Tompkins County Industrial Development Agency

Transcription

1 Tompkins County Industrial Development Agency Administration provided by TCAD 1. CALL TO ORDER TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY BOARD OF DIRECTORS MEETING 2. PRIVILEGE OF THE FLOOR 3. BUSINESS Thursday, March 9, :00 5:30 PM Legislative Chambers Governor Daniel D. Tompkins Building 121 E. Court Street, Ithaca NY AGENDA Old Business The Computing Center Project Final Approval o Inducement Resolution o Public Hearing Notice o Public Hearing Minutes (handed out at meeting) o SEQRA Neg Dec Resolution o Agency Project Agreement o Inducement Agreement Delaware River Solar Newfield I, II, III EAF Part 2 & 3 (handed out at meeting) SEQRA Resolution - Declaration of Lead Agency SEQRA Resolution - Negative Declaration Project Final Approval for Newfield I, II, III o Inducement Resolutions o Public Hearing Notice o Public Hearing Minutes o Agency Project Agreements o Inducement Agreements New Business City Centre CIITAP Application o Benefit Memo o Endorsement by City of Ithaca o IDA Application 401 E. MLK Jr., Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

2 Tompkins County Industrial Development Agency New Business (cont.) South Hill Business Campus Combined Heat and Power Project Sales Tax Exemption Increase Request o Request Letter o 2 nd Amended Inducement Resolution Authorization to enter 2016 TCIDA/TCDC Audit information into PARIS online system 4. STAFF REPORT 5. APPROVAL OF MEETING MINUTES February 9, ADJOURNMENT Next Meeting: April 13, 2017 Reminder: Informational Meeting re IDA Solar Policy March 14, :30 PM Old Jail Conf. Room 401 E. MLK Jr., Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

3 INDUCEMENT RESOLUTION: Warren Drive 987, LLC & Baum Control Systems, Inc. d/b/a The Computing Center 987 Warren Drive, Town of Lansing A regular meeting of the Tompkins County Industrial Development Agency was convened on March 9, 2017 at 4:00 p.m. The following resolution was duly offered and seconded, to wit: Resolution authorizing the Tompkins County Industrial Development Agency to (i) take a leasehold interest in real property consisting of a parcel of land owned by Warren Drive 987, LLC and located at 987 Warren Drive in the Town of Lansing, Tompkins County, New York (currently designated as Town of Lansing tax parcel number ) and improvements to be constructed thereon; (ii) appoint Warren Drive 987, LLC and Baum Control Systems, Inc. d/b/a The Computing Center as its agents to acquire, construct and equip thereon a new approximately 4,600-square-foot building to house the sales and administrative offices, inventory and equipment staging areas, technical and engineering spaces, and a computer server room of The Computing Center; (iii) negotiate and execute a lease agreement, leaseback agreement and related payment-in-lieu-of-tax agreement; (iv) provide financial assistance to Warren Drive 987, LLC and/or Baum Control Systems, Inc. d/b/a The Computing Center in the form of: (a) a sales tax exemption for purchases and rentals related to the acquisition, construction and equipping of the project, (b) a partial real property tax abatement through the PILOT Agreement, and (c) a partial mortgage tax exemption for the financing related to the project; and (v) execute related documents. WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and 895-b of the General Municipal Law of the State of New York, as amended (hereinafter collectively called the Act ), TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY (hereinafter called the Agency ) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping civic, industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, Warren Drive 987, LLC (hereinafter called the LLC ) and Baum Control Systems, Inc. d/b/a The Computing Center (hereinafter called the Company ), for themselves or on behalf of an entity or entities to be formed, desires to acquire, construct and equip upon real property owned by the LLC and to be IDA \ ComputingCenter induce.res - Page 1-3

4 leased to the Company at 987 Warren Drive in the Town of Lansing, Tompkins County, New York (currently designated as Town of Lansing tax parcel number ) (the Land ) a new approximately 4,600-square-foot building to house the sales and administrative offices, inventory and equipment staging areas, technical and engineering spaces, and a computer server room of the Company (hereinafter called the Project ); and WHEREAS, pursuant to Article 18-A of the General Municipal Law, the Agency desires to adopt a resolution describing the Project and the financial assistance that the Agency is contemplating with respect to the Project; and WHEREAS, it is contemplated that the Agency will (i) designate the LLC and the Company as its agents for the purpose of acquiring, constructing, and equipping the Project, (ii) negotiate and enter into a lease agreement (the Lease ), leaseback agreement (the Leaseback Agreement ) and payment-in-lieu-of-tax agreement (the PILOT Agreement ) with the LLC and/or the Company, (iii) take a leasehold interest in the land and the improvements and personal property constituting the Project (once the Leaseback Agreement and PILOT Agreement have been negotiated), and (iv) provide financial assistance to the LLC and/or the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to the acquisition, construction and equipping of the Project, (b) a partial real property tax abatement through the PILOT Agreement, and (c) a mortgage tax exemption for the financing related to the Project; and WHEREAS, pursuant to General Municipal Law Section 859-a, at 4:00 p.m. on March 6, 2017 at the Lansing Town Hall, located in the Town of Lansing at 29 Auburn Road, Lansing, New York, the Agency held a public hearing with respect to the Project and the proposed financial assistance being contemplated by the Agency (the Public Hearing ) whereat interested parties were provided a reasonable opportunity, both orally and in writing, to present their views. A copy of the minutes of said Public Hearing is attached hereto as Exhibit A; and WHEREAS, the Town of Lansing Planning Board on February 13, 2017 issued a negative declaration (the SEQR Proceedings ) under Article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by the Department of Environmental Conservation of the State (collectively, SEQR ) with respect to the Project. A copy of the negative declaration is attached hereto as Exhibit B; and NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS: Section 1. The LLC and the Company have presented an application in a form acceptable to the Agency. Based upon the representations made by the LLC and the Company to the Agency in the LLC/Company s application, the Agency hereby finds and determines that: a. By virtue of the Act, the Agency has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; b. It is desirable and in the public interest for the Agency to appoint the LLC and the Company as its agents for purposes of acquiring, constructing and equipping the Project; c. The Agency has the authority to take the actions contemplated herein under the Act; IDA \ ComputingCenter induce.res - Page 2-4

5 d. The action to be taken by the Agency will induce the LLC and the Company to develop the Project, thereby increasing employment opportunities in Tompkins County and otherwise furthering the purposes of the Agency as set forth in the Act; e. The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the State ) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State, and the Agency hereby finds that, based on the Company s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; Section 2. Based upon a review of the LLC/Company s application and the SEQR Proceedings submitted to the Agency, the Agency hereby: a. Consents to and affirms the status of the Town of Lansing Planning Board (the Planning Board ) as Lead Agency within the meaning of, and for all purposes of complying with, SEQR; b. Determines that the proceedings undertaken by the Planning Board as Lead Agency under SEQR with respect to the acquisition, construction and equipping of the Facility satisfy the requirements of SEQR, and ratifies and confirms such proceedings by the Planning Board as Lead Agency; c. Determines that all of the provisions of SEQR that are required to be complied with as a condition precedent to the approval of the financial assistance contemplated by the Agency with respect to the Project and the participation by the Agency in undertaking the Project have been satisfied. Section 3. Subject to the LLC and the Company executing the Agency Project Agreement attached hereto as Exhibit C and the Inducement Agreement attached hereto as Exhibit D, the Agency hereby authorizes the LLC and the Company to proceed with the acquisition, construction and equipping of the Project and hereby appoints the LLC and the Company as the true and lawful agents of the Agency: (i) to acquire, construct and equip the Project; (ii) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent for the Agency with the authority to delegate such agency, in whole or in part, to agents, subagents, contractors and subcontractors of such agents and subagents and to such other parties as the LLC and/or the Company choose; and (iii) in general, to do all things which may be requisite or proper for completing the Project, all with the same powers and the same validity that the Agency could do if acting on its own behalf; provided, however, that the Agency Project Agreement shall expire on March 31, 2019 (unless extended for good cause by the Administrative Director of the Agency) if the Leaseback Agreement and PILOT Agreement contemplated have not been executed and delivered. IDA \ ComputingCenter induce.res - Page 3-5

6 Section 4. Section 5. Section 6. Section 7. Section 8. The standard Agency Adminstrative Fee pursuant to the Mission, Policies and Procedures of the Agency is one percent (1%) of the expenses that are positively impacted by the Agency incentives. The Chairperson, Vice Chairperson, and/or Administrative Director of the Agency are hereby authorized, on behalf of the Agency, to negotiate and execute (a) the Lease Agreement whereby the Company conveys a leasehold interest in the Project to the Agency, (b) the related Leaseback Agreement leasing the Project back to the Company, and (c) the PILOT Agreement; provided (i) the rental payments under the Leaseback Agreement include payment of all costs incurred by the Agency arising out of or related to the Project and indemnification of the Agency by the LLC and the Company for actions taken by the LLC and/or the Company and/or claims arising out of or related to the Project; and (ii) the terms of the PILOT Agreement are consistent with the Agency s Uniform Tax Exemption Policy or the procedures for deviation have been complied with. The Chairperson, Vice Chairperson and/or Administrative Director of the Agency are hereby authorized, on behalf of the Agency, to execute and deliver any and all documents, in a form acceptable to the Agency s counsel, reasonably contemplated by these resolutions to accomplish building construction, acquisition and installation of equipment and other personal property, and related transactional costs (hereinafter, with the Leaseback Agreement and PILOT Agreement, collectively called the Agency Documents ); and, where appropriate, the Secretary or Assistant Secretary of the Agency is hereby authorized to affix the seal of the Agency to the Agency Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairperson, Vice Chairperson, and/or Administrative Director of the Agency shall approve, the execution thereof by the Chairperson, Vice Chairperson, and/or Administrative Director of the Agency to constitute conclusive evidence of such approval; provided in all events that recourse against the Agency is limited to the Agency s interest in the Project. The officers, employees and agents of the Agency are hereby authorized and directed for and in the name and on behalf of the Agency to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Agency with all of the terms, covenants and provisions of the documents executed for and on behalf of the Agency. These resolutions shall take effect immediately. IDA \ ComputingCenter induce.res - Page 4-6

7 The question of the adoption of the foregoing resolutions was duly put to a vote by roll call, which resulted as follows: Member names Yea Nea Abstain Absent James P. Dennis, Chairperson [ ] [ ] [ ] [ ] Martha Robertson, Vice Chairperson [ ] [ ] [ ] [ ] Svante L. Myrick, Secretary [ ] [ ] [ ] [ ] Will Burbank [ ] [ ] [ ] [ ] Grace Chiang [ ] [ ] [ ] [ ] Jennifer Tavares [ ] [ ] [ ] [ ] Richard T. John [ ] [ ] [ ] [ ] The resolutions were thereupon duly adopted. I, Svante L. Myrick, as Secretary of the Tompkins County Industrial Development Agency, hereby certify that the above is a true and correct copy of a duly authorized resolution of the Tompkins County Industrial Development Agency. Dated: March, 2017 Svante L. Myrick, Secretary of the Tompkins County Industrial Development Agency IDA \ ComputingCenter induce.res - Page 5-7

8 EXHIBIT A Minutes of Public Hearing IDA \ ComputingCenter induce.res - Page 6-8

9 NOTICE OF PUBLIC HEARING ON PROPOSED FINANCING NOTICE IS HEREBY GIVEN that a public hearing pursuant to 859-a of the New York General Municipal Law will be held by the Tompkins County Industrial Development Agency (the IDA ) on the 6 th day of March, 2017, at 1:30 p.m. at the Lansing Town Hall, 29 Auburn Road, Lansing, New York, in connection with the following matter: Warren Drive 987, LLC (the LLC ), a New York State limited liability company, its successors or designees, and Baum Control Systems, Inc. (the Company ), a New York State business corporation doing business as The Computing Center, its successors or designees, have requested that the IDA provide financial assistance for the following project: to construct and equip on real property owned by the LLC and to be leased to the Company at 987 Warren Drive in the Town of Lansing, County of Tompkins, and State of New York (tax parcel number ) ( the Property ) a 4,600-square-foot building to house sales and administrative offices, inventory and equipment staging areas, technical and engineering spaces, and a computer server room ( the Improvements ); the Property and Improvements are collectively referred to as the Facility. The financial assistance contemplated by the IDA will consist generally of exemption from taxation expected to be claimed by the LLC and/or the Company as a result of the IDA taking title to, possession or control (by lease, license or otherwise) of the Facility, or of the LLC or the Company acting as an agent of the IDA, consisting of: (a) the LLC and/or the Company s exemption from state and local sales and use tax with respect to the qualifying personal property portion of the Facility; (b) the LLC s exemption from real estate transfer tax with respect to the transfer of the Facility or a portion thereof to the IDA; (c) the LLC s exemption from mortgage recording tax with respect to any qualifying mortgage on the Facility, which exemption shall be offset, in part, by contractual payment in lieu of a portion of the mortgage recording tax; and (d) the LLC s exemption from general real property taxation with respect to the Facility, which exemption shall be offset, in whole or in part, by contractual payments in lieu of taxes ( PILOT payments) by the LLC for the benefit of tax affected jurisdictions. In accordance with 875(3) of the New York General Municipal Law, and if the application by the LLC and the Company is approved, any New York State and local sales and use tax exemption claimed by the LLC or the Company and approved by the Agency in connection with the above-described project may be subject to recapture by the Agency under the terms and conditions set forth in 875(3) and as will be set forth in the Agent Agreement to be entered into by and between the Agency and the LLC or the Company. The proposed exemption from state and local sales and use tax is expected to exceed $100, The proposed PILOT Agreement deviates from the standard property tax abatement schedule of the IDA. Members of the public are invited to review the project application containing an analysis of the costs and benefits of the proposed project at the IDA s office (401 East State/MLK Jr. Street, Suite 402B, Ithaca, New York) during regular business hours. The IDA will, at the above-stated time and place, hear all persons with views in favor of or opposed to either the location or nature of the Project, or the proposed financial assistance being contemplated by the IDA. In addition, at, or prior to, such hearing, interested parties may submit to the IDA written materials pertaining to such matters. A report of the hearing will be made available to the Tompkins County Industrial Development Agency Board of Directors. Approval of the financing by the IDA through its Board of Directors is necessary. Dated: February, 2017 TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY 9

10 EXHIBIT B Negative Declaration (SEQR) IDA \ ComputingCenter induce.res - Page 7-10

11 RESOLUTION PB STATE ENVIRONMENTAL QUALITY REVIEW RESOLUTION MAKING NEGATIVE DECLARATION OF ENVIRONMENTAL IMPACTS FOR THE COMPUTING CENTER SITE PLAN FOR PROPOSED COMMERCIAL BUILDING AT 987 WARREN DRIVE WHEREAS, an application was made by Trowbridge, Wolf and Michaels, LLP, as agents for owners, for site plan approval for the proposed construction of an 5,000± SF commercial office building and related improvements to be located at 987 Warren Drive, Lansing, New York, also known as TPN , as located in the IR Industrial/ Research Zone and consisting of approximately 0.870± acres; such proposed site improvements to include a HC accessible entrance and parking and landscaping improvements, and landscape architect Trowbridge Wolf Michaels, having completed an updated stormwater plan and review for considering the additional impacts of 0.8± acres of disturbance for the development on the site, and the same having been reviewed; and WHEREAS, this proposed action is an Unlisted Action for which the Town of Lansing Planning Board is the sole involved agency for the purposes of a State Environmental Quality Review Act ( SEQRA ) review, and the Town will thus undertake as Lead Agency an uncoordinated review of the Short-form Environmental Assessment Form ( SEAF ) under SEQRA; and WHEREAS, the requisite General Municipal Law 239 referrals were duly made, and the reply and recommendations of County Planning are reflected in their letter dated January 23, 2017, none of which concerns affect this environmental review, and the Planning Board further finds that agricultural and farm operations will not be impacted by the project because there are no current or planned farm operations on the project site and it is within an IR Industrial/Research Zone and not any agriculture zone or any agricultural district recognized by NYS; and WHEREAS, on February 13, 2017 the Town of Lansing Planning Board, in performing its reviewing agency functions in conducting an environmental review in accordance with Article 8 of the New York State Environmental Conservation Law and SEQRA regulations: (i) pursued its thorough review of the project and the Applicant s SEAF, as well as a review of all other documents prepared and submitted with respect to this proposed action; and (ii) thoroughly analyzed the potential relevant areas of environmental concern of the project to determine if the proposed action may have any moderate or significant adverse impacts on the environment, including the criteria identified in 6 NYCRR 617.7(c); and (iii) reviewed the SEAF on the record; and WHEREAS, each identified potential environmental impact was analyzed and duly considered by the Planning Board in relation to the question of whether any potential environmental impacts were so probable of occurring or so significant as to require a positive declaration, and after weighing the above and all other potential impacts arising from or in connection with this project, and after also considering: (i) the probability of each potential impact occurring; (ii) the duration of each potential impact; (iii) the irreversibility of each potential impact, including permanently lost resources of value; (iv) whether each potential impact can or will be controlled or mitigated by permitting or other processes; (v) the regional consequence of the potential impacts; (vi) the potential for each impact to be or become inconsistent with the Town s master plan or Comprehensive Plan and local needs and goals; and (vii) whether any known objections to the Project relate to any of the identified potential impacts, the Planning Board found that these factors did not cause any potential impact to be or be likely to become a moderate or significant impact such that a negative declaration will be issued; and 11

12 WHEREAS, in consideration of and upon deliberation upon the SEAF and the foregoing, and examining the potential for negative environmental impacts, the Town of Lansing Planning Board, as lead agency, has determined that there are not likely to be any moderate or significant environmental impacts arising from this project, so NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: 1. After consideration of the potential environmental impacts, including those reviewed in accord with 6 NYCRR 617.7(c), the Planning Board finds that the proposed action of approving the proposed commercial building and site plan, based upon the site plan and mapping as submitted, will individually and cumulatively have no moderate or significant negative environmental consequences or impacts. 2. This declaration is made in accord with Article 8 of the New York State Environmental Conservation Law and SEQRA regulations promulgated thereunder, and accordingly, the Planning Board of the Town of Lansing, based upon: (i) its thorough review of the SEAF, and any and all other documents prepared and submitted with respect to this proposed action and its environmental review; (ii) its thorough review of the potential relevant areas of environmental concern to determine if the proposed action may have any moderate or significant adverse impact on the environment, including, but not limited to, the criteria identified in 6 NYCRR 617.7(c); and (iii) its completion of the SEAF, including the findings noted therein (if any, and which findings are incorporated herein as if set forth at length), hereby makes a negative determination of environmental significance ( Negative Declaration ) in accordance with SEQRA for the above referenced proposed actions, and determines that an Environmental Impact Statement is therefore not required. 3. A Responsible Officer of the Planning Board of the Town of Lansing is hereby authorized and directed to complete and sign, as required, the determination of significance, confirming the foregoing Negative Declaration, which fully completed and signed SEAF and determination of significance shall be incorporated by reference in this Resolution. Dated: February 13, 2017 VOTE AS FOLLOWS: Gerald Caward, Jr. Aye Sandra Dennis Conlon Aye Larry Sharpsteen - Aye Norman L. Davidson Aye Al Fiorille Aye Deborah Trumbull - Aye Thomas Ellis Aye 12

13 EXHIBIT C Project Agency Agreement IDA \ ComputingCenter induce.res - Page 8-13

14 AGENCY PROJECT AGREEMENT THIS AGREEMENT is made as of the day of, 2017, by and between the Tompkins County Industrial Development Agency, a public benefit corporation of the State of New York, having its offices at 401 East State Street, Suite 402B, Ithaca, New York (the Agency ); Warren Drive 987, LLC (the LLC ), a limited liability company duly formed and validly existing pursuant to the laws of the State of New York, with a business address of c/o Peter G. Grossman, Esq., Barney, Grossman, Dubow & Troy, LLP, 120 East Buffalo Street, Ithaca, New York 14850, and Baum Control Systems, Inc. d/b/a The Computing Center (the LLC and the Company ), a business corporation duly formed and validly existing pursuant to the laws of the State of New York, with a business address of 101 Maplewood Road, Ithaca, New York WITNESSETH: WHEREAS, the Agency was created by Section 895 of the General Municipal Law of the State of New York pursuant to Title 1 of Article 18-A of the General Municipal Law of the State of New York (collectively, the Act ) as a body corporate and politic and as a public benefit corporation of the State of New York; and WHEREAS, the LLC and/or the Company desire to construct and equip on real property owned by the LLC and to be leased to the Company at 987 Warren Drive in the Town of Lansing, County of Tompkins, and State of New York (tax parcel number ) a 4,600-square-foot building to house sales and administrative offices, inventory and equipment staging areas, technical and engineering spaces, and a computer server room (the Project ); and WHEREAS, by Resolution dated March 9, 2017 (the Resolution ), the Agency authorized the LLC and the Company to act as its agents for the purposes of acquiring, constructing and equipping the Project as set forth above, subject to the LLC and the Company entering into this Agency Project Agreement; and WHEREAS, the Agency approved the following financial assistance to the LLC and/or the Company, as set forth in the Resolution: a sales tax exemption for purchases and rentals related to the acquisition, construction and equipping of the project; a partial real property tax abatement through the PILOT Agreement; and a partial mortgage tax exemption for the financing related to the project; and WHEREAS, the Agency purpose to be achieved by providing the financial assistance to the LLC and the Company is as follows, as set forth in the Resolution: to induce the LLC and the Company to develop the Project, thereby increasing employment opportunities in Tompkins County and otherwise furthering the purposes of the Agency as set forth in Title 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and 895-b of the General Municipal Law of the State of New York, as amended; NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows: 1. Scope of Agency. The LLC and the Company hereby agree to limit their activities as agents for the Agency under the authority of the Resolution to acts reasonably related to the acquisition, construction and equipping of the Project. The right of the LLC and the Company to act as agents of the Agency shall expire on March 31, 2019, unless extended as contemplated by the Resolution. IDA\ComputingCenter Project.agr - Page 1-14

15 2. The parties are contemplating that the Agency and the Company will enter into a lease agreement from the Company to the Agency (the Lease Agreement ), a leaseback agreement from the Agency to the Company (the Leaseback Agreement ) and payment-in-lieu-of-tax agreement (the PILOT Agreement ) with the Company. The LLC and the Company agree not to take title to any property as agents for the Agency until the Leaseback Agreement and PILOT Agreement have been executed and delivered. 3. Representations and Covenants of the LLC and the Company. The LLC and the Company make the following representations and covenants in order to induce the Agency to proceed with the Project: a. The LLC and the Company are a limited liability company and business corporation, respectively, duly formed and validly existing under the laws of the State of New York, have the authority to enter into this Agreement, and have duly authorized the execution and delivery of this Agreement. b. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the LLC or the Company is a party or by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the LLC or the Company under the terms of any such instrument or agreement. c. The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the LLC and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the LLC or the Company to comply with the provisions of this subsection. d. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the LLC or the Company, threatened against or affecting the LLC or the Company, to which the LLC or the Company is a party, and in which an adverse result would in any way diminish or adversely impact on the LLC or the Company s ability to fulfill its obligations under this Agreement. e. The LLC and the Company covenant that the Project will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations, (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist at the Project except in compliance with all material applicable laws, (ii) the LLC and the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances at the Project or onto any other property, (iii) that no asbestos will be incorporated into or disposed of at the Project; (iv) that no underground storage tanks will be located at the Project, and (v) that no investigation, order, agreement, notice, demand or settlement with respect to any of the above is threatened, anticipated, or in existence. The LLC and the Company, upon receiving any information or notice contrary to the representations contained in this section, shall immediately notify the Agency in writing with full details regarding the same. The LLC and the Company hereby release the Agency from liability with respect to, and agree to IDA\ComputingCenter Project.agr - Page 2-15

16 defend, indemnify, and hold harmless the Agency, its executive director, directors, members, officers, employees, agents, representatives, successors and assigns from and against any and all claims, demands, damages, costs, orders, liabilities, penalties, and expenses (including reasonable attorney s fees) related in any way to any violation of the covenants or failure to be accurate of the representations contained in this section. In the event the Agency in its reasonable discretion deems it necessary to perform due diligence with respect to any of the above, or to have an environmental audit performed with respect to the Project, the LLC and the Company agree to pay the expenses of same to the Agency upon demand, and agree that upon failure to do so, their obligation for such expenses shall be deemed to be additional rent. f. The Agency encourages the LLC and the Company to use an open bidding process for construction contracts; to give opportunities for employment in the construction of the Project to persons residing in Tompkins County, New York; and to award contracts for work in connection with the Project to eligible business concerns which are located in, or owned in substantial part by persons residing in, Tompkins County, New York. g. The LLC and the Company commit to the following investment amount: $1,394,000. h. The LLC and the Company states that the current number of jobs they provide are 14 and project that the Project will result in the creation of the following number of jobs: 6. i. The LLC and the Company make the following commitment regarding the use of local labor: use 100% local labor; comply with the Agency s Local Labor Utilization Policy. j. The LLC and the Company shall provide a certified statement and documentation annually, containing the following information, and such other information required by the Agency: i. The number of full time equivalent ( FTE ) jobs retained and created as a result of the financial assistance, by category, including FTE independent contractors or employees of independent contractors that work at the project location; ii. That the salary and fringe benefit averages or ranges for categories of jobs retained and jobs created that were provided in the application are still accurate, and if it is not still accurate, a revised list of salary and fringe benefit averages or ranges for categories of jobs retained and jobs created. k. In accordance with Section 875(3) of the New York General Municipal Law, the LLC and the Company covenant and agree that, if they receive New York State and local sales and use tax exemption benefits ( sales and use tax exemption benefits ) from the Agency, and it is determined that: (i) the LLC or the Company is not entitled to the sales and use tax exemption benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized by the Agency to be taken by the LLC and the Company; (iii) the sales and use tax exemption benefits are for property or services not authorized by the Agency as part of the Project; or (iv) the sales and use tax exemption benefits are taken in cases where the LLC or the Company fails to comply with a material term or condition to use property or services in the manner approved by the Agency in connection with the Project, then the LLC and the Company will (i) cooperate with the Agency in its efforts to recover or recapture any sales and use tax exemption benefits, and (ii) promptly pay over any such amounts to the Agency that the IDA\ComputingCenter Project.agr - Page 3-16

17 Agency demands in connection therewith. The LLC and the Company further understand and agree that in the event that the LLC or the Company fails to pay over such amounts to the Agency, the New York State Tax Commissioner may assess and determine New York State and local sales and use taxes due from the LLC and the Company, together with any relevant penalties and interest due on such amounts. l. The LLC and the Company further covenant and agree that the purchase of goods and services relating to the Project and subject to New York State and local sales and use taxes are estimated in amount up to $565,000.00, and, therefore, the value of the sales and use tax exemption benefits authorized and approved by the Agency cannot exceed $45, m. Provided that such abatement is authorized by applicable law, the LLC will receive an abatement of a portion of the mortgage recording tax, in the amount of one-quarter of one percent of the total amount of the mortgage (for example, if the LLC borrows $2,500,000.00, the amount of the mortgage tax that will be abated is $6,250.00). The LLC will make a payment at closing in lieu of the remaining portion of the mortgage recording tax, in the amount of three-quarters of one percent of the total amount of the mortgage. n. The LLC and the Company commit to the following Enhanced Environmental Incentive requirements: i. The LLC and/or the Company will provide written proof to the Agency within eighteen months of construction completion of the installation of air-to-air heat pumps providing HVAC; LED lighting throughout; upgraded (above code) insulation in the walls and ceilings, and a photovoltaic PV array. Such proof shall include final costs associated with these energy-efficiency items. ii. The LLC and/or the Company will enter all energy bills for the Project for the duration of the tax abatements into an online database to which the Agency will be provided online access, using EPA Portfolio Manager or equivalent software approved by the Agency, and provide annual reports of the Energy Utilization Index ( EUI ) to the Agency. 4. Payments in Lieu of Taxes ( PILOT payments): The LLC will make PILOT payments as set forth in the PILOT Agreement to be executed by the parties. The estimated dates when PILOT payments are to be made and the estimated amounts to be paid to each affected taxing jurisdiction, or a formula by which the amounts will be calculated, are as follows: see Schedule A attached hereto. 5. Suspension or discontinuance of financial assistance; return of all or part of financial assistance: The LLC and the Company shall be subject to discontinuance of financial assistance and the return of all or part of the financial assistance provided by the Agency as set forth in the Agency Recapture Policy. 6. Hold Harmless Provision. The LLC and the Company hereby release the Agency from, agree that the Agency shall not be liable for, and agree to indemnify, defend and hold the Agency and its executive director, directors, officers, members, employees, agents (except the LLC and the Company), representatives, successors and assigns harmless from and against any and all (i) liability for loss or damage to property or injury to or death of any and all persons that may be occasioned by any cause whatsoever pertaining to the Project or arising by reason of or in connection with the occupation or IDA\ComputingCenter Project.agr - Page 4-17

18 the use thereof or the presence on, in or about the Project or breach by the LLC or the Company of this Agreement or (ii) liability arising from or expense incurred by the Agency s financing, rehabilitating, renovation, equipping, owning and leasing of the Project, including without limitation the generality of the foregoing, all causes of action and reasonable attorney s fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. The foregoing indemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors, officers, agents or employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability, except that such indemnities will not be applicable with respect to willful misconduct or gross negligence on the part of the Agency or any other person or entity to be indemnified. 7. Insurance Required. Effective as of the date hereof and until the Agency consents in writing to a termination, the LLC and the Company shall maintain or cause to be maintained insurance against such risks and for such amounts as are customarily insured against by businesses of like size and type paying, as the same become due and payable, all premiums in respect thereto, including, but not necessarily limited to: a. Insurance against loss or damage by fire, lightning and other casualties, with a uniform standard extended coverage endorsement, such insurance to be in an amount not less than the full replacement value of the Project, exclusive of excavations and foundations, as determined by a recognized appraiser or insurer selected by the LLC and the Company or (ii) as an alternative to the above requirements (including the requirements of periodic appraisal), the LLC and the Company may insure the Project under a blanket insurance policy or policies covering not only the Project but other properties as well. b. Worker s Compensation insurance, disability benefits insurance, and each other form of insurance which the Agency or the LLC and the Company are required by law to provide, covering loss resulting from injury, sickness, disability or death of employees of the LLC and the Company who are located at or assigned to the Project. c. Insurance against loss or losses from liabilities imposed by law or assumed in any written contract and arising from personal injury and death or damage to the property of others caused by any accident or occurrence on account of personal injury, including death resulting therefrom, and $1,000,000 per accident or occurrence on account of damage to the property of others, excluding liability imposed upon the LLC and the Company by any applicable worker s compensation law; and a blanket excess liability policy in the amount not less than $3,000,000, protecting the LLC and the Company against any loss or liability or damage for personal injury or property damage. 8. Additional Provisions Regarding Insurance. a. All insurance required by Section 4(a) hereof shall name the Agency as a named insured and all other insurance required by Section 4 shall name the Agency as an additional insured. All insurance shall be procured and maintained in financially sound and generally recognized responsible insurance companies selected by the LLC and the Company and authorized to write such insurance in the State of New York. Such insurance may be written with deductible amounts comparable to those on similar policies carried by other companies IDA\ComputingCenter Project.agr - Page 5-18

19 engaged in businesses similar in size, character and other respects to those in which the LLC and the Company are engaged. All policies evidencing such insurance shall provide for (i) payment of the losses of the LLC and the Company and the Agency as their respective interests may appear, and (ii) at least thirty (30) days prior written notice of the cancellation thereof to the LLC and the Company and the Agency. b. All such policies of insurance, or a certificate or certificates of the insurers that such insurance is in force and effect, shall be deposited with the Agency prior to the commencement of the Project. Prior to expiration of any such policy, the LLC and the Company shall furnish the Agency evidence that the policy has been renewed or replaced or is no longer required by this Agreement. 9. Errors and Omissions; Compliance. In consideration for the assistance provided to the LLC and the Company by the Agency, the LLC and the Company agree, if requested by Agency, to fully cooperate and execute and re-execute any document that should have been signed at or before the closing of the transaction described in this Agreement, or a corrected or modified version of any such documents, where the document was inadvertently not executed at or before the closing, or the version executed at or before the closing contained any typographical, clerical or mathematical error, or erroneously contained or omitted any provision that does not conform with the statutory authority and established policies of the Agency. 10. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but which together shall constitute a single instrument. 11. All notices, claims and other communications hereunder shall be in writing and shall be deemed to be duly given if personally delivered or mailed first class, postage prepaid, as follows: To the Agency: With a copy to: To the LLC: With a copy to: To the Company: Tompkins County Industrial Development Agency 401 East State Street, Suite 402B Ithaca, New York Mariette Geldenhuys, Attorney and Mediator 401 East State Street, Suite 306 Ithaca, New York Warren Drive 987, LLC c/o Peter G. Grossman, Esq. Barney, Grossman, Dubow & Troy, LLP 120 East Buffalo Street Ithaca, New York Baum Control Systems, Inc. d/b/a The Computing Center 101 Maplewood Road Ithaca, New York IDA\ComputingCenter Project.agr - Page 6-19

20 With a copy to: Peter G. Grossman, Esq. Barney, Grossman, Dubow & Troy, LLP 120 East Buffalo Street Ithaca, New York or at such other address as any party may from time to time furnish to the other party by notice given in accordance with the provisions of this section. All notices shall be deemed given when mailed or personally delivered in the manner provided in this section. 12. This Agreement shall be governed by, and all matters in connection herewith shall be construed and enforced in accordance with, the laws of the State of New York applicable to agreements executed and to be wholly performed therein, and the parties hereby agree to submit to the personal jurisdiction of the federal or state courts located in Tompkins County, New York. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Tompkins County Industrial Development Agency Warren Drive 987, LLC By: By: Name: Heather D. McDaniel Name: Title: Administrative Director Title: Baum Control Systems, Inc. d/b/a The Computing Center By: Name: Title: CERTIFICATION [Name], the [Title] of Warren Drive 987, LLC, hereby certifies under penalty of perjury that the LLC is in substantial compliance with all local, state and federal tax, worker protection and environmental laws, rules and regulations. Warren Drive 987, LLC Date: By: Name: Title: IDA\ComputingCenter Project.agr - Page 7-20

21 [Name], the [Title] of Baum Control Systems, Inc. d/b/a The Computing Center, hereby certifies under penalty of perjury that the LLC is in substantial compliance with all local, state and federal tax, worker protection and environmental laws, rules and regulations. Baum Control Systems, Inc. d/b/a The Computing Center Date: By: Name: Title: IDA\ComputingCenter Project.agr - Page 8-21

22 SCHEDULE A Payment-in-Lieu-of-Tax ( PILOT ) Agreement abatement schedule With respect to the portion of the assessed value of the subject premises attributable to the improvements to be constructed thereon, the following percentages of the general real property taxes which would be due in respect of the improvements to the premises (i.e., the assessed value of the improvements to the premises) but for its record ownership by the Agency (but without any reference to, or utilization of, Section 485-b of the Real Property Tax law of the State of New York), based on a current assessment of such improvements, commencing the first tax status date following the date of execution of the PILOT Agreement (assumes PILOT execution after March 1, 2017 but prior to March 1, 2018): YEAR OF EXEMPTION PERCENTAGE OF ABATEMENT School; 2019 Town & County 100% (0% taxes paid) School; 2020 Town & County 100% (0% taxes paid) School; 2021 Town & County 100% (0% taxes paid) School; 2022 Town & County 90% (10% taxes paid) School; 2023 Town & County 70% (30% taxes paid) School; 2024 Town & County 50% (50% taxes paid) School; 2025 Town & County 30% (70% taxes paid) 8 Thereafter no abatement, full taxes paid IDA\ComputingCenter Project.agr - Page 9-22

23 EXHIBIT D Inducement Agreement IDA \ ComputingCenter induce.res - Page 9-23

24 INDUCEMENT AGREEMENT This INDUCEMENT AGREEMENT (the Agreement ), dated as of the day of March, 2017, is made between the TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY (the Agency ), a public benefit corporation of the State of New York, having its offices at 401 East State Street, Suite 402B, Ithaca, New York 14850, and WARREN DRIVE 987, LLC (the LLC ), a limited liability company duly formed and validly existing pursuant to the laws of the State of New York, having a business address of c/o Peter G. Grossman, Esq., Barney, Grossman, Dubow, et. al., 200 East Buffalo Street, Suite 402, Ithaca, New York 14850; and BAUM CONTROL SYSTEMS, INC. d/b/a The Computing Center, a business corporation duly formed and existing pursuant to the laws of the State of New York, having a business address of 101 Maplewood Road, Ithaca, New York Article 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: The Agency is authorized and empowered by the provisions of Article 18-A of the General Municipal Law of the State of New York as amended, and Chapter 535 of the Laws of 1971 of the State of New York (collectively, the Act ) to provide financial assistance to Projects (as defined in the Act), to acquire facilities or properties, and to lease same to the LLC and/or the Company upon such terms and conditions as the Agency may deem advisable The purposes of the Act are to promote industry and develop trade by inducing manufacturing, industrial, warehousing, research, recreation and commercial enterprises to locate or remain in the State. The Act vests the Agency with all powers necessary to enable it to accomplish such purposes, including the power to provide financial assistance, therein defined The LLC and the Company have requested that the Agency provide financial assistance for a certain project (the Project ), consisting of the acquisition and construction (the Construction ) upon real property owned by the LLC and to be leased to the Company at 987 Warren Drive in the Town of Lansing, County of Tompkins, and State of New York (tax parcel number ) (the Land ) a 4,600-square-foot building to house the sales and administrative offices, inventory and equipment staging areas, technical and engineering spaces, and a computer server room of the Company (the Facility ), and the installation of certain equipment to be installed therein (the Equipment ) (the Land, the Facility, the Construction, and the Equipment are hereinafter collectively referred to as the Project Facility ) The Agency has determined that the providing of the Project Facility by the Agency and the leasing thereof by the Agency to the Company will not result in the removal of an industrial or manufacturing plant, facility or other commercial activity of the Company from one area of the State to another area of the State nor result in the abandonment of one or more commercial or manufacturing plants or facilities of the Company located within the State; and the Agency has found that, based on the Company s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries The Agency has determined that the acquisition, construction and equipping of the Project Facility, as described in the application to the Agency submitted on or about January 17, 2017 (the Application ), will promote and further the purposes of the Act. IDA \ ComputingCenter induce.agr - Page 1-24

25 1.06. On March 9, 2017, the Agency adopted a Resolution agreeing to undertake to assist the LLC and the Company and to effectuate the purposes of the Act and, subject to the happening of all acts, conditions and things required precedent to such assistance In the Resolution, the Agency appointed the LLC and the Company as its agents for the purposes of acquiring, constructing and equipping the Project Facility, entering into contracts and doing all things requisite and proper for completing the Project Facility. Article 2. Undertakings on the Part of the Agency. Based upon the statements, representations and undertakings of the LLC and the Company regarding the Project Facility and subject to the conditions set forth herein, the Agency agrees as follows: Upon satisfactory completion of the conditions precedent set forth herein and in the Resolution and the satisfactory completion of such additional acts and reviews as the Agency may deem appropriate, the Agency will adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary or advisable for (i) the acquisition, construction and equipping of the Project Facility, and (ii) the subleasing of the Project Facility to the Company, all as shall be authorized by law and be mutually satisfactory to the Agency and the Company The Agency will enter into an agreement to lease the Project Facility to the Company (the Leaseback Agreement ). The Company shall be entitled to terminate the Leaseback Agreement pursuant to the terms as shall be prescribed in the Leaseback Agreement subject to conditions, if any, agreed upon by the Agency and the Company. The Leaseback Agreement shall contain all provisions required by law and such other provisions as shall be mutually acceptable to the Agency and the Company and, to the extent it may be applicable, the mortgage holder The Agency will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. Article 3. Undertakings on the Part of the LLC and/or the Company. Based upon the statements, representations and undertakings of the Agency herein and in the Resolution and subject to the conditions set forth herein and in the Resolution, the Company agrees as follows: The LLC and the Company hereby accept the appointment made by the Agency in the Resolution to be the true and lawful agent of the Agency to (i) acquire, construct and equip the Project Facility and (ii) make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent of the Agency, and in general to do all things which may be requisite or proper for completing the Project Facility, all with the same powers and the same validity as the Agency could do if acting on its own behalf The LLC and/or Company will, to the extent deemed by them to be necessary or desirable, enter into a contract or contracts for the acquisition, construction and equipping of the Project Facility (including any necessary contracts for the leasing of real property necessary or useful in said Project Facility), and, on the terms and conditions set forth in a certain lease agreement between the Company and the Agency, entered into concurrently herewith (the Lease Agreement ) and the Leaseback Agreement, it will lease the Project Facility to the Agency. IDA \ ComputingCenter induce.agr - Page 2-25

26 3.03. Contemporaneously with the lease of the Project Facility to the Agency, the Company will enter into the Leaseback Agreement with the Agency containing, among other things, the terms and conditions described in Section 2.02 hereof and such other financing agreements, indentures, guaranties, and related agreements as shall be necessary or appropriate so that the Company will be obligated to pay to or for the account of the Agency sums sufficient to pay the principal and interest of the note and mortgage (a) The LLC and the Company shall not permit to stand, and will, at their own expense, take all steps reasonably necessary to remove (or bond the same if acceptable to the Agency and its counsel), any mechanics or other liens against the Project Facility for labor or materials furnished in connection with the acquisition, construction and equipping of the Project Facility. The LLC and the Company shall forever defend, indemnify and hold the Agency, its members, officers, employees and agents, and anyone for whose acts or omissions the Agency or any of them may be liable, harmless from and against any costs, losses, expenses, claims, damages and liabilities of whatever kind or nature arising, directly or indirectly, out of or based on labor, services, materials and supplies, including equipment, ordered or used in connection with the acquisition, construction and equipping of the Project Facility or arising out of any contract or other arrangement therefor (and including any expenses incurred by the Agency in defending any claims, suits or actions which may arise as a result of any of the foregoing), whether such claims or liabilities arise as a result of the LLC or the Company acting as agent for the Agency pursuant to this Agreement or otherwise. The foregoing indemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors, officers, agents or employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability, except that such indemnities will not be applicable with respect to willful misconduct or gross negligence on the part of the Agency or any other person or entity to be indemnified, or actions of the persons to be indemnified that are outside of the scope of their duties on behalf of the Agency. (b) The LLC and the Company shall forever defend, indemnify and hold harmless the Agency, its members, officers, employees and agents, and anyone for whose acts or omissions the Agency or any of them may be liable, from and against all claims, causes of action, liabilities and expenses howsoever arising for loss or damage to property or any injury to or death of any person (including, without limitation, death of or injury to any employee of the LLC or the Company) that may occur subsequent to the date hereof by any cause whatsoever in relation to the Project Facility, including the failure to comply with the provisions of Article 3.04 hereof, or arising, directly or indirectly, out of the ownership, construction, acquisition, operation, maintenance, repair or financing of the Project Facility, and including, without limitation, any expenses incurred by the Agency in defending any claims, suits or actions which may arise as a result of the foregoing. (c) The defense and indemnities provided for in this Article 3 shall apply whether or not the claim, liability, cause of action or expense is caused or alleged to be caused, in whole or in part, by the activities, acts, fault or negligence of the Agency, its members, officers, employees and agents, anyone under the direction and control of any of them together the Agency s affiliates, or anyone for whose acts or omissions the Agency or any of them may be liable, and whether or not based upon the breach of a statutory duty or obligation or any theory or rule of comparative or apportioned liability, subject only to any specific prohibition relating to the scope of indemnities imposed by statutory law. (d) The Company shall provide and carry worker s compensation and disability insurance as required by the Leaseback Agreement. IDA \ ComputingCenter induce.agr - Page 3-26

27 3.05. The LLC and the Company agree that, as agents for the Agency or otherwise, they will comply with all the requirements of all federal, state and local laws, rules and regulations of whatsoever kind and howsoever denominated applicable to the Agency and/or the LLC and/or the Company with respect to the Project Facility, the acquisition, construction and equipping thereof, and the operation and maintenance of the Project Facility. Every provision required by law to be inserted herein shall be deemed to be set forth herein as if set forth in full; and upon the request of either party, this Agreement shall be amended to specifically set forth any such provision or provisions The LLC and the Company agree that, as agents for the Agency or otherwise, to the extent that such provisions of law are in fact applicable (without creating an obligation by contract beyond that which is created by statute), they will comply with the requirements of Section 220 of the Labor Law of the State of New York, as amended The LLC and the Company agree that, as agents for the Agency and for all other purposes, they shall annually file statements with the New York State Department of Taxation and Finance, on forms and in such manners as prescribed by the Commissioner of Taxation and Finance, as to the value of all sales and use exemptions claimed by the LLC or the Company or their agents, including, but not limited to, operators of the Project Facility and consultants or subcontractors of the LLC or the Company, under the authority granted pursuant to Section 874(8) of the General Municipal Law. The penalty for failure to file such statement shall include, without limitation, removal by the Agency of the LLC and/or the Company s authority to act as an agents of the Agency The LLC and the Company will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as they may deem appropriate in pursuance thereof The LLC and the Company agree to cooperate with the Agency to (1) ensure compliance with section 858-b of the General Municipal Law, and (2) prepare reports required to be prepared by the Agency pursuant to section 859 of the General Municipal Law If it should be determined that any State or local sales or compensatory use taxes are payable with respect to the acquisition, purchase or rental of machinery or equipment, materials or supplies in connection with the Project Facility, or are in any manner otherwise payable directly or indirectly in connection with the Project Facility, the LLC and/or the Company shall pay the same and defend and indemnify the Agency from and against any liability, expenses and penalties arising out of, directly or indirectly, the imposition of any such taxes. Article 4. General Provisions This Agreement shall take effect as of the date of execution hereof by the Agency and the LLC and the Company and shall remain in effect until the Lease Agreement and Leaseback Agreement becomes effective. It is the intent of the Agency and the Company that this Agreement be superseded in its entirety by the Lease Agreement and Leaseback Agreement, except for the indemnities contained herein, which shall survive It is understood and agreed by the Agency and the LLC and the Company that the execution of the Leaseback Agreement and related documents are subject to (i) obtaining all necessary governmental approvals, (ii) approval of the Company, (iii) approval by the members of the Agency, (iv) determination of IDA \ ComputingCenter induce.agr - Page 4-27

28 the environmental impact of the Project Facility by the Agency and compliance with the State Environmental Quality Review Act, (v) agreement between the Agency, the Company, and any mortgagee or other financial institution or agency involved with the financing of the construction of the building of the Project Facility of mutually acceptable terms and conditions for the Leaseback Agreement and other documentation required in this transaction, (vi) the condition that there is no change in New York State Law which prohibits or limits the Agency from fulfilling its obligations and commitment as herein set forth, and (vii) payment by the Company of the Agency s fee and expenses The LLC and the Company agree that they will reimburse the Agency for all reasonable and necessary direct out-of-pocket expenses which the Agency may incur as a consequence of the execution of this Agreement or performing its obligations hereunder The LLC agrees to execute with the Agency a payment-in-lieu-of tax agreement in accordance with the request of the LLC submitted to the Agency and agreed to by the Agency in the Resolution If for any reason the Leaseback Agreement is not executed and delivered on or before twelve (12) months from the date hereof, the provisions of this Agreement (other than the provisions of Articles 3.04, 3.05, 3.06, 3.07 and 3.09 above, which shall survive) shall, unless extended by agreement of the Agency and the LLC and the Company, terminate and be of no further force or effect, and following such termination neither party shall have any rights against the other party except: (a) The LLC and the Company shall pay the Agency for all expenses which were authorized by the LLC or the Company and incurred by the Agency in connection with the acquisition, construction and equipping of the Project Facility; (b) The LLC and the Company shall assume and be responsible for any contracts for construction or purchase of the equipment entered into by the Agency at the request of or as agent of the LLC or the Company in connection with the Project Facility; and (c) The LLC and the Company will pay the direct out-of-pocket expenses of members of the Agency, and counsel for the Agency incurred in connection with the Project Facility and will pay the reasonable fees of counsel for the Agency for legal services relating to the Project Facility and the proposed construction thereof The LLC and the Company agree to be bound by the terms of the Tompkins County Industrial Development Agency Incentive Recapture Policy incorporated herein by reference. IDA \ ComputingCenter induce.agr - Page 5-28

29 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of March, TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY WARREN DRIVE 987, LLC By: By: Heather D. McDaniel Name: Administrative Director Title: BAUM CONTROL SYSTEMS, INC. D/B/A THE COMPUTING CENTER By: Name: Title: STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss.: On the day of March, in the year 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared HEATHER D. McDANIEL, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person on behalf of whom the individual acted, executed the instrument. Notary Public STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss.: On the day of March, in the year 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that s/he executed the same in her/his capacity, and that by her/his signature on the instrument, the individual, or the person on behalf of whom the individual acted, executed the instrument. Notary Public IDA \ ComputingCenter induce.agr - Page 6-29

30 STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss.: On the day of March, in the year 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that s/he executed the same in her/his capacity, and that by her/his signature on the instrument, the individual, or the person on behalf of whom the individual acted, executed the instrument. Notary Public IDA \ ComputingCenter induce.agr - Page 7-30

31 RESOLUTION The Tompkins County Industrial Development Agency met in regular session in Legislative Chambers, Governor Daniel D. Tompkins Building, 121 E. Court Street, Town of Ithaca, New York, on March 9, 2017 at 4:00 p.m., local time. The meeting was called to order by Chair Jim Dennis and, upon roll being called, the following were: PRESENT: Jim Dennis Martha Robertson Svante Myrick Will Burbank Grace Chiang Jennifer Tavares Rich John ABSENT: Presented the following Resolution which was seconded by RESOLUTION OF THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY ESTABLISHING THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY AS LEAD AGENCY PURSUANT TO THE STATE ENVIRONMENTAL QUALITY REVIEW ACT RELATIVE TO THE PROPOSED PROJECT WHEREAS, Delaware River Solar, LLC has requested the Tompkins County Industrial Development Agency s assistance with a certain project consisting of a new solar energy system (ground-mounted photovoltaic system), to be known as the Millard Hill Road Solar Farm, on a acres in the Town of Newfield, identified on the Town of Newfield Tax Map , , , and (the latter four parcels subdivided from the original parcel ), which Project will include installation of deer fencing surrounding the solar energy system, a visual screening line, construction of temporary access roads and a staging area, and which will disturb approximately 42 acres (the Project ); WHEREAS, the Agency determined that Part 1 of the Full Environmental Assessment Form ( FEAF ) should be prepared pursuant to the State Environmental Quality Review Act (hereinafter SEQRA ), to fully detail the components of the Project; WHEREAS, Part 1 of the FEAF, having been reviewed and considered by the Agency at its January 12, 2017, meeting, appeared adequate and accurate relative to the Project;. {H } 31

32 WHEREAS, the Agency has identified the Town of Newfield; Town of Newfield Planning Board; Tompkins County Planning Department; New York State Department of Environmental Conservation; New York State Office of Parks, Recreation and Historic Preservation; New York State Energy Research and Development Agency; and the New York Public Service Commission as the Interested and Involved Agencies relative to the Project (hereinafter the Interested and Involved Agencies ); WHEREAS, the Agency forwarded a copy of the Part 1 of the EAF to the Interested and Involved Agencies along with the notice of the Board s intent, absent any objection from the involved Agencies, to establish itself SEQRA Lead Agency relative to the project; WHEREAS, no Involved Agencies objected to the establishment of the Agency as Lead Agency relative to the Project; and WHEREAS, the Agency intends to establish itself Lead Agency with respect to the Project in accordance with the SEQRA regulations at 6 NYCRR and to give notice of such establishment. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY BOARD OF DIRECTORS THAT: 1. The Agency is hereby established as Lead Agency for purposes of SEQRA relative to the Project. 2. The Agency is hereby authorized to notify the Involved and Interested Agencies that the Agency has been established as Lead Agency for the Project. 3. The Resolution shall take effect immediately. THE FOREGOING RESOLUTION, was put to vote as follows: Name Vote Jim Dennis, Chair Martha Robertson, Vice Chair Svante Myrick, Secretary Will Burbank Grace Chiang {H } 32

33 Jennifer Tavares Rich John {H } 33

34 STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss: I, the undersigned Secretary of the Tompkins County Industrial Development Agency DO HEREBY CERTIFY: That I have compared the foregoing copy of minutes of the meeting of the members of the Tompkins County Industrial Development Agency (the Agency ), including the Resolution contained therein, held on January 12, 2017, with the original thereof on file in my office, and that the same is a true and correct copy of said original and of the whole of said original so far as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that (i) all members of the Agency Board had due notice of said meeting, (ii) said meeting was in all respect duly held, (iii) pursuant to Section 104 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and public notice of the time and place of said meeting was given in accordance with said Section 104 and (iv) there was a quorum of the members of the Agency Board present throughout said meeting. I FURTHER CERTIFY that as of the date hereof the attached Resolution is in full force and effect and has not been amended, repealed or rescinded. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the District this day of March, Tompkins County Industrial Development Agency By: Svante Myrick Secretary of the Agency {H } 34

35 RESOLUTION The Tompkins County Industrial Development Agency met in regular session in Legislative Chambers, Governor Daniel D. Tompkins Building, 121 E. Court Street, Town of Ithaca, New York, on March 9, 2017 at 4:00 p.m., local time. The meeting was called to order by Chair Jim Dennis and, upon roll being called, the following were: PRESENT: Jim Dennis Martha Robertson Svante Myrick Will Burbank Grace Chiang Jennifer Tavares Rich John ABSENT: Presented the following Resolution which was seconded by RESOLUTION OF THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY ISSUING NEGATIVE DECLARATION PURSUANT TO THE STATE ENVIRONMENTAL QUALITY REVIEW ACT RELATIVE TO THE PROPOSED PROJECT. WHEREAS, Delaware River Solar, LLC has requested the Tompkins County Industrial Development Agency s assistance with a certain project consisting of a new solar energy system (ground-mounted photovoltaic system), to be known as the Millard Hill Road Solar Farm, on a acres in the Town of Newfield, identified on the Town of Newfield Tax Map , , , and (the latter four parcels subdivided from the original parcel ), which Project will include installation of deer fencing surrounding the solar energy system, a visual screening line, construction of temporary access roads and a staging area, and which will disturb approximately 42 acres (the Project ); WHEREAS, the Agency determined that Part 1 of the Full Environmental Assessment Form ( FEAF ) should be prepared pursuant to the State Environmental Quality Review Act (hereinafter SEQRA ), to fully detail the components of the Project; WHEREAS, Part 1 of the FEAF, having been reviewed and considered by the Agency at its January 12, 2017, meeting, appeared adequate and accurate relative to the Project; {H } 35

36 WHEREAS, the Agency has identified the Town of Newfield; Town of Newfield Planning Agency; Tompkins County Planning Department; New York State Department of Environmental Conservation; New York State Office of Parks, Recreation and Historic Preservation; New York State Energy Research and Development Agency; and the New York Public Service Commission as the Interested and Involved Agencies relative to the Project (hereinafter the Interested and Involved Agencies ); WHEREAS, the Agency forwarded a copy of the Part 1 of the EAF to the Interested and Involved Agencies along with the notice of the Agency s intent, absent any objection from the involved Agencies, to establish itself SEQRA Lead Agency relative to the project; WHEREAS, no Involved Agencies objected to the establishment of the Agency as Lead Agency relative to the Project; and WHEREAS, the Project is a Type I Action pursuant to 6 NYCRR 617.2(ai) and therefore coordinated SEQRA review is required; WHEREAS, the Agency declared itself the Lead Agency on March 9, 2017; and WHEREAS, the Agency caused Part 2 and 3 of the EAF to be prepared for the Project; WHEREAS, the Agency now desires to make its determination of significance in accordance with the SEQRA Regulations at 6 NYCRR NOW, THEREFORE, BE IT RESOLVED BY THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS: 1. Part 2 of the EAF, attached hereto as Exhibit 1 is hereby accepted by the Agency. 2. Based upon a thorough examination and analysis of the EAF and review of the SEQRA regulations at 6 NYCRR and based further on comments received from Involved and Interested Agencies, the Agency s knowledge of the area surrounding the Project and such further investigation of the Project and its environmental effects as the Agency has deemed appropriate, the Agency has identified the following relevant areas of environmental concern and makes the following findings with respect to the Project, which are set forth in more detail in Part 3 of the EAF attached hereto as Exhibit 2: i. The Project will not otherwise cause a substantial adverse change in existing air quality, ground or surface water quality, traffic or noise levels, or substantial increase in potential for erosion, flooding, leaching or drainage problems; {H } 36

37 ii. iii. iv. The Project will not cause the removal or destruction of large quantities of vegetation or fauna, substantial interference with the movement of any resident or migratory fish or wildlife species, impacts on a significant habitat area, substantial adverse impacts on a threatened or endangered species of animal or plant, or the habitat of such a species, or other significant adverse impacts to natural recourses; The Project will not cause the impairment of the environmental characteristics of a Critical Environmental Area as designated pursuant to 6NYCRR (g) of this Part; The Project will be undertaken will not cause the creation of a material conflict with a community s current plans or goals as officially approved or adopted; v. The Project will not cause the impairment of the character or quality of important historical, archeological, architectural, or aesthetic resources or of existing community or neighborhood character; vi. vii. viii. ix. The Project will not cause a major change in the use of either the quantity or type of energy; The Project will have a positive impact on human health; The Project will not cause a substantial change in the use, or intensity of use, of land including agricultural, open space or recreational resources, or in its capacity to support existing uses; The Project will not cause the encouraging or attracting of a large number of people to a place or places for more than a few days, compared to the number of people who would come to such place absent the Project; x. The Project will not cause the creation of a material demand for other actions that would result in one of the above consequences; xi. xii. The Project will not cause changes in two or more elements of the environment, no one of which has a significant impact on the environment, but when considered together result in a substantial adverse impact on the environment; or The Project is not one of two or more related actions undertaken, funded or approved by an agency, none of which has or would have a significant impact on the environment, but when considered cumulatively would meet one or more of the criteria in 6 NYCRR {H } 37

38 3. Based upon the foregoing investigation of the potential environmental impacts of the Project and considering both the magnitude and importance of each environmental impact therein indicated, the Agency makes the following findings and determinations with respect to the Project: a. The Project constitutes a Type I Action as said quoted term is defined in the SEQRA regulations at 6 NYCRR 617.2(ai) and therefore coordinated review is required; b. The Project will result in no significant environmental impacts and, therefore, is one which will not have a significant effect on the environment. Therefore, the Agency hereby determines that the Project will not have a significant effect on the environment, and the Agency will not require the preparation of an Environmental Impact Statement with respect to the Project; and c. As a consequence of the foregoing, the Agency has decided to prepare a Negative Declaration with respect to the Project, a copy of which is attached hereto as Exhibit The Agency is hereby directed to file a Negative Declaration (a) for publication in the Environmental News Bulletin ( ENB ), (b) in the main office of the Agency, and (c) to provide a copy of the Negative Declaration to all Involved and Interested Agencies. 5. This Resolution shall take effect immediately. THE FOREGOING RESOLUTION, was put to vote as follows: Name Vote Jim Dennis, Chair Martha Robertson, Vice Chair Svante Myrick, Secretary Will Burbank Grace Chiang Jennifer Tavares Rich John {H } 38

39 STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss: I, the undersigned Secretary of the Tompkins County Industrial Development Agency DO HEREBY CERTIFY: That I have compared the foregoing copy of minutes of the meeting of the members of the Tompkins County Industrial Development Agency Board (the Board ), including the Resolution contained therein, held on March 9, 2017, with the original thereof on file in my office, and that the same is a true and correct copy of said original and of the whole of said original so far as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that (i) all members of the Board had due notice of said meeting, (ii) said meeting was in all respect duly held, (iii) pursuant to Section 104 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and public notice of the time and place of said meeting was given in accordance with said Section 104 and (iv) there was a quorum of the members of the Board present throughout said meeting. I FURTHER CERTIFY that as of the date hereof the attached Resolution is in full force and effect and has not been amended, repealed or rescinded. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the District this day of March, Tompkins County Industrial Development Agency By: Svante Myrick Secretary of the Agency {H } 39

40 INDUCEMENT RESOLUTION: Delaware River Solar, LLC - Newfield I Millard Hill Road, Town of Newfield A regular meeting of the Tompkins County Industrial Development Agency was convened on March 9, 2017 at 4:00 p.m. The following resolution was duly offered and seconded, to wit: Resolution authorizing the Tompkins County Industrial Development Agency to (i) take a leasehold interest in real property consisting of a parcel of land leased by Delaware River Solar, LLC and located on Millard Hill Road in the Town of Newfield, Tompkins County, New York (currently designated as Town of Newfield tax parcel number ) and improvements to be constructed thereon; (ii) appoint Delaware River Solar, LLC as its agent to acquire, construct and equip thereon a 2-megawatt community solar array (known as Newfield I) to be used to generate electricity that will allow residential and commercial subscribers to receive renewable energy that will offset traditional power sources for the equivalent of 400 homes; (iii) negotiate and execute a lease agreement, leaseback agreement and related payment-in-lieu-of-tax agreement; (iv) provide financial assistance to Delaware River Solar, LLC in the form of: (a) a sales tax exemption for purchases and rentals related to the acquisition, construction and equipping of the project, (b) a partial real property tax abatement through the PILOT Agreement, and (c) a mortgage tax exemption for the financing related to the project; and (v) execute related documents. WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and 895-b of the General Municipal Law of the State of New York, as amended (hereinafter collectively called the Act ), TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY (hereinafter called the Agency ) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping civic, industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, Delaware River Solar, LLC (hereinafter called the Company ), for itself or on behalf of an entity to be formed, desires to acquire, construct and equip upon real property leased by the Company on Millard Hill Road in the Town of Newfield, Tompkins County, New York (currently designated as Town of Newfield tax parcel number ) (the Land ) a 2-megawatt community solar array (known as Newfield I) to be used to generate electricity that will allow residential and commercial subscribers to receive IDA \ DE River Solar-Newfield I induce.res - Page 1-40

41 renewable energy that will offset traditional power sources for the equivalent of 400 homes (hereinafter called the Project ); and WHEREAS, pursuant to Article 18-A of the General Municipal Law, the Agency desires to adopt a resolution describing the Project and the financial assistance that the Agency is contemplating with respect to the Project; and WHEREAS, it is contemplated that the Agency will (i) designate the Company as its agent for the purpose of acquiring, constructing, and equipping the Project, (ii) negotiate and enter into a lease agreement (the Lease ), leaseback agreement (the Leaseback Agreement ) and payment-in-lieu-of-tax agreement (the PILOT Agreement ) with the Company, (iii) take a leasehold interest in the land and the improvements and personal property constituting the Project (once the Leaseback Agreement and PILOT Agreement have been negotiated), and (iv) provide financial assistance to the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to the acquisition, construction and equipping of the Project, (b) a partial real property tax abatement through the PILOT Agreement, and (c) a mortgage tax exemption for the financing related to the Project; and WHEREAS, pursuant to General Municipal Law Section 859-a, at 6:00 p.m. on February 6, 2017 at the Newfield Town Hall, located in the Town of Newfield at 166 Main Street, Newfield, New York, the Agency held a public hearing with respect to the Project and the proposed financial assistance being contemplated by the Agency (the Public Hearing ) whereat interested parties were provided a reasonable opportunity, both orally and in writing, to present their views. A copy of the minutes of said Public Hearing is attached hereto as Exhibit A; and WHEREAS, the Agency on March, 2017 issued a negative declaration (the SEQR Proceedings ) under Article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by the Department of Environmental Conservation of the State (collectively, SEQR ) with respect to the Project. A copy of the negative declaration is attached hereto as Exhibit B; and NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the Agency. Based upon the representations made by the Company to the Agency in the Company s application, the Agency hereby finds and determines that: a. By virtue of the Act, the Agency has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; b. It is desirable and in the public interest for the Agency to appoint the Company as its agent for purposes of acquiring, constructing and equipping the Project; c. The Agency has the authority to take the actions contemplated herein under the Act; d. The action to be taken by the Agency will induce the Company to develop the Project, thereby increasing employment opportunities in Tompkins County and otherwise furthering the purposes of the Agency as set forth in the Act; IDA \ DE River Solar-Newfield I induce.res - Page 2-41

42 e. The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the State ) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State, and the Agency hereby finds that, based on the Company s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; Section 2. Based upon a review of the Company s application and the SEQR Proceedings submitted to the Agency, the Agency hereby: a. Consents to and affirms the status of the Agency as Lead Agency within the meaning of, and for all purposes of complying with, SEQR; b. Determines that the proceedings undertaken by the Agency as Lead Agency under SEQR with respect to the acquisition, construction and equipping of the Facility satisfy the requirements of SEQR, and ratifies and confirms such proceedings by the Agency as Lead Agency; c. Determines that all of the provisions of SEQR that are required to be complied with as a condition precedent to the approval of the financial assistance contemplated by the Agency with respect to the Project and the participation by the Agency in undertaking the Project have been satisfied. Section 3. Section 4. Section 5. Subject to the Company executing the Agency Project Agreement attached hereto as Exhibit C and the Inducement Agreement attached hereto as Exhibit D, the Agency hereby authorizes the Company to proceed with the acquisition, construction and equipping of the Project and hereby appoints the Company as the true and lawful agent of the Agency: (i) to acquire, construct and equip the Project; (ii) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent for the Agency with the authority to delegate such agency, in whole or in part, to agents, subagents, contractors and subcontractors of such agents and subagents and to such other parties as the Company chooses; and (iii) in general, to do all things which may be requisite or proper for completing the Project, all with the same powers and the same validity that the Agency could do if acting on its own behalf; provided, however, that the Agency Project Agreement shall expire on March 31, 2019 (unless extended for good cause by the Administrative Director of the Agency) if the Leaseback Agreement and PILOT Agreement contemplated have not been executed and delivered. The standard Agency Administrative Fee pursuant to the Mission, Policies and Procedures of the Agency is one percent (1%) of the expenses that are positively impacted by the Agency incentives. The fee for this Project will be one-half of one percent (0.5%). The Chairperson, Vice Chairperson, and/or Administrative Director of the Agency are hereby authorized, on behalf of the Agency, to negotiate and execute (a) the Lease Agreement whereby the Company conveys a leasehold interest in the Project to the Agency, (b) the related Leaseback Agreement leasing the Project back to the Company, and (c) the PILOT IDA \ DE River Solar-Newfield I induce.res - Page 3-42

43 Agreement; provided (i) the rental payments under the Leaseback Agreement include payment of all costs incurred by the Agency arising out of or related to the Project and indemnification of the Agency by the Company for actions taken by the Company and/or claims arising out of or related to the Project; and (ii) the terms of the PILOT Agreement are consistent with the Agency s Uniform Tax Exemption Policy or the procedures for deviation have been complied with. Section 6. Section 7. Section 8. The Chairperson, Vice Chairperson and/or Administrative Director of the Agency are hereby authorized, on behalf of the Agency, to execute and deliver any and all documents, in a form acceptable to the Agency s counsel, reasonably contemplated by these resolutions to accomplish building construction, acquisition and installation of equipment and other personal property, and related transactional costs (hereinafter, with the Leaseback Agreement and PILOT Agreement, collectively called the Agency Documents ); and, where appropriate, the Secretary or Assistant Secretary of the Agency is hereby authorized to affix the seal of the Agency to the Agency Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairperson, Vice Chairperson, and/or Administrative Director of the Agency shall approve, the execution thereof by the Chairperson, Vice Chairperson, and/or Administrative Director of the Agency to constitute conclusive evidence of such approval; provided in all events that recourse against the Agency is limited to the Agency s interest in the Project. The officers, employees and agents of the Agency are hereby authorized and directed for and in the name and on behalf of the Agency to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Agency with all of the terms, covenants and provisions of the documents executed for and on behalf of the Agency. These resolutions shall take effect immediately. The question of the adoption of the foregoing resolutions was duly put to a vote by roll call, which resulted as follows: Member names Yea Nea Abstain Absent James P. Dennis, Chairperson [ ] [ ] [ ] [ ] Martha Robertson, Vice Chairperson [ ] [ ] [ ] [ ] Svante L. Myrick, Secretary [ ] [ ] [ ] [ ] Will Burbank [ ] [ ] [ ] [ ] Grace Chiang [ ] [ ] [ ] [ ] Jennifer Tavares [ ] [ ] [ ] [ ] Richard T. John [ ] [ ] [ ] [ ] The resolutions were thereupon duly adopted. IDA \ DE River Solar-Newfield I induce.res - Page 4-43

44 I, Svante L. Myrick, as Secretary of the Tompkins County Industrial Development Agency, hereby certify that the above is a true and correct copy of a duly authorized resolution of the Tompkins County Industrial Development Agency. Dated: March, 2017 Svante L. Myrick, Secretary of the Tompkins County Industrial Development Agency IDA \ DE River Solar-Newfield I induce.res - Page 5-44

45 INDUCEMENT RESOLUTION: Delaware River Solar, LLC - Newfield II Millard Hill Road, Town of Newfield A regular meeting of the Tompkins County Industrial Development Agency was convened on March 9, 2017 at 4:00 p.m. The following resolution was duly offered and seconded, to wit: Resolution authorizing the Tompkins County Industrial Development Agency to (i) take a leasehold interest in real property consisting of a parcel of land leased by Delaware River Solar, LLC and located on Millard Hill Road in the Town of Newfield, Tompkins County, New York (currently designated as Town of Newfield tax parcel number ) and improvements to be constructed thereon; (ii) appoint Delaware River Solar, LLC as its agent to acquire, construct and equip thereon a 2-megawatt community solar array (known as Newfield II) to be used to generate electricity that will allow residential and commercial subscribers to receive renewable energy that will offset traditional power sources for the equivalent of 400 homes; (iii) negotiate and execute a lease agreement, leaseback agreement and related payment-in-lieu-of-tax agreement; (iv) provide financial assistance to Delaware River Solar, LLC in the form of: (a) a sales tax exemption for purchases and rentals related to the acquisition, construction and equipping of the project, (b) a partial real property tax abatement through the PILOT Agreement, and (c) a mortgage tax exemption for the financing related to the project; and (v) execute related documents. WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and 895-b of the General Municipal Law of the State of New York, as amended (hereinafter collectively called the Act ), TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY (hereinafter called the Agency ) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping civic, industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, Delaware River Solar, LLC (hereinafter called the Company ), for itself or on behalf of an entity to be formed, desires to acquire, construct and equip upon real property leased by the Company on Millard Hill Road in the Town of Newfield, Tompkins County, New York (currently designated as Town of Newfield tax parcel number ) (the Land ) a 2-megawatt community solar array (known as Newfield II) to be used to generate electricity that will allow residential and commercial subscribers to IDA \ DE River Solar-Newfield II induce.res - Page 1-45

46 receive renewable energy that will offset traditional power sources for the equivalent of 400 homes (hereinafter called the Project ); and WHEREAS, pursuant to Article 18-A of the General Municipal Law, the Agency desires to adopt a resolution describing the Project and the financial assistance that the Agency is contemplating with respect to the Project; and WHEREAS, it is contemplated that the Agency will (i) designate the Company as its agent for the purpose of acquiring, constructing, and equipping the Project, (ii) negotiate and enter into a lease agreement (the Lease ), leaseback agreement (the Leaseback Agreement ) and payment-in-lieu-of-tax agreement (the PILOT Agreement ) with the Company, (iii) take a leasehold interest in the land and the improvements and personal property constituting the Project (once the Leaseback Agreement and PILOT Agreement have been negotiated), and (iv) provide financial assistance to the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to the acquisition, construction and equipping of the Project, (b) a partial real property tax abatement through the PILOT Agreement, and (c) a mortgage tax exemption for the financing related to the Project; and WHEREAS, pursuant to General Municipal Law Section 859-a, at 6:00 p.m. on February 6, 2017 at the Newfield Town Hall, located in the Town of Newfield at 166 Main Street, Newfield, New York, the Agency held a public hearing with respect to the Project and the proposed financial assistance being contemplated by the Agency (the Public Hearing ) whereat interested parties were provided a reasonable opportunity, both orally and in writing, to present their views. A copy of the minutes of said Public Hearing is attached hereto as Exhibit A; and WHEREAS, the Agency on March, 2017 issued a negative declaration (the SEQR Proceedings ) under Article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by the Department of Environmental Conservation of the State (collectively, SEQR ) with respect to the Project. A copy of the negative declaration is attached hereto as Exhibit B; and NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the Agency. Based upon the representations made by the Company to the Agency in the Company s application, the Agency hereby finds and determines that: a. By virtue of the Act, the Agency has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; b. It is desirable and in the public interest for the Agency to appoint the Company as its agent for purposes of acquiring, constructing and equipping the Project; c. The Agency has the authority to take the actions contemplated herein under the Act; d. The action to be taken by the Agency will induce the Company to develop the Project, thereby increasing employment opportunities in Tompkins County and otherwise furthering the purposes of the Agency as set forth in the Act; IDA \ DE River Solar-Newfield II induce.res - Page 2-46

47 e. The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the State ) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State, and the Agency hereby finds that, based on the Company s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; Section 2. Based upon a review of the Company s application and the SEQR Proceedings submitted to the Agency, the Agency hereby: a. Consents to and affirms the status of the Agency as Lead Agency within the meaning of, and for all purposes of complying with, SEQR; b. Determines that the proceedings undertaken by the Agency as Lead Agency under SEQR with respect to the acquisition, construction and equipping of the Facility satisfy the requirements of SEQR, and ratifies and confirms such proceedings by the Agency as Lead Agency; c. Determines that all of the provisions of SEQR that are required to be complied with as a condition precedent to the approval of the financial assistance contemplated by the Agency with respect to the Project and the participation by the Agency in undertaking the Project have been satisfied. Section 3. Section 4. Section 5. Subject to the Company executing the Agency Project Agreement attached hereto as Exhibit C and the Inducement Agreement attached hereto as Exhibit D, the Agency hereby authorizes the Company to proceed with the acquisition, construction and equipping of the Project and hereby appoints the Company as the true and lawful agent of the Agency: (i) to acquire, construct and equip the Project; (ii) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent for the Agency with the authority to delegate such agency, in whole or in part, to agents, subagents, contractors and subcontractors of such agents and subagents and to such other parties as the Company chooses; and (iii) in general, to do all things which may be requisite or proper for completing the Project, all with the same powers and the same validity that the Agency could do if acting on its own behalf; provided, however, that the Agency Project Agreement shall expire on March 31, 2019 (unless extended for good cause by the Administrative Director of the Agency) if the Leaseback Agreement and PILOT Agreement contemplated have not been executed and delivered. The standard Agency Administrative Fee pursuant to the Mission, Policies and Procedures of the Agency is one percent (1%) of the expenses that are positively impacted by the Agency incentives. The fee for this Project will be one-half of one percent (0.5%). The Chairperson, Vice Chairperson, and/or Administrative Director of the Agency are hereby authorized, on behalf of the Agency, to negotiate and execute (a) the Lease Agreement whereby the Company conveys a leasehold interest in the Project to the Agency, (b) the related Leaseback Agreement leasing the Project back to the Company, and (c) the PILOT IDA \ DE River Solar-Newfield II induce.res - Page 3-47

48 Agreement; provided (i) the rental payments under the Leaseback Agreement include payment of all costs incurred by the Agency arising out of or related to the Project and indemnification of the Agency by the Company for actions taken by the Company and/or claims arising out of or related to the Project; and (ii) the terms of the PILOT Agreement are consistent with the Agency s Uniform Tax Exemption Policy or the procedures for deviation have been complied with. Section 6. Section 7. Section 8. The Chairperson, Vice Chairperson and/or Administrative Director of the Agency are hereby authorized, on behalf of the Agency, to execute and deliver any and all documents, in a form acceptable to the Agency s counsel, reasonably contemplated by these resolutions to accomplish building construction, acquisition and installation of equipment and other personal property, and related transactional costs (hereinafter, with the Leaseback Agreement and PILOT Agreement, collectively called the Agency Documents ); and, where appropriate, the Secretary or Assistant Secretary of the Agency is hereby authorized to affix the seal of the Agency to the Agency Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairperson, Vice Chairperson, and/or Administrative Director of the Agency shall approve, the execution thereof by the Chairperson, Vice Chairperson, and/or Administrative Director of the Agency to constitute conclusive evidence of such approval; provided in all events that recourse against the Agency is limited to the Agency s interest in the Project. The officers, employees and agents of the Agency are hereby authorized and directed for and in the name and on behalf of the Agency to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Agency with all of the terms, covenants and provisions of the documents executed for and on behalf of the Agency. These resolutions shall take effect immediately. The question of the adoption of the foregoing resolutions was duly put to a vote by roll call, which resulted as follows: Member names Yea Nea Abstain Absent James P. Dennis, Chairperson [ ] [ ] [ ] [ ] Martha Robertson, Vice Chairperson [ ] [ ] [ ] [ ] Svante L. Myrick, Secretary [ ] [ ] [ ] [ ] Will Burbank [ ] [ ] [ ] [ ] Grace Chiang [ ] [ ] [ ] [ ] Jennifer Tavares [ ] [ ] [ ] [ ] Richard T. John [ ] [ ] [ ] [ ] The resolutions were thereupon duly adopted. IDA \ DE River Solar-Newfield II induce.res - Page 4-48

49 I, Svante L. Myrick, as Secretary of the Tompkins County Industrial Development Agency, hereby certify that the above is a true and correct copy of a duly authorized resolution of the Tompkins County Industrial Development Agency. Dated: March, 2017 Svante L. Myrick, Secretary of the Tompkins County Industrial Development Agency IDA \ DE River Solar-Newfield II induce.res - Page 5-49

50 INDUCEMENT RESOLUTION: Delaware River Solar, LLC - Newfield III Millard Hill Road, Town of Newfield A regular meeting of the Tompkins County Industrial Development Agency was convened on March 9, 2017 at 4:00 p.m. The following resolution was duly offered and seconded, to wit: Resolution authorizing the Tompkins County Industrial Development Agency to (i) take a leasehold interest in real property consisting of a parcel of land leased by Delaware River Solar, LLC and located on Millard Hill Road in the Town of Newfield, Tompkins County, New York (currently designated as Town of Newfield tax parcel number ) and improvements to be constructed thereon; (ii) appoint Delaware River Solar, LLC as its agent to acquire, construct and equip thereon a 2-megawatt community solar array (known as Newfield III) to be used to generate electricity that will allow residential and commercial subscribers to receive renewable energy that will offset traditional power sources for the equivalent of 400 homes; (iii) negotiate and execute a lease agreement, leaseback agreement and related payment-in-lieu-of-tax agreement; (iv) provide financial assistance to Delaware River Solar, LLC in the form of: (a) a sales tax exemption for purchases and rentals related to the acquisition, construction and equipping of the project, (b) a partial real property tax abatement through the PILOT Agreement, and (c) a mortgage tax exemption for the financing related to the project; and (v) execute related documents. WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and 895-b of the General Municipal Law of the State of New York, as amended (hereinafter collectively called the Act ), TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY (hereinafter called the Agency ) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping civic, industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, Delaware River Solar, LLC (hereinafter called the Company ), for itself or on behalf of an entity to be formed, desires to acquire, construct and equip upon real property leased by the Company on Millard Hill Road in the Town of Newfield, Tompkins County, New York (currently designated as Town of Newfield tax parcel number ) (the Land ) a 2-megawatt community solar array (known as Newfield III) to be used to generate electricity that will allow residential and commercial subscribers to IDA \ DE River Solar-Newfield III induce.res - Page 1-50

51 receive renewable energy that will offset traditional power sources for the equivalent of 400 homes (hereinafter called the Project ); and WHEREAS, pursuant to Article 18-A of the General Municipal Law, the Agency desires to adopt a resolution describing the Project and the financial assistance that the Agency is contemplating with respect to the Project; and WHEREAS, it is contemplated that the Agency will (i) designate the Company as its agent for the purpose of acquiring, constructing, and equipping the Project, (ii) negotiate and enter into a lease agreement (the Lease ), leaseback agreement (the Leaseback Agreement ) and payment-in-lieu-of-tax agreement (the PILOT Agreement ) with the Company, (iii) take a leasehold interest in the land and the improvements and personal property constituting the Project (once the Leaseback Agreement and PILOT Agreement have been negotiated), and (iv) provide financial assistance to the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to the acquisition, construction and equipping of the Project, (b) a partial real property tax abatement through the PILOT Agreement, and (c) a mortgage tax exemption for the financing related to the Project; and WHEREAS, pursuant to General Municipal Law Section 859-a, at 6:00 p.m. on February 6, 2017 at the Newfield Town Hall, located in the Town of Newfield at 166 Main Street, Newfield, New York, the Agency held a public hearing with respect to the Project and the proposed financial assistance being contemplated by the Agency (the Public Hearing ) whereat interested parties were provided a reasonable opportunity, both orally and in writing, to present their views. A copy of the minutes of said Public Hearing is attached hereto as Exhibit A; and WHEREAS, the Agency on March, 2017 issued a negative declaration (the SEQR Proceedings ) under Article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by the Department of Environmental Conservation of the State (collectively, SEQR ) with respect to the Project. A copy of the negative declaration is attached hereto as Exhibit B; and NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the Agency. Based upon the representations made by the Company to the Agency in the Company s application, the Agency hereby finds and determines that: a. By virtue of the Act, the Agency has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; b. It is desirable and in the public interest for the Agency to appoint the Company as its agent for purposes of acquiring, constructing and equipping the Project; c. The Agency has the authority to take the actions contemplated herein under the Act; d. The action to be taken by the Agency will induce the Company to develop the Project, thereby increasing employment opportunities in Tompkins County and otherwise furthering the purposes of the Agency as set forth in the Act; IDA \ DE River Solar-Newfield III induce.res - Page 2-51

52 e. The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the State ) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State, and the Agency hereby finds that, based on the Company s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; Section 2. Based upon a review of the Company s application and the SEQR Proceedings submitted to the Agency, the Agency hereby: a. Consents to and affirms the status of the Agency as Lead Agency within the meaning of, and for all purposes of complying with, SEQR; b. Determines that the proceedings undertaken by the Agency as Lead Agency under SEQR with respect to the acquisition, construction and equipping of the Facility satisfy the requirements of SEQR, and ratifies and confirms such proceedings by the Agency as Lead Agency; c. Determines that all of the provisions of SEQR that are required to be complied with as a condition precedent to the approval of the financial assistance contemplated by the Agency with respect to the Project and the participation by the Agency in undertaking the Project have been satisfied. Section 3. Section 4. Section 5. Subject to the Company executing the Agency Project Agreement attached hereto as Exhibit C and the Inducement Agreement attached hereto as Exhibit D, the Agency hereby authorizes the Company to proceed with the acquisition, construction and equipping of the Project and hereby appoints the Company as the true and lawful agent of the Agency: (i) to acquire, construct and equip the Project; (ii) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent for the Agency with the authority to delegate such agency, in whole or in part, to agents, subagents, contractors and subcontractors of such agents and subagents and to such other parties as the Company chooses; and (iii) in general, to do all things which may be requisite or proper for completing the Project, all with the same powers and the same validity that the Agency could do if acting on its own behalf; provided, however, that the Agency Project Agreement shall expire on March 31, 2019 (unless extended for good cause by the Administrative Director of the Agency) if the Leaseback Agreement and PILOT Agreement contemplated have not been executed and delivered. The standard Agency Administrative Fee pursuant to the Mission, Policies and Procedures of the Agency is one percent (1%) of the expenses that are positively impacted by the Agency incentives. The fee for this Project will be one-half of one percent (0.5%). The Chairperson, Vice Chairperson, and/or Administrative Director of the Agency are hereby authorized, on behalf of the Agency, to negotiate and execute (a) the Lease Agreement whereby the Company conveys a leasehold interest in the Project to the Agency, (b) the related Leaseback Agreement leasing the Project back to the Company, and (c) the PILOT IDA \ DE River Solar-Newfield III induce.res - Page 3-52

53 Agreement; provided (i) the rental payments under the Leaseback Agreement include payment of all costs incurred by the Agency arising out of or related to the Project and indemnification of the Agency by the Company for actions taken by the Company and/or claims arising out of or related to the Project; and (ii) the terms of the PILOT Agreement are consistent with the Agency s Uniform Tax Exemption Policy or the procedures for deviation have been complied with. Section 6. Section 7. Section 8. The Chairperson, Vice Chairperson and/or Administrative Director of the Agency are hereby authorized, on behalf of the Agency, to execute and deliver any and all documents, in a form acceptable to the Agency s counsel, reasonably contemplated by these resolutions to accomplish building construction, acquisition and installation of equipment and other personal property, and related transactional costs (hereinafter, with the Leaseback Agreement and PILOT Agreement, collectively called the Agency Documents ); and, where appropriate, the Secretary or Assistant Secretary of the Agency is hereby authorized to affix the seal of the Agency to the Agency Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairperson, Vice Chairperson, and/or Administrative Director of the Agency shall approve, the execution thereof by the Chairperson, Vice Chairperson, and/or Administrative Director of the Agency to constitute conclusive evidence of such approval; provided in all events that recourse against the Agency is limited to the Agency s interest in the Project. The officers, employees and agents of the Agency are hereby authorized and directed for and in the name and on behalf of the Agency to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Agency with all of the terms, covenants and provisions of the documents executed for and on behalf of the Agency. These resolutions shall take effect immediately. The question of the adoption of the foregoing resolutions was duly put to a vote by roll call, which resulted as follows: Member names Yea Nea Abstain Absent James P. Dennis, Chairperson [ ] [ ] [ ] [ ] Martha Robertson, Vice Chairperson [ ] [ ] [ ] [ ] Svante L. Myrick, Secretary [ ] [ ] [ ] [ ] Will Burbank [ ] [ ] [ ] [ ] Grace Chiang [ ] [ ] [ ] [ ] Jennifer Tavares [ ] [ ] [ ] [ ] Richard T. John [ ] [ ] [ ] [ ] The resolutions were thereupon duly adopted. IDA \ DE River Solar-Newfield III induce.res - Page 4-53

54 I, Svante L. Myrick, as Secretary of the Tompkins County Industrial Development Agency, hereby certify that the above is a true and correct copy of a duly authorized resolution of the Tompkins County Industrial Development Agency. Dated: March, 2017 Svante L. Myrick, Secretary of the Tompkins County Industrial Development Agency IDA \ DE River Solar-Newfield III induce.res - Page 5-54

55 EXHIBIT A Minutes of Public Hearing IDA \ DE River Solar-Newfield III induce.res - Page 6-55

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57 57

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59 Tompkins County Industrial Development Agency Administration provided by TCAD MINUTES OF PUBLIC HEARING Delaware River Solar (NY Newfield I, II, III) February 6, :00 PM Town Hall of Newfield 166 Main Street, Newfield NY Present: Michael Stamm (for Tompkins County Industrial Development Agency), Jim Dennis, Martha Robertson, Jennifer Tavares (TCIDA Board), Daniel Winch, Jeff Hart, George Schumacher, Joanne James, Dr. Cheryl Thomas, Mike Koplika-Loehr, Greg Griffith, Daniel McKenna, Stacey Black, Jim Van Allen, Terry Streduak, Jim Grouchucinski, Christine Laughlin, Gene Van Zile, Brenda Lapp, Michelle Henry (members of the public), Richard Winter (Delaware River Solar) 1. Michael Stamm called the first public hearing (NY Newfield I) to order at 6:00 PM 2. Public hearing notice was read. 3. Call for comments. (comments apply to all three projects) Gave overview of project 20 year PILOT for three 2MW sites total of 6 MW total payment of $8,000 per MW annually with 2% increase each year. Also, Sales Tax Exemption and a partial Mortgage Recording Tax abatements would be given. Greg Griffith asked for a break down from projected revenue how was justification for tax relief developed? Basically the question was how the IDA would evaluate the company s need for incentives. Also are the incentives transferable if the company is sold. Any new owner would have to get approval from IDA to do this. Also, of the sites how many would need transmission lines? A company representative will address this. Brenda Lapp concerned about use of farmland. Also pointed out the public hearing notice talking about 400 houses being provided energy by 2MW but other sources say only 300 houses. She spoke to variables in this area, sunlight, energy usage. Feels like the public is being mislead. Another question about PILOT and 2% increase annually and the amount the town would get per MW referenced the 401 E MLK Jr., Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

60 Tompkins County Industrial Development Agency town s thought about getting $9000 per MW. Why are we not asking for more money from the company. Gene Van Zile Loss of farmland is his concern. What happens to the people who have worked the land their whole lives? The land will not kept up for farming. What right does the company have to take the prime farm land and make a profit for themselves? Why can t they use other land that is not prime farm land. Dan Winch Statement on land use. Two documents studies from EPA and national renewable energy lab report. He is not against solar, but against appropriateness and land use of the solar site. Land impacts from these types of projects can be lessened by siting them on other land types like brownfields etc. Also concerned of possibility that federal subsidies will go away in the future. Spoke to high cost of installation and the need to clean the solar panels monthly. Upgrading of the transmission sites will be costly. Very concerned about the loss of farmland. For these projects there will be in excess of 80 acres of farmland that will be lost. Jeff Hart Newfield Town Supervisor Wants to address a few things. Town will be proposing moratorium on solar farm projects so that a law can be developed that addresses residents concerns. Thanks the company for trying to reach out to the public. Jeff s comments are on the PILOT agreement. The Town had an agreement with the company for more ($18,500 for 2W) than what the IDA s draft policy is currently ($16,000 for 2MW). The town s agreement with the company would bring more money to the town. Every dollar needs to be maximized. The IDA PILOT would not benefit the town as well. Does not want a PILOT for less than what the Town could probably get. Part of the reason the IDA is considering this is that they need a PILOT over 15 years. Cheryl Thomas NCSD Superintendent School opted out of 487 not opposed to PILOT, but supports Town s proposal. Would like the IDA to consider a higher amount per MW. David McKenna Commented about farmland use. Is opposed to use of prime farmland for solar panels. Suggests reconsidering location of projects. Jim Dennis IDA does not have land use control that is the Town s prevue. The IDA is supporting renewable energy in the County. The IDA understands a countywide policy will not fit every location or project. Terry Strednak Spoke to the IDA s draft solar policy that would impact the whole county. Suggested that individual towns should be able to negotiate a higher PILOT amount and that the IDA policy would be the lower limit. He also was concerned about the possibility of not using local labor for the project. He also suggested that any contract should include a requirement that land be restored to the original state after the project is done. Stacey Black IBEW 241 Electric Referenced that the project application did not say they would use local labor Rich Winter has since looked at two local union shops to submit bids. Time frame? Not considered for final approval at February meeting. 401 E MLK Jr., Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

61 Tompkins County Industrial Development Agency George Schumacher curious about $8,000 mw figure did they look at loss of income from farmland? What is the difference in what is currently being paid in property taxes now versus what the PILOT would bring in. Michelle Henry Concerned about using prime agricultural land for commercial solar. Referenced maps where trails and streams were omitted. Talked about sheep grazing around solar panels. Decommission issues must be part of the plan. Concerns about glare from the panels. What about run off of water? Who will enforce and protect? The Town of Newfield has prevue over this. Mike Koplinka-Loehr concern about IDA policy that could be a countywide template. Could other communities go above and beyond the policy? Michael Stamm the IDA has a Uniform Tax Exemption Policy (UTEP) describes types of projects that incentives will be delivered to state law and policies do not allow for individual municipalities to negotiate beyond these. The IDA can deviate from the UTEP based on input during review process. Jim Grochucinski Encouraged letting NCSD Board know about this. Martha Robertson Policy is to encourage renewable energy if the project were on the tax roles without the incentives provided by IDA, we wouldn t see these projects happen. Thinks town s idea of pre-identifying sites that will work for these types of projects. Jim Van Allen - Do you know what will happen in five years with solar arrays? What about property values near by? This is the first solar project that has come to the TCIDA. Talking with the County assessor might help with property values. Barymand?? lives on Millard Road in Newfield. Hopes that due diligence has been done. Upgrades to transmission lines feels the cost should not be passed on to the town of Newfield. Christine Laughlin hope you consider Town s original PILOT negotiations. 4. The hearing was adjourned at 7:20 PM 5. Michael Stamm called the second public hearing (NY Newfield II) to order at 7:20 PM. 6. The hearing was adjourned at 7:25 PM 7. Michael Stamm called the third public hearing (NY Newfield III) to order at 7:25 PM. 8. The hearing was adjourned at 7:30 PM 401 E MLK Jr., Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

62 EXHIBIT C Project Agency Agreement IDA \ DE River Solar-Newfield III induce.res - Page 8-62

63 AGENCY PROJECT AGREEMENT THIS AGREEMENT is made as of the day of March, 2017, by and between the Tompkins County Industrial Development Agency, a public benefit corporation of the State of New York, having its offices at 401 East State Street, Suite 402B, Ithaca, New York (the Agency ) and Delaware River Solar, LLC, a limited liability company duly formed and validly existing pursuant to the laws of the State of New York, with a business address of c/o Auriga Capital Management, LLC, 1460 Broadway, New York, New York (the Company ). WITNESSETH: WHEREAS, the Agency was created by Section 895 of the General Municipal Law of the State of New York pursuant to Title 1 of Article 18-A of the General Municipal Law of the State of New York (collectively, the Act ) as a body corporate and politic and as a public benefit corporation of the State of New York; and WHEREAS, the Company desires to acquire, construct and equip upon real property leased by the Company on Millard Hill Road in the Town of Newfield, Tompkins County, New York (currently designated as Town of Newfield tax parcel number ) (the Land ) a new 2-megawatt community solar array (known as Newfield I) to be used to generate electricity that will allow residential and commercial subscribers to receive renewable energy that will offset traditional power sources for the equivalent of 400 homes (hereinafter called the Project ); and WHEREAS, by Resolution dated March 9, 2017 (the Resolution ), the Agency authorized the Company to act as its agent for the purposes of acquiring, constructing and equipping the Project as set forth above, subject to the Company entering into this Agency Project Agreement; and WHEREAS, the Agency approved the following financial assistance to the Company, as set forth in the Resolution: a sales tax exemption for purchases and rentals related to the acquisition, construction and equipping of the project; a partial real property tax abatement through the PILOT Agreement; and a partial mortgage tax exemption for the financing related to the project; and WHEREAS, the Agency purpose to be achieved by providing the financial assistance to the Company is as follows, as set forth in the Resolution: to induce the Company to develop the Project, thereby increasing employment opportunities in Tompkins County and otherwise furthering the purposes of the Agency as set forth in the Act; NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows: 1. Scope of Agency. The Company hereby agrees to limit its activities as agent for the Agency under the authority of the Resolution to acts reasonably related to the acquisition, construction and equipping of the Project. The right of the Company to act as agent of the Agency shall expire on March 31, 2019, unless extended as contemplated by the Resolution. 2. The parties are contemplating that the Agency and the Company will enter into a lease agreement from the Company to the Agency (the Lease Agreement ), a leaseback agreement from the Agency to the Company (the Leaseback Agreement ) and payment-in-lieu-of-tax agreement (the PILOT IDA\DE River Solar-Newfield I project.agr - Page 1-63

64 Agreement ) with the Company. The Company agrees not to take title to any property as agent for the Agency until the Leaseback Agreement and PILOT Agreement have been executed and delivered. 3. Representations and Covenants of the Company. The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project: a. The Company is a limited liability company duly formed and validly existing under the laws of the State of New York, has the authority to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement. b. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the Company under the terms of any such instrument or agreement. c. The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection. d. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, an in which an adverse result would in any way diminish or adversely impact on the Company s ability to fulfill its obligations under this Agreement. e. The Company covenants that the Project will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations: (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist at the Project except in compliance with all material applicable laws; (ii) that the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances at the Project or onto any other property, (iii) that no asbestos will be incorporated into or disposed of at the Project; (iv) that no underground storage tanks will be located at the Project, and (v) that no investigation, order, agreement, notice, demand or settlement with respect to any of the above is threatened, anticipated, or in existence. The Company, upon receiving any information or notice contrary to the representations contained in this section, shall immediately notify the Agency in writing with full details regarding the same. The Company hereby releases the Agency from liability with respect to, and agrees to defend, indemnify, and hold harmless the Agency, its executive director, directors, members, officers, employees, agents, representatives, successors and assigns from and against any and all claims, demands, damages, costs, orders, liabilities, penalties, and expenses (including reasonable attorney s fees) related in any way to any violation of the covenants or failure to be accurate of the representations contained in this section. In the event the Agency in its reasonable discretion deems it necessary to perform IDA\DE River Solar-Newfield I project.agr - Page 2-64

65 due diligence with respect to any of the above, or to have an environmental audit performed with respect to the Project, the Company agrees to pay the expenses of same to the Agency upon demand, and agrees that upon failure to do so, its obligation for such expenses shall be deemed to be additional rent. f. The Agency encourages the Company to use an open bidding process for construction contracts; to give opportunities for employment in the construction of the Project to persons residing in Tompkins County, New York; and to award contracts for work in connection with the Project to eligible business concerns which are located in, or owned in substantial part by persons residing in, Tompkins County, New York. g. The Company commits to the following investment amount: $4,198, h. The Company states that the current number of jobs it provides is 0 and projects that the Project will result in the creation of the following number of jobs: 0. i. The Company makes the following commitment regarding the use of local labor: compliance with the Agency s Local Labor Utilization Policy. j. The Company shall provide a certified statement and documentation annually, containing the following information, and such other information required by the Agency: i. The number of full time equivalent ( FTE ) jobs retained and/or created as a result of the financial assistance, by category, including FTE independent contractors or employees of independent contractors that work at the project location; ii. That the salary and fringe benefit averages or ranges for categories of jobs retained and jobs created that were provided in the application are still accurate, and if it is not still accurate, a revised list of salary and fringe benefit averages or ranges for categories of jobs retained and/or jobs created. k. In accordance with Section 875(3) of the New York General Municipal Law, the Company covenants and agrees that, if it receives New York State and local sales and use tax exemption benefits ( sales and use tax exemption benefits ) from the Agency, and it is determined that: (I) the Company is not entitled to the sales and use tax exemption benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized by the Agency to be taken by the Company; (iii) the sales and use tax exemption benefits are for property or services not authorized by the Agency as part of the Project; or (iv) the sales and use tax exemption benefits are taken in cases where the Company fails to comply with a material term or condition to use property or services in the manner approved by the Agency in connection with the Project, then the Company will (i) cooperate with the Agency in its efforts to recover or recapture any sales and use tax exemption benefits, and (ii) promptly pay over any such amounts to the Agency that the Agency demands in connection therewith. The Company further understands and agrees that in the event that the Company fails to pay over such amounts to the Agency, the New York State Tax Commissioner may assess and determine New York State and local sales and use taxes due from the Company, together with any relevant penalties and interest due on such amounts. IDA\DE River Solar-Newfield I project.agr - Page 3-65

66 l. The Company further covenants and agrees that the purchase of goods and services relating to the Project and subject to New York State and local sales and use taxes are estimated in amount up to $3,151,289, and, therefore, the value of the sales and use tax exemption benefits authorized and approved by the Agency cannot exceed $252, m. The Company will receive an abatement of a portion of the mortgage recording tax, in the amount of one-quarter of one percent of the total amount of the mortgage (for example, if the Company borrows $2,500,000.00, the amount of the mortgage tax that will be abated is $6,250.00). The Company will make a payment at closing in lieu of the remaining portion of the mortgage recording tax, in the amount of three-quarters of one percent of the total amount of the mortgage. 4. Payments in Lieu of Taxes ( PILOT payments): The Company will make PILOT payments as set forth in the PILOT Agreement to be executed by the parties. The estimated dates when PILOT payments are to be made and the estimated amounts to be paid to each affected taxing jurisdiction, or a formula by which the amounts will be calculated, are as follows: see Schedule A attached hereto. 5. Suspension or discontinuance of financial assistance; return of all or part of financial assistance: The Company shall be subject to discontinuance of financial assistance and the return of all or part of the financial assistance provided by the Agency as set forth in the Agency Recapture Policy. 6. Hold Harmless Provision. The Company hereby releases the Agency from, agrees that the Agency shall not be liable for, and agrees to indemnify, defend and hold the Agency and its executive director, directors, officers, members, employees, agents (except the Company), representatives, successors and assigns harmless from and against any and all (i) liability for loss or damage to property or injury to or death of any and all persons that may be occasioned by any cause whatsoever pertaining to the Project or arising by reason of or in connection with the occupation or the use thereof or the presence on, in or about the Project or breach by the Company of this Agreement or (ii) liability arising from or expense incurred by the Agency s financing, rehabilitating, renovation, equipping, owning and leasing of the Project, including without limitation the generality of the foregoing, all causes of action and reasonable attorney s fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. The foregoing indemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors, officers, agents or employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability, except that such indemnities will not be applicable with respect to willful misconduct or gross negligence on the part of the Agency or any other person or entity to be indemnified. 7. Insurance Required. Effective as of the date hereof and until the Agency consents in writing to a termination, the Company shall maintain or cause to be maintained insurance against such risks and for such amounts as are customarily insured against by businesses of like size and type paying, as the same become due and payable, all premiums in respect thereto, including, but not necessarily limited to: a. Insurance against loss or damage by fire, lightning and other casualties, with a uniform standard extended coverage endorsement, such insurance to be in an amount not less than the full replacement value of the Project, exclusive of excavations and foundations, as determined IDA\DE River Solar-Newfield I project.agr - Page 4-66

67 by a recognized appraiser or insurer selected by the Company or (ii) as an alternative to the above requirements (including the requirements of periodic appraisal), the Company may insure the Project under a blanket insurance policy or policies covering not only the Project but other properties as well. b. Worker s Compensation insurance, disability benefits insurance, and each other form of insurance which the Agency or the Company is required by law to provide, covering loss resulting from injury, sickness, disability or death of employees of the Company who are located at or assigned to the Project. c. Insurance against loss or losses from liabilities imposed by law or assumed in any written contract and arising from personal injury and death or damage to the property of others caused by any accident or occurrence on account of personal injury, including death resulting therefrom, and $1,000,000 per accident or occurrence on account of damage to the property of others, excluding liability imposed upon the Company by any applicable worker s compensation law; and a blanket excess liability policy in the amount not less than $3,000,000, protecting the Company against any loss or liability or damage for personal injury or property damage. 8. Additional Provisions Regarding Insurance. a. All insurance required by Section 4(a) hereof shall name the Agency as a named insured and all other insurance required by Section 4 shall name the Agency as an additional insured. All insurance shall be procured and maintained in financially sound and generally recognized responsible insurance companies selected by the Company and authorized to write such insurance in the State of New York. Such insurance may be written with deductible amounts comparable to those on similar policies carried by other companies engaged in businesses similar in size, character and other respects to those in which the Company is engaged. All policies evidencing such insurance shall provide for (I) payment of the losses of the Company and the Agency as their respective interests may appear, and (ii) at least thirty (30) days prior written notice of the cancellation thereof to the Company and the Agency. b. All such policies of insurance, or a certificate or certificates of the insurers that such insurance is in force and effect, shall be deposited with the Agency prior to the commencement of the Project. Prior to expiration of any such policy, the Company shall furnish the Agency evidence that the policy has been renewed or replaced or is no longer required by this Agreement. 9. Errors and Omissions; Compliance. In consideration for the assistance provided to the Company by the Agency, the Company agrees, if requested by Agency, to fully cooperate and execute and/or reexecute any document that should have been signed at or before the closing of the transaction described in this Agreement, or a corrected or modified version of any such documents, where the document was inadvertently not executed at or before the closing, or the version executed at or before the closing contained any typographical, clerical or mathematical error, or erroneously contained or omitted any provision that does not conform with the statutory authority and established policies of the Agency. IDA\DE River Solar-Newfield I project.agr - Page 5-67

68 10. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but which together shall constitute a single instrument. 11. All notices, claims and other communications hereunder shall be in writing and shall be deemed to be duly given if personally delivered or mailed first class, postage prepaid, as follows: To the Agency: With a copy to: To the Company: With a copy to: Tompkins County Industrial Development Agency 401 East State Street, Suite 402B Ithaca, New York Mariette Geldenhuys, Attorney and Mediator 401 East State Street, Suite 306 Ithaca, New York Delaware River Solar, LLC c/o Auriga Capital Management, LLC 1460 Broadway New York, New York Law Office of Richard Chun, PLLC 1460 Broadway New York, New York or at such other address as any party may from time to time furnish to the other party by notice given in accordance with the provisions of this section. All notices shall be deemed given when mailed or personally delivered in the manner provided in this section. 12. This Agreement shall be governed by, and all matters in connection herewith shall be construed and enforced in accordance with, the laws of the State of New York applicable to agreements executed and to be wholly performed therein, and the parties hereby agree to submit to the personal jurisdiction of the federal or state courts located in Tompkins County, New York. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Tompkins County Industrial Development Agency Delaware River Solar, LLC By: By: Name: Heather D. McDaniel Name: Title: Administrative Director Title: IDA\DE River Solar-Newfield I project.agr - Page 6-68

69 CERTIFICATION [Name], the [Title] of Delaware River Solar, LLC hereby certifies under penalty of perjury that the Company is in substantial compliance with all local, state, and federal tax, worker protection, and environmental laws, rules, and regulations. Delaware River Solar, LLC Date: March, 2017 By: Name: Title: IDA\DE River Solar-Newfield I project.agr - Page 7-69

70 SCHEDULE A Payment-in-Lieu-of-Tax ( PILOT ) Agreement abatement schedule The property tax abatement schedule deviates from the IDA s standard abatement schedule. The term of the PILOT Agreement is twenty years, with a payment of $8,000 per megawatt (AC) in year one plus a 2% increase each year. With respect to the portion of the assessed value of the subject premises attributable to the improvements to be constructed thereon, the following percentages of the general real property taxes which would be due in respect of the improvements to the premises (i.e., the assessed value of the improvements to the premises) but for its record ownership by the Agency (but without any reference to, or utilization of, Section 485-b of the Real Property Tax law of the State of New York), based on a current assessment of such improvements, commencing the first tax status date following the date of execution of the PILOT Agreement (assumes PILOT execution after March 1, 2017 but prior to March 1, 2018): YEAR OF EXEMPTION PAYMENT MADE School; 2019 Town & County $16, School; 2020 Town & County $16, School; 2021 Town & County $16, School; 2022 Town & County $16, School; 2023 Town & County $17, School; 2024 Town & County $17, School; 2025 Town & County $18, School; 2026 Town & County $18, School; 2027 Town & County $18, School; 2028 Town & County $19, School; 2029 Town & County $19, School; 2030 Town & County $19, School; 2031 Town & County $20, School; 2032 Town & County $20, School; 2033 Town & County $21, School; 2034 Town & County $21, School; 2035 Town & County $21, School; 2036 Town & County $22, School; 2037 Town & County $22, School; 2038 Town & County $23, Thereafter no abatement, full taxes paid IDA\DE River Solar-Newfield I project.agr - Page 8-70

71 AGENCY PROJECT AGREEMENT THIS AGREEMENT is made as of the day of March, 2017, by and between the Tompkins County Industrial Development Agency, a public benefit corporation of the State of New York, having its offices at 401 East State Street, Suite 402B, Ithaca, New York (the Agency ) and Delaware River Solar, LLC, a limited liability company duly formed and validly existing pursuant to the laws of the State of New York, with a business address of c/o Auriga Capital Management, LLC, 1460 Broadway, New York, New York (the Company ). WITNESSETH: WHEREAS, the Agency was created by Section 895 of the General Municipal Law of the State of New York pursuant to Title 1 of Article 18-A of the General Municipal Law of the State of New York (collectively, the Act ) as a body corporate and politic and as a public benefit corporation of the State of New York; and WHEREAS, the Company desires to acquire, construct and equip upon real property leased by the Company on Millard Hill Road in the Town of Newfield, Tompkins County, New York (currently designated as Town of Newfield tax parcel number ) (the Land ) a new 2-megawatt community solar array (known as Newfield II) to be used to generate electricity that will allow residential and commercial subscribers to receive renewable energy that will offset traditional power sources for the equivalent of 400 homes (hereinafter called the Project ); and WHEREAS, by Resolution dated March 9, 2017 (the Resolution ), the Agency authorized the Company to act as its agent for the purposes of acquiring, constructing and equipping the Project as set forth above, subject to the Company entering into this Agency Project Agreement; and WHEREAS, the Agency approved the following financial assistance to the Company, as set forth in the Resolution: a sales tax exemption for purchases and rentals related to the acquisition, construction and equipping of the project; a partial real property tax abatement through the PILOT Agreement; and a partial mortgage tax exemption for the financing related to the project; and WHEREAS, the Agency purpose to be achieved by providing the financial assistance to the Company is as follows, as set forth in the Resolution: to induce the Company to develop the Project, thereby increasing employment opportunities in Tompkins County and otherwise furthering the purposes of the Agency as set forth in the Act; NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows: 1. Scope of Agency. The Company hereby agrees to limit its activities as agent for the Agency under the authority of the Resolution to acts reasonably related to the acquisition, construction and equipping of the Project. The right of the Company to act as agent of the Agency shall expire on March 31, 2019, unless extended as contemplated by the Resolution. 2. The parties are contemplating that the Agency and the Company will enter into a lease agreement from the Company to the Agency (the Lease Agreement ), a leaseback agreement from the Agency to the Company (the Leaseback Agreement ) and payment-in-lieu-of-tax agreement (the PILOT IDA\DE River Solar-Newfield II project.agr - Page 1-71

72 Agreement ) with the Company. The Company agrees not to take title to any property as agent for the Agency until the Leaseback Agreement and PILOT Agreement have been executed and delivered. 3. Representations and Covenants of the Company. The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project: a. The Company is a limited liability company duly formed and validly existing under the laws of the State of New York, has the authority to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement. b. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the Company under the terms of any such instrument or agreement. c. The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection. d. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, an in which an adverse result would in any way diminish or adversely impact on the Company s ability to fulfill its obligations under this Agreement. e. The Company covenants that the Project will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations: (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist at the Project except in compliance with all material applicable laws; (ii) that the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances at the Project or onto any other property, (iii) that no asbestos will be incorporated into or disposed of at the Project; (iv) that no underground storage tanks will be located at the Project, and (v) that no investigation, order, agreement, notice, demand or settlement with respect to any of the above is threatened, anticipated, or in existence. The Company, upon receiving any information or notice contrary to the representations contained in this section, shall immediately notify the Agency in writing with full details regarding the same. The Company hereby releases the Agency from liability with respect to, and agrees to defend, indemnify, and hold harmless the Agency, its executive director, directors, members, officers, employees, agents, representatives, successors and assigns from and against any and all claims, demands, damages, costs, orders, liabilities, penalties, and expenses (including reasonable attorney s fees) related in any way to any violation of the covenants or failure to be accurate of the representations contained in this section. In the event the Agency in its reasonable discretion deems it necessary to perform IDA\DE River Solar-Newfield II project.agr - Page 2-72

73 due diligence with respect to any of the above, or to have an environmental audit performed with respect to the Project, the Company agrees to pay the expenses of same to the Agency upon demand, and agrees that upon failure to do so, its obligation for such expenses shall be deemed to be additional rent. f. The Agency encourages the Company to use an open bidding process for construction contracts; to give opportunities for employment in the construction of the Project to persons residing in Tompkins County, New York; and to award contracts for work in connection with the Project to eligible business concerns which are located in, or owned in substantial part by persons residing in, Tompkins County, New York. g. The Company commits to the following investment amount: $4,198, h. The Company states that the current number of jobs it provides is 0 and projects that the Project will result in the creation of the following number of jobs: 0. i. The Company makes the following commitment regarding the use of local labor: compliance with the Agency s Local Labor Utilization Policy. j. The Company shall provide a certified statement and documentation annually, containing the following information, and such other information required by the Agency: i. The number of full time equivalent ( FTE ) jobs retained and/or created as a result of the financial assistance, by category, including FTE independent contractors or employees of independent contractors that work at the project location; ii. That the salary and fringe benefit averages or ranges for categories of jobs retained and jobs created that were provided in the application are still accurate, and if it is not still accurate, a revised list of salary and fringe benefit averages or ranges for categories of jobs retained and/or jobs created. k. In accordance with Section 875(3) of the New York General Municipal Law, the Company covenants and agrees that, if it receives New York State and local sales and use tax exemption benefits ( sales and use tax exemption benefits ) from the Agency, and it is determined that: (I) the Company is not entitled to the sales and use tax exemption benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized by the Agency to be taken by the Company; (iii) the sales and use tax exemption benefits are for property or services not authorized by the Agency as part of the Project; or (iv) the sales and use tax exemption benefits are taken in cases where the Company fails to comply with a material term or condition to use property or services in the manner approved by the Agency in connection with the Project, then the Company will (i) cooperate with the Agency in its efforts to recover or recapture any sales and use tax exemption benefits, and (ii) promptly pay over any such amounts to the Agency that the Agency demands in connection therewith. The Company further understands and agrees that in the event that the Company fails to pay over such amounts to the Agency, the New York State Tax Commissioner may assess and determine New York State and local sales and use taxes due from the Company, together with any relevant penalties and interest due on such amounts. IDA\DE River Solar-Newfield II project.agr - Page 3-73

74 l. The Company further covenants and agrees that the purchase of goods and services relating to the Project and subject to New York State and local sales and use taxes are estimated in amount up to $3,151,289, and, therefore, the value of the sales and use tax exemption benefits authorized and approved by the Agency cannot exceed $252, m. The Company will receive an abatement of a portion of the mortgage recording tax, in the amount of one-quarter of one percent of the total amount of the mortgage (for example, if the Company borrows $2,500,000.00, the amount of the mortgage tax that will be abated is $6,250.00). The Company will make a payment at closing in lieu of the remaining portion of the mortgage recording tax, in the amount of three-quarters of one percent of the total amount of the mortgage. 4. Payments in Lieu of Taxes ( PILOT payments): The Company will make PILOT payments as set forth in the PILOT Agreement to be executed by the parties. The estimated dates when PILOT payments are to be made and the estimated amounts to be paid to each affected taxing jurisdiction, or a formula by which the amounts will be calculated, are as follows: see Schedule A attached hereto. 5. Suspension or discontinuance of financial assistance; return of all or part of financial assistance: The Company shall be subject to discontinuance of financial assistance and the return of all or part of the financial assistance provided by the Agency as set forth in the Agency Recapture Policy. 6. Hold Harmless Provision. The Company hereby releases the Agency from, agrees that the Agency shall not be liable for, and agrees to indemnify, defend and hold the Agency and its executive director, directors, officers, members, employees, agents (except the Company), representatives, successors and assigns harmless from and against any and all (i) liability for loss or damage to property or injury to or death of any and all persons that may be occasioned by any cause whatsoever pertaining to the Project or arising by reason of or in connection with the occupation or the use thereof or the presence on, in or about the Project or breach by the Company of this Agreement or (ii) liability arising from or expense incurred by the Agency s financing, rehabilitating, renovation, equipping, owning and leasing of the Project, including without limitation the generality of the foregoing, all causes of action and reasonable attorney s fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. The foregoing indemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors, officers, agents or employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability, except that such indemnities will not be applicable with respect to willful misconduct or gross negligence on the part of the Agency or any other person or entity to be indemnified. 7. Insurance Required. Effective as of the date hereof and until the Agency consents in writing to a termination, the Company shall maintain or cause to be maintained insurance against such risks and for such amounts as are customarily insured against by businesses of like size and type paying, as the same become due and payable, all premiums in respect thereto, including, but not necessarily limited to: a. Insurance against loss or damage by fire, lightning and other casualties, with a uniform standard extended coverage endorsement, such insurance to be in an amount not less than the full replacement value of the Project, exclusive of excavations and foundations, as determined IDA\DE River Solar-Newfield II project.agr - Page 4-74

75 by a recognized appraiser or insurer selected by the Company or (ii) as an alternative to the above requirements (including the requirements of periodic appraisal), the Company may insure the Project under a blanket insurance policy or policies covering not only the Project but other properties as well. b. Worker s Compensation insurance, disability benefits insurance, and each other form of insurance which the Agency or the Company is required by law to provide, covering loss resulting from injury, sickness, disability or death of employees of the Company who are located at or assigned to the Project. c. Insurance against loss or losses from liabilities imposed by law or assumed in any written contract and arising from personal injury and death or damage to the property of others caused by any accident or occurrence on account of personal injury, including death resulting therefrom, and $1,000,000 per accident or occurrence on account of damage to the property of others, excluding liability imposed upon the Company by any applicable worker s compensation law; and a blanket excess liability policy in the amount not less than $3,000,000, protecting the Company against any loss or liability or damage for personal injury or property damage. 8. Additional Provisions Regarding Insurance. a. All insurance required by Section 4(a) hereof shall name the Agency as a named insured and all other insurance required by Section 4 shall name the Agency as an additional insured. All insurance shall be procured and maintained in financially sound and generally recognized responsible insurance companies selected by the Company and authorized to write such insurance in the State of New York. Such insurance may be written with deductible amounts comparable to those on similar policies carried by other companies engaged in businesses similar in size, character and other respects to those in which the Company is engaged. All policies evidencing such insurance shall provide for (I) payment of the losses of the Company and the Agency as their respective interests may appear, and (ii) at least thirty (30) days prior written notice of the cancellation thereof to the Company and the Agency. b. All such policies of insurance, or a certificate or certificates of the insurers that such insurance is in force and effect, shall be deposited with the Agency prior to the commencement of the Project. Prior to expiration of any such policy, the Company shall furnish the Agency evidence that the policy has been renewed or replaced or is no longer required by this Agreement. 9. Errors and Omissions; Compliance. In consideration for the assistance provided to the Company by the Agency, the Company agrees, if requested by Agency, to fully cooperate and execute and/or reexecute any document that should have been signed at or before the closing of the transaction described in this Agreement, or a corrected or modified version of any such documents, where the document was inadvertently not executed at or before the closing, or the version executed at or before the closing contained any typographical, clerical or mathematical error, or erroneously contained or omitted any provision that does not conform with the statutory authority and established policies of the Agency. IDA\DE River Solar-Newfield II project.agr - Page 5-75

76 10. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but which together shall constitute a single instrument. 11. All notices, claims and other communications hereunder shall be in writing and shall be deemed to be duly given if personally delivered or mailed first class, postage prepaid, as follows: To the Agency: With a copy to: To the Company: With a copy to: Tompkins County Industrial Development Agency 401 East State Street, Suite 402B Ithaca, New York Mariette Geldenhuys, Attorney and Mediator 401 East State Street, Suite 306 Ithaca, New York Delaware River Solar, LLC c/o Auriga Capital Management, LLC 1460 Broadway New York, New York Law Office of Richard Chun, PLLC 1460 Broadway New York, New York or at such other address as any party may from time to time furnish to the other party by notice given in accordance with the provisions of this section. All notices shall be deemed given when mailed or personally delivered in the manner provided in this section. 12. This Agreement shall be governed by, and all matters in connection herewith shall be construed and enforced in accordance with, the laws of the State of New York applicable to agreements executed and to be wholly performed therein, and the parties hereby agree to submit to the personal jurisdiction of the federal or state courts located in Tompkins County, New York. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Tompkins County Industrial Development Agency Delaware River Solar, LLC By: By: Name: Heather D. McDaniel Name: Title: Administrative Director Title: IDA\DE River Solar-Newfield II project.agr - Page 6-76

77 CERTIFICATION [Name], the [Title] of Delaware River Solar, LLC hereby certifies under penalty of perjury that the Company is in substantial compliance with all local, state, and federal tax, worker protection, and environmental laws, rules, and regulations. Delaware River Solar, LLC Date: March, 2017 By: Name: Title: IDA\DE River Solar-Newfield II project.agr - Page 7-77

78 SCHEDULE A Payment-in-Lieu-of-Tax ( PILOT ) Agreement abatement schedule The property tax abatement schedule deviates from the IDA s standard abatement schedule. The term of the PILOT Agreement is twenty years, with a payment of $8,000 per megawatt (AC) in year one plus a 2% increase each year. With respect to the portion of the assessed value of the subject premises attributable to the improvements to be constructed thereon, the following percentages of the general real property taxes which would be due in respect of the improvements to the premises (i.e., the assessed value of the improvements to the premises) but for its record ownership by the Agency (but without any reference to, or utilization of, Section 485-b of the Real Property Tax law of the State of New York), based on a current assessment of such improvements, commencing the first tax status date following the date of execution of the PILOT Agreement (assumes PILOT execution after March 1, 2017 but prior to March 1, 2018): YEAR OF EXEMPTION PAYMENT MADE School; 2019 Town & County $16, School; 2020 Town & County $16, School; 2021 Town & County $16, School; 2022 Town & County $16, School; 2023 Town & County $17, School; 2024 Town & County $17, School; 2025 Town & County $18, School; 2026 Town & County $18, School; 2027 Town & County $18, School; 2028 Town & County $19, School; 2029 Town & County $19, School; 2030 Town & County $19, School; 2031 Town & County $20, School; 2032 Town & County $20, School; 2033 Town & County $21, School; 2034 Town & County $21, School; 2035 Town & County $21, School; 2036 Town & County $22, School; 2037 Town & County $22, School; 2038 Town & County $23, Thereafter no abatement, full taxes paid IDA\DE River Solar-Newfield II project.agr - Page 8-78

79 AGENCY PROJECT AGREEMENT THIS AGREEMENT is made as of the day of March, 2017, by and between the Tompkins County Industrial Development Agency, a public benefit corporation of the State of New York, having its offices at 401 East State Street, Suite 402B, Ithaca, New York (the Agency ) and Delaware River Solar, LLC, a limited liability company duly formed and validly existing pursuant to the laws of the State of New York, with a business address of c/o Auriga Capital Management, LLC, 1460 Broadway, New York, New York (the Company ). WITNESSETH: WHEREAS, the Agency was created by Section 895 of the General Municipal Law of the State of New York pursuant to Title 1 of Article 18-A of the General Municipal Law of the State of New York (collectively, the Act ) as a body corporate and politic and as a public benefit corporation of the State of New York; and WHEREAS, the Company desires to acquire, construct and equip upon real property leased by the Company on Millard Hill Road in the Town of Newfield, Tompkins County, New York (currently designated as Town of Newfield tax parcel number ) (the Land ) a new 2-megawatt community solar array (known as Newfield III) to be used to generate electricity that will allow residential and commercial subscribers to receive renewable energy that will offset traditional power sources for the equivalent of 400 homes (hereinafter called the Project ); and WHEREAS, by Resolution dated March 9, 2017 (the Resolution ), the Agency authorized the Company to act as its agent for the purposes of acquiring, constructing and equipping the Project as set forth above, subject to the Company entering into this Agency Project Agreement; and WHEREAS, the Agency approved the following financial assistance to the Company, as set forth in the Resolution: a sales tax exemption for purchases and rentals related to the acquisition, construction and equipping of the project; a partial real property tax abatement through the PILOT Agreement; and a partial mortgage tax exemption for the financing related to the project; and WHEREAS, the Agency purpose to be achieved by providing the financial assistance to the Company is as follows, as set forth in the Resolution: to induce the Company to develop the Project, thereby increasing employment opportunities in Tompkins County and otherwise furthering the purposes of the Agency as set forth in the Act; NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows: 1. Scope of Agency. The Company hereby agrees to limit its activities as agent for the Agency under the authority of the Resolution to acts reasonably related to the acquisition, construction and equipping of the Project. The right of the Company to act as agent of the Agency shall expire on March 31, 2019, unless extended as contemplated by the Resolution. 2. The parties are contemplating that the Agency and the Company will enter into a lease agreement from the Company to the Agency (the Lease Agreement ), a leaseback agreement from the Agency to the Company (the Leaseback Agreement ) and payment-in-lieu-of-tax agreement (the PILOT IDA\DE River Solar-Newfield III project.agr - Page 1-79

80 Agreement ) with the Company. The Company agrees not to take title to any property as agent for the Agency until the Leaseback Agreement and PILOT Agreement have been executed and delivered. 3. Representations and Covenants of the Company. The Company makes the following representations and covenants in order to induce the Agency to proceed with the Project: a. The Company is a limited liability company duly formed and validly existing under the laws of the State of New York, has the authority to enter into this Agreement, and has duly authorized the execution and delivery of this Agreement. b. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the Company under the terms of any such instrument or agreement. c. The Project and the operation thereof will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Project, and the Company shall defend, indemnify and hold the Agency harmless from any liability or expenses resulting from any failure by the Company to comply with the provisions of this subsection. d. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, an in which an adverse result would in any way diminish or adversely impact on the Company s ability to fulfill its obligations under this Agreement. e. The Company covenants that the Project will comply in all respects with all environmental laws and regulations, and, except in compliance with environmental laws and regulations: (i) that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored, treated, generated, disposed of, or allowed to exist at the Project except in compliance with all material applicable laws; (ii) that the Company will take all reasonable and prudent steps to prevent an unlawful release of hazardous substances at the Project or onto any other property, (iii) that no asbestos will be incorporated into or disposed of at the Project; (iv) that no underground storage tanks will be located at the Project, and (v) that no investigation, order, agreement, notice, demand or settlement with respect to any of the above is threatened, anticipated, or in existence. The Company, upon receiving any information or notice contrary to the representations contained in this section, shall immediately notify the Agency in writing with full details regarding the same. The Company hereby releases the Agency from liability with respect to, and agrees to defend, indemnify, and hold harmless the Agency, its executive director, directors, members, officers, employees, agents, representatives, successors and assigns from and against any and all claims, demands, damages, costs, orders, liabilities, penalties, and expenses (including reasonable attorney s fees) related in any way to any violation of the covenants or failure to be accurate of the representations contained in this section. In the event the Agency in its reasonable discretion deems it necessary to perform IDA\DE River Solar-Newfield III project.agr - Page 2-80

81 due diligence with respect to any of the above, or to have an environmental audit performed with respect to the Project, the Company agrees to pay the expenses of same to the Agency upon demand, and agrees that upon failure to do so, its obligation for such expenses shall be deemed to be additional rent. f. The Agency encourages the Company to use an open bidding process for construction contracts; to give opportunities for employment in the construction of the Project to persons residing in Tompkins County, New York; and to award contracts for work in connection with the Project to eligible business concerns which are located in, or owned in substantial part by persons residing in, Tompkins County, New York. g. The Company commits to the following investment amount: $4,198, h. The Company states that the current number of jobs it provides is 0 and projects that the Project will result in the creation of the following number of jobs: 0. i. The Company makes the following commitment regarding the use of local labor: compliance with the Agency s Local Labor Utilization Policy. j. The Company shall provide a certified statement and documentation annually, containing the following information, and such other information required by the Agency: i. The number of full time equivalent ( FTE ) jobs retained and/or created as a result of the financial assistance, by category, including FTE independent contractors or employees of independent contractors that work at the project location; ii. That the salary and fringe benefit averages or ranges for categories of jobs retained and jobs created that were provided in the application are still accurate, and if it is not still accurate, a revised list of salary and fringe benefit averages or ranges for categories of jobs retained and/or jobs created. k. In accordance with Section 875(3) of the New York General Municipal Law, the Company covenants and agrees that, if it receives New York State and local sales and use tax exemption benefits ( sales and use tax exemption benefits ) from the Agency, and it is determined that: (I) the Company is not entitled to the sales and use tax exemption benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized by the Agency to be taken by the Company; (iii) the sales and use tax exemption benefits are for property or services not authorized by the Agency as part of the Project; or (iv) the sales and use tax exemption benefits are taken in cases where the Company fails to comply with a material term or condition to use property or services in the manner approved by the Agency in connection with the Project, then the Company will (i) cooperate with the Agency in its efforts to recover or recapture any sales and use tax exemption benefits, and (ii) promptly pay over any such amounts to the Agency that the Agency demands in connection therewith. The Company further understands and agrees that in the event that the Company fails to pay over such amounts to the Agency, the New York State Tax Commissioner may assess and determine New York State and local sales and use taxes due from the Company, together with any relevant penalties and interest due on such amounts. IDA\DE River Solar-Newfield III project.agr - Page 3-81

82 l. The Company further covenants and agrees that the purchase of goods and services relating to the Project and subject to New York State and local sales and use taxes are estimated in amount up to $3,151,289, and, therefore, the value of the sales and use tax exemption benefits authorized and approved by the Agency cannot exceed $252, m. The Company will receive an abatement of a portion of the mortgage recording tax, in the amount of one-quarter of one percent of the total amount of the mortgage (for example, if the Company borrows $2,500,000.00, the amount of the mortgage tax that will be abated is $6,250.00). The Company will make a payment at closing in lieu of the remaining portion of the mortgage recording tax, in the amount of three-quarters of one percent of the total amount of the mortgage. 4. Payments in Lieu of Taxes ( PILOT payments): The Company will make PILOT payments as set forth in the PILOT Agreement to be executed by the parties. The estimated dates when PILOT payments are to be made and the estimated amounts to be paid to each affected taxing jurisdiction, or a formula by which the amounts will be calculated, are as follows: see Schedule A attached hereto. 5. Suspension or discontinuance of financial assistance; return of all or part of financial assistance: The Company shall be subject to discontinuance of financial assistance and the return of all or part of the financial assistance provided by the Agency as set forth in the Agency Recapture Policy. 6. Hold Harmless Provision. The Company hereby releases the Agency from, agrees that the Agency shall not be liable for, and agrees to indemnify, defend and hold the Agency and its executive director, directors, officers, members, employees, agents (except the Company), representatives, successors and assigns harmless from and against any and all (i) liability for loss or damage to property or injury to or death of any and all persons that may be occasioned by any cause whatsoever pertaining to the Project or arising by reason of or in connection with the occupation or the use thereof or the presence on, in or about the Project or breach by the Company of this Agreement or (ii) liability arising from or expense incurred by the Agency s financing, rehabilitating, renovation, equipping, owning and leasing of the Project, including without limitation the generality of the foregoing, all causes of action and reasonable attorney s fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. The foregoing indemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors, officers, agents or employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability, except that such indemnities will not be applicable with respect to willful misconduct or gross negligence on the part of the Agency or any other person or entity to be indemnified. 7. Insurance Required. Effective as of the date hereof and until the Agency consents in writing to a termination, the Company shall maintain or cause to be maintained insurance against such risks and for such amounts as are customarily insured against by businesses of like size and type paying, as the same become due and payable, all premiums in respect thereto, including, but not necessarily limited to: a. Insurance against loss or damage by fire, lightning and other casualties, with a uniform standard extended coverage endorsement, such insurance to be in an amount not less than the full replacement value of the Project, exclusive of excavations and foundations, as determined IDA\DE River Solar-Newfield III project.agr - Page 4-82

83 by a recognized appraiser or insurer selected by the Company or (ii) as an alternative to the above requirements (including the requirements of periodic appraisal), the Company may insure the Project under a blanket insurance policy or policies covering not only the Project but other properties as well. b. Worker s Compensation insurance, disability benefits insurance, and each other form of insurance which the Agency or the Company is required by law to provide, covering loss resulting from injury, sickness, disability or death of employees of the Company who are located at or assigned to the Project. c. Insurance against loss or losses from liabilities imposed by law or assumed in any written contract and arising from personal injury and death or damage to the property of others caused by any accident or occurrence on account of personal injury, including death resulting therefrom, and $1,000,000 per accident or occurrence on account of damage to the property of others, excluding liability imposed upon the Company by any applicable worker s compensation law; and a blanket excess liability policy in the amount not less than $3,000,000, protecting the Company against any loss or liability or damage for personal injury or property damage. 8. Additional Provisions Regarding Insurance. a. All insurance required by Section 4(a) hereof shall name the Agency as a named insured and all other insurance required by Section 4 shall name the Agency as an additional insured. All insurance shall be procured and maintained in financially sound and generally recognized responsible insurance companies selected by the Company and authorized to write such insurance in the State of New York. Such insurance may be written with deductible amounts comparable to those on similar policies carried by other companies engaged in businesses similar in size, character and other respects to those in which the Company is engaged. All policies evidencing such insurance shall provide for (I) payment of the losses of the Company and the Agency as their respective interests may appear, and (ii) at least thirty (30) days prior written notice of the cancellation thereof to the Company and the Agency. b. All such policies of insurance, or a certificate or certificates of the insurers that such insurance is in force and effect, shall be deposited with the Agency prior to the commencement of the Project. Prior to expiration of any such policy, the Company shall furnish the Agency evidence that the policy has been renewed or replaced or is no longer required by this Agreement. 9. Errors and Omissions; Compliance. In consideration for the assistance provided to the Company by the Agency, the Company agrees, if requested by Agency, to fully cooperate and execute and/or reexecute any document that should have been signed at or before the closing of the transaction described in this Agreement, or a corrected or modified version of any such documents, where the document was inadvertently not executed at or before the closing, or the version executed at or before the closing contained any typographical, clerical or mathematical error, or erroneously contained or omitted any provision that does not conform with the statutory authority and established policies of the Agency. IDA\DE River Solar-Newfield III project.agr - Page 5-83

84 10. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but which together shall constitute a single instrument. 11. All notices, claims and other communications hereunder shall be in writing and shall be deemed to be duly given if personally delivered or mailed first class, postage prepaid, as follows: To the Agency: With a copy to: To the Company: With a copy to: Tompkins County Industrial Development Agency 401 East State Street, Suite 402B Ithaca, New York Mariette Geldenhuys, Attorney and Mediator 401 East State Street, Suite 306 Ithaca, New York Delaware River Solar, LLC c/o Auriga Capital Management, LLC 1460 Broadway New York, New York Law Office of Richard Chun, PLLC 1460 Broadway New York, New York or at such other address as any party may from time to time furnish to the other party by notice given in accordance with the provisions of this section. All notices shall be deemed given when mailed or personally delivered in the manner provided in this section. 12. This Agreement shall be governed by, and all matters in connection herewith shall be construed and enforced in accordance with, the laws of the State of New York applicable to agreements executed and to be wholly performed therein, and the parties hereby agree to submit to the personal jurisdiction of the federal or state courts located in Tompkins County, New York. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Tompkins County Industrial Development Agency Delaware River Solar, LLC By: By: Name: Heather D. McDaniel Name: Title: Administrative Director Title: IDA\DE River Solar-Newfield III project.agr - Page 6-84

85 CERTIFICATION [Name], the [Title] of Delaware River Solar, LLC hereby certifies under penalty of perjury that the Company is in substantial compliance with all local, state, and federal tax, worker protection, and environmental laws, rules, and regulations. Delaware River Solar, LLC Date: March, 2017 By: Name: Title: IDA\DE River Solar-Newfield III project.agr - Page 7-85

86 SCHEDULE A Payment-in-Lieu-of-Tax ( PILOT ) Agreement abatement schedule The property tax abatement schedule deviates from the IDA s standard abatement schedule. The term of the PILOT Agreement is twenty years, with a payment of $8,000 per megawatt (AC) in year one plus a 2% increase each year. With respect to the portion of the assessed value of the subject premises attributable to the improvements to be constructed thereon, the following percentages of the general real property taxes which would be due in respect of the improvements to the premises (i.e., the assessed value of the improvements to the premises) but for its record ownership by the Agency (but without any reference to, or utilization of, Section 485-b of the Real Property Tax law of the State of New York), based on a current assessment of such improvements, commencing the first tax status date following the date of execution of the PILOT Agreement (assumes PILOT execution after March 1, 2017 but prior to March 1, 2018): YEAR OF EXEMPTION PAYMENT MADE School; 2019 Town & County $16, School; 2020 Town & County $16, School; 2021 Town & County $16, School; 2022 Town & County $16, School; 2023 Town & County $17, School; 2024 Town & County $17, School; 2025 Town & County $18, School; 2026 Town & County $18, School; 2027 Town & County $18, School; 2028 Town & County $19, School; 2029 Town & County $19, School; 2030 Town & County $19, School; 2031 Town & County $20, School; 2032 Town & County $20, School; 2033 Town & County $21, School; 2034 Town & County $21, School; 2035 Town & County $21, School; 2036 Town & County $22, School; 2037 Town & County $22, School; 2038 Town & County $23, Thereafter no abatement, full taxes paid IDA\DE River Solar-Newfield III project.agr - Page 8-86

87 EXHIBIT D Inducement Agreement IDA \ DE River Solar-Newfield III induce.res - Page 9-87

88 INDUCEMENT AGREEMENT This INDUCEMENT AGREEMENT (the Agreement ), dated as of the day of March, 2017, is made between the TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY (the Agency ), a public benefit corporation of the State of New York, having its offices at 401 East State Street, Suite 402B, Ithaca, New York 14850, and DELAWARE RIVER SOLAR, LLC (the Company ), a limited liability company duly formed and existing pursuant to the laws of the State of New York, having a business address of c/o Auriga Capital Management, LLC, 1460 Broadway, New York, New York Article 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: The Agency is authorized and empowered by the provisions of Article 18-A of the General Municipal Law of the State of New York as amended, and Chapter 535 of the Laws of 1971 of the State of New York (collectively, the Act ) to provide financial assistance to Projects (as defined in the Act), to acquire facilities or properties, and to lease same to the Company upon such terms and conditions as the Agency may deem advisable The purposes of the Act are to promote industry and develop trade by inducing manufacturing, industrial, warehousing, research, recreation and commercial enterprises to locate or remain in the State. The Act vests the Agency with all powers necessary to enable it to accomplish such purposes, including the power to provide financial assistance, therein defined The Company has requested that the Agency provide financial assistance for a certain project (the Project ), consisting of the acquisition and construction (the Construction ) of a 2-megawatt community solar array (known as Newfield I) to be used to generate electricity that will allow residential and commercial subscribers to receive renewable energy that will offset traditional power sources for the equivalent of 400 homes (the Facility ) upon an approximately acre parcel of land leased by the Company on Millard Hill Road in the Town of Newfield, County of Tompkins and State of New York, currently designated as tax parcel number (the Land ), and the installation of certain equipment to be installed thereon (the Equipment ) (the Land, the Facility, the Construction, and the Equipment are hereinafter collectively referred to as the Project Facility ) The Agency has determined that the providing of the Project Facility by the Agency and the leasing thereof by the Agency to the Company will not result in the removal of an industrial or manufacturing plant, facility or other commercial activity of the Company from one area of the State to another area of the State nor result in the abandonment of one or more commercial or manufacturing plants or facilities of the Company located within the State; and the Agency has found that, based on the Company s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries The Agency has determined that the acquisition, construction and equipping of the Project Facility, as described in the application to the Agency submitted on or about January 5, 2017 (the Application ), will promote and further the purposes of the Act. IDA \ DE River Solar-Newfield I induce.agr - Page 1-88

89 1.06. On March 9, 2017, the Agency adopted a Resolution agreeing to undertake to assist the Company and to effectuate the purposes of the Act and, subject to the happening of all acts, conditions and things required precedent to such assistance In the Resolution, the Agency appointed the Company as its agent for the purposes of acquiring, constructing and equipping the Project Facility, entering into contracts and doing all things requisite and proper for completing the Project Facility. Article 2. Undertakings on the Part of the Agency. Based upon the statements, representations and undertakings of the Company regarding the Project Facility and subject to the conditions set forth herein, the Agency agrees as follows: Upon satisfactory completion of the conditions precedent set forth herein and in the Resolution and the satisfactory completion of such additional acts and reviews as the Agency may deem appropriate, the Agency will adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary or advisable for (i) the acquisition, construction and equipping of the Project Facility, and (ii) the subleasing or sale of the Project Facility to the Company, all as shall be authorized by law and be mutually satisfactory to the Agency and the Company The Agency will enter into an agreement to lease the Project Facility to the Company (the Leaseback Agreement ). The Company shall be entitled to terminate the Leaseback Agreement pursuant to the terms as shall be prescribed in the Leaseback Agreement subject to conditions, if any, agreed upon by the Agency and the Company. The Leaseback Agreement shall contain all provisions required by law and such other provisions as shall be mutually acceptable to the Agency and the Company and, to the extent it may be applicable, the mortgage holder The Agency will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. Article 3. Undertakings on the Part of the Company. Based upon the statements, representations and undertakings of the Agency herein and in the Resolution and subject to the conditions set forth herein and in the Resolution, the Company agrees as follows: The Company hereby accepts the appointment made by the Agency in the Resolution to be the true and lawful agent of the Agency to (i) acquire, construct and equip the Project Facility and (ii) make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent of the Agency, and in general to do all things which may be requisite or proper for completing the Project Facility, all with the same powers and the same validity as the Agency could do if acting on its own behalf The Company will, to the extent deemed by it to be necessary or desirable, enter into a contract or contracts for the acquisition, construction and equipping of the Project Facility (including any necessary contracts for the leasing of real property necessary or useful in said Project Facility), and, on the terms and conditions set forth in a certain lease agreement between the Company and the Agency, entered into concurrently herewith (the Lease Agreement ) and the Leaseback Agreement, it will lease the Project Facility to the Agency. IDA \ DE River Solar-Newfield I induce.agr - Page 2-89

90 3.03. Contemporaneously with the lease of the Project Facility to the Agency, the Company will enter into the Leaseback Agreement with the Agency containing, among other things, the terms and conditions described in Section 2.02 hereof and such other financing agreements, indentures, guaranties, and related agreements as shall be necessary or appropriate so that the Company will be obligated to pay to or for the account of the Agency sums sufficient to pay the principal and interest of the note and mortgage (a) The Company shall not permit to stand, and will, at its own expense, take all steps reasonably necessary to remove (or bond the same if acceptable to the Agency and its counsel), any mechanics or other liens against the Project Facility for labor or materials furnished in connection with the acquisition, construction and equipping of the Project Facility. The Company shall forever defend, indemnify and hold the Agency, its members, officers, employees and agents, and anyone for whose acts or omissions the Agency or any of them may be liable, harmless from and against any costs, losses, expenses, claims, damages and liabilities of whatever kind or nature arising, directly or indirectly, out of or based on labor, services, materials and supplies, including equipment, ordered or used in connection with the acquisition, construction and equipping of the Project Facility or arising out of any contract or other arrangement therefor (and including any expenses incurred by the Agency in defending any claims, suits or actions which may arise as a result of any of the foregoing), whether such claims or liabilities arise as a result of the Company acting as agent for the Agency pursuant to this Agreement or otherwise. The foregoing indemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors, officers, agents or employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability, except that such indemnities will not be applicable with respect to willful misconduct or gross negligence on the part of the Agency or any other person or entity to be indemnified, or actions of the persons to be indemnified that are outside of the scope of their duties on behalf of the Agency. (b) The Company shall forever defend, indemnify and hold harmless the Agency, its members, officers, employees and agents, and anyone for whose acts or omissions the Agency or any of them may be liable, from and against all claims, causes of action, liabilities and expenses howsoever arising for loss or damage to property or any injury to or death of any person (including, without limitation, death of or injury to any employee of the Company) that may occur subsequent to the date hereof by any cause whatsoever in relation to the Project Facility, including the failure to comply with the provisions of Article 3.04 hereof, or arising, directly or indirectly, out of the ownership, construction, acquisition, operation, maintenance, repair or financing of the Project Facility, and including, without limitation, any expenses incurred by the Agency in defending any claims, suits or actions which may arise as a result of the foregoing. (c) The defense and indemnities provided for in this Article 3 shall apply whether or not the claim, liability, cause of action or expense is caused or alleged to be caused, in whole or in part, by the activities, acts, fault or negligence of the Agency, its members, officers, employees and agents, anyone under the direction and control of any of them together the Agency s affiliates, or anyone for whose acts or omissions the Agency or any of them may be liable, and whether or not based upon the breach of a statutory duty or obligation or any theory or rule of comparative or apportioned liability, subject only to any specific prohibition relating to the scope of indemnities imposed by statutory law. (d) The Company shall provide and carry worker s compensation and disability insurance as required by the Leaseback Agreement The Company agrees that, as agent for the Agency or otherwise, it will comply with all the requirements of all federal, state and local laws, rules and regulations of whatsoever kind and howsoever IDA \ DE River Solar-Newfield I induce.agr - Page 3-90

91 denominated applicable to the Agency and/or the Company with respect to the Project Facility, the acquisition, construction and equipping thereof, and the operation and maintenance of the Project Facility. Every provision required by law to be inserted herein shall be deemed to be set forth herein as if set forth in full; and upon the request of either party, this Agreement shall be amended to specifically set forth any such provision or provisions The Company agrees that, as agent for the Agency or otherwise, to the extent that such provisions of law are in fact applicable (without creating an obligation by contract beyond that which is created by statute) it will comply with the requirements of Section 220 of the Labor Law of the State of New York, as amended The Company agrees that, as agent for the Agency and for all other purposes, it shall annually file a statement with the New York State Department of Taxation and Finance, on a form and in such manner as prescribed by the Commissioner of Taxation and Finance, as to the value of all sales and use exemptions claimed by the Company or its agents, including, but not limited to, operators of the Project Facility and consultants or subcontractors of the Company, under the authority granted pursuant to Section 874(8) of the General Municipal Law. The penalty for failure to file such statement shall include, without limitation, removal by the Agency of the Company s authority to act as an agent of the Agency The Company will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof The Company agrees to cooperate with the Agency to (1) ensure compliance with section 858- b of the General Municipal Law, and (2) prepare reports required to be prepared by the Agency pursuant to section 859 of the General Municipal Law If it should be determined that any State or local sales or compensatory use taxes are payable with respect to the acquisition, purchase or rental of machinery or equipment, materials or supplies in connection with the Project Facility, or are in any manner otherwise payable directly or indirectly in connection with the Project Facility, the Company shall pay the same and defend and indemnify the Agency from and against any liability, expenses and penalties arising out of, directly or indirectly, the imposition of any such taxes. Article 4. General Provisions This Agreement shall take effect as of the date of execution hereof by the Agency and the Company and shall remain in effect until the Lease Agreement and Leaseback Agreement becomes effective. It is the intent of the Agency and the Company that this Agreement be superseded in its entirety by the Lease Agreement and Leaseback Agreement, except for the indemnities contained herein, which shall survive It is understood and agreed by the Agency and the Company that the execution of the Leaseback Agreement and related documents are subject to (i) obtaining all necessary governmental approvals, (ii) approval of the Company, (iii) approval by the members of the Agency, (iv) determination of the environmental impact of the Project Facility by the Agency and compliance with the State Environmental Quality Review Act, (v) agreement between the Agency, the Company and any mortgagee or other financial institution or agency involved with the financing of the construction of the building of the Project Facility of mutually acceptable terms and conditions for the Leaseback Agreement and other documentation required in this transaction, (vi) the condition that there is no change in New York State Law which prohibits or limits IDA \ DE River Solar-Newfield I induce.agr - Page 4-91

92 the Agency from fulfilling its obligations and commitment as herein set forth, and (vii) payment by the Company of the Agency s fee and expenses The Company agrees that it will reimburse the Agency for all reasonable and necessary direct out-of-pocket expenses which the Agency may incur as a consequence of the execution of this Agreement or performing its obligations hereunder The Company agrees to execute with the Agency a payment-in-lieu-of tax agreement in accordance with the request of the Company submitted to the Agency and agreed to by the Agency in the Resolution If for any reason the Leaseback Agreement is not executed and delivered on or before twelve (12) months from the date hereof, the provisions of this Agreement (other than the provisions of Articles 3.04, 3.05, 3.06, 3.07 and 3.09 above, which shall survive) shall, unless extended by agreement of the Agency and the Company, terminate and be of no further force or effect, and following such termination neither party shall have any rights against the other party except: (a) The Company shall pay the Agency for all expenses which were authorized by the Company and incurred by the Agency in connection with the acquisition, construction and equipping of the Project Facility; (b) The Company shall assume and be responsible for any contracts for construction or purchase of the equipment entered into by the Agency at the request of or as agent of the Company in connection with the Project Facility; and (c) The Company will pay the direct out-of-pocket expenses of members of the Agency, and counsel for the Agency incurred in connection with the Project Facility and will pay the reasonable fees of counsel for the Agency for legal services relating to the Project Facility and the proposed construction thereof The Company agrees to be bound by the terms of the Tompkins County Industrial Development Agency Incentive Recapture Policy incorporated herein by reference. IDA \ DE River Solar-Newfield I induce.agr - Page 5-92

93 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of March, TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY DELAWARE RIVER SOLAR, LLC By: By: Heather D. McDaniel Name: Administrative Director Title: STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss.: On the day of March, in the year 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared HEATHER D. McDANIEL, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person on behalf of whom the individual acted, executed the instrument. Notary Public STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss.: On the day of March, in the year 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that s/he executed the same in her/his capacity, and that by her/his signature on the instrument, the individual, or the person on behalf of whom the individual acted, executed the instrument. Notary Public IDA \ DE River Solar-Newfield I induce.agr - Page 6-93

94 INDUCEMENT AGREEMENT This INDUCEMENT AGREEMENT (the Agreement ), dated as of the day of March, 2017, is made between the TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY (the Agency ), a public benefit corporation of the State of New York, having its offices at 401 East State Street, Suite 402B, Ithaca, New York 14850, and DELAWARE RIVER SOLAR, LLC (the Company ), a limited liability company duly formed and existing pursuant to the laws of the State of New York, having a business address of c/o Auriga Capital Management, LLC, 1460 Broadway, New York, New York Article 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: The Agency is authorized and empowered by the provisions of Article 18-A of the General Municipal Law of the State of New York as amended, and Chapter 535 of the Laws of 1971 of the State of New York (collectively, the Act ) to provide financial assistance to Projects (as defined in the Act), to acquire facilities or properties, and to lease same to the Company upon such terms and conditions as the Agency may deem advisable The purposes of the Act are to promote industry and develop trade by inducing manufacturing, industrial, warehousing, research, recreation and commercial enterprises to locate or remain in the State. The Act vests the Agency with all powers necessary to enable it to accomplish such purposes, including the power to provide financial assistance, therein defined The Company has requested that the Agency provide financial assistance for a certain project (the Project ), consisting of the acquisition and construction (the Construction ) of a 2-megawatt community solar array (known as Newfield II) to be used to generate electricity that will allow residential and commercial subscribers to receive renewable energy that will offset traditional power sources for the equivalent of 400 homes (the Facility ) upon an approximately acre parcel of land leased by the Company on Millard Hill Road in the Town of Newfield, County of Tompkins and State of New York, currently designated as tax parcel number (the Land ), and the installation of certain equipment to be installed thereon (the Equipment ) (the Land, the Facility, the Construction, and the Equipment are hereinafter collectively referred to as the Project Facility ) The Agency has determined that the providing of the Project Facility by the Agency and the leasing thereof by the Agency to the Company will not result in the removal of an industrial or manufacturing plant, facility or other commercial activity of the Company from one area of the State to another area of the State nor result in the abandonment of one or more commercial or manufacturing plants or facilities of the Company located within the State; and the Agency has found that, based on the Company s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries The Agency has determined that the acquisition, construction and equipping of the Project Facility, as described in the application to the Agency submitted on or about January 5, 2017 (the Application ), will promote and further the purposes of the Act. IDA \ DE River Solar-Newfield II induce.agr - Page 1-94

95 1.06. On March 9, 2017, the Agency adopted a Resolution agreeing to undertake to assist the Company and to effectuate the purposes of the Act and, subject to the happening of all acts, conditions and things required precedent to such assistance In the Resolution, the Agency appointed the Company as its agent for the purposes of acquiring, constructing and equipping the Project Facility, entering into contracts and doing all things requisite and proper for completing the Project Facility. Article 2. Undertakings on the Part of the Agency. Based upon the statements, representations and undertakings of the Company regarding the Project Facility and subject to the conditions set forth herein, the Agency agrees as follows: Upon satisfactory completion of the conditions precedent set forth herein and in the Resolution and the satisfactory completion of such additional acts and reviews as the Agency may deem appropriate, the Agency will adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary or advisable for (i) the acquisition, construction and equipping of the Project Facility, and (ii) the subleasing or sale of the Project Facility to the Company, all as shall be authorized by law and be mutually satisfactory to the Agency and the Company The Agency will enter into an agreement to lease the Project Facility to the Company (the Leaseback Agreement ). The Company shall be entitled to terminate the Leaseback Agreement pursuant to the terms as shall be prescribed in the Leaseback Agreement subject to conditions, if any, agreed upon by the Agency and the Company. The Leaseback Agreement shall contain all provisions required by law and such other provisions as shall be mutually acceptable to the Agency and the Company and, to the extent it may be applicable, the mortgage holder The Agency will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. Article 3. Undertakings on the Part of the Company. Based upon the statements, representations and undertakings of the Agency herein and in the Resolution and subject to the conditions set forth herein and in the Resolution, the Company agrees as follows: The Company hereby accepts the appointment made by the Agency in the Resolution to be the true and lawful agent of the Agency to (i) acquire, construct and equip the Project Facility and (ii) make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent of the Agency, and in general to do all things which may be requisite or proper for completing the Project Facility, all with the same powers and the same validity as the Agency could do if acting on its own behalf The Company will, to the extent deemed by it to be necessary or desirable, enter into a contract or contracts for the acquisition, construction and equipping of the Project Facility (including any necessary contracts for the leasing of real property necessary or useful in said Project Facility), and, on the terms and conditions set forth in a certain lease agreement between the Company and the Agency, entered into concurrently herewith (the Lease Agreement ) and the Leaseback Agreement, it will lease the Project Facility to the Agency. IDA \ DE River Solar-Newfield II induce.agr - Page 2-95

96 3.03. Contemporaneously with the lease of the Project Facility to the Agency, the Company will enter into the Leaseback Agreement with the Agency containing, among other things, the terms and conditions described in Section 2.02 hereof and such other financing agreements, indentures, guaranties, and related agreements as shall be necessary or appropriate so that the Company will be obligated to pay to or for the account of the Agency sums sufficient to pay the principal and interest of the note and mortgage (a) The Company shall not permit to stand, and will, at its own expense, take all steps reasonably necessary to remove (or bond the same if acceptable to the Agency and its counsel), any mechanics or other liens against the Project Facility for labor or materials furnished in connection with the acquisition, construction and equipping of the Project Facility. The Company shall forever defend, indemnify and hold the Agency, its members, officers, employees and agents, and anyone for whose acts or omissions the Agency or any of them may be liable, harmless from and against any costs, losses, expenses, claims, damages and liabilities of whatever kind or nature arising, directly or indirectly, out of or based on labor, services, materials and supplies, including equipment, ordered or used in connection with the acquisition, construction and equipping of the Project Facility or arising out of any contract or other arrangement therefor (and including any expenses incurred by the Agency in defending any claims, suits or actions which may arise as a result of any of the foregoing), whether such claims or liabilities arise as a result of the Company acting as agent for the Agency pursuant to this Agreement or otherwise. The foregoing indemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors, officers, agents or employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability, except that such indemnities will not be applicable with respect to willful misconduct or gross negligence on the part of the Agency or any other person or entity to be indemnified, or actions of the persons to be indemnified that are outside of the scope of their duties on behalf of the Agency. (b) The Company shall forever defend, indemnify and hold harmless the Agency, its members, officers, employees and agents, and anyone for whose acts or omissions the Agency or any of them may be liable, from and against all claims, causes of action, liabilities and expenses howsoever arising for loss or damage to property or any injury to or death of any person (including, without limitation, death of or injury to any employee of the Company) that may occur subsequent to the date hereof by any cause whatsoever in relation to the Project Facility, including the failure to comply with the provisions of Article 3.04 hereof, or arising, directly or indirectly, out of the ownership, construction, acquisition, operation, maintenance, repair or financing of the Project Facility, and including, without limitation, any expenses incurred by the Agency in defending any claims, suits or actions which may arise as a result of the foregoing. (c) The defense and indemnities provided for in this Article 3 shall apply whether or not the claim, liability, cause of action or expense is caused or alleged to be caused, in whole or in part, by the activities, acts, fault or negligence of the Agency, its members, officers, employees and agents, anyone under the direction and control of any of them together the Agency s affiliates, or anyone for whose acts or omissions the Agency or any of them may be liable, and whether or not based upon the breach of a statutory duty or obligation or any theory or rule of comparative or apportioned liability, subject only to any specific prohibition relating to the scope of indemnities imposed by statutory law. (d) The Company shall provide and carry worker s compensation and disability insurance as required by the Leaseback Agreement The Company agrees that, as agent for the Agency or otherwise, it will comply with all the requirements of all federal, state and local laws, rules and regulations of whatsoever kind and howsoever IDA \ DE River Solar-Newfield II induce.agr - Page 3-96

97 denominated applicable to the Agency and/or the Company with respect to the Project Facility, the acquisition, construction and equipping thereof, and the operation and maintenance of the Project Facility. Every provision required by law to be inserted herein shall be deemed to be set forth herein as if set forth in full; and upon the request of either party, this Agreement shall be amended to specifically set forth any such provision or provisions The Company agrees that, as agent for the Agency or otherwise, to the extent that such provisions of law are in fact applicable (without creating an obligation by contract beyond that which is created by statute) it will comply with the requirements of Section 220 of the Labor Law of the State of New York, as amended The Company agrees that, as agent for the Agency and for all other purposes, it shall annually file a statement with the New York State Department of Taxation and Finance, on a form and in such manner as prescribed by the Commissioner of Taxation and Finance, as to the value of all sales and use exemptions claimed by the Company or its agents, including, but not limited to, operators of the Project Facility and consultants or subcontractors of the Company, under the authority granted pursuant to Section 874(8) of the General Municipal Law. The penalty for failure to file such statement shall include, without limitation, removal by the Agency of the Company s authority to act as an agent of the Agency The Company will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof The Company agrees to cooperate with the Agency to (1) ensure compliance with section 858- b of the General Municipal Law, and (2) prepare reports required to be prepared by the Agency pursuant to section 859 of the General Municipal Law If it should be determined that any State or local sales or compensatory use taxes are payable with respect to the acquisition, purchase or rental of machinery or equipment, materials or supplies in connection with the Project Facility, or are in any manner otherwise payable directly or indirectly in connection with the Project Facility, the Company shall pay the same and defend and indemnify the Agency from and against any liability, expenses and penalties arising out of, directly or indirectly, the imposition of any such taxes. Article 4. General Provisions This Agreement shall take effect as of the date of execution hereof by the Agency and the Company and shall remain in effect until the Lease Agreement and Leaseback Agreement becomes effective. It is the intent of the Agency and the Company that this Agreement be superseded in its entirety by the Lease Agreement and Leaseback Agreement, except for the indemnities contained herein, which shall survive It is understood and agreed by the Agency and the Company that the execution of the Leaseback Agreement and related documents are subject to (i) obtaining all necessary governmental approvals, (ii) approval of the Company, (iii) approval by the members of the Agency, (iv) determination of the environmental impact of the Project Facility by the Agency and compliance with the State Environmental Quality Review Act, (v) agreement between the Agency, the Company and any mortgagee or other financial institution or agency involved with the financing of the construction of the building of the Project Facility of mutually acceptable terms and conditions for the Leaseback Agreement and other documentation required in this transaction, (vi) the condition that there is no change in New York State Law which prohibits or limits IDA \ DE River Solar-Newfield II induce.agr - Page 4-97

98 the Agency from fulfilling its obligations and commitment as herein set forth, and (vii) payment by the Company of the Agency s fee and expenses The Company agrees that it will reimburse the Agency for all reasonable and necessary direct out-of-pocket expenses which the Agency may incur as a consequence of the execution of this Agreement or performing its obligations hereunder The Company agrees to execute with the Agency a payment-in-lieu-of tax agreement in accordance with the request of the Company submitted to the Agency and agreed to by the Agency in the Resolution If for any reason the Leaseback Agreement is not executed and delivered on or before twelve (12) months from the date hereof, the provisions of this Agreement (other than the provisions of Articles 3.04, 3.05, 3.06, 3.07 and 3.09 above, which shall survive) shall, unless extended by agreement of the Agency and the Company, terminate and be of no further force or effect, and following such termination neither party shall have any rights against the other party except: (a) The Company shall pay the Agency for all expenses which were authorized by the Company and incurred by the Agency in connection with the acquisition, construction and equipping of the Project Facility; (b) The Company shall assume and be responsible for any contracts for construction or purchase of the equipment entered into by the Agency at the request of or as agent of the Company in connection with the Project Facility; and (c) The Company will pay the direct out-of-pocket expenses of members of the Agency, and counsel for the Agency incurred in connection with the Project Facility and will pay the reasonable fees of counsel for the Agency for legal services relating to the Project Facility and the proposed construction thereof The Company agrees to be bound by the terms of the Tompkins County Industrial Development Agency Incentive Recapture Policy incorporated herein by reference. IDA \ DE River Solar-Newfield II induce.agr - Page 5-98

99 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of March, TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY DELAWARE RIVER SOLAR, LLC By: By: Heather D. McDaniel Name: Administrative Director Title: STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss.: On the day of March, in the year 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared HEATHER D. McDANIEL, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person on behalf of whom the individual acted, executed the instrument. Notary Public STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss.: On the day of March, in the year 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that s/he executed the same in her/his capacity, and that by her/his signature on the instrument, the individual, or the person on behalf of whom the individual acted, executed the instrument. Notary Public IDA \ DE River Solar-Newfield II induce.agr - Page 6-99

100 INDUCEMENT AGREEMENT This INDUCEMENT AGREEMENT (the Agreement ), dated as of the day of March, 2017, is made between the TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY (the Agency ), a public benefit corporation of the State of New York, having its offices at 401 East State Street, Suite 402B, Ithaca, New York 14850, and DELAWARE RIVER SOLAR, LLC (the Company ), a limited liability company duly formed and existing pursuant to the laws of the State of New York, having a business address of c/o Auriga Capital Management, LLC, 1460 Broadway, New York, New York Article 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: The Agency is authorized and empowered by the provisions of Article 18-A of the General Municipal Law of the State of New York as amended, and Chapter 535 of the Laws of 1971 of the State of New York (collectively, the Act ) to provide financial assistance to Projects (as defined in the Act), to acquire facilities or properties, and to lease same to the Company upon such terms and conditions as the Agency may deem advisable The purposes of the Act are to promote industry and develop trade by inducing manufacturing, industrial, warehousing, research, recreation and commercial enterprises to locate or remain in the State. The Act vests the Agency with all powers necessary to enable it to accomplish such purposes, including the power to provide financial assistance, therein defined The Company has requested that the Agency provide financial assistance for a certain project (the Project ), consisting of the acquisition and construction (the Construction ) of a 2-megawatt community solar array (known as Newfield III) to be used to generate electricity that will allow residential and commercial subscribers to receive renewable energy that will offset traditional power sources for the equivalent of 400 homes (the Facility ) upon an approximately acre parcel of land leased by the Company on Millard Hill Road in the Town of Newfield, County of Tompkins and State of New York, currently designated as tax parcel number (the Land ), and the installation of certain equipment to be installed thereon (the Equipment ) (the Land, the Facility, the Construction, and the Equipment are hereinafter collectively referred to as the Project Facility ) The Agency has determined that the providing of the Project Facility by the Agency and the leasing thereof by the Agency to the Company will not result in the removal of an industrial or manufacturing plant, facility or other commercial activity of the Company from one area of the State to another area of the State nor result in the abandonment of one or more commercial or manufacturing plants or facilities of the Company located within the State; and the Agency has found that, based on the Company s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries The Agency has determined that the acquisition, construction and equipping of the Project Facility, as described in the application to the Agency submitted on or about January 5, 2017 (the Application ), will promote and further the purposes of the Act. IDA \ DE River Solar-Newfield III induce.agr - Page 1-100

101 1.06. On March 9, 2017, the Agency adopted a Resolution agreeing to undertake to assist the Company and to effectuate the purposes of the Act and, subject to the happening of all acts, conditions and things required precedent to such assistance In the Resolution, the Agency appointed the Company as its agent for the purposes of acquiring, constructing and equipping the Project Facility, entering into contracts and doing all things requisite and proper for completing the Project Facility. Article 2. Undertakings on the Part of the Agency. Based upon the statements, representations and undertakings of the Company regarding the Project Facility and subject to the conditions set forth herein, the Agency agrees as follows: Upon satisfactory completion of the conditions precedent set forth herein and in the Resolution and the satisfactory completion of such additional acts and reviews as the Agency may deem appropriate, the Agency will adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary or advisable for (i) the acquisition, construction and equipping of the Project Facility, and (ii) the subleasing or sale of the Project Facility to the Company, all as shall be authorized by law and be mutually satisfactory to the Agency and the Company The Agency will enter into an agreement to lease the Project Facility to the Company (the Leaseback Agreement ). The Company shall be entitled to terminate the Leaseback Agreement pursuant to the terms as shall be prescribed in the Leaseback Agreement subject to conditions, if any, agreed upon by the Agency and the Company. The Leaseback Agreement shall contain all provisions required by law and such other provisions as shall be mutually acceptable to the Agency and the Company and, to the extent it may be applicable, the mortgage holder The Agency will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. Article 3. Undertakings on the Part of the Company. Based upon the statements, representations and undertakings of the Agency herein and in the Resolution and subject to the conditions set forth herein and in the Resolution, the Company agrees as follows: The Company hereby accepts the appointment made by the Agency in the Resolution to be the true and lawful agent of the Agency to (i) acquire, construct and equip the Project Facility and (ii) make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent of the Agency, and in general to do all things which may be requisite or proper for completing the Project Facility, all with the same powers and the same validity as the Agency could do if acting on its own behalf The Company will, to the extent deemed by it to be necessary or desirable, enter into a contract or contracts for the acquisition, construction and equipping of the Project Facility (including any necessary contracts for the leasing of real property necessary or useful in said Project Facility), and, on the terms and conditions set forth in a certain lease agreement between the Company and the Agency, entered into concurrently herewith (the Lease Agreement ) and the Leaseback Agreement, it will lease the Project Facility to the Agency. IDA \ DE River Solar-Newfield III induce.agr - Page 2-101

102 3.03. Contemporaneously with the lease of the Project Facility to the Agency, the Company will enter into the Leaseback Agreement with the Agency containing, among other things, the terms and conditions described in Section 2.02 hereof and such other financing agreements, indentures, guaranties, and related agreements as shall be necessary or appropriate so that the Company will be obligated to pay to or for the account of the Agency sums sufficient to pay the principal and interest of the note and mortgage (a) The Company shall not permit to stand, and will, at its own expense, take all steps reasonably necessary to remove (or bond the same if acceptable to the Agency and its counsel), any mechanics or other liens against the Project Facility for labor or materials furnished in connection with the acquisition, construction and equipping of the Project Facility. The Company shall forever defend, indemnify and hold the Agency, its members, officers, employees and agents, and anyone for whose acts or omissions the Agency or any of them may be liable, harmless from and against any costs, losses, expenses, claims, damages and liabilities of whatever kind or nature arising, directly or indirectly, out of or based on labor, services, materials and supplies, including equipment, ordered or used in connection with the acquisition, construction and equipping of the Project Facility or arising out of any contract or other arrangement therefor (and including any expenses incurred by the Agency in defending any claims, suits or actions which may arise as a result of any of the foregoing), whether such claims or liabilities arise as a result of the Company acting as agent for the Agency pursuant to this Agreement or otherwise. The foregoing indemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors, officers, agents or employees and irrespective of the breach of a statutory obligation or the application of any rule of comparative or apportioned liability, except that such indemnities will not be applicable with respect to willful misconduct or gross negligence on the part of the Agency or any other person or entity to be indemnified, or actions of the persons to be indemnified that are outside of the scope of their duties on behalf of the Agency. (b) The Company shall forever defend, indemnify and hold harmless the Agency, its members, officers, employees and agents, and anyone for whose acts or omissions the Agency or any of them may be liable, from and against all claims, causes of action, liabilities and expenses howsoever arising for loss or damage to property or any injury to or death of any person (including, without limitation, death of or injury to any employee of the Company) that may occur subsequent to the date hereof by any cause whatsoever in relation to the Project Facility, including the failure to comply with the provisions of Article 3.04 hereof, or arising, directly or indirectly, out of the ownership, construction, acquisition, operation, maintenance, repair or financing of the Project Facility, and including, without limitation, any expenses incurred by the Agency in defending any claims, suits or actions which may arise as a result of the foregoing. (c) The defense and indemnities provided for in this Article 3 shall apply whether or not the claim, liability, cause of action or expense is caused or alleged to be caused, in whole or in part, by the activities, acts, fault or negligence of the Agency, its members, officers, employees and agents, anyone under the direction and control of any of them together the Agency s affiliates, or anyone for whose acts or omissions the Agency or any of them may be liable, and whether or not based upon the breach of a statutory duty or obligation or any theory or rule of comparative or apportioned liability, subject only to any specific prohibition relating to the scope of indemnities imposed by statutory law. (d) The Company shall provide and carry worker s compensation and disability insurance as required by the Leaseback Agreement The Company agrees that, as agent for the Agency or otherwise, it will comply with all the requirements of all federal, state and local laws, rules and regulations of whatsoever kind and howsoever IDA \ DE River Solar-Newfield III induce.agr - Page 3-102

103 denominated applicable to the Agency and/or the Company with respect to the Project Facility, the acquisition, construction and equipping thereof, and the operation and maintenance of the Project Facility. Every provision required by law to be inserted herein shall be deemed to be set forth herein as if set forth in full; and upon the request of either party, this Agreement shall be amended to specifically set forth any such provision or provisions The Company agrees that, as agent for the Agency or otherwise, to the extent that such provisions of law are in fact applicable (without creating an obligation by contract beyond that which is created by statute) it will comply with the requirements of Section 220 of the Labor Law of the State of New York, as amended The Company agrees that, as agent for the Agency and for all other purposes, it shall annually file a statement with the New York State Department of Taxation and Finance, on a form and in such manner as prescribed by the Commissioner of Taxation and Finance, as to the value of all sales and use exemptions claimed by the Company or its agents, including, but not limited to, operators of the Project Facility and consultants or subcontractors of the Company, under the authority granted pursuant to Section 874(8) of the General Municipal Law. The penalty for failure to file such statement shall include, without limitation, removal by the Agency of the Company s authority to act as an agent of the Agency The Company will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof The Company agrees to cooperate with the Agency to (1) ensure compliance with section 858- b of the General Municipal Law, and (2) prepare reports required to be prepared by the Agency pursuant to section 859 of the General Municipal Law If it should be determined that any State or local sales or compensatory use taxes are payable with respect to the acquisition, purchase or rental of machinery or equipment, materials or supplies in connection with the Project Facility, or are in any manner otherwise payable directly or indirectly in connection with the Project Facility, the Company shall pay the same and defend and indemnify the Agency from and against any liability, expenses and penalties arising out of, directly or indirectly, the imposition of any such taxes. Article 4. General Provisions This Agreement shall take effect as of the date of execution hereof by the Agency and the Company and shall remain in effect until the Lease Agreement and Leaseback Agreement becomes effective. It is the intent of the Agency and the Company that this Agreement be superseded in its entirety by the Lease Agreement and Leaseback Agreement, except for the indemnities contained herein, which shall survive It is understood and agreed by the Agency and the Company that the execution of the Leaseback Agreement and related documents are subject to (i) obtaining all necessary governmental approvals, (ii) approval of the Company, (iii) approval by the members of the Agency, (iv) determination of the environmental impact of the Project Facility by the Agency and compliance with the State Environmental Quality Review Act, (v) agreement between the Agency, the Company and any mortgagee or other financial institution or agency involved with the financing of the construction of the building of the Project Facility of mutually acceptable terms and conditions for the Leaseback Agreement and other documentation required in this transaction, (vi) the condition that there is no change in New York State Law which prohibits or limits IDA \ DE River Solar-Newfield III induce.agr - Page 4-103

104 the Agency from fulfilling its obligations and commitment as herein set forth, and (vii) payment by the Company of the Agency s fee and expenses The Company agrees that it will reimburse the Agency for all reasonable and necessary direct out-of-pocket expenses which the Agency may incur as a consequence of the execution of this Agreement or performing its obligations hereunder The Company agrees to execute with the Agency a payment-in-lieu-of tax agreement in accordance with the request of the Company submitted to the Agency and agreed to by the Agency in the Resolution If for any reason the Leaseback Agreement is not executed and delivered on or before twelve (12) months from the date hereof, the provisions of this Agreement (other than the provisions of Articles 3.04, 3.05, 3.06, 3.07 and 3.09 above, which shall survive) shall, unless extended by agreement of the Agency and the Company, terminate and be of no further force or effect, and following such termination neither party shall have any rights against the other party except: (a) The Company shall pay the Agency for all expenses which were authorized by the Company and incurred by the Agency in connection with the acquisition, construction and equipping of the Project Facility; (b) The Company shall assume and be responsible for any contracts for construction or purchase of the equipment entered into by the Agency at the request of or as agent of the Company in connection with the Project Facility; and (c) The Company will pay the direct out-of-pocket expenses of members of the Agency, and counsel for the Agency incurred in connection with the Project Facility and will pay the reasonable fees of counsel for the Agency for legal services relating to the Project Facility and the proposed construction thereof The Company agrees to be bound by the terms of the Tompkins County Industrial Development Agency Incentive Recapture Policy incorporated herein by reference. IDA \ DE River Solar-Newfield III induce.agr - Page 5-104

105 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of March, TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY DELAWARE RIVER SOLAR, LLC By: By: Heather D. McDaniel Name: Administrative Director Title: STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss.: On the day of March, in the year 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared HEATHER D. McDANIEL, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person on behalf of whom the individual acted, executed the instrument. Notary Public STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss.: On the day of March, in the year 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that s/he executed the same in her/his capacity, and that by her/his signature on the instrument, the individual, or the person on behalf of whom the individual acted, executed the instrument. Notary Public IDA \ DE River Solar-Newfield III induce.agr - Page 6-105

106 Tompkins County Industrial Development Agency City Centre Associates Community Benefits Overview March 9, 2017 Project Overview Administration provided by TCAD The City Centre Project will redevelop an underutilized property in the heart of downtown Ithaca to replace a one story commercial building and parking lot at 301 E. State Street. The 218,211 square foot, 8 story building will include 192 market rate apartments, +/- 10,000 square feet of retail/commercial space, +/- 68 underground parking spaces, and ample bicycle parking. The project serves an unmet need for housing downtown for young professionals, empty nesters, and a small percentage of graduate and professional students. The City Centre Project has received the needed zoning variance and site plan approvals from the City. The CIITAP application was approved and endorsed by the City. The applicant is seeking an enhanced abatement based on financial need as well as the proposed enhanced energy incentive proposed by Taitem Engineering. The applicant will participate in the NYSERDA Multi-Family New Construction Program. The enhanced energy incentive provides an estimated $8.64 per square foot in additional incentive. Cost-Benefit Analysis Extent to which project would create and/or retain private sector jobs project creates three new jobs that pay above the AFCU living wage. Estimated value of tax exemption 16% of project costs Property Tax $7,307,076 Sales Tax $1,165,000 Mortgage Recording Tax $112,500 Estimate of private sector investment to be generated by the project - $52,713,000 Likelihood of completing project in a timely manner Project is on track to begin in Q Extent to which project would generate additional sources of revenue for local taxing jurisdictions $7 million in new property tax revenue over ten years. Over 200 new residents in 192 rental units downtown will increase sales tax revenue when they shop, dine, and recreate downtown. Other benefits that might result from the project: Infill Development The project will add density in the downtown core, replacing a one story building with an 8 story, 192 unit housing/commercial/retail complex with below ground parking. Housing The proposed 1 and 2 bedroom, market rate apartments fill unmet demand as outlined by the recent Downtown Housing Market Study. 401 East MLK Jr. Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

107 Tompkins County Industrial Development Agency Multi-Modal Transportation The project is in a walkable, downtown location in close proximity to public transportation. The project will provide a dedicated Ithaca Car Share space, an electric vehicle charging station and 48 bicycle parking spaces indoors and 24 outdoors. Energy Energy saving measures include rooftop solar, electric-based heating and cooling, high efficiency windows and doors, LED lighting throughout, and Energy Star appliances where possible. 401 East MLK Jr. Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

108 CITY OF ITHACA 108 East Green Street 3rd Floor Ithaca, New York DEPARTMENT OF PLANNING, BUILDING & ECONOMIC DEVELOPMENT JOANN CORNISH, DIRECTOR OF PLANNING & DEVELOPMENT PHYLLISA A. DeSARNO, DEPUTY DIRECTOR FOR ECONOMIC DEVELOPMENT Telephone: Planning & Development Community Development/IURA Fax: Fax: Mr. Jim Dennis, Chairperson Tompkins County Industrial Development Agency (TCIDA) c/o Tompkins County Area Development (TCAD). Attn: Michael Stamm, President Suite 402-B 401 East State St./East M.L.K., Jr. St. Ithaca, NY Dear Chairperson Dennis: RE: City Approval Letter: CIITAP Application City Centre January 31, 2017 This letter is being submitted to the Tompkins County Industrial Development Agency pursuant to the adopted City of Ithaca Community Investment Incentive Tax Abatement Program (CIITAP). On November 29, 2016, the City received a completed CIITAP application from City Centre Associates, LLC. This proposed project is a mixed-use 8-story building. Programming for the building consists of 193 studio, one-bedroom, and two bedroom apartment units above +/-10,600 sf of ground-floor retail with an additional +/-8,700 sf of amenity space for residents and building support and +/-2,000 sf of utilities. The project also includes 68 below-grade parking spaces, as well as 48+ secure bicycle parking. In accordance with the adopted CIITAP procedure, a Public Information Session for the project was held in the Common Council Chambers in City Hall, at 5:00 p.m. on December 19, The City CIITAP Review Committee met on January 31, 2017 and determined the proposed project satisfies each of the four eligibility criteria: 1. Project Size Project will increase assessed property value by at least $500,000. The developer has obtained a letter from the Tompkins County Assessment Office, stating the project is expected to increase the property value by more than $500, Project Density Project will contain a minimum of three occupiable stories in height. The project is planned to be eight stories in height. 3. Project Location Project is located within the City of Ithaca Density District. 108

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110 / / 1 City Centre Associates, LLC 300 Plaza Drive, Box 678 Vestal NY velopment.com - X X 110

111 6 NY Piaker Lyons, P.C. 92 Hawley Street Binghamton NY Jim Lewis jlewis@pnlcpa.com 203 North Aurora Street/ 5339 Alpha Road, Suite 300 Ithaca/Dallas NY/ TX 14850/ T.G. Miller, P.C./ Humphreys & Partners Architects, L.P. (607) Andrew Sciarabba/ Sean Bell ajs@tgmillerpc.com/ sean@humphreys.com Northeast United Corp. 300 Plaza Drive Vestal NY John Nicolich VP Construction john@newmandevelopment.com 2016 Newman Development Group (NDG) has worked across the US on a variety of major projects encompassing a broad scope of construction responsibilities. NDG s considerable construction management experience allows the organization to manage complicated projects with detailed logistical requirements. Some of the sectors NDG works within are NDG Student Living, which has developed over 5,000 beds of student housing; Retail and Shopping Centers, with over 7 million sq. ft. of premium properties in multiple markets across the US; Restaurant and Hotel, and Commercial Mixed Use, through new construction, redevelopment and adaptive re-use. Customers include students, shoppers, restaurant and hotel patrons as well as renters/owners of mixed-use (residential, commercial, retail) and single use properties. Residential Renters, Retail Patrons and Commerical Space Leasees 111

112 NYSEG, X N/A N/A N/A N/A 301 East State Street, Ithaca, NY Tax Parcel acres acres 13, November 2019 The project seeks to redevelop a property in the heart of downtown Ithaca to replace a one story commercial building and a surface parking lot. The acre site is located within the City of Ithaca and is zoned as a Central Business District (CBD) Urban Mixed Use area with an allowable building height of 120 ft (CBD-120). This proposal is for a mixed-use 8-story building, 106 ft in height. Programming for the building consists of 19 for residents and building support and +/-2,000 sf of utilities. This proposal is consistent with the Comprehensive Plan s goals to increase density in the heart of the City by encouraging dynamic, pedestrian-oriented, mixed-use development within a compact footprint in order to realize the City s goals of future sustainable growth. While parking is not required for CBD-120 developments, this proposal provides parking spaces below-grade, as well as secure bicycle parking. This parking strategy is intended for resident use, which encourages the use of the City parking garages by other downtown visitors. The triangular orienta ion and existing circulation patterns surrounding the site make the proposed building visible from all sides. End users include professionals, empty nesters and a small percentage of graduate and professional students seeking an urban atmosphere. 112

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114 ,536 $6,800,000 $3,,

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118 Lisa Nicholas Division of Planning and Economic Development, City of Ithaca 108 E. Green Street, 3rd Floor Ithaca NY October 3, 2016 X Building Permit Demolition Permit Zoning Variance Filed Not Filed 118

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127 List the name(s), nature of business of proposed tenant(s), and percentage of total square footage to be used for each tenant. Floor Use and (SF) % of total square footage 1. Garage Garage/Lower Level (30,675) 14% 2. Floor 1 Commercial/Retail (21,393) 10% 3. Floor 2 Residential (23,900) 11% 4. Floor 3 Residential (23,900) 11% 5. Floor 4 Residential (23,900) 11% 6. Floor 5 Residential (23,900) 11% 7. Floor 6 Residential (23,900) 11% 8. Floor 7 Residential (23,900) 11% 9. Floor 8 Residential/ Rooftop Terrace (22,203) 10% Total (Building and Garage) 218, % 301 City Centre Program ( Square Feet) Garage / Lower Level 30,675 Floor 1/Commercial 21,393 Floor 2 23,900 Floor 3 23,900 Floor 4 23,900 Floor 5 23,900 Floor 6 23,900 Floor 7 23,900 Floor 8 22,203 Total Building 187,536 Total Bldg & Garage 218,

128 10-Yr energy incentive Cost Benefit Analysis City Centre Renovation Assumptions 10-Year Schedule $ 24,000,000 New Assessment 4.00% Annual Tax Rate/Assessment Increase Abatement Taxable Year Multipliers Value Tax ,000,000 Rates ,960,000 County ,958,400 City/Town ,996,736 Village ,076,605 School ,199,670 Total ,367, ,582, ,845, ,159,483 New Taxes Paid $3,163,806 Taxes Abated $7,307,076 Year Abatement County City/Town School Total Paid County City/Town School Total abated 1 100% , , , , % , , , , % , , , , % 17,896 32,504 47,702 98, , , , , % 18,612 33,804 49, , , , , , % 19,357 35,156 51, , , , , , % 60, , , , , , , , % 104, , , , , , , , % 152, , , ,499 65, , , , % 203, , ,229 1,117,181 22,644 41,128 60, ,131 Total 577,152 1,048,254 1,538,400 3,163,806 1,332,982 2,421,031 3,553,064 7,307,076 project square feet 218,211 Abatement projected per s.f. $ project cost $52,713,000 Abatement as a % of project costs 14% 128

129 IX. Other Do you have anything else you would like to tell the TCIDA regarding this project? The proposed 301 City Centre Project will bring much-needed housing to Ithaca. Ithaca is one of the most underserved housing market in the US and is in need of additional supply. According to the Urban Renewal Agency, the cost of rental housing increased by 13% from 2013 to 2014 and vacancy rates are less that 1%. This is far less than the national average of 7.6% and the average in the state of New York of 4.9%, according to the US Census Bureau s Housing Vacancies and Homeownership (CPS/HVS) Statistics for According to the Danter Company Housing Study from February, 2016, the vacancy rates for 1- and 2-bedrooms are 1.6% and 2.1% respectively. According to the 2006 Housing Study commissioned by the City performed by Economic & Policy Resources Inc. (EPR), a total of 3,894 housing units were needed by Only 2,034 units were built during this time frame. The proposed Project looks to fill this demand by increasing the housing stock by 192 residential units, providing much needed housing in an underserved housing market. 129

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