Tompkins County Industrial Development Agency

Transcription

1 Tompkins County Industrial Development Agency Administration provided by TCAD TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY BOARD OF DIRECTORS MEETING Thursday, April 13, :00 5:30 PM Legislative Chambers Governor Daniel D. Tompkins Building 121 E. Court Street, Ithaca NY AGENDA 1. CALL TO ORDER 2. PRIVILEGE OF THE FLOOR 3. BUSINESS Old Business City Centre Associates, LLC Project Final Approval o Inducement Resolution o Project Agreement o Inducement Agreement o Public Hearing Minutes (with additional comments/letters) o SEQR Neg Dec o CIITAP Letter Cayuga Operating Company PILOT Amendment Resolution New Business Mecklenburg (Renovus) Solar Application Letter of Endorsement Town of Enfield Benefits Memo Application Enfield I (Delaware River Solar) Community Solar Application Letter of Endorsement Town of Enfield Benefits Memo Application 401 E. MLK Jr., Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

2 Tompkins County Industrial Development Agency New Business (con t) SUN8PDC (2150 Dryden Road) Community Solar Application Letter of Endorsement Town of Dryden for both SUN8 projects Benefits Memo Application SUN8PDC (Turkey Hill Road) Community Solar Application Benefits Memo Application 2016 TCIDA Annual Audit Acceptance/Approval Communications Letter from Auditors Management Comment Letter 2016 Financial Report PARIS Documents (hard copies available at the meeting) 4. STAFF REPORT 5. APPROVAL OF MEETING MINUTES March 9, ADJOURNMENT Next Meeting: May 11, E. MLK Jr., Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

3 INDUCEMENT RESOLUTION: City Centre Associates, LLC 301 East State Street, City of Ithaca A regular meeting of the Tompkins County Industrial Development Agency was convened on April 13, 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 to be acquired by City Centre Associates, LLC consisting of an approximately 0.79-acre parcel of land located at 301 East State Street in the City of Ithaca, Tompkins County, New York (currently designated as tax parcel number ), and improvements to be constructed thereon; (ii) appoint City Centre Associates, LLC as its agent to acquire, construct and equip thereon an eight-story, approximately 218,211-square-foot mixed-use building containing 192 multi-family residences, approximately 10,600 square feet of ground-floor retail space, approximately 8,700 square feet of amenity space for residents and building support, approximately 2,000 square feet of space for utilities, and approximately 68 below-grade parking spaces and secure bicycle parking for residents use; (iii) negotiate and execute a lease agreement, leaseback agreement and related payment-in-lieu-of-tax agreement; (iv) provide financial assistance to City Centre Associates, 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, City Centre Associates, LLC (hereinafter called the Company ), for itself or on behalf of an entity to be formed, desires to acquire, construct and equip upon an approximately 0.79-acre parcel of land located at 301 East State Street in the City of Ithaca, Tompkins County, New York (currently designated IDA \ CityCentre 301EState induce.res - Page 1-3

4 as tax parcel number ) (the Land ) an eight-story, approximately 218,211-square-foot mixed-use building containing 192 multi-family residences, approximately 10,600 square feet of ground-floor retail space, approximately 8,700 square feet of amenity space for residents and building support, approximately 2,000 square feet of space for utilities, and approximately 68 below-grade parking spaces and secure bicycle parking for residents use (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 containing the abatement schedule set forth in Exhibit A, (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 5:30 p.m. on March 29, 2017 at the Ithaca City Hall, located in the City of Ithaca at 108 East Green Street, Ithaca, 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 B; and WHEREAS, the City of Ithaca Planning and Development Board on December 20, 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 C; 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; and 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; and c. The Agency has the authority to take the actions contemplated herein under the Act; and IDA \ CityCentre 301EState induce.res - Page 2-4

5 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; and 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; and f. The Project meets the requirements of the Agency s Community Investment Incentive Tax Abatement Program. The project has been approved by City of Ithaca CIITAP Review Committee, and will increase density in the City of Ithaca downtown density district. A copy of the Review Committee s approval letter is attached hereto as Exhibit D. g. The Project involves a Type I action as defined in Article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by the Department of Environmental Conservation of the State (collectively, SEQR ). 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 City of Ithaca Planning and Development 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. Based upon the representations and warranties made by the Company in its application for financial assistance, the Agency hereby authorizes and approves the Company, as its agent, to make purchases of goods and services relating to the Project and that would otherwise be subject to New York State and local sales and use tax in an amount up to $14,560,000.00, which result in New York State and local sales and use tax exemption benefits ( sales and use tax exemption benefits ) not to exceed $1,165, The Agency agrees to consider any requests by the Company for increase to the amount of sales and use tax exemption benefits authorized by the Agency upon being provided with appropriate documentation detailing the IDA \ CityCentre 301EState induce.res - Page 3-5

6 additional purchases of property or services. Section 4. Section 5. Section 6. Pursuant to Section 875(3) of the New York General Municipal Law, the Agency may recover or recapture from the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, any sales and use tax exemption benefits taken or purported to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, if it is determined that: (i) the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, 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 to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project; (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, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, 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. As a condition precedent of receiving sales and use tax exemption benefits, the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, must (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. Subject to the Company executing the Agent Agreement attached hereto as Exhibit E, 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 Agent Agreement shall expire on April 30, 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 Chairperson, Vice Chairperson, and/or the 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 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. IDA \ CityCentre 301EState induce.res - Page 4-6

7 Section 7. Section 8. Section 9. The Chair, Vice Chair and/or Administrative Director of the Agency are hereby authorized, on behalf of the Agency, to execute and deliver any mortgage, assignment of leases and rents, security agreement, UCC-1 Financing Statements and all documents, in a form acceptable to the Agency s counsel, reasonably contemplated by these resolutions or required by any lender identified by the Company (the Lender ) up to a maximum principal amount of $45,000, to finance demolition, building construction, materials, 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 Chair, Vice Chair and/or Administrative Director of the Agency shall approve, the execution thereof by the Chair, Vice Chair and/or Administrative Director of the Agency to constitute conclusive evidence of such approval; provided in all events 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. 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: April, 2017 Svante L. Myrick - Page 5-7

8 EXHIBIT A Payment-in-Lieu-of-Tax ( PILOT ) Agreement abatement schedule As long as the Land and improvements thereon are leased to the Agency and, therefore, exempt from general real property taxation, the Company agrees to pay annually to such Taxing Jurisdictions, i.e., the City of Ithaca, the County of Tompkins, and the Ithaca City School District (or cause any mortgagee to release any escrow for payments hereunder annually to such Taxing Jurisdiction), as a payment in lieu of general real property taxes respecting such premises: (i) an amount equal to 100% of the real property taxes which would be due for said premises but for record ownership by the Agency (but without reference to, or utilization of, Section 485-b of the Real Property Tax Law of the State of New York) based on the lowest valuation as set by the Tompkins County Department of Assessment at the point in time when the existing rooms are taken out of use as part of the construction of the Project; and (ii) with respect to the portion of the assessed value of said premises attributable to the construction of the Project 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 then-current assessment of such improvements: TAXING JURISDICTIONS PAYMENT YEAR OF IN LIEU OF TAX FOR ASSESSED EXEMPTION VALUE OF IMPROVEMENTS 1 0% 2 0% 3 0% 4 10% 5 10% 6 10% 7 30% 8 50% 9 70% 10 90% 11 and thereafter 100% (no abatement; full taxes paid) (it being understood and agreed that from the date hereof until year 1 of exemption, the Company shall be obligated to pay or cause to be paid annually to the Taxing Jurisdictions normal real property taxes on the full assessed value of the total land portion and then-existing improvements on the conveyed premises). - Page 6-8

9 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 ) and City Centre Associates, 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 300 Plaza Drive, Box 678, Vestal, 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 an approximately 0.79-acre parcel of land located at 301 East State Street in the City of Ithaca, Tompkins County, New York (currently designated as tax parcel number ) an eight-story, approximately 218,211-square-foot mixed-use building containing 192 multi-family residences, approximately 10,600 square feet of ground-floor retail space, approximately 8,700 square feet of amenity space for residents and building support, approximately 2,000 square feet of space for utilities, and approximately 68 below-grade parking spaces and secure bicycle parking for residents use (the Project ); and WHEREAS, by Resolution dated April 13, 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 not to exceed $1,165, on up to $14,560, of purchases and rentals related to the acquisition, construction and equipping of the project that would otherwise be subject to New York State and local sales and use tax; a ten-year schedule of partial real property tax abatements through the PILOT Agreement; and a partial mortgage tax exemption for up to $45,000, of 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 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 (collectively, 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 April 30, 2019, unless extended as contemplated by the Resolution. IDA \ CityCentre 301EState project.agr - Page 1-9

10 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 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) 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, IDA \ CityCentre 301EState project.agr - Page 2-10

11 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 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: $52, 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 : 3 (through property manager Morgan Management). The Company commits to require that all such jobs earn at least the then-current AFCU livable wage for the duration of the PILOT schedule. i. The Company makes the following commitment regarding the use of local labor: use approximately 25% local construction labor; comply 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 IDA \ CityCentre 301EState project.agr - Page 3-11

12 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. 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 $14,560,000.00, and, therefore, the value of the sales and use tax exemption benefits authorized and approved by the Agency cannot exceed $1,165, 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 $45,000,000.00, the amount of the mortgage tax that will be abated is $112,500.00). 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. n. The Company commits to the following Enhanced Environmental Incentive requirements: i. The Company will enter all building energy bills into an online database for the duration of the tax abatements, using EPA Portfolio Manager or approved equivalent, and provide the IDA with annual reports of Energy Utilization Index (EUI), as well as online access for the IDA to the EPA Portfolio Manager data; ii. iii. iv. The Company will participate in the NYSERDA Multifamily New Construction program and achieve design at the Tier 3 level; The Company will establish a baseline target Energy Utilization Index (EUI) according to Architecture 2030, using EPA Target Finder or approved equivalent. For mixed-use buildings, the target shall be weighted by the different building uses, by floor area. The target EUI will only be used for purposes of comparison to subsequent actual EUI from EPA Portfolio Manager for purposes of measuring success of the program; The Company will, within eighteen months of the issuance of the certificate of occupancy, submit the NYSERDA third-party certification and results of on-site inspections; v. The Company will ensure that all major appliances, such as refrigerators, laundry equipment, and commercial cooking and refrigeration equipment, shall, to the extent possible, be ENERGY STAR rated. Tenant leases shall have language such as: Tenant appliances (such as computers, computer peripherals, and smaller consumer appliances) are recommended (but are not required) to be ENERGY STAR rated. IDA \ CityCentre 301EState project.agr - Page 4-12

13 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 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 IDA \ CityCentre 301EState project.agr - Page 5-13

14 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. 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: 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 IDA \ CityCentre 301EState project.agr - Page 6-14

15 To the Company: With a copy to: City Centre Associates, LLC 300 Plaza Drive, Box 678 Vestal, New York Levene Gouldin & Thompson, LLP Attn: Howard M. Rittberg, Esq. 450 Plaza Drive Vestal, 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 City Centre Associates, LLC Company By: By: Name: Heather D. McDaniel Name: Marc Newman Title: Administrative Director Title: Managing Member CERTIFICATION Marc Newman, the Managing Member of City Centre Associates, 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. City Centre Associates, LLC Date: By: Name: Marc Newman Title: Managing Member IDA \ CityCentre 301EState project.agr - Page 7-15

16 SCHEDULE A Payment-in-Lieu-of-Tax ( PILOT ) Agreement abatement schedule As long as the Land and improvements thereon are leased to the Agency and, therefore, exempt from general real property taxation, the Company agrees to pay annually to such Taxing Jurisdictions, i.e., the City of Ithaca, the County of Tompkins, and the Ithaca City School District (or cause any mortgagee to release any escrow for payments hereunder annually to such Taxing Jurisdiction), as a payment in lieu of general real property taxes respecting such premises: (i) an amount equal to 100% of the real property taxes which would be due for said premises but for record ownership by the Agency (but without reference to, or utilization of, Section 485-b of the Real Property Tax Law of the State of New York) based on the lowest valuation as set by the Tompkins County Department of Assessment at the point in time when the existing rooms are taken out of use as part of the construction of the Project; and (ii) with respect to the portion of the assessed value of said premises attributable to the construction of the Project 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 then-current assessment of such improvements: TAXING JURISDICTIONS PAYMENT YEAR OF IN LIEU OF TAX FOR ASSESSED EXEMPTION VALUE OF IMPROVEMENTS 1 0% 2 0% 3 0% 4 10% 5 10% 6 10% 7 30% 8 50% 9 70% 10 90% 11 and thereafter 100% (no abatement; full taxes paid) (it being understood and agreed that from the date hereof until year 1 of exemption, the Company shall be obligated to pay or cause to be paid annually to the Taxing Jurisdictions normal real property taxes on the full assessed value of the total land portion and then-existing improvements on the conveyed premises). IDA \ CityCentre 301EState project.agr - Page 8-16

17 INDUCEMENT AGREEMENT This INDUCEMENT AGREEMENT (the Agreement ), dated as of the day of, 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 CITY CENTRE ASSOCIATES, LLC (the Company ), a limited liability company duly formed and validly existing pursuant to the laws of the State of New York, having a business address of 300 Plaza Drive, Box 678, Vestal, 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 Company has requested that the Agency provide financial assistance for a certain project (the Project ), consisting of the acquisition of an approximately 0.79-acre parcel of land to located at 301 East State Street in the City of Ithaca, Tompkins County, New York (currently designated as tax parcel number (the Land ); the acquisition and construction (the Construction ) thereon of an eight-story, approximately 218,211-square-foot mixed-use building containing 192 multi-family residences, approximately 10,600 square feet of ground-floor retail space, approximately 8,700 square feet of amenity space for residents and building support, approximately 2,000 square feet of space for utilities, and approximately 68 below-grade parking spaces and secure bicycle parking for residents use (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 February 28, 2017 (the Application ), will promote and further the purposes of the Act. IDA \ CityCentre 301EState induce.agr - Page 1-17

18 1.06. On April 13, 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 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 \ CityCentre 301EState induce.agr - Page 2-18

19 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 \ CityCentre 301EState induce.agr - Page 3-19

20 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 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 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 \ CityCentre 301EState induce.agr - Page 4-20

21 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of, TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY CITY CENTRE ASSOCIATES, LLC By: By: Heather D. McDaniel Name: Marc Newman Administrative Director Title: Managing Member IDA \ CityCentre 301EState induce.agr - Page 5-21

22 STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss.: On the day of, 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. STATE OF NEW YORK ) COUNTY OF TOMPKINS ) ss.: Notary Public On the day of, in the year 2017, before me, the undersigned, a Notary Public in and for said State, personally appeared MARC NEWMAN, 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 he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person on behalf of whom the individual acted, executed the instrument. Notary Public IDA \ CityCentre 301EState induce.agr - Page 6-22

23 Tompkins County Industrial Development Agency Administration provided by TCAD MINUTES OF PUBLIC HEARING City Centre Associates, LLC March 29, :30 PM City Hall of Ithaca 108 East Green Street, 2 nd Floor, Ithaca, NY Present: Heather McDaniel (for Tompkins County Industrial Development Agency), Rich John, Will Burbank, Martha Robertson, Jennifer Tavares (TCIDA Board), John Nicolich, Jeff Smetana (Newman Development), Scott Whitham, Yamila Fournier (Whitham Planning & Design), Teresa Halpert, Peter Bardaglio, Peter Wissoker, Theresa Alt, Mike Leman, Frost Travis, Philly DeSarno, Nick Lambrou, Josh Lower, Todd Fox, George Avramis, Stephanie Hayes, Shari Korthus, Gary Ferguson, Neil Oolie, Seth & Susi Adams, Pete, Meyers 1. Heather McDaniel called the public hearing to order at 5:30 PM 2. Public hearing notice was read. 3. Call for comments. 4. Comments Teresa Halpert (see attached comments) Peter Bardaglio: Ex Dir. of Ithaca 2030 District. Goal is to help County meet green house gas goals. Speaking for project. Developers did a great job on energy efficiency efforts. They are trying to meet Ithaca 2030 standards. Project is working with Taitem Engineering as well as NYSERDA and have really set a model for other downtown developers. Also commends them for not utilizing natural gas other than for cooking uses. He would encourage them to use local labor. Peter Wissoker: Concerned about enhanced abatement schedule. This is to help developer with energy efficiency. Agrees with energy enhancement abatement. But would urge them not to give the standard property tax abatements. Newman Developers is a good semi local developer. But they are very large and have deep pockets. Looking at their financials it seems like the developer is not putting any money into the game. Feels that this is not something to be subsidized. (full comments attached) 401 E MLK Jr., Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

24 Tompkins County Industrial Development Agency Theresa Alt: The purpose of the IDA is to create jobs. If people can t afford to live in the City then you won t be able to create density. Green features are wonderful, but they are their own reward. The building will be less expensive to run and a desirable place to live. Therefore, I don t think they need to get tax abatements to build green it is its own reward. Also there should not be tax abatements given to housing that is not affordable. Mike Cannon: Existing building on the site is a waste of the site. This is a great project. They meet all the CITTAP goals. These units will free up other units that will become affordable. Energy Efficient projects are very costly. To do an affordable housing project they would need a tremendous subsidy. Frost Travis: (See attached comments) spoke in favor of project and seconded Mike Cannon s comments. Philly DeSarno: Supports this project for a number of reasons. She was very vocal about the prior project at this site. This is a great building and a great developer that has listened to the concerns of the City and local residents. This site has been one that has been promoted for development for the last 12 years. This is the last of the great under developed corners in the City. This is the best project for this site. Nick Lambrou: He supports the project. It is a beautiful building. He spoke of the Hilton/Cascade Plaza project that also needed abatements it was a game changer for downtown. Abatements are meant for game changer projects. He is not sure this project is one. Urged the board to be careful with the message they are sending. Josh Lower: It is a nice building. But he does not support abatements. He does not think that in this climate and on this site they are necessary. Market rate housing is being created without abatements why for this project? In regards to parking, we as a city have an over supply of parking and are loosing a lot of money on the parking structures. Looking at the developer s project they will ultimately loose money on these spaces. Why are we subsidizing this parking that will pull from the public garages? Let s not subsidize developers to build luxury apartments. Todd Fox: Local developer. From a business standpoint this will hurt my business. But I do feel it will enhance downtown. Personally feel it is a good project. Feels that they do need the abatements. There was a prior developer with $1M into soft costs that walked away when there was no widespread support for their project. George Avramis: Worried about the infrastructure traffic from Collegetown to Downtown is dangerous for pedestrians and bicyclers. Would like to see more work on the infrastructure and flow before abatements given out. (handed out a petition from other collegetown landlords attached) Stephanie Hayes: I like the project but I don t like the tax abatements. I ve worked here since I couldn t afford to live here, still can t without the amazing family I have. She agrees with Mr. Lower s comments on parking. Who is going to give back? Who will work here in the building? How will it help people like me and my kids? 401 E MLK Jr., Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

25 Tompkins County Industrial Development Agency Shari Korthus: Feels the project is too big, worried about sewage and water. Who will this serve? Faculty, students it won t server our underserved community. Feels this will push out the underserved community. All the efforts to consolidate and save tax payer s money. This seems to be doing the opposite. We need more diversity in who is downtown. Gary Ferguson: Supports the project. This parcel was torn down during urban renewal and rebuilt as a one-story building. It served the community well. Now the site is zoned for high density. This project was also designed for the CIITAP program, which provides tax incentives to reach the goals of CIITAP. These goals will serve the community in the future. This brings more housing in the community. This will help prices to moderate. Neil Oolie: I know how much I pay in rent. Taxes go up, my rent goes up. Giving tax abatements will increase taxes and will increase my rent. We can t afford this project. Feels that college students will take up housing as Cornell and Ithaca College keep increasing their class sizes. Feels that abatements will be his tax dollars going into the developer s pockets. 5. The hearing was adjourned at 6:13PM Other Comments received: Michael Cannon; Gary Ferguson, Downtown Ithaca Alliance; Elmira Savings Bank; Tom Schryver; Simeon s on The Commons 401 E MLK Jr., Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

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28 Please find here my full remarks, including a number of points I did not have time to make in my oral remarks. Thank you. Full Comments for the IDA public hearing on the City Centre Project, Ithaca, NY 3/29/2017 Peter Wissoker, 705 N. Tioga St., Ithaca, NY The Newman Development request for CIITAP incentives is really two incentives packaged into one: one that will help the building and the county meet energy efficiency goals, and the other a more standard incentive. I would urge you to approve monies for energy efficiency (approximately $1.89 million), but no other monies for the project: the developer does not plan to put its own equity into the project; rents for a one-bedroom apartment will likely be affordable only to households that earn more than 20% above the median income for the county; and the building will lead to very few long-term, decent-paying jobs. These and other concerns are detailed below. The Centre City building seems appropriate for the site and likely to be both economically- and environmentally-successful. Newman Development would appear to be a good choice to build and own it. They are experienced in residential and retail construction and have completed over $1 billion in successful projects comprising over 10 million square feet, according to their web site. This is likely to be a financially-rewarding project, and it is good to have a developer with strong expert networks, and deep enough pockets to get them through any difficulties that might arise. There are a number of reasons that I would urge you not to offer a standard CIITAP incentive package. These include: Developers are contributing no equity to the project In the Newman IDA application (page 5) the financing for the project is stated to be a $45 million bank loan and an equity contribution of $7.7 million dollars. That equity contribution, though, is less than the more than $8 million dollars they would receive though the IDA abatement other CIITAP incentives (page 7). In other words, if awarded the full abatement they anticipate putting no funds of their own into the building, instead using the CIITAP monies as their equity. Since the crash, construction lenders generally expect developers to put their own money on the table. This is part of the typical loan-to-value requirements of commercial lenders, particularly construction lenders. It is meant to protect the lender and make it more difficult for the company to walk away. Public funds should not be used to cover the entire equity portion of the project costs. A lack of apartments affordable to people earning the median income in the county Using Cayuga Place as a comparable (the one-bedroom rent is 10% less than Seneca Place, but includes heat), I estimate that a household would have to earn a little more than $65,000 to afford the rent for a one-bedroom apartment, that is to say, to have the rent be 30% of their income. As you likely know, this is 23.51% above the 2015 median income for the county (and more for the City of Ithaca) and twice the living wage. As a business model, this makes perfect sense. They should do very well with it. But if the IDA seeks to promote sustainable economic development, it needs to continue to promote opportunities for the lower-middle class and those who earn less than that standard of living, rather than investing in projects that do not serve the entire community. 28 1

29 Keeping Management Local Why is management of the building being outsourced to a non-local company (Morgan Management of Pittsford) when there are a number of firms in the county that could provide the service? Again, this is at the discretion of the building owners, but if the IDA is looking to create local employment, this does not fall within that remit. Drain on the tax base If people in just 5% of the apartments have a school-aged child, that means ten additional children in the public school system, with little or no compensation for the first six years. Moreover, this building is precisely why we upgraded the infrastructure on the commons. It should have to contribute to covering the repayment of any bonds that were taken out as part of the project, and sooner rather than later. Labor Issues 1) Long-term Employment (post-construction) - According to their application, the developers plan to create just 3 long-term positions. That seems like very few considering the size of the building and the amount of the abatement. Are they planning on outsourcing janitorial work? -There is no guarantee of employees being paid a living wage. If the employees listed are going to be paid $45k and 35k respectively, then why won t the developers agree to pay living wages for the duration of the abatement (and after that as well)? Ideally, they would also agree that any outsourced work would pay a living wage. 2) Construction - They are not planning on paying the prevailing wage for the construction works -Only 20% of construction firms will have apprenticeship programs -I recognize that it can be difficult to get local labor, but hope they will try I would urge the IDA to approve the $1.886 million in abatements and/or tax relief that are built into the proposal, to incentivize the energy efficiency of the building. This would be equal to roughly 28% percent of a standard set of incentives (including sales tax relief) for this project. But no more than that. Apartment buildings are long-term investments and the developers will net a nice return over the long run. Lending rates at the moment are cheaper for projects like these because they are unlikely to fail. The developers have a great project. I m glad they are willing to work with the city to provide an energy-efficient building, and I look forward to seeing it built. But the project does not offer sufficient benefits to the community as a whole to be worthy of the monies that comprise the typical abatement. With thanks for your attention, Peter Wissoker 29 2

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32 March 28, 2017 Marc Newman Newman Development Group, LLC 300 Plaza Drive Vestal, NY Re: City Centre Ithaca Tompkins Count IDA Application for Incentives Dear Marc, City Centre provides a prominent anchor for downtown and I am very pleased to offer my full support for your project at the Trebloc building. I would ask the both the Tompkins County IDA and the City of Ithaca to approve your application for the Community Investment Incentive Tax Abatement Program. Your building fulfills the city s vision of concentrating density where it has the existing infrastructure to support it and the additional mass downtown will create a truly urban pedestrian experience. Although not required by zoning, you made a good decision to add 69 parking spaces for your residents. This will take pressure off of our existing garages. Adding 245 residents to the Business Improvement District s 1,100 residents is substantial and our local shops and restaurants should feel an immediate upsurge in business upon completion and lease up of your building. The exterior design of City Centre has material choices sympathetic to the Marriott Hotel across the street and together the two buildings form an inviting entry to the heart of downtown for those travelling from the south. The thoughtful design continues on the inside with an interesting variety of unit layouts and an amenity package that will be appealing for prospective tenants. I have watched with interest as you have navigated our very complex entitlement process in Ithaca and I applaud your tenacity in pursuing your vision. You have been receptive and responsive to feedback from various stakeholders; I also applaud your sensitivity to letting everyone have their say in the process. It is truly heartening to see the city I love grow in a thoughtful and responsible way thanks to a forward looking City of Ithaca Planning Board and Staff, and especially thanks to community minded developers such as the Newman Development Group. Regards, Frost Travis Cc: Heather McDaniel, Tompkins County Area Development 32

33 March 28, 2017 Heather McDaniel Vice President Director of Economic Development Services Tompkins County Area Development Services 401 E. State Street, Suite 402B Ithaca, NY Dear Heather: I am writing to support the application of City Centre for CIITAP tax incentives from the Tompkins County IDA. City Centre is an important and significant Downtown project that will advance the economy of Downtown as well as the City of Ithaca and Tompkins County. My support for this project is based on the following: 1. City Centre bring significant new private sector investment to the heart of Downtown at a location that has been identified by the City and the Downtown as a priority for infill, high density redevelopment. This block was razed for urban renewal in the 1960 s and the current one story suburban style office building has been on the property ever since. City Centre brings back the density and urban architecture that this block was designed to carry. 2. We have a housing shortage in Tompkins County. City Centre will provide 192 units of market rate apartments and locate them adjacent to key transportation services (the Downtown public transit stations and the Green Street parking garage). 3. City Centre will provide new retail space at a strategic location adjacent to the Commons. In fact, the project effectively extends the Commons into the 300 East State/MLK block. This new retail/commercial space enhances Downtown as a destination for shopping and dining. 4. The City Centre project makes a major investment into the heart of the City and contributes to the urban fabric. The $40 million project will be a landmark structure for downtown. The CIITAP program was created precisely for projects like City Centre. It enables the developer, Newman Development, to tackle an expensive urban site and locate housing and retail right in the heart of the city where we the community want it to be located. The project meets the requirements of the CIITAP program. I strongly urge IDA approval of this application. Sincerely, Gary Ferguson Downtown Ithaca Alliance Cc: Jeff Smetana 33

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35 Heather McDaniel for IDA Tom Schryver Reply-To: To: Heather Filiberto Tue, Mar 28, 2017 at 9:05 PM Hi Heather, If you could please share this with the IDA: Dear Chairman Dennis and IDA members, I am a lifelong Ithacan and resident of 201 Fairmount Ave in the City of Ithaca since I write today in support of the City Centre project. As you know, Ithaca and Tompkins County are vibrant bright spots in the Upstate economy. As recently noted by studies and articles in outlets like the Ithaca Voice and others, supply of housing has kept up with neither employment growth or growth in student populations in the past decades. I would note that these are correlated - tuition revenue is a key driver of the local economy, as it is the primary fuel for the largest single sector and three of our top 10 largest employers in Cornell, Ithaca College and Tompkins Cortland Community College - institutions who spend the majority of their revenue on personnel expenses. Ithaca's a great place to live. If we want to keep it that way, we need to house the people who want to live here. That means that we will need to accept change in the form of new development, and to provide support to developments that meet key goals such as downtown densification. I believe that the City Centre project is exactly the kind of project we need in downtown Ithaca - one that increases the overall housing stock, does so in a core downtown location, and with a building design that meets the city and county's environmental goals. The proposed CIITAP will lead to redevelopment of a key downtown corner, increasing property taxes from that location by over $2.6m over 10 years. It's a win-win-win - more residents to help downtown retail thrive; more housing supply to help moderate overall pricing levels; an environmentally friendly design; and increasing tax revenue, which will help keep moderate future property tax rates, increasing affordability across the board. I encourage you to support this important project. Sincerely, Tom Schryver 201 Fairmount Ave Ithaca, NY Tom Schryver tschryver@gmail.com (mobile) 35

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41 ADOPTED RESOLUTION SEQR Negative Declaration City of Ithaca Planning & Development Board City Centre Mixed-Use (Housing & Retail) 301 E. State/M.L.K., Jr. Street December 20, 2016 WHEREAS: the City of Ithaca Planning and Development Board has one pending application for Site Plan Approval for an eight-story mixed-use building by Jeffrey Smetana for Newman Development Group, LLC, and WHEREAS: the applicant proposes to redevelop the acre site with an 8-story, 111 -tall, 187,536-GSF mixed-use building, with approximately 10,800 SF of new ground-floor retail space and 10,700 SF of building amenity and support space on the ground level. Upper floors will have a mixture of unit types (studio, 1-, and 2-BR) for a total of 193 units. The ground level also includes a loading/delivery/trash area with vehicular access provided from N. Aurora Street to a circular drop-off area. The main vehicular access to the site is off E. Green Street to a below-grade parking deck with 69 parking spaces and bicycle storage. The project is in the CBD-120 Zoning District, and has received Design Review. It requires a zoning variance for rear yard setback, and WHEREAS: this is a Type I Action under the City of Ithaca Environmental Quality Review Ordinance ( CEQRO ), B. (1) (h)[4], (k) and (n), and the State Environmental Quality Review Act ( SEQRA ), (6.)(iv) and (11), and is subject to Environmental Review, and WHEREAS: NYS Department of Transportation and Tompkins County Department of Health provided written consent and the Ithaca Development Authority did, by not responding to the request within 30 days, consent to the City of Ithaca Planning and Development Board s being Lead Agency for this project, and WHEREAS: the Planning Board, being the local agency which has primary responsibility for approving and funding or carrying out the action, did, on October 25, 2016 declare itself Lead Agency for environmental review of the project, and WHEREAS: the Planning Board, acting as Lead Agency in Environmental Review, did on December 20, 2016 review and accept as adequate a Full Environmental Assessment Form (FEAF), Part 1, submitted by the applicant, and Parts 2 & 3, prepared by Planning staff and the following drawings: Boundary & Topographic Survey, No. 301 East State Street, City of Ithaca, Tompkins County, New York dated 2/24/16 and prepared by T.G. Miller P.C., and Demolition Plan, Grading Plan, Erosion and Sediment Control Plan, Construction Plan, Site Plan, Utilities Plan, Zoning Analysis, Layout Plan, Paving Plan, Parking Plan, Landscape Plan, Preliminary Planting List, Floor Plans- Garage & Ground, Elevations, E State Street, Elevations, Aurora Street, Elevations, Green Street, Section AA, East to West, Section BB North to South, Section Across Aurora Street, Section EE Across State Street, Preliminary Building Materials, Rendering 1- From South, Rendering 2- From Bridge, Rendering 3 From East, Rendering 4-From North, Rendering 5 From Above, and Rendering 6- Plaza Detail, all dated 12/05/16 and prepared by Humphreys & Partners Architects L.P. et al; and other application materials, and WHEREAS: the City of Ithaca Conservation Advisory Council, Tompkins County Planning Department, and other interested parties have been given the opportunity to comment on the proposed project and any received comments have been considered, and WHEREAS: the Lead Agency has determined that this project will not have significant impacts to aesthetic resources and historic resources based on the set of six renderings listed above and dated , and not on any submitted floorplans or elevations, which, at this time, are not consistent with these renderings, now, therefore, be it 41

42 RESOLVED: that the City of Ithaca Planning and Development Board determines the proposed project will result in no significant impact on the environment and a Negative Declaration for purposes of Article 8 of the Environmental Conservation Law be filed in accordance with the provisions of Part 617 of the State Environmental Quality Review Act. Moved by: Seconded by: In Favor: Against: Abstain: Absent: Vacancies: Johnston Jones- Rounds Blalock, Darling, Johnston, Lewis, Jones-Rounds and Schroeder None None Elliot None 42

43 City of Ithaca FULL ENVIRONMENTAL ASSESSMENT FORM - Part III Project Name: City Centre Date Created: / Updated 11/29/16 and 12/14/16 Revised by the Planning Board: 12/20/16 PROJECT DESCRIPTION The applicant proposes to redevelop the acre site with an 8-story, 111 -tall, 187,536-GSF mixed-use building, with approximately 10,800 SF of new ground-floor retail space and 10,700 SF of building amenity and support space on the ground level. Upper floors will have a mix of unit types (studio, 1-, and 2-BR) for a total of 193 units with 307 bedrooms/potential occupants. The ground level also includes a loading/delivery with vehicular access provided from N. Aurora Street to a circular drop-off area. The main trash area is within the underground parking area. The main vehicular access to the site is off E. Green Street to a below-grade parking deck with 69 parking spaces and bicycle storage. The project is in the CBD- 120 Zoning District, and has received Design Review and an appeal for a zoning variance for a deficient rear yard setback is scheduled for January This is a Type I Action under the City of Ithaca Environmental Quality Review Ordinance ( CEQRO ), B. (1) (h) [4], (i), (k), and (n), and the State Environmental Quality Review Act ( SEQRA ), (6.)(iv), and (11), and requires Environmental Review. Based on revised drawings dated the building has been moved to the east and south and slightly rotated. The main result of this relocation is the allowance of a wider sidewalk on S Aurora Street and on East State/MLK Street nearest Aurora Street. IMPACT ON LAND The project site is located in the downtown core, in a densely developed mixed-use environment. Construction is expected to last for approximately 20 months. The applicant has submitted a document titled Report of a Subsurface Exploration and Geotechnical Engineering Evaluation for a Proposed 9-Story Building, prepared by John P. Stopen Engineering LLP and dated The study concludes that: Our evaluations determined that the proposed 9-story building with basement should be constructed on an approximately 26-inch-thick concrete mat foundation. The mat will require coating and detailing to protect the structural reinforcing from the de-icing chemicals that would fall off cars in the winter. As a practical matter, the mat must extend beyond the basement wall by several feet. The excavation should be supported with steel sheet piling or soldier piles and lagging that are braced with tieback anchors. In regard to required shoring for foundation construction the report states: We evaluated temporary earth support systems for the basement that will be required along State Street and South Aurora Street, and a portion of East Green Street. The most practical system will be probably drilled-in soldier piles and timber lagging with tieback anchors. Tieback anchors will need to extend beyond the property line and under the street. We believe the City of Ithaca may be willing to grant permission for the anchors based on previous projects. Also, the existing utilities should be checked for confirmation that they do not conflict with the tiebacks. 43

44 Foundation construction will require the removal of 18,000 CY of materials from the site. This will generate approximately 1,500 truck trips (assuming a 10-wheeler truck with a 12 CY capacity), with the material being hauled to a local dump site approximately 10 miles away. Potential Impacts The applicant has stated that foundations must extend several feet beyond the basement walls and that shoring will be required. The Lead Agency is concerned about potential impacts to the public right-of-way including pedestrian and vehicular access during construction as well as the long term safety and stability of the affected public streets. The Lead Agency recognizes that all work in or affecting the public right-of-way will require a Street Permit from the office of the City Transportation Engineer. The permit will dictate access requirements and repair or replacement of impacted city property. The Lead Agency is concerned about maintaining safe pedestrian access and potential road closures during excavation, shoring and construction. See Impact on Transportation. Also See Impacts on Transportation and Public Health. IMPACT ON WATER No impact anticipated IMPACT ON DRAINAGE The project site is a previously developed site within the urban core and is within 100 feet of Six Mile Creek, but is not directly adjacent to the creek. A major roadway, NYS Route 79/ East Green Street, separates the project site from the creek. Green Street is curbed on both sides and drains into the existing City storm sewers. There are no existing permanent stormwater controls on the project site. Stormwater runoff from approximately half of the project site generally runs in a northerly direction to the City storm sewer on East State Street. Runoff from the remainder of the site drains in a southerly direction to the City storm sewer on East Green Street. Both of the City storm sewers discharge into Six Mile Creek. According to the applicant, all of the site stormwater will discharge into Six Mile Creek through the City s stormwater collection system. Post construction stormwater will be required to match existing flows and water quality treatment of pollutants per the City Storm water Law. A Full SWPPP will be required but is not yet developed. The applicant will work with the City Stormwater Management Officer to implement an approved SWPPP. IMPACT ON AIR The project site is in the densely developed downtown core. The Lead Agency is concerned about potential impacts, particularly to pedestrians, from noise, smell, and air flow emanating from mechanical vents. The applicant has stated in a memo dated from Yamila Fournier of Whitham Planning and Design to Lisa Nicholas that all venting will be routed to the roof into the Green Street planted area and that there will be no impact on the pedestrian sphere. The Lead Agency expects that exterior venting should be designed and located such that it does not impact the pedestrian sphere. All exterior venting must be submitted and reviewed by the Lead Agency. 44

45 Construction Impacts and Mitigation Construction is projected to last approximately 20 months and will likely be concurrent with several other construction projects in the downtown area. The cumulative impacts of airborne dust could have a negative impact during the construction period. The excavation and the preparation of foundations can also create the potential for increased dust and dirt particles in the air. During construction, the applicant will employ the following applicable dust-control measures as appropriate: Misting or fog spraying site to minimize dust. Maintaining crushed stone tracking pads at all entrances to the construction site. Re-seeding disturbed areas to minimize bare exposed soils. Keeping roads clear of dust and debris. Requiring trucks to be covered. Prohibiting burning of debris on site. See Impacts to Aesthetic Resources in regard to any rooftop mechanicals IMPACT ON PLANTS AND ANIMALS Site development requires the removal of all existing landscaping, including eighteen trees. The applicant has proposed a conceptual Landscape Plan, dated November 22, 2016 that seems to provide dense plantings. The plan provides locations of plantings and a palette of potential plant materials. During site plan review a landscape plan will be developed to include a detailed planting plan with size and number of species, detailed planting specifications and detailed tree protection plans, all in accordance with the City s Site Plan Review Ordinance. The proposed planting schedule will be reviewed to insure there are no invasive species included in the plan as this could prove detrimental to the gorge plants along Six Mile Creek. The Lead Agency notes that much of the proposed landscaping along Green Street will require approval by the NYSDOT. This landscaping is an important aesthetic component of the project as it provides both visual screening and a more welcoming pedestrian environment. The applicant has provided documentation of their communication with NYSDOT dated December 2, 2016 regarding its approval of this aspect of the project. The applicant is also proposing a permeable paving system in lieu of tree pits. The system allows for the maintenance of adequate soil volumes while providing a stable and comfortable surface for pedestrian traffic. The Lead Agency has determined that this project will not have significant impacts to plants and animals. IMPACT ON AESTHETIC RESOURCES The project site is on E. State/M.L.K., Jr. St. in the block across from the eastern end of the Commons, the City s retail, tourism, and entertainment center. The project site is in close proximity to the Downtown Ithaca National Register Historic District, the boundary of which includes the building on the northeast corner of Aurora Street and E. State Street, directly north of the project site, and the buildings along the north side of the Commons, northwest of the project site. This Historic District includes commercial and mixed-use buildings, which are predominantly made of brick. At 1.2 acres and occupying an entire triangular city block, the project site is large for a downtown redevelopment parcel. Its prominent location at the eastern gateway to the Commons, combined with its 45

46 large size, make the site extremely prominent. This is especially true since it faces public streets on all sides. Potential Impacts and Mitigations The applicant presented the project to the Design Review Committee on November 8, committee had the following suggestions and requests: The A Landscape Plan is needed and should include planting along the sidewalk and visible planting on roof terrace Site sections are needed to understand the relationship between ground floor level and street levels Explore the use of additional windows at the corner of Green and E. State/ MLK Add windows to the top floor of the darker gray towers that can be seen from the street level There is a lack of windows on the lower east corner of the south facade Add patterning or some other decorative element to accentuate the top of the curved portion of the building at E State/MLK and Aurora Streets. To analyze the visual impact of the proposed super graphic signage- submit visualizations of the project from upper E. State/MLK Street. Need visualizations or renderings from Green and Aurora St to views of the south façade of the building and landscape. Need more details about signage; Planning Board member John Schroeder felt that four super graphic signs is too many. Need project details such as paving for plaza area, lighting, exterior furnishings, etc. Need plan and rendering or elevations showing rooftop mechanicals. Rooftop mechanicals should be architecturally integrated or not visible. The applicant provided revised drawings and project information. In a memo dated November 15, 2016 from Yamila Fournier of Whitham Design and Planning, their response to aesthetic issues was outlined as such: Fenestration at the corner of East State and Seneca Way has been doubled. (See drawing titled Rendering 3- From Seneca Way dated ) Additional windows have been added to the Green Street side of the building. There are two expanses along that side of the building without windows (at a stair column and at a utility area). Both those areas will have significant landscaping. (See drawing titled Rendering 1- From Hudson Street dated ) Fenestration has been added to units overlooking the roof terrace to enliven the façade. A new ornamental cornice treatment has been added to the curve facing The Commons. (See drawing titled Rendering 2- From the Commons dated ) A cornice treatment has been selectively added to portions of the roofline. (See drawing titled Rendering 2- From the Commons dated ) A rendering showing potential rooftop mechanicals screening is included in this submittal. How much, if any, of that screening will ultimately be necessary to block views has yet to be determined. (See drawing titled Rendering 4- From the Commons dated ) A plant palette has been selected to reference gorge conditions. (See drawing titled Landscape Plan dated ) 46

47 The landscape within the courtyard has been developed significantly. (See drawing titled Site Plan dated Sidewalk planting beds have been placed, including at the easternmost corner. (See drawing titled Site Plan dated ) The applicant has provided significant landscaping along Green Street to both soften the building as well create a more pleasant pedestrian environment in this area. The Lead Agency notes that much of the proposed landscaping along Green Street will require approval from the NYSDOT. This landscaping is an important aesthetic component of the project as it provides both visual screening and a more welcoming pedestrian environment. The applicant has provided documentation of their communication with NYSDOT dated December 2, 2016 regarding its approval of this aspect of the project. The Lead Agency has identified details that will, as a whole, affect the aesthetics of the project but will be further developed during site plan review. These include: Location and potential screening of exterior transformers Public plaza details including paving pattern, bollards, lighting and furnishing Private plaza details including paving pattern, bollards, lighting and furnishing Further development of the Landscape Plan Window treatments Signage will be developed and approved at a later time. Also see Impacts to Historic Resources. The Lead Agency has determined that this project will not have significant impacts to aesthetic resources. It is noted that the Planning Board makes this determination based on a set of six renderings (numbered as pages 27-32) submitted by the applicant and dated and not on floor plans or elevations, which at this time, are not completely consistent with these renderings. The applicant has stated that these six renderings correctly depict the intended building design. IMPACT ON HISTORIC RESOURCES The project site is on E. State / M.L.K., Jr. St. in the block across from the eastern end of the Commons, the City s retail, tourism, and entertainment center. The project site is in close proximity to the Downtown Ithaca National Register Historic District. Its boundary includes the building on the northeast corner of Aurora Street and E. State Street, directly north of the project site, and the buildings along the north side of the Commons, northwest of the project site. This Historic District is a national historic district and consists of 64 contributing, mostly commercial buildings. It is composed mainly of multi-story buildings (mostly sixstory) with brick exteriors and flat or low-pitched roofs fronted by a variety of parapets set off by decorative cornices. The district also includes three separately listed properties: the Clinton House, Clinton Hall, and the State Theater. It was listed on the National Register of Historic Places in Proposed Project & Potential Impacts: The proposed 8-story, 111 -tall building occupies a large prominent parcel. Because of its scale and proximity to the Historic District, its design including massing, height, architectural expression, and building materials have the potential to significantly impact the character, feeling, and experience of the district. The Lead Agency has received comments from Historic Ithaca and others expressing concerns about potential impacts to the Historic District due to the building s the size, massing and effect on solar access. 47

48 The applicant has taken the following steps to mitigate any potential impacts to the Historic District: Building height is limited to eight stories (eleven stories is allowed by zoning). A varied roofline with substantial step-backs further diminishes the perceived height of the building (see aforementioned six renderings). Approximately two-thirds of the top floor is stepped back The building mass is broken up by use of varying materials and by three-dimensional modulation of the facade of the upper floors Brick cladding is used on the two ground floors along E. State and Aurora as well the upper floors at the corner facing the Historic District The façades most visible from the Historic District include a high level of architectural detailing including balconies, cornices, varying façade planes, and varying materials The building has been moved east and south resulting in the façade being farther back from the original position on both E State and Aurora. The Lead Agency has determined that, as depicted in the aforementioned six renderings, this project will not have significant impacts to historic resources. IMPACT ON OPEN SPACE AREA No impact anticipated. IMPACT ON TRANSPORTATION The applicant has stated the following transportation goal: As a development in the core of downtown, City Centre places its residents in a walkable neighborhood, well supported by public transit. There will be 68 vehicular parking spots available to residents in a below-grade garage. Within the garage there will be charging areas to support residents with electric vehicles. The developers are in discussion with Ithaca Car Share to determine if one or more car share spots within the garage in order to support Ithacans who choose not to own a car. Bicycle use is encouraged through the use of a secure bicycle parking area with a capacity of up to 48 bicycles, complete with workbench. Outside the building there are three more bicycle parking areas, one within the courtyard, one outside the residential entrance to the building, and one near the commercial portion of the building. Together these will be able to secure up to 40 more bicycles. The applicant has provided documentation of their communication with NYSDOT dated December 2, 2016 regarding its approval of the ingress/egress from Green Street. NYSDOT states: We were able to get down to the site during some field visits and have had a chance to review the proposed concept plan. We do not have any issue with the proposed driveway location or layout. We would like the peak hour traffic to be supplied for the future submission since it appears to parking spaces may have changed since we last saw this. Please proceed in your design with the concept summited to the NYSDOT in the attached e- mail. The applicant has submitted an updated Transportation Impact Study prepared by SRF Associates and dated December The City Transportation Engineer has submitted comments in response to the SRF Traffic Study. 48

49 The Lead Agency recognizes that the City is experiencing one of the largest building booms in recent history. It is therefore difficult to determine impacts of downtown development on a case by case basis. Cumulative impacts must be analyzed prior to determining mitigation such as signal timing for pedestrians. Density and proximity to goods and services (smart growth) within walking distance allows us to plan for an increase in the pedestrian/bicycle/mass transit population. As large developments come on line there will be a continued demand for parking, however the demand may decrease from what we have seen historically. Recent developments in the downtown core have shown that many residents are choosing not to own a car or to store their car for occasional use. Transportation- Parking The downtown core has three publically-owned parking garages with a total capacity of 1520 spaces. Metered on-street parking is available on most streets. There are a limited number of small private surface lots. The applicant has submitted an updated Transportation Impact Study prepared by SRF Associates and dated December 2016 that estimates parking demand at approximately 166 spaces (38 retail and 166 residential). The study estimates that 70% of residents will have cars resulting in a conservative parking demand of 175 spaces for residential use (250 bedrooms X.7 = 175). This number is reduced to 128 by considering factors such as access to carshare, high walkability, bicycle parking, land use mix and access to transit. As the project will provide 69 spaces on site, off-site parking demand is 97 spaces. There are three parking garages in downtown Ithaca with a total of 1520 parking spaces: Green Street garage has 385 parking spaces; Seneca Street Garage has 451 parking spaces and Cayuga Street Garage has 684 parking spaces. Based on information provided by the City Parking Director in December of 2016, projected available parking in the garages is as shown in the table below. There appears to be sufficient capacity to accommodate the project. Garage Parking Spaces Available Daytime Evening Overnight Green Seneca Cayuga Total The Lead Agency has determined that this project will not have significant impacts to parking. Transportation- Pedestrian Facilities The project will include approximately 10,800 SF of new ground-floor retail space and 10,700 SF of building amenity and support space on the ground level as well as 193 housing units. The retail space includes a partially covered plaza for outdoor gathering and possibly dining. The street level residential entry will be at the midpoint of the building on E. State Street with additional entries at the garage level and rear courtyard. Currently there are two very wide curb cuts on E. State Street, one on Aurora Street, and none on Green Street. The applicant is proposing to eliminate both curb cuts on E. State, maintain the Aurora Street curb cut, and add a curb cut on Green Street per NYSDOT approval. E. State Street is the most heavily used by pedestrians so elimination of the curb cuts will be an improvement. On all streets, the sidewalk will be 49

50 maintained through the curb cut to give the pedestrian priority over the vehicles entering and exiting the site. The additional residential and commercial density on this block will greatly increase pedestrian traffic particularly at the corner of E. State and Aurora Street. The applicant is proposing the following sidewalk widths: Green Street - a consistent 6 sidewalk width with 6 unobstructed travel path S. Aurora Street total width is approximately 12 E. State Street total width varies between 14-4 and 12 The Lead Agency generally advocates for a sidewalk width in the urban core of at least 12 from building face to curb and 9 of unobstructed travel path. The Lead Agency finds the 6 width on Green Street to be acceptable because site grades will make it difficult to widen the sidewalk and pedestrian traffic is lighter on Green Street than on Aurora & State. The Lead Agency will work with the applicant to ensure adequate sidewalk widths along E. State and S. Aurora Street. The Lead Agency has determined that with the improvements anticipated above, this project will not have significant impacts to pedestrian facilities and the elimination of the E. State Street curb cuts will improve the pedestrian experience and safety. Transportation- Transit The downtown core is also the hub of the Tompkins County Consolidated Transportation s (TCAT) route network. There are six TCAT stops within one quarter mile of the project site, including the network s two main transfer stations at Green and Seneca Streets, where nearly all routes begin, end or pass though. Service to Cornell and Ithaca College runs from 6 am until 2:30 am six days a week with buses as frequent as every ten minutes during peak travel times. Transportation- Construction Impacts: The Lead Agency is concerned about the construction impacts of this project as well as the cumulative impacts of multiple concurrent downtown construction projects on vehicular, pedestrian and bike movements. The project site occupies an entire city block with approximately 850 linear feet of sidewalk on all sides of the site and five on-street metered parking spaces on State Street. There are multiple concurrent major construction projects occurring - or planned to soon occur in the immediate area within or contiguous to the block bounded by E State St/MLK Blvd, Aurora Street, Seneca Street and Seneca Way. These projects are as follows: Canopy Hotel Construction pending - estimated completion date 2018 Tompkins Financial Headquarters - estimated completion date fall 2017 Hotel Ithaca - estimated completion date spring 2017 The applicant has submitted a drawing titled Construction Plan dated and has initiated coordination with the City Engineering Department regarding construction coordination. The Lead Agency recognizes that all work in or affecting public rights of way will require a street permit either from the City Engineering Department for work done on city streets or from the NYSDOT for work done on Green Street. The permit will dictate access requirements and repair or replacement of impacted property. The Lead Agency has the following concerns: 50

51 Maintenance of safe pedestrian access, potential road closures, shoring, excavation, and construction Traffic impacts resulting from the hauling of excavated materials Construction deliveries and staging of materials As directed by the City, workers will be required to park either at a remote off-site location outside of the downtown area and shuttled in by bus or in a downtown garage. IMPACT ON ENERGY The applicant has submitted the following sustainability statement: City Centre, as an urban infill project, is in a unique position to fulfill sustainability goals as set out by the City of Ithaca and by Tompkins County through their respective Comprehensive Plans and Energy Plans. Land Use and Economic Development Goals Both the City and County Plans promote nodal or compact mixed-use infill development with higher residential densities and a range of housing types (studios, one-bedroom, and two-bedroom units). At the heart of downtown, City Center places its residents within walkable distance to employers, services, and entertainment. City Center will be on the tax rolls and will increase the property value significantly over the existing 1-story building. Food, Natural Resources, and Water Goals The greenroof and terrace will be populated with edible trees, shrubs, and perennials. Within the 2,000sf of planted greenroof area, native plants will be favored to further contribute to Ithaca s biodiversity. Some stormwater will be stored on site for use in watering planted areas. Waste Goals Residents will be encouraged to recycle with in-apartment sorting units and trash and recycling rooms on each floor. Each unit will include and in-sink disposal unit to keep organics out of the waste stream. GHG Goals and Energy Systems Keeping in mind the City of Ithaca Energy Action Plan and the Tompkins County Energy and Economic Development Task Force Draft Final Report, City Center will move away from the use of natural gas where possible. All heating and cooling will be handled through electric-based air source heat pumps. All residential cooking and laundry will be handled with electric energy-star rated appliances. Apartment and mechanical systems electricity will be provided by NYSEG. In order to minimize the electrical consumption, the building will have a high-efficiency envelope, high efficiency window glazing, LED lighting throughout, and occupancy sensors will be utilized for management of electrical use in the building units. Sensors will be included in living spaces and in ancillary areas such as closets. Additionally, the apartment windows will be utilizing a fiberglass framing system, which is far superior to metal systems from a thermal performance point of view. Hallway and common area electricity will be supplied via a 7.5KW rooftop mounted solar array. All lights will be LED. Natural gas use will be limited to the hot water system, commercial cooking needs for ground floor tenants, hallway heating when necessary, and the backup generator. Domestic Hot Water will be generated using high efficiency natural gas boilers, with water stored to handle the building 51

52 demand. This system will also provide the minimal heating needs for the subterranean parking garage. Natural Gas based water heating is selected based on the high thermal conversion efficiency and the low carbon footprint compared to that of electricity which is produced during the high domestic hot water use periods. This facility will have its primary hot water demands between 6 and 8 am, and between 6 and 8 pm, based on showering and cooking/cleaning, respectively. Wind and solar production levels that are coincident with this time period are low. In order to mitigate use of natural gas heated hot water, all fixtures will be low flow and all toilets will be dual flush. Each residential floor will have a central filtered water dispenser, so residents can have free access to filtered potable water. Materials Newman Development Corp is invested in exploring re-used and recycled materials. They have committed to using certified wood, recycled carpeting tiles, kitchen cabinets and counters with recycled content and are exploring other opportunities for use of recycled materials. Some particularly interesting materials choices include reusing granite counter scraps for paving. In a letter dated 12/20/16 from Ed Marx, Tompkins County Commissioner of Planning, to Lisa Nicholas, Senior Planner, the following energy-related recommendations were requested: To help advance energy performance of the buildings we recommend a condition of the site plan be to require facade transparency of less than 30% to meet code requirements as opposed to the proposed transparency which appears to exceed this percentage. To increase the potential use of rooftop solar beyond the 7.5kw system proposed at some point in the proposed buildings' lifetime, we recommend that rooftop mechanicals be placed in locations that allow for maximum rooftop solar potential. In response to the first recommendation, the Lead Agency has determined that the applicant s choice of high efficiency windows, rather than 30% transparency is acceptable. In response to the second recommendation, the applicant states that the current layout of the roof plan allows for maximum future solar expansion. IMPACT ON NOISE AND ODORS There are multiple concurrent major construction projects occurring - or planned to begin soon in the immediate area within or contiguous to the block bounded by E. State St/MLK Blvd, Aurora Street, Seneca Street and Seneca Way. These projects are: Canopy Hotel Construction pending - estimated completion date 2018 Tompkins Financial Headquarters - estimated completion date fall 2017 Hotel Ithaca - estimated completion date spring 2017 Construction is expected to last approximately 20 months. Adjacent residents and businesses will be affected by the cumulative impacts of numerous simultaneous construction projects. Noise producing construction activities are limited to M-A 7:30 and to 7:30 pm. IMPACT ON PUBLIC HEALTH The applicant has submitted a Phase 1 Environmental Assessment (ESA) dated March 2016 and prepared by Barton and Loguidice DPC. The executive summary makes the following conclusion: 52

53 B&L has identified the historic filling station and associated underground storage tanks, as well as the known petroleum contamination in the subsurface soil, as a recognized environmental condition (REC), based on the results of prior investigations at the property. Future site development may require the handling and disposal of petroleum-contaminated soils and former UST structures. Additional investigation, including test pits to evaluate whether UST components remain on site and a groundwater investigation, may be warranted to fully delineate the contamination at the property. Prior to any future site development resulting in demolition or renovation of the existing building, it is recommended that the on-site structure be evaluated for the presence of lead- and asbestos-containing materials. The applicant has submitted a Supplemental Phase II ESA prepared by Barton and Loguidice and dated July 22, The purpose of this study was to further the 2012 Phase II ESA which identified impacts and potential structures from the historic filling station located on the eastern side of the parcel. The impacts were observed at depth, and did not appear to have any direct pathway for current exposure. Confirmatory excavations and a groundwater investigation were recommended to further define the extent of the detected impacts and structures. The 2016 study was based on data collected from six soil borings and three temporary groundwater monitoring wells. The study concludes: The Phase II ESA consisted of the installation of six soil borings, six test pits and three temporary groundwater monitoring wells. Visual petroleum impacts were observed at the groundwater interface, which ranged from feet below grade within soil borings B-13, B-15, and B-17. Soil samples collected from these locations do not demonstrate VOC concentrations greater than NYSDEC SCOs, but will likely contain nuisance petroleum odors that will require special soil management when excavated. Groundwater samples collected from one of the three temporary monitoring wells demonstrated detections of VOCs at concentrations greater than NYSDEC s water quality standards. The groundwater impacts exceeding standards appear to be limited to the eastern corner of the site. The VOC concentration data and groundwater flow direction (east to west/northeast) supports that a petroleum source may be present east of the site. Prior spills have been reported in the vicinity, including directly east of the area of impact (Green Street intersection and Ithaca Coffee Co. parking lot) and due north of the property (during geotechnical borings for the adjacent building construction). These area spills and the identified impacts on the site suggest a general regional impact. The test pit findings identified a 2 underground steel piping within test pits TP-2 and TP-3 which could have been a vent/fill or dispensing line for an underground petroleum storage tank. Other test pit findings include a 4 cast iron sewer pipe (TP-3, TP-4 & TP-5), a series of 1 water supply pipes (TP-5), a dry well structure was also observed adjacent to test pit TP-5 and a concrete structure was identified within test pit TP-1. USTs were not identified during the Phase II activities, and the probability for a UST remaining on the site in low. However, due to the history of the site, and the limitations with the radar techniques and accessibility impediments at the site, the presence of a UST remains a small possibility. In consideration of your pending site development, it would appear that if your excavation depths approach the groundwater table, then handling of petroleum impacted spoils and groundwater will be required. The cost to address these site conditions should be included in your site planning. The estimated limits of 53

54 petroleum impacted soils (soils that contain nuisance odors) are presented as Figure 2. Based on the depth of petroleum impacted soils ranging from feet below ground surface, there is approximately 285 cubic yards of petroleum impacted soils that would require special handling if excavated. Some additional quantities should be assumed to the west of the parking lot planter island, where the investigation was prohibited. The focus of the impacted areas of the site appears to be the northeast corner. NYSDEC Spill No was previously opened for this site. A copy of this Phase II ESA report should be submitted to the Region 7 Spills Office of the NYSDEC to provide updated information regarding the closed spill on the site. Although NYSDEC previously closed the spill based on the original investigation that produced similar date, we would recommend confirmation with NYSDEC that no additional site characterization is required, and that they are in agreement with handling any impacted soil or groundwater encountered during site development construction. The Lead Agency recognizes that any determination regarding the need for soil or groundwater remediation or disposal is under the jurisdiction of NYSDEC and potentially the NYS Department of Health. If during site development, impacted soils or groundwater are discovered, the applicant is required to follow established protocols of the applicable agencies. The applicant should provide documentation of any such activity to the Lead Agency. Lead and asbestos surveys are required before a building permit is issued. Should any lead or asbestos be found in the existing building the applicant will be required to contract with a licensed professional for appropriate abatement. IMPACT ON GROWTH AND CHARACTER OF COMMUNITY OR NEIGHBORHOOD The project is in the downtown core which features a dense mix of restaurants, shops, bars and entertainment venues, government and service buildings, and apartments. The City has up-zoned large portions of the downtown core, including the subject parcel, in recent years in order to encourage increased density particularly residential. There are currently nine larger apartment or mixed use buildings with 20 or more units within the downtown core (defined as the area bounded by Clinton Street/Buffalo Street/Seneca Way and including both sides of those streets) and many upper story apartments on the primary and secondary Commons. Downtown dwelling units are generally a mix of market rate and luxury units, with one 50 unit building being permanently affordable to those of low to moderate incomes Downtown* Apartments with More than 20 Units Building Name Number of Units Number of Bedrooms /Residents** Parking Spaces provided/required Dewitt Building /0 Gateway Commons /0 Seneca Way /75 Cayuga Green /0 Cayuga Residences /0 Center Ithaca /0 Roy Park Building /0 Commons West /0 Breckenridge /0 Totals: Source: City of Ithaca Property Database,

55 Proposed Project & Potential Impacts: The project requires an area variance for rear yard setback. The Lead Agency finds no significant impact as a result of this variance as the rear yard abuts a NYSDOT right of way which functions as a generous rear yard. The project will bring 193 new units and up to 307 new residents to the downtown core. With this number of residents, the project would be the largest apartment building in the downtown core, approximately three times the size of the Cayuga Green Apartments. City Centre will be the largest of the group, with 193 units with 307 bedrooms/potential occupants and proposed 69 on-site resident parking spaces. The Lead Agency finds that the project will significantly increase the residential density in the downtown core. Recognizing the many potential benefits of increased residential density for both the downtown and the City as a whole, the Lead Agency has also examined its potential impact on the following: 1. Impact on downtown character- increased residential density 2. Utility capacity 1. Impact on downtown Character increased residential density: Ithaca Commons, in which the City recently invested over 15 million dollars, is one of only a handful of pedestrian malls in the country and is cited as one of the top tourist attractions in the region. The Commons has a broad appeal and is intended to be welcoming to all segments of the community as well as tourists and other visitors. Downtown residents have a unique role in adding to the vibrancy of the downtown. Once fully leased, the project will increase the population living downtown by up to 307 residents. This is expected to have an overall beneficial impact to the retail, restaurant, and service environment that could also enhance the downtown s appeal to the general public, tourists and visitors. Also see Impact of Aesthetic and Historic Resources 2. Utility Capacity and New Demand Created by the Project: The applicant has submitted a letter dated 12/13/16 to Jeff Smetana of Newman Development Group from Erik Whitney, Assistant Superintendent of Public Works verifying capacity for sewer, storm sewer and water capacity. Any required upgrades to electric or gas service from NYSEG will be coordinated with the Engineering Department as part of construction planning. Prepared by: Lisa Nicholas, AICP, with revisions by the Planning and Development Board 55

56 Small-to- Moderate Impact Potential Large Impact Can Impact Be Reduced by Project Change? IMPACT ON LAND 1. Will there be an effect as a result of a physical change to project site? Yes No Any construction on slopes of 15% or greater (15-foot rise per 100 feet of length) or where general slope in the project exceeds 10%. Construction on land where depth to the water table is less than 3 feet. Yes Yes No No Construction of parking facility/area for 50 or more vehicles. Yes No Construction on land where bedrock is exposed or generally within 3 feet of existing ground surface. Construction that will continue for more than 1 year or involve more than one phase or stage. Evacuation for mining purposes that would remove more than 1,000 tons of natural material (i.e., rock or soil) per year. Yes Yes Yes No No No Construction of any new sanitary landfill. Yes No Construction in designated floodway. Yes No Other impacts (if any): Excavation of 18,000 CY for foundation and parking. See Part 3. Yes No 2. Will there be an effect on any unique land forms found on the site (i.e., cliffs, gorges, geological formations, etc.)? Yes No Specific land forms (if any): Yes No 56

57 Small-to- Moderate Impact Potential Large Impact Can Impact Be Reduced by Project Change? IMPACT ON WATER 3. Will project affect any water body designated as protected (under article 15 or 24 of Environmental Conservation Law, E.C.L.)? Yes No Developable area of site contains protected water body. Yes No Dredging more than 100 cubic yards of material from channel of protected stream. Extension of utility distribution facilities through protected water body. Yes Yes No No Construction in designated freshwater wetland. Yes No Other impacts (if any): Yes No 4. Will project affect any non-protected existing or new body of water? Yes No A 10% increase or decrease in surface area of any body of water or more than 10,000 sq. ft. of surface area. Construction, alteration, or conversion of body of water that exceeds 10,000 sq. ft. of surface area. Fall Creek, Six Mile Creek, Cascadilla Creek, Silver Creek, Cayuga Lake, or Cayuga Inlet? Site within 100 ft. of creek. Other impacts (if any): Yes Yes Yes Yes No No No No 57

58 IMPACT ON WATER (cont.) Small-to- Moderate Impact 5. Will project affect surface or groundwater quality? Yes No Potential Large Impact Can Impact Be Reduced by Project Change? Project will require discharge permit. Yes No Project requires use of source of water that does not have approval to serve proposed project. Construction or operation causing any contamination of a public water supply system. Yes Yes No No Project will adversely affect groundwater. Yes No Liquid effluent will be conveyed off the site to facilities which do not currently exist or that have inadequate capacity. Project requiring a facility that would use water in excess of 20,000 gallons per day or 500 gallons per minute. Project will likely cause siltation or other discharge into an existing body of water to the extent that there will be an obvious visual contrast to natural conditions. Proposed action will require storage of petroleum or chemical products greater than 1,100 gallons. Other impacts (if any): Yes Yes Yes Yes Yes No No No No No 58

59 IMPACT ON WATER (cont.) Small-to- Moderate Impact Potential Large Impact Can Impact Be Reduced by Project Change? 6. Will project alter drainage flow, drainage patterns, or surface water runoff? Yes No Project would impede floodwater flows. Yes No Project is likely to cause substantial erosion. Yes No Project is incompatible with existing drainage patterns. Yes No Other impacts (if any): No information provided about stormwater management. Site is within 100 feet of Six Mile Creek. See Part 3. Yes No 7. Will project affect air quality? Yes No IMPACT ON AIR Project will induce 500 or more vehicle trips in any 8- hour period per day per day projected Project will result in the incineration of more than 2.5 tons of refuse per 24-hour day. Project emission rate of all contaminants will exceed 5 lbs. per hour or a heat source producing more than 10 million BTUs per hour. Yes Yes Yes No No No Other impacts (if any): Construction Impacts. Need more information on ventilation and other air-handling systems. See Part 3. Yes No 59

60 Small-to- Moderate Impact IMPACTS ON PLANTS AND ANIMALS Potential Large Impact Can Impact Be Reduced by Project Change? 8. Will project affect any threatened or endangered species? Yes No Reduction of any species, listed on New York or Federal list, using the site, found over, on, or near site. Removal of any portion of a critical or significant wildlife habitat. Application of pesticide or herbicide more than twice a year other than for agricultural purposes. Other impacts (if any): Yes Yes Yes Yes No No No No 9. Will proposed action substantially affect non-threatened or non-endangered species? Yes No Proposed action would substantially interfere with any resident or migratory fish, or wildlife species. Proposed action requires removal or more than ½ acre of mature woods or other locally important vegetation. Other impacts (if any): Yes Yes Yes No No No 60

61 Small-to- Moderate Impact IMPACT ON AESTHETIC RESOURCES Potential Large Impact Can Impact Be Reduced by Project Change? 10. Will proposed action affect views, vistas, or visual character of the neighborhood or community? Yes No Proposed land uses or proposed action components obviously different from, or in sharp contrast to, current surrounding land use patterns, whether man-made or natural. Proposed land uses or proposed action components visible to users of aesthetic resources which will eliminate or significantly reduce their enjoyment of aesthetic qualities of that resource. Proposed action will result in elimination or major screening of scenic views known to be important to the area. Yes Yes Yes No No No Other impacts (if any): Highly visible downtown location the building will have four prominent façades. Large signage. Yes No IMPACT ON HISTORIC AND ARCHAEOLOGICAL RESOURCES 11. Will proposed action impact any site or structure of historic, prehistoric, or paleontological importance? Yes No Proposed action occurring wholly or partially within, or contiguous to, any facility or site listed on or eligible for the National or State Register of Historic Places. Any impact to an archaeological site or fossil bed located within the project site. Proposed action occurring wholly or partially within, or contiguous to, any site designated as a local landmark or in a landmark district. Other impacts (if any): Project is located in close proximity to the Downtown Ithaca National Register Historic District. See Part 3. Yes Yes Yes Yes No No No No 61

62 Small-to- Moderate Impact IMPACT ON OPEN SPACE AND RECREATION Potential Large Impact Can Impact Be Reduced by Project Change? 12. Will the proposed action affect the quantity or quality of existing or future open spaces, or recreational opportunities? Yes No The permanent foreclosure of a future recreational opportunity. A major reduction of an open space important to the community. Other impacts (if any): Yes Yes Yes No No No IMPACT ON UNIQUE NATURAL AREAS OR CRITICAL ENVIRONMENTAL AREAS 13. Will proposed action impact the exceptional or unique characteristics of a site designated as a unique natural area (UNA) or a critical environmental area (CEA) by a local or state agency? Yes No Proposed action to locate within a UNA or CEA? Yes No Proposed action will result in reduction in the quality of the resource. Proposed action will impact use, function, or enjoyment of the resource. Other impacts (if any): Yes Yes Yes No No No 62

63 Small-to- Moderate Impact IMPACT ON TRANSPORTATION Potential Large Impact Can Impact Be Reduced by Project Change? 14. Will there be an effect to existing transportation systems? Yes No Alteration of present patterns of movement of people and/or goods. Yes No Proposed action will result in major traffic problems. Yes No Other impacts: The project proposes to add 193 residents to the downtown area. 72 on-site resident parking spaces are proposed. Interface with Hilton entrance and Marriott drop off. Cumulative impacts of multiple concurrent construction projects. Cumulative impact on public garages. See Part 3. IMPACT ON ENERGY Yes No 15. Will proposed action affect community's sources of fuel or energy supply? Yes No Proposed action causing greater than 5% increase in any form of energy used in municipality. Proposed action requiring creation or extension of an energy transmission or supply system to serve more than 50 singleor two-family residences. Yes Yes No No Other impacts (if any): Will result in the increased use of electric and gas. Sufficient capacity exists to serve proposed building. Yes No 63

64 Small-to- Moderate Impact IMPACT ON NOISE AND ODORS Potential Large Impact Can Impact Be Reduced by Project Change? 16. Will there be objectionable odors, noise, glare, vibration, or electrical disturbance during construction of, or after completion of, this proposed action? Yes No Blasting within 1,500 feet of a hospital, school, or other sensitive facility? Yes No Odors will occur routinely (more than one hour per day). Yes No Proposed action will produce operating noise exceeding local ambient noise levels for noise outside of structure. Proposed action will remove natural barriers that would act as noise screen. Other impacts (if any): Construction noise. See Part 3. Yes Yes Yes No No No IMPACT ON PUBLIC HEALTH 17. Will proposed action affect public health and safety? Yes No Proposed action will cause risk of explosion or release of hazardous substances (i.e., oil, pesticides, chemicals, radiation, etc.) in the event of accident or upset conditions, or there will be chronic low-level discharge or emission. Proposed action may result in burial of hazardous wastes in any form (i.e., toxic, poisonous, highly reactive, radioactive, irritating, infectious, etc.) Proposed action may result in excavation or other disturbance within 2,000 feet of a site used for the disposal of solid or hazardous wastes. Proposed action will result in handling or disposal or hazardous wastes (i.e., toxic, poisonous, highly reactive, radioactive, irritating, infectious, etc., including wastes that are solid, semi-solid, liquid, or contain gases). Yes Yes Yes Yes No No No No 64

65 Small-to- Moderate Impact IMPACT ON PUBLIC HEALTH (cont.) Potential Large Impact Can Impact Be Reduced by Project Change? Storage facilities for 50,000 or more gallons of any liquid fuel. Yes No Use of any chemical for de-icing, soil stabilization, or control of vegetation, insects, or animal life on the premises of any residential, commercial, or industrial property in excess of 30,000 square feet. Other impacts (if any): Phase 1 has been submitted see Part 3. Yes Yes No No IMPACT ON GROWTH AND CHARACTER OF COMMUNITY OR NEIGHBORHOOD 18. Will proposed action affect the character of the existing community? Yes No The population of the city in which the proposed action is located is likely to grow by more than 5% of resident human population. The municipal budgets for capital expenditures or operating services will increase by more than 5% per year as a result of this proposed action. Proposed action will conflict with officially adopted plans or goals. Requires area variances Proposed action will cause a change in the density of land use. Proposed action will replace or eliminate existing facilities, structures, or areas of historic importance to the community. Development will create demand for additional community services (e.g., schools, police, and fire, etc.) Proposed action will set an important precedent for future actions. Proposed action will relocate 15 or more employees in one or more businesses. Yes Yes Yes Yes Yes Yes Yes Yes No No No No No No No No 65

66 Small-to- Moderate Impact Potential Large Impact Can Impact Be Reduced by Project Change? IMPACT ON GROWTH AND CHARACTER OF COMMUNITY OR NEIGHBORHOOD (cont.) Other impacts (if any): Need more information about utility capacity and any needed upgrades. Need information about potential impact to City streets and sidewalks during construction. Need information about parking garage capacity. Yes No 19. Is there public controversy concerning the proposed action? Yes No Unknown If any action in Part 2 is identified as a potential large impact, or if you cannot determine the magnitude of impact, proceed to Part 3 66

67 ADOPTED RESOLUTION Declaration of Lead Agency City of Ithaca Planning & Development Board City Centre Mixed-Use (Housing & Retail) 301 E. State/M.L.K., Jr. Street October 25, 2016 WHEREAS: 6 NYCRR, Part 617, of the State Environmental Quality Review Law and Chapter of the City Code, Environmental Quality Review require a Lead Agency be established for conducting Environmental Review of projects in accordance with local and state environmental law, and WHEREAS: State Law specifies that, for actions governed by local Environmental Review, the Lead Agency shall be that local agency which has primary responsibility for approving and funding or carrying out the action, and WHEREAS: the City of Ithaca Planning and Development Board has one pending application for Site Plan Approval for an eight-story mixed-use building by Jeffrey Smetana for Newman Development Group, LLC, and WHEREAS: the applicant proposes to redevelop the acre site with an 8-story, 106 -tall, 187,536-GSF mixed-use building, with approximately 10,800 SF of new ground-floor retail space and 10,700 SF of building amenity and support space on the ground level. Upper floors will have a mixture of unit types (studio, 1-, and 2-BR) for a total of 193 units. The ground level also includes a loading/delivery/trash area with vehicular access provided from N. Aurora Street to a circular drop-off area. The main vehicular access to the site is off E. Green Street to a below-grade parking deck with 72 parking spaces and bicycle storage. The project is in the CBD-120 Zoning District, and requires DESIGN REVIEW and a Zoning Variance for rear yard setback, and WHEREAS: this is a Type I Action under the City of Ithaca Environmental Quality Review Ordinance ( CEQRO ), B. (1) (h)[4], (k) and (n), and the State Environmental Quality Review Act ( SEQRA ), (6.)(iv) and (11), and is subject to Environmental Review, and WHEREAS: it has been requested the NYSDOT, the Tompkins County Industrial Development Agency (IDA), and the Tompkins County Department of Health (TCDOH), all potentially involved agencies, consent to the City of Ithaca Planning and Development Board s being Lead Agency for this project, and WHEREAS: NYSDOT and TCDOH provided written consent and the IDA did, by not responding to the request within 30 days, consent to the City of Ithaca Planning and Development Board s being Lead Agency for this project, now, therefore, be it RESOLVED: that the City of Ithaca Planning and Development Board does hereby declare itself Lead Agency for the Environmental Review of the proposed project. Moved by: Seconded by: In Favor: Against: Abstain: Absent: Vacancies: Schroeder Darling Blalock, Darling, Elliott, Johnston, Jones-Rounds, Lewis, Schroeder None None None None 67

68 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. 68

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79 Travis Entity Chart (Rev August 2012) Property Ownership Compliance Status Property Name Entity Name Tax Parcel # Bldg. Dept. Status Fire Dept. Status 140 Seneca Way Inpected on 1/20- Minor violations have all been corrected as of /31 Finance Dept. Status All Taxes and Fees are current 301 East State Street J:\PROJECTS\CIITAP (Community Investment Incentive Tax Abatement Program)\Project Applications\2016\City Centre\property ownership data.xlsx 79

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81 301 E. State/M.L.K., Jr. Street Project PUBLIC INFORMATION SESSION Meeting Minutes Monday, December 19, :00 p.m. Common Council Chambers, Third Floor, City Hall, 108 E. Green St. This meeting was advertised in the Ithaca Journal on 12/10/16 and again on 12/19/16. It was also posted online on the Ithaca Journal website. Below is a copy of the media release that was distributed. MEDIA RELEASE City of Ithaca Community Investment Incentive Tax Abatement Program Public Information Session: Proposed Renovation City Centre Project 301 East State Street Day: December 19, 2016 Time: Place: 5:00 PM Common Council Chambers, City Hall 108 E. Green St., Ithaca On December 19, 2016, the City of Ithaca will hold a Public Information Session for a proposed mixed-use project, located at 301 East State Street. The Public Information Session will begin at 5:00 PM, in Common Council Chambers on the third floor of City Hall, 108 E. Green Street, Ithaca. In accordance with the City of Ithaca Community Investment Incentive Tax Abatement Program (CIITAP), the developer and project team will present information about the project and answer questions from the public. 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 groundfloor 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. This proposal is consistent with the City s goals of future sustainable growth and 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. The triangular orientation and existing circulation patterns surrounding the site make the proposed building visible from all sides. The Applicant intends to market the apartments to professionals, empty nesters, and graduate students. The proposed building does not meet the required rear setback and will require an area variance from the Board of Zoning Appeals. 81

82 For questions regarding this project, or to see the completed CIITAP application, please contact Jennifer Kusznir at or Department of Planning, Building, Zoning, & Economic Development 108 E. Green St., Third Floor, City of Ithaca (City Hall) Ithaca, New York Office Hours: 8:30 a.m. - 4:30 p.m., M-F Introductions JoAnn Cornish, Director of Planning and Development Jennifer Kusznir, Senior Planner Project Team: Scott Whitham, Whitham Planning and Design Yamila Fournier, Whitham Planning and Design Peter Jenkins, Whitham Planning and Design Project Approvals to Date Cornish briefly summarized the project approval schedule:! June 21, 2016 Site Plan Review Application Submitted! October 25, 2016 City of Ithaca Planning and Development Board declared itself as Lead Agency for the Environmental review for the project.! Oct. Dec Environmental Review Process! November 8, 2016 Design Review Committee meeting! November 22, 2016 Planning Board held a Public Hearing for the project! December 20, 2016 Planning Board is scheduled to review the Full Environmental Assessment Form and issue a declaration of environmental significance.! February 7, The Board of Zoning Appeals is scheduled to hear the project sponsor s request for an area variance! February 28, 2017 The Planning Board is scheduled to consider preliminary and final Site Plan Approval for the project. 2 82

83 Overview of Community Investment Incentive Tax Abatement Program (CIITAP) Kusznir briefly summarized the City s CIITAP process and the minimum size, density, location criteria, and municipal compliance. Minimum eligibility criteria are as follows: Minimum Size Projects must be able to demonstrate that they will increase the assessed value of the property by at least $500,000 Minimum Density Projects must be at least three stories in height or be a major restoration of an existing structure. Municipal Compliance Requirement- Project applicant cannot own or partially own any properties in the City that have any outstanding fees, violations or unpaid taxes. Local Labor Requirement--Applicant must commit to hire locally whenever possible. The City defines local as anyone residing in Tompkins or any of the 6 contiguous counties. In addition, if granted abatement, the applicant will be required to have the general contractor show proof of having solicited bids from local sub-contractors in all of the major trades required for the construction project. Once the project begins they will also be required to submit monthly reports of all workers on site with a summary of how many reside locally. Location Requirement - Project must be located in the City of Ithaca Density District shown below or be a redevelopment of a Brownfield site that is registered as a DEC inactive hazardous waste site. 3 83

84 Overview of Tompkins County Industrial Development Agency (TCIDA) Kusznir summarized the role of the IDA and the full application process. After a project receives City endorsement, the IDA has a preliminary meeting to review the application and schedules a public hearing. After the public hearing is held, the IDA has a subsequent meeting to review the comments received and consider the project for abatement. Project Presentation The project team presented a summary of the project. This project is located at 301 East State Street. This proposed project is a mixed-use 8-story building. Programming for the building consists of 193 residential units. They expect the mix of apartments to be 63 studio units, 73 1-bedroom units, and 57 2-bedroom units. The number of the various types of apartments may shift slightly as the project develops further. The project also includes +/-10,600 sf of groundfloor retail with an additional +/-8,700 sf of amenity space for residents and building support and +/-2,000 sf of utilities and 68 below-grade parking spaces, as well as 48+ secure bicycle parking. Questions & Answers Applicable questions from attendees and developer responses are summarized below, but are not recorded verbatim. Public Comment: Can any of the apartments be made into affordable units? Developer Response: Whitham explained that while this is not an affordable project, the units are priced lower than some of the existing apartment projects in the downtown area. Public Comment: Will the applicant be seeking LEED certification? Developer Response: Whitham explained that while the project will be built with many LEED standards in mind, it will not be LEED certified. Fournier summarized some of the more sustainable aspects of the project. The heat in the building will be provided with heat pumps The skins of the building will have high rated insulation panels made of recycled materials All of the lighting will be with LED fixtures All of the shared spaces will have occupant sensors to reduce unnecessary energy usage All water features will be low flow with dual flush toilets The project will not increase the total impervious surface of the site The applicant plans to have a green roof over the garage in order to filter the water on the roof The pavers will be set in sand that is installed over a grate in order to allow trees to have a larger volumes of soil. 4 84

85 We are working to meet permeability goals. We may need to do do this with a combination of permeable surface and sub-grade water detention. Public Comment: Will the developer consider building to the 2030 standards and would they be willing to meet to discuss the standards? Developer Response: Whitham responded that the developer is willing to consider meeting any standards that make economic sense to the project. They would be happy to meet to discuss the 2030 standards. Public Comment: Will the developer include any solar panels? Developer Response: Whitham responded that it is difficult to generate enough energy from solar panels on such a small site. The developer would be happy to share the sustainability matrix that they prepared. 5 85

86 RESOLUTION CAYUGA OPERATING COMPANY LLC A regular meeting of the Tompkins County Industrial Development Agency was convened on April 13, 2017, at 4:00 p.m. The following resolution was duly offered and seconded, to wit: RESOLUTION AUTHORIZING AMENDMENTS TO THE PAYMENT IN LIEU OF TAX AGREEMENT BETWEEN THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY AND CAYUGA OPERATING COMPANY LLC WHEREAS, the TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY (hereinafter called the Agency ) entered into a Third Amended and Restated Payment in Lieu of Tax Agreement dated as of July 17, 2015 (hereinafter 2015 PILOT Agreement ) with CAYUGA OPERATING COMPANY LLC (hereinafter the Company ) as the successor in interest to AES EASTERN ENERGY, L.P.; and WHEREAS, the Company and the Agency seek to further amend the 2015 PILOT Agreement pursuant to the provisions of paragraphs 5.2 and 5.3 of the Rider to the 2015 PILOT Agreement; and WHEREAS, a PILOT negotiating committee comprised of representatives from the affected taxing jurisdictions met on the following dates to develop the amended PILOT schedule: August 31, September 21, October 11, November 10, and December 5 and 12, 2016 and January 23 and February 8, 2017; NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS: Section 1. The Agency hereby approves the following amendment of the terms of the 2015 PILOT Agreement, which will be set forth in the Fourth Amended and Restated Payment In Lieu of Tax Agreement (hereinafter referred to as the 2017 PILOT Agreement ): a. The taxable value of the Facility for tax year 2017 is hereby set at $35,000,000; for 2018, at $25,000,000; and for 2019, at $20,000,000. In addition to the PILOT payments due based on a taxable value of the Facility (as defined in the 2017 PILOT Agreement), the Company will pay additional PILOT payments in the event that the Net Operating Income ( NOI ) of the Facility exceeds $8,000,000 in 2017, $5,750,000 in 2018, or $4,600,000 in In this event, there will be an additional PILOT payment due to the taxing jurisdictions. b. The additional PILOT payment will be calculated using the following formula: one half of the Company s NOI in excess of the NOI threshold for the pertinent year as set forth above will be divided by a capitalization rate of 23.06% to determine the Imputed Value. The Imputed Value will be multiplied by 74% to determine the Imputed Taxable Value. The Imputed Taxable Value will be multiplied by the combined tax rate of the taxing jurisdictions to determine the amount of the additional PILOT payment, which will be distributed proportionally to the taxing jurisdictions. The additional PILOT payment (if any) will take effect with the school taxes and the 2018 Town and County taxes, based on the Imputed Taxable Value of the Facility for IDA\ COC PILOT Amend 2017.res - Page 1-86

87 c. An extraordinary circumstance necessitating a review and/or modification of the Facility s taxable values shall include, but not be limited to, a notice by the Company effective no sooner than the 2018 Assessment Roll stating that the Company s management has decided to shut down operations of the Facility for a period of time of at least sixty (60) consecutive days with no reasonable expectation of re-opening. The final form of the Fourth Amended and Restated Payment In Lieu of Tax Agreement shall be approved by the Administrative Director and legal counsel for the Agency and the Tompkins County Director of Assessment. Section 2. The Administrative Director of the Agency is hereby authorized to execute the Fourth Amended and Restated Payment-In-Lieu-Of-Tax Agreement in final form and all other documents necessary to give effect to this resolution. Section 4. 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 Nay 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: April, 2017 Svante L. Myrick - Page 2-87

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89 Tompkins County Industrial Development Agency Administration provided by TCAD Mecklenburg Solar, LLC Community Benefits Overview 4/13/17 Project Overview Mecklenburg Solar, LLC, is proposing a 1.8 megawatt (MW) community solar array in the Town of Enfield. Mecklenburg Solar is a subsidiary of Renovus Energy, a local company that has been designing and installing solar arrays in the region since The Project will generate clean, renewable energy for subscribers in NYSEG load zone C at a rate 10% below current electricity prices. The project is located on 13 acres of vacant land that is currently contributing approximately $1,200 a year in property taxes. The applicant is seeking a PILOT agreement consistent with the proposed IDA solar policy equal to $8,000 per megawatt with a 2% annual increase. Also consistent with the proposed policy, the applicant is requesting a fee equal to 1/2% of project costs. The applicant is NOT requesting a sales tax or mortgage recording tax incentive. The Town of Enfield Planning Board submitted a letter endorsing the IDA delivering a PILOT for this project. The SEQR has been completed for this project. Cost-Benefit Analysis Extent to which project would create and/or retain private sector jobs - The Project will not create any on-site jobs. Renovus, an established local firm, will provide ongoing maintenance. Estimated value of tax exemption - The project is financially unfeasible if a reduction in property taxes is not granted. At full estimated valuation, the Project would pay approximately $47,000 per year in property taxes. The proposed PILOT of $14,400 per year ($8,000 per 1.8 MW) with a 2% escalator will enable the Project to move forward. Estimate of private sector investment to be generated by the project - $3,450,000 Likelihood of completing project in a timely manner The project has municipal approvals and a building permit. The IDA incentive structure will enable construction to begin in May. Extent to which project would generate additional sources of revenue for local taxing jurisdictions The project will generate $350,000 in new property tax revenue over 20 years. Other benefits that might result from the project The project will reduce carbon emissions by providing renewable energy generation to power approximately homes. The project supports NYS renewable energy goals and the County s carbon emission reduction goals. 401 East MLK Jr. Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

90 Tompkins)County)Industrial)Development)Agency)/)) Tompkins)County)Development)Corporation) Application*for*Incentives* * Date: I.***APPLICANT*INFORMATION*(company*receiving*benefit)* NameofCompany/Applicant: Owner: Address: City: State: Zip: PrimaryContact(First,Last): Phone: ( ) C Fax: ( ) C If*a*separate*company*will*hold*title*to/own*the*property,*please*provide*the*name*and*contact* information*for*that*entity: Nameof(Holding)Company: Owner: Address: City: State: Zip: PrimaryContact(First,Last): Phone: ( ) C Fax: ( ) C Describethetermsandconditionsoftheleasebetweentheapplicantandtheowneroftheproperty: Select*the*type*of*incentives*being*requested*(select*all*that*apply):* TaxCExemptBonds TaxableBonds RealPropertyTaxExemption StandardTaxExemption(7Cyear) Other(attachjustification) CIITAP: 7Cyear CIITAP: 10Cyear(requiresdeterminationoffinancialneed seeciitapfordetails) SalesTaxExemption MortgageRecordingTaxExemption TCIDA/TCDC'Application' 1 90

91 Applicant*Attorney:** Address: City: State: Zip: PrimaryContact(ifdifferentfromabove:): Phone: ( ) C Fax: ( ) C Applicant*Accountant:** Address: City: State: Zip: PrimaryContact(ifdifferentfromabove:): Phone: ( ) C Fax: ( ) C Applicant*Engineer/Architect*(if*known):** Address: City: State: Zip: PrimaryContact(ifdifferentfromabove:): Phone: ( ) C Fax: ( ) C Applicant*Contractor*(if*known):** Address: City: State: Zip: PrimaryContact(ifdifferentfromabove:): Phone: ( ) C Fax: ( ) C II.**BUSINESS*HISTORY* Yearcompanywasfounded: NAICSCode: Typeofownership(i.e.CCCorp,LLC): Describeindetailcompanybackground,products,customers,goodsandservices: MajorCustomers: TCIDA/TCDC'Application' 2 91

92 MajorSuppliers: Hasyourbusinesseveryreceivedincentivestiedtojobcreation? Yes No Ifyes,pleasedescribe: Werethegoalsmet? Yes No Ifno,whywerethegoalsnotmet? AnnualsalestocustomersinTompkinsCounty:$ Percentofannualsalessubjecttolocalsalestax: % Valueofannualsupplies,rawmaterialsandvendorservicesarethatpurchasedfromfirmsinTompkins County:$ III.**PROJECT*DESCRIPTION*AND*DETAILS* ProjectLocation(alladdressesandtaxparcels): PropertySize(acres): existing: proposed: BuildingSize(squarefeet): existing: proposed: * ProposedDates: start: end: PleaseprovideanarrativeoftheProjectandthepurposeoftheProject(newbuild,renovations,and/or equipmentpurchases,etc.).identifyspecificusesoccurringwithintheproject.describeanyandall tenantsandendusers: TCIDA/TCDC'Application' 3 92

93 IstherealikelihoodthattheProjectwouldnotbeundertakenbutforthefinancialassistanceprovidedby theagency? Yes No Ifyes,describethereasonswhytheAgency sfinancialassistanceisnecessaryandtheeffecttheproject willhaveontheapplicant sbusinessoroperations.focusoncompetitivenessissues,projectshortfalls, etc.: Ifno,provideanarrativeindicatingwhytheProjectshouldbeundertakenbytheAgency: IftheApplicantisunabletoobtainfinancialassistancefortheProjectwhatwillbetheimpactonthe County/City/Town/Village? Describewhatgreenbuildingpracticesyouplantouse: Willthisprojectresultinaregularincreaseinovernightvisitorstoyourfacility(e.g.fortraining programs)? Yes No Ifyes,numberofvisitorsperyear: Averagedurationofstays(days): Occupancy SelectProjecttypeforallendusersatProjectsite(selectallthatapply):' Industrial Service*,'** Acquisition'of'existing'facility Back'office Housing Mixed'use MultiBtenant Facility'for'aging Commercial Civic'facility'(not'for'profit) Retail*,'** Other *'For'Purposes'of'this'question,'the'term' retail'sales 'means'(1)'sales'by'a'registered'vendor'under'article' 28'of'the'Tax'Law'of'New'York'(the' Tax'Law )'primarily'engaged'in'the'retail'sale'of'tangible'personal' property'(as'defined'in'section'1101(b)(4)(i)'of'the'tax'law,'or'(2)'sales'of'a'service'to'customers'who' personally'visit'the'project'location.'' ' **''If'Applicant'checked' retail 'or' service, 'complete'the'retail'questionnaire'contained'in'section'x. TCIDA/TCDC'Application' 4 93

94 Listthename(s),natureofbusinessofproposedtenant(s),andpercentageoftotalsquarefootagetobe usedforeachtenant(additionalsheetsmaybeattached,ifnecessary): Business) Nature)of)Business) %)of)total)square)footage) IV.**PROJECT*COSTS*AND*FINANCING* Project*Costs* Amount($) Landand/orBuildingAcquisition: acres squarefeet $ NewBuildingConstruction: squarefeet $ BuildingAddition(s): squarefeet $ InfrastructureWork: $ Reconstruction/Renovation: squarefeet $ ManufacturingEquipment: $ NonCManufacturingEquipment(furniture,fixtures,etc.): $ SoftCosts(professionalservices,etc.): $ Other(Specify): $ TOTAL: $ Haveanyoftheabovecostsbeenpaidorincurredasofthedateofthisapplication? Yes No Ifyes,describeparticulars: Sources*of*Funds*for*Project*Costs* BankFinancing $ Equity $ TaxExemptBondIssuance(ifapplicable) $ TaxableBondIssuance(ifapplicable) $ PublicSources(Includesumtotalofallstateandfederalgrantsandtaxcredits) $ IdentifyeachStateandfederalgrant/credit: $ $ $ TotalsourcesoffundsforProjectcosts: $ TCIDA/TCDC'Application' 5 94

95 Projectrefinancingofexistingdebtonly(estimated): $ Amountofanticipatedfinancingfromalendinginstitution: $ ' Note:''The'applicant'must'inform'the'TCIDA/TCDC'at'the'time'of'issuance'of'commitment'letter'if'the' financing'will'exceed'the'amount'stated'here. V.**VALUE*OF*INCENTIVES** Property*Tax*Exemption:**(Agency'staff'will'fill'out'property'tax'exemption'information'based'on' information'submitted'by'the'applicant). Assumptions:***$ Valueofincreaseinassessment 4%Annualincreaseinassessmentandtaxrate New*taxes*paid:* $ Taxes*Abated:* $ Year* County* School* City/Town* Village* Total* County* School* City/Town* Village* Total* Totals ' IftheapplicantisrequestingincentivesthataregreaterthantheAgency sstandardtaxexemption(7 years),pleaseprovideadescriptionoftheincentiveandajustification: ' Sales*and*Use*Tax*Benefit: GrossamountofcostsforgoodsandservicesthataresubjecttoStateandlocalsales andusetax saidamounttobenefitfromtheagency ssalesandusetaxexemption benefit: EstimatedStateandlocalsalesandusetaxbenefit(productofsalesandusetax $ $ amountasindicatedabovemultipliedby8%) Note:''The'estimate'provided'above'will'be'provided'to'the'New'York'State'Department'of'Taxation'and' Finance'and'represents'the'maximum'amount'of'sales'and'use'tax'benefit'that'the'Agency'may'authorize'with' respect'to'the'application.'' TCIDA/TCDC'Application' 6 95

96 ' Mortgage*Recording*Tax*Benefit: MortgageAmount(includeconstruction/permanent/bridgefinancing/refinancing): $ Estimatedmortgagerecordingtaxexemptionbenefit (productofmortgageamountasindicatedabovemultipliedby.0025%): Complete*for*bond*applicants*only:*(Projected'25'year'borrowing'term)' * * Without*Bonds* With*Bonds* FirstYearDebtService $ $ TotalDebtService $ $ Percentage*of*Project*costs*financed*from*public*sector:** A. TotalProjectCost $ B. EstimatedValueofPILOT $ C. EstimatedValueofSalesTaxIncentive $ D. EstimatedValueofMortgageTaxIncentive $ E. TotalOtherPublicIncentives $ (taxcredits,grants,esdincentives,etc.) CalculationofpercentageofProjectcostsfinancedfrompublicsector: % (TotalB+C+D+Eabove/TotalProjectCost) VI.**EMPLOYMENT*INFORMATION** Note:'Annual'employment'reporting'will'be'required'during'the'course'of'the'abatement.'' Describethebenefitsyouoffertoyouremployees: $ Describetheinternaltrainingandadvancementopportunitiesyouoffertoyouremployees: TCIDA/TCDC'Application' 7 96

97 Employment*Plan* Occupation*in* Company* Current*(Retained)*Permanent** Full*Time*Jobs* Average*Annual** Number*of* Salary*Ranges/* Employees* Hourly*Wage* Projected*New*Permanent*FullXTime*Jobs* * Year*1* * Year*2* * Year*3* Total*New* Jobs* Professional* * Clerical* Sales* Services* * Construction* * Manufacturing* ***High*Skilled* ***Medium* ***Skilled* ***Basic*Skilled* * Other* (describe)* Total* Whatpercentageofyourcurrentpositionsareoccupiedbywomen? % Whatpercentageofyourcurrentpositionsareoccupiedbyminorities? % Estimatedpercentageofnewhireswhowouldbeunemployedattimeofhire: % EstimatethenumberofresidentsofthelabormarketareainwhichtheProjectislocatedthatwillfillthe projectednewjobstobecreated.(the'agency'defines'the'labor'market'area'as'tompkins'county'and'the' contiguous'counties;'cayuga,'seneca,'schuyler,'chemung,'tioga,'and'cortland'counties)' Areyouwillingtopayalivablewage,asdefinedbytheAlternativesFederalCreditunion(AFCU)ofIthaca, NY( theabatements? Yes No Ifno,estimatethepercentageofthecurrentworkforcewhosewagesmeetorexceedthelivablewage,as definedbyafcu. % TCIDA/TCDC'Application' 8 97

98 Pleasedescribeyourstrategyforensuringdiversityinhiring: VII.**CONSTRUCTION*LABOR* Note:'Applicants'will'be'required'to'comply'with'the'Agency s'local'labor'utilization'policy.' Will*you*use*contractors*who:* Haveacertifiedapprenticeshipprogram Yes % No Payaprevailingwage Yes % No Uselocallabor Yes % No VIII.**ENVIRONMENTAL*REVIEW*AND*PERMITTING* Environmental'Assessment'Form' ' 'Short'Form'''''' 'Long'Form'' Submittedto: AgencyName: AgencyAddress: City: State: Zip: Dateofsubmission: ' Statusofsubmission: ' The'Applicant'must'comply'with'the'State'Environmental'Quality'Review'Act'(SEQRA)'before'the'Agency' can'vote'on'proposed'financial'incentives.'it'is'the'applicant s'responsibility'to'provide'a'copy'of'the'seqra' determination'by'another'entity.'' Permits:**Describeotherpermitsrequiredandstatusofapprovalprocess. * ) Permit) Status* TCIDA/TCDC'Application' 9 98

99 IX.**OTHER** DoyouhaveanythingelseyouwouldliketotelltheTCIDAregardingthisproject? X.**RETAIL*QUESTIONNAIRE*(Fill*out*if**end*users*are* retail *or* service **as*identified*in*section*iii)* ToensurecompliancewithSection862oftheNewYorkGeneralMunicipalLaw,theAgencyrequires additionalinformationiftheproposedprojectisonewherecustomerspersonallyvisittheprojectsiteto undertakeeitheraretailsaletransactionortopurchaseservices. A. WillanyportionoftheProject(includingthatportionofthecosttobefinanced fromequityorothersources)consistoffacilitiesorpropertythatareorwillbe primarilyusedinmakingsalesofgoodsorservicestocustomerswho personallyvisittheprojectsite? Yes No Ifyes,pleasecontinue.Ifno,donotcompletetheremainderoftheretailquestionnaireandproceedto thenextsectionoftheapplication. For'Purposes'of'this'question,'the'term' retail'sales 'means'(1)'sales'by'a'registered'vendor'under'article' 28'of'the'Tax'Law'of'New'York'(the' Tax'Law )'primarily'engaged'in'the'retail'sale'of'tangible'personal' property'(as'defined'in'section'1101(b)(4)(i)'of'the'tax'law,'or'(2)'sales'of'a'service'to'customers'who' personally'visit'the'project'location.'' B. WhatpercentageofthecostoftheProjectwillbeexpendedonsuchfacilitiesor propertyprimarilyusedinmakingsalesofgoodsorservicestocustomerswho personallyvisittheproject? Iftheanswerislessthan33.33%donotcompletetheremainderoftheretaildeterminationand proceedtothenextsectionoftheapplication. IftheanswertoQuestionAisYesANDtheanswertoQuestionBisgreaterthan33.33%,indicate whichofthefollowingquestionsbelowapplytotheproject: 1. WilltheProjectbeoperatedbyanotCforCprofitcorporation? Yes No 2. IstheProjectlocationorfacilitylikelytoattractasignificantnumberofvisitors fromoutsidetompkinscounty? Yes No Ifyes,pleaseprovideathirdpartymarketanalysisorotherdocumentationsupportingyourresponse. 3. WilltheProjectmakeavailablegoodsorserviceswhicharenotcurrently reasonablyaccessibletotheresidentsofthemunicipalitywithinwhichthe Yes No proposedprojectwouldbelocated? Ifyes,pleaseprovideathirdpartymarketanalysisorotherdocumentationsupportingyourresponse. 4. WilltheProjectpreservepermanent,privatesectorjobsorincreasetheoverall numberofpermanent,privatesectorjobsinthestateofnewyork? Yes No Ifyes,explain: TCIDA/TCDC'Application' %

100 XI.***INTERXMUNICIPAL*MOVE*DETERMINATION* TheAgencyisrequiredbyStatelawtomakeadeterminationthat,ifcompletionofaProjectbenefitingfrom theagencyfinancialassistanceresultsintheremovalofanindustrialormanufacturingplantoftheproject occupantfromoneareaofthestatetoanotherareaofthestateorintheabandonmentofoneormore plantsorfacilitiesoftheprojectoccupantlocatedwithinthestate,agencyfinancialassistanceisrequired topreventtheprojectoccupantfromrelocatingoutofthestate,orisreasonablynecessarytopreservethe Projectoccupant scompetitivepositioninitsrespectiveindustry. WilltheProjectresultintheremovalofanindustrialormanufacturingplantofthe ProjectoccupantfromoneareaofthestatetoanotherareaoftheState? Yes No WilltheProjectresultintheabandonmentofoneormoreplantsorfacilitiesofthe ProjectoccupantlocatedwithintheState?)) Yes No Ifyestoeitherquestionexplainhownotwithstandingtheaforementionedclosingoractivityreductionthe Agency sfinancialassistanceisrequiredtopreventtheprojectfromrelocatingoutofthestateoris reasonablynecessarytopreservetheprojectoccupant scompetitivepositioninitsrespectiveindustry: ) DoestheProjectinvolverelocationorconsolidationofaProjectoccupantfromanothermunicipality: WithinNewYorkState:) Yes No WithinCounty/City/Town/Village: Yes No Ifyestoeitherquestionabove,pleaseexplain: * * * TCIDA/TCDC'Application'

101 REPRESENTATIONS,*CERTIFICATIONS*AND*INDEMNIFICATION* (nameofceoorotherauthorizedrepresentativeofapplicant) confirmsandsaysthathe/sheisthe (title)of (nameofcorporationorotherentity)namedin theattachedapplication(the Applicant ),thathe/shehasreadtheforegoingapplicationandknowsthe contents thereof, and hereby represents, understands, and otherwise agrees with the Agency and as follows: A. Job Listings. In accordance with Section 858Cb(2) of the New York General Municipal Law, the applicantunderstandsandagreesthat,iftheproposedprojectreceivesanyfinancialassistancefrom the Agency, except as otherwise provided by collective bargaining agreements, new employment opportunities created as a result of the proposed Project must be listed with the New York State Department of Labor Community Services Division (the DOL) and with the administrative entity (collectivelywiththedol,thejtpaentitle)oftheservicedeliveryareacreatedbythefederaljob TrainingPartnershipAct(PublicLaw97C300)(JTPA)inwhichtheproposedProjectislocated. B. First Consideration for Employment. In accordance with Section 858Cb(2) of the General Municipal Law, the applicant understands and agrees that, if the proposed Project receives any Financial AssistancefromtheAgency,exceptasotherwiseprovidedbycollectivebargainingagreements,where practicable,theapplicantmustfirstconsiderpersonseligibletoparticipateinjtpaprogramswhoshall bereferredbythejtpaentitiesfornewemploymentopportunitiescreatedasaresultoftheproposed Project. C. EmploymentReports.TheApplicantunderstandsandagreesthat,iftheproposedProjectreceivesany FinancialAssistancefromtheAgency,theApplicantagreestofile,orcausetobefiled,withtheAgency, at least annually or as otherwise required by the Agency, reports regarding the number of people employedattheprojectsite,salarylevels,contractorutilization,localconstructionlaborutilizationand suchotherinformation(collectively, EmploymentReports )thatmayberequiredfromtimetotimeon suchappropriateformsasdesignatedbytheagency.failuretoprovideemploymentreportswithin30 daysofanagencyrequestshallbeaneventofdefaultunderthepilotagreementbetweentheagency andapplicantand,ifapplicable,aneventofdefaultundertheprojectagreementbetweentheagency andapplicant. D. Labor Utilization Reporting. The Applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, the Applicant agrees to comply with the Labor UtilizationPolicy,whichrequiresprovidingdocumentationthatconstructionbidsweresolicitedfrom localfirmsandmonthlyconstructionlaborreportingasoutlinedinthepolicy. E. Hold Harmless Provision. The Applicant acknowledges and agrees that the Applicant shall be and is responsibleforallcostsoftheagencyincurredinconnectionwithanyactionsrequiredtobetakenby theagencyinfurtheranceoftheapplicationincludingtheagency scostsofgeneralcounseland/orthe Agency sbond/transactioncounselwhetherornottheapplication,theproposedprojectitdescribes, theattendantnegotiations,ortheissueofbondsorothertransactionoragreementareultimatelyever carried to successful conclusion and agrees that the Agency shall not be liable for and agrees to indemnify,defend,andholdtheagencyharmlessfromandagainstanyandallliabilityarisingfromor expenseincurredby:(i)theagency'sexaminationandprocessingof,andactionpursuanttoorupon, theattachedapplication,regardlessofwhetherornottheapplicationortheprojectdescribedtherein orthetaxexemptionsandotherassistancerequestedthereinarefavorablyacteduponbytheagency, (ii)theagency'sacquisition,constructionand/orinstallationoftheprojectdescribedthereinand(iii) any further action taken by the Agency with respect to the Project; including without limiting the generalityoftheforegoing,allcausesofactionandattorneys'feesandanyotherexpensesincurredin defendinganysuitsoractionswhichmayariseasaresultofanyoftheforegoing. TCIDA/TCDC'Application'

102 F. SalesTax.InaccordancewithSection874(8)oftheGeneralMunicipalLaw,theApplicantunderstands and agrees that, if the proposed Project receives any sales tax exemptions as part of the Financial Assistance from the Agency, in accordance with Section 874(8) of the General Municipal Law, the applicant agrees to file, or cause to be filed, with the New York State Department of Taxation and Finance,theannualformprescribedbytheDepartmentofTaxationandFinance,describingthevalueof allsalestaxexemptionsclaimedbytheapplicantandallconsultantsorsubcontractorsretainedbythe applicant.copiesofallfilingsshallbeprovidedtotheagency. Applicantherebyunderstandsandagrees,inaccordancewithSection875(3)oftheNewYorkGeneral Municipal Law and the policies of the Agency that any New York State and local sales and use tax exemptionclaimedbytheapplicantandapprovedbytheagencyinconnectionwiththeproject,may besubjecttorecaptureand/orterminationbytheagencyundersuchtermsandconditionsaswillbe establishedbytheagencyandsetforthintransactiondocumentstobeenteredintobyandbetween theagencyandtheapplicant. G. Fees. By executing and submitting this Application, the applicant covenants and agrees to pay the followingfees: (i) AnAdministrativeFeeinaccordancewiththeAdministrativeFeePolicyeffectiveasofthedateof this application, to be paid at transaction closing (unless otherwise outlined in the Project Agreementorauthorizingresolution).Thisfeewillbeequalto1%ofthetotalvalueofexpensesthat arepositivelyimpactedbytheagencyincentives.theagencymayreducetheadministrativefees from 1% to.50% of project costs if the total project cost is less than $1 million. For total project costsgreaterthan$1millionbutlessthan$2million,thefeesmaybereducedfrom1%to.75%of projectcosts; (ii) Allfees,costsandexpensesincurredbytheAgencyfor(1)legalservices,includingbutnotlimitedto those provided by the Agency s general counsel or bond/transaction counsel, and (2) other consultantsretainedbytheagencyinconnectionwiththeproposedproject;withallsuchcharges tobepaidbytheapplicantattheclosingor,iftheclosingdoesnotoccur,withinten(10)business daysofreceiptoftheagency sinvoicesthereforepleasenotethattheapplicantisentitledtoreceive awrittenestimateoffeesandcostsoftheagency sbond/transactioncounsel; (iii) ThecostincurredbytheAgencyandpaidbytheApplicant,includingbond/transactioncounseland the Agency s general counsel s fees and the processing fees, may be considered as a cost of the Project and included in the financing of costs of the proposed Project, except as limited by the applicableprovisionsoftheinternalrevenuecodewithrespecttotaxcexemptbondfinancing. IftheApplicantfailstoconcludeorconsummatenecessarynegotiations,orfails,withinareasonableor specified period of time, to take reasonable, proper or requested action, or withdraws, abandons, cancelsorneglectstheapplication,oriftheapplicantisunabletofindbuyerswillingtopurchasethe bondissuerequested,oriftheapplicantisunabletofacilitatethesale/leasebackorlease/leaseback transaction,then,uponpresentationofaninvoice,theapplicantshallpaytotheagency,itsagentsor assigns,allcostsincurredbytheagencyintheprocessingoftheapplication,includingattorneys'fees, ifany. H. FOIL. The Applicant acknowledges that the Agency is subject to New York State s Freedom of InformationLaw(FOIL).ApplicantunderstandsthatallProjectinformationandrecordsrelatedtothis applicationarepotentiallysubjecttodisclosureunderfoilsubjecttolimitedstatutoryexclusions. I. Financial Review.The Applicant acknowledges that the Agency shall undertake an assessment of all materialinformationincludedinconnectionwiththeapplicationforfinancialassistanceasnecessaryto affordareasonablebasisforthedecisionbytheagencytoprovidefinancialassistancefortheproject, including, but not limited to qualification of the proposed project under the GML(including any retail analysis, as applicable), conducting a full application review, review of applicant financial history and projectprocformas,andconsiderationofalllocaldevelopmentpriorities. TCIDA/TCDC'Application'

103 J. TheApplicantrepresentsandwarrantsthattheinformationcontainedinthisApplication,tothebestof theapplicant sknowledge,istrue,accurateandcomplete. K. The Applicant confirms and acknowledges that the owner, occupant, or operator receiving Financial AssistancefortheproposedProjectisinsubstantialcompliancewithapplicablelocal,Stateandfederal tax,workerprotectionandenvironmentallaws,rulesandregulations. L. TheApplicantconfirmsandherebyacknowledgesthatasofthedateofthisApplication,theApplicantis in substantial compliance with all provisions of Article 18CA of the New York General Municipal Law, including, but not limited to, the provisions of Section 859Ca(5) and Section 862(1) of the New York GeneralMunicipalLaw. M. The Applicant confirms and acknowledges that the submission of any knowingly false of knowingly misleading information may lead to the immediate termination of any Financial Assistance and the reimbursementofanamountequaltoallorpartofanytaxexemptionclaimedbyreasonoftheagency s involvementintheproject. N. TheApplicantandtheindividualexecutingthisapplicationonbehalfofApplicantacknowledgethatthe Agency and its counsel will rely on the representations and covenants made in this application when acting hereon and hereby represents that the statements made herein do not contain any untrue statementofamaterialfactanddonotomittostateamaterialfactnecessarytomakethestatements containedhereinnotmisleading. Name: Title: Company: Date: STATEOFNEWYORK ) )SS.: COUNTYOFTOMPKINS ) On the day of in the year 20, before me, the undersigned, personally appeared,personallyknowntomeorprovedtomeonthebasisofsatisfactoryevidencetobe theindividual(s)whosename(s)is(are)subscribedtothewithininstrumentandacknowledgedtomethat he/she/theyexecutedthesameinhis/her/theircapacity(ies),andthatbyhis/her/theirsignaturesonthe instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. * * NotaryPublic TCIDA/TCDC'Application'

104 NEW*YORK*STATE*FINANCIAL*REPORTING* REQUIREMENTS*FOR*INDUSTRIAL*DEVELOPMENT*AGENCIES** PleasebeadvisedthattheNewYorkGeneralMunicipalLawimposescertainreportingrequirementson IDAsandrecipientsofIDAfinancialassistance.OfparticularimportancetoIDAapplicantsisSection859 (copyattached).thissectionrequiresidastotransmitfinancialstatementswithin90daysfollowingthe end of an Agency s fiscal year ending December 31, prepared by an independent, certified public accountant,tothenewyorkstatecomptroller,the CommissioneroftheNewYorkStateDepartmentof Economic Development. These audited financial statements shall include supplemental schedules listing thefollowinginformation: 1. All straightclease ( salecleaseback ) transactions and whether or not they are obligations of the Agency. 2. Allbondsandnotesissued,outstandingorretiredduringtheperiodandwhetherornottheyare obligationsoftheagency. 3. All new bond issues shall be listed and for each new bond issue, the following information is required: a. Nameoftheprojectfinancedwiththebondproceeds. b. WhethertheprojectoccupantisanotCforCprofitcorporation. c. Nameandaddressofeachowneroftheproject. d. Theestimatedamountoftaxexemptionsauthorizedforeachproject. e. Purposeforwhichthebondwasissued. f. Bondinterestrateatissuanceand,ifvariable,therangeofinterestratesapplicable. g. Bondmaturitydate. h. Federaltaxstatusofthebondissue. i. Estimateofthenumberofjobscreatedandretainedfortheproject. 4. Allnewstraightleasetransactionsshallbelistedandforeachnewstraightleasetransaction,the followinginformationisrequired: a. Nameoftheproject. b. WhethertheprojectoccupantisanotCforCprofitcorporation. c. Nameandaddressofeachowneroftheproject. d. Theestimatedamountoftaxexemptionsauthorizedforeachproject. e. Purposeforwhicheachtransactionwasmade. f. Methodoffinancialassistanceutilizedforeachproject,otherthanthetaxexemptionsclaimed bytheproject. g. Estimateofthenumberofjobscreatedandretainedfortheproject. Pleasesignbelowtoindicatethatyouhavereadandunderstoodtheabove. * Name: Title: Company: Date: TCIDA/TCDC'Application'

105 Attachment A TO The Tompkins County IDA Application for Incentives III. Application Information Justification Because community solar farms are relatively new developments in NY s energy landscape, there is little to no established market information or assessment methodology to inform what would be owed in property taxes. The proposed Project has an operational life of at least 25 years. Lack of market precedent and state guidelines have led us to seek a 20-year PILOT in order to make the Project financeable by establishing financial insight and certainty. 105

106 Attachment B TO The Tompkins County IDA Application for Incentives IV. Project Description and Details If yes, describe the reasons why the agency s financial assistance is necessary and the effect the project will have on the applicant s business or operations. Focus on competitiveness issues, project shortfalls, etc.: Under RPTL 487, local taxing jurisdictions have the right to opt out of the property tax exemption. This project will be subject to some full tax rates due to opt out statuses under the exemption. Without insight into what will be owed at the fully assessed level, it would be impossible to obtain financing for the project. Renovus is seeking a PILOT to secure financial insight for the project while ensuring that fair payments in lieu of taxes are made. 106

107 Attachment C TO The Tompkins County IDA Application for Incentives V. Project Description and Details If the applicant is unable to obtain financial assistance for the Project what will be the impact on the County/City/Town/Village? The currently vacant tax parcel is assessed at $40,000 and pays an estimated $1,123 per year in property taxes. The taxes paid in the first year after project completion will increase to $14,400 with an annual increase of 2%. Without the certainty provided by an IDA PILOT, the project will likely not be financeable and hence would not be built in the county which would deprive the local Town/County/School District of renewable energy as well as the economic benefit of the proposed PILOT payments. The project represents an opportunity to contribute under the State of New York s mandate that 50% of New York s electricity to come from renewable sources by

108 Attachment D TO The Tompkins County IDA Application for Incentives VI. Project Description and Details Describe what Green Building Practices you plan to use: The Project will give access to renewable energy to local residents and businesses. The project will use Tier-1 panels that contain no dangerous toxins or chemicals and will overall bring value to an underutilized scrub lot that is subprime for agricultural purposes. This solar farm will be installed without concrete and the system will be easily removed and the land restored to its original state after 25+ years of operation and decommissioned materials will be recycled. In an effort to maximize the health of the land and soil, the focus will be on enhancing biodiversity with native grasses, rotational grazing of sheep if/where possible and a strict avoidance of any chemicals and weed control agents. This project will have very little impact to the land and will not generate pollution, noise or lighting. The project area does not include any wetlands or other environmentally sensitive areas or waterways, is not located in a flood prone area and is not a site of designated historical or cultural significance. The project will not create runoff or change water management on-site. 108

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110 Tompkins County Industrial Development Agency Administration provided by TCAD Enfield I (Delaware River Solar) Community Benefits Overview 4/13/17 Project Overview The applicant, Delaware River Solar, is proposing a 2 megawatt (MW) off-site, solar renewable energy generation facility on Podunk Road in the Town of Enfield. On 37 acres of land, of which 14 acres that are currently vacant will be subdivided for the project. Residents and businesses in NYSEG load zone C, which includes Tompkins County will be able to sign up for electricity at a 10% discount for the first year with a 2% increase in cost each year thereafter. The applicant is seeking a PILOT agreement consistent with the proposed IDA solar policy equal to $8,000 per megawatt with a 2% annual increase as well as a sales tax and mortgage recording tax benefit. Also consistent with the proposed policy, the applicant is requesting a fee equal to 1/2% of project costs. The project received SEQR approval by the Town of Enfield on 3/1/17. A letter of endorsement for an IDA incentive was received by the Town of Enfield Planning Board. Cost-Benefit Analysis Extent to which project would create and/or retain private sector jobs The Project will not create any on-site jobs. A local firm will be retained to provide ongoing maintenance. Estimated value of tax exemption The Project is financially unfeasible if a reduction in property taxes is not granted. At full estimated valuation, the Project would pay approximately $47,000 per year in property taxes. The proposed PILOT of $16,000 per year with a 2% escalator will enable the project to move forward. Estimate of private sector investment to be generated by the project $4,615,649 Likelihood of completing project in a timely manner There is a reasonable expectation that the project will move forward in The developer has received necessary approvals to interconnect to the electrical grid and received an allocation of incentives from NYSERDA. The applicant s affiliate company, Xzerta Energy Group, does have a track record, having developed 50MW of commercial scale renewable energy throughout the US and the Caribbean. Delware Solar, its New York affiliate is in the process of completing other projects in the State. Extent to which project would generate additional sources of revenue for local taxing jurisdictions The project would generate $388,000 in new property tax revenue over 20 years. Other benefits that might result from the project The project will reduce carbon emissions by providing renewable energy generation to power. 401 East MLK Jr. Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

111 Tompkins County Industrial Development Agency / Tompkins County Development Corporation Application for Incentives Date: I. APPLICANT INFORMATION (company receiving benefit) Name of Company/Applicant: Owner: Address: City: State: Zip: Primary Contact (First, Last): Phone: ( ) - Fax: ( ) - If a separate company will hold title to/own the property, please provide the name and contact information for that entity: Name of (Holding) Company: Owner: Address: City: State: Zip: Primary Contact (First, Last): Phone: ( ) - Fax: ( ) - Describe the terms and conditions of the lease between the applicant and the owner of the property: Select the type of incentives being requested (select all that apply): Tax-Exempt Bonds Taxable Bonds Real Property Tax Exemption Standard Tax Exemption (7-year) Other (attach justification) CIITAP: 7-year CIITAP: 10-year (requires determination of financial need see CIITAP for details) Sales Tax Exemption Mortgage Recording Tax Exemption 111

112 Applicant Attorney: Address: City: State: Zip: Primary Contact (if different from above:): Phone: ( ) - Fax: ( ) - Applicant Accountant: Address: City: State: Zip: Primary Contact (if different from above:): Phone: ( ) - Fax: ( ) - Applicant Engineer/Architect (if known): Address: City: State: Zip: Primary Contact (if different from above:): Phone: ( ) - Fax: ( ) - Applicant Contractor (if known): Address: City: State: Zip: Primary Contact (if different from above:): Phone: ( ) - Fax: ( ) - II. BUSINESS HISTORY Year company was founded: NAICS Code: Type of ownership (i.e. C-Corp, LLC): Describe in detail company background, products, customers, goods and services: 112

113 Major Customers: Major Suppliers: Has your business every received incentives tied to job creation? Yes No If yes, please describe: Were the goals met? Yes No If no, why were the goals not met? Annual sales to customers in Tompkins County: $ Percent of annual sales subject to local sales tax: % Value of annual supplies, raw materials and vendor services are that purchased from firms in Tompkins County: $ III. PROJECT DESCRIPTION AND DETAILS Project Location (all addresses and tax parcels): Property Size (acres): existing: proposed: Building Size (square feet): existing: proposed: Proposed Dates: start: end: 113

114 Please provide a narrative of the Project and the purpose of the Project (new build, renovations, and/or equipment purchases, etc.). Identify specific uses occurring within the Project. Describe any and all tenants and end users: Is there a likelihood that the Project would not be undertaken but for the financial assistance provided by the Agency? Yes No If yes, describe the reasons why the Agency s financial assistance is necessary and the effect the Project will have on the Applicant s business or operations. Focus on competitiveness issues, project shortfalls, etc.: If no, provide a narrative indicating why the Project should be undertaken by the Agency: If the Applicant is unable to obtain financial assistance for the Project what will be the impact on the County/City/Town/Village? Describe what green building practices you plan to use: 114

115 Will this project result in a regular increase in overnight visitors to your facility (e.g. for training programs)? Yes No Occupancy If yes, number of visitors per year: Average duration of stays (days): Select Project type for all end users at Project site (select all that apply): Industrial Service*, ** Acquisition of existing facility Back office Housing Mixed use Multi-tenant Facility for aging Commercial Civic facility (not for profit) Retail*, ** Other * For Purposes of this question, the term retail sales means (1) sales by a registered vendor under Article 28 of the Tax Law of New York (the Tax Law ) primarily engaged in the retail sale of tangible personal property (as defined in Section 1101(b)(4)(i) of the Tax Law, or (2) sales of a service to customers who personally visit the project location. ** If Applicant checked retail or service, complete the Retail Questionnaire contained in Section X. List the name(s), nature of business of proposed tenant(s), and percentage of total square footage to be used for each tenant (additional sheets may be attached, if necessary): Business Nature of Business % of total square footage IV. PROJECT COSTS AND FINANCING Project Costs Amount ($) Land and/or Building Acquisition: acres square feet $ New Building Construction: square feet $ Building Addition(s): square feet $ Infrastructure Work: $ Reconstruction/Renovation: square feet $ Manufacturing Equipment: $ Non-Manufacturing Equipment (furniture, fixtures, etc.): $ Soft Costs (professional services, etc.): $ Other (Specify): $ 115

116 TOTAL: $ Have any of the above costs been paid or incurred as of the date of this application? Yes No If yes, describe particulars: Sources of Funds for Project Costs Bank Financing $ Equity $ Tax Exempt Bond Issuance (if applicable) $ Taxable Bond Issuance (if applicable) $ Public Sources (Include sum total of all state and federal grants and tax credits) $ Identify each State and federal grant/credit: $ $ $ Total sources of funds for Project costs: $ Project refinancing of existing debt only (estimated): $ Amount of anticipated financing from a lending institution: $ Note: The applicant must inform the TCIDA/TCDC at the time of issuance of commitment letter if the financing will exceed the amount stated here. V. VALUE OF INCENTIVES Property Tax Exemption: (Agency staff will fill out property tax exemption information based on information submitted by the applicant). The property tax incentive deviates from the standard tax exemption. A twenty-year PILOT is proposed with a payment of $8,000 per megawatt (AC) in year one with a 2% increase each year for 20 years. A reduction from the standard fee of 1% of project costs to ½% of project costs is requested due to the nature of the project. The payment schedule is as follows: 116

117 Totals If the applicant is requesting incentives that are greater than the Agency s Standard Tax Exemption (7 years), please provide a description of the incentive and a justification: Sales and Use Tax Benefit: Gross amount of costs for goods and services that are subject to State and local sales and use tax said amount to benefit from the Agency s sales and use tax exemption benefit: $ Estimated State and local sales and use tax benefit (product of sales and use tax amount as indicated above multiplied by 8%) $ Note: The estimate provided above will be provided to the New York State Department of Taxation and Finance and represents the maximum amount of sales and use tax benefit that the Agency may authorize with respect to the application. Mortgage Recording Tax Benefit: Mortgage Amount (include construction/permanent/bridge financing/refinancing): $ Estimated mortgage recording tax exemption benefit (product of mortgage amount as indicated above multiplied by.0025%): $ Complete for bond applicants only: (Projected 25 year borrowing term) Without Bonds With Bonds First Year Debt Service $ $ Total Debt Service $ $ Percentage of Project costs financed from public sector: A. Total Project Cost $ B. Estimated Value of PILOT $ C. Estimated Value of Sales Tax Incentive $ D. Estimated Value of Mortgage Tax Incentive $ E. Total Other Public Incentives $ (tax credits, grants, ESD incentives, etc.) 117

118 Calculation of percentage of Project costs financed from public sector: % (Total B + C + D + E above / Total Project Cost) VI. EMPLOYMENT INFORMATION Note: Annual employment reporting will be required during the course of the abatement. Describe the benefits you offer to your employees: Describe the internal training and advancement opportunities you offer to your employees: 118

119 Employment Plan Current (Retained) Permanent Occupation in Full Time Jobs Company Professional Average Annual Salary Ranges/ Hourly Wage Projected New Permanent Full-Time Jobs Number of Employees Year 1 Year 2 Year 3 Total New Jobs Clerical Sales Services Construction Manufacturing High Skilled Medium Skilled Basic Skilled Other (describe) Total What percentage of your current positions are occupied by women? % What percentage of your current positions are occupied by minorities? % Estimated percentage of new hires who would be unemployed at time of hire: % Estimate the number of residents of the labor market area in which the Project is located that will fill the projected new jobs to be created. (The Agency defines the labor market area as Tompkins County and the contiguous counties; Cayuga, Seneca, Schuyler, Chemung, Tioga, and Cortland Counties) Are you willing to pay a livable wage, as defined by the Alternatives Federal Credit union (AFCU) of Ithaca, NY ( to all employees for the duration of the abatements? Yes No 119

120 If no, estimate the percentage of the current workforce whose wages meet or exceed the livable wage, as defined by AFCU. % Please describe your strategy for ensuring diversity in hiring: VII. CONSTRUCTION LABOR Note: Applicants will be required to comply with the Agency s Local Labor Utilization Policy. Will you use contractors who: Have a certified apprenticeship program Yes % No Pay a prevailing wage Yes % No Use local labor Yes % No VIII. ENVIRONMENTAL REVIEW AND PERMITTING Environmental Assessment Form Short Form X Long Form Submitted to: Agency Name: Agency Address: City: State: Zip: Date of submission: Status of submission: The Applicant must comply with the State Environmental Quality Review Act (SEQRA) before the Agency can vote on proposed financial incentives. It is the applicant s responsibility to provide a copy of the SEQRA determination by another entity. Permits: Describe other permits required and status of approval process Permit Status 120

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122 IX. OTHER Do you have anything else you would like to tell the TCIDA regarding this project? X. RETAIL QUESTIONNAIRE (Fill out if end users are retail or service as identified in Section III) To ensure compliance with Section 862 of the New York General Municipal Law, the Agency requires additional information if the proposed Project is one where customers personally visit the project site to undertake either a retail sale transaction or to purchase services. A. Will any portion of the Project (including that portion of the cost to be financed from equity or other sources) consist of facilities or property that are or will be primarily used in making sales of goods or services to customers who personally visit the project site? If yes, please continue. If no, do not complete the remainder of the retail questionnaire and proceed to the next section of the application. For Purposes of this question, the term retail sales means (1) sales by a registered vendor under Article 28 of the Tax Law of New York (the Tax Law ) primarily engaged in the retail sale of tangible personal property (as defined in Section 1101(b)(4)(i) of the Tax Law, or (2) sales of a service to customers who personally visit the project location. B. What percentage of the cost of the Project will be expended on such facilities or property primarily used in making sales of goods or services to customers who personally visit the Project? % If the answer is less than 33.33% do not complete the remainder of the retail determination and proceed to the next section of the application. If the answer to Question A is Yes AND the answer to Question B is greater than 33.33%, indicate which of the following questions below apply to the Project: 1. Will the Project be operated by a not-for-profit corporation? Yes No 2. Is the Project location or facility likely to attract a significant number of visitors from outside Tompkins County? If yes, please provide a third party market analysis or other documentation supporting your response. 3. Will the Project make available goods or services which are not currently reasonably accessible to the residents of the municipality within which the proposed Project would be located? If yes, please provide a third party market analysis or other documentation supporting your response. Yes Yes Yes No No No 4. Will the Project preserve permanent, private sector jobs or increase the overall number of permanent, private sector jobs in the State of New York? If yes, explain: Yes No 122

123 XI. INTER-MUNICIPAL MOVE DETERMINATION The Agency is required by State law to make a determination that, if completion of a Project benefiting from the Agency financial assistance results in the removal of an industrial or manufacturing plant of the Project occupant from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of the project occupant located within the State, Agency financial assistance is required to prevent the Project occupant from relocating out of the State, or is reasonably necessary to preserve the Project occupant s competitive position in its respective industry. Will the Project result in the removal of an industrial or manufacturing plant of the Project occupant from one area of the state to another area of the State? Will the Project result in the abandonment of one or more plants or facilities of the Project occupant located within the State? Yes Yes No No If yes to either question explain how notwithstanding the aforementioned closing or activity reduction the Agency s financial assistance is required to prevent the Project from relocating out of the State or is reasonably necessary to preserve the Project occupant s competitive position in its respective industry: Does the Project involve relocation or consolidation of a Project occupant from another municipality: Within New York State: Yes No Within County/City/Town/Village: Yes No If yes to either question above, please explain: 123

124 REPRESENTATIONS, CERTIFICATIONS AND INDEMNIFICATION (name of CEO or other authorized representative of Applicant)confirms and says that he/she is the (title) of (name of corporation or other entity) named in the attached Application (the Applicant ), that he/she has read the foregoing Application and knows the contents thereof, and hereby represents, understands, and otherwise agrees with the Agency and as follows: A. Job Listings. In accordance with Section 858-b(2) of the New York General Municipal Law, the applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, except as otherwise provided by collective bargaining agreements, new employment opportunities created as a result of the proposed Project must be listed with the New York State Department of Labor Community Services Division (the DOL) and with the administrative entity (collectively with the DOL, the JTPA Entitle) of the service delivery area created by the Federal Job Training Partnership Act (Public Law ) (JTPA) in which the proposed Project is located. B. First Consideration for Employment. In accordance with Section 858-b(2) of the General Municipal Law, the applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, except as otherwise provided by collective bargaining agreements, where practicable, the applicant must first consider persons eligible to participate in JTPA programs who shall be referred by the JTPA Entities for new employment opportunities created as a result of the proposed Project. C. Employment Reports. The Applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, the Applicant agrees to file, or cause to be filed, with the Agency, at least annually or as otherwise required by the Agency, reports regarding the number of people employed at the project site, salary levels, contractor utilization, local construction labor utilization and such other information (collectively, Employment Reports ) that may be required from time to time on such appropriate forms as designated by the Agency. Failure to provide Employment Reports within 30 days of an Agency request shall be an Event of Default under the PILOT Agreement between the Agency and Applicant and, if applicable, an Event of Default under the Project Agreement between the Agency and Applicant. D. Labor Utilization Reporting. The Applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, the Applicant agrees to comply with the Labor Utilization Policy, which requires providing documentation that construction bids were solicited from local firms and monthly construction labor reporting as outlined in the Policy. E. Hold Harmless Provision. The Applicant acknowledges and agrees that the Applicant shall be and is responsible for all costs of the Agency incurred in connection with any actions required to be taken by the Agency in furtherance of the Application including the Agency s costs of general counsel and/or the Agency s bond/transaction counsel whether or not the Application, the proposed Project it describes, the attendant negotiations, or the issue of bonds or other transaction or agreement are ultimately ever carried to successful conclusion and agrees that the Agency shall not be liable for and agrees to indemnify, defend, and hold the Agency harmless from and against any and all liability arising from or expense incurred by: (i) the Agency's examination and processing of, and action pursuant to or upon, the attached Application, regardless of whether or not the Application or the Project described therein or the tax exemptions and other assistance requested therein are favorably acted upon by the Agency, (ii) the Agency's acquisition, construction and/or installation of the Project described therein and (iii) any further action taken by the Agency with respect to the Project; including without limiting the generality of the foregoing, all causes of action and attorneys' fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. TCIDA/TCDC Application

125 F. Sales Tax. In accordance with Section 874(8) of the General Municipal Law, the Applicant understands and agrees that, if the proposed Project receives any sales tax exemptions as part of the Financial Assistance from the Agency, in accordance with Section 874(8) of the General Municipal Law, the applicant agrees to file, or cause to be filed, with the New York State Department of Taxation and Finance, the annual form prescribed by the Department of Taxation and Finance, describing the value of all sales tax exemptions claimed by the applicant and all consultants or subcontractors retained by the applicant. Copies of all filings shall be provided to the Agency. Applicant hereby understands and agrees, in accordance with Section 875(3) of the New York General Municipal Law and the policies of the Agency that any New York State and local sales and use tax exemption claimed by the Applicant and approved by the Agency in connection with the Project, may be subject to recapture and/or termination by the Agency under such terms and conditions as will be established by the Agency and set forth in transaction documents to be entered into by and between the Agency and the Applicant. G. Fees. By executing and submitting this Application, the applicant covenants and agrees to pay the following fees: (i) An Administrative Fee in accordance with the Administrative Fee Policy effective as of the date of this application, to be paid at transaction closing (unless otherwise outlined in the Project Agreement or authorizing resolution). This fee will be equal to 1% of the total value of expenses that are positively impacted by the Agency incentives. The Agency may reduce the administrative fees from 1% to.50% of project costs if the total project cost is less than $1 million. For total project costs greater than $1 million but less than $2 million, the fees may be reduced from 1% to.75% of project costs; (ii) All fees, costs and expenses incurred by the Agency for (1) legal services, including but not limited to those provided by the Agency s general counsel or bond/transaction counsel, and (2) other consultants retained by the Agency in connection with the proposed Project; with all such charges to be paid by the Applicant at the closing or, if the closing does not occur, within ten (10) business days of receipt of the Agency s invoices therefore please note that the Applicant is entitled to receive a written estimate of fees and costs of the Agency s bond/transaction counsel; (iii) The cost incurred by the Agency and paid by the Applicant, including bond/transaction counsel and the Agency s general counsel s fees and the processing fees, may be considered as a cost of the Project and included in the financing of costs of the proposed Project, except as limited by the applicable provisions of the Internal Revenue Code with respect to tax-exempt bond financing. If the Applicant fails to conclude or consummate necessary negotiations, or fails, within a reasonable or specified period of time, to take reasonable, proper or requested action, or withdraws, abandons, cancels or neglects the Application, or if the Applicant is unable to find buyers willing to purchase the bond issue requested, or if the Applicant is unable to facilitate the sale/leaseback or lease/leaseback transaction, then, upon presentation of an invoice, the Applicant shall pay to the Agency, its agents or assigns, all costs incurred by the Agency in the processing of the Application, including attorneys' fees, if any. H. FOIL. The Applicant acknowledges that the Agency is subject to New York State s Freedom of Information Law (FOIL). Applicant understands that all Project information and records related to this application are potentially subject to disclosure under FOIL subject to limited statutory exclusions. I. Financial Review. The Applicant acknowledges that the Agency shall undertake an assessment of all material information included in connection with the Application for Financial Assistance as necessary to afford a reasonable basis for the decision by the Agency to provide Financial Assistance for the Project, including, but not limited to qualification of the proposed project under the GML (including any retail 125

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128 ATTACHMENT A TO THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY / TOMPKINS COUNTY DEVELOPMENT CORPORATION APPLICATION FOR INCENTIVES I. APPLICATION INFORMATION Justification Applicant requests the PILOT agreement with the taxing jurisdictions to make the proposed community solar project economically viable. In addition, the PILOT agreement with the taxing jurisdiction will provide long term certainty for each of the taxing jurisdictions and the Applicant. 128

129 ATTACHMENT B TO THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY / TOMPKINS COUNTY DEVELOPMENT CORPORATION APPLICATION FOR INCENTIVES III. PROJECT DESCRIPTION AND DETAILS If yes, describe the reasons why the agency's financial assistance is necessary and the effect the project will have on the applicant's business or operations. Focus on competitiveness issues, project shortfalls, etc: The agency's assistance is imperative to the successful development of the project. Solar projects are currently exempt from paying real property taxes at the State and local level. Local taxing jurisdictions have the right to opt out of the property tax exemption, thereby exposing the project (its land and improvements) to be fully taxed. At the fully assessed property tax, community solar projects are uneconomical and will not be developed, thereby eliminating any financial benefits to the area. DRS wants to form a PILOT that is economically feasible for the project while providing fair payments in lieu of taxes to the local taxing jurisdictions. 129

130 ATTACHMENT C TO THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY / TOMPKINS COUNTY DEVELOPMENT CORPORATION APPLICATION FOR INCENTIVES III. PROJECT DESCRIPTION AND DETAILS If the Applicant is unable to obtain financial assistance for the Project what will be the impact on the County/City/Town/Village? Without a PILOT agreement among the local tax jurisdictions, the project will not be built. The tax liability of the project will be too uncertain to move forward with the project. The County and Town will lose revenue from sales tax on the electricity generated and sold, and revenue from a PILOT agreement. The local municipalities will lose the opportunity to participate in the State s overall clean energy goals and in general, reduce the carbon footprint left by the local municipalities. 130

131 ATTACHMENT D TO THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY / TOMPKINS COUNTY DEVELOPMENT CORPORATION APPLICATION FOR INCENTIVES III. PROJECT DESCRIPTION AND DETAILS Describe what green building practices you plan to use: The community solar project will allow residents and businesses who cannot or prefer not to install their own solar panels, the opportunity to go green and source their electricity from a local renewable source. The solar array itself does not produce any runoff or have negative environmental consequences. The solar panels and all associated racking and equipment are made of recyclable materials such as glass, aluminum, copper, and plastics. The projects are not built on any environmentally sensitive areas or wetland areas. The construction phase employs anti-erosion measures, and the decommissioning phase will recycle any and all materials and leave the area in a similar state to its original form before the project's construction. 131

132 ATTACHMENT E TO THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY / TOMPKINS COUNTY DEVELOPMENT CORPORATION APPLICATION FOR INCENTIVES IX. OTHER Do you have anything else you would like to tell the TCIDA regarding this project? The solar energy project produces clean, renewable energy. Unlike conventional power, solar produces no harmful emissions. Any effort that can reduce the pollution to the environment helps to save the environment and reduces the carbon footprint left by people. Tompkins County will be assisting in promoting this clean source of energy. The solar project creates construction jobs and helps the local landowner of the land on which the project is built to earn an additional form of income. By providing a PILOT program for school districts, counties and towns to participate, Tompkins County IDA would be playing a significant role in promoting all these benefits of the solar energy project. The PILOT program would provide an efficient means for the taxing jurisdictions to benefit from PILOT payments and earn long term income from the solar project. The state of New York has provided (under Real Property Tax Law Section 487) that renewable energy projects are exempt from real property taxes. Under Rule 487, the taxing jurisdiction may opt-out of such exemption; however, developers will likely not build any renewable energy project in any taxing jurisdiction which opts-out due to the uncertainty of the tax liability. Also, only taxing jurisdictions which have not opted-out of the exemption may require a PILOT. Thus, any taxing jurisdiction which opts-out simply loses the opportunity to earn any potential revenue from the solar project. The PILOT program provided by the TCIDA would provide long-term certainty of the tax liability of the project for the Applicant and long-term certainty of revenue for the local tax jurisdictions. 132

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134 Tompkins County Industrial Development Agency Administration provided by TCAD SUN8PDC Solar (2150 Dryden Rd.) Community Benefits Overview 4/13/17 Project Overview SUN8PDC, a subsidiary of Distributed Sun, is proposing a 12 MW community solar array on approximately 74 acres located at 2150 Dryden Rd. in the Town of Dryden. The developer will offer clean, renewable power at a 10% discount over existing utility rates. The $19.3 million project would generate enough electricity to power the equivalent of more than 2,700 average homes. The project has submitted applications and is in the process of securing a special use permit, subdivision approval, and SEQR with the Town of Dryden. The Town of Dryden submitted a letter of endorsement for both SUN8PDC projects (Dryden Rd. and Turkey Hill Rd.) however, they have requested that the IDA consider reducing the share of taxes the county would receive and increasing the share of taxes the Town would receive under the PILOT. If the IDA were to contemplate this request, it would require approval (via a resolution) from the affected taxing jurisdictions. The applicant is requesting a 30-year PILOT amount of $8,000 per megawatt with a 1% annual increase. The proposed IDA policy is a 20-year PILOT amount of $8,000 per megawatt with a 2% annual increase. The applicant is also requesting an abatement of the local share of sales tax. The equipment is exempt from state sales tax. A sales tax abatement is consistent with the proposed IDA solar policy. Cost-Benefit Analysis Extent to which project would create and/or retain private sector jobs No direct jobs on-site. Estimated value of tax exemption The project would not be financially feasible if it were subject to taxation based on the full value of the improvements. Estimate of private sector investment to be generated by the project $19,384,684 Likelihood of completing project in a timely manner Distributed Sun has developed a number of solar projects in nine states, including New York. The company developed a solar array for Cornell near the Ithaca-Tompkins Regional Airport. The company has a successful track record at securing financing and building projects. The project will take six months to complete once approvals are secured this spring. Extent to which project would generate additional sources of revenue for local taxing jurisdictions The applicant requested 30-year abatement would yield $3,339,350 in new tax payments, with approximately $200,000 going to the Town. Other benefits that might result from the project: - Financial savings to electricity customers (10% below current prices with a 2% annual increase thereafter). 401 East MLK Jr. Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

135 Tompkins County Industrial Development Agency - Upgrades to the electrical grid that might otherwise be subject to payment by NYSEG rate payers. - Clean energy generation to meet State and County goals. - Increased farming output for local sheep farmers Sheep will graze the land in place of chemicals and electric powered landscaping machinery construction jobs (for 6 months). - The societal benefit of generating clean energy (displacing fossil fuel) calculated using date provided by the NY Public Service Commission is $10 million. 401 East MLK Jr. Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

136 Tompkins County Industrial Development Agency / Tompkins County Development Corporation Application for Incentives Date: 3/13/2017 I. APPLICANT INFORMATION (company receiving benefit) Name of Company/Applicant: SUN8 PDC LLC Owner: SUNEIGHT HOLDCO, LLC Address: th Street, NW, Suite 450 South Washing City: ton State: DC Zip: Primary Contact (First, Last): Bharath Srinivasan bharath@distributedsun.co Phone: (978) m Fax: (202) If a separate company will hold title to/own the property, please provide the name and contact information for that entity: Name of (Holding) Company: Owner: Scott Pinney Address: 22 Oakwood Drive City: Ithaca State: NY Zip: Primary Contact (First, Last): Phone: ( ) - Fax: ( ) - Describe the terms and conditions of the lease between the applicant and the owner of the property: Property is under site control through a twenty-five year lease with two five-year extensions at the option of SUN8 PDC LLC. SUN8 PDC LLC will be responsible for all costs of development, construction & operation of the solar arrays on the property, including any property taxes attributed to the solar arrays, but excluding the property taxes associated with the land itself. Select the type of incentives being requested (select all that apply): Tax-Exempt Bonds Taxable Bonds Real Property Tax Exemption Standard Tax Exemption (7-year) Other (attach justification) CIITAP: 7-year CIITAP: 10-year (requires determination of financial need see CIITAP for details) Sales Tax Exemption Mortgage Recording Tax Exemption 136

137 Applicant Attorney: Mariette Geldenhuys Address: 401 East State Street, Suite 306 City: Ithaca State: NY Zip: Primary Contact (if different from above:): Phone: (607) m Fax: (607) Applicant Accountant: Ranjani Sridharan Address: th Street, NW, Suite 450 South Washingt City: on State: DC Zip: Primary Contact (if different from above:): Phone: (202) ranjani@distributedsun.co m Fax: (202) Applicant Engineer/Architect (if known): Labella Associates, D.P.C Address: 105 N. Tioga Street, City: Ithaca State: NY Zip: Primary Contact (if different from above:): Dan Walker Phone: (607) dwalker@labellapc.com Fax: ( ) - Applicant Contractor (if known): Address: City: State: Zip: Primary Contact (if different from above:): Phone: ( ) - Fax: ( ) - II. BUSINESS HISTORY Year company was founded: 2016 NAICS Code: Type of ownership (i.e. C-Corp, LLC): LLC Describe in detail company background, products, customers, goods and services: SUN8 PDC LLC is a owned subsidiary of Distributed Sun, LLC. The sole purpose of SUN8 PDC LLC is the development, construction and operation of a New York-based community solar project portfolio. Community solar projects are solar arrays that can provide savings to electricity consumers via bill credits. Distributed Sun is an integrated finance and development solar company - Formed in 2009, we are primarily focused on building and owning commercial solar projects. We also own and operate solar assets in 9 different states, including NY. SUN8 is offering residential customers within the NYSEG and National Grid service territory the opportunity to buy clean energy from our solar projects, without the need to build or own a solar facility on their roof or property. More detail in Attachment A. 137

138 Major Customers: SUN8 is in the process of signing up customers to sell energy from our community solar projects Major Suppliers: Solar Component Manufacturers: To be detemined as a part of final engineering (Panel, Racking, Inverters etc.) Has your business every received incentives tied to job creation? Yes No If yes, please describe: Were the goals met? Yes No If no, why were the goals not met? Annual sales to customers in Tompkins County: $ Percent of annual sales subject to local sales tax: 100% Value of annual supplies, raw materials and vendor services are that purchased from firms in Tompkins County: $50,000 at construction (annual operations will involve services of $25,000/yr for 30 years) III. PROJECT DESCRIPTION AND DETAILS Project Location (all addresses and tax parcels): 2150 Dryden Road, Dryden, 13068, Tax ID # The parent parcel will be subdivided to host one 2MW project on each tax parcel as a part of the Special use Permit process. The exact acreage of the subdivision will be ascertained after the Special Use Permit is granted. Property Size (acres): existing: proposed: Building Size (square feet): existing: N/A proposed: approx acres approx acres for solar arrays Proposed Dates: start: 5/31/2017 end: 11/30/

139 Please provide a narrative of the Project and the purpose of the Project (new build, renovations, and/or equipment purchases, etc.). Identify specific uses occurring within the Project. Describe any and all tenants and end users: The purpose of the 12MWac community solar project on acres is to generate clean electricity to be sold to residential & commerical customers. SUN8 PDC LLC has a lease with the owner of the property, A. Scott Pinney. The installed community solar projects would generate enough electricity to power the equivalent of more than 2,700 average New York homes. Trees will be cleared, where needed, to remove shading. PV modules will be installed on metal racks or tables with driver/screwed in foundations. Concrete pads of approximately 15' by 20' in size (for the installation of electrical equipment to connect to the utility), eight-foot chain link fence, and internal project roads will also be installed. This project is enabled by the New York Public Service Commission's ruling on Community Distributed Generation and helps the State to achieve the Reforming the Energy Vision goal of 50% clean energy by SUN8 intends to offer a 10% discount from the prevailing retail rate to subscribers with such selling price to escalate at 2% per year. Due to the predictable generation from solar photovoltaic panels, the feasibility of community solar farms is dependent on having a high level of certainty and predictability in expenses, including property tax liability. Is there a likelihood that the Project would not be undertaken but for the financial assistance provided by the Agency? Yes No If yes, describe the reasons why the Agency s financial assistance is necessary and the effect the Project will have on the Applicant s business or operations. Focus on competitiveness issues, project shortfalls, etc.: See Attachment B If no, provide a narrative indicating why the Project should be undertaken by the Agency: If the Applicant is unable to obtain financial assistance for the Project what will be the impact on the County/City/Town/Village? See Attachment C Describe what green building practices you plan to use: See Attachment D 139

140 Will this project result in a regular increase in overnight visitors to your facility (e.g. for training programs)? Yes No If yes, number of visitors per year: Average duration of stays (days): N/A N/A Occupancy Select Project type for all end users at Project site (select all that apply): Industrial Service*, ** Acquisition of existing facility Back office Housing Mixed use Multi-tenant Facility for aging Commercial Civic facility (not for profit) Retail*, ** Other * For Purposes of this question, the term retail sales means (1) sales by a registered vendor under Article 28 of the Tax Law of New York (the Tax Law ) primarily engaged in the retail sale of tangible personal property (as defined in Section 1101(b)(4)(i) of the Tax Law, or (2) sales of a service to customers who personally visit the project location. ** If Applicant checked retail or service, complete the Retail Questionnaire contained in Section X. List the name(s), nature of business of proposed tenant(s), and percentage of total square footage to be used for each tenant (additional sheets may be attached, if necessary): Business Nature of Business % of total square footage IV. PROJECT COSTS AND FINANCING Project Costs Amount ($) Land and/or Building Acquisition: acres square feet $N/A New Building Construction: N/A square feet $N/A Building Addition(s): N/A square feet $N/A Infrastructure Work: $ Reconstruction/Renovation: N/A square feet $N/A Manufacturing Equipment: $9,115,200 Non-Manufacturing Equipment (furniture, fixtures, etc.): $ Soft Costs (professional services, etc.): $544,876 Other (Specify): Labor Costs and Sales Taxes $9,724,608 TOTAL: $19,384,

141 Have any of the above costs been paid or incurred as of the date of this application? Yes No If yes, describe particulars: Costs for development, site investigations, environmental reviews & engineering to seek subdivion & Special Use Permit from the Town of Dryden = $150,000. A payment of $244,125 was made to NYSEG, per NY PSC regulations to maintain the Interconnection Queue position. Sources of Funds for Project Costs Bank Financing $0 Equity $19,384,684 Tax Exempt Bond Issuance (if applicable) Taxable Bond Issuance (if applicable) Public Sources (Include sum total of all state and federal grants and tax credits) (First milestone payment from NYSERDA is received after commercial operation, but the construction costs are funded through equity) Identify each State and federal grant/credit: NYSERDA MW Block Program (at COD) $1,725,721 $ $ $N/A $N/A $1,725,721 Total sources of funds for Project costs: $19,384,684 Project refinancing of existing debt only (estimated): $ Amount of anticipated financing from a lending institution: $ Note: The applicant must inform the TCIDA/TCDC at the time of issuance of commitment letter if the financing will exceed the amount stated here. V. VALUE OF INCENTIVES Property Tax Exemption: (Agency staff will fill out property tax exemption information based on information submitted by the applicant). Assumptions: $ Value of increase in assessment 4% Annual increase in assessment and tax rate New taxes paid: $ Taxes Abated: $ Year County School City/Town Village Total County School City/Town Village Total Totals 141

142 If the applicant is requesting incentives that are greater than the Agency s Standard Tax Exemption (7 years), please provide a description of the incentive and a justification: A thirty-year PILOT is proposed with a payment of $8,000 per MWac in year one with a 1% increase each year. Payment amount: $8,000 per MWac x 12 MWac = $96,000 per year Total PILOT payment amounts over 30 years = $3, SUN8 requests a lower IDA fee of 0.5% instead of 1% for this project Solar projects, on an inflation adjusted basis, have a flat revenue stream. Securing a 30-year PILOT is necessary to limit or predict the property tax liability for the projects. PILOT agreements also allow the taxing jurisdictions to accurately forecast the revenue they would receive from the projects. The landowner will continue paying any applicable property taxes on the land. Any PILOT agreement for the project would provide incremental revenue to the taxing jurisdictions. Sales and Use Tax Benefit: Gross amount of costs for goods and services that are subject to State and local sales and use tax said amount to benefit from the Agency s sales and use tax exemption benefit: $ 9,115,200 Estimated State and local sales and use tax benefit (product of sales and use tax amount as indicated above multiplied by 8%) (at 4% tax rate, net of state exemption) $364,608 Note: The estimate provided above will be provided to the New York State Department of Taxation and Finance and represents the maximum amount of sales and use tax benefit that the Agency may authorize with respect to the application. Mortgage Recording Tax Benefit: Mortgage Amount (include construction/permanent/bridge financing/refinancing): Estimated mortgage recording tax exemption benefit (product of mortgage amount as indicated above multiplied by.0025%): $ N/A $ N/A Complete for bond applicants only: (Projected 25 year borrowing term) Without Bonds With Bonds First Year Debt Service $N/A $N/A Total Debt Service $N/A $N/A Percentage of Project costs financed from public sector: A. Total Project Cost $19,384,684 B. Estimated Value of PILOT $n/a C. Estimated Value of Sales Tax Incentive $364,608 D. Estimated Value of Mortgage Tax Incentive $ E. Total Other Public Incentives $1,725,721 (tax credits, grants, ESD incentives, etc.) 142

143 Calculation of percentage of Project costs financed from public sector: 10.78% (Total B + C + D + E above / Total Project Cost) VI. EMPLOYMENT INFORMATION Note: Annual employment reporting will be required during the course of the abatement. Describe the benefits you offer to your employees: These projects will not have any direct or onsite employees during the operation of the project. There will be contracted Operations & Maintanance personnel who would visit the projects sites four-six times a year, to perform any repairs or maintanance work required. Describe the internal training and advancement opportunities you offer to your employees: N/A 143

144 Employment Plan Occupation in Company Professional Current (Retained) Permanent Full Time Jobs Average Annual Salary Ranges/ Hourly Wage N/A Projected New Permanent Full-Time Jobs Number of Employees Year 1 Year 2 Year 3 Total New Jobs Clerical Sales Services N/A N/A N/A Construction N/A Manufacturing High Skilled Medium Skilled Basic Skilled N/A N/A N/A N/A Other (describe) Total What percentage of your current positions are occupied by women? N/A % What percentage of your current positions are occupied by minorities? N/A % Estimated percentage of new hires who would be unemployed at time of hire: N/A% Estimate the number of residents of the labor market area in which the Project is located that will fill the projected new jobs to be created. (The Agency defines the labor market area as Tompkins County and the contiguous counties; Cayuga, Seneca, Schuyler, Chemung, Tioga, and Cortland Counties) Are you willing to pay a livable wage, as defined by the Alternatives Federal Credit union (AFCU) of Ithaca, NY ( to all employees for the duration of the abatements? Yes No If no, estimate the percentage of the current workforce whose wages meet or exceed the livable wage, as defined by AFCU. % 144

145 Please describe your strategy for ensuring diversity in hiring: N/A - (We contract professional contractors only.) VII. CONSTRUCTION LABOR Note: Applicants will be required to comply with the Agency s Local Labor Utilization Policy. Will you use contractors who: Have a certified apprenticeship program Yes % No Pay a prevailing wage Yes % No Use local labor Yes % No VIII. ENVIRONMENTAL REVIEW AND PERMITTING Environmental Assessment Form Short Form Long Form Submitted to: Ray Burger, Director of Planning Agency Name: Town Board, Town of Dryden Agency Address: 93 E Main St City: Dryden State: NY Zip: Date of submission: 2/20/2017 Status of submission: Under review by Town Board The Applicant must comply with the State Environmental Quality Review Act (SEQRA) before the Agency can vote on proposed financial incentives. It is the applicant s responsibility to provide a copy of the SEQRA determination by another entity. Permits: Describe other permits required and status of approval process. Permit Status 1. Special Use Permit Under review by Town Board 2. Subdivision Approval Under review by Planning Board 3. Building Permit 4. Subject to approval of Special Use Permit, PILOT agreement and payment of fee. 145

146 IX. OTHER Do you have anything else you would like to tell the TCIDA regarding this project? See Attachment E X. RETAIL QUESTIONNAIRE (Fill out if end users are retail or service as identified in Section III) To ensure compliance with Section 862 of the New York General Municipal Law, the Agency requires additional information if the proposed Project is one where customers personally visit the project site to undertake either a retail sale transaction or to purchase services. A. Will any portion of the Project (including that portion of the cost to be financed from equity or other sources) consist of facilities or property that are or will be primarily used in making sales of goods or services to customers who personally visit the project site? If yes, please continue. If no, do not complete the remainder of the retail questionnaire and proceed to the next section of the application. For Purposes of this question, the term retail sales means (1) sales by a registered vendor under Article 28 of the Tax Law of New York (the Tax Law ) primarily engaged in the retail sale of tangible personal property (as defined in Section 1101(b)(4)(i) of the Tax Law, or (2) sales of a service to customers who personally visit the project location. B. What percentage of the cost of the Project will be expended on such facilities or property primarily used in making sales of goods or services to customers who personally visit the Project? % If the answer is less than 33.33% do not complete the remainder of the retail determination and proceed to the next section of the application. If the answer to Question A is Yes AND the answer to Question B is greater than 33.33%, indicate which of the following questions below apply to the Project: 1. Will the Project be operated by a not-for-profit corporation? Yes No 2. Is the Project location or facility likely to attract a significant number of visitors from outside Tompkins County? If yes, please provide a third party market analysis or other documentation supporting your response. 3. Will the Project make available goods or services which are not currently reasonably accessible to the residents of the municipality within which the proposed Project would be located? If yes, please provide a third party market analysis or other documentation supporting your response. Yes Yes Yes No No No 4. Will the Project preserve permanent, private sector jobs or increase the overall number of permanent, private sector jobs in the State of New York? If yes, explain: Yes No 146

147 XI. INTER-MUNICIPAL MOVE DETERMINATION The Agency is required by State law to make a determination that, if completion of a Project benefiting from the Agency financial assistance results in the removal of an industrial or manufacturing plant of the Project occupant from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of the project occupant located within the State, Agency financial assistance is required to prevent the Project occupant from relocating out of the State, or is reasonably necessary to preserve the Project occupant s competitive position in its respective industry. Will the Project result in the removal of an industrial or manufacturing plant of the Project occupant from one area of the state to another area of the State? Will the Project result in the abandonment of one or more plants or facilities of the Project occupant located within the State? Yes Yes No No If yes to either question explain how notwithstanding the aforementioned closing or activity reduction the Agency s financial assistance is required to prevent the Project from relocating out of the State or is reasonably necessary to preserve the Project occupant s competitive position in its respective industry: Does the Project involve relocation or consolidation of a Project occupant from another municipality: Within New York State: Yes No Within County/City/Town/Village: Yes No If yes to either question above, please explain: 147

148 REPRESENTATIONS, CERTIFICATIONS AND INDEMNIFICATION Chase Weir(name of CEO or other authorized representative of Applicant) confirms and says that he/she is the Manager (title) of SUN8 PDC LLC (name of corporation or other entity) named in the attached Application (the Applicant ), that he/she has read the foregoing Application and knows the contents thereof, and hereby represents, understands, and otherwise agrees with the Agency and as follows: A. Job Listings. In accordance with Section 858-b(2) of the New York General Municipal Law, the applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, except as otherwise provided by collective bargaining agreements, new employment opportunities created as a result of the proposed Project must be listed with the New York State Department of Labor Community Services Division (the DOL) and with the administrative entity (collectively with the DOL, the JTPA Entitle) of the service delivery area created by the Federal Job Training Partnership Act (Public Law ) (JTPA) in which the proposed Project is located. B. First Consideration for Employment. In accordance with Section 858-b(2) of the General Municipal Law, the applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, except as otherwise provided by collective bargaining agreements, where practicable, the applicant must first consider persons eligible to participate in JTPA programs who shall be referred by the JTPA Entities for new employment opportunities created as a result of the proposed Project. C. Employment Reports. The Applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, the Applicant agrees to file, or cause to be filed, with the Agency, at least annually or as otherwise required by the Agency, reports regarding the number of people employed at the project site, salary levels, contractor utilization, local construction labor utilization and such other information (collectively, Employment Reports ) that may be required from time to time on such appropriate forms as designated by the Agency. Failure to provide Employment Reports within 30 days of an Agency request shall be an Event of Default under the PILOT Agreement between the Agency and Applicant and, if applicable, an Event of Default under the Project Agreement between the Agency and Applicant. D. Labor Utilization Reporting. The Applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, the Applicant agrees to comply with the Labor Utilization Policy, which requires providing documentation that construction bids were solicited from local firms and monthly construction labor reporting as outlined in the Policy. E. Hold Harmless Provision. The Applicant acknowledges and agrees that the Applicant shall be and is responsible for all costs of the Agency incurred in connection with any actions required to be taken by the Agency in furtherance of the Application including the Agency s costs of general counsel and/or the Agency s bond/transaction counsel whether or not the Application, the proposed Project it describes, the attendant negotiations, or the issue of bonds or other transaction or agreement are ultimately ever carried to successful conclusion and agrees that the Agency shall not be liable for and agrees to indemnify, defend, and hold the Agency harmless from and against any and all liability arising from or expense incurred by: (i) the Agency's examination and processing of, and action pursuant to or upon, the attached Application, regardless of whether or not the Application or the Project described therein or the tax exemptions and other assistance requested therein are favorably acted upon by the Agency, (ii) the Agency's acquisition, construction and/or installation of the Project described therein and (iii) any further action taken by the Agency with respect to the Project; including without limiting the generality of the foregoing, all causes of action and attorneys' fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. 148

149 F. Sales Tax. In accordance with Section 874(8) of the General Municipal Law, the Applicant understands and agrees that, if the proposed Project receives any sales tax exemptions as part of the Financial Assistance from the Agency, in accordance with Section 874(8) of the General Municipal Law, the applicant agrees to file, or cause to be filed, with the New York State Department of Taxation and Finance, the annual form prescribed by the Department of Taxation and Finance, describing the value of all sales tax exemptions claimed by the applicant and all consultants or subcontractors retained by the applicant. Copies of all filings shall be provided to the Agency. Applicant hereby understands and agrees, in accordance with Section 875(3) of the New York General Municipal Law and the policies of the Agency that any New York State and local sales and use tax exemption claimed by the Applicant and approved by the Agency in connection with the Project, may be subject to recapture and/or termination by the Agency under such terms and conditions as will be established by the Agency and set forth in transaction documents to be entered into by and between the Agency and the Applicant. G. Fees. By executing and submitting this Application, the applicant covenants and agrees to pay the following fees: (i) An Administrative Fee in accordance with the Administrative Fee Policy effective as of the date of this application, to be paid at transaction closing (unless otherwise outlined in the Project Agreement or authorizing resolution). This fee will be equal to 1% of the total value of expenses that are positively impacted by the Agency incentives. The Agency may reduce the administrative fees from 1% to.50% of project costs if the total project cost is less than $1 million. For total project costs greater than $1 million but less than $2 million, the fees may be reduced from 1% to.75% of project costs; (ii) All fees, costs and expenses incurred by the Agency for (1) legal services, including but not limited to those provided by the Agency s general counsel or bond/transaction counsel, and (2) other consultants retained by the Agency in connection with the proposed Project; with all such charges to be paid by the Applicant at the closing or, if the closing does not occur, within ten (10) business days of receipt of the Agency s invoices therefore please note that the Applicant is entitled to receive a written estimate of fees and costs of the Agency s bond/transaction counsel; (iii) The cost incurred by the Agency and paid by the Applicant, including bond/transaction counsel and the Agency s general counsel s fees and the processing fees, may be considered as a cost of the Project and included in the financing of costs of the proposed Project, except as limited by the applicable provisions of the Internal Revenue Code with respect to tax-exempt bond financing. If the Applicant fails to conclude or consummate necessary negotiations, or fails, within a reasonable or specified period of time, to take reasonable, proper or requested action, or withdraws, abandons, cancels or neglects the Application, or if the Applicant is unable to find buyers willing to purchase the bond issue requested, or if the Applicant is unable to facilitate the sale/leaseback or lease/leaseback transaction, then, upon presentation of an invoice, the Applicant shall pay to the Agency, its agents or assigns, all costs incurred by the Agency in the processing of the Application, including attorneys' fees, if any. H. FOIL. The Applicant acknowledges that the Agency is subject to New York State s Freedom of Information Law (FOIL). Applicant understands that all Project information and records related to this application are potentially subject to disclosure under FOIL subject to limited statutory exclusions. I. Financial Review. The Applicant acknowledges that the Agency shall undertake an assessment of all material information included in connection with the Application for Financial Assistance as necessary to afford a reasonable basis for the decision by the Agency to provide Financial Assistance for the Project, including, but not limited to qualification of the proposed project under the GML (including any retail analysis, as applicable), conducting a full application review, review of applicant financial history and project pro-formas, and consideration of all local development priorities. 149

150 150

151 NEW YORK STATE FINANCIAL REPORTING REQUIREMENTS FOR INDUSTRIAL DEVELOPMENT AGENCIES Please be advised that the New York General Municipal Law imposes certain reporting requirements on IDAs and recipients of IDA financial assistance. Of particular importance to IDA applicants is Section 859 (copy attached). This section requires IDAs to transmit financial statements within 90 days following the end of an Agency s fiscal year ending December 31, prepared by an independent, certified public accountant, to the New York State Comptroller, the Commissioner of the New York State Department of Economic Development. These audited financial statements shall include supplemental schedules listing the following information: 1. All straight-lease ( sale-leaseback ) transactions and whether or not they are obligations of the Agency. 2. All bonds and notes issued, outstanding or retired during the period and whether or not they are obligations of the Agency. 3. All new bond issues shall be listed and for each new bond issue, the following information is required: a. Name of the project financed with the bond proceeds. b. Whether the project occupant is a not-for-profit corporation. c. Name and address of each owner of the project. d. The estimated amount of tax exemptions authorized for each project. e. Purpose for which the bond was issued. f. Bond interest rate at issuance and, if variable, the range of interest rates applicable. g. Bond maturity date. h. Federal tax status of the bond issue. i. Estimate of the number of jobs created and retained for the project. 4. All new straight lease transactions shall be listed and for each new straight lease transaction, the following information is required: a. Name of the project. b. Whether the project occupant is a not-for-profit corporation. c. Name and address of each owner of the project. d. The estimated amount of tax exemptions authorized for each project. e. Purpose for which each transaction was made. f. Method of financial assistance utilized for each project, other than the tax exemptions claimed by the project. g. Estimate of the number of jobs created and retained for the project. Please sign below to indicate that you have read and understood the above. Name: Chase Weir Title: Manager Company: Sun 8 PDC LLC Date: 03/17/

152 ATTACHMENT A TO, I. APPLICATION INFORMATION THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY SUBJECT: APPLICATION FOR INCENTIVES SUN8 PDC LLC ( SUN8 ) requests a PILOT agreement through the IDA for thirty years for the construction and operation of community solar projects. The PILOT agreement will make the community solar projects economically viable, providing predictable property tax liability to the solar projects and predictable revenue streams to the taxing jurisdictions. 152

153 ATTACHMENT B TO, THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY III. PROJECT DESCRIPTION AND DETAILS SUBJECT: APPLICATION FOR INCENTIVES If yes, describe the reasons why the agency s financial assistance is necessary and the effect the project will have on the applicant s business or operation. Focus on competitiveness issue, project shortfalls etc.: The IDA s assistance is imperative for SUN8 s project to be economically feasible. Solar projects are exempt from paying real property taxes under Sec 487 at the State and Local level unless a local taxing jurisdiction opts out of the property tax exemption. If local jurisdictions were to opt out of the property tax exemption, or do not accept a PILOT agreement, solar projects would be unable to be built within viability in that jurisdiction. The abnormally high assessments by conventional practice and variability of assessed amounts creates financial uncertainty for solar projects. Conventional assessments would not allow the projects to offer financial savings to electricity consumers savings that otherwise would benefit the residents of region. 153

154 ATTACHMENT C TO, THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY III. PROJECT DESCRIPTION AND DETAILS SUBJECT: APPLICATION FOR INCENTIVES If the applicant is unable to obtain financial assistance for the Project, what will be the impact on the county/city/town/village? In the absence of the PILOT agreement, the projects cannot be built. The PILOT agreements, after abatements, still bring sizable revenue to the local taxing jurisdictions, incrementally over property taxes on the lands. Projects will offer cheaper energy to electricity consumers, creating financial savings (usually 10% discount on their bills) if the projects are not built, consumers will not be offered any financial savings. Solar projects pay for grid upgrades as a part of the NYSEG s costs to provide service. These costs for upgrades are removed from the rate-payers burden as they are paid for by the project. If the projects are not built, those costs may fall on the rate-payers eventually. Solar projects generate clean energy, displacing fossil fuels. If the projects are not constructed, the continued use of fossil fuels will significantly add to the environmental burden to be borne by coming generations. 154

155 ATTACHMENT D TO, THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY III. PROJECT DESCRIPTION AND DETAILS SUBJECT: APPLICATION FOR INCENTIVES Describe what green building practices you plan to use: SUN8 works to be environmentally responsible and resource-efficient throughout a project s life cycle: from siting to design, construction, operation, maintenance, and decommission. Our community solar projects enable customers to purchase solar power who are otherwise unable or prefer not to have solar installed on their roofs. Throughout construction and operations, the materials used are non-toxic, reusable, and/or recyclable. The projects will not produce any emissions, light or sound pollution. The modular equipment to be used is easy to install and easy to remove - helping to achieve the goal to minimize any waste created during construction and decommissioning. Environmental reviews and studies are conducted before the construction phase. All materials will be dismantled and recycled during the decommissioning phase. Furthermore, during project operations, SUN8 has enjoyed utilizing green methods for maintaining landscaping around solar panels. Since 2014, sheep have been utilized as a landscaping resource ( lamb-scaping, ) around SUN8 s Snyder Rd Solar Farm next to the Tompkins County Airport. This is a greener option than gas or electric powered landscaping machinery. Projects are not built on any environmentally sensitive land and are designed to avoid harming any endangered species. Throughout the entire life of the project, we aim to leave the land in its original state as it was before construction. 155

156 ATTACHMENT E TO, THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY SUBJECT: APPLICATION FOR INCENTIVES IX. OTHER Do you have anything else you would like to tell the TCIDA regarding the project? SUN8 PDC LLC aims to provide clean, renewable energy to Tompkins County and the surrounding area. In addition, the project will bring the following benefits in terms of jobs and output (based on the PV-JEDI model developed by the National Renewable Energy Laboratory. Expect >200 construction jobs for 6+ months to be created on all our proposed projects in Dryden. >75 for this project alone. Local sheep farmers will be able to house sheep at on the same property increasing local farming output (2 sheep per acre = 150 sheep at this site) The potential financial savings to electricity consumers over 30 years is $4.6MM. This translates into $18.68MM of economic impact in the region (using a multiple of 4 for marginal propensity to consume). The lease income from this project over 30 years is approximately $2.25MM. This income when reinvested in the community, represents $9MM in economic impact (using a multiple of 4 for marginal propensity to consume). The PILOT payments in aggregate represent $3.34MM in revenue to the local taxing jurisdictions over 30 years. The societal benefit of generating clean energy (displacing fossil fuel) calculated using data provided by the NY Public Service Commission is $10MM. A PILOT Agreement through the TCIDA would play a significant role in encouraging economic development in the area, and promoting this clean source of energy. 156

157 Tompkins County Industrial Development Agency Administration provided by TCAD SUN8PDC Solar (Turkey Hill Rd.) Community Benefits Overview 4/13/17 Project Overview SUN8PDC, a subsidiary of Distributed Sun, is proposing a 18 MW community solar array on approximately 125 acres on and near Turkey Hill Road in the Town of Dryden. The developer will offer clean, renewable power at a 10% discount over existing utility rates. The $29 million project would generate enough electricity to power the equivalent of more than 4,000 average homes. The project has submitted applications and is in the process of securing a special use permit, subdivision approval, and SEQR with the Town of Dryden. The Town of Dryden submitted a letter of endorsement for both SUN8PDC projects (Dryden Rd. and Turkey Hill Rd.) however, they have requested that the IDA consider reducing the share of taxes the county would receive and increasing the share of taxes the Town would receive under the PILOT. If the IDA were to contemplate this request, it would require approval (via a resolution) from the affected taxing jurisdictions. The applicant is requesting a 30-year PILOT amount of $8,000 per megawatt with a 1% annual increase. The proposed IDA policy is a 20-year PILOT amount of $8,000 per megawatt with a 2% annual increase. The applicant is also requesting an abatement of the local share of sales tax. The equipment is exempt from state sales tax. A sales tax abatement is consistent with the proposed IDA solar policy. The applicant is also requesting a reduction in fees, from 1% to ½% of project costs, which is consistent with the proposed IDA solar policy. Cost-Benefit Analysis Extent to which project would create and/or retain private sector jobs No direct jobs on-site. Estimated value of tax exemption The project would not be financially feasible if it were subject to taxation based on the full value of the improvements. Estimate of private sector investment to be generated by the project $29,075,776 Likelihood of completing project in a timely manner Distributed Sun has developed a number of solar projects in nine states, including New York. The company developed a solar array for Cornell near the Ithaca-Tompkins Regional Airport. The company has a successful track record at securing financing and building projects. The project will take six months to complete once approvals are secured this spring. Extent to which project would generate additional sources of revenue for local taxing jurisdictions The applicant requested 30-year abatement would yield $5,009,024 in new tax payments, with approximately $370,000 going to the Town. Other benefits that might result from the project: - Financial savings to electricity customers (10% below current prices with a 2% annual increase thereafter). 401 East MLK Jr. Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

158 Tompkins County Industrial Development Agency - Upgrades to the electrical grid that might otherwise be subject to payment by NYSEG ratepayers. - Clean energy generation to meet State and County goals. - Increased farming output for local sheep farmers Sheep will graze the land in place of chemicals and electric powered landscaping machinery construction jobs (for 6 months). - The societal benefit of generating clean energy (displacing fossil fuel) calculated using date provided by the NY Public Service Commission is $20 million. 401 East MLK Jr. Street, Suite 402B, Ithaca, New York phone: (607) fax: (607)

159 Tompkins County Industrial Development Agency / Tompkins County Development Corporation Application for Incentives Date: 3/13/2017 I. APPLICANT INFORMATION (company receiving benefit) Name of Company/Applicant: SUN8 PDC LLC Owner: SUNEIGHT HOLDCO, LLC Address: th Street, NW, Suite 450 South Washing City: ton State: DC Zip: Primary Contact (First, Last): Bharath Srinivasan bharath@distributedsun.co Phone: (978) m Fax: (202) If a separate company will hold title to/own the property, please provide the name and contact information for that entity: Name of (Holding) Company: Owner: Cornell University, Attn: Real Estate Dept Address: 15 Thornwood Drive City: Ithaca State: NY Zip: Primary Contact (First, Last): Christine Hass Phone: (607) crm1@cornell.edu Fax: ( ) - Describe the terms and conditions of the lease between the applicant and the owner of the property: Property is under site control through a letter agremeent to pursue a twenty-five year lease with two fiveyear extensions at the option of SUN8 PDC LLC. SUN8 will be responsible for all costs of development, construction & operation of the solar arrays on the property, including any property taxes attributed to the solar arrays. Select the type of incentives being requested (select all that apply): Tax-Exempt Bonds Taxable Bonds Real Property Tax Exemption Standard Tax Exemption (7-year) Other (attach justification) CIITAP: 7-year CIITAP: 10-year (requires determination of financial need see CIITAP for details) Sales Tax Exemption Mortgage Recording Tax Exemption 159

160 Applicant Attorney: Mariette Geldenhuys Address: 401 East State Street, Suite 306 City: Ithaca State: NY Zip: Primary Contact (if different from above:): Phone: (607) m Fax: (607) Applicant Accountant: Ranjani Sridharan Address: th Street, NW, Suite 450 South Washingt City: on State: DC Zip: Primary Contact (if different from above:): Phone: (202) ranjani@distributedsun.co m Fax: (202) Applicant Engineer/Architect (if known): Labella Associates, D.P.C Address: 105 N. Tioga Street, City: Ithaca State: NY Zip: Primary Contact (if different from above:): Dan Walker Phone: (607) dwalker@labellapc.com Fax: ( ) - Applicant Contractor (if known): Address: City: State: Zip: Primary Contact (if different from above:): Phone: ( ) - Fax: ( ) - II. BUSINESS HISTORY Year company was founded: 2016 NAICS Code: Type of ownership (i.e. C-Corp, LLC): LLC Describe in detail company background, products, customers, goods and services: SUN8 PDC LLC is a owned subsidiary of Distributed Sun, LLC. The sole purpose of SUN8 PDC LLC is the development, construction and operation of a New York-based community solar project portfolio. Community solar projects are solar arrays that can provide savings to electricity consumers via bill credits. Distributed Sun is an integrated finance and development solar company - Formed in 2009, we are primarily focused on building and owning commercial solar projects. We also own and operate solar assets in 9 different states, including NY. SUN8 is offering residential customers within the NYSEG and National Grid service territory the opportunity to buy clean energy from our solar projects, without the need to build or own a solar facility on their roof or property. More detail in Attachment A. 160

161 Major Customers: SUN8 is in the process of signing up customers to sell energy from our community solar projects Major Suppliers: Solar Component Manufacturers: To be detemined as a part of final engineering (Panel, Racking, Inverters etc.) Has your business every received incentives tied to job creation? Yes No If yes, please describe: Were the goals met? Yes No If no, why were the goals not met? Annual sales to customers in Tompkins County: $580,794 (this represents a portion of electricity sales expected within Tompkins County) Percent of annual sales subject to local sales tax: 100% Value of annual supplies, raw materials and vendor services are that purchased from firms in Tompkins County: $ III. PROJECT DESCRIPTION AND DETAILS Project Location (all addresses and tax parcels): Mt. Pleasant Road Dryden Rd Stevenson Rd Stevenson Rd Dodge Rd Turkey Hill Road Turkey Hill Road Above mentioned parcels will be sub-divided further to host one 2MWac project on each tax parcel, per NY PSC regulations. Subdivision is being pursued as a part of the Special Use Permit. The exact acreage of the parcels after subdivision will be ascertained after the Special Use Permit is granted by the Town of Dryden. Property Size (acres): existing: proposed: Building Size (square feet): existing: N/A proposed: approx. 125 acres after subdivision from parent parcels approx 125 acres for solar arrays Proposed Dates: start: 5/31/2017 end: 11/30/

162 Please provide a narrative of the Project and the purpose of the Project (new build, renovations, and/or equipment purchases, etc.). Identify specific uses occurring within the Project. Describe any and all tenants and end users: The purpose of the project is the new construction and operation of 18 MWac of community solar projects across 125 acres to generate clean electricity to be sold to residential & commerical customers. SUN8 PDC LLC has a letter agreement with Cornell University to pursue a 25-year lease with two 5-year extensions at SUN8's option. The installed community solar projects would generate enough electricity to power the equivalent of more than 4,000 average New York homes. Trees will be cleared, where needed, to remove shading. PV modules will be installed on metal racks or tables with driver/screwed in foundations. Concrete pads of approximately 15' by 20' in size (for the installation of electrical equipment to connect to the utility), eight-foot chain link fence, and internal project roads will also be installed. This project is enabled by the New York Public Service Commission's ruling on Community Distributed Generation and helps the State to achieve the Reforming the Energy Vision goal of 50% clean energy by SUN8 intends to offer a 10% discount from the prevailing retail rate to subscribers with such selling price to escalate at 2% per year. Due to the predictable generation from solar photovoltaic panels, the feasibility of community solar farms is dependent on having a high level of certainty and predictability in expenses, including tax liability. Is there a likelihood that the Project would not be undertaken but for the financial assistance provided by the Agency? Yes No If yes, describe the reasons why the Agency s financial assistance is necessary and the effect the Project will have on the Applicant s business or operations. Focus on competitiveness issues, project shortfalls, etc.: See Attachment B If no, provide a narrative indicating why the Project should be undertaken by the Agency: If the Applicant is unable to obtain financial assistance for the Project what will be the impact on the County/City/Town/Village? See Attachment C Describe what green building practices you plan to use: See Attachment D 162

163 Will this project result in a regular increase in overnight visitors to your facility (e.g. for training programs)? Yes No If yes, number of visitors per year: Average duration of stays (days): N/A N/A Occupancy Select Project type for all end users at Project site (select all that apply): Industrial Service*, ** Acquisition of existing facility Back office Housing Mixed use Multi-tenant Facility for aging Commercial Civic facility (not for profit) Retail*, ** Other * For Purposes of this question, the term retail sales means (1) sales by a registered vendor under Article 28 of the Tax Law of New York (the Tax Law ) primarily engaged in the retail sale of tangible personal property (as defined in Section 1101(b)(4)(i) of the Tax Law, or (2) sales of a service to customers who personally visit the project location. ** If Applicant checked retail or service, complete the Retail Questionnaire contained in Section X. List the name(s), nature of business of proposed tenant(s), and percentage of total square footage to be used for each tenant (additional sheets may be attached, if necessary): Business Nature of Business % of total square footage IV. PROJECT COSTS AND FINANCING Project Costs Amount ($) Land and/or Building Acquisition: acres square feet $ New Building Construction: N/A square feet $N/A Building Addition(s): N/A square feet $N/A Infrastructure Work: $N/A Reconstruction/Renovation: N/A square feet $N/A Manufacturing Equipment: $13,672,800 Non-Manufacturing Equipment (furniture, fixtures, etc.): $N/A Soft Costs (professional services, etc.): $816,064 Other (Specify): Labor Costs and Sales Taxes $14,586,912 TOTAL: $29,075,

164 Have any of the above costs been paid or incurred as of the date of this application? Yes No If yes, describe particulars: Costs for development, site investigations, environmental reviews & engineering to seek subdivion & Special Use Permit from the Town of Dryden = $150,000. Additionally $1,100,000 = cost of interconnection down payment previously required by utility under the new regulations approved by the NY-PSC to retain the project's active development status. Sources of Funds for Project Costs Bank Financing $0 Equity $29,075,776 Tax Exempt Bond Issuance (if applicable) Taxable Bond Issuance (if applicable) Public Sources (Include sum total of all state and federal grants and tax credits) (First milestone payment from NYSERDA is received at commercial operation date but funded from equity during construction and received from NYSERDA after completion of construction) Identify each State and federal grant/credit: NYSERDA MW Block Program (at COD) $2,823,907 $ $ $N/A $N/A $2,823,907 Total sources of funds for Project costs: $29,075,776 Project refinancing of existing debt only (estimated): $ Amount of anticipated financing from a lending institution: $ Note: The applicant must inform the TCIDA/TCDC at the time of issuance of commitment letter if the financing will exceed the amount stated here. V. VALUE OF INCENTIVES Property Tax Exemption: (Agency staff will fill out property tax exemption information based on information submitted by the applicant). Assumptions: $ Value of increase in assessment 4% Annual increase in assessment and tax rate New taxes paid: $ Taxes Abated: $ Year County School City/Town Village Total County School City/Town Village Total

165 7 Totals If the applicant is requesting incentives that are greater than the Agency s Standard Tax Exemption (7 years), please provide a description of the incentive and a justification: A thirty-year PILOT is proposed with a payment of $8,000 per MWac in year one with a 1% increase each year. Payment amount: $8,000 per MWac x 18 MWac = $144,000 per year Total payment amounts over 30 years = $5,009,024 SUN8 requests a lower IDA fee for the PILOT agreement of 0.5% instead of 1%. Solar projects, on an inflation adjusted basis, have a flat revenue stream. Securing a 30-year PILOT is necessary to limit or predict the property tax liability for the projects. PILOT agreements also allow the taxing jurisdictions to accurately forecast the revenue they would receive from the projects. The landowner will continue paying any applicable property taxes on the land. Any PILOT agreement for the project would provide incremental revenue to the taxing jurisdictions. Sales and Use Tax Benefit: Gross amount of costs for goods and services that are subject to State and local sales and use tax said amount to benefit from the Agency s sales and use tax exemption benefit: $ 13,672,800 Estimated State and local sales and use tax benefit (product of sales and use tax amount as indicated above multiplied by 8%) (at a 4% tax rate, net of state exemption) $ 546,912 Note: The estimate provided above will be provided to the New York State Department of Taxation and Finance and represents the maximum amount of sales and use tax benefit that the Agency may authorize with respect to the application. Mortgage Recording Tax Benefit: Mortgage Amount (include construction/permanent/bridge financing/refinancing): $ Estimated mortgage recording tax exemption benefit (product of mortgage amount as indicated above multiplied by.0025%): $ Complete for bond applicants only: (Projected 25 year borrowing term) Without Bonds With Bonds First Year Debt Service $N/A $N/A Total Debt Service $N/A $N/A Percentage of Project costs financed from public sector: A. Total Project Cost $29,075,776 B. Estimated Value of PILOT $n/a C. Estimated Value of Sales Tax Incentive $546,

166 D. Estimated Value of Mortgage Tax Incentive $0 E. Total Other Public Incentives $2,823,907 (tax credits, grants, ESD incentives, etc.) Calculation of percentage of Project costs financed from public sector: 11.59% (Total B + C + D + E above / Total Project Cost) VI. EMPLOYMENT INFORMATION Note: Annual employment reporting will be required during the course of the abatement. Describe the benefits you offer to your employees: These projects will not have any direct or onsite employees during the operation of the project. There will be contracted Operations & Maintanance personnel who would visit the projects sites four-six times a year, to perform any repairs or maintanance work required. Describe the internal training and advancement opportunities you offer to your employees: N/A 166

167 Employment Plan Occupation in Company Professional Current (Retained) Permanent Full Time Jobs Average Annual Salary Ranges/ Hourly Wage N/A Projected New Permanent Full-Time Jobs Number of Employees Year 1 Year 2 Year 3 Total New Jobs Clerical Sales Services N/A N/A N/A Construction N/A Manufacturing High Skilled Medium Skilled Basic Skilled N/A N/A N/A N/A Other (describe) Total What percentage of your current positions are occupied by women? N/A % What percentage of your current positions are occupied by minorities? N/A % Estimated percentage of new hires who would be unemployed at time of hire: N/A% Estimate the number of residents of the labor market area in which the Project is located that will fill the projected new jobs to be created. (The Agency defines the labor market area as Tompkins County and the contiguous counties; Cayuga, Seneca, Schuyler, Chemung, Tioga, and Cortland Counties) Are you willing to pay a livable wage, as defined by the Alternatives Federal Credit union (AFCU) of Ithaca, NY ( to all employees for the duration of the abatements? Yes No If no, estimate the percentage of the current workforce whose wages meet or exceed the livable wage, as defined by AFCU. % 167

168 Please describe your strategy for ensuring diversity in hiring: N/A - (We contract professional contractors only.) VII. CONSTRUCTION LABOR Note: Applicants will be required to comply with the Agency s Local Labor Utilization Policy. Will you use contractors who: Have a certified apprenticeship program Yes % No Pay a prevailing wage Yes % No Use local labor Yes % No VIII. ENVIRONMENTAL REVIEW AND PERMITTING Environmental Assessment Form Short Form Long Form Submitted to: Ray Burger, Director of Planning Agency Name: Town Board, Town of Dryden Agency Address: 93 E Main St. City: Dryden State: NY Zip: Date of submission: 2/20/2017 Status of submission: Under review by Town Board The Applicant must comply with the State Environmental Quality Review Act (SEQRA) before the Agency can vote on proposed financial incentives. It is the applicant s responsibility to provide a copy of the SEQRA determination by another entity. Permits: Describe other permits required and status of approval process. Permit Status 1. Special Use Permit Under review by Town Board 2. Building Permit Subject to approval of Special Use Permit, PILOT agreement and payment of fee. 3. Subdivision Under review by Dryden Planning Dept

169 IX. OTHER Do you have anything else you would like to tell the TCIDA regarding this project? See Attachment E X. RETAIL QUESTIONNAIRE (Fill out if end users are retail or service as identified in Section III) To ensure compliance with Section 862 of the New York General Municipal Law, the Agency requires additional information if the proposed Project is one where customers personally visit the project site to undertake either a retail sale transaction or to purchase services. A. Will any portion of the Project (including that portion of the cost to be financed from equity or other sources) consist of facilities or property that are or will be primarily used in making sales of goods or services to customers who personally visit the project site? If yes, please continue. If no, do not complete the remainder of the retail questionnaire and proceed to the next section of the application. For Purposes of this question, the term retail sales means (1) sales by a registered vendor under Article 28 of the Tax Law of New York (the Tax Law ) primarily engaged in the retail sale of tangible personal property (as defined in Section 1101(b)(4)(i) of the Tax Law, or (2) sales of a service to customers who personally visit the project location. B. What percentage of the cost of the Project will be expended on such facilities or property primarily used in making sales of goods or services to customers who personally visit the Project? % If the answer is less than 33.33% do not complete the remainder of the retail determination and proceed to the next section of the application. If the answer to Question A is Yes AND the answer to Question B is greater than 33.33%, indicate which of the following questions below apply to the Project: 1. Will the Project be operated by a not-for-profit corporation? Yes No 2. Is the Project location or facility likely to attract a significant number of visitors from outside Tompkins County? If yes, please provide a third party market analysis or other documentation supporting your response. 3. Will the Project make available goods or services which are not currently reasonably accessible to the residents of the municipality within which the proposed Project would be located? If yes, please provide a third party market analysis or other documentation supporting your response. Yes Yes Yes No No No 4. Will the Project preserve permanent, private sector jobs or increase the overall number of permanent, private sector jobs in the State of New York? If yes, explain: Yes No 169

170 XI. INTER-MUNICIPAL MOVE DETERMINATION The Agency is required by State law to make a determination that, if completion of a Project benefiting from the Agency financial assistance results in the removal of an industrial or manufacturing plant of the Project occupant from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of the project occupant located within the State, Agency financial assistance is required to prevent the Project occupant from relocating out of the State, or is reasonably necessary to preserve the Project occupant s competitive position in its respective industry. Will the Project result in the removal of an industrial or manufacturing plant of the Project occupant from one area of the state to another area of the State? Will the Project result in the abandonment of one or more plants or facilities of the Project occupant located within the State? Yes Yes No No If yes to either question explain how notwithstanding the aforementioned closing or activity reduction the Agency s financial assistance is required to prevent the Project from relocating out of the State or is reasonably necessary to preserve the Project occupant s competitive position in its respective industry: Does the Project involve relocation or consolidation of a Project occupant from another municipality: Within New York State: Yes No Within County/City/Town/Village: Yes No If yes to either question above, please explain: 170

171 REPRESENTATIONS, CERTIFICATIONS AND INDEMNIFICATION Chase Weir(name of CEO or other authorized representative of Applicant) confirms and says that he/she is the Manager (title) of SUN8 PDC LLC (name of corporation or other entity) named in the attached Application (the Applicant ), that he/she has read the foregoing Application and knows the contents thereof, and hereby represents, understands, and otherwise agrees with the Agency and as follows: A. Job Listings. In accordance with Section 858-b(2) of the New York General Municipal Law, the applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, except as otherwise provided by collective bargaining agreements, new employment opportunities created as a result of the proposed Project must be listed with the New York State Department of Labor Community Services Division (the DOL) and with the administrative entity (collectively with the DOL, the JTPA Entitle) of the service delivery area created by the Federal Job Training Partnership Act (Public Law ) (JTPA) in which the proposed Project is located. B. First Consideration for Employment. In accordance with Section 858-b(2) of the General Municipal Law, the applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, except as otherwise provided by collective bargaining agreements, where practicable, the applicant must first consider persons eligible to participate in JTPA programs who shall be referred by the JTPA Entities for new employment opportunities created as a result of the proposed Project. C. Employment Reports. The Applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, the Applicant agrees to file, or cause to be filed, with the Agency, at least annually or as otherwise required by the Agency, reports regarding the number of people employed at the project site, salary levels, contractor utilization, local construction labor utilization and such other information (collectively, Employment Reports ) that may be required from time to time on such appropriate forms as designated by the Agency. Failure to provide Employment Reports within 30 days of an Agency request shall be an Event of Default under the PILOT Agreement between the Agency and Applicant and, if applicable, an Event of Default under the Project Agreement between the Agency and Applicant. D. Labor Utilization Reporting. The Applicant understands and agrees that, if the proposed Project receives any Financial Assistance from the Agency, the Applicant agrees to comply with the Labor Utilization Policy, which requires providing documentation that construction bids were solicited from local firms and monthly construction labor reporting as outlined in the Policy. E. Hold Harmless Provision. The Applicant acknowledges and agrees that the Applicant shall be and is responsible for all costs of the Agency incurred in connection with any actions required to be taken by the Agency in furtherance of the Application including the Agency s costs of general counsel and/or the Agency s bond/transaction counsel whether or not the Application, the proposed Project it describes, the attendant negotiations, or the issue of bonds or other transaction or agreement are ultimately ever carried to successful conclusion and agrees that the Agency shall not be liable for and agrees to indemnify, defend, and hold the Agency harmless from and against any and all liability arising from or expense incurred by: (i) the Agency's examination and processing of, and action pursuant to or upon, the attached Application, regardless of whether or not the Application or the Project described therein or the tax exemptions and other assistance requested therein are favorably acted upon by the Agency, (ii) the Agency's acquisition, construction and/or installation of the Project described therein and (iii) any further action taken by the Agency with respect to the Project; including without limiting the generality of the foregoing, all causes of action and attorneys' fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. 171

172 F. Sales Tax. In accordance with Section 874(8) of the General Municipal Law, the Applicant understands and agrees that, if the proposed Project receives any sales tax exemptions as part of the Financial Assistance from the Agency, in accordance with Section 874(8) of the General Municipal Law, the applicant agrees to file, or cause to be filed, with the New York State Department of Taxation and Finance, the annual form prescribed by the Department of Taxation and Finance, describing the value of all sales tax exemptions claimed by the applicant and all consultants or subcontractors retained by the applicant. Copies of all filings shall be provided to the Agency. Applicant hereby understands and agrees, in accordance with Section 875(3) of the New York General Municipal Law and the policies of the Agency that any New York State and local sales and use tax exemption claimed by the Applicant and approved by the Agency in connection with the Project, may be subject to recapture and/or termination by the Agency under such terms and conditions as will be established by the Agency and set forth in transaction documents to be entered into by and between the Agency and the Applicant. G. Fees. By executing and submitting this Application, the applicant covenants and agrees to pay the following fees: (i) An Administrative Fee in accordance with the Administrative Fee Policy effective as of the date of this application, to be paid at transaction closing (unless otherwise outlined in the Project Agreement or authorizing resolution). This fee will be equal to 1% of the total value of expenses that are positively impacted by the Agency incentives. The Agency may reduce the administrative fees from 1% to.50% of project costs if the total project cost is less than $1 million. For total project costs greater than $1 million but less than $2 million, the fees may be reduced from 1% to.75% of project costs; (ii) All fees, costs and expenses incurred by the Agency for (1) legal services, including but not limited to those provided by the Agency s general counsel or bond/transaction counsel, and (2) other consultants retained by the Agency in connection with the proposed Project; with all such charges to be paid by the Applicant at the closing or, if the closing does not occur, within ten (10) business days of receipt of the Agency s invoices therefore please note that the Applicant is entitled to receive a written estimate of fees and costs of the Agency s bond/transaction counsel; (iii) The cost incurred by the Agency and paid by the Applicant, including bond/transaction counsel and the Agency s general counsel s fees and the processing fees, may be considered as a cost of the Project and included in the financing of costs of the proposed Project, except as limited by the applicable provisions of the Internal Revenue Code with respect to tax-exempt bond financing. If the Applicant fails to conclude or consummate necessary negotiations, or fails, within a reasonable or specified period of time, to take reasonable, proper or requested action, or withdraws, abandons, cancels or neglects the Application, or if the Applicant is unable to find buyers willing to purchase the bond issue requested, or if the Applicant is unable to facilitate the sale/leaseback or lease/leaseback transaction, then, upon presentation of an invoice, the Applicant shall pay to the Agency, its agents or assigns, all costs incurred by the Agency in the processing of the Application, including attorneys' fees, if any. H. FOIL. The Applicant acknowledges that the Agency is subject to New York State s Freedom of Information Law (FOIL). Applicant understands that all Project information and records related to this application are potentially subject to disclosure under FOIL subject to limited statutory exclusions. I. Financial Review. The Applicant acknowledges that the Agency shall undertake an assessment of all material information included in connection with the Application for Financial Assistance as necessary to afford a reasonable basis for the decision by the Agency to provide Financial Assistance for the Project, including, but not limited to qualification of the proposed project under the GML (including any retail analysis, as applicable), conducting a full application review, review of applicant financial history and project pro-formas, and consideration of all local development priorities. 172

173 173

174 NEW YORK STATE FINANCIAL REPORTING REQUIREMENTS FOR INDUSTRIAL DEVELOPMENT AGENCIES Please be advised that the New York General Municipal Law imposes certain reporting requirements on IDAs and recipients of IDA financial assistance. Of particular importance to IDA applicants is Section 859 (copy attached). This section requires IDAs to transmit financial statements within 90 days following the end of an Agency s fiscal year ending December 31, prepared by an independent, certified public accountant, to the New York State Comptroller, the Commissioner of the New York State Department of Economic Development. These audited financial statements shall include supplemental schedules listing the following information: 1. All straight-lease ( sale-leaseback ) transactions and whether or not they are obligations of the Agency. 2. All bonds and notes issued, outstanding or retired during the period and whether or not they are obligations of the Agency. 3. All new bond issues shall be listed and for each new bond issue, the following information is required: a. Name of the project financed with the bond proceeds. b. Whether the project occupant is a not-for-profit corporation. c. Name and address of each owner of the project. d. The estimated amount of tax exemptions authorized for each project. e. Purpose for which the bond was issued. f. Bond interest rate at issuance and, if variable, the range of interest rates applicable. g. Bond maturity date. h. Federal tax status of the bond issue. i. Estimate of the number of jobs created and retained for the project. 4. All new straight lease transactions shall be listed and for each new straight lease transaction, the following information is required: a. Name of the project. b. Whether the project occupant is a not-for-profit corporation. c. Name and address of each owner of the project. d. The estimated amount of tax exemptions authorized for each project. e. Purpose for which each transaction was made. f. Method of financial assistance utilized for each project, other than the tax exemptions claimed by the project. g. Estimate of the number of jobs created and retained for the project. Please sign below to indicate that you have read and understood the above. Name: Chase Weir Title: Manager Company: Sun 8 PDC LLC Date: 03/17/

175 ATTACHMENT A TO, I. APPLICATION INFORMATION THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY SUBJECT: APPLICATION FOR INCENTIVES SUN8 PDC LLC ( SUN8 ) requests a PILOT agreement through the IDA for thirty years for the construction and operation of community solar projects. The PILOT agreement will make the community solar projects economically viable, providing predictable property tax liability to the solar projects and predictable revenue streams to the taxing jurisdictions. 175

176 ATTACHMENT B TO, THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY III. PROJECT DESCRIPTION AND DETAILS SUBJECT: APPLICATION FOR INCENTIVES If yes, describe the reasons why the agency s financial assistance is necessary and the effect the project will have on the applicant s business or operation. Focus on competitiveness issue, project shortfalls etc.: The IDA s assistance is imperative for SUN8 s project to be economically feasible. Solar projects are exempt from paying real property taxes under Sec 487 at the State and Local level unless a local taxing jurisdiction opts out of the property tax exemption. If local jurisdictions were to opt out of the property tax exemption, or do not accept a PILOT agreement, solar projects would be unable to be built within viability in that jurisdiction. The abnormally high assessments by conventional practice and variability of assessed amounts creates financial uncertainty for solar projects. Conventional assessments would not allow the projects to offer financial savings to electricity consumers savings that otherwise would benefit the residents of region. 176

177 ATTACHMENT C TO, THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY III. PROJECT DESCRIPTION AND DETAILS SUBJECT: APPLICATION FOR INCENTIVES If the applicant is unable to obtain financial assistance for the Project, what will be the impact on the county/city/town/village? In the absence of the PILOT agreement, the projects cannot be built. The PILOT agreements, after abatements, still bring sizable revenue to the local taxing jurisdictions, incrementally over property taxes on the lands. Projects will offer cheaper energy to electricity consumers, creating financial savings (usually 10% discount on their bills) if the projects are not built, consumers will not be offered any financial savings. Solar projects pay for grid upgrades as a part of the NYSEG s costs to provide service. These costs for upgrades are removed from the rate-payers burden as they are paid for by the project. If the projects are not built, those costs may fall on the rate-payers eventually. Solar projects generate clean energy, displacing fossil fuels. If the projects are not constructed, the continued use of fossil fuels will significantly add to the environmental burden to be borne by coming generations. 177

178 ATTACHMENT D TO, THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY III. PROJECT DESCRIPTION AND DETAILS SUBJECT: APPLICATION FOR INCENTIVES Describe what green building practices you plan to use: SUN8 works to be environmentally responsible and resource-efficient throughout a project s life cycle: from siting to design, construction, operation, maintenance, and decommission. Our community solar projects enable customers to purchase solar power who are otherwise unable or prefer not to have solar installed on their roofs. Throughout construction and operations, the materials used are non-toxic, reusable, and/or recyclable. The projects will not produce any emissions, light or sound pollution. The modular equipment to be used is easy to install and easy to remove - helping to achieve the goal to minimize any waste created during construction and decommissioning. Environmental reviews and studies are conducted before the construction phase. All materials will be dismantled and recycled during the decommissioning phase. Furthermore, during project operations, SUN8 has enjoyed utilizing green methods for maintaining landscaping around solar panels. Since 2014, sheep have been utilized as a landscaping resource ( lamb-scaping, ) around SUN8 s Snyder Rd Solar Farm next to the Tompkins County Airport. This is a greener option than gas or electric powered landscaping machinery. Projects are not built on any environmentally sensitive land and are designed to avoid harming any endangered species. Throughout the entire life of the project, we aim to leave the land in its original state as it was before construction. 178

179 ATTACHMENT E TO, THE TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY SUBJECT: APPLICATION FOR INCENTIVES IX. OTHER Do you have anything else you would like to tell the TCIDA regarding the project? SUN8 PDC LLC aims to provide clean, renewable energy to Tompkins County and the surrounding area. In addition, the project will bring the following benefits in terms of jobs and output (based on the PV-JEDI model developed by the National Renewable Energy Laboratory. Expect >200 construction jobs for 6+ months to be created on all our proposed projects in Dryden. >125 for this project alone. Local sheep farmers will be able to house sheep at on the same property increasing local farming output (2 sheep per acre = 250 sheep at this site) The potential financial savings to electricity consumers over 30 years is $9.4MM. This translates into $39.2MM of economic impact in the region (using a multiple of 4 for marginal propensity to consume). The PILOT payments in aggregate represent $5MM in revenue to the local taxing jurisdictions over 30 years. The societal benefit of generating clean energy (displacing fossil fuel) calculated using data provided by the NY Public Service Commission is $20MM. A PILOT Agreement through the TCIDA would play a significant role in encouraging economic development in the area, and promoting this clean source of energy. 179

180 COMMUNICATION WITH THOSE CHARGED WITH GOVERNANCE AT THE CONCLUSION OF THE AUDIT Board of Directors Tompkins County Industrial Development Agency Ithaca, New York We have audited the financial statements of the business-type activities of Tompkins County Industrial Development Agency (the Agency), and its blended component unit, Tompkins County Development Corporation for the year ended December 31, Professional standards require that we provide you with information about our responsibilities under generally accepted auditing standards and Government Auditing Standards, as well as certain information related to the planned scope and timing of our audit. We have communicated such information in our letter to you dated December 16, Professional standards also require that we communicate to you the following information related to our audit. Significant Audit Findings Qualitative Aspects of Accounting Practices Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by the Agency are described in Note 1 to the financial statements. No new accounting policies were adopted and the application of existing policies was not changed during the We noted no transactions entered into by the Agency during the year for which there is a lack of authoritative guidance or consensus. All significant transactions have been recognized in the financial statements in the proper period. Accounting estimates are an integral part of the financial statements prepared by management and are based on management s knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. There were no significant accounting estimates. Certain financial statement disclosures are particularly sensitive because of their significance to financial statement users. The most sensitive disclosure affecting the financial statements was: The disclosure of related parties is presented in Notes 1 and 7 to the financial statements. The financial statement disclosures are neutral, consistent, and clear. Insero & Co. CPAs, LLP Rochester Ithaca Corning Cortland Watkins Glen (800)

181 Difficulties Encountered in Performing the Audit We encountered no significant difficulties in dealing with management in performing and completing our audit. Corrected and Uncorrected Misstatements Professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that are trivial, and communicate them to the appropriate level of management. Management has corrected all such misstatements. The following misstatement detected as a result of audit procedures was corrected by management: administrative fees receivable and fee revenue were understated by $36,146. Disagreements with Management For purposes of this letter, a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditor s report. We are pleased to report that no such disagreements arose during the course of our audit. Management Representations We have requested certain representations from management that are included in the management representation letter dated March 22, Management Consultations with Other Independent Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a second opinion on certain situations. If a consultation involves application of an accounting principle to the Agency s financial statements or a determination of the type of auditor s opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants. Other Audit Findings or Issues We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the Agency s auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention. Other Matters We applied certain limited procedures to the Management s Discussion and Analysis, which is required supplementary information (RSI) that supplements the basic financial statements. Our procedures consisted of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We did not audit the RSI and do not express an opinion or provide any assurance on the RSI

182 We were engaged to report on the Schedules of Indebtedness and Projects, which accompany the financial statements but are not RSI. With respect to this supplementary information, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the financial statements or to the financial statements themselves. Restriction on Use This information is intended solely for the use of the Board of Directors, Audit Committee, and management of Tompkins County Industrial Development Agency and its blended component unit, and is not intended to be and should not be used by anyone other than these specified parties. Respectfully Submitted, Insero & Co. CPAs, LLP Certified Public Accountants Ithaca, New York March 22,

183 MANAGEMENT COMMENT LETTER Board of Directors Tompkins County Industrial Development Agency Ithaca, New York In planning and performing our audit of the financial statements of the business-type activities of Tompkins County Industrial Development Agency (the Agency) and its blended component unit, Tompkins County Development Corporation, as of and for the year ended December 31, 2016, in accordance with auditing standards generally accepted in the United States of America, we considered the Agency s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Agency s internal control. Accordingly, we do not express an opinion on the effectiveness of the Agency s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Agency s financial statements will not be prevented, or detected and corrected, on a timely basis. Our consideration of internal control was for the limited purpose described in the first paragraph and was not designed to identify all deficiencies in internal control that might be material weaknesses. Given these limitations during our audit, we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. During our current year audit, we became aware of a compliance matter. Insero & Co. CPAs, LLP Rochester Ithaca Corning Cortland Watkins Glen (800)

184 OTHER MATTERS Discussion Item Public Authority Accountability Act of Independence At the recommendation of the Agency s attorney and guidance issued by the Authority Budget Office in its Policy Guidance Memorandum 07-01, the Agency amended its by-laws to limit the number of County Legislators from four to three. The County has chosen not to adhere to this amendment and continues to appoint four Legislators. Research by Agency and County attorneys revealed the County is not legally obligated to adhere to the Agency s by-laws, although the County has a history of adopting such changes in the past. Currently, the Agency is not in compliance with the Authority Budget Office Policy Guidance Memorandum This letter does not affect our report dated March 22, 2017 on the basic financial statements of Tompkins County Industrial Development Agency and its blended component unit, Tompkins County Development Corporation. This communication is intended solely for the information and use of management, the Board of Directors, Audit Committee, New York State, and others within the Agency, and is not intended to be and should not be used by anyone other than these specified parties. Respectfully Submitted, Insero & Co. CPAs, LLP Certified Public Accountants Ithaca, New York March 22,

185 TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY FINANCIAL REPORT For the Year Ended December 31,