Tompkins County Industrial Development Agency · 2015-07-01 · Tompkins Trust Company (new...

Tompkins County Industrial Development Agency

401 E. MLK Jr., Street, Suite 402B, Ithaca, New York 14850 • phone: (607) 273-0005 • fax: (607) 273-8964

Administration provided by TCAD

TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY

BOARD OF DIRECTORS MEETING

• Thursday, July 9, 2015 •

4:00 – 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

Tompkins Trust Company HQ – Final Approval Kaida/Global Phoenix Parking Lot – Inducement Resolution Policies and Procedures – Changes Related to Comptroller Audit IDA Jobs Report Follow Up – Memo to be Presented in Executive Session

4. STAFF REPORT 5. APPROVAL OF MEETING MINUTES – June 11, 2015 6. ADJOURNMENT

Next Meeting: August 13, 2015

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401 E MLK Street, Suite 402B, Ithaca, New York 14850 • phone: (607) 273-0005 • fax: (607) 273-8964


Memorandum To: Tompkins County IDA

From: Heather McDaniel, TCAD

Date: July 9, 2015

Re: Tompkins Trust Company Headquarters Determination of Financial Need ___________________________________________________________________________________ The City of Ithaca Community Investment Incentive Tax Abatement Program (CIITAP) allows an applicant to “request an enhanced property tax abatement that begins at 100% in year one and decreases in equal increments over ten (10) years if the applicant can demonstrate financial need as determined by a review by IDA administrative staff of the project pro forma and demonstration of an annual return on investment less than 20% in each of the first five years.” This will not be a development project where there will be a tenant that pays rent that then provides a return on the initial investment to the developer. There is no pro forma and no return on investment. This is an owner-occupied building. As an alternative method to establish financial need, the applicant provided analysis performed by two independent consultants that compared the costs and benefits associated with building downtown and building on a rural site. The analysis specifically considered the following three benchmarks: benefits of consolidating existing operations, overall construction costs, and long term occupancy costs. Consolidating Existing Operations – In both the rural and downtown scenarios, consolidating existing operations will provide significant operating efficiencies for Tompkins Trust Company. However, the net present value of the benefits of building on a rural site were almost 4 times greater than the downtown site. Construction Costs – The cost of building on the downtown site was estimated at $30 per square foot more than building on a rural site and overall, a projected 34.5% increase in construction costs to build downtown. Adding in surface parking on the rural site and garage parking on the downtown site, the costs to build downtown were 57.9% higher on the downtown site than the rural site. This analysis was completed in 2009, so costs will likely be higher today. Long Term Occupancy Costs – The net present value of occupancy costs per year are nearly $5 million higher on the downtown site than those anticipated for a generic rural site. There is a demonstrated financial need as a result of the increase in costs associated with consolidating existing operations, construction, and long term occupancy costs associated with building a new headquarters facility downtown. It is my recommendation that the applicant is eligible for the enhanced abatement.

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INDUCEMENT RESOLUTION:Tompkins Trust Company (new headquarters project)

113-119 and 118 East Seneca Street, City of Ithaca

A regular meeting of the Tompkins County Industrial Development Agency was convened on July9, 2015 at 4:00 p.m.

The following resolution was duly offered and seconded, to wit:

Resolution authorizing the Tompkins County Industrial Development Agency to

(i) take a leasehold interest in real property consisting of two parcels of land alreadyowned by the Company and located at 113-119 and 118 East Seneca Street in the Cityof Ithaca, Tompkins County, New York (currently designated as City of Ithaca taxparcel numbers 70.-2-5 and 61.-5-11), and improvements to be constructed thereon;

(ii) appoint Tompkins Trust Company as its agent to acquire, construct and equipthereon an approximately 110,000-square-foot, seven-story building with one floor ofconsumer retail space (a bank branch and related financial services) and six floors ofoffice space for the Company’s operations and senior leadership teams at 118 EastSeneca Street, and the relocation to 113-119 East Seneca Street of the Company’sdrive-through banking facility currently located at 118 East Seneca Street;

(iii) negotiate and execute a lease agreement, leaseback agreement and relatedpayment-in-lieu-of-tax agreement;

(iv) provide financial assistance to Tompkins Trust Company in the form of

(a) a sales tax exemption for purchases and rentals related to the acquisition,construction and equipping of the project, and

(b) a partial real property tax abatement through the PILOT Agreement; and

(v) execute related documents.

WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York, asamended, and § 895-b of the General Municipal Law of the State of New York, as amended (hereinaftercollectively called the “Act”), TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY(hereinafter called the “Agency”) was created with the authority and power to own, lease and sell propertyfor the purpose of, among other things, acquiring, constructing and equipping civic, industrial, manufacturingand commercial facilities as authorized by the Act; and

WHEREAS, Tompkins Trust Company (hereinafter called the “Company”), for itself or on behalf ofan entity to be formed, desires to acquire, construct and equip upon real property already owned by theCompany at 113-119 and 118 East Seneca Street in the City of Ithaca, Tompkins County, New York(currently designated City of Ithaca tax parcel numbers 70.-2-5 and 61.-5-11) (the “Land”) an approximately100,000-square-foot, seven-story building with one floor of consumer retail space (a bank branch and relatedfinancial services) and six floors of office space for the Company’s operations and senior leadership teams

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at 118 East Seneca Street, and to relocate to 113-119 East Seneca Street the Company’s drive-throughbanking facility currently located at 118 East Seneca Street (hereinafter called the “Project”); and

WHEREAS, pursuant to Article 18-A of the General Municipal Law, the Agency desires to adopt aresolution describing the Project and the financial assistance that the Agency is contemplating with respectto the Project; and

WHEREAS, it is contemplated that the Agency will (i) designate the Company as its agent for thepurpose of acquiring, constructing, and equipping the Project, (ii) negotiate and enter into a lease agreement(the “Lease”), leaseback agreement (the “Leaseback Agreement”) and payment-in-lieu-of-tax agreement (the“PILOT Agreement”) with the Company, (iii) take a leasehold interest in the land and the improvements andpersonal property constituting the Project (once the Leaseback Agreement and PILOT Agreement have beennegotiated), and (iv) provide financial assistance to the Company in the form of (a) a sales and use taxexemption for purchases and rentals related to the acquisition, construction and equipping of the Project, and(b) a partial real property tax abatement through the PILOT Agreement; and

WHEREAS, pursuant to General Municipal Law Section 859-a, at 6:00 p.m. on July 6, 2015 at theTown Hall of the Town of Ithaca, located in the City of Ithaca at 215 North Tioga Street, Ithaca, New York,the Agency held a public hearing with respect to the Project and the proposed financial assistance beingcontemplated by the Agency (the “Public Hearing”) whereat interested parties were provided a reasonableopportunity, both orally and in writing, to present their views. A copy of the minutes of said Public Hearingis attached hereto as Exhibit A; and

WHEREAS, the City of Ithaca Planning and Development Board on June 23, 2015 issued a negativedeclaration (the “SEQR Proceedings”) under Article 8 of the Environmental Conservation Law andRegulations 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 asExhibit B; and

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TOMPKINS COUNTYINDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS:

Section 1. The Company has presented an application in a form acceptable to the Agency. Based uponthe representations made by the Company to the Agency in the Company’s application, the Agency herebyfinds and determines that:

a. By virtue of the Act, the Agency has been vested with all powers necessary and convenientto carry out and effectuate the purposes and provisions of the Act and to exercise all powersgranted to it under the Act; and

b. It is desirable and in the public interest for the Agency to appoint the Company as its agentfor 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

d. The action to be taken by the Agency will induce the Company to develop the Project, therebyincreasing employment opportunities in Tompkins County and otherwise furthering thepurposes 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 manufacturingplant of the Company or any other proposed occupant of the Project from one area of the Stateof New York (the “State”) to another area of the State or result in the abandonment of one ormore plants or facilities of the Company or any other proposed occupant of the Project locatedwithin the State, and the Agency hereby finds that, based on the Company’s application, tothe extent occupants are relocating from one plant or facility to another, the Project isreasonably necessary to discourage the Project occupants from removing such other plant orfacility to a location outside the State and/or is reasonably necessary to preserve thecompetitive position of the Project occupants in their respective industries; and

f. The Project meets the requirements of the General Municipal Law §862(2) with regard toretail projects in that facilities or property that are primarily used in making retail sales (ofservices) to customers who personally visit such facilities constitute less than one-third of thetotal project cost.

g. The Project meets the requirements of the Agency’s Community Investment Incentive TaxAbatement Program. The project has been approved by City of Ithaca CIITAP ReviewCommittee, and will increase density in the City of Ithaca downtown density district. A copyof the Review Committee’s approval letter is attached hereto as Exhibit C.

Section 2. Based upon a review of the Company’s application and the SEQR Proceedings submitted tothe 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 complyingwith, SEQR;

b. Determines that the proceedings undertaken by the Planning Board as Lead Agency underSEQR with respect to the acquisition, construction and equipping of the Facility satisfy therequirements of SEQR, and ratifies and confirms such proceedings by the Planning Board asLead 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 Agencywith respect to the Project and the participation by the Agency in undertaking the Project havebeen satisfied.

Section 3. Based upon the representations and warranties made by the Company in its application forfinancial 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 besubject to New York State and local sales and use tax in an amount up to $26,400,000, whichresult in New York State and local sales and use tax exemption benefits (“sales and use taxexemption benefits”) not to exceed $2,112,000. The Agency agrees to consider any requestsby the Company for increase to the amount of sales and use tax exemption benefits authorizedby the Agency upon being provided with appropriate documentation detailing the additionalpurchases of property or services.


Section 4. Pursuant to Section 875(3) of the New York General Municipal Law, the Agency may recoveror recapture from the Company, its agents, consultants, subcontractors, or any other partyauthorized to make purchases for the benefit of the Project, any sales and use tax exemptionbenefits 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 otherparty authorized to make purchases for the benefit of the Project, is not entitled to the salesand use tax exemption benefits; (ii) the sales and use tax exemption benefits are in excess ofthe 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 salesand use tax exemption benefits are for property or services not authorized by the Agency aspart of the Project; or (iv) the sales and use tax exemption benefits are taken in cases wherethe Company, its agents, consultants, subcontractors, or any other party authorized to makepurchases for the benefit of the Project, fails to comply with a material term or condition touse 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, itsagents, consultants, subcontractors, or any other party authorized to make purchases for thebenefit of the Project, must (i) cooperate with the Agency in its efforts to recover or recaptureany sales and use tax exemption benefits, and (ii) promptly pay over any such amounts to theAgency that the Agency demands.

Section 5. Subject to the Company executing the Agent Agreement attached hereto as Exhibit D and the

Inducement Agreement attached hereto as Exhibit E, the Agency hereby authorizes theCompany to proceed with the acquisition, construction and equipping of the Project andhereby 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 authorityto delegate such agency, in whole or in part, to agents, subagents, contractors andsubcontractors of such agents and subagents and to such other parties as the Companychooses; and (iii) in general, to do all things which may be requisite or proper for completingthe Project, all with the same powers and the same validity that the Agency could do if actingon its own behalf; provided, however, that the Agent Agreement shall expire on July 31,2017 (unless extended for good cause by the Administrative Director of the Agency) if theLeaseback Agreement and PILOT Agreement contemplated have not been executed anddelivered.

Section 6. The Chairperson, Vice Chairperson and/or the Administrative Director of the Agency arehereby authorized, on behalf of the Agency, to negotiate and execute (a) the Lease Agreementwhereby the Company conveys a leasehold interest in the Project to the Agency, (b) therelated Leaseback Agreement leasing the Project back to the Company, and (c) the PILOTAgreement; provided (i) the rental payments under the Leaseback Agreement include paymentof all costs incurred by the Agency arising out of or related to the Project and indemnificationof the Agency by the Company for actions taken by the Company and/or claims arising outof or related to the Project; and (ii) the terms of the PILOT Agreement are consistent with theAgency’s Uniform Tax Exemption Policy or the procedures for deviation have been compliedwith.


Section 7. The Chairperson, Vice Chairperson and/or Administrative Director of the Agency are herebyauthorized, on behalf of the Agency, to execute and deliver any and all documents, in a formacceptable to the Agency’s counsel, reasonably contemplated by these resolutions toaccomplish building construction, acquisition and installation of equipment and other personalproperty, and related transactional costs (hereinafter, with the Leaseback Agreement andPILOT Agreement, collectively called the “Agency Documents”); and, where appropriate, theSecretary or Assistant Secretary of the Agency is hereby authorized to affix the seal of theAgency to the Agency Documents and to attest the same, all with such changes, variations,omissions and insertions as the Chairperson, Vice Chairperson and/or Administrative Directorof the Agency shall approve, the execution thereof by the Chairperson, Vice Chairpersonand/or Administrative Director of the Agency to constitute conclusive evidence of suchapproval; provided in all events that recourse against the Agency is limited to the Agency’sinterest in the Project.

Section 8. The officers, employees and agents of the Agency are hereby authorized and directed for andin the name and on behalf of the Agency to do all acts and things required and to execute anddeliver all such certificates, instruments and documents, to pay all such fees, charges andexpenses and to do all such further acts and things as may be necessary or, in the opinion ofthe officer, employee or agent acting, desirable and proper to effect the purposes of theforegoing resolutions and to cause compliance by the Agency with all of the terms, covenantsand provisions of the documents executed for and on behalf of the Agency.

Section 9. These resolutions shall take effect immediately.

The question of the adoption of the foregoing resolutions was duly put to a vote by roll call, whichresulted as follows:

Member names Yea Nea Abstain Absent

Jim Dennis, Chairperson [ ] [ ] [ ] [ ]Svante L. Myrick [ ] [ ] [ ] [ ]Will Burbank [ ] [ ] [ ] [ ]Nathan Shinagawa [ ] [ ] [ ] [ ]Grace Chiang [ ] [ ] [ ] [ ]Martha Robertson [ ] [ ] [ ] [ ]Jennifer Tavares [ ] [ ] [ ] [ ]

The resolutions were thereupon duly adopted.

I, Svante L. Myrick, as Secretary of the Tompkins County Industrial Development Agency, herebycertify that the above is a true and correct copy of a duly authorized resolution of the Tompkins CountyIndustrial Development Agency.

Dated: July ______, 2015 _____________________________________Svante L. Myrick, Secretary of the Tompkins County Industrial Development Agency


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AGENT AGREEMENT

THIS AGREEMENT is made as of the _____ day of July, 2015, by and between the TOMPKINSCOUNTY INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of NewYork, having its offices at 401 East State Street, Suite 402B, Ithaca, New York 14850 (the “Agency”) andTOMPKINS TRUST COMPANY, a corporation duly formed and validly existing pursuant to the laws of theState of New York, with a business address of 121 East Seneca Street, Ithaca, New York 14850 (the“Company”).

WITNESSETH:

WHEREAS, the Agency was created by Section 895 of the General Municipal Law of the State ofNew 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 ofNew York; and

WHEREAS, the Company desires to acquire, construct and equip upon real property already ownedby the Company at 113-119 and 118 East Seneca Street in the City of Ithaca, Tompkins County, New York(currently designated as City of Ithaca tax parcel numbers 70.-2-5 and 61.-5-11) (the “Land”) anapproximately 100,000-square-foot, seven-story building with one floor of consumer retail space (a bankbranch and related financial services) and six floors of office space for the Company’s operations and seniorleadership teams at 118 East Seneca Street, and to relocate to 113-119 East Seneca Street the Company’sdrive-through banking facility currently located at 118 East Seneca Street (hereinafter called the “Project”);and

WHEREAS, by Resolution dated July 9, 2015 (the “Resolution”), the Agency authorized theCompany to act as its agent for the purposes of acquiring, constructing and equipping the Project as set forthabove, subject to the Company entering into this Agent Agreement; and

NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuableconsideration, 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 underthe authority of the Resolution to acts reasonably related to the acquisition, construction andequipping of the Project. The right of the Company to act as agent of the Agency shall expire on July31, 2017, unless extended as contemplated by the Resolution.

2. Representations and Covenants of the Company. The Company makes the following representationsand covenants in order to induce the Agency to proceed with the Project:

a. The Company is a corporation duly formed and validly existing under the laws of the Stateof New York, has the authority to enter into this Agreement, and has duly authorized theexecution and delivery of this Agreement.

b. Neither the execution and delivery of this Agreement, the consummation of the transactionscontemplated hereby, nor the fulfillment of or compliance with the provisions of thisAgreement will conflict with or result in a breach of any of the terms, conditions or provisionsof any restriction or any agreement or instrument to which the Company is a party or by whichit is bound, or will constitute a default under any of the foregoing, or result in the creation or

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imposition of any lien of any nature upon any of the property of the Company under the termsof 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 havingjurisdiction over the Project, and the Company shall defend, indemnify and hold the Agencyharmless from any liability or expenses resulting from any failure by the Company to complywith the provisions of this subsection.

d. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or byany court, public board or body pending or, to the knowledge of the Company, threatenedagainst or affecting the Company, to which the Company is a party, an in which an adverseresult would in any way diminish or adversely impact on the Company’s ability to fulfill itsobligations under this Agreement.

e. The Company covenants that the Project will comply in all respects with all environmentallaws 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 withall material applicable laws, (ii) the Company will take all reasonable and prudent steps toprevent 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 nounderground 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 contraryto the representations contained in this section, shall immediately notify the Agency in writingwith full details regarding the same. The Company hereby releases the Agency from liabilitywith respect to, and agrees to defend, indemnify, and hold harmless the Agency, its executivedirector, directors, members, officers, employees, agents, representatives, successors andassigns from and against any and all claims, demands, damages, costs, orders, liabilities,penalties, and expenses (including reasonable attorney’s fees) related in any way to anyviolation of the covenants or failure to be accurate of the representations contained in thissection. In the event the Agency in its reasonable discretion deems it necessary to performdue diligence with respect to any of the above, or to have an environmental audit performedwith respect to the Project, the Company agrees to pay the expenses of same to the Agencyupon demand, and agrees that upon failure to do so, its obligation for such expenses shall bedeemed to be additional rent.

f. The Agency encourages the Company to use an open bidding process for constructioncontracts; to give opportunities for employment in the construction of the Project to personsresiding in Tompkins County, New York; and to award contracts for work in connection withthe Project to eligible business concerns which are located in, or owned in substantial part bypersons residing in, Tompkins County, New York.

g. In accordance with Section 875(3) of the New York General Municipal Law, the Companycovenants and agrees that, if it receives New York State and local sales and use tax exemptionbenefits (“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 anduse 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 notauthorized by the Agency as part of the Project; or (iv) the sales and use tax exemptionbenefits are taken in cases where the Company fails to comply with a material term orcondition to use property or services in the manner approved by the Agency in connectionwith the Project, then the Company will (i) cooperate with the Agency in its efforts to recoveror recapture any sales and use tax exemption benefits, and (ii) promptly pay over any suchamounts to the Agency that the Agency demands in connection therewith. The Companyfurther understands and agrees that in the event that the Company fails to pay over suchamounts to the Agency, the New York State Tax Commissioner may assess and determineNew York State and local sales and use taxes due from the Company, together with anyrelevant penalties and interest due on such amounts.

h. The Company further covenants and agrees that the purchase of goods and services relatingto the Project and subject to New York State and local sales and use taxes are estimated inamount up to $26,400,000, and, therefore, the value of the sales and use tax exemptionbenefits authorized and approved by the Agency cannot exceed $2,112,000.

3. Hold Harmless Provision. The Company hereby releases the Agency from, agrees that the Agencyshall 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, successorsand assigns harmless from and against any and all (i) liability for loss or damage to property or injuryto or death of any and all persons that may be occasioned by any cause whatsoever pertaining to theProject or arising by reason of or in connection with the occupation or the use thereof or the presenceon, in or about the Project or breach by the Company of this Agreement or (ii) liability arising fromor expense incurred by the Agency’s financing, rehabilitating, renovation, equipping, owning andleasing of the Project, including without limitation the generality of the foregoing, all causes of actionand reasonable attorney’s fees and any other expenses incurred in defending any suits or actionswhich may arise as a result of any of the foregoing. The foregoing indemnities shall applynotwithstanding 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 theapplication of any rule of comparative or apportioned liability, except that such indemnities will notbe applicable with respect to willful misconduct or gross negligence on the part of the Agency or anyother person or entity to be indemnified.

4. Insurance Required. Effective as of the date hereof and until the Agency consents in writing to atermination, the Company shall maintain or cause to be maintained insurance against such risks andfor such amounts as are customarily insured against by businesses of like size and type paying, as thesame become due and payable, all premiums in respect thereto, including, but not necessarily limitedto:

a. (i) Insurance against loss or damage by fire, lightning and other casualties, with a uniformstandard extended coverage endorsement, such insurance to be in an amount not less than thefull replacement value of the Project, exclusive of excavations and foundations, as determinedby a recognized appraiser or insurer selected by the Company or (ii) as an alternative to theabove requirements (including the requirements of periodic appraisal), the Company mayinsure the Project under a blanket insurance policy or policies covering not only the Projectbut other properties as well.


b. Worker’s compensation insurance, disability benefits insurance, and each other form ofinsurance which the Agency or the Company is required by law to provide, covering lossresulting from injury, sickness, disability or death of employees of the Company who arelocated at or assigned to the Project.

c. Insurance against loss or losses from liabilities imposed by law or assumed in any writtencontract and arising from personal injury and death or damage to the property of others causedby any accident or occurrence on account of personal injury, including death resultingtherefrom, and $1,000,000 per accident or occurrence on account of damage to the propertyof others, excluding liability imposed upon the Company by any applicable worker’scompensation 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 injuryor property damage.

5. Additional Provisions Respecting Insurance.

a. All insurance required by Section 4(a) hereof shall name the Agency as a named insured andall other insurance required by Section 4 shall name the Agency as an additional insured. Allinsurance shall be procured and maintained in financially sound and generally recognizedresponsible insurance companies selected by the Company and authorized to write suchinsurance in the State of New York. Such insurance may be written with deductible amountscomparable to those on similar policies carried by other companies engaged in businessessimilar in size, character and other respects to those in which the Company is engaged. Allpolicies evidencing such insurance shall provide for (i) payment of the losses of the Companyand the Agency as their respective interests may appear, and (ii) at least thirty (30) days’ priorwritten 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 insuranceis in force and effect, shall be deposited with the Agency prior to the commencement of theProject. Prior to expiration of any such policy, the Company shall furnish the Agencyevidence that the policy has been renewed or replaced or is no longer required by thisAgreement.

6. Errors and Omissions; Compliance. In consideration for the assistance provided to the Company bythe Agency, the Company agrees, if requested by Agency, to fully cooperate and execute and/or re-execute any document that should have been signed at or before the closing of the transactiondescribed in this Agreement, or a corrected or modified version of any such documents, where thedocument was inadvertently not executed at or before the closing, or the version executed at or beforethe closing contained any typographical, clerical or mathematical error, or erroneously contained oromitted any provision that does not conform with the statutory authority and established policies ofthe Agency.

7. This Agreement may be executed in any number of counterparts, each of which shall be deemed anoriginal but which together shall constitute a single instrument.

8. All notices, claims and other communications hereunder shall be in writing and shall be deemed tobe duly given if personally delivered or mailed first class, postage prepaid, as follows:


To the Agency: Tompkins County Industrial Development Agency401 East State Street, Suite 402BIthaca, New York 14850

With a copy to: Mariette Geldenhuys, Attorney and Mediator401 East State Street, Suite 306Ithaca, New York 14850

To the Company: Tompkins Trust Company121 East Seneca StreetIthaca, New York 14850

With a copy to: Edward C. Hooks, Esq.Harris Beach PLLC119 East Seneca Street, Suite 300Ithaca, New York 14850

or at such other address as any party may from time to time furnish to the other party by notice givenin accordance with the provisions of this section. All notices shall be deemed given when mailed orpersonally delivered in the manner provided in this section.

9. This Agreement shall be governed by, and all matters in connection herewith shall be construed andenforced in accordance with, the laws of the State of New York applicable to agreements executedand to be wholly performed therein, and the parties hereby agree to submit to the personal jurisdictionof the federal or state courts located in Tompkins County, New York.

10. The parties are contemplating that, after any applicable public hearings, the Agency will negotiate andenter into a leaseback agreement (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 propertyas agent for the Agency until the Leaseback Agreement and PILOT Agreement have been executedand delivered. At any time prior to the execution of the Leaseback Agreement and PILOTAgreement, the Agency can transfer title to the Company to all assets acquired by the Company asagent for the Agency. Additionally, at any time prior to execution of the Leaseback Agreement andPILOT Agreement, the Company can demand that the Agency transfer title to the Company withrespect to all assets acquired by the Company as agent for the Agency, provided all amounts owedto the agency have been paid current.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.

TOMPKINS COUNTY INDUSTRIAL TOMPKINS TRUST COMPANYDEVELOPMENT AGENCY

By: __________________________________ By: __________________________________Name: Michael B. Stamm Name:Title: Administrative Director Title:


INDUCEMENT AGREEMENT

This INDUCEMENT AGREEMENT (the “Agreement”), dated as of the ______ day of July, 2015,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 TOMPKINS TRUST COMPANY (the “Company”), a corporation duly formedand existing pursuant to the laws of the State of New York, having a principal business address of 121 EastSeneca Street, Ithaca, New York 14850.

Article 1. Preliminary Statement. Among the matters of mutual inducement which have resultedin the execution of this Agreement are the following:

1.01. The Agency is authorized and empowered by the provisions of Article 18-A of the GeneralMunicipal Law of the State of New York as amended, and Chapter 535 of the Laws of 1971 of the State ofNew York (collectively, the “Act”) to provide financial assistance to “Projects” (as defined in the Act), toacquire facilities or properties, and to lease same to the Company upon such terms and conditions as theAgency may deem advisable.

1.02. 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. TheAct vests the Agency with all powers necessary to enable it to accomplish such purposes, including the powerto provide financial assistance, therein defined.

1.03. The Company has requested that the Agency provide financial assistance for a certain project(the “Project”), consisting of the acquisition, construction (the “Construction”) and equipping (the“Equipment”) upon two parcels of real property already owned by the Company at 113-119 and 118 EastSeneca Street in the City of Ithaca, Tompkins County, New York (the “Land”) of an approximately 100,000-square-foot, seven-story building with one floor of consumer retail space (a bank branch and related financialservices) and six floors of office space for the Company’s operations and senior leadership teams at 118 EastSeneca Street, and the relocation to 113-119 East Seneca Street of the Company’s drive-through bankingfacility currently located at 118 East Seneca Street (collectively, the “Facility”) (the Land, the Construction,the Equipment, and the Facility are hereinafter collectively referred to as the “Project Facility”).

1.04. The Agency has determined that the providing of the Project Facility by the Agency and theleasing thereof by the Agency to the Company will not result in the removal of an industrial or manufacturingplant, facility or other commercial activity of the Company from one area of the State to another area of theState nor result in the abandonment of one or more commercial or manufacturing plants or facilities of theCompany located within the State; and the Agency has found that, based on the Company’s application, tothe extent occupants are relocating from one plant or facility to another, the Project is reasonably necessaryto discourage the Project occupants from removing such other plant or facility to a location outside the Stateand/or is reasonably necessary to preserve the competitive position of the Project occupants in their respectiveindustries.

1.05. The Agency has determined that the acquisition, construction and equipping of the ProjectFacility, as described in the application to the Agency dated June 4, 2015 (the “Application”), will promoteand further the purposes of the Act.

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1.06. On July 9, 2015, the Agency adopted a Resolution agreeing to undertake to assist the Companyand to effectuate the purposes of the Act and, subject to the happening of all acts, conditions and thingsrequired precedent to such assistance.

1.07. In the Resolution, the Agency appointed the Company as its agent for the purposes ofacquiring, constructing and equipping the Project Facility, entering into contracts and doing all thingsrequisite and proper for completing the Project Facility.

Article 2. Undertakings on the Part of the Agency. Based upon the statements, representations andundertakings of the Company regarding the Project Facility and subject to the conditions set forth herein, theAgency agrees as follows:

2.01. Upon satisfactory completion of the conditions precedent set forth herein and in the Resolutionand the satisfactory completion of such additional acts and reviews as the Agency may deem appropriate, theAgency will adopt, or cause to be adopted, such proceedings and authorize the execution of such documentsas may be necessary or advisable for (i) the acquisition, construction and equipping of the Project Facility,and (ii) the subleasing or sale of the Project Facility to the Company, all as shall be authorized by law andbe mutually satisfactory to the Agency and the Company.

2.02. 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 pursuantto the terms as shall be prescribed in the Leaseback Agreement subject to conditions, if any, agreed upon bythe Agency and the Company. The Leaseback Agreement shall contain all provisions required by law andsuch other provisions as shall be mutually acceptable to the Agency and the Company and, to the extent itmay be applicable, the mortgage holder.

2.03. The Agency will take or cause to be taken such other acts and adopt such further proceedingsas may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuancethereof.

Article 3. Undertakings on the Part of the Company. Based upon the statements, representationsand undertakings of the Agency herein and in the Resolution and subject to the conditions set forth hereinand in the Resolution, the Company agrees as follows:

3.01. The Company hereby accepts the appointment made by the Agency in the Resolution to bethe 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 agentof the Agency, and in general to do all things which may be requisite or proper for completing the ProjectFacility, all with the same powers and the same validity as the Agency could do if acting on its own behalf.

3.02. The Company will, to the extent deemed by it to be necessary or desirable, enter into a contractor contracts for the acquisition, construction and equipping of the Project Facility (including any necessarycontracts for the leasing of real property necessary or useful in said Project Facility), and, on the terms andconditions set forth in a certain lease agreement between the Company and the Agency, entered intoconcurrently herewith (the “Lease Agreement”) and the Leaseback Agreement, it will lease the ProjectFacility to the Agency.


3.03. Contemporaneously with the lease of the Project Facility to the Agency, the Company willenter into the Leaseback Agreement with the Agency containing, among other things, the terms andconditions described in Section 2.02 hereof and such other financing agreements, indentures, guaranties, andrelated agreements as shall be necessary or appropriate so that the Company will be obligated to pay to or forthe account of the Agency sums sufficient to pay the principal and interest of any note and mortgage.

3.04. (a) The Company shall not permit to stand, and will, at its own expense, take all stepsreasonably necessary to remove (or bond the same if acceptable to the Agency and its counsel), anymechanics’ or other liens against the Project Facility for labor or materials furnished in connection with theacquisition, construction and equipping of the Project Facility. The Company shall forever defend, indemnifyand hold the Agency, its members, officers, employees and agents, and anyone for whose acts or omissionsthe 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 ariseas a result of any of the foregoing), whether such claims or liabilities arise as a result of the Company actingas agent for the Agency pursuant to this Agreement or otherwise. The foregoing indemnities shall applynotwithstanding 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 anyrule of comparative or apportioned liability, except that such indemnities will not be applicable with respectto willful misconduct or gross negligence on the part of the Agency or any other person or entity to beindemnified, or actions of the persons to be indemnified that are outside of the scope of their duties on behalfof 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 beliable, from and against all claims, causes of action, liabilities and expenses howsoever arising for loss ordamage to property or any injury to or death of any person (including, without limitation, death of or injuryto any employee of the Company) that may occur subsequent to the date hereof by any cause whatsoever inrelation to the Project Facility, including the failure to comply with the provisions of Article 3.04 hereof, orarising, directly or indirectly, out of the ownership, construction, acquisition, operation, maintenance, repairor financing of the Project Facility, and including, without limitation, any expenses incurred by the Agencyin 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 thedirection and control of any of them together the Agency’s “affiliates”, or anyone for whose acts or omissionsthe Agency or any of them may be liable, and whether or not based upon the breach of a statutory duty orobligation or any theory or rule of comparative or apportioned liability, subject only to any specificprohibition relating to the scope of indemnities imposed by statutory law.

(d) The Company shall provide and carry Worker’s Compensation and disability insurance asrequired by the Leaseback Agreement.

3.05. The Company agrees that, as agent for the Agency or otherwise, it will comply with all therequirements of all federal, state and local laws, rules and regulations of whatsoever kind and howsoever


denominated applicable to the Agency and/or the Company with respect to the Project Facility, theacquisition, 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 infull; and upon the request of either party, this Agreement shall be amended to specifically set forth any suchprovision or provisions.

3.06. The Company agrees that, as agent for the Agency or otherwise, to the extent that suchprovisions of law are in fact applicable (without creating an obligation by contract beyond that which iscreated by statute) it will comply with the requirements of Section 220 of the Labor Law of the State of NewYork, as amended.

3.07. The Company agrees that, as agent for the Agency and for all other purposes, it shall annuallyfile a statement with the New York State Department of Taxation and Finance, on a form and in such manneras prescribed by the Commissioner of Taxation and Finance, as to the value of all sales and use exemptionsclaimed by the Company or its agents, including, but not limited to, operators of the Project Facility andconsultants or subcontractors of the Company, under the authority granted pursuant to Section 874(8) of theGeneral 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.

3.08. The Company will take such further action and adopt such further proceedings as may berequired to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof.

3.09. 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 tosection 859 of the General Municipal Law.

3.10. If it should be determined that any State or local sales or compensatory use taxes are payablewith respect to the acquisition, purchase or rental of machinery or equipment, materials or supplies inconnection with the Project Facility, or are in any manner otherwise payable directly or indirectly inconnection with the Project Facility, the Company shall pay the same and defend and indemnify the Agencyfrom and against any liability, expenses and penalties arising out of, directly or indirectly, the imposition ofany such taxes.

Article 4. General Provisions.

4.01. This Agreement shall take effect as of the date of execution hereof by the Agency and theCompany 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 LeaseAgreement and Leaseback Agreement, except for the indemnities contained herein, which shall survive.

4.02. It is understood and agreed by the Agency and the Company that the execution of theLeaseback Agreement and related documents are subject to (i) obtaining all necessary governmentalapprovals, (ii) approval of the Company, (iii) approval by the members of the Agency, (iv) determination ofthe environmental impact of the Project Facility by the Agency and compliance with the State EnvironmentalQuality Review Act, (v) agreement between the Agency, the Company and any mortgagee or other financialinstitution or agency involved with the financing of the construction of the building of the Project Facilityof mutually acceptable terms and conditions for the Leaseback Agreement and other documentation requiredin this transaction, (vi) the condition that there is no change in New York State Law which prohibits or limits


the Agency from fulfilling its obligations and commitment as herein set forth, and (vii) payment by theCompany of the Agency’s fee and expenses.

4.03. The Company agrees that it will reimburse the Agency for all reasonable and necessary directout-of-pocket expenses which the Agency may incur as a consequence of the execution of this Agreementor performing its obligations hereunder.

4.04. The Company agrees to execute with the Agency a payment-in-lieu-of tax agreement inaccordance with the request of the Company submitted to the Agency and agreed to by the Agency in theResolution.

4.05. If for any reason the Leaseback Agreement is not executed and delivered on or before July31, 2017, the provisions of this Agreement (other than the provisions of Articles 3.04, 3.05, 3.06, 3.07 and3.09 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 anyrights against the other party except:

(a) The Company shall pay the Agency for all expenses which were authorized by theCompany and incurred by the Agency in connection with the acquisition, construction and equippingof the Project Facility;

(b) The Company shall assume and be responsible for any contracts for construction orpurchase of the equipment entered into by the Agency at the request of or as agent of the Companyin connection with the Project Facility; and

(c) The Company will pay the direct out-of-pocket expenses of members of the Agency, andcounsel for the Agency incurred in connection with the Project Facility and will pay the reasonablefees of counsel for the Agency for legal services relating to the Project Facility and the proposedconstruction thereof.

4.06. The Company agrees to be bound by the terms of the Tompkins County IndustrialDevelopment Agency Incentive Recapture Policy incorporated herein by reference.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the ______ day ofJuly, 2015.

TOMPKINS COUNTY INDUSTRIAL TOMPKINS TRUST COMPANYDEVELOPMENT AGENCY

By: _________________________________ By: ________________________________Michael A. Stamm, Administrative Director Name:

Title:


STATE OF NEW YORK )COUNTY OF TOMPKINS ) ss.:

On the ______ day of July, in the year 2015, before me, the undersigned, a Notary Public in and forsaid State, personally appeared MICHAEL B. STAMM, personally known to me or proved to me on the basisof satisfactory evidence to be the individual whose name is subscribed to the within instrument, andacknowledged 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

STATE OF NEW YORK )COUNTY OF TOMPKINS ) ss.:

On the ______ day of July, in the year 2015, before me, the undersigned, a Notary Public in and forsaid State, personally appeared ______________________________________, personally known to me orproved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the withininstrument, and acknowledged to me that s/he executed the same in her/his capacity, and that by her/hissignature on the instrument, the individual, or the person on behalf of whom the individual acted, executedthe instrument.

_______________________________Notary Public


RESOLUTIONAuthorization for Kaida Computer Technologies, LLC (property owner)

to construct an expansion of the parking lot on property leased to the Agencyat 21 Dutch Mill Road, Town of Lansing

A regular meeting of the Tompkins County Industrial Development Agency was convened on July9, 2015 at 4:00 p.m.

The following resolution was duly offered and seconded, to wit:

Resolution authorizing the Tompkins County Industrial Development Agency to execute allnecessary documents to allow Kaida Computer Technologies, LLC to construct on premisesleased to the Agency at 21 Dutch Mill Road in the Town of Lansing, Tompkins County, NewYork (tax parcel number 39.-1-50.6) an approximately 150-space parking lot expansion to thewest of the existing building; connection(s) to the existing sanitary sewer located on theproperty; and relocation and expansion of the existing stormwater detention pond.

WHEREAS, a leasehold interest in the property more particularly described in a deed recorded in theTompkins County Clerk’s office as Instrument number 463748-001 (“the Property”) was conveyed to theTompkins County Industrial Development Agency (“the Agency”) by Lease Agreement between the Agencyand Kaida Computer Technologies, LLC (“the Company”), a Memorandum of which is recorded in saidClerk’s Office as Instrument number 523357-009, pursuant to an Inducement Resolution adopted by theAgency; and

WHEREAS, the Company seeks to construct a parking lot expansion and related drainageimprovements (“the Improvements”) across the Property; and

WHEREAS, under the terms of the Lease Agreement between the Agency and the Company, theAgency must grant permission to construct the Improvements;

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TOMPKINS COUNTYINDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS:

Section 1. The Chairperson, Vice Chairperson, and/or the Administrative Director of the Agency arehereby authorized, on behalf of the Agency, to execute any and all necessary documents to permit theconstruction of the Improvements and, where appropriate, the Secretary or Assistant Secretary of the Agencyis hereby authorized to attest to the Agency documents, all with such changes, variations, omissions andinsertions as the Chairperson, Vice Chairperson and/or Administrative Director of the Agency shall approve,the execution thereof by the Chairperson, Vice Chairperson and/or Administrative Director of the Agencyto constitute conclusive evidence of such approval; provided in all events recourse against the Agency islimited to the Agency’s interest in the Project.

Section 2. The Company shall be required to pay any and all costs incurred by the Agency in connectionwith this resolution and the Improvements, including but not limited to the Agency’s attorney’s fees.

Section 3. These resolutions shall take effect immediately.

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The question of the adoption of the foregoing resolution was duly put to a vote by roll call, whichresulted as follows:

Member names Yea Nea Abstain Absent

Jim Dennis, Chairperson [ ] [ ] [ ] [ ]Svante L. Myrick [ ] [ ] [ ] [ ]Will Burbank [ ] [ ] [ ] [ ]Nathan Shinagawa [ ] [ ] [ ] [ ]Grace Chiang [ ] [ ] [ ] [ ]Martha Robertson [ ] [ ] [ ] [ ]Jennifer Tavares [ ] [ ] [ ] [ ]

The resolutions were thereupon duly adopted.

I, Svante L. Myrick, as Secretary of the Tompkins County Industrial Development Agency, herebycertify that the above is a true and correct copy of a duly authorized resolution of the Tompkins CountyIndustrial Development Agency.

Dated: July ______, 2015 _____________________________________Svante L. Myrick, Secretary of the Tompkins County Industrial Development Agency

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401 East MLK Jr. Street, Suite 402B, Ithaca, New York 14850 • phone: (607) 273-0005 • fax: (607) 273-8964


Memorandum To: TCIDA Board From: Heather McDaniel, TCAD Date: July 9, 2015 Re: Recommended Changes to Policies/Procedures In 2014, the State Comptroller’s Office audited the IDA policies and procedures and preformed a full financial review. We are still waiting the draft report, but early conversations with the auditors indicate that there needed to be some clarification with regards to PILOT payment and recapture procedures. I am recommending the following modifications to proactively address some of the issues we anticipate the final audit report will contain: TCIDA Mission, Policies, and Procedures (full document included with marked changes) Policies. B. Fees - Changes to the fee structure so that lower costs projects receive a reduction in fees rather than a reimbursement through property tax credits. The reimbursement through property tax credits happened so rarely (because there a so few projects in that low cost range) that is was confusing for taxing jurisdictions to apply the credit over multiple years. TCIDA Economic Incentive Recapture Policy (full document included with marked changes) Recapture Provisions 3 & 4 – added language outlining a process whereby companies that do not meet job creation goals as reported on the annual jobs report each year are contacted and reasons for failure to meet goals are communicated to the IDA. The IDA shall then determine, by a vote if recapture of incentives is necessary. PILOT Payment Verification Process The auditors found one instance where the abatement percentage was applied incorrectly by one of the taxing jurisdictions one year, and as a result the payment was incorrect. TCIDA staff met with Helen Beach (County Finance) and Jay Franklin (County Assessment) to better understand the process for billing PILOT projects and we agreed to institute an additional step as a check and balance to ensure that this does not happen in the future. Each year, Helen Beach will cross check the actual assessment and the abatement amounts per the PILOT schedule against the actual tax bills sent by the taxing jurisdictions. She will forward the spreadsheets with this data to TCIDA staff for review each year in August for the previous year. Process to ensure accuracy of abatement estimates on applications After a project is completed and fully assessed, staff will compare the actual assessed value and resulting tax payments and abatement amounts to the estimates included in the application. Verifications will be reported to the IDA and will also help guide future project tax payment and abatement estimates.

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TOMPKINS COUNTY

INDUSTRIAL DEVELOPMENT AGENCY

Mission, Policies and Procedures

Adopted: July 16, 1992 Revised: December 16, 1993, March 20, 1997, September 16, 1999,

November 16, 2000, September 20, 2001, October 4, 2002, April 2, 2004, April 6, 2007, July 17, 2007, December 7, 2007, January 16, 2009, December 8, 2009, May 18, 2012, January 2013,

September 2013, June 2014, July 2015

MISSION The primary mission of the Tompkins County Industrial Development Agency (IDA) is to offer economic incentives to Tompkins County businesses in order to create and retain quality employment opportunities and strengthen the local tax base. The IDA targets the industrial sector and will only consider other sectors if certain criteria are met. POLICIES A. Eligible Projects In general, the IDA avoids offering incentives to businesses that will compete with or displace existing Tompkins County businesses. It prefers to assist those businesses that have a market for products or services extending beyond Tompkins County including "back office" operations and regional or national headquarters. The IDA will also assist companies selling their product or service in the County when it is clear their primary competition is from outside of the County. Types of eligible projects:

1. Industrial - The IDA targets the industrial sector because of the quality of the jobs this sector creates and because it is unlikely applicants will be competing with other Tompkins County businesses. The IDA defines 'industrial' very broadly to include computer software, agri-business, printing, publishing, and research and development.

2. Retail/Commercial Projects - The IDA will only consider retail/commercial projects under the following conditions: a. The project is a critical part of a larger, planned development.

b. The project must be endorsed, by the appropriate municipal governing body or a committee appointed by the

municipal governing body. c. In addition to these local policies, New York State prohibits retail projects unless some of the following

conditions are met; the project:

i. Is considered a tourism destination facility ii. Is operated by a not-for-profit corporation iii. Will locate outside of the State without IDA assistance iv. Is located in a highly distressed area v. Makes available goods or services not reasonably accessible vi. Preserves or increases permanent jobs

3. As of January 2008, the TCIDA no longer issue tax-exempt bonds. Tompkins County Development

Corporation (TCDC) has been set up to take over this feature. Please see www.tompkinsdc.org Not-for-Profit Projects - The IDA views its principle role as assisting industrial projects, however New York State

law now makes it possible for the IDA to help not-for-profit corporations finance certain facilities through the issuance of bonds. The IDA recognizes not-for-profit corporations as vital to the community, therefore, job creation is not the primary consideration when reviewing these projects. The IDA will only consider not-for-profit projects that meet the conditions of either item “a.” or item “b.”; and the conditions of item “c.” (see below):

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TCIDA Mission, Policies and Procedures p. 2

a. IDA incentives will assist the applicant deliver services important to the health, well-being or quality-of-life of local residents.

b. The applicant’s operation has important and measurable direct or indirect benefits to the Tompkins County

economy in terms of property tax, sales tax and employment. IDA incentives will help support the ability of the applicant to operate in an efficient and productive manner.

c. IDA incentives will not result in an unfair competitive advantage with similar for-profit or not-for-profit

operations in the County. 4. Community Investment Incentive Tax Abatement Program (CIITAP) for City of Ithaca Downtown Projects – for

application process and incentives to be delivered, please refer to the separate policy.

5. Energy-Related Investment Projects: The IDA wishes to encourage local businesses to invest in facilities and equipment that will increase energy efficiency and/or transition to renewable energy sources, reduce operating costs, and lower emissions. The IDA will consider offering sales tax abatement to encourage these types of investments. The IDA will require a completed standard application and a separate statement that includes details on the proposed investment and the resulting reduction in energy use. To be considered, projects should meet NYSERDA or LEED criteria. The successful applicant will not need to report on job creation after completion of the project, but will be expected to report on energy use, comparing pre project and post project data.

6. IDA Lansing Town Center Incentive Zone Program Projects– for application process and incentives to be delivered,

please refer to the separate policy IDA Lansing Town Center Incentive Zone Program. B. Fees The applicant is responsible for paying the IDA Administrative Fee at the time of closing. This fee will be equal to 1% of the total value of expenses that are positively impacted by IDA incentives. This includes the value of construction of improvements to property that is impacted by property and sales tax abatement and the value of furniture, fixtures and equipment that are impacted by sales tax abatement. It will not include any purchases, such as manufacturing equipment, where the IDA does not deliver an incentive. Soft Costs (legal, consulting, financial, architectural and engineering fees) will be included in the amount considered as total value of expenses. The applicant is also responsible for paying the IDA for all legal costs it incurs including IDA Counsel and Bond Counsel fees. In an attempt to make its incentive program cost effective for smaller projects, the IDA the IDA 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 cost greater than $1 Million but less than $2 Million, the fees may be reduced from 1% to .75% of project costs.. There will be no reduction in fees for projects with costs over $2 Million. The IDA retains the right to determine the amount of fee discount the applicant will receive. For projects where there is no property tax abatement, there will not be any form of fee discount. For Civic Facility projects where the debt is restructured and for all other projects where the debt is refinanced or restructured, the IDA fee will be 1% of the debt service saved over the term of the new financing that results from the restructuring or refinancing or $1,000, whichever is greater. C. Property Tax Abatement for Standard Industrial Applications The IDA is not required to pay real property taxes on any property it acquires. The IDA will require the applicant to make Payment In Lieu of Tax (PILOT) payments to all of the taxing authorities according to the following guidelines. 1. The following will be the standard property tax abatement offered to qualified businesses: YEAR ABATEMENT 1 90% 2 77% 3 64% 4 51% 5 39% 6 26% 7 13%

2. The standard abatement will only impact taxes on improvements to the property and not taxes on existing property.

Heather Filiberto� 6/18/2015 2:53 PMDeleted: will reimburse the applicant for 100% of the Administrative Fee, IDA Counsel Fee, and IDA Bond Counsel Fee associated with the IDA involvement in the projectHeather Filiberto� 6/18/2015 2:55 PMDeleted: reimbursement of fees will be reimbursed on a sliding scale that declines from 100% to 0% gradually based on project sizeHeather Filiberto� 6/18/2015 2:55 PMDeleted: reimbursement Heather Filiberto� 6/18/2015 2:55 PMDeleted: of Heather Filiberto� 6/18/2015 2:55 PMDeleted: The reimbursement will take the form of additional property tax abatement credited to the business in the initial years of the Payment In Lieu of Tax agreement (PILOT). Heather Filiberto� 6/18/2015 2:55 PMDeleted: credit Heather Filiberto� 6/18/2015 2:55 PMDeleted: reimbursement

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3. The IDA retains the ability to offer more than the standard abatement based on an analysis of the impact on the

economy and the needs of the business. All appropriate taxing authorities will be notified of the reasons for deviation from standard policy and given an opportunity to review and comment on each project seeking a higher level of abatement before final IDA approval.

An applicant’s request for more than the standard abatement, should be supported by appropriate financial documentation that clearly substantiates the need for the deviation. This documentation should include a comparison of standard vs. proposed abatement, and an explanation of the financial assumptions used in the analysis.

D. Sales Tax Abatement The applicant will be exempt from both the local and State portion of sales tax on construction materials, equipment, and furnishings associated with the project. Pursuant to GML Section 875, the IDA shall confer an amount of sales tax exemption allowable on a project-by-project basis. The IDA is required by State law to recapture sales tax exemptions claimed by project agents in excess of the actual amount conferred by the IDA. Project agents are required to comply with all sales tax reporting requirements pursuant to GML Section 875. The IDA may grant sales tax abatement on the value of improvements to a project in which the IDA already holds title. The project owner or occupant must submit a standard application to the IDA, providing information on the nature of the improvements, economic impact, and the need for IDA incentives. E. Miscellaneous Taxes and Fees The applicant is responsible for paying all Special Assessments, Revenue Stamps, Recording and Filing Fees, Transfer Taxes, Estate Taxes, and that portion of the Mortgage Tax ($7.50 per $1,000) that is allocated to the local municipality. The applicant does not have to pay the portion of the Mortgage Recording Tax ($2.50 per $1,000) that is allocated to the State. F. Local Purchasing and Hiring Practices The IDA requests all recipients of IDA incentives to make every effort to purchase goods and services from Tompkins County businesses and to hire Tompkins County residents. The IDA is especially supportive of projects that make a specific commitment to hire women and minorities during the construction phase or as permanent full-time workers of the project’s operating businesses. The IDA may require detailed information concerning the applicant's past and projected purchasing and employment practices. G. PILOT Mortgages The Agency shall require the establishment of a PILOT Mortgage as a condition within the closing documents in order to secure the position of the PILOT payments versus other secured and unsecured claims. The purpose of a PILOT Mortgage is to secure unpaid PILOT payments within a lien against the project real estate. The lender agrees that the PILOT Mortgage will have priority over any contemporaneous mortgage given to secure the rights of bondholders or to secure any conventional financing. This would make the PILOT a secured obligation. The Agency may negotiate alternate forms of security to insure payments under the PILOT. No mortgage recording tax associated with the PILOT Mortgage will be paid. PROCEDURES A. Application Tompkins County Area Development, Inc. (TCAD), provides administrative and marketing services to the IDA. Potential applicants should work with TCAD to determine whether the proposed project is eligible. If the project appears to be eligible, the applicant will be invited to submit an application for assistance. The application will be presented to the IDA board for its review. Based on the nature of the project and the incentives requested, the following will occur:

1. If the project meets the goals of the IDA and the applicant is requesting the standard incentives and the project’s value is less than $100,000, the IDA can approve the project at the initial meeting. If the project’s value exceeds

29


$100,000, the IDA will instead adopt a resolution describing its intent to provide assistance and the nature of that assistance.

2. If the applicant is requesting more than the standard incentives, all local taxing authorities that would be impacted

will be notified and given an opportunity to comment on the project before IDA approval. 3. If the project is commercial or retail in nature, the IDA can approve the project only if the above-stated criteria have

been met and contingent on support by the appropriate local government. 4. If the applicant is requesting tax exempt bonding assistance, a Public Hearing and approval by the Tompkins County

Legislature may be required. In some cases, preliminary approval can be granted contingent upon successful completion of these requirements. All municipal and taxing authorities impacted by the project will be notified of the public hearing within fifteen days. If after holding a public hearing, the project changes by 5% then a new public hearing must be held.

5. For non tax exempt bond projects valued over $100,000, a Public Hearing will be held in the city, town or village

where the project is located, with ten days public notice and ten days notice to the CEO of each affected municipality and school district.

Public Hearing notice for bond projects is fifteen days. Public Hearing notice for non-bond projects is ten days.

B. Notification and Reporting

1. The appropriate municipal authorities will be notified and invited to comment if a proposed IDA action will result in the relocation of a business from that municipality.

2. All appropriate taxing authorities will receive a copy of the PILOT Agreement not more than fifteen days after the

project closes, and have certain rights related to payment in lieu of taxes. Late payments will be imposed a 5% penalty for the first month, plus one percent thereafter, and tax-affected jurisdictions may take direct action against project occupants if payments are delinquent.

3. Applicants will notify the State Job Service and any appropriate employment and training agencies, such as

PIC/JTPA, regarding job openings that result from the project. Except as otherwise provided by collective bargaining agreements, applicants will agree to give first consideration to appropriate referrals from these agencies.

4. Businesses will be required to submit an employment report on an annual basis to include information on general

job categories, salary, and women and minority employees, as well as a report on outstanding debt associated with the project.

5. When the IDA approves issuing incentives to a developer who has presented certain tenant companies as

beneficiaries of these incentives, the IDA should be notified about any tenant company changes. The IDA has the right to determine if a new tenant company falls within the IDA’s project guidelines, and may re-evaluate its original project approval based on this determination.

6. Under certain circumstances, a Governor's order concerning affirmative action will be in effect.

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Tompkins County Industrial Development Agency Economic Incentive Recapture Policy

Introduction Recapture policies are a response to a concern that public sector economic development incentives are not achieving desired results. There have been several national, high profile examples of large public sector investments in private sector developments that, by any measure, have not yielded the new jobs or taxes projected. Tompkins County has been fortunate in that the return on public sector investment in private sector development has generally met or exceeded expectations. As the County moves forward with a more aggressive economic development strategy, perhaps including an external marketing campaign, it is appropriate to adopt a policy that maximizes the return on public investment in economic development. Application for Economic Development Assistance It is assumed that existing applications for assistance require historical and projected financial information as well as detailed information concerning the incentive requested. These applications will be modified to include the following: 1. A list of all public subsidies received by the applicant or the applicant’s parent company during

the preceding ten (10) years to include the following: a. the type of subsidy received such as property tax abatement, industrial revenue bonds, direct

loans or loan guarantees, grants, technical assistance or employee training; b. the amount and term of the subsidy; c. the public benefit that was projected such as job retention or increased property tax revenues; d. the public benefit received; e. name and contact information for organization granting subsidy.

2. A description of the construction jobs resulting from the proposed project, including the following:

a. the estimated total number of jobs that will be held by Tompkins County residents; b. the estimated wages and value of fringe benefits to be provided.

3. A description of the permanent jobs resulting from the proposed project, including the following: a. existing employment by category with wages and benefits; b. projected new employment by year for three (3) years by category with wages and benefits.

4. A description of the jobs that will be lost, if any, as a result of the proposed project, including wage

and benefit information. This particularly related to productivity improvements. 5. A description of non-employment-related economic benefits, including the following:

a. property taxes and special assessments by jurisdiction for three (3) years; b. sales tax on construction materials, furnishing and fixtures for the initial project; c. mortgage recording tax; d. purchases from local suppliers or subcontractors on an annual basis for three (3) years.

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Tompkins County Industrial Development Agency Economic Incentive Recapture Policy, p. 2 6. A summary of the company’s products and markets particularly as they relate to possible

competition with other Tompkins County companies. Reporting Requirements 1. On an annual basis for the duration of the term of the assistance provided, the company will provide

the following information: a. average annual employment by category with wage, benefits and residence of employee; b. property taxes and special assessments paid; c. local and New York State sales tax paid; d. any other information relevant to the project that the IDA deems appropriate.

Recapture Provisions 1. In accordance with Section 875(3) of the New York General Municipal Law, if a Company receives

New York State and local sales and use tax exemption benefits ("sales and use tax exemption benefits") from the IDA, 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 IDA to be taken by the Company; (iii) the sales and use tax exemption benefits are for property or services not authorized by the IDA 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 IDA in connection with the Project, then the Company will (i) cooperate with the IDA in its efforts to recover or recapture any sales and use tax exemption benefits, and (ii) promptly pay over any such amounts to the IDA. In the event that the Company fails to pay over such amounts to the IDA, 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.

2. If the company shifts production activity to a facility outside of Tompkins County and, as a result,

fails to achieve the economic benefits projected, then the IDA will declare the agreement to be in default and require the value of the incentives utilized to date to be repaid, with interest (determined as the New York State legal interest rate).

3. If it is determined that the economic benefits measured by the annual reporting requirements have

not been achieved for reasons other than described above, IDA staff will meet with the company to identify reasons for failure to meet the projected benefits. The following criteria will be used to determine if a valid explanation exists for failure to achieve the economic benefits projected by the company. a. Natural Disaster: if a natural disaster such as a fire, flood, or tornado disrupts the business b. Industry Trends: An evaluation of industry trends will be made relevant to the company, and a

determination reached as to whether the company is in a market that is declining. International and national data will be used in the evaluation. An industry is considered in decline when, measured by the appropriate SIC code, it experiences employment or revenue declines--beyond its control--of 10% or more over 3 years.

c. Loss of Major Supplier or Customer: if the loss of a customer or supplier represents 15% or more of the sales of the company

d. Productivity Improvements: if new technology, equipment or general productivity improvements result in the need for less than projected employees or investment

Heather Filiberto� 6/18/2015 2:20 PMDeleted: projected Heather Filiberto� 6/18/2015 2:19 PMDeleted: then the Heather Filiberto� 6/18/2015 2:19 PMDeleted: afford Heather Filiberto� 6/18/2015 2:21 PMDeleted: a hearing where the company can be heard as to the issue.

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Tompkins County Industrial Development Agency Economic Incentive Recapture Policy, p. 3

e. Unfair Competition: if an international competitor utilizes an unfair competitive advantage to acquire market share

4. IDA staff will provide a report outlining the reasons for failure to meet projected benefits each year

to the IDA. Using the criteria outlined in points 2 and 3 above as a guide, the IDA can either accept the reasons for failure to meet the projected benefits as valid or invalid. If the reasons for failure to meet projected benefits are found to be invalid, the IDA can declare the agreement to be in default by written notice to the Company and require the value of the incentive utilized to date to be repaid, with interest. Interest shall be due from the date when the Company failed to achieve the economic benefits projected by the Company to the date of payment, at the rate of interest for judgments set forth in New York Civil Practice Law and Rules §5004 and any future amendments thereof. The taxing jurisdictions will receive the recaptured property tax, plus the estimated interest income the taxing jurisdictions would have earned if they had collected the taxes when due, as calculated and determined by the Finance Director of Tompkins County. The remainder of the interest shall constitute an Administrative Fee of the Agency and shall be retained by the Agency and used for future economic development activities.

5. The IDA granting the economic incentive retains all rights to impose, delay or waive penalties. 6. The policy is effective as of the date of project approval and applies to all current and future

projects. 7/2015

Heather Filiberto� 6/18/2015 2:58 PMDeleted: If the IDA, based onHeather Filiberto� 6/18/2015 2:25 PMDeleted: then determines that the company’s reasons for failing to meet the economic benefit projections are invalid, the Heather Filiberto� 6/18/2015 2:23 PMDeleted:

Heather Filiberto� 6/18/2015 2:26 PMDeleted: 9/2013

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Tompkins County Industrial Development Agency Board of Directors Meeting DRAFT Minutes

June 11, 2015 Tompkins County Legislative Offices

121 E. Court Street, Ithaca, NY

Present: Jim Dennis, Will Burbank, Svante Myrick, Jennifer Tavares, Grace Chiang

Excused: Martha Robertson, Nathan Shinagawa Staff Present: Michael Stamm, Mariette Geldenhuys, Heather McDaniel, Ina

Arthur (recording) Guest Present: Eric Goetzman (Arrowhead), Neil Patel, Scott Whitham (Hilton

Canopy), Greg Hartz, Greg Wilder (Tompkins Trust Company), Joe Wilson (Dryden), Marie McRae (Dryden), Chuck Smith (Carpenters Union), Michael Talarski (IBEW Local 241), Alex Huland (Ithaca), Bruce Stoff (CVB), Brian Noteboom (Carpenters Local), Michael Cannon (Ithaca), Stacey Black (Local 241), Marcus Williamee (Plumbers Local 267), Gary Ferguson (DIA), Jason Lowe (Groton), Elan Shapiro (Building Bridges), Dan Apfell (City of Ithaca)

CALL TO ORDER The meeting was called to order at 4:05 PM PRIVILEGE OF THE FLOOR Joe Wilson (Town of Dryden) – Mr. Wilson read a statement from Sara Hess (124 Westfield Drive, Ithaca NY). RE: Canopy Hilton request for IDA Tax Abatement “I am writing to ask you to vote no on the Hilton Canopy Hotel application, and to send it back for revisions, with a statement that the IDA must consider Tompkins County’s Climate Energy goals in every project and decision, and that includes this application for IDA tax abatements. There is a big difference between economic growth and economic development. To approve this application without modifications may be a vote for growth, but not for the kind of high-‐quality, sustainable development that we must require if we are going to mitigate climate disasters. You may think, ‘one building – how could that make a difference?’ with that logic no policy decision is important and business as usual continues without question. Brian Eden wrote to you words that express my own feelings of frustration. ‘Nothing is more discouraging to those of us actively working to reduce our

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community’s carbon footprint than to see our gains wiped away with the current spate of low energy-‐efficient construction in the City.’ Every decision matters when it comes to approving new construction, new buildings that you expect to be here for 20 years or more. Common sense tells you that a more energy efficient building would have shared benefits to both the developer and the community. If Hilton were doing their own long-‐term cost benefit analysis, they would know this, but I am afraid that corporate interests are very short-‐range, and they are compelled to consider either long-‐term costs nor the costs of climate disruption to governments or the community. No, anticipating and mitigating the costs of climate disruption is YOUR JOB. And you cannot do that job responsibly without requiring that any new buildings be built with your own climate goals in mind. Exactly how to align the climate goals and this specific building project is the job for architects, planning department staff, experts in renewable energy buildings, and others. All I know is that it is your job to insist that this alignment take place if huge investments of public tax dollars are allocated.” Marie McRae (Town of Dryden) Ms. McRae stated that alignment with the County’s Energy Plan is important. The Hilton Canopy project should have a good building envelop and use alternative sources of energy. Chuck Smith (Carpenter’s Union) – Mr. Smith used an elevator shaft accident from a few years ago to emphasize the need for the IDA to make sure that workers on their projects are properly supervised and trained. He asked if there are policies to make sure that safety rules are followed. Mr. Stamm replied that there are State and federal agencies that enforce these rules. Michael Talarski (Local IBEW 241) – “I am Michael Talarski; I live at 139 Simsbury Drive in Ithaca. I am the Business Manager of local 241 of the International Brotherhood of Electrical Workers. I have lived in Tompkins County for 58 years. I have served on the Tompkins County Empire Zone in the past and I currently am a board member of the Tompkins County Area Development and the Tompkins County Workforce Investment Board. IBEW Local 241 is a proud member of the Tompkins County Chamber of Commerce. As Business Manager of IBEW Local 241, I am the representative for 227 local union electricians and apprentices. Currently 39 of these members are unemployed. I have never spoken against development! If I ever do, I should resign from my elected position. We are all about building that is what we do.

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We supported and voted for Martha Robertson for Congress. Our re-‐elected Congressman Tom Reed is in support of the Trans Pacific Partnership that will ship more jobs out of our country. Without the requirements of the use of Local Labor on Tompkins County Industrial Development Agency projects, we are no better than Tom Reed sending jobs out of the country. As an example, on Kendal of Ithaca, a project that is bonded by the Tompkins County Development Corporation, the electrical work is being performed by Monroe County taxpayers. The framing and sheetrock is being performed by workers from North Carolina. Another IDA project, the Marriott Hotel, the electrical work is being performed by Broome County taxpayers. The plumbing is being performed by Onondaga County taxpayers. How is this going to help Vice President Martha Armstrong reach her goal of 1% job growth in Tompkins County? Some have said that it costs too much to hire local labor. I disagree! Where are the facts? If it did, why did Frost Travis hire Sparks Electric from the City of Ithaca to do his electrical work at the Carey Building? Why did the Marriott Hotel hire John C. Lowery from Freeville NY to do the framing and sheet rock? Why did Marriott Hotel hire Seico Construction, who is using local labor to do the concrete work? Why did the Cayuga Green Apartment project use Matco Electric who used local labor to do the electrical work? Why did they use local carpenters? Why did Andy Sciarabba and Herb Dwyer hire Matco Electric, from Ithaca, to install his co-‐generation project at the South Hill Business Campus? I am sure that the Carpenters have many other examples to share. Where is the written documentation that shows that it costs more to hire local labor? Some have said that there is a lack of labor; we currently have 30% unemployment! 35 New York State Certified Journeyman electricians and three (3) New York State

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Registered Apprentices are unemployed. So where is this lack of local labor coming from? Monroe, Broome, Onondaga Counties. North Carolina workers. Here are they going to get cheap labor from next, another country? Hey Tom Reed supports it! This is the Tompkins County Industrial Development Agency; we should be supporting the Tompkins County taxpayers. Are we going to support our local community by keeping the money circulating here seven times or do we not even care about the merchants in this area? Are we going to take a stand and support local labor or are we going the way of our Congressman Tom Reed? As I said before, I have never spoken against development! I have always spoken in favor of local labor! I could not agree more with the Tompkins County Chamber of Commerce: Do not just shop local, save local, from the ground up.” Alex Huland (Town of Ithaca) Mr. Huland stated that he is one of the out of work electricians that Michael Talarski spoke of . He would rather be working today instead of speaking at this meeting. He is against out of town workers. Bruce Stoff (Ithaca Convention and Visitor’s Bureau) – Mr. Stoff stated that the Hilton Canopy application came to the IDA under one set of rules/policies. It is not fair to change those rules half way through the approval process. Mr. Stoff spoke to the increase not only in property taxes but also in sales tax and room tax that this project would bring into the County. He urged the board to vote yes. Brian Noteboom (Local Carpenter’s Union) – Mr. Noteboom gave an update on out of state workers on the Kendal project. He has noted workers from North Carolina. Where is our local labor policy? It seems as if the board has been deliberating this issue for months. He doesn’t approve. We need to draw a line in the sand. Michael Cannon (City of Ithaca) Mr. Cannon stated that he is the former DIA Board Chair. He likes the Hilton Canopy project. Building in downtown is more expensive. He has known the developer and his family for twenty years. They are a local family. Stacey Black (IBEW Local Union 241) – “My name is Stacey Black and I am the Business Development Coordinator for the International Brotherhood of Electrical Workers, Local Union 241. I am also a member of the Coalition for Sustainable Economic Development. Thank you for the opportunity to address you this afternoon. Reading from the Tompkins County Industrial Development Agency website, the mission of the IDA is, and I quote ,‘The Tompkins County Industrial Development Agency helps companies and entrepreneurs to develop and maintain quality employment opportunities, to diversify the local economy, and to improve and strengthen the tax base and the quality of life in Tompkins County by offering economic incentives.’ In addition, the website also states, ‘the number and quality of

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jobs, and how well the jobs meet the needs of local job seekers, are primary considerations of the IDA.’ What if the creation of a project actually hurts employment in an area? Because there are no requirements to use local labor in the construction of projects that are applying for IDA assistance, General Contractors are allowed to bring subcontractors from outside our area. These Subcontractors do not pay the area wages, which denies local construction workers the ability to work in their own home town community. In return, area construction workers, workers that pay taxes in Tompkins County, workers that normally would buy groceries, cars, and homes in our local economy can’t because they are being displaced by workers from outside the area. To make the situation worse, those workers from outside our area are not going to buy groceries, cars, or homes in our area. They will take their hard earned money back to their home communities and spend their money there. Why would an agency that pledges such virtues as ‘quality employment opportunities’ and ‘jobs that meet the needs of local job seekers’ allow a practice that works counter to their goals? I’m sure that all that talk about quality jobs refers to the people employed by the companies and entrepreneurs after the project is complete. Otherwise, we wouldn’t be talking about this. I implore the members of the IDA to address the issue of including local labor into the process of creating a vibrant local economy, an economy that welcomes development with open arms; an economy that benefits all. I have heard a rumor that the use of local labor on projects adds more to the cost of projects. Where is the proof of that statement? Who has done the research on this subject and how accurate and fair could this statement be? Ask Ithaca Neighborhood Housing about the Breckenridge Apartments, completed on schedule and on budget, using local labor. Ask Kionix and Rheonix, again using local labor. Ask Miller Mayer, yet again using local labor. Those projects are examples of successful use of local labor, labor that is contributing back into our community. In closing, supporting economic growth in our community is an important subject for me and my fellow trades people. We ask that the IDA lead the effort to keep opportunities for job seekers high on their list of considerations, but to include local construction jobs in that consideration. Marcus Williamee (Plumbers Union) – Mr. Williamee stated that he is 100% for development. Currently there are 56 plumbers out of work in the surrounding counties. He agrees that the Hilton Canopy project started the application process without a local labor policy in place. He would urge the board to have one in place for the next project. Gary Ferguson (DIA) – Mr. Ferguson commented that one of the reasons for the CIITAP policy is to even the playing field as construction costs downtown are

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usually higher than out of the City area. This is not a jobs creation program nor an energy efficiency program. The policy was created to hotels would be built in the center of the City – not on the edge or out of town where they would be even more energy inefficient. He urged the board to vote yes on the Hilton Canopy application. Jason Lowe (Groton) – Mr. Lowe commented that he feels the board has already made up its mind regarding the Hilton Canopy project. He commented that he expects balance in the areas of fair labor and a living wage. The IDA board needs to address these issues. Elan Shapiro (Town of Ithaca) – Mr. Shapiro spoke to the need for a local labor policy, the need to address climate disruption and the need to “ban the box.” Dan Apfell (City of Ithaca) – Mr. Apfell stated that he is the Chair of the AFCU’s Alternative Fund. He referenced AFCU’s living wage study (most recently updated in 2013) and he feels that all workers on a project could be paid a living wage (he was referencing permanent workers). He called for a delay of the project until this is worked out. Mr. Dennis updated all on the Local Labor Task Force. The task force has met twice and has included local developers from projects at one of these meetings. The task force will produce evidence that using local labor drives up the costs of projects. There are more meetings scheduled and there will be a local labor policy. BUSINESS Arrowhead Project – Update Mr. Stamm reminded all that the Arrowhead project that includes a BJs store pays full property taxes. The “incentive” on the project is a PIF (PILOT Increment Financing) that pulls some money from the tax payments and holds it in escrow for payment on debt service for the senior housing part of the project. Eric Goetzman gave an update on the project. He stated that originally the project was permitted for 12 units of senior housing. The Village of Lansing asked if there could be more units. Due to the wetlands in the area, this was not possible. So the developers went to the Army Corps of Engineers to see if there was a way to meet the Village’s request and mitigate the wetlands that would be displaced. They found/created an inland wetland bank to offset the local wetlands. They now have a new permit in with the new wetland application. Mr. Goetzman feels that they may be able to move forward with the housing later this fall.

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Ithaca Downtown Associates/Hilton Canopy Hotel – Final Approval James Dennis moved to approve the Inducement Resolution for the Ithaca Downtown Associates thus approving the application. Svante Myrick seconded the motion. Mr. Stamm gave a brief overview of the project and the process so far. A public hearing has been held and the minutes have been distributed to the full board. Ms. McDaniel has done a financial analysis of the project and affirmed that there is a qualifying need for the 10-‐year PILOT as requested. Mr. Stamm reminded all that the developer has committed to a wage agreement with the City of Ithaca for permanent workers at the hotel. They intend to hire local labor when possible and have worked on energy efficiency with the architects and engineers. The City of Ithaca has issued an approval letter under the CIITAP Policy. Mr. Burbank commented that there is a lot that he likes about the project but he is disappointed in the lack of green building practices. Mr. Witham commented that the building will be built to the 2015 codes. They are also looking at energy expenditure and will follow the Hilton “light stay” program. Ms. Chiang asked about the sustainable operation policies. These are the use of water carafes instead of water bottles in rooms, monitoring of HVAC needs, reduced need for laundry, etc. Mr. Burbank thanked all who attended the public hearing. He stated that the public has called on the IDA to rethink how we do things. He feels that the attempts to make changes to the CIITAP policy and other policies are taking too long. He will not support this project and feels that the IDA should fund only very energy efficient buildings. He also feels that this project will hurt other struggling hotels. He stated that he does appreciate the wage agreement. Mr. Myrick stated that it is important to use the right policy to make changes. If we want to raise wages, we need to change the minimum wage. This hotel will provide needed jobs that are accessible on a bus line or are within walking distance. If we want to change the building codes, we need to do so across the board not just in an incentivized zone. Green building could increase the costs in the downtown area and push future projects out of the City to a greenfield. Mr. Myrick stated that there is space to change the CIITAP policy and that there is a committee working on it – we may need to increase the incentives to accommodate raised costs. The increases in the tax base these projects bring helps the City’s employees who can keep their wages and benefits and not have to pay more.

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A vote was taken on the motion on the table. The motion passed (4 yes, 1 no, 2 absent) Mr. Stamm commented that the Ithaca Convention and Visitor’s Bureau did do calculations relating to hotels and competition. He will make sure this study is available. Mr. Burbank asked about the Local Labor Task Force process and if there was a time frame in mind for when a policy would be produced? Mr. Dennis stated that they are working and cannot commit to a date. Ms. Tavares, who is on the task force, commented that the group has only been working for two months and they are trying to do it right and not rush the process. She feels it will most likely take a few more months. Mr. Burbank asked about the CIITAP committee. Mr. Myrick stated that the group has been formed but needs to finalize work on the City’s comprehensive plan before beginning work on the CIITAP policy. He hopes to have something by the end of summer. Mr. Burbank asked how many new IDA/CIITAP projects are “in the works.” Ms. McDaniel said there are four projects that are working through the due diligence such as SEQR and financing. Mr. Burbank stated that time is of the essence. He is thinking of proposing a moratorium. Ms. Tavares commented on the need to have a project summary at future public hearings. Tompkins Trust Company Headquarters – Application Ms. McDaniel gave an overview of the project. This is a CIITAP application that is asking for the 10-‐year PILOT option. Staff is currently reviewing the financial data to determine need and will report at a future meeting. This is not a development project with a proforma that shows return on investment as a result of rental income. This will be an owner occupied building. She is working with Tompkins Financial to review the costs of building downtown versus building on a greenfield site outside the city. This is a $35M multi-‐story building project with 110,000 s.f. of office space. This would consolidate employees from 5 other downtown locations. This building will increase property taxes. There are also a lot of indirect spending benefits of retaining 282 employees downtown including parking, shopping, and dining by employees. The developer is working with HOLT architects and will build to LEED standards though may not go for the actual certification.

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Ms. McDaniel requested that the board accept the application and move it to a public hearing. Mr. Hartz, CEO and President of Tompkins Trust Company thanked the board and introduced Greg Wilder, Assistant VP and Facilities & Purchasing Manager. Mr. Hartz stated that since 1836, the Tompkins Trust Company has been in the City of Ithaca. Tompkins Trust Company is part of Tompkins Financial, which is made up of four banks (3 in NY and 1 in PA), an independent Insurance Agency, and a Wealth Management company. These are six companies that are growing and he hopes they continue to grow. The company values are community centric. This project allows the company to keep employees downtown and to achieve a better working environment as a result of consolidation into one building The project will be built to environmental friendly standards. Mr. Hartz spoke to the company’s employment practices. They are a long-‐term employer where the average tenure is greater than 10 years. They invest in training and development of all employees and there are examples of employees beginning at entry level jobs and rising to Vice President level. James Dennis moved to send the Tompkins Trust Company HQ Project to a public hearing. Will Burbank seconded the motion. The motion passed unanimously. Mr. Burbank asked what would be done with the vacated downtown spaces. Mr. Hartz stated that the main TTC bank building on the commons will be sold. The Seneca East and West buildings will have the drive thru relocated to that location and they will keep these two buildings and rent them until needed by the company. Ms. Tavares asked about the building assessment projection, if they include existing buildings? No this is just the new building. Mr. Dennis commented that he is very pleased that the company is staying and building downtown. STAFF REPORT Mr. Stamm reported on some NYS legislation that may be passed in this session. It would change the IDA law to include practices that we already include in our policies. MINUTES Jennifer Tavares moved to approve the minutes from the May 14, 2015 Board meeting. James Dennis seconded the motion. The motion passed. Meeting adorned at 5:45 PM

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