Tompkins County Industrial Development Agency...Resolution authorizing the Tompkins County...

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, May 11, 2017 •

2:00 – 3:30 PM Legislative Chambers

Governor Daniel D. Tompkins Building 121 E. Court Street, Ithaca NY

AGENDA

1. CALL TO ORDER

2. PRIVILEGE OF THE FLOOR

3. BUSINESS

Old Business Page # Mecklenburg (Renovus) Solar – Final Approval Inducement Resolution 3 Public Hearing Notice & Minutes (Minutes to be distributed at meeting) 7 SEQR Negative Declaration 8 Agency Project Agreement 11 Inducement Agreement 19

Enfield I (Delaware River Solar) Community Solar – Final Approval Inducement Resolution 24 Public Hearing Notice & Minutes (Minutes to be distributed at meeting) 29 SEQR Negative Declaration 30 Agency Project Agreement 31 Inducement Agreement 40 2016 TCIDA Annual Audit Acceptance/Approval Communications Letter from Auditors 47 Management Comment Letter 50 2016 Financial Report 52 PARIS Documents (hard copies available at the meeting) SUN8PDC (2150 Dryden Road) Community Solar Application – Discussion SUN8PDC (Turkey Hill Road) Community Solar Application – Discussion

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

New Business Page # Harold’s Holdings, LLC Benefit Memo 74 Application 76 1Q 2017 Financial Report 92

4. STAFF REPORT

5. APPROVAL OF MEETING MINUTES – April 13, 2017 93

6. ADJOURNMENT Next Meeting: June 15, 2017

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INDUCEMENT RESOLUTION:Mecklenburg Solar, LLC

1732 Mecklenburg Road, Town of Enfield

A regular meeting of the Tompkins County Industrial Development Agency was convened on May11, 2017 at 2:00 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 approximately 13 acres of real property consisting of aparcel of land leased by Mecklenburg Solar, LLC and located at 1732 MecklenburgRoad in the Town of Enfield, Tompkins County, New York (currently designated asTown of Enfield tax parcel number 4.-1-8.32) and improvements to be constructedthereon;

(ii) appoint Mecklenburg Solar, LLC as its agent to acquire, construct and equipthereon a 1.8-megawatt community solar array to be used to generate electricity thatwill allow residential subscribers to receive renewable energy that will offset traditionalpower sources for the equivalent of 200-300 homes;

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

(iv) provide financial assistance to Mecklenburg Solar, LLC in the form of a partialreal 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, Mecklenburg Solar, LLC (hereinafter called the “Company”) desires to acquire, constructand equip upon approximately 13 acres of real property leased by the Company at 1732 Mecklenburg Roadin the Town of Enfield, Tompkins County, New York (currently designated as Town of Enfield tax parcelnumber 4.-1-8.32) (the “Land”) a 1.8-megawatt community solar array to be used to generate electricity thatwill allow residential subscribers to receive renewable energy that will offset traditional power sources forthe equivalent of 200-300 homes (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

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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 partial real property taxabatement through the PILOT Agreement; and

WHEREAS, pursuant to General Municipal Law Section 859-a, at 10:00 a.m. on May 10, 2017 at theEnfield Community Building, located in the Town of Enfield at 182 Enfield Main Road, Enfield, 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 Town of Enfield Planning Board (the “Planning Board”) on July 6, 2016 issued anegative declaration (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;

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;

c. The Agency has the authority to take the actions contemplated herein under the Act;

d. The action to be taken by the Agency will induce the Company to develop the Project, therebyincreasing employment opportunities in Tompkins County and otherwise furthering thepurposes of the Agency as set forth in the Act;

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 or


facility to a location outside the State and/or is reasonably necessary to preserve thecompetitive position of the Project occupants in their respective industries;

Section 2. Based upon a review of the Company’s application and the SEQR Proceedings submitted tothe Agency, the Agency hereby:

a. Consents to and affirms the status of the Planning Board as Lead Agency within the meaningof, and for all purposes of complying with, 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. Subject to the Company executing the Agency Project Agreement attached hereto as ExhibitC and the Inducement Agreement attached hereto as Exhibit D, the Agency hereby authorizesthe Company 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 Agency Project Agreement shall expire on May31, 2019 (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 4. The standard Agency Administrative Fee pursuant to the Mission, Policies and Procedures ofthe Agency is one percent (1%) of the expenses that are positively impacted by the Agencyincentives. The fee for this Project will be one-half of one percent (0.5%).

Section 5. The Chairperson, Vice Chairperson, and/or Administrative Director of the Agency are herebyauthorized, 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 6. 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 Chairperson,and/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 7. 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 8. 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 AbsentJames P. Dennis, Chairperson [ ] [ ] [ ] [ ]Martha Robertson, Vice Chairperson [ ] [ ] [ ] [ ]Svante L. Myrick, Secretary [ ] [ ] [ ] [ ]Will Burbank [ ] [ ] [ ] [ ]Grace Chiang [ ] [ ] [ ] [ ]Jennifer Tavares [ ] [ ] [ ] [ ]Richard T. John [ ] [ ] [ ] [ ]

The resolutions were thereupon duly adopted.

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

Dated: May ______, 2017 _____________________________________Svante L. Myrick, Secretary of the Tompkins County Industrial Development Agency


NOTICE OF PUBLIC HEARING ON PROPOSED FINANCING

NOTICE IS HEREBY GIVEN that a public hearing pursuant to §859-a of the New York GeneralMunicipal Law will be held by the Tompkins County Industrial Development Agency (the “IDA”) on the 10th day of May, 2017, at 10:00 a.m. at the Enfield Community Building, 182 Enfield Main Road, Enfield, NewYork, in connection with the following matter:

Mecklenburg Solar, LLC (the “Company”), a New York State limited liability company, its successorsor designees, has requested that the IDA provide financial assistance for the following project: to construct andequip on approximately 13 acres of real property to be leased by the Company at 1732 Mecklenburg Road (taxparcel number 4.-1-8.32) in the Town of Enfield, County of Tompkins (“the Property”) a 1.8-megawattcommunity solar array to be used to generate electricity that will allow residential subscribers to receiverenewable energy that will offset traditional power sources for the equivalent of 200-300 homes (“theImprovements”); the Property and Improvements are collectively referred to as “the Facility.”

The financial assistance contemplated by the IDA will consist generally of exemption from taxationexpected to be claimed by the Company as a result of the IDA taking title to, possession or control (by lease,license or otherwise) of the Facility, or of the Company acting as an agent of the IDA, consisting of: (a)exemption from real estate transfer tax with respect to the transfer of the Facility or a portion thereof to the IDA;and (b) exemption from general real property taxation with respect to the Facility, which exemption shall beoffset, in whole or in part, by contractual payments in lieu of taxes (“PILOT” payments) by the Company forthe benefit of tax affected jurisdictions.

In accordance with §875(3) of the New York General Municipal Law, and if the Company’s applicationis approved, any New York State and local sales and use tax exemption claimed by the Company and approvedby the Agency in connection with the above-described project may be subject to recapture by the Agency underthe terms and conditions set forth in §875(3) and as will be set forth in the Agent Agreement to be entered intoby and between the Agency and the Company.

There is no proposed exemption from state and local sales and use tax.

The proposed PILOT Agreement deviates from the standard property tax abatement schedule of the IDA.

Members of the public are invited to review the project application containing an analysis of the costsand benefits of the proposed project at the IDA’s office (401 East State/MLK Jr. Street, Suite 402B, Ithaca, NewYork) during regular business hours.

The IDA will, at the above-stated time and place, hear all persons with views in favor of or opposed toeither the location or nature of the Project, or the proposed financial assistance being contemplated by the IDA. In addition, at, or prior to, such hearing, interested parties may submit to the IDA written materials pertainingto such matters.

A report of the hearing will be made available to the Tompkins County Industrial Development AgencyBoard of Directors. Approval of the financing by the IDA through its Board of Directors is necessary.

Dated: April 26, 2017 TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY

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Town of Enfield Planning Board Meeting Minutes - July 6, 2016 Enfield Community Building

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PRESENT: Poney Carpenter, Ann Chaffee, Calvin Rothermich, Dan Walker EXECUSED ABSENT: Steve Givin STAFF: Henry Hansteen, Liaison Town Board, Sue Thompson/Planning Board Recording Secretary, Alan Teeter, Code Enforcer, Dan Walker called the meeting to order at 7:05 p.m. Dan Walker stated he had not submitted the changes to the Site Plan Review law from the June meeting, to the Town Board but will do so.

Motion was made and seconded to accept the minutes of June 1, 2016, meeting. Approval of minutes passed unanimously. Dan Walker opened the Public Hearing for the subdivision listed below at 7:10 pm. John Rancich to presented his subdivision of tax parcels, 4.-1-8.3 and 4.-1-8.4 (1730 Mecklenburg Road) area. This subdivision will combine the parcels and divide into three parcels, “A, B, C”. John Rancich added the 20 foot frontage on to the “C” property as requested. Dan Walker closed the Public Hearing at 7:15 pm. Dan Walker directed the Board through the SEQR application. It was determined there would be no significance changes within the 4.-1-8.3 and 4.-1-8.4 (1730 Mecklenburg Road) submitted by John Rancich. Poney Carpenter made a motion to accept the above SEQR applications. Motion passed unanimously. John Rancich also presented a subdivision on property he purchased on Hines Road. He stated he abandoned the subdivision of 5 lots but sold the house and 2 acres on the parcel. He will also sell 3 acres on the property. The Planning Board informed him this was a minor subdivision and did not need approval from the Planning Board and thanked him for the information. For the record, a motion was made stating that a minor subdivision was made on property belonging to John Rancich on Hines Road and approved by the Planning Board, motion was passed unanimously. Dan Walker opened the Public Hearing at 7:20 pm Renovus - Travis – Hyde Solar Farm to be located at 1730 Mecklenburg Road. The proposed project is a 2.39 MW Solar photovoltaic system consisting of approximately 7,020 solar modules. Public Hearing was closed at 7:21 pm.

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Dan Walker directed the Board through the SEQR application for the Travis-Hyde project located at 1730 Meckenburg Road. It was determined there would be no significance changes for the project. A motion (PB resolution No 2016-4 listed below;; original documents located in the Town of Enfield Code Enforcement Office) was made to accept the SEQR application, submitted by Renovus Solar – Thom Mayo - Travis-Hyde Solar farm located at 1730 Mecklenburg Road. Poney Carpenter seconded the motion. Motion passed unanimously. PB resolution No. 2016- 4: Site Plan Approval, Travis-Hyde Solar Farm, 1730 Mecklenburg Road, Tax Parcels No. 4.-1-8.3 and 4.-1-8.4

1. This action is Consideration of Final Site Plan Approval for a 2.39 MW solar photovoltaic (PV) system located at 1730 Mecklenburg Road in the Town of Enfield, north side of Mecklenburg Road. The Proposal involves the construction of approximately 7,020 modules located over 13.059 acres. Installed by NYSEG and Renovus Solar applicant, Thom Mayo, Agent;; and

2. This is an Unlisted Action for which the Town of Enfield Planning Board, acting in an uncoordinated environmental review with respect to the Travis-Hyde solar farm proposal, made a negative determination of environmental significance after having reviewed and accepted as adequate a Short Environmental Assessment form part 1, prepared and submitted by the Applicant;; and prepared a Short Environmental Assessment Form Parts 2 and 3;; and

3. The Planning Board, at a public hearing on July 6, 2016, has reviewed and accepted the site plan drawings entitled “Travis Hyde Properties Tax Parcels No. 4.-1-8.3 and 4.-1-8.4. 2.39 MW Ground Mounted Photovoltaic System” prepared by Renovus date stamped May 20, 2016, and other application materials;;

NOW, THEREFORE BE IT RESOLVED: That the town of Enfield Planning Board hereby makes a negative determination of environmental significance in accordance with article 8 of the Environmental Conservation Law and 6 NYCRR Part 617 New York State Environmental Quality Review for the above reference action as proposed, based on the information in the SEAF Part 1 and for the reasons set forth in the SEAF Parts 2 and 3, and, therefore, an Environmental Impact Statement will not be required.

NOW, THEREFORE BE IT RESOLVED: That the town of Enfield Planning Board hereby grants site plan approval for the above referenced action as proposed.

A subdivision for 3-3-8.1 204 Iradell Road, Richard and Elizabeth Warner, was presented. The subdivision would split a 6.9 acre parcel into a lot where an existing

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house is plus two additional lots. There is road frontage on both sides. A public hearing was scheduled for August 3 for the above parcel. The Committee will review the “Violence in the Work Place” dvd at the next meeting. This is requested by the Town’s insurance policy. The Proposed Solar Law Draft review was tabled until the August meeting. Sue will e-mail the Solar Law to all members. Poney Carpenter made a motion and seconded by Ann Chaffee to adjourn the meeting. Meeting adjourned at 7:50 p.m. Respectfully submitted, Sue Thompson, Recording Secretary

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AGENCY PROJECT AGREEMENT

THIS AGREEMENT is made as of the _____ day of May, 2017, by and between the TompkinsCounty Industrial Development Agency (“the Agency”), a public benefit corporation of the State of NewYork, having its offices at 401 East State Street, Suite 402B, Ithaca, New York 14850 and MecklenburgSolar, LLC (“The Company”), a limited liability company duly formed and validly existing pursuant to thelaws of the State of New York, with a business address of 1520 Trumansburg Road, Ithaca, New York 14850.

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 approximately 13 acres of realproperty currently leased by the Company at 1732 Mecklenburg Road in the Town of Enfield, TompkinsCounty, New York (currently designated as Town of Enfield tax parcel number 4.-1-8.32) (the “Land”) a new1.8-megawatt community solar array to be used to generate electricity that will allow residential subscribersto receive renewable energy that will offset traditional power sources for the equivalent of 200-300 homes(hereinafter called the “Project”); and

WHEREAS, by Resolution dated May 11, 2017 (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 Agency Project Agreement; and

WHEREAS, the Agency approved the following financial assistance to the Company, as set forth inthe Resolution: a partial real property tax abatement through the PILOT Agreement; and

WHEREAS, the Agency purpose to be achieved by providing the financial assistance to the Companyis as follows, as set forth in the Resolution: to induce the Company to develop the Project, thereby increasingemployment opportunities in Tompkins County and otherwise furthering the purposes of the Agency as setforth in the Act;

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 rights of the Company to act as agent of the Agency shall expire onMay 31, 2019, unless extended as contemplated by the Resolution.

2. The parties are contemplating that the Agency and the Company will enter into a lease agreement fromthe Company to the Agency (the “Lease Agreement”), a leaseback agreement from the Agency to theCompany (the “Leaseback Agreement”) and payment-in-lieu-of-tax agreement (the “PILOTAgreement”) with the Company. The Company agrees not to take title to any property as agent forthe Agency until the Leaseback Agreement and PILOT Agreement have been executed and delivered.

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3. 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 limited liability company duly formed and validly existing under the lawsof the State of New York, has the authority to enter into this Agreement, and has dulyauthorized the execution 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 orimposition 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, and 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) that the Company will take all reasonable and prudent stepsto prevent an unlawful release of hazardous substances at the Project or onto any otherproperty, (iii) that no asbestos will be incorporated into or disposed of at the Project; (iv) thatno underground storage tanks will be located at the Project, and (v) that no investigation,order, agreement, notice, demand or settlement with respect to any of the above is threatened,anticipated, or in existence. The Company, upon receiving any information or notice 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 agree to pay the expenses of same to the Agency


upon demand, and agree 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. The Company commits to the following investment amount: $3,450,000.00.

h. The Company states that the current number of jobs it provides is 0 and project that the Projectwill result in the creation of the following number of jobs: 0.

i. The Company makes the following commitment regarding the use of local labor: it will use100% local labor and will comply with the Agency’s Local Labor Utilization Policy.

j. The Company shall provide a certified statement and documentation annually, containing thefollowing information, and such other information required by the Agency:

i. The number of full time equivalent (“FTE”) jobs retained and/or created as a result ofthe financial assistance, by category, including FTE independent contractors oremployees of independent contractors that work at the project location;

ii. That the salary and fringe benefit averages or ranges for categories of jobs retainedand jobs created that were provided in the application are still accurate, and if it is notstill accurate, a revised list of salary and fringe benefit averages or ranges forcategories of jobs retained and/or jobs created.

k. intentionally omitted - no sales/use tax exemption

l. intentionally omitted - no sales/use tax exemption

m. intentionally omitted - no mortgage recording tax abatement

4. Payments in Lieu of Taxes (“PILOT” payments): The Company will make PILOT payments as setforth in the PILOT Agreement to be executed by the parties. The estimated dates when PILOTpayments are to be made and the estimated amounts to be paid to each affected taxing jurisdiction,or a formula by which the amounts will be calculated, are as follows: see Schedule A attachedhereto.

5. Suspension or discontinuance of financial assistance; return of all or part of financial assistance: TheCompany shall be subject to discontinuance of financial assistance and the return of all or part of thefinancial assistance provided by the Agency as set forth in the Agency Recapture Policy.

6. Hold Harmless Provision. The Company hereby releases the Agency from, agrees that the 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, successors


and 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.

7. 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. 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.

8. Additional Provisions Regarding 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 such


insurance 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.

9. 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.

10. 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.

11. All notices, claims and other communications hereunder shall be in writing and shall be deemed to beduly 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: Mecklenburg Solar, LLC1520 Trumansburg RoadIthaca, New York 14850

With a copy to: Harris Beach, PLLC119 East Seneca StreetIthaca, 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.


12. 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 executed andto be wholly performed therein, and the parties hereby agree to submit to the personal jurisdiction ofthe federal or state courts located in Tompkins County, New York.

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

Tompkins County Industrial Development Mecklenburg Solar, LLCAgency

By: _____________________________ By: ________________________________Name: Heather D. McDaniel Name:Title: Administrative Director Title:

CERTIFICATION

_________________________________[Name], the ____________________________[Title] ofMecklenburg Solar, LLC hereby certifies under penalty of perjury that the Company is in substantialcompliance with all local, state, and federal tax, worker protection, and environmental laws, rules, andregulations.

MECKLENBURG SOLAR, LLC

Date: May ______, 2017 By: ______________________Name:____________________Title:_____________________


SCHEDULE A

Payment-in-Lieu-of-Tax (“PILOT”) Agreement abatement schedule

The property tax abatement schedule deviates from the IDA’s standard abatement schedule. The term of thePILOT Agreement is twenty years, with a payment of $8,000 per megawatt (AC) in year one plus a 2%increase each year.

With respect to the portion of the assessed value of the subject premises attributable to the improvements tobe constructed thereon, the following percentages of the general real property taxes which would be due inrespect of the improvements to the premises (i.e., the assessed value of the improvements to the premises)but for its record ownership by the Agency (but without any reference to, or utilization of, Section 485-b ofthe Real Property Tax law of the State of New York), based on a current assessment of such improvements,commencing the first tax status date following the date of execution of the PILOT Agreement (assumesPILOT execution after March 1, 2017 but prior to March 1, 2018):

YEAR OF EXEMPTION PAYMENT MADE

1 2018-19 School; 2019 Town & County $14,4002 2019-20 School; 2020 Town & County $14,6883 2020-21 School; 2021 Town & County $14,9824 2021-22 School; 2022 Town & County $15,2815 2022-23 School; 2023 Town & County $15,5876 2023-24 School; 2024 Town & County $15,8997 2024-25 School; 2025 Town & County $16,2178 2025-26 School; 2026 Town & County $16,5419 2026-27 School; 2027 Town & County $16,87210 2027-28 School; 2028 Town & County $17,20911 2028-29 School; 2029 Town & County $17,55412 2029-30 School; 2030 Town & County $17,90513 2030-31 School; 2031 Town & County $18,26314 2031-32 School; 2032 Town & County $18,62815 2032-33 School; 2033 Town & County $19,00016 2033-34 School; 2034 Town & County $19,38117 2034-35 School; 2035 Town & County $19,76818 2035-36 School; 2036 Town & County $20,16319 2036-37 School; 2037 Town & County $20,56720 2037-38 School; 2038 Town & County $20,97821 Thereafter no abatement, full taxes paid


INDUCEMENT AGREEMENT

This INDUCEMENT AGREEMENT (the “Agreement”), dated as of the ______ day of May, 2017,is made between the TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY (the “Agency”),a public benefit corporation of the State of New York, having its offices at 401 East State Street, Suite 402B,Ithaca, New York 14850, and MECKLENBURG SOLAR, LLC (the “Company”), a limited liabilitycompany duly formed and existing pursuant to the laws of the State of New York, having a business addressof 1520 Trumansburg Road, 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 and construction (the “Construction”) of a 1.8-megawattcommunity solar array to be used to generate electricity that will allow residential subscribers to receiverenewable energy that will offset traditional power sources for the equivalent of 200-300 homes (the“Facility”) upon approximately 13 acres of land currently leased by the Company at 1732 Mecklenburg Roadin the Town of Enfield, County of Tompkins and State of New York, currently designated as tax parcelnumber 4.-1-8.32 (the “Land”), and the installation of certain equipment to be installed thereon (the“Equipment”) (the Land, the Facility, the Construction, and the Equipment are hereinafter collectivelyreferred 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 (the “Application”), will promote and further thepurposes of the Act.

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1.06. On May 11, 2017, the Agency adopted a Resolution agreeing to undertake to assist theCompany and to effectuate the purposes of the Act and, subject to the happening of all acts, conditions andthings required 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 (the “LeaseAgreement”) and the Leaseback Agreement, the Company will lease the Project Facility 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 and


conditions 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 the 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 as requiredby 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 howsoeverdenominated 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 agents 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 limitsthe 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 twelve(12) months from the date hereof, the provisions of this Agreement (other than the provisions of Articles 3.04,3.05, 3.06, 3.07 and 3.09 above, which shall survive) shall, unless extended by agreement of the Agency andthe Company, terminate and be of no further force or effect, and following such termination neither partyshall have any rights 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 ofMay, 2017.

TOMPKINS COUNTY INDUSTRIAL MECKLENBURG SOLAR, LLCDEVELOPMENT AGENCY

By: _________________________________ By: ___________________________________Heather D. McDaniel Name:Administrative Director Title:


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

On the ______ day of May, in the year 2017, before me, the undersigned, a Notary Public in and forsaid State, personally appeared HEATHER D. McDANIEL, personally known to me or proved to me on thebasis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, andacknowledged to me that she executed the same in her capacity, and that by her signature on the instrument,the individual, or the person on behalf of whom the individual acted, executed the instrument.

_______________________________Notary Public


On the ______ day of May, in the year 2017, before me, the undersigned, a Notary Public in and forsaid State, personally appeared __________________________, personally known to me or proved to meon the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument,and acknowledged to me that s/he executed the same in her/his capacity, and that by her/his signature on theinstrument, the individual, or the person on behalf of whom the individual acted, executed the instrument.

_______________________________Notary Public


INDUCEMENT RESOLUTION:Delaware River Solar, LLC / NY Enfield I, LLC

236 Podunk Road, Town of Enfield

A regular meeting of the Tompkins County Industrial Development Agency was convened on May11, 2017 at 2:00 p.m.

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

Resolution authorizing the Tompkins County Industrial Development Agency to

(i) take a leasehold interest in real property consisting of a parcel of land leased byDelaware River Solar, LLC (which lease Delaware River Solar, LLC will assign to NYEnfield I, LLC, said assignment hereinafter referred to as the “Lease Assignment”) andlocated on 236 Podunk Road in the Town of Enfield, Tompkins County, New York(currently designated as part of Town of Enfield tax parcel number 1.-3-10.2) andimprovements to be constructed thereon;

(ii) appoint Delaware River Solar, LLC (and, after the Lease Assignment, NY EnfieldI, LLC) as its agent to acquire, construct and equip thereon a 2-megawatt communitysolar array (known as Enfield I) to be used to generate electricity that will allowresidential and commercial subscribers to receive renewable energy that will offsettraditional power sources for the equivalent of 400-450 homes and businesses;

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

(iv) provide financial assistance to Delaware River Solar, LLC (and, after the Lease Assignment, NY Enfield I, LLC) in the form of:

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

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

(c) a mortgage tax exemption for the financing related to the project; and

(v) execute related documents.

WHEREAS, by Title 1 of Article 18-A of the General Municipal Law of the State of New York, 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, Delaware River Solar, LLC (and, after the Lease Assignment, NY Enfield I, LLC)(hereinafter called the “Company” during their respective periods of interest) desires to acquire, construct and

- Page 1 -IDA \ DE River Solar-Enfield I induce.res24

equip upon real property leased by the Company on 236 Podunk Road in the Town of Enfield, TompkinsCounty, New York (currently designated as part of Town of Enfield tax parcel number 1.-3-10.2) (the“Land”) a 2-megawatt community solar array (known as Enfield I) to be used to generate electricity that willallow residential and commercial subscribers to receive renewable energy that will offset traditional powersources for the equivalent of 400-450 homes and businesses (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, (b)a partial real property tax abatement through the PILOT Agreement, and (c) a mortgage tax exemption forthe financing related to the Project; and

WHEREAS, pursuant to General Municipal Law Section 859-a, at 10:00 a.m. on May 10, 2017 at theEnfield Community Building, located in the Town of Enfield at 182 Enfield Main Road, Enfield, 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 Town of Enfield Planning Board (the “Planning Board”) on March 1, 2017 issueda negative declaration (the “SEQR Proceedings”) under Article 8 of the Environmental Conservation Lawand Regulations adopted pursuant thereto by the Department of Environmental Conservation of the State(collectively, “SEQR”) with respect to the Project. A copy of the negative declaration is attached hereto 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;

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;

c. The Agency has the authority to take the actions contemplated herein under the Act;


d. The action to be taken by the Agency will induce the Company to develop the Project, therebyincreasing employment opportunities in Tompkins County and otherwise furthering thepurposes of the Agency as set forth in the Act;

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;

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 Planning Board as Lead Agency within the meaningof, and for all purposes of complying with, 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. Subject to the Company executing the Agency Project Agreement attached hereto as ExhibitC and the Inducement Agreement attached hereto as Exhibit D, the Agency hereby authorizesthe Company 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 Agency Project Agreement shall expire on May31, 2019 (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 4. The standard Agency Administrative Fee pursuant to the Mission, Policies and Procedures ofthe Agency is one percent (1%) of the expenses that are positively impacted by the Agencyincentives. The fee for this Project will be one-half of one percent (0.5%).


Section 5. The Chairperson, Vice Chairperson, and/or Administrative Director of the Agency are herebyauthorized, 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 6. 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 Chairperson,and/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 7. 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 8. 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 AbsentJames P. Dennis, Chairperson [ ] [ ] [ ] [ ]Martha Robertson, Vice Chairperson [ ] [ ] [ ] [ ]Svante L. Myrick, Secretary [ ] [ ] [ ] [ ]Will Burbank [ ] [ ] [ ] [ ]Grace Chiang [ ] [ ] [ ] [ ]Jennifer Tavares [ ] [ ] [ ] [ ]Richard T. John [ ] [ ] [ ] [ ]

The resolutions were thereupon duly adopted.


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

Dated: May ______, 2017 _____________________________________Svante L. Myrick, Secretary of the Tompkins County Industrial Development Agency


NOTICE OF PUBLIC HEARING ON PROPOSED FINANCING

NOTICE IS HEREBY GIVEN that a public hearing pursuant to §859-a of the New York GeneralMunicipal Law will be held by the Tompkins County Industrial Development Agency (the “IDA”) on the 10th day of May, 2017, at 10:00 a.m. at the Enfield Community Building, 182 Enfield Main Road, Enfield, NewYork, in connection with the following matter:

Delaware River Solar, LLC (the “Company”), a New York State limited liability company, its successorsor designees, has requested that the IDA provide financial assistance for the following project: to construct andequip on approximately 14 acres of real property to be leased by the Company at 236 Podunk Road (currentlypart of tax parcel number 1.-3-10.2, to be subdivided into a separate parcel) in the Town of Enfield, County ofTompkins (“the Property”) a 2-megawatt community solar array (known as Enfield I) to be used to generateelectricity that will allow residential and commercial subscribers to receive renewable energy that will offsettraditional power sources for the equivalent of 400-450 homes and businesses (“the Improvements”); theProperty and Improvements are collectively referred to as “the Facility.”

The financial assistance contemplated by the IDA will consist generally of exemption from taxationexpected to be claimed by the Company as a result of the IDA taking title to, possession or control (by lease,license or otherwise) of the Facility, or of the Company acting as an agent of the IDA, consisting of: (a)exemption from state and local sales and use tax with respect to the qualifying personal property portion of theFacility; (b) exemption from real estate transfer tax with respect to the transfer of the Facility or a portion thereofto the IDA; (c) exemption from mortgage recording tax with respect to any qualifying mortgage on the Facility,which exemption shall be offset, in part, by contractual payment in lieu of a portion of the mortgage recordingtax; and (d) exemption from general real property taxation with respect to the Facility, which exemption shallbe offset, in whole or in part, by contractual payments in lieu of taxes (“PILOT” payments) by the Company forthe benefit of tax affected jurisdictions.

In accordance with §875(3) of the New York General Municipal Law, and if the Company’s applicationis approved, any New York State and local sales and use tax exemption claimed by the Company and approvedby the Agency in connection with the above-described project may be subject to recapture by the Agency underthe terms and conditions set forth in §875(3) and as will be set forth in the Agent Agreement to be entered intoby and between the Agency and the Company.

The proposed exemption from state and local sales and use tax is expected to exceed $100,000.00. Theproposed PILOT Agreement deviates from the standard property tax abatement schedule of the IDA.

Members of the public are invited to review the project application containing an analysis of the costsand benefits of the proposed project at the IDA’s office (401 East State/MLK Jr. Street, Suite 402B, Ithaca, NewYork) during regular business hours.

The IDA will, at the above-stated time and place, hear all persons with views in favor of or opposed toeither the location or nature of the Project, or the proposed financial assistance being contemplated by the IDA. In addition, at, or prior to, such hearing, interested parties may submit to the IDA written materials pertainingto such matters.

A report of the hearing will be made available to the Tompkins County Industrial Development AgencyBoard of Directors. Approval of the financing by the IDA through its Board of Directors is necessary.

Dated: April 26, 2017 TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY

29

TownofEnfieldPlanningBoard,March1,2017

PBresolutionNo.2017-3:SEQR,DelawareRiverSolar,LLC,PodunkRoadSolarFarm,236PodunkRoad,TaxParcel1.-3-10.2

MovedBy-PoneyCarpenter SecondBy–AnnChaffee

WHEREAS:

1. ThisactionisConsiderationofSitePlanApprovalfortheDelawareRiverSolar,LLC,PodunkRoadSolarFarm,236PodunkRoad,TaxParcel1.-3-10.2intheTownofEnfield;and

2. TheProjectinvolvestheconstructionofa2MWacgroundmountedphotovoltaicsystemonaleasedsite;CharlesField,Owner;DelawareRiverSolar,applicant;PeterDolgos,Agent;and

3. ThisisaTypeIActionforwhichtheTownofEnfieldPlanningBoardisactingasLeadAgencyinanuncoordinatedenvironmentalreviewwithrespecttotheproposal;and

4. ThePlanningBoard,onMarch1,2017,hasreviewedandacceptedasadequateaLongEnvironmentalAssessmentformpart1,preparedandsubmittedbytheApplicant;siteplandrawingsentitled“PodunkRoadSolarFarmSitePlan”,dated1/20/17,preparedbyChazenEngineering;and

5. TheplanningBoardonMarch1,2017,haspreparedaLongEnvironmentalAssessmentFormParts2and3;

NOW,THEREFOREBEITRESOLVED:

ThatthetownofEnfieldPlanningBoardherebymakesanegativedeterminationofenvironmentalsignificanceinaccordancewitharticle8oftheEnvironmentalConservationLawand6NYCRRPart617NewYorkStateEnvironmentalQualityReviewfortheabovereferencedactionasproposed,basedontheinformationintheSEAFPart1andforthereasonssetforthintheSEAFParts2and3,and,therefore,anEnvironmentalImpactStatementwillnotberequired.

VOTE

Ayes:Carpenter,Chaffee,Walker

Nays:None

30

AGENCY PROJECT AGREEMENT

THIS AGREEMENT is made as of the _____ day of May, 2017, by and between the TompkinsCounty Industrial Development Agency (“the Agency”), a public benefit corporation of the State of NewYork, having its offices at 401 East State Street, Suite 402B, Ithaca, New York 14850; Delaware RiverSolar, LLC (“Delaware”), a limited liability company duly formed and validly existing pursuant to the lawsof the State of New York, with a business address of 33 Irving Place, Suite 1090, New York, New York10003; and NY Enfield I, LLC (“Enfield I”), a limited liability company duly formed and validly existingpursuant to the laws of the State of New York, with a business address of 33 Irving Place, Suite 1090, NewYork, New York 10003.

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, Delaware and Enfield I desire to acquire, construct and equip upon approximately 14acres of real property currently leased by Delaware (which lease is to be assigned to Enfield I) at 236 PodunkRoad in the Town of Enfield, Tompkins County, New York (currently designated as part of Town of Enfieldtax parcel number 1.-3-10.2) (the “Land”) a new 2-megawatt community solar array to be used to generateelectricity that will allow residential and commercial subscribers to receive renewable energy that will offsettraditional power sources for the equivalent of 400-450 homes and businesses (hereinafter called the“Project”); and

WHEREAS, by Resolution dated May 11, 2017 (the “Resolution”), the Agency authorized Delawareand Enfield I to act as its agents for the purposes of acquiring, constructing and equipping the Project as setforth above, subject to Delaware and Enfield I entering into this Agency Project Agreement; and

WHEREAS, the Agency approved the following financial assistance to Delaware and/or Enfield I,as set forth in the Resolution: a sales tax exemption for purchases and rentals related to the acquisition,construction and equipping of the project; a partial real property tax abatement through the PILOTAgreement; and a partial mortgage tax exemption for the financing related to the project; and

WHEREAS, the Agency purpose to be achieved by providing the financial assistance to Delawareand Enfield I is as follows, as set forth in the Resolution: to induce Delaware and Enfield I to develop theProject, thereby increasing employment opportunities in Tompkins County and otherwise furthering thepurposes of the Agency as set forth in the Act;

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. Delaware and Enfield I hereby agree to limit their activities as agent for theAgency under the authority of the Resolution to acts reasonably related to the acquisition,construction and equipping of the Project. The rights of Delaware and Enfield I to act as agents ofthe Agency shall expire on May 31, 2019, unless extended as contemplated by the Resolution.

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2. The parties are contemplating that the Agency and Delaware or Enfield I will enter into a leaseagreement from Delaware or Enfield I to the Agency (the “Lease Agreement”), a leaseback agreementfrom the Agency to Delaware or Enfield I (the “Leaseback Agreement”) and payment-in-lieu-of-taxagreement (the “PILOT Agreement”) with Delaware or Enfield I. Delaware and Enfield I agree notto take title to any property as agent for the Agency until the Leaseback Agreement and PILOTAgreement have been executed and delivered.

3. Representations and Covenants of Delaware and Enfield I. Delaware and Enfield I make thefollowing representations and covenants in order to induce the Agency to proceed with the Project:

a. Delaware and Enfield I are limited liability companies duly formed and validly existing underthe laws of the State of New York, have the authority to enter into this Agreement, and haveduly authorized the execution 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 Delaware or Enfield I is a party orby which they is bound, or will constitute a default under any of the foregoing, or result in thecreation or imposition of any lien of any nature upon any of the property of Delaware orEnfield I under the terms of any such instrument or agreement.

c. The Project and the operation thereof will conform with all applicable zoning, planning,building and environmental laws and regulations of governmental authorities havingjurisdiction over the Project, and Delaware and Enfield I shall defend, indemnify and hold theAgency harmless from any liability or expenses resulting from any failure by Delaware orEnfield I to comply with the provisions of this subsection.

d. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or byany court, public board or body pending or, to the knowledge of Delaware or Enfield I,threatened against or affecting Delaware or Enfield I, to which Delaware or Enfield I is aparty, an in which an adverse result would in any way diminish or adversely impact onDelaware or Enfield I’s ability to fulfill their obligations under this Agreement.

e. Delaware and Enfield I covenant that the Project will comply in all respects with allenvironmental laws and regulations, and, except in compliance with environmental laws andregulations: (i) that no pollutants, contaminants, solid wastes, or toxic or hazardoussubstances will be stored, treated, generated, disposed of, or allowed to exist at the Projectexcept in compliance with all material applicable laws; (ii) that Delaware and Enfield I willtake all reasonable and prudent steps to prevent an unlawful release of hazardous substancesat the Project or onto any other property, (iii) that no asbestos will be incorporated into ordisposed of at the Project; (iv) that no underground storage tanks will be located at the Project,and (v) that no investigation, order, agreement, notice, demand or settlement with respect toany of the above is threatened, anticipated, or in existence. Delaware and Enfield I, uponreceiving any information or notice contrary to the representations contained in this section,shall immediately notify the Agency in writing with full details regarding the same. Delawareand Enfield I hereby release the Agency from liability with respect to, and agree to defend,indemnify, and hold harmless the Agency, its executive director, directors, members, officers,


employees, agents, representatives, successors and assigns from and against any and allclaims, demands, damages, costs, orders, liabilities, penalties, and expenses (includingreasonable attorney’s fees) related in any way to any violation of the covenants or failure tobe accurate of the representations contained in this section. In the event the Agency in itsreasonable discretion deems it necessary to perform due diligence with respect to any of theabove, or to have an environmental audit performed with respect to the Project, Delaware andEnfield I agree to pay the expenses of same to the Agency upon demand, and agree that uponfailure to do so, their obligation for such expenses shall be deemed to be additional rent.

f. The Agency encourages Delaware and Enfield I to use an open bidding process forconstruction contracts; to give opportunities for employment in the construction of the Projectto persons residing in Tompkins County, New York; and to award contracts for work inconnection with the Project to eligible business concerns which are located in, or owned insubstantial part by persons residing in, Tompkins County, New York.

g. Delaware and Enfield I commit to the following investment amount: $4,615,649.00.

h. Delaware and Enfield I state that the current number of jobs they provide is 0 and project thatthe Project will result in the creation of the following number of jobs: 0.

i. Delaware and Enfield I make the following commitment regarding the use of local labor: compliance with the Agency’s Local Labor Utilization Policy.

j. Delaware and Enfield I shall provide a certified statement and documentation annually,containing the following information, and such other information required by the Agency:

i. The number of full time equivalent (“FTE”) jobs retained and/or created as a result ofthe financial assistance, by category, including FTE independent contractors oremployees of independent contractors that work at the project location;

ii. That the salary and fringe benefit averages or ranges for categories of jobs retainedand jobs created that were provided in the application are still accurate, and if it is notstill accurate, a revised list of salary and fringe benefit averages or ranges forcategories of jobs retained and/or jobs created.

k. In accordance with Section 875(3) of the New York General Municipal Law, Delaware andEnfield I covenant and agree that, if they receive New York State and local sales and use taxexemption benefits (“sales and use tax exemption benefits”) from the Agency, and it isdetermined that: (i) Delaware and/or Enfield I are not entitled to the sales and use taxexemption benefits; (ii) the sales and use tax exemption benefits are in excess of the amountsauthorized by the Agency to be taken by Delaware and Enfield I; (iii) the sales and use taxexemption benefits are for property or services not authorized by the Agency as part of theProject; or (iv) the sales and use tax exemption benefits are taken in cases where Delawareand/or Enfield I fail to comply with a material term or condition to use property or servicesin the manner approved by the Agency in connection with the Project, then Delaware andEnfield I will (i) cooperate with the Agency in its efforts to recover or recapture any sales anduse tax exemption benefits, and (ii) promptly pay over any such amounts to the Agency thatthe Agency demands in connection therewith. Delaware and Enfield I further understand and


agree that in the event that Delaware and/or Enfield I fail to pay over such amounts to theAgency, the New York State Tax Commissioner may assess and determine New York Stateand local sales and use taxes due from Delaware and/or Enfield I, together with any relevantpenalties and interest due on such amounts.

l. Delaware and Enfield I further covenant and agree that the purchase of goods and servicesrelating to the Project and subject to New York State and local sales and use taxes areestimated in amount up to $3,265,775, and, therefore, the value of the sales and use taxexemption benefits authorized and approved by the Agency cannot exceed $261,262.

m. Provided that such abatement is authorized by applicable law, Delaware or Enfield I willreceive an abatement of a portion of the mortgage recording tax, in the amount of one-quarterof one percent of the total amount of the mortgage (for example, if Delaware or Enfield Iborrows $2,500,000.00, the amount of the mortgage tax that will be abated is $6,250.00). Delaware or Enfield I will make a payment at closing in lieu of the remaining portion of themortgage recording tax, in the amount of three-quarters of one percent of the total amount ofthe mortgage.

4. Payments in Lieu of Taxes (“PILOT” payments): Delaware or Enfield I will make PILOT paymentsas set forth in the PILOT Agreement to be executed by the parties. The estimated dates when PILOTpayments are to be made and the estimated amounts to be paid to each affected taxing jurisdiction,or a formula by which the amounts will be calculated, are as follows: see Schedule A attachedhereto.

5. Suspension or discontinuance of financial assistance; return of all or part of financial assistance:Delaware and Enfield I shall be subject to discontinuance of financial assistance and the return of allor part of the financial assistance provided by the Agency as set forth in the Agency Recapture Policy.

6. Hold Harmless Provision. Delaware and Enfield I hereby release the Agency from, agree that theAgency shall not be liable for, and agree to indemnify, defend and hold the Agency and its executivedirector, directors, officers, members, employees, agents (except Delaware and Enfield I),representatives, successors and assigns harmless from and against any and all (i) liability for loss ordamage to property or injury to or death of any and all persons that may be occasioned by any causewhatsoever pertaining to the Project or arising by reason of or in connection with the occupation orthe use thereof or the presence on, in or about the Project or breach by Delaware or Enfield I of thisAgreement or (ii) liability arising from or expense incurred by the Agency’s financing, rehabilitating,renovation, equipping, owning and leasing of the Project, including without limitation the generalityof the foregoing, all causes of action and reasonable attorney’s fees and any other expenses incurredin defending any suits or actions which may arise as a result of any of the foregoing. The foregoingindemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any ofits respective members, directors, officers, agents or employees and irrespective of the breach of astatutory obligation or the application of any rule of comparative or apportioned liability, except thatsuch indemnities will not be applicable with respect to willful misconduct or gross negligence on thepart of the Agency or any other person or entity to be indemnified.

7. Insurance Required. Effective as of the date hereof and until the Agency consents in writing to atermination, Delaware or Enfield I shall maintain or cause to be maintained insurance against suchrisks and for such amounts as are customarily insured against by businesses of like size and type


paying, as the same become due and payable, all premiums in respect thereto, including, but notnecessarily limited to:

a. 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 Delaware or Enfield I or (ii) as an alternativeto the above requirements (including the requirements of periodic appraisal), Delaware orEnfield I may insure the Project under a blanket insurance policy or policies covering not onlythe Project but other properties as well.

b. Worker’s Compensation insurance, disability benefits insurance, and each other form ofinsurance which the Agency or Delaware or Enfield I is required by law to provide, coveringloss resulting from injury, sickness, disability or death of employees of Delaware or EnfieldI who are located 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 Delaware or Enfield I by any applicable worker’scompensation law; and a blanket excess liability policy in the amount not less than$3,000,000, protecting Delaware or Enfield I against any loss or liability or damage forpersonal injury or property damage.

8. Additional Provisions Regarding Insurance.

a. All insurance required by Section 4(a) hereof shall name the Agency as a named insured 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 Delaware or Enfield I and authorized to writesuch insurance in the State of New York. Such insurance may be written with deductibleamounts comparable to those on similar policies carried by other companies engaged inbusinesses similar in size, character and other respects to those in which Delaware or EnfieldI is engaged. All policies evidencing such insurance shall provide for (i) payment of the lossesof Delaware and Enfield I and the Agency as their respective interests may appear, and (ii) atleast thirty (30) days’ prior written notice of the cancellation thereof to Delaware and EnfieldI 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, Delaware or Enfield I shall furnish the Agencyevidence that the policy has been renewed or replaced or is no longer required by thisAgreement.

9. Errors and Omissions; Compliance. In consideration for the assistance provided to Delaware andEnfield I by the Agency, Delaware and Enfield I agree, if requested by Agency, to fully cooperate andexecute and/or re-execute any document that should have been signed at or before the closing of the


transaction described in this Agreement, or a corrected or modified version of any such documents,where the document was inadvertently not executed at or before the closing, or the version executedat or before the closing contained any typographical, clerical or mathematical error, or erroneouslycontained or omitted any provision that does not conform with the statutory authority and establishedpolicies of the Agency.

10. 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.

11. All notices, claims and other communications hereunder shall be in writing and shall be deemed to beduly 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 Delaware: Delaware River Solar, LLC33 Irving Place, Suite 1090New York, New York 10003

With a copy to: Law Office of Richard Chun, PLLC33 Irving Place, Suite 1090New York, New York 10003

To Enfield I: NY Enfield I, LLC33 Irving Place, Suite 1090New York, New York 10003

With a copy to: Law Office of Richard Chun, PLLC33 Irving Place, Suite 1090New York, New York 10003

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.

12. 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 executed andto be wholly performed therein, and the parties hereby agree to submit to the personal jurisdiction ofthe federal or state courts located in Tompkins County, New York.


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

Tompkins County Industrial Development Delaware River Solar, LLCAgency

By: _____________________________ By: ________________________________Name: Heather D. McDaniel Name:Title: Administrative Director Title:

NY Enfield I, LLC

By: ________________________________Name:Title:


CERTIFICATION

_________________________________[Name], the ____________________________[Title] ofDelaware River Solar, LLC hereby certifies under penalty of perjury that the Company is in substantialcompliance with all local, state, and federal tax, worker protection, and environmental laws, rules, andregulations.

Delaware River Solar, LLC


CERTIFICATION

_________________________________[Name], the ____________________________[Title] of NYEnfield I, LLC hereby certifies under penalty of perjury that the Company is in substantial compliance withall local, state, and federal tax, worker protection, and environmental laws, rules, and regulations.

NY Enfield I, LLC



SCHEDULE A

Payment-in-Lieu-of-Tax (“PILOT”) Agreement abatement schedule

The property tax abatement schedule deviates from the IDA’s standard abatement schedule. The term of thePILOT Agreement is twenty years, with a payment of $8,000 per megawatt (AC) in year one plus a 2%increase each year.

With respect to the portion of the assessed value of the subject premises attributable to the improvements tobe constructed thereon, the following percentages of the general real property taxes which would be due inrespect of the improvements to the premises (i.e., the assessed value of the improvements to the premises)but for its record ownership by the Agency (but without any reference to, or utilization of, Section 485-b ofthe Real Property Tax law of the State of New York), based on a current assessment of such improvements,commencing the first tax status date following the date of execution of the PILOT Agreement (assumesPILOT execution after March 1, 2017 but prior to March 1, 2018):

YEAR OF EXEMPTION PAYMENT MADE

1 2018-19 School; 2019 Town & County $16,0002 2019-20 School; 2020 Town & County $16,3203 2020-21 School; 2021 Town & County $16,6464 2021-22 School; 2022 Town & County $16,9795 2022-23 School; 2023 Town & County $17,3196 2023-24 School; 2024 Town & County $17,6657 2024-25 School; 2025 Town & County $18,0198 2025-26 School; 2026 Town & County $18,3799 2026-27 School; 2027 Town & County $18,74710 2027-28 School; 2028 Town & County $19,12111 2028-29 School; 2029 Town & County $19,50412 2029-30 School; 2030 Town & County $19,89413 2030-31 School; 2031 Town & County $20,29214 2031-32 School; 2032 Town & County $20,69815 2032-33 School; 2033 Town & County $21,11216 2033-34 School; 2034 Town & County $21,53417 2034-35 School; 2035 Town & County $21,96518 2035-36 School; 2036 Town & County $22,40419 2036-37 School; 2037 Town & County $22,85220 2037-38 School; 2038 Town & County $23,30921 Thereafter no abatement, full taxes paid


INDUCEMENT AGREEMENT

This INDUCEMENT AGREEMENT (the “Agreement”), dated as of the ______ day of May, 2017,is made between the TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY (the “Agency”),a public benefit corporation of the State of New York, having its offices at 401 East State Street, Suite 402B,Ithaca, New York 14850; DELAWARE RIVER SOLAR, LLC (“Delaware”), a limited liability companyduly formed and existing pursuant to the laws of the State of New York, having a business address of 33Irving Place, Suite 1090, New York, New York 10003; and NY Enfield I, LLC (“Enfield I”), a limitedliability company duly formed and existing pursuant to the laws of the State of New York, having a businessaddress of 33 Irving Place, Suite 1090, New York, New York 10003.

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 Delaware or Enfield I upon such terms and conditionsas the Agency 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. Delaware and Enfield I have requested that the Agency provide financial assistance for acertain project (the “Project”), consisting of the acquisition and construction (the “Construction”) of a2-megawatt community solar array to be used to generate electricity that will allow residential andcommercial subscribers to receive renewable energy that will offset traditional power sources for theequivalent of 400-450 homes and businesses (the “Facility”) upon approximately 14 acres of land currentlyleased by Delaware (which lease Delaware will assign to Enfield I) at 236 Podunk Road in the Town ofEnfield, County of Tompkins and State of New York, currently designated as part of tax parcel number 1.-3-10.2 (the “Land”), and the installation of certain equipment to be installed thereon (the “Equipment”) (theLand, the Facility, the Construction, and the Equipment are hereinafter collectively referred to as the “ProjectFacility”).

1.04. The Agency has determined that the providing of the Project Facility by the Agency and theleasing thereof by the Agency to Delaware or Enfield I will not result in the removal of an industrial ormanufacturing plant, facility or other commercial activity of Delaware or Enfield I from one area of the Stateto another area of the State nor result in the abandonment of one or more commercial or manufacturing plantsor facilities of Delaware or Enfield I located within the State; and the Agency has found that, based onDelaware’s or Enfield I’s application, to the extent occupants are relocating from one plant or facility toanother, the Project is reasonably necessary to discourage the Project occupants from removing such otherplant or facility to a location outside the State and/or is reasonably necessary to preserve the competitiveposition of the Project occupants in their respective industries.

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1.05. The Agency has determined that the acquisition, construction and equipping of the ProjectFacility, as described in the application to the Agency submitted on or about March 30, 2017 (the“Application”), will promote and further the purposes of the Act.

1.06. On May 11, 2017, the Agency adopted a Resolution agreeing to undertake to assist Delawareor Enfield I and to effectuate the purposes of the Act and, subject to the happening of all acts, conditions andthings required precedent to such assistance.

1.07. In the Resolution, the Agency appointed Delaware and Enfield I as its agents for the purposesof acquiring, 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 Delaware and Enfield I regarding the Project Facility and subject to the conditions set forthherein, the Agency 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 Delaware or Enfield I, all as shall be authorized bylaw and be mutually satisfactory to the Agency and the Company.

2.02. The Agency will enter into an agreement to lease the Project Facility to Delaware or EnfieldI (the “Leaseback Agreement”). Delaware or Enfield I shall be entitled to terminate the LeasebackAgreement pursuant to the terms as shall be prescribed in the Leaseback Agreement subject to conditions,if any, agreed upon by the Agency and Delaware or Enfield I. The Leaseback Agreement shall contain allprovisions required by law and such other provisions as shall be mutually acceptable to the Agency andDelaware or Enfield I and, to the extent it may 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. Delaware and Enfield I hereby accept the appointment made by the Agency in the Resolutionto be the true and lawful agents 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 statedagent of the Agency, and in general to do all things which may be requisite or proper for completing theProject Facility, all with the same powers and the same validity as the Agency could do if acting on its ownbehalf.

3.02. Delaware and Enfield I will, to the extent deemed by them to be necessary or desirable, enterinto a contract or contracts for the acquisition, construction and equipping of the Project Facility (includingany necessary contracts for the leasing of real property necessary or useful in said Project Facility), and, on


the terms and conditions set forth in a certain lease agreement between Delaware or Enfield I and the Agency(the “Lease Agreement”) and the Leaseback Agreement, Delaware or Enfield I will lease the Project Facilityto the Agency.

3.03. Contemporaneously with the lease of the Project Facility to the Agency, Delaware or EnfieldI will enter 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 Delaware or Enfield I will be obligated to payto or for the account of the Agency sums sufficient to pay the principal and interest of the note and mortgage.

3.04. (a) Delaware and Enfield I shall not permit to stand, and will, at their own expense, take allsteps reasonably 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. Delaware and Enfield I shall forever defend,indemnify and hold the Agency, its members, officers, employees and agents, and anyone for whose acts oromissions the Agency or any of them may be liable, harmless from and against any costs, losses, expenses,claims, damages and liabilities of whatever kind or nature arising, directly or indirectly, out of or based onlabor, services, materials and supplies, including equipment, ordered or used in connection with theacquisition, construction and equipping of the Project Facility or arising out of any contract or otherarrangement therefor (and including any expenses incurred by the Agency in defending any claims, suits oractions which may arise as a result of any of the foregoing), whether such claims or liabilities arise as a resultof the Company acting as agent for the Agency pursuant to this Agreement or otherwise. The foregoingindemnities shall apply notwithstanding the fault or negligence on the part of the Agency, or any of itsrespective members, directors, officers, agents or employees and irrespective of the breach of a statutoryobligation or the application of any rule of comparative or apportioned liability, except that such indemnitieswill not be applicable with respect to willful misconduct or gross negligence on the part of the Agency or anyother person or entity to be indemnified, or actions of the persons to be indemnified that are outside of thescope of their duties on behalf of the Agency.

(b) Delaware and Enfield I shall forever defend, indemnify and hold harmless the Agency, itsmembers, officers, employees and agents, and anyone for whose acts or omissions the Agency or any of themmay be liable, from and against all claims, causes of action, liabilities and expenses howsoever arising forloss or damage to property or any injury to or death of any person (including, without limitation, death of orinjury to any employee of Delaware or Enfield I) that may occur subsequent to the date hereof by any causewhatsoever in relation to the Project Facility, including the failure to comply with the provisions of Article3.04 hereof, or arising, directly or indirectly, out of the ownership, construction, acquisition, operation,maintenance, repair or financing of the Project Facility, and including, without limitation, any expensesincurred by the Agency in defending any claims, suits or actions which may arise as a result of the foregoing.

(c) The defense and indemnities provided for in this Article 3 shall apply whether or not the claim,liability, cause of action or expense is caused or alleged to be caused, in whole or in part, by the activities,acts, fault or negligence of the Agency, its members, officers, employees and agents, anyone under 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) Delaware or Enfield I shall provide and carry worker’s compensation and disability insurance asrequired by the Leaseback Agreement.

3.05. Delaware and Enfield I agree that, as agents for the Agency or otherwise, they will complywith all the requirements of all federal, state and local laws, rules and regulations of whatsoever kind andhowsoever denominated applicable to the Agency and/or Delaware and/or Enfield I with respect to the ProjectFacility, the acquisition, construction and equipping thereof, and the operation and maintenance of the ProjectFacility. Every provision required by law to be inserted herein shall be deemed to be set forth herein as ifset forth in full; and upon the request of either party, this Agreement shall be amended to specifically set forthany such provision or provisions.

3.06. Delaware and Enfield I agree that, as agents for the Agency or otherwise, to the extent thatsuch provisions of law are in fact applicable (without creating an obligation by contract beyond that whichis created by statute) they will comply with the requirements of Section 220 of the Labor Law of the Stateof New York, as amended.

3.07. Delaware and Enfield I agree that, as agents for the Agency and for all other purposes, theyshall annually file a statement with the New York State Department of Taxation and Finance, on a form andin such manner as prescribed by the Commissioner of Taxation and Finance, as to the value of all sales anduse exemptions claimed by Delaware and/or Enfield I or their agents, including, but not limited to, operatorsof the Project Facility and consultants or subcontractors of Delaware and/or Enfield I, under the authoritygranted pursuant to Section 874(8) of the General Municipal Law. The penalty for failure to file suchstatement shall include, without limitation, removal by the Agency of Delaware and/or Enfield I’s authorityto act as agents of the Agency.

3.08. Delaware and Enfield I will take such further action and adopt such further proceedings as maybe required to implement their aforesaid undertakings or as they may deem appropriate in pursuance thereof.

3.09. Delaware and Enfield I agree to cooperate with the Agency to (1) ensure compliance withsection 858-b of the General Municipal Law, and (2) prepare reports required to be prepared by the Agencypursuant to section 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, Delaware and Enfield I shall pay the same and defend and indemnifythe Agency from and against any liability, expenses and penalties arising out of, directly or indirectly, theimposition of any such taxes.

Article 4. General Provisions.

4.01. This Agreement shall take effect as of the date of execution hereof by the Agency andDelaware and Enfield I and shall remain in effect until the Lease Agreement and Leaseback Agreementbecomes effective. It is the intent of the Agency and Delaware and Enfield I that this Agreement besuperseded in its entirety by the Lease Agreement and Leaseback Agreement, except for the indemnitiescontained herein, which shall survive.


4.02. It is understood and agreed by the Agency and Delaware and Enfield I that the execution ofthe Leaseback Agreement and related documents are subject to (i) obtaining all necessary governmentalapprovals, (ii) approval of Delaware or Enfield I, (iii) approval by the members of the Agency, (iv)determination of the environmental impact of the Project Facility by the Agency and compliance with theState Environmental Quality Review Act, (v) agreement between the Agency, Delaware or Enfield I, and anymortgagee or other financial institution or agency involved with the financing of the construction of thebuilding of the Project Facility of mutually acceptable terms and conditions for the Leaseback Agreement andother documentation required in this transaction, (vi) the condition that there is no change in New York StateLaw which prohibits or limits the Agency from fulfilling its obligations and commitment as herein set forth,and (vii) payment by Delaware or Enfield I of the Agency’s fee and expenses.

4.03. Delaware and Enfield I agree that they will reimburse the Agency for all reasonable andnecessary direct out-of-pocket expenses which the Agency may incur as a consequence of the execution ofthis Agreement or performing its obligations hereunder.

4.04. Delaware and Enfield I agree to execute with the Agency a payment-in-lieu-of tax agreementin accordance with the request of Delaware and Enfield I submitted to the Agency and agreed to by theAgency in the Resolution.

4.05. If for any reason the Leaseback Agreement is not executed and delivered on or before twelve(12) months from the date hereof, the provisions of this Agreement (other than the provisions of Articles 3.04,3.05, 3.06, 3.07 and 3.09 above, which shall survive) shall, unless extended by agreement of the Agency andDelaware and Enfield I, terminate and be of no further force or effect, and following such termination neitherparty shall have any rights against the other party except:

(a) Delaware and Enfield I shall pay the Agency for all expenses which were authorized byDelaware and/or Enfield I and incurred by the Agency in connection with the acquisition, constructionand equipping of the Project Facility;

(b) Delaware and Enfield I shall assume and be responsible for any contracts for constructionor purchase of the equipment entered into by the Agency at the request of or as agent of Delaware orEnfield I in connection with the Project Facility; and

(c) Delaware and Enfield I will pay the direct out-of-pocket expenses of members of theAgency, and counsel for the Agency incurred in connection with the Project Facility and will pay thereasonable fees of counsel for the Agency for legal services relating to the Project Facility and theproposed construction thereof.

4.06. Delaware and Enfield I agree 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 ofMay, 2017.

TOMPKINS COUNTY INDUSTRIAL DELAWARE RIVER SOLAR, LLCDEVELOPMENT AGENCY

By: _________________________________ By: ___________________________________Heather D. McDaniel Name:Administrative Director Title:

NY Enfield I, LLC

By: ___________________________________Name:Title:


On the ______ day of May, in the year 2017, before me, the undersigned, a Notary Public in and forsaid State, personally appeared HEATHER D. McDANIEL, personally known to me or proved to me on thebasis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, andacknowledged to me that she executed the same in her capacity, and that by her signature on the instrument,the individual, or the person on behalf of whom the individual acted, executed the instrument.

_______________________________Notary Public



_______________________________Notary Public




_______________________________Notary Public


COMMUNICATION WITH THOSE CHARGED WITH GOVERNANCE AT THE CONCLUSION OF THE AUDIT

Board of Directors Tompkins County Industrial Development Agency Ithaca, New York

We have audited the financial statements of the business-type activities of Tompkins County Industrial Development Agency (the Agency), and its blended component unit, Tompkins County Development Corporation for the year ended December 31, 2016. Professional standards require that we provide you with information about our responsibilities under generally accepted auditing standards and Government Auditing Standards, as well as certain information related to the planned scope and timing of our audit. We have communicated such information in our letter to you dated December 16, 2016. Professional standards also require that we communicate to you the following information related to our audit. Significant Audit Findings Qualitative Aspects of Accounting Practices Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by the Agency are described in Note 1 to the financial statements. No new accounting policies were adopted and the application of existing policies was not changed during the 2016. We noted no transactions entered into by the Agency during the year for which there is a lack of authoritative guidance or consensus. All significant transactions have been recognized in the financial statements in the proper period.

Accounting estimates are an integral part of the financial statements prepared by management and are based on management’s knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. There were no significant accounting estimates.

Certain financial statement disclosures are particularly sensitive because of their significance to financial statement users. The most sensitive disclosure affecting the financial statements was: The disclosure of related parties is presented in Notes 1 and 7 to the financial statements. The financial statement disclosures are neutral, consistent, and clear.

Insero & Co. CPAs, LLP

Rochester | Ithaca | Corning | Cortland | Watkins Glen | (800) 232-9547 | www.inserocpa.com 47

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Difficulties Encountered in Performing the Audit We encountered no significant difficulties in dealing with management in performing and completing our audit. Corrected and Uncorrected Misstatements Professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that are trivial, and communicate them to the appropriate level of management. Management has corrected all such misstatements. The following misstatement detected as a result of audit procedures was corrected by management: administrative fees receivable and fee revenue were understated by $36,146. Disagreements with Management For purposes of this letter, a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditor’s report. We are pleased to report that no such disagreements arose during the course of our audit. Management Representations We have requested certain representations from management that are included in the management representation letter dated March 22, 2017.

Management Consultations with Other Independent Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a “second opinion” on certain situations. If a consultation involves application of an accounting principle to the Agency’s financial statements or a determination of the type of auditor’s opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants. Other Audit Findings or Issues We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the Agency’s auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention. Other Matters We applied certain limited procedures to the Management’s Discussion and Analysis, which is required supplementary information (RSI) that supplements the basic financial statements. Our procedures consisted of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We did not audit the RSI and do not express an opinion or provide any assurance on the RSI.

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

Insero & Co. CPAs, LLP Certified Public Accountants Ithaca, New York March 22, 2017

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



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OTHER MATTERS Discussion Item Public Authority Accountability Act of 2005 - Independence At the recommendation of the Agency’s attorney and guidance issued by the Authority Budget Office in its Policy Guidance Memorandum 07-01, the Agency amended its by-laws to limit the number of County Legislators from four to three. The County has chosen not to adhere to this amendment and continues to appoint four Legislators. Research by Agency and County attorneys revealed the County is not legally obligated to adhere to the Agency’s by-laws, although the County has a history of adopting such changes in the past. Currently, the Agency is not in compliance with the Authority Budget Office Policy Guidance Memorandum 07-01. This letter does not affect our report dated March 22, 2017 on the basic financial statements of Tompkins County Industrial Development Agency and its blended component unit, Tompkins County Development Corporation. This communication is intended solely for the information and use of management, the Board of Directors, Audit Committee, New York State, and others within the Agency, and is not intended to be and should not be used by anyone other than these specified parties. Respectfully Submitted,


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TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY

FINANCIAL REPORT

For the Year Ended December 31, 2016

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TABLE OF CONTENTSFOR THE YEAR ENDED DECEMBER 31, 2016

Independent Auditor’s Report ............................................................................................................. 1-3

Required Supplementary Information:

Management’s Discussion and Analysis ......................................................................................... 4-4c

Basic Financial Statements:

Statement of Net Position ................................................................................................................ 5

Statement of Revenues, Expenses, and Changes in Net Position ................................................... 6

Statement of Cash Flows .................................................................................................................. 7

Notes to Financial Statements .......................................................................................................... 8-11

Supplementary Information:

Schedule of Indebtedness - Industrial Development Agency .......................................................... 12

Schedule of Indebtedness - Local Development Corporation ......................................................... 13

Schedule of Projects ......................................................................................................................... 14-14a

Report Required Under Government Auditing Standards:

Independent Auditor's Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards .................................................................................................... 15-16

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INDEPENDENT AUDITOR’S REPORT Board of Directors Tompkins County Industrial Development Agency Ithaca, New York Report on the Financial Statements We have audited the accompanying financial statements of the business-type activities of Tompkins County Industrial Development Agency (the Agency), and its blended component unit, Tompkins County Development Corporation, as of and for the year ended December 31, 2016, and the related notes to the financial statements, which collectively comprise the Agency’s basic financial statements as listed in the table of contents. The Agency is a component unit of the County of Tompkins, State of New York. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Agency’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Agency’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

1



2

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the business-type activities of Tompkins County Industrial Development Agency and its blended component unit, as of December 31, 2016, and the respective changes in financial position and cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management’s Discussion and Analysis on pages 4-4c be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Agency’s basic financial statements. The Schedules of Indebtedness and Projects are presented for purposes of additional analysis and are not a required part of the basic financial statements. The Schedules of Indebtedness and Projects are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, Schedules of Indebtedness and Projects are fairly stated, in all material respects, in relation to the basic financial statements as a whole.

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Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated March 22, 2017, on our consideration of the Agency’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Agency’s internal control over financial reporting and compliance. Respectfully Submitted,


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MANAGEMENT’S DISCUSSION AND ANALYSISFOR THE YEAR ENDED DECEMBER 31, 2016

4

The Tompkins County Industrial Development Agency (TCIDA) was created in 1971 to encourage economic growth in Tompkins County. The Tompkins County Development Corporation (TCDC) was created in 2010 for the same purpose and mission as the TCIDA and is considered a blended component unit of the TCIDA. Together, they make up the primary government, which for the purposes of the Management’s Discussion and Analysis (MD&A), is referred to as the Agency.

Mission: The Agency’s mission 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 following MD&A provides a comprehensive overview of the Agency’s financial position as of December 31, 2016, and the result of its operations for the year then ended. Management has prepared the financial statements and related footnote disclosures along with this MD&A. The MD&A should be read in conjunction with the audited financial statements and related footnotes of the Agency, which directly follow the MD&A.

FINANCIAL HIGHLIGHTS! The assets of the Agency exceeded its liabilities at the close of the fiscal year ended December 31,

2016 by $612,530 compared to $932,945 at December 31, 2015.

! Total revenues in 2016 were $232,779 compared to revenues of $625,090 in 2015. In 2016 the Agency processed and closed on fewer projects than in 2015.

! Total expenses of $553,194 in 2016 increased by $193,519 from total expenses of $359,675 in 2015. The increase in expenses is primarily due to a $200,000 grant to the Tompkins County Area Development, Inc. revolving loan fund.

Overview of the Basic Financial StatementsThe financial statements of the Agency have been prepared in accordance with accounting principles generally accepted in the United States of America as prescribed by the Governmental Accounting Standards Board (GASB).

The basic financial statements consist of a Statement of Net Position, a Statement of Revenues, Expenses and Changes in Net Position, a Statement of Cash Flows, and accompanying notes. These statements provide information on the financial position of the Agency and its blended component unit and the financial activity and results of its operations during the year. A description of these statements follows:

The Statement of Net Position presents information on all of the Agency’s assets and liabilities, with the difference between the two reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the Agency is improving or deteriorating.

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4a

The Statement of Revenues, Expenses, and Changes in Net Position presents information showing the change in the Agency’s net position during the most recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of cash flows. Thus, revenues and expenses reported in this statement include all items that will result in cash received or disbursed in future fiscal periods.

The Statement of Cash Flows provides information on the major sources and uses of cash during the year. The cash flow statement portrays net cash provided or used by operating, non-capital financing, capital financing, and investing activities.

Component Unit:The Agency reports the Tompkins County Development Corporation as a blended component unit. Although legally separate, this component unit is important because of the Agency’s control of and fiscal relationship with the Corporation.

FINANCIAL ANALYSIS OF THE AGENCY AS A WHOLEThe Agency’s total net position for fiscal year ended December 31, 2016 decreased by $(320,415). Our analysis below focuses on the net position (Figure 1) and changes in net position (Figure 2) of the Agency’s activities.

Figure 1

Condensed Statement of Net Position Total AgencyTotal Dollar

Change2015 2016 2015 - 2016

Cash $ 912,945 $ 576,384 $ (336,561)Administrative fees receivable within one year 20,000 36,146 16,146 Total Assets 932,945 612,530 (320,415)Unrestricted Net Position 932,945 612,530 (320,415) Total Net Position $ 932,945 $ 612,530 $ (320,415)

Decreases in cash and unrestricted net position are primarily due to a $200,000 grant to the Tompkins County Area Development revolving loan fund.

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4b

Our analysis in Figure 2 considers the operations of the Agency’s activities.

Figure 2

Changes in Net PositionBusiness-type Activities and

Total AgencyTotal Dollar

Change2015 2016 2015 - 2016

Operating Revenues: Fees $ 624,631 $ 232,277 $ (392,354)Total Operating Revenues 624,631 232,277 (392,354)Non-operating Revenues: Interest and earnings 459 502 43Total Non-Operating Revenues 459 502 43Operating Expenses: Contractual expenses 359,675 353,194 (6,481)Total Operating Expenses 359,675 353,194 (6,481)Grant expense - 200,000 200,000Total Non-Operating Expenses - 200,000 200,000INCREASE (DECREASE) IN NET POSITION $ 265,415 $ (320,415) $ (585,830)

Total revenues for the Agency’s activities decreased by $(392,311) or 62.8%. As noted in the financial highlights, the decrease in revenues is related to a decrease in projects processed and closed during 2016.

Total expenses for the Agency increased by $193,519 or 53.8%. The increase in expenses is due to a$200,000 grant to the Tompkins County Area Development, Inc. revolving loan fund.

FACTORS BEARING ON THE AGENCY’S FUTURE

! The Agency’s capacity to support economic development activities has been challenged by the economic cycle. The Agency has committed $314,000 to Tompkins County Area Development, Inc. (TCAD) for economic development in 2017. To continue supporting one third of TCAD’s budget in the future, the Agency should reserve funds in more active years to cover the less robust income generating years.

! A significant portion of the Agency’s project income has come from downtown development over the past several years. It is anticipated that downtown development will slow in future years, along with fees associated with these large projects. This could negatively impact the ability of the Agency to support economic development activities in the future.

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4c

! Tompkins County has established a complementary economic development entity, Tompkins County Development Corporation, which has the authority to finance public facilities of the local universities and hospital. Fees generated by the Development Corporation will supplement economic development activities. The Development Corporation has not committed any financial support to Tompkins County Area Development, Inc. for economic development in 2017.

! The Development Corporation's authority to finance certain public facilities might be exposed to legislative curtailment in the future, as the New York State Dormitory Authority provides similar services.

CONTACTING THE DISTRICT’S FINANCIAL MANAGEMENTThis financial report is designed to provide the Agency’s clients, investors, and creditors with a general overview of the Agency’s finances and to demonstrate the Agency’s accountability for the money it receives. If you have questions about this report or needed additional financial information, contact the Tompkins County Industrial Development Agency, at 401 E. MLK Jr. Street/401 E. State Street, Suite 402B, Ithaca, New York 14850.

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Industrial TotalDevelopment Development Primary

ASSETS Agency Corporation GovernmentCurrent AssetsCash and cash equivalents $ 310,818 $ 265,566 $ 576,384Administrative fees receivable within one year 36,146 - 36,146

Total Assets $ 346,964 $ 265,566 $ 612,530

LIABILITIES AND NET POSITION

Unrestricted net position $ 346,964 $ 265,566 $ 612,530

Total Liabilities and Net Position $ 346,964 $ 265,566 $ 612,530

See Independent Auditor's Report and Notes to Financial Statements.

TOMPKINS COUNTY

STATEMENT OF NET POSITIONDECEMBER 31, 2016

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INDUSTRIAL DEVELOPMENT AGENCY

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Agency Corporation GovernmentOperating RevenuesFees $ 118,737 $ 113,540 $ 232,277

Total Operating Revenues 118,737 113,540 232,277

Operating ExpensesContribution to Tompkins County Area Development 262,088 - 262,088Contribution to Tompkins County - 37,500 37,500Professional and administrative expenses 53,606 - 53,606

Total Operating Expenses 315,694 37,500 353,194

Operating (Loss) Gain (196,957) 76,040 (120,917)

Non-Operating Revenues (Expenses)Interest and earnings 298 204 502Grant expense - (200,000) (200,000)

Total Non-Operating Revenues (Expenses) 298 (199,796) (199,498)

Net (Loss) (196,659) (123,756) (320,415)

Unrestricted Net Position, January 1, 2016 543,623 389,322 932,945

Unrestricted Net Position, December 31, 2016 $ 346,964 $ 265,566 $ 612,530


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TOMPKINS COUNTY

STATEMENT OF REVENUES, EXPENSES, AND CHANGES IN NET POSITIONFOR THE YEAR ENDED DECEMBER 31, 2016


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Agency Corporation GovernmentCash Flows from Operating ActivitiesCash received from providing services $ 82,591 $ 133,540 $ 216,131 Cash payments - Contractual expenses (315,694) (37,500) (353,194)

Net Cash (Used) Provided by Operating Activities (233,103) 96,040 (137,063)

Cash Flows from Non-Capital Financing ActivitiesGrant (expense) - (200,000) (200,000)

Net Cash (Used) by Non-Capital Financing Activities - (200,000) (200,000)

Cash Flows from Investing ActivitiesInterest income received 298 204 502

Net Cash Provided by Investing Activities 298 204 502

NET CHANGE IN CASH AND CASH EQUIVALENTS (232,805) (103,756) (336,561)

Cash and Cash Equivalents, January 1, 2016 543,623 369,322 912,945

Cash and Cash Equivalents, December 31, 2016 $ 310,818 $ 265,566 $ 576,384

Reconciliation of operating gain to net cash (used) provided by operating activities: Operating (loss) gain $ (196,957) $ 76,040 $ (120,917) Adjustments to reconcile operating gain to net cash (used) provided by operating activities: (Increase) decrease in administrative fees receivable (36,146) 20,000 (16,146)

Net Cash (Used) Provided by Operating Activities $ (233,103) $ 96,040 $ (137,063)


TOMPKINS COUNTY

STATEMENT OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2016

7


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NOTES TO FINANCIAL STATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2016

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Note 1 Summary of Significant Accounting PoliciesThe financial statements of Tompkins County Industrial Development Agency (the Agency) and its component unit have been prepared in conformity with generally accepted accounting principles (GAAP). The Governmental Accounting Standards Board (GASB) is the accepted standard setting body for establishing GAAP for state and local governments through its pronouncements (Statements and Interpretations). The more significant of the Agency's accounting policies are described below.

Financial Reporting EntityThe Agency was created in 1971 by the Tompkins County Legislature under the provisions of Chapter 535 of the 1971 Laws of New York State for the purpose of encouraging economic growth in Tompkins County. The Agency is exempt from federal, state, and local income taxes. The Agency, although established by the Tompkins County Board of Representatives, is a separate entity and operates independently from the County. The Agency is considered a component unit of the County.

All Governmental Activities and functions performed by the County of Tompkins are its direct responsibility.

The financial reporting entity consists of (a) the primary government which is the Tompkins County Industrial Development Agency, (b) organizations for which the primary government is financially accountable, and (c) other organizations for which the nature and significance of their relationship with the primary government are such that exclusion would cause the reporting entity's financial statements to be misleading or incomplete as set forth in GASB Statement No. 14, “The Financial Reporting Entity,” as amended by GASB Statement No. 39, “Determining Whether Certain Organizations are Component Units” and GASB Statement No. 61, “The Financial Reporting Entity: Omnibus - an amendment of GASB StatementsNo. 14 and No. 34.”

The decision to include a potential component unit in the County's reporting entity is based on several criteria set forth in GASB Statement No. 14, “The Financial Reporting Entity,” as amended by GASB Statement No. 39, “Determining Whether Certain Organizations are Component Units,” and GASB Statement No. 61, “The Financial Reporting Entity: Omnibus - an amendment of GASB Statements No. 14 and No. 34,” including legal standing, fiscal dependency, and financial accountability. Based on the application of these criteria, the following is included as a blended component unit:

! Tompkins County Development Corporation (the Corporation) - Similar to the Agency, the Corporation was formed for the purpose of encouraging economic growth in Tompkins County during 2010. Because New York State has legislated industrial development agencies can no longer serve not for profit entities, the Corporation will serve that segment of the economy in Tompkins County.

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Note 1 Summary of Significant Accounting Policies - Continued

Basis of AccountingThe accounts of the Agency and Corporation are maintained on the accrual basis of accounting. Under the accrual basis of accounting, revenues are recorded when earned. Material revenues accrued include administrative fees. Expenses are recorded when the liability is incurred.

Cash and Cash EquivalentsThe Agency and Corporation consider all highly liquid investments having an original maturity of three months or less to be cash equivalents.

Equity Classifications

Equity is classified as net position and displayed in two components:

! Restricted - Consists of net resources with constraints placed on their use either by 1) external groups such as creditors, grantors, contributors, or laws and regulations of other governments; or 2) law through constitutional provisions or enabling legislation. The Agency had no restricted resources at year-end.

! Unrestricted - Consists of all other resources that do not meet the definition of “restricted.”

Related Parties

Tompkins County Area Development, Inc. (TCAD)TCAD is a private, not-for-profit organization founded in 1964 that provides the Ithaca area with innovative services to strengthen the economy. The Vice President, Director of Economic Development Services of TCAD serves as the Administrative Director of the Agency. During the year ended December 31, 2016, there were three additional members of the TCAD Board of Directors serving on the Board of Directors of the Tompkins County Industrial Development Agency.

RevenuesThe Agency and Corporation first utilize restricted resources to finance qualifying activities.

Note 2 Operating RevenuesOperating revenues of the Agency and Corporation consist of administrative fees. Investment earnings are reported as non-operating revenues.

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Note 3 Administrative Fees ReceivableAdministrative fees receivable at December 31, 2016 were $36,146.

No provision has been made for uncollectible receivables as the Agency believes all receivables to be fully collectible.

Note 4 Industrial Revenue Bond and Note TransactionsCertain industrial development revenue bonds and notes issued by the Agency and Corporation are secured by property leased to companies and retired by lease payments. The bonds and notes are not obligations of the Agency, Corporation, or State. The Agency and Corporation do not record assets or liabilities resulting from completed bond and note issues in their accounts, because their primary function is to arrange financing between the borrowing companies and the bond and note holders, and funds arising therefrom are controlled by trustees or banks acting as fiscal agents. For providing this service, the Agency and Corporation receive bond administration fees from the borrowing companies. Such administrative fee income is recognized immediately upon issuance of bonds and notes. At December 31, 2016, the outstanding value of bonds and notes issued aggregated $188,304,833and $181,332,326 for the Agency and Corporation, respectively.

Note 5 Tax AbatementsDuring the time in which property is leased to a company, the property is exempt from taxes other than special ad valorem levies and special assessments. However, the Agency executes Payment in Lieu of Tax (PILOT) agreements, wherein a company is required to make annual payments to the County, local municipalities, and school districts.

In 2016, $4,426,140 was received in PILOT payments compared to the $6,189,892 whichwould have been received if businesses paid the full amount of property taxes; for a totalproperty tax abatement of $1,763,752.

In addition to PILOTs above, $1,721,062 of sales tax and $48,750 of mortgage tax abatements were awarded.

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Note 6 Deposits and InvestmentsState statutes govern the Agency’s and Corporation’s investment policies. In addition, the Agency and the Corporation have their own written investment policy. Monies must be deposited in FDIC insured commercial banks or trust companies located within the State. The Treasurer is authorized to use demand accounts and certificates of deposit. Permissible investments include obligations of the U.S. Treasury, and obligations of New York State or its localities.

Collateral is required for demand deposits and certificates of deposit for the Agency and Corporation at 105% and 100%, respectively, of all deposits not covered by federal deposit insurance. Obligations that may be pledged as collateral are obligations of the United States and its agencies and obligations of the state and its municipalities and school districts.

Total bank balances of the Agency and Corporation of $310,818 and $265,566, respectively,at December 31, 2016 are covered by FDIC insurance up to $250,000. As of December 31, 2016, all deposits with financial institutions were either insured or collateralized with securities held by the pledging financial institution in the entities’ name.

Note 7 Related PartiesDuring 2016, the Agency paid TCAD $262,088 for economic development and marketing services. Additionally, the Corporation granted TCAD $200,000 for its revolving loan fund, and paid Tompkins County $37,500 for a housing summit and industrial park site plan.

Note 8 CommitmentsDuring the year ended December 31, 2016, the Board of Directors of the Agency passed a resolution authorizing a 2017 budgetary commitment to TCAD of $314,000.

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Outstanding OutstandingMonth and Current Beginning of Issued During Paid During End of Final

Year Interest Rate Fiscal Year Fiscal Year Fiscal Year Fiscal Year Maturity

Cayuga Medical Center at Ithaca, Inc. 10/2003 BMA+.35% $ 3,800,000 $ $ 1,200,000 $ 2,600,000 10/2018

CDP, Ithaca 12/2003 3% 13,810,000 660,000 13,150,000 3/2030

Community Recreational Center, Inc. 1/2002 5.50% 701,928 97,800 604,128 12/2021

Cornell Heat and Power 1/2008 2.0% - 5.0% 62,570,000 1,685,000 60,885,000 7/2037

Cornell University, Lake Source Cooling Various 2.0%- 11.0% 35,765,000 1,720,000 34,045,000 7/2030

Family & Children's Family Service of Ithaca 1/2008 4.75% 2,095,607 82,036 2,013,571 2/2033

Ithaca Community Childcare Center 12/2008 5.4% 137,462 15,328 122,134 1/2029

Ithacare Center Service Company (Refinanced) 1/2008 Variable 12,480,000 395,000 12,085,000 2/2037

Transonic Systems 12/2010 3.60% 3,860,000 200,000 3,660,000 12/2030

Ithaca College 11/2004 Variable 24,000,000 925,000 23,075,000 7/2034

Ithaca College 9/2005 Variable 37,520,000 1,455,000 36,065,000 7/2026

TOTAL $ 196,739,997 $ - $ 8,435,164 $ 188,304,833

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SCHEDULE OF INDEBTEDNESSDECEMBER 31, 2016


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Outstanding OutstandingMonth and Current Beginning of Issued During Paid During End of Final

Year Interest Rate Fiscal Year Fiscal Year Fiscal Year Fiscal Year Maturity64.1% of LIBOR

Cayuga Medical Center at Ithaca, Inc. 8/2010 + 1.04% $ 9,020,000 $ $ 1,160,000 $ 7,860,000 8/2022

Cayuga Medical Center at Ithaca, Inc. 4/2013 2.73% 22,399,870 1,023,558 21,376,312 4/2023

Ithaca College 4/2011 Fixed 24,005,000 510,000 23,495,000 7/2041

Ithaca College 9/2015 Fixed 43,965,000 2,545,000 41,420,000 7/2038

Franziska Racker Center 10/2011 4.00% 2,034,176 144,040 1,890,136 6/2027

TC3 Foundation 1/2013 5.00% 38,180,000 38,180,000 12/2021

TC3 Foundation 1/2013 2.0% - 2.5% 945,000 945,000 - 1/2038

Kendal 11/2012 Variable 8,550,000 175,000 8,375,000 7/1/2042

Kendal 12/2014 4.0%-5.0% 31,720,000 31,720,000 7/1/2044

Kendal 12/2014 4.0%-5.0% 8,509,134 2,964,594 7,200,000 4,273,728 7/1/2025

The William George Agency 12/2015 3.80% 923,144 855,755 1,778,899 12/2031

The William George Agency 12/2016 3.10% - 963,251 963,251 12/2031

TOTAL $ 190,251,324 $ 4,783,600 $ 13,702,598 $ 181,332,326

SCHEDULE OF INDEBTEDNESSDECEMBER 31, 2016

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TOMPKINS COUNTY LOCAL DEVELOPMENT CORPORATION

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Exemption Sales Tax Sales Tax Mortgage TaxProject Name Period Purpose Cap Exemptions Exemptions

407 Holdings Inc. 330 Main Street Holdings 2014-2016 Manufacturing $ 45,600 $ $ADC 2014-2016 Manufacturing 54,880 914 AES Cayuga 2009-2028 Power Plant/ElectricArrowhead Ventures 2013-2027 ConstructionB&T Park: Nine Brown Road (Macom) 2007-2025 Real Estate Nineteen Brown Road (Quintiles) 2007-2025 Real Estate Ten Brown Road 2002-2017 Real Estate Thirty Six Thornwood 2002-2017 Real Estate Twenty Thornwood (BinOptics/Macom) 2017-2023 Real Estate 63,467 Ithaca B&T 2014-2016 Real Estate 31,733 318 South Albany Street, LLC. 2013-2024 CCRCBinOptics/Macom 2014-2016 Manufacturing 96,000 Blinders Property 2002-2017 Real EstateBlack Oak Wind Farm 2015-2016 Wind Farm/Electric 480,960 Carey Building Associates 2014-2016 Real Estate 268,960 66,408 Cargill, Inc. 2016-2018 Wholesale Trade 640,000 Cascade Plaza 2005-2025 Real EstateCayuga Green: Parcel A 2009-2018 Real Estate Parcel E 2009-2018 Real Estate Theatre Parcel 2009-2018 Real EstateCollege Circle Association 2003-2043 Civic FacilityCornell University - 35 Thornwood 2006-2021 Real EstateCBORD Group 2015-2016 Services 296,000 286,491 Dairy One 2015-2022 Services 171,920 15,753 Gateway Plaza Association 2003-2016 Real EstateHilton Canopy 2015-2017 Services 1,052,928 48,750 Hotel Ithaca (Marriott) 2013-2016 Services 1,151,200 928,591 Hotel Ithaca (Holiday Inn) 2016-2026 Services 207,806 163,392 Ithaca Beer 2014-2016 Manufacturing 160,800 13,571 Ital Thai 2012-2022 Real EstateJOC H&F 2006-2016 Real EstateKaida Computer Technologies 2005-2016 ServicesLansing Market Realty 2012-2019 Services 4,000 Plastisol Composites 2010-2016 Manufacturing Prudence Properties of Ithaca 2007-2017 Wholesale TradeSimeon's on the Commons 2015-2017 Services 27,080 26,895 South Hill Business Campus 2005-2016 Real Estate 80,000 20,595 SHBC Power & Heat 2013-2016 Real Estate 94,640 13,205 Therm, Inc. 2016-2018 Manufacturing 100,000 53,186 Transonic Systems 2011-2031 Manufacturing Tompkins Trust HQ 2015-2017 Finance 2,112,000 132,061 209-215 Dryden Assoc., LLC 2015-2017 Civic Facility 2,016,000 Zar Associates 1998-2016 Manufacturing

Total $ 9,155,974 $ 1,721,062 $ 48,750

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TOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCYSCHEDULE OF PROJECTS

DECEMBER 31, 2016

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Current Payments in Property Taxes Total Base Year Employment

Lieu of Taxes if not Exempt Exemptions Jobs 12/31/2016

$ $ $ - N/A N/A914 N/A N/A

1,794,423 1,794,423 - 94 64 50,327 50,327 - N/A N/A

29,757 36,267 6,510 -0- 56 45,458 117,791 72,333 -0- 120 98,672 111,901 13,229 -0- 105 97,162 116,240 19,078 35 107 69,744 69,744 - 91 56

- N/A N/A17,003 113,355 96,352 N/A N/A

- N/A N/A48,446 54,413 5,967 30 20

- N/A N/A66,408 N/A N/A

- N/A N/A530,882 1,001,307 470,425 305 379

-56,754 89,551 32,797 N/A N/A

213,336 334,776 121,440 N/A N/A34,687 54,789 20,102 79 69

296,567 943,764 647,197 N/A N/A61,839 113,915 52,076 50 64

286,491 N/A N/A20,458 92,992 88,287 -0- 250

137,235 151,140 13,905 -0- 16 48,750 N/A N/A

928,591 N/A N/A37,785 37,785 163,392 N/A N/A21,204 40,205 32,572 64 60 22,605 40,525 17,920 22 25

328,409 362,738 34,329 16 112 110,742 122,021 11,279 19 30

13,204 37,384 24,180 7 21 62,837 71,945 9,108 28 -0-31,037 34,104 3,067 27 16

26,895 N/A N/A20,595 250 513 13,205 N/A N/A53,186 N/A N/A

136,825 136,825 - 136 91 132,061 N/A N/A

- N/A N/A58,742 59,665 923 37 84

$ 4,426,140 $ 6,189,892 $ 3,533,564 1,290 2,258

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INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS

BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS

Board of Directors Tompkins County Industrial Development Agency Ithaca, New York

We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the business-type activities of Tompkins County Industrial Development Agency (the Agency), and its blended component unit, Tompkins County Development Corporation, as of and for the year ended December 31, 2016, and the related notes to the financial statements, which collectively comprise the Agency’s basic financial statements and have issued our report thereon dated March 22, 2017. The Agency is a component unit of the County of Tompkins, State of New York. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Agency’s internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Agency’s internal control. Accordingly, we do not express an opinion on the effectiveness of the Agency’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified.

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Compliance and Other Matters As part of obtaining reasonable assurance about whether the Agency’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Agency’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Respectfully Submitted,


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

Administration provided by TCAD Harold’s Square – Community Benefits Overview May 11, 2017 Project Overview Harold’s Square applied for and received approval for a standard, 7-year property tax incentive under the CIITAP in 2013. The applicant struggled to make the project financially feasible and the approval documents have all since expired. As a result of the lapse in time, changes in the proposed occupancy of the building, and increase in project costs a new application has been submitted. David Lubin has partnered with the McGuire Development Company out of Buffalo to move the project forward. The project consists of the demolition of three buildings, the renovation of the historic sage block building and construction of 171,600 square feet of new residential, retail and office space; 108 apartments, 33,833 square feet of office and 16,241 square feet of retail space. Five stories will front on The Commons with an additional seven stories set back from The Commons. Project costs have increased by nearly 12% as a result of reconfiguration of the building, in particular adding more apartments. Total project costs are $42.9 million. The applicant is requesting a 10-year abatement based on financial need that is driven in part by the significant increase in construction costs, the high soft costs associated with the redesign and longer term carrying costs of the building, and the forecasted longer term lease up of the office and retail spaces. The construction budget and five year proformas have been reviewed and meet the IDA’s requirements for the 10-year abatement. Cost-Benefit Analysis • Extent to which project would create and/or retain private sector jobs – this is not a job creation

project but rather a community development project. The applicant will hire a third party to manage and lease the building.

• Estimated value of tax exemption – 12% of project costs Property Tax $3,614,035

Sales Tax $1,400,000 Mortgage Recording Tax $85,000

• Estimate of private sector investment to be generated by the project - $42,924,000

• Likelihood of completing project in a timely manner – the McGuire has a solid development track record and financing has been secured. The project is ready to move forward.

• Extent to which project would generate additional sources of revenue for local taxing jurisdictions - $3.6 million in new property tax revenue over ten years. 108 rental units downtown will increase sales tax revenue for local retail and restaurants. A larger footprint for retail could attract a major tenant downtown that will attract shoppers and increase sales tax receipts.

• Other benefits that might result from the project:

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

Leverages Public Investment – The project leverages the City’s major investment and overhaul of the infrastructure on The Commons. Historic Renovation – The project preserves the historic Sage Block as part of the fabric of the historic downtown corridor.

Contributes To A Vibrant Downtown – The project meets the City’s goals to promote a dense, vibrant downtown. Harold’s Square has been designed to conform to and support the Downtown Ithaca Alliance’s Downtown 2020 Strategic Plan. The project blends enhancing the street level character of downtown along The Commons while also addressing the Downtown Ithaca Alliance 2020 Strategic Plan’s call for increased density further back on the site. This is a classic mixed-use project, providing retail, office, and housing uses in the heart of the City where they will provide the most benefit and spill-over effect.

Enhanced Pedestrian Experience – The project is designed with the pedestrian in mind—both from a storefront aesthetic view as well as by creating a new enclosed and covered mid-block pedestrian corridor connecting the Commons with the Green Street parking garage and with the Green Street/Library area.

Rental Housing – Harold’s Square delivers 108 units of new rental housing to the central Commons area, the need for which is documented by the Danter Study. Residents will be steps away from the region’s major transit hub. These residents will be frequent shoppers, diners, and participants in downtown entertainment venues contributing to a thriving and vibrant downtown.

Class A Office Space – The project provides new class A office space. Ithaca has suffered from a lack of quality office space over the years and the addition of this space in the center of the City helps to encourage more investment and employment in the heart of the City, where the services and infrastructure are already in place.

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Tompkins County Industrial Development AgencyQuarter #1 Financial ReportMarch 31, 2017

2017 Year to Date % of BudgetBudget 2017

Starting Balance 310,818$

IncomeFees from Projects 379,329$ 37,826$ 10%Interest 250$ 55$ 22%

Total 379,579$ 37,881$ 10%

ExpensesAdministration 314,000$ 78,500$ 25%

Energy Focus 4,709$ -$ 0%FLRPnet Study 9,950$ 1,800$ 18%Attorney Fees 4,000$ 2,839$ 71%Audit 7,000$ 4,000$ 57%

Total 339,659$ 87,139$ 26%

Ending Balance 350,738$ 261,560$

fees: CBORD, Simeons

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TompkinsCountyIndustrialDevelopmentAgencyBoardofDirectorsMeetingDRAFTMinutes

April13,2017TompkinsCountyLegislativeOffices

121E.CourtStreet,Ithaca,NY Present: Jim Dennis, Jennifer Tavares, Martha Robertson, Will Burbank, Rich

John, Svante Myrick Staff Present: Heather McDaniel, Mariette Geldenhuys Guests Present: Theresa Alt, Sheri Cortac (sp?), Mr. Kesner, Stephanie Hegnald, Scott

Whitham (Whitham Planning and Design), Yamilia Fournier (Whitham Planning and Design) Jeff Smetana (Newman Development), John Nicolich (Newman Development) Jay Franklin (TC Assessment), Kate Millar (Renovus), Dan Green (Delaware River Solar), Pete Dolgas (Delaware River Solar), Bharath Srinivasan (SunEight Hold Co), Jason Liefer (Town of Dryden), Dan Lamb (Town of Dryden), Stephanie Hegnald, Gary Ferguson (Downtown Ithaca Alliance), Jerry Goodenough (Upstate Power Producers), Doug Roll (Upstate Power Producers)

CALLTOORDERJimDenniscalledthemeetingoftheTompkinsCountyIndustrialDevelopmentAgencytoorderat4:05pm.PRIVILEGEOFTHEFLOORTheresaAlt:EddyStreetCollegeTown–TherearehousingprojectsbeingbuiltinCollegetownthatdonotgettaxabatements.ButwhenitcomestodowntownIthaca,itseemsthattheIDA“bribes”developerstobutinmarketratehousing.Shefeelsthattheydonotneedtheincentivesbecauseitisagoodmarket.MarketratehousingisnotwhattheCountyneeds–theCountyneedsaffordablehousing.WhentheworkershavetoliveinthenextCountyyouarenotachievingdensity.SheriCortac:AgreeswithTheresa.Salestaxrevenuesweresupposedtogoupbuttheyhavenot.Whyarewegivingsalestaxexemptionswhenwearehavingissueswithsalestaxes?Mr.Kesner–Jacksonville–feelsthatCityCentredoesnotneedanyincentives/abatements.TheCityparkinggaragesaremostlyempty.Soputtingin60undergroundparkingspaces,youarejustrobbingyourself.StephanieHegnald–TownofIthaca–AddressingJobsissue–CityCentredoesnotmeetthelivingwagejobsobjectiveoftheCIITAPpolicy.BUSINESS

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CayugaOperatingCompany–PILOTAmendmentMr.DenniscommentedthatthebusinessbeforetheboarddealswiththePILOTagreement.HeoutlinedthenewassessmentamountsinthePILOTamendment.Theownershavestilldonetheirduediligenceforthecommunity,stillpaidtheirtaxesandprovidedgoodjobs.Thevaluehasdroppedinthelast10yearsfrom145Mto35M.JimDennismovedtoapprovetheresolutionapprovingtheamendmenttotheCayugaOperatingPlantPILOT.MarthaRobertsonsecondedthemotion.Discussion:Ms.Robertsonaskedaboutthe“pop-up”clause.Whathappensiftheymakenomoney?TheyarestillrequiredtopaythePILOTpayments.Whatiftheyclose?Thatwouldre-openthePILOTdiscussions.Mr.JohndiscussedtheimpactthatthelossofrevenuefromthePowerPlanthasontheTownofLansinganditsschooldistrict.Thiswillleadtoharddecisions.Hesupportstheresolution.Vote:Themotionpassed6-0CityCentreAssociates–FinalApprovalJimDennismovedtoapprovetheInducementResolutionforfinalapprovaloftheCityCentreAssociationproject.MarthaRobertsonseconded.Ms.McDanielhadasmallchangetotheresolution.Page5section7–increasethemortgageamountto$50M.Thiswouldalsobereflectedintheprojectagreement.Ms.Robertsonaskedabouttheoverallpropertytaxespaidandabatedover10years.Ms.McDanielstatedthattheamountpaidover10yearswouldbe$3Mandtheamountabatedwouldbe$7M–thisisalargerincentive,reflectingtheenhancedenergyincentive.Ms.Robertsonremindedallthattheabatementonpropertytaxesisonlyontheimprovements/newbuilding.Mr.Myricksecondedthispoint–therewillbenodropincurrenttaxesthisisanabatementonnewtaxesover10years.Thisisalsoagooduseofgovernmentresourcessuchasfireprevention,busservices,waterinadensedowntowncomparedto100housingunitsalloveralargerarea.Mr.Burbankdisagreed–wearegivinguptaxes.Thisisaprimesiteandsomethingwillbebuilt.Ithinkthisisagoodproject.However,eventhoughtheyqualify,wouldthisprojectgoforthwithouttheincentives?Ithinkitwill.Mr.Myrickcommentedonhowotherdevelopershaveprovedthisthoughtwrong–hesitedJasonFanewhodidnotbuildwhenincentiveswerenotapproved.Mr.Myrickalsospoketohowthisbuildingwillbringmorecustomersdowntownthatwillsupportlocalbusinesses,willreducesprawl,andfreeupotherhousingareas.

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Ms.McDanielremindedallthatthePILOTdoesnotabatespecialdistricttaxes.Ms.Tavarescommentedthatthisistherightprojectintherightlocation.Mr.Johnsupportstheproject.Heagreesthatthereisaneedformoreaffordablehousing.Hefeelsthattheprojectistransformational.Ms.Robertsonspoketothecostofbuildingaffordablehousing–itisrealmoney$80,000-$100,000oftaxmoneyperunit.Thisismorethanthetaxabatementsof$38,000forthecurrentproject.WeneedthisprojecttostartgettingoutofthishousingcrisisMr.BurbankstatedthatthereissomethingwrongwithourprocessifmostlymarketratehousingprojectscometotheIDA.HewantstoknowwhentherewillbeenoughdensityintheCityofIthaca.Mr.DenniscommentedontheprojectsthattheIDAhassupportedthathelpsaffordablehousing(INHS)–buttherearenotthatmanyduetothelawsthatgoverntheIDAinNYS.Buttheagencyhasdonewhatitcanwhenitcan.Vote:Themotionpassed5-1withMr.Burbankvotingagainst.Mecklenburg(Renovus)SolarApplicationMs.McDanielcommentedthatthisisthefirstoffoursolarprojectapplicationsontheagenda.Renovusisthecompanydoingthis2MWproject.Theyarerequestingan$8,000/MWPILOTpaymentwith2%increaseannuallyfor20years.Theyarealsorequestinganadministrativefeeof½%ofprojectcosts.Therequestisconsistentwiththeproposedsolarpolicy.Thereisnorequestforsalestaxormortgagerecordingtaxabatements.TheyhavetheTown’sendorsementandhavedoneallenvironmentalreviewfortheproject.Ms.Robertsoncommentedonnojobcreationanduseoflocallabor.Renovus,alocalcompany,isthecontractorandnonewjobsforthisparticularproject.Mr.Burbankaskedabouthowthisbenefitsthecommunity–thisisamonthlysubscriptiontoenergyfromrenewablesourcesthatcustomerscanutilizesimilartoacellphonecontract.MarthaRobertsonmovedtoaccepttheapplicationascompleteandmovetheprojecttoapublichearing.JenniferTavaressecondedthemotion.Themotionwasapproved6-0.EnfieldI(DelawareRiverSolar)CommunitySolarApplicationMs.McDanielexplainedtheproject:2MWsolarproject–requesting$8,000/MWPILOTwith2%escalatorperyearfor20years.Theyarealsorequestingthesalestaxandpartialmortgagerecordingtaxabatementalongwithareductioninfeesto½%ofprojectcosts.TherequestisconsistentwiththeproposedsolarpolicyTheyhavealltheirapprovals.

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MarthaRobertsonmovedtoaccepttheapplicationascompleteandmovetheprojecttoapublichearing.WillBurbanksecondedthemotion.Themotionwasapproved6-0.Mr.Myrickleftthemeeting.SUN8PDC(2150DrydenRoad)CommunitySolarApplicationThisprojectisproposedintheTownofDrydenontheoldRPMEcosystemsite.Theyarerequestinganexemptionfromthelocalportionofsalestax.Theyarerequestinga.5%administrativefeewitha$8,000/MWPILOTwith1%escalatorperyearfor30years.Thetermandtheannualincreaserequestedarenotconsistentwiththeproposedsolarpolicy.Thecompanyfeelsthisisafinancialnecessity.Thecompanyhasbeenbuildingsolarprojectssince2009inninestates.TheyalsobuiltthesolarfarmforCornellneartheairport.TheTownofDrydenhasrequestedachangeinthePILOTallocationtothetaxingjurisdictionsaffected(TownofDryden,DrydenSchoolDistrictandTompkinsCounty).Ms.McDanielaskedtheboardtodiscussthetermofabatement20vs.30yearsand1%insteadof2%increaseperyear.AlsotherequestedchangeinthePILOTallocationtothetaxingjurisdictions.MarthaRobertsonmovedtoaccepttheapplicationascompleteandtosendittoapublichearing.RichJohnsecondedthemotion.Ms.RobertsondisclosedthatshehasbeenworkingwiththeapplicantandtheTownofDryden.ThedifferenceinPILOTpaymentswasdiscussed.Ifonlythe20-yearPILOTisapproved,whathappensinyear21?Itdoesn’tseemlikeabigdifference,enoughtoscuttletheproject.TheapplicanttalkedabouthowtheStateallocatespaymentfortheseprojectsandhowchangesimpacttheiroverallfinancingandtheimpacttopotentialcustomers.Alsotheuncertaintyofwhatthepropertytaxeswouldbeinyear21makestheneedfora30yearPILOT–thelandleaseis30years.Ms.Tavaresstatedthateventhoughthereisnotanactual“solarpolicy.”Thedraftpolicyhasbeenusedasaguideline.ItwasheldtointheNewfieldprojects.Soshefeelsthattodeviatefromitnowwouldbewrong.Perhapsthereshouldbeacase-by-casepolicyorperhapsthepolicyshouldbereworked.Ms.McDanielcommentedthatshewouldbehappytoreviewtheapplicantsfinancialstoseeifthereisafinancialneedfortherequestedPILOT.Ms.Tavaresfeelsthateachprojectshouldbeconsideredonitsownmerits.

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Ms.McDanielcommentedonhowtheIDAinthepasthasdeviatedfromPILOT/UTEPbasedontheuniqueneedsofvariousprojects.Thissolarprojectismuchlargerthanpriorsolarprojects,sothereisaneedtoreviewthedeviationrequest.Ms.Robertsonaskedwhatwasneededtosendtoapublichearing?Ms.Geldenhuysstatedthatageneraldescriptionoftheproject(size,location)andanaccuratedescriptionoftotalabatements.Ms.McDanielstatedthatwehaveenoughtosendtoapublichearingbutmoredetailonactualfinaltermsneedtobefiguredoutbeforethenextmeeting.Ms.Robertsonstatedthat30versus20yearsmightnotimpactthepublic,but1%versus2%might.Mr.Johnaskedthattherangeofwhatisunderconsiderationbeincludedinthepublichearingnotice.Thepublichearingnoticesusuallydonothavethatmuchdetail–thepubliccanalwaysviewtheapplicationwhichhasthe30year1%escalatorrequestwhichistheupperlimitforanyabatementunderconsideration.Whataboutthetaxingjurisdictionsplit?Thatisnotincludedinapublichearingnotice.IftheIDAdeviatesfromtheadvaloremsplititwouldneedtohavetheindividualtaxingjurisdictionsapprovethechange.Ms.RobertsonsuggestedhavingtheTownofDrydensupervisorcometotheIDAwithanexplanationfortherequest.JasonLeifer,TownofDrydenSupervisor,commentedthattheTownisspendingtimeandmoneyattractingtheseprojectsandtheCountyisnot.Feelstheyneedreimbursementforpromotingtheprojecttothecommunityetc.Ms.McDanielcommentedthatwhenataxsplitchangeisproposed,thentheeffectedjurisdictionsneedtoapprove–thiswouldhappenonacase-by-casebasisevenifitwerewrittenintotheIDAUTEP.Mr.JohnaskediftheletterfromtheTownisaletterofendorsementoftheprojectifthe50-50%splitintaxesisnotapproved?No.IftheIDAstartsthisconsideration,itwillopenupforallfutureprojectstonegotiatethesepossiblechanges.Concernsaboutthesiteoftheprojectanditslocationnearacemeterywerenoted.Theprojecthastriedtoaddressthesecommunityconcerns.Ms.Robertsonaskedthattheprojectgiveashortpresentationbeforethepublichearing.

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Ms.Tavaresaskedaboutthereductioninthefee–whatwoulditbe?Ms.McDanielwillletherknow.Avotewastakenandthemotionwasapproved5-0TheIDAattorneyisalsolistedastheTownofDrydenattorney–shehasrecusedherselffrombothsidesoftheproject.HarrisBeachwillrepresenttheIDA.SUN8PDC(TurkeyHillRoad)CommunitySolarApplicationMarthaRobertsonmovedthesendthisprojecttoapublichearingalongwiththeotherDrydenSolarproject.RichJohnsecondedthemotion.Themotionwasapproved5-0STAFFREPORTNoneMINUTESMarthaRobertsonmovedtoapprovetheMarch9,2017TCIDABoardmeetingminutes.WillBurbanksecondedthemotion.Theminuteswereapproved.Themeetingwasadjournedat6:45PM.

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