Tompkins County Industrial Development Agency€¦ · 2/11/2016 · Administration provided by...

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, February 11, 2016 •

4:00 – 5:30 PM Legislative Chambers

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

AGENDA

1. CALL TO ORDER 2. PRIVILEGE OF THE FLOOR 3. BUSINESS Hotel Ithaca – Lenroc Phase 2 – Final Approval Inducement Resolution Public Hearing Minutes CEQR Negative Declaration City Approval Letter Agent Agreement Inducement Agreement Updated 1st Page of Application INHS 210 Hancock Street – Amended Inducement Resolution Amended Inducement Resolution Public Hearing Minutes CEQR Negative Declaration Agent Agreement Inducement Agreement Simeon’s on the Commons – Sales Tax Exemption Application Community Benefits Overview Application Inducement Resolution Type II Action Letter from City of Ithaca Agent Agreement OSC Audit Corrective Action Plan – PARIS Report Memo Board Officer Appointments City Modification to CIITAP Policy 4. STAFF REPORT 5. APPROVAL OF MEETING MINUTES – January 14, 2016 6. ADJOURNMENT

Next Meeting: March 10, 2016

INDUCEMENT RESOLUTION:Lenroc, L.P.

222 South Cayuga Street, City of Ithaca

A regular meeting of the Tompkins County Industrial Development Agency was convened onFebruary 11, 2016 at 4:00 p.m.

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

Resolution authorizing the Tompkins County Industrial Development Agency to

(i) take a leasehold interest in real property owned by Lenroc, L.P., consisting of anapproximately 2.29-acre parcel of land located at 222 South Cayuga Street in the Cityof Ithaca, Tompkins County, New York (currently designated as tax parcel number70.-7-4.2), and improvements to be constructed thereon;

(ii) appoint Lenroc, L.P. as its agent to acquire, construct and equip a five-storyaddition to the existing building thereon (necessitating the demolition of the existingnorth wing), connected to the existing building on the first and second floors andcontaining approximately ninety hotel guest rooms, pre-function area, break-outmeeting space, and fitness center; to renovate the existing lobby, restaurant, and pool;to demolish the existing two-story west wing once the new facilities are open; and toresurface the parking lot and install new site lighting, new decorative fencing, newparking lot entry pillars, and lighting and enhanced landscaping;

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

(iv) provide financial assistance to Lenroc, L.P. 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, Lenroc, L.P. (hereinafter called the “Company”), for itself or on behalf of an entity tobe formed, desires to acquire, construct and equip upon an approximately 2.29-acre parcel of real property

- Page 1 -IDA \ Lenroc-HotelIthaca 222SCayuga Induce.res2

already owned by the Company at 222 South Cayuga Street in the City of Ithaca, Tompkins County, NewYork (currently designated as tax parcel number 70.-7-4.2) (the “Land”) a five-story addition to the existingbuilding thereon (necessitating the demolition of the existing north wing), connected to the existing buildingon the first and second floors and containing approximately ninety hotel guest rooms, pre-function area,break-out meeting space, and fitness center; to renovate the existing lobby, restaurant, and pool; to demolishthe existing two-story west wing once the new facilities are open; and to resurface the parking lot and installnew site lighting, new decorative fencing, new parking lot entry pillars, and lighting and enhancedlandscaping (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 containing the abatement schedule set forth in Exhibit A, (iii) takea leasehold interest in the land and the improvements and personal property constituting the Project (once theLeaseback Agreement and PILOT Agreement have been negotiated), and (iv) provide financial assistanceto the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to theacquisition, construction and equipping of the Project, (b) a partial real property tax abatement through thePILOT Agreement, and (c) a mortgage tax exemption for the financing related to the Project; and

WHEREAS, pursuant to General Municipal Law Section 859-a, at 5:00 p.m. on February 4, 2016 atthe Ithaca Town Hall, located in the City of Ithaca at 215 North Tioga Street, Ithaca, New York, the Agencyheld a public hearing with respect to the Project and the proposed financial assistance being contemplatedby the Agency (the “Public Hearing”) whereat interested parties were provided a reasonable opportunity, bothorally and in writing, to present their views. A copy of the minutes of said Public Hearing is attached heretoas Exhibit B; and

WHEREAS, the City of Ithaca Planning and Development Board on September 22, 2015 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 C; and

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

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

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


b. It is desirable and in the public interest for the Agency to appoint the Company as its agentfor purposes of acquiring, constructing and equipping the Project; and

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

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

e. The Project will not result in the removal of a civic, commercial, industrial, or manufacturingplant of the Company or any other proposed occupant of the Project from one area of the Stateof New York (the “State”) to another area of the State or result in the abandonment of one ormore plants or facilities of the Company or any other proposed occupant of the Project locatedwithin the State, and the Agency hereby finds that, based on the Company’s application, tothe extent occupants are relocating from one plant or facility to another, the Project isreasonably necessary to discourage the Project occupants from removing such other plant orfacility to a location outside the State and/or is reasonably necessary to preserve thecompetitive position of the Project occupants in their respective industries; and

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

g. The Project involves a Type I action as defined in Article 8 of the EnvironmentalConservation Law and Regulations adopted pursuant thereto by the Department ofEnvironmental Conservation of the State (collectively, “SEQR”).

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

a. Consents to and affirms the status of the City of Ithaca Planning and Development Board (the“Planning Board”) as Lead Agency within the meaning of, and for all purposes of complyingwith, SEQR;

b. Determines that the proceedings undertaken by the Planning Board as Lead Agency underSEQR with respect to the acquisition, construction and equipping of the Facility satisfy therequirements of SEQR, and ratifies and confirms such proceedings by the Planning Board asLead Agency;

c. Determines that all of the provisions of SEQR that are required to be complied with as a

condition precedent to the approval of the financial assistance contemplated by the Agencywith respect to the Project and the participation by the Agency in undertaking the Project havebeen satisfied.

Section 3. Based upon the representations and warranties made by the Company in its application forfinancial assistance, the Agency hereby authorizes and approves the Company, as its agent,to make purchases of goods and services relating to the Project and that would otherwise be


subject to New York State and local sales and use tax in an amount up to $10,650,000.00,which result in New York State and local sales and use tax exemption benefits (“sales and usetax exemption benefits”) not to exceed $852,000.00. The Agency agrees to consider anyrequests by the Company for increase to the amount of sales and use tax exemption benefitsauthorized by the Agency upon being provided with appropriate documentation detailing theadditional purchases of property or services.

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

Section 5. Subject to the Company executing the Agent Agreement attached hereto as Exhibit E, theAgency hereby authorizes the Company to proceed with the acquisition, construction andequipping of the Project and hereby appoints the Company as the true and lawful agent of theAgency: (i) to acquire, construct and equip the Project; (ii) to make, execute, acknowledge anddeliver any contracts, orders, receipts, writings and instructions, as the stated agent for theAgency with the authority to delegate such agency, in whole or in part, to agents, subagents,contractors and subcontractors of such agents and subagents and to such other parties as theCompany chooses; and (iii) in general, to do all things which may be requisite or proper forcompleting the Project, all with the same powers and the same validity that the Agency coulddo if acting on its own behalf; provided, however, that the Agent Agreement shall expire on February 28, 2018 (unless extended for good cause by the Administrative Director of theAgency) if the Leaseback Agreement and PILOT Agreement contemplated have not beenexecuted and delivered.

Section 6. The Chairperson, Vice Chairperson, and/or the Administrative Director of the Agency arehereby authorized, on behalf of the Agency, to negotiate and execute (a) the Lease Agreementwhereby the Company conveys a leasehold interest in the Project to the Agency, (b) therelated Leaseback Agreement leasing the Project back to the Company, and (c) the PILOTAgreement; provided (i) the rental payments under the Leaseback Agreement include paymentof all costs incurred by the Agency arising out of or related to the Project and indemnification


of the Agency by the Company for actions taken by the Company and/or claims arising outof or related to the Project; and (ii) the terms of the PILOT Agreement are consistent with theAgency’s Uniform Tax Exemption Policy or the procedures for deviation have been compliedwith.

Section 7. The Chair, Vice Chair and/or Administrative Director of the Agency are hereby authorized,on behalf of the Agency, to execute and deliver any mortgage, assignment of leases and rents,security agreement, UCC-1 Financing Statements and all documents, in a form acceptable tothe Agency’s counsel, reasonably contemplated by these resolutions or required by any lenderidentified by the Company (the “Lender”) up to a maximum principal amount of$13,000,000.00 to finance demolition, building construction, materials, equipment, and otherpersonal property and related transactional costs (hereinafter, with the Leaseback Agreementand PILOT Agreement, collectively called the “Agency Documents”); and, where appropriate,the Secretary or Assistant Secretary of the Agency is hereby authorized to affix the seal of theAgency to the Agency Documents and to attest the same, all with such changes, variations,omissions and insertions as the Chair, Vice Chair and/or Administrative Director of theAgency shall approve, the execution thereof by the Chair, Vice Chair and/or AdministrativeDirector of the Agency to constitute conclusive evidence of such approval; provided in allevents recourse against the Agency is limited to the Agency’s interest in the Project.

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

Section 9. These resolutions shall take effect immediately.

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

Member names Yea Nea Abstain Absent

James P. Dennis, Chairperson [ ] [ ] [ ] [ ]Martha Robertson, Vice Chairperson [ ] [ ] [ ] [ ]Svante L. Myrick, Secretary [ ] [ ] [ ] [ ]Will Burbank [ ] [ ] [ ] [ ]Grace Chiang [ ] [ ] [ ] [ ]Jennifer Tavares [ ] [ ] [ ] [ ]Richard T. John [ ] [ ] [ ] [ ]

The resolutions were thereupon duly adopted.


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

Dated: February ______, 2016 _____________________________________Svante L. Myrick, Secretary of the Tompkins County Industrial Development Agency

- Page 6 -7

EXHIBIT A

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

As long as the Land and improvements thereon are leased to the Agency and, therefore, exempt from generalreal property taxation, the Company agrees to pay annually to such Taxing Jurisdictions, i.e., the City ofIthaca, the County of Tompkins, and the Ithaca City School District (or cause any mortgagee to release anyescrow for payments hereunder annually to such Taxing Jurisdiction), as a payment in lieu of general realproperty taxes respecting such premises:

(i) an amount equal to 100% of the real property taxes which would be due for said premises but forrecord ownership by the Agency (but without reference to, or utilization of, Section 485-b of the RealProperty Tax Law of the State of New York) based on the lowest valuation as set by the Tompkins CountyDepartment of Assessment at the point in time when the existing rooms are taken out of use as part of theconstruction of the Project; and

(ii) with respect to the portion of the assessed value of said premises attributable to the constructionof the Project 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 then-current assessment of suchimprovements:

TAXING JURISDICTIONS PAYMENTYEAR OF IN LIEU OF TAX FOR ASSESSEDEXEMPTION VALUE OF IMPROVEMENTS

1 10%2 23%3 36%4 49%5 61%6 74%7 87%8 and thereafter 100% (no abatement; full taxes paid)

(it being understood and agreed that from the date hereof until year 1 of exemption, the Company shall beobligated to pay or cause to be paid annually to the Taxing Jurisdictions normal real property taxes on the fullassessed value of the total land portion and then-existing improvements on the conveyed premises).

- Page 7 -8


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


MINUTES OF PUBLIC HEARING Hotel Ithaca - Lenroc

February 4, 2016 5:00 PM

Town Hall of Ithaca 215 N. Tioga Street, Ithaca NY

Present: Heather McDaniel, Will Burbank, Jennifer Tavares (for Tompkins County Industrial Development Agency), Sonny Karimi (Hotel Ithaca General Manager) 1. Heather McDaniel called the public hearing to order at 5:01 PM 2. Public hearing notice was read. 3. Call for comments. 4. No comments were made. 5. The hearing was adjourned at 5:15 PM

9

Exhibit B

ADOPTED RESOLUTION Site Plan/Subdivision Review CEQR ― AMENDED NEGATIVE DECLARATION Hotel Ithaca Modernization

222 S Cayuga St City of Ithaca Planning and Development Board September 22, 2015

WHEREAS: on March 27, 2012, the City of Ithaca Planning and Development Board determined that a proposed project, involving and an expansion and area variance of the former Holiday Inn, located at 222 S Cayuga St would result in no significant impact on the environment and that a Negative Declaration for purposes of Article 8 of the Environmental Conservation Law be filed in accordance with the provisions of Part 617 of the State Environmental Quality Review Act, and WHEREAS: the above referenced proposed project included the demolition of the existing north, south, and west guest room wings (110 rooms) and construction of two new additions; One being a one-story 13,845 SF banquet and meeting facility on the north side of the main building; the other being a 100’ tall 10-story (including rooftop complex) tower with a 9,190 SF footprint, featuring 115 new guest rooms, a rooftop entertainment complex, relocation of the existing hotel restaurant to the ground floor, fronting Cayuga Street, and six 2-bedroom units of employee housing. Site development included: two new curbcuts to make a conference center drop-off; reconfiguration of the parking areas, resulting in a decrease of 21 parking spaces; removal of 9 mature trees and much of the existing landscaping along Cayuga Street; new landscaping and sidewalks; lighting; and signage, and WHEREAS: the applicant has since redesigned the project and is now seeking site plan approval for a new proposal, and WHEREAS: the new proposal (now named Hotel Ithaca) is for construction of a five story wing with first and second floor connections to the existing building. This connection will create a new pre-function area on the north side of the existing ballroom, new break out rooms and a new fitness center. Site improvements will include a new landscaping, walkways and site furnishings. Vehicular circulation will remain the same but parking throughout the site will be reorganized resulting in a reduction from 106 to 97 spaces. Site Demolition will include the removal of the north and west multi story wings, as well as paving and some landscaping. The project is in the CDB-100 Zoning District and requires Design Review. This project requires a Stormwater Pollution Prevention Plan (SWPPP). This project does not require an Area Variance, and WHEREAS: This is a Type I Action under the City of Ithaca Environmental Quality Review Ordinance (“CEQRO”), §176-4 B.(1) (h.)(4) and (l) and the State Environmental Quality Review Act (“SEQRA”), §617.4 (11), and WHEREAS: in accordance with §176-7 E. of CEQR and §617.7(e) of SEQRA, the City of Ithaca Planning and Development Board acting as Lead Agency has determined that changes are proposed for the project and the Lead Agency has determined that no significant adverse impact will occur, and WHEREAS: the Board, acting as Lead Agency in environmental review, has on September 22, 2015, reviewed and accepted as adequate a revised Full Environmental Assessment Form (FEAF), Part 3, prepared by Planning staff; drawings titled: “Existing Site Plan (C-1)”, “Proposed Site Plan (C-3)”, “Proposed First Floor Plan (A-1),” “Proposed Second Floor Plan (A-2),” “Proposed 3rd-5th Floor Plan (A-3),” “Proposed Elevations (A-4, A-5, A-6 and A-7)”, dated 8-1-15 and prepared by NH Architects, and other application materials, and WHEREAS: the Board, acting as lead Agency has determined that the proposed changes result in a project that is significantly smaller in scale and will therefore have no new impacts that were not previously considered, now therefore, be it

10

Exhibit C

2

RESOLVED: the City of Ithaca Planning and Development Board does hereby determine that the proposed Ithaca Hotel Modernization project will result in no significant impact on the environment and that a Negative Declaration for purposes of Article 8 of the Environmental Conservation Law be filed in accordance with the provisions of Part 617 of the State Environmental Quality Review Act. Moved: Darling Second: Jones-Rounds In Favor: Blalock, Darling, Elliot, Jones-Rounds, Lewis, Randall, Schroeder Against: 0 Abstain: 0 Absent: 0 Vacancies: 0

11

12

Exhibit D

AGENT AGREEMENT

THIS AGREEMENT is made as of the _____ day of February, 2016, by and between the TompkinsCounty Industrial Development Agency, a public benefit corporation of the State of New York, having itsoffices at 401 East State Street, Suite 402B, Ithaca, New York 14850 (the “Agency”) and Lenroc, L.P., alimited partnership duly formed and validly existing pursuant to the laws of the State of New York, with abusiness address of Gateway Park, Suite 101, Rossler & Dingens Streets, Buffalo, New York 14206 (the“Company”).

WITNESSETH:

WHEREAS, the Agency was created by Section 895 of the General Municipal Law of the State ofNew York pursuant to Title 1 of Article 18-A of the General Municipal Law of the State of New York(collectively, the “Act”) as a body corporate and politic and as a public benefit corporation of the State ofNew York; and

WHEREAS, the Company desires to acquire, construct and equip upon an approximately 2.29-acreparcel of real property already owned by the Company at 222 South Cayuga Street in the City of Ithaca,Tompkins County, New York (currently designated as tax parcel number 70.-7-4.2) (the “Land”) a five-storyaddition to the existing building thereon (necessitating the demolition of the existing north wing), connectedto the existing building on the first and second floors and containing approximately ninety hotel guest rooms,pre-function area, break-out meeting space, and fitness center; to renovate the existing lobby, restaurant, andpool; to demolish the existing two-story west wing once the new facilities are open; and to resurface theparking lot and install new site lighting, new decorative fencing, new parking lot entry pillars, and lightingand enhanced landscaping (the “Project”); and

WHEREAS, by Resolution dated February 11, 2016 (the “Resolution”), the Agency authorized theCompany to act as its agent for the purposes of acquiring, constructing and equipping the Project as set forthabove, subject to the Company entering into this Agent Agreement; and

NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows:

1. Scope of Agency. The Company hereby agrees to limit its activities as agent for the Agency underthe authority of the Resolution to acts reasonably related to the acquisition, construction andequipping of the Project. The right of the Company to act as agent of the Agency shall expire onFebruary 28, 2018, unless extended as contemplated by the Resolution.

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

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

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

- Page 1 -IDA \ Lenroc-HotelIthaca 222SCayuga Agent.agr14

Exhibit E

it 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, an in which an adverseresult would in any way diminish or adversely impact on the Company’s ability to fulfill itsobligations under this Agreement.

e. The Company covenants that the Project will comply in all respects with all environmentallaws and regulations, and, except in compliance with environmental laws and regulations, (i)that no pollutants, contaminants, solid wastes, or toxic or hazardous substances will be stored,treated, generated, disposed of, or allowed to exist at the Project except in compliance withall material applicable laws, (ii) the Company will take all reasonable and prudent steps toprevent an unlawful release of hazardous substances at the Project or onto any other property,(iii) that no asbestos will be incorporated into or disposed of at the Project; (iv) that nounderground storage tanks will be located at the Project, and (v) that no investigation, order,agreement, notice, demand or settlement with respect to any of the above is threatened,anticipated, or in existence. The Company, upon receiving any information or notice contraryto the representations contained in this section, shall immediately notify the Agency in writingwith full details regarding the same. The Company hereby releases the Agency from liabilitywith respect to, and agrees to defend, indemnify, and hold harmless the Agency, its executivedirector, directors, members, officers, employees, agents, representatives, successors andassigns from and against any and all claims, demands, damages, costs, orders, liabilities,penalties, and expenses (including reasonable attorney’s fees) related in any way to anyviolation of the covenants or failure to be accurate of the representations contained in thissection. In the event the Agency in its reasonable discretion deems it necessary to performdue diligence with respect to any of the above, or to have an environmental audit performedwith respect to the Project, the Company agrees to pay the expenses of same to the Agencyupon demand, and agrees that upon failure to do so, its obligation for such expenses shall bedeemed to be additional rent.

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

g. In accordance with Section 875(3) of the New York General Municipal Law, the Companycovenants and agrees that, if it receives New York State and local sales and use tax exemptionbenefits (“sales and use tax exemption benefits”) from the Agency, and it is determined that:(i) the Company is not entitled to the sales and use tax exemption benefits; (ii) the sales and


use tax exemption benefits are in excess of the amounts authorized by the Agency to be takenby the Company; (iii) the sales and use tax exemption benefits are for property or services notauthorized by the Agency as part of the Project; or (iv) the sales and use tax exemptionbenefits are taken in cases where the Company fails to comply with a material term orcondition to use property or services in the manner approved by the Agency in connectionwith the Project, then the Company will (i) cooperate with the Agency in its efforts to recoveror recapture any sales and use tax exemption benefits, and (ii) promptly pay over any suchamounts to the Agency that the Agency demands in connection therewith. The Companyfurther understands and agrees that in the event that the Company fails to pay over suchamounts to the Agency, the New York State Tax Commissioner may assess and determineNew York State and local sales and use taxes due from the Company, together with anyrelevant penalties and interest due on such amounts.

h. The Company further covenants and agrees that the purchase of goods and services relatingto the Project and subject to New York State and local sales and use taxes are estimated inamount up to $10,650,000.00, and, therefore, the value of the sales and use tax exemptionbenefits authorized and approved by the Agency cannot exceed $852,000.00.

3. Hold Harmless Provision. The Company hereby releases the Agency from, agrees that the Agencyshall not be liable for, and agrees to indemnify, defend and hold the Agency and its executive director,directors, officers, members, employees, agents (except the Company), representatives, successorsand assigns harmless from and against any and all (i) liability for loss or damage to property or injuryto or death of any and all persons that may be occasioned by any cause whatsoever pertaining to theProject or arising by reason of or in connection with the occupation or the use thereof or the presenceon, in or about the Project or breach by the Company of this Agreement or (ii) liability arising fromor expense incurred by the Agency’s financing, rehabilitating, renovation, equipping, owning andleasing of the Project, including without limitation the generality of the foregoing, all causes of actionand reasonable attorney’s fees and any other expenses incurred in defending any suits or actionswhich may arise as a result of any of the foregoing. The foregoing indemnities shall applynotwithstanding the fault or negligence on the part of the Agency, or any of its respective members,directors, officers, agents or employees and irrespective of the breach of a statutory obligation or theapplication of any rule of comparative or apportioned liability, except that such indemnities will notbe applicable with respect to willful misconduct or gross negligence on the part of the Agency or anyother person or entity to be indemnified.

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

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


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

c. Insurance against loss or losses from liabilities imposed by law or assumed in any writtencontract and arising from personal injury and death or damage to the property of others causedby any accident or occurrence on account of personal injury, including death resultingtherefrom, and $1,000,000 per accident or occurrence on account of damage to the propertyof others, excluding liability imposed upon the Company by any applicable worker’scompensation law; and a blanket excess liability policy in the amount not less than$3,000,000, protecting the Company against any loss or liability or damage for personal injuryor property damage.

5. Additional Provisions Respecting Insurance.

a. All insurance required by Section 4(a) hereof shall name the Agency as a named insured andall other insurance required by Section 4 shall name the Agency as an additional insured. Allinsurance shall be procured and maintained in financially sound and generally recognizedresponsible insurance companies selected by the Company and authorized to write suchinsurance in the State of New York. Such insurance may be written with deductible amountscomparable to those on similar policies carried by other companies engaged in businessessimilar in size, character and other respects to those in which the Company is engaged. Allpolicies evidencing such insurance shall provide for (i) payment of the losses of the Companyand the Agency as their respective interests may appear, and (ii) at least thirty (30) days’ priorwritten notice of the cancellation thereof to the Company and the Agency.

b. All such policies of insurance, or a certificate or certificates of the insurers that such insuranceis in force and effect, shall be deposited with the Agency prior to the commencement of theProject. Prior to expiration of any such policy, the Company shall furnish the Agencyevidence that the policy has been renewed or replaced or is no longer required by thisAgreement.

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

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

8. All notices, claims and other communications hereunder shall be in writing and shall be deemed 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: Lenroc, L.P.Gateway Park, Suite 101Rossler & Dingens StreetsBuffalo, New York 14206

With a copy to: Michael Schiavone, Esq.42 Delaware AvenueBuffalo, New York 14202

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

9. This Agreement shall be governed by, and all matters in connection herewith shall be construed andenforced in accordance with, the laws of the State of New York applicable to agreements 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.

10. The parties are contemplating that, after any applicable public hearings, the Agency will negotiate andenter into a leaseback agreement (the “Leaseback Agreement”) and payment-in-lieu-of-tax agreement(the “PILOT Agreement”) with the Company. The Company agrees not to take title to any propertyas agent for the Agency until the Leaseback Agreement and PILOT Agreement have been executedand delivered. At any time prior to the execution of the Leaseback Agreement and PILOT Agreement,the Agency can transfer title to the Company to all assets acquired by the Company as agent for theAgency. Additionally, at any time prior to execution of the Leaseback Agreement and PILOTAgreement, the Company can demand that the Agency transfer title to the Company with respect toall assets acquired by the Company as agent for the Agency, provided all amounts owed to the agencyhave been paid current.

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

Tompkins County Industrial Development Lenroc, L.P.Agency

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


INDUCEMENT AGREEMENT

This INDUCEMENT AGREEMENT (the “Agreement”), dated as of the ______ day of February,2016, 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 LENROC, L.P. (the “Company”), a limited partnership dulyformed and existing pursuant to the laws of the State of New York, having a principal business address ofGateway Park, Suite 101, Rossler & Dingens Streets, Buffalo, New York 14206.

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

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

1.02. The purposes of the Act are to promote industry and develop trade by inducing manufacturing,industrial, warehousing, research, recreation and commercial enterprises to locate or remain in the State. TheAct vests the Agency with all powers necessary to enable it to accomplish such purposes, including the powerto provide financial assistance, therein defined.

1.03. The Company has requested that the Agency provide financial assistance for a certain project(the “Project”), consisting of the acquisition, construction (the “Construction”) and equipping (the“Equipment”) upon an approximately 2.29-acre parcel of real property already owned by the Company at 222South Cayuga Street in the City of Ithaca, Tompkins County, New York (currently designated as tax parcelnumber 70.-7-4.2) (the “Land”) of a five-story addition to the existing building thereon (necessitating thedemolition of the existing north wing), connected to the existing building on the first and second floors andcontaining approximately ninety hotel guest rooms, pre-function area, break-out meeting space, and fitnesscenter; to renovate the existing lobby, restaurant, and pool; to demolish the existing two-story west wing oncethe new facilities are open; and to resurface the parking lot and install new site lighting, new decorativefencing, new parking lot entry pillars, and lighting and enhanced landscaping (collectively, the “Facility”)(the Land, the Construction, the Equipment, and the Facility are hereinafter collectively referred to as the“Project Facility”).

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

IDA \ Lenroc-HotelIthaca 222SouthCayuga Induce.agr - Page 1 -

19

Exhibit F

1.05. The Agency has determined that the acquisition, construction and equipping of the ProjectFacility, as described in the application to the Agency dated August 5, 2015 (the “Application”), will promoteand further the purposes of the Act.

1.06. On February 11, 2016, 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 and


20

conditions set forth in a certain lease agreement between the Company and the Agency, entered intoconcurrently herewith (the “Lease Agreement”) and the Leaseback Agreement, it will lease the ProjectFacility to the Agency.

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

3.04. (a) The Company shall not permit to stand, and will, at its own expense, take all stepsreasonably necessary to remove (or bond the same if acceptable to the Agency and its counsel), anymechanics’ or other liens against the Project Facility for labor or materials furnished in connection with theacquisition, construction and equipping of the Project Facility. The Company shall forever defend, indemnifyand hold the Agency, its members, officers, employees and agents, and anyone for whose acts or omissionsthe Agency or any of them may be liable, harmless from and against any costs, losses, expenses, claims,damages and liabilities of whatever kind or nature arising, directly or indirectly, out of or based on labor,services, materials and supplies, including equipment, ordered or used in connection with the acquisition,construction and equipping of the Project Facility or arising out of any contract or other arrangement therefor(and including any expenses incurred by the Agency in defending any claims, suits or actions which may ariseas a result of any of the foregoing), whether such claims or liabilities arise as a result of the Company actingas agent for the Agency pursuant to this Agreement or otherwise. The foregoing indemnities shall applynotwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors,officers, agents or employees and irrespective of the breach of a statutory obligation or the application of anyrule of comparative or apportioned liability, except that such indemnities will not be applicable with respectto willful misconduct or gross negligence on the part of the Agency or any other person or entity to beindemnified, or actions of the persons to be indemnified that are outside of the scope of their duties on behalfof the Agency.

(b) The Company shall forever defend, indemnify and hold harmless the Agency, its members,officers, employees and agents, and anyone for whose acts or omissions the Agency or any of them may beliable, from and against all claims, causes of action, liabilities and expenses howsoever arising for loss ordamage to property or any injury to or death of any person (including, without limitation, death of or injuryto any employee of the Company) that may occur subsequent to the date hereof by any cause whatsoever inrelation to the Project Facility, including the failure to comply with the provisions of Article 3.04 hereof, orarising, directly or indirectly, out of the ownership, construction, acquisition, operation, maintenance, repairor financing of the Project Facility, and including, without limitation, any expenses incurred by the Agencyin defending any claims, suits or actions which may arise as a result of the foregoing.

(c) The defense and indemnities provided for in this Article 3 shall apply whether or not the claim,liability, cause of action or expense is caused or alleged to be caused, in whole or in part, by the activities,acts, fault or negligence of the Agency, its members, officers, employees and agents, anyone under thedirection and control of any of them together the Agency’s “affiliates”, or anyone for whose acts or omissionsthe Agency or any of them may be liable, and whether or not based upon the breach of a statutory duty orobligation or any theory or rule of comparative or apportioned liability, subject only to any specificprohibition relating to the scope of indemnities imposed by statutory law.


21

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

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

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

3.09. The Company agrees to cooperate with the Agency to (1) ensure compliance with section 858-b of the General Municipal Law, and (2) prepare reports required to be prepared by the Agency pursuant tosection 859 of the General Municipal Law.

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

Article 4. General Provisions.

4.01. This Agreement shall take effect as of the date of execution hereof by the Agency and theCompany and shall remain in effect until the Lease Agreement and Leaseback Agreement becomes effective. It is the intent of the Agency and the Company that this Agreement be superseded in its entirety by the LeaseAgreement and Leaseback Agreement, except for the indemnities contained herein, which shall survive.


22

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 beforeFebruary 28, 2018, the provisions of this Agreement (other than the provisions of Articles 3.04, 3.05, 3.06,3.07 and 3.09 above, which shall survive) shall, unless extended by agreement of the Agency and theCompany, terminate and be of no further force or effect, and following such termination neither party shallhave 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.


23

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the ______ day ofFebruary, 2016.

TOMPKINS COUNTY INDUSTRIAL LENROC, L.P.DEVELOPMENT AGENCY

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

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

On the ______ day of February, in the year 2016, before me, the undersigned, a Notary Public in andfor said State, personally appeared HEATHER D. McDANIEL, personally known to me or proved to me onthe basis 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 February, in the year 2016, before me, the undersigned, a Notary Public in andfor said State, personally appeared __________________________, personally known to me or proved tome on the basis of satisfactory evidence to be the individual whose name is subscribed to the withininstrument, and acknowledged to me that s/he executed the same in her/his capacity, and that by her/hissignature on the instrument, the individual, or the person on behalf of whom the individual acted, executedthe instrument.

_______________________________Notary Public


24

25

Updated 1st page of application

AMENDED INDUCEMENT RESOLUTION:Hancock & First, LLC (replacing Ithaca Neighborhood Housing Services, Inc.)

210 Hancock Street (part) & 423 First Street, City of Ithaca




(i) take a leasehold interest in real property consisting of a parcel of land to beconveyed to Hancock & First Housing Development Fund Corp. and thence leased toHancock & First, LLC, which parcel comprises 423 First Street and part of 210Hancock Street in the City of Ithaca, Tompkins County, New York (currentlydesignated as City of Ithaca tax parcel numbers 35.-3-1 and part of -3), as moreparticularly described in Exhibit B attached hereto, and improvements to beconstructed thereon;

(ii) appoint Hancock & First, LLC as its agent to acquire, construct and equip thereona new approximately 65,000-square-foot, four-story, mixed-use building containingfifty-four one- and two-bedroom apartments, a community room, a leasing office, aHead Start facility, commercial office space, and covered parking; an approximately6,600-square-foot building containing five three-bedroom townhouses; a playground;and a pedestrian/bicycle path connecting the site to a larger pedestrian/bicyclenetwork, including the reconstruction of two City streets to eliminate automobiletraffic;

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

(iv) provide financial assistance to Hancock & First, LLC in the form of a partial realproperty tax abatement through the PILOT Agreement; and

(v) execute related documents.


WHEREAS, Hancock & First, LLC (hereinafter called the “Company”), for itself or on behalf of anentity to be formed, desires to acquire, construct and equip upon real property to be leased to the Companyat 210 Hancock Street (part) and 423 First Street in the City of Ithaca, Tompkins County, New York(currently designated as City of Ithaca tax parcel numbers 35.-3-3 and -1) (the “Land”) a new approximately65,000-square-foot, four-story, mixed-use building containing fifty-four one- and two-bedroom apartments,

- Page 1 -IDA \ Hancock&First induce.res26

a community room, a leasing office, a Head Start facility, commercial office space, and covered parking; anapproximately 6,600-square-foot building containing five three-bedroom townhouses; a playground; and apedestrian/bicycle path connecting the site to a larger pedestrian/bicycle network, including the reconstructionof two City streets to eliminate automobile traffic (hereinafter called 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 containing the abatement schedule set forth in Exhibit A, (iii) takea leasehold interest in the land and the improvements and personal property constituting the Project (once theLeaseback Agreement and PILOT Agreement have been negotiated), and (iv) provide financial assistanceto the Company in the form of a partial real property tax abatement through the PILOT Agreement; and

WHEREAS, pursuant to General Municipal Law Section 859-a, at 4:00 p.m. on September 25, 2015at the legislative chambers of the County of Tompkins, located in the City of Ithaca at 121 East Court Street,Ithaca, New York, the Agency held a public hearing with respect to the Project and the proposed financialassistance being contemplated by the Agency (the “Public Hearing”) whereat interested parties were provideda reasonable opportunity, both orally and in writing, to present their views. A copy of the minutes of saidPublic Hearing is attached hereto as Exhibit C; and

WHEREAS, the City of Ithaca Planning and Development Board on May 26, 2015 issued a negativedeclaration (the “SEQR Proceedings”) under Article 8 of the Environmental Conservation Law andRegulations adopted pursuant thereto by the Department of Environmental Conservation of the State(collectively, “SEQR”) with respect to the Project. A copy of the negative declaration is attached hereto asExhibit D; and



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 City of Ithaca Planning and Development Board (the“Planning Board”) as Lead Agency within the meaning of, and for all purposes of complyingwith, SEQR;

b. Determines that the proceedings undertaken by the Planning Board as Lead Agency underSEQR with respect to the acquisition, construction and equipping of the Facility satisfy therequirements of SEQR, and ratifies and confirms such proceedings by the Planning Board asLead Agency;

c. Determines that all of the provisions of SEQR that are required to be complied with as a

condition precedent to the approval of the financial assistance contemplated by the Agencywith respect to the Project and the participation by the Agency in undertaking the Project havebeen satisfied.

Section 3. Subject to the Company executing the Agent Agreement attached hereto as Exhibit E and theInducement Agreement attached hereto as Exhibit F, the Agency hereby authorizes theCompany to proceed with the acquisition, construction and equipping of the Project andhereby appoints the Company as the true and lawful agent of the Agency: (i) to acquire,construct and equip the Project; (ii) to make, execute, acknowledge and deliver any contracts,orders, receipts, writings and instructions, as the stated agent for the Agency with the authorityto delegate such agency, in whole or in part, to agents, subagents, contractors andsubcontractors of such agents and subagents and to such other parties as the Companychooses; and (iii) in general, to do all things which may be requisite or proper for completingthe Project, all with the same powers and the same validity that the Agency could do if actingon its own behalf; provided, however, that the Agent Agreement shall expire on February 28,2018 (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 Adminstrative 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 Agency Administrative Fee for this Project shall be a reduced sum of one halfof one percent (½%) of the value of construction of improvements to property that is impactedby property tax abatement.

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.





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 [ ] [ ] [ ] [ ]





EXHIBIT A

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

• Total annual payment to taxing jurisdictions = 12% of net operating income

• Net operating income = the actual or anticipated income that remains after all operating expenses arededucted from effective gross income, but before mortgage debt service, real estate taxes, and bookdepreciation are deducted. Income includes both actual rent paid by tenants and any rental subsidiespaid by any other institution.

YEAR OF EXEMPTION

1 2016-17 School; 2017 Town & County; 2017 City 2 2017-18 School; 2018 Town & County; 2018 City 3 2018-19 School; 2019 Town & County; 2019 City 4 2019-20 School; 2020 Town & County; 2020 City 5 2020-21 School; 2021 Town & County; 2021 City 6 2021-22 School; 2022 Town & County; 2022 City 7 2022-23 School; 2023 Town & County; 2023 City 8 2023-24 School; 2024 Town & County; 2024 City 9 2024-25 School; 2025 Town & County; 2025 City 10 2025-26 School; 2026 Town & County; 2026 City 11 2026-27 School; 2027 Town & County; 2027 City 12 2027-28 School; 2028 Town & County; 2028 City 13 2028-29 School; 2029 Town & County; 2029 City 14 2029-30 School; 2030 Town & County; 2030 City 15 2030-31 School; 2031 Town & County; 2031 City 16 2031-32 School; 2032 Town & County; 2032 City 17 2032-33 School; 2033 Town & County; 2033 City 18 2033-34 School; 2034 Town & County; 2034 City 19 2034-35 School; 2035 Town & County; 2035 City 20 2035-36 School; 2036 Town & County; 2036 City 21 2036-37 School; 2037 Town & County; 2037 City 22 2037-38 School; 2038 Town & County; 2038 City 23 2038-39 School; 2039 Town & County; 2039 City 24 2039-40 School; 2040 Town & County; 2040 City 25 2040-41 School; 2041 Town & County; 2041 City 26 2041-42 School; 2042 Town & County; 2042 City 27 2042-43 School; 2043 Town & County; 2043 City 28 2043-44 School; 2044 Town & County; 2044 City 29 2044-45 School; 2045 Town & County; 2045 City 30 2045-46 School; 2046 Town & County; 2046 City 31 Thereafter no abatement, full taxes paid


EXHIBIT B

Legal description of premises

ALL THAT TRACT OR PARCEL OF LAND situate in the City of Ithaca, County of Tompkins, State ofNew York, being bounded and described as follows:

BEGINNING at a point marking the present intersection of the south line of Adams Street with the east lineof First Street;

thence North 58 degrees 54 minutes 09 seconds East, in part along the south line of Adams Street, adistance of 269.03 feet to a point marked by an iron pipe;

thence South 30 degrees 45 minutes 51 seconds East along the west line of Lake Avenue a distanceof 163.43 feet to a point;

thence South 59 degrees 00 minutes 06 seconds West a distance of 101.84 feet to a point;

thence South 30 degrees 53 minutes 50 seconds East a distance of 163.38 feet to a point;

thence South 59 degrees 05 minutes 09 seconds West along the north line of Hancock Street a distanceof 166.24 feet to a point marked by a p.k. nail;

thence North 59 degrees 05 minutes 59 seconds West along the east line of First Street a distance of326.10 feet to the point of beginning, containing 1.631 acres of land.

SUBJECT TO covenants, restrictions, easements and encumbrances of record.

The above-described premises are SHOWN ON a survey map entitled “Subdivision Map, No. 210 HancockStreet and 423 First Street, City of Ithaca, Tompkins County, New York,” dated November 24, 2015, preparedby T.G. Miller, P.C., Engineers and Surveyors, Ithaca, New York.



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


MINUTES OF PUBLIC HEARING Ithaca Neighborhood Housing Services, Inc.

September 25, 2015 4:00 PM

TC Legislative Chambers 121 E Court Street, Ithaca NY

Present: Jim Dennis, Grace Chiang, Jennifer Tavares, Martha Robertson, Svante Myrick (TCIDA Board), Paul Mazzarella, Joe Bowes (INHS), Heather McDaniel, Ina Arthur (recording) (TCAD 1. Jim Dennis called the public hearing to order at 4:00 PM 2. Call for comments. 3. No comments were made. 4. The hearing was adjourned at 4:05 PM

33

Exhibit C

ADOPTED RESOLUTION City of Ithaca Planning & Development Board CEQR ― Negative Declaration Mixed-Use Housing 210 Hancock Street May 26, 2015 WHEREAS: the City of Ithaca Planning and Development Board has one pending application for Site Plan Approval for a mixed-use housing project to be located at 210 Hancock Street, and WHEREAS: the applicant proposes to redevelop the entire 2.01-acre parcel currently containing the vacant former grocery store, a smaller commercial building, and a 110-space parking lot. The project sponsor proposes to construct twelve 2-story townhomes and a 4-story, approximately 65,000-SF, mixed-use building with approximately 53 apartments and approximately three ground-floor commercial spaces, totaling approximately 10,000 SF. Approximately 64 parking spaces will be provided ― approximately one third of which will be on the ground floor of the apartment building. The project sponsor also proposes to convert 0.77 acres of contiguous City-owned right-of-way (ROW) that include portions of Adams St. and Lake Ave. (both of which are public streets); the former would become a playground area with associated walks, and the later would become a green space with a central non-vehicular bike and pedestrian path. The project is in the B-2a Zoning District. The project requires the following approvals: site plan and subdivision approval from the Planning and Development Board (Lead Agency), a Flood Plain Development Permit, variances from the Board of Zoning Appeals (BZA), approval from the Board of Public Works (BPW) for improvements to property in the public way, funding approval from the Ithaca Urban Renewal Agency (IURA), and approval from Common Council, and WHEREAS: this is a Type I Action under the City of Ithaca Environmental Quality Review Ordinance, §176-4 (h)(2),(k), and (n) and the State Environmental Quality Review Act, §617.4 (9), and is subject to environmental review, and WHEREAS: the IURA and Common Council both concurred by resolution to the City of Ithaca Planning and Development Board being Lead Agency for this project, and the BPW did not respond within 30 days to the Planning Board’s request for concurrence, and WHEREAS: the Planning Board did on April 28, 2015 declare itself Lead Agency for the environmental review of the project, and WHEREAS: the City of Ithaca Conservation Advisory Council, Tompkins County Planning Department, and other interested parties have been given the opportunity to comment on the proposed project and any received comments have been considered, and WHEREAS: the Planning Board, acting as Lead Agency in environmental review, has on May 26, 2015 reviewed and accepted as adequate: a Full Environmental Assessment Form (FEAF), Part 1, submitted by the applicant, and Parts 2 and 3, prepared by Planning staff and revised by the Planning Board; and the following drawings: “Boundary and Topographic Map,” dated 10/28/14 and “Preliminary Subdivision Map,” dated 3/25/15, both prepared by T.G. Miller, P.C.; and “Utility Plan (C101),” “Esc Plan-Demolition and Construction (C102),” “Esc Plan - Stabilization (C103),” “Details (C201),” prepared by HOLT Architects and T.G. Miller P.C.; and “Demolition Plan (L101),” “Layout Plan (L201),” Grading Plan (L301),” “Planting Plan (L401),” and “Site Details (L501 & L502),” prepared by Trowbridge Wolf Michaels Landscape Architects and all dated 4/1/15; and “Site Plan,” dated 5/19/15; and “Elevations (2 sheets),” dated 5/4/15; and “Aerial View and Precedent,” “Perspective Views (2 sheets),” all dated 4/16/15; and “Site Sections,” “Context Diagram,” “Partial Elevation at Mid Block Walk Through,” and “Shade Studies,” dated 4/1/15 and all prepared by Trowbridge Wolf Michaels Landscape Architects and HOLT Architects; and “Revised Hancock Street Planting,” “Cornice at Red Brick Building,” “Cornice at Brown Brick Building,” “Cornice at White Brick Building,” dated 5/18/15 and prepared by HOLT Architects; and other application materials, now, therefore, be it RESOLVED: that the City of Ithaca Planning and Development Board determines the proposed project will result in no significant impact on the environment and a Negative Declaration for purposes of Article 8 of the Environmental Conservation Law be filed in accordance with the provisions of Part 617 of the State Environmental Quality Review Act. Moved by: Jones-Rounds Seconded by: Schroeder In favor: Blalock, Darling, Jones-Rounds, Schroeder Against: 0 Abstain: 0 Absent: Elliott, Randall Vacancies: 1

34

Exhibit D

AGENT AGREEMENT

THIS AGREEMENT is made as of the _____ day of February, 2016, by and between the TOMPKINSCOUNTY INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the State of NewYork, having its offices at 401 East State Street, Suite 402B, Ithaca, New York 14850 (the “Agency”) andHANCOCK & FIRST, LLC, a limited liability company duly formed and validly existing pursuant to the lawsof the State of New York, with a business address of c/o Ithaca Neighborhood Housing Services, 115 WestClinton Street, Ithaca, New York 14850 (the “Company”).

WITNESSETH:


WHEREAS, the Company desires to acquire, construct and equip upon real property to be leased tothe Company at 423 First Street and part of 210 Hancock Street in the City of Ithaca, Tompkins County, NewYork (currently designated as City of Ithaca tax parcel numbers 35.-3-1 and part of -3) (the “Land”) a newapproximately 65,000-square-foot, four-story, mixed-use building containing fifty-four one- and two-bedroomapartments, a community room, a leasing office, a Head Start facility, commercial office space, and coveredparking; an approximately 6,600-square-foot building containing five three-bedroom townhouses; aplayground; and a pedestrian/bicycle path connecting the site to a larger pedestrian/bicycle network, includingthe reconstruction of two City streets to eliminate automobile traffic (hereinafter called the “Project”); and

WHEREAS, by Resolution dated September 25, 2015 and amended on February 11, 2016(collectively, the “Resolution”), the Agency authorized the Company to act as its agent for the purposes ofacquiring, constructing and equipping the Project as set forth above, subject to the Company entering intothis Agent Agreement; and




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

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

- Page 1 -IDA \ Hancock&First agent.agr35

Exhibit E

it 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.




3. Contracts & Employment.

a. 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.

b. The Company agrees to the following:


i. The project design team for the Project will consist entirely of local companies(defined as companies with their principal place of business in Tompkins County andsurrounding counties); and

ii. The construction contract for the Project will include specific provisions that requireoutreach to local construction companies requesting bids, to the greatest extentfeasible.

4. Hold Harmless Provision. The Company hereby releases the Agency from, agrees that the Agencyshall not be liable for, and agrees to indemnify, defend and hold the Agency and its executive director,directors, officers, members, employees, agents (except the Company), representatives, successorsand assigns harmless from and against any and all (i) liability for loss or damage to property or injuryto or death of any and all persons that may be occasioned by any cause whatsoever pertaining to theProject or arising by reason of or in connection with the occupation or the use thereof or the presenceon, in or about the Project or breach by the Company of this Agreement or (ii) liability arising fromor expense incurred by the Agency’s financing, rehabilitating, renovation, equipping, owning andleasing of the Project, including without limitation the generality of the foregoing, all causes of actionand reasonable attorney’s fees and any other expenses incurred in defending any suits or actionswhich may arise as a result of any of the foregoing. The foregoing indemnities shall applynotwithstanding the fault or negligence on the part of the Agency, or any of its respective members,directors, officers, agents or employees and irrespective of the breach of a statutory obligation or theapplication of any rule of comparative or apportioned liability, except that such indemnities will notbe applicable with respect to willful misconduct or gross negligence on the part of the Agency or anyother person or entity to be indemnified.



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 property


of 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.






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



To the Company: Hancock & First, LLCc/o Ithaca Neighborhood Housing Services, Inc.


115 West Clinton StreetIthaca, New York 14850

With a copy to: George Parker, Esq.34 Goodman Street South, Suite 401Rochester, New York 14607


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

11. The parties are contemplating that, after any applicable public hearings, the Agency will negotiate andenter into a leaseback agreement (the “Leaseback Agreement”) and payment-in-lieu-of-tax agreement(the “PILOT Agreement”) with the Company. The Company agrees not to take title to any propertyas agent for the Agency until the Leaseback Agreement and PILOT Agreement have been executedand delivered. At any time prior to the execution of the Leaseback Agreement and PILOTAgreement, the Agency can transfer title to the Company to all assets acquired by the Company asagent for the Agency. Additionally, at any time prior to execution of the Leaseback Agreement andPILOT Agreement, the Company can demand that the Agency transfer title to the Company withrespect to all assets acquired by the Company as agent for the Agency, provided all amounts owedto the agency have been paid current.

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

TOMPKINS COUNTY INDUSTRIAL HANCOCK & FIRST, LLCDEVELOPMENT AGENCY

By: __________________________________ By: __________________________________Heather D. McDaniel Name:Administrative Director Title:


INDUCEMENT AGREEMENT

This INDUCEMENT AGREEMENT (the “Agreement”), dated as of the ______ day of February,2016, 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 HANCOCK & FIRST, LLC (the “Company”), a limited liabilitycompany duly formed and existing pursuant to the laws of the State of New York, having a principal businessaddress of c/o Ithaca Neighborhood Housing Services, 115 West Clinton Street, Ithaca, New York 14850.

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

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

1.02. The purposes of the Act are to promote industry and develop trade by inducing manufacturing,industrial, warehousing, research, recreation and commercial enterprises to locate or remain in the State. TheAct vests the Agency with all powers necessary to enable it to accomplish such purposes, including the powerto provide financial assistance, therein defined.

1.03. The Company has requested that the Agency provide financial assistance for a certain project(the “Project”), consisting of the acquisition, construction (the “Construction”) and equipping (the“Equipment”) upon a parcel of real property to be leased to the Company at 423 First Street and part of 210Hancock Street in the City of Ithaca, Tompkins County, New York (the “Land”) of a new approximately65,000-square-foot, four-story, mixed-use building containing fifty-four one- and two-bedroom apartments,a community room, a leasing office, a Head Start facility, commercial office space, and covered parking; anapproximately 6,600-square-foot building containing five three-bedroom townhouses; a playground; and apedestrian/bicycle path connecting the site to a larger pedestrian/bicycle network, including the reconstructionof two City streets to eliminate automobile traffic (collectively, the “Facility”) (the Land, the Construction,the Equipment, and the Facility are hereinafter collectively referred to as the “Project Facility”).

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

1.05. The Agency has determined that the acquisition, construction and equipping of the ProjectFacility, as described in the application to the Agency dated August 5, 2015 (the “Application”), will promoteand further the purposes of the Act.

- Page 1 -IDA \ Hancock&First induce.agr40

Exhibit F

1.06. On September 25, 2015, as amended on February 11, 2016, the Agency adopted a Resolutionagreeing to undertake to assist the Company and to effectuate the purposes of the Act and, subject to thehappening of all acts, conditions and things 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, entered intoconcurrently herewith (the “Lease Agreement”) and the Leaseback Agreement, it will lease the ProjectFacility to the Agency.


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

3.04. (a) The Company shall not permit to stand, and will, at its own expense, take all stepsreasonably necessary to remove (or bond the same if acceptable to the Agency and its counsel), anymechanics’ or other liens against the Project Facility for labor or materials furnished in connection with theacquisition, construction and equipping of the Project Facility. The Company shall forever defend, indemnifyand hold the Agency, its members, officers, employees and agents, and anyone for whose acts or omissionsthe Agency or any of them may be liable, harmless from and against any costs, losses, expenses, claims,damages and liabilities of whatever kind or nature arising, directly or indirectly, out of or based on labor,services, materials and supplies, including equipment, ordered or used in connection with the acquisition,construction and equipping of the Project Facility or arising out of any contract or other arrangement therefor(and including any expenses incurred by the Agency in defending any claims, suits or actions which may ariseas a result of any of the foregoing), whether such claims or liabilities arise as a result of the Company actingas agent for the Agency pursuant to this Agreement or otherwise. The foregoing indemnities shall applynotwithstanding the fault or negligence on the part of the Agency, or any of its respective members, directors,officers, agents or employees and irrespective of the breach of a statutory obligation or the application of anyrule of comparative or apportioned liability, except that such indemnities will not be applicable with respectto willful misconduct or gross negligence on the part of the Agency or any other person or entity to beindemnified, or actions of the persons to be indemnified that are outside of the scope of their duties on behalfof the Agency.

(b) The Company shall forever defend, indemnify and hold harmless the Agency, its members,officers, employees and agents, and anyone for whose acts or omissions the Agency or any of them may beliable, from and against all claims, causes of action, liabilities and expenses howsoever arising for loss ordamage to property or any injury to or death of any person (including, without limitation, death of or injuryto any employee of the Company) that may occur subsequent to the date hereof by any cause whatsoever inrelation to the Project Facility, including the failure to comply with the provisions of Article 3.04 hereof, orarising, directly or indirectly, out of the ownership, construction, acquisition, operation, maintenance, repairor financing of the Project Facility, and including, without limitation, any expenses incurred by the Agencyin defending any claims, suits or actions which may arise as a result of the foregoing.

(c) The defense and indemnities provided for in this Article 3 shall apply whether or not the claim,liability, cause of action or expense is caused or alleged to be caused, in whole or in part, by the activities,acts, fault or negligence of the Agency, its members, officers, employees and agents, anyone under thedirection and control of any of them together the Agency’s “affiliates”, or anyone for whose acts or omissionsthe Agency or any of them may be liable, and whether or not based upon the breach of a statutory duty orobligation or any theory or rule of comparative or apportioned liability, subject only to any specificprohibition relating to the scope of indemnities imposed by statutory law.

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

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


denominated applicable to the Agency and/or the Company with respect to the Project Facility, theacquisition, construction and equipping thereof, and the operation and maintenance of the Project Facility. Every provision required by law to be inserted herein shall be deemed to be set forth herein as if set forth infull; and upon the request of either party, this Agreement shall be amended to specifically set forth any suchprovision or provisions.

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

3.07. The Company agrees that, as agent for the Agency and for all other purposes, it shall annuallyfile a statement with the New York State Department of Taxation and Finance, on a form and in such manneras prescribed by the Commissioner of Taxation and Finance, as to the value of all sales and use exemptionsclaimed by the Company or its agents, including, but not limited to, operators of the Project Facility andconsultants or subcontractors of the Company, under the authority granted pursuant to Section 874(8) of theGeneral Municipal Law. The penalty for failure to file such statement shall include, without limitation,removal by the Agency of the Company’s authority to act as an agent of the Agency.

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

3.09. The Company agrees to cooperate with the Agency to (1) ensure compliance with section 858-b of the General Municipal Law, and (2) prepare reports required to be prepared by the Agency pursuant tosection 859 of the General Municipal Law.

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

Article 4. General Provisions.

4.01. This Agreement shall take effect as of the date of execution hereof by the Agency and theCompany and shall remain in effect until the Lease Agreement and Leaseback Agreement becomes effective. It is the intent of the Agency and the Company that this Agreement be superseded in its entirety by the LeaseAgreement and Leaseback Agreement, except for the indemnities contained herein, which shall survive.

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


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

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

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

4.05. If for any reason the Leaseback Agreement is not executed and delivered on or beforeFebruary 28, 2018, the provisions of this Agreement (other than the provisions of Articles 3.04, 3.05, 3.06,3.07 and 3.09 above, which shall survive) shall, unless extended by agreement of the Agency and theCompany, terminate and be of no further force or effect, and following such termination neither party shallhave 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 ofFebruary, 2016.

TOMPKINS COUNTY INDUSTRIAL HANCOCK & FIRST, LLCDEVELOPMENT AGENCY

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



On the ______ day of February, in the year 2016, before me, the undersigned, a Notary Public in andfor said State, personally appeared HEATHER D. McDANIEL, personally known to me or proved to me onthe basis 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 February, in the year 2016, before me, the undersigned, a Notary Public in andfor said State, personally appeared ______________________________________, personally known to meor proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to thewithin instrument, and acknowledged to me that s/he executed the same in her/his capacity, and that byher/his signature on the instrument, the individual, or the person on behalf of whom the individual acted,executed the instrument.

_______________________________Notary Public



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

Administration provided by TCAD Simeon’s On The Commons– Community Benefits Overview 2/11/16 Project Overview A year and a half since a tragic accident closed Simeon’s. They have been anxiously awaiting the rebuild of the building and renovation of their restaurant. It has been a significant financial burden to not be open and generating any revenue. Simeon’s will be renovating the existing footprint of the restaurant, expanding the dining room to include a second floor dining area, and expanding the kitchen to provide better service. Cost-Benefit Analysis • Extent to which project would create and/or retain private sector jobs

Retains 27 and creates 14 new jobs

• Estimated value of tax exemption $27,079

• Estimate of private sector investment to be generated by the project

$660,000 • Likelihood of completing project in a timely manner

The building reconstruction is underway and Simeon’s is ready to begin the renovation of the portion of the building they occupy.

• Extent to which project would generate additional sources of revenue for local taxing jurisdictions Additional sales tax generated.

• Other benefits that might result from the project:

Brings a long standing restaurant back into operation in an historic building on a key corner of The Commons.

46

INDUCEMENT RESOLUTION:State Street Vine & Dine, Inc. d/b/a Simeon’s on the Commons

224 East State Street (leased premises), City of Ithaca




(i) appoint State Street Vine & Dine, Inc. d/b/a Simeon’s on the Commons (the“Company”) as its agent to acquire materials, renovate, construct, furnish and equipupon real property to be leased by the Company at 224 East State Street in the City ofIthaca (a portion of tax parcel # 70.-3-7) approximately 9,660 square feet of interiorspace to be used as a restaurant (including the dining areas, bar, kitchen, and storagespace);

(ii) provide financial assistance to the Company in the form of a sales tax exemption forpurchases and rentals related to the acquisition, construction, renovation, andequipping of the project, and

(iii) execute related documents.


WHEREAS, State Street Vine & Dine, Inc. d/b/a Simeon’s on the Commons (hereinafter called the“Company”) desires to acquire, construct, renovate, furnish, and equip upon real property to be leased by theCompany at 224 East State Street in the City of Ithaca (a portion of tax parcel #70.-3-7) approximately 6,600square feet of interior space to be used as a restaurant (including dining areas, bar, kitchen, and storage space)(hereinafter called the “Project”); and


WHEREAS, it is contemplated that the Agency will (i) designate the Company as its agent for thepurpose of acquiring, constructing, renovating, and equipping the Project and (ii) provide financial assistanceto the Company in the form of a sales and use tax exemption for purchases and rentals related to theacquisition, construction and equipping of the Project; and

WHEREAS, the City of Ithaca’s Department of Planning, Building, Zoning & Economic Developmenton December 1, 2015 determined that the Project is a Type II Action under Article 8 of the Environmental

- Page 1 -IDA \ Simeons sales-tax-only induce.res57

Conservation Law and Regulations adopted by the Department of Environmental Conservation of the State(collectively, “SEQR”) and is not subject to environmental review. A copy of the City’s letter to this effectis attached hereto as Exhibit A; and



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

b. It is desirable and in the public interest for the Agency to appoint the Company as its agentfor purposes of acquiring, constructing and equipping the Project; and

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

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

e. The Project will not result in the removal of a civic, commercial, industrial, or manufacturingplant of the Company or any other proposed occupant of the Project from one area of the Stateof New York (the “State”) to another area of the State or result in the abandonment of one ormore plants or facilities of the Company or any other proposed occupant of the Project locatedwithin the State, and the Agency hereby finds that, based on the Company’s application, tothe extent occupants are relocating from one plant or facility to another, the Project isreasonably necessary to discourage the Project occupants from removing such other plant orfacility to a location outside the State and/or is reasonably necessary to preserve thecompetitive position of the Project occupants in their respective industries; and

Section 2. The Agency, within the meaning of, and for all purposes complying with, SEQR:

a. Determines that the proposed Project is a Type II Action pursuant to the State EnvironmentalQuality Review Act and is not subject to environmental review .

b. Determines that all of the provisions of SEQR that are required to be complied with as acondition precedent to the approval of the financial assistance contemplated by the Agencywith respect to the Project and the participation by the Agency in undertaking the Project havebeen satisfied.

Section 3. Based upon the representations and warranties made by the Company in its application forfinancial assistance, the Agency hereby authorizes and approves the Company, as its agent,to make purchases of goods and services relating to the Project and that would otherwise besubject to New York State and local sales and use tax in an amount up to $338,500.00, which


result in New York State and local sales and use tax exemption benefits (“sales and use taxexemption benefits”) not to exceed $27,080.00. The Agency agrees to consider any requestsby the Company for increase to the amount of sales and use tax exemption benefits authorizedby the Agency upon being provided with appropriate documentation detailing the additionalpurchases of property or services.

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

Section 5. Subject to the Company executing the Agent Agreement attached hereto as Exhibit B, the

Agency hereby authorizes the Company to proceed with the acquisition, construction andequipping of the Project and hereby appoints the Company as the true and lawful agent of theAgency: (i) to acquire, construct and equip the Project; (ii) to make, execute, acknowledge anddeliver any contracts, orders, receipts, writings and instructions, as the stated agent for theAgency with the authority to delegate such agency, in whole or in part, to agents, subagents,contractors and subcontractors of such agents and subagents and to such other parties as theCompany chooses; and (iii) in general, to do all things which may be requisite or proper forcompleting the Project, all with the same powers and the same validity that the Agency coulddo if acting on its own behalf; provided, however, that the Agent Agreement shall expire on February 28, 2017 (unless extended for good cause by the Administrative Director of theAgency).

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 collectively called the “AgencyDocuments”); and, where appropriate, the Secretary or Assistant Secretary of the Agency ishereby authorized to affix the seal of the Agency to the Agency Documents and to attest thesame, all with such changes, variations, omissions and insertions as the Chairperson, Vice


Chairperson and/or Administrative Director of the Agency shall approve, the executionthereof by the Chairperson, Vice Chairperson and/or Administrative Director of the Agencyto constitute conclusive evidence of such approval; provided in all events that recourse againstthe Agency is limited to the Agency’s interest in the Project.




Member names Yea Nea Abstain Absent

James P. Dennis, Chairperson [ ] [ ] [ ] [ ]Martha Robertson, Vice Chairperson [ ] [ ] [ ] [ ]Svante L. Myrick, Secretary [ ] [ ] [ ] [ ]Will Burbank [ ] [ ] [ ] [ ]Grace Chiang [ ] [ ] [ ] [ ]Jennifer Tavares [ ] [ ] [ ] [ ]Richard T. John [ ] [ ] [ ] [ ]





December 1, 2015

Note to File Staff has determined that the proposed Simeons Rebuild is a Type II Action under the City of Ithaca Environmental Quality Review Ordinance (“CEQRO”) §176-‐5 C.(2.) and the State Environmental Quality Review Act (“SEQRA”) §617.5 (c.)(2.), and is not subject to environmental review.

CITY OF ITHACA 108 E. Green St. — Third Floor Ithaca, NY 14850-5690 DEPARTMENT OF PLANNING, BUILDING, ZONING, & ECONOMIC DEVELOPMENT Division of Planning & Economic Development JOANN CORNISH, DIRECTOR OF PLANNING & DEVELOPMENT PHYLLISA DESARNO, DIRECTOR OF ECONOMIC DEVELOPMENT Telephone: Planning & Development – 607-274-6550 Community Development/IURA – 607-274-6559 Email: [email protected] Email: [email protected]

61

Exhibit A

AGENT AGREEMENT

THIS AGREEMENT is made as of the ______ day of February, 2016, by and between theTOMPKINS COUNTY INDUSTRIAL DEVELOPMENT AGENCY, a public benefit corporation of the Stateof New York, having its offices at 401 East State Street, Suite 402B, Ithaca, New York 14850 (the “Agency”)and STATE STREET VINE & DINE, INC. D/B/A SIMEON’S ON THE COMMONS, a corporation dulyformed and validly existing pursuant to the laws of the State of New York, with a business address of 224East State Street, Ithaca, New York 14850 (the “Company”).

WITNESSETH:


WHEREAS, the Company desires to acquire materials, construct, furnish, and equip upon realproperty to be leased by the Company at 224 East State Street in the City of Ithaca, Tompkins County, NewYork (currently designated as a portion of City of Ithaca tax parcel number 70.-3-7) (the “Land”) therenovation of approximately 6,600 square feet of interior space to be used as a restaurant (including diningareas, bar, kitchen, and storage space) (hereinafter called the “Project”); and

WHEREAS, by Resolution dated February 11, 2016 (the “Resolution”), the Agency authorized theCompany to act as its agent for the purposes of acquiring, constructing, furnishing, and equipping the Projectas set forth above, subject to the Company entering into this Agent Agreement; and




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

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

- Page 1 -IDA \ Simeons agent.agr62

Exhibit B




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

g. In accordance with Section 875(3) of the New York General Municipal Law, the Companycovenants and agrees that, if it receives New York State and local sales and use tax exemptionbenefits (“sales and use tax exemption benefits”) from the Agency, and it is determined that:(i) the Company is not entitled to the sales and use tax exemption benefits; (ii) the sales anduse tax exemption benefits are in excess of the amounts authorized by the Agency to be takenby the Company; (iii) the sales and use tax exemption benefits are for property or services notauthorized by the Agency as part of the Project; or (iv) the sales and use tax exemptionbenefits are taken in cases where the Company fails to comply with a material term or


condition to use property or services in the manner approved by the Agency in connectionwith the Project, then the Company will (i) cooperate with the Agency in its efforts to recoveror recapture any sales and use tax exemption benefits, and (ii) promptly pay over any suchamounts to the Agency that the Agency demands in connection therewith. The Companyfurther understands and agrees that in the event that the Company fails to pay over suchamounts to the Agency, the New York State Tax Commissioner may assess and determineNew York State and local sales and use taxes due from the Company, together with anyrelevant penalties and interest due on such amounts.

h. The Company further covenants and agrees that the purchase of goods and services relatingto the Project and subject to New York State and local sales and use taxes are estimated inamount up to $338,500, and, therefore, the value of the sales and use tax exemption benefitsauthorized and approved by the Agency cannot exceed $27,080.

i. The Company acknowledges and agrees that it is responsible for all costs incurred by theAgency in acting on the Company’s application for the assistance provided by the Agency,whether or not the application, the project it describes, the attendant negotiations andultimately the transfer of a leasehold interest to the Agency and leaseback to the Company,transfer of title (if applicable) and/or issue of bonds (f applicable) are ever carried tosuccessful conclusion. If, for any reason whatsoever, the Company fails to conclude orconsummate necessary negotiations; fails to act within a reasonable or specified period of timeto take reasonable, proper, or requested action; withdraws, abandons, cancels, or neglects theapplication, or does not proceed with the project after approval of the application by theAgency, or if the Agency or Applicant are unable to find buyers willing to purchase the totalbond issue required or financing for the project (if applicable), then upon presentation ofinvoice, the Applicant shall promptly pay to the Agency and its agents or assigns all actualcosts involved in processing the application and drafting of documents up to that date andtime, including but not limited to fees of general counsel for the Agency and fees of bondcounsel for the Agency (if applicable).

j. Upon successful transfer of title and/or closing of the transaction whereby the project propertyis leased to the Agency and leased back by the Agency to the Company, or, if the onlyassistance sought is a sales tax abatement, after approval of the application and prior to theissuance of the sales tax letter, the Company shall pay to the Agency an administrative fee setby the Agency, not to exceed an amount equal to 1% of the total project cost, plus theAgency’s general counsel’s fees. In bond transactions, the cost incurred by the Agency andpaid by the Company, including bond counsel, the Agency’s general counsel’s fees, and theAgency’s administrative fees, may be considered as a cost of the Project and included as partof any resultant bond issue.

3. Hold Harmless Provision. The Company hereby releases the Agency from, agrees that the Agencyshall not be liable for, and agrees to indemnify, defend and hold the Agency and its executive director,directors, officers, members, employees, agents (except the Company), representatives, successorsand assigns harmless from and against any and all (i) liability for loss or damage to property or injuryto or death of any and all persons that may be occasioned by any cause whatsoever pertaining to theProject or arising by reason of or in connection with the occupation or the use thereof or the presenceon, in or about the Project or breach by the Company of this Agreement or (ii) liability arising fromor expense incurred by the Agency’s financing, rehabilitating, renovation, equipping, owning andleasing of the Project, including without limitation the generality of the foregoing, all causes of action


and 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.



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



To the Company: State Street Vine & Dine, Inc. d/b/a Simeon’s on the Commons224 East State StreetIthaca, New York 14850

With a copy to: Dirk A. Galbraith, Esq.Holmberg Galbraith, LLP118 North Tioga Street, Suite 304Ithaca, New York 14850


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


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

TOMPKINS COUNTY INDUSTRIAL STATE STREET VINE & DINE, INC. D/B/A DEVELOPMENT AGENCY SIMEON’S ON THE COMMONS

By: __________________________________ By: __________________________________Heather D. McDaniel Name: Dean A. ZervosAdministrative Director Title:



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


Memorandum To: TCIDA Board From: Ina Arthur, TCAD Date: February 11, 2016 Re: Recommended oversight to verify submitted PARIS report is complete, accurate and certified by TCIDA

officials In 2014, the State Comptroller’s Office audited the IDA policies and procedures and performed a full financial review. One of the findings in the OSC’s report addressed the need to provide oversight in order to verify that the report submitted to PARIS is complete and accurate. The OSC report also recommended the PARIS report be certified by a TCIDA official. The annual TCIDA Audit and subsequent PARIS (Public Authorities Reporting Information System) report, of which the audit documents are a part, has a submission deadline of March 31st each year. Prior to this deadline, administrative staff works with the auditors to finalize the audit documents for review by the IDA audit committee that in turn recommends acceptance by the full IDA Board. Online PARIS report input also takes place during the month of March. We are recommending the following procedure to ensure the PARIS report can be input in a timely manner and also have proper oversight and verification.

1. At a TCIDA Board meeting prior to March 31st, staff will ask for authorization to input the annual audit information via the online PARIS system.

2. Once the information has been input and submitted, a report of that information will be generated and presented to the TCIDA Board at it’s April meeting for verification and certification by the Chair or another officer of the TCIDA.

68

To: Common Council

From: Jennifer Kusznir, Economic Development Planner

Date: January 19, 2016

RE: Proposed Amendments to City of Ithaca Community Investment Incentive Tax Abatement Program (CIITAP)

The purpose of this memo is to provide information regarding a proposal to revise the City of Ithaca Community Investment Incentive Tax Abatement Program (CIITAP). At the January Planning Committee meeting, staff presented a proposal to amend CIITAP. The proposal included various amendments to the existing program, including additional base level requirements for applying for any abatement under this program. After extensive discussion at the meeting, the Committee decided that the proposal required additional work and further discussion, with the exception of the language pertaining to the local labor requirement. Enclosed for your consideration is a revised application, with additional language underlined and highlighted in yellow, that will require an applicant to submit monthly payroll reporting of all workers on site during construction with a summary of how many employees reside in Tompkins or one of the 6 adjacent counties. In addition, applicants would be required to show proof that they have solicited bids from local sub-contractors for all major trades required for the construction of their projects. Also enclosed is a draft resolution to request that the Tomkins County Industrial Development Agency (IDA) recognize the amended program. In addition to these proposed changes to the CIITAP ordinance, the Planning Committee will be discussing additional possible changes at the next meeting and may be forwarding additional recommended changes in the coming months. If you have any concerns or questions regarding any of this information, please feel free to contact me at 274-6410, [email protected].

CITY OF ITHACA 108 E. Green St. — 3rd Floor Ithaca, NY 14850-5690 DEPARTMENT OF PLANNING, BUILDING, ZONING & ECONOMIC DEVELOPMENT JOANN CORNISH, DIRECTOR OF PLANNING & DEVELOPMENT PHYLLISA A. DeSARNO, DEPUTY DIRECTOR FOR ECONOMIC DEVELOPMENT Telephone: Planning & Development – 607-274-6550 Community Development/IURA – 607-274-6559 Email: [email protected] Email: [email protected] Fax: 607-274-6558 Fax: 607-274-6558

71

9

I. Objective

In conjunction with the goals of the Tompkins County Comprehensive Plan, the objective of CIITAP is to encourage development in the City that would increase jobs, increase the tax base, promote density in the city core, encourage rehabilitation and redevelopment of underutilized sites, and help create a vibrant downtown center. Specifically the goals, as stated in the Tompkins County Comprehensive Plan, are as follows:

Ŷ Strengthen and enhance the City of Ithaca’s downtown area as the urban center of the county.

Ŷ Increase the amount and density of housing and business space in the central business districts throughout the county.

Ŷ Promote greater density by encouraging development of existing ‘gaps’ left by abandoned buildings and vacant parcels.

II. Eligibility Criteria

Project sponsors applying for tax abatement(s) under the City of Ithaca Community Investment Incentive Program must meet the following size, density, location, and municipal compliance requirements:

1.) Project Size Requirement ʊ In order to meet the minimum project size requirement to be eligible for tax abatements under CIITAP, a project must provide a letter from the Tompkins County Assessment Office that states that the project will result in an estimated increase in the assessed value of the property by at least $500,000.

2.) Project Density Requirement ʊ In order to meet the minimum density

requirement to be eligible for tax abatement under CIITAP, a project must either:

� Contain a minimum of 3 occupiable stories in height.

or

� Must be a major restoration of an existing structure.

3.) Project Location Requirement ʊ In order to meet the location requirement to be eligible for tax abatement under CIITAP, a project must either:

The Community Investment Incentive Tax Abatement Program (CIITAP) is a property tax abatement program that allows property owners to apply for abatement for a portion of their property taxes for a period of up to 7 years.

72

sarahm

Back-Up Item 10.4

2

� Be located in the City of Ithaca Density District

or

� Be a redevelopment of a Brownfield site that is registered as a DEC inactive hazardous waste site (www.dec.ny.gov/cfmx/extapps/derexternal/index.cfm?pageid=3)

4.) Municipal Compliance – Each property in the City of Ithaca owned by the Applicant must be in full compliance with all applicable local laws and regulations, consent agreements, and orders of the Director of Code Enforcement, and current on all taxes, assessments, fees and penalties due to the City. Properties owned by the Applicant in the City of Ithaca shall include any property for which an Applicant, or their partners has an ownership interest of 20% or more. Partners shall include any partners owning 20% or more of the project LLC, Corporation, or project equity.

5.) Local Construction Labor- Applicants are encouraged to hire locally wherever possible. For the purposes of this application, local is defined as anyone residing in Tompkins County, or any of the 6 contiguous counties of Cayuga, Seneca, Schuyler, Chemung, Tioga, and Cortland Counties. In order to be eligible for a tax abatement an applicant must commit to the City in writing that they will meet the minimum local labor requirements described below, and will submit to the IDA the following information:

. Proof that the General Contractor has solicited bids from local sub-contractors for all major trades required for the construction project, including electric, plumbing, carpentry, masonry, and HVAC.

a. Monthly payroll reporting of all workers on site during construction with a summary of how many employees are “local.” The reporting should include the address, zip-code, and total payroll amount per employee.

Preliminary eligibility is determined by the City of Ithaca CIITAP Committee, which consists of the Mayor, the Director of Planning and Development and the Director of Community Development for the Ithaca Urban Renewal Agency. Preliminary eligibility will be based on the applicant’s commitment to the above-stated criteria. Once preliminary eligibility has been determined, the Mayor will provide a letter of endorsement to the Tompkins County Industrial Development Agency (IDA). The final eligibility will be determined by the IDA.(See Section IV for the complete application process.)

III. Density District Boundary

73

3

IV. Incentive Package

Property Tax Abatement ʊ The standard CIITAP property tax abatement will begin at 90% in year one and decrease in equal increments over seven (7) years. Applicants may request an enhanced property tax abatement that begins at 100% in year one and decreases in equal increments over ten (10) years, if the applicant can demonstrate financial need, as determined by a review by IDA administrative staff of the project pro forma, and demonstration of an annual return on investment less than 20% in the first five years. The abatement will only impact taxes on improvements to the property and not taxes on the existing value. The IDA retains the ability to offer more than the standard abatement package, based on an analysis of the impact on the economy, the needs of the business, and input from the City of Ithaca. The IDA may negotiate additional abatements based on financial need.

x Sales Tax Abatement – The applicant will be exempt from both the local and State portion of sales tax on construction materials, equipment, and furnishings associated with the project.

x Mortgage Recording Tax – The applicant will be exempt from the State portion of the Mortgage Recording Tax ($2.50 per $1,000).

V. Application Process

Tompkins County Area Development, Inc. (TCAD) provides administrative and marketing services to the IDA. Potential applicants should contact the City Planning Division to schedule a meeting with Planning staff and TCAD staff, to determine project eligibility.

74

4

If the project appears eligible, TCAD will assist with completing the application for assistance. It is strongly advised that potential applicants schedule the initial eligibility determination meeting as early in the process as possible, in order to determine if the dollar value of the proposed incentives exceeds the associated fees. Based on the nature of the project and the incentives requested, the following will occur:

0. Eligibility Determination Meeting ʊ A developer seeking a tax abatement under this program must first have a joint meeting with staff from TCAD and the City Planning Division.

1. CIITAP Application ʊ A developer must submit a completed CIITAP application to the City of Ithaca Planning Division. The application will be reviewed for completeness and will be submitted to the Mayor for consideration.

2. Public Information Session ʊ The City will schedule a Public Information Session, at which the developer will be responsible for presenting information about the project and answering questions from the public. The City will advertise the public information session with a press release to the local media. The developer is responsible for posting the property at least 5 days prior to the Public Information Session, with the date, time, and location of the meeting.

3. City Approval ʊ A City CIITAP Review Committee, consisting of the Mayor, the Director of Planning and Economic Development, and the Director of Community Development for the IURA, will consider project approval, based on the stated criteria of density, size, location, and municipal compliance. If the criteria are satisfied, the CIITAP Review Committee will forward the completed application, along with a letter of approval to the IDA.

4. IDA Application ʊ A developer will submit a standard IDA application to the IDA for consideration, in addition to the CIITAP application and Mayor’s approval letter. The IDA will make an independent determination of the project.

5. Public Hearing ʊ Following an initial review, the IDA will, if favorably disposed toward a project, schedule a public hearing on the proposed incentive package. Standard IDA policies apply with regards to public hearing notification and other requirements.

6. IDA Determination ʊ Following a public hearing, the IDA will make a conditioned determination on the project. No final decision may be reached by the IDA until SEQR requirements have been met by the developer.

7. Notification and Reporting ʊ The IDA will notify the City of Ithaca and appropriate taxing jurisdictions once a project is approved. The IDA may diminish or rescind incentives should the project materially change. IDA agreements generally have clawback requirements.

8. Applications under this policy may not be accepted after December 31, 2017, unless the IDA and City of Ithaca vote to extend the policy beyond that date.

Refer to the Tompkins County Industrial Development Agency’s Mission, Policies, and Procedures for additional information.

75

5

VI. Application Fees

The applicant is responsible for payment of the following fees associated with the CIITAP process:

1. City Administrative Fees –The applicant will be responsible for paying the City a flat fee of $750 (seven hundred and fifty dollars) in order to cover the cost of processing the CIITAP application and the public meeting notifications. This fee is due to the City at the time that the application is submitted.

2. IDA Administrative Fees ʊ The applicant is responsible for paying the IDA Administrative Fee at the time of closing. This fee will be equal to 1% of the total value of expenses that are positively impacted by IDA incentives. This includes the value of construction of improvements to property that is impacted by property and sales tax abatement, and the value of furniture, fixtures, and equipment that are impacted by sales tax abatement. It will not include any purchases, such as manufacturing equipment, where the IDA does not deliver an incentive. Soft costs (e.g., legal, consulting, financial, architectural, and engineering fees) will be included in the amount considered as total value of expenses. In an attempt to make its incentive program cost-effective for smaller projects, the IDA will reimburse the applicant 100% of the Administrative Fee, IDA Counsel Fee, and IDA Bond Counsel Fee associated with the IDA involvement in the project, if the total project cost is less than $1 million. For a total project cost greater than $1 million, but less than $2 million, the reimbursement of fees will be reimbursed on a sliding scale that declines from 100% to 0% gradually, based on project size. There will be no reimbursement of fees for projects with costs over $2 million. The reimbursement will take the form of additional property tax abatement credited to the business in the initial years of the Payment-in-Lieu-of-Taxes (PILOT) agreement. The IDA retains the right to determine the credit the applicant will receive. For projects where there is no property tax abatement, there will not be any form of fee reimbursement.

3. IDA Counsel Fees ʊ The applicant is also responsible for paying the IDA for all legal costs it incurs, including IDA Counsel and Bond Counsel fees.

4. Applicant Attorney Fees ʊ The applicant is responsible for its own attorney fees associated with closing IDA incentives.

76

Tompkins County Industrial Development Agency Board of Directors Meeting DRAFT Minutes

January 14, 2016 Tompkins County Legislative Offices

121 E. Court Street, Ithaca, NY Present: Jim Dennis, Jennifer Tavares, Will Burbank, Grace Chiang, Svante

Myrick Staff Present: Michael Stamm, Heather McDaniel, Mariette Geldenhuys Guests Present: Michael Enright (Beowulf), Jerry Goodenough (Managing Director,

Cayuga Operating Company), Rick Snyder (TC Finance), Joe Mareane (TC Administration), Jay Franklin (TC Assessment), Stacy Black, Marcus Williamee (Union Representatives), David Hart (Hart Hotels)

CALL TO ORDER Jim Dennis called to order the meeting of the Tompkins County Industrial Development Agency at 4:25 pm PRIVILEGE OF THE FLOOR None. BUSINESS Sale of membership interest in Cayuga Operating Company LLC Mr. Stamm delivered a brief overview for the reason for the PILOT agreement between the TCIDA and the power plant. Michael Enright and jerry Goodenough who represented the purchasing company and the existing company were introduced. Mr. Enright provided an overview of Beowulf (the purchasing company) and the results of their evaluation of the power plant. They are very pleased with the fixed assets as well as the workforce. They have FERC approval and hope to have PSC approval in the spring (for the purchase of the power plant.) They have met with State officials and are well aware of the State’s goals for renewable energy generation. They believe they can be successful in any conceivable scenario. Mr. Burbank asked about the status of the application for repowering the power plant and whether the acquisition was contingent upon receiving approval. Mr. Goodenough said the repowering decision continues to be delayed. Mr. Enright said the acquisition is not dependent on the repowering decision. Jim Dennis moved to approve the sale of the membership interest in Cayuga Operating Company LLC. Svante Myrick seconded the motion. The motion was approved (5-‐0).

77

Hotel Ithaca/Lenroc Phase 2 Application Mr. McDaniel introduced the project and the applicant, David Hart. Mr. Hart described the project and how it had been scaled back from the original concept, especially that it would not at this time include a large meeting and conference center. He emphasized the need to upgrade the property because of the new competition that is being built i.e. the Marriott and the Hilton Canopy. Ms. Chiang asked about the use of the land that would become vacant after demolition and about parking for customers. Mr. Hart said some parking would be provided but most parking would be at the City lot across the street. Mr. Myrick thanked Mr. Hart about working with the City to refine the project design in such a positive way. Mr. Burbank expressed concern about the wages paid to employees and reminded the group that both the Marriott and Hilton Canopy agreed to some level of wage mandates placed on them by the City of Ithaca. Jim Dennis moved to accept the application as complete (with modifications outlining the ownership structure) and to send the project to the required public hearing. Svante Myrick seconded the motion. The motion passed 5-‐0. Ms. Geldenhuys will confirm the ownership structure with Mr. Hart. Tompkins County Planning Department Request for Additional Funding for Consulting Services Mr. McDaniel explained that the Planning Department was seeking additional financial support from the TCIDA for consulting services for energy related studies. She noted that the IDA did have the required funds available. Jim Dennis moved to approve the additional funding request from the TC Planning Department regarding consultant costs for a energy related study. Svante Myrick seconded the motion. The motion passed unanimously. 2016 Memorandum of Understanding with TCAD and Appointment of Administrative Director Mr. Stamm described this action as similar to the one just considered by the TCDC. Jim Dennis moved to approve the 2016 MOU between the TCIDA and TCAD. Svante Myrick seconded the motion. The motion was approved unanimously. Mr. Stamm described the appointment of the TCIDA administrative director as a similar action as just considered by the TCDC.

78

Jim Dennis moved to appoint Heather McDaniel as the administrative director for the Tompkins County Industrial Development Agency. Svante Myrick seconded the motion. The motion passed unanimously. Signatory Authority Discussion Mr. Stamm opened the discussion by saying that it relates to the NYS Comptroller’s recent audit of the TCIDA and concerns expressed about whether TCAD staff should have the authority to sign closing documents on behalf of the TCIDA. Ms. Geldenhuys pointed out that all project approval resolutions authorize staff to sign closing documents. Mr. Stamm said that some closings are held in Rochester NY and NYC and that attendance by an officer of the IDA might present a problem. Ms. Tavares asked if there was anything in TCAD’s own Bylaws that might conflict with having someone other than its President sign documents. Mr. Stamm said the TCAD Bylaws were likely silent on that issue but that he would check to ensure that there was not a conflict and report back at the next IDA meeting. Jim Dennis moved to approve a resolution authorizing the Administrative Director of the TCIDA to sign closing documents when that authority was supported by the resolution approving the incentives for the specific project. Jennifer Tavares seconded the motion. The motion passed unanimously. STAFF REPORT Mr. Dennis reported on the status of the Local Labor Committee. He is waiting to see where the City’s CIITAP Committee goes with their recommendations and then the labor committee will proceed with recommendations to the TCIDA. He also reported that the County Legislature will make its annual TCIDA Board appointments at its meeting next week. Ms. McDaniel noted the projects that had closed in late 2015 (209-‐215 Dryden Associates and Ithaca Beer Expansion) and those that were likely to close in early 2016. Both Mr. Stamm and Ms. McDaniel will be attending the NYS Economic Development Council Annual Conference in Albany NY next week where they will participate in the IDA section meeting. MINUTES Will Burbank moved to approve the draft minutes from the TCIDA Board meeting of December 10, 2015. Jennifer Tavares seconded the motion. The motion passed unanimously. The meeting was adjourned at 5:10 pm

79

Tompkins County Industrial Development Agency€¦ · 2/11/2016 · Administration provided by...

Documents

Transcript of Tompkins County Industrial Development Agency€¦ · 2/11/2016 · Administration provided by...