PROJECT AUTHORIZING AND INDUCEMENT RESOLUTION
(Cellu Tissue Corporation – Natural Dam Project)
A regular meeting of the St. Lawrence County Industrial Development Agency (the
“SLCIDA”) was convened in public session on May 17, 2012 in Canton, New York.
The meeting was called to order by the Vice-Chairman and, upon roll being called, the
following were:
MEMBER
Blevins, Lynn
Hall, Mark
LaBaff, Ernest
McMahon, Andrew J.
Peck, Donald
Staples, Brian
Weekes, Jr., R. Joseph
PRESENT
X
X
X
X
X
ABSENT
X
X
The following persons were ALSO PRESENT: IDA Staff (Patrick Kelly, Tom Plastino,
Richard Williams, Natalie Sweatland, and Leigh Rodriguez); Andy Silver, Esq., Counsel.
On a motion duly made by Mr. Peck and seconded by Mr. Blevins, the following
resolution was placed before the members of the St. Lawrence County Industrial Development
Agency:
Resolution No. 12-05-26
(1) ACCEPTING THE APPLICATION OF CELLU TISSUE
CORPORATION – NATURAL DAM D/B/A CLEARWATER PAPER –
NATURAL DAM (THE “COMPANY”) WITH RESPECT TO A CERTAIN
PROJECT (AS DESCRIBED BELOW); (2) ADOPTING FINDINGS
PURSUANT TO THE STATE ENVIRONMENTAL QUALITY REVIEW
ACT (“SEQRA”) IN RELATION TO THE PROJECT; (3) DESCRIBING
THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED
BY THE ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT
AGENCY (“SLCIDA”) WITH RESPECT TO THE PROJECT; (4)
AUTHORIZING THE UNDERTAKING OF THE PROJECT FOR THE
BENEFIT OF THE COMPANY; (5) AUTHORIZING THE EXECUTION
AND DELIVERY OF AN AGENT AGREEMENT, SALES TAX
EXEMPTION AND RELATED DOCUMENTS WITH RESPECT TO THE
PROJECT; (6) AUTHORIZING THE SLCIDA TO (i) ACQUIRE A
LEASEHOLD INTEREST IN A PORTION OF A CERTAIN PARCEL OF
REAL PROPERTY (THE “LAND” AS MORE PARTICULARLY
DESCRIBED HEREIN); (ii) NEGOTIATE AND ENTER INTO CERTAIN
AGREEMENTS WITH THE COMPANY IN CONNECTION WITH A
CERTAIN PROJECT (AS FURTHER DESCRIBED HEREIN); (iii)
PROVIDE FINANCIAL ASSISTANCE TO THE COMPANY IN THE
FORM OF A SALES AND USE TAX EXEMPTION FOR PURCHASES
AND RENTALS RELATED TO THE UNDERTAKING OF THE
PROJECT, A PILOT AGREEMENT WHEREBY NO TAX ABATEMENT
WILL BE CONVEYED, AND THE PROVISION OF A GRANT FROM
THE NEW YORK STATE DEPARTMENT OF TRANSPORTATION; AND
(iv) EXECUTE AND DELIVER RELATED DOCUMENTS; AND (7)
AUTHORIZING A REQUEST FOR PROPOSAL FOR THE PROJECT.
WHEREAS, the SLCIDA is authorized and empowered by Title 1 of Article 18-A of the
General Municipal Law of the State of New York (the "State") as amended, and Chapter 358 of
the Laws of 1971 of the State, as amended (collectively, the "Act") to promote, develop,
encourage and assist in the acquiring, constructing, reconstructing, improving, maintaining,
equipping and furnishing of industrial, manufacturing, warehousing, commercial, research, and
recreation facilities, including industrial pollution control facilities, railroad facilities and certain
horse racing facilities, for the purpose of promoting, attracting, encouraging and developing
recreation and economically sound commerce and industry to advance the job opportunities,
health, general prosperity and economic welfare of the people of the State, to improve their
recreation opportunities, prosperity and standard of living, and to prevent unemployment and
economic deterioration; and
WHEREAS, the SLCIDA was created under the Act with the authority and power to
own, lease and sell property for the purpose of, among other things, acquiring, constructing and
equipping civic, industrial, manufacturing and commercial facilities as authorized by the Act;
and
WHEREAS, CELLU TISSUE CORPORATION – NATURAL DAM d/b/a
CLEARWATER PAPER – NATURAL DAM, (the “Company”), has requested the SLCIDA’s
assistance with a certain project (the “Project”) consisting of (A) the acquisition of title to or a
leasehold interest by the SLCIDA in a railroad spur located at or near 4921 Route 58N in the
Town of Gouverneur, St. Lawrence County, New York being a portion of the parcel Tax Map
Id.: 173.001-1-24.111, (collectively, the “Land”) and the existing improvements of the rail spur
located thereon (the “Existing Improvements”), (B) the renovation, refurbishment and equipping
of the Existing Improvements and/or construction and installation of new rail bridge structure
(the “Improvements”), and (C) the acquisition in and around the Improvements of certain items
of equipment and other tangible personal property in connection with the Company's
rehabilitation of the rail bridge (the “Equipment,” and with the Land, the Existing Improvements
and the Improvements are collectively the “Facility”); and
WHEREAS, upon receipt of the Application, and at the request of the Company,
SLCIDA staff duly scheduled and noticed a public hearing (“Public Hearing”) held pursuant to
Section 859-a of the Act on May 16, 2012, at 5:30 pm, local time, in the Town Offices, Town of
Gouverneur, 1227 US Highway 11, Gouverneur, St. Lawrence County, New York, a notice of
such public hearing having been published and forwarded to the affected taxing jurisdictions
thirty (30) days prior to said Public Hearing, whereat interested parties were provided an
opportunity, both orally and in writing, to present their views (copies of the Minutes of the
Public Hearing, the Notice of Public Hearing published, and the Notice of Public Hearing and
Contemplated Deviation Letter forwarded to the affected taxing jurisdictions thirty (30) days
prior to said Public Hearing being attached hereto as Exhibit A); and
WHEREAS, in furtherance of the Project, the Company has requested that the SLCIDA
deviate from its Uniform Tax Exemption Policy (“UTEP”) with respect to the term and
abatement schedule to be provided within the Payment-in-lieu-of-Tax Agreement (“PILOT
Agreement”) to be entered into by and between the SLCIDA and the Company, to wit; and
WHEREAS, in connection with the Application, and in furtherance of the Projects
positive financial impact within St. Lawrence County, along with the Town of Gouverneur, and
the Gouverneur Central School District (“Local Taxing Jurisdictions”) the SLCIDA has
requested the support and consent of the Local Taxing Jurisdictions in establishing a negotiated
PILOT Agreement for the Project; and
WHEREAS, the SLCIDA and the Company have proposed a PILOT Agreement structure
to the Local Taxing Jurisdictions whereby (i) there will be a 0% abatement of taxes on the
improved value of real property, and (ii) the payments under the PILOT shall be equal to the
product of the then current tax rate for the affected tax jurisdiction (after application of any
applicable equalization rate) multiplied by the total taxable valuation; and
WHEREAS, the Local Taxing Jurisdictions have consented to the PILOT Agreement
pursuant to consent resolutions and certificates delivered to the SLCIDA and attached hereto as
Exhibit B (the “Consent Certificates”); and
WHEREAS, Barton & Loguidice, P.C., engineering firm on behalf of the Company, has
reviewed the Project in accordance with the State Environmental Quality Review Act and has
classified it as a Type II action per 6 NYCRR (Codes, Rules and Regulations of the State of New
York) § 617.5 (“SEQRA”); and
WHEREAS, pursuant to Article 18-A of the General Municipal Law the SLCIDA desires
to adopt a resolution describing the Project and the Financial Assistance that the SLCIDA is
contemplating with respect to the Project; and
WHEREAS, Barton & Loguidice, P.C., engineering firm on behalf of the Company, has
prepared contract documents and specifications which will be used to bid and construct the
Project. SLCIDA staff shall receive and review bids from qualified firms and shall present a
recommendation of award at the SLCIDA’s June 2012 meeting; and
WHEREAS, it is contemplated that the SLCIDA will (i) adopt SEQRA findings with
respect to the Project; (ii) approve the undertaking of the Project and appoint the Company its
agent to undertake same; (iii) negotiate and execute an agent agreement pursuant to which the
SLCIDA will designate the Company as its agent for the purpose of undertaking the Project
(“Agent Agreement”), (iv) negotiate, execute and deliver, a lease agreement (“Lease
Agreement”), leaseback agreement (“Leaseback Agreement”) and PILOT Agreement with the
Company, (v) take title to or a leasehold interest in the Land, Existing Improvements,
Improvements and Equipment and personal property constituting the Project (once the Lease
Agreement, Leaseback Agreement, and PILOT Agreement have been negotiated), and (vii)
provide financial assistance to the Company in the form of (a) a sales and use tax exemption for
purchases and rentals related to the Project and (b) a PILOT under which there will be a 0%
abatement of taxes on the improved value of real property for a thirty (30) year period and a
grant from the New York State Department of Transportation; and (vi) authorize a Request for
Proposal for the Project.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE ST.
LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT SLCIDA AS FOLLOWS:
Section 1.
The Company has presented an application in a form acceptable to the
SLCIDA. Based upon the representations made by the Company to the SLCIDA in the
Company’s application, the SLCIDA hereby finds and determines that:
(A) By virtue of the Act, the SLCIDA has been vested with all powers necessary and
convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all
powers granted to it under the Act; and
(B) It is desirable and in the public interest for the SLCIDA to appoint the Company as
its agent for purposes of acquiring, constructing and equipping the Project; and
(C) The SLCIDA has the authority to take the actions contemplated herein under the Act;
and
(D) The action to be taken by the SLCIDA will induce the Company to develop the
Project, thereby increasing employment opportunities in St. Lawrence County and otherwise
furthering the purposes of the SLCIDA as set forth in the Act; and
(E) The Project will not result in the removal of a civic, commercial, industrial, or
manufacturing plant of the Company or any other proposed occupant of the Project from one
area of the State of New York (the “State”) to another area of the State or result in the
abandonment of one or more plants or facilities of the Company or any other proposed occupant
of the Project located within the State; and the SLCIDA hereby finds that, based on the
Company’s application, to the extent occupants are relocating from one plant or facility to
another, the Project is reasonably necessary to discourage the Project occupants from removing
such other plant or facility to a location outside the State and/or is reasonably necessary to
preserve the competitive position of the Project occupants in their respective industries; and
(F) The Project is classified as a Type II action as said term is defined under SEQRA. In
accordance with § 617.6(a)(1)(i), a Type II action does not require the designation of a lead
Agency and no additional responsibilities are required under SEQRA for this project. SEQRA
review is complete.
Subject to the Company executing the Agent Agreement and the delivery
Section 2.
of the SLCIDA of a binder, certificate or other evidence of liability insurance policy for the
Project satisfactory to the SLCIDA, the SLCIDA hereby authorizes the Company to proceed
with acquisition, construction and equipping of the Project and hereby appoints the Company as
the true and lawful agent of the SLCIDA: (to acquire, construct and equip the project, (ii) to
make, execute, acknowledge, and deliver any contracts, orders, receipts, writings and
instructions, as stated agent for the SLCIDA with the authority to delegate such SLCIDA, in
whole or part, to agent, subagents, contractors, subcontractors and usch agent and subagents and
to such other parties as the Company chooses; and (iii) in general to do all things which may be
requisite or proper for completing the Project, all with the powers and the same validity that the
SLCIDA could do if acting on its own behalf; provided, however, the Agent agreement is first
executed and delivered and if the Lease Agreement, Leaseback Agreement and PILOT
Agreement contemplated have not been executed and delivered.
Section 3.
The SLCIDA hereby authorizes the negotiation execution and delivery of
the Agent Agreement, along with the issuance of a Sales Tax Exemption Letter to the Company,
as agent of the SLCIDA in furtherance of the Project, along with the filing of Forms ST-60 and
ST-120.1.
Section 4.
The Chairman, Vice Chairman and/or the Chief Executive Officer of the
SLCIDA are hereby authorized, on behalf of the SLCIDA, to negotiate, execute and deliver the
terms of the Agent Agreement, the Lease Agreement pursuant to which the Company leases the
Project to the SLCIDA, Leaseback Agreement pursuant to which the SLCIDA leases its interest
in the Project back to the Company, the PILOT Agreement and related documents necessary or
incidental thereto; provided (A) the installment or rental payments under the Lease-Leaseback
Agreement include payments of all costs incurred by the SLCIDA arising out of or related to the
Project and indemnification of the SLCIDA by the Company for actions taken by the Company
and/or claims arising out of or related to the Project and (B) the terms of the PILOT Agreement
are consistent with the SLCIDA’s uniform tax exemption policy or the procedures for deviation
have been complied with, and the Grant Agreement from the New York State Department of
Transportation.
The officers, employees and agents of the SLCIDA are hereby authorized
Section 5.
and directed for and in the name and on behalf of the SLCIDA to do all acts and things required
and to execute and deliver all such certificates, instruments and documents, to pay all such fees,
charges and expenses and to do all such further acts and things as may be necessary or, in the
opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of
the foregoing resolutions and to cause compliance by the SLCIDA with all of the terms,
covenants and provisions of the documents executed for and on behalf of the SLCIDA.
Section 6.
This Resolution shall take effect immediately.
The question of the adoption of the foregoing resolution was duly put to vote on roll call,
which resulted as follows:
MEMBER
Blevins, Lynn
Hall, Mark
LaBaff, Ernest
McMahon, Andrew J.
Peck, Donald
Staples, Brian
Weekes, Jr., R. Joseph
AYE
X
X
X
X
X
NAY
The resolution was thereupon declared duly adopted.
ABSTAIN
ABSENT
X
X
EXHIBIT A
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN that a public hearing pursuant to Article 18-A of the New
York General Municipal Law will be held by the St. Lawrence County Industrial Development
Agency (the "Agency") on Wednesday, May 16, 2012, at 5:30 PM, local time, in the Town
Offices, Town of Gouverneur, 1227 US Highway 11, Gouverneur, St. Lawrence County, New
York, in connection with the following matter:
CELLU TISSUE CORPORATION – NATURAL DAM d/b/a CLEARWATER
PAPER – NATURAL DAM, for itself or on behalf of an entity to be formed (the "Company"),
has requested the Agency's assistance with a certain project (the "Project") consisting of (i) the
acquisition by the Agency of title to or a leasehold interest in a rail spur located at or near 4921
Route 58N in the Town of Gouverneur, St. Lawrence County, New York being a portion of the
parcel Tax Map Id.: 173.001-1-24.111, (the “Land”) and the existing improvements of the rail
spur located thereon (the “Existing Improvements”), (ii) the renovation, refurbishment and
equipping of the Existing Improvements and/or construction and installation of new rail bridge
structure (collectively, the “Improvements”), and (iii) the acquisition and installation by the
Company in and around the Improvements of certain items of equipment and other tangible
personal property necessary and incidental in connection with the Company's rehabilitation of
the rail bridge (the “Equipment”, and collectively with the Land, the Existing Improvements and
the Improvements, the “Facility”).
The Agency will acquire title to, or a leasehold interest in, the Facility and lease the
Facility back to the Company. The Company will operate the Facility during the term of the
lease. At the end of the lease term, the Company will purchase the Facility from the Agency, or
if the Agency holds a leasehold interest, the leasehold interest will be terminated. The Agency
contemplates that it will provide financial assistance (the "Financial Assistance") to the
Company in the form of a grant from the New York State Department of Transportation, and
sales and use tax exemptions, consistent with the policies of the Agency.
A representative of the Agency will be at the above-stated time and place to present a
copy of the Company's project Application (including a cost-benefit analysis) and hear and
accept written and oral comments from all persons with views in favor of or opposed to or
otherwise relevant to the proposed Financial Assistance.
Dated: April 11, 2012
By:
ST. LAWRENCE COUNTY INDUSTRIAL
DEVELOPMENT AGENCY
EXHIBIT B