ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY
Resolution No. IDA-14-06-18
June 26, 2014
TAKING OFFICIAL ACTION TOWARD THE ACQUISITION, CONSTRUCTION AND
EQUIPPING OF A PROJECT FOR THE ST. LAWRENCE COUNTY INDUSTRIAL
DEVELOPMENT AGENCY, APPOINTING THE ST. LAWRENCE COUNTY INDUSTRIAL
DEVELOPMENT AGENCY LOCAL DEVELOPMENT CORPORATION AGENT OF THE
AGENCY FOR THE PURPOSE OF ACQUIRING, CONSTRUCTING AND EQUIPPING THE
PROJECT, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT
BETWEEN THE AGENCY AND THE ST. LAWRENCE COUNTY INDUSTRIAL
DEVELOPMENT AGENCY LOCAL DEVELOPMENT CORPORATION WITH RESPECT TO
SUCH PROJECT
WHEREAS , the St. Lawrence County Industrial Development Agency (“SLCIDA”) is authorized and empowered by Title 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and Chapter 358 of the Laws of 1971 of the State of New York, as amended and codified as Section
914 of the General Municipal Law (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, civic 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 , to accomplish its stated purposes, the SLCIDA is authorized and empowered under the
Act to acquire, construct and equip one or more “projects” (as defined in the Act) or cause said projects to be acquired, constructed and equipped, and to convey said projects or to lease said projects with the obligation to purchase, and
WHEREAS , the St. Lawrence County Industrial Development Agency wishes to designate the St.
Lawrence County Industrial Development Agency - Local Development Corporation (the “SLCIDA-LDC”) as its agent for the purpose of completing the following project (the “Project”) consisting of (1)(A) the acquisition of a leasehold interest in certain land located in the Canton Industrial Park, Village of Canton,
New York, (B) construction of a road and extending utilities in the Canton Industrial Park, Village of Canton,
New York. The park will be used to encourage economic growth within the county, and (2) the granting of certain other “financial assistance” (within the meaning of Section 854 (14) of the New York General
Municipal Law) with respect to the foregoing, including exemption from sales and use taxes (for purchases and rentals related to the acquisition, construction and equipping of the Project), deed transfer taxes, mortgage recording taxes and real property taxes consistent with the SLCIDA’s uniform tax exemption policy, and

WHEREAS , the SLCIDA has given due consideration to the representations by the SLCIDA-LDC that the completion of the Project (1) will be an inducement to the SLCIDA-LDC to construct the aforementioned facility and (2) will not result in the removal of an industrial or manufacturing plant of the
SLCIDA-LDC or any proposed occupant of the Project Facility from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of the SLCIDA-LDC or any proposed occupant of the Project Facility within the State, and
WHEREAS , pursuant to Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto by the New York State Department of Environmental Conservation (collectively the “SEQR Act”), the St. Lawrence County Industrial Development Agency, as lead agency, has issued a negative declaration with respect to the Project Facility, determining that the Project Facility will not have a significant effect on the environment (See Resolution IDA-14-06-16), and
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE ST. LAWRENCE
COUNTY INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS:
Section 1. Based upon the representations made by the SLCIDA-LDC to the SLCIDA, the SLCIDA hereby makes the following findings and determinations:
(A) The Project Facility constitutes a “project” within the meaning of the Act, and
(B) The proposed Financial Assistance will promote the job opportunities, general prosperity and economic welfare of the inhabitants of the County and improve their standard of living, and thereby serve the purposes of the Act, and
(C) The proposed Financial Assistance will not result in the removal of an industrial or manufacturing plant of the SLCIDA-LDC of any proposed occupant of the Project Facility from one area of the State to another area of the State or in the abandonment of one or more plants or facilities of the SLCIDA-LDC or any proposed occupant of the Project Facility, and
(D) It is desirable and in the public interest for the SLCIDA to undertake said project.
Section 2. Subject to the conditions set forth in Section 4.02 of the Agreement hereinafter referred to, the SLCIDA will acquire, construct and equip the Project Facility and lease, sell or occupy the
Project Facility.
Section 3. The SLCIDA-LDC may proceed with the acquisition, construction and equipping of the
Project Facility and advance such funds as may be necessary to accomplish such purposes.
Section 4. The SLCIDA-LDC is appointed the true and lawful agent of the SLCIDA to (1) acquire, construct and equip the Project Facility, and (2) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent for the SLCIDA, and in general to do all things which may be requisite or proper for acquiring, constructing and equipping the Project Facility, all with the same powers and the same validity as if the SLCIDA were acting in its own behalf. The appointment made by this Section 4 shall not be effective until the agreement referred to in Section 5 hereof is duly executed and delivered by the SLCIDA-LDC.

Section 5. The form and substance of a proposed agreement (in substantially the form presented to this meeting and attached hereto as Exhibit A) between the SLCIDA and the SLCIDA-LDC setting forth the undertakings of the SLCIDA with respect to the acquisition, construction and equipping of the Project Facility
(the “Agreement”) are hereby approved. The Chairman or Vice Chairman of the SLCIDA is hereby authorized, on behalf of the SLCIDA, to execute and deliver the Agreement in substantially the form thereof presented to this meeting, with such changes in terms and form as the SLCIDA shall approve. The execution thereof by the Chairman or Vice Chairman shall constitute conclusive evidence of such approval.
Section 6. Each of the officers, members and staff of the SLCIDA is hereby designated and authorized to preside over and conduct, on behalf of the SLCIDA, the public hearing referred to in Section 6 of this
Resolution.
Section 7. Counsel for the SLCIDA is hereby authorized to work with the SLCIDA-LDC and others to prepare, for submission to the SLCIDA, all documents necessary to effect the acquisition, construction and equipping of the Project Facility.
Section 8. A copy of this Resolution shall be available for public inspection at the customary location of records of the SLCIDA that are available to the general public.
Section 9. The Chairman of the SLCIDA is hereby authorized and directed to distribute copies of this Resolution to the SLCIDA-LDC and to do such further things or perform such acts as may be necessary or convenient to implement the provisions of this Resolution.
Move: PECK
Second: HALL
ABSENT
I HEREBY CERTIFY that I have compared this copy of this
Resolution with the original record in this office, and that the same is a correct transcript thereof and of the whole of said original record.
Blevins X
Hall X
LaBaff X
McMahon X
Peck X
Staples X
Weekes X
/s/
Natalie A. Sweatland
June 26, 2014

EXHIBIT A
14-CIP-02
AGREEMENT
THIS AGREEMENT is between the County of St. Lawrence Industrial Development Agency (the
“SLCIDA”) and the St. Lawrence County Industrial Development Agency - Local Development Corporation
(the “SLCIDA-LDC”).
Article 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following:
1.01. The SLCIDA is authorized and empowered by the provisions of 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 (collectively, the “Act”) to provide certain financial assistance with respect to “projects” (as defined in the Act”) and to lease or sell the same upon such terms and conditions as the SLCIDA may deem advisable.
1.02. The purpose of the Act are to promote, attract, encourage and develop recreation and economically sound commerce and industry in order 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. The Act vests the
SLCIDA with all powers necessary to enable it to accomplish such purposes, including the power to acquire, construct and equip “projects” (as defined in the Act).
1.03. The SLCIDA-LDC has requested that the SLCIDA undertake a project (the “Project”) consisting of
(1)(A) the acquisition of a leasehold interest in certain land located in the Canton Industrial Park,
Village of Canton, New York, (B) construction of a road and extension of utilities in the Canton
Industrial Park, Village of Canton, New York. The building will be used to encourage economic growth, and (2) the granting of certain other “financial assistance” (within the meaning of Section 854
(14) of the New York General Municipal Law) with respect to the foregoing, including exemption from sales and use taxes (for purchases and rentals related to the acquisition, construction and equipping of the Project), deed transfer taxes, mortgage recording taxes and real property taxes consistent with the SLCIDA’s uniform tax exemption policy” (within the meaning of Section 854(14) of the New York General Municipal Law) with respect to the foregoing, including exemption from sales and use taxes, deed transfer taxes, mortgage recording taxes and real property taxes consistent with the SLCIDA’s uniform tax exemption policy.
1.04. The SLCIDA-LDC hereby represents to the SLCIDA that the SLCIDA’s Financial Assistance (1) will be an inducement to it to locate the Project Facility in the County of St. Lawrence, and (2) will not result in the removal of a commercial, industrial or manufacturing plant or facility or of any other proposed occupant of the Project Facility from one area of the State to another or in the abandonment of one or more plants or facilities of the SLCIDA-LDC or of any other proposed occupant of the
Project Facility located in the State.
1.05. The SLCIDA has determined that the acquisition, construction and equipping of the Project Facility and the leasing or sale of the same will promote and further the purposes of the Act.

1.06. On June 26, 2014, the SLCIDA adopted resolutions (the “Resolutions”) agreeing, subject to the satisfaction of all conditions precedent set forth in such resolutions, to acquire, construct and equip the Project Facility.
1.07. The St. Lawrence County Industrial Development Agency, as lead agency, has determined pursuant to Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto by the Department of Environmental Conservation of the State (collectively, the “SEQR Act”) that the acquisition, construction and equipping of the Project Facility will not have a “significant effect” on the “environment”, as such quoted terms are defined in the SEQR Act and has issued a negative declaration with respect to the Project.
1.08. In the Resolutions, subject to the execution of this Agreement by the SLCIDA-LDC, the SLCIDA appointed the SLCIDA-LDC as its agent for the purposes of acquiring, constructing and equipping the Project Facility, entering into contracts and doing all things requisite and proper for completing the Project Facility.
Article 2. Undertakings on the Part of the SLCIDA. Based upon the statements, representations and undertakings of the SLCIDA-LDC and subject to the conditions set forth herein, the SLCIDA agrees as follows:
2.01. The SLCIDA will authorize and use its best efforts to carry out the Project.
2.02. The SLCIDA will adopt such proceedings and authorize the execution of such documents as may be necessary or advisable for (1) the acquisition, construction and equipping of the Project Facility, and
(2) the leasing or sale of the Project Facility to the SLCIDA-LDC.
2.03. The SLCIDA will enter into an agreement to lease or sell the Project Facility to the SLCIDA-LDC
(the “Financing Agreement”). The Financing Agreement shall contain all provisions required by law and such other provisions as shall be mutually satisfactory to the SLCIDA and the SLCIDA-LDC.
2.04. The SLCIDA-LDC may proceed with the acquisition, construction and equipping of the Project
Facility.
2.05. Subject to Section 4.02 hereof the SLCIDA-LDC is appointed the true and lawful agent of the
SLCIDA (1) to acquire, construct and equip the Project Facility, and (2) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings, and instructions, as the stated agent for the
SLCIDA, and in general to do all things which may be requisite or proper for completing the Project
Facility, all with the same powers and the same validity as if the SLCIDA were acting in its own behalf.
2.06. SLCIDA will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof.
Article 3. Undertakings on the Part of the SLCIDA-LDC. Based upon the statements, representations and undertakings of the SLCIDA herein and in the Resolutions and subject to the conditions set forth herein and in the Resolutions, the SLCIDA-LDC agrees as follows:

3.01. The SLCIDA-LDC hereby accepts the appointment made by the SLCIDA in the Resolutions to be the true and lawful agent of the SLCIDA to (1) acquire, construct and equip the Project Facility and
(2) make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent of the SLCIDA, and in general to do all things which may be requisite or proper for completing the Project Facility, all with the same powers and the same validity as the SLCIDA could do if acting on its own behalf.
3.02. The SLCIDA-LDC will, to the extent deemed by it to be necessary or desirable, enter into a contract or contracts for the acquisition, construction and equipping of the Project Facility (including any necessary contracts for the acquisition of real property necessary or useful in the Project Facility), and, on the terms and conditions set forth in the Financing Agreement, it will transfer to the SLCIDA, or cause to be transferred to the SLCIDA, title to the Project Facility.
3.03. Contemporaneously with the acquisition by the SLCIDA of an interest in the Project Facility, the
SLCIDA-LDC will enter into the Financing Agreement with the SLCIDA and an agreement with the
SLCIDA as to payments by the SLCIDA-LDC in lieu of real property taxes.
3.04. (a) The SLCIDA-LDC shall not permit to stand, and will, at its own expense, take all steps reasonably necessary to remove (or bond the same if acceptable to the SLCIDA and its counsel), any mechanics or other liens against the Project Facility for labor or materials furnished in connection with the acquisition, construction and equipping of the Project Facility. The SLCIDA-LDC shall forever defend, indemnify and hold the SLCIDA, its members, officers, employees and agents, and anyone for whose acts or omissions the SLCIDA or any of them may be liable, harmless from and against all 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
SLCIDA in defending any claims, suits or actions which may arise as a result of any of the foregoing), whether such claims or liabilities arise as a result of the SLCIDA-LDC acting as agent for the SLCIDA pursuant to this Agreement or otherwise.
(b) The SLCIDA-LDC shall forever defend, indemnify and hold harmless the SLCIDA, its members, officers, employees and agents, and anyone for whose acts or omissions and expenses howsoever arising for loss or damage to property or any injury to or death of any person (including, without limitation, death of or injury to any employee of the SLCIDA-LDC) that may occur subsequent to the date hereof by any cause whatsoever in relation to the Project Facility, including the failure to comply with the provisions of Section 3.04 hereof, or arising, directly or indirectly, out of the ownership, acquisition, construction, operation, maintenance, repair or financing of the Project Facility, and including, without limitation, any expenses incurred by the SLCIDA in defending any claims, suits or actions which may arise as a result of the foregoing.
(c) The defense and indemnities provided for in this Article 3 shall apply whether or not the claim, liability, cause of action or expense is caused or alleged to be caused, in whole or in part, by the activities, acts, fault or negligence of the SLCIDA, its members, officers, employees and agents, anyone under the direction and control of any of them, or anyone for whose acts or omissions the SLCIDA or any of them may be liable, and whether or not based upon the breach of a statutory duty or obligation or any theory or rule of comparative or apportioned liability, subject only to any specific prohibition relating to the scope of indemnities imposed by statutory law.

(d) The SLCIDA-LDC shall provide and carry worker’s compensation and disability insurance as required by law and comprehensive liability insurance with such coverages (including, without limitation, owner’s protective for the benefit of the SLCIDA and contractual coverage covering the indemnities herein provided for), with such limits and with such companies as may be approved by the SLCIDA. Upon the request of the SLCIDA, the SLCIDA-LDC shall provide certificates of insurance in form satisfactory to the SLCIDA evidencing such insurance.
3.05. The SLCIDA-LDC agrees that, as agent for the SLCIDA or otherwise, it will comply with all the requirements of all federal, state and local laws, rules and regulations of whatever kind and howsoever denominated applicable to the SLCIDA and/or the SLCIDA-LDC with respect to the Project Facility, the acquisition, construction and equipping thereof, the operation and maintenance of the Project
Facility and the financing thereof. Every provision required by law to be inserted herein shall be deemed to be set forth herein as if set forth in full; and upon the request of either party, this Agreement shall be amended to specifically set forth any such provision or provisions.
3.06. The SLCIDA-LDC will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof.
3.07. If it should be determined that any State or local sales or compensatory use taxes are payable with respect to the acquisition, purchase or rental of machinery or equipment, materials or supplies in connection with the Project Facility, or are in any manner otherwise payable directly or indirectly in connection with the Project Facility, the SLCIDA-LDC shall pay the same and defend and indemnify the SLCIDA from and against any liability, expenses and penalties arising out of, directly or indirectly, the imposition of any such taxes.
3.08. If the Financing Agreement is not executed within one year of the date of completion of the acquisition, construction and equipping of the Project Facility, the SLCIDA-LDC will pay to the appropriate taxing jurisdiction whatever amounts would have been due with respect to the Project
Facility if the SLCIDA-LDC had not been appointed agent of the SLCIDA pursuant to Section 2.05 hereof, including without limitation any sales taxes and any real property taxes and assessments (less any payments in lieu of taxes made by the Corporation).

Article 4. General Provisions.
4.01. This Agreement shall take effect on the date of the execution hereof by the SLCIDA and the SLCIDA-
LDC and, subject to Section 4.05 hereof, shall remain in effect until the Financing Agreement becomes effective. It is the intent of the SLCIDA and the SLCIDA-LDC that this Agreement be superseded in its entirety by the Financing Agreement.
4.02. It is understood and agreed by the SLCIDA and the SLCIDA-LDC that the execution of the Financing
Agreement and related documents are subject to (1) obtaining all necessary governmental approvals and compliance with SEQR Act, and (2) approval by the SLCIDA of any proposed occupants of the
Project Facility other than the SLCIDA-LDC.
4.03. The SLCIDA–LDC agrees that is will (1) reimburse the SLCIDA for all reasonable and necessary expenses, including without limitation the fees and expenses of counsel to the SLCIDA, and (2) indemnify the SLCIDA from all losses, claims, damages and liabilities, in each case which the SLCIDA may incur as a consequence of executing this Agreement or performing its obligations hereunder.
4.04. The SLCIDA-LDC at its option may cause a designee of the SLCIDA-LDC acceptable to the
SLCIDA to enter into the Financing Agreement and to perform its other duties hereunder.
4.05. This Agreement may be terminated, at the option of either party hereto, on or after one year from the date here of upon delivery of prior written notice thereof to the other party; provided, however, that such event the SLCIDA-LDC’s obligations under Sections 3.04, 3.07, 3.08 and 4.03 hereof shall survive any such termination.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of June 26, 2014.
For: ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT
AGENCY
By:
Brian W. Staples, Chairman
For: ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT
AGENCY LOCAL DEVELOPMENT CORPORATION
By:
Ernest LaBaff, Vice-Chairman