COUNTY OF MONROE INDUSTRIAL DEVELOPMENT AGENCY

AND

I-SQUARE, LLC

PAYMENT-IN-LIEU-OF-TAX AGREEMENT

Property located just south of the Intersection of Titus Avenue and Cooper Road in the
Town of Irondequoit, Monroe County, New York
Tax Mau ID Nos.
076.15-6-11
076.15-6-12
076.15-6-16
076.15-6-19
076.15-6-21

076.15-6-26
076.15-6-27
076.15-6-28
076.15-6-29
076.15-6-30

076.15-6-22

076.15-6-31

076.15-6-23
076.15-6-24
076.15-6-25

076.15-6-32
076.15-6-43.11

Dated as of June 1, 2013

Affected Tax Jurisdictions:

Monroe County
Town of Irondequoit
West Irondequoit School District

262571 19971244

PAYMENT-IN-LIEU-OF-TAX AGREEMENT
THIS PAYMENT-IN-LIEU-OF-TAX AGREEMENT, dated as of June 1, 2013 (the
"PILOT Agreement"), is by and between the COUNTY OF MONROE INDUSTRIAL
DEVELOPMENT AGENCY, a public benefit corporation of the State of New York, having its
offices at 8100 CityPlace, 50 West Main Street, Rochester, New York 14614 (the "Agency") and
I-SQUARE, LLC, a limited liability company formed and existing under the laws of the State of
New York, with offices at 85 Excel Drive, Rochester, New York 14621 (the "Company").
. WITNESSETH:
WHEREAS, the Agency was created by Chapter 55 of the Laws of 1972 of the State of
New York pursuant to Title I 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 of New York; and
WHEREAS, the Company has submitted an application (the "Application") to the
Agency requesting the Agency's assistance with respect to a certain project (the "Project")
consisting of. (A) the acquisition by lease, license or otherwise, and interest in various properties
located just south of the intersection of Titus Avenue and Cooper Road in the Town of
Irondequoit, County of Monroe, New York (the "Land"); (B) the demolition of the existing
improvements and the construction on the Land of a new road extension and a mixed-use "Town
Center" comprised of seven new buildings totalling over 92,000 square feet of space, consisting
of, but not limited to, an art gallery, outdoor amphitheatre stage with room for 400 spectators, a
community learning and business conference center, rooftop gardens, retail space, restaurants,
office and residential space (collectively, the "Improvements"), and (C) the acquisition and
installation therein, thereon or thereabout of various machinery, equipment and related personal
property (the "Equipment" and, together with the Land and the Improvements, the "Facility");
and
WHEREAS, as contemplated by the Application, effective June 1, 2013, the Agency and
the Company entered into a lease agreement whereby the Company leased the Facility to the
Agency (the "Lease Agreement") and a related leaseback agreement whereby the Agency leased
the Facility back to the Company (the "Leaseback Agreement"); all in contemplation of entering
into a PILOT Agreement to assist with the Project; and
WHEREAS, the Town of Irondequoit and the West Irondequoit Central School District
have confirmed their support for the Project and the PILOT as evidenced by their respective
approving resolutions annexed hereto as Exhibit A; and
WHEREAS, pursuant to Section 874(1) of the Act, the Agency is exempt from the
payment of taxes and assessments imposed upon real property and improvements owned (by
lease, license or otherwise) by it, other than special ad valorem levies, special assessments and
service charges against real property which are now or may be imposed for special
improvements or special district improvements; and

WHEREAS, the Agency and the Company deem it necessary and proper to enter into an
agreement making provisions for payments in lieu of taxes by the Company to the County of
Monroe, the Town of Irondequoit and the West Irondequoit School District (collectively, the
"Taxing Jurisdictions").
NOW, THEREFORE, in consideration of the Agency providing the Facility and in
consideration of the covenants herein contained, it is mutually agreed as follows:
Section 1.
(a) Tax Abatement Policy. As long as the Facility is leased by the
Agency and leased back to the Company, the Company shall pay to the Affected Tax
Jurisdictions the Base Amounts described in Schedule 1 attached hereto in lieu of ad valorem
real property taxes.
Unless directed otherwise by the Town and County, amounts due the Town of
Irondequoit and County of Monroe shall be billed by the Town and shall be payable on or prior
to the date that taxes would be payable with respect to the Facility if the Facility were on the
non-exempt side of the tax rolls; and
(b)
The Company shall report its compliance with these provisions as
requested by the Agency; and
(c)
The payments required hereunder for any non-compliance shall be paid by
the Company to any and all affected taxing jurisdictions whether or not billed. However, if the
Company has made a good faith effort to achieve the job creation standard or any Milestone, it
may apply in writing for relief from the obligation for repayment of taxes abated, based on a
showing of unforeseen economic circumstances, fiscal hardship, or other good cause.
Application for relief from the repayment obligation shall be made to the Agency, which shall
examine the application and make a determination as it deems appropriate, in its sole discretion,
regarding the requested relief; and
(d)
The tax benefits provided for herein shall be deemed to commence as of
July 1, 2014 (the "Commencement Date"). In no event shall the Company be entitled to receive
tax benefits relative to the Facility for more than twenty-five (25) consecutive years. The
Company agrees that it will not seek any tax exemption for the Facility which would provide
benefits for more than twenty-five (25) consecutive years.
Section 2. Special district charges, special assessments, and special ad valorem levies
(specifically including but not limited to fire district charges), pure water charges and sewer
charges are to be paid in full in accordance with normal Town or County billing practices, as the
case may be.
Section 3.
The Company hereby waives the right to challenge the assessed value of
the Facility during the term hereof.
Section 4.
To the extent the Facility is declared to be subject to taxation or
assessment by an amendment to the Act, other legislative change, or by final judgment of a Court

of competent jurisdiction, the obligations of the Company hereunder shall, to such extent, be null
and void.
Section 5. In the event that the Facility is transferred from the Agency to the
Company, and the Company is ineligible for a continued tax exemption under some other tax
incentive program, or the exemption is less than that described in Section 1(a) herein, the
Company agrees to pay, no later than the next tax lien date (plus any applicable grace period) to
each of the Taxing Jurisdictions, an amount equal to the taxes and assessments which would
have been levied on the Facility if the Facility had been classified as fully taxable as of the date
of transfer or loss of eligibility of all or a portion of the exemption described herein.
Notwithstanding anything contained herein to the contrary, in the event that title to the Facility,
or any portion thereof, is transferred from the Agency to the Company or any person or entity not
otherwise entitled to an exemption from taxation (collectively with the Company, the
"Transferee") such that the Facility, or portion thereof, is subject to immediate assessment and
taxation and is taxed pro rata for the unexpired portion of any fiscal year during which said
transfer of title to the Transferee occurred pursuant to the provisions of Section 520 of the New
York Real Property Tax Law, any amounts payable or made, as the case may be, pursuant to this
PILOT Agreement by the Company to the respective Taxing Jurisdictions shall be reduced or
refunded, as the case may be, in accordance with 10 Op. Off. Real Property Services 87 (1999),
by the amount of taxes required to be paid pursuant to such Section 520 with respect to the fiscal
year during which said transfer of title to the Transferee occurred. The provisions of the
immediately preceding sentence shall survive the termination or expiration of the Lease
Agreement and Leaseback Agreement.
Section 6. Milestones Provisions. The Company covenants to achieve the following
levels of development with respect to the Project ("Milestones"), which levels of development
shall be measured by totaling those sums paid or incurred in furtherance of the Project, including
without limitation, cost of land acquisition, marketing fees, legal costs, hard costs and "soft
costs", from one or more sources (hereinafter collectively referred to as "Investments") and
wherein indicated below, constructed in connection with Phases I, II and III of the Project:
(a)
On or before December 31, 2014 (such date, the "First Milestone Date"),
the Company will furnish the Agency with evidence which is reasonably acceptable to the
Agency that there has been an Investment of at least Two Million Four Hundred Thousand
Dollars ($2,400,000) in the Project (the "First Milestone"); Phase I refers to the construction of
building 1 and the extension of Cooper Road to be named Bakers Park;
(b)
On or before December 31, 2017 (such date, the "Second Milestone
Date"), the Company will furnish the Agency with evidence which is reasonably acceptable to
the Agency that there has been an aggregate Investment of at least Five Million Five Hundred
Thousand Dollars ($5,500,000) in the Project (including the Investment amount set forth in
Section 6(a) above) (the "Second Milestone"). However, the construction of the second building
must be completed by December 31, 2015 and the construction of the third and fourth buildings
must be completed by December 31, 2017 (collectively, the construction of the second, third and
fourth buildings are known as "Phase II"); and
(c)
On or before December 31, 2020 (such date, the "Third Milestone Date"),
the Company will furnish the Agency with evidence which is reasonably acceptable to the

Agency that there has been an aggregate Investment of at least Nine Million Dollars
($9,000,000) in the Project (including the Investment amounts set forth in subsections (a) and (b)
of this Section) (the "Third Milestone"). However, the construction of the fifth building must be
completed by December 31, 2018 and the construction of buildings 6, 7 and 8 must be completed
by December 31, 2020 (collectively, the construction of buildings 6, 7 and 8 are known as
"Phase III"); provided, however, for contemplated buildings 6, 7 and 8, in the event of significant
vacancy in any one of these buildings, the Company may apply, pursuant to Section 1(c) above,
for relief from the obligation to construct subsequent buildings until such time as the vacancy
level is abated. For purposes of this waiver application, a vacancy rate of greater than twentyfive percent (25%) shall be deemed "significant."
Section 7.

Job Creation: Local Labor.

(a) The Company hereby agrees to retain 25 jobs (of which 12 are to be fulltime jobs) (collectively, "Baseline Jobs"), and the Company, through the Project, will achieve
and maintain the following levels of jobs creation above the Baseline Jobs:
(i)
As of the first (1S) anniversary of the Commencement Date: 5
jobs, of which 2 are full-time jobs (for a total of 14 full-time and 16 part-time jobs);
(ii)
As of the second (2d) anniversary of the Commencement Date: 6
jobs, of which 3 are full-time jobs (for a total of 17 full-time and 19 part-time jobs); and
(iii) As of the third (3`d) anniversary of the Commencement Date: 5
jobs, of which 2 are full-time jobs (for a total of 19 full-time and 22 part-time jobs).
(b) The Company covenants and agrees that, at all times while this PILOT
Agreement remains in effect, it will comply with the Agency's provisions with respect to the
utilization of "local labor" (as such term is defined in the Agency's Application for Assistance,
including, without limitation, the appendices thereto) in connection with the construction,
expansion and/or renovation of the Project or any portion thereof.
Section 8.
Evidence of Milestone Satisfaction. Upon the. Company providing the
Agency with evidence of the satisfaction of one or more of the Milestones, in such form and
containing such detail and back-up documentation and information as the Agency shall
reasonably require, in each instance the Agency agrees to provide prompt written notification to
the Affected Tax Jurisdictions and the Company of the satisfaction of the Milestone(s). In the
event such notification is not provided within thirty (30) business days (which, for purposes of
this PILOT Agreement, is defined as being all days other than Saturdays, Sundays and public
holidays in the State of New York) of the delivery of such evidence (unless the Company and the
Affected Tax Jurisdictions are provided written notice within such time period that any such
evidence is not reasonably acceptable to the Agency) any evidence so provided shall be deemed
acceptable. If the Agency gives timely notice that such evidence is not reasonably acceptable,
the Company shall, within fifteen (15) business days following the date such notice is given,
furnish to the Agency such additional evidence as the Agency may reasonably require,
whereupon the Agency agrees to provide prompt written notification to the Company and the
Affected Tax Jurisdictions of the satisfaction of the Milestone(s). If such notification is not
provided within thirty (30) business days of the delivery of such evidence (unless the Company

and the Affected Tax Jurisdictions are provided written notice within such time period that such
evidence is again not reasonably acceptable to the Agency) the evidence so provided shall be
deemed acceptable.
Section 9. Except as provided herein to the contrary, the Company shall have all of
the rights and remedies of a taxpayer with respect to any tax, service charge, special benefit, ad
valorem levy, assessment, or special assessment or service charge in lieu of which the Company
is obligated to make a payment pursuant to this PILOT Agreement.
Section 10. If the Company enters into any written agreement with any Taxing
Jurisdiction providing for payments in lieu of taxes by the Company to any or all of them, so
much of this PILOT Agreement as relates to the Taxing Jurisdiction with which the Company
has entered into said written agreement shall be automatically modified to reflect the terms of
any such written agreement, and any such written agreement shall be deemed to be incorporated
herein by reference and made a part hereof as an amendment or modification hereof. Should the
Company receive any exemption from any of the Taxing Jurisdictions, this PILOT Agreement
shall automatically be modified to reflect the extent of such exemption.
Section 11.
Remedies on Default. Whenever any Event of Default hereunder shall
have occurred and be continuing, the Agency may take, to the extent permitted by law, any one
or more of the following remedial steps:
(a)
Declare, by written notice to the Company, to be immediately due and
payable, whereupon the same shall become immediately due and payable, all unpaid PILOT
Payments due under this PILOT Agreement;
(b)
Take any other action as it shall deem necessary to cure any such Event of
Default, provided that the taking of any such action shall not be deemed to constitute a waiver of
such Event of Default;
(c)
Take any other action at law or in equity which may appear necessary or
desirable to collect the payments then due or thereafter to become due hereunder, and to enforce
the obligations, agreements or covenants of the Company under this PILOT Agreement; and/or
(d)

Terminate this PILOT Agreement.

Section 12. If payments are not made as provided for herein, the Agency shall be
entitled to pursue any and all remedies afforded them at law or in equity.
Section 13. Notwithstanding anything contained herein to the contrary, upon the
occurrence of (i) the sale or closure of the entire Facility, (ii) a significant unapproved change in
use of the Facility, (iii) a failure to maintain the employment levels set forth in Section 7(a)
hereof at the Facility; (iv) a failure to meet any of the Milestones set forth in Section 6 hereof, or
(v) a significant Event of Default hereunder, under the Lease Agreement or under the Leaseback
Agreement,. the Agency shall have the right to recapture real property tax abatements provided
hereunder pursuant to the following schedule:

Year of Recapture

Percent of Recapture, Applicable

to Current and All Prior Years

1
2
3
4
5

100%
100%
100%
100%
100%

50%

7
8
9
10
11
12
13
14

50%
50%
25%
25%
25%
25%
20%
20%

15

20%

16

20%

17
18

15%
15%

19
20
21
22
23
24

15%
15%
10%
10%
10%
10%

25

10%

Any such recapture is at the sole and exclusive discretion of the Agency. The Agency
shall notify the Company in writing within ninety (90) days of such Event of Default of its intent
to recapture the PILOT benefits (or any portion thereof); provided, however, that such period
shall not commence to run until the Agency has been properly notified or ascertains any such
Event of Default. For purposes of this Section only, a "significant reduction" shall mean more
than twenty percent (20%) of the employment as stated in the application. Any and all
recaptured payments received pursuant to this provision shall be remitted to the Taxing
Jurisdictions on a pro rata basis within sixty (60) days of receipt of payment.
Section 14. No portion of any interest in this PILOT Agreement may be assigned by
the Company, nor shall any person other than the Company be entitled to succeed to or otherwise
obtain any benefits of the Company hereunder without the prior written consent of the Agency,
which shall not be unreasonably withheld.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this PILOT Agreement as
of the day and year first above written.
COUNTY OF MONROE INDUSTRIAL
DEVELOPMENT AGENCY

By:

Name:-Judy A. %il
Title: Executive Director

I-SQUARE, LLC

By:
Name: Michael Nolan
Title: Sole Member

APPROVED AS TO FORM:
TOWN OF IRONDEQUOIT, NEW YORK

SCHEDULE 1

PILOT
Year

Coun ty
and Town
Tax Year

School District
Tax Year

Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
Year 11
Year 12
Year 13
Year 14
Year 15****
Year 16
Year 17
Year 18
Year 19
Year 20******
Year 21
Year 22
Year 23
Year 24
Year 25

2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039

2014-2015
2015-2016
2016-2017
2017-2018
2018-2019
2019-2020
2020-2021
2021-2022
2022-2023
2023-2024
2024-2025
2025-2026
2026-2027
2027-2028
2028-2029
2029-2030
2030-2031
2031-2032
2032-2033
2033-2034
2034-2035
2035-2036
2036-2037
2037-2038
2038-2039

Amount due
to County *

Amount due
to Town**

Amount due
to School
District***

$17,367.35
$17,801.53
$17,890.54
$17,979.99
$18,069.89
$18,160.24
$18,251.04
$18,342.30
$18,434.01
$18,526.18
$18,618.81
$18,711.91
$18,805.47
$18,899.49
$18,993.99
$19,088.96
$19,184.41
$19,280.33
$19,376.73
$19,473.61
$19,570.98
$19,668.84
$19,767.1.8
$19,866.02
$19,965.35

$13,668.82
$14,010.54
$14,360.80
$14,719.82
$15,087.82
$15,465.02
$15,851.64
$16,247.93
$16,654.13
$17,070.48
$17,497.25.
$17,934.68
$18,383.04
$18,842.62
$19,313.68
$19,796.53
$20,291.44
$20,798.73
$21,318.69
$21,851.66
$22,397.95
$22,957.90
$23,531.85
$24,120.15
$24,723.15

$55,764.97
$57,159.09
$58,588.07
$60,052.77
$61,554.09
$63,092.95
$64,670.27
$66,287.03
$67,944.20
$69,642.81
$71,383.88
$73,166.47
$74,997.68
$76,872.63
$78,794.44
$80,764.30
$82,783.41
$84,853.00
$86,974.32
$89,148.68
$91,377.40
$93,661.83
$96,003.38
$98,403.46
$100,863.55

*Base Amount plus 2.5% in Year 1; thereafter escalation factor of .5% per year.
** Base Amount plus escalation.factor of 2.5% per year.
*** Base Amount plus escalation factor of 2.5% per year.
****If the Project does not exceed $16,000,000 in tax assessment at Year 15, as established by the Town Assessor, then
this PILOT shall be extended for a period of 5 years under the current formula; if the tax assessment at Year 15 exceeds
$16,000,000, then the escalator shall be increased for Year 16 only by the percentage increase of the tax assessment
above the Year 15 threshold (i.e., if the tax assessment in Year 15 is $17,600,000 -10% -- then the escalator for Year 16
shall be 10% plus the 2.5% base tax escalator). In years 17-20, the 2.5% tax escalator shall apply.
*****If the Project does not exceed $17,000,000 in tax assessment at Year 20, as established by the Town Assessor, then
this PILOT shall be extended for a period of 5 years under the current formula (base plus 2.5% annual escalator); if the
tax assessment at Year 20 exceeds $17,000,000, then the escalator shall be increased for Year 21 only by the percentage
increase of the tax assessment above the Year 20 threshold (i.e., if the tax assessment in Year 20 is $18,700,000 -10% -then the escalator for Year 21 shall be 10% plus the 2.5% base tax escalator). In Years 21-25, the 2.5% tax escalator
shall apply.

Schedule 1

EXHIBIT A
Approving Resolutions of the Town and School District
[See Attached]

RESOLUTION NO. 2013-019

EXTRACT OF MINUTES OF REGULAR MEETING OF TOWN BOARD ADOPTING A
RESOLUTION SUPPORTING A CUSTOM PAYMENT IN LIEU OF TAXES ('PILOT")
AGREEMENT BETWEEN I-SQUARE, LLC AND THE COUNTY OF MONROE
INDUSTRIAL DEVELOPMENT AGENCY

At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County New York
held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 19th day of
February 2013 at 7:00 p.m. local time, there were
PRESENT:
Mary Joyce D'Aurizio
Deborah Essley
Paul Marasco
John Perticone
Irena Skrobach
Town Board Member

Perticone

Town Supervisor
Town Board Member
Town Board Member
Town Board Member
Town Board Member
offered the following Resolution and moved its adoption:

WHEREAS, I-Square, LLC (hereinafter "I-Square") and its principals, Michael and Wendy
Nolan, have acquired property and developed plans in furtherance of the proposed I-Square
Development, to be located on the south side of Titus Avenue, west and north of Stranahan Park
in the Town of Irondequoit; and
WHEREAS, Mr. and Mrs. Nolan have submitted a request to the Town Board for its support of
a custom Payment in Lieu of Taxes ("PILOT") Agreement for such development; and
WHEREAS, the Town Board has carefully reviewed the information provided by Mr. and Mrs.
Nolan and considered the financial impact of the request upon the Town and its taxpayers.
NOW, THEREFORE, BE IT RESOLVED, as follows:
1.
Subject to the terms set forth herein, the Town Board of the Town of Ironde -quoit
supports the application of I-Square for a custom PILOT Agreement between I-Square and
COMIDA for the following tax parcels: 076.15-6-11, 076.15-6-12; 076.15-6-16; 076.15-6-19;
076.15-6-21; 076.15-6-22; 076.15-23; 076.15-6-24; 076.15-6-25; 076.15-6-26; 076.15-6-27;
076.15-6-28; 076.15-6-29; 076.15-6-30; 076.15-6-31; 076.15-6-32; and 076.15-6-43.11 (with the
understanding that these tax parcel numbers may be altered by subsequent re-subdivisions within
the I-Square Development).

2.
The Town Board hereby approves that the I-Square Development be granted a
custom PILOT Agreement that will include, among other things, annual PILOT payments based

1
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on the schedule developed by the Town Assessor, and such additional terms as set forth below.
If the PILOT Agreement approved by COMIDA materially differs with regard to these terms,
then the Town Board shall have the opportunity to vote to approve or disapprove such material
changes to the terms set forth below:
A.

Basis for PILOT Payments. The Year 1 PILOT Payment will be based upon the
applicable tax rate applied to the 2011 Pre-Demolition Property Assessment of
$2,098,100.

B.

Annual Increase in PILOT Payment. The amount of the PILOT Payment shall
increase by 2.5% each year of the PILOT Agreement.

C.

Not-for-Profit Status. No parcel subject to the PILOT Agreement shall be

designated as "not-for-profit" nor shall it be transferred to any not-for-profit
entity, and the PILOT Agreement shall include consequences in the event that
ownership of any building is transferred to a not-for-profit entity during the term
of the PILOT Agreement.
Change in Ownership. The current owners of I-Square, LLC shall not transfer
their ownership interest in I-Square, LLC or any parcel subject to the PILOT
Agreement, and the PILOT Agreement shall include consequences in the event
that the current owners transfer any ownership interest in I-Square, LLC or any
parcel subject to the PILOT Agreement.

E.

Benchmarks. The PILOT Agreement shall set forth specific agreed upon
benchmarks for completion of the development, including but not limited to
specific deadlines for completion of Baker Park, each proposed building, and job
creation. Moreover, the PILOT Agreement shall include penalties if the specific
benchmarks are not met.

F.

Term and Extensions. The initial term of the PILOT Agreement shall be 15 years,
with 2 extensions of 5 years each ("15 +5 +5") based upon benchmarks for review
as set forth below:
i.) If the project does not exceed $16,000,000 in tax assessment at Year 15, as
established by the Town Assessor, then the PILOT Agreement shall be
extended for a period of 5 years under the current formula (base plus 2.5%
annual escalator). If the tax assessment at Year 15 exceeds $16,000,000, then
the escalator shall be increased for Year 16 only by the percentage increase of
the tax assessment above the Year 15 threshold (for example, if the tax
assessment in Year 15 is $17,600,000 - 10% - then the escalator for Year 16
shall be 10% + the 2.5% base tax escalator). In Years 17 to 20, the 2.5% tax
escalator shall apply. I-Square shall be entitled to challenge the tax
assessment utilizing the State structured tax grievance procedure, or by such
other method agreed upon by I-Square and the Town.

2
18243185

ii.) If the project does not exceed $17,000,000 in tax assessment at Year 20, as
established by the Town Assessor, then the PILOT Agreement shall be
extended for a period of 5 years under the current formula (base plus 2.5%
annual escalator). If the tax assessment at Year 20 exceeds $17,000,000, then
the escalator shall be increased for Year 21 only by the percentage increase of
the tax assessment above the Year 20 threshold (for example, if the tax
assessment in Year 20 is $18,700,000 -10% - then the escalator for Year 21
shall be 10% + the 2.5% base tax escalator). In Years 21 to 25, the 2.5% tax
escalator shall apply. I-Square shall be entitled to challenge the tax
assessment utilizing the State structured tax grievance procedure, or by such
other method agreed upon by I-Square and the Town.
3.
The Town Board hereby authorizes the Town Supervisor to provide a copy of this
resolution to COMIDA in support of I-Square's application for a custom PILOT Agreement.
4.
This Resolution supersedes and replaces Resolution No. 2012-163 previously
adopted by the Town Board on September 26, 2012.
This resolution shall take effect immediately upon its adoption.
Seconded by Town Board. member _Skrobach_ and duly put to a vote, which resulted as
follows:
Town Supervisor
Town Board Member
Town Board Member
Town Board Member
Town Board Member

D'Aurizio
Essley
Marasco
Perticone
Skrobach

3
18243185

voting
voting
voting
voting
voting

Aye_
Aye_
Aye_
Aye_
Aye_

Subject to Board of Education Approval

MINUTES of the Special Meeting of the Board of Education of the West Irondequoit Central School
District, Town of Irondequoit, Monroe County, New York held Monday, February 11, 2013, in the
District Office, 321 List Avenue, Rochester, NY
BOARD MEMBERS PRESENT:

M. Burns, S. Crowder, A. Cunningham, C. Perreaud,

R. Schultz, M. Seeley, J.Vay

ALSO PRESENT:

J. Brennan, J. Crane, P. Kelly, T. Lipke, L. McGinley,

T. Terranova
Visitors: As per Sign In sheet

CALL TO ORDER
President Perreaud called the meeting to order at 9:18 p.m.
OLD BUSINESS
1. Complete I-Square Action
Upon motion by Mrs. Burns with a second by Mr. Vay the following resolution was offered:
BE IT RESOLVED, that the West Irondequoit Board of Education ratifies and confirms its action
taken on August 23, 2012, as amended by the changes to the terms and conditions thereof agreed to
by the parties involved with the I-Square Project on February 8, 2013 and attached hereto, authorize
the Superintendent of Schools (Jeffrey B. Crane) and the Board of Education President (Charles G.
Perreaud) and their advisors to enter into negotiations related to the execution and delivery of a
PILOT Agreement for the I-Square Project that will include, among other things, the terms and
conditions as set forth in the attachment hereto, and, except as set forth herein, all such action, and
the approvals granted thereunder, shall remain in full force and effect.
General Terms and Conditions of I-Square PILOT Agreement
Tax Parcels covered by I-Square PILOT Agreement (with the understanding that these tax parcel
numbers may be altered by subsequent re-subdivisions within the I-Square Development):
076.15-6-11

076.15-6-12

076.15-6-16

076.15-6-19

076.15-6-21

076.15-6-22

076.15-23

076.15-6-24

076.15-6-25

076.15-6-26.

076.15-6-27

076.15-6-28

076.15-6-29

076.15-6-30

076.15-6-31

076.15-6-32

076.15-6-43.11

Board of Education Special Meeting February 11, 2013

Page 1 of 3

Basis for PILOT Payments. The payment for the first year of the PILOT Agreement will be
calculated by taking the product of upon the applicable tax rate applied to assessment of
$2,098,100.
Escalator. The amounts paid pursuant to the PILOT Agreement shall increase by 2.5% each year
of the initial 15-year term and, as set forth in more detail below, adjusted for each of the
remaining 5-year terms.
Not-for-Profit Status/Change in Control. No parcel subject to the PILOT Agreement shall be
transferred, in part or in whole, to any not-for-profit corporation (or other entity other than
County of Monroe Industrial Development Agency (COMIDA), which would cause the parcels
to be converted to non-profit status) and the current owners of I-Square, LLC shall not transfer
their ownership interests in I-Square, LLC or any parcel subject to the PILOT Agreement. In
each case, the PILOT Agreement shall include consequences as agreed to by COMIDA in the
event that any of these conditions are breached.
Clawbacks. The PILOT Agreement shall, at the sole discretion of COMIDA, set forth
benchmarks for completion of the Project, including but not limited to specific deadlines for
completion of Baker Park, each proposed building to be included in the Project, and targets for
job creation. In the event such benchmarks are not met, the PILOT Agreement shall grant to
COMIDA the authority to recover some of the financial assistance previously provided in
connection with the Project.

Initial Term and Extensions. The initial term of the PILOT Agreement shall be 15 years, with 2
extensions of 5 years each ("15 +5 +5") based upon benchmarks for review as set forth below:
o If the project does not exceed $16,000,000 in tax assessment at Year 15, as established by the
Town Assessor, then the PILOT Agreement shall be extended for a period of 5 years under
the current formula (base plus 2. 5% annual escalator). If the tax assessment at Year 15
exceeds $16,000,000, then the escalator shall be increased for Year 16 only by the percentage
increase of the tax assessment above the Year 15 threshold (for example, if the tax"
assessment in Year 15 is $17,600,000 - 10% - then the escalator for Year 16 shall be 10%
+ the 2.5% base tax escalator). In Years 17 to 20, the 2.5% tax escalator shall apply. I-Square
shall be entitled to challenge the tax assessment utilizing the State structured tax grievance
procedure, or by such other method agreed upon by I-Square and the Town.
o If the project does not exceed $17,000,000 in tax assessment at Year 20, as established by the
Town Assessor, then the PILOT Agreement shall be extended for a period of 5 years under
the current formula (base plus 2.5% annual escalator). If the tax assessment at Year 20
exceeds $17,000,000, then the escalator shall be increased for Year 21 only by the percentage
increase of the tax assessment above the Year 20 threshold (for example, if the tax
assessment in Year 20 is $18,700,000 - 10% -- then the escalator for Year 21 shall be 10%
+ the 2.5% base tax escalator). In Years 21 to 25, the 2.5% tax escalator shall apply. I-Square
shall be entitled to challenge the tax assessment utilizing the State structured tax grievance
procedure, or by such other method agreed upon by I-Square and the Town.
Motion Carried: 7-0-0

Board of Education Special Meeting of February 11, 2013

Page 2 of 3

ADJOURNMENT
There being no further business, the meeting was unanimously adjourned at 9:24 p.m. following a
motion by Mr. Vay with a second by Mrs. Burns.
Respectfully submitted,

Patricia Kelly
School District Clerk
(Copies of all above-mentioned actions are filed with the supplemental file of the minutes of the
meeting.)

Board of Education Special Meeting of February 11, 2013

Page 3 of 3

NYS BOARD OF REAL PROPERTY SERVICES

RP-412-a (1/95)

INDUSTRIAL DEVELOPMENT AGENCIES

APPLICATION FOR REAL PROPERTY TAX EXEMPTION
(Real Property Tax Law, Section 412-a and General Municipal Law, Section 874)
1. INDUSTRIAL DEVELOPMENT AGENCY tIDA) 2. OCCUPANT (IF OTHER THAN WA)
(If more than one occupant attach separate listing)
Name County of Monroe Industrial Develop. Agency

Name I-Square, LLC

Street 8100 CityPlace, 50 West Main Street

Street 85 Excel Drive

City Rochester, New York 14614

City Rochester, New York 14621

Telephone no. Day (58^ 419-8656

Telephone no. Day

Evening (
Contact Michael J. Townsend
Title Agency Counsel

(58^ 943-1941

Evening
Contact Michael Nolan
Title Member

3. DESCRIPTION OF PARCEL
a. Assessment roll description (tax map no .,/roll year)
See Attached Schedule
b. Street address
See Attached Schedule

c. City, Town or Village Irondequoit (Town)

d. School District West Irondequoit CSD

e. County Monroe
f. Current assessment
g. Deed to IDA (date recorded; liber and page)
Lease Agreement, a memorandum of which was
recorded on or about June 11, 2013.

4. GENERAL DESCRIPTION OF PROPERTY

(if necessary, attach plans or specifications)
a. Brief description (include property use) construct a mixed -use "Town Center" comprised of seven (7)
buildings totaling over 92,000 square feet of space.
b. Type of construction
c. Square footage approx. 92,000
d. Total cost approx. $9,000,000
e. Date construction commenced Spring, 2013

f. Projected expiration of exemption (i.e.

date when property is no longer
possessed, controlled, supervised or
under the jurisdiction of IDA)
see attached PILOT Agreement

5. SUMMARIZE AGREEMENT (IF ANY) AND METHOD TO BE USED FOR PAYMENTS TO BE

MADE TO MUNICIPALITY REGARDLESS OF STATUTORY EXEMPTION
(Attach copy of the agreement or extract of the terms relating to the project).
a. Formula for payment see attached PILOT Agreement

b. Projected expiration date of agreement see attached PILOT Agreement

RP-412-a (1/95)

d Person or entity responsible for payment

c. Municipal corporations to which payments will

be made
Yes No
County Monroe
A

Town/City

Irondequoit (Town)

Village NIA
School District W. Irondeauoit SD

Name Michael Nolan

Title

Member

Address 85 Excel Drive

Rochester, New York 14621

e. Is the IDA the owner of the property? YesWcircle one)

Telephone (585) 943-1941
If "No" identify owner and explain IDA rights or interest
in an attached statement. The IDA has a leasehold interest in the property.
6. Is the property receiving or has the property ever received any other exemption from real property taxation?
(check one)
Yes Y No
If yes, list the statutory exemption reference and assessment roll year on which granted:
exemption Section 874 of NYS GMI.
assessment roll year
I
/ (date)
7. A copy of this application, including all attachments, has been mailed or delivered on
to the chief executive official of each municipality within which the project is located as indi ated in Item 3.
CERTIFICATION
Agency Counsel

I, Michael J. Townsend

of

Title

Name

County of Monroe Industrial Development Agency

hereby certify that the information
Organization
on this application and accompanying papers constitutes a true statement of facts.

A"

Signature

ate
FOR USE BY ASSESSOR
1. Date application filed
2. Applicable taxable status date
3a. Agreement (or extract) date
3b. Projected exemption expiration (year)
4. Assessed valuation of parcel in first year of exemption $

5. Special assessments and special as valorem levies for which the parcel is liable:

Date

Assessor's signature

SCHEDULE TO RP-412-a

Addresses
3 Union Park

Tax May ID #s
076.15-6-22

Union Park

076.15-6-23

11 Union Park
4 Union Park
12 Union Park
20 Union Park
28 Union Park

076.15-6-21
076.15-6-24
.076.15-6-25
076.15-6-26
076.15-6-27

663 Titus Avenue

Titus Avenue
651 Titus Avenue _
667 Titus Avenue
679 Titus Avenue
687 Titus Avenue
691 Titus Avenue

262571 2041939v1

076.15-6-11
076.15-6-12
076.15-6-16
076.15-6-19
076.15-6-28
076.15-6-29
076.15-6-30

2 Stranahan Park

076.15-6-43.11

5 Stranahan Park
11 Stranahan Park

076.15-6-32
076.15-6-31