NEW YORK STATE PUBLIC AUTHORITIES CONTROL BOARD

R E S O L U T I O N No. 18-UD-1641

APPROVING AN INDIVIDUAL PROJECT OF THE URBAN DEVELOPMENT

CORPORATION (SUNY Polytechnic Strategic Projects Program)

WHEREAS, the New York State Public Authorities Control Board

("PACB"), created pursuant to Chapter 38, Laws of 1976, as amended,

has been empowered by section 51 of the Public Authorities Law to

receive applications from designated public benefit corporations,

including the Urban Development Corporation ("UDC"), for approval

of the acquisition, construction or financing of any project by

any such public benefit corporation; and

WHEREAS, the project described below was authorized in the

2017-2018 New York State Budget (the "Enabling Legislation"); and

WHEREAS, pursuant to the Enabling Legislation, UDC has made

applications to PACB to participate in the individual project

listed below; and

WHEREAS, the Enabling Legislation provides inter alia, that

UDC may fund the project hereinafter detailed; and

WHEREAS, in accordance with the terms of the Enabling

Legislation, UDC has for the project set forth below, made the

requisite determinations; and

WHEREAS, the Fort Schuyler Management Corporation (“FSMC”)

has undertaken a Project to construct and equip a facility (the

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“Facility”) to permit a high tech manufacturing company to locate

at the Project location, and construction of the Facility is nearly

complete; and

WHEREAS, the additional grant proposed by UDC to NexGen Power

Systems, Inc. (“Grantee”) will enable the Project to be completed

in accordance with the Project’s original intent of attracting a

high-tech manufacturing tenant to the Project location, and

WHEREAS, the UDC Directors at their meeting held on December

21, 2017 made findings in accordance with the provisions of the

UDC Act, the Enabling Legislation and the State Environmental

Quality Review Act (the “Findings”); and

WHEREAS, the UDC Directors at their meeting held on February

15, 2018 affirmed the Findings; and

WHEREAS, in accordance with the approval of the UDC Board of

Directors, UDC intends to enter into a grant disbursement agreement

with the Grantee, which shall include job creation, recapture,

investment and security interest provisions as further detailed on

the project identification sheet attached hereto; and

WHEREAS, no funds shall be disbursed from the grant until a

grant disbursement agreement is finalized between UDC and the

Grantee and a lease agreement is finalized between FSMC and the

Grantee; and

WHEREAS, the application has been submitted to the

Comptroller, and he has had the opportunity to comment.

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NOW THEREFORE BE IT RESOLVED, that PACB approves UDC's

$15,000,000 grant for the project described in accordance with

section 51 of the Public Authorities Law:

(Continued on next page)

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PROJECT IDENTIFICATION

Interest
Name and Proposed Improvements Amount Rate/Ter Special
Location m of Conditions
Loan/
Security
Town of Dewitt The project consists ESD Capital Grant $20,000,000* N/A **
(Onondaga of the purchase, ESD Capital Grant 70,000,000*
County) – delivery, installation ESD Capital Grant 15,000,000**
Central New and qualification of
York Hub for specialized
Emerging Nano manufacturing Total $105,000,000
Industries equipment at SUNY
Capital – SUNY Poly’s Central New
Polytechnic York Hub for Emerging
Strategic Nano Industries.
Projects
Program
(Capital
Grant)

* Approved by PACB on March 16, 2016

** Job Creation, Recapture, Investment and Security Interest Provisions:

Job Creation and Recapture: Below is a schedule of job creation commitments and recapture penalties for
failure to meet those commitments. Grantee will be required to report its employment to ESD by February 1 of
each year. If the reported full-time permanent employee count in any given year of the schedule is less than
eighty-five percent of the employment commitment, then Grantee will be obligated to pay to ESD the recapture
amount listed below.
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Employment Recapture
Year Commitment Amount
2018 10 $2,500,000
2019 30 $2,500,000
2020 58 $2,000,000
2021 69 $2,000,000
2022 122 $2,000,000
2023 231 $2,000,000
2024 290 $2,000,000

Commencing in the third year of the schedule, in any year that the Grantee fails to meet its employment
commitments, Grantee will be given a two-year “grace period” to meet the commitment during which ESD won’t
collect the recapture amount. If at the end of the two-year “grace period”, Grantee has still not met the
relevant job commitment then ESD will collect the recapture amount plus interest.

Investment: The total estimated investment for the project is $63.5 million -- $15 million funded by an ESD
grant and $48.5 million from the Grantee for capital investments in machinery and equipment at the FSMC
facility over a five-year period, as follows: Lease Year 1 ($3 Million)/Lease Year 2 ($4.5 million)/Lease
Year 3 ($7.5 million)/Lease Year 4 ($18 million)/Lease Year 5 ($15.5 million).

Security Interest: Equipment purchased with the $15 million ESD grant will be delivered to the FSMC facility
on Collamer Crossings Parkway in the Town of DeWitt and ownership of this equipment will transferred to FSMC
upon delivery, installation and qualification. In addition, Grantee will provide ESD a first lien holder
security interest in the $48.5 million worth of machinery and equipment it purchases for the facility. This
security interest will enable ESD to take title to Grantee’s machinery and equipment in the event Grantee
fails to meet annual job commitments and is unable to pay the corresponding penalty in cash.
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* * * * * * * *

This resolution shall take effect immediately.

Robert F. Mujica, Jr., Chair

Public Authorities Control Board

Amy Paulin, Member of the Board

James L. Seward, Member of the Board

18-UD-1641
Date: February 26, 2018