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    Development of Site One at Saratoga Technology   Energy Park ... Development of Site One at Saratoga Technology Energy Park ... Document Transcript

    • DEVELOPMENT OF SITE ONE AT SARATOGA TECHNOLOGY + ENERGY PARK Request for Proposals (RFP) No. 1006 PROPOSALS DUE: February 21, 2006 by 5:00** PM The New Y ork S tate En ergy Research and Develop ment Autho rity (NY SERD A) invites pro posals from real estate developers or developm ent teams to improve and develop at least one site at the Saratoga Techno logy + Energy Park (STEP) in the Town of Malta, Saratoga County, New York. The developer or development team selected will be expected to design, finance, construct, manage and have completed in March 2007 a build ing or b uildings not to exceed 100,0 00 sf at STEP under a ground lease from N YS ER DA . The building is to be designed to com ply with ST EP ’s Con ceptual Design G uideline s, and N ew Y ork S tate Ex ecutive Ord er No. 11 1, and earn at least a ba sic LEED TM certification from the U.S. Green Building Council. At least one member of the design team is to be a LEED accre dited professiona l. Pro posers must subm it nine (9) cop ies of the p roposal with a completed and signed propo sal checklist attach ed to the front of each copy, one of which must contain an original signature and submit to: Rosanne Viscusi, RFP No. 1006 NYSERDA 17 Columbia Circle Albany, NY 12203-6399 On February 22, 20 06 at 9:30 am at N YS ER DA ’s offices at 1 7 Columbia C ircle, Alb any, N ew Y ork, all prop osals received in re sponse to this RFP shall be opened and the financial terms o f those p roposals with respe ct to pa yments to NYS ER DA as required in section X(B)(4) of the RF P sha ll be publicly disc losed . All pro posers are welco me to attend. Subsequent to such disclosure, the proposals will be evaluated by an evaluation panel, as set forth in section XII of the RFP. An award shall be made with reasonable promp tness thereafter. Pursuant to §139-j(2)(a) of the State Finance Law, the individuals below have been designated as persons who may be contacted by Proposers relative to this procurement. The designated individuals may be reached as indicated below by e-mail or by phoning (518) 862-109 0 and selecting the appropriate extension: All Program questions should be directed to: Kevin Hunt, at ext. 3259, or klh@nyserda.org. All Contractual questions should be directed to: Doreen Darling, at ext. 3216, or djd@ nyserda.org. **Proposals are due Eastern Time. Late proposals and proposals lacking the appropriate completed and signed Proposal Checklist will be returned. Faxed or e-mailed proposals will not be accepted. Pro posa ls will not be acce pted at an y other NY SERD A locatio n oth er than th e address above .
    • I. INTRODUCTION Through this Request for Proposals (RFP), the New York State Energy Research and Development Authority (NYSERDA) is seeking proposals for the continued development of a site located within Phase 1 at the Saratoga Technology + Energy Park (STEP), encompassing new construction of a building or buildings not in excess of 100,000 square feet. STEP is located in the Town of Malta, County of Saratoga. The STEP Site Plan showing the proposed development at STEP is included as Attachment A. The STEP site is approximately 280 acres. The location of Site One and the building(s) will be determined by NYSERDA, in consultation with the selected developer, and in accordance with the STEP Master Plan included as Attachment B, and the Site Plan. NYSERDA intends to enter into a long-term ground lease (the Ground Lease, Attachment C) for the building and underlying land with the selected Proposer (Developer). This RFP and all Attachments are available from NYSERDA upon request, or at the following link: http://www.nyserda.org/funding/funding.asp?i=2 II. SUBMISSION OF PROPOSAL; INITIAL DEPOSIT To be eligible for consideration, proposals must be received by NYSERDA in accordance with the instructions contained in this RFP by the due date set forth above. Each proposal must be accompanied by a good faith deposit of $10,000 (the Initial Deposit) in the form of a check made payable to the New York State Energy Research and Development Authority. Initial Deposits will be deposited, and returned to the Proposers who are not selected. No interest will be paid on the Initial Deposits that are returned to the Proposers. Proposals submitted without Initial Deposits will not be considered. III. SUMMARY OF STEP A. OVERVIEW NYSERDA is a public benefit corporation established in 1975 under Title 9 of New York State’s Public Authorities Law. Among the statutory purposes of NYSERDA are developing and implementing new energy technologies consistent with economic, social, and environmental objectives and promoting, encouraging and assisting in the construction of industrial, commercial, and research facilities at the STEP site. The 280 acre STEP site is located five miles south of Saratoga Springs and 23 miles north of Albany, in the Town of Malta, New York. STEP is essentially undeveloped, except for a road and a 23,000 square foot building which is fully occupied, and used for decades as a research and development and light manufacturing facility. STEP includes some of Saratoga County’s Empire Zone areas that are within the Town of Malta (approximately 29 acres). NYSERDA holds title to the STEP site on behalf of the people of the State of New York STEP will be an energy and environmentally-focused knowledge community. It will be the first technology park designated and designed for research, development, and light manufacturing Page 2 of 17
    • related to clean-energy and environmental technologies. It also will be part of a comprehensive knowledge-based economic development strategy that takes advantage of the expertise of NYSERDA and its clients and partners, to add value beyond the facilities—in relationships, technology development services, and business funding. The goal is to establish STEP as an environment specifically designed to meet the needs of young, knowledge-based businesses. In addition, STEP will demonstrate a comprehensive array of sustainable design features, and ideally will be itself a “laboratory” for sustainability. Among the features that NYSERDA intends to incorporate into the STEP design are: • Respect for the natural setting; • Recognition of the Adirondack heritage; • Green building and innovative energy technologies; • Creation of active and passive activity zones and recreation features; • Establishment of common core facilities, including those for the energy sector (electric generation, chilled water, steam, fuel storage capacity) and those for the sanitary sector (potable water, gray water, treatment and recycling); and • A “Knowledge Community Center” featuring shared common services and small-scale retail to serve the needs of the STEP tenants. Sustainable design features used at STEP will provide both a marketing feature and long-term operational savings. Creation of a knowledge community will provide focus, momentum, and a sense of place. The design of STEP will help create a location where collaboration and shared resources will distinguish it from other potential locations. As previously mentioned, an existing building of approximately 23,000 sf is owned by NYSERDA and leased to certain tenants operating in various clean-energy or environmental related activities. This RFP is for the development of Site One, with a building or buildings not to exceed 100,000 sf, and its related off-site improvements. It is anticipated that the building(s) will be multi- tenanted. Refer to Section IV. NYSERDA may seek to have the selected Developer or Development Team perform the same development services for additional sites at STEP. In 2005, NYSERDA issued a RFP and selected a developer for Site Two, including a single tenant building with approximately 100,000 sf to be leased to DayStar Technologies, Inc.; construction is scheduled for completion in Fall 2006. Some of the STEP site (but not the planned Site One) is part of the Malta Rocket Fuel Area Superfund Site. A thorough remedial investigation and feasibility study (RI/FS) was conducted at the site and resulted in a Record of Decision (ROD) issued by the Environmental Protection Agency (EPA) in 1996. There is some contaminated ground water under a small portion of the STEP site. Remediation of the ground water under the EPA ROD is ongoing. Implementation of the selected ground water remedy will not affect development of the STEP site. Further Page 3 of 17
    • information concerning the RI/FS is available from NYSERDA upon request. B. BUILDINGS ORGANIZATION There are five neighborhoods in the STEP Plan. Two of them—one that includes the existing STEP building and the other being the Knowledge Community Center—are located in the area known as the public zone. The other three neighborhoods are located within the loop road and represent the central portion of the development. The buildings are organized to create identifiable places and outdoor courtyards that are pleasant and that will induce pedestrian activity and informal meetings. All parking is located between the neighborhoods and will be shared by all buildings which allows for parking efficiency and a potential reduction in the total number of parking spaces. This will increase open space and decrease runoff, an important feature in sustainable design. Orientation of parking areas is at 45 degrees from most of the buildings, which helps to define outdoor areas that are usable and interesting. The buildings within the loop road are mostly organized on a north-south axis with the short facades facing east-west and the long facades facing north-south. This is the most advantageous orientation for energy use and thus contributes to sustainable design. Several of the buildings are oriented with the long façade facing northwest, to create interest and to allow visitor entrance and turnarounds to be provided to each neighborhood. Additional buildings located adjacent to the existing building are oriented to form a relationship with the existing building; buildings in the Knowledge Community Center are aligned with the road. The buildings are clustered closely in order to form properly-scaled outdoor “people places,” to achieve a campus-like visual impact, and to conserve a meaningful open space around each neighborhood. Buildings are planned to range from single-story buildings to four-story buildings, but in no instance can a building be more than 80 ft. high, including roof top structures. Multi-story buildings are desirable because they offer more design opportunity, achieve an effective scale to create memorable neighborhoods, and conserve land and reduce coverage, important from a sustainable design standpoint. Buildings generally will range in size from approximately 40,000 sf to approximately 100,000 sf, although some buildings may be smaller and some larger. This size/scale is appropriate for multi-tenant buildings because this range represents both a minimum size that is efficient to build and a size that requires less time to lease up than significantly larger buildings. Because these buildings are clustered into neighborhoods, they have a greater impact than if they were isolated buildings, and there is the potential for companies to conveniently expand in multiple buildings within the same neighborhood. NYSERDA intends eventually to create community facilities for STEP tenants. These may include shared common business facilities, conference facilities, and convenience retail that provide places to meet other STEP tenants and that create a sense of place. In addition to building a sense of community, such facilities limit use of automobiles, which is an important feature of sustainable design. Page 4 of 17
    • C. PHASING STEP will be phased carefully, to control the cost of infrastructure and to carry out development efficiently. The infrastructure for Phase I, the first group of buildings on the left within the loop road on the Site Plan, is already being developed at STEP. Phasing also must coordinate with development of the Luther Forest Technology Campus (LFTC), off-site highway improvements, and related funding, as well as take into account efficient sizes to permit provision of on-site core facilities. D. LUTHER FOREST TECHNOLOGY CAMPUS The LFTC is a 1,350-acre forested site that adjoins the southern portion of STEP. It has been proposed for development of four potential micro-chip fabrication facilities. Its development is being planned by the SEDC. NYSERDA has been working with SEDC to coordinate land plan elements of STEP with the planning for LFTC, which surrounds the STEP property. Many elements of development can be coordinated for the two sites, which are expected to generate market synergies. E. INFRASTRUCTURE and HOOK-UP FEES Hermes Road is currently STEP’s only means of ingress and egress. STEP will eventually be organized by a loop road which forms the boundary of the major building zones on its inside edge and open space and public features on its outside edge. Hermes Road is expected to continue to be the western boundary of the loop road. There are significant setbacks along all borders of STEP except the contiguous border with LFTC where a closer physical connection is desirable. All utility connections must be approved by NYSERDA and coordinated with the Master Utility Plan, which is being finalized. Water and sewer: NYSERDA has contracted with Saratoga Water Services to provide water to STEP, and the Saratoga County Sewer District has approved the sewer connection for sanitary waste. A 12" water main extends down Hermes Road to the access road into Phase I. An 18" sewer line extends down Hermes Road to a location across from the building located at 10 Hermes Road. Gas and electric: Electricity and natural gas is provided to STEP by National Grid. STEP is serviced with a 12" natural gas line extending from Dunning Street down the northeast side of Hermes Road to across from the existing building at 10 Hermes Road, with a lateral extending to that building. STEP presently receives 13.2 kV to the 277/480 kVA transformer through above ground electric wires that extend the 1-mile length of Hermes Road, which is intended be buried at a future date. NYSERDA will provide electric power not to exceed 2,500 kVa. Other: STEP is serviced by above ground telecommunications. It is expected that telecommunications into Phase I will be buried, and run through a duct bank. The preliminary engineering for the design of the Access Road into Phase I has begun, as has planning for the stormwater management system. Final road grading and paving is scheduled for completion by mid-Summer 2006, and roadway lighting may be installed at that time. Gray water irrigation will be provided as part of the development of each neighborhood. Page 5 of 17
    • Traffic and highway phasing is very important, and STEP has been designed to be flexible in order to proceed independently from LFTC, or, alternatively, to be coordinated with it. NYSERDA’s Traffic Impact Study concludes that the first 150,000 square feet of STEP development can proceed using the Dunning Street access without additional improvements. For additional future development, certain road improvements will be required to allow continued use of the Dunning Street access. In the event that the major roadway improvements planned for LFTC are implemented, it is NYSERDA’s intention to negotiate an agreement to access the STEP site through the new roadways. Hook-Up Fees: NYSERDA is bearing the cost of infrastructure installation down Hermes Road and into Phase I, either following or under the Access Road. The selected Developer will be assessed a hook-up fee which shall be calculated at $6.00 for each square foot of the proposed building, and to be paid upon the commencement of construction of the building. By the Fall 2006, all infrastructure is expected to be installed into Phase I. The Developer will be responsible for bringing and connecting Building One with the infrastructure and for any special needs by tenants. The Developer is required to comply with the Master Utility Plan. IV. IDENTIFIED TENANT AND BUILDING REQUIREMENTS A. IDENTIFIED TENANTS Site One is in the first phase of the STEP Project, and will be part of the first neighborhood at STEP. The location of Site One will be determined by NYSERDA in consultation with the selected Developer. The Developer will be required to improve and develop land sufficient for the building(s) and parking rerquirements, to be determined by the selected Developer and agreed to by NYSERDA, with a building(s) not to exceed 100,000 sf (the Building) on Site One. NYSERDA, in cooperation with CB Richard Ellis, has identified potential tenants who have expressed an interest in leasing space at Site One (Identified Tenants). The Identified Tenants, including Starfire Systems, Inc. (Starfire), may potentially lease approximately 61,200 sf. NYSERDA will provide the identity and leasing proposals to the selected Developer, who will be expected to meet with and successfully negotiate a lease with the Identified Tenants, design the Building for Site One to meet the needs of the Identified Tenants, then finance, construct, and manage the Building. CB Richard Ellis must be reasonably compensated by the Developer should any of the Identified Tenants lease space in Site One. Refer to Section XIV. Refer to Attachment D for background information on Starfire, Attachment E for Starfire’s Letter of Intent, and Attachment F for Starfire’s Preliminary Project Scope. For additional information regarding Starfire’s programmatic needs, call David Stiles, Vice President of Operations, at (518) 899-9336. Page 6 of 17
    • Identified Tenants have requested that the Building to be developed on Site One contain shared resources, such as conference rooms, laboratory space, and training space. Other shared facilities could include a common mail and copy room, and lunch room. Consequently, the lease structure with the tenants must take into consideration payment for such resources if incorporated into the Building, or alternative payment forms identified. It is NYSERDA’s goal that all space within buildings at STEP be occupied by tenants whose business relates to NYSERDA’s clean-energy and environmental statutory mission. The Developer must agree that all future leases will be subject to NYSERDA’s approval and propose a method of ensuring that new tenants of the Building meet NYSERDA’s goal. Refer to Attachment G, Tenant Selection Criteria. B. BUILDING REQUIREMENTS Site One will be located in Phase 1, as noted in the Master Plan Land Plan. The location of Site One will be determined by NYSERDA in consultation with the Developer. The Developer will be required to improve and develop Site One with a building with an aggregate square footage not in excess of 100,000 square feet (the Building or Building One). Starfire has indicated its need to have the Building ready for occupancy by March 2007. Given the time needed to negotiate the ground lease with NYSERDA, design the Building to the required standards, permit, excavate, construct and receive the Certificate of Occupancy, indicate if the March 2007 occupancy can be met, and how it can be achieved. If it cannot be met, indicate a realistic occupancy date, and the schedule needed to meet that date. V. MASTER PLAN APPROVAL, SEQRA, AND LOCAL APPROVALS NYSERDA’s Board approved the Master Plan for STEP. NYSERDA staff, working with consultants, prepared an expanded environmental assessment form under the State Environmental Quality Review Act (SEQRA) for the Master Plan. On January 23, 2004, NYSERDA, as the designated lead agency, issued a negative declaration indicating that the development of STEP as proposed in the Master Plan will not have a significant adverse impact on the environment. The Developer will be required, at its own expense, to comply with all applicable federal, state, and local laws and regulations, and to obtain from all appropriate government authorities all construction and ancillary approvals for the development of Site One. The Developer is responsible for making all filings and obtaining all approvals required for the connection of utilities to, or the furnishing of services at Site One. As NYSERDA is a public authority with a statutory mission to develop the STEP property, STEP is exempt from local zoning controls; however, NYSERDA has chosen to design STEP to be consistent with the Town of Malta’s zoning ordinance. NYSERDA has signed a Memorandum of Understanding with the Town of Malta that provides that all necessary documentation for site review will be submitted and an in-lieu of payment Page 7 of 17
    • shall be made in an amount equal to an non-exempt applicant. At that time, NYSERDA will determine whether the Site requires any additional review under SEQRA. No building permit is required from the Town of Malta; however, necessary permits are required from the New York State Office of General Services (OGS), and the documentation submitted to OGS must also be submitted to the Town of Malta. The Developer will be responsible for identifying all approvals that will be required to construct the Building and for obtaining all such approvals. VI. GROUND LEASE NYSERDA will enter into a Ground Lease (Attachment C) for Site One with the Developer. The Developer will be required to execute the Ground Lease within 10 (ten) days of notification of award of thereof, in the form provided except as modified to reflect the financial structure proposed by the Developer. Proposers shall not condition the submission of proposals or the execution of the Ground Lease on any revision of the terms of the Ground Lease other than the specific item indicated above and set forth in their proposals. The Ground Lease contains terms and conditions in addition to those set forth in this RFP, and all such terms and conditions are deemed to be set forth herein. In the event of any variance between the Ground Lease and this RFP, the Ground Lease will govern. Section XIII below sets forth further information as to the execution of the Ground Lease. The Developer shall have until April 14, 2006, to successfully negotiate and execute a facilities lease or leases for a minimum 37,500 sf of space. If the lease(s) has not been executed, then the Ground Lease may be terminated by NYSERDA. VII. BASE RENT AND PAYMENT-IN-LIEU-OF TAXES (PILOT) As described below, the Ground Lease will require the Developer to make payments to NYSERDA beginning no later than six months after the Developer is designated, and continuing through the fixed termination date of the Ground Lease. Pursuant to the terms of the Ground Lease, the Developer must make base rent payments for each year of the Lease Term. VIII. FINANCING Proposers are required to submit a preliminary financing plan as part of their response to this RFP. This preliminary financing plan should include the following: 1. An estimate of total development cost and a cost breakdown; 2. The amount of Proposer’s equity contribution and other sources of equity, if any; 3. The amount Proposer proposes to finance; 4. The proposed source and terms of financing; 5. The proposed development schedule and if any rental is to be paid under the Ground Lease during the development period; and 6. The proposed rental for manufacturing and office space based upon the information contained in this RFP. Page 8 of 17
    • If the Proposer desires to structure the transaction so as to be exempt from sales tax, mortgage tax and property taxes (or proposes use of a PILOT), and/or issuance of a tax exempt or taxable bond, these benefits can be provided by NYSERDA as a conduit, or by the Saratoga County Industrial Development Agency. Please advise if your proposal involves such a structure. Funding, up to the amount of $500,000, may be available under NYSERDA’s New Construction Program to conduct technical assessments of energy efficiency measures in building designs and to offset up to 75% of the incremental capital costs to purchase and install energy-efficient equipment to reduce electric energy consumption in a LEED certified building. The New Construction Program may also provide technical assistance to: conduct commissioning; install building-integrated photovoltaic, advanced solar and daylighting technologies; and evaluate green building opportunities. Additional funding may be available through other NYSERDA solicitations for Distributed Generation and Peak Load Reduction projects. The New York Energy Smart Loan Fund may be available to finance certain approved energy efficiency and/or green buildings measures. IX. CONCEPTUAL DESIGN GUIDELINES Another important goal of NYSERDA is to develop a well-designed, environmentally responsible building on Site One, and at STEP generally, that can serve as models for technology park construction in this region and elsewhere. NYSERDA’s policy is to implement financially feasible, technologically sound strategies in all its new buildings to make significant advances in five areas: energy efficiency; indoor environmental quality; water conservation and site management; conservation of materials and resources; and efficient operation and maintenance. To this end, NYSERDA has issued the Conceptual Design Guidelines for all new buildings at STEP. The Conceptual Design Guidelines are included as Attachment H. Among the requirements of the Conceptual Design Guidelines is compliance with New York State Executive Order No. 111, which requires State entities to adopt certain energy efficiency and environmental practices. The Executive Order, along with Guidelines issued by NYSERDA for compliance with the Executive Order, can be found at www.nyserda.org/programs/exorder111.asp. The Conceptual Design Guidelines also require that buildings at STEP be designed to earn at least the basic LEEDTM certification from the U.S. Green Building Council. The requirements for this rating may be found in the U.S. Green Building Council’s LEEDTM Green Building Rating System Version 2.1, which is available at the Council’s website (www.usgbc.org). Proposers must identify and describe in their proposals the specific steps they would take to comply with the requirements set forth in NYSERDA’s Conceptual Design Guidelines. In selecting the Developer for Site One, NYSERDA intends to give substantial weight to the Proposers’ commitment to creating a “green” building in compliance with the requirements set forth in the Conceptual Design Guidelines. An important element in weighing that commitment will be the quality and specificity of the program set forth in the proposal to comply with the Conceptual Design Guidelines. Page 9 of 17
    • NYSERDA is committed to high-quality architecture and technology park design, and will require that design professionals, including architects, be able to demonstrate an overall body of work recognized by their peers as showing excellence of design. In light of NYSERDA’s goal of creating a green building on the Site, the design team should have significant architectural and engineering experience in creating environmentally responsible buildings in a technology park settings, as well as a demonstrated interest in this goal. X. PROPOSALS Proposers must submit nine (9) copies of the proposal. A completed and signed Proposal Checklist included as Attachment I must be attached to the front of all nine (9) copies. At least one copy of the Proposal Checklist must contain an original signature. Be sure that the individual signing the checklist is authorized to commit the Proposer’s organization to the proposal as submitted. Each page of the proposal should state the name of the Proposer, the RFP number, and the page number. NYSERDA reserves the right to request additional data or material to support proposals. All material submitted in response to the RFP will become the property of NYSERDA. Procu reme nt Lo bbying Req uirem ents Executive Order 127 and State Finance Law sections 139-j and 139-k – In compliance with Executive Order 127 and §139-j and §139-k of the State Finance Law, for proposals submitted in response to this solicitation that could result in agreements with an annual estimated value in excess of $15,000, an additional form (or forms) must be completed and filed with proposals: (1) a signed copy of the proposal checklist referenced in this solicitation (mandatory), (2) a completed Disclosure of Prior Findings of Non-Responsibility form (mandatory), Attachment J, and (3) a Contractor’s Designated Contact(s) form (if applicable), Attachment K. Procurement lobbying requirements contained in State Finance Law sections 139-j and 139-k became effective on January 1, 2006. (The text of the laws are available at http://www.ogs.state.ny.us/aboutogs/regulations/advisoryCouncil/StatutoryReferences.html). NYSERDA has integrated the requirements of these laws into the Proposal Checklist and Disclosure of Prior Findings of Non-Responsibility forms furnished with this solicitation. Additional information is available under the General Conditions below and at the New York State Office of General Services web site at http://www.ogs.state.ny.us/aboutOgs/regulations/defaultAdvisoryCouncil.html Proposals must include the following information in the following format: A. THE PROPOSER 1. Company Information – All Proposers must, if such exists, provide the following information for each member of the proposed development team: • Name of Business Entity (including any “Doing Business As” names) • Headquarters/Parent Company Locations • History of Firm • Internet Web Site Address (if any) Page 10 of 17
    • • Details of Entity’s Business Structure (Corporation, Partnership, LLC) • Date Founded • Organization Chart of Business Entity • Office Locations and Total Number of Employees at each • Home office address and telephone number and local address and phone number • List of any outstanding litigation that would threaten the viability of the firm or the performance of this contract 2. Qualifications – The Proposer must provide: a. An explanation of why the proposed development team is the best qualified to perform implement the improvement and development of Site One. b. Letters of commitment from all members of the development team. c. A description of similar or comparable projects- including pictures- developed by the proposed Developer or development team in the past 10 (ten) years. d. Design professionals should list and discuss their training and experience with green building technologies, and should specifically indicate whether they have previously designed any LEED certified green buildings. It should also be clearly identified whether the design professional, or a member of the Team, is a LEED accredited professional. 3. Staffing – The Proposer must also provide: a. The name of the person designated as the “Project Leader” who will be responsible for the coordination of work efforts of the other individuals. b. Resumes for the Project Leader and all key personnel of all members of the development team. 4. References Each Proposer must submit a list of three (3) references, preferably references who retained the Proposer and other development team members for a project with similar features and scale. B. PROJECT INFORMATION Proposers must submit the following information: 1. Program Description. A narrative description of the proposed development program, Site One, including the size and configuration of the building, the number, type and characteristics of the rooms per floor, corridor widths, and floor-to-ceiling heights. A ground-flow plan must be included, showing entrances, curb cuts and lobby locations; additional drawings may be submitted. The Proposer must also submit a development schedule showing when the submission required under the Ground Lease will be made, and the anticipated first occupancy date. Page 11 of 17
    • 2. Conceptual Design Guidelines Program. A detailed description of the methods or technologies the Proposer is considering to comply with the requirements set forth in the Conceptual Design Guidelines as discussed in Section IX, above. 3. Tenant Selection Criteria. A method to ensure that the Developer will meet NYSERDA’s goal that all space within buildings at STEP be occupied by tenants whose business relates to NYSERDA’s clean energy and environmental statutory mission, as indicated in Section IV(A) above. Refer to Attachment G. 4. Payments to NYSERDA. The Proposer must propose: (a.) A Base Rent payment to NYSERDA during the term of the Ground Lease. (b.) At anytime during the Ground Lease: (1) a percentage of annual net cash flows, after debt service, which the Developer will share with NYSERDA assuming the tenant(s) have at least a BBB- credit rating from a recognized, independent credit rating organization satisfactory to NYSERDA; and (2) a percentage of annual net cash flows, after debt service, which the Developer will share with NYSERDA assuming the tenant(s) have less than BBB- credit rating from a recognized, independent credit rating organization satisfactory to NYSERDA. Under these circumstances, the Developer must propose if there are any additional terms and conditions that the Developer would reasonably expect in order to complete the financing and construction of the Building. c.) A percentage of net cash flow to be shared with NYSERDA upon the lease, sale or refinancing of all or any portion of the Building. 5. Preliminary Financing Plan. A plan of financing the development of Site One, containing the elements set forth in Section VIII above. 6. Design, Permitting and Construction Schedule. Indicate if the March 2007 completion date is realistic. If so, provide a schedule necessary to meet the deadline, and anticipated milestone dates. If not, what is the earliest date possible for tenants to occupy the building? Provide a schedule with milestone dates. XI. SELECTION CRITERIA Proposals submitted in response to the RFP shall be reviewed, and scores assigned based solely on the information provided and satisfactory references. Each proposal shall be reviewed and scored by a Technical Evaluation Panel, consisting of NYSERDA staff and external reviewers. The following factors, in no particular order of importance, shall be used when reviewing proposals. 1. Experience in the development, construction, management, marketing and design of Page 12 of 17
    • projects of a scale, complexity and quality similar to that set forth in this RFP, especially research and technology parks. 2. The quality of the design proposal put forth in response to Section X(B), the quality of the design architect selected to be on the development team. 3. The Proposer’s financial qualifications (including its proven ability to obtain financing for projects of similar size, experience with institutional lenders and evidence of the willingness of such lenders to finance the proposed development), and the amount of equity or personal risk the Proposer intends to contribute or assume for the project. 4. The Proposer’s proposed development schedule, including a firm commitment to complete the construction of Site One by March 2007, and the Proposer’s financial plan and the demonstrated commitment and capacity of the Proposer to carry the balance of the building until appropriate tenants are identified. 5. The amounts likely to be paid to NYSERDA pursuant to the proposal. 6. The commitment of the Proposer to creating a “green” building that can serve as a model for a technology park construction in the region and elsewhere, using financially feasible and technologically sound design strategies to conserve energy and otherwise minimize the environmental impacts of developing Site One. 7. The extent of the Team’s LEED experience. 8. The priority that the Proposer places on the project relative to the Proposer’s other projects. 9. The overall quality and clarity of the proposal. 10. The Proposer’s record of performance in business dealings with any municipal, state or federal agencies, including NYSERDA. 11. The understanding demonstrated in the proposal of NYSERDA’s mission and objectives at STEP, as well as special needs related to the development of STEP. NYSERDA reserves the right to consider criteria other than the foregoing and to assign to each of the above and to such other criteria as are considered such weight as NYSERDA may in its absolute discretion determine (all criteria used by NYSERDA being collectively called the “Selection Criteria”). XII. SELECTION PROCESS NYSERDA shall review all proposals for completeness and compliance with the terms and conditions of this RFP, and may request from any or all of the Proposers additional material, clarification, confirmation or modification of any proposal. NYSERDA may request that all or some of the Proposers appear for interviews. Except at the request or by the consent of Page 13 of 17
    • NYSERDA, Proposers will not be entitled to change their proposals once submitted. NYSERDA reserves the right to request, at any time in the selection process, such additional information or materials as it may deem useful or appropriate to evaluate each Proposer’s qualifications and past experience. Submission of a proposal shall constitute the Proposer’s permission to NYSERDA to make such inquiries concerning the Proposer and members of the Development Team as NYSERDA, in its sole discretion, deems useful or appropriate. The proposals will be evaluated by an evaluation panel that will make a recommendation to NYSERDA management. NYSERDA will select the responsible Developer for Site One where the proposal, in the sole discretion of NYSERDA, most successfully fulfills the Selection Criteria, and is most advantageous to the State, price and other factors considered. XIII. EXECUTION OF GROUND LEASE As a result of the necessity to complete construction of Building One by March 2007, this RFP must be processed in an expedited manner. Within 10 days of being notified by NYSERDA of its pending designation, the selected Proposer must execute and deliver to NYSERDA a Ground Lease in the form of the Ground Lease included as Attachment C. Section VI above sets forth further information as to the execution of the Ground Lease. The Initial Deposit will not be refunded to the Developer except as otherwise provided below, and will in no event be applied to rent or other payments due under the Ground Lease. The selection of a Developer will create no legal or equitable rights in favor of the Developer, including, without limitation, rights of enforcement or reimbursement. The Developer will, however, have the exclusive right, as well as the obligation, to execute a Ground Lease during the 10-day period provided that the Developer is in compliance with the terms and conditions of this RFP. The right to execute the Ground Lease will not be assignable. Only the Developer will have the right to execute a Ground Lease, and no party other than the parties identified in the Developer’s submission will be permitted to execute a Ground lease or have an interest in the entity execution a Ground Lease or in the development. XIV. BROKERS The selected Developer will be responsible for paying customary brokers commissions to CB Richard Ellis should the Developer successfully negotiate a lease with the Identified Tenants , per Section IV A. No brokerage fees, finders’ fees, commissions or other compensation will be payable by NYSERDA in connection with the selection of the Developer or the leasing of Site One. Submission of a proposal by a Proposer in response to this RFP will constitute an undertaking by such Proposer to hold harmless and indemnify NYSERDA from and against any and all expenses, damage or liability (including, without limitation, attorney’s fees and disbursements) arising out of any claim for such fees, commissions or other compensation made in connection with such Proposer’s response to this RFP, selection or non-selection there under or negotiation and execution (or non-execution) of the Ground Lease. XV. REPRESENTATIONS AND WARRANTIES NYSERDA makes no representations or warranties, including, without limitation, representations Page 14 of 17
    • or warranties as to the accuracy of any information or assumptions contained in this RFP or otherwise furnished to Proposers by NYSERDA; the use or progress of development of any Site or any other portion of the STEP Project; Site conditions or the suitability of Site One for any specific use or development; and tax assessments or tax rates that may be established by the Town of Malta or other authorized municipality, or the amount of PILOT payable with respect to Site One. NYSERDA will have no liability or obligation with respect to any infrastructure, except as specifically set forth in the Ground Lease. NYSERDA, or a consultant designated by it, will assist the Developer in coordinating the proposed development with the STEP Project’s infrastructure. The Developer will be required to coordinate construction with NYSERDA and with any other parties developing sites in the STEP Project. The Developer will be required, at its expense, to provide sidewalks (including street trees and street lighting) and landscaped areas associated with development on Site One, as set forth in the Conceptual Design Guidelines. For additional information about the infrastructure of Site One, see the Conceptual Design Guidelines. XVI. GENERAL CONDITIONS Proprietary Information - Careful consideration should be given before confidential information is submitted to NYSERDA as part of your proposal. Review should include whether it is critical for evaluating a proposal, and whether general, non-confidential information, may be adequate for review purposes. The NYS Freedom of Information Law, Public Officers law, Article 6, provides for public access to information NYSERDA possesses. Public Officers Law, Section 87(2)(d) provides for exceptions to disclosure for records or portions thereof that "are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise." Information submitted to NYSERDA that the proposer wishes to have treated as proprietary, and confidential trade secret information, should be identified and labeled "Confidential" or "Proprietary" on each page at the time of disclosure. This information should include a written request to except it from disclosure, including a written statement of the reasons why the information should be excepted. See Public Officers Law, Section 89(5) and the procedures set forth in 21 NYCRR Part 501 www.nyserda.org/nyserda.regulations.pdf. However, NYSERDA cannot guarantee the confidentiality of any information submitted. Omnibus Procurement Act of 1992 - It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority- and women-owned business enterprises, as bidders, subcontractors, and suppliers on its procurement Agreements. Information on the availability of New York subcontractors and suppliers is available from: Empire State Development Division For Small Business 30 South Pearl Street Albany, NY 12245 A directory of certified minority- and women-owned business enterprises is available from: Page 15 of 17
    • Empire State Development Minority and Women's Business Development Division 30 South Pearl Street Albany, NY 12245 Executive Order 127 - NYSERDA is required to comply with the provisions of Executive Order 127. The Executive Order is available at http://ww.gorr.state.ny.us/EO127_fulltext.htm. Pursuant to the Executive Order, proposals submitted in response to this solicitation that could result in agreements with an annual estimated value in excess of $15,000, must include: (1) the name, address, telephone number, place of principal employment and occupation of every person or organization retained, employed or designated by or on behalf of the proposer to attempt to influence the procurement process and whether such person or organization has a financial interest in the procurement. If a proposer has identified one or more such persons or organizations, a Contractor’s Designated Contact(s) form (which is available upon request or at http://www.nyserda.org/Funding/stdforms.asp) must be completed and filed with the proposal for each person or organization identified. (2) a disclosure statement regarding proposer’s history of findings of non-responsibility made by any agency or authority within the previous five years where such prior finding of non- responsibility was due to intentional provision of false or incomplete information to a covered agency or authority with respect to Executive Order 127. All proposals submitted in response to this solicitation should include a completed Disclosure of Prior Findings of Non-responsibility form (which is also available upon request or at http://www.nyserda.org/Funding/stdforms.asp). State Finance Law sections 139-j and 139-k - NYSERDA is required to comply with State Finance Law sections 139-j and 139-k. These provisions contain new procurement lobbying requirements which can be found at http://www.ogs.state.ny.us/aboutogs/regulations/advisoryCouncil/StatutoryReferences.html The attached Proposal Checklist calls for a signature certifying that the proposer will comply with State Finance Law sections 139-j and 139-k and the Disclosure of Prior Findings of Non- responsibility form includes a disclosure statement regarding whether the proposer has been found non-responsible under section 139-j of the State Finance Law within the previous four years. Tax Law Section 5-a - NYSERDA is required to comply with the provisions of Tax Law Section 5-a, which requires contractors, prior to entering an agreement with NYSERDA, to certify whether the contractor, its affiliates, its subcontractors and the affiliates of its subcontractors have registered with the New York State Department of Taxation and Finance to collect New York State and local sales and compensating use taxes. The Department of Taxation and Finance has developed guidance and a certification form (ST-220) for contractors which is available at www.nystax.gov/sbc/nys_contractors.htm. The completed Form ST-220 (which is available upon request or at http://www.nyserda.org/Funding/stdforms.asp), will be incorporated in the agreement between NYSERDA and the contractor. Contract Award - NYSERDA anticipates making one award under this solicitation. It may award a contract based on initial applications without discussion, or following limited discussion or negotiations. Each offer should be submitted using the most favorable cost and technical Page 16 of 17
    • terms. NYSERDA may request additional data or material to support applications. NYSERDA will use the Sample Agreement to contract successful proposals. NYSERDA expects to notify proposers in approximately four weeks from the proposal due date whether your proposal has been selected to receive an award. Limitation - This solicitation does not commit NYSERDA to award a contract, pay any costs incurred in preparing a proposal, or to procure or contract for services or supplies. NYSERDA reserves the right to accept or reject any or all proposals received, to negotiate with all qualified sources, or to cancel in part or in its entirety the solicitation when it is in NYSERDA's best interest. Disclosure Requirement - The proposer shall disclose any indictment for any alleged felony, or any conviction for a felony within the past five years, under the laws of the United States or any state or territory of the United States, and shall describe circumstances for each. When a proposer is an association, partnership, corporation, or other organization, this disclosure requirement includes the organization and its officers, partners, and directors or members of any similarly governing body. If an indictment or conviction should come to the attention of NYSERDA after the award of a contract, NYSERDA may exercise its stop-work right pending further investigation, or terminate the agreement; the contractor may be subject to penalties for violation of any law which may apply in the particular circumstances. Proposers must also disclose if they have ever been debarred or suspended by any agency of the U.S. Government or the New York State Department of Labor. Attachments: Attachment A –STEP Site Plan (pdf) Attachment B – STEP Master Plan (pdf) Attachment C – Ground Lease (pdf) Attachment D – Background Information on Starfire (pdf) Attachment E – Starfire Letter of Intent (pdf) Attachment F – Starfire’s Preliminary Project Scope(pdf) Attachment G – Tenant Selection Criteria (pdf) Attachment H – Conceptual Design Guidelines (pdf) Attachment I – Proposal Checklist (pdf) (doc) (wpd) Attachment J – Disclosure of Prior Findings of Non-responsibility (pdf) ( or see our Standard Forms page for other formats ) Attachment K – Contractor’s Designated Contacts (pdf) ( or see our Standard Forms page for other formats ) Page 17 of 17
    • Master Plan January 2004 Prepared for New York State Energy Research and Development Authority Prepared by IDEA Partnerships, LLC with Perkins & Will The Saratoga Associates
    • Saratoga Technology + Energy Park Master Plan Contents January 2004 I—CONTEXT...................................................................................................................... 1 NYSERDA .......................................................................................................................................1 Organization .................................................................................................................................1 Purposes........................................................................................................................................1 Mission ..........................................................................................................................................1 Goals and Business Culture ..........................................................................................................1 Programs.......................................................................................................................................1 Funding Highlights .......................................................................................................................2 PRIMARY STEP PARTNERS ................................................................................................................3 The University at Albany (SUNY)..................................................................................................3 Saratoga Economic Development Corporation (SEDC)...............................................................4 OTHER IMPORTANT RELATIONSHIPS ..................................................................................................5 Town of Malta ...............................................................................................................................5 R&D and Incubation Resources....................................................................................................5 Economic Development Strategy and Marketing Partners ...........................................................5 2—SARATOGA TECHNOLOGY + ENERGY PARK ........................................................ 6 THE RATIONALE ................................................................................................................................6 Energy and the Environment—A World Challenge and National Strategic Priority ....................6 Energy—A New York State Priority ..............................................................................................6 THE CONCEPT ....................................................................................................................................6 THE VISION .......................................................................................................................................7 THE GOALS ........................................................................................................................................7 STATUS OF STEP ACTIVITIES ............................................................................................................8 Partnership Development..............................................................................................................8 Marketing and Early Tenants........................................................................................................8 Master Plan and Regulatory Processes ........................................................................................8 3—GOVERNANCE AND DEVELOPMENT STRATEGY .................................................. 9 ALTERNATIVES CONSIDERED ............................................................................................................9 DECISION CRITERIA ...........................................................................................................................9 THE STRATEGY ..................................................................................................................................9 POTENTIAL PRIVATE DEVELOPMENT PARTNERS ...............................................................................9 4—MARKET STRATEGY ................................................................................................ 10 INPUTS FOR MARKET STRATEGY .....................................................................................................10 MARKET ANALYSIS SUMMARY .......................................................................................................10 Industry Survey............................................................................................................................10 Competitive Properties—Specific Technology Sites....................................................................10 Regional Real Estate Market.......................................................................................................12 FOUR BUILDING BLOCKS OF MARKET STRATEGY ...........................................................................13 By Target Industry Segments.......................................................................................................13 By Company Life Cycle/Stage of Development ...........................................................................13 By Partnership Relationships......................................................................................................14 By Real Estate Factors ................................................................................................................15 SUMMARY—STEP MARKET POSITION............................................................................................17 STEP Master Plan Contents Page i
    • 5—LAND PLAN ............................................................................................................... 19 THE REGIONAL CONTEXT ................................................................................................................19 PLANNING PRINCIPLES.....................................................................................................................19 THE PHYSICAL PLAN .......................................................................................................................20 Organization of the Site...............................................................................................................20 The Buildings ..............................................................................................................................21 Organization ..............................................................................................................................21 The Site and Infrastructure..........................................................................................................22 TECHNICAL DATA............................................................................................................................24 Build-Out Statistics .....................................................................................................................24 Coverages....................................................................................................................................24 PHASING ..........................................................................................................................................25 Phase 1 Overview........................................................................................................................25 Importance of the Initial Project .................................................................................................25 Phase 1 Road Build-Out..............................................................................................................25 6—CAPITAL COSTS AND FINANCING ......................................................................... 26 CAPITAL COSTS SUMMARY .............................................................................................................26 TRIAL PRO FORMA SUMMARY .........................................................................................................27 FINANCING STRATEGIES ..................................................................................................................29 Infrastructure ..............................................................................................................................29 Common or Core Technology Facilities .....................................................................................29 Common Amenities......................................................................................................................29 Multi-Tenant Facilities................................................................................................................29 Single-User Facilities..................................................................................................................29 EXHIBITS ......................................................................................................................... 30 EXHIBIT 1—PARTICIPANTS IN INTERVIEWS AND PLANNING DIALOGUE ..........................................30 NYSERDA....................................................................................................................................30 STEP Partners.............................................................................................................................30 Market Analysis...........................................................................................................................30 Legal Counsel..............................................................................................................................30 EXHIBIT 2—MARKET ANALYSIS—INDUSTRY SURVEY QUESTIONS & SUMMARY OF RESPONSES...31 EXHIBIT 3—TECHNOLOGY SITES IN THE IMMEDIATE REGION .........................................................34 The CESTM Campus ...................................................................................................................34 The University at Albany East Campus.......................................................................................34 Luther Forest Technology Campus .............................................................................................34 Rensselaer Technology Park .......................................................................................................35 Harriman State Office Campus ...................................................................................................35 EXHIBIT 4—USEFUL WEB ADDRESSES...........................................................................................37 STEP Master Plan Contents Page ii
    • Saratoga Technology + Energy Park Master Plan January 2004 conduct, sponsor, assist and foster programs of I—CONTEXT research, development and demonstration in new Chapter 1 provides context for STEP energy technologies.” planning, consisting of information about NYSERDA and its STEP partners and their major Mission relevant activities. The mission of NYSERDA is: …to use innovation and technology to solve NYSERDA some of New York’s most difficult energy and environmental problems in ways that improve Organization the State’s economy. New York State Energy Research and Goals and Business Culture Development Authority Basing its activities on the “3Es”—“Energy, (NYSERDA) is a public Environment, and Economic Development”— benefit corporation NYSERDA is committed to helping New York established in 1975 under businesses, municipalities, and residents solve Title 9 of New York State’s their most pressing energy and environmental Public Authorities Law. problems, while developing new, innovative NYSERDA is governed by a 13-member products and services that can be manufactured Board of Directors appointed by the Governor. or commercialized by New York State firms. Three ex-officio members represent the Public In carrying out its mission, NYSERDA is Service Commission and the Departments of dedicated to public service, forging strategic Environmental Conservation and Transportation. partnerships with private and public entities, and Nine other members include utility executives, a striving to be a model of what taxpayers want their scientist, an environmentalist, an economist, a government to be. NYSERDA also places a consumer representative, and representatives of premium on objective analysis and multi- the public at large. stakeholder collaborations as its way of doing business. Purposes NYSERDA’s purposes and powers, legally Programs established by its statute, include the following: To meet mission purposes and goals, “The purposes of the Authority shall be to NYSERDA’s programs collectively explore and develop and implement new energy technologies promote energy and environmental technologies consistent with economic, social and and solutions that will conserve energy, protect environmental objectives, to develop and the environment, and promote economic encourage energy conservation technologies, to development. Major program areas are: promote, develop, encourage and assist in the ∇ Economic Development acquiring, constructing, improving, maintaining, equipping and furnishing of industrial, ∇ Energy Analysis manufacturing, warehousing, commercial, ∇ Energy Efficiency Services research and industrial pollution control facilities ∇ Residential Energy Affordability [at STEP] and to promote, develop, encourage and assist special energy projects and thereby ∇ Research and Development advance job opportunities, health, general ∇ West Valley Site Management prosperity and economic welfare of the people of ∇ Bond Financing. the state of New York. In carrying out such purposes, the Authority shall [have the power to] STEP Master Plan Page 1
    • STEP is a major component of NYSERDA’s Economic Development Program. Other selected Funding Highlights programs most pertinent to the STEP Master Plan In 2002-2003, NYSERDA deployed and are described here briefly. managed aggregate funding of $219 million. Primary sources of funding are: Research and Development (R&D) Program ∇ System Benefits Charge (SBC) NYSERDA supports R&D projects that develop and demonstrate innovative energy ∇ Assessments on electric and gas utility technologies, products, and processes. The R&D sales Program stresses consultation, collaboration, and ∇ Voluntary contributions from New York partnership with other organizations, including Power Authority (NYPA) and Long universities, industries, utilities, engineering and Island Power Authority (LIPA) scientific research firms, local governments, and ∇ Co-funding from public and private state and federal agencies. sources, and federal grants. NYSERDA project managers are deeply The annual budgets of the Research and involved in projects ranging from development Development (R&D) Program and the System and commercialization of aluminum-oxide-based Benefits Charge (SBC) Program are $17.5 million slurries for chemical-mechanical polishing in New and $144 million, respectively. This translates York State, to the development and introduction of into $87.5 million in R&D funding and $750 million alternative-fuel vehicles. in SBC funding over the current five-year SBC program. Energy Efficiency Services The Energy Efficiency Services group As of the end of 2002, the New York Energy provides technical assistance to improve the $martsm Program has achieved 0.5% savings on energy and environmental performance of statewide energy requirements, amounting to businesses, institutions, and municipalities; savings of $102 million for New York energy identifies and deploys existing technology and customers. In addition to creating or retaining equipment to reduce energy costs; converts fleet 7,600 jobs, the Program has helped to reduce vehicles to alternative fuels; and helps secure emissions and has generated $1.8 billion in energy-project funding from private and public outside investment for the $614 million in sources. NYSERDA’s performance contracting NYSERDA commitments. The R&D programs and peak-load electricity reduction programs are have used funds to initiate more than 950 projects renowned in the energy field. and to bring more than 200 innovative, energy- efficient, and environmentally beneficial products, New York Energy $martsm processes, and services into use. The New York Energy $martsm program is These contributions to the State’s economic designed to continue energy efficiency, low- growth and environmental protection are made at income services, research and development, and a cost of about $.70 per resident in the SBC environmental protection programs during the service area per year. State’s transition to electric retail competition, and is a key element in the restructuring of New York’s electric utility industry. To ensure that these kinds of programs continue to benefit New Yorkers, the State’s Public Service Commission (PSC) named NYSERDA administrator of these programs, which are paid for by a System Benefits Charge (SBC) on the electricity transmitted and distributed by the State’s investor-owned utilities. The New York Energy $martsm program is being implemented in those utility territories. STEP Master Plan Page 2
    • East Campus Primary STEP Partners The University is redeveloping, as East STEP is a joint initiative of NYSERDA, its Campus, the former Sterling Winthrop complex in owner and lead sponsor, with two primary East Greenbush. It is a mixed-use site, focused partners— the University at Albany—SUNY (the on University and private activity, primarily in University) and Saratoga Economic Development biotech, chemicals, and telecommunications. Corporation (SEDC). Albany NanoTech The University at Albany (SUNY) Within the University, Albany NanoTech is a comprehensive mix of programs, strategies, relationships, and facilities that establishes the University and the Capital Region as one of the world’s premier concentrations of knowledge in nanoscience and technology, including materials and engineering, and their applications. Albany NanoTech has the potential, one day, to become recognized as the world’s premier knowledge The University at Albany has three campuses: Uptown (Main) Campus, Downtown Campus, and East Campus. center in these disciplines. Albany NanoTech supports the semiconductor Overview industry in technology development for short-, The institution that is today the University at medium-, and long-term development through Albany—State University of New York (the partnerships with University) was established originally in 1844. International SEMATECH In 1962, it was designated as one of four (ISMT), the Focus major University Centers in the SUNY system. Center programs, The University today is comprised of nine schools and other and colleges, with numerous specialized programs funded research, policy, and service centers/institutes. by the Semiconductor Class 10 clean room occupied Industry with 200 mm wafer metrology tools Association (SIA). Two broad areas of common interest between NYSERDA/STEP and Albany NanoTech are alternative energy sources and reduced energy consumption. Because nanotechnologies will lead to new energy industry sectors, there is an important and New Science Library natural synergy of interests. In one version of a long-term vision, while Albany NanoTech The University serves more than 17,000 currently houses all life-cycle activities in its fields diverse students in 53 undergraduate, 84 master’s of technology, it might one day grow such that it and 39 doctoral programs. The University would need to constrain activities in its campus to employs 4,600+ employees. Of these, there are R&D, with downstream manufacturing and more than 600 full-time faculty and about 350 services companies located at STEP, Luther part-time faculty. Forest Technology Campus, and elsewhere. The University has many organized research CESTM Campus centers and institutes, and its total research The Center for Environmental Sciences and expenditures in FY2001 were $70 million, up from Technology Management (CESTM) is the physical about $43 million in FY1994. The University’s campus site of Albany NanoTech activities. National Science Foundation (NSF) research rank is 124 of 601 listed institutions. STEP Master Plan Page 3
    • New York State and International Semiconductor Manufacturing Technology (International SEMATECH), the 12-member global consortium of major computer chip manufacturers, are building a $400 million, next-generation 300- mm research and development center, in collaboration with Albany NanoTech, on the CESTM campus. Investment will include approximately $210 million from New York State and $193 million from IBM and other International SEMATECH member firms.1 One-Stop Model Atypical for an academic vision, the vision for Albany NanoTech is not only to be a globally distinguished center of research in nanoscience Saratoga Springs is known, among and nanotechnology, but also to create a unified, other things, for its horse races. comprehensive, and “one-stop” model from basic research to company growth and new product SEDC typically works with partner development. Elements of the Albany NanoTech organizations to support the needs of its clients, strategy thus include: and strongly believes that partnerships contribute ∇ Research and Development to strong economic growth in the Capital Region. ∇ Technology Development SEDC is developer of the much larger ∇ Commercialization property called Luther Forest Technology Campus (LFTC), adjacent to STEP. A brief description of ∇ Business Development plans for LFTC is provided in the chapter on ∇ Education and Work Force Training. Market Strategy and in Exhibit 3. Saratoga Economic Development Corporation (SEDC) SEDC is a private, non-profit consulting firm, established in 1978, and is the regional economic development entity for Saratoga County, New York, in which STEP is located. SEDC services aimed at helping businesses to locate or expand in Saratoga County include: ∇ “World Class” Proposals ∇ Building and Site Location Inventory ∇ Financial Services ∇ Small Business Assistance ∇ Community Economic Development ∇ Customized Training Programs ∇ Labor Market Analysis ∇ Geographic Information Systems. 1 The International SEMATECH (Semiconductor Manufacturing Technology) research and development consortium includes: US firms: IBM, Intel, Motorola, Hewlett-Packard, Texas Instruments, Advanced Figure 1: Saratoga County’s location/access Micro Devices, Agere Systems (Lucent); European firms: Philips advantages (Netherlands), Infineon Technologies (Germany), and STMicroelectronics (France); and Asian firms: Hynix (Korea), TSMC (Taiwan). STEP Master Plan Page 4
    • Other Important Relationships ∇ Center for Indoor Environmental Quality, Syracuse University Town of Malta ∇ Lighting Research Center, The Town of Malta also is an important Renssalaer Polytechnic Institute partner for land planning, development, and ∇ Materials and Particles CAT, neighbor relations. Clarkson University Although it was settled in the late 18th century, ∇ Laser Fusion Center, University of the Town was established officially in 1802, when Rochester it became separate from the adjacent Town of ∇ Cooperative Extension Service and Stillwater. Today, Malta is a charming residential, Agricultural Efficiency and Biogas Programs, Cornell University ∇ Ceramics and Whitewares CAT and the Center for Environmental and Energy Research, Alfred University In addition to these specific centers of excellence, many of these universities have incubators or research parks. Economic Development Strategy and Marketing Partners While NYSERDA will lead and carry out its Gazebo, Town of Malta own marketing strategy for STEP, it has many family-oriented community in the center of partners in marketing the Capital Region, other Saratoga County that calls itself “The Center of local sites, and New York State. the Universe.” The Town Board has adopted a Other partners in regional marketing and comprehensive plan that includes provisions for economic development include the Albany development of the STEP site. Regional Chamber of Commerce, the Albany County Partnership, the Center for Economic R&D and Incubation Resources Growth, and the Malta Chamber of Commerce. Aside from CESTM’s energy-related interests, the University at Albany’s development of a Incentive programs available are summarized biotech and other technology focus at the East briefly in the chapter on Market Strategy. Campus is an important and growing resource. NYSERDA’s relationships in New York encompass most other universities and Centers of Advanced Technology (CAT) in the State. City of Albany Skyline Several of these are engaged in R&D programs, incubator programs, or technology parks that focus on science and technology disciplines related to energy and the environment. Thus, for purposes of STEP development, it may be said that virtually all centers of knowledge in the State, including universities and colleges, CATs, industry organizations, and incubators, are potential resources or potential “partners” for STEP. Examples of relevant programs include: ∇ Remanufacturing Center, Rochester Institute of Technology State Capitol Building, Albany, New York STEP Master Plan Page 5
    • 2—SARATOGA TECHNOLOGY + ENERGY PARK Chapter 2 provides a review of the STEP concept, STEP purposes, and a brief summary of planning activity status. The Rationale Energy and the Environment—A World Challenge and National Strategic Priority Energy and the environment are industry clusters that will dominate the world economy for the foreseeable future, and energy already is a major focus of attention for industry, investors, Satellite map of North America during the recent Northeast US/Canada energy black-out. New York and public policymakers. State is among the “missing.” Terrorism events such as September 11, continuing turmoil in the Middle East, the The Concept California energy crisis, major energy industry reorganization, and the recent Northeast In August, 2001, Governor George Pataki US/Canada black-out are only some of the factors announced the creation of Saratoga Technology + making energy and its relationship to sustainable Energy Park (STEP). environment and national security issues a The 280-acre complex and urgent national strategic priority. property, in Malta, New York, has Energy—A New York State Priority been owned by National priorities and industry statistics NYSERDA for indicate significant opportunities to retain, nearly 40 years, enhance, and create energy-related industry and will be the first segments, companies, and jobs in New York technology park State. designated and designed The State’s clean-energy technology sector exclusively for grew by 134% in 2000, and is projected to grow research, from $7 billion per year to about $82 billion per Governor Pataki and U-Albany development, and year by 2010. New York State, already home to President Karen Hitchcock light manufacturing more than 20 leading energy-technology of clean-energy products and processes. companies, is well suited to take advantage of STEP is conceived as much more than a real rapid national and international industry growth. estate development. It will be an energy and This sector represents not only an important environmentally focused knowledge community. economic development opportunity for New York, It also will be a comprehensive knowledge-based but is essential because of the State’s extensive economic development strategy that takes natural resources requiring protective stewardship advantage of the expertise of NYSERDA and its and the State’s enormous customer base and clients and partners, to add value beyond the demand for energy. facilities—in relationships, technology development services, and business funding. STEP Master Plan Page 6
    • Along with other technology-focused initiatives The Vision in the Capital Region and the direct activities and STEP and the Capital Region will become development projects of NYSERDA’s partners, known internationally as a knowledge community STEP bears the promise of being one among the centered on niches of expertise in clean energy major factors for emergence of the Capital Region and environmental technologies—including an as a strong, growth economy in the next decades. important focus on transformational and enabling It has been estimated that STEP will provide technologies. By becoming known as one of a between 1,000 and 1,500 jobs to the Capital few business destinations-of-choice in the world Region, as emerging environmentally friendly for growing companies and products in these energy companies take advantage of its fields, STEP will be instrumental in enacting resources. In addition, STEP will be among the NYSERDA’s economic development mission for strategies that focuses global attention on the the Capital Region and New York State. Capital Region and New York State as the best destination in the US, or in the world, for clean- energy technologies and environmental research companies. The planned development of STEP not only supports NYSERDA’s own mission, but more + ENABLING TECHNOLOGIES broadly supports Governor Pataki’s Renewable ENERGY ENVIRONMENT Energy Initiative (REI), designed to attract to New York, companies that manufacture renewable technologies such as wind energy, photovoltaics, and fuel cells. STEP is poised to accommodate emerging clean-energy technology companies ECONOMIC that would grow at STEP and potentially expand DEVELOPMENT or generate related business investment elsewhere in the Capital Region and in other parts of the State. Figure 2: NYSERDA and STEP Vision/Mission The Goals Within this vision, there are four important broad goals for STEP to pursue: ∇ STEP Companies. Directly and materially advance the success and growth of companies located in STEP ∇ STEP Partners. Support special focus on energy applications of nanotechnologies, thus aiding the growth and success of Albany NanoTech, and support SEDC in economic development and its development of LFTC Figure 3: NY Empire Zones Regions. ∇ Capital Region. Be one important STEP is intended to have impact beyond the Capital Region, to benefit all of New York State. component in the broader growth of energy and environmental industries in the Capital Region ∇ New York State. Contribute directly and indirectly to overall growth and success of energy and environmental industry segments throughout New York State. STEP Master Plan Page 7
    • ∇ Building Performance Institute, Inc. Status of STEP Activities is primarily in the business of As of the summer 2003, many planning residential energy efficiency, including activities have been accomplished or are certification of contractors. BPI may underway. be expanding into photovoltaics and multifamily housing. Partnership Development ∇ Global Resource Options is a full- NYSERDA has been working for several service renewable energy design, years with SEDC and the University to develop sales, installation and service firm. the STEP concept and the terms and elements of ∇ North American Board of Certified the partner activities, as well as to coordinate land Energy Practitioners is working to plan elements of STEP with planning for LFTC. develop national standards and NYSERDA has been working with consultants certification for renewable energy to provide business services to its contractors and professionals. incentives to attract companies to STEP. Marketing and Early Tenants NYSERDA staff has begun substantial promotion efforts and has been working with numerous prospect companies that already have expressed interest in locating at STEP. Early marketing efforts have focused on tenants for the existing 22,000 SF facility. Much of the interest thus far has been in bench-scale commercialization activities. NYSERDA, SEDC, and Starfire Systems, Inc. Personnel at the STEP Facility Master Plan and Regulatory Processes NYSERDA’s many early planning activities to date have resulted in this Master Plan which is intended to provide a framework for ongoing tactical and technical planning and for development implementation. Existing facility at STEP has housed various energy- The Master Plan was prepared under the related R&D programs for decades, and currently houses early STEP tenants. direction of NYSERDA staff by IDEA Partnerships, LLC, with Perkins & Will and The Saratoga Associates. (Exhibit 1 provides a list of planning As this Master Plan was being prepared, there participants.) already are a number of active tenant prospects and there are four tenants in the existing STEP NYSERDA and its legal counsel, Harris facility: Beach, are working through regulatory processes: ∇ Starfire Systems, Inc. is developing ∇ Coordinating with the Town of Malta’s advanced ceramic-forming polymers comprehensive plan and zoning and technology with the potential to ∇ Working on compliance with the State meet advanced materials needs for Environmental Quality Review the next generation of defense (SEQR) Act. weapons and retrofit of existing ∇ Conducting traffic studies and related systems for current military and site technical studies. homeland security applications. STEP Master Plan Page 8
    • 3—GOVERNANCE AND The Strategy DEVELOPMENT STRATEGY For early stages of development, NYSERDA will carry out direct development, acting as owner, Chapter 3 outlines NYSERDA’s decisions lead sponsor, and developer of STEP. The about ownership, governance, and development concept of a controlled affiliate remains under strategy. consideration, as it brings certain advantages that may become important in the future. Alternatives Considered It is NYSERDA’s intention, and strong In preparation of this Master Plan, NYSERDA, preference, to develop STEP via ground leases, its consultants, and legal counsel reviewed not via sales of property. However, NYSERDA alternatives for governance/ownership and for will consider sale of land on a case-by-case basis. development strategy, to ensure that NYSERDA would reach an informed conclusion about its Potential Private Development strategy for STEP. Partners Alternatives reviewed were: As STEP developer, NYSERDA expects to ∇ Direct development by NYSERDA contract with private developers for some or all ∇ Engagement of a private developer on development. The present concept is to engage a a project-by-project basis private development partner for development of the first neighborhood/cluster. ∇ Engagement of a private master developer, with master lease and If/as NYSERDA decides to engage private carefully constructed business terms development partners, formal contracts will be developed to codify terms of such relationships. ∇ Indirect development by NYSERDA via The form and content of such contractual a NYSERDA-formed special-purpose agreements would vary, depending on whether a corporation or controlled affiliate: long-term or project-specific relationship is Without any private development developed. In either case, a ground lease partners instrument also will be involved. With various private development partners (based on the nature of projects) With a private master development partner (long-term, per above). Decision Criteria To evaluate the alternatives, decision criteria were established. Development/governance strategies were considered for their effects on: ∇ Advantages in furtherance of NYSERDA’s goals and objectives for STEP ∇ Isolation of development risk ∇ Access to financing ∇ Access to development expertise ∇ Ease of permitting. STEP Master Plan Page 9
    • or incubation services, to desire to be in the 4—MARKET STRATEGY capital region, to convenient highway/airport Chapter 4 summarizes elements of the market access. The dominant reason given for current analysis and outlines market strategy. More location was cost of space and utilities. detailed information is contained in exhibits. Of the 16 companies interviewed, 14 indicated that they plan to expand in the near future (in 1 to Inputs for Market Strategy 3 years). Dominant factors in the location Input factors that were considered, to shape a decision process will include: comprehensive STEP market strategy included: ∇ Proximity to university resources ∇ NYSERDA’s history, culture, and ∇ Cost of facilities specific technical programs ∇ Flexibility of space ∇ NYSERDA’s vision and goals for STEP ∇ Fit-up amenities. and synergies with other NYSERDA goals When companies were asked about desirable STEP design and location features, the dominant ∇ Resources of and relationships with responses included: primary partners ∇ Shared specialized common space ∇ STEP site and location factors (conference rooms, labs and ∇ General experience of the IDEA equipment etc.) Partnerships team (other tech parks) ∇ High quality of life ∇ Specific market analysis findings. ∇ Quality of a STEP address Specific market analysis tasks performed for this Master Plan included: ∇ High-speed Internet access ∇ On-site technical assistance or ∇ Industry market survey (telephone) NYSERDA representation. ∇ NYSERDA’s ongoing information- Two positive elements of the findings were gathering with company prospects that: ∇ Visits to local tech park competitors ∇ A substantial percentage of these ∇ Information from commercial brokers. companies expressed plans to expand or relocate in the near future Market Analysis Summary ∇ Their interest in NYSERDA (and thus Industry Survey in STEP) is high. To gather baseline information on company Of some concern is the emphasis of interest in the STEP site and to determine respondents on low cost, combined with their requirements of companies that represent emphasis on high levels of benefits and potential tenants, a survey of selected companies amenities. (See Exhibit 2 for survey participants in the region was undertaken. and more detailed information on responses.) NYSERDA staff selected the companies for Competitive Properties—Specific the survey. Most were small firms with fewer than 25 employees. Most were in the business of Technology Sites manufacturing electronic products or energy related devices. National/International Competition In a sense, STEP will be competing with many In nearly all cases, the current locations of the hundreds of US and foreign technology and companies surveyed were close to the residence research parks. Primary competition will include of the founder and/or in proximity to the mother technology parks and business locations in company from which the firm originated. Reasons several regions worldwide that have prominence given for current locations varied from the in energy industries. smallest of firms operating from the entrepreneur’s home, to proximity to a university STEP Master Plan Page 10
    • Regional Sites For this Master Plan, a limited assessment of local properties was undertaken to inform the market strategy. Following is a brief summary of local property-based ventures that target or will target technology companies. Partner Sites—Collaboration, Not Competition Three of the sites—The University at Albany’s East Campus, CESTM, and LFTC—are developments of NYSERDA’s partners in STEP. These four developments together thus offer an Figure 4: The University at Albany’s East Campus extraordinary opportunity for joint marketing of includes the School of Public Health, an incubator, and significant research facilities. technology sites and services in the Capital Region. In a concerted marketing program, In accommodating the University's public prospects can be offered a series of business health, telecommunications, and related scientific locations, a wide range of occupancy options, and and high-tech resources, the East Campus will related features, services, and amenities. enable University researchers to seek solutions to the challenges that face the Capital Region, New Center for Environmental Sciences and York State, and the nation. Technology Management (CESTM) The Center for Environmental Sciences and Luther Forest Technology Campus Technology Management (CESTM) is the physical Luther Forest Technology Campus (LFTC) is location at the University for many of the a 1,350-acre forested site that completely academic and industry partner facilities generated surrounds the STEP site. Its development is by Albany NanoTech programs. The CESTM being planned and undertaken by SEDC, campus includes significant R&D facilities and NYSERDA’s partner in STEP. Many elements of incubation space. infrastructure development are being planned in coordination for the two sites, which are expected to generate market synergies. Of great advantage and interest is the fact that the Semiconductor Industry Association (SIA) recently identified LFTC as the best place in the world for location of chip fab facilities. Albany NanoTech complex with Business Incubator/Technology Accelerator on left, 300 mm wafer R&D fabrication in center and existing 200mm wafer R&D facility on right. The University at Albany East Campus Located at the former Sterling Winthrop complex in East Greenbush, New York, the University at Albany's East Campus brings together modern office space and high-tech laboratories in a venue that maximizes the Capital Region's research and development strengths. The facility's mixed-purpose buildings provide an interactive, dynamic environment for uniting the University's educational, scientific, and economic development capabilities with those of industry and other research institutions. Figure 5: LFTC Land Plan STEP Master Plan Page 11
    • Rensselaer Technology Park RensselaerTech Park (RTP) represents able Regional Real Estate Market and immediate Anecdotal/Informal Information competition for STEP. Based on conversations with local commercial broker sources, business sites in Albany recently With 200 acres were experiencing an overall vacancy rate as high remaining to build out as 15%, whereas the “normal” vacancy is 5%. As and some immediately the market has been weak, and specifically due to available space (at 90% the vacancy rates, new class A office space that occupancy), RTP should be renting for $15.00 to $16.00 triple net represents a mature per RSF, has been renting recently for as low as tech park with a high level of existing activity that $10.00 per RSF. Industrial space typically has will be a serious option for companies considering been renting at $4.00 to $6.00 triple net per RSF, STEP as a business destination. and has been as low as $3.00. RTP’s multi-tenant buildings are one-story, In Saratoga County, the commercial market steel frame with flexible interiors (24 SF x 36 SF mirrors that of the City of Albany. In Malta, the bays). Rents for this “good Class B” space are in market for commercial office space is dominated the range of $10.00 to $12.00 per Rentable SF by one major user, the State Farm Insurance (RSF). The Park’s Director believes that the complex on Route 67, approximately 2 miles west region is nearing saturation for incubator facilities, of STEP. with the exception of expanding activity in nanotech and biotech commercialization. Capital Region Summary—Industrial Market2 Overall, industrial vacancy for the entire Harriman State Office Campus Capital Region increased from 8.7% in 2001 to This is a large redevelopment site in Albany 11.5% in the1st quarter of 2003. The increase that will be available due to relocation of state reflects the national vacancy average of 11.5% government offices. A significant focus will be (as of 4th quarter, 2002). R&D companies, but not necessarily those focused on energy and environmental Available inventory increased to 6.7 million SF technologies. The competitive advantage of the in January 2003. The class A, B and C vacancy Harriman campus site, when it goes into active rate increased to 11.5%, up from 9% during spring development, is its excellent urban location in 2002. Lease rates for Class A industrial space Albany, including adjacency to the University. average $4.00 to $6.00 per SF. Improved land prices along the I-90 and I-87 intersection area averaged $60,000 to $65,000 per acre. Occupancy within the I-90/I-87 corridor remains stable despite the overall vacancy upswing. A growing number of companies have discovered that these outlying areas (relative to the Albany urban market) are both cost-effective and strategically positioned for overnight access to major Northeast US/Canadian population center In planning now, the Harriman State Office Campus will be redeveloped as a mixed-use business site. Exhibit 3 contains more information about these regional sites. 2 CB Richard Ellis, Market Index Brief, Mid-Year, 2003 STEP Master Plan Page 12
    • Four Building Blocks of Market Strategy 4 Building Blocks of Market Strategy 1. Target Industry Segments INTEGRATED + MARKET STRATEGY State Farm Insurance is the largest office use in 2. Company Life Cycle/Stage Identity & Image Malta, and the company has downsized recently. Ties with NYSERDA + Programs Capital Region Summary—Office Market3 3. U-Albany & Other Partner Marketing Materials In October 2002, suburban office vacancy swelled to an all-time high of 12%. Since, then, Relationships Outreach/Sales Tactics the vacancy rate has moderated slightly, to 10.3% Pricing/Packaging in the suburban market and 8% in the Albany + Prospect Cultivation Central Business District (CBD). Absorption has 4. Real Estate Factors been light and there has been virtually no new construction added to the existing market. The typical user profile has been small- to medium- sized (2,000 to 5,000 SF) tenants. Figure 6: Four Components of Market Strategy As of spring 2003, available inventory in the Albany CBD was 492,000 SF. The suburban For each of these four building blocks, the available office market inventory was 1.3 million STEP strategies are as follows: SF, of a total inventory of 12.9 million SF. By Target Industry Segments The range of asking lease rates for class “A” Within the general focus of STEP on new office space in suburban areas currently is from clean-energy and environmental technologies, $15.25/SF to $20.50/SF. In the Albany CBD, the specific segments for targeted marketing will be: range is $19.00/SF to $22.50/SF. ∇ Energy applications of advanced According to the most recent available CB materials/nanotechnology Richard Ellis data, the Albany CBD vacancy rate for the immediately ended quarter is down to 8% ∇ Alternative energy sources and the suburban market is down slightly to ∇ Energy power/electronics 10.3%. ∇ Energy deployment programs New construction in office and industrial ∇ Advanced energy products space markets is relatively non-existent. While ∇ Transportation technologies there are projects “on the drawing boards,” there is no new construction underway in the regional ∇ Renewable energy market place. technology/products ∇ Environmental technologies. By Company Life Cycle/Stage of Development All market analysis information suggests the idea that STEP’s best niche in the market place will be for early growth stage companies, from 3 Ibid. bench-scale R&D to manufacturing scale-up STEP Master Plan Page 13
    • activities. Therefore, by stage of company the traditional “below market” lease development, the market strategy will emphasize rates offered by older incubators these stages, but not entirely to the exclusion of ∇ Range of technology and business other stages of company/product maturity. The support services provide by life cycle strategy is as follows: NYSERDA, NYSERDA’s partners, and other consultants. Growth Stage—Major Focus As STEP’s major market strategy focus will be on scale-up and growth stages of companies or By Partnership Relationships products, in a sense, all of STEP will be University at Albany/Albany NanoTech conceptually an “accelerator.” Strategy elements The University at Albany and, in particular, its are to: Albany NanoTech, are effectively NYSERDA’s lead partner for science, technology, and ∇ Identify such companies or products commercialization activities relating to STEP. via NYSERDA R&D grant programs and other company relationships Elements of the partnership between NYSERDA and the University and Albany ∇ Collaborate directly with U-Albany and NanoTech will include the following. Albany NanoTech to capture growth of energy-related companies that ∇ To the degree feasible, some locate initially in the CESTM campus NYSERDA program funding will be and outgrow their stay there focused toward STEP and CESTM ∇ Partner with NY State CAT centers, companies. universities and incubator programs ∇ NYSERDA and Albany NanoTech will to identify growing companies in their be partners to raise funds for common sites that, by their business focus, use development (e.g., scale-up or would be suitable relocation or demonstration) facilities at STEP (see expansion candidates for STEP. next bullet). Mature Companies—Small to Medium Scale ∇ The partners will coordinate certain STEP also will accommodate a more limited marketing materials, message, & focus on mature companies/products, although outreach to non-NY State prospects this will not include very large-scale plants. ∇ NYSERDA, the East Campus, and Albany NanoTech can develop a ∇ Ideally, STEP will be in a middle “business-development-without-walls” position between early-stage sites partnership—each providing support (Albany NanoTech and other to the other’s client companies in: incubators) and sites for mature users (LFTC). Technology development ∇ Ideally, STEP will succeed in growing Business development and financing some companies from scale-up stage Product marketing. to larger enterprises that are suitable SEDC and LFTC for relocation and expansion into SEDC is effectively NYSERDA’s economic LFTC. development marketing, business services, and Start-Ups and Incubation Strategy outreach partner for STEP. In addition, The STEP market strategy will include a NYSERDA and SEDC are partners in some land moderate to limited focus on true start-up or very and infrastructure relationships. early-stage companies (partially in collaboration Elements of the partnerships strategies with Albany NanoTech). related to market strategy are: There may or not be a specific facility that is considered an incubator, per se. Instead, the ∇ The partners will coordinate message incubation strategy at STEP will consist of: and materials for marketing, particularly for out-of-state prospects. ∇ Normal or “market” or achievable lease ∇ The partners will cross-market, to be rates for leased space—rather than able to offer prospects an STEP Master Plan Page 14
    • unparalleled range of business therefore, will need to include, as much as location options. possible, such shared spaces as: Other New York State Universities/Training ∇ Conference rooms/training space Centers/CAT Centers and Incubators ∇ Capacity for exhibit/showcase space All the other knowledge institutions and specialized R&D centers in the State are ∇ Shared business and A/V equipment potentially marketing partners in several ways. ∇ Food service & amenities. ∇ Selected partnering in fundraising and Desired Building Features development of collaborative centers Based on market evidence, which indicates or institutes that prospects seek more than generic space, the ∇ Shared global marketing activities— initial STEP facilities that are built speculatively focused on New York State and will need to include special capabilities such as: growth of its energy and ∇ Loading dock environmental technology industry ∇ Gases and special air handling segments ∇ Extensive or redundant electrical ∇ Captured growth from other incubators capacity of energy-related companies in a manner not threatening to the ∇ Broadband connectivity. success of these partners High-Tech Look and Adirondack Heritage ∇ Work force development partnerships. In addition, for the market strategy, some consideration needs to be given to the “look” of By Real Estate Factors facilities in expressing a “high tech” place. In the Achieving “High Value” opinion of Albany NanoTech’s leadership, this is All real estate factors in the market strategy an important factor in attracting partners to are functions of what the market perceives the CESTM: The buildings at the CESTM campus product to be in relation to cost or value and consciously express high tech in their design. market comparables. At the same time, there are good reasons to Increasingly, the market is learning to assess reflect the STEP site’s Adirondack heritage in location options based on value, rather than cost, building design. It will take some creativity to where value represents the relationship between address these two design themes in STEP what total benefits you get for the rent you pay. facilities. STEP facilities will be designed to achieve Sustainable Facilities Design high-value. They will need to be moderate in cost, There was some evidence that facilities not sumptuous in finish, but well-provided with designed as green or sustainable are of interest to functional features and space flexibility. Very the market, although it is not clear that the market importantly, STEP will prove value not only with would pay considerably more in rent for those several of these real estate factors, but also by features. Market response aside, it is an the services and relationships that add value to a important cultural element and objective for STEP location. NYSERDA to demonstrate leadership in energy and environmental strategies in the physical Shared Facilities—Market Emphasis on Multi- development of STEP. Tenant Buildings The market analysis confirmed that availability As there are no comparable green properties, of shared facilities in multi-tenant buildings, a it is not possible to predict market response. In feature in competitive technology parks, is fact, NYSERDA may find that its market is willing considered very important by prospects. This to pay premiums for the special character of the confirms that much of STEP’s build-out should be site. However, for mission reasons, in the event geared to flexible multi-tenant buildings, with a that market response to the costs involved in mix of office, lab, and high-bay space for testing, sustainable design is negative, NYSERDA will prototype development, and light manufacturing. consider ways to fund the required cost Speculative multi-tenant facilities in STEP, STEP Master Plan Page 15
    • premiums, and will benefit in the long run from Malta/Saratoga County Empire Zone. operating savings. Approximately 29 acres of Saratoga County’s Empire Zone in Malta are within the STEP site, A Focused, Purposeful Business Community generally surrounding the existing facility, and in a Unique “Green” Experimental Site within the first neighborhood planned for Beyond the market value of green buildings development. Empire Zones can be revised that meet LEEDStm requirements, the STEP annually; they will be revised to ensure that the market strategy should position the entire Zones fit the Land Plan and development phasing. development as a truly unique experimental green site, including enacting cutting-edge ideas. Thus, STEP will be a living laboratory for testing and showcasing, on a large scale and in a live development project, new ideas in energy efficiency and environmental sustainability, e.g., ∇ Atypical treatments of energy systems for the site and its buildings ∇ Self-generation of power ∇ Experimental systems for re-using gray water in the site ∇ Innovative solutions to storm water. Lease Rates and Occupancy Costs Lease rates and total occupancy costs will be driven largely by construction, financing, and operating costs. Public subsidies usually are required in the first few buildings in a new technology park, to bring down lease rates. Figure 7: Empire Zones in Malta Eventually, when the Park has momentum and value is more apparent to prospects, lease rates typically can be higher. In effect, the Park creates Thus, benefits of locating in an Empire Zone its own “market” levels of cost. will be available to some STEP companies. They include: In the first several buildings (Phase 1 or Neighborhood One), STEP should attempt to ∇ Sales Tax Exemptions, 10 years achieve lease rates that are not too far above ∇ Real Property Tax Credit, refunded those of comparable properties, benchmarking against business taxes, based on primarily to CESTM and RTP. This would mean increased employment, up to 10 that per RSF costs in the range of $10.00 to years $15.00, for basic space, would be desirable. ∇ Tax Reduction Credit Incentives ∇ Wage Tax Credit, 5 years, for newly Synergy of STEP and NYSERDA Programs. created jobs NYSERDA will use its R&D Program to recruit ∇ EZ Investment Tax and Employment companies for STEP and to help those companies Incentives Credit, up to 19% of develop and commercialize clean-energy eligible investment technologies and products. NYSERDA will use its ∇ New Business Refund, 50% cash SBC programs, such as the New Construction refund of unused EZ-WTC and ITC Program, the Commercial/Industrial Performance Contracting Program, and the Smart Equipment ∇ Utility Rate Savings. Choices Program, to provide further incentive for companies to relocate to STEP. NYSERDA will continue to use its contacts within the State to forge public and private partnerships to help leverage additional funds for investment. STEP Master Plan Page 16
    • Albany Regional Chamber of Commerce. ∇ Environmental Research. Economic development programs administered by Environmental Research and the Albany Regional Chamber of Commerce Development (ESU) provides financial include the following: assistance for research, development and demonstration projects for ∇ Entrepreneurial Assistance Center pollution prevention in amounts up to Loan Fund (for fixed assets and $200,000 for small companies. working capital, maximum loan is $25,000) ∇ Small Tech Businesses. The Small Business Technology Investment ∇ AL Tech Loan Fund (for working Fund (SBTIF) provides venture capital capital, maximum loan is $300,000) funding for high-tech companies. ∇ Al County/NY Business Investments range from $50,000 to Development Corporation Loan $500,000 Fund (for fixed assets and real estate, maximum loan is $100,000) Summary—STEP Market Position ∇ Capital Business Assistance Fund By its focus on clean energy and (bank financing for mixed use, environmental technologies, STEP is a unique maximum is $230,000) business site, planned with true focus on ∇ SBA and SBA 504 (for capital industries that, if co-located, can create important equipment and working capital, synergies that advance their individual business maximum SBA portion of loan is $1.3 success and stimulate growth of these industries million) in New York. Other NY State Economic Development STEP is not only a real estate destination: It Programs. Other incentives are available. Tax also is a fully integrated knowledge community. related programs include: As its overall market position, STEP offers: ∇ Investment Tax Credit (ITC) provides ∇ A 280-acre green laboratory for testing up to 5% for investments in and showcasing innovations in clean- production equipment and property. energy and environmental ∇ Research and Development Tax technologies Credit provides up to 9% corporate ∇ A campus-like environment, designed tax credit for investment in research to support communications and and development facilities. interactions, and a sense of high- ∇ Sales Tax Exemptions are for energy purchase of production machinery ∇ Multi-tenant buildings with flexible and equipment, research and space and occupancy options at costs development property, or fuels/utilities that represent high-value used in manufacturing and R&D. ∇ Shared facilities for conferences, ∇ Real Property Tax Abatement is a10- testing, and other activities year property tax abatement for expansion and improvement of ∇ State-of-the-art telecommunications commercial property. ∇ A high tech physical look and design Other programs include: and/or an Adirondack heritage design ∇ Workforce Development. Training ∇ Access to programs, funding, and Assistance Funding for up to 50% of relationships of NYSERDA training costs including on-the-job- ∇ Access to technology training, consortia projects and small commercialization and science and business training. technology resources of the ∇ Loan Discounts. The Linked Deposit University at Albany, including Albany Program is an assisted bank financing NanoTech and the East Campus up to $500,000 for small companies. STEP Master Plan Page 17
    • ∇ Access to the expertise, services, financing services of SEDC ∇ Empire Zone benefits, through the Town of Malta/Saratoga County, and other New York State business incentives ∇ An entry point into a network of NY State agencies, universities, and centers of excellence, as well as business-to-business relationships with innovating companies. STEP Master Plan Page 18
    • 5—LAND PLAN Chapter 5 summarizes the STEP land plan. The Regional Context The 280-acre STEP site is located five miles south of Saratoga Springs and 23 miles north of Albany, in the Town of Malta, NY. The site is essentially undeveloped, except for a road and one building which has been in use for decades as an R&D facility. The STEP site includes some of Saratoga County’s Empire Zone areas that are within the Town of Malta—about 29 acres surrounding the existing building. STEP’s “region” is accessible from Route 87, and a 30-minute drive from Albany’s airport. The site is close to many tourism destinations like Saratoga Springs. Figure 8: The Regional Context for STEP Planning Principles The goal is to establish STEP as an environment specifically designed to meet needs of young, knowledge-based businesses. In addition, STEP will demonstrate a comprehensive array of sustainable design features, and ideally will be itself a “laboratory” for sustainability. The overall design principles embodied in the Land Plan include: Aerial View of STEP Site ∇ Respect for the natural setting ∇ Recognition of the Adirondack heritage Malta and the surrounding towns and areas of Saratoga County are wonderful communities with ∇ Creation of active and passive activity convenient access and high quality of life. zones and recreation features Saratoga Lake and many other recreational ∇ Establishment of common core amenities are nearby. facilities, including those for the energy sector (electric generation, As Figure 8 shows, STEP is largely encircled chilled water, steam, fuel storage by the planned development site for LFTC. There capacity) and those for the sanitary are planned residential and other developments in sector (potable water, gray water, adjacent and nearby properties. treatment and recycling) ∇ Provision of a Knowledge Community Center featuring shared resources and incidental uses such as conference facilities, retail food, and day care, to serve the needs of the STEP tenants. Sustainable design features utilized at STEP will provide both a marketing feature and long- STEP Master Plan Page 19
    • term operational savings. Creation of a features” on its outside edge. There are knowledge community will provide focus and significant setbacks along all borders of the site momentum and a sense of place. The design of except the contiguous border with LFTC where a STEP will help create a high-energy location closer physical connection is desirable. where collaboration and shared resources will A southwest portion of the site is established distinguish it from other potential locations. as a more “public” zone including the existing A concentration of knowledge-based STEP facility and potential for two additional enterprises will form critical mass that will buildings, the Knowledge Community Center and accelerate its growth. a large open space. The public zone establishes that section of the loop road as the visitor The Physical Plan office/lab “light traffic zone.” It may be desirable therefore to establish the northeast portions of the Figure 9 is the Land Plan overview. neighborhoods as the preferred location for pilot Organization of the Site plant and scale-up facilities. This appears also to coordinate with overall land use patterns at LFTC. The site is organized by a loop road which forms the boundary of the major building zones on its inside edge and open space and “public The Land Plan for STEP is coordinated with and complementary to the LFTC Land Plan; however, STEP has been designed to be able to proceed completely independently from LFTC. Figure 9: The Land Plan STEP Master Plan Page 20
    • and to allow visitor entrance and turnarounds to The Buildings be provided to each neighborhood. While this is Organization not the most desirable orientation, it is acceptable There are five neighborhoods in the STEP as the second most advantageous one. Plan. Two of them—the existing STEP building Additional buildings located adjacent to the and two potential buildings and the Knowledge existing building are oriented to form a Community Center—are located in the public relationship with the existing building; buildings in zone. The other three neighborhoods are located the Knowledge Community Center are aligned within the loop road and represent the most with the road. significant portion of the development. The buildings are organized to create Scale identifiable places and outdoor courtyards that are The buildings are clustered closely in order to pleasant and that will induce pedestrian activity form properly scaled outdoor “people places,” to and informal meetings. All parking is located achieve a campus-like visual impact, and to between the neighborhoods and will be shared by conserve a meaningful open space around each all buildings, allowing parking efficiency and neighborhood. Single-story to three-story potential reduction in the total number of parking buildings are assumed in the pro forma; however, spaces. This will increase open space and it would be advantageous to build four-story decrease runoff, an important feature in buildings. Multi-story buildings are desirable sustainable design. Orientation of parking areas because they offer more design opportunity, is at 45° from most of the buildings, which helps to achieve an effective scale to create memorable define outdoor areas that are usable and neighborhoods, and conserve land and reduce interesting. coverage, important from a sustainable design standpoint. All buildings will be subject to design guidelines, which should be established concurrently with design of the initial buildings. Scale, accessibility, use of design features and materials that allow buildings to relate to one another and the physical response to the Adirondack heritage—as well as elements that suggest “high tech,” if possible, will be among important subjects in the design guidelines. Buildings generally will range in size from approximately 40,000 SF to approximately 100,000 SF, although some buildings will undoubtedly be smaller and some larger. This size/scale is appropriate for multi-tenant buildings because this range represents both a minimum size that is efficient to build and a size that requires less time to lease up than significantly larger buildings. Because these buildings are Figure 10: Typical Building Cluster clustered into neighborhoods, they have a greater impact than if they were isolated buildings, and Orientation there is the potential for companies to The buildings within the loop road are conveniently expand in multiple buildings within organized on a north-south axis with the short the same neighborhood. facades facing east-west and the long facades facing north-south. This is the most Public Features advantageous orientation for energy use and thus It is important to create community facilities contributes to sustainable design. for STEP tenants. These include shared common Several of the buildings are oriented with the business facilities and convenience retail that long façade facing northwest, to create interest provide places to meet other STEP tenants and STEP Master Plan Page 21
    • that create a sense of place. Conference It is assumed that natural gas and facilities, as well as day care facilities, also are telecommunications will be provided on-site from common in knowledge-based communities. In existing services in the area. STEP will provide addition to building a sense of community, such centralized storm water control facilities and will facilities limit use of automobiles, which is an take advantage of new passive storm water important feature of sustainable design. control features, to minimize run-off. The storm water facilities will be phased, along with The Site and Infrastructure development of the various neighborhoods. Common Core Facilities Gray water irrigation will be provided as part Although significant feasibility analysis is of the development of each neighborhood. required, the STEP plan is designed to accommodate on-site common core facilities. Roadways These include provision of chilled water and Traffic and highway phasing is very important steam, as well as the potential for electricity and STEP has been designed to be flexible, to generation. These facilities are organized within proceed independently from LFTC, and to be the “energy sector.” coordinated with it. On-site common core facilities within the Based upon the Town of Malta’s traffic “sanitary sector” might include potable water pre- analysis, STEP can complete its build-out of treatment, gray water irrigation, and wastewater 1,250,000 SF utilizing its current connection to treatment and recycling. The location of the on- Dunning Street, as shown in the Dunning Road site common core facilities has not yet been access graphic, Figure 11. The roadway system determined. in STEP will be a closed loop. Site Conditions There are several beautiful ravines and cuts in the site which will be used as part of the site’s recreational amenities. Topography and vegetation generally are conducive to development and there are few steep grades that would impair development. As parking unfortunately will require elimination of many trees, it will be important to replace these trees, to re-oxygenate the environment to the greatest extent possible, in keeping with good sustainable design practices. A review of existing reports regarding STEP, as well as comments in the LFTC’s generic environmental impact statement, reveal no other impacts upon development. Utilities Figure 11: Dunning Road Access During the early phases of STEP It is also possible for STEP to connect to and development, electricity will be provided through integrate itself with the major highway existing service in the area and will be distributed improvements planned for LFTC, although underground throughout STEP. Water will be additional design and coordination work will be provided by a private source and a study should required. In the event this occurs, it is possible, be undertaken to provide firefighting water on-site, although not required by STEP, that STEP’s to use the off-site potable water supply efficiently. current Dunning Street access might be It is assumed that the existing sewer at Dunning abandoned or controlled. This is shown in the Road has the capacity to serve the early needs of Route 9 and LFTC Connector graphic, Figure 12. STEP and that there is sufficient capacity in the sewer treatment plant. STEP Master Plan Page 22
    • Employees and repeat visitors who understand the circulation enter from the loop road directly to the parking lots. Each neighborhood also has two visitor entrances that provide convenient access at a turn-around containing short-term visitor parking. Figure 12: Route 9 and LFTC Connector It is also possible for a Route 9 connector to be created for STEP and this could occur independently from LFTC; however, this will be an expensive undertaking, involving many off-site infrastructure and land acquisition issues. This alternative is shown in the Route 9 Connector and Figure 14: Employee Access Dunning Street, as Figure 13. Figure 15: Visitor Access Figure 13: Route 9 Connector and Dunning Street To limit paved surface, service access to Circulation and Access loading facilities is integrated with employee Circulation on site is organized for efficiency, access, as shown in Figure 16. Facilities clarity for visitors, and separation of certain types requiring major loading docks and shipping of traffic. The objective is to recognize the facilities will be designed with dedicated service importance of vehicular circulation and parking access. and yet realize a pedestrian campus environment. STEP Master Plan Page 23
    • Technical Data Build-Out Statistics The most important statistic is the SF build- out of the site because this generates traffic and use of resources—water, sewer treatment facilities, electricity and gas. For purposes of the Master Plan, the Town of Malta’s November 1999 Traffic Analysis was used to determine the appropriate site build-out. From the analysis, it was concluded that 1,250,000 SF of gross floor area could be constructed, assuming that three off-site highway improvements would be accomplished. The off- site highway improvements, as well as the actual trip generations resulting from the specific tenant types and facilities use projected for STEP, must be confirmed. Figure 16: Service Access The Land Plan shows 20 buildings to arrive at Sidewalks are provided within each the 1,250,000 total SF of build-out. For now, one- neighborhood and between neighborhoods, to story, two-story, and three-story buildings are promote pedestrian circulation and enjoyment of assumed, although it would be advantageous to the site. As figure 17 shows, this circulation not build four-story buildings. Multi-story buildings only ties the neighborhoods together, but reduce footprint and run-off and permit increase in connects them to the Knowledge Community open space. The buildings shown in the Land Center, the ravine, and the open space. Plan are summarized in Figure 18. Figure 18 STEP Build-Out Statistics Proposed Distribution of 1,250,000 SF # of # of Square Buildings Stories Footage 5 1 156,000 10 2 625,000 5 3 469,000 Note: The Land Plan permits buildings of up to 4 stories; however, for the purpose of these initial calculations, buildings up to 3 stories were assumed. Coverages Coverages in the Land Plan are summarized in Figure 19. The Land Plan results in 23% impervious surfaces and 77% open space. Figure 19 Figure 17: Pedestrian Circulation Summary of Proposed Coverages Site (Acres) 280 Site (SF) 12,197,000 Building Coverage (SF) 714,000 Roadway Coverage (SF) 840,000 Parking Lot Coverage (SF) 1,260,000 Total Coverage (SF) 2,814,000 Impervious Surfaces 23% Open Space 77% STEP Master Plan Page 24
    • Phasing opportunity for those companies currently located in the existing building. STEP will be phased carefully, to control the cost of infrastructure and to carry out development efficiently. Phase 1 will be closest to Dunning Street and infrastructure will be installed to it, with provisions made to extend services for subsequent neighborhoods. Phasing also must coordinate with off-site highway improvements, as well as take into account efficient sizes to permit provision of on-site core facilities. Phase 1 Overview Figure 20 shows Phase 1 of the Land Plan, constituting the first neighborhood. Neighborhood One consists of four projects, some of which may be comprised of multiple buildings, all totaling to 400,000 SF. The initial project is conceived as a 100,000 SF project because that is what is required to provide central chilled water efficiently. Next should be a 50,000 SF project, resulting in 150,000 cumulative SF. This is the maximum Figure 20: Phase 1 of Land Plan—Neighborhood One number of SF that can be accommodated with the Although the types of businesses targeted for initial off-site highway improvement. The next STEP are always price-sensitive and there are a project is intended to be 140,000 SF, which variety of discounted location options available in results in 290,000 cumulative SF, the minimum the current market place, it is important that the necessary to establish an initial incremental initial project reflect the ultimate value and quality energy generation plant at STEP efficiently. A envisioned for STEP. Unless the first project does final project is envisioned to be approximately so, it will not be possible for subsequent projects 110,000 SF, which will complete build-out of the to easily improve the image. The first project will initial neighborhood. set the design content for all of STEP and in fact should be the basis for creating design guidelines Importance of the Initial Project for the Park. The initial project in Neighborhood One is sized to permit an effective, efficient construction Phase 1 Road Build-Out program to cover the needed investment in Figure 21 shows the road build-out plan to infrastructure and to permit the initial phases of support Neighborhood One. incremental on-site common core facilities. The initial project also must perform several additional important objectives for STEP. The facilities must be flexible enough to accommodate a variety of user needs ranging from laboratory space to office space to test bed facilities. We currently envision one building for laboratory and office space and a second building to accommodate test-bed needs, as well as the potential for assembly and light manufacturing. These buildings will be located in proximity to the existing building, to help create a sense of community and to focus the actual build-out as well as its momentum. This location also will provide an attractive and convenient expansion Figure 21: Road Build-Out, Neighborhood One STEP Master Plan Page 25
    • purposes. There are many assumptions. For 6—CAPITAL COSTS AND FINANCING example, off-site infrastructure costs are Chapter 6 provides capital costs, a trial pro placeholders, pending advice from other forma and an outline of financing strategies. consultants to NYSERDA. All costs are based upon experience and must be confirmed by a detailed cost estimate that would be based upon Capital Costs Summary actual design documents. The Capital Cost Summary, presented in Figure 22, is an order-of-magnitude cost analysis Also, all costs are presented in current dollars, presented for discussion and comparative without escalation, and rounded. Figure 22 Capital Cost Summary Square Footages for Building Clusters and On-Site Common/Core Facilities and Estimated Total and Unit Costs (rounded) Phase 1 First Project Phases 2 and 3 Total Neighborhood One* Buildings (SF) Office 30,000 135,000 285,000 420,000 Laboratory 30,000 135,000 285,000 420,000 Pilot Plant 25,000 55,000 185,000 240,000 Incidental Use 5,000 15,000 60,000 75,000 Conference Center 10,000 30,000 35,000 65,000 Business Center 0 30,000 0 30,000 Total 100,000 400,000 850,000 1,250,000 On Site Common Core Facilities Chilled Water (TONS) 586 5,100 1,867 6,967 Power Generation (KW) 0 2,000 1,000 3,000 Boilers (BHP) 152 1,424 470 1,894 Gray Water (GPD) 1,013 9,344 3,081 12,425 Waste Treatment (GPD) 1,266 11,680 3,852 15,531 Haz Mat (LBS) 3,000 28,200 9,300 37,500 Cost Direct Cost Off Site Infrastructure $20,000 $1,006,000 $1,132,000 $2,138,000 On Site Infrastructure 343,000 1,284,000 1,886,000 $3,170,000 On Site Common Core 2,049,000 9,419,000 16,880,000 $26,299,000 Facilities Site Improvements 450,000 1,800,000 3,825,000 $5,625,000 Base Building Core & Shell 6,000,000 24,000,000 51,000,000 $75,000,000 Tenant Improvements 5,403,000 23,596,000 48,987,000 $72,583,000 Indirect Cost Summary 4,279,000 18,332,000 37,113,000 $55,445,000 Contingency 1,426,000 6,111,000 12,371,000 $18,482,000 Factor for Escalation 0 0 0 $0 Total $19,970,000 $85,548,000 $173,194,000 $258,742,000 Unit Cost $200 $214 $204 $207 *The statistics for Phase 1 (Neighborhood One) include the statistics for the First Project. STEP Master Plan Page 26
    • Capital costs are included for the on-site The Capital Cost Summary assumes that a common core facilities. It is assumed that user standard base building core and shell can be fees will cover the cost of debt service as well as constructed for $65.00 per SF. An assumed operations of these facilities. As on-site common $8.00 has been removed from this cost, due to the core facilities will replace cooling and steam on-site common core facilities and $3.00 has been systems that otherwise would be provided with added to accommodate elements of sustainable each individual building, the projected capital cost design. This results in a cost of $60.00 per gross for individual buildings has been reduced by $8.00 SF for the base building core and shell. per gross SF. These savings are assumed to The estimated unit costs for tenant offset a STEP common area maintenance charge improvements (TI) are applied against the Usable for the on-site common core facilities, so that the Square Feet (USF) in each building and are economic impact on the building is neutral; summarized in Figure 23. however, because the on-site common core facilities will be energy-efficient, STEP tenants Figure 23 should enjoy the resulting lower operating costs. Cost of Tenant Improvements (TI) Figure 22 summarizes the square footage and Space Type $ per USF for TI uses assumed in the first project; the square Office 30.00 footage in Phase 1 (or Neighborhood One), which includes the first project; the combined square Laboratory 150.00 footage in subsequent neighborhoods, as Phases Pilot Plant 20.00 2 and 3; and the total square footage. Retail 30.00 On-site common core facilities are not Conference Center 35.00 included in the SF totals because they (arguably) Business Center 35.00 would normally be off-site (in the case of electric generation) or on the rooftops of buildings (in the case of chillers). These facilities therefore are expressed not as square footage, but as Trial Pro Forma Summary increments of use—tons of chilled water, kilowatts A trial pro forma has been developed for of power generation, etc. Phase 1 (Neighborhood One) at STEP, to determine the amount of rent that might be Figure 22 also summarizes the total project necessary and to explore the cost of capital cost for STEP in the same categories as the requirements. square footage summaries. As with the Capital Cost Summary, this trial Direct costs represent the actual cost of pro forma should be viewed as illustrative or construction, including contractor mark-up, order-of-magnitude estimates, for comparative overhead, and profit. Indirect costs include all purposes only, and as a beginning to more those additional costs necessary to carry out the detailed pro forma analyses for specific projects. construction, such as fees, insurance, permits, testing and inspection, financing issuance, The trial pro forma assumes that Phase 1 will construction period interest costs, and be comprised of four projects, which may be more contingency. than four buildings. Figure 24 summarizes these projects and hypothesizes that significant grant The direct costs for the buildings themselves money or deferred loans will be available in the assume that the design and cost for the base initial project, to support the upfront costs to building core and shell is the same for each develop STEP and to control rent for market building type. This will result in a uniform and reasons. Rents in the range of $8.00/SF to consistent appearance throughout STEP. The $15.00/SF are assumed, and a vacancy rate cost to fit-up the interiors of these buildings is assumption of 10% is applied. different for each building type and this is what results in the cost differentials between uses. All numbers in Figure 24 are rounded. STEP Master Plan Page 27
    • Figure 24 Trial Pro Forma for Phase 1 (Neighborhood One) Project 1 Project 2 Project 3 Project 4 Total PROJECT COSTS DIRECT COSTS Off Site Infrastructure $20,000 $0 $986,000 $0 $1,006,000 On Site Infrastructure 343,000 321,000 273,000 347,000 $1,284,000 On Site Common Core Facilities 2,049,000 850,000 4,016,000 2,505,000 $9,420,000 Site Improvements 450,000 225,000 630,000 495,000 $1,800,000 Base Building Core & Shell 6,000,000 3,000,000 8,400,000 6,600,000 $24,000,000 Tenant Improvements 5,403,000 3,799,000 7,472,000 6,923,000 $23,597,000 INDIRECT COSTS Summary 4,279,000 2,458,000 6,533,000 5,061,000 $18,331,000 Contingency 1,426,000 819,000 2,178,000 1,687,000 $6,110,000 Factor for Escalation 0 0 0 0 $0 Total $19,970,000 $11,472,000 $30,488,000 $23,618,000 $85,548,000 Unit Cost $200 $229 $218 $215 $214 SOURCE OF FUNDS Deferred Loans or Grants $9,000,000 $0 $0 $0 $9,000,000 Specialized Funding 4,750,000 0 0 0 $4,750,000 Senior Debt 6,000,000 8,250,000 22,500,000 17,500,000 $54,250,000 Mezzanine Debt 0 3,000,000 7,750,000 6,000,000 $16,750,000 Other 220,000 222,000 238,000 118,000 $798,000 Total $19,970,000 $11,472,000 $30,488,000 $23,618,000 $85,548,000 Revenue Office 12.00 $350,000 $641,000 $1,107,000 $1,573,000 $3,671,000 Laboratory 24.00 699,000 1,282,000 2,214,000 3,146,000 $7,341,000 Pilot Plant 8.00 194,000 194,000 427,000 427,000 $1,242,000 Incidental Use 10.00 49,000 49,000 49,000 146,000 $293,000 Conference Center 15.00 146,000 146,000 437,000 437,000 $1,166,000 Business Center 10.00 0 0 97,000 291,000 $388,000 Chilled Water Facilities Fee 1.00 100,000 50,000 140,000 110,000 $400,000 BGSF to RSF Factor 1.03 Vacancy Factor 10.00% -154,000 -236,000 -447,000 -613,000 -$1,450,000 Total $1,384,000 $2,126,000 $4,024,000 $5,517,000 $13,051,000 Expenses Debt Service Specialized Funding 6.00% 30 $342,000 $0 $0 $0 $342,000 Senior Debt 7.00% 25 509,000 700,000 1,908,000 1,484,000 $4,601,000 Mezzanine Debt 8.00% 15 0 344,000 889,000 688,000 $1,921,000 Other Debt 8.00% 25 21,000 21,000 22,000 11,000 $75,000 Other Non-Reimbursed Expenses 5.00 500,000 250,000 700,000 550,000 $2,000,000 Total $1,372,000 $1,315,000 $3,519,000 $2,733,000 $8,939,000 Annual Net Cash Flow per Project $12,000 $811,000 $505,000 $2,784,000 $4,112,000 Annual Consolidated Net Cash Flow $12,000 $823,000 $1,328,000 $4,112,000 STEP Master Plan Page 28
    • For STEP, early development of multi-tenant Financing Strategies facilities will need to be supported by an For STEP development, it is important to note engineered mix of commercial financing with that, while NYSERDA is a large organization, sufficient creditworthy pre-lease or NYSERDA most of its funding is restricted to established support to induce the equity and/or debt. programs and purposes. Consequently, internal funding available for Economic Development Single-User Facilities Programs, including STEP development, will be NYSERDA’s experience with STEP is limited. expected to be similar to that of other projects with Following is an outline of general concepts for similar missions in knowledge-based economic sources of financing by types of facilities. In development, in that the number of facilities, at reality, each project will require a highly least in early phases, that are built-to-suit for specialized plan of financing and, most likely, a large-scale, single users will be limited. In this mix of funding sources. case, LFTC is intended to be a destination for large-scale users. If/as such opportunities arise Infrastructure that are suitable for STEP, such facilities may be self-developed by the corporate user, or For technology parks, the most typical developed by NYSERDA for the user. Financing approach to financing new infrastructure is US will be dependent upon the tenant’s credit. EDA grants with matching state, local government, or sponsor funding. This is the proposed approach for STEP, with NYSERDA providing a portion of the matching funds. Common or Core Technology Facilities Facilities of this type require special-purpose funding, which may be a mix of federal, state, local, and sponsor funding. Some philanthropic foundation or corporate grants also are possible. This is the proposed funding concept for any large-scale special-purpose building or major instrumentation to be developed in/for STEP. Common Amenities For shared resources and incidental uses, including food service, scaled retail, child care, fitness/recreation, and similar facilities, STEP will seek private sector development and financing. If NYSERDA creates a controlled affiliate, it is possible that that corporation would engage in some of these related businesses and be in a position to finance all or some of such facilities. Multi-Tenant Facilities National experience has proven that the multi- tenant facility, developed at least in part to have immediately available (and therefore speculative) space, is the most critical real estate product to spur build-out of technology parks. And, due to their speculative nature, these also have been, in the experience of all other tech parks, the most difficult facilities to finance. STEP Master Plan Page 29
    • EXHIBITS Exhibit 1—Participants in Interviews and Planning Dialogue NYSERDA Saratoga Economic Development Corporation Kenneth A. Green, President STEP Master Plan Project Management Jon A. (Jack) Kelly, Senior Vice President Hal Brodie, Esq., Deputy Counsel Town of Malta Robert Callender, Vice President for Programs David R. Meager, Supervisor Kevin L. Hunt, Associate Project Manager, Clifford Lange, Councilman Economic Development Paula Rosenberg, Senior Project Manager, Market Analysis Economic Development Industry Survey Participants Administration—Other Harry Apkarian, Chairman and CEO, Trans Tech Stanley Brownell, Facility Manager Systems, Inc. Peter Mahar, Controller and Assistant Treasurer Suresh Bhate, President, Inverters Unlimited, Inc. Peter R. Smith, President John Corey, Clever Fellows Innovation Program/Project Managers Consortium, Inc. Tom Barone, Program Manager, Energy Larry Cioffi (respondent for Hal Cowles, President, Efficiency Services Environmental C & C, Inc. Peter Douglas, R. A., Program Manager, Dr. Robert C. Degeneff, President, Utility Systems Buildings Research Technologies, Inc. Mark Eggers, Program Manager, Energy John Howell, Executive Vice President, Efficiency Services Ebidenergy.com, Inc. Bill Reinhardt, Senior Project Manager, Buildings Ed Johnson, Keystone Monitoring Corporation and Industry Program Dennis Landsberg, PE, President, Landsberg James Reis, P.E., Program Manager, Residential Engineering, PC Energy Affordability Ian Shapiro, President, Taitem Engineering Scott Smith, Project Manager, Energy Efficiency Jeffery D. Wolfe, PE, President, Global Resource Services Options Gunnar Walmet, Director, Buildings and Industry Ira S. Rubenstein, Executive Director, Programs Environmental Business Associates of NY David Young, Manager of Computer Systems Don Prohaska, President, Fucellco, Inc. Dr. Richard Gibbs, Director, Bureau of Mobile STEP Partners Sources, NYS Department of Environmental University at Albany and Albany NanoTech Conservation Dr. Michael M. Fancher, Director for Economic John Pilecki, VP, Engineering/Purchasing, Unifrax Outreach, Albany NanoTech Other Market Analysis Sources Dr. David Gilbert, Vice President for Outreach Daniel Kennedy, Chief, Bureau of Special Dr. Pradeep Haldar, Director, Technology Projects, Office of General Services, State of Applications Center New York Dr. Alain E. Kaloyeros, Executive Director, Albany Joseph Larkin, CCIM, President/Broker, Larkin NanoTech and Founding Dean, School of Commercial Properties, Inc. Nanosciences and NanoEngineering, Michael H. Wacholder, Director, Rensselaer University at Albany Technology Park Dr. Eugene Schuler, Associate Vice President for Research and Director, Technology Legal Counsel Development Brendan Chudy, Esq, Harris Beach Shawn Griffin, Esq., Harris Beach Alice Kryzan, Esq., Harris Beach STEP Master Plan Page 30
    • Exhibit 2—Market Analysis—Industry Survey Questions and Summary of Responses Question 1. Please tell me about your company including the nature of the business (product/service/process), current employment and skill mix? Company size range from a company of 1 (2 of those surveyed) to a maximum of 25. One company chose not to give size and the NY DEC has over 4,000 employees (not significant to this survey). Average size of companies responding = 8.3 employees Product range included Sensors for highway construction mfg 1 Cooling devices for semiconductor mfg 1 Energy related products/alternatives consulting 5 Environmental consulting 1 Power supply Mfg 1 AC/DC inverters Mfg 1 Electronic Sensor mfg 1 State Environmental Agency 1 Incubation/investment 1 Photo voltage devices mfg 1 Fuel Cell Mfg 2 TOTAL Companies Interviewed 16 Question 2. What is/are your current business location(s) and what is the primary facility use at each location (office, mfg, lab etc)? Schenectady (3) Troy Albany (4) Niskayuna Ithaca West Henrietta NY Clifton Park (2) Strafford VT Boston MA Tonawanda NY Question 3. What are the reasons on which you based your decisions regarding your current business location? Close to GE R&D Close to hwy access, NY Empire Zone Proximity to Capitol region Low cost space (2) Operating out of home (4) Close to SUNY and NYSERDA Proximity to University RPI Incubator and University Support RPI and State Government Access to capital $$ Access to market in NE US, Quality of life (2) Low cost power Niagara Falls region STEP Master Plan Page 31
    • Question 4. Based on your current situation and anticipated needs, are you planning on expansion or change of location in the foreseeable future? 14 yes 2 no 1 no commitment Question 5. If “yes,” what (location, cost, amenity) factors govern your company’s decision about where and how to move or expand? Describe location factors critical to your decision making process. Proximity to university resources (6) Highway Passenger rail and/or airport (2) Capital District, Albany area (2) CESTM Complex Cost of facilities (3) Proximity to residence (s) of employees Flexible space (3) Access to capital $$ “Cluster” firm proximity Question 6. As we are planning for the development of the STEP property, what kinds of space configurations, cost structures, amenities and other features would you suggest be considered—if STEP is to be appealing to your company or companies like yours? Malta… high quality of life and quality address (6) Shared conference and meeting rooms (10) Prefer to lease space in multi-tenant or incubator flexible space (4) High Speed internet access (7) Green Building design (2) Shared lab for electronics testing, and other equipment (6) Focus on “knowledge community” (2) Loading Dock (3) Adequate electric service (quality and quantity) (2) Technical assistance, business assistance mentoring (4) Quality AV equipment (3) Business machines shared (3) Adequate parking “Reasonably” priced space (2) Industrial Gases and natural gas (2) STEP “isolated” (3) Alternate fuel test facilities Shared warehousing Question 7. Do you have any other comments or ideas on how STEP should be positioned to be responsive to needs in the markets it is addressing? NYSERDA should assist with financing of fit-up at STEP Build a mini-conference center to showcase new Energy technologies and demo energy alternative technologies like PV and Passive Solar (2) Develop “knowledge community” of energy related enterprises Promote the concept of Incubation at STEP (2) Take steps to overcome “isolation” of site at Malta STEP Master Plan Page 32
    • Relationship with NYSERDA very important…wants proximity to NYSERDA Develop a “green” building concept at STEP Build Incubation facility with entry/exit procedures (2) Provide for set of services to assist tenants including access to capital NYSERDA needs to consider low interest financing programs for equipment purchase Pricing of space must be competitive with market NYSERDA as project partner at STEP Develop targeted facilities at STEP with a focus on regional opportunity (the Hudson River PCB remediation project) with GE/State Government “Compensate” for site location disadvantage with preferential NYSERDA R&D funding opportunities for tenants. (3) Build in mechanism for technical assistance to residents/tenants plus economic development program incentive program liaison. STEP Master Plan Page 33
    • Exhibit 3—Technology Sites in the Immediate Region ∇ Established businesses that can The CESTM Campus utilize East Campus facilities, and The Center for Environmental Sciences and provide mentoring and collaborative Technology Management (CESTM) was support for the incubator program's dedicated in 1997 to strengthen the partnership start-up companies between the community and the area economy. ∇ Companies that offer various CESTM is a comprehensive research facility business services to companies that supports a high-tech incubation program, within the incubator program. state of the art laboratories, flexible office and Market targets for the East Campus include: conference space, access to University faculty, facilities and research equipment. ∇ Biotchnology CESTM is home to the Atmospheric ∇ Biomedical Engineering Sciences Research Center (ARSC), the New ∇ Pharmaceuticals York State Center for Advanced Thin Film ∇ Chemicals Technology, and the National Weather Service Forecasting Office. CESTM also is home to a ∇ Analytical Instrumentation pilot manufacturing/prototyping facility designed ∇ Telecommunications to accommodate the 300-millimeter silicon wafer ∇ Other High-Technology fabrication. The facility will be a shared research development and manufacturing School of Public Health programs include: environment that includes clean room, business ∇ Biomedical Sciences incubation and work force training spaces. ∇ Biometry & Statistics The University at Albany East ∇ Environmental Health & Toxicology ∇ Epidemiology Campus East Campus features include: ∇ Health Policy Management & Behavior. ∇ Easy access from major interstate Regional research facilities include: highways ∇ Transgenic ∇ State-of-the-art laboratories ∇ NMR ∇ Modern office space ∇ DNA Analysis ∇ Spacious conference facilities ∇ Hybridoma. ∇ Access to University faculty expertise ∇ Reception and other support services Luther Forest Technology Campus ∇ Support of the University at Albany's SEDC’s vision for Luther Forest Technology School of Business and Small Campus (LFTC) is to create a “beautiful, Business Development Center secluded, environmentally friendly location in As one of two University at Albany incubator which people can work and recreate in a forest sites, the business incubator at the East setting”. The LFTC is designed to “look and Campus offers an array of services to Capital feel” like a college campus. Region entrepreneurs. Selected summary information about the site Incubator facilities are geared to benefit and its development plan is as follows: three types of participants: ∇ 1,350 acre site (more than 2 square ∇ Newly formed small businesses that miles) would have access to University ∇ Approximately 80% in the Town of faculty expertise and facilities Malta and 20% in the Town of Stillwater STEP Master Plan Page 34
    • ∇ 50% of the site will remain of the University’s Board of Trustees. RPI undeveloped and will include: funded early buildings from endowment. Later 18 acres of recreation areas buildings were conventionally financed. 7 miles of trails Of the 450 developable acres (of 1,250 100-foot forest buffers around total), about 250 acres are fully developed, with development 13 multi-tenant buildings consisting of 425,000 SF of flex space. RPI considers that these Tennis & basketball courts multi-tenant buildings were essential to the More than 600 acres of woodland to success of the RTP. The occupancy rate is 90% remain as “forest managed at present. property” With tenant-owned facilities included, build- 250 acres of lawns and landscaping. out of Phases 1 and 2 is 1 million SF. Phase 3, ∇ Buildings will occupy 150 acres remaining to be developed, is 200 acres. ∇ Water will be taken from the Hudson There are 50 companies employing more River and not Saratoga Lake than 2,200 persons. ∇ New access roads will be built to limit The RPI Incubator Program operates three the impact of traffic facilities totaling 125,000 SF. They include a ∇ Zoning will be Rural Residential and 45,000 SF flex office building, a 52,000 SF wet Industrial lab building and a 35,000 SF mixed-use facility ∇ Major highway access is via NYS in downtown Troy. route 9 and I-87 exits. The site is RTP represents competition for STEP. With located halfway between NYC, 200 acres (1 million SF) remaining to build out Montreal, Boston and Buffalo and is: and some immediately available space (90% 2 miles to exit 12 Interstate 87 occupancy), RTP represents a mature tech park 17 miles to NYS route 7 with a high level of existing activity. 22 miles to Interstate 90 The multi-tenant buildings are one-story, 20 miles to Albany County Airport steel frame with flexible interiors (24 SF x 36 SF bays). Rents for “good Class B” space are in ∇ Rail access is via an Amtrak line 6 the range of $10.00 to $12.00 per RSF. miles west of the site ∇ River access to the Hudson River is The Director believes that the region is 7 miles east of the site nearing saturation for incubator facilities with the exception of expanding activity in nanotech and On-site infrastructure plans include: biotech commercialization. ∇ On-site storm water management ∇ Electric power, 34.5 KVA provided by Harriman State Office Campus New York Electric & Gas The State of New York has embarked on a long-range plan (the “Albany Plan”) to move all ∇ Natural Gas, 8 in. high pressure, state government offices to the Downtown provided by Niagara Mohawk (Albany) office complex. The Harriman site is ∇ Telecommunications, provided by being converted under a master plan to a Verizon technology campus consisting of incubation, ∇ Water, 8 in. private water system laboratory, R&D and office space. ∇ Sewer, 54 in. gravity line provided by A preliminary plan has been drafted by Saratoga County Hamilton, Rabinovitz and Alschuler, Inc. The plan stages demolition, renovation, and new Rensselaer Technology Park construction. At final build out (20 years) the Rensselaer Technology Park (RTP) began 350-acre site will contain 2.7 million SF of space development in 1981, with the first building built employing an anticipated 8,000 workers. Details in 1983. RTP is developed and managed of planned uses are: entirely by RPI, reporting to a special committee STEP Master Plan Page 35
    • ∇ 1.2 million SF of Class A office space Two multi-tenant buildings are planned for the with a technology focus first phase of development. ∇ 525,000 SF of new R&D space It is anticipated that a corporate entity will be ∇ 650,000 SF of Class B office space formed around a partnership of the State of New in renovated buildings York and the University. This corporation will control all development at the site. Title to the ∇ 250,000 SF of R&D space in land will be transferred to this development renovated buildings corporation. ∇ 70,000 SF of food and service- oriented retail. Given complexities of the Albany Plan, the Harriman Campus project will not begin The site is adjacent to the University at implementation for a few years. Once it begins Albany and the vision includes university derived development, it will pose an attractive alternative enterprise start-ups in incubation facilities and for technology companies, given its proximity to expansions locating within a series of multi- the University. It will not, however, be focused tenant buildings. The plan includes renovation on companies in clean energy and of an existing building for business incubation. environmental industries. STEP Master Plan Page 36
    • Exhibit 4—Useful WEB Addresses New York State Energy Research and Development Authority www.nyserda.org University at Albany—SUNY www.albany.edu Albany NanoTech www.albanynanotech.org University at Albany East Campus www.albany.edu/research/TechDev/EASTCAM1.html Saratoga Economic Development Corporation www.saratogaedc.org Town of Malta www.malta-town.org Saratoga County www.co.saratoga.ny.us Harris Beach, LLP www.harrisbeach.com STEP Master Plan Page 37
    • For Information: NYSERDA NY State Energy Research & Development Authority 17 Columbia Circle Albany, NY 12203-6399 USA V: +518 862 1090 F: +518 862 1091 Mr. Robert Callender, Vice President for Programs E: rgc@nyserda.org or Ms. Paula Rosenberg, Senior Project Manager, Economic Development E: pr1@nyserda.org IDEA Partnerships, LLC Mr. William C. Morlok The Belgravia 1811 Chestnut Street, Suite 302 Philadelphia, PA 19103 USA V: +215 564 4002 F: +215 564 4016 E: wc-morlok@ideapartnerships.com or Ms. Eva Klein 503 Seneca Road Great Falls, Virginia 22066 USA V: +703 406 6100 F: +703 406 6101 E: e-klein@ideapartnerships.com
    • ATTACHMENT C GROUND LEASE BETWEEN NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY AS LANDLORD AND [NAME OF TENANT] AS TENANT SITE ONE SARATOGA TECHNOLOGY + ENERGY PARK TOWN OF MALTA, SARATOGA COUNTY, NEW YORK DATED AS OF: __________ ____, 2006
    • TABLE OF CONTENTS PAGE ARTICLE 1 - DEFINITIONS ........................................................................................................2 ARTICLE 2 - PREMISES ..............................................................................................................5 ARTICLE 3 - TERM ......................................................................................................................5 3.1 Term Commencement..............................................................................................5 3.2 Rent Commencement...............................................................................................5 3.3 Duration; Extensions................................................................................................5 ARTICLE 4 B DESIGN GUIDELINES ..........................................................................................5 ARTICLE 5 - RENT........................................................................................................................5 5.1 Basic Rent ................................................................................................................5 5.2 Intentionally Omitted...............................................................................................6 5.3 Additional Rent........................................................................................................6 5.4 Rent to be Net to Landlord……………………………………………………..…6 ARTICLE 6 - USE OF PREMISES.................................................................................................7 ARTICLE 7 - TAXES AND UTILITY EXPENSES ......................................................................7 7.1 Payment by Tenant ..................................................................................................7 7.2 Tenant=s Applications ..............................................................................................8 7.3 Tenant=s Performance ..............................................................................................8 7.4 Apportionment .........................................................................................................8 7.5 Contestation and Review .........................................................................................8 7.6 Refunds and Rebates................................................................................................9 7.7 Taxes Not Included ..................................................................................................9 7.8 PILOT ......................................................................................................................9 ARTICLE 8 - IMPROVEMENTS, REPAIRS, ADDITIONS AND REPLACEMENTS.............10 8.1 Improvements ........................................................................................................10 8.2 Maintenance and Repairs.......................................................................................10 8.3 Additions and Replacements .................................................................................10 8.4 Title to Improvements; Depreciation .....................................................................10 8.5 Condition at End of Term ......................................................................................11 ARTICLE 9 - REQUIREMENTS OF PUBLIC AUTHORITY....................................................11 9.1 Tenant=s Compliance..............................................................................................11 i
    • 9.2 Right to Contest .....................................................................................................11 9.3 Landlord=s Cooperation..........................................................................................11 ARTICLE 10 - COVENANT AGAINST LIENS..........................................................................11 ARTICLE 11 - ASSIGNMENT AND SUBLETTING .................................................................12 11.1 Generally................................................................................................................12 11.2 Non-Disturbance and Attornment..........................................................................12 11.3 Identified Subtenant……………………………………………………………...12 ARTICLE 12 - SIGNS...................................................................................................................12 ARTICLE 13 - INDEMNITY........................................................................................................13 13.1 Tenant=s Obligation................................................................................................13 13.2 Landlord=s Obligation ............................................................................................13 ARTICLE 14 - INSURANCE .......................................................................................................13 14.1 Insurance Requirements.........................................................................................13 14.2 Additional Provisions Respecting Insurance .........................................................15 14.3 Escrow of Insurance Premiums/Umbrella Insurance.............................................15 14.4 Use of Insurance Proceeds .....................................................................................16 ARTICLE 15- CONSTRUCTION OF BUILDING ......................................................................17 15.1 Generally................................................................................................................17 15.2 Approval Process; Certain Requirements ..............................................................18 15.3 Insurance. ...............................................................................................................20 15.4 Timing....................................................................................................................22 15.5 Signage…………………………………………………………………………...23 15.6 Fill/Trees ................................................................................................................23 15.7 Coordination ..........................................................................................................23 15.8 Application of this Article .....................................................................................24 ARTICLE 16 - REPAIRS..............................................................................................................24 16.1 Repairs Generally ..................................................................................................24 16.2 Sidewalks, Grounds, Etc ........................................................................................25 16.3 No NYSERDA Services ........................................................................................25 ARTICLE 17 - CHANGES, ALTERATIONS AND ADDITIONS..............................................25 17.1 Capital Improvements Generally ...........................................................................25 17.2 Certain Capital Improvement Requirements .........................................................26 17.3 Architect; Surveys, Etc. .......................................................................................27 ARTICLE 18- DESTRUCTION....................................................................................................28 ii
    • ARTICLE 19 - EMINENT DOMAIN...........................................................................................28 19.1 Generally................................................................................................................28 19.2 Distribution of Award ............................................................................................29 19.3 Less than Total Taking. .........................................................................................30 ARTICLE 20 - UTILITY EASEMENTS AND HIGHWAY ALIGNMENT ...............................30 20.1 Tenant Grant ..........................................................................................................30 20.2 Landlord Grant.......................................................................................................30 ARTICLE 21 - LEASEHOLD MORTGAGES .............................................................................31 21.1 Generally................................................................................................................31 21.2 Leasehold Mortgagee Provisions...........................................................................31 ARTICLE 22 - FEE MORTGAGES .............................................................................................34 ARTICLE 23 - SUBLEASES........................................................................................................34 ARTICLE 24 - INDIVIDUAL LEASES .......................................................................................35 24.1 New Leases ............................................................................................................35 24.2 Single Leases .........................................................................................................35 24.3 Landlord=s Covenant of Compliance .....................................................................36 ARTICLE 25 - PERFORMANCE BY SUBTENANTS ...............................................................36 ARTICLE 26 B COMMON AREA EXPENSES...........................................................................36 ARTICLE 27 - QUIET ENJOYMENT AND LANDLORD=S TITLE..........................................36 27.1 Landlord=s Covenant ..............................................................................................36 27.2 Warranty of Title....................................................................................................37 27.3 Landlord=s Default .................................................................................................37 ARTICLE 28 - DEFAULTS..........................................................................................................37 28.1 Generally................................................................................................................37 28.2 Extension of Cure Period .......................................................................................38 28.3 Effect of Cure.........................................................................................................38 28.4 Landlord=s Re-Entry...............................................................................................38 28.5 Landlord=s Remedies..............................................................................................38 ARTICLE 29 - BANKRUPTCY AND INSOLVENCY ...............................................................39 ARTICLE 30 - WAIVERS ............................................................................................................39 iii
    • ARTICLE 31 - LIMITATION OF LIABILITY............................................................................39 31.1 Generally................................................................................................................39 31.2 Tenant Indemnity ...................................................................................................40 31.3 No Effect of Insurance ...........................................................................................41 31.4 Indemnification Procedure.....................................................................................41 31.5 Survival ..................................................................................................................42 ARTICLE 32 - FORCE MAJEURE ..............................................................................................42 ARTICLE 33 - MISCELLANEOUS .............................................................................................42 33.1 Notices ...................................................................................................................42 33.2 Certificate...............................................................................................................42 33.3 Governing Law ......................................................................................................43 33.4 Partial Invalidity ....................................................................................................43 33.5 Short Form Lease...................................................................................................43 33.6 Interpretation..........................................................................................................43 33.7 Entire Agreement ...................................................................................................43 33.8 Parties.....................................................................................................................43 EXHIBIT A....................................................................................................................................45 EXHIBIT B....................................................................................................................................46 iv
    • GROUND LEASE This Ground Lease (“Lease”) is dated _____________ ___, 2004, by and between THE STATE OF NEW YORK, acting through NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY, a public authority of the State of New York constituting a public benefit corporation, with offices at 17 Columbia Circle, Albany, New York 12203-6399 (“NYSERDA” or “Landlord”), and _____________, a _________________, having an office for the transaction of business at ____________________________________________(“Company” or “Tenant”). WITNESSETH: WHEREAS, NYSERDA is a public authority of the State of New York, constituting a public benefit corporation, established pursuant to Article 8, Title 9 of the Public Authorities Law (the “Enabling Act”) of the State of New York (the “State”); and WHEREAS, as contemplated by Public Authorities Law (“PAL”) Section 1856, NYSERDA has assumed jurisdiction over and holds title in the name of the State of New York to approximately 280 acres known as Saratoga Technology + Energy Park (“STEP”) located in the Town of Malta, Saratoga County, New York; and WHEREAS, a portion of the Enabling Act authorizes NYSERDA to develop and implement new energy and energy conservation technologies and to promote, develop, encourage and assist in acquiring and constructing facilities at STEP; and WHEREAS, a portion of the Enabling Act further authorizes NYSERDA to lease any or all of STEP at such rentals and on such other terms and conditions as it deems advisable; and WHEREAS, the Company desires to undertake a certain Project (as hereinafter defined) consisting of the construction and equipping of a building and related improvements on a portion of STEP, which premises are more particularly described on Exhibit A attached hereto and made a part hereof (the “Facility”); and WHEREAS, in order to induce the Company to develop the Facility, NYSERDA will lease the Premises to the Company pursuant to the terms and conditions contained herein; and WHEREAS, the Company will acquire, construct and equip the Facility in accordance with the Master Plan, the Design Guidelines, the Construction Documents, the Designated Proposal Requirements (all as hereinafter defined), and the applicable provisions of this Lease Agreement as presented to and approved by NYSERDA (the “Project”); and 1
    • WHEREAS, in order to obtain financial assistance for the Project in the form of sales tax exemptions, mortgage tax exemptions and/or property tax exemptions with an associated payment in lieu of tax agreement, the Company may enter into a straight-lease transaction using a lease/leaseback (as defined in General Municipal Law Section 854(15)) with the County of Saratoga Industrial Development Agency ("SIDA") (the "Agency Lease/Leaseback Arrangement"); and WHEREAS, based on the foregoing, NYSERDA has determined that leasing the Facility will accomplish, in part, its public purposes as set forth within the Enabling Act. NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter contained, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby formally covenant, agree and bind themselves as follows: ARTICLE 1 - DEFINITIONS As used herein, the following terms shall have the following meanings: “Building” means the building not to exceed 100,000 square feet to be constructed by Tenant on Site One. “Capital Improvements” has the meaning set forth in Section 17.1. “Commencement Date” has the meaning set forth in Section 3.1. “Construction Documents” means the plans to be developed by Tenant and approved by NYSERDA pursuant to Article 15. “Depository” has the meaning set forth in Subsection 14.3.1. “Designated Proposal Requirements” means information regarding the Project’s implementation of the green guidelines/sustainable design features set forth in the Proposal, including, without limitation, as the same relate to energy efficiency, enhanced indoor environmental quality, conservation of materials and resources, operations and maintenance and water conservation and site management. “Design Development Plans” has the meaning set forth in Subsection 15.2.2. “Design Guidelines” has the meaning set forth in Article 4. “Facility” has the meaning set forth in the recitals to this Lease. “Fund” has the meaning set forth in Subsection 19.2.1. 2
    • “Governmental Authorities” has the meaning set forth in Section 9.1. “Improvement Approvals” has the meaning set forth in Section 17.1. “Improvements” means improvements to real property that are used in the computation of a taxable assessment for ad valorem tax purposes. “Indemnitees” has the meaning set forth in Section 31.2. “Landlord” means the Landlord as set forth and defined in the preamble to this Lease. “Landlord Occupancy Agreements” has the meaning set forth in Section 8.2 “Landlord’s Share” has the meaning set forth in Subsection 19.2.2. “Lease” means this Ground Lease, as the same may be amended or modified from time to time in accordance with the provisions hereof. “Master Plan” means the Master Plan prepared for Landlord by IDEA Partnerships LLC, with Perkins & Will and Saratoga Associates dated January, 2004. “New Lease(s)” has the meaning set forth in Section 24.1. “PILOT Agreements” has the meaning set forth in Section 7.8. “Premises” has the meaning set forth in Article 2. “Pre-Schematics” has the meaning set forth in Subsection 15.2.1. “Project” has the meaning set forth in the recitals to this Lease. “Proposal” means the response of the Company dated February ___, 2006 to the Request for Proposals made by NYSERDA with respect to the Premises. “Rent Insurance” has the meaning set forth in Section 14.1. “Requirements” has the meaning set forth in Subsection 15.2.4. “Restoration” has the meaning set forth in Subsection 14.4.1. “Scheduled Completion Date” has the meaning set forth in Section 15.4. “Single Lease” has the meaning set forth in Section 24.2. 3
    • “Sublease” means the lease executed between Tenant and a Subtenant, but does not include the Agency Lease/Leaseback Agreement, if any. “Substantial Completion of the Building” and “Substantially Completed” have the meaning set forth in Section 15.4. “Subtenant” means a tenant under a Sublease. “Taxes” has the meaning set forth in Section 7.1. “Tenant” means the Tenant as set forth and defined in the preamble to this Lease. “Tenant’s Building Costs” has the meaning set forth in Subsection 19.2.3. “Tenant’s Minimum Share” has the meaning set forth in Subsection 19.2.3. “Unavoidable Delays” means (i) with respect to Tenant or its obligations hereunder, delays incurred by Tenant due to strikes, lockouts, work stoppages due to labor jurisdictional disputes, acts of God, inability to obtain labor or materials due to governmental restrictions (other than any governmental restrictions which Tenant is bound to observe pursuant to the terms of this Lease Agreement), enemy action, civil commotion, fire, unavoidable casualty or other similar causes beyond the control of Tenant (but not including Tenant’s insolvency or financial condition), construction activities of Landlord, a work stoppage or slow-down requested by Landlord in order not to unreasonably interfere with the work of other developers within STEP, which for purposes hereof shall include the construction activities of Landlord under this Lease Agreement, and (ii) with respect to Landlord or its obligations hereunder, delays incurred by Landlord due to strikes, lockouts, work stoppages due to labor jurisdictional disputes, acts of God, inability to obtain labor or materials due to governmental restrictions (other than any governmental restrictions which Landlord is bound to observe pursuant to the terms of this Lease Agreement), enemy action, civil commotion, fire, unavoidable casualty or other similar causes beyond the control of Landlord (but not including Landlord’s insolvency or financial condition); in each case provided such party shall have notified the other party not later than fourteen (14) days after such party knows or should have known of the occurrence of same and the occurrence shall be one of the effects of which a prudent Person in the position of the party asserting such delay could not have reasonably prevented. “Utility Expenses” has the meaning set forth in Section 7.1. 4
    • ARTICLE 2 - PREMISES Landlord hereby leases and lets to Tenant, and Tenant hereby takes and hires from Landlord, upon and subject to the terms, conditions, covenants and provisions hereof, all those certain tracts, pieces or parcels of land, situate in the Town of Malta, Saratoga County, New York, more particularly described in Exhibit A hereto and as depicted in Exhibit B hereto, together with any and all improvements, appurtenances, rights, privileges and easements benefiting, belonging or pertaining thereto, and any right, title and interest of Landlord in and to any land lying in the bed of any street, road or highway (open or proposed) to the center line thereof, in front of or adjoining said tracts, pieces or parcels of land (all the foregoing hereinafter sometimes referred to as the “Premises”) and, subject to Article 19, together with all of Landlord’s right, title and interest in any award made in condemnation, eminent domain or proceeding in lieu thereof with respect to the Premises and, in addition, a right of ingress and egress over and across any and all common areas as reasonably necessary for the Tenant to access the Premises from the public right of way. ARTICLE 3 - TERM 3.1 Term Commencement. The term of this Lease shall commence on [insert date] (hereinafter referred to as the “Commencement Date”). 3.2 Rent Commencement. The obligation of Tenant to pay rent reserved under Article 5 shall commence on [insert date no later than six months after the Developer is designated]. 3.3 Duration; Extensions. The initial term of this Lease shall commence on the Commencement Date and continue for the period of 49 years beginning on the first calendar day of the month following the Commencement Date, unless sooner terminated or extended as herein provided. ARTICLE 4 - DESIGN GUIDELINES As used herein, the term “Design Guidelines” shall mean the Design Guidelines developed by NYSERDA and attached to the Request for Proposals related to the Premises, as amended by NYSERDA from time to time. ARTICLE 5 - RENT 5.1 Basic Rent. 5.1.1 Tenant covenants and agrees to pay Landlord for the Premises, without offset or deduction, and without previous demand therefore, basic rent for the term of this Lease equal to 5
    • the sum of $_________ per annum. Landlord has made the necessary finding under PAL Section 1855(9). 5.1.2 All basic rent shall be payable by Tenant in [monthly or annual] installments in advance on the first day of each and every calendar [month or year] during the term of this Lease and shall be payable at the office of the Landlord first above set forth or at such other place of which Landlord shall have given Tenant written notice at least thirty days in advance. As hereinafter used the term “rent” shall be deemed to include the basic rent and the additional rent, if any, payable by Tenant to Landlord hereunder. 5.2 Intentionally Omitted. 5.3 Additional Rent. 5.3.1 In addition to the Base Rent payable by Tenant as provided in Section 5.1, Tenant shall also pay or cause to be paid all other costs and expenses chargeable against or associated with occupying the Premises, undertaking and completing the Project and operating the Facility, and Tenant’s Proportionate Share (as defined below) of Common Area Expenses (collectively, "Additional Rent"). Prior to the date that Tenant’s obligation to pay Additional Rent hereunder commences, Landlord and Tenant will mutually agree on an equitable basis for the apportionment of Tenant’s share of the expenses for maintaining and operating the Common Areas ("Tenant’s Proportionate Share"). 5.3.2 Prior to January 1st of each year throughout the term, Landlord will establish a budget for Common Area Expenses for the ensuing calendar year and shall deliver Tenant a notice setting forth what the monthly charge will be to Tenant for Tenant’s Proportionate Share, which amount shall be payable on or before the fifteenth (15th) calendar day of each month throughout the applicable year. Tenant’s failure to pay such monthly installment on or before the first (1st) calendar day of the following month shall constitute a default hereunder and such amount shall be due and payable with a late charge equal to five percent (5%) of such amount and, to the extent not paid prior to the following month’s installment due date, shall bear interest at a rate of ten percent (10%) per annum until paid. Upon the completion of a relevant calendar year, Landlord shall compare the actual Common Area Expenses with those amounts set forth in Landlord’s estimated budget and shall perform a reconciliation of such amounts. To the extent Tenant’s payments exceeded Tenant’s Proportionate Share of Landlord’s actual costs, Landlord will notify Tenant of the same and Tenant shall receive a credit, distributed evenly over the number of monthly installments remaining to be paid by Tenant during the year following the year for which Tenant’s credit applies after Landlord’s reconciliation and notice. To the extent the actual Common Area Expenses exceeded Tenant’s payments, Landlord shall notify Tenant of such deficiency and the amount of the deficiency shall be billed to Tenant in equal installments over the remaining number of installments to be paid by Tenant in the next ensuing year. Any credit owed Tenant or deficiency owed Landlord at the expiration of the term shall be paid in full as of the first day of the last calendar month of the term. 6
    • 5.3.3 Tenant shall also pay as additional rent a hook-up fee to reimburse Landlord for the cost of infrastructure installation to service the Facility. The amount of this hook-up fee shall be calculated at $6.00 for each square foot of the proposed building and shall be paid upon commencement of construction of the building. 5.4 Rent to be Net to Landlord. It is the intention of the parties that the basic rent and percentage rent payable hereunder shall be net to Landlord, so that this Lease shall yield to Landlord the basic annual rent specified in Section 5.1 during the term of this Lease, and that all costs, expenses and obligations of every kind and nature whatsoever relating to the Premises shall be paid by Tenant. ARTICLE 6 - USE OF PREMISES The Premises shall be used only for industrial, manufacturing, commercial, or research and industrial pollution control facilities consistent with New York State Public Authorities Law Title 9, Article 8 and consistent with the C-3 zone contained in the Zoning Ordinance of the Town of Malta. At all times the Premises shall conform to the Design Guidelines and the Master Plan and shall be operated so as to not unreasonably interfere with or be a nuisance to operations of other tenants at STEP. ARTICLE 7 - TAXES AND UTILITY EXPENSES 7.1 Payment by Tenant. Tenant shall, during the term of this Lease, pay and discharge punctually, as and when the same shall become due and payable, all taxes, special and general assessments, water rents, rates and charges, sewer rents and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary (hereinafter referred to as “Taxes”), and each and every installment thereof which shall or may during the terms of this Lease be charged, levied, laid, assessed, imposed, become due and payable, or liens upon or for or with respect to the Premises or any part thereof, or any buildings, appurtenances or equipment owned by Tenant thereon or therein or any part thereof, together with all interest and penalties thereon, under or by virtue of all present or future laws, ordinances, requirements, orders, directives, rules or regulations of the Federal, State, County, Town and City Governments and of all other governmental authorities whatsoever (all of which shall be included in the term “Taxes” as heretofore defined) and all sewer rents and charges for water, steam, heat, gas, hot water, electricity, light and power, and other service or services, furnished to the Premises or the occupants thereof during the term of this Lease (hereinafter referred to as “Utility Expenses”). Landlord intends to apportion the costs for Taxes and utilities associated with the common areas of STEP among tenants of STEP and may from time to time cause one or more improvement districts for such services to be formed. Tenant shall pay its proportionate share (as determined by Landlord) for all such charges within 10 days of billing therefore from Landlord or through the district charges, as applicable. Common area charges shall include but not be limited to costs associated with roads, ingress and 7
    • egress to STEP and areas within STEP and related off site traffic control improvements, lighting, central HVAC, sidewalks, walking trails and landscaping and related maintenance. 7.2 Tenant’s Applications. To the extent that the same may be permitted by law, Tenant or its designees shall have the right to apply for the conversion of any assessment for local improvements assessed during the term of this Lease in order to cause the same to be payable in annual installments, and upon such conversion Tenant shall pay and discharge punctually said installments as they shall become due and payable during the term of this lease. Landlord agrees to permit the application for the foregoing conversion to be filed in Landlord’s name, if necessary, and shall execute any and all documents requested by Tenant to accomplish the foregoing result. 7.3 Tenant’s Performance. Tenant shall be deemed to have complied with the covenants of this Article 7 if payment of such Taxes shall have been made either within any period allowed by law or by the governmental authority imposing the same during which payment is permitted without penalty or interest or before the same shall become a lien upon the Premises, and Tenant shall produce and exhibit to Landlord satisfactory evidence of such payment, if Landlord shall demand the same in writing. 7.4 Apportionment. All such Taxes, including assessments which have been converted into installments as set forth in Section 7.2 which shall become payable during each of the calendar or fiscal tax years, as the case may be, in which the term of this Lease terminates, shall be apportioned pro rata between Landlord and Tenant in accordance with the respective portions of such year during which such term shall be in effect. 7.5 Contestation and Review 7.5.1 Tenant or its designees shall have the right to contest or review all Taxes by legal proceedings, or in such other manner as Tenant may deem suitable (which, if instituted, Tenant or its designees shall conduct promptly at Tenant’s own cost and expense, and free of any expense to Landlord, and, if necessary, in the name of and with the cooperation of Landlord and Landlord shall execute all documents necessary to accomplish the foregoing). Notwithstanding the foregoing, Tenant shall pay all Taxes prior to the date upon which a penalty would be levied for late payment, reserving with such payment Tenant’s right to contest the Taxes. 7.5.2 The legal proceedings referred to in Subsection 7.5.1 shall include appropriate certiorari proceedings and appeals from orders therein and appeals from any judgments, decrees or orders. In the event of any reduction, cancellation or discharge, Tenant shall pay the amount finally levied or assessed against the Premises or adjudicated to be due and payable on any such contested Taxes. 7.6 Refunds and Rebates. Landlord covenants and agrees that if there shall be any refunds or rebates on account of the Taxes paid by Tenant under the provisions of this Lease, such refund or rebate shall belong to Tenant. Any refunds received by Landlord shall be deemed trust funds and as such are to be received by Landlord in trust and paid to Tenant forthwith. Landlord 8
    • will, upon the request of Tenant, sign any receipts which may be necessary to secure the payment of any such refund or rebate, and will pay over to Tenant such refund or rebate as received by Landlord. Landlord further covenants and agrees on request of Tenant at any time, and from time to time, but without cost to Landlord, to make application individually (if legally required) or to join in Tenant’s application (if legally required) for separate tax assessments for such portions of the Premises as Tenant shall at any time, and from time to time, designate. Landlord hereby agrees upon request of Tenant to execute such instruments and to give Tenant such assistance in connection with such applications as shall be required by Tenant. 7.7 Taxes Not Included. Nothing herein or in this Lease otherwise contained shall require or be construed to require Tenant to pay any inheritance, estate, succession, transfer, gift, franchise, income or profit taxes that are or may be imposed upon Landlord, its successors or assigns. 7.8 PILOT. Fee title to the Premises is held by NYSERDA in the name of the State of New York for uses consistent with NYSERDA’s corporate purposes. As such, the Premises are afforded certain exemptions under New York Real Property Tax Law Sections 404 and 490. Improvements to real property constructed in the name of NYSERDA and leased to the Company are afforded certain exemptions pursuant to Section 1861 of the Enabling Act. Under the terms of this Lease the Tenant is benefiting from exemptions with respect to the Premises and, if Tenant enters into an Agency Lease/Leaseback Arrangement, the Tenant will benefit from exemptions with respect to the Facility. In consideration therefore, Company agrees to negotiate in good faith one or more Payments in Lieu of Tax Agreements ("PILOT Agreements"). At NYSERDA’s direction, the Tenant shall make all or part of the payments due under the PILOT Agreements directly to the affected taxing jurisdictions. To the extent the PILOT Agreements do not cover the Facility, the Company shall pay taxes to the assessing/collecting tax jurisdictions based on the assessable value of the Facility, after applying any available exemptions. 9
    • ARTICLE 8 - IMPROVEMENTS, REPAIRS, ADDITIONS AND REPLACEMENTS 8.1 Improvements. In addition to Tenant’s obligation to construct the Facility and complete the Project as provided in Article 15, and subject to the provisions of Article 15, Tenant shall have the right, at its own cost and expense, to construct on any part or all of the Premises, at any time and from time to time, such buildings, parking areas, driveways, walks, gardens and other similar and dissimilar improvements as Tenant shall from time to time determine, provided that the same shall be in compliance with all then applicable building codes and ordinances and the Design Guidelines and the Master Plan. If the Design Guidelines and/or the Master Plan are modified from time-to-time, future improvements to the Premises and additions and renovations to existing improvements to the Premises shall be subject to said modifications. Improvements constructed in the name of NYSERDA and used in a manner consistent with PAL Article 8, Title 9 may be exempt from local land use and zoning laws. Improvements shall not be constructed in the name of NYSERDA unless an Agency Lease/Leaseback Arrangement has been executed. In any event, Tenant shall not deviate or seek a variance from local land use and zoning laws without prior written consent of NYSERDA. 8.2 Maintenance and Repairs. Tenant shall, at all times during the term of this Lease, and at Tenant’s own cost and expense, keep, maintain and operate or cause to be kept, maintained and operated in a good and safe condition (ordinary wear and tear excepted), all buildings and improvements at any time erected on the Premises that are not the property of the Landlord and/or subject to any sublease between Tenant as sublessor (excepting, however, an Agency Lease/Leaseback arrangement, if any) and Landlord as sublessee and/or any license agreement between Tenant as licensor and Landlord as licensee (collectively, “Landlord Occupancy Agreements”), and shall use all reasonable precaution to prevent waste, damage or injury. Except to the extent an apportionment of costs for common area charges has been determined (as contemplated by Section 7.1) and arrangements for payment made, Landlord shall not be required to furnish any services or facilities or to make any improvements, repairs or alterations in or to the Premises during the term of this Lease. 8.3 Additions and Replacements. Subject to any Landlord Occupancy Agreements, Tenant may, at its option and at its own cost and expense, at any time and from time to time, make such alterations, changes, replacements, improvements and additions in and to the Premises, and the buildings and improvements thereon, as it may deem desirable, including the demolition of any building(s) and improvement(s) and/or structure(s) that now or hereafter may be situate or erected on the Premises. 8.4 Title to Improvements; Depreciation Until the expiration or sooner termination of this Lease (subject, however, to the rights of the holder of any leasehold mortgage to obtain a new lease as set forth in Section 20.1), title to any building or buildings or improvements situate or erected on the Premises and the building equipment and other items installed thereon and any alteration, change or addition thereto shall remain solely in Tenant [except in the case of an Agency Lease/Leaseback arrangement, in which case the Tenant shall be the owner for tax purposes] and Tenant alone shall be entitled to deduct all depreciation on Tenant’s income tax returns for any such 10
    • building or buildings, building equipment and/or other items, improvements, additions, changes or alterations. 8.5 Condition at End of Term On the last day or sooner termination of the term of this Lease, Tenant shall quit and surrender the Premises, and the buildings and permanent improvements then thereon, broom clean and in good condition and repair (ordinary wear and tear excepted). Title to all buildings and improvements situate or erected on the Premises shall vest in Landlord on the day following the last day or sooner termination of the term. ARTICLE 9 - REQUIREMENTS OF PUBLIC AUTHORITY 9.1 Tenant’s Compliance. During the term of this Lease, Tenant shall, at Tenant’s own cost and expense, promptly observe and comply with all applicable present and future laws, ordinances, requirements, orders, directives, rules and regulations of federal, State of New York, County of Saratoga, Town of Malta and all other governmental authorities having jurisdiction over the Premises, the appurtenances thereto or any part thereof and the activities conducted thereon (the “Governmental Authorities”) whether the same are in force at the commencement of the term of this Lease or may in the future be passed, enacted or directed, and Tenant shall pay all costs, expenses, liabilities, losses, damages, fines, penalties, claims and demands, including reasonable counsel fees, that may in any manner arise out of or be imposed because of the failure of Tenant to comply with the covenants of this Article 9. 9.2 Right to Contest. Tenant shall have the right to contest by appropriate legal proceedings diligently conducted in good faith, in the name of the Tenant, or Landlord (if legally required), or both (if legally required), without cost or expense to Landlord, the validity or application of any law, ordinance, rule, regulation or requirement of the nature referred to in Section 9.1 and, if by the terms of any such law, ordinance, order, rule, regulation or requirement, compliance therewith may legally be delayed pending the prosecution of any such proceeding, Tenant may delay such compliance therewith until the final determination of such proceeding. 9.3 Landlord’s Cooperation. Landlord agrees to execute and deliver any appropriate papers or other instruments which may be necessary or proper to permit Tenant so to contest the validity or application of any such law, ordinance, order, rule, regulation or requirement and to fully cooperate with Tenant in such contest. ARTICLE 10 - COVENANT AGAINST LIENS If any mechanic’s lien or other lien, charge or order for the payment of money shall be filed against Landlord or any portion of the Premises, Tenant shall, at its own cost and expense, cause the same to be discharged of record or bonded within ninety days after written notice from Landlord to Tenant of the filing thereof; and Tenant shall indemnify and save harmless Landlord against and 11
    • from all costs, liabilities, suits, penalties, claims and demands, including reasonable counsel fees, resulting there from. ARTICLE 11 - ASSIGNMENT AND SUBLETTING 11.1 Generally. With Landlord’s prior written consent, Tenant may assign, sublease (in whole or in part or parts), mortgage or otherwise encumber this Lease (in whole or in part or parts) or any sublease of all or any part of the Premises and may permit its Subtenant or Subtenants to assign, sublease (in whole or in part or parts), mortgage or otherwise encumber this Lease or any sublease of all or any part of the Premises. Tenant agrees to furnish to Landlord at least thirty days prior written notice of the proposed assignment of this Lease or subleasing, together with the name and address of the proposed assignee or subleasee. Upon any such assignment or subleasing, Tenant shall not be relieved of further obligations hereunder and shall continue to have liability under this Lease. 11.2 Non-Disturbance and Attornment. Landlord agrees that the rights of any Subtenant, or any Subtenant or assignee of such Subtenant, or any further Subtenants or assignees of such Subtenant’s Subtenant or assignee (collectively, “Subtenants”), provided such Subtenants shall not be in default under the terms of their respective subleases or the cure period or grace period applicable to any default shall not have expired, shall not be disturbed in the event of a default and/or termination of this Lease; provided, however, that each Subtenant shall attorn to Landlord and abide by the terms of this Lease. Upon a request therefore, Landlord shall execute, acknowledge and deliver agreements to this same effect, which agreements may also require Landlord to deliver notices from time to time to such Subtenants of defaults under this Lease. 11.3 Identified Subtenant. To be added upon execution. ARTICLE 12 - SIGNS Subject to the Design Guidelines and obtaining written consent of Landlord concerning location and design, Tenant and Subtenants shall have the right to install, maintain and replace in, on or over or in front of Premises or in any part thereof such signs and advertising matter as Tenant may desire, provided the Tenant and Subtenants shall comply will any applicable requirements of governmental authorities having jurisdiction and shall obtain any necessary permits for such purposes. As used in this Article 12, the word “sign” shall be construed to include any placard, light or other advertising symbol or object, irrespective of whether same be temporary or permanent. 12
    • ARTICLE 13 - INDEMNITY 13.1 Tenant’s Obligation. Tenant shall indemnify and save harmless Landlord from and against any and all liability, damage, penalties or judgments arising from injury to person or property sustained by anyone in and about the Premises resulting from any act or acts or omission or omissions of Tenant, or Tenant’s officers, agents, servants, employees, contractors, or sublessees, from and including the Commencement Date throughout the term. Tenant shall, at its own cost and expense, defend any and all suits or actions (just or unjust) which may be brought against Landlord or in which Landlord may be impleaded with others upon any such above-mentioned matter, claim or claims, except as may result from the acts set forth in Section 13.2. The indemnity provisions of this Article shall apply, without limitation, to liability based on damaged to property in the form of environmental contamination. 13.2 Landlord’s Obligation. Except for Landlord’s affirmative acts or gross negligence or the affirmative acts or gross negligence of its officers, agents, servants, employees or contractors, Landlord shall not be responsible or liable for any damage or injury to any property, fixtures, buildings or other improvements, or to any person or persons, at any time on the Premises, including any damage or injury to Tenant or to any of Tenant’s officers, agents, servants, employees, contractors, customers or sublessees. ARTICLE 14 - INSURANCE 14.1 Insurance Requirements. Tenant shall, at all times after Substantial Completion (see Section 15 for insurance requirements prior to Substantial Completion) of the Facility and thereafter throughout the Term: (i) keep or cause to be kept the Facility insured under a “Builder’s Risk” and an “All Risk of Physical Loss” form of policy, including, without limitation, coverage for loss or damage by water, flood, subsidence and earthquake (excluding, at Tenant’s option, from such coverage normal settling only) and, when and to the extent obtainable from the United States government or any agency thereof, war risks; such insurance to be written on an “Agreed Amount” basis, with full replacement cost, with the replacement value of the Building to be determined from time to time, but not less frequently than required by the insurer and in any event at least once every three (3) years; (ii) provide and keep in force commercial general liability insurance against liability for bodily injury, death and property damage, it being agreed that such insurance shall (A) be in an amount as may from time to time be reasonably required by NYSERDA upon not less than thirty (30) days’ prior written notice, but not less then Three Million Dollars ($3,000,000) combined single limit inclusive of primary, umbrella and following form excess policies for liability for bodily injury, death and property damage, (B) include the Premises and all streets, alleys and sidewalks adjoining or appurtenant to the Premises, (C) provide blanket automatic contractual 13
    • insurance covering the indemnification provisions assumed by Tenant hereunder, including bodily injury to employees or others assumed by Tenant under contract, which insurance shall cover all costs, expenses and/or liability (including, without limitation, attorneys’ fees and disbursements) arising out of or based upon any and all claims, accidents, injuries and damages required to be insured against hereunder, and (D) include the following protections: (1) Broad form liability endorsement, including to the extent available (a) blanket contractual liability, (b) personal injury and advertising injury liability, (c) premises medical payments, (d) host liquor liability, (e) fire legal liability on real property, (f) broad form property damage liability, including completed operations, (g) incidental medical malpractice, (h) non-owned watercraft liability, (i) limited world-wide coverage, (j) additional interests insured, (k) extended bodily injury coverage, and (l) automatic coverage on newly-acquired organizations; (2) Products and completed operations; (3) Independent contractors; (4) Blanket automatic contractual liability to include bodily injury to employees of others assumed by Tenant; and (5) Water damage legal liability shall not be excluded; (iii) provide and keep in force workers’ compensation insurance providing statutory New York State benefits for all persons employed by Tenant at or in connection with the Premises and employer’s liability insurance in an amount not less than that required by New York State law; (iv) provide and keep in force on an “Agreed Amount” basis rent insurance on an “All Risk of Physical Loss” basis in an amount equal to not less than one (1) year’s current Rent and any PILOT Payments (“Rent Insurance”); (v) if a sprinkler system shall be located in any portion of the Building, provide and keep in force sprinkler leakage insurance in amounts approved by NYSERDA, which approval shall not be unreasonably withheld (the foregoing to be required only if same is excluded from the insurance required to be provided and kept in force pursuant to this Section 14.1; and (vi) provide and keep in force boiler and machinery insurance in an amount as may from time to time be reasonably determined by NYSERDA but not less than Three Million Dollars ($3,000,000) per accident on a combined basis covering direct property loss and loss of income and covering all steam, mechanical and electrical equipment, including without limitation, all boilers, unfired pressure vessels, air conditioning equipment, elevators, piping and wiring. 14.2 Additional Provisions Respecting Insurance. 14
    • 14.2.1 All insurance required by Section 14.1 hereof shall name NYSERDA as an additional insured. All insurance shall be procured and maintained in financially sound and generally recognized responsible insurance companies selected by the Company and authorized to write such insurance in the State. Such insurance may be written with deductible amounts comparable to those on similar policies carried by other companies engaged in businesses similar in size, character and other respects to those in which the Company is engaged. All policies evidencing such insurance shall provide for (i) payment of the losses of the Company and NYSERDA as their respective interest may appear, and (ii) at least thirty (30) days’ written notice of the cancellation thereof to the Company and NYSERDA. 14.2.2 All such certificates of insurance of the insurers that such insurance is in force and effect, shall be deposited with NYSERDA on or before the commencement of the term of this Lease. Prior to expiration of the policy evidenced by said certificates, the Company shall furnish NYSERDA evidence that the policy has been renewed or replaced or is no longer required by this Lease 14.3 Escrow of Insurance Premiums/Umbrella Insurance. 14.3.1 Tenant, on the demand of NYSERDA after the occurrence of an Event of Default hereunder that arises from Tenant’s failure to comply with the provisions of this Article 14, shall deposit with NYSERDA or other depository designated by NYSERDA (“Depository”) on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of the annual insurance premiums for the insurance required to be carried by Tenant hereunder, as estimated by NYSERDA, unless such insurance premiums are deposited with a Mortgagee (provided such Mortgagee be an Institutional Lender and shall have agreed in writing, for the benefit of NYSERDA and pursuant to an instrument reasonably satisfactory to NYSERDA, to hold such funds in a segregated, non-commingled special account and to use such amounts to pay insurance premiums in accordance with the applicable provisions of this Lease Agreement, and that the Mortgagee shall use such funds for no other purpose). If at any time the insurance premiums shall be increased or NYSERDA receives information that the insurance premiums will be increased, and the monthly deposits being paid by Tenant under this Subsection 14.3.1 would be insufficient to pay such insurance premiums thirty (30) days prior to the due date, the monthly deposits shall thereupon be increased and Tenant shall, within thirty (30) days prior to the due date thereof, deposit immediately with Depository sufficient monies for the payment of the increased insurance premiums. Thereafter, the monthly deposits shall be adjusted so that Depository shall receive from Tenant sufficient monies to pay the insurance premiums at least thirty (30) days before the insurance premiums become due and payable. Depository (or, if applicable, the Mortgagee holding same) shall apply the deposited monies to pay insurance premiums by not later than the dates on which same become due and payable. 14.3.2 Notwithstanding anything to the contrary herein set forth, the insurance required by this Lease Agreement, at the option of Tenant, may be effected by blanket or umbrella policies issued to Tenant covering the Premises and other properties owned or leased by Tenant and/or its Affiliates, provided that the policies otherwise comply with the provisions of this Lease 15
    • and specifically allocate to the Premises the coverages required hereby, without possibility of reduction or coinsurance by reason of, or damage to, any other premises named therein, and if the insurance required by this Lease shall be effected by any such blanket or umbrella policies, Tenant shall furnish to NYSERDA and to each Mortgagee certificates of insurance with respect to such policies, with schedules thereto attached showing the amount of insurance afforded by such policies applicable to the Premises but not to other properties and, if requested by NYSERDA, copies of such policies and such schedules. 14.4 Use of Insurance Proceeds. 14.4.1 The net proceeds of the insurance carried pursuant to the provisions of Section 14.1 (a)(i), (v) and (vi) hereof shall be applied as follows: (i) If the Facility shall be damaged or destroyed (in whole or in part) at any time during the term of this Lease Agreement: (1) NYSERDA shall have no obligation to replace, repair, rebuild or restore the Facility; (2) there shall be no abatement or reduction in the amounts payable by the Company under this Lease Agreement; and (3) Subject to Article 18 herein, the Company shall promptly replace, repair, rebuild or restore the Facility to substantially the same condition and value as an operating entity as existed prior to such damage or destruction, with such changes, alterations and modifications as may be desired by the Company and as approved by NYSERDA (“Restoration”) and may use insurance proceeds for all such purposes. (ii) All such replacements, repairs, rebuilding or restoration made pursuant to this Section 14.4, whether or not requiring the expenditure of the Company’s own money, shall automatically become a part of the Facility as if the same were specifically described herein. (iii) The Company may adjust all claims under any policies of insurance required by Section 14.1(a) hereof. 14.4.2 The net proceeds of the insurance required by Section 14.1(a)(ii)-(iv) hereof shall be applied toward extinguishment or satisfaction of the liability with respect to which such insurance proceeds may be paid. 14.4.3 All of the foregoing restoration and repairs are subject to NYSERDA’s review and approval solely for substantial conformity with the Master Plan, the Design Guidelines and the Designated Proposal Requirements. 16
    • ARTICLE 15- CONSTRUCTION OF BUILDING 15.1 Generally. Tenant, using a reputable and responsible contractor or construction manager approved by NYSERDA, which approval shall not be unreasonably withheld, shall use commercially reasonable efforts to obtain financing for the Project and, upon receiving a commitment for financing subject to such conditions as are customary and reasonable for projects which are similar to the Project, shall provide a written certification to Landlord setting forth the date of such commitment. If Tenant has not obtained a commitment for such financing by May 13, 2006, then Landlord or Tenant may terminate this Lease upon written notice to the other. If Tenant has not obtained a fully executed facility Lease or Leases for a minimum of 37,500 sf by April 14, 2006 then Landlord may terminate this Lease upon written notice. Tenant, using a reputable and responsible contractor or construction manager approved by NYSERDA, which approval shall not be unreasonably withheld, shall promptly commence (subject to Unavoidable Delays) on or before the Construction Commencement Date and (subject to Unavoidable Delays) diligently construct the Building in accordance with the Master Plan, the Conceptual Design Guidelines, the Designated Proposal Requirements and the applicable provisions of this Lease Agreement under a fixed cost construction agreement with completion guarantee and/or performance bond (as approved by NYSERDA). If necessary, Tenant shall as soon as practicable obtain from all Governmental Authorities all permits, consents, certificates and approvals required to commence construction of the Building. At the request of Tenant, NYSERDA, at no cost or expense to it, shall within ten (10) days of Tenant’s request, execute and deliver any documents or instruments reasonably required to obtain such permits, consents, certificates and approvals, provided such documents or instruments do not impose any liability or obligation on NYSERDA. Tenant shall not undertake Commencement of Construction unless and until (i) Tenant shall have obtained as aforesaid, and delivered to NYSERDA copies of all necessary permits, consents, certificates and approvals for such construction from all Governmental Authorities which are required to have been obtained prior to commencement of construction, (ii) NYSERDA shall have reviewed the construction documents in the manner provided herein and shall have determined that they conform to the Master Plan, the Conceptual Design Guidelines and the Designated Proposal Requirements and NYSERDA has given notice thereof to Tenant, (iii) Tenant shall have delivered to NYSERDA the original policies of insurance or duplicate originals thereof, in accordance with Article 14 and (iv) either (x) a building loan Mortgage in an amount sufficient, in NYSERDA’s judgment, to assure completion of construction of the Building shall have been made for the financing of such construction or (y) NYSERDA shall have approved a plan submitted by Tenant for financing the construction of the Building. Tenant shall obtain such other permits, consents, certificates and approvals as may be required from time to time to continue and complete the construction of the Building. At the request of either NYSERDA or Tenant, made at any time after commencement of construction, NYSERDA and Tenant shall execute a certification setting forth the Construction Commencement Date. 15.2 Approval Process; Certain Requirements 15.2.1 Pre-Schematic Design - As soon as practicable, but in no event later than 90 days after the date hereof, Tenant shall submit to NYSERDA a general proposal, including, but not limited to a building mass and a conceptual Site Plan showing footprint, layout, and site orientation 17
    • overlaid on existing contours prepared by an architect or engineer licensed in NYS (the “Pre- Schematics”), which Pre-Schematics must be (i) consistent with the proposed including, without limitation, elements of the Proposal which relate to the utilization of environmentally responsible building methods and systems and (ii) in accordance with the Master Plan and the Conceptual Design Guidelines. If NYSERDA determines that the Pre-Schematics conform to the Master Plan and the Conceptual Design Guidelines, NYSERDA shall notify Tenant to that effect. If NYSERDA determines that the Pre-Schematics do not conform to the Master Plan and the Conceptual Design Guidelines, NYSERDA shall so notify Tenant, specifying in reasonable detail those respects in which the Pre-Schematics do not so conform, and Tenant shall revise the Pre-Schematics to so conform and shall resubmit the same to NYSERDA for review within fifteen (15) Business Days of the date of notice from NYSERDA to Tenant that the Pre-Schematics do not so conform or such longer period as NYSERDA in its reasonable judgment may approve. Each review by NYSERDA shall be carried out within fifteen (15) Business Days of the date of submission of the Pre- Schematics or revised Pre-Schematics, as the case may be, by Tenant (and if NYSERDA shall not have notified Tenant of its determination within such fifteen (15) Business Day period, it shall be deemed to have determined that the Pre-Schematics do conform to the Master Plan and the Conceptual Design Guidelines). 15.2.2 Schematic Design - As soon as practical, but in no event later than 90 days after NYSERDA’s written approval of the Pre-Schematics, the Tenant shall submit to NYSERDA for its review, Schematic Design Documents, as generally described by the American Institute of Architects (AIA), including, but not limited to, outline specifications and documentation relating to LEED certification prepared by an architect or engineer licensed in NYS. If NYSERDA determines that the Schematics conform to the Master Plan and the Conceptual Design Guidelines, NYSERDA shall notify Tenant to that effect. If NYSERDA determines that the Schematics do not conform to the Master Plan and the Conceptual Design Guidelines, NYSERDA shall so notify Tenant, specifying in reasonable detail those respects in which the Schematics do not so conform, and Tenant shall revise the Schematics to so conform and shall resubmit the same to NYSERDA for review within fifteen (15) Business Days of the date of notice from NYSERDA to Tenant that the Schematics do not so conform or such longer period as NYSERDA in its reasonable judgment may approve. Each review by NYSERDA shall be carried out within fifteen (15) Business Days of the date of submission of the Schematics or revised Schematics, as the case may be, by Tenant (and if NYSERDA shall not have notified Tenant of its determination within such fifteen (15) Business Day period, it shall be deemed to have determined that the Pre-Schematics do conform to the Master Plan and the Conceptual Design Guidelines). 15.2.3 Design Development - As soon as practicable, but in no event later than the date that is 90 days after NYSERDA’s written approval of the Schematics, Tenant shall submit to NYSERDA for its review, Design Development Documents including, but not limited to, specifications for the Building, prepared by an architect or engineer licensed in NYS, as generally described by the AIA; material sample boards; and documentation relating to LEED certification prepared by an architect or engineer licensed in NYS (the “Design Development Documents”). Any changes in the Design Development Documents from the Schematic Design shall be identified in reasonable detail. If NYSERDA determines that the Design Development Documents conform to 18
    • the Master Plan, the Conceptual Design Guidelines and the Schematics, NYSERDA shall notify Tenant to that effect. If NYSERDA determines that the Design Development Plans do not conform to the Master Plan, the Conceptual Design Guidelines and the Schematics, NYSERDA shall so notify Tenant, specifying in reasonable detail those respects in which the Design Development Documents do not so conform, and Tenant shall revise the same to so conform and shall resubmit the Design Development Documents to NYSERDA for review within fifteen (15) Business Days of the date of notice from NYSERDA to Tenant that the Design Development Documents do not so conform or such longer period as NYSERDA in its reasonable judgment may approve. Each review by NYSERDA shall be carried out within fifteen (15) Business Days of the date of submission of the Design Development Documents or revised Design Development Documents, as the case may be, by Tenant (and if NYSERDA shall not have notified Tenant of its determination within such fifteen (15) Business Day period, it shall be deemed to have determined that the Design Development Documents do conform to the Master Plan, the Conceptual Design Guidelines and the Schematic Design), and that the tenant may proceed with Construction Documents, as generally described by the AIA. 15.2.4 In the event that Tenant shall desire to modify the Construction Documents with respect to, or in a manner which will in any way affect, any aspect of the exterior of the Building or which will result in a change in the height, bulk or setback of the Building or which in any other manner affects compliance with the Master Plan or the Conceptual Design Guidelines or the Proposal, Tenant shall submit the proposed modifications to NYSERDA for approval prior to making or implementing any such modification. All modifications shall be identified in reasonable detail. NYSERDA shall review the proposed changes to determine whether or not they (i) conform to the Master Plan, the Conceptual Design Guidelines and the Proposal, and (ii) provide for design, finishes and materials with respect to the exterior of the Building which are comparable in quality to those provided for in the Construction Documents. If NYSERDA determines that they do so conform and provide, NYSERDA shall notify Tenant to that effect. If NYSERDA determines that the Construction Documents, as so revised, do not conform to the Master Plan, the Conceptual Design Guidelines or the Proposal or provide for such design, finishes and materials, NYSERDA shall so notify Tenant, specifying in reasonable detail those respects in which they do not so conform or provide, and Tenant shall revise the same to meet NYSERDA’s objections and shall resubmit them to NYSERDA for review within fifteen (15) Business Days of the date of notice from NYSERDA to Tenant that they do not so conform or provide or such longer period as NYSERDA in its reasonable judgment may approve. 15.2.5 The Construction Documents shall comply with the requirements of Governmental Authorities (the “Requirements”), including but not limited to the Uniform Fire Prevention and Building Code of the State New York. The responsibility to assure such compliance shall be Tenant’s; NYSERDA’s determination that the Construction Documents conform to the Master Plan and the Conceptual Design Guidelines shall not be, nor shall it be construed to be or relied upon as, a determination that the Construction Documents comply with the Requirements. 15.2.6 In addition to the documents referred to in Section 15.1 and this Section 15.2, Tenant shall, at least thirty (30) Business Days prior to ordering the same for incorporation into the 19
    • Building, submit to NYSERDA samples of all materials to be used on the exterior of the Building, including windows, and the same shall be subject to NYSERDA’s approval for conformity to the Conceptual Design Guidelines, the Master Plan and the Construction Documents; provided, however, that where NYSERDA has previously approved a sample, Tenant need not resubmit such item for approval unless the actual material varies from the sample (not including minor variations in natural conditions within the identified sample). If NYSERDA shall have failed to object to any of such materials within fifteen (15) Business Days after its receipt of such materials, it shall be deemed to have approved such materials. NYSERDA reserves the right at its sole cost and expense to maintain its field personnel at the Premises to observe Tenant’s construction methods and techniques and NYSERDA shall be entitled at its sole cost and expense to have its field personnel or other designees attend Tenant’s job and/or safety meetings. No such observation or attendance by NYSERDA’s personnel or designees shall impose upon NYSERDA any responsibility for any failure by Tenant to observe applicable Requirements or safety practices in connection with such construction, or constitute an acceptance of any work which does not comply in all respects with the Requirements and the provisions of this Lease Agreement. 15.2.7 Tenant shall not construct or permit to exist any building on the Premises unless the building is in compliance with the Master Plan and the Conceptual Design Guidelines. Without the prior written consent of Landlord, Tenant shall not consent to or initiate any process to amend applicable zoning or land use with respect to the Premises. 15.3 Insurance. 15.3.1 Commencing on the Commencement Date, Tenant shall provide, or cause to be provided, and thereafter shall keep in full force and effect, or cause to be kept in full force and effect with respect to the Premises, until Commencement of Construction, insurance coverage of the types and in the minimum limits set forth in Article 14. Not later than two (2) Business Days prior to the Commencement of Construction, Tenant shall provide, or cause to be provided, and thereafter shall keep or cause to be kept in full force and effect with respect to the Premises, until Substantial Completion of the Building, the following: (i) general liability insurance, naming contractor or construction manager as named insured and, as additional insureds, Tenant, NYSERDA and each Mortgagee, such insurance to insure against liability for bodily injury and death and for property damage in an amount not less than Ten Million Dollars ($10,000,000) combined single limit, such insurance to include operations-premises liability, contractor’s protective liability on the operations of all subcontractors, completed operations (to be kept in force for not less than three (3) years after Substantial Completion of the Building), broad form contractual liability (designating the indemnity provisions of the Construction Agreements and this Lease Agreement), a broad form comprehensive general liability endorsement providing blanket automatic contractual coverage including bodily injury to employees or others assumed by the insured under contract and, if the contractor is undertaking foundation, excavation or demolition work and an endorsement that such operations are covered; 20
    • (ii) automobile liability insurance for all owned, non-owned, leased, rented and/or hired vehicles insuring against liability for bodily injury and death and for property damage in an amount not less than Five Million Dollars ($5,000,000) combined single limit, with such coverage to be listed in the underlying schedule of any umbrella or following form excess policy for a total limit of Ten Million Dollars ($10,000,000), such insurance to name Tenant (contractor if carried by contractor) as named insured and, as additional insureds, NYSERDA, any general contractor or construction manager engaged by Tenant (Tenant if contractor carries such insurance) and each Mortgagee under a standard mortgage clause; (iii) workers’ compensation insurance providing statutory New York State benefits for all persons employed in connection with the construction at the Premises and employer’s liability insurance in an amount not less than that required by New York State law, with coverage to be listed in the underlying schedule of any umbrella or following form excess policy; and (iv) special form builder’s risk insurance written on a one hundred percent (100%) of completed value (non-reporting) basis with limits as provided in Section Article 4, naming, to the extent of their respective insurable interests in the Premises, Tenant as named insured, and, as additional insureds, NYSERDA, any contractor or construction manager engaged by Tenant and each Mortgagee under a standard mortgagee clause. In addition, such insurance (A) shall contain an acknowledgment by the insurance company that its rights of subrogation have been waived with respect to NYSERDA and an endorsement stating that “permission is granted to complete and occupy”, (B) if any storage location situated off the Premises is used, shall include coverage for the full insurable value of all materials and equipment on or about any such storage location intended for use with respect to the Premises, and (C) if materials, equipment, machinery or supplies to be used in connection with construction are shipped to the job site from places in the contiguous United States, the District of Columbia or Canada, the all-risk builder’s risk insurance will provide transit coverage. 15.3.2 In the event the proceeds received pursuant to the insurance coverage required under Section 8.03(a)(iv) hereof shall exceed One Million Dollars ($1,000,000) (as such amount shall be increased as provided in Section 14.2(a)), such proceeds shall be paid to Depository and disbursed in accordance with the provisions of Sections 8.02 and 8.03 hereof. In the event such proceeds shall be One Million Dollars ($1,000,000) (as such amount shall be increased as provided in Section 14.2(a)) or less, such proceeds shall be payable, in trust, to Tenant for application to the cost of completion of construction of the Building. 15.3.3 No construction shall be commenced until Tenant shall have delivered to NYSERDA the certificates of the policies of insurance as required by this Section 15.3. 15.3.4 To the extent applicable, Tenant shall comply with the provisions of Section 4.02 hereof with respect to the policies required by this Section 15.3. 21
    • 15.3.5 To the extent that the insurance coverages required pursuant to this Section 15.3 duplicate those required by Article 8 hereof, Tenant shall not be required to maintain such coverages in duplicate, but in each instance the more extensive coverage shall be maintained. 15.3.6 Tenant shall, prior to Commencement of Construction, obtain or cause to be obtained, and furnish to NYSERDA with respect to each contractor and subcontractor having a contract (or multiple contracts) providing for payments of $1,000,000.00 or more in the aggregate, either: (i) a payment and performance bond in a form and by a surety reasonably satisfactory to NYSERDA naming such contractor or subcontractor as obligor and NYSERDA, Tenant and each Mortgagee as co-obligees, each in a penal sum equal to the amount of such contractor’s or subcontractor’s contract; or (ii) both (1) a Guaranty of Completion executed by such surety or sureties in the form as may be reasonably acceptable to NYSERDA and (2) a letter from a surety company reasonably acceptable to NYSERDA attesting to the “bondability” of such contractor and its contract(s) or subcontract(s), as the case may be, or other evidence of bondability as is reasonably satisfactory to NYSERDA, which letter shall be reasonably acceptable to NYSERDA in form and substance. 15.4 Timing. Construction of the Building shall be (a) commenced on or prior to the Construction Commencement Date and prosecuted by Tenant with all reasonable diligence and without interruption, in each case however subject to Unavoidable Delays, and (b) Substantially Completed by Tenant in a good and workerlike manner in accordance with the approved Construction Documents, the Master Plan and the Design Guidelines, no later than [number of months to be inserted pursuant to Tenant’s proposal] months after the Construction Commencement Date as such date may be extended for Unavoidable Delays (the “Scheduled Completion Date”). Upon and as a condition to the occurrence of Substantial Completion of the Building, Tenant shall furnish NYSERDA with (i) true copies of a temporary Certificate of Occupancy [if applicable] and (ii) an ALTA survey prepared and sealed by a registered surveyor showing the Building and all easements and other matters of record relating to the Premises, certified by such surveyor to Tenant, NYSERDA, each Mortgagee, and to any title company which shall have insured or committed to insure the Premises, and bearing the certification of such surveyor that the Building is within the property lines of the Premises and do not encroach upon any easement or violate any restriction of record. “Substantial Completion of the Building” or “Substantially Completed” shall mean (i) substantial completion of all construction work on the Building (ii) the delivery to NYSERDA of a certificate of the Architect to NYSERDA that Tenant has completed sufficient work on the exterior portions of the Building such that Tenant would be entitled to obtain a temporary Certificate of Occupancy for the space in the Building if interior work had been completed to the same standards, and (iii) the delivery to NYSERDA of a statement in writing from the Architect that the construction has been performed substantially in accordance with the approved Construction Documents, the Master Plan and the Design Guidelines. In any event, Tenant shall deliver a true copy of such temporary Certificate(s) of Occupancy for the Building, to NYSERDA promptly upon their issuance. 22
    • Within one hundred twenty (120) days after Substantial Completion, Tenant shall provide NYSERDA with a complete set of “as built” plans for the Building prepared by the Architect and accompanied by a written statement by the Architect that the “as built” plans are complete and correct. Within six (6) months after the date of Substantial Completion of the Building, Tenant shall furnish NYSERDA with permanent Certificate(s) of Occupancy for all space in the Building duly issued by the New York State Office of General Services, provided, however, Tenant’s failure to obtain such permanent Certificate(s) of Occupancy within such six (6) month period shall not be a Default or Event of Default hereunder if Tenant shall be diligently and in good faith attempting to obtain same. In any event, Tenant shall promptly furnish NYSERDA with such permanent Certificate(s) of Occupancy after same has been duly issued. 15.5 Signage. Tenant may furnish and install, from the Construction Commencement Date until Substantial Completion, project signage, designed, of a size and with such text as shall be reasonably satisfactory to, NYSERDA, located on the Premises in a manner reasonably satisfactory to NYSERDA and Tenant. Tenant also shall extend to NYSERDA and any of its designee(s) the privilege of being featured participants in ground-breaking and opening ceremonies to be held at such time and in such manner as NYSERDA and Tenant shall agree. 15.6 Fill/Trees. Tenant shall remove from STEP all fill excavated from the Premises and shall dispose of such fill in accordance with all applicable Requirements. Tenant shall install fencing as required and as determined and directed by NYSERDA to protect existing trees. 15.7 Coordination. Tenant acknowledges that it is aware that construction activities of other developers and of NYSERDA are in progress or contemplated within STEP. Tenant shall coordinate its construction activities at the Premises with other construction activities taking place in STEP. The staging area for construction shall be limited to the following area: [to be specified.] In no event shall NYSERDA be liable for any delays in Tenant’s construction of the Building attributable to other construction activity in STEP; provided, however, that delay caused by construction activities of NYSERDA shall be construed to be Unavoidable Delay. In addition, Tenant shall (i) cause any and all work which Tenant is required to or does perform on, under or adjacent to any portion of any street situated in whole or in part in STEP to be performed in accordance with all applicable Requirements and in a manner which does not wrongfully obstruct or hinder ingress to or egress from any portion of STEP, (ii) not cause, permit or suffer the storage of construction materials or the placement of vehicles not then being operated in connection with construction activities on any portion of any such street, except as may be permitted by applicable Requirements, (iii) undertake its construction activities in accordance with normal New York State and Town of Malta construction rules (where applicable) and (iv) promptly repair or, if required by NYSERDA, replace any portion of STEP damaged by the act or omission of Tenant or any agent, contractor or employee of Tenant, any such repair or replacement, as the case may be, to be performed by using materials identical to those used by NYSERDA, or, if Tenant, despite its best efforts, is unable to procure such materials, using materials in quality and appearance similar to those used by NYSERDA and approved by NYSERDA. In the event Tenant shall have failed to promptly repair or replace such portion of STEP as hereinabove provided after notice by NYSERDA and subject to Unavoidable Delay, NYSERDA shall have the right to do so at Tenant’s expense and 23
    • Tenant shall, within ten (10) days after demand, reimburse NYSERDA for such costs and expenses incurred by NYSERDA. In the event Tenant shall fail to promptly comply with the provisions of subparagraph (ii) of this Section 15.7, NYSERDA shall have the right after notice to Tenant to remove such construction materials or vehicles at Tenant’s expense and Tenant shall, within ten (10) days after demand, reimburse NYSERDA for such costs and expenses incurred by NYSERDA. NYSERDA shall have the right, but shall not be obligated, to erect a perimeter fence enclosing the Premises and any other of the parcels within STEP, provided such fence shall permit construction access to the Premises. In the event NYSERDA erects such a fence, Tenant shall not interfere with same and, if the fence shall be damaged by the act or omission of Tenant or any agent, contractor or employee of Tenant, Tenant shall promptly repair or, if required by NYSERDA, replace the damaged portion in the manner provided in the immediately preceding clause (iv). At the request of NYSERDA, Tenant shall promptly enclose the Premises with an 8-foot high chain-mesh or wooden fence so as to separate the Premises from the remainder of STEP. During construction, Tenant shall maintain Tenant’s fence in good condition and shall have the right to temporarily remove and relocate the fence as may be required to permit construction access to the Premises provided the fence shall at all times remain within the boundaries of the Land. Upon Substantial Completion of the Building, Tenant shall remove Tenant’s fence and, if constructed, NYSERDA shall remove its fence from around the Premises. Subject to applicable Requirements, Tenant shall have the right to remove Tenant’s fence at an earlier date and, if such fence is constructed, NYSERDA, at the request of Tenant, shall remove its fence from around the Premises, if Tenant has commenced its program to lease space in the Building or sell Cooperative Apartments or Units. 15.8 Application of this Article. All of the provisions of this Article 15 are intended to apply with respect to the initial construction of the Building. The provisions of this Article 15 shall also apply to all Capital Improvements and Restorations. ARTICLE 16 - REPAIRS 16.1 Repairs Generally. Tenant shall, at its sole cost and expense, put and keep in good condition and repair the Premises, including, without limitation, the Building, roofs, foundations and appurtenances thereto, all sidewalks, water, sewer and gas connections, pipes and mains which are located on or service the Premises (unless the Town of Malta or a public utility company is obligated to maintain or repair same) and all Equipment, and shall put, keep and maintain the Building in good and safe order and condition, and make all repairs therein and thereon, interior and exterior, structural and nonstructural, ordinary and extraordinary, foreseen and unforeseen, necessary or appropriate to keep the same in good and safe order and condition, and whether or not necessitated by wear, tear, obsolescence or defects, latent or otherwise, provided, however, that Tenant’s obligations with respect to Restoration resulting from a casualty or condemnation shall be as provided within this Lease Agreement. Tenant shall, during the Term, comply with any maintenance and operational requirements set forth in the Design Guidelines. Tenant shall not commit or suffer, and shall use all reasonable precaution to prevent, waste, damage or injury to the Premises. When used in this Section 16.1, the term “repairs” shall include all necessary replacements, alterations and additions. All repairs made by Tenant shall be at least equal in quality 24
    • and class to the original work and shall be made in compliance with (i) all Requirements of Governmental Authorities (ii) the New York Board of Fire Underwriters or any successor thereto, (iii) the Uniform Fire and Building Code of the State of New York, as then in force, (iv) the Master Plan and (v) the Design Guidelines. 16.2 Sidewalks, Grounds, Etc. Tenant, at its sole cost and expense, shall keep or cause to be kept clean and free from dirt, snow, ice, rubbish, obstructions and encumbrances, the sidewalks and grounds, comprising, in front of, or adjacent to, the Premises and any parking facilities on the Land. 16.3 No NYSERDA Services. NYSERDA shall not be required to furnish any services, utilities or facilities whatsoever to the Premises, nor shall NYSERDA have any duty or obligation to make any alteration, change, improvement, replacement, Restoration or repair to, nor to demolish, any Building. Tenant assumes the full and sole responsibility for the condition, operation, repair, alteration, improvement, replacement, maintenance and management of the Premises. ARTICLE 17 - CHANGES, ALTERATIONS AND ADDITIONS 17.1 Capital Improvements Generally. From and after Substantial Completion of the Building, Tenant shall not demolish, replace or materially alter the Building, or any part thereof, or make any addition thereto, whether voluntarily or in connection with repairs required by this Lease Agreement (each, a “Capital Improvement” and, collectively, “Capital Improvements”), unless Tenant shall comply with the following requirements and, if applicable, with the additional requirements set forth herein: (i) No Capital Improvement shall be undertaken until Tenant shall have procured from all Governmental Authorities and paid for all permits, consents, certificates and approvals for the proposed Capital Improvement which are required to be obtained prior to the commencement of the proposed Capital Improvement (collectively, “Improvement Approvals”). At the request of Tenant, NYSERDA, at no cost or expense to it, shall within fifteen (15) days of Tenant’s request, execute, acknowledge and deliver any documents or instruments reasonably required to obtain such Improvement Approvals, provided such documents or instruments do not impose any cost, expense, liability or obligation (contingent or otherwise) on NYSERDA. True copies of all such Improvement Approvals shall be delivered by Tenant to NYSERDA prior to commencement of the proposed Capital Improvement. (ii) Each Capital Improvement, when completed, shall be of such a character as not to reduce the value of the Premises below its value immediately before construction of such Capital Improvement. (iii) All Capital Improvements shall be made with reasonable diligence and continuity (subject to Unavoidable Delays) and in a good and workerlike manner and in 25
    • compliance with (i) all Improvement Approvals, (ii) the Master Plan, the Design Guidelines, and pursuant to plans and specifications for such Capital Improvement as approved by NYSERDA, (iii) the orders, rules, regulations and requirements of any Board of Fire Underwriters or any similar body having jurisdiction, and (iv) all other Requirements. (iv) No construction of any Capital Improvements shall be commenced until Tenant shall have delivered to NYSERDA certificates of insurance with respect to insurance policies and, if NYSERDA requests, copies of such policies, issued by responsible insurers authorized to do business in the State of New York which meet the requirements set forth in Article 14 hereof, bearing notations evidencing the payment of premiums or installments thereof then due or accompanied by other evidence reasonably satisfactory to NYSERDA of such Payments, for the insurance required by Article 14. (v) Tenant shall not demolish the Building in whole or in part unless (x) Tenant shall have obtained the prior written consent of NYSERDA and, if such consent is obtained, shall promptly replace or restore the Building (or portion thereof demolished) in accordance with the requirements of this Lease Agreement. 17.2 Certain Capital Improvement Requirements. 17.2.1 If the estimated cost of any proposed Capital Improvement shall exceed Five Hundred Thousand Dollars ($500,000) (as such amount shall be increased as provided in Section 4.02(a)), either individually or in the aggregate with other Capital Improvements which are a related portion of a program or project of Capital Improvements constructed in any twelve (12) month period during the Term, Tenant shall comply with the provisions of Article 15. 17.2.2 Notwithstanding that the cost of any Capital Improvement is less than Five Hundred Thousand Dollars ($500,000), to the extent that any portion of the Capital Improvement involves structural work or work involving the exterior of the Building or a change in the height, bulk or setback of the Building from the height, bulk or setback existing immediately prior to the Capital Improvement or in any other manner affects compliance with the Master Plan, the Design Guidelines or the Designated Proposal Requirements, then Tenant shall furnish to NYSERDA at least twenty (20) Business Days prior to commencement of the Capital Improvement, complete plans and specifications for the Capital Improvement, prepared by a licensed professional engineer or registered architect approved by NYSERDA, which approval shall not be unreasonably withheld, and, at NYSERDA’s request, such other items reasonably requested by NYSERDA, all of the foregoing to be subject to NYSERDA’s review and approval as provided therein. In addition, if NYSERDA shall reasonably determine that the services of an independent architect or engineer are required in order for it to adequately review the plans and specifications describing the proposed Capital Improvement or inspect the work on behalf of NYSERDA, Tenant shall pay to NYSERDA the reasonable fees and expenses of such independent architect or engineer selected by NYSERDA. 17.2.3 NYSERDA shall notify Tenant in writing of NYSERDA’s determination with respect to any request for approval required under this Section 17.2 within fifteen (15) Business 26
    • Days of the later of (i) NYSERDA’s receipt of such request from Tenant or (ii) NYSERDA’s receipt of the plans and specifications and the drawings, information or samples which NYSERDA shall have requested in accordance with Section 17.2. NYSERDA shall specify in reasonable detail the reasons for any disapproval. Tenant shall not commence any Capital Improvement with respect to which approval is required under this Section 17.2 until NYSERDA shall have given, or shall be deemed to have given, such approval required under this Section 17.2. 17.2.4 In the event that Tenant shall desire to modify the plans and specifications which NYSERDA theretofore has approved pursuant to this Section 17.2 with respect to, or which will in any way affect, any aspect of the exterior of the Building or the height, bulk or setback thereof or which will affect compliance with the Design Guidelines, the Master Plan or the Designated Proposal Requirements, Tenant shall submit the proposed modifications to NYSERDA. NYSERDA shall review the proposed changes to determine whether or not they (i) conform to the Master Plan, the Design Guidelines and the Designated Proposal Requirements and (ii) provide for design, finishes and materials which are comparable in quality to those provided for in the approved plans and specifications and shall approve such proposed changes if they do so conform and so provide. If NYSERDA determines that the proposed changes are not satisfactory in light of the above criteria, it shall so advise Tenant, specifying in reasonable detail in what respect the plans and specifications, as so modified, do not conform to the Master Plan, the Design Guidelines or the Designated Proposal Requirements or do not provide for design, finishes and materials which are comparable in quality to those provided for in the approved plans and specifications. Within twenty (20) Business Days after NYSERDA shall have so advised Tenant or such longer period as NYSERDA in its reasonable judgment may approve, Tenant shall revise the plans and specifications so as to meet NYSERDA’s objections and shall deliver same to NYSERDA for review or shall notify NYSERDA of its decision not to proceed with the Capital Improvement. 17.3 Architect; Surveys, Etc. All Capital Improvements shall be carried out under the supervision of an architect selected by Tenant and approved by NYSERDA, which approval shall not be unreasonably withheld. Promptly following the completion of any Capital Improvement Tenant shall furnish to NYSERDA a complete set of “as built” plans for such Capital Improvement and, where applicable, a survey meeting the reasonable requirements of NYSERDA, together with a temporary Certificate of Occupancy (or equivalent) therefor and within a reasonable time thereafter, and before the expiration thereof, a permanent Certificate of Occupancy (or equivalent), in each case issued by the New York State Office of General Services, to the extent a modification thereof was required. ARTICLE 18 - DESTRUCTION In the event that, at any time during the term of this Lease, the buildings and improvements on the Premises shall be destroyed or damaged in whole or in part by fire or other cause within the extended coverage of the fire insurance policies carried by Tenant in accordance with this Lease, then, Tenant, at its own cost and expense, may, in Tenant’s sole discretion, subject to the provisions of any Landlord Occupancy Agreements, cause the same to be repaired, replaced or rebuilt within a 27
    • period of time which, under all prevailing circumstances, shall be reasonable. If Tenant elects not to repair, replace or rebuild, Tenant shall clear the Premises of all improvements, excepting however, those improvements determined by NYSERDA, on ninety days notice that can remain, pay all reserved rent hereunder on a present value basis discounted at 6.5% and all other amounts due NYSERDA and terminate this Lease. ARTICLE 19 - EMINENT DOMAIN 19.1 Generally. If the whole of the Premises shall be taken for any public or quasi-public use under any statute or by right of eminent domain or by private purchase in lieu thereof, then this Lease shall automatically terminate as of the date that possession had been taken. In the event of a partial taking (or purchase) of the Premises pursuant to which more than 25% of the Premises are so taken (or so purchased) or if as result of a taking (or purchase) of any part of the Premises 25% or more of the aggregate ground floor area in the buildings on the Premises shall be removed from usability for their then-current or intended purpose then Tenant shall have the right, but not the obligation, to terminate this Lease by giving written notice of such termination to Landlord on or prior to the date one hundred eighty days after the date of such taking (or purchase), and upon the giving of such notice of termination the term of this Lease shall expire and come to an end on the last day of the calendar month in which such notice shall be given, with the same force and effect as if said day had been originally fixed herein as the expiration date of the term of this Lease. In the event this Lease shall terminate or shall be terminated, the rental shall, if and when necessary, be adjusted to the day of the taking (or purchase) and neither party shall have any further right or liabilities hereunder. 19.2 Distribution of Award. 19.2.1 In the event of a taking (or purchase) resulting in the termination of this Lease pursuant to the provisions of Section 19.1, the parties hereto agree to cooperate in applying for and in prosecuting any claim for such taking and further agree, that the aggregate net award, after deducting all expenses and costs, including attorney fees, incurred in connection therewith, payable to both Landlord and Tenant shall be paid to Tenant (or if required, to any Mortgagee) and distributed as follows: (i) so much of such net award as is available for distribution shall first be paid to the holder or holders of any Mortgage or Mortgages to the extent of the then unpaid principal amount of such Mortgage or Mortgages; and (ii) then, the balance (herein called the “Fund”) of the net award, if any, remaining after such payment to the holders of any Mortgage or Mortgages pursuant to subparagraph (i) of this Subsection 19.2.1, shall be divided between Landlord and 28
    • Tenant by first paying to Landlord an amount out of the Fund equal to Landlord’s Share and then Tenant shall be paid the entire balance thereof remaining after such payment to Landlord; provided, however, that if such balance of the Fund shall be less than Tenant’s Minimum Share, then, Landlord shall be paid a fraction of the Fund the numerator of which shall be Landlord’s Share and the denominator of which shall be the sum of Landlord’s Share and Tenant’s Minimum Share, and Tenant shall be paid the balance of the Fund remaining after such payment to Landlord. 19.2.2 The term “Landlord’s Share,” as used in Subsection 19.2.1, shall mean an amount equal to the Fund multiplied by a fraction, the numerator of which is the number of years (or portion thereof) theretofore expired during the term and the denominator of which shall be the number of years described in Section 3.3 herein. 19.2.3 The term “Tenant’s Minimum Share,” as used in Subsection 19.2.1, shall mean an amount equal to Tenant’s total costs and expenses, of every kind and nature, not compensated for by insurance, incurred and paid in connection with and for the construction, repair and replacement (if any) of all buildings and other improvements on the Premises at any time and from time to time (hereinafter referred to as “Tenant’s Building Costs”) less the total net proceeds of any award theretofore received by Tenant from any (and all) prior partial takings (or purchases) and the amount of the net award paid to the holders of any Mortgage or Mortgages pursuant to subparagraph (i) of Subsection 19.2.1 with respect to such taking (or purchase) and with respect to any (and all) prior partial takings. In the event that Tenant shall at the time of such taking (or purchase) be unable to certify and establish the amount of Tenant’s Building Costs or shall, in its sole discretion, elect not to attempt to certify or otherwise establish the same, Tenant’s Building Costs shall, at Tenant’s option, be either (i) deemed to be an amount equal to $20.00 multiplied by the aggregate number of square feet of floor space at any time and from time to tine constructed (including major repairs and replacements not compensated for by insurance or condemnation proceeds) on the Premises; or (ii) determined by arbitration (in accordance with the rules then obtaining of the American Arbitration Association) in Saratoga County, New York. 19.3 Less than Total Taking. 19.3.1 In the event of a partial taking (or purchase) not resulting in the termination of this Lease pursuant to the provisions of Section 19.1, Tenant may, at Tenant’s own cost and expense, make all repairs to the buildings and improvements on the Premises affected by such taking (or purchase) to the extent necessary to restore the same to a complete architectural unit (to the extent permitted, however, taking into consideration the amount of land remaining after any such taking or purchase), provided, however, that Tenant shall not be obligated to expend an amount in excess of the proceeds of the net award available to Tenant for such purposes, as hereinafter provided. 19.3.2 All compensation available or paid to Landlord and Tenant upon such a partial taking (or purchase), shall be paid to Tenant for the purpose of paying towards the cost of such restoration, or, in the event that the parties hereto agree that only a portion of the aggregate 29
    • award is sufficient to so restore, then only such portion as agreed upon shall be paid to Tenant for such purpose and the balance shall be distributed pursuant to Subsection 19.3.3. 19.3.3 All compensation available or paid to Landlord and Tenant upon such a partial taking (or purchase) in excess of the amount thereof needed by Tenant to repair and restore the buildings and improvements shall be distributed in the same manner as is provided in Section 19.2 except that Landlord’s Share shall be reduced by a proportion corresponding to the proportion of the total square footage of land of the Premises so taken (or purchased) and Tenant’s Minimum Share shall be reduced by a proportion corresponding to the proportion of the total floor area of all buildings on the Premises so taken (or purchased); and except that all compensation for any temporary taking shall be distributed to Tenant without participation by Landlord. ARTICLE 20 - UTILITY EASEMENTS AND HIGHWAY ALIGNMENT 20.1 Tenant Grant. Tenant shall have the right to enter into reasonable agreements with utility companies or other third parties providing utilities or utility-type services creating easements in favor of such companies as are required in order to service the Subtenants of the buildings on the Premises, and Landlord covenants and agrees to consent thereto and to execute any and all documents, agreements and instruments, and to take all other actions, in order to effectuate the same, all at Tenant’s cost and expense. Landlord further covenants and agrees, upon request of Tenant, to convey without compensation therefore, perimeter and interior portions of the Premises for highway or roadway purposes, to the State of New York or any other appropriate governmental body. 20.2 Landlord Grant. Landlord shall have the right to enter into reasonable agreements with utility companies or other third parties providing utilities or utility-type services creating easements in favor of such companies as are required in order to service the Subtenants of the buildings on the Premises or other users of STEP, and Tenant covenants and agrees to consent thereto and to execute any and all documents, agreements and instruments, and to take all other actions, in order to effectuate the same, all at Landlord’s cost and expense. Tenant further covenants and agrees, upon request of Landlord, to convey without compensation therefore, perimeter and interior portions of the Premises for highway or roadway purposes, to NYSERDA, the State of New York or any other appropriate governmental body. ARTICLE 21 - LEASEHOLD MORTGAGES 21.1 Generally. 21.1.1 Tenant and every successor and assign of Tenant (including, but not limited to, any sublessee of Tenant, but only with Tenant’s prior consent) is hereby given the right by Landlord in addition to any other rights herein granted, with Landlord’s prior written consent, to mortgage its interests in this Lease, or any part or parts hereof, and any sublease hereof under one or more first leasehold mortgages and/or under a purchase money first or second leasehold mortgages in connection with any sale of such interest, and assign this Lease, or any part or parts thereof, and any sublease hereof as collateral security for any such mortgages, upon the condition that all rights acquired under such mortgages shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and to all rights and interests of Landlord herein, 30
    • none of which covenants, conditions or restrictions is or shall be waived by Landlord by reason of the right given so to mortgage such interest in this Lease, except as expressly provided herein. 21.1.2 Landlord recognizes and agrees that Tenant’s interests under this Lease, and the interests of Tenant’s successors, assigns and sublessees are intended to be financed, and agrees not to unreasonably withhold or deny the consent required by Section 21.1. Any other provision hereof notwithstanding, if Landlord shall not have responded to a request for the consent required by Section 21.1 within ten days of Landlord’s receipt thereof with a notice either (i) granting the requested consent, or (ii) refusing the requested consent and providing detailed justifications for such refusal, Landlord’s consent shall be deemed granted and the party or parties requesting such consent may carry on as though such consent had been expressly granted. 21.2 Leasehold Mortgagee Provisions. 21.2.1 If Tenant and/or Tenant’s successors and assigns (including, but not limited to, any sublessee of Tenant, but only with Tenant’s prior consent) shall mortgage this Lease or the leasehold created pursuant hereto, or any part or parts thereof, and if the holders of such mortgages shall, within thirty days of its execution, send to Landlord a true copy thereof, together with written notice specifying the name and address of the mortgagee and the pertinent recording date with respect to such mortgages, Landlord agrees that so long as any such leasehold mortgages shall remain unsatisfied of record or until written notice of satisfaction is given by the holder(s) to Landlord, the following provisions of this Section 21.2 shall be in full force and effect. 21.2.2 There shall be no cancellation, surrender or modification of this Lease by joint action of Landlord and Tenant without the prior consent in writing of the holders of any leasehold mortgages. 21.2.3 Landlord shall, upon serving Tenant with any notice of default, simultaneously serve a copy of such notice upon the holder of each leasehold mortgage. The leasehold mortgagee shall thereupon have the same period, after service of such notice upon it, to remedy or cause to be remedied the defaults complained of, and Landlord shall accept such performance by or at the instigation of any such leasehold mortgagee as if the same had been done by Tenant. 21.2.4 Anything herein contained notwithstanding, while any leasehold mortgage remains unsatisfied of record, or until written notice of satisfaction is given by the holder thereof to Landlord, if any default shall occur which, pursuant to any provision of this Lease, entitles Landlord to terminate this Lease, and if before the expiration of ten days from the date of service of notice of termination upon all applicable leasehold mortgagees any of such leasehold mortgagees shall have notified Landlord of its desire to nullify such notice and shall have paid to Landlord all rent and additional rent and other payments herein provided for, and then in default, and shall have complied or shall commence the work of complying with all of the other requirements of this Lease, except as provided in Subsection 21.2.8, if any are then in default, and shall prosecute the same to completion with reasonable diligence, then in such event Landlord shall not be entitled to terminate this Lease and any notice of termination theretofore given shall be void and of no effect. 31
    • 21.2.5 If the Landlord shall elect to terminate this Lease by reason of any default of Tenant, any leasehold mortgagees shall not only have the right to nullify any notice of termination by curing such default, as aforesaid, but shall also have the right to postpone and extend the specified date for the termination of this Lease as fixed by Landlord in its notice of termination, for a period of not more than six months, provided that such leasehold mortgagees shall cure or cause to be cured any then existing money defaults and meanwhile pay the rent, additional rent and comply with and perform all of the other terms, conditions and provisions of this Lease on Tenant’s part to be complied with and performed, other than past non-monetary defaults, and provided further that the leasehold mortgagees shall forthwith take steps to acquire or sell Tenant’s interest in this Lease by foreclosure of the mortgages or otherwise and shall prosecute the same to completion with all due diligence. If at the end of said six-month period the leasehold mortgagees shall be actively engaged in steps to acquire or sell Tenant’s interest herein, the time of said mortgagee to comply with the provisions of this Subsection 21.2.5 shall be extended for such period as shall be reasonably necessary to complete such steps with reasonable diligence and continuity. 21.2.6 Landlord agrees that the names of leasehold mortgagees may be added to the “Loss Payable Endorsement” of any and all insurance policies required to be carried by Tenant hereunder on condition that the insurance proceeds are to be applied in the manner specified in this Lease and that the leasehold mortgages or any collateral documents shall so provide. 21.2.7 Landlord agrees that in the event of termination of this Lease by reason of any default by Tenant other than for nonpayment of rent or additional rent and other payments herein provided for, that Landlord will enter into a new Lease of the Premises with a leasehold mortgagee or its nominee for the remainder of the term effective as of the date of such termination, at the rent and additional rent and upon the terms, provisions, covenants and agreements as herein contained and subject only to the same conditions of title as this Lease is subject to on the date of the execution hereof, and to the rights, if any, of any parties then in possession of any part of the Premises, provided: (i) said mortgagee or its nominee shall make written request upon Landlord for such new lease within fifteen days after the date of such termination and such written request is accompanied by payment to Landlord of sums then due to Landlord under this Lease; (ii) said mortgagee or its nominee shall pay to Landlord at the time of the execution and delivery of said new lease, any and all sums which would at the time of the execution and delivery thereof, be due pursuant to this Lease but for such termination, and in addition thereto, any expenses, including reasonable attorney fees, to which Landlord shall have been subjected by reason of such default; (iii) said mortgagee or its nominee shall perform and observe all covenants herein contained on Tenant’s part to be performed and shall further remedy any other conditions which Tenant was obligated to perform under the terms of this Lease; and 32
    • upon execution and delivery of such new lease, any subleases which may have theretofore been assigned and transferred by Tenant to Landlord, as security under this Lease, shall thereupon be deemed to be held by Landlord as security for the performance of all of the obligations of the tenant under the new lease; (iv) Landlord shall not warrant possession of the Premises to the tenant under the new lease; (v) such new lease shall be expressly made subject to the rights, if any, of Tenant under this Lease; and (vi) the tenant under each such new lease shall have the same right, title and interest in and to the buildings and improvements on the Premises as Tenant had under this Lease. 21.2.8 Nothing herein contained shall require the leasehold mortgagee or its nominee to cure any default of Tenant referred to in Article 27. 21.2.9 Landlord agrees promptly after submission to execute, acknowledge and deliver any agreements modifying this Lease requested by any leasehold mortgagee, provided that any such modification does not decrease Tenant’s obligations or decrease Landlord’s rights pursuant to this Lease. 21.2.10 The proceeds from any insurance policies or arising from a condemnation are to be held by any leasehold mortgagee and distributed pursuant to the provisions of this Lease, but the leasehold mortgagee may reserve its rights to apply to the mortgage debt all, or any part, of Tenant’s share of such proceeds pursuant to such mortgages. 21.2.11 Leasehold mortgagees shall be given notice of any arbitration proceedings by the parties hereto, and shall have the right to intervene therein and be made a party to such proceedings, and the parties hereto do hereby consent to such intervention. In the event that a leasehold mortgagee shall not elect to intervene or become a party to such proceedings, the leasehold mortgagee shall receive notice of, and a copy of any award or decision made in, said arbitration proceedings. 21.2.12 Landlord shall, upon request, execute, acknowledge and deliver to each leasehold mortgagee an Agreement prepared at the sole cost and expense of Tenant, in form satisfactory to such leasehold mortgagee, between Landlord, Tenant and the leasehold mortgagee, agreeing to all of the provisions of this Article 21. The term “mortgage,” whenever used herein, shall include whatever security instruments are used in the locale of the Premises, such as, without limitation, deeds of trust, security deeds and conditional deeds, as well as financing statements, security agreements and other documentation required pursuant to the Uniform Commercial Code. The term “mortgage,” whenever used herein, shall also include any instruments required in connection with a sale-leaseback transaction. 33
    • ARTICLE 22 - FEE MORTGAGES Landlord hereby covenants and agrees that during the term of this Lease (and extension thereof), except to the extent non-disturbance and attornment agreements have been obtained in commercially reasonable form in favor of Tenant and benefiting its Subtenants and mortgagees, Landlord shall not have the right or power to mortgage or otherwise create any security or other liens or encumbrances upon or affecting the fee interest in the Premises, or, except to the extent provided in an Agency Lease/Leaseback Agreement, buildings, improvements, fixtures, equipment or other property thereon, or any part thereof, at any time and from time to time, and Landlord shall not have the right or power to mortgage or to modify, extend, renew, replace, refinance or otherwise change or affect any mortgage at any time or from time to time created by Tenant pursuant to this Lease. ARTICLE 23 - SUBLEASES If for any reason this Lease and the leasehold estate of Tenant hereunder is terminated by Landlord by summary proceedings or otherwise in accordance with the terms of this Lease, Landlord covenants and agrees that such termination of this Lease shall not result in a termination of any sublease affecting the Premises and that they shall all continue for the duration of their respective terms and any extensions thereof as a direct lease between Landlord hereunder and the sublessee thereunder, with the same force and effect as if Landlord hereunder had originally entered into such sublease as Landlord thereunder (subject, however, to the prior right of the holder of any leasehold mortgage). Any such sublessee shall not be named or joined in any action or proceeding by Landlord under this lease to recover possession of the Premises or for any other relief. Landlord shall, upon request, execute, acknowledge and deliver such agreements evidencing and agreeing to the foregoing as each sublessee shall require. ARTICLE 24 - INDIVIDUAL LEASES 24.1 New Leases. At any time, and from time to time during the term of this Lease, upon written request by Tenant, or any of its successors or assigns, and within twenty days after the mailing of any such request, Landlord agrees to modify this Lease and enter into new leases (being hereinafter referred to in the singular as a “New Lease” and in the plural as “New Leases”) which collectively shall cover the entire Premises. Each such New Lease: (i) shall name such person, firm or corporation, as tenant thereunder, as shall be designated by Tenant, or any of its successors or assigns, in its request to Landlord, as hereinabove provided; 34
    • (ii) shall serve to release, from this lease, that portion of the Demised Premises covered under the New Lease and constitute a separate and distinct obligation of the tenant named thereunder; and (iii) shall contain the same terms, covenants, provisions, covenants and agreements as are set forth herein, except that: (1) the rent and additional rent payable under each New Lease shall be substantially in the same proportion to the total rent and additional rent payable under this lease as the square foot area of that portion of the Premises demised pursuant to such New Lease bears to the entire Premises; (2) each such New Lease shall contain such cross-easements, restrictions, covenants and agreements (including, but not limited to, those relating to use, utilities, parking, ingress and egress) as shall be requested by Tenant, or any of its successors or assigns; and (3) each such New Lease shall demise to the tenant named thereunder only that portion of the Premises as shall be specified by Tenant, or of its successors or assigns, in its request to Landlord, as hereinabove provided, and each such request shall be accompanied by a survey indicating that portion of the Premises to be demised under each New Lease together with a metes and bounds description thereof. 24.2 Single Leases. At any time, and from time to time, subsequent to the execution of any such New Lease, as hereinabove set forth, the tenants under any two or more of such New Leases may, by written notice to Landlord, request of Landlord that such New Leases of the requesting tenants be combined into a single lease (hereinafter referred to as a “Single Lease”) and Landlord shall, within twenty days after any notice thereof, enter into such Single Lease by executing and delivering such Single Lease, with the requesting tenants or their nominee or nominees named as tenant thereunder, covering the entire Premises or such portion thereof as shall have been covered by all of the New Leases replaced thereby, upon the same terms, provisions, covenants and agreements as set forth in the New Leases replaced thereby, except that: (i) the rent and additional rent payable under the Single Lease shall be a total of the rents and additional rents paid under the New Leases which are replaced by the Single Lease; (ii) such Single Lease shall contain such cross-easements, restrictions, covenants and agreements (including, but not limited to, those relating to use, utilities, parking, ingress and egress) as shall be requested by the tenants under the New Leases which are replaced by the Single Lease; and (iii) such Single Lease shall demise to the tenant named thereunder that portion of the Premises as shall have been demised under the New Leases replaced thereby. 24.3 Landlord’s Covenant of Compliance. Landlord covenants and agrees that promptly upon request by Tenant therefore, it will execute, acknowledge and deliver any instrument or instruments requested by Tenant, or any of its successors or assigns, to effectuate the provisions of this Article 24. 35
    • ARTICLE 25 - PERFORMANCE BY SUBTENANTS Any act required to be performed by Tenant pursuant to the terms of this Lease may be performed by any sublessee of Tenant occupying all or any part of the Premises and the performance of such act shall be deemed to be performance by Tenant and shall be acceptable as Tenant’s act by Landlord. ARTICLE 26 - COMMON AREA EXPENSES Tenant shall pay, within ten days of Landlord’s written billing notice, Tenant’s proportionate share of common area operating costs as reasonably determined by Landlord. ARTICLE 27 - QUIET ENJOYMENT AND LANDLORD’S TITLE 27.1 Landlord’s Covenant. Tenant, upon paying the rent and additional rent and all other sums and charges to be paid by it as herein provided, and observing and keeping all covenants, warranties, agreements and conditions of this Lease on its part to be kept, shall quietly have and enjoy the Premises during the term of this Lease, without hindrance or molestation by anyone. 27.2 Warranty of Title. Landlord represents and warrants to Tenant that it has fee simple title to the Premises and the power and authority to execute and deliver this Lease and to carry out and perform all covenants to be performed by Landlord hereunder. Landlord further represents and warrants to Tenant: (i) that at the time of the commencement of the term, sole and undisturbed physical possession of the entire Premises will be delivered to Tenant free and clear of all liens, defects in title, encumbrances, restrictions, agreements, easements, tenancies and violations of law other than such matters as may be Permitted Exceptions; and (ii) that at all times Tenant shall have unobstructed and adequate means of ingress and egress to the Premises from all abutting streets, roads and highways. 27.3 Landlord’s Default. If Landlord shall be in default under this Article 27, Tenant, in addition to any and all remedies it may have in law and/or equity, may terminate this Lease upon written notice to the Landlord. ARTICLE 28 - DEFAULTS 28.1 Generally. In the event any one or more of the following events shall have occurred and shall not have been remedied as hereinafter provided: (i) the occurrence of any event set forth in 36
    • Article 29, without the curing of same as therein provided; (ii) Tenant’s failure to pay any installment of basic rent or additional rent when the same shall be due and payable and the continuance of such failure for a period of forty-five days after receipt by Tenant of notice in writing from Landlord specifying in detail the nature of such failure; or (iii) Tenant’s failure to perform any of the other covenants, conditions and agreements herein contained on Tenant’s part to be kept or performed and the continuance of such failure without the curing of same for a period of sixty days after receipt by Tenant of notice in writing from Landlord specifying in detail the nature of such failure, and provided Tenant shall not cure said failure as provided in Section 28.2; then, Landlord may, at its option, give to Tenant a notice of election to end the term of this Lease upon a date specified in such notice, which date shall be not less than ten business days (Saturdays, Sundays and legal holidays excluded) after the date of receipt by Tenant of such notice from Landlord, and upon the date specified in said notice, the term and estate hereby vested in Tenant shall cease and any and all other right, title and interest of Tenant hereunder shall likewise cease without further notice or lapse of time, as fully and with like effect as if the entire term of this lease had elapsed, but Tenant shall continue to be liable to Landlord as hereinafter provided. Simultaneously with the sending of the notice to Tenant, hereinabove provided for, Landlord shall send a copy of such notice to any sublessee(s) of the Premises or portions thereof that Tenant may select, in writing, from time to time, and any additional persons or parties having an interest in the Premises that Tenant may select, in writing, from time to time. The curing of any default(s) within the above time limits by any of the aforesaid parties or combination thereof, shall constitute a curing of any default(s) hereunder with like effect as if Tenant had cured same hereunder. 28.2 Extension of Cure Period. In the event that Landlord gives notice of a default of such a nature that it cannot be cured within such sixty-day period then such default shall not be deemed to continue so long as Tenant, after receiving such notice, proceeds to cure the default as soon as reasonably possible and continues to take all steps necessary to complete the same within a period of time which, under all prevailing circumstances, shall be reasonable. No default shall be deemed to continue if and so long as Tenant shall be so proceeding to cure the same in good faith or be delayed in or prevented from curing the same by any cause specified in Section 32 hereof. 28.3 Effect of Cure. Notwithstanding anything to the contrary contained in this Article 28, in the event that any default(s) of Tenant shall be cured in any manner hereinabove provided, such default(s) shall be deemed never to have occurred and Tenant’s rights hereunder shall continue unaffected by such default(s). 28.4 Landlord’s Re-Entry. Upon any termination of the term of this Lease pursuant to Section 28.1, or at any time thereafter, Landlord may, in addition to and without prejudice to any other rights and remedies Landlord shall have at law or in equity, re-enter the Premises, and recover possession thereof and dispossess any or all occupants of the Premises (except as provided in Article 20 hereof) in the manner prescribed by the statute relating to summary proceedings, or similar statutes; but Tenant in such case shall remain liable to Landlord as hereinafter provided. 28.5 Landlord’s Remedies. In case of any such default, re-entry, expiration and/or dispossess by summary proceedings: (i) the rent shall become due thereupon and be paid up to the 37
    • time of such re-entry, expiration and/or dispossess; (ii) Landlord may relet the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may, at Landlord’s option, be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease and may grant concessions or free rent; and (iii) Tenant or the legal representatives of Tenant shall also pay Landlord as liquidated damages for the failure of Tenant to observe and perform Tenant’s covenants herein contained any deficiency between the rent hereby reserved and/or covenanted to be paid and the net amount, if any, of the rents collected on account of the lease or leases of the Premises for each month of the period which would otherwise have constituted the balance of the term of this Lease. In computing such liquidated damages, there shall be added to the said deficiency such reasonable expenses as Landlord may incur in connection with reletting, such as brokerage and preparation for reletting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent day specified in this Lease and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord, at Landlord’s option, may make such alterations, repairs, replacements and/or decorations in the Premises as Landlord, in Landlord’s sole judgment, considers advisable and necessary for the purpose of re-letting the Premises; and the making of such alterations, repairs, replacements and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord agrees to use its best efforts to mitigate all damages and to re-let the Premises in the event of any default specified herein. ARTICLE 29 - BANKRUPTCY AND INSOLVENCY If, after the commencement of the term of this Lease: (i) the tenant then having the title to the leasehold estate created hereunder shall while having such title be adjudicated a bankrupt or adjudged to be insolvent; (ii) a receiver or trustee shall be appointed for the aforesaid tenant's property and affairs; (iii) the aforesaid tenant shall make an assignment for the benefit of creditors or shall file a petition in bankruptcy or insolvency or for reorganization or shall make application for the appointment of a receiver; or (iv) any execution or attachment shall be issued against the aforesaid tenant or any of the aforesaid tenant’s property, whereby the Premises or any building or buildings or any improvements thereon shall be taken or occupied or attempted to be taken or occupied by someone other than the aforesaid tenant, except as may herein be permitted, and such adjudication, appointment, assignment, petition, execution or attachment shall not be set aside, vacated, discharged or bonded within one hundred twenty days after the issuance of the same, then a default hereunder shall be deemed to have occurred so that the provisions of Article 28 shall become effective and Landlord shall have the rights and remedies provided for therein. Notwithstanding anything to the contrary hereinabove contained, upon the occurrence of a default pursuant to this Article 29, if the rent due and payable hereunder shall continue to be paid and the other covenants, conditions and agreements of this Lease on Tenant’s part to be kept and performed shall continue to be kept and performed, no event of default shall have been deemed to have occurred and the provisions of Article 28 shall not become effective. 38
    • ARTICLE 30 - WAIVERS Failure of Landlord or Tenant to complain of any act or omission on the part of the other party no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by Landlord or Tenant at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this lease or a consent to any subsequent breach of the same or any other provision. No acceptance by Landlord of any partial payment shall constitute an accord or satisfaction but shall only be deemed a part payment on account. ARTICLE 31 - LIMITATION OF LIABILITY 31.1 Generally. Notwithstanding anything to the contrary herein provided this Lease, if Tenant or any successor in interest of Tenant shall be a mortgagee, or an individual, joint venture, tenancy in common, firm or partnership, general or limited, it is specifically understood and agreed that there shall be absolutely no personal liability on the part of such mortgagee or such individual or on the part of the members of such firm, partnership or joint venture with respect to any of the terms, covenants and conditions of this Lease, and Landlord shall look solely to the equity of Tenant or such successor in interest in the leasehold estate of Tenant in the Premises for the satisfaction of each and every remedy of Landlord in the event of any breach by Tenant or by such successor in interest of any of the terms, covenants and conditions of this Lease to be performed by Tenant, such exculpation of personal liability to be absolute and without any exception whatsoever. 31.2. Tenant Indemnity. Tenant shall not do, or knowingly permit any Subtenant, or any employee, agent or contractor of Tenant or of any Subtenant, to do any act or thing upon the Premises or elsewhere in STEP which may reasonably be likely to subject NYSERDA to any liability or responsibility for injury or damage to persons or property, or to any liability by reason of any violation of any Requirement, and shall use its best efforts to exercise such control over the Premises so as to fully protect NYSERDA against any such liability. Tenant, to the fullest extent permitted by law, shall indemnify and save NYSERDA and the State of New York and their agents, directors, officers and employees (collectively, the “Indemnitees”), harmless from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including, without limitation, reasonable engineers’, architects’ and attorneys’ fees and disbursements, which may be imposed upon or incurred by or asserted against any of the Indemnitees by reason of any of the following occurring during the Term, except to the extent that the same shall have been caused in whole or in part by the negligence or wrongful act of any of the Indemnitees: (i) construction of the Building or any other work or thing done in or on the Premises or any part thereof; (ii) any use, non-use, possession, occupation, alteration, repair, condition, operation, maintenance or management of the Premises or any part thereof, or of any street, alley, 39
    • sidewalk, curb, passageway or space comprising a part of the Premises or adjacent thereto, provided such indemnity with regard to streets, alleys, sidewalks, curbs, passageways and other space is limited to an alteration, repair, condition, or maintenance of any street, alley, sidewalk, curb, passageway or other space done or performed by Tenant or any agent, contractor, servant or employee of Tenant or which Tenant is obligated to do or perform; (iii) any negligent tortious act or failure to act (or act which is alleged to be negligent or tortious) within STEP on the part of Tenant or any agent, contractor, servant or employee of Tenant; (iv) any accident, injury (including death at any time resulting therefrom) or damage to any Person or property occurring in or on the Premises or any part thereof or in, or about any sidewalk, unless such sidewalk is solely within the control of a utility company; (v) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease Agreement on its part to be performed or complied with; (vi) any lien or claim which may have arisen out of any act of Tenant or any agent, contractor, servant or employee of Tenant against or on the Premises or any other portion of STEP, or any lien or claim created or permitted to be created by Tenant in respect of the Premises against any assets of, or funds appropriated to any of the Indemnitees under the laws of the State of New York or of any other Governmental Authority or any liability which may be asserted against any of the Indemnitees with respect thereto; (vii) any failure on the part of Tenant to keep, observe and perform any of the terms, covenants, agreements, provisions, conditions or limitations contained in the Construction Agreements, Subleases, or other contracts and agreements affecting the Premises, on Tenant’s part to be kept, observed or performed; (viii) any tax attributable to the execution, delivery or recording of this Lease Agreement; (ix) any contest by Tenant permitted pursuant to the provisions of this Lease Agreement; or (x) any action taken by any Person (other than NYSERDA) pursuant to any Environmental Statute or under common law, pertaining to hazardous or toxic waste or other substances found in, on or under, affixed to or emanating from the Premises (except to the extent such waste or other substances are present as of the date hereof), or in any manner arising out of or related to the presence, use, generation, storage, disposal or transport of any hazardous materials or environmental contaminants found in, on or under, affixed to or emanating from the Premises (except to the extent such substances are present as of the date hereof). 40
    • 31.3 No Effect of Insurance. The obligations of Tenant under this Article 31 shall not be affected in any way by the absence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting the Premises. 31.4. Indemnification Procedure. If any claim, action or proceeding is made or brought against any of the Indemnitees by reason of any event for which Tenant has agreed to indemnify the Indemnitees in Section 31.2, then, upon demand by NYSERDA, Tenant shall resist or defend such claim, action or proceeding (in such Indemnitee’s name, if necessary) by the attorneys for Tenant’s insurance carrier (if such claim, action or proceeding is covered by insurance maintained by Tenant) or (in all other instances) by such attorneys as Tenant shall select and NYSERDA shall approve, which approval shall not be unreasonably withheld. In such event, Tenant shall control all decisions in respect of the litigation and settlement of such claims, provided that any such settlement shall not require the admission by an Indemnitee of any liability or wrongdoing and shall provide a complete release of the Indemnitees with respect to the claims in question. Notwithstanding the foregoing, NYSERDA may engage its own attorneys to defend it or to assist in its defense. Provided such claim, action or proceeding is not covered by insurance maintained by Tenant and the attorneys engaged by NYSERDA are experienced in matters of the type in question, Tenant shall pay the reasonable fees and disbursements of such attorneys. In the event such claim, action or proceeding is covered by insurance and Tenant’s insurer refuses to pay all or any portion of the fees and disbursements of any attorneys separately retained by NYSERDA, NYSERDA shall pay such fees and disbursements or such portion as shall not be paid by Tenant’s insurer. 31.5. Survival. The provisions of this Article 31 shall survive the Expiration Date with respect to actions or the failure to take any actions or any other matter arising prior to the Expiration Date. ARTICLE 32 - FORCE MAJEURE In the event that Landlord or Tenant shall be delayed, hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, the act, failure to act or default of the other party, war or other reason beyond their control, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. 41
    • ARTICLE 33 - MISCELLANEOUS 33.1 Notices. Every notice, approval, consent or other communication authorized or required by this lease shall not be effective unless same shall be in writing and sent postage prepaid by United States registered or certified mail, return receipt requested, directed to the other party at its address hereinabove first mentioned, or such other address as either party may designate by notice given from time to time in accordance with this Section 31.1. The rent payable by Tenant hereunder shall be paid to Landlord at the same place where a notice to Landlord is herein required to be directed. 33.2 Certificate. Either party shall, without charge, at any time and from time to time hereafter, within ten days after written request of the other, certify by written instrument duly executed and acknowledged to any mortgagee or purchaser, or proposed mortgagee or proposed purchaser, or any other person, firm or corporation specified in such request: (i) as to whether this lease has been supplemented or amended, and if so, the substance and manner of such supplement or amendment; (ii) as to the validity and force and effect of this lease, in accordance with its tenor as then constituted; (iii) as to the existence of any default thereunder; (iv) as to the existence of any offsets, counterclaims or defenses thereto on the part of such other party; (v) as to the commencement and expiration dates of the term of this lease; and (vi) as to any other matters as may reasonably so requested. Any such certificate may be relied upon by the party requesting it and any other person, firm or corporation to whom the same may be exhibited or delivered, and the contents of such certificate shall be binding on the party executing same. 33.3 Governing Law. This Lease and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of New York. 33.4 Partial Invalidity. If any term, covenant, condition or provision of this Lease or the application thereof to any person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this lease shall be valid and be enforced to the fullest extent permitted by law. 33.5 Short Form Lease. The parties will at any time, at the request of either one, promptly execute duplicate originals of an instrument, in recordable form, which will constitute a short form of lease, setting forth a description of the Demised Premises, the term of this lease and any other portions thereof, excepting the rental provisions, as either party may request. 33.6 Interpretation. Wherever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. The section headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof. This lease may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. The terms “Landlord” and “Tenant” whenever used herein shall mean only the owner at the time of 42
    • Landlord’s or Tenant’s interest herein, and upon any sale or assignment of the interest of either Landlord or Tenant herein, their respective successors in interest and/or assigns shall, during the term of their ownership of their respective estates herein, be deemed to be Landlord or Tenant, as the case may be. 33.7 Entire Agreement. No oral statement or prior written matter shall have any force or effect. Tenant agrees that it is not relying on any representations or agreements other than those contained in this Lease. This Lease shall not be modified or canceled except by writing subscribed by all parties. 33.8 Parties. Except as herein otherwise expressly provided, the covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, successors, administrators and assigns. 43
    • IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY By:_____________________________________ [Developer under RFP] By:_____________________________________ 44
    • EXHIBIT A Description of the Premises A parcel of land located in the northwest quadrant in Phase I of STEP. 45
    • EXHIBIT B Depiction of the Premises
    • ATTACHMENT D Background Information on Starfire Systems, Inc. Starfire Systems, Inc. (Starfire) develops and manufactures ceramic-forming polymers that are processed into high- temperature, high performance silicon-carbide composites. Starfire’s polymers represents an innovative, lower cost, energy-efficient process for manufacturing silicon-carbide products. The materials Starfire produces with its polymers are incorporated into a number of applications, including the semiconductor industry, which is expected to grow rapidly in New York State with the arrival of SEMATCH North. Additional uses for Starfire’s technology include aerospace and military applications, diesel filters, automotive parts, and machine tools. Starfire has also obtained funding from NASA, the U.S. Air Force through the Small Business Innovative Research program, and other programs.
    • Attachment E (Original out for signature) January 24, 2006 Mr. Robert G. Callender Vice President for Programs New York State Energy Research and Development Authority 17 Columbia Circle Albany, New York 12203 RE: STEP, Site One Dear Mr. Callender, As you are aware, the technological innovation being offered by Starfire Systems, Inc. has been well received by the a number of industry sectors. Our proprietary products have enable us to lower production costs and win several competitive contracts. Our current growth projections will require a minimum of 22,000 sq. ft. of combined office and manufacturing space to be constructed by March, 2007. We have appreciated the support of New York State and NYSERDA, and believe that this synergistic relationship could be further developed by expanding at STEP. We would therefore like to express a desire to lease space at the Saratoga Technology + Energy Park. Sincerely, Richard Saburro President Starfire Systems, Inc.
    • Attachment F Preliminary Project Scope Starfire Systems, Inc. General Trades Core and Shell · Foundations will consist of strip footings at perimeter with either CMU or CIP concrete foundation walls. Column footings will be isolated spread footings. SO G w ill be 4” thick with wire mesh reinforcement. · Structural steel frame will be used in conjunction with metal decking over open web bar joists to frame the second floor and the roof. Second floor will be 4” normal weight concrete deck with wire mesh reinforcement. Roof framing will be sloped to accommodate proper drainage. · Exterior skin will consist of split face CMU up to 14’ with metal siding above to roof. The siding will be vertically applied, exposed fastener system equivalent to Centria Econolap. Support system will consist of horizontal metal framing spanning between columns. Minimal framing is anticipated. · Rigid insulation, vapor barrier, and finish material or drywall on metal studs will be installed over the CM U walls. Batt insulation and vapor barrier will be installed directly behind the metal siding (no finish material if double-height spaces are provided ). · Roof will be a mechanically fastened 60mil EPDM system over R20 isocyanurate insulation , not tapered. · Entry will incorporate 1 bay of storefront, approx. 40’ x 30’, to provide outside light into an open lobby with a stairway to 2nd floor. Lobb y will include a holeless hydraulic freight/passenger elevator. · Punched windows, 4’x6’, will be utilized on both the 1 st and 2 nd floors. All glazing will be low-E. · Finished building lobby. Tenant Improvements · Office and laboratory fit-up will include ACT drop ceilings, light gage metal framed GW B partitions, carpet and VCT flooring. Raised flooring will not be required except in the commu nications room (no slab depression). · Special systems for Nitrogen, compressed air, D1HSO will be by Starfire, including “head-end” equipment and distribu tion. · Fume hoods, if any, including equipment, supply air system, ducts, fans and stacks, and laboratory casework and equipment, elephant trunk exhaust system and filters will be by Starfire. Electric Core and shell · 2500 K VA transformer (NiMo) to main panel in the electric room
    • Tenant Improvements · Main runs to sub panel locations in the functional areas of the facility for distribution by Starfire as part of production installation. · Con venience outlets and lights in the office areas and laboratory areas. · High bay HID lighting in the production area. · Emergency generators for communications and special systems (Plug Pow er) provided and connected to the system by NY SERD A. (W e und erstand that this will provide from 5-20 kW of back up). · It is our understanding that an emergency generator system does not provide an econom ical payback and therefore w ill not be provided . Note: Additional emergency generation is not yet included in the cost estimates. Fire Protection Core and Shell · Fire department connections for sprinkler system. Tenant Improvements · Installation of the sprinkler system. Plumbing Core and Shell · Con nection to water supply and sewer. · Starfire will provide special systems such as gas, nitrogen, de-ionized water, compressed air. Tenant Improvements · Main runs to functional areas of the facility for hot water, cold water, sewer w ith connection available along runs. · Main runs, connections, and fixtures in the office areas. Mechanical Systems Tenant Improvements · Office areas: complete system consisting of DX u nits (rooftop), supply ducts, return air (plenum ), exhaust ducts, AT C system. · Production Areas: B oiler, fan unit (rooftop), two-three-ducted supply points to the manufacturing area. Return/ex haust system not required. Note: Special evacuation systems and “super night cool down” systems tbd.
    • SARATOGA TECHNOLOGY + ENERGY PARK (STEP) TENANT SELECTION CRITERIA NYSERDA’s vision for STEP, as set forth in the Master Plan approved by NYSERDA’s Board, is to establish “a knowledge community centered on niches of expertise in clean energy and environmental technologies – including an important focus on transformational and enabling technologies.” The primary objective of the Tenant Selection Criteria is to implement this vision. Pursuant to the terms of the Ground Lease, and subject to environmental and zoning review, and any required permitting, NYSERDA will consider requests made by the Tenant for approval of proposed Subtenants at STEP in accordance with the criteria set forth below. 1. Any entity that has, within one year of the date the request for approval is submitted to NYSERDA, participated as a contractor in NYSERDA’s Research and Development or New York Energy $martSM programs will be approved. 2. Any entity that offers education, training, or testing relating to, or that has as its primary business focus, research and development, assembly and/or manufacture of products or technologies, or provision of services that: assist in the generation, transmission, or distribution of clean energy; increase or facilitate efforts to increase energy efficiency; or improve or facilitate efforts to improve the environment will be approved. 3. Any entity engaged in the practices set forth in paragraph two above as a non-primary business focus will be considered for approval on a case-by-case basis. 4. Any entity that uses state-of-the-art energy-efficient or environmentally friendly technologies in its business practices will be considered for approval on a case-by-case basis. 5. Any entity that provides goods or services that may be useful to the entities set forth in paragraphs 1 through 4 above will be considered for approval on a case-by-case basis.
    • Conceptual Design Guidelines March 2004 Prepared for New York State Energy Research and Development Authority Prepared by IDEA Partnerships, LLC with Perkins & Will
    • Saratoga Technology + Energy Park Conceptual Design Guidelines March 2004 CONTENTS 1—INTRODUCTION ....................................................................................................................... 1 STEP VISION AND MASTER PLAN ........................................................................................... I PURPOSE OF THE DESIGN GUIDELINES .................................................................................... I GENERAL RESPONSIBILITIES OF NYSERDA AND DEVELOPERS ............................................... I NYSERDA RESPONSIBILITIES ................................................................................................ I DEVELOPER RESPONSIBILITIES ............................................................................................... I 2—DESIGN GUIDELINES .............................................................................................................. 2 A. SUSTAINABILITY ........................................................................................................... 2 B. SITE DESIGN AND LANDSCAPING ................................................................................... 2 C. BUILDING DESIGN ......................................................................................................... 5 D. WAYFINDING ................................................................................................................ 8 E. CONSTRUCTION SITE MANAGEMENT .............................................................................. 8 F. MAINTENANCE .............................................................................................................. 8 3—DESIGN REVIEW AND APPROVAL ........................................................................................ 9 A. STATUS AND APPLICATION OF DESIGN GUIDELINES ....................................................... 9 B. SUBMITTAL PROCESS ................................................................................................... 9 C. ADDITIONAL REVIEW CONSIDERATIONS ......................................................................... 9 STEP Conceptual Design Guidelines Contents
    • Saratoga Technology + Energy Park Conceptual Design Guidelines March 2004 1—INTRODUCTION STEP Vision and Master Plan General Responsibilities of The Saratoga Technology + Energy Park NYSERDA and Developers (STEP) is a 280-acre property in Malta, New STEP has been planned to be built York. As an economic development initiative of incrementally over time by a diverse number of the New York State Energy Research and builders and developers. The Land Plan is Development Authority (NYSERDA), STEP will conceived as a series of developments, or be the first technology park to focus on clean building “neighborhoods," connected by a energy and related environmental technologies. common infrastructure of roads, utilities and A recently developed Master Plan for STEP landscape. This common infrastructure will will guide overall development. likely be designed and built by NYSERDA. The areas within the neighborhoods will be designed Purpose of the Design and built by the individual builders or developers, hereinafter termed the Developer. Guidelines The intent of the Land Plan and the purpose of These Design Guidelines are an adjunct these Design Guidelines are that the interface document to the STEP Master Plan, which between STEP and the applicant-built includes a Land Plan. All elements of the environments is seamless and that there is a Master Plan and Land Plan govern STEP design uniform consistency of quality throughout the life and are incorporated by reference into these of the project. Design Guidelines. These Design Guidelines were created to NYSERDA Responsibilities establish and perpetuate a measured and NYSERDA will share costs for the primary consistent standard of quality for design and roadways and inter-neighborhood roadways. development. The Guidelines are more than a This includes roadway, curbing, sidewalks, set of formal regulation specifying heights, street lighting, regulatory and directional materials or specific architectural treatments. signage, and street trees. In addition, all They address building relationships and underground utilities will be installed as main compatibility so as to define and protect the lines beneath the roadway with stub-outs to general appearance and character of the Park. parcels. The broader goal is that future users of the Park can be assured of continued adherence to the intent of the Land Plan. Developer Responsibilities The Developer shall design and build all The Guidelines also serve as a statement of improvements within a parcel. Typically this expectations for the actions of developers, includes a building, its attendant parking and architects, builders and tenants. Development service drives, pedestrian sidewalks, landscape restrictions and aesthetic intentions are clearly features, site furnishings, site lighting and stated and will be consistently applied, yet regulatory and identity signage. The design and provide flexibility for architectural expression - construction of courtyards between the buildings especially for the expression of NYSERDA's and other shared spaces also will be designed mission. and constructed by the respective developers in The Guidelines will be implemented and coordination with NYSERDA. monitored by a Design Review Committee which is described below. STEP Conceptual Design Guidelines Page 1
    • guidelines of the State of New York and the US 2—DESIGN GUIDELINES Green Building Council as follows: The buildings and grounds at STEP will be ∇ Each building will comply with the developed in a manner that supports and State of New York’s Executive Order expresses the mission of the park and the # 111, “Directing State Agencies To common missions of its tenants. Compatible Be More Energy Efficient And buildings are preferred to buildings that attempt to Environmentally Aware ‘Green And compete with one another; harmony in materials Clean State Buildings And Vehicles’" and colors is preferred over the continuous ∇ Each development must receive at introduction of previously unseen elements; the least a basic LEED™ certification consistent use of a narrow selection of site from the US Green Building Council implements is expected as opposed each project ∇ Each development will earn a introducing its own. minimum of 4 LEED™ points for Within these intentions, developers also will energy efficiency (Optimize Energy be encouraged to take to heart a core aspect of Performance) NYSERDA’s mission, and apply innovation and ∇ Each development will earn a technology in the development of the individual minimum of one point for renewable buildings and surrounding grounds. energy The design guidelines that follow are specific ∇ Each project team will include one in intent but conceptual in detail. All products and member that is a LEED™ Accredited details depicted are illustrative examples only. Professional Specific details that realize the stated intentions ∇ Each building should be designed to will be developed in concert with the first facilitate required periodic retro- developing project, and subsequently commissioning. (Period to be incorporated into this document. determined.) Developers also are to be aware of design ∇ Appliances purchased by the guidelines and the Comprehensive Plan as developer are to be ENERGY published by the Town Of Malta. STEP’s design STAR™ rated. guidelines seek to emulate and build upon Malta’s objectives, paraphrased as follows: B. Site Design and Landscaping ∇ An awareness of the importance of The natural setting of the park will be the architectural character over-arching concept behind all site design. ∇ The appeal of buildings and neighborhood character B.1 Design Approach Development of the site is to be “low impact” ∇ Design that is pedestrian-friendly in nature, and the best technologies will be used ∇ Buildings that work together to create to foment sustainable preservation and a common identity conservation that will enhance the natural beauty ∇ A well-designed environment that of the site. The topography of the site will require increases value. little if any cutting and filling, and the presence of central utilities and circulation infrastructures will The subsequent development of detailed minimize excavations and other disruptions of the standards referenced above will seek to natural fabric. coordinate with Malta’s guidelines, but the developer(s) for the initial project should become The trees on the site are regarded as pre- familiar with the Malta documents at the outset. existing design elements. Trees are to be removed where necessary to make room for the A. Sustainability footprints of physical improvements, but are not to Each development will be designed for high be removed in large numbers for the sole purpose performance and sustainability of site work and of expediting the construction process. Site plan building construction in accordance with the reviews will address tree removal and STEP Conceptual Design Guidelines Page 2
    • preservation as an integral part of design approval. B.2 Parking Common dimensions will be used for the As an aid in site preservation and following: enhancement, parking will be shared as opposed to being building or tenant-specific. As projects ∇ Aisle width develop, this will allow a project’s parking ∇ Stall depth quantities to be based on the capacity needs of ∇ Stall width the entire site as developed to that point, in lieu of setting a number of spaces that will stand alone ∇ Parking lot entrance width for that project. This approach will reduce the ∇ Parking lot entrance radii overall amount of impervious surface and enable Consistent detailing will be specified for the developers to afford meandering patterns that following: respect and take advantage of the site’s natural amenities. ∇ Top coat of paving ∇ Pavement markings Additional aspects of the natural systems and cycles of the property are to be recognized as ∇ Curb and gutter well. Parking, sidewalks and landscaping must be ∇ Catch basins and curb inlets planned to facilitate snow removal in a manner that is neither disruptive nor destructive. Natural run-off of storm water is to be preserved as much as possible and otherwise coordinated with new drainage paths that take advantage of the central storm water system. An important aspect of the development of the site will be will be the creation and use of design elements that unify the entire property with a common identity. Parking, pedestrian circulation elements, lighting, site furnishings and other features will be specified with this end in mind. STEP is planned as a fully integrated knowledge community. The grounds will be developed to serve as a catalyst for casual interaction among the various entities housed at and visiting the park. To assure the realization of this goal, planning and development will follow a structured sequence of events. NYSERDA will provide a detailed site plan indicating the locations of infrastructure, circulation elements, prominent features and individual clusters of buildings. Neighborhoods will be developed one at a time, and the first developer in each neighborhood will provide a plan for that entire neighborhood for incorporation into NYSERDA’s detailed plan. Subsequent developers will have the opportunity to propose a revised neighborhood plan that Example of Parking Design respects completed work as well as accommodating the particular development at hand. Such comprehensive planning is the first step in establishing the successful knowledge community. STEP Conceptual Design Guidelines Page 3
    • B.3 Walks Concrete walks will use an identical: ∇ Concrete mix design ∇ Finish Minimum widths are: ∇ 4’ for secondary walks ∇ 5’ for primary walks Primary walks will be of a thickness to allow use by small service vehicles. Two Examples of Styles of Bollards It will be especially important to control direction and quality of sight lighting to guard against random "light pollution" of the night sky while still maintaining adequate lighting levels for pedestrian and vehicular safety. The following recommended practices should be implemented: ∇ All exterior light fixtures should be of the indirect or "reflected" light type. B.4 Site Lighting That is, light should be directed For each of the following applications, a single downward to illuminate surfaces— proprietary fixture will be selected for use pavement, sidewalks, etc.—rather throughout the park: than upward and outward. ∇ Pole-mounted fixtures in parking lots ∇ Parking lot and sidewalk lighting should balance fixture height and ∇ Pole-mounted fixtures for walks and number of fixtures to achieve an even other pedestrian areas level of illumination on the ground ∇ Bollards without broadcasting light ∇ Wall packs. indiscriminately throughout the night sky. ∇ Bollard lights should be of the type that "hides" the light source and projects light downward onto sidewalks. ∇ To the greatest extent possible, and in the context of achieving a safe and welcoming site, trees and tree stands should be preserved to absorb random light and assist in controlling light pollution. ∇ Buildings and building signs should Two Examples of Types of Pole Lighting be discretely lighted by fixtures whose light sources are not directly visible. Site lighting designs in individual projects Building lighting should be confined to must recognize adjacent existing lighting and building entrances only except where avoid either excessive or inadequate illumination. special safety requirements occur As-built drawings of existing properties will be (loading docks, etc.). made available. STEP Conceptual Design Guidelines Page 4
    • B.5 Site Furnishings ∇ Optimum minimums will be prescribed for tree calipers, shrub container sizes For each of the following applications, a single and overall density of plantings. proprietary fixture will be selected for use throughout the park: B.7 Utilities ∇ Trash receptacles Utility extensions installed by the developer ∇ Benches will be placed underground. Excavations in streets and other finished areas will be approved ∇ Tables prior to construction, and must be subsequently ∇ Bicycle racks repaired to as-new condition. Manholes and other ∇ Smoking urns access-related appurtenances must be provided to avoid future excavations for maintenance and ∇ Handrails and fences repair. The visual impact of site utility components that must be installed above ground is to be minimized. In addition, the placement and maintenance of such items must not interfere with pedestrian circulation and prominent sightlines. Such components to be considered include but are not limited to: ∇ Poles ∇ Meters Examples of Site Furnishing Styles ∇ Transformers. B.8 As-Built Drawings As-built drawings and data of each site are to be provided by the developer upon completion of construction. These drawings will be used as a point of reference for each subsequent development, and as a basis for ongoing updates to the site’s master utility plan. As-built drawings must include the following minimum information: ∇ Building footprint location The advantageous placement of site ∇ Building entrances furnishings is critical to the success of the community, and must be addressed during the ∇ Parking lots plan review process. ∇ Walks ∇ Site lighting B.6 Planting ∇ Location of underground utilities Plant materials will be selected that will extend and support the existing flora of the site ∇ Location of utilities access points. and require minimal use of resources in their care. New plantings must also be selected that will C. Building Design restore individual sites to a level of pre- Individual buildings will share common construction maturity with reasonable expedition. attributes that sustain a perception of the park as a community. The most successful proposals will ∇ Only approved indigenous plant achieve this end while also expressing the unique materials are to be used attributes of the tenants through visible innovation ∇ Minimal irrigation is to be required and technology. ∇ Ground covers are preferred over grassed lawns STEP Conceptual Design Guidelines Page 5
    • C.1 Design Approach For example, buildings might typically sit comfortably on a base of natural stone - recalling The physical realization of the knowledge the "Great Camp" or lodge architecture of the community that begins with site planning region. And although exterior building cladding continues with the design of individual buildings. materials may vary—brick, stone, pre-cast The structures must be carefully placed with concrete, wood or metal siding, etc.—they can, in respect to adjacent buildings and site amenities to their pattern and scale, relate to the horizontal and foster interaction. The building shapes shown on vertical articulation of traditional Adirondack the Land Use Plan are conceptual, and will vary architecture. Similarly, if articulated roof forms are according to project needs; however, the incorporated into building design, they should be orientation and scale shown will be followed. clad in materials that introduce pattern and texture Entrances, windows and other details must to roof surfaces. weave seamlessly into and extend the fabric of Windows may be "punched" or unit openings, each neighborhood. Courtyards between continuous glazed openings, or glass curtain buildings are critical elements, the success of walls. All building facades, with or without which is dependent upon the scale of surrounding windows, should be modulated to provide rhythm, buildings and the ease of access to those scale and texture. Building entrances should be buildings. Courtyards also succeed when solar visible and clearly identifiable as such. In this orientation and other site attributes are taken into regard, the Adirondack lodge "porch" or outdoor account. room as a modulator between building and The buildings themselves must be compatible landscape is a precedent worth considering. In with each other, but not identical. Compatibility general, building forms that are simple and can be achieved by close similarities in materials functional will convey a sense of the high and details between adjacent buildings; however, technology activities occurring within, while there may be fewer similarities among non- building material choices, color and texture will adjacent buildings. reflect regional history and character. It is foreseen that the design of buildings evolves as the site is developed such that the C.3 Materials newest buildings, while having strong similarities A range of approved colors and finishes will and compatibilities with directly adjacent be established for the following basic building structures, may in fact have subtle differences materials: from earlier structures that are non-adjacent. In ∇ Brick masonry addition, similarities between neighborhoods may ∇ Pre-cast concrete be more general in nature so long as the neighborhoods remain compatible with each ∇ Wood other. ∇ Stone Technology and innovation should be prime ∇ Metal siding and roofing determinants in the unique attributes of any given ∇ Anodized or painted aluminum building. Designs should express a timeless window systems quality and a sense of authenticity in their response to their time, place and circumstances. Materials not listed above must be specifically approved in advance. The use of simulated C.2 Adirondack High-Tech Design materials, such as synthetic stuccos finished to look like concrete, will not be approved. The design of all buildings within the Park should respect the historic and regional Among the factors to be included in the architectural context, but also reflect the fact that evaluation of proposed materials are maintenance STEP constitutes an environment wherein twenty- and the aging cycle. The long term appearance of first century science and research are taking the site is important and must be sustainable with place. The palette of building materials can minimum resources. acknowledge local architectural precedents and, at the same time, appropriately convey the fact that STEP is unique in its mission and character. STEP Conceptual Design Guidelines Page 6
    • ∇ C.4 Scale and Articulation Entrances of adjacent buildings will be within sight of one another Buildings may be one-story to four-stories in height. The maximum height including stacks, ∇ Primary building entrances should equipment and other appurtenances is 80’. A open onto courtyards human scale that facilitates the campus-like The “long” axis of each building should be quality of the spaces between the buildings must aligned along an east-west axis, providing a be maintained with applications that may contain: predominantly southern orientation. Care should be given to assure that the courtyards also enjoy ∇ Inclusion of a masonry “base course” optimum exposure to sunlight and radiation. around the perimeter of each building ∇ Generous use of fenestration on the first floor of elevations that front onto circulation or highly visible areas. Although it is understood that such applications must not compromise interior operations or security, the buildings must feature openings that evoke a personality and a sense of human habitation ∇ Component sizes and spacing must contribute to the human scale by being appropriate to mid-rise buildings, as opposed to highway bridges, for instance. Examples of such articulation include: Limited lengths of walls unbroken by openings Appropriate sizing of components such as pre-cast concrete and vision glass. Examples of Building Placement C.5 Building Placement C.6 Roofscape Optimum placement of the individual buildings The nature of the activities planned for the will be stressed to assure that the spaces park will require some amount of rooftop between the buildings contribute to the campus equipment. This should be anticipated in the and community atmosphere. planning of each building, with roofs and their ∇ Buildings will seem close to one equipment viewed as a visible design element, another, as opposed to spaced apart just like the building elevations. STEP Conceptual Design Guidelines Page 7
    • inconvenience to adjacent developed properties at all times. A construction staging plan is to be submitted for review prior to breaking ground, and should delineate features such as these: ∇ Soil and erosion control ∇ Tree protection ∇ Construction parking and temporary access drives ∇ Material storage. F. Maintenance The purpose of maintenance standards is to The roofscape, in fact, should be thought of promote a uniform, neat and clean appearance as a “5th façade,” and to that end the following throughout Park. Owners shall maintain all steps should be taken: buildings, landscaping, drives, parking lots, and service areas in a safe, clean, and orderly ∇ Equipment should be located on the condition at all times. During the course of roof only when essential for proper construction, the construction guidelines prevail. operations ∇ Equipment should be shielded from F.1 Maintenance Responsibilities view when practical. Parapets or other building elements, and not Maintenance responsibilities include what are proprietary equipment screens, are not limited to: preferred. ∇ Lawn mowing and landscape ∇ Rooftop equipment should be maintenance accurately illustrated on design plans ∇ Replacement of dead plant material and elevations submitted for review at the earliest possible time to provide ∇ Clean up a trash and litter ample opportunity for discussion. ∇ Cleaning and repair of all paved Rooftop equipment illustrations must surfaces be included in the final submittal for ∇ Snow removal plan approval. ∇ Repair, painting and routine D. Wayfinding maintenance of all buildings and signs A single proprietary system for wayfinding devices ∇ Repair and replacement of light is to be designated for installation by the fixtures and lamps. developer on each project. The system will include: F.2 Maintenance Products ∇ Directional signage for vehicles, To assure stewardship of the park, and its pedestrians, visitors and service natural setting and resources, limitations will be contractors placed on products used for maintenance. ∇ Parking signage Examples are: ∇ Building signage, including names ∇ The use of pesticides and herbicides and numbers. is discouraged ∇ Only slow-release organic fertilizers E. Construction Site are to be used Management ∇ Use of salt in snow removal is to be Construction sites are to be carefully planned minimized. and managed to protect existing trees and landscape, as well as to avoid annoyance and STEP Conceptual Design Guidelines Page 8
    • 3—DESIGN REVIEW AND APPROVAL C. Additional Review Design review and approval is to be a Considerations collaborative process involving the developer and a Design Review Committee appointed by C.1 Application Fee NYSERDA as its agent. Standards will be applied An initial application fee of $250 is required at to assure an overall high-quality park the time that the developer requests the development. At the same time, allowances will Preliminary Review. be made for the use of innovation and technology in building design that produces equally C.2 Variances compatible additions to the park. It is expected that the need for variances from these and subsequent standards will be rare. If A. Status and Application of needed, specific requests and justifications must be made during the design review process. Such Design Guidelines requests will be approved or disapproved by the The first project to be developed will be Design Review Committee in a timely manner. guided by the conceptual guidelines listed in the previous section. As the design of that first project evolves, the park’s planners and the owner will C.3 Limits of Liability work with the developer to further develop details NYSERDA shall not be liable in damages to and specifics for application to subsequent anyone submitting plans to them for approval, or projects. The final guidelines will benefit from to any owner of lands affected by these design being informed by a “live” design process that guidelines, or to any third party, by reason of addresses the mix of needs of the owner, the mistaken judgment, negligence or nonfeasance developer, the site and the master plan. arising out of or in connection with the approval or The final guidelines will be drafted by the denial or failure to approve any such plans and park’s planners and submitted for adoption by specifications. Every applicant who submits plans NYSERDA after approval of the design of the first for approval agrees, by the submission of such project. In the event a subsequent project is plans and specifications, and every owner or begun after the start of the first but before tenant of any said building site covenants and adoption of the final guidelines, it also will be agrees, by acquiring title thereto or interest there guided by the conceptual guidelines listed above. and, but it will not bring any action or suit against In addition, any draft guidelines in development at NYSERDA or its respective members, successors that time will also be applied as facilitated and or assigns, to recover any such damages. approved by all participants. C.4 Amendments B. Submittal Process These design guidelines may be terminated, The submittal process for approvals under the modified or otherwise amended at any time as set Design Guidelines is included in the Ground forth in other documents related to the Lease for each development. development of this property. STEP Conceptual Design Guidelines Page 9
    • For Information: NYSERDA NY State Energy Research & Development Authority 17 Columbia Circle Albany, NY 12203-6399 USA V: +518 862 1090 F: +518 862 1091 Mr. Robert Callender, Vice President for Programs E: rgc@nyserda.org or Ms. Paula Rosenberg, Senior Project Manager, Economic Development E: pr1@nyserda.org IDEA Partnerships, LLC Mr. William C. Morlok The Belgravia 1811 Chestnut Street, Suite 302 Philadelphia, PA 19103 USA V: +215 564 4002 F: +215 564 4016 E: wc-morlok@ideapartnerships.com or Ms. Eva Klein 503 Seneca Road Great Falls, Virginia 22066 USA V: +703 406 6100 F: +703 406 6101 E: e-klein@ideapartnerships.com
    • PROPOSAL CHECKLIST - ATTACHMENT I Proposal Title Due Date Primary Contact (Prime Contractor) Title Company Phone Fax Address City State or Province Zip Secondary Contact Title Company Phone Fax Address City State or Province Zip The prime contractor must sign this form below. THE PRIME CONTRACTOR MUST ANSWER THE FOLLOWING QUESTIONS: Do you accept all Terms & Conditions in the Ground Lease? (if no, explain on separate pg) __ Yes __ No Have you been indicted/convicted for a felony within the past 5 years? (if yes, explain on separate pg) __ Yes __ No Are you a Minority or Women-Owned Business Enterprise? __ Yes __ No Does your proposal contain Minority or Women-Owned Business enterprises as subcontractors? __ Yes __ No Are you submitting the required number of copies of Part I and Part II? (See proposal instructions.) __ Yes __ No Is other public funding pending/awarded on this and/or very-similar topic (prior and/or competing proposals)? __ Yes __ No (if yes, explain on separate page) Have you retained, employed, or designated any person or organization to attempt to influence the procurement process with respect to this solicitation? __ Yes __ No If so, have you filed a disclosure form for each such person or organization so retained, employed or designated? __ Not Applicable __ Yes __ No ON WHAT PAGE IN YOUR PROPOSAL CAN THESE ITEMS BE FOUND? PART I PART I, Continued Executive Summary Letters of commitment from all participating organizations Background Indictment/Conviction of Felony (if applicable) ___ Company Information NYSERDA Contracts Awarded (if applicable) Proposer Qualifications Prior and/or Competing Proposals (if applicable) ___ Staffing PART II References Exceptions to Terms & Conditions (if applicable) Project Information Completed and Signed Contract Pricing Proposal Form(s) Executive Order 127 Forms: Disclosure of Lobbyist Form ___ Disclosure of Prior Findings (mandatory) AUTHORIZED SIGNATURE I certify that the above information is accurate, and that the proposal requirements noted have been completed and are enclosed. I affirm that I understand and will comply with §139-j(3) of the State Finance Law. I understand that this proposal may be disqualified if the solicitation requirements are not met. I the undersigned am authorized to commit my organization to Part I and Part II of this proposal. Signature Name Title Organization Phone Date NOTE: This completed form MUST be attached to the front of all copies of Part I of your proposal.
    • Attachment J Disclosure of Prior Findings of Non-responsibility Form Executive Order 127 and State Finance Law Section 139-k (2&3) (Mandatory) Name o f Proposer or Contractor: Add ress: Name and Title of Person Submitting this Form: Date Submitting this Form: Has any co vered agenc y or authority made a finding of non -respo nsibility Yes regarding the P ropo ser or Co ntractor in the last five years? (Please indicate with an “X”) No If yes, was the basis for the finding of the Proposer or Contractor’s non- Yes respo nsibility due to the intentional provision o f false or inc omp lete information required by Executive Order Number 127? No (Please indicate with an “X”) In the last four years, has any governmental entity made a finding of non- Yes responsibility regarding the Proposer or Contractor due to a violation of §139-j of the State Finance Law? No If yes to any of the ab ove, please provide d etails rega rding the finding of no n-responsibility. Covered Agency or Autho rity: Year of Finding of Non-responsibility: Basis of Find ing of N on-responsibility:
    • Contractors Designated Contacts- Attachment K Executive Order 127 Solicitation or Contract Number: Name o f Proposer or Contractor: Add ress: Name and Title of Person Submitting this Form: Is this an initial filing in accordance with Section II, paragraph 1 of EO Initial Filing 127 or an updated filing in accordance with Section II, paragraph 2 of EO 127? Upd ated Filing (Please indicate with an “X”) Date submitting this form: The following person or organization was retained, employed or designated by or on behalf of the Proposer or Contrac tor to attempt to influence the p rocurem ent proce ss: Name: Add ress: Telephone N umber: Place of P rincipa l Employm ent: Occupation: Does the abov e named person o r organization ha ve a financial interest Yes in the procureme nt? (Please indicate with an “X”) No -Attach additional forms as necessary- F:PacksRFP1006Disclosure of Lobbyist