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12001.0025/12001/0025 112060v1 ALBDOCS CITY OF ALBANY INDUSTRIAL DEVELOPMENT AGENCY APPLICATION IMPORTANT NOTICE: The answers to the questions contained in this application are necessary to determine your firm’s eligibility for financing and other assistance from the City of Albany Industrial Development Agency. These answers will also be used in the preparation of papers in this transaction. Accordingly, all questions should be answered accurately and completely by an officer or other employee of your firm who is thoroughly familiar with the business and affairs of your firm and who is also thoroughly familiar with the proposed project. This application is subject to acceptance by the Agency. TO: CITY OF ALBANY INDUSTRIAL DEVELOPMENT AGENCY c/o Department of Economic Development 21 Lodge Street Albany, New York 12207 This application by applicant respectfully states: APPLICANT: APPLICANT’S ADDRESS: CITY: STATE: ZIP CODE: PHONE NO.: FAX NO.: E-MAIL: NAME OF PERSON(S) AUTHORIZED TO SPEAK FOR APPLICANT WITH RESPECT TO THIS APPLICATION: IF APPLICANT IS REPRESENTED BY AN ATTORNEY, COMPLETE THE FOLLOWING: NAME OF ATTORNEY: ATTORNEY’S ADDRESS: CITY: STATE: ZIP CODE: PHONE NO.: FAX NO.: E-MAIL: NOTE: PLEASE READ THE INSTRUCTIONS ON PAGE 2 HEREOF BEFORE FILLING OUT THIS FORM. ---PAGE BREAK--- 12001.0025/12001/0025 112060v1 ALBDOCS INSTRUCTIONS 1. The Agency will not approve any application unless, in the judgment of the Agency, said application and the summary contains sufficient information upon which to base a decision whether to approve or tentatively approve an action. 2. Fill in all blanks, using “none” or “not applicable” or “N/A” where the question is not appropriate to the project which is the subject of this application (the “Project”). 3. If an estimate is given as the answer to a question, put “(est)” after the figure or answer which is estimated. 4. If more space is needed to answer any specific question, attach a separate sheet. 5. When completed, return eight (12) copies of this application to the Agency at the address indicated on the first page of this application. 6. The Agency will not give final approval to this application until the Agency receives a completed environmental assessment form concerning the Project which is the subject of this application. 7. Please note that Article 6 of the Public Officers Law declares that all records in the possession of the Agency (with certain limited exceptions) are open to public inspection and copying. If the applicant feels that there are elements of the Project which are in the nature of trade secrets or information, the nature of which is such that if disclosed to the public or otherwise widely disseminated would cause substantial injury to the applicant’s competitive position, the applicant may identify such elements in writing and request that such elements be kept confidential in accordance with Article 6 of the Public Officers Law. 8. The applicant will be required to pay to the Agency all actual costs incurred in connection with this application and the Project contemplated herein (to the extent such expenses are not paid out of the proceeds of the Agency’s bonds issued to finance the project). The applicant will also be expected to pay all costs incurred by general counsel and bond counsel to the Agency. The costs incurred by the Agency, including the Agency’s general counsel and bond counsel, may be considered as a part of the project and included as a part of the resultant bond issue. 9. The Agency has established an application fee of One Thousand Five Hundred Dollars ($1,500) to cover the anticipated costs of the Agency in processing this application. A check or money order made payable to the Agency must accompany each application. THIS APPLICATION WILL NOT BE ACCEPTED BY THE AGENCY UNLESS ACCOMPANIED BY THE APPLICATION FEE. ---PAGE BREAK--- 12001.0025/12001/0025 112060v1 ALBDOCS FOR AGENCY USE ONLY 1. Project Number 2. Date application Received by Agency 3. Date application referred to attorney for review 4. Date copy of application mailed to members 5. Date notice of Agency meeting on application posted 6. Date notice of Agency meeting on application mailed 7. Date of Agency meeting on application 8. Date Agency conditionally approved application 9. Date scheduled for public hearing 10. Date Environmental Assessment Form (“EAF”) received 11. Date Agency completed environmental review 12. Date of final approval of application ---PAGE BREAK--- 12001.0025/12001/0025 112060v1 ALBDOCS SUMMARY OF PROJECT Applicant: Contact Person: Phone Number: Occupant: Project Location: Approximate Size of Project Site: Description of Project: Type of Project: □ Manufacturing □ Warehouse/Distribution □ Commercial □ Not-For-Profit □ Other-Specify Employment Impact: Existing Jobs New Jobs Project Cost: Type of Financing: □ Tax-Exempt □ Taxable □ Straight Lease Amount of Bonds Requested: Estimated Value of Tax-Exemptions: N.Y.S. Sales and Compensating Use Tax: Mortgage Recording Taxes: Real Property Tax Exemptions: Other (please specify): ---PAGE BREAK--- 12001.0025/12001/0025 112060v1 ALBDOCS I. INFORMATION CONCERNING THE PROPOSED OCCUPANT OF THE PROJECT (HEREINAFTER, THE “COMPANY”). A. Identity of Company: 1. Company Name: Present Address: Zip Code: Employer’s ID No.: 2. If the Company differs from the Applicant, give details of relationship: 3. Indicate type of business organization of Company: a. Corporation (If so, incorporated in what country? What State? Date Incorporated? Type of Authorized to do business in New York? Yes No b. Partnership (if so, indicate type of partnership Number of general partners Number of limited partners c. Limited liability company, Date created? d. Sole proprietorship 4. Is the Company a subsidiary or direct or indirect affiliate of any other organization(s)? If so, indicate name of related organization(s) and relationship: B. Management of Company: 1. List all owners, officers, members, directors and partners (complete all columns for each person): ---PAGE BREAK--- 12001.0025/12001/0025 112060v1 ALBDOCS NAME (First, Middle, Last) HOME ADDRESS OFFICE HELD OTHER PRINCIPAL BUSINESS 2. Is the Company or management of the Company now a plaintiff or a defendant in any civil or criminal litigation? Yes ; No 3. Has any person listed above ever been convicted of a criminal offense (other than a minor traffic violation)? Yes No 4. Has any person listed above or any concern with whom such person has been connected ever been in receivership or been adjudicated a bankrupt? Yes No (If yes to any of the foregoing, furnish details in a separate attachment). 5. If the answer to any of questions 2 through 4 is yes, please, furnish details in a separate attachment. C. Principal Owners of Company: 1. Principal owners of Company: Is Company publicly held? Yes No If yes, list exchanges where stock traded: 2. If no, list all stockholders having a 5% or more interest in the Company: NAME ADDRESS PERCENTAGE OF HOLDING ---PAGE BREAK--- 12001.0025/12001/0025 112060v1 ALBDOCS D. Company’s Principal Bank(s) of account: II. DATA REGARDING PROPOSED PROJECT A. Summary: (Please provide a brief narrative description of the Project.) B. Location of Proposed Project: 1. Street Address 2. City of 3 Town of 4. Village of 5. County of C. Project Site: 1. Approximate size (in acres or square feet) of Project site:. Is a map, survey or sketch of the project site attached? Yes No 2. Are there existing buildings on project site? Yes No a. If yes, indicate number and approximate size (in square feet) of each existing building: b. Are existing buildings in operation? Yes No If yes, describe present use of present buildings: c. Are existing buildings abandoned? Yes No About to be abandoned? Yes No If yes, describe: d. Attach photograph of present buildings. 3. Utilities serving project site: Water-Municipal: ---PAGE BREAK--- 12001.0025/12001/0025 112060v1 ALBDOCS Other (describe) Sewer-Municipal: Other (describe) Electric-Utility: Other (describe) Heat-Utility: Other (describe) 4. Present legal owner of project site: a. If the Company owns project site, indicate date of purchase: Purchase price: b. If Company does not own the Project site, does Company have option signed with owner to purchase the Project site? Yes No If yes, indicate date option signed with owner: and the date the option expires: c. If the Company does not own the project site, is there a relationship legally or by common control between the Company and the present owners of the project site? Yes No If yes, describe: 5. a. Zoning District in which the project site is located: b. Are there any variances or special permits affecting the site? Yes No If yes, list below and attach copies of all such variances or special permits: D. Buildings: 1. Does part of the project consist of a new building or buildings? Yes No If yes, indicate number and size of new buildings: 2. Does part of the project consist of additions and/or renovations to the existing buildings? Yes No If yes, indicate the buildings to be expanded or renovated, the size of any expansions and the nature of expansion and/or renovation: 3. Describe the principal uses to be made by the Company of the building or buildings to be acquired, constructed or expanded: ---PAGE BREAK--- 12001.0025/12001/0025 112060v1 ALBDOCS E. Description of the Equipment: 1. Does a part of the Project consist of the acquisition or installation of machinery, equipment or other personal property (the “Equipment”)? If yes, describe the Equipment: 2. With respect to the Equipment to be acquired, will any of the Equipment be Equipment which has previously been used? If yes, please provided detail: 3. Describe the principal uses to be made by the Company of the Equipment to be acquired or installed: F. Project Use: 1. What are the principal products to be produced at the Project? 2. What are the principal activities to be conducted at the Project? 3. Does the Project include facilities or property that are primarily used in making retail sales of goods or services to customers who personally visit such facilities? Yes No If yes, please provide detail: 4. If the answer to question 3 is yes, what percentage of the cost of the Project will be expended on such facilities or property primarily used in making retail sales of goods or services to customers who personally visit the Project? 5. If the answer to question 3 is yes, and the answer to question 4 is more than 33.33%, indicate whether any of the following apply to the Project: a. Will the Project be operated by a not-for-profit corporation? If yes, please explain: ---PAGE BREAK--- -10- 12001.0025/12001/0025 112060v1 ALBDOCS b. Is the Project likely to attract a significant number of visitors from outside the economic development region in which the Project will be located? If yes, please explain: c. Would the Project occupant, but for the contemplated financial assistance from the Agency, locate the related jobs outside the State of New York? If yes, please explain: d. Is the predominant purpose of the Project to make available goods or services which would not, but for the Project, be reasonable accessible to the residents of the city, town or village within which the Project will be located, because of a lack of reasonably accessible retail trade facilities offering such goods or services? If yes, please provide detail: e. Will the Project be located in one of the following: an area designed as an economic development zone pursuant to Article 18-B of the General Municipal Law; or (ii) a census tract or block numbering area (or census tract or block numbering area contiguous thereto) which, according to the most recent census data, has a poverty rate of at least 20% for the year in which the data relates, or at least 20% of households receiving public assistance, and an unemployment rate of at least 1.25 times the statewide unemployment rate for the year to which the data relates? If yes, please explain: 6. If the answers to any of subdivisions c. through e. of question 5 is yes, will the Project preserve permanent, private sector jobs or increase the overall number of permanent, private sector jobs in the State of New York? If yes, please explain: 7. Will the completion of the Project result in the removal of a plant or facility of the Company or another proposed occupant of the Project (a “Project Occupant”) from one area of the State of New York to another area of the State of New York? If yes, please explain: 8. Will the completion of the Project result in the abandonment of one or more plants or facilities of the Company located in the State of New York? If yes, please provide detail: ---PAGE BREAK--- -11- 12001.0025/12001/0025 112060v1 ALBDOCS 9. If the answer to either question 7 or question 8 is yes, indicate whether any of the following apply to the Project: a. Is the Project reasonably necessary to preserve the competitive position of the Company on such Project Occupant in its industry? If yes, please provide detail: b. Is the Project reasonably necessary to discourage the Company or such Project Occupant from removing such other plant or facility to a location outside the State of New York? If yes, please provide detail: G. Other Involved Agencies: 1. Please indicate all other local agencies, boards, authorities, districts, commissions or governing bodies (including any city, county and other political subdivision of the State of New York and all state departments, agencies, boards, public benefit corporations, public authorities or commissions) involved in approving or funding or directly undertaking action with respect to the Project. For example, do you need a municipal building permit to undertake the Project? Do you need a zoning approval to undertake the Project? If so, you would list the appropriate municipal building department or planning or zoning commission which would give said approvals. 2. Describe the nature of the involvement of the federal, state or local agencies described above: H. Construction Status: 1. Has construction work on this project begun? Yes No If yes, please discuss in detail the approximate extent of construction and the extent of completion. Indicate in your answer whether such specific steps have been completed as site clearance and preparation; completion of foundations; installation of footings; etc.: ---PAGE BREAK--- -12- 12001.0025/12001/0025 112060v1 ALBDOCS 2. Please indicate amount of funds expended on this project by the Company in the past three years and the purposes of such expenditures: I. Method of Construction After Agency Approval: 1. If the Agency approves the project which is the subject of this application, there are two methods that may be used to construct the project. The applicant can construct the project privately and sell the project to the Agency upon completion. Alternatively, the applicant can request to be appointed as “agent” of the Agency, in which case certain laws applicable to public construction may apply to the project. Does the applicant wish to be designated as “agent” of the Agency for purposes of constructing the project? Yes No 2. If the answer to question 1 is yes, does the applicant desire such “agent” status prior to the closing date of the financing? III. INFORMATION CONCERNING LEASES OR SUBLEASES OF THE PROJECT. (PLEASE COMPLETE THE FOLLOWING SECTION IF THE COMPANY INTENDS TO LEASE OR SUBLEASE ANY PORTION OF THE PROJECT). A. Does the Company intend to lease or sublease more than 10% (by area or fair market value) of the Project? If yes, please complete the following for each existing or proposed tenant or subtenant: 1. Sublessee name: Present Address: City: State: Zip: Employer’s ID No.: Sublessee is: Corporation: Partnership: Sole Proprietorship Relationship to Company: Percentage of Project to be leased or subleased: Use of Project intended by Sublessee: Date of lease or sublease to Sublessee: Term of lease or sublease to Sublessee: Will any portion of the space leased by this sublessee be primarily used in making retail sales of goods or services to customers who personally visit the Project? If yes, please provide on a separate attachment details and the answers to questions II(F)(4) through with respect to such sublessee. 2. Sublessee name: Present Address: City: State: Zip: Employer’s ID No.: Sublessee is: Corporation: Partnership: Sole Proprietorship ---PAGE BREAK--- -13- 12001.0025/12001/0025 112060v1 ALBDOCS Relationship to Company: Percentage of Project to be leased or subleased: Use of Project intended by Sublessee: Date of lease or sublease to Sublessee: Term of lease or sublease to Will any portion of the space leased by this sublessee be primarily used in making retail sales of goods or services to customers who personally visit the Project? If yes, please provide on a separate attachment details and the answers to questions II(F)(4) through with respect to such sublessee. 3. Sublessee name: Present Address: City: State: Zip: Employer’s ID No.: Sublessee Corporation: Partnership: Sole Proprietorship Relationship to Company: Percentage of Project to be leased or subleased: Use of Project intended by Sublessee: Date of lease or sublease to Sublessee: Term of lease or sublease to Sublessee: Will any portion of the space leased by this sublessee be primarily used in making retail sales of goods or services to customers who personally visit the Project? If yes, please provide on a separate attachment details and the answers to questions II(F)(4) through with respect to such sublessee. B. What percentage of the space intended to be leased or subleased is now subject to a binding written lease or sublease? IV. Employment Impact A. Indicate below the number of people presently employed at the project site and the number that will be employed at the project site at end of the first and second years after the project has been completed (Do not include construction workers). Also indicate below the number of workers employed at the project site representing newly created positions as opposed to positions relocated from other project sites of the applicant. Such information regarding relocated positions should also indicate whether such positions are relocated from other project sites financed by obligations previously issued by the Agency. ---PAGE BREAK--- -14- 12001.0025/12001/0025 112060v1 ALBDOCS TYPE OF EMPLOYMENT PROFESSIONAL MANAGERIAL SKILLED SEMI- SKILLED UNSKILLED TOTALS Present Full Time Present Part Time Present Seasonal First Year Full Time First Year Part Time First Year Seasonal Second Year Full Time Second Year Part Time Second Year Seasonal B. Please prepare a separate attachment describing in detail the types of employment at the project site. Such attachment should describe the activities or work performed for each type of employment. V. Project Cost A. Anticipated Project Costs. State the costs reasonably necessary for the acquisition of the project site and the construction of the proposed project including the acquisition and installation of any machinery and equipment necessary or convenient in connection therewith, and including any utilities, access roads or appurtenant facilities, using the following categories: Description of Cost Amount Land Buildings Machinery and equipment costs Utilities, roads and appurtenant costs Architects and engineering fees Costs of Bond issue (legal, financial and printing) ---PAGE BREAK--- -15- 12001.0025/12001/0025 112060v1 ALBDOCS Construction loan fees and interest (if applicable) Other (specify) TOTAL PROJECT COST B. Have any of the above expenditures already been made by applicant? Yes No (If yes, indicate particular.) V. BENEFITS EXPECTED FROM THE AGENCY A. Financing 1. Is the applicant requesting that the Agency issue bonds to assist in financing the project? Yes No If yes, indicate: a. Amount of loan requested: _____Dollars; b. Maturity requested: _____Years. 2. Is the interest on such bonds intended to be exempt from federal income taxation? Yes No 3. If the answer to question 2 is yes, will any portion of the Project be used for any of the following purposes: a. retail food and beverage services:Yes____; b. automobile sales or service:Yes____; c. recreation or entertainment:Yes____; d. golf course:Yes____; e. country club:Yes____; f. massage parlor:Yes____; g. tennis club:Yes____; h. skating facility (including roller i. skating, skateboard and ice skating):Yes____; j. racquet sports facility (including k. handball and racquetball court):Yes____; l. hot tub facility:Yes____; m. suntan facility:Yes____; n. racetrack:Yes____; 4. If the answer to any of the above questions contained in question 3 is yes, please furnish details on a separate attachment. 5. Is the Project located in the City’s federally designated Enterprise Zone? ---PAGE BREAK--- -16- 12001.0025/12001/0025 112060v1 ALBDOCS 6. Is the applicant requesting the Agency to issue federally tax-exempt Enterprise Zone bonds? B. Tax Benefits 1. Is the applicant requesting any real property tax exemption that would not be available to a project that did not involve the Agency? Yes No 2. Is the applicant expecting that the financing of the Project will be secured by one or more mortgages? Yes No If yes, what is the approximate amount of financing to be secured by mortgages? 3. Is the applicant expecting to be appointed agent of the Agency for purposes of avoiding payment of N.Y.S. Sales Tax or Compensating Use Tax? Yes No If yes, what is the approximate amount of purchases which the applicant expects to be exempt from the N.Y.S. Sales and Compensating Use Taxes? 4. What is the estimated value of each type of tax-exemption being sought in connection with the Project? Please detail the type of tax-exemption and value of the exemption. a. N.Y.S. Sales and Compensating Use Taxes: b. Mortgage Recording Taxes: c. Real Property Tax Exemptions: d. Other (please specify): 5. Are any of the tax-exemptions being sought in connection with the Project inconsistent with the Agency’s tax-exemption policy contained in its Rules and Regulations? Yes No If yes, please explain. 6. Is the Project located in the City’s state designated Empire Zone? C. Project Benefit Information. Provide the Agency with information so that the Agency can perform a cost/benefit analysis of undertaking the Project. Such information should consist of a list and detailed description of the benefits of the Agency undertaking the Project number of jobs created, types of jobs created, economic development in the area, etc.). Such information should also consist of a list and detailed description of the costs of the Agency undertaking the Project tax revenues lost, buildings abandoned, etc.). VI. REPRESENTATIONS BY THE APPLICANT. The applicant understands and agrees with the Agency as follows: A. Job Listings. Except as otherwise provided by collective bargaining agreements, new employment opportunities created as a result of the Project will be listed with the New York State ---PAGE BREAK--- -17- 12001.0025/12001/0025 112060v1 ALBDOCS Department of Labor Community Services Division (the “DOC”) and with the administrative entity (collectively with the DOC, the “JTPA Entities”) of the service delivery area created by the federal job training partnership act (Public Law 97-300) (“JTPA”) in which the Project is located. B. First Consideration for Employment: In accordance with Section 858-b(2) of the New York General Municipal Law, the applicant understands and agrees that, if the Project receives any Financial Assistance from the Agency, except as otherwise provided by collective bargaining agreements, where practicable, the applicant will first consider persons eligible to participate in JTPA programs who shall be referred by the JTPA Entities for new employment opportunities created as a result of the Project. C. City Human Rights Law. The Applicant agrees to endeavor to comply with the provisions of Article XI, Division 2 of the City Code, entitled “The Omnibus Human Rights Law”. The Applicant understands that it is not subject to the provisions of The Omnibus Human Rights Law. D. Annual Sales Tax Filings. In accordance with Section 874(8) of the New York General Municipal Law, the applicant understands and agrees that, if the Project receives any sales tax exemptions as part of the Financial Assistance from the Agency, in accordance with Section 874(8) of the General Municipal Law, the applicant agrees to file, or cause to be filed, with the New York State Department of Taxation and Finance, the annual form prescribed by the Department of Taxation and Finance, describing the value of all sales tax exemptions claimed by the applicant and all consultants or subcontractors retained by the applicant. F. Annual Employment Reports: The applicant understands and agrees that, if the Project receives any Financial Assistance from the Agency, the applicant agrees to file, or cause to be filed, with the Agency, on an annual basis, reports regarding the number of people employed at the project site. G. Absence of Conflicts of Interest: The applicant has received from the Agency a list of the members, officers and employees of the Agency. No member, officer or employee of the Agency has an interest, whether direct or indirect, in any transaction contemplated by this Application, except as hereinafter described: (Applicant) NOTE: APPLICANT MUST ALSO COMPLETE THE APPROPRIATE VERIFICATION APPEARING ON PAGES 18 THROUGH 21 HEREOF BEFORE A NOTARY PUBLIC AND MUST SIGN AND ACKNOWLEDGE THE HOLD HARMLESS AGREEMENT APPEARING ON PAGE 22 ---PAGE BREAK--- -18- 12001.0025/12001/0025 112060v1 ALBDOCS VERIFICATION (If Applicant is a Corporation) STATE OF ) ) SS.: COUNTY OF ) and says that he is the (Name of chief executive of applicant) (Title) (Company Name) the corporation named in the attached application; that he has read the foregoing application and knows the contents thereof; and that the same is true and complete and accurate to the best of his knowledge. Deponent further says that the reason this verification is made by the deponent and not by said company is because the said company is a corporation. The grounds of deponent’s belief relative to all matters in the said application which are not stated upon his own personal knowledge are investigations which deponent has caused to be made concerning the subject matter of this application as well as information acquired by deponent in the course of his duties as an officer of and from the books and papers of said corporation. (officer of applicant) Sworn to before me this ____day of 20_. (Notary Public) ---PAGE BREAK--- -19- 12001.0025/12001/0025 112060v1 ALBDOCS VERIFICATION (If applicant is sole proprietor) STATE OF ) ) SS.: COUNTY OF ) deposes and says (Name of Individual) that he has read the foregoing application and knows the contents thereof; and that the same is true and complete and accurate to the best of his knowledge. The grounds of deponent’s belief relative to all matters in the said application which are not stated upon his own personal knowledge are investigations which deponent has caused to be made concerning the subject matter of this application. Sworn to before me this ___day of 20_. (Notary Public) ---PAGE BREAK--- -20- 12001.0025/12001/0025 112060v1 ALBDOCS VERIFICATION (If applicant is partnership) STATE OF ) ) SS.: COUNTY OF ) deposes and says (Name of Individual) that he is one of the members of the firm of (Limited Liability Company) the limited liability company named in the attached application; that he has read the foregoing application and knows the contents thereof; and that the same is true and complete and accurate to the best of his knowledge. The grounds of deponent’s belief relative to all matters in the said application which are not stated upon his own personal knowledge are investigations which deponent has caused to be made concerning the subject matter of this application as well as information acquired by deponent in the course of his duties as a member of and from the books and papers of said limited liability company. Sworn to before me this ___day of 20_. (Notary Public) ---PAGE BREAK--- -21- 12001.0025/12001/0025 112060v1 ALBDOCS VERIFICATION (If applicant is limited liability company) STATE OF ) ) SS.: COUNTY OF ) deposes and says (Name of Individual) that he is one of the members of the firm of (Partnership Name) the partnership named in the attached application; that he has read the foregoing application and knows the contents thereof; and that the same is true and complete and accurate to the best of his knowledge. The grounds of deponent’s belief relative to all matters in the said application which are not stated upon his own personal knowledge are investigations which deponent has caused to be made concerning the subject matter of this application as well as information acquired by deponent in the course of his duties as a member of and from the books and papers of said partnership. Sworn to before me this ___day of 20_. (Notary Public) NOTE: THIS APPLICATION WILL NOT BE ACCEPTED BY THE AGENCY UNLESS THE HOLD HARMLESS AGREEMENT APPEARING ON PAGE 22 IS SIGNED BY THE APPLICANT. ---PAGE BREAK--- -22- 12001.0025/12001/0025 112060v1 ALBDOCS HOLD HARMLESS AGREEMENT Applicant hereby releases City of Albany Industrial Development Agency and the members, officers, servants, agents and employees thereof (hereinafter collectively referred to as the “Agency”) from, agrees that the Agency shall not be liable for and agrees to indemnify, defend and hold the Agency harmless from and against any and all liability arising from or expense incurred by the Agency’s examination and processing of, and action pursuant to or upon, the attached Application, regardless of whether or not the application or the project described therein or the issue of bonds requested therein are favorably acted upon by the Agency, and (ii) the Agency’s financing of the Project described therein; including without limiting the generality of the foregoing, all causes of action and attorneys’ fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. If, for any reason, the Applicant fails to conclude or consummate necessary negotiations, or fails, within a reasonable or specified period of time, to take reasonable, proper or requested action, or withdraws, abandons, cancels or neglects the Application, or if the Agency or the Applicant are unable to find buyers willing to purchase the total bond issue requested, then, and in that event, upon presentation of an invoice itemizing the same, the Applicant shall pay to the Agency, its agents or assigns, all actual costs incurred by the Agency in the processing of the Application, including attorneys’ fees, if any. (Applicant) Sworn to before me this ___day of 20_. (Notary Public)