RESOLUTION NO. 236 of 2010 DATED: November 23, 2010

WHEREAS, Target Corporation, a business corporation with existing facilities in Montgomery County, New York (the “Company”) submitted an application (the “Application”) to the Agency, a copy of which Application is on file at the office of the Agency, which Application requested that the Agency consider undertaking a project (the “Project”) for the benefit of the Company, said Project consisting of the following: (A) (1) the acquisition of an interest in a parcel of land located at 1800 State Route 5S in the Town of Florida, Montgomery County, New York (the “Land”) together with a building located thereon and consisting of approximately 1,472,724 square feet of space (the “Existing Facility”), (2) the construction of an addition to the Existing Facility constituting an additional 470,431 square feet of space (the “Addition”), (3) the acquisition and installation of certain machinery and equipment therein and thereon (the “Equipment”) (the Land, the Existing Facility, the Addition and the Equipment hereinafter collectively referred to as the “Project Facility”), all of the foregoing to constitute improvements to the Company’s warehouse and distribution facilities and related activities; (B) the granting of certain "financial assistance" (within the meaning of Section 854 of the General Municipal Law with respect to the foregoing, including potential exemption from certain sales taxes, deed transfer taxes, real property taxes, and mortgage recording taxes (the "Financial Assistance"); and (C) the lease of the Project Facility to the Company, and

WHEREAS, in connection with the undertaking of the Project, the Company will execute and deliver a certain payment in lieu of tax agreement (the "PILOT Agreement") by and between the Agency and the Company pursuant to which the Company will agree to pay certain payments in lieu of taxes (the “PILOT Payments”) with respect to the Project Facility, and

WHEREAS, under the terms of the PILOT Agreement, the Agency is proposing to distribute and allocate the PILOT Payments to the affected tax jurisdictions (as defined in Section 854(16) of the General Municipal Law) according to the terms of the following tables:

Affected Tax Jurisdiction          Percentage of School Tax PILOT Payments
                                   Received in a Particular Tax Year

Greater Amsterdam School District               100%


Affected Tax Jurisdiction          Percentage of County Tax PILOT Payments    
                                   Received in a Particular Tax Year

Montgomery County                                 96%
Town of Florida                                    4%

and,

WHEREAS, Section 858(15) of the General Municipal Law requires the Agency to obtain the written consent of the affected taxing jurisdictions when the Agency proposes to allocate and distribute PILOT Payments to affected tax jurisdictions in a manner that is different from the distribution and allocation of real property tax payments that would be in effect if the Agency was not involved in the Project and the Project Facility was not exempt from real property taxes, and

WHEREAS, the Agency desires that the Montgomery County Board of Supervisors (the “Board of Supervisors”), the Greater Amsterdam City School District, and the Town of Florida, as the affected tax jurisdictions with respect to the Project Facility, adopt resolutions approving the terms of the PILOT Agreement,

RESOLVED, by the Board of Supervisors as follows:

Section 1.   For the purpose of satisfying the requirements contained in Section 858(15) of the General Municipal Law, the Board of Supervisors hereby approve the terms and conditions of the PILOT Agreement, including but not limited, to the terms of the distribution and allocation of the PILOT Payments referenced in the table above.

Section 2.   The Chairman of the Board of Supervisors is hereby authorized, on behalf of Montgomery County, to execute and deliver the PILOT Agreement, said PILOT Agreement to contain the distribution and allocation terms set forth in the table above with such changes, variations, omissions and insertions as the Chairman of the Board of Supervisors shall approve, the execution thereof by the Chairman of the Board of Supervisors to constitute conclusive evidence of such approval.

Section 3.   The officers, employees and agents of Montgomery County are hereby authorized and directed for and in the name and on behalf of Montgomery County to do all acts and things required or provided for by the applicable provisions of the General Municipal Law in order to ensure compliance with such provisions as they relate to the execution and delivery of the PILOT Agreement, and to execute and deliver all such additional certificates, instruments and documents, and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolution.

Section 4.   This resolution shall take effect immediately.

MOTION TO AMEND by Supervisor Quackenbush, seconded by Supervisor Strevy, the third "WHEREAS" clause to decrease Montgomery County's percentage to 94% and increase the Town of Florida's percentage to 6%, passed with Aye(961).  Supervisors Johnson, Barone, Sr., Wheeler, Baia and DiMezza voted Nay.  Supervisor Greco was absent. (11/23/2010)

RESOLUTION ADOPTED with Aye(1234).  Supervisors Johnson, Barone, Sr. and DiMezza voted Nay.  Supervisor Greco was absent. (11/23/2010)