Troy Industrial Development Authority
Regular MeetingTroy, NY · June 17, 2016
Minutes
Troy
Industrial Development Authority
June 17, 2016
10:00 AM
Meeting Minutes
Present: Kevin O’Bryan, Monica Kurzejeski, Hon. Robert Doherty, Susan Farrell, Hon.
Dean Bodnar, Tina Urzan, Paul Carroll, Adam Hotaling and Lou Anthony
Absent: Steve Bouchey
Also in attendance: Derek Foster, Debra Lambek, Mary Ellen Flores, James Lozano,
Deanne DalPos, Jeff Buell, Sharon Martin, Tom Rossi, Justin Miller and Denee Zeigler
The Chairman called the meeting to order at 10:00 a.m.
I. Daigle Development, LLC - Public Hearing was opened at 10:00 a.m. (See
attached Public Hearing Agenda)
I. Minutes
The board reviewed the minutes from the May 20, 2016 board meeting.
Tina Urzan made a motion to approve the May 20, 2016
meeting minutes.
Hon. Dean Bodnar seconded the motion, motion carried.
II. Daigle Development, LLC – Project Authorizing Resolution
The Chairman advised that this project was reviewed at the last meeting and
earlier today at the public hearing. Mrs. Kurzejeski noted that she was excited to
see them come to South Troy. Mr. Doherty noted the lack of questions because
their presentation at the last meeting was very thorough and informative. (See
attached Resolution 06/16 #1)
Tina Urzan made a motion to approve the initial authorization
for Daigle Development, LLC.
Susan Farrell seconded the motion, motion carried.
III. 25 Morrison Ave – Initial Project Resolution
Ms. Kurzejeski introduced Jeff Buell and Tom Rossi to the board and explained
they recently worked together rehabbing over 25 properties in the Beman park
area. Mr. Buell spoke about his past collaborations with Tom Rossi. He advised
that they looked at many properties and locations before deciding to partner on
this one. Mr. Buell noticed this property while working on the project across the
street. Mr. Rossi advised that they would like to continue the student housing
model. He advised that his company, Redburn Development, is not a property
management company; their strong point is construction and remodeling of
property. Mr. Rossi advised they have completed several apartment projects in
the area. He advised that he would like to model this project after their Tilly
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Ladder apartments; an energy efficient project they recently completed in
Watervliet. Mr. Bodnar asked about the current condition of the property. Mr.
Buell advised there have not been many improvements made to the property and
the number of students moving in has declined each year. The board asked if
there is enough need for the housing. Mr. Buell advised that there was a study
done that indicated a great need for student housing in that area. He advised
that there are apartment buildings in the surrounding area that either do not
rent to students or are more of a transitional housing for young people or small
families. Mr. Rossi advised that this project will be small dorm style apartments.
Mr. Doherty asked if any of the current tenants will be retained. Mr. Buell
advised no. Mr. Doherty asked if HVCC will be attracting students from out of
the area. Mr. Buell spoke about a similar project at Schenectady County
Community College and noted that similar questions were brought up during the
construction of that project. Mr. Buell advised that about 20% of the students
will be from this area. The majority of students that attend HVCC are from the
surrounding areas. The board asked how they will change the perception of the
apartments. Mr. Buell explained they will be re-branding the units and changing
the name. He added that it will be a management intensive process and will
only be filling half of the units in the beginning. Mr. Rossi noted that cleaning up
the site will help the area around it. Mr. Doherty pointed out that the key to
success is managing the tenant. Mr. Buell advised that is different than the 15th
Street project, but they plan on including language in the lease that will state no
alcohol is allowed on the property. Mr. Bodnar asked about the lease that was
used with the 15th street process and asked if it will be adopted for this process.
Mr. Buell advised yes and the language will be tightened up even more. Mr.
Bodnar asked about the partnership between Sequence and Redburn. Mr. Rossi
advised that Redburn Development will be involved in the construction. Mr. Buell
advised that Sequence will be in charge of the management and advised that
there will be one onsite staff member and additional staff will be available and
shared with their other projects. Mr. Doherty asked about the proposed
benefits. Mr. Miller advised that they will be working out those details for the
next meeting. Ms. Urzan asked about the specifics of the site. Mr. Buell advised
2.6 acres and enough parking for 100 cars, but they will not all be utilized. (See
attached Resolution 06/16 #2)
Tina Urzan made a motion to approve the initial project
resolution for 25 Morrison Ave Assoc., LLC.
Paul Carroll seconded the motion, motion carried.
IV. PARIS report
Monica Kurzejeski discussed each of the projects listed in the report with the
board members. Ms. Kurzejeski noted that many of the projects are either right
above or below their job creation number, but more than one is over their
projected amount. There are a couple projects that are far below their job
creation numbers. Ms. Kurzejeski advised that she has had conversations with
both of them regarding the job numbers; one of the projects is revamping their
plan to attract new tenants and the other is looking into the previous numbers
presented to us. Mr. Doherty spoke about the benefits of the project regardless
of not hitting the numbers on the original application. The board agreed.
The board had a general discussion on the conduit debt. Mr. Miller advised that
RPI received a bond from the IDA before IDA’s lost their ability to issue them.
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He advised that we may see this come up in the near future as a refinance
through the CRC. He advised that it will probably refinance in the next four
years and when we do, it will go through the CRC.
Ms. Kurzejeski advised that we will make the necessary changes to this draft and
finalize at the July meeting.
V. Financials
Jim Lozano went over the balance sheet with the board members. He advised
that the assets are at $468,000 versus $0.04 in liabilities; which will be cleared
out. He advised that there was one change to note in accounts receivable. He
advised that we received a $50,000 PILOT payment from Dinosaur BBQ. He
added that there is still a small one remaining for The Cookie Factory.
Mr. Lozano advised that the operating statement shows a deficit of $8,000 for
the month. He advised that there was $3,000 in revenue for application fees
and audit expenses of $11,000. He advised that year to date we have a surplus
of $158,000.
Paul Carroll made a motion to approve the financials as
presented.
Hon. Bob Doherty seconded the motion, motion carried.
VI. Planning Commissioner
Monica Kurzejeski introduced Steve Strichman, the new Planning and Economic
Development Commissioner. She advised that he comes to us from
Schenectady and has a wealth of information that can be used to help take us
to the next level.
VII. Adjournment
With no additional business to discuss, the IDA portion of the meeting was
adjourned at 10:53 a.m.
Tina Urzan made a motion to adjourn the IDA meeting.
Hon. Bob Doherty seconded the motion, motion carried.
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PUBLIC HEARING AGENDA
TROY INDUSTRIAL DEVELOPMENT AUTHORITY
DAIGLE DEVELOPMENT, LLC PROJECT
JUNE 17, 2016 AT 10:00 A.M.
CITY HALL, 433 RIVER STREET, 5TH FLOOR, TROY, NEW YORK 12180
Report of the public hearing of the Troy Industrial Development Authority (the
“Authority”) regarding the Daigle Development, LLC Project held on Friday June 17, 2016 at
10:00 a.m., at the Troy City Hall, located at 433 River Street, 5th Floor, Troy, New York 12180.
I. ATTENDANCE
Monica Kurzejeski, Acting Executive Director
Kevin O’Bryan, Chairman
Tina Urzan, Board Member
Hon. Dean Bodnar, Board Member
Hon. Bob Doherty, Board Member
Susan Farrell, Board Member
Adam Hotling, Board Member
Lou Anthony, Board Member
Paul Carroll, Board Member
Derek Foster, Company Representative
Debra Lambek, Columbia Development
Steve Strichman
Jim Lozano
Mary Ellen Flores
Jeff Buell
Sharon Martin
Tom Rossi
Deanna DalPos
II. CALL TO ORDER: (Time: 10:00 a.m.). Monica Kurzejeski opened the hearing and
Justin Miller read the following into the hearing record:
This public hearing is being conducted pursuant to Title 11 of Article 8 of the Public
Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of
the State of New York, as amended (collectively, the “Act”). A Notice of Public Hearing
describing the Project was published in Troy Record, a copy of which is attached hereto and is an
official part of this transcript. A copy of the Application submitted by Daigle Development,
LLC to the Authority, along with a cost-benefit analysis, is available for review and inspection
by the general public in attendance at this hearing.
III. PROJECT SUMMARY
DAIGLE DEVELOPMENT, LLC, for itself and/or on behalf of an entity to be formed
( collectively, the “Company”), has requested the Authority’s assistance with a certain project
(the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in two
parcels of real property located at 40-42 and 44 River Street, Troy, New York 12180 (the
“Land”, being more particularly identified as TMID Nos. 100.76-5-14 and 100.76-5-15) and the
existing approximately 5,000 square foot building and parking improvements located thereon
(the “Existing Improvements”), (ii) the planning, design, engineering, construction, renovation
and refurbishment of the Existing Improvements by the Company to create a multi-tenanted
commercial office building, along with related common area space, related exterior access and
egress improvements, parking, curbage, site work and landscaping improvements (collectively,
the “Improvements”), and (iii) the acquisition and installation by the Company in and around the
Land, Existing Improvements and Improvements of certain items of equipment and other
tangible personal property necessary and incidental in connection with the Company’s
development of the Project (the “Equipment”, and collectively with the Land, the Existing
Improvements and the Improvements, the “Facility”).
It is contemplated that the Authority will acquire a leasehold interest in the Facility and
lease the Facility back to the Company. The Company will operate the Facility during the term
of the leases. The Authority contemplates that it will provide financial assistance (the “Financial
Assistance”) to the Company in the form of (a) a sales and use tax exemption for purchases and
rentals related to the Project; (b) mortgage recording tax exemptions(s) related to financings
undertaken by the Company to construct the Facility; and (c) a partial real property tax
abatement structured through a PILOT Agreement. The foregoing Financial Assistance and the
Authority’s involvement in the Project are being considered to promote the economic welfare
and prosperity of residents of the City of Troy, New York. The Authority contemplates
providing a PILOT Agreement with a term of Ten (10) years.
IV. AGENCY COST-BENEFIT ANALYSIS:
The Company Application for Financial Assistance indicates a total project cost of
approximately $355,000. Based upon additional information provided by the Company, the
Agency estimates the following amounts of financial assistance to be provided to the Company:
Mortgage Recording Tax Exemption = $ 2,812.50
Sales and Use Tax Exemptions = $ 16,000.00
Estimated PILOT Savings = $ 51,243.72
Total estimated Financial Assistance = $ 70,056.22
IV. SEQRA:
For purposes of the Project, the Authority will serve as lead agency for purposes of
review pursuant to SEQRA.
VI. PUBLIC COMMENTS
No Public Comments
VII. ADJOURNMENT
As there were no comments, the public hearing was closed at 10:05 a.m.
PROJECT AUTHORIZING RESOLUTION
(Daigle Development, LLC Project)
A regular meeting of the Troy Industrial Development Authority (the “Authority”) was
convened on June 17, 2016, at 10:00 a.m., local time, at 433 River Street, Troy, New York
12180.
The meeting was called to order by the Chairman and, upon roll being called, the
following members of the Authority were:
MEMBER PRESENT ABSENT
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
Steve Bouchey X
Louis Anthony X
Paul Carroll X
Adam Hotaling X
Susan Farrell X
Tina Urzan X
The following persons were ALSO PRESENT: Monica Kurzejeski, Derek Foster, Debra
Lambek, Steve Strichman, Jim Lozano, Mary Ellen Flores, Jeff Buell, Tom Rossi, Sharon
Martin, Deanna DalPos, Justin Miller and Denee Zeigler.
After the meeting had been duly called to order, the Chairman announced that among the
purposes of the meeting was to consider and take action on certain matters pertaining to a
proposed project for the benefit of Daigle Development, LLC, for itself or an entity to be formed.
On motion duly made by Hon. Bob Doherty and seconded by Lou Anthony, the
following resolution was placed before the members of the Troy Industrial Development
Authority:
Member Aye Nay Abstain Absent
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
Steve Bouchey X
Louis Anthony X
Paul Carroll X
Adam Hotaling X
Susan Farrell X
Tina Urzan X
Page 1 of 9
Resolution No. 06/16 #1
RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY
(THE “AUTHORITY”) (i) AUTHORIZING THE UNDERTAKING OF A
CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT
OF DAIGLE DEVELOPMENT, LLC (THE “COMPANY”) IN CONNECTION
WITH A CERTAIN PROJECT; (ii) ADOPTING FINDINGS PURSUANT TO
THE STATE ENVIRONMENTAL QUALITY REVIEW ACT (“SEQRA”)
WITH RESPECT TO THE PROJECT; AND (iv) AUTHORIZING THE
EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND
AGREEMENTS RELATING TO THE PROJECT
WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New
York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended
(hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT
AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to
own, lease and sell property for the purpose of, among other things, acquiring, constructing and
equipping industrial, manufacturing and commercial facilities as authorized by the Act; and
WHEREAS, DAIGLE DEVELOPMENT, LLC, for itself and/or on behalf of an entity
to be formed ( collectively, the “Company”), has requested the Authority’s assistance with a
certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold
interest in two parcels of real property located at 40-42 and 44 River Street, Troy, New York
12180 (the “Land”, being more particularly identified as TMID Nos. 100.76-5-14 and 100.76-5-
15) and the existing approximately 5,000 square foot building and parking improvements located
thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction,
renovation and refurbishment of the Existing Improvements by the Company to create a multi-
tenanted commercial office building, along with related common area space, related exterior
access and egress improvements, parking, curbage, site work and landscaping improvements
(collectively, the “Improvements”), and (iii) the acquisition and installation by the Company in
and around the Land, Existing Improvements and Improvements of certain items of equipment
and other tangible personal property necessary and incidental in connection with the Company’s
development of the Project (the “Equipment”, and collectively with the Land, the Existing
Improvements and the Improvements, the “Facility”); and
WHEREAS, by resolution adopted May 20, 2016 (the “Initial Project Resolution”), the
Authority (i) accepted the Application submitted by the Company, (ii) authorized the scheduling,
notice and conduct of a public hearing with respect to the Project (the “Public Hearing”), and
(iii) described the forms of financial assistance being contemplated by the Authority with respect
to the Project (the “Financial Assistance”, as more fully described herein); and
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WHEREAS, pursuant to the Initial Project Resolution, the Authority duly scheduled,
noticed and conducted the Public Hearing at 10:00 a.m. on June 17, 2016 whereat all interested
persons were afforded a reasonable opportunity to present their views, either orally or in writing
on the location and nature of the Facility and the proposed Financial Assistance to be afforded
the Company in connection with the Project (a copy of the Minutes of the Public Hearing, proof
of publication and delivery of Notice of Public Hearing being attached hereto as Exhibit A); and
WHEREAS, pursuant to the State Environmental Quality Review Act, as codified under
Article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by
the Department of Environmental Conservation of the State (collectively, “SEQRA”), the
Authority has identified the Project as an “Unlisted Action”, as defined pursuant to SEQRA and
has prepared an Environmental Assessment Form (“EAF”), a copy of which is attached hereto as
Exhibit B; and
WHEREAS, the Authority and Company have negotiated the terms of an Agent and
Financial Assistance and Project Agreement (the “Agent Agreement”), a Lease Agreement (the
“Lease Agreement”), related Leaseback Agreement (the “Leaseback Agreement”) and related
Payment-in-lieu-of-Tax Agreement (the “PILOT Agreement”), and, subject to the conditions set
forth within this resolution, it is contemplated that the Authority will (i) acquire a leasehold
interest in the Land and Existing Improvements pursuant to the Lease Agreement, (ii) appoint the
Company agent of the Authority to undertake the Project and lease the Land, Existing
Improvements, Improvements and Equipment constituting the Facility to the Company for the
term of the Leaseback Agreement and PILOT Agreement, and (ii) provide certain forms of
Financial Assistance to the Company, including (a) mortgage recording tax exemption(s)
relating to one or more financings secured in furtherance of the Project; (b) a sales and use tax
exemption for purchases and rentals related to the construction and equipping of the Project; and
(c) a partial real property tax abatement structured through the PILOT Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY
INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS:
Section 1. The Company has presented an application in a form acceptable to the
Authority. Based upon the representations made by the Company to the Authority in the
Company's application and in related correspondence, the Authority hereby finds and determines
that:
(A) By virtue of the Act, the Authority has been vested with all powers necessary and
convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all
powers granted to it under the Act; and
(B) The Authority has the authority to take the actions contemplated herein under the
Act; and
(C) The action to be taken by the Authority will induce the Company to develop the
Project, thereby increasing employment opportunities in the City of Troy, New York, and
otherwise furthering the purposes of the Authority as set forth in the Act; and
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(D) The Project will not result in the removal of a civic, commercial, industrial, or
manufacturing plant of the Company or any other proposed occupant of the Project from one
area of the State of New York (the “State”) to another area of the State or result in the
abandonment of one or more plants or facilities of the Company or any other proposed occupant
of the Project located within the State; and the Authority hereby finds that, based on the
Company’s application, to the extent occupants are relocating from one plant or facility to
another, the Project is reasonably necessary to discourage the Project occupants from removing
such other plant or facility to a location outside the State and/or is reasonably necessary to
preserve the competitive position of the Project occupants in their respective industries; and
(E) Based upon a review of the Application and the EAF submitted to the Authority,
the Agency hereby:
(i) declares itself lead agency for an uncoordinated review of the Project,
within the meaning of, and for all purposes of complying with SEQRA;
(ii) accepts the EAF pursuant to SEQRA with respect to the construction,
equipping and leasing of the Facility pursuant to SEQRA; and
(iii) finds that the Project involves an “unlisted action” (as such quoted term is
defined under SEQRA). The review is “uncoordinated” (as such quoted term is defined
under SEQRA). Based upon the review by the Authority of the EAF and related
documents delivered by the Company to the Authority and other representations made by
the Company to the Authority in connection with the Project, the Authority hereby finds
that (i) the Project will result in no major impacts and, therefore, is one which may not
cause significant damage to the environment; (ii) the Project will not have a “significant
effect on the environment” (as such quoted term is defined under SEQRA); and (iii) no
“environmental impact statement” (as such quoted term is defined under SEQRA) need
be prepared for this action. This determination constitutes a “negative declaration” (as
such quoted terms are defined under SEQRA) for purposes of SEQRA.
Section 2. The Authority hereby accepts the Minutes of the Public Hearing and
approves the provision of the proposed Financial Assistance to the Company, including (i) a
sales and use tax exemption for materials, supplies and rentals acquired or procured in
furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording tax
exemption(s) in connection with secured financings undertaken by the Company in furtherance
of the Project; and (iii) an abatement or exemption from real property taxes levied against the
Land and Facility pursuant to a PILOT Agreement.
Section 3. Subject to the Company executing the Leaseback Agreement and/or a
related Agent Agreement, along with the delivery to the Authority of a binder, certificate or other
evidence of liability insurance policy for the Project satisfactory to the Authority, the Authority
hereby authorizes the undertaking of the Project, including the acquisition of a leasehold interest
in the Land and Existing Improvements pursuant to the Lease Agreement and related recording
documents, the form and substance of which shall be approved as to form and content by counsel
Page 4 of 9
to the Authority. Subject to the within conditions, the Authority further authorizes the execution
and delivery of the Leaseback Agreement, wherein the Company is authorized to undertake the
construction and equipping of the Improvements and hereby appoints the Company as the true
and lawful agent of the Authority: (i) to acquire, construct and equip the Improvements and
acquire and install the Equipment; (ii) to make, execute, acknowledge and deliver any contracts,
orders, receipts, writings and instructions, as the stated agent for the Authority with the authority
to delegate such agency, in whole or in part, to agents, subagents, contractors, and subcontractors
of such agents and subagents and to such other parties as the Company chooses; and (iii) in
general, to do all things which may be requisite or proper for completing the Project, all with the
same powers and the same validity that the Authority could do if acting in its own behalf.
Based upon the representation and warranties made by the Company the Application, the
Authority hereby authorizes and approves the Company, as its agent, to make purchases of goods
and services relating to the Project and that would otherwise be subject to New York State and
local sales and use tax in an amount up to $200,000.00, which result in New York State and local
sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed
$16,000.00. The Authority agrees to consider any requests by the Company for increase to the
amount of sales and use tax exemption benefits authorized by the Authority upon being provided
with appropriate documentation detailing the additional purchases of property or services, and, to
the extent required, the Authority authorizes and conducts any supplemental public hearing(s).
Pursuant to Section 1963-b of the Act, the Authority may recover or recapture from the
Company, its agents, consultants, subcontractors, or any other party authorized to make
purchases for the benefit of the Project, any sales and use tax exemption benefits taken or
purported to be taken by the Company, its agents, consultants, subcontractors, or any other party
authorized to make purchases for the benefit of the Project, if it is determined that: (i) the
Company, its agents, consultants, subcontractors, or any other party authorized to make
purchases for the benefit of the Project, is not entitled to the sales and use tax exemption
benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized to
be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to
make purchases for the benefit of the Project; (iii) the sales and use tax exemption benefits are
for property or services not authorized by the Authority as part of the Project; (iv) the Company
has made a material false statement on its application for financial assistance; (v) the sales and
use tax exemption benefits are taken in cases where the Company, its agents, consultants,
subcontractors, or any other party authorized to make purchases for the benefit of the Project
fails to comply with a material term or condition to use property or services in the manner
approved by the Authority in connection with the Project; and/or (vi) the Company obtains
mortgage recording tax benefits and/or real property tax abatements and fails to comply with a
material term or condition to use property or services in the manner approved by the Authority in
connection with the Project (collectively, items (i) through (vi) hereby defined as a “Recapture
Event”).
As a condition precedent of receiving sales and use tax exemption benefits, mortgage
recording tax exemption benefits, and real property tax abatement benefits, the Company, its
agents, consultants, subcontractors, or any other party authorized to make purchases for the
benefit of the Project, must (i) if a Recapture Event determination is made by the Authority,
cooperate with the Authority in its efforts to recover or recapture any sales and use tax
Page 5 of 9
exemption benefits, mortgage recording tax benefits and/or real property tax abatements
abatement benefits, and (ii) promptly pay over any such amounts to the Authority that the
Authority demands, if and as so required to be paid over as determined by the Authority.
Section 4. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive
Officer of the Authority are hereby authorized, on behalf of the Authority, to execute, deliver (A)
the Agent Agreement, wherein the Authority will appoint the Company as agent to undertake the
Project, (B) the Lease Agreement, pursuant to which the Company will lease its interest in the
Land, Existing Improvements, Improvements and Equipment constituting the Facility to the
Authority, (C) the Leaseback Agreement, pursuant to which the Authority will lease its interest
in the Land, Existing Improvements, Improvements and Equipment constituting the Facility back
to the Company, (D) the PILOT Agreement pursuant to which the Company shall be required to
make certain PILOT Payments to the Authority for the benefit of the Affected Taxing
Jurisdictions (along with a related PILOT Mortgage Agreement, or in the discretion of the
Executive Director, a sufficient guaranty of performance under the Leaseback Agreement and
PILOT Agreement), and (E) related documents, including, but not limited to, Sales Tax
Exemption Letter(s), Bills(s) of Sale and related instruments; provided the rental payments under
the Leaseback Agreement include payments of all costs incurred by the Authority arising out of
or related to the Project and indemnification of the Authority by the Company for actions taken
by the Company and/or claims arising out of or related to the Project.
Section 5. The Chairman, Vice Chairman and/or the Executive Director/Chief
Executive Officer of the Authority are hereby further authorized, on behalf of the Authority, and
to the extent necessary, to execute and deliver any mortgage, assignment of leases and rents,
security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by
these resolutions or required by any lender identified by the Company (the “Lender”) up to a
maximum principal amount necessary to undertake the Project and/or finance/refinance
acquisition and Project costs, equipment and other personal property and related transactional
costs, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby
authorized to affix the seal of the Authority to the Authority Documents and to attest the same,
all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman
and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the
execution thereof by the Chairman, Vice Chairman or the Executive Director/Chief Executive
Officer of the Authority to constitute conclusive evidence of such approval; provided, in all
events, recourse against the Authority is limited to the Authority’s interest in the Project.
Section 6. The officers, employees and agents of the Authority are hereby authorized
and directed for and in the name and on behalf of the Authority to do all acts and things required
and to execute and deliver all such certificates, instruments and documents, to pay all such fees,
charges and expenses 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 resolutions and to cause compliance by the Authority with all of the terms,
covenants and provisions of the documents executed for and on behalf of the Authority.
Section 7. These Resolutions shall take effect immediately.
Page 6 of 9
EXHIBIT A
PUBLIC HEARING MATERIALS
Page 8 of 9
EXHIBIT B
SEQRA MATERIALS
Page 9 of 9
INITIAL PROJECT RESOLUTION
(25 Morrison Avenue Assoc., LLC Project)
A regular meeting of the Troy Industrial Development Authority (the “Authority”) was
convened on June 17, 2016 at 10:00 a.m., local time, at 433 River Street, 5th Floor, Troy, New
York 12180.
The meeting was called to order by the Vice Chairman and, upon roll being called, the
following members of the Authority were:
MEMBER PRESENT ABSENT
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
Steve Bouchey X
Louis Anthony X
Paul Carroll X
Adam Hotaling X
Susan Farrell X
Tina Urzan X
The following persons were ALSO PRESENT: Monica Kurzejeski, Derek Foster, Debra
Lambek, Steve Strichman, Jim Lozano, Mary Ellen Flores, Jeff Buell, Tom Rossi, Sharon
Martin, Deanna DalPos, Justin Miller and Denee Zeigler.
After the meeting had been duly called to order, the Chairman announced that among the
purposes of the meeting was to consider and take action on certain matters pertaining to a
proposed project for the benefit of 25 Morrison Avenue Assoc., LLC.
On motion duly made by Tina Urzan and seconded by Paul Carroll, the following
resolution was placed before the members of the Troy Industrial Development Authority:
Member Aye Nay Abstain Absent
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
Steve Bouchey X
Louis Anthony X
Paul Carroll X
Adam Hotaling X
Susan Farrell X
Tina Urzan X
Page 1 of 5
Resolution No. 06/16 #2
RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY
(THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF 25
MORRISON AVENUE ASSOC., LLC (THE “COMPANY”) IN CONNECTION
WITH A CERTAIN PROJECT (AS MORE FULLY DEFINED BELOW); (ii)
AUTHORIZING THE SCHEDULING, NOTICE AND CONDUCT OF A
PUBLIC HEARING WITH RESPECT TO THE PROJECT; AND (iii)
DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING
CONTEMPLATED BY THE AUTHORITY WITH RESPECT TO THE
PROJECT
WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New
York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended
(hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT
AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to
own, lease and sell property for the purpose of, among other things, acquiring, constructing and
equipping industrial, manufacturing and commercial facilities as authorized by the Act; and
WHEREAS, 25 MORRISON AVENUE ASSOC., LLC, for itself and/or on behalf of
an entity to be formed ( collectively, the “Company”), has requested the Authority’s assistance
with a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a
leasehold interest in approximately 2.74 acres of real property located at 25 Morrison Avenue,
Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 112.077-1-
10) and the existing site and infrastructure improvements located thereon being comprised of two
two-story apartment buildings containing 81 residential apartment units along with existing site
improvements (the “Existing Improvements”), (ii) the planning, design, engineering,
construction, reconstruction, renovation and operation of the Existing Improvements for
continued use as a commercial apartment complex, along with renovation of common area space,
exterior access and egress improvements, parking, curbage, site work and landscaping
improvements (collectively, the “Improvements”), and (iii) the acquisition and installation by the
Company in and around the Existing Improvements and Improvements of certain items of
equipment and other tangible personal property necessary and incidental in connection with the
Company’s development of the Project in and around the Land, Existing Improvements and
Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and
the Improvements, the “Facility”); and
WHEREAS, pursuant to the Act, the Authority desires to adopt a resolution describing
the Project and the Financial Assistance (as hereinafter defined) that the Authority is
contemplating with respect to the Project; and
WHEREAS, it is contemplated that the Authority will (i) accept the Application
submitted by the Company; (ii) approve the scheduling, notice and conduct of a Public Hearing
Page 2 of 5
with respect to the Project; and (iii) approve the negotiation, but not the execution or delivery, of
certain documents in furtherance of the Project, as more fully described below.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY
INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS:
Section 1. The Company has presented an application in a form acceptable to the
Authority. Based upon the representations made by the Company to the Authority in the
Company’s application and in related correspondence, the Authority hereby finds and determines
that:
(A) By virtue of the Act, the Authority has been vested with all powers necessary and
convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all
powers granted to it under the Act; and
(B) The Authority has the authority to take the actions contemplated herein under the
Act; and
(C) The action to be taken by the Authority will induce the Company to develop the
Project, and otherwise furthering the purposes of the Authority as set forth in the Act; and
(D) The Project will not result in the removal of a commercial, industrial, or
manufacturing plant of the Company or any other proposed occupant of the Project from one
area of the State of New York (the “State”) to another area of the State or result in the
abandonment of one or more plants or facilities of the Company or any other proposed occupant
of the Project located within the State; and the Authority hereby finds that, based on the
Company’s application, to the extent occupants are relocating from one plant or facility to
another, the Project is reasonably necessary to discourage the Project occupants from removing
such other plant or facility to a location outside the State and/or is reasonably necessary to
preserve the competitive position of the Project occupants in their respective industries; and
Section 2. The proposed Financial Assistance being contemplated by the Authority
includes (i) a sales and use tax exemption for materials, supplies and rentals acquired or procured
in furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording
tax exemption(s) in connection with secured financings undertaken by the Company in
furtherance of the Project; and (iii) an abatement or exemption from real property taxes levied
against the Land and Facility pursuant to a PILOT Agreement to be negotiated.
Section 3. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive
Officer of the Authority are hereby authorized, on behalf of the Authority, to schedule, notice
and conduct a public hearing in compliance with the Act and negotiate (but not execute or
deliver) the terms of (A) a Lease Agreement, pursuant to which the Company leases the Project
to the Authority (or, a Deed of conveyance to the Authority whereby the Authority will acquire
fee title to the Land and Project), (B) a related Leaseback Agreement, pursuant to which the
Authority leases its interest in the Project back to the Company, (C) a PILOT Agreement,
pursuant to which the Company agrees to make certain payments in-lieu-of real property taxes,
Page 3 of 5
and (D) related documents thereto; provided (i) the rental payments under the Leaseback
Agreement include payments of all costs incurred by the Authority arising out of or related to the
Project and indemnification of the Authority by the Company for actions taken by the Company
and/or claims arising out of or related to the Project and (ii) the terms of the PILOT Agreement
are consistent with the Authority’s Uniform Tax Exemption Policy or the procedures for
deviation have been complied with.
Section 4. The officers, employees and agents of the Authority are hereby authorized
and directed for and in the name and on behalf of the Authority to do all acts and things required
and to execute and deliver all such certificates, instruments and documents, to pay all such fees,
charges and expenses 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 resolutions and to cause compliance by the Authority with all of the terms,
covenants and provisions of the documents executed for and on behalf of the Authority.
Section 5. These Resolutions shall take effect immediately.
Page 4 of 5
Agenda
Chairman
Troy
Kevin O’Bryan
Industrial Development
Authority
Vice-Chair
Steve Bouchey
BOARD OF DIRECTORS MEETING
Executive Director June 17, 2016
10:00 a.m.
Monica Kurzejeski
Planning Department Conference
Board Members
Room
Hon. Dean Bodnar
City Hall
Mr. Paul Carroll
Hon. Robert Doherty
Louis Anthony AGENDA
Tina Urzan
Adam Hotaling
Susan Farrell
I. Daigle Development, LLC – Public Hearing
II. Approval of Minutes from the May 20, 2016 board meeting.
III. Daigle Development, LLC – Project Authorizing Resolution
IV. 25 Morrison Ave –Initial Project Resolution
V. PARIS Report
VI. Financials
VII. Old Business
VIII. New Business
IX. Adjournment
City Hall – 433 River Street, Suite 5001, Troy, New York 12180
Phone: 518.279.7166
PUBLIC HEARING AGENDA
TROY INDUSTRIAL DEVELOPMENT AUTHORITY
DAIGLE DEVELOPMENT, LLC PROJECT
JUNE 17, 2016 AT 10:00 A.M.
CITY HALL, 433 RIVER STREET, 5TH FLOOR, TROY, NEW YORK 12180
Report of the public hearing of the Troy Industrial Development Authority (the
“Authority”) regarding the Daigle Development, LLC Project held on Friday June 17, 2016 at
10:00 a.m., at the Troy City Hall, located at 433 River Street, 5th Floor, Troy, New York 12180.
I. ATTENDANCE
Monica Kurzejeski, Acting Executive Director
[list other TIDA representatives in attendance]
[________________, Company Representative]
Members of the General Public
II. CALL TO ORDER: (Time: 10:00 a.m.). __________________opened the hearing and
_________________ read the following into the hearing record:
This public hearing is being conducted pursuant to Title 11 of Article 8 of the Public
Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of
the State of New York, as amended (collectively, the “Act”). A Notice of Public Hearing
describing the Project was published in Troy Record, a copy of which is attached hereto and is an
official part of this transcript. A copy of the Application submitted by Daigle Development,
LLC to the Authority, along with a cost-benefit analysis, is available for review and inspection
by the general public in attendance at this hearing.
III. PROJECT SUMMARY
DAIGLE DEVELOPMENT, LLC, for itself and/or on behalf of an entity to be formed
( collectively, the “Company”), has requested the Authority’s assistance with a certain project
(the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in two
parcels of real property located at 40-42 and 44 River Street, Troy, New York 12180 (the
“Land”, being more particularly identified as TMID Nos. 100.76-5-14 and 100.76-5-15) and the
existing approximately 5,000 square foot building and parking improvements located thereon
(the “Existing Improvements”), (ii) the planning, design, engineering, construction, renovation
and refurbishment of the Existing Improvements by the Company to create a multi-tenanted
commercial office building, along with related common area space, related exterior access and
egress improvements, parking, curbage, site work and landscaping improvements (collectively,
the “Improvements”), and (iii) the acquisition and installation by the Company in and around the
Land, Existing Improvements and Improvements of certain items of equipment and other
tangible personal property necessary and incidental in connection with the Company’s
development of the Project (the “Equipment”, and collectively with the Land, the Existing
Improvements and the Improvements, the “Facility”).
It is contemplated that the Authority will acquire a leasehold interest in the Facility and
lease the Facility back to the Company. The Company will operate the Facility during the term
of the leases. The Authority contemplates that it will provide financial assistance (the “Financial
Assistance”) to the Company in the form of (a) a sales and use tax exemption for purchases and
rentals related to the Project; (b) mortgage recording tax exemptions(s) related to financings
undertaken by the Company to construct the Facility; and (c) a partial real property tax
abatement structured through a PILOT Agreement. The foregoing Financial Assistance and the
Authority’s involvement in the Project are being considered to promote the economic welfare
and prosperity of residents of the City of Troy, New York. The Authority contemplates
providing a PILOT Agreement with a term of Ten (10) years.
IV. AGENCY COST-BENEFIT ANALYSIS:
The Company Application for Financial Assistance indicates a total project cost of
approximately $355,000. Based upon additional information provided by the Company, the
Agency estimates the following amounts of financial assistance to be provided to the Company:
Mortgage Recording Tax Exemption = $ 2,812.50
Sales and Use Tax Exemptions = $ 16,000.00
Estimated PILOT Savings = $ 51,243.72
Total estimated Financial Assistance = $ 70,056.22
IV. SEQRA:
For purposes of the Project, the Authority will serve as lead agency for purposes of
review pursuant to SEQRA.
VI. PUBLIC COMMENTS
VII. ADJOURNMENT
As there were no comments, the public hearing was closed at ________ a.m.
City of Troy
Industrial Development Authority
May 20, 2016
10:00 AM
Meeting Minutes
Present: Kevin O’Bryan, Hon. Robert Doherty, Susan Farrell, Hon. Dean Bodnar, Tina
Urzan, Paul Carroll and Lou Anthony
Absent: Adam Hotaling
Also in attendance: Ken Crowe, Derek Foster, Michael Uccellini, Tom Uccellini, Tim
Haskins, Jeff Pfeil, Deanne Pfeil, Mary Ellen Flores, James Lozano, Deanne DalPos,
Angelo Grasso, Erica Grasso, Justin Miller and Denee Zeigler
The Chairman called the meeting to order at 10:00 a.m.
I. Minutes
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The board reviewed the minutes from the April 22, 2016 board meeting.
Hon. Dean Bodnar made a motion to approve the April 22,
II.
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2016 meeting minutes.
Tina Urzan seconded the motion, motion carried.
Daigle Development, LLC
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Ms. Kurzejeski introduced Derek Foster to the board. Mr. Foster advised that he
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is the president of Daigle Cleaning Systems currently located in Clifton Park, New
York. Mr. Daigle explained that he is a graduate of RPI and founded the
company about four and a half years ago. He advised that they specialize in
office building cleaning and maintenance, they have a residential maid service
and offer post construction cleaning. Mr. Foster advised that they currently
employ about 30 people; many from Troy. He added that they would like to add
15 employees by the end of 2016. Mr. Foster advised that he is a Troy resident
and would like to move his business closer to his home and be part of the rebirth
that his happening in the area. The space in Troy will allow his business to have
a larger and permanent headquarters. Mr. Foster noted that he is currently
under contract to purchase the building at 40-44 River Street; which will provide
them with enough room to grow and a small office space that they will be able to
rent out. Mr. Foster advised that he plans on closing on the property at the end
of June. The building will need a full interior rehab totaling $330,000. Mr.
Foster advised financing has already been secured and he spoke about the
previous uses of the building. Mr. Foster advised he is asking for Mortgage/Sales
Tax benefits and PILOT. Mr. Doherty asked about the interior renovations. Mr.
Foster advised they will do a complete rehabilitation for $330,000. Mr. Bodnar
asked about the history of owners of the building. Mr. Foster spoke of the two
previous owners and explained that he purchased the building through a private
sale. Mr. Bouchey asked if this will be the company’s headquarters. Mr. Foster
advised yes. They will use it as their headquarters and rent out the additional
office space. Mr. Foster hoped that his company will someday fill the whole
1
building. Mr. Bouchey asked about the employees that will be located at this
site. Mr. Foster advised that about 15 employees will be at the site on a daily
basis, the rest of the employees are out to job sites during the day. Ms.
Kurzejeski asked how many employees are out on job sites. Mr. Foster advised
that there are about 15 and they hope to add an additional 15 over the next two
years. Ms. Urzan asked about the details of what they do. Mr. Foster explained
they provide residential and commercial cleaning services. The chairman wanted
to note that this is a smaller scale project that will have the same requirements
as a bigger project, but we still want this process to work for all facets of the
economy. (See attached Resolution 05/16 #1)
Tina Urzan made a motion to approve the initial authorization
for Daigle Development, LLC.
Susan Farrell seconded the motion, motion carried.
III. Troy Living, LLC
Ms. Kurzejeski advised that Troy Living, LLC is seeking to reassign their current
agreement to Irving Avenue 158, LLC; who is looking to take over the
Conservatory and the hardware store. The chairman noted that nothing is
changing with the specifics of the project; the obligations will simply change to
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the new owners. Steve Bouchey commended the work that the Pfeil have done
in downtown Troy. Ms. Kurzejeski introduced the new owners, Angelo and Erica
Grasso. Jeff Pfeil advised that they currently run the ACE hardware store locally.
Mr. Bodnar asked for additional background on the new owners. Mr. Grasso
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advised that his family runs hardware store in Brooklyn and recently purchased
the ACE Hardware store on Brunswick Road. He advised that his sister-in-law,
Erica Grasso, currently manages that store. Ms. Kurzejeski asked about their
distribution center. Mr. Grasso advised they do have a distribution center in
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Latham that helps supply the stores. Mr. Bodnar asked if they had any other
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business interests in the area. Mr. Grasso advised not at this time, but it’s
always a possibility. (See attached Resolution 05/16 #2)
Steve Bouchey made a motion to approve the assignment from
Troy Living, LLC to Irving Avenue 158, LLC.
Tina Urzan seconded the motion, motion carried.
IV. HV Housing, LLC
The chairman noted that we held a public hearing on this project on Friday May
13, 2016 and noted that they have presented to this board more than once, as
well as attending several planning/zoning board meetings. Mr. Bodnar noted
that the City Council may invite this group to present to them in the near future.
Ms. Kurzejeski explained that there is one more planning meeting in which the
City Council has been asked to attend. Mr. Uccellini advised that would be fine
and advised he would be more than happy to present to them if they have
questions/concerns. (See attached Resolution 05/16 #3)
Tina Urzan made a motion to approve the Authorizing Resolution
for HV Housing, LLC.
Hon. Dean Bodnar seconded the motion, motion carried.
V. IDA Compliance Documents
2
The chairman advised that documents are becoming more standardized. Mr.
Miller advised that legislation was signed in December 2015 that will go into
effect on June 15, 2016 regarding enhance reporting, compliance and
enforcement materials. This includes an updated application for financial
assistance; which includes an increase in application fee, annual maintenance
fees, additional certifications within the application, job number section has
been updated and enhanced certification about moving jobs from other areas.
Mr. Miller advised that the law also required enhanced policies for recapture
agreements; which will come into play with our PARIS reporting. He added that
there is also a requirement for a uniform project cost benefit analysis and
referred to the one in the board members packets. Mr. Miller advised that this
will help to level the playing field for all applicants; it is something that we do
already, but this will imbed it in our policy. Mr. Miller advised that the same
applies to the agent agreement. There are new provisions that are required to
be in the language; including capping sales tax exemptions and a delineation of
all financial assistance. Mr. Miller advised that these updates will assist with
checks and balances for IDA’s throughout the state. Mr. Bodnar asked about
what internal controls are going to be set up or enhanced so that we can review
them. Ms. Kurzejeski spoke about the current process in place for collecting
information from the applicants. The chairman spoke about the need to
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improve the analysis part of the process after the information is collected. Mr.
Miller agreed that there is enough checks/balance to collect the data, but no
one to interpret. Mr. Miller advised that the governance committee can meet to
review the information and make recommendations to the full board. Mr.
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Bodnar advised that the process of involvement would help us with board
member evaluations. He added that he is glad to see an increased fee
schedule. Mr. Doherty asked if the annual fee is on a sliding scale or if it is
fixed. Mr. Miller advised the annual maintenance fee is the same for all
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projects. Mr. Doherty asked if there is a separate website for our IDA. Ms.
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Kurzejeski advised that we have a separate page on the City’s website. (See
attached Resolution 05/16 #4)
Lou Anthony made a motion to approve the IDA Compliance
Documents as part as our policies and procedures.
Tina Urzan seconded the motion, motion carried.
VI. PARIS report
The chairman advised that a copy of the PARIS report was distributed for their
review to adopt next month. Ms. Kurzejeski gave an overview of the type of
information that is contained in the PARIS report. Mr. Doherty wanted to clarify
that it is for calendar year 2015. Ms. Kurzejeski advised yes, some of the
information will seem outdated but it relates to last year. She added that for
2016 there will be updates made. Mr. Doherty asked about when we switched to
CFO for Hire. The board had a general discussion about the CFO’s position
versus the City Comptroller’s position on the board. Mr. Miller advised that by
statute, the city’s comptroller is supposed to handle the funds as they come in
and CFO for Hire is the financial staff. The chairman advised that we will talk
about the reports at the next meeting.
VII. Project Pipeline
3
Ms. Kurzejeski distributed a spreadsheet to the board members that outlined the
upcoming projects which included all of their costs and potential administration
fees. She advised that this will be sent out quarterly to keep everyone up to
date on what is happening. The board asked what the bottom number
represents. Ms. Kurzejeski noted that it will be adjusted as projects come in
and others are completed. The chairman advised that this is a great start. Mrs.
Urzan agreed and added that she finds the form to be very helpful. Mr. Bodnar
asked about the status of Wolff’s Biergarten. Mr. Miller advised that the IDA
benefits did not transfer over to them; they are fully taxable.
VIII. Financials
Jim Lozano presented the financials to the board and advised that the balance
sheet currently show $523,000 in assets; with $471,000 in cash. He added that
we are a little under $51,000 for receivables; the majority of that which was for
Dinosaur BBQ PILOT. He advised that PILOT was paid to the City. Mr. Lozano
advised there was no other action on the balance sheet.
Mr. Lozano went over the profit and loss sheet for April; which he noted there
was little activity with a surplus of $684 for the month. Mr. Lozano advised for
the year to date we have a surplus of $166,000.
IX.
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Adjournment
With no additional business to discuss, the IDA portion of the meeting was
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adjourned at 10:50 a.m.
Steve Bouchey made a motion to adjourn the IDA meeting.
Tina Urzan seconded the motion, motion carried.
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INITIAL PROJECT RESOLUTION
(Daigle Development, LLC Project)
A regular meeting of the Troy Industrial Development Authority (the “Authority”) was
convened on May 20, 2016 at 10:00 a.m., local time, at 433 River Street, 5th Floor, Troy, New
York 12180.
The meeting was called to order by the Vice Chairman and, upon roll being called, the
following members of the Authority were:
MEMBER PRESENT ABSENT
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
D
Steve Bouchey
Louis Anthony
Paul Carroll
X
X
X
Adam Hotaling
Susan Farrell
Tina Urzan R X
X
X
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The following persons were ALSO PRESENT: Ken Crowe, Derek Foster, Michael
Uccellini, Tom Uccellini, Tim Haskins, Jeff Pfeil, Deanne Pfeil, Mary Ellen Flores, James
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Lozano, Deanne DalPos, Angelo Grasso, Erica Grasso, Justin Miller and Denee Zeigler
After the meeting had been duly called to order, the Chairman announced that among the
purposes of the meeting was to consider and take action on certain matters pertaining to a
proposed project for the benefit of Daigle Development, LLC.
On motion duly made by Tina Urzan and seconded by Susan Farrell, the following
resolution was placed before the members of the Troy Industrial Development Authority:
Member Aye Nay Abstain Absent
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
Steve Bouchey X
Louis Anthony X
Paul Carroll X
Adam Hotaling X
Susan Farrell X
Tina Urzan X
Page 1 of 5
Resolution No. 05/16 #1
RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY
(THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF HV
HOUSING, LLC SUBMITTED ON BEHALF OF DAIGLE DEVELOPMENT,
LLC (THE “COMPANY”) IN CONNECTION WITH A CERTAIN PROJECT
(AS MORE FULLY DEFINED BELOW); (ii) AUTHORIZING THE
SCHEDULING, NOTICE AND CONDUCT OF A PUBLIC HEARING WITH
RESPECT TO THE PROJECT; AND (iii) DESCRIBING THE FORMS OF
FINANCIAL ASSISTANCE BEING CONTEMPLATED BY THE
AUTHORITY WITH RESPECT TO THE PROJECT
WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New
York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended
(hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT
D
AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to
own, lease and sell property for the purpose of, among other things, acquiring, constructing and
equipping industrial, manufacturing and commercial facilities as authorized by the Act; and
R
WHEREAS, DAIGLE DEVELOPMENT, LLC, for itself and/or on behalf of an entity
to be formed ( collectively, the “Company”), has requested the Authority’s assistance with a
certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold
T
interest in two parcels of real property located at 40-42 and 44 River Street, Troy, New York
12180 (the “Land”, being more particularly identified as TMID Nos. 100.76-5-14 and 100.76-5-
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15) and the existing approximately 5,000 square foot building and parking improvements located
thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction,
renovation and refurbishment of the Existing Improvements by the Company to create a multi-
tenanted commercial office building, along with related common area space, related exterior
access and egress improvements, parking, curbage, site work and landscaping improvements
(collectively, the “Improvements”), and (iii) the acquisition and installation by the Company in
and around the Land, Existing Improvements and Improvements of certain items of equipment
and other tangible personal property necessary and incidental in connection with the Company’s
development of the Project (the “Equipment”, and collectively with the Land, the Existing
Improvements and the Improvements, the “Facility”); and
WHEREAS, pursuant to the Act, the Authority desires to adopt a resolution describing
the Project and the Financial Assistance (as hereinafter defined) that the Authority is
contemplating with respect to the Project; and
WHEREAS, it is contemplated that the Authority will (i) accept the Application
submitted by the Company; (ii) approve the scheduling, notice and conduct of a Public Hearing
with respect to the Project; and (iii) approve the negotiation, but not the execution or delivery, of
certain documents in furtherance of the Project, as more fully described below.
Page 2 of 5
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY
INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS:
Section 1. The Company has presented an application in a form acceptable to the
Authority. Based upon the representations made by the Company to the Authority in the
Company’s application and in related correspondence, the Authority hereby finds and determines
that:
(A) By virtue of the Act, the Authority has been vested with all powers necessary and
convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all
powers granted to it under the Act; and
(B) The Authority has the authority to take the actions contemplated herein under the
Act; and
(C) The action to be taken by the Authority will induce the Company to develop the
Project, and otherwise furthering the purposes of the Authority as set forth in the Act; and
(D)
D The Project will not result in the removal of a commercial, industrial, or
manufacturing plant of the Company or any other proposed occupant of the Project from one
area of the State of New York (the “State”) to another area of the State or result in the
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abandonment of one or more plants or facilities of the Company or any other proposed occupant
of the Project located within the State; and the Authority hereby finds that, based on the
Company’s application, to the extent occupants are relocating from one plant or facility to
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another, the Project is reasonably necessary to discourage the Project occupants from removing
such other plant or facility to a location outside the State and/or is reasonably necessary to
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preserve the competitive position of the Project occupants in their respective industries; and
Section 2. The proposed Financial Assistance being contemplated by the Authority
includes (i) a sales and use tax exemption for materials, supplies and rentals acquired or procured
in furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording
tax exemption(s) in connection with secured financings undertaken by the Company in
furtherance of the Project; and (iii) an abatement or exemption from real property taxes levied
against the Land and Facility pursuant to a PILOT Agreement to be negotiated.
Section 3. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive
Officer of the Authority are hereby authorized, on behalf of the Authority, to schedule, notice
and conduct a public hearing in compliance with the Act and negotiate (but not execute or
deliver) the terms of (A) a Lease Agreement, pursuant to which the Company leases the Project
to the Authority (or, a Deed of conveyance to the Authority whereby the Authority will acquire
fee title to the Land and Project), (B) a related Leaseback Agreement, pursuant to which the
Authority leases its interest in the Project back to the Company, (C) a PILOT Agreement,
pursuant to which the Company agrees to make certain payments in-lieu-of real property taxes,
and (D) related documents thereto; provided (i) the rental payments under the Leaseback
Agreement include payments of all costs incurred by the Authority arising out of or related to the
Project and indemnification of the Authority by the Company for actions taken by the Company
Page 3 of 5
and/or claims arising out of or related to the Project and (ii) the terms of the PILOT Agreement
are consistent with the Authority’s Uniform Tax Exemption Policy or the procedures for
deviation have been complied with.
Section 4. The officers, employees and agents of the Authority are hereby authorized
and directed for and in the name and on behalf of the Authority to do all acts and things required
and to execute and deliver all such certificates, instruments and documents, to pay all such fees,
charges and expenses 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 resolutions and to cause compliance by the Authority with all of the terms,
covenants and provisions of the documents executed for and on behalf of the Authority.
Section 5. These Resolutions shall take effect immediately.
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Page 4 of 5
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AUTHORIZING RESOLUTION
(Troy Living LLC Project –
Assignment to Irving Ave 158 LLC)
A regular meeting of the Troy Industrial Development Authority (the “Authority”) was
convened on May 20, 2016, at 10:00 a.m., local time, at 433 River Street, 5th Floor, Troy, New
York 12180.
The meeting was called to order by the Chairman and, upon roll being called, the
following members of the Authority were:
MEMBER PRESENT ABSENT
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
D
Steve Bouchey
Louis Anthony
Paul Carroll
X
X
X
Adam Hotaling
Susan Farrell
Tina Urzan R X
X
X
T
The following persons were ALSO PRESENT: Ken Crowe, Derek Foster, Michael
Uccellini, Tom Uccellini, Tim Haskins, Jeff Pfeil, Deanne Pfeil, Mary Ellen Flores, James
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Lozano, Deanne DalPos, Angelo Grasso, Erica Grasso, Justin Miller and Denee Zeigler
After the meeting had been duly called to order, the Chairman announced that among the
purposes of the meeting was to consider and take action on certain matters pertaining to a project
previously undertaken for the benefit of Troy Living, LLC.
On motion duly made by Steve Bouchey and seconded by Tina Urzan, the following
resolution was placed before the members of the Troy Industrial Development Authority:
Member Aye Nay Abstain Absent
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
Steve Bouchey X
Louis Anthony X
Paul Carroll X
Adam Hotaling X
Susan Farrell X
Tina Urzan X
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Resolution No. 05/16 #2
RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY
(THE “AUTHORITY”) (i) AUTHORIZING THE ASSIGNMENT OF CERTAIN
DOCUMENTS IN CONNECTION WITH A CERTAIN PROJECT (AS
FURTHER DEFINED HEREIN) PREVIOUSLY UNDERTAKEN FOR THE
BENEFIT OF TROY LIVING, LLC (THE “COMPANY”) TO IRVING
AVENUE 158 LLC (THE “ASSIGNEE”); AND (ii) AUTHORIZING THE
EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND
AGREEMENTS RELATING THERETO
WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New
York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended
(hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT
AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to
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own, lease and sell property for the purpose of, among other things, acquiring, constructing and
equipping industrial, manufacturing and commercial facilities as authorized by the Act; and
WHEREAS, the Authority previously appointed TROY LIVING, LLC (the
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“Company”) as agent to undertake a certain project (the “Project”) consisting of (A) the
acquisition by the Authority of a leasehold or other interest certain real property located at 63-65
Third Street, City Troy, New York (the “Land”) and the existing improvements located thereon,
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including the approximately 44,000 square foot building located on the Land (the “Existing
Facility”); (B) the renovation of the Existing Facility, (C) the construction of an underground
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attached parking facility (the “Parking Facility”) and together with the Existing Facility, the
“Facility”), (D) the acquisition of and installation in the Facility of certain equipment (the
“Equipment” and, together with the Land and Facility, the “Project Facility”)collectively with
the Land, the Existing Improvements and the Improvements, the “Facility”), and (E) the lease of
the Authority’s interest in the Facility back to the Company; and
WHEREAS, by resolution adopted June 27, 2007, the Authority authorized the
undertaking of the Project and pursuant to which the Authority and the Company entered into a
certain Company Lease Agreement, Lease Agreement, and PILOT Agreement and related
documents, each dated as of June 1, 2017 (collectively, the “Authority Documents”); and
WHEREAS, pursuant to the Lease Agreement, and in connection with the sale of the
Project Facility, the Company has requested the Authority’s approval of the proposed assignment
of the Authority Documents (the “Assignment”) to Irving Ave 158 LLC (the “Assignee”); and
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY
INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS:
Section 1. Subject to (i) the Company and Assignee executing an Assignment and
Assumption Agreement (the “Assignment Agreement”), (ii) the delivery to the Authority of a
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binder, certificate or other evidence of liability insurance policy for the Project satisfactory to the
Authority, and (iii) compliance with the Lease Agreement, the Authority hereby authorizes the
Assignment of the Authority Documents to the Assignee. The Authority hereby finds that the
Assignment constitutes a Type II Action, as defined within the State Environmental Quality
Review Act (“SEQRA”) and regulations adopted pursuant thereto at 6 NYCRR Part 617.5(c)(26)
whereby the Assignment constitutes a transfer of leasehold rights with no material change in
permitted conditions or activities.
Section 2. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive
Officer of the Authority are hereby authorized, on behalf of the Authority, to execute, deliver the
Assignment Agreement and related documents; provided the rental payments under the
Leaseback Agreement, as assigned, and the Assignment Agreement include payments of all costs
incurred by the Authority arising out of or related to the Project and prospective indemnification
of the Authority by the Assignee for actions taken by the Assignee and/or claims arising out of or
related to the Project.
Section 3. The Chairman, Vice Chairman and/or the Executive Director/Chief
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Executive Officer of the Authority are hereby further authorized, on behalf of the Authority, and
to the extent necessary, to execute and deliver any mortgage, assignment of leases and rents,
security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by
these resolutions or required by any lender identified by the Assignee (the “Lender”) up to a
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maximum principal amount necessary to undertake the Project and/or finance/refinance
acquisition and Project costs, equipment and other personal property and related transactional
costs, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby
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authorized to affix the seal of the Authority to the Authority Documents and to attest the same,
all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman
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and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the
execution thereof by the Chairman, Vice Chairman or the Executive Director/Chief Executive
Officer of the Authority to constitute conclusive evidence of such approval; provided, in all
events, recourse against the Authority is limited to the Authority’s interest in the Project.
Section 4. The officers, employees and agents of the Authority are hereby authorized
and directed for and in the name and on behalf of the Authority to do all acts and things required
and to execute and deliver all such certificates, instruments and documents, to pay all such fees,
charges and expenses 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 resolutions and to cause compliance by the Authority with all of the terms,
covenants and provisions of the documents executed for and on behalf of the Authority.
Section 5. These Resolutions shall take effect immediately.
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PROJECT AUTHORIZING RESOLUTION
(HV Housing, LLC Project)
A regular meeting of the Troy Industrial Development Authority (the “Authority”) was
convened on May 20, 2016, at 10:00 a.m., local time, at 433 River Street, Troy, New York
12180.
The meeting was called to order by the Chairman and, upon roll being called, the
following members of the Authority were:
MEMBER PRESENT ABSENT
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
Steve Bouchey X
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Louis Anthony
Paul Carroll
Adam Hotaling
X
X
X
Susan Farrell
Tina Urzan
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X
The following persons were ALSO PRESENT: Ken Crowe, Derek Foster, Michael
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Uccellini, Tom Uccellini, Tim Haskins, Jeff Pfeil, Deanne Pfeil, Mary Ellen Flores, James
Lozano, Deanne DalPos, Angelo Grasso, Erica Grasso, Justin Miller and Denee Zeigler
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After the meeting had been duly called to order, the Chairman announced that among the
purposes of the meeting was to consider and take action on certain matters pertaining to a
proposed project for the benefit of HV Housing, LLC, for itself or an entity to be formed.
On motion duly made by Tina Urzan and seconded by Dean Bodnar, the following
resolution was placed before the members of the Troy Industrial Development Authority:
Member Aye Nay Abstain Absent
Kevin O’Bryan X
Hon. Dean Bodnar X
Hon. Robert Doherty X
Steve Bouchey X
Louis Anthony X
Paul Carroll X
Adam Hotaling X
Susan Farrell X
Tina Urzan X
Page 1 of 9
Resolution No. 06/16 #3
RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY
(THE “AUTHORITY”) (i) AUTHORIZING THE UNDERTAKING OF A
CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT
OF HV HOUSING, LLC (THE “COMPANY”) IN CONNECTION WITH A
CERTAIN PROJECT; (ii) ADOPTING FINDINGS PURSUANT TO THE
STATE ENVIRONMENTAL QUALITY REVIEW ACT (“SEQRA”) WITH
RESPECT TO THE PROJECT; AND (iv) AUTHORIZING THE EXECUTION
AND DELIVERY OF CERTAIN DOCUMENTS AND AGREEMENTS
RELATING TO THE PROJECT
WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New
York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended
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(hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT
AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to
own, lease and sell property for the purpose of, among other things, acquiring, constructing and
equipping industrial, manufacturing and commercial facilities as authorized by the Act; and
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WHEREAS, HV HOUSING, LLC, for itself and/or on behalf of an entity to be formed (
collectively, the “Company”), has requested the Authority’s assistance with a certain project (the
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“Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in
approximately 13 acres of real property located at 45 Vandenburgh Avenue at the corner of
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Morrison Avenue and Vandenburgh Avenue, Troy, New York 12180 (the “Land”, being more
particularly identified as a portion of TMID No. 112.69-1-10) and the existing site and
infrastructure improvements located thereon being comprised of five (5) buildings containing
approximately 91,793 square feet of space along with existing site improvements (the “Existing
Improvements”), (ii) the demolition of portions of the Existing Improvements and the planning,
design, engineering, construction, operation and maintenance upon the Land and around the
Existing Improvements of a four (4) story residential facility including seventy-two (72) units of
rental residential housing containing 268 beds along with related common area space, related
exterior access and egress improvements, parking, curbage, site work and landscaping
improvements (collectively, the “Improvements”), and (iii) the acquisition and installation by the
Company in and around the Existing Improvements and Improvements of certain items of
equipment and other tangible personal property necessary and incidental in connection with the
Company’s development of the Project in and around the Land, Existing Improvements and
Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and
the Improvements, the “Facility”); and
WHEREAS, by resolution adopted April 22, 2016 (the “Initial Project Resolution”), the
Authority (i) accepted the Application submitted by the Company, (ii) authorized the scheduling,
notice and conduct of a public hearing with respect to the Project (the “Public Hearing”), and
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(iii) described the forms of financial assistance being contemplated by the Authority with respect
to the Project (the “Financial Assistance”, as more fully described herein); and
WHEREAS, pursuant to the Initial Project Resolution, the Authority duly scheduled,
noticed and conducted the Public Hearing at 10:00 a.m. on May 13, 2016 whereat all interested
persons were afforded a reasonable opportunity to present their views, either orally or in writing
on the location and nature of the Facility and the proposed Financial Assistance to be afforded
the Company in connection with the Project (a copy of the Minutes of the Public Hearing, proof
of publication and delivery of Notice of Public Hearing being attached hereto as Exhibit A); and
WHEREAS, pursuant to application by the Company, Hudson Valley Community
College (“HVCC”), as lead agency pursuant to the State Environmental Quality Review Act and
regulations adopted pursuant thereto (collectively, “SEQRA”), previously reviewed the Project
and adopted a negative declaration (the “Negative Declaration”) with respect to the Project, a
copy of which is attached hereto as Exhibit B; and
WHEREAS, the Authority and Company have negotiated the terms of an Agent and
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Financial Assistance and Project Agreement (the “Agent Agreement”), a Lease Agreement (the
“Lease Agreement”), related Leaseback Agreement (the “Leaseback Agreement”) and related
Payment-in-lieu-of-Tax Agreement (the “PILOT Agreement”), and, subject to the conditions set
forth within this resolution, it is contemplated that the Authority will (i) acquire a leasehold
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interest in the Land and Existing Improvements pursuant to the Lease Agreement, (ii) appoint the
Company agent of the Authority to undertake the Project and lease the Land, Existing
Improvements, Improvements and Equipment constituting the Facility to the Company for the
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term of the Leaseback Agreement and PILOT Agreement, and (ii) provide certain forms of
Financial Assistance to the Company, including (a) mortgage recording tax exemption(s)
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relating to one or more financings secured in furtherance of the Project; (b) a sales and use tax
exemption for purchases and rentals related to the construction and equipping of the Project; and
(c) a partial real property tax abatement structured through the PILOT Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY
INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS:
Section 1. The Company has presented an application in a form acceptable to the
Authority. Based upon the representations made by the Company to the Authority in the
Company's application and in related correspondence, the Authority hereby finds and determines
that:
(A) By virtue of the Act, the Authority has been vested with all powers necessary and
convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all
powers granted to it under the Act; and
(B) The Authority has the authority to take the actions contemplated herein under the
Act; and
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(C) The action to be taken by the Authority will induce the Company to develop the
Project, thereby increasing employment opportunities in the City of Troy, New York, and
otherwise furthering the purposes of the Authority as set forth in the Act; and
(D) The Project will not result in the removal of a civic, commercial, industrial, or
manufacturing plant of the Company or any other proposed occupant of the Project from one
area of the State of New York (the “State”) to another area of the State or result in the
abandonment of one or more plants or facilities of the Company or any other proposed occupant
of the Project located within the State; and the Authority hereby finds that, based on the
Company’s application, to the extent occupants are relocating from one plant or facility to
another, the Project is reasonably necessary to discourage the Project occupants from removing
such other plant or facility to a location outside the State and/or is reasonably necessary to
preserve the competitive position of the Project occupants in their respective industries; and
(E) The Authority has reviewed the Negative Declaration adopted by HVCC and
determined the Project involves a Type I as said term is defined under SEQRA. The review is
uncoordinated. Based upon the review by the Authority of the Negative Declaration, related
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Environmental Assessment Form (the “EAF”) and related documents delivered by the Company
to the Authority and other representations made by the Company to the Authority in connection
with the Project, the Authority hereby ratifies the SEQRA determination made by HVCC and the
Authority further finds that (i) the Project will result in no major impacts and, therefore, is one
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which may not cause significant damage to the environment; (ii) the Project will not have a
“significant effect on the environment” as such quoted terms are defined in SEQRA; and (iii) no
“environmental impact statement” as such quoted term is defined in SEQRA, need be prepared
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for this action. This determination constitutes a negative declaration in connection with the
Authority’s sponsorship and involvement with the Project for purposes of SEQRA.
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Section 2. The Authority hereby accepts the Minutes of the Public Hearing and
approves the provision of the proposed Financial Assistance to the Company, including (i) a
sales and use tax exemption for materials, supplies and rentals acquired or procured in
furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording tax
exemption(s) in connection with secured financings undertaken by the Company in furtherance
of the Project; and (iii) an abatement or exemption from real property taxes levied against the
Land and Facility pursuant to a PILOT Agreement.
Section 3. Subject to the Company executing the Leaseback Agreement and/or a
related Agent Agreement, along with the delivery to the Authority of a binder, certificate or other
evidence of liability insurance policy for the Project satisfactory to the Authority, the Authority
hereby authorizes the undertaking of the Project, including the acquisition of a leasehold interest
in the Land and Existing Improvements pursuant to the Lease Agreement and related recording
documents, the form and substance of which shall be approved as to form and content by counsel
to the Authority. Subject to the within conditions, the Authority further authorizes the execution
and delivery of the Leaseback Agreement, wherein the Company is authorized to undertake the
construction and equipping of the Improvements and hereby appoints the Company as the true
and lawful agent of the Authority: (i) to acquire, construct and equip the Improvements and
acquire and install the Equipment; (ii) to make, execute, acknowledge and deliver any contracts,
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orders, receipts, writings and instructions, as the stated agent for the Authority with the authority
to delegate such agency, in whole or in part, to agents, subagents, contractors, and subcontractors
of such agents and subagents and to such other parties as the Company chooses; and (iii) in
general, to do all things which may be requisite or proper for completing the Project, all with the
same powers and the same validity that the Authority could do if acting in its own behalf.
Based upon the representation and warranties made by the Company the Application, the
Authority hereby authorizes and approves the Company, as its agent, to make purchases of goods
and services relating to the Project and that would otherwise be subject to New York State and
local sales and use tax in an amount up to $400,000.00, which result in New York State and local
sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed
$5,000,000.00. The Authority agrees to consider any requests by the Company for increase to
the amount of sales and use tax exemption benefits authorized by the Authority upon being
provided with appropriate documentation detailing the additional purchases of property or
services, and, to the extent required, the Authority authorizes and conducts any supplemental
public hearing(s).
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Pursuant to Section 1963-b of the Act, the Authority may recover or recapture from the
Company, its agents, consultants, subcontractors, or any other party authorized to make
purchases for the benefit of the Project, any sales and use tax exemption benefits taken or
purported to be taken by the Company, its agents, consultants, subcontractors, or any other party
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authorized to make purchases for the benefit of the Project, if it is determined that: (i) the
Company, its agents, consultants, subcontractors, or any other party authorized to make
purchases for the benefit of the Project, is not entitled to the sales and use tax exemption
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benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized to
be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to
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make purchases for the benefit of the Project; (iii) the sales and use tax exemption benefits are
for property or services not authorized by the Authority as part of the Project; (iv) the Company
has made a material false statement on its application for financial assistance; (v) the sales and
use tax exemption benefits are taken in cases where the Company, its agents, consultants,
subcontractors, or any other party authorized to make purchases for the benefit of the Project
fails to comply with a material term or condition to use property or services in the manner
approved by the Authority in connection with the Project; and/or (vi) the Company obtains
mortgage recording tax benefits and/or real property tax abatements and fails to comply with a
material term or condition to use property or services in the manner approved by the Authority in
connection with the Project (collectively, items (i) through (vi) hereby defined as a “Recapture
Event”).
As a condition precedent of receiving sales and use tax exemption benefits, mortgage
recording tax exemption benefits, and real property tax abatement benefits, the Company, its
agents, consultants, subcontractors, or any other party authorized to make purchases for the
benefit of the Project, must (i) if a Recapture Event determination is made by the Authority,
cooperate with the Authority in its efforts to recover or recapture any sales and use tax
exemption benefits, mortgage recording tax benefits and/or real property tax abatements
abatement benefits, and (ii) promptly pay over any such amounts to the Authority that the
Authority demands, if and as so required to be paid over as determined by the Authority.
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Section 4. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive
Officer of the Authority are hereby authorized, on behalf of the Authority, to execute, deliver (A)
the Agent Agreement, wherein the Authority will appoint the Company as agent to undertake the
Project, (B) the Lease Agreement, pursuant to which the Company will lease its interest in the
Land, Existing Improvements, Improvements and Equipment constituting the Facility to the
Authority, (C) the Leaseback Agreement, pursuant to which the Authority will lease its interest
in the Land, Existing Improvements, Improvements and Equipment constituting the Facility back
to the Company, (D) the PILOT Agreement pursuant to which the Company shall be required to
make certain PILOT Payments to the Authority for the benefit of the Affected Taxing
Jurisdictions (along with a related PILOT Mortgage Agreement, or in the discretion of the
Executive Director, a sufficient guaranty of performance under the Leaseback Agreement and
PILOT Agreement), and (E) related documents, including, but not limited to, Sales Tax
Exemption Letter(s), Bills(s) of Sale and related instruments; provided the rental payments under
the Leaseback Agreement include payments of all costs incurred by the Authority arising out of
or related to the Project and indemnification of the Authority by the Company for actions taken
by the Company and/or claims arising out of or related to the Project.
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Section 5. The Chairman, Vice Chairman and/or the Executive Director/Chief
Executive Officer of the Authority are hereby further authorized, on behalf of the Authority, and
to the extent necessary, to execute and deliver any mortgage, assignment of leases and rents,
security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by
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these resolutions or required by any lender identified by the Company (the “Lender”) up to a
maximum principal amount necessary to undertake the Project and/or finance/refinance
acquisition and Project costs, equipment and other personal property and related transactional
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costs, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby
authorized to affix the seal of the Authority to the Authority Documents and to attest the same,
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all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman
and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the
execution thereof by the Chairman, Vice Chairman or the Executive Director/Chief Executive
Officer of the Authority to constitute conclusive evidence of such approval; provided, in all
events, recourse against the Authority is limited to the Authority’s interest in the Project.
Section 6. The officers, employees and agents of the Authority are hereby authorized
and directed for and in the name and on behalf of the Authority to do all acts and things required
and to execute and deliver all such certificates, instruments and documents, to pay all such fees,
charges and expenses 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 resolutions and to cause compliance by the Authority with all of the terms,
covenants and provisions of the documents executed for and on behalf of the Authority.
Section 7. These Resolutions shall take effect immediately.
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EXHIBIT A
PUBLIC HEARING MATERIALS
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EXHIBIT B
SEQRA MATERIALS
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PROJECT AUTHORIZING RESOLUTION
(Daigle Development, LLC Project)
A regular meeting of the Troy Industrial Development Authority (the “Authority”) was
convened on June 17, 2016, at 10:00 a.m., local time, at 433 River Street, Troy, New York
12180.
The meeting was called to order by the Chairman and, upon roll being called, the
following members of the Authority were:
MEMBER PRESENT ABSENT
Kevin O’Bryan
Hon. Dean Bodnar
Hon. Robert Doherty
Steve Bouchey
Louis Anthony
Paul Carroll
Adam Hotaling
Susan Farrell
Tina Urzan
The following persons were ALSO PRESENT:
After the meeting had been duly called to order, the Chairman announced that among the
purposes of the meeting was to consider and take action on certain matters pertaining to a
proposed project for the benefit of Daigle Development, LLC, for itself or an entity to be formed.
On motion duly made by _________ and seconded by __________, the following
resolution was placed before the members of the Troy Industrial Development Authority:
Member Aye Nay Abstain Absent
Kevin O’Bryan
Hon. Dean Bodnar
Hon. Robert Doherty
Steve Bouchey
Louis Anthony
Paul Carroll
Adam Hotaling
Susan Farrell
Tina Urzan
Page 1 of 9
Resolution No. ____
RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY
(THE “AUTHORITY”) (i) AUTHORIZING THE UNDERTAKING OF A
CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT
OF DAIGLE DEVELOPMENT, LLC (THE “COMPANY”) IN CONNECTION
WITH A CERTAIN PROJECT; (ii) ADOPTING FINDINGS PURSUANT TO
THE STATE ENVIRONMENTAL QUALITY REVIEW ACT (“SEQRA”)
WITH RESPECT TO THE PROJECT; AND (iv) AUTHORIZING THE
EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND
AGREEMENTS RELATING TO THE PROJECT
WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New
York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended
(hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT
AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to
own, lease and sell property for the purpose of, among other things, acquiring, constructing and
equipping industrial, manufacturing and commercial facilities as authorized by the Act; and
WHEREAS, DAIGLE DEVELOPMENT, LLC, for itself and/or on behalf of an entity
to be formed ( collectively, the “Company”), has requested the Authority’s assistance with a
certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold
interest in two parcels of real property located at 40-42 and 44 River Street, Troy, New York
12180 (the “Land”, being more particularly identified as TMID Nos. 100.76-5-14 and 100.76-5-
15) and the existing approximately 5,000 square foot building and parking improvements located
thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction,
renovation and refurbishment of the Existing Improvements by the Company to create a multi-
tenanted commercial office building, along with related common area space, related exterior
access and egress improvements, parking, curbage, site work and landscaping improvements
(collectively, the “Improvements”), and (iii) the acquisition and installation by the Company in
and around the Land, Existing Improvements and Improvements of certain items of equipment
and other tangible personal property necessary and incidental in connection with the Company’s
development of the Project (the “Equipment”, and collectively with the Land, the Existing
Improvements and the Improvements, the “Facility”); and
WHEREAS, by resolution adopted May 20, 2016 (the “Initial Project Resolution”), the
Authority (i) accepted the Application submitted by the Company, (ii) authorized the scheduling,
notice and conduct of a public hearing with respect to the Project (the “Public Hearing”), and
(iii) described the forms of financial assistance being contemplated by the Authority with respect
to the Project (the “Financial Assistance”, as more fully described herein); and
WHEREAS, pursuant to the Initial Project Resolution, the Authority duly scheduled,
noticed and conducted the Public Hearing at 10:00 a.m. on June 17, 2016 whereat all interested
persons were afforded a reasonable opportunity to present their views, either orally or in writing
on the location and nature of the Facility and the proposed Financial Assistance to be afforded
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the Company in connection with the Project (a copy of the Minutes of the Public Hearing, proof
of publication and delivery of Notice of Public Hearing being attached hereto as Exhibit A); and
WHEREAS, pursuant to the State Environmental Quality Review Act, as codified under
Article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by
the Department of Environmental Conservation of the State (collectively, “SEQRA”), the
Authority has identified the Project as an “Unlisted Action”, as defined pursuant to SEQRA and
has prepared an Environmental Assessment Form (“EAF”), a copy of which is attached hereto as
Exhibit B; and
WHEREAS, the Authority and Company have negotiated the terms of an Agent and
Financial Assistance and Project Agreement (the “Agent Agreement”), a Lease Agreement (the
“Lease Agreement”), related Leaseback Agreement (the “Leaseback Agreement”) and related
Payment-in-lieu-of-Tax Agreement (the “PILOT Agreement”), and, subject to the conditions set
forth within this resolution, it is contemplated that the Authority will (i) acquire a leasehold
interest in the Land and Existing Improvements pursuant to the Lease Agreement, (ii) appoint the
Company agent of the Authority to undertake the Project and lease the Land, Existing
Improvements, Improvements and Equipment constituting the Facility to the Company for the
term of the Leaseback Agreement and PILOT Agreement, and (ii) provide certain forms of
Financial Assistance to the Company, including (a) mortgage recording tax exemption(s)
relating to one or more financings secured in furtherance of the Project; (b) a sales and use tax
exemption for purchases and rentals related to the construction and equipping of the Project; and
(c) a partial real property tax abatement structured through the PILOT Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY
INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS:
Section 1. The Company has presented an application in a form acceptable to the
Authority. Based upon the representations made by the Company to the Authority in the
Company's application and in related correspondence, the Authority hereby finds and determines
that:
(A) By virtue of the Act, the Authority has been vested with all powers necessary and
convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all
powers granted to it under the Act; and
(B) The Authority has the authority to take the actions contemplated herein under the
Act; and
(C) The action to be taken by the Authority will induce the Company to develop the
Project, thereby increasing employment opportunities in the City of Troy, New York, and
otherwise furthering the purposes of the Authority as set forth in the Act; and
(D) The Project will not result in the removal of a civic, commercial, industrial, or
manufacturing plant of the Company or any other proposed occupant of the Project from one
area of the State of New York (the “State”) to another area of the State or result in the
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abandonment of one or more plants or facilities of the Company or any other proposed occupant
of the Project located within the State; and the Authority hereby finds that, based on the
Company’s application, to the extent occupants are relocating from one plant or facility to
another, the Project is reasonably necessary to discourage the Project occupants from removing
such other plant or facility to a location outside the State and/or is reasonably necessary to
preserve the competitive position of the Project occupants in their respective industries; and
(E) Based upon a review of the Application and the EAF submitted to the Authority,
the Agency hereby:
(i) declares itself lead agency for an uncoordinated review of the Project,
within the meaning of, and for all purposes of complying with SEQRA;
(ii) accepts the EAF pursuant to SEQRA with respect to the construction,
equipping and leasing of the Facility pursuant to SEQRA; and
(iii) finds that the Project involves an “unlisted action” (as such quoted term is
defined under SEQRA). The review is “uncoordinated” (as such quoted term is defined
under SEQRA). Based upon the review by the Authority of the EAF and related
documents delivered by the Company to the Authority and other representations made by
the Company to the Authority in connection with the Project, the Authority hereby finds
that (i) the Project will result in no major impacts and, therefore, is one which may not
cause significant damage to the environment; (ii) the Project will not have a “significant
effect on the environment” (as such quoted term is defined under SEQRA); and (iii) no
“environmental impact statement” (as such quoted term is defined under SEQRA) need
be prepared for this action. This determination constitutes a “negative declaration” (as
such quoted terms are defined under SEQRA) for purposes of SEQRA.
Section 2. The Authority hereby accepts the Minutes of the Public Hearing and
approves the provision of the proposed Financial Assistance to the Company, including (i) a
sales and use tax exemption for materials, supplies and rentals acquired or procured in
furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording tax
exemption(s) in connection with secured financings undertaken by the Company in furtherance
of the Project; and (iii) an abatement or exemption from real property taxes levied against the
Land and Facility pursuant to a PILOT Agreement.
Section 3. Subject to the Company executing the Leaseback Agreement and/or a
related Agent Agreement, along with the delivery to the Authority of a binder, certificate or other
evidence of liability insurance policy for the Project satisfactory to the Authority, the Authority
hereby authorizes the undertaking of the Project, including the acquisition of a leasehold interest
in the Land and Existing Improvements pursuant to the Lease Agreement and related recording
documents, the form and substance of which shall be approved as to form and content by counsel
to the Authority. Subject to the within conditions, the Authority further authorizes the execution
and delivery of the Leaseback Agreement, wherein the Company is authorized to undertake the
construction and equipping of the Improvements and hereby appoints the Company as the true
and lawful agent of the Authority: (i) to acquire, construct and equip the Improvements and
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acquire and install the Equipment; (ii) to make, execute, acknowledge and deliver any contracts,
orders, receipts, writings and instructions, as the stated agent for the Authority with the authority
to delegate such agency, in whole or in part, to agents, subagents, contractors, and subcontractors
of such agents and subagents and to such other parties as the Company chooses; and (iii) in
general, to do all things which may be requisite or proper for completing the Project, all with the
same powers and the same validity that the Authority could do if acting in its own behalf.
Based upon the representation and warranties made by the Company the Application, the
Authority hereby authorizes and approves the Company, as its agent, to make purchases of goods
and services relating to the Project and that would otherwise be subject to New York State and
local sales and use tax in an amount up to $200,000.00, which result in New York State and local
sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed
$16,000.00. The Authority agrees to consider any requests by the Company for increase to the
amount of sales and use tax exemption benefits authorized by the Authority upon being provided
with appropriate documentation detailing the additional purchases of property or services, and, to
the extent required, the Authority authorizes and conducts any supplemental public hearing(s).
Pursuant to Section 1963-b of the Act, the Authority may recover or recapture from the
Company, its agents, consultants, subcontractors, or any other party authorized to make
purchases for the benefit of the Project, any sales and use tax exemption benefits taken or
purported to be taken by the Company, its agents, consultants, subcontractors, or any other party
authorized to make purchases for the benefit of the Project, if it is determined that: (i) the
Company, its agents, consultants, subcontractors, or any other party authorized to make
purchases for the benefit of the Project, is not entitled to the sales and use tax exemption
benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized to
be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to
make purchases for the benefit of the Project; (iii) the sales and use tax exemption benefits are
for property or services not authorized by the Authority as part of the Project; (iv) the Company
has made a material false statement on its application for financial assistance; (v) the sales and
use tax exemption benefits are taken in cases where the Company, its agents, consultants,
subcontractors, or any other party authorized to make purchases for the benefit of the Project
fails to comply with a material term or condition to use property or services in the manner
approved by the Authority in connection with the Project; and/or (vi) the Company obtains
mortgage recording tax benefits and/or real property tax abatements and fails to comply with a
material term or condition to use property or services in the manner approved by the Authority in
connection with the Project (collectively, items (i) through (vi) hereby defined as a “Recapture
Event”).
As a condition precedent of receiving sales and use tax exemption benefits, mortgage
recording tax exemption benefits, and real property tax abatement benefits, the Company, its
agents, consultants, subcontractors, or any other party authorized to make purchases for the
benefit of the Project, must (i) if a Recapture Event determination is made by the Authority,
cooperate with the Authority in its efforts to recover or recapture any sales and use tax
exemption benefits, mortgage recording tax benefits and/or real property tax abatements
abatement benefits, and (ii) promptly pay over any such amounts to the Authority that the
Authority demands, if and as so required to be paid over as determined by the Authority.
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Section 4. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive
Officer of the Authority are hereby authorized, on behalf of the Authority, to execute, deliver (A)
the Agent Agreement, wherein the Authority will appoint the Company as agent to undertake the
Project, (B) the Lease Agreement, pursuant to which the Company will lease its interest in the
Land, Existing Improvements, Improvements and Equipment constituting the Facility to the
Authority, (C) the Leaseback Agreement, pursuant to which the Authority will lease its interest
in the Land, Existing Improvements, Improvements and Equipment constituting the Facility back
to the Company, (D) the PILOT Agreement pursuant to which the Company shall be required to
make certain PILOT Payments to the Authority for the benefit of the Affected Taxing
Jurisdictions (along with a related PILOT Mortgage Agreement, or in the discretion of the
Executive Director, a sufficient guaranty of performance under the Leaseback Agreement and
PILOT Agreement), and (E) related documents, including, but not limited to, Sales Tax
Exemption Letter(s), Bills(s) of Sale and related instruments; provided the rental payments under
the Leaseback Agreement include payments of all costs incurred by the Authority arising out of
or related to the Project and indemnification of the Authority by the Company for actions taken
by the Company and/or claims arising out of or related to the Project.
Section 5. The Chairman, Vice Chairman and/or the Executive Director/Chief
Executive Officer of the Authority are hereby further authorized, on behalf of the Authority, and
to the extent necessary, to execute and deliver any mortgage, assignment of leases and rents,
security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by
these resolutions or required by any lender identified by the Company (the “Lender”) up to a
maximum principal amount necessary to undertake the Project and/or finance/refinance
acquisition and Project costs, equipment and other personal property and related transactional
costs, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby
authorized to affix the seal of the Authority to the Authority Documents and to attest the same,
all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman
and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the
execution thereof by the Chairman, Vice Chairman or the Executive Director/Chief Executive
Officer of the Authority to constitute conclusive evidence of such approval; provided, in all
events, recourse against the Authority is limited to the Authority’s interest in the Project.
Section 6. The officers, employees and agents of the Authority are hereby authorized
and directed for and in the name and on behalf of the Authority to do all acts and things required
and to execute and deliver all such certificates, instruments and documents, to pay all such fees,
charges and expenses 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 resolutions and to cause compliance by the Authority with all of the terms,
covenants and provisions of the documents executed for and on behalf of the Authority.
Section 7. These Resolutions shall take effect immediately.
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SECRETARY'S CERTIFICATION
STATE OF NEW YORK )
COUNTY OF RENSSELAER )
I, ______________________, the undersigned, ____________________ of the Troy
Industrial Development Authority (the “Authority”), do hereby certify that I have compared the
foregoing extract of the minutes of the meeting of the members of the Authority, including the
Resolution contained therein, held on June 17, 2016, with the original thereof on file in my
office, and that the same is a true and correct copy of said original and of such Resolution set
forth therein and of the whole of said original so far as the same relates to the subject matters
therein referred to.
I FURTHER CERTIFY that (A) all members of the Authority had due notice of said
meeting; (B) said meeting was in all respects duly held; (C) pursuant to Article 7 of the Public
Officers Law (the “Open Meetings Law”), said meeting was open to the general public, and due
notice of the time and place of said meeting was duly given in accordance with such Open
Meetings Law; and (D) there was a quorum of the members of the Authority present throughout
said meeting.
I FURTHER CERTIFY that, as of the date hereof, the attached Resolution is in full force
and effect and has not been amended, repealed or rescinded.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Authority this ____ day of __________, 2016.
______________________________
(SEAL)
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EXHIBIT A
PUBLIC HEARING MATERIALS
Page 8 of 9
EXHIBIT B
SEQRA MATERIALS
Page 9 of 9
INITIAL PROJECT RESOLUTION
(25 Morrison Avenue Assoc., LLC Project)
A regular meeting of the Troy Industrial Development Authority (the “Authority”) was
convened on June 17, 2016 at 10:00 a.m., local time, at 433 River Street, 5th Floor, Troy, New
York 12180.
The meeting was called to order by the Vice Chairman and, upon roll being called, the
following members of the Authority were:
MEMBER PRESENT ABSENT
Kevin O’Bryan
Hon. Dean Bodnar
Hon. Robert Doherty
Steve Bouchey
Louis Anthony
Paul Carroll
Adam Hotaling
Susan Farrell
Tina Urzan
The following persons were ALSO PRESENT:
After the meeting had been duly called to order, the Chairman announced that among the
purposes of the meeting was to consider and take action on certain matters pertaining to a
proposed project for the benefit of 25 Morrison Avenue Assoc., LLC.
On motion duly made by _________ and seconded by __________, the following
resolution was placed before the members of the Troy Industrial Development Authority:
Member Aye Nay Abstain Absent
Kevin O’Bryan
Hon. Dean Bodnar
Hon. Robert Doherty
Steve Bouchey
Louis Anthony
Paul Carroll
Adam Hotaling
Susan Farrell
Tina Urzan
Page 1 of 5
Resolution No. ____
RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY
(THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF 25
MORRISON AVENUE ASSOC., LLC (THE “COMPANY”) IN CONNECTION
WITH A CERTAIN PROJECT (AS MORE FULLY DEFINED BELOW); (ii)
AUTHORIZING THE SCHEDULING, NOTICE AND CONDUCT OF A
PUBLIC HEARING WITH RESPECT TO THE PROJECT; AND (iii)
DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING
CONTEMPLATED BY THE AUTHORITY WITH RESPECT TO THE
PROJECT
WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New
York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended
(hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT
AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to
own, lease and sell property for the purpose of, among other things, acquiring, constructing and
equipping industrial, manufacturing and commercial facilities as authorized by the Act; and
WHEREAS, 25 MORRISON AVENUE ASSOC., LLC, for itself and/or on behalf of
an entity to be formed ( collectively, the “Company”), has requested the Authority’s assistance
with a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a
leasehold interest in approximately 2.74 acres of real property located at 25 Morrison Avenue,
Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 112.077-1-
10) and the existing site and infrastructure improvements located thereon being comprised of two
two-story apartment buildings containing 81 residential apartment units along with existing site
improvements (the “Existing Improvements”), (ii) the planning, design, engineering,
construction, reconstruction, renovation and operation of the Existing Improvements for
continued use as a commercial apartment complex, along with renovation of common area space,
exterior access and egress improvements, parking, curbage, site work and landscaping
improvements (collectively, the “Improvements”), and (iii) the acquisition and installation by the
Company in and around the Existing Improvements and Improvements of certain items of
equipment and other tangible personal property necessary and incidental in connection with the
Company’s development of the Project in and around the Land, Existing Improvements and
Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and
the Improvements, the “Facility”); and
WHEREAS, pursuant to the Act, the Authority desires to adopt a resolution describing
the Project and the Financial Assistance (as hereinafter defined) that the Authority is
contemplating with respect to the Project; and
WHEREAS, it is contemplated that the Authority will (i) accept the Application
submitted by the Company; (ii) approve the scheduling, notice and conduct of a Public Hearing
with respect to the Project; and (iii) approve the negotiation, but not the execution or delivery, of
certain documents in furtherance of the Project, as more fully described below.
Page 2 of 5
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY
INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS:
Section 1. The Company has presented an application in a form acceptable to the
Authority. Based upon the representations made by the Company to the Authority in the
Company’s application and in related correspondence, the Authority hereby finds and determines
that:
(A) By virtue of the Act, the Authority has been vested with all powers necessary and
convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all
powers granted to it under the Act; and
(B) The Authority has the authority to take the actions contemplated herein under the
Act; and
(C) The action to be taken by the Authority will induce the Company to develop the
Project, and otherwise furthering the purposes of the Authority as set forth in the Act; and
(D) The Project will not result in the removal of a commercial, industrial, or
manufacturing plant of the Company or any other proposed occupant of the Project from one
area of the State of New York (the “State”) to another area of the State or result in the
abandonment of one or more plants or facilities of the Company or any other proposed occupant
of the Project located within the State; and the Authority hereby finds that, based on the
Company’s application, to the extent occupants are relocating from one plant or facility to
another, the Project is reasonably necessary to discourage the Project occupants from removing
such other plant or facility to a location outside the State and/or is reasonably necessary to
preserve the competitive position of the Project occupants in their respective industries; and
Section 2. The proposed Financial Assistance being contemplated by the Authority
includes (i) a sales and use tax exemption for materials, supplies and rentals acquired or procured
in furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording
tax exemption(s) in connection with secured financings undertaken by the Company in
furtherance of the Project; and (iii) an abatement or exemption from real property taxes levied
against the Land and Facility pursuant to a PILOT Agreement to be negotiated.
Section 3. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive
Officer of the Authority are hereby authorized, on behalf of the Authority, to schedule, notice
and conduct a public hearing in compliance with the Act and negotiate (but not execute or
deliver) the terms of (A) a Lease Agreement, pursuant to which the Company leases the Project
to the Authority (or, a Deed of conveyance to the Authority whereby the Authority will acquire
fee title to the Land and Project), (B) a related Leaseback Agreement, pursuant to which the
Authority leases its interest in the Project back to the Company, (C) a PILOT Agreement,
pursuant to which the Company agrees to make certain payments in-lieu-of real property taxes,
and (D) related documents thereto; provided (i) the rental payments under the Leaseback
Agreement include payments of all costs incurred by the Authority arising out of or related to the
Page 3 of 5
Project and indemnification of the Authority by the Company for actions taken by the Company
and/or claims arising out of or related to the Project and (ii) the terms of the PILOT Agreement
are consistent with the Authority’s Uniform Tax Exemption Policy or the procedures for
deviation have been complied with.
Section 4. The officers, employees and agents of the Authority are hereby authorized
and directed for and in the name and on behalf of the Authority to do all acts and things required
and to execute and deliver all such certificates, instruments and documents, to pay all such fees,
charges and expenses 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 resolutions and to cause compliance by the Authority with all of the terms,
covenants and provisions of the documents executed for and on behalf of the Authority.
Section 5. These Resolutions shall take effect immediately.
Page 4 of 5
SECRETARY'S CERTIFICATION
STATE OF NEW YORK )
COUNTY OF RENSSELAER )
I, ______________________, the undersigned, ____________________ of the Troy
Industrial Development Authority (the “Authority”), do hereby certify that I have compared the
foregoing extract of the minutes of the meeting of the members of the Authority, including the
Resolution contained therein, held on June 17, 2016, with the original thereof on file in my
office, and that the same is a true and correct copy of said original and of such Resolution set
forth therein and of the whole of said original so far as the same relates to the subject matters
therein referred to.
I FURTHER CERTIFY that (A) all members of the Authority had due notice of said
meeting; (B) said meeting was in all respects duly held; (C) pursuant to Article 7 of the Public
Officers Law (the “Open Meetings Law”), said meeting was open to the general public, and due
notice of the time and place of said meeting was duly given in accordance with such Open
Meetings Law; and (D) there was a quorum of the members of the Authority present throughout
said meeting.
I FURTHER CERTIFY that, as of the date hereof, the attached Resolution is in full force
and effect and has not been amended, repealed or rescinded.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Authority this ____ day of __________, 2016.
______________________________
(SEAL)
Page 5 of 5
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