Troy Industrial Development Authority

Troy Industrial Development Authority July 8, 2016 10:00 AM Meeting Minutes Present: Kevin O’Bryan, Monica Kurzejeski, Hon. Robert Doherty, Susan Farrell, Hon. Dean Bodnar, Adam Hotaling and Lou Anthony Absent: Tina Urzan, Paul Carroll and Steve Bouchey Also in attendance: Mary Ellen Flores, Deanne DalPos, Jeff Buell, Steve Strichman, Cheryl Kennedy, Kevin Bette, Louis Arnos, Nathaniel Bette, Justin Miller and Denee Zeigler The Chairman called the meeting to order at 10:00 a.m. I. 25 Morrison Avenue Assoc., LLC - Public Hearing was opened at 10:00 a.m. (See attached Public Hearing Agenda) II. 25 Morrison Avenue Assoc., LLC – Project Authorizing Resolution The Chairman advised that this is the final approval for this project. Mr. Doherty asked about the surrounding neighbor’s traffic concerns and progress of the project to date. Mr. Buell advised that they have not held any public meetings on this project. This property was bought as an existing use and we will be working to make improvements. Not many of the tenants have vehicles, so there should be minimal impact on the traffic. Mr. Doherty suggested that they reach out to Councilman John Donohue for discussion on the project. Mr. Doherty asked if any FTE’s will be created. Mr. Buell advised there will be 2 FTE’s created and he is confident that goal can be met. (See attached Resolution 07/16 #1) Hon. Dean Bodnar made a motion to approve the project authorizing resolution for 25 Morrison Ave, LLC. Lou Anthony seconded the motion, motion carried. III. Minutes The board reviewed the minutes from the June 17, 2016 board meeting. The board advised of two corrections needed. Tina Urzan made a motion to approve the corrected June 17, 2016 meeting minutes. Hon. Dean Bodnar seconded the motion, motion carried. IV. 515 River Street, LLC – Initial Project Resolution Kevin Bette introduced Louis Arnos and Nathaniel Bette to the board members and advised they are his team on this project. Mr. Bette explained that 515 River Street is part of their overall district design. He advised that we have some 1  great businesses surrounding this site which conduct a lot of trainings and do global business that bring a lot of people here. The presence of a hotel will help to accelerate this part of their business. He advised that they are considering expanding the Hedley building to allow for a conference room/restaurant/banquet space on the top floor that will complement the adjacent hotel. He advised that they have secured a Marriott Courtyard franchise. Mr. Bette explained that he would like to keep the business on this side of the river for the local businesses and during events. He feels the demand is here given our proximity to the highway. He advised that he is working to customize the common space to reflect on our waterfront heritage. Mr. Doherty spoke about Urban Strategies discussion about handling expansion on the waterfront the “right way” and asked if there was any inclusion in the plan for a river walk. Mr. Bette advised that he will be talking to our Engineering Department about the upcoming seawall repairs, especially where Hutton Street meets the river. Ms. Kurzejeski noted that we have funding in place to create a new plan to expand the park along the river up to Hoosick Street. She advised that it may not be built and in place when the hotel goes up, but it will be in the future plans. Mr. Bette advised that their step one in the plan is to get the hotel up in order to compliment the businesses located in the Hedley building and surrounding areas. He advised their next steps would be to continue working on the other projects, such as the parking garage. He noted that the strategy becomes timing the projects. Ms. Kurzejeski advised that the bulkhead at the end of Hutton Street is included in the repair plan. Mr. Doherty advised that if the river walk and parking area are addressed correctly, it could be really successful. He noted Wilmington, North Carolina as an example. Mr. Bodnar asked about the seawall plan. The board had a general discussion about the seawall plan and some of the repairs that are needed along the way. The chairman complimented Mr. Bette’s visionary plan and his willingness to present his project piece by piece. Mr. Bette stressed that his main goal is to get jobs here and now it’s time to add services. He noted that the proposed PILOT is pretty competitive. Mr. Bodnar asked about the parking garage. Mr. Bette advised that he would like to build it first, but is taking this route to solidify the job growth and create more demand for it. Mr. Miller spoke about the timing of the project. Mr. Better advised the previous version was approved and he hopes to be under construction in the fall. Mr. Miller advised that we will discuss the timing so that it follows SEQR approval by the planning commission. Mr. Bette advised that are no major changes from the original SEQR approval; just the proposed brand and the focus of business cliental. Mr. Doherty added that the parking issue needs to be addressed and resolved before it becomes a problem. (See attached Resolution 07/16 #2) Hon. Bob Doherty made a motion to approve the initial project resolution for 515 River Street, LLC. Hon. Dean Bodnar seconded the motion, motion carried. V. PARIS report Mr. Doherty discussed the FTE issue and wanted to note that the way the information was presented was hard to follow. He advised that he was able to look closely at the total FTE’s expected and created and determined that the success rate at this point in time is about 64.5%. He advised that as board members, we need to try and improve on that number whether it be in the 2  initial phases of approving the project or the follow up reporting. Adam Hotaling noted that some of the older projects may have overestimated on their original application. He suggested that we scrutinize the incoming applications and hopefully they will be more realistic with their estimates. Ms. Kurzejeski advised that the new application will make it clearer to collect the information from and to do the follow up reporting. Mr. Miller advised that we also have the ability to hold the applicants more accountable if they do not meet their goals. The chairman advised that the concerns Mr. Doherty noted are legitimate, we do have to be more diligent on the front end. Some of the projects were ambitious and hoped to create a large amount of jobs, but the benefit of the project ended up being valuable even if the job numbers were not met. We have been getting better at setting those numbers and creating a cost benefit analysis. The hotel project is a job generator. Mr. Bodnar advised that this has been a great discussion on a topic that he has had issues with in the past. He advised that 515 River Street is a great project for the city. Mr. Bodnar advised that the residential/apartment deals have great benefits for the City, however would like us to move away from those types of projects. The chairman agreed that we have had some projects with great benefits for the community, but a low job creation. We can make it more competitive. He suggested projects with a minimum number for job creation projects. Mr. Bodnar agreed that our collective thinking process appears to be changing for the good. Mr. Hotaling noted that homeowners sometimes get upset when they can’t get PILOTs and he find himself explaining to them that that they do benefit from these tax benefits in other ways. He advised that with the tax cap, that revenue is dispersed to all of the homeowners; we all share that additional revenue. Mr. Miller advised that some projects only need Sales Tax and Mortgage recording taxes; which was a huge benefit to them. Mr. Miller advised for some of the residential projects we could offer a benefit package, but have them be responsible for full taxes. Susan Farrell noted that there seems to be some of a saturation issue with the residential projects. Ms. Kurzejeski advised that projects like the Hudson Art House and Tapestry on the Hudson are income driven and need to go through and extensive process to see if there is a demand for their type of apartments. She added that downtown is becoming too expensive for a lot of people and other alternatives will be necessary. Ms. Kurzejeski noted that the comprehensive plan will have an extensive plan for housing. Mr. Doherty wanted to note the sale of in rem properties at the last City Council meeting. He advised that two applicants wanted the same property and would have bid higher. He suggested that instead of settling, if two people were interested they could bid it out. He advised that at one time, there were not bidders and now we have multiple viable bidders. It could be a great source of additional income for the City. Adam Hotaling made a motion to approve the PARIS report as presented. Hon. Dean Bodnar seconded the motion, motion carried. VI. Financials 3  Mary Ellen Flores went through the balance sheet with the board members. She advised that total assets are $528,000 of which $525,000 is in cash. Ms. Flores advised that the profit & loss report shows $65,000 incoming. The majority came from administrative costs associated with the 548 Campbell Ave project. No other items to note. Lou Anthony made a motion to approve the financials as presented. Susan Farrell seconded the motion, motion carried. VII. Adjournment With no additional business to discuss, the IDA portion of the meeting was adjourned at 10:57 a.m. The next meeting will be August 19, 2016. Hon. Dean Bodnar made a motion to adjourn the IDA meeting. Lou Anthony seconded the motion, motion carried. 4  PUBLIC HEARING AGENDA TROY INDUSTRIAL DEVELOPMENT AUTHORITY 25 Morrison Avenue Assoc., LLC JULY 8, 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 25 Morrison Avenue Assoc., LLC Project held on Friday July 8, 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 Lou Anthony, Board Member Adam Hotaling, Board Member Hon. Dean Bodnar, Board Member Susan Farrell, Board Member Hon. Bob Doherty, Board Member Justin Miller Esq., IDA Counsel Steven Strichman, Planning Commissioner Cheryl Kennedy, Economic Development Coordinator Mary Ellen Flores, CFO for Hire Jeff Buell, Sequence Development Kevin Bette, First Columbia Louis Arnos, First Columbia Nathaniel Bette, First Columbia Deanna DalPos, NIA Platform II. CALL TO ORDER: (Time: 10:00 a.m.). Kevin O’Bryan 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 25 Morrison Avenue Assoc., 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 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”). 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 Fifteen (15) years. IV. AGENCY COST-BENEFIT ANALYSIS: The Company Application for Financial Assistance indicates a total project cost of approximately $3,605,000. 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 = $ 21,250.00 Sales and Use Tax Exemptions = $ 32,000.00 Estimated PILOT Savings = $618,220.27 Total estimated Financial Assistance = $ 671,470.27 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 10:10 a.m.  PROJECT AUTHORIZING RESOLUTION (25 Morrison Avenue Assoc., LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on July 8, 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, Justin Miller, Steven Strichman, Mary Ellen Flores, Jeff Buell, Deanna DalPos, Cheryl Kennedy, Kevin Bette, Louis Arnos, Nathaniel Bette 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, for itself or an entity to be formed. On motion duly made by Susan Farrell and seconded by Hon. Bob Doherty, 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 Adam Hotaling X Susan Farrell X Tina Urzan X Page 1 of 10  Resolution No. 07/16 #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 25 MORRISON AVENUE ASSOC., LLC (THE “COMPANY”); (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, 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, by resolution adopted June 17, 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 Page 2 of 10  WHEREAS, pursuant to the Initial Project Resolution, the Authority duly scheduled, noticed and conducted the Public Hearing at 10:00 a.m. on July 8, 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 Page 3 of 10  (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 10 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 $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 $32,000.00. 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 10 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 10 Page 7 of 10  EXHIBIT A PUBLIC HEARING MATERIALS Page 9 of 10  EXHIBIT B SEQRA MATERIALS Page 10 of 10  INITIAL PROJECT RESOLUTION (Five One Five River St., LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on July 8, 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, Justin Miller, Steven Strichman, Mary Ellen Flores, Jeff Buell, Deanna DalPos, Cheryl Kennedy, Kevin Bette, Louis Arnos, Nathaniel Bette 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 Five One Five River St., LLC. On motion duly made by Hon. Bob Doherty and seconded by Hon. 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 5  Resolution No. 07/16 #2 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF FIVE ONE FIVE RIVER ST., 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, FIVE ONE FIVE RIVER ST., 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 1.52 acres of real property located at 515 River Steet, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 101.30-6-2) and the existing parking, site and infrastructure improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, on the Land and Existing Improvements of a 5-story, approximately 75,000 square foot hotel building containing 124 rooms, restaurant and amenity spaces, along with 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 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 Page 3 of 5 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