Troy Industrial Development Authority

Chairman Troy Kevin O’Bryan Industrial Development Authority Vice-Chair Brian Carroll BOARD OF DIRECTORS MEETING Executive Director October 27, 2017 10:00 a.m. Steven Strichman Planning Department Conference Board Members Room Hon. Dean Bodnar Mr. Paul Carroll Hon. Robert Doherty AGENDA Louis Anthony Tina Urzan Adam Hotaling Susan Farrell I. Approval of Minutes from the September 15, 2017 board meeting. II. First Columbia 433 River Street, LLC – Authorizing Resolution – job number correction III. Five One Five River Street, LLC – Authorizing Resolution – amended project description IV. 669 River Street, LLC – Application and Initial Project Resolution V. Beacon Communities Development MLK Revitalization project – Phase II. VI. Ratifying Administration Fee Policy – Authorizing Resolution VII. City Staffing Agreement 2017 and 2018 VIII. Budget IX. Executive Director Report X. Financials XI. Old Business XII. New Business XIII. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  Troy Industrial Development Authority September 15, 2017 10:00 AM Meeting Minutes Present: Kevin O’Bryan, Steve Strichman, Paul Carroll, Susan Farrell, Hon. Dean Bodnar and Lou Anthony Absent: Tina Urzan, Brian Carroll and Hon. Robert Doherty Also in attendance: Justin Miller, Deanna DalPos, James Lozano, Mary Ellen Flores and Denee Zeigler. The Chairman called the meeting to order at 10:00 a.m. I. Minutes The board reviewed the minutes from the July 21, 2017 board meeting. Paul Carroll made a motion to approve the July 21, 2017 meeting minutes. Lou Anthony seconded the motion, motion carried. II. Staffing Agreement between the IDA and the City Mr. Strichman advised we will discuss the staffing agreement at next month’s meeting. The board asked what the amount was last year. Mr. Strichman advised $100,000. III. Fee Sharing service between LDC and IDA Mr. Strichman noted that this item will also be discussed next month as the details need to be worked out and a policy can be set up. The board had a general discussion about the agreement and noted that it will not apply to every project. IV. Auditor RFP Mr. Strichman noted that we will be re-issuing the RFP for auditor services. He added that last year we sent a request out for the current year only due to the BST acquiring CFO for Hire. The request that will be sent out will be for a three year contract. V. Executive Directors report 701 River Street - Mr. Strichman advised that the project is progressing. He added that they are working to acquire some properties surrounding the building. The board asked if the PILOT agreement has closed. Mr. Miller advised the project has been fully approved and the closing will be set up once the construction financing is in place. Bow Tie Cinemas – Mr. Strichman advised that this project is currently being reviewed. 1  Salt Pile – Mr. Strichman advised that he was approached about assisting with a grant to relocate the salt pile. He advised that there will be more details on this going forward. 433 River Street – Mr. Strichman advised that we will be meeting with First Columbia regarding the job numbers that were submitted with the approved PILOT. Mr. Miller explained that the extension of their previous PILOT included stipulation if they went below the full time employee number. He added that there may be some other changes that will be needed. Mr. Strichman advised that there will be more discussed next month 515 River Street - Mr. Strichman advised that the project located at 515 River Street is underway. Mr. Miller advised that the PILOT for that project has not closed, but the sales tax emption portion has. Project Pipeline - Mr. Strichman advised that there are three potential projects coming up; DeFazio’s in Little Italy, Bow Tie Cinemas and 669 River Street. VI. Financials Ms. Flores advised that the balance sheet shows no significant changes. She advised there is a difference in the receivable number due to PILOT payments being received. She added that those funds will be passed on to the City. Ms. Flores advised a loss for the month in the amount of $4,400; due to IDA paying school taxes for the Mlock parcel. Paul Carroll made a motion to accept the financials as presented. Hon. Dean Bodnar seconded the motion, motion carried. Adjournment to CRC portion of the meeting at 10:10 a.m. Lou Anthony made a motion to adjourn to the IDA portion of the meeting to convene as the CRC. Paul Carroll seconded the motion, motion carried. Hon. Dean Bodnar made a motion to re-convene the IDA portion of the meeting at 10:15 a.m. VII. Old Business No new business to discuss. VIII. New Business Mr. Strichman advised that next meeting we will have a discussion on the budget. IX. Adjournment With no other items to discuss, the IDA portion of the meeting was adjourned at 10:20 a.m. The chairman noted that the next meeting date may be moved to October 27th. Lou Anthony made a motion to adjourn the IDA meeting. Paul Carroll seconded the motion, motion carried. 2  AUTHORIZING RESOLUTION (First Columbia 433 River Street, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on October 27, 2017, 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 Brian Carroll 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 First Columbia 433 River Street, 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 Brian Carroll Louis Anthony Paul Carroll Adam Hotaling Susan Farrell Tina Urzan  Resolution No. ____ RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) RELATING TO A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT OF FIRST COLUMBIA 433 RIVER STREET, LLC (THE “COMPANY”) 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, reference is made to a certain resolution adopted by the Authority on September 23, 2016 (the “Project Authorizing Resolution”) authorizing the undertaking of a certain Project (the “Project”, as defined within the Project Authorizing Resolution) for the benefit of FIRST COLUMBIA 433 RIVER STREET, LLC (the “Company”), pursuant to which the Authority and Company entered into various documents and agreements (collectively, the “Closing Documents”), including, but not limited to: (i) a certain Agent and Financial Assistance and Project Agreement, dated as of October 27, 2016 (the “Agent Agreement”), (ii) a certain Leaseback Agreement, dated as of October 27, 2016 (the “Leaseback Agreement”), and (iii) a certain Amended and Restated Payment in Lieu of Tax Agreement, dated as of October 27, 2016 (the “PILOT Agreement”); and WHEREAS, the Company has advised the Authority that the original Application for Financial Assistance and underlying job reports relating to the Project contained some reporting errors and the Authority and Company desire to amend the Closing Documents to correct the “Job Retention” (as defined within the Closing Documents) from 1,025 to 930. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The definition of “Project” as contained within the Project Authorizing Resolution and Closing Documents are hereby amended to read as follows: FIRST COLUMBIA 433 RIVER STREET, 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 retention by the Authority of a leasehold interest in an approximately 3.7 acre parcel of land located at 433 River Street in the City of Troy, New York (the “Land”, being comprised of TMID Nos 101.29-1-1./1 and 101.30-6-3) and the improvements located thereon consisting of five (5) existing buildings containing on the aggregate approximately 335,000 square feet and a surface parking lot with a capacity for approximately 300 vehicles, along with other site and infrastructure improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, on the Land and Existing Improvements of up to 20,000 square feet of additional commercial space on the 9th floor of the Existing Improvements (collectively, the “Improvements”) for continued operation of the Existing Improvements and Improvements as a commercial facility leased to tenants of the Company that will directly and indirectly retain at least 930 full time jobs (the “Job Retention”), (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 (iv) the leasing of the Facility back to the Company a new “Straight-lease transaction”, as defined within Section 1951(12) of the Act, whereby the Authority and Company will enter into a Lease Agreement, Leaseback Agreement and related Payment in Lieu of Tax Agreement (“PILOT Agreement”) to be negotiated (collectively, the “Restructuring”); and Section 2. The Authority hereby authorizes the execution and delivery of an Omnibus Amendment Agreement to amend the Closing Documents for the exclusive purposes of: (i) correcting the Job Retention, as set forth above; and (ii) redefining “Materiality” in the Closing Documents with respect to any negative deviation to be 95 full time jobs. All other provisions contained within the Project Authorizing Resolution and Closing Documents shall remain in full force and effect. Section 3. 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 4. These Resolutions shall take effect immediately.  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 October 27, 2017, 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 __________, 2017. ______________________________ (SEAL)  FIRST COLUMBIA INNOVATIVE BUILDING & DEVELOPMENT Steven Strichman City of Troy 433 River Street Troy, NY 12180 October 20, 2017 Dear Mr. Strichman, Attached please the 2015 &2016 IDA reporting for 433 River Street. The 433 River Street IDA application was erroneously completed listing a total FTE count of 1025 which represented the total number of all employees (full and part time) as reported at this location. The application requires the FTE count. Additionally, the reported employee count was over stated in 2015 by an employee count error subsequently reported and corrected by the tenant, the City of Troy. First Columbia is requesting a correction to this FTE figure to 930. If you have any questions please feel free to give me a call at 518-213-1000. Sincerely, SMiita Laiacona 'iManju Controller cc: Eugene M. Sneeringer, Jr., Esq. Justin S. Miller 22 Century Hill Drive . Latham . NY 12110 (518) 213.1000 . www.firstcolumbia.com  AUTHORIZING RESOLUTION (Five One Five River St., LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on October 27, 2017, 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 Brian Carroll 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 Five One Five River St., 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 Brian Carroll Louis Anthony Paul Carroll Adam Hotaling Susan Farrell Tina Urzan  Resolution No. ____ RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) RELATING TO A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT OF FIVE ONE FIVE RIVER ST., LLC (THE “COMPANY”) 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, by resolution adopted by the Authority on September 23, 2016 (the “Project Authorizing Resolution”), the Authority authorized the undertaking of a certain Project (the “Project”) for the benefit of FIVE ONE FIVE RIVER ST., LLC, for itself and/or on behalf of an entity to be formed ( collectively, the “Company”), consisting of (i) the acquisition by the Authority of a leasehold interest in approximately 1.52 acres of real property located at 515 River Street, 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 and in accordance with the Project Authorizing Resolution, the Authority and Company entered into a certain Agency and Financial Assistance and Project Agreement, dated as of September 1, 2017 (the “Agent Agreement”), wherein the Authority formally appointed the Company as agent to undertake the Project; and WHEREAS, the Company has advised the Authority that the Site Plan approval process and authorizations by the Planning Commission of the City of Troy has resulted in some technical adjustments and corrections to the Project which the Authority and Company desire to formally approve and memorialize, including (i) clarification of total project acreage with a merged parcel, (ii) clarification of total building square footage, (iii) clarification of total hotel room number, and (iv) elimination of restaurant components. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS:  Section 1. The definition of “Project” as contained within the Project Authorizing Resolution and Agent Agreement are hereby amended to read as follows: 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 2.25 acres of real property located at 515 River Street, 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 80,000 square foot hotel building containing 132 rooms and related common 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 Section 2. All other provisions contained within the Project Authorizing Resolution and Agent Agreement shall remain in full force and effect. Section 3. 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 4. These Resolutions shall take effect immediately.  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 October 27, 2017, 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 __________, 2017. ______________________________ (SEAL)  INITIAL PROJECT RESOLUTION (669 River Street LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on October 27, 2017 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 Aye Nay Abstain Absent Kevin O’Bryan Brian Carroll Hon. Dean Bodnar Hon. Robert Doherty 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 669 River Street 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 Brian Carroll Hon. Dean Bodnar Hon. Robert Doherty 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 669 RIVER STREET 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, 669 RIVER STREET 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 .49 acres of real property located at 669 River Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 90.78-3-2.1) and the existing building structure located thereon consisting principally of an approximately 40,000 square foot four story building and related site improvements (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, rehabilitation and improvement of the Land and Existing Improvements into a mixed use, multi-tenanted retail, commercial and apartment rental building, including exterior access and egress improvements, mechanical, roof, window, utility and HVAC improvements, and parking, curbage, signage and related exterior improvements (collectively, the “Improvements”), (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 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 (iv) the lease of the Facility to the Company 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) an Agent and Financial Assistance and Project Agreement (the “Agent Agreement”), (B) 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), (C) a related Leaseback Agreement, pursuant to which the Authority leases its interest in the Project back to the Company, (D) a PILOT Agreement, pursuant to which the Company agrees to make certain payments in-lieu-of real property taxes, and (E) related documents thereto; provided (i) the rental payments under the Leaseback Agreement Page 3 of 5 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  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 October 27, 2017, 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 __________, 2017. ______________________________ (SEAL) Page 5 of 5  AUTHORIZING RESOLUTION (Ratifying Administrative Fee Policy) A regular meeting of the Troy Industrial Development Authority was convened on October 27, at 10:00 a.m. at 433 River Street, Troy, New York 12180 The meeting was called to order by the Chairman, with the following members being: PRESENT: ABSENT: THE FOLLOWING PERSONS WERE ALSO PRESENT: On motion duly made and seconded, the following resolution was placed before the members of the Troy Industrial Development Authority: Resolution No. 2017 - RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY RATIFYING ADMINISTRATIVE FEE POLICY AND PROCEDURES 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 “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, pursuant to Chapter 563 of the Laws of 2015, the Authority approved by resolution dated May 20, 2016 the following administrative policies and forms: (i) an updated Application for Financial Assistance (the “Application”); (ii) an updated Project Recapture and Termination Policy; (iii) a Uniform Project Evaluation Policy; and (iv) a standard form of Agent and Financial Assistance and Project Agreement; and WHEREAS, the Authority desires to ratify the Administrative Fee Schedule contained within the Application and also authorize certain fee sharing with the Troy Local Development Corporation (“TLDC”). NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Authority hereby ratifies the Administrative Fee Schedule contained within the Application, and as set forth within Exhibit A, hereto. Page 1  Section 2. The Authority hereby recognizes and acknowledges the role of TLDC as a charitable, not-for-profit local development corporation and supporting organization for both the Authority and the City of Troy, New York. In furtherance of same, TLDC undertakes certain real estate development projects and initiatives that generate new projects for the Authority. In recognition of TLDC’s mission and projects that support the Authority’s mission, the Authority hereby approves the assignment of administrative fee income for projects that are generated and led by TLDC activities. The foregoing shall include projects associated with the former King Fuels site, 444 River Street, and any other projects that the Authority may identify from time to time. In furtherance of the foregoing, the Authority hereby authorizes the execution and delivery of the Administrative Fee Sharing Agreement attached hereto as Exhibit B. Section 3. The members, 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 3. These Resolutions shall take effect immediately upon adoption. The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows: Member Aye Nay Abstain Absent Kevin O’Bryan Brian Carroll Hon. Dean Bodnar Hon. Robert Doherty Louis Anthony Paul Carroll Adam Hotaling Susan Farrell Tina Urzan The Resolutions were thereupon duly adopted. Page 2  EXHIBIT A AUTHORITY ADMINISTRATIVE FEE SCHEDULE Troy Industrial Development Authority (TIDA) 433 River Street, Suite 5001, Troy New York 12180 AUTHORITY ADMINISTRATIVE FEE SCHEDULE Taxable and Tax Exempt Industrial Development Revenue Bonds Application Fee: A non-refundable fee of $2,500.00 and a $500.00 processing fee are payable to the TIDA at the time the application is submitted. The $2,500.00 fee will be credited towards the total fee at closing. Fee: First $10,000,000: .75% of the principal amount of the bond series. Over $10,000,000: .5% of the bond series Annual (post-closing) administrative fee of $1,500.00 Straight Lease Transactions (including PILOT Agreement) Application Fee: A non-refundable fee of $2,500.00 and a $500.00 processing fee are payable to the TIDA at the time the application is submitted. The $2500.00 fee will be credited towards the total fee at closing. Fee: .75% of total Project Cost Annual administrative fee of $500.00 Sales Tax and/or Mortgage Recording Tax only Transactions (No PILOT Agreement) Application Fee: A non-refundable fee of $2,500.00 and a $500.00 processing fee are payable to the TIDA at the time the application is submitted. The $2500.00 fee will be credited towards the total fee at closing. Fee: Minimum $4,500.00 or 10% estimated exemption amount, whichever is greater Annual administrative fee of $500.00 Page 3  EXHIBIT B Form of Administrative Fee Sharing Agreement Page 4  ADMINISTRATIVE FUNDING AGREEMENT THIS ADMINISTRATIVE FUNDING AGREEMENT (hereinafter the “Agreement”), dated as of the day of October, 2017, by and between TROY INDUSTRIAL DEVELOPMENT AUTHORITY, a public benefit corporation of the State of New York, having its offices at 433 River Street, 5th Floor, Troy, New York 12180 (the “Authority”), and the CITY OF TROY, NEW YORK, a municipal corporation having offices at 433 River Street, 5th Floor, Troy, New York 12180 (the “City”). WITNESSETH: WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New York (the “State”), as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), 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, pursuant to Section 1953(6), and with the consent of the City, the Authority is empowered to use agents, employees and facilities of the City and pay to the City an agreed proportion of the compensation or costs associated therewith; and WHEREAS, the Authority and the City desire to memorialize the City’s consent to (i) the Authority’s appointment of certain City Employees (the “City Employees”, as defined herein) to serve as Staff to the Authority; and (ii) the Authority’s use of certain facilities and equipment within City-owned facilities; and WHEREAS, in furtherance of the foregoing, the Authority and City further desire to memorialize the amount of reimbursement to be paid by the Authority to the City for the year 2017 (herein, the “Administrative Funds”). NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter contained, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby formally covenant, agree and bind themselves as follows. ARTICLE I CITY EMPLOYEE CONSENT; LICENSE FOR FACILITIES Section 1.1. City Authorization to utilize City Employees. The City hereby authorizes the Authority to appoint and utilize those certain City Employees as set forth within Exhibit A, hereto. Section 1.2 License to Utilize City Facilities. In exchange for the Annual Reimbursement Fee, as defined herein, the City, as licensor, hereby authorizes and grants to the Authority, as licensee, an exclusive, revocable license (the “License”) to enter the City Hall and occupy and utilize certain space office located therein and as more particularly described below. The License herein granted shall also include the Authority’s periodic use of meeting rooms located within City Hall to conduct periodic meetings of the Authority. The Authority shall have shared access to and rights to utilize Planning and Comptroller’s office space within City Hall, including use of equipment and amenities located therein, including furniture, computers, telephone equipment and general office equipment and supplies. Authorized board members, staff and representatives of the Authority shall have unrestricted access rights and use of the Premises and shall coordinate all activities and operations therein in a cooperative fashion with the City Planning Department and Comptroller’s Office and maintain respective confidentiality of City and Authority documents and information. Authorized board members, staff and representatives of the Authority utilizing equipment and amenities of the City shall comply with and be subject to all applicable City policies relating thereto. The City shall provide the Authority with keys to City Hall and Premises that shall be restricted to the Authority’s authorized representatives. Section 1.3 License Indemnity. The Authority, as Licensee, does hereby protect, defend, indemnify and hold harmless the City, as Licensor, against any and all claims, costs, judgments, liens, or actions, including reasonable attorney’s fees and costs of defense, for damage to property or injury to persons suffered on, or resulting or arising from the Authority’s activities within City Hall and the Premises, including any activities, actions, malfeasance or omissions of the Authority or any officer, employee, director, agent or contractor of the Authority. The provisions of this paragraph shall survive termination of this Agreement. The Authority further hereby protect, defend, indemnify and hold harmless the City, as Licensor, against any and all claims, costs, judgments, liens, or actions, including reasonable attorney’s fees and costs of defense, for claims, judgments, actions and any related liens associated with the Authority’s business activities as same may affect the City’s or title to City Hall, including, but not limited to any action or dispute that may give rise to a lien against same. ARTICLE II PAYMENT OF ADMINISTRATIVE FUNDS Section 2.1 Payment of Administrative Funds In exchange for the Authority’s appointment and of the City Employees to serve as Staff to the Authority; and (ii) the Authority’s use of certain facilities and equipment within City- owned facilities in accordance with the License granted herein, the Authority shall pay the City the amount of ONE HUNDRED THOUSAND DOLLARS ($100,000.00). Such Administrative Funds shall be payable by the Authority to the City no later than December 31, 2017. ARTICLE III MISCELLANEOUS Section 3.1. Notices. All notices and other communications hereunder shall be in writing and shall be sufficiently given and shall be deemed given when delivered and, if delivered by mail, shall be sent by certified mail, postage prepaid, addressed as follows: To the Authority: Troy Industrial Development Authority 433 River Street, 5th Floor Troy, New York 12180 Attn: Chief Executive Officer To the City: City of Troy 433 River Street, 5th Floor Troy, New York 12180 Attn: Mayor or at such other address as any party may from time to time furnish to the other party by notice given in accordance with the provisions of this Section. All notices shall be deemed given when mailed or personally delivered in the manner provided in this Section. Section 3.2. Binding Effect; No Assignment. This Agreement shall inure to the benefit of and shall be binding upon the Authority and the City, and may not be assigned in any fashion. Section 3.3. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 3.4. Amendments, Changes and Modifications. This Agreement may not be amended, changed, modified, altered or terminated without the concurring written consent of the parties hereto. Section 3.5. Execution of Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]  [Signature Page to Administrative Funding Agreement] IN WITNESS WHEREOF, the Authority and the City have caused this Agreement to be executed in their respective names, all as of the date first above written. TROY INDUSTRIAL DEVELOPMENT AUTHORITY By: Name: Steven Strichman Title: Executive Director CITY OF TROY, NEW YORK By:_________________________________ Name: Hon. Wm. Patrick Madden Title: Mayor STATE OF NEW YORK ) COUNTY OF RENSSELAER ) ss: I, the undersigned Secretary of the Troy Industrial Development Authority, DO HEREBY CERTIFY: That I have compared the foregoing extract of the minutes of the meeting of the Troy Industrial Development Authority (the “Authority”) including the resolution contained therein, held on October 27, 2017, with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Authority and of such resolution set forth therein and of the whole of said original insofar as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that all members of said Authority had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with Article 7. I FURTHER CERTIFY that 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 modified. IN WITNESS WHEREOF, I have hereunto set my hand and seal of said Authority this __ day of ______________, 2017. Secretary [SEAL] Page 5 Troy Industrial Development Authority 2018 Budget 2016 2017 2017 2018 2019 2020 2021 2022 Last Year E.O.Y. Budget Proposed Proposed Proposed Proposed Proposed Notes (Actual) Estimate Jan 1 Cash on Hand $ 872,729 $ 872,729 $ 591,248 $ 671,748 $ 752,248 $ 832,748 913248 REVENUE & FINANCIAL SOURCES Operating Revenues Charges for services 626,522 200,000 381,000 1 350,000 350,000 350,000 350,000 350,000 Rentals & Financing Income - - - - - - - - Other Operating Revenues - - - - - - - - Nonoperating Revenues Investment earnings - 5,426 519 500 500 500 500 500 State subsidies / grants - - - - - - - - Federal subsidies / grants - - - - - - - - Municipal subsidies / grants - - - - - - - - Public authority subsidies - - - - - - - - Other Non-Operating Revenues - 10,000 - - - - - - Proceeds from the issuance of debt Total Revenues & Financing Sources 626,522 215,426 381,519 350,500 350,500 350,500 350,500 350,500 EXPENDITURES Operating Expenditures Salaries and Wages Other Employee Benefits Professional Service Contracts 145,805 125,000 269,000 2 269,000 269,000 269,000 269,000 269,000 Supplies and Materials - 1,000 1,000 1,000 1,000 1,000 1,000 Other Operating Expenditures 4,054 4,219 - - - - - - Nonoperating Expenditures Payment of prinicpal on bonds and financing arrangements - - - - - - - - Interest and other financing charges - - - - - - - - Subsidies to other public authorities - - - - - - - - Capital asset outlay - - 393,000 3 - - - - - Grants and Donations - - - - - - - - Other Non-Operating Expenditures - - - - - - - Total Expenditures 149,859 129,219 663,000 270,000 270,000 270,000 270,000 270,000 Capital Contributions Excess (deficiency) of revenues and capital contributions over expenditures 476,663 86,207 (281,481) 80,500 80,500 80,500 80,500 80,500 1 433 & 444 River, 200 Broadway, MLK, $ 591,248 $ 671,748 $ 752,248 $ 832,748 $ 913,248 $ 993,748 2 Audit, Accounting, Legal, City Staff 3 Mlock Parcel purchase less 701 payment Still need to review revenue, and rent for mlock, sale, and city