Troy Industrial Development Authority

Chairman Board Members Kevin O’Bryan Paul Carroll Louis Anthony Vice‐Chair Tina Urzan Brian Carroll Susan Farrell ExecutiveI.Director Anasha Cummings Steven Strichman Mark McGrath BOARD OF DIRECTORS MEETING March 9, 2018 9:30 a.m. Planning Department Conference Room AGENDA I. Approval of Minutes from the January 19, 2018 and February 23, 2018 board meetings. II. 701 River Street, LLC – Project Authorizing Resolution III. Executive Director Report IV. Financials V. Old Business VI. New Business VII. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  January 19, 2017 10:00 AM Meeting Minutes Present: Kevin O’Bryan, Steve Strichman, Brian Carroll, Tina Urzan, Paul Carroll and Susan Farrell Absent: Lou Anthony Also in attendance: Justin Miller, Deanna DalPos, Jim Lozano, Mary Ellen Flores, Cheryl Kennedy and Denee Zeigler. R The Chairman called the meeting to order at 10:00 a.m. I. Minutes D The board reviewed the minutes from the December 15, 2017 board meeting. II. AF Tina Urzan made a motion to approve the December 15, 2017 meeting minutes. Sue Farrell seconded the motion, motion carried. Overview of Organizational Resources T The chairman spoke about the each of the three entities; LDC, IDA and CRC and the legality of what kinds of projects each board can do. Mr. Miller explained that the LDC and CRC are not for profit corporations; allowing some flexibility of what projects they can do. He advised that the IDA is slightly different in that it cannot make gifts, grants or loans and is IDA is generally constrained to spending money on its own projects. It can have memberships to state organizations and support local causes through sponsorships that involve marketing. Mr. Miller gave the recent example of the staircase to Riverfront Park that connected two previous IDA projects. Mr. Miller advised that LDC has the ability to lend funds and give grants. Mr. Miller explained that they have been looking for different ways that the three entities can either collaboratively or independently invest their funds to help promote economic development. Mr. Carroll noted that it is important to look forward and note the work that will be carried out by each board in order to budget correctly. The board agreed and noted that each board has its own strengths that we can use independently or together. The chairman summarized by stating that it is our responsibility to pay attention to current needs, capacity to generate revenue and combine that with the things that we think we need to be doing going forward. The board agreed that we will have more discussions on this topic going forward. III. TRIP and RCHR Sponsorship 1  Mr. Strichman spoke about a sponsorship that the IDA made for an event that took place in October. He advised that it was an event held by TRIP & RCHR that was honoring our chairman and his wife for their valuable service to the community by presenting them with the Community Citizenship Award. Mr. Strichman advised that a board vote is needed in order to issue the payment. The chairman advised he will abstain from the vote; we have a quorum based on the majority of board members present. Susan Farrell also abstained from the vote, as she is a TRIP employee. Brian Carroll made a motion to approve the sponsorship to the TRIP & RCHR Annual Homecoming Dinner in the amount of $1,500. Kevin O’Bryan and Susan Farrell abstained from the vote. Paul Carroll seconded the motion, motion carried. IV. Executive Director Pipeline Report Mr. Strichman went over the project pipeline report with the board. The board members asked about the Boutique Hotel project. Mr. Strichman advised that is a project that received a Restore NY grant last year and they are currently working on getting historic tax credit. The board asked if the project at 701 River Street will be subject to the fee R sharing agreement. Mr. Strichman advised no. The board had a general discussion on the types of income that will be coming into the IDA over the next year. Mr. Strichman D noted that 701 River Street will be going in from of the planning commission next week without the President Street portion. Mr. Strichman updated the board members on the Garnett Housing project. He advised AF that it started out as 27 properties which were sold and then brought down to 23 properties. Mr. Strichman advised that the 23 properties have since been sold and are back in the tax rolls. He wanted to note how the IDA’s involvement helped those properties to become viable properties able to sold at full market value and be back on the tax rolls. The board agreed that was a successful project. V. Financials T Ms. Flores advised that the balance sheet shows $1 Million in assets with $642,000 in cash versus $1 Million in liability and $86,000 is liabilities. Ms. Flores advised $60,000 in loss for the month of December; due to paying the LDC their portion of the fee for 444 River Street. Brian Carroll made a motion to accept the financials as presented. Tina Urzan seconded the motion, motion carried. Adjournment to the CRC portion of the meeting at 10:15 a.m. Brian Carroll made a motion to adjourn the IDA portion of the meeting to convene as the CRC. Tina Urzan seconded the motion, motion carried. Paul Carroll made a motion to re-convene the IDA portion of the meeting at 10:25 a.m. Tina Urzan seconded the motion, motion carried. 2 VI. New Business Mr. Strichman advised that the LDC may have something coming up for the King Fuels site and may collaborate with this board. He advised more to come in upcoming meetings. VII. Old Business Mr. Strichman reminded the board members of the annual disclosure and fiduciary forms that need to be filled out and returned. VIII. Adjournment With no other items to discuss, the IDA portion of the meeting was adjourned at 10:30 a.m. Tina Urzan made a motion to adjourn the IDA meeting. Brian Carroll seconded the motion, motion carried. DR AF T 3  February 23, 2018 10:00 AM Meeting Minutes Present: Kevin O’Bryan, Steve Strichman, Brian Carroll, Paul Carroll, Mark McGrath, Anasha Cummings and Lou Anthony Absent: Tina Urzan and Susan Farrell Also in attendance: Justin Miller, Damien Pinto-Martin, Jeff Hurlburt, Mary Ellen Flores, and Denee Zeigler. D The Chairman called the meeting to order at 10:00 a.m. The Chairman welcomed the two new board members officially. He noted that their insight is very important to the process and encouraged questions and unbiased conversations. I. Minutes R T The board discussed the minutes and will vote on them at the next meeting when there is a quorum of board members present from the January Meeting. AF II. Troy Wayfinding System proposal Mr. Strichman spoke about a wayfinding program for the City of Troy and explained he would like to get an authorization to send out an RFP for the design portion of the wayfinding proposal in the amount of $61,700. He explained that there is a real need for it in the downtown and it will assist with parking, visitors and overall connectivity. He advised it would be a three step process; we are being asked to do the second step - design. Mr. Strichman noted that The Hudson River Greenway is applying for funding for step one; the planning portion. He noted that with the design portion lined up; their grant application will be more likely to get funding. He explained that we are looking for other partnerships in the future with the city and county. The board asked about the finished product. Mr. Strichman noted that it will go from the downtown up to our nexus area in North Central. He explained it will be a coordinated signage package that will help visitors and residents find what they need and know where parking will be located. Mr. Carroll asked if we are here to help support the cost of this project, not approve or deny it the wayfinding signage program. He added that there is a strong connection between what we do in terms of development. Mr. McGrath asked about our part in the process. Mr. Strichman noted that the IDA will support the project by contributing the $61,700 and send out an RFP for design services. Mr. Cummings asked if the RFP being sent out will include both design and planning portion under one contract. Mr. Strichman advised he will look into. Mr. McGrath asked what the city will get out of the funding. Mr. Strichman noted that we have to look at what the city will get out of the entire 1  project once all three steps are completed. Mr. Carroll noted that the city will get out of it is a more friendly environment for both visitors and business to get around the city with ease. They will have a clear idea on where to go and know what is where it is located. The chairman added that the city will get a study done that they could not otherwise get done. Mr. Carroll added that it will help the IDA in the future by showing developers that are a city that is organized and welcomes new development. Mr. Strichman noted that it is a coordinated, consistent signage package that will clarify some of the signage confusion we currently have. Mr. Miller noted that this is an allowable IDA pursuit. Mr. Cummings clarified the steps of the process. Brian Carroll made a motion to approve sending out an RFP for design services related to the Troy Wayfinding Proposal and funding for up to $61,700 for the design services. Paul Carroll seconded the motion, motion carried. III. Audit and Finance Committee Mr. Strichman wanted to re-affirm that the committee is made up of the full board and was established in 2013. He added that at the next meeting, the audit and finance committee will convene to review the audit. Mr. Cummings noted that in the city council, D the audit and finance committees are made up of separate groups. The chairman noted that we have a much smaller board. Mr. Miller noted that a majority of the board members need to be independent, which a committee of the whole is. He added that the new council members are not considered independent members and cannot constitute IV. R the majority of the committee. The board agreed having them on the committee helps to open the communication between the council and IDA. Executive Director and Pipeline Report T AF Pipeline Report - Mr. Strichman advised that nothing has changed since his pipeline report from the January meeting. He noted that it is presented to the board every three months. The chairman suggested that he send them the last report. Mr. Strichman advised that he will make the pipeline report part of his executive director’s report going forward. PILOTs – Mr. Strichman advised that we are all caught up with PILOTs with one exception. He noted he will be meeting with them next week to discuss this payment and a late fee from two years ago. He added that they are not late until March 1st, but will start accruing penalty and interest. Mlock parcel – Mr. Strichman spoke about the Mlock parcel behind 701 River Street that we purchases. He advised it will be coming in front of the planning commission this month for subdivision approval. Mr. Strichman added that the state is currently reviewing our grant application which was originally for the entire site, but has changed to just the riverfront trail portion of the parcel. Mr. McGrath asked if we have worked out all of the details with Bella Napoli and President Street. Mr. Strichman advised that the developers have decided that they are not going to pursue that option right now; they received approvals without it. He advised that at some point they will revisit it, but they wanted to keep the project moving forward. Mr. McGrath noted that the bakery was concerned that they were not going to expand in the future. Mr. Strichman advised that he has had conversations with the 2  bakery and noted that the developer will work with them, as well as the other surrounding businesses. TRU Hotel – The board asked about the hotel project on Sixth Ave being done by Troy Lodging, LLC. Mr. Strichman advised that they have had a couple setbacks, but will be moving forward soon. V. Financials Ms. Flores advised that the balance sheet shows $1 Million in assets versus $85,000 in liabilities and $943,000 in equity. She noted that the most significant item is the negative amount in accounts receivable due to PILOTs received early. The board had a general discussion on how the A/R is set up. Ms. Flores also noted that these financials are as of January 31, 2018. Mr. McGrath asked what the most accurate, total current fixes asset amount is. Ms. Flores advised that there is $547,000 in cash. Ms. Flores noted a $7,800 loss for the month of January; due to no income in, but we paid out taxes on properties that we own without PILOTs. Lou Anthony made a motion to accept the financials as presented. Paul Carroll seconded the motion, motion carried. D Adjournment to the CRC portion of the meeting at 10:28 a.m. Brian Carroll made a motion to adjourn the IDA portion of the meeting R to convene as the CRC. Lou Anthony seconded the motion, motion carried. Brian Carroll made a motion to re-convene the IDA portion of the meeting at 10:47 a.m. T AF Lou Anthony seconded the motion, motion carried. VI. Old Business Mr. Strichman advised that we will have an Authorizing Resolution for 701 River Street in front of the board at the March meeting. Mr. Miller spoke about the history of the project site going back to the original purchase of the building from the city to now. The board agreed that the developers that are at the site now, have a good history. Mr. Strichman noted that we were also able to make the PILOT terms more reasonable at 20 years. Mr. Miller spoke about the land behind the site that the IDA purchased that will help make this project more attractive to the developer and benefit the city. VII. New Business Mr. Strichman advised no new business. VIII. Adjournment With no other items to discuss, the IDA portion of the meeting was adjourned at 10:51 a.m. Hon. Mark McGrath made a motion to adjourn the IDA meeting. Anasha Cummings seconded the motion, motion carried. 3  PROJECT AUTHORIZING RESOLUTION (701 River Street Associates, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on March 9, 2018 at 9:30 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 Brian Carroll Hon. Anasha Cummings Hon. Mark McGrath 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 701 River Street Associates, 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 Brian Carroll Hon. Anasha Cummings Hon. Mark McGrath Louis Anthony Paul Carroll Adam Hotaling Susan Farrell Tina Urzan Page 1 of 10  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 701 RIVER STREET ASSOCIATES, 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, 701 RIVER STREET ASSOCIATES, 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 .57 acre parcel of real property located at 701 River Street, Troy, New York 12180 and the retention of title to and/or a leasehold interest in an approximately 1.36 acre portion of a parcel of real property located on President Street, Troy, New York 12180 (collectively, the “Land”, being more particularly identified as TMID No. 90.70-5-8 and a portion of TMID No. 90.70-1-7, along with adjoining realty as may be acquired by the Company and integrated into the Project) and the existing 6-story building located at 701 River Street, along with related parking, site and infrastructure improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, rehabilitation and improvement of the Land and Existing Improvements into a six story mixed use residential and commercial facility containing up to 80 apartment units and approximately 15,000 square feet of commercial space, all to be leased by the Company to residential and commercial tenants, including improvements and replacements of roofs, interior and exterior utilities, elevator, building systems, windows, exterior access and egress improvements, curbage, parking 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, by resolution adopted April 6, 2017 (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 Page 2 of 10 (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 April 28, 2017 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, by resolution also adopted April 6, 2017 (the “Option Resolution”), the Authority (i) authorized the acquisition of a certain parcel of land comprised of approximately 2.6 acres located along the Hudson River on President Street (between Middleburg Street and Ingalls Avenue) in the City and identified as TMID No. 90.70-1-7 (the “Parcel”); and (ii) authorized the disposition of a portion of the Parcel to the Company in furtherance of the Project (the “Disposition”) through an Exclusive Option Agreement (the “Option Agreement”) whereby the Company shall have the right to acquire an approximately 1.36 acre portion of the Parcel (the “Upland Parcel”) to be included within the Project; and WHEREAS, in furtherance of the Project and the Disposition, the Authority (i) entered into an Exclusive Option Agreement with the Company, dated as of April 28, 2017 (the “Option Agreement”) whereby the Company is granted the right to lease and acquire the Upland Parcel from the Authority; and (ii) issued a 90-day Notice of Disposition the required recipients in accordance with applicable requirements of the Public Authority Accountability Act (“PAAA”): and WHEREAS, pursuant to application by the Company, the Planning Commission of the City of Troy (the “Planning Commission”), as lead agency pursuant to the State Environmental Quality Review Act and regulations adopted pursuant thereto (collectively, “SEQRA”), has reviewed the Project and adopted a negative declaration, dated as of January 24, 2018 (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 Financial Assistance and Project Agreement (the “Agent Agreement”), a Lease Agreement (the “Lease Agreement”), related Leaseback Agreement (the “Leaseback Agreement”), a certain Upland Parcel Lease Agreement (the “Upland Parcel Lease 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) lease the Upland Parcel to the Company pursuant to the Upland Lease Agreement; (iii) 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 (iv) 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 Page 3 of 10 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 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 the Planning Commission and determined the Project involves an “Unlisted Action” as said term is defined under SEQRA. The review is uncoordinated. Based upon the review by the Authority of the Negative Declaration, related 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 the Planning Commission and the Authority further 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 terms are defined in SEQRA; and (iii) no “environmental impact statement” as such quoted term is defined in SEQRA, need be prepared 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. Page 4 of 10  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 (i) the acquisition of a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement, and (ii) the Disposition of the Upland Parcel to the Company pursuant to the Upland Lease Agreement, along with 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, 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. The foregoing authorization and appointment by the Authority of the Company as agent to undertake the Project shall expire on December 31, 2019, unless extended by the Executive Director of the Authority upon written application by the Company. 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 $5,375,000.00, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $430,000.00. 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 Page 5 of 10 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. 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, along with the Upland Lease Agreement, whereby the Authority will lease the Upland Parcel to the Company in furtherance of the Project, (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 Page 6 of 10 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 7 of 10  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 March 9, 2018, 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 __________, 2018. ______________________________ (SEAL) Page 8 of 10  EXHIBIT A PUBLIC HEARING MATERIALS Page 9 of 10  PUBLIC HEARING AGENDA TROY INDUSTRIAL DEVELOPMENT AUTHORITY 701 RIVER STREET ASSOCIATES, LLC APRIL 28, 2017 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 701 River Street Associates, LLC Project held on Friday February 17, 2017 at 10:00 a.m., at the Troy City Hall, located at 433 River Street, 5th Floor, Troy, New York 12180. I. ATTENDANCE Steven Strichman, Executive Director Kevin O’Bryan, Chairman Hon. Bob Doherty, Board Member Hon. Dean Bodnar, Board Member Tina Urzan, Board Member Lou Anthony, Board Member Susan Farrell, Board Member Justin Miller Esq., IDA counsel Tom Rossi, Company Representative Jacob Reckess, Company Representative Mary Ellen Flores, Treasurer Cheryl Kennedy, City of Troy Economic Development Coordinator Denee Zeigler, Acting Secretary Luke Nathan, General Public II. CALL TO ORDER: (Time: 10:00 a.m.). Steven Strichman 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 701 River Street Associates, 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 701 RIVER STREET ASSOCIATES, 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 .57 acre parcel of real property located at 701 River Street, Troy, New York 12180 and the retention of title to and/or a leasehold interest in an approximately 1.36 acre portion of a parcel of real property located on President Street, Troy, New York 12180 (collectively, the “Land”, being more particularly identified as TMID No. 101.62-1-1 and a portion of TMID No. 90.70-1-7) and the existing 6-story building located at 701 River Street, along with related parking, site and infrastructure improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, rehabilitation and improvement of the Land and Existing Improvements into a six story mixed use residential and commercial facility containing up to 84 apartment units and approximately 10,000 square feet of commercial space, all to be leased by the Company to residential and commercial tenants, including improvements and replacements of roofs, interior and exterior utilities, elevator, building systems, windows, exterior access and egress improvements, curbage, parking 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. 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 Twenty (20) years with fixed PILOT payments. IV. AGENCY COST-BENEFIT ANALYSIS: The Company Application for Financial Assistance indicates a total project cost of approximately $10,585,000. 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 = $ 87,500.00 Sales and Use Tax Exemptions = $ 430,000.00 Estimated PILOT Savings = $3,161,793.00 Total estimated Financial Assistance = $ 3,679,293.00 IV. SEQRA:  For purposes of the Project, the City Planning Commission is serving as lead agency for purposes of review pursuant to SEQRA. VI. PUBLIC COMMENTS Mr. Doherty asked for a summary of the PILOT terms. Mr. Strichman discussed the PILOT and the process behind it. He advised that Mr. Reckess purchased the property after the previous developer did not go through with the project. Mr. Strichman advised that throughout the whole process, a PILOT with the max of 30 years was offered for an affordable/assisted living project. He noted that the current developers will be offering market rate housing, which is a much better use for that area, so they were able to bring the PILOT down to 20 years. The chairman noted that keeping the PILOT terms under 25 years is one of the goals we have been working towards. Mr. Strichman advised that the current value of the property is $200,000 and is what the PILOT is based off of. He advised that the project is a $10.5 million dollar project. Mr. Strichman noted that Redburn development recently finished the School One project and will keep these units to the same standards. Mr. Doherty advised that in the end the project will have a final value of $3.5 million. The chairman noted that previous development efforts at this site have been unsuccessful and this will help to bring up the value of a currently vacant building. Mr. Strichman stressed that they are not receiving cash; they are receiving an incentive to develop a large vacant building. Luke Nathan asked the developers why this assistance is critical to the project happening. Mr. Rossi explained that for a project of this scale, there is a lot of risk. He advised that there are a lot of structural issues that will need to be addressed and some additional ones that are sure to come up. Mr. Rossi advised that this assistance will help to remove some of the risk and ensure success. He added that the banks like to see a project like this, located in a transitional area, have their risks mitigated. Mr. Rossi advised that you can’t base the value on the full dollar value because there is so much work that will have to go into it in order to bring it up to a starting point, but in the end it will be worth its net operating income. Mr. Rossi also noted the amount of taxes that will be coming in once the project starts up. Mr. Reckess advised that they believe in the what the neighborhood will and can be over time, not what it is today. He advised that this piece will help them work with the neighborhood as it grows. The chairman noted that these large empty buildings were considered undevelopable at one time. He advised that IDA’s along with other tax credits have helped to turn this around. Mr. Rossi advised that they will be utilizing a few other types of funding. He added that they will be nice apartments that will be attractive to many people. Mr. Anthony agreed that there is a lot of risk involved with this type of project. Mr. Strichman added that there is more to this project than just the building; it is really the northward march of redevelopment to that area. Mr. Nathan asked about the parking arrangement that was discussed at the last meeting. Mr. Strichman advised that the IDA will be purchasing the lot behind this building; which was at one time attached to the building. It will be sub divided and these developers will be lease/purchase over time the upland portion of the site. He explained that the portion closer to the river, will be transferred over to the city where it will be maintained as a park and a connector to the bike trail that will go to the Congress Street Bridge. Mr. Rossi advised that without the parking, this project could not occur. VII. ADJOURNMENT As there were no comments, the public hearing was closed at 10:15 a.m.  EXHIBIT B SEQRA MATERIALS Page 10 of 10