Troy Industrial Development Authority

Chairman Board Members Kevin O’Bryan Paul Carroll Louis Anthony Vice‐Chair Tina Urzan Brian Carroll Susan Farrell ExecutiveI.Director Hon. Anasha Cummings Steven Strichman Hon. Mark McGrath Bill Strang BOARD OF DIRECTORS MEETING NOVEMBER 16, 2018 10:00 a.m. Planning Department Conference Room I. Public Hearing – Oakwood Ave Apartments, LLC II. Approval of Minutes from the October 19, 2018 board meeting. III. Oakwood Ave Apartments, LLC – Project Authorizing Resolution IV. Executive Director’s report V. Financials VI. Old Business VII. New Business VIII. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  PUBLIC HEARING AGENDA TROY INDUSTRIAL DEVELOPMENT AUTHORITY OAKWOOD AVE APARTMENTS, LLC NOVEMBER 16, 2018, 2018 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 Oakwood Ave Apartments, LLC Project held on Friday November 16, 2018 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 [list other TIDA representatives in attendance] [________________, Company Representative] Members of the General Public II. CALL TO ORDER: (Time: 10:00 a.m.). __________________opened the hearing and _________________ read the following into the hearing record: This public hearing is being conducted pursuant to Title 11 of Article 8 of the Public Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (collectively, the “Act”). A Notice of Public Hearing describing the Project was published in Troy Record, a copy of which is attached hereto and is an official part of this transcript. A copy of the Application submitted by Oakwood Ave Apartments, 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 OAKWOOD AVE APARTMENTS, 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 an approximately 2.77 acre parcel of land located at 171 Oakwood Avenue, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 90.56-2-3) and the existing improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction and operation of a four (4) building residential facility containing 48 market rate rental apartment units, all to be leased by the Company to residential tenants, including curbage, utility, parking and related site and 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; and (b) mortgage recording tax exemptions(s) related to financings undertaken by the Company to construct the Facility. 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. IV. AGENCY COST-BENEFIT ANALYSIS: The Company Application for Financial Assistance indicates a total project cost of approximately $6,485,000. 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 = $ 65,000.00 Sales and Use Tax Exemptions = $ 240,000.00 Total estimated Financial Assistance = $ 305,000.00 IV. SEQRA: For purposes of the Project, the City Planning Commission served as lead agency for purposes of review pursuant to SEQRA. VI. PUBLIC COMMENTS VII. ADJOURNMENT As there were no comments, the public hearing was closed at ________ a.m.  October 19, 2018 10:00 AM Regular Board Meeting Minutes Present: Kevin O’Bryan, Hon. Mark McGrath, Steve Strichman, Paul Carroll, Lou Anthony, Brian Carroll, Tina Urzan, Susan Farrell, Hon. Anasha Cummings and Bill Strang Absent: Also in attendance: Justin Miller, Esq., MaryEllen Flores, Deanna Dal Pos, Heidi Knoblauch, Sharon Martin, Bill Flannigan, Luke Nathan, John Hodorowski and Denee Zeigler. D The Vice Chairman called the regular board meeting to order at 10:00 a.m. I. Minutes R The board reviewed the minutes from the September 21, 2018 board meeting. T Tina Urzan made a motion to approve the September 21, 2018 minutes. AF Paul Carroll seconded the motion, motion carried. II. Initial Project Resolution - CityStation North, LLC Bill Flannigan from United Group spoke about their redevelopment project located at the corner of Congress Street and Sixth Avenue; currently a vacant building. Mr. Flannigan presented renderings to the board members illustrating how the proposed building will fit into the surrounding buildings. He advised that the alley will be utilized as the main entryway into the building in order to reduce traffic issues on Sixth Ave. Mr. Flannigan advised that it is a mixed use project. He explained that the Congress Street side there is a four story, 40,000 sq ft office building with parking below for the commercial and residential tenants. There will also be a surface lot of about 20 spaces. Mr. Flannigan noted that there will be about 87 market rate units of residential along the Sixth Ave side; 62 one bedrooms and 25 two bedrooms. Mr. McGrath asked for clarification on the layout of commercial and residential. Mr. Flannigan explained that the commercial space located on the Congress Street side will be for offices and the rest of the building along Sixth and State Street will be residential with the entrance through the alley. Mr. Flannigan advised that the project cost is approximately $40 million; noting that the parking brings the cost up but is necessary to bring in the tenants. The board asked about job creation. Mr. Flannigan advised that about 100 professional jobs will be created and about 4-5 building maintenance people. The board asked how they intend on filling this space. Mr. Flannigan advised that they are working on that now. Ms. Urzan asked about the 1  possibility of using some of the space for retail. Mr. Flannigan advised no, but noted that a block away there is plenty of retail for them to fill in the other City Station buildings. He added that they are struggling to keep commercial tenants, but feels that this project will complement the retail spaces currently in place. (See Attached Resolution 10/18 #1) Paul Carroll made a motion to approve the Initial Project Resolution for CityStation North, LLC. Lou Anthony seconded the motion, motion carried. III. Initial Project Resolution - Oakwood Ave Apartments, LLC John Hodorowski introduced himself to the board and discussed his proposed project consisting of 48 market rate apartments that will be housed in four separate buildings; twelve units in each with interior access. He advised that he owns J. Luke Construction and works with the Hodorowski Group. They have recently completed projects in Schenectady and Troy. He advised that the Summit Hill Apartments received incentives through the county IDA; PILOT, sales tax and mortgage recording tax. He added their intent is never to build a project in order to flip or sell it immediately; they are here for the long term and will also be doing the property management once the project is complete. Mr. Hodorowski explained that they are a self-performing construction company doing most of the work themselves. He advised this project will be about 12 months and D employ about 50-75 construction jobs. He noted that they will manage the property themselves, but will create two full time jobs; housekeeping and a maintenance person. The board asked about the location of the project. Mr. Hodorowski explained that it is off R of Oakwood Ave with the Frear Park in the rear of the building. The board discussed the incentives being asked for; sales & use tax exemption and mortgage recording tax exemption only. Mr. Strichman advised it will be about $200,000 in savings for them and generate about $147,000 in total taxes. Mr. Hodorowski noted that the sales and use tax T exemption will allow them to put in some extra details during construction. The board AF noted that this project is a new construction which will benefit the city of Troy. Mr. McGrath asked if they owned the property. Mr. Hodorowski advised yes, they purchased it recently. Ms. Urzan asked about the target tenants. Mr. Hodorowski advised that of the 48 units, 20 will be two bedrooms. They are looking for young professionals and even some families; citing the ideal location. He discussed the tenant make up of his project at Summit Hill Apartments noting there are only a handful of students. (See Attached Resolution 10/18 #2) Bill Strang made a motion to approve the Initial Project Resolution for Oakwood Ave Apartments, LLC. Lou Anthony seconded the motion, motion carried. IV. Executive Director’s report Fee Sharing – Mr. Strichman spoke about the background of the fee sharing program and how the LDC assisted with the Rosenblum project on Fourth Street. He advised that the IDA will share a portion of the total fee received; $140,000. Mr. McGrath asked about the process. The board had a general discussion on the fee sharing program and how it was developed specifically for situations like this. Mr. Cummings asked how we decide on the percentage. The board advised that there was equal value on both sides; 50% was the decided amount. 2  Paul Carroll made a motion to approve sharing 50% of the $140,000 fee with the Troy LDC. Tina Urzan seconded the motion, motion carried. The board adjourned to the Audit & Finance Committee in order to discuss the draft budget at 10:25 a.m. Tina Urzan made a motion to adjourn the regular board meeting and convene the audit & finance committee. Brian Carroll seconded the motion, motion carried. Brian Carroll made a motion to reconvene the regular board meeting at 10:30 a.m. Lou Anthony seconded the motion, motion carried. The IDA board adjourned to meet as the CRC in order to discuss the draft budget at 10:30 a.m. Hon. Mark McGrath made a motion to adjourn the IDA regular board meeting and convene as the CRC. Paul Carroll seconded the motion, motion carried. D Brian Carroll made a motion to reconvene the IDA regular board meeting at 10:36 a.m. Paul Carroll seconded the motion, motion carried. V. Budget R The board had a general discussion on the draft 2019 budget which was recently covered in the audit and finance meeting. T AF Hon. Anasha Cummings made a motion to approve the 2019 IDA budget as presented. Brian Carroll seconded the motion, motion carried. VI. Financials Ms. Flores advised that there is $1,050,000 million in assets versus $1,047,000 million in equity and $3,500 in liabilities. She advised that the biggest change is the cash-in, which comes from the PILOT payments made to the IDA and are immediately paid to the city. Ms. Flores advised that there is a profit for the month of September of $2,300. Income is from the application fee received from CityStation North. She added that the only expense is to BST. Mr. McGrath asked if the liability was all from one source. Ms. Flores advised it is showing as coming in and then going back out. We receive PILOT payments from the projects and then give it right back to the city. Bill Strang made a motion to approve the IDA financials as presented. Paul Carroll seconded the motion, motion carried. VII. 701 River Street - Extension 3  Mr. Strichman noted that the project at 701 River Street is asking for an additional extension on the exclusive option agreement. Mr. Miller explained to the board that we set up the agent agreement with them already so that the work can begin. He advised that they are working to close on their tax credit syndication and financing in November and the last extension only carried them to the end of October. Mr. Miller advised that they are asking for a 60 day extension. Lou Anthony made a motion to approve the 60 day extension of the exclusive option agreement for 701 River Street. Hon. Anasha Cummings seconded the motion, motion carried. VIII. Adjournment With no new or old business to discuss, the regular board meeting was adjourned at 10:40 a.m. Tina Urzan made a motion to adjourn the IDA meeting at 10:40 a.m. Hon. Anasha Cummings seconded the motion, motion carried. D R T AF 4  INITIAL PROJECT RESOLUTION (CityStation North, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on October 19, 2018 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 X Brian Carroll X Hon. Anasha Cummings X D Hon. Mark McGrath Louis Anthony Paul Carroll William Strang X X X X Susan Farrell Tina Urzan R X X T The following persons were ALSO PRESENT: Justin Miller, Esq., MaryEllen Flores, Deanna Dal Pos, Heidi Knoblauch, Sharon Martin, Bill Flannigan, Luke Nathan, John AF Hodorowski and Denee Zeigler. After the meeting had been duly called to order, the Chairman announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to a proposed project for the benefit of CityStation North, LLC. On motion duly made by Paul Carroll and seconded by Lou Anthony, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Kevin O’Bryan X Brian Carroll X Hon. Anasha Cummings X Hon. Mark McGrath X Louis Anthony X Paul Carroll X William Strang X Susan Farrell X Tina Urzan X Page 1 of 5  Resolution No. 10/18 #1 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF CITYSTATION NORTH, 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 D 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 R equipping industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, CITYSTATION NORTH, 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 T project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in AF an approximately 1.65 acres of land located at 134 and 141 Congress Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID Nos. 101.61-8-2 and 101.61-3-2) and the existing improvements located thereon consisting of approximately 65,000 sf of building improvements and related parking spaces (the “Existing Improvements”), (ii) the demolition of the Existing Improvements and the planning, design, engineering, construction and operation of a mixed use commercial and residential facility containing approximately 50,000 sf of commercial space and 87 market rate rental apartment units, all to be leased by the Company to commercial and residential tenants, including curbage, utility, surface and covered parking structures and related site and 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 Page 2 of 5  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. 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) Act; and (C) D The Authority has the authority to take the actions contemplated herein under the The action to be taken by the Authority will induce the Company to develop the R 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 T area of the State of New York (the “State”) to another area of the State or result in the AF 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 Page 3 of 5 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 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. D Section 5. These Resolutions shall take effect immediately. R T AF Page 4 of 5  T AF R D  INITIAL PROJECT RESOLUTION (Oakwood Ave Apartments, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on October 19, 2018 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 X Brian Carroll X Hon. Anasha Cummings X D Hon. Mark McGrath Louis Anthony Paul Carroll William Strang X X X X Susan Farrell Tina Urzan R X X T The following persons were ALSO PRESENT: Justin Miller, Esq., MaryEllen Flores, Deanna Dal Pos, Heidi Knoblauch, Sharon Martin, Bill Flannigan, Luke Nathan, John AF Hodorowski, Elbert Watson and Denee Zeigler. After the meeting had been duly called to order, the Chairman announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to a proposed project for the benefit of Oakwood Ave Apartments, LLC. On motion duly made by William Strang and seconded by Lou Anthony, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Kevin O’Bryan X Brian Carroll X Hon. Anasha Cummings X Hon. Mark McGrath X Louis Anthony X Paul Carroll X William Strang X Susan Farrell X Tina Urzan X Page 1 of 5  Resolution No. 10/18 #2 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF OAKWOOD AVE APARTMENTS, 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 D 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 R equipping industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, OAKWOOD AVE APARTMENTS, LLC, for itself and/or on behalf of an entity to be formed ( collectively, the “Company”), has requested the Authority’s assistance T with a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a AF leasehold interest in an approximately 2.77 acre parcel of land located at 171 Oakwood Avenue, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 90.56-2-3) and the existing improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction and operation of a four (4) building residential facility containing 48 market rate rental apartment units, all to be leased by the Company to residential tenants, including curbage, utility, parking and related site and 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 Page 2 of 5 with respect to the Project; and (iii) approve the negotiation, but not the execution or delivery, of certain documents in furtherance of the Project, as more fully described below. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the Authority. Based upon the representations made by the Company to the Authority in the Company’s application and in related correspondence, the Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and (B) The Authority has the authority to take the actions contemplated herein under the Act; and (C) D 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) R 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 T of the Project located within the State; and the Authority hereby finds that, based on the AF 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 Page 3 of 5 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 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. D R T AF Page 4 of 5  T AF R D  PROJECT AUTHORIZING RESOLUTION (Oakwood Ave Apartments, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on November 16, 2018 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 Brian Carroll Hon. Anasha Cummings Hon. Mark McGrath Louis Anthony Paul Carroll William Strang 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 Oakwood Ave Apartments, 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 William Strang Susan Farrell Tina Urzan Page 1 of 1  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 OAKWOOD AVE APARTMENTS, 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, OAKWOOD AVE APARTMENTS, 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 an approximately 2.77 acre parcel of land located at 171 Oakwood Avenue, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 90.56-2-3) and the existing improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction and operation of a four (4) building residential facility containing 48 market rate rental apartment units, all to be leased by the Company to residential tenants, including curbage, utility, parking and related site and 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 October 19, 2018 (the “Initial Project Resolution”), the Authority (i) accepted the Application submitted by the Company, (ii) authorized the scheduling, notice and conduct of a public hearing with respect to the Project (the “Public Hearing”), and (iii) described the forms of financial assistance being contemplated by the Authority with respect to the Project (the “Financial Assistance”, as more fully described herein); and WHEREAS, pursuant to the Initial Project Resolution, the Authority duly scheduled, noticed and conducted the Public Hearing at 10:00 a.m. on November 16, 2018 whereat all interested persons were afforded a reasonable opportunity to present their views, either orally or Page 2 of 2 in writing on the location and nature of the Facility and the proposed Financial Assistance to be afforded the Company in connection with the Project (a copy of the Minutes of the Public Hearing, proof of publication and delivery of Notice of Public Hearing being attached hereto as Exhibit A); and WHEREAS, pursuant to application by the Company, 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”), previously reviewed the Project and adopted a negative declaration (the “Negative Declaration”) with respect to the Project, a copy of which is attached hereto as Exhibit B; and WHEREAS, the Authority and Company have negotiated the terms of an Agent and Financial Assistance and Project Agreement (the “Agent Agreement”), a Lease Agreement (the “Lease Agreement”), related Leaseback Agreement (the “Leaseback Agreement”) and related Payment-in-lieu-of-Tax Agreement (the “PILOT Agreement”), and, subject to the conditions set forth within this resolution, it is contemplated that the Authority will (i) acquire a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement, (ii) appoint the Company agent of the Authority to undertake the Project and lease the Land, Existing Improvements, Improvements and Equipment constituting the Facility to the Company for the term of the Leaseback Agreement and PILOT Agreement, and (ii) provide certain forms of Financial Assistance to the Company, including (a) mortgage recording tax exemption(s) relating to one or more financings secured in furtherance of the Project; and (b) a sales and use tax exemption for purchases and rentals related to the construction and equipping of the Project. 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 Page 3 of 3 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. 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; and (ii) mortgage recording tax exemption(s) in connection with secured financings undertaken by the Company in furtherance of the Project. Section 3. Subject to the Company executing the Leaseback Agreement and/or a related Agent Agreement, along with the delivery to the Authority of a binder, certificate or other evidence of liability insurance policy for the Project satisfactory to the Authority, the Authority hereby authorizes the undertaking of the Project, including the acquisition of a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement and related recording documents, the form and substance of which shall be approved as to form and content by counsel to the Authority. Subject to the within conditions, the Authority further authorizes the execution and delivery of the Leaseback Agreement, wherein the Company is authorized to undertake the construction and equipping of the Improvements and hereby appoints the Company as the true and lawful agent of the Authority: (i) to acquire, construct and equip the Improvements and acquire and install the Equipment; (ii) to make, execute, acknowledge and deliver any contracts, 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 Page 4 of 4 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 $3,000,000.00, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $240,000.00. The Authority agrees to consider any requests by the Company for increase to the amount of sales and use tax exemption benefits authorized by the Authority upon being provided with appropriate documentation detailing the additional purchases of property or services, and, to the extent required, the Authority authorizes and conducts any supplemental public hearing(s). Pursuant to Section 1963-b of the Act, the Authority may recover or recapture from the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, any sales and use tax exemption benefits taken or purported to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, if it is determined that: (i) the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, is not entitled to the sales and use tax exemption benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project; (iii) the sales and use tax exemption benefits are for property or services not authorized by the Authority as part of the Project; (iv) the Company has made a material false statement on its application for financial assistance; (v) the sales and use tax exemption benefits are taken in cases where the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project fails to comply with a material term or condition to use property or services in the manner approved by the Authority in connection with the Project; and/or (vi) the Company obtains mortgage recording tax benefits and/or real property tax abatements and fails to comply with a material term or condition to use property or services in the manner approved by the Authority in connection with the Project (collectively, items (i) through (vi) hereby defined as a “Recapture Event”). As a condition precedent of receiving sales and use tax exemption benefits, mortgage recording tax exemption benefits, and real property tax abatement benefits, the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, must (i) if a Recapture Event determination is made by the Authority, cooperate with the Authority in its efforts to recover or recapture any sales and use tax exemption benefits, mortgage recording tax benefits and/or real property tax abatements abatement benefits, and (ii) promptly pay over any such amounts to the Authority that the Authority demands, if and as so required to be paid over as determined by the Authority. 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 Page 5 of 5 Land, Existing Improvements, Improvements and Equipment constituting the Facility to the Authority, (C) the Leaseback Agreement, pursuant to which the Authority will lease its interest in the Land, Existing Improvements, Improvements and Equipment constituting the Facility back to the Company, and (D) related documents, including, but not limited to, Sales Tax Exemption Letter(s), Bills(s) of Sale and related instruments; provided the rental payments under the Leaseback Agreement include payments of all costs incurred by the Authority arising out of or related to the Project and indemnification of the Authority by the Company for actions taken by the Company and/or claims arising out of or related to the Project. Section 5. The Chairman, Vice Chairman and/or the Executive Director/Chief Executive Officer of the Authority are hereby further authorized, on behalf of the Authority, and to the extent necessary, to execute and deliver any mortgage, assignment of leases and rents, security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by these resolutions or required by any lender identified by the Company (the “Lender”) up to a maximum principal amount necessary to undertake the Project and/or finance/refinance acquisition and Project costs, equipment and other personal property and related transactional costs, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby authorized to affix the seal of the Authority to the Authority Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the execution thereof by the Chairman, Vice Chairman or the Executive Director/Chief Executive Officer of the Authority to constitute conclusive evidence of such approval; provided, in all events, recourse against the Authority is limited to the Authority’s interest in the Project. Section 6. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 7. These Resolutions shall take effect immediately. Page 6 of 6  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 November 16, 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 7 of 7  EXHIBIT A PUBLIC HEARING MATERIALS Page 8 of 8  EXHIBIT B SEQRA MATERIALS Page 9 of 9