Troy Industrial Development Authority

Board Members Chair Tina Urzan Justin Nadeau Susan Farrell Vice Chair Elbert Watson Rich Nolan Hon. Anasha Cummings Hon. Jim Gulli Executive Director Stephanie Fitch Steven Strichman BOARD OF DIRECTORS MEETING JUNE 19, 2020 10:00 a.m. Due to the Novel Coronavirus (COVID-19) Emergency and State and Federal bans on large meetings or gatherings, and pursuant to Governor Cuomo’s Executive Order 220.1 issued on March 12, 2020, which provides for remote meeting capabilities under the Open Meetings Law, this meeting will be held electronically. Join Zoom Meeting Meeting ID: 997 4555 5281 Password: 733152 AGENDA I. Approval of Minutes from the January 17, 2020 and March 20, 2020 board meetings. II. 701 River Street, LLC – Initial Project Resolution III. Troy Riverwalk, LLC – Initial Project 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  January 17, 2020 10:00 AM Regular Board Meeting Minutes Present: Paul Carroll, Steve Strichman, Rich Nolan, Elbert Watson, Susan Farrell, Tina Urzan and Hon. Jim Gulli. Absent: Stephanie Fitch and Hon. Anasha Cummings Also in attendance: Justin Miller Esq., Mary Ellen Flores, Justin Nadeau, Dylan Turek, Deanna Dal Pos and Denee Zeigler. D The meeting was called to order at 10:42 a.m. following the CRC and IDA Audit and Finance Committee meetings. I. Minutes R The board did not have a quorum of members that were present at the October 18, 2019 meeting. If we have a quorum at the next meeting we will approve them. T The November 15, 2019 minutes will never have a quorum; therefore, the minutes AF will be certified as accurate and true by the acting secretary. II. City Station North – Updated Project Authorizing Resolution Mr. Miller explained that the City Station North project is the last and largest of the City Station projects which will include approximately 80-90 apartments and 40,000 sf of commercial space. He advised that in their original application it was noted they will fill the commercial space with no certainty about who would be filling the space. Mr. Miller noted they have developed an entity that will be filling the space, City Station North II, which is a very similar name to this project. He advised that some of their current staff from the Jordan Rd location will now be located at this site. Mr. Miller advised that the location in North Greenbush is owned by a different entity. The relocation of an existing business from one area of the state to another area of the state is allowed, but only if the relocation helps the business to keep a competitive position in their industry. He added that a notification must be sent to the community they are relocating from. Mr. Miller asked them to update the application. The costs are relatively the same, but the job numbers have increased from 40-50. He added that the resolution today is to accept the updated application and make the finding that the move is reasonably necessary. Mr. Miller advised they should be ready to close in the next 90 days. (See attached Resolution 01/20 #1) 1  Tina Urzan made a motion to accept the supplemental authorizing Resolution for City Station North II, LLC Susan Farrell seconded the motion, motion carried. III. Annual Board Member Evaluations and Fiduciary Forms Mr. Strichman reminded board members to fill out the confidential board member evaluations and fiduciary forms and send them in to the acting secretary. Please fill out one of each form for each board. IV. Executive Director’s report Outstanding PILOTs - Mr. Strichman advised there are a number of PILOTs that are going to be closing in the near future. He advised DeFazio’s and Riverwalk, LLC and City Station North are getting ready to close. 669 River Street, LLC and Montroy Management, LLC are both still moving forward, but no closing date set ad of today. Wayfinding - Mr. Strichman gave an update on the wayfinding project which this board approved to provide financing for the implementation of. He noted it is in the design stages and the first reports will be coming in soon. D South Troy BOA – Mr. Strichman explained that we are moving forward with the South Troy BOA and working along with CHA. Downtown Troy BID - Mr. Strichman advised the board a sponsorship will be sent in for R $200 to go towards their annual event. Council Finance Development Agency – Mr. Strichman advised that they will be offering a course on bonds which Dylan will be taking for $550. T AF Mr. Nolan asked about the status of the cleanup at the King Fuels site. Mr. Strichman explained that the cleanup that this board helped to fund has been completed. He explained that they are in discussions with National Grid to schedule the Phase 1-3 cleanups. He noted that there is an additional Phase 4, which they will also be discussing. V. Financials Ms. Flores presented the statement of net position to the board. She advised the total assets stand at $686,000 with $471,000 in cash. The liabilities stand at $3,500 leaving a fund balance of $682,000. Ms. Flores presented the statement of activity and noted for the month of December we have $44,000 in revenue and $88,000 in expenses. She advised a $44,000 deficit due to the $70,000 fee sharing with the Troy LDC. Ms. Flores noted the unaudited results for 2019 show $293,000 in revenue of which $275,000 was in project related revenue. She advised $281,000 in expenses leaving us with a $280,000 deficit for the year. Tina Urzan made a motion to approve the financials as presented. Rich Nolan seconded the motion, motion carried. VI. Old Business No old Business. 2 VII. New Business No new business. VIII. Adjournment With no additional business to discuss, the regular board meeting was adjourned at 11:07 a.m. Susan Farrell made a motion to adjourn the IDA meeting at 11:07 a.m. Rich Nolan seconded the motion, motion carried. D R T AF 3  SUPPLEMENTAL PROJECT AUTHORIZING RESOLUTION (CityStation North II, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on January 17, 2020 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 Paul Carroll X Susan Farrell X Elbert Watson X Hon. Anasha Cummings X D Hon. Jim Gulli Tina Urzan Richard Nolan Jr. Stephanie Fitch X X X X Vacant R The following persons were ALSO PRESENT: Steven Strichman, Justin Miller Esq., Mary T Ellen Flores, Justin Nadeau, Dylan Turek, Deanna Dal Pos and Denee Zeigler. AF 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 II, LLC, for itself or an entity to be formed. On motion duly made by Tina Urzan and seconded by Susan Farrell, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Paul Carroll X Susan Farrell X Elbert Watson X Hon. Anasha Cummings X Hon. Jim Gulli X Tina Urzan X Richard Nolan Jr. X Stephanie Fitch X Vacant Page 1 of 5  Resolution No. 01/20 #1 SUPPLEMENTAL PROJECT AUTHORIZING RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) AUTHORIZING THE UNDERTAKING OF A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT OF CITYSTATION NORTH II, LLC 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 D WHEREAS, pursuant to a resolution duly adopted on January 18, 2019 (the “Authorizing Resolution”), the Troy Industrial Development Authority (the “Authority”) appointed CITYSTATION NORTH, LLC, for itself and/or on behalf of an entity to be formed R (collectively, the “Company”) as agent of the Authority to undertake a certain project (the “Project”) consisting of: (i) the acquisition by the Authority of a leasehold interest in 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 T the existing improvements located thereon consisting of approximately 65,000 sf of building AF 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, the Authority has received an updated Application for Financial Assistance (the “Application”) from the Company proving additional information and details regarding the Project relative to (i) the ownership entity to be utilized (CityStation North II, LLC), (ii) the equity ownership of the Company assembled for purposes of accessing benefits through the Federal Opportunity Zones Program, (iii) identification of initial commercial tenant occupants, and (iv) projected job creation numbers; and Page 2 of 5  WHEREAS, as a component of the Application, the Company has informed the Authority that the initial commercial tenant for approximately 20,000 sf within the Facility will be United Plus Property Management, LLC (the “Project Tenant”), which currently occupies portions of a commercial office building located at 300 Jordan Road within the Town of North Greenbush (the “Town”); and WHEREAS, within the Application, the Company has advised that the relocation of the Project Tenant’s operations from the Town to the Project location within the City is both reasonably necessary to preserve the competitive position of the Project Tenant in its industry and a move made necessary and imposed upon the project Tenant by the impending sale of the 300 Jordan Road location by that building’s owner; and WHEREAS, upon review of the Application and information provided by the Company, and pursuant to Section 1953 of the Public Authorities Law (“PAL”), the Authority finds that, based on the Company’s updated Application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to preserve the competitive position of Project occupants, specifically the Project Tenant, in their respective industries; and D WHEREAS, prior to adopting of this resolution, the Authority transmitted a letter to the Supervisor of the Town pursuant to Section 859-a(5)(d) of the General Municipal Law (“GML”), as the chief executive officer of the municipality from which the Project Tenant will relocate from. R NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: T AF 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 Page 3 of 5 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 (and specifically, the Project Tenant) 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 (and specifically, the Project Tenant) in their respective industries. Section 2. The Authority hereby ratifies all other aspects of the Authorizing Resolution, which remains in full force and effect as of the date hereof. Section 3. These Resolutions shall take effect immediately. D R T AF Page 4 of 5  T AF R D  March 20, 2020 10:00 AM IDA Board Meeting This meeting was held via GoToMeeting Present: Steve Strichman, Rich Nolan, Susan Farrell, Tina Urzan, Anasha Cummings and Stephanie Fitch Absent: Elbert Watson and Hon. Jim Gulli. Also in attendance: Justin Miller Esq., Mary Ellen Flores, Deanna Dal Pos and Denee Zeigler. The meeting was called to order at 10:20 a.m. Mr. Strichman noted that this meeting is being D held via conference call and online due to the Governor’s Executive Order No. 202.1. I. Minutes R The board did not have a quorum of members that were present at the January 17, 2020 meeting. If we have a quorum at the next meeting we will approve them. T The October 18, 2019 minutes will never have a quorum because of Board AF turnover; therefore, the minutes will be certified as accurate and true by the acting secretary. II. Election of Officers, Annual Meeting Resolution, Audit and PARIS report Mr. Strichman noted that the annual meeting resolution contains the election of offices; Justin Nadeau as appointed chair, Elbert Watson as treasurer, Susan Farrell as Secretary and Richard Nolan as vice chair. He added that staff is the same as the previous year; Steven Strichman as executive director, Denee Zeigler as acting secretary, Andrew Kreshik as project manager and Dylan Turk as economic development director. Mr. Miller explained that this resolution also adopts all of the board policies, accepts and approves the yearly audit, election of officers as previously noted and lists Mr. Strichman as the FOIL officer and Justin Nadeau as the FOIL appeals officer. Mr. Miller explained that this resolution also approves the PARIS report. Mr. Strichman asked if the board members had any questions on the revised report that he sent around before the meeting with updated PILOT payment numbers and employment numbers. He noted a few of the projects that did not meet their projected employment numbers; City Station, HV Housing, 33 Second Street and First Columbia. Mr. Nolan asked about the expected vs. actual job numbers and if they are ingrained in the agreements. Mr. Strichman explained yes, there are projected job numbers entered into the original applications and then each year they are required to report their job numbers to us. (See attached Resolution 03/20 #1) 1  Tina Urzan made a motion to approve the Annual Meeting Resolution. Hon. Stephanie Fitch seconded the motion, motion carried. III. Riverwalk, LLC - Supplemental Project Authorizing Resolution Mr. Strichman explained that this resolution that was previously approved requires a minor adjustment, no net change to the project itself. Mr. Miller advised that the application received included only the building parcel. At some point they purchased a parcel located behind the building and they would like to add it to the project description. He noted it is a very small parcel. (See attached Resolution 03/20 #2) Tins Urzan made a motion to approve the Supplemental Project Authorizing Resolution for Riverwalk, LLC. Susan Farrell seconded the motion, motion carried. IV. American Theater Not being presented at this time. V. D Executive Directors Report Mr. Strichman noted that all of the city staff are working remotely and will continue to R work on projects that are outstanding. He added that we are working closely with the Rensselaer County Chamber and the Downtown Troy Bid to get information out to businesses as needed. He advised at this time, no April meeting. VI. Financials T AF Ms. Flores presented the statement of net position to the board. She advised that as of February 29, 2020, the total assets stand at $1.7 million with $1.4 million in cash. The liabilities stand at $1.1 million leaving a fund balance of $678,000. The largest change is the $869,000 in cash that are to be paid to the city. Ms. Flores presented the statement of activity and explained that they have made some changes to the report that show the current period compared to the year and the budget. She noted for the month of February there is a $3,000 deficit. Revenue came from admin fees and interest income. Ms. Flores advised expenses for the month were $9,700; the largest expense came from auditing and accounting. Tina Urzan made a motion to approve the financials as presented. Susan Farrell seconded the motion, motion carried. VII. Old Business No old Business. VIII. New Business No new business. IX. Adjournment 2 With no additional business to discuss, the regular board meeting was adjourned at 11:00 a.m. Tina Urzan made a motion to adjourn the IDA meeting at 11:00 a.m. Rich Nolan seconded the motion, motion carried. D R T AF 3  ANNUAL MEETING RESOLUTIONS A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on March 20, 2020 at 10:00 a.m., local time, at 433 River Street, Troy, New York 12180. Resolution No. 03/20 #1 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) AUTHORIZING (i) THE AUTHORITY AUDIT FOR FISCAL YEAR 2019, (ii) ADOPTING AND RE-ADOPTING CERTAIN REPORTS, POLICIES, STANDARDS AND PROCEDURES RELATING TO THE PUBLIC AUTHORITIES ACCOUNTABILITY ACT OF 2005, AS AMENDED BY CHAPTER 506 OF THE LAWS OF 2009 OF THE STATE OF NEW YORK, (iii) ELECTION OF BOARD OFFICERS; (iv) APPOINTING BOARD COMMITTEE POSITIONS; (iv) RE-APPOINTMENT OF D AUTHORITY STAFF, AND (v) RELATED MATTERS 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 R (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 T AF WHEREAS, pursuant to Section 2 of the Public Authorities Law (“PAL”) of the State, the provisions of the Public Authorities Accountability Act of 2005, as amended by Chapter 506 of the Laws of 2009 of the State of New York (“PAAA”) the Authority constitutes a “local authority”; and WHEREAS, pursuant to and in accordance with PAAA and the By-laws of the Authority, the Board desires to conduct its annual meeting, whereat the Authority shall (i) review and approve the Annual Audit for Fiscal Year 2019; and (ii) adopt and readopt certain policies, standards and procedures pursuant to and in accordance with PAAA; and WHEREAS, pursuant to and in accordance with the By-laws of the Authority, the Board further desires to (i) elect Board Officers; (ii) establish committee memberships; (iii) re-appoint Authority staff; and (iv) authorize related matters. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. Pursuant to PAAA and PARA, the Authority has reviewed the Mission Statement and Performance Measures and the Authority hereby determines that no changes are Page 1 of 5 required to the Mission Statement and Performance Measures and that the same is hereby approved. Section 2. Pursuant to PAAA and PARA, the Authority has reviewed the Investment Policy and Disposition of Property Policy and the Authority hereby determines that no changes are required and that both policies are hereby re-adopted and approved. Section 3. The Authority has reviewed, and upon recommendation by the Audit and Finance Committee, does hereby approve and accept the Annual Audit of the Authority for Fiscal Year 2019 as prepared and presented by Wojeski & Co. CPAs, P.C. Section 4. Annual Officer Election. Upon motion, second and board roll call vote, the following individuals are duly appointed to serve in the respective Officer Positions in accordance with the By-laws of the Authority for the period January 1, 2020 through December 31, 2020: Justin Nadeau, Chair D Rich Nolan, Vice Chair Elbert Watson, Treasurer Susan Farrell, Secretary R All Directors of the Authority shall participate in such required annual and continuing training as may be required to remain informed of best practices, regulatory and statutory changes relating to the effective oversight of the management and financial activities of public T authorities and to adhere to the highest standards of responsible governance. Further, each Director shall execute (i) a Certification of No Conflict of Interest (ii) an Acknowledgement of AF Fiduciary Duties and Responsibilities. Section 5. Audit and Finance Committee. Pursuant to subdivision 4 of Section 2824 of the PAL, and in accordance with the By-laws of the Authority, the following Directors are nominated and confirmed to serve on the Audit and Finance Committee of the Authority for the period January 1, 2020 through December 31, 2020: Committee of the whole The Audit and Finance Committee shall perform the functions as described in the By- Laws. Section 6. Governance Committee. Pursuant to subdivision 7 of Section 2824 of the PAL, and in accordance with the By-laws of the Authority, the following Directors are nominated and confirmed to serve on the Governance Committee of the Authority for the period January 1, 2020 through December 31, 2020: Committee of the whole The Governance Committee shall perform the functions as described in the By-Laws. Page 2 of 5  Section 7. Appointment of Staff. Pursuant to and in accordance with the By-laws of the Authority, the Directors of the Authority hereby ratify the appointment of the following individuals to serve as at will employees in the following appointed positions: Steven Strichman, Executive Director and Chief Executive Officer Denee Zeigler, Acting Secretary Andrew Kreshik, Project Manager Dylan Turek, Economic Development Director The foregoing officers shall enter upon the discharge of their duties as provided in the By-Laws of the Authority. The Board hereby designates the Executive Director as the Authority’s FOIL Officer and Contracting Officer. The Chairman shall serve as the FOIL Appeals Officer of the Authority. Section 8. The Authority hereby authorizes and approves the 2019 Annual Report to be filed with (i) the New York State Authority Budget Office via the Public Authorities D Reporting Information System, and (ii) the appropriate local officials. Section 9. That the budget for fiscal year ending December 31, 2020 and the proposed budgets for fiscal years ending December 31, 2021 through December 31, 2022, R attached hereto, are hereby approved and the Authority ratifies the actions of the officers and directors consistent with each such budget and any payments made thereunder prior to the date of this meeting. T Section 10. The officers, employees and agents of the Authority are hereby authorized AF 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 checks, 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 11. These Resolutions shall take effect immediately. Page 3 of 5  The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows: Member Aye Nay Abstain Absent Justin Nadeau X Richard Nolan X Hon. Anasha Cummings X Elbert Watson X Hon. Jim Gulli X Tina Urzan X Susan Farrell X Stephanie Fitch X D R T AF Page 4 of 5  T AF R D  SUPPLEMENTAL PROJECT AUTHORIZING RESOLUTION (Troy Riverwalk, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on March 20, 2020, at 11:00 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 Justin Nadeau X Hon. Anasha Cummings X Hon. James Gulli X Richard Nolan X Stephanie Fitch X D Elbert Watson Susan Farrell Tina Urzan X X X R The following persons were ALSO PRESENT: Steven Strichman, Justin Miller Esq., Mary Ellen Flores, Deanna Dal Pos and Denee Zeigler. T 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 AF proposed project for the benefit of Troy Riverwalk, LLC, for itself or an entity to be formed. On motion duly made by Tina Urzan and seconded by Susan Farrell, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Justin Nadeau X Hon. Anasha Cummings X Hon. James Gulli X Richard Nolan X Stephanie Fitch X Elbert Watson X Susan Farrell X Tina Urzan X  Resolution No. 03/20 #2 SUPPLEMENTAL PROJECT AUTHORIZING RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) RELATING TO A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT OF TROY RIVERWALK, LLC (THE “COMPANY”) WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, by resolution adopted by the Authority on May 29, 2019 (the “Project Authorizing Resolution”), the Authority authorized the undertaking of a certain Project (the D “Project”) for the benefit of TROY RIVERWALK, LLC, for itself and/or on behalf of an entity to be formed (collectively, the “Company”), consisting of (i) the acquisition by the Authority of a leasehold interest in an approximately .10 acre parcel of land located at 171 River Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 100.60-3-8) and R the existing improvements located thereon consisting of approximately 22,500 sf of multi-story building spaces (the “Existing Improvements”), (ii) the renovation of the Existing Improvements and the planning, design, engineering, construction and operation of a mixed use commercial and residential facility containing approximately 6,000 sf of commercial space and 14 market rate T rental apartment units, all to be leased by the Company to commercial and residential tenants, AF including building improvements, modifications, upgrades, 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, the Company has advised the Authority that the Project and Facility are intended to include an additional unimproved parcel of land located adjacent to the Land, specifically, a .04 acre parcel of land identified as Front Street (East of) and TMID No. 100.60-3- 16 (the “Additional Parcel”), and has asked the Authority to amend the Project Authorizing Resolution and Project to include the Additional Parcel, which despite not being listed in the Company’s Application for Financial Assistance, was included in the Company’s Site Plan approval and related SEQRA review completed by the City Planning Commission; and WHEREAS, the Authority desires to authorize the Company’s request, subject to no other revisions to the Project or any additional financial assistance being conferred.  NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The definition of “Project” as contained within the Project Authorizing Resolution and Agent Agreement are hereby amended to read as follows: TROY RIVERWALK, LLC, for itself and/or on behalf of an entity to be formed (collectively, the “Company”), consisting of (i) the acquisition by the Authority of a leasehold interest in approximately .14 acres of land located at 171 River Street and Front Street (East of), Troy, New York 12180 (the “Land”, being more particularly identified as TMID Nos. 100.60-3- 8 and 100.60-3-16) and the existing improvements located thereon consisting of approximately 22,500 sf of multi-story building spaces (the “Existing Improvements”), (ii) the renovation of the Existing Improvements and the planning, design, engineering, construction and operation of a mixed use commercial and residential facility containing approximately 6,000 sf of commercial space and 14 market rate rental apartment units, all to be leased by the Company to commercial and residential tenants, including building improvements, modifications, upgrades, and related site and exterior improvements (collectively, the “Improvements”), (iii) the acquisition and D 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 R Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company. Section 2. All other provisions contained within the Project Authorizing Resolution T and Agent Agreement shall remain in full force and effect, and no additional financial assistance AF shall be conferred in connection with the approvals provided herein. Section 3. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 4. These Resolutions shall take effect immediately.  T AF R D  INITIAL PROJECT RESOLUTION (701 River Street Associates, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on June 19, 2020 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 Justin Nadeau Richard Nolan Elbert Watson Susan Farrell Hon. Anasha Cummings Hon. Jim Gulli Tina Urzan Stephanie Fitch 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 project previously undertaken 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 Justin Nadeau Richard Nolan Elbert Watson Susan Farrell Hon. Anasha Cummings Hon. Jim Gulli Tina Urzan Stephanie Fitch Page 1 of 5  Resolution No. ____ RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING A SUPPLEMENTAL APPLICATION FROM 701 RIVER STREET ASSOCIATES, LLC (THE “COMPANY”) IN CONNECTION WITH A CERTAIN PROJECT PREVIOUSLY UNDERTAKEN BY THE AUTHORITY (AS FURTHER DEFINED HEREIN); (ii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE CONTEMPLATED BY THE AUTHORITY; (iii) AUTHORIZING THE SCHEDULING AND CONDUCT OF A PUBLIC HEARING; AND (iv) AUTHORIZING THE NEGOTIATION 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, pursuant to a certain Project Authorizing Resolution adopted February 16, 2018 (the “Resolution”), the Authority appointed 701 RIVER STREET ASSOCIATES, LLC (the “Company”) as agent to undertake 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 Page 2 of 5  WHEREAS, the Project was undertaken by the Authority and Company pursuant to the following agreements: (i) an Agent and Financial Assistance and Project Agreement, dated as of September 11, 2018 (the “Agent Agreement”), and (ii) 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”), along with related documents, each dated as of December 20, 2018; and WHEREAS, during the course of construction of the Facility, the building improvements suffered a significant accidental fire loss and casualty, which has delayed the project completion and requires the Company to re-invest significant resources and insurance proceeds to rehabilitate, repair and replace extensive portions of the Facility; and WHEREAS, in furtherance of the foregoing, the Company submitted a supplemental Application for Financial Assistance to the Authority outlining additional amounts of sales and use tax exemption benefits and requesting the Authority’s consideration of an amendment to the Upland Parcel Lease Agreement to memorialize the Authority’s reimbursement of certain qualified Project Expenditures to assist the Company with timely completion of the Project; and WHEREAS, pursuant to the Act, the Authority desires to adopt a resolution describing the Project and the Financial Assistance (as hereinafter defined) that the Authority is contemplating with respect to the Project; and WHEREAS, it is contemplated that the Authority will (i) accept the Application submitted by the Company; (ii) approve the scheduling, notice and conduct of a Public Hearing with respect to the Project; and (iii) approve the negotiation, but not the execution or delivery, of certain documents in furtherance of the Project, as more fully described below. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the Authority. Based upon the representations made by the Company to the Authority in the Company’s application and in related correspondence, the Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and (B) The Authority has the authority to take the actions contemplated herein under the Act; and (C) The action to be taken by the Authority will induce the Company to develop the Project, and otherwise furthering the purposes of the Authority as set forth in the Act; and Page 3 of 5  (D) The Project will not result in the removal of a commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Authority hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and Section 2. The proposed Financial Assistance being contemplated by the Authority includes (i) increased amounts of 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) the reimbursement of certain qualifying Project Expenditures in furtherance of the Project. 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 amendment to the Agent Agreement, (B) an amendment to the Upland Parcel Lease Agreement, and (C) related documents thereto; 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 4. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 5. These Resolutions shall take effect immediately. Page 4 of 5  SECRETARY'S CERTIFICATION STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, ______________________, the undersigned, ____________________ of the Troy Industrial Development Authority (the “Authority”), do hereby certify that I have compared the foregoing extract of the minutes of the meeting of the members of the Authority, including the Resolution contained therein, held on June 19, 2020, 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 __________, 2020. ______________________________ (SEAL) Page 5 of 5  INITIAL PROJECT RESOLUTION (Troy Riverwalk, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on June 19, 2020 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 Justin Nadeau Richard Nolan Elbert Watson Susan Farrell Hon. Anasha Cummings Hon. Jim Gulli Tina Urzan Stephanie Fitch 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 project previously authorized for the benefit of Troy Riverwalk, 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 Justin Nadeau Richard Nolan Elbert Watson Susan Farrell Hon. Anasha Cummings Hon. Jim Gulli Tina Urzan Stephanie Fitch Page 1 of 5  Resolution No. ____ RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING A SUPPLEMENTAL APPLICATION FROM TROY RIVERWALK, LLC (THE “COMPANY”) IN CONNECTION WITH A CERTAIN PROJECT PREVIOUSLY AUTHORIZED BY THE AUTHORITY (AS FURTHER DEFINED HEREIN); (ii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE CONTEMPLATED BY THE AUTHORITY; (iii) AUTHORIZING THE SCHEDULING AND CONDUCT OF A PUBLIC HEARING; AND (iv) AUTHORIZING THE NEGOTIATION 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, pursuant to a certain Project Authorizing Resolutions adopted May 29, 2019 and March 20, 2020 (collectively, the “Resolution”), the Authority appointed TROY RIVERWALK, LLC (the “Company”) as agent to undertake a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in approximately .14 acres of land located at 171 River Street and Front Street (East of), Troy, New York 12180 (the “Land”, being more particularly identified as TMID Nos. 100.60-3-8 and 100.60-3-16) and the existing improvements located thereon consisting of approximately 22,500 sf of multi-story building spaces (the “Existing Improvements”), (ii) the renovation of the Existing Improvements and the planning, design, engineering, construction and operation of a mixed use commercial and residential facility containing approximately 6,000 sf of commercial space and 14 market rate rental apartment units, all to be leased by the Company to commercial and residential tenants, including building improvements, modifications, upgrades, 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, the Company has submitted an updated Application and advised the Authority that they have undertaken certain design changes for the Facility, including the increase of apartment units from 14 to 18, and that the financing of same will require modifications to the PILOT Agreement previously approved by the Authority; and Page 2 of 5  WHEREAS, pursuant to the Act, the Authority desires to adopt a resolution describing the Project and the Financial Assistance (as hereinafter defined) that the Authority is contemplating with respect to the Project; and WHEREAS, it is contemplated that the Authority will (i) accept the Application submitted by the Company; (ii) approve the scheduling, notice and conduct of a Public Hearing with respect to the Project; and (iii) approve the negotiation, but not the execution or delivery, of certain documents in furtherance of the Project, as more fully described below. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the Authority. Based upon the representations made by the Company to the Authority in the Company’s application and in related correspondence, the Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and (B) The Authority has the authority to take the actions contemplated herein under the Act; and (C) The action to be taken by the Authority will induce the Company to develop the Project, and otherwise furthering the purposes of the Authority as set forth in the Act; and (D) The Project will not result in the removal of a commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Authority hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and Section 2. The definition of “Project” as contained within the Project Authorizing Resolution and Agent Agreement are hereby amended to read as follows: TROY RIVERWALK, LLC, for itself and/or on behalf of an entity to be formed (collectively, the “Company”), consisting of (i) the acquisition by the Authority of a leasehold interest in approximately .14 acres of land located at 171 River Street and Front Street (East of), Troy, New York 12180 (the “Land”, being more particularly identified as TMID Nos. 100.60-3- 8 and 100.60-3-16) and the existing improvements located thereon consisting of approximately 22,500 sf of multi-story building spaces (the “Existing Improvements”), (ii) the renovation of the Page 3 of 5 Existing Improvements and the planning, design, engineering, construction and operation of a mixed use commercial and residential facility containing approximately 6,000 sf of commercial space and 18 market rate rental apartment units, all to be leased by the Company to commercial and residential tenants, including building improvements, modifications, upgrades, 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. Section 3. 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 4. 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 and negotiate (but not execute or deliver) the terms of (A) an Agent and Financial Assistance and Project Agreement (the “Agent Agreement”), (B) a Lease Agreement, pursuant to which the Company leases the Project to the Authority (or, a Deed of conveyance to the Authority whereby the Authority will acquire fee title to the Land and Project), (C) a related Leaseback Agreement, pursuant to which the Authority leases its interest in the Project back to the Company, (D) a PILOT Agreement, pursuant to which the Company agrees to make certain payments in-lieu-of real property taxes, and (E) related documents thereto; provided (i) the rental payments under the Leaseback Agreement 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 5. 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 6. These Resolutions shall take effect immediately. Page 4 of 5  SECRETARY'S CERTIFICATION STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, ______________________, the undersigned, ____________________ of the Troy Industrial Development Authority (the “Authority”), do hereby certify that I have compared the foregoing extract of the minutes of the meeting of the members of the Authority, including the Resolution contained therein, held on June 19, 2020, 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 __________, 2020. ______________________________ (SEAL) Page 5 of 5