Troy Industrial Development Authority

Board Members Chair Josh Chiappone Justin Nadeau Susan Farrell Vice Chair Elbert Watson Hon. Anasha Cummings Hon. Jim Gulli Stephanie Fitch Executive Director Latasha Gardner Steven Strichman BOARD OF DIRECTORS MEETING CITY HALL PLANNING DEPT. CONFERENCE ROOM 433 RIVER STREET, SUITE 5001 TROY, NY 12180 DECEMBER 17, 2021 10:00 a.m. I. Approval of Minutes from the October 29, 2021 meeting. II. Executive Director’s Report III. Fourth Street Troy, LLC – Supplemental Project Authorizing Resolution IV. Monument Square Redevelopment – Authorizing Resolution V. HRP – Environmental Investigation VI. Old Business VII. New Business VIII. Financials IX. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  October 29, 2021 10:00 AM Regular Board Meeting This meeting was held via Zoom Present: Justin Nadeau, Susan Farrell, Elbert Watson, Josh Chiappone, Stephanie Fitch and Latasha Gardner. Absent: Hon. Jim Gulli and Hon. Anasha Cummings Also in attendance: Steven Strichman, Justin Miller Esq., Mary Ellen Flores, Matt Jones, Sharon Martin and Denee Zeigler. I. MinutesD R The board reviewed the minutes from September 24, 2021. Latasha Gardner made a motion to approve the September 24, 2021 board meeting minutes. T Susan Farrell seconded the motion. Stephanie Fitch and Josh Chiappone abstained. AF Motion passed 4-2 II. Budget Mr. Strichman distributed a copy of the draft budget and explained the differences between the actual and proposed budget amounts for last year; revenue was low and expense high. Mr. Strichman explained that the project pipeline is starting to fill up again and we are anticipating some project fees to be received in the upcoming year. He also advised that we will be receiving funding from the 701 River Street project. Mr. Strichman advised the remaining expenses are made up of regular professional fees and open projects that will be paid out in the upcoming year. Stephanie Fitch made a motion to approve the 2022 budget as presented. Josh Chiappone seconded the motion, motion carried. III. Administrative Funding Agreement Mr. Strichman noted the annual fee of $100,000 is what we pay to the city as a reimbursement for the use of staff. He noted the reimbursement has been the same for several years, but the city did make a request to increase the amount in 2023. Mr. Watson asked how long it has been at this amount. Mr. Strichman advised as long as he has been here; five years. He added that there have been some union contract updates 1  that account for the increase. Mr. Fitch asked when we usually pay it and if it has been paid this year. Mr. Strichman advised that it is paid by year end and we have not paid it for 2021. Sue Farrell made a motion to approve the administrative funding agreement to reimburse the city in the amount of $100,000 for shared staff. Stephanie Fitch seconded the motion, motion carried. IV. Executive Director’s Report and Old/New Business Upcoming projects – Mr. Strichman advised that there are three upcoming projects for First Columbia; grocery store, rock wall and senior center. He advised the Trojan Hotel also has a new owner that may be submitting an application to us for funding of a mixed use project. Mr. Strichman noted that the Cannon building is also undergoing renovation and they may come to us. City Station North – Mr. Strichman advised this project is planning on closing by the end of this year. Victorian Stroll – Mr. Strichman advised that the Rensselaer County Chamber sent in a request for a sponsorship in the amount of $2,400. He advised we a yearly sponsors of the event. D CDFA Membership – Mr. Strichman advised the yearly membership dues is being sent out for the Council of Development Finance Agencies. He advised they offer training and R assistance for some of the projects we are a part of. Douw Street Properties – Mr. Strichman advised that we are still in negotiations to acquire some properties on Douw Street, but will have updates at future meetings. V. Financials T AF Ms. Flores presented the statement of financial position to the board. She advised that as of September 30, 2021, there is $706,444 in assets and $251,555 in cash. She advised $298,428 in liabilities, leaving a fund balance of $411,670. No significant changes. Ms. Flores presented the statement of activity for September and explained there is a surplus of $6,245 due to normal expenses. Ms. Flores advised the most significant expense was in architectural and engineering for the South Troy Industrial access road. Mr. Watson asked about the receivables. Ms. Flores advised they are PILOTs that we are expecting to collect. Mr. Miller advised that PILOTs must be collected for projects that are starting new ventures. He added that any late PILOTs will have fees assessed according to their agreement. Stephanie Fitch made a motion to approve the financials as presented. Josh Chiappone seconded the motion, motion carried. VI. Adjournment With no additional business to discuss, the IDA board meeting was adjourned at 10:23 a.m. Stephanie Fitch made a motion to adjourn IDA board meeting at 10:23. Josh Chiappone seconded the motion, motion carried. 2  SUPPLEMENTAL PROJECT AUTHORIZING RESOLUTION (Fourth Street Troy, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on December 17, 2021 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 Aye Nay Abstain Absent Justin Nadeau Elbert Watson Susan Farrell Hon. Anasha Cummings Hon. Jim Gulli Josh Chiappone Stephanie Fitch Latasha Gardner 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 for the benefit of Fourth Street Troy, 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 Elbert Watson Susan Farrell Hon. Anasha Cummings Hon. Jim Gulli Josh Chiappone Stephanie Fitch Latasha Gardner Page 1 of 5  Resolution No. ____ RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) AUTHORIZING THE PROVISION OF ADDITIONAL FINANCIAL ASSISTANCE IN CONNECTION WITH A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) PREVIOUSLY UNDERTAKEN BY THE AUTHORITY FOR THE BENEFIT OF FOURTH STREET TROY, LLC (THE “COMPANY”); AND (ii) 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, pursuant to a certain Project Authorizing Resolution adopted by the Authority on September 21, 2018 (the “Project Authorizing Resolution”), the Authority authorized the undertaking with a certain project (the “Project”) for the benefit of FOURTH STREET TROY, 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 two parcels of land located at 144-146 Fourth Street and 134-142 Fourth Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID Nos. 101.61-7-22 and 101.61-7- 2) and the existing building structures and improvements located thereon consisting principally of a vacant former bank branch building and related parking and site improvements (the “Existing Improvements”), (ii) the demolition of portions of the Existing Improvements and the planning, design, engineering, construction, of an approximately 94,000 square foot, five story mixed use commercial and residential facility containing approximately 2,000 to 3,000 square feet of commercial space and approximately 80 market rate rental apartment units, all to be leased by the Company to residential and commercial tenants, including exterior access and egress improvements, curbage, parking and related exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company; and WHEREAS, pursuant to and in accordance with the Project Authorizing Resolution, the Authority and Company entered into certain documents and agreements, including an Agent and Financial Assistance and Project Agreement (the “Agent Agreement”, dated as of December 13, 2018, as amended), along with additional documents dated as of October 28, 2019, including a Lease Agreement (the “Lease Agreement”), Leaseback Agreement (the “Leaseback Page 2 of 5 Agreement”), Payment-in-lieu-of-Tax Agreement (the “PILOT Agreement”), PILOT Mortgage (the “PILOT Mortgage”), and related documents (collectively, the “Authority Documents”); and WHEREAS, pursuant to the Authority Documents, the Authority (i) acquired a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement, (ii) appointed 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) provided certain forms of Financial Assistance to the Company (the “Financial Assistance”), including (a) mortgage recording tax exemption(s) relating to one or more financings secured in furtherance of the Project; (b) a sales and use tax exemption for purchases and rentals related to the construction and equipping of the Project; and (c) a partial real property tax abatement structured through the PILOT Agreement; and WHEREAS, in addition to the Authority Documents, the Authority and Company also entered into that certain (i) Fee, Leasehold and Subleasehold Building Loan Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing and (ii) Assignment of Leases and Rents (Building Loan), (iii) Fee, Leasehold and Subleasehold Project Loan Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, and (iv) Assignment of Leases and Rents (Project Loan), each dated as of October 24, 2019 (collectively the “Mortgages”), for purposes of securing obligations of the Company relating to certain loans (the “Loans”) made to the Company by Citizens Bank, N.A. (the “Construction Lender”) in the amount of $15,853,326.00, which at the time of closing resulted in the Authority providing a partial amount of the Financial Assistance approved for the Project in the form of mortgage recording tax exemption(s) relating to one or more financings secured in furtherance of the Project ($158,533.26 of the maximum approved amount of $168,140.00); and WHEREAS, the Company has requested the Authority’s approval to enter into a certain permanent mortgage and related documents for the Project (collectively, the “Permanent Mortgage Documents”) in the total maximum principal amount of $19,000,000.00 in favor of CAPITAL COMMUNICATIONS FEDERAL CREDIT UNION (the “Permanent Lender”), and in connection with same, is requesting the Authority’s approval to provide additional Financial Assistance in the amount of $21,860.00 in mortgage recording tax exemptions for the Permanent Mortgage Documents (the “Supplemental Assistance”, being under $100,000 and for which no additional or supplemental public hearing is required); and WHEREAS, the Company has also requested the Authority’s approval to extend the expiration date of the Company’s appointment as agent to complete the fit up of the commercial space located within the Project, which will require no additional approvals for Financial Assistance in the form of sales and use tax exemptions (the “Agent Extension”), such Agent Extension requiring the execution of an amendment to the Agent Agreement and related documents; and WHEREAS, the Authority desires to authorize the execution and delivery of the Permanent Mortgage Documents, Agent Extension and provision of the Supplemental Assistance to the Company in furtherance of the Project. Page 3 of 5  NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. Subject to the Company’s payment of all fees and costs of the Authority in connection with same, the Authority hereby authorizes the execution and delivery of the Permanent Mortgage Documents, the Agent Extension and the provision of the Supplemental Assistance to the Company in furtherance of the Project. Section 2. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive Officer of the Authority are hereby authorized, on behalf of the Authority, to execute and deliver the Permanent Mortgage Documents, Agent Extension and related instruments, 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 the Permanent Lender, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby authorized to affix the seal of the Authority 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 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. 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 December 17, 2021, 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 __________, 2021. ______________________________ (SEAL) Page 5 of 5  AUTHORIZING RESOLUTION (Monument Square Redevelopment – Waterfront Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on December 17, 2021 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 Present Absent Justin Nadeau Elbert Watson Susan Farrell Hon. Anasha Cummings Hon. Jim Gulli Josh Chiappone Stephanie Fitch Latasha Gardner The following persons were ALSO PRESENT: Steven Strichman, Justin Miller Esq., Mary Ellen Flores. 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 Monument Square Project related to a pending Authority project undertaken with and for the benefit of Troy Local Development Corporation. 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 Josh Chiappone Stephanie Fitch Latasha Gardner Page 1 of 6  Resolution No. RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ESTABLISHING A MONUMENT SQUARE WATERFRONT REDEVELOPMENT INITIATIVE (THE “MS WATERFRONT PROJECT”, AS MORE PARTICULARLY DESCRIBED HEREIN); (ii) AUTHORIZING THE ENGAGEMENT OF LEGAL AND FINANCIAL SERVICES PROFESSIONALS TO ESTABLISH PROJECT OWNERSHIPS AND FINANCING (iii) 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, the Authority will undertake a certain project (the “Project”) for the benefit of the Troy Local Development Corporation (the “Company”) consisting of (i) the development of a public private partnership on , Troy, New York 12180 (the “Land”, being more particularly described as TMID No’s 111.75-1-1./1 comprised of approximately 16.16 acres, and 111.67-1- 3./2, comprised of approximately 4.41 acres), along with the existing building improvements, infrastructure, roadway and other improvements located thereon (the “Existing Improvements”), (ii) undertaking certain planning, design, engineering and permitting activities relating to the Land, Existing Improvements and Facility for future development by the Company as a multi- tenanted commercial and industrial park (collectively, the “Redevelopment Plan”), including certain site stabilization, demolition, excavation and other remediation activities in and around the Land and Existing Improvements (the “Site Work”, and together with the Land and Existing Improvements, the “Facility”), and (iii) the lease by the Authority of the Facility back to the Company for (a) the continued leasing of certain portions of the Existing Improvements for commercial operations and (b) the undertaking by the Company of the Redevelopment Plan and Site Work; and WHEREAS, the Authority will continue to assist the Company with the undertaking of the Project, which is a priority redevelopment initiative of the City and key component of the redevelopment and enhancement of the City’s waterfront and Riverwalk; and WHEREAS, in furtherance of the foregoing, the Authority desires to establish a Monument Square Waterfront Initiative (the “MS Waterfront Project”), whereby the Authority Page 2 of 6 will undertake certain financial structuring, studies and investigations to further not only the Project with the Company, but also the future overall redevelopment of the Monument Square Waterfront area including Riverfront Park; and WHEREAS, in furtherance of the MS Waterfront Project, the Authority desires to establish a budget and engage professionals to structure financial ownership and development models for redevelopment of the Monument Square site and adjacent amenitiesall as more particularly set forth herein. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. 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, including the undertaking of the Waterfront Project; and (C) The action to be taken by the Authority will help the Company and other entities develop properties in the South Troy Waterfront Area, thereby facilitating investment, redevelopment and 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 Authority has identified the Waterfront Project as a “Type II” Action pursuant to the State Environmental Quality Review Act (“SEQRA”), for which no formal review is necessary. Section 2. The Authority hereby establishes the MS Waterfront Project, with an initial budget of $80,000.00 to engage engineers and professionals to undertake financial planning structuring and investigatory reports and studies. Section 3. In furtherance of the MS Waterfront Project, the Authority hereby authorizes the engagement of Walsh and Walsh LLP to develop a Condominium Declaration as more particularly described in the proposal attached hereto as Exhibit A (the “Engagement”), and in an amount not to exceed $22,500, with a matching amount being paid by Hoboken Brownstone through a Local Development Corporation Escrow Account established as part of the Monument Square Land Development Agreement. 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 the Engagement, along with related documents. 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 Page 3 of 6 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 6  SECRETARY'S CERTIFICATION STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, Denee Zeigler, the undersigned, Acting Secretery 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 20, 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 20th day of November 2020. ______________________________ (SEAL) Page 5 of 6  EXHIBIT A PROPOSED ENGAGEMENT Page 6 of 6  WALSH & WALSH, LLP ATTORNEYS AT LAW 42 LONG ALLEY SARATOGA SPRINGS, NEW YORK 12866 - 2116 JOSEPH M. WALSH TELEPHONE: ( 5 1 8 ) 5 8 3 - 0 1 7 1 MARIAN WAIT WALSH FACSIMILE: ( 5 1 8 ) 5 8 3 - 1 0 2 5 JOAN B. BLEIKAMP E-MAIL: WWLLP@SPALAW2.COM JESSE P. SCHWARTZ November 23, 2021 Steven Strichman, Executive Director via Email to steven.strichman@troyny.gov Troy Local Development Corporation 433 River Street, Suite 5001 Troy, New York 12180 RE: One Monument Square Dear Mr. Strichman: This letter replaces and updates my original Engagement Letter dated January 9, 2020, in connection with the Troy Local Development Corporation (“TLDC”) development of a mixed-use condominium project that will entail both “public” and “private” uses, functions and ownership. As we previously discussed, my firm’s involvement, scope of services will entail the services described below and such services will be provided based on the billing provisions also described below. Based on our conversation, I anticipate the following professional services will be provided by us: Prepare a Condominium Declaration and By-Laws for the creation of a Two Unit, Mixed Use Condominium, with one Unit being the TLDC-owned public space(s), and the second Unit being the Preferred Developer’s private space(s) and secure a "No-Action" Letter from the New York State Department of Law authorizing the creation of the Condominium, in accordance with the Department of Law's Rules and Regulations, Policy Statements and Memoranda governing No-Action Letters for Mixed-Use Condominiums, which may, or may not, include market rate housing components. (Initially, the condominium can consist of more than 2 units, but often times only one unit is defined—such as the public space in this project--, and the balance of the entire building area is initially described as the second unit, which can be further subdivided into additional units in the future by amending the No- Action Letter.) With respect to the Application to the NYS Department of Law (DOL) for a No-Action Letter we will prepare all the Application documents based on the information you provide. We estimate that the No-Action Letter Application process will entail approximately 80 – 120 hours of time to the point the No-Action Letter issues. This range of estimated time equates to a fee range of $28,800 - $43,200. This range assumes a No-Action letter filing will be granted by DOL. If a full condominium offering plan is required, the fee range could be 25% higher. November 23, 2021 Page 2 of 5 We have no way to accurately estimate how much time we will incur, but we will devote as much time as is needed to accomplish these tasks based on your specific instructions. I will have the primary responsibility for representing you, but you will have access to all of the attorneys of our firm. I will utilize such other attorneys and legal assistants in our firm as are appropriate, in the best exercise of my professional judgment. If at any time you have questions or preferences, you should feel free to express them. 1. Rates for Legal Services Our current hourly rates for attorneys and other members of the staff are as follows: Attorneys $360.00 per hour Legal Assistants $110.00 per hour These rates will remain in effect through December 31, 2022. These rates are increased on an annual basis each January (starting in 2023) to reflect cost of living and overhead expense increases. Such annual increases generally do not exceed $10 – $15 per hour. 2. Disbursements In addition to our hourly rates for legal services, we will request fees and costs in advance, or will bill you for reimbursement for any expenses or disbursements incurred by the Firm on your behalf, including filing fees, recording fees, fees for title searches, investigative expenses, facsimile transfer charges, photocopying charges and any other reasonable expense incurred or to be incurred in performing the services to be provided under this agreement. We may request that you pay the provider of any such services directly. 3. Billing Our billing statements provide an itemized description of work performed in tenths of an hour increments. If requested by you, we will furnish supporting information for any disbursements. We usually bill monthly on the first of the month. Our statements provide an itemized description of work performed and payment is due within thirty (30) days of receipt. We reserve the right to charge interest at nine percent (9%) per annum on any account balance that remains unpaid for more than sixty (60) days. 4. Fee Disputes In the event that a dispute arises between us relating to our fees, you may have the right to arbitrate the dispute pursuant to Part 137 of the Rules of the Chief Administrator of the Courts, a copy of which will be provided to you upon request. Also enclosed for your information is a Statement of Client’s Rights. WALSH2LAW.COM November 23, 2021 Page 3 of 5 5. Retainer No retainer is required. 6. Records and File Retention Please note that you will receive copies of all significant correspondence and pleadings and other documents that we either receive from others or generate in the course of our representation. You should retain these copies as your permanent file for this matter. Please note that we are required to retain your file for seven years after the file is "closed", but after that seven-year period we will at some point destroy the file. 8. Termination You may terminate this representation at any time with or without cause by notifying us in writing of your desire to do so. Upon receipt of the notice to terminate representation, we will cease all legal work on your behalf immediately. You will be responsible for paying all legal fees, expenses and disbursements incurred on your behalf in this matter until written notice of termination is received by our firm. 9. Electronic Data Communication and Storage In the interest of facilitating our services to you, we may communicate with you or others by email, facsimile transmission, send data over the Internet, store electronic data via computer software applications hosted remotely on the Internet, or allow access to data through third-party vendors’ secured portals or clouds. Electronic data that is confidential to your case may be transmitted or stored using these methods. In using these data communication and storage methods, our firm makes reasonable efforts to keep such communications and data access secure in accordance with our obligations under applicable laws and professional standards. You recognize and accept that we have no control over the unauthorized interception or breach of any communications or data once it has been sent or has been subject to unauthorized access, notwithstanding all reasonable security measures employed by us or our third-party vendors. You consent to our use of these electronic devices and applications and submission of confidential client information to third-party service providers during this engagement. We thank you for the opportunity to be considered for providing legal services in connection with the proposed project. WALSH2LAW.COM November 23, 2021 Page 4 of 5 If you choose to retain us for the services, please sign and return this Engagement Letter to signify your agreement to the matters stated above. Very truly yours, WALSH & WALSH, LLP Joseph M. Walsh JMW/lm cc: Dylan Turek, Director of Economic Development (via email to dylan.turek@troyny.gov) Enclosure Terms accepted. Troy Local Development Corporation By: ______________________ Steven Strichman, Executive Director Condos/7785 One Monument Square/7785 Strichman-Troy Local Development Corp Engagement Ltr 11-23-21 WALSH2LAW.COM November 23, 2021 Page 5 of 5 STATEMENT OF CLIENT’S RIGHTS 1. You are entitled to be treated with courtesy and consideration at all times by your lawyer and the other lawyers and personnel in your lawyer’s office. 2. You are entitled to an attorney capable of handling your legal matter competently and diligently, in accordance with the highest standards of the profession. If you are not satisfied with how your matter is being handled, you have the right to withdraw from the attorney-client relationship at any time (court approval may be required in some matters and your attorney may have a claim against you for the value of services rendered to you up to the point of discharge). 3. You are entitled to your lawyer’s independent professional judgment and undivided loyalty uncompromised by conflicts of interest. 4. You are entitled to be charged a reasonable fee and to have your lawyer explain at the outset how the fee will be computed and the manner and frequency of billing. You are entitled to request and receive a written itemized bill from your attorney at reasonable intervals. You may refuse to enter into any fee arrangement that you find unsatisfactory. In the event of a fee dispute, you may have the right to seek arbitration; your attorney will provide you with the necessary information regarding arbitration in the event of a fee dispute, or upon your request. 5. You are entitled to have your questions and concerns addressed in a prompt manner and to have your telephone calls returned promptly. 6. You are entitled to be kept informed as to the status of your matter and to request and receive copies of papers. You are entitled to sufficient information to allow you to participate meaningfully in the development of your matter. 7. You are entitled to have your legitimate objectives respected by your attorney, including whether or not to settle your matter (court approval of a settlement is required in some matters). 8. You have the right to privacy in your dealings with your lawyer and to have your secrets and confidences preserved to the extent permitted by law. 9. You are entitled to have your attorney conduct himself or herself ethically in accordance with the Code of Professional Responsibility. 10. You may not be refused representation on the basis of race, creed, color, religion, sex, sexual orientation, age, national origin or disability. 11. In the event of a fee dispute, you may have the right to seek arbitration; your attorney will provide you with the necessary information regarding arbitration in the event of a fee dispute, or upon request. WALSH2LAW.COM November 8, 2021 Mr. Steven Strichman Troy Industrial Development Authority 433 River Street, Suite 5001 Troy, New York 12180 RE: PROPOSAL FOR A PHASE I ENVIRONMENTAL SITE ASSESSMENT FOR THE PROPERTY LOCATED AT 744 PAWLING AVENUE, TROY, NY (HRP PROPOSAL #P160.03, OPP13570-2021) Dear Mr. Strichman: HRP is pleased to submit the following proposal to complete a Phase I Environmental Site Assessment (Phase I ESA) at the 11.06-acre property referenced above. The Phase I ESA will conform to the scope recommended by the American Society for Testing and Materials (ASTM) "Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process" (E 1527-13). HRP recognizes the addressee of this proposal as the “User” of the Phase I ESA report in accordance with ASTM E1527-13. The U.S. Environmental Protection Agency (EPA) has published a final rule (Final Rule) adopting ASTM E1527-13 as a standard satisfying the “all appropriate inquiries” (AAI) requirement for landowner liability defenses under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) as specified in 40 CFR Part 312, Standards and Practices for All Appropriate Inquiries (AAI). These include the innocent landowner, contiguous property owner, and bona fide prospective purchaser liability defenses. SCOPE OF SERVICES Standard Environmental Record Sources Review According to ASTM standard practice for conducting a review of reasonably ascertainable and practically reviewable environmental records, the following standard environmental record sources will reviewed for information concerning the site within the specified minimum search distance as listed below: a. Federal National Priority List (NPL) - 1.0 mile (1.6km) b. Federal Delisted NPL – 0.5 mile (0.8 km) c. Federal CERCLIS- 0.5 mile (0.8 km) d. Federal CERCLIS NFRAP - 0.5 mile (0.8 km) e. Federal RCRA CORRACTS - 1.0 mile (1.6 km) f. Federal RCRA Non - CORRACTS TSD – 0.5 mile (0.8 km) g. Federal RCRA generators – property and adjoining properties h. Federal institutional control/engineering control registries – property only i. Federal Emergency Response Notification Systems (ERNS) - property only j. State Inventory of Hazardous Waste Sites - 1.0 mile (1.6 km) k. State and tribal Landfill or solid waste disposal sites – 0.5 mile (0.8km) Steven Strichman November 8, 2021 Page 2 l. State leaking underground storage tank list - 0.5 mile (0.8 km) m. State registered underground storage tank list - property and adjoining properties n. State institutional control/engineering control registries – property only o. State voluntary cleanup sites – 0.5 mile (0.8 km) p. State Brownfield sites – 0.5 mile (0.8 km) Regulatory Agency File and Records Review HRP will review reasonable ascertainable and practically reviewable environmental records, as made available by the applicable Federal, State, and local staff directly, through Freedom of Information (FOI) requests, or on-line sources. Standard Historical Sources Standard historical sources will be reviewed to develop a history of the previous uses of the property and surrounding area, in order to help identify the likelihood of past uses having led to recognized environmental conditions in connection with the property. These historical sources may include: a. Aerial Photographs b. Fire Insurance Maps c. Property Tax Files d. Recorded Land Title Records e. Historical Topographic Maps f. Local Street Directories g. Building Department Records h. Zoning/Land Use Records i. Other historical sources Site Reconnaissance The objective of the site reconnaissance is to obtain information indicating the likelihood of the presence of recognized environmental conditions in connection with the Property. The Site and area operations will be recorded upon HRP's inspection of the Property with a knowledgeable site contact. As applicable, HRP will document the following features (in text and on site figures) that may have currently or historically contributed to site contamination: a. Storage tanks b. Raw material handling and storage areas c. Hazardous, industrial or commercial waste handling and storage areas d. Sanitary sewers e. Septic systems, leaching fields f. Catch basins, storm sewers g. Floor drains, dry wells, and sumps h. Electric equipment (transformers, capacitors, rectifiers, etc.) Geologic and hydrogeologic information at the Property and in its vicinity will be presented based on field observations and available published data. Groundwater and surface water for the area will be discussed along with identified potable water supply sources. \\HRP-NY-FS1\Home\MARKETING\Proposals\Troy\744 Pawling Avenue\Troy IDA P1 Troy NY 2021.docx Steven Strichman November 8, 2021 Page 3 Interviews The objective of interviews is to obtain information indicating the likelihood of recognized environmental conditions in connection with the Property. Interviews with past and present owners, operators, and occupants of the Property consist of questions regarding the property and the existence of recognizable environmental conditions or other environmental concerns. Questions may be asked in person, by telephone, or in writing, and at the discretion of the environmental professional. It is at the discretion of the environmental professional whether to ask questions before, during, or after the site visit. Written Environmental Site Assessment Report HRP will prepare a written report that identifies our findings, opinions, and conclusions resulting from the assessment in accordance with ASTM E1527-13. HRP’s report will include certain documentation and references to support HRP’s conclusions. The report will identify the environmental professional and the person(s) who conducted the site reconnaissance and interviews. In addition, the report will state whether the User reported to the environmental professional any information pursuant to the User’s responsibilities. A separate cover letter will also be provided, which will offer HRP’s recommendations, if any, based on the conclusions of this assessment. An electronic copy of the report will be delivered to the Client. Upon request, one (1) hard copy may be provided. Additional printed copies of the report may be provided at a Time and Materials rate, plus shipping costs. USER QUESTIONNAIRE As required by ASTM E 1527-13, The Troy Industrial Development Authority, as User of this ESA, should complete the attached USER QUESTIONNAIRE and return it to HRP. The User should provide all available data to HRP during this assessment as detailed in the attached USER QUESTIONNAIRE and in accordance with ASTM E 1527-13. This includes a review of recorded land title records (see below). The completed USER QUESTIONNAIRE will be appended to the ESA report, and information from the questionnaire will be incorporated into the Phase I ESA report. REVIEW OF RECORDED LAND RECORDS AND ENVIRONMENTAL LIEN SEARCH To satisfy the requirements of ASTM E 1527-13, one of the USER’s responsibilities is to provide the Environmental Professional with a review of recorded land title records to allow a search for Environmental Liens and Activity and Use Limitations (AULs) on the Property. If the USER does not provide this information, this may result in a data gap that will be noted in the Phase I ESA report, which could affect the USER’s ability to use the Landowner Liability Protections under CERCLA and AAI. Please indicate the selected recorded land title records and environmental liens review option below by checking the appropriate box below and returning a copy of this completed proposal to HRP: ▪ Option 1:___ The User will provide HRP a 50-year chain of title and environmental lien \\HRP-NY-FS1\Home\MARKETING\Proposals\Troy\744 Pawling Avenue\Troy IDA P1 Troy NY 2021.docx Steven Strichman November 8, 2021 Page 4 search. The document must be a full listing of ownership and recorded liens during the past 50 year period. ▪ Option 2:___ HRP will engage a commercial provider to procure a 50-year chain of title and environmental lien search at an additional cost of $400.00 per parcel. Note: this cost may be higher depending on the complexity of the title and number of historical owners. ▪ Option 3:___ The User will not provide a review of recorded land title records (i.e., a title and lien search) as part of this assessment at this time. PROJECT BUDGET AND SCHEDULE This Phase I ESA shall be prepared for the lump sum fee of $3,500. The project can be completed within two (2) weeks of written authorization to proceed or unless otherwise specified, upon receipt of written authorization to proceed, subject to the availability of site plans, a cooperative site contact, and permission to enter the property. We understand that Troy IDA will provide access to the site and site buildings. AUTHORIZATION TO PROCEED Before HRP begins work on this project, we require the following information: 1. An original copy of this completed proposal and the signed original copy of the attached “Terms and Conditions” authorizing us to proceed with the work described above. Please retain a copy of the original proposal and the signed “Terms and Conditions” for your records. 2. The name, title, and telephone number of the most knowledgeable site contact to be interviewed by HRP. 3. A site plan (best available survey or site map) of the property. 4. Authorization from the site owner (if necessary) to enter the site and perform the specified Scope of Services. Costs quoted do not include sales, use and other taxes imposed upon the goods and services provided, which will be added to invoices as applicable. If you have any questions about this proposal, please do not hesitate to contact us. Sincerely, James Charter Jesse Zahn, CHMM, PG Senior Project Scientist Regional Manager \\HRP-NY-FS1\Home\MARKETING\Proposals\Troy\744 Pawling Avenue\Troy IDA P1 Troy NY 2021.docx  PHASE I ESA USER’S QUESTIONNAIRE In order to qualify for protection from land owner liability under CERCLA as an innocent landowner, bona fide prospective purchaser, or contiguous property owner, ASTM standard practice E1527-13 and the federal AAI rule (40 CFR 312) require that the User of the Phase I ESA report provide certain information (if available) to the Environmental Professional completing the assessment. Failure to provide this information could result in a determination that “all appropriate inquiry” is not complete. Information that is not or cannot be provided to the Environmental Professional may be identified as a “data gap” in the Phase I ESA report. Please answer the following questions as completely as possible. Attach additional pages as needed. 1. Property Information. Property Name: Property Address: Property Owner Name: 2. Environmental Cleanup Liens. Are you aware of any environmental cleanup liens against the property that are filed or recorded under federal, tribal, state or local law? Yes No If yes, describe or attach details of the lien. _______________________________________________________ 3. Activity and Land Use Limitations. Are you aware of any activity and use limitations, such as engineering controls, land use restrictions, or institutional controls that are in place at the property and/or have been filed or recorded as applicable to the property as a result of environmental contamination, investigation, cleanup, or related matters? Yes No If yes, describe or attach details of the limitations. _______________________________________________________ 4. Specialized Knowledge or Experience. As the User of this ESA, do you have any specialized knowledge or experience related to the property or nearby properties? For example, are you involved in the same line of business as the current or former occupants of the property or an adjoining property, such that you would have specialized knowledge about chemicals and processes used by this type of business? Yes No If yes, describe or attach details of your specialized knowledge or experience. _______________________________________________________ 5. Relationship of Purchase Price to Fair Market Value of Property. Does the \\HRP-NY-FS1\Home\MARKETING\Proposals\Troy\744 Pawling Avenue\Troy IDA P1 Troy NY 2021.docx  purchase price being paid for this property reasonably reflect the fair market value of the property? If you conclude that there is a difference, do you have any reason to believe that the reduced purchase price may be related to contamination known or believed to be present at the property? Yes, I have reason to believe that the purchase price for the property has been reduced in comparison with the fair market value due to contamination known or believed to be present at the property? No, I have no reason to believe that the purchase price for the property has been reduced in comparison with the fair market value due to contamination known or believed to be present at the property? Not applicable. User is not involved in a purchase of the property. 6. Commonly Known or Reasonably Ascertainable Information. Are you aware of commonly known or reasonably ascertainable information about the property that would help the Environmental Professional to identify conditions indicative of releases or threatened releases of hazardous substances or petroleum products? For example: Do you know the past uses of the property? Yes (describe) __________________________________________ No Do you know of chemicals, hazardous substances or petroleum products that are present or once were present at the property? Yes (describe) __________________________________________ No Do you know of spills or other releases of chemicals, hazardous substances or petroleum products that have taken place at the property? Yes (describe) __________________________________________ No Do you know of any environmental cleanups that have taken place at the property? Yes (describe) __________________________________________ No \\HRP-NY-FS1\Home\MARKETING\Proposals\Troy\744 Pawling Avenue\Troy IDA P1 Troy NY 2021.docx 7. The Degree of Obviousness of Contamination. E1527-13 and the federal AAI rule (40 CFR 312.31) require that the Phase I ESA consider the degree of obviousness of the presence or likely presence of contamination at the property, and the ability to detect the contamination by appropriate investigation. Based on your knowledge and experience related to the property, are there any obvious indictors that point to the presence or likely presence of contamination at the property? Yes (describe) __________________________________________ No 8. Availability of Previous Environmental Reports. Are you aware of previous environmental site assessment reports, other environmental reports, documents, correspondence, etc. concerning the property and its environmental condition? Yes (please identify and provide copies, if available)____________________ No Signature: _______________________________________________________ Name (printed): _______________________________________________________ Title: _______________________________________________________ Date: _______________________________________________________ \\HRP-NY-FS1\Home\MARKETING\Proposals\Troy\744 Pawling Avenue\Troy IDA P1 Troy NY 2021.docx  TERMS AND CONDITIONS ___________________________________________________________________________________________________________________________ CLIENT: Troy Industrial Development Authority DOLLAR VALUE OF PROPOSAL: $3,500 lump sum PROPOSAL DATE: November 8, 2021 SITE LOCATION: 744 Pawling Avenue, Troy, NY __________________________________________________________________________________________________ 1. AGREEMENT AND PARTIES: HRP Associates, Inc. (doing business in NY as HRP Engineering, PC) or, if applicable, its affiliated entity providing services hereunder is referred to herein as HRP. The individual or group to which our Proposal is addressed is hereby referred to as the Client. The Agreement by and between HRP and the Client consists of the scope of services specifically defined in the attached Proposal, any documents that are attached to the Proposal and these Terms and Conditions. 2. COMPENSATION: The costs of basic services to be provided by HRP are specified in the Proposal. HRP will submit invoices to the Client on a monthly basis documenting costs incurred in the previous calendar month including labor charges, laboratory analysis charges, and expenses, as applicable, unless a different billing method is specified in the Proposal. Invoices are due and payable upon receipt. Interest in the amount of 1½% per month or, if lower, the maximum lawful rate, will be charged on any amounts that are unpaid at the end of thirty (30) calendar days of the invoice date. Invoices not paid within sixty (60) calendar days of the invoice date will result in cessation of work until such invoices are paid in full. In the event payment in full is not received within ninety (90) calendar days of the invoice date, the account shall also be subject to collection by our attorney, and any and all reasonable costs of collection, including reasonable attorney's fees, shall be paid by the Client. Further, HRP reserves the right to sell the work product to any interested party in the event the Client is in default of its payment obligations for a period of greater than ninety (90) days. Payment can be made by check to: HRP Associates, Inc., 197 Scott Swamp Road, Farmington, Connecticut 06032, Attention: Accounts Receivable. To arrange payment by credit card (MasterCard or Visa), contact HRP’s Accounts Receivable Department at 860-674-9570. Reference to HRP's invoice number should be included with the payment. 3. ADDITIONAL CHARGES: Costs quoted do not include sales, use and other taxes imposed upon the goods and services provided, which will be added to invoices as applicable. A twenty-five percent (25%) surcharge applies to labor in connection with expert testimony, and such labor will be billed in ½ day increments. 4. ADDITIONAL SERVICES: Services provided beyond the scope set forth in the Proposal will be billed on the following basis: a. Direct Labor Costs – A specified rate for each category of HRP's personnel, for the time that they actually spent working on the Client’s project and for required travel (portal to portal), as documented and certified by HRP. HRP may revise rates from time to time to account for salary adjustments and increased costs. Required and/or client requested overtime is billed at a factor of 1.5 times the hourly rates charged. Overtime is defined as any hours worked beyond eight (8) hours in one day or forty (40) hours in one work week, or on Saturday, Sunday, or an HRP holiday. b. Expenses – Where applicable, project-related expenses for travel, meals, overnight delivery, priority mail, outside reproduction, courier services, laboratory analysis, subcontracting, material and equipment purchases, and miscellaneous other direct charges are billed at cost plus twenty percent (20%) for handling and administration. If the Proposal sets forth a not-to-exceed cost, HRP will not exceed such cost in performing the proposed scope of services without the Client’s consent. Notwithstanding the foregoing, the Client shall be responsible for additional labor costs and expenses incurred by HRP in the event a third party compels HRP to perform any additional work outside of the agreed scope (for example, answering a subpoena). This may include document production, project summaries, depositions, interrogatories, trial testimony, arbitrations, mediations, hearings, meetings, attorneys’ fees and any and all such related efforts on behalf of HRP. 5. HRP'S RESPONSIBILITIES: HRP shall comply with all Federal, State and local laws, ordinances, rules and regulations, permits, licenses, and requirements applicable to HRP while performing the services described in this Agreement. HRP shall be an independent contractor with respect to the services rendered under this Agreement, and no other relationship shall exist or be deemed to exist between HRP and the Client. During the performance of services called for in this Agreement, HRP shall be responsible for exercising that degree of skill and care as is the generally accepted professional practice of other engineers, geologists or other disciplines undertaking similar services at the same time and in the same geographical area, which shall be in lieu of all other warranties. HRP’s work product is also subject to certain limitations which are described in HRP’s report(s) provided in connection with the Proposal, and are incorporated herein by reference. Notwithstanding anything herein or elsewhere to the contrary, the total liability of HRP and its officers, directors, employees, and agents arising out of this Agreement is limited to $50,000 or the total compensation received by HRP (less amounts paid by HRP to subcontractors) under this Agreement, whichever is greater. HRP's insurance policies do not cover HRP's defense against claims alleging damage caused by a release of pollutants as a result of HRP's work. Since HRP is normally engaged in efforts to stop/reduce the release of pollutants to the environment and is not the originator of any pollutants, it cannot and does not accept any responsibility for damages that may result from a release or migration of existing pollutants that may be associated with the work performed at or associated with the Client’s work site or premises. When work performed by HRP or HRP's subcontractors pursuant to the Proposal involves subsurface (subterranean) investigations, explorations, and/or excavations of any type (below ground surface, paved surfaces, graded surfaces or floors), HRP will contact the appropriate Call Before You Dig organization to obtain utility mark outs as are customarily provided through such services and review plans and information provided by the Client. If a private utility mark-out service is necessary to assure utility clearance, the Client agrees to pay for such service in addition to the cost of the Proposal. In any event, HRP will not be responsible for any losses, damages, injuries, or interference to or with any subsurface structure, utility, tank system or system component, pipe, cable, or any other improvements (collectively, “Subsurface Features”) if they are not brought to HRP's attention before the commencement of work and/or which are not clearly and accurately physically located on the ground by the Client, said mark-out service or any other public or private utility, agency, company, or individual. The Client recognizes that disturbances to vegetation, terrain, drainage, paved surfaces and other structures, improvements and equipment will result from the use of exploration or excavation equipment. HRP will use reasonable precautions to minimize such damage, but cost of restoration of such damage is not included in the Proposal and the Client will not hold HRP liable for such disturbances, effects or damages arising from such subsurface investigation, exploration or excavation work performed by HRP or HRP's subcontractors pursuant to this Agreement. If HRP identifies a serious recognized hazard at the Client’s site, HRP shall make a reasonable effort to notify the Client, but such action shall not be construed to impose a duty on HRP to identify and notify the Client of recognized hazards, unless contracted specifically for such purpose pursuant to the attached Proposal. Last Revised: 8/6/2018 \\HRP-NY-FS1\Home\MARKETING\Proposals\Troy\744 Pawling Avenue\Troy IDA P1 Troy NY 2021.docx HRP shall maintain the following insurance in force at all times: Worker’s Compensation Insurance, including Employer’s Liability, with a limit of at least $500,000. Comprehensive Liability Insurance with limits of at least $1,000,000 per occurrence for bodily injury & property damage. Automobile Liability Insurance with minimum limits of: Bodily Injury & Property Damage – Combined single limit $1,000,000. Combined Contractor’s Pollution and Professional Liability with $5,000,000 per occurrence and $5,000,000 aggregate, claims made basis. 6. THE CLIENT'S RESPONSIBILITIES: The Client is required to appoint an individual who shall be authorized to act on behalf of the Client, with whom HRP can confer, and whose instructions, decisions and consent will be binding on the Client. The Client will also obtain all required permits and approvals necessary for performance of the Proposal; provide HRP with access to all available information pertinent to the project including all maps, drawings and records; reveal to HRP all facts that may be relevant to or have a bearing on the work (and HRP shall be entitled to rely on same); assist HRP in obtaining access to all public and private lands and/or records that may be required to perform the work; and promptly notify HRP, at the earliest opportunity, when and if the Client determines portions of the work are not being performed with customary skill and care. The Client or another party designated by the Client shall be responsible for all waste generated by HRP’s activities, including the responsibility to sign manifests, bills of lading, or other shipping documents. The Client shall be responsible for site safety and for providing a workplace free of recognized hazards that could cause injury to an HRP employee or subcontractor. The Client shall also be responsible for identifying whether HRP’s scope of services create safety hazards particular to the Client’s operations, and taking appropriate action to protect HRP’s employees and subcontractors from those hazards. 7. DOCUMENTS: All reports, boring logs, field notes, laboratory data, calculations, research and other documents and information prepared by HRP or its subcontractors, whether in paper or electronic form, are instruments of service and shall remain the sole property of HRP. Such documents and information are delivered to the Client for the Client’s use only and are not to be relied upon by any other party, unless agreed to by HRP in writing. 8. TERMINATION PROVISIONS: Either party may terminate this Agreement upon thirty (30) days written notice, provided termination by the Client shall not be effective unless and until the Client has paid HRP for the work performed up to the point of termination. Any termination of this Agreement by a party shall not terminate any provisions that are intended to remain in effect following cessation or completion of the performance of services (including, without limitation, Sections 9 and 11 of this Agreement). 9. ARBITRATION: Any controversy or claim relating to or arising out of this Agreement, or the breach thereof, shall be settled by Arbitration in the City of Hartford, Connecticut, in accordance with the then current rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any claim brought by the Client against HRP shall be brought no later than one year after the date of substantial completion of HRP’s services hereunder or the expiration of the applicable statute of limitations, whichever is earlier. 10. HAZARD COMMUNICATION: Part of the services to be provided by HRP may involve the use or storage of certain chemicals such as cleaning/decontamination fluids, sample preservatives, and/or gas chromatograph standards. It is expected that no special precautionary measures will need to be taken to protect the Client’s employees from these chemicals during normal operating conditions or unforeseeable emergencies, as relatively small amounts of these chemicals will be present. Safety Data Sheets for such chemicals are available upon request. 11. INDEMNIFICATION: The Client does hereby agree to defend, indemnify and save HRP, its officers, directors, employees, agents, subcontractors and affiliates harmless from and against all claims, suits, fines, penalties, and attorneys fees (all of the foregoing, collectively, “Claims”) that arise out of or are related to this Agreement and the services provided hereunder, including, without limitation, Claims involving access to the site, Subsurface Features, generation of waste, hazardous materials brought on site, and pre-existing and/or migration of hazardous substances and materials, except to the extent caused by HRP’s gross negligence or willful misconduct. 12. FORCE MAJEURE: HRP shall be excused for the period of any delay in the performance of any obligations hereunder, when prevented by doing so by cause or causes beyond HRP’s reasonable control, which shall include, without limitation, all labor disputes, civil commotion, war, warlike operation, invasion, rebellion, hostilities, military or usurped power, terrorism, government regulations or controls, inability to obtain any material or services or acceptable substitute therefore, or through acts of God. 13. MISCELLANEOUS: This Agreement contains the complete understanding between HRP and the Client with respect to the work to be performed. These Terms and Conditions shall govern over any inconsistent provisions in the Proposal, unless a particular term or condition is specifically revoked or amended in the Proposal. This Agreement may not be changed or modified except in writing, and when signed by both parties. This Agreement shall be executed in the State of Connecticut and shall be interpreted and enforced according to the laws of the State of Connecticut without regard to any choice of law provisions. This Agreement may not be assigned by either party without the other’s consent. In the event of any litigation, the parties waive trial by jury. In the event any term or provision of this Agreement is deemed invalid, the remaining terms and provisions shall apply. In no event shall either party be liable to the other for any special, indirect or consequential damages or for loss of revenue or profits, even though the possibility of damages or loss had been disclosed or reasonably could have been foreseen. The person signing this Agreement represents that the execution of this Agreement have been duly authorized by the Client and such person has the authority to sign. The headings of this Agreement are for convenience only and shall not limit or enlarge the meaning of the language of this Agreement. The failure by either party to enforce against the other any term or provision of this Agreement shall not be deemed to be a waiver of such party’s right to enforce against the other party the same or any other such term or provision in the future. The Proposal is valid for a period of sixty (60) days. This Agreement shall not constitute an offer and shall only be binding on HRP when executed by HRP. ACCEPTED FOR CLIENT: ACCEPTED FOR HRP: _____________________________________________ _________________________________________________ Signature of Authorized Representative Signature of Authorized Representative Name: _____________________________________ Name: _________________________________________ Title: _____________________________________ Title: _________________________________________ Date: _____________________________________ Date: _________________________________________ Last Revised: 8/6/2018 \\HRP-NY-FS1\Home\MARKETING\Proposals\Troy\744 Pawling Avenue\Troy IDA P1 Troy NY 2021.docx