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 JANUARY 21, 2022 10:00 a.m. I. Approval of Minutes from the December 17, 2021 meeting. II. Executive Director’s Report III. Appoint Treasurer IV. Old Business V. New Business - Montroy Management Supplemental Project Resolution VI. Financials VII. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  December 17, 2021 10:00 AM Regular Board Meeting Present: Justin Nadeau, Susan Farrell, Elbert Watson, Josh Chiappone, Stephanie Fitch, Latasha Gardner and Hon. Jim Gulli. Absent: Hon. Anasha Cummings Also in attendance: Mayor Patrick Madden, Steven Strichman, Justin Miller Esq., Mary Ellen Flores, Matt Jones, Sharon Martin, Ken Crowe, Deanna Dal Pos, Seth Rosenblum and Denee Zeigler. I. Minutes T AF The board reviewed the minutes from October 29, 2021. Stephanie Fitch made a motion to approve the October 29, 2021 board meeting minutes. Susan Farrell seconded the motion, motion carried. II. III. D Executive Directors Report R Downtown Troy Wayfinding - Mr. Strichman advised that funding was allocated to implement wayfinding about one year ago. He noted that the Troy Redevelopment Foundation is also funding. Mr. Strichman explained the RFP has been sent out. Supplemental Project Authorizing Resolution - Fourth Street Troy, LLC Mr. Strichman advised Seth Rosenblum is here to discuss and answer questions about his additional funding request. Mr. Miller gave an overview of the project completed by Fourth Street Troy, LLC which closed about two years ago. He noted that they are ready to introduce a tenant to the commercial space and have come to us for an addition of their mortgage recording tax and an extension, but not increase of their sales tax benefits. Mr. Rosenblum spoke about the project to the board members. He noted that timelines have been a challenge to complete during COVID. Mr. Rosenblum advised that there was also less interest in city living over the past year and a half. He advised that they are happy to report that they now have a waiting list for residential tenants. Mr. Rosenblum explained they are now focusing on filling the commercial space with a restaurant that fits in with the nature and character of the neighborhood. He was happy to announce that Tatu Tacos and Tequila into the commercial space. Mr. Rosenblum also wanted to mention that this building has been designed to be green and sustainable by including geothermal and provisions for future solar. He noted that the additional savings from the 1  recording tax will be used to add in the solar feature. Mr. Watson asked if the $3 Million dollar difference was used for the solar. Mr. Rosenblum advised that a portion will go towards the restaurant and the solar, but noted that the full amount $3 Million proceeds were not taken. He also noted there was an increase in debt financing over our original expectations. Mr. Chiappone asked about the amount that we are planning on giving. Mr. Miller noted that the approximately $22,000 noted is the amount being added to their original mortgage recording tax exemption. He advised that developers faced unforeseen challenges during COVID and this type of request has not been uncommon. Mr. Watson asked when the restaurant will be open. Mr. Rosenblum advised that they anticipate spring. Mr. Watson asked about the range of rent in the apartments. Mr. Rosenblum advised that studios are $1300 - $1400, one bedrooms range from $1500 - $1700 and the two bedrooms are $2200 - $2500. Mr. Gulli asked about parking for a new, large restaurant downtown. Mr. Strichman noted that there are two available lots nearby on 4th Street and State Street garage. Mr. Gulli asked about parking for the tenants. Mr. Strichman advised that they have indoor parking. Ms. Gardner asked about full time job creation. Mr. Rosenblum advised it will be 12 full time and 15 part time jobs; an increase from the original application. Mr. Watson asked about property management. Mr. Rosenblum advised yes, they have an affiliated company with people on site every day. (See attached Resolution 12/21 #1) Stephanie Fitch made a motion to approve the Supplemental Project Authorizing Resolution which extends sales tax benefits and provides T additional mortgage recording tax exemptions for Fourth Street Troy, LLC. Jim Gulli seconded the motion, motion carried. IV. AF Authorizing Resolution – Monument Square Redevelopment Mr. Strichman talked about the project taking place at Monument Square noting the LDA with the city, through the LDC for Hoboken Brownstone. He advised they intend to go in front of the planning board early 2022. Mr. Strichman explained that a condominium agreement needs to be started. He added that this will keep Hoboken as the owner of the vertical building and the LDC as the owner of the plaza and parking beneath it. Mrs. Fitch D asked about who owned the land. Mr. Strichman advised the city will own the land behind the building to the river and to the left. He advised this type of agreement will require us R to file with the attorney general’s office with the assistance of a firm that specializes in these types of applications. Mr. Strichman explained that this will be a revenue sharing project with the Troy IDA; however, we are looking to spend now in order to set up the condominium agreement. Three quotes were received and Walsh & Walsh for $22,000 - $45,000 of which Hoboken Brownstone will split with us. Mr. Strichman advised that an approval for up to $22,000 is needed. Mr. Gulli asked about the decision behind breaking up the property in this way. Mr. Strichman explained that it is a very hard place to develop and having each entity take on a piece of the project was the best way to ensure it gets completed. Mr. Chiappone asked about decision to pick Walsh & Walsh. Mr. Strichman noted that it is a professional services agreement; they are a local company with a good track record and happened to be the lowest bid. Jim Gulli made a motion to approve the Authorizing Resolution for the engagement of Walsh and Walsh LLP to develop a condominium agreement for the monument square site up to $22,500. Susan Farrell seconded the motion, motion carried. V. Environmental Investigation – HRP 2  Mr. Strichman advised that there is a potential project site currently on the foreclosure list that was an industrial site which may have some contamination. An environmental investigation is being done in order to find out what is there and secure the purchase of the site. Mr. Strichman noted that we have a quote from HRP for $3500 and we would like to start as soon as we are able. Mr. Turek advised that it was previously a yarn factory with no know issues. Mr. Watson asked about the size of the lot. Mr. Nadeau asked if we would be reimbursed. Mr. Strichman advised not directly, but it could potentially be an IDA project that will bring in revenue. Mr. Gulli asked if it comes back as contaminated will we proceed. Mr. Turek explained the purchasers will work with us at that point. Mr. Watson asked if there were any contaminated sites nearby. Mr. Strichman advised the phase one will look at contamination from the surrounding area. Mrs. Gardner noted there is a dry cleaner nearby. Mr. Gulli asked if the potential owner will be willing to pay a fair price for the property. Mr. Watson asked if we were taking it for back taxes. Mr. Strichman advised yes. Susan Farrell made a motion to approve a Phase I Environmental Study with HRP Associates for 744 Pawling Ave. Stephanie Fitch seconded the motion, motion carried. VI. Executive Director’s Report and Old/New Business Standard Manufacturing Building – Mr. Strichman gave an update to the board for T the Lion Factory project. He advised that they ran into flood plain issues and had to reconfigure some of the commercial space and we will be seeing a revised application in the earlier part of next year. Mr. Gulli asked about the changes that are taking place. Mr. VII. AF Miller noted that it will only change the size of the commercial space due to moving some of the equipment and utilities from the basement. Mr. Strichman advised that the apartment count will not change Financials Ms. Flores presented the statement of financial position to the board. She advised that as D of November 30, 2021, there is $505,567 in assets and $298,003 in cash. She advised $200,998 in liabilities, leaving a fund balance of $304,568. No significant changes. R Ms. Flores presented the statement of activity for November and explained there is a deficit of $8,904 due to normal expenses. Ms. Flores advised the most significant expense was in legal. Mr. Watson asked about payables. Ms. Flores advised the $100,000 is for the staffing we pay to the city and the $54,000 is related to PILOTs fees and late fees received after December 1st. Mr. Nadeau noted that our cash balance will go down in the near future. Ms. Flores advised that it will go down about $54,000. Mr. Strichman advised the city staffing fee will be paid next week. Jim Gulli made a motion to approve the financials as presented. Stephanie Fitch seconded the motion, motion carried. VIII. Adjournment With no additional business to discuss, the IDA board meeting was adjourned at 10:38 a.m. Susan Farrell made a motion to adjourn IDA board meeting at 10:38. Stephanie Fitch seconded the motion, motion carried. 3  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 Present Absent Justin Nadeau X Elbert Watson X Susan Farrell X Hon. Anasha Cummings X Hon. Jim Gulli Josh Chiappone Stephanie Fitch T X X X AF Latasha Gardner X The following persons were ALSO PRESENT: Mayor Patrick Madden, Steven Strichman, Justin Miller Esq., Mary Ellen Flores, Matt Jones, Sharon Martin, Ken Crowe, Deanna Dal Pos, Seth Rosenblum and Denee Zeigler. After the meeting had been duly called to order, the Chairman announced that among the D 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 R an entity to be formed. On motion duly made by Stephanie Fitch and seconded by Jim Gulli, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Justin Nadeau X Elbert Watson X Susan Farrell X Hon. Anasha Cummings X Hon. Jim Gulli X Josh Chiappone X Stephanie Fitch X Latasha Gardner X Page 1 of 5  Resolution No. 12/21 #1 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 T 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 AF 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 D 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 R 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, Page 2 of 5 2018, as amended), along with additional documents dated as of October 28, 2019, including a Lease Agreement (the “Lease Agreement”), Leaseback Agreement (the “Leaseback 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 T 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 AF 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 D Project ($158,533.26 of the maximum approved amount of $168,140.00); and R 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 Page 3 of 5  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. 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 T 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, AF 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 D 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 R 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 D R AF T  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 X Elbert Watson X Susan Farrell X Hon. Anasha Cummings X Hon. Jim Gulli Josh Chiappone Stephanie Fitch T X X X AF Latasha Gardner X The following persons were ALSO PRESENT: Mayor Patrick Madden, Steven Strichman, Justin Miller Esq., Mary Ellen Flores, Matt Jones, Sharon Martin, Ken Crowe, Deanna Dal Pos, Seth Rosenblum and Denee Zeigler. After the meeting had been duly called to order, the Chairman announced that among the D 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 R for the benefit of Troy Local Development Corporation. On motion duly made by Jim Gulli 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 Richard Nolan X Elbert Watson X Susan Farrell X Hon. Anasha Cummings X Hon. Jim Gulli X Josh Chiappone X Stephanie Fitch X Latasha Gardner X Page 1 of 6  Resolution No. 12/21 #2 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 T 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 AF 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 D 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, R 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) T The Authority has the authority to take the actions contemplated herein under the Act, including the undertaking of the Waterfront Project; and (C) AF 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 D pursuant to the State Environmental Quality Review Act (“SEQRA”), for which no formal review is necessary. R 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. T AF DR Page 4 of 6 D R AF T  EXHIBIT A PROPOSED ENGAGEMENT T AF DR Page 6 of 6  SUPPLEMENTAL PROJECT AUTHORIZING RESOLUTION (Montroy Management L.P. Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on January 21, 2022 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 Elbert Watson Susan Farrell Hon. Jim Gulli Josh Chiappone Stephanie Fitch Latasha Gardner VACANT VACANT 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 Montroy Management L.P., 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. Jim Gulli Josh Chiappone Stephanie Fitch Latasha Gardner VACANT VACANT 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 MONTROY MANAGEMENT L.P. (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 20, 2019 (the “Project Authorizing Resolution”), the Authority authorized the undertaking with a certain project (the “Project”) for the benefit of MONTROY MANAGEMENT L.P., 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 parcels of land located at 523-525 Fourth Avenue and 532 Third Avenue, Troy, New York 12180 (the “Land”, being more particularly identified as TMID Nos. 080.063-4-2 and 080.063-4-1) and the existing improvements located thereon consisting of approximately 50,000 sf of building spaces (the “Existing Improvements”), (ii) the demolition and renovation of the Existing Improvements and the planning, design, engineering, construction and operation of a 31 unit market rate apartment facility, including building system improvements, modifications, upgrades, parking lot, curbage and related site and exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company; and WHEREAS, pursuant to 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 August 21, 2020, as amended December 29, 2021), along with additional documents dated as of August 21, 2020, including a Lease Agreement (the “Lease Agreement”), Leaseback Agreement (the “Leaseback Agreement”), Payment-in-lieu-of-Tax Agreement (the “PILOT Agreement”), PILOT Page 2 of 5 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 those certain (i) Senior Land Loan Mortgage, Assignment of Leases and Rents, Fixture Filing, and Security Agreement and (ii) Building Loan Mortgage, Assignment of Leases and Rents, Fixture Filing, and Security Agreement, each dated as of August 21, 2020 (collectively the “Mortgage”), for purposes of securing obligations of the Company relating to certain loan (the “Loans”) made to the Company by Conventus LLC (the “Lender”), in the amount of $2,700,000.00, 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 ($27,000.00 of the maximum approved amount of $30,000.00); and WHEREAS, the Company has requested the Authority’s approval to enter into a certain bridge loan mortgage and related documents for the Project (collectively, the “Mortgage Documents”) in the total maximum principal amount of $800,000.00 in favor of the Lender, and in connection with same, is requesting the Authority’s approval to provide additional Financial Assistance in the amount of $5,000.00 in mortgage recording tax exemptions for the 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 previously requested the Authority’s approval to extend the expiration date of the Company’s appointment as agent to complete 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 as of December 29, 2021; and WHEREAS, the Authority desires to authorize the execution and delivery of the Mortgage Documents, ratify the Agent Extension and provision of the Supplemental Assistance to the Company in furtherance of the Project. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Page 3 of 5  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 Mortgage Documents, ratifies 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 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 January 21, 2022, 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 __________, 2022. ______________________________ (SEAL) Page 5 of 5