Troy Industrial Development Authority

Board Members Chair Josh Chiappone Justin Nadeau Susan Farrell Vice Chair Elbert Watson 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 FEBRUARY 18, 2022 10:00 a.m. I. Approval of Minutes from the January 21, 2022 meeting. II. Executive Director’s Report III. Initial Project Resolution - Lion Factory IV. New Business V. Financials VI. Adjournment Cit y Ha ll – 433 River Street, Suite 5001, T roy, New Yo rk 12180 Pho ne: 518.279.7166  January 21, 2022 10:00 AM Regular Board Meeting Present: Justin Nadeau, Susan Farrell, Stephanie Fitch, Latasha Gardner, and Hon. Jim Gulli. Absent: Elbert Watson and Josh Chiappone Also in attendance: Steven Strichman, Justin Miller Esq., Mary Ellen Flores, Matt Jones, Sharon Martin, Deanna Dal Pos, Moris Friedman, Dylan Turek and Denee Zeigler. I. Minutes D The board reviewed the minutes from December 17, 2021. R Stephanie Fitch made a motion to approve the December 17, 2021 board meeting minutes. Hon. Jim Gulli seconded the motion, motion carried. T AF II. Appoint Chief Financial Officer Mr. Strichman advised that we recently received approval to update our enabling legislation with NYS and because of that, the city comptroller Andrew Piotrowski was removed as the treasurer. He advised we need to add in a CFO. Mr. Strichman advised that Elbert Watson was asked, and he accepted. Mr. Miller verified that a board member vote is all that is needed, and he advised that a vote of five is needed to pass a motion. Stephanie Fitch made a motion to appoint Elbert Watson as the CFO of the Troy IDA. Susan Farrell seconded the motion, motion carried. III. Old Business Wayfinding - Mr. Strichman gave an update to the board about the Wayfinding project noting that the bids came back much higher than anticipated. He advised that they are going to review and plan on how to move forward. Mr. Strichman noted that the funding we approved for this will continue to be held aside. City Station North – Mr. Strichman advised that this project may be on next month’s agenda with a modification request. 1 IV. New Business - Montroy Management Supplemental Project Resolution Mr. Strichman spoke about the project Montroy Management is doing at the former St. Augustine’s school where PILOT, Mortgage Recording Tax and Sales Tax Exemption is being asked for. He advised the board that the project is applying for a bridge loan in the amount of $800,000 which will increase his mortgage recording exemptions by $8,000. Mr. Gulli asked if Mr. Friedman would be able to attend the Lansingburgh Neighborhood Meetings that take place monthly. Mr. Friedman advised he would like to present at the next neighborhood meeting. Mr. Nadeau asked what the reason was for the additional funding request. Mr. Friedman advised that they are requiring an additional bridge loan to complete the larger building and the smaller building. He advised the funding will be used to pay off a certain amount of the loan and to complete the project. Mr. Nadeau asked if there were cost over runs. Mr. Friedman advised yes, there were additional supply costs, issues with labor and unexpected interests that needed to be covered due to the delays. Mr. Nadeau asked when they expect the project to be complete. Mr. Friedman advised an additional six months. (See Attached Supplemental Project Resolution 01/22 #1) Stephanie Fitch made a motion to approve the Supplemental Project Resolution allowing an additional $8,000 in mortgage recording tax exemptions for the Montroy Management project. Hon. Jim Gulli seconded the motion, motion carried. V. D Financials Ms. Flores presented the statement of financial position to the board. She advised that as R of December 31, 2021, there is $303,680.36 in assets and $130,600.59 in cash. She advised $2,421.56 in liabilities, leaving a fund balance of $301,258.80. Most significant change is that the IDA paid back the $10,000 Preservation Bond and management fee T was paid to the city in the amount of $100,000. AF Ms. Flores presented the statement of activity for December and explained there is a deficit of $3,309.59. The un-audited results for 2021 is that we have a deficit of $137,000. The most significant expense was the management fee. Mr. Nadeau asked what the management fee was. Ms. Flores advised that it is reimbursement for city staff. Hon. Jim Gulli made a motion to approve the financials as presented. Susan Farrell seconded the motion, motion carried. VI. Executive Director’s Report NY Geothermal – Mr. Strichman advised that the city and the Troy LDC are currently looking for a grant to create a geothermal energy system in the Riverfront Park area. He advised as part of that he would like to join NY GEO and attend a conference they are holding in April locally. Mr. Strichman asked for approval to join and register for two people to attend the conference in Schenectady in April 2022. He advised the membership fee is $250 and the conference is $399 per person; himself and Dylan Turek. Hon. Jim Gulli made a motion to approve the membership to NY GEO for $250 and the registration of Steven Strichman and Dylan Turek for the NY GEO Conference in April 2022 at a cost of $399 each. Latasha Gardner seconded the motion, motion carried. 2 VII. Adjournment With no additional business to discuss, the IDA board meeting was adjourned at 10:21 a.m. Hon. Jim Gulli made a motion to adjourn IDA board meeting at 10:21. Stephanie Fitch seconded the motion, motion carried. D R T AF 3  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 X Elbert Watson X Susan Farrell X Hon. Jim Gulli X D Josh Chiappone Stephanie Fitch Latasha Gardner VACANT X X X VACANT R The following persons were ALSO PRESENT: Steven Strichman, Justin Miller Esq., T Mary Ellen Flores, Matt Jones, Sharon Martin, Deanna Dal Pos, Moris Friedman, Dylan Turek and Denee Zeigler. AF After the meeting had been duly called to order, the Chairman announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to a 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 Stephanie Fitch and seconded by Hon. 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. Jim Gulli X Josh Chiappone X Stephanie Fitch X Latasha Gardner X VACANT VACANT Page 1 of 5  Resolution No. 01/22 #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 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 D York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and R equipping industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, pursuant to a certain Project Authorizing Resolution adopted by the Authority on September 20, 2019 (the “Project Authorizing Resolution”), the Authority T authorized the undertaking with a certain project (the “Project”) for the benefit of MONTROY AF 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, Page 2 of 5 2020, 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 D 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 R 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 T Project ($27,000.00 of the maximum approved amount of $30,000.00); and AF 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. 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 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 D 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. R 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 T 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, AF 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  T AF R D  Application to Troy Industrial Development Authority (TIDA) For Tax Exempt Bond Financing and/or Straight-Lease Transaction and Fee Schedule Please contact the Authority for more information regarding project eligibility and application process. FORM ADOPTED MAY 20, 2016  AUTHORITY ADMINISTRATIVE FEE SCHEDULE Troy Industrial Development Authority (TIDA) 433 River Street, Suite 5001, Troy New York 12180 AUTHORITY ADMINISTRATIVE FEE SCHEDULE Taxable and Tax Exempt Industrial Development Revenue Bonds Application Fee: A non‐refundable fee of $2,500.00 and a $500.00 processing fee are payable to the TIDA at the time the application is submitted. The $2,500.00 fee will be credited towards the total fee at closing. Fee: First $10,000,000: .75% of the principal amount of the bond series. Over $10,000,000: .5% of the bond series Annual (post‐closing) administrative fee of $1,500.00 Straight Lease Transactions (including PILOT Agreement) Application Fee: A non‐refundable fee of $2,500.00 and a $500.00 processing fee are payable to the TIDA at the time the application is submitted. The $2500.00 fee will be credited towards the total fee at closing. Fee: .75% of total Project Cost Annual administrative fee of $500.00 Sales Tax and/or Mortgage Recording Tax only Transactions (No PILOT Agreement) Application Fee: A non‐refundable fee of $2,500.00 and a $500.00 processing fee are payable to the TIDA at the time the application is submitted. The $2500.00 fee will be credited towards the total fee at closing. Fee: Minimum $4,500.00 or 10% estimated exemption amount, whichever is greater Annual administrative fee of $500.00 2  INSTRUCTIONS 1. The Authority will not approve any applications unless, in the judgment of the Authority, said application contains sufficient information upon which to base a decision whether to approve or tentatively approve an action. 2. Fill in all blanks, using “none” or “not applicable” or “N/A” where the question is not appropriate to the project which is the subject of this application (the “Project”). 3. If an estimate is given as the answer to a question, put “(est)” after the figure or answer, which is estimated. 4. If more space is needed to answer any specific question, attach a separate sheet. 5. When completed, return this application to the Authority at the address indicated on the first page of this application. 6. The Authority will not accept this application as complete until the Authority receives (i) a completed environmental assessment form concerning the Project; (ii) the Applicant has met with Authority representatives and has received the Authority’s review and completed Project Summary and Financial Assistance Cost Benefit Analysis (See, last 2 pages of this Application); and payment of all required fees and escrows, as applicable. 7. Please note that Article 6 of the Public Officers Law declares that all records in the possession of the Authority (with certain limited exceptions) are open to public inspection and copying. If the applicant feels that there are elements of the Project which are in the nature of trade secrets or information, the nature of which is such that if disclosed to the public or otherwise widely disseminated would cause substantial injury to the applicant’s competitive position, the applicant may identify such elements in writing and request that such elements be kept confidential in accordance with Article 6 of Public Officers Law. 8. The applicant will be required to pay to the Authority all actual costs incurred in connection with this application and the Project contemplated herein (to the extent such expenses are not paid out of the proceeds of the Authority’s bonds issued to finance the project. The applicant will also be expected to pay all costs incurred by general counsel and bond counsel to the Authority. The costs incurred by the Authority, including the Authority’s general counsel and bond counsel, may be considered a part of the project and included as a part of the resultant bond issue. 9. The Authority has established a combined application fee of $3,000.00 ($2,500 + $500) to cover the anticipated costs of the Authority and counsel in processing this application. A check or money order made payable to the Authority must accompany each application. THIS APPLICATION WILL NOT BE ACCEPTED BY THE AUTHORITY UNLESS ACCOMPANIED BY THE APPLICATION FEE. 10. The Authority has established a project fee for each project in which the Authority participates. UNLESS THE AUTHORITY AGREES IN WRITING TO THE CONTRARY, THIS PROJECT FEE IS REQUIRED TO BE PAID BY THE APPLICANT AT OR PRIOR TO THE GRANTING OF ANY FINANCIAL ASSISTANCE BY THE AUTHORITY. This application should be submitted to the Troy Industrial Development Authority, 433 River Street, Suite 5001, Troy NY 12180 (Attn: Chief Executive Officer). PLEASE NOTE: APPLICANTS SEEKING FINANCIAL ASSISTANCE IN THE FORM OF SALES AND USE TAX EXEMPTIONS AFTER MARCH 28, 2013 SHALL BE SUBJECT TO THE ENHANCED REPORTING, COMPLIANCE AND RECAPTURE REQUIREMENTS SET FORTH WITHIN SECTION 875 OF THE GENERAL MUNICIPAL LAW OF THE STATE OF NEW YORK (“GML”). IN ADDITION, APPLICANTS SEEKING ANY FINANCIAL ASSISTANCE ON OR AFTER JUNE 1, 2016 SHALL BE SUBJECT TO THE PROVISIONS CONTAINED WITHIN GML Section 859‐a (4)‐(6). APPLICANTS SHOULD CONSULT WITH COUNSEL AND ACCOUNTANT PROFESSIONALS TO UNDERSTAND THESE NEW REQUIREMENTS. 3 Troy Industrial Development Authority (TIDA) Application for Tax Exempt Bond Financing and/or Straight-Lease Transaction I. APPLICANT INFORMATION Company Name: Lion Factory Building LLC Address: 1055 Saw Mill River Road, Suite 204, Ardsley, NY 10502 Phone No.: (914) 693-6613 Fax No.: (914) 693-1282 Federal Tax ID: TBD Contact Person: Larry Regan E‐Mail: larry@regandevelopment.com Date: June 30, 2020, Revised January 14, 2022 and February 16, 2022 a. Form of Entity: Corporation Partnership (General ___or Limited ___; Number of General Partners ___ and, if applicable, Number of Limited Partners ___, List Partners in section below. Limited Liability Company, Number of Members ___ X 3 (Managing Member, Investor Member, and Special 2 X Member) Sole Proprietorship Please also indicate whether the Company will utilize any affiliates and/or real estate holding companies to undertake the proposed project. If so, please provide names and details for all such entities. Regan Development Corporation is the Project sponsor and developer. Lion Factory Building LLC is a single purpose entity formed by Regan Development Corporation for the sole purpose of owning the Project. For 25 years, Regan Development Corporation has developed over $384 million worth of residential and commercial real estate and affordable housing developments. Regan Development Corporation is a family run business: Larry Regan is President and Ken Regan is Vice President. b. Principal Owners/Officers/Directors: (List owners with 5% or more in equity holdings with percentage of ownership) Name Address Percentage Ownership/Office See attachment (Use attachments if necessary) 4  Percentage Name Address Ownership/Office Lion Factory Building Manager LLC (“Member” and “Manager”) 1055 Saw Mill River Rd., #204, Ardsley, NY 10502 0.01% Larry Regan and Ken Regan are both 50% Members RAH Investor 356 LLC (“Investor Member”) A single member Mississippi limited liability company that will be 111 Great Neck Rd., Ste 500, Great Neck, NY 11021 99.98% owned by Regions Bank. Regions Bank is a publicly traded company. Sterling Corporate Services, Inc. (“Special Member”) A single member New York limited liability company owned by Regions Affordable Housing LLC, a single member Delaware limited 111 Great Neck Rd., Ste 500, Great Neck, NY 11021 0.01% liability company owned by Regions Bank. Regions Bank is a publicly traded company c. If a corporation, partnership, limited liability company: 7/13/20 What is the date of establishment? ___ NY __________ _______________ Place of organization____ N/A If a foreign organization, is the Applicant authorized to do business in the State of New York? ___ __ (Attach organizational chart or other description if applicant is a subsidiary or otherwise affiliated with another entity) d. Attach certified financial statements for the company’s last three complete fiscal years. If the company is publicly held, attach the latest Form 10K as well. Lion Factory Building LLC is a newly formed special purpose entity. As such, The Lion Factory LLC does not have certified financial statements. Submitting Regan Development Corporation's most recent financial statement. II. APPLICANT’S COUNSEL Name/Firm: Geoffrey J. Cannon, Cannon Heyman & Weiss, LLP Address: 54 State Street, 5th Floor, Albany, NY 12207 Phone No.: (518) 465-1500, ext. 130 Fax No.: (518) 465-6678 E‐Mail: gcannon@chwattys.com III. PROJECT INFORMATION: a. Please provide a brief narrative description of the Project (attach additional sheets or documentation as necessary). The Lion Factory is the adaptive reuse of an existing 6-story, approximately 215, 570 square foot factory that used to be one of the world's largest shirt and collar shops. The existing structure will be redeveloped into 151 residential rental units and the ground floor will offer approximately 8,800 square feet of commercial space. b. Location of Project (all information mandatory – attach current tax bills with proof of current payment) Project Address: 750 Second Avenue City: Troy Name of School District: Lansingburgh Tax Map No.: 080.40-2-1 5 Describe Existing Improvements, if any: The existing six-story structure occupies a full city block and contains 215,570 square feet of space. The site has qualified for inclusion on the National Register of Historic Places. The Lion Factory Building is historically and architecturally significant as an example of late 19th century/early 20th century industrial construction. From the late 1880s-1940s the building housed the United Shirt & Collar Company. The existing structure is brick with heavy timber load bearing interior columns and wood floors. X c. Are Utilities on Site? Water:_____ X Electric:_____ X Gas:_____ X Sanitary/Storm Sewer:_____ X Telecom:_____ d. Identify Present legal owner and all tenants of the site if other than Applicant and by what means will the site be acquired for this Project (please include details regarding purchase and sale agreement, if applicable, including all contingencies): The present legal owner is 750 Second Avenue Realty, LLC. The site will be acquired by means of a Purchase and Sale _________________________________________________________________________________________. Agreement. e. Zoning of Project Site: Current: Industrial (IND) Proposed: No change f. Are any zoning approvals needed? Identify: Yes, the Zoning Board of Appeals has already approved a Use Variance to allow for a community center and an Area Variance for 117 parking spaces. g. Local Permitting and Approvals – Does the project require local planning or permitting approvals? If so, please explain. ______________________Will a site plan application to be filed? N/A_________If so, please include copy if prepared. Local Planning Board Approval already obtained and extension granted h. Has another entity been designated lead agent under the State Environmental Quality Review Act (“SEQRA”)? XXX Yes NO If yes, please explain: ________; The City of Troy Planning Commission was lead agency. i. Will the Project result in the removal of a plant or facility of the Applicant or a proposed Project occupant from one area of the State of New York to another area of the State of New York? No ________; If yes, please explain: j. Will the Project result in the abandonment of one or more plants or facilities of the Applicant or a proposed Project occupant located in the State of New York? No ______; If yes, explain: 6 k. If the answer to either question i. or j. is yes, you are required to indicate whether any of the following apply to the Project: 1. Is the Project reasonably necessary to preserve the competitive position of the Company or such Project Occupant in its industry? Yes_____; No______. If yes, please provide detail: Not Applicable 2. Is the Project reasonably necessary to discourage the Company or such Project Occupant from removing such other plant or facility to a location outside the State of New York? Yes_____; No_____. If yes, please provide detail: Not Applicable NOTES: If you answer “yes” to questions i. or j., above, and fail to provide a detailed response within question k.(1) or k.(2), above, then the Authority will be barred from providing any financial assistance. THE AUTHORITY IS REQUIRED TO NOTIFY THE CHIEF EXECUTIVE OFFICER OF THE MUNICIPALITY FROM WHICH YOUR FACILITY IS BEING RELOCATED OR ABANDONED. THIS NOTIFICATION WILL BE SENT PRIOR TO THE AUTHORITY’S CONDUCT OF REQUIRED PUBLIC HEARINGS(S). CERTIFICATION: Based upon the answers provided within i. j., k(1), and k(2), above, the Company hereby certifies to the Authority that the undertaking of the proposed project and provision of financial assistance to the Company by the Authority will not violate GML Section 862(1). l. Does the Project include facilities or property that are primarily used in making retail sales of goods or provide No ; If yes, please explain: services to customers who personally visit such facilities? __ _______________ m. If the answer to l. is yes, what percentage of the cost of the Project will be expended on such facilities or property primarily used in making retail sales of goods or any services to customers who personally visit the Project? ______% 7 n. If more than 33.33%, indicate whether any of the following apply to the Project: 1. Will the Project be operated by a not‐for‐profit corporation? Yes ___; No____. If yes, please explain: Not Applicable ____________________________________________________________________________________ 2. Is the Project likely to attract a significant number of visitors from outside the economic development region in which the Project will be located? Yes______; No ______. If yes, please explain: Not Applicable ____________________________________________________________________________________ 3. Would the Project occupant, but for the contemplated financial assistance from the Authority, locate the Project and related jobs outside of New York State? Yes _____; No _____. If yes, please explain: Not Applicable ____________________________________________________________________________________ 4. Is the predominant purpose of the Project to make available goods or services which would not, but for the Project, be reasonably accessible to the residents of the City within which the Project will be located because of a lack of reasonably accessible retail trade facilities offering such goods or services? Yes____; No____. If yes, please explain: Not Applicable ____________________________________________________________________________________ 5. Will the Project be located in one of the following: (i) an area designed as an Empire Zone pursuant to Article 18‐B of the General Municipal Law; or (ii) a census tract or block numbering area (or census tract or block number area contiguous thereto) which, according to the most recent census data, has (x) a poverty rate of at least 20% for the year in which the data relates, or at least 20% of households receiving public assistance, and (y) an unemployment rate of at least 1.25 times the statewide unemployment rate for the year to which the data relates? Yes______; No_______. If yes, please explain: Not Applicable __________________________________________________________________________________ o. Does the Company intend to lease or sublease more than 10% (by area or fair market value) of the Project? Yes____; No X ____. If yes, please complete the following for EACH existing or proposed tenant or subtenant: Sub lessee name:_ Present Address:_ ___________________________________ City:____ ____________________ State:____ __________ Zip:_________ Employer’s ID No.:__________________________________________________ Sub lessee is a: _________________________ (Corporation, LLC, Partnership, Sole Proprietorship) 8  Relationship to Company:_ ________________________________________________ Percentage of Project to be leased or subleased:_ ____________ Use of Project intended by Sub lessee:________________ Date and Term of lease or sublease to Sub lessee: _____________ __________________ Will any portion of the space leased by this sub lessee be primarily used in making retail sales of goods X . If yes, please provide on a or services to customers who personally visit the Project? Yes____; No____ separate attachment (a) details and (b) the answers to questions l. 1‐5 with respect to such sub lessee. p. Project Costs (Estimates): Category Amount Land‐acquisition $3,169,500 Buildings‐Construction/Renovation (No FF&E) $38,093,512 Utilities, roads and appurtenant costs Machinery and Equipment (All FF&E) $452,800 Soft Costs (Architect, Legal and Engineering) $2,939,132 Costs of Bond issue $243,936 (NYS HFA bond issuance) Construction Loan Fees and interest $3,929,969 Other (specify) $5,740,252 Reserves Total Project Costs $54,569,101 Please include supplemental sheets as necessary with all project cost details, including the following: Mandatory: In addition to the above estimated of capital costs of the project, which must include all costs of real property and equipment acquisition and building construction or reconstruction, you must include details on the amounts to be financed from private sector sources, an estimate of the percentage of project costs financed from public sector sources (all public grants, loans and tax credits to be applied for), and an estimate of both the amount to be invested by the applicant and the amount to be borrowed to finance the project. Please see attached detail on financing sources. 9 q. Job Creation: _62 )_ Construction jobs created by the Project:_____ ___________ Anticipated Dates of Construction: July (est 2022 - January 2024 ________ (est) Permanent jobs created by the Project Please see attached additional page for the table below Column A: Insert the job titles that exist within the company at the time of application, as well as any job titles that will be established as a result of the Project. Column B: Indicate the entry level wage for each listed job title either in terms of hourly pay or annual salary. Column C: For each listed job title insert the number of positions that exist at the time of application. Column D: Insert the number of jobs to be created during year one of the Project for each listed job title. Column E: Insert the number of jobs to be created during year two of the Project for each listed job title. Column F: Insert the number of jobs to be created during year three of the Project for each listed job title. Column G: Indicate the total number of jobs to be created for each listed title as a result of the Project. (Column D + Column E + Column F = Column G) (A) (G) (B) (C) (D) (E) (F) Annual or Current Jobs Jobs Jobs Hourly Number of Created: Created: Created: Total Jobs Job Title Wages Positions Year One Year Two Year Three Created TOTALS: 10 In addition to the job figures provided above, please indicate the following: 1) The projected number of full time equivalent jobs that would be retained and that would be created if the request for financial assistance is granted. Permanent full time jobs created = 3 2) The projected timeframe for the creation of new jobs. It is anticipated that all new permanent jobs will be created within the first year of stabilized operations. 3) The estimated salary and fringe benefit averages or ranges for categories of the jobs that would be retained or created if the request for financial assistance is granted. The estimated salary and fringe benefit range for all jobs retained or created is $30,000 - $50,000 annually. 4) An estimate of the number of residents of the economic development region as established pursuant to section two hundred thirty of the economic development law, in which the project is located that would fill such jobs. The labor market area defined by the Authority (Capital Economic Development Region) Approximately 50% (est) of newly created permanent jobs will be filled by residents of the economic development region. 11 TIDA Financial Assistance Requested and Company Estimates A. Estimated Project Costs eligible for Industrial Development Authority Financial Assistance 1. X Check if Requested Sales and Use Tax (__) A. Amount of Project Cost Subject to Sales and Use Tax: $ 23,308,900 (est) Sales and Use Tax Rate: 8.00 % B. Estimated Sales Tax (A X .08): $ 1,864,712 (est) 2. X Check if Requested Mortgage Recording Tax Exemption (__) A. Projected Amount of Mortgage: $ 21,689,800 (est) Mortgage Recording Tax Rate: 1.25 % B. Estimated Mortgage Recording Tax (A X .0125): $ 271,123 (est) 3. Real Property Tax Exemption X (__) Check if Requested $ 3,700,270 increase (est) for estimated A. Projected Increase in Assessed Value on Project: residential assessment of $4,938,000 B. Total Applicable Tax Rates Per $1000: $ 45.76541 C. Estimated Annual Taxes without PILOT (A X B)/1,000: $ 225,990 4. Interest Exemption (Bond transactions only) (__) Check if Requested a. Total Estimated Interest Expense Assuming Taxable Interest: $ Not Applicable b. Total Estimated Interest Expense Assuming Tax‐exempt Interest Rate: $ B. Estimated Benefits of Industrial Development Authority Financial Assistance 1. Current Company employment in Capital Economic Development Region 2. Current Company payroll in Capital Economic Development $ Region 3. Project Jobs to be Created over 3 years 3 New Full Time Permanent Jobs Created 12 Is the company delinquent in the payment of any state or municipal property taxes? Yes x No Is the company delinquent in the payment of any income tax obligation? Yes x No Is the company delinquent in the payment of any loans? Yes x No Is the company currently in default on any of its loans? Yes x No Are there currently any unsatisfied judgments against the company? Yes x No Are there currently any unsatisfied judgments against any of the company’s principals? Yes x No Has the company ever filed for bankruptcy? Yes x No Have any of the company’s principals ever personally filed for bankruptcy, or in any way sought protection from creditors? Yes x No Are there any current or pending real estate tax assessment challenges associated with the proposed project realty and/or improvements? Yes x No Is the proposed project realty currently subject to any exemption from real estate taxes? Yes x No Are there any current or pending criminal investigations or indictments of the Company or any of its principals or equity holders (including any and all holders of equity or ownership of Company parent organizations)? Yes x No If the answer to any of the questions above is “Yes,” please provide additional comments in the space below and on additional pages if necessary. Not Applicable ______________________________________________________________________________________ r. For Industrial Revenue Bonds ONLY, including this project, list capital expenditures of the company at Project location: Not Applicable Category Last Three Years Next Three Years Land Building Equipment Soft Costs Other Total s. State whether there is a likelihood that the project would not be undertaken but for the financial assistance provided by the Authority, or, if the project could be undertaken without financial assistance provided by the Authority, a statement indicating why the project should be undertaken by the Authority 13  The Project would not be feasible without the financial assistance provided by the Authority. The financial assistance makes the Project costs feasible while the PILOT makes the annual operating costs manageable and sustainable. Without the Authority's financial assistance, the Project would not be able to leverage the other financing sources to make the Project a reality. t. List any other positive impacts that the Project may have on the City of Troy: The Project will result in numerous lasting benefits and will generate significant positive economic impact in the City of Troy. The Project will energize the Second Avenue district by investing in a new neighborhood that hasn't benefited from recent growth in the city. In addition, the Project will revitalize an industrial site with the improved use as housing opportunities for 184 households and families. The conversion of the industrial site into residential opportunities will effectively bring residents and businesses to the neighborhood, in turn increasing the City's tax revenues. In addition, the Project will create approximately 3 permanent jobs and approximately 62 construction jobs. Furthermore, the Project has financial commitments to fund the total development cost of approximately $49 million. 14  V. REPRESENTATIONS BY THE APPLICANT The Applicant understands and agrees with the Authority as follows: A. Job Listings: In accordance with Section 1967‐a(2) of the New York Public Authorities Law, the applicant understands and agrees that, if the Project receives any Financial Assistance from the Authority, except as otherwise provided by collective bargaining agreements, new employment opportunities created as a result of the Project will be listed with the New York State Department of Labor Community Services Division (the “DOL”) and with the administrative entity (collectively with the DOL, the “JTPA Entities”) of the service delivery area created by the federal job training partnership act (Public Law 97‐300) (“JTPA”) in which the Project is located. B. First Consideration for Employment: In accordance with Section 1967‐a(2) of the New York Public Authorities Law, the applicant understands and agrees that, if the Project receives any Financial Assistance from the Authority, except as otherwise provided by collective bargaining agreements, where practicable, the applicant will first consider persons eligible to participate in JTPA programs who shall be referred by the JTPA Entities for new employment opportunities created as a result of the Project. C. Annual Sales Tax Filings: In accordance with Section 1964‐a(9) of the New York Public Authorities Law, the applicant understands and agrees that, if the Project receives any sales tax exemptions as part of the Financial Assistance from the Authority, in accordance with Section 1964‐a(9) of the Public Authorities Law, the applicant agrees to file, or cause to be filed, with the New York State Department of Taxation and Finance, the annual form prescribed by the Department of Taxation and Finance, describing the value of all sales tax exemptions claimed by the applicant and all consultants or subcontractors retained by the applicant. D. Annual Employment Reports: The applicant understands and agrees that, if the Project receives any Financial Assistance from the Authority, the applicant agrees to file, or cause to be filed, with the Authority, on an annual basis, reports regarding the number of people employed at the project site. E. Absence of Conflicts of Interest: The applicant has received from the Authority a list of the members, officers, employees and Counsel of the Authority. No member, officer, employee, or Counsel of the Authority has an interest, whether direct or indirect, in any transaction contemplated by this Application, except as hereinafter described: 15  HOLD HARMLESS AGREEMENT AND APPLICATION DISCLAIMER CERTIFICATION PURSUANT TO NEW YORK STATE FREEDOM OF INFORMATION LAW (“FOIL”) Applicant hereby releases the TROY INDUSTRIAL DEVELOPMENT AUTHORITY and the members, officers, servants, agents and employees thereof (the "Authority") from, agrees that the Authority shall not be liable for and agrees to indemnify, defend and hold the Authority harmless from and against any and all liability arising from or expense incurred by (A) the Authority's examination and processing of, and action pursuant to or upon, the attached Application, regardless of whether or not the Application or the Project described therein or the tax exemptions and other assistance requested therein are favorably acted upon by the Authority, (B) the Authority's acquisition, construction and/or installation of the Project described therein and (C) any further action taken by the Authority with respect to the Project; including without limiting the generality of the foregoing, all causes of action and attorneys' fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. If, for any reason, the Applicant fails to conclude or consummate necessary negotiations, or fails, within a reasonable or specified period of time, to take reasonable, proper or requested action, or withdraws, abandons, cancels or neglects the Application, or if the Authority or the Applicant are unable to reach final agreement with the respect to the Project, then, and in the event, upon presentation of an invoice itemizing the same, the Applicant shall pay to the Authority, its agents or assigns, all costs incurred by the Authority in the processing of the Application, including attorneys' fees, if any. Through submission of this Application for Financial Assistance (this ”Application”), the Company acknowledges that the Authority, as a public benefit corporation, is subject to the New York State Freedom of Information Law (“FOIL”) and Open Meetings Law (“OML”), as codified pursuant to the Public Officers Law (“POL”) of the State of New York (the “State”). Accordingly, unless portions hereof are otherwise protected in accordance with this Certification, this Application, including all Company-specific information contained herein, is subject to public disclosure in accordance with applicable provisions of the POL, Article 18-A of the General Municipal Law (“GML”) and the Public Authorities Accountability Act of 2005, as codified within the Public Authorities Law (“PAL”) of the State. Specifically, this Application may be disclosed by the Authority to any member of the public pursuant to a properly submitted request under FOIL and the Authority is further required to affirmatively disclose certain provisions contained herein pursuant to the GML and PAL, including the identification of the Company, general project description, location proposed capital investment and job estimates. Notwithstanding the foregoing, the Company, pursuant to this Certification, may formally request that the Authority consider certain information contained within this Application and other applicable supporting materials proprietary information and “trade secrets”, as defined within POL Section 87(2)(d). To the extent that any such information should qualify as trade secrets, the Company hereby requests that the Authority redact same in the event that formal disclosure is requested by any party pursuant to FOIL. Application Sections or information requested by Company for Redaction*: 16 (* - Please indicate specific sections within Application that the Company seeks to qualify as “trade secrets”. Additional correspondence or supporting information may be attached hereto. Please also note that notwithstanding the Company’s request, the Authority shall make an independent determination of the extent to which any information contained herein may be considered as such) In the event that the Authority is served with or receives any subpoena, request for production, discovery request, or information request in any forum that calls for the disclosure of the Application, in entirety, specifically including but not limited to any demand or request for production or review of Company-designated trade secrets, the Authority agrees to notify the Company as promptly as is reasonably possible, and to utilize its best efforts to: oppose or decline any such request; preserve the confidentiality and non-disclosure of such requested confidential material; and maintain such information and prevent inadvertent disclosure in responding to any such discovery or information request. The Company understands and agrees that all reasonable costs, including attorney’s fees, associated with any such formal undertaking by the Authority to protect the trade secrets from disclosure shall be reimbursed by the Company to the Authority. The undersigned officer of the applicant deponent acknowledges and agrees that the applicant shall be and is responsible for all costs incurred by the Authority and legal counsel for the Authority, whether or not the Application, the proposed project it describes, the attendant negotiations, or the issue of bonds or other transaction or agreement are ultimately ever carried to successful conclusion and agrees that the Authority shall not be liable for and agrees to indemnify, defend and hold the Authority harmless from and against any and all liability arising from or expense incurred by (A) the Authority's examination and processing of, and action pursuant to or upon, the Application, regardless of whether or not the Application or the proposed project described herein or the tax exemptions and other assistance requested herein are favorably acted upon by the Authority, (B) the Authority's acquisition, construction and/or installation of the proposed project described herein and (C) any further action taken by the Authority with respect to the proposed project; including without limiting the generality of the foregoing, all causes of action and attorney's fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. By executing and submitting this Application, the applicant covenants and agrees to pay the following fees to the Authority, the same to be paid at the times indicated: (a) The sum of $2,500, plus the sum of $500 as a non-refundable processing fee, to be paid upon submission of the Application; (b) An Administrative Fee amounts to be determined using the schedule on Page 2 hereof for all other projects for which the Authority provides financial assistance, to be paid at transaction closing; (c) An amount to be determined by Authority Staff payable to the Authority's bond/transaction counsel for the preparation and review of the inducement resolution, the environmental compliance resolution, TEFRA hearing proceedings and the tax questionnaire assuming no further activity occurs after the completion of the inducement proceedings, to be paid within ten (10) business days of the receipt of bond/transaction counsel's invoice; (d) All fees, costs and expenses incurred by the Authority for (1) legal services, including but not limited to those provided by the Authority’s general counsel or bond/transaction counsel, and (2) other consultants retained by the Authority in connection with the proposed project; with all such charges to 17  be paid by the applicant at the closing or, if the closing does not occur, within ten (10) business days of receipt of the Authority’s invoices therefore please note that the applicant is entitled to receive a written estimate of fees and costs of the Authority’s bond/transaction counsel; (e) The cost incurred by the Authority and paid by the applicant, including bond/transaction counsel and the Authority’s general counsel’s fees and the processing fees, may be considered as a costs of the project and included in the financing of costs of the proposed project, except as limited by the applicable provisions of the Internal Revenue Code with respect to tax-exempt bond financing. The applicant further covenants and agrees that the applicant is liable for payment to the Authority of all charges referred to above, as well as all other actual costs and expenses incurred by the Authority in handling the application and pursuing the proposed project notwithstanding the occurrence of any of the following: (a) The applicant’s withdrawal, abandonment, cancellation or failure to pursue the Application; (b) The inability of the Authority or the applicant to procure the services of one or more financial institutions to provide financing for the proposed project; (c) The applicant’s failure, for whatever reason, to undertake and/or successfully complete the proposed project; or (d) The Authority’s failure, for whatever reason, to issue tax-exempt revenue bonds in lieu of conventional financing. The applicant and the individual executing this Application on behalf of applicant acknowledge that the Authority and its counsel will rely on the representations made in this Application when acting hereon and hereby represents that the statements made herein do not contain any untrue statement of a material fact and do not omit to state a material fact necessary to make the statements contained herein not misleading. 18  Company Acknowledgment and Certification: The undersigned, being a duly authorized representative of the Company, hereby and on behalf of the Company, certifies to the best of his or her knowledge and under the penalty of perjury that all of the information provided by the Company within this Application for Financial Assistance is true, accurate and complete. The Company, on behalf of itself and all owners, occupants and/or operators receiving or that will receive financial assistance from the Authority (collectively, the “Recipients”) hereby certifies that the Recipients are in substantial compliance with applicable local, state and federal tax, worker protection and environmental laws, rules and regulations. The Company, on behalf of itself and all Recipients, hereby further acknowledges that the submission of any knowingly false or knowingly misleading information herein or within any agreement with the Authority may lead to the immediate termination of any financial assistance and the reimbursement of an amount equal to all or part of any tax exemptions claimed by reason of the Authority’s involvement in the project, including all costs of the Authority relating to same. The Company has reviewed and accepts the terms of the Authority’s Project Recapture and Termination Policy. By: Name: Title: State of New York ) County of __________ ) ss.: On the __ day of ________________in the year 20__, before me, the undersigned, personally appeared _________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signatures on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public 19 Troy Industrial Development Authority Project Summary and Financial Assistance Cost Benefit Analysis (This page to be completed by TIDA Staff) Company Name: ________________________________________________________________ Project Description: ________________________________________________________________ ________________________________________________________________ Project Location: ________________________________________________________________ City: ________________________________________________________________ School District: ________________________________________________________________ Estimated Cost of Industrial Development Authority Financial Assistance 1. Sales and Use Tax Exemption A. Amount of Project Cost Subject to Sales and Use Tax: $ Sales and Use Tax Rate: _____8% B. Estimated Exemption (A X .08): $ 2. Mortgage Recording Tax Exemption A. Projected Amount of Mortgage: $ Mortgage Recording Tax Rate: _____1.25% B. Estimated Exemption (A X .0125): $ 3. Real Property Tax Exemption A. Projected Increase in Assessed Value on Project: $ B. Total Applicable Tax Rates Per $1000: $ C. Total Annual Taxes without PILOT (A X B)/1,000: $ D. PILOT Exemption Rate (see TIDA Uniform Tax Exemption Policy): % 20  E. Average Annual PILOT Payment (C X D): $ F. Net Exemption over PILOT term ((C‐E) x 7, 10 or 15)): $ 4. Interest Exemption (Bond transactions only) a. Estimated Interest Expense Assuming Taxable Interest: $ b. Estimated Interest Expense with tax‐exempt Interest Rate: $ c. Interest Exemption (a ‐ b): $ Estimated Benefits of Industrial Development Authority Financial Assistance 1. Jobs to be retained in the Capital Economic Development Region 2. Current Company payroll in the Capital Economic Development $ Region 3. Project Jobs to be Created over 3 years 4. Total Project Investment $ 5. Non IDA financing leveraged $ 6. Other project benefits: ______________________________________________________________________________ ______________________________________________________________________________ Authority Signature: _______________________________________________ Date: ________________ Applicant Signature: _____________________________________________ Date: _______________ 21  INITIAL PROJECT RESOLUTION (Lion Factory Building, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on February 18, 2022 at 10:00 a.m., local time, at 433 River Street, 5th Floor, Troy, New York 12180. The meeting was called to order by the Chairman and, upon roll being called, the following members of the Authority were: Member Aye Nay Abstain Absent Justin Nadeau Elbert Watson Susan Farrell 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 proposed project for the benefit of Lion Factory Building, LLC. 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 Page 1 of 5  Resolution No. ____ RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF LION FACTORY BUILDING, FOR ITSELF AND/OR AN ENTITY TO BE FORMED (COLLECTIVELY, THE “COMPANY”) IN CONNECTION WITH A CERTAIN PROJECT (AS MORE FULLY DEFINED BELOW); (ii) AUTHORIZING THE SCHEDULING, NOTICE AND CONDUCT OF A PUBLIC HEARING WITH RESPECT TO THE PROJECT; AND (iii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED BY THE AUTHORITY WITH RESPECT TO THE PROJECT WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New 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, LION FACTORY BUILDING, LLC, for itself and/or on behalf of an entity to be formed (collectively, the “Company”), has requested the Authority’s assistance with a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest a certain tax parcel located at 750 Second Avenue in the City of Troy, New York (the “Land”, being more particularly identified as TMID No. 080.40-2-1, currently comprised of approximately 1.69 acres with a six-story structure containing approximately 246,000 sf of building space along with exterior improvements (the “Existing Improvements”), (ii) the renovation of the Existing Improvements to be developed into 151 units of affordable residential apartment units, including common areas and related amenity spaces, building utility and mechanical improvements, structural improvements, common parking spaces, curbage and related site and exterior improvements, along with approximately 8,800 square feet of commercial space on the first floor to be leased to commercial tenants (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company; and WHEREAS, pursuant to the Act, the Authority desires to adopt a resolution describing the Project and the Financial Assistance (as hereinafter defined) that the Authority is contemplating with respect to the Project; and Page 2 of 5  WHEREAS, it is contemplated that the Authority will (i) accept the Application submitted by the Company; (ii) approve the scheduling, notice and conduct of a Public Hearing with respect to the Project; and (iii) approve the negotiation, but not the execution or delivery, of certain documents in furtherance of the Project, as more fully described below. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the Authority. Based upon the representations made by the Company to the Authority in the Company’s application and in related correspondence, the Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and (B) The Authority has the authority to take the actions contemplated herein under the Act; and (C) The action to be taken by the Authority will induce the Company to develop the Project, and otherwise furthering the purposes of the Authority as set forth in the Act; and (D) The Project will not result in the removal of a commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Authority hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and Section 2. The proposed Financial Assistance being contemplated by the Authority includes (i) a sales and use tax exemption for materials, supplies and rentals acquired or procured in furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording tax exemption(s) in connection with secured financings undertaken by the Company in furtherance of the Project; and (iii) an abatement or exemption from real property taxes levied against the Land and Facility pursuant to a PILOT Agreement to be negotiated. Section 3. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive Officer of the Authority are hereby authorized, on behalf of the Authority, to schedule, notice and conduct a public hearing in compliance with the Act and negotiate (but not execute or deliver) the terms of (A) an Agent and Financial Assistance and Project Agreement (the “Agent Agreement”), (B) a Lease Agreement, pursuant to which the Company leases the Project to the Authority (or, a Deed of conveyance to the Authority whereby the Authority will acquire fee title Page 3 of 5 to the Land and Project), (C) a related Leaseback Agreement, pursuant to which the Authority leases its interest in the Project back to the Company, (D) a PILOT Agreement, pursuant to which the Company agrees to make certain payments in-lieu-of real property taxes, and (E) related documents thereto; provided (i) the rental payments under the Leaseback Agreement include payments of all costs incurred by the Authority arising out of or related to the Project and indemnification of the Authority by the Company for actions taken by the Company and/or claims arising out of or related to the Project and (ii) the terms of the PILOT Agreement are consistent with the Authority’s Uniform Tax Exemption Policy or the procedures for deviation have been complied with. Section 4. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 5. These Resolutions shall take effect immediately. Page 4 of 5  SECRETARY'S CERTIFICATION STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, ______________________, the undersigned, ____________________ of the Troy Industrial Development Authority (the “Authority”), do hereby certify that I have compared the foregoing extract of the minutes of the meeting of the members of the Authority, including the Resolution contained therein, held on February 18, 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 f orce 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