Troy Industrial Development Authority

Board Members Chair Josh Chiappone Justin Nadeau Susan Farrell Vice Chair Elbert Watson Hon. Jim Gulli Stephanie Fitch Latasha Gardner Executive Director Hon. Sue Steele Steven Strichman BOARD OF DIRECTORS MEETING MAY 20, 2022 10:00 a.m. I. Approval of Minutes from the April 1, 2022. II. 2920 5th Ave – PILOT Restructuring III. Executive Director’s Report IV. Financials V. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  April 1, 2022 10:27 AM Regular Board Meeting Present: Jim Gulli, Susan Farrell, Stephanie Fitch, Latasha Gardner, Elbert Watson and Josh Chiappone. Absent: Justin Nadeau Also in attendance: Steven Strichman, Justin Miller Esq., Mary Ellen Flores, Matt Jones, Larry Regan, Daniel Chauvin, Deanna Dal Pos, Sharon Martin, Bob Taylor, Sue Steele, Jill Manupella, Jim D Spear and Denee Zeigler. I. Lion Factory, LLC - Public Hearing R See attached public hearing agenda. Stephanie Fitch made a motion to close the public hearing for Lion T Factory, LLC at 10:31 a.m. Josh Chiappone seconded the motion, motion carried. AF II. Minutes The board reviewed the regular board meeting minutes from February 18, 2022. Josh Chiappone made a motion to approve the February 18, 2022 regular board meeting minutes. Stephanie Fitch seconded the motion, motion carried. III. Lion Factory, LLC - Authorizing Resolution Mr. Strichman explained that this project was previously approved with separate commercial and residential components. Due to flood plain issues, the developer had to reconfigure the space and significantly reduced the commercial space on the first floor. As a result, the two PILOTs have been combined into one 30 year PILOT. The new agreement is very similar and includes a Host Community Agreement (HCA) which is paid to the city for increased cost associated with public safety. He advised there is a mix of affordable units and six market rate apartments. Mr. Strichman noted that some of the parking changes have allowed them to look into using geothermal heating for the building. Mr. Gulli explained if successful, this could be used as a model going forward. Mr. Regan explained that they have received funding from NYS 1  Clean Energy Incentive Program to make the building fully electric. He advised it is the first historic adaptive reuse project they have taken on as part of their program; normally historic buildings such as this did not allow for it to become a complexly green building. Mr. Regan noted that it will cut their utility bills by 40%. He advised there will be free broadband services. Mr. Watson asked about developer and consulting fees. Mr. Regan advised the developer fee is 8-9% and is in line with what HCR allows. No consulting fees. Mr. Watson asked what it was appraised at. Mr. Regan stated that the total site is $3.2 million which includes several properties along Third Avenue. He advised over $308,000 will go back to the city in back taxes for those residential properties. Mr. Taylor advised the completed and stabilized project appraisal should be around at $9.5 million. Ms. Gardner asked about the in-rem details. Mr. Taylor discussed the breakdown of the $309,262.65. Ms. Gardner if there are closing delays because of this in-rem. Mr. Miller noted the closings occur set times throughout the year and determine the date. Mrs. Farrell introduced two members of the Lansingburgh school board and asked about the impact. Mr. Regan noted most will be one- and two-bedroom units with minimal impact to the school district. Mr. Watson asked about property management. Mr. Regan advised yes, they have a building manager that will be living there and multiple surrounding sites that can assist when they are needed. (See attached Resolution 04/22 #1) Elbert Watson made a motion to approve the Lion Factory, LLC D authorizing resolution. Stephani Fitch seconded the motion. Latasha Gardner abstained. Motion carried 5-1. IV. R Annual Meeting Resolution Mr. Strichman reviewed the annual meeting resolution included in the board member T packet which contains approvals for the yearly review of policies, yearly audit, PARIS report and elects our annual officers. He proposed keeping the same slate of officers AF and staff with one change: Jim Gulli as vice chair. (See attached Resolution 04/22 #2) Susan Farrell made a motion to approve the Annual Meeting Resolution. Josh Chiappone seconded the motion, motion carried. V. Executive Director Report 701 River Street – We have closed and received $400,000 back for the 701 River Street project. Monument Sq – The Planning Commission has declared lead agency for this project. The IDA is listed as an involved agency and was asked if there were any objections. A response will be sent indicating there is none. City Station North – This project will not be having its closing in April due to supply costs. NY GEO Conference – This was approved already but we will have an addition of our project manager, Andrew Kreshik. VI. Financials Ms. Flores presented the statement of financial position to the board. She advised that as of February 28, 2022, there is $503,394.98 in assets and $128,306.91 in cash. She advised $210,195.12 in liabilities, leaving a fund balance of $293,199.86. Most significant 2  changes were in receivables. Attached is a schedule to show the list of PILOTs that have not been received yet. Mr. Jones noted that four have been received in March and are not showing for the February financials. Ms. Flores presented the statement of activity for February and explained there is a deficit of $4,509. Revenue from admin and application fees make up the largest amounts. Expenses include accounting fees related to the audit. Josh Chiappone made a motion to approve the financials as presented. Susan Farrell seconded the motion, motion carried. VII. Adjournment With no additional business to discuss, the IDA regular board meeting was adjourned at 11:09 a.m. Stephanie Fitch made a motion to adjourn IDA board meeting at 11:09. Latasha Gardner seconded the motion, motion carried. D R T AF 3  PROJECT AUTHORIZING RESOLUTION (Lion Factory Building, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on April 1, 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 VACANT Elbert Watson X Susan Farrell X VACANT D Hon. Jim Gulli Josh Chiappone Stephanie Fitch Latasha Gardner X X X X R The following persons were ALSO PRESENT: Steven Strichman, Justin Miller, Larry Regan, Daniel Chauvin, Deanna Dal Pos, Sharon Martin, Bob Taylor, Sue Steele, Jill Manupella, T Jim Spear, MaryEllen Flores, Matt Jones and Denee Zeigler. AF After the meeting had been duly called to order, the Chairman announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to a proposed project for the benefit of Lion Factory Building, LLC. On motion duly made by Elbert Watson and seconded by Stephanie Fitch, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Justin Nadeau X VACANT Elbert Watson X Susan Farrell X VACANT Hon. Jim Gulli X Josh Chiappone X Stephanie Fitch X Latasha Gardner X Page 1 of 9  Resolution No. 04/01 #1 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) AUTHORIZING THE UNDERTAKING OF A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT OF LION FACTORY BUILDING, LLC (THE “COMPANY”); (ii) ADOPTING FINDINGS PURSUANT TO THE STATE ENVIRONMENTAL QUALITY REVIEW ACT (“SEQRA”) WITH RESPECT TO THE PROJECT; AND (iv) AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND AGREEMENTS RELATING TO THE PROJECT WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to D 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 R 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 T approximately 1.69 acres with a six-story structure containing approximately 246,000 sf of AF 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, by resolution adopted February 18, 2022 (the “Initial Project Resolution”), the Authority (i) accepted the Application submitted by the Company, (ii) authorized the scheduling, notice and conduct of a public hearing with respect to the Project (the “Public Hearing”), and (iii) described the forms of financial assistance being contemplated by the Authority with respect to the Project (the “Financial Assistance”, as more fully described herein); and Page 2 of 9  WHEREAS, pursuant to the Initial Project Resolution, the Authority duly scheduled, noticed and conducted the Public Hearing at 10:00 a.m. on April 1, 2022 whereat all interested persons were afforded a reasonable opportunity to present their views, either orally or in writing on the location and nature of the Facility and the proposed Financial Assistance to be afforded the Company in connection with the Project (a copy of the Minutes of the Public Hearing, proof of publication and delivery of Notice of Public Hearing being attached hereto as Exhibit A); and WHEREAS, pursuant to application by the Company, the Planning Commission of the City of Troy (the “Planning Commission”), as lead agency pursuant to the State Environmental Quality Review Act and regulations adopted pursuant thereto (collectively, “SEQRA”), previously reviewed the Project and adopted a negative declaration (the “Negative Declaration”) with respect to the Project, a copy of which is attached hereto as Exhibit B; and WHEREAS, the Authority and Company have negotiated the terms of an Agent and Financial Assistance and Project Agreement (the “Agent Agreement”), a Lease Agreement (the “Lease Agreement”), related Leaseback Agreement (the “Leaseback Agreement”) and related Payment-in-lieu-of-Tax Agreement (the “PILOT Agreement”), and, subject to the conditions set D forth within this resolution, it is contemplated that the Authority will (i) acquire a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement, (ii) appoint the Company agent of the Authority to undertake the Project and lease the Land, Existing Improvements, Improvements and Equipment constituting the Facility to the Company for the R term of the Leaseback Agreement and PILOT Agreement, and (ii) provide certain forms of Financial Assistance to the Company, including (a) mortgage recording tax exemption(s) relating to one or more financings secured in furtherance of the Project; (b) a sales and use tax exemption for purchases and rentals related to the construction and equipping of the Project; and (c) a T partial real property tax abatement structured through the PILOT Agreement. AF NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the Authority. Based upon the representations made by the Company to the Authority in the Company's application and in related correspondence, the Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and (B) The Authority has the authority to take the actions contemplated herein under the Act; and (C) The action to be taken by the Authority will induce the Company to develop the Project, thereby increasing employment opportunities in the City of Troy, New York, and otherwise furthering the purposes of the Authority as set forth in the Act; and Page 3 of 9  (D) The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Authority hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and (E) The Authority has reviewed the Negative Declaration adopted by the Planning Commission and determined the Project involves an “Unlisted Action” as said term is defined under SEQRA. The review is uncoordinated. Based upon the review by the Authority of the Negative Declaration, related Environmental Assessment Form (the “EAF”) and related documents delivered by the Company to the Authority and other representations made by the Company to the Authority in connection with the Project, the Authority hereby ratifies the SEQRA determination made by the Planning Commission and the Authority further finds that (i) D the Project will result in no major impacts and, therefore, is one which may not cause significant damage to the environment; (ii) the Project will not have a “significant effect on the environment” as such quoted terms are defined in SEQRA; and (iii) no “environmental impact statement” as such quoted term is defined in SEQRA, need be prepared for this action. This R determination constitutes a negative declaration in connection with the Authority’s sponsorship and involvement with the Project for purposes of SEQRA. Section 2. The Authority hereby accepts the Minutes of the Public Hearing and T approves the provision of the proposed Financial Assistance to the Company, including (i) a AF 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. Section 3. Subject to the Company executing the Leaseback Agreement and/or a related Agent Agreement, along with the delivery to the Authority of a binder, certificate or other evidence of liability insurance policy for the Project satisfactory to the Authority, the Authority hereby authorizes the undertaking of the Project, including the acquisition of a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement and related recording documents, the form and substance of which shall be approved as to form and content by counsel to the Authority. Subject to the within conditions, the Authority further authorizes the execution and delivery of the Leaseback Agreement, wherein the Company is authorized to undertake the construction and equipping of the Improvements and hereby appoints the Company as the true and lawful agent of the Authority: (i) to acquire, construct and equip the Improvements and acquire and install the Equipment; (ii) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent for the Authority with the authority to delegate such agency, in whole or in part, to agents, subagents, contractors, and subcontractors of such agents and subagents and to such other parties as the Company chooses; and (iii) in Page 4 of 9 general, to do all things which may be requisite or proper for completing the Project, all with the same powers and the same validity that the Authority could do if acting in its own behalf. The foregoing authorization and appointment by the Authority of the Company as agent to undertake the Project shall expire on December 31, 2022, unless extended by the Executive Director of the Authority upon written application by the Company. Based upon the representation and warranties made by the Company the Application, the Authority hereby authorizes and approves the Company, as its agent, to make purchases of goods and services relating to the Project and that would otherwise be subject to New York State and local sales and use tax in an amount up to $23,308,900.00, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $1,864,712.00. The Authority agrees to consider any requests by the Company for increase to the amount of sales and use tax exemption benefits authorized by the Authority upon being provided with appropriate documentation detailing the additional purchases of property or services, and, to the extent required, the Authority authorizes and conducts any supplemental public hearing(s). D Pursuant to Section 1963-b of the Act, the Authority may recover or recapture from the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, any sales and use tax exemption benefits taken or purported to be taken by the Company, its agents, consultants, subcontractors, or any other party R authorized to make purchases for the benefit of the Project, if it is determined that: (i) the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, is not entitled to the sales and use tax exemption benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized to T be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to AF make purchases for the benefit of the Project; (iii) the sales and use tax exemption benefits are for property or services not authorized by the Authority as part of the Project; (iv) the Company has made a material false statement on its application for financial assistance; (v) the sales and use tax exemption benefits are taken in cases where the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project fails to comply with a material term or condition to use property or services in the manner approved by the Authority in connection with the Project; and/or (vi) the Company obtains mortgage recording tax benefits and/or real property tax abatements and fails to comply with a material term or condition to use property or services in the manner approved by the Authority in connection with the Project (collectively, items (i) through (vi) hereby defined as a “Recapture Event”). As a condition precedent of receiving sales and use tax exemption benefits, mortgage recording tax exemption benefits, and real property tax abatement benefits, the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, must (i) if a Recapture Event determination is made by the Authority, cooperate with the Authority in its efforts to recover or recapture any sales and use tax exemption benefits, mortgage recording tax benefits and/or real property tax abatements abatement benefits, and (ii) promptly pay over any such amounts to the Authority that the Authority demands, if and as so required to be paid over as determined by the Authority. Page 5 of 9  Section 4. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive Officer of the Authority are hereby authorized, on behalf of the Authority, to execute, deliver (A) the Agent Agreement, wherein the Authority will appoint the Company as agent to undertake the Project, (B) the Lease Agreement, pursuant to which the Company will lease its interest in the Land, Existing Improvements, Improvements and Equipment constituting the Facility to the Authority, (C) the Leaseback Agreement, pursuant to which the Authority will lease its interest in the Land, Existing Improvements, Improvements and Equipment constituting the Facility back to the Company, (D) the PILOT Agreement pursuant to which the Company shall be required to make certain PILOT Payments to the Authority for the benefit of the Affected Taxing Jurisdictions (along with a related PILOT Mortgage Agreement, or in the discretion of the Executive Director, a sufficient guaranty of performance under the Leaseback Agreement and PILOT Agreement), and (E) related documents, including, but not limited to, Sales Tax Exemption Letter(s), Bills(s) of Sale and related instruments; provided the rental payments under the Leaseback Agreement include payments of all costs incurred by the Authority arising out of or related to the Project and indemnification of the Authority by the Company for actions taken by the Company and/or claims arising out of or related to the Project. D Section 5. The Chairman, Vice Chairman and/or the Executive Director/Chief Executive Officer of the Authority are hereby further authorized, on behalf of the Authority, and to the extent necessary, to execute and deliver any mortgage, assignment of leases and rents, security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by R these resolutions or required by any lender identified by the Company (the “Lender”) up to a maximum principal amount necessary to undertake the Project and/or finance/refinance acquisition and Project costs, equipment and other personal property and related transactional costs, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby T authorized to affix the seal of the Authority to the Authority Documents and to attest the same, AF all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the execution thereof by the Chairman, Vice Chairman or the Executive Director/Chief Executive Officer of the Authority to constitute conclusive evidence of such approval; provided, in all events, recourse against the Authority is limited to the Authority’s interest in the Project. Section 6. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 7. These Resolutions shall take effect immediately. Page 6 of 9  T AF R D  EXHIBIT A PUBLIC HEARING MATERIALS D R T AF Page 8 of 9  EXHIBIT B SEQRA MATERIALS D R T AF Page 9 of 9  ANNUAL MEETING RESOLUTIONS A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on April 1, 2022 at 10:00 a.m., local time, at 433 River Street, Troy, New York 12180. Resolution No. 04/22 #2 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE AUTHORITY AUDIT FOR FISCAL YEAR 2021, (ii) ADOPTING AND RE-ADOPTING CERTAIN REPORTS, POLICIES, STANDARDS AND PROCEDURES RELATING TO THE PUBLIC AUTHORITIES ACCOUNTABILITY ACT OF 2005, AS AMENDED BY CHAPTER 506 OF THE LAWS OF 2009 OF THE STATE OF NEW YORK, (iii) ELECTING BOARD OFFICERS; (iv) APPOINTING BOARD COMMITTEE POSITIONS; (iv) RE-APPOINTING AUTHORITY STAFF, AND (v) RELATED MATTERS D 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 R own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping industrial, manufacturing and commercial facilities as authorized by the Act; and T WHEREAS, pursuant to Section 2 of the Public Authorities Law (“PAL”) of the State, the provisions of the Public Authorities Accountability Act of 2005, as amended by Chapter 506 AF of the Laws of 2009 of the State of New York (“PAAA”) the Authority constitutes a “local authority”; and WHEREAS, pursuant to and in accordance with PAAA and the By-laws of the Authority, the Board desires to conduct its annual meeting, whereat the Authority shall (i) review and approve the Annual Audit for Fiscal Year 2021; and (ii) adopt and readopt certain policies, standards and procedures pursuant to and in accordance with PAAA; and WHEREAS, pursuant to and in accordance with the By-laws of the Authority, the Board further desires to (i) elect Board Officers; (ii) establish committee memberships; (iii) re-appoint Authority staff; and (iv) authorize related matters. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. Pursuant to PAAA and PARA, the Authority has reviewed the Mission Statement and Performance Measures and the Authority hereby determines that no changes are required to the Mission Statement and Performance Measures and that the same is hereby approved. Page 1 of 5  Section 2. Pursuant to PAAA and PARA, the Authority has reviewed the Investment Policy and Disposition of Property Policy and the Authority hereby determines that no changes are required and that both policies are hereby re-adopted and approved. Section 3. The Authority has reviewed, and upon recommendation by the Audit and Finance Committee, does hereby approve and accept the Annual Audit of the Authority for Fiscal Year 2021 as prepared and presented by Wojeski & Company CPAs, PC. Section 4. Annual Officer Election. Upon motion, second and board roll call vote, the following individuals are duly appointed to serve in the respective Officer Positions in accordance with the By-laws of the Authority for the period January 1, 2022 through December 31, 2022: Justin Nadeau, Chair Hon. Jim Gulli, Vice Chair Elbert Watson, Treasurer Susan Farrell, Secretary D All Directors of the Authority shall participate in such required annual and continuing training as may be required to remain informed of best practices, regulatory and statutory changes relating to the effective oversight of the management and financial activities of public authorities and to adhere to the highest standards of responsible governance. Further, each R Director shall execute (i) a Certification of No Conflict of Interest (ii) an Acknowledgement of Fiduciary Duties and Responsibilities. Section 5. T Audit and Finance Committee. Pursuant to subdivision 4 of Section 2824 of the PAL, and in accordance with the By-laws of the Authority, the following Directors AF are nominated and confirmed to serve on the Audit and Finance Committee of the Authority for the period January 1, 2022 through December 31, 2022: Committee of the Whole The Audit and Finance Committee shall perform the functions as described in the By- Laws. Section 6. Governance Committee. Pursuant to subdivision 7 of Section 2824 of the PAL, and in accordance with the By-laws of the Authority, the following Directors are nominated and confirmed to serve on the Governance Committee of the Authority for the period January 1, 2022 through December 31, 2022: Elbert Watson, Susan Farrell and Stephanie Fitch The Governance Committee shall perform the functions as described in the By-Laws. Page 2 of 5  Section 7. Appointment of Staff. Pursuant to and in accordance with the By-laws of the Authority, the Directors of the Authority hereby ratify the appointment of the following individuals to serve as at will employees in the following appointed positions: Steven Strichman, Executive Director and Chief Executive Officer Denee Zeigler, Acting Secretary Dylan Turek, Director of Economic Development Andrew Kreshik, Project Manager The foregoing officers shall enter upon the discharge of their duties as provided in the By-Laws of the Authority. The Board hereby designates the Executive Director as the Authority’s FOIL Officer and Contracting Officer. The Chairman shall serve as the FOIL Appeals Officer of the Authority. Section 8. The Authority hereby authorizes and approves the 2021 Annual Report to be filed with (i) the New York State Authority Budget Office via the Public Authorities Reporting Information System, and (ii) the appropriate local officials. D Section 9. That the budget for fiscal year ending December 31, 2022 and the proposed budgets for fiscal years ending December 31, 2023 through December 31, 2025, attached hereto, are hereby approved and the Authority ratifies the actions of the officers and directors consistent with each such budget and any payments made thereunder prior to the date of this meeting. R Section 10. The officers, employees and agents of the Authority are hereby authorized T and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such checks, certificates, instruments and documents, to pay all AF such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 11. These Resolutions shall take effect immediately. Page 3 of 5  The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows: Member Aye Nay Abstain Absent Justin Nadeau, Chairman X Susan Farrell X Elbert Watson X Hon. Jim Gulli X Stephanie Fitch X Latasha Gardner X Josh Chiappone X VACANT VACANT D R T AF Page 4 of 5  T AF R D  AUTHORIZING RESOLUTION (School 1 Redevelopment Project – 2920 5th Ave. Assoc. LLC) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on May 20, 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 Aye Nay Abstain Absent Justin Nadeau Elbert Watson Susan Farrell Hon. Sue Steele 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 2920 5th Ave. Assoc. 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. Sue Steele Hon. Jim Gulli Josh Chiappone Stephanie Fitch Latasha Gardner Page 1 of 5  Resolution No. ____ RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) AUTHORIZING (i) THE OWNERSHIP RESTRUCTURING OF A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT OF 2920 5TH AVE. ASSOC. LLC (THE “COMPANY”); AND (ii) 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 Project Authorizing Resolution adopted February 19, 2016 (the “Project Authorizing Resolution”), the Authority previously appointed 2920 5TH AVE. ASSOC. LLC (the “Company”) as agent to undertake a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold or other interest in certain parcels of real property located at, adjacent or near 2955 Fifth Avenue, Troy, New York 12180 (the “Land”, being primarily comprised of approximately .51 acres and identified as TMID No. 090.070-7-1 and adjacent realty) and the existing improvements located thereon, including a 4-story building containing approximately 35,366 sf of rentable commercial space and related improvements located thereon (the “Existing Improvements”, being formerly owned and operated as School 1 by the Enlarged City School District of Troy); (ii) the planning, design, rehabilitation, construction, reconstruction and renovation of the Existing Improvements and upon the Land of a commercial apartment building that will include 28 units of residential apartments and related amenities, along with renovations to the building structure, common areas, heating systems, plumbing, roofs, elevators, windows, and other onsite and offsite parking, curbage and infrastructure improvements (collectively, the “Improvements”); and (iii) the acquisition and installation in and around the Land, Existing Improvements and Improvements of certain machinery, equipment and other items of tangible personal property (the “Equipment”, and collectively with the Land, Existing Improvements, Improvements and the Equipment, the “Facility”); and WHEREAS, pursuant to and in accordance with the Project Authorizing Resolution, the Authority and Company entered into certain documents and agreements, each dated as of July 12, 2016, including an Agent and Financial Assistance and Project Agreement (the “Agent Agreement”), 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”), Environmental Compliance and Indemnification Agreement (“ECA”) and related documents (collectively, the “Authority Documents”); and Page 2 of 5  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 connection with the Project’s utilization of Historic Tax Credits (“HTC’s), the Company and original lender utilized a “Master Tenant” Structure whereby the Facility was subleased to 2920 FIFTH AVE. MASTER TENANT, LLC (the “Master Tenant”), with certain of the Authority Documents including the acknowledgment and guaranty of the Master Tenant, including the Leaseback Agreement, PILOT Agreement and ECA (the “Guarantees”); and WHEREAS, the HTC compliance period has expired and in connection with the Company’s refinance of the Facility with KEYBANK NATIONAL ASSOCIATION, a national banking association, as mortgagee (the “Permanent Lender”), the Company will terminate the “Master Tenant” Structure and the Master Tenant will withdraw as an equity member of the Company; and WHEREAS, the Company has requested the Authority’s (i) consent and approval the change in the Company’s beneficial ownership, (ii) release of the Master Tenant from the Guarantees (the “Release”), and (iii) execution and delivery of certain financing documents in favor of the Permanent Lender (the “Permanent Mortgage Documents”). 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 (i) the change in the Company’s beneficial ownership, (ii) the provision of the Release in the form of a recordable Release Agreement, and (iii) the execution and delivery of the Permanent Mortgage Documents. No new financial assistance is authorized by the Authority. 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 Release Agreement, Permanent Mortgage Documents, 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 Page 3 of 5 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 May 20, 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