Troy Industrial Development Authority

June 1, 2023 10:00 AM Regular Board Meeting Present: Jeff Betts, Susan Farrell, Hon. Sue Steele, Elbert Watson, Latasha Gardner, Stephanie Fitch, Hon. Jim Gulli and Josh Chiappone. Absent: Also in attendance: Steven Strichman, Dylan Turek, Justin Miller, Esq., Matt Jones, Eric Li, Cosmo Marfione, Jon Lapper, David Smith, Trudy Hanmer, Ed Anker, Michael Phinney, Tara Borodin, Deanna Dal Pos, Drea Leanza and Denee Zeigler. I. Public Hearing - LLH Ferry, LLC (See attached Public Hearing Agenda) II. Public Hearing – Kings Commons II (See attached Public Hearing Agenda) III. Minutes The board reviewed the minutes from the April 21, 2023 regular board meeting. Motion to approve the April 21, 2023 regular board meeting minutes. – Sue Steele Second – Josh Chiappone Approved IV. Executive Director’s Report June Meetings – Steve announced his last meeting as executive director will be this one and possibly June 29th or 30th. Mlock Parcel – The IDA still owns this Mlock parcel located behind the Marshal Ray building at 701 River Street. We will need to transfer that to the city for riverfront trail use at some point in the future. There is also a city owned parcel just north that may be coming to the LDC and/or IDA soon. City Station North Closing – The closing for this project happened on May 31st and we received administration fees in the amount of $310,000. This project had several delays related to COVID and is glad to see that it is finalized. Verity Engineering - A meeting was held with the engineer and the city’s CDBG department about the design of a trail along 1st Ave in Lansingburgh. There is a way to create a shared use trail in this area and allow a connection to other parts of the trail. The CDBG department will be doing the paving along this street. 1 V. Catholic Central project Removed from this month’s agenda. VI. City Staffing Agreement An annual payment is made to the city for reimbursement of staff time. It has been the same amount since 2015. An increase from $100,000 to $125,000 is proposed in this agreement. Mr. Chiappone asked if there is someone coming in to fill the executive director spot. Mr. Strichman noted that the deputy mayor automatically fills this position if vacant. VII. Grant Writing NYS’s Consolidated Funding Applications are out and due by July 28th. With change of staff and several large projects coming up it is important to have some assistance with getting the applications in. An amount of up to $20,000 would cover this assistance. Following procurement guidelines for this amount, two quotes have been received. One by EDR and the other from River Street Planning. Mr. Watson asked if there is familiarity with these companies. Mr. Strichman advised yes; he has worked with them both on several projects. Motion to approve up to $20,000 to be spent on grant writing services through EDR and River Street Planning. – Jim Gulli Second – Susan Farrell Approved VIII. 504 Holdings, LLC – Initial Project Resolution Mr. Strichman introduced Ed Anker and Mike Phinney to the board who are here to discuss their project at 504 Broadway. The site is located across from the News building at the corner of Fifth Avenue and Broadway. They have been through the planning commission already. The design will include adding a third floor and a portion of it will become their main office. Mr. Anker spoke to the board about the project details. He noted he is an RPI graduate who is excited to expand and add a Troy location. Over the next five years, they will increase their staff to 28 people. Their office will be on the third floor of the building adding an additional 7500 sf of space. The building will be completely net zero, mass timber construction. It will be completely self-sufficient when it comes to energy use; not connected to any fossil fuels or municipal utilities. The ground floor is planned to be used for restaurant space that follows the efficiency of the rest of the building. On street, car charging stations are also planned for in front of the building. Mr. Anker, also and RPI graduate, spoke about his work with sustainable design and the importance of growing his business in Troy. They are outgrowing the space they currently have in Saratoga and feel they can transform this building to fit in with the urban and historical feel of Troy. Mr. Strichman advised it is a $9.3 million dollar project that will create/retain approximately 28 jobs. Mr. Miller asked for clarification about the two locations and the restaurant space. Mr. Phinney explained they will have the two locations and have had experience with restaurants in the past so he will most likely try to remain connected to that space. Mr. Miller advised that there will be wording in the paperwork about the retail space. Mr. Watson asked about parking. Mr. Phinney noted that there will be some on street parking and the charging stations. They added that the parking garage is nearby for after hours and many employees will be walking to work. Mr. Betts asked about the Net Zero aspect of the project. Mr. Anker explained that they are receiving a grant from NYSERDA. (See attached Resolution 06/23 #1) 2  Motion to approve the Initial Project Resolution for 504 Holdings, LLC – Sue Steele Second - Stephanie Fitch Approved IX. New Business Marina Riverwalk North – The city was awarded DRI funding to extend the riverwalk trail behind the building (433 River) north to Rensselaer Street. The temporary easement runs through the parking lot and the permanent easement is cantilevered over the riverbank. We have funding to build and we have design funding from NYS that requires a 50% match. We are working with the building owners to get the match needed. This grant expires in December 2023, so it is critical to get the survey portion started now. LaBella has been working with the city on this project and is already approved by city council. They can complete the survey for just under $8,000. Motion to approve LaBella to complete the Riverfront North Extension Survey for up to $8,000. – Susan Farrell Second – Elbert Watson Approved X. American Cinema Redevelopment Project – Initial Project Resolution The Proctor’s Collaborative is taking on this much needed theater renovation on similar to other projects they have taken on throughout the Capital Region. It will be great to have Proctor’s in Troy. The property currently generates a small amount of taxes for the city. They have historic tax credits require them to need a for profit corporation to complete the project. It is a $4 Million Dollar investment that will bring in an additional activity to the downtown. They will be looking for tax incentives for the first 5-7 years. In the end, the project will go back to Proctors Collaborative as a not for profit. Mr. Miller provided some additional background on the project and noted that we did receive an application from them in 2020. We spoke to them recently where we reviewed the original application and adjusted retail use. Mr. Betts noted that this is the first project I’ve seen with so many part time wages and asked how they are calculated and asked if they will move forward without the IDA’s help. Mr. Strichman advised it would be taxing on their bottom line if they were not able to get assistance from us. (See attached Resolution 06/23 #2) Motion to approve the Initial Project Resolution for American Cinema Redevelopment Project – Sue Steele. Seconded – Latasha Gardner Approved XI. Kings Commons II, LLC – Project Authorizing Resolution Mr. Strichman thanked Mr. Watson’s help in going through the financials. He recapped the project stating there will be 52 apartments with 94 bedrooms. Adding a note for the number of bedrooms to avoid confusion about the first Kings Common project. He advised that the first project has been a performing well. They will most likely be looking at a 20- year PILOT. Time has been spent on analyzing the debt service ration and income amounts. The neighborhood opposed the demolition of nearby buildings, so there have been adjustments in the project that have caused costs to go up. Mr. Watson discussed the financial process and what was reviewed. Mr. Strichman advised that many of the 3  surrounding buildings have had issues with police calls and being boarded up. This project will help with both issues. Mr. Chiappone asked how we responded to the public comments. Mr. Strichman advised that the developer has done a lot to preserve the buildings and work to improve the project based on neighborhood comments. Mr. Gulli asked if they would still be able to complete the project if they did not receive the PILOT. Mr. Marfione advised that it will be close enough with the PILOT benefits, without the benefits, it may not work. Mr. Strichman explained that the location of the building and the additional work and new construction had added additional costs. (See attached Resolution 06/23 #3) Motion to approve the Project Authorizing Resolution for Kings Commons II, LLC – Sue Steele Second – Elbert Watson Opposed – Jeff Betts and Jim Gulli Approved 6-2 XII. LLH Ferry, LLC – Project Authorizing Resolution Mr. Strichman recapped the project for the board and noted this renovation project is located at 99 Ferry Street that when completed will have two commercial spaces and eight residential. He noted it is an expensive development for an older, long vacant downtown building. The length of the PILOT is seven years paralleling his financing to help make the project feasible. Mrs. Gardner asked about the number of residential units. He advised it will be eight units. (See attached Resolution 06/23 #4) Motion to approve the Project Authorizing Resolution for LLH Ferry, LLC – Josh Chiappone Second – Elbert Watson Approved XIII. Adjournment to CRC Motion to approved to temporarily adjourn the Troy IDA to convene the Troy CRC meeting at 11:22 a.m. – Sue Steele Second - Susan Farrell Approved The meeting reconvened at 11:27 a.m. XIV. Financials Mr. Jones presented the statement of financial position to the board. He advised that as of April 30, 2023 the total assets stand at $934,153. with $685,596 in cash. There is zero in liabilities, leaving a fund balance of $733,268.72. No significant changes to the statement of financial position. Mr. Jones presented the statement of activity for April and explained there is a surplus of $2,889.64. Sources of income were project application fees No significant sources of revenue with the most significant expense was for the monthly accounting fees and final billing for the audit. 4  Mr. Strichman reviewed the aging report with the board members. Mr. Miller advised that they are working with CFO to send out notices. The project at 444 River is the only project currently late. Mr. Gulli asked what happens to projects that fall behind. Mr. Miller advised they can go into default and lose their assistance. Motion to approve financials as presented – Sue Steele Second – Susan Farrell Approved XV. Adjournment With no additional business to discuss, the IDA regular board meeting was adjourned at 11:33 a.m. Motion to adjourn – Josh Chiappone Second – Jim Gulli Approved 5  PUBLIC HEARING AGENDA TROY INDUSTRIAL DEVELOPMENT AUTHORITY LLH FERRY, LLC JUNE 1, 2023 at 10:00 A.M. CITY HALL, 433 RIVER STREET, 5TH FLOOR, TROY, NEW YORK 12180 Report of the public hearing of the Troy Industrial Development Authority (the “Authority”) regarding the LLH Ferry, LLC held on June 1, 2023 at 10:00 a.m., at the Troy City Hall, located at 433 River Street, 5th Floor, Troy, New York 12180. I. ATTENDANCE Steven Strichman, Executive Director Jeff Betts, Chair Jim Gulli, Vice Chair Susan Farrell, Secretary Elbert Watson, Treasurer Latasha Gardner, Board Member Stephanie Fitch, Board Member Josh Chiappone, Board Member Justin Miller, Board Attorney Matt Jones, CFO Eric Li, Company Representative Cosmo Marfione, General Public Jon Lapper, General Public Trudy Hanmer, General Public David Smith, General Public Ed Anker, General Public Michael Phinney, General Public Tara Borodin, General Public Deanna Dal Pos, General Public Drea Leanza, General Public II. CALL TO ORDER: (Time: 10:00 a.m.). Jeff Betts opened the hearing and Justin Miller read the following into the hearing record: This public hearing is being conducted pursuant to 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 (collectively, the “Act”). A Notice of Public Hearing describing the Project was published in Troy Record, a copy of which is attached hereto and is an official part of this transcript. A copy of the Application submitted by LLH Ferry, LLC to the Authority, along with a cost-benefit analysis, is available for review and inspection by the general public in attendance at this hearing. III. PROJECT SUMMARY  LLH FERRY, LLC, for itself and/or on behalf of an entity to be formed (collectively, the “Company”), has requested assistance from the Troy Industrial Development Authority (the “Authority”) for a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in an approximately 0.05 acre parcel of land located at 99 Ferry Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 101.61-7- 16) and the existing improvements located thereon consisting of approximately 7,008 sf of multi- story building spaces (the “Existing Improvements”), (ii) the renovation of the Existing Improvements and the planning, design, engineering, construction and operation of a mixed use commercial and residential facility containing approximately 2,336 sf of commercial space and 8 market rate rental apartment units, all to be leased by the Company to commercial and residential tenants, including building improvements, modifications, upgrades, and related site and exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company. It is contemplated that the Authority will acquire a leasehold interest in the Facility and lease the Facility back to the Company. The Company will operate the Facility during the term of the leases. The Authority contemplates that it will provide financial assistance (the “Financial Assistance”) to the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to the Project; and (b) a partial real property tax abatement structured through a PILOT Agreement. The foregoing Financial Assistance and the Authority’s involvement in the Project are being considered to promote the economic welfare and prosperity of residents of the City of Troy, New York. IV. AGENCY COST-BENEFIT ANALYSIS: Attached IV. SEQRA: The Authority will serve as Lead Agency for purposes of SEQRA review for the Project. VI. PUBLIC COMMENTS No Public Comments. VII. ADJOURNMENT As there were no comments, the public hearing was closed at 10:07 a.m.  PUBLIC HEARING AGENDA TROY INDUSTRIAL DEVELOPMENT AUTHORITY KINGS COMMONS II, LLC JUNE 1, 2023 at 10:00 A.M. CITY HALL, 433 RIVER STREET, 5TH FLOOR, TROY, NEW YORK 12180 Report of the public hearing of the Troy Industrial Development Authority (the “Authority”) regarding the Kings Commons II, LLC held on June 1, 2023 at 10:00 a.m., at the Troy City Hall, located at 433 River Street, 5th Floor, Troy, New York 12180. I. ATTENDANCE Steven Strichman, Executive Director Jeff Betts, Chair Jim Gulli, Vice Chair Susan Farrell, Secretary Elbert Watson, Treasurer Latasha Gardner, Board Member Stephanie Fitch, Board Member Josh Chiappone, Board Member Justin Miller, Board Attorney Matt Jones, CFO Cosmo Marfione, Company Representative Jon Lapper, Company Representative Trudy Hanmer, Company Representative David Smith, Company Representative Ed Anker, General Public Michael Phinney, General Public Tara Borodin, General Public Eric Li, General Public Deanna Dal Pos, Real Estate Drea Leanza, General Public II. CALL TO ORDER: (Time: 10:00 a.m.). Jeff Betts opened the hearing and Justin Miller read the following into the hearing record: This public hearing is being conducted pursuant to 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 (collectively, the “Act”). A Notice of Public Hearing describing the Project was published in Troy Record, a copy of which is attached hereto and is an official part of this transcript. A copy of the Application submitted by Kings Commons II, LLC to the Authority, along with a cost-benefit analysis, is available for review and inspection by the general public in attendance at this hearing. III. PROJECT SUMMARY 4856-4331-9900\ v3  KINGS COMMONS II, LLC, for itself and/or on behalf of an entity to be formed (collectively, the “Company”), has requested assistance from the Troy Industrial Development Authority (the “Authority”) for a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in approximately .52 acres of land located in the vicinity of Fifth Avenue and Federal Street in the City of Troy, New York (the “Land”, being more particularly identified as TMID Nos. 101.38-9-7, which includes former 101.38-9-8, 101.38-9-9, 101.38-9-10, 101.46-1-1, 101.46-1-2.1 and 101.46-1-3, as may be merged), along with various improvements and structures located thereon that include 16 apartment units (the “Existing Improvements”), (ii) the partial demolition of the Existing Improvements and the planning, design, engineering, construction and operation of a mixed-use, multi-story building retaining some elements of the Existing Improvements and containing 52 market rate apartment units to accommodate no more than 94 bedrooms, along with related management office spaces, approximately 600 square feet of commercial spaces to be leased, internal common areas and related amenity spaces, 36 internal covered parking spaces, 18 exterior surface parking spaces, curbage and related onsite and offsite exterior infrastructure, driveway, roadway and parking 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. It is contemplated that the Authority will acquire a leasehold interest in the Facility and lease the Facility back to the Company. The Company will operate the Facility during the term of the leases. The Authority contemplates that it will provide financial assistance (the “Financial Assistance”) to the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to the Project; (b) mortgage recording tax exemptions(s) related to financings undertaken by the Company to construct the Facility; and (c) a partial real property tax abatement structured through a PILOT Agreement. The foregoing Financial Assistance and the Authority’s involvement in the Project are being considered to promote the economic welfare and prosperity of residents of the City of Troy, New York. IV. AGENCY COST-BENEFIT ANALYSIS: Attached IV. SEQRA: The City of Troy Planning Commission served as Lead Agency for purposes of SEQRA review for the Project. VI. PUBLIC COMMENTS Drea Leanza, a resident who resides a block away from the project site at 2227 Fifth Ave, spoke about the project. First, she wanted to thank Steven Strichman for his help navigating the discussions with the community which took place. She noted a letter was submitted early on regarding this project. Mrs. Leanza spoke about the kinds of development we are encouraging in the City of Troy by giving them tax breaks. The things that make Troy special is the neighborhoods. The neighborhoods are seeing a lot of large, densely packed development coming into the city. She explained it is not what attracts people or stabilizes neighborhoods, rather it attracts people who will be living in a place short term while they look for a larger place to spend their life in. Mrs. Leanza noted people in her neighborhood have lived there for generations. She has lived there for 17 years and would like to see encourage more neighborhood development to be encourage smaller two-family homes instead of huge buildings that overwhelm and take over the neighborhood. She added it undermines the existing neighborhoods. She thanked the board for their hard work and time on this. VII. ADJOURNMENT As there were no comments, the public hearing was closed at 10:14 a.m.  INITIAL PROJECT RESOLUTION (504 Holdings, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on June 1, 2023 at 10:00 a.m., local time, at 433 River Street, 5th Floor, Troy, New York 12180. The meeting was called to order by the Chairman and, upon roll being called, the following members of the Authority were: Member Present Absent Jeff Betts X Susan Farrell X Elbert Watson X Hon. Jim Gulli X Stephanie Fitch X Latasha Gardner X Josh Chiappone X Hon. Sue Steele X The following persons were ALSO PRESENT: Steven Strichman, Dylan Turek, Justin Miller Esq., Cosmo Marfione, Jon Lapper, Matt Jones, Eric Li, David Smith, Trudy Hanmer, Ed Anker, Michael Phinney, Tara Borodin , Deanna Dal Pos, Drea Leanza and Denee Zeigler 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 504 Holdings, LLC. On motion duly made by Sue Steele and seconded by Stephanie Fitch, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Josh Betts X Susan Farrell X Elbert Watson X Hon. Jim Gulli X Stephanie Fitch X Latasha Gardner X Josh Chiappone X Hon. Sue Steele X Page 1 of 5  Resolution No. 06 #1 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF 504 HOLDINGS, LLC (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, 504 HOLDINGS, 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 in an approximately 0.15 acre parcel of land located at 504 Broadway, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 101.53-6-22) and the existing improvements located thereon consisting of an approximately 10,000 sf two-story building and related improvements (the “Existing Improvements”), (ii) the demolition of the Existing Improvements and the planning, design, engineering, construction and operation of a 4-story multi-tenanted structure containing approximately 20,000 sf of building space to be leased by the Company to commercial and retail tenants, including a ground floor restaurant facility and commercial and professional office spaces on the upper floors, along with site work, parking improvements, curbage, utilities, signage and other site and exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land 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  INITIAL PROJECT RESOLUTION (Dauchy/River Triangle, LLC – American Cinema Redevelopment Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on July 14, 2017 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 Vice Chairman and, upon roll being called, the following members of the Authority were: MEMBER PRESENT ABSENT Kevin O’Bryan X Brian Carroll X Hon. Dean Bodnar X Hon. Robert Doherty X Louis Anthony X Paul Carroll X Adam Hotaling X Susan Farrell X Tina Urzan X The following persons were ALSO PRESENT: Robert Ryan, Joe Masher, Kate Jarosh, Larry Novik, Sharon Martin, Cheryl Kennedy, Ken Crowe, John Fetscher, Darrell Camp, Asa Stackel, Patti O’Brien, Deanna DalPos, Mary Ellen Flores and Denee Zeigler. 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 Dauchy/River Triangle, LLC. On motion duly made by Lou Anthony and seconded by Hon. Bob Doherty, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Kevin O’Bryan X Brian Carroll X Hon. Dean Bodnar X Hon. Robert Doherty X Louis Anthony X Paul Carroll X Adam Hotaling X Susan Farrell X Tina Urzan X Page 1 of 5  Resolution No. 07/17 #2 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF DAUCHY/RIVER TRIANGLE, LLC (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, DAUCHY/RIVER TRIANGLE, 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 in approximately .17 acres of real property located at 285-289 River Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 101.45-5-3) and the existing building structure located thereon consisting principally of a multi-story former movie theater (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, rehabilitation and improvement of the Land and Existing Improvements into an modern movie theater, the upgrade and improvement of commercials space, exterior access and egress improvements, mechanical, roof, window, utility and HVAC improvements, and parking, curbage, signage and related exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”); and (iv) the lease of the Facility to the Company and WHEREAS, pursuant to 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  PROJECT AUTHORIZING RESOLUTION (Kings Commons II, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on June 1, 2023 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 Josh Betts X Susan Farrell X Elbert Watson X Hon. Jim Gulli X Stephanie Fitch X Latasha Gardner X Josh Chiappone X Hon. Sue Steele X The following persons were ALSO PRESENT: Steven Strichman, Dylan Turek, Justin Miller Esq., Cosmo Marfione, Jon Lapper, Matt Jones, Eric Li, David Smith, Trudy Hanmer, Ed Anker, Michael Phinney, Tara Borodin , Deanna Dal Pos, Drea Leanza and Denee Zeigler 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 Kings Commons II, LLC. On motion duly made by Sue Steele and seconded by Elbert Watson, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Josh Betts X Susan Farrell X Elbert Watson X Hon. Jim Gulli X Stephanie Fitch X Latasha Gardner X Josh Chiappone X Hon. Sue Steele X Page 1 of 10  Resolution No. 06/23 #3 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) APPOINTING KINGS COMMONS II, LLC (THE “COMPANY”) AS ITS AGENT TO UNDERTAKE A CERTAIN PROJECT (AS MORE FULLY DESCRIBED BELOW); (ii) AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGENT AGREEMENT, LEASE AGREEMENT, LEASEBACK AGREEMENT, PAYMENT-IN-LIEU-OF-TAX AGREEMENT AND RELATED DOCUMENTS WITH RESPECT TO THE PROJECT; (iii) AUTHORIZING THE PROVISION OF CERTAIN FINANCIAL ASSISTANCE TO THE COMPANY (AS FURTHER DEFINED HEREIN); (iv) ADOPTING FINDINGS WITH RESPECT TO THE STATE ENVIRONMENTAL QUALITY REVIEW ACT (“SEQRA”); AND (v) AUTHORIZING THE EXECUTION OF RELATED DOCUMENTS 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, KINGS COMMONS II, LLC, for itself and/or on behalf of an entity to be formed (collectively, the “Company”), has requested assistance from the Troy Industrial Development Authority (the “Authority”) for a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in approximately .52 acres of land located in the vicinity of Fifth Avenue and Federal Street in the City of Troy, New York (the “Land”, being more particularly identified as TMID Nos. 101.38-9-7, which includes former 101.38-9-8, 101.38-9-9, 101.38-9-10, 101.46-1-1, 101.46-1-2.1 and 101.46-1-3, as may be merged), along with various improvements and structures located thereon that include 16 apartment units (the “Existing Improvements”), (ii) the partial demolition of the Existing Improvements and the planning, design, engineering, construction and operation of a mixed-use, multi-story building retaining some elements of the Existing Improvements and containing 52 market rate apartment units to accommodate no more than 94 bedrooms, along with related management office spaces, approximately 600 square feet of commercial spaces to be leased, internal common areas and related amenity spaces, 36 internal covered parking spaces, 18 exterior surface parking spaces, curbage and related onsite and offsite exterior infrastructure, driveway, roadway and parking 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 Page 2 of 10 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 November 20, 2020 (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 WHEREAS, pursuant to the Initial Project Resolution, the Authority duly scheduled, noticed and conducted the Public Hearing at 10:00 a.m. on June 1, 2023 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, the City of Troy Planning Commission reviewed the proposed Project pursuant to the State Environmental Quality Review Act, as codified under Article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by the Department of Environmental Conservation of the State (collectively, “SEQRA”) and related Environmental Assessment Form (“EAF”) and issued a negative declaration (the “Negative Declaration”), a copy of which, along with the EAF, are 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 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 term of the Leaseback Agreement and PILOT Agreement, and (iii) 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 partial real property tax abatement structured through the PILOT Agreement. 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: Page 3 of 10  (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and (B) The Authority has the authority to take the actions contemplated herein under the Act; and (C) The action to be taken by the Authority will induce the Company to develop the Project, thereby increasing employment opportunities in the City of Troy, New York, and otherwise furthering the purposes of the Authority as set forth in the Act; and (D) The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant 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) Based upon review of the Application, the EAF and the Negative Declaration issued by the City of Troy Planning Commission and submitted to the Authority, the Authority hereby: (i) consents to and affirms the status of the City of Troy Planning Commission as Lead Agency for review of the Facility, within the meaning of, and for all purposes of complying with SEQRA; (ii) ratifies the proceedings undertaken by the City of Troy Planning Commission as Lead Agency under SEQRA with respect to the construction and equipping of the Facility pursuant to SEQRA; and (iii) finds that the Project involves a “Type I Action” (as such quoted term is defined under SEQRA). The review is “coordinated” (as such quoted term is defined under SEQRA). Based upon the review by the Authority of 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 finds that (i) 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 term is defined under SEQRA); and (iii) no “environmental impact statement” (as such quoted term is defined under SEQRA) need be prepared for this action. This determination constitutes a “negative declaration” (as such quoted terms are defined under SEQRA) for purposes of SEQRA. Section 2. The Authority hereby accepts the Minutes of the Public Hearing and approves the provision of the proposed Financial Assistance to the Company, including (i) a Page 4 of 10 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 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, 2024, 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 $6,000,000.00, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $480,000.00. 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). 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 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 be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to 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 Page 5 of 10 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. 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. 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 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 authorized to affix the seal of the Authority to the Authority Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman Page 6 of 10 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 7 of 10  EXHIBIT A PUBLIC HEARING MATERIALS Page 9 of 10  EXHIBIT B SEQRA MATERIALS Page 10 of 10  PROJECT AUTHORIZING RESOLUTION (LLH Ferry, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on June 1, 2023 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 Josh Betts X Susan Farrell X Elbert Watson X Hon. Jim Gulli X Stephanie Fitch X Latasha Gardner X Josh Chiappone X Hon. Sue Steele X The following persons were ALSO PRESENT: Steven Strichman, Dylan Turek, Justin Miller Esq., Matt Jones, Eric Li, David Smith and Denee Zeigler 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 LLH Ferry, LLC On motion duly made by Josh Chiappone and seconded by Elbert Watson, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Josh Betts X Susan Farrell X Elbert Watson X Hon. Jim Gulli X Stephanie Fitch X Latasha Gardner X Josh Chiappone X Hon. Sue Steele X Page 1 of 9  Resolution No. 06/23 #4 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) APPOINTING LLH FERRY, LLC (THE “COMPANY”) AS ITS AGENT TO UNDERTAKE A CERTAIN PROJECT (AS MORE FULLY DESCRIBED BELOW); (ii) AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGENT AGREEMENT, LEASE AGREEMENT, LEASEBACK AGREEMENT, PAYMENT-IN-LIEU-OF-TAX AGREEMENT AND RELATED DOCUMENTS WITH RESPECT TO THE PROJECT; (iii) AUTHORIZING THE PROVISION OF CERTAIN FINANCIAL ASSISTANCE TO THE COMPANY (AS FURTHER DEFINED HEREIN); (iv) ADOPTING FINDINGS WITH RESPECT TO THE STATE ENVIRONMENTAL QUALITY REVIEW ACT (“SEQRA”); AND (v) AUTHORIZING THE EXECUTION OF RELATED DOCUMENTS 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, LLH FERRY, 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 in an approximately 0.05 acre parcel of land located at 99 Ferry Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 101.61-7-16) and the existing improvements located thereon consisting of approximately 7,008 sf of multi-story building spaces (the “Existing Improvements”), (ii) the renovation of the Existing Improvements and the planning, design, engineering, construction and operation of a mixed use commercial and residential facility containing approximately 2,336 sf of commercial space and 8 market rate rental apartment units, all to be leased by the Company to commercial and residential tenants, including building improvements, modifications, upgrades, and related site and exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company; and WHEREAS, by resolution adopted April 21, 2023 (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 Page 2 of 9 (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 WHEREAS, pursuant to the Initial Project Resolution, the Authority duly scheduled, noticed and conducted the Public Hearing at 10:00 a.m. on June 1, 2023 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, the Authority desires to review the proposed Project pursuant to the State Environmental Quality Review Act, as codified under Article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by the Department of Environmental Conservation of the State (collectively, “SEQRA”) and related Environmental Assessment Form (“EAF”, attached hereto as Exhibit B) and issue a negative declaration (the “Negative Declaration”); 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 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 term of the Leaseback Agreement and PILOT Agreement, and (iii) 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 partial real property tax abatement structured through the PILOT Agreement. 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 Page 3 of 9  (C) The action to be taken by the Authority will induce the Company to develop the Project, thereby increasing employment opportunities in the City of Troy, New York, and otherwise furthering the purposes of the Authority as set forth in the Act; and (D) The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant 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) Based upon review of the Application and EAF provided by the Company, the Authority hereby: (i) identifies the Project as an “Unlisted Action” for which the Authority will conduct an uncoordinated review, within the meaning of, and for all purposes of complying with SEQRA; and (ii) Based upon the review by the Authority of 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 finds that (i) 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 term is defined under SEQRA); and (iii) no “environmental impact statement” (as such quoted term is defined under SEQRA) need be prepared for this action. This determination constitutes a “negative declaration” (as such quoted terms are defined under SEQRA) for purposes of SEQRA. Section 2. The Authority hereby accepts the Minutes of the Public Hearing and approves the provision of the proposed Financial Assistance to the Company, including (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; and (ii) 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 Page 4 of 9 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 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, 2024, 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 $800,000.00, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $64,000.00. 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). 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 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 be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to 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, Page 5 of 9 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. 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. 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 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 authorized to affix the seal of the Authority to the Authority Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the execution thereof by the Chairman, Vice Chairman or the Executive Director/Chief Executive Officer of the Authority to constitute conclusive evidence of such approval; provided, in all events, recourse against the Authority is limited to the Authority’s interest in the Project. Section 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  EXHIBIT A PUBLIC HEARING MATERIALS Page 8 of 9  EXHIBIT B SEQRA MATERIALS Page 9 of 9