Troy Industrial Development Authority

June 30, 2023 10:00 AM Regular Board Meeting Present: Jeff Betts, Susan Farrell, Hon. Sue Steele, Elbert Watson, Latasha Gardner, Stephanie Fitch, Hon. and Josh Chiappone. Absent: Jim Gulli Also in attendance: Steven Strichman, Dylan Turek, Cathryn Crummey, Esq., Matt Jones, Ed Anker, Michael Phinney, Tara Borodin, Albara Alhemyari, Rebecca Bliss, Steve Ridler, Deanna Dal Pos, and Denee Zeigler. I. Public Hearing – 504 Holdings, LLC (See attached Public Hearing Agenda) II. Public Hearing – Art, LLC (See attached Public Hearing Agenda) III. Minutes The board reviewed the minutes from the June 1, 2023 regular board meeting. Motion to approve the June 1, 2023 regular board meeting minutes. – Sue Steele Second – Susan Farrell Approved IV. Executive Director’s Report June Meetings – Steve announced his last meeting as executive director. It has been great working with all of you and he wanted to thank the board for everything. 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. Riverwalk – There has been some work done on this ahead of the CDBG department’s project happening between 101st – 104th streets. Not complete but moving forward. Douw Street – The potential purchase of land located on Douw Street is still in process. Potential Projects – There are a number of projects still in process and a few new ones coming down the line. New Executive Director – Mr. Strichman introduced Dylan Turek to the board and noted he will possibly be bringing Geothermal related projects to you in the future. V. Catholic Central project 1  Mr. Strichman spoke about the redevelopment of the former Catholic Central School building into 74 market rate apartments and the gymnasium into 35 market rate apartments. It is currently making its way through planning and zoning. It’s a good use of the vacant building and had some parking issues that have been addressed. Mr. Betts noted that during the public meetings it was discussed that the athletic fields would be held in the event there are parking issues. After some discussion, the board agreed to table this until the developer can present the project. VI. Casa Blanca Troy Realty LLC – Project Authorizing Resolution Mr. Strichman gave an overview of the project noting it is at the former Gendron’s gas station. He explained that the property was purchased recently and they would like to redevelop the site into an upscale convenience store and gas pumps with the canopy. He explained that they have been working with him on the Northern Drive abandonment. Mr. Alhemyari spoke about his project at 885 5th Avenue explaining he would like to transform the location into a modern gas station and upscale convenience store. We are looking for sales tax exemptions to assist us with the purchase of our new tanks and coolers for the retail space. Ms. Gardener asked to describe what an upscale convenience store is. Mr. Alhemyari explained that it would be like a Stewart’s, but still have a neighborhood feel with no beer for sale. They would like to offer healthy options to the community. We would like to offer premium coffee and food items between 6am and 12am. Mr. Watson asked if they own other locations. Mr. Alhemyari explained yes, but not in New York State. Mr. Strichman added that this project has gone through planning commission, and it will have sidewalk upgrades and landscaping for this main thoroughfare. Mr. Turek asked about the brand of gas. Mr. Alhemyari advised it would be Valero and will be at a lower price because it comes directly from Sunoco. (See attached Resolution 6/23 #1) Motion to approve the Sales Tax Exemption benefit to Casa Blanca Troy Realty, Inc. – Sue Steele. Second – Stephanie Fitch Approved VII. CHA BOA Mr. Strichman explained that we funded the BOA grant and are now in need of additional funding to get this finalized. We also have an EPA grant that is being worked on the same time that we thought could be worked on hand in hand with this one, however, it turns out that there is about $10,200 that is not eligible for this grant. He noted that the BOA grant will help redevelopment opportunities south of Congress Street bridge and will give them additional credits. It fits with our mission to expedite economic development. Mr. Turek noted that we started this in 2010 and it didn’t go through. We tried again in 2018/19 where we received comments that we have taken into account and has helped us apply this time. (See attached Resolution 6/23 #2) Motion to approve an additional $10,200 to be spent on the BOA. – Josh Chiappone Second – Sue Steele Approved VIII. Art, LLC – Authorizing Project Resolution Mr. Strichman explained this project is for the redevelopment of the American Theater on River Street by Proctors. He noted that being a not for profit, if they purchased the 2  property, it would immediately go off of the tax rolls, but was negotiated to abate their taxes over the next few years. After that point it will go to Proctors and be a not for profit. Mr. Strichman noted that it has been vacant for many years and will be great to have another option for entertainment downtown. Mr. Watson asked about the facade. Mr. Strichman explained yes, and they are working on a historical marquee. All is being reviewed by the state according to historical standards. Mr. Turek advised they will also be a geothermal customer. (See attached Resolution 06/23 #3) Motion to approve the Authorizing Resolution for Art, LLC – Sue Steele Second – Elbert Watson Approved IX. 504 Holdings, LLC – Initial Project Resolution Ed Anker thanked the board for all of their help with this and recapped the layout of the project. He noted the ground floor will be restaurant space, the second floor will be office space and the third floor will be the timber design. Mr. Anker advised they will be keeping their space on River Street at this time and would like to grow their staff from 5-6 employees to 16-17. Mr. Strichman noted the property currently generates no taxes but when completed it will be generating taxes each year. (See attached Resolution 06/23 #4) Motion to approve the Initial Project Resolution for 504 Holdings, LLC – Josh Chiappone Second – Susan Farrell Approved X. Financials Mr. Jones presented the statement of financial position to the board. He advised that as of May 31, 2023 the total assets stand at $1,209,445.68 with $1,068,374.93 in cash. There are $168,285.62 in liabilities, leaving a fund balance of $1,041,406.06. Mr. Strichman noted we will start looking for higher interest accounts. Mr. Watson asked about the receivables. Mr. Jones advised the last remaining PILOT has been paid. Mr. Jones presented the statement of activity for May and explained there is a surplus of $308,413.83. Significant source of revenue was the City Station North administration fee. The largest expense was conference registration fees. Mr. Strichman noted that when Kings Landing II, which we will split with the Troy LDC and the fees for today’s projects. Motion to approve financials as presented – Susan Steele Second – Elbert Watson Approved XI. Adjournment With no additional business to discuss, the IDA regular board meeting was adjourned at 10:44 a.m. Motion to adjourn – Josh Chiappone Second – Susan Farrell Approved 3  PUBLIC HEARING AGENDA TROY INDUSTRIAL DEVELOPMENT AUTHORITY 504 BROADWAY HOLDINGS, LLC JUNE 30, 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 504 Broadway Holdings, 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 Sue Steele, Board Member Latasha Gardner, Board Member Stephanie Fitch, Board Member Josh Chiappone, Board Member Dylan Turek, City of Troy, Director of Economic Development Denee Zeigler, Acting Secretary Cathryn Crummey, Esq., IDA Counsel Matt Jones, IDA CFO Ed Anker, Company Representative Michael Phinney, Company Representative Tara Borodin, Company Representative Deanna Dal Pos, Real Estate Rebecca Bliss, Tech Valley Center of Gravity Steve Ridler, Troy Farmers Market II. CALL TO ORDER: (Time: 10:00 a.m.). Jeff Betts opened the hearing and 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 504 Broadway Holdings, 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 504 BROADWAY 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 4873-6242-5963\ v1 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. 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 Mike Phinney wanted to let the board know how happy they are to be investing and solidifying a long- term future here in Troy. He noted that he attended RPI and lived here for a few years afterwards. The city is beautiful and architecturally rich and well preserved. Deanna Dal Pos wanted to commend Phinney Design Group’s work and noted the fantastic job they do with historical preservation. She noted that the building they are renovating is currently bland and any improvements will be great. She asked that they focus on the historical aspect of the design to show how they can fit their designs into Troy. Elbert Watson asked when 504 Broadway was built. Mike Phinney advised in the 1950’s. VII. ADJOURNMENT As there were no comments, the public hearing was closed at 10:10 a.m.  PUBLIC HEARING AGENDA TROY INDUSTRIAL DEVELOPMENT AUTHORITY ART, LLC JUNE 30, 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 Art, LLC held on June 30, 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 Steven Strichman, Executive Director Jeff Betts, Chair Jim Gulli, Vice Chair Susan Farrell, Secretary Elbert Watson, Treasurer Sue Steele, Board Member Latasha Gardner, Board Member Stephanie Fitch, Board Member Josh Chiappone, Board Member Dylan Turek, City of Troy, Director of Economic Development Denee Zeigler, Acting Secretary Cathryn Crummey, Esq., IDA Counsel Matt Jones, IDA CFO Ed Anker, Company Representative Michael Phinney, Company Representative Tara Borodin, Company Representative Deanna Dal Pos, Real Estate Rebecca Bliss, Tech Valley Center of Gravity Steve Ridler, Troy Farmers Market II. CALL TO ORDER: (Time: 10:10 a.m.). Jeff Betts opened the hearing and 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 Art, 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 4853-4974-9867\ v1  ART 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 commercial movie theater and performing arts space to be leased to and operated by the ARTS CENTER AND THEATRE OF SCHENECTADY, INC., d/b/a Proctors, the upgrade and improvement of commercial spaces, exterior façade, 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. 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 No public comments. VII. ADJOURNMENT As there were no comments, the public hearing was closed at 10:12 a.m.  PROJECT AUTHORIZING RESOLUTION (Casa Blanca Troy Realty, Inc. – 885 5th Avenue) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on June 30, 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 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, Cathryn Crummey, Esq., Matt Jones, Ed Anker, Michael Phinney, Tara Borodin, Albara Alhemyari, Rebecca Bliss, Steve Ridler, Deanna Dal Pos, 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 Casa Blanca Troy Realty, Inc.. On motion duly made by Sue Steele and seconded by Stephane Fitch, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain 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 Page 1 of 8 4873-9038-5261\ v2  Resolution No. 06/23 #1 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF CASA BLANCA TROY REALTY, INC. (THE “COMPANY”) WITH RESPECT TO A CERTAIN PROJECT (AS MORE FULLY DEFINED BELOW); (ii) AUTHORIZING THE UNDERTAKING OF THE PROJECT AND APPOINTING THE COMPANY AS ITS AGENT TO UNDERTAKE SAME; (iii) AUTHORIZING THE PROVISION OF FINANCIAL ASSISTANCE (AS MORE FULLY DEFINED BELOW) TO THE COMPANY; (iv) MAKING FINDINGS WITH RESPECT TO THE PROJECT PURSUANT TO THE STATE ENVIRONMENTAL QUALITY REVIEW ACT; AND (v) AUTHORIZING THE NEGOTIATION, EXECUTION AND DELIVERY OF AN AGENT AND FINANCIAL ASSISTANCE AND PROJECT AGREEMENT AND 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, CASA BLANCA TROY REALTY, INC., 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 appointment of the Company as agent of the Authority to undertake the planning, design, partial demolition, reconstruction and renovation of certain building improvements (the “Existing Improvements”) located upon a certain property located at 885 Fifth Avenue, Troy, New York (the “Land”, being more particularly described as TMID No. 80.25-6-2), (ii) the construction and equipping upon the Land and Existing Improvements of a retail convenience store and gas station facility, including building improvements, site improvements, fuel storage and dispensing improvements, parking improvements, drive thru improvements, curbage, signage and related improvements (collectively, the “Improvements”) and (ii) the acquisition and installation of certain machinery, furnishings, equipment and other items of tangible personal property to be installed in and around the Land, Existing Improvements and Improvements (the “Equipment”; and, together with the Land, Existing Improvements and Improvements, the “Facility”); 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 Page 2 of 8 Assessment Form (“EAF”) and issued a negative declaration (the “Negative Declaration”), a copy of which, along with the EAF, are attached hereto as Exhibit A; and WHEREAS, it is contemplated that the Authority will (i) designate the Company as its agent for the purpose of equipping portions of the Project, (ii) negotiate and enter into an Agent and Financial Assistance and Project Agreement (the “Agent Agreement”), and (iii) provide financial assistance (the “Financial Assistance”) to the Company in the form of a sales and use tax exemption for purchases and rentals related to the equipping of portions of the Project; and WHEREAS, pursuant to Act, the Authority desires to (i) accept the Application submitted by the Company, and (ii) adopt a resolution describing the Project and the Financial Assistance, with such Financial Assistance to not exceed $100,000; and WHEREAS, in furtherance of the foregoing, the Authority desires to authorize (i) the undertaking of the Project and the appointment of the Company as agent of the Authority to undertake same; (ii) the execution and delivery of the Agent Agreement, and related documents; and (iii) the provision of the Financial Assistance to the Company, which shall include an exemption from all state and local sales and use taxes with respect to the qualifying personal property to be acquired and installed into the Facility. 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 (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 Page 3 of 8 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 an “Unlisted 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. (F) Based upon the Authority’s review of the Application submitted by the Company, along with supporting materials, the Project will include facilities or property that are primarily used in making retail sales, as defined within Section 862(2) of the Act, to customers who personally visit the Facility. Notwithstanding the foregoing, and based upon the Application and supporting materials prepared and presented by the Company to the Authority, and pursuant to Section 1953 of the Act, the Project will be located in a “Highly Distressed Area”, as defined pursuant to the Act. In accordance with the foregoing, and pursuant to Section 1953 of the Act, the Authority hereby finds that the undertaking of the Project will serve the public purposes of the Act by preserving permanent, private sector jobs and/or increasing the overall number of permanent, private sector jobs in the State. Section 2. The Authority hereby accepts the Application 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. Section 3. Subject to (i) the receipt by the Authority of a Confirming Certificate from the City Mayor pursuant to Section 1953 of the Act, (ii) the Company executing the Agent Agreement, and (iii) 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 Page 4 of 8 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 $1,250,000.00, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $100,000.00. 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”). Page 5 of 8  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 the Agent Agreement, wherein the Authority will appoint the Company as agent to undertake the Project, and (B) related documents, including, but not limited to, Sales Tax Exemption Letter(s), Bills(s) of Sale and related instruments; provided the payments under the Agent 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 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 6. These Resolutions shall take effect immediately. Page 6 of 8  EXHIBIT A SEQRA MATERIALS Page 8 of 8  PROJECT AUTHORIZING RESOLUTION (American Cinema Redevelopment Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on June 30, 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 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, Cathryn Crummey, Esq., Matt Jones, Ed Anker, Michael Phinney, Tara Borodin, Albara Alhemyari, Deanna Dal Pos, Rebecca Bliss, Steve Ridler 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 Art 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 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 Page 1 of 10 4861-8946-2635\ v3  Resolution No. 06/30 #3 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) APPOINTING ART 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, ART 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 commercial movie theater and performing arts space to be leased to and operated by the ARTS CENTER AND THEATRE OF SCHENECTADY, INC., d/b/a Proctors, the upgrade and improvement of commercial spaces, exterior façade, 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 Page 2 of 10  WHEREAS, by resolution adopted June 1, 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 (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 30, 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 (including Affected Tax Jurisdictions as duly notified to the extent that the Financial Assistance deviates (the “Deviation”) from the Agency’s Uniform Tax Exemption Policy (“UTEP”), a copy of the Minutes of the Public Hearing, proof of publication and delivery of Notice of Public Hearing and Contemplated Deviation 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. (F) Based upon the Authority’s review of the Application submitted by the Company, along with supporting materials, the Project will include facilities or property that are primarily Page 4 of 10 used in making retail sales, as defined within Section 862(2) of the Act, to customers who personally visit the Facility. Notwithstanding the foregoing, and based upon the Application and supporting materials prepared and presented by the Company to the Authority, and pursuant to Section 1953 of the Act, the Project will be located in a “Highly Distressed Area”, as defined pursuant to the Act. In accordance with the foregoing, and pursuant to Section 1953 of the Act, the Authority hereby finds that the undertaking of the Project will serve the public purposes of the Act by preserving permanent, private sector jobs and/or increasing the overall number of permanent, private sector jobs in the State. Section 2. The Authority hereby authorizes the undertaking of the Deviation, as described and set forth within the Notice and Deviation Letter issued by the Authority. 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; (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 (i) the receipt by the Authority of a Confirming Certificate from the City Mayor pursuant to Section 1953 of the Act, (ii) the Company executing the Leaseback Agreement and/or a related Agent Agreement, and (iii) 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 $2,000,000.00, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $160,000.00. The Authority agrees to consider any requests by the Company for increase to the Page 5 of 10 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, 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 Page 6 of 10 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 7 of 10  EXHIBIT A PUBLIC HEARING MATERIALS Page 9 of 10  EXHIBIT B SEQRA MATERIALS Page 10 of 10  PROJECT AUTHORIZING RESOLUTION (504 Broadway Holdings, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on June 30, 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 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, Cathryn Crummey, Esq., Matt Jones, Ed Anker, Michael Phinney, Tara Borodin, Albara Alhemyari, Deanna Dal Pos, 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 Broadway Holdings, LLC. On motion duly made by Josh Chiappone and seconded by Susan Farrell, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain 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 Page 1 of 10 4856-6012-8363\ v2  Resolution No. 06/23 #4 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) APPOINTING 504 BROADWAY HOLDINGS, 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, 504 BROADWAY 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 Page 2 of 10  WHEREAS, by resolution adopted June 1, 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 (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 30, 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: (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 Page 3 of 10  (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. (F) Based upon the Authority’s review of the Application submitted by the Company, along with supporting materials, the Project will include facilities or property that are primarily used in making retail sales, as defined within Section 862(2) of the Act, to customers who personally visit the Facility. Notwithstanding the foregoing, and based upon the Application and supporting materials prepared and presented by the Company to the Authority, and pursuant to Page 4 of 10 Section 1953 of the Act, the Project will be located in a “Highly Distressed Area”, as defined pursuant to the Act. In accordance with the foregoing, and pursuant to Section 1953 of the Act, the Authority hereby finds that the undertaking of the Project will serve the public purposes of the Act by preserving permanent, private sector jobs and/or increasing the overall number of permanent, private sector jobs in the State. 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; (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 (i) the receipt by the Authority of a Confirming Certificate from the City Mayor pursuant to Section 1953 of the Act, (ii) the Company executing the Leaseback Agreement and/or a related Agent Agreement, and (iii) 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 $4,750,000.00, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $380,000.00. 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). Page 5 of 10  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, 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. Page 6 of 10  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 7 of 10  EXHIBIT A PUBLIC HEARING MATERIALS Page 9 of 10  EXHIBIT B SEQRA MATERIALS Page 10 of 10