Troy Industrial Development Authority

Board Members Chair Josh Chiappone Jeff Betts Susan Farrell Vice Chair Elbert Watson Jim Gulli Stephanie Fitch Latasha Gardner Executive Director Sue Steele Dylan Turek Alex Carlton DECEMBER 15, 2023 10:00 a.m. BOARD MEETING I. Approval of Minutes from the November 17, 2023 board meeting. II. Executive Director’s Report III. New Business 1. Sales Tax Exemption Extension – Red Tail Troy, LLC 2. Application for Sales Tax Exemption – 3075 6th Ave IV. Old Business V. Financials VI. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  November 17, 2023 10:10 AM Regular Board Meeting Present: Jeff Betts, Hon. Sue Steele, Elbert Watson, Stephanie Fitch, Latasha Gardner and Alex Carlton. Hon. Jim Gulli joined the meeting at 10:15 AM. Absent: Josh Chiappone, Susan Farrell and Also in attendance: Dylan Turek, Justin Miller, Esq., Matt Jones, Deanna Dal Pos, Angelina Apindem and Denee Zeigler. I. Minutes D R The board reviewed the minutes from the October 20, 2023 regular board meeting. Motion to approve the October 20, 2023 regular board meeting minutes. – Sue Steele Second – Stephanie Fitch T Abstained – Latasha Gardner AF Approved II. Executive Director’s Report 1818 Fifth Ave – We will be meeting with the PILOT review committee to discuss this project. This one is going to be a little different than some of the previous PILOTs we have had. Board Members and Reporting – A few of the board members’ terms will be expiring at the end of this year. We will be reaching out to everyone to see if you would be interested in staying on another term or if we will have vacancies to fill. We will also be putting together a one-page report to be distributed highlighting some of the work we have done in 2023. III. New Business HR&A Associates - Mr. Turek explained that we have worked with HR&A on several other projects; one of them being the DRI Grant. We have been working towards a new and improved submission for the South Troy BOA. The company we have been working with was having issues finding an agency to complete the economic impact study within the $20,000 budgeted amount. He advised that HR&A agreed to complete a robust study for the South Troy area for $50,000. The Troy IDA will have a separate contract with HR&A in the amount of $30,000. The result will be a study that we will have to use for 1  future development projects. Mr. Betts noted that they also did work with the Monument Square project. Mr. Watson asked if they will provide a presentation when completed. Mr. Turek advised, no they typically do not. They provide a report, but we can ask if they will give an overview. (See attached Resolution 11/23 #1) Motion to approve funding to HR&A Associates to complete a market study related to the South Troy BOA in the amount of $30,000. – Sue Steele. Second – Stephanie Fitch Approved Safe Streets for All – Mr. Turek thanked the city council members present for approving this project in the last council meeting. He advised that this is the funding aspect. We will be working with a consortium of different municipalities and organizations to create a regional safety action plan for State Street. He noted there is a $1.2 Million dollar grant that will be going to CTRC. They are looking for a match from each of the consortium members in the amount of $25,000. It will allow us to have a role in the study and allow some of our more problematic intersections. Mr. Betts asked if there is a possibility for them to come back and ask for additional funding. Mr. Turek advised no. (See attached Resolution 11/23 #2) D Motion to approve funding for Safe Streets for All in the amount of $25,000– Jim Gulli Second – Elbert Watson Approved IV. Old Business R Verity Engineering – Mr. Turek gave an update to the board that the design work T previously approved has been completed. The work takes place between 101st and 103rd street on 2nd Ave in North Central. Mr. Turek advised it is the portion of the riverfront trail AF that had to be routed onto the street. Verity Engineering included a report of what they were able to come up with. V. Financials Mr. Jones presented the statement of financial position to the board. He advised that as of October 31, 2023 the total assets stand at $1,276,463 with $1,107,203 in cash. There are $241,600 in liabilities, leaving a fund balance of $1,034,682. No significant changes for the month of October. Mr. Jones presented the statement of activity for October and explained there is a surplus of $20,858. Most significant source of revenue was the application fees. The largest expense was accounting fees. Mr. Watson asked about the receivable for $87,000. Mr. Jones advised that they are related to two outstanding PILOTs - Cookie Factory and Fitzgerald Oz. Mr. Miller advised he will be talking to Cookie Factory’s counsel in the upcoming weeks. Mr. Turek advised he will reach out to Fitzgerald Oz regarding the late payment. Motion to approve financials as presented – Elbert Watson Second – Sue Steele Approved 2 VI. Adjournment With no additional business to discuss, the IDA regular board meeting was adjourned at 10:35 a.m. Motion to adjourn the regular board meeting at 10:35 a.m. – Jim Gulli Second – Elbert Watson Approved D R T AF 3  Resolution No. 11/23 #1 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) AUTHORIZING THE ENGAGEMENT OF PROFESSIONAL SERVICES TO COMPLETE CERTAIN OUTSTANDING ITEMS NEEDED TO COMPLETE THE SOUTH TROY RIVERFRONT BROWNFIELD OPPORTUNITIES AREA NOMINATION FOR SUBMISSION TO THE NY STATE DEPARTMENT OF STATE 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 civic, industrial, manufacturing and commercial facilities within the City of Troy (the D “City”) as authorized by the Act; and WHEREAS, the Authority has undertaken and proposes to undertake several additional qualifying projects in the City’s Southern industrial areas (the “Authority Projects”); and R WHEREAS, the Authority desires to facilitate continued upgrades and improvements to the Southern industrial area of the City for the benefit of the Authority Projects and overall redevelopment of blighted and underutilized areas of the City, its infrastructure and building improvements; and T AF WHEREAS, acceptance into the Brownfield Opportunities Area (BOA) program administered by the New York State Department of State (DOS) will provide numerous benefits and incentives towards environmental remediation and redevelopment activities of vacant and blighted industrial lands that are suspected of potential environmental contamination and that currently occupy over 200+ acres of developable riverfront land within the BOA boundary; and WHEREAS, the City of Troy previously engaged CHA Consulting Inc. to complete a BOA nomination and a preliminary draft was shared with DOS in 2022 and returned with extensive comments and requests for additional content per updated milestones and nomination requirements implemented earlier in 2022 and for the benefit of its many projects located within the proposed BOA area the Authority desires to assist with and contribute to the timely completion and acceptance of the City of Troy-led nomination effort; and WHEREAS, the Authority authorized a $50,000 payment to CHA during its March 2023 Board of Directors Meeting and a second payment of $10,200 during the July 2023 Board of Directors Meeting to cover a portion of the $90,800 cost required to complete certain services and planning activities required for a City-of Troy-led nomination, with the remaining balance being provided an EPA Community Assessment Grant for overlapping services that benefit both the BOA nomination and the EPA environmental assessment; and Page 1 of 12  WHEREAS, CHA has been unable to secure a sub-consultant to perform an updated economic conditions and impact study for the budgeted as is required for a successful submission to DOS and has engaged HR&A Advisors to complete the first phase of a multi-phased analysis for the amount provided for in their original budget; and WHEREAS, in furtherance of the foregoing, the Authority desires to execute the attached proposal from HR&A authorizing the Authority to pay up to $30,000 for certain professional services to complete the South Troy BOA Market & Feasibility Analysis. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all D powers granted to it under the Act; and (B) Act; and The Authority has the authority to take the actions contemplated herein under the (C) R The action to be taken by the Authority will directly support and benefit the Authority Projects and otherwise furthering the purposes of the Authority as set forth in the Act; and T AF (D) The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Authority hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and (E) The Authority has identified the undertaking of the Nomination Services as a “Type II” Action pursuant to the State Environmental Quality Review Act (“SEQRA”), for which no formal review is necessary. Section 2. The Authority hereby authorizes the engagement of HR&A Advisors to perform certain professional services and to deliver a South Troy BOA Market and Feasibility Analysis which is a required component of the completed BOA nomination study the City of Troy intends to submit to the NYS DOS pursuant to a form of contract to be approved by the Executive Director and Counsel to the Authority. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive Officer of the Authority are hereby authorized, on behalf of Page 2 of 12 the Authority, to execute, deliver said approved contract, along with related documents. Additional BOA Nomination Services or any future Economic Analysis activities of the same project area to be procured and/or paid for from the funds appropriated pursuant to this resolution shall be subject to Authority approval. Section 3. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 4. These Resolutions shall take effect immediately. D R T AF Page 3 of 12  EXHIBIT A SUPPORTING MATERIALS D R T AF Page 4 of 12 D R T AF Page 5 of 12 D R T AF Page 6 of 12 D R T AF Page 7 of 12 D R T AF Page 8 of 12 D R T AF Page 9 of 12 D R T AF Page 10 of 12 D R T AF Page 11 of 12  T AF R D  Resolution No. 11/23 #2 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) AUTHORIZING THE PAYMENT OF A MATCH REQUIRED FOR THE CITY OF TROY TO PARTICIPATE IN A REGIONAL VISION ZERO SAFETY ACTION PLAN WITH CAPITAL REGION TRANSPORTATION COUNCIL 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 civic, industrial, manufacturing and commercial facilities within the City of Troy (the “City”) as authorized by the Act; and D WHEREAS, as part of the Authority’s stated purposes, it is in the Authority’s interests to invest in the development of a new regional standard of safe streets that provide infrastructure for pedestrians, bikes, and cars while mitigating the inherent risks associated with shared roadways; and R WHEREAS, the Capital Region Transportation Council (CRTC) has received and will administer a grant valued at $1,150,000 through the Safe Streets 4 All (FF4A) federal grant program; and T AF WHEREAS, the grant will be used to develop a regional Vision Zero Safety Action Plan through consultant services and in collaboration with project partners City of Albany, City of Saratoga Springs, City of Watervliet, and the Village of Green Island; and WHEREAS, the grant requires a match of $288,000 in state and local funds to be provided by the project partners and the New York State Department of Transportation for a total project cost of $1,438,000; and WHEREAS, the City of Troy’s share of the match requirement is $25,000, to be paid by December 1, 2024; and WHEREAS, the CRTC and the City of Troy executed a Memorandum of Understanding (MOU) substantially in conformity with the agreement attached hereto, to develop a regional Vision Zero Safety Action Plan, with the City’s matching contribution for the project to be paid by the Authority; WHEREAS, in furtherance of the foregoing, the Authority desires to support the City’s participation in the development of a regional Vision Zero Safety Action Plan with a contribution of $25,000, to be paid to the City of Troy for the purposes of providing CRTC with the agreed to funding match for the FF4A federal grant program; Page 1 of 5  NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and (B) 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 directly support and benefit the Authority Projects 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 D 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 R 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 T AF (E) The Authority has identified the undertaking of the Nomination Services as a “Type II” Action pursuant to the State Environmental Quality Review Act (“SEQRA”), for which no formal review is necessary. Section 2. The Authority hereby authorizes the payment of the City’s required match for its participation in the development of a Regional Vision Zero Safety Action Plan which will be prepared by a winning respondent to a Request for Proposals released by the CRTC on behalf of the project participants to provide certain defined tasks as enumerated in the attached RFP, pursuant to a form of contract by and between the Authority and the City to be approved by the Executive Director and Counsel to the Authority. 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 said approved contract, along with related documents. Section 3. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Page 2 of 5 Section 4. These Resolutions shall take effect immediately. D R T AF Page 3 of 5  EXHIBIT A SUPPORTING MATERIALS D R T AF Page 4 of 5  MEMORANDUM OF UNDERSTANDING This agreement is entered into this ______ day of _________, 2023 by and between the Capital Region Transporta�on Council, One Park Place, Albany, New York 12205 and the City of Troy, mailing address at 433 River Street, Troy, New York 12180. WITNESSETH WHEREAS, on November 15, 2021, the Bipar�san Infrastructure Law established the Safe Streets and Roads for All (herea�er referred to as the “SS4A”) federal grant program, with up to D one billion dollars appropriated in fiscal year 2022, with a local match requirement of 20% of the total project cost; and R WHEREAS, the Capital Region Transporta�on Council (herea�er referred to as the “Transporta�on Council”), the metropolitan planning organiza�on for the coun�es of Albany, Rensselaer, Saratoga, and Schenectady, excluding the Town of Moreau and the Village of South T Glens Falls, agreed to be the lead applicant on a SS4A Supplemental Ac�on Plan grant applica�on in partnership with the following municipali�es (herea�er referred to as the “project AF partners”): • City of Albany • City of Saratoga Springs • City of Troy • City of Watervliet • Village of Green Island WHEREAS, on February 1, 2023, the United States Department of Transporta�on awarded the Transporta�on Council, then known as the Capital District Transporta�on Commitee, a Supplemental Ac�on Plan grant valued at $1,150,000 through the SS4A federal grant program; and WHEREAS, the $1,150,000 grant will be matched with a total of $288,000 in state and local funds to be provided by the project partners and the New York State Department of Transporta�on for a total project cost of $1,438,000; and 1 WHEREAS, the New York State Department of Transporta�on agrees to provide $40,300 in state funds toward the match requirement; and WHEREAS, the City of Troy agrees to provide $25,000 in local funds toward the match requirement; and WHEREAS, the Transporta�on Council included the project funding in its 2023-2024 Unified Planning Work Program and will include the balance of unused funding in future Unified Planning Work Programs through project comple�on; and WHEREAS, the Transporta�on Council agrees to administer the grant award, orchestrate consultant procurement, and guide the planning process to develop a regional Vision Zero Safety Ac�on Plan (herea�er referred to as the “Safety Ac�on Plan”) in collabora�on with the project partners; and WHEREAS, the Transporta�on Council expects the Safety Ac�on Plan to be completed within eighteen (18) months of the date of consultant contract execu�on; and WHEREAS, the par�es will jointly assume ownership of all dra� and final products related to the D Safety Ac�on Plan including but not limited to graphics, data, and reports; and WHEREAS, the par�es desire to set forth the rights and responsibili�es toward the development of the Safety Ac�on Plan; and R NOW, THEREFORE, par�es hereby agree to the following: 1. The Transporta�on Council will be responsible for: T a. Coordina�ng with the project partners to develop a Safety Ac�on Plan scope of AF work and a Request for Proposals. b. Issuing the Request for Proposals in the New York State Contract Reporter, on the Transporta�on Council website, and through at least one na�onal organiza�on. c. Collabora�ng with the project partners to select a consultant to develop the Safety Ac�on Plan. d. Managing and documen�ng the consultant selec�on process. e. Securing an executable agreement between the consultant and the Capital District Transporta�on Authority, the host agency of the Transporta�on Council. f. Serving as lead contact for the consultant team and coordina�on of all Safety Ac�on Plan related communica�ons with the consultant. g. Ensuring the project partners are represented on all Safety Ac�on Plan related commitees. h. Atending all Safety Ac�on Plan related mee�ngs including but not limited to project management, advisory commitee, public events, and public open houses. i. Providing technical assistance and reviewing Safety Ac�on Plan products. j. Serving as lead contact for technical Safety Ac�on Plan related media inquiries. 2  k. Addressing all contrac�ng issues including review of deliverables and payment to the consultant. l. Invoicing the City of Troy for its $25,000 local cash match by December 1, 2023. m. Providing Safety Ac�on Plan updates and presen�ng the Safety Ac�on Plan to the Transporta�on Council Policy Board, Planning Commitee, and Advisory Commitees throughout the planning process. 2. The City of Troy will be responsible for: a. Providing the Transporta�on Council with $25,000 in local cash match by December 1, 2024. b. Directly par�cipa�ng in the development of a Safety Ac�on Plan scope of work and a Request for Proposals. c. Directly par�cipa�ng in the consultant selec�on process including review of consultant proposals and consultant interviews. d. Directly par�cipa�ng in all Safety Ac�on Plan related mee�ngs including but not limited to project management, advisory commitee, as well as public events and public open houses within the City of Troy. e. Providing technical assistance and directly par�cipa�ng in the review of Safety DAc�on Plan products. f. Responding to media requests for general safety inquiries and referring media to the Transporta�on Council for technical inquiries. R g. Including the Transporta�on Council in all communica�ons between the City of Troy and the consultant related to the Safety Ac�on Plan. h. Informing the Transporta�on Council of any problems with the consultant. T AF The signatories affirm they are duly authorized by their governing bodies to execute this agreement. IN WITNESS WHEREOF, the par�es hereto have executed this agreement on this _______ day of ____________, 2023. FOR THE CAPITAL REGION FOR THE CITY OF TROY TRANSPORTATION COUNCIL __________________________________ ______________________________ Execu�ve Director Mayor 3  T AF R D  PROJECT AUTHORIZING RESOLUTION (3075 6th AVE LLC) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on December 15, 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 Susan Farrell Elbert Watson Hon. Jim Gulli Stephanie Fitch Latasha Gardner Josh Chiappone Hon. Sue Steele Alex Carlton The following persons were ALSO PRESENT: After the meeting had been duly called to order, the Chairman announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to a proposed project for the benefit of 3075 6th AVE LLC. On motion duly made by _________ and seconded by __________, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Jeff Betts Susan Farrell Elbert Watson Hon. Jim Gulli Stephanie Fitch Latasha Gardner Josh Chiappone Hon. Sue Steele Alex Carlton Page 1 of 8 4855-1911-1830\ v2  Resolution No. ____ RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF 3075 6TH AVE LLC (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, 3075 6th AVE 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 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 3075 Sixth Avenue, Troy, New York (the “Land”, being more particularly described as TMID No. 90.70-3-1.4), (ii) the planning, design, rehabilitation, construction, reconstruction and renovation of the Existing Improvements and upon the Land to be comprised of 14 studio apartments, along with related improvements and amenities to serve the foregoing, including renovations, rehabilitation, replacement and installation of various building systems, heating systems, plumbing, security system, and infrastructure improvements (collectively, the “Improvements”); and (iii) 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 Zoning Board of Appeals 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 Page 2 of 8 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 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 Page 3 of 8 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 Zoning Board of Appeals 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. 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 Company executing the Agent Agreement, and (ii) 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 Page 4 of 8 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 $690,000.00, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $55,200.00. 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, cooperate with the Authority in its efforts to recover or recapture any sales and use tax exemption benefits, mortgage recording tax benefits and/or real property tax abatements abatement benefits, and (ii) promptly pay over any such amounts to the Authority that the Authority demands, if and as so required to be paid over as determined by the Authority. Page 5 of 8  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  SECRETARY'S CERTIFICATION STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, ______________________, the undersigned, ____________________ of the Troy Industrial Development Authority (the “Authority”), do hereby certify that I have compared the foregoing extract of the minutes of the meeting of the members of the Authority, including the Resolution contained therein, held on December 15, 2023, with the original thereof on file in my office, and that the same is a true and correct copy of said original and of such Resolution set forth therein and of the whole of said original so far as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that (A) all members of the Authority had due notice of said meeting; (B) said meeting was in all respects duly held; (C) pursuant to Article 7 of the Public Officers Law (the “Open Meetings Law”), said meeting was open to the general public, and due notice of the time and place of said meeting was duly given in accordance with such Open Meetings Law; and (D) there was a quorum of the members of the Authority present throughout said meeting. I FURTHER CERTIFY that, as of the date hereof, the attached Resolution is in full force and effect and has not been amended, repealed or rescinded. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Authority this ____ day of __________, 2023. ______________________________ (SEAL) Page 7 of 8  EXHIBIT A SEQRA MATERIALS Page 8 of 8