Troy Industrial Development Authority

Board Members Chair Susan Farrell Jeff Betts Elbert Watson Vice Chair Stephanie Fitch Hon. Ryan Brosnan Latasha Gardner Alex Carlton Executive Director Hon. Sue Steele Randy Coburn Hon. Josh Chiappone AUGUST 16, 2024 10:00 a.m. BOARD MEETING I. Approval of Minutes from the June 21, 2024 board meeting. II. Executive Director’s Report III. New Business 1. Troy Hub, LLC - Application 2. PILOT Project Update – Dinosaur BBQ and Cookie Factory 3. R&M Holdings of Troy, LLC – DeFazio extension on their Sales Tax Benefit IV. Old Business 1. LWRP Funding Request - $17,647 V. Financials VI. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  June 21, 2024 10:11 AM Regular Board Meeting Present: Jeff Betts, Elbert Watson, Stephanie Fitch, Hon. Sue Steele, Susan Farrell, Latasha Gardner, Hon. Ryan Brosnan and Alex Carlton. Absent: Josh Chiappone Also in attendance: Randy Coburn, Matt Jones, Max Freed, Deanna Dal Pos, John Boyd, Angelina Apindem and Denee Zeigler. D The regular board meeting was called to order at 10:07 a.m. I. Minutes R The minutes from the May 30, 2024 regular board meeting were reviewed by the board members. T Motion to approve the March 27, 2024 minutes – Latasha Gardner Second – Hon. Ryan Brosnan AF Abstained – Sue Farrell Approved II. Executive Directors Report Staff – noted that Dylan Turek has left the city. 155 River Street – the agreement has been executed for them to receive their sales tax exemption 200 Broadway – The Hendrick Hudson building will be converting all the upper floors to residential. They will be going in front of the planning commission and then to us for updates and adjustments to their project. III. New Business Local Waterfront Revitalization Plan (LWRP)- The city was awarded a grant for an LWRP program for $100,000. There were notes in the file stating the Troy IDA would contribute funds towards this project in the amount of $17,647. It was never formalized by the board until now. Stephanie Fitch asked if anyone else is contributing to the project. Mr. Coburn advised no other funding is listed. Mrs. Gardner asked if the funding is definite. Mr. Coburn advised yes, the $100,000 from the state is. An LWRP is a plan that assesses land and water uses to create a revitalization plan. It will build off what was started with the comprehensive plan, with a focus on risks related to climate change, flooding 1  improvements and public access and recreational activities. It will involve all the waterfront and will be a tool for future development. There will be a plan that will be published and posted on the city’s website. The board decided to table the funding request until they can review the draft plan. R&M Holding Troy, LLC (DeFazio’s)– Mr. Miller gave the background on their project and noted that there were some environmental issues that came up during the project causing delays. Their sales tax benefit ran out at the end of 2022. This one fully expired before they could get their funding situated, it is on the agenda now to extend the benefit. The board agreed to an extension until the end of this year with the hopes of motivating them to finish the project. If needed, the project owner can come back to us in December to give an update. Motion to approve the sales tax extension for R&M Holding Troy, LLC to December 31, 2024 – Hon. Ryan Brosnan Second – Elbert Watson Approved IV. Old Business Mr. Coburn spoke to the board about the DRI funding received – three of which are city D related projects. One of them was for wayfinding in the amount of $1.36 million. The city had requested $700,000 to support the project but were only awarded $363,000. This caused the funding gap to grow. The Troy IDA was listed as a source of funding in the R amount of $70,000. After researching, it was found that this board previously approved $61,700. The request is to increase by the approved amount by $8,300 in order to match was what listed in the grant budget. T Motion to approve an increase the wayfinding funding previously approved by the Troy IDA by $8,300 bringing the total up to $70,000. – Hon. Sue AF Steele Second – Sue Farrell Opposed – Elbert Watson Motion Carried V. Financials Mr. Jones presented the statement of financial position to the board. He advised that as of May 31, 2024 the total assets stand at $1,092,204 with $974,934 in cash. There is $39,781 in liabilities, leaving a fund balance of $1,052,424. No significant changes for the month of May. Mr. Jones presented the statement of activity for May and explained there is a deficit of $4,916. The largest source of revenue was in interest earnings. The largest expenses were monthly fees. Mr. Watson asked about an item listed under receivable and payable. Mr. Jones advised Cookie Factory is behind by their last two PILOT payments. Mr. Miller explained that their lender is working with them to bring the account current. He added that their PILOT is set to end this year. 2  Mrs. Fitch asked why the wayfinding is not listed on the monthly financials. Mr. Jones noted that it would not show up until we start spending on it. Mr. Miller noted that we can go through the budget to see what items are being held for projects that haven’t been spent. Mr. Miller asked if the 50% administrative fee was ever shared with the Troy LDC. Mr. Jones noted it has not, but we will work on it. Motion to approve the May financials as presented – Elbert Watson Second – Hon. Ryan Brosnan Approved VI. Adjournment With no additional business to discuss, the IDA regular board meeting was adjourned at 10:52 a.m. Motion to adjourn the regular board meeting at 10:52 a.m. – Hon. Sue Steele Second – Sue Farrell D Approved R T AF 3  Application to Troy Industrial Development Authority (TIDA) For Tax Exempt Bond Financing and/or Straight-Lease Transaction and Fee Schedule Please contact the Authority for more information regarding project eligibility and application process. FORM ADOPTED MAY 20, 2016 FEE SCHEDULE MODIFIED JUNE 4, 2021  AUTHORITY ADMINISTRATIVE FEE SCHEDULE Troy Industrial Development Authority (TIDA) 433 River Street, Suite 5001, Troy New York 12180 AUTHORITY ADMINISTRATIVE FEE SCHEDULE Taxable and Tax Exempt Industrial Development Revenue Bonds Application Fee: A non‐refundable fee of $5,000.00 and a $500.00 processing fee are payable to the TIDA at the time the application is submitted. The $5,000.00 fee will be credited towards the total fee at closing. Fee: First $10,000,000: .75% of the principal amount of the bond series. Over $10,000,000: .5% of the bond series Annual (post‐closing) administrative fee of $1,500.00 Straight Lease Transactions (including PILOT Agreement) Application Fee: A non‐refundable fee of $5,000.00 and a $500.00 processing fee are payable to the TIDA at the time the application is submitted. The $5,000.00 fee will be credited towards the total fee at closing. Fee: .75% of total Project Cost Annual administrative fee of $500.00 Sales Tax and/or Mortgage Recording Tax only Transactions (No PILOT Agreement) Application Fee: A non‐refundable fee of $2,500.00 and a $500.00 processing fee are payable to the TIDA at the time the application is submitted. The $2,500.00 fee will be credited towards the total fee at closing. Fee: Minimum $4,500.00 or 10% estimated exemption amount, whichever is greater Annual administrative fee of $500.00 2  INSTRUCTIONS 1. The Authority will not approve any applications unless, in the judgment of the Authority, said application contains sufficient information upon which to base a decision whether to approve or tentatively approve an action. 2. Fill in all blanks, using “none” or “not applicable” or “N/A” where the question is not appropriate to the project which is the subject of this application (the “Project”). 3. If an estimate is given as the answer to a question, put “(est)” after the figure or answer, which is estimated. 4. If more space is needed to answer any specific question, attach a separate sheet. 5. When completed, return this application to the Authority at the address indicated on the first page of this application. 6. The Authority will not accept this application as complete until the Authority receives (i) a completed environmental assessment form concerning the Project; (ii) the Applicant has met with Authority representatives and has received the Authority’s review and completed Project Summary and Financial Assistance Cost Benefit Analysis (See, last 2 pages of this Application); and payment of all required fees and escrows, as applicable. 7. Please note that Article 6 of the Public Officers Law declares that all records in the possession of the Authority (with certain limited exceptions) are open to public inspection and copying. If the applicant feels that there are elements of the Project which are in the nature of trade secrets or information, the nature of which is such that if disclosed to the public or otherwise widely disseminated would cause substantial injury to the applicant’s competitive position, the applicant may identify such elements in writing and request that such elements be kept confidential in accordance with Article 6 of Public Officers Law. 8. The applicant will be required to pay to the Authority all actual costs incurred in connection with this application and the Project contemplated herein (to the extent such expenses are not paid out of the proceeds of the Authority’s bonds issued to finance the project. The applicant will also be expected to pay all costs incurred by general counsel and bond counsel to the Authority. The costs incurred by the Authority, including the Authority’s general counsel and bond counsel, may be considered a part of the project and included as a part of the resultant bond issue. 9. The Authority has established a combined application fee of $5,500.00 ($5,000 + $500) to cover the anticipated costs of the Authority and counsel in processing this application. A check or money order made payable to the Authority must accompany each application. THIS APPLICATION WILL NOT BE ACCEPTED BY THE AUTHORITY UNLESS ACCOMPANIED BY THE APPLICATION FEE. 10. The Authority has established a project fee for each project in which the Authority participates. UNLESS THE AUTHORITY AGREES IN WRITING TO THE CONTRARY, THIS PROJECT FEE IS REQUIRED TO BE PAID BY THE APPLICANT AT OR PRIOR TO THE GRANTING OF ANY FINANCIAL ASSISTANCE BY THE AUTHORITY. This application should be submitted to the Troy Industrial Development Authority, 433 River Street, Suite 5001, Troy NY 12180 (Attn: Chief Executive Officer). PLEASE NOTE: APPLICANTS SEEKING FINANCIAL ASSISTANCE IN THE FORM OF SALES AND USE TAX EXEMPTIONS AFTER MARCH 28, 2013 SHALL BE SUBJECT TO THE ENHANCED REPORTING, COMPLIANCE AND RECAPTURE REQUIREMENTS SET FORTH WITHIN SECTION 875 OF THE GENERAL MUNICIPAL LAW OF THE STATE OF NEW YORK (“GML”). IN ADDITION, APPLICANTS SEEKING ANY FINANCIAL ASSISTANCE ON OR AFTER JUNE 1, 2016 SHALL BE SUBJECT TO THE PROVISIONS CONTAINED WITHIN GML Section 859‐a (4)‐(6). APPLICANTS SHOULD CONSULT WITH COUNSEL AND ACCOUNTANT PROFESSIONALS TO UNDERSTAND THESE NEW REQUIREMENTS. 3 Troy Industrial Development Authority (TIDA) Application for Tax Exempt Bond Financing and/or Straight-Lease Transaction I. APPLICANT INFORMATION Company Name: TROY HUB, LLC Address: 30 Second St., Troy, New York, 12180 Phone No.: 518-273-8945 Fax No.: Federal Tax ID: In Process Contact Person: Jon Elbaum E‐Mail: jon@troymusichall.org Date: 8/7/24 a. Form of Entity: Corporation Partnership (General ___or Limited ___; Number of General Partners ___ and, if applicable, Number of Limited Partners ___, List Partners in section below. X Limited Liability Company, Number of Members 1 ___ Sole Proprietorship Please also indicate whether the Company will utilize any affiliates and/or real estate holding companies to undertake the proposed project. If so, please provide names and details for all such entities. The TSB Music Hall Corporation has formed for-profit LLC (TROY HUB, LLC) for purposes of obtaining State and Federal Historic Tax credits. b. Principal Owners/Officers/Directors: (List owners with 5% or more in equity holdings with percentage of ownership) Name Address Percentage Ownership/Office TSB Music Hall Corporation 30 Second St. Troy, New York, 12180 100% Owner/Managing Member (Use attachments if necessary) 4 This ownership structure will change upon the admission as members of TROY HUB LLC of historic tax credit investor(s) in the project, at which time it is anticipated that TSB Music Hall Corporation will dilute its ownership interest to 1%, but will remain managing member of TROY HUB LLC. c. If a corporation, partnership, limited liability company: 8/13/24 What is the date of establishment? _________________ Place of organization_______New York_______ If a foreign organization, is the Applicant authorized to do business in the State of New York? _____ (Attach organizational chart or other description if applicant is a subsidiary or otherwise affiliated with another entity) d. Attach certified financial statements for the company’s last three complete fiscal years. If the company is publicly held, attach the latest Form 10K as well. II. APPLICANT’S COUNSEL Name/Firm: Robert M. Gach, Whiteman, Osterman, Hanna, LLP Address: One Commerce Plaza Albany, New York 12260 Phone No.: 518-487-7653 Fax No.: E‐Mail: rgach@woh.com III. PROJECT INFORMATION: a. Please provide a brief narrative description of the Project (attach additional sheets or documentation as necessary). The historic Troy Savings Bank Music Hall, a beacon of culture in the region, is set to embrace a new chapter with a transformational project that will include two parts: 1. The creation of The Capital Region Music Hub, an adaptive reuse of the former bank lobby space (vacant since 2012) into a multifunctional cultural and community center. 2. Updating the HVAC systems in the Troy Savings Bank Music Hall – providing conditioned and filtered air, effectively extending the programming season and creating a more comfortable and safe environment. The Capital Region Music Hub will feature a 200-person flexible-use event space, classrooms, rehearsal spaces, and a recording studio, all designed to foster education, community gatherings, and cultural collaborations. The project also includes significant upgrades such as an enhanced HVAC system to improve comfort and safety while maintaining the Troy Savings Bank Music Hall’s acclaimed acoustics. b. Location of Project (all information mandatory – attach current tax bills with proof of current payment) Project Address: 30-32 Second St. City: Troy Name of School District: Troy City School District Tax Map No.: 101.53-8-13/1 + 101.53-8-13/2 5 Describe Existing Improvements, if any: The Music Hall and Annex portions of the building are currently in use and have been maintained in good condition. yes Gas:_____ yes Electric:_____ c. Are Utilities on Site? Water:_____ yes Sanitary/Storm Sewer:_____ yes yes Telecom:_____ d. Identify Present legal owner and all tenants of the site if other than Applicant and by what means will the site be acquired for this Project (please include details regarding purchase and sale agreement, if applicable, including all contingencies): _________________________________________________________________________________________. e. Zoning of Project Site: Current: B-4 Central Commercial District Proposed: A variance to permit use of Electronic Message Centers will be pursued. f. Are any zoning approvals needed? Identify: ___________________________________________________________ g. Local Permitting and Approvals – Does the project require local planning or permitting approvals? If so, please explain. ______________________Will a site plan application to be filed? Yes_________If so, please include copy if prepared. Please see attached. h. Has another entity been designated lead agent under the State Environmental Quality Review Act (“SEQRA”)? Yes If yes, please explain: ________; The City of Troy Planning Commission has been designated lead agency under SEQRA. i. Will the Project result in the removal of a plant or facility of the Applicant or a proposed Project occupant from one area of the State of New York to another area of the State of New York? No ________; If yes, please explain: j. Will the Project result in the abandonment of one or more plants or facilities of the Applicant or a proposed Project occupant located in the State of New York? No ______; If yes, explain: 6 k. If the answer to either question i. or j. is yes, you are required to indicate whether any of the following apply to the Project: 1. Is the Project reasonably necessary to preserve the competitive position of the Company or such Project X No______. If yes, please provide detail: Occupant in its industry? Yes_____; The Project will allow the Music Hall to be programmed on a year-round basis increasing its ability to book more programming which remedies a current competitive disadvantage. In addition, the event space will support additional activities and create new revenue streams to bolster the financial position of the company. 2. Is the Project reasonably necessary to discourage the Company or such Project Occupant from removing X such other plant or facility to a location outside the State of New York? Yes_____; No_____. If yes, please provide detail: NOTES: If you answer “yes” to questions i. or j., above, and fail to provide a detailed response within question k.(1) or k.(2), above, then the Authority will be barred from providing any financial assistance. THE AUTHORITY IS REQUIRED TO NOTIFY THE CHIEF EXECUTIVE OFFICER OF THE MUNICIPALITY FROM WHICH YOUR FACILITY IS BEING RELOCATED OR ABANDONED. THIS NOTIFICATION WILL BE SENT PRIOR TO THE AUTHORITY’S CONDUCT OF REQUIRED PUBLIC HEARINGS(S). CERTIFICATION: Based upon the answers provided within i. j., k(1), and k(2), above, the Company hereby certifies to the Authority that the undertaking of the proposed project and provision of financial assistance to the Company by the Authority will not violate GML Section 862(1). l. Does the Project include facilities or property that are primarily used in making retail sales of goods or provide services to customers who personally visit such facilities? yes ____; If yes, please explain: The project will create a multi-pupurpose event space, classroom and recording suite. Live entertainment may be offered and concessions may be sold. The project will allow for expanded public programming in the Music Hall. _________________________________________________________________________________________________ m. If the answer to l. is yes, what percentage of the cost of the Project will be expended on such facilities or property primarily used in making retail sales of goods or any services to customers who personally visit the Project? 100 ________% 7 n. If more than 33.33%, indicate whether any of the following apply to the Project: 1. Will the Project be operated by a not‐for‐profit corporation? Yes ___; No__X__. If yes, please explain: ___________________________________________________________________________________ 2. Is the Project likely to attract a significant number of visitors from outside the economic development X region in which the Project will be located? Yes______; No ______. If yes, please explain: ____________________________________________________________________________________ 3. Would the Project occupant, but for the contemplated financial assistance from the Authority, locate X the Project and related jobs outside of New York State? Yes _____; No _____. If yes, please explain: ____________________________________________________________________________________ 4. Is the predominant purpose of the Project to make available goods or services which would not, but for the Project, be reasonably accessible to the residents of the City within which the Project will be located because of a lack of reasonably accessible retail trade facilities offering such goods or services? Yes____; X If yes, please explain: No____. ____________________________________________________________________________________ 5. Will the Project be located in one of the following: (i) an area designed as an Empire Zone pursuant to Article 18‐B of the General Municipal Law; or (ii) a census tract or block numbering area (or census tract or block number area contiguous thereto) which, according to the most recent census data, has (x) a poverty rate of at least 20% for the year in which the data relates, or at least 20% of households receiving public assistance, and (y) an unemployment rate of at least 1.25 times the statewide unemployment rate for the year to which the data relates? Yes______; X No_______. If yes, please explain: The property is located within a former Empire Zone and the census tract is classifiec as Highly Distressed __________________________________________________________________________________ o. Does the Company intend to lease or sublease more than 10% (by area or fair market value) of the Project? Yes____; No X ____. If yes, please complete the following for EACH existing or proposed tenant or subtenant: Sub lessee name:____________________________________________________ Present Address:____________________________________________________ City:_________________________ State:______________ Zip:______________ Employer’s ID No.:__________________________________________________ Sub lessee is a: ____________________________ (Corporation, LLC, Partnership, Sole Proprietorship) 8  Relationship to Company:______________________________________________________________ Percentage of Project to be leased or subleased:____________________ Use of Project intended by Sub lessee:___________________________________________________ Date and Term of lease or sublease to Sub lessee: _________________________________________ Will any portion of the space leased by this sub lessee be primarily used in making retail sales of goods or services to customers who personally visit the Project? Yes____; No____. If yes, please provide on a separate attachment (a) details and (b) the answers to questions l. 1‐5 with respect to such sub lessee. p. Project Costs (Estimates): Category Amount Land‐acquisition Buildings‐Construction/Renovation (No FF&E) $12,584,921 Utilities, roads and appurtenant costs $100,000 Machinery and Equipment (All FF&E) $1,018,330 Soft Costs (Architect, Engineering,HTC costs , Developer Fees) $1,854,236 Costs of Bond issue Construction Loan Fees and interest $694,250 Other (specify) Total Project Costs $16,251,737 Please include supplemental sheets as necessary with all project cost details, including the following: Mandatory: In addition to the above estimated of capital costs of the project, which must include all costs of real property and equipment acquisition and building construction or reconstruction, you must include details on the amounts to be financed from private sector sources, an estimate of the percentage of project costs financed from public sector sources (all public grants, loans and tax credits to be applied for), and an estimate of both the amount to be invested by the applicant and the amount to be borrowed to finance the project. Project funding sources include: $3,400,000 grant from NYS Council on the Arts, $1,600,000 from Empire State Development grants, $1,000,000 from City of Troy ARPA grant, $103,000 ARPA grant from the Troy Cultural Alliance/City of Troy, $2,211,445 in committed funds from private foundation and individual donors, an estimated $3,000,000 in historic tax credit yield, $500,000 in working capital/ equity, and potential funding of $2,000,000 Community Investment Funds and $1,392,690 in anticipated fundraising. 9 q. Job Creation: Construction jobs created by the Project:________________ Anticipated Dates of Construction:__ Aug 30 _ 2024 - Nov 2025 ________________ Permanent jobs created by the Project Column A: Insert the job titles that exist within the company at the time of application, as well as any job titles that will be established as a result of the Project. Column B: Indicate the entry level wage for each listed job title either in terms of hourly pay or annual salary. Column C: For each listed job title insert the number of positions that exist at the time of application. Column D: Insert the number of jobs to be created during year one of the Project for each listed job title. Column E: Insert the number of jobs to be created during year two of the Project for each listed job title. Column F: Insert the number of jobs to be created during year three of the Project for each listed job title. Column G: Indicate the total number of jobs to be created for each listed title as a result of the Project. (Column D + Column E + Column F = Column G) (A) (G) (B) (C) (D) (E) (F) Annual or Current Jobs Jobs Jobs Hourly Number of Created: Created: Created: Total Jobs Job Title Wages Positions Year One Year Two Year Three Created $40 - $50/hr 0 1 0 0 1 Facility Manager Technical Director $40 - $50/hr 0 0 0 1 1 Event Manager $25 -$35/hr 1 0 1 0 1 Concessions staff $15/hr 4 2 0 0 2 Janitorial $15/hr 0 1 1 0 2 TOTALS: 5 4 2 1 7 10 In addition to the job figures provided above, please indicate the following: 1) The projected number of full time equivalent jobs that would be retained and that would be created if the request for financial assistance is granted. Facility Manager, event manager, technical director 2) The projected timeframe for the creation of new jobs. starting at the completion of construction 3) The estimated salary and fringe benefit averages or ranges for categories of the jobs that would be retained or created if the request for financial assistance is granted. Pay will be based on hourly wages or annual salary as detailed above. Fringe benefits will be provided as defined in our employee manual. 4) An estimate of the number of residents of the economic development region as established pursuant to section two hundred thirty of the economic development law, in which the project is located that would fill such jobs. The labor market area defined by the Authority (Capital Economic Development Region) All jobs are anticipated to be filled by residents of the Capital Economic Development Region. 11 TIDA Financial Assistance Requested and Company Estimates A. Estimated Project Costs eligible for Industrial Development Authority Financial Assistance 1. X Check if Requested Sales and Use Tax (__) The Corporation is exempt from sales tax but the General Contractor is responsible for purchase of equipment and materials. A. Amount of Project Cost Subject to Sales and Use Tax: $ $5,200,000 (est) Sales and Use Tax Rate: 8.00 % B. Estimated Sales Tax (A X .08): $ $416,000 (est) 2. Mortgage Recording Tax Exemption X (__) Check if Requested A. Projected Amount of Mortgage: $ $2,000,000 (CIF - est) Mortgage Recording Tax Rate: 1.25 % B. Estimated Mortgage Recording Tax (A X .0125): $ Due to the requirements of historic tax credits 3. Real Property Tax Exemption X (__) Check if Requested (“HTCs”) which the Project may be eligible for, the entity owning the Project Site must be a for- A. Projected Increase in Assessed Value on Project: $ profit entity. In the absence of such a requirement, the Project Site would otherwise B. Total Applicable Tax Rates Per $1000: $ be owned by TSB Music Hall Corporation, which is a not-for-profit entity, and would be C. Estimated Annual Taxes without PILOT (A X B)/1,000: $ exempt from real property taxes, sales taxes, and mortgage taxes. 4. Interest Exemption (Bond transactions only) (__) Check if Requested a. Total Estimated Interest Expense Assuming Taxable Interest: $ b. Total Estimated Interest Expense Assuming Tax‐exempt Interest Rate: $ B. Estimated Benefits of Industrial Development Authority Financial Assistance 1. Current Company employment in Capital Economic Development Region 8 full-time, 29 part time 2. Current Company payroll in Capital Economic Development $ Region $680,000 3. Project Jobs to be Created over 3 years 3 full-time and 7 part-time, plus estimated 30 constuction jobs. 12 Is the company delinquent in the payment of any state or municipal property taxes? Yes X No Is the company delinquent in the payment of any income tax obligation? Yes X No Is the company delinquent in the payment of any loans? Yes X No Is the company currently in default on any of its loans? Yes X No Are there currently any unsatisfied judgments against the company? Yes X No Are there currently any unsatisfied judgments against any of the company’s principals? Yes X No Has the company ever filed for bankruptcy? Yes X No Have any of the company’s principals ever personally filed for bankruptcy, or in any way sought protection from creditors? Yes X No Are there any current or pending real estate tax assessment challenges associated with the proposed project realty and/or improvements? Yes X No Is the proposed project realty currently subject to any exemption from real estate taxes? X Yes No Are there any current or pending criminal investigations or indictments of the Company or any of its principals or equity holders (including any and all holders of equity or ownership of Company parent organizations)? Yes X No If the answer to any of the questions above is “Yes,” please provide additional comments in the space below and on additional pages if necessary. From 2019 until 2024, the Music Hall building was configured as a condominium jointly owned by two separate nonprofit organizations. It is now ______________________________________________________________________________________ owned by a single nonprofit organization, the TSB Music Hall Corporation. r. For Industrial Revenue Bonds ONLY, including this project, list capital expenditures of the company at Project location: Category Last Three Years Next Three Years Land Building Equipment Soft Costs Other Total s. State whether there is a likelihood that the project would not be undertaken but for the financial assistance provided by the Authority, or, if the project could be undertaken without financial assistance provided by the Authority, a statement indicating why the project should be undertaken by the Authority 13  Without financial assistance from the Authority, the project would have to be significantly scaled back to the point that the currently vacant space would not be able to be renovated and activated, greatly reducing the economic, social and cultural benefits to the community. This space is consists of 12,000 sq ft, currently unused within an individually listed National Historic Register building in the heart of downtown Troy. The Troy Savings Bank Music Hall is recognized internationally and is rightly regarded as one of the most important economic, cultural, and architectual assets in our region. Approval from the Authority is key to securing project funding in the form of Historic Tax Credit-sourced equity with a potential yield in excess of $3,000,000. t. List any other positive impacts that the Project may have on the City of Troy: It will allow year-round programming in both the Music Hall and new Hub space, increasing visitation to Troy’s downtown by up to 25,000 patrons a year. It will generate in excess of $1,000,000 in additional economic activity annually. It will provide a new space for community gatherings and events, that will be available to groups from all economic circumstances. It will allow us to expand our programs and partnerships with community organizations such as Unity House, Boys and Girls Club, YWCA, Kingdom Ministries, Russell Sage College, RPI, Troy Housing Authority, and others. The project will facilitate expansion of our existing educational and outreach programming providing access to arts and cultural opportunities to students in the Troy and Lansingburgh school districts. It will allow unimpeded, ADA-compliant access from street level to the Box Office which also doubles as a CDTA Navigator Pass transaction site for Downtown Troy. It will allow local artists to develop their talents through rehearsals, recordings, and smaller-scale performances at an accessible price. It will create sustainability for the historic building into the next generation through critical infrastructure upgrades. 14  V. REPRESENTATIONS BY THE APPLICANT The Applicant understands and agrees with the Authority as follows: A. Job Listings: In accordance with Section 1967‐a(2) of the New York Public Authorities Law, the applicant understands and agrees that, if the Project receives any Financial Assistance from the Authority, except as otherwise provided by collective bargaining agreements, new employment opportunities created as a result of the Project will be listed with the New York State Department of Labor Community Services Division (the “DOL”) and with the administrative entity (collectively with the DOL, the “JTPA Entities”) of the service delivery area created by the federal job training partnership act (Public Law 97‐300) (“JTPA”) in which the Project is located. B. First Consideration for Employment: In accordance with Section 1967‐a(2) of the New York Public Authorities Law, the applicant understands and agrees that, if the Project receives any Financial Assistance from the Authority, except as otherwise provided by collective bargaining agreements, where practicable, the applicant will first consider persons eligible to participate in JTPA programs who shall be referred by the JTPA Entities for new employment opportunities created as a result of the Project. C. Annual Sales Tax Filings: In accordance with Section 1964‐a(9) of the New York Public Authorities Law, the applicant understands and agrees that, if the Project receives any sales tax exemptions as part of the Financial Assistance from the Authority, in accordance with Section 1964‐a(9) of the Public Authorities Law, the applicant agrees to file, or cause to be filed, with the New York State Department of Taxation and Finance, the annual form prescribed by the Department of Taxation and Finance, describing the value of all sales tax exemptions claimed by the applicant and all consultants or subcontractors retained by the applicant. D. Annual Employment Reports: The applicant understands and agrees that, if the Project receives any Financial Assistance from the Authority, the applicant agrees to file, or cause to be filed, with the Authority, on an annual basis, reports regarding the number of people employed at the project site. E. Absence of Conflicts of Interest: The applicant has received from the Authority a list of the members, officers, employees and Counsel of the Authority. No member, officer, employee, or Counsel of the Authority has an interest, whether direct or indirect, in any transaction contemplated by this Application, except as hereinafter described: 15  HOLD HARMLESS AGREEMENT AND APPLICATION DISCLAIMER CERTIFICATION PURSUANT TO NEW YORK STATE FREEDOM OF INFORMATION LAW (“FOIL”) Applicant hereby releases the TROY INDUSTRIAL DEVELOPMENT AUTHORITY and the members, officers, servants, agents and employees thereof (the "Authority") from, agrees that the Authority shall not be liable for and agrees to indemnify, defend and hold the Authority harmless from and against any and all liability arising from or expense incurred by (A) the Authority's examination and processing of, and action pursuant to or upon, the attached Application, regardless of whether or not the Application or the Project described therein or the tax exemptions and other assistance requested therein are favorably acted upon by the Authority, (B) the Authority's acquisition, construction and/or installation of the Project described therein and (C) any further action taken by the Authority with respect to the Project; including without limiting the generality of the foregoing, all causes of action and attorneys' fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. If, for any reason, the Applicant fails to conclude or consummate necessary negotiations, or fails, within a reasonable or specified period of time, to take reasonable, proper or requested action, or withdraws, abandons, cancels or neglects the Application, or if the Authority or the Applicant are unable to reach final agreement with the respect to the Project, then, and in the event, upon presentation of an invoice itemizing the same, the Applicant shall pay to the Authority, its agents or assigns, all costs incurred by the Authority in the processing of the Application, including attorneys' fees, if any. Through submission of this Application for Financial Assistance (this ”Application”), the Company acknowledges that the Authority, as a public benefit corporation, is subject to the New York State Freedom of Information Law (“FOIL”) and Open Meetings Law (“OML”), as codified pursuant to the Public Officers Law (“POL”) of the State of New York (the “State”). Accordingly, unless portions hereof are otherwise protected in accordance with this Certification, this Application, including all Company-specific information contained herein, is subject to public disclosure in accordance with applicable provisions of the POL, Article 18-A of the General Municipal Law (“GML”) and the Public Authorities Accountability Act of 2005, as codified within the Public Authorities Law (“PAL”) of the State. Specifically, this Application may be disclosed by the Authority to any member of the public pursuant to a properly submitted request under FOIL and the Authority is further required to affirmatively disclose certain provisions contained herein pursuant to the GML and PAL, including the identification of the Company, general project description, location proposed capital investment and job estimates. Notwithstanding the foregoing, the Company, pursuant to this Certification, may formally request that the Authority consider certain information contained within this Application and other applicable supporting materials proprietary information and “trade secrets”, as defined within POL Section 87(2)(d). To the extent that any such information should qualify as trade secrets, the Company hereby requests that the Authority redact same in the event that formal disclosure is requested by any party pursuant to FOIL. Application Sections or information requested by Company for Redaction*: 16 (* - Please indicate specific sections within Application that the Company seeks to qualify as “trade secrets”. Additional correspondence or supporting information may be attached hereto. Please also note that notwithstanding the Company’s request, the Authority shall make an independent determination of the extent to which any information contained herein may be considered as such) In the event that the Authority is served with or receives any subpoena, request for production, discovery request, or information request in any forum that calls for the disclosure of the Application, in entirety, specifically including but not limited to any demand or request for production or review of Company-designated trade secrets, the Authority agrees to notify the Company as promptly as is reasonably possible, and to utilize its best efforts to: oppose or decline any such request; preserve the confidentiality and non-disclosure of such requested confidential material; and maintain such information and prevent inadvertent disclosure in responding to any such discovery or information request. The Company understands and agrees that all reasonable costs, including attorney’s fees, associated with any such formal undertaking by the Authority to protect the trade secrets from disclosure shall be reimbursed by the Company to the Authority. The undersigned officer of the applicant deponent acknowledges and agrees that the applicant shall be and is responsible for all costs incurred by the Authority and legal counsel for the Authority, whether or not the Application, the proposed project it describes, the attendant negotiations, or the issue of bonds or other transaction or agreement are ultimately ever carried to successful conclusion and agrees that the Authority shall not be liable for and agrees to indemnify, defend and hold the Authority harmless from and against any and all liability arising from or expense incurred by (A) the Authority's examination and processing of, and action pursuant to or upon, the Application, regardless of whether or not the Application or the proposed project described herein or the tax exemptions and other assistance requested herein are favorably acted upon by the Authority, (B) the Authority's acquisition, construction and/or installation of the proposed project described herein and (C) any further action taken by the Authority with respect to the proposed project; including without limiting the generality of the foregoing, all causes of action and attorney's fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing. By executing and submitting this Application, the applicant covenants and agrees to pay the following fees to the Authority, the same to be paid at the times indicated: (a) The sum of $5,000, plus the sum of $500 as a non-refundable processing fee, to be paid upon submission of the Application; (b) An Administrative Fee amounts to be determined using the schedule on Page 2 hereof for all other projects for which the Authority provides financial assistance, to be paid at transaction closing; (c) An amount to be determined by Authority Staff payable to the Authority's bond/transaction counsel for the preparation and review of the inducement resolution, the environmental compliance resolution, TEFRA hearing proceedings and the tax questionnaire assuming no further activity occurs after the completion of the inducement proceedings, to be paid within ten (10) business days of the receipt of bond/transaction counsel's invoice; (d) All fees, costs and expenses incurred by the Authority for (1) legal services, including but not limited to those provided by the Authority’s general counsel or bond/transaction counsel, and (2) other consultants retained by the Authority in connection with the proposed project; with all such charges to 17  be paid by the applicant at the closing or, if the closing does not occur, within ten (10) business days of receipt of the Authority’s invoices therefore please note that the applicant is entitled to receive a written estimate of fees and costs of the Authority’s bond/transaction counsel; (e) The cost incurred by the Authority and paid by the applicant, including bond/transaction counsel and the Authority’s general counsel’s fees and the processing fees, may be considered as a costs of the project and included in the financing of costs of the proposed project, except as limited by the applicable provisions of the Internal Revenue Code with respect to tax-exempt bond financing. The applicant further covenants and agrees that the applicant is liable for payment to the Authority of all charges referred to above, as well as all other actual costs and expenses incurred by the Authority in handling the application and pursuing the proposed project notwithstanding the occurrence of any of the following: (a) The applicant’s withdrawal, abandonment, cancellation or failure to pursue the Application; (b) The inability of the Authority or the applicant to procure the services of one or more financial institutions to provide financing for the proposed project; (c) The applicant’s failure, for whatever reason, to undertake and/or successfully complete the proposed project; or (d) The Authority’s failure, for whatever reason, to issue tax-exempt revenue bonds in lieu of conventional financing. The applicant and the individual executing this Application on behalf of applicant acknowledge that the Authority and its counsel will rely on the representations made in this Application when acting hereon and hereby represents that the statements made herein do not contain any untrue statement of a material fact and do not omit to state a material fact necessary to make the statements contained herein not misleading. 18  INITIAL PROJECT RESOLUTION (Troy Hub, LLC – Troy Savings Bank Music Hall Redevelopment Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on August 16, 2024 at 10:00 a.m., local time, at 433 River Street, 5th Floor, Troy, New York 12180. The meeting was called to order by the Chairman and, upon roll being called, the following members of the Authority were: Member Present Absent Jeff Betts Susan Farrell Elbert Watson Hon. Ryan Brosnan 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 redevelopment of the Troy Savings Bank Music Hall, which is being led by TSB Music Hall Corporation and development affiliate Troy Hub, LLC (or on behalf of an entity to be formed). 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. Ryan Brosnan Stephanie Fitch Latasha Gardner Josh Chiappone Hon. Sue Steele Alex Carlton Page 1 of 5  Resolution No. ____ RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF TROY HUB, LLC, ON BEHALF OF ITSELF AND/OR AN ENTITY TO BE FORMED (COLLECTIVELY, THE “COMPANY”) IN CONNECTION WITH A CERTAIN PROJECT (AS MORE FULLY DEFINED BELOW); (ii) AUTHORIZING THE SCHEDULING, NOTICE AND CONDUCT OF A PUBLIC HEARING WITH RESPECT TO THE PROJECT; AND (iii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED BY THE AUTHORITY WITH RESPECT TO THE PROJECT WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, TROY HUB, 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 .75 acres of real property located at 32 Second Street and 42-48 Second Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID Nos. 101.53-8- 13./1 Music Hall, 101.53-8-13./2 Music Hall Annex and 101.53-13-1 Parking Lot) and the existing building structure and parking improvements located thereon consisting principally of an approximately 66,000 square foot, multi-story historic music hall, annex spaces and related parking lot parcel (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, rehabilitation, equipping and improvement of the Land and Existing Improvements to (i) establish a Music Hub Initiative within the Annex spaces to establish flexible space to support performances, instructions, recording spaces and community events, (ii) the construction, installation and equipping of HVAC and production equipment upgrades within the Music Hall, and (iii) the reconstruction and equipping of parking lot improvements to increase parking capacity and enhance green spaces, all to be leased to and operated by TSB MUSIC HALL CORPORATION, along with related upgrades and improvements 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 Page 2 of 5 Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”); and (iv) the lease of the Facility to the Company; and WHEREAS, pursuant to the Act, the Authority desires to adopt a resolution describing the Project and the Financial Assistance (as hereinafter defined) that the Authority is contemplating with respect to the Project; and WHEREAS, it is contemplated that the Authority will (i) accept the Application submitted by the Company; (ii) approve the scheduling, notice and conduct of a Public Hearing with respect to the Project; and (iii) approve the negotiation, but not the execution or delivery, of certain documents in furtherance of the Project, as more fully described below. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the Authority. Based upon the representations made by the Company to the Authority in the Company’s application and in related correspondence, the Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and (B) The Authority has the authority to take the actions contemplated herein under the Act; and (C) The action to be taken by the Authority will induce the Company to develop the Project, and otherwise furthering the purposes of the Authority as set forth in the Act; and (D) The Project will not result in the removal of a commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Authority hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and Section 2. The proposed Financial Assistance being contemplated by the Authority includes (i) a sales and use tax exemption for materials, supplies and rentals acquired or procured in furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording tax exemption(s) in connection with secured financings undertaken by the Company in furtherance of the Project; and (iii) an abatement or exemption from real property taxes levied against the Land and Facility pursuant to a PILOT Agreement to be negotiated. Page 3 of 5  Section 3. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive Officer of the Authority are hereby authorized, on behalf of the Authority, to schedule, notice and conduct a public hearing in compliance with the Act and negotiate (but not execute or deliver) the terms of (A) an Agent and Financial Assistance and Project Agreement (the “Agent Agreement”), (B) a Lease Agreement, pursuant to which the Company leases the Project to the Authority (or, a Deed of conveyance to the Authority whereby the Authority will acquire fee title to the Land and Project), (C) a related Leaseback Agreement, pursuant to which the Authority leases its interest in the Project back to the Company, (D) a PILOT Agreement, pursuant to which the Company agrees to make certain payments in-lieu-of real property taxes, and (E) related documents thereto; provided (i) the rental payments under the Leaseback Agreement include payments of all costs incurred by the Authority arising out of or related to the Project and indemnification of the Authority by the Company for actions taken by the Company and/or claims arising out of or related to the Project and (ii) the terms of the PILOT Agreement are consistent with the Authority’s Uniform Tax Exemption Policy or the procedures for deviation have been complied with. Section 4. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 5. These Resolutions shall take effect immediately. Page 4 of 5  SECRETARY'S CERTIFICATION STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, ______________________, the undersigned, ____________________ of the Troy Industrial Development Authority (the “Authority”), do hereby certify that I have compared the foregoing extract of the minutes of the meeting of the members of the Authority, including the Resolution contained therein, held on August 16, 2024, 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 __________, 2024. ______________________________ (SEAL) Page 5 of 5