executive susan farrell steven strichman elbert watson hon ... · the foregoing financial...

City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166

BOARD OF DIRECTORS MEETING

MAY 29, 2019

10:00 a.m.

Planning Department Conference Room

I. Public Hearing – Troy Riverwalk, LLC

II. Public Hearing – R&M Holdings of Troy, LLC – DeFazio & Sons Inc.

III. Public Hearing – First Columbia 433 River Street, LLC

IV. Project Authorizing Resolution – Troy Riverwalk, LLC

V. Project Authorizing Resolution ‐ R&M Holdings of Troy, LLC – DeFazio & Sons Inc.

VI. Project Authorizing Resolution – First Columbia 433 River Street, LLC

VII. Approval of Minutes from the April 19, 2019 board meeting.

VIII. Financials

IX. Old Business

X. New Business

XI. Adjournment

Board Members

Paul Carroll

Tina Urzan

Susan Farrell

Elbert Watson

Hon. Anasha Cummings

Bill StrangColeen Murtagh Paratore

Rich Nolan Jr.

Chair Heidi Knoblauch

Executive Director Steven Strichman

PUBLIC HEARING AGENDA TROY INDUSTRIAL DEVELOPMENT AUTHORITY

TROY RIVERWALK, LLC MAY 29, 2019 AT 10:00 A.M.

CITY HALL, 433 RIVER STREET, 5TH FLOOR, TROY, NEW YORK 12180 Report of the public hearing of the Troy Industrial Development Authority (the

“Authority”) regarding the Troy Riverwalk, LLC Project held on May 29, 2019 at 10:00 a.m., at the Troy City Hall, located at 433 River Street, 5th Floor, Troy, New York 12180. I. ATTENDANCE Steven Strichman, Executive Director [list other TIDA representatives in attendance]

[________________, Company Representative] Members of the General Public

II. CALL TO ORDER: (Time: 10:00 a.m.). __________________opened the hearing and _________________ read the following into the hearing record:

This public hearing is being conducted pursuant to Title 11 of Article 8 of the Public Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (collectively, the “Act”). A Notice of Public Hearing describing the Project was published in Troy Record, a copy of which is attached hereto and is an official part of this transcript. A copy of the Application submitted by Troy Riverwalk, LLC to the Authority, along with a cost-benefit analysis, is available for review and inspection by the general public in attendance at this hearing. III. PROJECT SUMMARY

TROY RIVERWALK, LLC, for itself and/or on behalf of an entity to be formed (collectively, the “Company”), has requested the Authority’s assistance with a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in an approximately .10 acre parcel of land located at 171 River Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 100.60-3-8) and the existing improvements located thereon consisting of approximately 22,500 sf of multi-story building spaces (the “Existing Improvements”), (ii) the renovation of the Existing Improvements and the planning, design, engineering, construction and operation of a mixed use commercial and residential facility containing approximately 6,000 sf of commercial space and 14 market rate rental apartment units, all to be leased by the Company to commercial and residential tenants, including building improvements, modifications, upgrades, and related site and exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and

Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company.

It is contemplated that the Authority will acquire a leasehold interest in the Facility and

lease the Facility back to the Company. The Company will operate the Facility during the term of the leases. The Authority contemplates that it will provide financial assistance (the “Financial Assistance”) to the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to the Project; (b) mortgage recording tax exemptions(s) related to financings undertaken by the Company to construct the Facility; and (c) a partial real property tax abatement structured through a PILOT Agreement. The foregoing Financial Assistance and the Authority’s involvement in the Project are being considered to promote the economic welfare and prosperity of residents of the City of Troy, New York.

IV. AGENCY COST-BENEFIT ANALYSIS: The Company Application for Financial Assistance indicates a total project cost of approximately $6,000,000.00. Based upon additional information provided by the Company, the Agency estimates the following amounts of financial assistance to be provided to the Company: Mortgage Recording Tax Exemption = $ 60,000.00

Sales and Use Tax Exemptions = $ 80,000.00 Estimated PILOT Savings = $711,749.31 Total estimated Financial Assistance = $851,749.31

IV. SEQRA: For purposes of the Project, the City Planning Commission served as lead agency for purposes of review pursuant to SEQRA.

VI. PUBLIC COMMENTS VII. ADJOURNMENT As there were no comments, the public hearing was closed at ________ a.m.

TROY INDUSTRIAL DEVELOPMENT AUTHORITY - Riverwalk - 12-year PILOT ASSUMPTIONS

PILOT YearCALENDAR

YEAR:PILOT Base

Assessed Valuation

Abatement Schedule for Added Value

Estimated PILOT Payments for Base

Value

** Estimated Abated

Assessment

***Estimated Full Taxes with No

PILOT

Estimated PILOT Payments for Added Value

Estimated Total PILOT Payments

Estimated Mil Rate

Interim 2019 90,000.00$ 43.670000Interim 2020 90,000.00$ 44.543400Year 1 2021 90,000.00$ 66% $4,089.08 $1,683,000.00 $119,946.47 $39,391.51 $43,480.59 45.434268Year 2 2022 90,000.00$ 66% $4,170.87 $1,683,000.00 $122,345.40 $40,179.34 $44,350.21 46.342953Year 3 2023 90,000.00$ 66% $4,254.28 $1,683,000.00 $124,792.30 $40,982.93 $45,237.21 47.269812Year 4 2024 90,000.00$ 66% $4,339.37 $1,683,000.00 $127,288.15 $41,802.59 $46,141.95 48.215209Year 5 2025 90,000.00$ 66% $4,426.16 $1,683,000.00 $129,833.91 $42,638.64 $47,064.79 49.179513Year 6 2026 90,000.00$ 33% $4,514.68 $841,500.00 $132,430.59 $85,703.66 $90,218.34 50.163103 Year 7 2027 90,000.00$ 33% $4,604.97 $841,500.00 $135,079.20 $87,417.73 $92,022.71 51.166365Year 8 2028 90,000.00$ 33% $4,697.07 $841,500.00 $137,780.79 $89,166.09 $93,863.16 52.189692Year 9 2029 90,000.00$ 33% $4,791.01 $841,500.00 $140,536.40 $90,949.41 $95,740.43 53.233486Year 10 2030 90,000.00$ 33% $4,886.83 $841,500.00 $143,347.13 $92,768.40 $97,655.23 54.298156Year 11 2031 90,000.00$ 33% $4,984.57 $841,500.00 $146,214.07 $94,623.77 $99,608.34 55.384119Year 12 2032 90,000.00$ 33% $5,084.26 $841,500.00 $149,138.36 $96,516.24 $101,600.51 56.491802

$1,608,732.78 $842,140.31 $896,983.47896,983.47$ 44,774.33$

1,608,732.78$

Estimated Real Estate Tax Saving 711,749.31$ Estimated Mortgages Tax Savings 60,000.00$ Estimated Sales Tax Savings 80,000.00$ Estimated Financial Assistance 851,749.31$ TIDA Administrative Fee $45,000.00

*All PILOT Payments and Taxes are estimated and will be determined upon each year's total combined mil rate** assumption of a $2,640,000 assessment once project is completed*** $43.67/1000 tax rate for 2019 (school tax does not reflect changes on July 1)

Added Value 2,550,000.00$ Project Cost 6,000,000.00$

Precon Assessed Value 90,000$ Post constr. Assesed Value 2,640,000$

Total PILOT PaymentsTaxes w/o Improvements

Full Taxes no PILOT


R & M HOLDINGS OF TROY LLC MAY 29, 2019 AT 10:00 A.M.


“Authority”) regarding the R&M Holdings of Troy LLC Project (DeFazio & Sons Inc.) held on May 29, 2019 at 10:00 a.m., at the Troy City Hall, located at 433 River Street, 5th Floor, Troy, New York 12180. I. ATTENDANCE Steven Strichman, Executive Director [list other TIDA representatives in attendance]



This public hearing is being conducted pursuant to Title 11 of Article 8 of the Public Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (collectively, the “Act”). A Notice of Public Hearing describing the Project was published in Troy Record, a copy of which is attached hereto and is an official part of this transcript. A copy of the Application submitted by R&M Holdings of Troy LLC Project (DeFazio & Sons Inc.) to the Authority, along with a cost-benefit analysis, is available for review and inspection by the general public in attendance at this hearing. III. PROJECT SUMMARY

R & M HOLDINGS OF TROY LLC, for itself and/or on behalf of an entity to be formed ( collectively, the “Company”), has requested the Authority’s assistance with a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in an approximately .20 acre parcel of land located at 214-216 Fourth Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 101.69-11-2) and the existing improvements located thereon consisting of approximately 13,648 sf of building spaces (the “Existing Improvements”), (ii) the renovation of the Existing Improvements and the planning, design, engineering, construction and operation of a commercial restaurant facility to be leased by the Company to DEFAZIO & SONS INC., including building improvements, modifications, upgrades, and related site and exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”,

and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company.

It is contemplated that the Authority will acquire a leasehold interest in the Facility and

lease the Facility back to the Company. The Company will operate the Facility during the term of the leases. The Authority contemplates that it will provide financial assistance (the “Financial Assistance”) to the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to the Project; (b) mortgage recording tax exemptions(s) related to financings undertaken by the Company to construct the Facility; and (c) a partial real property tax abatement structured through a PILOT Agreement. The foregoing Financial Assistance and the Authority’s involvement in the Project are being considered to promote the economic welfare and prosperity of residents of the City of Troy, New York.


Sales and Use Tax Exemptions = $ 80,000.00 Estimated PILOT Savings = $108,989.25 Total estimated Financial Assistance = $207,399.25



TROY INDUSTRIAL DEVELOPMENT AUTHORITY - DeFazios - 10-year PILOT ASSUMPTIONS

PILOT YearCALENDAR

YEAR:PILOT Base

Assessed Valuation

Abatement Schedule for Added Value

Estimated PILOT Payments for Base

Value

** Estimated Abated

Assessment

***Estimated Full Taxes with No

PILOT

Estimated PILOT Payments for Added Value

Estimated Total PILOT Payments

Estimated Mil Rate

Interim 2019 250,000.00$ 43.670000Interim 2020 250,000.00$ 44.543400Year 1 2021 250,000.00$ 66% $11,358.57 $297,000.00 $31,803.99 $6,951.44 $18,310.01 45.434268Year 2 2022 250,000.00$ 66% $11,585.74 $297,000.00 $32,440.07 $7,090.47 $18,676.21 46.342953Year 3 2023 250,000.00$ 66% $11,817.45 $297,000.00 $33,088.87 $7,232.28 $19,049.73 47.269812Year 4 2024 250,000.00$ 66% $12,053.80 $297,000.00 $33,750.65 $7,376.93 $19,430.73 48.215209Year 5 2025 250,000.00$ 66% $12,294.88 $297,000.00 $34,425.66 $7,524.47 $19,819.34 49.179513Year 6 2026 250,000.00$ 33% $12,540.78 $148,500.00 $35,114.17 $15,124.18 $27,664.95 50.163103 Year 7 2027 250,000.00$ 33% $12,791.59 $148,500.00 $35,816.46 $15,426.66 $28,218.25 51.166365Year 8 2028 250,000.00$ 33% $13,047.42 $148,500.00 $36,532.78 $15,735.19 $28,782.62 52.189692Year 9 2029 250,000.00$ 33% $13,308.37 $148,500.00 $37,263.44 $16,049.90 $29,358.27 53.233486Year 10 2030 250,000.00$ 33% $13,574.54 $148,500.00 $38,008.71 $16,370.89 $29,945.43 54.298156

348,244.79$ 114,882.41$ $239,255.55239,255.55$ 124,373.14$ 348,244.79$

Estimated Real Estate Tax Savings 108,989.25$ Estimated Mortgages Tax Savings 18,410.00$ Estimated Sales Tax Savings 80,000.00$ Estimated Financial Assistance 207,399.25$ TIDA Administrative Fee $14,970.00

*All PILOT Payments and Taxes are estimated and will be determined upon each year's total combined mil rate** assumption of a $700000 assessment once project is completed*** $43.67/1000 tax rate for 2019 (school tax does not reflect changes on July 1)

Added Value 450,000.00$ Project Cost 1,996,000.00$

Precon Assessed Value 250,000$ Post constr. Assesed Value 700,000$

Total PILOT PaymentsTaxes w/o Improvements

Full Taxes no PILOT


FIRST COLUMBIA 433 RIVER STREET, LLC MAY 29, 2019 AT 10:00 A.M.


“Authority”) regarding the R&M Holdings of Troy LLC Project (DeFazio & Sons Inc.) held on May 29, 2019 at 10:00 a.m., at the Troy City Hall, located at 433 River Street, 5th Floor, Troy, New York 12180. I. ATTENDANCE Steven Strichman, Executive Director [list other TIDA representatives in attendance]



This public hearing is being conducted pursuant to Title 11 of Article 8 of the Public Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (collectively, the “Act”). A Notice of Public Hearing describing the Project was published in Troy Record, a copy of which is attached hereto and is an official part of this transcript. A copy of the Application submitted by First Columbia 433 River Street, LLC to the Authority, along with a cost-benefit analysis, is available for review and inspection by the general public in attendance at this hearing. III. PROJECT SUMMARY

FIRST COLUMBIA 433 RIVER STREET, LLC (the “Company”) has requested the Authority’s assistance in connection with a certain Project (the “Project”) for the benefit of consisting of (i) the retention by the Authority of a leasehold interest in an approximately 3.7 acre parcel of land located at 433 River Street in the City of Troy, New York (the “Land”, being comprised of TMID Nos 101.29-1-1./1 and 101.30-6-3) and the improvements located thereon consisting of five (5) existing buildings containing on the aggregate approximately 335,000 square feet and a surface parking lot with a capacity for approximately 300 vehicles, along with other site and infrastructure improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, on the Land and Existing Improvements of (a) up to 20,000 square feet of additional commercial space on the 9th floor of the Existing Improvements to accommodate a training and event facility, (b) the expansion and renovation of the existing ground level boiler room to accommodate a brew pub/restaurant facility and related entertainment space, and (c) building-wide upgrades to mechanical systems, elevators, HVAC systems and interior tenant spaces (hereinafter and collectively (collectively, the “Improvements”) for continued operation of the Existing Improvements and Improvements

as a commercial facility leased to tenants of the Company that will directly and indirectly retain at least 930 full time jobs (the “Job Retention”), (iii) the acquisition and installation by the Company in and around the Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the leasing of the Facility back to the Company pursuant to a “Straight-lease transaction”, as defined within Section 1951(12) of the Act.

The Authority contemplates that it will provide financial assistance (the “Financial

Assistance”) to the Company in the form of (a) a sales and use tax exemption for purchases and rentals related to the Project; and (b) mortgage recording tax exemptions(s) related to financings undertaken by the Company to construct the Facility. The foregoing Financial Assistance and the Authority’s involvement in the Project are being considered to promote the economic welfare and prosperity of residents of the City of Troy, New York.


Sales and Use Tax Exemptions = $ 402,979.00 Total estimated Financial Assistance = $ 512,979.00



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PROJECT AUTHORIZING RESOLUTION

(Troy Riverwalk, LLC Project)

A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on May 29, 2019 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

Heidi Knoblauch Richard Nolan Hon. Anasha Cummings Elbert Watson Coleen Paratore Paul Carroll William Strang Susan Farrell Tina Urzan

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 Troy Riverwalk, LLC for itself or 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


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Resolution No. ____

RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) AUTHORIZING THE UNDERTAKING OF A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT OF TROY RIVERWALK, LLC (THE “COMPANY”); (ii) ADOPTING FINDINGS PURSUANT TO THE STATE ENVIRONMENTAL QUALITY REVIEW ACT (“SEQRA”) WITH RESPECT TO THE PROJECT; AND (iv) AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND AGREEMENTS RELATING TO THE PROJECT

WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to 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 RIVERWALK, LLC, for itself and/or on behalf of an entity to be formed (collectively, the “Company”), has requested the Authority’s assistance with a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in an approximately .10 acre parcel of land located at 171 River Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 100.60-3-8) and the existing improvements located thereon consisting of approximately 22,500 sf of multi-story building spaces (the “Existing Improvements”), (ii) the renovation of the Existing Improvements and the planning, design, engineering, construction and operation of a mixed use commercial and residential facility containing approximately 6,000 sf of commercial space and 14 market rate rental apartment units, all to be leased by the Company to commercial and residential tenants, including building improvements, modifications, upgrades, and related site and exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company; and

WHEREAS, by resolution adopted March 22, 2019 (the “Initial Project Resolution”), the

Authority (i) accepted the Application submitted by the Company, (ii) authorized the scheduling, notice and conduct of a public hearing with respect to the Project (the “Public Hearing”), and (iii) described the forms of financial assistance being contemplated by the Authority with respect to the Project (the “Financial Assistance”, as more fully described herein); and

WHEREAS, pursuant to the Initial Project Resolution, the Authority duly scheduled, noticed and conducted the Public Hearing at 10:00 a.m. on May __, 2019 whereat all interested persons were afforded a reasonable opportunity to present their views, either orally or in writing

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on the location and nature of the Facility and the proposed Financial Assistance to be afforded the Company in connection with the Project (a copy of the Minutes of the Public Hearing, proof of publication and delivery of Notice of Public Hearing being attached hereto as Exhibit A); and

WHEREAS, pursuant to application by the Company, the Planning Commission of the City of Troy (the “Planning Commission”), as lead agency pursuant to the State Environmental Quality Review Act and regulations adopted pursuant thereto (collectively, “SEQRA”), previously reviewed the Project and adopted a negative declaration (the “Negative Declaration”) with respect to the Project, a copy of which is attached hereto as Exhibit B; and

WHEREAS, the Authority and Company have negotiated the terms of an Agent and

Financial Assistance and Project Agreement (the “Agent Agreement”), a Lease Agreement (the “Lease Agreement”), related Leaseback Agreement (the “Leaseback Agreement”) and related Payment-in-lieu-of-Tax Agreement (the “PILOT Agreement”), and, subject to the conditions set forth within this resolution, it is contemplated that the Authority will (i) acquire a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement, (ii) appoint the Company agent of the Authority to undertake the Project and lease the Land, Existing Improvements, Improvements and Equipment constituting the Facility to the Company for the term of the Leaseback Agreement and PILOT Agreement, and (ii) provide certain forms of Financial Assistance to the Company, including (a) mortgage recording tax exemption(s) relating to one or more financings secured in furtherance of the Project; (b) a sales and use tax exemption for purchases and rentals related to the construction and equipping of the Project; and (c) a partial real property tax abatement structured through the PILOT Agreement.

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS:

Section 1. The Company has presented an application in a form acceptable to the Authority. Based upon the representations made by the Company to the Authority in the Company's application and in related correspondence, the Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and

(B) The Authority has the authority to take the actions contemplated herein under the Act; and (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

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abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Authority hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and

(E) The Authority has reviewed the Negative Declaration adopted by the Planning Commission and determined the Project involves an “Unlisted Action” as said term is defined under SEQRA. The review is uncoordinated. Based upon the review by the Authority of the Negative Declaration, related Environmental Assessment Form (the “EAF”) and related documents delivered by the Company to the Authority and other representations made by the Company to the Authority in connection with the Project, the Authority hereby ratifies the SEQRA determination made by the Planning Commission and the Authority further finds that (i) the Project will result in no major impacts and, therefore, is one which may not cause significant damage to the environment; (ii) the Project will not have a “significant effect on the environment” as such quoted terms are defined in SEQRA; and (iii) no “environmental impact statement” as such quoted term is defined in SEQRA, need be prepared for this action. This determination constitutes a negative declaration in connection with the Authority’s sponsorship and involvement with the Project for purposes of SEQRA.

Section 2. The Authority hereby accepts the Minutes of the Public Hearing and

approves the provision of the proposed Financial Assistance to the Company, including (i) a sales and use tax exemption for materials, supplies and rentals acquired or procured in furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording tax exemption(s) in connection with secured financings undertaken by the Company in furtherance of the Project; and (iii) an abatement or exemption from real property taxes levied against the Land and Facility pursuant to a PILOT Agreement. Section 3. Subject to the Company executing the Leaseback Agreement and/or a related Agent Agreement, along with the delivery to the Authority of a binder, certificate or other evidence of liability insurance policy for the Project satisfactory to the Authority, the Authority hereby authorizes the undertaking of the Project, including the acquisition of a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement and related recording documents, the form and substance of which shall be approved as to form and content by counsel to the Authority. Subject to the within conditions, the Authority further authorizes the execution and delivery of the Leaseback Agreement, wherein the Company is authorized to undertake the construction and equipping of the Improvements and hereby appoints the Company as the true and lawful agent of the Authority: (i) to acquire, construct and equip the Improvements and acquire and install the Equipment; (ii) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent for the Authority with the authority to delegate such agency, in whole or in part, to agents, subagents, contractors, and subcontractors of such agents and subagents and to such other parties as the Company chooses; and (iii) in general, to do all things which may be requisite or proper for completing the Project, all with the same powers and the same validity that the Authority could do if acting in its own behalf. The foregoing authorization and appointment by the Authority of the Company as agent to undertake

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the Project shall expire on December 31, 2020, unless extended by the Executive Director of the Authority upon written application by the Company.

Based upon the representation and warranties made by the Company the Application, the Authority hereby authorizes and approves the Company, as its agent, to make purchases of goods and services relating to the Project and that would otherwise be subject to New York State and local sales and use tax in an amount up to $1,000,000.00, which result in New York State and local sales and use tax exemption benefits (“sales and use tax exemption benefits”) not to exceed $80,000.00. The Authority agrees to consider any requests by the Company for increase to the amount of sales and use tax exemption benefits authorized by the Authority upon being provided with appropriate documentation detailing the additional purchases of property or services, and, to the extent required, the Authority authorizes and conducts any supplemental public hearing(s).

Pursuant to Section 1963-b of the Act, the Authority may recover or recapture from the

Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, any sales and use tax exemption benefits taken or purported to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, if it is determined that: (i) the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, is not entitled to the sales and use tax exemption benefits; (ii) the sales and use tax exemption benefits are in excess of the amounts authorized to be taken by the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project; (iii) the sales and use tax exemption benefits are for property or services not authorized by the Authority as part of the Project; (iv) the Company has made a material false statement on its application for financial assistance; (v) the sales and use tax exemption benefits are taken in cases where the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project fails to comply with a material term or condition to use property or services in the manner approved by the Authority in connection with the Project; and/or (vi) the Company obtains mortgage recording tax benefits and/or real property tax abatements and fails to comply with a material term or condition to use property or services in the manner approved by the Authority in connection with the Project (collectively, items (i) through (vi) hereby defined as a “Recapture Event”).

As a condition precedent of receiving sales and use tax exemption benefits, mortgage

recording tax exemption benefits, and real property tax abatement benefits, the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, must (i) if a Recapture Event determination is made by the Authority, cooperate with the Authority in its efforts to recover or recapture any sales and use tax exemption benefits, mortgage recording tax benefits and/or real property tax abatements abatement benefits, and (ii) promptly pay over any such amounts to the Authority that the Authority demands, if and as so required to be paid over as determined by the Authority.

Section 4. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive

Officer of the Authority are hereby authorized, on behalf of the Authority, to execute, deliver (A) the Agent Agreement, wherein the Authority will appoint the Company as agent to undertake the Project, (B) the Lease Agreement, pursuant to which the Company will lease its interest in the

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Land, Existing Improvements, Improvements and Equipment constituting the Facility to the Authority, (C) the Leaseback Agreement, pursuant to which the Authority will lease its interest in the Land, Existing Improvements, Improvements and Equipment constituting the Facility back to the Company, (D) the PILOT Agreement pursuant to which the Company shall be required to make certain PILOT Payments to the Authority for the benefit of the Affected Taxing Jurisdictions (along with a related PILOT Mortgage Agreement, or in the discretion of the Executive Director, a sufficient guaranty of performance under the Leaseback Agreement and PILOT Agreement), and (E) related documents, including, but not limited to, Sales Tax Exemption Letter(s), Bills(s) of Sale and related instruments; provided the rental payments under the Leaseback Agreement include payments of all costs incurred by the Authority arising out of or related to the Project and indemnification of the Authority by the Company for actions taken by the Company and/or claims arising out of or related to the Project.

Section 5. The Chairman, Vice Chairman and/or the Executive Director/Chief

Executive Officer of the Authority are hereby further authorized, on behalf of the Authority, and to the extent necessary, to execute and deliver any mortgage, assignment of leases and rents, security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by these resolutions or required by any lender identified by the Company (the “Lender”) up to a maximum principal amount necessary to undertake the Project and/or finance/refinance acquisition and Project costs, equipment and other personal property and related transactional costs, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby authorized to affix the seal of the Authority to the Authority Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the execution thereof by the Chairman, Vice Chairman or the Executive Director/Chief Executive Officer of the Authority to constitute conclusive evidence of such approval; provided, in all events, recourse against the Authority is limited to the Authority’s interest in the Project.

Section 6. The officers, employees and agents of the Authority are hereby authorized

and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority.

Section 7. These Resolutions shall take effect immediately.

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SECRETARY'S CERTIFICATION

STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, ______________________, the undersigned, ____________________ of the Troy Industrial Development Authority (the “Authority”), do hereby certify that I have compared the foregoing extract of the minutes of the meeting of the members of the Authority, including the Resolution contained therein, held on May 29, 2019, 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 __________, 2019. ______________________________ (SEAL)

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EXHIBIT A PUBLIC HEARING MATERIALS

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EXHIBIT B SEQRA MATERIALS

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PROJECT AUTHORIZING RESOLUTION

(R & M Holdings of Troy LLC Project – DeFazio & Sons Inc.)

A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on May 29, 2019 at 10:00 a.m., local time, at 433 River Street, Troy, New York 12180.



MEMBER

PRESENT ABSENT




purposes of the meeting was to consider and take action on certain matters pertaining to a proposed project for the benefit of R & M Holdings of Troy LLC for itself or an entity to be formed.


Member



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Resolution No. ____

RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) AUTHORIZING THE UNDERTAKING OF A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT OF R & M HOLDINGS OF TROY LLC (THE “COMPANY”); (ii) ADOPTING FINDINGS PURSUANT TO THE STATE ENVIRONMENTAL QUALITY REVIEW ACT (“SEQRA”) WITH RESPECT TO THE PROJECT; AND (iv) AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND AGREEMENTS RELATING TO THE PROJECT


WHEREAS, R & M HOLDINGS OF TROY LLC, for itself and/or on behalf of an entity to be formed ( collectively, the “Company”), has requested the Authority’s assistance with a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in an approximately .20 acre parcel of land located at 214-216 Fourth Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 101.69-11-2) and the existing improvements located thereon consisting of approximately 13,648 sf of building spaces (the “Existing Improvements”), (ii) the renovation of the Existing Improvements and the planning, design, engineering, construction and operation of a commercial restaurant facility to be leased by the Company to DEFAZIO & SONS INC., including building improvements, modifications, upgrades, and related site and exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company; and

WHEREAS, by resolution adopted April 19, 2019 (the “Initial Project Resolution”), the


WHEREAS, pursuant to the Initial Project Resolution, the Authority duly scheduled, noticed and conducted the Public Hearing at 10:00 a.m. on May 24, 2019 whereat all interested persons were afforded a reasonable opportunity to present their views, either orally or in writing

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on the location and nature of the Facility and the proposed Financial Assistance to be afforded the Company in connection with the Project (a copy of the Minutes of the Public Hearing, proof of publication and delivery of Notice of Public Hearing being attached hereto as Exhibit A); and


WHEREAS, the Authority and Company have negotiated the terms of an Agent and

Financial Assistance and Project Agreement (the “Agent Agreement”), a Lease Agreement (the “Lease Agreement”), related Leaseback Agreement (the “Leaseback Agreement”) and related Payment-in-lieu-of-Tax Agreement (the “PILOT Agreement”), and, subject to the conditions set forth within this resolution, it is contemplated that the Authority will (i) acquire a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement, (ii) appoint the Company agent of the Authority to undertake the Project and lease the Land, Existing Improvements, Improvements and Equipment constituting the Facility to the Company for the term of the Leaseback Agreement and PILOT Agreement, and (ii) provide certain forms of Financial Assistance to the Company, including (a) mortgage recording tax exemption(s) relating to one or more financings secured in furtherance of the Project; (b) a sales and use tax exemption for purchases and rentals related to the construction and equipping of the Project; and (c) a partial real property tax abatement structured through the PILOT Agreement.



(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

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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



approves the provision of the proposed Financial Assistance to the Company, including (i) a sales and use tax exemption for materials, supplies and rentals acquired or procured in furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording tax exemption(s) in connection with secured financings undertaken by the Company in furtherance of the Project; and (iii) an abatement or exemption from real property taxes levied against the Land and Facility pursuant to a PILOT Agreement. Section 3. Subject to the Company executing the Leaseback Agreement and/or a related Agent Agreement, along with the delivery to the Authority of a binder, certificate or other evidence of liability insurance policy for the Project satisfactory to the Authority, the Authority hereby authorizes the undertaking of the Project, including the acquisition of a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement and related recording documents, the form and substance of which shall be approved as to form and content by counsel to the Authority. Subject to the within conditions, the Authority further authorizes the execution and delivery of the Leaseback Agreement, wherein the Company is authorized to undertake the construction and equipping of the Improvements and hereby appoints the Company as the true and lawful agent of the Authority: (i) to acquire, construct and equip the Improvements and acquire and install the Equipment; (ii) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent for the Authority with the authority to delegate such agency, in whole or in part, to agents, subagents, contractors, and subcontractors of such agents and subagents and to such other parties as the Company chooses; and (iii) in general, to do all things which may be requisite or proper for completing the Project, all with the same powers and the same validity that the Authority could do if acting in its own behalf. The foregoing authorization and appointment by the Authority of the Company as agent to undertake

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the Project shall expire on December 31, 2020, unless extended by the Executive Director of the Authority upon written application by the Company.





recording tax exemption benefits, and real property tax abatement benefits, the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, must (i) if a Recapture Event determination is made by the Authority, cooperate with the Authority in its efforts to recover or recapture any sales and use tax exemption benefits, mortgage recording tax benefits and/or real property tax abatements abatement benefits, and (ii) promptly pay over any such amounts to the Authority that the Authority demands, if and as so required to be paid over as determined by the Authority.

Section 4. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive

Officer of the Authority are hereby authorized, on behalf of the Authority, to execute, deliver (A) the Agent Agreement, wherein the Authority will appoint the Company as agent to undertake the Project, (B) the Lease Agreement, pursuant to which the Company will lease its interest in the

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Land, Existing Improvements, Improvements and Equipment constituting the Facility to the Authority, (C) the Leaseback Agreement, pursuant to which the Authority will lease its interest in the Land, Existing Improvements, Improvements and Equipment constituting the Facility back to the Company, (D) the PILOT Agreement pursuant to which the Company shall be required to make certain PILOT Payments to the Authority for the benefit of the Affected Taxing Jurisdictions (along with a related PILOT Mortgage Agreement, or in the discretion of the Executive Director, a sufficient guaranty of performance under the Leaseback Agreement and PILOT Agreement), and (E) related documents, including, but not limited to, Sales Tax Exemption Letter(s), Bills(s) of Sale and related instruments; provided the rental payments under the Leaseback Agreement include payments of all costs incurred by the Authority arising out of or related to the Project and indemnification of the Authority by the Company for actions taken by the Company and/or claims arising out of or related to the Project.

Section 5. The Chairman, Vice Chairman and/or the Executive Director/Chief

Executive Officer of the Authority are hereby further authorized, on behalf of the Authority, and to the extent necessary, to execute and deliver any mortgage, assignment of leases and rents, security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by these resolutions or required by any lender identified by the Company (the “Lender”) up to a maximum principal amount necessary to undertake the Project and/or finance/refinance acquisition and Project costs, equipment and other personal property and related transactional costs, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby authorized to affix the seal of the Authority to the Authority Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the execution thereof by the Chairman, Vice Chairman or the Executive Director/Chief Executive Officer of the Authority to constitute conclusive evidence of such approval; provided, in all events, recourse against the Authority is limited to the Authority’s interest in the Project.




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PROJECT AUTHORIZING RESOLUTION (First Columbia 433 River Street, LLC Project)

A regular meeting of the Troy Industrial Development Authority (the “Authority”) was

convened on May 29, 2019 at 10:00 a.m., local time, at 433 River Street, Troy, New York 12180.



MEMBER

PRESENT ABSENT




purposes of the meeting was to consider and take action on certain matters pertaining to a proposed project for the benefit of First Columbia 433 River Street, LLC for itself or an entity to be formed.


Member



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Resolution No. ____

RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) AUTHORIZING THE UNDERTAKING OF A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) FOR THE BENEFIT OF FIRST COLUMBIA 433 RIVER STREET, LLC (THE “COMPANY”); (ii) ADOPTING FINDINGS PURSUANT TO THE STATE ENVIRONMENTAL QUALITY REVIEW ACT (“SEQRA”) WITH RESPECT TO THE PROJECT; AND (iv) AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND AGREEMENTS RELATING TO THE PROJECT


WHEREAS, pursuant to a certain resolution adopted by the Authority on September 23, 2016, as supplemented by Authority resolution adopted on October 27, 2018 (collectively, the “Project Authorizing Resolution”), the Authority authorized the undertaking of a certain Project (the “Project”) for the benefit of FIRST COLUMBIA 433 RIVER STREET, LLC (the “Company”) consisting of (i) the retention by the Authority of a leasehold interest in an approximately 3.7 acre parcel of land located at 433 River Street in the City of Troy, New York (the “Land”, being comprised of TMID Nos 101.29-1-1./1 and 101.30-6-3) and the improvements located thereon consisting of five (5) existing buildings containing on the aggregate approximately 335,000 square feet and a surface parking lot with a capacity for approximately 300 vehicles, along with other site and infrastructure improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, on the Land and Existing Improvements of up to 20,000 square feet of additional commercial space on the 9th floor of the Existing Improvements (collectively, the “Improvements”) for continued operation of the Existing Improvements and Improvements as a commercial facility leased to tenants of the Company that will directly and indirectly retain at least 930 full time jobs (the “Job Retention”), (iii) the acquisition and installation by the Company in and around the Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the leasing of the Facility back to the Company a new “Straight-lease transaction”, as defined within Section 1951(12) of the Act, whereby the Authority and Company will enter into a Lease Agreement, Leaseback Agreement and related Payment in Lieu of Tax Agreement (“PILOT Agreement”) to be negotiated (collectively, the “Restructuring”); and

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WHEREAS, pursuant to the Project Authorizing Resolution and in furtherance of the Project, the Authority and Company entered into various documents and agreements (collectively, the “Project Documents”), including, but not limited to: (i) a certain Agent and Financial Assistance and Project Agreement, dated as of October 27, 2016 (the “Agent Agreement”), (ii) a certain Leaseback Agreement, dated as of October 27, 2016 (the “Leaseback Agreement”), and (iii) a certain Amended and Restated Payment in Lieu of Tax Agreement, dated as of October 27, 2016 (the “PILOT Agreement”), each as amended pursuant to a certain Omnibus Amendment Agreement, dated as of October 27, 2018; and

WHEREAS, pursuant to the Project Authorizing Resolution and Project Documents, the

Company is required to complete the Improvements on or before December 31, 2019, however, the Company has submitted a supplemental application (the “Application”) to the Authority outlining an expanded scope of improvements to be undertaken by the Company on or before December 31, 2020 and requesting the Authority’s approval of additional Financial Assistance (as defined herein) relating to same; and

WHEREAS, the Application requests the proposed Improvements to be redefined to

include: the planning, design, engineering, construction, reconstruction, on the Land and Existing Improvements of (a) up to 20,000 square feet of additional commercial space on the 9th floor of the Existing Improvements to accommodate a training and event facility, (b) the expansion and renovation of the existing ground level boiler room to accommodate a brew pub/restaurant facility and related entertainment space, and (c) building-wide upgrades to mechanical systems, elevators, HVAC systems and interior tenant spaces (hereinafter and collectively, the “Updated Improvements”); and

WHEREAS, by resolution adopted April 19, 2019 (the “Initial Project Resolution”), the


WHEREAS, pursuant to the Initial Project Resolution, the Authority duly scheduled, noticed and conducted the Public Hearing at 10:00 a.m. on May 24, 2019 whereat all interested persons were afforded a reasonable opportunity to present their views, either orally or in writing on the location and nature of the Facility and the proposed Financial Assistance to be afforded the Company in connection with the Project (a copy of the Minutes of the Public Hearing, proof of publication and delivery of Notice of Public Hearing being attached hereto as Exhibit A); and


WHEREAS, the Authority desires to amend the Project Documents and definition of

“Project” to read as follows: a certain Project (the “Project”) consisting of (i) the retention by the

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Authority of a leasehold interest in an approximately 3.7 acre parcel of land located at 433 River Street in the City of Troy, New York (the “Land”, being comprised of TMID Nos 101.29-1-1./1 and 101.30-6-3) and the improvements located thereon consisting of five (5) existing buildings containing on the aggregate approximately 335,000 square feet and a surface parking lot with a capacity for approximately 300 vehicles, along with other site and infrastructure improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, on the Land and Existing Improvements of (a) up to 20,000 square feet of additional commercial space on the 9th floor of the Existing Improvements to accommodate a training and event facility, (b) the expansion and renovation of the existing ground level boiler room to accommodate a brew pub/restaurant facility and related entertainment space, and (c) building-wide upgrades to mechanical systems, elevators, HVAC systems and interior tenant spaces (hereinafter and collectively (collectively, the “Improvements”) for continued operation of the Existing Improvements and Improvements as a commercial facility leased to tenants of the Company that will directly and indirectly retain at least 930 full time jobs (the “Job Retention”), (iii) the acquisition and installation by the Company in and around the Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the leasing of the Facility back to the Company pursuant to a “Straight-lease transaction”, as defined within Section 1951(12) of the Act; and

WHEREAS, the Authority and Company have negotiated the terms of certain

amendments to the Project Documents and the Authority desires to provide financial assistance (the “Financial Assistance”) to the Company in connection with the Improvements the form of (i) sales and use tax exemptions with respect to the Improvements and the Equipment; and (ii) mortgage recording tax exemption(s) related to the Company’s financing of the Improvements and Equipment.



(B) The Authority has the authority to take the actions contemplated herein under the Act; and

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(C) The action to be taken by the Authority will induce the Company to develop the Project, thereby increasing employment opportunities in the City of Troy, New York, and otherwise furthering the purposes of the Authority as set forth in the Act; and (D) The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Authority hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and



approves the provision of the proposed Financial Assistance to the Company, including (i) a sales and use tax exemption for materials, supplies and rentals acquired or procured in furtherance of the Project by the Company as agent of the Authority; and (ii) mortgage recording tax exemption(s) in connection with secured financings undertaken by the Company in furtherance of the Project. Section 3. Subject to the Company executing amendments to the Project Documents, along with the delivery to the Authority of a binder, certificate or other evidence of liability insurance policy for the Project satisfactory to the Authority, the Authority hereby authorizes the undertaking of the Project, including the acquisition of a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement and related recording documents, the form and substance of which shall be approved as to form and content by counsel to the Authority. Subject to the within conditions, the Authority further authorizes the execution and delivery of the Leaseback Agreement, wherein the Company is authorized to undertake the construction and equipping of the Improvements and hereby appoints the Company as the true and lawful agent of the Authority: (i) to acquire, construct and equip the Improvements and acquire and install the Equipment; (ii) to make, execute, acknowledge and deliver any contracts,

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orders, receipts, writings and instructions, as the stated agent for the Authority with the authority to delegate such agency, in whole or in part, to agents, subagents, contractors, and subcontractors of such agents and subagents and to such other parties as the Company chooses; and (iii) in general, to do all things which may be requisite or proper for completing the Project, all with the same powers and the same validity that the Authority could do if acting in its own behalf. The foregoing authorization and appointment by the Authority of the Company as agent to undertake the Project shall expire on December 31, 2020, unless extended by the Executive Director of the Authority upon written application by the Company.





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

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abatement benefits, and (ii) promptly pay over any such amounts to the Authority that the Authority demands, if and as so required to be paid over as determined by the Authority.

Section 4. The Chair, Vice Chair, and/or Executive Director/Chief Executive Officer

of the Authority are hereby authorized, on behalf of the Authority, to execute, and deliver amendments to the Project Documents, including (A) the Agent Agreement, wherein the Authority will appoint the Company as agent to undertake the Project, (B) the Leaseback Agreement, pursuant to which the Authority will lease its interest in the Land, Existing Improvements, Improvements and Equipment constituting the Facility back to the Company, (C) the PILOT Agreement pursuant to which the Company shall be required to make certain PILOT Payments to the Authority for the benefit of the Affected Taxing Jurisdictions, and (D) related documents, including, but not limited to, Sales Tax Exemption Letter(s), Bills(s) of Sale and related instruments; provided the rental payments under the Leaseback Agreement include payments of all costs incurred by the Authority arising out of or related to the Project and indemnification of the Authority by the Company for actions taken by the Company and/or claims arising out of or related to the Project.

Section 5. The Chair, Vice Chair and/or the Executive Director/Chief Executive

Officer of the Authority are hereby further authorized, on behalf of the Authority, and to the extent necessary, to execute and deliver any mortgage, assignment of leases and rents, security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by these resolutions or required by any lender identified by the Company (the “Lender”) up to a maximum principal amount necessary to undertake the Project and/or finance/refinance acquisition and Project costs, equipment and other personal property and related transactional costs, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby authorized to affix the seal of the Authority to the Authority Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the execution thereof by the Chair, Vice Chair or the Executive Director/Chief Executive Officer of the Authority to constitute conclusive evidence of such approval; provided, in all events, recourse against the Authority is limited to the Authority’s interest in the Project.




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1

April 19, 2019 10:00 AM

Regular Board Meeting Minutes

Present: Heidi Knoblauch, Steve Strichman, Susan Farrell, Bill Strang, Tina Urzan, and Hon. Anasha Cummings Absent: Paul Carroll and Elbert Watson Also in attendance: Justin Miller, Esq., MaryEllen Flores, Matthew DeFazio, Rocco DeFazio, Rosemary McKenna, Katie Hammon, Melissa Bromley, Steve Pierce, Deanna Dal Pos, Luke Nathan and Dylan Turek. The meeting was called to order at 10:07 a.m.

I. Minutes

The board reviewed the minutes from the March 22, 2019 board meeting.

Tina Urzan made a motion to approve the March 22, 2019 minutes. Susan Farrell seconded the motion, motion carried.

II. R & M Holdings of Troy LLC - DeFazio & Sons Inc. – Initial Project Resolution

Mr. Strichman explained that this project will be located in Little Italy; a $2 Million dollar investment with approximately 20 jobs to be created. Matt DeFazio spoke to the board about the project and noted that he anticipates it starting as a $2 Million dollar project and growing after the first phase. He noted that the project will start in the former Vanilla Bean building with the restaurant, import store and dining space to allow for smaller events. As the business continues to grow, there will be additional space for banquets in the adjacent building. Mr. DeFazio explained that their business has continued to grow over the last 70 years and are excited to set up in this new space. Ms. Urzan asked about the timeframe and parking. Mr. DeFazio explained that it will take about 6-8 months and advised that there is sufficient parking located in the area around the building. Mr. Miller asked if both buildings are located on the same parcel and if the project cost covers all phases. Mr. DeFazio explained they are on the same parcel and the cost is for the first phase of the project. Mr. Miller noted that if there is additional cost for phase two, the applicant will need to come back. The chair noted that the resolution will be updated to reflect the April meeting date. The chair asked the applicant about the job creation. Mr. DeFazio explained that he is confident that he will meet the employment numbers he has set; their job can be filled by a wide range of applicants. He added that the import store will add an affordable alternative for those who want to cook at home. (See attached Resolution 04/19 #1)

DRAFT

2

Susan Farrell made a motion to approve the Initial Project Resolution for R&M Holdings of Troy LLC – DeFazio & Sons Inc.

Tina Urzan seconded the motion, motion carried.

III. BID Playground Project Mr. Strichman advised that this item has been moved to the CRC Agenda.

IV. Executive Directors report

New Board Members – Mr. Strichman advised that we have two vacant board positions that will hopefully be filled by the next meeting. TAP’s 50th Anniversary Event – Mr. Strichman advised that in honor of TAP’s 50th anniversary, the Troy IDA will be purchasing four tickets in the amount of $75 each. He added that if anyone of the board members is interested in attending to let him know.

V. Financials

Mary Ellen Flores went over the balance sheet with the board members and advised that there is $ 1 Million in assets, $48,000 in liabilities and $956,000 in equity. She advised that the largest change to the balance sheet is due to the PILOT payments made to the city. She noted that there were a couple payments received late; Uncle Sam Garages and 25 Morrison Ave. Ms. Flores noted that Cookie Factory has paid their late fees and is now caught up. Mr. Strichman noted that Cookie Factory is one time for the most part, their last payment was late due to a re-financing of their properties. Ms. Flores advised a deficit for the month of March in the amount of $7,700 due to the auditor expenses.

Susan Farrell made a motion to approve the financials as presented to the board. Bill Strang seconded the motion, motion carried.

VI. Old Business No old business to discuss.

VII. New Business Cookie Factory – Mr. Strichman advised that The Cookie Factory is in the process of refinancing both of their properties in Troy. Mr. Miller explained that one of their properties has an existing PILOT, so in order to refinance they would need to come back through the IDA. He also noted that a mortgage recording tax exemption was given to them during their original application process and they have asked for the benefit again with the refinance. Mr. Miller noted that the new mortgage would be about $1.3 Million; the mortgage recording tax exemption would be about $13,000. He added that a small fee of $200 will be received at closing. Mr. Miller advised that this is the only time this resolution will be presented to the board due to the benefit amount being under $100,000. (See attached Resolution 4/19 #2)

Susan Farrell made a motion to approve the additional financial assistance to the Cookie Factory LLC with Fratello’s Holdings, LLC.

DRAFT

3

Bill Strang seconded the motion, motion carried.

First Columbia 433 River Street - Mr. Strichman explained that First Columbia received a PILOT extension and Sales Tax Exemption about three years ago. He advised that their sales tax benefit was set to expire at the end of 2019 and due to delays to their expansion project they are asking for an extension until the end of 2020. Mr. Strichman explained that the other benefits will not change. Mr. Miller explained the history of their PILOT and extensions. (See attached Resolution 04/19 #3)

Susan Farrell made a motion to approve the supplemental application of First Columbia 433 River Street in order to extend sales and use tax exemptions related to project expansion.

Tina Urzan seconded the motion, motion carried.

VIII. Adjournment

With no new or old business to discuss, the regular board meeting was adjourned at 10:36 a.m.

Susan Farrell made a motion to adjourn the IDA meeting at 10:36 a.m.

Tina Urzan seconded the motion, motion carried. DRAFT

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INITIAL PROJECT RESOLUTION

(R & M Holdings of Troy LLC Project – DeFazio & Sons Inc.)

A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on April 19, 2019 at 10:00 a.m., local time, at 433 River Street, 5th Floor, Troy, New York 12180.



Member


Heidi Knoblauch X Hon. Anasha Cummings X Elbert Watson X Paul Carroll X William Strang X Susan Farrell X Tina Urzan X

The following persons were ALSO PRESENT: Steven Strichman, Justin Miller, Esq., Matthew DeFazio, Rocco DeFazio, Rosemary McKenna, Melissa Bromley, Steve Pierce, MaryEllen Flores, Deanna Dal Pos, Luke Nathan and Dylan Turek.

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 R & M Holdings of Troy LLC.

On motion duly made by Susan Farrell and seconded by Tina Urzan, the following resolution was placed before the members of the Troy Industrial Development Authority:

Member



DRAFT

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Resolution No. 04/19 #1

RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF R & M HOLDINGS OF TROY LLC (THE “COMPANY”) IN CONNECTION WITH A CERTAIN PROJECT (AS MORE FULLY DEFINED BELOW); (ii) AUTHORIZING THE SCHEDULING, NOTICE AND CONDUCT OF A PUBLIC HEARING WITH RESPECT TO THE PROJECT; AND (iii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED BY THE AUTHORITY WITH RESPECT TO THE PROJECT


WHEREAS, R & M HOLDINGS OF TROY LLC, for itself and/or on behalf of an entity to be formed ( collectively, the “Company”), has requested the Authority’s assistance with a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in an approximately .20 acre parcel of land located at 214-216 Fourth Street, Troy, New York 12180 (the “Land”, being more particularly identified as TMID No. 101.69-11-2) and the existing improvements located thereon consisting of approximately 13,648 sf of building spaces (the “Existing Improvements”), (ii) the renovation of the Existing Improvements and the planning, design, engineering, construction and operation of a commercial restaurant facility to be leased by the Company to DEFAZIO & SONS INC., including building improvements, modifications, upgrades, and related site and exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company; and

WHEREAS, 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.

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Section 1. The Company has presented an application in a form acceptable to the Authority. Based upon the representations made by the Company to the Authority in the Company’s application and in related correspondence, the Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and

(B) The Authority has the authority to take the actions contemplated herein under the Act; and (C) The action to be taken by the Authority will induce the Company to develop the Project, and otherwise furthering the purposes of the Authority as set forth in the Act; and (D) The Project will not result in the removal of a commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Authority hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and

Section 2. The proposed Financial Assistance being contemplated by the Authority includes (i) a sales and use tax exemption for materials, supplies and rentals acquired or procured in furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording tax exemption(s) in connection with secured financings undertaken by the Company in furtherance of the Project; and (iii) an abatement or exemption from real property taxes levied against the Land and Facility pursuant to a PILOT Agreement to be negotiated.

Section 3. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive Officer of the Authority are hereby authorized, on behalf of the Authority, to schedule, notice and conduct a public hearing in compliance with the Act and negotiate (but not execute or deliver) the terms of (A) an Agent and Financial Assistance and Project Agreement (the “Agent Agreement”), (B) a Lease Agreement, pursuant to which the Company leases the Project to the Authority (or, a Deed of conveyance to the Authority whereby the Authority will acquire fee title 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

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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 5. These Resolutions shall take effect immediately. DRAFT

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STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, Dylan Turek, the undersigned, Acting Secretary 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 April 19, 2019, 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 19th day of April, 2019. ______________________________ (SEAL)

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AUTHORIZING RESOLUTION (The Cookie Factory LLC Project with Fratello’s Holdings, LLC)

A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on April 19, 2019, 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 Aye Nay Abstain Absent

Heidi Knoblauch XHon. Anasha Cummings X Elbert Watson XPaul Carroll XWilliam Strang XSusan Farrell XTina Urzan X


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 The Cookie Factory LLC.

On motion duly made by Susan Farrell and seconded by William Strang, the following resolution was placed before the members of the Troy Industrial Development Authority:

Member Aye Nay Abstain Absent

Heidi Knoblauch XHon. Anasha Cummings X Elbert Watson XPaul Carroll XWilliam Strang XSusan Farrell XTina Urzan X

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RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) AUTHORIZING THE PROVISION OF ADDITIONAL FINANCIAL ASSISTANCE IN CONNECTION WITH A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) PREVIOUSLY UNDERTAKEN BY THE AUTHORITY FOR THE BENEFIT OF THE COOKIE FACTORY LLC (THE “COMPANY”); AND (ii) AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND AGREEMENTS RELATING TO THE PROJECT

WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New

York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping civic, industrial, manufacturing and commercial facilities as authorized by the Act; and

WHEREAS, pursuant to a certain Project Authorizing Resolution adopted September 9, 2013 (the “Authorizing Resolution”), the Authority previously authorized and undertook a certain project (the “Project”) for the benefit of THE COOKIE FACTORY LLC (the “Company”) consisting of (i) the acquisition by the Authority of a leasehold or other interest in a certain parcel of real property located at 41-61 River Street, Troy, New York 12180 (the “Land”, being comprised of approximately 0.76 acres of real property and more particularly identified as TMID No. 100.76-4-2) and the existing improvements located thereon, including an approximately 27,625 square foot building structure and related improvements (the “Existing Improvements”); (B) the renovation, reconstruction, refurbishing and equipping by the Company as agent of the Authority of the Existing Improvements to provide for a baked goods production and packaging facility, including internal production, packaging, storage and office space, along with external site improvements, including parking, curbage and other site improvements (collectively, the “Improvements”); (C) the acquisition of and installation in and around the Land, Existing Improvements and Improvements of certain machinery, fixtures, equipment and other items of tangible personal property (the “Equipment” and, collectively with the Land, the Existing Improvements and the Improvements, the “Facility”); and (D) the lease of the Authority’s interest in the Facility back to the Company; and

WHEREAS, pursuant to the Authorizing Resolution and in furtherance of the Project, the

Authority and Company entered into a “straight-lease transaction” within the meaning of the Act pursuant to the following documents: (i) a certain Lease Agreement, dated as of December 30, 2013, by and between FRATELLO’S HOLDINGS, LLC, as owner of the Facility (the “Owner”) and the Company, as tenant (such Company Lease Agreement as amended from time to time being the “Company Lease”), (ii) a certain Lease Agreement, dated as of January 13, 2014, by and between the Company and the Authority (such Lease Agreement as amended from time to time being the “Authority Lease”), (iii) a certain Leaseback Agreement, dated as of January 13, 2014, between the Authority and the Company (such Leaseback Agreement as may be amended

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from time to time being the “Authority Leaseback Agreement”, and together with the Authority Lease, the “Authority Leases”), such Authority Leaseback Agreement including the acknowledgment and guaranty of the Owner with respect to all obligations of the Company contained therein (the “Owner Guaranty”), and (iv) related documents, including a PILOT Agreement and related PILOT Mortgage (the foregoing being collectively referred to as the “Authority Documents’); and

WHEREAS, the Company and Owner have requested the Authority’s authorization to

enter into certain loan agreements relating to the Facility, including a certain Mortgage and Assignment of Rents and Leases (the “Financing Documents”, securing a maximum principal loan amount of $1,300,000.00), along with the provision of mortgage recording tax exemption relating to same (the “Exemption”); and

WHEREAS, the Authority desires to authorize the execution and delivery of the

Financing Documents and the provision of the Exemption.


Section 1. The Authority hereby ratifies the Authorizing Resolution and certifies that the Authority Documents remain in full force and effect pursuant to the terms thereof. Section 2. Subject to the Company and/or Owner paying all costs and expenses of the Authority relating to the foregoing, the Chair, Vice Chair, and/or Executive Director/Chief Executive Officer of the Authority are hereby authorized, on behalf of the Authority, to execute and deliver any mortgage, assignment of leases and rents, security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by these resolutions or required by any lender identified by the Owner and/or Company (the “Lender”) up to a maximum principal amount necessary to undertake the Project and/or finance/refinance acquisition and Project costs, equipment and other personal property and related transactional costs, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby authorized to affix the seal of the Authority to the Authority Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chair, Vice Chair and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the execution thereof by the Chair, Vice Chair or the Executive Director/Chief Executive Officer of the Authority to constitute conclusive evidence of such approval; provided, in all events, recourse against the Authority is limited to the Authority’s interest in the Project. The foregoing authorizations shall include the provision of the Exemption for the benefit of the Company and/or Owner in furtherance of the Project.

Section 3. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority.

Section4. These Resolutions shall take effect immediately.

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STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, Dylan Turek, the undersigned, Acting Secretary 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 April 19, 2019 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 19th day of April, 2019. ______________________________ (SEAL)

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RESOLUTION

((First Columbia 433 River Street, LLC Project)

A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on April 19, 2019 at 10:00 a.m., local time, at 433 River Street, 5th Floor, Troy, New York 12180.



Member




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 First Columbia 433 River Street, LLC.

On motion duly made by Susan Farrell and seconded by Tina Urzan, the following resolution was placed before the members of the Troy Industrial Development Authority:

Member



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RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING A SUPPLEMENTAL APPLICATION FROM FIRST COLUMBIA 433 RIVER STREET, LLC (THE “COMPANY”) IN CONNECTION WITH A CERTAIN PROJECT (AS MORE FULLY DEFINED BELOW); (ii) AUTHORIZING THE SCHEDULING, NOTICE AND CONDUCT OF A PUBLIC HEARING WITH RESPECT TO THE PROJECT; AND (iii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED BY THE AUTHORITY WITH RESPECT TO THE PROJECT


WHEREAS, pursuant to a certain resolution adopted by the Authority on September 23, 2016, as supplemented by Authority resolution adopted on October 27, 2018 (collectively, the “Project Authorizing Resolution”), the Authority authorized the undertaking of a certain Project (the “Project”) for the benefit of FIRST COLUMBIA 433 RIVER STREET, LLC (the “Company”) consisting of (i) the retention by the Authority of a leasehold interest in an approximately 3.7 acre parcel of land located at 433 River Street in the City of Troy, New York (the “Land”, being comprised of TMID Nos 101.29-1-1./1 and 101.30-6-3) and the improvements located thereon consisting of five (5) existing buildings containing on the aggregate approximately 335,000 square feet and a surface parking lot with a capacity for approximately 300 vehicles, along with other site and infrastructure improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, on the Land and Existing Improvements of up to 20,000 square feet of additional commercial space on the 9th floor of the Existing Improvements (collectively, the “Improvements”) for continued operation of the Existing Improvements and Improvements as a commercial facility leased to tenants of the Company that will directly and indirectly retain at least 930 full time jobs (the “Job Retention”), (iii) the acquisition and installation by the Company in and around the Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the leasing of the Facility back to the Company a new “Straight-lease transaction”, as defined within Section 1951(12) of the Act, whereby the Authority and Company will enter into a Lease Agreement, Leaseback Agreement and related Payment in Lieu of Tax Agreement (“PILOT Agreement”) to be negotiated (collectively, the “Restructuring”); and

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WHEREAS, pursuant to the Project Authorizing Resolution and in furtherance of the

Project, the Authority and Company entered into various documents and agreements (collectively, the “Project Documents”), including, but not limited to: (i) a certain Agent and Financial Assistance and Project Agreement, dated as of October 27, 2016 (the “Agent Agreement”), (ii) a certain Leaseback Agreement, dated as of October 27, 2016 (the “Leaseback Agreement”), and (iii) a certain Amended and Restated Payment in Lieu of Tax Agreement, dated as of October 27, 2016 (the “PILOT Agreement”), each as amended pursuant to a certain Omnibus Amendment Agreement, dated as of October 27, 2018; and

WHEREAS, pursuant to the Project Authorizing Resolution and Project Documents, the

Company is required to complete the Improvements on or before December 31, 2019, however, the Company has submitted a supplemental application (the “Application”) to the Authority outlining an expanded scope of improvements to be undertaken by the Company on or before December 31, 2020 and requesting the Authority’s approval of additional Financial Assistance (as defined herein) relating to same; and

WHEREAS, the Application requests the proposed Improvements to be redefined to

include: the planning, design, engineering, construction, reconstruction, on the Land and Existing Improvements of (a) up to 20,000 square feet of additional commercial space on the 9th floor of the Existing Improvements to accommodate a training and event facility, (b) the expansion and renovation of the existing ground level boiler room to accommodate a brew pub/restaurant facility and related entertainment space, and (c) building-wide upgrades to mechanical systems, elevators, HVAC systems and interior tenant spaces (hereinafter and collectively, the “Updated Improvements”); 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 Updated Improvements; 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 Updated Improvements; and (iii) approve the negotiation, but not the execution or delivery, of certain documents and amendments to the Project Documents in furtherance of the Project and Updated Improvements, 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:

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(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; and (ii) mortgage recording tax exemption(s) in connection with secured financings undertaken by the Company in furtherance of the Project.

Section 3. The Chair, Vice Chair, 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 amendments to the Project Documents to authorize the undertaking of the Updated Improvements and delivery of the proposed Financial Assistance; 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.




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STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, Dylan Turek, the undersigned, Acting Secretary 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 April 19, 2019, 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 19th day of April, 2019. ______________________________ (SEAL)

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