AGENDA. 1. Roll Call/Announcements. 2. Minutes. 3. Plain Avenue Storage LLC, 22 Plain Avenue- Resolution. 4. North Avenue Overpass- Resolution

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1 egular Meeting of the New ochelle Industrial evelopment Agency January 31, 2018 at 7:30 PM City Hall Annex, 90 Beaufort Place, Conf. m. B-1, New ochelle, New York oll Call/Announcements 2. Minutes AGENA 3. Plain Avenue Storage LLC, 22 Plain Avenue- esolution 4. North Avenue Overpass- esolution 5. Burling Lane Pedestrian Bridge- esolution 6. Admin. a. Uniform Joint Application- esolution 7. Other Business/iscussion Items 8. Next Meeting ate February 28, Adjournment 1

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3 Minutes

4 Minutes Summary of the egular Meeting of the New ochelle Industrial evelopment Agency (IA) held on Wednesday, April 26, 2017 at 7:30 P.M., in Conference oom B-1, City Hall, New ochelle, New York. he following members of the Agency were: Bernard J. Michael, Chair Charles B. Strome III, Vice Chair Ivar Hyden, reasurer Jordanna avis, Member Felim O Malley, Member ABSEN: Pamela M. avis, Member Howard Greenberg, Member ALSO PESEN: Luiz C. Aragon, Commiss. of evelopment/ia Assistant Secretary Ayanna C. Wayner, pty. Comiss. Econ. ev/ IA Executive irector oisin Grzegorzewski, IA Economic evelopment Manager Pat Malgieri, Esq., IA ransaction Counsel, Harris Beach Kevin Gremse, Financial Consultant, National evelopment Council PESEN: IA Meeting was called to order by the Chair, Mr. Strome. oll Call was taken. Announcements: obert Balachandran, who is present, has joined the Board, and will begin his term May 1st. Ms. Wayner stated that Mr. Michael will be leaving the Board and presented him with a plaque. Mr. Michael provided comment and thanks to the Board. Election of Board Officers Mr. Michael nominated the following slate of Board Officers: Charles Strome as Chair Ivar Hyden as Vice Chair Howard Greenberg as Secretary obert Balachandran as reasurer, effective May 1, Luiz Aragon as Assistant Secretary A motion to approve was made by Mr. O Malley and seconded by Ms. J. avis. All in favor, the motion passed. 3

5 Election of Committee Members All Board Members were appointed to the Audit, Finance, and Governance Committee, except in the case of the Audit Committee on which the reasurer will not serve. A motion to approve was made by Mr. Hyden and seconded by Ms. J. avis. All in favor, the motion passed. UEP- Amendment Ms. Wayner explained that the UEP amendment is to incentivize developers to build live/work space for artists, the initiative came out of the City s adoption of the Arts and Cultural istrict to complement the downtown Master Plan. here is a need for affordable housing and workspace for artists. he IA worked with NC, financial consultant, to allow tax abatements and encourage and accommodate development of live/work space in the cultural district extension overlay zone. Kevin Gremse of NC, the IA s financial consultant further explained the UEP amendments. he Board provided questions and comments. A motion to approve was made by Mr. Hyden and seconded by Ms. J. avis. All in favor, the motion passed. Procurement Policy- Amendment Ms. Wayner explained the amendments to the IA s Procurement Policy. he amendment includes that any procurement in excess of $5,000 or not provided for within the current year s adopted Budget would have to be approved by the Board; the Executive irector has the authority to enter into an agreement with the City to be an additional beneficiary of goods or services and make payment to the City of the Agency s proportional share of the cost in an amount not to exceed $5,000, and policy requires reports to the Board for detailing procurements and payments not requiring Board approval. A motion to approve was made by Mr. Strome and seconded by Mr. O Malley. All in favor, the motion passed. New Business/iscussion: here are none. Next Meeting: Wednesday, May 31, 2017 at 7:30PM. Adjournment: Mr. Strome made a motion to adjourn the meeting, seconded by Ms. J. avis. All in favor, the motion passed. 4

6 Minutes Summary of the egular Meeting of the New ochelle Industrial evelopment Agency (IA) held on Wednesday, May at 7:30 P.M., in City Council Conference oom, City Hall, New ochelle, New York. he following members of the Agency were: Charles B. Strome III, Chair Ivar Hyden, Vice Chair Howard Greenberg, Secretary obert Balachandran, reasurer Pamela M. avis, Member Jordanna avis, Member ABSEN: Felim O Malley, Member ALSO PESEN: Luiz C. Aragon, Commiss. of evelopment/ia Assistant Secretary oisin Grzegorzewski, IA Economic evelopment Manager arius P. Chafizadeh, ransaction Counsel- Harris Beach PLLC PESEN: IA Meeting was called to order by the Chair, Mr. Strome. oll Call was taken. No Announcements: 43 Church Street LLC- Inducement & Set a Public Hearing Ms. Grzegorzewski introduced the Applicant, 43 Church Street LLC, who is requesting financial assistance in the form of PILO, M exemption, and Sales and Use ax exemption for the proposed construction of an 8 story hotel with a partial basement. here will be eighty (80) guest rooms on floors two through eight. Guest amenities will be located on the ground floor and the second floor. he Project has received site plan approval from the Planning Board and the meeting tonight is Steven Wrabel of McCullough, Goldberger & Staudt, LLP and Bob Stanziale, architect, came to the podium on behalf of the client to further explain the project. he Board provided questions and comments. Mr. Strome stated that the Finance Subcommittee and NC will review the financial request and that the Board will be given a recommendation from staff on whether the project meets the standard of a tourism destination. A motion to induce and set a public hearing was made by Mr. Greenberg and seconded by Mr. Balachandran. All in favor, the motion passed. 5

7 Signatory Authority esolution Ms. Grzegorzewski explained that this resolution authorizes the Assistant Secretary to execute documents on behalf of the Agency in the event of the absence or incapacity of the Executive irector of the Agency. Mr. Aragon stated that the Executive irector is taking a short leave of absence of 3-4 weeks. Mr. Strome stated that nothing changes with respect to whether Board approval is required by this resolution. A motion to approve was made by Mr. Strome and seconded by Mr. Hyden. All in favor, the motion passed. here are none. New Business/iscussion: Next Meeting: Wednesday, June 28, 2017 at 7:30PM. Adjournment: r. P. avis made a motion to adjourn the meeting, seconded by Ms. J. avis. All in favor, the motion passed. 6

8 Minutes Summary of the egular Meeting of the New ochelle Industrial evelopment Agency (IA) held on Wednesday, June 28, 2017 at 7:30 P.M., in Conference oom B-1, City Hall, New ochelle, New York. he following members of the Agency were: Ivar Hyden, Vice Chair Howard Greenberg, Secretary obert Balachandran, reasurer Pamela M. avis, Member Jordanna avis, Member Felim O Malley, Member ABSEN: Charles B. Strome III, Chair ALSO PESEN: Luiz C. Aragon, Commiss. of evelopment/ia Assistant Secretary oisin Grzegorzewski, IA Economic evelopment Manager Patrick M. Malgieri, ransaction Counsel- Harris Beach PLLC PESEN: IA Meeting was called to order by the Vice Chair, Mr. Hyden. oll Call was taken. No Announcements: UEP-Amendment Mr. Aragon explained that IA recently adopted certain artist Live/Work revisions to the UEP for artist live/work space. Nothing has changed from the intent, however the language in the previous amendment did not correctly state the standard stated in the NC Memo. he proposed revisions to the UEP will clarify that the required level of twenty percent (20%) of housing units dedicated to live/work be inclusive (and not in excess) of those affordable housing units otherwise required by inclusionary zoning. he Board provided questions and comments. A motion to approve was made by Mr. Greenberg and seconded by Mr. Balachandran. All in favor, the motion passed. New Business/iscussion: here are none. Next Meeting: Wednesday, July 26, 2017 at 7:30PM. Adjournment: Mr. Balachandran made a motion to adjourn the meeting, seconded by r. P. avis. All in favor, the motion passed. 7

9 Minutes Summary of the egular Meeting of the New ochelle Industrial evelopment Agency (IA) held on Wednesday, ecember 20, 2017 at 7:30 P.M., in Conference oom B-1, City Hall, New ochelle, New York. he following members of the Agency were: Charles B. Strome, III, Chair Ivar Hyden, Vice Chair Howard Greenberg, Secretary obert Balachandran, reasurer Pamela M. avis, Member Jordanna avis, Member Felim O Malley, Member ABSEN: Luiz C. Aragon, Commiss. of evelopment/ia Assistant Secretary oisin Grzegorzewski, IA Economic evelopment Manager Pat Malgieri, Esq., IA ransaction Counsel, Harris Beach Kevin Gremse, Financial Consultant, National evelopment Council ALSO PESEN: PESEN: IA Meeting was called to order by the Chair, Mr. Strome. oll Call was taken. Announcements: Mr. Aragon stated that Ayanna Wayner has resigned, and thanked her for her service and hard work. Minutes: A motion was made by Mr. Hyden and seconded by r. P. avis to approve the March 1, 2017; March 29, 2017; and November 29, 2017 Minutes and was unanimously approved. Ms. Grzegorzewski stated that the Auditor s company name will be edited to read Bonadio & Co., LLP on the 11/29/17 Minutes. A motion was made by Mr. Strome and seconded by Mr. Hyden to approve the January 25, 2017 Minutes, and was unanimously approved by the Board Members who were Members at the time of the January 25, 2017 meeting. UEP Amendment-Adoption Ms. Grzegorzewski explained that this item pertains to an amendment to the UEP regarding incentives for Affordable residential developments. he IA requested that NC, the IA financial consultant provide a recommendation for affordable housing development provisions in the UEP, as the UEP did not have specific guidance for PILOs on these developments. 8

10 NC recommended that financial assistance for developments that meet the requirements of the LIECH program and itle 1 of the Housing and Community evelopment Act consist of PILO guide lines in addition to mortgage recording tax and sales tax exemptions: he revisions include:1. establishing a PILO in the amount equal to 10% of annual gross shelter rents- which is consistent in practice with many PILO agreements entered into for affordable housing projects; 2. an increase in the PILO by 2% annually during the term of the PILO; and 3. the term of the PILO agreement will match that of the lesser of either (1) the term of the affordability restrictions or (2) the amortization period of the first mortgage. Mr. Aragon stated that this was discussed and reviewed by the Finance Subcommittee. he Board provided comments. City/IA 2018 Contract- enewal A motion to approve was made by Mr. Strome and seconded by Mr. Hyden. All in favor, the motion passed. Ms. Grzegorzewski explained that every year the IA renews the contract between the City and the IA for certain services required by the IA that the City performs, including financial services. he two changes are the price and the extension of the term by a year. he City will still receive a total of $115,000 from both the IA and the CL for the contract services, however, the IA will contribute $114,500 annually towards the total, while the CL will contribute $500 annually towards the total. his was approved in the 2018 budget. he Board provided comments. A motion to approve was made by Mr. Balachandran and seconded by Ms. J. avis. All in favor, the motion passed. New Business/iscussion: Mr. Strome provided comment on the tax cap legislation that was vetoed. Next Meeting: Wednesday, January 31, 2018 at 7:30PM. Adjournment: Mr. Hyden made a motion to adjourn the meeting, seconded by Mr. Balachandran. All in favor, the motion passed. 9

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12 Plain Avenue Storage

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14 At a meeting of the New ochelle Industrial evelopment Agency (the "Agency"), held on Wednesday, January 31, 2018, at City Hall, 515 North Avenue, New ochelle, New York, the following members of the Agency were: Present: Also Present: Absent: After the meeting had been duly called to order, the Chair announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to the Plain Avenue Storage, LLC Project located at 22 Plain Avenue, New ochelle, New York. he following resolution was duly moved by, seconded by, discussed and adopted with the following members voting: Voting Nay Voting Aye v1 12

15 ESOLUION OF HE NEW OCHELLE INUSIAL EVELOPMEN AGENCY (HE "AGECY") PLAIN AVENUE SOAGE, LLC (HE "COMPANY") (i) APPOVING HE EXENSION OF HE AGEN SAUS OF HE COMPANY FOM MACH 31, 2018, O SEPEMBE 1, 2018; (iii) AUHOIZING $16,750 IN AIIONAL SALES AN USE AX EXEMPION BENEFIS FO HE BENEFI OF PLAIN AVENUE SOAGE, LLC WIH ESPEC O HE PLAIN AVENUE SOAGE, LLC POJEC (AS EFINE BELOW); AN (ii) APPOVING HE FOM, SUBSANCE AN EXECUION OF ELAE OCUMENS. WHEEAS, by itle 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and Chapter 785 of the Laws of 1976 of the State of New York, as may be amended from time to time (collectively, the "Act"), the NEW OCHELLE INUSIAL EVELOPMEN AGENCY (the "Agency") was created with the authority and power among other things, to assist with the acquisition of certain industrial development projects as authorized by the Act; and WHEEAS, pursuant to resolutions previously duly adopted by the Agency (the "esolutions"), the Agency authorized the appointment of PLAIN AVENUE SOAGE, LLC, a New York limited liability company, on behalf of itself and/or the principals of Plain Avenue Storage, LLC and/or an entity formed or to be formed on behalf of any of the foregoing (collectively, the "Company"), as the true and lawful agent of the Agency to undertake a certain project (the "Project"), consisting of: (i) the acquisition by the Agency, by deed or lease, of certain land (the "Land") and existing improvements commonly known as 22 Plain Avenue (Block 0898, Lots 0110, 0114, 0116 and 0007), New ochelle, New York, and (ii) the renovation, rehabilitation, expansion, reconstruction and equipping (the "Equipment") of the existing underutilized warehouse facility located thereon to include (a) approximately 88,000 square feet of self-storage, warehouse and office space to be operated by the Company as a public self-storage facility, and (b) approximately 20,000 square feet of storage and office space to be leased or sold to the City of New ochelle for use by the epartment of Parks and ecreation (the "Improvements", and the Improvements, collectively with the Land and the Equipment, the "Facility"), all to be leased by the Agency to the Company; and WHEEAS, in connection with the Project, the Agency issued to the Company a certain Letter for Authorization of Sales ax Exemption and related forms, as extended from time to time, currently expiring March 31, 2018 (together, the "Sales ax Exemption Package"), and authorized sales and use tax exemption benefits in connection therewith on the purchase and/or rental of goods and services of up to $2,800,000, which sales and use tax exemption benefits equal an amount of up to $234,500; and WHEEAS, by correspondence dated January 29, 2018, attached hereto as Exhibit A, the Company informed the Agency that the construction work for the Project will not be completed by March 31, 2018; accordingly, the Company has requested that the Agency extend the Sales ax Exemption Package to September 1, 2018; 13

16 WHEEAS, the Company has requested that, in connection with the extension of the Sales ax Exemption Package to September 1, 2018, the Agency authorize an increase of sales and use tax exemption benefits for the construction of the Project from $2,800,000 to $3,000,000, which is an increase of savings at 8.375% on such $200,000 increase of $16,750 (the "Financial Assistance"); and WHEEAS, a public hearing under the Act was duly noticed and duly held on June 17, 2015 with respect to the Financial Assistance to be provided by the Agency to the Company; and WHEEAS, pursuant to the New York State Environmental Quality eview Act, Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto at 6 N.Y.C... Part 617, as amended (collectively referred to as "SEQA"), the Agency must satisfy the applicable requirements set forth in SEQA, as necessary, prior to making a final determination whether to provide the Financial Assistance in furtherance of the Project; and WHEEAS, the Agency finds that (i) there has been no material or significant change to the Project since the date of the SEQA etermination made in the Agency's esolutions (the "2015 SEQ etermination"), (ii) that the environmental review which resulted in the 2015 SEQA etermination accurately and adequately examined the environmental issues presented by the Project and the Financial Assistance contemplated herein, (iii) is applicable to the Project and the Financial Assistance contemplated herein, and (iv) constitutes a negative declaration of significant adverse environmental effect in respect of the Project and the Financial Assistance contemplated herein; and WHEEAS, the Company has agreed to indemnify the Agency against certain losses, claims, expenses, damages and liabilities that may arise in connection with the undertaking of the Project and the acquisition and installation of the Equipment at the Facility; and WHEEAS, it is contemplated that the Agency will (i) extend the agent status of the Company from March 31, 2018, to September 1, 2018; (ii) provide the Financial Assistance to the Company in the form of an additional sales and use tax exemption for purchases and rentals related to the undertaking of the Project; (iii) execute and deliver an extended Letter for Authorization of Sales ax Exemption, or an amendment to the existing Letter for Authorization of Sales ax Exemption, to the Company expiring September; (iv) execute an extended NYS Form S-60 expiring September 1, 2018, and file the same with NYS IA Unit. NOW, HEEFOE, BE I ESOLVE by the Agency (a majority of the members thereof affirmatively concurring) as follows: Section 1. he Agency hereby confirms the 2015 SEQA etermination as of the date hereof. Such determination constitutes a negative declaration in respect of the Project for purposes of SEQA Section 2. Subject to the Company executing a Letter for Authorization of Sales ax Exemption, or an amendment to the existing Letter for Authorization of Sales ax 14

17 Exemption, expiring September 1, 2018, and, to the extent not heretofore delivered to the Agency, the delivery to the Agency of a binder, certificate or other evidence of a liability insurance policy for the Project satisfactory to the Agency, the Agency hereby authorizes the Company to proceed with the undertaking of the Project and hereby appoints the Company as the true and lawful agent of the Agency: (i) to acquire, construct and equip the Project; (ii) to make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions, as the stated agent for the Agency 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 Agency could do if acting in its own behalf; provided, however, the Agent Agreement and the Letter for Authorization of Sales ax Exemption, or an amendment to the existing Letter for Authorization of Sales ax Exemption, shall expire on September 1, 2018 (unless extended for good cause by the Executive irector of the Agency). Section 3. Based upon the representation and warranties made by the Company, the Agency hereby authorizes the Financial Assistance 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 approximately $200,000.00, which results in additional New York State and local sales and use tax exemption benefits ("sales and use tax exemption benefits") not to exceed $16, he Agency agrees to consider any requests by the Company for any further increase to the amount of sales and use tax exemption benefits authorized by the Agency upon being provided with appropriate documentation detailing the additional purchases of property or services, and, to the extent required, the Agency authorizes and conducts any supplemental public hearing(s). Section 4. Pursuant to Section 875(3) of the Act, the Agency 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 Agency as part of the Project; (iv) the Company has made a material false statement in the Application; (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 Agency in connection with the Project; or (vi) the Company has not constructed and equipped the Facility according to the specifications and requirements of the Agency and the City of New ochelle epartment of Parks and ecreation as set out in that certain Lease Agreement, dated as of February 22, 2016 by and between the Agency, as lessor, and the Company, as lessee (as the same may have been, and may hereafter be, amended) and that certain Memorandum of 15

18 Understanding between the Company and the City of New ochelle, dated as of January 14, 2016, together with any related and/or additional agreements or documentation. As a condition precedent of receiving sales and use tax exemption benefits, the Company, its agents, consultants, subcontractors, or any other party authorized to make purchases for the benefit of the Project, shall (i) cooperate with the Agency in its efforts to recover or recapture any sales and use tax exemption benefits and (ii) promptly pay over any such amounts to the Agency that the Agency demands, if and as so required to be paid over as determined by the Agency. Section 5. he form and substance of an extended Letter for Authorization of Sales ax Exemption, or an amendment to the existing Letter for Authorization of Sales ax Exemption, expiring September 1, 2018, extended NYS Form S-60 expiring September 1, 2018, and related documents (collectively, the "Agency ocuments"), in final form satisfactory to the Chair or the Executive irector, upon the advice of ransaction Counsel, are hereby approved. Section 6. (a) he Chair, the Executive irector, or any member of the Agency are hereby authorized, on behalf of the Agency, to execute and deliver the Agency ocuments in final form satisfactory to the Chair or the Executive irector upon the advice of ransaction Counsel, and such other related documents as may be, in the judgment of the Chair, the Executive irector and ransaction Counsel, necessary or appropriate to effect the transactions contemplated by this resolution. he execution thereof by the Chair, the Executive irector, or any member of the Agency shall constitute conclusive evidence of such approval. (b) he Chair, the Executive irector, or any member of the Agency is further hereby authorized, on behalf of the Agency, to designate any additional authorized representatives of the Agency. Section 7. he officers, employees and agents of the Agency are hereby authorized and directed for and in the name and on behalf of the Agency to do all acts and things required or provided for by the provisions of the Agency ocuments, and to execute and deliver all such additional certificates, instruments and documents, 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 resolution and to cause compliance by the Agency with all of the terms, covenants and provisions of the Agency ocuments binding upon the Agency. Section 8. his resolution shall take effect immediately. 16

19 SAE OF NEW YOK COUNY OF WESCHESE ) : SS.: ) I, the undersigned, Secretary of the New ochelle Industrial evelopment Agency, O HEEBY CEIFY: hat I have compared the annexed extract of minutes of the meeting of the New ochelle Industrial evelopment Agency (the "Agency"), including the resolutions contained therein, held on January 31, 2018, with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Agency and of such resolutions set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FUHE CEIFY, that all members of said Agency had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FUHE CEIFY, that there was a quorum of the members of the Agency present throughout said meeting. I FUHE CEIFY, that as of the date hereof, the attached resolutions are in full force and effect and have not been amended, repealed or modified. IN WINESS WHEEOF, I have hereunto set my hand and affixed the seal of said Agency this day of,

20 Exhibit A Correspondence from Company to Agency dated January 29, 2018 [Attached hereto] 18

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22 North Avenue Overpass

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25 ate: January 31, 2018 At a meeting of the New ochelle Industrial evelopment Agency (the Agency ), held at City Hall, 515 North Avenue, New ochelle, New York on the 31st day of January, 2018, the following members of the Agency were: PESEN: ABSEN: ALSO PESEN: After the meeting had been duly called to order, the Chair announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to authorizing the expenditure of up to $134, for the funding the cost of completing the construction, equipping and installation by the City of New ochelle of certain improvements in, to and on the North Avenue underpass at Memorial Highway. he following resolution was duly moved, seconded, discussed and adopted with the following members voting: Voting Nay Voting Aye 22

26 ESOLUION OF HE NEW OCHELLE INUSIAL EVELOPMEN AGENCY AUHOIZING HE EXPENIUE OF UP O $ 134, OWA HE PAYMEN OF HE COS OF CONSUCION, EQUIPPING AN INSALLAION OF CEAIN IMPOVEMENS O HE NOH AVENUE UNEPASS A MEMOIAL HIGHWAY BY HE CIY OF NEW OCHELLE. WHEEAS, by itle 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and Chapter 785 of the Laws of 1976 of the State of New York, as amended (collectively, the Act ), the New ochelle Industrial evelopment Agency (the Agency ) was created with the authority and power, among other things, to promote, develop, encourage and assist in the acquisition, construction, improvement, maintenance, equipping and furnishing of certain industrial, manufacturing, warehousing, commercial, research, and recreation facilities as authorized by the Act in order to promote and maintain the job opportunities, health, general prosperity and economic welfare of the citizens of the City of New ochelle, New York (the City ) and of the State of New York and to improve their standard of living; and WHEEAS, to carry out the aforesaid purposes, the Agency has the power under the Act to do all things necessary to fulfill its obligations imposed by the Act; and WHEEAS, the Agency has heretofore, pursuant to the Act, provided certain financial assistance to 38 oslyn Associates, Inc. with respect to a certain rental apartment economic development project located at 371 North Avenue in the City and commonly known and referred to as he Lombardi (the Lombardi Project ); and WHEEAS, the Agency has heretofore, pursuant to the Act, also provided, or authorized the provision of, certain financial assistance to certain economic development projects located within that area of the City commonly known and referred to as the Burling Lane riangle (bounded by Burling Lane to the north, Memorial Highway to the west and Interstate oute 95 to the east), including those commonly referred to, respectively, as he Hammel I, he Hammel II, Millenia and most recently Newo Studios (collectively, the Burling Lane riangle Projects and together with the Lombardi Project, collectively, the IA Projects ); and WHEEAS, the Burling Lane riangle abuts North Avenue at the intersection of North Avenue and Burling Lane at the northeasterly corner of the Burling Lane riangle; WHEEAS, North Avenue is a major thoroughfare serving as the main north-south arterial in the City; and WHEEAS, North Avenue passes underneath a certain City road commonly known and referred to as Memorial Highway (the North Avenue Underpass ); and WHEEAS, the North Avenue Underpass is located approximately one (1) block north of the Lombardi Project and three (3) blocks north of the Burling Lane riangle Projects; and WHEEAS, North Avenue serves as the gateway to the Lombardi Project, the Burling Lane riangle Projects and the owntown of the City, including, but not limited to, the New 23

27 ochelle ransit Center (the ransit Center ), located at the southerly end of North Avenue; and WHEEAS, the City proposes to enhance the gateway function of North Avenue by undertaking certain improvements to the North Avenue Underpass, including, but not limited to, the construction, equipping and installation of artistic lighting and complimentary art work (collectively, the North Avenue Underpass Project ); and WHEEAS, undertaking the North Avenue Underpass Project will serve to enhance the aesthetic quality of the North Avenue gateway and related corridor to the Lombardi Project, the Burling Lane riangle Projects and the owntown of the City, including, in particular, the City s Arts and Cultural istrict; and WHEEAS, the developer of the Lombardi Project, by letter to the Chairman of the Agency, has requested that the Agency undertake the funding of the cost of completing the construction, equipping and installation by the City of the North Avenue Underpass Project, citing the close geographic proximity of the North Avenue Underpass to the Lombardi Project; and WHEEAS, the developer of the Lombardi Project has advised the Agency by such letter that the North Avenue Underpass Project would be an essential part of the continued success of the Lombardi Project and would enhance the connectivity of the [Lombardi Project] to the ransit Center and the rest of New ochelle and ensure the future economic well-being of the [Lombardi Project] ; and WHEEAS, the developer of the Burling Lane riangle Projects has, by letter dated January 9, 2018, also requested that the Agency undertake the funding of the cost of completing the construction, equipping and installation by the City of the North Avenue Underpass Project; and WHEEAS, the developer of the Burling Lane riangle Projects has advised the Agency by such letter that North Avenue Underpass Project constitutes another vital part of the success of the Burling Lane riangle Projects that would not only provide a gateway to the City s Arts and Cultural istrict but would also specifically benefit the Newo Studios project, which was granted [Agency] benefits in November 2017 under the [Agency s Uniform ax Exemption Policy] provisions that would provide financial benefits for residential projects that include affordable live/work space for artists ; and WHEEAS, the Agency seeks to address the goals and objectives of the City by giving greater consideration to projects that adhere to the tenets of its policy documents, such as the: City s Comprehensive Plan, as the same may be updated, amended or supplemented; GreeN Sustainability Plan; Arts and Cultural istrict Master Plan; Zoning Code, including the owntown Overlay Zone and the Cultural istrict Extension Overlay Zone (a/k/a New ochelle Arts and Cultural istrict ); and Others enacted, approved or ratified by the New ochelle City Council; and 24

28 WHEEAS, the Agency supports and helps implement qualifying projects that have been vetted by the City s boards, committees and City Council, that have gone through the State Environmental Quality eview process and that complement the Comprehensive Plan as a policy guide which ascertains that investments made in neighborhoods help residents lead safe, affordable, and productive lives; that the buildings we invest in are energy efficient; and that the growth of our region strengthens the local economy and provides opportunities for all residents; and WHEEAS, the completion of the construction, equipping and installation of the North Avenue Underpass Project will serve to further the purposes of the Agency, including, without limitation, the advancement of the goals and purposes of the City in support of qualifying projects of the Agency that adhere to the tenets of the City s policy documents as heretofore set forth; and WHEEAS, upon its completion, title in and to the North Avenue Underpass Project will vest in and/or remain in the City. NOW, HEEFOE, BE I ESOLVE by the Agency (a majority of the members thereof affirmatively concurring) as follows: Section 1. he Agency hereby determines that the provision of financing of the cost of constructing, equipping and installing by the City of the North Avenue Overpass Project constitutes a ype II Action pursuant to the New York State Environmental Quality eview Act, Article 8 of the New York State Environmental Conservation Law and the regulations adopted pursuant thereto at 6 N.Y.C... Part et. seq., as amended. Section 2. he Agency hereby finds and determines: (a) By virtue of the Act, the Agency 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) he North Avenue Underpass Project is incidental to and is intended primarily for the benefit, and will be an integral part, of the IA Projects; and (c) Accordingly, the North Avenue Underpass Project constitutes a project as that term is defined in Section 854(4) of the Act; and (d) It is desirable and in the public interest for the Agency to enter undertake the North Avenue Underpass Project; and (e) he Agency has the authority to undertake the North Avenue Underpass Project contemplated herein under the Act; and (f) he North Avenue Underpass Project, and the contemplated actions thereunder, furthers the purposes of the Agency as set forth in the Act; and (g) he funds for the payment of the amount due from the Agency with respect to the North Avenue Underpass Project, in an amount not to exceed $134, are available in the Agency s 2018 budget. 25

29 Section 3. In consequence of the foregoing, the Agency hereby agrees to enter into such contracts and agreements with respect to the North Avenue Underpass Project as may be necessary or appropriate (including, but not limited to, such contracts and agreements with the City) at an amount to be expended by the Agency thereunder not to exceed $134, and upon such other terms and conditions as the Executive irector, the Chairman or the Assistant Secretary may determine to be necessary and appropriate, provided that such terms and conditions are consistent with the purposes and terms of this resolution. Section 4. In furtherance of the foregoing purposes, the Agency hereby appropriates an amount not to exceed $134, from its 2018 budget under line item 8010 ( Other ). o the extent that the authorization and appropriation set forth in this resolution is inconsistent with the 2018 budget of the Agency, such budget is hereby amended. his resolution shall take effect immediately. Section 6. Section 5. he Agency, acting by and through its Executive irector, Chairman or Assistant Secretary is hereby authorized to negotiate, execute and deliver such agreements and documents, and to do all things, necessary or appropriate for the accomplishment of the purposes of this resolution, and all acts heretofore taken by or on behalf of the Agency with respect to the subject matter of this resolution are hereby approved, ratified and confirmed. 26

30 SAE OF NEW YOK COUNY OF WESCHESE ) : SS. ) I, the undersigned Secretary of the New ochelle Industrial evelopment Agency, O HEEBY CEIFY: hat I have compared the annexed extract of the minutes of the meeting of the New ochelle Industrial evelopment Agency (the Agency ), including the resolutions contained therein, held on the 31st day of January, 2018, with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Agency and of such resolutions set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FUHE CEIFY that public notice of the time and place of said meeting was duly given to the public and the news media in accordance with the New York Open Meetings Law, constituting Chapter 511 of the Laws of 1976 of the State of New York, as amended, that all members of said Agency had due notice of said meeting and that said meeting was in all respects duly held. IN WINESS WHEEOF, I have hereunto set my hand as of the 31st day of January, By: Secretary 27

31 28

32 Burling Pedestrian Bridge

33 29

34 ate: January 31, 2018 At a meeting of the New ochelle Industrial evelopment Agency (the Agency ), held at City Hall, 515 North Avenue, New ochelle, New York on the 31st day of January, 2018, the following members of the Agency were: PESEN: ABSEN: ALSO PESEN: After the meeting had been duly called to order, the Chair announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to authorizing the expenditure of up to $132, for the funding of the cost of completing the construction and equipping by the City of New ochelle of the Burling Lane Pedestrian Bridge and related access route to the New ochelle ransit Center. he following resolution was duly moved, seconded, discussed and adopted with the following members voting: Voting Nay Voting Aye 30

35 ESOLUION OF HE NEW OCHELLE INUSIAL EVELOPMEN AGENCY AUHOIZING HE EXPENIUE OF UP O $132, OWA HE PAYMEN OF HE COS OF CONSUCION BY HE CIY OF NEW OCHELLE OF HE COMPLEION OF HE BULING LANE PAK PEESIAN ACCESS POJEC. WHEEAS, by itle 1 of Article 18-A of the General Municipal Law of the State of New York, as amended, and Chapter 785 of the Laws of 1976 of the State of New York, as amended (collectively, the Act ), the New ochelle Industrial evelopment Agency (the Agency ) was created with the authority and power, among other things, to promote, develop, encourage and assist in the acquisition, construction, improvement, maintenance, equipping and furnishing of certain industrial, manufacturing, warehousing, commercial, research, and recreation facilities as authorized by the Act in order to promote and maintain the job opportunities, health, general prosperity and economic welfare of the citizens of the City of New ochelle, New York (the City ) and of the State of New York and to improve their standard of living; and WHEEAS, to carry out the aforesaid purposes, the Agency has the power under the Act to do all things necessary to fulfill its obligations imposed by the Act; and WHEEAS, the Agency has heretofore, pursuant to the Act, provided, or authorized the provision of, certain financial assistance to certain economic development projects located within that area of the City commonly known and referred to as the Burling Lane riangle (bounded by Burling Lane to the north, Memorial Highway to the west and Interstate oute 95 to the east), including those commonly referred to, respectively, as he Hammel I, he Hammel II, Millenia and most recently Newo Studios (collectively, the IA Projects ); and WHEEAS, the New ochelle ransit Center (the ransit Center ) is located easterly of the Burling Lane riangle and is separated therefrom by Interstate oute 95; and WHEEAS, there exists as of the date hereof no direct pedestrian access to and from the Burling Lane riangle (and the IA Projects located thereon) and the ransit Center except by way of North Avenue, a busy thoroughfare that passes over Interstate oute 95, located at the northeast corner of the Burling Lane riangle; and WHEEAS, the developer of the IA Projects has requested that the Agency undertake the funding of the cost of completing the construction and equipping by the City of the Burling Lane Pedestrian Bridge and related access route to the ransit Center (collectively, the Burling Lane Park Pedestrian Access Project ); and WHEEAS, the developer of the IA Projects has advised the Agency, by letter dated January 9, 2018, that the provision of direct pedestrian access to the ransit Center would constitute a vital instrument to the continued success of the IA Projects; WHEEAS, the Agency seeks to address the goals and objectives of the City by giving greater consideration to projects that adhere to the tenets of its policy documents, such as the: 31

36 City s Comprehensive Plan, as the same may be updated, amended or supplemented; GreeN Sustainability Plan; Arts and Cultural istrict Master Plan; Zoning Code, including the owntown Overlay Zone and the Cultural istrict Extension Overlay Zone (a/k/a New ochelle Arts and Cultural istrict ); and Others enacted, approved or ratified by the New ochelle City Council; and WHEEAS, the Agency supports and helps implement qualifying projects that have been vetted by the City s boards, committees and City Council, that have gone through the State Environmental Quality eview process and that complement the Comprehensive Plan as a policy guide which ascertains that investments made in neighborhoods help residents lead safe, affordable, and productive lives; that the buildings we invest in are energy efficient; and that the growth of our region strengthens the local economy and provides opportunities for all residents; and WHEEAS, the completion of the construction and equipping of the Burling Lane Park Pedestrian Access Project will serve to further the purposes of the Agency, including, without limitation, the advancement of the goals and purposes of the City in support of qualifying projects of the Agency that adhere to the tenets of the City s policy documents as heretofore set forth; and WHEEAS, upon its completion title in and to the Burling Lane Park Pedestrian Access Project will vest in and/or remain in the City. NOW, HEEFOE, BE I ESOLVE by the Agency (a majority of the members thereof affirmatively concurring) as follows: Section 1. he Agency hereby determines that the provision of financing of the cost of constructing and equipping by the City of the Burling Lane Park Pedestrian Access Project constitutes a ype II Action pursuant to the New York State Environmental Quality eview Act, Article 8 of the New York State Environmental Conservation Law and the regulations adopted pursuant thereto at 6 N.Y.C... Part et. seq., as amended. Section 2. he Agency hereby finds and determines: (a) By virtue of the Act, the Agency 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) he Burling Lane Park Pedestrian Access Project is incidental to and is intended primarily for the benefit, and will be an integral part, of the IA Projects; and (c) Accordingly, the Burling Lane Park Pedestrian Access Project constitutes a project as that term is defined in Section 854(4) of the Act; and (d) It is desirable and in the public interest for the Agency to enter undertake the Burling Lane Park Pedestrian Access Project; and 32

37 (e) he Agency has the authority to undertake the Burling Lane Park Pedestrian Access Project contemplated herein under the Act; and (f) he Burling Lane Park Pedestrian Access Project, and the contemplated actions thereunder, furthers the purposes of the Agency as set forth in the Act; and (g) he funds for the payment of the amount due from the Agency with respect to the Burling Lane Park Pedestrian Access Project, in an amount not to exceed $132, are available in the Agency s 2018 budget. Section 3. In consequence of the foregoing, the Agency hereby agrees to enter into such contracts and agreements with respect to the Burling Lane Park Pedestrian Access Project as may be necessary or appropriate (including, but not limited to, such contracts and agreements with the City) at an amount to be expended by the Agency thereunder not to exceed $132, and upon such other terms and conditions as the Executive irector, the Chairman or the Assistant Secretary may determine to be necessary and appropriate, provided that such terms and conditions are consistent with the purposes and terms of this resolution. Section 4. In furtherance of the foregoing purposes, the Agency hereby appropriates an amount not to exceed $132, from its 2018 budget under line item 8010 ( Other ). o the extent that the authorization and appropriation set forth in this resolution is inconsistent with the 2018 budget of the Agency, such budget is hereby amended. Section 5. he Agency, acting by and through its Executive irector, Chairman or Assistant Secretary is hereby authorized to negotiate, execute and deliver such agreements and documents, and to do all things, necessary or appropriate for the accomplishment of the purposes of this resolution, and all acts heretofore taken by or on behalf of the Agency with respect to the subject matter of this resolution are hereby approved, ratified and confirmed. his resolution shall take effect immediately. Section 6. 33

38 SAE OF NEW YOK COUNY OF WESCHESE ) : SS. ) I, the undersigned Secretary of the New ochelle Industrial evelopment Agency, O HEEBY CEIFY: hat I have compared the annexed extract of the minutes of the meeting of the New ochelle Industrial evelopment Agency (the Agency ), including the resolutions contained therein, held on the 31st day of January, 2018, with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Agency and of such resolutions set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FUHE CEIFY that public notice of the time and place of said meeting was duly given to the public and the news media in accordance with the New York Open Meetings Law, constituting Chapter 511 of the Laws of 1976 of the State of New York, as amended, that all members of said Agency had due notice of said meeting and that said meeting was in all respects duly held. IN WINESS WHEEOF, I have hereunto set my hand as of the 31st day of January, By: Secretary 34

39 35

40 Uniform Joint Application

41 New ochelle Industrial evelopment Agency City of New ochelle Corporation for Local evelopment 515 North Avenue New ochelle, New York (914) Uniform Joint Application and Project Evaluation Criteria* * NOE: Applicants should notify NIA/CNCL staff of their intent to submit an application no later than forty five (45) days prior to proposed date of NIA s or CNCL s meeting to vote on the inducement of the Project. Completed applications should be submitted to NIA/CNCL staff no later than thirty (30) days prior to such date. Please respond to all questions in this Application for Financial Assistance (the Application ) by, as appropriate: Filling in Blanks; Checking the Applicable erm(s); Attaching Additional ext (with notation in Application such as see Schedule C, Item #1, etc ); or Writing N/A, signifying Not Applicable. All attachments responsive to questions found in this Application should be clearly labeled and attached to the Application. If more space than allotted on this application form is needed in responding to any specific question, please include your response as an attachment to this application. If an estimate is given, enter ES after the figure. If not submitted by , one signed original and one photocopy of the Application (including all attachments) must be submitted. A non-refundable application fee, as noted in Schedule A, is required at the time of submission of this application to the New ochelle Industrial evelopment Agency (the Agency ). At the time of inducement, ransaction Counsel may require a deposit which will be applied to fees incurred and/or actual out-of-pocket disbursements made during the inducement and negotiation processes, and will be reflected on their final statement at closing. Acceptance of this Application for consideration does not constitute a commitment on the part of the NIAorCNCL to undertake the proposed Project, to grant any Financial Assistance with respect to the proposed Project or to enter into any negotiations with respect to the proposed Project. Information provided herein will be posted on the NIA and CNCL website and may be subject to disclosure for those requesting it under the New York Freedom of Information Law (New York Public Officers Law 84 et seq.) ( FOIL ). If the Applicant believes that