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USA NIAGARA DEVELOPMENT CORPORATION Meeting of the Directors Held at the USA Niagara Offices 222 First Street — 7Th Floor Niagara Falls, New York 14303

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USA NIAGARA DEVELOPMENT CORPORATION Meeting of the Directors Held at the USA Niagara Offices 222 First Street — 7Th Floor Niagara Falls, New York 14303 USA NIAGARA DEVELOPMENT CORPORATION MEETING OF THE DIRECTORS THURSDAY DECEMBER 20, 2018 USA NIAGARA DEVELOPMENT CORPORATION Meeting of the Directors At the offices of the USA Niagara Development Corporation 222 First Street, 7th Floor Niagara Falls, N.Y. 14303 Thursday December 20, 2018 — 3:00 p.m. AGENDA I. CORPORATE ACTION A. Approval of Minutes of the August 15, 2018 Directors' Meeting B. Officers of the Corporation — Appointment of Officers — Acting President, Treasurer and Corporate Secretary II. FOR CONSIDERATION A. 201 Rainbow Boulevard Hotel Restoration Land Use Improvement Project — General Project Plan — Findings and Determinations Pursuant to Sections 10(c) and 10(g) of the New York State Urban Development Corporation Act (the "Act"); Adoption of the Proposed General Project Plan; Authorization to Hold a Public Hearing; Authorization of the Sale of Real Property; Authorization to Provide Financial Assistance for the Project; Authorization to Enter Into Necessary Agreements; Authorization to Make a Determination of No Significant Effect on the Environment; and Authorization to Take All Related Actions B. Procurement of Legal Services — Authorization to Enter into an Amended Agreement for Legal Services and to Take Related Actions III. FOR INFORMATION A. USA Niagara Update — Oral Report Item I. A. DRAFT — SUBJECT TO REVIEW AND REVISION USA NIAGARA DEVELOPMENT CORPORATION Meeting of the Directors held at the USA Niagara Offices 222 First Street — 7th Floor Niagara Falls, New York 14303 and ESD New York City Regional Office 633 Third Avenue New York, New York 10017 August 15, 2018 MINUTES In Attendance Directors: Francine DelMonte — Chair Paul Nanula Michael Williamson Present for USA Niagara: Christopher Schoepflin — President London C. Cruz — Acting Corporate Secretary (via videoconference) Elaine A. Kloss — Chief Financial Officer (via videoconference) Present for ESD Bledar Brahimi — Financial Project Manager (via videoconference): Stephen Konopko — VP, Internal Audit Kathleen Mize — Deputy Chief Financial Officer & Controller Sankar Singh — Financial Project Manager Present for ESD Western Amanda Mays — Senior Project Manager New York Regional Office: John Risio — Project Manager Rob Sozanski — Project Associate Paul Tronolone — VP, Planning & Policy, WNY Jocelyn Viola — Administrative & Office Manager 1 DRAFT — SUBJECT TO REVIEW AND REVISION Present for ESD Buffalo Stephen F. Gawlik — VP, Poly & Capital Projects & Senior Regional Office: Legal Counsel Chanel Maddigan — Senior Legal Counsel Laura Magee — Deputy Director, Public Affairs Also Present: Honorable Paul Dyster — Mayor, City of Niagara Falls Anthony Vilardo — Director of Business Development, City of Niagara Falls Eamon Weber — Chief of Staff for Assemblyman Morinello The Public The Press The meeting of the USA Niagara Development Corporation ("USAN"), a wholly-owned subsidiary of the New York State Urban Development Corporation d/b/a Empire State Development ("ESD"), was called to order at 2:02 p.m. by Chair DelMonte. It was noted for the record that notices to the public and news media of the time and place of the meeting had been given in compliance with the New York State Open Meetings Law. The Chair went on to note for the record the guidelines by which the public is allowed to comment on items on the Agenda. The Chair then asked the Directors if they had any potential conflicts of interest with regard to any of the items on the Agenda and if so, to make that information known at this time. If any potential conflicts exist, the Chair continued, the Directors would be reminded at the appropriate time to recuse themselves from the vote on any such item. It was noted that no conflicts exist. 2 DRAFT — SUBJECT TO REVIEW AND REVISION The Chair then called for the approval of the Minutes of the March 21, 2018 Directors' meeting. Upon motion duly made and seconded, the following resolution was unanimously adopted: APPROVAL OF MINUTES AND RATIFICATION OF ACTIONS TAKEN AT THE MARCH 21, 2018 MEETING OF THE DIRECTORS OF THE USA NIAGARA DEVELOPMENT CORPORATION RESOLVED, that the Minutes of the meeting of the Corporation held on March 21, 2018 as presented to this meeting, are hereby approved and all actions taken by the Directors present at such meeting as set forth in such Minutes, are hereby in all respect ratified and approved as actions of the Corporation. * * * Chair DelMonte then asked Christopher Schoepflin, President of USAN, to present the first Agenda item, a request for, among other things, authorization to acquire real property. Mr. Schoepflin greeted the Board, thanked Chair DelMonte for the introduction and commenced his presentation. Mr. Schoepflin stated that Governor Cuomo, in January of 2017, announced his proposal for the expansion of the Buffalo Billion initiative which included the establishment of a program for strategic land acquisition in Niagara Falls to acquire key downtown properties to support tourism and community development growth. Mr. Schoepflin further stated that in support of this initiative, USAN has identified a 3 DRAFT — SUBJECT TO REVOEW AND REVISION portfolio of multiple downtown Niagara Falls properties under the primary ownership of local businessman Joseph Anderson. Mr. Schoepflin explained that Mr. Anderson owns 32 individual properties assembled in 12 related parcel groups totaling 11.02 acres, which comprises 480,077 square feet of land and contains 248,212 square feet of gross building area. Next, Mr. Schoepflin noted that the map of the properties were located in Figures 1 and 2 of the Board materials. Furthermore, Mr. Schoepflin explained that the properties consist of the following: (i) 18 vacant commercial and former residential lots; (ii) four parking lots; (iii) four properties containing commercial and mixed-use buildings; (iv) two operating lodging properties, both Quality Inn, and Suites at the Falls at 240 First Street and the Rodeway Inn at 492 Main Street; and (v) four parcels containing buildings or structures related to now closed tourism attractions including Smokin' Joes Native Center and the Niagara Falls Adventure Park. Mr. Schoepflin stated that USAN proposes to acquire the property from the sellers for $25,755,000 to be paid under the conditions described in the materials. Mr. Schoepflin further stated that the fair market value of the property was determined by two independent appraisals conducted by USAN. 4 DRAFT — SUBJECT TO REVIEW AND REVISION Mr. Schoepflin explained that USAN and the sellers executed a purchase and sale agreement for the acquisition of the properties and certain associated personal property. Mr. Schoepflin also explained that the agreement contains an express condition to sale approval of the transaction by the USAN Board of Directors. Mr. Schoepflin stated that prior to the closing, USAN has a 120-day due diligence period that commences upon its receipt of documents from the seller. Examples of these documents, Mr. Schoepflin continued, are leases, contracts, warranties, permits, architectural and engineering drawings. These documents are received, Mr. Schoepflin added, to conduct any investigative studies, including but not limited to, undertaking hotel operations analyses and transition planning, Phase I environmental site assessments as well as other physical inspections and engineering evaluations of the properties in order to determine whether the properties are suitable for their intended uses. Next, Mr. Schoepflin stated that it is anticipated that the cost of these studies and investigations will not exceed $350,000. Mr. Schoepflin reminded the Board that USAN has a procurement guideline limit on 5 DRAFT — SUBJECT TO REVIEW AND REVISION contracts of $100,000, and requires that any contract amount over $100,000 obtain Board approval. Furthermore, Mr. Schoepflin requested Board approval in the amount of $250,000 for investigative studies. Mr. Schoepflin stated that if there are no significant issues discovered and the properties are deemed suitable for USAN's intended purpose, USAN will acquire the properties within 60 days following the expiration of its due diligence period. Subsequent to the closing, Mr. Schoepflin continued, USAN will hold, insure and progressively dispose of the properties competitively or as otherwise permitted by law. Mr. Schoepflin stated that holding costs would mainly be limited to insurance, security, property management and maintenance. Moreover, Mr. Schoepflin explained that the funding will be provided through the Buffalo Regional Innovation Cluster Fund AKA Buffalo Billion Phase II for the contemplated transaction cost, including $25,755,000 in acquisition and $1,250,000 in holding costs. Mr. Schoepflin then referenced the Board materials and stated that Table 1 provided an accounting of the total amount of the contemplated transaction cost. 6 DRAFT — SUBJECT TO REVIEW AND REVISION Mr. Schoepflin stated that USAN, the city of Niagara Falls, ESD and the University at Buffalo Regional Institute, will develop a strategic land disposition plan for the acquired properties to advance USAN's mission, the policies of the city's adopted comprehensive plan and zoning ordinance. Mr. Schoepflin explained that under the plan, smaller reuse-ready properties such as mixed-use properties on Third Street would likely be competitively solicited for reuse and sale in the near term, while vacant property and sites requiring razing of structures would be disposed of over a longer term period. Mr. Schoepflin stated that in the immediate term, based
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