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Regular Meeting of the New Rochelle Industrial Development Agency January 20, 2021 at 7:30 PM 515 North Ave

Regular Meeting of the New Rochelle Industrial Development Agency January 20, 2021 at 7:30 PM 515 North Ave

Regular Meeting of the New Rochelle Industrial Development Agency January 20, 2021 at 7:30 PM 515 North Ave. – City Council Conference Room, New Rochelle, 10801 Via Microsoft Teams

Pursuant to Governor Cuomo's Executive Order 202.1, the meeting will take place remotely via Microsoft Teams, there will be no in -person meeting. The Meeting will take place via Microsoft T eams and can be viewed on NRTV Optimum Ch. 75, Verizon Ch. 28 and on line at www.newrochelleny.com/livestream Public hearing in connection with TAC New Rochelle LLC will be held. *Please note that the Public Hearing in connection with Monarch Development Company JV LLC has been adjourned.*

AGENDA

1. Roll Call/Announcements

2. Minutes

3. Public Hearing & Authorization – Monarch Development Company JV LLC - 11 Mill Road - ADJOURNED

4. Public Hearing & Authorization – TAC New Rochelle, LLC – 54 Nardozzi Place

5. Other Business/Discussion Items 6. Next Meeting Date – February 24, 2021

7. Adjournment

1 2 Minutes Summary of the Regular Meeting of the New Rochelle Industrial Development Agency (IDA) held on Tuesday, December 22, 2020 in Council Chambers, 515 North Avenue, New Rochelle, New York, taking place remotely via Microsoft Teams

PRESENT: Charles B. Strome, III, Chair Ivar Hyden, Vice Chair Robert Balachandran, Treasurer Howard Greenberg, Secretary Jordanna Davis, Member

ABSENT: Felim O’Malley, Member Amy Moselhi, Member

ALSO PRESENT: Kathleen Gill, Chief of Staff, Interim Commissioner of Development Adam Salgado, IDA Executive Director, Dpty Commiss. for Econ. Dev. Roisin Ponkshe, IDA Economic Development Manager Pat Malgieri, Esq., IDA Transaction Counsel, Harris Beach

IDA Meeting was called to order by the Chair, Mr. Strome Roll Call was taken.

Announcements: None.

Minutes: A motion was made by Mr. Hyden and seconded by Mr. Strome to approve the November 2020 Minutes; and was unanimously approved.

Monarch Development Company JV LLC- Public Hearing & Authorization- Adjourned to January 20, 2021 Meeting

TAC New Rochelle LLC- 54 Nardozzi- Inducement & Set Public Hearing Mr. Salgado stated that the IDA received an application by TAC New Rochelle LLC proposing the redevelopment of 54 Nardozzi Place as a four-story state of the art, climate controlled self-storage facility, with parking on site. The Project proposes approximately 129,000 square feet for the self- storage facility and approximately 12,000 square feet to be leased to the City at a nominal cost to be used a municipal storage facility for a period of 49 years. The Project is located in the LI - Light Industrial district.

The Resolution before the Board tonight is for Inducement and the setting of a public hearing. The Applicant is requesting a mortgage recording tax exemption, sales tax exemption and a PILOT. Both NDC, the IDA’s financial consultant, and the IDA Finance Subcommittee, will review the incentive request, including the PILOT schedule. This will be posted publicly prior to the public hearing, the public hearing will be scheduled for the January 20th, 2021 Meeting.

Blair Sweeny, Managing Principal & SVP of Montar Group presented the details of the project.

The Board provided question and comment.

3 A motion to induce and set a public hearing was made by Mr. Balachandran and seconded by Mr. Strome. All in favor, the motion passed.

UTEP Revisions- Resolution Mr. Salgado stated that the resolution before the Board is to authorize certain revisions to the UTEP as outlined in NDC’s Memo. Specifically, NDC Provided recommendations to revise the UTEP to facilitate the adaptive reuse and activation of the ground floor of older commercial buildings in the City of New Rochelle, to create a more vibrant downtown and leverage historic assets. The financial incentives can be combined with a proposed zoning code amendment that is currently in front of City Council for consideration.

The recommended UTEP revisions include offering building owners that meet a baseline capital improvement threshold investment of $100/SF a sales tax exemption benefit, mortgage recording tax exemption benefit, if applicable, and a 10-year PILOT that reduces current taxes by 50% in the first 5 years and provides an exemption on the improvements made for the full 10 years of the PILOT. This would encourage the activation of vacant spaces throughout the City.

The Finance subcommittee reviewed and is in support of the proposed UTEP Revisions.

The Board provided question and comment.

A motion to approve was made by Mr. Balachandran and seconded by Mr. Greenberg. All in favor, the motion passed.

City Services Contract- Resolution Mr. Salgado stated that the resolution before the Board is to authorize the extension of the City Services contract for the term of one year, from January 1, 2021 through Decembers 31, 2021. The $200,000 amount remains the same as last year and covers City services provided to the IDA. This amount has been included and was approved in the 2021 adopted budget of the Agency in October.

A motion to approve was made by Mr. Strome and seconded by Mr. Hyden. All in favor, the motion passed.

New Business/Discussion: None.

Next Meeting: Wednesday, January 20, 2021

Adjournment: Mr. Balachandran made a motion to adjourn the meeting, seconded by Mr. Hyden. All in favor, the motion passed.

4 5 New Rochelle Industrial Development Agency City HaU, 515 North Avenue, NewRocheUe, NY 10801 (914) 654-2185 fax (914) 632-3626

MEMORANDUM

TO: IDA BOARD OF DIRECTORS

FROM: AdamSalgado, EXECUTIVE DIRECTOR-^}

DATE: January15, 2021

SUBJECT: Monarch Development CompanyJV LLC-11 Mill Road Authorization

PROJECTDESCRIPTION The applicantproposes to convert the property previously known as Cooper's Comers Nursery and Garden Center at 11 Mill Road,New Rochelle, NY (the 'Troperty") into a state-of-the-art72-unit assisted living residence. The Propertyconsists of approximately 3.47 acres andis located on the outskirts of a residential district at the intersection ofMill Road, North Avenue andWilmot Road. The project is proposed to be approximately 61,500 gross square feet, with two floors and a lower level service area. In connection with the project, the applicant is improving the Mill Road/North Avenue intersecdon to aUow for pedestriancrossing along all threelegs of the intersecdon, amongother iinprovements. TheProperty is in the Rl-20 single- family residential districtwith a Senior Citizen District Overlay.

PROJECTPROCESS On November 18, 2020 the IDA issued a preliminary inducement resolution and set a public hearing for December 16, 2020 whichwas adjoiimed to January 20, 2021, afterwhich it may take offidalacdon towards authorizinga future straight-lease transacdonwith the development company.

BENEFITSTO CITY . Approximately $39.7M newproject . Creation of approximately 64 full-time equivalent and approximately 300 construcdon jobs . Theimprovement ofthe MiU Road/North Avenue intersection to allowfor pedestriancrossing along all three legs of the intersection . Utilizadonof green biiildingtechnologies including stormwater planters, a subsurfaceinfiltration system andporous paving within the proposed parking areas and sidewalks to enhance stormwater quality and reduce runoff. The project proposes LED lighting, use of low emitting materials, and wUl incorporate selected features of the WELLBuilding Standard.

6 INCENTFVE REQUEST As an eligible project under the applicable section of New York State General Municipal Law, the company is seeking an approximately $198, 569 mortgage recording tax exemption and an estimated $950, 115 sales tax exemption based on applicable construcdon and eqiiipment costs at the City's 83/8 % sales tax rate. AddidonaUy, the applicant is requesting a 10-year PILOT that conforms with the UTEP.

NationalDevelopment Council ("NDC"), the IDA'S financialconsultant, and the IDA FinanceSubcommittee have reviewed and are in support of the proposedincentive request, includingthe proposed PILOTschedule.

PROPOSEDPILOT SCHEDULE:

CmentlM ^)C*)t MIUA . , EstfllOT fet. HlOT Year Sdated Assesnait lOATaiiRate T^s ^^f faymfflf Swefit Taxes 2S&SR f^Msx(14 D«8*f 6'F'D *DWA)

I S6S.C3 S»2.6M Llffiffil S©6,6SS se% S203^28 uoyisi 2 S8,473 343, 600 1212S2 414,739 4S% mw imm 3 6B. 473 MffiS U37S6S 423^64 4e% ms>i 068^34} a %473 342, OM U6M30 0^46 i3% 2&3. 50! 115^411 5 es.m 342,606 1287667 WQ.OJ m, mu4 flRGHt 6 ®,473 342, 009 L3I2SS6 *IS,SS8 25» m^s |uy4 5( 7 ffi,473 342,CO® LJ3M6S 4S7^S® im, 3^368 {9^91} .s s,m 342,QDS 13SS8<6 467,U9 15% mosi PO,OSB| s %47$ 342. 0BS LMilSS 476,^2 m 42|81S ww 10 ®473 34 OOC uaiae wm 5% 4S 6S1 f24 m?s $i«Q,om S4^S2. %4 $3^HSS2 f$l, lSS, lSl) n% ITS, Ab^enaentcannot resuit in IDA relatedtaxes less thancurrent payment 3 Estimate fasedon hEstortel increase iniax rate; acbjal PIIOT ps^Tnent mayvary based ap artua I iax^te overlife o'? PILOT

RECOMMENDATION The applicant provided clarification on the financials and submitted updated information on the financing and available capital for the project. NDC provided an updated analysis which was presented and reviewed by the Finance Subcommittee. Based on the Subcommittees review and recommendadon, staff recommends authorizadon of this project to provide financial assistance that would help close the applicant's projected funding gap by offsetting costs to make this project feasible.

7 COST BENEFIT ANALYSIS SUBSTANTIATION OF NEED FOR NEW ROCHELLE IDA FINANCIAL ASSISTANCE

11 Mill Road Rendering

PROJECT APPLICANT AND NAME Monarch Development Company JV LLC

LOCATION 11 Mill Road

PROJECT DESCRIPTION New Construction of 72-unit senior care residential facility

REQUESTED FINANCIAL ASSISTANCE 10-Year Payment in Lieu of Taxes (PILOT) Exemption on Sales Tax of Building Materials Exemption on Mortgage Recording Sales Tax

January 12, 2020 UPDATED

8 The National Development Council (“NDC”) has an on-going engagement with the City of New Rochelle Industrial Development Authority (the “IDA”) to review applications for tax assistance. The purpose of this memo is to describe NDC’s project understanding and findings for the application referenced above. This report is an updated report from the December 2020 version. The updates reflect in this report concern the returns projected from the project. The applicant had provided additional information that was factored to determine that the projected returns, specifically yield to cost and internal rate of return, are higher than what was included in the previous report. The applicant also sent in additional information on the availability and terms of the capital available for the project.

PROJECT SUMMARY

Monarch Development Company JV LLC (the “developer” or “applicant”) submitted a Uniform Application for tax assistance in November 2020. The application requests a payment in lieu of taxes (PILOT), sales tax exemption, and a mortgage recording tax exemption for the redevelopment of 11 Mill Road, a seventy- two (72) unit senior boutique assisted living residence for seniors in need of assistance with activities of daily living, with a particular focus on those with memory-related challenges. The building’s design is limited to two stories above the basement level and with a pitched roof and stone veneer consistent with local architecture. The boutique senior assisted living residence will be one of the first specialized memory care residences of its kind in Westchester County and will generate 64 full-time equivalent jobs within the local area. The property consists of approximately 3.47 acres located on the outskirts of a residential district at the intersection of Mill Road, North Avenue and Wilmot Road. The Property is in the R1-20 single-family residential district with a Senior Citizen District Overlay and was previously used as a commercial garden center.

The applicant is a fully integrated senior care development and operations company based in New Hampshire. It develops forward-thinking products for older adults including senior apartments, independent living, assisted living and memory care with concierge services. The principals of the applicant have been involved in the development of scores of other senior facilities in the northeast.

Rendering of proposed senior care facility at 11 Mill Road

The boutique residence facility will be approximately 61,500 gross square feet, with two floors and a

9 lower level service area. The applicant reports that this 72-unit facility is smaller than its typical product (90 – 130 units). Its “cost per unit” is higher for this development than the applicant’s typical project as the land acquisition costs and extensive site work capital are spread over a fewer number of units. The facility proposes to be a WELL certified building and will include stormwater planters, a subsurface infiltration system and porous paving within the proposed parking area and sidewalks to enhance stormwater quality. The Applicant has obtained all required land use and zoning approvals for the Project and estimates that the Project will be completed in 14 to 18 months after a Building Permit is issued.

Aerial view w development site outlined in yellow

SOURCES & USES The statement of sources and uses below is summarized from the development costs and capital structure reported in the IDA application. The +/- $39.7 million development budget is high at $551K per unit and $646 per square foot. The developer reports that the budget is high due to land costs ($65,000 per unit), extensive site work, high end finishes and amenities, and a fully equipped commercial kitchen to support the food services available to the residents. The approximately $3.5 million in site work includes groundwork to allow for a basement, extensive gardening, landscaped buffering, and a storm water management upgrade. Off-site work includes the improvement of the Mill Road and North Avenue intersection that will allow for pedestrian crossing along all three legs of the intersection. There will also be considerable capitalized reserve ($2.2 million) to cover operating losses in the first few years. The stabilization period, the time that is required to reach targeted occupancy levels, is longer (up to three years) than the standard residential development.

10 SOURCES & USES SUMMARY USES OF FUNDS SOURCES OF FUNDS Cost % of Total per Unit per SF Amount % Acquisition Related Costs $4,650,000 12% $64,583 $76 Loan $19,856,949 50% Site Work $3,511,898 9% $48,776 $57 Equity $19,856,949 50% Construction $19,177,425 48% $266,353 $312 TOTAL $39,713,898 100% FF&E $1,500,000 4% $20,833 $24 Soft Costs $8,674,574 22% $120,480 $141 Equity Summary Operating/Lease-up Reserve $2,200,000 6% $30,556 $36 LP Equity $15,885,559 80% TOTAL $39,713,897 100% $551,582 $646 Monarch Equity $3,971,390 20% Other $0 0% TOTAL $19,856,949 100%

The development is expected to be funded with a conventional debt (@ 50%) and equity (@50%) capital structure. The higher equity percentage at 50% is required because this type of development is regarded with a higher risk profile than a standard residential facility that typically has a 65/35% debt and equity capital structure. The applicant’s and its equity investor’s willingness to undertake the project with 50% equity investment demonstrates strong commitment to the project.

The applicant has submitted a letter from Welltower, Inc., its intended equity investor and a publicly traded real estate investment trust (REIT) which specializes in healthcare facilities investments . The letter provided affirmation of Welltower’s willingness to invest up to 50% of the project cost and that the applicant expects to finalize terms of a construction loan with a commercial lender.

FINANCIAL BENEFITS PACKAGE

The next table details the proposed IDA benefits package. It includes exemptions on mortgage recording tax and sales tax. The applicant requested a 10-year PILOT schedule in its application. It proposed its own abatement schedule. A different 10-year PILOT schedule that is consistent with the Uniform Tax Exemption Policy (UTEP) is proposed. This schedule involves an abatement consistent with the schedule of abatements set out in New York Real Property Tax Law Section 485-b. This schedule involves a 50% abatement in the first year that the project is placed into service, followed by a 5% abatement reduction in years 2 – 10, and converting to full taxes in year 11. This results in $1,188,161 in savings over the ten years, equivalent to a 27% savings from full taxes.

The 10-year term per the 485-b is shorter than the 20-year schedules typically seen in residential developments in the downtown overlay zone. The 10-year 485-b schedule complies with the Uniform Tax Exemption Policy (UTEP) and is not a deviation.

11 TAX ESTIMATE SUMMARY IDA RELATED PROPERTY TAXES SALES TAX EXEMPTION Current Annual Taxes $65,693 Construction Cost $22,689,323 Beginning As Complete Annual Taxes $427,786 Value of Building Materials 50% $11,344,662 Multiplier 6.51 x Sales Tax 8.375% Per Unit Annually $5,941 Value of Exemption $950,115 Full Taxes Over 10-year Term $4,452,764 PILOT savings Over 10-year Term ($1,188,161) PILOT Payment over 10-year Term $3,264,602

MORTGAGE RECORDING TAX Mortgage $19,856,949 Mortgage Recording Tax 1.30% Transit District Exclusion -0.30% Mortgage Recording Tax Savings 1.00% Value of Exemption $198,569

NDC ANALYSIS The applicant requests the PILOT and an exemption from the mortgage recording tax and sales tax to offset the high land acquisition, infrastructure, and construction costs.

NDC based its analysis on the revenue, expense and cost assumptions provided by the Developer in the IDA application. For consistency with other IDA reviews, NDC adjusted the pro forma provided by the developer with the following assumptions:

. Permanent loan assumptions that are in line with the current market for similar projects o 30-year amortization o Interest rate of 5.00% . Adjusting revenue growth to 3% annually . Adjusting expense growth to 3% annually . Projecting terminal value of project using a 7% cap rate. This is higher than what is used for standard residential developments and confirmed by the Practice Leader of a Senior Care Group of national real estate consulting company.

The projected market residential rents are higher than other senior care facilities that the development team has placed into service and slightly higher than comparable in the Westchester County market. The initial average monthly rent is projected to be $10,500 plus fees for an assisted living room and $12,500 rent plus fees for a memory care room. While the higher rents raise the development’s risk profile, the applicant reports the rates as necessary to offset the higher development costs attributable to lower unit count and high acquisition and site work costs.

12 RENT ROLL Units Mo Rent Monthly Rent Gross Income Small Studio 9 $7,842 $70,578 $846,936 Studio Deluxe 16 $8,274 $132,384 $1,588,608 1 Bedroom 7 $9,680 $67,760 $813,120 1 Bedrom Large 4 $9,697 $38,788 $465,456 Memory Studio 17 $11,195 $190,315 $2,283,780 Memory Studio Deluxe 17 $11,844 $201,348 $2,416,176 Memory 1 BR 2 $14,602 $29,204 $350,448 72 $730,377 $8,764,524

The operating expenses are substantial, above $82,000 per unit annually (exclusive of real estate taxes), due to the personal services provided and the personnel costs of 64 full-time equivalent positions. The residence will provide a wide array of services and support programs, including a full service commercial kitchen providing three meals per day, housekeeping services, laundry services, social and cultural activities and a personalized programming and care plan for each of its residents. These high costs, provided in the “boutique assisted living environment,” contribute to the applicant’s stated need for the requested benefits to make the project “financially viable.” The beginning as-complete, non-abated real estate taxes are estimated at $427,886, equivalent to $5,941 per unit. Paying full taxes after the project is placed into service would impose financial stress to the project in the early years as it will take upwards of three years for the project to be fully stabilized and reaching its targeted occupancy levels.

The stabilized operating pro forma is represented on the following page.

13 STABILIZED OPERATING PRO FORMA (Assumed to be 3rd year of operations after new construction) WITHOUT PILOT WITH PILOT 3rd Year WITH PILOT Avg Over Term $ PER UNIT $ PER UNIT $ PER UNIT Gross Income 72 $9,530,741 $11,031 per month Community Fees 72 $515,436 $597 per month Community Fees 72 $237,528 $275 per month Residential Vacancy Rate ($617,022) 6.00% Effective Gross Income $9,666,682 $9,666,682 $9,666,682 Operating Expenses Exclusive of Taxes 72 ($5,934,000) $82,417 per unit ($5,934,000) $82,417 per unit ($5,934,000) $82,417 per unit RE Taxes/PILOT 72 ($427,786) $5,941 per unit ($295,707) $4,107 in 3rd year ($326,460) $4,534 avg over term Reserves (37,080) $515 per unit (37,080) $515 per unit (37,080) $515 per unit Total Expenses ($6,398,866) $88,873 ($6,266,787) $87,039 ($6,297,540) $87,466 Net Operating Income $3,267,816 $3,399,895 $3,369,142 Debt Service ($1,242,999) ($1,242,999) ($1,242,999) Cash Flow $2,024,817 $2,156,896 $2,126,143 Market Expects Debt Coverage Ratio 2.63 2.74 2.71 > 1.25 Yield to Cost 8.23% 8.56% 8.48% > 8.5% Pre-tax Leveraged Internal Rate of Return (IRR) 11.63% 12.23% 12.23% >12%

NDC reviewed three different metrics (yield to cost, unlevered internal rate of return, and levered internal rate of return) for analysis. While the project may meet return thresholds to what the market typically expects for specialized senior care residential development, the returns are marginal. The absence of the proposed financial assistance package could put the development at risk of assembling the requisite capital in order for the project to proceed. The risk is exacerbated by the fact that development costs may very well be subject to upward adjustments on account of steep increases in construction material in the last year.

While the proposed development is a residential project, the applicant considers an assisted living residence to be more of a niche operating enterprise with a higher level of risk. The risk profile is higher due to the longer anticipated stabilization period and the high operating and personnel expenses the project needs to support.

The applicant considers the “yield to cost” to be the most important of the return metrics. It reports that it seeks to achieve at least a 8.5% yield on cost, defined as the stabilized net operating income (NOI) divided by the project cost. This target return threshold was confirmed by the senior housing practice leader of a major real estate consulting company. With the proposed financial incentive package, the project just barely meets this return metric.

A 10-year pro forma is presented in Exhibit 2. Based upon an assumed 10-year holding period and a sale of the property after the tenth year, the projected pre-tax levered internal rate of return (IRR) is approximately 12%. These IRR metrics are marginal but acceptable. The proposed IDA package assists the developer achieving necessary returns. Such financial package does not result in undue enrichment.

14 COST / BENEFIT ANALYSIS The analysis summary below demonstrates a considerable positive net public financial benefit. The private investment to public investment ratio exceeds $17:$1. The PILOT paid over the term, $3,264,602 (average of $4,500 per unit annually) is more than 1.4x than the proposed IDA financial benefit (real estate tax savings, and exemptions on sales and mortgage recording taxes). Furthermore, given that this is a proposed senior living facility, there will be no financial impact to the New Rochelle public schools.

INVESTMENT RATIO Private Investment $39,713,897 Incentive Package $2,336,846 Private Investment Leverage Ratio 17 :1

COST BENEFIT SUMMARY PILOT over Term $3,264,602 IDA Fee $124,285 Public Benefit $3,388,887

PILOT Savings $1,188,161 Sales Tax Exemption $950,115 Mortgage Tax Exemption $198,569 Net Benefit $2,336,846

Benefits Chart in $ millions

$2.3

$3.4

Public Benefit Project Benefit

COMMUNITY BENEFITS The fiscal impact to the City will be significant. The redevelopment of the site will result in the annual real estate tax increasing from its current from approximately $68,000 to an estimated $326,000 annual average in PILOT payments over the term. This represents an approximate 4.8X multiplier. Once the property converts to full taxes in the 11th year, the full taxes will be more than a 6x multiplier on the taxes of the unimproved property.

15 Due to the extensive memory care and personal services offered to the residences, the project is expected to create 64 permanent jobs with aggregate annual salaries and benefits exceeding $5 million, an average of over $75,000 per job. The applicant estimates 300 temporary construction jobs. The applicant also expects to contract between $150,000 - $200,000 annually in services (food landscaping, media, etc.) from local vendors.

16 EXHIBIT 1: 10 YEAR PROFORMA

ASSESSOR INPUTS TAX SUMMARY Residential Commercial Total IDA Non-IDA BID Total Value per Unit A $4,750 $25.00 / sq ft Assessment A $342,000 $342,000 $342,000 Total Units B 72 0 Millage B 1.189051 0.061786 0.019023 1.269860 Assessment C = A*B $342,000 $0 $342,000 Full Taxes C = A*B $406,655 $21,131 $0 $427,786

1 To be provided by Assessor IDA = County, City, School District, & Library $5,941.48 Non-IDA = County Refuse & Sewer

PROPERTY TAX PAYMENT SUMMARY

Current IDA Est. Non BID Applicable Full IDA Est. PILOT Est. PILOT Non-IDA Tax Residential Est. Total PILOT, Year Related Assessment Abatement2 PILOT (Yes=1; BID Payment IDA Tax Rate Taxes Payment3 Benefit Rate Refuse Fee Taxes, & Fees Taxes Payments * 0=No) 2% CAGR 2% CAGR No $276 / unit F = Max (1-E M = A B C D = B * C E G = F - D H I = B * H J K = B * J L * D or A) F + I + K + L

1 $68,473 $342,000 1.189051 $406,655 50% $203,328 (203,328) 0.061786 $21,131 0.000000 $0 19,872 244,331 2 68,473 342,000 1.212832 414,789 45% 228,134 (186,655) 0.063022 21,553 0.000000 $0 19,872 269,559 3 68,473 342,000 1.237089 423,084 40% 253,851 (169,234) 0.064282 21,984 0.000000 $0 19,872 295,707 4 68,473 342,000 1.261830 431,546 35% 280,505 (151,041) 0.065568 22,424 0.000000 $0 19,872 322,801 5 68,473 342,000 1.287067 440,177 30% 308,124 (132,053) 0.066879 22,873 0.000000 $0 19,872 350,869 6 68,473 342,000 1.312808 448,980 25% 336,735 (112,245) 0.068217 23,330 0.000000 $0 19,872 379,937 7 68,473 342,000 1.339065 457,960 20% 366,368 (91,592) 0.069581 23,797 0.000000 $0 19,872 410,037 8 68,473 342,000 1.365846 467,119 15% 397,051 (70,068) 0.070973 24,273 0.000000 $0 19,872 441,196 9 68,473 342,000 1.393163 476,462 10% 428,815 (47,646) 0.072392 24,758 0.000000 $0 19,872 473,446 10 68,473 342,000 1.421026 485,991 5% 461,691 (24,300) 0.073840 25,253 0.000000 $0 19,872 506,817 $684,735 $3,420,000 $4,452,764 $3,264,602 ($1,188,161) $231,376 $198,720 $3,694,699 73% 27% 2 Abatement cannot result in IDA related taxes less than current payment 3 Estimate based on historical increase in tax rate; actual PILOT payment may vary based up actual tax rate over life of PILOT

17 EXHIBIT 2: 10 YEAR OPERATING PROFORMA NDC MODIFIED DEVELOPER PRO FORMA

RENTAL INCOME Growth Factor Per Unit, Stab Yr. Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Gross Income 3.00% 8,983,637 9,253,146 9,530,741 9,816,663 10,111,163 10,414,498 10,726,933 11,048,740 11,380,203 11,721,609 Care 3.00% 158,875 392,000 515,436 530,899 546,826 563,231 580,128 597,532 615,458 633,921 Community Fees 3.00% 243,950 209,000 237,528 244,654 251,993 259,553 267,340 275,360 283,621 292,129 Residential Vacancy (6,198,710) (2,405,818) (617,022) (635,533) (654,599) (674,237) (694,464) (715,298) (736,757) (758,860) Residential Vacancy Rate 69.00% 26.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% 6.00% Effective Gross Income 3,187,753 7,448,328 9,666,682 9,956,683 10,255,383 10,563,045 10,879,936 11,206,334 11,542,524 11,888,800

OPERATING EXPENSES 3.00% $72,819 (4,302,000) (5,243,000) (5,934,000) (6,172,464) (6,418,303) (6,675,920) (6,942,647) (7,219,149) (7,508,855) (7,734,251) Real Estate Taxes $3,744 (244,331) (269,559) (295,707) (322,801) (350,869) (379,937) (410,037) (441,196) (473,446) (506,817) Reserves 3.00% $515 (36,000) (37,080) (38,192) (39,338) (54,000) (55,620) (57,289) (59,007) (60,777) (62,601) Total Expenses $77,078 (4,582,331) (5,549,639) (6,267,899) (6,534,603) (6,823,172) (7,111,477) (7,409,972) (7,719,352) (8,043,078) (8,303,668)

Net Operating Income (1,394,578) 1,898,689 3,398,783 3,422,080 3,432,212 3,451,567 3,469,964 3,486,982 3,499,446 3,585,132

UNLEVERED ANALYSIS IRR NOI (39,713,897) (1,394,578) 1,898,689 3,398,783 3,422,080 3,432,212 3,451,567 3,469,964 3,486,982 3,499,446 3,585,132 9% Cap Reserve 2,200,000 Terminal value 51,216,165 Cash Flow (39,713,897) 805,422 1,898,689 3,398,783 3,422,080 3,432,212 3,451,567 3,469,964 3,486,982 3,499,446 54,801,296

LEVERED ANALYSIS IRR NOI (19,856,949) (1,394,578) 1,898,689 3,398,783 3,422,080 3,432,212 3,451,567 3,469,964 3,486,982 3,499,446 3,585,132 12.23% D/S (1,242,999) (1,242,999) (1,242,999) (1,242,999) (1,242,999) (1,242,999) (1,242,999) (1,242,999) (1,242,999) (1,242,999) Cap Reserve 2,200,000 Terminal Value 35,086,280 Cash Flow (19,856,949) (437,577) 655,690 2,155,784 2,179,081 2,189,213 2,208,568 2,226,965 2,243,983 2,256,447 37,428,413

18 STANDARD DISCLOSURE

Standard disclaimer regarding NDC’s compliance with Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and amended Section 15B of the Securities and Exchange Act of 1934 (“Exchange Act”):

The National Development Council is not a Registered Municipal Advisor as defined in Dodd-Frank and the Exchange Act and therefore cannot provide advice to a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities, including structure, timing, terms or other similar matters concerning such financial products or issues.

The general information contained in this document is factual in nature and consistent with current market conditions and does not contain or express subjective assumptions, opinions, or views, or constitute a recommendation, either express or implied, upon which a municipal entity or obligated person may rely with respect to municipal products or the issuance of municipal securities.

In connection with these matters, it is expressly understood by all parties that NDC is not acting as your agent, advisor, municipal advisor, or fiduciary. NDC may have financial and other interests that differ from yours. You should discuss the information contained herein with your own municipal, financial, legal, accounting, tax, and/or other advisors, as applicable, to the extent that you deem appropriate.

19 Date: January 20, 2021

At a meeting of the New Rochelle Industrial Development Agency (the "Agency") held on January 20, 2021, at City Hall, 515 North Avenue, New Rochelle, New York, the following members of the Agency were:

Present:

Absent:

Also Present:

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 Monarch Development Company JV, LLC Project located at located at 11 Mill Road, New Rochelle, New York.

The following resolution was duly moved by ______, seconded by ______, discussed and adopted with the following members voting:

Voting Aye Voting Nay

299523 4816-6664-6402 v1 20 RESOLUTION OF THE NEW ROCHELLE INDUSTRIAL DEVELOPMENT AGENCY (i) APPOINTING MONARCH DEVELOPMENT COMPANY JV, LLC OR ENTITY FORMED OR TO BE FORMED ON BEHALF OF THE FOREGOING AS ITS AGENT TO UNDERTAKE THE PROJECT (AS MORE FULLY DESCRIBED BELOW); (ii) AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGENT AND FINANCIAL ASSISTANCE AND PROJECT AGREEMENT, LEASE AGREEMENT, LEASEBACK AGREEMENT AND RELATED DOCUMENTS WITH THE COMPANY WITH RESPECT TO THE PROJECT; (iii) AUTHORIZING FINANCIAL ASSISTANCE (THE "FINANCIAL ASSISTANCE") TO THE COMPANY IN THE FORM OF (1) A SALES AND USE TAX EXEMPTION FOR PURCHASES AND RENTALS RELATED TO THE PROJECT, (2) AN EXEMPTION FROM MORTGAGE RECORDING TAXES AS PERMITTED BY NEW YORK STATE LAW, AND (3) A PARTIAL REAL PROPERTY TAX ABATEMENT STRUCTURED UNDER A PILOT AGREEMENT; AND (iv) AUTHORIZING THE EXECUTION OF A MORTGAGE AND RELATED DOCUMENTS

WHEREAS, by Title 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 ROCHELLE INDUSTRIAL DEVELOPMENT AGENCY (the "Agency") 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, MONARCH DEVELOPMENT COMPANY JV, LLC, or an entity formed or to be formed on behalf of the foregoing (the "Company"), previously submitted an application (the "Application") to the Agency requesting the Agency’s assistance with a certain project (the "Project") for the benefit of the Company consisting of: (1) the Agency taking title, possession or control (by deed, lease, license or otherwise) of an approximately 3.47-acre parcel of land commonly known as 11 Mill Road, City of New Rochelle, Westchester County, New York, (the "Land"); (2) the construction on the Land of an approximately 61,500 square-foot building with two floors and a lower level service area and containing approximately seventy- two (72) assisted-living residence units for seniors in need of assistance with activities of daily living - with a particular focus on those with memory related challenges – and containing common spaces, a mechanical/service area, landscaping and related amenities (the "Improvements"); and (3) the acquisition and installation by the Company in and around the Land and the Improvements of items of equipment and other tangible personal property (the "Equipment"; and, together with the Land and the Improvements, collectively, the "Facility"); and

WHEREAS, pursuant to a resolution adopted by the Agency on November 28, 2018 (the "Initial Resolution") the Agency (i) accepted the Application of the Company, (ii) authorized a

21 public hearing with respect to the Project, and (iii) described the forms of Financial Assistance (as heretofore defined) being contemplated for the benefit of the Company by the Agency; and

WHEREAS, pursuant to Section 859-a of the Act, on Wednesday, January 20, 2021, at 7:30 p.m., local time, at City Hall, City Council Conference Room, 515 North Avenue, New Rochelle, New York 10801, the Agency held a public hearing with respect to the Project and the proposed Financial Assistance being contemplated by the Agency (the "Public Hearing") whereat interested parties were provided a reasonable opportunity, both orally and in writing, to present their views. (A copy of the Notice of Public Hearing published and forwarded to the affected taxing jurisdictions at least ten (10) days prior to said Public Hearing is attached hereto as Exhibit A); and

WHEREAS, pursuant to the New York State Environmental Quality Review Act, Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto at 6 N.Y.C.R.R. Part 617, as amended (collectively referred to as "SEQRA"), the Agency must satisfy the applicable requirements set forth in SEQRA, as necessary, prior to making a final determination whether to undertake the Project; and

WHEREAS, the Company made application to the City of New Rochelle Planning Board (the "Planning Board") for site plan approval in connection with the Project; and

WHEREAS, pursuant to SEQRA, the Planning Board declared itself Lead Agency in connection with all processing procedures, determinations and findings, to be made or conducted with respect to the site plan submitted by the Company; and

WHEREAS, by resolution No. 105-2017 duly adopted on September 26, 2017, and attached hereto as Exhibit B, the Planning Board determined that this action constitutes an Unlisted Action under 6 NYCRR Part 617 of the SEQRA regulations, which will not have a significant effect on the environment and therefore does not require the preparation of an Environmental Impact Statement; and

WHEREAS, the Agent and Financial Assistance and Project Agreement, Lease Agreement and Leaseback Agreement, each dated as of February 1, 2021 (or such other date acceptable to Chair or the Executive Director of the Agency) and related documents (collectively, the "Agency Documents") will be negotiated in terms and conditions satisfactory to the Agency and consistent with these resolutions, and the Agency desires to authorize the undertaking of the Project; and

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE NEW ROCHELLE INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS:

Section 1. The Planning Board conducted a review of the Project pursuant to SEQRA. In addition to classifying the Project as an Unlisted Action pursuant to SEQRA, the Planning Board by resolution No. 105-2017 duly adopted on September 26, 2017, determined that the Project did not present a potential significant adverse environmental impact. The Agency, having reviewed the materials presented by the Company, including, but not limited to,

22 a Full Environmental Assessment Form, further determines that the Project does not pose a potential significant adverse environmental impact and thus adopts the Negative Declaration previously issued by the Planning Board pursuant to 6 N.Y.C.R.R. § 617.7.

Section 2. The Agency hereby finds and determines that the Facility constitutes a commercial facility as defined in the Act and will promote employment opportunities and prevent economic deterioration in the City. The Agency hereby finds that the Project will create temporary construction jobs during the construction period as well as permanent job opportunities following completion of construction of the Project, will offer significant residential rental housing opportunities to, among others, the residents of the City, and also serve to support area businesses that, with such support, may create additional employment opportunities in the City.

Section 3. Based upon representations and warranties made by the Company in the Application, the Agency hereby authorizes and approves the Company, as its agent, to make purchases of goods and services relating to the Project, that would otherwise be subject to New York State and local sales and use tax in an amount up to $11,344,662, which result in New York State and local sales and use tax exemption benefits ("Sales and Use Tax Exemption Benefits") not to exceed $950,115. The Agency agrees to consider any requests by the Company for 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.

Section 4. Pursuant to Section 875(3) of the New York General Municipal Law, 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; or (iv) 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.

As a condition precedent to 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.

23 Section 5. Subject to the Company executing the Agency Documents and the delivery to the Agency of a binder, certificate or other evidence of a liability insurance policy for the Facility 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, pursuant to the provisions of the Agency Documents: (i) to construct, reconstruct, renovate, refurbish and equip the Facility; (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 Company’s status as agent of the Agency and related sales tax exemption letter shall expire on September 30, 2023 (unless extended for good cause by the Chair, Executive Director or other authorized representative of the Agency).

Section 6. Based upon representations and warranties made by the Company in the Application, the Agency hereby authorizes the grant of Financial Assistance in the form of: (1) a sales and use tax exemption for purchases and rentals related to the Project, (2) a partial real property tax abatement structured under a PILOT Agreement; and (3) exemptions from mortgage recording taxes to the extent permitted by applicable law in connection with any mortgage necessary to undertake the Facility and/or finance or re-finance acquisition and Project costs, equipment and other personal property and related transactional costs

Section 7. (a) The Chair or the Executive Director of the Agency are hereby authorized, on behalf of the Agency, to execute and deliver the Agency Documents (consistent with the schedule of PILOT payments and corresponding real property tax abatements presented to and hereby approved by the Agency and attached to and made a part of these Resolutions as Exhibit C), in the forms acceptable to the Chair or Executive Director of the Agency. The execution of the Agency Documents by the Agency shall constitute conclusive evidence of such approval.

(b) The Chair or the Executive Director is further hereby authorized, on behalf of the Agency, to designate any additional authorized representatives of the Agency.

Section 8. The Chair and the Executive Director of the Agency are hereby further authorized, on behalf of the Agency, to execute, deliver and record 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 or re-finance acquisition and Project costs, equipment and other personal property and related transactional costs (the "Lender Documents"; and, together with the Agency Documents, the "Project Documents") and, where appropriate, the Secretary or Assistant Secretary of the Agency is hereby authorized to affix the seal of the Agency to the Project Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chair or the Executive Director of the Agency shall approve, the execution thereof by the Chair or the Executive

24 Director of the Agency to constitute conclusive evidence of such approval; provided, in all events, recourse against the Agency is limited to the Agency’s interest in the Facility.

Section 9. The 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 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 Agency with all of the terms, covenants and provisions of the documents executed for and on behalf of the Agency.

Section 10. Due to the complex nature of this transaction, the Agency hereby authorizes its Chair or Executive Director to approve, execute and deliver such further agreements, documents and certificates as the Agency may be advised by counsel to the Agency to be necessary or desirable to effectuate the foregoing, such approval to be conclusively evidenced by the execution of any such agreements, documents or certificates by the Chair or the Executive Director of the Agency.

Section 11. These Resolutions shall take effect immediately.

25 STATE OF NEW YORK ) ) ss: COUNTY OF WESTCHESTER )

I, the undersigned, Secretary of the New Rochelle Industrial Development Agency, DO HEREBY CERTIFY:

That I have compared the annexed extract of minutes of the meeting of the New Rochelle Industrial Development Agency (the "Agency"), including the resolutions contained therein, held on January 20, 2021, 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 FURTHER CERTIFY, 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”) and pursuant to Governor Andrew Cuomo’s Executive Orders (the “Executive Orders”) authorizing the conduct of public meetings under the Open Meetings Law through use of telephone conference, video conference and/or other similar service, said meeting was open to the general public in accordance with the requirements of the Executive Orders, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7.

I FURTHER CERTIFY, that there was a quorum of the members of the Agency present throughout said meeting.

I FURTHER CERTIFY, that as of the date hereof, the attached resolutions are in full force and effect and have not been amended, repealed or modified.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Agency this ___ day of January, 2021.

Secretary

26 EXHIBIT A

[Notice Documents with respect to Public Hearing held on January 20, 2021]

Attached hereto

27 NOTICELETTER REGARDING PUBLIC HEARING

January8, 2021

To: The Chief Executive Officers of Affected Tax Jurisdictions Indicated on Schedule A Attached Hereto

Re: New Rochelle Industrial Development Agency MonarchDevelopment CompanyJV, LLCProject

Ladies and Gentlemen:

On Wednesday, January 20, 2021, at 7:30 PM, local time, at City Council Conference Room, 515 North Avenue, New Rochelle, New York, the New Rochelle Industrial Development Agency (the "Agency") will conduct a public hearing regarding the above-referenced Project and the financial assistance contemplated by the Agency with respect to such Project. Enclosed is a copy of the Notice of Public Hearing describing the Project and the financial assistance contemplated by the Agency. The Notice has been submitted to The Journal News for publication.

In accordance with Section 859-a of the Act, a representative of the Agency will be at the above-stated time and place to present a copy of the Company's application to the Agency, which application is available for viewing on the Agency's website at: h s://www.newrochellen .corn

However, given the ongoing COVID-19 public health crisis and related Executive Orders issued by Governor Andrew M. Cuomo, the Agency will not be able to accommodate any in- person public attendance or participation at the Public Hearing. Nonetheless, and in furtherance of the provisions of Section 859-a of the Act requiring interested parties be provided a reasonable opportunity, both orally and in writing, to present their views with respect to the Project, the Agency will provide public access for viewing of the Public Hearing live on NRTV Optimum Ch 75, Verizon Channel 28 and on line at www.newrochellen . com/livestream. In addition, the Agencywill provide public access for the submission of oral comments in real time via Microsoft Teams. Pleasenotify Lisa Davis at (914) 654-2189 or Idavis newrochellen .corn if you wish to speak at fhe Public Hearingby no later than January 19, 2021, 8:00 PM EST, and details for the submission of oral comments will be provided to you. Finally, the Agency encourages all interested parties to submit written comments to the Agency, which will be included within the Public Hearing record. Any written comments may be sent to New Rochelle Industrial Development Agency, New Rochelle City Hall, 515 North Avenue, New Rochelle, New York 10801, Attn: Adam Salgado, Executive Director and/or via email to Lisa Davis at Idavis ewrochellen . corn, and written comments must be received by no later than January 20, 2021 at 10:00AM EST.

28 The public hearing is being conducted pursuant to Section 859-a of the General Municipal Law. We are providing this notice to you, pursuant to General Municipal Law Section 859-a, as the chief executive officer of an affected tax jurisdiction within which the project is located.

NEWROCHELLE INDUSTRIAL DEVELOPMENT AGENCY

By: Salgado Executive Director

29 Schedule A

Chief Executive Officers of Affected Tax Jurisdictions

County ofWestchester

The Honorable George Latimer Westchester County Executive 148 Martine Avenue White Plains, New York 10601

CityofNewRocheUe

The Honorable Charles B. Sb-ome III City of New Rochelle City Manager 515 North Avenue New Rochelle, New York 10801

City School District of New Rochelle

Ms. Rachel Relkin President of the Board of Education City School District of New Rochelle 515 North Avenue New Rochelle, New York 10801

Dr. Alex Marrero Interim Superintendent of Schools City School District of New Rochelle 515 North Avenue New Rochelle, New York 10801

30 NOTICE OF PUBLIC HEARING

NOTICE IS HEREBYGIVEN that a public hearing (the "Public Hearing") pursuant to Title 1 ofArticle 18-A ofthe NewYork State General Municipal Law(the "Act"), will be held by the New Rochelle Industrial Development Agency (the "Agency") on Wednesday, January 20, 2021, at 7:30 p.m., local time, at City Council Conference Room, 515 North Avenue, New Rochelle, NewYork, in connection with the matter below. PLEASENOTE the special hearing logistics and instructions included at the end of this notice.

Monarch Development Company JV, LLC, a New Hampshire limited liability company, for itself or on behalf of an entity formed or to be formed by it or on its behalf (collectively, the "Company"), has submitted an application (the "Application") to the Agency requesting that the Agency enter into a ti-ansaction (the "Project") in which the Agency will assist in the acquisition, consta-uction, reconstmction, redevelopment and equipping of a certain facility consisting of: (1) the Agency taking title, possession or control (by deed, lease, license or otherwise) in an approximately3. 47-acreparcel ofland located at the intersection ofMill Road, NorthAvenue and Wilmot Avenue (being more fully identified as Section 7, Block 3180, Lot 0001) in the City of New Rochelle, Westchester County, New York (the "Land"); (2) the constmction on the Land of an approximately 61,500 square-foot building with two floors and a lower-level service area and containingapproximately seventy-two (72) unit assisted-livingresidence units for seniors in need of assistance with activities of daily living - with a particular focus on those with memory-related challenges - and containing common spaces, a mechanical/service area, landscaping and related amenities (the "Improvements"); and (3) the acquisition and installation by the Company in and around the Land and the Improvements ofitems of equipment and other tangible personal property (the "Equipment"; and, together with the Land and Improvements, collectively, the "Facility").

The Agency will take title, possession or control (by deed, lease, license or otherwise) in the Facility, and will lease or sublease the Facility and the furnishings, fixtures and equipment locatedtherein to the Company. TheAgency contemplates that it will provide financial assistance to the Company in the fonn of (i) exemptions from sales and use taxes otherwise payable upon the purchase or lease of materials, furnishings, fixtures and equipment, and other taxable personal property; (ii) exemptions from mortgage recording taxes in connection with the acquisition financing, constmction financing and/or permanent financing or any subsequent refinancing ofthe costs ofthe acquisition, constmction, renovation, reconstiziction,refurbishing and equipping of the Facility as pennitted by NewYork State law; and (iii) an abatement ofreal property taxes in such amount as the Agency may determine in order to accomplish the purposes of the Project (collectively, the "FinancialAssistance").

31 PLEASE NOTE SPECIAL PUBLIC HEARING CONDUCT INSTRUCTIONS AND INFORMATION:

In accordance with Section 859-a of the Act, a representative of the Agency will be at the above-stated time and place to present a copy of the Company's Application, which is also available for viewing on the Agency's website at: h s://www.newrochellen . corn.

However, given the ongoing COVID-19 public health crisis and related Executive Orders issued by Governor Andrew M. Cuomo, the Agency will not be able to accommodate any in-person public attendance or participation at the Public Hearing. Nonetheless, and in furtherance of the provisions of Section 859-a of the Act requiring interested parties be provided a reasonable opportunity, both orally and in writing, to present their views with respect to the Project, the Agency will provide public access for viewing of the Public Hearing live on NRTV Optimum Ch 75, Verizon Channel 28 and on line at www.newrochellen .com/livestream. In addition, the Agency will provide public access for the submission of oral comments in real time via Microsoft Teams. Please notify Lisa Davis at (914) 654-2189 or Idavis newrochellen . corn if you wish to speak at the Public Hearmg by no later than January 19, 2021, 8:00 pm EST, and details for the submission oforal comments will beprovided to you. Finally, the Agency encourages all interested parties to submit written comments to the Agency, which will be included within the Public Hearing record. Any written comments may be sent to New Rochelle Industrial Development Agency, New Rochelle City Hall, 515 North Avenue, New Rochelle, New York 10801, Attn: Adam Salgado, Executive Director and/or via email to Lisa Davis at Idavis newrochellen . corn, and written comments must be received by no later than January20, 2021 at 10:00AM EST.

Dated: January 9, 2021 NEW ROCHELLE INDUSTRIAL DEVELOPMENTAGENCY

By: Adam Salgado Title: Executive Director

32 II 1 ' II media group

AFFTOAVIT OF PUBLICATION FROM

State of Wiscon$m County of Brown, ss.:

On t^e, 9, d?y ofJanuary in t4e year 2021, before me, the undersigned, a Notary Public in and for said State, personally appeared Ib^j /^tn-i't^bl^") personally knownto meor proved to me onthe basis of satisfactory evidenceto be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/theircapacity(ies), andthat by hisAer/theirsignature(s) on the instrument, the individuals), or theperson upon behalf of which the individual(s) acted, executed, fhe instrument sift) l^c^j l^V^f beingduly sworn saysthat he/she is the principal clerkof THE JOURNALNEWS, a newspaper published in tfae County ofWestchester and tfae State ofNew York, andthe notice ofwhich the annexed is a printed copy, waspublished in thenewspaper area(s) on the date (s) below:

Zone: Run Dates: Westchester 01/09/2021

Signature

,^t>">"""<,,,. Sworn to before me, this 9 yo Jan , 2 21 /^^ I / ^OTA/?^ \ ; Notary Public. State of Wisconsin. ounty of B a^-q®' :. t<&\ ^BL\C /^ . ^. My commission expires '^-s^'^^»;, ;/,. <*"**' Legend:

WESTCHESTER: Amawatk,Ardsley, Ardsleyon Hudson,Armonk, BaldwinPlace, Bedford, Bedford Hills, Brewster, BriardiffManor. Bronxville, Buchanan,Carmel, Chappaqua,Cold Spring, Crompond, Cross River, Croton Falls, Croton on Hudson, DobbsFeny, Eastchester, Etmsford, Garrison, GoUens Bridge, GraniteSprings, Greenburg, Hamson, Hartsdale, Hastings. Hastings on Hudson, Hawthorne, Irvington, Jefferson Valley, Katonah, Lake Peekskill, Larchmont, Uncolndale, Mahopac. Mahopac Falls, Mamaroneck, Millwood, MoheganLake, Montrose, MountKisco. MountVemon, NewRochelle, North Salem, Ossining, Patterson, Peeksklll, Pelham, Pleasantville. Port Chester, Pound Ridge, Purchase. Purdys, PutnamValley, Rye, Scarsdale, Shenorock, ShrubOak, Somere, SouthSatem, Tarrytown, Thomwood, Tuckahoe,Valhalla, Verplanck,Waccabuc, White Plains, Yorktown Heights, Yonkers

ROCKLAND: Blauvelt, Congers, Gamen/ille, Haveretraw, Hitlbum, Monsey, Nanuet, NewCity, Nyack, Orangeburg,Palisades, Peart River, Piennont, Pomona, Sloatsburg,Sparkill, Spring Valley, StonyPoint, Suflem,Tallman, Tappan, Thiells, Tomklns Cove,VaHey Cottage, West Haverstraw, West Nyack Ad Number: 0004541263

33 Ad Number: 0004541263 Run Dates: 01/09/2021

NOTIUOF PUBUC HEARING

NOHCEB HEffiBYGIVEN that a piAlic hearing (the "Pubic Hearing") piinuatt to Tnle 1 of Artide 18-Aof 1he New York StateGemral Muiiqial law ftlK "Act'), will beheM by the New(tochelle Industrial DCTdoproentAgeniy (the "Ayncy')wi Wednesday. January 20, 2021,at 730 p.ro, to- cal time, at CSy Coundl Conference Boom. 5)5 North Aveue, New Rodntle, NewYflfk, in mn- necdon with tte inatter bdow. PlfASE NOTC the spedal hearing lugisfo and instmcttora indud- cd atthe end of As nofe. Monardi DCTdopmaatCompany JV, ULC, a NewHfflnpshire limitEd liaUi^ unipany, fcr icelf or on behalfd an enthyionned or to befonned by it oron te behalf(coUecthdy. the "Company"), hassubmitted anqynration (the "Applicatnn") toIhe Agaicy raiuesfing thatDie Agency Hrt» into a transaction (the "Piqect") in whidi theAgauy will assistin tfre aci|uiation, (Bnstmction, FKonstmclton, redeudiipmaitand equifiping of a CErtainfadtity consisting ol: ()) tfieAgeng tak- ing titte, pnssesskm orcontrol (ty d*d. tase. BI:En* or olhemise)i11 al aPlmninHte^ 147-aje pared of land kxated at the mteisection of Mill RoaA North Avemie and Wilmot Avenue (being more fully idmtified as Section 7, Blodi 3180. tot OOOl) in the Oty afNew Rochdte. Westdiester County, New Yoik (the "land"); (2) the mnslnittion ai the land of an apfmiximately 61,500 square-faotbuiMng with twofloora airi a Inuer-lnid SBVJCEarea and omGiniiig appnsamaVSf sewnty-hw (72) unit asasted-living rBidence imits far sEniaB in need lit asastance wrth activities of dailyliving - vith a particularfoajs on thosewith mamiiy-rdated challenges - am)comalning amnrnn spaces, a medianical/senice area, lamfscaping and relatat aniautia (the "Inyrow- meiits'fc and (3) the aa)uiation and installation ty the Company in andaBimd AE lamf and the Impnwemmti afltenis of equipment and ofei tangible pefsond ^opeity (te "Equgment"; and, together withthe Laidand ImprovEmeiits, coBecfively, the"Fadlity"). The Agency will take title, possession nr mntrol (by deed, lease, Ikaae or olhemise) in the Fadli- ty, andwill tease orsublease the Fadity aidthe fimstmgs, fixtores and Kjuipmmt tocated tlKre- in b)the Company. TteAgaicycontanitaesdrat it will providefinaidal asaitanteto the Can- panyin the fomi of(i) eiemplions from salesand use taxa othmuise pgyableupon the purehase or tease rf matoiali. furaish'ngs, fixtwes and equpmait, and other taxable pnsonal pmpstf, (ii) exemptkms fam mortgage reuirfngQxs in connectionwNh the acquisiSon fiundng, ainstnit- tion finandng andtof pemianent iinandiig or aiiy subsafuent refinancing of the costs of the ac- qulsition, coiistniction, reno»atton, teconstroctT. rcfurtiishing and ef|uippimi of die Fadlty as pamitted by NewYoit Statelaw aid (iii) anabateinart of real proper tales in aid) amountas the Agency maydelEnune in aider to accomplish the puposes ofthe Projat

34 NOTICE LETTER REGARDmG PUBLIC HEARING

January8, 2021

»".»> <-f9 £3° r--S ^.3 To: The ChiefExecutive Officers of Affected Tax Jurisdictions " o s m n 0:T;?3 Indicated on Schedule A Attached Hereto ~^..-; r. -i ( ii'>0 cx> c"i~1 ^^ Re: New Rochelle Indusfaial Development Agency f ^ > -. 'i- <^ r1 Monarch Development Company JV, LLC Project ;?00 -< .3

Ladies and Gentlemen: .'-' 0 -1 rn

On Wednesday, January 20, 2021, at 7:30 PM, local time, at City Council Conference Room, 515 North Avenue, New Rochelle, New York, the New Rochelle Industrial Development Agency (the "Agency") will conduct a public hearing regarding the above-referenced Project and the financial assistance contemplated by the Agency with respect to such Project. Enclosed is a copy of the Notice of Public Hearing describing the Project and the financial assistance contemplated by the Agency. The Notice has been submitted to The Journal News for publication.

In accordance with Section 859-a of the Act, a representative of the Agency will be at the above-stated time and place to present a copy of the Company's application to the Agency, which application is available for viewing on the Agency's website at: htt s://www. newrochellen . corn

However, given the ongoing COVID-19public health crisis and related Executive Orders issued by Governor Andrew M. Cuomo, the Agency will not be able to accommodate any in- person public attendance or participation at the Public Hearing. Nonetheless, and in furtherance of the provisions of Section 859-a of the Act requiring interested parties be provided a reasonable opportunity, both orally and in writing, to present their views with respect to the Project, the Agency will provide public access for viewing of the Public Hearing live on NRTV Optimum Ch 75, Verizon Channel 28 and on line at www.newrochellen .com/livestream. In addition, the Agency will provide public access for the submission of oral comments in real time via Microsoft Teams. Please notify Lisa Davis at (914) 654-2189 or Idavis newrochellen . corn if you wish to speak at the Public Hearing by no later than January 19, 2021, 8:00 PM EST, and details for the submission of oral comments will be provided to you. Finally, the Agency encourages all interested parties to submit written comments to the Agency, which will be included within the Public Hearing record. Any written comments may be sent to New Rochelle Industrial Development Agency, New Rochelle City Hall, 515 North Avenue, New Rochelle, New York 10801, Attn: Adam Salgado, Executive Director and/or via email to Lisa Davis at Idavis ewrochellen . corn, and written comments must be received by no later than January 20, 2021 at 10:00 AM EST

35 NOTICE LETTER REGARDING PUBLIC HEAREVG

January 8, 2021 t'*> ^..^ «~* "0 ''S. r--i i" S2 ?.:.? ".-. -I 33!-< as To: The ChiefExecutive OfBcers of Affected Tax Jurisdictions 0 Indicated on Schedule A Attached Hereto s^ s^ I g§ 0 ^ GO ".:-'^< Re: NewRochelle IndustrialDevelopment Agency sS > =n<; Monarch Development Company JV, LLC Project sj. w s§ n Ladies and Gentlemen: gs (»,.> txd I iff On Wednesday, January 20, 2021, at 7:30 PM, local time, at City Council Conference Room, 515 North Avenue, New Rochelle, New York, the New Rochelle Industrial Development Agency (the "Agency") will conduct a public hearing regarding the above-referenced Project and the financial assistance contemplated by the Agency with respect to such Project. Enclosed is a copy of the Notice of Public Hearing describing the Project and the financial assistance contemplated by the Agency. The Notice has been submitted to The Journal News for publication.

In accordance with Section 859-a of the Act, a representative of the Agency will be at the above-stated time and place to present a copy of the Company's application to the Agency, which application is available for viewing on the Agency's website at: h s://www. newrochellen . corn.

However, given the ongoing COVID-19public health crisis andrelated Executive Orders issued by Governor Andrew M. Cuomo, the Agency will not be able to accommodate any in- person public attendance or participation at the Public Hearing. Nonetheless, and in furtherance of the provisions of Section 859-a of the Act requiring interested parties be provided a reasonable opportunity, both orally and in writing, to present their views with respect to the Project, the Agency will provide public access for viewing offhe Public Hearing live on NRTV Optimum Ch 75, Verizon Channel 28 and on line at www.newrochellen . com/livestream. In addition, the Agency will provide public access for the submission of oral comments in real time via Microsoft Teams. Pleasenotify Lisa Davis at (914) 654-2189 or Idavis newrochellen . corn if you wish to speak at the Public Hearing by no later than January 19, 2021, 8:00 PM EST, and details for the submission of oral conmients will be provided to you. Finally, the Agency encourages all interested parties to submit written comments to the Agency, which will be included within the Public Hearing record. Any written comments may be sent to New Rochelle Industrial Development Agency, New Rochelle City Hall, 515 North Avenue, New Rochelle, New York 10801, Attn: Adam Salgado, Executive Director and/or via email to Lisa Davis at Idavis ewrochellen . corn, and written comments must be received by no later than January 20, 2021 at 10:00AM EST.

36 NOTICELETTER REGARDmG PUBLIC HEARIN@}^| ".. _ " ^8 ^f;^ January 8, 2021 %s%®iFr'

To: The ChiefExecutive Officers of Affected Tax Jurisdictions Indicated on Schedule A Attached Hereto

Re: New Rochelle Industrial Development Agency Monarch Development Company JV, LLC Project

Ladies and Gentlemen:

On Wednesday, January 20, 2021, at 7:30 PM, local time, at City Council Conference Room, 515 North Avenue, New Rochelle, New York, the New Rochelle Industrial Development Agency (the "Agency") will conduct a public hearing regarding the above-referenced Project and the financial assistance contemplated by the Agency with respect to such Project. Enclosed is a copy of the Notice of Public Hearing describing the Project and the financial assistance contemplated by the Agency. The Notice has been submitted to The Journal News for publication.

In accordance with Section 859-a of the Act, a representative of the Agency will be at the above-stated time and place to present a copy of the Company's application to the Agency, which application is available for viewing on the Agency's website at: h s://www.newrochellen .corn

However, given the ongoing COVID-19 public health crisis and related Executive Orders issued by Governor Andrew M. Cuomo, the Agency will not be able to accommodate any in- person public attendance or participation at the Public Hearing. Nonetheless, and in furtherance of Ifae provisions of Section 859-a of the Act requiring interested parties be provided a reasonable opportunity, both orally and in writing, to present their views with respect to the Project, the Agency will provide public access for viewing of the Public Hearing live on NRTV Optimum Ch 75, Verizon Channel 28 and on line at www.newrochellen . com/livestream. In addition, the Agency will provide public access for the submission of oral comments in real time via Microsoft Teams. Pleasenotify Lisa Davis at (914) 654-2189 or Idavis newrochellen . corn if you wish to speak at the Public Hearing by no later than January 19, 2021, 8:00 PM EST, and details for the submission of oral comments will be provided to you. Finally, the Agency encourages all interested parties to submit written comments to the Agency, which will be included within the Public Hearing record. Any written comments may be sent to New Rochelle Industrial Development Agency, New Rochelle City Hall, 515 North Avenue, New Rochelle, New York 10801, Attn: Adam Salgado, Executive Director and/or via email to Lisa Davis at Idavis newrochellen . corn, and written comments must be received by no later than January 20, 2021 at 10:00 AM EST.

37 SENDER:COMPLETE THIS SECTION COMPLETETHIS SECTIONON DELIVERY A. Signature Complete items 1, 2, and3. D Agent Print your name and address on the reverse X D Addressee so that we can return the card to you. B. Receivedby (Printed Name) a^p/ifDelivery Attach this card to the back of the mallpiece, or on the front if space permits. 1. Article Addressedto: D. Isdelivery address different from item ? D Yes IfYES, entgr delivety-aadress below: D No

'S t ; : '..i l^»' ""^' --1 ;\ The Honorable George Latimer :-:^ c^' 148MartineAve Westchester County Executive 3. Service Type D Priority Mail Express® a AdultSignature . ._ .. -»^nes!sterec!Mai!T White Plains, NY 10601 a AdultSignature Restricted Dsliveiy D RegisteredMall Restricted ifiedMail® _De]lvery. 9590 9402 5487 9249 8695 20 a Certified Mdl Restricted Deliveiy D "stum^ejptfor 2. Article Number /Transfer/m'"«'»""^'jk:" |Sas»-~^ g S^il RestrictedDeliver u R^rictedD'eiivery" "7aos~iiba ooaa bsii (over$500) Domestic Return P- .~t PS Form 3811, July 2015 PSN7530-02-000-9053

38 EXHIBIT B

[SEQRA Resolution No. 102-2019 Adopted by City of New Rochelle Planning Board on October 23, 2019]

Attached hereto

39

CITYOF NEW ROCHELLE, NEWYORK DEPARTMENT OF DEVELOPMENT PLANNING BOARD Members Present: Brown, Contreras, Dodds-Brown, Lipow, Me/vado, Pitocchi. Members Absent: Introduced: October 23, 2019 Adopted: October 23, 2019 Moved By: Dodds-Bmwn SecondedBy: Brown Abstained: None Opposed: None Passed- Unanimously PB 37-19 NegDec

RESOLUTION NO. 102-2019 11 Mill Road, Block 3180, Lot 1 WHEREAS.an:applicatio".ha8beenfiled by. NDAcquisitions, LLC.,for site plan approval to construct a 64 unitassisted living residence at 11 Mill Road (Block 3180, Lot 1)-in-an Rl^oic'Overi'aydiswS'a'n'd"'

srte is not located in a Crit'ca' vw;E^SLlhl8^n-^tem1inedthat thls. Environmental Area. and is an Unlisted Action underthe StateEnvironmental Quality Review-(SEORA)"process;"an'd"'w""" "'ca'

Board dedared itself Lead w^ws' lN^^O?.e"e.p!.aTmg ^ency ." connection with all processing phrl^ld ^inDS^Wngs'. to.?m^ lapp"Sant-. ?e-plann'. n?Board took this. act'o" P"reuant~to-§'8^ToTet/ie^. aoTt!;e°EZSl S^S!°;J.aw;^pmuJ^tolheregula^^ th®N^^ State0 S'^'Z"^ Conservation spedfically, 6 NYCRR Part617 (SEQRA Regulations)^"

oarel had the WHE^S^he. lR02e^ p

Res. No. 102-2019 Page 1 of 3

40 the intereectio" ^ North lmproye menfs_at Avenue and Wilmot Road. (iii) aesthetic impacts and landscaoin includ'ng. cr?ss'section drawin9s prepared at the Planning Board's diiwtioa'which showedItha't'"ihe'D°roje3 wou!dbe.belowthe residential area immediately to the east (iv)lighting, induding the appiicant's'proposSd'low "9h!l"?«fixturesL(v) nois®' indudin9 e recessed placement of any rooftop m®chanrcaTequSpm'enrt owav'S i; and WHEREAS'. based °"-'ts ana'ysis ofthe project- the Planning Board determined thatthe site plandid not have ?®J'otentialfor si?nifi(^"t adverse environmental impacts'and issued a Negative'Deciaralio'n'pureuant'to SEQRAin connection with its approval of the site plan at its September 26, 2dl7"meeting;and"< WHER^S'< erecord. aft®fcareful review and consideration of the Environmental Assessment Form (EAF) Parts 1

.throu?h. 3and related documentationsubmitted to th®Planning Board forsite plan approval, 'a'detemiirlation w?s-made£Lllrsua. ?-to§617-4°fth®SEQRA Regulations thatthe application will not have a'significant a'dveree impacton the environment anddoes notrequire the preparation ofan Environmental Impact Statement70"si: now, therefore, be H r- --... -... , -. ^/, S?.?hY^?(. t!!?.thi?..ac^°. n constit.ute8 an Unlisted Action under 6 NYCRR Part 617 of the SEQRA Re9ulatlons' whlch.. wi" not hav®a significant adverse impact on the environment'and'therefore'does^'nol 'wlul,rethepreparationofan Environmental Impact Statement (EfS). Thefollowing'are'the reasons'supDortSri determination:

LTh8_proposed aPPIicationwl" not Pose significant adverse negative impacts onthe characteror Quality of !mpoltent. h'8toriraLarcheologicaf' architect"ral. or aesthetic resources or'of'existing community cilarade'n includingbecauBe the site plan will provide significant landscaping to limrt direct sYreet vTev andbuiferabIrtti^g

Res. No. 102.5019 Page 2 of 3

41 residential properties, the project will be belowthe residential properties tothe east, andthe buildinas loadir and refuse handling areas have been located onthe farside of the building awayfrom the~resident'i£ to the east. 2. Thepropped actionwill notsignificantly impactexisting airquality, groundwateror surface water aualitv or quantity'. toaffic.or nois®lev81s- traffic Patterns, and will not result'in~a substantial increase'in'soiid"waste prod^onj)r disposal, or a substantial increasejn potential for erosion, flooding, leaching', 'or" s.jnduding because the project is a lowtraffic generator, whichwill notsignificantly'affwt theteveisi'of service atthe relevant intersections, the sitedriveway provides adequate site distance. ?.J?lp?-p?i!?J. ctlo,n?Lnot_'I®s!jltin th. ®creationof a materialconflict with the community's current plans or goals, as offidatly adopted. ora change in use or intensity ofuse ofland or other n'ah.iraTresources ir becausatheproj®?-co"forms to th®aPPljcabte zoning, and while the project will involve a'changeofuB'e'of'th^ prop®rty'which was formeriy. an active nursery, no significant adverse impacts are arrtteipated'in'connection with. th.te_change< includi"g .b®cau.®ethe Project wilFnot impact agricultural. open space','or'recreationai resourws. and the property has adequate capadty to serve the project, including available~sewer~and-vrater connections. 4. The proposed action will not create a hazardto human health, but. will, in fact provide a safeand secure residence for senior dtizens who are in need of such an environment. 5. The proposed action will not significantly impact vegetation or fauna, fish, shellfish or wiUlife significant habitats or threatened or endangered species, induding because the site has"al'read^1teen developed and served for many years as an acUve nursery. -L*I?T^-a^.^^

Dated: November _[2-, 2019 ^" ax E. Schwa , andfdate Planning Board Clerk F//ed rtffs om vember. 2019

City C TK

Res. No. 102-2019 Page 3 of 3

42 EXHIBIT C

[Proposed PILOT Schedule]

43 December 17, 2020

Via E-mail to [email protected]

Hon. Charles B. Strome III and Members of the New Rochelle Industrial Development Agency c/o Roisin Ponkshe IDA Economic Development Manager Department of Development City of New Rochelle 515 North Avenue New Rochelle, NY 10801

Re: Monarch Development Company JV LLC – 11 Mill Road (Section/Block/Lot 7-3180-0001), New Rochelle, NY

Dear Chairman Strome and Members of the IDA:

As you know, we represent Monarch Development Company JV LLC (“Monarch”) in its Application before your Board related to its proposed senior living residence at 11 Mill Road (Section/Block/Lot 7-3180-0001) (“Project”). Prior to the Public Hearing adjourned to December 22, 2020, please find enclosed the following documents:

1) A letter from PROCON, Inc., Monarch’s general contractor, regarding the nature of the Project.

2) A letter from Welltower Inc., an equity partner of Monarch, regarding financing for the Project.

44 Chairman Strome and Members of the IDA December 17, 2020 Page | 2

If you have any questions regarding these letters or our Application in general, please do not hesitate to contact me at [email protected] or at 914-220-9806.

Respectfully Submitted,

ZARIN & STEINMETZ

By: ______Maximillian R. Mahalek encls. cc: Monarch Development Company JV LLC

45 December 17, 2020

Monarch Communities Michael Glynn, Principal 85 Fort Greene Place Brooklyn, NY 11217

Re: Monarch – 11 Mill Road, New Rochelle

Dear Mr. Glynn,

We are writing in response to your question about the construction cost related to, and how many construction jobs would be created by, the proposed senior living residence at 11 Mill Road in New Rochelle, NY.

Based on input we have received from subcontractors in the New Rochelle area and our decades of experience of building similar facilities in New York and across the northeast, our site work and building construction cost estimate (including that work related to furniture, fixtures, and equipment) is approximately $24,200,000.

We estimate the project could create up to 300 full-time and/or part-time construction jobs over the duration of the project.

If you require any further information, please let me know.

Sincerely, PROCON

Dan Messier Sr. Vice President of Construction Operations

46 DocuSign Envelope ID: 597261AF-DF4F-4D6B-BEE8-337C84507086

WELLTOWER INC. 4500 Dorr Street Toledo, Ohio 43615

December 16, 2020

Hon. Charles B. Strome III and Members of the New Rochelle Industrial Development Agency c/o Roisin Ponkshe IDA Economic Development Manager Department of Development City of New Rochelle 515 North Avenue New Rochelle, NY 10801

Dear Chairman Strome and Members of the Board:

This letter is to confirm that alongside the benefits requested by Monarch Development Company JV LLC (“Monarch”) from the New Rochelle Industrial Development Agency (“IDA”) for the proposed assisted living residence at 11 Mill Road, New Rochelle, NY (Section/Block/Lot 7-3180-0001) (the “Project”), Welltower Inc. (“Welltower”) is committed to funding approximately 35-40% of the total costs to construct the Project. If necessary, Welltower will finance approximately 50% of such remaining total costs through a construction loan.

However, Monarch currently intends to obtain a separate construction loan for approximately 50% of the capital necessary to effectuate the Project, and its construction loan is expected to be finalized in early 2021. The remaining capital necessary to fund construction will be provided by Monarch.

Given Welltower and Monarch’s capital commitment, as well as their executives’ strong track record in senior housing and deep relationships with several banks, Welltower believes that, with the requested benefits from the IDA, the Project is financially viable and is anticipated to be successful.

Sincerely,

WELLTOWER INC.

By: ______Name: Mary Ellen Pisanelli Title: Authorized Signatory

47 Matthew J. Acocdla ZARIN DavidJ. Co

Re: MonarchDevelopment Company JVLLC-11 MWRoad (Sectwn/Block/Lot7-3180-0001), NewRocheUe, NY IDA A Ucation Materials

Dear Chainnan Strome and Members of the Board:

This Finn represents Monarch Development Company JV LLC (the "Applicant"), tfae contract-vendee for the property located at 11 Mill Road (Secrion/Block/Lot 7-3180-0001, fhe "Property") in the City of New RocheUe (the "City"). Enclosedplease find the AppUcant's submission to your Board for a preliminary inducement, together with the required $600 applicationfee. TheApplicant is makingthis submissionon tiie behalfof a to-be-formed special purpose entity to be controlled by the Applicant.

The Applicant is proposing the re-development of the Property with a state-of- the-art seventy-two (72) unit assisted living residence for seniors in need of assistance with activities of daily living, wifh a particular focus on those with memoiy-related challenges (the "Project"). The buUding'sdesign, Imrited at two (2) stories above a.basement level and with a pitched roof and stone veneer consistent wiA local neighborhood architecture, and significant landscaping, aUows the Senior Residence to blend into the community while providing much neededhousing for fi^il elders in the community. The SeniorResidence wiU be a moreboutique

Td: (914)682-7800 81 Main Street, Suite 415 www.2arin-rteuunet2.com Fax;(914)683-5490 WhitePlains, New %ric 10601 48 a ZARIN & STEINMETZ Chainnan Strome and Members of the IDA November 5, 2020 Page |2

and intimate environment relative to the larger alternatives in Westchester County, will generate 64 jobs wifhinthe local area, and is expected to generate $1,722,729 m property taxes over ten years withno addedschoolchildren.

We have already obtained zoning approval from the City Council, and the required Site Plan Approvals &om the Plaiming Boaid. In coimection therewith, both the City Council and the Planning Board issued Negative Declarations pursuant to the State Environmeotal Quality Review Act ("SEQRA") for the Project on January 17, 2017, September 29, 2017, and November 13, 2019, finding that the Project will not have a significant adverse effect on the environment.

We look forward to appearing before the IDA at your November 18th meeting to present this excitiog and iimovadve project. If you have any questions, please do not hesitate to contact me.

RespecttRiUyYours,

ZARIN & STEINMETZ

By: Z^Av^a^^. DavidS. Steinmetz ^ Daniel R. Richmond

Ends. ec: Monarch Development Company JV LLC

49 New Rochelle Industrial Development Agency City of ew Rochelle Corporation for Local Development 515NorfliAvaiue New RocheUe, New York 10801 (914)654-2185 Uniform JointApplication andProjectEvaluation Criteria*

* NOTE: AppBcants should notify NRTOA/CNRCLD staff of tteir intent to submit an appBcation no later than forty five (45) daysprior to proposed dateof NRJDA'sor CNRCLD's meeting to vote on the inducement of the Project. Completed appBcations shouldbe submittedto NRIDA/CNRCLDstaff no later than thirty (30) daysprior to such date.

Please respond to all questions in this Application for Fmancial Assistance (the "Application") by, as q»propriate:

. Fillingin Blanks; . Checkingthe Applicable Term(s); . Attaching Additional Text (with notation in Application such as "see Schedule C, Item #1, etc...); or . Writing "N/A", sigotfying "NotAppUcable". All attachments responsive to questions found in this Application should be clearly labeled and attached to the Application. If more space than allotted on tfais ^plication fonn is needed in rcspcniding to any specific question, please include your response as an attachment to this application. If an estimate is given, enter "EST" after the figure. If not submitted by eniail, one signed original and one photocopy of fhe Application (including all attachments) must be submitted. A non-refimdable application fee, as noted in Schedule A, is required at the time of submission of this application to the New Rochelle Industrial Development Agency (fhe "Agency").

At fhetime ofinducement, Transacdon Counsel may requirea dq)osit whichwill be applied to fees incurred and/or actual out-of-pocket disbursements made during the inducement and negotiadon processes, and will bereflected on their final statement at closing.

Acceptance of this Application for consideration does not constitute a commitmeat on fhe part oftheNRIDAorCNRCLD to undertake the proposed Project, to grant any Financial Assistance wiA respect to fhe proposed Project or to enter into any negotiations wifh r^pect to theproposed ProjecL Information provided herein will be posted on the NMDA and CNRCLD website and may be subject to disclosure for those requesting it under the New York Freedom of Infonnation Law (New York PubUc Officers Law § 84 et seq.) ("FOIL"). If the AppUcant beUeves fhat

50 a portion of Ae material submitted with this Application is protected 6cm disclosure under FOIL, the Applicant should mark tfae applicable section(s) or page(s) as "confidaitial" and state the applicable exeniption to disclosure under FOH-. However, regardless of such designation by the Applicant, the detemiination as to whether such infomiation is disclosable under FOH. will be made byAeNRIDA and/or CNRCLDin accordance wifh qiplicable law.

51 Company Name: MonarchDevelopment Company JV,LLC Owner: To-Bo-FonnedEntity Company Address: DBA: (incl. phone and email) 1359 HooksettRd, Hookaett. NH 03106 (917)596-9291; [email protected] SeniorDeddon Maker and Company Attorney Contact SIC/NAICS#: Info: (incl. phone and email) Michael Olymi, Vice President, Monarch Communities. (917) 596-929);mglynn@monarehcommunities. com I7a^^»«1 Tn *. DavidSteinmetz, Esq., Zarin&Steinmetz, (914) 682-7800; dstenmKtz@zarin-stemmete. com 85-2048518 MonarchDCV. Co. JV LC) Project Type: B NewDevelopment D Rehab D Commercial D Industrial D Refinance a Retail a Housing: si Senior a Affordable a Market Rate a Public Use

Address: 12Mal Road> New Rochelle, New York 10804 (the "Property") See Exhibit I Attached (Please attach a map highlighting fhe location ofthe project.) Tax Map #: 7.3180-0001

,. Rl-20 (One-FamilyResidence Zone); SC(Senior Citizen Zone)

DetaUcd Statement describing project (induding, but not Bmited to, land acquisition, construction of manufacturing fadlity, number of stories, total square footage- mduding allocation of square footage based on use in mixed use projects, unit nux-for residential rental projects), etc.):

See&chibitII, Item 1

61,467 GSF (incl. private rooms, common spaces, mechanical/ Total RentableSquare Feefc servicearea and back of house)

3.47 Acres; 61,467 gross sq. footage Property and BuUding Size of Completed Project:

52 UniformJmrtApplication and Project Evaluation Criteria

B Sales Tax Exemption D todustrial Revenue Bonds B Mortgage Recording Tax Exemption a Real Property Tax Exemption / Payment in Lieu ofTaxes (PILOT)

D Job Creation a Job Retention a ConimunityDevelopment a Qualityof Life a Re 'onall Si 'ficant D Developmentthat will attractother investment a Housin in downtownand/or Affordable units

2020 Year business was established:

Aufliorized to do Businessin NewYork if Foreign Conapany:Yesa Non

a Place Business Established: NewHampshire *See Exhibit4 Under Submissionof Three (3) MostRecent Annual Reports: Yesa Noa SeparateCover*

Statementand Status of Past Govenunent Incentives Received Indudingfrom the NIUDAand/or CNRCLD,ifAppUcabIe: N/A

Monarch Devdopment Company JVLLC ("Monarch ") is the contract-vendeefor the Property. PROCON LLCwUl be the desigii-builder of the f^wject and is an affWate of Monarch.

The Property itselfwill be ownedby a to-be-formedspecial purpose entity controlled by Monarch. Thisto-be- formed spedal purpose entity is to be reystered to do busimms in the State of New York.

53 UniformJdntAppIication and Project Evaluation Criteria

Form of Business Entity: a P>ublicly-held Corporation a Privately-held Corporation a LimitedLiability Company/Partaership a Sole Proprietorship D 501 (C) (3) or other Not For Profit Corporation

IntendedUse of FadBty: a manufacturing a warehousing a research DofBces a industrial a recreation a retail a residential atraimng a dataprocess a other N/A H"other, explain: Number ofExisting Employees atProject Site: °

Describe Green Building Technologies Intended for Fadlity: Describe green technologies that will be incorporated into the project constmcrion/reaovations in addition to the q>plicant's required compliance with energy efiScient standards (Energy Star) in equipment and lighting. If the applicant has elected not to incorporate Green Building technologiesinto theproject scope, pleaseexplain the basisfor suchdecision. SeeExhibit n, Itan 2

Proposed ConstoT iction Start aud Completion Dates: Start-Ql 2021; Completion Q3 2022 (15-18 months)

ExpectedDate of Occupancy: Q3-2022

D Ifniulti-phased: a. Total number ofphases anticipated:

b. Anticipated date of commencement phase:. month year (including demolition)

c. Approximatecompletion date of final phase:_month year

d. Is phase 1 functionallydependent on subsequentphases? Yesn NOD

54 UniformJmntAppUcation and Project Evaluation Criteria

Environmental Review: Hasthe requiredenvironmental reviewunder the State Environmental QualityReview Act (SEQRA)been completed? Yesa Noa See Exhibit IH H"yes, please attachaU documentation(e. g. enviromnental assessment fonn, eavironmental impact statement, findings and determinations of lead agency, to fhe extent applicable).

Nameof Project Ardiitect/Engineer/Confractor(if known):

SecExhibit H, Item 3

Project Team Background Please attach the followm : *SeeExhibit n, items 4-7* . If applicant is a developer and project is to be non-owner occupied, conqrosition of ^plicant's currentreal estateportfolio as of(he time ofapplication (including type of project and number of square feet or units owned and/or managed, if residential). . A copy of ati fhird-party commitments to provide financing (debt and/or equity) for die project; if none, two (2) bank references for Ae iqyplicant and each financial equitypartiier/member/shareholder/principal of the applicant. . If the Eqj plicant is an operatmg company intending to occupy and operate fi-om the project, financial statements for the past (3) three years prior to the time of application fiom applicant and each participating principal, partner or co-venturer, that includes the value of assets each participant would contribute to the proposing entity and verifications that such assets are available. The financial statement may also include any additional infonnation that will be useful in evaluating the qipUcant's financial reliability and past ability to finance projects. (If audited financial statements are not available, please provide certified financial statements. All statements, auditedor certified, shouldbe in accordancewith generally accepted accountingprinciples consistentlyapplied). . For applicant (including anypartner/member/shareholder/principal of, or co-venturer wifli, the applicant) and each member of the project team (e.g. architect, engineer, contractor, construction manager) a certified statement regarding any debarments, suspensions, bankruptcy or loan defaults on real estate development projects and/or government contracts. . For q)plicant (including any partner/Diember/shardiolder/principal of, or co-vCTrturer with, die applicant) a certified statement that all taxes, levies and assessments due and payable to tfae City of New Rochelle, the City ofNewr Rochelle School District and the CountyofWestchester are paid in full.

Financial Diformation (Please attach the followin ): *SeeExhibit n/, InduiKng Items Under Separate Cover * A detailed statement describing the expected equity requirements and anticipated sources of working capital and anticipated sources for financing the project, including construcdon that detail: . Existing county, city, school taxes (fi-om Assessor's OfBce) . Estimated taxes after unprovements (from Assessor) . Sources and Uses 4

55 UniformJuntApplication and Project Evaluation Criteria

o Itemized by source and amount of all proposed sources of funds to pay all project costs (this must include the amount of cash equity to be invested by tfae applicant (including equity attributed to grants/tax credits) and the amount to be borrowed, including bank financing and any tax-exempt and/ortaxable bond financing) o Terms and conditions for all sources (e. g., affordable housing terms by leader, if any) 10-15-20-30-yearoperatmg-pro-fomia (use # of yearsper length ofrequested PILOT) Budget/Income and Expense Statement/Rent Roll o Detailed development (hard and soft costs) budget (this inust also inchide all capital costs including costs ofreal property and equipment acquisition, building construction or reconstruction costs, includmg those financed finm private sources, and an estimate of the percentage of costs financed fii>m public sector sources, including the sum total of all state and federal grants andtax credits) o Construcdontimeline o Detailedoperating budget o Income and expensestatement o Projectedrent roll

56 UniformJuntApplication and Project Evaluation Criteria

Current Real Property Tax Assessment Qand and total) of Project Location: $ $56,000

Projected Real Property Tax Assessment of Completed Project (apply existing equalization rate t» value) without PILOTBenefit: $ $416. 087. 80 Requested Duration ofProperty Tax Exemption: 10 ears.

Proposed PILOT Schedule:

PILOT % Totel FuUTax Net Year Payment PILOT Payment Exemption w/o PILOT 1 90 $374,479 $416, 088 $41,609

2 90 392^64 7

3 55,653 9 J 38,913 4 317,420 53?5"8- Tr36, 037 5 60 $277,516 462, 527 $185,011 6 50 $235,889 71, 777 $235, 889 7 240,606 ^13 240,606 8 50 245.419 0,837 $245,419 9 50 $250,327 500,654 $250, 327 10 5 $255^24 $510,667 $255, 334 11 12 13 14 15 16 17 18 19 20 TOTAL 2,944,908 ^,667, 637 S1.722.72S

IDA PD.OT Benefit: NRIDAstafiF will evaluate the amoi based on estimated Piuject Costs as contained herein and anticipated tax rates and assessed valuation, including the amiual PD-DT benefit abatement amount for each year of the PILOT and the sum total ofPILOT benefit abatanent amount for the term offhe PILOT.

57 UniformJointApplicafion and Project Evaluation Criteria

Sales and Use Tax Exemption Benefit: fNO'l'K: as of die date of this Application the sales and use tax rate in the City ofNew Rochelle is 8.375%); Estimated Total Project Cost: $ 3<>.713. 8<>7

Estimated Value of Salra Tax Exemption for Building Materials' Cost (FaciUty Construction): $ 701'354

Estimated SalesTax Exemption for Fixtures and Equipment: $ 96, 597

Estimated Duration of Sales Tax Exemption: 14-i8Months

Mortyaye Recording Tax Exemption Benefit: FNOTE: as of the date of (his Applicationthe mortgage recording tax rate in the County of Westchester is 1.30% of the principal amount of the mortgage, but the maximum amount of mortgage recording tax exemption that the NMDA can provide is 1.00%^:

Estimated Value of Mortgage Recording Tax Exemption: $ 194380

Industrial Revenue Bonds Benefit: a IRB inducementamount, if requested: N/A PercentasejiLErQiectXlosts financed from PuhMcJSjisctiwrJSpurces:

N/A NRIDA/CNRCLD staff will calculate the percentage of Project Costs fiiianced fi-om Public Sector sources based upon Sources and Uses as dq»icted above under the heading "Required FinancialLrfonnation" of this Application.

58 UniformJointAppMcation and Project Evaluation Criteria

NOTE: It is the policy of the NRIDA and the CNRCLD to encourage, where feasible, the use of local labor and the payment of the area standard wage during construction of projects. In addition, the NRIDAand the CNRCLDhave adopted the New Rochelle Economic Opportunity and NondlscriminationPolicy which is applicableto all projects receivingfinancial assistance from the NRIDAand/or the CNRCLDfromand after the adoption of that policy.

# ofjobs at FINANCIAL FINANCIAL stimate number of reposedproject SSISTANCEIS SSISTANCEIS idents of the Labor ocationortobe RANTED- RANTED- arket Area in which elocatedto project reject the mnnber roject the number e Project is located ocation fFTE and FTEjobs fFTEandPTE hatwiUfiUfheFTE o be RETAINED 'obs to be nd PTEjobs to be REATEDupon reatedupon THREE EYears after Years after Project 'ect corn ledon 'OD3pletion uU time N/A 64 64 TE art Time PTE) N/A

otal 64 64

Estimated Number of ConstructionJobs to beCreated as a Result ofthis Project: 300

** For purposes of this question, please esdbaiate the number of FTE and PTE jobs that will be filled, as indicated in the third column, by residmts of the Labor Mariset Ilegion, in the fourth column. The Labor MarketRegion includes , Westchestcr, RocMand, Putnam, Dutehess and Ulsta- counties.

Satarv and li'rinpe llp.nefits fnr.Tnhs An he Iletained and/nr C'reated*

egoryof verage ualized Average verage Fringe obs to be stimatedAnnual alary Range fcstimatedAmiual enefitsorRangeof etainedand alaiyofJobsto fJobsto be alaryof Jobs to ringeBenefits ated e Created reated e Retained

anaganent 2 $110K-$180K N/A $20,000

rofessional 13 $60K-8SK N/A $15,000

dinuusteative 3 $40K-$48K N/A $15,000

roduction 46 $40K-$48K N/A $15,000

59 Uniform JmntA lication and Pro'ect Evaluation Criteria dependent ontractor ther

SeeExhibit D, Item 8 attached

60 Uniform JointAppUcation andProject Evaluation Criteria

The NRH3A is required by state law to make a detennination that, if conyletion ofa Project benefiting fi-om NRIDA Financial Assistance results in Ae removal of an industrial or manufacturing plant of the project occupant fi-om one area of the state to another area of the state or in the abandonment of one or more plants or facilities of die project occupant located within the state, NRIDA Financial Assistance is required to prevent Ihe project occiyant fi?om relocating out of the state, or is reasonably necessary to preserve the project occupant's competitive position in its respectiveindustry.

Will the Project result in the removal of an industrial or manufacturing plant of fhe Project occupantfrom one area of the stateto anotfaerarea of the state?

Q Yes or @ No

Will fhe Project result in the abandonment of one or more plants or facilities of die Project occupant located withm the stote?

DYesorg No If Yes to either question, explain how, notwithstanding the aforementioned dosing or activity reduction, the NEUDA'sFinandal Assistance is required to prevent the Project from relocating out of the State, or is reasonably necessary to preserve the Project occupant'scompetitive position in its respectiveindustry: N/A

10

61 UniformJimrtApplication and Project Evaluation Criteria

Please confirm by checking the bo3E, below, if it is likely that the Project would be undertaken without Financial Assistance from the NREDA?

I Yes or r?1 No

If the Project could be undertaken without Financial Assistance provided by the NRIDA, then provide a statement in the space provided below indicating why the Project should be undertaken by the NRIDA: N/A"

The AppKcant understands and agrees with tbe NMDA and the CNRCLD (herdnafter, the "Agency^ as follows:

B Job Ustin s: In accordance with Section 858-b (2) of the New York General Municipal Law, the Applicant uadffstands and agrees (hat, if the Project receives Financial Assistance fi-om fhe Agency, except as ofherwise provided by collective bargaimng agreements, new employment opportunities created as a result of the Project will be listed with the New York State Department of Labor Commumty Services Division (the "DOL") and with the administrative entity (collectively with the DOL, fhe "JTPA Entities") offhe service ddivery area created by the federal job toaining partnership act (Public Law 97-300) ("JTPA") in whichthe Project is located.

H First Consideration for E lo eat: In accordance with Section 858-b (2) of the New York General Municipal Law, the Applicant understands and agrees fhat, if the Project receives any Financial Assistance fi?om the Agency, except otherwise provided by collective baTgainmg agreements, where practicable, the Applicant will first consider persons eligible to participate in JTPA programs who shall be referred by the FTPA Entities for new enaploymentopportumties createdas a result offheProject.

B Annual Sales Tax F' ' s: In accordance with Section 874(8) of fhe New York General Mimicipal Law, the Applicant understands and agrees that, if tfae project receives any sales tax exemptions as part of the Financial Assistance j&om the Agency, in accordance wifh Section 874(8) of the General Municipal Law fhe Applicant shall file, or cause to be filed, wilfa fhe New York State Dq»artment of Taxation and Finance, the Aimual fonn prescribed by the Department of Taxadon and Finance, describing the value of all sales tax exempdons claimed byfhe Applicant and all consultants or subcontractors retained by Ae A^licant.

B Annual Emplo-yment Reports: The Applicant understands and agrees that, if the Project receives any Financial Assistance fiom the Agency, the AppKcast shall file, or cause to be 11

62 UniformJomtApplication and Project Evaluation Criteria

filed, with fhe Agency on an annual basis, reports regarding the number ofpeople employed at theproject site.

n Corn liance with N.Y. GML Sec. 862 1 : Applicant understands and agrees that the provisions of Section 862(1) of the New York General Municipal Law, as provided below, wiUnot be violated if Financial Assistance is providedfor the proposed Project:

§ 862. Restrictions ou funds of the agency. (1) No funds of the agency shall be used in respect of anyproject if the completion fhereof would result in the removal of an industrial or maaufacturmg plant of the project occiqiant fiom one area of fhe state to anofherarea of the stateor iathe abandonmentof one or more plants or facilities ofthe project occwpantlocated within tfae state, provided, however, that neither restriction shall apply if the agency shall determme on the basis of the applicationbefore it that the project is reasonablynecessary to discourage the project occupant fi»m removing such other plant or facility to a location outside the state or is reasonably necessary to preserve the competitive position of the project occupant m its respective industry.

s Corn liance with licable Laws: The ^pUcant confirms and acknowledges that the owner, occupant, or operator receiving Financial Assistance for the proposed Project is in substantial compliance with applicable local, state and federal tax, worker protecdon and eaviromnental laws, rules andregulations. n False and Misleadin fafomiatiair The Applicant confirms and acknowledges that Ihe submission of any knowingly false or knowingly misleading infonnation may lead to the immediate termination of any Fuaancial Assistance and the reimbursement of an amount equal to all or part of any tax exemption claimed by reason of the Agency's involvement the Project.

OB Absence of Conflicts of Interests: The Applicant has received firum the Agency a list of the members, ofGcers and employees of the Agency. No member, officers or employees of the Agency has an interest, whether direct or indirect, in any transaction contemplated by this ^plication, excq)t as herein described: N/A

n Reca ture: Should the Applicant not expend as project or hire as presented, tfaeAgency may view suchinformation/status as failingto meet the establishedstandards of econoinic performance. In such events, some or all of the benefits taken by the Applicant will be subjectto recapture.

12

63 UniformJomtAppfication and Project Evaluation Criteria

STATE OFNEW YORK ) COUNTyOF WESTCIIESTER )ss.: / ^4. '^T&^VfS beingfirst duly swom, deposes and says: 1. That I am the ^^r-iw{ Ofv '^^ (Corporate Office) of r'^. 0?V^. b y^.^ (^^ .. ^-S U. -. (Applicant) and that I am duly authorized on behalfof the A{g> ican to bind the Asplicant

2. That I haveread the attachedApplication, I know die contentsthaeof, andthat to (he best of my knowledge and belief, this Applicatio nd the contents of this Applicationare true, accurateand complete.

(Signature ofOfficer)

Subsmbedand affinned to meundCTpaialtics ofpeguiy thisjffiday ofAh^smte^ . 202^

otaryPu lie)

TRACYA. RUSSO Na"6TBUe364241^

13

64 Uniform JoiatApplicatiou andProject Evaluation Criteria

Descriptionto addressone or more ofthe following concepts:

(a) The economic need for the City ofNew Rochelle to have the q)pUcant Femain in or locatewithin the City, (b) Theeconomic, charitable, cultural or other contributionthat the applicantwiU provide to the City and its residents if the application is granted; (c) The extent to which receiving NRTOA or CNRCLD benefits adds to fhe viability ofthe applicant concerning any activities within the City, (d) The extent to whichgranting die applicationwill improve the qualityof life to residents in the City, (e) The extent to which granting the application will complement existing business developmait in the City, includingrevenue production andrevitalization metrics; and (f) Projected growth in the City based on econometric or other professional standard model for econoinic impact.

14

65 Uniform JointApplication and Project Evaluation Criteria

Backr round, ('credit anil I^itifration Review Authariy. ation FoFm

I give, coiiseiil and aulhorixe lo the New Rocheltc Industrial Duvcloprnuiit Agency and/ur the City ol' New Rochclic Corporation for JAical Devclopincnt, including thuir nsspectivc officers, directors, affiliates, agents and represcn(atives (collecKvdy, the "Agency") (lie riglit to uontuct and obtain information from all references, crcilit rcportiiig compaities, niianciat institutions, governmental agencies or departmciits, and other agencies regardingmy creditworthinessand back^ouiid and to otherwise verify tlie accuracyof the information that 1 have provided in niy application or odicr infonnation which I have provided to the Agcticy for the purpose of applying for financial assistance. In connection willi my application for financial assistanw with the Agency, I understoind tliat investigative backgmiind inquiries inay be requested and ublainud, including credit and criininal background history infomiation. I hereby release fmm liability tliu Agency and its agents, employees and repryswitativcs for seeking, gathering, and usiiig such infonnatioii aiid all other persons, ctiqxiratioiis,or organi/Ationsfor furnishingsuch infamiation.

I shall Ctwperate with the roasonable requests madu by die Agency in ctiniiection vnth obtaiiiing and completing the biickground, uredit and litigation review process ref'cfenced licrein. I agi-ec to by responsible for the cost of such background, credit aiid litigation review and agreelu reimbufscthe Agency lor such expenses.

'lliiii aiithori/jrtion shall be |wrpetuat aiid shall reniain in full Force and uffwt unless revoked by inc in writing to the Agency. My revocation shall not afTcct in any way or niannw any activities of the Agency in accordance with tiiis auttuirization that occur or in process oil or beforethe datethat the Ageiicyreceives iny written notice ol'nsvocatiun ol'this authorixatiun.

u^ //

/4^&<2^^ ^. '7&&7^ Print Name

15

66 UniformJiuitAppKcataon and Project Evaluation Criteria

Application Agreement

In coaisideration ofthe NRD5A and/orfile CNRCLD reviewing this ^plication, applicant hereby releases New Rodietle Industrial Development Agency and fiie City of New Rochelle Corporation fw Local Development and the members, officeis, servants, agents and anployees respectivejy thereof (collectively, the "Ageiuy") from any claims, md agrees tfiat fhe Agency shall not be liable for and agrees to indemnify, defeid andhold the Ageicyharmless from and againstany and all liabilhyarising from any acts or om'ssions of tfie Agency by reason of (A) the Agency's examination and processing of, and action pursiiant to or upon, the attached Application, regardless of whether or not the Application or the Project describedtherein or the tax exemptions and other assistance requested therein are favorably acted upon by tiie Agency,

/4^y», *^- (Applet) B^G^-^. T^ Name: /^A£-^ M. T&fTe^, Titie: ' s-^^ff. .t^' <3y<'/fis-<

dayofft/Orfian 2020. s^& eu^T

TOACYA. RUSSO NotaiyPublic. jBtateofNew York No. 01RU6364241 QuaBfiedin WesttrfiesterCounty Commisa'on Expires9/11/20S

16

67 New RochcUe Industrial Develo mentA enc /Ci ofNewRochelle Cor oration for Local Develo ment Fee Structure

ApplicationFee: $600

Public Hearing Notification Fee: $150-250 (est.)

Annual Compliance pirocessing fee: $1500 . Confirmation of insurance . Compliancewith PILOTpayments (if applicable) . Salestax exemptionreporting . Job status - # ofjobs created, retained . Bond status (if applicable)

Administrative Closing Fee(s): TaxabIe/TaxExempt Bond and StraightLease Transactions Sliding Scale: . % of 1% of total project costs on the first $10 inillion . % of 1% oftotal proj ect costs in excess of $ 10 million

MISCELLANEOUSFEES: TYPE AQNIMUM AMOUNT DocumentProcessing $750.00 - $1,500.00

Extension of Inducement $250. 00 $500.00 Amendments, waivers, assignments, leases and subleases, etc.*

Consent, 2ndMortgages and other Setby Board on a caseto Financings case basis Refinancing ofBonds* ',2 of 1% of the outstanding bonds, plus the applicableAdmimsto-ative Closing Fee as scheduledabove for new money

Assuinption of Outstanding Bonds* 1/8 of 1% ofthe outstanding bonds plus the applicable AdministrativeFee Closing as Scheduledabove for new money

Termination Fee $500. 00

68 EXPENSES: All expensesincurred by NEUDA and/or CNRCLD (i. e., notices, coiirtrecorders, meeting rooms, etc.) shallbe forthe account of the applicant. All underwriting,tiiistee, legal andother expensesfor Ac issuingof (he bonds, notes, or straight leases shall be for the account ofthe applicant. Each transaction is reviewed for its complexity and these fees are subject to an adjustment at the discredon ofNRIDA and/or CNRCLD.

69 "^ -4

70 10/17/2018 Westchester County GIS:: Tax Parcel Maps EXHIBIT I Tax Parcel Maps

Address: 11 Mill Rd PrmtKey: 7-3180-0001 SBL: 0000073180000001 ..^:"' \:y' ^ " ' '. ' "^y '..,.^"';.

y

. M-- ^'^ ' ' \ v . -^^:> I! .^ ^^s, -f. ^- r., 1-,. A;1^.^ ^-..'^ ^ ^y>I^K:^^ -r^, '>-<^^^\

TTiistax parcel map is provided as a publicservice to WestchesterCounty residentsfor general informationand planning purposes only, and should not be relied upon as a sole informationalsource. The County ofWestchester hereby disclaims any liabilityfrom the use ofthis GISmapping system by any person or entity. Tax parcel boundariesrepresent approximate property line location and should NOT be interpreted as or used in lieu of a survey or property boundary description. Property descriptionsmust be obtainedfrom surveys or deeds. Formore information pleasecontact the assessor's office ofthe municipality. https^/gisvww.westchestergov.com/taxmaps/layout.aspx?r=NER143140 1/1

71 72 EXHIBIT H SUPPLEMENTAL INFORMATION NMDA UNIFORM JOmT APPLICATION AND PROJECT CRITERIA MONARCH DEVELOPMENT COMPANY JV LLC

1. Pro'ectDescri tfon

With the assistance ofthe NewRochelle Industrial Development Agency (or "NRIDA"), Monarch Development Coiiq>any JV LLC (the "Applicant") stands ready to convert the propertypreviously known as Cooper's Comers nursery and garden center at 11 Mill Road, NewRochelle, NY (Section/Block/Lot7-3 180-0001, the "Property")into a state-of-fhe-art 72-unit assisted living residence ("Senior Residence" or "Project") for individuals in need of assistance with activities ofdaily living, with a particular focus on seniors withmemoiy- related challei^es. The Project will restore hannony to the surroundmg community by returning the Property to residential use, fulfill Ae general puipose and intent of the City ofNew Rochelle Zomsg Ordmance ia theapplicable Senior Citizen Distnct (Section 331- 85), and provide a much needed senior housing option in New Rochelle. The Property consists of approximately 3.47 acres and is located on the outskirts of a residentialdistrict at the intersectionof Mill Road,North Avenue, andWilmot Road. The Property is in the Rl-20 single-faniily residential distiict with a Senior Citizen District Overlay and was previously used as a commercial garden center as a pre-existing, legal nonconfonning use. To the west of the Property is the Parkway, to the east is &e luxury, gated, age-restricted Kensmgton Woods conimunity, and across tfaestreet are two large religious centers. hi connection with the Project, the Applicant is improving the Mill Road/NorfhAvenue intersection to allow for pedestrian crossing along ati tta-ee legs of the intersecdon, among other mq)rovements, and is providing an art betterment, pursuant to New Rochelle Zoning Code Section 332-120. 1. This Application is being made by Monarch Development Company JVLLC - a VCTdcally- integrated senior housing developer and operator with award-wimung afifiliates in design- build and investmg. The boudque size of the proposed Senior Residence allows for the "small house" approach ofmemory care, providing a safe and secure home andcustomized services for its residents. The Senior Residence wiU be approximately 61,500 gross square feet, with two floors and a lower level service area. All required land use and zoning approvals for the Project have been obtained, and the Project is projected to be completed in 14 to 18 months after a Building Permit is issued.

73 2. Green Buildin Technolo lcs The Applicant has included stonnwater planters, a subsurface infiltration system, and porous paving within the proposed parking areas and sidewalks to enhance stormwater quality and reduce runoflf. The Project will utilize some of the sustainable features included in LEED-cerdfied buildings. Among the features anticipated to be incorporated into the Project's design and construction are as follows: 1. Sustainable Sites: reuse of an undCTutilized property, alternative transportatioil, stonnwater quality control, a roofdesigned to reduceheat island effect, andreduction of light pollution. 2. WaterEfficienc : plant water efiGcientlandscaping, and wateruse reductionthrough low flow fixtures. 3. Ener and Afanos here: optimizing energy perfbnnance. 4. Materials and Resources: storage and collection of recyclables, construction waste management, and use of materials with recycled content and regional materials. 5. Indoor Enviromnental i ; control enviromnental tobacco smoke, use of low emitting materials, and controllability ofhearing and lighting systems. 6. Innovation and Desi Process: specify LED lighting, create active/healfhy living activities. Green Housekeeping conto-act with an appropriate cleaning company, and unplement healthy site aiidpest management practices. 7. Re ional Priori Credits: stonn water quality control, and optimize energy performance. In addition to the above features, fhe Project will incorporate selected features ofthe WELL Building Standard. Among the features anticipated to be mcorporated into the Project's designare as follows: 1. Fundamental Air iiali : Smoke-Free Environment, Ventilation EfiGsctiveness, Fundamental Water Quality, and Water Contaminants. 2. Nourishment: Fruit and Vegetable Availability, and Nutritional Transparency. 3. Light: Light Exposure and Education, Visual Lighting Design, and access to appropriate levels oflight in the indoor environment. 4. Movement: Active Buildings and Communities, and Visual and Physical Ergonomics. 5. Thermal Comfort: Tliermal Perfonnance. 6. Materials: Prohibit use of asbestos, mercury, lead and other hazardous materials. 7. Mind- Commit to maital health promotion; promote mental health literacy; provide access to naftire through numerous pathways through the gaidea and exposure to naftiral elements inside the building, tb-ough the use of a green wall. 8. Communit : Promote health and wellness education.

74 3. Pro'ect Architec En 'neer & Contractor

Project Architect;

Erik Anderson, AIA JALArchitecture andEngineering, P. C. 1359 Hooksett Road Hooksett, NH phone: (603) 518-2258 e-mail: eanderson@jalarcheng. com Project Engineer: Diegovmareale, PE JMC Plamiing Engineermg Landscape Architecture & Land Surveying, PLLC 120Bedford Road Aimonk, NY 10504 phone: 914-273-5225 e-mail: dvillareale@jmcpUc. com

Project Contractor: Chris Alvino PROCONLLC 1359Hooksett Road Hooksett, NH03106 phone: (603) 518-2258 e-mail: calvino@procoiiinc. com

4. Pro'ectTeam The Applicant is Monarch Development Company JV LLC ("Monarch"). The Project's design-buUder,PROCON LLC, is an afBliatedcompany of Monarch. The Property itself will be owned by a to-be-fonned special purpose entity controlled by Monarch. This to-be-fonned special purpose entity is to be registered to do business in the State of New York.

^yr^ rr.1. Timnir mnnawtli r*'rh»nmiTn i in AO /»rk»n^

Monarch develops, operates, design-builds (wifh its affiliate, PROCON LLC), and owns senior livmg comnumities. Its vertical integrationis imprecedented in the seniorhousing industry. Monarchis a new seniorhousing brand founded by a group ofindustry veterans with decadesof experiencewho are passionateabout bringing innovation to die industry. Prior to this venture, Monarch's leaderships' experience included three dififerent senior housingbrands and overseeingfhe development, design, and operations in over 30 senior living properties across eight states and approximately 4,000 units.

75 PROCONLLC www. roconinc. com PROCONLLC is an 85-yearold family-owneddesign-buUd firm. with deqp experience in the hospitality and senior housing business. PROCON LLC has been acdve over the last decade designing and buildmg numerous senior living properties across the Northeast, mcluding in New York. Below is a sample of recognitions PROCONLLC has received over the past year.

Business NH Magazine 2020 Best Companies to Work For 2019 ABC NH/VT Excellence Excellence- Design-Buildfor Assembly Row Award Mixed-Use Development, Somerville, MA 2019 ABCNHfVT Excellence Excellence- Industrial/Manufacturingfor Rand- Award Whitney, Worcester, MA 2019 ABC NH/VT Excellence Merit - Design-Buildfor Pro StarAviation Hangar, Award Londonderry, NH 2019 ABC NHA^T Safety Award Most Creative Construction SafetyAward 200, 000 Personnel Hours 2019ABC NH/VTSafety Award Second Place Construction Safety Award 200, 000-300, 000 Personnel Hours

5. Bank References PHILIPC. COHEN Senior Vice President, Commercial Real Estate 325 State Street | Portsmouth, NH phone: 603.334.6705 mobile: 603. 767. 1395

Corey Rosenfield M&T Bank VicePresident, New EnglandCommercial Real Estate 280 Congress St. Suite 1300 | Boston, MA 02210 phone: 617.457.2017 mobUe: 617. 549.4569 e-mail:crosenfield@mtb. com

76 6. Statement of No Debar eats

Neither die Applicant nor any owner or cun^ent employee of Applicant or its sponsor membershaving management control hashad any suspensions,debacments, or bankruptcy on anyreal estatedevelopment projects and/orgovernment contracts.

MONARCHDEVELOPMENT COMPANY JV, LLC

B ; U. A. \... Name:/1^<-> /i^. 'TS£T ef Title: ^uT^^z/2^6 ^?^KL£/^ SWOTDto before me this ^Sjay ofNovember, 2020 TRACYA. RUSSO Notary Public. State of NewYark No7o:l'RUW64a41~ r.. > ^ QuaBfied in Westchester County NotaiyPubHc Commission Expires9/11/20_

7. Statement Re rdin Taxes All taxes, levies, andassessments currently due andpayable to the City ofNew Aochelle, the City ofNew Rochelle School Disfarict, andthe County ofWestchesterare paid un full for thepropaties which are the subjectof this application. MONARCHDEVELOPMENT COMPANY JV, LLC By: <^ . ' , Name: 4/ol^r^ M.^Ss-Tt^ Title: ^i-T+fc.^^^ w^i^iL.

Swornto before me this ^aay ofNovember, 2020 'TA- ^^&J^Ua^r- 7Notaiy Public

TRACYA. RUSSO Notary PublicJStete of NewVbik No. Qualified in Westehester CouQty Commission Expires 9/11/20££

77 8. Need for Incentives

The Applicant is requesting approximately $797,951 in Sales Tax Exemption ($701, 354 for Buildings Materials' Cost and $96, 597 for Fbctures andEquipment) and approximately $194, 580 for the Mortgage Recording Tax Exemption. In addition, the Project seeks a PH.OT with net benefits of $2,944,908 over 10 years. The Applicant needs financial assistanceto meet certainthresholds to ensurethe Project attracts adequatefinancing. It is noted that the group that previously appeared before the NMDA (applicant ND Acquisitions, LLC) was not granted die benefits that would have allowed for investment fhresholdsto bemet andsubsequently decided to no longerpursue the Project.

Thesenior housing industry has shifted sigmficantly since this Project began fhe pemutting process in 2016 and first appeared before the NRIDA. There are new pubUc health standards that impact design and stafGng, which have significant benefits but also additionalcosts. Furthermore, constmction loan financinghas become more challenging and tenniual cap rates have increased, thereby reducing the projected end-value of the property. In addition, the Applicant intaids to go beyond even the latest standards by pursuinga WELLBuilding Certification, as described in the Green Building Technologies Section above.

This Project's attainment ofNMDA benefits is necessary for the Project to attract the equity, mezzanine, and construction loan financmg necessary to start construction and bring the Project to success.

9. Wh should the Pro'ect be Undertaken bv the A enc'

The Applicant's leadership and affiliated companies have the development, design, constmction, operational, and long-term ownership experience that sets it apart in the senior living industry in its ability to deliver a successfiil project. With this vertical integration, the Applicant can woric seamlessly and has every incentive to hold each stakeholder accountable and strive for excellence.

Theend-product will be a stuonmgsenior living residence mcorporating the most advanced health andwellness design and operations andwill deliver significantecononuc benefits. The Senior Residencewill generate approxuaately 300 constructionjobs over the year- plus building period; pennanentjobs generation will be roughly 64 fuU-time equivalent jobs paying $3. 5 million in annual salary and benefits. In additioii, there will be an estimated $150,000 spent on local goods and services. The Senior Residence wiU be a significantproperty taxproducer over the long-term andhave minimal needs formunicipal services, particularlybecause there will be no school children added.

78 The Project is consistent with the New Rochelle Comprehensive Plan's overall objective to encourage a "balanced variety of housing types, sizes and densities, consistent with the character of existing neighborhoods. " See Comprehensive Plan, p. 59. The Project also serves the identified need in the Zoning Code to provide proper multi-family housing to the City's senior citizens. See Zoning Code § 331-85. The need for senior housing in New Rochelle is especially salient as Ihe population of seniors aged 75 and older in the City and its surrounding area is projected to drastically increase with the agmg "baby boom" generation in the coming years, far surpassing the region's current supply of senior housing.

The Applicant looks forward to workmg in full cooperation with the NMDA to complete this Project, which will serve as a great benefit to the New Rochelle community, both economically and socially.

79 80

CITYOF_N^ ROCHELLE, NEWYORK DEPARTMENT OF DEVELOPBflENT PLANNING BOARD Menders n'essnt: Bromi, Contferas, Dodds-Biwwn. Upow. Mwaa

RESOLUTION NO. 10^20 9 11 Mffl Road, Block 3180, Lot 1 WHEREAS'. mapplfcauo"has. beenfited ^ND Acquteltions, LLC..for sto plan approval toconstruct a 64 unitassisted nvingresMence at 11 URoad(ilock3T8o7LoTl)^~anR1^'C'ci^3stri^?^^^^ WH,EREA®Llh"-.bewdaterm'ned thatthl8. ste te "ot located in a Critical Environmental Area. ancf» an UnUstedAcb-on underthe State Environmental Quality Review (SEQfM) proc s;"and" WHEREASf 58-Newl?)che'te piannin9 Board dedared Itself Lead Agency in connectfon wtth aU i proceduresL(totwminauon8 andfindlnOB-. to to Tnadeor conducted wfth respertto'the'slt ^SP!£t-. I;e.p!annll8 BW? to? iBAdon p"^"t'^§'Mi^^m. ~oT&a'E;^^nS! ^sew?!onJ^, OTAP^^JtoJte^d^OTS.Promd9atedw ^ the Nw ^< State" De'partmmtTf ConseivaUon speciRcalfy.6 NYCRRPart 617 (SEQRA Regulations): md WHER^SLthe_New 'toch^te ptarlnin9 BMrd ha8 hadth® opportunity to reviewthis matter on ^sto^^onDeoOT^20'2016-^en e^"MntP^"^te^planupo^^^^ ^ISn^ot^S^thecomd''8w^der^rfMn^am^me^^^^^^ WHEREA81_fo"owing the_clty counaTS adoption of zoning amendments that enable the project to be ?SI?IS£?"a?desite' °" wabout July 10- 2017'the aPplica"tfo""ally applied to'the'nannhig Bo25~fo?sIS WHEREA?'fteAPP"ca"t Panted the site plan to tfw Planning Board at Us July 25, 20171 !!me th8.plan"m8.B ardateo helda pubRC hearin8 on fte site plan appiiCTBon and rareftdly ev^ua£dU»'Ste p!OTjJndudi_ng_tt!e. plq'ect'8Pote"tial frafflc lmpad8-which are low. Fndud^ be(au8e'resfdCTte'^e''sen;S s; and

^^s^ei^"d^onhe-^t2 s^1Lme^ the plann!"9 Boud. directed the applicant to , pedesbi'an safety, aesthetic impacts and landscaping. I », and noise aiaatement; and WHEREA?-'-th8p"bnchearing.onthe matt®r co"«"u®d at the Planning Board's September 26. 2017 i £iwtowhlgte dSureLulepIannin9 Bo^ensafliedin furtheranai^te'of he s'fto'plan. 'indLdinfl;'bS"n5 !!m!ted-toi .lhe,

Raa. Nft, 102^018 Page lcf 3

81

1softhe WHEREAS'.tes8do"JteanaIy8 pmfeetl the planning Board determined that the site pten did not have 51eJwte"BaLfor8ten"ca. "tadver8e ®nvfronme"tel. Impads'and issued a NegaKve Deciarafionpureuantto SEQRAIn connection with its approval ofthe site plan at te September28, 2017meefing"; and' WHEREAS'. e record. ofttt®Planning Board's 2017 proceedings on thte matter are Incorporated m full Wo the recordof the hstantapproval; and !mEREAS»tt®^al'^sitepta"ap?icatl°n' a®fde minorlandscaping Improvements, indudingatong the prlecrs_M?_Road fiwrtage by shiftln? th®.®astemParidng area doser to the buildir^,-'and'the'addiuw~of curbing Inthe swvlce area on the western side ofthe residence inoretorto batterdefine thtearea7i87he~same site plan asthis Board approved on September 26, 2017; and - --.--^-. ^. WNEREAS'_?re. app"(antlores8nted*hesito. Plan a9ain to the Planning Boarel at its September 24. 2018 meeting, atwhich timethe Planning Board held another public hearing onthe site planTand" WHEREA8!at B concluston ofth® sePte"'b»r 24. 2019Meehng. the Plannfng Board directed the applicant to updateUs traffic stud^, and WHEREAS:thBplannh19 Board' wtth. inP"t from

RESOLyEDr thtf. thte. actlon con8ut"t®s a" Unlisted Action under 6 NYCRR Part 617 of the SEQRA /^gufatow, whichwBI not have a significant adveree impact on the envfronment'and'thereitore'doeB'not the of require preparation an Environmental Impact Statement (BS). ThefbBowing arelie reasonsl this determinatton:

1. The proposed application wHInot pose significant adverse negative impacts onthe character oraual !mS^W8toSa^L^Larohlte^_^OLa^^^^ orofe^ng communlty^ararteT:

Res. No. 102-2018 Pag82oT3

82 res!de?a!pnopC T!fe8 Lthe pro]ert wal b8 betow the residential | S1S,SS.handh"9 areas have been located on the

4:-Iheprwwedactlonwf

LJ£eJroS^arfww^rot^Bn>fiw"ttyI ml?ct ve?etato" o[ fe"."a. fiah, shellfish or wiMlife species, s!Bn!fcartf f^tete^or-thrwtened w enda"8ered speaes. induding'becawe The'ste hIas"S'rM5n i'bS!; developed andsaved for many years as an active nureery. LI^?JwrS$SteIto^te^. 8torttem'orc^^ enyfronmental impactsor consequences, as ^foShi6I^WR^rten^^!?^i^" ^mft®adOTa^t^ associated with induced growth, subsequent dewtopment. or related acthntiw.

Dated: November. 2019 ^ ax E. an i ate Plannmg BoardClerk "sOflfe 2019

R«S. No. 1025019 P^ 30f3

83

CmrpF NEW ROCHELLE, NEW YORK DEPARTMENT OF DEVELOPMENT PLANNINGBOARD

Members F^eswt: Bmwn. Confreres, Dodds-Bmwn. Lipow. Masi, Pitocchi. Smltti MembersAbsent' Introduced: September26, 20^7 Adopted: September26. 2017 Mowed By. LJEWW SecondedBy: Bmvm Abstained: None Opposed: None Passed: Unanhnousiy B 27-17 NegDec

RESOLUTIONNO. 105-2017 11 Mill Road.Btock 3180, Lot 1 WHER£WLanappLiwho!'lhas bee".flledby. NDAc"'-i-^^^^s,

^El^'^LM^L.^e^and^onBidela!torlofJh8 Environmental Assessmerrt Form {EAF) Paris 1 rou9h.3a"irelated to y1e n"'"9 B<^"^ sl^pJan'appi^;ald^/rmlSon ^^^^^.dw^m^

SSO^^^tea^^s^ww1^ u"der. 6 NYCRR Part 617 of the SEQRA Regutottons, w2,te?JSL"2hawa^?3r"fia"t a^wjmi^o^?. 8. ^"mm^and'therd^wd^'i5"^^^ preparadon^of an Environmental Impact Statement (EIS). The following"are'tlie'reawns supp^K'thS IIIIIIUSUIVII*

1a Z?^p^ff^n^o!^»8Jgnffiw"A^ wn_e^ or quality of importanthistorical, archBologfcal/arehlteclurar. oraesthetic iwources or ofaidsting oommunity'cha'^cSr" 2- Theiroposed acuonwi"not 8l8"«flra"Uy hnpfict existing air quality, j q^SL^C.WnoIMtewls>traffic.. P?uems' and will not resuftin a substential fnmase'irsolid'w'siB £^£!?1or dj8POSB1'or a 8ubstantialincrea8a in ^tertiarfor'ewto^~^d1ri:'teadting'/oTdurd^^^^^^ 3- goals, as or a in officially adopted, change use or Intensity of use of tend or oiher'n'at'urari wou'iws.1

RBB. No. 10M017 Pnge1of2

84 4. The proposed acUon will not result in the laieatlon of a hazard to human health, or vegetation or fauna, fish. shellfish or wildlife species, significant habitats or threatened or species. 5. The proposed action will not result in the imparrment of the character or quality of important historical, aroheotoglcal, architectural, agricultural, aesthetic or other natural or cultural resouroes '" - " ..---. 6. There are no sutetantal long^erm, shortterm, or cumulaUve environmental impacts or consequences, as set forth in 6 NYCRR Part 617. 7 which will result from the acton and the ac8on~

ax . S wartz, Ran terk

HiedCity Clerk's Oflftw SeptembwtL WIT 4^" y

Res. Mo. lOM'017 Pafl82of2

85 Full Environmental Assessment Form Part 1 - Project and Settle

Instructions for Completing Part 1

Part1 is to becompleted bythe applicant or projectsponsor. Responsesbecome part of the application for approval or fiinding, are subjectto publicreview, and may be subjectto farthervwification.

Complete Part 1 based on information currently available. Ifadditional research or investigation woukl beneeded to fully respond to anyitan, please answer as tfaorougbly as possible based on currentinfomiation; indicate whether missing infonnation does not exist, or is notreasonably available to diesponsor; and,when possible, generally desaftework or studieswhich would be necessary to update or fully develop that information.

Applicants/sponsors must complete all itans in Sections A & B. bi Sections C, D & E, most itans contain an initial question that roustbe answered either "Yes" or "No". Ifthe answerto the initialquestion is "Yes",complete tiie sub-questionsthat follow. Ifthe answer to the initial question is "No", proceed to the next question. Section F allows the project sponsor to identify and attach any additionalinformation. SectionG requiresthe name and signature of the project sponsor to verifythat the information containedin Part lis accurate and coinplete.

A. Project and SponsorInformation. Name of Action or Project: Bridgesat NewRocheUs Project Locatiw (describe, andattach a gaieral location map); 11 Mil Road, NewRochelle,NY 10804 BriefDescription ofProposed Action (include pmpose or need):

Constructionof a 64-unll<72 Bed) Senior Uvlng Resldencs with associated off-street paridng, landscaptng and stormwafBr management nnpn UVCIIIC11

Name ofAppIicant/Sponsor: Tel^hone:(BIT) 527^600 NDAoquisWons, LLC (Mr. MichaelGlynn) E-Mail: mslynn@natdev. com Address:3310 Washington Street

City/PO;NBwion Lower Falls state:MA ZipCode: 02462 Pt-oject Contact (ifnot sameas sponsor, give name audtitle/role): Telephone: Same as Above E-Mail: Address:

City/PO: State: Zq» Code:

Property Owna (ifnotsameassptmsor)^ Tekphone: (203)395-7077 Anthony ?udllo, Baculor. EstatB of Merilyn C;Pudllo c/o Chariotte Addlson on ma . corn AinadtoTatesco.Executor, Estate of vlaTetesco E-Mail:amad° .a aicom Address:

City/PO: State: Zip Code:

Page I of 13

86 B. Govenunmt Approvals B. GoveramaatApprovals, Funding, or Sponsorship. ("Funding"includes grants, loans, tax relief, andany otha- forms offinancial assistance.) Government Entity UYes: Identify Agency and Approval(s) ^ppBcationDate Rcqulnd (Actual or projected) a.City Council, TownBoard, DYestZlNo or Villa c Board of Trustees b. City, Town or Ullage EZhresDNo CityPlanning Boa»d (Site PlanApproval) Summer2017 PlamungBoard or Conunissicm c. City Council,Town or C3YesC]No VillageZoning Board ofA eals d. Othff local agmcies QYesONo

e. County agencies DYesDNo

f. R^ional agaiaes dYraONo

g. Stateagencies iSYMdNo NYSDEC(SPDES Stormwater Genaal Pemdt) TBD AsslBtedLMn RealdencBUcenses&CeftiflcaUons TBO h. Federal agencies DYesQNo

i. Coastal Resources. /, Isthe projectshe wiflrin a CoastalArea, or the waterftont area of a Designatedfaland Waterway? DYeslBNo If. Isthe project site located in a conununitywife an iqiproved Local Watafiont Revitalization Program? DYesEZlNo iii. Is the project site within a Coastal Erosion Hazard Ana? DYesENo

C. Plamiing and Zoning

C.1. nanningand zoningactions. WiU iutarinistrative or legislative adopdon, or amendment ofa plan, local law, ordinance, rule or regulation be the DYesEtNo only ai^irova](s) which must be granted to enable the proposed action to proceed? . If Yes, con^lete sections C, F andG. . If No, proceed to question C^ and conqilete all remaining sections and questions in Part I C.2. Adopted land use plans. a. Do any municipally- adopted (city, town, vill ageor county) compidiensive land use plan(s) include the site tBYesDNo where the proposed action would be located? IfYes, does the comprehensive plan includespecific recommendations for the sitewhere the proposed action DYesElNo would be located? b. Isthe site of the proposed action within any local orregional special planning district (for example: Greaiway DYeslZlNo BrownfieldOpportunity Area (BOA); designated State or Federalheritage area; watershed managenient plan; orothw?) IfYes, identifythep]an(s);

c. Isthe prqiosed action located wholly or partially wfthin an area listed in an adopted mumcipal open spaceplan, QYesEINo or anadopted municipal fennland protectionplan? IfYes, identifythe plains):

Page2 of 13

87 C^. Zonii^

a. Is the site of the proposed action located in a municipality with an adopted zoning law or ordinance. BYesQNo IfYes, what is the zonmg classifications) includmg any applicable overlay district? R1-20(One-Fama Residence Zone . SC Sentor_cnB en2one

b. Is Ae use permitted or allowed by a special or condidmal usepamit? DYeslZlNo c. Is a zoning change requested as part of die proposed action? QYesBNo If Yes, i". Whatis the proposednew zoningfor the site? CA. ExistingcommunMy services. a. In whatschool district is die project sitelocated? Ctt/School District of New Rochelte

b. What police or odiw public protection forces servs the project site? NewRocheUa Police Da ent c. Which fire protection and emaBency medical services serve the project site? NewRocheUaFreDe artinent&TranscanBArribulanceSwvice Qt Contfact

d. Whatparks serve the preg'cctate? TWInLakes GounttPark, PauaP!ao»DSHLPa __., _ ..__"...

D. Project Drtaik

D.1. Prqwscd and Potaitial DcvdopmCTt

a. What is the general nature ofthe proposed action (e-g., residential, industrial, commCTciaI, recreatfonal; ifmuced, include all conyonsits)? SeniorUving Residence b. a. Total acreage ofthe site ofthe proposed acdon? 3.47 acres b. Total acreage to be phyacally disturbed? 2.83 acres c. Total aweageQiroject site andany contiguous properties) owned or controUed by the applicant or project sponsor? 3.47 acres c. Is Ihe proposed acdon an expansion of an existing project or use? D YcsiZINo j". IfYes, what is theapproximate percaitage ofthe proposed expansion and identify die units (e.g., acres, nules, housing units, squarefeet)? %___ Units: d. Is the proposed action a subdivision, or does it include a subdivision? QYes o IfYcs, i. Purposeor type ofsubdivision? (e. g.,residential, industrial, commercial; ifmixed, specify types)

ft". Is a cluster/consCTvation layoutproposed? DYesQNo iff. Number of lots pnyosed? iv. Minimum and maximum proposed lot sizes? Minimum Maximum e. Will proposed action be constmcted in multiple phases? DYestaNo i. IfNo, anticipatedperiod of construction: _l3 monfts it. IfYes: . Total numberof phases anticipated . Anticipated commencement date of phase 1 (including danolition) month ^ year . Anticipated conylerion date of final (rfiase month Gmerally desaibe connections or rdationships amongphases, including any conringaides wha-eprogress ofone phase may determinetiming or durationof future phases:

Page 3 of 13

88 f. Does theproject include new residential uses? esDNo IfYes, show numbers ofimits proposed. One Family Two Family Three Family Multiple Family (faw or iiiore^ Initial Phase 64 unlt/72bad (SentorUving ResUence) At completion ofall phases g. Doesthe proposed acdon include new non-residential construction (mcluding expansions)? DYesBNo IfYcs, /. Total number of structures ». Dimensions (in feet) of largest proposed structure: _height; _widfli; and . laigth in. Approximateextent of building space to beheated or cooled: squarefeet h. Doesthe proposed action include construction or otheractivities that will result in theimpoundment of any YesBNo liquids, such as CTeation ofawata- supply, reservoir, pond, lake, waste lagoon or other storage? IfYes, »". Puipose ofthe inq»oundmeat: li. Ifa wataimpoundment, the principal source of the water: D Groundwater Q Surfacewater'streams QOflier qiecify:

iii. Ifothwlhan water, identity &e type oftoipounded/contained liquids and thrir source.

iv. Approximatesize of the proposed impouDdment. Volume: million gallons; surfa<»area: v. Dimensions of the proposed dam or inq)oundmg structure: heigfct; _ lengfli vi. Constructirai mctbodAnateriaIs far the proposed dam or impounding structure (e.g., earth fill, rock, wood, concrete):

D^. ProjectOperations a. Does the proposed acdon include my excavation, mining, or dredging, during cmistruction, operations, or both? es No (Not including gcand site piq?aration, grading or mstanatum ofutUitics or foundadons where all excavsted mataialswill remainonsite) IfYes: Construdionof building ffoundatton/foottngs). parking area, stormwater management / .Whatis die purpose of the excawtion or dredging?system and general ste grading. & How much materia] (incIiidiDg rock, earth, sediments, etc.) is proposed to be removed from title site? . Volume (specify tons or cubic yards): ±6,250 . Over what duration of time? 6 months m. Describe nature andcharacteristics ofmaterials to beexcavated or dredged, andplms to use, manage or dispose ofthem. T eel excavation aswclsted wBh site develQiMnent

iv. Will there be onsite dewateriag or processing of esxcavated materials? Yes0No Ifyes, describe.

v. What is the total area to be dredged or excavated? 2J6B acres w". What is the maximum area to be worked at any one time? 2.68 acres vii. Whatwould bethe maximumdepth ofexcavation or dredging? ±9 feet WH. Will theexcavation require blasting? Dyes0No /x Summarize rite reclamation goals and plan:

b. Would die proposed action cause or result in aItCTation of, increase or decrease in size of, or encroadiment Yes No into any existing wcfland, waterbody, shoreline, beach or adjacent area? KYcs: i. Idrotify the wetland or waterbody which would beaffected (by name, water index number, wetland map number orgeogrq)hic description):

Page4 of 13

89 /». Describehow the proposedaction would affect that waterbody or wetland, e-g. excavation, flU, placemaitof stmctures, or alterationofdiannds, banks and shorelmes. Indicateextent of activities, alterations and additions in squarefeet or acres:

iii. Will proposedaction cause or resultin disturbanceto bottomsedimarts? DYesQNo IfYes, deaaribe: m Will proposed action cause or result in fhe destruction or removal of aquatic vegetarian? DYesDNo JfYes: acrra of aquatic vegetation proposed to be removed: expected acreage ofaquatic vegetation remaining afta- project conqiletion; piupose ofproposed removal (e.g. beach clearing, invasive species control, boat access):

proposed mediod ofplant reinoval; jfchemical/herbicide treatment will be used, spedfy produces): v. Describe any proposed reclamation/miti^tion following disturbance:

c. Will the proposed action use, or a-eate a new demandfijT. water? -," ^_^ _ IZlYesQNo ISgpd x43 employees = 645spd /. Total anticipated water usage/demand per day; " , _ " _.'*^^ESjaDdioiat gaUons u. Will the proposed action obtain water from an existing public vrater supply? (Z]YesC3No IfYes: Name of districtor service area: Suez(fomneriy UnitedWater New Rochelle-Easl Does the existing public water supply have capacity to serve Ac pnqiosal? EZlYcsDNo Is the project site in the existingdistrict? ESYesDNo Is expansion ofthe district needed? DYesESNo Do existing lines serve the project site? BYedNo »'H.Will lineextrasion within an existingdistrict be iwcessaiy to supplythe project? C3YesEZ^o IfYes; . Describe extaisions or capacity expansions proposed to secve this project:

Souree(s) of suppfy for the district: iv. Is a new water supply district or service area proposed to be formed to serve the project site? QYesElNo If, Yes: . AppUcant/sponsor for new district: . Date qiplication submitted or antidpated: . Proposed souree(s) ofsupply for new district: v. Ifa publicwater supply will notbe used, describe plans to provide watar supply forthe project

w. If water supply will be from wells (public or private), maximum pumpmg capacity: gallons/minute. d.Will the proposed action generate liquid wastes? EZlYesDNo IfYes: /. Tola] anticipated liquid waste gaieration per day; +/-6.565 gillons/day {{, Natureof liquid wastes to begenerated (e. g., sanitaiywastewata", industrial; ifcombination, describe all componmtsand qtproximate volumes OTproportions ofeach): Sanitary wsstewater ty leal (brail resfdenfial &commen!lal uses

/M. Will the prqiosed action use any existing public wastewater treatment facilities? ^YKO;?O~ IfYes: Nameofwastewater treatment plant to beused: YontoreJoint WastewatorTreslment Plant Name of district; HutchfnsonSewer District Does die exisdng wastewater treatment plant have capacity to serve the project? EZlYcsdNo Is the project site in the existing district? EZlYesQNo Is acpanrion ofdie district needed? DYesEZlNo

Page5 of 13

90 Do existing sewer lines serve the project site? BYesDNo Will line extension wifliin an existing district be necessaiy to serve the project? DYesENo IfYcs: . Describe extensions or capacity expansions proposed to serve this project:

m Will a newwastewater (sewage) treatment districtbe fanned to serveAc project site? DYcsBNo ff Yes: . Applicant/sponsorfor new district: . Date applicadon submitted or anticipated; . Whatis the receiving water for thewastewater discharge? v. Ifpublic facilities will not beused, describeplans to provide wastewater treatment fordie project, inchiding specifying pr

vi. Describe any plans or designs to capture, recycle or reuse liquid waste:

e. Wll theproposed acdon disturb more than me acreand create stonnwater ronofi; either from new pmnt {ZIYesQNo sources(i. e. dftdies,pipes, swales,cuibs, gutters or other concentrated flows ofstormwater) or non-point source(i. e. sheetflow) duringconduction or post construction? IfYes: «'. How much impervious surface will the project create in relation to total size ofproject pared? Square feet or 1-e8 acres (impCTvious sur&ce) Square feet or 3.47 acres (parcel size) it. Describe types ofnew point sources. N/A

ui. Wha-ewill thestonnwater nmoff bedirected (i. e. on-sitestoimwater managemeut fiusility/structurcs, adjacent (woperties, groundwater,on-site surface water or ofF-a'tesurfBce waters)? Pro stomiwaterdistfiar BintoexisUn munld Inlraslnicture after co n Ulna on-slteslormwatermanagemadSitSlem).

. If to surface waters, identify recei-ring water bodies or wetlands;

. Will stormwater nmoffflow to adjacent properties? DYe^ZlNo fv. Does proposed plan nrinimize impervious surfeces, usepervious materials or coilect andre-use stormwater? BYeO No f. DoestheproposedactioaincIude, orwillituseon-site, oneormoresourcesofatTemissions, includingfiiel QYes No combustion, waste indncration, or other processes or operations? If Yes. identify: »".Mobile sourcesduring project operations(e. g., heavyequipment, fleet or delivay vehicles)

H. Stationary sources during construcdon (e.g., power generation, structural hearing, batch plant, cruslicrs)

/ft". Stationary sources during opCTations (e.g. » process emissions, large boilers, electric generation) g. TOUany air emission sources named in D^.f (above),require a NYState Air Refi?stiatiou, Air Facility Permit, DYesBNo or Federal Clean Air Act Tide IV or Title V Pennit? IfYcs: /. Is the project site located in an Air quality aon-attaimnent area? (Area routinely or periodically fails to meet DYesDNo ambient air quality standards for all or some parts ofdie year) ft". In addition to emissions as calculated in the application, the project will generate: Tons/year(short tons) of CarbonDioxide (COi) _Tons/year (short tons) ofNtrous Oxide(NiO) _Tons/year (short tons) ofPerfluarocarbons 0>FCs) Tons/year(short tons) ofSulfur Hexafluoride (SFa) Tons/yeflr(short tons) ofCarbon Dioxide equivalent ofHydroflourocarbons (HFCs) Tons/year (short tons) ofHazardous Air Pollutants (HAPs)

Page6 of 13

91 h. Will the proposed action gmerate or emit methane (including, but not limited to, sewage treatment plants. Ye No landfills,composting fecilities)? IfYes: i. Estimatemethane geaieration in tons/year (metric); ».Describe any mefiiane cqiture, control or elimination measunesTnclud»improject&si@iS. g.,COTnbustiontogmerate hMtOT^ dectririty, flaring):

i. Will theproposed action result in the releaseof air pollutants from open-air operationsor processes, suchas DY No quany or landfill operations? If Yes: Describe operations and nature of mrissions (e.g., diesel exhaust, rock parriculates/dust):

j. Will the proposed action residt in a substantial increase in trafSc above present levels or generate substantial Ye No new demand for ttansportation facilities or sendees? IfYes: j, Whenis Ihepeak traffic expected (Check all that apply): 21Morning El Evening DWeekend D Randomly between hours of to .. . . ii. For conamwcial activities only, projected nurobCT ofseim-trailer truck trips/day: N/A »(. Parking spaces: Existing unstri ed Proposed__61.. __. Net increase/decrease N/A iv. Doesthe proposed action include any shared use parking? QYesEJNo v. Ifthe proposed action includes any modification offfliistmg roads, creation ofnew roads or change in atisting access, describe: SliaWshUtof proposeddrivBway access onto Cityroadway.

w. Are pubKc/private transportation services) or farilhies available within ^nrile oftiie proposed site? E3Yes[~]No vtl Will the proposed action include access to public transportation or accommodations for use ofhybrid, electric QYesBNo or ather alternative fueled vdiicles? vUi. Will theproposed acdon includeplans forpedestrian or bicycle accommodations for connections to existing E3YesQNo pedestrian or bicycle routes?

k. Wfll the proposed action (far commercial or industrial projects only) genwate new or addidonaldeinand Y No foraiCTgy? IfYes: f. Estinuteannual dectridty demandduring operation of the proposed action: TBD

u. Antiripatedsources/su]]plieTS of electricity for the project (e. g^ on-sitecombustion, on-ato renewable, via grid/local utility, or otha-): Exlsttn Infrasbucture iii. Will (heproposed action require a new,or an upgrade to, anexisting substation? QYesEINo

L Hours ofoperation. Answa-all items which apply. t. During Construction: /f. During Operations: . Monday - Friday; In accordance with Ci Ordinance . Monday- Friday:____24 hrfdfacility . Saturday; InaccoidancewltbClt Ordinance . Saturday: _24hrfdtBcillly . Sunday:_InaMwdancewithCit Oidinance . Sunday: 24hr/d facility Holidays: InaccoiOancewlthClt Orilnance . Holidays: 24 hr/dfadlity

Page7 of 13

92 m. Will the proposed action produce noise that will exceed existing aoibient noise levels durmg construction, DYesBNo operation, or both? If yes: f. Providedetails includingsources, time ofday andduration:

n, Will prqi osed action remove existing natural barriers Aat could act as a noise barrier or screen? DYesElNo" Describe:

n.. WiB die proposed action have outdoor lighting? aYesQNo If yes: i. Desaibe souroe(s), locatian(s), height of fixtures), direction/aam, Emdproximity to nearest occupied structures: In accortance with Clt Ordirence

n. Will proposed action remove existing natural barriers that could set as a light hairier or screen? SZr^esDNo Describe:Grad-ma and land dearingj revegetate the disturbed area.

o. Does the proposed action have Ifaepotential to produce odors for more than one hour per day? dYesBNo If Yes, describe possible sources, potential fiequacy and duration ofodor emissions, and proximity to nearest occupied dructures:

p. Will (heproposed action include any btdk storage of petrolann (combined capadty of over 1, 100gallons) QYes No w diemical products 185 gallons to above ground storage or any amount in undaground storage? IfYes: »'.Produces) to be stored ii. Volume(s) _ per unit time (e. g., mondi, year) iff. Gaierally describe proposed storage facilities: q. Will the proposed action (commercial, industrial and recreational projects cmly) use pesticides (ijs., herbicides, 0 Yes QNo insecticides)during construction or operation? IfYcs: (. DesCTibe proposed treatment(s): eraltandsca in maintenance & Gontrol.

d. Will the osedaction use fate atedPest Manaemmt Practices? D Yes BNo T.Will die proposed action (commercial or mdustrialprojects only) involve or require the management or disposal JZIYes QNo ofsolid waste(excluding hazardous materials)? IfYes: i. Desa-ibe any solid waste(s) to be geierated during coBStruction or opCTation offhc facility: . Construction: TBD tons per TBD (unit oftime) . Operation: _^_6 tonsper Month (unitof time) ii. Describe any proposals for on-site miniimzation, recycling or reuse ofmaterials to avoid diqwsal as solid waste: . Construction; Dabrieremoval andre in wuibe hi accordancewtth all applicablelocal requirements. Bast ManagemBntPracb'cBswill be Implemented where applicable K. Dust Control). . Operation: Rs din efforts will be Inaccordance with all a llcAle local and State law. iff. Proposeddisposal methods/facilities for solidwaste geaCT^ed on-site: . ConstmctioniSdidwaste wBI be osed ofIn accordancewith all a icablelocal re ulnements.

. Operation: WestdiesterWhBelabrator

Page 8 of 13

93 s. Doesthe proposed action include construction or modificationof a solidwaste managanent facility? No IfYcs: i. Type ofmanagement orhandling ofwaste proposed forthe site(e. g., recycling or transfer station, conyosting, landfill, or odierdisposal activities): ii. Anticipated rate of disposal/processing: . _ Tons/month, if transfer or othar non-combustion/tbermal treatment, or . _Tons/hour, if combustion or thermal treatment tff. If landfill, antidpated site life: years t. Willproposed action at the site involve thecomaiffcial geawarion, treatment, storage, or disposalof hazardous Yes No waste? IfYes: 1.Name(s) of all hazardous wastes or constituents to be generated, hwidled or managed at fadUty:

If. Genaally describe processre or activities involving hazardous wastes or constituents:

iti. Specifyamount to behandled or gaia-ated tons/mondi iv. DeSCTibe any proposals for on-site mininrization, recycling or reuse ofhazardous wmstitucnts:

v. Will anyhazardous wastes be disposed at an existing ofisite hazardous waste fadlity? QYaDNo" If Yes; provide name and location of facility:

IfNo: describe proposed management of any hazardous wastes which will notbe sentto a hazardouswaste facility;

E. Site and Settingof Proposed Action

E.1. Landuses on andsumnmding the project rite a. Existing land uses. /. C3ieck aUuses that occur on, adjoining andnear (he project site. D Urban D Industrial B Comme'cial 0 Residendal(suburban) D Rural(noa-fam) B Forest D Agriculture D Aquatic B Other (specie): teflatous Instltutfon ft Ifmix ofuses, generallydescribe: Mixture of W h denafef slngle^irity residenfial muni^amil residential .red tous InstltuDons and rk land. b. Landuses and covertypes on Ac project she. Land use or Current Acreage After Change Co Acrea e Pr "ectCompletion (Acres+/-) . Roads, buildings, and other paved or impervious 0.93 1.68 0.75 Forested 0.43 0-42 0.01 Meadows, grasslands or brushlands (non- 2.11 agricultmal, includingabandoned agricultural) 1^7 0.72 Agricultural 0 0 0 (inchidesactive orchards,field, "Tceahouseetc. Surface water features 0 flakes, ponds, streams, rivers, etc.) 0 0 Wedands (freshwater or tidal) 0 Non-vcgetatcd(bare rock, earth or fill) Other Dacribe:

Page9 of 13

94 c. Is the project site presently usedby membffs ofthe conununity for public recreaticm? Ye No f. IfYes: explain: d. Arethere any facilities serving children, the elderly,people with disabilities (e. g., schools,hospitals, licensed GQYeQNo daycare centers, or grouphomes) within 1500feet ofthe project site? IfYes, i". Idaitily Facilities: A Child's Dream LLC-10Mill Road. NewRochelte; The Ureuline School-1354North Avenue, New Rochelle: Coo re ComerMontessori Int- 11 WllmotRoa37New Rochelte; Holy Trinity Greek Orthodox ChuFdT-TOiairRioad. NewTRoch

e. Doesthe project sitecontain an exisdngdam? No IfYes: i. Dimensions ofthe dam and impoundment: . Damhri^it: feet . Damlength: feet . Surfacearea: assies . Volume impounded: gallonsOR acre-feet u. Dam's existinghazard classificadon: lii. Providedate and summarize results oflast inspection: f. Hasthe project rite everbeen used as a municipal, commercial OTindustrial solid waste inanagement facHity, QYesElNo ordoes the project site adjom {noperty whichis now, or was at onetime, usedas a solidwaste management facilily? IfYes: ». Hasthe facility been fonnally closed? DYesQNo . If yes, cite sourcra/documentation: if. Describe Ae location ofthe ymjeet site relative to the boundaries of the solid waste management facility:

Ht. Describe any devdopanent constraints due to fte prior solid waste activities; g. Have hazardous wastes been generated, treated and/or disposed ofat Ae site, or does the project site adjoin Yes0No property which is now ac was at orted q>iU at theproposed project site, or haveany BY^D No remedial actions bera conducted at or adjacent to the proposed site? IfYes: i; Isany portion of the site listed on die NYSDEC SpUls Incidents database or Environmental Site B YesDNo Remcdiarion database? Check all diat qq>ly: "I Yes- Spills Iiicidents database ProvideDEC TOnumbers): 030mi Yes - Environmental Site Rcmediation database Provide DEC ID numbers): D Neither database fi. If site has been subject ofRCRA corrective activities, desmbe control measures: S IIIclosed 01/202004

»». Isthe project within2000 feet ofany site in theNYSDEC Environmeatal Site Remediation database? Y No If yes, provide DEC ID numbers): fv. Ifyes to (i), (ii) or(iii) above,describe current status ofsite(s):

Page 10 of 13

95 v. Is the project site subject to an institutional control limiting property uses? No If yes, DEC siteID numba-: Describedie type ofinsdftidonal control (e.g., deedrestriction or easement): Describeany use limitations: Describe any CTgjncering controls: Will Ac project affect tiie institutional or engineffing controls in place? DYesQNo Explains

EJ. NaturalResources On or NearProject Site a. Whatis the avffagedepth to bedrockon theproject site? _., j!,5-3feet b. Are Aere bedrock outcroppings on the project site? Yes IfYes, what proportion ofthe site is comprisedof bedrock outcroppings? % c. Predominantsoil type(s) presenton project site: UpB-UrbanLand-Psxton 100% Complex 3 to 8 percent stopes -% -% d. What is the average dq)th to the wata- table on the project rite? Average: 1.5-3 feet e.Drainage status of project rite soils:B WellDrained: 100%of site D ModeratelyWell Drained: ___% ofate D Poorly Drained % of rite 75 f. Approximateproportion ofproposed acdon site vrifft slopes: B 0-10%: .% of site 10-15%: 16 % ofsite 15% or greata: 9 % of site g. Are there any unique geologic features on the project site? No IfYes. desoibe:

h. Surface water features. *'.Does anyportion offlicproject site contain wetlands or oftff- wateibodies (mcluding streams, rivers, DyesGSNo ii. Domywrtiands orodier waterbodies adjoindie project site? Huteh"uon Rivera"d R«Brvolr h on E3YesDNo IfYes to cither (. or B, continue. IfNo, skip to E. 2.L' ' opposteside of parkway. iii. Are any ofde wrtlands orwaterbodies within or adjoining thepmject siteregulated by any federal, EOYesDNo state OTlocal agency? tv. For each identified regulated wetland and waterbody oa the pngect site, provide ttie following infiKmarion: . Streams: Name Classification . Lakes or Ponds: Name Clasrificatiou . Wetlands: Name Approximate Size. . Wetland No. (ifregulated by DEC) v. Are any ofthe abovewata- bodies listed in th®most recait oompaation ofNYS water quality-nnpiured DYesElNo watabodies? Ifyes, name ofimpaired water body^dies and basis for lisdng as iropajred: i. Is theproject site in a designatedFloodway? DYesEZlNo j. Is the project site in the 100 year Floodplain? DYesjflNo k. Is the project site in the 500 year Floodplain? DYesBNo ]. Isthe project site located over, orimmediately a^oining, a primary,principal or solesource aqirifa-? CJVesklNo IfYes: i. Nameof aquifer:

Pagellofl3

96 m. Idmtify the piedominant wildlife species (hat occupy or use the project site:

n. Does the project site contain a designated significant natural community? QYesENo IfYes: »".Describe the habitat/conununity (composition, function, andbasis for designation);

n. Sources) ofdescription or evaluation: iii. Extaitofcommunity/habitat: . Currently: . Followingcompletion ofproject asproposed: acres . Gain or loss(indicate + or-): acres o. Doesproject sitecontain any spedes of plant or animalthat is listedby thefederal sovenunent or NYS as D YesfiONo aidanga-edor tfareataied,or does it containany areas idartified as habitat for an mdangcred or threatenedspecies?

p. Doesft® project site cmitam anyspecies of plant or anima]that is listedby NYS as rare, or as a speciesof Ye No special concCTn?

q. Is theproject site or adjomingarea currently used for hunting, trapping, fishing or diell fishing? If yes, ghw a briefdesariptfon ofhow the proposed action may affect Aat use:

EJ. Designated PubUcRfisomwes On or Near Project Site a. Is theproject site, or anyportion ofit, located in a designated agricultural district certified pursuant to Dy®s(Z|No Agricultureand MsakfteLaw, Article 25-AA, Section303 and304? If Yes, provide county plus district namcAiumber: b. Are agricuftuial lands consisting ofhig&ly productive soils present? QYesElNo i. If Yes: acreages) on project site? ft, Souree(s) of soil ra(ing(s): c. Doesthe project sitecontain all orpart of, oris it substantiallycontiguous to, a registCTedNational CjyesElNo Natural Landmark? IfYes: i". Nature of1he natural landmark: D Biological Community D Geological Feature u. Provide briefdescription of landmark, including values behind designation and approximate size/extent:

d. Is Ae project she located in or does it adjoin a state listed Critical Environmaital Area? DYe^ZlNo IfYes: i. CEA name: il. Basis for designation: m. Derignadng agaicy and date:

Page 12 of 13

97 e. Doesthe project sitecontain, or isit substantiallycontiguous to, a building,archaeological site, or district No whidi is listed on, or has been nominated by the NYS Board ofHistoric Preservation for inchision on, the Stateor National Register of Historic Places? IfYes: i. Natureofhistoric/arohaeological resource: QArchaeologicalSite DHistoricBuilding or District H. Name: iii. Briefdescription of attributes on whidi listing is based:

f. Isdie project site,or anyportion of it, locatedin or adjacaitto anarea designated as sensitive for ElYesQNo ardiaeologica]sites on the NY State Historic Prescrvatimi OfBce (SHPO) anAaeological site inventory? g. Haveadditiooa] ardiacological or historic site(s) or resources been idEatificd on tfae project site? DYesfiQNo IfYes: /.. Describe possible resource(s): if. Basis foridentificarion: h. Is Ac project sitewithin fives miles ofany officially designated andpublicly accessible federal, state, or local jBYesQNo scenic or aesthetic resource? IfYcs: ('. Mentis resouroc: NYSDOTscenic B ust a. Natureat, orbasis for, designation (e. g., established highwayoveriodc, state orlocal paric, state historic trail or scenicbyway, etc.): BronxRver Pa iii. Distancebetween project andresource: _ ±1^5miles. i. Is fl» project site located wifliin a designated river corridor under the Wild. Scenic and RecTeational Rivers Yes No Program6 NYCRR666? H-Yes: {. Identifyflie nameof the river and its designation: a Isthe activity consistmt with devdcpment resaictions contained in 6NYCKR Part666? DYesQNo

F. Additional Informatioa Attach any additionalmfonnatioo which may beneeded to clarify yourproject.

Ifyouhave idaitified any advase impacts whid could be associated wiA your proposal, please desCTibe tfiose impacts plus any measures which you propose to avoid or imnimizs them.

G. Veriflcadon I certify fliat Ac information provided is true to the best ofmy kaowlec^e. Applicant/SponsorName IfidLfiJl&^J^^ Date ^ Signaiure^^ TideJ^aS(a3^4-/%a:<^£/..

PRINTFORM Page13 of13 faOI

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Full Environmental Assessment Form - EfiF Mapper Summary Report

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116 117

T E-Mails with City Assessor

118 Maximillian R. Mahalek

Whittemore, Daniel Tuesday, October27, 20202:59 PM Maximillian R. Mahalek Ponkshe, Roisin RE: 11 Mill Road

Correct.

From; Maximillian R. Mahalek Sent:Tuesday, October27, 20202:55 PM To: Whittemore, Daniel Cc; Ponkshe, Roisin Subject:RE: 11 Mill Road

11"»EXTERNAL SENDER**

Thankyou, Mr. Whittemore. Based on your e-mail below, before fees, the estimated taxes wouldthen be $416,087.80, correct?

Thankyou again, Max

Note: While our Firm worics remotely, please contact me by email or cellphone. Also, please coordinate with me directly if you needto send anyffiing by mail.

Maximillian R. Mahatek, Esq. AssociateAttorney

ZARIN St STE1NMETZ 81 Main Street, Suite 415 White Plains, New York 10601 Celt: (773) 603-8561 mmahalek zarin- teinmetz. com www.zarin-steinmetz. com

Notice: This is a Confidential Communication intended only for the party named above. Unauthorized use, disseminatlon or distribution of this email transmissfon, or its contents may be subject to legal action. Ifyou received this transmission in error, please notifythe sender immediately.

^Please considerthe environment before printingthis email.

From: Whittemore, Daniel Sent: Tuesday, October 27, 2020 2:23 PM To: Maximillian R. Mahalek Cc: Ponkshe, Roisln Subject:RE: 11 Mill Road

1

119 Mr. Mahalek Based on the 342, 000 assessment, the total overall tax rate here (Hutchinson valley county sewer district) is 1216. 631 per 1000of assessedvalue. The fees currently are the residential refuse fee at$?.76.00, and the sewerfee at $66.16 Per residential unit. There ^s also a fire irepection fee to be determ'ned. Best, Dan Whittemore

From: Maximillian R. Mahalek Sent: Tuesday, October27, 2020 1K)9 PM To: Whittemore, Daniel Subject:RE: 11 Mill Road

** EXTERNALSENDER**

Dear Mr. Whittemore:

It wasgreat speakingwith you this morning. Perour discussion, I respectfully request the "estimatedtaxes after improvement" for the construction of a 72-unrt assisted living residence at a 11 Mill Road. This figure is required as part of our Application to the IDA. Perthe e-mails below, I understand that the units are still valued at $4,750. I am attaching an email we receivedfrom you in 2018projecting the estimatedtaxes. A similar e-mailwould bevery helpfulfor the purposes of our IDAApplication.

Pleaselet me know if you require any additional information.

Thankyou, Max Mahalek

Note: Whileour Firmworks remotely, pleasecontact me by emailor cell phone. Also, pleasecoordinate with me directly if you need to send anything by mail. Maximillian R. Mahalek, Esq. Associate Attorney

* t . ZARIN & ' STEINMETZ 81 Main Street, Suite 415 White Plains, New York 10601 Cell: (773) 603-8561 mmahalek zarin-steinmetz.com www.zarin-steinmetz. com

Notice: This is a Confidential Communication intended only for the party named above. Unauthorized use, dissemination or distribution of this email transmission, or its contents may be subject to legal action. If you received this transmission in error, please notify the sender immediately.

n ^Pleaseconsider the environmentbefore printingthis email.

Begin forwarded message:

120 From: "Whittemore, Daniel" Date: September 16, 2020 at 10:04:05 AM EDT Subject: RE: 11 Mill Road

Hi Michael, If the project remains largely the same, then the assessment estimate is the same too. I had estimated 4750 in assessed value per unit. Best, Dan

From: MichaelGlynn Sent: Monday, September 14, 2020 8:05 PM To: Whittemore, Daniel Cc: Salgado, Adam ; Ponkshe, Roisin Subject:RE: 11 Mill Road

EXTERNALSENDER *»

Dan,

Nice to reconnect. I've attached our exchange from a few years ago. Since we last spoke, we made some minor tweaks to the design - but the project remains largely the same - 72 units of assisted living residence. Thistime, however, we will be applyingfor a PILOT. Please let me knowa goodtime to connect and if you need anythingelse from me.

Thanks,

Michael

Michael Glynn

nn manarchcDmmiurities.cDm 917J536S731. monychcommunfti -corn MONARCH

From: Ponkshe, Roisin Sent: Friday, August 28, 2020 4:22 PM To: Whittemore, Daniel Cc: Michael Glynn ;Salgado, Adam Subject: 11 Mill Road

121 Dan,

Theabove mentioned project may be applyingfor a PILOTthrough the IDA,so t havecc'd MichaelGlynn here so that he can submit the details that you require to review.

Michael,feel freeto reach out to Dandirectly to start the reviewprocess.

Daniel T. Whittemore, IAO City of New Rochelle Assessor 515 North Ave New Rochelle, NY 10801 (914) 654-2054 (914) 654-4364Fax dwhittem newrochellen .corn

Thankyou!

Roisin Ponkshe, Esq. IDA Economic Development Manager Department of Development City of New Rochetle 914.654.2193

NEWRQO-ELLE ;»e»i.iv <®unt

122 Tax Records

123 10/31/2020 Tax Infbmiatlon- Image Mate Online

City of New Rochelle Image ate Online

Navigation GIS Map Tax Maps I DTF Links Assessment Info Help Log In

T^x Links Tax Bill Information

Property Info To calculate taxes without exemptions, Click here: http://newrocheUeny.comA)ocumentCenter/View/540,

Munidpality of Gty of New RocheUe

SWIS: 551000 T^xID: 7-3180-0001

Tax Summary

Taxes reflect exemptions, but may not include recent changes in assessment.

Tax Tax Original Bill Total Assessed Full Market Uniform Roll Year Type Value Value % Section 2020 School $46,347.22 $56,000.00 $2,393, 162.00 2. 34 1 2020 County $8,599.92 $56,000.00 $2,295,082.00 2.44 1 2020 City $13,526.35 $56, 000. 00 $2, 295, 082. 00 2.44 1 Display Details for Taxes Levied in 2020

Display Historical Tax Information

Taxable Values

2021 County Taxable N/A Exemptions N/A Muni. Taxable N/A Exemptions N/A Village Taxable N/A Exemptions N/A School Taxable N/A Exemptions N/A 2020 County Taxable $56,000 Exemptions $0 Muni. Taxable $56,000 Exemptions $0 Village Taxable N/A Exemptions N/A School Taxable Exemptions hUps://cityofhewrochelte.sdgnys.comHaxlnfo.aspx?SwlsCode=551000&PrirttKey=0000073180000001 1/2

124 KV31/2020 Tax Information- Image Male Online $56,000 $0

Exemptions for 2020

No Details Available

https^cityofhewrochelle.sdgnys.comH-axlnfb.aspx?SwisCode=551000&PrintKey=0000073180000001 2/2

125 126 New Rochelle Industrial Development Agency City HaU, 515 North Avenue, New RocheUe, NY 10801 (914) 654-2185 fax (914) 632-3626

MEMORANDUM

TO: IDA BOARD OF DIRECTORS

FROM: Adam Salgado, EXECUTIVE DIRECTOR

DATE: January 15, 2021

SUBJECT: TAG New RocheUe LLC- 54 Nardozzi Place Authorization

PROJECTDESCRIPTION The applicant proposes the redevelopment of 54 Nardozzi Place as a four-story state of the art, climate conti-oUed self-storage facility, with parking on site (the 'Troject"), The Projectproposes approxiinately 129,177 square feet for the self-storage facility and approximately 11,914 square feet to be usedby the City as a municipal storage facility. The Project is locatedin the LI- LightIndustrial district.

PROJECTPROCESS On Dec. 22, 2020 the IDAissued a preliminary inducementresolution and set a public hearingfor Jan. 20, 2021, after whichit may take offidal action towards authorizing a futaj re straight-lease transaction with the development coinpany.

BENEFITSTO C1TV . Approximately $26. 5M new project . Creation of approximately 3 full-time equivalent jobs, and approximately 300 construction jobs . The project will include approxiinately 11,914 square feet of municipal storage to be leased to the City of New Rochelle at a nominal cost for 49 years . The project will includeLED light fixtures, high efficiencyHVAC system for climate control of the facility, and draughtresistant landscaping

INCENTWEREQUEST As an eligible project under the applicable section of NewYork State GeneralMunidpal Law, the companyis seekingan approximately $145,779 mortgage recording tax exemption and an estimated $538,986 sales tax exemption basedon applicable construction and equipment costs at the City's 83/8% sales tax rate. Additionally, the applicantis requesting a 10-yearPILOT that complies with the UTEP.

NationalDevelopment Council ("NDC"), the IDA'S financialconsultant, and the IDA FinanceSubcommittee have reviewed and are in support of the proposed incendve request, induding the proposed PILOT schedule.

127 128

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COST BENEFIT ANALYSIS SUBSTANTIATION OF NEED FOR NEW ROCHELLE IDA FINANCIAL ASSISTANCE

Rendering of 54 Nardozzi Place

PROJECT APPLICANT AND NAME TAC New Rochelle LLC

LOCATION 54 Nardozzi Place

PROJECT DESCRIPTION New Construction of 129,000 square foot storage facility

REQUESTED FINANCIAL ASSISTANCE 10-Year Payment in Lieu of Taxes (PILOT) Exemption on Sales Tax of Building Materials Exemption on Mortgage Recording Sales Tax

January 12, 2020

129

The National Development Council (“NDC”) has an on-going engagement with the City of New Rochelle Industrial Development Authority (the “IDA”) to review applications for tax assistance. The purpose of this memo is to describe NDC’s project understanding and findings for the application referenced above.

PROJECT SUMMARY

TAC New Rochelle LLC (the “developer” or “applicant”), an affiliate of Montar Group, submitted a Uniform Application for tax assistance in December 2020. The application requests a 10-year payment in lieu of taxes (PILOT), sales tax exemption, and a mortgage recording tax exemption. The project involves the construction of a state of the art 129,000 square foot climate-controlled facility at 54 Nardozzi Place. Included in the development is 12,000 square feet that will be used for municipal document storage by the City of New Rochelle. The municipal storage space will be built in exchange for the applicant receiving a floor area ratio (“FAR”) bonus. The City will enter into a nominal, 49-year lease for the storage space with the applicant.

54 Nardozzi Place

The applicant is an affiliate of Montar Group, an accomplished and experienced real estate developer which has been involved in self-storage facilities for a decade and owns and manages two other Westchester County facilities.

130 SOURCES & USES The statement of sources and uses below is summarized from the development costs and capital structure reported in the IDA application. The +/- $25.9 million development budget, equivalent to $200/SF, will be funded with conventional debt (56%) and equity (44%). $1.3 million of the budget is attributed to the 12,000 square foot municipal document storage space.

SOURCES & USES SUMMARY USES OF FUNDS SOURCES OF FUNDS Cost % of Total per SF Amount % Acquisition Related Costs $7,410,000 29% $57 Loan $14,577,859 56% Construction $11,571,296 45% $90 Equity $11,282,827 44% Municipal Stroage Facility $1,300,000 5% TOTAL $25,860,686 100% Soft Costs $5,579,390 22% $43 TOTAL $25,860,686 100% $200

FINANCIAL BENEFITS PACKAGE The following table details the proposed IDA benefits package. It includes exemptions on mortgage recording tax and sales tax and a 10-year PILOT schedule that is consistent with the Uniform Tax Exemption Policy (UTEP). The UTEP involves an abatement schedule set out in New York Real Property Tax Law Section 485-b. This schedule involves a 50% abatement in the first year that the project is placed into service, followed by a 5% abatement reduction in years 2 – 10, and converting to full taxes in year 11. This results in $1,024,876 in savings over the ten years, equivalent to a 27% savings from full taxes.

The 10-year schedule per the 485-b is shorter than the 20-year schedules typically seen in residential developments in the downtown overlay zone.

TAX BENFIT SUMMARY IDA RELATED PROPERTY TAXES SALES TAX EXEMPTION Current Annual Taxes $80,787 Construction Cost $12,871,296 Beginning As Complete Annual Taxes $368,997 Value of Building Materials 50% $6,435,648 Multiplier 4.57 x Sales Tax 8.375% Per Unit Annually $5,766 Value of Exemption $538,986 Full Taxes Over 10-year Term $3,840,834 PILOT savings Over 10-year Term ($1,024,876) PILOT Payment over Term $2,815,958

MORTGAGE RECORDING TAX Mortgage $14,577,859 Mortgage Recording Tax 1.30% Transit District Exclusion -0.30% Mortgage Recording Tax Savings 1.00% Value of Exemption $145,779

131 NDC ANALYSIS The applicant requests the PILOT and an exemption from the mortgage recording tax and sales tax to offset the high land acquisition, infrastructure, and construction costs.

NDC based its analysis on the revenue, expense and cost assumptions provided by the Developer in the IDA application. For consistency with other IDA reviews, NDC adjusted the pro forma provided by the developer with the following assumptions:

. Permanent loan assumptions that are in line with the current market for similar projects o 20-year amortization o Interest rate of 5.00% . Adjusting revenue growth to 3% annually . Adjusting expense growth to 3% annually . Projecting terminal value of project using a 7% cap rate. The stabilized operating pro forma, assumed to be year 3, is reflected in the below chart. STABILIZED OPERATING PRO FORMA (Assumed to be 3rd year of operations after new construction) WITHOUT PILOT WITH PILOT 3rd Year WITH PILOT Avg Over Term $ PER UNIT $ PER UNIT $ PER UNIT Gross Income $3,229,039 $25 per SF Other Income $17,000 $ per SF Vacancy 12.50% ($405,755) Effective Gross Income $2,840,284 $2,840,284 $2,840,284 Operating Expenses Exclusive of Taxes ($610,018) $5 per SF ($610,018) $5 per SF ($610,018) $5 per SF RE Taxes/PILOT ($368,997) $3 per SF ($237,928) $2 per SF ($301,554) $2 per SF Total Expenses ($979,014) $8 per SF ($847,945) $7 per SF ($911,571) $7 per SF Net Operating Income $1,861,270 $1,992,339 $1,928,713 Debt Service ($1,106,721) ($1,106,721) ($1,106,721) Cash Flow $754,549 $885,618 $821,992 Market Expects Debt Coverage Ratio 1.68 1.80 1.74 > 1.25 Cash on Cash 6.69% 7.85% 7.29% >7% Yield to Cost 7.20% 7.70% 7.46% > 8.5% Pre-tax Leveraged Internal Rate of Return (IRR) 11.70% 12.92% 12.92% >12% NDC reviewed different metrics (yield to cost, cash on cash rate of return, and levered internal rate of return) for analysis. While the project may meet return thresholds to what the market typically expects for storage facilities, the returns are marginal but acceptable.

A 10-year pro forma is presented in Exhibit 2. Based upon an assumed 10-year holding period and a sale of the property after the tenth year, the projected pre-tax levered internal rate of return (IRR) is approximately 13%. The proposed IDA package assists the developer achieving necessary returns. Such financial package does not result in undue enrichment.

132 COST / BENEFIT ANALYSIS The analysis summary below demonstrates a considerable positive net public financial benefit. The private investment to public investment ratio exceeds $15:$1. While the overall financial package $1,709,640 exceeds the costs attributed to the municipal data storage facility ($1,300,000), when the PILOT payment over the term is factored, there is a very favorable public benefit ($4.2 million) that is 2.5x the project benefit ($1.7 million).

The $1.3 million cost attributed to the municipal storage space represents a costs savings to the City as it will not have to build its own facility.

INVESTMENT RATIO Private Investment $25,860,686 Incentive Package $1,709,640 Private Investment Leverage Ratio 15 :1

PUBLIC AND PROJECT BENEFIT SUMMARY PILOT over Term $2,815,958 Cost Attributed to Municipal Storage Facility (City Savings) $1,300,000 IDA Fee $89,652 PUBLIC BENEFIT $4,205,610

PILOT Savings $1,024,876 Sales Tax Exemption $538,986 Mortgage Tax Exemption $145,779 PROJECT BENEFIT $1,709,640 Benefits Chart in $ millions

$1.7

$4.2

Public Benefit Project Benefit

Given that this is a commercial facility, there will be no financial impact to the New Rochelle public schools.

COMMUNITY BENEFITS The fiscal impact to the City will be significant. The redevelopment of the site will result in the annual real estate tax increasing from its current from approximately $80,787 to an estimated annual average of $281,595 in PILOT payments over the term. This represents an approximate 3.5X multiplier. Once the property converts to full taxes in the 11th year, the full taxes will be more than a 5.2x multiplier on the

133 taxes of the unimproved property.

The project is expected to create 3 full-time equivalent permanent jobs and approximately 300 temporary construction jobs.

134 EXHIBIT 1: PILOT SCHEDULE

ASSESSOR INPUTS TAX SUMMARY Residential Commercial Total IDA Non-IDA BID Total Value per Unit1 A $0 $25.00 / sq ft Assessment A $295,000 $295,000 $295,000 Total Units B 0 0 Millage B 1.189051 0.061786 0.019023 1.269860 Assessment C = A*B $0 $295,000 $295,000 Full Taxes C = A*B $350,770 $18,227 $0 $368,997

1 To be provided by Assessor IDA = County, City, School District, & Library Non-IDA = County Refuse & Sewer

PROPERTY TAX PAYMENT SUMMARY

Current IDA Est. Non BID Applicable Full IDA Est. PILOT Est. PILOT Non-IDA Tax Residential Est. Total PILOT, Year Related Assessment Abatement2 PILOT (Yes=1; BID Payment IDA Tax Rate Taxes Payment3 Benefit Rate Refuse Fee Taxes, & Fees Taxes Payments * 0=No) 2% CAGR 2% CAGR No $276 / unit F = Max (1-E M = A B C D = B * C E G = F - D H I = B * H J K = B * J L * D or A) F + I + K + L

1 $80,787 $295,000 1.189051 $350,770 50% $175,385 (175,385) 0.061786 $18,227 0.000000 $0 0 193,612 2 80,787 295,000 1.212832 357,785 45% 196,782 (161,003) 0.063022 18,591 0.000000 $0 0 215,373 3 80,787 295,000 1.237089 364,941 40% 218,965 (145,976) 0.064282 18,963 0.000000 $0 0 237,928 4 80,787 295,000 1.261830 372,240 35% 241,956 (130,284) 0.065568 19,343 0.000000 $0 0 261,298 5 80,787 295,000 1.287067 379,685 30% 265,779 (113,905) 0.066879 19,729 0.000000 $0 0 285,509 6 80,787 295,000 1.312808 387,278 25% 290,459 (96,820) 0.068217 20,124 0.000000 $0 0 310,583 7 80,787 295,000 1.339065 395,024 20% 316,019 (79,005) 0.069581 20,526 0.000000 $0 0 336,546 8 80,787 295,000 1.365846 402,925 15% 342,486 (60,439) 0.070973 20,937 0.000000 $0 0 363,423 9 80,787 295,000 1.393163 410,983 10% 369,885 (41,098) 0.072392 21,356 0.000000 $0 0 391,240 10 80,787 295,000 1.421026 419,203 5% 398,243 (20,960) 0.073840 21,783 0.000000 $0 0 420,025 $807,873 $2,950,000 $3,840,834 $2,815,958 ($1,024,876) $199,579 $0 $3,015,537 73% 27% 2 Abatement cannot result in IDA related taxes less than current payment 3 Estimate based on historical increase in tax rate; actual PILOT payment may vary based up actual tax rate over life of PILOT

135 EXHIBIT 2: 10 YEAR OPERATING PROFORMA

NDC MODIFIED DEVELOPER PRO FORMA

RENTAL INCOME Growth Factor Per Unit, Stab Yr. Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Gross Income 3.00% 3,043,679 3,134,989 3,229,039 3,325,910 3,425,688 3,528,458 3,634,312 3,743,341 3,855,641 3,971,311 Other Income 3.00% 4,000 11,000 17,000 30,000 30,900 31,827 32,782 33,765 34,778 35,822 Gross Income 3,047,679 3,145,989 3,246,039 3,355,910 3,456,588 3,560,285 3,667,094 3,777,107 3,890,420 4,007,132 Vacancy (1,523,840) (786,497) (389,525) (402,709) (414,791) (427,234) (440,051) (453,253) (466,850) (480,856) 50.00% 25.00% 12.00% 12.00% 12.00% 12.00% 12.00% 12.00% 12.00% 12.00% Effective Gross Income 1,523,840 2,359,492 2,856,514 2,953,201 3,041,797 3,133,051 3,227,042 3,323,854 3,423,569 3,526,276

OPERATING EXPENSES 3.00% $8,226 (575,000) (592,250) (610,018) (628,318) (647,168) (666,583) (686,580) (707,177) (728,393) (750,245) Real Estate Taxes $2,991 (193,612) (215,373) (237,928) (261,298) (285,509) (310,583) (336,546) (363,423) (391,240) (420,025)

Total Expenses $11,217 (768,612) (807,623) (847,945) (889,617) (932,676) (977,165) (1,023,126) (1,070,600) (1,119,633) (1,170,270)

Net Operating Income 755,228 1,551,869 2,008,569 2,063,584 2,109,121 2,155,886 2,203,917 2,253,253 2,303,936 2,356,007

UNLEVERED ANALYSIS IRR NOI (25,860,686) 755,228 1,551,869 2,008,569 2,063,584 2,109,121 2,155,886 2,203,917 2,253,253 2,303,936 2,356,007 9% Cap Reserve 0 Terminal value 33,657,236 Cash Flow (25,860,686) 755,228 1,551,869 2,008,569 2,063,584 2,109,121 2,155,886 2,203,917 2,253,253 2,303,936 36,013,242

LEVERED ANALYSIS IRR NOI (11,282,827) 755,228 1,551,869 2,008,569 2,063,584 2,109,121 2,155,886 2,203,917 2,253,253 2,303,936 2,356,007 12.92% D/S (1,106,721) (1,106,721) (1,106,721) (1,106,721) (1,106,721) (1,106,721) (1,106,721) (1,106,721) (1,106,721) (1,106,721) Cap Reserve 0 Terminal Value 24,617,884 Cash Flow (11,282,827) (351,493) 445,148 901,848 956,864 1,002,400 1,049,165 1,097,196 1,146,533 1,197,215 25,867,169

136 STANDARD DISCLOSURE

Standard disclaimer regarding NDC’s compliance with Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and amended Section 15B of the Securities and Exchange Act of 1934 (“Exchange Act”):

The National Development Council is not a Registered Municipal Advisor as defined in Dodd-Frank and the Exchange Act and therefore cannot provide advice to a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities, including structure, timing, terms or other similar matters concerning such financial products or issues.

The general information contained in this document is factual in nature and consistent with current market conditions and does not contain or express subjective assumptions, opinions, or views, or constitute a recommendation, either express or implied, upon which a municipal entity or obligated person may rely with respect to municipal products or the issuance of municipal securities.

In connection with these matters, it is expressly understood by all parties that NDC is not acting as your agent, advisor, municipal advisor, or fiduciary. NDC may have financial and other interests that differ from yours. You should discuss the information contained herein with your own municipal, financial, legal, accounting, tax, and/or other advisors, as applicable, to the extent that you deem appropriate.

137

Date: January 20, 2021

At a meeting of the New Rochelle Industrial Development Agency (the "Agency") held on January 20, 2021, at City Hall, 515 North Avenue, New Rochelle, New York, the following members of the Agency were:

Present:

Absent:

Also Present:

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 TAC New Rochelle, LLC Project located at 54 Nardozzi Place, City of New Rochelle, New York

The following resolution was duly moved by ______, seconded by ______, discussed and adopted with the following members voting:

Voting Aye Voting Nay

138

RESOLUTION OF THE NEW ROCHELLE INDUSTRIAL DEVELOPMENT AGENCY (i) APPOINTING MONARCH DEVELOPMENT COMPANY JV, LLC OR ENTITY FORMED OR TO BE FORMED ON BEHALF OF THE FOREGOING AS ITS AGENT TO UNDERTAKE THE PROJECT (AS MORE FULLY DESCRIBED BELOW); (ii) AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGENT AND FINANCIAL ASSISTANCE AND PROJECT AGREEMENT, LEASE AGREEMENT, LEASEBACK AGREEMENT AND RELATED DOCUMENTS WITH THE COMPANY WITH RESPECT TO THE PROJECT; (iii) AUTHORIZING FINANCIAL ASSISTANCE (THE "FINANCIAL ASSISTANCE") TO THE COMPANY IN THE FORM OF (1) A SALES AND USE TAX EXEMPTION FOR PURCHASES AND RENTALS RELATED TO THE PROJECT, (2) AN EXEMPTION FROM MORTGAGE RECORDING TAXES AS PERMITTED BY NEW YORK STATE LAW, AND (3) A PARTIAL REAL PROPERTY TAX ABATEMENT STRUCTURED UNDER A PILOT AGREEMENT; AND (iv) AUTHORIZING THE EXECUTION OF A MORTGAGE AND RELATED DOCUMENTS

WHEREAS, by Title 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 ROCHELLE INDUSTRIAL DEVELOPMENT AGENCY (the "Agency") 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, TAC NEW ROCHELLE, LLC or an entity formed or to be formed on behalf of the foregoing (the "Company"), previously submitted an application (the "Application") to the Agency requesting the Agency’s assistance with a certain project (the "Project") for the benefit of the Company consisting of: (1) the Agency taking title, possession or control (by deed, lease, license or otherwise) in certain land located at 54 Nardozzi Place (being more fully identified as Section 02, Block 550, Lot 0037) in the City of New Rochelle, Westchester County, New York (the "Land"); (2) the construction on the Land of an approximately 129,177 square-foot, four-story self-storage facility and an approximately 11,914 square-foot, two-story municipal storage facility (collectively, the "Improvements"); and (3) the acquisition and installation by the Company in and around the Land and the Improvements of items of equipment and other tangible personal property (the "Equipment"; and, together with the Land and Improvements, collectively, the "Facility"); and

WHEREAS, pursuant to a resolution adopted by the Agency on December 22, 2020 (the "Initial Resolution") the Agency (i) accepted the Application of the Company, (ii) authorized a public hearing with respect to the Project, and (iii) described the forms of Financial Assistance (as heretofore defined) being contemplated for the benefit of the Company by the Agency; and

139 WHEREAS, pursuant to Section 859-a of the Act, on Wednesday, January 20, 2021, at 7:30 p.m., local time, at City Hall, City Council Conference Room, 515 North Avenue, New Rochelle, New York 10801, the Agency held a public hearing with respect to the Project and the proposed Financial Assistance being contemplated by the Agency (the "Public Hearing") whereat interested parties were provided a reasonable opportunity, both orally and in writing, to present their views. (A copy of the Notice of Public Hearing published and forwarded to the affected taxing jurisdictions at least ten (10) days prior to said Public Hearing is attached hereto as Exhibit A); and

WHEREAS, pursuant to the New York State Environmental Quality Review Act, Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto at 6 N.Y.C.R.R. Part 617, as amended (collectively referred to as "SEQRA"), the Agency must satisfy the applicable requirements set forth in SEQRA, as necessary, prior to making a final determination whether to undertake the Project; and

WHEREAS, the Company made application to the City of New Rochelle Planning Board (the "Planning Board") for site plan approval in connection with the Project; and

WHEREAS, pursuant to SEQRA, the Planning Board declared itself Lead Agency in connection with all processing procedures, determinations and findings, to be made or conducted with respect to the site plan submitted by the Company; and

WHEREAS, by resolution No. 84-2020 duly adopted on December 15, 2020 and attached hereto as Exhibit B, the Planning Board determined that this action constitutes an Unlisted Action under 6 NYCRR Part 617 of the SEQRA regulations, which will not have a significant effect on the environment and therefore does not require the preparation of an Environmental Impact Statement; and

WHEREAS, the Agent and Financial Assistance and Project Agreement, Lease Agreement and Leaseback Agreement, each dated as of February 1, 2021 (or such other date acceptable to Chair or the Executive Director of the Agency) and related documents (collectively, the "Agency Documents") will be negotiated in terms and conditions satisfactory to the Agency and consistent with these resolutions, and the Agency desires to authorize the undertaking of the Project; and

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE NEW ROCHELLE INDUSTRIAL DEVELOPMENT AGENCY AS FOLLOWS:

Section 1. The Planning Board conducted a review of the Project pursuant to SEQRA. In addition to classifying the Project as an Unlisted Action pursuant to SEQRA, the Planning Board by resolution No. 84-2020 duly adopted on December 15, 2020, determined that the Project did not present a potential significant adverse environmental impact. The Agency, having reviewed the materials presented by the Company, including, but not limited to, a Full Environmental Assessment Form, further determines that the Project does not pose a potential significant adverse environmental impact and thus adopts the Negative Declaration previously issued by the Planning Board pursuant to 6 N.Y.C.R.R. § 617.7.

140

Section 2. The Agency hereby finds and determines that the Facility constitutes a commercial facility as defined in the Act and will promote employment opportunities and prevent economic deterioration in the City. The Agency hereby finds that the Project will create temporary construction jobs during the construction period as well as permanent job opportunities following completion of construction of the Project, and may create additional employment opportunities in the City.

Section 3. Based upon representations and warranties made by the Company in the Application, the Agency hereby authorizes and approves the Company, as its agent, to make purchases of goods and services relating to the Project, that would otherwise be subject to New York State and local sales and use tax in an amount up to $6,435,648, which result in New York State and local sales and use tax exemption benefits ("Sales and Use Tax Exemption Benefits") not to exceed $538,986. The Agency agrees to consider any requests by the Company for 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.

Section 4. Pursuant to Section 875(3) of the New York General Municipal Law, 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; or (iv) 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.

As a condition precedent to 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.

Section 5. Subject to the Company executing the Agency Documents and the delivery to the Agency of a binder, certificate or other evidence of a liability insurance policy for the Facility 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, pursuant to the provisions of the Agency Documents: (i) to construct, reconstruct, renovate, refurbish and equip the Facility; (ii) to make, execute, acknowledge and

141 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 Company’s status as agent of the Agency and related sales tax exemption letter shall expire on September 30, 2023 (unless extended for good cause by the Chair, Executive Director or other authorized representative of the Agency).

Section 6. Based upon representations and warranties made by the Company in the Application, the Agency hereby authorizes the grant of Financial Assistance in the form of: (1) a sales and use tax exemption for purchases and rentals related to the Project, (2) a partial real property tax abatement structured under a PILOT Agreement; and (3) exemptions from mortgage recording taxes to the extent permitted by applicable law in connection with any mortgage necessary to undertake the Facility and/or finance or re-finance acquisition and Project costs, equipment and other personal property and related transactional costs

Section 7. (a) The Chair or the Executive Director of the Agency are hereby authorized, on behalf of the Agency, to execute and deliver the Agency Documents (consistent with the schedule of PILOT payments and corresponding real property tax abatements presented to and hereby approved by the Agency and attached to and made a part of these Resolutions as Exhibit C), in the forms acceptable to the Chair or Executive Director of the Agency. The execution of the Agency Documents by the Agency shall constitute conclusive evidence of such approval.

(b) The Chair or the Executive Director is further hereby authorized, on behalf of the Agency, to designate any additional authorized representatives of the Agency.

Section 8. The Chair and the Executive Director of the Agency are hereby further authorized, on behalf of the Agency, to execute, deliver and record 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 or re-finance acquisition and Project costs, equipment and other personal property and related transactional costs (the "Lender Documents"; and, together with the Agency Documents, the "Project Documents") and, where appropriate, the Secretary or Assistant Secretary of the Agency is hereby authorized to affix the seal of the Agency to the Project Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chair or the Executive Director of the Agency shall approve, the execution thereof by the Chair or the Executive Director of the Agency to constitute conclusive evidence of such approval; provided, in all events, recourse against the Agency is limited to the Agency’s interest in the Facility.

Section 9. The 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 and to execute and deliver all such certificates, instruments and documents, to pay all such fees,

142 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 Agency with all of the terms, covenants and provisions of the documents executed for and on behalf of the Agency.

Section 10. Due to the complex nature of this transaction, the Agency hereby authorizes its Chair or Executive Director to approve, execute and deliver such further agreements, documents and certificates as the Agency may be advised by counsel to the Agency to be necessary or desirable to effectuate the foregoing, such approval to be conclusively evidenced by the execution of any such agreements, documents or certificates by the Chair or the Executive Director of the Agency.

Section 11. These Resolutions shall take effect immediately.

143

STATE OF NEW YORK ) ) ss: COUNTY OF WESTCHESTER )

I, the undersigned, Secretary of the New Rochelle Industrial Development Agency, DO HEREBY CERTIFY:

That I have compared the annexed extract of minutes of the meeting of the New Rochelle Industrial Development Agency (the "Agency"), including the resolutions contained therein, held on January 20, 2021, 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 FURTHER CERTIFY, 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”) and pursuant to Governor Andrew Cuomo’s Executive Orders (the “Executive Orders”) authorizing the conduct of public meetings under the Open Meetings Law through use of telephone conference, video conference and/or other similar service, said meeting was open to the general public in accordance with the requirements of the Executive Orders, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7.

I FURTHER CERTIFY, that there was a quorum of the members of the Agency present throughout said meeting.

I FURTHER CERTIFY, that as of the date hereof, the attached resolutions are in full force and effect and have not been amended, repealed or modified.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Agency this ___ day of January, 2021.

Secretary

144 EXHIBIT A

[Notice Documents with respect to Public Hearing held on January 20, 2021]

Attached hereto

145 NOTICE LETTERREGARDING PUBLIC HEARING

January8, 2021

To: The ChiefExecutive Officers of Affected Tax Jurisdictions Indicated on Schedule A Attached Hereto

Re: New Rochelle Industrial Development Agency TAG New Rochelle, LLCProject

Ladies and Gentlemen:

On Wednesday, January 20, 2021, at 7:30 PM, local time, at City Council Conference Room, 515 North Avenue, New Rochelle, New York, the New Rochelle Industrial Development Agency (the "Agency") will conduct a public hearing regarding the above-referenced Project and the financial assistance contemplated by the Agency with respect to such Project. Enclosed is a copy of the Notice of Public Hearing describing the Project and the financial assistance contemplated by the Agency. The Notice has been submitted to The Journal News for publication.

In accordancewith Section 859-a ofthe Act, a representative of the Agencywill be at the above-stated time and place to present a copy of the Company's application to the Agency, which application is available for viewing on the Agency's website at: htt s://www.newrochellen .corn.

However, given the ongoing COVID-19public health crisis and related Executive Orders issued by Governor Andrew M. Cuomo, the Agency will not be able to accommodate any in- person public attendance or participation at the Public Hearing. Nonetheless, and in furtherance of the provisions of Section 859-a of the Act requiring interested parties be provided a reasonable opportunity, both orally and in writing, to present their views with respect to the Project, the Agency will provide public access for viewing of the Public Hearing live on NRTV Optimum Ch 75, Verizon Channel 28 and on line at www.newrochellen .com/livestream. In addition, the Agency will provide public access for the submission of oral comments in real time via Microsoft Teams. Please notify LisaDavis at (914) 654-2189 or Idavis newrochellen .corn if you wish to speak at the Public Hearing by no later than January 19, 2021, 8:00 PM EST, and details for the submission of oral comments will be provided to you. Finally, the Agency encourages all interested parties to submit written comments to the Agency, which will be included within the Public Hearing record. Any written comments may be sent to New Rochelle Industrial Development Agency, New Rochelle City Hall, 515 North Avenue, New Rochelle, New York 10801, Attn: Adam Salgado, Executive Director and/or via email to Lisa Davis at Idavis newrochellen .corn, and written comments must be received by no later than January20, 2021 at 10:00 AM EST.

146 The public hearing is being conducted pursuant to Section 859-a of the General Municipal Law. We are providing this notice to you, pursuant to General Municipal Law Section 859-a, as the chief executive officer of an affected tax jurisdiction within which the project is located.

NEWROCHELLE INDUSTRIAL DEVELOPMENT AGENCY

By: am Salgado Executive Director

147 Schedule A

ChiefExecutive Officers of Affected Tax Jurisdictions

County ofWestchester

The Honorable George Latimer Westchester County Executive 148 Martine Avenue White Plains,New York 10601

City of New Rochelle

The Honorable Charles B. Strome III City ofNew Rochelle City Manager 515 North Avenue New Rochelle, New York 10801

City School District of NewRocheUe

Ms. Rachel Relkin President of the Board of Education City School District ofNew Rochelle 515 North Avenue New Rochelle, New York 10801

Dr. Alex Marrero Interim Superintendent of Schools City School District ofNew Rochelle 515 North Avenue New Rochelle, New York 10801

148 NOTICE OF PUBLIC HEARING

NOTICE IS HEREBY GIVEN that a public hearing (the "Public Hearing") pursuant to Title 1 of Article 18-A of the New York State General Municipal Law (the "Act"), will be held by the New Rochelle Industrial Development Agency (the "Agency") on Wednesday, January 20, 2021, at 7:30 p.m., local time, at City Council Conference Room, 515 North Avenue, New Rochelle, New York, in connection with the matter below. PLEASE NOTE the special hearing logistics and instructions included at the end of this notice.

TAG New Rochelle, LLC, a Delaware limited liability company, for itself or on behalf of an entity formed or to be fanned by it or on its behalf (collectively, the "Company"), has submitted an application (the "Application") to the Agency requesting that the Agency enter into a transaction (the "Project") in which the Agency will assist in the acquisition, construction, reconstruction, redevelopment and equipping of a certain facility consisting of: (1) the Agency taking title, possession or control (by deed, lease, license or otherwise) in certain land located at 54 Nardozzi Place (being more fully identified as Section 02, Block 550, Lot 0037) in the City ofNew Rochelle, Westchester County, New York (the "Land"); (2) the construction on the Land of an approximately 129, 177 square-foot, four-story self-storage facility and an approximately 11, 914 square-foot, two- story municipal storage facility (collectively, the "Improvements"); and (3) the acquisition and installation by the Company in and around the Land and the Improvements of items of equipment and other tangible personal property (the "Equipment"; and, together with the Land and Improvements, collectively, the "Facility").

The Agency will take title, possession or control (by deed, lease, license or otherwise) in the Facility, and will lease or sublease the Facility and the furnishings, fixtures and equipment located therein to the Company. The Agency contemplates that it will provide financial assistance to the Company in the form of (i) exemptions from sales and use taxes otherwise payable upon the purchase or lease of materials, furnishings, fixtures and equipment, and other taxable personal property; (ii) exemptions from mortgage recording taxes in connection with the acquisition financing, construction financing and/or pennanent financing or any subsequent refinancing of the costs ofthe acquisition, construction, renovation, reconstmction, refurbishing and equipping ofthe Facility as permitted by New York State law; and (iii) an abatement of real property taxes in such amount as the Agency may determine in order to accomplish the purposes of the Project.

149 PLEASE NOTE SPECIAL PUBLIC HEARING CONDUCT mSTRUCTIONS AND ^FORMATION:

In accordance with Section 859-a of the Act, a representative of the Agency will be at the above-stated time and place to present a copy of the Company's Application, which is also available for viewingon the Agency's website at: ht s://www.newrochellen .corn.

However, given the ongoing COVID-19 public health crisis and related Executive Orders issued by Governor Andrew M. Cuomo, the Agencywill not be able to accommodate any in-person public attendance or participation at the Public Hearmg. Nonetheless, and in furtherance of the provisions of Section 859-a of the Act requiring interested parties be provided a reasonable opportunity, both orally and in writing, to present their views with respect to the Project, the Agency will provide public access for viewing of the Public Hearing live on NRTV Optimum Ch 75, Verizon Channel 28 and on line at www.newrochellen . com/livestream. In addition, the Agency will provide public access for the submission of oral comments in real time via Microsoft Teams. Please notify Lisa Davis at (914) 654-2189 or Idavis newrochellen . corn if you wish to speak at the Public Hearing by no later than January 19, 2021, 8:00 pm EST, and details for the submission oforal comments will be provided to you. Finally, the Agency encourages all interested parties to submit written comments to the Agency, which will be included within the Public Hearing record. Any written comments may be sent to New Rochelle Industrial Development Agency, New Rochelle City Hall, 515 North Avenue, New Rochelle, New York 10801, Attn: Adam Salgado, Executive Director and/or via email to Lisa Davis at Idavis newrochellen .corn, and written comments must be received by no later thau January 20, 2021 at 10:00 AM EST.

Dated: January9, 2021 NEWROCHELLE INDUSTRIAL DEVELOPMENT AGENCY

By: Adam Salgado Title: Executive Director

150 I I < II media group

m

AFFIDAVIT OF PUBLICATION FROM

State of Wisconsin County of Brown, ss.:

On4ie, 9 dayof Janu in year2021 ,before me, the undersigned, a NotaryPublic ia and for said State, personally appeared l'(. ^ o}fj J ff\ personally knownto me orproved to meon the basis of satisfactory evidence to bethe individual(s) whose name(s) is (arc)subscribed to thewithin instrument and acknowledged to methat he/she/they executed the same in his/her/their capacity(ies), and that by his/her/tfaeir signature(s) on the instrument, the individuals), or die person upon behalf of which the individual(s) acted, executed, the instrument. /16i^j s ^. j T-/br ^ beingduly sworn says that he/she is the principal clerkof THEJOURNAL NEWS, a newspaperpublished in the County of Westchester and the Stateof New York, andthe notice of which the annexed is a printedcopy, was published in the newspaper area(s) on the date (s) below:

Zone: Run Dates: We tchester 01/09/2021

Signature ^^W1111^ Swornto before me, thi 9 da of Jan ary 2021 /^.^ f [ ^OTA/?^ \ ; <».»

WESTCHESTER: Amawalk, Aidsley, Ardsley on Hudson, Armonk, Baldwin Place, Bedford, Bedford Hills, Brewster, Briardiff Manor, Bronxvllle, Buchanan, Carmel, Chappaqua, Cold Spring, Crompond,Cross River,Croton Falls,Croton on Hudson.Dobbs Feny, Eastchester, Elmsford,Garrison, GoMens Bridge, GranHe Springs, Greenbuig, Harrison, Hartsdale, Hastings.Hastings on Hudson,Hawthorne, Irvington,Jeffeison Valley, Katonah, LakePeekskill. Larchmont,Uncolndale, Mahopac, Mahopac Falls, Mamaroneck,Millwood, Mohegan Lake, Montrose, Mount Kisco, Mount Vemon, New Rochelle, North Satem, Ossining, Patterson, Peekskill, Pelham, Pleasantville, Port Chester, Pound Ridge, Purchase, Purdys,Putnam Valley, Rye,Scarsdate, Shenorock, Shrub Oak, Somere, South Salem, Tarrytown, Thonnwood, Tuckahoe, Valhalla, Veiplanck,Waccabuc, White Plains, Yorktown Heights, Yonkers

ROCKLAND: Blauvelt, Congere, Garnenrille, Haveretraw, Hillbum, Monsey, Nanuet, New City, Nyack, Orangeburg, Palisades, Peart River, Piermont, Pomona, Sloatsburg, Sparkill, Spring Valley, Stony Point, Suffem, Tallman, Tappan, ThieHs, TomMns Cove, Valley Cottage, West Haverslraw, West Nyack Ad Number: 0004541356

151 Ad Number: 0004541356 Run Dates: 01/09/2021

NOTICEOf PUBUCHBUilNG

NOTICE ISHEKEBY GIVEN that a public hearing (the 'Public Hearing"} pusuant toTrtte 1 offcfide 1 B-A of the New Yaik SBtt General Munkiiat law (the "Acf), will be hdd by tte New Rochdte IndustrialOewtopninit Agency (the "AgaKy")on Wednesday, Januay 20. 2021, at 7:30 p. ro, lo- caltime, atCity'Cmml ConferenffiRoom. 'StS NorthAyenue, New Rodidle, NT York, in am- nectim with Ite maltB bdow. PtEASE NOTE fte spedal hearing logistks ami inshKtions indud- cd at theaid of thisnotke. TAG NCTI Rodielte, UC, a Ddawae limted liaMity (ompany, for itself 01 on bdialf of an entiy formed orto be famieil by it oron its behalf (coltectwdy, the "Company"), hasaAmitted anippli- cation (ihe "AjiplkatKm") to to Agmcy lequesting that the Ayncy enter irtn a transacBon (the .Proiect")in whid)the Agency wlllassist inIhe acquisithxi, CBnstfiKtton, iBnnsmiclion, iHtevel- opmentand equipping of a wtainfadlily cnsistaig of: (1) fe AguKyttta| iMe,fmseaT or control (by deal, 'lease, license or othemiw) in certain lamf tocated at M Nanfasri Mace (being more fully klaiBied asSection 02. Block 550, lot 0037> in the Oty nf New Rochdte, Westdtesta 177 County, New Yort (he "land"); (2) fe constnKtim on the Land nl an qjpTOKiinately 129, square-foot. four-story sdf-storage fadlity and an afipronmatEly 11,9U sqiBre-lnit, two^toy minidpal aoragefaality (collecdvely. the .hi|in)wmenls");and (3) Itie aa]uiaten ant installa- tionbf theCoii4)any in'ami around the laiidand the Improvamnis d ItEmsof equipment and other taigiUe pmonal pnverty (tlie 'Eq^imEnt"; and, together wilh the land am) Impove- nwnts,coltectwely, ttie . Fadi^">. TheAgency v»ai take tWe, poisesacm oi control (bycteai, lea» liceme nr othawise) in the fadli- ty, and«wli tease of siAtease theFadtity and die lumislBngs, fixaiie,and e[|ui|mEflt located Ihere- into the Compaiy- TheAgency contanplates that it uiNprom* finaiidd assistance to the Com- ttie pany in the fam of (i) ewmiHions frimi sates and use COE oAerarise paydle upon punhase or lease of mattrials, famishings. fixtuns and equipment, and lOm tacabte pasonal pioptrty; (ii) siemptioiBfrom niongage remni'ng taxes in connecftin nidi theauiuialion ftiandng, amsmic- fim finandngandte pemanentfinanQng » anysuteequart lefinandngof the asSs of the ac- quisition, coiistnKlkia ramatmn, ramstiittuin, relintidimg and equpiang nf the facility as pemiitted fayNew Yolk State law; andC'u) an abiitenient ofreal pfoperty taiiesin suchaiioimt as the Agency inay daznnire inolder to ammylish thepuipnses ofdie Project PLEASENOTE SPEOA1 PtBUC HEARING CONDUa INSTCUCTIONS AND INFORMATION: In accoKlancewith Section85ft< of the Act, a represenlathe ofthe Agencywill beattheabove- statedBme and filace tn presEflta uw ofdw Company's Applicaftm; wtidi is also aiaBable fbr viamng on die /^ency's wAate at httpEf/imw.newrochdtenyxom. However,gha theongoing COVID-19 publu: heaMi cnas and rdated Eiieoitiw Oiders isswd by SOUCTICTAndrew M. Cuonu, te A^ncywB not be ate 6) accnmmodale aqr ifrpecai" public at- tendance or partidpatiim at the Pu&k Hearing. Nonrtietess, ant in fmthaance of the pfnroora of Section 859-a of die Art requiring interested pates be prorided a reasonable iwKirtmity, baft orallyand to wri&ig.to [resent dimwens imtfl respeajodie PmjHt te ^Encyml] firoyide aiamel 28 piAriic access Imvieimg'ofthe PiAlic Heamg live on NRTVOptimum tt 75. ycrizon and on line at imni. neifrodielleiv. comdmstTeain. hi aiMtion, die Agency wiB provide puMk: ac- cessfa thesubmission of oral comments inreal timevia MmisoftTeans. Pleasenotify Usa DavB at (9)4) 654-21S9 or IdaiisenEwrochellEiiy-uni » you wish a speak at the PuMc Hearing by no laterthan Januay 19, 2021.8:00 pm EST, and details for ths aibmisaon offlraluMmnents will be pnividedto you. "Rndly, the Agency Bmuf^es all intaested parties to sutamt wntlEn annments to the Agency, whidiwB be mdudedwithin dw Mite Hearingremnt Any^writBnrammaitt maybe SM to NewIfaxhelle Imlustrial Oevdopment Agency, New RodieUe Qly Hdl. 515North Avenue, NewRodidte. NewYork 10801, Attn: Adam Sdgadb, Execulive Diiector anAar iria CTiail to lisa Davis at IdaTOBnewrochelleny. coin and written "cmmEiits must be recewed by no later than Januay2d 2021 at )(MM AM EST. Dated:tenuay 9. 2021 NEWROOIEllE INDUSTRIAL DEVELOPMENT AffNCT

^ AdamSalgado title: Exeadive Director 00045413M

152 NOTICE LETTER REGARDING PUBLIC HEAMNG

January8, 2021 yq II @ To: The Chief Executive Officers of Affected Tax Jurisdictions <~? II? Q S 2 Indicated on Schedule A Attached Hereto I r~ i:;; n 03 ^[;]S

y ".'- V! \ Re: New Rochelle Industrial Development Agency '- 0 a ^"s . -': -Tt TAG New Rochelle, LLC Project -

On Wednesday, January 20, 2021, at 7:30 PM, local time, at City Council Conference Room, 515 North Avenue, New Rochelle, New York, the New Rochelle Industrial Development Agency (the "Agency") will conduct a public hearing regarding the above-referenced Project and the financial assistance contemplated by the Agency with respect to such Project. Enclosed is a copy of the Notice of Public Hearing describing the Project and the financial assistance contemplated by the Agency. The Notice has been submitted to The Journal News for publication.

In accordance with Section 859-a of the Act, a representative of the Agency will be at the above-stated time and place to present a copy of the Company's application to the Agency, which application is available for viewing on the Agency's website at: h s://www.newrochellen .corn.

However, given the ongoing COVID-19 public health crisis and related Executive Orders issued by Governor Andrew M. Cuomo, the Agency will not be able to accommodate any in- person public attendance or participation at the Public Hearing. Nonetheless, and in furtherance of the provisions of Section 859-a of the Act requiring interested parties be provided a reasonable opportunity, both orally and in writing, to present their views with respect to the Project, the Agency will provide public access for viewing of the Public Hearing live on NRTV Optimum Ch 75, Verizon Channel 28 and on line at www.newrochellen . com/livestream. In addition, the Agencywill provide public access for the submission of oral comments in real time via Microsoft Teams. Pleasenotify Lisa Davis at (914) 654-2189 or Idavis ewrochellen . corn if you wish to speak at the Public Hearingby no later than January 19, 2021, 8:00 PM EST, and details for the submission of oral comments will be provided to you. Finally, the Agency encourages all interested parties to submit written comments to the Agency, which will be included within the Public Hearing record. Any written comments may be sent to New Rochelle Industrial Development Agency, New Rochelle City Hall, 515 North Avenue, New Rochelle, New York 10801, Attn: Adam Salgado, Executive Director and/or via email to Lisa Davis at Idavis newrochellen . corn, and written comments must be received by no later than January 20, 2021 at 10:00 AM EST.

153 NOTICELETTER REGARDmG PUBLIC HEARING REC£$VfcO_ OF SCHOOLS January 8, 2021 mi JAN-8 A ^ 12 CtTYSCHOOL_&tSTR»yL To: The Chief Executive Officers of Affected Tax Jurisdictions ^WROCHELiE.HY 10801 Indicated on Schedule A Attached Hereto

Re: NewRochelle IndustrialDevelopment Agency TAG NewRochelle, LLC Project

Ladies and Gentlemen:

On Wednesday, January 20, 2021, at 7:30 PM, local time, at City Council Conference Room, 515 North Avenue, New Rochelle, New York, the New Rochelle Industrial Development Agency (the "Agency") will conduct a public hearing regarding the above-referenced Project and the financial assistance contemplated by the Agency with respect to such Project. Enclosed is a copy of the Notice of Public Hearing describing the Project and the fiinandal assistance contemplated by the Agency. The Notice has been submitted to The Journal News for publication.

In accordance with Section 859-a of the Act, a representative of the Agency will be at the above-stated time and place to present a copy of the Company's application to the Agency, which application is available for viewing on the Agency's website at: h s://www.newrochellen .corn.

However, given the ongoing COVID-19 public health crisis andrelated Executive Orders issued by Governor Andrew M. Cuomo, the Agency will not be able to accommodate any in- person public attendance or participation at the Public Hearing. Nonetheless, and in furtherance of the provisions of Section 859-a of the Act requiring interested parties be provided a reasonable opportunity, both orally and in writing, to present their views with respect to the Project, the Agency will provide public access for viewing of the Public Hearing live on NRTV Optimum Ch 75, Verizon Channel 28 and on line at www.newrochellen .com/livestream. In addition, the Agencywill provide public access for the submission of oral comments in real time via Microsoft Teams. Pleasenotify LisaDavis at (914) 654-2189 or Idavis newrochellen .corn if you wish to speak at the Public Hearing by no later than January 19, 2021, 8:00 PM EST, and details for the submission of oral comments will be provided to you. Finally, the Agency encourages all interested parties to submit written coinments to the Agency, which will be included withinthe Public Hearingrecord. Any written comments maybe sent to New Rochelle Industrial Development Agency, New Rochelle City Hall, 515 North Avenue, New Rochelle, New York 10801, Attn: Adam Salgado, Executive Director and/or via email to Lisa Davis at Idavis ewrochellen . corn, and written comments must be received by no later than January 20, 2021 at 10:00AM EST.

154 NOTICELETTER REGARDING PUBLIC HEAR^G,... . ^%£jr,^ 1-8 4Mf@tJ2 January 8, 2021 c'&%^r

To: The Chief Executive Officers of Affected Tax Jurisdictions Indicated on Schedule A Attached Hereto

Re: NewRochelle Industrial Development Agency TAG New Rochelle, LLC Project

Ladies and Gentlemen:

On Wednesday, January 20, 2021, at 7:30 PM, local time, at City Council Conference Room, 515 North Avenue, New Rochelle, New York, the New Rochelle Industrial Development Agency (the "Agency") will conduct a public hearing regarding the above-referenced Project and the financial assistance contemplated by the Agency with respect to such Project. Enclosed is a copy of the Notice of Public Hearing describing the Project and the financial assistance contemplated by the Agency. The Notice has been submitted to The Journal News for publication.

In accordance with Section 859-a of the Act, a representative of the Agency will be at the above-stated time and place to present a copy of the Company's application to the Agency, which application is available for viewing on the Agency's website at: htt s://www.newrochellen .corn.

However, given the ongoing COVID-19 public health crisis and related Executive Orders issued by Governor Andrew M. Cuomo, the Agency will not be able to accommodate any in- person public attendance or participation at the Public Hearing. Nonetheless, and in furtherance of the provisions of Section 859-a of tfae Act requiring interested parties be provided a reasonable opportunity, both orally and in writing, to present their views with respect to the Project, the Agency will provide public access for viewing of the Public Hearing live on NRTV Optimum Ch 75, Verizon Channel 28 and on line at www.newrochellen -com/livestream. In addition, the Agency will provide public access for the submission of oral comments in real time via Microsoft Teams. PleasenotifyLisa Davis at (914) 654-2189 or Idavis newrochellen .corn if you wish to speak at the Public Hearingby no later than January 19, 2021, 8:00 PM EST, and details for the submission of oral comments will be provided to you. Finally, the Agency encourages all interested parties to submit written comments to the Agency, which will be included withinthe Public Hearing record. Any written comments may be sent to New Rochelle Industrial Development Agency, New Rochelle City Hall, 515 North Avenue, New Rochelle, New York 10801, Attn: Adam Salgado, Executive Director and/or via email to Lisa Davis at Idavis newrochellen . corn, and written coinments must be received by no later than January 20, 2021 at 10:00 AM EST.

155 SENDER:COMPLETE THIS SECTION COMPLETETHIS SECTIONON DELIVERY A. Signature Complete items 1, 2, and3. D Agent Print your name and address on the reverse X D Addressee so that we can return the card to you. B. Receivedby (Printed Name) a^p/ifDelivery Attach this card to the back of the mallpiece, or on the front if space permits. 1. Article Addressedto: D. Isdelivery address different from item ? D Yes IfYES, entgr delivety-aadress below: D No

'S t ; : '..i l^»' ""^' --1 ;\ The Honorable George Latimer :-:^ c^' 148MartineAve Westchester County Executive 3. Service Type D Priority Mail Express® a AdultSignature . ._ .. -»^nes!sterec!Mai!T White Plains, NY 10601 a AdultSignature Restricted Dsliveiy D RegisteredMall Restricted ifiedMail® _De]lvery. 9590 9402 5487 9249 8695 20 a Certified Mdl Restricted Deliveiy D "stum^ejptfor 2. Article Number /Transfer/m'"«'»""^'jk:" |Sas»-~^ g S^il RestrictedDeliver u R^rictedD'eiivery" "7aos~iiba ooaa bsii (over$500) Domestic Return P- .~t PS Form 3811, July 2015 PSN7530-02-000-9053

156 EXHIBIT B

[SEQRA Resolution No. 84-2020 Adopted by City of New Rochelle Planning Board on Dec. 15, 2020]

Attached hereto

157 CITY OF NEW ROCHELLE, NEWYORK DEPARTMENT OF DEVELOPMENT PLANNING BOARD

Members Present: Brown, Coelho-Marques, Dodds-Brown, Lipow, Mercado, Pitocchi Members Absent: Smith Introduced: December 15, 2020 Adopted: December 15, 2020 Moved By: Lipow Seconded By: Brown Abstained: None Opposed: None Passed: Unanimousl Site Plan Approval PB 30-20 RESOLUTIONNO. 84-2020 54 Nardozzi Place, Block 550, Lot 37

WHEREAS, an application has been filed by TAG New Rochelle, LLC for site plan approval for a proposed 4-story self-storage facility and municipal space at 54 Nardozzi Place (Block 550, Lot 37) in a LI Light Industry zoned district; and

WHEREAS, it has been determined that this site is not located in a Critical Environmental Area. and is an Unlisted Action under the State Environmental Quality Review (SEQRA) process; now, therefore be it

RESOLVED, the New Rochelle Planning Board does hereby approve the site plan subject to the following conditions:

1. Street opening permits are required prior to any work taking place in the public ROW.

2. Applicant must perform and complete all inflow and infiltration work to the satisfaction of the City Engineer.

3. The Applicant shall, at its own cost, build all utilities, sanitary and storm drainage improvements, driveways, curbs, sidewalks, handicapped ramps, and other necessary infrastructure shown on the s/'te plan, all in accordance with the New Rochelle Department of Public Works' standards and acceptable to the City Engineer.

4. All proposed sanitary sewer lines shall be comprised of extra heavy cast iron.

5. The applicant shall provide a stormwater detention design to the satisfaction of the City Engineer.

6. The applicant shall satisfy the requirement for private art betterments in accordance with Section 331-120. 1.

7. The applicant shall comply with the grading and draining provisions in Section 331-129B.

8. The applicant shall comply with the following sections of the NYS Building Code 3303, 3306 and 3307 with respect to demolition and the protection of adjoining properties etc.

9. The applicant shall be required to post a bond to cover the costs of demolition for the each phase of the project prior to obtaining a Temporary Certificate of Occupancy (TCO) or Certificate of Occupancy (CO). Once a bond is posted, the applicant shall demolish the buildings for the next

Res. No. 84-2020 Page 1 of 3

158 phase in order to obtain a TCO/CO for the current phase of construction. The applicant will need to put up a bond/escrowout of the capital funds to demolish buildings.

10. The applicant shall comply with the grading and draining provisions in Section 331-129B. Oil/grit separators shall be constructed to permit access for inspection and maintenance and the Owner shall submit maintenance reports together with a signed and notarized certification on a form supplied by the Building Official twice per year, once between April 15 and May 30 and once between October 15 and November 30, certifying that the oil/grit separator was inspected and cleaned out during the above-described time periods and that said separators are in working order. The Owner shall be further required to post a long-term maintenance bond, or an evergreen letter of credit with respect to the performance of the maintenance required herein. If the maintenance bond expires or /'s used by the City in order to conduct the required inspection and cleaning in the event of default by the Owner, then the City may serve an abatement notice for further expenses incurred by or on behalfof the City pursuantto the procedures set forth in Section 200 of the City Charter.

11. Any damage during construction to City right-of-way shall be remedied to the satisfaction of the Department of Public Works.

12. Applicant shall prepare a management plan for refuse pick-up, which must be contained on site, subject to the review and approval of the Department of Public Works.

13. All loading and unloading must be contained on site. Loading and unloading is not permitted on Nardozzi Place.

14. The Applicant shall submit construction staging plans to the Department of Public Works (DPW) prior to the issuance of a building permit.

15. The applicant shall submit a comprehensive plan, detailing any planned closures of sidewalks, roadways, traffic lanes and/or parking spaces, with plans outlining mitigation of negative effects to the public, to be reviewed and approved by the Building Official, City Engineer and Traffic Engineer.

16. The applicant shall obtain any requisite permits from any Westchester County department/agency, New York state department/agencyor federal department/agencyprior to the issuanceof a building permit.

17. Applicant shall comply with comments from the New Rochelle Fire Department.

18. The Applicant shall construct the municipal space in accordance with plans approved here, and the memorandum of understanding signed between the applicant and the City of New Rochelle. A certificate ofoccupancy for the storage spaceshall not be issued until a certificateof occupancy has been issued for the municipal space; now, therefore be it

RESOLVED, that in accordance with General City Law Subsection 27-a (7), the Applicant's engineer or architect, priorto the issuanceof any type of building permitfor construction, shall submitto the Building Official an estimate of the costs of all required site infrastructure and improvements associated with this site plan approval, which estimate shall be verified by the Building Official as adequate to cover all such site infrastructure and improvements. Thereupon, the Applicant shall provide to the City Bureau of Buildings a performance bond or other security acceptable to Corporation Counsel, in an amount and for a period of time acceptable to the Building Official, all in accordance with Section 27-a, Subsection 7 and Section 33, Subsection 8 of General City Law; and, be it further

RESOLVED,that in accordance with the Zoning Code, prior to issuance of the final Certificate of Occupancy, The Applicant shall provide to the City Bureau of Buildings all necessary maintenance bonds or other security

Res. No. 84-2020 Page 2 of 3

159 acceptable to Corporation Counsel, in an amount and for a period of time acceptable to the Building Official for any proposed landscaping and, if applicable, for any oil/grit separators; and, be it further

RESOLVED, that in accordance with Section 331-123 of Chapter 331 (Zoning) ofthe New Rochelle City Code, such approval for any construction shall expire if a building permit is not issued within one (1) year from the date of approval and if all construction work is not completed within two (2) years of the date of issuance of such permit. Upon application to the Planning Board, extensions totaling a maximum of twelve (12) months may be granted to each of these time periods, for appropriate cause; and, be it further

RESOLVED, that the applicant and all successors/assignees are hereby informed that in accordance with Section 331-140 of the zoning code; Penalties for Offenses, if any element of an approved site plan is amended without knowledge or approval by the Planning Board, a fee shall be assessed to return to the Planning Board so as to formally file a site amendment, and be it, further

RESOLVED, the Planning Board Clerk is authorized to grant an extension of one (1) month beyond the first year site plan approval date, for any or all of the following conditions: if the applicant can demonstrate that reasonable progress has been made in satisfying the Planning Board's conditions of approval, if the Applicant needs the extension during the Planning Board's annual vacation period, or if other extenuating conditions have occurred, which the Planning Board Clerk considers reasonable for the granting of the additional one (1) month extension. Ifthe Applicant has not obtained the required building permit within this one month extended approval period, the Applicant may apply to the Planning Board to extend the site plan approval for the remaining eleven (11) months.

Dated: December 2-^, 2020

Ma . Schwartz, Al , PTP Planning Board Clerk Filed City Clerk's Office December^ 2020

1 y Clerk

Res. No. 84-2020 Page 3 of 3

160 EXHIBIT C

[Proposed PILOT Schedule]

161 ew Rochelle Industrial Development Agency City of ew Rochelle Corporation for Local Development 515 North Avenue New Rochelle, New York 10801 (914)654-2185 Uniform Joint Applicationand Project Evaluation Criteria*

* NOTE: AppUcants should notify NRIDA/CNRCLD staff of their intent to submit an application no later than forty five (45) days prior to proposed date ofNRTOA's or CNRCLD's meeting to vote on the inducement of the Project. Completed applications should be submitted to NRIDA/CNRCLD staffno later than thirty (30) days prior to such date.

Pleaserespond to all questions in this Application for FinancialAssistance (the "Application") by, as appropriate:

. Filling in Blanks; . Checking the Applicable Term(s); * Attaching Additional Text (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 fonn is needed in responding to any specific question, please include your response as an attachment to this application. If an estimate is given, enter "EST" after the figure. If not submitted by email, one signed original and one photocopy of the Application (including all attachments) must be submitted. A non-refimdable application fee, as noted in Schedule A, is required at the time of submission of this application to the New Rochelle Industrial Development Agency (the "Agency").

At the time of inducement, Transaction Counsel may require a deposit whichwill be applied to fees incurred and/or actual out-of-pocket disbursements made during the inducement and negotiationprocesses, and will bereflected on theirfinal statement at closing.

Acceptance of this Application for consideration does not constitute a commitment on the part oftheNRIDAorCNRCLD to undertake the proposed Project, to grant any Financial Assistance with respect to the proposed Project or to enter into any negotiations withrespect to theproposed Project. Information provided herein will be posted on the NRIDA and CNRCLDwebsite and maybe subject to disclosure for those requesting it under the New York Freedom of Information T "". /TkT»... ^7-""l. n..l-1;» r\ff:^. T "". e o/i ^* ^^^ \ /'"Cr^TT "\ T^+l. ^ A»»1;»^_* L^1;^. ^^ +!. "<.

162 a portion of the material submitted with this Application is protected from disclosure under FOIL, the Applicant should mark the applicable section(s) or page(s) as "confidential" and state the applicable exemption to disclosure under FOIL. However, regardless of such designation by the Applicant, the determination as to whether such information is disclosable under FOIL will be made bytfaeNRIDA and/or CNRCLDin accordance with applicable law.

163 Company Name: TAG New Rochelle, LLC Owner: Chaim Elkoby Company Address: 6100 Lake Forrest Dr, Suite 104 DBA: (incl. phone and email) Atlanta, GA 30328 770-239-6655 N/A [email protected] SeniorDecision Maker and Company Attorney Contact SIC/NAICS #: Info: (incl. phoneand email) p^ry M Qchacher,Esq and 42259903/531130 Chaim Elkoby Aldo V Vitagliano, PC 770-239-6655x101 914-921-0333 Federal ID #: 85-2629644 [email protected] [email protected] Project Type: Kl NewDevelopment D Rehab D Commercial M Industrial D Refinance a Retail o Housing: D Senior D Affordable D Market Rate ^ Public Use

Address: 54 Nardozzi Place NewRochelle NY 10805 (Pleaseattach a map highlightingthe location ofthe project. ) seeattached ExibitA TaxMap #: 02-550-0037 CurrentZoning: LI - Light Industrial

Detailed Statement describing project (including, but not limited to, land acquisition, construction of manufacturing facility, number of stories, total square footage- including allocation of square footage based on use in mixed use projects, unit mix-for residential rental projects), etc.):

4-sto ; 129, 177 sfself-stora efacilit and

2-story; 11,914gsf municipal storage facility

TotalRentable Square Feet: 96-000 NRSF(no inclusive ofmunicipal Space)

Property andBuUding Sizeof Completed Project: Land - 59 961 Sf Improvements Storage- 129, 177gsf Improvements Municipal - 11, 914gsf 164 Uniform JointAppIicationand Project EvaluationCriteria

Xl Sales Tax Exemption D Industrial Revenue Bonds Xl MortgageRecording Tax Exemption c

D Job Creation a Job Retention D Community Develo ment a Qualit of Life D Re ionall Si ificant n Develo ment that will attract other investment D Housingin downtown aiid/or Affordableunits

Year business was established:

Authorized to do Business in New York if Foreign Company: YesK NOD D PlaceBusiness Established: Delaware

Submission of Three (3) Most Recent Annual Reports: YesD NoK

Statement and Status of Past Government Incentives ReceivedIncluding from the NRIDA and/or CNRCLD, if AppUcable:

N/A

165 Uniform JointApplication and Project Evaluation Criteria

Form of Business Entity: a Publicly-held Corporation D Privately-held Corporation ^ Limited Liability Company/Partnership D Sole Proprietorship D 501 (C) (3) or other Not For Profit Corporation

Intended Use of Facility: D manufacturing D warehousing D research D offices D industrial D recreation D retail D residential D trammg D data process K other if other, explain: Self-stora e and munici al stora e

Number of Existing Employees at Project Site:

Describe Green BuUding Technologies Intended for Facility: Describe green technologiesthat will be incorporatedinto the project consbuction/renovations in additionto the applicant's required compliance with energy efficient standards (Energy Star) in equipment and lighting. If the applicant has elected not to incorporate Green Building technologies into the project scope, please explainthe basis for such decision. LED li ht fixtures w/ occ. sensors, hi h efficienc HVAC s stem set to heat at 55° and cool at 80°, drought resistant landscaping (no irrigation), potential for roof mounted solar panels. Low/infrequent occupancy of building achieves significantly reduced energy usage in comparison to other use types of similar size. Construction Start and Completion Dates: March 2021 - March 2022

Expected Date of Occupancy: Ax ril 2022

D Ifmulti-phased: a. Total number of phases anticipated:

b. Anticipated date of commencement phase:_month_year (including demolition)

c. Approximate completion date of final phase:_month year

d. Is phase 1 functionallydependent on subsequentphases? Yesa NOD

166 Uniform JomtApplication and Project Evaluation Criteria

Environmental Review: Has the required enviromnental review under the State Environmental QualityReview Act (SEQRA)been completed? YesK Non

See Exhibit B ^Yes' please attach all documentation (e. g. environmental assessment form, environmental impact statement, findings and detenninations of lead agency, to the extent applicable).

Name of Project Architect/Engineer/Contractor (if known): Architect/Engineer - Universal Engineering Services, PC Contractor - TBD

Project Team Background (Please attach the followin ): See Exhibit C If applicant is a developer and project is to be non-owner occupied, composition of applicant's current real estate portfolio as of the time of application (including type of project andnumber ofsquare feet or units ownedand/or managed, if residential). See Exhibits A copy of all third-party commitments to provide financing (debt and/or equity) for D. 1 &D.2 the project; if none, two (2) baiik references for the applicant and each financial equitypartner/member/shareholder/principal of the applicant. If the applicant is an operating company intending to occupy and operate from the N/A project, fmancial statements for the past (3) three years prior to the time of application from applicant and each participating principal, partner or co-venturer, that includes the value of assets each participant would contribute to the proposing entity and verifications that such assets are available. The financial statement may also include any additional information that will be useful in evaluating the applicant's financial reliability and past ability to finance projects. (If audited financial statements are not available, please provide certified financial statements. All statements, audited or certified, should be in accordance with generally accepted accounting principles consistently applied). For applicant (includmg any partner/member/shareholder/principal of, or co-venturer See Exhibits with, the applicant) and each member of the project team (e. g. architect, engineer, E. 1 &E.2 conta-actor, constmction manager) a certified statement regarding any debannents, suspensions, bankmptcy or loan defaults on real estate development projects and/or government contracts. For applicant (including any partner/member/shareholder/principal of, or co-venturer See Exhibits with, the applicant) a certified statement that all taxes, levies and assessments due and F. 1 &F.2 payable to the City of New Rochelle, the City of New Rochelle School District and the CountyofWestchester are paid in full.

Financial Information Please attach the followin ):

A detailed statement describingthe expected equity requirements and anticipated sources of working capital and anticipated sources for financing the project, including construction that detail: . Existing county, city, school taxes (from Assessor's Office) . Estimated taxes after improvements (from Assessor) See Exhibit G . Sources and Uses

167 Uniform JointApplication and Project Evaluation Criteria

Itemized by source and amount of all proposed sources of funds to pay all project costs (this must include the amount of cash equity to be invested by the applicant (including equity attributed to grants/tax credits) and the amount to be borrowed, including bank financing and any tax-exempt and/or taxable bond financing) 0 Terms and conditions for all sources (e.g., affordablehousing terms by lender, if any) 10-15-20-30-yearoperating-pro-forma (use # of years per length of requested PILOT) See Exhibit G Budget/Incomeand Expense Statement/Rent Roll o Detailed development (hard and soft costs) budget (this must also include all capital costs includingcosts ofreal property and equipment acquisition, building constmction or reconstruction costs, including those financed from private sources, and an estimate of the percentage of costs fmanced from public sector sources, including the sum total of all state and federal grants andtax credits)

0 Construction timeline 0 Detailed operating budget 0 Income and expense statement Projected rent roll

168 Uniform JointAppIication and Project Evaluation Criteria

Current Real Property Tax Assessment (land and total) of Project Location: $ Land - $36 400 Total - $67, 500 Projected Real Property Tax Assessment of Completed Project (apply existing equalization rate to value) without PD..OT Benefit: $

Requested Duration of Property Tax Exemption: 10 years.

Proposed PILOT Schedule:

PILOT % Total Full Tax Net Year Payment PILOT Payment Exemption w/o PILOT 1 0% 2 10% 3 20% 4 30% 5 40% 6 50% 7 60% 8 70% 9 80% 10 90% 11 12 13 14 15 16 17 18 19 20 TOTAL roA PILOT Benefit: NRIDAstaff will evaluate the amount of PILOT benefit requested based on estimated Project Costs as contained herein and anticipated tax rates and assessed valuation, includingthe annual PILOTbenefit abatement amount for each year of the PILOT and the sum total of PILOT benefit abatement amount for the tenn of the PILOT.

169 Uniform JointApplication and Project Evaluation Criteria

Sales and Use Tax Exemption Benefit; (^Q^fi: as of the date ofthis Application the sales and use tax rate in the City ofNew Rochelle is 8.375° ):

Estimated Total Project Cost: $ 26 505 199

Estimated Value of Sales Tax Exemption for Building Materials' Cost (Facility Construction): $ 445, 000

Estimated Sales Tax Exemption for Fuctures and Equipment: $ Included in above

Estimated Duration of Sales Tax Exemption: 12 months

Morteaee Recordins Tax Exemption Benefit: fNOTE: as of the date of this Application the mortgage recording tax rate in the County of Westchester is 1.30% of the principal amount of the mortgage, but the maximum amount of mortgage recording tax exemption that the NRIDA can provide is 1.00%1:

Estimated Value of Mortgage Recording Tax Exemption: $ 145, 000

Ind strial Re enue Bond Benefit: D TRB inducement amount, if requested: $.

Pei*centas£jifJBcQU'ct£osts fiiianced from Public Sector Sources:

NRIDA/CNRCLD staff will calculate the percentage of Project Costs financed from Public Sector sources based upon Sources and Uses as depicted above under the heading "Required Financial Information" of this Application.

170 Uniform JointApplicationand Project Evaluation Criteria

NOTE: It is the policy of the NRIDAand the CNRCLDto encourage, where feasible, the use of local labor and the payment of the area standard wage during construction of projects. In addition, the NRIDA and the CNRCLD have adopted the New Rochelle Economic Opportunity and Nondiscrimination Policy which is applicable to all projects receiving financial assistance from the NRIDA and/or the CNRCLDfrom and after the adoption of that policy.

urrent # ofjobs at FINANCIAL FINANCIAL stimate number of roposed project SSISTANCE IS SSISTANCE IS esidents of the Labor ocation or to be RANTED - RANTED - arket Area in which elocated to project roject the number reject the number he Project is located ocation fFTE andPTE jobs fFTEandPTE hat will fill the FTE o be RETAINED 'obs to be dPTEjobstobe REATED upon reatedupon THREE HREE Years after ears after Project roject completion ompletion ** ull time rpTE) 0 3 10 art Time (PTE) 0 0

otal 0 10

Estimated Number of Construction Jobs to be Created as a Result of this Project: 30"6"

** For purposes of this question, please estimate the number of FTE and PTE jobs that will be filled, as indicated in the third column, by residents of the Labor Market Region, in the fourth column. The Labor Market Region includes the Bronx, Westchester, Rockland, Putnam, Dutchess and Ulster counties.

Salarv and Frin&e Benefits for Jobs to be Retained and/or Created:

Category of verage ualized L average verage Fringe obs to be stimatedAnnual SalaryRange estimatedAnnual enefits or Rangeof etainedand alary of Jobs to f Jobs to be Salary of Jobs to ringe Benefits Created Created reated Retained

anagement $100,000 $80, 000-$150, 000 N/A $18, 500 rofessional $75, 000 $50,000-$100,000 N/A $14,000 dministrative $35,000 $30,000-$40,000 N/A $6, 500 roductioD

171 Uniform JointA Ucation and Pro'ect Evaluation Criteria -. -pendent $50, 000 $40, ooo-$60, ooo N/A $9, 250 Contractor ther

TAG New Rochelle LLC an affiliate of Montar Grou is leased to s onsor the redevelo ment of 54 Nardozzi Place New Rochelle NY the "Pro ert " as a 129000s uarefoot state-of-the-art climate-controlled self-stora efacili . The rinci als of Montar have more than 50 ears of combined institutional real estate indust ex erience, with nearl a decade of that ex erience in the self-stora e sector. The ma'ori of our focus is on Westchester Count , where we own two other assets in addition to the sub'ect ro e . Self-stora e is an excellent use for the Pro e , as nearb residential and commercial uses are ex ected to enerate si nificant stora e demand. Self-stora e is low-im act from a traffic and services ers ective- nevertheless, the . ro-osed facilit will enerate am Ie ro p>rt, taxes for the communi over its lifetime.

In order to develo a self-stora e facilit that is of the a ro riate scale to be successful, the develo ment team has re uested a floor area ratio "FAR" bonus that is ermitted under the New Rochelle zonin ordinance. To obtain the FAR bonus, the ordinance re uires that a ortion of the develo ment be utilized for a munici al use. We are ro osin to rovide the Cit of New Rochelle with a 49- ear, no cost lease for a roximatel 12,000s uarefeetofs ace to be used as munici al document stora e to satis this requirement.

Our request for a reduction in the mart a e recordin tax, an abatement of sales tax during construction, and a 10- ear PILOT will reduce the burden on the ro osed ro'ect of buildin s ace from which no revenue is derived. In articular, the hasin -in over time of ro ert taxes due to the PILOT will be es eciall beneficial by helping to reduce operating losses during the lease-up period, during which the property operates at a full expense load but less-than-typical occupancy. Additionally, the reductions in the mortgage recording tax and sales tax will partially offset the incremental

172 Uniform JointApplicationand Project Evaluation Criteria

The NRE)Ais required by state law to make a determination that, if completion of a Project benefiting from NRIDA Financial Assistance results in the removal of an industrial or manufacturing plant of the project occupant from one area of the state to another area of the state or in the abandonment of one or more plants or facilities of the project occupant located within the state, NRIDA Financial Assistance is required to prevent the project occupant from relocating out of the state, or is reasonablynecessary to preserve the project occupant's competitive position in its respective industry.

Will the Project result in the removal of an industrial or manufacturing plant of the Project occupant from one area of the state to another area of the state?

I Yes or [xl No

Will the Project result in the abandonment of one or more plants or facilities of the Project occupant located within the state?

Q Yes or [x] No If Yes to either question, explain how, notwithstanding the aforementioned closing or activity reduction, the NRIDA's Financial Assistance is required to prevent the Project from relocating out of the State, or is reasonably necessary to preserve the Project occupant's competitive position in its respective industry: N/A

10

173 Uniform JointApplication and Project Evaluation Criteria

Please conHrm by checking the box, below, if it is likely that the Project would be undertaken without Financial Assistance from the NMDA?

Q Yes or [x] No

If the Project could be undertaken without Financial Assistance provided by the NR IDA, then provide a statement in the space provided below indicating why the Project should be undertaken by the NRIDA: N/A

The Applicant understands and agrees with the NMDA and the CNRCLD (hereinafter, the "Agency") as follows:

» Job Listin s: In accordance with Section 858-b (2) of the New York General Municipal Law, the Applicant understands and agrees that, if the Project receives Financial Assistance from the Agency, except as otherwise provided by collective bargaining agreements, new employment opportunities created as a result of the Project will be listed with the New York State Department of Labor Community Services Division (the "DOL") and with the administrative entity (collectively with the DOL, the "JTPA Entities") of the service delivery area created by the federal job training partnership act (Public Law 97-300) ("JTPA") in which the Project is located.

K First Consideration for Em lo ent: In accordance with Section 858-b (2) of the New York General Municipal Law, the Applicant understands and agrees that, if the Project receives any Financial Assistance from the Agency, except otherwise provided by collective bargainingagreements, where practicable, the Applicant will first considerpersons eligible to participate in JTPA programs who shall be referred by the JTPA Entities for new employment opportunities created as a result of the Project.

K Annual Sales Tax Filin s: In accordance with Section 874(8) of the New York General Municipal Law, the Applicant understands and agrees that, if the project receives any sales tax exemptions as part of the Financial Assistance from the Agency, in accordance with Section 874(8) of the General Municipal Law the Applicant shall file, or cause to be filed, with the New York State Department of Taxation and Finance, the Annual fonn prescribed by the Department of Taxation and Finance, describing the value of all sales tax exemptions claimedby the Applicant and all consultants or subcontractors retainedby the Applicant.

JS Annual Em lo ent Re orts: The Applicant understands and agrees that, if the Project receives anyFinancial Assistance from the Agency, the Applicant shall file, or causeto be 11

174 Uniform JointApplication andProject Evaluation Criteria filed, with the Agency on an annual basis, reports regarding the number ofpeople employed at the project site.

K Corn liance with N.Y. GML Sec. 862 1 : Applicant understands and agrees that the provisions of Section 862(1) of the New York General Municipal Law, as provided below, will not be violated if Financial Assistance is provided for the proposed Project:

§ 862. Restrictions on funds of the agency. (1) No funds of the agency shall be used in respect of any project if the completion thereof would result in the removal of an industrial or manufacturing plant of the project occupant from one area of the state to another area of the state or in the abandonment of one or more plants or facilities of the project occupant located within the state, provided, however, that neither restriction shall apply if the agency shall determine on the basis of the application before it that the project is reasonably necessary to discourage the project occupant from removing such other plant or facility to a location outside the state or is reasonably necessary to preserve the competitive position of the project occupant in its respective industry.

^ Corn liance with A licable Laws: The Applicant confirms and acknowledges that the owner, occupant, or operator receiving Financial Assistance for the proposed Project is in substantial compliance with applicable local, state and federal tax, worker protection and environmental laws, mles and regulations.

K False and Misleadin Information: The Applicant confirms and acknowledges that the submission of any knowingly false or knowingly misleading infonnation may lead to the immediate tennination of any Financial Assistance and the reimbursement of an amount equal to all or part of any tax exemption claimed by reason of the Agency's involvement the Project.

K Absence of Conflicts of Interests: The Applicant has received from the Agency a list of the members, officers and employees of the Agency. No member, officers or employees of the Agency has an interest, whether direct or indirect, in any transaction contemplated by this Application, except as herein described:

N/A

^ Reca fau-e: Should the Applicant not expend as project or hire as presented, the Agency may view such information/status as failing to meet the establishedstandards of economic performance. In such events, some or all of the benefits taken by the Applicant will be subject to recapture.

12

175 UniformJointApplication and Project Evaluation Criteria

STATE OFNEW YORK ) COUNTSOF WESTCHESTER )ss.:

Thomas Blair Sweeney , being first duly sworn, deposes and says:

1. That I am the AuthorizedSignatory (Corporate Office) of

TAG NewRochelle, LLC (Applicant) and that I am duly authorized on behalfof the Applicant to bind the Applicant.

2. That I have read the attached Application, I know the contents thereof, and that to the best of my knowledge and belief, this Application and the contents of this Application are true, accurate and complete. ^Q^S^. (SignatureofOflRce

Subscq]?edand ^fSrmed to me underpenalties ofperjury this_7r^day of UUfUihtA . 2070 Denis®Groneman

otaryPublic) N0. 01GR60S06S9 Qualifiedin WestchesterCwn^f Gommisston Expires Nov 13. 202z»

13

176 Uniform JointApplication and Project Evaluation Criteria

Descriptionto addressone or more ofthe followingconcepts:

(a) The economic need for the City of New Rochelle to have the applicant remain in or locate within the City; (b) The economic, charitable, culhiral or other contribution that the applicant will provide to the Cityand its residents if the applicationis granted; (c) The extent to which receiving NRTOA or CNRCLD benefits adds to the viabilityof the applicant concerningany activities withinthe City; (d) The extent to whichgranting the applicationwill improve the quality of life to residents in the City; (e) The extent to which granting the application will complement existing business development in the City, includingrevenue production andrevitalization mebics; and (f) Projected growth in the City basedon econometric or otherprofessional standard model for economic impact.

14

177 UniformJointApplication and Project Evaluation Criteria

Backeround. Credit and Litieation Review Authorization Form

I give, consent and authorize to the New Rochelle Industrial Development Agency and/or the City of New Rochelle Corporadon for Local Development, including their respective officers, directors, affiliates, agents and representatives (collectively, the "Agency") the right to contact and obtain information from all references, credit reporting companies, financial institutions, governmental agenciesor departments, andother agencies regarding my creditworfhmess and background and to otherwise verify the accuracy of the information that I have provided in my application or other information which I have provided to the Agency for the purpose of applying for financial assistance. In connection with my ^plication for financial assistance with fhe Agency, I understand that investigative background inquiries may be requested and obtained, including credit and criminal background history infonnation. I hereby release from liability the Agency and its agents, employees and representatives for seekmg, gathering, and usmg such information and all other persons, corporations, or organizationsfor furnishingsuch infonnation.

I shall cooperatewith the reasonablerequests made by the Agencyin connectionwith obtaining and completing the background, credit and litigation review process referenced herein. I agree to be responsible for the cost of such background, credit and litigation review and agreeto reimburse the Agencyfor such expenses.

This authorization shall be perpetual and shall remain in full force and efifect unless revoked by me in writing to the Agency. My revocation shall not affect in any way or manner any activities of the Agency in accordance with this authorization that occur or in process on or before the datefhat the Agencyreceives my written notice of revocation ofthis authorization. TAG New Rochelle, LLC By: Montar Group, LLC

By. '^J^.Q^ December 7, 2020 Signature Date

T. Blair Sweeney, Authorized Signatory Print Name

15

178 Uniform JomtApplication and Project Evaluation Criteria

Application Agreement

In consideration of the NRIDAand/or the CNRCLDreviewing this application, applicant hereby releases New Rochelle Industrial Development Agency and the City of New Rochelle Corporation for Local Development, and the members, officers, servants, agents and employees respectively thereof (collectively, the "Agency") from any claims, and agrees that the Agency shall not be liable for and agrees to indemnify, defend and hold the Agency harmless firom and against any and all liability arising from any acts or omissions of the Agency by reason of (A) the Agency's examination and processing of, and action piirsuant to or upon, the attached Application, regardless of whether or not the Application or the Project described therein or the tax exemptions and other assistance requested therein are favorably acted upon by the Agency, (B) Ae Agency's acquisition, constmction and/or installation of the Project described therein and (C) any further action taken or expenses incurred by the Agency with respect to the project; including without limiting the generality of the foregoing, all causes of action, all attorneys' and consultants fees and any other expense incurred which may arise. If, for any reason, the Applicant fails to conclude or consummate necessary negotiations, or fails, within a reasonable or specified period of time, to take reasonable, proper or requested action, or withdraws, abandons, cancels or neglects the Application, or if the Agency or the Applicant are unable to reach fmal agreement with the respect to the Project, then, in the event, upon presentation of an invoice itemizing the same, the Applicant shall pay to the Agency, its agents or assigns, all costs incurred by the Agency m the processing of the Application, includmg attorneys' and consultants fees, if any. TAG New Rochelle, LLC By: Montar Group, LLC Q.'^Q^iQ^ (Applicant) By: Name:T. Blair Sweene Title: Senior Vice President

Swornto before me this 7J^ day 20 ZO DeniseGroneman Notary Public NotaryPublic, State of NewNbrk N0. 01GR6050659 Qomrrisston Expires Nov 13. 207-?

16

179 New Rochelle Industrial Develo mentA enc /Ci of New Rochelle Cor oration for Local Develo ment Fee Structure

Application Fee: $600

Public Hearing Notification Fee: $150-250(est.)

Annual Compliance processing fee: $1500 . Confirmation of insurance . Compliance with PILOT payments (if applicable) . Sales tax exemption reporting . Job status - # ofjobs created, retained . Bond status (if applicable)

Administrative Closing Fee(s): Taxable/Tax Exempt Bond and Straight Lease Transactions Sliding Scale: . V2Of 1 % of total project costs on the first $ 10 million . ^ of 1% oftotal project costs in excess of $10 million

MISCELLANEOUS FEES: TYPE MINIMUM AMOUNT Document Processing $750.00-$1,500.00

Extension of Inducement $250. 00 $500. 00 Amendments, waivers, assignments, leases and subleases, etc.*

Consent, 2nd Mortgages and other Set by Board on a case to Financings case basis Refinancing of Bonds* */2 of 1% of the outstanding bonds, plus the applicable Administrative Closing Fee as scheduled above for new money

Assumption of Outstanding Bonds* 1/8 of 1% ofthe outstanding bonds plus the applicable Administrative Fee Closing as Scheduledabove for newmoney

Termination Fee $500.00

180 EXPENSES: All expenses incurred by NREDA and/or CNRCLD (i. e., notices, court recorders, meeting rooms, etc. ) shall be for the account of the applicant. All imderwriting, tmstee, legal and other expenses for the issuing ofthe bonds, notes, or straightleases shall be for the account ofthe applicant. Eachtransaction is reviewedfor its complexityand these fees are subject to an adjustment at the discretion ofNRIDAand/or CNRCLD.

181 EXHIBIT A

Map of 54 Nardozzi Pl New Rochelle, NY ^-f[^^^ ROS- .^ '.^ A+l ^ ^ ^'.^ -4S° ,J° ^ ':y 'V x %

.>- \W, :%- ^ / ^\ '^' . "~^^'\^

^ S-f.&.£"[; / r y \ ^ .. C^'IM ^., CAB /

Rh (

^ ^ PROPOSED PROJECT CIT/ OF NEW ROCHELLE ZONING MAP

182 EXHIBIT B

Short Environmental Assessment Form Part 1 ~ Project iHformation

Instructions for Comoletlne

Part 1 - ProjectInfomaUoa. Tt« appllcul orpnytct apomor ia rtaptnaiUetor th«tanipletinn otPart 1, Responsesbecome part ofthe ftppltcatinnfor approval or flmdfaig, are subjctit to publicreview, and may be subject to fiirihM vorificadon. CompletePart 1 basedon information currently available. Ifadditional research or investigation would be needed to fiilly respond to any item, please answer as thoroughly as poseible based on cuncnt infennayon,

Complete all items inPart 1. You may alsoprovide any additional infonnaUoti which you believe will beneeded by or useful to the leadagency; attach additional pages as necessatyto siq>plementany itein,

Part 1 - Projectand Sponiar Infnrmattnn

Nameof Action or Projccf; NardozdPI Project Location (describe, and attach a location map): Nardozzl Pl, New Rochella, Ny 10805 BriefUescriptioD of Proposed Action: emolWon of existing a

Name of Applicant or Sponsor: Telephone; 77»-239-6e55xl 01 halm Ekoby E-Mail;

City/PO: State: Zip Code: tlan'ta

1. Doesthe proposed action only Involvethe legislative adoption of a plan, locallaw, ordinance, NO YES administradwrole, orreeulafion? If Yes, attach a nurrative description of tte intent of theproposed action andtha environmflnta] resources (hat may beeffected in the municipality and proceed to Part 2. Ifno, continue to question 2, D 2. Doesthe proposed actionrequire a permit, approval or Bindingfrom any other governmentAgency? NO YES IfYes, list agency(s)name and permit or ajii>rovat;Naw rox*»«6 Bureau of Buildings D 3. a.Total acreageof the site ofthe proposedaction? ^. Macres b. Total acreageto b*physically disturbed? e. Total acreage (project site and anycontiguous properties) owned or controlled bythe applicantor project sponsor? 1.38.

4. Checkall landuses that occur on, areedjoiaing or near U» proposed action: 5. Q Urban D Rural(non-agriculture) [3 Industrial FTI Conunercial D Residential (suburban) RaUroad D Forest D Agriculture a Aquatic d Other(Specify): a Parkland

Page i of 3

183 5, Is the proposed action, NO YES N/A a. A permitted useunder the zoning regulations? b. Consistent with the adopted comprehensive plan? D Q D NO YES 6. k theproposed action canslstent with the pfedominant obaraoter of the miatingbuilt or natural landscape? D 7. Isthe site ofthe proposed action located in, or doesit adjoin, a statelisted CriticalBnvironmontal Area? NO YES IfYcs. idontlfr: D NO YES 8. a. Will the proposed action result in a substantial iacteaw in traffic above present levels?

b. Arepublic IranBportatiott setvices availableat or nearthe site ofthe proposed action?

c. Are anypedestrian acoomroodations or bicycle routes availableon ornear the sfta ofthe proposed action? D 9, Docs(ho propowd action meet or exceedthe stateenergy code requirements? NO YES If theproposed actionwill exceedrequirements, describedesign featww and technologies: D

10. WiBthe proposed action connect to anexistfng public/private water supply? NO YES

IfNo, describemethod for providingpotable water: D

11, Will the proposed action connect to existing wastewater utilities? NO YBS IfNo, describeme8iod for providing wastewater treatmeat: a

12, a. Does the project site contain, or is it substantially cont^uous to, a building, archaeological site, or district NO YES whid is listed on the National or State Regista- ofHistorio Places, or thttt has been delennined by the Commissionerof(ii«-NYS Oflice of Parks, Recreation and Historic Pieaenation to beeligible for listing on ifae State Register of Historic Places?

b. Istha piojeot site, or anyportion ofit, locatedin or adjacentto anarea designated as sensitive for D archaiologicalsites an the NY Stale Historic Presen'atiT Qffice (SHPO) archaeological site invtatoiy?

13, a. DoesmyportionofthesiteofUieproposedaction. orlandsadJolningthepTOposedactioB, contain NO YES wetlands or other wafslbodiei regalated by a federal, state or localageucyl D b. Wouldfee proposed action physically alter, or encroachinto, anyexiating wetlBnd or waterbody? a D IfYes, identifythe wetlandor waterbodyand extent of alterations in squarefeet or acres;

Page2 of 3

184 14. Identifythe typical habitattypes thatoccur on, oraw likely to ba (bundon theproj ect site. Cheekall that apply; DShorolinc ^1 Forest [-| Agricultural/p-asslmds (Z] Early mld-Buccessional EDWetland t3 Urban [3 Subuifcan

15. Doesfile site of(ho proposed actioncontain any species of anitoal, 01 aMociatedIiabiiats, listed by the State or NO YES Federal govainmcnt as threatened or endangered? D 16. Isthe project site locatedm the lOO-yearflood plan? NO YES D NO YES 17. Will theproposed actioncreate storm water discharge, either flom point or aon-point sources? JfYes, D a. Will storm water disctiarges flow to adjacent properties? D b. Will stonnwater discharges be directed to wtablisbedconveyance systems (mnoiT and stota drains)? D If YK, briefly describe; tomi ter muni. ipa i;nes '\ll". :;. ^-.

18. Doesthe proposed action include construction or other actintiesthat would result in the impoundmentof water NO YES or otfier liquids (e. g., retention poad, waste lagoon, dam)? If Yes, explain the purpose and size ofthe impoiwdmcnfc

IS. Has the site of the proposed action or an a((joining propCTty been the location of an active or closed solid waste NO YBS inanagemenf facility? If Yes, describe;

20. Has the site of the proposed action 01aa adjoimng property been die subjoct ofremediation (ongoing or NO YES completed) forhazardous waste? IfYes, describe:

I CERTIFY THAT THE ENFORMATION PROVIDED ABOVE IS TRUE AND ACCL'RATE TO THE BEST OF M¥ KNOWLEDGE AppUcuif/sponsor/name; cha'mEUB*y to' I ,'2-°

Signature: Title: l/Kd^/&-J ' f

PRINTFORM Pagp 3 of 3

185 EAF Mapper Summary Report Tuesday, December 1, 2020 9:44 AM

Dlactalmer; Tl»eAFMe()|»rteawrawlnsloolliiten (he most up^iMtatadigital data avallablB to DEC,you raayahoneed to umta

f:f.'. . . ..'^s^l^SXy'"^-JL ::^-'. -£^!:^?^®.-"'

".^/ ^ jshiw^^si^''^i"ty''?9^rt>*>mu ^^^^^s»^:~ OVA. \^W Wmp. H{t^. ;}iij^ME7), 61)Cl*ia (HongKond, farf fe^ 'WKuntl. Es!) an

iPart 1 /Question 7 [Crifical Environmental No lArea] IPart 1 /Question 12a [National or State !No iRegister of Histortc Places or State Eligible iSitas] Part 1 /Question 12b [Archeotogical Sites] Yes Part 1 / Question 13a [Wedandsor Other Yes - Digitalmapping informatnn on tocal andfederal wetlandsand iRegylatedWaterbodtos] waterbodtesIs known to be Incomplele. Refer to EAFWorkbook. Part 1 / Question 15 [Threatened or 'No Endangered Animal] Part 1/QuesUon 16 [100 Year Fkwd Plain] No Part 1 / Question 20 (RemediaUon Site] Yes

Short Environmental Assessment Form ~ EAF MapperSummary Report

186 EXHIBIT C

Portfolio Active Projects Pro'ect Status NRSF

MountVernon, NY Under Construction 135,000

Philadelphia, PA Construction Documents 130,000 New Rochelle, NY Design Development 96, 000 Elmsford, NY Construction Documents 110, 000 Totals 471,000

187 EXHIBIT D.1 forBUSINESS SM

Akash Desai Business Relationship Manager Business Banking

December 7, 2020

Re: Bank Reference Letter

To Whom It May Concern:

This letter is provided as courtesy per request by Chaim Elkoby. Montar Group, LLC has been doing business with JPMorgan Chase Bank, NA since January, 2019.

We confirm that this relationship is maintained in a satisfactory manner as of the date of this letter.

Regards,

^/^&A^ ^7&AZ^"

Akash Desai Business Relationship Manager

Chase Business Banking | 6180 Roswell Road, Sandy Springs, Georgia 30328 T: 404 315 1709 | F: 844 226 7093 | M: 770 558 9704 | akash.a. [email protected] | chase.com/forbusiness

188 EXHIBIT E.1 MONTARGROUP

December 4, 2020

NewRochelle Industrial DevelopmentAgency City of New Rochelle Corporation for Local Development 515 North Avenue New Rochelle, NY 10801

Re: 54 Nardozzi Place - New Rochelle Uniform Joint Application - Disbarment Certification

To whom it may concern:

Please let this letter serve as certification that neither TAG New Rochelle, LLC nor Montar Group, LLC is presently or has ever been subject to any disbarments, suspensions, bankruptcies or loan defaults on any real estate development project or government contracts.

Sincerely,

TAG New Rochelle, LLC

By: Montar Group, LLC, member

By:. ^a-'Bfi^ T. Blair Sweeney Senior Vice President

6100 LAKEFORREST DRIVE .SUITE 104 .ATLANTA, GA 30328 . 770-239-6655

189 EXHIBIT E.2 /\

UNIVERSALENGINEERING SERVICES New York . . NewJersey . Florida December 7, 2020

New Rochelle Industrial Development Agency City of New Rochelle Corporation for Local Development 515 North Avenue New Rochelle, NY 10801

Re: 54 Nardozzi Place - New Rochelle Uniform Joint Application - Disbarment Certification

To whom it may concern:

Please let this letter serve as certification that Universal Engineering Services, P. C. is presently or has ever been subject to any disbarments, suspensions, bankruptcies or loan defaults on any real estate development project or government contracts.

Sincerely, UNIVERSALENGINEERING SERVICES, P. C. A New York Professional Corporation

Michael R. Gianatasio, P. E. CEO

403 MainStreet, Ste871 Armonk, NY 10504 Tel: 212.586.5192 Fax:914. 470, 1133

190 EXHIBIT F.1 MONTARGROUP

December 4, 2020

New Rochelle Industrial Development Agency City of NewRochelle Corporation for Local Development 515 North Avenue New Rochelle, NY 10801

Re: 54 Nardozzi Place - New Rochelle Uniform JointApplication Tax Certification

To whom it may concern:

Please let this letter serve as certification that, as ofthe date of this letter and to the signer's actual knowledge, TAG New Rochelle, LLC has paid all taxes, levies and assessments due and payable to the City of New Rochelle, the City of New Rochelle School District and the County ofWestchester in full.

Sincerely,

TAG New Rochelle, LLC

By: Montar Group, LLC, member

By: -^0^3^ T. Blair Sweeney Senior Vice President

6100 LAKE FORREST DRIVE . SUITE 104 . ATLANTA, GA 30328 . 770-239-6655

191 EXHIBIT F.2

UNIVERSALENGINEERING SERVICES New York 'Connecticut 'New Jersey 'Florida December 1, 2020

New Rochelle Industrial Development Agency City of New Rochelle Corporation for Local Development 515 North Avenue New Rochelle, NY 10801

Re: 54 Nardozzi Place - New Rochelle Uniform Joint Application Tax Certification

To whom it may concern.

Please let this letter serve as certification that, as of the date of this letter. Universal Engineering Services, P. C. has paid all taxes, levies, and assessments due and payable to the City of New Rochelle, the City of New Rochelle School District, and the County of Westchester in full as applicable.

Sincerely, UNIVERSALENGINEERING SERVICES, P. C. A New York Professional Corporation

Michael R. ianatasio, P.E. CEO

403 MainStreet, Ste 871 Armonk, NY 10504 Tel: 212, 586.5192 . Fax:914, 470. 1133

192 EXHIBIT G

Sources - Uses of Funds Total Owner Equity 11, 927, 339 Senior Construction Debt 14,577,859 Total Sources of Funds 26, 505, 198

Development Budget Purchase Price & Acquisition Costs /NRSF /GSF Total Cost Purchase Price 74. 48 55.43 7, 150, 000 Other Acquisition Costs 2. 71 2. 02 260, 000 Total Purchase Price & Acquisition Costs 77. 19 57. 44 7, 410, 000

Hard Costs Hard Costs (less Estimated Sales Tax) 134. 18 99.86 12, 881,296 Estimated Sales Tax 4. 64 3. 45 445, 000 Total Hard Costs 138.82 103.30 13, 326, 296

Soft Costs Design & Financing Costs 54. 47 40. 54 5, 229, 390 Municipal Fees 2. 60 1. 94 250, 000 Mortgage Recording Tax 1. 97 1. 47 189, 512 Property Tax During Construction 1. 04 0. 78 100, 000 Total Soft Costs 60. 09 44. 72 5. 768, 902

Total Project 276. 10 205. 47 26,505.198

193 EXHIBIT G (cont.) Stabilized Income and Expenses (Projection) Income /NRSF /GSF Total Net Rent 30. 12 22. 41 2, 891, 495 Other Income 1. 93 1. 43 185, 056

Total Revenue 32. 05 23. 85 3,076,551

Expenses Property Payroll (2.08) (1. 55) (200, 000) Other Controllable Expenses (3. 90) (2. 90) (374,673) Taxes (2. 42) (1. 80) (232, 700) Total Expenses (8. 41) (6. 26) (807,373)

Net Operating Income 23.64 17.59 2,269, 178

194 EXHIBIT G (cont.)

Project Timeline Purchase and Sale Agreement Executed Jan-20 Land Closing Sep-20 Construction Documents Complete Jan-21 Bid/Award Feb-21 Construction Start Mar-21 Construction Complete Mar-22 Project Opening Apr-22

195 196



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