NYS Urban Development Corporation Meeting Thursday, 4/22/2021 9:30 - 11:30 AM ET Via Video Conference and Teleconference

I. Corporate Actions A. Approval of the Minutes of the March 25, 2021 Directors' Meeting 032521 ESD Minutes Draft - Page 4

B. Statewide – Reimagine Workforce Preparation Grant Program Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Accept U.S. Department of Education for the Reimagine Workforce Preparation Grant; Authorization to Grant Funds to Entrepreneurship Assistance Centers and Reimagine Workforce Centers and to Take Related Actions Reimagine Workforce Preparation Grant - Page 43 C. Statewide - COVID-19 Pandemic Small Business Recovery Grant Program Technical Assistance Grants Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make Grants to Entrepreneurship Assistance Centers and Small Business Development Centers Pursuant to Section 16-ff of the Act and to Take Related Actions COVID-19 Pandemic Small Business Recovery Grant Program TA Grants - Page 51 Oral Reports A. President's Report B. Spotlight Presentation - Overview of New York State Budget C. Loans and Grants - Summary of Projects II. Projects A. Regional Council Award – (Capital Region – Albany County) – Albany Water Board Capital – Regional Council Capital Fund (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions Albany Water Board Capital - Page 58 Albany Water Board Capital Photographs - Page 67 B. Regional Council Award – Priority Project – Albany (Capital Region – Albany County) – Capital Repertory Theatre Capital – Regional Council Capital Fund and Restore New York Communities Initiative (Capital Grants) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions Capital Repertory Theatre Capital - Page 69 Capital Repertory Theatre Capital Photographs - Page 80 C. Regional Council Award – Schenectady (Capital Region – Schenectady County) – Robinson Block Capital – Regional Council Capital Fund – (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment Robinson Block Capital - Page 82 Robinson Block Capital Photographs - Page 93 ______Master Page # 1 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 D. Syracuse (Central New York Region – Onondaga County) – Cryomech Capital – Empire State Economic Development Fund – General Development Financing (Capital Grant) Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment Cryomech Capital - Page 95 E. Regional Council Award – (Mohawk Valley Region – Oneida County) – Trenton Technology M&E Upgrade – Regional Council Capital Fund (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions Trenton Technology M&E Upgrade - Page 108 Trenton Technology M&E Upgrade Photographs - Page 118 F. Regional Council Award – Priority Project –Rome (Mohawk Valley Region – Oneida County) – GLDC – Planned Mixed Use B240 Site Capital – Regional Council Capital Fund (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment GLDC-Planned Mixed-Use B240 Site Capital - Page 120 GLDC-Planned Mixed-Use B240 Site Capital Photographs - Page 130 G. Buffalo (Western New York Region – Erie County) – Outer Harbor Phase II Capital – Buffalo Regional Innovation Cluster (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions Outer Harbor Phase II Capital - Page 132 Outer Harbor Phase II Project Map - Page 140 H. New Windsor (Mid-Hudson Region – Orange County) – Café Spice Capital – Empire State Economic Development Fund – General Development Financing (Capital Grant) Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions Cafe Spice Capital - Page 141 Cafe Spice Capital Photographs - Page 153

I. Market NY Grant Program – Market New York (Working Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment Market New York Program A. Glamping at Watkins Glen MNY Capital - Aprile Ventures, LLC d/b/a Dawn Aprile & Company (Schuyler County) - $385,189 Market NY Grant Program - Page 155 III. Non-Discretionary Consent Calendar

A. Non-Discretionary Consent Calendar Projects Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions Local Assistance (Assembly)

______Master Page # 2 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 A. Bronx Overall EDC Working Capital 2020 – Bronx Overall Economic Development Corporation - (Bronx County) - $550,000 Capital Assistance Program for Technology, Infrastructure and Economic Development (Senate) A. Sportsfield Specialties Equipment Capital 2020 - Sportsfield Specialties, Inc. – (Delaware County) - $400,000 Non-Discretionary Consent Calendar - Page 166 IV. Statewide – Community Development Financial Institutions Assistance Program A. Statewide – Community Development Financial Institutions Assistance Program – CDFI 22 - Community Development Financial Institution Assistance Program Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make Grants and to Take Related Actions CDFI Assistance Program Grants - Page 182 V. New York Ventures

A. New York State Innovation Ventures Capital Fund (“NYSIVCF”) Authorization of an Investment of NYSIVCF Funds in Energy Materials Corporation NYSIVCF - Energy Materials Corporation - Page 233

B. New York State Innovation Ventures Capital Fund (“NYSIVCF”) Authorization of an Investment of NYSIVCF Funds in Ursa Space Systems NYSIVCF - Ursa Space Systems Inc - Page 238 VI. Administrative Actions A. New York City (New York County) – Empire Station Complex Civic and Land Use Improvement Project Authorization to Amend the Contract with Bryan Cave Leighton Paisner for Legal Services and Authorization to Take Related Actions Empire Station Complex - Bryan Cave - Page 243

B. Procurement of Legal Services Authorization to Enter into a Contract to Provide Legal Services in Connection with the Atlantic Yards Land Use and Civic Project and Take Related Actions Procurement of Legal Services - Applebaum Katz - Page 247

C. Procurement of Legal Services Authorization to Enter into a Contract for Legal Services and Take Related Actions Procurement of Legal Services - Wilmer Hale - Page 251

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NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a Empire State Development Meeting of the Directors

Conducted Via Video Conference and Teleconference

March 25, 2021 MINUTES

In Attendance Steven M. Cohen - Chair Directors: Hilda Rosario Escher Eric J. Gertler Cesar A. Perales Linda Sun - Designee, Superintendent - NYS Department of Financial Services

Present for ESD: Jensen Ambachen, Senior Counsel - Corporate/Real Estate Douglas Carr, Vice President and Deputy Director Moynihan Station Development Corporation Jerome A. DuVal, Executive Vice President - Minority and Women’s Business Development Vincent Esposito, Regional Director - Finger Lakes Region James Fayle, Regional Director - Central New York Region Elizabeth Fine, Executive Vice President - Legal and General Counsel Steve Gawlik, Vice President – Poly & Capital Projects and Senior Counsel – Strategic Initiatives Ed Hamilton, Executive Vice President - Administration Kevin Hansen, Senior Vice President and Head of Public Policy Felisa Hochheiser, Director of Compliance Stephen Hunt, Regional Director – North Country Region Robert Jones, Vice President – Contract Administration Elaine A. Kloss, Chief Financial Officer James Kostenblatt, Deputy Director – Mid-Hudson Region Edwin Lee, Senior Vice President and Director of Economic Initiatives Cara Longworth, Regional Director – Long Island Region Amanda Mays, Regional Director - Western New York Region Glendon McLeary, Vice President and Director - Loans and Grants Kathleen Mize, Deputy Chief Financial Officer and Controller Allison Nowak, Deputy Director – Mohawk Valley Region Pravina Raghavan, Executive Vice President - Small Business and Technology Development Scott Rasmussen, Project Manager – Innovation & Broadband Michael Reese, Regional Director - Mohawk Valley Region Debbie Royce, Corporate Secretary

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Anthony Semancik, Special Counsel Rachel Shatz, Vice President - Planning and Environmental Review Robert Sweet, Regional Director – Southern Tier Region Goldie Weixel, Senior Managing Attorney Kevin Younis, Chief Operating Officer

Before the meeting was formally called to order by the Chair, the Corporate Secretary of

the New York State Urban Development Corporation (“UDC”) d/b/a Empire State Development

(“ESD” or the “Corporation”) welcomed everyone to the meeting and conducted a roll call of

the Directors to determine a quorum was present.

Following the roll call and confirmation that a quorum was present, the meeting of the

Directors of ESD was called to order at 9:00 a.m. by Chair Cohen. He noted for the record that

due to public health concerns, the meeting would be conducted by video and teleconference as

authorized by an Executive Order of the Governor.

The Chair then noted that the public had been given an opportunity to comment on the

Agenda items by submitting their written comments at or before 4:30 p.m. yesterday. He

noted that no comments were received on any of the Agenda items.

The Chair noted that the Directors were given the written materials in advance of

today’s meeting and were free to ask questions at any time during the presentations.

Chair Cohen then asked the Directors whether anyone had any conflicts of interest to

note on any of the Agenda items. He noted for the record that he would recuse himself from

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the vote regarding Item II. J. - New York Medical College Capital Project and Item II. I. – Village

of Sag Harbor Capital Project.

The Chair then called for a motion to approve the Minutes of February 18, 2021

Directors’ Meeting. There being no changes or corrections, upon motion duly made and

seconded, the following resolution was unanimously adopted:

APPROVAL OF MINUTES AND RATIFICATION OF ACTIONS TAKEN AT FEBRUARY 18, 2021 MEETING OF THE DIRECTORS OF THE NEW YORK STATE URBAN DEVELOPMENT CORPORATION

RESOLVED, that the Minutes of the meeting of the Corporation held on February 18, 2021, as presented to this meeting, are hereby approved and all actions taken by the Directors present at such meeting as set forth in such Minutes, are hereby in all respects ratified and approved as actions of the Corporation.

* * *

The Chair then called on Ed Hamilton to present the next item on the Agenda relating to

the appointment of Jerome DuVal as the Executive Vice President of Minority and Women’s

Business Development for the Directors’ consideration.

Mr. Hamilton explained that as the Executive Vice President of the MWBE Division,

Mr. DuVal would be in charge of promoting opportunities for minority and women owned

businesses throughout New York State.

Mr. Hamilton noted that Mr. DuVal would also oversee the certification program and

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the on-line statewide certification business repository and lead teams to develop and execute

strategies for business development through education and outreach to State agencies,

MWBE’s and private companies.

Following the full presentation, Chair Cohen called for questions or comments from the

Directors. Hearing none, and noting no comments were received from the public, upon motion

duly made and seconded, the following resolution was unanimously adopted:

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT – Officers of the Corporation – Appointment of Executive Vice President, Minority and Women’s Business Development ______

BE IT RESOLVED, that the following individual be, and hereby is, appointed to the office that appears opposite his name, until his earlier resignation or removal, and such appointment is to be effective as set forth below:

NAME OFFICE

Jerome A. DuVal Executive Vice President, Minority and Women’s Business Development, effective as of December 1, 2020;

and be it further

RESOLVED, that in accordance with and for all the purposes of the New York State Urban Development Corporation (the “Corporation”) Act and the bylaws of the Corporation, including but not limited to the indemnification provisions thereof, the foregoing individual is an “officer” of the Corporation; and be it further

RESOLVED, that any and all actions taken by the foregoing individual since his nomination to the office identified herein be and hereby are ratified as the acts and deeds of the Corporation.

* * *

Next, Chair Cohen called on Kathleen Mize to present an item relating to the

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Corporation’s Annual Operating Budget.

Ms. Mize explained that in compliance with ESD’s fiduciary responsibility and the Public

Authorities Law, a request is being made to approve ESD’s Fiscal Year 2021-2022 Annual

Operating Budget.

Ms. Mize further explained that ESD’s approximate $76 million budget represents a

decrease from last fiscal year’s budget of approximately $9.7 million or 11.3 percent *1 and

represents a balance between the current year due to the impact of the COVID-19 pandemic

and the anticipated return to a new normal during the upcoming fiscal year.

Ms. Mize noted that the budget supports operating costs associated with the

administration and oversight of new and existing economic development programs and

initiatives and advised that operating support provided to certain ESD subsidiaries is also

included in the budget.

Ms. Mize further noted that the budget does not include programmatic New York State

appropriations for specific programs that are expected to be included in the Governor’s

proposed Fiscal Year 2021-2022 budget, but noted that approval is being requested for

approximately $3.5 million in operating support to certain ESD Subsidiaries.

*1 During the presentation, Ms. Mize inadvertently misstated the decrease in the budget: the correct amount is $13.2 million or 14.8 percent.

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Ms. Mize stated that other subsidiary operating capital budgets will be or have been

presented separately to their Board of Directors.

Ms. Mize explained if any changes are required to the budget after its adoption,

following approval of the State’s Fiscal Year 2021-2022 budget, or at any other time during the

fiscal year, it will again be presented to the Directors for their approval.

Ms. Mize further explained that approval is also being requested for the Fiscal Year

2021-2022 non-programmatic capital expense in the amount of approximately $4.2 million,

which is approximately $500,000 dollars less than last year.

Following the full presentation, Chair Cohen called for questions or comments from the

Directors. Hearing none, and noting no comments were received from the public, upon motion

duly made and seconded, the following resolution was unanimously adopted:

NEW YORK STATE URBAN DEVELOPMENT CORPORATION – Annual Operating Budget - Authorization to Adopt the FY2021-22 Annual Operating Budget, Including Certain Subsidiary Operating Support and the FY2021-22 Annual Non-Programmatic Capital Expense Authorization and to Take Related Actions

RESOLVED, that the Corporation hereby adopts the Corporation’s FY2021-22 Annual Operating Budget, including certain subsidiary operating support and the FY2021-22 Annual Non- Programmatic Capital Expense Authorization, based upon the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”); and be it further

RESOLVED, that the proper corporate officers be, and they hereby are, authorized to take related actions as he or she may, in his or her sole discretion, deem necessary or proper to effectuate the foregoing.

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* * * Next, Chair Cohen called Douglas Carr to present the Fiscal Year 2021-2022 budget for

the Moynihan Station Development Corporation (“MSDC”) for the Directors’ consideration.

Mr. Carr first provided some background information regard the Moynihan Station

project. He then explained that authorization was being requested to approve an Operating

Budget of $1,094,000 for project operations, which represents a decrease from last year’s

budget.

Mr. Carr further explained that the reduction was anticipated and reflects the status of

the Moynihan Station Project, which achieved substantial completion earlier this year.

Following the full presentation, Chair Cohen called for questions or comments from the

Directors. Hearing none, and noting no comments were received from the public, upon motion

duly made and seconded, the following resolution was unanimously adopted:

NEW YORK (NEW YORK COUNTY) – Penn Station - Farley Complex – Moynihan Station Civic and Land Use Improvement Project – Approval of FY 2021-2022 (April 1, 2021 – March 31, 2022) Operating and Capital Budgets

RESOLVED, that on the basis of the materials submitted, a copy of which is ordered filed with the records of the Corporation, the Corporation does hereby authorize, approve, and adopt, subject to the availability of funds, the FY 2021-22 Operating and Capital Budgets for the Moynihan Project; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designees be, and each of them hereby is, authorized and directed to take all actions and execute all documents in connection with the establishment and implementation of the said

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Operating and Capital Budgets; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designees be, and each of them hereby is, authorized and directed to execute and deliver all documents and to take all related actions as each of them deems necessary or appropriate to effectuate the forgoing resolutions.

* * *

Next, Chair Cohen asked Director Gertler to provide the President’s Report on the

Corporation’s most recent activities.

The Chair then called on Glendon McLeary to present a summary of the project items on

the Agenda.

Mr. McLeary advised that the Directors were being asked to consider 11 projects

totaling $8,264,000 in grants. He further advised that there was one Buffalo Billion award,

seven Regional Council awards and three discretionary awards that will support various projects

in regions throughout the State.

Mr. McLeary noted that these projects will leverage over $68 million of additional

investment, retain over 1,043 jobs and create over 253 jobs in the State.

Next, Chair Cohen called on James Fayle, Regional Director of ESD’s Central New York

Region, to present the next two projects on the Agenda for the Directors’ consideration.

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The first project Mr. Fayle presented involved a Regional Council Capital Fund grant in

the amount of $320,000 to Volpi Manufacturing.

Mr. Fayle explained that the grant will be used to fund a portion of the demolition of

15,000 square feet of space in order to build new clean rooms, loading docks and various

amenities, such as an employee café and upgrades to utilities.

Mr. Fayle noted that the project was completed in December 2020 and will create 17

jobs, 5 of which have already been created.

The next project Mr. Fayle presented involved a Regional Council Capital Fund grant in

the amount of $320,000 to Housing Vision Consultants for the Prospect Place Mixed-Use

Development Capital Project.

Mr. Fayle explained that Housing Vision Consultants is a non-profit organization that

assists in redeveloping depressed neighborhoods through community collaboration and real

estate development.

Mr. Fayle further explained that Housing Vision Consultants develops, constructs and

manages the real estate projects. He stated this is a mixed-use project and is located adjacent

to one of Syracuse’s larger hospitals.

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Mr. Fayle noted that the project will provide housing for hospital workers, commercial

office space and retail opportunities on the first floor.

Mr. Fayle also noted that although this was a Round 2 Regional Council Priority Project,

construction did not begin until December 2017 and was completed in August 2020.

Following the full presentation of both projects, Chair Cohen called for questions or

comments from the Directors. Hearing none, and noting no comments were received from the

public, upon motion duly made and seconded, the following resolutions were unanimously

adopted:

Regional Council Award – Priority Project – Auburn (Central New York Region – Cayuga County) – Volpi Manufacturing Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Volpi Manufacturing Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has

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been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Volpi Manufacturing USA, Inc. a grant for a total amount not to exceed Three Hundred Twenty Thousand Dollars (320,000) from the Regional Council Capital Fund , for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grant; and be it further

RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable, and (2) receipt of all other necessary approvals; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

Regional Council Award – Priority Project – Auburn (Central New York Region – Cayuga County) – Volpi Manufacturing Capital – Regional Council Capital Fund - (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Volpi Manufacturing Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Regional Council Award – Syracuse (Central Region – Onondaga County) – Prospect Place Mixed-Use Development Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions ______

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RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Prospect Place Mixed- Use Development Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Housing Visions Consultants, Inc. a grant for a total amount not to exceed Three Hundred and Twenty Thousand Dollars ($320,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grant; and be it further

* * *

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Regional Council Award – Syracuse (Central Region – Onondaga County) – Prospect Place Mixed-Use Development Capital – Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment ______

RESOLVED, that based on the material submitted to the Directors with respect to the Prospect Place Mixed-Use Development Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

The Chair then called on Michael Reese, Regional Director of ESD’s Mohawk Valley

Region, to present the next project on the Agenda for the Directors’ consideration.

Mr. Reese explained that the Directors were being asked to approve a Downtown

Revitalization Initiative grant in the amount of $900,000 to Cold Point Corporation to be used to

fund a portion of the cost for construction of a 50,000 square-foot manufacturing facility and

the purchase of machinery and equipment in the City of Rome.

Mr. Reese further explained that Cold Point constructed the new facility to increase its

efficiency and expand production. He noted that the new machinery and equipment purchase

will allow the company to expand from two production lines to four production lines.

Mr. Reese noted that the company retained 37 jobs, created 24 new jobs and the

project was completed in February.

Following the full presentation, the Chair called for questions or comments from the

Directors. Hearing none and noting that no comments were received from the public, upon

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motion duly made and seconded, the following resolutions were unanimously adopted:

Rome (Mohawk Valley Region – Oneida County) – Cold Point DRI – Downtown Revitalization Initiative (Capital Project) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Cold Point DRI -- Downtown Revitalization Initiative (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Cold Point Corporation a grant for a total amount not to exceed Nine Hundred Thousand Dollars ($900,000) from the Downtown Revitalization Initiative , for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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* * *

Rome (Mohawk Valley Region – Oneida County) – Cold Point DRI – Downtown Revitalization Initiative (Capital Project) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Cold Point DRI Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Next Chair Cohen called on Amanda Mays, Regional Director of ESD’s Western New York

Region, to present the next item on the Agenda for the Directors’ consideration.

Ms. Mays explained that the Directors were being asked to approve a Buffalo Regional

Innovation Cluster Fund loan in the amount of $1,866,000 to La Plaza de Virginia Owners, LLC to

offset a portion of construction costs for a $15.5 million project creating a mixed-use,

affordable housing development on Buffalo’s West side.

Ms. Mays noted that the project will remove a dilapidated building from a residential

neighborhood and transform four long vacant lots into an approximately 53,000 square-foot,

three-story mixed-use facility that will include 46 one-bedroom apartments for seniors,

residential common space and approximately 9,500 square-feet of commercial space.

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Following the full presentation, the Chair called for questions or comments from the

Directors. Hearing none and noting that no comments were received from the public regarding

this item, upon motion duly made and seconded the following resolutions were unanimously

adopted:

Buffalo (Western New York Region – Erie County) - La Plaza de Virginia Capital – Buffalo Regional Innovation Cluster Fund – Better Buffalo Fund (Capital Loan) – Findings and Determinations Pursuant to Section 10(g); Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Loan and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the La Plaza de Virginia Capital – Better Buffalo Fund (Capital Loan) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to La Plaza de Virginia Owners, LLC a loan for a total amount not to exceed One Million Eight Hundred and Sixty Six Thousand Dollars ($1,866,000) from the Buffalo Regional Innovation Cluster Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, subsequent to the making of the loan and grant, and each of them hereby is,

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authorized to take such actions and make such modifications to the terms of the loan or grant or collateral securing the loan as he or she may deem necessary or appropriate in the administration of the loan and grant; and be it further

RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable; (2) receipt of all other necessary approvals; and (3) receipt of funds; and be it further

* * *

Buffalo (Western New York Region – Erie County) La Plaza de Virginia Capital – Buffalo Regional Innovation Cluster Fund – Better Buffalo Fund (Capital Loan) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the La Plaza de Virginia Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Chair Cohen then called on Vincent Esposito, Regional Director of ESD’s Finger Lakes

Region, to present the next two items on the Agenda for the Directors’ consideration.

The first project Mr. Esposito presented involved an Upstate Revitalization Initiative

grant in the amount of $500,000 to Real Eats Capital to be used to fund a portion of the cost for

the purchases and expansion of a new kitchen, including packaging equipment, freezer and

better cooler capacity.

Mr. Esposito noted that the company started with 27 employees and now has 79

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employees; and, with an Excelsior Jobs commitment, it hopes to increase the number to 165

employees at this location.

The second project Mr. Esposito presented involved an Upstate Revitalization Initiative

grant in the amount of $1.4 million to the City of Rochester to support renovations and

upgrades to the Rochester Riverside Convention Center.

Mr. Esposito explained that the grant will be used for design and planning the expansion

of the southwest face of the facility as well as expanding the terrace outside the facility.

Mr. Esposito noted that this phase of the project will commence in April and is expected

to be completed in December 2022.

Following the full presentation of both projects, the Chair called for questions or

comments from the Directors. Hearing none and noting that no comments were received from

the public, upon motion duly made and seconded, the following resolutions were unanimously

adopted:

Geneva (Finger Lakes Region – Ontario County) – Real Eats Capital – Upstate Revitalization Initiative (Capital Grant) – Findings and Determinations Pursuant to Sections 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Real Eats Capital - Upstate Revitalization Initiative (Capital Grant) Project (the “Project”), the Corporation hereby

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determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Real Eats America, Inc. a grant for a total amount not to exceed Five Hundred Thousand Dollars ($500,000) from the Upstate Revitalization Initiative, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

* * *

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Regional Council Award – Priority Project – Rochester (Finger Lakes Region – Monroe County) – Rochester Riverside Convention Center Capital II – Upstate Revitalization Initiative (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Rochester Riverside Convention Center Capital II - Upstate Revitalization Initiative (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to City of Rochester a grant for a total amount not to exceed One Million Four Hundred Thousand Dollars ($1,400,000) from the Upstate Revitalization Initiative, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute

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and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

The Chair then called on Robert Sweet, Regional Director of ESD’s Southern Tier Region

to present the Amphenol Endwell Capital project for the Directors’ consideration.

Mr. Sweet explained that the Directors were being asked to approve a Regional Council

Capital Fund grant in the amount of $400,000 to be used toward the renovation of an existing

facility and to purchase and install new machinery and equipment to meet existing customer

demand and expand into new markets.

Mr. Sweet noted that the project is expected to be completed at the end of this month

and has created 40 jobs.

Following the full presentation, the Chair called for questions or comments from the

Directors. Hearing none and noting that no comments were received from the public, upon

motion duly made and seconded, the following resolution was unanimously adopted:

Regional Council Award – Priority Project – Endwell (Southern Tier Region – Broome County) – Amphenol Endwell Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Amphenol Endwell

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Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Amphenol Industrial a grant for a total amount not to exceed Four Hundred Thousand Dollars ($400,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

* * *

The Chair then called on Cara Longworth, Regional Director of ESD’s Long Island Region,

to present the next two items on the Agenda for the Directors’ consideration.

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The first project Ms. Longworth presented involved a Regional Council Capital Fund

grant in the amount of $500,000 to Sunrise Day Camps Association, Inc. to be used to fund a

portion of the cost of construction and renovation at its international headquarters located in

Oceanside in Nassau County.

Ms. Longworth explained that Sunrise Day Camp is a not-for-profit whose mission is to

provide emotional, social and recreational support to children with cancer and their families.

Ms. Longworth further explained that Sunrise Day Camp purchased an 18,000 square-

foot building, adjacent to its current location, which allows them to expand their services from

3,000 to 5,000 families with Summer camp and year-round services for children and their

families.

The second project Ms. Longworth presented involved a Regional Council Capital Fund

grant in the amount of $550,000 to the Village of Sag Harbor to be used to fund a portion of the

cost for the construction of a public wharf in Suffolk County.

Following the full presentation of both projects and after noting he would recuse from

the vote on the Village of Sag Harbor item, the Chair called for questions or comments from the

Directors. Hearing none and noting that no comments were received from the public, upon

motion duly made and seconded, the following resolutions were unanimously adopted:

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Regional Council Award – Priority Project – Oceanside (Long Island Region – Nassau County) – Sunrise Day Camp International Headquarters Capital – Regional Council Capital Fund - RC5 (Capital Grant) – Findings and Determinations Pursuant to Sections 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Sunrise Day Camp International Headquarters Capital -- Regional Council Capital Fund - RC5 (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Sunrise Day Camps Association, Inc. a grant for a total amount not to exceed Five Hundred Thousand Dollars ($500,000) from the Regional Council Capital Fund - RC5, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

Regional Council Award – Sag Harbor (Long Island Region – Suffolk County) – Village of Sag Harbor Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Village of Sag Harbor Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Village of Sag Harbor a grant for a total amount not to exceed Five Hundred and Fifty Thousand Dollars ($550,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable, and (2) receipt of all other

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necessary approvals; and be it further

* * *

Regional Council Award – Sag Harbor (Long Island Region – Suffolk County) – Village of Sag Harbor Capital – Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Village of Sag Harbor Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

The Chair then called on James Kostenblatt, Deputy Regional Director of ESD’s Mid-

Hudson Region, to present the next item on the Agenda for the Directors’ consideration.

Mr. Kostenblatt explained that the Directors were being asked to approve a Regional

Council Capital Fund grant in the amount of $750,000 to New York Medical College to establish

a state-of-the-art training facility within its College of Dental Medicine.

Mr. Kostenblatt further explained that the grant will be used to help finance the dental

clinic, transforming a portion of a former IBM facility into a technologically advanced training

facility that will feature 115 chairs across a number of specialties, including, general dentistry,

complex care and onsite 3D printing capabilities.

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Following the full presentation and noting that he would recuse himself from the vote

on this item, the Chair called for questions or comments from the Directors. Hearing none and

noting that no comments were received from the public, upon motion duly made and

seconded, the following resolution was unanimously adopted:

Regional Council Award – Hawthorne (Mid-Hudson Region – Westchester County) – New York Medical College Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the New York Medical College Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to New York Medical College a grant for a total amount not to exceed Seven Hundred and Fifty Thousand Dollars ($750,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized

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to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grant; and be it further

* * *

Next, Chair Cohen called on Stephen Hunt, Regional Director of ESD’s North Country

Region, to present the next item on the Agenda for the Directors’ consideration.

Mr. Hunt explained that the Directors were being asked to approve a Regional Council

Capital Fund grant in the amount of $758,000 to the City of Plattsburgh to be used to fund

improvements to the City’s wastewater recovery facility and de-watering filtration system.

Mr. Hunt noted that the project includes the installation of new odor control equipment

upgrades and other system investments, which will result in better economic development

opportunities for the area.

Following the full presentation, the Chair called for questions or comments. Hearing no

questions from the Directors, and noting that no comments were received from the public,

upon motion duly made and seconded, the following resolution was unanimously adopted:

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Regional Council Award – Priority Project – Plattsburgh (North Country Region – Clinton County) – City of Plattsburgh’s Water Resource Recovery Facility Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the City of Plattsburgh’s Water Resource Recovery Facility Capital – Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to City of Plattsburgh a grant for a total amount not to exceed Seven Hundred Fifty Eight Thousand Dollars ($758,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute

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and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

The Chair then called on Anthony Semancik, Special Counsel, to present the next item

on the Agenda for the Directors’ consideration.

Mr. Semancik explained that the Directors were being asked to, among other things,

authorize the transfer of the Corporation’s fee title to the New York Grand Hyatt Hotel to the

City of New York.

Mr. Semancik further explained that the transfer will support a major redevelopment of

the site by T.F. Cornerstone and RXR Realty that includes demolition of the existing hotel and

construction of a new building with up to 500 hotel rooms.

Mr. Semancik noted that the redevelopment will also include 1.1 million square-feet of

office space and substantial transportation and other public realm improvements to enhance

the adjacent Grand Central Terminal and 42nd Street’s Lexington Avenue Line subway station.

The Chair then called for any questions or comments from the Directors. Hearing none

and noting that no comments were received from the public, upon motion duly made and

seconded, the following resolution was unanimously adopted:

New York State Urban Development Corporation d/b/a Empire State Development

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(“UDC” or the “Corporation”) – New York Grand Hyatt Hotel (Formerly the Commodore Hotel) - Authorization to: (1) Transfer, to the City of New York, UDC’s Title to the Hotel, Subject to the Ground Lease to the Hotel Operator; (2) Terminate a 1977 Project Agreement between UDC and the City; (3) Terminate a 1977 Three Party Agreement among UDC, the City and the Hotel Operator; (4) Terminate UDC’s 1976 Commodore Hotel Project General Project Plan; and (5) Take Related Actions and Authorize the UDC/Commodore Redevelopment Corporation to Take Related Actions

BE IT RESOLVED, that upon the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, the Corporation is hereby authorized to take the following actions:

(1) Transfer, to the City of New York (“City”), UDC’s title to the New York Grant Hyatt Hotel site (“Hotel”), subject to UDC’s ground lease (“UDC Lease”) to the Hotel operator;

(2) Terminate the 1977 Project Agreement between UDC and the City;

(3) Terminate the 1977 Three Party Agreement among UDC, the City and the Hotel Operator; and

(4) Terminate UDC’s 1976 Commodore Hotel Project General Project Plan; and it is further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation, or other officer of the Corporation, or his or her designee be, and each of them hereby is, authorized to take any and all actions and execute any and all documents as may be necessary or appropriate to carry out the foregoing resolution.

* * *

The Chair then called on Kevin Younis to present a summary of the nine Administrative

Action items on the Agenda for the Directors’ consideration.

The first item Mr. Younis presented related the annual adoption of the revised 2021

Procurement Guidelines for the use, awarding and monitoring of procurement contracts.

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Mr. Younis noted that the proposed guidelines remain relatively unchanged from 2020,

except for certain clarifications and approval is being requested with the clarifications as

outlined in the materials.

The second item Mr. Younis presented related to the annual adoption of Property

Disposition Guidelines as described in the materials. He noted that there are were no changes

to the guidelines from last year and are being proposed for re-adoption.

The third item Mr. Younis presented related to an authorization to purchase corporate

insurance policies and to take related actions. He noted that the policy terms term will be

extended from April 1, 2021, to March 31, 2022, and will not exceed the amount of $1,025,000.

The fourth item Mr. Younis presented related to the Dun & Bradstreet contract renewal

for its market insight database for a term of one year in the amount of $598,000. He noted that

access to the database will be shared by ESD and the Department of Labor (“DOL”) with ESD

being responsible for $199,000 of the contract amount and DOL responsible for the balance.

The fifth item Mr. Younis presented related to a request to amend the contract with

Goldberg Segalla LLC to continue to provide legal representation for ESD in a lawsuit

commenced by COR Van Rensselaer Street Company. He noted that due to the length of time

the matter has been pending including the current appeal, the services will be needed for more

than one year. He advised that ESD’s Procurement Guidelines require approval by the Directors

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for contracts over one year.

The sixth item Mr. Younis presented related to a contract amendment for the New NY

Broadband Program with Tilson Technology Management for consulting services to complete

the technical validation and field review of all the remaining broadband projects. He noted that

the contract will be extended through June 30, 2023, and increased from $999,000 and will not

exceed $1.4 million.

Mr. Younis noted that the next two items related to the Moynihan Station Civic and

Land Use Improvement project. The first related to a contract amendment with Skadden &

Arps, LLP in an amount not to exceed $300,000 and will be extended through December 31,

2022. He noted that Skadden & Arps provides ongoing legal services specifically relating to

construction, operation, maintenance, insurance and public/private partnership matters.

The next item related to a contract extension with Ernst & Young Infrastructure Advisors

LLC for market and financial feasibility services in an amount not to exceed $300,000 and will

be extended through December 31, 2022. He noted that Ernst & Young will continue to provide

ongoing advisory services as it played a major role in the financial strategy of the project and

their continued services are essential to the completion of the project.

The last item Mr. Younis presented related to a contract amendment in the amount of

$900,000 with AKRF, Inc. to be used for the preparation of the Environmental Impact Statement

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related to the Empire Station Complex Civic and Land Use Improvement project.

Following the full presentation of all nine projects, the Chair called for questions or

comments from the Directors. Hearing none and noting that no comments were received from

the public, upon motion duly made and seconded, the following resolutions were unanimously

adopted:

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – ESD and Subsidiaries Procurement Guidelines - Adoption of Revised Guidelines for the Use, Awarding, Monitoring and Reporting of Procurement Contracts

BE IT RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered to be filed with the records of the Corporation (“Materials”), the proposed 2021 Guidelines for the Use, Awarding, Monitoring and Reporting of Procurement Contracts (“Guidelines”), a copy of which is attached to the Materials, be and hereby is approved and adopted as of the date hereof, and the Chief Executive Officer or his or her designee is authorized to promulgate the Guidelines in electronic form and other media for the use of the staff of the Corporation and its subsidiaries, and to take such other and further action as may be deemed necessary or appropriate to effectuate the foregoing Resolution.

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT (the “Corporation”) – Re-Adoption of Property Disposition Guidelines, Re-Appointment of Contracting Officer and Authorization to Take Related Actions

WHEREAS, the Corporation wishes to comply with Title 5-A of the Public Authorities Accountability Act (“Law”) as amended by the Public Authorities Reform Act of 2009 which mandates that public benefit corporations annually prepare the Corporation’s Guidelines regarding Disposition of Property (the “Guidelines”) attached hereto; and

WHEREAS, the Corporation prepared the Guidelines in accordance with the Act as amended; and

WHEREAS, the Corporation has reviewed said Guidelines and found them to be satisfactory; and

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WHEREAS, the Guidelines require the appointment of a Contracting Officer;

NOW, THEREFORE, IT IS HEREBY RESOLVED that in accordance in the materials presented to this meeting and ordered filed in the records of the Corporation, the Guidelines as amended are hereby adopted; and it is further

RESOLVED, that the Vice President - Contract Administration, ESD, (or any successor Vice President) is hereby re-appointed as Contracting Officer as required and set forth in the Guidelines; and it is further

RESOLVED, that the President and Chief Executive Officer Designate, the Chief Financial Officer, the Treasurer or their designees be, and each of them hereby is, authorized and empowered to submit and file the Guidelines, as required by law, and to take such action and execute such agreements and instruments as he or she may consider necessary or desirable or appropriate in connection with the implementation of the Guidelines and to take related actions.

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT – Renewal of Corporate Insurance Policies - Authorization to Purchase Corporate Insurance Policies and to Take Related Actions ______

BE IT RESOLVED, that upon the basis of the materials presented to this meeting (the “Materials”), a copy of which is hereby ordered filed with the records of the Corporation, the Corporation hereby find the various insurance carriers to be responsible; and be it further

RESOLVED, that based upon the materials presented to the Directors at this meeting, a copy of which is hereby ordered to be filed with the records of the Corporation, that the President and Chief Executive Officer Designate of the Corporation or Chief Financial Officer or his/her designee(s) are hereby authorized, in the name and on behalf of the Corporation, to enter into all contracts, agreements and instruments, as the President and Chief Executive Officer Designate of the Corporation or Chief Financial Officer or his/her designee(s) shall deem necessary or appropriate in connection with the purchase of the Corporation’s Directors & Officers Liability Insurance, Employment Practices Liability Insurance, Commercial General Liability Insurance, Auto Liability Insurance, Umbrella Liability Insurance, Property Insurance, Employee Crime & Dishonesty Insurance, Accidental Death and Dismemberment Insurance, Cyber Insurance and Fine Arts Insurance for total FY2021-2022 annual premiums not to exceed $1,025,404.

RESOLVED, that all actions heretofore taken on behalf of the Corporation in regard to the replacement of the foregoing insurance policies are hereby approved, ratified and confirmed.

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* * *

NEW YORK STATE URBAN DEVELOPMENT d/b/a EMPIRE STATE DEVELOPMENT – Dun & Bradstreet Market Insight Database - Authorization to Enter into a Contract for Database Services; and Authorization to Take Related Actions

BE IT RESOLVED, that upon the basis of the materials presented to this meeting (the “Materials”), a copy of which is hereby ordered filed with the records of the Corporation, the Corporation hereby finds Dun & Bradstreet, Inc. to be responsible; and be it further

RESOLVED, that the Corporation is hereby authorized to enter into a contract with Dun & Bradstreet, Inc. for the purposes and services, and substantially on the terms and conditions, set forth in the Materials; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee be, and each of them hereby is, authorized to take such action and execute such documents as may be necessary or appropriate to carry out the foregoing resolution.

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION – Procurement of Legal Services - Authorization to Amend the Contract with Goldberg Segalla, LLC for Legal Services; and Authorization to Take Related Actions

BE IT RESOLVED, that upon the basis of the materials presented to this meeting (the “Materials”), a copy of which is hereby ordered filed with the records of the Corporation, the Corporation hereby finds Goldberg Segalla, LLC (the “Firm”) to be responsible; and be it further

RESOLVED, that the Corporation is hereby authorized to enter into an amended contract with the Firm for a total amended contract amount not to exceed Ninety Nine Thousand and Five Hundred Dollars ($99,500) for a term concluding on December 31, 2021 unless otherwise extended by the President and Chief Executive Officer Designate of the Corporation for the purposes and services, and substantially on the terms and conditions, set forth in the Materials; and be it further

RESOLVED, that the President and Chief Executive Officer Designate, or other officer of the Corporation, or his or her designee be, and each of them hereby is, authorized to take such action and execute such documents as may be necessary or appropriate to carry out the foregoing resolution.

* * *

______36 Master Page # 39 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 DRAFT - SUBJECT TO REVIEW AND REVISION

New NY Broadband Program - Procurement of Services - Authorization to Amend a Contract with Tilson Technology Management, Inc.; and Authorization to Take Related Actions ______

RESOLVED, that on the basis of the materials (the "Materials") presented at this meeting, a copy of which is hereby ordered filed with the records of the New York State Urban Development Corporation, d/b/a Empire State Development (the "Corporation"), the Corporation hereby finds Tilson Technology Management, Inc. to be responsible; and be it further

RESOLVED, that the Corporation is hereby authorized to amend its contract with Tilson Technology Management, Inc., for an amount not to exceed ONE MILLION AND FOUR HUNDRED THOUSAND dollars, and substantially on the terms and conditions, set forth in the Materials; and be it further

* * *

New York City (New York County) – Moynihan Station Civic and Land Use Improvement Project – Authorization to Amend the Contract with Skadden, Arps, Slate, Meagher & Flom LLP for Legal Services and Authorization to Take Related Actions

BE IT RESOLVED, that based on the materials presented at this meeting (the “Materials”), a copy of which is hereby ordered filed with the records of the Corporation, the Corporation hereby finds Skadden, Arps, Slate, Meagher & Flom LLP to be responsible; and be it further

RESOLVED, that in accordance with the Materials, the Corporation is hereby authorized to amend the contract with Skadden, Arps, Slate, Meagher & Flom LLP for legal services, the cost of which is not to exceed Three Hundred Thousand Dollars ($300,000) for the purposes and services, and substantially on the terms and conditions, as set forth in the Materials; and be it further

RESOLVED, that the President and Chief of Executive Officer Designate, or another Officer of the Corporation, or their designee(s), be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to execute and deliver any and all documents and to take all actions as may be necessary or proper to implement the foregoing resolutions.

* * *

______37 Master Page # 40 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 DRAFT - SUBJECT TO REVIEW AND REVISION

New York City (New York County) – Moynihan Station Civic and Land Use Improvement Project – Authorization to Amend the Contract with Ernst and Young Infrastructure Advisors, LLC for Market and Financial Feasibility Services; Authorization to Take Related Actions

BE IT RESOLVED, that based on the materials presented at this meeting (the “Materials”), a copy of which is hereby ordered filed with the records of the Corporation, the Corporation hereby finds Ernst and Young Infrastructure Advisors, LLC to be responsible; and be it further

RESOLVED, that in accordance with the Materials, the Corporation is hereby authorized to amend the contract with Ernst and Young Infrastructure Advisors, LLC for financial advisory services, the cost of which is not to exceed Three Hundred Thousand Dollars ($300,000) for the purposes and services, and substantially on the terms and conditions, as set forth in the Materials; and be it further

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Empire Station Complex Project - Authorization to Amend a Contract with AKRF, Inc. to Continue to Provide Environmental Consulting Services in Connection with the Empire Station Complex Civic and Land Use Improvement Project and to Take Related Actions

RESOLVED, that in accordance with the materials presented to this meeting, a copy of which is hereby ordered to be filed with the records of the Corporation (the “Materials”), the Corporation hereby finds AKRF, Inc. to be responsible; and be it further

RESOLVED, that the Corporation is hereby authorized to amend a contract with Consultant for $900,000 for a new contract amount not to exceed $4,900,000 for environmental consulting services, and substantially on the terms and conditions, as set forth in the Materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all such actions as may be necessary

______38 Master Page # 41 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 DRAFT - SUBJECT TO REVIEW AND REVISION

or appropriate to effectuate the foregoing.

* * *

There being no further business, the meeting was adjourned at 9:45 a.m.

Respectfully submitted,

Debbie Royce Corporate Secretary

______39 Master Page # 42 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Statewide – Reimagine Workforce Preparation Grant Program

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Accept U.S. Department of Education for the Reimagine Workforce Preparation Grant; Authorization to Grant Funds to Entrepreneurship Assistance Centers and Reimagine Workforce Centers and to Take Related Actions

I. Project Summary

Grantees: Twenty-Four New York State Entrepreneurship Assistance Centers (“EAC”) and four, state-wide Reimagine Workforce Centers (“RWC”).

ESD* Investment: Grants of up to $22,000 annually to each EAC and of up to $114,000 annually to each RWC over a three-year period.

* The New York State Urban Development Corporation doing business as the Empire State Development (“ESD”).

Project Locations: Locations within New York State regions are as follows: Capital District, New York City, Central New York, Finger Lakes, Long Island, Mid-Hudson, Mohawk Valley, North Country, Southern Tier and Western New York. The specific locations of each EAC are included in the attached Schedule A-1. The specific locations of the four state-wide RWCs is undetermined (RFP to be released pending approval). Proposed Projects: To support the ongoing operations of the EAC and the new RWC to provide entrepreneur training and follow-up support to workers displaced by COVID-19 and to encourage them to start a business for economic development. Regional Council: The Regional Councils have been made aware of this item.

______Master Page # 43 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 II. Funding Sources

The appropriation is a sub-allocation from the Department of Labor for the U.S. Department of Education for the Reimagine Workforce Preparation Grant Program in the amount of $3,200,000.

III. Program Description

A. Background

The Coronavirus/COVID-19, which has been designated a global pandemic by the World Health Organization, is having a devastating impact on the State economy. Many workers have been displaced in the workforce because of the COVID-19 pandemic; for example, between March 2020 and August 2020, when New York Department of Labor (“DOL”) applied for this grant, an average of 151,611 individuals per week filed new claims for unemployment insurance. According to the DOL’s Division of Research and Statistics, over the course of the year (2020) unemployment claims increased 171%. Many of those displaced are the least financially secure workers in the State.

In response to the workforce crisis brought about by the COVID-19 pandemic, the U.S. Department of Education released a request for proposal seeking programs to retrain displaced workers in the states hit hardest by the pandemic. Led by DOL and the NYS Workforce Investment Board, ESD and fellow grant partners State and City Universities of New York (SUNY & CUNY) and the 10 Regional Economic Development Councils (REDCs) secured over $18 million in funding to address upskilling and retraining displaced workers across NYS. ESD secured $3.2 million in this grant to train and support a new entrepreneurial workforce. ESD will use $449,500 of this grant to administer the Reimagine Workforce Preparation Grant and offer $2,750,500 support the EACs and the RWCs to deliver entrepreneurial programming and support.

ESD will leverage this funding by providing basic and advanced entrepreneur training to give displaced workers the knowledge and ecosystem to start a new venture and begin building back the economy through the services that will be provided by the EAC and the RWC.

B. The Grants

ESD will enter into a Memorandum of Understanding with DOL for the U.S. Department of Education for the Reimagine Workforce Preparation Grant Program in the amount of $3,200,000. Out of this total, $449,500 is earmarked for personnel to administer, monitor and report for this grant.

ESD will distribute the $2,750,500 of this grant earmarked for services in two parts. The first part is to provide grants of up to $22,000 to each of the EACs annually for three years to increase the frequency of entrepreneur training programs. The second part is to provide grants of up to $114,000 to each of the RWCs annually for three years to offer basic entrepreneur bootcamps, technical masterclasses relevant to starting and sustaining a successful venture and follow up

2 ______Master Page # 44 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 support such as mentoring, office hours, solution forums, and other offering all directed at providing target support for new entrepreneurs.

The EACs and the RWCs will both be required to report the number of individuals participating in entrepreneur training, number of bootcamps and workshops held, content of the most popular training courses, any cross over from basic bootcamps to master classes, and engagement for follow up support.

The EACs and the RWCs will be required to provide quarterly reports throughout the grant period and other relevant training data as necessary to show the impact of the grant funding. A narrative will also be required on the classes most frequently attended and success stories.

ESD will enter into multi-year agreements of up to three years, starting October 2020, with the EACs and RWCs that will stipulate the manner in which funds will be disbursed.

ESD Project Nos.: #134-313 – 134,333 (Current EACs); TBD: 3 Additional EACs TBD: 4 RWCs

Project Team: Origination Pravina Raghavan Project Management Emily Ekland/TBD Legal TBD Contractor & Supplier Diversity Alejandra Villanueva Environmental TBD

C. Financial Terms and Conditions

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

2. Grant funds will be disbursed in two ways depending on the grantee:

a. An advance of up to 50% of the grant will be disbursed to the EAC upon execution of the Grant Disbursement Agreement, assuming that all project approvals have been completed and funds are available; remaining 50% of the grant will be disbursed upon receipt of final report and payment requisition, and tasks and reports have been completed to ESD’s satisfaction annually.

b. The RWCs will receive grant funding in semi-annual distributions upon submission of timely quarterly reporting to ESD’s satisfaction.

3. ESD may reallocate the project funds to another form of assistance for this project if ESD determines that the reallocation of the assistance would better serve the needs of the

3 ______Master Page # 45 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Corporation and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis

This initiative is supported by a federal award, which the Corporation is authorized to accept pursuant to Section 5(25) of the UDC Act, Chapter 174 of the Laws of 1968, as amended.

V. Environmental Review

ESD staff has determined that the requested authorization constitutes a Type II action as defined by the New York State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with this authorization.

VI. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Articles 15-A and 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority- and women-owned business enterprises ("MWBEs") and service-disabled veteran-owned businesses ("SDVOBs") in the performance of ESD projects. The Office of Contractor and Supplier Diversity has reviewed the project and, due to the emergency response needed for this unprecedented event and the activities to be covered, has determined that MWBE and SDVOB participation goals need not be applied to this project. However, ESD encourages grantees to use MWBEs and SDVOBs where possible.

VII. ESD Employment Enforcement Policy

ESD Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds.

IX. Additional Submissions to Directors

Resolutions Schedule A-1: Entrepreneurship Assistance Centers – Regional Listing Schedule A-2: Reimaging Workforce Centers – Segment from RFP Program Overview and Requirements

4 ______Master Page # 46 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT - Statewide – Reimagine Workforce Preparation Grant Program – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Accept U.S. Department of Education for the Reimagine Workforce Preparation Grant; Authorization to Grant Funds to Entrepreneurship Assistance Centers and Reimagine Workforce Centers and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of Empire State Development (“ESD”), relating to the U.S Department of Education for the Reimagine Workforce Preparation Grant program (the “Project”), ESD hereby determines pursuant to Section 10 (g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of ESD to enter into a Memorandum of Understanding with the New York State Department of Labor for the U.S. Department of Education for the Reimagine Workforce Preparation Grant Program in the amount of $3,200,000; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized to make individual grants of up to Twenty-Two Thousand Dollars ($22,000) to Entrepreneurship Assistance Centers and individual grants of up to One Hundred Fourteen Thousand Dollars ($114,000) to Reimagine Workforce Centers for a total amount not to exceed Two Million Seven Hundred Sixty Thousand, Five Hundred ($2,750,500) for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of ESD to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

5 ______Master Page # 47 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-1 Entrepreneurship Assistance Centers - Regional Listing

1. ACCORD Corporation (Western New York Region - Allegany County), Project #134,313 2. Adirondack Economic Development Corporation (North Country Region - Jefferson County), Project #134,314 3. Bedford Stuyvesant Restoration Corporation (New York City Region – Kings County), Project #134,317 4. Binghamton Local Development Corporation (Southern Tier Region - Broome County), Project #134,315 5. Business Outreach Center, Inc. (New York City Region - Queens County (Jamaica/Corona), Project #134,316 6. Business Training Institute, Inc. (Mohawk Valley Region - Oneida County), Project #134,318 7. CAMBA (New York City Region - Kings County), Project #134,319 8. Capital Region Chamber Foundation, Inc. of Albany-Colonie Regional Chamber of Commerce (Capital Region - Albany County), Project #134,321 9. Chinatown Manpower Project, Inc. (New York City Region - New York County), Project #134,320 10. Hofstra University (Long Island Region - Nassau County), Project #134,322 11. IBERO American Action League – Medaille College Buffalo (Western New York Region - Erie/Niagara Counties), Project #134,324 12. IBERO American Action League - Waverly (Southern Tier Region – Chemung County), Project #134,323 13. Local Development Corporation of East New York (New York City Region - Kings County), Project #134,325 14. Queens Economic Development Corporation (New York City Region - Queens County), Project #134,326 15. Renaissance Economic Development Corporation (New York City Region – New York County), Project #134,327 16. Suffolk County Community College (Long Island Region - Suffolk County), Project #134,328 17. Syracuse University (Central New York Region - Onondaga County), Project #134,329 18. Urban League of Rochester (Finger Lakes Region - Monroe County), Project #134,330 19. Washington Heights Inwood Development Corporation (New York City Region – New York County), Project #134,333 20. Women’s Enterprise Development Center Inc. (Mid-Hudson Region – Westchester County), Project #134,332 21. Women’s Enterprise Development Center Inc. (Mid-Hudson Region – Duchess, Orange, Sullivan, Ulster and Putnam Counties), Project #134,331

______

PLEASE NOTE: ESD will be soliciting three (3) additional EACs in April 2021 to complete the roster of 24 Centers for years two (2) and three (3):

 One (1) EAC representing the New York City Region – New York County; and  Two (2) EAC representing the New York City Region – Bronx County.

______Master Page # 48 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Schedule A-2 Reimagine Workforce Centers - Segment from RFP Program Overview and Requirements

Program Goals and Objectives COVID-19 displaced a significant portion of the workforce in New York State. To support displaced workers looking to reengage in the economy as entrepreneurs Empire State Development (ESD) offers the Reimagine Entrepreneur Training RFP. Under this RFP, ESD anticipates selecting up to 4 bidders to provide entrepreneurial training and follow-on support to workers displaced by COVID-19 looking to start a business in New York State. Each awardee will be expected to train 1,500 displaced workers over the award period. Individuals trained through short courses and longer structured classes or bootcamps will count towards this total goal. Each applicant should be able to meet all objectives:

 Provide basic entrepreneurial training for displaced individuals interested in starting a business, or partner with organizations that provide this service;  Provide “graduate” entrepreneur workshops providing training on more specific, advanced entrepreneur/small business needs;  Provide follow-on support to trained individuals to support the startup and growth of new business;  Leverage strategic partnerships, including the NYSTAR portfolio, to support entrepreneurs; and  Increase awareness of programs available to entrepreneurs for additional support.

Applicants must address the following tasks: Task I: Training Applicants are asked to provide two categories of training: basic entrepreneur education and graduate, master class workshops that provide more detailed education about specific topics. Each applicant must detail a process and summary of the training that will be provided to individuals in entrepreneurship. The application must explain:

 Plan to reach target group of potential trainees;  Training topics and summary;  Manner in which training will be offered;  Partnerships that will be leveraged to perform certain objectives or tasks; and  Strategy to develop new curriculum or workshop topics, if necessary.

Applicants are expected to offer six basic training cohorts and three graduate (master class) workshops over the course of the award. Training can be offered virtually and in-person, if not prevented by COVID restrictions.

Task II: Follow-on Support Applicants are expected to offer assistance to trained individuals that are interested in or in the process of engaging an entrepreneurial project. Types of follow-on support can include: office hours, introductions to relevant resources, mentoring or building mentoring pathways,

7 ______Master Page # 49 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 developing a roadmap, networking opportunities, etc. Successful applications will showcase how the center plans to support new entrepreneurs after completing their training.

Task III: Partnerships Applicants should outline any strategic partnership that will be incorporated into this initiative, explain the role that relationship will play in completing the tasks and explain how those partners will be engaged.

8 ______Master Page # 50 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Statewide – COVID-19 Pandemic Small Business Recovery Grant Program - Technical Assistance Grants

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make Grants to Entrepreneurship Assistance Centers and Small Business Development Centers Pursuant to Section 16-ff of the Act and to Take Related Actions

I. Project Summary

Grantees: Twenty-one New York State Entrepreneurship Assistance Centers (“EAC”) and The Research Foundation for the State University of New York (“RF SUNY” or the “Foundation”) on behalf the twenty-three Small Business Development Centers (“SBDC”), collectively, the “Centers”, as listed in Schedules A-1 and A-2, attached hereto and made a part hereof.

ESD* Investment: It is here by requested that individual grants of up to $200,000 to the Centers, collectively not to exceed $10,000,000, be authorized.

* The New York State Urban Development Corporation doing business as the Empire State Development (“ESD”).

Proposed Projects: To support the ongoing operations of the EAC and the SBDC in the effort to provide technical assistance to New York State micro and small businesses and for-profit, independent arts and cultural organizations in applying for the COVID-19 Pandemic Small Business Recovery Grant Program and various other federal and state COVID-19 financial assistance programs.

Regional Council: The Regional Councils have been made aware of their respective items.

______Master Page # 51 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 II. Funding Sources

Ten Million Dollars ($10,000,000) has been allocated from a 2021-2022 New York State Budget Aid to Localities COVID-19 Pandemic Small Business Recovery Grant Program appropriation.

III. Project Descriptions

A. Background

The Coronavirus/COVID-19, which has been designated a global pandemic by the World Health Organization, is having a devastating impact on the State’s economy. As the State and the country tried to stem the spread of the virus and contain the outbreak, life in the State rapidly grinded to a halt and with it much of the economy. While all industries have been affected by the COVID-19 pandemic, the retail, service, and independent arts and cultural businesses, especially micro and small businesses have been deeply impacted by the downturn. This further jeopardizes some of the least financially secured workers in the state -- jobs in these industries are often part-time and typically pay low wages.

To enhance the impact of the various federal and state programs that will become available, ESD will provide grants to the EAC and SBDC to assist micro and small businesses and for-profit, independent arts and cultural organizations in applying for programs under the federal American Rescue Plan Act of 2021 or any other available federal economic recovery programs, the COVID- 19 Pandemic Small Business Recovery Grant Program and various other COVID-19 financial assistance programs that will become available to help New York State businesses that experienced economic hardship as a result of the pandemic.

B. The Grants

ESD will make grants to each EAC and the RF SUNY on behalf of the SBDC, as set forth in Schedules A-1 and A-2, in order to enhance each organization’s capacity to provide technical assistance to New York State micro and small businesses and for-profit, independent arts and cultural organizations in applying for programs under the federal American Rescue Plan Act of 2021 or any other available federal economic recovery programs, the COVID-19 Pandemic Small Business Recovery Grant Program and various other COVID-19 financial assistance programs. All small businesses are eligible to receive assistance. In addition, there will be a focus on businesses that find the application requirements and processes difficult to navigate, at times due to language barrier, and need assistance to help complete and submit acceptable and eligible applications.

ESD anticipates releasing a Request for Application for the New York State’s COVID-19 Pandemic Small Business Recovery Grant Program Technical Assistance Grants for additional technical assistance providers in April 2021 and an anticipated submittal deadline in May 2021. The 2021- 2022 New York State Budget funding will be made available from the Aid to Localities COVID-19 Pandemic Small Business Recovery Grant Program appropriation in the amount of Ten Million Dollar ($10,000,000). Eligible applicants may receive grants for eligible project costs to provide

2 ______Master Page # 52 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 technical assistance to micro and small businesses and for-profit, independent arts and cultural organizations. The selected organizations will bridge this gap by providing intensive technical assistance to assist micro and small businesses and for-profit, independent arts and cultural organizations in applying for programs under the federal American Rescue Plan Act of 2021 or any other available federal economic recovery programs, the COVID-19 Pandemic Small Business Recovery Grant Program and various other COVID-19 financial assistance programs that will become available to help New York State businesses that experienced economic hardship as a result of the pandemic.

The Centers will be required to provide progress reports detailing the impact of technical assistance provided. In addition, each Center will use allocated funds for expenses related to technical assistance as outlined above and will provide ESD with financial reports and documentation of expenditures for disbursement of funds. ESD will verify that each Center is in compliance with Program regulations and is following all contractual arrangements by reviewing, verifying and approving the required documentation.

ESD will enter into an agreement with each Center that will stipulate the manner in which program funds will be disbursed.

ESD Project Nos.: #134,288 to #134,308 - 21 EAC

#134,309 - RF SUNY

Project Team: Origination Pravina Raghavan Program Director Bette Yee Project Manager Jefferson Mao Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

C. Financial Terms and Conditions

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

2. An advance of up to 50% of the grant will be disbursed to the Grantee upon execution of the Grant Disbursement Agreement, assuming that all project approvals have been completed and funds are available. A second disbursement of 40% of the Grant will be disbursed as an advance upon submission of supporting documentation of eligible expenditures of 50% of initial advance, and provided Grantee is otherwise in compliance with program requirements; the final 10% of the Grant will be disbursed when all requirements have been completed to ESD’s satisfaction.

3 ______Master Page # 53 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 3. ESD may reallocate the project funds to another form of assistance, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Organization and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis

The Program is enabled by Section 16-ff of the New York State Urban Development Corporation Act. Funding has been appropriated in the 2021-2022 New York State Budget.

V. Environmental Review

ESD staff has determined that the approval of funding to support ongoing operations of the EAC and SBDC constitutes a Type II action as defined by the New York State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with this approval.

VI. Non-Discrimination and Contractor & Supplier Diversity

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

IX. Additional Submissions to Directors

Resolutions Schedule A-1: Entrepreneurship Assistance Centers – Regional Listing Schedule A-2: Small Business Development Centers – Regional Listing

4 ______Master Page # 54 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT- Statewide – COVID-19 Pandemic Small Business Recovery Grant Program - Technical Assistance Grants - Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make Grants to Entrepreneurship Assistance Centers and, Small Business Development Centers Pursuant to Section 16-ff of the Act and to Take Related Actions

BE IT RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Empire State Development (“ESD”), relating to the COVID-19 Pandemic Small Business Recovery Grant Program Technical Assistance Grants to Entrepreneurship Assistance Centers, Small Business Development Centers (the “Project”), ESD hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized to make individual grants of up to Two Hundred Thousand Dollars ($200,000) for a total amount not to exceed Ten Million ($10,000,000) for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, subsequent to the making of the grants, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grants; and be it further

* * *

5 ______Master Page # 55 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-1

Entrepreneurship Assistance Centers - Regional Listing

1. ACCORD Corporation (Western New York Region - Allegany County), Project #134,288 2. Adirondack Economic Development Corporation (North Country Region - Jefferson County), Project #134,289 3. Bedford Stuyvesant Restoration Corporation (New York City Region – Kings County), Project #134,292 4. Binghamton Local Development Corporation (Southern Tier Region - Broome County), Project #134,290 5. Business Outreach Center, Inc. (New York City Region - Queens County (Jamaica/Corona), Project #134,291 6. Business Training Institute, Inc. (Mohawk Valley Region - Oneida County), Project #134,293 7. CAMBA (New York City Region - Kings County), Project #134,294 8. Capital Region Chamber Foundation, Inc. of Albany-Colonie Regional Chamber of Commerce (Capital Region - Albany County), Project #134,296 9. Chinatown Manpower Project, Inc. (New York City Region - New York County), Project #134,295 10. Hofstra University (Long Island Region - Nassau County), Project #134,297 11. IBERO American Action League – Medaille College Buffalo (Western New York Region - Erie/Niagara Counties), Project #134,299 12. IBERO American Action League - Waverly (Southern Tier Region – Chemung County), Project #134,298 13. Local Development Corporation of East New York (New York City Region - Kings County), Project #134,300 14. Queens Economic Development Corporation (New York City Region - Queens County), Project #134,301 15. Renaissance Economic Development Corporation (New York City Region – New York County), Project #134,302 16. Suffolk County Community College (Long Island Region - Suffolk County), Project #134,303 17. Syracuse University (Central New York Region - Onondaga County), Project #134,304 18. Urban League of Rochester (Finger Lakes Region - Monroe County), Project #134,305 19. Washington Heights Inwood Development Corporation (New York City Region – New York County), Project #134,308 20. Women’s Enterprise Development Center Inc. (Mid-Hudson Region – Westchester County), Project # 134,307 21. Women’s Enterprise Development Center Inc. (Mid-Hudson Region – Duchess, Orange, Sullivan, Ulster and Putnam Counties), Project #134,306

______Master Page # 56 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-2

Small Business Development Centers - Regional Listing

(The Research Foundation of the State University of New York - Project #134,309)

1. Central Office - Small Business Development Center State University of New York 2. Albany - Small Business Development Center University at Albany 3. Binghamton - Small Business Development Center 4. Brockport/Rochester - Small Business Development Center 5. Bronx - Small Business Development Center 6. Brooklyn - Small Business Development Center 7. Buffalo - Small Business Development Center 8. Canton - SUNY Canton 9. Columbia University - Harlem Small Business Development Center 10. Jamestown - Small Business Development Center 11. Long Island - Farmingdale Small Business Development Center 12. Long Island - Stony Brook Small Business Development Center 13. Manhattan (PACE) - Small Business Development Center 14. Mid-Hudson - Small Business Development Center 15. Midtown Manhattan (BARUCH) - Small Business Development Center 16. Mohawk Valley - Small Business Development Center 17. Niagara - Small Business Development Center 18. Onondaga - Small Business Development Center 19. Queens - LaGuardia Small Business Development Center 20. Queens - York Small Business Development Center 21. Rockland (Westchester) - Small Business Development Center 22. Staten Island - Small Business Development Center 23. Watertown - Small Business Development Center

7 ______Master Page # 57 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – (Capital Region – Albany County) – Albany Water Board Capital – Regional Council Capital Fund (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: Albany Water Board (the “Organization”)

ESD* Investment: A grant of up to $1,900,000 to be used for design and construction of a new water booster pump station and wastewater collection system improvements to address low pressures and accommodate increasing water demand in the City of Albany.

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Locations: The W. Averell Harriman State Office Building Campus, Tremont Street, Central Avenue between Tremont Street and N Russell Road, and Roseland Street.

Proposed Project: The project upgraded water and sewer infrastructure along the Upper Washington Avenue corridor and included a new water pump station and water tank, and a new sewage pump station, force main and improvements to downstream receiving sewers.

Project Type: Infrastructure

Regional Council: The project is consistent with the Capital Regional Economic Development Council’s plan to upgrade an existing wastewater pumping system to better serve the communities.

______Master Page # 58 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 II. Project Cost and Financing Sources

Financing Uses Amount Construction / Renovation $12,475,123 Infrastructure / Site Work $583,654 Other project costs (Architectural, Engineering) $2,698,642

Total Project Costs $15,757,419

Financing Sources Amount Percent Rate/Term ESD-Grant $1,900,000 12% Grantee Equity (NYS WIIA Grants) $2,692,534 17% EFC Financings* 11,164,885 71%

Total Project Financing $15,757,419 100%

* It is being funded by new debt issued though the New York State Environmental Facilities Corporation, Clean Water and Drinking Water State Revolving Loan Funds.

III. Project Description

A. Company

Industry: Infrastructure/Environment

Grantee History: The Albany Municipal Finance Authority and the Albany Water Board were established by NYS legislation in 1986. The Albany Water Board is a 5-member board charged with protecting and preserving Albany’s water works and sewage collection system. The Albany Water Board owns the system. The City of Albany provides for the operation and maintenance of the system under an Operation Agreement. The City of Albany Department of Water & Water Supply provides the operating staff and administers the capital improvement program. The Department is led by a Commissioner, Deputy Commissioner, and Chief Fiscal Officer. The system serves over 100,000 people and employs approximately 140. The Department’s mission includes: to deliver reliable and high-quality supply of water, including fire protection; and to collect and safely convey wastewater to treatment facilities and comply with all regulatory permit requirements. Related goals include: 100% reliable water supply for customers, system maintenance and improvements to keep 100% of sanitary sewage “in the pipes”, and plan for future water, sewer and storm water infrastructure needs to serve new development in the City of Albany.

2 ______Master Page # 59 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Ownership: The Organization is a public authority.

Size: All facilities are located in Albany, NY.

ESD Involvement: The Organization was seeking to make a capital investment in order to upgrade water and wastewater infrastructure, to divert wastewater contributing to combined sewer overflows to the Hudson River, address low water pressures and meet increasing demand. In 2015, the Organization applied under Round 5 of the Consolidated Funding Application (“CFA”) for assistance to close a financing gap for the design and construction of a new water booster pump station and wastewater collection system improvements. The Board was awarded a $1,900,000 Regional Council Capital Fund grant in May 2016 to assist with the financing. The Grantee accepted the grant the same month. Without ESD’s assistance, the project could not have moved forward.

Competition: N/A

Past ESD Support: This is the Organization’s first project with ESD.

B. The Project

Completion: August 2020

Activity: The project included construction of a new sewage pumping station at the OGS Averell Harriman Office Campus, construction of a new sewage force main to convey the wastewater from the University of Albany and the Harriman Campus to the Patroon Creek Sewer District, improvements to existing downstream receiving sewers, construction of a new water tank at the Harriman Campus, and construction of a new water pumping station to create a new Upper Washington Pressure Zone.

Results: Prior to this project the wastewater from the University of Albany and the Harriman Campus went to the Beaver Creek Sewer District and contributed to combined sewer overflows to the Hudson River. Now this wastewater is conveyed to the Patroon Creek Sewer District and does not contribute to combined sewer overflows to the Hudson River. Future development on the Harriman and University of Albany campuses will not be restricted by the requirements imposed on projects contributing to combined sewer overflows. The new $180 million University of Albany Emerging Technology and Entrepreneurship Complex (ETEC) campus benefited from this change. Prior to this project, water pressure in the Upper Washington Corridor was generally at the low end of the acceptable range. Now pressure is improved and more consistent. The new water tank results in reduced energy needed for supplying water to

3 ______Master Page # 60 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 the University of Albany and Harriman Campus, improved pressure and capacity to provide water to the Pine Bush Pressure Zone. The Pine Bush Pressure Zone serves Albany Water Board’s largest customer, SUNY Polytech, and also serves the Town of Guilderland and the residential and commercial customers along Washington Avenue Extension.

Infrastructure Investment Project: No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

Grantee Contact: William D Simcoe, P.E. 10 North Enterprise Drive Albany, NY, 12204 Phone: (518) 434-5302 E-mail: wsimcoe@albanyny. gov

ESD Project No.: AA727

Project Team: Origination Joseph Landy Project Management Jane Ji Contractor & Supplier Diversity Danielle Adams Finance Tim Anderson Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $1,900,000 ($19,000) and reimburse ESD for all out-of- pocket expenses incurred in connection with the project.

2. The Grantee will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement.

3. The Grantee will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Grantee’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Grantee or by investors, and should be auditable through Organizational financial statements or Grantee accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Up to 1,900,000 will be disbursed to the Grantee upon described in the materials and as evidenced by attainment of certificate of occupancy and /or other documentation verifying project costs totaling $9,500,000. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require.

4 ______Master Page # 61 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Expenses must be incurred on or after December 10, 2015 to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,900,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis – Regional Council Capital Fund

The funding was authorized in the 2015-2016 New York State budget and appropriated in the 2016-2017, 2017-2018, 2019-2020, 2020-2021 and 2021-2022 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

ESD staff has determined that the project constitutes a Type II action as defined by the New York State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the project.

VI. Smart Growth Public Infrastructure Review

Pursuant to the requirements of the State Smart Growth Public Infrastructure Policy Act (the “SG Act”), ESD’s Smart Growth Advisory Committee has reviewed a Smart Growth Impact Statement for the project and found that the project is consistent with the State Smart Growth Public Infrastructure Criteria (“Smart Growth Criteria”). The designee of the Chief Executive Officer Designate of the Corporation has attested that the project, to the extent practicable, meets the relevant Smart Growth Criteria set forth in the SG Act.

VII. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority-and women-owned business enterprises (MWBEs) in the performance of ESD projects. The Office of Contractor and Supplier Diversity has reviewed the project and has determined that MWBE participation goals need not be applied to this project.

VIII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

5 ______Master Page # 62 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 IX. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

X. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

6 ______Master Page # 63 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

Regional Council Award – (Capital Region – Albany County) – Albany Water Board Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Albany Water Board Capital Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Albany Water Board a grant for a total amount not to exceed One Million Nine Hundred Thousand Dollars ($1,900,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and

7 ______Master Page # 64 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

8 ______Master Page # 65 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Albany Water Board Capital Albany County

______Master Page # 66 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Albany Water Board Capital

Sewage Pump Station Electrical Panels

Sewage Pump Station-Pumps Completed Water Tank Completed

______Master Page # 67 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Albany Water Board Capital

Water Pump Station Exterior

______Master Page # 68 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – Priority Project – Albany (Capital Region – Albany County) – Capital Repertory Theatre Capital – Regional Council Capital Fund and Restore New York Communities Initiative (Capital Grants)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: City of Albany (the “City”)

Beneficiary Organization: Capital Repertory Theatre (“theREP” or the “Theatre”)

ESD* Investment: Two grants of up to $2,750,000 to be used for a portion of the cost of construction and renovation

* The New York State Urban Development Corporation doing business as Empire State Development “ESD” or the “Corporation”)

Project Location: 251 North Pearl Street, Albany, Albany County

Proposed Project: The renovation of a vacant building for Capital Repertory Theatre to relocate to within downtown Albany

Project Type: Downtown revitalization

______Master Page # 69 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Regional Council: The project is consistent with the Capital Region Regional Economic Development Council Strategies of Bringing the Region’s Cities to Life, Showcasing its Beauty, and Spotlighting its Strengths.

Phillip Morris, Proctors Collaborative CEO Capital Repertory Theatre, is a member of the 22-person Capital Region Regional Economic Development Council. In conformance with the State’s policy, this individual has recused himself on votes recommending this project.

The Council also includes 11 additional, ex-officio members who are elected officials but cannot vote on individual project recommendations. Kathy Sheehan, Mayor, City of Albany, is an ex-officio member.

II. Project Cost and Financing Sources

Financing Uses Amount Construction/renovation $7,245,300 Infrastructure/site work 535,000 Furniture, fixtures, equipment 200,000 Other (legal, architectural, engineering) 2,322,250

Total Project Costs $10,302,550

Financing Sources Amount Percent ESD-Grant (#AA833) $950,000 9% ESD-Grant (#131,724) 1,800,000 18% NYS Homes and Community Renewal 2,000,000 19% Historic Tax Credit 4,048,799 39% Organization Equity* 1,503,751 15%

Total Project Financing $10,302,550 100%

* From the project beneficiary

III. Project Description

A. Company

Industry: Municipal Government

Grantee History: The City of Albany was first settled by the Dutch in 1624, and given its charter in 1686 by Governor Thomas Dongan, officially becoming the capital of New York in 1797. With approximately 100,000 residents, Albany is strategically located along the Hudson River between the Adirondacks, the Catskills and the Berkshires. The City is also located two

2 ______Master Page # 70 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 and a half hours from New York City, three hours from Boston and four hours from Montreal. The City is part of a larger urban area within the Capital region which is comprised of four major cities: Albany, Schenectady, Troy, and Saratoga Springs.

Beneficiary History: Capital Repertory Theatre (“theREP”) is a professional, resident producing theatre, the only one of its kind within 14 counties. TheREP was formed as a 501c3 not-for-profit corporation in 1981, that is affiliated with Proctors Collaborative, a performing arts and community development organization located in nearby Schenectady, NY. Proctors provides in- kind administrative services to the theatre, as part of its regional mission.

TheREP serves the City of Albany and the Capital Region with its mission to “create meaningful theatre with an authentic link to the community we serve.” In addition to producing theatre work, it also serves as an incubator for new theatre content, nurturing new artists and diverse voices for modern theatre, while also providing enriching educational experiences in partnership with regional schools. It produces a year- round season of plays, musicals and related programming, annually serving more than 45,000 people.

Ownership: The City of Albany is a formally chartered city in the state of New York.

Size: All facilities are located in Albany, NY.

Market: N/A

ESD Involvement: TheREP had long and unsuccessfully sought to gain ownership of its current facility, however, the building declined due to owner neglect. To survive, theREP sought out a new home that they could own and continue to be a collaborative catalyst of revitalization and community impact. They found a decades-vacant building two blocks away in Livingston Square from their original home; however, this new site would be more costly to renovate than their previously existing space.

TheREP was awarded $950,000 in December 2016 through Round 5 of the Consolidated Funding Application to fill a financing gap. However, to make the project more viable, this grant from the Regional Council Capital Fund was transferred to the City of Albany in July 2019 through a formal Memorandum of Understanding (MOU) between the City of Albany and Capital Repertory Theatre.

In 2017, the City applied under Round 5 of the Restore New York program for funding on behalf of theREP, in order to leverage the existing Regional Council award and to support the final fundraising required to undertake

3 ______Master Page # 71 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 the project. The City was awarded $1,800,000 in April 2018 through Restore NY for a total of $2,750,000 in grants.

Without ESD’s funding, this project would not be feasible.

Competition: N/A

Past ESD Support: Funding for the past five years to the Grantee is summarized in the following chart:

Date Start Date End Program Project # Amount (ESD Directors’ (Project Completion: Purpose Approval Date) Contract Expiration)

Working Capital - Urban and Feasibility study for Community traffic, parking and Development 132,443 $20,000 November 1, 2020 December 31, 2022 congestion on Madison Program – RC8 Strat Ave, Washington Ave Planning and Lark Street

B. The Project

Completion: December 2020

Activity: The Beneficiary completed a renovation project of a two-story, 33,000 square-foot vacant industrial building in downtown Albany’s Warehouse District for the region’s only professional resident producing theatre. The facility now includes a 300-seat theatre, full time café, box office, community event space, costume shop, scene shop, and administrative offices.

The renovation included clearing the building of lead and asbestos, restoring the building’s facade to its historic character, and overall rehabilitation and construction uses. As a result of this project, the building is being placed on the registers of state and national historic buildings.

This new facility provides a permanent home for the region’s only professional, resident producing theatre. With state-of-the-art facilities and technical systems, it will not only increase efficiency for the organization, but it will also unlock new technical capabilities for sound, lighting and scenery previously unavailable in the Theatre’s former locale.

The facility is ADA compliant, with increased accessibility features as well as a hearing loop system for persons with hearing loss.

4 ______Master Page # 72 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Results: Core programming and activities at the project location will include a year-round season of professional theatre content, as well as education programs and community events. As the result of several years of neighborhood stakeholder engagement, the Theatre will also launch a variety of new programs, including additional free and low-cost community events, “neighborhood nights,” new play readings and training programs for job seekers. A Community Benefits Agreement with the nearby Albany Housing Authority informs further neighborhood collaboration, leveraging nearby redevelopment projects and the revitalizing focus of the Downtown Revitalization Initiative.

Economic Growth Investment Project: No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

Grantee Contact: Chris Spencer Commissioner of Planning The City of Albany 200 Henry Johnson Blvd Albany, New York 12210 Phone: (518) 465-6066 E-mail: cspencer@albanyny. gov

Beneficiary Contact: Phillip Morris Proctors Collaborative CEO Capital Repertory Theatre 432 State Street Schenectady, New York 12305 Phone: (518) 382-3884 Email: pmorris@proctors. org

ESD Project Nos.: AA833 & 131,724

Project Team: Origination Heidi Pasos Project Management Chelsey Watroba Contractor & Supplier Diversity Danielle Adams Environmental Eram Qadri

5 ______Master Page # 73 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $950,000 Regional Council Capital Fund grant ($9,500) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Grantee will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The Grantee will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Grantee’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Grantee or by investors, and should be auditable through Grantee financial statements or Grantee accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Up to $2,750,000 will be disbursed to Grantee in a lump sum, upon documentation of construction/renovation, infrastructure/site work, furniture/fixtures/equipment and other (legal, architectural, engineering) project costs totaling $8,316,250, upon completion of the project substantially as described in these materials, as evidenced by a certificate of occupancy, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 15, 2015, to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $2,750,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

6. Grant funds will be subject to pro rata recapture if the property at the Project Location is sold within five years of disbursement of funds. The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the transfer occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:

6 ______Master Page # 74 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 (iii) 60% of the disbursed amount if the transfer occurred in the third full calendar year after the disbursement was made; (iv) 40% of the disbursed amount if the transfer occurred in the fourth full calendar year after the disbursement was made; (v) 20% of the disbursed amount if the transfer occurred in the fifth full calendar year after the disbursement was made.

IV. Statutory Basis – Regional Council Capital Fund

The funding was authorized in the 2015-2016 New York State budget and reappropriated in the 2016-2017, 2017-2018, 2018-2019, 2019-2020, 2020-2021, and 2021-2022 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Statutory Basis – Restore NY Communities:

The funding was authorized in the 2017-2018 New York State budget and reappropriated in the 2018-2019, 2019-2020, 2020-2021, and 2021-2022 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

VI. Environmental Review

Due to the building's listing in the New York State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law (“Section 14.09”). No further consultation is required.

VII. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprises (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.

7 ______Master Page # 75 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 VIII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

IX. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

X. Additional Submissions to Directors

Resolution New York State Map Project Photographs

8 ______Master Page # 76 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

Regional Council Award – Priority Project – Albany (Capital Region – Albany County) Capital Repertory Theatre Capital – Regional Council Capital Fund and Restore New York Communities Initiative (Capital Grants) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Capital Repertory Theatre Capital -- Regional Council Capital Fund & RESTORE NY (Capital Grants) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to The City of Albany a grant for a total amount not to exceed Two Million, Seven Hundred Fifty Thousand dollars ($2,750,000) from the Regional Council Capital Fund and Restore New York Communities Initiative, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

______Master Page # 77 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

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______Master Page # 78 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Capital Repertory Theatre Capital Albany Albany County

Capital Repertory Theatre Capital Albany Albany County

______Master Page # 79 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Capital Repertory Theatre Capital

______Master Page # 80 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Capital Repertory Theatre Capital

______Master Page # 81 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – Schenectady (Capital Region – Schenectady County) – Robinson Block Capital – Regional Council Capital Fund– (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment

General Project Plan

I. Project Summary

Grantee: Schenectady Metroplex Development Authority (“Metroplex” or the “Authority)

Beneficiary Company: Highbridge/Prime Development, Inc.

ESD* Investment: A grant of up to $1,200,000 to be used for a portion of the cost of commercial construction costs

* The New York State Urban Development Corporation doing business as Empire State Development “ESD” or the “Corporation”)

Project Locations: 240 State Street, Schenectady, Schenectady County

Proposed Project: Mixed-use development project that includes demolition of old buildings, construction of retail space, market rate apartments and parking in Downtown Schenectady.

Project Type: Downtown Revitalization

______Master Page # 82 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Regional Council: The project is consistent with the Capital Region Regional Economic Development Council’s “Bringing Cities to Life” strategy, an effort to convert dormant commercial buildings into mixed-use projects, combining residential, office and retail activities and the retention of younger generations and talent by meeting the growing demand for a live, work, and play lifestyle.

II. Project Cost and Financing Sources

Financing Uses Amount Real Estate Acquisition $528,000 Construction/Renovation 16,282,044 Infrastructure 1,184,110 Other (architecture/engineering, etc.) 2,175,823

Total Project Costs $20,169,977

Residential Portion $18,587,977 Commercial Portion $1,582,000

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant $1,200,000 6% Metroplex Façade Grant 250,000 1% Metroplex Financing 328,000 2% 4%/15 yrs/ 3rd mortgage M&T Bank Financing 16,224,663 80% 2yr swap rate + 250 bps/24 months/1st Company Equity 2,167,314 11%

Total Project Financing $20,169,977 100%

III. Project Description

A. Company

Industry: Economic development public benefit corporation

Grantee History: The Authority was formed by the New State Legislature in August 1998. It is statutorily entitled to receive, for the period beginning September 1, 1998, and ending August 31, 2038, 70% of one-half of one percent of all sales and compensating use tax revenue received by Schenectady County, which may be used to support all its statutorily authorized purposes and powers.

The Authority’s general purposes are to design, develop, plan, finance, create, site, construct, renovate, administer, operate, manage, and/or maintain buildings, parks, structures, and other facilities within its service

2 ______Master Page # 83 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 district including, without limitation, industrial, manufacturing, entertainment, and infrastructure facilities, and business, commercial, retail, and government office buildings or space. To carry out its corporate purposes, the Authority is vested with and has broad powers, including the authority to borrow money, issue bonds, and enter into contracts and leases, buy and sell real property, and make loans and grants, among other methods of financial assistance.

Since 1999, the Authority has provided financial assistance on 800+ projects that improved or meaningfully improved over 11 million square feet of commercial space in Schenectady County. The Authority has expended over $204 million that has leveraged $2.5 billion in investments throughout Schenectady County but primarily in the City of Schenectady.

Ownership: Metroplex is a public benefit corporation that is governed by a board of eleven members, all of whom are residents of Schenectady County and each of whom is appointed by majority vote of the Schenectady County Legislature.

Size: All facilities are located in Schenectady, NY.

Market: N/A

ESD Involvement: Robinson Block is a large collection of buildings, and along with the need to demolish and rebuild, the site contained substandard soil conditions due to the proximity of the site to the old Erie Canal, representing a significant physical and financial hurdle due to the requirement of an extremely deep foundation system. Due to the high costs associated with this project, Metroplex applied through Round 4 of the Consolidated Funding Application (“CFA”) on Highbridge/Prime Development, Inc.’s behalf for financial assistance to support the project and was awarded $1,200,000 in May 2015. Without ESD’s assistance the project could not have moved forward.

Competition: N/A

Past ESD Support: This is the Organization’s first project with ESD.

B. The Project

Completion: June 2019

Activity: The Robinson Block Redevelopment represents a 4-story 144,000-square foot mixed-use facility containing 105 market-rate apartments with dedicated parking for 120 vehicles and 9,900-square-feet of ground floor

3 ______Master Page # 84 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 retail space. The development company secured site control of 7 properties that were vacant, blighted or otherwise underutilized buildings. All the buildings were demolished, and the parcels were converted into one, 240 State Street.

The developer for Robinson Block Redevelopment project is Highbridge / Prime Development, Inc. The development company is a combination of two highly reputable development companies in the Capital District: Highbridge Development of Schenectady and Prime Companies of Cohoes, the largest market-rate apartment developer in the Capital District. Highbridge, an affiliated entity of Plank Construction, started in 1999. Highbridge has made substantial investments in Schenectady County: its office building at 376 Broadway, SEFCU Square at 469 State Street, 330, 336 and 340 Broadway, Mansion Square in Niskayuna, and 2696 Hamburg Street in Rotterdam among other holdings. Prime Companies owns and manages over 2,000 apartment units in the region. It offers services in every aspect of residential and commercial real estate development, brokerage, and property management. Their portfolio includes hotel and apartment ownership, residential and commercial brokerage and real estate services, property management and development and real estate asset management.

Results: The project opened in mid-2019 and 97 apartments are rented at 92% occupancy. The 9,900 square foot ground floor commercial retail space is available for leasing. Throughout the COVID-19 pandemic, the residential portion of the project has proved to be sustainable, while the commercial space has not performed. The lower State Street section of downtown Schenectady had suffered from blight, antiquated, unsafe structures and disinvestment for many years. This project has had a meaningful impact by reversing the stagnation and deterioration on lower State Street in downtown Schenectady.

Grantee Contact: Jayme Lahut, Executive Director Schenectady Metroplex Development Authority 433 State Street, Center City Plaza Schenectady, New York 12305 Phone: (518) 377-1109 E-mail: jlahut@schenectadymetroplex. org

4 ______Master Page # 85 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Beneficiary Contact: John Roth, Owner Highbridge/Prime Development, Inc. 376 Broadway, Third Floor Schenectady, New York 12305 Phone: (518) 344-5400 E-mail: jroth@highbridgedevelopment. com

ESD Project No.: Z845

Project Team: Origination Arnie Will Project Management Chelsey Watroba Contractor & Supplier Diversity Denise Ross Finance Kathleen Uckert Environmental Eram Qadri

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $1,200,000 capital grant ($12,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Grantee will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The Grantee will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Grantee’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Grantee or by investors, and should be auditable through Grantee financial statements or Grantee accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Up to $1,200,000 will be disbursed to Grantee in a lump sum upon documentation of real estate acquisition, construction/renovation, infrastructure, and other project costs (financing, surveying, geotechnical, architecture and engineering, etc.) project costs totaling $19,777,000, upon completion of the project substantially as described in these materials, as evidenced by a certificate of occupancy, and assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 11, 2014 to be considered eligible project costs All disbursements must be requested by April 1, 2022.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,200,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total

5 ______Master Page # 86 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 amount of assistance approved by the Directors.

(i) 100% of the disbursed amount if the transfer occurred in the calendar year that the disbursement was made, or in the first full calendar year after the disbursement was made; (ii) 80% of the disbursed amount if the transfer occurred in the second full calendar year after the disbursement was made; (iii) 60% of the disbursed amount if the transfer occurred in the third full calendar year after the disbursement was made; (iv) 40% of the disbursed amount if the transfer occurred in the fourth full calendar year after the disbursement was made; (v) 20% of the disbursed amount if the transfer occurred in the fifth full calendar year after the disbursement was made.

IV. Statutory Basis – Regional Council Capital Fund

The funding was authorized in the 2014-2015 New York State budget and reappropriated in the 2015-2016, 2016-2017, 2017-2018, 2018-2019, 2019-2020, 2020-2021, and 2021-2022 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

The Schenectady Metroplex Development Authority, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be a Type I Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on April 15, 2015. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

Due to the project’s indirect adverse effect on the Nicholas Building located at 268 State Street which is eligible for inclusion in the State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation (“OPRHP”) pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law. ESD, OPRHP, the City of Schenectady and the Schenectady Metroplex Development Authority have agreed that the

6 ______Master Page # 87 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 project will be implemented in accordance with a Letter of Resolution. ESD will ensure that all conditions stipulated in the Letter of Resolution are met.

VI. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Authority shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women-owned Business Enterprises (“MWBEs”) for any contractual opportunities generated in connection with the Project and to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 40% related to the total value of ESD’s funding.

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

IX. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

7 ______Master Page # 88 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

Regional Council Award –Schenectady (Capital Region – Schenectady County) – Robinson Block Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Robinson Block Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Schenectady Metroplex Development Authority a grant for a total amount not to exceed One Million Two Hundred Thousand dollars ($1,200,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and

______Master Page # 89 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

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______Master Page # 90 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

Regional Council Award – Priority Project – Schenectady (Capital Region – Schenectady County) – Robinson Block Capital – Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Robinson Block Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

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______Master Page # 91 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Robinson Block Capital Schenectady Schenectady County

Robinson Block Capital Schenectady Schenectady County

______Master Page # 92 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Robinson Block Capital

BEFORE

AFTER

______Master Page # 93 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Robinson Block Capital

______Master Page # 94 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Syracuse (Central New York Region – Onondaga County) – Cryomech Capital – Empire State Economic Development Fund – General Development Financing (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment

General Project Plan

I. Project Summary

Grantee: Cryomech, Inc. (“Cryomech” or the “Company”)

ESD* Investment: A grant of up to $600,000 to be used for a portion of the cost of machinery and equipment expenditures

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Location: 6682 Moore Road, Syracuse, Onondaga County

Proposed Project: Construct and relocate to a new manufacturing facility including the purchase and installation of furniture, fixtures and equipment.

Project Type: Business expansion involving job retention and creation

Regional Council: The Central New York Regional Economic Development Council has been made aware of this item. The Incentive Proposal was accepted in July 2019, predating the Regional Council Initiative.

Employment: Initial employment at time of Application to ESD: 123 Current employment level: 140 Minimum employment on January 1, 2023: 142

______Master Page # 95 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 II. Project Cost and Financing Sources

Financing Uses Amount Construction $4,296,248 Soft Costs 1,640,949* New Construction 9,910,780* Land Acquisition 560,000* Furniture, Fixtures & Equipment 355,787 Machinery & Equipment 1,287,854

Total Project Costs $18,051,618

*Construction costs incurred by the Grantee’s landlord, Quantum Cool LLC

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant $600,000 3% Protective Life & Annuity Insurance (mortgage) 9,689,383 54% 3.375%/25yrs/first lien Company Equity 7,762,235 43%

Total Project Financing $18,051,618 100%

III. Project Description

A. Company

Industry: Cryogenic refrigeration

Company History: Cryomech was founded in 1963. The Company is an equipment designer and manufacturer in the cryogenic refrigeration sector including cryorefrigerators, liquid helium management products, liquid nitrogen plants, cryostats and cold helium circulation systems.

Ownership: The Company is privately owned by its Employees through an Employee Stock Ownership Plan with the trustee of the ESOP being TI Trust

Size: All facilities are located in Syracuse, NY.

Market: The Company sells its products to Colleges and Universities, NMR Magnet manufacturers, hospitals and research laboratories, the Military, gas management organizations, and scientific equipment manufacturers.

ESD Involvement: Cryomech was in need of a new facility to expand its manufacturing capacity, and was considering this expansion in North Carolina, Texas, Virginia, or New York. The Company needed assistance to bridge a funding

______Master Page # 96 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 gap for the project to take place in New York. In 2019, Cryomech approached ESD for financial assistance, and was offered a $600,000 grant from the Empire State Economic Development Fund, as well as an Excelsior Jobs Tax Credit award of $600,000. The Company accepted ESD’s offer in July 2019. Without ESD’s support the project would not have been possible.

Competition: North Carolina, Texas, Virginia

Past ESD Support: This is the Company’s first project with ESD.

B. The Project

Completion: September 2020

Activity: The Company hired Quantum Cool LLC to acquire a 14-acre parcel of land in Dewitt and constructed a new 76,000 square foot facility customized to meet Cryomech’s specific process needs. The site and building were designed to accommodate a future expansion of up to 34,000 square feet. The Company purchased furniture, fixtures and equipment as well as manufacturing and production equipment so that it can continue to design and manufacture cryorefrigerators, liquid helium management products, liquid nitrogen plants, cryostats, and cold helium circulation systems.

Results: Retain 123 existing jobs and create 19 new jobs. The Company has already created 9 new jobs.

Grantee Contact: Daniel Ingersoll, Treasurer 6682 Moore Road Syracuse, NY 13211 Phone: (315) 455-2555 E-mail: dingersoll@cryomech. com

ESD Project No.: 132,976

Project Team: Origination Zachary Becker Project Management Leanna DeFrancesco Contractor & Supplier Diversity Jordan Lopez Finance Kathleen Uckert Environmental Soo Kang

______Master Page # 97 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $600,000 capital grant ($6,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Company will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The Company will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Company’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Company or by investors, and should be auditable through Company financial statements or Company accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project or grants from a government source.

4. Prior to disbursement, the Company must employ at least the number of Full-time Permanent Employees set forth as the Baseline Employment in the table below. A Full- time Permanent Employee shall mean (a) a full-time, permanent, private-sector employee on the Grantee’s payroll, who has worked at the Project Location for a minimum of thirty-five hours per week for not less than four consecutive weeks and who is entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties; or (b) two part-time, permanent, private-sector employees on Grantee’s payroll, who have worked at the Project Location for a combined minimum of thirty-five hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties.

5. Up to $600,000 will be disbursed to the Grantee in three installments as follows: a) an Initial Disbursement of an amount equal to 50% of the grant ($300,000) upon documentation of project costs totaling $16,980,680, including $1,250,000 in Machinery & Equipment, upon completion of the project substantially as described in these materials as evidenced by a Certificate of Occupancy or Certificate of Completion, and documentation of the employment of at least 123 Full-time Permanent Employees at the Project Location, assuming that all project approvals have been completed and funds are available; b) a Second Disbursement of an amount equal to 25% of the grant ($150,000) will be disbursed upon documentation of the employment of at least 132 Full-time Permanent Employees at the Project Location (Employment Increment of 9), provided Grantee is otherwise in compliance with program requirements; c) a Third Disbursement of an amount equal to 25% of the grant ($150,000) will be disbursed upon documentation of the employment of at least 142 Full-time Permanent Employees at the Project Location (Employment Increment of 10), provided Grantee is otherwise in compliance with program requirements.

______Master Page # 98 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after July 1, 2019, to be considered eligible project costs. All disbursements must be requested by April 1, 2025.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $600,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

7. In consideration for the making of the Grant, Grantee will achieve the Employment Goals set forth in Column B of the table below. If the Full-time Permanent Employee Count for the year prior to the reporting date set forth in Column A of the table below is less than eighty-five percent (85%) of the Employment Goal set forth in Column B (an “Employment Shortfall”), then upon demand by ESD, Grantee shall be obligated to repay to ESD a portion of each disbursement of the Grant, as follows:

The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the Employment Shortfall occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:

(i) 100% of the disbursed amount if the Employment Shortfall occurred in the calendar year that the disbursement was made, or in the first full calendar year after the disbursement was made; (ii) 80% of the disbursed amount if the Employment Shortfall occurred in the second full calendar year after the disbursement was made; (iii) 60% of the disbursed amount if the Employment Shortfall occurred in the third full calendar year after the disbursement was made; (iv) 40% of the disbursed amount if the Employment Shortfall occurred in the fourth full calendar year after the disbursement was made; (v) 20% of the disbursed amount if the Employment Shortfall occurred in the fifth full calendar year after the disbursement was made.

The Grantee’s number of Full-time Permanent Employees shall be deemed to be the greater of the number as of the last payroll date in the month of December for such year or the average employment for the 12 month period computed by quarter.

______Master Page # 99 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Baseline Employment 123

A B Reporting Date Employment Goals February 1, 2022 123+X+Y February 1, 2023 123+X+Y February 1, 2024 123+X+Y February 1, 2025 123+X+Y February 1, 2026 123+X+Y

X = Grantee's Employment Increment that will be the basis of the Second Disbursement of the Grant as described in section C.5 above (i.e. X=9, and Employment Goals shall equal [123 + X = 132] if the Second Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Second Disbursement has not yet been made then X=0. Y = Grantee’s Employment Increment that will be the basis of the Third Disbursement of the Grant as described in section C.5 above (i.e. Y=10, and Employment Goals shall equal [123 + X + Y = 142] if the Third Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Third Disbursement has not yet been made then Y=0.

IV. Statutory Basis

1. The proposed project would promote the economic health of New York State by facilitating the creation or retention of jobs or would increase activity within a municipality or region of the state or would enhance or help to maintain the economic viability of family farms. As a result of this project, the Company will maintain its employment level of 123 and create 19 new jobs.

2. The proposed project would be unlikely to take place in New York State without the requested assistance. The Company considered relocating its operations to North Carolina, Texas or Virginia. ESD’s assistance helped to reduce costs and make the project feasible in New York.

3. The project is reasonably likely to accomplish its stated objectives and the likely benefits of the project exceed costs. Benefit-Costs Evaluations are used in evaluating projects that are categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the estimated benefits typically reflect only construction-related activity.

______Master Page # 100 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Evaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value): . Fiscal benefits to NYS government from the project are estimated at $6,830,759; . Fiscal cost to NYS government is estimated at $1,057,760; . Project cost to NYS government per direct job is $9,585; . Project cost to NYS government per job (direct plus indirect) is estimated at $4,220; . Ratio of project fiscal benefits to costs to NYS government is 6.46:1; . Fiscal benefits to all governments (state and local) are estimated at $11,902,936; . Fiscal cost to all governments is $1,057,760; . All government cost per direct job is $9,585; . All government cost per total job is $4,220; . The fiscal benefit to cost ratio for all governments is 11.25:1; . Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $90,716,814, or $361,892 per job (direct and indirect); . The economic benefit to cost ratio is 85.76:1; . Project construction cost is $11,551,729, which is expected to generate 90 direct job years and 52 indirect job years of employment; . For every permanent direct job generated by this project, an additional 1.02 indirect jobs are anticipated in the state’s economy; . The payback period for NYS costs is one year.

4. The requirements of Section 10(g) of the Act are satisfied. No residential relocation is required because there are no families or individuals residing on the site.

V. Environmental Review

The Town of DeWitt Planning Board, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be a Type I Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on June 13, 2019. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

VI. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority-and women-owned business enterprises (MWBEs) in the performance of ESD projects. The Office of Contractor and Supplier Diversity has reviewed the project and has determined that, due to the highly specialized and unique nature of this project, there exists no potential for MWBE participation. As such, participation goals will not be established or required for this project.

______Master Page # 101 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 VII. Additional Submissions to Directors

Resolutions New York State Map Benefit-Cost Analysis Project Finance Memorandum

______Master Page # 102 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

Syracuse (Central New York Region – Onondaga County) – Cryomech Capital – Empire State Economic Development Fund - General Development Financing (Capital Grant) – Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Cryomech Capital -- Empire State Economic Development Fund - General Development Financing (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Sections 16-m and 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that

2. The project would be unlikely to take place in New York State without the requested assistance;

3. The project is reasonably likely to accomplish its stated objectives and that the likely benefits of the project exceed costs;

4. There are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Cryomech, Inc. a grant for a total amount not to exceed Six Hundred Thousand Dollars ($600,000) from the Empire State Economic Development Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

______Master Page # 103 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grant; and be it further

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______Master Page # 104 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

Syracuse (Central New York Region – Onondaga County) – Cryomech Capital – Empire State Economic Development Fund - General Development Financing (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Cryomech Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

______Master Page # 105 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Cryomech Capital Syracuse Onondaga County

Cryomech Capital Syracuse Onondaga County

______Master Page # 106 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Project Summary Benefit-Cost Evaluation1 Cryomech, Inc. – Business Investment

Benefit-Costs Evaluations are used in evaluating projects that are categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits reported in the table below typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the table typically reflects only construction-related activity. Benchmarks for each type of project are noted in the footnotes.

Initial Jobs: 123 Construction Job Years (Direct): 90 New Jobs: 19 over four years Construction Job Years (Indirect): 52

Project Results NYS Gov’t. Project Results State & Local Evaluation Statistics NYS Gov’t. Benchmarks2 State & Local Government Government Benchmarks

Fiscal Costs3 $1,057,760 $794,250 $1,057,760 $1,020,500 Fiscal Benefits4 $6,830,759 $2,085,600 $11,902,936 $4,271,980

Fiscal Cost /Direct Job $9,585 $3,000 $9,585 $4,110 Fiscal Cost/Total Jobs $4,220 $1,424 $4,220 $1,964 Fiscal B/C Ratio 6.46 7.00 11.25 10.60 Project Results Benchmarks Economic Benefits5 $90,716,814 $119,468,000 Econ. Benefits/Total Jobs $361,892 $147,600 Economic B/C Ratio 85.76 75.00

1 Dollar values are present value calculated over a seven-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

2 The current project evaluation results (both fiscal and economic) are compared to performance measure benchmarks based on results of a sample of ESD non-retail projects. Business Investment project benchmarks are 7.00 (Fiscal) and 75.00 (Economic). Infrastructure Investment (or Economic Growth Investment) project benchmarks are 3.00 (Fiscal) and 30.00 (Economic).

3 Fiscal cost includes the value of grants, loans and associated default risks, and discretionary subsidies (such as tax exemptions or abatements on sales, property, and interest income).

4 Fiscal benefits are the loan repayments and tax revenues to New York State and Local governments generated by project activity. This includes estimated taxes on personal incomes from project direct and indirect employment, corporate and business incomes, excise and user taxes, property taxes, and other taxes.

5 Economic benefits are estimated project benefits measuring fiscal flows to government plus net resident disposable income from project direct and indirect employment net of transfers, without adjusting for individual income earners’ opportunity cost of employment.

______Master Page # 107 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – (Mohawk Valley Region – Oneida County) – Trenton Technology M&E upgrade – Regional Council Capital Fund (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: Trenton Technology, Inc. (“Trenton” or the “Company”)

ESD* Investment: A grant of up to $500,000 to be used for a portion of the cost of the purchase of machinery and equipment to add a surface mount assemble line incorporating the latest advances in technology

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Location: 2007 Beechgrove Place, Utica, Oneida County

Proposed Project: The project is for expansion of the Company’s manufacturing capabilities at 2007 Beechgrove Place in Utica through the acquisition and Installation of a fourth automated surface mount assembly line that incorporates the latest technology advancements.

Project Type: Business expansion involving job retention and creation

Regional Council: The project is consistent with the Mohawk Valley Regional Economic Development Council’s plan to expand manufacturing capabilities to better serve communities.

______Master Page # 108 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Employment: Initial employment at time of ESD Incentive Proposal: 213 Current employment level: 247 Minimum employment on January 1, 2022: 223

II. Project Cost and Financing Sources

Financing Uses Amount Machinery and Equipment $4,383,282

Total Project Costs $4,383,282

Financing Sources Amount Percent Rate/Term ESD-Grant $500,000 11% NBT Bank Line of Credit $2,000,000 46% Company Equity 1,883,282 43%

Total Project Financing $4,383,282 100%

III. Project Description

A. Company

Industry: Electronics Manufacturing

Company History: Established in 1977 in Utica, New York as a refurbishment facility, by 1979 Trenton Technology evolved into a full-service custom manufacturer of printed circuit assemblies, sub-assemblies, and final assemblies. With all design, engineering, manufacturing, and support teams and facilities located in the United States, Trenton can maintain the control required to ensure dependable delivery of computing hardware components and to attain the high standards for quality that are the hallmark of Trenton’s reputation.

Trenton’s capabilities fit a wide range of customer needs from quick-turn prototyping to complete turn-key production programs. They offer design-for-manufacturing and logistical and supply chain management services, flexible stocking programs, custom test design, conformal coating, computerized product tracking, and a company-wide focus on customer satisfaction.

Ownership: Trenton is a privately-owned company.

Size: All facilities are located in, Utica, NY

2 ______Master Page # 109 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Market: Trenton’s major markets include military/aerospace, government, medical, telephony, industrial automation, security, and others requiring performance, precision, and reliability in meeting the demands of computing environments where dependability, data resilience, and application integrity are critical. Trenton’s competition is global and wide-ranging and includes contract manufacturers and producers of industrial computing products of all sizes—from other small, family- owned companies to huge multinational public corporations like Flextronics, Jabil Circuits and Advantech.

ESD Involvement: Trenton was seeking to make a capital investment in order to do the expansion of its manufacturing capabilities through the acquisition and installation a fourth automated surface mount assembly line that incorporates the latest technology advancements. In 2018, the Organization applied for assistance through the Consolidated Funding Application to close a financing gap for a portion of the cost of the purchase machinery and equipment to add a surface mount assemble line incorporating the latest advances in technology. The Company was awarded a $500,000 Regional Council Capital Fund grant on September 2018 to assist with the financing. The Grantee accepted the offer the same month. Without ESD’s assistance, the project could not have moved forward.

Competition: N/A

Past ESD Support: This is the Company’s first project with ESD.

B. The Project

Completion: January 2021

Activity: Acquisition and installation of new, state-of-the-industry manufacturing equipment and extension of existing highly specialized HVAC system to add additional space.

Results: Retain 213 existing jobs and create 10 new jobs. The Company has already met its job commitment, having retained 213 jobs and creating 34 new jobs.

Business Investment Project: Benefit-Costs Evaluations are used in evaluating projects that are categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and

3 ______Master Page # 110 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the estimated benefits typically reflect only construction-related activity.

Evaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value): . Fiscal benefits to NYS government from the project are estimated at $8,448,101; . Fiscal cost to NYS government is estimated at $500,000; . Project cost to NYS government per direct job is $4,444; . Project cost to NYS government per job (direct plus indirect) is estimated at $2,113; . Ratio of project fiscal benefits to costs to NYS government is 16.90:1; . Fiscal benefits to all governments (state and local) are estimated at $13,806,715; . Fiscal cost to all governments is $500,000; . All government cost per direct job is $4,444; . All government cost per total job is $2,113; . The fiscal benefit to cost ratio for all governments is 27.61:1; . Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $63,016,468, or $266,278 per job (direct and indirect); . The economic benefit to cost ratio is 126.03:1; . Project construction cost is $0, which is expected to generate 0 direct job years and 0 indirect job years of employment; . For every permanent direct job generated by this project, an additional 1.12 indirect jobs are anticipated in the state’s economy; . The payback period for NYS costs is two years.

Grantee Contact: Albert Mazloom, CEO 2007 Beechgrove Place Utica, NY, 13501 Phone: 315-797-7534 E-mail: asm3@trentontech. com

ESD Project No.: 132,114

Project Team: Origination Mark Labuzzetta Project Management Jane Ji Contractor & Supplier Diversity Danielle Adams Finance Kathleen Uckert Environmental Soo Kang

4 ______Master Page # 111 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $500,000 ($5,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Company will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement.

4. Prior to disbursement, the Grantee must employ at least the number of Full-time Permanent Employees set forth as the Baseline Employment in the table below. A Full- time Permanent Employee shall mean (a) a full-time, permanent, private-sector employee on the Grantee’s payroll, who has worked at the Project Location for a minimum of thirty-five hours per week for not less than four consecutive weeks and who is entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties; or (b) two part-time, permanent, private-sector employees on Grantee’s payroll, who have worked at the Project Location for a combined minimum of thirty-five hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties.

5. Up to $500,00 will be disbursed to the Grantee in two installments as follows: a) an Initial Disbursement of an amount equal to 50% of the grant ($250,000) upon documentation of machinery and equipment project costs totaling $4,200,000, upon completion of the project substantially as described in these materials, as evidenced by a Certificate of Occupancy and documentation of the employment of at least 218 Full-time Permanent Employees at the Project Location (Employment Increment of 5), assuming that all project approvals have been completed and funds are available; b) a Second Disbursement of an amount equal to 50% of the grant ($250,000) will be disbursed upon documentation of the employment of at least 228 Full-time Permanent Employees at the Project Location (Employment Increment of 5), provided Grantee is otherwise in compliance with program requirements.

Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses reimbursed by ESD’s grant must be incurred on or after July 16, 2018, to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

5 ______Master Page # 112 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $500,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

Baseline Employment 213

A B Reporting Date Employment Goals February 1, 2022 213+X+Y February 1, 2023 213+X+Y February 1, 2024 213+X+Y February 1, 2025 213+X+Y

X = Grantee's Employment Increment that will be the basis of the Second Disbursement of the Grant as described in section C.5 above (i.e. X=5, and Employment Goals shall equal [213 + 5= 218] if the Second Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Second Disbursement has not yet been made then X=0.

6 ______Master Page # 113 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Y = Grantee’s Employment Increment that will be the basis of the Third Disbursement of the Grant as described in section C.5 above (i.e. Y=5, and Employment Goals shall equal [213 + 5 + 5 = 228] if the Third Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Third Disbursement has not yet been made then Y=0.

IV. Statutory Basis – Regional Council Capital Fund

The funding was authorized in the 2018-2019 New York State budget and appropriated in the 2019-2020, 2020-2021 and 2021-2022 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

VI. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority-and women-owned businesses in the performance of ESD projects. For purposes of this project, however, project performance has already been completed, and therefore, MWBE participation goals cannot be established.

VII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

VIII. Additional Submissions to Directors

Resolutions New York State Map Benefit-Cost Analysis Project Finance Memorandum Project Photographs

7 ______Master Page # 114 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

Regional Council Award – (Mohawk Valley Region – Oneida County) – Trenton Technology M&E upgrade – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Trenton Technology M&E upgrade Capital Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Trenton Technology, Inc. a grant for a total amount not to exceed Five Hundred Thousand Dollars ($500,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

Trenton Technology M&E Upgrade Oneida County

______Master Page # 116 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Project Summary Benefit-Cost Evaluation1 Trenton Technology, Inc. – Business Investment

Benefit-Costs Evaluations are used in evaluating projects that are categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction- related activity. For Business Investment projects, benefits reported in the table below typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the table typically reflects only construction-related activity. Benchmarks for each type of project are noted in the footnotes.

Initial Jobs: 213 Construction Job Years (Direct): 0 New Jobs: 10 over three years Construction Job Years (Indirect): 0

Project Results NYS Gov’t. Project Results State & Local Evaluation Statistics NYS Gov’t. Benchmarks2 State & Local Government Government Benchmarks

Fiscal Costs3 $500,000 $794,250 $500,000 $1,020,500 Fiscal Benefits4 $8,448,101 $2,085,600 $13,806,715 $4,271,980

Fiscal Cost /Direct Job $4,444 $3,000 $4,444 $4,110 Fiscal Cost/Total Jobs $2,113 $1,424 $2,113 $1,964 Fiscal B/C Ratio 16.90 7.00 27.61 10.60 Project Benchmarks Results Economic Benefits5 $63,016,468 $119,468,000 Econ. Benefits/Total Jobs $266,278 $147,600 Economic B/C Ratio 126.03 75.00

1 Dollar values are present value calculated over a seven-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

3 Fiscal cost includes the value of grants, loans and associated default risks, and discretionary subsidies (such as tax exemptions or abatements on sales, property, and interest income).

______Master Page # 117 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Trenton Technology M&E Upgrade

Before

After

______Master Page # 118 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Trenton Technology M&E Upgrade

After

______Master Page # 119 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – Priority Project – Rome (Mohawk Valley Region – Oneida County) – GLDC – Planned Mixed-Use B240 Site Capital – Regional Council Capital Fund (Capital Grant)

General Project Plan

I. Project Summary

Grantee: Griffiss Local Development Corporation (the “Organization” or “GLDC”)

ESD* Investment: A grant of up to $1,250,000 to be used for a portion of the cost of construction and renovations

* The New York State Urban Development Corporation doing business as Empire State Development “ESD” or the “Corporation”)

Project Location: Corner of Floyd Avenue and NYS 825, Rome, Oneida County

Proposed Project: Acquisition of the Phase 1 site and construction of a mixed-use development consisting of ground floor commercial space and upper floor market-rate apartments

Project Type: New Construction

Regional Council: The Mohawk Valley Regional Economic Development Council has been made aware of this item. The project is consistent with the Mohawk Valley’s 2018 regional cluster plan and STEM/Traded priorities.

______Master Page # 120 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 II. Project Cost and Financing Sources

Financing Uses Amount Real Estate Acquisition $323,800 Construction/Renovation 17,506,014 Infrastructure/Site Work 1,915,029 Arch/Eng/Soft Costs 1,420,363

Total Project Costs $21,165,206

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant 1,250,000 6% M&T Bank 15,762,000 74% 3.97%/10yrs/first lien on RE GLDC (Street Lights & Abatement) 150,000 1% Grantee Equity 4,003,206 19%

Total Project Financing $21,165,206 100%

III. Project Description

A. Organization

Industry: Economic Development

Grantee History: Griffiss Local Development Corporation promotes, facilitates, and oversees the redevelopment of the former Griffiss Air Force Base, in Rome, NY, through the implementation of a comprehensive redevelopment strategy (which includes the Griffiss Business and Technology Park) and maintains, strengthens, and expands the viability of the remaining Air Force and other Federal assets including the Air Force Research Laboratory, the Defense Finance and Accounting Service, and the Eastern Air Defense Sector.

Ownership: Griffiss Local Development Corp. is a not-for-profit organization

Size: All facilities are located in Rome, NY.

Market: Commercial Redevelopment

ESD Involvement: In 2018 GLDC approached Empire State Development to request funds. They were awarded $1,250,000 as an incentive to pursue the project in June of 2019 and accepted the offer in June of the same year. Empire State Development funds will act as the last dollars into the project, and will provide the gap funding necessary to complete the project, in order to capture the highest level of private investment.

2 ______Master Page # 121 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Competition: N/A

Past ESD Support: Funding for the past five years to the Grantee, totaling $1.5 million, is summarized in the following chart:

Date Start Date End Program Project # Amount (ESD Directors’ (Project Completion: Purpose Approval Date) Contract Expiration)

Building expansion of Local Asst-Base property (ies) on site AA306 $500,000 June 23, 2016 February 26, 2020 Retention 14-15 and /or demolition of existing buildings

Building and expansion of Local Asst-Base property/properties AC291 $500,000 June 28, 2018 June 15, 2020 Retention 17-18 on site and/or demolition of existing building.

Building and Local Asst-Base 132,294 $500,000 October 17, 2019 February 4, 2020 expansion of Retention 18-19 properties on site

B. The Project

Completion: April 2021

Activity: GLDC undertook construction of Buildings 1A and 1B totaling 84 market- rate apartments and 29,000-square-feet of commercial space. Building 1A was completed in November of 2020 and leasing is underway for the project. 2,500 square-feet of commercial space has been leased by one restaurant and an office tenant. 83% of apartments are leased. Building 1B will be completed in April of 2021.

Results: The project will add 29,000-square feet of commercial space, and 84 market rate apartments.

3 ______Master Page # 122 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Economic Growth Investment Project: No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

Grantee Contact: Steven DiMeo, Authorized Representative 584 Phoenix Drive Rome, NY 13441 Phone: (315) 338-0393 E-mail: sjdimeo@mvedge. org

ESD Project No.: 132,478

Project Team: Origination Joseph Falcone Project Management Tammy Kocak Contractor & Supplier Diversity Danielle Adams Finance Rob Kwon Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $1,250,000 capital grant and reimburse ESD for all out-of- pocket expenses incurred in connection with the project.

2. The Grantee will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The Grantee will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Grantee’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Grantee or by investors, and should be auditable through Grantee financial statements or Grantee accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Up to $1,250,000 will be disbursed to the Grantee in a lump sum upon documentation of project costs totaling $20,884,124 of which at least $6,250,000 shall constitute qualifying project costs related to the non-residential component of the project, upon completion of the project substantially as described in these materials, as evidenced by a Certificate of Occupancy. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 18, 2018 to be considered eligible project costs. All disbursements must be requested by April 1, 2023.

4 ______Master Page # 123 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,250,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis

The funding was authorized in the 2018-2019 New York State budget and reappropriated in the 2019-2020, 2020-2021, and 2021-2022 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

The City of Rome Planning Board, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on August 6, 2019. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

VI. Non-Discrimination and Contractor & Supplier Diversity

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

5 ______Master Page # 124 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 IX. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

6 ______Master Page # 125 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

Regional Council Award – Priority Project – Rome (Mohawk Valley Region – Oneida County) – GLDC – Planned Mixed-Use Development for Former B240 Site Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the GLDC – Planned Mixed Use Development for Former B240 Site Capital – Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Griffiss Local Development Corporation a grant for a total amount not to exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

______Master Page # 126 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

______Master Page # 127 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

Regional Council Award – Priority Project – Rome (Mohawk Valley Region – Oneida County) – GLDC – Planned Mixed-Used Development for former B240 Site – Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the GLDC – Planned Mixed-Use Development for former B240 Site Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

______Master Page # 128 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 GLDC Planned Mixed Use Development for Former B240 Site Rome Oneida County

______Master Page # 129 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 GLDC – Planned Mixed-Use B240 Site Capital

______Master Page # 130 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 GLDC – Planned Mixed-Use B240 Site Capital

______Master Page # 131 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Buffalo (Western New York Region – Erie County) – Outer Harbor Phase II Capital – Buffalo Regional Innovation Cluster (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions

General Project Plan I. Project Summary

Grantee: Erie Canal Harbor Development Corporation (the “ECHDC”)

ESD* Investment: A grant of up to $15,000,000 to be used for the costs related construction improvements at Wilkeson Pointe, the Bell Slip, Terminal B, and Lakeside Complex at the Buffalo Outer Harbor

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Locations: Wilkeson Pointe – 175 & 225 Fuhrmann Boulevard, Buffalo, Erie County Bell Slip – 575 & 825 Fuhrmann Boulevard, Buffalo, Erie County Terminal B – 901 Fuhrmann Boulevard, Buffalo, Erie County Lakeside Complex – 825 Fuhrmann Boulevard, Buffalo, Erie County

Proposed Project: Implementation of the Buffalo Outer Harbor Civic and Land Use Improvement Project

Project Type: Tourism and Recreation

Source of Funds: Buffalo Regional Innovation Cluster

Regional Council: The Western New York (“WNY”) Regional Economic Development Council (“REDC”) oversees the implementation of the Buffalo Billion Investment Development Plan. This project is part of the Buffalo Billion Initiative to enhance the development of Buffalo and demonstrates New York State’s commitment to revitalize the tourism economy of the WNY Region.

______Master Page # 132 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 II. Project Cost and Financing Sources

Financing Uses Amount Construction $15,000,000

Total Project Costs $15,000,000

Financing Sources Amount Percent ESD-Grant $15,000,000 100%

Total Project Financing $15,000,000 100%

III. Project Description

A. Grantee

Industry: State development corporation, ESD subsidiary

Company History: ECHDC, an ESD subsidiary, was formed in July 2005 to oversee waterfront revitalization and development of Buffalo’s Inner and Outer Harbor areas. It places particular emphasis on developing and implementing comprehensive strategic plans that build on past plans and assure an integrated, culturally significant and accessible waterfront area.

Ownership: ECHDC, a subsidiary of ESD.

Size: There is one facility with eight full-time employees.

Market: ECHDC attracts residents and tourists to the Buffalo waterfront for entertainment and recreational purposes.

ESD Involvement: In 2014, Niagara Frontier Transportation Authority transferred 356-acres of vacant underutilized waterfront property to ECHDC, of which a 190- acre parcel was designated the newly established Buffalo Harbor State Park, operated and maintained by the New York State Office of Parks, Recreation, and Historic Preservation. ECHDC co-sponsored several plans including the 2015 Buffalo Outer Harbor Blueprint, 2016 Buffalo Harbor Brownfield Opportunity Area Nomination Document, and the 2019 Buffalo Outer Harbor Preferred Plan all of which were subject to extensive community participation starting back in 2012. In February 2021, ECHDC affirmed the General Project Plan for the Buffalo Outer Harbor Civic and Land Use Improvement Project (the “Outer Harbor Plan”) in accordance with the New York State Urban Development Corporation Act.

2 ______Master Page # 133 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The Outer Harbor Plan will be done in phases, with completion over a 20- year span. The current phase, estimated to cost $44 million, will be funded by ESD, ECHDC, and federal funding. Construction of the current phase will begin in fall 2021. This phase includes the creation of new and enhanced open spaces; increased land and water access; the addition of comfort stations; passive and active recreational amenities; and improvements on more than 50 acres of upland and watered property, including the creation of an aquatic habitat in Slip No. 3, rehabilitation of Terminal B, and upgrades at Lakeside Bike Park, Bell Slip and Wilkeson Pointe.

Competition: N/A

Past ESD Support: Funding for the past five years to the Grantee is summarized in the following chart:

Date Start Date End Program Project # Amount (ESD Directors’ (Project Completion: Purpose Approval Date) Contract Expiration)

Capital – Outer Buffalo Regional Harbor Access & AA205 $5,000,000 March 24, 2016 December 2020 Innovation Cluster Activation Improvements

B. The Project

Completion: May 2025

Activity: The project involves first-phase implementation of the Outer Harbor Plan including activities to enhance access and facilitate greater public use and enjoyment of the Outer Harbor Parcels in the near and long term. Project activities include a reorganized entrance, comfort station, targeted landscaping and trail improvements at the Bell Slip; reorganized entrance, comfort station, and landscaping improvements at Wilkeson Pointe; rehabilitation and adaptive re-use of Terminal B to create secure storage, operations and maintenance offices, public restrooms, and back- of-house operation to provide infrastructure, space and utilities to support large-scale events and programming; enhancements to the Lakeside Complex that will improve the landscaping and hardscaping on the eastern side of the Terminal building to be integrated with the proposed facility improvements at Terminal B, enlarge the bike park plaza with improved hardscaping and seasonal food and beverage kiosk, and extension of the off-road trail system for active recreational amenities.

3 ______Master Page # 134 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 On November 9, 2020, the Board of Directors of ECHDC made Civic, Land Use Improvement, and other Project Findings, adopted the General Project Plan, and authorized the holding of a public hearing with respect to the Buffalo Outer Harbor Civic and Land Use Improvement Project. Due to COVID-19 and in lieu of an in-person public hearing, ECHDC opened a thirty (30) day comment period, and at the request of several organizations and individuals, extended the comment period an additional thirty (30) days for a total of sixty (60) days. The comment period officially ended on January 8, 2021 and a complete set of comments and staff responses are posted on ECHDC’s website. On February 8, 2021, the Board of Directors of ECHDC affirmed the General Project Plan as modified.

Results: Improvements to the Outer Harbor will transform the nearly vacant and underutilized project locations into a vibrant, three-season setting for family-oriented uses, including health and wellness, cultural, recreational, entertainment and commercial uses. The transformation will result in enhanced pedestrian and bicycle access while connecting segments of existing regional trail networks; the promotion of cultural heritage and architectural elements that interpret the history of the Outer Harbor; and the addition of visitor amenities like public restrooms, comfort stations and food and beverage opportunities. ECHDC will continue to own and maintain the Outer Harbor Parcels.

Grantee Contact: Mr. Steven Ranalli, President 95 Perry Street, Suite 500 Buffalo, New York 14203 Phone: (716) 846-8200 Email: [email protected]. gov

ESD Project No.: AC042 (128,420)

Project Team: Origination Angela Rossi Project Management Kaitlin McGee Chmura Contractor & Supplier Diversity Geraldine Ford Environmental Paul Tronolone

4 ______Master Page # 135 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 C. Financial Terms and Conditions

1. Up to $15,000,000 will be disbursed as advances upon receipt of the executed Grant Disbursement Agreement and the receipt of Project Cashflow for projected eligible expenditures during the course of construction, no more frequently than quarterly, assuming that all project approvals have been completed and funds are available. Prior to requesting a subsequent advance, the Grantee shall provide documentation of no less than 75% of the previous advance and 100% of all earlier disbursements. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. The final 10% of the grant will be disbursed upon completion of the project as evidenced by a certificate of completion and/or other documentation verifying project completion as ESD may require. Expenditures must be incurred on or after December 9, 2015 to be considered eligible project costs. All disbursements must be requested by April 1, 2026.

Any funds not utilized for project costs within 12 months of final disbursement must be returned to ESD. Within 12 months of final disbursement, ESD will require documentation of 100% of eligible project costs.

2. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $15,000,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis – Buffalo Regional Innovation Cluster

The project was authorized in the 2017-2018 New York State budget and re-appropriated in the 2018-2019, 2019-2020, 2020-2021, and 2021-2022 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

ECHDC, as lead agency, completed an environmental review of the proposed Project, pursuant to the requirements of the State Environmental Quality Review Act (SEQRA) and the implementing regulations of the New York State Department of Environmental Conservation. This review, which was coordinated with the involved agencies including ESD because of the Project’s Type I classification, determined the Project would not have a significant effect on the environment. ECHDC issued a Negative Declaration on February 8, 2021. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

VI. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project.

5 ______Master Page # 136 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprise (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30%. The overall goal shall include a Minority Business Enterprise Participation Goal of 15% and a Women Business Enterprise Participation Goal of 15% related to the total value of ESD’s funding.

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

IX. Additional Submissions to Directors

Resolutions New York State Map Project Map

6 ______Master Page # 137 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

Buffalo (Western New York Region – Erie County) – Outer Harbor Phase II Capital – Buffalo Regional Innovation Cluster (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Outer Harbor Phase II Capital – Buffalo Regional Innovation Cluster (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10 (g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that ECHDC has adequately addressed the negative testimony presented as part of the public hearing process and the Corporation hereby affirms such Plan shall be effective at the conclusion of such hearing; and be it further

RESOLVED, that, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Erie Canal Harbor Development Corporation a grant for a total amount not to exceed Fifteen Million Dollars ($15,000,000) from the Buffalo Regional Innovation Cluster fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

* * *

______Master Page # 138 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 «Project_Name» «Project_Town» «Project_County» County

Outer Harbor Phase II Capital Buffalo Erie County

______Master Page # 139 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Exhibit B Phase 1 Investment Map November 9, 2020 ______Master Page # 140 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: New Windsor (Mid-Hudson Region – Orange County) – Café Spice Capital – Empire State Economic Development Fund – General Development Financing (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Sections 16(m) and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

General Project Plan

I. Project Summary

Grantee: Café Spice GCT, Inc. (“Café Spice” or the “Company”)

ESD* Investment: A grant of up to $1,473,000 to be used for a portion of the cost of construction and renovations

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Locations: 511 Fishkill Avenue, Beacon 677 Little Britain Road, New Windsor

Proposed Project: Lease and renovation of a 67,000-square-foot manufacturing / warehouse / distribution space at a new facility in the City of Beacon and Capital improvement at New Windsor facility

Project Type: Business expansion involving job retention and creation.

Regional Council: The Mid-Hudson Regional Economic Development Council has been made aware of this item.

Employment: Initial employment at time of ESD Incentive Proposal: 130 Current employment level: 172 Minimum employment on January 1, 2025: 284

*New employees cannot be transferred from other NYS locations

______Master Page # 141 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 II. Project Cost and Financing Sources

Financing Uses Amount Construction/Renovation $4,050,000 Machinery and Equipment $4,250,000 Furniture, Fixtures and Equipment $170,000 Employee Training Cost $500,000 Design/Planning $170,000

Total Project Costs $9,140,000

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant (#131,422) $1,473,000 16% Walden Savings Bank $5,500,000 60% 4.375%/10yrs/first lien on RE DP LLC (Landlord-Project location) $800,000 9% 5.5%/10yrs/2nd lien on RE Company Equity $1,367,000 15%

Total Project Financing $9,140,000 100%

III. Project Description

A. Company

Industry: Food manufacturing

Company History: Café Spice was founded in 2000, and as a family owned business with roots in India, the Malhotra Family are “culinary trailblazers” who brought authentic global cuisines with ready-to-eat convenience into the mainstream. Over the past 20 years, the Café Spice brand has become a leader in convenient, ready-to-eat Indian, Thai and other ethnic cuisines. The Company’s reputation is built on scratch-made preparation, using clean ingredients, sourcing chicken, beef and pork that is humanely raised without antibiotics, and before each batch, freshly grinding spices for signature spice blends. In addition to branded retail, Café Spice also operates in the private label, co-manufacturing and food service segments, providing products and services to a diversified end market. Production takes place in the Company’s 67,000 square foot manufacturing facility located in New York’s Hudson Valley.

Ownership: The Company is an S-Corporation and privately held.

Size: All facilities are located in New Windsor and Beacon, NY.

Market: Café Spice’s products are found in grocery stores, hospitals, corporate cafeterias and college campuses across the nation. Café Spice also co- packs for various other companies.

2 ______Master Page # 142 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 ESD Involvement: Due to a rise in demand for its products, Café Spice needed to expand its facility to increase production. Café Spice was also considering relocating to New Jersey. In order to fill a financing gap and to encourage Café Spice to keep its operation in New York, ESD offered the Company a grant of $1,473,000 to renovate a manufacturing/warehouse/distribution space at a new location in the City of Beacon in Dutchess County. As a result, Cafe Spice will expand its prep, kitchen and packaging areas which will increase the capacity for food production.

The company was also awarded Excelsior tax credits of up to $3,544,000 to retain 130 Full-time Permanent Employees and employ 154 new Full- time Permanent Employees in New York State through January 1, 2025.

Competition: Café Spice’s main competitors are Sukhi’s, Deep Foods, Saffron Road, Amy’s Kitchen and store-made meals.

Past ESD Support: This is the Company’s first project with ESD.

B. The Project

Completion: September 2021.

Activity: The following pieces of equipment were purchased and installed at the Company’s New Windsor location to process and enhance new product lines:  R60T Vertical Cutter Mixer for vegetable and sauce processing  Videojet Printer for grain and noodle bowl line  One HVAC evaporator system for cold kitchen  Grain Bowl Cup Sealer for grain and noodle bowl line  Tabletop volumetric fillers (2) for grain and noodle bowl lines  Enhanced Platform Metal Detector for grain and noodle bowl lines.  3 Crown electric pallet jacks for product transport  Two HVAC evaporators systems for prep cooler  HVAC condenser unit for shipping cooler  Enhanced Platform Metal Detector for soup line

The following project activity occurred at the Company’s Beacon location: Demolition work performed, including removing old piping, heaters, boilers, removing the slab, and prep work for underground plumbing. The design and coordination of utility upgrades were conducted. Older switchgear removed in preparation for new switchgear. Underground plumbing piping installed for food processing areas and common areas.

3 ______Master Page # 143 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Coordination and installation of fiber optic cable for internet and P2P service in progress. Electrical work conducted throughout the facility, including lighting, electrical wiring, junction boxes, and new conduits. Several pieces of equipment have also been purchased, including: transformer, switchgear, insulated metal panels, refrigeration, HVAC and fixtures.

Results: Retain 130 existing jobs and create 154 new jobs. The Company has already created 42 new jobs.

Grantee Contact: Payal Malhotra, Vice President 677 Little Britain Road New Windsor NY 12553 Phone: (917) 364-5455 E-mail: payal@cafespice. com

ESD Project No.: 131,422

Project Team: Origination Linda Malave Project Management Marisa Silipo Contractor & Supplier Diversity Denise Ross Finance Kathleen Uckert Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $1,473,000 capital grant ($14,730) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Company will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement.

3. The Company will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed. Equity is defined as cash injected into the project by the Company or by investors, and should be auditable through Company financial statements or Company accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4 ______Master Page # 144 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 to other employees with comparable rank and duties; or (b) two part-time, permanent, private-sector employees on Grantee’s payroll, who have worked at the Project Location for a combined minimum of thirty-five hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties.

5. Up to $1,473,000 will be disbursed to the Grantee in four installments as follows: a) an Initial Disbursement of an amount equal to 25% of the grant ($368,250) upon documentation of real estate/machinery and equipment project costs totaling $3,000,000, and documentation of the employment of at least 150 Full-time Permanent Employees at the Project Location, assuming that all project approvals have been completed and funds are available; b) a Second Disbursement of an amount equal to 25% of the grant ($368,250) will be disbursed upon verification of cumulative project expenditures of at least $6,000,000 and documentation of the employment of at least 175 Full-time Permanent Employees at the Project Location (Employment Increment of 25), provided Grantee is otherwise in compliance with program requirements; c) a Third Disbursement of an amount equal to 25% of the grant ($368,250) will be disbursed upon verification of cumulative project expenditures of at least $9,140,000 and documentation of the employment of at least 200 Full-time Permanent Employees at the Project Location (Employment Increment of 25), and a Certificate of Occupancy and provided Grantee is otherwise in compliance with program requirements. d) a Fourth Disbursement of an amount equal to 25% of the grant ($368,250) will be disbursed upon verification of documentation of the employment of at least 284 Full-time Permanent Employees at the Project Location (Employment Increment of 84), provided Grantee is otherwise in compliance with program requirements.

Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after November 9, 2017, to be considered eligible project costs. All disbursements must be requested by April 1, 2025.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,473,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

5 ______Master Page # 145 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the Employment Shortfall occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:

Baseline Employment 130

A B Reporting Date Employment Goals February 1, 2022 130+W+X+Y+Z February 1, 2023 130+W+X+Y+Z February 1, 2024 130+W+X+Y+Z February 1, 2025 130+W+X+Y+Z

W = Grantee's Employment Increment that will be the basis of the Initial Disbursement of the Grant as described in section C.5 above (i.e. W=20, and Employment Goals shall equal [130 + W = 150] if the Initial Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Initial Disbursement has not yet been made then W=0. X = Grantee's Employment Increment that will be the basis of the Second Disbursement of the Grant as described in section C.5 above (i.e. X=25, and Employment Goals shall equal [130 + W + X = 175] if the Second Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Second Disbursement has not yet been made then X=0. Y = Grantee’s Employment Increment that will be the basis of the Third Disbursement of the Grant as described in section C.5 above (i.e. Y=25, and Employment Goals shall equal [130 + W + X + Y = 200] if the Third Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Third Disbursement has not yet been made then Y=0.

6 ______Master Page # 146 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Z = Grantee's Employment Increment that will be the basis of the Fourth Disbursement of the Grant as described in section C.5 above (i.e. Z=84, and Employment Goals shall equal [130 + W + X + Y + Z = 284] if the Fourth Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Fourth Disbursement has not yet been made then Z=0.

IV. Statutory Basis

2. The proposed project would be unlikely to take place in New York State without the requested assistance. ESD assistance is needed to fill a financing gap.

Business Investment Evaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value): . Fiscal benefits to NYS government from the project are estimated at $14,457,861; . Fiscal cost to NYS government is estimated at $2,986,005; . Project cost to NYS government per direct job is $14,290; . Project cost to NYS government per job (direct plus indirect) is estimated at $7,585; . Ratio of project fiscal benefits to costs to NYS government is 4.84:1; . Fiscal benefits to all governments (state and local) are estimated at $26,876,638; . Fiscal cost to all governments is $2,986,005; . All government cost per direct job is $14,290; . All government cost per total job is $7,585; . The fiscal benefit to cost ratio for all governments is 9.00:1; . Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $194,158,513, or $493,196 per job (direct and indirect);

7 ______Master Page # 147 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 . The economic benefit to cost ratio is 65.02:1; . Project construction cost is $4,220,000, which is expected to generate 26 direct job years and 13 indirect job years of employment; . For every permanent direct job generated by this project, an additional 0.90 indirect jobs are anticipated in the state’s economy; . The payback period for NYS costs is three years.

4. The requirements of Section 10(g) of the Act are satisfied. No residential relocation is required because there are no families or individuals residing on the site.

V. Environmental Review

VI. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. Café Spice shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women-owned Business Enterprises (“MWBEs”) for any contractual opportunities generated in connection with the Project and to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding. Café Spice is encouraged to use “Good Faith Efforts,” pursuant to 9 NYCRR §252.2(m), to utilize NYS-certified Service-Disabled-Veteran- owned Business Enterprises (“SDVOBs”) in the execution of the grant. Any utilization of SDVOBs would be in addition to goals established pursuant to Article 15-A of the Executive Law with respect to MWBEs.

VII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

VIII. Additional Submissions to Directors

Resolutions New York State Map Benefit-Cost Analysis Project Finance Memorandum Project Photographs

8 ______Master Page # 148 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

New Windsor (Mid-Hudson Region – Orange County County) – Cafe Spice Capital – Empire State Economic Development Fund – General Development Financing (Capital Grant) – Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the The New York Stem Cell Foundation Capital -- Empire State Economic Development Fund – General Development Financing (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Sections 16-m and 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that

2. The project would be unlikely to take place in New York State without the requested assistance;

3. The project is reasonably likely to accomplish its stated objectives and that the likely benefits of the project exceed costs;

4. There are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Café Spice GTC, Inc. a grant for a total amount not to exceed One Million Four Hundred Seventy-Three Thousand Dollars ($1,473,000) from the Empire State Economic Development Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability

______Master Page # 149 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 of funds and the approval of the State Division of the Budget; and be it further

* * *

______Master Page # 150 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 «Project_Name» «Project_Town» «Project_County» County

Café Spice New Windsor Orange County

______Master Page # 151 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Project Summary Benefit-Cost Evaluation1

Cafe Spice – Business Investment

Initial Jobs: 130 Construction Job Years (Direct): 26 New Jobs: 151 over five years Construction Job Years (Indirect): 13

Project Results NYS Gov’t. Project Results State & Local Evaluation Statistics NYS Gov’t. Benchmarks2 State & Local Government Government Benchmarks

Fiscal Costs3 $2,986,005 $794,250 $2,986,005 $1,020,500 Fiscal Benefits4 $14,457,861 $2,085,600 $26,876,638 $4,271,980

Fiscal Cost /Direct Job $14,290 $3,000 $14,290 $4,110 Fiscal Cost/Total Jobs $7,585 $1,424 $7,585 $1,964 Fiscal B/C Ratio 4.84 7.00 9.00 10.60 Project Benchmarks Results Economic Benefits5 $194,158,513 $119,468,000 Econ. Benefits/Total Jobs $493,196 $147,600 Economic B/C Ratio 65.02 75.00

1 Dollar values are present value calculated over a seven-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

3 Fiscal cost includes the value of grants, loans and associated default risks, and discretionary subsidies (such as tax exemptions or abatements on sales, property, and interest income).

______Master Page # 153 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Café Spice Capital

______Master Page # 154 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Market NY Grant Program – Market New York (Working Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment

I. Project Summary

Assistance Project Name Project # Grantee Up To Market New York Program Glamping at Watkins Glen MNY Aprile Ventures, LLC d/b/a A 132,720 $385,189 Capital Dawn Aprile & Company TOTAL MARKET NY PROJECT-1 TOTAL $385,189

ESD* Investment: Up to a total of $385,189 from Market NY Round 8 to be used for a tourism capital project in the Southern Tier region of New York State

*The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Locations: See Schedule A attached

Proposed Projects: See Schedule A attached

Regional Council: The Regional Economic Development Council has been made aware of, and has endorsed, the relevant proposed projects.

Anticipated Appropriation Source(s): Market New York Program

______Master Page # 155 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 II. Project Cost and Financing Sources

See Schedule A attached.

III. Project Description

A. Background

Rounds 7, 8 & 9 of the Regional Council Consolidating Funding Application all included up to $15 million for Market New York, Round 6 included $13.5 million, Rounds 4 & 5 up to $12 million and Round 3 had a total available of up to $10 million for a program that will support regionally themed New York focused projects. Market New York will help to bolster tourism growth by promoting tourism destinations, attractions, and special events. Funding is available for tourism marketing initiatives, capital/construction projects and the recruitment and/or execution of special events, including meetings, conferences, conventions, festivals, agritourism/craft beverage events, athletic competitions and consumer and industry trade shows.

Funding is available for projects intended to increase tourism in a community or region. Grant funding will be allocated among the ten regions, each represented by a Regional Council, based on each Regional Councils development and implementation of a five-year strategic plan that sets out a comprehensive vision for economic development and specific strategies to implement that vision. Funding will be allocated to projects, including priority projects identified by the regional councils, identified as significant, regionally supported and capable of stimulating economic investment through attraction of tourists to the dedicated area.

B. The Project

ESD will make available $385,189 from Round 8 to fund one capital project. The grantee has identified and prioritized a Regional Marketing and Capital Tourism project that supports the Regional Economic Development Council’s strategic plans for tourism and will coordinate with New York State’s “I LOVE NEW YORK” tourism division to maximize the overall program impact statewide. The Market NY Grantee will carry out its Regional Marketing Tourism project as described in the individual project description as set forth in Schedule A attached.

Project Team: Project Management Lisa Smith Program Director Kelly Baquerizo Contractor & Supplier Diversity Geraldine Ford Environmental Soo Kang

Financial Terms and Conditions

ESD may reallocate the project funds to another form of assistance, at an amount no greater than $385,189, if ESD determines that reallocation of the assistance would better serve the

2 ______Master Page # 156 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis

Market New York Program

The funding was authorized in the 2018-2019 New York State budget and reappropriated in the 2019-2020 and 2020-2021 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

Unless otherwise noted on a project summary attached as Schedule A, ESD staff has determined that the projects described in Schedule A either constitute Type II actions or do not constitute actions as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the projects.

VI. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-discrimination and Contractor Diversity policies will apply to the projects. Each Grantee shall be required to use good faith efforts to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal, each project has been assigned an individual goal by the Office of Contractor & Supplier Diversity based on the elements of the individual project and related to the total value of ESD’s funding and to solicit and utilize MWBEs for any contractual opportunities generated in connection with the project.

VII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since these projects will not directly create or retain jobs.

VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

IX. Requested Actions

The Directors are requested to: (1) make the findings and determination required by Section 10(g) of the UDC Act; and (2) authorize the making of a grant which is the subject of these

3 ______Master Page # 157 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 materials.

Recommendation

Based on the foregoing, I recommend approval of the requested actions.

Additional Submissions to Directors

Resolutions Schedule A

4 ______Master Page # 158 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

Statewide – Market New York Program (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Market New York Program Project identified below (the “Project”), the Corporation hereby determines pursuant to Section 10 (g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, are hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written findings of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written findings being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a grant to the party and for the amount listed below from Market New York Program, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

5 ______Master Page # 159 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Market New York Program

Assistance up Project Name Project # Grantee to Market New York Program Glamping at Watkins Glen MNY Aprile Ventures, LLC d/b/a A 132,720 $385,189 Capital Dawn Aprile & Company TOTAL MARKET NY PROJECT-1 TOTAL $385,189

and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions. * * *

6 ______Master Page # 160 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 A. Glamping at Watkins Glen MNY Capital (132,720) April 22, 2021

General Project Plan

Grantee: Aprile Ventures, LLC d/b/a Dawn Aprile & Company (“Aprile Ventures” or the “Company”)

ESD Investment: A grant of up to $385,189 to be used for renovation and construction costs to create a regional tourism asset

Project Location: 2870 County Road 16, Watkins Glen, Schuyler County

Proposed Project: Construction of a glamping facility, including 31 tents and luxury bathing facilities to support the tourism infrastructure in the Southern Tier

Regional Council: The Southern Tier Regional Economic Development Council has been made aware of this project. The Incentive Offer was accepted on May 22, 2019. The project is consistent with the Regional Plan to promote tourism within the Southern Tier Region and across New York State.

Background:

Industry – Real Estate Development, Investment & Management

Company History – In 2004, Dawn Aprile established Aprile Ventures, LLC d/b/a Dawn Aprile & Company, a real estate development business in the Greater Rochester area in New York. The Company, a certified minority and women-owned business, works remotely in various locations throughout the Rochester/Finger Lakes/Southern Tier Regions of New York State. Dawn Aprile has been in the real estate business for over 20 years.

Ownership – Aprile Ventures is a privately-owned limited liability company. Dawn A. Aprile, as managing member has a majority ownership share of 55%, and her three sons, as members, each own 15%, respectively.

ESD Involvement – A $385,189 grant from the Market New York Grant Program

Past ESD Support – This is the Company’s first project with ESD.

The Project:

Completion Date – May 2021

Activity – The Company will acquire a 47-acre parcel in Watkins Glen, Town of Dix, NY to develop and operate upscale overnight outdoor accommodations, including 31 glamping

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sites and luxury bathing facilities. The property includes an existing vacant 2,400- square-feet building to be renovated for proposed use as a craft beverage venue. This space will showcase the Southern Tier Region’s products such as local foods, craft beverages and artisan crafts.

Results – The project will tap into a growing niche, offering comfort, convenience, and high-end amenities that make it easy and enjoyable for tourists to enjoy nature and the adjacent Watkins Glen International raceway. Ultimately, the project will increase tourism in and around Watkins Glen, leveraging the region’s existing tourism assets and adding a new experience for visitors.

Upon completion of the project, the Grantee will furnish a final report describing the impact and effectiveness of the project. Financing Uses Amount Financing Sources Amount Percent Real Estate Acquisition $328,167 ESD Grant $385,189 20% Construction/Renovation 928,743 Company Equity 356,700 19% Furniture/Fixtures/ 141,753 Private Equity 1,184,058 61% Equipment Site Work 383,251 Soft Costs 144,033 Total Project Costs $1,925,947 Total Project Financing $1,925,947 100%

No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

Grantee Contact - Dawn A. Aprile, Managing Member 1321 South Lake Rd Middlesex, NY 14507 Phone: 585-370-5489 E-mail: d.aprile@dawnaprile. com

Project Team - Origination Kelly Rabideau-Baquerizo Project Management Shakira Wallmar Contractor & Supplier Diversity Jordan Lopez Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

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2. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $385,189 capital grant ($3,852) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

3. The Grantee will be required to contribute a minimum of 80% of the total project cost in the form of a match that can consist of local, federal, foundational or other organizations’ fund. Other State funds (including other funding from ESD), “in-kind” matches/donations and salaries/wages/fringe benefits are not an eligible match for this requirement. The match must be committed and specifically shown in the project budget. Grantee’s affirmation of these Directors’ materials will be considered by ESD as validation of this committed matching requirement.

4. Funds will be disbursed in a lump sum upon project completion, as described in Sections II and III above, and as evidenced by attainment of a certificate of occupancy and/or other documentation verifying project completion as ESD may require, and documentation verifying project expenditures of $1,925,947. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require (including the mandatory project measurements/metrics form and documentation included in the Grant Disbursement Agreement). Expenses must be incurred on or after December 18, 2018 to be considered eligible project costs. The project must be completed by December 31, 2021. All disbursements require compliance with program requirements and must be requested by no later than April 1, 2022.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $385,189 for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by ESD.

6. All projects should align with I Love NY marketing. It is required that all projects use the I LOVE NY logo with all marketing and promotion elements paid with Market NY Funds for the awarded project. Any use of the I LOVE NEW YORK logo must be approved by ESD and conform to ESD guidelines. Additionally, In the event I LOVE NY/NYS Division of Tourism chooses to have a presence at events in connection with this grant, no further funds shall be exchanged for a sponsorship or space fee.

Environmental Review: The Town of Dix Planning Board, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be an Unlisted Action, which would not have a

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significant effect on the environment. The lead agency issued a Negative Declaration on April 21, 2020. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

Non-Discrimination and Contractor & Supplier Diversity: ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprises (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.

Statutory Basis – Market New York Program: The funding was authorized in the 2018-2019 New York State budget and reappropriated in the 2019-2020 and 2020-2021 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.

Disclosure and Accountability Certifications: The Grantee has provided ESD with the required Disclosure and Accountability Certifications. Grantee’s certifications indicate that Grantee has no conflict of interest or good standing violations and, therefore, staff recommends that the Corporation authorize the grant to the Grantee as described in these materials.

Attachment: Resolution

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Regional Council Award Priority Project - Watkins Glen (Southern Tier Region – Schuyler County County) – Glamping at Watkins Glen MNY Capital – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Glamping at Watkins Glen MNY Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

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______Master Page # 165 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Non-Discretionary Projects

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions ______

Attached is the summary of the projects sponsored by the New York State Executive and Legislative branches:

Assistance Project Name Project # Grantee Up To Local Assistance (Assembly) Bronx Overall Bronx Overall EDC Working Capital Economic A. 133,114 $550,000 2020 Development Corporation Capital Assistance Program for Technology, Infrastructure and Economic Development (Senate) Sportsfield Specialties Equipment Sportsfield Specialties, B. 133,691 $400,000 Capital 2020 Inc. TOTAL NON-DISCRETIONARY TOTAL $950,000 PROJECTS – 2

I. Statutory Basis

The project was sponsored by the Executive, Assembly or Senate, and was authorized or reappropriated in the 2020-2021 New York State budget. No residential relocation is required as there are no families or individuals residing on the site(s).

______Master Page # 166 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 II. Environmental Review

Unless otherwise noted on a project summary, ESD* staff has determined that the projects constitute Type II actions as defined by the New York State Environmental Quality Review Act and the implementing regulations for the New York State Department of Environmental Conservation. No further environmental review is required in connection with the projects.

III. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority and women-owned businesses in the performance of ESD contracts. Accordingly, ESD’s Non-discrimination and Contractor & Supplier Diversity policy will apply to the projects. Unless otherwise specified in the project summary, Grantees shall use their Good Faith Efforts to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal of 30% related to the total value of ESD’s funding. This shall include a Minority Business Enterprise (“MBE”) Participation goal of 15% and a Women Business Enterprise (“WBE”) Participation goal of 15%. Grantees shall use Good Faith Efforts to solicit and utilize MWBEs for any contractual opportunities generated in connection with the projects and to include minorities and women in any job opportunities created by the projects.

IV. ESD Employment Enforcement Policy

Unless otherwise noted on a project summary, the ESD Employment Enforcement Policy will not apply since the projects will not directly create or retain jobs.

V. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

VI. Additional Requirements

Pursuant to direction received from the New York State Office of the Attorney General (“OAG”), individual project summaries may be subject to comment and approval by the OAG.

Due diligence has been exercised by ESD staff in reviewing information and documentation received from grantees/borrowers and other sources, in preparation for bringing projects to the ESD Directors for approval.

______* The NYS Urban Development Corporation d/b/a as Empire State Development ("ESD" or the "Corporation")

2 ______Master Page # 167 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The due diligence process also involves coordination with a number of external constituents, including the OAG, and grantees/borrowers have provided ESD with the required Disclosure and Accountability Certifications.

Also, pursuant to s.2879-a of the Public Authorities Law, the Office of the State Comptroller (“OSC”) has notified the Corporation that it will review all grant disbursement agreements (“GDAs”) of more than one million dollars ($1 million) that are supported with funds from the Community Projects Fund (“007”). Such GDAs, therefore, will not become valid and enforceable unless approved by the OSC. A clause providing for OSC review will be included in all GDAs that are subject to such approval.

VII. Additional Submissions to Directors

Resolutions Project Summaries New York State Map

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Local Assistance – (Working Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make A Grant and to Take Related Actions ______

RESOLVED, that on the basis of these materials, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Local Assistance Project identified below (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area(s); and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to a make a grant to the party and for the amount listed below from the Local Assistance program, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

Local Assistance – Assembly – Project Summary Table

Assistance Project Name Project # Grantee Up To Local Assistance (Assembly) Bronx Overall EDC Working Bronx Overall Economic A. 133,114 $550,000 Capital 2020 Development Corporation TOTAL Local Assistance TOTAL $550,000 PROJECT – 1

and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the

______Master Page # 169 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

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Capital Assistance Program for Technology, Infrastructure and Economic Development – (Capital Grant) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions ______

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, are hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written findings of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearings held on the Plans, such Plans shall be effective at the conclusion of such hearings, and that upon such written findings being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make grants to the parties and for the amount listed below from Capital Assistance Program for Technology, Infrastructure and Economic Development, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

______Master Page # 171 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Capital Assistance Program for Technology, Infrastructure and Economic Development – Project Summary Table

Assistance Project Name Project # Grantee Up To Capital Assistance Program for Technology, Infrastructure and Economic Development (Senate) Sportsfield Specialties B. 133,691 Sportsfield Specialties, Inc. $400,000 Equipment Capital 2020 TOTAL Capital Assistance TOTAL $400,000 PROJECT – 1

and be it further

* * *

______Master Page # 172 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 A. Bronx Overall EDC Working Capital (133,114) April 22, 2021

Grantee: Bronx Overall Economic Development Corporation (“BOEDC” or the “Organization”)

ESD Investment: A grant of up to $550,000 to be used for BOEDC’s operating expenses to support programs and initiatives to promote the Bronx

Proposed Project: The BOEDC will use funds to support the corporation's operations, which promotes economic development within the Borough of The Bronx.

Project Type: Working Capital

Regional Council: The New York City Regional Council has been made aware of this item.

Background:

Industry – Economic Development

Organizational History – Bronx Overall Economic Development Corporation is a community-based organization established in 1981 under a 301 (a) Planning Grant from the U.S. Economic Development Administration to promote economic development in The Bronx. For almost 40 years, BOEDC has been a leader during the economic resurgence of the borough, generating and expanding new employment and business opportunities for residents of the Bronx.

Ownership – BOEDC is a not-for-profit organization.

ESD Involvement – A $550,000 appropriation was included in the FY 2019-2020 New York State budget.

Past ESD Support – Funding to the Grantee is summarized in the following chart:

Date Start Date End Project Program Amount (ESD Directors’ (Project Completion: Purpose # Approval Date) Contract Expiration) Community Working Capital Grant - Development X504 $50,000 October 20, 2011 January 31, 2013 Technical and financial Financial assistance to small Institution Y191 $30,000 February 21, 2013 March 31, 2014 businesses and M/WBEs Working Capital Grant - Local Assistance Activities to promote (Senate) Y553 $600,000 July 17, 2014 December 31, 2014 tourism and business and below-market-microloans to Bronx businesses

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Working Capital Grant - Local Assistance Activities to promote (Senate) Z297 $500,000 August 27, 2014 December 31, 2015 tourism and business and below-market-microloans to Bronx businesses Working Capital Grant – Local Assistance Summer 2015 activities (Senate) to promote tourism and AB078 $500,000 May 17, 2018 December 31, 2018 business, and below- market-micro-loans to Bronx businesses Working Capital Grant – Local Assistance Summer 2016 activities (Senate) to promote tourism and AB079 $400,000 May 17, 2018 December 31, 2018 business, and below- market-micro-loans to Bronx businesses Working Capital Grant – Local Assistance Summer 2017 activities (Senate) to promote tourism and AC230 $300,000 May 17, 2018 December 31, 2018 business, and below- market-micro-loans to Bronx businesses Local Assistance Working Capital Grant – (Senate) Summer 2019 activities to promote tourism and 132,123 $350,000 January 16, 2020 December 31, 2021 business, and below- market-micro-loans to Bronx businesses Local Assistance Working Capital Grant - (Senate) non-traditional lending $500,000 October 15, 2020 December 31, 2022 AA139 strategies to businesses based in The Bronx

The Project:

Completion – December 2021

Activity – The project will finance the administrative and operational expenses of BOEDC’s economic development and tourism programs. Specifically, these funds will allow BOEDC to administer the following programs: 1) Formal Loan Program, which was set up to provide recovery financing to businesses of the Bronx in the wake of the Covid19 pandemic; 2) Workforce Development Program, in which BOEDC partners with the New York State Department of Labor by providing office space and related services to four of their staff members; and 3) Tourism Program, in which BOEDC supports tourism in the borough through its subsidiary, The Bronx Tourism Council.

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Results – The project will allow BOEDC to further its mission in the Bronx to support its multiple programs, and hold events to promote and create awareness, and encourage tourism, business opportunities and access to the borough resulting in business expansion and job creation for residents of the Bronx.

Upon completion of the project, the Grantee will furnish a final report describing the impact and effectiveness of the project.

Financing Uses Amount Financing Sources Amount Percent Salaries $482,000 ESD Grant $550,000 100% Admin Expenses $68,000 Total Project Costs $550,000 Total Project Financing $550,000 100%

Grantee Contact – Marlene Cintron, President 851 Grand Concourse Bronx, NY 10451 Phone: (718) 590-3549 E-Mail: mcintron@boedc. org

Project Team – Project Management Scott Lamkin Contractor & Supplier Diversity Danah Alexander Environmental Soo Kang

Financial Terms and Conditions:

1. The Grantee will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement.

2. Up to $550,000 will be disbursed to Grantee, no more frequently than quarterly, for eligible, working capital expenses actually incurred by the Grantee substantially as described in these materials, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. All project expenditures must have been incurred after April 1, 2019, the date that the New York State budget, in which the project is authorized, was passed. The final ten percent (10%) of the Grant shall not be disbursed by ESD until all of the tasks and reports required have been completed to ESD's satisfaction.

3. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $550,000, for this project if ESD determines that the reallocation of the

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assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

Non-Discrimination and Contractor & Supplier Diversity: Pursuant to New York State Executive Law Articles 15-A and 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified Minority-and Women-owned Business Enterprises (“MWBEs”) and Service Disabled Veteran- Owned Businesses (“SDVOBs”) in the performance of ESD projects and procurements. ESD Office of Contractor and Supplier Diversity have reviewed the project and have determined that there exists no potential for MWBE and SDVOB participation. As such, participation goals will not be established or required for this project.

Statutory Basis – Local Assistance: The funding was authorized in the 2019-2020 New York State budget and reappropriated in the 2020-2021 and 2021-2022 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

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General Project Plan

Grantee: Sportsfield Specialties, Inc. (“Sportsfield Specialties” or the “Company”)

ESD Investment: A grant of up to $400,000 to be used for a portion of the cost of the acquisition and installation of new machinery and equipment

Project Location: 41155 State Highway 10, Delhi, Delaware County

Proposed Project: Construction of a 59,500-square-foot addition and the puchase of machinery and equipment to allow for business expansion, including retaining and creating jobs

Project Type: Construction and renovation

Regional Council: The Southern Tier Regional Economic Development Council has been made aware of this item.

Background:

Industry – Sports equipment manufacturing

Company History – Founded in 1998, Sportsfield Specialties is an innovative industry leader in the design, development, manufacture, and service/support of world-class, niche products for the sports equipment market.

Ownership - Sportsfield Specialties, Inc. is a privately-owned company and a wholly owned subsidiary of Sportsfield Holding Co., Inc.

Size - In addition to its facility in Delhi, NY, Sportsfield Specialties, Inc. purchased and operates Promats Athletics in 2007. This facility, which employs approximately 42 people, is located in Salisbury, NC, and manufactures protective padding and netting primarily used in sporting venues. In 2019, Sportsfield Specialties, Inc. merged with Promats Athletics and brought both brands under the Sportsfield Specialties, Inc. umbrella.

Market - Sportsfield Specialties, Inc. sells products nationwide to high school, college, and professional sports outfits.

ESD Involvement - A $400,000 appropriation was included in the FY 2019-2020 New York State budget.

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Competition - Salisbury, NC

Past ESD Support - Funding for the past five years to the Grantee is summarized in the following chart:

Date Start (ESD Date End Program Project # Amount Directors’ (Project Completion: Purpose Approval Date) Contract Expiration) Capital- Regional Council Construct an addition to the 132,739 $500,000 May 21, 2020 December 31, 2025 Capital Fund – RC8 existing facility and purchase machinery and equipment Capital- Regional Council December 15, Construct an addition to the Z902 $900,000 December 31, 2021 Capital Fund – RC4 2016 existing facility and purchase machinery and equipment

The Project:

Completion - February 2020

Activity – Beginning in December 2018, the Company constructed a 59,500-square-foot addition to the south side of its current facility located in Delhi, NY. This expansion project also included the purchase and installation of new metal fabrication equipment.

Results – The additional facility space will lead to increased capacity and efficiencies, allowing the Company to remain competitive in the market and meet customer demand for large, custom sports products, such as large pole netting systems for use in baseball backstops and behind football field goal posts. The project will also retain 103 existing jobs and create 20 new jobs.

Upon completion of the project, the Grantee will furnish a final report describing the impact and effectiveness of the project.

______Master Page # 178 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 B. Sportsfield Specialties Equipment Capital 2020 (133,691) April 22, 2021

Financing Uses Amount Financing Sources Amount Percent Construction/Renovation $4,977,875 ESD-Grant (#133,691) $400,000 6% Machinery & Equipment $2,873,650 ESD‑Grant (#132,739)* $500,000 5% Soft Costs $148,475 Burton F. Clark, Inc. Equity** $6,000,000 75% Company Equity $1,100,000 14% Total Project Costs $8,000,000 Total Project Financing $8,000,000 100% * Regional Council Capital Fund - RC8 grant-Previously presented to the Directors on May 21, 2020 **Burton F. Clark, Inc. and Sportsfield Specialties, Inc. have shared ownership of the project facility. Burton F. Clark acted as an investor in the project.

Grantee Contact - Sean Clark, President 41155 State Highway 10 Delhi, NY 13753 Phone: (888)975-3343 E-mail: sclark@sportsfield. com

Project Team - Origination Donna Howell Project Management Sarah Glose Contractor & Supplier Diversity Jordan Lopez Environmental Soo Kang

Financial Terms and Conditions:

1. Upon execution of the grant disbursement agreement, the Grantee shall reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Grantee will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement

3. Up to $400,000 will be disbursed to Grantee, in a lump sum, upon documentation of construction/renovation, machinery and equipment and soft project costs totaling $8,000,000, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. All project expenditures must have been incurred after April 1, 2019, the date that the New York State budget, in which the project is authorized, was passed.

4. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $400,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

______Master Page # 179 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 B. Sportsfield Specialties Equipment Capital 2020 (133,691) April 22, 2021

Environmental Review: Pursuant to the State Environmental Quality Review Act, Article 8 of the Environmental Conservation Law and its implementing regulations (6 NYCRR Part 617), and in connection with the approval of funding for Sportsfield Specialties Expansion Capital project, the Directors made a Determination of No Significant Effect on the Environment at their meeting of May 21, 2020. This determination addressed all aspects of the project. Therefore, no further environmental review is required in connection with this action.

Non-Discrimination and Contractor & Supplier Diversity: Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority-and women-owned business enterprises (MWBEs) in the performance of ESD projects and procurements. The ESD Office of Contractor and Supplier Diversity has reviewed the project and has determined that there exists no potential for MWBE participation. As such, participation goals will not be established or required for this project.

Statutory Basis – Capital Assistance Program for Technology Infrastructure and Economic Development: The funding was authorized in the 2002-2003 New York State budget and reappropriated in the 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008, 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018, 2018-2019, 2019-2020, 2020-2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

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A. Sportsfield Specialties Equipment Capital 2020 (133,691) Delhi Delaware County B. Bronx Overall EDC Working Capital 2020 (133,114) Bronx Bronx County

______Master Page # 181 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Statewide – Community Development Financial Institutions Assistance Program – CDFI 22

REQUEST FOR: Community Development Financial Institution Assistance Program – Findings and Determinations Pursuant to Sections 10(g) of the Act; Authorization to Make Grants and to Take Related Actions

I. Project Summary

Grantees: Twenty-two Federally certified Community Development Financial Institutions (“CDFIs”) - See “Schedules A-1 – A-22” attached hereto and made a part hereof.

ESD* Investment: It is hereby requested that the following twenty-two Community Development Financial Institutions Assistance Program grants of up to $80,000 each, be approved.

* The New York State Urban Development Corporation doing business as Empire State Development “ESD” or the “Corporation”)

Project Location: Locations within New York State’s ten regions are as follows: Capital District, New York City, Central New York, Finger Lakes, Long Island, Mid-Hudson, Mohawk Valley, North Country, Southern Tier and Western New York. The specific locations of each entity are included in the attached Schedules A-1 – A-22.

Proposed Project: To support the ongoing operations of twenty-two CDFIs in their efforts to provide capital and technical assistance to New York State small businesses.

Regional Council: The Regional Councils have been made aware of this item. The Project predates the Regional Council Initiative; however, the Regional Councils support the CDFI Assistance Program.

______Master Page # 182 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 II. Funding Sources

Up to $1,495,000 in grant support was made available under this round of the Community Development Financial Institution Assistance Program (the “Program”). The $1,495,000 appropriation for the Program (Section 16-o of the New York State Urban Development Corporation Act) was made in the 2020-2021 New York State Budget.

III. Project Description

A. Background

In 1994, the U.S. Government established the Community Development Financial Institutions Fund (the “Fund”), a program administered by the U.S. Department of Treasury. The Fund’s purpose is to facilitate the flow of lending and investment capital into distressed communities and to targeted populations that have traditionally had difficulty accessing mainstream financial services. Each organization certified by the Fund as a CDFI is required to demonstrate that it serves these markets.

The term CDFI is applied by the federal government to credit unions and economic development organizations that provide access to capital for low-income communities and disadvantaged populations. CDFIs provide vital services to the communities they serve, but the lending process and labor-intensive pro-bono technical assistance they provide make it difficult for them to be self-sustaining from operating income alone. The Fund provides limited technical and financial assistance, but CDFIs, in general, need additional grant support to fulfill their missions.

During the last funding round, approved on March 25, 2020, twenty-three applications were awarded technical assistance to help M/WBEs and Small Businesses apply for COVID-19 relief program and financial resources. To date, the programs are up and running and have assisted over 27,000 disaster relief applications, securing approximately $92 million in capital for Small Businesses and M/WBEs struggling with the effects of COVID-19. We will continue to monitor their outcomes to close out the contracts at the end of the year.

In December 2020, through the New York Contract Reporter, ESD’s website announcement, and e-mail outreach, NYS Federally Certified CDFIs were invited to respond to the CDFI Assistance Program Request for Applications (“RFA”).

Twenty-three CDFIs submitted proposals to provide assistance to eligible businesses. Today’s request is for approval of 22 projects for CDFI funding, totaling $1,495,000 from the 2020-2021 CDFI allocation. Proposals were evaluated primarily on each organization’s ability to demonstrate institutional capacity and impact of services, including loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

2 ______Master Page # 183 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 B. The Grants

It is widely accepted in the community development field that technical assistance is a crucial component of any small Access to Capital program, and CDFIs are in fact required to offer these services in order to maintain their federal certification. Because technical assistance programs are labor-intensive and generate little or no direct income, CDFIs are generally reliant upon grant funding to support these activities, and the proposals received by ESD reflect this need. The technical assistance offered by these CDFIs has been and will continue to be especially valuable to small businesses confronting ongoing economic challenges. ESD’s technical assistance funds are leveraged by the CDFIs to support additional grant funding toward loan- related services.

ESD’s funding will also be used for loan capital, lines of credit and loan loss reserves. Grants for these lending services will enable CDFIs to take on additional credit risk while improving financial health especially as the economy is suffering from the effects of COVID-19. Loan loss reserves also help recipient CDFIs leverage additional loan capital from banks and other funding sources.

Further, grant funds can be used for the development of the CDFIs’ institutional capacity. This initiative includes support for training of CDFI staff, virtual and remote improvements, software upgrades to support lending and portfolio management, as well as other efforts, including marketing, to enable CDFIs to better serve its clients.

A maximum of 10% of ESD’s grant funds will be used to support the CDFIs’ administrative services and operating expenses.

ESD will enter into an agreement (no longer than 12 months) with each CDFI that will stipulate the manner in which Program funds may be disbursed. In addition, each CDFI will provide ESD with progress reports detailing the impact of technical assistance provided, deployment of loan capital and all expenditures and outcomes during the project period to ensure appropriate usage of funds.

The attached Schedules A-1 – A-22 provide more detailed descriptions of each recommended project and the CDFI that will undertake the execution of the project. The grant amounts for each CDFI were determined after consideration of a number of factors, including each applicant’s performance under previous Program awards, institutional capacity and need, the merits of the proposed project, organizational track record and management’s experience, matching funds, and likelihood of project success. Together, these projects will lead to improved access to capital for Small Businesses and minority and women-owned businesses throughout New York State

ESD Project No.: 134,206 - 134,227

3 ______Master Page # 184 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Project Team: Origination Rafael Salaberrios/ Huey-Min Chuang Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

C. Financial Terms and Conditions

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

2. An advance of up to 50% of the grant will be disbursed to the primary Grantee upon execution of the Grant Disbursement Agreement, assuming that all project approvals have been completed and funds are available. 40% of the Grant will be disbursed, as an advance upon submission of supporting documentation of eligible expenditures of 50% of initial advance, as well as an Interim Report, and provided Grantee is otherwise in compliance with program requirements; ESD may withhold the final 10% of the Grant until all of the tasks and reports have been completed to ESD’s satisfaction.

3. ESD may reallocate the project funds to another form of assistance, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Corporation and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the CEO.

IV. Statutory Basis

The Community Development Financial Institutions Program is authorized pursuant to Section 16-o of the New York State Urban Development Corporation Act (“UDC Act”) and is in the 2020- 2021 New York State Budget. In accordance with UDC Act Section 10(g) It is determined that no residential relocation is required as there are no families or individuals residing at the any project Locations.

V. Environmental Review

ESD staff has determined that the approval of grants under the CDFI program constitutes a Type II action as defined by the New York State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with this approval.

VI. Non-Discrimination and Contractor & Supplier Diversity

4 ______Master Page # 185 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 MWBE Participation/Equal Employment Opportunity Policy will apply to this project. The Grantees shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve MWBE Participation. Specific goals related to the total value of ESD’s funding will be established on a grant by grant basis.

VII. Service-Disabled Veteran-Owned Businesses

Pursuant to New York State Executive Law Article 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified Service-Disabled- Veteran-owned Business Enterprises (SDVOBs) in the performance of ESD projects. The Grantees shall be required to use Good Faith Efforts (pursuant to 9 NYCRR§ 252.2(m)) to achieve SDVOB Participation. Specific goals related to the total value of ESD’s funding will be established on a grant by grant basis.

VIII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

IX. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

Attachments

Resolutions Schedule A – Summary of CDFI Funding and Regions Community Development Financial Institution Assistance Programs Schedules A-1 – A-22 – Project Summaries

5 ______Master Page # 186 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

NEW YORK STATE URBAN DEVELOPMENT CORPORATION - Statewide – Community Development Financial Institutions Assistance Program – Findings and Determinations Pursuant to Sections 10(g) of the Act; Authorization to Make Grants to Community Development Financial Institutions and to Take Related Actions

RESOLVED, that on the basis of the materials, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Community Development Financial Institutions Assistance Program – Community Development Financial Institutions (the “Projects”), the Corporation hereby determines pursuant to Section 10 (g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project (the “Project”) included in these materials, copies of which Projects shall be maintained with the records of the Corporation; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized to make grants for a total amount not to exceed One Million Four Hundred Ninety-Five Thousand ($1,495,000) from the Community Development Financial Institutions for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

* * *

6 ______Master Page # 187 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Schedule A Summary of CDFI Funding and Region

Project Recommended Name of Applicant Number Grant Award Supporting Region Accompany Capital 134,206 $80,000 NYC Adirondack Economic Development 134,207 $75,000 North Country Corporation

Alternatives Federal Credit Union 134,208 $70,000 Southern Tier

Ascendus, Inc 134,209 $80,000 NYC, Mid-Hudson, WNY

Brooklyn Alliance Capital, Inc 134,210 $50,000 NYC

BOC Capital Corp. 134,211 $80,000 NYC, MH, LI Chautauqua Opportunities for 134,212 $56,300 Western, Southern Tier Development, Inc. Community Capital New York, Inc. 134,213 $80,000 Mid-Hudson Community Loan Fund of the Capital 134,214 $70,000 Capital Region Region, Inc

Credit Inc. 134,215 $70,000 NYC

Grameen America, Inc. 134,216 $80,000 NYC Greater Jamaica Local Development 134,217 $50,000 NYC Company Harlem Entrepreneurial Fund 134,218 $80,000 NYC La Fuerza Unida Community 134,219 $65,000 Long Island Development Corporation Launch New York, Inc. 134,220 $50,000 West, Central, FL, ST NYBDC Local Development Corp. 134,221 $76,000 All PathStone Enterprise Center, Inc. 134,222 $70,000 Finger Lakes Renaissance Economic Development 134,223 $80,000 NYC Corp. Syracuse Cooperative Federal Credit 134,224 $70,000 Central New York Union TruFund Financial Services, Inc. 134,225 $76,000 NYC, Finger lakes Utica Industrial Development 134,226 $50,000 Mohawk Valley Corporation Women's Venture Fund, Inc. 134,227 $36,700 NYC, Lower Hudson

$1,495,000

7 ______Master Page # 188 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-1 Accompany Capital (134,206)

Grant Recipient: Accompany Capital (or the “Organization”)

ESD Investment: A grant of up to $80,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 120 Broadway, Suite 230, New York, NY 10271

Proposed Project: Access to Capital and Related Services

Regional Council: The New York Regional Council has been made aware of this item. The Project predates the Regional Council Initiative; however, the Regional Council supports the CDFI Assistance Program. Background:

Organization History – Accompany Capital (formerly The Business Center for New Americans) is a 501 (c)3 nonprofit with offices in Manhattan and Queens. Its mission is to help refugees, immigrants, women and other disadvantaged New Yorkers achieve economic self-sufficiency and wealth creation through education, financial services, individualized technical assistance, and coaching to successfully establish and run small businesses, save money, and invest in a first home. In a typical year, BCNA provides 20 workshops, disburses 250+ microloans ranging from $500 to $50,000, assists more than 500 businesses through individualized technical assistance, and helps create more than 50 new jobs for New Yorkers.

Ownership – Accompany Capital is a Federally-Certified Community Development Financial Institution.

ESD Involvement – In December 2020, NYS Federally-Certified CDFIs were invited to reply to the CDFI Assistance Program Request for Proposals (“RFP”). Of the roughly 80 Federally Certified organizations located in New York State, 23 CDFIs submitted proposals to provide assistance to eligible businesses. Proposals were evaluated primarily on each organization’s loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

The Project:

Completion Date – April 2022

Activity – With ESD grant support, Accompany Capital will provide one-on-one technical assistance to roughly 700 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing,

8 ______Master Page # 189 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 accounting, and setting up business virtually.

Results – Awarded CDFI organizations are required to provide progress reports detailing the impact of deployment of loan capital, technical assistance services and all outcomes achieved during the project period.

Grantee Contact: Ms. Yanki Tshering, Executive Director Phone: (212) 898-4112 Email: ytshering@accompanycapital. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

2. An advance of up to 50% of the grant will be disbursed to the Grantee up execution of the Grant Disbursement Agreement (“GDA”), assuming that all project approvals have been completed and funds are available. 40% of the Grant will be disbursed, should the grantee select to submit the optional interim report, approximately six months from the date of execution of the GDA together with such supporting documentation as ESD may require. ESD may withhold the final 10% of the Grant until all of the tasks and reports have been completed to ESD’s satisfaction.

3. ESD may reallocate the project funds to another form of assistance for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Organization and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Board.

9 ______Master Page # 190 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-2 Adirondack Economic Development Corp (134,207)

Grant Recipient: Adirondack Economic Development Corp (or the “Organization”)

ESD Investment: A grant of up to $75,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 67 Main Street, Suite 300, Saranac Lake, NY 12983

Proposed Project: Access to Capital and Related Services

Organization History – AEDC is a not-for-profit economic development corporation whose mission is to provide access to capital, training and technical assistance to North Country small businesses. AEDC’s vision is to foster a resurgence of the private sector in the region, driven by small business with the tools needed to increase entrepreneurial investment thus building personal wealth, creating employment, increasing incomes and building strong local communities.

Ownership – Adirondack Economic Development Corp is a Federally-Certified Community Development Financial Institution.

The Project:

Completion Date – April 2022

Activity – With ESD grant support, Adirondack Economic Development Corp will provide one-on-one technical assistance to 60 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Results – Awarded CDFI organizations are required to provide progress reports detailing

10 ______Master Page # 191 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 the impact of deployment of loan capital, technical assistance services and all outcomes achieved during the project period.

Grantee Contact: Victoria Duley, Executive Director Phone: (518) 891-5523 Email: vduley@aedconline. com

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

11 ______Master Page # 192 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-3 Alternative Federal Credit Union (134,208)

Grant Recipient: Alternative Federal Credit Union (or the “Organization”)

ESD Investment: A grant of up to $70,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 125 North Fulton Street, Ithaca, NY 14850

Proposed Project: Access to Capital and Related Services

Organization History – Alternatives is a Regional Cooperative Community Development Financial Institution (“CDFI”). Its mission is to build wealth and create economic opportunity for underserved people and communities. Originally formed in 1979 by microentrepreneurs, worker-owned businesses and cooperatives that were unable to obtain financing from traditional financial institutions, Alternatives has always had a focus on supporting business development through financing and technical assistance. Because its mission is to offer financial alternatives to the underserved, Alternative’s business services have always focused on women- and minority-owned businesses. Alternative launched its first designated MWBE loan fund in 1991, became an SBA lender in 1995, and in 1998 introduced IDAs and took on leadership of a citywide training and advising program for low-income entrepreneurs. Today, Alternatives delivers these services to Ithaca, Tompkins County, and a low-income targeted population in 6 adjacent counties.

Ownership – Alternatives Federal Credit Union is a Federally-Certified Community Development Financial Institution.

ESD Involvement – In December 2020, NYS Federally-Certified CDFIs were invited to reply to the CDFI Assistance Program Request for Proposals (“RFP”). Of the roughly 80 Federally Certified organizations located in New York State, 23 CDFIs submitted proposals to provide assistance to eligible businesses. Proposals were evaluated primarily on each organization’s ability to demonstrate institutional capacity, including loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

12 ______Master Page # 193 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The Project:

Completion date – April 2022

Activity – With ESD grant support, Alternative Federal Credit Union will provide 75 technical assistance sessions for M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually. AFCU will increase membership by roughly 25%.

Grantee Contact: Chris Cain, Chief Experience Officer Phone: (607) 216-4611 Email: ccain@alternatives. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

13 ______Master Page # 194 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-4 Ascendus, Inc. (134,209)

Grant Recipient: Ascendus, Inc. (or the “Organization”)

ESD Investment: A grant of up to $80,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 80 Maiden Lane, Suite 903, New York, NY 10038

Proposed Project: Access to Capital and Related Services

Organization History – Ascendus, Inc. (formerly Accion East) empowers low- to moderate-income small business-owners through access to capital and financial education. Since the inception of its lending office in 1991, Ascendus has lent more than $150 million and provided support to over 19,000 small businesses. With economic opportunity, these entrepreneurs, often minorities and women—build assets, better provide for their families, create employment and strengthen their communities.

Providing technical assistance to its clients has been an integral piece of Ascendus microlending model. The counseling services help their clients overcome the typical financial barriers (and often language and cultural barriers) that preclude them from accessing capital to start or grow a small business. Ascendus counsels in the areas of cash flow management, personal credit development and repair, preparing for business financing, and understanding the financial and regulatory marketplace.

Ownership – Ascendus, Inc. is a Federally-Certified Community Development Financial Institution.

ESD Involvement – In December 2020, NYS Federally-Certified CDFIs were invited to reply to the CDFI Assistance Program Request for Proposals (“RFP”). Of the roughly 80 Federally Certified organizations located in New York State, 23 CDFIs submitted proposals to provide assistance to eligible businesses. Proposals were evaluated primarily on each loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

14 ______Master Page # 195 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The Project:

Completion Date – April 2022

Activity – With ESD grant support, Ascendus Inc. will provide one-on-one technical assistance to roughly 3000 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Grantee Contact: Luke Taylor, Development Officer Ascendus, Inc. Phone: (646) 833-4554 Email: ltaylor@ascendus. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

15 ______Master Page # 196 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-5 Brooklyn Alliance Capital (134,210)

Grant Recipient: Brooklyn Alliance Capital (or the “Organization”)

ESD Investment: A grant of up to $50,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 335 Adams Street, Suite 2700, Brooklyn NY 11201

Proposed Project: Access to Capital and Related Services

Organization History – Founded in 2017, Brooklyn Alliance Capital (BAC) is the Community Development Financial Institution (CDFI) lending affiliate of the Brooklyn Chamber of Commerce and offers micro loans to small businesses in Brooklyn that typically do not qualify for commercial bank loans. BAC provides financing and education to underprivileged minority and immigrant entrepreneurs, and low-income small business owners to increase economic opportunity and create jobs. Loans have been made for a wide variety of business needs including marketing, equipment purchase, and relocation assistance. BAC’s financial products, paired with Brooklyn Alliance’s comprehensive development services, are designed to produce short and long-term positive impacts for entrepreneurs from low-income, minority and immigrant communities throughout Brooklyn. To date, 100% of BAC’s borrowers have household incomes at or below 80% AMI; 75% of its borrowers are African American; 15% are Hispanic, 65% are immigrants, and 80% are women.

Ownership – Brooklyn Alliance Capital is a Federally-Certified Community Development Financial Institution.

ESD Involvement – In December 2020, NYS Federally-Certified CDFIs were invited to reply to the CDFI Assistance Program Request for Proposals (“RFP”). Of the roughly 80 Federally Certified organizations located in New York State, 23 CDFIs submitted proposals to provide assistance to eligible businesses. Proposals were evaluated primarily on each organization’s ability to demonstrate institutional capacity, including loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

16 ______Master Page # 197 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The Project:

Completion date – April 2022

Activity – With ESD grant support, Brooklyn Alliance Capital will provide loan capital to roughly 20 M/WBEs and NYS small businesses.

Grantee Contact: Richard Russo, Chief Operating Officer Brooklyn Alliance Capital Phone: (718) 875-1000 Email: rrusso@brooklynchamber. com

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

17 ______Master Page # 198 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-6 BOC Capital Corp (134,211)

Grant Recipient: BOC Capital Corp (or the “Organization”)

ESD Investment: A grant of up to $80,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 85 South Oxford Street, Brooklyn NY 11217

Proposed Project: Access to Capital and Related Services

Organization History – BOC Capital Corp. is a micro/small business loan fund that provides technical and financial assistance to MWBEs and small businesses in low/moderate income areas, and to minority, immigrant and low-income populations in NYC, Westchester and LI, through BOC offices in Brooklyn, Queens and Bronx and partners in Staten Island (SI BOC), Chinatown (CMP) and Westchester (WEDC).

Year over year, BCC has provided technical and financial assistance to underserved entrepreneurs with limited or no credit histories, early stage businesses, MWBE contractors, and businesses locked out of credit markets. Through June 2016, BCC invested $14,960,809 in loans (89% to M/WBEs). Products include microloans to $50K, green loans to $75K, short-term contract-based loans to $250K for construction, wholesale and manufacturing and Sandy recovery loans to 10K. Bilingual TA is a core service that builds credit and management capacity, supports the lending process and connects businesses with mainstream resources, guaranteeing the impact of financing.

Ownership – BOC Capital Corp is a Federally-Certified Community Development Financial Institution.

18 ______Master Page # 199 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The Project:

Completion Date – April 2022

Activity – With ESD grant support, BOC Capital Corp will provide one-on-one technical assistance roughly 360 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Grantee Contact: Nancy Carin, Executive Director Brooklyn Alliance Capital, Inc. Phone: (718) 624-9115 x1011 Email: ncarin@bocnet. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

19 ______Master Page # 200 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-7 Chautauqua Opportunities for Development, Inc. (134,212)

Grant Recipient: Chautauqua Opportunities for Development, Inc (“CODI” or the “Organization”)

ESD Investment: A grant of up to $56,300 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 17 West Courtney Street, Dunkirk NY 14048

Proposed Project: Access to Capital and Related Services

Organization History – Chautauqua Opportunities for Development, Inc.’s (CODI's) mission is to lead the fight against poverty by mobilizing resources and creating partnerships to promote and create economic independence through small business development opportunities. CODI’s vision is to make capital, training and technical assistance available to entrepreneurs and start-up businesses in and around Chautauqua County, NY.

Ownership – Chautauqua Opportunities for Development, Inc. is a Federally-Certified Community Development Financial Institution.

The Project:

Completion Date – April 2022

Activity – With ESD grant support, CODI will provide one-on-one technical assistance roughly 70 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

20 ______Master Page # 201 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Results – Awarded CDFI organizations are required to provide progress reports detailing the impact of deployment of loan capital, technical assistance services and all outcomes achieved during the project period.

Grantee Contact: Mary Lou Bailen, Chief Financial Officer Phone: (716) 366-3333 x1232 Email: mbailen@chautopp. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

21 ______Master Page # 202 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-8 Community Capital New York, Inc. (134,213)

Grant Recipient: Community Capital New York, Inc. (“CCNY” or the “Organization”)

ESD Investment: A grant of up to $80,000, to be used for a portion of the costs of pre/ post loan technical assistance, loan loss reserve, institutional capacity, and administrative costs.

Project Location: 44 Executive Boulevard, Ste. 203, Elmsford, NY 10523

Proposed Project: Access to Capital and Related Services

Organization History – CCNY’s Small Business Program mission is to support the growth of diverse and vibrant small businesses in the Mid-Hudson Valley; to create wealth for the business owner, jobs for the community, neighborhood revitalization and tax revenues. CCNY achieves these objectives through a sustainable program of access to capital and related business development services targeting underserved, women, minority, veteran and financially excluded entrepreneurs. CCNY’s loan program is geared towards unbankable small businesses with an emphasis on outreach to MWBEs. CCNY has formed strategic alliances to help reach its target borrowers.

Ownership – CCNY is a Federally-Certified Community Development Financial Institution.

ESD Involvement – In December 2020, NYS Federally-Certified CDFIs were invited to reply to the CDFI Assistance Program Request for Proposals (“RFP”). Of the roughly 80 Federally Certified organizations located in New York State, 23 CDFIs submitted proposals to provide assistance to eligible businesses. Proposals were evaluated primarily on each organization’s ability to demonstrate institutional capacity, including loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

The Project:

Completion Date – April 2022

22 ______Master Page # 203 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Activity – With ESD grant support, CCNY will provide technical assistance sessions for roughly 115 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually. CCNY will close 50-100 loans to small business and startups.

Grantee Contact: Carol Danziger, Finance Director Phone: (914) 747-8020 Email: cdanziger@communitycapitalny. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

23 ______Master Page # 204 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-9 Community Loan Fund of the Capital Region (134,214)

Grant Recipient: Community Loan Fund of the Capital Region (“Community Loan Fund” or the “Organization”)

ESD Investment: A grant of up to $70,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs.

Project Location: 255 Orange Street # 103, Albany, NY 12210

Proposed Project: Access to Capital and Related Services

Organization History – For 33 years, Community Loan Fund has been driven by its desire to make capital accessible to people and communities in need. To date, Community Loan Fund has made more than 815 loans to community and economic development projects, totaling more than $46 million, resulting in more than 300 micro enterprises started or expanded (approximately two-thirds to MWBEs), more than 2,035 jobs created or retained, more than 195 commercial facilities purchased or renovated and more than 1,200 units of affordable housing created or preserved. The Community Loan Fund financing has leveraged an additional $174 million in private and public financing, including from the U.S. Department of Treasury CDFI Fund.

Ownership – Community Loan Fund is a Federally-Certified Community Development Financial Institution.

The Project:

Completion Date – April 2022

Activity – With ESD grant support, CLFCR will provide one-on-one technical assistance session to roughly 300 M/WBEs and NYS small businesses on business recovery,

24 ______Master Page # 205 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Grantee Contact: Jason Chicoine, Grants Administrator Phone: (518) 436-8586 Email: Jason@mycommunityloanfund. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

25 ______Master Page # 206 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-10 Credit Inc. (134,215)

Grant Recipient: CREDIT Inc. (“CREDIT” or the “Organization”)

ESD Investment: A grant of up to $70,000 to be used for a portion of the costs of technical assistance, loan capital, loan loss reserve, institutional capacity, and administrative costs.

Project Location: 555 Bergen Avenue, Bronx, NY 10455

Proposed Project: Access to Capital and Related Services

Organization History – CREDIT Inc. is an 18-year old certified CDFI with a mission to bring innovative financial products and services to South Bronx small businesses. Recognizing that other avenues of financing were needed to meet the needs of the local business community, CREDIT Inc. established a loan fund in 1996 with seed money from five banks. In October of that same year, it became one of the first financial institutions in the country to receive the CDFI certification from the US Department of the Treasury.

Since 1996, CREDIT has originated loans ranging from $500 to $25,000 to small minority and women-owned businesses; provided larger loan packaging services to bigger businesses and offered free technical assistance in the areas of business plan preparation, financial projections, management consulting, cash management and strategic planning. Since its inception, CREDIT Inc. has lent $536,000 to 30 South Bronx businesses. While CREDIT experienced a period of inactivity in the past decade, its Board of Directors made a strategic decision to revive the loan program following the 2008-2009 financial crises that led to an even larger unaddressed demand for lending services in its community. With a grant from Empire State Development Corporation that allowed CREDIT Inc. to jumpstart lending activities and technical assistance services in the beginning of 2011, CREDIT Inc. is well-positioned to increase its lending activity and expand business assistance services to potential borrowers.

Ownership – Credit Inc. is a Federally-Certified Community Development Financial Institution

26 ______Master Page # 207 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 primarily on each organization’s ability to demonstrate institutional capacity, including loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

The Project:

Completion Date – April 2022

Activity – With ESD grant support, Sobro will provide one-on-one technical assistance to roughly 20 to M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually. Sobro will close roughly 10 loans.

Grantee Contact: Mary Olushoga, Director Capital Access Phone: (646) 344 0519 Email: molushoga@sobro. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

27 ______Master Page # 208 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Schedule A-11 Grameen America, Inc. (134,216)

Grant Recipient: Grameen America (“Grameen” or the “Organization”)

ESD Investment: A grant of up to $80,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 150 West 30th Street, 8th floor, New York, NY 10001

Proposed Project: Access to Capital and Related Services

Organization History – Founded by Nobel Peace Prize recipient Muhammad Yunus in 2008, Grameen America, Inc. (GAI) is a 501(c)(3) and nationally certified CDFI dedicated to helping women who live in poverty build small businesses to create better lives for their families. Through non-recourse small business loans (starting at $2,000), training and support, GAI helps women start and build businesses, increase their income and establish a financial identity.

Its program was first implemented in Jackson Heights, Queens and in less than five years, it served over 6,600 women with over $50M while maintaining a 99% repayment rate, becoming a long-term community asset for future women entrepreneurs. Ten years after its founding, GAI remains dedicated to its mission of helping women who live in poverty build small businesses to create better lives for their families. Nationwide, GAI has provided over $1 billion in loans to more than 107,000 low income entrepreneurs living in poverty to start or expand their businesses. In New York City alone, it has disbursed more than $601 million in microloans to over 55,500 small business owners. 100% of our borrowers are women, 97% are women of color and 29% of the women who join the program start new businesses.

Ownership – Grameen America is a Federally-Certified Community Development Financial Institution.

28 ______Master Page # 209 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The Project:

Completion Date – April 2022

Activity – With ESD grant support, Grameen will provide one-on-one technical assistance sessions for roughly 30,000 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Grantee Contact: Jeffrey Nadler, Senior Director, Institutional Giving Phone: (718) 704-0398 Email: jnadler@grameenamerica. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

2. An advance of up to 50% of the grant will be disbursed to the Grantee up execution of the Grant Disbursement Agreement (“GDA”), assuming that all project approvals have been completed and funds are available. 40% of the Grant will be disbursed approximately six months from the date of execution of the GDA together with such supporting documentation as ESD may require. ESD may withhold the final 10% of the Grant until all of the tasks and reports have been completed to ESD’s satisfaction.

29 ______Master Page # 210 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-12 Greater Jamaica Local Development Company (134,217)

Grant Recipient: Greater Jamaica Local Development Company, Inc. (“Greater Jamaica LDC” or the “Organization”)

ESD Investment: A grant of up to $50,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 90-04 161 Street, 7th Floor, Jamaica, NY 11432

Proposed Project: Access to Capital and Related Services

Organization History – Greater Jamaica Development Corporation (“GJDC”, the Parent entity) is a not-for-profit local development corporation. GJDC’s mission is to plan, promote, and facilitate responsible development and expand economic opportunity to revitalize Jamaica and strengthen the region. As a compliment to its revitalization efforts, the Greater Jamaica Local Development Company, Inc. was formed to manage a Revolving Loan Fund (“RLF”). Greater Jamaica LDC offers fixed-rate business loans from $10,000 to $300,000 with flexible rates and terms. The RLF is capitalized by the U.S. Economic Development Agency, Empire State Development Corporation, and the NY City’s Department of Small Business Services, with additional equity from JPMorgan Chase and Citigroup.

Ownership – Greater Jamaica LDC is a Federally-Certified Community Development Financial Institution

ESD Involvement - In December 2020, NYS Federally Certified CDFIs were invited to reply to the CDFI Assistance Program Request for Proposals (“RFP”). Of the roughly 80 Federally Certified organizations located in New York State, 23 CDFIs submitted proposals to provide assistance to eligible businesses. Proposals were evaluated primarily on each organization’s loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

The Project:

Completion Date – April 2022

Activity – With ESD grant support, Greater Jamaica will provide one-on-one technical

30 ______Master Page # 211 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 assistance to 200 technical assistance sessions to M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Grantee Contact: Mitchell Sternbach, Director of Resource Development Phone: (718) 291 0282 Email:

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

31 ______Master Page # 212 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-13 Harlem Entrepreneurial Fund, LLC. (134,218)

Grant Recipient: Harlem Entrepreneurial Fund, LLC, (“Harlem Entrepreneurial Fund” or the “Organization”)

ESD Investment: A grant of up to $80,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 361 W. 125 Street, New York, NY 10027

Proposed Project: Access to Capital and Related Services

Organization History – The Harlem Entrepreneurial Fund was founded in 2008 by the Harlem Commonwealth Council, a nearly 50-year old community and economic development organization located in the heart of Harlem. Both the missions of HCC and HEF are similar in both support the needs of small businesses and the community by providing services that connect economic opportunity to neighboring residents.

HEF was founded to help local small businesses grow and create jobs by filling a need long unmet in the community – connecting small businesses to capital and in turn, creating a healthy and robust set of businesses in areas most in need of loans. HEF’s mission is to serve low income and minority groups by lending capital to small businesses, expanding opportunity and job creation in the areas it serves. HEF has intensely focused its loan resources on underserved business owners, with an emphasis on supporting MWBEs, not only with financing but technical assistance and referrals to help grow their businesses.

Ownership – HCC is a Federally-Certified Community Development Financial Institution.

32 ______Master Page # 213 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The Project:

Completion Date – April 2022

Activity – With ESD grant support, HEF will provide one-on-one technical assistance to roughly 150 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Grantee Contact: Ericka Powell Sinclair, Loan Fund Manager Phone: (212) 749-0900x122 Email: Epowell-sinclair@hefnyc. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

2. An advance of up to 50% of the grant will be disbursed to the Grantee up execution of the Grant Disbursement Agreement (“GDA”), assuming that all project approvals have been completed and funds are available. 40% of the Grant will be disbursed approximately six months from the date of execution of the GDA together with such supporting documentation as ESD may require. ESD may withhold the final 10% of the Grant until all of the tasks and reports have been completed to ESD’s satisfaction.

33 ______Master Page # 214 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-14 La Fuerza Unida Community Development Corporation (134,219)

Grant Recipient: La Fuerza Unida Community Development Corporation (“La Fuerza, “CDC” or the “Organization”)

ESD Investment: A grant of up to $65,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 34 Muttontown Lane, East Norwich, NY 11732

Proposed Project: Access to Capital and Related Services

Organization History – La Fuerza CDC’s mission is to empower low-income minority and women-owned businesses by providing them with business education, development services, access to capital and the ongoing support they need to run a small business, promote jobs, community wealth and overall economic growth on Long Island.

Ownership – La Fuerza is a Federally-Certified Community Development Financial Institution.

The Project:

Completion Date – April 2022

Activity – With ESD grant support, La Fuerza will provide one-on-one technical assistance to 160 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually. La Fuerza will close roughly 5 loans to small businesses on Long Island.

Results – Awarded CDFI organizations are required to provide progress reports detailing

34 ______Master Page # 215 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 the impact of deployment of loan capital, technical assistance services and all outcomes achieved during the project period.

Grantee Contact: Giovana Ramirez, Executive Director Phone: (516) 922-8100 Email: (516) 922-8103 gramirez@lafuerzacdc. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

35 ______Master Page # 216 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-15 Launch New York, Inc. (134,220)

Grant Recipient: Launch New York (“Launch” or the “Organization”)

ESD Investment: A grant of up to $50,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 77 Goodell Street, Suite 201, Buffalo, NY 14203

Proposed Project: Access to Capital and Related Services

Background:

Organization History – Launch NY is a 501(c)(3) nonprofit venture development organization and the only U.S. Treasury-designated Community Development Financial Institution (CDFI) directly providing venture funding to startups in New York State. The organization identifies, supports and invests in high-growth, high-impact companies that can transform the local economy through job and wealth creation, and catalyze the entrepreneurial culture in the 27 counties comprising the western half of Upstate New York. Earning its CDFI designation in 2017, Launch NY has received CDFI Fund grants annually for four years to directly fuel the capital access in low income areas served by Launch NY.

Since starting operations in 2012, Launch NY has supported over 1,168 startups with its pro bono mentoring and capital access services. Launch NY has a strong track record funding underrepresented entrepreneurs with 43% of its portfolio companies being woman and/or minority led. Within two years of starting its nonprofit seed fund in 2016 financing startup and small companies through convertible debt capital designed to convert to equity, Launch NY became the most active seed fund in New York State. In 2019 Launch NY began ramping up for profit financing programs investing alongside its original nonprofit fund in 2-4 funding transactions per month, yielding a total of $4,977,500 into 65 high-growth potential companies. Launch NY is also providing technical assistance to companies applying for COVID-19 relief funding.

Ownership – Launch New York is a Federally-Certified Community Development Financial Institution

ESD Involvement - In December 2020, NYS Federally Certified CDFIs were invited to reply to the CDFI Assistance Program Request for Proposals (“RFP”). Of the roughly 80 federally Certified organizations located in New York State, 23 CDFIs submitted proposals to provide assistance to eligible businesses. Proposals were evaluated

36 ______Master Page # 217 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 primarily on each organization’s loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

The Project:

Completion Date – April 2022

Activity – With ESD grant support, Launch will provide one-on-one technical assistance to roughly 150 to M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Grantee Contact: Marnie LaVigne, Director Phone: (718) 881 7576 Email: [email protected]

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

37 ______Master Page # 218 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-16 NYBDC Local Development Corporation d/b/a Pursuit Community Finance (134,221)

Grant Recipient: NYBDC Local Development Corporation d/b/a Pursuit Community Finance

ESD Investment: A grant of up to $76,000 t0 be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Locations: 50 Beaver Street, Albany, NY 12207

Proposed Project: Access to Capital and Related Services

Organization History - The Excelsior Growth Fund (EGF) provides fair and affordable financial products and business advisory services to small businesses that cannot obtain conventional financing, with a particular focus on disadvantaged, underserved, minority- and women-owned businesses. EGF has 9 years of experience providing technical and financial assistance to M/WBEs and small businesses. EGF was originally founded in 2009 as the NYBDC Local Development Corporation (LDC) to provide bridge financing for SBA 504 deals. It adopted the name Excelsior Growth Fund to do business and became certified as a CDFI in July 2014. The core of its mission is on local community lending and technical assistance services, particularly to disadvantaged and underserved populations and locations, minority-owned businesses, women-owned business, immigrant-owned business, and low-income and very low-income populations. Since becoming a CDFI in July 2014, approximately 71.1% of its loan’s units funded went to low income, African American owned businesses, or entrepreneurs in low income communities.

Ownership – Excelsior Growth Fund is a Federally-Certified Community Development Financial Institution.

38 ______Master Page # 219 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The Project:

Completion Date – April 2022

Activity – With grant support from ESD, Pursuit will provide one-on-one technical assistance to roughly 450 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Grantee Contact: Brad Seader, Vice President Phone: (212) 785-5702 Email: brad.seader@pursuitlending. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

39 ______Master Page # 220 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-17 PathStone Enterprise Center, Inc. (134,222)

Grant Recipient: PathStone Enterprise Center, Inc. (“PECI” or the “Organization”)

ESD Investment: A grant of up to $70,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs.

Project Location: 400 East Avenue, Rochester, NY 14607

Proposed Project: Access to Capital and Related Services

Organization History – The PathStone Enterprise Center, Inc. (PECI) is a non-profit, 501(c)(3) regional Community Development Corporation organized in 1997 and certified as a CDFI in 1998. PECI is headquartered in Rochester, New York and is the lending arm of PathStone Corporation, a non-profit corporation that had been active in upstate New York since the late 1960s. PECI has been a lender to small and micro businesses, making an aggregate of nearly 450 loans totaling nearly $24 million. PECI’s current small business loan portfolio includes loans with a current balance of $5.5 million made to 121 small businesses in upstate New York and Puerto Rico, with 95 from New York. PECI also has a housing- related loan portfolio that is much smaller and focuses on down payment assistance loans and home repair loans in the Rochester region.

Ownership – Pathstone is a Federally-Certified Community Development Financial Institution

The Project:

Completion Date – April 2022

Activity – With grant assistance from ESD, Pathstone will provide one-on-one technical

40 ______Master Page # 221 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 assistance to 400 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Grantee Contact: Hubert Van Tol, Executive Director/President Phone: 585-340-3385 Email: hvantol@pathstone. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

41 ______Master Page # 222 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-18 Renaissance Economic Development Corporation (134,223)

Grant Recipient: Renaissance Economic Development Corporation (“Renaissance” or the “Organization”)

ESD Investment: A grant of up to $80,000 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 2 Allen Street, 7th Floor NY, NY 10002

Proposed Project: Access to Capital and Related Services

Organization History – Renaissance Economic Development Corporation (“Renaissance”) is a nonprofit organization dedicated to providing financial and technical assistance to MWBEs in immigrant and low- to moderate-income communities throughout New York City where the barriers of language, culture, and conventional loan underwriting have altered the growth of micro and small businesses. As a US Department of Treasury-certified community development financial institution (CDFI) and a designated US Small Business Administration (SABA) Microlender, Renaissance offers direct short-and intermediate-term loans to entrepreneurs who need financing to grow or launch new businesses. Since inception in 1997, Renaissance has provided over $43 million in affordable loans to more than 1,000 small and micro businesses, over 95% of which are women-, immigrant-, and/or minority owned. Renaissance also provides financial literacy services and comprehensive technical assistance to over 600 small business owners and entrepreneurs each year via individual counseling and classroom/group training sessions. Renaissance has office locations in three boroughs of New York City -- Manhattan, Queens, and Brooklyn--, and employs a full-time staff of 19 with language capacity in English, Cantonese, Mandarin, Korean and Spanish.

Ownership – Renaissance is a Federally-Certified Community Development Financial Institution.

42 ______Master Page # 223 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 utilization of previous ESD grants, if any.

The Project:

Completion Date – April 2022

Activity - With grant assistance from ESD, Renaissance will provide one-on-one technical assistance to roughly 600 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Grantee Contact: Jessie Lee, Managing Director Phone: 212-964-6022 Email: Jessie@renaissance-ny. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

43 ______Master Page # 224 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCCHEDULE A-19 Syracuse Cooperative Federal Credit Union (134,224)

Grant Recipient: Syracuse Cooperative Federal Credit Union (“Cooperative Federal or the “Organization”)

ESD Investment: A grant of up to $70,000 to be used for a portion of the costs of technical assistance, loan capital, loan loss reserve, and administrative costs.

Project Location: 800 North Salina Street, Syracuse, NY 13208

Proposed Project: Access to Capital and Related Services

Organization History – Cooperative Federal’s mission is to rebuild the local economy in ways that foster justice, serve people and communities that are under-served by mainstream banks, and responsibly manage its members’ assets. Small business development, particularly through microloans to historically under-resourced groups such as M/WBEs, has been a key component of this mission since its founding in 1982.

Ownership – Cooperative Federal is a Federally-Certified Community Development Financial Institution

ESD Involvement - In December 2020, NYS Federally Certified CDFIs were invited to reply to the CDFI Assistance Program Request for Proposals (“RFP”). Of the roughly 80 Federally Certified organizations located in New York State, 23 CDFIs submitted proposals to provide assistance to eligible businesses. Proposals were evaluated primarily on each organization’s ability to demonstrate institutional capacity, including loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

The Project:

Completion Date – April 2022

Activity – With ESD grant support, Syracuse will provide one-on-one technical assistance to 75 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually. Syracuse will close roughly 15 loans.

Results – Awarded CDFI organizations are required to provide progress reports detailing

44 ______Master Page # 225 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 the impact of deployment of loan capital, technical assistance services and all outcomes achieved during the project period.

Grantee Contact: Meagan Weatherby, Development & Communications Manager (315) 473 0206 meaganweatherby@coopfed. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

45 ______Master Page # 226 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-20 TruFund Financial Services, Inc. (134,225)

Grant Recipient: TruFund Financial Services, Inc. (“TruFund” or the “Organization”)

ESD Investment: A grant of up to $76,000 to be used for a portion of the costs of pre/ post loan technical assistance, institutional capacity and administrative costs

Project Location: 39 West 37th Street, 7th Floor, NY, NY 10018

Proposed Project: Access to Capital and Related Services

Organization History – TruFund is a 501(c)(3) national Community Development Financial Institution (CDFI) whose mission is to promote and foster economic development in underserved communities and among disadvantaged populations by offering affordable financial and technical assistance to small businesses and not-for- profit organizations that have difficulty accessing conventional capital markets. TruFund is headquartered in New York City, and has offices in Birmingham, New Orleans and Baton Rouge. Since inception, TruFund has disbursed over $115 million in financing to over 1,100 small businesses and not-for-profit organizations, which in turn has contributed to the creation and/or retention of approximately 7,300 jobs. In addition, of all small business loans, approximately 77% have been issued to minority and/or women owned businesses and approximately 53% have been issued to businesses operating within LMI communities.

Ownership – TruFund is a Federally-Certified Community Development Financial Institution.

ESD Involvement – In December 2020, NYS Federally-Certified CDFIs were invited to reply to the CDFI Assistance Program Request for Proposals (“RFP”). Of the roughly 80 Federally Certified organizations located in New York State, 23 CDFIs submitted proposals to provide assistance to eligible businesses. Proposals were evaluated primarily on each organization’s ability to demonstrate institutional capacity, including loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

The Project:

Completion Date – April 2022

46 ______Master Page # 227 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Activity – With grant assistance from ESD, TruFund will provide one-on-one technical assistance to 475 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Grantee Contact: Brian Gurski, Vice President & Managing Director Phone: 646-768-8831 Email: BGurski@trufund. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

47 ______Master Page # 228 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-21 Utica Industrial Development Corporation (134,226)

Grant Recipient: Utica Industrial Development Corporation (“UIDC” or the “Organization”)

ESD Investment: A grant of up to $50,000 to be used for a portion of the costs of technical assistance, loan capital, loan loss reserve, and administrative costs.

Project Location: 584 Phoenix Drive, Rome, NY 13441

Proposed Project: Access to Capital and Related Services

Organization History – The mission of the Utica Industrial Development Corporation (UIDC) is to encourage the location and expansion of manufacturing, the creation of job opportunities, and the betterment of community prosperity within the City of Utica, and within Oneida and Herkimer Counties, New York. UIDC was formed in 1962 for this purpose, and now provides financial and technical assistance to new and existing businesses in Oneida and Herkimer Counties. To carry out this task, UIDC now contracts with the nonprofit Mohawk Valley EDGE on an annual basis. This contract allows UIDC to reach hundreds of local businesses through general business outreach and specialized economic development programs. While UIDC’s pool of available funds and loan portfolio is comparatively small, the organization’s gap financing has provided many businesses with the additional capital needed to ensure their success and viability.

Ownership – UIDC is a Federally-Certified Community Development Financial Institution

ESD Involvement - In December 2020, NYS Federally-Certified CDFIs were invited to reply to the CDFI Assistance Program Request for Proposals (“RFP”). Of the roughly 80 Federally Certified organizations located in New York State, 23 CDFIs submitted proposals to provide assistance to eligible businesses. Proposals were evaluated primarily on each organization’s loan portfolio volume and performance, and an assessment of the applicant’s past performance, including lending services and utilization of previous ESD grants, if any.

The Project:

Completion Date – April 2022

Activity – With ESD grant support, UIDC will provide one-on-one technical assistance to 16 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually. UIDC will close 2 loans.

48 ______Master Page # 229 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Results – Awarded CDFI organizations are required to provide progress reports detailing the impact of deployment of loan capital, technical assistance services and all outcomes achieved during the project period.

Grantee Contact: Tim Fitzgerald, Associate Vice President (315) 338 0393 tfitzgerald@mvedge. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

49 ______Master Page # 230 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 SCHEDULE A-22 Women’s Venture Fund, Inc. (134,227)

Grant Recipient: Women’s Venture Fund, Inc. (“Women’s Venture”, “WVF” or the “Organization”)

ESD Investment: A grant of up to $36,700 to be used for a portion of the costs of pre/ post loan technical assistance and administrative costs

Project Location: 50 Broadway, 29th Fl, New York, NY 10004

Proposed Project: Access to Capital and Related Services

Background:

Organization History - WVF has its roots in fostering the development of women entrepreneurs as a micro-lender. It has served all small business owners since 1999 when it was awarded contracts by ESD and SBA to serve small businesses in Lower Manhattan, impacted by the 9-11 tragedy. Today, WVF has expanded its training and business advisory services to better address the issues growth focused women entrepreneurs’ experience. WVF has substantial expertise working with minority firms in its training, business advisory and credit programs. WVF understand that across the nation, minority firms are experiencing difficulties growing their business for similar reasons: inadequate management skills; undercapitalization; inadequate marketing plans; underutilization of technology, and weak credit histories. WVF’s expertise about the needs of women entrepreneurs enables it to create a program that motivates and supports women to succeed beyond the start-up years.

Ownership – WVF is a Federally-Certified Community Development Financial Institution.

50 ______Master Page # 231 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The Project:

Completion Date – April 2022

Activity – With grant assistance from ESD, WVF will provide one-on-one technical assistance to 25 M/WBEs and NYS small businesses on business recovery, retention, and growth, access to capital, deploying business strategies, marketing, accounting, and setting up business virtually.

Results - Awarded CDFI organizations are required to provide progress reports detailing the impact of deployment of loan capital, technical assistance services and all outcomes achieved during the project period.

Grantee Contact: Maria Otero, Founder and President Phone: (212) 563-0499 Email: motero@wvf-ny. org

Project Team: Project Management Jovanna Miller Legal Antovk Pidedjian Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

Financial Terms and Conditions:

1. Grantee will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

51 ______Master Page # 232 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: New York State Innovation Venture Capital Fund (“NYSIVCF”)

REQUEST FOR: Authorization of an Investment of NYSIVCF Funds in Energy Materials Corporation ______

I. Project Summary

Awardee: Energy Materials Corporation (“EMC” or the “Company”)

Amount: Up to $500,000 in Series C Preferred Stock

Project Location: Rochester, NY

Anticipated Funding Source: The liquid assets held by ESD for NYSIVCF

ESD Project No.: TBD

Project Team: Origination Clayton Besch Project Management Clayton Besch Legal Elizabeth Fine and Goldie Weixel Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

II. Background

Pursuant to its authorizing legislation, the NYSIVCF may invest up to $100 million in eligible seed and early stage small businesses located in, or that in writing agree to be located in, New York State that (i) have the potential to generate additional economic activity in the State and (ii) are working in emerging technology fields or are achieving, or have the potential to achieve, technological advances, innovation, transformation or development. The target portfolio companies demonstrate a potential for substantial growth and job development.

______Master Page # 233 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The NYSIVCF has also provided funding for the Technology Commercialization fund of funds supporting pre-seed investment opportunities throughout the State. The NYSIVCF is part of a larger equity investment strategy that included the Innovate NY Fund, a $45 million fund of funds to invest in seed stage equity opportunities.

Past State Support for Energy Materials Corporation

Energy Materials Corporation received $5,000 in funding from ESD’s supported JumpStart Program.

Project Status

Energy Materials Corporation, a Rochester based company, plans over the next two years to manufacture a perovskite solar cell material that would match or exceed the efficiency of today’s standard silicon photovoltaic (“PV”) panels at a fraction of the cost. EMC’s technology is revolutionary because its production line is much cheaper and more scalable/quicker to build than current PV plants, resulting in dramatically acceleration of the adoption of solar power globally. EMC’s high-speed manufacturing model is a unique fusion of existing and proven high speed roll-to-roll printing lines at Kodak, ultra-lightweight and flexible Willow® Glass from Corning®, and perovskite solar cell technology specifically designed by partners for the roll-to- roll printing environment.

This is will result in a significantly cheaper PV production line planned for the Eastman Business Technology Park, compared to traditional silicon wafer-based solar PV manufacturing infrastructure that is largely based in China.

In order to fund the design of the pilot line over the next 2 years, the Company is raising up to $10,000,000 in Series C Preferred Stock. The current investors are co-investing $9,500,000 with NYSVCF’s investment of $500,000.

As part of the due diligence process, NYSIVCF staff and an external Investment Review Committee (“IRC”) evaluated the Company’s business and clinical development plan as well as the terms of the investment. As a result of that analysis, NYSIVCF staff and the IRC both agree that the market opportunity and growth potential offered by this New York State company warrants an investment by the NYSIVCF and recommend its approval.

III. Statutory Basis

2 ______Master Page # 234 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 and early-stage funding to incentivize new business formation and growth in the State of New York and facilitate the transition from ideas and research to marketable products.

IV. Environmental Review

ESD staff has determined that the requested authorization constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the authorization.

V. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority and women-owned businesses (“MWBEs”) in the performance of ESD contracts. The ESD Office of Contractor and Supplier Diversity (“OCSD”) has determined that it is not practical or feasible to assign MWBE contract goals to expenditures made under this program. As such, participation goals will not be established or required.

VI. Service-Disabled Veteran-Owned Businesses

Pursuant to New York State Executive Law Article 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified service-disabled veteran-owned businesses (“SDVOBs”) in the performance of ESD contracts. OCSD has determined that it is not practical or feasible to assign SDVOB contract goals to expenditures made under this program. As such, participating goals will not be established or required.

Additional Submissions to Directors

Resolutions Schedule A – Summary of the Investment Terms

3 ______Master Page # 235 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT - New York State Innovation Venture Capital Fund - Authorization of an Investment of NYSIVCF Funds in Energy Materials Corporation ______

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), relating to the New York State Innovation Venture Capital Fund, the Corporation is authorized to make an investment, in an amount not to exceed $500,000 in Energy Materials Corporation (the “Company”) and to enter into agreements and related documentation with the Company and the investment entities named in the Materials in order to effect such investment; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, subsequent to the making of the investment, and each of them hereby is, authorized to take such actions, including modifying the terms of the investment and entering into additional agreements with the Company and others, as he or she may deem necessary or appropriate in the administration of the Corporation’s investments in the Company; and be it further

RESOLVED, that the provision by the Corporation of financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable; (2) receipt of all other necessary approvals; and (3) the availability of funds and the approval of the State Division of the Budget, if applicable; and be it further

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4 ______Master Page # 236 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Schedule A

New York State Innovation Venture Capital Fund: Energy Materials Corporation Summary of Series C Preferred Stock Financing Terms ESD Board of Directors’ Meeting April 22, 2021

Issuer: Energy Materials Corporation, a Delaware corporation (“EMC” or the “Company”)

Securities: Series C Preferred Stock (the “Series C Preferred”)

Size of Financing: New cash of $10 Million.

Pre-Money Valuation: $30 Million, including fully diluted shares (All Common, Preferred, and unexercised Options and Warrants outstanding) and conversion of all outstanding principal and interest of Mandatorily Convertible Notes, and Senior Promissory Notes.

Closing: April 30, 2021, or as mutually agreed.

Consideration: Cash

Price per share: $1.87

Investors: Accredited investors acceptable to the Company.

Use of Funds: Funds will be used to execute the scale-up of the Company’s perovskite PV technology to pilot scale certified modules, to expand the EMC team, and for general operating expenses of the Company.

5 ______Master Page # 237 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: New York State Innovation Venture Capital Fund (“NYSIVCF”)

REQUEST FOR: Authorization for Investment of NYSIVCF Funds in Ursa Space Systems, Inc.

I. Project Summary

Awardee: Ursa Space Systems, Inc. (“Ursa” or the “Company”)

Amount: Up to $374,795 in Series B-1 Preferred Stock

Project Location: Ithaca, NY

Funding Source: The liquid assets held by ESD for NYSIVCF

ESD Project No.: TBD

Project Team: Origination Jonathan Greene Project Management Jonathan Greene Legal Elizabeth Fine, Goldie Weixel Contractor & Supplier Diversity Alejandra Villanueva Environmental Soo Kang

II. Background

______Master Page # 238 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 The NYSIVCF has also provided funding for the Technology Commercialization fund of funds supporting pre-seed investment opportunities throughout the State. The NYSIVCF is part of a larger equity investment strategy that included the Innovate NY Fund, a $45 million fund of funds that invests in seed stage equity opportunities.

Past New York State Support for Ursa Space Systems, Inc.

NYSIVCF invested $1.8M in a Series B Preferred Stock in September 2019.

Project Status

Ursa Space Systems, Inc. is an Ithaca, New York based Satellite Intelligence as a Service company that provides customers with a subscription for geospatial intelligence, based on standardized satellite radar from multiple vendors. Using this data, Ursa’s software produces accurate 4D measurements (x, y, z location in space plus speed & direction) of identifiable objects (e.g., oil storage tanks) and measures changes within areas of interest. The market for geospatial analysis is over $80B annually with customers in energy, finance, logistics, and government sectors.

Since closing its Series A the company has increased revenues over 3X from 2019 to 2020, with another 2.5X increase forecast from 2020 to 2021. Products and services include basic and premium data analytics (subscriptions); ready-made data sets (term-based licensing model); and trusted data partner and GIS expertise (usage-based revenue models). Industry veteran, Nicole Robinson, was hired in Spring 2021, as President, focusing on business development and sales. The Ithaca based company now has 43 full time employees, split 50/50 between women and men and has access to the largest network of radar satellites with 10 years of archived data and the ability to refresh data within minutes to days, leveraging over $6B of satellite infrastructure. Ursa has also achieved significant reductions in imagery costs.

ESD is requesting authorization of an investment of up to $374,795 into an $8,927,305 Series B- 1 Preferred equity round. As a result of the investment, NY Ventures will retain its pro rata ownership of ~4.2% of URSA on a fully diluted basis. Proceeds from this financing round will be used to fund URSA to breakeven (Q1 2022), including, increasing size of sales, development, and product teams, completion of new products, and support sales into new market verticals.

As part of the due diligence process, NYSIVCF staff and an external Investment Advisory Committee (“IAC”) evaluated the Company’s business plan and growth prospects, as well as the terms of the investment. As a result of that analysis, NYSIVCF staff and the IAC both agree that the market opportunity and growth potential offered by this New York State company warrants an investment by the NYSIVCF and recommend its approval.

2 ______Master Page # 239 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 III. Statutory Basis

In order to attract private sector investment in new research, translate research into marketable products, strengthen university-industry connections, and prepare New York businesses to compete for private-sector venture investment, Part JJ of Chapter 59 of the Laws of 2013 authorized ESD to establish and administer the NYSIVCF in order to provide critical seed-stage and early-stage funding to incentivize new business formation and growth in the State of New York and facilitate the transition from ideas and research to marketable products.

IV. Environmental Review

V. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A and 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority and women-owned businesses (“MWBEs”) and certified service-disabled veteran-owned businesses (“SDVOBs”)in the performance of ESD contracts. The ESD Office of Contractor and Supplier Diversity (“OCSD”) has determined that it is not practical or feasible to assign MWBE and SDVOB contract goals to expenditures made under this program. As such, participation goals will not be established or required.

Additional Submissions to Directors

Resolution Schedule A – Summary of the Investment Terms

3 ______Master Page # 240 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), relating to the New York State Innovation Venture Capital Fund, the Corporation is authorized to make an investment, in an amount not to exceed $374,795 in Ursa Space Systems, Inc. (the “Company”) and to enter into agreements and related documentation with the Company and the investment entities named in the Materials in order to effect such investment; and be it further

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4 ______Master Page # 241 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Schedule A – Summary of Investment Terms

New York State Innovation Venture Capital Fund Ursa Space Systems, Inc. (the “Company”) Summary of Preferred Equity Financing Terms ESD Board of Directors’ Meeting April 22, 2021

Type of Security: Series B-1 Preferred Stock (the “Series B-1 Preferred”)

Investment Up to $374,795. Funds will be used solely for working capital requirements Amount; Use of of the Company. Proceeds: Principal Terms Dividends: Holders of Series B-1 Preferred shall be entitled to receive non- of the Series A cumulative dividends pari passu to the Company’s Series A, A-1, and B Preferred: Preferred and in preference to any dividend on the Common Stock at a rate of 6% of the original purchase price per annum, when, as and if declared by the Company’s Board of Directors. The holders of the Series B Preferred shall also be entitled to participate pro rata in any dividends paid on the Common Stock on an as-if-converted basis. Liquidation Preference: The holders of the Series B-1 Preferred shall be entitled to receive, pari passu with the holders of the Series A, A-1 and B Preferred and prior to the holders of the Common Stock, the greater of (1) a per share amount equal to the Original Purchase Price (as adjusted for stock splits, stock dividends, combinations and the like) plus any declared but unpaid dividends (the “Liquidation Preference”), or (2) the amount they would be entitled to receive had such holders of Series B-1 Preferred converted such shares into Common Stock prior to the closing. Conversion: A holder of Series B-1 Preferred will have the right to convert its shares, at any time, into shares of Common Stock at a 1:1 ratio. Protective The consent of majority of the holders of the Series A, A-1, B, & B-1 Provisions: Preferred shall be required with respect to all major corporate actions. Co-Investment Series B-1 Preferred Investors (partial list): Paladin Capital, Citigroup Syndicate Energy, and angel investors (partial list): Series B Preferred Investors: Razor’s Edge (lead), Paladin Capital, RRE Ventures, S&P Global, Citigroup Energy Series A Preferred Investors: Founders, Paladin Cyber Fund and affiliates, RRE Ventures VII, Rothenberg Ventures, S&P Global Ventures, Citigroup Energy, NEA Seed IV

5 ______Master Page # 242 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: New York City (New York County) – Empire Station Complex Civic and Land Use Improvement Project

REQUEST FOR: Authorization to Amend the Contract with Bryan Cave Leighton Paisner for Legal Services and Authorization to Take Related Actions

CONTRACT NEED AND JUSTIFICATION

I. CONTRACT SUMMARY

Counsel: Bryan Cave Leighton Paisner (“Bryan Cave” or “Counsel”)

Scope of Services: Counsel would continue to provide legal services to ESD in connection with the Empire Station Complex Civic and Land Use Improvement Project (the “Project”), particularly with respect to environmental and land use issues.

Contract Term: January 2020 through January 2023

Contract Amount: Original contract: $950,000.00

Proposed Amendment Amount: $500,000.00

New Proposed Total Contract Amount: $1,450,000.00

Funding Source: A New York State budget appropriation and cost sharing letters to be entered into with participating developers whose properties are within the Project area.

II. BACKGROUND

In his 2020 State of the State address, Governor Andrew M. Cuomo announced an action plan for transforming Penn Station and the area around it into the Empire Station Complex. The plan would provide critical improvements to the existing Penn Station, integrate it with the Moynihan Train Hall and redevelop the block south of Penn Station to create an expanded, remodeled and

______Master Page # 243 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 interconnected commuter rail and subway complex. The plan creates new, larger terminals and will increase track capacity by 40 percent - addressing the underlying and most critical problem at the busiest transit hub in the Western Hemisphere. The plan also would catalyze opportunities for development around Penn Station to create a new economic engine for the city and state and a funding stream to help finance improvements to the transportation facility.

Penn Station serves more passengers than John F. Kennedy, LaGuardia, and Newark Airports combined. Every day, more than 650,000 passengers are forced to navigate the station's narrow underground labyrinth, which notoriously has been devoid of natural light, consistent wayfinding, and sufficient waiting areas since the original Pennsylvania Station was demolished over a half century ago. This transformational plan greatly will improve passenger circulation, decrease passenger and train congestion, and again allow natural light into the complex. All these improvements will facilitate access into, and egress out of the new Empire Station Complex, thereby increasing safety and security for the hundreds of thousands of people who travel through the facility daily.

The proposed project would be achieved through the creation of a new business-transit development district that would transform antiquated and underutilized buildings into a new economic engine for New York. The district would include a value-capture framework will combine Payments In Lieu of Taxes (“PILOTs”) and income from new commercial development in the district to help fund Penn Station's revitalization, create public realm improvements and enhance the quality of life for New Yorkers, visitors and commuters.

III. SCOPE OF WORK

Counsel would continue to advise ESD on land use and environmental issues related to the Project.

IV. COUNSEL SELECTION PROCESS

In 2017, the ESD Directors approved a Pre-Qualified Counsel List of legal counsel generally, in the following areas: (1) real estate and land use; (2) construction; (3) environmental; (4) condemnation; (5) bankruptcy; (6) taxation; (7) bond financing; (8) foreclosure; (9) employment; (10) transactional direct and indirect investments; and (11) regulatory litigation. Bryan Cave was pre-qualified in the areas of environmental and real estate and land use.

Bryan Cave has extensive experience representing ESD in major developments and projects, including: Atlantic Yards and Moynihan Station, where Bryan Cave counseled ESD on numerous environmental issues as well as issues arising under the Urban Development Corporation Act. ESD legal and project staff recommend retention of Bryan Cave based on the firm’s demonstrated environmental and land use expertise and history of providing exceptional services to ESD on large scale projects. While the Directors are being requested to approve an initial 3 year contract amendment, the timeline for the Project is anticipated to extend beyond three years, so further Director approval will be sought as the Project progresses.

2 ______Master Page # 244 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 V. RESPONSIBLE PARTY

Pursuant to State Finance Law Section 163 and the Corporation’s policy related thereto, staff has: (a) considered Bryan Cave’s ability to perform the services provided for in the proposed contract; and (b) consulted the list of offerers determined to be non-responsible bidders and debarred offerers maintained by the New York State Office of General Services. Based on the foregoing, staff considers Bryan Cave to be responsible.

VI. ENVIRONMENTAL REVIEW

Staff has determined that the proposed authorization constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations for the New York Department of Environmental Conservation. No further environmental review is required in connection with this authorization.

VII. NON-DISCRIMINATION AND CONTRACTOR & SUPPLIER DIVERSITY

Pursuant to New York State Executive Law Articles 15-A and 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of New York State certified minority and women-owned businesses (“MWBEs”) and service-disabled veteran- owned businesses ("SDVOB"), respectively, in the performance of ESD contracts. ESD’s Office of Contractor and Supplier Diversity has reviewed the project and has determined that there exists no potential for MWBE & SDVOB participation. As such, participation goals will not be established or required for this project; however, Counsel shall adhere to ESD's Nondiscrimination and Equal Employment Opportunity policy.

VIII. REQUESTED ACTIONS

The Directors are asked to: (1) make a determination of responsibility with respect to Counsel; and (2) authorize ESD to amend the contract with Bryan Cave Leighton Paisner for work associated with the Project, in an amount not to exceed $1,450,000.00 inclusive of any amounts paid pursuant to the original contract in the amount of $950,000.00

IX. RECOMMENDATION

Based on the foregoing, I recommend approval of the requested actions.

ATTACHMENT Resolutions

3 ______Master Page # 245 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – New York City (New York County) – Empire Station Complex Civic and Land Use Improvement Project - Authorization to Amend the Contract with Bryan Cave Leighton Paisner for Legal Services and Authorization to Take Related Actions

RESOLVED, that the Corporation is hereby authorized to amend the existing contract with Counsel for up to $500,000.00, plus expenses, for the purposes and services, and substantially on the terms and conditions, as set forth in the Materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer Designate and his designee(s) be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all such actions as may be necessary or appropriate to effectuate the foregoing.

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4 ______Master Page # 246 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Procurement of Legal Services

REQUEST FOR: Authorization to Enter into a Contract to Provide Legal Services in Connection with the Atlantic Yards Land Use and Civic Project and Take Related Actions

I. CONTRACT SUMMARY

Counsel: Applebaum Katz Brodsky PLLC (“Counsel” or the “Firm”)

Scope of Services: Counsel would provide legal services in connection with the Atlantic Yards Land Use and Civic Project.

Contract Term: One (1) Year, with the option of two one-year extensions

Contract Amount: $300,000

Funding Source: The contract will be paid through an imprest account funded entirely by the developer.

II. BACKGROUND

The Atlantic Yards Land Use and Civic Project (the “Project”) is complex and multidimensional. Spanning 22-acre, $4.9 billion project, the project includes the Barclays Arena; the development of a reconfigured and improved LIRR train yard and subway facility upgrades; the development of 16 buildings for residential and commercial uses, including up to 6,430 apartments, of which 2,250 will be affordable to low, moderate and middle income households; and the creation of eight acres of publicly accessible open space. The New York State Urban Development Corporation d/b/a Empire State Development (“ESD” or the “Corporation”) has always retained expert condemnation counsel to assist in the site-assembly process. ESD previously retained the law firm of Berger & Webb LLP (“Berger & Webb”) to handle condemnation and associated legal work on the Project. The Berger & Webb attorneys who have represented ESD on the Project for

______Master Page # 247 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 many years have now formed a new firm, Applebaum Katz Brodsky PLLC. ESD seeks authorization to enter into a contract with this newly formed firm. Legal fees and other expenses incurred by the Corporation are paid by the Developer(s) of the Project.

COUNSEL APPROVAL/SUBSTITUTION PROCESS

In 2017, ESD adopted a Pre-Qualified Counsel List of law firms in the following practice areas (including, in each instance, litigation capabilities): (1) real estate and land use; (2) construction; (3) environmental; (4) condemnation; (5) bankruptcy; (6) taxation; (7) bond financing; (8) foreclosure; (9) employment; (10) transactional direct and indirect investments; and (11) regulatory litigation.

ESD’s Pre-Qualified Counsel List provides that in the event principal partners and attorneys from a firm identified as being responsible for a particular area leave the firm, the pre-qualification will “follow” the key law firm member(s) to the new firm.

The principal attorneys from Berger & Webb LLP, a firm previously retained to provide legal services to the Corporation from the Pre-Qualified list, formed Applebaum Katz Brodsky PLLC on April 1, 2020. Accordingly, these attorneys, at the newly created Applebaum Katz Brodsky PLLC, are eligible to provide legal services for the Corporation on the Atlantic Yards Land Use and Civic Project.

It is recommended that the Firm serve as condemnation counsel for the Atlantic Yards Land Use and Civic Project. Selection of Counsel was predicated on the experience of the attorneys who are now with Applebaum Katz Brodsky PLLC.

III. SCOPE OF WORK

Counsel would advise ESD in condemnation and related legal matters associated with the Project.

IV. CONTRACT - TERM

The term of the contract will be for one year, with the option of two one-year extensions, at the discretion of the General Counsel. The maximum amount of the contract shall be $300,000. Attorneys at Applebaum Katz Brodsky PLLC would continue to work at the hourly rates previously approved by ESD in the Berger & Webb retainer agreement.

V. RESPONSIBLE PARTY

Pursuant to State Finance Law Section 163 and the Corporation’s policy related thereto, staff has: (a) considered the Firm’s ability to perform the services provided for in the proposed contract; and (b) consulted the list of offerers determined to be non-responsible bidders and debarred offerers maintained by the New York State Office of General Services. Based on the foregoing, staff considers the Firm to be responsible.

2 ______Master Page # 248 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 VI. ENVIRONMENTAL REVIEW

VII. NON-DISCRIMINATION AND CONTRACTOR & SUPPLIER DIVERSITY

VIII. REQUESTED ACTION

The Directors are requested to authorize the retention of the firm of Applebaum Katz Brodsky PLLC for the purposes and substantially on the terms and conditions set forth above.

IX. RECOMMENDATION

Based on the foregoing, I recommend approval of the requested actions.

ATTACHMENT Resolution

3 ______Master Page # 249 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Procurement of Legal Services - Authorization to Enter into a Contract for Legal Services in Connection with Atlantic Yards Project Land Use and Civic Project and Take Related Actions

RESOLVED, that in accordance with the materials presented to this meeting and ordered filed with the records of the Corporation, the Corporation is hereby authorized to enter into a contract with the law firm of Applebaum Katz Brodsky, PLLC (“Counsel”) to provide legal services to the Corporation in connection with the Atlantic Yards Land Use and Civic Project; and be it further

RESOLVED, that the Corporation is hereby authorized to enter into a contract with Counsel for up to $300,000.00, plus expenses, for the purposes and services, and substantially on the terms and conditions, as set forth in the Materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, and be it further

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4 ______Master Page # 250 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 FOR CONSIDERATION April 22, 2021

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Procurement of Legal Services

REQUEST FOR: Authorization to Enter into a Contract for Legal Services and to Take Related Actions

CONTRACT NEED AND JUSTIFICATION

I. Contract Summary

Contractor: Wilmer Cutler Pickering Hale and Dorr LLP (“Wilmer Hale” or the “Firm”)

Scope of Services: Advice and representation in connection with an investigation by the New York State Attorney General and with any other related investigations.

Contract Term: One Year

Contract Amount: Not to exceed $500,000

II. Background

The New York State Attorney General is conducting an investigation pursuant to a referral by New York Governor Andrew M. Cuomo under Executive Law section 63(8). All New York State employees have been directed to cooperate with this review. ESD requires outside counsel to assist it in cooperating with this and other possible related investigations.

III. Proposed Contractor and Contractor Selection Process

Wilmer Hale is a highly respected law firm with internationally recognized experts in the effective handling of investigations. The attorneys in this practice area have many years of experience working on the unique and challenging issues of this area of practice. Drawing on the collective experience of the firm are lawyers who have served in high-level positions within the government, including numerous former prosecutors. Members of the firm have previously served as Deputy Attorney General of the United States, United States Attorney, Deputy United States Attorney and Director and General Counsel of the Federal Bureau of Investigations and

______Master Page # 251 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 Chief Litigation Counsel for the Division of Enforcement at the Securities and Exchange Commission, as well as numerous former Assistant United States Attorneys and state prosecutors, notably including former Southern District of New York AUSAs. Wilmer Hale has represented many corporate executives and high-ranking public officials in internal corporate investigations, government investigations, congressional and inspector-general investigations.

Wilmer Hale also has a highly regarded Anti-Discrimination Practice Group and has experience representing and counseling clients on a wide range of matters including sensitive HR-related investigations.

Specifically, ESD would like to retain the services of former Deputy US Attorney for the Southern District of New York Boyd M. Johnson III, who previously represented ESD in connection with other outside investigations. In addition to serving as Deputy US Attorney for the Southern District, Mr. Johnson has also served as Co-Chair of Wilmer Hale’s White Collar and Investigations Practice Group and has represented clients in connection with investigations conducted by the Department of Justice, the Securities and Exchange Commission, and the New York State Attorney General’s Office among others. ESD proposes that Mr. Johnson be assisted by fellow Wilmer Hale partner Hallie Levin, a seasoned trial-lawyer with experience handling sensitive employment law matters.

Based on Mr. Johnson and Ms. Levin’s unique combination of experience, as well as the strength of Wilmer Hale’s employment discrimination practice group, ESD believes that Wilmer Hale, with a team led by Mr. Johnson and Ms. Levin, is best and uniquely suited to represent ESD with respect to the current matter.

Pursuant to State Finance Law Section 139-j and 139-k and the Corporation’s policy related thereto, staff has: a) considered the proposed contractor’s ability to perform the services provided for in the proposed contract; and b) consulted the list of offerers determined to be non- responsible bidders and debarred offerers by the New York State Office of General Services Based on the foregoing, staff considers the proposed contractor to be responsible.

IV. Scope of Work

Advice and representation in connection with an investigation by the New York State Attorney General and in connection with any other related investigations.

V. Contract Price and Funding

While ESD’s approved rates will not apply to this contract, the Firm has agreed to discount its normal hourly billing rates by over 30 percent for Mr. Johnson, over 20 percent for Ms. Levin and by 10 percent for all other Wilmer Hale professional staff who may be required to perform service under the proposed contract with ESD. These reduced rates will be reflected in the contract.

2 ______Master Page # 252 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 VI. Responsible Party

Pursuant to State Finance Law Section 163 and the Corporation’s policy related thereto, staff has: (a) considered Wilmer Hale’s ability to perform the services provided for in the proposed contract; and (b) consulted the list of offerers determined to be non-responsible bidders and debarred offerers maintained by the New York State Office of General Services. Based on the foregoing, staff considers Wilmer Hale to be responsible.

VII. Non-Discrimination and Contractor and Supplier Diversity

VIII. Environmental Review

IX. Requested Action

The Directors are requested to: (1) make a determination of responsibility with respect to the proposed contractor; (2) authorize the Corporation to enter into a contract with Wilmer Hale for an amount not to exceed $500,000 on the terms set forth above, including all costs and expenses incurred by the firm.

X. Recommendation

Based on the foregoing, I recommend approval of the requested actions.

Attachment Resolution

3 ______Master Page # 253 of 254 - NYS Urban Development Corporation Meeting 4/22/2021 April 22, 2021

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT – Procurement of Legal Services - Authorization to Enter into a Contract for Legal Services and to Take Related Actions ______

RESOLVED, that the Corporation is hereby authorized to enter into a contract with Wilmer Hale in an amount not to exceed Five Hundred Thousand Dollars ($500,000) for the purposes and services, and substantially on the terms and conditions, set forth in the Materials; and be it further

RESOLVED, that all actions heretofore or hereafter taken in furtherance of these resolutions be, and they hereby are, adopted and affirmed as the acts and deeds of the Corporation.

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4 ______Master Page # 254 of 254 - NYS Urban Development Corporation Meeting 4/22/2021