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Application for Financial Assistance Mid-Hudson Momentum Fund

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State of New York Kathy Hochul, Governor ‘

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Empire State Development Hope Knight, President and CEO

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US ) and. Regional Partners to evaluate potential omple' submi ‘thisform is not a commitmentfor funding.

Application for Financial Assistance Mid-Hudson Momentum Fund

Thank you for bringing your project to Empire State Development (“ESD”). We look forward to evaluating your project for possible financial assistance through the Mid-Hudson Momentum Fund (MHMF) program. MHMF will invest in mixed-use housing, transit-oriented development (“TOD”), and infrastructure projects that have lasting impacts in the Mid-Hudson Region and are consistent with the strategic goals and priorities of the Mid-Hudson Regional Economic Development Council’s (MHREDC) strategic plan.

• ¢ When completing this application, be sure to consult the Mid-Hudson Momentum Fund guidelines at www.esd.ny.gov/momentum.

© For the MHREDC strategic plan, please view the annual reports published by the Council on the web at www.repionalcouncils.ny.gov/mid-hudson.

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¢ Additional information can be obtained by emailing momentum@esd.ny.gov e if you have any questions, please call the ESD Mid-Hudson Regional Office at (845) 567-4882. eea eee eS SSS Table of Contents Section 1: Applicant Information.............cccccesses seeeesessessssenecsseneesseessessersressssersansassneseeeeeD Section 2: Project InformMation.............c:ccccesccceeeessecescssesessssessscennessecnseneesesnserseseeaseesaeseeneneneeeeseeD Section 3: Justification & Alignment. ...............:c:ccceccsseesecneeeeeteeeeessseaseessasssecesessaeesesseetseesesend, Section 4: Fimancials.............c.ccccccsccscssscssssseceseceseeesnecsecssnecseeseeteseeessessaeensarseeassesssseesssesseeeetees® Section 5: Environmental Historic and Smart Growth Review Information ..............:: cee Section 6: Additional Information ..............c:ccscceccccseneessseecesessersesreneecscesssssseeeerssssessersseseereeeLO Section 7: Certifications [.............ccccccccsccscccsecesssessseeessnsecerssscarsesscserseescssesssesssesasseseseesrereereeeedb] Attachment Checklist.........cccccccccccccsscsscceccesecsenssseeseesececsensssesesscesssseeseccscessessssenseensesenteLA J NEWYoRK | Empire State Ee | Development Mid-Hudson Momentum Fund Application Form Page 2 of 14 ----- End of picture text -----

Section 1: Applicant Information

A. Project Name

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Project Name: Red Hook Gateway__ Applicant Organization — — (While “Company” is used throughout this application, it is synonymous with Applicant Organization, if not a company.) Legal Name: _RUPCO. |1 DBA: Street Address (not P.O. Box): 589 Fair Street Phone: 845-331-2140 Ext.: 263 Fax: 845-339-8718 Contact FirstName: |gine Contact Last Name: — Norton Contact Title: Project Manager Contact Email: Inorton@rupco.org Federal Taxpayer |.D. or NYS Unemployment Charity Reg.# (Non-Profits Only) Duns Number Insurance Tax Number 22-2368174 4122749815 Parent Company Name (if applicable): Street Address (not P.O. Box): City: State: Zip: Recipient/Beneficiary of Assistance Assistance Organization (Complete this section only if applying applying for funds funds that will benefit another entity.) Legal Name: DBA: Street Address (not P.O. Box): City: State: Zip: Phone: Ext.: Fax: Contact First Name: Contact Last Name: Contact Title: Contact Email: Federal Taxpayer I.D. or NYS Unemployment Charity Reg.# (Non-Profits Only) Duns Number Insurance Tax Number Parent Company Name: Street Address (not P.O. Box): City: State: Zip: Mid-Hudson Momentum Fund Application Form Page 3 of 14 ----- End of picture text -----

• B. Applicant Organization — — (While “Company” is used throughout this application, it is synonymous with Applicant Organization, if not a company.)

• C. Recipient/Beneficiary of Assistance Assistance Organization (Complete this section only if applying applying for funds funds that will benefit another entity.)

• Legal Name:

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D. Applicant Details Form of Business: @) Sole Proprietorship @) Business Corporation OC Limited Liability Company Y Not-for-Profit Corp. or Local Development Corp. QC Partnership @) Industrial Development Agency Municipality or O Subchapter S Corporation Other Public Entity a For a minority or Woman-Owned business, please enter . ra , Minonity-Oinedits OC _ ©) Ne your New York State certification Number: Woman-Owned?: @) Yes vY) No Manufacturer?: C) Yes Ce) No Industry: Products: List all North American Industrial Classification (NAICS) numbers used to classify each type of the company’s business activity: ) ——iDD ee) ee.) ee) ; Please fully describe in detail the qualifications of the application to undertake this project. Describe the applicant’s experience with projects of similar size and scope: ----- End of picture text -----

Response is on next page.

Mid-Hudson Momentum Fund Application Form Page 4 of 14

Qualifications of the Applicant Response:

Formed in 1981 as Rural Ulster Preservation Company and rebranded in 2013, RUPCO is a 501c3 nonprofit organization that began as a program of Ulster County’s Community Action Agency as part of a statewide roll out of rural preservation and neighborhood programs. Through the years, RUPCO has expanded its geographic footprint and breadth of services while staying true to its original mission - to create homes and improve communities.

The agency’s Real Estate Development ventures have created over 500 affordable housing units through historic preservation and new construction initiatives. We have an unparalleled commitment to creating quality, affordable housing and making it accessible to everyone. By expanding access to homes, we help individuals, families and communities create the stability they need to thrive.

Critical to embarking on an impactful, mixed-use development is understanding the site dynamics and infrastructure needs necessary to support its residential and commercial uses. In our capacity as developer, owner, and management agent we assemble a development team with the expertise in design, engineering, and building to successfully complete construction — including a site’s infrastructure and site work requirements as well as the capacity to build and install a geothermal heating and cooling system. As the Red Hook mixed-use housing development parcel spans approximately 12 acres, two RUPCO projects are of a similar size and scope to the essential infrastructure needs of the Red Hook Gateway.

Woodstock Commons

Completed in 2013, Woodstock Commons is an intergenerational campus with 53 apartments for seniors, artists, and families located at Leslie’s Way in Woodstock. The development is set in 28-acres, of which 21 acres remain preserved as woodlands. The site includes nature and fitness trails, multiple gardens, and an outdoor pavilion. The $15 Million development boasts innovation and sustainability. Woodstock Commons utilized geothermal construction, eliminating the use of 20-25,000 gallons of home heating fuel per year and the project received Gold-Level LEED certification from the U.S. Green Building Council. Woodstock Commons’ participation in the LEED Neighborhood Development (LEED-ND) Pilot Program expanded the green building certification to incorporate sustainable elements into neighborhood design. Of the $15M total development cost, $2.5M was attributable to substantial site work and infrastructure costs needed to support the development.

Landmark Place

Completed in 2022, Landmark Place blends historic preservation and new construction to create an affordable campus with 66 homes where seniors 55 and older can live with dignity. RUPCO partnered with NYS Homes and Community Renewal, NYS Parks, Recreation and Historic Preservation, and multiple private investors to jumpstart this $25 million development in Kingston, NY. This 14-acre senior and supportive campus features the rehabilitated former Almshouse, now called Landmark West, and a newly constructed four-story building, Landmark East. Residents have access to a wide array of amenities that help make daily life simpler and more accessible. These include 24/7 front desk staff in one central location, onsite laundry, onsite superintendent, ample garden space, proximity to mass transportation routes, and privately owned transportation. $1.22M in infrastructure and site work costs proved necessary to support land clearing, grading, landscaping, sidewalks, roads, and the installation and connection of utility and sewer lines for Landmark Place.

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Section 2: Project Information ----- End of picture text -----

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A. Project Details ----- End of picture text -----

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Project Name: §Red.Hook Gateway ee Project Address: = Cookingham East, Village of Red Hook 7 _ —= Project Type: O Mixed-Use Housing/TOD VY) infrastructure County: Project Description: See response on next page. | Ownership: Please attach an organization chart describing the company's ownership structure, including the % of ownership for each individual and entity owning 5% or more of the company. Indicate if the company is a parent, subsidiary and /or affiliate of another company. B. Project Track For Mixed-Use Housing Projects and/orTransit Oriented Development (TOD) Projects “Mixed-Use Housing Project” shall mean buildings that include a combination of commercial, office, retail, and residential uses. “Transit-Oriented Development Project” shall mean projects that support the creation of compact, mixed-use communities near transit where residents enjoy easy access to jobs and services. Mixed-Use Housing Projects

1. Housing Component How many units of housing will be created?: How many units of housing will be affordable?: _ “Affordable Housing Units” shall mean permanent housing that is affordable to low-and moderate-income households, such that the new housing achieves income averaging at or below fifty percent of the area median income, with residents’ eligibility capped at a maximum of eighty percent of the area median income at the start of their lease. Mid-Hudson Momentum Fund Application Form Page 5 of 14 ----- End of picture text -----

Project Description

The Red Hook Gateway essential infrastructure project is intended to connect the Village of Red Hook to a mixed-use housing project that will both increase housing density and reactivate an existing barn as a thriving commercial space. There is little to no below market housing inventory and increasingly existing residents in the Village and Town of Red Hook find themselves priced out of the housing market. Additionally, no workforce housing is being developed to ensure that those with jobs in Red Hook can afford to live there.

Red Hook is a wonderful place to live in with a rich agricultural history, access to beautiful natural resources, a solid public school district, and a strong sense of community. Both the Village and Town want to preserve Red Hook’s character and charm as well as create housing that is affordable to a range of incomes. The Red Hook Gateway mixed-use housing project represents a collaborative effort between the Town of Red Hook, the Village of Red Hook, RUPCO, Scenic Hudson, and the Dutchess County Land Conservancy to create affordable housing and conserve agricultural and forested land. The vision is to build a mixed-use, below market homeownership, rental, and commercial development on approximately 12 acres in the Village of Red Hook that features sustainability, energy efficiency, and connects people to nature and building community.

Supporting up to 40 units of housing — consisting of single-family homeownership and multi-family rental — along with the adaptive reuse of a barn for commercial use requires substantial infrastructure work and investment. On the affordable and below market housing side, we have avenues for subsidy through Homes and Community Renewal (HCR) but these sources are tied specifically to the housing units themselves and don’t support the extension of water and sewer, the building of roads, utility connections, and public infrastructure necessary for the Red Hook Gateway. As a source to support essential infrastructure funding, the Mid-Hudson Momentum Fund is an essential bridge to connect the Village of Red Hook to this dynamic Live, Work, and Play mixed-use development.

Please complete the breakdown below for the number of units being created: (Enter 0 for fields with no value)

2. Commercial/other component

Fully describe any commercial, industrial, or other components of the project including end users, square footage, future hotel or convention center, etc.

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For Infrastructure Projects

Essential infrastructure projects must show a defined connection to housing projects or increasing housing density for a particular community. This could include new system installations or upgrades for water, roads, green renewable technologies (e.g. EV charging stations) or other similar costs. Applicants for infrastructure projects — funding must draw a clear connection between the project and the support of increased housing or TOD projects.

Describe how your project meets the requirements mentioned above:

See response on next page.

Mid-Hudson Momentum Fund Application Form Page 6 of 14

Essential Infrastructure Connection to Housing Projects or Increasing Housing Density Response:

As an effort to both create affordable housing and preserve farmland in perpetuity, the genesis for the Red Hook Gateway mixed-use housing project is truly unique. The Cookingham East property— consisting of multiple parcels totaling approximately 109 acres located in the Village and the Town of Red Hook — became available for sale. The parcels have operated with mixed use for many years, including agricultural lands leased by a local farmer, housing, and serving as an operations center for an excavating company. The site supports a historic use pattern and consists of a primary residence, three 1930s era single family structures, a timber barn, a corrugated metal pole barn/equipment shed, an office, and several small outbuildings. Bordered by North Broadway/NYS Route 9 to the West, the site represents the scenic gateway as people approach the Village of Red Hook from the North.

Consisting primarily of farmland containing some of the finest soils in the state of New York, the Town of Red Hook expressed concern over the future use of[this][land][if][ purchased][by][a][developer][not][intent][on] preserving the site’s rich agricultural history and meeting Red Hook’s critical need for below market, affordable housing. To conserve farmland and create an affordable housing development opportunity the Town of Red Hook assembled a working group consisting of the Village of Red Hook, Scenic Hudson, the Dutchess County Land Conservancy, RUPCO, and Hudson River Housing to strategize on an approach to mix conservation, agriculture, and affordable housing. Understanding the significance and urgency if the site were sold to the highest bidder not beholden to any greater public purpose, the Town of Red Hook decided to purchase the Cookingham East property to ensure that 97 acres of agricultural and forested land will be placed in a conservation easement and approximately 12 acres set aside for affordable housing. Upon the Town of Red Hook closing on the acquisition of the site, RUPCO will enter into an agreement with the Town of Red Hook to purchase development rights for the mixed-use, affordable housing parcel.

The Red Hook Gateway mixed-use housing project will be located south of Camp Lane on land wholly within the Village of Red Hook. The site is bordered by North Broadway/NYS Route 9 to the West, commercial and residential development to the South, fields, woods and a pond to the East and fields and woods to the North. The site is a mix of fields and woods with topography ranging from flat fields to steeper wooded ridges. Working in concert with the Town of Red Hook and the Village of Red Hook, our development objective is to provide mixed commercial, multi-family rental, and single-family homes on the subject site — creating up to 40 units of housing as well as the redevelopment of the existing timber barn for commercial use. The two-story multi-family rental apartment building will be adjacent to North Broadway/NYS Route 9 with an associated driveway and parking area located east of the building. The single-family homes will be part of a cluster development located on two cul-de-sacs with interconnecting pathways and open space areas interior to the subject site.

Our essential infrastructure ask is needed to connect water service, sewer, electric/telephone/data service, parking, roads, and stormwater management to the site. Critical to our ask is building a geothermal heating and cooling system to support the residential and commercial components of the mixed-use development. Additionally, this funding will apply to rock removal, clearing, erosion and sediment control, and landscaping. In essence, this essential infrastructure project will connect the Village of Red Hook to up to 40 units of housing and a barn-inspired commercial space.

C. Project Timeline

Provide a time schedule for the project (e.g., estimated start date, consultant selection, design, site acquisition, construction start, equipment installations, project completion date).

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| Red HookEstimated GatewayStart Date Essential Infrastructure Timeline9/1/2023 | Purchase & Sale Agreement 9/1/2023 | | - | Predevelopment/Due Diligence 9/1/2023 - 3/1/2024 | | - | Consultant Selection 9/1/2023 - 3/1/2024 | | - | Design 9/1/2023 - 3/1/2024 | | - | Local Approvals/Financing Readiness 3/1/2024 - 9/1/2024 | | - | Site Acquisition 9/1/2023 - 9/1/2024 | | - | Construction Start 9/1/2024 | | - | Equipment Installations 9/1/2024 - 3/1/2026 | | - | Project Completion Date 3/1/2026 |

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Section 3: Justification & Alignment ----- End of picture text -----

A. Statement of Need

Provide a brief summary of the need for the project in the geographic area proposed and the project's financing needs, including funding gaps of the proposed project:

See response on next page.

B. Project Activities and Alignment with the MHREDC Strategy

Describe the specific activities that will be undertaken and funded through the project. Clearly describe how the project aligns with and will directly advance the strategy of the Mid-Hudson Regional Development Council. You can review the MHREDC strategy on the Council’s website at https://regionalcouncils.ny.gov/mid-hudson.

See response on next page.

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Mid-Hudson Momentum Fund Application Form Page 7 of 14 ; ----- End of picture text -----

Statement of Need

Provide a brief summary of the need for the project in the geographic area proposed and the project’s financing needs, including funding gaps of the proposed project:

As far as Red Hook’s housing stock, 2020 statistics indicate +-64% as homeownership and +-36% as rental with approximately 42.3% of the renters considered rent burdened — paying above 30% of their household income on housing costs. There has been little increase to the housing inventory over the past 15 years with a total of 4,384 units in 2010 and 4,415 units in 2020. The pandemic did see escalation in the number of single-family home permits issued — 26 permits in 2020, 30 in 2021, and 26 in 2022 — but there is little homeownership and rental inventory for anyone unable to afford market rate housing. Members of families who have lived in Red Hook for generations, municipal employees in need of workforce housing, and those seeking jobs in the agribusiness and food and beverage sectors are all examples of those seeking housing that are increasingly priced out and unable to either remain in or move to Red Hook. There is critical need and demand for up to 40 units of affordable and below market housing in the Village of Red Hook.

In assessing both the essential infrastructure project needs associated with the Red Hook Gateway mixed-use housing project as well as the larger capital requirements to develop up to 40 units of housing — both homeownership and rental — along with the adaptive reuse of the existing barn, the greatest funding gap relates to not being able to identify sources capable of supporting the project’s substantial infrastructure and site work costs. As the multi-family rental component assumes up to 20 units of housing, it is too small in scope to contemplate a LIHTC application. Furthermore, it is ineligible for historic or brownfield tax credits — all sources of equity of which a portion can be applied to infrastructure and site work. The HCR sources of subsidy for homeownership — the Affordable Homeownership Opportunity Program (AHOP) — and smaller rental projects — Small Building Participation Loan Program (SBPLP), Small Rental Development Initiative (SRDI), Community Investment Fund (CIF) — provide subsidy on a per unit residential basis, leaving a substantial funding gap. For this reason, applying for Mid-Hudson Momentum funding for essential infrastructure is the most important first step in forging a path to finance and build the mixed-use housing development.

Project Activities and Alignment with the MHREDC Strategy

Describe the specific activities that will be undertaken andfunded through the project. Clearly describe how the project aligns with and will directly advance the strategy of the Mid-Hudson Regional Development Council. You can review the MHREDC strategy on the council’s website at

https://regionalcouncils.ny.gov/mid-hudson

To accommodate the proposed density of the mixed-use development, central water and sewer are critical infrastructure components of this project. The Village of Red Hook recently installed municipal sewer to a portion of the Village using a low-pressure effluent sewer system and the development site is not currently served by municipal sewer infrastructure. There is an existing 2” sewer effluent force main that terminates between 7592 North Broadway and 7590 North Broadway. The force main is located on

the property for 7590 North Broadway. The sewer force main could be extended north to the subject site. However, an easement would need to be obtained from neighboring properties. -

Review of the “Basis of Design for Red Hook WWTP and STEP Sewer System Village of Red Hook” report prepared by C.T. Male Associates and dated February 5, 2021 indicates that the Village sewer district outside of the Red Hook Commons is served by a septic tank effluent pump (STEP) low pressure sewer system. There are 127 developed properties and 15 undeveloped parcels. The flow from the existing properties within this sewer district is 36,800 gallons per day (gpd). The wastewater treatment plant was designed for 50,000 gpd which was chosen to provide 33% capacity for any future growth of the system. Therefore, when the system was designed there was approximately 16,500 gpd of capacity in the wastewater treatment plant. Proposed sewer connections for developments over 1000 gpd will be approved on a case-by-case basis by the Village Board.

To calculate the anticipated hydraulic loading to the wastewater treatment plant for the mixed-use : housing project, the following assumptions were made. The apartment building would include twenty (20) 2-bedroom units with a total of 24 bedrooms. Each single-family home is assumed to be 3 bedrooms. The timber barn would be redeveloped to a commercial use. For calculation purposes, a restaurant is being assumed with 40 seats. Using the New York State Department of Environmental Conservation (NYSDEC) design flows from Table B-3 of the New York State Design Standards for Intermediate Wastewater Treatment Systems, 2014, the hydraulic loading for the apartment building would be 2,640 gpd. The hydraulic loading for the single-family houses would be 6,600 gpd, and 1,400 gpd for the restaurant. The total wastewater flows for the project are estimated to be 10,640 gpd which is less than the available capacity of the wastewater treatment plant. Assuming existing wastewater hydraulic loading is 36,800 gpd and the proposed hydraulic loading is 10,640 gpd, the total hydraulic loading to the plant is estimated to be 47,440 gpd.

Typically, the NYSDEC, the authority regulating the Village’s SPDES discharge permit for their wastewater treatment plan, requires plant upgrades when hydraulic loading exceeds 95% of the plant capacity. With a plant capacity of 50,000 gpd, 95% of plant capacity is 47,500 gpd. Thus, connecting the proposed project to the system would consume the available capacity at the plant and may result in the Village needing an expansion of the treatment system.

Municipal water is available at the site. There is an existing 6” water line that is within North Broadway/NYS Route 9 that runs on the western property line of the subject site. The water pressure in this area is approximately 70 psi according to the Village Water Department. A hydrant flow test would need to be conducted to determine the actual water pressure and flow rates in this area of the Village.

To combat climate change and maximize energy efficiency and sustainability, we also seek infrastructure funding to build and install a geothermal heating and cooling system for the Red Hook Gateway mixed-use housing development. The geothermal system will have the capacity to support the homeownership, rental, and commercial uses of the project. In addition to water and sewer connections and the geothermal heating and cooling system, additional infrastructure activities to be funded for this project include rock removal (drilling and blasting), electric/telephone/data service, parking areas with Handicap Spaces and Lighting, roads, stormwater management, clearing, erosion sediment control, and landscaping.

In terms of alignment and advancement of the strategy of the Mid-Hudson Regional Development Council, the Red Hook Gateway mixed-use housing project is great example of a Live, Work, and Play project that speaks to the character, quality of life, and building of community available to those living and working in Red Hook. The 2022 Mid-Hudson Annual Report indicates that the Mid-Hudson region is “an undeniably attractive place to LIVE, WORK and PLAY” and both the Town of Red Hook and the Village

of Red Hook are no exception. In acquiring the Cookingham East site, the Town of Red Hook is clearly a pro-housing community that is creating the opportunity to develop affordable housing on a 12-acre site located in the Village of Red Hook while conserving 97 acres of farmland and forested areas so that they are protected from development in perpetuity. The aim to create affordable and below market housing is an effort to make sure that the economic recovery since the pandemic is more equitable for everyone.

The Town of Red Hook and the Village of Red Hook, in alignment with MHREDC’s Live, Work, and Play ethos, is focused on infrastructure improvements, energy efficiency and sustainability, workforce housing, and community connectivity to retain and attract residents in a balanced and equitable manner. Realizing that Red Hook’s housing challenges also represent broader economic challenges, we know that the lack of affordable housing leads to difficulties sustaining a workforce that meets the needs of local businesses. In building affordable housing, we seek to preserve the economic diversity of the Town and Village, attract new talent, stimulate job creation, and allow businesses to retain their workforces.

Understanding that new restaurants, craft beverage businesses, retail stores and other merchants are occupying space in buildings that have long been vacant, the adaptive commercial reuse of the existing Dutch Barn is an exciting opportunity to generate economic activity as part of the Red Hook Gateway. Building on the agricultural history of the site, we see the barn’s use reflective of the growing agribusiness, agritourism, restaurant/beverage, and tourism sectors. We will seek proposals from entrepreneurs and businesses interested in operating the barn with particular emphasis on their ability to attract and retain employees. A symbol of the Red Hook Gateway’s connection to agriculture and community, the barn has great potential in serving Red Hook’s residents and visitors.

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C. Project Impact ----- End of picture text -----

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Describe the measurable results and economic impact the company expects to achieve through this project: ----- End of picture text -----

The availability of Momentum Funding to support the Red Hook Gateway's infrastructure costs is critical to the success of this significant and impactful mixed-use housing development.

With infrastructure support to develop the project, measurable results and economic impact include the following: The development of up to 40 units of below market homeownership and multifamily rental units as well as commercial space. Construction jobs associated with the project.

PILOT and property taxes associated with the mixed-use development. Jobs and sales taxes associated with the barn as commercial space.

• ‘D. Project Support

  • Please provide letters of support for your project (if applicable). This includes local government and/or community support.

  • All letters should be scanned into a single PDF file and their total size cannot exceed 30 Megabytes (MB).

Section 4: Financials

A. Financial Information

It is a requirement to submit CPA-audited/reviewed financial statements for the past three years. If the annual financial statements are more than three months old, please submit the most recent interim statements, certified by company officer and must not be more than 90 days old. Is this a start-up company with no operating history? ‘@) Yes Y No If this is a start-up company, please provide personal financial statements from a personal guarantor and a business plan that includes an explanation of: (1) the product being sold, (2) the current and potential future size of the market, and (3) the applicant’s current market share and potential future market share illustrating how increased market share can be achieved. Please provide bank references for borrowing entity and personal guarantors.

B. Project Budget

Please complete the following project budget with as much detail as is currently available.

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| pues Use of Funds Total Direct Costs: Amount Amount Amount Amount ———| | ———— | T ‘a T — — | | | ee —s — Indirect Costs: Amount Amount Amount Amount ———————————————— a eo eee/s ie ee ee Contingency | $630,000 $375,000 ! $63,000 $192,000 | | —————| ——— ——_————EE| | eee SE | | Total: S 6,930,000 | $ 4,075,000 | S 693,000 S 2,162,000 | Mid-Hudson Momentum Fund Application Form Page 8 of 14 ----- End of picture text -----

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C. Additional State Assistance Is the company currently seeking any other New York State Assistance? ~Y) Yes O No Has the company ever applied for or received prior New York State Funding? (%) Yes QO No If you answered “Yes” to either question above, please describe each project, date, purpose and location, the NYS funding requested/awarded and which agency such funding was received from applied to. If “No”, type N/A. ----- End of picture text -----

Section 5: Environmental, Historic and Smart Growth Review Information if you need assistance understanding the State Environmental Quality Review Act (“SEQRA”), identifying a lead agency or obtaining and completing an appropriate Environmental Assessment Form, please contact your ESD Regional Office, or ESD’s Planning and Environmental Review Office at (212) 803-3252, 3253, or 3141.

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Under SEQRA, certain listed activities are not subject to review because they involve actions with little, if any, environmental impact, referred to as “Type II” Actions. Conversely, SEQRA also includesa list of actions that are assumed to be more apt to result in impacts, referred to as “Type |” Actions, which are subject to formal review. if a proposed action is neither listed on the Type II or Type| lists, it is referred to as an “Unlisted Action” and is also subject to review under SEQRA.

1. | Does your project involve any physical alteration of any kind to a site or a facility; a change in the nature of the activity conducted at the project site or facility, or would your project result Ores in significant changes to the project site area’s activity patterns? If “yes,” answer question 2 below. If “no,” skip question 2; your project probably does not require environmental review. (Your application will be reviewed to confirm this.).
2. | If changes to a site or facility are proposed, do any aspects of your project exceed the thresholds for “Type II” Actions listed under the SEQRA regulations at 6 NYCRR Part 617.5? O Yes (see http://www.dec.ny.gov/permits/357.html) if you answered “yes” to Question 2 above, | your project must be reviewed under SEQRA by a lead agency. (A “lead agency” is a public entity principally responsible for undertaking, funding or approving a project. Examples of lead | agencies are: state regulatory or funding agencies; county industrial development agencies; municipal planning agencies/boards/councils; health departments; and zoning boards). a) If your SEQRA review has been completed and a Negative Declaration was made, attach the completed Parts 1, 2, and 3 of the Environmental Assessment Form (“EAF”), or if a Positive Declaration was made, attach the Draft and Final Environmental Impact Statements (“E!S”) and Findings Statement. | b) If your SEQRA review has not been completed, please provide, in an addendum to this application, information about the status of the review and designated lead agency for the review and submit “Part 1” of a Short EAF or Full EAF as appropriate, for your project. Subsequent EAF Parts are completed by the lead agency based upon the information you include in Part 1. ----- End of picture text -----

The Short and Full EAF Part 1 are available on the NYS Department of Environmental Conservation’s website at: https://www.dec.ny.gov/permits/90125.html

• Mid-Hudson Momentum Fund Application Form Page 9 of 14

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| - | - | Is the project site location wholly or partially within an area known to be archeologically- ) | Is the Company presently the subject of any litigation, or is any litigation threatened, which | - | Has the Company or any of its affiliates ever been involved in bankruptcy, a creditor’s rights or | Has the Company ever settled a debt with a lending institution for less than the full amount | Has any senior manager or principal of the Company ever been convicted of any felony or - | - | Has the Company or any of its affiliates, been cited for a violation of federal, state or local laws | Are there any outstanding judgements or liens pending against the Company other than liens | - | | 3. Does the project involve or is it substantially contiguous to buildings, structures or sites listed | 4. Does the project site contain or is it substantially contiguous to buildings that are more than | sensitive? (e.g., lands that have not previously experienced ground disturbance beyond QO Yes O No | - | would have a material adverse effect on the Company’s financial condition? O Yes © No | receivership proceeding, or sought protection from creditors? O Yes Y) No | outstanding? @) Yes ©) No | misdemeanor, other than a minor traffic violation, or are any such charges pending? O Yes Y) No | 5. | _ operatingor regulations practices?with respect to labor practices, hazardous wastes, environmental pollution or O a ©) No | - | in the normal course of business? O Yes QC) No | | on the State and National Registers of Historic Places? O Yes O No | 50 years old and/or buildings/lands that are known to be historically, architecturally, or Y Yes O No | agricultural activities). | - | 2. | Serr — LL | 4, | - | - | 6. | - | 7. ‘Is the Company delinquent on any New York State, federal or local tax obligations? OO O Yes ¢ ?) No | | - | culturally significant? | If you answered “yes” to Question 3, 4, or 5, above, consultation must be conducted with the State Historic _ | - | - | 3. | - | - | - | - | - | If you answered “Yes” to any of the above questions, please provide an explanation. If you answered “No”, type N/A: | | - | 5. | Preservation Office (SHPO) of the New York State Office of Parks, Recreation and Historic Preservation in accordance | - | - | - | - | - | - | - | - | RUPCO to complete. | | - | - | with Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law. ESD staff will advise you | - | - | - | - | - | - | - | - | Mid-Hudson Momentum Fund Application Form | | - | - | what is necessary to undertake this review. | - | - | - | - | - | - | - | - | Page 10 of 14 | | - | - | Does the project involve any extensions or improvements to “public infrastructure” (e.g., | - | - | - | - | - | - | - | - | ----- End of picture text ----- | | - | - | publicly-supported roads, bridges, streetscapes, other transportation systems, water, sewers, Y) Yes @) No | - | - | - | - | - | - | - | - | - | | - | - | drainage systems, or other utilities)? | - | - | - | - | - | - | - | - | - | | - | - | If you answered “yes” to Question 6 above, the project must be reviewed by ESD to ensure that it is consistent with | - | - | - | - | - | - | - | - | - | | - | - | relevant criteria specified in the State Smart Growth Public Infrastructure Policy Act of 2010. ESD staff will advise you | - | - | - | - | - | - | - | - | - | | - | - | what is necessary to undertake this review. | - | - | - | - | - | - | - | - | - | | - | - | Section 6: Additional Information ‘ | - | - | - | - | - | - | - | - | - | | - | - | 1. | - | - | - | - | - | - | - | - | - |

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aseahe-ve NNN ends mii AC os 7 eM ME

A. Disclosure & Accountability

1. No Conflict of Interest:

Except as otherwise fully disclosed herein and accepted by the parties hereto, the Grantee/Recipient affirms under penalty of perjury that neither the Sponsoring Member(s) nor any Related Parties to Sponsoring Member(s) has any financial interest, direct or indirect, in the Grantee/Recipient or in any of the grantee/Recipient’s equity owners, or has received or will receive any financial benefit, either directly or indirectly, from the Grantee/Recipient or its Related Parties.

2. Good Standing: Except as otherwise fully disclosed herein and accepted by the parties hereto, the Grantee/Recipient affirms under penalty of perjury that:

(A) At no time during the past five years has the Grantee/Recipient or any of the Grantee/Recipient’s affiliates, principal owners or officers: (1) been debarred from entering into any government contract; (2) been found nonresponsible on any government contract; (3) been declared in default and/or terminated for cause of any government contract; (4) been determined to be ineligible to bid or propose on any contract; (5) been suspended from bidding or entering into any government contract; (6) received an overall unsatisfactory performance rating from any government agency on any contract; (7) been subject to any judgments, injunctions or liens including but not limited to, judgments based on taxes owed, fines and penalties assessed by any governmental agency, or elected official against Grantee/Recipient; (8) been investigated by any governmental agency including, but not limited to, federal, state and local regulatory agencies; (9) been convicted of a misdemeanor and/or found in violation of any administrative, statutory or regulatory provisions; (10) been the subject of any felony, misdemeanor, or administrative charges; (11) been subject to any sanctions imposed as a result ofjudicial or administrative[disciplinary] proceedings;[(12)][failed][to][file] any[federal,][state][or] city tax returns; (13) (to the extent the entity is a charity or not-for-profit organization) failed to file and all required forms with any government entity regulating the entity; (14) received a grant of immunity for any business-related conduct constituting a crime under local, State or Federal law; (15) agreed to a voluntary exclusion from bidding/contracting; (16) received a violation of State Labor Law deemed willful; (17) received a denial, decertification, revocation or forfeiture of Women's Business Enterprise, Minority Business Enterprise or Disadvantaged Business Enterprise status; (18) received a rejection of a low bid ona local, State or Federal contract for failure to meet statutory affirmative action or M/WBE requirements on a previously held contract; (19) received a consent order with the Mid-Hudson Momentum Fund Application Form Page 12 of 13 York State Department of Environmental Conservation or a Federal, State or local government enforcement determination involving a violation of Federal, State or local government laws; or (20) received an occupational Safety and Health Act citation and Notification of Penalty containing a violation classified as serious or willful;

• (B) At no time within the last seven years has the Grantee/Recipient or any of the Grantee/Recipient’s affiliates, principal owners or officers been involved in any bankruptcy proceeding (whether or not closed);

• (C) At no time within the last ten years has the Grantee/Recipient or any of the Grantee/Recipient’s Affiliates, principal owners or officers been convicted of a felony, and/or any crime related to truthfulness and/or business conduct; and

• (D) That neither the Grantee/Recipient nor any of the Grantee/Recipient’s Related Parties paid any third party or agent, either directly or indirectly, to aid in the securing of this Agreement.

3. Non-Discrimination and Utilization of Minority and Women-owned Business Enterprises The Grantee/Recipient understands that any funding awarded as a result of this application will be subject to the provisions of Article 15-A of the New York State Executive Law. The Grantee/Recipient agrees that it will comply with the

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provisions of Article 15- A of the New York State Executive Law and the rules and regulations promulgated thereunder, including, but not limited to, adopting to an Equal Employment Opportunity policy applicable to the project and exercising good faith efforts to achieve any goal for the utilization of Minority and Women-owned Business Enterprises that may be established for the project.

The applicant understands and agrees that a MWBE participation goal will be assigned and failure to meet the assigned goal(s) will result in a reduction of ESD grant.

4. Funds used solely for public purpose The Grantee/Recipient affirms under penalty of perjury that all funds to be expended pursuant to the terms of a grant to be awarded in accordance with the terms of the accompanying application are to be used solely and directly for the public purpose or public purposes specified in the accompanying application. The Grantee/Recipient further swears and affirms that all such funds wil! be used solely in the manner described in the application.

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5. Definitions (1) “Affiliate” means any person or entity that directly or indirectly controls or is controlled by or is under common control or ownership with the specified party. (2) “Grantee” or “Recipient” means the party or parties designated to receive funds pursuant to a Member Initiative Form, or their employees and Affiliates. (3) “Related Party” means: (i) the party’s spouse, (ii) natural or adopted descendants of the party or of the spouse, (iii) any sibling of the party or of the spouse, (iv) the son-in-law, daughter-in-law, brother-in-law, sister-in-law, father-in-law, or mother-in-law of any of the foregoing, (v) any person sharing the home of any of the foregoing, (vi) any staff member, employee, director, officer or agent of the party, and (vii) Affiliates or subcontractors of the party. (4) “Sponsoring Member(s)” means the sponsoring Assemblyman or State Senator as identified by the Member Initiative Form and listed herein, or in the event no such specific Assemblyman or Senator is identified on the Member Initiative Form, it shall be the local Assemblyman and State Senator as listed herein. In addition, “Sponsoring Member(s)” shall include the Governor when appropriate as listed herein. “
6. Disclosure (upload additional sheets, if necessary) (A) Conflict of interest (see “7A-1") — if no:conflict of interest, please indicate “none” below. - None. (B) Good Standing (see “7B-2 (A)-(D)”) — if no good standing violations, please indicate “none” below. - None. Mid-Hudson Momentum Fund Application Form Page 12 of 14 ----- End of picture text -----

B. Certification of Applicant and Recipient

The undersigned does/do solemnly affirm that to the best of my/our knowledge, information and belief, all statements in this Application, including all schedules, appendices and additional information submitted in connection herewith, are true and accurate.

i/we hereby authorize ESD to order credit reports or other financial background information on the Company, and any individual or entity proposed as a guarantor, as may be necessary to provide the assistance requested.

The undersigned: recognizes that this Certification is submitted for the express purpose of assisting the State of New York or its agencies and political subdivisions to make a determination regarding the award of a contract or approval of a subcontract; acknowledges that the State of New York or its agencies and political subdivisions may in its discretion, by means which it chooses, verify the truth and accuracy of all statements made herein; acknowledges that intentional submission of false or misleading information may constitute a felony under Penal Law Section 210.40 or a misdemeanor under Penal Law Section 210.45, and may also be punishable by a fine or up to $10,000 or imprisonment of up to five years under 18 U.S.C. Section 1001; and states that the information submitted in this Certification and any attached pages is true, accurate and complete.

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[] Applicant acknowledges they have reviewed the Mid-Hudson Momentum Guidelines and understand eligibility, selection criteria, grant amounts and the required 50% match. ----- End of picture text -----

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Applicant Signature: ----- End of picture text -----

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Print Name: Title: Beneficiary/Recipient Signature: Ip Date: 4 Print Name: Title: ----- End of picture text -----

Note: The Mid-Hudson Momentum Fund is fegislatively sponsored, and Section 7 above must be filled out completely and signed.

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Please review the following list of documents that are required upon submitting your application. Once you submit the application, you will receive an email with links to upload the documents requested below.

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