WHEREAS, pursuant to the amendment of Subdivision 1 of Section 9 of Article 1 of the
New York State Constitution, New York authorized up to seven facilities for casino gambling,
WHEREAS, pursuant to the Upstate New York Gaming Economic Development Act
(Chapters 174 and 175 of the Laws of 2013) the process for siting of destination gaming resorts
is established, and;
WHEREAS, pursuant to Article 13 of New York’s Racing, Pari -Mutual Wagering and
Breeding Law, New York has authorized at least one facility in each of three regions; Capital,
Catskills/Hudson Valley, and Eastern Southern Tier, and;
WHEREAS, in March 2014, the Request for Applications was released by New York State,
WHEREAS, Developer has submitted an application to the New York State Gaming
Commission (“Commission”) for a casino gaming facility (“the Project”) in the Town of East
Greenbush, New York (“East Greenbush”), and;
WHEREAS, the City of Albany (the “City”) has reviewed this Project (the “Review”), and;
WHEREAS, the City faces substantial economic challenges, including high
unemployment, high poverty rates, budgetary constraints and other impediments to economic
investment; and
WHEREAS, this agreement furthers the goals Governor Cuomo’s Upstate NY Gaming
Economic Development Act by utilizing private dollars to attract further investment in a major
Upstate city, spur additional private sector job growth and increase economic activity; and
WHEREAS, based upon its Review, the commitments and promises set forth by the
Developer herein, and the commitments, the City has determined that the Project would have a
net positive impact on the City and the region;


NOW THEREFORE, for valuable consideration, the sufficiency and receipt of which are
hereby acknowledged by the Parties, and in consideration of the mutual promises and
covenants contained herein, the Parties agree as follows:
1. Upfront Payment of $1 Million for a Community Development Grant plus
Reimbursement of Consulting and Legal Fees. Within thirty (30) days of the Commission’s
award of the Gaming License to Developer, Developer shall pay to the Capitalize Albany
Corporation one million dollars ($1,000,000), to support economic development initiatives that
create, retain and attract business and create jobs within the City of Albany. In addition, within
thirty (30) days of the effective date of this agreement, Developer shall reimburse the City as
previously agreed to for consultants and legal advisors, providing services related to or arising
from the City’s review of the Project (“Project Review”). Developer’s payment for Project
Review fees shall be reduced by the amount of any previous payments by Developer to the City
for this purpose.

2. Annual Payments. Commencing thirty (30) days after the opening of the Project to
the public (i.e., the date on which Developer begins to collect revenue under the terms of the
Gaming License) (the “Grand Opening”) and on the anniversary of each year following the
Grand Opening and for a period of 10 years, Developer shall pay to Capitalize Albany
Corporation one million dollars ($1,000,000).

3. Workforce Development

a. Project Construction
(i) Developer will work in a good faith, legal and non-discriminatory manner with
the Project’s construction manager to give equal treatment to qualified City residents (second
only to residents of East Greenbush) for contracting, subcontracting and servicing opportunities
in the construction of the Project. Prior to hiring/retaining contractors, subcontractors or
servicers in connection with construction of the Project, Developer shall advertise and hold at
least two vendor fairs for City residents and businesses at venues to be approved by the City, in
the City, at which it will publicize its construction needs and explain to attendees the process by
which they may seek to be hired or retained in connection with construction of the Project.
(ii) Developer intends for the Project to be constructed using union labor and has
entered into project labor agreements with the Greater Capital Region Building and
Construction Trades and the AFL-CIO and its affiliated local unions. Developer’s construction
manager will develop a roster where City residents, who are members of the various
construction unions working on the Project, can express their interest in working on the


Project. The construction manager will then review and consider the individuals on the roster
prior to filling any openings and encourage the project contractors to hire such individuals if
they are qualified. To the extent permitted by law, the Developer will instruct subcontractors
and vendors to utilize union labor from local chapters located in the region.
b. Project Operation
(i) Prior to beginning the process of hiring employees (other than internally
transferred employees of Developer and its operating partners) for the Project, Developer shall
advertise and hold at least two job fairs for City residents at venues to be approved by the City,
similar to the job fair previously held in East Greenbush on August 19, 2014 at which it will
publicize its hiring needs and explain to attendees the process by which they may seek to be
hired in connection with the Project.
(ii) Developer will provide outreach services to economically isolated residents,
those on disability benefits and residents in disadvantaged areas in the City with a focus on the
unemployed and underemployed, as well as minority, women and veteran recruitment, to
encourage City residents to apply for employment available at the Project.
(iii) Subject to its obligations to East Greenbush, Developer shall use its best,
commercially reasonable efforts to ensure that no fewer than 25 percent (25%) of positions at
the Project are filled by City residents. In pursuit of this goal, Developer shall identify and work
with employment assistance entities and programs, such as the Trinity Alliance of the Capital
(iv) Developer will sponsor a new scholarship for the casino and gaming program at
Schenectady County Community College’s Albany location for City residents.
(v) Developer will support job training programs at the future Capital South Campus
(vi) Developer will provide free employee transportation from designated locations
within the City to the casino.
4. Support of City Businesses
a. Annual Purchase of Goods and Services
On an annual basis, and subject to its obligations to East Greenbush Developer shall use
its best-faith, commercially reasonable efforts to purchase at least $5 Million Dollars
($5,000,000) in goods and services from vendors with a principal place of business in the City,
provided that such goods and services as are required for the Project are available at
competitive pricing and of sufficient quality to meet the needs of the Project. Such efforts shall
include actively soliciting bids from City vendors through local advertisements, coordination


with the Albany-Colonie Regional Chamber of Commerce and such other reasonable measures
as the City may from time to time request. The Project Sponsor shall also work with the City to
hold vendor fairs that provide City businesses with information concerning the opportunities
for and process of providing goods and services to the Project. The City, in coordination with
the Albany-Colonie Regional Chamber of Commerce and other similarly situated organizations
shall make reasonable efforts to encourage City businesses to attend the events in section b(i).
b. Annual Purchase of Gift Certificates/Gift Cards
Developer agrees that it will annually purchase and issue at least Fifty Thousand Dollars
($50,000) in vouchers and/or gift certificates to City businesses as part of its rewards, frequent
guest, loyalty and/or similar programs.
c. Cross-Marketing of City Businesses and Attractions
(i) Developer will collaborate with the City’s economic development team and the
Albany-Colonie Chamber of Commerce to promote and cross-market City shops, restaurants
and attractions. Developer will provide space in a prominent location of its choosing (in
consultation with the City) within the Project for a booth or kiosk to provide patrons of the
Project with information regarding area attractions and businesses. Such booth or kiosk shall
have comparable quality and finishes to other interior features of the Project and shall be of
sufficient size and area to provide adequate space and visibility for such purposes.
(ii) Developer will contribute to the marketing fund for the Albany Convention
Center Authority and will actively promote the Convention Center in its promotional materials
and work cooperatively with the Convention Center Authority to cross-promote the Convention
Center once it is completed.
(iii)Developer will provide and promote transportation for patrons between the
Project and the Convention Center and hotels in the City.
(iv)Developer will offer patrons points that are redeemable at restaurants and
entertainment venues in the City through its rewards, frequent guest, loyalty and/or similar
(v) Developer will form a cooperative booking relationship with hotels in the City
and will prioritize, second only to hotels in East Greenbush purchase of rooms in and referrals
to hotels in the City when the Project hotel is fully booked.
5. Reporting and Monitoring
Developer shall monitor and, at least annually, report to the City regarding its
compliance with Sections 3 and 4 hereof. Such report shall include information regarding
Developer’s efforts to meet the targets set in said sections and the results of said efforts in the


preceding year. If Developer was unable to meet said targets, the report shall identify any
efforts Developer intends to undertake to meet such targets in the ensuing year.
6. Commitment to Responsible Gaming
Developer recognizes that, while gaming is an enjoyable leisure and entertaining activity
for most, there is a small percentage of the population that cannot game responsibly.
Therefore, Developer shall implement a Responsible Gaming Plan for the Project, the goal of
which will be to provide help to persons who cannot game responsibly and educate persons
who can game responsibly as to the importance of gaming responsibly. Developer will
accomplish the responsible gaming goals by: (i) educating its employees and providing
information to patrons about the odds of games and how to make responsible gaming
decisions; (ii) promoting responsible gaming in daily operations; and (iii) supporting public
awareness of responsible gaming. Attached hereto as Exhibit A is a copy of Developer’s
Responsible Gaming Plan, as submitted with its application for a gaming license to the

7. Assignment. This Agreement may not be assigned or transferred by either Party
without the prior written consent of the other Party; provided, however: (i) Developer may
assign this Agreement to an acquirer of all, or substantially all, of its assets or equity interests;
and (ii) Developer may assign this Agreement to any affiliate so long as such assignment does
not relieve Developer of any obligation hereunder.

8. Term and Termination. This Agreement shall continue for as long as the Project is in
operation as a gaming facility.

9. Entire Agreement. This Agreement contains all of the terms, promises, conditions
and representations, made or entered into by and among the Parties, supersedes all prior
discussions, agreements and memos, whether written or oral between and among the Parties,
and constitutes the entire understanding of the Parties and shall be subject to modification or
change only in writing and signed by all Parties.

10. Compliance with Laws. The Parties shall perform all of their respective obligations
under the Agreement in compliance with all applicable laws, ordinances, regulations, or codes.
This Agreement shall be governed by, and construed according to, the laws of the State of New
York, without regard to any choice of law provisions thereof which would require application of
the laws of another jurisdiction.


11. Execution in Counterparts. This Agreement may be signed upon any number of
counterparts with the same effect as if the signatures on all counterparts are upon the same

12. Severability; Captions. In the event that any clause or provision of this Agreement
should be held to be void, voidable, illegal, or unenforceable, the remaining portions of this
Agreement shall remain in full force and effect. Headings or captions in this Agreement are
added as a matter of convenience only and in no way define, limit or otherwise affect the
construction or interpretation of this Agreement.

13. Interpretation. This Agreement shall be given a fair and reasonable interpretation of
the words contained in it without any weight being given to whether a provision was drafted by
one Party or its counsel.

14. Authority. Each Party represents and warrants to the other Parties that it has full
power and authority to make this Agreement and to perform its obligations hereunder and that
the person signing this Agreement on its behalf has the authority to sign and to bind that Party.

15. Notices. Notices permitted or required to be given under this Agreement shall be
in writing and shall be delivered by hand, by certified mail, or by reputable overnight courier.
Notices shall be deemed given upon receipt or the failure to accept delivery.
a. Notice to the City
Notices sent to the City shall be sent to the Mayor of the City of Albany, City Hall, 24
Eagle Street, Room 102, Albany, NY 12207, Phone: (518) 434-5100, with a copy to the
Corporation Counsel of the City of Albany, 24 Eagle Street, Room 106, City Hall, Albany, NY
12207, Phone: (518) 434-5050, and to Jonathan M. Silverstein, Kopelman and Paige, P.C., 101
Arch Street, 12th Floor, Boston, MA 02110, Phone: (617) 556-0007.
b. Notice to Developer
Notices sent to the Developer shall be sent to Michael Vild, 342 Jefferson Street,
Saratoga Springs, New York, phone (518) 581-5761.


City: Developer:
City of Albany, NY Saratoga Harness Racing, Inc.

By: _______________________________ By: _________________________________
Its: Mayor Its: _________________________________
Dated: ____________________________ Dated: ______________________________

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