Troy Capital Resource Corporation

Chair Board Members Heidi Knoblauch Tina Urzan Susan Farrell Vice Chair Elbert Watson Paul Carroll Hon. Anasha Cummings Hon. Coleen Murtagh Paratore Executive Director BOARD OF DIRECTORS MEETING Steven Strichman Bill Strang July 28, 2019 Rich Nolan Jr. 10:00 a.m. Planning Department Conference Room City Hall AGENDA I. Approval of Minutes from the June 28, 2019 II. Authorizing Resolution and ACM Grant Agreement III. Art Center Application IV. Executive Director’s Report V. Financials VI. New Business VII. Old Business VIII. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  June 28, 2019 10:00 AM Regular Board Meeting Present: Heidi Knoblauch, Steve Strichman, Hon. Anasha Cummings, Sue Farrell, Elbert Watson and Rich Nolan Absent: Bill Strang, Tina Urzan, Paul Carroll and Hon. Coleen Paratore Also in attendance: MaryEllen Flores, Deanna Dal Pos, Luke Nathan and Denee Zeigler. D The CRC meeting was called to order at 10:10 a.m. I. Financials R Ms. Flores presented the financials to the board members. She advised that there is $417,000 in assets and $417,000 in equity. For the month of March there was a $374 deficit. T Susan Farrell made a motion to accept the CRC financials are AF presented. Hon. Anasha Cummings seconded the motion, motion carried. II. Minutes The board reviewed the minutes from the May 29, 2019 board meeting. Elbert Watson made a motion to approve the May 29, 2019 board meeting minutes. Susan Farrell seconded the motion, motion carried. III. King Fuels Cleanup Mr. Strichman talked to the board about the King Fuels cleanup that has been mentioned in the past and advised they are ready to seek funding for the hazardous waste cleanup that needs to take place in order for National Grid to go in and do their remediation of the site. He advised that the LDC did cleanup of non-hazardous materials and then bid out for a cleanup of the site for the remaining hazardous materials. Mr. Strichman noted that the received a range of bids back and are ready to move forward. He noted that the CRC received an application from the LDC for a $100,000 grant and the IDA received a request for funding in the amount of $300,000. Mr. Strichman noted the LDC will be paying $100.000 and be applying to National Grid for a grant to assist with the cleanup costs. 1  The IDA will hold a public hearing in July regarding the cleanup. Mr. Cummings asked if the cleanup will be completed by next year. Mr. Strichman advised the LDC’s portion of the cleanup will be completed in about 10 weeks and then the site will be ready for National Grid to come in and do the remediation next year. Mr. Cummings asked about previous funds that were received in the past for the site. Mr. Strichman advised that most of that funding was used to take down buildings on the site, some cleanup and was funded a grant program. He added that National Grid is using their funding for the remediation of the site. The chair explained that all three boards will be working together within their guidelines to fund the site cleanup in order for National Grid to complete their remediation. Mr. Nolan asked about the application. Mr. Strichman noted that staff and legal counsel worked on the application together. Mr. Strichman noted that no action is required at this time, but the application has been circulated for board review. IV. Old Business CRC Application- The chair reminded the board members that a draft version of the application was sent around and discussed at the last meeting. They will take a look at comments and work towards approving it at the next meeting. V. D Adjournment With no other items to discuss, the regular board meeting of the CRC was adjourned at 10:24 a.m. R Hon. Anasha Cummings made a motion to adjourn the CRC regular board meeting at 10:24 a.m. Susan Farrell seconded the motion, motion carried. T AF 2  AUTHORIZING RESOLUTION TROY LOCAL DEVELOPMENT CORPORATION KING FUELS ASBESTOS CLEAN UP A regular meeting of the City of Troy Capital Resource Corporation was convened on July 19, 2019, at 10:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. _______ RESOLUTION OF THE CITY OF TROY CAPITAL RESOURCE CORPORATION AUTHORIZING (i) THE ISSUANCE OF A $100,000 GRANT TO TROY LOCAL DEVELOPMENT CORPORATION FOR A PROJECT (AS DEFINED HEREIN) AND (ii) THE EXECUTION AND DELIVERY OF A GRANT AGREEMENT AND RELATED DOCUMENTS. WHEREAS, pursuant to Sections 402 and 1411 of the Not-For-Profit Corporation Law (“N-PCL”) of the State of New York, the City of Troy Capital Resource Corporation (“CRC”) was established as a domestic, not-for-profit local development corporation pursuant to a Certificate of Incorporation filed on November 20, 2009 (the “Certificate”) to undertake certain charitable and public purposes, among other things, including relieving and reducing unemployment, promoting and providing for additional and maximum employment, bettering and maintaining job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, carrying on scientific research for the purpose of aiding the City of Troy, New York (the “City”) by attracting new industry to the City or by encouraging the development of, or retention of, an industry in the City, and lessening the burdens of government and acting in the public interest; and WHEREAS, pursuant to the N-PCL and the Certificate, the CRC has established a Community and Economic Development funding program (the “CRC Program”) whereby the CRC provides funding to certain projects, programs and organizations to undertake community and economic development programs within the City; and WHEREAS, The Troy Local Development Corporation (TLDC) has applied to CRC for grant assistance to cover roughly one-fifth of the cleanup of hazardous materials at the King Fuels Site in South Troy (the project), for the scope defined in the attached proposal; and WHEREAS, in furtherance of the Project, CRC desires to award a grant to the LDC in the amount of $100,000 (the “Grant”), the provision of such Grant being consistent with the N- PCL and the Certificate; and WHEREAS, the CRC desires to authorize the Grant and execution of related Grant Agreement.  NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE CITY OF TROY CAPITAL RESOURCE CORPORATION AS FOLLOWS: Section 1. The Corporation hereby authorizes the provision of the Grant to the LDC in furtherance of the Project. The Chairman, Vice Chairman and/or the Chief Executive Officer of the Corporation are hereby authorized, on behalf of the Corporation, to execute and deliver a Grant Agreement, along with related documents (collectively, the “Documents”), in such form as prepared and approved by counsel to the Corporation and as approved by the Chairman, Vice Chairman and/or the Chief Executive Officer. Section 2. The Secretary or Assistant Secretary of the Corporation are hereby authorized, where appropriate, to affix the seal of the Corporation to the Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman and/or Chief Executive Officer of the Corporation shall approve, and the execution thereof by the Chairman, Vice Chairman and/or Chief Executive Officer of the Corporation to constitute conclusive evidence of such approval. Section 3. The officers, employees and agents of the Corporation are hereby authorized and directed for and in the name and on behalf of the Corporation to do all acts and things required and to execute and deliver all such checks, certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the LDC with all of the terms, covenants and provisions of the documents executed for and on behalf of the LDC. Section 4. This Resolution shall take effect immediately. The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows: The Resolution was thereupon duly adopted. STATE OF NEW YORK ) COUNTY OF RENSSELAER ) ss.: I, the undersigned Secretary of the City of Troy Capital Resource Corporation, DO HEREBY CERTIFY: That I have compared the annexed extract of minutes of the meeting of the City of Troy Capital Resource Corporation (the “Corporation”), including the resolution contained therein, held on July 19, 2019 with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Corporation and of such resolution set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. 2  I FURTHER CERTIFY, that all members of said Corporation had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FURTHER CERTIFY, that there was a quorum of the members of the Corporation present throughout said meeting. I FURTHER CERTIFY, that as of the date hereof, the attached resolution is in full force and effect and has not been amended, repealed or modified. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Corporation this __ day of July, 2019. Secretary [SEAL] 3  CITY OF TROY CAPITAL RESOURCE CORPORATION COMMUNITY AND ECONOMIC DEVELOPMENT FUNDING AGREEMENT THIS COMMUNITY AND ECONOMIC DEVELOPMENT FUNDING AGREEMENT (hereinafter, the “Agreement”) is dated as of the __ day of ______2019 and entered into by and between CITY OF TROY CAPITAL RESOURCE CORPORATION (herein, the “CRC”), a not-for-profit local development corporation having an address of 433 River Street, 5th Floor, Troy, New York 12180 and TROY LOCAL DEVELOPMENT CORPORATION (TLDC), a not-for-profit corporation having an address of 433 River Street, Troy, NY 12180. WITNESSETH: WHEREAS, pursuant to Sections 402 and 1411 of the Not-For-Profit Corporation Law (“N-PCL”) of the State of New York, the CRC was established as a domestic, not- for-profit local development corporation pursuant to a Certificate of Incorporation filed on November 20, 2009 (the “Certificate”) to undertake certain charitable and public purposes, among other things, including relieving and reducing unemployment, promoting and providing for additional and maximum employment, bettering and maintaining job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, carrying on scientific research for the purpose of aiding the City of Troy, New York (the “City”) by attracting new industry to the City or by encouraging the development of, or retention of, an industry in the City, and lessening the burdens of government and acting in the public interest; and WHEREAS, pursuant to the N-PCL and the Certificate, the CRC has established a Community and Economic Development funding program (the “CRC Program”) whereby the CRC provides funding to certain projects, programs and organizations to undertake community and economic development programs within the City; and WHEREAS, the TLDC has applied to CRC for grant assistance to cover one-fifth of contractor ERSI’s cost for cleanup of hazardous materials at the King Fuels Site with the scope defined in the attached proposal and generally consisting of a defined scope including the decontamination of, and removal of asbestos contaminated materials to a secure hazardous material landfill, (collectively, the “Project”); and WHEREAS, in furtherance of the Project, CRC desires to award a grant to the TLDC in the amount of $100,000 (the “Grant”), the provision of such Grant being consistent with the N-PCL and the Certificate; and WHEREAS, pursuant to a CRC authorizing resolution adopted July 19, 2019, the CRC desires to provide the TLDC with the Grant, as further defined herein in furtherance of the Project and in accordance with the terms and conditions set forth within this Agreement.  ARTICLE I SCOPE OF WORK SCOPE OF WORK TO BE UNDERTAKEN BY THE TLDC. In exchange for the Grant, the TLDC will undertake the following Scope of Work: See, Project Scope of Work attached hereto in Exhibit A. ARTICLE II GRANT FUNDING TO BE PROVIDED BY THE CRC Grant Amount; Disbursement Provisions In consideration of the Scope of Work to be undertaken by the TLDC as described in Section One above, the CRC hereby agrees to provide the TLDC with a Total of $100,000. The Grant will be disbursed in full by CRC upon receipt of an invoice copy to the TLDC for costs incurred in completing the Scope of Work in an amount of at least $100,000. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY OF TROY CAPITAL RESOURCE CORPORATION By ______________________ Name: Heidi Knoblauch Title: Chair The District Foundation of the Downtown Troy Business Improvement District Inc. (TLDC) By_____________________ Name: Steven Strichman Title: Executive Director EXHIBIT A