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Troy Industrial Development Authority

Regular Meeting

Troy, NY · January 9, 2015

AgendaMinutes

Minutes

City of Troy Industrial Development Authority January 9, 2015 10:30 AM Meeting Minutes Present: Kevin O’Bryan, Bill Dunne, Lou Anthony, Paul Carroll, Tina Urzan, Hon. Dean Bodnar, Lisa Kyer and Hon. Robert Doherty Absent: Steve Bouchey Also in attendance: Justin Miller, Monica Kurzejeski, Selena Skiba, Ken Crowe and Denee Zeigler The Chairman called the meeting to order at 10:35 a.m. I. Minutes from the December 12, 2014 board meeting The board reviewed the minutes from the December 12, 2014 board meeting. Paul Carroll made a motion to approve the minutes for December 12, 2014. Hon. Bob Doherty seconded the motion, motion carried. II. Annual Business Bill Dunne advised that there a few items that have to be discussed as part as annual business. Mr. Dunne advised that the first item is board member training. He advised that everyone here has completed the training. Mr. Doherty questioned if his training certificate was received. Mr. Dunne advised yes. The chairman advised he needs to take the training. Mr. Miller advised he has one year from his appointment date to complete. Mr. Dunne asked that the board member evaluations be completed and returned to Denee Zeigler by March 1st. Denee Zeigler advised that they are confidential, no need to sign. Mr. Miller advised that a summary of all of the collected forms is what is sent into the ABO. Mr. Dunne advised to fill out the evaluation base on your experience and if there are issues we will review them as a board. Mr. Miller agreed and advised that if there are areas of improvement, we can work to improve them. The third item is the Annual Disclosure Statement. Mr. Dunne asked that if the board members have already filled them out for another board/council that they are a part of, please let staff know so that we can check you off the list. The last item due by March 31, 2015 is the PARIS report. Mr. Dunne advised the annual audit by BST will also be done in the next few months. He suggested to move the March meeting date be moved from the 12th to the 20th in order to allow additional time for the auditors. The chairman advised that he would like the board pay special attention to the details and contents of the PARIS report 1 and audit. Mr. Doherty advised that he will be out of town both Fridays mentioned. The chairman advised we can make arrangements to go over it with him. Hon. Dean Bodnar made a motion to move the March meeting from the 13th to the 20th. Lou Anthony seconded the motion, motion carried. III. Board Member vacancy Mr. Dunne advised that Mary O’Neil is no longer employed by the Troy School District and we will be getting a new representative in the near future. Mr. Dunne will contact the superintendent of the Troy School District to find out who the replacement will be. IV. Financials Selena Skiba advised that there are no year-end financials to go over at this time. Mrs. Skiba advised they are waiting to collect some outstanding bills before closing out the year. Mr. Dunne asked about the status of IBT. Mrs. Skiba advised that nothing has changed. Mr. Dunne advised that they have not paid since August. Mr. Miller advised he will review their account and see if formal action is required for February. V. Executive Session Mr. Dunne advised there is a pending litigation item related to the Mlock site that needs to be discussed. Paul Carroll made a motion to move to executive session in order to discuss pending litigation. Lou Anthony seconded the motion, motion carried. Tina Urzan made a motion to adjourn executive session with no action taken. Hon. Bob Doherty seconded the motion, motion carried. VI. Mlock site – Ingalls Avenue Project Mr. Miller read the resolution to the board and explained that the IDA has been looking to acquire the property on President Street between Ingalls Ave and Middleburgh Ave for some time. Mr. Miller advised that after negotiations with the owner, we have negotiated an easement agreement, option agreement and a settlement agreement relating to the acquisition through eminent domain proceedings. The easement agreement will allow us to undertake activities on the 50 foot easement on the waterfront portion of the parcel with a two year option to buy the remainder of the land. (See attached Resolution 01/15 #1) Paul Carroll made a motion to approve the resolution authorizing the settlement of acquisition terms of the Mlock property. 2 Tina Urzan seconded the motion, motion carried. VII. Project Updates Bob Doherty questioned the status of Columbia Development’s project and the neighborhood properties they wanted to purchase. Mr. Miller advised that they have issued a Sales Tax Exemption letter and have purchased the properties. They have not had the closing yet, but anticipate it towards the end of February. Mr. Miller also advised that they will be having a closing Proctor’s around the same time. Mr. Dunne explained they had some staff changes that could attribute to the delay. Mr. Dunne gave a project update for 548 Campbell Ave. He advised that they are waiting to hear back from Gordon Development regarding their project. Mr. Dunne explained that they may have to come back to us with project changes due to the outcomes of FEMA and DEC. He added that they will have to go back through the planning process with suggested changes to the site plan and then present to us a new project proposal. Mr. Dunne spoke about the HVCC student housing project, The Ironworks. They have submitted documentation for the project and we will be working with them on the PILOT. The board had a general discussion on the background of the project. Mr. Doherty asked about the Vecino Group project because they were tabled at the last meeting. Mr. Miller advised they will be coming back to us next month with a new application. The board asked if their project is still moving forward. The chairman advised yes. VIII. Adjournment The IDA portion of the meeting was adjourned at 11:35 p.m. Hon. Dean Bodnar made the motion to adjourn the IDA portion of the meeting. Tina Urzan seconded the motion, motion carried. 3 RESOLUTION (Ingalls Avenue Project – Authorizing Settlement and Acquisition of Easement and Option) A regular meeting of the Troy Industrial Development Authority was convened in public session on January 9, 2015, at 10:30 a.m. at 433 River Street, Troy, New York 12180. The meeting was called to order by the Chairman and, upon roll being called, the following members of the Troy Industrial Development Authority were: MEMBER PRESENT ABSENT Kevin O’Bryan X Hon. Dean Bodnar X Hon. Robert Doherty X Steve Bouchey X Louis Anthony X Paul Carroll X Lisa Kyer X Tina Urzan X The following persons were ALSO PRESENT: Justin Miller, Monica Kurzejeski, Selena Skiba, Ken Crowe and Denee Zeigler After the meeting had been duly called to order, the Chairman announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to a proposed project located in the vicinity of Ingalls Avenue. On motion duly made by Paul Carroll and seconded by Tina Urzan, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Kevin O’Bryan X Hon. Dean Bodnar X Hon. Robert Doherty X Steve Bouchey X Louis Anthony X Paul Carroll X Lisa Kyer X Tina Urzan X Resolution No. 01/15 #1 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AUTHORIZING THE SETTLEMENT OF ACQUISITION TERMS RELATING TO CERTAIN REAL PROPERTY IN THE AREA OF PRESIDENT STREET (BETWEEN MIDDLEBURG STREET AND INGALLS AVENUE) AND THE ACQUISITION OF AN EASEMENT AND OPTION RELATING TO SAME WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping industrial, manufacturing and commercial facilities within the City of Troy, Rensselaer County, New York (the “City”) as authorized by the Act; and WHEREAS, by resolution adopted August 15, 2015 (the “Resolution”), the Authority previously adopted certain Determinations and Findings (the “Findings”) pursuant to the Eminent Domain Procedures Law (“EDPL”) to acquire approximately 2.6 acres located along the Hudson River on President Street (between Middleburg Street and Ingalls Avenue) in the City and identifiable by the following section, block and lot number: 90.70-1-7 (collectively, the “Parcel”), all in connection with the undertaking by the Authority of a certain project (the “Project”, as defined within the Resolution); and WHEREAS, in furtherance of accomplishing several of the goals of the Project, and (i) as a means of timely securing waterfront rights on the Parcel, and (ii) settlement of action commenced by the parcel owner pursuant to EDPL Section 207 (Mlock v. Troy Industrial Development Authority, A.D. 3D, Docket No. 519725, and herein, the “207 Proceeding”), the Authority and owner have proposed to resolve the matter through the execution and delivery of a certain Easement Agreement, an Option Agreement and a Settlement Agreement (the “Agreements”); and WHEREAS, the Authority desires to authorize the execution and delivery of the Agreements, along with the acquisition of a waterfront easement over the Parcel (as delineated within the Easement Agreement) and an exclusive option to acquire the Parcel (as outlined within the Option Agreement). NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. Subject to the Company executing the Agreements, the Authority hereby authorizes the execution and delivery of the Agreements, along with the acquisition of a waterfront easement over the Parcel (as delineated within the Easement Agreement) and an option on the Parcel (as outlined within the Option Agreement). Subject to and upon execution and delivery of the Agreements, the Authority hereby rescinds the Findings. The Authority -2- hereby further authorizes the expenditure of funds as set forth within the Agreements for said purposes and in furtherance of the foregoing. Section 2. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive Officer of the Authority are hereby authorized, on behalf of the Authority, to execute and deliver the Agreements in substantially the forms set before this meeting, with such changes and revisions as may be approved by such officers and counsel to the Authority. Section 3. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 4. This Resolution shall take effect immediately. -3-

Agenda

Chairman Troy Kevin O’Bryan Industrial Development Authority Vice-Chair Steve Bouchey BOARD OF DIRECTORS MEETING Board Members January 9, 2015 10:30 a.m. Hon. Dean Bodnar Planning Department Conference Mr. Paul Carroll Room Hon. Robert Doherty City Hall Louis Anthony Mary O’Neill Lisa Kyer AGENDA Tina Urzan I. Approval of Minutes from the December 12, 2014 board meeting. II. Annual Business Items  Board Member Evaluations  Disclosure Statements  Board Member Training  PARIS reporting III. Mlock Property (Bill) IV. Lab Corp (Bill) V. Financials (Selena/Joe) VI. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166 City of Troy Industrial Development Authority December 12, 2014 10:30 AM Meeting Minutes Present: Kevin O’Bryan, Bill Dunne, Lou Anthony, Paul Carroll, Steve Bouchey, Tina Urzan, Hon. Dean Bodnar, Mary O’Neill, and Hon. Robert Doherty Absent: Lisa Kyer Also in attendance: Justin Miller, Monica Kurzejeski, Jennica Petrik-Huff, Jeanette Nicholson, Selena Skiba and Denee Zeigler The Chairman called the meeting to order at 10:30 a.m. I. Minutes from the November 14, 2014 board meeting The chairman suggested the board take some additional time to review the section of minutes regarding the allocation of funds to the City for $150,000 for staff expenses. Hon. Dean Bodnar made a motion to approve the minutes for November 14, 2014. Paul Carroll seconded the motion, motion carried. II. New application for Vecino Group Bill Dunne advised that there is not a new application at this time for Vecino Group’s project at 444 River Street. Mr. Dunne advised that the project will still be moving forward with some possible changes. They will submit an application after speaking with the current owners of the building, the TLDC. Paul Carroll made a motion to table the new application from Vecino Group. Mary O’Neil seconded the motion, motion carried. III. Initial Project Resolution - Omni Development MLK Revitalization Mr. Dunne spoke about the initial project resolution in front of them from Omni Development for the revitalization project at the Martin Luther King Apartments. Mr. Dunne advised that this resolution is to move forward with their project and that we will continue discussions with them to come up with a benefit package. There is not a PILOT set up at this point. Mary O’Neil asked if, for future PILOTs, they could be set up to be easy to calculate. She added that the school district needs that information to calculate their tax cap and sometimes it can be difficult to budget for the next year. Mr. Dunne advised they are looking into a per unit model. Mr. Miller advised that most of them are set up this way, however, there may be one that is based on 1 rent. The chairman pointed out that they did an extensive presentation previously to the board. (See attached Initial Project Resolution 12/14 #1) Hon. Bob Doherty made a motion to approve the initial project resolution for Omni Housing Development – Martin Luther King LLC AND MLK TROY ASSOCIATES L.P. project. Paul Carroll seconded the motion, motion carried. IV. Community Builders, 599 River Street Mr. Dunne introduced Jennica Patrik-Huff to the board to talk about the Tapestry on the Hudson project at 599 River Street being done by Community Builders. Jennica Patrik-Huff advised that they are proposing 67 units of mixed income- family units; 7 market rate, 14 at 90% AMI and 18 at 60% AMI. The balance will be at 50% AMI or below. There will be a work out facility, community room an outdoor recreation area. Mr. Dunne asked if the application was submitted to Deptarment of Home and Community Renewal for housing tax credits. Ms. Patrik-Huff advised yes both state and federal as well as historic tax credits. Mr. Dunne advised that this building was recently added to the SHPO’s list of historic textile buildings. Mr. Dunne explained that TAP received a grant from the TLDC last year to assist them with an application to SHPO to have approximately five former textile buildings added to the national register, making them eligible for historic tax credits. Mr. Dunne asked if the are going to wait for the results of the application before the project moves forward. Ms. Petrik-Huff advised yes and they will know the results of the application in May/June. Mr. Dunne asked if they are going through the planning/zoning process. Ms. Petrik-Huff advised they have been in front of the planning commission and will be going back in January. The chariman asked about the number of units and Mr. Bouchey asked about the total project cost. Ms. Petrik-Huff advised $22 Million and 67 units. Mr. Bouchey asked if there were any plans for retail space. Ms. Petrik-Huff advised no plans for retail. Mr. Bouchey asked if they owned the parking lot. Ms. Petrik-Huff advised they own the parking lot around the building and has had conversations with their neighbor to possibly share the larger parking lot. Mr. Bouchey asked about rent amounts. Ms. Petrik-Huff explained 1-2 bedrooms and will be a range of $700-$800 for 1 bedroom and $900-$1055 for 2 bedroom. The board noted that is a good price for apartments overlooking the river. The chariman also noted there is still diligence to go on with this project, they are not done yet. Mr. Miller advised we will work to set up a PILOT agreement to coincide with the determination of the application to DHCR. Bob Doherty spoke about the success at their project at Monument Square Apartments and the treatment of the tenants. Ms. Patrik-Huff thanked the board and spoke a little about their previous project. Mr. Doherty asked about the housing tax credits and if they can be purchased by the public. Ms. Petrik-Huff explained that they are a not for profit organization that uses public or private syndication to help with the development of the units. For this project, they have a letter of interest for private syndication. The chairman clarified that the syndication becomes part of the capital structure for the project. (See attached Initial Project Resolution 12/14 #2) Hon. Dean Bodnar made the motion to approve the initial project resolution for 599 River Street Limited Partnership –Tapestry on the Hudson Project. 2 Paul Carroll seconded the motion, motion carried. V. Financials Selena Skiba went over the balance sheet with the board and noted that they will go over the accounts receivable in more detail on the last page. Mrs. Skiba noted a large amount to be paid out of accounts payable for the Riverfront Park Access project and two PILOT payments due to the City. Mrs. Skiba noted that the fees are about the same as last year. There is not much of a change in expenses. Legal fees are slightly higher than last year. Architectural and Engineering fees are higher this year due to the Riverfront Park Access project. The chairman asked how we calculate the allowance for doubtful accounts. Mrs. Skiba explained that it is based on a percentage of accounts that are expected to go bad based on payment history. Mrs. Skiba advised that there is still an issue with IBT. Mr. Miller advised that a letter was received that a partial payment was received. Mrs. Skiba advised they sent a payment for their loan for the City, not the IDA. Mr. Miller asked if they board wants to go through the default process with them. Mr. Bodnar noted they are four months behind with the IDA loan and we have a personal guarantee. He asked if we send a default letter is that for the past due amount or the full amount. Mr. Miller advised that it would be to bring the account current. Steve Bouchey made a motion to approve financials. Paul Carroll seconded the motion, motion carried. VI. Executive Session Mr. Dunne advised there are pending litigation and real estate items relating to the Ingalls Ave project that items that need to be discussed. Paul Carroll made a motion to move to executive session in order to discuss pending litigation. Steve Bouchey seconded the motion, motion carried. Hon. made a motion to adjourn executive session with no action taken. Paul Carroll seconded the motion, motion carried. VII. Adjournment The IDA portion of the meeting was adjourned at 10:58 p.m. Steve Bouchey made the motion to adjourn the IDA portion of the meeting. Paul Carroll seconded the motion, motion carried. 3 INITIAL PROJECT RESOLUTION (MLK Troy Associates L.P. –Martin Luther King Apartments Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on December 12, 2014, at 10:30 a.m., local time, at 433 River Street, Troy, New York 12180. The meeting was called to order by the Chairman and, upon roll being called, the following members of the Authority were: MEMBER PRESENT ABSENT Kevin O’Bryan X Hon. Dean Bodnar X Hon. Robert Doherty X Steve Bouchey X Louis Anthony X Paul Carroll X Mary O’Neill X Lisa Kyer X Tina Urzan X The following persons were ALSO PRESENT: Bill Dunne, Justin Miller, Monica Kurzejeski, Jennica Petrik-Huff, Jeanette Nicholson, Selena Skiba and Denee Zeigler After the meeting had been duly called to order, the Chairman announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to a proposed project for the benefit of MLK Troy Associates L.P.. On motion duly made by Hon. Robert Doherty and seconded by Paul Carroll, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Kevin O’Bryan X Hon. Dean Bodnar X Hon. Robert Doherty X Steve Bouchey X Louis Anthony X Paul Carroll X Mary O’Neill X Lisa Kyer X Tina Urzan X Page 1 of 5 Resolution No. 12/14 #1 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF OHD-MLK LLC AND MLK TROY ASSOCIATES L.P. (COLLECTIVELY, THE “COMPANY”) IN CONNECTION WITH A CERTAIN PROJECT (AS MORE FULLY DEFINED BELOW); (ii) AUTHORIZING THE SCHEDULING, NOTICE AND CONDUCT OF A PUBLIC HEARING WITH RESPECT TO THE PROJECT; AND (iii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED BY THE AUTHORITY WITH RESPECT TO THE PROJECT WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, OHD-MLK LLC AND MLK TROY ASSOCIATES L.P. (collectively, the “Company”), has requested the Authority’s assistance with a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a sub-leasehold or other interest in a certain parcel of real property owned by the Troy Housing Authority and located on Eddys Lane, Troy, New York 12180 (the “Land”, being comprised of all or portions of TMID No. 90.55-7-1) and the existing improvements located thereon, including various building structures and related improvements located thereon that contain 124 rental apartment units and related amenities (the “Existing Improvements”); (B) the demolition, renovation, reconstruction, refurbishing and equipping by the Company as agent of the Authority of the Existing Improvements to provide for approximately 83 residential apartment units, that, in accordance with the Internal Revenue Code of 1986, as amended (the “Code”) and applicable regulations promulgated by the United States Department of Housing and Urban Development (“HUD”) and New York State Housing Finance Agency (“HFA”) and/or Division of Housing and Community Renewal (“DHCR”), will be leased to households satisfying applicable median gross income restrictions, along with renovations to building structure, common areas, kitchen areas, laundry areas, heating systems, plumbing, roofs, elevators, windows, and other onsite and offsite parking, curbage and infrastructure improvements (collectively, the “Improvements”); (C) the acquisition of and installation in and around the Land, Existing Improvements and Improvements of certain machinery, fixtures, equipment and other items of tangible personal property (the “Equipment” and, collectively with the Land, the Existing Improvements and the Improvements, the “Facility”); and (D) the lease of the Authority’s interest in the Facility back to the Company; and Page 2 of 5 WHEREAS, pursuant to the Act, the Authority desires to adopt a resolution describing the Project and the Financial Assistance (as hereinafter defined) that the Authority is contemplating with respect to the Project; and WHEREAS, it is contemplated that the Authority will (i) accept the Application submitted by the Company; (ii) approve the scheduling, notice and conduct of a Public Hearing with respect to the Project; and (iii) approve the negotiation, but not the execution or delivery, of certain documents in furtherance of the Project, as more fully described below. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the Authority. Based upon the representations made by the Company to the Authority in the Company’s application and in related correspondence, the Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and (B) The Authority has the authority to take the actions contemplated herein under the Act; and (C) The action to be taken by the Authority will induce the Company to develop the Project, and otherwise furthering the purposes of the Authority as set forth in the Act; and (D) The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Authority hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and Section 2. The proposed Financial Assistance being contemplated by the Authority includes an abatement or exemption from real property taxes levied against the Land and Facility pursuant to a PILOT Agreement to be negotiated. Section 3. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive Officer of the Authority are hereby authorized, on behalf of the Authority, to schedule, notice and conduct a public hearing in compliance with the Act and negotiate (but not execute or deliver) the terms of (A) a Lease Agreement, pursuant to which the Company leases the Land and Existing Improvements to the Authority, (B) a related Leaseback Agreement, pursuant to Page 3 of 5 which the Authority leases its interest in the Project back to the Company, (C) a PILOT Agreement, pursuant to which the Company agrees to make certain payments in-lieu-of real property taxes, and (D) related documents thereto; provided (i) the rental payments under the Leaseback Agreement include payments of all costs incurred by the Authority arising out of or related to the Project and indemnification of the Authority by the Company for actions taken by the Company and/or claims arising out of or related to the Project and (ii) the terms of the PILOT Agreement are consistent with the Authority’s Uniform Tax Exemption Policy or the procedures for deviation have been complied with. Section 4. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 5. These Resolutions shall take effect immediately. Page 4 of 5 INITIAL PROJECT RESOLUTION (599 River Street Limited Partnership –Tapestry on the Hudson Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on December 12, 2014, at 10:30 a.m., local time, at 433 River Street, Troy, New York 12180. The meeting was called to order by the Chairman and, upon roll being called, the following members of the Authority were: MEMBER PRESENT ABSENT Kevin O’Bryan X Hon. Dean Bodnar X Hon. Robert Doherty X Steve Bouchey X Louis Anthony X Paul Carroll X Mary O’Neill X Lisa Kyer X Tina Urzan X The following persons were ALSO PRESENT: Bill Dunne, Justin Miller, Monica Kurzejeski, Jennica Petrik-Huff, Jeanette Nicholson, Selena Skiba and Denee Zeigler After the meeting had been duly called to order, the Chairman announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to a proposed project for the benefit of 599 River Street Limited Partnership. On motion duly made by Hon. Dean Bodnar and seconded by Paul Carroll, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Kevin O’Bryan X Hon. Dean Bodnar X Hon. Robert Doherty X Steve Bouchey X Louis Anthony X Paul Carroll X Mary O’Neill X Lisa Kyer X Tina Urzan X Page 1 of 5 Resolution No. 12/14 #2 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF 599 RIVER STREET LIMITED PARTNERSHIP (THE “COMPANY”) IN CONNECTION WITH A CERTAIN PROJECT (AS MORE FULLY DEFINED BELOW); (ii) AUTHORIZING THE SCHEDULING, NOTICE AND CONDUCT OF A PUBLIC HEARING WITH RESPECT TO THE PROJECT; AND (iii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED BY THE AUTHORITY WITH RESPECT TO THE PROJECT WHEREAS, by Title 11 of Article 8 of the Public Authorities Law of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping industrial, manufacturing and commercial facilities as authorized by the Act; and WHEREAS, 599 RIVER STREET LIMITED PARTNERSHIP (the “Company”), has requested the Authority’s assistance with a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold or other interest in a certain parcel of real property located at 599 River Street, Troy, New York 12180 (the “Land”, being comprised of approximately .76 of an acre of real property and identified as TMID No. 101.22-1-4) and the existing improvements located thereon, including the 7-story commercial structure and related improvements located thereon (the “Existing Improvements”); (B) the renovation, reconstruction, refurbishing and equipping by the Company as agent of the Authority of the Existing Improvements to provide for Sixty-Seven (67) residential apartment units, comprised of Thirty Four (34) one-bedroom apartment units, and Thirty Three (33) two-bedroom apartment units, approximately 90% of which that, in accordance with the Internal Revenue Code of 1986, as amended (the “Code”) and applicable regulations promulgated by the United States Department of Housing and Urban Development (“HUD”) and New York State Housing Finance Agency (“HFA”) and/or Division of Housing and Community Renewal (“DHCR”), will be leased to households satisfying applicable median gross income restrictions, along with renovations to building structure, common areas, kitchen areas, laundry areas, heating systems, plumbing, roofs, elevators, windows, and other onsite and offsite parking, curbage and infrastructure improvements (collectively, the “Improvements”); (C) the acquisition of and installation in and around the Land, Existing Improvements and Improvements of certain machinery, fixtures, equipment and other items of tangible personal property (the “Equipment” and, collectively with the Land, the Existing Improvements and the Improvements, the “Facility”); and (D) the lease of the Authority’s interest in the Facility back to the Company; and Page 2 of 5 WHEREAS, pursuant to the Act, the Authority desires to adopt a resolution describing the Project and the Financial Assistance (as hereinafter defined) that the Authority is contemplating with respect to the Project; and WHEREAS, it is contemplated that the Authority will (i) accept the Application submitted by the Company; (ii) approve the scheduling, notice and conduct of a Public Hearing with respect to the Project; and (iii) approve the negotiation, but not the execution or delivery, of certain documents in furtherance of the Project, as more fully described below. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Company has presented an application in a form acceptable to the Authority. Based upon the representations made by the Company to the Authority in the Company’s application and in related correspondence, the Authority hereby finds and determines that: (A) By virtue of the Act, the Authority has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; and (B) The Authority has the authority to take the actions contemplated herein under the Act; and (C) The action to be taken by the Authority will induce the Company to develop the Project, and otherwise furthering the purposes of the Authority as set forth in the Act; and (D) The Project will not result in the removal of a civic, commercial, industrial, or manufacturing plant of the Company or any other proposed occupant of the Project from one area of the State of New York (the “State”) to another area of the State or result in the abandonment of one or more plants or facilities of the Company or any other proposed occupant of the Project located within the State; and the Authority hereby finds that, based on the Company’s application, to the extent occupants are relocating from one plant or facility to another, the Project is reasonably necessary to discourage the Project occupants from removing such other plant or facility to a location outside the State and/or is reasonably necessary to preserve the competitive position of the Project occupants in their respective industries; and Section 2. The proposed Financial Assistance being contemplated by the Authority includes (i) a sales and use tax exemption for materials, supplies and rentals acquired or procured in furtherance of the Project by the Company as agent of the Authority; (ii) mortgage recording tax exemption(s) in connection with secured financings undertaken by the Company in furtherance of the Project; and (iii) an abatement or exemption from real property taxes levied against the Land and Facility pursuant to a PILOT Agreement to be negotiated. Section 3. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive Officer of the Authority are hereby authorized, on behalf of the Authority, to schedule, notice Page 3 of 5 and conduct a public hearing in compliance with the Act and negotiate (but not execute or deliver) the terms of (A) a Lease Agreement, pursuant to which the Company leases the Land and Existing Improvements to the Authority, (B) a related Leaseback Agreement, pursuant to which the Authority leases its interest in the Project back to the Company, (C) a PILOT Agreement, pursuant to which the Company agrees to make certain payments in-lieu-of real property taxes, and (D) related documents thereto; provided (i) the rental payments under the Leaseback Agreement include payments of all costs incurred by the Authority arising out of or related to the Project and indemnification of the Authority by the Company for actions taken by the Company and/or claims arising out of or related to the Project and (ii) the terms of the PILOT Agreement are consistent with the Authority’s Uniform Tax Exemption Policy or the procedures for deviation have been complied with. Section 4. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority to do all acts and things required and to execute and deliver all such certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 5. These Resolutions shall take effect immediately. Page 4 of 5 Troy IDA Confidential Evaluation of Board Performance Somewhat Somewhat Criteria Agree Agree Disagree Disagree Board members have a shared understanding of the mission and purpose of the Authority. The policies, practices and decisions of the Board are always consistent with this mission. Board members comprehend their role and fiduciary responsibilities and hold themselves and each other to these principles. The Board has adopted policies, by-laws, and practices for the effective governance, management and operations of the Authority and reviews these annually. The Board sets clear and measurable performance goals for the Authority that contribute to accomplishing its mission. The decisions made by Board members are arrived at through independent judgment and deliberation, free of political influence, pressure or self-interest. Individual Board members communicate effectively with executive staff so as to be well informed on the status of all important issues. Board members are knowledgeable about the Authority’s programs, financial statements, reporting requirements, and other transactions. The Board meets to review and approve all documents and reports prior to public release and is confident that the information being presented is accurate and complete. The Board knows the statutory obligations of the Authority and if the Authority is in compliance with state law. Board and committee meetings facilitate open, deliberate and thorough discussion, and the active participation of members. Board members have sufficient opportunity to research, discuss, question and prepare before decisions are made and votes taken. Individual Board members feel empowered to delay votes, defer agenda items, or table actions if they feel additional information or discussion is required. The Board exercises appropriate oversight of the CEO and other executive staff, including setting performance expectations and reviewing performance annually. The Board has identified the areas of most risk to the Authority and works with management to implement risk mitigation strategies before problems occur. Board members demonstrate leadership and vision and work respectfully with each other. Date Completed: ________________________________________ ANNUAL DISCLOSURE STATEMENT CITY OF TROY FOR 2015 Last Name: First Name: Initial: Title: Department of Agency: Work Address: Phone Number: If the answer to any of the following questions in “NONE”, please so indicate. 1. REAL ESTATE OWNERSHIP List the address of each piece of property that you, your spouse, or other member of your immediate family or household own or have a financial interest in. List only real estate that is in the City of Troy or within one (1) mile of the boundary of the City of Troy. Relationship Type of Name of Family Member to You Address of Real Property Investment 2. CITY EMPLOYEE’S OUTSIDE EMPLOYER(S) OR BUSINESS(ES) List the name of any outside employer or business from which you receive compensation for services rendered or goods sold or produced or of which you are a member, office or employee. Also include any entity in which you have an ownership interest, except a corporation of which you own less than five percent (5%) of the outstanding stock. Identify the type of business (i.e., partnership, corporation, self-employment, or sole proprietorship) and your relationship to the employer or business (i.e., owner, partner, director, member, employee or shareholder). Identify Whether Self Employed, Sole Nature of Proprietorship or Entity Relationship to Percentage of Name of Employer or Business Business Type Business Ownership 3. SPOUSE’S EMPLOYER OF BUSINESS List the name of any outside employer or business from which your spouse receives compensation for services rendered or goods sold or produced or of which your spouse is a member, officer or employee. Identify the nature of the business. Identify the type of business (i.e., partnership, corporation, self-employment, or sole proprietorship) and your spouse’s relationship to the employer or business (i.e., owner, partner, director, member, employee or shareholder). IF your spouse’s ownership exceeds 5% set forth your spouse’s percentage of ownership. Identify Whether Self Employed, Sole Nature of Proprietorship or Entity Relationship to Percentage of Name of Employer or Business Business Type Business Ownership Your Signature: ________________________________ Date: _________________________

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