Troy Industrial Development Authority

Chairman Troy Kevin O’Bryan Industrial Development Authority Vice-Chair Steve Bouchey BOARD OF DIRECTORS MEETING Board Members June 12, 2015 10:00 a.m. Hon. Dean Bodnar Planning Department Conference Mr. Paul Carroll Room Hon. Robert Doherty City Hall Louis Anthony Lisa Kyer Tina Urzan AGENDA Kathy Ceitek I. Approval of Minutes from the May 8, 2015 board meeting. II. 501 Broadway, LLC (Bill) III. 599 River Street (Bill) IV. Financials (Selena) V. New Business VI. Old Business VII. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  City of Troy Industrial Development Authority May 8, 2015 10:00 AM Meeting Minutes Present: Kevin O’Bryan, Bill Dunne, Steve Bouchey, Hon. Robert Doherty, Tina Urzan, Hon. Dean Bodnar, Paul Carroll and Lou Anthony Absent: Kathy Ceitek and Lisa Kyer Also in attendance: Justin Miller, Selena Skiba, Ken Crowe, Sharon Martin, and Denee Zeigler The Chairman called the meeting to order at 10:02 a.m. I. Minutes from the April 10, 2015 board meeting The board reviewed the minutes from the April 10, 2015 board meeting. Paul Carroll made a motion to approve the April 10, 2015 meeting minutes. Hon. Dean Bodnar seconded the motion, motion carried. II. Gordon Companies – 548 Campbell’s Avenue Mr. Dunne advised that Gordon Companies has withdrawn their application from this meeting but they plan to continue moving he project forward. Mr. Dunne advised that they will continue to work out the details of the PILOT terms and length of the abatement schedule. When new information is received it will be circulated to the board members to discuss at the next meeting. The board had a discussion on the lengths of PILOTs and how job creation relates the terms. Mr. Dunne noted that he looks forward to projects that will create larger amount of jobs. This project will have many benefits to the City, but not in the form of jobs. III. ABO Mr. Dunne advised that the NYS Authority Budgets Office contacted us to let us know that we will be part of an audit of about ten of our projects. The have provided us with a list of projects that they will be looking at when they visit on May 15th. Mr. Dunne advised the process should take about 2-3 months. Tina Urzan made a motion to approve the application for Amedore-Gordon Development Group II, LLC. Hon. Bob Doherty seconded the motion, motion carried. IV. Insurance Policy Requirements Mr. Miller advised that a draft policy has been prepared that contains adjustments to our current Insurance Policy Requirements. In the past we had strict standards that required applicants to add the LDC as named insured onto 1  their insurance policies. In a couple of cases, the applicants had to incur additional costs. Mr. Miller advised this update to the policy allows the applicants to add the LDC can be listed as an additionally insured. The draft policy can be applied uniformly to all of our applicants. Dean Bodnar asked how this policy is different from what we already have. Mr. Miller advised the main change is to how we are listed on the applicants insurance policy. It helps to set the standard for our projects. (See attached Resolution No. 15-5 #1) Paul Carroll made a motion to approve the Resolution to adopt project insurance requirements. Tina Urzan seconded the motion, motion carried. V. IDA Recapture Provisions The Chairman advised this topic has come up recently when talking about what steps an IDA can take if a project is not able to meet the goals they establish when applying for and receiving assistance. The question is how to recoup the funds and what tools are in place to do this, if needed. Mr. Miller advised that the IDA statute, the law which governs this board, does have a section that requires us to have a Uniform Tax Exemption Policy. It gives us basic guidelines when setting up assistance for applicants and states how we would recoup benefits if the goals are not achieved. Our current PILOT agreement includes a section that gives the board the discretion to recoup from projects; it’s not mandatory. Mr. Miller advised that there are situations where the economy will cause changes to job numbers and investments. Recouping benefits may not be the answer in that case. However, if a company closes and leaves abruptly with no notice then we may want to pursue recouping the benefits. In 2012, there was a new rule with Sales Tax Exemptions. It is now a requirement to ‘claw back’ if their original sales tax amounts are exceeded or using them inappropriately. Mr. Miller advised that these tools are available to you and can be used at your discretion. The board discussed having a yearly review other than the PARIS report to check up on the status of current projects. Steve Bouchey asked what happens if a project is voted on and then the project dynamics changes. Mr. Miller advised if the transaction is not closed, we can go back in and re-work the agreement. If it happens after the transaction, the annual review will be a way to check on this. Mr. Bouchey asked if things change with the projects and may not be in the best interest of the City, do we have the power to bring them in to discuss. Mr. Miller advised yes. The agreements we have in place give us the ability to do that. Mr. Dunne advised that we looked at the job creation numbers and there is not much change from what they projected. He advised for the projects that had discrepancies, there were mitigating circumstances. Mr. Dunne asked what matrix we will use to initiate the recapture. The Chairman agreed that is a question we will have to discuss. Mr. Doherty agreed that some projects may not be able to meet the expectations due to poor design models. The board had a discussion about the steps that will need to be taken to notify the projects and then start the process if needed. Mr. Bodnar asked if we get beyond the initial notice stage would it require litigation. Mr. Miller advised we may require litigation, it will depend on where they are at with their PILOT agreement and other factors. Mr. Bodnar asked if we would be able to vote as a board to terminate a PILOT. Mr. Miller advised yes, but would most likely require litigation. 2  Paul Carroll asked if any of the projects being reviewed are behind on their taxes. Mr. Miller advised the projects being reviewed by the ABO are current. Mr. Carroll noted that many of the projects being reviewed were not tax generating entities prior to the benefits. Mr. Miller agreed that some were previously vacant land. Tina Urzan advised that it is a good idea to include wording in the agreement to state the consequences if the project does not meet the goals. By reaching out it, we may be able to help them to resolve any issues they are having meeting the goals. VI. Riverfront Park Access - 273 River Street Andrew Kreshik spoke to the board regarding the status of the Riverfront Park access project. He advised that winter weather prevented the project from moving forward. The weather is allowing for the work to start up again with a completion date as the second week of June. There was one change order for a pedestrian door leading from the Dauchy building and an awning. Mr. Dunne advised there will be a ribbon cutting scheduled and the board will be notified. VII. Ingalls Avenue Development project Mr. Kreshik advised the board that the final packet has been submitted to the Army Corp. of Engineers for the dredging permit. This is one of the last steps of regulatory permitting needed before going to bid solicitation. He advised copies of the permits were requested by NYSDEC to make sure they conform to one another. This step along with acquiring riparian rights to the Mlock parcel allows the project to move forward. National Grid will be involved with the contamination removal and clean up on site. As per a consent order with NYSDEC, as soon as we come across any petroleum they are responsible for removal and clean up. Mr. Kreshik advised that work will have to start after July 5th due to spawning of certain species of fish. Dredging should be able to commence in the Fall. Mrs. Urzan advised she is glad to see this moving forward. VIII. Financials Selena Skiba reviewed the balance sheet and operating statement with the board members. Mr. Bodnar asked about the doubtful accounts. Mr. Miller advised we have one outstanding loan with IBT. Mr. Miller advised they have recently moved to Castleton and have more recently closed their doors. Their loan is considered in default and paperwork has been filed. Mrs. Skiba advised that authorization is needed from the board to write it off. The chairman asked that this item be discussed at the next meeting. Hon. Dean Bodnar made a motion to approve the financials. Paul Carroll seconded the motion, motion carried. IX. New Business Mrs. Urzan advised the board she received an email recently asking about IDA’s policy on approving projects that have not applied for federal and historic tax credits prior to asking for assistance. Mr. Miller advised that he is not sure about 3  the context of the question, but it may stem from a proposal by the Comptroller’s office to regulate IDA’s more strictly. Bob Doherty had a question about the budget section of the PARIS report that was handed out previously. He advised the budget year shows fiscal year ending 2015 and a sizable deficit. Mr. Dunne advised that the PARIS report is submitted at year end and should be for 2014. He added that sometimes the reported numbers do not always coincide with our financials. He advised Mr. Doherty he could look into after reviewing a copy of the PARIS report. X. Adjournment The IDA meeting was adjourned at 10:53 a.m. Steve Bouchey made the motion to adjourn the IDA meeting. Tina Urzan seconded the motion, motion carried. 4  RESOLUTION (Project Insurance Requirements) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on May 8, 2015, at 10:30 a.m., local time, at 433 River Street, 5th Floor, 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 Kathy Cietek X Lisa Kyer X Tina Urzan X The following persons were ALSO PRESENT: Justin Miller, Selena Skiba, Ken Crowe, Sharon Martin, 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 the adoption of a policy relating to project insurance requirements. 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 Kathy Cietek X Lisa Kyer X Tina Urzan X Page 1 of 4  Resolution No. 15-5-#1 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY ADOPTING PROJECT INSURANCE REQUIREMENTS 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, the Authority desires to adopt uniform insurance coverage requirements for projects undertaken by the Authority on behalf of applicants from time to time; and WHEREAS, the Executive Director and counsel to the Authority have prepare a form of policy for project insurance requirements (the “Insurance Coverage Policy”), a copy of which is attached hereto as Exhibit A; and WHEREAS, in furtherance of risk management and best practices, the Authority desires to adopt the Insurance Coverage Policy. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. The Authority hereby adopts the Insurance Coverage Policy in the form presented at this meeting and attached hereto. Section 2. These Resolutions shall take effect immediately. Page 2 of 4  EXHIBIT A PROJECT INSURANCE REQUIREMENTS Page 4 of 4  INITIAL PROJECT RESOLUTION (Rosenblum Development Corporation – 501 Broadway Redevelopment Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on June 12, 2015, at 10:00 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 Hon. Dean Bodnar Hon. Robert Doherty Steve Bouchey Louis Anthony Paul Carroll Kathy Cietek Lisa Kyer Tina Urzan The following persons were ALSO PRESENT: 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 Rosenblum Development Corporation, for itself or an entity to be formed. On motion duly made by _________ and seconded by __________, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Kevin O’Bryan Hon. Dean Bodnar Hon. Robert Doherty Steve Bouchey Louis Anthony Paul Carroll Kathy Cietek Lisa Kyer Tina Urzan Page 1 of 5  Resolution No. ____ RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) ACCEPTING THE APPLICATION OF ROSENBLUM DEVELOPMENT CORPORATION, FOR ITSELF OR AN ENTITY TO BE FORMED (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, ROSENBLUM DEVELOPMENT CORPORATION, for itself and/or on behalf of an entity to be formed (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 leasehold or other interest in certain parcels of real property located at 501 Broadway, Troy, New York 12180 (the “Land”, being more particularly identified as TMID Nos. 101.54-3-1) and the existing improvements located thereon, including an approximately 51,000 square foot, multi-level structure, along with related improvements (the “Existing Improvements”); (B) the partial demolition, renovation, reconstruction, refurbishing and equipping by the Company as agent of the Authority of the Existing Improvements to create 28 units of commercial rental housing and approximately 10,000 square feet of commercial and retail space, along with the installation and improvement of common areas, HVAC systems, plumbing, roofs, windows and other site and infrastructure improvements (collectively, the “Improvements”), all of the foregoing intended for the Company’s ownership and operation of the Improvements as a mixed- use, commercial housing and retail facility that will be leased by the Company to residential and commercial tenants; (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 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 Page 2 of 5  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 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 Page 3 of 5 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  SECRETARY'S CERTIFICATION STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, ______________________, the undersigned, ____________________ of the Troy Industrial Development Authority (the “Authority”), do hereby certify that I have compared the foregoing extract of the minutes of the meeting of the members of the Authority, including the Resolution contained therein, held on June 12, 2015, with the original thereof on file in my office, and that the same is a true and correct copy of said original and of such Resolution set forth therein and of the whole of said original so far as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that (A) all members of the Authority had due notice of said meeting; (B) said meeting was in all respects duly held; (C) pursuant to Article 7 of the Public Officers Law (the “Open Meetings Law”), said meeting was open to the general public, and due notice of the time and place of said meeting was duly given in accordance with such Open Meetings Law; and (D) there was a quorum of the members of the Authority 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 rescinded. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Authority this ____ day of __________, 2015. ______________________________ (SEAL) Page 5 of 5