Troy Industrial Development Authority

Board Members Chair Josh Chiappone Justin Nadeau Susan Farrell Vice Chair Elbert Watson Hon. Anasha Cummings Hon. Jim Gulli Stephanie Fitch Executive Director Latasha Gardner Steven Strichman BOARD OF DIRECTORS MEETING JUNE 4, 2021 10:00 a.m. Link to Join Zoom Meeting Meeting ID: 984 8854 1732 Passcode: 268793 I. Approval of Minutes from the May 14, 2021 meeting II. Governance Committee Report III. Administrative Fee IV. Executive Director’s Report V. Old Business VI. New Business VII. Financials VIII. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  May 14, 2021 10:30 AM IDA Board Meeting This meeting was held via Zoom Meeting Present: Justin Nadeau, Susan Farrell, Elbert Watson, Stephanie Fitch, Hon. Jim Gulli, Josh Chiappone and Latasha Gardner. Absent: Hon. Anasha Cummings Also in attendance: Steven Strichman, Justin Miller Esq., Mary Ellen Flores, Amy Lavine, D Sharon Martin and Denee Zeigler. Mr. Strichman noted that this meeting is being held via conference call and online due to the Governor’s Executive Order No. 202.1. I. Minutes R T The board reviewed the minutes from April 16, 2021. AF Susan Farrell made a motion to approve the minutes of the April 16, 2021 regular board meeting. Stephanie Fitch seconded the motion. II. Preservation Bond Application Mr. Miller explained the background on the necessity of this preservation bond and noted that the IDA enabling act includes a dissolution clause when an IDA has no active bonds. He noted that the last IDA bond is expected to be refunded in the next 3-4 weeks. Mr. Miller noted that we are working on an amendment to the enabling act that will hopefully be resolved this June. He advised that this $10,000 loan from the CRC will be secured through the issuance by the IDA of a preservation bond. Mr. Miller noted that once the special legislation is adopted by the state, we will no longer be in need of the bond. He advised there will be a provision that the same issue could come up if we have no active PILOTs; he noted we currently have enough long term PILOTs. (See attached Resolution #1) Hon. Jim Gulli made a motion to approve the Preservation Bond Application in the amount of $10,000 from the CRC to the IDA. Elbert Watson seconded the motion, motion carried. 1 III. Governance Committee – Mr. Strichman explained that the committee will meet next week to discuss the policies and procedures. PARIS Review Committee Report - Mr. Strichman advised that after the review of projects, it was determined that one PILOT has not met the goals of what was supposed to be doing. It was suggested that two projects be removed; Flanigan and US Garages. IV. Financials Ms. Flores presented the statement of financial position to the board. She advised that as of April 30, 2021, the total assets stand at $541,839 with $352,473 in cash. The liabilities stand at $123,319 leaving a fund balance of $418,520. Ms. Flores pointed out no real changes to the statement of financial position. Ms. Flores presented the statement of activity for April and explained there is a deficit of $12,071. She explained income of $700 for permit fees and a large expense to Creighton Manning for the South Troy Industrial Road project. Mr. Nadeau asked about the aging report which shows the late PILOT payment for D Chestnut Bur and Hendrick Hudson. Mr. Strichman advised that he has been in contact with them and payments should be set next week. Ms. Gardner asked if we collected late fees for April. Ms. Flores advised if we collected any, they would have been sent to the R city. She added that any late fees that are still due show on the accounts receivable report. Mr. Nadeau asked if late fees are included the amount due. Ms. Flores advised yes, that is correct. Mr. Watson thanked Ms. Flores for the aging report; it is helpful to see. T Elbert Watson made a motion to approve the financials as presented. AF Susan Farrell seconded the motion, motion carried. V. Adjournment With no additional business to discuss, the regular board meeting was adjourned at 10:45 a.m. Stephanie Fitch made a motion to adjourn the IDA meeting at 10:45 a.m. Hon. Jim Gulli seconded the motion, motion carried. 2  BOND RESOLUTION (Troy Industrial Development Authority – Revenue Bond (Preservation Bond), Series 2021) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on May 14, 2021 at 10:00 a.m., local time, at 433 River Street, Troy, New York 12180. Resolution No. 05/21 #1 RESOLUTION OF TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) AUTHORIZING (i) THE REQUEST OF A CERTAIN LOAN (THE “LOAN”, AS MORE PARTICULARLY DESCRIBED HEREIN) FROM THE CITY OF TROY CAPITAL RESOURCE CORPORATION (THE “CRC”), (ii) THE ISSUANCE OF THE AUTHORITY’S REVENUE BOND (PRESERVATION BOND), SERIES 2021 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $10,000.00, AND (iii) THE EXECUTION AND D DELIVERY OF RELATED DOCUMENTS WHEREAS, by Title 11 of Article 8 of the Public Authorities Law (“PAL”) of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as R 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 T the City of Troy, New York (the “City”) as authorized by the Act; and AF WHEREAS, the Act, as codified at PAL Sections 1950-1969, was originally enacted May 2, 1967 pursuant to Chapter 759 of the Laws of 1967, included PAL Section 1967 wherein it is stated that “Whenever all of the bonds issued by the authority shall have been redeemed or cancelled, the authority shall cease to exist and all rights, titles, and interest and all obligations and liabilities thereof vested in or possessed by the authority shall thereupon vest in and be possessed by the city of Troy (hereinafter, the “Authority Dissolution Clause”); and WHEREAS, the only remaining outstanding bonds of the Authority are those certain Civic Facility Revenue Bonds (Rensselaer Polytechnic Institute Project), Series 2002E, issued in the original aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) (the “Series 2002E Bonds”), which were originally issued to pay or to reimburse Rensselaer Polytechnic Institute (the “Institute”) for a portion of the payments made by it for completing a certain project undertaken by the Institute consisting of: (1) the acquisition of an interest in certain lands comprising the Institute’s approximately 260 acre main campus surrounding properties within the City (collectively, the “Campus”) together with the existing buildings located thereon (the “Existing Facilities”), (2) the construction on the Campus of new facilities that included: (i) an approximately 218,000 square foot Center for Biotechnology and Interdisciplinary Studies; (ii) an approximately 200,000 square foot Experimental Media and Performing Arts Center, (iii) new boiler and chiller plants, and (iv) a 500 vehicle parking garage, Page 1 of 8 all located on the Campus including related site work, and improvements of Campus roadways, entrance ways, walkways, parking and auxiliary facilities and utilities (collectively, the “Facilities”), (3) the renovation of the Existing Facilities, and (4) the acquisition and installation in the Facilities of certain machinery and equipment (collectively, the “Equipment”, and along with the Campus, the Existing Facilities, the Facilities and the Equipment, the “Project Facility”); and WHEREAS, the Institute’s Center for Biotechnology and Interdisciplinary Studies was completed and opened in September 2004, along with associated infrastructure improvements including the new boiler plant and parking garage, and the Experimental Media and Performing Arts Center was completed and opened in October 2008; and WHEREAS, the Institute has submitted an application to Authority affiliate City of Troy Capital Resource Corporation (the “Issuer”) requesting the Issuer issue its tax-exempt revenue refunding bonds in one or more series in the aggregate principal amount not to exceed $25,000,000 (the “Bonds”) for the purpose of financing a certain project (the “Project”), consisting of: (A)(1) the refunding of all or a portion of the Troy Industrial Development D Authority's Civic Facility Revenue Bonds (Rensselaer Polytechnic Institute Project), Series 2002E, issued in the original aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) (the “Series 2002E Bonds”), and (2) paying a portion of the cost incidental to the financing thereof, including possible financing of reserve funds as may be necessary, and paying R capitalized interest, if any (B) the financing of all or a portion of the foregoing costs by issuance of its revenue refunding bonds in one or more series in an aggregate principal amount not to exceed $25,000,000 (the costs associated with items (A) through (B) above being hereinafter collectively referred to as the “Project Costs”), and (C) the loan of the proceeds of such bonds to the Institute; and T AF WHEREAS, pursuant to a Bond Resolution adopted May 14, 2021, the Issuer has authorized the issuance of its Revenue Refunding Bonds (Rensselaer Polytechnic Institute Project), Series 2021 in one or more series (the “Series 2021 Bonds”), in an aggregate principal amount not to exceed $25,000,000 for the purpose of financing the Project Costs; and WHEREAS, the Issuer’s issuance of the Series 2021 Bonds will cause the Series 2002E Bonds to be refunded, and as a result the Authority Dissolution Clause will be triggered; and WHEREAS, the Authority, with the support of the Mayor and City Council through the adoption of home rule legislation adopted February 4, 2021, has proposed certain technical amendments to the Act that would eliminate the Authority Dissolution Clause, among other proposed revisions, such amendments having been introduced by Assembly member John T. McDonald III, 108th District, as Assembly Bill Number A7086 (the “Authority Bill”, incorporated herein by reference); and WHEREAS, while it is expected by the Authority that the Authority Bill will be enacted in both houses of the New York State Legislature and approved by the Governor during the current Legislative Session, it is uncertain as to whether the effective date of the Authority Bill, Page 2 of 8 once enacted, will precede the Issuer’s issuance of the Series 2021 Bonds and related refunding of the Series 2002E Bonds; and WHEREAS, in furtherance of the foregoing, the Authority and Issuer have resolved to structure a proposed loan in the maximum amount of $10,000.00 from the Issuer to the Authority (the “Loan”) to be secured by the Authority’s issuance of its Revenue Bond (Preservation Bond), Series 2021 in the maximum principal amount of $10,000.00 (herein, the “Preservation Bond”, a form of which is attached hereto as Exhibit A), whereby the Authority will apply for and accept the Loan form the Issuer and immediately issue the Preservation Bond to the Issuer to hold as collateral and security for the Loan, all in furtherance of the continued purposes of the Authority and powers of the Authority vested pursuant to PAL Section 1958 NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. (a) By virtue of the Act, the Authority has been vested with all the powers necessary and convenient to carry out and effectuate the purposes and provisions of the D Act and to exercise all powers granted to it under the Act; (b) The issuance of the Preservation Bond will assure the continued existence of the Authority until the Authority Bill is enacted into law and becomes effective, thereby promoting R uninterrupted Authority operations supporting community and economic development and the creation of jobs in the City of Troy and otherwise effectuate the purposes of the Act; and (c) It is desirable and in the public interest for the Issuer to issue the Preservation T Bond in an aggregate principal amount not to exceed $10,000 in one or more series at an interest rate of zero and an annually renewable maturity at the election of the Authority and Issuer. AF Section 2. In consequence of the foregoing, the Authority hereby determines to apply for and receive the Loan from the Issuer, and to issue and deliver the Preservation Bond to the Issuer in connection with the Loan. The Authority hereby authorizes the execution and delivery of the Preservation Bond all other agreements, certificates, and documents deemed necessary to document the Loan and issue the Preservation Bond and all such other agreements, certificates and documents as may be requested by the Issuer in connection with same (collectively, the “Bond Documents’). Section 3. The Authority is hereby authorized to issue the Preservation Bond in one or more series and to do all things necessary and appropriate for the accomplishment thereof, and all acts heretofore taken by the Authority with respect thereto are hereby approved, ratified and confirmed. Section 4. The Executive Director, the Chair and Vice Chair of the Authority are each hereby authorized, on behalf of the Authority, to negotiate, approve, execute (by manual or facsimile signature), and deliver the Bond Documents and all other agreements, documents, certificates, and the Secretary and Assistant Secretary of the Authority are each hereby authorized to affix the seal (or a facsimile thereof) of the Authority to them and to attest to all of them, all in substantially the form and substance presented to this meeting with such changes, Page 3 of 8 variations, omissions and insertions as the Executive Director, the Chair or Vice Chair shall approve. The execution of the Bond Documents by the Executive Director, Chairman or Vice Chair shall constitute conclusive evidence of that approval. Section 5. 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 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 Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 11. These Resolutions 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: D Member Justin Nadeau, Chairman Aye X Nay Abstain Absent Susan Farrell Elbert Watson R Hon. Anasha Cummings Hon. Jim Gulli X X X X Stephanie Fitch T X AF Latasha Gardner X Josh Chiappone X Page 4 of 8  T AF R D  EXHIBIT A FORM OF PRESERVATION BOND PRESERVATION BOND TROY INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BOND (PRESERVATION BOND), SERIES 2021 NO.: R-1 $10,000.00 INTEREST RATE: 0.00% per annum MATURITY DATE: June 1, 2022 DATED DATE: June 1, 2021 CUSIP NO: N/A D TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Issuer”), R a public benefit corporation established by Title 11 of Article 8 of the Public Authorities Law (“PAL”) 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”), for value received, hereby promises to pay, solely from the sources hereinafter described, to CITY OF TROY T CAPITAL RESOURCE CORPORATION, or registered assigns, on the Maturity Date identified AF above (subject to any right of prior redemption hereinafter provided for), the principal sum of TEN THOUSAND DOLLARS ($10,000.00) (subject to reduction as hereinafter provided) and interest thereon (computed on the basis of a 360-day year composed of twelve 30-day months) from the Dated Date set forth above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid, to the Maturity Date identified above (or such earlier date on which the principal hereof has been paid or duly provided for), at the Interest Rate identified above on June 1 (each an “Interest Payment Date”), commencing June 1, 2022. This Bond is issued by the Issuer pursuant to Section 1958 of the Act and pursuant to a certain Bond Resolution adopted by the Issuer on May 14, 2021 (the “Bond Resolution”). Page 6 of 8  The principal of this Bond due on the Maturity Date shall be paid on the Maturity Date upon presentation and surrender hereof at the offices of the Issuer at 433 River Street, Troy, New York 12180. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Bond Resolution. The principal of, premium, if any, on and interest on this Bond are payable in lawful money of the United States of America and the Issuer may elect to redeem all or portions hereof at any time on or before the Maturity Date. At the election of the Issuer and holder hereof, the Maturity Date may be extended for consecutive 1-year terms. NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR REDEMPTION PRICE OF OR THE INTEREST ON THIS BOND OR FOR ANY CLAIM BASED HEREON AGAINST ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE ISSUER OR OF ANY PREDECESSOR OR SUCCESSOR CORPORATION, EITHER DIRECTLY OR THROUGH THE ISSUER OR OTHERWISE, D WHETHER BY VIRTUE OF ANY CONSTITUTION, STATUTE OR RULE OF LAW, OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY, OR OTHERWISE, ALL SUCH LIABILITY BEING, BY THE ACCEPTANCE HEREOF, EXPRESSLY WAIVED AND RELEASED. R THE BONDS DO NOT CONSTITUTE AND SHALL NOT BE A DEBT OF THE STATE OF NEW YORK OR THE CITY OF TROY, NEW YORK AND NEITHER THE STATE OF NEW YORK NOR THE CITY OF TROY, NEW YORK SHALL BE LIABLE T THEREON. THE BONDS DO NOT GIVE RISE TO A PECUNIARY LIABILITY OR AF CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE STATE OF NEW YORK OR THE CITY OF TROY, NEW YORK. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance, execution and delivery of this Bond, do exist, have happened and have been performed in the time, form and manner as required by law, and that the issuance of the Bonds does not violate any constitutional or statutory limitation. [signature page follows] Page 7 of 8  IN WITNESS WHEREOF, Troy Industrial Development Authority has caused this Bond to be duly executed in its name by the manual or facsimile signature of its Chairman, and its corporate seal to be impressed or reproduced hereon all as of the Dated Date identified above. TROY INDUSTRIAL DEVELOPMENT AUTHORITY By:___________________________________ Justin Nadeau, Chairman [SEAL] D R T AF Page 8 of 8