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 CITY HALL PLANNING DEPT. CONFERENCE ROOM 433 RIVER STREET, SUITE 5001 TROY, NY 12180 SEPTEMBER 24, 2021 10:00 a.m. I. Approval of Minutes from the August 20, 2021 meeting. II. Supplemental Project Authorizing Resolution - 10 River Street III. Executive Director’s Report IV. Old Business V. New Business VI. Financials VII. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  August 20, 2021 10:00 AM Regular Board Meeting This meeting was held via Zoom Present: Justin Nadeau, Susan Farrell, Elbert Watson, Stephanie Fitch, Josh Chiappone and Latasha Gardner. Absent: Hon. Anasha Cummings and Hon. Jim Gulli Also in attendance: Steven Strichman, Justin Miller Esq., Mary Ellen Flores, Matt Jones, Deanna Dal Pos and Denee Zeigler. I. D Minutes R The board reviewed the minutes from July 16, 2021. Stephanie Fitch made a motion to approve the July 16, 2021 board meeting minutes. T Susan Farrell seconded the motion, motion carried. AF II. Governance Committee Meeting Report Mr. Strichman advised that they did not meet this month. The minutes are in the packet. There is no meeting set for September, but will meet in October. III. Executive Director’s Report IDA Projects – Mr. Strichman advised that the projects are starting to pick up again. First Columbia has plans to open a Bargain Grocer across from the Flanigan Building. Mr. Strichman advised it is based on a successful model from Utica. He advised Kings Landing is another project that will be picking up again. Mr. Strichman advised that Old Brick, 4th Street and DeFazio’s will be closing in the near future. Mr. Miller advised DeFazio’s will have their closing on August 31st. IV. New Business HR & A Consultants – Mr. Strichman discussed the proposal in the packet for HR & A Consultants. He advised that they have provided services for the Monument Square site and have worked with NYS EDC on the DRI. Mr. Strichman advised that we are looking for their assistance on submitting a DRI application that will include several IDA projects. He advised the professional service contract is in the amount of $15,000. Ms. Gardner asked if the consultant will do the application and review 1  within one week. Mr. Strichman explained we would work with them on different sections that they would review as completed. Mr. Watson asked about their experience listed of five years. Mr. Strichman explained that they company is new, but the individuals have a lot of experience. Mr. Watson asked about previous DRI grant submissions. Mr. Strichman advised this application will have the most shovel ready projects ready to go and the areas are all connected in some way. Mr. Chiappone asked where the funding goes if the grant is awarded. Mr. Strichman advised that the funds will go to the projects. He explained that there will be a project selection and planning process to distribute the funds. Mr. Miller added that once awarded, there is a charrette process to determine which projects get the funding. Mr. Strichman discussed previous cities that had been awarded the grant. Josh Chiappone made a motion to approve the HR & A Consultant contract for work on the DRI grant in the amount of $15,000. Stephanie Fitch seconded the motion, motion carried. Land Purchase – Mr. Strichman spoke to the board about an opportunity to purchase land on Douw Street. He noted that 9 Douw Street is on the river and consists of a large unused parcel to the north of the Ingalls Ave boat launch that requires remediation. He advised the adjacent site at 15 Douw Street is located to the east. Mr. Strichman advised that connecting the trail to Douw Street will be attainable and be part of the DRI grant. Mr. Miller advised we have an option to D purchase for $10,000 while site investigation is being done. Mr. Strichman explained that the city received a Brownfields Grant that can be used for this site. Mr. Miller added that this process is similar to what was done with 701 River Street. He noted they have a draft out and are waiting for a response; hoping to have something for V. R the next meeting. Financials T Ms. Flores presented the statement of financial position to the board. She advised AF that as of July 31, 2021, the total assets stand at $419,111.20 with $245,214.23 in cash. She noted $11,963.81 in liabilities, leaving a fund balance of $407,147.39. No significant changes. Ms. Flores presented the statement of activity for July and explained there is a deficit of $883.84; with income from interest and normal expenses. Susan Farrell made a motion to approve the financials as presented. Stephanie Fitch seconded the motion, motion carried. VI. Adjournment With no additional business to discuss, the IDA board meeting was adjourned at 10:25 a.m. Josh Chiappone made a motion to adjourn IDA board meeting at 10:25. Stephanie Fitch seconded the motion, motion carried. 2  SUPPLEMENTAL PROJECT AUTHORIZING RESOLUTION (10 River Street LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on September 24, 2021 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 Aye Nay Abstain Absent Justin Nadeau Elbert Watson Susan Farrell Hon. Anasha Cummings Hon. Jim Gulli Josh Chiappone Stephanie Fitch Latasha Gardner 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 project previously undertaken for the benefit of for the benefit of 10 River Street LLC, 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 Justin Nadeau Elbert Watson Susan Farrell Hon. Anasha Cummings Hon. Jim Gulli Josh Chiappone Stephanie Fitch Latasha Gardner Page 1 of 5  Resolution No. ____ RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) (i) AUTHORIZING THE PROVISION OF ADDITIONAL FINANCIAL ASSISTANCE IN CONNECTION WITH A CERTAIN PROJECT (AS FURTHER DEFINED HEREIN) PREVIOUSLY UNDERTAKEN BY THE AUTHORITY FOR THE BENEFIT OF 10 RIVER STREET LLC (THE “COMPANY”); AND (ii) AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS AND AGREEMENTS RELATING 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, pursuant to a certain Project Authorizing Resolution adopted by the Authority on June 16, 2017 (the “Project Authorizing Resolution”), the Authority authorized the undertaking with a certain project (the “Project”) for the benefit of 10 RIVER STREET LLC, for itself and/or on behalf of an entity to be formed (collectively, the “Company”) consisting of (i) the acquisition by the Authority of a leasehold interest in approximately 1.16 acre parcel of real property located at 2 River Street, Troy, New York 12180 along with portions of a parcel of real property located at 245 First Street, Troy, New York 12180 (collectively, the “Land”, being more particularly identified as TMID No. 100.76-9-24 and a portion of TMID No. 100.84-2-2) and the existing 4.5-story building located at 2 River Street, along with related parking, site and infrastructure improvements located thereon (the “Existing Improvements”), (ii) the planning, design, engineering, construction, reconstruction, rehabilitation and improvement of the Land and Existing Improvements into a residential apartment facility containing up to 80 apartment units to be leased by the Company to residential tenants, including improvements to and replacements of roofs, interior and exterior utilities, elevator, building systems, windows, exterior access and egress improvements, curbage, parking, landscaping and related exterior improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”); and (iv) the lease of the Facility to the Company; and WHEREAS, pursuant to and in accordance with the Project Authorizing Resolution, the Authority and Company entered into certain documents and agreements, including an Agent and Financial Assistance and Project Agreement (the “Agent Agreement”, dated as of October 1, 2017, as amended), along with additional documents dated as of June 22, 2018, including a Lease Agreement (the “Lease Agreement”), Leaseback Agreement (the “Leaseback Page 2 of 5 Agreement”), Payment-in-lieu-of-Tax Agreement (the “PILOT Agreement”), PILOT Mortgage (the “PILOT Mortgage”), and related documents (collectively, the “Authority Documents”); and WHEREAS, pursuant to the Authority Documents, the Authority (i) acquired a leasehold interest in the Land and Existing Improvements pursuant to the Lease Agreement, (ii) appointed the Company agent of the Authority to undertake the Project and lease the Land, Existing Improvements, Improvements and Equipment constituting the Facility to the Company for the term of the Leaseback Agreement and PILOT Agreement, and (ii) provided certain forms of Financial Assistance to the Company (the “Financial Assistance”), including (a) mortgage recording tax exemption(s) relating to one or more financings secured in furtherance of the Project; (b) a sales and use tax exemption for purchases and rentals related to the construction and equipping of the Project; and (c) a partial real property tax abatement structured through the PILOT Agreement; and WHEREAS, in addition to the Authority Documents, the Authority and Company also entered into that certain (i) Mortgage, (ii) General Assignment of Rents and (iii) Specific Security Agreement New York, each dated as of June 22, 2018 (collectively the “Mortgage”), for purposes of securing obligations of the Company relating to certain loan (the “Loans”) made to the Company by M&T Bank (the “Construction Lender”) in the amount of $10,000,000.00, which at the time of closing resulted in the Authority providing the maximum amount of Financial Assistance approved for the Project in the form of mortgage recording tax exemption(s) relating to one or more financings secured in furtherance of the Project ($100,000.00); and WHEREAS, the Company has requested the Authority’s approval to enter into a certain permanent mortgage and related documents for the Project (collectively, the “Permanent Mortgage Documents”) in the total maximum principal amount of $15,450,000 in favor of M&T REALTY CAPITAL CORPORATION (the “Permanent Lender”), and in connection with same, is requesting the Authority’s approval to provide additional Financial Assistance in the amount of $54,500.00 in mortgage recording tax exemptions for the Permanent Mortgage Documents (the “Supplemental Assistance”, being under $100,000 and for which no additional or supplemental public hearing is required); and WHEREAS, the Authority desires to authorize the execution and delivery of the Permanent Mortgage Documents and provision of the Supplemental Assistance to the Company in furtherance of the Project. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. Subject to the Company’s payment of all fees and costs of the Authority in connection with same, the Authority hereby authorizes the execution and delivery of the Permanent Mortgage Documents and the provision of the Supplemental Assistance to the Company in furtherance of the Project. Page 3 of 5  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 Permanent Mortgage Documents and related instruments, and to the extent necessary, to execute and deliver any mortgage, assignment of leases and rents, security agreement, UCC-1 Financing Statements and all documents reasonably contemplated by these resolutions or required by the Permanent Lender, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby authorized to affix the seal of the Authority and to attest the same, all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman and/or the Executive Director/Chief Executive Officer of the Authority shall approve, the execution thereof by the Chairman, Vice Chairman or the Executive Director/Chief Executive Officer of the Authority to constitute conclusive evidence of such approval; provided, in all events, recourse against the Authority is limited to the Authority’s interest in the Project. 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. 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 September 24, 2021, 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 __________, 2021. ______________________________ (SEAL) Page 5 of 5