Troy Industrial Development Authority

Board Members Chair Josh Chiappone Justin Nadeau Susan Farrell Vice Chair Elbert Watson Hon. Jim Gulli Stephanie Fitch Latasha Gardner Executive Director Hon. Sue Steele Steven Strichman BOARD OF DIRECTORS MEETING JULY 15, 2022 10:00 a.m. I. Approval of Minutes from the June 17, 2022. II. Executive Director’s Report III. Financials IV. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  June 17, 2022 10:00 AM Regular Board Meeting Present: Justin Nadeau, Jim Gulli, Elbert Watson, Josh Chiappone, Susan Farrell and Sue Steele. Absent: Latasha Gardner and Stephanie Fitch Also in attendance: Steven Strichman, Justin Miller Esq., Mary Ellen Flores, Matt Jones, Sharon Martin and Denee Zeigler. I. Minutes D The board reviewed the regular board meeting minutes from May 20, 2022. R Sue Steele made a motion to approve the May 20, 2022 regular board meeting minutes. Jim Gulli seconded the motion, motion carried. II. T Hoosick Hotel Development Group – Authorizing Resolution AF Mr. Miller spoke about the background of the Hilton Hotel on Hoosick Street approved in 2009. Mr. Miller advised they are refinancing and this resolution will allow the IDA to remain listed on the mortgages. He added that no new financial assistance is being requested. Mr. Watson asked if we could get a copy of the new appraisal. Mr. Miller will make that request. (See attached Resolution 06/22 #1) Sue Steele made a motion to approve the authorizing resolution related to the refinancing of the Hoosick Hotel Development Group, LLC project. Elbert Watson seconded the motion, motion carried. III. Executive Director Report Lion Factory – The closing for this project was yesterday. He noted that this will be a great project for Lansingburgh. Montroy Management – The open house was yesterday for this project and the apartments looked great; several board members were able to attend. Rensselaer County Chamber –There was an expenditure of $500 last month for the Rensselaer County Chamber of Commerce’s annual dinner. 1  Map of Troy – A City of Troy map from 1928 was given to us by Greenman Peterson that we would like to have framed. It will be scanned by the city before being framed. He noted that the quote from Clement Framers will be about $2000. IV. Financials Mr. Jones presented the statement of financial position to the board. He advised that as of May 31, 2022, there is $654,320 in assets and $517,415 in cash. He advised no liabilities, leaving a fund balance of $654,320. Most significant change was due to addition of the Mlock parcel that we still own. Mr. Jones presented the statement of activity for May and explained there is a deficit of $1,543.95. No significant source of revenue. The largest expense was for accounting fees. Mr. Watson asked about the gain on asset. Mr. Jones explained it is related to the sale of the portion of the Mlock parcel. Mr. Watson asked about the two $500 fees. Mr. Jones advised they have been received. Jim Gulli made a motion to approve the financials as presented. Elbert Watson seconded the motion, motion carried. V. Adjournment D Mr. Strichman noted that we have a vacancy for a board member in the industry sector. With no additional business to discuss, the IDA regular board meeting was adjourned at 10:13 a.m. R Sue Steele made a motion to adjourn IDA board meeting at 10:13. Jim Gulli seconded the motion, motion carried. T AF 2  AUTHORIZING RESOLUTION (Hoosick Hotel Development Group, LLC Project) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on June 17, 2022 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 Justin Nadeau X Elbert Watson X Susan Farrell X D Hon. Sue Steele Hon. Jim Gulli Josh Chiappone Stephanie Fitch X X X X R Latasha Gardner X The following persons were ALSO PRESENT: Steven Strichman, Justin Miller Esq., T MaryEllen Flores, Matt Jones, Sharon Martin and Denee Zeigler. AF 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 Hoosick Hotel Development Group, LLC. On motion duly made by Sue Steele and seconded by Elbert Watson, the following resolution was placed before the members of the Troy Industrial Development Authority: Member Aye Nay Abstain Absent Justin Nadeau X Elbert Watson X Susan Farrell X Hon. Sue Steele X Hon. Jim Gulli X Josh Chiappone X Stephanie Fitch X Latasha Gardner X Page 1 of 4  Resolution No. 06/22 #1 RESOLUTION OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN REFINANCING DOCUMENTS AND AGREEMENTS IN CONNECTION WITH A CERTAIN PROJECT PREVIOUSLY UNDERTAKEN FOR THE BENEFIT OF HOOSICK HOTEL DEVELOPMENT GROUP, LLC 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 D WHEREAS, by resolution dated January 25, 2008, the Authority appointed HOOSICK HOTEL DEVELOPMENT GROUP, LLC (the “Company”) as its agent to undertake a certain project (the “Project”) consisting of (i) the acquisition by the Authority of an interest in one or R more parcels of real property located at 225, 227, 229, 237, 239, 241 and 243 Hoosick Street and 2407 Lavin Court, City of Troy, County of Rensselaer, State of New York (the “Land”) and the existing improvements located thereon, including certain vacant residential structures (the “Existing Improvements”), (ii) the demolition of five vacant residential structures, and the new T construction of an approximately 106,000 square foot, 125 room, seven story, select service hotel AF with associated retail, restaurant, conference and ancillary space (collectively, the “Improvements”), and (iii) the acquisition and installation by the Company in and around the Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company's projected increase in the number of employees currently working at the Project facility (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”); and WHEREAS, to assist the Company in its acquisition, construction and equipping of the Facility, the Authority (i) acquired a leasehold interest in the land, improvements and personal property constituting the Facility from the Company, pursuant to a certain lease agreement, dated as of April 1, 2008 (the “Lease Agreement”); (ii) leased its interest in the land, improvements and personal property constituting the Facility back to the Company pursuant to a certain Leaseback Agreement, dated as of April 1, 2008 (the “Leaseback Agreement”); and (iii) executed a certain Mortgage with the Company in favor of FIRST NIAGARA BANK, dated as of February 27, 2009 (the “First Niagara Mortgage”) with respect to the Facility; and WHEREAS, the Authority previously participated in the refinancing of the First Niagara Mortgage through amending, restating and consolidating the First Niagara Mortgage (collectively, the “2012 Refinancing”) with the proceeds of a loan (the “Loan”) from PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC, which was secured by (i) a certain Page 2 of 4 Amended and Restated Fee and Leasehold Mortgage and Security Agreement, and (ii) a certain Assignment of Leases and Rents, along with related documents, each dated as of September 21, 2012 (collectively, the “2012 Refinancing Documents”); and WHEREAS, in connection with the proposed refinancing of the Facility and 2012 Refinancing Documents, the Company has requested the Authority’s participation in a certain refinancing (the “2022 Refinancing”) to be provided by CAPITAL BANK in the amount of $13,500,000 and secured by one or more mortgages and related assignment agreements (the “2022 Refinancing Documents”); and WHEREAS, the Authority desires to adopt a resolution authorizing participation in the 2022 Refinancing, along with the execution and delivery of the 2022 Refinancing Documents, provided, however, that no additional New York State mortgage recording taxes will be exempted by virtue of the Authority’s participation in same. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: D Section 1. The Authority hereby authorizes the undertaking of and participation in the 2022 Refinancing, and further authorizes the Chairman, Vice Chairman and/or the Executive Director/Chief Executive Officer of the Authority to execute and deliver the 2022 Refinancing R Documents, including 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 Bank, and, where appropriate, the Secretary or Assistant Secretary of the Authority is hereby authorized to affix the seal of the Authority to the Authority Documents and T to attest the same, all with such changes, variations, omissions and insertions as the Chairman, AF 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, that the Company pays all fees and costs of the Authority and recourse against the Authority is limited to the Authority’s interest in the Project. Section 2. 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 3. These Resolutions shall take effect immediately. Page 3 of 4  T AF R D