Troy Local Development Corporation
Regular MeetingTroy, NY · February 8, 2013
Minutes
TROY LOCAL DEVELOPMENT CORPORATION
Board of Directors Meeting Minutes
February 8, 2013
8:30 a.m.
BOARD MEMBERS PRESENT: Wallace Altes, Chair, Bill Dunne, Andrew Ross,
Ken Zalewski
ABSENT: Andrew Torres, Ph.D.
ALSO IN ATTENDANCE: Mayor Lou Rosamilia, Dep. Mayor Pete Ryan, Justin
Miller, Esq., Ashley Parslow and Kevin Mullen and Denee Zeigler
Minutes
Wallace Altes called the meeting to order at 8:30 a.m. and advised that they will be
meeting as a committee of the whole.
I. Review of minutes from the January 11, 2013 meeting. The board reviewed
the minutes and made a motion to approve.
Ken Zalewski made the motion to approve the minutes.
Andrew Ross seconded the motion, motion carried.
II. New Business
1. IRS 501c Status- Justin Miller gave an overview of what the change in
status means for the TLDC. Justin explained that the change from 507b
to 509a changes the LDC from a private foundation to a public charity.
This will allow the LDC to accept donations, specifically of land, that can
be claimed as charitable donations. Ken Zalewski asked if we had to
pass a resolution? Justin advised that they applied for this status last
year and it is coming through now.
2. Budget and Finance Report-Joe Mazzariello and Selena Skiba presented
to the board the current financials for the TLDC. Joe mentioned that
there would be approximately $96,000 coming in from Main Street grants.
He is also currently reviewing the Section 108 HUD loan.
Joe mentioned that Old World Provisions emailed a proposal of a plan to
bring their account current and revise how future payments are made.
Currently they are making payments that are interest only and nothing is
being applied to the principle. Monica Kurzejeski said he has been in
contact with them to discuss options. Both Joe and Monica agreed that
the proposal was not accepted, but are going to continue to work with
them to come up with a plan that works for all.
Selena questioned if there was a date for the closing for 88 King Street.
Bill explained that the sale of that parcel is tied to the Leonard Hospital
sale and both are waiting for the next steps.
The Chairman asked when the audit process would be started. Joe
advised that they will be coming in March and will have a presentation set
for April.
The Chairman asked for a motion to move into executive session in order
to discuss financial matters of the TLDC tenants as well as negotiations of
current projects.
Ken Zalewski made a motion to move to executive session.
Andy Ross seconded the motion, motion carried.
The Board returned from executive session, with no actions taken.
3. Rare Form Brewery-Kevin Mullen of Craft Brewing gave a presentation of
his plan to open a taproom at the corner of Third Street and Division
Street and what drew him to Troy, NY. He mentioned that the brewing
would be done offsite. They are asking for assistance in the amount of
$20,000. Kevin mentioned to the board that he will be working with local
establishments to see about carrying his product.
The board questioned parking for that location. Kevin said that he has a
good relationship with the Redfront and may be able to use their lot in
addition to the street parking.
Andy Ross wanted to disclose to the board that he will be renting space
to Kevin for the brewing.
The Chairman asked if there were any additional questions from the
board and asked if they wanted to make a motion to authorize
negotiations.
Ken Zalewski made a motion to authorize negotiations.
Bill Dunne seconded the motion.
Andy Ross abstained, motion carried.
Indigo Salon-Monica wanted to introduce the board to a project that is in
the works with Indigo Salon. They are currently on River Street, but are
out growing their space. She explained that they recently bought a
historical building on Second Street and are getting a 50/50 Façade grant.
MediMobile-Monica presented to the board a project that would assist in
purchasing additional vehicles used as medical transports for Vets. The
Chairman wanted to note that it seems like a great program, but is
outside of the realm of assistance that the TLDC can offer.
Marketing Money-Monica presented to the board a plan to budget
$20,000 for the creation of marketing brochures and promotional
materials that could be used to help advertise the City. Ken Zalewski
raised the question why the LDC would fund this and not the City.
Monica advised because the budget has already been adopted for this
year, there would not be any funds available. But maybe in the future
that is something that they can add in. Justin also stated that the LDC is
a supporting agency to the City. The Mayor agreed that the LDC is an
arm of the City, but they are their own entity. The LDC is a tool to market
the City. Ken Zalewski supported the idea of the City sharing the burden.
3. Economic Development Program-Monica discussed coming up with a
future plan for funds to be used and how to get additional funds. She
mentioned the Troy Redevelopment Fund as a possible matching source.
Bill advised the board that the sale of the former Leonard Hospital
building was passed by City Council and wanted to see if funds should be
set aside at this time to evaluate the building and site. The Chairman
agreed and asked if there was a motion to set aside $25,000.
Ken Zalewski made the motion to set aside $25,000 in funds.
Andy Ross seconded the motion, motion carried.
The Chairman advised that they would be moving into the Governance
committee portion of the meeting.
Governance Committee
The board had a discussion on the current By-laws and changes that were
made in 2010. Justin Miller gave some history on how the changes came
about. He explained that the By-laws were updated in 2010. Since the update,
there was a portion of the By-law that speaks about board members not being
able to hold the position of CEO. This portion was repealed, allowing board
members to be CEO with the restriction that they cannot participate in
discussions of salary or time and attendance related to their position. It came to
the attention of the board during the ABO compliance review that these new
revisions had not been updated to the current By-laws. Wally asked the board if
there were any questions about updating the By-laws to allow for a board
member to serve as Executive Director. There were no questions by the board.
Bill Dunne made a motion to accept the changes to the By-
laws dated February 8, 2013.
Ken Zalewski seconded the motion, motion carried.
The Chairman asked that they close the Governance Committee portion of the
meeting.
Ken Zalewski made a motion to close the Governance
Committee portion of the meeting.
Andy Ross seconded the motion, motion carried.
The regular Board reconvened to discuss the changes to the By-laws that were
reviewed by the Governance Committee.
Ken Zalewski made a motion to accept the changes to the by-
laws to allow a board member to serve as Executive Director.
Andy Ross seconded the motion.
Bill Dunne abstained, motion carried.
The Mayor asked if the board needs to re-appoint someone to Executive
Director.
Andy Ross made a motion for Bill Dunne to be Executive
Director of the TLDC.
Ken Zalewski seconded the motion,
Bill Dunne abstained, motion carried.
Mayor Lou Rosamila questioned whether or not Joe Mazzariello, the City
Comptroller, can be the CFO according to these changes or should they be
updated to mirror the IDA. Ken Zalewski felt the wording should be left as
it is. Justin reviewed with the board the section of the IDA By-laws that
discusses the position of treasurer. Andy Ross questioned if his time is able to
be charged back to the City. Joe Mazzariello explained that only with the IDA,
not with the LDC.
Justin clarified that Joe can be a member of the Board, it is the boards
responsibility to decide how it should be worded. Ashley Parslow explained
that one of the main reasons for the change was to keep the management
and staff separate.
The Chairman suggested that they take additional time to review the
changes and discuss them more at the next meeting. Justin Miller will
circulate a new copy of the By-laws with the changes for everyone to look
over. They need to decide whether to keep the wording as it is or change the
wording to be more specific regarding position of Chief Financial Officer.
Andy Ross made a motion to table any proposed changes.
Ken Zalewski seconded the motion,
Bill Dunne abstained, motion carried.
III. Adjournment
Bill Dunne made a motion to adjourn the meeting.
Andy Ross seconded the motion, motion carried.
The Board adjourned the meeting at 9:30.
Agenda
Wallace Altes, Chairman Bill Dunne
Andrew Ross, Vice Chairman Ken Zalewski
Andrew Torres, Ph.D.
TROY LOCAL DEVELOPMENT CORPORATION
Board of Directors Meeting
Planning Department Conference Room
City Hall
433 River Street, Suite 5001
Troy, New York 12180
February 08, 2013
8:30 a.m.
AGENDA
I. Approval of the Minutes from the January 11, 2013 meeting.
II. New Business
1. IRS 501c 3 status
2. Budget and Finance Report
3. Economic Development Program
4. New Projects - Rare Form Brewery, Indigo Salon, MediMobile, Marketing
Money
III. Old Business
1. Project Updates
2. King Fuels Site tenants
TROY LOCAL DEVELOPMENT CORPORATION
Board of Directors Meeting Minutes
January 11, 2013
8:30 a.m.
BOARD MEMBERS PRESENT: Wallace Altes, Chair, Bill Dunne, Andrew Ross,
Andrew Torres Ph.D., and Ken Zalewski
ABSENT:
ALSO IN ATTENDANCE: Justin Miller, Esq., Monica Kurzejeski, Joe Mazzariello,
Selena Skiba, Denee Zeigler, Tanya Dugal and Ashley Parslow
Minutes
Wallace Altes called the meeting to order at 8:45 a.m. and advised that they would be
meeting as a committee of the whole.
I. Review of minutes from the December 10, 2012 and December 21, 2012
meeting. The board reviewed the minutes and made a motion to approve the
minutes.
Ken Zalewski made the motion to approve the minutes.
Andrew Torres seconded the motion, motion carried.
II. New Business
The Chairman called the meeting to order at 8:45 and explained that they
would be meeting as a committee of the whole.
Wally took a minute to introduce Tanya Dugal and Ashley Parslow to the
Board. He explained that they are with The Authorities Budget Office and are
going to be working on a compliance review of the TLDC records from 2011.
Wally advised the board that Joe Mazzariello and Selena Skiba had a
presentation on the financials and suggested that they move to the audit and
finance committee portion of the meeting.
Ken Zalewski made the motion to move into the Committee
portion of the meeting.
Andrew Ross seconded the motion, motion carried.
Audit and Finance Committee
Joe presented to the board the results of the RFP sent out for an auditor for
the boards. Three quotes were received; Marvin & Company, The Bonadio
Group and Bollam, Sheedy & Tironi & Co. Joe explained all three were good
quotes, but BST’s was his choice out of the three based on their price and the
fact that they have historical knowledge of the Boards.
Ken Zalewski questioned the hourly rate they have listed. Joe advised that
the rates are for additional services that are not listed in the contract and he
does not anticipate using more than a few additional hours.
Bill Dunne asked if the price quoted for the CRC can be negotiated seeing as
that board did not have any activities. Justin Miller advised the IDA board to
take a look at it during Monday’s meeting. Joe Mazzariello will discuss with
BST.
Wally asked if there were any additional questions from the Board. With no
other questions the Board voted.
Andrew Ross made a motion to accept Joe Mazzariello’s
recommendation of Bollam, Sheedy & Tironi & Co. for
auditing services.
Ken Zalewski seconded the motion, motion carried.
Joe Mazzariello went over the Boards financials and advised that no historical
data has been entered into the system yet. They are still in the preliminary
stages of entering in all of the information but hope to have the books closed
by mid February. Wally asked for the final report to be presented to the
board in February.
Joe questioned where the board stood with Bomber’s Bridge Loan and Old
World Provisions. The chairman advised that the board will discuss the
Bomber’s loan later in the meeting. Monica Kurzejeski stated that Old World
may be in next week to submit material to us. Andrew Torres questioned
modifications to their contract. Justin advised that any changes would be
subject to board approval.
Joe asked the status of the LDC’s lease with Materials Recovery in South
Troy. Selena Skiba mentioned that a rent slip was mailed recently. Bill
Dunne mentioned that talks have been going on between the City and
National Grid, but stated that they should be going on between the TLDC and
National Grid. A request has been sent to National Grid to see where they
are at with remediation.
Selena Skiba stated that they are waiting to hear from us regarding the lease.
Justin Miller advised to send them a notice out for February, which will give
them 30 days.
Joe Mazzariello recommended an agreement be put in place between the
LDC & the City regarding staff services and office space.
Selena Skiba questioned Peter Marx’s maintenance agreement for 444 River
Street and if he gets a reduced rent and reimbursements. Monica advised
that she will meet with Selena to clarify the agreement.
Wally suggested that they close the audit and finance committee meeting and
move to the regular board meeting.
Ken Zalewski made the motion to move to the regular board
portion of the meeting.
Bill Dunne seconded the motion, motion carried.
Board Meeting
1. Monica discussed the LDC owned property at 9 First Street. She is
currently talking with Sam Judge Properties about the possibility of setting
up retail and residential units. She advised that it is a beautiful building
that needs some work. It is currently listed on LoopNet. Justin will look
into a grant that is attached to the property ($50,000). He also discussed
if they would want to put out an RFP, using the same process followed
when they purchased the Marvin Neitzel building and entered into a LDA.
The board agreed that the process was successful.
2. Bill Roehr discussed the “We live NY” grant application. He explained
that the grant uses NEXUS, a database, as a way for young
entrepreneurs to network and encourage their ideas. He was looking for
a match of $3,000 from the LDC. Bill Dunne explained that Mr. Coblentz
wanted to create an environment where people could share their ideas
and connect with others. Monica added that the mentoring program
would meet many of the needs of a young entrepreneur.
Andrew Torres asked if there would be additional steps that would need
to be taken if they were awarded the grant. Bill Roehr advised that they
were only asking for the matching funds but we may also be able to assist
them in a physical site. Ken Zalewski talked about the players involved
in the program and was very excited about it. He suggested a co-working
site. Monica suggested the old McDonald’s / OTB site by the parking
garage on Fourth and Fulton.
Ken Zalewski made the motion to provide a $3,000 in funds
for a match.
Andrew Torres seconded the motion, motion carried.
III. Old Business
1. Bomber’s Bridge Loan
The chairman suggested that they move to executive session to
discuss financial history and real estate issues regarding Bomber’s.
Andrew Ross made the motion to move to executive session.
Bill Dunne seconded the motion, motion carried.
The Board returned from executive session and agreed to have staff
reach out to the parties involved and to extend the agreement.
Andrew Ross made to motion to extend the loan until
December 31, 2013.
Andrew Torres seconded the motion, motion carried.
Andrew Torres questioned the mission statement of the TLDC and whether or
not they are intending to provide long term or short term loans. Wally
explained that the board should offer a short term issues that come up, not
have long term debt. Justin Miller suggested that at the next meeting the
board discusses their loan policy and guidelines as well as revisions that may
be needed to the bylaws. Wally suggested that the Board and Governance
Committee meet in February, no need to have the Audit and Finance
Committee meet unless something comes up.
IV. Adjournment
Monica updated the board that she has been in contact with the
brewery/taproom regarding coming to the area. Bill Dunne also updated the
board the The Cookie Factory is working to change locations to the old
Levonian Building.
The next meeting will be on Friday February 8, 2013 at 8:30 a.m. in the
planning department conference room.
Ken Zalewski made the motion to adjourn the meeting.
Bill Dunne seconded the motion, motion carried.
Get email alerts for Troy
A daily email when new agendas and minutes are posted.