Troy Local Development Corporation

Kevin O’Bryan, Chairman Andrew Ross, Vice Chairman Steven Strichman, Executive Director Dep. Mayor Monica Kurzejeski John Donohue TROY LOCAL DEVELOPMENT CORPORATION Board of Directors Meeting Planning Department Conference Room City Hall 433 River Street, Suite 5001 Troy, New York 12180 July 14, 2017 8:30 a.m. AGENDA I. Approval of Minutes from June 16, 2017 board meeting. II. BDAP Application – The Dutch Udder, 282 River Street III. Executive Director Report IV. Financials V. Old Business VI. New Business VII. Adjournment  TROY LOCAL DEVELOPMENT CORPORATION Board of Director Meeting Minutes June 16, 2017 8:30 a.m. BOARD MEMBERS PRESENT: Kevin O’Bryan, Steve Strichman, Hon. Monica Kurzejeski, Andy Ross and Hon. John Donohue ABSENT: ALSO IN ATTENDANCE: Robert Ryan, Esq., Mary Ellen Flores, Deanna DalPos and Denee Zeigler Minutes D The Chairman called the meeting to order at 8:30 a.m. I. Minutes R The board reviewed the minutes from the April 28, 2017 board meeting. T Steve Strichman made a motion to approve the April 28, 2017 board meeting minutes. AF Andy Ross seconded the motion, motion carried. II. Executive Session Mr. Strichman advised executive session is needed in order to discuss current details of a current litigation. Hon. John Donohue made a motion to enter executive session to discuss current litigation. Andy Ross seconded the motion, motion carried. Steve Strichman made a motion to adjourn executive session. Andy Ross seconded the motion, motion carried. Mr. Strichman noted that during executive session the board agreed on a settlement with Casale Construction regarding the King Fuels site and authorization was given to spend funds for decontamination of an excavator on site which Casale Construction will remove. Steve Strichman made a motion to approve the settlement agreement with Casale Construction and expend funds to decontaminate the excavator on site in order to be removed by Casale Construction. 1  Hon. John Donohue seconded the motion, motion carried. III. Executive Director’s Report Monolith Solar - Mr. Strichman advised the board that Monolith Solar will move forward with putting solar panels on the County Waste and eLot building. He advised there will be no cost to the LDC and we will receive a discount on the cost of power to the eLot building. 444 River Street – Mr. Strichman noted that the Vecino Group will be ready to close on the purchase of 444 River Street mid-July. Mr. Ross asked if they had a timeline to start the project. Mr. Strichman advised they will have to go through the planning and zoning process. National Grid – Mr. Strichman advised that we met with National Grid this week to discuss the relocation of the gas line; from along the river further inland. He advised that we had discussed a few years ago moving it to the eastside of the parcel and are now discussing to move to a different spot. He advised that there are new personnel at National Grid that are going to be moving forward with the project. Mr. Strichman advised that we will have to move the clean piles and do some light clean up on the site. He advised that there are some details to be worked out between Department of Labor and the contractors. D Ms. DalPos advised that she may have someone interested in the site. Ms. Kurzejeski spoke about a recent BOA conference that she attended and advised that R we only require a SEQR in order to designate the site as a BOA. She advised that in order for them to sign off, a development plan is needed. Ms. Kurzejeski advised that we may want to have a developer come in and clean up the site so they can tailor it to what they need and take advantage of the tax credits. The board agreed T that it is worth the time to take a look at options for the site that will help it move forward and create some incentive for developers. AF IV. Financials Ms. Flores discussed the balance sheet with the board members and advised that there are no significant changes. She advised that the funds regarding the Vecino Group closing will show up on the balance sheet in the next few months. Ms. Flores advised that there was an $8,000 loss for May related to professional fees to Bonadio’s audit. Hon. John Donohue made a motion to approve the financials as presented. Andy Ross seconded the motion, motion carried. The board reviewed and had a general discussion on the loans portfolio report that was distributed by Ms. Flores. The chairman noted that the loans showing all have short terms and will be closed in the next four years. Mr. Strichman noted that there are two loans that are consistently late. He advised that The Balance Loft has stated to him that the owner stated they had business interruption insurance, but he has not confirmed. He will be reaching out to them. The board had a general discussion about the Clark House loan for Donna’s restaurant which has since closed. Mr. Strichman advised that the loan is well secured and in good standing. He added that he is also using the restaurant 2  equipment he purchased, just in a different location. Mr. Donohue suggested that we set up a MOU to set the terms. Ms. Kurzejeski asked if not putting him in default would hinder us in the future if he did stop paying on the loan. Mr. Ryan advised that it should not be a problem, but will look into it. V. Old Business Mr. Ross asked about the closing on 444 River Street and if there was any mention in the agreement of a timeframe that the project had to completed by. Mr. Strichman advised not that he can recall and added that they will need to be coming through planning and zoning. He anticipated a fall start date. VI. New Business The chairman advised that there is not a new business item, but he would like to have a discussion about the type of large scale projects that we should be assisting with. He advised that this was brought to mind after the recent discussions on the property in Lansingburgh and questions/comments that came up regarding the LDC’s role. The chairman gave Mlock as an example of how a project can work; it is on the IDA side of things, but it has a beginning and an end. Mr. Ross suggested that we take a look at the projects on a case by case basis. Ms. Kurzejeski noted that surrounding counties have LDC’s that are their own entity and received funding D from another source that help them take on the role of economic development. She advised that something like that could be a plan for the future and would require some restructuring, but added that we have been really successful with offering small R startup loans to new businesses. The board agreed. Mr. Donohue advised that he does not want to see us shy away from the larger projects. The chairman advised that the LDC will be able to play a role in assisting the city, but T we cannot take on large projects on our own. Ms. Kurzejeski noted that we also need to make sure that we do not make the same mistakes that have happened in AF the past. The board agreed. The chairman noted that there was some funding that went along with the project at the King Fuels site, but over time the LDC lost sight and started to look at it as a resource because there was a plan in place for the site. He advised that luckily we have been able to make the payments, but need to come up with opportunities to continue to generate income. The board had a general discussion on the grant process. The chairman noted that this has been a good discussion and wants the board members to be informed and prepared to explain to people as to why or why not we do things. The board had a general discussion on the background of the Leonard Hospital site and what might be able to be done with the LDC going forward. Mr. Donohue noted that it is interesting to see all of the things that happen behind the scenes that make a project happen or not happen. He added that the LDC is doing a great job with the resources we have, but looks forward to the work we can do if we were able to bring in some additional resources. VII. Adjournment With no additional business to discuss, the meeting was adjourned at 9:33 a.m. Hon. John Donohue made a motion to adjourn the meeting. Hon. Monica Kurzejeski seconded the motion, motion carried. 3  AUTHORIZING RESOLUTION (The Dutch Udder, LLC – Loan Agreement) A regular meeting of the Troy Local Development Corporation was convened on July 14, 2017, at 8:30 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. ______________ RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION AUTHORIZING (i) THE ISSUANCE OF A $20,000.00 LOAN TO THE DUTCH UDDER, LLC WITH RESPECT TO A CERTAIN PROJECT (AS DEFINED HEREIN) AND (ii) THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND RELATED DOCUMENTS. WHEREAS, The Troy Local Development Corporation (the “Corporation”) is a duly- established, not-for-profit local development corporation of the State pursuant to Section 1411(h) of the Not-for-Profit Corporation Law (“N-PCL”) and a Certificate of Reincorporation filed on April 5, 2010 (the “Certificate”) established for the charitable and public purposes of relieving and reducing unemployment, promoting and providing for additional and maximum employment, bettering and maintaining job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, by encouraging the development of, or retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and WHEREAS, THE DUTCH UDDER, LLC (the “Company”), has requested assistance from the Corporation in connection with a certain project (the “Project”) consisting of the use of working capital to acquire a Batch Freezer to be used in connection with supplying ice cream to the Company’s retail store located at 282 River Street, Troy, New York; and WHEREAS, in furtherance of the Project, the Company has requested financing from the Corporation in the form of a $20,000.00 Loan (the “Loan”) to assist the Company to undertake the Project; and WHEREAS, the Corporation desires to authorize the issuance of the Loan, the terms of which have been presented at this meeting, and approve the execution and delivery of a Loan Agreement (“Agreement”), along with related documents, to memorialize the terms and conditions by which the Loan shall be extended by the Corporation, including the repayment thereof and security therefore. NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Corporation hereby authorizes the provision of the Loan to the Company in furtherance of the Project. The Chairman, Vice Chairman and/or the Chief Executive Officer of the Corporation are hereby authorized, on behalf of the Corporation, to execute and deliver a Loan Agreement, along with related documents (collectively, the “Loan Documents”), in such form as prepared and approved by counsel to the Corporation and as approved by the Chairman, Vice Chairman and/or the Chief Executive Officer. Section 2. The Secretary or Assistant Secretary of the Corporation are hereby authorized, where appropriate, to affix the seal of the Corporation to the Loan Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman and/or Chief Executive Officer of the Corporation shall approve, and the execution thereof by the Chairman, Vice Chairman and/or Chief Executive Officer of the Corporation to constitute conclusive evidence of such approval. Section 3. The officers, employees and agents of the Corporation are hereby authorized and directed for and in the name and on behalf of the Corporation 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 Corporation with all of the terms, covenants and provisions of the documents executed for and on behalf of the Corporation. Section 4. 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: Yea Nea Absent Abstain Kevin O’Bryan [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Monica Kurzejeski [ ] [ ] [ ] [ ] Steven Strichman [ ] [ ] [ ] [ ] John Donohue [ ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. 2 STATE OF NEW YORK ) COUNTY OF RENSSELAER ) ss.: I, the undersigned Secretary of the Troy Local Development Corporation, DO HEREBY CERTIFY: That I have compared the annexed extract of minutes of the meeting of the Troy Local Development Corporation (the " Corporation "), including the resolution contained therein, held on July 14, 2017 with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Corporation and of such resolution set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FURTHER CERTIFY, that all members of said Corporation had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FURTHER CERTIFY, that there was a quorum of the members of the Corporation 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 modified. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Corporation this _______ day of ______________, 2017. Secretary [SEAL] 3