Troy Local Development Corporation

Chairman Board Members Kevin O’Bryan Hon. Monica Kurzejeski Vice‐Chair Hon. David Bissember Andy Ross Executive Director Steven Strichman Board of Directors Meeting Planning Department Conference Room City Hall 433 River Street, Suite 5001 Troy, New York 12180 June 15, 2018 8:30 a.m. AGENDA I. Approval of Minutes from May 18, 2018 board meeting. II. King Fuels III. BDAP Loan – Susan Dunckel IV. Executive Director Report V. Financials VI. Old Business VII. New Business VIII. Adjournment  Regular Board Meeting Minutes May 18, 2018 8:30 a.m. BOARD MEMBERS PRESENT: Kevin O’Bryan, Steve Strichman, Hon. Monica Kurzejeski and Hon. David Bissember ABSENT: Andy Ross D ALSO IN ATTENDANCE: Justin Miller, Jim Lozano, Mary Ellen Flores, Deanna DalPos, Lucas Nathan and Denee Zeigler Minutes R The regular board meeting was called to order at 8:30 a.m. I. Minutes T AF The board reviewed the minutes from the April 20, 2018 agenda. Steven Strichman made a motion to approve the minutes for the April 20, 2018 meeting. David Bissember seconded the motion, motion carried. II. Executive Session Mr. Miller advised that there is an item that needs to be discussed in executive session regarding proposed, pending or current litigation. Steven Strichman made a motion to go into executive session to discuss pending and current litigation. Hon. David Bissember seconded the motion, motion carried. Hon. David Bissember made a motion to adjourn executive session with no action taken. Steven Strichman seconded the motion, motion carried. III. Executive Director Report Economic Development Coordinator - Mr. Strichman advised that the Planning Department will be losing a staff member, Cheryl Kennedy. He noted that she has done a great job during her time here. 1  King Fuels – Mr. Strichman advised that he is in discussions with a potential purchaser for the northern portion of the King Fuels site. He advised that he will keep the board updated on any developments. IV. Financials Ms. Flores advised there is $3.4 million in assets versus $2.2 in liabilities and $1.2 million in equity. She advised that the biggest change on the balance sheet is the $5,000 allowance for uncollectable accounts and the two entries made by the auditors regarding the King Fuels site. Ms. Flores went over the P&L with the board members. She advised that there is $3,000 deficit for the month of April. She advised $19,000 in income and noted $12,000 in accrued rent from Hudson River Recycling that has not been collected and the rest were related to legal fees. Ms. Flores advised that there are no loans that are over 60 days. She advised that three loans will completed this year. Mr. Bissember asked about the PILOT payments showing up on the financials. Mr. Miller advised that the LDC has two PILOTs; former e-Lot site and Waste Connections. D Hon. Monica Kurzejeski made a motion to approve the financials as presented. V. R Steven Strichman seconded the motion, motion carried. Adjournment T With no new or old business to discuss, LDC board meeting was adjourned at 8:56 AF a.m. Steven Strichman made a motion to adjourn the LDC board meeting. Hon. Monica Kurzejeski seconded the motion, motion carried. 2  TEMPORARY LICENSE AGREEMENT PERMITTING ENTRY ON PROPERTY THIS TEMPORARY LICENSE AGREEMENT PERMITTING ENTRY ON PROPERTY (herein, this “Agreement”), entered into this ______ day of _____________, 2018 by and between NIAGARA MOHAWK POWER CORPORATION, doing business as NATIONAL GRID, a corporation organized and existing under the laws of the State of New York, having its principal place of business at 300 Erie Boulevard West Syracuse, New York, 13202, hereinafter referred to as “LICENSEE”, and TROY LOCAL DEVELOPMENT CORPORATION, a not-for-profit local development corporation of the State of New York having a place of business at 433 River Street, Suite 5001, Troy, New York, 12180, hereinafter referred to as “LICENSOR” (LICENSEE and LICENSOR may each be referred to as a “Party,” or collectively referred to as the “Parties”) WHEREAS, LICENSOR is the owner of certain real property in the City of Troy, County of Rensselaer, State of New York and is further identified as Tax Map Parcel 111.75-1-1./1 located at 7990-8053 Main Street, Troy, New York 12180 (the “Premises”); and WHEREAS, LICENSEE has requested permission to enter and perform certain activities upon the Licensed Property (the “Work”, as defined herein); and WHEREAS, LICENSOR is willing to grant LICENSEE a temporary license for such entry upon the Licensed Property and Work, subject to the terms and conditions hereinafter set forth; NOW, THEREFOR, the Parties hereto agree as follows: 1) LICENSOR represents and warrants to LICENSEE it is the fee owner of record of the Premises pursuant to a certain Warranty Deed, dated October 6, 2006, and recorded October 8, 2006 in the Office of the Rensselaer County Clerk as Document Number 2006-00247547 in Deed Bk. 3765 at Pg. 264. 2) That LICENSOR, in consideration of ONE DOLLAR ($1.00) and the covenants herein, has granted and does hereby grant a temporary license and permit to LICENSEE, its employees, agents, representatives, independent contractors, and invitees to enter and perform activities upon the Licensed Property (the “Temporary License”) for the purpose of inspecting, investigating and photographing the Property; collecting surface and subsurface soil samples, including borings and sediment samples; collecting surface water, groundwater, and wastewater samples (hereinafter collectively the “Work”) LICENSOR grants LICENSEE the right to remove from the Licensed Property samples taken in the course of conducting this Work. 3) All Work performed by LICENSEE and/or its agents upon the Licensed Property shall be done consistent with the provisions hereof. 4) This Agreement shall become effective as of the date first set above and shall terminate on July 31, 2018 (“Term”). LICENSEE agrees to commence and proceed with the completion of the Work in a commercially reasonable manner and time frame. LICENSEE shall have the right to terminate the Temporary License prior to the expiration of the Term upon completion of the Work, determined by LICENSEE’S sole discretion, which termination will become  effective upon written notice to LICENSOR. The Term may be extended for a period of time to be determined by LICENSOR with LICENSOR’S written consent being required for such extension, should LICENSEE request to perform additional investigation. Upon termination or expiration of the Term, this Agreement shall be of no further force and effect, except for those provisions that expressly survive such expiration or termination. 5) It is understood and agreed that no vested right in the Licensed Property or the Premises is hereby granted or conveyed, and that the Temporary License hereby given is subject to any and all encumbrances, conditions, restrictions, and reservations upon or under which LICENSOR holds the Premises. LICENSOR agrees to apprise LICENSEE of any such encumbrances, conditions, restrictions, and reservations at the earliest possible time, but in any event, before LICENSEE’S entry upon the Licensed Property. 6) LICENSEE hereby indemnifies and saves harmless LICENSOR along with its successors and assigns (hereinafter, the “Indemnified Parties”), against all loss, damage, or injury to property or persons caused by the intentional acts and/or negligence of LICENSEE, its employees, agents, representatives, independent contractors, subcontractors and invitees during their entry or presence upon the Licensed Property pursuant to this Agreement. LICENSEE hereby defends, indemnifies and holds harmless the Indemnified Parties against any and all claims, costs, judgments, liens, or actions, for damage to the any portion of the Premises or injury to persons suffered on, or resulting or arising from the LICENSEE’s completion of the Work on the Licensed Property, including any activities, actions, malfeasance or omissions of the LICENSEE or any officer, employee, director, agent or contractor of the LICENSEE. The provisions of this paragraph shall survive termination of this Agreement. The LICENSEE further hereby protects, defends, indemnifies and holds harmless the Indemnified Parties against any and all claims, costs, judgments, liens, or actions, for claims, judgments, actions and any related liens associated with the LICENSEE’s business activities related to completion of the Work as same may affect the LICENSOR’s title, to the Licensed Property, including, but not limited to any action or dispute that may give rise to a lien against the Premises, or any portion thereof. If at any point during the Term hereof an action or proceeding (whether coupled with a lien filing or not) is threatened or initiated by a third party against the LICENSOR’s title to, the Premises in connection with the LICENSEE’s activities related to the Work which are relative to the Licensed Property, or otherwise, the LICENSEE shall be deemed in default of this Agreement unless cured within five (5) business days of written demand to cure tendered by the LICENSOR. The LICENSEE’s failure to cure such a default (whether through payment, settlement, performance or payment bond, or otherwise) within said five (5) day period shall have the effect of terminating this Agreement, including all Temporary License rights and any other rights of the LICENSEE with respect to the Licensed Property and contained herein or otherwise. In all events, the LICENSEE’s indemnification of the Indemnified Parties and obligation to pay all  of the Indemnified Parties’ costs associated with the Work shall survive the termination of this Agreement. 7) LICENSOR agrees that it will not take, or cause to be taken, any action that will unreasonably interfere with or adversely affect LICENSEE'S Work on the Licensed Property. 8) Upon completion of the Work, LICENSEE shall, to the extent practicable, restore the Licensed Property to a condition reasonably consistent with that which existed prior to LICENSEE'S entry pursuant to this Agreement upon LICENSOR’S Licensed Property. 9) The rights, privileges, duties, and obligations of the Parties hereto under this Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns of said Parties, respectively. This Agreement is solely for benefit of said Parties and their successors and assigns and may not be enforced by nor shall it be construed for the benefit of, any third party. 10) This Agreement contains the sole and entire Agreement between the Parties, and cannot be altered or amended except by the written consent of all Parties with reference to this Agreement. 11) Notwithstanding any provisions to the contrary in this Agreement, no Party hereto shall waive any privilege or any other defenses that it may have based upon any information, oral or otherwise, disclosed, revealed, given to such Party by  another Party, or otherwise made known, as a result of the activities arising from this Agreement. 12) Except as provided in Paragraphs 6 above, nothing in this Agreement in any way estops, bars, or otherwise prevents the Parties hereto from asserting any and all claims against each other or against any third party regarding the environmental conditions on or around the Premises, and nothing herein shall be construed as a waiver of any cause of action, claim, demand, or defense the Parties hereto might otherwise have under statutory law, common law, or otherwise against each other or against any third party. 13) LICENSOR represents to LICENSEE that the execution, acknowledgement and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by LICENSOR and that the person signing has the authority to sign and deliver this Agreement on LICENSOR’S behalf and thereby bind LICENSOR to the same. LICENSEE represents to LICENSOR that the execution, acknowledgement and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by LICENSEE and that the person signing has the authority to sign and deliver this Agreement on its behalf and thereby bind LICENSEE to the same. 14) In case one or more of the provisions contained in the Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired  thereby. 15) During the Term of this Agreement, LICENSOR shall notify LICENSEE in advance as promptly as practicable of the proposed transfer or sale of all or any part of the Property, a copy of which shall be provided to LICENSEE upon execution and delivery thereof. 16) This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 17) License Insurance Requirements. At all times throughout the term of this Agreement, the LICENSEE and all agents and subcontractors of LICENSEE engaged to perform the Work shall maintain the following insurance: (a) Worker’s compensation insurance, disability benefits insurance, and each other form of insurance which the Parties hereto are required by law to provide, covering loss resulting from injury, sickness, disability or death of employees of the LICENSEE performing the Work. (b) Insurance against loss or losses from liabilities imposed by law or assumed in any written contract and arising from personal injury and death or damage to the property of others caused by any accident or occurrence, with limits of not less than $2,000,000 per accident or occurrence on account of personal injury, including death resulting therefrom, and $2,000,000 per accident or occurrence on account of damage to the property of others, excluding liability imposed upon the LICENSOR by any applicable workmen's compensation law; and a blanket excess liability policy in the amount not less than $10,000,000, protecting the LICENSOR, against any loss or liability or damage for personal injury or property damage. All insurance required by this Agreement shall name the LICENSOR as Additional Insured. All such insurance shall be procured and maintained in financially sound and generally recognized responsible insurance companies selected by the LICENSEE and authorized to write such insurance in New York State. Such insurance may be written with deductible amounts comparable to those on similar policies carried by other companies engaged in businesses similar in size, character and other respects to those in which the LICENSEE is engaged. All policies evidencing such insurance shall provide for (i) payment of the losses of the LICENSOR, LICENSEE as their respective interests may appear, and (ii) if possible, at least thirty (30) days written notice of the cancellation thereof to the LICENSEE and LICENSOR. All such certificates of insurance of the insurers that such insurance is in force and effect, shall be deposited with the LICENSOR on or before the first occasion on which LICENSEE is to enter on the Licensed Property for the purposes described in this Agreement. Prior to expiration of the policy evidenced by said certificates, the LICENSEE shall furnish the LICENSOR evidence that the policy has been renewed or replaced or is no longer required by this Agreement. [SIGNATURE PAGE TO FOLLOW]  IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above. LICENSOR: LICENSEE: Troy Local Development Niagara Mohawk Power Corporation Corporation d/b/a National Grid By: ___________________________ By: ____________________________ Name: Steven Strichman Name: Keith P. McAfee Its: Executive Director Its: VP of Operations PROPOSED SOIL BORING (APPROXIMATE) DRAFT  ADDITIONAL SKILLS & AWARDS 2001 Bronze Winner of Cuisine Magic, 2002 Silver Winner of Cuisine Magic, 2003 Gold Winner of Cuisine Magic, 2014 Best of Troy Record and Capital Region Living Magazine, 2015 Best of Troy Record, Metro land, and Capital Region Living Magazine, 2016 Best of Troy Record and Capital Region Living Magazine YWCA of the GCR Board of Directors, Fundraising Chair Member of the Ressler County Historical Society Member of the Troy Waterfront Farmers' Market Member of Tech Valley Center of Gravity PAGE 11