Troy Local Development Corporation

Chair Board Members Heidi Knoblauch Hon. Monica Kurzejeski Hon. David Bissember Vice‐Chair Executive Director Andy Ross Steven Strichman Board of Directors Meeting Planning Department Conference Room City Hall 433 River Street, Suite 5001 Troy, New York 12180 July 19, 2019 9:00 a.m. AGENDA I. Approval of Minutes from the June 28, 2019 board meeting. II. Authorizing Resolution - King Fuels ACM Remediation Project III. Authorizing Resolution – 3t Architect, PLLC, Franklin Alley IV. Executive Director’s report V. Financials VI. Old Business VII. New Business VIII. Adjournment  Regular Board Meeting Minutes June 28, 2019 9:00 a.m. BOARD MEMBERS PRESENT: Heidi Knoblauch, Hon. David Bissember, Andy Ross and Steve Strichman ABSENT: Hon. Monica Kurzejeski ALSO IN ATTENDANCE: Mary Ellen Flores, Luke Nathan, Kathleen Tesnakis, Deanna Dal D Pos and Denee Zeigler The regular board meeting was called to order at 9:00 a.m. I. Minutes R The board reviewed the minutes from the May 31, 2019 meeting. T Andy Ross made a motion to approve the minutes for the May 31, 2019 AF meeting. Steven Strichman seconded the motion, motion carried. II. King Fuels Clean-up Mr. Strichman explained to the board that we recently spent some money to clean up non-hazardous materials at the King Fuels site and BID out the hazardous portion. The bids came back and were within reasonable range. Mr. Strichman advised that an application has been prepared to the CRC for a grant request in the amount of $100,000 and to the IDA for funding in the amount of $300,000. He added that there may also be a National Grid grant that we will be applying for. Mr. Strichman explained that the LDC would be responsible for the remaining $100,000. The board reviewed a map of the area. Mr. Strichman noted that the hazardous clean-up phase should take about 10 weeks and then National Grid can begin their remediation next year. He advised that the IDA will hold a public hearing July 19th. The board discussed the importance of securing the site once the hazardous clean-up has been completed. The chair noted that the removal of the non-hazardous materials last month helped to secure a reasonable BID and thanked staff for ensuring that the project keeps moving forward. III. BDAP Loan - ekologic Mr. Strichman advised that ecologic has submitted an application to the LDC for a short term working capital loan and noted that they have successfully applied and 1  satisfied other similar loans in the past. Ms. Tesnakis spoke about the background of her company and her participation in the Grand Central Terminal Holiday Show the past few years. She advised that she has experienced a tremendous amount of growth since first coming to the board. Mr. Bissember asked about her business growth. Ms. Tesnakis explained that she has gained a following as part of the fashion revolution where people are interested in companies that are responsible manufacturers, unique, all natural and eco-friendly. Mr. Strichman asked when the holiday show is. Ms. Tesknakis advised it runs from November 18 – December 24. Steven Strichman made a motion to approve the BDAP loan to Ekologic, Inc. in the amount of $10,000 for working capital and fees for the Grand Central Station Holiday Show. Hon. David Bissember seconded the motion, motion carried. IV. Executive Director Report King Fuels - Mr. Strichman noted that he is very happy to see this site cleanup moving forward and had no other items to report on. V. Financials Ms. Flores noted there is $3.2 Million in assets with $2.1 in liabilities and $1.1 in equity. She advised no real changes since the last meeting. D Ms. Flores noted a deficit of $6,600 for the month. Mr. Strichman advised all of the loans look good. The chair asked that we do an R audit of all loans to make sure closed loans have the liens removed. Andy Ross made a motion to approve the financials as presented. Hon. David Bissember seconded the motion, motion carried. T AF VI. Old Business Mr. Strichman noted that the sale of three properties to the LDC from the city was approved at the last city council meeting and there will be more on this next month. The chair explained that there are now three vacant storefronts in the downtown and wanted to spread the work to potential businesses that we are here for assistance. Ms. Dal Pos explained that two of the spaces may be filled soon. VII. Adjournment With no additional business to discuss, the LDC board meeting was adjourned at 9:28 a.m. Andy Ross made a motion to adjourn the LDC board meeting. Hon. David Bissember seconded the motion, motion carried. 2  AUTHORIZING RESOLUTION (King Fuels ACM Remediation Project) A regular meeting of the Troy Local Development Corporation was convened on July 19, 2019, at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. ______________ RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION AUTHORIZING (i) THE UNDERTAKING OF A CERTAIN ACM REMOVAL PROJECT (AS MORE PARTICULARLY DESCRIBED HEREIN), (ii) THE SELECTION AND ENGAGEMENT OF A CONTRACTOR TO UNDERTAKE THE ACM REMOVAL, (iii) THE ESTABLISHMENT OF A CAPITAL PROJECT AND BUDGET FOR THE ACM REMOVAL, INCLUDING THE APPLICATION FOR AND RECEIPT OF FUNDING SOURCES; AND (iv) THE EXECUTION AND DELIVERY OF ALL 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, in furtherance of the Corporation’s purposes and powers, the Corporation previously acquired what is commonly known and referred to as the “Former King Fuels Site” (hereinafter, the “Site”) pursuant to a certain Bankruptcy Court Order signed September 19, 2006 by the Honorable Robert E. Littlefield, Jr., United States Bankruptcy Judge, entitled United States Bankruptcy Court, Northern District of New York, In Re The King Service, Inc., d/b/a King Fuels, Debtor, Chapter 7, Case No. 04-14661, Order Granting Chapter 7 Trustee’s Motion and Approving Sale of Certain Assets Free and Clear of Liens Pursuant to U.S.C. Sec. 363 (the “Bankruptcy Order”); and WHEREAS, pursuant to the Bankruptcy Order, the Corporation accepted a certain Trustee’s Deed, dated October 6, 2006 and recorded in the Rensselaer County Clerk’s Office at Book 3752 of Deeds at Page 265 (the “Deed”) relating to the Site, such Deed conveying three (3) parcels of real estate comprising a total of approximately 22 acres of land, including a parcel being more particularly identified as TMID No. 111.75-1-1./1, comprised of 16.16 acres, more or less (“Parcel 1”); and  WHEREAS, Parcel 1 subject to the terms of: (i) a certain Order on Consent Index No. A4-0473-0000 between Niagara Mohawk Power Corporation, d/b/a National Grid (“National Grid”), and the New York State Department of Environmental Conservation (“NYSDEC”) effective November 17, 2003, superseding and replacing Order on Consent Index No. D0-0001- 9210 between NYSDEC and the Company, effective December 7, 1992; (ii) NYSDEC Record of Decision (“ROD”), NIMO Troy – Water Street MGP Site, Operable Unit No. 1, Area 2 – Former Plant Site, Site Number 4-42-029, July 2003; and (iii) the Decision and Order of Supreme Court Justice James B. Canfield dated June 1, 2005, in Application of NYSDEC v. The King Service, Inc., d/b/a King Fuels, Richard Slote and Daniel Slote (Renss. Co. Index No. 214569) (collectively, the above documents are referred to herein as the “Order”, as amended), such Order mandating National Grid’s required remediation of the Site pursuant to and in accordance with the Order and NYSDEC-approved selected remedies (collectively herein, the “Remediation”); and WHEREAS, the Corporation and the Troy Industrial Development Authority (the “Authority”) previously undertook a certain project (the “Project”) for the benefit of the Corporation consisting of (i) the acquisition by the Authority of a leasehold interest in the Site, including Parcel 1 (hereinafter, the “Land”), along with the existing building improvements, infrastructure, roadway and other improvements located thereon (the “Existing Improvements”), (ii) undertaking certain planning, design, engineering and permitting activities relating to the Land, Existing Improvements and Facility for future development by the Company as a multi- tenanted commercial and industrial park (collectively, the “Redevelopment Plan”), including certain site stabilization, demolition, excavation and other remediation activities in and around the Land and Existing Improvements (the “Site Work”, and together with the Land and Existing Improvements, the “Facility”), and (iii) the lease by the Authority of the Facility back to the Company for (a) the continued leasing of certain portions of the Existing Improvements for commercial operations and (b) the undertaking by the Company of the Redevelopment Plan and Site Work; and WHEREAS, pursuant to the provisions of a certain Leaseback Agreement entered into by the Authority and Corporation, dated August 1, 2011(the “Leaseback Agreement”), and as a component of a straight lease transaction undertaken pursuant to the Authority’s Enabling Act, the Corporation is undertaking certain remediation and removal of asbestos containing materials (“ACM”) to finalize the Site Work (the “ACM Removal”); and WHEREAS, the ACM Removal has been determined to be necessary and required in connection with (i) permitting National Grid to initiate the Remediation pursuant to the Order, (ii) mandates from the New York State Department of Labor (“NYSDOL”), and (iii) the objectives of the Corporation and Authority to undertake the Site Work and overall Redevelopment Plan; and WHEREAS, in furtherance of the foregoing, the Corporation previously issued a request for bids for the ACM Removal and upon review of responses to same, the Corporation desires to engage Environmental Remediation Services, Inc. (“ERSI”) at a maximum contract price of $424,000.00 pursuant to a contract as authorized herein (the “ERSI Contract”); and 2  WHEREAS, the Corporation further desires to establish a capital project and budget for the ACM Removal in a maximum amount of $500,000.00, such amount to include the ERSI Contract, ACM Removal Monitoring and related administrative, accounting and legal expenses (collectively, the “ACM Removal Budget”); and WHEREAS, in order to capitalize the ACM Removal Budget, the Corporation desires to authorize the appropriation and receipt of the following funding: (i) $100,000.00 of Corporation fund balance, (ii) application for and receipt of a $100,000.00 grant (the “CRC Grant”) from the City of Troy Capital Resource Corporation (“CRC”), and (iii) application for and receipt of a $300,000.00 in Project Expenditure funding from the Authority (the “Authority Expenditures”); and WHEREAS, the Corporation desires to authorize (i) the undertaking of the ACM Removal, (ii) the engagement of ERSI pursuant to the ERSI Contract, (iii) the establishment of the ACM Removal Budget, (iv) the application for and receipt of the CRC Grant and Authority Expenditures, and (v) the execution and delivery of documents and agreements in furtherance of the foregoing, including, but not limited to the ERSI Contract, a Grant Agreement with the CRC, and a certain Project Expenditure Agreement with the Authority. NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Corporation hereby finds and determines that it is within its purpose, mission and statutory authority under Section 1411 of the Not-for-Profit Corporations Law to undertake the proposed Disposition to the City in order to advance economic development, job creation and the general welfare for the residents of the City of Troy by undertaking of the ACM Removal and continued pursuit of the overall Redevelopment Plan. Section 2. The Corporation hereby authorizes (i) the undertaking of the ACM Removal, (ii) the engagement of ERSI pursuant to the ERSI Contract, (iii) the establishment of the ACM Removal Budget, (iv) the application for and receipt of the CRC Grant and Authority Expenditures, and (v) the execution and delivery of documents and agreements in furtherance of the foregoing, including, but not limited to the ERSI Contract, a Grant Agreement with the CRC, and a certain Project Expenditure Agreement with the Authority, with all such documents and agreements to be approved as to form by the Executive Director and counsel to the Corporation (collectively, the “Documents”). Section 3. The Corporation has identified the ACM Removal as a “Type II” Action pursuant to the State Environmental Quality Review Act (“SEQRA”), for which no formal review is necessary. Section 4. 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 the 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. 3  Section 5. The Secretary or Assistant Secretary of the Corporation are hereby authorized, where appropriate, to affix the seal of the Corporation to the 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 6. 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 7. 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 Heidi Knoblauch [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Monica Kurzejeski [ ] [ ] [ ] [ ] Steven Strichman [ ] [ ] [ ] [ ] Dave Bissember [ ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. 4 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 19, 2019 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 ______________, 2019. Secretary [SEAL] 5  AUTHORIZING RESOLUTION (3tArchitect, PLLC) A regular meeting of the Troy Local Development Corporation was convened on July 19, 2019, at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 07/19 #1 RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION AUTHORIZING THE ENGAGEMENT OF AN ENGINEERING CONSULTANT TO DESIGN AND MANAGE COMPONENTS OF A PROPOSED PROJECT TO ENHANCE FRANKLIN ALLEY 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, as a supporting organization of the City of Troy (the “City”), the Corporation desires to facilitate a proposed public/private project (the “Project”) to transform Franklin Alley between River Street and Broadway into a vibrant pedestrian space, including the planning, design, construction and installation of new street surfaces, drainage and curbing, installation of murals and other artwork, upgraded lighting, and the improvement of building facades and exteriors; and WHEREAS, the Corporation desires to assist with the final planning, design and engineering for the Project, including finalization of costs and funding roles to be played by public and private sector partners that will include the City, the Arts Center of the Capital Region, National Grid and various private building owners and tenants, along with analysis for improving drainage along the alley, additional engineering work, followed by detailed project management as required; and WHEREAS, 3tArchitect, PLLC and their sub-consultant Chazen Companies have been involved in a pro-bono capacity on design work for the Project, and bring to the project significant preliminary design work that warrants engaging them as a sole-source vendor; and WHEREAS, it is contemplated that the Corporation will authorize the expenditure of up to $14,800 in Corporation funds to facilitate the planning, design, engineering and confirmation of funding sources and uses for the Project; and  NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Corporation finds and determines that: (A) The Corporation has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the N-PCL and to exercise all powers granted to it under the Act; and (B) The Corporation has the authority to take the actions contemplated herein under the Act; and Section 2. The Corporation hereby authorizes the expenditure of up to $14,800 in furtherance of Project and the engagement of 3T Architect, PLLC to provide consultant services for same. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive Officer of the Corporation are hereby authorized, on behalf of the Authority, to execute, deliver the Consulting Agreement attached as Exhibit A, along with other related documents. 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 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 Authority. Section 4. These Resolutions shall take effect immediately. Yea Nay Absent Abstain Hon. David Bessember [ ] [ ] [ ] [ ] Dr. Heidi Knoblauch [ ] [ ] [ ] [ ] Monica Kurzejeski [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Steven Strichman [ ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. 2 EXHIBIT A 3 4 5 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 11, 2014 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 11th day of July, 2014. Secretary [SEAL] 6