Troy Local Development Corporation

Chair Board Members Justin Nadeau Hon. Monica Kurzejeski Hon. Ken Zalewski Vice-Chair Andy Ross Executive Director Board of Directors Meeting Steven Strichman City Hall Planning Dept. Conference Room 433 River Street, Suite 5001 Troy, NY 12180 December 17, 2021 9:00 a.m. AGENDA I. Approval of Minutes from the October 29, 2021 Board Meeting. II. Executive Director’s Report III. King Fuels Site Status • National Grid Gas Pipeline license IV. Old Business • Troy Kitchen Loan V. New Business VI. Financials VII. Adjournment  Regular Board Meeting Minutes October 29, 2021 9:00 a.m. BOARD MEMBERS PRESENT: Justin Nadeau, Hon. Monica Kurzejeski Andy Ross, Hon. Ken Zalewski and Steve Strichman ABSENT: ALSO IN ATTENDANCE: Justin Miller, Esq., Mary Ellen Flores, Matt Jones, Deanna Dal Pos D and Denee Zeigler The regular board meeting was called to order at 9:03 a.m. I. Minutes R The board reviewed the minutes from the September 24, 2021 board meeting. Mr. T Strichman noted one change in the wording regarding the National Grid cleanup. AF Hon. Ken Zalewski made a motion to approve the minutes with changes for September 24, 2021. Hon. Monica Kurzejeski seconded the motion, motion carried. II. Budget Mr. Strichman presented the board with the final draft of the budget to be uploaded into PARIS by October 31, 2021. He noted amendments and corrections made to fee sharing. Ms. Kurzejeski asked we are including the projected sale of property. Mr. Strichman advised we can add funds in 2023. Mr. Miller advised that we can have it matched with the grid cleanup. Mr. Strichman advised he will budget $350,000 into non-operating revenue for 2023, 2024 and 2025. Mr. Nadeau asked if the funds received from the sale of properties will be used to directly pay back the note. Mr. Miller advised we can pay the city early and they make the payments. Ms. Kurzejeski asked if the future road and bridge improvement costs are factored in to the budget. Mr. Miller advised it depends on how the sale of the property moves forward. The board had a general discussion on the different possible scenarios and agreed it will have to be monitored throughout the process. Steven Strichman made a motion to approve the budget with the addition of the non-operating revenue for years 2023, 2024 and 2025. Hon. Ken Zalewski seconded the motion, motion carried. 1 III. Executive Director Report National Grid Grant– Mr. Strichman advised that appraisals came back for the parcels we own at the former King Fuels site. The approximate amounts are $1.6 Million for the 16 acre parcel and $326,000 for the 4 acre parcel. King Fuels site - Mr. Strichman advised that February 1, 2022 will be the start date of the cleanup. We have started discussions with the division the handles the movement of the pipeline. IV. New Business King Fuels Paving - Mr. Strichman explained that we received an estimate to complete the paving south of the bridge at the King Fuels site. He noted that the estimate currently includes prevailing wages. In order to offset the cost of working on a Saturday we will have to get a new estimate. He advised that it should be no more than $30,000; $20,000 is currently in the account for roadwork and an additional $10,000 will be deposited in February. Mr. Miller explained that because it is a private road we have fewer requirements. Mr. Strichman also noted that Saturday paving is needed for traffic reasons. Andy Ross made a motion to approve an expenditure of up to $30,000 for V. Dpaving of the road through the King Fuels site. Hon. Ken Zalewski seconded the motion, motion carried. Financials R Ms. Flores went over the statement of financial position noting that as of September 30, 2021 our total assets stand at $2,863,689 with $92,426 in cash. She advised $839,534 in liability, leaving a fund balance of $2,024,154. Most significant change T is the write off of $20,000 donation for the 7th Avenue Park. AF Ms. Flores went over the statement of activity for the month of September noting a deficit of $40,476 due to a payment to Future of Small Cities for the Focus Living Lab and for Monument Square related costs. Ms. Kurzejeski asked about the monument Square payment. Mr. Strichman advised the payment was for HR & A Associates to conduct an economic impact study and came from the restricted cash. Mr. Zalewski asked if we came in under or over budget. Ms. Flores advised that we came in under. She noted that we were projected to take in more income than we actually did. Ms. Kurzejeski asked if there were any shared fees in the pipeline. Mr. Strichman advised only Kings Landing II. Andy Ross made a motion to approve the financials as presented. Hon. Ken Zalewski seconded the motion, motion carried. VI. Adjournment With no other items to discuss, the regular board meeting was adjourned at 9:38 a.m. Hon. Ken Zalewski made a motion to adjourn the regular board meeting at 9:38 a.m. Steven Strichman seconded the motion, motion carried. 2  Donald De Bois Right of Way Agent B Right of Way and Survey Engineering 518-433-3618 Donald.DeBois@nationalgrid.com December 14, 2021 Troy Local Development Corporation 433 River Street, Ste 5001 Troy, NY 12180 Re: PL E 20 Gas Transmission Line Relocation Project, City of Troy, Rensselaer County, New York Tax Parcel No. 111.75-1-1./1, LWO # 90000222188 Hello Mr. Strichman: Niagara Mohawk Power Corporation (the “Company”) is at the point where we would like to complete the final process for acquiring the land rights necessary for the PL E 20 gas transmission line relocation project. National Grid and Troy LDC had parcel appraised and have negotiated the values of the fair market land rights are shown below. Attached to this “Offer Letter” is the “Easement Amendment” with Exhibit “A’s” showing the area(s) of your property where the proposed easement areas are located. The exhibits also show the limits of any adjacent “temporary construction or use or workspace” areas where the Project needs to occur. Also, attached is a NYS tax form TP-584 and the W-9 form needed for compensation payment. We have determined that the appraised fair market value of land in your is approximately $60,000.00 per acre. However, we are not seeking to acquire your land outright. Instead, we are seeking certain permanent and temporary easement rights. (a) Permanent Easement Rights: The permanent easement rights we seek encompass an area of your property. These such permanent easement rights are valued at 50% of the fair market value of the land and the Company has determined that fair compensation, applying this factor, we estimate that the fair market value of the permanent rights on your land (25,844 sf) for the permanent easement is approximately………………….………… $17,800.00. (b) Temporary Easement Rights: The temporary easement rights we seek encompass an area as shown on the attachments over portions of your property. Such temporary easement rights are typically valued at 10% of the fair market value of the land. Thus, applying this factor, we estimate that the fair market value of the temporary easement on your land (27,075 sf) is …………………………….……………………………………………….…….$3,650.00. 1125 Broadway, Albany, NY 12204-2505 T: (518) 433-3618  F: (518) 621-0739  www.nationalgrid.com Notwithstanding the foregoing, the company is offering you a total compensation payment in the amount of (i) $20,000.00 for the Permanent Easement Rights, (ii) $8,000.00 for the Temporary Easement Rights, and (iii) the sum of $ 7,000.00 to reimburse the Troy LDC for costs associated with reviewing and executing the Easement Amendment. The total to be paid by the Company to Troy LDC upon delivery of the Easement Amendment shall be $35,000.00. This payment represents the value of all the required easement land rights and reimbursements to Troy LDC. If you have any questions, please feel free to contact me directly. Thank you for your anticipated understanding and cooperation in this matter. Sincerely, Don De Bois Right of Way Agent B Accepted and agreed to the terms of this letter on the ____ day of __________________, 2021: Troy Local Development Corporation By: _________________________________ Print: _______________________________  AMENDMENT TO THE GRANT OF EASEMENT This Amendment to the Grant of Easement (this “Amendment”) is made as of the _______ day of ____________________, 2021 by and between TROY LOCAL DEVELPOMENT CORPORATION (Troy, LDC), a New York State Not-For Profit Corporation (the “Grantor”), having an address at 433 River Street, Suite 5001, Troy, New York 12180, and NIAGARA MOHAWK POWER COPORATION, a New York corporation, having an address at 300 Erie Boulevard West, Syracuse, New York, 13202 (the “Grantee”). WITNESSETH WHEREAS, the Grantor is the owner of a certain parcel of land in the City of Troy, County of Rensselaer and State of New York, more particularly described in that certain deed from (Bankruptcy Estate of THE KING SERVICE INC., by Christian H. Dribusch as Trustee), as (Grantor) dated October 6, 2006 and recorded with the Rensselaer County Clerk’s office in Book 3752, Page 264 and consists of land described as being part of Tax Parcel No. 111.75-1- 1./1 of the County of Rensselaer, State of New York commonly known as 7990 – 8000 Main Street (hereinafter the “Grantor’s Land”); WHEREAS, Grantee is the owner of certain perpetual rights and easements for “transmission gas main” purposes over, across and upon portions of the Grantor’s Land being more particularly described in that certain recorded grant of easement dated July 18, 1953 and recorded on August 7, 1953 in the Rensselaer County Clerk’s Office in Deed Book 937, Page 86 from Republic Steel Corporation to Niagara Mohawk Power Corporation (the “Original Easement”); WHEREAS, Grantee intends to install new transmission gas main and related appurtenances (the “Facilities” as defined in Exhibit B) upon Grantor’s Land, to abandon in place the transmission gas main and related facilities installed by Grantee pursuant to the Original Easement (the “Original Facilities”), and to amend the easement location to accommodate the Facilities; WHEREAS, the parties wish to amend the Original Easement to relocate and modify Grantee’s easement rights. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged under seal, the parties hereto agree as follows: 1. Location. Upon commencement of operation of the Facilities (the “Easement Relocation Effective Date”), the legal description of the easement described in the Original Easement shall be and is hereby modified so that the “Easement Area” shall consist of a portion of the Grantor’s Land (20’) in width throughout its extent, the centerline of the Easement Area being the centerline of the Facilities, as defined in Exhibit B. The general  location of the Easement Area is shown as the “Proposed Permanent Easement ‘A’ Area = 25,844 ± SQFT” on the plans entitled “Exhibit A - Easements to be Obtained From Troy Local Development Corporation” Prepared by NMPC, dated 10/2/21, Index: 12.3- T-1-M49, No. A-51210-E (3 sheets) (hereinafter collectively referred to as the “Plan”), which are attached hereto as Exhibit A and recorded herewith, copies of which are in the possession of the Grantor and the Grantees. The final and definitive location(s) of the Easement Area shall become established by and upon the final installation and erection of the Facilities by the Grantee in substantial compliance with Exhibit A hereto (the Original Easement as amended shall be referred to as the “Easement”). Any Original Facilities located within the original Easement Area that remain on Grantor's Land after the later of (i) the Easement Relocation Effective Date and (ii) the date Grantee has declared the Original Facilities abandoned, shall be conclusively deemed to have been abandoned by Grantee and shall become the sole property of Grantor, without liability or obligation to account to Grantee therefor. 2. Temporary Easement. Upon execution of this Amendment, Grantor hereby grants to Grantee a temporary easement over the area shown as “Proposed Temporary Easement ‘C’ Area = 27,075 ± SQFT” on the Plan (the "Temporary Easement Area") for the construction, installation, and maintenance of the Facilities. For the initial construction of the Facilities, Grantee will utilize said Temporary Easement Area until all permitting requirements are satisfied for the initial construction of the Facilities, which will be confirmed by Grantee within thirty (30) days from when Grantee files its Notice of Termination with the NY Department of Environmental Conservation (the “Initial Temporary Easement Term”). However, during the Initial Temporary Easement Term, Grantor and Grantor’s successor’s and assigns shall have the right to use and enjoy the Temporary Easement Area provided such use and enjoyment does not interfere with Grantee’s use. Thereafter, Grantor grants to Grantee a non-exclusive, temporary ingress and egress easement by Grantee over the Temporary Easement Area as may be reasonably required by Grantee from time to time for the construction, maintenance, operation, inspection, repair, replacement and removal of the Facilities, which ingress and egress by Grantee shall be subject and subordinate in all respects to Grantor's operations and existing rights of third parties in Grantor's Land and limited to such temporary access routes over the Temporary Easement Area as Grantor in its reasonable discretion may designate from time to time. However, that during the Initial Temporary Easement Term or any subsequent use of the Temporary Easement Area or any portion thereof, Grantor and Grantor’s successor’s and assigns shall have the right to use and enjoy the Temporary Easement Area provided such use and enjoyment does not interfere with Grantee’s use. 3. Public Dedication. Grantor covenants and agrees that, in the event Grantor commences any process to submit for dedication any portion of the Easement Area or Temporary Easement Area as a public roadway, or is notified by the City of Troy, County of Rensselaer or State of New York that any portion of the Easement Area or Temporary Easement Area is to be accepted as a public road by user, Grantor shall provide notice to Grantee of such acts within five (5) days of receipt, and shall cooperate with Grantee’s efforts to ensure continuation of Grantee’s rights hereunder. 4. Terms and Conditions. The Easement consists of a perpetual easement and right-of- way, with the right, privilege, and authority as provided for in Exhibit B. 5. Miscellaneous. In the event of any inconsistencies between the Original Easement and this Amendment, the terms of this Amendment shall control. Except as hereby amended in this Amendment, all terms and conditions in the Original Easement shall remain in full force and effect. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. [SIGNATURE PAGE FOLLOWS]  IN WITNESS WHEREOF, the parties have executed this Amendment under seal on the day and year first above written. GRANTOR: By_________________________________ Name: _____________________________ Title: ______________________________ State of New York ) ss: County of Rensselaer ) On the _____ day of __________in the year 2021 before me, the undersigned, a Notary Public in and for said state personally appeared ______________________________________ personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. _________________________________________ Notary Public  Exhibit A Exhibit A - Easements to be Obtained From Troy Local Development Corporation” Prepared by NMPC, dated 10/2/21, Index: 12.3-T-1-M49, No. A-51210-E (3 sheets)  Exhibit B Terms and Conditions 1. The Easement consists of a perpetual easement and right-of-way, with the right, privilege, and authority as provided for to: a) Construct, reconstruct, relocate within the Easement Area, repair, maintain, operate, inspect, patrol, and, at its pleasure, abandon or remove (but, with respect to removal, only to the extent required by then-applicable laws or best utility practices) underground gas transmission and distribution facilities including a line or lines of pipe, valves, fittings, handholes, manholes, conduit, vaults, housings, connectors, pedestals, closures, markers, cables, connections to aboveground facilities, braces, fittings, foundations, anchors, lateral service lines, and other fixtures and appurtenances (collectively, the “Facilities”), which the Grantee shall require now and from time to time, for the transmission and distribution of natural and manufactured gas for public or private use, in, under, and across that portion of the Easement Area, and under the highways abutting or running through the Grantor’s Land, and to renew, replace, add to, and otherwise change the Facilities and each and every part thereof and the location thereof within the Easement Area, and utilize the Facilities within the Easement Area for the purpose of providing service to the Grantor and others. Notwithstanding the foregoing, Grantee shall have the right to locate customary facilities required for the operation of the gas pipeline (including, without limitation, valves, manholes, handholes, pipeline markers and signage) at or above grade. For avoidance of doubt, the pipeline shall be located below grade; b) From time to time, without further payment therefore, clear and keep cleared, by physical, chemical, or other means, the Easement Area of any and all trees, vegetation, roots, aboveground or belowground structures, improvements, or other obstructions and trim and/or remove other trees, roots and vegetation adjacent to the Easement Area that, in the opinion of the Grantee, may interfere with the construction, operation, and maintenance of the Facilities. The first clearing may be for less than the full width and may be widened from time to time to the full width; c) Upon written notice to the Grantor (except in the case of emergency), and for the purposes of replacement, repair and maintenance of the Facilities, excavate within the Easement Area and the Temporary Easement Area or change the grade of the Grantor’s Land as is reasonable, necessary, and proper for any and all purposes described in this Section 1; provided, however, that the Grantee will, upon completion of its work, backfill and restore any excavated areas, including the restoration of any roadways or other improvements owned by Grantor and/or its successors and assigns to substantially the same condition as existed prior to such excavation; and d) Pass and repass along the Easement Area to and from the adjoining lands and pass and repass over, across, and upon the Grantor’s Land to and from the Easement Area in order to exercise to the fullest extent the Easement. 2. Facilities Ownership. It is agreed that the Facilities shall remain the property of the Grantee, its successors and assigns. 3. General Provisions. The Grantor, for itself, its heirs, legal representatives, successors, and assigns, hereby covenants and agrees with the Grantee that no act will be permitted within the Easement Area which is inconsistent with the Easement; no buildings or structures, or replacements thereof or additions thereto, swimming pools, or obstructions will be erected or constructed above or below grade within the Easement Area; no trees shall be grown, cultivated, or harvested, and no excavating, mining, or blasting shall be undertaken within the Easement Area without the prior written consent of the Grantee, it being the intent that the Easement is intended to prohibit the longitudinal or parallel use or occupancy of said Easement Area by surface or subsurface activities or structures which might damage or interfere with the Facilities; the Easement shall not be modified nor the Easement Area relocated by the Grantor without the Grantee’s prior written consent; the present grade or ground level of the Easement Area will not be changed by excavation or filling; the Grantee shall quietly enjoy the Grantor’s Land; and the Grantor will forever warrant title to the Grantor’s Land. The Grantee, its successors and assigns, are hereby expressly given and granted the right to assign this Easement, or any part thereof, or interest therein, and the same shall be divisible between or among two or more owners, as to any right or rights created hereunder, so that each assignee or owner shall have the full right, privilege, and authority herein granted, to be owned and enjoyed either in common or severally. The Easement shall at all times be deemed to be and shall be a continuing covenant running with the Grantor’s Land and shall inure to and be binding upon the successors, heirs, legal representatives, and assigns of the parties named in the Easement.  AMENDMENT TO REIMBURSEMENT AGREEMENT WITH LICENSE FORMER KING FUELS SITE, SOUTH TROY, NEW YORK THIS AMENDMENT TO REIMBURSEMENT AGREEMENT WITH LICENSE (this “Amendment”) entered into this ___ day of _______, 2021, by and between TROY LOCAL DEVELOPMENT CORPORATION, a domestic, not-for-profit local development corporation having an address of 433 River Street, Suite 5001, Troy, New York 12180 (the “Corporation”) and NIAGARA MOHAWK POWER CORPORATION, d/b/a National Grid, a domestic business corporation having an address of 300 Erie Boulevard West, Syracuse, New York 13202 (the “Company”). WITNESSETH WHEREAS, the parties hereto entered into a Reimbursement Agreement with License, dated as of December 1, 2021 (“Agreement”), to memorialize their respective undertakings with respect to the Corporation’s contemplated redevelopment of the Former King Fuels Site (“Site”) to accommodate certain industrial and commercial activities and the Company’s Remediation of the Site as described in the Agreement; and WHEREAS, the Corporation granted the Company an exclusive, revocable license (the “License”) to enter the Site for the purposes of undertaking the Remediation; and WHEREAS, on September 23, 2021, the Company notified the Corporation that the Company was exercising its right under the Agreement to postpone the commencement of the License Term until February 1, 2022; and WHEREAS, pursuant to and in accordance with a certain Amendment to the Grant of Easement, dated as of the date hereof and entered into by the Corporation and Company for consideration paid under said agreement (the “Easement Amendment”), the Company will also undertake the replacement of a natural gas pipeline located on the Site (the “Gas Project”); and WHEREAS, the parties acknowledge that the contemporaneous occupation and use of the Site by the Company for the Remediation and the Gas Project will facilitate the completion of both projects; and WHEREAS, section 7.4 of the Agreement provides for the amendment of the Agreement with the concurring written consent of the parties. NOW, THEREFORE, pursuant to section 7.4 of the Agreement, the parties agree to amend the Agreement as follows: Section 1.1. Grant of License. All references in the Agreement to the purpose or scope of the License granted by the Corporation to the Company are amended to include and to authorize, in addition to the Remediation, the concurrent access and use rights for the construction and support of the Gas Project by the Company in accordance with, pursuant to and for the allowable time periods contained within the Easement Amendment.  Section 1.2 Consideration. The consideration to be paid by the Company to the Corporation under the Agreement includes the access and use rights to the Site for the construction and support of the Gas Project. There shall be no additional consideration in the form of License Fees, Site Warehouse License Fee, the Road and Parking Lot Paving Credit or any other form of payment by the Company to the Corporation in connection with the Company’s access and use of the Site for the construction and support of the Gas Project as a result of this Amendment. Section 1.2. Except as expressly provided herein, all other provisions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the Corporation and the Company have caused this Amended Agreement to be executed in their respective names, all as of the date first above written. TROY LOCAL DEVELOPMENT CORPORATION By: _______________________________________ Name: Steven Strichman Title: Executive Director NIAGARA MOHAWK POWER CORPORATION, D/B/A NATIONAL GRID By: _______________________________________ Name: Title: