Troy Local Development Corporation

Chair Board Members Justin Nadeau Executive Director Vice-Chair Steven Strichman Andy Ross Board of Directors Meeting City Hall Planning Dept. Conference Room 433 River Street, Suite 5001 Troy, NY 12180 February 18, 2022 9:00 a.m. AGENDA I. Approval of Minutes f rom the December 17, 2021 Board Meeting. II. Executive Director’s Report III. Transf er of 3000 Main Street to City IV. BSM Banquet – Loan Modif ication V. Financials VI. Adjournment  Regular Board Meeting Minutes December 17, 2021 9:00 a.m. BOARD MEMBERS PRESENT: Justin Nadeau, Hon. Monica Kurzejeski, Andy Ross, Hon. Ken Zalewski and Steve Strichman ABSENT: T ALSO IN ATTENDANCE: Mayor Patrick Madden, Justin Miller, Esq., Mary Ellen Flores, Matt Jones, Deanna Dal Pos, Andrew Kreshik and Denee Zeigler AF The regular board meeting was called to order at 9:03 a.m. I. Minutes The board reviewed the minutes from the October 29, 2021 board meeting. Mr. II. DStrichman noted one change in the wording regarding the National Grid cleanup. R Hon. Ken Zalewski made a motion to approve the minutes for October 29, 2021. Andy Ross seconded the motion, motion carried. Executive Directors Report King Fuels site – Mr. Strichman advised the board that the road going through the site was able to be paved. He noted that there was some additional cost due to the work being done late in the season and on a Saturday. County Waste – Mr. Strichman advised that notice was sent to County Waste regarding the 6.2% increase in rent. Monument Square – Mr. Strichman noted that they are currently working on the agreement with Hoboken about the work to be done at Monument Square. He added that there should be preliminary work starting very soon. ERPA Funding – Ms. Kurzejeski spoke about the Emergency Rescue Plan Funding that was distributed on December 2nd. She suggested allocating 1 million for small business funding. The parameters will be set on Capital Improvements on the building and fit ups. Ms. Kurzejeski advised that a committee should be set up to outline the dollar amounts, application process, claw back policy and other 1  guidelines. The board had a general discussion on if small business or building owners would be able to apply and how funding will be received. 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. III. King Fuels Site Status – National Grid Mr. Strichman advised the board that the National Grid Pipeline License Agreement is in the packet for their review. He advised the easement will generate a yearly fee of $35,000 for easement and other fees. Mr. Strichman advised that he has been in discussions with Don Fane about the site and the work that will be done. Mr. Miller gave some background to the board advising that there was an easement in place since the 50’s and this agreement will alter it to that the pipeline can be relocated. He discussed scenarios that could take place for development; as one or in phases. Ms. Kurzejeski asked about the ownership of the road and the bridge on the parcel. Mr. Miller agreed that these items will require discussion before any decisions can be made. T Andy Ross made a motion to approve the National Grid Pipeline License Agreement and permanent easement. IV. AF Hon. Ken Zalewski seconded the motion, motion carried. Old Business Troy Kitchen - Mr. Strichman advised the board that we haven’t received or had any communications from the applicant regarding the balances outstanding and we may want to consider writing off at this point. He advised the original amount was D $41,000 with $18,000 remaining in principle. Mr. Miller explained the different courses of action we can take as a board. Mr. Zalewski asked if he was challenging R the amount due. Mr. Strichman advised there has been no challenge and no contact. Hon. Monica Kurzejeski made a motion to file a personal judgement and write off the balance of $18,000 for Troy Kitchen’s BDAP loan. Andy Ross seconded the motion, motion carried. V. Financials Ms. Flores went over the statement of financial position noting that as of November 30, 2021 our total assets stand at $2,802,022. She advised $840,166 in liability, leaving a fund balance of $1,953,855. No significant changes. Ms. Flores went over the statement of activity for the month of November noting a deficit of $51,569. Significant expenses were architecture and engineering, appraisals, and paving. Hon. Ken Zalewski made a motion to approve the financials as presented. Andy Ross seconded the motion, motion carried. 2 VI. Adjournment Mr. Strichman wanted to note that this will be the last board meeting for Ms. Kurzejeski and Mr. Zalewski, he thanked them for their hard work while on the board. With no other items to discuss, the regular board meeting was adjourned at 9:33 a.m. Hon. Ken Zalewski made a motion to adjourn the regular board meeting at 9:33 a.m. Andy Ross seconded the motion, motion carried. T AF DR 3  AUTHORIZING RESOLUTION (Transfer of 3000 Main Street – Tax Map. ID. 111.59-2-3) A regular meeting of the Troy Local Development Corporation was convened on February 18, 2022, 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 TRANSFER OF CERTAIN REAL PROPERTY LOCATED AT 3000 MAIN STREET TO THE CITY OF TROY, NEW YORK; AND (ii) THE EXECUTION AND DELIVERY OF 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 Corporation owns real property in fee title located at 3000 Main Street, Troy, New York consisting of approximately 1.53 acres of land and related improvements (herein, the “Property”, being more particularly identified as Tax Map. ID. 111.59-2-3), such Property being commonly referred to as the “Alamo” and historically utilized by the City of Troy (the “City”) for general governmental purposes; and WHEREAS, the Corporation acquired the Property pursuant to a Trustee’s Deed, dated as of October 6, 2006 (the “Trustee’s Deed”) and recorded in the office of the Rensselaer County Clerk on October 6, 2006 as Document Number 00247547 at Book 3752 of Deeds at Page 264, and being identified as “Parcel 2”, therein, and portions of said “Parcel 2” having been previously transferred by the Corporation to the City pursuant to a certain Quit Claim Deed, dated as of May 31, 2019, and recorded in the office of the Rensselaer County Clerk on June 12, 2019 as Document Number 2019-552376 at Book 8852 of Deeds at Page 27, such Quit Claim Deed having conveyed a portion of the above described Parcel 2 as described and depicted within Map No. 20, Parcel No. 20, under PIN 1754.59, in connection with the City’s ongoing development of the South Troy Industrial Park Road (the “2019 Donation”); and WHEREAS, the City has offered to acquire the remaining portions of the Property from the Corporation (the “Transfer”) and pursuant to Public Authorities Law (“PAL”) Section 2897(6)(c)(iv) and 2897(7)(a)(i), the Transfer is exempt from public advertisement for bids and may be undertaken below fair market value because the City is a governmental entity that will permanently utilize the Property; and WHEREAS, in connection with the original acquisition of the Property, the Corporation, as Borrower and Mortgagor, borrowed $2.1M from the City in the form of a HUD108 Loan (the “HUD Loan”), such HUD Loan being secured pursuant to a certain Mortgage and Security Agreement, dated as of October 6, 2006 (herein, the “Mortgage”) in favor of the City, as Lender and Mortgagee, such Mortgage having been recorded in the Office of the Rensselaer County Clerk on October 6, 2006 as Document Number 00247548 at Book 3752 of Deeds at Page 273; and WHEREAS, in connection with the Transfer, the Corporation and City have agreed that the consideration to be paid by the City for the Property ($115,000.00) will be utilized by the Corporation to redeem a portion of the outstanding HUD Loan and to partially release the Mortgage; and WHEREAS, pursuant to PAL Section 2897(6)(d)(i), an explanatory statement of the circumstances of the proposed disposition of the Property by negotiation (a/k/a 90 Day Notice) is not required as the fair market value of the Parcel is not in excess of $100,000.00, and the Corporation finds that the fair market value of the Property is less than same given (i) the ongoing and continued use of the Property by the City, (ii) the lien of the Mortgage and amount of outstanding principal balance on the HUD Loan, and (iii) the condition of the Property as of the date hereof, and (iv) the reduction in the value of the Property and overall site utility given the 2019 Donation; and WHEREAS, the Corporation desires to authorize the proposed Transfer in accordance with the terms and conditions as set forth herein. 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 N-PCL Section 1411 to undertake the proposed Transfer to the City in order to advance economic development, job creation and the general welfare for the residents of the City of Troy by facilitating the continued use of the Property by the City for its solid waste management and recycling programs. Section 2. The Corporation has identified the Transfer as an Unlisted Action pursuant to the State Environmental Quality Review Act and regulations adopted pursuant thereto (collectively, “SEQRA”) and a component of the Project, for which the City Planning Commission served as lead agency in connection with SEQRA. The Corporation has received and reviewed the Negative Declaration of the City Planning Commission, related Environmental Assessment Form and related documents related to the Project, the Corporation hereby ratifies the SEQRA determination made by the City Planning Commission and further finds that (i) the Transfer will result in no major impacts and, therefore, is one which may not cause significant damage to the environment; (ii) the Transfer will not have a “significant effect on the environment” as such quoted terms are defined in SEQRA; and (iii) no “environmental impact 2 statement” as such quoted term is defined in SEQRA, need be prepared for this action. This determination constitutes a negative declaration in connection with the Corporation’s undertaking of the Transfer and involvement with the Project for purposes of SEQRA. Section 3. The Corporation hereby authorizes the proposed Transfer to the City in exchange for (i) the amount of $115,000.00 as consideration, which shall be utilized by the Corporation to make payments on the HUD Loan, and (ii) the execution by the City of a partial discharge of the Mortgage relating to the Property. 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 Quit Claim Deed and related documents and forms (collectively, the “Transfer 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 4. The Secretary or Assistant Secretary of the Corporation are hereby authorized, where appropriate, to affix the seal of the Corporation to the Transfer 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 5. 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 Justin Nadeau [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Steven Strichman [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. 3 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 February 18, 2022 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 ______________, 2022. Secretary [SEAL] 4