Troy Local Development Corporation

Chair Board Members Justin Nadeau Chris Nolin Hon. Kim Ashe McPherson Vice-Chair Executive Director Andy Ross Board of Directors Meeting Steven Strichman City Hall Planning Dept. Conference Room 433 River Street, Suite 5001 Troy, NY 12180 May 20, 2022 9:00 a.m. AGENDA I. Approval of Minutes from the April 1, 2022 Board Meeting. II. Executive Director’s Report III. CRC – Loan application IV. Old Business V. New Business VI. Financials VII. Adjournment  Regular Board Meeting Minutes April 1, 2022 9:00 a.m. BOARD MEMBERS PRESENT: Andy Ross, Christopher Nolin and Steve Strichman ABSENT: Justin Nadeau D ALSO IN ATTENDANCE: Justin Miller, Esq., Mary Ellen Flores, Matt Jones, Kim Ashe McPherson, Chris Stephens and Denee Zeigler The regular board meeting was called to order at 9:15 a.m. R Mr. Strichman introduced the new board member, Deputy Mayor Chris Nolin. He noted that he has worked with Mr. Nolin on various projects throughout the city and is looking forward to working with him here. I. Minutes T AF The board reviewed the minutes from the February 18, 2022 regular board meeting. Steven Strichman made a motion to approve the minutes for February 18, 2022. Christopher Nolin seconded the motion, motion carried. II. Annual Meeting Resolution Mr. Strichman reviewed the annual meeting resolution included in the board member packet which contains approvals for the yearly review of policies, yearly audit, PARIS report and elects our annual officers. He proposed keeping the same slate of officers and staff with one change: Christopher Nolin as the treasurer. (See attached Resolution) Steven Strichman made a motion to accept the Annual Meeting Resolution. Christopher Nolin seconded the motion, motion carried. III. Executive Directors Report 1  Monument Sq - We have received a notice from the City of Troy Planning Commission declaring their intent to act as lead agency for the Monument Square project. The board agreed to consent to this. Sale of the Alamo – The sale of the Alamo is moving forward and will be presented to the city council. The sale price will be $117,000. Loans – We currently have only one outstanding loan and it is with BSM Banquet. An updated promissory note and amortization schedule has been received for the refinanced loan. He noted the first payment will be May 1st. IV. Old Business Troy Kitchen loan - Mr. Ross asked about the Troy Kitchen loan which went into default and we were in the process of trying to contact. Mr. Miller advised that the last three certified notices sent to them have bounced back. The board will work on getting in contact with the applicant. V. Financials Ms. Flores went over the statement of financial position noting that as of February 28, 2022 our total assets stand at $2,769,118. She advised $83,827 in cash. Ms. Flores advised $83,493 in liability, leaving a fund balance of $1,934,625. No D significant changes. Ms. Flores went over the statement of activity for the month of February noting a deficit of $33,826. The most significant source of revenue was for National Grid R license fee. The largest payment was related to the Water Street PILOT which will be recouped. Steven Strichman made a motion to approve the financials as presented. T Christopher Nolin seconded the motion, motion carried. AF VI. Adjournment With no other items to discuss, the regular board meeting was adjourned at 9:24 a.m. Steven Strichman made a motion to adjourn the regular board meeting at 9:24 a.m. Christopher Nolin seconded the motion, motion carried. 2  ANNUAL MEETING RESOLUTIONS A regular meeting of the Troy Local Development Corporation was convened on April 1, 2022 at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 04/22 #1 ANNUAL MEETING RESOLUTIONS OF THE TROY LOCAL DEVELOPMENT CORPORATION (i) ACCEPTING THE CORPORATION AUDIT FOR FISCAL YEAR 2020, (ii) ADOPTING AND RE-ADOPTING CERTAIN REPORTS, POLICIES, STANDARDS AND PROCEDURES RELATING TO THE PUBLIC AUTHORITIES ACCOUNTABILITY ACT OF 2005, AS AMENDED BY CHAPTER 506 OF THE LAWS OF 2009 OF THE STATE OF NEW YORK, (iii) ELECTING BOARD OFFICERS; (iv) APPOINTING BOARD COMMITTEE POSITIONS; (iv) RE-APPOINTING CORPORATION STAFF, AND (v) RELATED MATTERS D 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 R 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 T retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and AF WHEREAS, pursuant to the Certificate and Section 2 of the Public Authorities Law (“PAL”) of the State, the provisions of the Public Authorities Accountability Act of 2005, as amended by Chapter 506 of the Laws of 2009 of the State of New York (“PAAA”) the Corporation constitutes a “local authority”; and WHEREAS, pursuant to and in accordance with PAAA and the By-laws of the Corporation, the Board desires to conduct its annual meeting, whereat the Corporation shall (i) review and approve the Annual Audit for Fiscal Year 2021; and (ii) adopt and readopt certain policies, standards and procedures pursuant to and in accordance with PAAA; and WHEREAS, pursuant to and in accordance with the By-laws of the Corporation, the Board further desires to (i) elect Board Officers; (ii) establish committee memberships; (iii) re- appoint Corporation staff; and (iv) authorize related matters. NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. Pursuant to PAAA and PARA, the Corporation has reviewed the Mission Statement and Performance Measures and the Corporation hereby determines that no changes are required to the Mission Statement and Performance Measures and that the same is hereby approved.  Section 2. Pursuant to PAAA and PARA, the Corporation has reviewed the Investment Policy and Disposition of Property Policy and the Corporation hereby determines that no changes are required and that both policies are hereby re-adopted and approved. Section 3. The Corporation has reviewed, and upon recommendation by the Audit and Finance Committee, does hereby approve and accept the Annual Audit of the Corporation for Fiscal Year 2021 as prepared and presented by Wojeski & Co. CPAS, P.C. Section 4. Annual Officer Election. Upon motion, second and board roll call vote, the following individuals are duly appointed to serve in the respective Officer Positions in accordance with the By-laws of the Corporation for the period January 1, 2022 through December 31, 2022: Justin Nadeau, Chair Andy Ross, Vice Chair Christopher Nolin, Treasurer Steven Strichman, Secretary D All Directors of the Corporation shall participate in such required annual and continuing training as may be required to remain informed of best practices, regulatory and statutory changes relating to the effective oversight of the management and financial activities of public R authorities and to adhere to the highest standards of responsible governance. Further, each Director shall execute (i) a Certification of No Conflict of Interest (ii) an Acknowledgement of Fiduciary Duties and Responsibilities. Section 5. T Audit and Finance Committee. Pursuant to subdivision 4 of Section 2824 of the PAL, and in accordance with the By-laws of the Corporation, the following Directors AF are nominated and confirmed to serve on the Audit and Finance Committee of the Corporation for the period January 1, 2022 through December 31, 2022: Committee of the whole. The Audit and Finance Committee shall perform the functions as described in the By- Laws. Section 6. Governance Committee. Pursuant to subdivision 7 of Section 2824 of the PAL, and in accordance with the By-laws of the Corporation, the following Directors are nominated and confirmed to serve on the Governance Committee of the Corporation for the period January 1, 2022 through December 31, 2022: Committee of the whole. The Governance Committee shall perform the functions as described in the By-Laws. 2  Section 7. Appointment of Staff. Pursuant to and in accordance with the By-laws of the Corporation, the Directors of the Corporation hereby ratify the appointment of the following individuals to serve as at will employees in the following appointed positions: Steven Strichman, Executive Director and Chief Executive Officer Denee Zeigler, Acting Secretary Andrew Kreshik, Project Manager Dylan Turek, Economic Development Director The foregoing officers shall enter upon the discharge of their duties as provided in the By-Laws of the Corporation. The Corporation further authorizes the extension of the Consulting Services Agreement with the Corporation’s Executive Director. The Board hereby designates the Executive Director as the Corporation’s FOIL Officer and Contracting Officer. The Chairman shall serve as the FOIL Appeals Officer of the Corporation. [Note: SS Abstain] Section 8. The Corporation hereby authorizes and approves the 2021 Annual Report to be filed with (i) the New York State Authority Budget Office via the Public Authorities Reporting Information System, and (ii) the appropriate local officials. D Section 9. That the budget for fiscal year ending December 31, 2022 and the proposed budgets for fiscal years ending December 31, 2023 through December 31, 2025, R attached hereto, are hereby approved and the Corporation ratifies the actions of the officers and directors consistent with each such budget and any payments made thereunder prior to the date of this meeting. Section 10. T 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 AF 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 11. 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 [ ] [ ] [ x ] [ ] Andrew Ross [ x ] [ ] [ ] [ ] Christopher Nolin [ x ] [ ] [ ] [ ] Steven Strichman [ x ] [ ] [ ] [ ] VACANT [ ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. 3  T AF R D  CITY OF TROY CAPITAL RESOURCE CORPORATION APPLICATION Please answer all questions by filling in the blanks. Use attachments as necessary. I. APPLICANT INFORMATION May 13, 2022 DATE: __________ Organization Name: Troy Local Development Corporation Mailing Address: 433 River Street City: Troy State: NY Zip: 12180 Phone: 518-279-7166 Fax: Contact Person: Steven Strichman Email Address: Steven.Strichman@troyny.gov FED ID Number: 14-1736403 A. Board Chair/CEO/CFO Name Title Business Address Phone Email Justin Nadeau Chair 433 River Street 518-463-2268 jnadeau@pursuitlending.com Steven Strichman Exec. Dir. 433 River Street 518-279-7166 steven.strichman@troyny.gov Page3 1637540.1 11/17/2009 B. Applicant’s Counsel Name: Justin Miller Firm: Harris Beach Mailing Address 677 Broadway, Suite 1101 State: Zip: City: Albany NY 12207 Fax: Phone: C. Applicant’s Accountant Name: Jim Lozano Firm: BST/CFO for Hire Mailing Address City: State: Zip: Phone: Fax: II. PROJECT INFORMATION A. Describe the proposed acquisitions, construction or reconstruction, including buildings, site improvements and equipment. Also, indicate square feet by usage (e.g., office, classrooms), and type of construction. Attach a copy of preliminary plans or sketches, and/or floor plan of existing facility. The LDC is looking for a loan of $215,000 that will be repaid in the future as follows: $115,000 when the City of Troy purchases the Alamo from the LDC for $115,000 and $100,000 with the sale of the King Fuels property - currently assessed at $1,644,000, against a loan of $800,000. Property sale negotiations underway w/two potential purchasers. B. Location of Project, including city, town or village within which it is located. Attach a map showing location of project: Alamo - Corner of Main and Industrial Road - South Troy King Fuels Site - South Troy along the Riverfront Page4 1637540.1 11/17/2009 The Applicant and the individual executing this Application on behalf of the Applicant acknowledge that the Corporation will rely on the representations made herein when acting on this Application and hereby represent that the statements made herein do not contain any untrue statement of a material fact and do not omit to state a material fact necessary to make the statements contained herein not misleading. Troy Local Development Corp. __________________________ (Name of Organization) By: ___________________________ Name: Steven Strichman Title: Executive Director Date: May 13, 2022 Page7 1637540.1 11/17/2009  LOAN AUTHORIZING RESOLUTION (Troy Local Development Corporation – Working Capital Loan) A regular meeting of the City of Troy Capital Resource Corporation (the “Corporation”) was convened at Troy City Hall, 433 River Street, Troy, New York, on the 20th day of May, 2022 at 10:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. ______________ RESOLUTION OF THE CITY OF TROY CAPITAL RESOURCE CORPORATION (THE “CORPORATION”) AUTHORIZING (i) THE ISSUANCE OF A CERTAIN LOAN (THE “LOAN”, AS MORE PARTICULARLY DESCRIBED HEREIN) TO THE TROY LOCAL DEVELOPMENT CORPORATION (“TLDC”) IN CONNECTION WITH A CERTAIN PROJECT (THE “PROJECT, AS MORE PARTICULARLY DESCRIBED HEREIN), AND (ii) THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS WHEREAS, pursuant to the powers and purposes contained in Section 1411 of the Not- For-Profit Corporation Law (the “N-PCL”) of the State of New York (the “State”), as amended (hereinafter collectively called the “Act”), and pursuant to its certificate of incorporation filed on November 20, 2009 (the “Certificate”), the CITY OF TROY CAPITAL RESOURCE CORPORATION (the “Corporation”) was established as a not-for-profit local development corporation of the State with the authority and power to (a) construct, acquire, rehabilitate and improve for use by others industrial or manufacturing plants in the territory in which its operations are principally to be conducted, (b) to assist financially in such construction, acquisition, rehabilitation and improvement, to maintain such plants for others in such territory, (c) to disseminate information and furnish advice, technical assistance and liaison with federal, state and local authorities with respect thereto, (d) to acquire by purchase, lease, gift, bequest, devise or otherwise real or personal property or interests therein, (e) to borrow money and to issue negotiable bonds, notes and other obligations therefor, (f) to sell, lease, mortgage or otherwise dispose of or encumber any such plants or any of its real or personal property or any interest therein upon such terms as it may determine to be suitable, and (g) to undertake certain projects and initiatives for the benefit of and to relieve the burdens of the City of Troy, New York (the “City”); and WHEREAS, pursuant to Sections 402 and 1411 of the Not-For-Profit Corporation Law (“N-PCL” or the “Law”) of the State of New York, Troy Local development Corporation (herein, “TLDC”) was established as a domestic, not-for-profit corporation on November 29, 1988, and thereafter reincorporated as a domestic, not-for-profit local development corporation pursuant to N-PCL Section 1411(h) pursuant to a certain Certificate of Reincorporation filed on April 5, 2010, all for certain charitable and public purposes, among other things, including 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, carrying on scientific research for the purpose of aiding the City of Troy, New York (the “City”) by attracting new industry to the City or by encouraging the development of, or retention of, an industry in the City, and lessening the burdens of government and acting in the public interest; and WHEREAS, in furtherance of TLDC’s purposes and powers, TLDC 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, TLDC acquired the Site, in part, through a HUD 108 loan secured through the City (the “108 Loan”), which requires approximately $180,000 per year in debt service payments; and WHEREAS, the Site is subject to the terms of (1) a certain Order on Consent Index No. A4-0473-0000 between the Company 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 National Grid (“National Grid”), effective December 7, 1992; (2) 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, as amended by NYSDEC Amended ROD, NM-Troy Water St. MGP, Troy, Rensselaer County, Site No. 442029, March 2011; and (3) 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”); and WHEREAS, the remediation of the Site has been delayed for many years, however pursuant to a certain REIMBURSEMENT AGREEMENT WITH LICENSE (FORMER KING FUELS SITE, SOUTH TROY, NEW YORK), dated as of December 1, 2021 (the “License”), entered into by TLDC and National Grid, the remediation of the Site is commencing this year pursuant to the Order; and WHEREAS, TLDC is actively pursuing the redevelopment of the Site to accommodate certain industrial and commercial activities (the “Project”), which cannot be initiated until National Grid completes certain phases of the required remediation of the Site (currently estimated to take 3-5 years); and WHEREAS, TLDC has requested a Working Capital Loan from the Corporation in the amount of $215,000 (the “Loan”) to be utilized in furtherance of the Project and to assist TLDC with debt service payments in connection with the 108 Loan; and WHEREAS, TLDC has offered to pledge the receipt of sale proceeds of certain TLDC- owned properties to the Corporation, including (i) $115,000 in sale proceeds to be received by TLDC from the City in connection with the transfer of the Alamo property on Main Street, and (ii) $100,000 in sale proceeds received in connection with the sale of all or portions of the Site to selected developers (collectively, the “Pledge and Assignment”); and WHEREAS, the Corporation desires to (i) approve the Loan, which shall be secured pursuant to the Pledge and Assignment, and (ii) authorize the execution and delivery of documents in connection with same. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE CITY OF TROY CAPITAL RESOURCE CORPORATION AS FOLLOWS: Section 1. The Corporation hereby finds and determines that by virtue of Section 1411 of the Not-for-Profit Corporation Law of the State of New York (the “Act”) and the Issuer's Certificate of Incorporation, the Issuer has been vested with all the powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act. Section 2. The Corporation hereby authorizes the provision of the Loan to TLDC. The Chair, Vice Chair and/or the Chief Executive Officer of the Corporation are hereby authorized, on behalf of the Corporation, to execute and deliver documents and certificates (collectively, the “Loan Documents”), in such form as prepared and approved by counsel to the Corporation and as approved by the Chair, Vice Chair and/or the Chief Executive Officer. As security for the Loan, the Corporation hereby authorizes the acceptance of the Pledge and Assignment as collateral and security for repayment of the Loan. Section 3. 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 Chair, Vice Chairman and/or Chief Executive Officer of the Corporation shall approve, and the execution thereof by the Chair, Vice Chair and/or Chief Executive Officer of the Corporation to constitute conclusive evidence of such approval. Section 4. 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 5. These Resolutions shall take effect immediately. On motion duly made by _________ and seconded by __________, the following resolution was placed before the members of the City of Troy Capital Resource Corporation:  Member Aye Nay Abstain Absent Justin Nadeau Elbert Watson Susan Farrell Hon. Sue Steele Hon. Jim Gulli Josh Chiappone Stephanie Fitch Latasha Gardner The Resolution was thereupon declared duly adopted. STATE OF NEW YORK ) COUNTY OF RENSSELAER ) ss.: I, the undersigned Secretary of the City of Troy Capital Resource Corporation, DO HEREBY CERTIFY: That I have compared the annexed extract of minutes of the meeting of the City of Troy Capital Resource Corporation (the “Corporation”), including the resolution contained therein, held on May 20, 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