Troy Local Development Corporation

Chair Board Members Vacant Chris Nolin 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 January 27, 2023 9:00 a.m. AGENDA I. Approval of Minutes from the November 18, 2022 Board Meeting. II. Executive Director’s Report 1. Alamo Sale to City - amend 2. Solar Panel Lease – County Waste building III. Authorizing Resolution – Kings Commons II Project – Transfer of Federal Street Parcel IV. Financials V. Election of Board Chair VI. Geothermal Presentation VII. Adjournment  Regular Board Meeting Minutes November 18, 2022 9:00 a.m. BOARD MEMBERS PRESENT: Steven Strichman, Andy Ross and Chris Nolin. ABSENT: D ALSO IN ATTENDANCE: Paul Socolow, Matt Jones and Denee Zeigler The regular board meeting was called to order at 9:00 a.m. I. Minutes R T The board did not have a quorum of members that were present at the September 16, 2022 meeting. AF The September 16, 2022 minutes will never have a quorum; therefore, the minutes will be certified as accurate and true by the acting secretary. II. Executive Directors Report Mr. Strichman advised no items to discuss this month. III. Alamo – amended authorization Mr. Strichman advised that the sale of the Alamo to the city should be closing by the end of the year. He will verify that it is on the city council’s agenda for the next meeting. (See attached resolution 11/22 #1) Motion to approve the Amended Authorizing Resolution for the transfer of 3000 Main Street to the City of Troy - Steven Strichman Second - Chris Nolin Approved IV. Monolith Solar Mr. Strichman advised that we will be receiving a one-time payment for solar panels that were installed on LDC owned property. Monolith Solar, now bankrupt, had 1  installed panels in 2017. The new owners are in the process of settling accounts and will issue the payment and the agreement will be reassigned to the new owners, SL Empire Solar I LLC. Motion to approve the resolution reassigning the lease agreement from Monolith Solar to SL Empire Solar I LLC – Chris Nolin Seconded – Steven Strichman Approved V. Financials Mr. Jones went over the statement of financial position noting that as of October 31, 2022 our total assets stand at $2,914,847. He advised $241,585 in cash with $899,122 in liabilities, leaving a fund balance of $2,025,724. Mr. Jones went over the statement of activity for the month of October noting a surplus of $10,369.20. The most significant source of revenue was for the National Grid license fee. Motion to approve the resolution as presented - Steven Strichman Seconded – Chris Nolin VI. DApproved Executive Session R The board adjourned the regular board meeting to enter into executive session to discuss real estate matters at 9:21 a.m. Motion to enter into executive session – Steven Strichman Seconded – Chris Nolin Approved T AF The board retuned from executive session with no action taken. VII. Adjournment With no other items to discuss, the regular board meeting was adjourned at 9.30 a.m. Motion to adjourn the regular board meeting at 9:30 a.m. - Steven Strichman Seconded - Chris Nolin Approved 2  AMENDED 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 November 18, 2022, at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 11/22 #1 AMENDED 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- D 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 R 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 T AF WHEREAS, the Corporation adopted a certain Authorizing Resolution relating to the disposition of the “Alamo” property to the City of Troy (the” City”) on February 18, 2022, and desires to re-adopt same with certain technical amendments, including the type of deed to be utilized; 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 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 D 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 R 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 T ongoing and continued use of the Property by the City, (ii) the lien of the Mortgage and amount AF 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, and this resolution shall amend and replace the authorizations adopted on February 18, 2022. 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”) for which the Corporation shall serve as lead agency in connection with 2 SEQRA for an uncoordinated review. The Corporation has prepared an Environmental Assessment Form and related documents related to the Transfer, and the Corporation hereby 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 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 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 Warranty 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. D 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, R 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. T The officers, employees and agents of the Corporation are hereby AF 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. 3  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 Steven Strichman [ X ] [ ] [ ] [ ] Andy Ross [ X ] [ ] [ ] [ ] Chris Nolin [ X ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. D R T AF 4  T AF R D  AUTHORIZING RESOLUTION (Monolith Solar Associates LLC Lease – Assignment to SL Empire Solar I LLC) A regular meeting of the Troy Local Development Corporation was convened on November 18, 2022, at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 11/22 #2 RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION AUTHORIZING THE ASSIGNMENT OF A CERTAIN LEASE AGREEMENT AND THE EXECUTION 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 D 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 R retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and WHEREAS, reference is made to that certain Lease Agreement, dated as of October 30, T 2017 and entered into by and between the Corporation, as landlord, and MONOLITH SOLAR AF ASSOCIATES, LLC, as tenant (the “Lease Agreement”), such Lease Agreement having been previously assigned to Monolith affiliate City of Troy Solar I LLC (the “Company”), pursuant to which the Company was granted a twenty (20) year lease from the Corporation for certain property located at 77 Water Street, Troy, NY 12180, Tax ID # 111.76-1-1.12 (the “Property”) for (i) roof space use to construct a 400,000 watt solar electric power generating system (the “PV System”), (ii) land for the installation of a pad mounted transformer, (iii) land for the installation of System A&B PV metering and (iv) land for the installation of Systems A and B inverters (collectively, the “Premises”); and WHEREAS, the Company previously constructed the PA System on the Premises, and while the Lease Agreement remains in effect, the Company has entered receivership and has not satisfied any payment obligations required under the Lease Agreement; and WHEREAS, Sunlight General Capital, acting by and through SL Empire Solar I LLC (herein, the “Assignee”), for itself and on behalf of the Company’s Receiver (the “Receiver”), has requested the Corporation’s approval to assume the Lease Agreement in connection with acquisition of certain Monolith assets, including the PV System (herein, the “Assignment”); and  WHEREAS, the Corporation desires to authorize the Assignment, subject to the terms and conditions contained herein. NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Corporation hereby authorizes the Assignment, subject to (i) payment to the Corporation of all amounts payable pursuant to the Lease Agreement; (ii) payment to the Corporation of all costs and fees incurred in connection with the Assignment; (iii) the execution by the Assignee and Receiver of an Assignment and Assumption Agreement in a form acceptable to the Corporation (the “Assignment Agreement”); (iv) delivery by the Assignee of a General Certificate in a form approved by the Corporation; and (v) delivery by the Assignee of updated proof of insurance per the requirements of the Lease Agreement. Section 2. 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 Assignment Agreement, along with related documents (collectively, the “Assignment D 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 3. The Secretary or Assistant Secretary of the Corporation are hereby R authorized, where appropriate, to affix the seal of the Corporation to the Assignment 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 T Corporation to constitute conclusive evidence of such approval. AF 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. 2  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 Steven Strichman [ X ] [ ] [ ] [ ] Andy Ross [ X ] [ ] [ ] [ ] Chris Nolin [ X ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. D R T AF 3  T AF R D  AUTHORIZING RESOLUTION (Kings Commons II Project - Transfer of Federal Street Parcel - TMID No. 101.46-1-2.13000) A regular meeting of the Troy Local Development Corporation was convened on January 27, 2023, at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. ______________ AMENDED RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION AUTHORIZING (i) THE TRANSFER OF CERTAIN REAL PROPERTY LOCATED ON FEDERAL 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 is the fee owner of a certain parcel of real property located on the north side of Federal Street between River Street and 5th Avenue (the “Parcel”, identified as TMID No. 101.46-1-2.1); and WHEREAS, KINGS COMMONS II LLC, for itself and/or on behalf of an entity to be formed (collectively, the “Company”), has requested assistance from the Troy Industrial Development Authority (the “Authority”) for a certain project (the “Project”) consisting of (i) the acquisition by the Authority of a leasehold interest in approximately .52 acres of land located in the vicinity of Fifth Avenue and Federal Street in the City of Troy, New York (the “Land”, being more particularly identified as TMID Nos. 101.38-9-7, which includes former 101.38-9-8, 101.38-9-9, 101.38-9-10, 101.46-1-1, 101.46-1-2.1 and 101.46-1-3, as may be merged), along with various improvements and structures located thereon that include 16 apartment units (the “Existing Improvements”), (ii) the partial demolition of the Existing Improvements and the planning, design, engineering, construction and operation of a mixed-use, multi-story building retaining some elements of the Existing Improvements and containing 52 market rate apartment units with no more than 94 bedrooms, along with related management office spaces, approximately 600 square feet of commercial spaces to be leased, internal common areas and related amenity spaces, 36 internal covered parking spaces, 18 exterior surface parking spaces, curbage and related onsite and offsite exterior infrastructure, driveway, roadway and parking improvements (collectively, the “Improvements”), (iii) the acquisition and installation by the Company in and around the Land, Existing Improvements and Improvements of certain items of equipment and other tangible personal property necessary and incidental in connection with the Company’s development of the Project in and around the Land, Existing Improvements and Improvements (the “Equipment”, and collectively with the Land, the Existing Improvements and the Improvements, the “Facility”), and (iv) the lease of the Facility to the Company; and WHEREAS, in furtherance of the Project, the Company has offered to acquire the Parcel from the Corporation (the “Transfer”) for the sum of $75,000.00, which is the current fair market value of the LDC Parcel according to an updated appraisal procured by the Corporation; 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 WHEREAS, pursuant to application by the Company, the Planning Commission of the City of Troy (the “Planning Commission”), as lead agency pursuant to the State Environmental Quality Review Act and regulations adopted pursuant thereto (collectively, “SEQRA”), previously reviewed the Project (including the Transfer) and adopted a negative declaration (the “Negative Declaration”) with respect to the Project, a copy of which is attached hereto as Exhibit A; 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 reviewed the Negative Declaration adopted by the Planning Commission and determined the Project and Transfer involve an “Unlisted Action” as said term is defined under SEQRA. The review is uncoordinated. Based upon the review by the Corporation of the Negative Declaration, related Environmental Assessment Form (the “EAF”) and related documents and other representations made by the Company to the Corporation in connection with the Project, the Corporation hereby ratifies the SEQRA determination made by the Planning Commission and the Corporation 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 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 for the benefit of the Company and Project for purposes of SEQRA. 2  Section 3. The Corporation hereby authorizes the proposed Transfer to the Company in exchange for (i) the amount of $75,000.00 as consideration, plus all costs of the Corporation incurred in connection with same. The foregoing authorization is conditioned upon the Company undertaking the project as agent of the Authority with 50% of the Authority administrative fee being payable to the Corporation as well. 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 Warranty 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 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] 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 January 27, 2023 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 ______________, 2023. Secretary [SEAL] 4