nys urban development corporation meeting 633 third ... new york hub for emerging nano industries...

NYS Urban Development Corporation Meeting 633 Third Avenue

New York, NY 10017 37th Floor Conference Room

Thursday, 2/15/2018 9:30 - 11:30 AM ET

I. CORPORATE ACTION

A. Approval of Minutes of the January 24, 2018 Directors' Meeting Presented By: Howard Zemsky Approve

Draft 012418 ESD Minutes - Page 5

Oral Reports

A. President's Report

B. Presentation - Year in Review

C. Loans and Grants - Summary of Projects

II. PROJECTS

A. Regional Council Award – Priority Project – Lackawanna (Western New York Region – Erie County) – Bethlehem Steel Redevelopment Capital - Regional Council Capital Fund (Capital Grants) Presented By: Michael Ball Approve

Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions; Determination of No Significant Effect on the Environment

Bethlehem Steel Redevelopment Capital - Page 48 Bethlehem Steel Redevelopment Capital Photographs - Page 59

B. Buffalo (Western New York Region – Erie County) – Alexandre Apartments Capital – Buffalo Regional Innovation Cluster Fund – Better Buffalo Fund (Capital Loan) Presented By: Michael Ball Approve

Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Loan and to Take Related Actions; Determination of No Significant Effect on the Environment

Alexandre Apartments Capital - Page 62 Alexandre Apartments Capital Photographs - Page 73

C. Buffalo Billion Initiative - Buffalo (Western New York Region – Erie County) – Northland Corridor Redevelopment/Phase II/Buffalo Manufacturing Works Capital – Buffalo Regional Innovation Cluster (Capital Grants) Presented By: Paul Tronolone Approve

Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions

Northland Corridor Redevelopment Phase II - Page 75

D. North Tonawanda (Western New York Region – Niagara County) – City of North Tonawanda Smart Growth Capital - Buffalo Regional Innovation Cluster (Capital Grant) Presented By: Paul Tronolone Approve

Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and Take

Master Page # 1 of 382 - NYS Urban Development Corporation Meeting 2/15/2018________________________________________________________________________________

Related Actions; Determination of No Significant Effect on the Environment City of North Tonawanda Smart Growth Capital - Page 91 City of North Tonawanda Smart Growth Capital Photographs - Page 103

E. Dunkirk (Western New York Region – Chautauqua County) – City of Dunkirk Smart Growth Capital – Buffalo Regional Innovation Cluster Fund (Capital and Working Capital Grant) Presented By: Paul Tronolone Approve

Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment

City of Dunkirk Smart Growth Capital and Working Capital - Page 109City of Dunkirk Smart Growth Capital and Working Capital - Page 119

F. Regional Council Award - Johnson City (Southern Tier Region – Broome County) – Town of Union Floodwall Capital - Regional Council Capital Fund (Capital Grant) Presented By: Donna Howell Approve

Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment

Town of Union Floodwall Capital - Page 124

G. Canastota (Central New York Region – Madison County) – Madison ARE Park Capital – New York Works Program (Capital Grant) Presented By: James Fayle

Approve

Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Adoption of Findings Pursuant to the State Environmental Quality Review Act

Madison ARE Park Capital - Page 133Madison ARE Park Capital Exhibit A Environmental Review - Page 143Madison ARE Park Capital Photographs - Page 152

H. East Syracuse (Central New York Region – Onondaga County) – Central New York Hub for Emerging Nano Industries Capital – SUNY Polytechnic Strategic Projects Program (Capital Grant) Presented By: James Fayle Approve

Affirmation of the Directors’ December 21, 2017 Findings and Determinations Pursuant to Section 10(g) of the Act; Affirmation of the General Project Plan

Central New York Hub for Emerging Nano Industries Capital - Page 159Central New York Hub for Emerging Nano Industries Capital 122117 Board Materials - Page 163Central New York Hub for Emerging Nano Industries Capital GPP Transcript.docx - Page 173

I. Regional Council Award - Poughkeepsie (Mid-Hudson Region – Dutchess County) – Vassar Brothers Capital - Regional Council Capital Fund (Capital Grant) Presented By: Meghan Taylor Approve

Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment Vassar Brothers Capital - Page 198

J. Rochester (Finger Lakes Region – Monroe County) – Monroe Community College Capital – Upstate Revitalization Initiative (Capital Grant) Presented


By: Vincent Esposito Approve

Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions Monroe Community College Capital - Page 210

K. Regional Council Award – Priority Project – Rochester (Finger Lakes Region – Monroe County) – Sibley Building Phase II Capital – Regional Council Capital Fund (Capital Grant) Presented By: Vincent Esposito Approve

Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

Sibley Building Phase II Capital - Page 220Sibley Building Phase II Capital Photographs - Page 230

L. Statewide - Restore New York Communities - Capital Grant Presented By: Simone Bethune Approve

Land Use Improvement Findings and Determinations Pursuant to Sections 10(c), 10(g) and 16-n of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions; Determination of No Significant Effect on the Environment

A. City of Fulton – RT 481 Gateway Restore IV (Oswego County) - $350,000

B. Village of Gowanda – Hollywood Theatre Restore IV (Cattaraugus County) - $324,000

C. City of Binghamton – Big Lots Plaza Restore IV (Broome County) - $534,000

D. City of Salamanca – Nies Block Restore IV (Cattaraugus County) - $450,000

E. City of Gloversville - CRG Building Restore IV (Fulton County) - $425,000

Restore New York Communities Capital Grants - Page 232

III. Non-Discretionary Projects Consent Calendar Presented By: Simone Bethune

Approve

Findings and Determinations Pursuant to Section 10(g) of the act; Adoption of General Project Plan; Authorization to Make Grants and to Take Related Actions; Determination of No Significant Effect on the Environment

A. Executive (Transformative Investment Program) Approve

Brookhaven National Labs Cryo-EM Capital - Brookhaven National Laboratory (Suffolk County) - $15,000,000

B. Assembly (Local Assistance)

CenterState Corporation for Economic Opportunity Working Capital – CenterState Corporation for Economic Development (Various Counties) - $400,000

Non-Discretionary Consent Calendar - Page 273

IV. Empire State New Market Corporation

A. Binghamton, NY (Southern Tier Region – Broome County) – SUNY Broome – Culinary Arts Center (the "Project") Presented By: Jonathan Beyer Approve

Findings and Determinations Pursuant to Sections 12 and 10(g) of the New York State Urban Development Corporation Act, as Amended (the “Act”); Authorization to Prioritize and Approve the Project, Adopt and Ratify Empire State New Market


Corporation (“ESNMC”) Board Findings and General Project Plan; Determination of No Significant Effect on the Environment and Take Related Actions

SUNY Broome - Culinary Arts Center - Page 292SUNY Broome - Culinary Arts Center 021418 Board Materials - Page 297

V. New York State Innovation Venture Capital Fund (“NYSIVCF”) Presented By: Brian Keil Approve

Authorization of an Investment of NYSIVCF Funds in Bizodo, Inc. d/b/a Seamless Docs NYSIVCF SeamlessDocs - Page 309

VI. Fountain Avenue Land Use Improvement and Residential Project

A. New York City (Kings County) – Fountain Avenue Land Use Improvement and Residential Project Presented By: Tom Conoscenti Approve

Authorization to Modify the Modified General Project Plan (MGPP); Recommendation to Adopt and Affirm the MGPP with Modifications; Determination of No Supplemental Environmental Impact Statement is Required; and Authorization to Take Related Actions

Fountain Avenue Land Use Improvement and Residential Project - Page 316Fountain Avenue Land Use Improvement and Residential Project Modified GPP - Page 320

VII. Administrative Action Presented By: Kathleen Mize Approve

Contract to Provide Actuarial Valuation Services – Authorization to Enter into a Contract for Actuarial Valuation Services and to Take Related Actions Actuarial Valuation Services - Page 373

VIII. For Information

A. Fiscal Year 2017-2018 Budget Variance Reports (Third Quarter) Presented By: Oral Report

Budget Variance Reports Memo 2017-2018 - Page 377Department Budget Variance Report Third Quarter Fiscal Year 2017-2018 - Page 378Subsidiary Operating Budget Variance Report Third Quart Fiscal Year 2017-2018 - Page 381Subsidiary Capital Budget Variance Report Third Quarter Fiscal Year 2017-2018 - Page 382


DRAFT – SUBJECT TO REVIEW AND REVISION

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NEW YORK STATE URBAN DEVELOPMENT CORPORATIONd/b/a Empire State DevelopmentMeeting of the DirectorsNew York City Regional Office633 Third Avenue37th Floor Conference RoomNew York, New York 10017

January 24, 2018

MINUTES

In Attendance Howard A. Zemsky (Acting Chair) Directors: Derrick Cephas

Joyce MillerCesar PeralesMaria Vullo - Superintendent (New York State Department of Financial Services)

Present for ESD: Simone Bethune, Project Manager–Loans and GrantsMaria Cassidy, Deputy General CounselElizabeth Fine, Executive Vice President – Legal and General CounselSonia Gulati, Assistant Director – Innovation and BroadbandJolyon Handler, Vice President – Contract AdministrationBrendan Healey, Vice President – Economic IncentivesAnn Kenny, TreasurerEdwin Lee, Senior Vice President – Economic IncentivesElaine A. Kloss, Chief Financial OfficerSean Malone, Project Associate – Small Business LendingBenson Martin, Director of ComplianceMaria Mitchell, Senior Vice President – Life SciencesKathleen Mize, Deputy Chief Financial Officer and ControllerGlendon McLeary, Vice President – Economic Incentives Rebecca Pellegrini, Manager – Finance and Administration - MSDCDebbie Royce, Assistant Corporate SecretaryKevin Younis, Chief Operating Officer



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Also Present: Zachary Becker - Central New York Regional OfficeMichael Reese, Director – Mohawk Valley Regional OfficeJoseph Roman, Deputy Director-Southern Tier Regional OfficeMeghan Taylor, Director – Mid-Hudson Regional Office Paul Tronolone - Western New York Regional OfficeArnold Will – Capital Regional Office

Also Present: The PressThe Public

The meeting of the Directors of the New York State Urban Development Corporation

(“UDC”) d/b/a Empire State Development (“ESD” or the “Corporation”) was called to order at

9:36 a.m. by Acting Chair Zemsky. It was noted for the record that the time and place of the

meeting had been given in compliance with the New York State Open Meetings Law.

Next, the Acting Chair set forth the guidelines regarding comments by the public on

matters on the Agenda as well as with regard to any conflicts of interest the Directors may have

regarding items on the Agenda. No conflicts were noted.

Acting Chair Zemsky then called for a motion to approve the Minutes of the December

21, 2017 Directors’ meeting. There being no changes or corrections, upon motion duly made

and seconded, the following resolution was unanimously adopted:

APPROVAL OF MINUTES AND RATIFICATION OF ACTIONS TAKEN AT THE DECEMBER 21, 2017 MEETING OF THE DIRECTORS OF THE NEW YORK STATE URBAN DEVELOPMENT CORPORATION

RESOLVED, that the Minutes of the meeting of the Corporation held on December 21, 2017, as



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presented to this meeting, are hereby approved and all actions taken by the Directors presented at such meeting as set forth in such Minutes, are hereby in all respects ratified and approved as actions of the Corporation.

* * *

The Acting Chair then asked Jolyon Handler to present an item related to the

procurement of a contract for insurance with Alliant Insurance Services.

Mr. Handler explained that the Directors are being asked to approve a contract with

Alliant Insurance Services.

Mr. Handler further explained that the contract term will be 5 years and in the amount

of $412,500 and will be used to market, procure and advise ESD on corporate and subsidiary

insurance policies and to provide risk management support services for ESD’s entire portfolio.

Following the full presentation, the Acting Chair called for any question or comments.

Upon motion made and seconded, and with Director Vullo abstaining from the vote, the

following resolution was unanimously adopted:

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT – Insurance Brokerage Services - Authorization to Enter into a Contract for Insurance Brokerage Services and to Take Related Actions

BE IT RESOLVED, that upon the basis of the materials presented to this meeting (the “Materials”), a copy of which is hereby ordered filed with the records of the Corporation, the Corporation hereby finds Alliant Insurance Services, Inc. to be a responsible contractor; and be it further



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RESOLVED, that the Corporation is hereby authorized to enter into a five (5) year contract with Alliant Insurance Services, Inc. in an amount not to exceed Four Hundred Twelve Thousand Five Hundred dollars ($412,500) for the purposes and services, and substantially on the terms and conditions, set forth in the Materials.

* * *

Acting Chair Zemsky then called on Maria Mitchell to present an item related to the Life

Sciences Initiative.

Ms. Mitchell explained that the Directors ae being asked for authorization to

promulgate rules and regulation and to adopt guidelines amending the Life Sciences Initiative

Program to include a second component, which is a New York Fund for Innovation in Research

and Scientific Talent, known as NYFIRST.

Ms. Mitchell noted that the program is designed to encourage New York’s medical

schools to recruit exceptional life science researchers to the State. She further explained that

the program will target researchers focused on translating discoveries to commercially viable

entities and will be used to attract new technologies to the State.

Ms. Mitchell further noted that investigators are recruited for the labs.

Following the presentation, the Acting Chair called for questions or comments. Director

Perales asked for confirmation that the funds would not be used to pay the salaries of the

investigators.



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Ms. Mitchell confirmed that all monies will be used for capital expenses.

The Acting Chair then called for any further question or comments. Hearing none, and

upon motion duly made and seconded, the following resolution was unanimously adopted:

Statewide – Life Sciences Initiatives Program, New York State Urban Development Corporation Act (“UDC Act”) Section 16-aa – Authorization to Promulgate Rules and Regulations and Adopt Guidelines Amending the Life Sciences Initiative Program to include its Second Component, the New York Fund for Innovation in Research and Scientific Talent (“NYFIRST”); and Authorization to Take Related Actions

______________________________________________________________________________

RESOLVED, that the Corporation hereby authorizes the adoption of the amended rule and regulations (the “Rule”) for the Life Sciences Initiatives Program (the “Program”) to provide for the second component of the Life Sciences Initiatives Program – the New York Fund for Innovation in Research and Scientific Talent (“NYFIRST”) in accordance with Section 16-aa of the UDC Act as described in the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”); and be it further

RESOLVED, that the Corporation hereby adopts the amended guidelines for the Program (the “Guidelines”) as described in the Materials, to provide for the second component of the Life Sciences Initiatives Program, NYFIRST, in accordance with Section 16-aa of the UDC Act; and be it further

RESOLVED, that the General Counsel of the Corporation, or his or her designee, is authorized to proceed with and make modifications and additions to the Rule and Guidelines as may be necessary or appropriate in order to implement the Program and comply, where applicable, with SAPA, including the emergency process under SAPA, and other applicable laws and regulations; and be it further

RESOLVED, that the General Counsel of the Corporation, or her designee(s), be and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all action as he or she may in his or her sole discretion consider to be necessary or appropriate to effectuate the foregoing resolutions.

* * *



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Next, Acting Chair Zemsky called Rachael Dubin to present an item relating to the

Minority Revolving Loan Fund Program for the Directors’ consideration.

Ms. Dubin explained that the original guidelines for this program were adopted by ESD

in 1987 and were later replaced with regulations in 1991.

Ms. Dubin further explained that the Directors are now being asked to repeal those

regulations and to adopt program guidelines for the implementation of the Minority Revolving

Loan Fund Program.

Ms. Dubin noted that there are several critical updates from the 1991 regulations, which

include: streamlining accounting procedures related to administrative expenses; providing

loans by participating lenders to eligible businesses up to $50,000; and eliminating redundant

criteria for selecting community based lenders.

Ms. Dubin also noted that upon adoption of the guidelines, and after a 45-day public

comment period, ESD will conduct a competitive solicitation for community-based lenders

during the 2018 calendar year, with the expectation of deploying the remaining $900,000 over

the next two years.

Before approval of this project, the Acting Chair asked Ms. Dubin to further explain the

goals for this program.



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Ms. Dubin explained that ESD is trying to get capital to minority and women-owned

businesses in low and moderate income communities throughout the State.

Following the full presentation, the Acting Chair called for questions or comments.

Hearing none, and upon motion duly made and seconded, the following resolution was

unanimously adopted:

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT - Minority Revolving Loan Fund Program – Authorization to Repeal Regulations and Adopt Program Guidelines

RESOLVED, that on the basis of the materials (the “Materials”) presented at this meeting, a copy of which is hereby ordered filed with the records of the New York State Urban Development Corporation, d/b/a Empire State Development (the “Corporation”), the Corporation hereby adopts the Program guidelines referred to in the Materials; and be it further

RESOLVED, that the President & Chief Executive Officer, or his designee(s) is, and each of them hereby is, authorized to take such actions and make such modifications to the guidelines as he or she may deem appropriate; and be it further

RESOLVED, that the President & Chief Executive Officer, or his designee(s) is, and each of them hereby is, authorized to file a notice of proposed rulemaking, and to execute and deliver any and all documents and to take all actions as may be necessary to effectuate the repeal of Part 4213 and Part 4215 of Chapter L of Title 21 of the New York Codes, Rules & Regulations.

RESOLVED, that the President & Chief Executive Officer, or his designee(s) is, and each of them hereby is, authorized, in the name of, and on behalf of the Corporation, to execute and deliver any and all documents and to take all actions as may be necessary or proper to effectuate the foregoing resolutions.

* * *

The Acting Chair took the agenda out of order and called Sean Malone to present two



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items. The first, relates to the Regional Revolving Loan Trust Fund Program and the second,

relates to the Minority and Women-owned Business Development Lending Program.

The first project, Mr. Malone explained, is an amendment to the regulations of the

Regional Revolving Loan Trust Fund Program.

Mr. Malone further explained that upon adoption of the amended regulations, ESD will

conduct a competitive solicitation for community-based lenders to administer additional

available funds as participating lenders.

The second project, Mr. Malone presented related to the Minority and Women

Revolving Loan Trust Fund Program, which provides funding to third-party lenders for the

purpose of providing working capital and fixed asset loans to New York State Minority and

Women-owned Businesses.

Mr. Malone further explained that in April 2017, ESD issued a Request for proposal

(“RFP”) soliciting lenders from various regions. He further explained that of the seven

organizations that submitted proposals, six are recommended for funding and four existing

trust fund lenders will remain active.

Mr. Malone then noted that the total amount of the grant is $1,334,971 and that no

organization will receive more than $547,471 to administer a program through the RFP process.



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Following the presentation of both items, the Acting Chair called for questions or

comments. Director Miller asked for examples of eligible projects for the Regional Revolving

Loan Trust Fund Program.

Mr. Malone explained that the legislative definition for a working capital loan is very

broad and can be anything from hiring additional staff to building renovations or construction.

Director Cephas asked if there were any industry constraints.

Mr. Malone explained that newspaper organizations or media were not allowed and

that retail is only allowed with the restriction that jobs are created.

The Acting Chair then called for any further questions or comments. Hearing none, and

upon motion duly made and seconded, the following resolutions were unanimously adopted:

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT - Regional Revolving Loan Trust Fund Program – Authorization to Amend Regulations

RESOLVED, that on the basis of the materials (the “Materials”) presented at this meeting, a copy of which is hereby ordered filed with the records of the New York State Urban Development Corporation, d/b/a Empire State Development (the “Corporation”), the President & Chief Executive Officer, or his designee(s) is, and each of them hereby is, authorized to file a notice of proposed rulemaking, and to execute and deliver any and all documents and to take all actions as may be necessary to effectuate the amendment of Part 4209 of Title 21 of the New York Codes, Rules and Regulations; and be it further



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RESOLVED, that the President & Chief Executive Officer, or his designee(s) is, and each of them hereby is, authorized to, from time to time, amend the rules and regulations of the Regional Revolving Loan Trust Fund Program as he or she may deem appropriate; and be it further

RESOLVED, that the President & Chief Executive Officer, or his designee(s) is, and each of them hereby is, authorized, in the name of, and on behalf of the Corporation, to execute and deliver any and all documents and to take all actions as may be necessary or proper to effectuate the foregoing resolutions.

* * *

Statewide – Minority and Women Revolving Loan Trust Fund Program – Minority and Women-owned Business Development and Lending Program (Grants) – Authorization to Make Grants and to Take Related Actions

RESOLVED, that on the basis of the materials, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Minority and Women Revolving Loan Trust Fund Program – Minority and Women-owned Business Development and Lending Program (the “Projects”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plans (the “Plans”) for the Projects included in these materials, copies of which Plans shall be maintained with the records of the Corporation; and be it further

RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable, and (2) receipt of all other necessary approvals;

Urban and Community Development Programs

Project Name Grantee Project Number Assistance Up To

WEDI MWRLTFWestminster Economic Development Initiative

AC471$210,000.00

Albany-Colonie MWRLTF II Capital Region Chamber of Commerce, Inc. AC472 $105,000.00

IAIC MWRLTF Ibero-American Investors CorporationAC473

$157,500.00



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CLFCR MWRLTF Community Loan Fund of the Capital Region AC474 $210,000.00

EGF MWRLTF

New York Business Development Corporation Local Development Corporation d/b/a Excelsior Growth Fund

AC475$547,471.00

TruFund MWRLTF TruFund Financial Services, Inc.AC476

$105,000.00TOTAL $1,334,971.00

and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, and they hereby are, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

Acting Chair Zemsky began the reports portion of the meeting by acknowledging the

passing of Elizabeth Fine’s father Jonathan Fine and Director Peter Beshar’s mother. Acting

Chair Zemsky then noted that he attended the funeral of Robert Wilmer, who was the

Chairman of ESD under Governor Paterson.

The Acting Chair then gave the President’s report, noting that additional monies were

allocated to the Regional Economic Development Corporation (“REDC”) in the budget; jobs

were created throughout the State; and that more than 2,100 new Minority and Women-

owned business enterprises were certified in January.

Next, a video presentation was given for the REDC awards.

The Acting Chair then asked Glendon McLeary to present a summary of the Project



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items on the Agenda. Acting Chair Zemsky then explained that following this brief

presentation, he will call upon the individual Regional Directors or their representatives to

present the projects from their region.

Mr. McLeary noted that the Directors will be asked to consider 12 projects totaling more

than $40,980,000 in grants, including two Buffalo Regional Innovation Cluster awards, eight

Regional Council awards and four discretionary awards.

Mr. McLeary further explained that these projects will take place in various regions and

will leverage over $216 million of additional investment, retain 3,514 jobs and will create 436

new jobs in the State.

Next, the Chair asked Paul Tronolone, from the Western New York Regional office to

present the next two items on the Agenda for the Directors’ consideration.

The first project Mr. Tronolone presented, involved the approval of a $1 million capital

grant to Restore the Gorge (Western New York Land Conservancy), a regional not-for-profit

land trust to undertake a program with invasive species removal and ecological restoration of a

125-acre section of the Niagara River Gorge in Niagara Falls, New York.

The second project Mr. Tronolone presented, involved a grant to Northland Corridor

Redevelopment (Buffalo Urban Development Corporation) in the amount of $6 million to be



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used for the purchase and installation of instructional equipment and the renovation of 683

Northland Avenue as part of the new Western New York Workforce Training Center.

Following the full presentation, the Acting Chair called for any question or comments.

Hearing none, and upon motion duly made and seconded, the following resolutions were


Niagara Falls (Western New York Region – Niagara County) – Restore the Gorge Capital – Buffalo Regional Innovation Cluster (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Restore the Gorge Capital – Buffalo Regional Innovation Cluster (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Western New York Land Conservancy a grant for a total amount not to exceed One Million Dollars ($1,000,000) from the Buffalo Regional Innovation Cluster, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive



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Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Western New York Land Conservancy a grant for a total amount not to exceed One Million Dollars ($1,000,000) from the Buffalo Regional Innovation Cluster, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grant; and be it further

RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable, and (2) receipt of all other necessary approvals; and be it further

RESOLVED, that the President and Chief Executive Officer or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

Niagara Falls (Western New York Region – Niagara County) – Restore the Gorge Capital – Buffalo Regional Innovation Cluster (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Restore the Gorge Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Buffalo Billion Initiative – Buffalo (Western New York Region – Erie County) – Northland Corridor Redevelopment/WNY Workforce Training Center Capital – Buffalo Regional Innovation Cluster (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions



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RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Northland Corridor Redevelopment/WNY Workforce Training Center Capital – Buffalo Regionial Innovation Cluster (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Buffalo Urban Development Corporation a grant for a total amount not to exceed Six Million Dollars ($6,000,000) from the Buffalo Regionial Innovation Cluster Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *

The Acting Chair then called on Joseph Roman, representing ESD’s Southern Tier



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Regional Office, to present the next two items on the Agenda for the Directors’ consideration.

The first project Mr. Roman presented, involved an Upstate Revitalization Initiative

Capital grant in the amount of $21 million, to SUNY Binghamton Health Sciences and

Technology Innovation Park (Binghamton University or “BU”), $2 million of which will be used

for the relocation of a former Endicott Johnson factory and the construction of three new

buildings in order to establish a Health Science and Technology and Innovation Park in Johnson

City.

The second project Mr. Roman presented, involved an Economic Development Fund

grant in the amount of $380,000 to Worchester Creameries to be used for the acquisition of a

new building and the purchase and installation of new machinery and equipment.

Mr. Roman further explained that Worcester Creameries is a dairy plant that produces

organic, grass-fed kosher and conventional milk products. He also noted that because of ESD’s

investments, the company has been able to retain all of the jobs at the facility and create new

ones.

The Acting Chair took the Agenda out of order and asked Mr. Roman to present the only

administrative item on the Agenda, which relates to Planning Services for the Upstate

Revitalization Initiative Greater Binghamton.



17

Mr. Roman explained that the Directors are being asked to approve a contract not to

exceed $435,600 with Bergman Associates to provide planning services for the administration

of the Greater Binghamton Fund.

Mr. Roman further explained that the Greater Binghamton Fund will provide $20 million

in State funding towards the implementation of three strategic investment plans in the city of

Binghamton, Johnson City and Endicott.

Mr. Roman noted that the contract is for one year, with all services expected to be

completed by the end of December 2018.

Following the full presentation of all three projects, the Acting Chair called for questions

or comments. Director Miller asked for further background on the Greater Binghamton Fund.

Mr. Roman explained that ESD has a history with Bergman Associates and that their

proposal was the lowest cost while providing the greatest debt to services.



Regional Council Award –Priority Project – Johnson City (Southern Tier Region – Broome County) – SUNY Binghamton Health Sciences and Technology Innovation Park Capital – Upstate Revitalization Initiative (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions



18

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the SUNY Binghamton Health Sciences and Technology Innovation Park Capital -- Upstate Revitalization Initiative (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to The State University of New York at Binghamton a grant for a total amount not to exceed Twenty One Million Dollars ($21,000,000) from the Upstate Revitalization Initiative, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *



19

Regional Council Award – Priority Project – Johnson City (Southern Tier Region – Broome County) – SUNY Binghamton Health Sciences and Technology Innovation Park Capital – Upstate Revitalization Initiative (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the SUNY Binghamton Health Sciences and Technology Innovation Park Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Roxbury (Southern Tier Region – Delaware County) – Worcester Creameries Capital – Empire State Economic Development Fund - General Development Financing (Capital Grant) – Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Worcester Creameries Capital – Empire State Economic Development Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Sections 16-m and 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that

1. The proposed project would promote the economic health of New York State by facilitating the creation or retention of jobs or would increase activity within a municipality or region of the state or would enhance or help to maintain the economic viability of family farms;

2. The project would be unlikely to take place in New York State without the requested assistance;

3. The project is reasonably likely to accomplish its stated objectives and that the likely benefits of the project exceed costs;

4. There are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer of



20

the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Worcester Creameries Corporation a grant for a total amount not to exceed Three Hundred and Eighty Thousand Dollars ($380,000) from the Empire State Economic Development Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a Empire State Development Corporation – Planning Services for the Upstate Revitalization Initiative Greater Binghamton Fund - Authorization to Enter into a Contract for Planning Services and to Take Related Actions

RESOLVED, that based on the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), the Corporation hereby finds Bergman Associates, Inc. (“Consultant”) to be responsible; and be it further

RESOLVED, that in accordance with the Materials, the Corporation is hereby authorized to enter into a contract with Consultant for a total contract amount not to exceed FOUR HUNDRED



21

THIRTY-FIVE THOUSAND SIX HUNDRED DOLLARS ($435,600) for the purposes and services, and substantially on the terms and conditions, as set forth in the Materials; and be it further

RESOLVED, that the President and his designee(s) be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all such actions as may be necessary or appropriate to effectuate the foregoing.

* * *

Acting Chair Zemsky then called on Zachary Becker from the Central New York Regional

Office to present the next two items on the Agenda for the Directors’ consideration.

Mr. Becker explained that the Directors are being asked to approve a $900,000 Upstate

Revitalization Initiative Fund grant to the Visiting Nursing Association (“VNA”) for the

construction and equipping of a new 47,000 square-foot headquarters in Syracuse, New York

that will accommodate additional programs and services and will allow for more efficient and

effective home and community care delivery system.

Mr. Becker also noted that VNA has already created 16 of the 30 jobs committed and

that the project is expected to be completed in January of 2018.

The second project Mr. Becker presented involved a Regional Council Capital Fund

grant in the amount of $1.2 million to Rapid Response Monitoring Services for the renovation

and expansion of their facility, including the purchase and installation of new furniture, fixtures

and equipment.



22

Mr. Becker noted that Rapid Response has already created 150 of the 175 jobs

committed and that the project was completed in August 2017.

The Acting Chair called for any questions or comments. Hearing none, and upon motion

duly made and seconded, the following resolutions were unanimously adopted:

Syracuse (Central New York Region – Onondaga County) – VNA - Continuing Care Call Center Capital – Upstate Revitalization Initiative (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the VNA - Continuing Care Call Center Capital -- Upstate Revitalization Initiative (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Visiting Nurse Association of Central New York, Inc. a grant for a total amount not to exceed Nine Hundred Thousand Dollars ($900,000) from the Upstate Revitalization Initiative , for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or



23

appropriate in the administration of the grant; and be it further



* * *

Syracuse (Central Region – Onondaga County) – VNA - Continuing Care Call Center Capital – Upstate Revitalization Initiative (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the VNA - Continuing Care Call Center Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Regional Council Award – Syracuse (Central New York Region – Onondaga County) – Rapid Response Monitoring Services Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Rapid Response Monitoring Services Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with



24

such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Rapid Response Monitoring Services, Inc. a grant for a total amount not to exceed One Million Two Hundred Thousand Dollars ($1,200,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *

Regional Council Award – Syracuse (Central New York Region – Onondaga County) – Rapid Response Monitoring Services Capital – Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Rapid Response Monitoring Services Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Next, Acting Chair Zemsky called on Meghan Taylor, the Director of ESD’s Mid-Hudson



25

Regional Office to present the next two items on the Agenda for the Directors’ consideration.

The first project Ms. Taylor presented, involved two grants, a Regional Council Capital

Fund grant and an Economic Development Fund grant in the total amount of $1.3 million to

Urban Electric Power located in the Hamlet of Pearl River in Rockland County.

Ms. Taylor explained that the grants will be used for the construction, renovation and

purchase of new machinery and equipment at the current facility.

The second project Ms. Taylor presented, involved two Regional Council Capital Fund

grants in the total amount of $1.7 million to The Solar Energy Consortium Capital to be used to

purchase and install specialized manufacturing equipment for SMARTT Labs and SMARTT Pods

located throughout the region.

Ms. Taylor noted that once the installations are completed they will assist

entrepreneurs and small and medium-sized manufacturers to develop and grow their

businesses and to create jobs. They will also allow colleges to train individuals in the skill sets

needed by these and other businesses.

Following the presentations, the Acting Chair called for questions or comments.

Director Perales asked for clarification on what the battery looked like and what it does.

Director Miller asked what the battery was being used for.



26

Ms. Taylor explained that these batteries are being used in generators as back-up power

in developing countries or for when power is not available on the grid.



Regional Council Award – Pearl River (Mid-Hudson Region – Rockland County) – Urban Electric Power Capital - Regional Council Capital Fund and Empire State Economic Development Fund (Capital Grants) – Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Urban Electric Power Capital -- Regional Council Capital Fund and Empire State Economic Development Fund (Capital Grants) Project (the “Project”), the Corporation hereby determines pursuant to Sections 16-m and 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that

1. The proposed project would promote the economic health of New York State by facilitating the creation or retention of jobs or would increase activity within a municipality or region of the state or would enhance or help to maintain the economic viability of family farms;

2. The project would be unlikely to take place in New York State without the requested assistance;

3. The project is reasonably likely to accomplish its stated objectives and that the likely benefits of the project exceed costs;

4. There are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with



27

such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Urban Electric Power, Inc. grants for a total amount not to exceed One Million and Three Hundred Thousand Dollars ($1,300,000) from the Regional Council Capital Fund and Empire State Economic Development Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *

Regional Council Award – Priority Project – Wappingers Falls, Kingston, Middletown, Nyack, Hopewell Junction, New Windsor (Mid-Hudson Region – Dutchess, Orange, Rockland and Ulster Counties) – The Solar Energy Consortium Capital – Regional Council Capital Fund (Capital Grants) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to The Solar Energy Consortium Capital - Regional Council Capital Fund (Capital Grants) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban



28

Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to The Solar Energy Consortium, Inc. grants for a total amount not to exceed One Million Seven Hundred Thousand Dollars ($1,700,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *

Regional Council Award – Priority Project – Wappingers Falls, Kingston, Middletown, Nyack, Hopewell Junction, New Windsor (Mid-Hudson Region – Dutchess, Orange, Rockland and Ulster Counties) – The Solar Energy Consortium Capital – Regional Council Capital Fund (Capital Grants) – Determination of No Significant Effect on the Environment



29

RESOLVED, that based on the material submitted to the Directors with respect to The Solar Energy Consortium Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Next, Acting Chair Zemsky called on Michael Reese, the Director of the Mohawk Valley

Regional Office to present the next item on the Agenda for the Directors’ consideration.

Mr. Reese explained that the Directors are being asked to approve a Regional Council

Capital Fund grant in the amount of $4 million to Oneida County, to be used for a portion of the

cost of installation of a state-of-the-art surveillance and airport surface radar at Griffiss

International Airport.

Mr. Reese further explained that the project will include renovations of the nose docks,

reconstruction of taxiways and other improvements and upgrades to the airport’s 1,680-acre

test range to be used by the Northeast UAS Air Space Integration Research Alliance called

NUAIR.




Regional Council Award – Rome (Mohawk Valley Region – Oneida County) – Oneida County Radar Installation Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to



30

Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Oneida County Radar Installation Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to the County of Oneida a grant for a total amount not to exceed Four Million Dollars ($4,000,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer or his designee(s) be, subsequent to the making of the grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the grant as he or she may deem necessary or appropriate in the administration of the grant; and be it further



* * *



31

Next, the Acting Chair called on Arnold Will of ESD’s Capital Regional Office to present

the next two items on the Agenda for the Directors’ consideration.

The first project Mr. Will presented, involved an Urban and Community Development

program grant in the amount $500,000 to Albany Medical Center, to be used for site work and

infrastructure improvements.

Mr. Will noted that the project is complete and that the Medical Center office building is

fully leased with medical practices and offices employing approximately 340 people.

The second project Mr. Will presented, involved a Regional Council Capital Fund grant in

the amount of $2.5 million to Park South Redevelopment to be used for construction and site

work of commercial and residential space.

Mr. Will further explained that the work includes the construction of two, six-story,

83,500 square-feet of mixed-use buildings, including 48 market rate residential units, in which

88% of the market rate residential units are leased and 80% of the commercial space is

occupied and leased and that the project will be completed in March of 2018.

Following the presentation of both projects, the Acting Chair called for questions or

comments. Hearing none, and motion duly made and seconded, the following resolutions were



32


Regional Council Award – Priority Project – Albany (Capital Region – Albany County) – Albany Medical Center Capital – Urban and Community Development Program (Capital Grant) – Findings and Determinations Pursuant to Sections 16-d and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Albany Medical Center UCDP -- Urban and Community Development Program Capital Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Albany Medical Center a grant for a total amount not to exceed Five Hundred Thousand Dollars ($500,000) from the Urban and Community Development Program, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further





33


* * *

Regional Council Award – Priority Project – Albany (Capital Region – Albany County) – Albany Medical Center Capital – Urban and Community Development Program (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Albany Medical Center Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Regional Council Award – Priority Project – Albany (Capital Region – Albany County) – Park South Redevelopment Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Park South Redevelopment Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive



34

Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Park South Partners LLC a grant for a total amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *

Regional Council Award – Priority Project – Albany (Capital Region – Albany County) – Park South Redevelopment Capital – Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Park South Redevelopment Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

The Acting Chair then called on Simone Bethune to present the Restore New York

Communities item for the Directors’ consideration.

Ms. Bethune explained that the Directors are being asked to approve a grant in the



35

amount of $500,000 to the Village of Avon, to be used to help finance the redevelopment and

rehabilitation of a historic inn, the Avon Inn, located in Livingston County’s Downtown

Revitalization District.

Ms. Bethune noted that the work will include the installation of new exterior lights,

masonry repair and the repair and replacement of doorways and windows.

Next, Ms. Bethune presented the Non-Discretionary Consent Calendar for the Directors’

consideration.

First, Ms. Bethune explained that non-discretionary refers to those projects listed in the

New York State budget that enhance the State’s communities through cultural, educational,

research and development, and civic organizations.

Ms. Bethune further noted that these projects originate from the Governor, the

Assembly or the Senate and ESD is then named to administer the funding. ESD, she added,

does not select the recipients for funding.

Ms. Bethune explained that the Directors are being asked to approve a Senate-

sponsored local assistance grant in the amount of $300,000 to the Fort Drum Regional Liaison

Organization for the cost of operations to coordinate staffing program services for military base

retention activities.



36

Following the full presentation of both items, the Acting Chair called for questions or

comments. Hearing none and upon motion duly made and seconded, the following resolution

was unanimously adopted:

Statewide – Restore NY Communities – Capital Grant – Land Use Improvement Findings and Determinations Pursuant to Sections 10 (c), 10 (g) and 16-n of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

______________________________________________________________________________

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Restore NY Communities Capital Grant Project (the “Project”), the Corporation hereby determines pursuant to Sections 16-n and 10 of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that

1. The area in which the project is to be located is a substandard or unsanitary area, or is in danger of becoming a substandard or unsanitary area and tends to impair or arrest sound growth and development of the municipality.

2. The project consists of a plan or undertaking for the clearance, replanning, reconstruction and rehabilitation of such area and for recreational and other facilities incidental or appurtenant thereto.

3. The plan or undertaking affords maximum opportunity for participation by private enterprise, consistent with the sound needs of the municipality as a whole.

4. There are no families or individuals displaced from the Project area; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, are hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written findings of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written findings being made, the President and Chief



37

Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a to grant to the party and for the amount listed below from Restore NY Communities, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further



Restore New York Communities Initiative Program – Project Summary Table

Grantee Project Name Proj # Grant

Village, Town, City

County

A Village of AvonAvon – RESTORE –

Avon Inn RESTORE IV

AB749 $500,000 Avon Livingston

TOTAL $500,000

RESOLVED, that the President and Chief Executive Officer of the Corporation or her designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

Local Assistance – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant, and to Take Related Actions

______________________________________________________________________________

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Local Assistance Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area(s); and be it further



38

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to a make grant to the party and for the amount listed below from Local Assistance, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further


RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable; (2) receipt of all other necessary approvals; and (3) receipt of funds;

Local Assistance -Senate – Project Summary TableProject Name Proj # Grantee Assistance up to

Senate (Local Assistance)

AFort Drum Regional Liaison

Organization Working CapitalAC324

Fort Drum Regional Liaison Organization

$300,000

TOTAL $300,000

and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

Next, the Acting Chair called on Sonia Gulati to present the two New York State

Innovation Venture Capital items on the Agenda for the Directors’ consideration.

The first project Ms. Gulati presented, involved an investment of $4 million to Quentis

Therapeutics, which will be allocated in three milestone based tranches over three to four



39

years.

Ms. Gulati explained that Quentis is a life sciences startup company based in New York

City, which is developing the next generation of cancer immunotherapies.

The second project involved an investment of $500,000 to Forkhead Bio Therapeutics,

Inc., to be allocated in two performance based tranches.

Ms. Gulati explained that this is another life science startup company based in New York

City that was founded by Dr. Domenico Accili, the Professor of Medicine and Director of the

Columbia University Diabetes and Endocrinology Research Center.

Ms. Gulati noted that Forkhead Bio Therapeutics is developing a novel therapy for Type

1 Diabetes that will allow patients to achieve native blood sugar control without the need for

chronic daily injections.

Following the full presentation of both projects, the Acting Chair called for questions or

comments. Director Vullo asked if the Quentis’ research is affiliated with a hospital.

Ms. Gulati stated that the research is done out of Cornell Weil and that they are only in

the pre-clinical stage.



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Ms. Gulati further explained that real patients won’t be involved for at least another

three or four years.

Director Perales asked what Forkhead Bio, will use as a substitute instead for insulin.

Ms. Gulati explained the process to Director Perales.

The Acting Chair then called for any further questions or comments. Hearing none and


NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a Empire State Development - New York State Innovation Venture Capital Fund - Authorization of an Investment of NYSIVCF Funds in Quentis Therapeutics Inc.

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), relating to the New York State Innovation Venture Capital Fund, the Corporation is authorized to make an investment, in an amount not to exceed $4,000,000, in Quentis Therapeutics Inc. (the “Company”) and to enter into agreements and related documentation with the Company and the investment entities named in the Materials in order to effect such investment; and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, subsequent to the making of the investment, and each of them hereby is, authorized to take such actions, including modifying the terms of the investment and entering into additional agreements with the Company and others, as he or she may deem necessary or appropriate in the administration of the Corporation’s investments in the Company; and be it further

RESOLVED, that the provision by the Corporation of financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable; (2) receipt of all other necessary approvals; and (3) the availability of funds and the approval of the State Division of the Budget, if applicable; and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s)



41

be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a Empire State Development - New York State Innovation Venture Capital Fund - Authorization of an Investment of NYSIVCF Funds in Forkhead BioTherapeutics Inc.

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), relating to the New York State Innovation Venture Capital Fund, the Corporation is authorized to make an investment, in an amount not to exceed $500,000 in Forkhead BioTherapeutics Inc. (the “Company”) and to enter into agreements and related documentation with the Company and the investment entities named in the Materials in order to effect such investment; and be it further




* * *

Next, the Acting Chair called on Rebecca Pellegrini to present the Moynihan Station Civic

and Land Use Improvement Project item for the Directors’ consideration.



42

Ms. Pellegrini explained that the Directors are being asked to amend a contract with

WSP USA in the amount of $200,000 and to extend the contract time in order to make final

payments on the preliminary phase 2 work already performed.




New York City (New York County) – Penn Station - Farley Complex - Moynihan Station Civic and Land Use Improvement Project – Authorization to Assume and Amend a Contract with WSP USA (f/k/a PB Americas, Inc.) for Architectural, Engineering, Design, and Construction Phase Services; and Authorization to Take Related Actions

BE IT RESOLVED, that upon the basis of the materials presented to this meeting (the “Materials”), a copy of which is hereby ordered filed with the records of the Corporation, the Corporation hereby finds WSP USA to be responsible; and be it further

RESOLVED, that the Directors hereby authorize the Corporation to assume and amend the contract with WSP USA as described in the Materials so that the contract term is extended to December 31, 2018 and the contract amount is increased by $200,000, from $3,817,559 to $4,017,559, provided, however, that the amount to be paid to WSP USA by ESD pursuant to the contract will not to exceed of $200,000 for the purposes and services and substantially on the terms and conditions, as set forth in the Materials; and be it further

RESOLVED, that the President, or other Officer of the Corporation, or his or her designee(s) be, and each of them hereby is, authorized to take such action and execute such documents as may be necessary or appropriate to carry out the foregoing Resolutions.

* * *



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There being no further business, the meeting was adjourned at 10:41 a.m.

Respectfully submitted,

Debbie RoyceAssistant Corporate Secretary


FOR CONSIDERATION February 15, 2018

TO: The Directors

FROM: Howard A. Zemsky

SUBJECT: Regional Council Award – Priority Project – Lackawanna (Western New York Region – Erie County) – Bethlehem Steel Redevelopment Capital – Regional Council Capital Fund (Capital Grants)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions; Determination of No Significant Effect on the Environment

General Project Plan

I. Project Summary

Grantee: Buffalo and Erie County Industrial Land Development Corporation (the “ILDC”)

ESD* Investment: Two grants of up to $2,780,000 to be used for a portion of the cost of land acquisition

* The New York State Urban Development Corporation doing business as Empire State Development (“ESD” or the “Corporation”)

Project Location: 2303 Hamburg Turnpike, Lackawanna

Proposed Project: Acquisition of up to 150 acres of vacant brownfield land on the former Bethlehem Steel site to create a new industrial park; removal and relocation of rail tracks along NYS Route 5 that block property access; acquire the public Right-of Way and the design for extension of the Niagara River Shoreline Trail along NYS Route 5 which is adjacent to the Bethlehem Steel Site

Project Type: Land Acquisition

Regional Council: The project is consistent with the Western New York Regional Economic Development Council Plan as it promotes smart growth and advanced manufacturing principals.


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II. Project Cost and Financing Sources

Financing Uses AmountReal Estate Acquisition $6,340,000Shoreline Trail Design & Right of Way Acquisition 300,000Rail Design 250,000Rail Construction 4,190,000

Total Project Costs $11,080,000

Financing Sources Amount PercentESD-Grant (#Z701) $500,000 5%ESD-Grant (#AA502) 2,280,000 21%DOT-NYS Multi-Modal I Program 325,000 3%Erie County Bond Funds 4,415,000 39%Grantee Equity 3,560,000 32% Total Project Financing $11,080,000 100%

III. Project Description

A. Grantee

Industry: Local development corporation

Grantee History: The ILDC was originally incorporated in 1981 and reorganized in 2006 to make Erie County (“County”) the sole member acting through the Erie County Executive, ex. officio. The ILDC serves as a land development agency focusing on brownfield and industrial park development, as well as issuing tax exempt Private Activity Bonds for not-for-profit organizations and institutions in Erie County. The Erie County Industrial Development Agency (“ECIDA”) has a related party relationship with the ILDC. Both entities share the same business objective which is the stimulation of the local economy through the funding of ventures which ultimately result in job creation, retention, and/or investment in the Erie County.

The Bethlehem Steel Lackawanna plant first opened in 1899 as the Lackawanna Iron & Steel Company. At its peak, the Bethlehem Steel plant employed over 25,000 workers and had over 7 million square feet of buildings, as well as almost 30 miles of rail track. During World War II, it was the highest-volume and most productive steel facility in the country, producing more steel for U.S. warships than any other U.S. steel mill. However, Bethlehem Steel closed its steel manufacturing operations in


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1983 and there are currently less than 200 workers on the site Bethlehem Steel occupied, including workers from Welded Tube and Buffalo Crushed Stone/Gateway. With over 1,000 acres, the site is one of the largest brownfield sites in upstate New York, of which 400 acres are available for near-term redevelopment. In 2000, the site was selected as one of four nationwide to take part in Environmental Protection Agency’s new Brownfield Pilot Program. It is the only site in the County with rail, port, and easy highway access and is one of the few available sites in the County zoned for heavy industry.

Ownership: ILDC is a not-for-profit organization. The Erie County Executive serves as the Chairperson of the ILDC with the Deputy County Executive, the Chairperson of the Erie County Legislature, and the Chairperson of the Legislature’s Economic Development Committee also holding seats on the board.

Size: The ILDC does not have any direct employees. ECIDA staff provides technical support and services when needed.

ESD Involvement: In 2014, the County applied for $3,000,000 through the Consolidated Funding Application (“CFA”) process and was awarded $500,000 to begin acquiring land on the Bethlehem Steel site and start redevelopment efforts. The $500,000 allowed the County to begin the land negotiation process and purchase approximately 30 acres on the site. Subsequently, in 2015 the County applied for and received $2,280,000 through the CFA process to continue the land purchase and redevelopment effort. The additional funding allowed the County to purchase approximately 100 more acres of land. Negotiating the purchase of land has been challenging and time consuming given the property owner, Tecumseh Redevelopment Corporation is overseas, multiple stakeholders, including the City of Lackawanna and the challenging environmental history of the site. After many years of negotiations, the land was officially purchased by the ILDC for Erie County in July 2017. Acquiring the land has allowed Erie County to begin working on the redevelopment efforts including the Shoreline Trail design and Right-of-Way (“ROW”) acquisition of the trail, rail design and construction. Without ESD assistance, the financing gap would have remained and the project would have been delayed until additional funding could be secured.

Past ESD Support: This is the Grantee’s first project with ESD.

B. The Project

Completion: December 2018


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Activity: The ILDC, in partnership with the County and the ECIDA, has recently completed the purchase of 147.7 acres of vacant under-utilized property on the former Bethlehem Steel site from Tecumseh Redevelopment Corporation. The property extends along NYS Route 5 and begins at Dona Street and extends northward to the adjoining Gateway Trade Center property line. As part of the purchase agreement, the ILDC required 93.45 acres in the purchase area be remediated to New York State Department of Environmental Conservation (“NYSDEC”) requirements in order to have those parcels be eligible for the 2017 NYS Brownfield Cleanup Program incentives. The remediation included the removal of all vegetation and placing one foot of certified clean material over the existing soil. The remaining 54.25 acres will be entered into the NYS Brownfield Cleanup Program that expires in the year 2026. The placement of the cover system on these parcels will be done as the property is redeveloped.

The project also includes railroad track relocation and improvements; the rail work has been bid and construction contracts have been awarded with construction expected to start in April of 2018. Removing and relocating the remaining rail tracks that run parallel to NYS Route 5 will open the property up for new infrastructure and development. This portion of the project is scheduled to be completed by December 2018.

Additionally, the project also includes the creation of The Bethlehem Shoreline Trail, which will begin at the Cities of Lackawanna and Buffalo municipal boundary where the current trail terminates. The Class 1 trail will extend southward approximately 6,500 feet until the intersection of Dona Street in Lackawanna. This will include the acquisition of a 50-foot wide ROW along the western side of NYS Route 5. The current property owner, Tecumseh Redevelopment Inc., has decided to donate the ROW property for trail and public use. Design of this trail extension is complete and the County is awaiting authorization from New York State Department of Transportation to advertise for bids on the project.

Results: This project will convert the largest vacant brownfield site in the Buffalo Niagara region into a shovel-ready, modern, well-designed industrial park that will foster job creation in key industries (advanced manufacturing, medium and heavy industrial companies) for regional growth. It will also improve physical infrastructure by providing pedestrian and bicycle access for local residents and visitors.

Economic Growth Investment Project: No Benefit-Cost Analysis (“BCA”) is required since these projects generate

long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.


5

Grantee Contact: Mr. John Cappellino, Executive Vice President of ECIDA & ILDC95 Perry StreetBuffalo, NY 14203Phone: (716) 856-6525 x118E-mail: [email protected]

ESD Project No.: Z701 and AA502

Project Team: Origination Angela RossiProject Management Michael HaltonContractor & Supplier Diversity Geraldine FordFinance Jonevan HornsbyEnvironmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $2,780,000 capital grants ($27,800) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Grantee will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The Grantee will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed. Equity is defined as cash injected into the project by the Grantee or by investors and should be auditable through Grantee financial statements or Grantee accounts, if so requested by ESD. Bond financing proceeds will qualify as equity for this project.

4. Up to $2,780,000 will be disbursed in two installments as follows:

a) An Initial Disbursement of an amount equal to 50% of the grant ($1,390,000) upon completion of land acquisition, including documentation of the project expenditures of $6,340,000; and documentation verifying land acquisition including the contract of sale, closing statement, deed/title, proof of payment; and other documentation as ESD may require, assuming that all project approvals have been completed and funds are available; and

b) A Second Disbursement of an amount equal to 50% of the grant ($1,390,000) upon completion of the project substantially as described in these materials; and documentation of an additional $4,740,000 (aggregate total of $11,080,000) in project expenditures and other documentation verifying project completion as ESD may require, assuming that all project approvals have been completed and funds are available.


6

Expenses reimbursed by ESD’s grant must be incurred on or after October 22, 2015 to be considered eligible project costs. All disbursements require compliance with program requirements and must be requested by no later than April 1, 2020.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $2,780,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

6. Grant funds may be subject to pro rata recapture if the property at the Project Location is sold within five years of disbursement of funds without ESD approval. ESD approval will not be unreasonably withheld.

IV. Statutory Basis – Regional Council Capital Fund

The funding was authorized for project #Z701 in the 2014-2015 New York State budget and re-appropriated in the 2015-2016, 2016-2017 and 2017-2018 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

The funding was authorized for project #AA502 in the 2015-2016 New York State budget and re-appropriated in the 2016-2017 and 2017-2018 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Environmental Review

For the acquisition of the former Bethlehem Steel site, the ILDC, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation (“NYSDEC”). This review found the project to be a Type I Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on February 22, 2017. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

For the rail storage yard relocation, Erie County, as lead agency, has completed an environmental review of the project pursuant to the requirements of the SEQRA and the implementing regulations of NYSDEC. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on April 1, 2014. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

For the Bethlehem Steel Shoreline Trail project, the Erie County Department of Environment


7

and Planning, as lead agency, has completed an environmental review of the project pursuant to the requirements of SEQRA and the implementing regulations of NYSDEC. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on April 12, 2016. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

VI. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority-and women-owned businesses (MWBEs) in the performance of ESD projects. For purposes of this project, however, goals will not be established due to the unavailability of certified MWBEs for performance of this Contract.

VII. Smart Growth Public Infrastructure Review

Pursuant to the requirements of the State Smart Growth Public Infrastructure Policy Act (the “SG Act”), ESD’s Smart Growth Advisory Committee has reviewed a Smart Growth Impact Statement for the project and found that the project is consistent with the State Smart Growth Public Infrastructure Criteria (“Smart Growth Criteria”). The designee of the Chief Executive Officer of the Corporation has attested that the project, to the extent practicable, meets the relevant Smart Growth Criteria set forth in the SG Act.

VIII. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the project will not directly create or retain jobs.

IX. ESD Financial Assistance Subject to Availability of Funds and Additional Approval

The provision of ESD financial assistance is contingent upon the availability of funds and the approval of the State Division of the Budget.

X. Additional Submissions to Directors

ResolutionsNew York State MapProject Finance MemorandumProject Photographs


February 15, 2018

Regional Council Award – Priority Project – Lackawanna (Western New York Region – Erie County) – Bethlehem Steel Redevelopment Capital – Regional Council Capital Fund (Capital Grants) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Bethlehem Steel Redevelopment Capital -- Regional Council Capital Fund (Capital Grants) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Buffalo and Erie County Industrial Land Development Corporation grants for a total amount not to exceed Two Million Seven Hundred Eighty Thousand Dollars ($2,780,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further





* * *


February 15, 2018

Regional Council Award – Priority Project – Lackawanna (Western New York Region – Erie County) – Bethlehem Steel Redevelopment Capital – Regional Council Capital Fund (Capital Grants) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Bethlehem Steel Redevelopment Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *


«Project_Name»«Project_Town»«Project_County» County

Bethlehem Steel Redevelopment CapitalLackawannaErie County


Bethlehem Steel Redevelopment Capital – Project Photographs


FOR CONSIDERATION Febuary 15, 2017

TO: The Directors


SUBJECT: Buffalo (Western New York Region – Erie County) – Alexandre Apartments Capital – Buffalo Regional Innovation Cluster Fund – Better Buffalo Fund (Capital Loan)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Loan and to Take Related Actions; Determination of No Significant Effect on the Environment


I. Project Summary

Borrower: The Alexandre Apartments, LLC (the “Company” or the “Borrower”)

ESD* Investment: A loan of up to $750,000 to be used for a portion of the costs of renovation


Project Location: 510 Washington Street, Buffalo, Erie County

Proposed Project: Adaptive reuse and redevelopment of a 19,530 square foot vacant historic building at 510 Washington Street

Project Type: Renovation

Regional Council: The Western New York Regional Economic Development Council oversees the Buffalo Billion Investment Development Plan. This project is part of Governor Cuomo’s Buffalo Billion Initiative to enhance residential and commercial density along major transportation corridors.


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Loan Financing: The loan will provide permanent financing for a 20-year term

Security: Subordinate lien on real estate


Financing Uses AmountAcquisition $340,000Construction/Renovation 3,860,000Architectural/Engineering/Soft Costs 811,200


Financing Sources Amount Percent Rate/Term/LienESD-Loan $750,000 15% 3%/20yrs/2nd on RECommunity Preservation Corporation 2,000,000 40% 5.62%/30yr/1st on RE Owner Equity 793,115 16%Federal Historic Tax Credits 874,441 17%NYS Historic Tax Credits 528,644 11%Main street Grant 32,500 1%National Grid 32,500 1% Total Project Financing 5,011,200 100%


A. Borrower

Industry: Real estate developer

Borrower History: The Alexandre Apartments, LLC was formed in 2014 to acquire and develop the former Loew's Theatre Warehouse at 510 Washington Street. The Alexandre Apartments, LLC owns fee simple title to the Project Location.

Ownership: The Alexandre Apartments, LLC is a limited liability corporation owned by Amy E. Judd and husband Mark C. Judd which is the structure required to syndicate the historic tax credits for the project.

Size: There is one location in Western New York.

Market: Residential and commercial housing development

ESD Involvement: During Governor Cuomo’s 2012 State of the State Address, he committed


3

a $1 billion investment in the Buffalo area economy (the “Buffalo Billion Initiative”) to create thousands of jobs and spur $5 billion in new investment and economic activity over several years. In early 2014, $30 million of the Buffalo Billion Initiative was dedicated for the Better Buffalo Fund (“BBF”), a competitive loan/grant program encouraging density and growth along transportation corridors and the revitalization of neighborhood commercial districts within targeted areas in the City of Buffalo (the “City”). BBF consists of two program tracks, Transit-Oriented Development (“TOD”), administered by ESD, which assists with gap financing for adaptive reuse or infill capital projects promoting dense development within ¼ mile walking distance of transit stops, and the Buffalo Main Streets Initiative, modeled on the New York State Main Street program and administered by NYS Homes and Community Renewal, to revitalize historic downtowns and mixed-use neighborhood commercial districts. In October 2014, ESD commenced the application process for the first phase of BBF. The first round of BBF awards was announced in April 2015. $11.722 million in BBF awards were announced for 21 projects, eight ($7.96 million) of which were Transit-Oriented Development awards. The second round of BBF awards was announced August 2016. $9.1 million BBF awards were announced for 14 projects, nine ($7.7 million) of which were Transit-Oriented Development awards. During the second round, the Alexandre Apartments, LLC was awarded a $750,000 loan to offset the costs of the renovation of 510 Washington Street. Without assistance from ESD, this project would not be feasible.

Competition: N/A

Past ESD Support: This is the Company’s first project with ESD.

B. The Project

Completion: March 2018

Activity: The project includes the conversion and historic renovation of a vacant 19,530-square-foot, seven story historic building at 510 Washington Street in Buffalo, formerly the Lowe’s Theater Warehouse. The 1920’s concrete structure has been converted into new commercial/retail space on the first floor and 12 market rate, loft apartments on floors two through seven. Residential units make up the bulk of the building with 18,135 square feet dedicated to residential space and 1,395 square feet dedicated to commercial/retail space. There are six one-bedroom apartments, with rents ranging from $1,500 to $1,800 and six two- bedroom apartments ranging from $2,000 to $2,250. One-bedroom residences will have 877 square feet of living space and


4

two-bedroom units are approximately 1,110 square feet. A portion of the residences are ADA accessible and the project includes high-end energy efficient mechanicals, electronic entry, associated Wi-Fi controls, LED lighting and high-end energy efficient appliances. The commercial space will be rented at $14 per square foot per year. Buffaloaf, LLC, a wholesale/retail bread bakery has agreed to sign a lease for this space.

Results: This historic downtown property has been vacant and non-contributing to the City’s tax role for 19years. It is part of the “Historic 500 block” local preservation district within the Central Business District of downtown Buffalo and was the last remaining historic structure in this district to be redeveloped. Before its adaptive reuse the building exhibited decades of blight and decay in a rapidly transitioning neighborhood. This development will increase the number of residential units and quality of commercial space on the block. The building is the tallest building in the local preservation district that has seen a wave of reuse projects in the last five or so years including new apartments, restaurants, commercial space, and even owner-occupied residences.

The project meets several goals of the Better Buffalo Fund TOD loan program; building on existing transportation and service infrastructure, redeveloping an existing, underutilized community asset, investing in a commercial corridor that has experienced decades of disinvestment and encouraging pedestrian activity by providing more amenities within walking distance of existing housing units and alternative transportation options.

Economic GrowthInvestment Project: No Benefit-Cost Analysis (“BCA”) is required since this project generates


Borrower Contact: Ms. Amy Judd168 North StreetBuffalo, NY 14201

ESD Project No.: AB228

Project Team: Origination Angela RossiProject Management Angela RossiLegal Chanel MaddiganContractor & Supplier Diversity Geraldine FordFinance Jonevan HornsbyEnvironmental Soo Kang


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1. The Borrower shall pay a commitment fee of 1% of the $750,000 loan ($7,500). In addition, at the time of closing, the Borrower will reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Borrower will demonstrate no materially adverse changes in its financial condition prior to closing.

3. Personal Guarantees are required from any individual or family members together owning 20% or more of the Borrower, including: Amy E. Judd and Mark C. Judd.

4. The Borrower will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Borrower’s written acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Borrower or by investors including Historic & Brownfield Tax Credit Investors and should be auditable through Borrower financial statements or Borrower accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

5. Up to $7500,000 will be disbursed to the Borrower upon completion of the project substantially as described in these materials as evidenced by residential and commercial Certificates of Occupancy and upon documentation of approximately $5,011,200 project expenditures. Expenditures reimbursed by ESD’s loan must be incurred on or after October 1, 2016 to be considered eligible project costs. Disbursement of the loan must be requested by April 1, 2019.

The Borrower shall demonstrate compliance with protocols recommended by Guidepost Solutions which include the following:

Borrower shall be required to demonstrate to ESD’s satisfaction, that project costs to be paid for by ESD grant funds are incurred in arms-length transactions;

Borrower shall be required to procure materials, contractors and services to be paid for with ESD funds in accordance with a competitive procurement process approved by ESD;

Borrower shall be required to submit standard AIA documentation and other appropriate documentation supporting construction related costs that are to be paid by ESD funds;

Borrower shall be required for each payment to submit a certification confirming the lack of bribery, collusion and the fair price of invoices submitted.

Borrower shall be required to submit additional documentation verifying project expenses as may be required by ESD.


6

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater $750,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

7. Term: 20 years fully amortizingLoan becomes immediately due and payable if Borrower sells or closes Project Location or materially changes the use of the property without the prior written consent of ESD.

8. Interest: 3% (fixed).

9. Repayment Terms: Fully amortizing, 240 monthly principal and interest payments beginning after disbursement of the loan. No prepayment penalty.

10. The Borrower will submit to ESD annual reviewed or audited financial statements to be submitted at closing and annually.

11. Financial Disclosure: Updated financial disclosure on Borrower and all corporate and personal guarantors acceptable to ESD must be provided prior to closing.

12. Lien/Collateral: Subordinate lien on real estate with loan to-value ratio not to exceed 90%. For ESD’s purposes, loan refers to total debt on collateral. Borrower must maintain a minimum debt coverage ratio of 1.1:1. Collateral review and appraisals acceptable to ESD.

13. Due Diligence: Legal appraisals and engineering and environmental reviews acceptable to ESD must be provided prior to closing, if applicable.

IV. Statutory Basis – Buffalo Regional Innovation Cluster Fund

The funding was authorized in the 2014-2015 New York State budget and re-appropriated in the 2015-2016, 2016-2017 and 2017-2018 budgets. No residential relocation is required as there are no families or individuals residing on the site.


The City of Buffalo Planning Board, as lead agency, has completed an environmental review of the proposed project pursuant to the requirements of the State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative


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Declaration on January 11, 2016. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

Due to the building's eligibility for listing on the New York State and National Registers of Historic Places (“S/NR”) and location within the S/NR listed 500 Block of Main Street Historic District, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law. No further consultation is required.

Due to ESD's mortgage position on the loan, a Phase I Environmental Site Assessment (“ESA”) and, if needed, a Phase II ESA must be submitted to ESD for review and approval prior to closing on the loan.


ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Borrower shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprise (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.

VII. ESD Employment Enforcement Policy


VIII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval


IX. Additional Submissions to Directors



February 15, 2018

Buffalo (Western New York Region – Erie County) Alexandre Apartments Capital – Buffalo Regional Innovation Cluster Fund – Better Buffalo Fund (Capital Loan) – Findings and Determinations Pursuant to Section 10(g); Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Loan and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Alexandre Apartments Capital – Better Buffalo Fund (Capital Loan) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Alexandre Apartments, LLC a loan for a total amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) from the Buffalo Regional Innovation Cluster Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, subsequent to the making of the loan and grant, and each of them hereby is, authorized to take such actions and make such modifications to the terms of the loan or grant or collateral securing the loan as he or she may deem necessary or appropriate in the administration of the loan and grant; and be it further

RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable; (2) receipt of all other necessary approvals; and (3) receipt of funds; and be it further

RESOLVED, that the President and Chief Executive Officer or his designee(s) be, and each of


them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *


February 15, 2018

Buffalo (Western New York Region – Erie County) Alexandre Apartments Capital – Buffalo Regional Innovation Cluster Fund – Better Buffalo Fund (Capital Loan) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Buffalo Alexandre Apartments Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *



Alexandre Apartments CapitalBuffalo Erie County


Figure 1- Before


Figure 2- After



TO: The Directors


SUBJECT: Buffalo Billion Initiative – Buffalo (Western New York Region – Erie County) – Northland Corridor Redevelopment/Phase II/Buffalo Manufacturing Works Capital – Buffalo Regional Innovation Cluster (Capital Grants)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act;

Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions


I. Project Summary

Grantee: Buffalo Urban Development Corporation (“BUDC”)

ESD* Investment: Two grants of up to $25,000,000 to be used for design, construction, construction management, equipment purchases, fit-out of space, and moving expenses to facilitated the re-location of Buffalo Manufacturing Works (“BMW”), a member-based, state-of-the-art manufacturing consulting organization operated by the Edison Welding Institute, Inc. (“EWI”) at 683 Northland Avenue in the Northland Corridor Redevelopment Area (AKA “Campus” or “Corridor”).


Project Location: The Northland Corridor Redevelopment Area involves properties generally fronting along Northland Avenue in an area bounded by East Delavan Avenue to the north, Fillmore Avenue to the west, the former Beltline (now CSX) Railroad to the south, and Grider Street to the east. This project will focus on improvements at and around 683 Northland Avenue (a 235,050-square-foot building on 7.26 acres), the former Niagara Machine & Tool Works (and later Clearing Niagara) Plant complex.


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Proposed Project: Phase II of redevelopment of 683 Northland Avenue building; renovation and construction of an approximately 51,000-square-foot portion of building to facilitate the tenancy of BMW.

Project Type: Economic growth investment

Regional Council: This is a signature initiative of the Buffalo Billion Investment Development Plan and is consistent with the WNY Regional Economic Development Council (“REDC”) Regional Plan to promote smart growth, and economic development.


Financing Uses Amount

CONSTRUCTION/FIT OUT OF BMW SPACE:Direct Construction Costs $13,250,000CM general requirements,

insurance, and fees $1,433,238

Escalation 110,124Design Contingency $2,219,004 Owner Contingency 2,219,004 A/E Costs 1,109,502Fixtures, Furniture & Equipment (Allowance) $300,000Other Soft Costs - Legal, HP, etc. 859,128

BMW SAFETY & SECURITY FEATURES $1,000,000

MOVING/RELOCATION $2,000,000

MIGRATING BMW IT INFRASTRUCTURE $500,000

PREPARING REMAINING RENTABLE SPACE $13,500,000

GRAND TOTAL $38,500,000

Financing Sources Amount PercentESD-Grant (Z199 – Buffalo Billion 1) $10,000,000 26%ESD-Grant (AC699 – Buffalo Billion 2) $15,000,000 39%Federal Historic Tax Credits $6,000,000 16%NYS Brownfield Tax Credits $7,500,000 19%

TOTAL PROJECT FINANCING $38,500,000 100%


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A. Grantee

Industry: BUDC is a local development agency sponsored by the City of Buffalo (“City”). Its mission is to create a dynamic and responsive project development process and team capable of meeting the special needs and challenges associated with urban and high-impact project development in Buffalo. BUDC currently focuses on redeveloping brownfields and other challenged properties in the City. BUDC facilitates partnerships with the private sector, primarily through the preparation of shovel ready sites, strategic planning and as a pass-through for public and private funding for adaptive re-use and redevelopment projects.

The proposed tenant for which the funding will facilitate, BMW, is a member-based, state-of-the-art manufacturing consulting organization currently located in interim space on the Buffalo Niagara Medical Campus. BMW’s mission is to create an ecosystem to help manufacturers with new technologies expand into new markets and improve productivity, and stimulate innovation and growth in the sector. A successful initiative of Buffalo Billion Phase I, BMW is poised for growth through the delivery of a comprehensive portfolio of enhancements that will broaden and deepen its long-term impact on Buffalo Niagara’s manufacturing competitiveness. Moving BMW to a permanent home at the Northland campus was a key initiative outlined in the Buffalo Billion Phase II plan, to complement the campus’ mission to serve as a state-of-the-art center for advanced manufacturing innovation and workforce training. After the move, BMW would expand to roughly 60-person staff at full capacity and be able to deliver over 100 project efforts per year, leading to numerous business opportunities both on the Northland campus and in the region as a whole.

History: BUDC was established in 1978 under the name Development Downtown, Inc. to act as a financing vehicle for downtown Buffalo development projects using Urban Development Action Grants. In 2004, Development Downtown, Inc. became BUDC, reclaiming distressed land and buildings for future development. BUDC has been serving as “developer” for the Northland Corridor Redevelopment Area, under agreement with ESD, since 2014.

Ownership: BUDC is a not-for-profit agency.

Size: BUDC is managed by a nineteen-member board of directors which are made up of public and private sector individuals that serve on four


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committees to assist BUDC in conducting day-to-day business. BUDC has three employees.

ESD Involvement: The Northland Corridor Redevelopment Area is an industrial/commercial/ residential neighborhood, and one of the most extensive industrial areas in terms of size and density on Buffalo’s east side. It was historically developed as a manufacturing center along the former New York Central “Beltline” Railroad. Throughout the 20th century, facilities along this corridor produced airplanes, automobiles, furniture, mechanical parts, fuel components, food products and heavy machinery. Today, much of the residential and commercial foundation of this area remains in close proximity to abandoned industrial plants, posing environmental and remediation challenges, and have added to the neighborhood’s high vacancy rates and reduced economic vitality.

Despite this decline, the area has significant geographic, industrial, and community assets making it a prime site to redevelop. The Area is in close proximity to the Erie County Medical Center, Buffalo Niagara Medical Campus, downtown Buffalo, the Larkin District, and 4.5 miles from the new Riverbend (i.e. Solar City) project. An accessible labor force, established road and utility infrastructure, the potential for land assembly, and potential rail access make this an ideal location for the City’s next manufacturing center.

In 2014, Governor Cuomo announced a signature initiative of the Buffalo Billion Investment Development Plan, pledging roughly $29 million in ESD funds toward transformation of the Area into a public and private-sector partnership to develop a state-of-the-art campus for workforce training and other advanced manufacturing establishments. Phase I of the redevelopment is being anchored by the WNY (now branded as the “Northland”) Workforce Training Center, to be located in ~100,000 SF of space at 683 Northland Avenue.

Initially as part of this effort, $6.7 million was allocated in September 2014 for the acquisition of multiple long-vacant properties; site planning, site/building conditions assessments and contamination investigations; and activities to obtain necessary environmental reviews and approvals. An additional $10.3 million was allocated in April 2016 toward design/construction of renovations to 683 Northland Avenue for the Workforce Training Center; associated site and street improvements along Northland Avenue between Fillmore Avenue and Grider Street; and other improvements to the Area. In January 2018, an additional $6 million was approved to complete construction and fit out the Workforce Training Center with large instructional equipment.


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Since 2014, BUDC has acquired 12 properties on 35 acres, totaling approximately 700,000 square feet of existing structures, of which approximately 500,000 square feet are estimated to be preserved. In February 2016, the City’s Planning Board completed its environmental review for the redevelopment of the corridor and granted site plan approval for the Workforce Training Center. A construction manager was procured competitively by BUDC in August of 2016. Final design of the first phase of redevelopment at 683 Northland Avenue was completed in spring of 2017 and construction began in August of 2017 with a targeted July 2018 substantial completion date.

Competition: N/A

Past ESD Support: Over the past five years, ESD has provided $23 million in funding to the Grantee as follows:

Program Project # AmountDate Start

(ESD Directors’ Approval date)

Date End(Project Completion: Contract Expiration)

Purpose

Buffalo Regional Innovation Cluster Z336 $6,700,000 September 18, 2014 July 2016

Capital Grant – Initial-phase property acquisition,

planning, investigations, and

planning/environmental reviews for Northland

Corridor Redevelopment Project

Buffalo Regional Innovation Cluster Z415 $10,300,000 April 21, 2015 June 2019

Capital Grant – First phase of rehab and construction

at and around 683 Northland Avenue to

accommodate tenancy of WNY Workforce Training

Center

Buffalo Regional Innovation Cluster AC426 $6,000,000 January 16, 2018 January 2021

Capital Grant – Continued rehab/construction at 683

Northland Avenue and purchase of large

instructional equipment for WNY (now “Northland”)

Workforce Training Center

B. The Project

Completion: September 2019

Activity: Phase I of the redevelopment of 683 Northland Avenue is being anchored


6

by Northland Workforce Training Center, which is currently under construction and will open in fall 2018. BMW’s move to 683 Northland will be the centerpiece of Phase II redevelopment.

Under this phase of the redevelopment, BUDC will contract for appropriate construction and rehabilitation to fit out 51,000 square feet of space at 683 Northland Avenue design to meet the specific requirements of BMW and its associated activities, functions, and other partners that will be also operating out of the BMW’s space (e.g., Insyte Consulting, Next Street, WNY Science Technology, Engineering and Math [STEM] lab, etc.) also specified in the Buffalo Billion Phase II plan. The funds would also be used to facilitate the physical re-location/re-commissioning of all current equipment and systems being used at BMW’s current location to the new space at 683 Northland Avenue.

The intent is to engage in preliminary/final design and construction document efforts upon the approval of this grant to have a design ready for BUDC’s current construction management team to transition to the BMW construction and fit-out upon the opening of the Workforce Training Center.

In addition to ESD funding noted above, BUDC is also anticipating the award of both Federal Historic Tax Credits and State Brownfield Tax Credit, together totaling $13.5 million in additional funds toward this phase of development at 683 Northland Avenue. These tax credit funds are being used to finance renovation of the remaining space at 683 Northland, in order to support rent-generating tenancies to assist BUDC in reaching economically self-sustaining operations at the building/campus.

Results: Specifically, the funding for BUDC will facilitate the move of BMW to the Northland campus and allow for the expansion/enhancement of activities of BMW at this new location. BMW and the Northland Workforce Training Center will enjoy reciprocal benefits from co-location together at 683 Northland. For example, it is anticipated that companies will seek to locate near BMW to take full advantage of their services; these same companies could serve in providing internship and placement opportunities for graduates of the Workforce Training Center.

BMW will increase in terms of staff and services provided to its growing list of partners in the Buffalo Niagara manufacturing community. New programmatic functions will be established to oversee the design, delivery, and scaling of the proposed suite of BMW initiatives to achieve a sustainable operational model. It is anticipated that EWI’s direct staff


7

at BMW would expand to approximately 60 persons at full capacity and be able to deliver over 100 project efforts per year, leading to numerous business opportunities both on the Northland campus and in the region as a whole.

As part of this effort, BMW’s move to Northland would also involve a co-location with Insyte Consulting, Next Street, and other potential partners to create a holistic suite of service providers for the benefit of local manufacturers. In turn, BMW’s already-established STEM education Additive Manufacturing Learning Lab would be relocated and expanded in its new home at Northland, with a goal of ultimately training 200-300 students and teachers per year. These efforts will continue to complement efforts at the Workforce Training Center and other aligned efforts (e.g., Burgard’s Advanced Manufacturing Program) on Buffalo’s East Side to help create a pool of skilled talent to drive the local manufacturing economy.

Also, as a result of the further progression in the overall Northland Corridor Redevelopment effort, this phase of the repurposing of this former industrial complex combined with investments in existing assets/infrastructure will increase development density in the City’s core, encourage walkability and multi-modal transportation, connect disadvantaged communities with employment clusters, and attract private investment to further foster a vibrant, sustainable community in line with the Region’s established smart growth principles. Northland is continuing to evolve as an innovation hub focused on advanced manufacturing and utilities, with a focus on encouraging job training and employment for East Side residents.

InfrastructureInvestment Project: No Benefit-Cost Analysis (“BCA”) is required since these projects generate


Grantee Contact: Mr. Peter Cammarata, President95 Perry Street, Suite 404Buffalo, New York 14203Phone: (716) 362-8361

ESD Project Numbers: Z199: $10,000,000 (Buffalo Billion 1)AC699: $15,000,000 (Buffalo Billion 2)


8

Project Team: Origination Paul TronoloneProject Management Jean WilliamsContractor & Supplier Diversity Geraldine FordFinance Jonevan HornsbyDesign & Construction Dennis ConroyEnvironmental Paul Tronolone


1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $25,000,000 capital grants ($250,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.


3. $25 million will be deposited into an account (the “Imprest Account”) at a bank mutually acceptable to ESD (as set forth in writing by ESD) and the Grantee upon execution of the Grant Disbursement Agreement and presentation to ESD of an invoice and such other documentation as ESD may reasonably require, assuming that all project approvals have been completed and funds are available. Funds from the Imprest Account, from the time of deposit and until disbursed from such account in accordance with terms approved by the ESD Directors, will be invested in accordance with ESD’s Investment Guidelines as outlined in the Grant Disbursement Agreement. ESD shall be provided with copies of all account statements. Interest earned on the funds deposited in the Imprest Account must be returned to ESD Quarterly.

The Grantee can request funds from the Imprest Account to pay for eligible project expenses on a monthly basis, unless approved by ESD, in accordance with Design and Construction requirements. Eligible expenditures paid by ESD’s grant must be incurred on or after November 1, 2017 to be considered eligible project costs. All requests for payments must be requested by January 31, 2021; any funds remaining in the Imprest Account as of January 31, 2021 shall be returned to ESD.

Grantee shall demonstrate compliance with protocols recommended by Guidepost Solutions which include the following:

a. Grantee shall be required to demonstrate to ESD’s satisfaction, that project costs to be paid for by ESD grant funds are incurred in arms-length transactions;

b. Grantee shall be required to procure materials, contractors and services to be paid for with ESD grant funds in accordance with a competitive procurement process approved by ESD;

c. Grantee shall be required to submit standard AIA documentation and other appropriate documentation supporting construction related costs that are to be paid by ESD grant funds;


9

d. Grantee shall be required for each payment to submit a certification confirming the lack of bribery, collusion and the fair price of invoices submitted.

e. Grantee shall be required to submit additional documentation verifying project expenses as may be required by ESD.

4. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $25,000,000 for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

5. The Grantee will be deemed in default and the grant funds will be subject to pro rata recapture if a.) any project locations are sold within 5 years of disbursement of funds without prior approval of ESD, and b.) the following requirements are not met:

All other tenants and/or leases for the Project Location must be approved by ESD in advance of execution.

BUDC will make available the former Clearing Niagara Building (683 Northland Avenue) for BMW at a rental cost of $1/year (plus utilities, taxes, and common Area Maintenance charges) for a period of 20 years unless otherwise agreed by ESD, although BUDC use alternative rent structures to facilitate Historic, Brownfield and or New Market Tax Credits (e.g., rent subsidy, refunded rent, etc), provided they are approved by ESD and would result in no effective financial difference from the above-noted rent terms.

BUDC shall maintain 683 Northland Avenue and all subsequently redeveloped/reused properties to Building Owners and Managers Association (“BOMA”) International standard for “Institutional” Properties (see http://www.boma.org/research/pages/building-class-definitions.aspx).

The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and default occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:

(i) 100% of the disbursed amount if the transfer occurred in the calendar year that the disbursement was made, or in the first full calendar year after the disbursement was made;

(ii) 80% of the disbursed amount if the transfer occurred in the second full calendar year after the disbursement was made;

(iii) 60% of the disbursed amount if the transfer occurred in the third full calendar year after the disbursement was made;

(iv) 40% of the disbursed amount if the transfer occurred in the fourth full calendar year after the disbursement was made;

(v) 20% of the disbursed amount if the transfer occurred in the fifth full calendar


http://www.boma.org/research/pages/building-class-definitions.aspx

10

year after the disbursement was made.

IV. Statutory Basis – Buffalo Regional Innovation Cluster

The funding was authorized for project #Z199 in the 2014-2015 New York State budget and re-appropriated in the 2015-2016, 2016-2017, and 2017-2018 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

The funding was authorized for project #AC699 in the 2017-2018 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.

V. Design and Construction

ESD Design & Construction staff or its designates will review the project management plan, scope of work, budget/design estimates and construction documents. Design & Construction staff or its designates will visit the site, attend Owner-Architect-Construction Manager (“OACM”) meetings, at its option, and review milestones, schedule, monthly requisitions and recommend payments when its requirements have been met.

VI. Environmental Review

The Directors made a Determination of No Significant Effect on the Environment for the Northland Corridor Redevelopment Project at their meeting of April 21, 2016, pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. This determination addressed all aspects of the Northland Corridor Redevelopment including the move by BMW to the campus. Therefore, no further environmental review associated with this action is required.

Because 683 Northland Avenue and other buildings in the Northland Corridor are eligible for listing on the State/National Registers of Historic Places, ESD and the project sponsors consulted with the New York State Office of Parks, Recreation and Historic Preservation in their role as State Historic Preservation Officer (“SHPO”) pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law and Section 106 of the National Historic Preservation Act. This consultation process resulted in a Memorandum of Agreement (“MOA”) amongst the City of Buffalo Urban Renewal Agency, SHPO, BUDC, and ESD. ESD will continue to ensure that all stipulations in the MOA are met.

VII. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprise (“MWBEs”) for any contractual opportunities generated in connection with the Project and shall be required to use


11

Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the eligible categories totaling approximately $22,500,000. As such, the goal MWBE utilization shall be no less than $6,750,000.






ResolutionNew York State MapProject Finance MemorandumExhibit A – Space Diagram of 683 Northland Ave showing proposed BMW location


February 15, 2018

Buffalo Billion Initiative – Buffalo (Western New York Region – Erie County) – Northland Corridor Redevelopment/Buffalo Manufacturing Works Capital – Buffalo Regional Innovation Cluster (Capital Grants) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Northland Corridor Redevelopment/Buffalo Manufacturing Works Capital – Buffalo Regionial Innovation Cluster (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Buffalo Urban Development Corporation grants for a total amount not to exceed Twenty-Five Million Dollars ($25,000,000) from the Buffalo Regionial Innovation Cluster Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further





* * *



Bethlehem Steel Redevelopment CapitalLackawannaErie County


EXHIBIT ASPACE DIAGRAM

683 Northland Ave.Buffalo Manufacturing Works


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TO: The Directors


SUBJECT: North Tonawanda (Western New York Region – Niagara County) – City of North Tonawanda Smart Growth Capital – Buffalo Regional Innovation Cluster (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment


I. Project Summary

Grantee: City of North Tonawanda (the “City” or “North Tonawanda”)

ESD* Investment: A grant of up to $2,500,000 to be used for planning, design and construction costs to complete smart growth projects

* The New York State Urban Development Corporation doing business as Empire State Development “ESD” or the “Corporation”)

Project Locations: Gateway Harbor Park:Intersection of Webster and Sweeney Streets

Main Street Green Infrastructure:Main Street between Sweeney and Thompson Streets

Downtown Placemaking:Webster Street between Sweeney and Main Streets;Main Street between Island and Thompson Streets; Oliver Street between Sweeney and Thompson Streets;River Road at intersections of Goundry Street, Island Street, Thompson Street, and Sweeney Street;Charles Fleischman Park, intersection of Goundry, Webster, and Main Streets;Heritage Park, Lincoln Avenue/Thompson Street;


2

YWCA Renovation:YWCA of the Niagara Frontier, 49 Tremont Street

Proposed Project: Improvements to Gateway Harbor Park facility, docks, and utilities; addition of green infrastructure improvements to Main Street; complete street and streetscape enhancements to Main, Webster, and Oliver Streets; downtown gateway enhancements at seven locations; pocket park improvements at two locations improving walkability and connecting residential neighborhoods with the central business district; pedestrian improvements at four locations on River Road; and funding to assist with the renovation of the existing YWCA building into a mixed-use facility

Project Type: Downtown Revitalization

Regional Council: The project is consistent with the Western New York Regional Economic Development Council Plan as it promotes smart growth and attracting young people to the WNY Region.

II. Project Cost and Financing SourcesFinancing Uses AmountGateway Harbor Park Improvements:Design and Engineering $100,000Construction 1,400,000Sub-Total Project Costs $1,500,000

Main Street Green Infrastructure: Engineering $125,000Construction 828,000Sub-Total Project Costs $953,000

Downtown Placemaking:Planning and Design $150,000Pocket Park projects 415,000Gateway enhancements 100,000Downtown streetscapes 970,000Sub-Total Project Costs $1,635,000

YWCA Renovation: Architecture and Engineering $226,600Construction 3,135,171Soft Costs 51,985Sub-Total Project Costs $3,413,756


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Grand-Total Project Costs $7,501,756

Financing Sources Amount PercentGateway Harbor Park Improvements:ESD-Grant $325,000 22%NYS Canals Grant 100,000 6%NYS DOS LWRP Grant 700,000 47%Grantee Equity 375,000 25%Sub-Total Project Financing $1,500,000 100%

Main Street Green Infrastructure:ESD-Grant $350,000 37%NYS DEC WQIP Grant 353,000 37%Grantee Equity 250,000 26%Sub-Total Project Financing $953,000 100%

Downtown Placemaking:ESD-Grant $1,525,000 91%DASNY State & Municipal Facilities Grant 110,000 9%Sub-Total Project Financing $1,635,000 100%

YWCA Renovation:ESD-Grant $300,000 9%NYS Housing Trust Fund 1,131,753 33%Homeless Housing Assistance Program 1,412,072 41%Yahoo Community Benefit Fund 33,000 1%Community Investment Fund 536,931 16%Sub-Total Project Financing $3,413,756 100%

Total Project Financing $7,501,756 100%


A. Grantee

Industry: Municipality

Grantee History: North Tonawanda, incorporated in 1897, is located at the convergence of the Erie Canal, Tonawanda Creek, and the Niagara River on the southwestern edge of Niagara County. It is the second largest municipality in Niagara County. It once rivaled Chicago as the lumber capital of the world in the mid-1800s. Upon the depletion of the lumber fields, the steel, paper, and chemical industries were established, and North Tonawanda continued to prosper through the mid-1900s. Beginning in the 1960s, North Tonawanda’s population began to slowly


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decline a result of a loss of industry and manufacturing operations, and from 1972 to 1996, seven of the City’s primary employers shut down or relocated, resulting in the loss of more than 3,200 jobs and a 7.6% decrease in population.

Ownership: Municipality

Size: The City is 10.9 square miles in area and has a population of approximately 31,568 residents.

ESD Involvement: In October 2017, the City was awarded up to $2,500,000 in funding through the Governor’s Buffalo Billion Phase II initiative in an effort to encourage North Tonawanda to proceed with planned community and economic development initiatives that advance smart growth.

Competition: N/A

Past ESD Support: Funding for the past five years to the Grantee is summarized in the following chart:

Program Project # AmountDate Start (ESD

Directors’ Approval date)

Date End(Project

Completion: Contract

Expiration)

Purpose

RestoreNY Comm 16-17 AB801 $500,000 December 15, 2017 April 1, 2019

Redevelopment of 3 vacant buildings for

mixed use opportunities.

RestoreNY Comm 07-08 W087 $500,203 August 21, 2014 June 5, 2015

Demo/redevelopment of building for

retail/commercial uses

B. The Project

Completion: April 2019

Activity: The project involves a number of enhancements within downtown North Tonawanda that include: improvements to Gateway Harbor park including the construction of a modern, ADA compliant facility, extended dockage with upgraded utility hookups, improved lighting, and picnic facilities; installing green infrastructure and expanding pedestrian amenities on Main Street; the implementation of a complete streets


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policy on Main, Webster, and Oliver Streets that will realign parking, add bike lanes, and install streetscape enhancements that will promote walkability; crosswalk improvements at four locations on River Road to better connect the central business district with the waterfront; enhanced signage, landscaping, and branding at seven strategic gateway entry points into downtown North Tonawanda, to clearly define and create a sense of place within the central business district; improvements to two downtown pocket parts to better connect neighborhoods with downtown and promote walkability; and provide financing for the renovation of the YWCA into a mixed-use facility that will include affordable housing for women and a social enterprise bakery.

Results: The project will improve amenities at and connectivity with the various waterfronts within North Tonawanda for its residents and visitors. It will promote walkability and a sense of place that will create an attractive community for people to live, work, and play.



Grantee Contact: Mr. Michael Zimmerman, Executive DirectorLumber City Development Corporation 500 Wheatfield StreetNorth Tonawanda, NY 14120Phone: (716) 695-8580 x5515E-mail: [email protected]

ESD Project No.: AC451

Project Team: Origination Amanda Mays Project Management Cheryl KrazmienContractor & Supplier Diversity Geraldine Ford Finance Jonevan HornsbyDesign & Construction Dennis ConroyEnvironmental Paul Tronolone


1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $2,500,000 ($25,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Grantee will demonstrate no materially adverse changes in its financial condition


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prior to disbursement.

3. Up to $2,500,000 will be deposited into an Imprest Account upon receipt of the executed Grant Disbursement Agreement at a bank mutually acceptable to ESD and the Grantee. These funds will be invested as per ESD’s board approved Investment Guidelines. Interest earned on the funds deposited in the Imprest Account must be returned to ESD quarterly along with copies of all bank statements, starting when the funds are deposited and continuing until all funds have been disbursed. The Grantee may, no more frequently than monthly, seek authorization to draw down funds to pay for invoices due and payable for planning, design and construction costs in compliance with ESD Design and Construction Requirements and in proportion to ESD’s pro-rata funding share, assuming all project approvals have been completed and funds are available. Each subsequent payment requisition will include the current month’s invoices and proof of payment for invoices submitted for the previous month. 10% of the grant will be retained until documentation supporting project completion has been received by ESD.

Grant Funds are to be allocated as follows: up to $325,000 for Gateway Harbor Park improvements; up to $350,000 for Main Street streetscape; up to $1,525,000 for downtown placemaking; and up to $300,000 for the YWCA renovation, unless otherwise approved by ESD.

Expenses must be incurred on or after October 4, 2017 to be considered eligible project costs. All disbursements must be requested by April 1, 2019.







4. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $2,500,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total


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amount of assistance approved by the Directors.


The funding was authorized in the 2017-2018 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.


Submission of Payment Requisitions to ESD will be made according to the design and construction disbursement terms outlined in the Grant Disbursement Agreement. ESD reserves the right to inspect the project site to insure compliance of these terms and monitor project progress.


Empire State Development, as lead agency, has completed an environmental review of the proposed Project, pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. This review, which was coordinated with the involved agencies due to the project’s Type I classification, found that the proposed project would not result in significant adverse impacts on the environment. Therefore, ESD staff recommend that the Directors make a Determination of No Significant Effect on the Environment.

In addition, because a portion of the project would occur within a historic district on the State and National Registers of Historic Places (“S/NRHP) and because the YWCA Building in North Tonawanda has been determined eligible for listing on the S/NRHP, ESD will ensure that prior to construction, appropriate consultation is conducted with the State Historic Preservation Office (“SHPO”) of the NYS Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the State Historic Preservation Act.


ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprise (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.

VIII. Smart Growth Public Infrastructure Review

Pursuant to the requirements of the State Smart Growth Public Infrastructure Policy Act (the “SG Act”), ESD’s Smart Growth Advisory Committee has reviewed a Smart Growth Impact Statement for the project and found that the project is consistent with the State Smart Growth


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Public Infrastructure Criteria (“Smart Growth Criteria”). The designee of the Chief Executive Officer of the Corporation has attested that the project, to the extent practicable, meets the relevant Smart Growth Criteria set forth in the SG Act.

IX. ESD Employment Enforcement Policy


X. ESD Financial Assistance Subject to Availability of Funds and Additional Approval


XI. Additional Submissions to Directors



February 15, 2018

North Tonawanda (Western New York Region – Niagara County) – City of North Tonawanda Smart Growth Capital – Buffalo Regional Innovation Cluster (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the City of North Tonawanda Smart Growth Capital – Buffalo Regional Innovation Cluster Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to City of North Tonawanda a grant for a total amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) from the Buffalo Regional Innovation Cluster Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further





* * *


February 15, 2018

North Tonawanda (Western New York Region – Niagara County) – City of North Tonawanda Smart Growth Capital – Buffalo Regional Innovation Cluster (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the North Tonawanda Smart Growth Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *



City of North Tonawanda Smart Growth CapitalNorth TonawandaNiagara County


Figure 1: North Tonawanda Smart Growth Initiative – Map of Project Locations

Gateway Enhancements

River Road Intersection Improvements

Pocket Park Improvements

Streetscape Enhancements

Gateway Harbor Park

YWCA

Figure 2: Gateway Harbor Park

Sweeney Street

Existing Harbor Facility


F i g u r e 3 : S t r e e t s c a p e I m p r o v e m e n t L o c a t i o n s


Figure 4: River Road Intersection Improvements

River

Road


F i g u r e 5 : E x a m p l e s o f G a t e w a y E n h a n c e m e n t l o c a t i o n s

O l i v e r S t r e e t a n d S w e e n e y S t r e e t

M a i n S t r e e t a n d R i v e r R o a d


Figure 6: Pocket Parks

Location of Heritage Park pocket park improvements

Location of Charles Fleischman Park pocket park improvements


Figure 7: YWCA Renovation

Existing Facility

Images from North Tonawanda’s 2017 DRI Application Submission

Renderings of Redevelopment



TO: The Directors


SUBJECT: Dunkirk (Western New York Region – Chautauqua County) – City of Dunkirk Smart Growth Capital and Working Capital – Buffalo Regional Innovation Cluster (Capital and Working Capital Grant)



I. Project Summary

Grantee: City of Dunkirk (the “City” or “Dunkirk”)

ESD* Investment: A grant of up to $2,500,000 to be used for planning, design and construction costs to complete smart growth projects


Project Locations: Dunkirk City Pier and Harbor: 814 Central Avenue, Dunkirk

Central Avenue Rebranding and Community Connector: Central Avenue between Lakeshore Drive (Dunkirk) and Temple Street (Fredonia); Temple Street (Dunkirk) between Central Avenue and Barker Commons

Proposed Project: Design and redevelopment of existing pier to increase greenspace and recreation amenities, and streetscape and marketing improvements along main connection between Dunkirk and Village of Fredonia/SUNY Fredonia


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Regional Council: The project is consistent with the Western New York Regional Economic Development Council Plan as it promotes smart growth and attracting young people to the WNY Region.


Financing Uses AmountPier and Harbor Improvements:Design, Engineering, and Permitting $301,600Construction 1,421,200Contingency 137,100Sub-Total Project Costs $1,859,900

Central Avenue Rebranding and Community Connector: Marketing (Working Capital) $50,000Planning, Engineering, and Permitting 98,400Construction 447,000Contingency 44,700Sub-Total Project Costs $640,100

Grant-Total Project Costs $2,500,000

Financing Sources Amount PercentESD - Grant $2,500,000 100%



A. Grantee


Grantee History: Dunkirk, the westernmost city in the state, was incorporated in 1880 and is located along the southeastern shore of Lake Erie in northern Chautauqua County, approximately 45 miles southwest of the City of Buffalo. Dunkirk was one of the early commercial centers of Western New York and an important port on Lake Erie. The City became a hub for railroad cargo following the establishment of a railroad station by the New York and Erie Railroad in 1851. Today, Dunkirk is home to multiple food processing companies that are supplied primarily by the surrounding area’s fruit and grape growers.


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Ownership: Municipality

Size: The City is 4.6 square miles in area, has a population of approximately 12,563 residents.

ESD Involvement: In October 2017, the City was awarded up to $2,500,000 in funding through the Governor’s Buffalo Billion Phase II initiative in an effort to encourage Dunkirk to proceed with planned community and economic development initiatives that advance smart growth.

Competition: N/A

Past ESD Support: Funding for the past five years to the City, totaling $340,000, is summarized in the following chart:




Purpose

Regional Council Capital Fund - RC3 Y885 $341,000 February 18, 2016 April 1, 2017

Redevelop Lakefront Boulevard into a

recreational attraction

B. The Project

Completion: October 2018

Activity: The project involves design and construction of improvements to the existing Dunkirk Pier and waterfront trails that will enhance pedestrian and recreational amenities and improve public safety, as well as improvements to the connection on Central Avenue between the Dunkirk and the Village of Fredonia through streetscape improvements and a concentrated marketing and branding strategy.

Results: The project will improve access to the Lake Erie waterfront for residents and visitors to Dunkirk. It will also strengthen the connection between the City and its nearby neighbor, Fredonia, and SUNY Fredonia, increasing visitation to the City and waterfront amenities.




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Grantee Contact: Ms. Rebecca Yanus, Director of Planning and Development338 Central Avenue, 2nd FloorDunkirk, NY 14048Phone: (716) 366-9879E-mail: [email protected]


Project Team: Origination Amanda MaysProject Management Cheryl Krazmien Contractor & Supplier Diversity Geraldine FordFinance Jonevan HornsbyDesign & Construction Dennis ConroyEnvironmental Paul Tronolone


1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $2,500,000 capital and working grant ($25,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.


3. Up to $2,500,000 will be deposited into an Imprest Account upon receipt of the executed Grant Disbursement Agreement at a bank mutually acceptable to ESD and the Grantee. These funds will be invested as per ESD’s board approved Investment Guidelines. Interest earned on the funds deposited in the Imprest Account must be returned to ESD quarterly along with copies of all bank statements, starting when the funds are deposited and continuing until all funds have been disbursed. The Grantee may, no more frequently than monthly, seek authorization to draw down funds to pay for invoices due and payable for planning, design and construction costs in compliance with ESD Design and Construction Requirements, assuming all project approvals have been completed and funds are available. Each subsequent payment requisition will include the current month’s invoices and proof of payment for invoices submitted for the previous month. 10% of the grant will be retained until documentation supporting project completion has been received by ESD.

Grant Funds are to be allocated as follows: up to $1,859,900 for Pier and Harbor Improvements and up to $640,100 for Central Avenue Rebranding and Connections, unless otherwise approved by ESD.

Expenses must be incurred on or after October 4, 2017 to be considered eligible project costs. All disbursements must be requested by April 1, 2019.


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The funding was authorized in the 2017-2018 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.




Empire State Development, as lead agency, has completed an environmental review of the proposed Project, pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. This review, which was coordinated with the involved agencies due to the project’s Type I classification, found that the proposed project would not result in significant adverse impacts on the environment. Therefore, ESD staff recommend that the Directors make a Determination of No Significant Effect on the Environment.


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In addition, because selected individual properties along the Central Avenue corridor are on or are eligible for listing on the State and National Registers of Historic Places (“S/NRHP), ESD will ensure that prior to construction, appropriate consultation is conducted, if required, with the State Historic Preservation Office (“SHPO”) of the NYS Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the State Historic Preservation Act.



VIII. Smart Growth Public Infrastructure Review


IX. ESD Employment Enforcement Policy


X. ESD Financial Assistance Subject to Availability of Funds and Additional Approval


XI. Additional Submissions to Directors



February 15, 2018

Dunkirk (Western New York Region – Chautauqua County) – City of Dunkirk Smart Growth Capital and Working Capital – Buffalo Regional Innovation Cluster (Capital and Working Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the City of Dunkirk Smart Growth Capital and Working Capital – Buffalo Regional Innovation Cluster (Capital and Working Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to City of Dunkirk a grant for a total amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) from the Buffalo Regional Innovation Cluster Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further





* * *


February 15, 2018

Dunkirk (Western New York Region – Chautauqua County) – City of Dunkirk Smart Growth Capital and Working Capital – Buffalo Regional Innovation Cluster (Capital and Working Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the City of Dunkirk Smart Growth Capital and Working Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *



City of Dunkirk Smart Growth Working Capital/CapitalDunkirkChatauqua County


Figure 1: Dunkirk Smart Growth Initiative – Map of Project Locations

Figure 2: Existing Trail/Pier Connection

1. Pier and Harbor Trail Improvements

2. Central Avenue Streetscape and Branding Improvements

Waterfront Trail

Pier

Waterfront Trail

Pier


Figure 3: Existing Pier Conditions


Figure 4: 2016 Concept for Pier Improvements

In 2016, the University at Buffalo Regional Institute (“UBRI”) developed a conceptual image to

illustrate the types of programmatic components a redesign of the pier area might accomplish.

These concepts would be further developed/refined during the design of the Project.


Figure 5: Central Avenue Existing Streetscape


Figure 6: Typical Types of Streetscape Treatments

Image from 2016 UBRI report illustrating typical streetscape and branding improvements that would be

considered along Central Avenue, including but not limited to accentuated crosswalks and street

banners.



TO: The Directors


SUBJECT: Regional Council Award – Johnson City (Southern Tier Region – Broome County) – Town of Union Floodwall Capital – Regional Council Capital Fund (Capital Grant)



I. Project Summary

Grantee: Town of Union (the “Town”)

ESD* Investment: A grant of up to $368,632 to be used for a portion of the cost of construction, infrastructure and site work in order to build a levee extension and a moveable floodgate


Project Location: 4301 Watson Boulevard, Johnson City , Broome County

Proposed Project: The Town of Union will build flood mitigation infrastructure to protect the Fairmont Park area. The Town will build a 400-foot-long, 8-foot-high extension of the existing levee parallel to Barton Avenue and will install a moveable floodgate to be deployed during flood events across Watson Boulevard.

Project Type: Public infrastructure

Regional Council: The Southern Tier Regional Economic Development Council has been made aware of this item.


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Financing Uses AmountInfrastructure/Site Work $105,542Contractual Services 293,999Supplies & Materials 489,764Other 105,542

Total Project Costs $994,847

Financing Sources Amount PercentESD-Grant $368,632 37%FEMA 259,260 26%CDBG-DR 266,955 27%Grantee Equity 100,000 10% Total Project Financing $994,847 100%


A. Grantee


Grantee History: The Town of Union was established in 1791 and is a 36-square mile town located in Broome County. It encompasses the Villages of Endicott and Johnson City, along with several hamlets (including Fairmont Park) and is located on the north side of the Susquehanna River.

Ownership: The Town is governed by Town law and has a Town Board consisting of four Town Councilors and a Town Supervisor.

Size: The Town is the 18th largest township within New York State and has a population of approximately 56,000 as of the 2010 Census. The Town has 18 departments, including economic development and planning/zoning, public safety, transportation, culture-recreation, home and community services, public improvements and general administration.

Market: N/A

ESD Involvement: Fairmont Park lost a significant amount of housing (estimated at $2.75 million in assessed value and 35 homes were lost to flooding) after the record flood of 2011. The Town was awarded federal Community Development Block Grant Disaster Recovery (“CDBG-DR”) program funds following the 2011 flood to improve the Fairmont Park subdivision and


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will use a portion of those funds on this project. Consequently, this project helps the Town leverage those federal CDBG-DR funds for flood mitigation measures that will prevent the property damage experienced during past flood events. The infrastructure developed through this project will set the stage to allow for the future development of raised housing--a sustainable housing practice in flood-prone areas-- in the Fairmont Park subdivision. Businesses and investors have been reluctant to invest in the Fairmont Park area because of its history of flooding--despite it being such an attractive location for investment. The Town applied through Round 5 of the Consolidated Funding Application process and was awarded an infrastructure grant through the Regional Council Capital Fund.

Competition: N/A

Past ESD Support: This is the Town’s first project with ESD in the past five years.

B. The Project

Completion: February 2018

Activity: The Town will build a 400-foot-long, 8-foot-high extension of the existing levee parallel to Barton Avenue and will install a moveable floodgate to be deployed during flood events across Watson Boulevard.

Results: The project is intended to provide flood protection and mitigation to the Fairmont Park neighborhood and, once completed, spur economic development by fostering redevelopment of the Fairmont Park subdivision and in and around the area of the former IBM Country Club.

InfrastructureInvestment Project: No Benefit-Cost Analysis (“BCA”) is required since these projects generate


Grantee Contact: Rose Sotak , Town Supervisor 3111 East Main StreetEndwell, NY 13760Phone: 607-786-2995E-mail: [email protected]


Project Team: Origination Joe RomanProject Management Sabina MoraContractor & Supplier Diversity Edwina TelqmaqueEnvironmental Soo Kang


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1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $368,632 capital grant ($3,686) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Grantee will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement.

3. The Grantee will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Grantee’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Grantee or by investors, and should be auditable through Grantee financial statements or Grantee accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Up to $368,632 will be disbursed to Grantee for eligible expenses during the course of design and/or construction, no more frequently than quarterly, in compliance with Design & Construction Requirements and in proportion to ESD’s funding share, assuming that all project approvals have been completed and funds are available. The final 10% of the grant will be disbursed upon completion of the facility, as evidenced by a certificate of occupancy. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after March 2, 2017, to be considered eligible project costs. All disbursements must be requested by April 1, 2019.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $368,632, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

IV. Statutory Basis

The funding was authorized in the 2015-2016 New York State budget and reappropriated in the 2016-2017 and 2017-2018 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.


ESD staff will review the project budget, plans, and specifications, along with the other documents that ESD may require for scheduled payment projects. Submission of Payment Requisitions to ESD will be made according to disbursement terms outlined in the Grant Disbursement Agreement.


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The Town of Union, as lead agency, has completed an environmental review of the proposed project pursuant to the requirements of the State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on March 16, 2016. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.


Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified Minority-and Women-owned Business Enterprises (MWBEs) in the performance of ESD projects. For purposes of this project, however, goals will not be established due to the unavailability of certified MWBEs for performance on this Project.






ResolutionsNew York State Map


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February 15, 2018

Regional Council Award – Johnson City (Southern Tier Region – Broome County) – Town of Union Floodwall Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

______________________________________________________________________________

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Town of Union Floodwall Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Town of Union a grant for a total amount not to exceed Three Hundred and Sixty- Eight Thousand Six-Hundred and Thirty-Two Dollars ($368,632) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further





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* * *


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February 15, 2018

Regional Council Award – Johnson City (Southern Tier Region – Broome County) – Town of Union Floodwall Capital – Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Town of Union Floodwall Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *



Town of Union Floodwall Capital Town of Union Broome County



TO: The Directors


SUBJECT: Canastota (Central New York Region – Madison County) – Madison ARE Park Capital – New York Works Program (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Adoption of Findings Pursuant to the State Environmental Quality Review Act


I. Project Summary

Grantee: Madison County (“Madison” or the “County”)

ESD* Investment: A grant of up to $4,000,000 to be used for a portion of the cost of construction water and sewer infrastructure for the Agriculture and Renewable Energy Business Park (“ARE Park”)


Project Location: 6663 Buyea Road, Canastota, Madison County

Proposed Project: The project involved the development of public infrastructure for the ARE Park to grow agricultural and renewal energy-based businesses in the County.

Project Type: Water & Sewer Reconstruction

Regional Council: The Central New York Regional Economic Development Council has been made aware of this item. The project is consistent with the Central Regional Economic Development Council’s Plan to develop Innovation Infrastructure that will support entrepreneurship and growth of new business enterprises.


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Financing Uses AmountSewer Infrastructure $2,442,400Water Infrastructure 3,914,000


Financing Sources Amount Percent Rate/Term/LienESD-Grant $4,000,000 63%EFC Loan 1,657,196 26% 0%/30 yrs/NAGrantee Equity 699,204 11%



A. Grantee


Grantee History: Madison County is located in Central New York and is a predominantly

rural agricultural community. The County is part of the Syracuse, NY Metropolitan Statistical Area, and was created from Chenango County in 1806. The County seat is Wampsville, and the County was named after James Madison.

Ownership: The County is overseen by a Board of Supervisors (“the Board”). All members serve for a two-year term of office; however, the Supervisors from the Town of Lenox, Nelson, Madison and Sullivan each serve a four-year term. The Board’s powers and duties derive from the County Charter and code, and the laws of the State of New York.

Size: As of the 2010 census, the population was 73,442.

Market: N/A

ESD Involvement: The County approached ESD in April 2013 for support in developing the infrastructure system necessary for the ARE Park within the County. The ARE Park would be a new site for agricultural and renewable energy-based businesses to utilize available resources to encourage the growth and success of their businesses by locating at the ARE Park. In July 2014, ESD awarded a $4,000,000 New York Works program grant to assist with


https://en.wikipedia.org/wiki/Syracuse,_New_York

https://en.wikipedia.org/wiki/Syracuse_metropolitan_area

https://en.wikipedia.org/wiki/County_seat

https://en.wikipedia.org/wiki/Wampsville,_New_York

https://en.wikipedia.org/wiki/James_Madison

https://en.wikipedia.org/wiki/United_States_Census_2010

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the financing of the project.

Competition: N/A

Past ESD Support: The County has not received funding within the past five years. Since 2004, the County has received $224,160 in funds.


Activity: The ARE Park is located within the town of Lincoln in northern Madison County. For the project, 150 acres of undeveloped land adjacent to the Madison County Department of Solid Waste Landfill Facility was developed to include access to the public utilizes (water and sewer) services. The project included two phases: Water Facilities and Sewer Facilities. The water portion included the construction of approximately 23,000 linear feet of 8-inch iron water main, approximately 2,000 linear feet of 6-inch HDPE water main, and approximately 1,800 linear feet if 10-inch HDPE water main, valves, and hydrants. The project also included the installation of two booster pumps, one ground level storage tank, and one elevated water storage tank with new electrical service system for remote monitoring. For the sewer portion of the project, a low-pressure sanitary collection system and force main conveyance system was installed. This portion consisted of approximately 16,000 linear feet of HDPE sewer force main, 1,700 linear feet of gravity sewer main, sanitary and air vacuum manholes, force main cleanout structures, seven grinder pumps, a submersion pump station and pumps and precast valve vault.

Results: The ARE Park was developed to provide the necessary water and sewer infrastructure to better promote and attract agriculture and renewable energy based businesses to Madison County. The project utilized the available resources in the County to develop an infrastructure for local business growth and development within the County. Prior to completion, the land was undeveloped and had no access to public utilities. The new infrastructure will allow the County to grow existing businesses and attract new agricultural and energy businesses.

InfrastructureInvestmentProject: No Benefit-Cost Analysis (“BCA”) is required since these projects generate



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Grantee Contact: John Becker, Board Chairman, Madison County Board of Supervisors138 North Court Street Wampsville, NY 13163Phone: (315) 697-9817E-mail: [email protected]

ESD Project No.: Z284

Project Team: Origination Jason ChiesaProject Management Emma MiranContractor & Supplier Diversity Edwina Telemaque Environmental Soo Kang


1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $4,000,000 ($40,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.



4. Up to $4,000,000 will be disbursed to Grantee upon documentation of project costs totaling $6,356,400, upon completion of the project substantially as described in these materials, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after August 13, 2014 to be considered eligible project costs. All disbursements must be requested by April 1, 2019.



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IV. Statutory Basis – NY Works Program

The funding was authorized in the 2012-2013 New York State budget and reappropriated in the 2013-2014, 2014-2015, 2015-2016, 2016-2017, and 2017-2018 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.


ESD (the “Corporation”), pursuant to the State Environmental Quality Review Act (“SEQRA”), Article 8 of the Environmental Conservation Law, and its implementing regulations (6 NYCRR Part 617), ratifies and makes the following findings based on the Final Generic Environmental Impact Statement (“FGEIS”) certified as complete on June 11, 2013 by Madison County, as lead agency, for the Madison County Agricultural and Renewable Energy Park project in connection with the Madison ARE Park Capital project (the “proposed action”).

SEQRA requires the adoption of written findings, supported by a statement of relevant facts and conclusions considered, prior to agency decisions on actions that have been the subject of an FGEIS. The Findings Statement, attached as Exhibit A, contains the facts and conclusions in the Draft Generic Environmental Impact Statement (“DGEIS”) and FGEIS relied upon to support the Corporation’s decision on the action that is the subject of the requested authorization.

The findings that the Corporation hereby ratify and make are that:

The Corporation has given consideration to the DGEIS and FGEIS; The requirements of the SEQRA process, including the implementing regulations of

the New York State Department of Environmental Conservation, have been met; Consistent with social, economic and other essential considerations from among the

reasonable alternatives available, the proposed action is one that avoids or minimizes significant adverse environmental effects to the maximum extent practicable, including the effects disclosed in the relevant environmental impact statement;

Consistent with social, economic and other essential considerations to the maximum extent practicable, any significant adverse environmental effects revealed in the environmental impact statement process as a result of the proposed action will be avoided or minimized to the maximum extent practicable by incorporating as conditions to the decision those mitigative measures which were identified as practicable;

The proposed action is in compliance with Section 14.09 of the State Historic Preservation Act.

Therefore, it is recommended that the Corporation ratify and adopt the SEQRA Findings Statement attached as Exhibit A.


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ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Grantee shall be required to include minorities and women in any job opportunities created, to solicit and utilize MWBEs for any contractual opportunities generated in connection with the Project and to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal of 25%, a Minority Business Enterprise (“MBE”) Participation goal of 8% and a Women Business Enterprise (“WBE”) of 17%, related to the total value of ESD’s funding.

VII. Smart Growth Public Infrastructure Review







ResolutionsNew York State MapExhibit A-State Environmental Quality Review Act Findings StatementProject Photographs


February 15, 2018

Canastota (Central New York Region – Madison County) – Madison ARE Park Capital – New York Works Program (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Madison ARE Park Capital -- New York Works Program(Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Madison County a grant for a total amount not to exceed Four Million Dollars ($4,000,000) from the New York WorksProgram, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further






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February 15, 2018

Canastota (Central New York Region – Madison County) –Madison ARE Park Capital – New York Works Program (Capital Grant) – Adoption of Findings Pursuant to the State Environmental Quality Review Act

RESOLVED, that with respect to the Madison County Agricultural and Renewable Energy Park (the “Project”), the Corporation hereby makes and adopts pursuant to the State Environmental Quality Review Act (“SEQRA”) the following findings and determinations, which findings and determinations are made after full consideration of the Findings Statement attached as Exhibit A hereto, which Exhibit A is hereby adopted by the Corporation and copies of which document are hereby filed with the records of the Corporation.

The Corporation has given consideration to the Draft and Final Generic Environmental Impact Statement (“DGEIS” and “FGEIS”, respectively) prepared for the Gates Circle Redevelopment project;

The requirements of the SEQRA process, including the implementing regulations of the New York State Department of Environmental Conservation, have been met;

Consistent with social, economic and other essential considerations from among the reasonable alternatives available, the Project is one that avoids or minimizes adverse environmental effects to the maximum extent practicable, including the effects disclosed in the FGEIS and the Findings Statement;

Consistent with social, economic and other essential considerations, to the maximum extent practicable, adverse environmental effects revealed in the environmental impact statement process will be avoided or minimized to the maximum extent practicable by incorporating as conditions to the decision those mitigation measures described in the FGEIS and the Findings Statement; and

The Project is in compliance with Section 14.09 of the State Historic Preservation Act;

and be it further

RESOLVED, that the President and Chief Executive Officer or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to comply with the requirements of SEQRA in connection with the Project.

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Madison ARE ParkCanastotaMadison County


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EXHIBIT A

STATE ENVIRONMENTAL QUALITY REVIEW

INVOLVED AGENCY FINDINGS STATEMENT

Pursuant to Article 8 of the Environmental Conservation Law (State Environmental Quality Review Act [“SEQRA”]) and 6 NYCRR Part 617, the New York State Urban Development Corporation (“UDC”) d/b/a Empire State Development (“ESD”), as an involved agency under SEQRA, makes the following findings based on the Final Generic Environmental Impact Statement issued on June 11, 2013 for the Agricultural and Renewable Energy Park (“ARE Park” or the “project”).

Name of Action: Madison ARE Park Capital

SEQRA Classification: Type I

Lead Agency: Madison County

Description of Proposed Action, Project and Location

ESD has received a funding request from the Madison County for the Agricultural and Renewable Energy Park project. The Proposed Action would consist of ESD’s authorization of funding to be used for a portion of the cost of water and sewer infrastructure development for the project. ESD is an involved agency in the SEQRA review of the project due to its role in providing grant funding.

Madison County has designated approximately 305 acres of County-owned land along Buyea Road and Tuttle Road for the development of an Agricultural and Renewable Energy Park in the Town of Lincoln, Madison County, New York. These lands are generally comprised of permitted or planned soil borrow areas and buffer properties for the County’s active solid waste disposal facility. Sites 1A and 1B, which total approximately 65 acres in size, are located along Tuttle Road. Most of the land included in Sites 1A and 1B has been previously approved for use as soil borrow areas as part of the County’s permitted landfill operation. Site 2 consists of approximately 218 acres located on the east side of Buyea Road, opposite the operating Madison County Landfill, and approximately 12 acres located on the west side of Buyea Road at the south entrance to the landfill.

The purpose of the project is to provide a shovel ready development site for businesses that would support regional agricultural production and renewable energy industries including businesses that produce, process, store and ship a variety of meat, seafood and agricultural products, wood products, and products manufactured from recycled materials. The Madison


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County Industrial Development Agency and Madison County Agricultural Economic Development organization have identified several target industries and businesses that would be compatible with the project setting and the goal to market the County’s agricultural products and services as identified in the Madison County Agriculture and Farmland Protection Plan. These industries/businesses include meat processing, food processing, warehouse storage, greenhouses, aquaculture, general manufacturing, general office, biomass power production, vertical wind power turbine(s), and outdoor storage. Businesses on the site will have access to locally generated sources of energy including electrical energy from the Landfill-Gas-To-Energy (“LFGTE”) facility and the solar energy cap located at the Madison County Landfill.

The project is expected to be developed in phases with the timing of development dependent upon tenants’ siting and facility needs. At full build-out, the ARE Park will support the following development:

117 acres of impervious surface area 21.4 acres of building floor are (932,184 square feet) 582 employees 28 businesses

The size and location of buildings, parking areas and appurtenances required by tenants will be determined on a project by project basis. Prior to the construction of buildings and appurtenant facilities, the County will remove suitable borrow materials for use at the landfill. All proposed uses within the ARE Park will require Site Plan approval and Special Use permits from the Town of Lincoln Planning Board. All proposed lots will be required to adhere to the standards and criteria in the Town of Lincoln Land Management Law.

The project site is not served by either public water or sewer. The project requires the extension of municipal water service from the Onondaga County Water Authority’s water transmission facilities south of the Village of Canastota and extension of sanitary sewer service from the City of Oneida to serve the sanitary and process needs of businesses and industries locating at the ARE Park as well as to service the needs of the current landfill operation. The project will also require on-site construction of roads and infrastructure necessary to support industrial development.

Facts and Conclusions in the FGEIS Relied Upon to Support the Findings:

SEQRA Process

Madison County, as Lead Agency, made a determination that the ARE Park project was a Type I action pursuant to 6 NYCRR Part 617 and conducted a coordinated SEQR process, issuing a Draft Generic Environmental Impact Statement (“DGEIS”) on January 23, 2012 and a Final Generic Environmental Impact Statement (“FGEIS”) on June 11, 2013. The Lead Agency’s Findings Statement was issued on July 9, 2013. This Findings Statement is based upon facts and


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conclusions contained in the DGEIS and FGEIS. This SEQR Findings Statement represents ESD’s compliance with SEQR for the project. The potential effects of the project were adequately analyzed and disclosed in the DGEIS and FGEIS for the ARE Park project. The project, as currently contemplated, would not engender any new significant adverse environmental impacts not previously disclosed in the FGEIS.

Geology and Soils

General development impacts related to geology and soils include the creation of impervious surfaces as a result of soil mining, site development and installation of water and sewer mains. The development of the project is not anticipated to have any adverse impacts on bedrock. Utilities will be bored through bedrock under area stream channels to avoid impacts to Limestone Creek, Cowaselon Creek and Clockville Creek. All of the developable area is anticipated to be affected by site grading related to reclamation and construction of interior roads and utilities. Topsoil will be removed and stockpiled in stages for use in site reclamation, which will proceed concurrently with soil mining operations. Once an area is mined out, that area will be re-graded, top-soiled, and seeded with forbs to reduce soil erosion.

Mitigation measures include the use of silt fences, temporary siltation basins, check dams, infiltration galleries, vegetated swales, and rapid re-vegetation of exposed soil areas and topsoil stockpiles. Vegetated buffer strips will also be planted around the perimeter of disturbed areas to provide additional filtration prior to discharge into area streams. Mitigation measures associated with the installation of water and sewer mains include the use of directional boring to avoid impacts to stream channels. Areas affected by the water main and sewer main installation will be restored to match existing grade and seeded with an appropriate native seed mix to match existing vegetation. Thus, the project will avoid, mitigate, and minimize impacts to soils, geology, and topography to the maximum extent practicable.

Water Resources

Project development will avoid areas with wetlands and surface water resources. Although installation of the water and sanitary sewer utilities will cross various surface waters, it is not anticipated that these utility installations will have impacts on the bed or banks of these stream channels as the utilities will be directionally bored through bedrock beneath the bottom of the creek channels. Soil erosion and sedimentation will be controlled through the implementation of standard stormwater management techniques and other methods. These practices would protect downstream structures and receiving waters from increased flooding and erosion risks. Infiltration practices, utilized in areas with hydrologic soil group B soils, would provide a further reduction in the volume of stormwater discharged from the project site. Additional practices would be required to achieve water quality and runoff reduction volumes in accordance with the permit requirements.

In addition to compliance with the requirements of the New York State Department of Environmental Conservation’s (NYSDEC) State Pollutant Discharge Elimination System


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(SPDES) General Permit for Stormwater Discharges from Construction Activity, a Stormwater Pollution Prevention Plan (SWPPP) will be required. Site planning practices and green infrastructure techniques may also be applied to minimize the impacts associated with new development. These practices include preservation of natural buffers, reducing clearing and grading limits, open space design, soil restoration and reducing impervious cover. Mitigation measures for the prevention of water quality degradation may include but are not limited to: temporary practices utilized during construction including but not limited to: silt fences; vegetated swales; and check dams; stormwater management practices including but not limited to: stormwater management ponds with twelve hour detention times to avoid thermal impacts; infiltration practices; stormwater wetlands; and water quality swales; and alternatives measures including but not limited to: vegetated riparian buffers along the edge of wooded areas; preservation of steep slopes, wetlands, and other sensitive environmental features; rain gardens to filter runoff from roof areas; green roofs; and porous pavements for parking areas and internal roadways. With the above mitigation measures, the project will avoid, mitigate, and minimize impacts to water resources to the maximum extent practicable.

Visual Resources

The existing landscape of the project site is predominantly rural. Aesthetic resources within a 5 mile radius of the project site include: Lenox No. 4 School House (96NR00926) in the hamlet of Clockville (1.5 miles distant), and DeFerriere House (06NR05598), City of Oneida (3.0 miles distant).

A Visual Impact Analysis (VIA) indicated that the project will be visible to approximately 5% more of the 5 mile radius viewshed area than under current conditions, not taking into account the screening effects of vegetation, which is not considered to be significant. The Lenox No. 4 School House property may have a partial view of the project; however, a diminution of the public use or appreciation of the School House will not result because it is over a mile distant from the proposed project. The DeFerriere House will not have a view of the project and, therefore, will not experience a visual impact.

Properties adjacent to proposed utility corridors will not be adversely affected visually due to the installation of underground utilities. Some ground surface disruption will occur during project construction, but these impacts will be temporary and will not be significant. The existing ground surface condition will be restored once construction is completed.

Placement of visual screens and maintenance of existing vegetative features such as hedgerows and forested areas will naturally reduce the visibility of the proposed ARE Park buildings. The viewshed analysis that incorporated the presence of vegetation screening showed that the visibility of the ARE Park would be reduced from 5% (with no vegetation) to 3% more than the undeveloped condition.

Visual impact mitigation strategies may include:

a) Screening (berms, vegetation)


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b) Relocation (placement of buildings on site to minimize external visibility)c) Camouflage/Disguise (use of natural materials to reduce visual impacts)d) Low Profile Buildings (single story or partially earth covered)e) Use of non-reflective surfaces in building materials to prevent excess glare from

windows, solar or thermal surfaces, etc. f) Use of down-lighting, and other methods to prevent off-site spillover of lighting

from parking lots and buildings at night.

The VIA demonstrates that the project will not have a significant impact on visual resources, and that mitigation measures can be employed to minimize any impacts that may result in the future to the maximum extent practicable.

Traffic Impacts

The project site will be accessed through driveway entrances on Buyea Road (County Route 54) and Tuttle Road. Buyea Road (County Route 54) is owned and maintained by Madison County and is classified as a Minor Collector Road. Tuttle Road is owned and maintained by the Town of Lincoln and is classified as a Local Rural Road.

Tuttle Road currently has a Level of Service designation of “A” and is expected to remain an “A” under both future “no build” and “build” scenarios, indicating that there will be no impact from the project. Buyea Road currently has a Level of Service designation of “B” and would be expected to remain at a “B” under the “no build” scenario. Under the “build” scenario, Buyea Road is expected to have a Level of Service designation of “C.”

Although Buyea Road could incur a small reduction in its Level of Service designation, this is not considered a significant adverse environmental impact as the New York State Department of Transportation (NYSDOT) does not require mitigation unless the Level of Service falls to a “D” according to the NYSDOT Highway Design Manual – Chapter 5 Basic Design, Section 5.2.2 – Level of Service and Capacity Analysis. Thus, based upon the traffic analysis undertaken, the project will not result in any significant adverse traffic impacts.

Agricultural Resources

The project will be compatible with the agricultural land use that dominates the project area and the adjacent Madison County Landfill. The project is consistent with the Madison County Farmland Protection Plan’s goal to support and promote agricultural production within the County through agricultural economic development activities, encouraging marketing opportunities for agricultural products and development of secondary industries, which are necessary to sustain agricultural enterprises. Nonetheless, the project will result in impacts related to the reduction in agricultural land. A total of 197.48 acres of land were removed from the Madison County Agricultural District No. 2 when Madison County purchased the site in 2006 to be utilized as soil borrow areas for the adjacent Madison County Landfill. The site, however, has remained in agricultural use, as the County has been leasing the land to local farmers. With the construction of the project, the land will cease to be utilized for agriculture.


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This total reduction represents approximately 0.5 percent of the total acreage contained in Agricultural District No. 2. Approximately 145 acres of Site 2 are currently in agricultural use. It is estimated that approximately 110 acres of land will be taken out of production as a result of the project. This reduction in usable agricultural land, however, is expected to occur over a period of 20 years or more, and will not occur immediately. In addition, the reduction in agricultural land is likely to occur regardless of the project due to the permitted or planned soil mining activities on the project site, which would make the site unsuitable for farming. The County filed a Notice of Intent with the New York State Department of Agriculture and Markets to fund the construction of the water and sewer mains through the existing Agricultural District as part of the ARE Park project and certified that the requirements of Section 305(4)(g) had been met. In May 2011, the Department of Agriculture and Markets concurred with the determination. No other impacts to agricultural resources are anticipated from the construction of the project.

Historic and Archeological Resources

No National Register listed or eligible buildings, structures, cemeteries or districts are found within the ARE Park project area. Phase I Cultural Resource Investigations were conducted on Sites 1A, 1B and 2 and for the area of the water and sewer main alignment. These assessments have been reviewed by the State Historic Preservation Office of the New York State Office of Parks, Recreation and Historic Preservation (OPRHP) in accordance with Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law. Although Sites 1A, 1B and 2 have a long history of human occupation and agricultural use and had the potential to contain previously undocumented pre-contact archaeological resources and/or additional data related to two pre-recorded Late Woodland archaeological sites, the investigations concluded that the area does not meet the criteria for nomination to the National Register of Historic Places and did not recommend further investigation.

The water main alignment is located in the Timmerman Road right of way, crossing the frontage of a National Historic Register Site, the former Lenox District No. 4 Schoolhouse (96NR00926). However, the installation of the proposed water main will not affect the historic schoolhouse building located on the Town Hall property. The water main may be installed within a parking lot area that serves the Town Hall property, but the parking lot area will be restored to its original appearance and function. It is anticipated that this impact will be temporary. The sewer force main alignment may cross the rear property line of a National Register Historic Site, the DeFerriere House (06NR05598), located at 2098 Genesee Street in the City of Oneida. Installation of the sewer force main will not adversely affect the DeFerriere House building because it will be located within the road right of way of Upper Lenox Avenue. Project construction will not affect any access points, structures, signage, historic landscape plantings or other functional aspects of this property. In addition, as previously noted, no prehistoric or historic sites were identified in the area of the sewer and water alignment and no further investigation was recommended. Soils within the Area of Potential Effect exhibited a higher than average amount of disturbance, including grading adjacent to the road, cutting and filling


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associated with road building and adjacent construction projects, and installation of existing utilities (water, gas and storm sewers).

In 2011, a Phase 1A and 1B investigation of lands located along Cowaselon Creek and within its flood plain east of the wooded area was completed. One pre-contact and three historic archaeological sites were identified within the floodplain area east of the wooded steep slope. All four of these sites were determined to be potentially eligible for nomination to the National Register of Historic Places under Criterion D. Sites or properties that are National Register eligible under Criterion D are sites that “have yielded or may be likely to yield information important in prehistory or history.” National Register Bulletin 15: How to Apply the National Register Criteria for Evaluation: p. 21. In addition, this active agricultural area was mapped within a moderately well drained alluvial soil with the potential to contain buried topsoil horizons. It was concluded that this floodplain area has the potential to contain deeply buried archaeological deposits.

Given the presence of four potentially National Register Eligible archaeological sites and the potential for deeply buried archaeological deposits within the moderately well drained alluvial floodplain, further archaeological investigations of this area have been recommended. However, this area is outside of the project development footprint; therefore, no earth-moving or ground disturbing activities are proposed for this area. As a result, the significant information within these and/or any more deeply buried archaeological sites will be preserved for the future and all impacts will be avoided. If additional investigations are necessary, they will be designed in consultation with the OPRHP and the Oneida Indian Nation. Further, the archaeological sites will be protected and preserved by means of a permanent Conservation Easement, dated May 1, 2014, agreed to by the Madison County Board of Supervisors and NYSDEC in accordance with the provisions of Article 49 of the New York Environmental Conservation Law. OPRHP in a letter dated September 19, 2012, stated that based on their review of project materials, OPRHP has no further cultural resource concerns. Therefore, the proposed project will not result in any significant adverse impacts on historic or archaeological resources.

Unavoidable Adverse Impacts

The construction and operation of the project will result in certain unavoidable adverse impacts to the amount of agriculture land within the County. The purchase of a portion of the site by Madison County in 2006 resulted in the removal of 197.48 acres of land (0.5 percent) from the Madison County Agricultural District No. 2. The site, however, has remained in agricultural use, as the County has been leasing the land to local farmers. Approximately 110 acres out of 145 acres which are currently in agricultural use will be taken out of production as a result of the project. This reduction in usable agricultural land, however, is expected to occur over a period of 20 years or more, and will not occur immediately. This impact is unavoidable and cannot be mitigated. These are, however, minor impacts to the amount of agricultural land in the County and the Agricultural District, which, as previously noted, are likely to occur regardless of the


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project due to the permitted or planned soil mining activities on the project site, which would make the site unsuitable for farming. Moreover, the project is expected to result in positive, long-term overall economic impacts for the County by supporting and promoting the County’s agricultural production through agricultural economic development activities, which would generate revenue and employment for County residents. In addition, the impact to the County’s agricultural inventory has been deemed acceptable by the NYS Department of Agriculture and Markets.

Alternatives

The GEIS describes and evaluates a range of alternatives to the proposed project including a No Action Alternative, Alternative Site Locations, Alternative ARE Park Configurations, and Alternative Utility Options. All practicable alternatives have been reviewed and analyzed. Based on the analysis in the GEIS, there are no other practicable or reasonable alternatives to the proposed project.

Cumulative Impacts

The GEIS evaluated the cumulative impacts of construction and operation of the project and other projects that are being considered or undertaken independent of the project including: the potential extension of public water from the Onondaga County Water Authority to the hamlet of Clockville by the Town of Lincoln; the potential rezoning of properties along proposed routes of water main extension from AR-2 to AR-1 by the Town of Lincoln; soil mining from designated areas of Sites 1A and 1B; construction and operation of the JBL Kiln Facility; and the build out of Madison County Landfill as to which public information was available. The evaluation focused on the projects for which sufficient location, layout, and design information was available to carry out a more detailed analysis. Based on the analysis in the GEIS, the proposed project will not result in any significant adverse cumulative impacts.


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CERTIFICATION OF FINDINGS

Having considered the Draft and Final Generic Environmental Impact Statements, including the comments received on the DGEIS, and having considered the preceding written facts and conclusions relied upon to meet the requirements of 6 NYCRR 617.9, ESD finds and certifies that: 1. The requirements of Article 8 of the New York State Conservation Law and the

implementing regulations of the New York State Department of Environmental Conservation, 6 NYCRR Part 617, have been met;

2. Consistent with the social, economic and other essential considerations from among the reasonable alternatives thereto, the proposed action will minimize or avoid, to the maximum extent practicable, the significant adverse environmental effects including the effects disclosed in the FGEIS and set forth in this Findings Statement;

3. Consistent with the social, economic and other essential considerations described above, the significant adverse environmental impacts associated with the development of the Project which were identified in the FGEIS and in this Findings Statement will be avoided or minimized to the maximum extent practicable by incorporating as conditions the mitigation measures described in the FGEIS and in this Findings Statement; and

4. The Project is in compliance with Section 14.09 of the State Historic Preservation Act.

Agency: NYS Urban Development Corporation

d/b/a Empire State Development

Signature of Responsible Officer:

Name/Title of Responsible Officer: Rachel Shatz

Vice President, Planning & Environmental Review

Date: February 15, 2018



TO: The Directors


SUBJECT: East Syracuse (Central New York Region – Onondaga County) – Central New York Hub for Emerging Nano Industries Capital – SUNY Polytechnic Strategic Projects Program (Capital Grant)

REQUEST FOR: Affirmation of the Directors’ December 21, 2017 Findings and Determinations Pursuant to Section 10(g) of the Act; Affirmation of the General Project Plan

I. Background

At their meeting on December 21, 2017, Empire State Development’s (“ESD” or the “Corporation”) Directors made findings and determinations authorizing a $15 million grant to NexGen Power Systems, Inc. (“NexGen” or the “Company”) for the purchase of machinery and equipment at a facility (the “Facility”) owned by the Fort Schuyler Management Corporation (“FSMC”) NexGen will use for its manufacturing and research and development operations in New York State (the “Project”). The ESD Directors previously authorized grants totaling $90 million to FSMC for the acquisition of real property, construction of the Facility, and the purchase of machinery and equipment to be used at the Facility.1

The Facility is located in Dewitt, New York. A public hearing was held in Dewitt to consider the General Project Plan. ESD arranged the public hearing in accordance with all applicable statutory requirements and ESD policies. Specifically, a legal notice was published in the Syracuse Post-Standard on January 4, 2018 and posted on ESD’s website. The General Project Plan (“GPP”) was available at the offices of the Onondaga County Clerk, the Dewitt Town Clerk, and the ESD Regional Office.

The public hearing in Dewitt was held on January 19, 2018, a transcript of which is attached herewith. Three speakers expressed questions or concerns related to (1) the presence of provisions in the Grant Disbursement Agreement to protect ESD’s investment and (2) whether NexGen would pay rent and property taxes in exchange for leasing the Facility. These comments required that this be brought back to the Directors for Affirmation.

1 When the ESD Directors authorized the previous grants, it was expected that Soraa, Inc. (“Soraa”) would occupy the Facility. On December 21, 2017, the ESD Directors changed the beneficiary of these grants from Soraa to NexGen.


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II. Adverse Testimony and ESD Response

Employment-Related Grant Recapture Policy: What protections will ESD have in its Grant Disbursement Agreement to ensure that NexGen will fulfill its commitments?

Response: As is standard ESD practice for projects requiring job creation, the Grant Disbursement Agreement will contain “claw back” provisions so that should NexGen fail to meet its annual job commitments in any given year, NexGen will be required to pay back to ESD a pro rata share of the grant as a penalty. If NexGen fails to meet its annual job commitments in every year, the entire grant will be recaptured.

NexGen, as a part of the project, is also expected to make capital investments totaling $48.5 million in machinery and equipment to be used at the facility (the “NexGen Equipment”). As further protection, NexGen will grant ESD a security interest in the NexGen Equipment, which will enable ESD to take title in the event NexGen fails to meet its annual job commitments and is unable to pay the corresponding penalty in cash.

Rent: Will NexGen be required to pay rent in exchange for leasing the Facility?

Response: Yes. While ESD is not a party to the Facility lease, it is understood that NexGen will make rental payments to FSMC in exchange for leasing starting at $1 per year in the first lease year and gradually ramping up to full market rate in the ninth lease year, as determined by a professional and independent appraiser.

Taxes: Will NexGen be required to pay property taxes related to leasing the Facility?

Response: Yes. It is understood that NexGen will be responsible for paying all taxes associated with operating the Facility including property taxes or any payments in lieu of taxes due if such arrangement is agreed to by the Onondaga County Industrial Development Agency.

III. Summary

After review and consideration of the comments received at the Dewitt public hearing, ESD staff believes that the Project is vital to attracting NexGen to establish its operations in New York State and will further support the high-tech manufacturing industry in Central New York. Furthermore, ESD staff believes that the concerns raised at the hearing have been adequately addressed. Therefore, we request the Directors to affirm such Plan, as amended.

Additional Submissions to Directors ResolutionNew York State MapESD Directors’ Materials dated December 21, 2017Transcript of the Public Hearing, Town of Dewitt, dated January 19, 2018


February 15, 2018

East Syracuse (Central New York Region – Onondaga County) – Central New York Hub for Emerging Nano Industries Capital – SUNY Polytechnic Strategic Projects Program (Capital Grant) – Affirmation of the Directors’ December 21, 2017 Findings and Determinations Pursuant to Sections 10(g) of the Act; Affirmation of the General Project Plan

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Central New York Hub for Emerging Nano Industries Capital – SUNY Polytechnic Strategic Projects Program (Capital Grant) (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the Corporation does hereby affirm, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to NexGen Power Systems, Inc. a grant for a total amount not to exceed Fifteen Million Dollars ($15,000,000) from SUNY Polytechnic Strategic Projects Program, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




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Central New York Hub for Emerging Nano Industries CapitalEast SyracuseOnondaga County


FOR CONSIDERATION December 21, 2017

TO: The Directors


SUBJECT: East Syracuse (Central New York Region – Onondaga County) – Central New York Hub for Emerging Nano Industries Capital – SUNY Polytechnic Strategic Projects Program (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions


I. Project Summary

Grantee: NexGen Power Systems, Inc. (“NexGen” or the “Company”)

ESD* Investment: A grant of up to $15,000,000 to be used for the purchase, delivery and qualification of machinery, equipment, and tooling

* The New York State Urban Development Corporation doing business as the Empire State Development Corporation (“ESD” or the “Corporation”)

Project Location: 50 Collamer Crossings Parkway, Dewitt, NY 13057, Onandaga County

Proposed Project: Purchase, delivery, installation and qualification of specialized manufacturing equipment at SUNY Poly’s Central New York Hub for Emerging Nano Industries

Project Type: High-tech manufacturing based on gallium nitride (“GaN”) technology to support the production of power electronic semiconductor devices

Regional Council: The Central New York Regional Economic Development Council has been made aware of this item.


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Employment: Initial employment at time of ESD Incentive Proposal: 0 Current employment level: 0

Minimum employment by June 2025 290


Financing Uses* AmountFacility Construction (AA717/AA718) $67,500,000Land acquisition (AA717) 2,000,000Tools & Equipment (AA717/AA718) 20,500,000NexGen Tools and Equipment (AC441) 15,000,000


Financing Sources* Amount PercentESD-Grant (AA717) $20,000,000 19.0%ESD-Grant (AA718) $70,000,000 66.7%ESD-Grant (AC441) $15,000,000 14.3%

*Grants AA717 & AA718 were previously approved by the ESD Board in February of 2016. No changes to those grants are anticipated except for NexGen replacing Soraa as the beneficiary company for the project.


A. Company

Industry: Electronics manufacturing

Company History: NexGen, headquartered in Santa Clara, California, is a privately-held company that produces power electronic semiconductor devices that are manufactured based on GaN technology. NexGen’s products increase the efficiency of power conversion systems while reducing their cost, size, and weight. NexGen’s business is to build and supply the most cost-effective GaN power transistors and designs to its customers and others for the data center, automotive, and clean energy sectors.

Ownership: The Company is privately held.

ESD Involvement: While ESD has not provided any assistance to the Company, ESD has provided grants totaling $90 million to Fort Schuyler Management Corporation (“FSMC”) for costs associated with construction of the facility that will house the project.

Past ESD Support: None


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B. The Project

Completion: est. September 2018

Activity: On February 16, 2016, the ESD Directors approved two capital grants (AA717 & AA718) totaling $90M to FSMC for the acquisition of real property, facility and infrastructure build-out, purchase and installation of specialized manufacturing equipment at SUNY Poly’s Central New York Hub for Emerging Industries. The project consists of the construction and fit-out of an 82,200-square-foot, state-of-the-art facility located 50 Collamer Crossings Parkway, Dewitt, NY 13057, Onondaga County. At the time the grants were approved by ESD, it was expected that upon completion of the facility, Soraa, Inc. would lease the facility from FSMC to establish its next generation LED manufacturing business and other related operations at the new facility.

At the present time, completion of construction of the facility is expected in February of 2018. However, due to project delays that effected Soraa’s ability to get its product to market in a timely manner, FSMC and Soraa have agreed to mutually terminate their relationship. As a result, ESD and FSMC have secured a new tenant for the facility, NexGen Power Systems, Inc. (“NexGen”). NexGen is a producer of power electronic semiconductor devices that are manufactured based on gallium nitride (“GaN”) technology, the same underlying material that was to be used by Soraa. NexGen’s business is to build and supply the most cost effective GaN power transistors and designs for Data Center, Automotive and Clean Energy sectors.

As the material base behind Soraa and NexGen’s product is the same, namely processes associated with GaN, the majority of the tooling purchased by FSMC will be purchased by FSMC and leased by FSMC to NexGen. In addition, there will be slight modifications needed to be made to the facility to house NexGen’s manufacturing operation including installation of machinery, equipment & tooling which will result in additional costs to the project. These costs will be absorbed in the current $90M grants to FSMC that were previously approved by the ESD Board. Additional tooling costs needed by NexGen will be partially funded by this grant made directly to NexGen.

Results: NexGen will replace Soraa as the beneficiary company for the project and will employ 290 new full-time permanent employees within seven years of project completion.


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Business InvestmentProject: Benefit-Costs Evaluations are used in evaluating projects that are

categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the estimated benefits typically reflect only construction-related activity.

Evaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value): Fiscal benefits to NYS government from the project are estimated at

$12,709,459; Fiscal cost to NYS government is estimated at $105,000,000; Project cost to NYS government per direct job is $1,134,259; Project cost to NYS government per job (direct plus indirect) is

estimated at $443,710; Ratio of project fiscal benefits to costs to NYS government is 0.12:1; Fiscal benefits to all governments (state and local) are estimated at

$22,128,405; Fiscal cost to all governments is $105,000,000; All government cost per direct job is $1,134,259; All government cost per total job is $443,710; The fiscal benefit to cost ratio for all governments is 0.21:1; Economic benefits (fiscal plus total net resident disposable income

from project employment) are estimated at $154,865,614, or $654,433 per job (direct and indirect);

The economic benefit to cost ratio is 1.47:1; Project construction cost is $67,500,000, which is expected to

generate 531 direct job years and 310 indirect job years of employment;

For every permanent direct job generated by this project, an additional 1.57 indirect jobs are anticipated in the state’s economy;

The payback period for NYS costs is not calculated.

See Project Summary Benefit-Cost Evaluation (attached) for detail and definitions.


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Grantee Contact: Dinesh RamanathanPresident and CEONexGen Power Systems, Inc. 2010 El Camino RoadSanta Clara Town Center, Suite 1048

Santa Clara, CA 95050


Project Team: Project Management Wilfredo FlorentinoContractor & Supplier Diversity Edwina TelemaqueLegal Craig AlfredEnvironmental Soo KangFinance Jonevan Hornsby


1. Upon execution of the grant disbursement agreement, the Grantee shall reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Grantee will be obligated to advise ESD of a material adverse change in its financial condition prior to disbursement.

3. Up to $15,000,000 will be disbursed to the Grantee, upon receipt of the executed Grant Disbursement Agreement, into an account (the “Imprest Account”) held by ESD. These funds will be invested as per approved investment guidelines. The Grantee may, no more frequently than monthly, seek authorization to release funds from the Imprest Account to pay for all eligible project costs due and payable to vendors and/or contractors, assuming that all project approvals have been completed and funds are available. Each subsequent payment requisition, beyond the first, will include the current month’s invoices and proof of payment of invoices submitted for the previous month.

The Grantee will be required to document project expenditures of up to $15,000,000 upon completion of the project. Any and all requests to draw down funds will be made upon presentation to ESD of an invoice and compliance with the Design & Construction requirements. Expenses must be incurred on or after April 1, 2017 to be considered reimbursable project costs.

4. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $15,000,000 for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.


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IV. Statutory Basis – Strategic Projects Program

A $207,500,000 appropriation was included in the FY 2017-2018 New York State budget, of which $15,000,000 is allocated to this item. No residential relocation is required in connection with the project.V. Environmental Review

Pursuant to the State Environmental Quality Review Act (“SEQRA”), Article 8 of the Environmental Conservation Law, and its implementing regulations (6 NYCRR Part 617), ESD Directors adopted SEQRA Findings on February 18, 2016 based on the Final Environmental Impact Statement (“FEIS”) for the Collamer Business Park project. By adoption of SEQRA Findings, the Directors certified that the requirements of 6 NYCRR Part 617 have been met. The present request for ESD funding does not constitute an action beyond those actions already considered in the FEIS and does not require additional environmental review under SEQRA.


Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority and women-owned businesses (MWBEs) in the performance of ESD contracts. Accordingly, ESD’s Non-Discrimination and Contractor & Supplier Diversity policy will apply to the project. No specific MWBE participation goals shall be required of this project, however, the grantee shall adhere to ESD’s Non-discrimination and Equal Employment Opportunity (“EEO”) policy.

VII. ESD Financial Assistance Subject to Availability of Funds and Additional Approval


VIII. Additional Submissions to Directors

ResolutionsNew York State MapBenefit-Cost Analysis Project Finance Memorandum


December 21, 2017

East Syracuse (Central New York Region – Onondaga County) – Central New York Hub for Emerging Nano Industries Capital – SUNY Polytechnic Strategic Projects Program (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Central New York Hub for Emerging Nano Industries Capital – SUNY Polytechnic Strategic Projects Program (Capital Grant) (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a grant for a total amount not to exceed Fifteen Million Dollars ($15,000,000) from the SUNY Polytechnic Strategic Projects Program, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the Corporation does hereby approve NexGen Power Systems, Inc. as the beneficiary company for the Project; and be it further


RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable, and (2) receipt of all other


necessary approvals; and be it further


* * *



Central New York Hub for Emerging Nano Industries CapitalEast SyracuseOnondaga County


Project SummaryBenefit-Cost Evaluation1

NexGen Power Systems, Inc. – Business Investment

Benefit-Costs Evaluations are used in evaluating projects that are categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits reported in the table below typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the table typically reflects only construction-related activity. Benchmarks for each type of project are noted in the footnotes.

Initial Jobs: 0 Construction Job Years (Direct): 531New Jobs: 290 over 7 years Construction Job Years (Indirect): 310

Project Results NYS Gov’t. Project Results State & Local Evaluation Statistics NYS Gov’t. Benchmarks2 State & Local Government

Government Benchmarks

Fiscal Costs3 $105,000,000 $794,250 $105,000,000 $1,020,500 Fiscal Benefits4 $12,709,459 $2,085,600 $22,128,405 $4,271,980

Fiscal Cost /Direct Job $1,134,259 $3,000 $1,134,259 $4,110 Fiscal Cost/Total Jobs $443,710 $1,424 $443,710 $1,964

Fiscal B/C Ratio 0.12 7.00 0.21 10.60Project BenchmarksResults

Economic Benefits5 $154,865,614 $119,468,000 Econ. Benefits/Total Jobs $654,433 $147,600

Economic B/C Ratio 1.47 75.00

1 Dollar values are present value calculated over a 7-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

2 The current project evaluation results (both fiscal and economic) are compared to performance measure benchmarks based on results of a sample of ESD non-retail projects. Business Investment project benchmarks are 7.00 (Fiscal) and 75.00 (Economic). Infrastructure Investment (or Economic Growth Investment) project benchmarks are 3.00 (Fiscal) and 30.00 (Economic).

3 Fiscal cost includes the value of grants, and discretionary subsidies (such as tax exemptions or abatements on sales, property, and interest income).

4 Fiscal benefits are the tax revenues to New York State and Local governments generated by project activity. This includes estimated taxes on personal incomes from project direct and indirect employment, corporate and business incomes, excise and user taxes, property taxes, and other taxes.

5 Economic benefits are estimated project benefits measuring fiscal flows to government plus net resident disposable income from project direct and indirect employment net of transfers, without adjusting for individual income earners’ opportunity cost of employment.


1

STATE OF NEW YORK

EMPIRE STATE DEVELOPMENT

------------------------------------------------

In the Matter of a Public Hearing

TOWN OF DEWITT

Held pursuant to Section 16(2) of the

New York State Development Corporation Act

-------------------------------------------------

Town of Dewitt Municipal Building January 19, 2018 1:30 p.m.

B E F O R E: LINDA COOK Administrative Officer

APPEARANCES:

For the Empire State Development Corporation:

JAMES FAYLE Regional Director 620 Erie Boulevard West Syracuse, New York 13204

Also Present:

John DeFrancisco, Senator, New York State

Jack Dooling, Dewitt Town Board

Joseph Chiarenza, Dewitt Town Counsel

Sam Gordon, Town of Dewitt


1 Proceedings 2

2 THE HEARING OFFICER: Good

3 afternoon. My name is Linda Cook. I'll

4 be serving as hearing officer this

5 afternoon appointed by the New York

6 State Urban Development Corporation

7 doing business as Empire State

8 Development. The time is now 1:30.

9 This hearing is in regards to Central

10 New York Hub For Emerging Nano

11 Industries Capital - SUNY Polytechnic

12 Strategic Projects Program Capital

13 grant.

14 This hearing is being held pursuant

15 to a legal notice published in the Post

16 Standard on January 4, 2018, in

17 accordance with Section 16 Subdivision 2

18 of the New York State Urban Development

19 Corporation Act.

20 This hearing has been authorized by

21 resolutions of the directors of the

22 New York State Urban Development

23 Corporation adopted December 21st, 2017.

24 The purpose of this hearing is to give

25 the public an opportunity to comment on


1 Proceedings 3

2 the General Project Plan. Please note

3 that this is not a question and answer

4 session. Anyone wishing to speak should

5 sign the list located on the table in

6 front of me. A transcript of the

7 comments of this hearing will be

8 prepared and filed with the records of

9 the ESD and will be available to the

10 public upon request.

11 Upon a finding of the Chief

12 Executive Officer of Empire State

13 Development, the General Project Plan

14 will take effect immediately following

15 this hearing if a finding is made by the

16 ESD that there was no substantive

17 negative testimony or comment received

18 at this hearing. I quote from the

19 statute: If any substantive negative

20 testimony or comment is received at this

21 hearing, the Corporation may, after due

22 consideration of such testimony and

23 comment, affirm, modify or withdraw the

24 plan.

25 You need to know that I do not make


1 Proceedings 4

2 the decision. It is up to the New York

3 State Urban Development Corporation.

4 As stated by the Court of Appeals

5 in Mets Parking, Inc, versus New York

6 State Urban Development Corporation, 58

7 New York 2nd 1094, the purpose of this

8 hearing is to give the public an

9 opportunity to express their opinions

10 and comments to the Corporation.

11 At this point, I would like to

12 introduce the representative from ESD,

13 Mr. Jim Fayle.

14 MR. JAMES FAYLE: Good afternoon.

15 My name is Jim Fayle. I'm the Regional

16 Director of the Central New York office

17 of Empire State Development. And I'm

18 here today to present a brief summary of

19 the project. At this point, I would

20 like to submit on behalf of ESD, the

21 following exhibits for the hearing

22 record.

23 The first of these exhibits is the

24 Proof of Publication of the Notice of

25 this hearing as required by UDC Act


1 Proceedings 5

2 marked Exhibit 1. The second of these

3 exhibits is a copy of the Central

4 New York Hub for Emerging Nano

5 Industries Capital materials submitted

6 to the ESD Directors on December 21st,

7 2017, including the General Project Plan

8 and the statutory findings made by ESD.

9 (Exhibit 1, Proof of Publication,

10 marked for identification, this date.)

11 (Exhibit 2, Central New York Hub

12 for Emerging Nano Industries Capital

13 material, marked for identification,

14 this date.)

15 MR FAYLE: I would like now to

16 describe the project including ESD's

17 participation. The project involves the

18 purchase, delivery and qualification of

19 machinery, equipment, and tooling of

20 facilities at 50 Collamer Crossing Park,

21 East Syracuse, New York, 13057. Total

22 project costs is expected to be

23 approximately $105 million. ESD

24 proposes to make a $15 million grant to

25 NexGen Power Systems, Inc, to assist in


1 Proceedings 6

2 the financing of the project. The

3 remainder of the project costs will be

4 contributed by previously approved

5 grants by the ESD Board in February of

6 2016. The project is expected to employ

7 290 new full-time permanent employees

8 within seven years of project

9 completion. Thank you.

10 I will now turn the hearing back

11 over to Ms. Cook.

12 HEARING OFFICER COOK: Thank you,

13 Mr. Fayle. Exhibits 1 and 2 are

14 received.

15 (Whereupon, Exhibits 1 and 2,

16 previously marked for identification,

17 were received into evidence, this date.)

18 HEARING OFFICER COOK: At this time

19 I will open the hearing to the public.

20 Senator John DeFrancisco, are there any

21 comments that you would like to make?

22 SENATOR DE FRANCISCO: Yes, there

23 are. Thank you. Miss Cook, let me

24 start by saying what my concerns are and

25 what's happened since I first expressed


1 Proceedings 7

2 my concerns.

3 Back, must have been three years

4 ago, there was an announcement that

5 there was going to be this $90 million

6 taxpayer investment in a corporation

7 known as Soraa that was going to build

8 and construct and design LEED lighting

9 here in the Town of DeWitt. And it took

10 me by surprise and I represented this

11 district then and I do now, because I

12 knew nothing about it. It took me

13 doubly by surprise since I'm a member of

14 the Regional Economic Development

15 Council, and the funds for this $90

16 million project came out of a grant, a

17 $500 million grant that we won as the,

18 one of the selected areas with the best

19 projects to submit to the State of

20 New York, and out of the 500 million, 90

21 million was dedicated to this project.

22 I never heard of the project and I'm on

23 the Board and I know, because I've

24 talked to both of them, the chair, the

25 co-chairs of the group knew nothing


1 Proceedings 8

2 about it either. So everybody, and I'm

3 sure the co-chairs as well were just

4 baffled where this project had come from

5 and where the $90 million, who reviewed

6 it from the local REDC because that's

7 the whole concept of the Regional

8 Economic Development Council is local

9 people reviewing the projects.

10 So, well, it was water over the

11 dam. It was approved and SUNY

12 Polytechnic -- Polytechnic, what is it?

13 Polytechnical --

14 MR. JAMES FAYLE: Yes.

15 SENATOR DE FRANCISCO: -- was

16 running the show at that time. And

17 there have been several problems since

18 that that have been disclosed. So I

19 didn't want to have a similar situation

20 take place because after $90 million

21 investment, despite the promise, I think

22 470 jobs or some astronomical amount of

23 jobs, Soraa was able to just walk away.

24 So we have a building there in the

25 Town of DeWitt, $90 million of


1 Proceedings 9

2 taxpayers' money, and nothing to show

3 for it. And worse, worse, was the fact

4 that there was no penalties for them

5 walking away. I mentioned it earlier to

6 someone that, you know, it's like, you

7 go to the bank and ask the bank for

8 $100,000 to start your business and not

9 provide any guarantees that it was going

10 to get, the business was going to get

11 anything, whether you have any assets,

12 whether you have any personal

13 guarantees, nothing, that they could

14 walk away with impunity. So that deal

15 is behind us.

16 The only reason I, I express this

17 history, is because I think you learn a

18 lot from history, so you don't repeat

19 it. So, the next thing I learned as I'm

20 trying to figure out what's going on

21 now, this company called NexGen is the

22 company that's going to, is being

23 proposed to get 15 more million dollars

24 to buy their equipment so they can

25 provide their services and manufacture


1 Proceedings 10

2 some high tech chip of some type that I

3 don't understand, but the fact of the

4 matter is, it's 15 million more

5 investment.

6 So I looked into who the company

7 is. NexGen is a brand-new company,

8 brand-new company. There's nothing

9 wrong with brand-new companies, but the

10 bell lights, the light bulb lights up a

11 little bit. You wonder, well, what is

12 the deal in this one. Well, the alarm

13 really started ringing when I checked,

14 it was actually in the Post Standard.

15 There was a great article in the Post

16 Standard about it, and it was made clear

17 that the owner and principal officer of

18 NexGen had a company called Avogy out

19 in, and they were operating out of

20 California, and they went to the State

21 of New York, I think it was SUNY

22 Polytechnic again, and they, there was a

23 big announcement of 400 some jobs and

24 then the CEO of Avogy came out and said

25 really only 250 jobs, and there was all


1 Proceedings 11

2 these, you know, just a wonderful

3 appearance. The problem is, Avogy did

4 nothing. They left, they went bankrupt.

5 And who is the CEO of NexGen, but the

6 CEO who is the CEO for Avogy.

7 Now, so there's a lot of bells

8 ringing, okay. Fortunately,

9 fortunately, I want to make sure this is

10 clear, the State of New York made no

11 investment in that deal in Rochester,

12 but nothing was lost because they didn't

13 build a plant, there was no money that

14 changed hands, so thankfully that didn't

15 happen, the same problem didn't happen.

16 So that caused me to contact Howard

17 Zemsky, the CEO of Empire State

18 Development, and ask him some questions.

19 I wrote a letter. I said, you know, I'd

20 like to get some documentation as to

21 what this deal is, you know, whether

22 there was anything in the Soraa deal

23 that they could have got some type of

24 penalty; there was none. Soraa was

25 within its rights to just walk away. So


1 Proceedings 12

2 I wanted to make sure that this deal was

3 the type of deal that the Town of DeWitt

4 should reasonably expect something to

5 come out and the taxpayers should be

6 reasonably protected that they are not

7 sending 15 more million dollars down the

8 drain.

9 Quite frankly, I'd sent a detailed

10 letter with the questions I had as well

11 as the information I was seeking.

12 Primarily the information I was seeking,

13 what skin does this company have in the

14 game, does NexGen have in the game.

15 What penalties are provided, how can the

16 taxpayer feel comfortable that this

17 company is not going to just walk away.

18 And Howard Zemsky and later Kevin Younis

19 had conversations with me, they provided

20 me documents, I had asked for more

21 documents under the express

22 understanding that these would not be

23 made public, these are private documents

24 that are still in, under negotiation.

25 So what I found out is this. The


1 Proceedings 13

2 protections that the taxpayers have are

3 basically if Avogy, excuse me, if

4 NexGen, if NexGen doesn't produce the

5 number of jobs that it says it's going

6 to produce, then they have to pay back

7 the pro rata share of the $15 million

8 that the State is providing them to buy

9 their equipment. And the numbers, the

10 rough numbers were that there are

11 supposed to be ten jobs at the end of

12 the first year, 30 at the end of the

13 second, 60 at the end of the third, 100

14 by the end of the 4th and at the end of

15 the fifth year, about 290 job. Those

16 are rough figures. I didn't see that

17 anywhere in writing. This is what I was

18 informed. So there's at least some

19 protection insofar as the money would

20 have, could be recaptured if they don't

21 meet those job requirements. So that

22 was very helpful.

23 But what does, what if, what if

24 NexGen is the same type of company as

25 Avogy was, where there's no assets, they


1 Proceedings 14

2 go bankrupt and there's nothing else

3 that could possibly be retrieved. So

4 they indicated that Avogy has committed

5 to invest $48 million in other equipment

6 and fixtures and the like in the

7 facility. And that they, meaning the

8 Empire State Development, will get a

9 security interest in that equipment that

10 is being purchased with their money,

11 namely NexGen's money, so that there is

12 a second, a second protection, security

13 interest, in equipment. So it sounded

14 even better.

15 So many of my concerns have been

16 allayed, the fears have been allayed,

17 but still I have, up to this date and

18 time, there has been no formal written

19 agreement yet. There's one more step in

20 this process. So this is what's

21 anticipated now, but there's no formal

22 written agreement.

23 What's next, the next step, is the

24 Public Authorities Control Board in

25 Albany, which is a representative from


1 Proceedings 15

2 the Senate, the Assembly and the

3 Governor's office, have to also approve

4 this project, in addition to ESDC. So

5 what I received a commitment about is

6 that they would provide to the Public

7 Authorities Control Board in writing the

8 specifics of these claw backs or these

9 security interests or these penalties so

10 that there could be public disclosure,

11 not just phone calls, about this

12 particular project, and to show that

13 this is much more secure than the

14 others.

15 Now, if it was me, and it was my

16 money, I would make sure there's

17 personal guarantees. I would make sure

18 the investors were personally on the

19 hook rather than hoping they are going

20 to put equipment in, and then have a

21 security interest in the equipment.

22 But, I also understand and I'm sure

23 that's why people from the Town of

24 DeWitt are here, also understand that

25 nobody wants a white elephant sitting


1 Proceedings 16

2 there forever without any reasonable

3 expectation that anything good is going

4 to come of it and the taxpayers' $90

5 million goes down the toilet. So, and I

6 don't think there's too many people

7 knocking on the door of the Governor of

8 the State of New York saying geez, I'd

9 really like to use that building, I've

10 got something I'd like to manufacture

11 there. So being practical, I think that

12 we're now with the situation where the

13 question for the Public Authorities

14 Control Board is really going to be, is

15 there enough security, and secondly, in

16 view of the fact that we, we are, we

17 have in our hands a building that's not

18 being used, that could become an eyesore

19 in the Town of DeWitt, could become like

20 many other projects that have happened

21 around the United States that just were

22 not successful and just being a

23 liability rather than an asset, that is

24 this security enough.

25 So my main point from this point


1 Proceedings 17

2 forward before the Public Authorities

3 Control Board is to make sure that

4 disclosures made in writing what the

5 obligations are so that at least those

6 protections are there and in place.

7 So, to sum up, this started in a

8 bad way. It's good that there's another

9 company willing to come in. It's good

10 that there's security at least to the

11 extent it is right now, and that we are

12 now in a situation that this town at

13 least has a chance to salvage that

14 building and who knows, maybe this thing

15 will be very successful. So that's

16 where I stand right now. The most

17 important thing is to disclose and make

18 sure that in the agreement itself, these

19 commitments for security, are made by

20 the company. And hopefully they will do

21 that. And in that case, I would guess

22 that The Public Authorities Control

23 Board doesn't have a heck of a lot of

24 options as to what to do with this

25 building and they probably will go ahead


1 Proceedings 18

2 with it as long as there's this clear

3 disclosure. So, I was given other

4 documents and information about the

5 company and so forth, but I want to

6 first make public that Howard Zemsky and

7 Kevin Younis gave me the information I

8 was looking for and what we are really

9 looking for right now is to make sure

10 that there's something in writing

11 publicly disclosing all of this. If

12 that's the deal, that deal should be the

13 final deal when it goes before the

14 Public Authorities Control Board so we

15 know what's being approved is actually

16 what the document says.

17 Thank you for listening to me and I

18 appreciate it. Miss Cook, it's

19 wonderful seeing you after 40 years or

20 the last time we saw each other. Jim, I

21 haven't seen you in a few weeks. Thank

22 you for allowing me to testify.


24 Senator. Mr. Jack Dooling, are there

25 any comments you would like to make?


1 Proceedings 19

2 MR. JACK DOOLING: Yes. Hi, my

3 name is Jack Dooling. I'm on the DeWitt

4 Town Board, just started my fifth year

5 on the DeWitt Town Board. I served from

6 2012 to 2015 and I'm just starting up

7 again for a four-year term. I started

8 up on 1/1/18. My questions are, what

9 kind of taxes is NexGen going to pay.

10 Are they going to pay taxes to the Town

11 of DeWitt, are they going to pay taxes

12 to New York State. I don't know. Are

13 they going to pay rent to everyone? I

14 know in the agreement with Soraa, they

15 were paying $1 a year. Is there any

16 kind of rental fee that NexGen should be

17 paying. Will they be paying that to

18 New York State or to the Town or who do

19 they pay that to. And as Senator

20 mentioned, there's going to be a

21 contract drawn up. Is there a lease

22 period and how long is the lease. How

23 long is the lease for, and who are they

24 paying and to repeat myself, how much

25 are they going to pay for rent, how much


1 Proceedings 20

2 are they going to pay in taxes to

3 New York State or the Town of DeWitt and

4 to whom. I'd like to know those answers

5 before we find out what's going on and

6 what's the next step.

7 My last comment is the Senator said

8 that has to go before a Board at

9 New York State that someone from the

10 Assembly is on, someone from the Senate

11 is on, someone from the Governor's

12 office. I hope our Senator is on that

13 Board because he knows the most about

14 the project. If he's not, I think he

15 should be involved in it. Thank you.

16 HEARING OFFICER COOK: Senator, did

17 you want to comment to his remark?

18 SENATOR DE FRANCISCO: I can just

19 give answers, that that was some of the

20 information I asked that was given to

21 me, I was authorized to disclose it.

22 HEARING OFFICER COOK: Go ahead.

23 SENATOR DE FRANCISCO: First of

24 all, taxes in the State of New York

25 depends if people are working there and


1 Proceedings 21

2 paying income taxes and hopefully there

3 will be more people working there than

4 obviously you got some property taxes.

5 The Onondaga County Industrial

6 Development Agency has an application

7 before them right now to get a PILOT

8 agreement to have a special arrangement

9 with respect to payments instead of

10 taxes. So I know our Comptroller here,

11 Bob Antonacci is here, he may have

12 information about that. But that will

13 help see what the local taxes are going

14 to be.

15 The rent, the rental period is for

16 a period of 10 years. First year is a

17 buck, the second year 90,000, the third

18 year 180,000, 4th, 270,000 -- kind of

19 goes up just like the job

20 requirements -- 360,000 after five,

21 after six, 432; after seven, 518; after

22 eight, 622, and thereafter based upon

23 the fair market value appraisal.

24 And no, I'm not on the Board. I

25 used to be on that Public Authorities


1 Proceedings 22

2 Board.


4 Senator. Mr. Joe Chiarenza?

5 MR. JOE CHIARENZA: Chiarenza.

6 HEARING OFFICER COOK: How do yu

7 spell it?

8 MR. JOE CHIARENZA:

9 C-H-I-A-R-E-N-Z-A. I'm also on the Town

10 Board with Jack, second term, and

11 piggyback what the Senator said. The

12 Town of DeWitt is open for business. We

13 love to have industry come here, we need

14 industry, but the thing is, is the

15 taxpayers funding it. Everywhere I go,

16 people ask me, what are you going to

17 have, another movie hub empty, the LED

18 didn't come, the big questions are, the

19 residents are kind of -- you hate to

20 leave the house sometimes because they

21 are always asking you what's next, what

22 are you building, we are giving the

23 money away, nobody's coming. I think

24 it's a little vague. I think we need a

25 little more info. You didn't even know


1 Proceedings 23

2 about it, and you're a Senator. So I

3 think the Town needs to know a little

4 bit more what's going on. Thank you.

5 HEARING OFFICER COOK: Thank you.

6 Mr. Sam Gordon? Are there any comments

7 you would like to make?

8 MR. SAM GORDON: Just one

9 clarifying question that I have that

10 came up through the process of reviewing

11 this project. I'm not sure that the

12 Senator indicated exactly who the owner

13 of the building will be at the end. Our

14 understanding as we reviewed the project

15 is it actually is part of the SUNY

16 Polytechnic campus which, which in my

17 mind makes that property and building

18 tax exempt which I think is another

19 issue to the Town. Obviously we're

20 going to have to provide public services

21 to that building, so in that case, the

22 payment in lieu of taxes would be a

23 helpful thing. Fire protection, police

24 protection, other things for that

25 property. Obviously jobs are an


1 Proceedings 24

2 important thing for the town, also

3 public services that we need to provide

4 in order, you know, for that building to

5 have the proper protection.

6 HEARING OFFICER COOK: Thank you.

7 Is there anyone else here who wishes to

8 make a comment? I would note for the

9 record that there are a number of other

10 people here.

11 At this time then since no one else

12 has any comments, we will go off the

13 record and we'll be here until 2:30 if

14 anyone prior to there wants to make a

15 comment, they can do so.

16 (Discussion off the record.)

17 THE HEARING OFFICER: The time is

18 now 2:30. No one else has appeared that

19 wished to make a comment. The hearing

20 is closed.

21 (Proceedings concluded at

22 2:30 p.m.)

23

24 * * *

25


1 Proceedings 25

2 REPORTER'S CERTIFICATE

3

4 I, MARITA PETRERA, Registered Professional

5 Reporter, certify:

6 That the foregoing proceedings were taken before

7 me at the time and place therein set forth, at which

8 time the witness was put under oath by me;

9 That the testimony of the witness and all

10 objections made at the time of the Examination were

11 recorded stenographically by me and were thereafter

12 transcribed;

13 That the foregoing is a true and correct

14 transcript of my shorthand notes so taken;

15 I further certify that I am not a relative or

16 employee of any attorney or of any of the parties, nor

17 financially interested in the action.

18

19 ____________________________

20 MARITA PETRERA, RPR, CRR Certified Livenote Reporter

21 Notary Public

22

23

24

25



TO: The Directors


SUBJECT: Regional Council Award – Poughkeepsie (Mid-Hudson Region – Dutchess County) – Vassar Brothers Capital – Regional Council Capital Fund (Capital Grant)



I. Project Summary

Grantee: The Foundation for Vassar Brothers Medical Center (“The Foundation” or the “Organization”)

ESD* Investment: A grant of up to $1,250,000 to be used for a portion of the cost of site work and infrastructure construction


Project Location: 45 Reade Place, Poughkeepsie, Dutchess County

Proposed Project: Phase I of a four-phase, $450,000,000 project to expand and modernize the Vassar Brothers Medical Center campus to bring state-of-the-art medical care to the City of Poughkeepsie

Project Type: New construction involving job retention

Regional Council: The project is consistent with the Mid-Hudson Regional Economic Development Council’s Plan to undertake initiatives to retain and stimulate more mature industries such as distribution, financial and professional services, food and beverage, and health care, as these


2

sectors represent large, vital anchor industries in the Region.

Employment: Initial employment at time of ESD Incentive Proposal 1,650 Current employment level: 1,704

Minimum employment through January 1, 2019: 1,650


Financing Uses AmountInfrastructure/Site Work $46,000,000Soft Costs 9,000,000


Financing Sources Amount PercentESD-Grant $1,250,000 3%Grantee Equity 53,750,000 97% Total Project Financing $55,000,000 100%


A. Grantee

Industry: Healthcare

Grantee History: Founded in 1887, Vassar Brothers Medical Center (“Medical Center”) is a private, not-for-profit, 365-bed hospital that serves New York’s mid-Hudson Valley – an area that includes all of Dutchess County and parts of Orange, Ulster, and Putnam counties. Located in Poughkeepsie, New York, Vassar Brothers offers an impressive range of vital primary, secondary and tertiary medical and surgical services to the one million people who live within 45 minutes of the hospital. These services include critical care, emergency and multi-trauma medicine, robotic surgery, maternal and child health, ambulatory care, and medical and dental care for the underserved and uninsured. The Foundation is the administrative wing of the Medical Center and is responsible for applying for all grants as well as administering any grants that the Medical Center receives.

Ownership: The Foundation is a private not-for-profit organization.

Size: All facilities are located in Poughkeepsie, NY.


3

ESD Involvement: The Medical Center’s two medical/surgical bed towers were built in the 1960’s as semi-private rooms with shared bathrooms. These aging facilities are both difficult and expensive to maintain. The patient care areas are very small, preventing more clinically appropriate care from being delivered bedside. The semi-private rooms impede patient safety, confidentiality, comfort and family involvement. Lastly, there is insufficient space for the expanded clinical services that are now offered or are in development at the Medical Center.

The Organization submitted a proposal under Round 5 of the Consolidated Funding Application (“CFA”) to assist with the site work and infrastructure construction for its Medical Center. As a result of the Governor’s Regional Economic Development Council Initiative, the Organization was awarded $1,250,000 through CFA to assist with this project.

Past ESD Support: This is the Organization’s first project with ESD.

B. The Project


Activity: The Organization modernized significant portions of its existing campus by constructing a 696,440-square-foot bed tower that allows the Organization to replace all existing semi-private medical/surgical rooms with 264 private inpatient rooms, 30 intensive-care rooms, a new and expanded Emergency Department, and replacement of most of the existing operating rooms and interventional procedure suites.

Results: The Organization has already met its job commitments, having retained 1,650 employees.

Business InvestmentProject: Benefit-Costs Evaluations are used in evaluating projects that are

categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the estimated benefits typically reflect only construction-related activity.


4

Evaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value):

Fiscal benefits to NYS government from the project are estimated at $2,712,451;

Fiscal cost to NYS government is estimated at $1,250,000; Ratio of project fiscal benefits to costs to NYS government is

2.17:1; Fiscal benefits to all governments (state and local) are estimated

at $4,994,649; Fiscal cost to all governments is $1,250,000; The fiscal benefit to cost ratio for all governments is 4.00:1; Economic benefits (fiscal plus total net resident disposable

income from project construction employment) are estimated at $36,147,898,;

The economic benefit to cost ratio is 28.92:1; Project construction cost is $55,000,000 which is expected to

generate 368 direct job years and 184 indirect job years of employment;

The payback period for NYS costs is one year.

See Project Summary Benefit-Cost Evaluation (attached) for detail and definitions.

Grantee Contact: Ann Armater, Executive Director45 Reade PlacePoughkeepsie, NY 12601Phone: (845) 790-9360E-mail: [email protected]


Project Team: Origination Ryan McLeodProject Management Arturo RodriguezContractor & Supplier Diversity Denise RossFinance Kathleen UckertEnvironmental Soo Kang


1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $1,250,000 capital grant ($12,500) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.


5



4. Prior to disbursement, the Grantee must employ at least the number of Full-time Permanent Employees set forth as the Baseline Employment in the table below. A Full-time Permanent Employee shall mean (a) a full-time, permanent, private-sector employee on the Grantee’s payroll, who has worked at the Project Location for a minimum of thirty-five hours per week for not less than four consecutive weeks and who is entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties; or (b) two part-time, permanent, private-sector employees on Grantee’s payroll, who have worked at the Project Location for a combined minimum of thirty-five hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties.

5. Up to $1,250,000 will be disbursed to the Grantee in two installments as follows:a) an Initial Disbursement of an amount equal to 50% of the grant ($625,000) will be

disbursed upon documentation of project costs totaling $55,000,000, including $46,000,000 in construction expenses, and documentation of the employment of at least 1,650 Full-time Permanent Employees at the Project Location, assuming that all project approvals have been completed and funds are available;

b) a Second Disbursement of 50% of an amount equal to the grant ($625,000) will be disbursed no sooner than 12 months after the date the Initial Disbursement was made, upon documentation of the employment of at least 1,650 Full-time Permanent Employees at the Project Location, provided Grantee is otherwise in compliance with program requirements;

Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses reimbursed by ESD’s grant must be incurred on or after December 10, 2015, to be considered eligible project costs. All disbursements must be requested by April 1, 2020.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,250,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total


6

amount of assistance approved by the Directors.

7. In consideration for the making of the Grant, Grantee will achieve the Employment Goals set forth in Column B of the table below. If the Full-time Permanent Employee Count for the year prior to the reporting date set forth in Column A of the table below is less than eighty-five percent (85%) of the Employment Goal set forth in Column B (an “Employment Shortfall”), then upon demand by ESD, Grantee shall be obligated to repay to ESD a portion of each disbursement of the Grant, as follows:

The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the Employment Shortfall occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:

(i) 100% of the disbursed amount if the Employment Shortfall occurred in the calendar year that the disbursement was made, or in the first full calendar year after the disbursement was made;

(ii) 80% of the disbursed amount if the Employment Shortfall occurred in the second full calendar year after the disbursement was made;

(iii) 60% of the disbursed amount if the Employment Shortfall occurred in the third full calendar year after the disbursement was made;

(iv) 40% of the disbursed amount if the Employment Shortfall occurred in the fourth full calendar year after the disbursement was made;

(v) 20% of the disbursed amount if the Employment Shortfall occurred in the fifth full calendar year after the disbursement was made.

The Grantee’s number of Full-time Permanent Employees shall be deemed to be the greater of the number as of the last payroll date in the month of December for such year or the average employment for the 12 month period computed by quarter.

Baseline Employment 1,650

A BDate Employment Goals

February 1, 2019 1,650February 1, 2020 1,650




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The City of Poughkeepsie Planning Board, as lead agency, has completed an environmental review of the proposed project pursuant to the requirements of the State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be a Type I Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on May 19, 2016. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.


ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this project. The Grantee shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women-owned Business Enterprises (MWBEs) for any contractual opportunities generated in connection with the project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve MWBE Participation. Establishment of specific goals related to the total value of ESD’s funding is still pending.




ResolutionsNew York State MapBenefit-Cost Analysis Project Finance Memorandum


February 15, 2018

Regional Council Award – Poughkeepsie (Mid-Hudson Region – Dutchess County) – Vassar Brothers Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Vassar Brothers Capital -- Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to the Foundation for Vassar Brothers Medical Center, a grant for a total amount not to exceed One Million Two Hundred and Fifty Thousand Dollars ($1,250,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further






* * *


February 15, 2018

Regional Council Award - Poughkeepsie (Mid-Hudson Region – Dutchess County) – Vassar Brothers Capital – Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Vassar Brothers Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *


Vassar Brothers CapitalPoughkeepsieDutchess County


Project SummaryBenefit-Cost Evaluation1

Business Investment ProjectThe Foundation for Vassar Brothers Medical Center

The benefits reported in the table reflect only the impact of construction-related activity. Unlike typical ESD projects, infrastructure and economic growth investment projects may involve no permanent job commitments. Such projects generate long term benefits not captured in the period of analysis. This is reflected in the benefit cost estimates as compared to benchmarks developed for infrastructure and economic growth investment projects.

Initial Jobs: 1,650 Construction Job Years (Direct): 368New Jobs: 0 Construction Job Years (Indirect): 184

NYS Govt. State & Local Evaluation Statistics Project Result Benchmarks for Project Results Government

NYS Govt. ESD Projects2 State & Local Governments

Benchmarks for ESD Projects

Fiscal Costs3 $1,250,000 $794,250 $1,250,000 $1,020,500 Fiscal Benefits4 $2,712,451 $2,085,600 $4,994,649 $4,271,980 Fiscal B/C Ratio 2.17 7.00 4.00 10.60

BenchmarksProject for ESDResults Projects

Economic Benefits5 $36,147,898 $119,468,000 Economic B/C Ratio 28.92 75.00

1 Dollar values are present value calculated over a 7-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

2 The current project evaluation results (both fiscal and economic) are compared to performance measure benchmarks based on results of a sample of ESD non-retail projects.

3 Fiscal cost includes the value of grants, loans and associated default risks, and discretionary subsidies (such as tax exemptions or abatements on sales, property, and interest income).

4 Fiscal benefits are the loan repayments and tax revenues to New York State and local governments generated by project activity. This includes estimated taxes on personal incomes from project direct and indirect construction employment, corporate and business incomes, excise and user taxes, property taxes, and other taxes.

5 Economic benefits are estimated project benefits measuring loan repayments and all tax revenues generated by the project and collected by state and local governments.



TO: The Directors


SUBJECT: Rochester (Finger Lakes Region – Monroe County) – Monroe Community College Capital – Upstate Revitalization Initiative (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions


I. Project Summary

Grantee: Monroe Community College (“MCC” or the “College”)

ESD* Investment: A grant of up to $5,400,000 for facilities construction and renovations


Project Location: 1669 Lake Avenue, Rochester, Monroe County

Proposed Project: Renovate a portion of Building 47 at Eastman Business Park to create the Finger Lakes Regional Workforce Development Center (“the Center”). The renovations will create classrooms and lab space and establish a training center for workforce development

Project Type: Facilities construction and renovations for workforce development

Regional Council: The project is consistent with the Finger Lakes Regional Economic Development Council Plan to provide educational opportunities for specialized training and workforce development. Dr. Anne Kress President of Monroe Community College is co-chair of the Finger Lakes Regional Economic Development Council. In conformance with the State’s policy, this individual has recused herself on votes recommending this project.


2


Financing Uses AmountConstruction/Renovation $7,668,800Machinery and Equipment 318,584Furniture, Fixtures, and Equipment 1,380,384Design/Engineering Costs 2,032,232


Financing Sources Amount PercentESD-Grant $5,400,000 47%Grantee Equity* 6,000,000 53%


*Grantee Equity obligation will be satisfied via use of SUNY 2020 Funds


A. Grantee

Industry: Higher Education

Grantee History: MCC is a two-year community college founded in 1961 designed to provide technical, para-professional, and university parallel education. MCC is one of 30 community colleges within the State University of New York and is accredited by the Middle States Commission on Higher Education. MCC, a member of the League for Innovation in the Community College, is financed by New York State, student tuition and its local sponsor, Monroe County.

Ownership: MCC is a public educational institution.

Size: MCC has approximately 900 full-time employees and 735 part-time employees. MCC has four main campuses (Brighton, Downtown Rochester, Applied Technology Center, and Public Safety Training Facility). The College has approximately 30,000 credit and non-credit student.

Market: N/A

ESD Involvement: In response to employer-identified industry needs across the Finger Lakes Region, MCC has designed a strategic program entitled Multiple


3

Pathways to Middle Skills Jobs (“Program”). Middle-skills jobs are those which require some post-secondary training and education, but not a four year college degree. The Program’s goal is to create career experience and awareness of middle-skilled occupations and provide hands-on technology-based career experiences in applied science, technology, engineering, and math (“STEM”) and healthcare occupations that are documented as being in demand.

The development of the Center for the Program was identified as a key component of this strategy. In November 2017, MCC was awarded a $5,400,000 Upstate Revitalization Initiative grant to assist with the costs of facilities construction and renovations.

Competition: N/A

Past ESD Support: Funding for the past five years, totaling $200,000, to the Grantee is summarized in the following chart:




Purpose

Regional Council Capital Fund - RC 2 Y237 $200,000 November 16, 2015 January 14, 2017 Job training and

career education

B. The Project

Completion: March 2021

Activity: MCC will renovate a portion of the Kodak Building 47 at Eastman Business Park in Rochester. Eastman Business Park is a 1,200-acre R&D and manufacturing campus with over 16 million square feet of multi-scale manufacturing, distribution, lab and office space. There are approximately 100 companies onsite employing over 6,000 people. The renovations will create new classrooms and lab space in order to establish the Center. The new Center will support approximately 95 MCC clients currently at the site. This Center will be the region’s first coordinated attempt at establishing an educational pipeline to high-demand technical manufacturing jobs.

Results: MCC estimates that the project will train approximately 222 workers with academic and industry training in the first year of operation achieving an anticipated combined total of 2,303 workers trained within the first five


4

years of operation. Based on a 2015 program based economic analysis, the value to the Finger Lakes economy from upskilling 485 high school educated workers to the occupations aligned to the post-secondary certificates offered at the center over the first five years of operations is estimated at $40 million.

Beyond the dollar value generated by the Center, the site has the potential to spark an inflow of new and established businesses eager to engage a trained workforce. Also, according to the Greater Rochester Enterprise, the availability of a highly trained workforce, including technicians and skilled trades, is one of the top two criterion site selectors evaluate for project locations. Initially, employers will benefit from an enthusiastic, well-educated talent pool. And, over the longer term, the region will retain jobs that might otherwise have located out of our area.



Grantee Contact: Hezekiah Simmons, CFO and VP1000 East Henrietta Rd. Bldg 1, Rm 308CRochester, NY 14623Phone: (585) 292-3320E-mail: [email protected]


Project Team: Origination Steve GoldingProject Management Emma MiranContractor & Supplier Diversity Geraldine FordDesign & Construction Marty PiecuchEnvironmental Soo Kang



2. The Grantee will demonstrate no materially adverse changes in its financial condition prior to closing/disbursement.

3. The Grantee will be required to contribute a minimum of 10% of the total project cost


5

in the form of equity contributed after the Grantee’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Grantee or by investors, and should be auditable through Grantee financial statements or Grantee accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Up to $5,400,000 will be disbursed to the Grantee in three installments as follows:a) an Initial Disbursement of an amount equal to 10% of the grant ($540,000) in

advance upon receipt of the executed Grant Disbursement Agreement (GDA) and presentation to ESD of an invoice;

b) Subsequent Disbursements will be disbursed as reimbursement for eligible expenses during the course of design and/or construction no more frequently than monthly, in compliance with the Design & Construction Requirements and presentation to ESD of cancelled checks and/or Automated Clearing House payment reports, invoices in proportion to ESD’s funding share, assuming that all project approvals have been completed and funds are available;

c) a Final Disbursement of an amount equal to 10% of the grant ($540,000) will be disbursed upon completion of the facility, as evidenced by a certificate of occupancy. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require.

Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after November 30, 2016, to be considered eligible project costs. All disbursements must be requested by April 1, 2021.

ESD will make best efforts to reimburse the recipient within 45 days of submission of a complete payment requisition. If ESD is unable to disburse funds within the 45 day goal, ESD may amend the GDA to allow for advances of the Subsequent Disbursements. Failure to meet the 45 day reimbursement terms may result in suspension of the project by the Recipient.


6. Grant funds will be subject to pro rata recapture if the property at the Project Location is sold within five years of disbursement of funds and if, as a result of such sale, the Recipient ceases to occupy and use the Project Location for the purposes described herein. The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the transfer and cessation of occupancy and use occurred. The Recapture Amount shall be calculated by aggregating the Recapture


6

Amount for each disbursement of the Grant, which in each instance shall be equal to:





(v) 20% of the disbursed amount if the transfer occurred in the fifth full calendar year after the disbursement was made.

IV. Statutory Basis – Upstate Revitalization Initiative





ESD staff has determined that the project constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the project.




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ResolutionsNew York State MapProject Finance Memorandum


February 15, 2018

Rochester (Finger Lakes Region – Monroe County) – Monroe Community College Capital – Upstate Revitalization Initiative (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Monroe Community College Capital -- Upstate Revitalization Initiative (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Monroe Community College a grant for a total amount not to exceed Five Million Four Hundred Thousand Dollars ($5,400,000) from the Upstate Revitalization Initiative, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further



RESOLVED, that the President and Chief Executive Officer or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver


any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *



Monroe Community CollegeRochesterMonroe County



TO: The Directors


SUBJECT: Regional Council Award – Priority Project – Rochester (Finger Lakes Region – Monroe County) – Sibley Building Phase II Capital – Regional Council Capital Fund (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions


I. Project Summary

Grantee: Open Market ESCO LLC d/b/a Sibley ESCO (the “Company”)

ESD* Investment: A grant of up to $3,500,000 to be used for a portion of the cost of renovation of retail space, commercial space and residential units in a former retail department store


Project Location: Condo 2 (Sibley Commercial LLC) and Condo 3 (Sibley Mixed Use LLC) ofthe Sibley Building, 228 East Main Street, Rochester, Monroe County

Proposed Project: Renovation of the Condominium Units owned by Sibley Mixed Use LLC and Sibley Commercial LLC (the “Owners”) at the Sibley Building (the “Building”) in Downtown Rochester to include retail space, commercial space and residential units (the “Project”)


Regional Council: This project is consistent with the Finger Lakes Regional Economic Development Council Plan as it will spur significant regional economic growth in the Finger Lakes Region (“Region”).


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Financing Uses AmountReal Estate Acquisition $3,862,240Construction/Renovation 45,355,131Other/Soft Costs 15,173,151


Financing Sources Amount Percent Rate/Term/LienESD-Grant $3,500,000 5%Other Grants 2,938,799 5%Loan - PNC Bank 20,500,000 31% 5.5%/7 yrs/first lien on RECity Subordinate Loan 1,000,000 2% 2%/10 yrs/NACity Subordinate Loan 1,000,000 2% 1%/30 yrs/NANew Market Tax Credit 13,761,296 21%Historic Tax Credit 3,815,254 6%Winn Bridge Loan 4,012,208 6%Accrued Developer Cost/ Retainage 2,857,404 5%Deferred Development Fee 1,857,973 3%Company Equity 9,147,588 14% Total Project Financing $64,390,522 100%


A. Company

Industry: Real estate development

Company History: WinnCompanies (“Winn”), founded in 1971, is a nationally recognized owner, developer, and manager of real estate, with headquarters in Boston and regional offices throughout the country. Most recently, Winn’s projects have entailed large scale mixed-use and mixed-income developments. Winn designated Sibley ESCO, which is an affiliate of Winn, to facilitate complex investment opportunities at the Sibley project. Because ESD funds must come into the Sibley project at the same level as WinnCompanies’ New Market Tax Credit (“NMTC”) equity under the terms of that deal, the Grantee is the recipient of the ESD funds, which it will then lend into each of two underlying NMTC deals as those particular deals require.

Ownership: The Grantee is privately owned by various partners who also have an ownership stake in WinnCompanies. The Sibley Building is owned in part


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by the Owners, also affiliated with the Grantee. Company is defined as the Grantee and/or its affiliates.

Size: WinnCompanies is the fifth largest multifamily management company in the U.S. Winn has acquired and developed real estate holdings with a value in excess of $2 billion.

Market: Winn’s portfolio spans affordable housing, market-rate housing, office buildings, hotels, retail, medical campuses and parking garage facilities. It also has a large presence in the military housing market. Competitors include other national-scale, multi-purpose developers.

ESD Involvement: Sibley’s department store, a 12-story, 1.1 million-square-foot building, was constructed in stages between 1906 and 1924. By 1939, it was the largest department store between New York City and Chicago. Since Sibley’s closure in 1992, the Building has largely sat vacant. The massive size of the Building and the magnitude of the renovation required a significant amount of capital investment to revitalize the structure to its former glory. When the Company purchased the Building in 2012, it was approximately 80% vacant, with the Building’s mechanical systems operating at just 60% efficiency. The Building subsequently lost its largest tenant, Monroe Community College. Without public assistance, the capital costs to rehabilitate and operate the Building were too great to attract high-quality tenants and residents, which are prerequisites to transforming the Building into a key mixed-use site downtown.As a result of the Governor’s Regional Economic Development Councilinitiative, the Company was awarded a $3,500,000 capital grant through the Consolidated Funding Application process to advance the adaptive reuse of the Building.

Competition: N/A

Past ESD Support: In 2013, before the NMTC structure was fully realized, Winn was awarded a $500,000 capital grant for Phase I of the Sibley Building project, which was paid to another Winn subsidiary, Sibley Redevelopment LP.

B. The Project


Activity: The Company purchased and has renovated parts of the historic 1.1 million-square-foot Building in downtown Rochester. The Building that once housed a department store and includes an office tower has undergone a significant transformation and conversion into a mixed-use residential and commercial building that has already secured multiple


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tenants including a business incubator affiliated with the University of Rochester.

This phase of the Project further transforms the Building into class A, mixed-use space. The Company constructed building systems and upgrades to support the build out of a 36,000-square-foot office space on the 2nd floor, and transformed the top four floors into 104 new apartments. The office space is expected to be occupied by a highly educated and skilled workforce. The Company has reserved 21 of the 104 apartments for residents who earn less than 120% AMI. The property entered an agreement for 400 parking spaces at the Mortimore Garage to satisfy on-site parking needs. The Project’s architect, The Architectural Team, is based in Boston and the Project’s engineer, M/E Engineering, is based in Rochester. DiMarco Constructors is providing construction administration.

The Project also included redevelopment of vacant space on floors 1, 2, 9-12, which may include 50,000 square feet of class A office space, 10,000 square feet of retail, additional housing units, as well as 2,000 square feet of outdoor amenity space, six electric vehicle charging stations, and an urban farmers market. The retail space is expected to be occupied by multiple retailers and/or restaurants to support the growing need for these services in downtown Rochester.

Results: As a result of the Project, the long-term viability of one of downtown Rochester’s important assets will be assured, creating a transformative mixed-use project. The revitalization of the Sibley Building will create a nexus of mixed-use activity within Downtown Rochester, attracting residents, employment and investment back to the urban core of the Region. The Project leverages $600 million in active development taking place in downtown Rochester. The Project has created 596 construction jobs onsite, of which 187 are local employees.



Grantee Contact: Lawrence Curtis, Member6 Faneuil Hall MarketplaceBoston, MA 02109Phone: (617) 239-4527

ESD Project No.: AA555


5

Project Team: Origination Stephen GoldingProject Management Saul Maneiro Contractor & Supplier Diversity Geraldine FordFinance Jonevan HornsbyDesign & Construction Marty PiecuchEnvironmental Soo Kang


1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $3,500,000 ($35,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The Company will demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. The Company will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed. Equity is defined as cash injected into the project by the Company or by investors, and should be auditable through Company financial statements or Company accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project or grants from a government source.

4. Up to $3,500,000 will be disbursed to Grantee upon documentation of construction and renovation project costs totaling $64,390,522, upon completion of the project substantially as described in these materials, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 10, 2015, to be considered eligible project costs. All disbursements must be requested by April 1, 2019.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $3,500,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

6. Grant funds will be subject to pro rata recapture if any property owned by theOwners at the Project Location is sold to a non-affiliated entity within five years of disbursement of funds. The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the transfer occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:


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The funding was authorized in the 2015-2016 New York State budgets and reappropriated in the 2015-2016, 2016-2017 and 2017-2018 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.




ESD staff has determined that the project constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the project.

Due to the building's inclusion in the New York State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law (“Section 14.09”). The project is in compliance with Section 14.09.


ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprise (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal


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of 30% related to the total value of ESD’s funding.








February 15, 2018

Regional Council Award – Priority Project – Rochester (Finger Lakes Region – Monroe County) – Sibley Building Phase II Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Sibley Building Phase II Capital – Regional Council Capital Fund (Capital Grant) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Open Market ESCO LLC d/b/a Sibley ESCO a grant for a total amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further



RESOLVED, that the President and Chief Executive Officer or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver


any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *


University of Rochester Goergen Institute CapitalRochester

Monroe County

Sibley Building Phase II CapitalRochesterMonroe County


FOR CONSIDERATIONFebruary 15, 2018

TO: The Directors


SUBJECT: Statewide – Restore New York Communities – Capital Grant

REQUEST FOR: Land Use Improvement Findings and Determinations Pursuant to Sections 10(c), 10(g) and 16-n of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions; Determination of No Significant Effect on the Environment


I. Project Summary

Grantee Project Name Proj # Grant Village, Town, City County

A City of Fulton City of Fulton – RT 481 Gateway RESTORE IV AB742 $350,000 Fulton Oswego

B Village of Gowanda

Village of Gowanda – Hollywood Theatre RESTORE IV

AB802 $324,000 Gowanda Cattaraugus

C City of Binghamton

City of Binghamton - Big Lots Plaza RESTORE IV

AB710 $534,000 Binghamton Broome

D City of Salamanca

City of Salamanca – Nies Block RESTORE IV AB808 $450,000 Salamanca Cattaraugus

E City of Gloversville

City of Gloversville – CRG Building RESTORE IV

AB780 $425,000 Gloversville Fulton

Total RESTORE NY – 5 Projects TOTAL $2,083,000


II. Program Description

A. Background

The purpose of the Restore New York Communities Initiative (“Restore NY” or the “Program”) is to revitalize urban areas and stabilize neighborhoods as a means to attract residents and businesses. Restore NY funds municipally sponsored projects for the demolition, deconstruction, rehabilitation, or reconstruction of vacant, obsolete or surplus structures. Since 2006, ESD has received $300 million in appropriations for Restore New York to fund three rounds of projects. The appropriations were allocated as follows: up to $50 million in FY 2006-2007; $100 million in FY 2007-2008; and $150 million in FY 2008-2009. In the FY 2015-2016, $25 million was appropriated in the New York State budget for Round IV of Restore NY. In addition, $25 million of unused funds from previous Restore NY appropriations were also allocated to Round IV for a total of $50M. On June 20th, 2016, applicants were informed of eligibility to apply under the Program, and in January 26, 2017, awardees were announced. Following the issuance of an RFP in June 2016, a total of 75 municipalities were selected in January 2017 for funding assistance under Round IV. It is anticipated that upon completion the projects funded by New York State will attract individuals, families, industry, and commercial enterprises to the municipalities.

B. The Project

ESD will make a grant to the Grantee for the purpose of enhancing the Grantee’s capacity to provide support in revitalizing urban areas and stabilizing neighborhoods as a means to attract residents and businesses in New York State. ESD will enter into an agreement with each Grantee that will stipulate the manner in which funds will be disbursed.

The attached project schedule provides a more detailed description of the recommended project.

III. Statutory Basis

Restore New York Communities Findings:Land Use Improvement Project

1. The area in which the project is to be located is a substandard or unsanitary area, or is in danger of becoming a substandard or unsanitary area and tends to impair or arrest sound growth and development of the municipality.See attached Project Schedule.



See attached Project Schedule.

3. The plan or undertaking affords maximum opportunity for participation by private enterprise, consistent with the sound needs of the municipality as a whole.See attached Project Schedule.

4. There are no families or individuals displaced from the Project area. No residential relocation is required because there are no families or individuals residing on the site.

IV. Environmental Review

Unless otherwise noted on a project summary, ESD staff has determined that the project described in Schedule A constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations for the New York State Department of Environmental Conservation. No further environmental review is required in connection with the project.

V. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority and women-owned businesses in the performance of ESD contracts. Accordingly, ESD’s Non-discrimination and Contractor & Supplier Diversity policies will apply to the project.

Unless otherwise specified in the project summary, grantees shall use their “Good Faith Efforts” to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal of 23% related to the total value of ESD’s funding. This shall include a Minority Business Enterprise (“MBE”) Participation goal of 13% and a Women Business Enterprise (“WBE”) Participation goal of 10%. Grantee shall use Good Faith Efforts to solicit and utilize MWBEs for any contractual opportunities generated in connection with the project and to include minorities and women in any job opportunities created by the project.

VI. ESD Employment Enforcement Policy

ESD's Employment Enforcement Policy will not apply since the projects will not directly create or retain jobs.





ResolutionsNew York State MapProject Summary


February 15, 2018

Statewide – Restore NY Communities – Capital Grant – Land Use Improvement Findings and Determinations Pursuant to Sections 10 (c), 10 (g) and 16-n of the Act; Authorization to Adopt the Proposed General Project Plans; Authorization to Make Grants and to Take Related Actions

______________________________________________________________________________

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Restore NY Communities Capital Grant Projects (the “Projects”), the Corporation hereby determines pursuant to Sections 16-n and 10 of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that

1. The area in which the project is to be located is a substandard or unsanitary area, or is in danger of becoming a substandard or unsanitary area and tends to impair or arrest sound growth and development of the municipality.



4. There are no families or individuals displaced from the Project area; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plans (the “Plans”) for the Project submitted to this meeting, together with such changes therein as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, a copy of which Plan, together with such changes, are hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that upon written findings of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plans, such Plans shall be effective at the conclusion of such hearing, and that upon such written findings being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a to grant to the party and for the amount listed below from Restore NY Communities, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




Restore New York Communities Initiative Program – Project Summary Table

Grantee Project Name Proj # Grant Village, Town, City County

A City of Fulton City of Fulton – RT 481 Gateway RESTORE IV AB742 $350,000 Fulton Oswego

B Village of Gowanda

Village of Gowanda – Hollywood Theatre RESTORE IV

AB802 $324,000 Gowanda Cattaraugus

C City of Binghamton

City of Binghamton - Big Lots Plaza RESTORE IV

AB710 $534,000 Binghamton Broome

D City of Salamanca

City of Salamanca – Nies Block RESTORE IV AB808 $450,000 Salamanca Cattaraugus

E City of Gloversville

City of Gloversville – CRG Building RESTORE IV

AB780 $425,000 Gloversville Fulton

Total RESTORE NY – 5 Projects TOTAL $2,083,000

RESOLVED, that the President and Chief Executive Officer of the Corporation or her designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *


A. City of Fulton – RT 481 Gateway RESTORE IV (AB742) February 15, 2018


Grantee: City of Fulton (the “City” or “Fulton”)

ESD Investment: A grant of up to $350,000 to be used for a portion of the cost of demolition

Project Location: 555 South 4th Street, Fulton, Oswego County

Proposed Project: Demolition of the former Nestle site and construction of an 18,541-square-foot Aldi’s supermarket on Route 481

Project Type: Demolition of blighted site and construction of a supermarket to aid in neighborhood revitalization and economic development

Regional Council: The Central New York Regional Council has been made aware of this item. The project is consistent with the Regional Plan to support the revitalization of distressed neighborhoods.

Background:

Grantee History – The City of Fulton is located on the Oswego River twenty-five miles north from the City of Syracuse and twelve miles south of Lake Ontario. For nearly 100 years, from the mid-19th to the mid-20th century, manufacturing was the foundation of Fulton’s growth and prosperity. However, many of the largest manufacturing companies in Fulton have closed, including the Miller Brewing company, Birds-Eye and Nestle. The City of Fulton is still home to Huhtamaki, which manufactures food packaging materials, K&N Foods, and Teti Bakery.

As a result of the loss of a significant number of manufacturing jobs, the City’s population began to decline. From an original high of approximately 15,000, today’s population is currently 11,786.

ESD Involvement - In 2016, the City revised its Comprehensive Plan (the “Plan”), originally created in 2003. The Plan focuses on all aspects of the community: neighborhood stability, economic vitality, and quality of life. Revitalization of the former Nestle site, was considered a priority project in the City’s revised 2016 Plan.

Nestle vacated the factory building in 2003, which is located on the Route 481 Corridor, Fulton’s most important and strategic business district. The Nestle site resided on approximately 2.5 acres, and was listed on the City’s Brownfield Opportunity Area. Lack of funding, and difficulty in acquiring the site, in addition to the


City of Fulton – RT 481 Gateway RESTORE IV (AB742) February 15, 2018

environmental problems, forced the City to seek additional funding to revitalize the site.

In September 2016, the City applied under Round 4 of the Restore New York Communities Initiative application to assist with financing the project. In February 2017, ESD awarded the City funding in the amount of $350,000 to revitalize the Nestle site. Restore NY funds are critical to the success of this project.

Past ESD Support – There has been no funding in the past five years to the Grantee.

The Project:

Completion – December 2017

Activity – In June 2016, the City engaged Xfinity Enterprises to demolish the Nestle factory; demolition was accomplished in April 2017. In May 2017, Rowlee Construction was hired to remove materials and debris on the Nestle site. In July 2017, Aldi’s began construction of the 18,541-square-foot supermarket. The supermarket was completed in December 2017 and has a grand opening in January 2018.

Results – The goal of the project is to create an attractive and functional environment to draw new residents and economic opportunities. In addition, the City expects to increase employment opportunities and strengthen economic vitality. The site is also located next to several residential neighborhoods which should encourage marketing additional commercial sites.

No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

*Aldi will contribute all construction funding

Financing Uses Amount Financing Sources Amount PercentLand Acquisition $90,000 ESD Grant $350,000 12%Demolition $697,177 City Equity $347,177 12%Construction $2,200,000 Aldi's Equity* $2,290,000 77%Total Project Costs $2,987,177 Total Project Financing $2,987,177 100%



Grantee Contact- Ronald Woodward, Sr., Mayor of the City of Fulton141 South First StreetFulton, New York Phone: 13069 E-mail: [email protected]

Project Team- Project Management Simone BethuneContractor & Supplier Diversity Geraldine Ford

Environmental Soo Kang

Financial Terms and Conditions:

1. Upon execution of the grant disbursement agreement, the City will reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

2. The City will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement.

3. The City will contribute at least a 10% match of the grant amount to the Project.

4. Up to $350,000 will be disbursed to Grantee upon documentation of land acquisition, demolition and construction project costs totaling $2,987,177 and in proportion to ESD funding share, upon completion of the project substantially as described in these materials as evidenced by a certificate of occupancy, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after October 3, 2016.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $350,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the City and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

6. If the Grantee is not the owner of the Project, then the Grantee shall prohibit, for five years from the date of the initial disbursement of Grant funds, any transfer of the Project in whole or in part, by sale, lease, or conveyance of any interest in or with respect to the Project except (a) transfers of minor interests in the Project site, such as utility easements and limited rights-of-way, and (b)(i) the arms-length basis sale or lease of individual condominium units in the ordinary course of business for a condominium development and (ii) the arms-length basis residential or commercial



lease in the ordinary course of business for a commercial, residential, or mixed-use rental development. In the event that such a prohibited transfer occurs within such five-year period, the Grantee shall pay to ESD, promptly upon ESD’s written demand therefor, the applicable amount indicated below.

The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the transfer occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:






Environmental Review:The City of Fulton, as lead agency, has completed an environmental review of the proposed project pursuant to the requirements of the State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on March 21, 2014. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

Non-Discrimination and Contract & Supplier Diversity:ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Grantee shall be required to include minorities and women in any job opportunities created, to solicit and utilize MWBEs for any contractual opportunities generated in connection with the Project and to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal of 30% related to the total value of ESD’s funding.

Statutory Basis – Restore NY Communities:Land Use Improvement Project Findings



1. The area in which the project is to be located is a substandard or insanitary area, or is in danger of becoming a substandard or insanitary area and tends to impair or arrest sound growth and development of the municipality.The project involves revitalization of Brownfield site and construction of a new commercial building to encourage growth and development in the area.

2. The project consists of a plan or undertaking for the clearance, replanning, reconstruction and rehabilitation of such area and for recreational and other facilities incidental or appurtenant thereto.The project involves the demolition or reconstruction of a site that the City has included in the City of Fulton Comprehensive Plan.

3. The plan or undertaking affords maximum opportunity for participation by private enterprise, consistent with the sound needs of the municipality as a whole.The City published a property assessment list and held a public hearing on the project at the time of application. The City will ensure compliance with all applicable local laws and regulations.

4. The requirements of Section 10(g) of the Act are satisfied.There are no families or individuals displaced from the Project area.

Attachment: Resolution


February 15, 2018

Fulton (Western New York Region – Oswego County) – City of Fulton - RT 481 Gateway RESTORE IV – RestoreNY Comm 16-17 – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the City of Fulton - RT 481 Gateway RESTORE IV Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *


B. Village of Gowanda – Hollywood Theater RESTORE IV (AB802) February 15, 2018


Grantee: Village of Gowanda (“Gowanda” or the “Village”)

Beneficiary: Gowanda's Historic Hollywood Theater, Ltd. (the “Hollywood Theater”)

ESD Investment: A grant of up to $324,000 to be used as reimbursement for a portion of interior restoration costs of a commercial building.

Project Location: 39 West Main Street, Gowanda, Cattaraugus County

Proposed Project: Interior renovation and restoration of Gowanda’s Historic Hollywood Theater (the “Theater”)

Project Type: Downtown revitalization

Regional Council: The Western New York Regional Council has been made aware of this item. The project is consistent with the Regional Plan to rehabilitate and preserve an historic building; increase tourism; create a center for visual and performing arts; create jobs for the community’s youth; and spur further economic development in the surrounding downtown district.

Background: Grantee History - Gowanda, first settled around 1810, is located in southeastern New York

State (“NYS”). Gowanda enjoyed a diversified mix of manufacturing, and governmental jobs until the 1970’s when two of the three manufacturing facilities and the NYS-owned Gowanda Psychiatric Center were closed. NYS opened the Gowanda/Collins Correctional Facility in 1994, which alleviated some of the area’s employment needs.

In 1999, the Village of Gowanda Master Plan (the “Plan”) was adopted, which involved a strategy to encourage commercial, residential, retail, industrial, development, as well as, promote tourism. In 2001, the Village of Gowanda Business Development and Downtown Revitalization Study indicated that the restoration and revival of the “Theater” would be a key catalyst for economic development. The 12,600-square-foot Theater, constructed in 1926, operated as a movie and performing arts theater until 1992, after which it remained vacant. The Theater is listed on the National Register of Historic Places and a complete rehabilitation of the building that respected its historic fabric was deemed necessary.


Village of Gowanda – Hollywood Theater RESTORE IV (AB802) February 15, 2018

Beneficiary History - In 1997, the Gernatt family purchased the vacant Theater and donated it to the Gowanda Area Redevelopment Corporation. With assistance from grass-roots volunteers known as “The Friends of the Hollywood,” rehabilitation fundraising began. In 2003, the Hollywood Theater was established for the purpose of rehabilitating and operating the Theater. The Hollywood Theater receives funding from various private and public sources and also holds various fundraisers including the annual Hollywood Happening, which attracts nearly 15,000 motorcyclists from the U.S. and Canada to enjoy live outdoor music, bike shows, and a bike run.

ESD Involvement - The Hollywood Theater has been making strides to preserve all of the original historic fabric of the Theater. Since 2003, the Hollywood Theater has completed asbestos abatement; historic door, window and lighting restoration; partial restoration of plaster and paint; plumbing and electrical upgrades; bathroom renovations; and preliminary installation of heating, ventilation, and air-conditioning; mechanical system ductwork for code; and ADA compliance. However, the Hollywood Theater did not have sufficient financial resources to proceed with additional phases of renovations.

In September 2016, the Village applied on behalf of the Theatre for funding assistance to close the gap in the Theatre restoration budget. In February 2017, the Village was awarded a $324,000 grant through the Restore NY IV to support additional Theater restorations. Restore NY funds are critical to the success of the Theatre’s restoration.

Past ESD Support - Funding for the past five years to the Grantee is summarized in the following chart:

Program Project # Amount Date Start (ESD Directors’ Approval date)


Purpose

Restore NYComm. 08-09 W866 $660,000 December 18, 2009 April 30, 2014

Capital Grant – Design; engineering; partial

interior demolition; and interior renovations

including water and sewer upgrades; plumbing;

electrical; security; and sprinkler systems

The Project:

Completion – November 2019

Activity - Restore NY funds will be used to complete one of the final phases of restoration at Gowanda's Historic Hollywood Theater. The specific work components include: Completion of



all remaining electrical work in the building, including completion of the Marquee, electrical work associated with exhaust fans, low-level aisle lighting, code compliant outlets, and carpentry work in the balcony area, in addition to replacing seats. Currently, the width of the cross aisle is not compliant with current codes and tread depth levels are inconsistent. Carpeting will be replaced to meet current fire and safety codes, exterior brick will be pointed, scraped and repainted and sidewalks in front of the Theatre entrance will be replaced.

Results - The Hollywood Theater is the centerpiece of the Gowanda Village Historic District. The Theater project has created a variety of construction-related jobs during the various phases of restoration and will continue to do so until restoration is complete. The re-opening of the Hollywood Theater is expected to employ people locally, purchase goods and services from within the community, and market, and promote the region.


Grantee Contact- The Honorable David Smith, Mayor27 East Main StreetGowanda, NY 14070Phone: (716) 532-3353 Email: [email protected]

Beneficiary Contact- Ms. Deborah Harris, Theater Project Coordinator39 West Main StreetGowanda, NY 14070Phone: (716) 532-6103

Project Team- Project Management Cheryl Krazmien Origination Angela Rossi

Contractor & Supplier Diversity Geraldine FordDesign & Construction Dennis ConroyEnvironmental Soo Kang

Financing Uses Amount Financing Sources Amount PercentArchitectural/Engineering/Soft Costs

$64,800 ESD Grant $324,000 90%

Construction/Renovation 295,200 Village Equity 36,000 10%Total Project Costs $360,000 Total Project Financing $360,000 100%




1. Upon execution of the grant disbursement agreement, the Grantee will reimburse ESD for all out-of-pocket expenses incurred in connection with the project.


3. The Grantee will ensure the contribution of at least a 10% match of the grant amount to the Project.

4. Up to $324,000 will be disbursed to Grantee during the course of the project no more frequently than quarterly, and in proportion to ESD’s funding share, upon documentation of eligible project costs, and in compliance with ESD’s Design and Construction requirements, assuming that all project approvals have been completed and funds are available. The final ten percent (10%) of the Grant shall not be disbursed by ESD until all of the tasks and reports required have been completed to ESD's satisfaction, total expenditures of $360,000 have been documented and project is complete as evidenced by a certificate of occupancy. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after October 3, 2016 to be considered reimbursable project costs.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $324,000 for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

6. If the Grantee is not the owner of the Project, then the Grantee shall prohibit, for five years from the date of the initial disbursement of Grant funds, any transfer of the Project in whole or in part, by sale, lease, or conveyance of any interest in or with respect to the Project except (a) transfers of minor interests in the Project site, such as utility easements and limited rights-of-way, and (b)(i) the arms-length basis sale or lease of individual condominium units in the ordinary course of business for a condominium development and (ii) the arms-length basis residential or commercial lease in the ordinary course of business for a commercial, residential, or mixed-use rental development. In the event that such a prohibited transfer occurs within such five-year period, the Grantee shall pay to ESD, promptly upon ESD’s written demand therefor, the applicable amount indicated below.









Design and Construction:ESD staff will review the project budget, plans, and specifications, along with the other documents that ESD may require for scheduled payment projects. Submission of Payment Requisitions to ESD will be made according to disbursement terms outlined in the Grant Disbursement Agreement.

Environmental Review: ESD staff has determined that the project constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the project.

Due to the property’s inclusion in the New York State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law (“Section 14.09”). The project is in compliance with Section 14.09.

Non-Discrimination and Contractor & Supplier Diversity:ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprise (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal



of 30% related to the total value of ESD’s funding.


1. The area in which the project is to be located is a substandard or insanitary area, or is in danger of becoming a substandard or insanitary area and tends to impair or arrest sound growth and development of the municipality.The project involves the rehabilitation of a vacant historic theater which has been deemed by the Village to arrest sound growth and development in the area.

2. The project consists of a plan or undertaking for the clearance, re-planning, reconstruction and rehabilitation of such area and for recreational and other facilities incidental or appurtenant thereto.The project involves the rehabilitation of a site that the Village has included in its overall Master Plan which involves a strategy to encourage commercial, residential, retail and industrial development, as well as promote tourism.


The Village published a property assessment list and held a public hearing on the project at the time of application. The Village will ensure compliance with all applicable local laws and regulations.

4. The requirements of Section 10(g) of the Act are satisfied.There are no families or individuals displaced from the Project area


C. City of Binghamton - Big Lots Plaza RESTORE IV (AB710)February 15, 2018


Grantee: City of Binghamton (“Binghamton” or the “City”)

ESD Investment: A grant of up to $534,000 to be used for a portion of the cost of the demolition of a vacant plaza and associated costs to make it a shovel-ready site

Project Location: 435 W. State Street, Binghamton, Broome County

Proposed Project: Demolition of “Big Lots Plaza”, an abandoned plaza in Binghamton, to create a shovel-ready site for mixed-use development

Project Type: Neighborhood revitalization

Regional Council: The Southern Tier Regional Council has been made aware of this item. The project is consistent with the Regional Plan to revitalize downtown communities and create shovel ready sites.

Background:

Grantee History – The City of Binghamton is the seat of Broome County and is located in the central Southern Tier region. Incorporated in 1867, Binghamton became a manufacturing hub, producing cigars, sleighs, carriages, scales, book publishing, furniture, lumber, pianos, etc. The City, known for its carousels, has been famously dubbed the “Parlour City”. Binghamton is now home to about 46,000 residents. The northside neighborhood where the proposed project will take place is a highly distressed community, with median household income at $21,713 and 48.3% of the population below the poverty level.

ESD Involvement – In 2014, the City produced a Comprehensive Plan (the “Plan”) that identified a series of objectives which included: creating strong neighborhood, commercial hubs, and improving the image of the City as an excellent place to do business.

To this end, the City prioritized the revitalization project of Big Lots Plaza, a vacant commercial plaza, which they hoped to eventually develop into a multi-purpose parcel to include income based housing, and commercial space. The first phase of this project involved significant demolition of a vacant shopping plaza and associated costs to make it a shovel-ready.

In September 2016, The City applied under Round IV of the Restore New York


City of Binghamton - Big Lots Plaza RESTORE IV (AB710)February 15, 2018

Communities Initiative and was awarded $534,000 from the Restore program in February 2017 to facilitate this demolition project. Without Restore funding, the City would not have the resources to demolish the site.

The completed demolition will create a shovel ready site that will bring necessary amenities to Binghamton’s north side and prove a useful solution to the blighted, unsafe, and unusable Big Lots Plaza. Total demolition cost for the project’s first phase will be $594,000.





Purpose

Restore NY W837 $1,860,000 February 16, 2012 December 31, 2021 Real estate

The Project:


Activity – The project involves demolition of an abandoned plaza in the northside neighborhood in the City of Binghamton. Demolition and site work will be performed by the City with expected completion in December 2017.

Results – The demolition of the Big Lots Plaza will create a shovel-ready site for phase I of the City’s Plan. The site will eventually create a mixed-use development with market rate housing, and make space available to address the neighborhood’s food desert issue. Restore NY funds are critical to the success of this project.



Grantee Contact- Richard David, Mayor38 Hawley StreetBinghamton, NY 13901Phone: 607-772-7001 E-mail: [email protected]

Project Team- Project Management James Bedrin Contractor & Supplier Diversity Edwina TelemaqueEnvironmental Soo Kang




3. The City will contribute at least a 10% match of the grant amount to the Project.

4. Up to $534,000 will be disbursed to Grantee in a lump sum, upon documentation of demolition project costs totaling $594,000 and upon completion of the project substantially as described in these materials, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after October 3, 2016.


6. If the Grantee is not the owner of the Project, then the Grantee shall prohibit, for five years from the date of the initial disbursement of Grant funds, any transfer of the

Financing Uses Amount Financing Sources Amount PercentDemolition $594,000 ESD Grant $534,000 90%

City Equity 60,000 10%Total Project Costs $594,000 Total Project Financing $594,000 100%



Project in whole or in part, by sale, lease, or conveyance of any interest in or with respect to the Project except (a) transfers of minor interests in the Project site, such as utility easements and limited rights-of-way, and (b)(i) the arms-length basis sale or lease of individual condominium units in the ordinary course of business for a condominium development and (ii) the arms-length basis residential or commercial lease in the ordinary course of business for a commercial, residential, or mixed-use rental development. In the event that such a prohibited transfer occurs within such five-year period, the Grantee shall pay to ESD, promptly upon ESD’s written demand therefor, the applicable amount indicated below.







Environmental Review:The City of Binghamton Planning Commission, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on November 22. 2016. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

Non-Discrimination and Contract & Supplier Diversity:ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Grantee shall be required to include minorities and women in any job opportunities created, to solicit and utilize MWBEs for any contractual opportunities generated in connection with the Project and to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal of 30% related



to the total value of ESD’s funding.

Statutory Basis – Restore NY Communities:

Land Use Improvement Project Findings

1. The area in which the project is to be located is a substandard or insanitary area, or is in danger of becoming a substandard or insanitary area and tends to impair or arrest sound growth and development of the municipality.The project is located in a blighted neighborhood and involves the demolition, of an abandoned and unusable lot which has been deemed by the City to arrest sound growth and development in the area.

2. The project consists of a plan or undertaking for the clearance, replanning, reconstruction and rehabilitation of such area and for recreational and other facilities incidental or appurtenant thereto.The project involves the demolition of a site that the City has included in its overall master development plan, Blueprint Binghamton Comprehensive Plan, which states a series of goals including “Improve the image of the City as an excellent place to do business” and “create strong neighborhood commercial hubs”





February 15, 2018

Binghamton (Southern Tier Region – Broome County) – Big Lots Plaza RESTORE IV – Restore NY Demolition – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Big Lots Plaza RESTORE IV Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *


D. City of Salamanca - Nies Block Capital – RESTORE IV (AB808) February 15, 2018


Grantee: City of Salamanca (the “City”)

Beneficiary: River Place Salamanca LLC

ESD Investment: A grant of up to $450,000 to be used for a portion of the cost of rehabilitation to the vacant Nies Block Building.

Project Location: 63-67 Main Street, Salamanca, Cattaraugus County

Proposed Project: Rehabilitation of the Nies Block Building for commercial and residential redevelopment to assist in the revitalization of Main Street in Salamanca

Project Type: Neighborhood Revitalization

Regional Council: The Western New York Regional Council has been made aware of this item. The project is consistent with the Regional Plan to transform and promote investment in Western New York communities.

Background:

Grantee History - The City of Salamanca, incorporated in 1913, spans approximately 6.2 square miles and lies on the Allegheny River. The majority of the City, with the exception of a northeastern spur along Great Valley Creek, was constructed on the Allegany Reservation of the Seneca Nation of Indians, making it the only U.S. city that was built on land leased from an Indian reservation. The City is not only an important hub of Seneca culture and history, but also has a rich industrial past, with logging, sawmills, and furniture manufacturing contributing to the City’s early growth, followed by railroads in the mid-19th century. The 20th century saw a decline in the railroad industry, and as a result Salamanca entered a period of economic transition marked by population and job loss. The 2010 U.S. Census reported 5,815 residents in the City, down from a peak of 8,861 in 1950.

During this time, some downtown buildings were lost to fire or neglect. In addition, businesses left Main Street and many storefronts, apartments remain vacant, even today, particularly south of the Allegheny River. Today the City of Salamanca is undergoing another economic transition, led by the 2007 opening of the Seneca Allegany Casino and subsequent hotel addition, which opened in 2012.

ESD Involvement – The City of Salamanca has been in a population decline with increasing poverty rates due in part to its unique location on the Allegany Reservation. Properties are being purchased by Native Americans of the Seneca Nation, which is


City of Salamanca - Nies Block Capital - RESTORE IV (AB808) February 15, 2018

leading to more properties being removed from the tax rolls, and a continuously declining tax base. The tax base cannot be increased to support the City’s Main Street restoration initiative, and private investment is limited. The City of Salamanca believes revitalization of its Main Street will be paramount to its success. In order to make the City’s vision a reality it applied for, and received, a $450,000 Restore NY IV award for rehabilitation of the first floor of the Nies Block building located on Main Street in the City in February 2017.

Past ESD Support – There has been no funding in the past five years to the Grantee.

The Project:

Completion – November 2018

Activity – The project will rehabilitate the vacant Nies Block Building. The building, located in the heart of the City’s business district, was an anchor for retail tenants but fell into disrepair in the late 1990’s. The last known retail tenants were a hardware store on the first floor, and offices on the second and third floors. Currently, the building is owned by Rural Revitalization Corporation, a non-profit, housing agency and has no retail tenants.

Work will be done to make essential improvements to the building envelop such as pointing, caulking, and power washing the façade to make the structure water tight. Water, electrical, mechanical, and heating, ventilation and air conditioning changes will also be required. The windows will be replaced to be energy efficient and practical for tenants while maintaining the integrity of the original building.

The first level of the building and its 8,150-square-feet of commercial space will be renovated to fit the needs of prospective retail tenants, including updates to entrances, doorways, facade, interior walls and ceilings, in an effort to attract viable businesses to locate on Main Street.

The upper floor interior common areas will be brought up to code for security, life and safety concerns, keeping the key historical elements that remain. This will include repointing of the exterior, electrical and plumbing work, installment of a fire suppression system, and redesigning the interior of the building. It is estimated that Less than 10% of Grant Funds would be used for upper floor common area improvements and restoration.

River Place Salamanca LLC will be the development company for this project, with the building renovations beginning in July of 2017, and the expected completion of the project in October of 2018.

Results – The Nies Block, built in 1900 is located adjacent to the Allegany River in the heart of Salamanca’s mostly abandoned business district. Its revitalization will serve as a catalyst



for further private investment and begin the initial transformation of the Main Street business district. Revitalizing this highly visible block will help create a river focused, commercially viable mixed use building, while retaining many aspects of its original character. The addition of commercial tenants will bring jobs and sales tax to the City, and draw people into the downtown Main Street area. The project will complement the Salamanca Antique Mall which is located diagonally from this property and has 250,000 visitors per year, providing another venue for shoppers.

Restore NY funds are critical to the success of this project.


*Source of equity is $50,000 from the developer- River Place Salamanca LLC.

Grantee Contact- The Honorable Michael Smith, Mayor225 Wildwood AvenueSalamanca, NY 14779Phone: (716) 945-3110 E-mail: [email protected]

Beneficiary Contact- Gary Marchiori, PresidentRiver Place Salamanca LLC6653 Main St.Williamsville NY, 14221716.632.1800 [email protected]

Project Team- Origination Angela RossiProject Management Michael HaltonContractor & Supplier Diversity Geraldine FordDesign & Construction Dennis Conroy Environmental Soo Kang

Financing Uses Amount Financing Sources Amount PercentConstruction/Renovation $430,000 ESD Grant $450,000 90%Infrastructure/Site Work 50,000 City Equity* 50,000 10%Soft Costs 20,000Total Project Costs $500,000 Total Project Financing $500,000 100%


mailto:[email protected]






3. The City will ensure the contribution of at least a 10% match of the grant amount to the Project.

4. Up to $450,000 will be disbursed to Grantee during the course of the project no more frequently than monthly, in compliance with ESD’s Design and Construction requirements, and in proportion to ESD’s funding share, assuming that all project approvals have been completed and funds are available. The final ten percent (10%) of the Grant shall not be disbursed by ESD until all of the tasks and reports required have been completed to ESD's satisfaction, total expenditures of $500,000 have been documented and project is complete as evidenced by a certificate of occupancy.

Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after October 3, 2016.



The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the transfer occurred. The Recapture Amount shall be



calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:






Design and Construction:ESD staff will review the project budget, plans, and specifications, along with the other documents that ESD may require for scheduled payment projects. Submission of Payment Requisitions to ESD will be made according to disbursement terms outlined in the Grant Disbursement Agreement.

Environmental Review:The City of Salamanca, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on September 22. 2016. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

Due to the site’s status as a contributing resource to the Salamanca Main Street Historic District, which is eligible for listing on the New York State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law (“Section 14.09”). No further consultation is required provided that approval under the Federal Rehabilitation Tax Credit Program is completed and all work follows the Secretary of the Interior’s Standards for Rehabilitation and the means and methods recommended in the National Park Service’s Preservation Briefs.

Non-Discrimination and Contract & Supplier Diversity:ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project.



The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprise (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.


1. The area in which the project is to be located is a substandard or insanitary area, or is in danger of becoming a substandard or insanitary area and tends to impair or arrest sound growth and development of the municipality.The project involves the rehabilitation of a vacant, residential building, which has been deemed by the City to arrest sound growth and development in the area.

2. The project consists of a plan or undertaking for the clearance, replanning, reconstruction and rehabilitation of such area and for recreational and other facilities incidental or appurtenant thereto.The project involves the rehabilitation of a site that the City has included in its overall master development plan that identifies the following objectives:

Continued support of existing businesses, historic preservation, building rehabilitation, and selective new construction to further revitalization; Attraction of new businesses, emphasizing a mixed-use development theme; Enhancement of connections between Main Street and adjacent traffic patterns; Upholding of design standards.





February 15, 2018

Salamanca (Western New York – Cattaraugus County) – Nies Block Capital – RESTORE IV – Restore New York Communities Initiative (Capital) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Nies Block Capital – RESTORE IV Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *


E. City of Gloversville – Gloversville CRG Building RESTORE IV (AB780) February 15, 2018


Grantee: City of Gloversville (“Gloversville” or the “City”)

ESD Investment: A grant of up to $425,000 to be used for a portion of the cost of construction, renovations and site work costs at the Fulton County Center for Regional Growth building (“CRG Building”)

Project Location: 34 West Fulton Street, Gloversville, Fulton County

Proposed Project: Rehabilitation of a commercial building in downtown Gloversville to create a business incubator facility to develop small start-up companies

Project Type: The rehabilitation of a commercial building in the heart of the downtown as part of the City’s Comprehensive Plan and the City’s Downtown Redevelopment Plans

Regional Council: The Mohawk Valley Regional Council has been made aware of this item. The project is consistent with the Regional Plan to revitalize downtowns and support business growth and workforce expansion.

Background:

Grantee History – The City of Gloversville is located about 50 miles west of Albany, between the Mohawk River to the south, and the Adirondack Mountains to the north. The City is the largest municipality in Fulton County, and its origins can be traced to the confluence of Indian trails, which were settled by Scottish and German immigrants. The early community developed along the banks of the Cayadutta Creek, and the area became a center for early trading and Indian administrative affairs. Leather tanning and glove making evolved later in the 19th century, becoming the primary economic base for the area, and the City became known as the glove manufacturing capital of the world.

Since 1950, a decline in leather production, environmental problems, competition from foreign markets, and relocation of businesses to southern states has all combined to create a devastating impact on the local economy. Correspondingly, there has been a decline in commercial activity and deterioration of the City’s housing stock. In recent years, the City has made great efforts to revitalize and diversify its economic base, as well as to improve the condition of its housing stock, with a focus on the downtown areas.

ESD Involvement – In February 2015 the City adopted a Comprehensive Plan that identified seven goals that set the direction for policies and action items, including the


City of Gloversville – Gloversville CRG Building RESTORE IV (AB780) February 15, 2018

continued development, restoration and diversification of land uses in the city’s downtown. The CRG Building was previously owned by OHM Laboratories, who moved out in the fall of 2011. The Fulton County Center for Regional Growth, Inc. (“CRG”) negotiated to take over the vacant facility and now owns and will oversee the redevelopment. The CRG Building is a part of the larger downtown revitalization strategy to identify underutilized buildings in the downtown area and put them back into productive use. In September 2016 the City applied under the Round 4 Restore NY program to bridge a financing gap in rehabbing the building. They were awarded assistance in February 2017. Restore funds are critical to the success of the project.

CRG was also awarded a $300,000 senate sponsored grant to assist with funding the revitalization the building, which was approved by ESD’s Board of Directors on September 19, 2017. The $300,000 grant is part of the larger project to rehabilitate the facility to establish a small business incubator in downtown Gloversville.





Purpose

Restore New York Communities

Initiative – Round II W076 $534,000 June 28, 2011 April 10, 2015

Capital Grant – South Main Street Redevelopment.

The Project:

Completion – September 2019

Activity - The Restore NY project will serve to revitalize downtown Gloversville through the rehabilitation of the CRG Building, a 37,250-square-foot commercial building, into a business incubator facility to promote start-up companies. The incubator will create at least 30 jobs, reduce vacancy, and improve the appearance of a prominent building to stimulate urban revitalization and economic growth into the downtown. Fulton County Center for Regional Growth, Inc. owns the building and will be the developer of the project.

Results – Renovation of a commercial building in the center of the downtown that will be used as a small business incubator facility. Startup companies will be identified through a



marketing and outreach plan to make such companies aware of the opportunity. Companies will then be selected based on financial need, evaluation of business plan, and potential of business. The building improvements will improve the appearance of the downtown area and put a building into productive use and create jobs. Restore NY funds are critical to the success of this project.

*Source of equity is $50,000 from National Grid grant

Grantee Contact- Dayton King, Mayor3 Frontage RoadGloversville, NY 12078Phone: (518) 773-4500 E-mail: [email protected]

Project Team- Project Management Anna FranziniContractor & Supplier Diversity Danah AlexanderDesign & Construction Joe Macaluso Environmental Soo Kang




3. The City will ensure the contribution of at least a 10% match of the grant amount to the Project.

4. Up to $425,000 will be disbursed to Grantee for eligible construction and renovation costs during the course of the project no more frequently than quarterly, in proportion to ESD’s funding share, and in compliance with ESD’s Design and Construction requirements, assuming that all project approvals have been completed and funds are available. The final ten percent (10%) of the Grant shall not be disbursed by ESD until

Financing Uses Amount Financing Sources Amount PercentConstruction/Renovation $458,000 ESD Grant-AB780 $425,000 55%Infrastructure/Site Work 150,000 ESD Grant-AB019* 300,000 39%Architectural/Engingeering/Soft Costs 100,000 National Grid -Grant 50,000 6%Working Capital 67,000Total Project Costs $775,000 Total Project Financing $775,000 100%




all of the tasks and reports required have been completed to ESD's satisfaction, total expenditures of $775,000 have been documented and project is complete as evidenced by a certificate of occupancy. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after October 3, 2016 to be considered reimbursable project costs. Previously expended funds may be applied toward match requirements retroactive to June 23, 2006, when the Restore New York Legislation was enacted.











Design and Construction:Submission of Payment Requisitions to ESD will be made according to the design and construction disbursement terms outlined in the Grant Disbursement Agreement. ESD reserves the right to inspect the project site to insure compliance of these terms and monitor project progress.

Environmental Review:Pursuant to the State Environmental Quality Review Act (“SEQRA”), Article 8 of the Environmental Conservation Law and its implementing regulations (6 NYCRR Part 617), and in connection with the approval of funding for the proposed project, the Directors made a Determination of No Significant Effect on the Environment at their meeting of September 19, 2017. This determination addressed all aspects of the proposed project. Therefore, no further environmental review is required in connection with this action.

Due to the building's eligibility inclusion in the New York State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law (“Section 14.09”). The project is in compliance with Section 14.09.

Non-Discrimination and Contract & Supplier Diversity ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Grantee shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprises (“MWBEs”) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the total value of ESD’s funding.


1. The area in which the project is to be located is a substandard or insanitary area, or is in danger of becoming a substandard or insanitary area and tends to impair or arrest sound growth and development of the municipality.The project is located in a blighted neighborhood and involves rehabilitation of a commercial building in downtown Gloversville.




The project involves the rehabilitation of a site that the City has included in its overall master development plan for putting vacant and underutilized buildings in the downtown area back into productive use.




Ausable - RESTORE III - Ausable Horse Nail Company ComplexAusableClinton County


C. Big Lots Plaza RESTORE IVBinghamton, Broome County

A. City of Fulton Gateway RESTORE IVFulton, Oswego County

D. Salamanca - Nies Block Capital- RESTORE IV Salamanca, Cattaraugus County

B. Gowanda Hollywood Theater RESTORE IVGowanda, Cattaraugus County

Restore New York Communities Initiative Project Map

E. Gloversville CRG Building RESTORE IVGloversville, Fulton County



TO: The Directors


SUBJECT: Non-Discretionary Projects

REQUEST FOR: Findings and Determinations Pursuant to Section 10(g) of the Act; Adoption of General Project Plans; Authorization to Make Grants and to Take Related Actions; Determination of No Significant Effect on the Environment

______________________________________________________________________________

Attached is the summary of the projects sponsored by the New York State Executive and Legislative branches:

Project Name Proj # Grantee Assistance up toExecutive (Transformative Investment Program)

A Brookhaven National Labs Cryo-EM Capital AC582 Brookhaven National Laboratory $15,000,000

Assembly (Local Assistance)

BCenterState Corporation for Economic Opportunity Working Capital

AC158 CenterState Corporation for Economic Opportunity

$400,000

TOTAL NON-DISCRETIONARY – 2 PROJECTS

TOTAL $15,400,000

I. Statutory Basis

The project was sponsored by the Executive, Assembly or Senate, and was authorized or reappropriated in the 2017-2018 New York State budget. No residential relocation is required as there are no families or individuals residing on the site(s).

II. Environmental Review

Unless otherwise noted on a project summary, ESD* staff has determined that the projects constitute Type II actions as defined by the New York State Environmental Quality Review Act and the implementing regulations for the New York State Department of Environmental Conservation. No further environmental review is required in connection with the projects.


* The New York State Urban Development Corporation doing business as the Empire State Development Corporation ("ESD" or the "Corporation")

III. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority and women-owned businesses in the performance of ESD contracts. Accordingly, ESD’s Non-discrimination and Contractor & Supplier Diversity policy will apply to the projects. Unless otherwise specified in the project summary, Grantees shall use their Good Faith Efforts to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal of 30% related to the total value of ESD’s funding. This shall include a Minority Business Enterprise (“MBE”) Participation goal of 15% and a Women Business Enterprise (“WBE”) Participation goal of 15%. Grantees shall use Good Faith Efforts to solicit and utilize MWBEs for any contractual opportunities generated in connection with the projects and to include minorities and women in any job opportunities created by the projects.

IV. ESD Employment Enforcement Policy

Unless otherwise noted on a project summary, the ESD Employment Enforcement Policy will not apply since the projects will not directly create or retain jobs.

V. ESD Financial Assistance Subject to Availability of Funds and Additional Approval


VI. Additional Requirements

Pursuant to direction received from the New York State Office of the Attorney General (“OAG”), individual project summaries may be subject to comment and approval by the OAG.

Due diligence has been exercised by ESD staff in reviewing information and documentation received from grantees/borrowers and other sources, in preparation for bringing projects to the ESD Directors for approval. The due diligence process also involves coordination with a number of external constituents, including the OAG, and grantees/borrowers have provided ESD with the required Disclosure and Accountability Certifications.

Also, pursuant to s.2879-a of the Public Authorities Law, the Office of the State Comptroller (“OSC”) has notified the Corporation that it will review all grant disbursement agreements (“GDAs”) of more than one million dollars ($1 million) that are supported with funds from the Community Projects Fund (“007”). Such GDAs, therefore, will not become valid and enforceable unless approved by the OSC. A clause providing for OSC review will be included in all GDAs that are subject to such approval.


VII. Additional Submissions to Directors

ResolutionsProject SummariesNew York State Map


February 15, 2018

Transformative Investment Program – Findings and Determinations Pursuant to Section 10(g) of the Act; Adoption of the Proposed General Project Plans; Authorization to Make Grants and to Take Related Actions

______________________________________________________________________________

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Brookhaven National Labs Cryo-EM Capital Project (the “Project”), the Corporation hereby determines pursuant to Section 10 (g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area(s); and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to a make grant to the party and for the amount listed below from Transformative Investment Program, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the Corporation does hereby adopt, subject to the requirements of Section 16(2) of the Act, the proposed General Project Plans (the “Plans”) for the applicable Projects included in these materials, together with such changes therein as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate, copies of which Plans, together with such changes, shall be maintained with the records of the Corporation; and be it further

RESOLVED, if applicable, that upon further written finding that no substantive negative testimony or comment has been received at the public hearings held on the Plans, such Plans shall be effective at the conclusion of such hearings, and that upon such written findings being made, staff is authorized to make a grant to the parties and for the amounts listed below from Transformative Investment Program, for the purposes, and substantially on the terms and conditions, set forth in these materials; and be it further


RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable; (2) receipt of all other necessary approvals; and (3) receipt of funds


Transformative Investment Program-Executive – Project Summary Table

Project Name Proj # Grantee Assistance up toExecutive (Transformative Investment Program)

A Brookhaven National Labs Cryo-EM Capital AC582 Brookhaven National Laboratory $15,000,000

TOTAL $15,000,000

and be it further


* * *


February 15, 2018

Local Assistance – Findings and Determinations Pursuant to Sections 10(g) of the Act; Authorization to Make A Grant and to Take Related Actions

______________________________________________________________________________

RESOLVED, that on the basis of these materials, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Local Assistance Project identified below (the “Projects”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area(s); and be it further

RESOLVED, that the Corporation is authorized to make a grant to the parties and for the amounts listed below from the Local Assistance program, for the purposes, and substantially on the terms and conditions, set forth in these materials, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

RESOLVED, that the provision of ESD financial assistance is expressly contingent upon: (1) the approval of the Public Authorities Control Board, if applicable, and (2) receipt of all other necessary approvals; and (3) receipt of funds

Local Assistance – Assembly – Project Summary Table

Project Name Proj # Grantee Assistance up toAssembly (Local Assistance)

BCenterState Corporation for Economic Opportunity Working Capital

AC158 CenterState Corporation for Economic Opportunity

$400,000

TOTAL $400,000

and be it further

RESOLVED, that appropriate staff of the Corporation be, and they hereby are, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *


A. Brookhaven National Labs Cryo-EM Capital (AC582) February 15, 2018


Grantee: Brookhaven Science Associates, LLC (“BSA” or the “Company”)

Beneficiary: Brookhaven National Laboratory (“BNL”)

ESD Investment: A grant of up to $15,000,000 to be used for construction of a new building and purchase of two microscopes for the Cryo-EM project


Project Location: 40 Brookhaven Avenue, Upton, Suffolk County

Proposed Project: Construction of a building at Brookhaven National Laboratory to house newly purchased, state-of-the art, electron microscope instruments for study of molecular structure

Project Type: Infrastructure facility development and research expansion

Regional Council: The Project is consistent with the Long Island Regional Economic Development Council’s Plan to create an innovation economy, based on research, development and manufacturing.

Background:

Industry - Research Institution

Company History - Brookhaven Science Associates, LLC established as a partnership between Battelle Memorial Institute and The Research Foundation of the State University of New York, acting on the behalf of SUNY Stony Brook University (“SBU”). BSA’s sole purpose is to manage and operate BNL under a contract with the U.S. Department of Energy.

Established in 1947, Brookhaven National Laboratory originated as a nuclear science facility. Today, BNL is a multi-purpose laboratory with focus in the physical and energy sciences; and additional expertise in biological and climate sciences, energy technologies and national security. BNL has been an economic engine for Eastern Long Island and the New York metropolitan area. Its research facilities have been a magnet for technological development with participation of researchers from academia and industry from all over the United States and the world.


Brookhaven National Labs Cryo-EM Capital (AC582)February 15, 2018

8

Ownership - BSA is a limited liability company.

Size - All facilities are located in Long Island, NY.

Market - Commercial, industrial and residential energy consumers.

ESD Involvement – An appropriation of $15 million was made in the 2015-2016 New York State budget which committed $15,000,000 to Brookhaven National Laboratory to support the Cryo-EM project. In order to commence the project, BNL is requesting an advance of funds for the procurement of two state-of-the-art electron microscopes. BNL is under contract to the U.S. Department of Energy (“DOE”) and because it resides on a federally owned site, needs to demonstrate to the satisfaction of DOE that funds are secure for the complete execution of procurement contracts.

The $15 million in funding assistance will be used for two primary items:

Facility Development: BNL will invest in the construction of a new facility specifically designed to house cryo-electron microscopes. The approximately 6,000-square-foot building is expected to include areas for mechanical facilities and controls, and with future capability for installation of up to four microscopes. The new building will be physically connected to the existing National Synchrotron Light Source II (“NSLS-II”) facility.

Cryo-Electron Microscopes: BNL will procure two state-of-the-art cryo-electron microscopes for the facility. Currently cryo-electron microscopy and its application to Bio-Molecular Structure solution is a field ripe with opportunity. BNL is well positioned to establish a leading role in this field through the Cryo-EM facility and its proximity to the recently completed NSLS-II facility. The NSLS-II is currently the brightest synchrotron facility in the world and has just commissioned three, world leadership class beamlines for the purpose of addressing some of the most difficult and pressing problems in the life sciences. The beamlines are precision x-ray instruments for solving biomolecular structures. The techniques they utilize largely rely on the preparation of crystalline samples to address problems ranging from fundamental research to supporting development of pharmacological agents that could become the ‘wonder-drugs’ of tomorrow. However, the impact of the beamline research is limited if the samples crystallize only poorly or not at all. Advanced Cryo-electron microscopy techniques are recognized as the means to correct this flaw.

Advanced Cryo-electron microscopy is growing rapidly with competition to establish capabilities and centers for the solution of the full suite of bio-molecular structural problems. The Cambridge Pharmaceutical Cryo-EM Consortium in the United Kingdom led by five pharmaceutical companies is an example of commercial interest partnership.

The Cryo-EM project will have a screening cryo-electron microscope, which has the purpose of training users in various techniques, as well as preselecting samples that could be productively



9

examined on the projects high resolution cryo-electron microscope. In this way the load on the high performance microscope is for samples with the greatest likelihood of providing useful data. The scheme also means the users of the high performance instrument are better-educated and more likely to make effective use of the time they obtain.

Because BNL, as a Department of Energy National Laboratory and component of the U.S. Federal Government, does not have access to private financial markets for debt or equity based investments, NYS investment in the Cryo-EM project is critical to its success.

Competition - N/A

Past ESD Support - ESD funding to the Grantee is summarized in the following chart:



Date End(Project Completion:

Contract Expiration or Job Requirement)

Purpose

Economic Development Purpose Fund

X728 $320,000 July 18, 2013 June 2016 Working Capital –STEM Hub project

Economic Development Purpose Fund

X871 $350,000 November 18, 2013 April 2018 Capital – Smart

Grid

Regional Council Capital Fund – RC I X628 $1,700,000 November 18,

2013 April 2018 Capital – Smart Grid

Transformative Economic

Development Program

AA289 $15,000,000 April 21, 2016 December 31, 2022 Capital – BNL Big Data Science

The Project:

Completion - February 2020

Activity – BNL will construct a new building at its national laboratory which will be specifically be designed to house two, newly acquired, electron microscopes.

Results - The Cryo-EM project is a significant opportunity for BNL and the State of New York to play a leadership role in this field. New York State’s investment will capitalize on the scientific strength as well as attracting continued and expanded support for scientific research and operation through partnerships with other entities.



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Grantee Contact- Erick Hunt, Manager, Research Partnerships40 Brookhaven AvenueUpton, New York 11973-5000Phone: (631) 344-2103E-mail: [email protected]

Project Team- Project Management Javier Roman-MoralesContractor & Supplier Diversity Danah AlexanderDesign & Construction Joseph MacalusoEnvironmental Soo Kang



2. The Grantee will demonstrate no materially adverse changes in its financial condition prior to closing.

3. Up to $15,000,000 will be disbursed to the Grantee in two installments as follows:a) An Initial Disbursement of $9,800,000 will be disbursed to the Grantee upon

receipt of the executed Grant Disbursement Agreement. This initial disbursement will provide funding for the full obligation of the procurement of the cryo-electron microscopes. The payments against the obligated funds will be phased according to the negotiated procurement contract, and reported to ESD;

b) A Final Disbursement of $5,200,000 will be disbursed to the Grantee upon the successful award of the cryo-electron microscopes procurement contract. These funds, along with any prior unobligated balance from the Initial Disbursement will

Financing Uses Amount Financing Sources Amount PercentConstruction including Overhead Costs

$5,200,000 ESD Grant $15,000,000 100%

Equipment including Overhead Costs

$9,800,000

Total Project Costs $15,000,000 Total Project Financing $15,000,000 100%



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be utilized for the construction of the building to house the high performance microscope, as well as for the management and oversight of the project through to its completion. Prior to release of funds, a copy of the microscope procurement contract, along with records detailing any applicable unobligated funds must be provided.

Expenses must be incurred on or after April 1, 2015 the date that the New York State budget, in which the project is authorized, was passed, to be considered eligible project costs.

ESD reserves the right to require additional documentation to track progress of the project.

4. Budget and Expense reports drawing from the advances will be provided to ESD on a monthly basis to demonstrate progress in attainment of the objectives of the Project.


Environmental Review:ESD staff has completed an environmental review pursuant to the requirements of the State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. This review determined the project to be an Unlisted Action, which would not have a significant effect on the environment. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

Non-Discrimination and Contractor & Supplier Diversity:Pursuant to New York State Executive Law Articles 15-A and 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified Minority-and Women-Owned Business Enterprises (“MWBEs”) and Service Disabled Veteran-Owned Businesses (“SDVOBs”) in the performance of ESD projects. ESD Office of Contractor and Supplier Diversity have reviewed the project and have determined that there exists no potential for MWBE and SDVOB participation. As such, participation goals will not be established or required for this project.

Design and Construction:Submission of Payment Requisitions to ESD will be made according to the design and construction disbursement terms outlined in the Grant Disbursement Agreement. ESD reserves



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the right to inspect the project site to insure compliance of these terms and monitor project progress.

Statutory Basis - Transformative Investment Program:The project was authorized in the 2015-2016 New York State budget and reappropriated in the 2016-2017 and 2017-2018 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.



February 15, 2018

Upton (Long Island Region – Suffolk County) – Brookhaven National Labs Cryo-EM Capital – Transformative Investment Program (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Brookhaven National Labs Cryo-EM Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *


B. CenterState Corporation for Economic Opportunity Working Capital (AC158) February 15, 2018

Grantee: CenterState Corporation for Economic Opportunity (“CenterState CEO” or the “Organization”)

ESD Investment: A grant of up to $400,000 for program costs

Project Location: Central New York Region – Onondaga, Oswego, Cayuga, Madison and Cortland Counties

Proposed Project: Funds will be used to support economic development programs, including business attraction and retention; export development; support key Upstate Revitalization Initiatives, such as Unmanned Aircraft Systems, and Regional Economic Development Council staffing and support

Project Type: Working Capital

Regional Council: The Central New York Regional Economic Development Council has been made aware of this item.

Background:

Industry – Economic Development

Organizational History – The Metropolitan Development Association of Syracuse and Central New York, Inc. (“MDA”) established in 1959 was a private, not-for-profit corporation representing the business leadership of the Central New York region (the “Region”). It carried out a number of functions and activities, including economic development, downtown and neighborhood redevelopment, regional strategic planning, and real estate management. In 2003, working with two national consulting firms, Battelle Memorial Institute in Cleveland, Ohio and Catalytix, Inc. in Pittsburgh, Pennsylvania, MDA developed “The Essential New York Initiative,” a comprehensive strategy for a twelve-county region that provided the framework for the eventual mission of CenterState Corporation for Economic Opportunity.

In 2010, members of the MDA and the Greater Syracuse Chamber of Commerce voted to create a formal partnership between them to form CenterState CEO to serve as the primary economic, community, and business development catalyst in the twelve-county Central Upstate New York region. With more than 2,000 members, the CenterState CEO works with its member companies, non-member firms, universities and colleges, and public sector planning and development entities in the Region.

Ownership – CenterState CEO is a not-for-profit corporation.


CenterState Corporation for Economic Opportunity Working Capital (AC158) February 15, 2018

Size – All facilities located in Syracuse, NY.

ESD Involvement – A $400,000 appropriation was included in the FY 2017-2018 New York State budget.

Past ESD Support - Funding for the past five years to the Grantee, totaling $13,837,000 million, is summarized in the following chart:




Purpose

Local Assistance W679 $600,000 March 25, 2010 December 31, 2014Working Capital –

Business Assistance Program

Community Projects Fund W680 $71,000 September 14,

2010 October 10, 2014

Working Capital – Economic

Development Promotion

Community Projects Fund W678 $250,000 June 28, 2011 December 31, 2015

Working Capital – Development of environmental

technology

Local Assistance W392 $71,000 October 20, 2011 September 30, 2015Working Capital –

Economic Development Plan

Economic Development

Purposes FundY450 $100,000 June 27, 2013 December 31, 2015 Working Capital -

Tourism

CNY Branding Working Capital Z171 $370,000 August 27, 2014 December 31, 2015

Working Capital – Destination Branding

Campaign

Local Assistance Z327/Z333 $800,000 January 15, 2015 December 31, 2017Working Capital –


Local Assistance Z550 $200,000 May 18, 2015 December 31, 2017 Working Capital - Tourism

Market NY Z775 $375,000 October 15, 2015 December 31, 2018 Working Capital – Brand Campaign

Local Assistance AA140 $400,000 April 21, 2016 December 31, 2017Working Capital –




Local Assistance AA158 $600,000 October 20, 2016 December 31, 2018 Working Capital – Workforce Initiative


Purposes FundAA197 $5,000,000 August 20, 2015 December 31, 2018 Working Capital –

GENIUS NY

Local Assistance AB018 $400,00 January 23, 2017 December 31, 2019Working Capital –


Upstate Revitalization

Initiative Round 1AB953 $5,000,000 December 21,

2017 December 31, 2019 Capital & Working Capital – GENIUS NY

The Project:


Activity – Funding will be used for staffing support in three broad categories:

a) CenterState CEO’s economic development projects and programs – the recruitment of new companies, the expansion of existing employers and the retention of firms with business challenges, and the development and implementation of programs providing growth opportunities for companies across a spectrum of industry sectors;

b) Export Development Assistance – the continued management of a comprehensive export plan in conjunction with the Central New York International Business Alliance (“IBA”);

c) Regional Economic Development Council (“REDC”) support – conduct public outreach, identify competitive projects and assist firms in completing the required Consolidated Funding Application, prepare, edit and update the REDC strategy document, help evaluate proposals and following up with priority project designees to ensure compliance with award conditions. This will include participating in and coordinating working groups or committees responsible for the implementation of the recently awarded Upstate Revitalization Initiative (“URI”) funds in coordination with the REDC, ESD and the Governor’s office;

d) Develop and implement a comprehensive and strategic business attraction program targeted nationally and internationally at unmanned aircraft system (UAS) companies. This will include marketing in the region, identifying the most likely company prospects, making connections to key decision makers,



responding quickly and efficiently to requests for information and assistance, assembling site building location packages, and working with ESD to develop economic incentive packages tailored to each company.

Results – As a result of this project, jobs will be indirectly created and retained impacting the profitability and success of member companies, and attract and retain an educated and skilled workforce benefiting the Central New York Region.

Upon completion of the project, the Grantee will furnish a final report describing the impact and effectiveness of the project.

Grantee Contact - Robert M. Simpson, President115 West Fayette StreetSyracuse, NY 13202Phone: (315) 470-1800 E-mail: [email protected]

Project Team - Project Management Anna FranziniContractor & Supplier Diversity Edwina TelemaqueEnvironmental Soo Kang



2. Up to $400,000 will be disbursed to Grantee no more frequently than quarterly, as described in these materials; assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of a Payment Requisition Form together with such supporting documentation* as ESD may require. All project expenditures must have been incurred after April 1, 2017, the date that the New York State budget, in which the project was authorized, was passed. The final ten percent (10%) of the Grant shall not be disbursed by ESD until all of the tasks and reports required have been completed to ESD’s satisfaction.

3. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $400,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no

Financing Uses Amount Financing Sources Amount PercentSalary and Fringe $400,000 ESD Grant $400,000 100%Total Project Costs $400,000 Total Project Financing $400,000 100%



event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

Non Discrimination and Contractor & Supplier Diversity:ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Grantee shall be required to include minorities and women in any job opportunities created, to solicit and utilize MWBEs for any contractual opportunities generated in connection with the Project and to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal of 30% related to the total value of ESD’s funding.

Statutory Basis – Local Assistance:The funding was authorized in the 2017-2018 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.



Non-Discretionary Project Map

A. Brookhaven National Labs Cryo-EM Capital Upton, Suffolk County

B. CenterState Corporation for Economic Opportunity Working Capital Central NY Region



TO: The Directors


SUBJECT: Binghamton, NY (Southern Tier Region – Broome County) – SUNY Broome – Culinary Arts Center (the “Project”)

REQUEST FOR: Findings and Determinations Pursuant to Sections 12 and 10(g) of the New York State Urban Development Corporation Act, as Amended (the “Act”); Authorization to Prioritize and Approve the Project, Adopt and Ratify Empire State New Market Corporation (“ESNMC”) Board Findings and General Project Plan; Determination of No Significant Effect on the Environment and Take Related Actions

I. New Markets Tax Credit (“NMTC”) Program Background and New York State Urban Development Corporation d/b/a Empire State Development (“ESD”) Role

The NMTC program, enacted in 2000, offers a non-refundable tax credit intended to encourage private capital investment in low-income communities. The U.S. Department of the Treasury’s Community Development Financial Institutions Fund (the “CDFI Fund”) allocates NMTCs under a competitive application process. Investors who make qualified equity investments (“QEIs”) in community development entities (“CDEs”) reduce their federal income tax liability by claiming the NMTC. The tax credit value is 39% of the cost of the QEI and is claimed over a seven-year credit allowance period.

CDEs, such as ESNMC, apply to the CDFI Fund for an allocation of NMTCs. After an award of NMTC allocation, the CDE uses subsidiary CDEs to attract private equity investors who make QEIs in the subsidiary CDEs in order to claim the NMTCs. The subsidiary CDE then makes loans or equity investments in qualified businesses that are located in low-income communities. These loans and/or equity investments are made on better rates and terms than market. Through the NMTC program, $50.5 billion in NMTCs have been awarded to CDEs across the country since inception.

ESNMC, a subsidiary of ESD, received its first allocation of NMTCs in 2009 in the amount of $30 million. All of this initial allocation has been deployed in two NMTC projects. ESNMC recently received a second allocation in the amount of $55 million in the 2015-2016 round of the NMTC program (the “Allocation”). ESNMC has used $11 million of this recent Allocation in connection with the National Comedy Center transaction, which closed in April 2017.


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Although the ESNMC board of directors (the “ESNMC Board”) approves projects for NMTC purposes, the New York State Urban Development Corporation Act (the “ UDC Act”) requires the ESD board of directors to separately determine that any such projects would otherwise be approved by ESD and demonstrate one or more goals detailed below.

II. ESNMC Project Authorization

On February 14, 2018, the ESNMC Board adopted a General Project Plan for the restoration of the historic Carnegie Library building, located in a highly distressed area of downtown Binghamton, NY, into a culinary school (the “Project”) and authorized the related sub-allocation of NMTCs:

Amount Project Sponsor Up to $5,500,000 SUNY Broome Community College (“SUNY Broome”)

The NMTC sub-allocation will be used for a portion of the cost of certain non-real estate costs for the Project, including machinery and equipment, related installation, soft and transaction closing costs, as well as working capital. The ESNMC Board also authorized the President of ESNMC or his designee(s), in the name of ESNMC, or as managing member of a subsidiary CDE, to negotiate, issue, execute and deliver any and all necessary transaction documents to close the Project.

III. Project Impact Summary

Completion: May 2019

Activity: Upon completion of the Project, SUNY Broome will create a program that provides low-income students a pathway into culinary careers and allow students enrolled in other SUNY Broome programs to take classes that would further enhance their education. In essence, this program will serve as a workforce development program with access to internships and jobs after graduation, will eliminate blight, and will preserve a local historic landmark.

Results: This Project is estimated to create approximately 10 new local FTE jobs. These jobs include 9 new local full-time jobs and 2 new local part-time jobs (1 FTE). In addition, this Project is estimated to create 19 FTE construction jobs of which 17.5 FTEs will be local and 6.5 FTEs will be low-moderate income individuals.

It is anticipated that between 250 - 275 full-time students annually will take courses to varying degrees through the Culinary Arts Center (the “CAC”) that will be developed as part of the Project. SUNY Broome believes that 65% of the students that CAC will serve will be low-income students (i.e. those with median household incomes of less than 80% of the NYS median income). These figures include approximately 130 students (approximately 85 of them being low-income students) graduating with a new degree offered through the CAC


3

(Culinary Arts, Associate of Occupational Studies) and the remainder taking courses in the CAC while pursuing degrees/certificates from other SUNY Broome programs.

The Project involves the adaptive reuse and historic preservation of an existing building and is located within short walking distance to public transit bus stops. The building will be renovated in accordance with the State Historic Preservation Office (SHPO) standards, and is expected to follow LEED Silver standards. The Project is also expected to take advantage of the New York State Energy Research and Development Authority (NYSERDA) energy efficiency programs that help assure informed decisions are made about designing and renovating a sustainable building and purchasing energy efficient equipment.

Detailed Project and Financing information can be found in the attached ESNMC Board materials.

IV. Statutory Basis and Findings

Section 45D of the Internal Revenue Code, Section 10(g) and Sections 12 and 16(2) of the UDC Act. As noted above, the NMTC program, enacted in 2000, offers a non-refundable tax credit intended to encourage private capital investment in low-income communities. The Project will comply with all applicable NMTC program requirements. ESD is required to approve the Project (as described herein and in the attached ESNMC Board materials) and ESNMC will comply with applicable federal tax laws and consummate the transaction.

New York State legislation requires ESD to select and prioritize projects demonstrating one or more of the following goals (“Goals”): (a) creating or retaining jobs in low income communities; (b) increasing the provision of goods and services for low income community residents which would otherwise not be available at the same price or quality; (c) supporting minority and women owned or controlled businesses; (d) expanding housing opportunities for low income community persons; (e) supporting environmentally sustainable outcomes; and (f) supporting efforts that otherwise benefit low income community residents by leveraging further investment in their communities. The Project has been selected as meeting the Goals outlined in (a), (e) and (f) based on the anticipated community impacts described in the Results section above.

In April 2011, the UDC Act was amended to assist ESNMC’s participation in the NMTC program; in addition to setting the Goals noted above, the statute requires that projects “be limited to projects that would be authorized under this Act and shall be subject to approval by the Board of the Urban Development Corporation.”

By adopting the ESNMC General Project Plan, finding the Project achieved one or more of the Goals and making all other required findings, including conducting a hearing and environmental review, this Project would be authorized by the UDC Act and, further, this Project is consistent with the Mission Statement of ESD.


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V. Past ESD Support

The Project was awarded approximately $2.2 million of Round 4 REDC grant funds and was recently awarded another grant in the approximate amount of $3.3 million to cover additional Project costs.


Pursuant to New York State Executive Law Articles 15-A and 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority-and women-owned business enterprises (MWBEs) and service disabled veteran owned businesses (SDVOBs) in the performance of ESD projects. The Office of Contractor and Supplier Diversity has reviewed the Project and has determined that MWBE and SDVOB participation goals need not be applied to this Project.

VII. Environmental Review

The City of Binghamton Planning Commission, as lead agency, has completed an environmental review of the proposed Project pursuant to the requirements of the State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. This review found the Project to be a Type I Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on January 6, 2017. ESD staff on behalf of ESNMC reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.

Due to the building's inclusion in the New York State and National Registers of Historic Places, ESD staff on behalf of ESNMC has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law (“Section 14.09”). The Project is in compliance with Section 14.09.

VIII. Requested Action

The Directors are requested to make findings and determinations to prioritize and approve the Project, adopt and ratify ESNMC Board findings and General Project Plan, make a Determination of No Significant Effect on the Environment and take related actions.

IX. Additional Submissions to Directors

Resolutions New York State MapProject Finance Memorandum ESNMC Board Materials


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February 15, 2018

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Binghamton (Southern Tier Region – Broome County) – SUNY Broome Culinary Arts Center (“Project”) – Findings and Determinations Pursuant to Sections 12 and 10(g) of the New York State Urban Development Corporation Act, as Amended (the “Act”); Authorization to Prioritize and Approve the Project, Adopt and Ratify Empire State New Market Corporation (“ESNMC”) Board Findings and General Project Plan; Determination of No Significant Effect on the Environment and Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, copies of which are hereby ordered filed with the records of the New York State Urban Development Corporation d/b/a Empire State Development (the “Corporation”), relating to the Project, the Corporation hereby selects and approves the Project, in accordance with the requirements of Section 12 and 10(g) of the Act, based on the proposed ESNMC General Project Plan (the “GPP”) for the Project submitted to this meeting, together with such changes therein as the ESNMC President or his designee(s) may deem appropriate, a copy of which GPP, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that, in accordance with Section 16(2) of the Act, upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the GPP, such GPP shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to approve the Project, including the allocation of $5,500,000 of NMTCs, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer of the Corporation or his designee(s) may deem appropriate; and be it further

RESOLVED, that pursuant to Section 10(g) of the Act, that there are no families or individuals to be displaced from the Project area; and be it further

RESOLVED, that the President and Chief Executive Officer or his designee(s) be and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions; and be it further

RESOLVED, that any actions previously taken by the Corporation in furtherance of the actions authorized herein are hereby ratified and approved.

RESOLVED, that based on the material submitted to the Corporation with respect to the Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *



TO: The Directors


SUBJECT: New York State Innovation Venture Capital Fund (“NYSIVCF”)

REQUEST FOR: Authorization of an Investment of NYSIVCF Funds in Bizodo, Inc. d/b/a SeamlessDocs

I. Project Summary

Awardees: Bizodo, Inc. d/b/a SeamlessDocs (the “Company”)

Amount: Up to $500,000 in Preferred Equity

Project Location: New York, NY

AnticipatedFunding Source: The liquid assets held by ESD for NYSIVCF

ESD Project No.: AA817

Project Team: Origination Brian KeilProject Management Brian Keil, Lindsay AvaglianoLegal Craig AlfredContractor & Supplier Diversity N/AEnvironmental Soo Kang

II. Background

Pursuant to its authorizing legislation, the NYSIVCF may invest up to $100 million in eligible seed and early stage small businesses located in, or that in writing agree to be located in, New York State that (i) have the potential to generate additional economic activity in the State and (ii) are working in emerging technology fields or are achieving, or have the potential to achieve, technological advances, innovation, transformation or development. The target portfolio companies demonstrate a potential for substantial growth and job development, and have the potential to generate additional economic activity in the State.


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The NYSIVCF also provides funding for the Technology Commercialization fund of funds supporting pre-seed investment opportunities throughout the State. The NYSIVCF is part of a larger equity investment strategy that includes the Innovate NY Fund, a $45 million fund of funds that invests in seed stage equity opportunities.

Past State Support for SeamlessDocs

The Company received State support through a $1,750,000 investment by the NYSIVCF into the Company’s Series B financing in March 2016.

Project Status

SeamlessDocs, a company based in New York City, is a software-as-a-service platform that converts outdated paper forms and PDF-based documents into user-friendly, interactive online processes. SeamlessDocs’ online cloud platform allows users to convert forms and PDFs into smart online versions that can be completed from any device, and integrates payments, e-signature, data analysis, and drag-and-drop capabilities. SeamlessDocs is targeting the government sector and has secured contracts with over 300 government agencies. The Company estimates a total addressable market of over 100,000 government organizations representing a $2.5B+ market opportunity (assuming $25K average price point).

Since its last financing round, SeamlessDocs has proven out its sales process and is reaching critical mass in the marketplace, penetrating over 50% of the largest cities in the United States. Additionally, the Company recently launched a major pilot with the NYS Dept. of Motor Vehicles, which it estimates will impact 4 million submissions per year and lead to ~$30 in savings for each submission. It has also partnered with one of the largest government resellers in the world to allow for SeamlessDocs procurement on any state or government contract. The Company plans to build on this momentum by significantly increasing its sales efforts with an eye towards dominating the state and local government market.

SeamlessDocs has also recently implemented two major additions to its core platform: Seamless Labs, a government website builder; and a Government Relationship Manager (or “GRM”), the first-ever CRM built specifically for government relationships to manage workflows and data and provide better transparency among citizens, vendors and employees. These additions expand the functionality of the platform and improve adoption and usage of the platform within clients’ organizations.

Currently, the Company employs 26 staff in New York State, an increase of 20 since the time of the NYSIVCF’s initial investment. The Company plans to hire an additional 10 NYS employees in 2018.

In order to fund its activities over the next 12-18 months, SeamlessDocs is raising up to $7,000,000 in the form of Series C Preferred stock. The NYSIVCF will make an investment of up


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to $500,000 into this investment round with the balance being provided by private sector investors.

As part of the due diligence process, NYSIVCF staff and an external Investment Review Committee (IRC) evaluated the Company’s business plan and growth prospects as well as the terms of the investment. As a result of that analysis, NYSIVCF and the IRC both agree that the market opportunity and growth potential offered by this New York State company warrants an investment by the NYSIVCF and recommend its approval.

III. Statutory Basis

In order to attract private sector investment in new research, translate research into marketable products, strengthen university-industry connections, and prepare New York businesses to compete for private-sector venture investment, Part JJ of Chapter 59 of the Laws of 2013 authorized ESD to establish and administer NYSIVCF in order to provide critical seed-stage and early-stage funding to incentivize new business formation and growth in the State of New York and facilitate the transition from ideas and research to marketable products.

IV. Environmental Review

ESD staff has determined that the requested authorization constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the authorization.

V. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority and women-owned businesses (“MWBEs”) in the performance of ESD contracts. The ESD Office of Contractor and Supplier Diversity (“OCSD”) has determined that it is not practical or feasible to assign MWBE contract goals to expenditures made under this program. As such, participation goals will not be established or required.

VI. Service-Disabled Veteran-Owned Businesses

Pursuant to New York State Executive Law Article 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified service-disabled veteran-owned businesses (“SDVOBs”) in the performance of ESD contracts. OCSD has determined that it is not practical or feasible to assign SDVOB contract goals to expenditures made under this program. As such, participating goals will not be established or required.

Additional Submissions to Directors


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ResolutionsSchedule A – Summary of the Investment Terms


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February 15, 2018

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT - New York State Innovation Venture Capital Fund - Authorization of an Investment of NYSIVCF funds in Bizodo, Inc. d/b/a SeamlessDocs

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), relating to the New York State Innovation Venture Capital Fund, the Corporation is authorized to make an investment, in an amount not to exceed $500,000, in Bizodo, Inc. d/b/a SeamlessDocs (the “Company”) and to enter into agreements and related documentation with the Company and the investment entities named in the Materials in order to effect such investment; and be it further




* * *


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Schedule ANew York State Innovation Venture Capital Fund:Bizodo, Inc. d/b/a SeamlessDocs (the “Company”)

Summary of Preferred Equity Financing Terms ESD Board of Directors’ Meeting

February 15, 2018

Type of Security: Series C Convertible Preferred Stock

Investment Amount; Use of Proceeds:

Up to a total of $7M. Funds will be used solely for working capital requirements of the Company. The NYSIVF Fund will invest up to $500,000 into the round.

Principal Terms of the Series B Preferred:

Dividends: The Series C Preferred is senior in priority to the Series B, Series A Preferred and Common Stock with respect to the payment of dividends.

Liquidation Preference: In the event of a liquidation of the Company, the holders of the Series C Preferred will receive, prior to and in preference over holders of Series B, Series A Preferred and Common Stock, an amount per share equal to 2x the original Series C purchase price plus any accrued but unpaid dividends.

Conversion: A holder of Series C Preferred will have the right to convert its shares, at any time, into shares of Common Stock.

Protective Provisions:

The majority of the outstanding Preferred shares will be required for any action that:

(i) alters or changes the rights, preferences or privileges of the Preferred; (ii) increases or decreases the authorized number of shares of Common Stock

or Preferred Stock; (iii) creates any new class or series of shares having any rights, preferences or

privileges senior to or on a parity with Series C Preferred; (iv) results in the redemption or repurchase of any shares of Common Stock

(other than payments pursuant to equity incentive agreements with service providers giving the Company the right to repurchase shares upon the termination of services or the Company’s exercise of its right of first refusal over stock transfers);

(v) results in a sale of the Company; (vi) results in any voluntary dissolution or liquidation of the Company;(vii) increases or decreases the authorized size of the Company’s Board of

Directors; (viii) results in the payment or declaration of any dividend on any capital stock

or the cancellation or modification of any accrued dividends on shares of Common Stock or Preferred Stock; or

(ix) results in any amendment of the Certificate of Incorporation or Bylaws of the Company for which stockholder approval is required.


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Voting: Subject to the Protective Provisions above, the Series C Preferred will vote together with the Common Stock, Series A and Series B Preferred. Each share of Series C Preferred will have a number of votes equal to the number of shares of Common Stock then issuable upon conversion of the Series C Preferred.

Board of Directors:

The Board of Directors shall consist of five (5) directors: Two persons elected by the Common shareholders One person elected by the existing Series A and Series B Preferred One person elected by the Series C One independent director elected by the Common Stock and the

Preferred Stock.



TO: The Directors


SUBJECT: New York City (Kings County) – Fountain Avenue Land Use Improvement and Residential Project

REQUEST FOR: Authorization to Modify the Modified General Project Plan (MGPP); Recommendation to Adopt and Affirm the MGPP with Modifications; Determination that No Supplemental Environmental Impact Statement is Required; and Authorization to Take Related Actions

I. BACKGROUND AND OVERVIEW

On August 18, 2016 the Directors affirmed a Modified General Project Plan (“MGPP”) for the Fountain Avenue Land Use Improvement and Residential Project (the “Project”). The affirmed Project entailed the sale and redevelopment of two parcels, Parcel A (Block 4586, Lots 500 and 501) and Parcel B (Block 4586, Lot 200) totaling 6.7 acres of surplus property at the Brooklyn Developmental Center into an approximately 1,248,841 square foot mixed-use development comprised of approximately 1,169 rental apartments affordable to households earning no more than 60% of the area median income (“AMI”), retail, commercial and/or community facility space, parking and the creation of “Schroeder’s Walk” a privately-owned, publicly accessible open space between Erskine and Fountain Avenues. The project was further modified in May 25, 2017 to make minor modifications on Parcel B.

II. MODIFICATION TO THE MODIFIED GENERAL PROJECT PLAN

The proposed Modified General Project Plan will implement two minor changes.

First, the development on Parcel B, known as B2, is being modified to accommodate an anticipated relocation of the administrative offices for the Office for People with Developmental Disabilities (OPWDD) located at the Brooklyn Developmental Center. Such accommodations include the following:

Allowing the option, at OPWDD’s request, to create additional commercial space within the first floor commercial space by reconfiguring the floor or creating a mezzanine in B2 which would increase the commercial square footage from approximately 24,639 square feet up to 55,500 square feet for office space;


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Modifying the parking requirement to a minimum of 210 parking spaces; Relocating the private open space in B2 from the 2nd floor to the 6th floor; and Modifying the design guidelines by changing the requirements for retail locations,

residential entrances, permitted sign locations and location of street trees.

Second, at the request of New York State Homes and Community Renewal (HCR) to increase income diversity at B2, a modification is proposed to the restrictive declaration to broaden the income band of households that would be eligible for the development, by creating a tier of units affordable to tenants at 80% of the Area Median Income (AMI) rather than limiting to the entire project to households earning up to 60% of AMI. This change is consistent with HCR’s goal of promoting a wider mix of incomes within the affordable housing developments it finances.

III. ENVIRONMENTAL REVIEW

The Project’s MGPP that was affirmed by the ESD Directors in August 2016 was the subject of an Environmental Impact Statement (“EIS") for which ESD was the lead agency pursuant to the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. In order to adequately assess whether the proposed changes to the MGPP would result in any potential significant adverse impacts beyond those previously identified in the EIS, ESD had a Technical Memorandum (the “Tech Memo”) prepared. The Tech Memo concludes that the proposed modifications would not result in any new or substantially different impacts not previously identified. Therefore, a Supplemental EIS is not warranted, and no further environmental review is needed in connection with the requested modifications to the MGPP.

IV. NON-DISCRIMINATION AND CONTRACTOR AND SUPPLIER DIVERSITY

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. Pursuant to a Memorandum of Understanding and Conditional Designation entered into between the Initial Developer and ESD on June 23, 2015, Developer and its affiliates and/or partners shall be required to solicit and utilize MWBEs for any contractual opportunities generated in connection with the Project and to use Good Faith Efforts (pursuant to 5 NYCRR § 142.8) to achieve an overall MWBE Participation Goal of 23% in relation to the total value of the Project. The aforementioned goal shall include a Minority-owned Business Enterprise Participation Goal of 13% and a Women-owned Business Enterprise Participation Goal of 10%, both related to the total value of the Project.

V. REQUESTED ACTIONS

The Directors are being asked to approve the modifications to the MGPP.


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VI. RECOMMENDATION

Based on the foregoing, I recommend approval of the requested actions.

VII. ATTACHMENTS

ResolutionsModified General Project Plan


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February 15, 2018

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – New York City (Kings County) – Fountain Avenue Land Use Improvement and Residential Project - Authorization to Modify the Modified General Project Plan (MGPP); Recommendation to Adopt and Affirm the MGPP with Modifications; Determination that No Supplemental Environmental Impact Statement is Required; and Authorization to Take Related Actions

RESOLVED, that, on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), the Corporation hereby adopts and affirms the Modified General Project Plan for the Fountain Avenue Land Use Improvement and Residential Project (the “Project”) with modifications as described in the Materials; and be it further

RESOLVED, that the Corporation finds that the modifications as described in the Materials would not result in any new or substantially different impacts than previously described in the Project’s previous environmental review and that no Supplemental Environmental Impact Statement is required in connection with the modifications; and be it further

RESOLVED, that the Chairman and Chief Executive Officer, or his designee, be, and each of them hereby is, authorized in the name of and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as may be considered necessary or appropriate to effectuate the foregoing resolutions and any actions taken by the Corporation in reliance upon or in furtherance of the authorized actions set forth herein are hereby ratified.

* * *


New York State Urban Development Corporation


FOUNTAIN AVENUE

Land Use Improvement and Residential Project

Modified General Project Plan

August 2016

Modified May 2017 and February 2018


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TABLE OF CONTENTS

I. Background ........................................................................................................................................... 3

II. Development Site Location and Context ............................................................................................. 4

III. Project Description, Schedule, and Zoning ......................................................................................... 5

IV. The Project’s Economic Impact and Public Benefit ............................................................................. 6

V. NYS Participation.................................................................................................................................. 7

VI. Public Use, Benefit and Purpose ........................................................................................................ 10

VII. Environmental Review ....................................................................................................................... 11

VIII. Essential Terms of the Transaction .................................................................................................... 11

IX. Code Requirements ............................................................................................................................ 13

X. Non-Discrimination and Contractor Diversity ................................................................................... 13

LIST OF EXHIBITS

EXHIBIT A. Site Key Plot Plan

EXHIBIT B. Development Site Map

EXHIBIT C. Design Guidelines

EXHIBIT D. Zoning Override Table


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New York State Urban Development Corporation


FOUNTAIN AVENUE

Land Use Improvement and Residential Project

Modified General Project Plan

August 2016

I. Background

New York State is disposing of surplus State owned properties, including mental health facilities and

correctional facilities. At the request of the Governor’s Office, a committee of agency heads and staff

from the NYS Office of General Services, the Division of Budget, and New York State Urban Development

Corporation d/b/a Empire State Development (“ESD”), among others, has engaged in discussions

focused on disposition of these large institutional properties. These deliberations verified that many of

the facilities require creative approaches to transfer them from State ownership and to avoid the

continued carrying costs and potential liabilities associated with depreciating properties. Some of the

facilities can be sold in the marketplace for productive private use, while others can be dedicated to

more specific economic development purposes consistent with ESD’s mission and the needs of the

surrounding community.

The Brooklyn Developmental Center (“Property”) consists of an approximately 35-acre site in the Spring

Creek neighborhood of the East New York section of Brooklyn in New York City. The Property is owned

by the People of the State of New York acting through the Dormitory Authority of State of New York

(“DASNY”) and is operated by the New York State Office for People with Developmental Disabilities

(“OPWDD”). The Property served as a residential center for people with developmental disabilities from

1974 through 2015. As part of the State’s ongoing transition to supporting individuals with

developmental disabilities in the community, the residential portion of the Brooklyn Developmental

Center closed on December 31, 2015, and it is currently used for OPWDD administrative offices. There

is no current redevelopment plan for the Property other than what is proposed for the Development

Site described below. A portion of the Property, comprised of two non-contiguous, primarily

undeveloped parcels totaling approximately 6.7 acres, has been deemed as surplus property

(“Development Site” or “Site”). The Development Site is described in more detail in Section II below,

“Development Site Location and Context”.

ESD has been asked to assist OPWDD and DASNY in disposing of the Development Site. ESD issued a

Request for Proposals (“RFP”) in June 2013 seeking proposals for the purchase and redevelopment of

the Development Site. The RFP invited Respondents to submit proposals for a high quality residential

development with affordable and supportive housing components, including supportive housing units

for people with intellectual and developmental disabilities who receive support and services funded or

provided by OPWDD. Commercial uses were also considered, but responses were required to include an

affordable and supportive housing program.


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In June 2015, ESD signed a Memorandum of Understanding (“MOU”) with, and conditionally designated,

the Fountain Seaview Limited Partnership, an affiliate of the Arker Companies and the Disability

Opportunity Fund, which had responded to the RFP, as the developer (“the Initial Developer”) of the

development Site. The Initial Developer proposed an approximately 1.248 million square foot

residential development with ground floor retail, commercial and/or community facility space that is

100% affordable to households earning no greater than 60% of the area median income (“AMI”) as

defined by the US Department of Housing and Development . At the election of OPWDD, a preference

in the selection of up to 20% of the unit count will be given to people with intellectual and

developmental disabilities, subject to the legally required public review process. Depending on the

financing, all of the units will be made affordable for at least thirty (30) or fifty (50) years and will be

subject to a regulatory agreement with the involved public housing finance agency or agencies. In

March 2016, the MOU was amended to include approximately 200 units of senior housing for

households earning up to 60% AMI. The obligation to provide senior units is independent of and in

addition to the units for OPWDD, although the senior units would not be subject to the OPWDD

preference. In March 2016, the Initial Developer assigned all of its interests to a housing corporation,

also formed by the Arker Companies, the Fountain Seaview One Housing Development Fund

Corporation, Inc. (“Developer”). Developer is primarily comprised of principals of the Arker Companies.

II. Development Site Location and Context

The Property is located in Brooklyn Community District 5 and is adjacent to Gateway Center to the West,

Betts Creek to the East and the Belt Parkway to the south. The Property is bound by Erskine Street to

the West, Fountain Avenue to the East, Vandalia Avenue to the North and Seaview Avenue to the South.

The Property consists of seven buildings. Buildings 2, 3 and 4 previously served as residential facilities.

Building 5 was the main administration, program and support building that includes space used as the

gymnasium, a swimming pool, security, maintenance, in-patient care, and kitchen and dining spaces.

Building 1 is a combination of a residential facility, offices and day care. Building 6 is the power plant

that serves all campus buildings and building 7 is a storage and grounds facility. A Site Key Plot Plan is

attached as Exhibit A.

The Development Site consists of Block 4586, Lots 500 and 501 (“Parcel A”) and Lot 200 (“Parcel B”).

Parcel A contains a total of 2 acres and is located on the southeast corner of Seaview Avenue and

Erskine Street. Parcel B contains a total of 4.7 acres and is located along the south block-front of

Vandalia Avenue between Erskine Street and Fountain Avenue. Both Parcels A and B are currently

primarily unimproved, predominantly level and at grade. A Development Site Map is attached as Exhibit

B.


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III. Project Description, Schedule, and Zoning

The project (“Project”) will be constructed in approximately five phases and will consist of the design,

development, construction, and operation of multiple improvements at the Development Parcel By

Developer, all in accordance with this General Project Plan (“GPP”) including but not limited to the

following:

Parcel A:

Development of Parcel A will consist of approximately 415,595 square feet of development totaling and

inclusive of approximately 286,297 square feet of residential for approximately 332 units of housing

affordable to families with incomes at 60% AMI or less with approximately 44,756 square feet of ground

floor retail, commercial and/or community facility space and approximately 84,542 square feet of

parking, equivalent to parking for 35% of the dwelling units and parking for the commercial space.

Depending on the financing, all of the units will be made affordable for at least thirty (30) or fifty (50)

years and will be subject to a regulatory agreement with the involved public housing finance agency or

agencies. Parcel A will also include supportive housing spaces if requested by OPWDD, laundry rooms

and on-site parking for bicycles. Construction of Parcel A will commence before Parcel B.

Parcel B:

Parcel B, which is comprised of two blocks, B.1 and B.2,will consist of multifamily residential buildings

totaling approximately 833,246 square feet of development totaling and inclusive of approximately

686,490 square feet of housing including approximately 200 units of affordable senior housing and

approximately 637 units of family housing, all of which will be affordable to households earning incomes

at 60% AMI or less on B.1 and affordable to households earning incomes at 80% AMI or less at B.2, with

approximately 60,704 square feet of ground floor retail, commercial space and/or community facility

space and approximately 86,052 square feet for parking, equivalent to parking for 35% of the non-senior

dwelling units as well as parking for the commercial space. Depending on the financing, all of the units

will be made affordable for at least thirty (30) or fifty (50) years and will be subject to a regulatory

agreement with the involved public housing finance agency or agencies. Parcel B will also include

supportive housing spaces, laundry rooms and on-site parking for bicycles.

Schroeders Walk:

The Project will include a new privately-owned publicly accessible open space called Schroeders Walk

which will be a pedestrianized extension of Schroeders Avenue through the Site.

OPWDD:

At the election of OPWDD, a preference in the selection of up to 20% of the non-senior unit count will

be given to people with intellectual and developmental disabilities, subject to the legally required public

review process. Depending on the financing, all of the units will be made affordable for thirty (30) or

fifty (50) years and will be subject to a regulatory agreement with the involved public housing finance

agency or agencies. Parcel A and Parcel B will also have administrative space for the operator of the

units. Such space will be determined in consultation with OPWDD and the operator of the space. In


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addition, at OPWDD’s discretion, the Developer will construct improvements to the perimeter fence and

improvements to the internal roadway on the Property. Such improvements would result in a reduction

in the purchase price of up to $700,000. Such determination would be made by OPWDD prior to closing

on the Property.

When completed, the total Project will be approximately 1,248,841 square feet comprised of

approximately: 972,787 square feet of residential space totaling approximately 1,169 units of housing

for households earning up to 60% AMI including approximately 200 senior units, 105,460 square feet of

retail, commercial or community facility space and 170,594 square feet of parking.

Schedule

It is anticipated that the Developer will commence the construction of the entire Parcel A or Phase 1

promptly after Developer’s closing on the purchase of the Development Site from ESD (“Closing”) and

the subsequent closing on construction financing. Developer will use best efforts in a good faith

attempt to substantially complete Phase 1 construction within 30 months (two and a half years) of

Closing, subject to force majeure. Depending on market conditions and the availability of financing, the

construction of Parcel B, which is comprised of four phases, Phases 2 through 5, will be built by 2028.

Design Guidelines and Zoning

In order to construct the Project consistent with the attached “Design Guidelines,” (Exhibit C) ESD will

override certain local zoning regulations pursuant to the UDC Act (Exhibit D). These zoning overrides will

permit development that approximately conforms to an R7-A zoning equivalency with a C4-2

commercial overlay zone. The resulting development will be compatible with adjacent R6 medium-

density zoned residential development in the area surrounding the Development Site. The City has

been advised and has provided input on the proposed overrides, pursuant to UDC Act Section 16(1).

IV. The Project’s Economic Impact and Public Benefit

The Project will help fulfill a tremendous unmet need for affordable housing in both the primary (East

New York) and secondary (New York City) markets. The results from the 2011 New York City Housing

and Vacancy Survey (“HVS”), conducted by the U.S Census Bureau, were released in February 2012 and

revealed the continuation of a very tight New York City housing market. The survey showed that the NYC

vacancy rate is 3.12%, which is within the threshold to be considered a housing emergency, according to

the annual report issued by the New York City Rent Guidelines Board (“RGB”). Brooklyn had the lowest

vacancy rate in the city, at 2.61%, according to the RGB. The RGB also reported that city-wide vacancy

rates were tightest for the lower end of the housing affordability spectrum, and the housing supply was

further impacted by fewer new housing units coming on line.

The Development Site is located in the Spring Creek neighborhood in the East New York section of

Brooklyn within Brooklyn Community District 5 (“CD 5”). The total population in CD 5 grew by 5.6% from

the 2000 to 2010. The total population of 182,896 is 51.6% Black/African American non-Hispanic and

36.7% Hispanic origin. Over half the population lives below the poverty line and receives some form of

public assistance. Affordable housing still remains the number one priority in the district according to

the annual statement of need issued by the Community Board.


7

Estimated Project Costs and Proposed Funding Sources

SOURCES

Construction Parcel A Parcel B Total

Tax-Exempt Bonds $ 42,000,000 $ 104,980,000 $ 146,980,000

Conventional Bank Loan $ 16,000,000 $ 50,000,000 $ 66,000,000

2nd Mortgage $ 17,355,000 $ 39,730,000 $ 57,085,000

3rd Mortgage $ 9,000,000 $ 14,000,000 $ 23,000,000

4% Federal Tax Credit Equity $ 4,076,536 $ 11,584,271 $ 15,660,807


State Tax Credit Equity $ 395,810 $ 1,696,500 $ 2,092,310

Deferred Developer's Fee $ 11,160,000 $ 29,430,000 $ 40,590,000

TOTAL SOURCES $ 105,096,570 $ 266,327,217 $ 371,423,787

Permanent Parcel A Parcel B Total

Tax-Exempt Bonds $ 14,480,000 $ 37,700,000 $ 52,180,000

Conventional Bank Loan $ 4,090,000 $ 13,590,000 $ 17,680,000

2nd Mortgage $ 17,355,000 $ 39,730,000 $ 57,085,000

3rd Mortgage $ 10,680,000 $ 33,730,000 $ 44,410,000



State Tax Credit Equity $ 1,364,864 $ 5,850,000 $ 7,214,864

Deferred Developer's Fee $ 4,007,521 $ 9,187,565 $ 13,195,086

TOTAL SOURCES $ 105,096,570 $ 266,327,217 $ 371,423,787

USES Parcel A Parcel B Total

Acquisition Cost $ 6,250,000 $ 3,750,000 $ 10,000,000

Construction Cost $ 68,199,000 $ 180,681,000 $ 248,880,000

Soft Cost $ 17,447,570 $ 46,996,217 $ 64,443,787

Developer's Fee $ 13,200,000 $ 34,900,000 $ 48,100,000

Total Uses $ 105,096,570 $ 266,327,217 $ 371,423,787

V. NYS Participation

OPWDD

OPWDD currently has programmatic jurisdiction over the Property and operated it to provide residential

services to persons with developmental disabilities in accordance with its statutory authority under the


8

Mental Hygiene Law. OPWDD consents to the conveyance of the Development Site in return for the

right to receive a preference by the Developer of up to 20% of the units for persons with developmental

disabilities and the provision of space for on-site support services within the Project.

DASNY

Pursuant to the Facilities Development Corporation Act, as amended by the Community Mental Health

Reinvestment Act of 1993, DASNY has the power to “convey for fair value any right, title or interest of

the people of the state of New York in and to such real property to any appropriate state agency, or

public corporation… for other public use or for sale, lease or other disposition in accordance with law . . .

provided further that any such conveyance shall be subject to, and consistent with the terms and

objectives of, any plan developed by the state interagency council on mental hygiene property

utilization.” N.Y. Unconsol. Laws § 4405(13). Accordingly, DASNY shall transfer to ESD title to and

possession of the Development Site, as described in Section VIII (“Essential Terms of the Transaction”)

below.

ESD

Pursuant to the NYS Urban Development Corporation Act (“UDC Act”), ESD was created to implement

the “policy of the state to promote a vigorous and growing economy, to prevent economic stagnation

and to encourage the creation of new job opportunities…”. UDC Act, Section 2. To that end, ESD is

empowered, pursuant to UDC Act Section 10(c), to undertake a “Land Use Improvement Project” upon

finding:

(1) That the area in which the project is to be located is a

substandard or insanitary area, or is in danger of becoming

a substandard or insanitary area and tends to impair or arrest

the sound growth and development of the municipality;

(2) That the project consists of a plan or undertaking for the

clearance, replanning, reconstruction and rehabilitation of such

area and for recreational and other facilities incidental or

appurtenant thereto; [and]

(3) That the plan or undertaking affords maximum opportunity

for participation by private enterprise, consistent with the sound

needs of the municipality as a whole.

The Development Site, in its current condition, is in danger of becoming a substandard or insanitary area

and tends to impair or arrest the sound growth and development of New York City and in particular the

East New York section of Brooklyn. DASNY does not have the need or resources to improve the

Development Site; OPWDD does not have the need to improve the Development Parcel and has in fact

ended its use of the Brooklyn Development Center on the balance of the Property for a housing facility

and otherwise providing assistance for people with developmental disabilities. The Development Site

has been largely vacant for years and the proposed Project will create 1.248 million square feet of


9

affordable residential housing and commercial space. Accordingly, without the Project, the

Development Site would be in danger of becoming an abandoned, substandard area which would impair

the sound growth and development of New York City.

The Project will clear, replan, reconstruct and rehabilitate the Development Site with affordable

housing, and will maximize the participation of the privately owned Developer, who will be responsible

for the purchasing the Development Site, planning, designing, building, renting and operating the

Project, and paying all costs associated with the Project, consistent with New York City’s need for

affordable housing.

ESD is also empowered, pursuant to UDC Act Section 10(a), to undertake a “Residential Project” upon

finding:

(1) That there exists, in the area in which the project is to be located, or

in an area reasonably accessible to such area, a need for safe and

sanitary housing accommodations for persons or families of low

income, which the operations of private enterprise cannot provide;

[and]

(2) That the project has been approved as a project of a housing

company pursuant to the provisions of the private housing finance

law.

As discussed above in Section IV (“The Project’s Economic Impact and Public Benefit”), there exists in the

Project area a tremendous need for safe and sanitary housing accommodations for low income

households. Affordable housing is the number one priority in the Project’s community district,

according to the annual statement of need issued by the Community Board. Developer, a private

enterprise, would not complete the Project absent ESD assistance. Developer is an approved Housing

Development Fund Corporation created pursuant to Article XI of the Private Housing Finance Law.

The City of New York has been advised of ESD’s participation in the Project.

In order for the Project to be developed, ESD:

A. is serving as lead agency pursuant to the State Environmental Quality Review Act (“SEQRA”) and

is responsible for preparing an Environmental Impact Statement (“EIS”) analyzing the potential

environmental impacts of the Project; and

B. will acquire the Development Site currently owned by the People of the State of New York

through DASNY and dispose of the Development Site in its entirety, to Developer via Deed, with

Restrictive Declaration and other related documents, upon the terms set forth above and under

Section VIII below (“Essential Terms of the Transaction”) pursuant to Sections 6 and 7 of the

UDC Act.


10

Developer also will be required, among other things: (1) to pay all costs of acquiring the Development

Site; (2) to reimburse ESD for all ESD third-party, out-of-pocket expenses incurred in connection with

development of the Development Site, including legal and other consultant fees; and (3) to pay to ESD at

Closing a one-time fee to defray ESD’s internal costs associated with the Project and in lieu of further

ESD participation in Project income and appreciation.

The significant public benefits to be derived from the Project are described below in Section VI, “Public

Use, Benefit and Purpose”. A failure to implement the Project, of course, is likely to mean, at a

minimum, that such public benefits will not accrue in any timely or complete fashion, and such failure is

likely to retard the growth of substantial economic development and opportunity in the Spring Creek

neighborhood and in the wider community.

ESD is coordinating the Project with: Dormitory Authority of the State of New York

Office for People with Developmental Disabilities

Homes and Community Renewal

New York City Department of City Planning

New York City Housing Preservation and Development

VI. Public Use, Benefit and Purpose

The Project will provide multiple public benefits, including but not limited to:

A. Elimination of blight.

Absent a project to use the property, the Development Site would remain largely vacant and

underutilized. Such conditions would hamper or impede sound economic growth and

development and impair or arrest the sound growth of the area surrounding the Development

Site. The Project will eliminate substandard and insanitary conditions at the Development

Parcel and any future danger of such conditions.

B. Job retention and creation.

The Project is expected to directly create approximately 2,200 construction jobs and 375

permanent jobs.

C. Affordable housing.

The Project will significantly contribute to meeting local demands for quality affordable housing

for low-income households.

D. Enhancement of tax bases.

As a direct result of an improved physical structure which will provide increased employment

opportunity, the Project will increase tax revenue to be derived from the Development Site,

including real property taxes, sales taxes and employee income taxes, particularly when

compared to current tax receipts derived from the Development Site, which are nil.


11

E. Interim construction benefits.

Construction of the Project will create direct benefits resulting from expenditures on labor,

materials and services, and indirect benefits due to expenditures by material suppliers,

construction workers and others involved in the Project.

F. Sustainable Green Programs.

The project will be built as a high performance, environmentally-responsible structure expected

to substantially limit energy and water consumption. The Developer will build and certify the

Project as an Enterprise Green Communities development.

VII. Environmental Review

ESD, acting as lead agency pursuant to the requirements of SEQRA and the implementing regulations of

the New York State Department of Environmental Conservation, determined that an Environmental

Impact Statement (“EIS”) was necessary to be prepared for the Project. The EIS for the Project is a

comprehensive document that includes extensive technical analyses of potential impacts on the

environment and proposes measures to mitigate identified potential significant adverse impacts of the

proposed Project.

The EIS was prepared by environmental consultants STV and has been reviewed by ESD staff and outside

environmental counsel. The Draft EIS (“DEIS”) was circulated and filed as required by SEQRA with the

opportunity for the public and involved and interested parties to review and comment on the document

at a duly‐noticed public hearing and a 30-day public comment period. All substantive comments

received by ESD on the DEIS were addressed in the Final EIS. Upon adoption of the SEQRA Findings, ESD

will have concluded the SEQRA process for the project.

VIII. Essential Terms of the Transaction

A. Acquisition

ESD will acquire title to the Development Site from DASNY and then immediately convey the

Development Site to Developer.

B. Project Location

See Section II (“Development Site Location and Context”) above.

C. Project Schedule

See Section III (“Project Description, Schedule, and Zoning”) above.

D. Financial Terms

a. ESD to DASNY. ESD will convey to DASNY the full Purchase Price, less costs and fees, for deposit into the Mental Health Reinvestment Fund.


12

b. Developer to ESD. Developer will pay ESD an all cash, non-contingent payment of ten million dollars ($10,000,000) (“Purchase Price”) for the fee simple interest in the Site. ESD currently holds a 10% deposit from Developer which will be applied to the Purchase Price at Closing.

Further:

c. Developer will fund all out-of-pocket, third-party expenses incurred by ESD in connection with the Project, including consultant, counsel and environmental expenses. Developer has executed a Cost Agreement with ESD committing to fund these expenses, and Developer has deposited funds with ESD which ESD is holding in an imprest account as security for payment of these expenses.

d. Developer shall be responsible for all costs of due diligence and other preliminary work by Developer.

e. Developer will pay to ESD at Closing a one-time, all cash, non-contingent administrative fee equal to $650,000.

f. Developer shall be responsible for any and all Development Site preparation costs. g. Developer will use its best efforts to diligently apply for financing from both private and

public sources in such amounts and types as are necessary in Developer’s sole discretion to develop and construct the Project consistent with this GPP.

h. If at OPWDD’s election, improvements to the perimeter fence and improvements to the internal roadway are requested at or before closing by OPWDD, a credit of up to $700,000 will be given to Developer on the Purchase Price.

E. Construction

a. Developer will commence construction of Phase 1 promptly after Closing. b. Developer will use best efforts in a good faith attempt to substantially complete Phase 1

within 30 months (two and a half years) of Closing. c. Once construction commences, Developer will use best faith efforts to diligently pursue

construction of the Project through substantial completion. d. The Project development and building construction will be Enterprise Green

Communities Certified.

F. Deed and Restrictive Declaration

ESD shall convey fee title to the Development Site to the Developer pursuant to a quitclaim deed. In

addition the parties will enter into a restrictive declaration (“Restrictive Declaration”), which will contain

a mutually agreed upon right of reversion. Such right of reversion will provide that at such time as

Developer enters into a regulatory agreement with a responsible governmental agency to obtain public

financing for a particular Phase of the Project and otherwise in conformity with this GPP, ESD will

release that portion of the Development Site relating to said Phase from said reverter covenant.

Developer will design, develop, construct, and operate the Project at the Development Site in

conformity with the Restrictive Declaration requiring Developer to design, develop, construct, and


13

operate the Project as described in this General Project Plan and with mitigation and other

environmentally protective measures identified in the EIS. The Restrictive Declaration will be recorded

against the Development Parcel and run with title to the land.

IX. Code Requirements

The construction of the Project, inclusive of all buildings and improvements, shall conform to the New

York City Building Code and the New York City Noise Code.

X. Non-Discrimination and Contractor Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to

promote opportunities for maximum feasible participation of certified Minority- and Women-owned

businesses (“MWBEs”) in the performance of ESD projects. Accordingly, ESD’s Non-Discrimination and

Contractor & Supplier Diversity policies will apply to the Project. Developer and its affiliates and/or

partners shall be required to solicit and utilize MWBEs for any contractual opportunities generated in

connection with the Project and to use Good Faith Efforts (5 NYCRR §142.8) to achieve an overall MWBE

Participation Goal of 23% in relation to the total value of the Project. The aforementioned goal shall be

divided to include a Minority Business Enterprise (“MBE”) Participation Goal of 13% and a Women

Business Enterprise (“WBE”) Participation Goal of 10%, both related to the total value of the Project.


14

EXHIBIT A

SITE KEY PLOT PLAN


Exhibit A

1

2

3

4

5

6

7


15

EXHIBIT B

DEVELOPMENT SITE MAP


326

342

301

330

310

314

315

200

1

2

520

580

300

425

520

530

545

590

925

375

535

525

970

374

358

959958

977

839

323

971

916

871

359

976

3433

22

968

969967965

966

962

964

960

963961

957

956954

9559

52

950

953951

949

948

911

914912

915

910

913

972

973

974

373

372

371

370

369

368

367

366

365

364363

311

975

362361

360

341

340

339

338

337

336

329

328

335

327

334

324

333

332

331

837

838

836

355

357

352351

3503483

45

344

353

3493

46

354

356

347

321

320

319

318

317

316

313

3123

09

308

8708

67

864

869

862

866

865863

307

868

306

305

304

303

302

BLOCK 4586

BLOCK 4580

BLOCK 4452

BLOCK 4452

BLO

CK

4584

BLOCK 13922

200

108

ERSK

INE ST

FOUNTAIN AV

BELT PKWY

SEAVIEW AV

VANDALIA AV

BEP WB EXIT 15

BELT PKWY

F i g u r e 1 - 2

Fountain Avenue Land UseImprovement and Residential Project

400 0 400200Feet¯ Project Site Tax Block Parcel

T A X M A P

Source: New York City Department of City Planning, MapPLUTO 15v1, 7/20/2015.

Exhibit B

500

&

501


16

EXHIBIT C

DESIGN GUIDELINES


TABLE OF CONTENTS

SITEWIDE DESIGN GUIDELINES

1. Introduction

1.1 Definitions

1.2 Parcel Plan

1.3 Permitted Uses

1.4 Bulk

1.5 Floor Area

1.6 Maximum Building Height

1.7 Required Street Wall

1.8 Minimum Distance Between Windows and Walls

1.9 Roof Mechanical Screening

1.10 Parking

1.11 Curb cut Zones

1.12 Building Entrance Zones

1.13 Private Open Space

1.14 Publicly Accessible Walks

1.15 Streets and sidewalks

1.16 Retail Design Guidelines.

1.17 Sign Guidelines

1.18 Fence Design


LIST OF FIGURES

II-1 Parcel Plan

II-2 Land Use Plan

II-3 Bulk Controls, Parcel A

II-3.1 Bulk Controls, Parcel B1,B2

II-4 Circulation, Parcel A

II-4.1 Circulation, Parcel B1,B2

II-5 Open Space Controls

II-6 Streetscape Controls, Parcel A

II-6.1 Streetscape Controls, Parcel B1,B2

II-7 Grade Level Controls, Parcel A

II-7.1 Grade Level Controls, Parcel B1,B2

II-8 Building Envelope, Parcel A (view from South)

II-8.1 Building Envelope, Parcel A (view from North)

II-8.2 Building Envelope, Parcel B1 (view from South)

II-8.3 Building Envelope, Parcel B1 (view from North)

II-8.4 Building Envelope, Parcel B2 (view from North)

II-8.5 Building Envelope, Parcel B2 (view from East)

II-9 Sign Location Plan

II-9.1 Commercial and Retail Use Streetscape Signage

II-9.2 Parking Facility Streetscape Signage

II-9.3 Parcel and Building Footprint Diagram


LIST OF TABLES

III-A Summary of Program, Bulk and Use Controls


1. SITE WIDE DESIGN GUIDELINES

The Project shall be developed in conformance with the General Project Plan (GPP) and the Design

Guidelines outlined herein, which shall apply in lieu of the New York City Zoning Resolution. The

construction of all buildings and public improvement shall conform to all other applicable statutory or

regulatory requirements, including the New York City Building Code, Multiple Dwelling Law and federal

Fair Housing Act.

Certain terms and concepts used in these Design Guidelines are based upon and are intended to have

the same meaning as similar terms and concepts contained in the NYC Zoning Resolution, and where so

identified, those provisions of the NYC Zoning Resolution shall be incorporated by reference in these

Design Guidelines.

1.1 DEFINITIONS

The diagrams complement the text; the diagrams are as binding as if fully described in the text.

1.1.a Rules for Construction of language

The word “shall” or “required” is always mandatory and not discretionary. The work “may” or

“permitted” is discretionary.

1.1.b Definitions

Terms which require definition are indicated in italics in the text and are listed below.

Accessory use: a use conducted on the same parcel as the principal use to which it is related; and it is a use which is clearly incidental to, and customarily found in connection with, such principal use.

Building entry zone: required primary building entrance location, with additional points of entry permitted.

Commercial use: non-residential uses including retail, community facility, office space, daycare use and associated back-of-house spaces.

Curb cut zone: portion of a sidewalk where vehicular curb cuts are permitted.

Curb level: the mean level of the curb adjoining a parcel on each street. Height and setback regulations based upon curb level shall apply separately on each street on which the parcel fronts.

Floor area: the sum of the gross areas of the several floors above grade of a building measured from the exterior faces of exterior walls or from the center lines of walls separating two buildings. In particular, floor area includes:

(1) elevator shafts or stairwells at each floor;

However, the floor area of a building shall not include:

(1) cellar space

(2) elevator or stair bulkheads, accessory water tanks, or cooling towers;


(3) uncovered steps;

(4) floor space in open or roofed terraces;

(5) floor space used for accessory off-street parking;

(6) floor space used for accessory off-street loading berths;

(7) floor space used for mechanical equipment.

Height control line: a line defining the boundaries of each maximum building height zone. A

building wall is permitted, but not required, to occur along the height control line and may be

built to a height not exceeding the height restriction specified. A height control line may

coincide with a required street wall.

Lot: see parcel.

Lot line: a line defining the boundary of a tract of land intended for development. A lot line may coincide with a required street wall or height control line.

Maximum building height: the maximum height permitted, measured from the

adjacent street curb level.

Parcel: a tract of land intended for development, defined by lot lines or street lines.

Refer to Figure II-1, Parcel Plan, and Table III-A, Summary of Program, Bulk and

Use Controls.

Private open space: an area within the lot lines of parcels A & B , which is located at or above curb level , which is open from its lowest level to the sky, except for permitted obstructions, and is accessible to and usable by all persons occupying an apartment on the parcel. Private open space in permitted parcels A & B with ESD approval

Required street wall: a wall or portion of a wall of a building facing a street or Walk which can be as high as the building height shown in Fig. II-8 thru Fig. II-8.5

Residential use: uses listed in Use Group 1 and 2 in the NYC Zoning Resolution. Residential uses may include apartments for either families or seniors and associated back of house and accessory spaces.

Story: that part of a building between the surface of a floor (whether or not counted for purposes of computing floor area) and the ceiling immediately above. However, a cellar is not a story. Street: a way shown on the City Map.

Street wall: a wall or portion of a wall of a building facing a street or Walk

Walk: an open area, located on privately owned land, designated to encourage

public pedestrian circulation and other appropriate public uses.

1.2 PARCEL PLAN

The GPP establishes 3 parcels for the Project as indicated in Figure II-1, Parcel Plan. Table III-A, Summary

of Program, Bulk and Use Controls provides a summary by parcel of: lot area, program floor area for


residential, commercial; the number of required parking/loading spaces, maximum building height, and

open space requirement.

1.3 PERMITTED USES

The GPP establishes the permitted uses for the Project as indicated in Figure II-2.

1.4 BULK

The GPP establishes the overall bulk controls for the Project. The GPP controls are made more specific

herein by providing plan dimensions for the street wall height, setback distances, building heights and

required street walls on each parcel.

1.5 FLOOR AREA

For permitted floor area on each parcel as established in the GPP refer to Table III-A, Summary of

Program, Bulk and Use Controls.

The commercial program of 95,705 square feet established in the GPP for the Project shall not be

exceeded. The distribution of floor area as indicated in Table III-A, Summary of Program, Bulk and Use

Controls, may be modified subject to review and approval by ESD.

1.6 MAXIMUM BUILDING HEIGHT

For permitted maximum building height on each parcel as established in the GPP refer to Fig II-8 thru Fig

II-8.5 and Bulk Controls Plan Fig II-3 and Fig II-3.1. The following are permitted obstructions which may

penetrate the maximum building height by 30 feet unless otherwise indicated: chimney or flues;

elevator and stair bulkheads, roof water tanks or cooling towers (including enclosures); parapet walls of

not more than 4’-4”; transparent fences; mechanical rooms, mechanical equipment and energy

renewable devices.

1.7 REQUIRED STREET WALL

Design intent: required street walls define the scale and character of the pedestrian environment.

Building Entries, Accessory parking & loading entries, & Exits are permitted not to exceed 1’-6” recess

from street wall.

Height of required street walls shall be as noted on Figure II-8 thru Figure II-8.5.

1.8 MINIMUM DISTANCE BETWEEN WINDOWS AND WALLS

The minimum distances between buildings shall be in conformance with Figure II-3 and Figure II-3.1.

1.9 ROOF MECHANICAL SCREENING

Roof mechanical equipment: shall be screened; materials and design to be consistent with the building

architecture. Chain link fence is not permitted.


1.10 PARKING

For the minimum number of required parking spaces per parcel see Figure III-A.

1.11 CURB CUT ZONES

The maximum width of a curb cut zone shall be 15’ for one-way traffic and 25’ for two way traffic. A

maximum of 3 curb cuts are permitted per curb cut zone. These curb cut requirements shall be in

addition to any other applicable City rules or regulations concerning driveway curb cuts. When

permitted, curb cuts are to be kept to a minimum size and number. For all parcels, no curb cuts shall be

permitted within 50’-0” of the intersection of two street lines. For all specific locational requirements

refer to Figure II-4 and Figure II-4.1.

1.12 BUILDING ENTRANCE ZONES

For all specific locational requirements refer to Figure II-4 and Figure II-4.1 for primary building

entrance.

1.13 PRIVATE OPEN SPACE

Design Intent: a private open space is intended to be a “rear yard” providing light; and air to apartments

on the interior of the parcel, secure, primarily passive, recreational open space for resident adults and

play space for children. The minimum amount of open space is listed in Table III-A.

Private open space shall be located on the second floor. It shall be two and one-half feet below the sill

level of all legally required windows opening on such roof area. It shall be directly accessible to all

residents on the parcel through a lobby connecting to an elevator core. Such spaces shall be accessible

to the handicapped.

Permitted obstruction which occurs in the private open space may include steps and ramps for handicap

access, bulkheads or other mechanical equipment projecting not more than 5’-0”, recreational

equipment, arbors, trellises, eaves gutter or downspouts.

Play areas shall not be located within 20’ of a residential unit.

Vents, bulkheads or other mechanical equipment penetrations shall be located so as not to obstruct

access to and usefulness of the private open space.

All landscaping should have a provision for drainage.

Furnishings may be fixed or movable.

1.14 PUBLICLY ACCESSIBLE WALKS


A continuous area, located on privately owned land, designated for and designed to encourage public

pedestrian circulation and other appropriate public uses. The walk area shall include lighting, A.D.A.

access, seating, grass areas and trees.

Until such time as a City or State agency takes over all or part of the Walk the building owner shall be

responsible for the maintenance of this space to include, but not be limited to, the confinement of

permitted obstructions, litter control, and the care and replacement of vegetation within the parcel and

in the street sidewalk area adjacent to the parcel.

1.15 STREETS AND SIDEWALKS

Developer is required to provide the finished streetscape including the sidewalk paving, trees and other

items and to prepare a final Builders Pavers Plans (BPP) consistent with these guidelines for design

review submission to NYC DOT and D.O.B., as required, for approval. Trees shown on the BPP need to be

approved by ESDC and be in compliance with DOT guidelines. All other sidewalk furnishing to be

designed to be compliant with DOT guidelines and approved on BPP by the Responsible city agency.

1.16 RETAIL DESIGN GUIDELINES

Street walls of retail spaces shall provide a 50% of glazing surface from the curb elevation up to 10’

height. And 50% of such glazing shall be translucent material. Entrance and egress doors to the retail

spaces can encroach 1’-6” into the legal right of way when open. Recess from the street wall are allowed

to provide entrances, egresses and articulation.

1.17 SIGN GUIDELINES

Developers are required to provide building identification signage for the predominant use of the

building, and may provide additional signage as indicated. Advertising signage is prohibited. Illuminated

signs are permitted five times street or walk frontage, not to exceed 500 SF each. It shall be flush and

not to be located higher than the elevation below the sill of the lowest residential window. See figure II-

9 and II-9.1. Illuminated flushing signs are not permitted.

Commercial use streetscape signage: The signage should be differentiated from typical

residential use and commercial use signage conditions. Main sign at any major entry, one main

sign is permitted above the entry. It shall be flush with the façade of the building and it shall

have only one face. Methods not permitted are flashing or animated signs. (See Fig. II-9.1)

Residential use streetscape signage: The signage should be differentiated clearly between

residential use application as opposed to commercial use or retail use ones. One main sign is

permitted above the entry as part of the marquee or canopy above the entry and projecting

over the sidewalk. Permitted messages are: name of building (if applicable) and address of

building. The maximum area for graphics is 12” tall. Paint or dimensional letters may be used.

Methods not permitted are flashing or animated signs. Additional signs a total of not more than

one (1) may be used, on one side of the entry and not to exceed 2 square feet.


Parking signage: To provide a consistent identifier at the street scape. Flush mounted overhead

sign: one (1) sign may be placed above the entry. This sign shall be mounted flush with the

surface of the building and shall have only one face. The maximum height of letters on this sign

shall be 34”. The width shall not exceed the width of the garage entry and the sign shall be

centered over the garage entry. Methods not permitted are flashing, animated and internally

illuminated. (See Fig. II-9.2)

Retail Storefront signage: Tenants shall be required to design, fabricate, install and maintain

storefront signs which exhibit compatibility with adjacent storefronts. Signage shall be limited to

trading name and logo only. No brand names, product names or phrases may be used on

storefront signs or in any area visible from public areas without written approval from the

Owner. Tenant shall be allowed to install one sign, located on the storefront fascia, as a primary

exterior trading identity. The sign shall not exceed 500 square feet in size. (See Fig. II-9.1)

Rooftop signage: Signage including Billboards and other forms of paid advertising are not

permitted on residential buildings.

1.18 FENCE DESIGN

All fences to be decorative privacy fences equal or greater than 50% opaque. Chain link fence is not

permitted.


A Parcel Indication

B.1 Parcel Indication

B.2 Parcel IndicationN

Figure II-1

Lot Line

Building Outline


A Parcel Indication


B.2 Parcel IndicationN

Figure II-2

Lot Line

Mixed Use Area (Residential and Commercial uses)

Building Outline


Bulk Controls

A Parcel Indication

Required Street Wall

Lot Line

N

Figure II-3


Circulation Controls

Curb Cut Zone A Parcel Indication 50% Opaque Privacy fence

Lot Line Required Primary Building Entrance

Vehicular Traffic Direction

N

Figure II-4


Streetscape Controls

Lot Line Sidewalk

Residential Street Tree

A Parcel Indication

N

Figure II-6


Grade level Controls

Permitted Retail Storefront A Parcel Indication

Required Retail Storefront Lot Line

N

Figure II-7


Building Envelope Controls - View from South

95 Maximum Building Height (feet)

Lot Line

A Parcel Indication

N

75

65

95

Figure II-8


Building Envelope Controls - View from North

N

Figure II-8.1


Lot Line

A Parcel Indication


N

Figure II-8.2



Lot Line

Building Envelope Controls - View from South


Building Envelope Controls - View from North



Lot Line

N

Figure II-8.3


Parcel A, B.1, B.2

Figure II-9.1

0 10 3050

SIGNAGE

Flush Signage


Parcel A, B.1, B.2

Figure II-9.2

0 10 3050

SIGNAGE

Flush Signage


GENERAL PROJECT PLAN

Table III‐A 2/1/2018

Parcel Descriptions

Proposed Program, Bulk and Use Controls

PARCELMAXIMUM

BUILDING HEIGHT

OTHER

REQUIREMENTS

A1 17,094 SF 62,050 SF N/A SF 65 23 1,210 SF

A2 70,026 SF 213,872 SF 34,538 SF 95 197 2,663 SF

A ‐ TOTAL 87,120 SF 275,922 SF 34,538 SF 220 3,873 SF

B1 78,800 SF 336,500 SF 28,500 SF 95 82 (5) 3,300 SF

B2 78,800 SF 331,395 SF (6) 55,189 SF (7) 95 210 (5)(8) 4,400 SF

B ‐ TOTAL 157,600 SF 667,895 SF (6) 83,689 SF (7) 292 (8) 7,700 SF

A & B ‐ TOTAL 244,720 SF 943,817 SF (6) 118,227 SF (7) 512 (8) 11,573 SF

WALK 50,959 SF N/A N/A N/A SEE SECTION 1.14

TOTAL 295,679 SF 943,817 SF (6) 118,227 SF (7) 512 11,573 SF

(1) Suggested retail program

(2) Total Floor Area is all floor area above grade, excluding parking and mechanical space (3% residential and 5% commercial)

(4) Parking located on 1st floor of A1 is assigned by easement to A2 for Commercial/ Retail use. Parking for A1 is in the cellar only

(5) April 18, 2017 GPP amendment resulted in reduction of 45 parking spaces for Parcel B.1 and an increase of 45 parking spaces for Parcel B.2

(6) February 15, 2018, GPP amendment resulted in a decrease of 18,595 sq. ft. of residential floor area.(7) February 15, 2018, GPP amendment resulted in an increase of approximately 30,550 sq. ft. of commercial floor area. The A & B total sum shall not exceed

118,227 SF.

(8) February 15, 2018, GPP amendment resulted in an increase of approximately 38 parking spaces. The A & B total sum shall not be less than 512 parking spaces.

PRIVATE OPEN

SPACES

N/A

(3) Community Facility use also permitted

APPROX. LOT

AREA

RESIDENTIAL

FLOOR AREA

COMMERCIAL

FLOOR AREA (1)(3)

N/A

MIN. PARKING

SPACES (4)


17

EXHIBIT DZONING OVERRIDE TABLE


1

Exhibit D

ZONING RESOLUTION REGULATION

PROPOSED OVERRIDES

22-10: USES PERMITTED AS OF RIGHT

Use Group 1-4 Permitted to permit Use Group 1-10

23-011 Quality Housing Program (Applicability, we want to use this section in R3-2)

Quality Housing Program permitted in R6-R10 only

to allow use of Quality Housing Program in R3-2

22-32 Permitted Non-Illuminated Accessory Signs

Accessory non-illuminated signs permitted

to permit illuminated, non-flashing signs and to permit signage accessory to commercial use

23-141(b) Open Space and Floor Area Regulations in R1, R2, R3, R4 or R5 districts

Maximum Lot Coverage 35% to permit 100% coverage for Commercial / Residential Corner 80% / Residential Interior or Thru 65%

23-141(b) Open Space and Floor Area Regulations in R1, R2, R3, R4 or R5 districts

Minimum Residential Open Space 65%

to allow proposed Lot Coverage to govern

23-141(b) Open space and floor area regulations in R1, R2, R3, R4 or R5 districts

Maximum floor area ratio (FAR) 0.5

to allow a maximum floor area ratio (FAR) of 4.06

23-141(d) Open Space and Floor Area Regulations in R1, R2, R3, R4 or R5 districts

50% of open space must have minimum dimension of 12’

to allow proposed design to govern

23-22 Maximum Number of Dwelling Units or Rooming Units

870 Dwelling Unit Factor to allow 680 Dwelling Unit Factor

23-45 Minimum Required Front Yards

15’ Required to permit development without front yards

23-451 Planting Requirement 50% of front yard to be planted to waive planting requirement since front yard not provided

23-462 Side Yards for All Other Buildings Containing Residences

(2) @ 8’ Minimum or 10% of Street Wall

to permit development without side yards

23-463 Maximum Aggregate Width of Street Walls

125’ Max to permit maximum street wall width to exceed 125

23-47 and 33-26 Minimum Required Rear Yards

30’ Required for residential use and 20’ for commercial use

to permit reduced or no rear yards

23-49 Special Provisions for Side Lot Line Walls

Building may abut adjacent buildings built at the same time providing only 1 side yard

to permit proposed design to govern with no side yards

23-531 Excepted Thru Lots No rear yard for thru lots less 110’ from street to street

to permit no rear yards on any portion of any thru lot

23-631 Height and Setback in R1, R2, R3, R4 and R5 Districts

21’ max street wall/sloping plane and ridge diagram max

to permit 95’ Street Wall/95’ Building height Max. No Setback required above base height. Proposed design to govern.


2

Exhibit D (cont’d)

ZONING RESOLUTION REGULATION

PROPOSED OVERRIDES

23-711 Standard Minimum Distance between Buildings

Depending on relations to opposing building & height, up to 60’ required

to permit distance between buildings to be reduced per proposed design

23-86 Minimum Distance between Legally Required Windows and Walls or Lot Lines

30’ minimum for any wall or rear lot line; 15’ for side lot line

to permit reduced or 0 distance between windows and lot lines. Treat the Roads & Open Spaces on OPWDD property as legal frontage when maintaining 60’ between buildings

23-87 Permitted Obstructions in Courts

Does not permit parking spaces in courts

to Permit parking spaces (open or enclosed) in courts

23-882 Minimum Distance Between Lot Lines and Building Walls in R1 through R5

30’ minimum to permit 0 distance

23-89 Open Area Requirements for Residences

30’ Open Space Adjacent to Rear Wall

to permit development without open space adjacent to rear walls

25-12 Maximum Size of Accessory Group Parking Facilities

200 spaces maximum for residential use; 150 Spaces Maximum for commercial or community facility

to Permit parking for up to 35% of Residential Units and Commercial parking 1/1000 square feet

25-23 Requirements Where Group Parking Facilities are Provided

100% of dwelling units parking required

to permit reduced parking ratio of 35% of dwelling units parking

25-25 Modification of Requirements for Public, Publicly-Assisted and Government Assisted Housing or for Non-profit Residences for the Elderly

80% of dwelling units parking required

to permit reduced parking ratio of 35% of dwelling units parking

26-23 Requirements for Planting Strips and Trees

Minimum 3’ deep planting strip required along curb with 3” caliper trees per 25

to permit development without planting strips and trees along curb or private roads

26-25 Requirements for Open Areas Between Required Sidewalks and Buildings

Minimum 5’ deep area required between sidewalk and buildings

to permit 0 distance between sidewalk and buildings

28-01 Applicability of This Chapter (The Quality Housing Program)

Applicability of Quality Housing Program in R6 and above

to permit Quality Housing Program to apply in R3-2 District

32-10 USES PERMITTED AS-OF-RIGHT

Use Group 6-10 only permitted in C1, C2, C4, C5, C6, C8 (dependent on use)

to permit Use Group 6-10 in R3-2 District



TO: The Directors


SUBJECT: Contract to Provide Actuarial Valuation Services

REQUEST FOR: Authorization to Enter into a Contract for Actuarial Valuation Services and to Take Related Actions

______________________________________________________________________________

CONTRACT NEEDS AND JUSTIFICATION

I. Contract Summary

Contractor: Korn Ferry/Hay Group

Scope of Services: Actuarial Valuation Services Reporting Required Under Government Accounting Standards Board Statement #45, “Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions” (GASB 45)

Contract Term: Six Years

Contract Amount: Not to exceed $38,500 (including a 10% contingency)

Funding Source(s): Corporate Operating Funds

II. Background

New York State Urban Development Corporation d/b/a Empire State Development (“ESD” or the “Corporation”) must follow the GASB 45 accounting and disclosure requirements because ESD provides continued medical insurance coverage through the Empire Plan for its employees who retire with at least five (5) years of credited service with the Corporation, employees who qualify for a State disability pension, surviving dependents of retired employees with at least ten (10) years of service, employees in vested status and active employees with ten (10) years of service and within ten (10) years of retirement. Substantially all of the Corporation’s employees may become eligible for these benefits if they reach the normal retirement age of the respective tier of the New York State Employees’ Retirement System, while working for the Corporation. In accordance with the GASB 45 provisions, the Corporation annually accrues the present value of these benefits to be paid over the estimated


2

lives of the retirees. The complex calculations necessary to properly record the required liability necessitate the retention of a qualified actuarial firm. The reported information and values are included in a footnote in the annual audited consolidated financial statements.

III. Contractor Selection Process

The Corporation established a plan for meeting the requirements of GASB 45 during the fiscal year in which it was implemented on March 31, 2009 and have utilized the services of an actuarial firm since that time. In each year, bids are solicited from no less than three firms and the Hay Group was selected to continue to prepare the required actuarial valuations. In 2016, Hay Group merged with Korn Ferry to form the Korn Ferry/Hay Group, which has continued to provide the required actuarial work for ESD. Given the firm’s expertise and extensive understanding of ESD’s benefits structure, the ESD staff would like to enter into a six-year contract term with the Korn Ferry/Hay Group. Staff plans to issue an RFP for these actuarial services before this contract expires in 2023.

IV. Responsibility

Staff has examined the proposed contractor’s “responsibility” as defined in State Finance Law §163, and as provided in ESD’s Procurement Guidelines. Based on this analysis of financial and organizational capacity, legal authority to do business in New York, integrity of principals, and past performance on contracts, staff concludes that the proposed contractor is a responsible vendor.

V. Scope of Work

Korn Ferry/Hay Group will provide actuarial valuation services in the written report form as required by GASB 45 and other related GASB Statements issued throughout the contract term.

VI. Contract Term, Price and Funding

The contract will cover actuarial services required under GASB 45 and any other related newly issued Government Accounting Standards Board for Fiscal Years 2017-18 through 2022-23 at a cost not to exceed $38,500, including a 10% contingency.

The funding source is Corporate Operating Funds.


Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority-and women-owned businesses (MWBEs) in the performance of ESD projects. For


3

purposes of this project, however, goals will not be established due to the unavailability of certified MWBEs for performance of this Contract.

VIII. Environmental Review

ESD staff has determined that the requested authorization constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the authorization.

IX. Requested Action

The Directors are requested to (1) make a determination of responsibility with respect to the proposed contractor; (2) authorize the Corporation to enter into a six-year contract with Korn Ferry/Hay Group for an amount not to exceed $38,500, including a 10% contingency, for the stated term.

X. Recommendation

Based on the foregoing, I recommend approval of the requested actions.

XI. Attachments

Resolution


4

February 15, 2018

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT – Contract to Provide Actuarial Valuation Services - Authorization to Enter into a Contract for Actuarial Valuation Services and to Take Related Actions

BE IT RESOLVED, that upon the basis of the materials presented to this meeting (the “Materials”), a copy of which is hereby ordered filed with the records of the Corporation, the Corporation hereby finds Korn Ferry/Hay Group to be responsible; and be it further

RESOLVED, that the Corporation is hereby authorized to enter into a contract with Korn Ferry/Hay Group in an amount not to exceed $38,500 for the purposes and services, and substantially on the terms and conditions, set forth in the Materials; and be it further

RESOLVED, that the President of the Corporation or his designee be, and each of them hereby is, authorized to take such action and execute such documents as may be necessary or appropriate to carry out the foregoing resolution.

* * *


FOR INFORMATIONFebruary 15, 2018

TO: The Directors


SUBJECT: Fiscal Year 2017-2018 Budget Variance Reports (Third Quarter)

In accordance with applicable law, attached are the FY2017-18 Empire State Development (ESD) operating budget variance reports by department, as well as the subsidiary operating and capital reports for the third quarter of the fiscal year.

During the third quarter, total corporate operating expenditures were $39.0 million; 61% of the total $63.5 million budget. The expenditures are below budget due to budgeted staff positions, including the associated fringe benefits, that were filled either after the start of the fiscal year or remain vacant. In addition, certain non-personal services expenses, such as professional services, are currently under budget.

Total subsidiary operating expenditures during the third quarter, excluding LMDC and HCDC Weatherization, was $3.8 million; 62.7% of the total $6.0 million budget. This is primarily due to consultant fees that are less than budget. Both LMDC and HCDC’s Weatherization Program expenses are federally funded and, as a result, reported separately from ESD expenses.

Total third quarter FY2017-18 subsidiary capital spending was approximately $427 million; 45% of the total $953 million capital budget. The variance generally reflects a time lag in billing, which is common with large scale capital projects. While much of the work was done during the period, invoices usually are not received until 45-60 days after completion of the work. Overall, most of the capital work is proceeding on schedule.

AttachmentsDepartment Budget Variance ReportSubsidiary Operating Budget Summary Variance ReportSubsidiary Capital Budget Summary Variance Report


Departmental Budget Variance Report December 31, 2017

Admin Services CFO CommunityEconomic

Development

Controller Contract Admin Corporate EconomicAnalysis &

Research

EconomicIncentives

ExecutiveOffice

Global NY HumanResources

Info Technology Innovation &Broadband

(Broadband)

ANNUAL BUDGETPersonal Services (incl. Benefits) $ 534,444 $ 323,800 $ 997,876 $ 1,940,562 $ 1,418,475 $ 12,402,935 $ 195,751 $ 547,105 $ 2,005,008 $ 470,964 $ 633,773 $ 1,740,144 $ 1,347,500Office Occupancy Expenses - - - - - 7,884,500 - - - - - - -Other Post Employment Cost - - - - - 4,500,000 - - - - - - -Professional Serv/ Consultant Fees/ Agency Temps - - 70,000 152,000 - 870,800 - - - - - - 1,070,000Office Maint/ Prop Mgmt/ Other Outside Serv 425,000 200 2,000 32,000 200 195,000 100 100 - - 27,600 22,500 -Travel & Meals 7,500 3,000 20,000 2,500 3,500 54,570 5,000 4,500 127,500 30,000 1,500 21,000 25,000Computers/Software/ Equipment - - - - - - - - - - - 528,890 -Telephone/ Fax/ Internet 395,500Office Supplies / Printing / Postage/ Advertising 292,000 500 1,500 - - 16,000 - 50 - 100 - - -Meetings/ Seminars/ Dues/ Subscriptions/ Online Serv - 1,500 12,500 550 - - 500 150 7,000 10,750 1,100 - 57,500Insurance - - - - - 348,617 - - - - - - -Total $ 1,258,944 $ 329,000 $ 1,103,876 $ 2,127,612 $ 1,422,175 $ 26,272,422 $ 201,351 $ 551,905 $ 2,139,508 $ 511,814 $ 663,973 $ 2,708,034 $ 2,500,000

ACTUAL TO DATEPersonal Services (incl. Benefits) $ 382,564 $ 219,396 $ 599,843 $ 1,369,083 $ 824,318 $ 9,256,855 $ 141,603 $ 354,705 $ 1,440,567 $ 283,957 $ 475,987 $ 1,064,671 $ 521,863Office Occupancy Expenses - - - - - 5,841,509 - - - - - - -Other Post Employment Cost - - - - - - - - - - - - -Professional Serv/ Consultant Fees/ Agency Temps - 18,738 23,000 144,000 30,383 245,147 - - 21,142 - - - 1,068,243Office Maint/ Prop Mgmt/ Other Outside Serv 124,679 - - 23,364 848 140,099 - - 2,196 - 26,398 8,873 -Travel & Meals 142 342 6,976 1,221 1,400 735 - 2,754 82,051 10,135 1,364 16,578 11,067Computers/Software/ Equipment - - - - - - - - - - - 311,962 -Telephone/ Fax/ Internet - - - - - - - - - 292,046 -Office Supplies / Printing / Postage/ Advertising 142,455 - - - - - - - 900 - 2,287 - -Meetings/ Seminars/ Dues/ Subscriptions/ Online Serv - 295 2,209 285 - - - 300 - - - - 58,564Insurance - - - - - 219,734 - - - - - -Total $ 649,840 $ 238,771 $ 632,028 $ 1,537,953 $ 856,949 $ 15,704,079 $ 141,603 $ 357,759 $ 1,546,856 $ 294,092 $ 506,036 $ 1,694,130 $ 1,659,737

Balance RemainingPersonal Services (incl. Benefits) $ 151,880 $ 104,404 $ 398,033 $ 571,479 $ 594,157 $ 3,146,080 $ 54,148 $ 192,400 $ 564,441 $ 187,007 $ 157,786 $ 675,473 $ 825,637Office Occupancy Expenses - - - - - 2,042,991 - - - - - - -Other Post Employment Cost - - - - - 4,500,000 - - - - - - -Professional Serv/ Consultant Fees/ Agency Temps - (18,738) 47,000 8,000 (30,383) 625,653 - - (21,142) - - - 1,757Office Maint/ Prop Mgmt/ Other Outside Serv 300,321 200 2,000 8,636 (648) 54,901 100 100 (2,196) - 1,202 13,627 -Travel & Meals 7,358 2,658 13,024 1,279 2,100 53,835 5,000 1,746 45,449 19,865 136 4,422 13,933Computers/Software/ Equipment - - - - - - - - - - - 216,928 -Telephone/ Fax/ Internet - - - - - - - - - - - 103,454 -Office Supplies / Printing / Postage/ Advertising 149,545 500 1,500 - - 16,000 - 50 (900) 100 (2,287) - -Meetings/ Seminars/ Dues/ Subscriptions/ Online Serv - 1,205 10,291 265 - - 500 (150) 7,000 10,750 1,100 - (1,064)Insurance - - - - - 128,883 - - - - - - -Total $ 609,104 $ 90,229 $ 471,848 $ 589,659 $ 565,226 $ 10,568,343 $ 59,748 $ 194,146 $ 592,652 $ 217,722 $ 157,937 $ 1,013,904 $ 840,263

OVERVIEW Annual Budget $ 1,258,944 $ 329,000 $ 1,103,876 $ 2,127,612 $ 1,422,175 $ 26,272,422 $ 201,351 $ 551,905 $ 2,139,508 $ 511,814 $ 663,973 $ 2,708,034 $ 2,500,000Actual to Date $ 649,840 $ 238,771 $ 632,028 $ 1,537,953 $ 856,949 $ 15,704,079 $ 141,603 $ 357,759 $ 1,546,856 $ 294,092 $ 506,036 $ 1,694,130 $ 1,659,737Balance Remaining $ 609,104 $ 90,229 $ 471,848 $ 589,659 $ 565,226 $ 10,568,343 $ 59,748 $ 194,146 $ 592,652 $ 217,722 $ 157,937 $ 1,013,904 $ 840,263% of Annual Budget Used 52% 73% 57% 72% 60% 60% 70% 65% 72% 57% 76% 63% 66%



Innovation &Broadband

(Venture)

Internal Audit Intergov./ Legis.Affairs

Legal Life Sciences Loans & Grants Marketing MinorityWomen's Business

Div

Motion Pictures& TV

NYSTAR Portfolio Mgt Public Affairs Real Estate Dev& Planning

Regional Councils

$ 962,830 $ 387,134 $ 372,692 $ 2,936,444 $ 301,860 $ 1,635,393 $ 1,758,289 $ 437,243 $ 241,434 $ 372,600 $ 548,476 $ 1,194,751 $ 1,212,890 $ 1,452,947- - - - - - - - - - - - - -- - - - - - - - - - - - - -- - - 400,000 40,000 - 33,000 89,000 - 110,000 - 2,500 600,000 350,000

10,000 - 500 16,000 - 1,500 - - 300 - 12,000 - 3,000 -10,000 1,000 12,000 15,000 4,000 3,000 55,000 15,000 8,000 62,180 8,000 18,000 12,000 32,5002,500 - - - - - - - - - - - - -

$7,500.002,500 - - 1,000 - - 3,100 1,500 - 55,220 100 - - 2,5005,000 1,425 1,500 85,000 - 200 3,000 3,000 - - - 2,100 3,000 135,0002,500 - - - - - - - - - - - - -

$ 1,002,830 $ 389,559 $ 386,692 $ 3,453,444 $ 345,860 $ 1,640,093 $ 1,852,389 $ 545,743 $ 249,734 $ 600,000 $ 568,576 $ 1,217,351 $ 1,830,890 $ 1,972,947

$ 509,950 $ 270,485 $ 236,437 $ 1,985,779 $ 165,407 $ 1,121,881 $ 939,953 $ 312,923 $ 183,885 $ 247,496 $ 325,085 $ 781,000 $ 672,469 $ 920,510- - - - - - - - - - - - - -- - - - - - - - - - - - - -

4,896 - - 109,091 18,661 - - 137,246 - - - 522 306,832 -696 - - 11,770 - - - - 36 3,043 - - 13,254 -

7,426 398 3,685 12,464 3,054 1,230 44,248 10,131 1,621 12,320 2,114 6,896 5,678 8,5017,050 - - - - - - - - - - - - -

- - - - - - - -- - - - - - 2,733 - - 29,691 - - - -

175 1,527 300 62,671 - 60 332 - - - - 1,761 2,037 67,077

$ 530,193 $ 272,411 $ 240,422 $ 2,181,775 $ 187,122 $ 1,123,171 $ 987,266 $ 460,300 $ 185,541 $ 292,550 $ 327,199 $ 790,179 $ 1,000,271 $ 996,088

$ 452,880 $ 116,649 $ 136,255 $ 950,665 $ 136,453 $ 513,512 $ 818,336 $ 124,320 $ 57,549 $ 125,104 $ 223,391 $ 413,751 $ 540,421 $ 532,437- - - - - - - - - - - - - -- - - - - - - - - - - - - -

(4,896) - - 290,909 21,339 - 33,000 (48,246) - 110,000 - 1,978 293,168 350,0009,304 - 500 4,230 - 1,500 - - 264 (3,043) 12,000 - (10,254) -2,574 602 8,315 2,536 946 1,770 10,752 4,869 6,379 49,860 5,886 11,104 6,322 23,999(4,550) - - - - - - - - - - - - -7,500 - - - - - - - - - - - - -2,500 - - 1,000 - - 367 1,500 - 25,529 100 - - 2,5004,825 (102) 1,200 22,329 - 140 2,668 3,000 - - - 339 963 67,9232,500 - - - - - - - - - - - - -

$ 472,637 $ 117,148 $ 146,270 $ 1,271,669 $ 158,738 $ 516,922 $ 865,123 $ 85,443 $ 64,193 $ 307,450 $ 241,377 $ 427,172 $ 830,619 $ 976,859

$ 1,002,830 $ 389,559 $ 386,692 $ 3,453,444 $ 345,860 $ 1,640,093 $ 1,852,389 $ 545,743 $ 249,734 $ 600,000 $ 568,576 $ 1,217,351 $ 1,830,890 $ 1,972,947$ 530,193 $ 272,411 $ 240,422 $ 2,181,775 $ 187,122 $ 1,123,171 $ 987,266 $ 460,300 $ 185,541 $ 292,550 $ 327,199 $ 790,179 $ 1,000,271 $ 996,088$ 472,637 $ 117,148 $ 146,270 $ 1,271,669 $ 158,738 $ 516,922 $ 865,123 $ 85,443 $ 64,193 $ 307,450 $ 241,377 $ 427,172 $ 830,619 $ 976,859

53% 70% 62% 63% 54% 68% 53% 84% 74% 49% 58% 65% 55% 50%

ANNUAL BUDGETPersonal Services (incl. Benefits)Office Occupancy ExpensesOther Post Employment CostProfessional Serv/ Consultant Fees/ Agency TempsOffice Maint/ Prop Mgmt/ Other Outside Serv Travel & MealsComputers/Software/ Equipment Telephone/ Fax/ InternetOffice Supplies / Printing / Postage/ AdvertisingMeetings/ Seminars/ Dues/ Subscriptions/ Online ServInsuranceTotal

ACTUAL TO DATEPersonal Services (incl. Benefits)Office Occupancy ExpensesOther Post Employment CostProfessional Serv/ Consultant Fees/ Agency TempsOffice Maint/ Prop Mgmt/ Other Outside Serv Travel & MealsComputers/Software/ Equipment Telephone/ Fax/ InternetOffice Supplies / Printing / Postage/ AdvertisingMeetings/ Seminars/ Dues/ Subscriptions/ Online ServInsuranceTotal

Balance RemainingPersonal Services (incl. Benefits)Office Occupancy ExpensesOther Post Employment CostProfessional Serv/ Consultant Fees/ Agency TempsOffice Maint/ Prop Mgmt/ Other Outside Serv Travel & MealsComputers/Software/ Equipment Telephone/ Fax/ InternetOffice Supplies / Printing / Postage/ AdvertisingMeetings/ Seminars/ Dues/ Subscriptions/ Online ServInsuranceTotal

OVERVIEW Annual Budget Actual to Date Balance Remaining % of Annual Budget Used



Reg Off Cap Reg Off CNY Reg Off LI Reg Off MH Reg Off MV Reg Off NC Reg Off NYC Reg Off ST Reg Off WNY Start-Up NY StrategicBusinessDevelop

Tech & NewMedia

Trade & TourismPuerto Rico

Treasury Total ofDepartments

$ 132,600 $ 206,918 $ 278,334 $ 345,780 $ 119,600 $ 128,978 $ 235,085 $ 326,168 $ 1,223,355 $ 174,252 $ 703,663 $ 335,694 $ 243,032 $ 813,563 $ 43,640,342- - - - - - - - - - - - 75,400 - 7,959,900- - - - - - - - - - - - - - 4,500,000- 1,000 200 500 500 - - - 2,500 - - - 51,200 - 3,843,200- - - - - - - - - 500 - 34,358 - 782,858

2,000 3,500 3,500 4,500 2,500 5,500 2,750 2,000 40,000 12,500 37,500 9,000 12,000 2,000 700,500- - - - - - - - - - - 7,303 - 538,693

403,0001,000 - - - - - - - 5,000 - 500 - 8,432 - 391,002

- - 100 500 200 100 450 300 - 2,000 2,000 - 1,350 29,500 367,275- - - - - - - - - - - 4,350 - 355,467

$ 135,600 $ 211,418 $ 282,134 $ 351,280 $ 122,800 $ 134,578 $ 238,285 $ 328,468 $ 1,270,855 $ 188,752 $ 744,163 $ 344,694 $ 437,425 $ 845,063 $ 63,482,237

$ 95,880 $ 149,618 $ 178,747 $ 202,482 $ 86,480 $ 93,261 $ 155,805 $ 193,620 $ 822,400 $ - $ 511,211 $ 228,089 $ 158,708 $ 597,930 $ 29,082,901- - - - - - - - - - - - 46,527 - 5,888,036- - - - - - - - - - - - - - -- - - - - - - - - - - - 3,514 - 2,131,415- 40 - - - 75 41 - 672 - 243 279 - - 356,606

368 1,673 489 5,258 110 2,193 413 2,203 16,583 - 37,212 3,315 6,111 133 330,592- - - - - - - - - - - - 390 - 319,402

- - - - 292,046- - - - - - - - 1,575 - - - 5,733 - 185,374- - - - - - - - - - 600 - 744 21,229 220,166

- - - 4,661 - 224,395$ 96,248 $ 151,331 $ 179,235 $ 207,740 $ 86,590 $ 95,528 $ 156,259 $ 195,823 $ 841,230 $ - $ 549,266 $ 231,683 $ 226,388 $ 619,292 $ 39,030,933

$ 36,720 $ 57,300 $ 99,587 $ 143,298 $ 33,120 $ 35,717 $ 79,280 $ 132,548 $ 400,955 $ 174,252 $ 192,452 $ 107,605 $ 84,324 $ 215,633 $ 14,557,441- - - - - - - - - - - - 28,873 - 2,071,864- - - - - - - - - - - - - - 4,500,000- 1,000 200 500 500 - - - 2,500 - - - 47,686 - 1,711,785- (40) - - - (75) (41) - (672) - 257 (279) 34,358 - 426,252

1,632 1,827 3,011 (758) 2,390 3,307 2,337 (203) 23,417 12,500 288 5,685 5,889 1,867 369,908- - - - - - - - - - - - 6,913 - 219,291- - - - - - - - - - - - - - 110,954

1,000 - - - - - - - 3,425 - 500 - 2,699 - 205,628- - 100 500 200 100 450 300 - 2,000 1,400 - 606 8,271 147,109- - - - - - - - - - - - (311) - 131,072

$ 39,352 $ 60,087 $ 102,899 $ 143,540 $ 36,210 $ 39,050 $ 82,026 $ 132,645 $ 429,625 $ 188,752 $ 194,897 $ 113,011 $ 211,037 $ 225,771 $ 24,451,304

$ 135,600 $ 211,418 $ 282,134 $ 351,280 $ 122,800 $ 134,578 $ 238,285 $ 328,468 $ 1,270,855 $ 188,752 $ 744,163 $ 344,694 $ 437,425 $ 845,063 $ 63,482,237$ 96,248 $ 151,331 $ 179,235 $ 207,740 $ 86,590 $ 95,528 $ 156,259 $ 195,823 $ 841,230 $ - $ 549,266 $ 231,683 $ 226,388 $ 619,292 $ 39,030,933$ 39,352 $ 60,087 $ 102,899 $ 143,540 $ 36,210 $ 39,050 $ 82,026 $ 132,645 $ 429,625 $ 188,752 $ 194,897 $ 113,011 $ 211,037 $ 225,771 $ 24,451,304

71% 72% 64% 59% 71% 71% 66% 60% 66% 0% 74% 67% 52% 73% 61%

ANNUAL BUDGETPersonal Services (incl. Benefits)Office Occupancy ExpensesOther Post Employment CostProfessional Serv/ Consultant Fees/ Agency TempsOffice Maint/ Prop Mgmt/ Other Outside Serv Travel & MealsComputers/Software/ Equipment Telephone/ Fax/ InternetOffice Supplies / Printing / Postage/ AdvertisingMeetings/ Seminars/ Dues/ Subscriptions/ Online ServInsuranceTotal

ACTUAL TO DATEPersonal Services (incl. Benefits)Office Occupancy ExpensesOther Post Employment CostProfessional Serv/ Consultant Fees/ Agency TempsOffice Maint/ Prop Mgmt/ Other Outside Serv Travel & MealsComputers/Software/ Equipment Telephone/ Fax/ InternetOffice Supplies / Printing / Postage/ AdvertisingMeetings/ Seminars/ Dues/ Subscriptions/ Online ServInsuranceTotal

Balance RemainingPersonal Services (incl. Benefits)Office Occupancy ExpensesOther Post Employment CostProfessional Serv/ Consultant Fees/ Agency TempsOffice Maint/ Prop Mgmt/ Other Outside Serv Travel & MealsComputers/Software/ Equipment Telephone/ Fax/ InternetOffice Supplies / Printing / Postage/ AdvertisingMeetings/ Seminars/ Dues/ Subscriptions/ Online ServInsuranceTotal

OVERVIEW Annual Budget Actual to Date Balance Remaining % of Annual Budget Used


Subsidiary Operating Budget Summary Variance Report December 31, 2017

Atlantic YardsComm Dev

Corp

ConventionCenter

Empire State NewMarket Corp

Erie CanalHarbor

EmpowermentZone

HCDC MoynihanStation

Queens West USA Niagara Total HCDCWeatherization

LMDC

ANNUAL BUDGETPersonal Services (incl. Benefits) $178,288 $373,431 $0 $978,194 $324,121 $1,089,394 $882,223 $64,584 $618,423 $4,508,658 $542,957 $997,240Occupancy Expenses 11,097 32,000 0 70,000 0 11,000 0 16,000 57,300 197,397 0 245,000Government Assessment Fee 0 0 0 0 0 0 0 0 0 0 0 0Repairs / Maint / Prop Mgmt / Other Outside Serv / Expenses 5,500 15,000 1,000 69,500 3,025 23,400 20,000 400 7,700 145,525 406,103 15,846Computers, Software & Equipment 0 0 0 0 0 5,000 7,000 0 5,500 17,500 1,000 9,324Telephone/Fax/Internet 0 3,000 0 4,000 500 20,000 55,000 0 17,600 100,100 1,000 5,837Legal / Accounting Fees 0 24,000 155,000 2,500 24,000 60,000 0 1,000 500 267,000 12,500 0Consulting Fees 0 214,000 155,000 0 0 5,000 10,000 0 0 384,000 0 35,400Office Supplies / Printing / Advertising 0 3,000 0 4,000 150 30,000 25,000 0 4,125 66,275 6,500 1,370Insurance 35,115 30,351 12,662 59,280 8,884 65,280 24,717 8,981 12,595 257,865 19,000 19,676Travel & Meals 0 15,000 3,500 2,000 750 5,500 7,000 0 750 34,500 10,000 0On-Line Services, Dues & Subscriptions 0 300 4,700 1,500 0 9,000 0 0 3,000 18,500 1,000 0

Total $230,000 $710,082 $331,862 $1,190,974 $361,430 $1,323,574 $1,030,940 $90,965 $727,493 $5,997,320 $1,000,060 $1,329,693

ACTUAL SPENDING TO DATEPersonal Services (incl. Benefits) $137,045 $203,937 $0 $741,208 $249,290 $820,953 $447,307 $6,373 $424,500 $3,030,614 $451,693 $760,260Occupancy Expenses 7,378 7,374 0 47,797 0 0 0 7,370 47,586 117,505 0 148,250Government Assessment Fee 0 0 0 0 0 0 0 0 0 0 0 0Repairs/Maint/Prop Mgmt/Other Outside Serv/Expenses 2,426 1,449 600 47,733 0 4,623 16,268 200 1,675 74,975 53,920 13,488Computers, Software & Equipment 0 0 0 0 0 839 0 0 2,326 3,165 0 7,671Telephone/Fax/Internet 0 1,245 0 2,761 383 3,444 24,287 0 5,839 37,959 2,310 6,138Legal / Accounting Fees 0 22,000 124,183 0 6,000 44,393 0 0 0 196,575 13,000 40,000Consulting Fees 0 0 110,000 0 0 0 0 0 0 110,000 0 29,500Office Supplies / Printing / Advertising 0 0 0 3,103 0 3,776 0 0 894 7,773 4,527 1,178Insurance 28,494 25,028 11,339 14,911 8,220 46,642 19,225 6,908 12,146 172,912 6,102 13,486Travel & Meals 0 1,434 0 51 0 2,815 1,375 0 31 5,706 11,459 0On-Line Services, Dues & Subscriptions 0 0 80 1,500 0 1,141 0 0 940 3,661 13,404 1,006

Total $175,343 $262,467 $246,201 $859,065 $263,893 $928,626 $508,462 $20,850 $495,939 $3,760,846 $556,415 $1,020,977

BALANCE REMAININGPersonal Services (incl. Benefits) $41,243 $169,494 $0 $236,986 $74,831 $268,441 $434,916 $58,211 $193,923 $1,478,044 $91,264 $236,980Occupancy Expenses 3,719 24,626 0 22,203 0 11,000 0 8,630 9,714 79,892 0 96,750Government Assessment Fee 0 0 0 0 0 0 0 0 0 0 0 0Repairs/Maint/Prop Mgmt/Other Outside Serv/Expenses 3,074 13,551 400 21,767 3,025 18,777 3,732 200 6,025 70,550 352,183 2,358Computers, Software & Equipment 0 0 0 0 0 4,161 7,000 0 3,174 14,335 1,000 1,653Telephone/Fax/Internet 0 1,755 0 1,239 118 16,556 30,713 0 11,761 62,141 (1,310) (301)Legal / Accounting Fees 0 2,000 30,817 2,500 18,000 15,607 0 1,000 500 70,425 (500) (40,000)Consulting Fees 0 214,000 45,000 0 0 5,000 10,000 0 0 274,000 0 5,900Office Supplies / Printing / Advertising 0 3,000 0 897 150 26,224 25,000 0 3,231 58,502 1,973 192Insurance 6,621 5,323 1,323 44,369 664 18,638 5,492 2,073 449 84,953 12,898 6,190Travel & Meals 0 13,566 3,500 1,949 750 2,685 5,625 0 719 28,794 (1,459) 0On-Line Services, Dues & Subscriptions 0 300 4,620 0 0 7,859 0 0 2,060 14,839 (12,404) (1,006)

Total $54,657 $447,615 $85,661 $331,909 $97,537 $394,948 $522,478 $70,115 $231,554 $2,236,474 $443,645 $308,716

OVERVIEW Annual Budget $230,000 $710,082 $331,862 $1,190,974 $361,430 $1,323,574 $1,030,940 $90,965 $727,493 $5,997,320 $1,000,060 $1,329,693Actual to Date $175,343 $262,467 $246,201 $859,065 $263,893 $928,626 $508,462 $20,850 $495,939 $3,760,846 $556,415 $1,020,977Balance Remaining $54,657 $447,615 $85,661 $331,909 $97,537 $394,948 $522,478 $70,115 $231,554 $2,236,474 $443,645 $308,716% of Annual Budget Used 76.24% 36.96% 74.19% 72.13% 73.01% 70.16% 49.32% 22.92% 68.17% 62.71% 55.64% 76.78%


Subsidiary Capital Budget Summary Variance ReportDecember 31, 2017

ConventionCenter

Erie CanalHarbor

MoynihanStation

Farley Queens West USA NiagaraTotal All

Subsidiaries

ANNUAL BUDGETAcquisition Costs $0 $100,000 $0 $0 $0 $0 $100,000Design & Other Soft Costs 6,000,000 6,409,317 13,408,680 400,000 0 3,803,600 30,021,597Legal Costs 3,000,000 650,000 2,700,000 2,500,000 40,000 100,000 8,990,000Property Management/Maintenance Costs 12,000,000 2,175,000 0 14,000,000 120,000 1,500,000 29,795,000Insurance 5,000,000 143,000 3,476,406 100,000 0 0 8,719,406Demolition & Site Clearance 1,000,000 0 0 0 0 0 1,000,000Construction Costs 429,000,000 24,486,139 373,419,934 0 1,350,000 5,031,000 833,287,073Other Misc. Costs 10,000,000 300,000 25,100,000 2,000,000 0 3,900,000 41,300,000 Total $466,000,000 $34,263,456 $418,105,020 $19,000,000 $1,510,000 $14,334,600 $953,213,076

ACTUAL SPENDING TO DATEAcquisition Costs $0 $38,637 $0 $0 $0 $10,000 $48,637Design & Other Soft Costs 6,765,130 1,280,532 9,708,680 0 0 118,660 17,873,002Legal Costs 942,435 222,335 2,345,046 305,469 0 13,961 3,829,246Property Management/Maintenance Costs 5,307,414 1,124,246 0 0 174,235 1,171,635 7,777,530Insurance 872,569 89,754 2,279,587 65,526 0 29,628 3,337,064Demolition & Site Clearance 0 0 0 0 0 0 0Construction Costs 89,248,706 3,335,217 274,717,449 0 0 1,298,435 368,599,807Other Misc. Costs 0 226,398 25,100,000 568 0 375 25,327,341 Total $103,136,254 $6,317,119 $314,150,762 $371,563 $174,235 $2,642,693 $426,792,626

BALANCE REMAININGAcquisition Costs $0 $61,363 $0 $0 $0 -$10,000 $51,363Design & Other Soft Costs -765,130 5,128,785 3,700,000 400,000 0 3,684,940 12,148,595Legal Costs 2,057,565 427,665 354,954 2,194,531 40,000 86,040 5,160,754Property Management/Maintenance Costs 6,692,586 1,050,754 0 14,000,000 -54,235 328,365 22,017,470Insurance 4,127,431 53,246 1,196,819 34,474 0 -29,628 5,382,342Demolition & Site Clearance 1,000,000 0 0 0 0 0 1,000,000Construction Costs 339,751,294 21,150,922 98,702,485 0 1,350,000 3,732,565 464,687,266Other Misc. Costs 10,000,000 73,602 0 1,999,432 0 3,899,625 15,972,659 Total $362,863,746 $27,946,337 $103,954,258 $18,628,437 $1,335,765 $11,691,907 $526,420,450

ANNUAL OVERVIEWAnnual Budget $466,000,000 $34,263,456 $418,105,020 $19,000,000 $1,510,000 $14,334,600 $953,213,076Actual Spending to Date $103,136,254 $6,317,119 $314,150,762 $371,563 $174,235 $2,642,693 $426,792,626Balance Remaining $362,863,746 $27,946,337 $103,954,258 $18,628,437 $1,335,765 $11,691,907 $526,420,450% of Budget Used 22.13% 18.44% 75.14% 1.96% 11.54% 18.44% 44.77%


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