GREATER GLENS FALLS LOCAL DEVELOPMENT CORPORATION BOARD OF DIRECTORS. September 20, 2012 MEETING MINUTES

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1 GREATER GLENS FALLS LOCAL DEVELOPMENT CORPORATION BOARD OF DIRECTORS September 20, 2012 MEETING MINUTES A regular meeting of the Greater Glens Falls Local Development Corporation was held immediately following the Glens Falls IDA meeting on Thursday September 20, 2012 in the Mayor s Conference Room, City Hall, 42 Ridge Street, Glens Falls, New York PRESENT: Chairman Hon. John Diamond, Board members: Judith Calogero, Roy Thomas, and Dan Girard Vice-Chairman Todd Feigenbaum and Dan Hall ABSENT: Lois Robinson ALSO PRESENT: Edward Bartholomew, CEO, Attorney Matthew Fuller, Jacqueline Squadere of Community Development, Thomas Ross, CFO, Marvin & Company, Robert Murray and Greg LaMountain of Shelter Planning Associates, Maury Thompson, The Post-Star, Ben Driscoll, Christine Reynolds, George Ludwig Chairman Diamond brought the meeting to order. The first item on the agenda is approval of the last meeting s minutes. RESOLUTION NO On the motion of Board member Dan Girard, seconded by Board member Todd Feigenbaum all voting affirmatively, it was RESOLVED, that the Greater Glens Falls Local Development Corporation hereby approves the minutes of the August 9, 2012 meeting. The next item on the agenda is bills to be paid. RESOLUTION NO On the motion of Board member Todd Feigenbaum, seconded by Board member Dan Hall, all voting affirmatively, it was RESOLVED, that the bills be paid as presented at the meeting.

2 The next item on the agenda is the Updated Financial Statement Mr. Ross stated there was nothing unusual for the month. RESOLUTION NO On the motion of Board member Dan Girard, seconded by Board member Roy Thomas, all voting affirmatively, it was RESOLVED, that the monthly financials be approved. Old Business CEO Bartholomew updated the Board on the Community Challenge Grant and the numerous meetings that have been held. They are looking at a November timetable for completing their work and hopefully moving to the next round of grants. CEO Bartholomew noted the two façade program presentations from the joint IDA/LDC portion of the meetings this morning. 1. Christine Reynolds on behalf of M&M Properties, 21 Ridge Street (former Black Watch restaurant). Christine presented the proposed changes to the first floor façade. The Board asked if the marble was being replaced on the upper floors and Christine reported that though they had looked at this, that project cannot be undertaken at this time due to the levels of coverings and finances of that. The request is for $6,000 matching from LDC and IDA in accordance with the façade program Glen Street, Tina Foglietta s building. George Ludwig made the presentation on behalf of the applicant. Seeking up to $6,000 matching each from the IDA and LDC in accordance with the façade program. The first floor façade will be redone with clear glass and marble and the brick work on the upper floors will be maintained. Windows will be replaced on the rear of the building where currently the windows are boarded up. CEO Bartholomew then reported on the work at Tech Meadows. The infrastructure construction is under way. He is working with the school on temporary closings of portions of Sherman in late September or October, but none will close off the faculty parking or neighboring parking. The Board needs to approve the temporary borrowing from Glens Falls National to cover the reimbursement time frame with the grants. Mr. Bartholomew thanked Glens Falls National for once again stepping in to assist the LDC with this worthwhile economic development project.

3 New Business The resolutions noted on the agenda were discussed by the board. As was noted in the IDA meeting, long time CFO Tom Ross is moving to part time retirement, and the board thanked him for his many years of service to the LDC and IDA and all the projects he has helped with including the loan program. Mr. Ross has worked with Leo Rigby to transition the CFO work seamlessly, and the Board unanimously thanked Tom for all his efforts. RESOLUTION NO On the motion of Board member Dan Girard, seconded by Board member Roy Thomas, all voting affirmatively, it was RESOLVED, that the Board of Directors of the GGLFDC does hereby thank and commend Thomas J. Ross for his many years of dedicated service to the corporation and wishes him the best as he transitions into retirement. CEO Bartholomew noted that the Board needs to officially appoint Mr. Rigby as CFO. RESOLUTION NO On the motion of Board member Dan Girard, seconded by Board member Roy Thomas, all voting affirmatively, it was RESOLVED, that Leo Rigby of Marvin & Company is appointed CFO of the GGFLDC effective September 1, CEO Bartholomew then reported on the mid year budget adjustments that are needed for current year. The Board reviewed them and the treasurer has already reviewed and approved them. RESOLUTION NO On the motion of Board member Dan Girard, seconded by Board member Dan Hall, all voting affirmatively, it was RESOLVED, that the mid year adjustments to the 2012 budget are approved. The Board then discussed the PARIS requirements and 3 year budget projections prepared by CEO Bartholomew. RESOLUTION NO

4 On the motion of Board member Todd Feigenbaum, seconded by Board member Dan Girard, all voting affirmatively, it was RESOLVED, that the Board approves the 2013, 2014, 2015 budgets and approves submission of same via PARIS reporting to New York State. CEO Bartholomew reported on the grant recipient agreements for the LDC to administer grants on behalf of the City in the amount of $27,124. RESOLUTION NO On the motion of Board member Todd Feigenbaum, seconded by Board member Roy Thomas, all voting affirmatively, it was RESOLVED, that the Board approves the grant recipient agreements for the LDC to administer grants on behalf of the City in the amount of $27,124. RESOLUTION NO On the motion of Board member Dan Hall, seconded by Board member Roy Thomas, all voting affirmatively, it was RESOLVED, that the following resolution is adopted: RESOLUTION OF THE BOARD OF DIRECTORS OF THE GREATER GLENS FALLS LOCAL DEVELOPMENT CORPORATION APPROVING BORROWING AND INVESTMENT WHEREAS, the Greater Glens Falls Local Development Corporation (the GGFLDC ) is a not for profit local development corporation formed under Sections 1411 and 402 of the Not-for-Profit Corporation Law of the State of New York; and WHEREAS, the GGFLDC was formed for, among other purposes, relieving and reducing unemployment, promoting and providing for additional and maximum employment, bettering and maintaining job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, carrying on such scientific research for the purpose of aiding a community or geographical area by attracting new industry to the community or area or by encouraging the development of, or retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and WHEREAS, the GGFLDC has, among its corporate powers, the power to construct, acquire, rehabilitate and improve for use by other industrial, manufacturing, research, warehousing, commercial or retail plants or facilities in the territory in which its

5 operations are principally to be conducted, to assist financially in such construction, acquisition, rehabilitation and improvement, to maintain such plants for others in such territory, to disseminate information and furnish advice, technical assistance and liaison with federal, state and local authorities with respect thereto, to acquire by purchase, lease, gift, bequest, devise or otherwise real or personal property or interest therein, to borrow money and to issue negotiable bonds, notes and other obligations therefor, and notwithstanding Section 510 of the Not-for-Profit Corporation Law (Disposition of all or substantially all assets) without leave of court, to sell, lease, mortgage or otherwise dispose of or encumber any such plants or any of its real or personal property or any interest therein upon such terms as it may determined and, in connection with loans from the New York job development authority, to enter into covenants and agreements and to comply with all the terms, conditions and provisions thereof, and otherwise to carry out its corporate purposes and to foster and encourage the location or expansion of industrial, manufacturing, research, warehousing, commercial or retail plants or facilities in the territory in which the operations of the corporation are principally to be conducted, to enter into and carry out contracts, to solicit contributions (charitable and noncharitable) to be use for the corporate purposes, and to do all acts necessary or convenient for attainment of the corporate purposes; and WHEREAS, in furtherance of its corporate powers, the GGFLDC has invested in and overseen the planning of a project originally known as Veteran s Field, now known as Tech Meadows, formerly located in the Town of Queensbury, and since annexed to the City of Glens Falls, and located off Veterans Road, Sherman Avenue and Luzerne Road, in the City of Glens Falls; and WHEREAS, the GGFLDC has received grants for electrical and related infrastructure service to Tech Meadows; and WHEREAS, the GGFLDC has been the recipient of grants from the US Department of Commerce, Economic Development Administration in the amount of $537,893, Empire State Development in the amount of $215,157, and has partnered with the Glens Falls Industrial Development Agency which will contribute the sum of $12,000, the City of Glens Falls Water and Sewer which will contribute $275,000, and the GGFLDC proposed to invest $35,736, for infrastructure improvements including water and sewer service to Tech Meadows, to foster economic development and job creation in Tech Meadows; and WHEREAS, the grants referenced above are reimbursement grants whereby the GGFLDC must first spend the funds for the water and sewer infrastructure and receive reimbursement therefor upon presentation of request for reimbursement; and WHEREAS, during May and June of 2012, the GGFLDC let bids for the

6 construction of water and sewer improvements along Veterans Road and Sherman Avenue to service Tech Meadows; and WHEREAS, the GGFLDC approved and entered into a contract dated July 12, 2012, with the Cutting Edge Group, LLC for the water and sewer and related improvements to Tech Meadows; and WHEREAS, the GGFLDC has negotiated with Glens Falls National Bank and Trust Company for a loan to cover the reimbursement period between the construction of the improvements by Cutting Edge Group, LLC and the GGFLDC s payment therefore, and the reimbursement of the above grants and contributions; and WHEREAS, by letter dated August 29, 2012, Glens Falls National Bank and Trust Company did offer to loan the sum not to exceed $925,000 pursuant to terms and conditions contained in a Preliminary Term Sheet, a copy of which is attached to this resolution, and which includes interest at the Wall Street Journal Prime rate, adjusted monthly, and other conditions contained in said loan offer; and WHEREAS, if acceptable to the Board of Directors of the GGFLDC and Glens Falls National Bank and Trust Company, the preliminary term sheet, with slight modifications based on documentation and other items requested by the bank, will result in a commitment letter outlining closing items for said loan; and WHEREAS, the Board of Directors of the GGFLDC, have reviewed the SEQRA finding statements of both the Town Board of the Town of Queensbury dated April 23, 2001, and the Common Council of the City of Glens Falls dated June 1, 2001; and WHEREAS, the Board of Directors of the GGFLDC finds that there is no deviation from the Findings contained in said statement by way of the actions undertaken by the GGFLDC in furtherance of the development plans presented by, and approved as part of, said SEQRA findings noted above; and WHEREAS, having considered all of the foregoing, the GGFLDC does wish to join with the Glens Falls Industrial Development Agency and the City of Glens Falls Water and Sewer Department in making investments in Tech Meadows as noted above, and does wish to approve the borrowing from Glens Falls National Bank and Trust Company. NOW THEREFORE BE IT: RESOLVED, that the Board of Directors finds it to be in the best interests of the GGFLDC in accordance with the corporate powers of the GGFLDC to continue the

7 infrastructure improvement project identified above for Tech Meadows, and to borrow the necessary funds for the reimbursement period of the grants referenced above; and be it further RESOLVED, that the Board of Directors approves the borrowing in the amount not to exceed $925,000 from Glens Falls National Bank and Trust Company by the GGFLDC in accordance with the Preliminary Term Sheet, with the loan to be repaid from reimbursement of grant funds from the US Department of Commerce, Economic Development Administration in the amount of $537,893 and Empire State Development in the amount of $215,157,and contributions from the Glens Falls Industrial Development Agency in the amount of $12,000 and the City of Glens Falls Water and Sewer in the amount of $275,000; and be it further RESOLVED, that inasmuch as the Preliminary Term Sheet is preliminary with items to be clarified, the Board of Directors does hereby authorize the Chairman, and in his absence, the vice chair, to approve any final commitment letter from Glens Falls National Bank and Trust Company, after review and approval of such commitment letter by counsel to the GGFLDC; and be it further RESOLVED, that the loan be evidenced on such notes, mortgages, negative pledge agreements and such other and further documents as counsel to the GGFLDC deems necessary and advisable in order to close on such loan with Glens Falls National Bank and Trust Company; and be it further RESOLVED, that the Chairman of the GGFLDC, and in his absence the vice chair, be, and they hereby are, authorized to execute any and all necessary loan documents, including but not limited to notes, mortgages, negative pledge agreements and other documents advised by counsel to the GGFLDC and in accordance with any final commitment letter issued by Glens Falls National Bank and Trust Company, and that this resolution shall evidence the approval of the Board of Directors of the GGFLDC for same; and be it further RESOLVED, that the GGFLDC s contribution of the sum of $35,736 towards the above referenced infrastructure project be, and the same hereby is, approved; and be it further RESOLVED, that the Chairman, and in his absence the vice chair, be, and they hereby are, authorized to take any and all such further action as may be required to carry out the terms, conditions and intentions of the foregoing resolutions; and be it further RESOLVED, that the foregoing resolutions shall take effect immediately.

8 CEO Bartholomew then reported on the renewal of Shelter Planning for their technical assistance with IDA/LDC façade program applications. The process has worked well and has also benefitted the LDC and IDA with other façade grant applications as it shows investment in the program at the local level. RESOLUTION NO On the motion of Board member Dan Girard, seconded by Board member Todd Feigenbaum, all voting affirmatively, it was RESOLVED, that the board approves the local façade LDC and IDA technical assistance by Shelter Planning with cost to be borne equally by IDA and LDC. RESOLUTION NO On the motion of Board member Dan Girard, seconded by Board member Roy Thomas, all voting affirmatively, it was RESOLVED, that the local façade application for 178 Glen Street is approved, subject to planning board and SHPO approval, and LDC approval of the façade plans. RESOLUTION NO On the motion of Board member Dan Girard, seconded by Board member Roy Thomas, all voting affirmatively, it was RESOLVED, that the local façade application 21 Ridge Street is approved, subject to planning board and SHPO approval. RESOLUTION NO On the motion of Board member Dan Girard, seconded by Board member Dan Hall, all voting affirmatively, it was RESOLVED, that the next meeting of the LDC Board is October 11, RESOLUTION NO On the motion of Board member Roy Thomas, seconded by Board member Dan Hall, all voting affirmatively, it was RESOLVED, that the Greater Glens Falls Local Development Corporation hereby adjourns the September 20, 2012 meeting.

9 Attachments: - Agenda - Financials Budget Amendments

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