Regular Meeting of the New Rochelle Corporation for Local Development November 29, 2017 at 7:30 PM 515 North Ave. City Hall, Conf. Rm. B-1, New Rochelle, New York 10801 1. Roll Call/Announcements AGENDA 2. Minutes- Approval of October 25, 2017 Meeting Minutes 3. 70 Nardozzi LLC, 70 Nardozzi Place- Authorizing Resolution, Bond Issuance 4. Admin. a. Adoption of the City of New Rochelle Economic Opportunity and Nondiscrimination Policy Amendment b. Authorizing Resolution- Professional Auditing Services 5. Other Business/Discussion Items 6. Next Meeting Date December 20, 2017 7. Adjournment
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Date: November 29, 2017 At a meeting of the City of New Rochelle Corporation for Local Development (the "Corporation") held on November 29, 2017, at City Hall, 515 North Avenue, New Rochelle, New York, the following directors of the Corporation were: Present: Absent: Also Present: After the meeting had been duly called to order, the Chair announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to the New Rochelle Industrial Development Agency's 70 Nardozzi LLC project located at 70 Nardozzi Place, City of New Rochelle, New York. The following resolution was duly moved by, seconded by, discussed and adopted with the following members voting: Voting Aye Voting Nay 292238 3233590v1 10
RESOLUTION OF THE CITY OF NEW ROCHELLE CORPORATION FOR LOCAL DEVELOPMENT APPROVING (i) THE ISSUANCE OF TAX- EXEMPT AND/OR TAXABLE REVENUE BONDS TO PAY FOR THE COSTS OF THE PROJECT (AS MORE PARTICULARLY DESCRIBED BELOW) AND THE 70 NARDOZZI LLC AND (ii) THE EXECUTION AND DELIVERY OF THE COMPANY LEASE TO CORPORATION AND THE CORPORATION SUBLEASE TO CITY, EACH AS DEFINED BELOW, TOGETHER WITH ALL DOCUMENTS, CERTIFICATES AND AGREEMENTS IN CONNECTION WITH SAME WHEREAS, pursuant to the purposes and powers contained within Section 1411 of the Not-for-Profit Corporation Law of the State of New York (the "State"), as amended, and pursuant to its certificate of incorporation filed on August 17, 2012, the CITY OF NEW ROCHELLE CORPORATION FOR LOCAL DEVELOPMENT (the "Corporation") was established as a not-for-profit local development corporation of the State with the authority and power to own, lease and sell personal and real property for the purposes of, among other things, acquiring, constructing and equipping certain projects exclusively in furtherance of the charitable or public purposes of relieving and reducing unemployment, promoting and providing for additional and maximum employment, bettering and maintaining job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, by encouraging the development of, or retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and WHEREAS, 70 NARDOZZI LLC (the "Company") previously submitted an application to the NEW ROCHELLE INDUSTRIAL DEVELOPMENT AGENCY (the "Agency") requesting the Agency s assistance with a certain project (the "Project") for the benefit of the Company consisting of: (i) the Agency taking title, possession or control (by deed, lease, license or otherwise) of an 3.87-acre parcel of land commonly known as 70 Nardozzi Place, City of New Rochelle, Westchester County, New York, being more particularly identified as Section 2, Block 564, Lot 0002 (collectively, the "Land"); (ii) the construction on the Land of (A) a two-story building containing approximately 170,000 square feet, the ground floor of which will accommodate approximately 130,000 square feet to be utilized as the City of New Rochelle's Department of Public Works operations center, and the second floor of which is intended to accommodate approximately 40,000 square feet of tenant space to be used as a health club (±37,000 square feet) and retail space (±3,000 square feet), together with related infrastructure and parking (collectively, the "Building 1 Improvements"), and (B) a five-story building containing approximately 70,000 square feet to be used as a self-storage facility with approximately 209 parking spaces (the "Building 2 Improvements"; and, together with the Building 1 Improvements, the "Improvements"); and (iii) the acquisition and installation by the Company in and around the Land and the Improvements of items of equipment, machinery and other tangible personal property (the "Equipment"; and, together with the Land and Improvements, collectively, the "Facility"), all as more fully detailed in the Company's Application on file with the Agency; and WHEREAS, pursuant to the New York State Environmental Quality Review Act, Article 8 of the Environmental Conservation Law and the regulations adopted pursuant thereto at 6 285205 2963647v1 11
N.Y.C.R.R. Part 617, as amended (collectively referred to as "SEQRA"), the Corporation must satisfy the applicable requirements set forth in SEQRA, as necessary, prior to making a final determination whether to undertake the Project; and WHEREAS, the Company made application to the City of New Rochelle Planning Board (the "Planning Board") for site plan approval in connection with the Project; and WHEREAS, pursuant to SEQRA, the Planning Board declared itself Lead Agency in connection with all processing procedures, determinations and findings, to be made or conducted with respect to the site plan submitted by the Company; and WHEREAS, by resolutions No.124-2017 duly adopted on November 28, 2017, the Planning Board determined that this action constitutes an Unlisted Action under 6 NYCRR Part 617 of the SEQRA regulations, which will not have a significant effect on the environment and therefore does not require the preparation of an Environmental Impact Statement; and WHEREAS, pursuant to resolutions adopted by the Agency on November 2, 2017 and November 29, 2017 (collectively, the "Agency Authorizing Resolution"), the Agency approved the undertaking of the Project and the provision of the Financial Assistance (as defined in the Agency Authorizing Resolution); and WHEREAS, the Corporation is contemplating the issuance of its Tax-Exempt and/or Taxable Revenue Bonds in one or more series and in an amount not to exceed the lesser of the costs of the Project or $25,000,000 (collectively, the "Bonds"); and WHEREAS, the Bonds are being issued pursuant to a Bond Purchase Agreement or other similar document (the "Bond Purchase Agreement"), to be dated as of December 1, 2017 (or other such appropriate date as agreed to by the Chair, President/CEO and or Treasurer/CFO of the Corporation, each an "Authorized Officer"), by and among the Corporation, the Company and a bond purchaser to be identified by the Corporation (the "Bondholder"); and WHEREAS, the Corporation will assign to the Bondholder its rights (other than the Unassigned Rights (as defined in the Bond Purchase Agreement) under the Corporation Sublease to City (as defined below), pursuant to the Pledge and Assignment, or other similar document, to be dated as of December 1, 2017 (or other such appropriate date as agreed to by the Authorized Officer), from the Corporation to the Bondholder with an acknowledgment thereof by the City (the "Assignment") WHEREAS, it is contemplated that the Company will lease to the Corporation pursuant to an Agreement of Lease (the "Company Lease to Corporation") for a basic term of forty-five (45) years with two (2) options on the part of the Corporation to renew for ten (10) years each (for a total possible term of sixty-five (65) years) a portion of the Improvements and two (2) unenclosed portions of the Land on which the Improvements will be located for use as a storage area and a parking area. Pursuant to the Company Lease to Corporation, such portion of the Improvements may be used for the City of New Rochelle Department of Public Works and for any other lawful use and purpose, and for uses accessory or ancillary thereto, including, without 12
limitation, the storage, operation, repair and replacement of vehicles, machinery and equipment and the storage and use of supplies, inventory and materials in connection therewith, and for no other purpose; and WHEREAS, it is contemplated that the Corporation will pay to the Company minimum annual rental ("Minimum Rent") during the term of the Company Lease to Corporation (including any renewal terms if the Corporation's option for the same are exercised) as follows: (i) for the first lease year, the amount of $260,000; and (ii) for each subsequent lease year, the immediate prior Minimum Rent increased by 1.65%; and WHEREAS, it is contemplated that under the terms of the Company Lease to Corporation, the Company will be responsible for the construction and equipping of the Facility and the Corporation will be responsible for the payment of the costs incurred by the Company in connection with such construction and equipping in an amount not to exceed $25,000,000; and WHEREAS, it is contemplated that the Corporation will, in turn, sublease the Facility to the City of New Rochelle (the "City") pursuant to a Sublease (the "Corporation Sublease to City") for a term equal to the term of the Company Lease to Corporation (less one day); and WHEREAS, it is contemplated that the City will be permitted to use the Facility for the uses permitted under the Company Lease to Corporation and shall pay rent to the Corporation as set forth in the Corporation Sublease to City, which rent shall include, but not be limited to, all amounts due and payable by the Corporation to the Company under the Company Lease to Corporation. NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE CITY OF NEW ROCHELLE CORPORATION FOR LOCAL DEVELOPMENT AS FOLLOWS: Section 1. It is the policy of the State to promote the economic welfare, recreation opportunities and prosperity of its inhabitants and to actively promote, attract, encourage and develop recreation and economically sound commerce and industry for the purpose of preventing unemployment and economic deterioration. Section 2. It is among the purposes of the Corporation to promote, develop, encourage and assist in the acquisition, construction, rehabilitation and improvement of facilities for not-for profit corporations and thereby relieve and reduce unemployment, better and maintain job opportunities and lessen the burdens of government. Section 3. The Corporation makes the following findings and determinations: (a) (b) the Project is in furtherance of the purposes of the Corporation; and the issuance of the Bonds will lessen the burdens of government; and (c) it is desirable and in the public interest for the Corporation to issue its Bonds to finance the costs of the Project, together with certain related costs and amounts, in an aggregate amount not to exceed $25,000,000. 13
Section 4. The Planning Board conducted a review of the Project pursuant to SEQRA. In addition to classifying the Project as an Unlisted Action pursuant to SEQRA, the Planning Board by resolution No. 76-2015 duly adopted on July 28, 2015, determined that the Project did not present a potential significant adverse environmental impact. The Corporation, having reviewed the materials presented by the Company, including, but not limited to, a Full Environmental Assessment Form, further determines that the Project does not pose a potential significant adverse environmental impact and thus adopts the Negative Declaration previously issued by the Planning Board pursuant to 6 N.Y.C.R.R. 617.7. Section 5. In consequence of the foregoing, the Corporation hereby determines to: (a) execute the Bond Purchase Agreement; and (b) issue and deliver the Bonds to the Bondholder on or before March 31, 2018, subject however to the approval of the final terms for the Bonds and the terms and conditions of the Bond Purchase Agreement consistent with this Resolution, and the prior written approval of all terms contained therein, and of the terms of the Bonds, by the Authorized Officer of the Corporation; and (c) assign certain of its rights (excluding Unassigned Rights) under the Corporation Sublease to City pursuant to the Assignment; and (d) use the proceeds of the Bonds to finance the costs of the Project, including payment of a portion of the costs of the acquisition, construction and equipping of the Facility and to pay necessary incidental expenses in accordance with the Bond Purchase Agreement, the Company Lease to Corporation and the Corporation Sublease to City; and (e) execute a Tax Compliance Agreement, to be dated the date of the issuance of the Bonds (or other such appropriate date as agreed to by the Authorized Officer (the "Tax Compliance Agreement") and a completed Internal Revenue Service Form 8038 (Information Return for Private Activity Bonds) relating to the Bonds (the "Information Return") and file the Information Return with the Internal Revenue Service in connection with the issuance of the Bonds; and (f) execute and deliver all other certificates and documents required in connection with issuance and sale of the Bonds and any other documents as may be required by the Bondholder or otherwise required to accomplish the Project, qualify the interest on the Bonds for tax-exempt status under Section 103 of the Code (collectively, with the Bond Purchase Agreement, the Company Lease to Corporation, the Corporation Lease to City, the Assignment, the Tax Compliance Agreement and the Information Return, the "Financing Documents"). Section 6. The Corporation is hereby authorized to finance the costs of acquisition, construction and equipping of the Facility and the funding of the costs of issuance, by the issuance of the Bonds and all acts previously taken by the Corporation with respect to the Project and the issuance of the Bonds are hereby approved, ratified and confirmed. 14
Section 7. The Corporation is hereby authorized to issue, execute, sell and deliver the Bonds to the Bondholder in accordance with the provisions of the Bond Purchase Agreement and the terms authorized in this Resolution. Each of the Authorized Officers of the Corporation is hereby authorized, on behalf of the Corporation, to execute (by manual or facsimile signature) and deliver the Financing Documents, on such terms and conditions as shall be consistent with this Resolution and approved by an Authorized Officer, the execution thereof by such Authorized Officer constituting conclusive evidence of such approval. Section 8. The Corporation, through an Authorized Officer, is hereby authorized to issue, execute, sell and deliver to the Bondholder the Bonds in the aggregate principal amount of up to $25,000,000 in the form heretofore approved in Section 4 of this Resolution, pursuant to the Act and in accordance with the Bond Purchase Agreement; provided that: (a) the Bonds authorized to be issued, executed, sold and delivered pursuant to this Section 7 (i) shall be issued, executed and delivered at such time as an Authorized Officer shall determine, (ii) shall be in such aggregate principal amount (not to exceed $25,000,000) as is hereinafter approved by an Authorized Officer, (iii) shall bear interest at such rates as are set forth in the Bonds and the Bond Purchase Agreement or as are hereinafter approved by an Authorized Officer, and (iv) shall be subject to prepayment prior to maturity, and have such other provisions and be issued in such manner and on such conditions as are set forth in the Bonds and the Bond Purchase Agreement, all of which provisions are specifically incorporated herein with the same force and effect as if fully set forth in this Resolution; and (b) the Bonds shall be issued solely for the purpose of providing funds to pay the costs of the Project, the administrative, legal, financial, and other expenses of the Corporation in connection with such assistance and incidental to the issuance of the Bonds, as such costs are more specifically set forth in the Financing Documents; and (c) the Bonds and the interest thereon are not and shall never be a debt of the State of New York or New Rochelle, New York, and neither the State of New York nor New Rochelle, New York, shall be liable thereon; and (d) the Bonds, together with interest payable thereon, shall be special obligations of the Corporation payable solely from the revenues and receipts derived from the payments made by the City pursuant to the Corporation Lease to City or from the enforcement of the security provided by the Financing Documents. Section 9. Notwithstanding any other provision of this Resolution, the Corporation covenants that it will make no use of the proceeds of the Bonds or of any other funds which, if such use had been reasonably expected on the date of issue of the Bonds, would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. Section 10. The Authorized Officers of the Corporation are hereby authorized and directed for and in the name and on behalf of the Corporation to do all acts and things required or provided by the provisions of the Financing Documents, and to execute and deliver all such additional certificates, instruments and documents, and to do all such further acts and things as may be necessary or in the opinion of the Authorized Officer acting on behalf of the Corporation, 15
desirable and proper to effect the purposes of this Resolution and to cause compliance by the Corporation with all of the terms, covenants, and provisions of the Financing Documents binding upon the Corporation. Section 11. It is hereby found and determined that all formal actions of the Corporation concerning and relating to the adoption of this Resolution were adopted in an open meeting of the Corporation; and that all deliberations of the Corporation and of any of its committees that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements. Section 12. Due to the complex nature of this transaction, the Corporation hereby authorizes its Authorized Officers to approve, execute and deliver such further agreements, documents and certificates as the Corporation may be advised by counsel to the Corporation and/or Bond Counsel to be necessary or desirable to effectuate the foregoing, such approval to be conclusively evidenced by the execution of any such agreements, documents or certificates by the Authorized Officer acting on behalf of the Corporation. Section 13. These resolutions shall take effect immediately. [The Balance of This Page Intentionally Left Blank] 16
STATE OF NEW YORK ) ) ss: COUNTY OF WESTCHESTER ) I, the undersigned, Secretary of the City of New Rochelle Corporation for Local Development, DO HEREBY CERTIFY: That I have compared the annexed extract of minutes of the meeting of the City of New Rochelle Corporation for Local Development (the "Corporation"), including the resolutions contained therein, held on November 29, 2017, with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Corporation and of such resolutions set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FURTHER CERTIFY, that all directors of said Corporation had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FURTHER CERTIFY, that there was a quorum of the directors of the Corporation present throughout said meeting. I FURTHER CERTIFY, that as of the date hereof, the attached resolutions are in full force and effect and have not been amended, repealed or modified. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Corporation this day of November, 2017. Secretary 17
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Date: November 29, 2017 At a meeting of the City of New Rochelle Corporation for Local Development (the "Corporation") held on November 29, 2017, at City Hall, 515 North Avenue, New Rochelle, New York, the following members of the Corporation were: Present: Absent: Also Present: After the meeting had been duly called to order, the Chair announced that among the purposes of the meeting was to consider and take action on certain matters pertaining to the appointment of an audit firm. The following resolution was duly moved by, seconded by, discussed and adopted with the following members voting: Voting Aye Voting Nay 292499 3251056v1 Page 1
RESOLUTION OF THE CITY OF NEW ROCHELLE CORPORATION FOR LOCAL DEVELOPMENT (THE "CORPORATION") APPOINTING THE BONADIO GROUP AS THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM TO THE CORPORATION FOR THE PURPOSE OF PREPARING THE INDEPENDENT AUDIT REPORT OF THE CORPORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017, AND TO OTHERWISE PROVIDE THE PROFESSIONAL SERVICES, AS DEFINED BELOW. WHEREAS, pursuant to the purposes and powers contained within Section 1411 of the Not-for-Profit Corporation Law of the State of New York (the "State"), as amended, and pursuant to its certificate of incorporation filed on August 17, 2012, the CITY OF NEW ROCHELLE CORPORATION FOR LOCAL DEVELOPMENT (the "Corporation") was established as a not-for-profit local development corporation of the State with the authority and power to own, lease and sell personal and real property for the purposes of, among other things, acquiring, constructing and equipping certain projects exclusively in furtherance of the charitable or public purposes of relieving and reducing unemployment, promoting and providing for additional and maximum employment, bettering and maintaining job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, by encouraging the development of, or retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and WHEREAS, the Corporation is required by applicable law, including, without limitation, the Public Authorities Accountability Act of 2005 (as amended, the "PAAA"), to retain a certified public accounting firm to prepare an annual independent audit report in accordance with generally accepted auditing standards; and WHEREAS, the Comptroller of the Corporation has reviewed the qualifications of THE BONADIO GROUP, certified public accountants (the "Audit Firm"), and the Comptroller of the Corporation has recommended the hiring of the Audit Firm to prepare the annual independent audit report of the Corporation for the fiscal year ending December 31, 2017, and provide related services (collectively, the "Services") and has established the Audit Firm's proposed compensation for the Services; and WHEREAS, proposed compensation for the Services shall be in the annual amount of $4,655; and WHEREAS, the Audit Firm's lead (or coordinating) audit partner (having primary responsibility for the audit) with respect to the Services and the audit partner having responsibility to review the audit report, have not performed audit services for the Corporation in each of the last five (5) fiscal years of the Corporation; and WHEREAS, no officer or employee of the Corporation has been employed by the Audit Firm during the one (1) year period preceding the adoption of this resolution; and Page 2
WHEREAS, the Corporation desires to appoint the Audit Firm to prepare the Corporation's annual independent audit report for the fiscal year ending December 31, 2017 and otherwise provide the Services. NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE CITY OF NEW ROCHELLE CORPORATION FOR LOCAL DEVELOPMENT, AS FOLLOWS: Section 1. The Corporation hereby ratifies and confirms all actions heretofore taken by the Corporation's staff and the Comptroller of the Corporation in connection with procuring the Services. Section 2. The Corporation hereby accepts the recommendations of the Comptroller of the Corporation (i) that the Audit Firm is qualified to perform the Services, (ii) that no further interviews of the Audit Firm are required, and (iii) as to the terms of compensation of the Audit Firm for performing the Services. Section 3. The Bonadio Group is hereby appointed the independent certified public accounting firm to the Corporation for the purpose of preparing the independent audit report of the Corporation for the fiscal year ending December 31, 2017, and to otherwise provide the Services. Section 4. The Audit Firm shall not perform any non-audit services for or on behalf of the Corporation during the fiscal year ending December 31, 2017, unless approved in writing by the Corporation. Section 5. The Comptroller of the Corporation shall exercise direct oversight of the Audit Firm in the performance of the Services. Section 6. The Executive Director and Chief Financial Officer, acting individually or jointly, are hereby authorized and directed to negotiate and enter into a retainer agreement or similar agreement with the Audit Firm for the Services (the "Agreement"), on such terms and subject to such conditions as the Executive Director may deem advisable or necessary, subject to the terms of this resolution and the recommendations of the Comptroller of the Corporation. The Executive Director's or Chief Financial Officer's execution of the Agreement shall evidence the Corporation's approval of the terms thereof. Section 7. This Resolution shall take effect immediately. STATE OF NEW YORK ) ) ss: COUNTY OF WESTCHESTER ) I, the undersigned, Secretary of the City of New Rochelle Corporation for Local Development, DO HEREBY CERTIFY: Page 3
That I have compared the annexed extract of minutes of the meeting of the City of New Rochelle Corporation for Local Development (the "Corporation"), including the resolutions contained therein, held on November 29, 2017, with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Corporation and of such resolutions set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FURTHER CERTIFY, that all directors of said Corporation had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FURTHER CERTIFY, that there was a quorum of the directors of the Corporation present throughout said meeting. I FURTHER CERTIFY, that as of the date hereof, the attached resolutions are in full force and effect and have not been amended, repealed or modified. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Corporation this day of November, 2017. Secretary Page 4