Troy Local Development Corporation - Regular Meeting

Thank you. Thank you. Thank you.

Chuck with M&T.

M&T. M&T is appropriate for our organization and therefore secured and you feel comfortable with it.

Yeah.

Perfect. In non-banking language.

Yes. Okay. And I think it's worth noting, too, that the removal of the impairment leading into this LOI getting improved, the impairment's been there for quite some time. Mm-hmm. No, that's another thing from the audit perspective. It's nice to get that out of that. I know it even affects the city's audit on our end, too, so it's nice to see that removed.

Okay, is there any discussion on the audit presentation?

Can I just say something real quick? It is on mute for a large part of that. Can you just do a real summary of how we corrected everything? That is from the... I apologize, I Randy was like I can't hear you.

Alright, sorry Randy. Alright, so quick summary of the changes. Totally got it. The opinion because of the center, the approval of the ally essentially provides evidence that the land itself was not impaired. There wasn't there wasn't other than temporary impairment on the land. which allows us to remove the qualification that was on there in prior years. And the second draft finding that we had to obligate once we were able to investigate the investment contract to ensure that it was adequately secured and it met the requirements of the public authority law. So that was the updates to the audit. So you'll end up with an unmodified opinion on the financial statements and only the one finding related to the significant journalistic required during the audit.

Is there any further discussion points on what's presented? We have a motion to accept as presented. Motion. Do we have a second?

Second.

Okay. All in favor? Aye. Aye. Any abstain? So moved. Make a motion to adjourn the FOI-LDC Audit and Finance Committee at 9.14 a.m. Do we have a motion? Motion. Second? So carried. All right. Thank you, everyone.

All right.

Moving on to the Troy LDC special board meeting, May 1st, 2026 at 9.14 a.m. First item on the agenda is our minutes from the April 17th. Are there any points of discussion? None of this? And if not, do we have any motion to accept? Motion?

Second.

Okay, all in favor? Aye. Aye. So carried. Annual resolution.

Sure. From the 17th, you may recall that two specific sections of the annual meeting resolution were taken, primarily the annual audit. as we were working through with Wojcicki and companies. And the investment and property disposition policies were also tabled, because as part of the prior draft finding 02, there were questions on the investment policy and collateralization. Since that time, we've worked with Wojcicki, as the Audit Committee just reviewed, to eliminate one major finding Bring the annual audit for the prior two years to unqualified, which is a great bit of progress. The investment policy of the LDC, which was last touched, I believe in 2007 or eight. And full disclosure was largely just a copy paste from the ideas. Different kind of corporation, different kind of board, different kind of business profile. We've updated the investment policy for the LDC to be specific to the LDC as a local development corporation, and also take into account a more complex environment that we're living in, the use of an indenture, the use of a guaranteed investment contract as acceptable vehicles for collateralization. So the good news is the policy is now contemporary and modern. It reflects what we went through on audit, In connection with that, and it's very typical and sometimes boards get to it a few months later, it's not atypical to catch up with a bond issuance. A bond issuer is when they undertake a new set of bonds for the first time or periodically to refresh it. There's a policy document called post-issuance compliance, which means basically the LDC has a set of things to go through each year when they have outstanding bonds. for reporting, monitoring, and making sure that they remain tax exempt. So together with the revised investment policy and the post issuance compliance resolution, we have those presented today as the prior table section two of the annual organizational meeting. And as the audit committee just handed up to you as a board, section three to accept the annual audit is unqualified. The prior table versions or sections of the annual meeting resolution are presented today for consideration and adoption by the Board.

So, the post-issuance tax compliance procedures. So, this is typically done post-issuance?

That's right.

Was there a tax agreement at the issuance? Right.

It was the indenture and a tax compliance agreement and a tax questionnaire.

Okay. Was the Form 8038 filed? Right.

Yeah, that was done by the first quarter typically, and that was January 15th. Okay.

And your firm is our bond sponsor, is that correct?

That's right.

Yeah. Okay.

Are there any further discussions?

I'm sorry. So when I'm looking over this, I see there's a lot of reporting requirements. And at our last meeting, I said that I would be willing to be the treasurer. I'm not willing to be the treasurer unless I know that there is a qualified expert who will be handling all the requirements.

Okay. Typically, all of that reporting is subsumed into the annual parish report, which we did accept at the last meeting, which Danae enters each year. All that data for bond reporting is subsumed into that report.

I think there's a lot of language in here about the requirements of the chief fiscal and would that be me?

No, the CFO is the CFO for hire at the staff level. Okay, so that's very fine. Right. They need to track that as part of their scope of services now because it's the policy of the board. And on the board level, as treasurer, you would be overseeing their activities, and they report to the full board and you as the treasurer. So we talked about that a little bit in the management and board response to their findings, 001, with respect to the communication and the internal operations. And that's part of something that we talk about today, either an open session or executive session, if you want to cover that. I think it should be executive, yeah.

I'M WILLING TO DO IT IN OPEN SESSIONS.

OKAY. IT'S A PERSONNEL ISSUE. IT'S UP TO YOU. RIGHT. AND ARE WE, I GUESS, IS THE ISSUE THE POLICY OR YOUR WILLINGNESS TO BE TREASURER? BECAUSE YOU ALSO DON'T HAVE TO BE THE TREASURER.

WELL, I JUST WANT TO BE, HAVE ASSURANCE THAT THE ACTUAL REPORTING REQUIREMENTS WILL BE HANDLED BY AN EXPERT. Yeah, so that's where I'm coming from.

So if you remember, that's what we talked about at the last meeting with the linear executives. Yes, I do recall that. You and I were not in that. So again, I want to get up to speed as well as you do on the communication that we set forth that should be taken. So yeah, I Again, I don't want to know all the details of that. That's what we hire experts for. And CFO for hire is that person for us.

And we have internal controls in place to assure that they get all the information they need.

Right. Well, I guess Jess will speak for probably more complete than I, but we have internal reporting that goes to CFOs. CFO then takes and does their job and their due diligence to fill their contract and what we've laid out for them over, I don't know, five, six, seven years that they've been in that position.

It's the trial ledger and the final ledger that gets reported to our auditor each year. And the soup, if you will, is the monthly P&L and the monthly budget reports that we do receive. Okay. The issue here without going too far into it in open session is that the trial ledger became much more complicated and you made a note of it as a new board member that the bonds were issued in December and it traveled through January and February and the data and the balances that were reported to our auditors when they do their work in February, so we're timely in March, weren't where everybody wanted them to be and that's what triggered the findings. So what we're doing At this point, it's discussing remedies and how best to make sure that the quarterly and then annual reporting and trial balances are accurate so they can come in and their job is easy. And so we're trying to come up with the best way to set up those internal controls.

So we haven't done that yet.

That's a subject of discussion today. I don't want to go into detail. And if you note the management response, without burying the lead, if you will, the 2025 audit, that finding is still there with regard to internal controls, but there's a detailed response from management and the board that we placed in there that helped resolve and show the auditor that we're going to take some corrective measures and what they are.

I haven't really had a chance to go through that.

I wish we would have had these. Included in there is the concept of a quarterly meeting on a CFO and treasurer level so we can keep a periodic check-in so there's a better monitoring process.

I think that we quarterly, since the finance and audit committee are all a committee of the whole, that I think that we separate those from our regular meetings to try to... you know, make sure check-ins with the CFO for hire may be a little bit more in-depth than just a brief run-through of the transactions. And I think that would be, I think that is an initial, you know, internal control that can be instituted that would be very helpful. So if we see red flags arise, kind of like, you know, they did a little bit pretty immediate leading into the audit, we can start having those discussions before we actually get into the audit make necessary corrections. I do think that that increased oversight and separating it from the regular board meetings is a great thing.

It's definitely a great first step. So trying to get this, without getting it back on track and get us into weeds that others don't need to hear about, right now we have a resolution on the table to approve sections one and two. I'M GOING TO RECOMMEND THAT WE ADDRESS THESE OTHER ISSUES THAT WERE JUST BROUGHT UP BY THE TREASURER AND THE CFO. I'LL CALL HIRE LATER IN THE MEETING THAT WE HAD A... AFTER THE KING FUELS REDEVELOPMENT, WE'LL GET INTO THAT. SURE. SO, AGAIN, SO, AGAIN, I'M TRYING TO GET PEOPLE MOVING TO THAT. RIGHT, RIGHT. I DON'T NEED TO STAY HERE AND LISTEN. SO, LOOKING FOR A MOTION TO ACCEPT THE ENTERAL RESOLUTION SECTIONS 2 AND 3 AS PRESENTED. Motion.

Second.

Okay, all in favor? Aye. Do you want to jump into King Fuels and do the small business grant leader? Yeah, or can we...

I do have two... You don't have to change anything around for us. I mean, I was just kidding when I made that.

We'll start charging soon. Yeah, yeah. Well, as for-profit, for-profit, for-profit, I understand that we're sitting here and go...

I do have two... brief things to try to... I don't know if we want to jump into Kingsville's first and get that done, and then I do have two things to bring to the board that I'd like to take action on. New business type stuff? Yeah. If we want to get that out of the way or you want to do Kingsville's first, up to you guys. Your call. Well, these are two very... If we can get these two things out of the way, I think they're very simple. So, the two things that I wanted to bring to the board that I'm looking for action on If you recall, several meetings ago, we approved an agreement with a Don Rittner. I don't know. It's a formal business thing off the top of my head. But basically, the agreement laid out that Don was going to be doing a documentary of the progress of New City Hall at Proctor's. That was the film, right? The film, yeah. Okay. We, of course, wanted this agreement. We wanted to make sure, just like anything, insurance liabilities and all that stuff is covered. We also did just want to make sure that we had some ability to view it before it gets completed and things like that. Very simple agreement. The payment that is going to Don is through multiple donation sources. So at the time, the thought was the LDC, really, to try to simplify it for other folks, could become a clearinghouse to take all the donations and then cut down one check. That, for various reasons, is not really the way Don wants to go about it. So it's been decided that those individual donors can pay Don directly, which really is no issue for the LDC. If anything, like I said, I think we were trying to help by being some type of a clearinghouse. So all I want to do is just ask for the board to approve amending that agreement and that we will not be We won't be accepting any donations and then paying out downwritten for services who'll get directly paid through those donors to do what we all saw as very valuable, documenting this very unique development as it moves along. So he's been itching to get in there. We won't let him go in until we get this stuff signed because, of course, again, we want our liabilities and stuff protected. So that was one simple thing that I wanted to say. So our donation level is basically the same commitment?

I don't think we had any. We were just going to act as a clearinghouse and use our 503 letter to allow those donors to have a clean, publicly audited entity to target. I don't know why that doesn't sound good to him, but the concept here might simplify. We had a prior resolution that authorized a license agreement in his favor and then allowed us to set up a separate fund to take donations in and then pay for documentary services. At this point, the board could do one or two things or kind of the same thing. Amend that resolution to say, listen, it's just going to be a license agreement. Allow him to go in there safely under the supervision of BBL. Don't call on a hold. And if anything, in terms of liability accrues, he indemnifies the LDC so we don't have liabilities, and he has some basic insurance.

Yeah, do we need a COI? I think we need a COI listing us as an additional insurer. Or there may be a way to make it super simple.

We already have a construction contract at GMP with BBL. If they have occupancy of the building during construction, they already insure us. Is he just an agent of theirs?

and leave it be. That's cleaner.

It might be simpler. We don't have to sign anything in particular. If a problem occurs, it's maybe else. But we might want to document something to connect the two dots. The concept here is just to simplify the arrangement.

That's basically it. Exactly. Get basic insurance and get basic guarantees that we have some ability to see this before it's finally taken over.

We won't have any control over the content.

No, not necessarily.

If we do have a short agreement, we'll have editorial control.

I think that's what we want.

We should have something.

That's what I'm saying is that we want to build in that we do have some type of what the final product or what different shoots are and stuff like that. I guess where I was speaking from is pretty much once he gets the go at it, he's going to be let loose to go in there. Before it releases anything publicly or third party. So we have sign off?

Yes. We did have sign off on the original. So we're not changing that. We're just basically changing it. We're no longer handling the money. Correct.

Sign off is staying. Insurance indemnity is staying. Okay. Makes my job easier. Simple license agreement.

So if we're trying to put a resolution on the table, how would our attorney... So word this.

Amend the prior authorization to allow a license agreement to be extended but not include any kind of donation or funding process. OK.

I will make a motion for that. And do we have a second?

I'll second.

OK. All in favor? Aye. Aye.

So moved. Item number two. A second brief item is that I'd like to propose a simple amendment to our bylaws. Article 2, which is membership section 1C, which says the City Commissioner of Planning is to serve ex officio. A couple things. This is a little bit more technical. Technically, the City Commissioner of Planning and Economic Development, so if we're going to go in there and change it, I figured that's an easy update to put. And I just wanted to add an absence of a CITY COMMISSIONER OF PLANNING AND ECONOMIC DEVELOPMENT THAT THE COMMISSIONER OF GENERAL SERVICES WILL SERVE EX OFFICIO UNTIL SUCH TIME THAT THE CITY THAT THERE'S A CITY COMMISSIONER IN PLACE I DO THINK IT'S VERY APPROPRIATE FOR THE COMMISSIONER OF GENERAL SERVICE TO SERVE JUST LIKE WHY DOES WHY THE PLANNING COMMISSIONER SERVES BECAUSE THEY'RE INVOLVED IN THIS IS AN ECONOMIC DEVELOPMENT VESSEL AND TOOL OF THE CITY THAT'S WHY THE PLANNING COMMISSIONER WOULD NORMALLY BE SERVING EX OFFICIO Um, the OGS commissioner, uh, from an operational standpoint also has a hand in the LDC existing. They already helps with Kingfield's cleanup and fencing and, you know, has access to the new city halls. One of the contacts were there. So it's someone from an operational standpoint that already has a little involvement and familiarity with the LDC. And I think this way that we can serve that we, that we ensure that the board can, you know, operate a little bit more full. So that's, uh, part of that proposal. And then I also noticed in one of the sections it says here that the appointments from the mayor will serve a one-year term. I also thought that if we can just add in there, until the mayor makes a new appointment, that those would be holdovers. I just simply from a from a reality that sometimes if an appointment letter doesn't go out in January, the book's not signed, things like that, just to keep it as much official as possible. It doesn't hinder the mayor's ability to replace that person for the year. It just simply means that they're going to continue to hold over, which you see in a lot of other boards. So I just think that could be helpful from a technical standpoint.

He's been on for 15 years, and there's probably been about eight instances when it actually went through and got renewed, right?

I think I signed that book twice. Yeah, right. So there you go.

So I think it just... I think it's...

It's a housekeeping. A simple housekeeping. A reorg meeting where all the boards get stacked. Sometimes the LDC just is overlooked. And so you get the... By a matter of law, everyone that's on the board continues to hold over but this would allow the bylaws to track that situation. Unless someone's replaced, it continues there, but that would include you on the council or anyone if there's an administrative change.

Yeah, so the resolution would be, would it be like 2A and 2B, or would it be just a one lump sum resolution?

Well, I would actually adjust, so it would adjust Article 2, Section 13, and then it would also, I'm trying to think where the term provision is here, it looks like,

That would be Article 2, Section D. Could you have sent that to us ahead of time so that we could have more time to look at it, think about it?

The one, the three words I'm looking to change?

Whatever you're changing, yeah.

Well, it's what I just laid out. So one is a holdover, which has been, basically it's been happening. Again, for you know, I'm on the sports. So it's a whole that's been it's been happening de facto. I guess a nice way of saying it. I think you're just trying to clean that up. And the other one was and that we don't have a planning commissioner right now. Right. Correct.

So we're going to get planning.

I mean, we're our goal will be to get one as soon as we can accurately looking and so that we hold on. It's a different discussion. So going back, going back to us. And what we're doing here is we're having, and I don't mean to shut you down, what I'm trying to say is, okay, this is specific. I'm trying to go generic.

I just don't like to be rushed through all this.

It's just a generic.

This board is new to me.

Okay.

I haven't been involved in a lot of conversations that have happened.

So we're just looking at staffing.

Okay, I understand that, but it's important to have planning, especially with, what's going on here.

Well, that's what we're addressing. We don't have a planning board, so we need to have another person in the city. That's my, you know, again, this was presented to me the same time you got it. So I'm just trying to figure out, okay, how do we get our board with three people to talk? I agree. It was seven at one point.

And are we going to have more board members? After, yes, the general services.

That would add. That's going to add. That would add a board member. Right, right.

I think mechanically this would allow a seat to be filled and additional hands while the commissioner of planning and economic development is vacant. I think mechanically what would occur is your commissioner of general services would sit in the chair and have a voice to help. but the minute a planning commissioner is appointed and approved by the council, I think that's a council appointment, right?

Well, yes, the planning commissioner, not their appointment to the board.

Right, but I'm just talking about city business.

Yes, correct.

The council says yes, that person would come in and bump out the commissioner, yes. That's correct. So it's really a backstop.

It's a placeholder for a situation where... A couple of quorums right now, we're sitting on three people.

Right. You could have a scheduling issue. You can have a scheduling issue that hampers the ability to address it.

It's kind of like you've all been on this board before, too, that it's a position that sometimes does have a gap in it. You know what I mean? Although it's not ideal for everybody, but it just addresses that. You're replacing it with another city council confirmed mayoral appointed city position.

that has some involvement already with the organization it's really having optics on internal city operations because this board is a supporting organization and having a gap i mean you're here as the deputy mayor but you're here as a member of council but having The lack of optics inside city hall operations puts us at a disadvantage. Having the planning commissioner run the IDA, for example, helps the IDA understand who's in the planning board process and how the IDA might catch a project. Radar screen? This is the same thing here. It fills an empty seat until the seat is filled.

Right now we have a motion for approval of Again, just to reiterate, Article 2, Section 1C, to amend Article 2, Section 1C and Article Section 1D, which addresses adding the Commissioner of General Services serving ex officio lack thereof of planning and economic development commissioner. and also just adding a simple holdover provision for the mayoral appointments until the mayor so chooses to officially reappoint those members. So I would make a motion to put that forward.

Do we have a second? Do you like to say?

I can't.

I can't as the chair.

I think the chair can second. Okay. Can I? I don't think the chair can put forward a motion, but the chair can second it. Okay.

So I'll second it. All in favor? Aye. Aye. Opposed?

I'm opposed. Okay.

So carried. Jumping on to, how do we want to do the small business grants? Do you want to do them en masse? We got an email on them yesterday, right? Yes. Can we just approve them en masse?

Yeah, so I mean, I can do... For now, it's on my table. Sorry. Okay.

And I can do a brief run-through to it too. I'll start off again. I know I often say this, but Denae, thank you, thank you, thank you so much for all your hard work on this. You know, me and Denae work closely on it, but it takes a lot of effort to reach out to all the applicants and make sure. So one of the things that I'll say that we're fortunate with, you know, we did go into this TO TRY TO NARROW DOWN THE RECIPIENTS. WE REALLY WANTED WHO PROVIDED THE MOST COMPLETE INFORMATION, WHO WAS READY TO TAKE THIS ON. AS WE ALL KNOW, THOSE ARPA FUNDS NEED TO BE EXPENDED BY THE END OF THE YEAR, SO THE CITY DOES HAVE TO MAKE A DECISION AS WE GET CLOSER TO THE END OF THE YEAR OF WHAT IT MAY TAKE BACK AND PUT TO ANOTHER PURPOSE. SO THE READINESS IS REALLY KEY, THE ABILITY TO SPEND THIS MONEY. is very important and what type of impact is it going to make. We definitely like seeing multiple entities or properties apply for it so we can improve, you know, not just a scattered amount of properties, but, you know, seat blocks improve. We also wanted to ensure that this recipients were representative geographically throughout the city. So I do think that there's uh, recipients in every part of, of the city, uh, from, from Lansenburg, you know, Heard Isles is one of them on here, um, you know, to downtown, to South Troy. We even have some up on the hill there on the east side. Um, and really what's the need? How does this help achieve, um, you know, that, that improvement? Oh, Denae also goes through and make sure that everybody's in good standing with the city and also that you have, um, somewhat of a plan so you know that's where some folks would get knocked out that applied and we're not really getting back to Denae with well what's the plan you can say I want to do a facade what does that look like have you engaged an architect what type of material are you using those type of things so it really started knocking out people that submitted not as complete proposals and just even go back a little bit further this is what we would consider the LDC small business grant program round two that's supported by American Recovery Funds through the city. And the original approach of this were folks would receive up to a $50,000 grant. That $50,000 had to be matched by them. This program was originally funded $1 million, so $800,000 of that did get spent, which is a really great program. And you can see examples of it, again, throughout the whole city, across the whole entire geographic area. part of our city here, but so we started getting feedback that folks just weren't. We weren't going to get as many respondents if we went to 50 because then the applicant has to come up with the 50,000 that just was seeming to become a little bit tough. So we decided to limit it to 10 or $5,000 grand. So this way folks could come up with that match and try to get an improvement done and. Like I like I noted there, the decision was. somewhat easy for us because it basically once we came up with the criteria we were going to be looking for once the nay started reaching out and once folks started falling off because their application wasn't as complete or they couldn't really confirm they could get it done by the time needed it basically trickled right into the amount of money that we have left which is is right around two hundred thousand dollars um so to short we it's not like we necessarily had another 20 applicants that were you know, fulfilled the, you know, complete info, the readiness, that stuff. So once those started knocking out, kind of we're left with the exact amount that was filled.

Just to summarize then, all of these people have been fully vetted. They're up to speed. They're tax compliant. There's no everything else. They're committed to do this work within the timeframe that we're committed, and they understand if they do not that they – do not get this money.

There's a lot of, you know, you can't have completed a project six months ago and now get it first. You can't pay cash for your brother to fix something and get it.

I know that would sound silly, but those are all real examples that we've dealt with. So do we need to go through each one of these, or can we approve this?

Can I just ask?

Mm-hmm.

I had heard that through dials is closing. Is that official?

No.

Would that have, would that information impact?

So there is, if any of these, if any of the businesses say were to leave town, we had an example of that in round one. There's a recapture. There is a recapture. We did do that too. So from my, yes, from my understanding, Verdiles was, I don't know if it still is, was placed up for sale. From communicating with the Verdile family, not to put this all too out there, but I think that's them starting to gauge roughly what could they possibly get if they were to sell Verdiles. I don't know if they're really something that's on the verge of closing. From what I've heard, it doesn't sound like that necessarily. But again, just like Justin said, if they were to receive THIS GRANT AND THEY WERE TO CLOSE IN THREE MONTHS, WE'D BE RECAPTURING THOSE FUNDS.

AND WHAT IS THE TIME PERIOD?

THE TIME PERIOD OF WHEN TO GET THIS COMPLETE.

IF THEY FELL OR CLOSED FOR THE RECAPTURE.

I DON'T KNOW. DO YOU KNOW THAT TIME PERIOD BY ANY CHANCE, NAY? DO WE HAVE A SET? FIVE YEARS. FIVE YEARS?

I SENT THEM ALL AN EMAIL WHEN WE TOLD THEM THAT WE EXTENDED THE DEADLINE AND THEN WE WEREN'T GOING TO HAVE COMPETES AT THE APRIL MEETING, THAT IT WOULD COME NOW. And I sent them some general reminders about recapture period, you can't start the work until you're approved, you pay up front, we reimburse you, those type of things. So I... Motion to accept the percentage.

My experience with other clients dealing with ARPA driven stuff is the recapture is generally a five year period. So for example, if a grant is given today, and they were to sell in a year, proportionally burned down. So in a year, it would be four-fifths and then three-fifths. And so if they sell five years out short of the five-year anniversary, they'd be subject to a 20% capture. And that's up to today and the administrators to monitor that and see if anyone sells the equipment or sells the building, whatever the investment went into.

What if they sell to another similar restaurant?

It'd be up to us, I think, the board to waive our recapture as long as someone's going to comply.

Yeah, so to give a little background on this, this can also support some equipment or interior kind of improvements as well. So, for example, in the first round of it, a business did do certain improvements on the inside that were not fixed really to the building. So once they closed, they could take that with them. That was something we're like, we have to read. We're recapturing that. If you improve the facade of the building in itself to another successful restaurateur, I think we'd all agree we'd be happy to still support that.

That's what this one is. This one is specific to look like it's basically stabilizing the building and making the building. You're not going to take the building and take down and move it to another.

What's happened in the past also in those instances, I've seen it a couple times. Every municipality in the state is trying to spend this money like a race by the end of this year. But when assets have slipped during the compliance period, technically the LDC could say, I want a proportion of the sale proceeds because you're leaving town and you have this grant. That could be waived or rolled in as a grant to the new owner. It just depends on how you want to embrace it. how the transaction occurs if they don't tell you and you're like, wait. Or if they come and say, listen, I'm selling, would you be willing to support the new owner and if they're coming to us for other help?

So we would monitor that.

Right, yeah. Technically, you've got to look at, sometimes you look at the assessor and you look at the finance office and is it the exchange chance? You might not know, right? In that instance, you might embrace it a little differently than someone coming and saying, hey, listen, I've got a great buyer.

And who does that?

The monitoring?

That sort of dovetails back to the last thing we had where you have someone from inside the city that's looking at this because it's bandwidth. So that's where it all sort of dovetails together.

Building permits will trigger that or COs. And they're all pretty aware of that fact that if they leave or close they'll have to pay something back. So the two that it happened with, they were really good about reaching out and were like, just wanted to let you know this is changing and then kind of worked with them to figure out what you should actually recapture from them, or what was an improvement to this building?

Okay, so I'd like to look for a motion to accept the Small Business Improvement Grant for this spreadsheet. I'm not going to list how many people are on it. As presented. Thank you. I'll make a motion. Second. All in favor?

Aye. Just really more of a note, Denae, can We, once you compile the stuff that you normally do from the meetings, can you just send me a record of this getting approved that I just want to update the city's ARPA file for audit that the board approved this?

Yeah, do you want to put it on the other spreadsheet or? Yeah, yeah, cool, thank you.

Next on agenda is the Kingfield redevelopment LOI. Who'd like to take lead on that? Chuck? Yeah. I figured.

Thank you guys. Brought some stuff here.

Thank you. Before Chuck starts his presentation, thank you, Chuck and Tyler. I just have to say this is really exciting to take this step. This is something that's been talked about now for many years. I know different iterations of this have been getting discussed. One of my first or second meetings, I think, before even actually becoming deputy mayor, talking about this project. So now to see it, everything that I know Chuck and Tyler will explain and lay out. But this has a huge, huge implication to industrial development along our river, opening up the future of housing and other commercial development on the northern end of our river. eventually getting the salt pile moved to an enclosure off its current location. So this is really a lot of trains on multiple tracks at the same time, let's say. And, you know, again, that's really realizing the full potential of our river. We always talk about the Hudson River as such a gem, of course, but we have an extra, the fact that we have, you know, seven to nine miles of it and we have industrial zones and we have areas that we can see housing go up, This is the first step to fulfilling all of that vision. So it's really exciting, and I just want to thank everybody for their hard work on this. I know it's been a lot of back and forth for a couple years. So thank you, Justin. Thank you, Chuck. Thank you, Tyler. But, you know, I look forward to your presentation, and this is a really exciting first. I'm glad to help you see it as well.

Yeah. No, thank you. TAB, Mark McIntyre, As shame is just that long history on the property with trying to come up with a larger master planning, and you know outside of these maps. TAB, Mark McIntyre, should have printed one, but you know this largely double impact the northern area up where the salt pile exists today so up at that location American rock salt has the space least to. Troy Materials Group, or at least from the Troy Materials Group, where they store a lot of their municipal salt contracts that go out to all the municipalities to salt the roads and provide safety materials for the snow seasons, winter seasons. And it's obviously a logistics hub to the Fane companies, C.D. Perry and others, which are a big component in public works contracts. So a lot of aggregates come out of there. One really cool project that they're working on is supplying jetty rock to floodways and flood control down to New York City with the rising sea levels and everything else that they're working on down there with Army Corps and other agencies. So really cool economic development hub for Troy and a lot of other local municipalities. What we're proposing here under the LOI is you know, the option of purchasing the properties and doing due diligence on them in a collective relationship with the LDC. And I first will start with this map and show you folks at least the general first phase of that effort and what we're calling the northern assemblage. So on this map, I've showed the two tax parcels labeled Troy Materials Group, TMG. Those are the parcels that are owned by the Troy Materials Group now. Then there's the other three colors adjacent to those parcels, which are just north of the Winanskill, which are the first assemblage under the option agreement. And what we're looking at doing in the initial phase of this is, yes, the red one, the blue one, and the green one. That's the Sperry Warehouse.

So all of this is 16 acres?

Yes. The King's Fuel. It's about 16 acres with the Troy Materials Group properties as well.

And where is the Troy Materials Group?

These are the ones labeled TMG. So it would be number one and number three. And all this assemblage is just south of the county jail off of Main Street, just geographically. So I just thought this was a good picture to express. And then the second southern assemblage is the area that's currently being worked on by National Grid for a remediation contract. That goes from the Winanskill down to the 378 bridge. And that is currently in its last phase of cleanup with DEC. So then we'll flip over to this map, which is more of a master plan that we started with. And this is obviously a... Hold on, real quick.

So if you see down here on this next page...

The legend.

Okay, the legend that corresponds to these three spots up there. Okay, thank you.

You'll have to go for a little bike trip down there.

Yeah, I'm told I shouldn't take my bike down there.

You can.

The road is nice. You might have to walk back.

Yeah. You can take it.

Over the handlebars. Mountain bike.

Bring a mountain bike.

Okay, Chuck, sorry. Yeah, no, it's fine. So, yeah, so this is just a master plan effort. That shows the potential of the property. This is, as Seamus discussed earlier, And working with Justin and everybody here, this is like a live document, fluid document. Over the course of time, there probably will be more changes. But what we're looking to do is work collectively with you folks under this option period to plan this property and look at the feasibility of different things with engineering and environmental reporting. This layout kind of gives you an understanding of the potential down there. One of the major items is the relocation of the salt operation out of the northern area that I discussed earlier down to this location in an effort to bring some of those industrial uses that are up in that northern area of Troy and bringing it down to the South Burden District where it's zoned properly. Essentially, it fits the comprehensive plan almost perfectly. Perfectly, yeah. So the comprehensive plan and the zone changes that went alongside that took that northern area of property and changed it to waterfront mixed use, I believe, is the zoning. And what this is is, you know, the grand scheme of the master planning is to try to relocate as many industrial operations south into this area. And that would allow open property to be open for residential redevelopment as well in the northern area. So, This is the first step of that greater master planning. It's working collectively on this, getting this property in a shovel-ready status for these developments. Some of the things that we've worked on to date was the review of a ton of information of environmental reports that went alongside Sperry Warehouse and the adjacent properties, reviewing the progress in reports from National Grid, and working with... CSX for rail connectivity. So one of the biggest things that we need to relocate American Rock Salt to the south is rail access. The rail access that serves American Rock Salt right now would be largely cut off by a connecting road that was recently built in two phases that started down by the county jail, went past CD Perry, in phase one, and then it went from C.D. Perry past the Lenny to the salt pile where it sits today. We have worked with CSX now for over a year, took a lot of effort. We've gotten some local buy-in from their stakeholders and with their engineering groups, and largely this has been approved all the way down to Jacksonville, North Carolina, or Jacksonville, Florida, for the design intent of it. So the current intent right now is showing a rail siding design that is in place of where the Sperry warehouse is, which comes into why we've looked into due diligence of removing the Sperry warehouse with the asbestos abatement and demolition and cleaning up that property to be shovel ready for rail siding in those operations. Outside of that, we believe this is an awesome development That property, talking to some of the members on this board, they've been working on this property for, what, 20 years? It's got a long history of being a blighted problem for Troy. We're looking at trying to take on that effort of cleaning this up, bringing a new use to it, creating jobs there, creating economic development, and with the future goal of opening up the property to the north for housing and proposals that meet the current zoning for that district.

Aren't some properties in the north part of this letter of intent? I thought there was a northern assemblage.

No, so it's a great question.

The word north is really relative to where the wine is.

It's more divided by the Wine and Skill Creek.

There's a lot of properties that are involved. This will make it easier. So this is north of the Wine and Skill is the north. South of the Wine and Skill is the southern assemblage. So when we look at this map, this would be... That's the bright line right there. That would be the northern assemblage. This would be the south.

Nice. I tried to add as many notes as I could forecast.

That's why we've got to get new ones. Yeah, a little bit updated of a plan.

And like they noted, too, there's a lot of parcels involved in this. I mean, I always keep my South Troy industrial map handy with the 55 different parcels that are broken up into two. But not to confuse when we talk about what this envisions in the future, really down the road, Not necessarily in the LOI, but once, you know, the full entire kind of deal would be complete, it envisions really up northern, more Adams Street area, where you could start seeing that open up for more housing and things like that, which that's so important. Moving an industry more southern and exactly improving up, doing, you know, adding some nice housing on the northern part.

Who owns the property? in the residential development area, potential. Right now, it's the salt pile.

The current area, it's our companies. Yeah, yeah.

Right now, they're landlocked and been rezoned. So if you look at a generational perspective and the code changes that the city adopted in the last few years, This is the beginning of the chess pieces moving around in the city to retain an industrial zone that's being redeveloped here. And that'll open up the current industrial that has been zoned out. Right now, they're pre-existing non-conforming, right?

Yeah, yeah.

If they were to sell, you can't have that salt pile there or those barges or that industry that is job-driven in Troy. But what we're doing is opening up this zone to move that down. You've got to start moving the chest pieces. It's going to take some time.

So you own the salt pile area?

I'm a representative. I'm not the owner.

So that will open up your ownership to development.

Yes. So the goal would be to open that area up to some type of development. We can have our operating companies operate on the northern-southern assemblages and I believe Chuck was calling the Burden District at one point. Which is just a district as it's expressed in the compound. There's a lot that's got to go into that, too. It's detailed in the LOI. A lot of infrastructure that has to take place there that doesn't currently exist at King Fuels. But the way that we have this broken up is the most digestible way to attack this in a step-by-step way, especially with so many properties involved.

this does also another thing to be clear too that this satisfies the city entered into a uh a settlement agreement with american rock salt that was you know signed by the mayor approved by the city council that also um you know has a couple components to it but the core of it is to see the salt pile move as well um and there was some concessions from the city and again to address the rail needs at the time and a couple different things so this also helps satisfy that agreement as well.

Yeah. And to your point earlier that you just made, it does open the north up for development. And I would steer you to the comp plan. The comp plan does a great job of explaining that general area.

I believe it's available online, right? I think it's actually probably on the website.

Probably on the planning, right, Danae, on the planning. It's pretty extensive. It's like 1,000-something pages.

But what's unique about it is most times the development doesn't meet every intent of the comp plan. But in this case, you look at what our efforts are on moving those industrial operations, as Justin said, from north to south, and then the opening of the northern assemblage for redevelopment to the current zoning standards and everything. And then you look at what the comp plan says about the adjacent neighborhood and know waterfront redevelopment and a lot of the studies that these cities do is these industrial uses largely cut off the access to the river which blights the neighborhoods behind so you know there's a larger impact on a planning end to make connection yeah make connection for those neighborhoods back to the waterfront and add new construction new investment along the waterfront that meets the residential standards of the district and the adjacent neighborhood.

In our current operations where we're grandfathered in, the southern and northern assemblage is zoned industrial.

That can change, though.

No.

No.

Well, theoretically, the council could rezone something in the future, right? Correct. But in practical terms, the fact that National Grid and all the environmental conditions down here you're never going to have anything other than maybe light commercial would be the closest thing to residential.

I believe it's being remediated to industrial standards.

I've seen that change. You're not going to have, they call it dirt-eating children. You're not going to have new playgrounds here. Like I said, I have seen that happen. Just in general, real quick. The thought was to take

Little Italy, go through Washington Park area and try to extend that nice geographical area. I live there. Well, you know, they're trying to bring that over to the river. That was what this concept was, you know, 20 years ago, 25 years ago when I got involved. And that was what our thought was. So the whole thing is we had to move that to move it down.

I'm all in favor of that.

I worked on Atlantic Yards.

I understand how these things happen and can go residential.

Right. That's more a century than a generation, right?

No, the Gowanus Canal, they're developing that area.

You want to zone out a salt pile that we've moved after 25 years?

Well, I'm just saying it can change. And I guess I'm concerned that this is valuable waterfront property. And eventually, you know... That is owned by...

people that are at the table here no i'm talking about the king well again they own a third of it right now well i think if we do make the point that as much as everything you see develop a lot talk about yeah i think it would be whether it could be done whether what can be done in the reality of it be done are probably two different things also i think that like leading into what i said earlier One of the benefits of having the amount of mileage we have of waterfront is not necessarily that all of it has to be developed and all of it has to be housing. I think that we're very fortunate here in Troy to have a bit of industry. Sometimes we call it a mini port, even though we're talking to our friends over at the Albany port, you know, that we have that potential here. So I don't think even if we could, although, like Justin said, 100 years from now, see some type of housing develop on, say, the real southern end of this, Why do we necessarily want that? I think that to support industry here and move it in the more important, you know, we built an industrial road. It supports that type of business. You know what I mean, too?

Yeah, but I understand that recreational opportunities, too.

But keep in mind that you do want industry in your city because they pay those taxes that do fund recreational opportunities, too. So I understand everything can't necessarily be a bike trail. So, you know, it's nice to have industry in our city, and I'm so proud that this opened, that's up for that.

Look, you've got to remember, industry brings in money from outside of our community. Service industries take it from one pocket to another. Industry brings in money from outside of our community that supports our people that are living in our city, that are spending money in our city, going to our restaurants, hopefully buying clothes. I haven't bought clothes in Troy in a while.

How did you come up with the price?

There was a...

I can provide some background.

Yeah, there was a multiple...

I do think, if I may, if we're going to start getting into... Yeah, no, it takes a lot.

I haven't been privy to anything.

No, no, no, I totally understand. If I may, if we're going to start going into pricing, I'd prefer to go into executive sessions. It's a real estate trade. Is that a valid... It's a real estate transaction, which would be a valid reason to go into executive session. So if we feel that we're at that time, we'd like to discuss that. I'd like to make a motion.

Are there any questions that you would have for them prior to us going into it?

You can invite them in and then ask to go out if you want to talk to them.

Yeah, if there's anything that we haven't addressed, we'll be more than happy to do that. Okay, well, we'll do that when we invite them in.

Discuss the value or acquisition or disposition of real estate that might affect the value thereof.

I do just want to mention our family has been, we're North Troy people. We've been around Troy for a long time. We're not another entity coming in to And I appreciate what you've done. Yeah, no, no, absolutely. And, you know, if there's anything that we know that we can help for the betterment of Troy, we'd like to be a part of that. And, you know, that's really our goal. We see a mutual benefit here, and we're excited to get...

things going it's good step in the right direction and to your point that you'd made about projects in brooklyn and like brownfields right they're an undertaking been part of a number of them in the capital district and you know for this family to step up and take on this property this property has sat here for 20 years for a reason right um this is a great use for it um troy materials group is very well set up for it from the industry they come from there's a lot of heavy earthwork and things that go alongside remediation that a lot of other groups and other companies that would look at this site wouldn't have, right? So I just want to bring that up. This is the beginning of research in a relationship to bring this blighted property back to something that's economically useful to the city and the county and the state in general.

Will they be part of the remediation? I think I've read that.

Yeah, so there's a lot of things we have to figure out there. Well, there's two different remediations going on. There's the National Grid cleanup, which we're not a part of. Obviously, that's pre-LOI. The National Grid cleanup is on the Southern Assemblage, but there's other environmental issues on the Northern Assemblage as well. Sperry Warehouse, it's publicly known that that building has been condemned, fell in on itself, had asbestos in it. When buildings fall in on themselves with asbestos-containing materials, The entire building is largely handled as asbestos-contained material. There's no segmentation within the demolition and stuff to lessen the impact of the cost. So we have to dig into all that stuff. There's some information that the LDC and Troy has done over the years with investigations, but we have to update those. The standards are forever changing with DEC and those agencies that monitor that stuff, Department of Health. So those are the risks. Those are the things that we have to research. And those largely are taken into account too with the overall valuation of the lands, right? Environmental conditions largely impact what the lands are worth. And I think we see value in it specifically for the operations that we could bring from the north to the south. But there's still a road ahead of us dive into this thing and figure out the outcomes and the hurdles.

Just so your spreadsheet's complete on all your classes, you're what, maybe 5%? 10%?

Dealing with the remediation and all the... Yeah, the initial budgets we're going to be looking at is just the engineering soft cost of this, which is going to be a lot of environmental reports, engineering reports, and planning efforts that we would dive into. And then it comes into looking at those buildings that have to be taken down and some of the environmental constraints on it is looking at programs and stuff that support that and working collectively together on what those programs are and sourcing them. So, Norman, were you on the board?

You might be able to get funding.

Possibly, yeah. And it's all driven by these reports. So there's a You know, there's an investment that will have to be made to see if we meet the requirements of some of those programs. But, you know, there's some layers of the onion to peel back.

So we had to deal with a barrel that was found on the property.

Yeah, someone left something there.

What did a barrel cost?

Somewhere around $40,000. Okay. Well, that's the investigation and the removal.

Didn't know what it was, and it took 20 grand to figure out what it was before anybody would touch it.

Yeah, right.

And this is someone going to the transfer station that said they're not going to take it, so they popped it onto our land, yeah. So, largely, we monitored it and added cameras and did as much with the K-bars to keep people in the road, not be able to drive off and kick something off a trailer. But it still happens.

So I guess my point is just real numbers that affected us was 40,000 per barrel that rolled off the back of somebody's truck. So these guys are basically, there are some wilds.

The LDC spent $500,000 on asbestos contamination on the property. Correct. Actually borrowed $215,000 from the CRC. We have a member of the CRC here. The LBC has begged, borrowed, and sealed and like duct taped and glued and like MacGyver to get this thing ready for where it is right now. In addition to borrowing $2 million in 2007 that is being paid off this August. So all these things are kind of converging at a point now where industry is ready. We're finally ready with a severely impaired bunch of properties. So we're kind of at a point now where it's taking a long time, but it's the stars are somewhat aligning, which is nice. And we can go into the valuations and why we got to break price and how we got to where we are and all that's articulated in the LOI. But we can talk more specifically on appraisals and the LOI if someone wants to make a motion to talk about real estate valuations.

I'll make a motion to go on an executive session to discuss real estate transactions.

So moved. Thank you, everybody. If we might have more discussion. Okay, so back in open session, there was discussions of, yeah, we don't need to say. Okay.

Consideration of real estate.

Yeah, consideration of real estate and employment issues. I think Charles is on the phone.

That's okay. That's all right. Charles.

Wow, Charles. I do that. I do the formal name.

Keeps him honest. It's better than calling him Chucky, you know?

So we had a very thorough discussion about this transaction executive session.

Obviously the developer also provided a thorough presentation, which we really appreciate. Lester's Is there any further discussion on the proposed Delaware? Is there any further discussion?

No, I just wanted to say that there's a date of April 1st that I think in the letter, maybe, on the front page, that we're developing an eligibility.

That was in the red line. I think we have a June one. Let me see. I want to double check.

I do recall. The letter intent is a non-binding, but it's a movable. It's a working document is the way I understand it.

Oh, yeah. Catch it.

Exactly. The LOI, we wanted to bring it to the board, although not necessary, but to open up the discussion of all this transaction as we move forward and lead into the LDA.

Oh, no, that's okay.

I'm going to make it June 30th so we don't kill ourselves.

June 30th? Okay. May I make a motion to vote on the LOI? Absolutely. We have a motion to accept the LOI as amended. Make a motion to...

Yeah, and there's the September 30th. Just to double check that.

We caught that, yeah.

Thank you. I'll make a motion. Is there a second?

I'll make a second. All in favor? Aye. Aye. Any opposed?

Aye.

Okay, so noted. Okay, I believe that's our last item on their agenda. I'm looking for a motion for adjournment. I'll motion.

Second.

All in favor, aye. Aye. All right.