nys urban development corporation meeting via telephone ... · f.€village of homer - main street...

NYS Urban Development Corporation Meeting Via Telephone Conference

Thursday, 4/16/2020 9:30 - 11:00 AM ET

I. Corporate Actions

A. Approval of the Minutes of the March 26, 2020 Directors' Meeting032620 Draft ESD Minutes - Page 4

COVID-19 Pandemic Relief Financial Assistance Programs

B. Metropolitan Economic Revitalization Fund Revolving Loan Program (“MERF”) – COVID-19 Pandemic Relief Financial Assistance

Findings and Determination Pursuant MERF Regulations; Authorization to Provide Small Business Loans to Local Community Development Financial Institutions; and Authorization to Take Related Actions

MERF COVID-19 PRFA - Page 45

C. Small Business Revolving Loan Fund Program – Request to Reallocate Funds for COVID-19 Pandemic Relief Financial Assistance

Authorization to Reallocate Funds; Authorization to Amend the Loan Agreements; and Authorization to Take Related Actions

SBRLF COVID-19 PRFA v2 - Page 58

Oral Reports

A. President's Report

B. Loans and Grants - Summary of Projects

II. Projects

A. Buffalo (Western New York Region – Erie County) – Buffalo Niagara Freedom Station Coalition Capital – Buffalo Regional Innovation Cluster (Capital Grant)

Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions Buffalo Niagara Freedom Station Coalition - Page 62 Buffalo Niagara Freedom Station Coalition Photographs - Page 72

B. Buffalo (Western New York Region – Erie County) – Central Terminal Neighborhood Planning – Buffalo Regional Innovation Cluster (Working Capital Grant)

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

Central Terminal Neighborhood Planning - Page 74 Central Terminal Neighborhood Planning Photographs - Page 83

C. Regional Council Award - Tuxedo Park – Priority Project - (Mid-Hudson Region – Orange County) – Tuxedo Sloatsburg Corridor Revitalization II Capital – Regional Council Capital Fund (Capital Grant)

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

Tuxedo Sloatsburg Corridor Revitalization II Capital - Page 85

D. Webster (Finger Lakes Region – Monroe County) – Xerox Toner Plant Expansion

Master Page # 1 of 176 - NYS Urban Development Corporation Meeting 4/16/2020________________________________________________________________________________

Capital – Empire State Economic Development Fund – General Development Financing (Capital Grant)

Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment

Xerox Toner Plant Expansion Capital - Page 98 Xerox Toner Plant Expansion Capital Photographs - Page 110

E. Regional Council Award – Lyons Falls (North Country Region – Lewis County) – Lyons Falls Mill Site Capital – Regional Council Capital Fund (Capital Grant)

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

Lyons Falls Mill Site Capital - Page 112Lyons Falls Mill Site Capital Photographs - Page 121

F. Statewide - Restore New York Communities – Capital Grants

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

Grantees

A. The Village of Lyons Falls – Paper Mill Site Cleanup RESTORE IV (Lewis County) - $500,000

B. The Village of Lyons Falls – Paper Mill Site Cleanup RESTORE V (Lewis County) - $440,000

C. City of Ogdensburg - Former Newell Building and Site RESTORE NY V (St. Lawrence County ) - $1,000,000

D. City of Elmira – Baldwin Street Mixed Use RESTORE NY V (Chemung County) - $508,400

E. City of Rome - Wood and Steel Cable Complex RESTORE IV (Oneida County) - $500,000

F. Village of Homer - Main Street Building RESTORE NY V (Central County) - $1,000,000

Restore NY Communities Capital Grants - Page 123

III. Non-Discretionary Consent Calendar

A. Non-Discretionary Consent Calendar

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

Community Projects Fund

A. Owego Utilities Capital - Tioga County Industrial Development Agency (Oneida County) - $300,000

Non-Discretionary Consent Calendar - Page 157

IV. New York Ventures

A. New York State Innovation Venture Capital Fund (“NYSIVCF”)

Authorization of an Investment of NYSIVCF Funds in ENB Therapeutics NYSIVCF - ENB Therapeutics - Page 168

V. Administrative Action

A. Niagara Falls (Niagara County) – Downtown Niagara Falls Development Strategy


Authorization to Enter into a Consultant Contract for Architectural, Planning and Real Estate Services and to Take Related Actions Downtown Niagara Falls Development Strategy-PAU Contract - Page 173


DRAFT – SUBJECT TO REVIEW AND REVISION

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NEW YORK STATE URBAN DEVELOPMENT CORPORATIONd/b/a Empire State DevelopmentMeeting of the Directors

Conducted Via Teleconference

March 26, 2020

MINUTES

In Attendance Howard A. Zemsky – Chair Directors: Eric J. Gertler

Cesar A. PeralesHilda Rosario EscherShaunik Panse, Designee - Superintendent of NYS Department of Financial Services

Present for ESD: Jensen Ambachen, Senior Counsel - Corporate/Real EstateSimone Bethune, Senior Project ManagerDouglas Bressette, TreasurerAllyson Burns, Director - Data Governance & Business ApplicationsRichard Dorado, Senior Counsel – Special Projects - TransportationVincent Esposito, Director – Finger Lakes Regional Office James Fayle, Director – Central New York Regional Office Elizabeth Fine, Executive Vice President, Legal and General CounselTobi Jaiyesimi, Director - AYCDCElaine A. Kloss, Chief Financial OfficerEdwin Lee, Senior Vice President and Director of Economic IncentivesCara Longworth, Director – Long Island Regional OfficeAmanda Mays, Director – Western New York Regional OfficeGlendon McLeary, Vice President and Director – Loans and GrantsKathleen Mize, Deputy Chief Financial Officer and ControllerRichard Newman, Executive Vice President and Chief of StaffAntovk Pidedjian, Senior Counsel – Lending ProgramsPravina Raghavan, Executive Vice President – Small Business and Technology DevelopmentVincent Ravaschiere, Senior Vice President – Energy and IncentivesMichael Reese, Director – Mohawk Valley Regional Office Debbie Royce, Corporate SecretaryNicole Stent, Vice President – MWBE OperationsEmma Sukenik, Project AssociateGoldie Weixel, Senior Managing AttorneyValerie White, EVP and Executive Director – Division of Minority and Women Business DevelopmentMichael Yevoli, Director – Capital Regional OfficeKevin Younis, Chief Operating Officer



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Before the meeting was formally called to order by Chair Zemsky, the Corporate

Secretary of the New York State Urban Development Corporation (“UDC”) d/b/a Empire State

Development (“ESD” or the “Corporation”) welcomed everyone to the meeting and conducted

a roll call of the Directors to determine that a quorum was present.

Following the roll call and confirmation that a quorum was present, Chair Zemsky

opened the meeting by making a few remarks. He began by speaking of the recent passing of

Michael Evans, President of ESD’s Subsidiary, the Moynihan Station Development Corporation.

After providing personal remarks about Mr. Evans, on behalf of the Board, he offered his

condolences and sympathies to Mr. Evans’ family and loved ones and to his colleagues at both

Moynihan Station and ESD.

Chair Zemsky then commented on the efforts being made around the pandemic and

thanked Mr. Gertler and the entire ESD Team for their tireless work during this challenging

time. He also thanked the Governor for providing leadership to the State.

The meeting of the Directors of ESD was then called to order at 6:05 p.m. by Chair

Zemsky. He noted for the record that due to public health concerns, this meeting would be

conducted by teleconference as authorized by an Executive Order of the Governor.

Next, the Chair noted that the public had been given an opportunity to comment on the

Agenda items by submitting their written comments at or before 3:00 p.m. today. He noted

that no comments were received on any of the Agenda items.



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Chair Zemsky then asked the Directors if they had any conflicts of interest to note on

any of the Agenda items and no conflicts were noted at this time. He then reminded everyone

to please mute their phones when not speaking and to state their names before speaking.

The Chair then called for a motion to approve the Minutes of the February 20, 2020

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

seconded, the following resolution was unanimously adopted:

APPROVAL OF MINUTES AND RATIFICATION OF ACTIONS TAKEN AT FEBRUARY 20, 2020 MEETING OF THE DIRECTORS OF THE NEW YORK STATE URBAN DEVELOPMENT CORPORATION

RESOLVED, that the Minutes of the meeting of the Corporation held on February 20, 2020, as presented to this meeting, are hereby approved and all actions taken by the Directors presented at such meeting as set forth in such Minutes, are hereby in all respects ratified and approved as actions of the Corporation.

* * *

Next, Chair Zemsky called on Kathleen Mize to present an item relating to the

Corporation’s Annual Operating Budget.

Ms. Mize explained that in compliance with ESD’s fiduciary responsibility and the Public

Authorities Law, a request wass being made to the Directors to approve the Corporation’s Fiscal

Year 2020-2021 Annual Operating Budget.

Ms. Mize further explained that the $89.2 million budget represents an increase of

$12.2 million, which is a 15.8% increase and includes an unprecedented contingency of $5



4

million to allow ESD operations to promptly adjust to the possible needs and costs associated

with the COVID -19 virus.

Ms. Mize noted that the costs could include spending related to IT needs to support

staff working from home; additional costs for enhanced cleaning; and additional staff to

support economic development programs.

Ms. Mize further noted that this contingency will be measured over time as related

costs become clearer and that beyond the contingency, the budget supports operating costs

associated with the administration of the many economic development programs administered

by ESD.

Ms. Mize further noted that the budget also supports personal service expenses,

including fringe benefits of approximately $53.5 million and non-personal service expenses of

approximately $21.6 million, which include consulting costs, training, IT support, occupancy

expenses and insurance.

Ms. Mize noted that other post-employment costs of $5.6 million represent ESD’s

continued compliance with the Government Accounting Standards Board Statement No. 45 that

requires government entities to record non-cash liability provisions for post-retirement

expenses in each fiscal year.

Ms. Mize further noted that approval is also being requested for approximately $3.6



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million of operating support to certain ESD subsidiaries and that certain other subsidiary

operating and capital budgets will be presented separately for approval at this meeting.

Lastly, Ms. Mize explained that approval is also being requested for approximately $4.7

million for the Fiscal Year 2020-2021, non-programmatic capital expenses.

Following the presentation, Chair Zemsky called for questions or comments from the

Directors. Hearing none and noting that no comments were received from the public, upon

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

NEW YORK STATE URBAN DEVELOPMENT CORPORATION – Annual Operating Budget - Authorization to Adopt the FY2020-21 Annual Operating Budget, Including Certain Subsidiary Operating Support and the FY2020-21 Annual Non-Programmatic Capital Expense Authorization and to Take Related Actions

RESOLVED, that the Corporation hereby adopts the FY2020-21 Annual Operating Budget, including certain subsidiary operating support and the FY2020-21 Annual Non-Programmatic Capital Expense Authorization, based upon the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”); and be it further

RESOLVED, that the proper corporate officers be, and they hereby are, authorized to take related actions as he or she may, in his or her sole discretion, deem necessary or proper to effectuate the foregoing.

* * *

Next, Chair Zemsky called on Ms. Mize to present an item relating to the Fiscal Year

2020-2021 budget for Penn Station - Farley Complex project for the Directors’ consideration.

Ms. Mize explained that the Directors were being asked to approve the Fiscal Year 2020-



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2021 Annual Operating and Capital Budgets for the Moynihan Station Civic and Land Use

Improvement Project.

Ms. Mize further explained that the $1.1 million Operating Budget represents a slight

increase from last year and includes $1 million for personal services, which include staff salaries

and fringe benefits and $.1 million for non-personal services, which include telephone, internet

services, insurance and other administrative expenses.

Ms. Mize noted that the $466 million Capital Budget represents a slight decrease from

the last fiscal year and includes over $459 million in construction costs to continue the

development of the new inter-city passenger rail facility and commercial development within

the James A. Farley Post Office Building.




NEW YORK (NEW YORK COUNTY) – Penn Station - Farley Complex – Moynihan Station Civic and Land Use Improvement Project – Approval of FY 2020 - 2021 (April 1, 2020 – March 31, 2021) Operating and Capital Budgets

RESOLVED, that on the basis of the materials submitted, a copy of which is ordered filed with the records of the Corporation, the Corporation does hereby authorize, approve, and adopt, subject to the availability of funds, the FY 2020-2021 Operating and Capital Budgets for the Moynihan Project; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designees be, and each of them hereby is, authorized and directed to take all actions and



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execute all documents in connection with the establishment and implementation of the said Operating and Capital Budgets; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designees be, and each of them hereby is, authorized and directed to execute and deliver all documents and to take all related actions as each of them deems necessary or appropriate to effectuate the forgoing resolutions.

* * *

Chair Zemsky then called on Ms. Mize to present an item relating to the Fiscal Year

2020-2021 Budgets of certain ESD subsidiaries.

Ms. Mize explained that the Directors were being asked to approve certain ESD

subsidiary annual budgets because of the infeasibility of convening each subsidiary board in the

current circumstances of the pandemic. She further explained that ESD is the sole or

controlling shareholder of each subsidiary and ESD staff acts as officers and staff of the

subsidiaries.

Ms. Mize further explained that it is expected that the boards of the following four

subsidiaries that were being included will meet as soon as practicable to adopt their budgets:

Queens West Development Corporation; Harlem Community Development Corporation;

Atlantic Yards Development Corporation and Empire State New Markets Corporation.






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NEW YORK STATE URBAN DEVELOPMENT CORPORATION – Annual Budgets for Certain Subsidiaries - Authorization to Approve the FY2020-21 Annual Budgets for Certain Subsidiaries and to Take Related Actions

RESOLVED, based upon the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), that the Corporation hereby approves the FY2020-21 annual budget(s) for each of the Corporation’s subsidiaries listed on Schedule A to the Materials; and be it further

RESOLVED, that the proper corporate officers be, and they hereby are, authorized to take related actions as he or she may, in his or her sole discretion, deem necessary or proper to effectuate the foregoing.

* * *

Chair Zemsky then called on Antovk Pidedjian to present an item relating to the

delegation of authority to enter into contracts for the Directors’ consideration.

Mr. Pidedjian explained that the Directors were being asked to delegate to the President

and CEO Designate, or their designee, the authority to enter into contracts relating to COVID-19

Pandemic relief assistance not to exceed $1 million.

Mr. Pidedjian noted that this delegation of authority will be in effect for six months

unless extended at a future date by the Directors.

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

Director Gertler noted for the record that he would recuse himself from the vote on this item.

Hearing nothing further from the Directors, upon motion duly made and seconded, the

following resolution was unanimously adopted:



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NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT – Delegation of Authority to Enter into COVID-19 Pandemic Relief Assistance Contracts

BE IT RESOLVED, that in accordance with the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, the President and Chief Executive Officer or his or her designee(s), who shall be one or more officers of the Corporation, and each of them hereby is, authorized to enter into COVID-19 pandemic relief assistance contracts, including, without limitation, grant disbursement agreements and loan documents, in amounts not to exceed One Million Dollars ($1,000,000), on behalf of the Corporation with such persons, firms and corporations as he or she may deem necessary to exercise the powers, duties and functions of the Corporation as prescribed by law and as they relate to COVID-19 pandemic relief assistance, and to make all findings required by the UDC Act and/or other applicable laws, and to take all such other actions as may be necessary or appropriate in connection with the approval, execution and implementation of such contracts for a period of six (6) months commencing on the date hereof, unless extended by the Directors; and be it further

RESOLVED, that the President and Chief Executive Officer shall, from time to time, advise the Directors of contracts which have been entered into pursuant to this authority.

* * *

Chair Zemsky then called on Pravina Raghavan to present the next two items on the

Agenda relating to COVID-19 disaster relief for the Directors’ consideration.

Ms. Raghavan explained that the Directors were being asked to approve two grants

totaling $7.5 million to fund COVID-19 Disaster Relief Technical Assistance Grants.

Ms. Raghavan further explained that these grants will be given to three non-profit

organizations with $5 million going to support the 24 existing Entrepreneurship Assistance

Centers (“EAC”) and 23 Small Business Development Centers (“SBDC”) and $2.5 million going to

support 23 selected Certified Development Financial Institutions (“CDFI”).



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Ms. Raghavan noted that with the Boards approval each EAC and SBDC will receive a

grant of up to $110,000 and each entity selected by the CDFI will receive a grant of up to

$100,000.


Directors on either of the two items. Hearing none and noting that no comments were

received from the public, upon motion duly made and seconded, the following resolutions were

unanimously adopted:

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT - Statewide – Urban and Community Development Program - Findings and Determinations Pursuant to Sections 10(g) and 16-d of the UDC Act; Minority and Women-Owned Business Development and Lending Program – Findings and Determinations Pursuant to Section 10(g) and 16(c) of the Act; Empire State Economic Development Fund – Findings and Determinations Pursuant to Section 10(g) and 16-m of the Act; Authorization to make COVID-19 Disaster Relief Technical Assistance Grants to Entrepreneurship Assistance Centers, Small Business Development Centers and Take Related Actions

BE IT RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Empire State Development (“ESD”), relating to the Entrepreneurship Assistance Centers and Small Business Development Centers Technical Assistance Grants, (the “Project”), ESD hereby determines pursuant to Section 10 (g), 16-c, 16-d, and 16-m of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that with respect to the Programs, the Corporation makes the following findings pursuant to Sections 16-c, 16-d, 16-m and Section 10(g) of the Act:

1. As a result of this Program, small businesses severely impacted by COVID-19 will be able to apply for federal and state COVID-19 assistance programs and continue their operations and retain employment in New York State.

2. The loss incurred by small businesses in the affected communities is extensive. To enhance the impact of the various federal and state programs that will become available, ESD



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will provide grants to the EAC and SBDCs to assist State small businesses in applying for the various COVID-19 assistance programs, including but not limited to SBA Disaster Loans.

3. For a relatively modest investment by the State, the Program is expected to prevent small businesses from shutting down entirely or downsizing in the face of extensive losses.

4. No residential relocation is required because there are no families or individuals residing on the site.

RESOLVED, that the President and Chief Executive Officer or his designee(s) be, and each of them hereby is, authorized to make grants for a total amount not to exceed Five Million ($5,000,000) for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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

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

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

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT - Statewide – Community Development Financial Institutions Assistance Program – Findings and Determinations Pursuant to Sections 10(g) of the Act; Empire State Economic Development Fund – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to make COVID-19 Disaster Relief Technical Assistance Grants to Community Development Financial Institutions and take related actions

RESOLVED, that with respect to the Programs, the Corporation makes the following findings pursuant to Section 16-m and Section 10(g) of the Act:

1. As a result of this Program, small businesses severely impacted by COVID-19 will be able



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to apply for federal and state COVID-19 assistance programs and continue their operations and retain employment in New York State.

2. The loss incurred by small businesses in the affected communities is extensive. To enhance the impact of the various federal and state COVID-19 assistance programs, ESD will provide grants to selected CDFIs to assist small businesses in applying for the various COVID-19 assistance programs, including but not limited to SBA Disaster Loans.

3. For a relatively modest investment by the State, the Program is expected to prevent small businesses from shutting down entirely or downsizing in the face of extensive losses.

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

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

RESOLVED, that the President and Chief Executive Officer or his designee(s) be, and each of them hereby is, authorized to make grants for a total amount not to exceed One Million Six Hundred Forty-Five Thousand ($1,645,000) from the Community Development Financial Institutions and Eight Hundred Fifty-Five Thousand ($855,000) from the Empire State Economic Development Fund for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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

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

* * *

Next, Chair Zemsky asked Director Gertler to provide the President’s Report on the



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Corporation’s most recent activities.

In addition to providing information on the role ESD has been playing, Director Gertler,

among other things, thanked Chair Zemsky for his leadership and all of the ESD staff for their

commitments and hard work during this challenging time.

Following the President’s Report, the Chair called on Glendon McLeary to present a

summary of the project items on the Agenda.

Mr. McLeary explained that the Directors were being asked to consider 16 projects

totaling $15,490,000 million in grants. He further explained that there was one Buffalo Billion

award; eleven Regional Council awards and seven discretionary awards that will support

various projects in regions throughout the State.

Mr. McLeary noted that these projects will leverage over $91 million of additional

investment, retain 576 jobs and create 47 new jobs in the State.

Before moving onto the regional projects section of the Agenda, Chair Zemsky noted

that the projects would be presented in consent format by each region and approved on the

submission of the materials received.

Chair Zemsky noted that the first project was from the Central New York Region - The

Children’s Museum of Oswego and further noted that James Fayle, the Central New York



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Regional Director was on the telephone to answer any questions from the Directors.

Hearing none and noting that no comments were received from the public, upon motion

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

Oswego (Central New York Region – Oswego County) – The Children's Museum of Oswego Capital – Downtown Revitalization Initiative (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

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

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

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to The Children's Museum of Oswego a grant for a total amount not to exceed Three Hundred Thousand Dollars ($300,000) from the Downtown Revitalization Initiative, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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



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

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

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

* * *

Chair Zemsky noted that the following two projects were from the Western New York

Region, TechBuffalo Talent Attraction Program Capital and Burrous Building Stabilization

Redevelopment Capital, and that Amanda Mays, the Western New York Regional Director was

on the telephone to answer any questions from the Directors.



Buffalo (Western New York Region – Erie County) – TechBuffalo Talent Attraction Program Working Capital – Buffalo Regional Innovation Cluster (Working Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions

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

RESOLVED, that President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to TechBuffalo a grant for a total amount not to exceed Two Million Dollars ($2,000,000) from the Buffalo Regional Innovation Cluster, for the purposes, and substantially on the terms and conditions, set forth in



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the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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


* * *

Wellsville (Western New York Region – Allegany County) – Burrous Building Stabilization Redevelopment Capital – Regional Council Capital Fund and Restore New York Communities Initiative (Capital Grants); Findings and Determinations Pursuant to Sections 10(g) and 16-n of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Burrous Building Stabilization Redevelopment Capital – Regional Council Capital Fund and Restore New York Communities Initiative Capital Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) and 16-n of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further

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

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to the Village of Wellsville a grant for a total amount not to exceed One Million Dollars ($1,000,000) from the Regional Council Capital Fund, and a grant for a total



17

amount not to exceed Five Hundred Thousand Dollars ($500,000) from the Restore New York Communities Initiative Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *

Wellsville (Western New York Region – Allegany County) – Burrous Building Stabilization Redevelopment Capital – Regional Council Capital Fund and Restore New York (Capital Grants) – Determination of No Significant Effect on the Environment

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

* * *

Chair Zemsky then noted that the next three projects were from the Finger Lakes

Region, O-AT-KA Milk Products Cooperative Capital; Friends of CMAC Capital and Market NY

Capital and Cornell Industrial Hemp Phase II Capital. He further noted that Vincent Esposito,

the Finger Lakes Regional Director was on the telephone to answer any questions from the

Directors.



18



Batavia (Finger Lakes Region – Genesee County) – O-AT-KA Milk Products Cooperative Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

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


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

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




19


* * *

Batavia (Finger Lakes Region – Genesee County) – O-AT-KA Milk Products Cooperative Capital – Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the O-AT-KA Milk Products Cooperative Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Regional Council Award – Canandaigua (Finger Lakes Region – Ontario County) – Friends of CMAC Capital & Market NY Capital – Regional Council Capital Fund – & Market NY – ESD Capital Appropriation (Capital Grants) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

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


RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has



20

been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Friends of Constellation Brands-Marvin Sands Performing Arts Center, Inc. two grants for a total amount not to exceed Two Million Dollars ($2,000,000) from the Regional Council Capital Fund –& Market NY –ESD Capital Appropriation, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *

Regional Council Award – Canandaigua (Finger Lakes Region – Ontario County) – Friends of CMAC Capital & Market NY Capital – Regional Council Capital Fund – & Market NY – ESD Capital Appropriation (Capital Grants) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Friends of CMAC Capital & Market NY Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Geneva (Finger Lakes Region – Ontario County) – Cornell Industrial Hemp Phase II Working Capital – Empire State Economic Development Fund – General Development Financing (Working Capital Grant) – Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions



21

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

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

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

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


RESOLVED, that President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Cornell University a grant for a total amount not to exceed four-hundred thousand dollars ($400,000) from the Empire State Economic Development Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *



22

The Chair then noted that there were three projects from the Mohawk Valley Region,

Deployed Resources Capital; Baggs Square-Mixed Use Capital; and O.W Hubble & Sons Capital.

Chair Zemsky noted that Michael Reese, the Mohawk Valley Regional Director was on

the telephone to answer any questions from the Directors.



Regional Council Award – Priority Project – Rome (Mohawk Valley Region – Oneida County) – Deployed Resources Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Sections 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

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


RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Deployed Resources, LLC a grant for a total amount not to



23

exceed One Million Three Hundred and Eighty Thousand Dollars ($1,380,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *

Regional Council Award –Utica (Mohawk Valley Region – Oneida County) – Baggs Square - Mixed Use Capital – Regional Council Capital Fund - RC 5 Neighborhood Revitalization (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Baggs Square - Mixed Use Capital -- Regional Council Capital Fund - RC 5 Neighborhood Revitalization Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further




24

RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Baggs Square Partners, LLC a grant for a total amount not to exceed Nine Hundred Thousand Dollars ($900,000) from the Regional Council Capital Fund - RC 5, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *

Regional Council Award – Priority Project – Yorkville (Mohawk Valley Region – Oneida County) – O.W. Hubbell & Sons Capital – Regional Council Capital Fund Capital – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions

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

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



25

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

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




* * *

Chair Zemsky then noted that there was one project from the Capital Region, Universal

Preservation Hall Capital. He noted that Michael Yevoli, the Capital Region’s Regional Director

was on the telephone to answer any questions from the Directors.





26

Regional Council Award – Priority Project – Saratoga Springs (Capital Region – Saratoga County) – Universal Preservation Hall Capital – Regional Council Capital Fund and Restore New York Communities Initiative (Capital Grants) – Findings and Determinations Pursuant to Sections 10(g) and 16-n of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Universal Preservation Hall Capital -- Regional Council Capital Fund and Restore New York Communities Initaitve (Capital Grants) Project (the “Project”), the Corporation hereby determines pursuant to Section 10(g) and 16-n of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”), that there are no families or individuals to be displaced from the project area; and be it further


RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to City of Saratoga Springs a grant for a total amount not to exceed Eight Hundred Thousand dollars ($800,000) from the Regional Council Capital Fund, and a grant for a total amount not to exceed Seven Hundred and Fifty Thousand dollars ($750,000) from the Restore New York Communities Initiative Program, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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




27


* * *

Chair Zemsky noted that there were two projects from the Long Island Region, Sag

Harbor Partnership Capital; and Frank G. Zarb Building Capital. He noted that Cara Longworth,

the Long Island Region’s Regional Director was on the telephone to answer any questions from

the Directors.



Regional Council Award – Sag Harbor (Long Island Region – Suffolk County) – Sag Harbor Partnership Capital (Capital Grant) – Regional Council Capital Fund - Business Improvement – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

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


RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of



28

the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Sag Harbor Cinema Arts Center, Inc. a grant for a total amount not to exceed One Million Four Hundred Thousand Dollars ($1,400,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further




* * *

Regional Council Award – Sag Harbor (Long Island Region – Suffolk County) – Sag Harbor Partnership Capital – Regional Council Capital Fund – Business Improvement (Capital Grant) Determination of No Significant Effect on the Environment

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

* * *

Regional Council Award – Hempstead (Long Island Region – Nassau County) – Frank G. Zarb Building Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related



29

Actions

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


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




* * *



30

Regional Council Award – Hempstead (Long Island Region – Nassau County) – Frank G. Zarb Building Capital– Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment

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

* * *

The Chair then called for questions or comments on the next three items on the Agenda,

the Market New York Grant Program; the Restore New York Communities Capital Grants; and

the Non-Discretionary Consent Calendar. He noted that Simone Bethune was on the telephone

to answer any questions from the Directors.



Statewide – Market New York Program (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

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

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



31

be it further

RESOLVED, that upon written findings of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearings held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written findings being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a to grant to the party and for the amount listed below from Market New York Program, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further


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

Market New York Program

Project Name Project # Grantee Assistance up to

Market New York Program

A. Arrowood Farms Brewery Expansion Capital 132,626 Arrowood Farms $360,000

TOTAL MARKET NY PROJECT-1 TOTAL $360,000and be it further

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

* * *

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



32

______________________________________________________________________________

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

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

RESOLVED, that upon written findings of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearings held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written findings being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a to grant to the party and for the amount listed below from Restore NY Communities, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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


Restore New York Communities Initiative Program – Project Summary Table

Grantee Project Name Project # Grant Village, Town, City County

A. Village of South Dayton

Village of South Dayton – PV Agri-Industrial Park - RESTORE IV

AB807 $450,000 South Dayton Cattaraugus



33

B. Town of Southport

Town of Southport - Point Redevelopment RESTORE IV

AB722 $500,000 Southport Chemung

C. Town of Southampton

Town of Southampton - Riverside Hamlet Center Redevelopment - RESTORE V

131,735 $1,000,000 Southampton Suffolk

Total RESTORE NY – 3 Projects TOTAL $1,950,000

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

* * *

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

______________________________________________________________________________

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


RESOLVED, that upon written findings of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearings held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written findings being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a to grant to the party and for the amount listed below from Local Assistance Program, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief



34

Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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


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

Local Assistance – Project Summary Table

Project Name Project # Grantee Assistance up to

Local Assistance (Base Retention)

A. Oneida County Capital 17-18 AC290 County of Oneida $450,000

TOTAL NON-DISCRETIONARY PROJECT - 1 TOTAL $450,000

and be it further


* * *

The Chair noted that the next item on the Agenda for the Directors’ consideration was



35

an item related the New York State Electric Generation Facility Cessation Mitigation Program

and noted that Vincent Ravaschiere was on the telephone to answer any questions from the

Directors.



Statewide – New York State Electric Generation Facility Cessation Mitigation Program -Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions

BE IT RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the "Materials"), relating to the Electric Generation Cessation Mitigation Program ("the Program") projects identified below, the Corporation hereby determines pursuant to Section 10(g) of the New York State Urban Development Corporation Act of 1968, as amended, that there are no families or individuals to be displaced from the project area; and be it further

RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized to make grants as set forth below from the Electric Generation Cessation Mitigation Program, for the purposes and substantially on the terms and conditions set forth in the Materials and the Program guidelines, with such changes as the President and Chief Executive Officer Designate or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget:

PTS # Applicant Facility Closure Date

Tax Loss County Proposed Grant Amount

AB359 Dunkirk City School District

Dunkirk Power, LLC

January 1, 2016

95% Chautauqua $1,899,970.13

and be it further

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



36



* * *

The Chair then called on Kevin Younis to present a summary of the eight Administrative

Action items on the Agenda for the Directors’ consideration before he would call for a vote on

all eight items.

Mr. Younis explained the first three Administrative Action items related to the annual

renewal of Corporate insurance policies; the annual adoption of ESD’s and its Subsidiaries

Procurement Guidelines; and the annual adoption of the Corporation’s Property Disposition

Guidelines.

Mr. Younis noted that the next five items related to the authorization or amendments to

consultant and vendor IT related services contracts. He further noted that staff was on the

telephone to answer any questions.

Chair Zemsky then called for any questions or comments from the Directors. Hearing

none and noting that no comments were received from the public, upon motion duly made and

seconded, the following resolutions were unanimously adopted:



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NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT - Renewal of Corporate Insurance Policies – Authorization to Purchase Corporate Insurance Policies and to Take Related Actions

RESOLVED, that based upon the materials presented to the Directors at this meeting, a copy of which is hereby ordered to be filed with the records of the Corporation, that the Chairman and Chief Executive Officer Designate of the Corporation or Chief Financial Officer or his/her designee(s) are hereby authorized, in the name and on behalf of the Corporation, to enter into all contracts, agreements and instruments, as the Chairman and Chief Executive Officer of the Corporation or Chief Financial Officer or his/her designee(s) shall deem necessary or appropriate in connection with the purchase of the Corporation’s Directors & Officers Liability Insurance, Employment Practices Liability Insurance, Commercial General Liability Insurance, Auto Liability Insurance, Umbrella Liability Insurance, Property Insurance, Employee Crime & Dishonesty Insurance, Accidental Death and Dismemberment Insurance, Cyber Insurance and Fine Arts Insurance for total FY2020-2021 annual premiums not to exceed $1.3 million.

RESOLVED, that all actions heretofore taken on behalf of the Corporation in regard to the replacement of the foregoing insurance policies are hereby approved, ratified and confirmed.

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Adoption of Revised Guidelines for the Use, Awarding, Monitoring and Reporting of Procurement Contracts

BE IT RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered to be filed with the records of the Corporation (“Materials”), the proposed 2020 Guidelines for the Use, Awarding, Monitoring and Reporting of Procurement Contracts (“Guidelines”), a copy of which is attached to the Materials, be and hereby is approved and adopted as of the date hereof, and the Chief Executive Officer or his or her designee is authorized to promulgate the Guidelines in electronic form and other media for the use of the staff of the Corporation and its subsidiaries, and to take such other and further action as may be deemed necessary or appropriate to effectuate the foregoing Resolution.

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT (the “Corporation”) – Re-Adoption of Property Disposition Guidelines, Re-Appointment of Contracting Officer and Authorization to Take Related Actions



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WHEREAS, the Corporation wishes to comply with Title 5-A of the Public Authorities Accountability Act (“Law”) as amended by the Public Authorities Reform Act of 2009 which mandates that public benefit corporations annually prepare the Corporation’s Guidelines regarding Disposition of Property (the “Guidelines”) attached hereto; and

WHEREAS, the Corporation prepared the Guidelines in accordance with the Act as amended; and

WHEREAS, the Corporation has reviewed said Guidelines and found them to be satisfactory; and

WHEREAS, the Guidelines require the appointment of a Contracting Officer;

NOW, THEREFORE, IT IS HEREBY RESOLVED that in accordance in the materials presented to this meeting and ordered filed in the records of the Corporation, the Guidelines as amended are hereby adopted; and it is further

RESOLVED, that the Vice President - Contract Administration, ESD, (or any successor Vice President) is hereby re -appointed as Contracting Officer as required and set forth in the Guidelines; and it is further

RESOLVED, that the President and Chief Executive Officer Designate, the Chief Financial Officer, the Treasurer or their designees be, and each of them hereby is, authorized and empowered to submit and file the Guidelines, as required by law, and to take such action and execute such agreements and instruments as he or she may consider necessary or desirable or appropriate in connection with the implementation of the Guidelines and to take related actions.

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT CORPORATION - Brooklyn (Kings County) – Atlantic Yards Land Use Improvement and Civic Project - Procurement of Owner’s Representative Services - Authorization to Amend the Contract with STV Inc. to Provide Owner’s Representative Technical Services for the Atlantic Yards Land Use Improvement and Civic Project; and Authorization to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), the Directors hereby authorize, on the terms and conditions set forth in the Materials, an amendment of the contract with STV Inc. to provide owner’s representative technical services in connection with Atlantic Yards Land Use Improvement and Civic Project; and be it further



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RESOLVED, that the contract be amended to (i) increase the current amount of $6,250,000 by the amount of $1,250,000 for an aggregate limit of $7,500,000 and (ii) extend the contract term to March 31, 2022; and be it further

RESOLVED, that the President and Chief Executive Officer Designate is authorized and directed, in the name and on behalf of the Corporation, to take any and all such actions as may be necessary or appropriate to effectuate the foregoing resolutions.

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT CORPORATION - Brooklyn (Kings County) – Atlantic Yards Land Use Improvement and Civic Project - Procurement of Environmental Consulting Services - Authorization to Amend the Contract with Henningson, Durham & Richardson, Architecture and Engineering, P.C. to Continue to Provide Owner’s Representative Services for Mitigation Monitoring in Connection with the Atlantic Yards Land Use Improvement and Civic Project; and Authorization to Take Related Actions

______________________________________________________________________________

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), the Directors hereby authorize, on the terms and conditions set forth in the Materials, an amendment of the contract with Henningson, Durham & Richardson, Architecture and Engineering, P.C. to continue to provide owner’s representative services for mitigation monitoring in connection with the Atlantic Yards Land Use Improvement and Civic Project; and be it further

RESOLVED, that the contract be amended to (i) increase the current amount of $5,645,000 by the amount of $500,000 per year for an aggregate limit of $6,645,000 and (ii) to extend the contract term to May 31, 2022; and be it further

RESOLVED, that the President is authorized and directed, in the name and on behalf of the Corporation, to take any and all such actions as may be necessary or appropriate to effectuate the foregoing resolutions.

* *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Procurement of Event Management Vendor Services for the 2020 NYS MWBE Forum - Authorization to Enter into a Contract for Event Management Vendor Services Relating to the 2020 NYS MWBE Forum

______________________________________________________________________________



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BE IT RESOLVED, that upon the basis of the materials presented to this meeting (the “Materials”), a copy of which is hereby ordered filed with the records of the Corporation, the Corporation hereby finds Renee Sacks Associates, Inc. d/b/a Sacks Communications to be responsible; and be it further

RESOLVED, that the Corporation is hereby authorized to enter into a contract with Renee Sacks Associates, Inc. d/b/a Sacks Communications in an amount not to exceed THREE HUNDRED NINTEEN THOUSAND THREE HUNDRED TWENTY-SEVEN DOLLARS AND SEVENTY CENTS ($319,327.70) for the purposes and services, and substantially on the terms and conditions, set forth in the Materials; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee be, and each of them hereby is, authorized to take such action and execute such documents as may be necessary and appropriate to carry out the foregoing conclusion.

* * *

NEW YORK STATE URBAN DEVELOPMENT d/b/a EMPIRE STATE DEVELOPMENT – Microsoft Dynamics System - Authorization to Enter into an Agreement for Enhancements and Modifications for ESD’s Microsoft Dynamics System

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

RESOLVED, that the Corporation is hereby authorized to enter into a contract in an amount not to exceed FOUR HUNDRED AND EIGHTY-EIGHT THOUSAND SEVEN HUNDRED AND FIFTY DOLLARS ($488,750) with Avilamb for the purposes and services, and substantially on the terms and conditions, set forth in the Materials; and be it further

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee be, and each of them hereby is, authorized to take such action and execute such documents as may be necessary or appropriate to carry out the foregoing resolution.

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Empire Station Complex Project - Authorization to Enter into a Contract for Financial Advisory and Consulting Services and Authorization to Take Related Actions



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

RESOLVED, that the Corporation is hereby authorized to enter into a contract with Consultant for up to $600,000 for financial advisory consulting services, and substantially on the terms and conditions, as set forth in the Materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of Budget; and be it further

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

* * *

There being no further business, the meeting was adjourned at 6:40 p.m.

Respectfully submitted,

Debbie RoyceCorporate Secretary


FOR CONSIDERATION April 16, 2020

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Metropolitan Economic Revitalization Fund (“MERF”) Revolving Loan Program — COVID-19 Pandemic Relief Financial Assistance

REQUEST FOR: Findings and Determination Pursuant the MERF Regulations; Authorization to Provide Small Business Loans to Local Community Development Financial Institutions; and Authorization to Take Related Actions

I. Summary

Loan Recipients: Federally Certified Community Development Financial Institutions (“CDFIs”) - See attached Schedules A-1 – A-4

ESD* Project: Up to $12 million - as apportioned on attached Schedules A-1 – A-4 - for MERF COVID-19 pandemic relief financial assistance in the form of small business loans to CDFIs. Such loans will increase lending to small businesses in distressed census tracks and/or contiguous tracks in the City of New York, parts of Nassau County, Westchester County and Rockland County.

Regional Council: The New York Regional Councils have been made aware of this item. The MERF Program predates the Regional Council Initiative, however, the Regional Councils support the MERF Revolving Loan Program for COVID-19 pandemic relief financial assistance.

II. Funding Sources

Up to $12 million in loan funds from existing MERF Program funding.

III. Program Description

The proposed MERF revolving loans for COVID-19 pandemic relief financial assistance will provide access to capital for small businesses located within the economically-distressed in the City of New York, parts of Nassau County, Westchester County and Rockland County.


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In order to provide CDFIs with additional funds to make Paycheck Protection Program (“PPP”) loans to New York State small businesses affected by COVID-19, ESD would like to allocate $12 million in disaster relief assistance to 4 CDFIs who serve in the economically-distressed areas mentioned above. The CDFIs are approved PPP lenders and can begin administering the PPP loan program immediately with these funds.

PPP is a part of the $2 trillion Coronavirus Aid, Relief, and Economic Security Act. It provides $349 billion of loan funds to support small businesses, nonprofit organizations, and other eligible entities impacted by COVID-19. Eligible lenders make PPP loans, and in term these loans are 100% guaranteed by SBA and can be fully forgiven for eligible expenses with supporting documentation.

A. Background

In 1988, the Harlem International Trade Center project received a commitment of $50 million in Regional Economic Development funds from the Port Authority of New York and New Jersey. Due to deteriorating market conditions the project became infeasible, and ESD redirected $25 million of the funds to establish MERF. MERF is intended to fund public/private partnerships in economic development projects that create and/or retain substantial jobs specifically within the geographic area known as the New York portion of the service area of the Port Authority of New York and New Jersey.

MERF serves as a revolving loan fund that provides assistance to bridge financing gaps in the financial structure of proposed projects. MERF will fund projects that already have substantial private sector investment that attracts investors and lenders to the proposed project and surrounding community. ESD can also utilize MERF monies for alternative financial assistance (“AFA”). AFA allows ESD to make loans, deposits and other investments with MERF monies in order to increase business activity within the region, create new sustainable physical development, and stimulate economic growth in the surrounding community so as to preserve a substantial number of jobs and assist in the expansion or retention of area businesses.

B. The Loans

Subject to the agreed-upon terms, covenants and conditions outlined within the loan documents, each eligible CDFI has been determined by the SBA to have the necessary qualifications to make PPP loans on a delegated basis. Each CDFI may be awarded a loan of up to $3 million.

The term of the ESD Program loan to a CDFI is for two years with an interest rate of 0.25%. All Program loan funds are to be deployed by the CDFI within 6 months of ESD’s initial disbursement (“Commencement Date”) of Program Loan funds (in one tranche) to the CDFI. ESD did reserve the right to make reallocations of funds after the initial awards if any of the selected CDFIs did not meet the Program performance requirement as set forth in the Program loan agreement and/ or if funds were available from Program interest earned and repayments to ESD. PPP Loans are 100% guaranteed by the SBA.


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ESD Project Nos.: #133,804 -133,807

Project Team: Project Management Rafael Salaberrios/Jovanna MillerLegal Antovk PidedjianFinance Jonevan HornsbyContractor & Supplier Diversity Alejandra VillanuevaEnvironmental Soo Kang

IV. Statutory Basis

The Proposed use of the funds is consistent with the purposes of the regulations of the Metropolitan Economic Revitalization Program (21 CRR-NY 4244) and the purposes and powers of the Corporation set forth in the UDC Act.

V. Environmental Review

ESD staff has determined that the requested authorization constitutes a Type II ministerial action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. The recipient of loan disbursements will be responsible for complying with SEQRA as applicable. No further environmental review is required in connection with this authorization.

VI. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Articles 15-A and 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority-and women-owned business enterprises ("MWBEs") and service-disabled veteran-owned businesses ("SDVOBs") in the performance of ESD projects. The Office of Contractor and Supplier Diversity has reviewed the project and, while specific goals will be established on a loan by loan basis, due to the emergency response needed for this unprecedented event and the activities to be covered, it is anticipated that there will be limited opportunities for MWBEs or SDVOBs. However, ESD still encourages borrowers to utilize MWBEs and SDVOBs where possible.

VII. ESD Employment Enforcement Policy

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

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

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

AttachmentsResolutionSchedules A-1 – A-4


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April 16, 2020

Metropolitan Economic Revitalization Fund (“MERF”) Revolving Loan Program — COVID 19 Pandemic Relief Financial Assistance - Findings and Determination Pursuant the MERF Regulations; Authorization to Provide Small Business Loans to Local Community Development Financial Institutions; and Authorization to Take Related Actions

RESOLVED, that on the basis of the materials, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Metropolitan Economic Revitalization Fund (“MERF”) – Revolving Loan Program for COVID-19 pandemic relief financial assistance. The Corporation hereby determines and finds that pursuant to the regulations set forth in the Metropolitan Economic Revitalization Program:

(1) The proposed use of MERF funds for COVID-19 Disaster Relief Financial Assistance is consistent with the purposes of the program;

(2) The COVID-19 pandemic relief financial assistance will assist in the expansion or retention of a business located in the state or the attraction of a business to the state; and

(3) The area in which the financial assistance is to be given is an economically distressed area within a municipality of which all, or a portion of, must be located within the New York portion of the PANY/NJ service area.

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be and each of them hereby is authorized to make funding for small business loans aggregating not more than Twelve Million dollars ($12,000,000) from the Metropolitan Economic Revitalization Fund Revolving Loan Program for COVID-19 pandemic relief financial assistance , for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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

Project Name Borrower Project Number Assistance Up ToAccion MERF RLF Accion East 133,804 $3,000,000BOC MERF RLF BOC Capital Corporation 133,805 $3,000,000CCNY MERF RLF Community Capital New York, Inc. 133,806 $3,000,000TruFund MERF RLF TruFund Financial Services, Inc. 133,807 $3,000,000

TOTAL $12,000,000

and be it further


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

* * *


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SCHEDULE A-1

Accion East (133,804)

Borrower: Accion East (“Accion” or the “Organization”)

ESD Investment: A loan of up to $3 Million to be used as loan capital.

Project Location: 80 Maiden Lane, Ste 903, New York, NY 10038

Proposed Project: Metropolitan Economic Revitalization Fund – COVID-19 Disaster Relief Financial Assistance Program – Revolving Loan Fund

Regional Council: The New York Regional Council has been made aware of this item. The Project predates the Regional Council Initiative; however, the Regional Council supports the MERF – COVID-19 Disaster Relief Financial Assistance Program – Revolving Loan Fund.

Background:

Organization History – Accion East (formerly Accion USA) empowers low- to moderate-income small business-owners through access to capital and financial education. Since the inception of Accion’s lending office in 1991, has lent more than $150 million and provided support to over 19,000 small businesses. With economic opportunity, these entrepreneurs, often minorities and women—build assets, better provide for their families, create employment and strengthen their communities.

Providing technical assistance to its clients has been an integral piece of Accion’s microlending model. The counseling services help their clients overcome the typical financial barriers (and often language and cultural barriers) that preclude them from accessing capital to start or grow a small business. Accion counsels in the areas of cash flow management, personal credit development and repair, preparing for business financing, and understanding the financial and regulatory marketplace. Impact studies have shown that the counseling services support its clients in making informed financial decisions that lead to reduced debt, improved personal credit, access to business capital and the creation of assets.

Type of Eligible Organization – Accion East is a Federally-Certified Community Development Financial Institution.

Past ESD Support – This is the first loan to Accion under the Metropolitan Economic Revitalization Fund.


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The Project:

Completion Date – Funds will revolve through December 31, 2022, at which time ESD staff will determine whether to renew the Loan Agreement.

Activity – Accion will receive a loan of up to $3 Million from ESD to be used as loan capital for small businesses in the MERF-eligible portions the city of New York, lower Westchester County and parts of Nassau County.

Results – Awarded organizations are required to provide progress reports detailing the impact of deployment of loan capital to small businesses and M/WBEs in the approved service area, as well as all other outcomes achieved during the Project period.

Borrower Contact: Luke Taylor, Development AssociateACCION East

(646) 833-4554(212) 387-0277ltaylor@accioneast. org


Financial Terms and Conditions:

1. Borrower will be obligated to advise ESD of any materially adverse changes in its financial conditions prior to disbursement.

2. The initial term of the loans to the CDFIs will be two (2) years as of the date of the initial advance of the loan. During this term, semi-annual interest payments will be required. The loan advances will be subject to the agreed-upon provisions of the loan agreement, and the funds will be advanced in one (1) installment.

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


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SCHEDULE A-2

BOC Capital Corp. (133,805)

Borrower: BOC Capital Corp. (“BOC” or the “Organization”)


Project Location: 85 South Oxford Street, Brooklyn, NY 11217

Proposed Project: Metropolitan Economic Revitalization Fund – COVID-19 Disaster Relief Assistance Program – Revolving Loan Fund

Regional Council: The New York Regional Council has been made aware of this item. The Project predates the Regional Council Initiative; however, the Regional Council supports the MERF – COVID-19 Disaster Relief Assistance Program – Revolving Loan Fund.

Background:

Organization History – BOC is a micro/small business loan fund that provides technical and financial assistance to M/WBEs and small businesses in low/moderate income areas, and to minority, immigrant and low-income populations in New York City, Westchester County and Long Island, through BOC offices in Brooklyn, Queens and Bronx and partners in Staten Island (SI BOC), Chinatown (CMP) and Westchester (WEDC).

Year over year, BOC has provided technical and financial assistance to underserved entrepreneurs with limited or no credit histories, early stage businesses, M/WBE contractors, and businesses locked out of credit markets. Through June 2016, BOC invested $14,960,809 in loans (89% to M/WBEs). Products include microloans of up to $50,000, green loans of up to $75,000, short-term contract-based loans of up to $250,000 for construction, wholesale and manufacturing and Hurricane Sandy recovery loans of up to $10,000. In 2011 BOC partnered with New York City to assist M/WBEs mobilize for contracts; from the December, 2011 launch through June 2016, 76 mobilization loans in the amount of $5,290,171 have been disbursed, leveraging over $31,000,000 in contracts.

Type of Eligible Organization – BOC is a Federally-Certified Community Development Financial Institution.

Past ESD Support – This is the second loan to BOC under the Metropolitan Economic Revitalization Fund.


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The Project:


Activity – BOC will receive a loan of up to $3 Million from ESD to be used as loan capital for small businesses in the MERF-eligible portions the city of New York, lower Westchester County and parts of Nassau County.


Borrower Contact: Ms. Nancy Carin, Executive Director(718) 624-9115x1011(718) 246-1881ncarin@bocnet. org





5. ESD may reallocate the project funds to another form of assistance for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Organization and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.


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SCHEDULE A-3

Community Capital New York, Inc. (133,806)

Borrower: Community Capital New York, Inc. (“CCNY” or the “Organization”)


Project Location: 44 Executive Boulevard, Ste. 203, Elmsford, NY 10523

Proposed Project: Metropolitan Economic Revitalization Fund Revolving Loan Fund

Regional Council: The New York Regional Council has been made aware of this item. The Project predates the Regional Council Initiative; however, the Regional Council supports the MERF RLF.

Background:

Organization History – CCNY’s Small Business Program mission is to support the growth of diverse and vibrant small businesses in the Mid-Hudson Valley; to create wealth for the business owner, jobs for the community, neighborhood revitalization and tax revenues. We achieve these objectives through a sustainable program of access to capital and related business development services targeting under-served, women, minority, veteran and financially excluded entrepreneurs. CCNY’s loan program is geared towards un-bankable small businesses with an emphasis on outreach to MWBEs. CCNY has formed strategic alliances to help reach our target borrowers. CCNY has a weekly office presence at the Dutchess County Regional Chamber of Commerce to facilitate the coverage of counties north of Westchester and space in the City of Newburgh and at the Orange County Business Accelerator to improve accessibility to clients in the western sections of our region.

Type of Eligible Organization – CCNY is a Federally-Certified Community Development Financial Institution.

Past ESD Support – This is the first loan to CCNY under the Metropolitan Economic Revitalization Fund.

The Project:


Activity – CCNY will receive a loan of up to $3 Million from ESD to be used as loan capital for small businesses in the MERF-eligible portions the city of New York, lower Westchester County and parts of Nassau County.


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Borrower Contact: Ms. Kim Jacobs, Executive Director914-747-8020 ext. 112kjacobs@communitycapitalny. org





3. ESD may reallocate the project funds to another form of assistance for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Organization and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.


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SCHEDULE A-4

TruFund Financial Services, Inc. (133,807)

Borrower: TruFund Financial Services, Inc. (“TruFund” or the “Organization”)


Project Location: 39 West 37th Street, 7th Floor, NY, NY 10018

Proposed Project: Metropolitan Economic Revitalization Fund Revolving Loan Fund

Regional Council: The New York Regional Council has been made aware of this item. The Project predates the Regional Council Initiative; however, the Regional Council supports the MERF RLF.

Background:

Organization History – TruFund is a 501(c)(3) national Community Development Financial Institution (CDFI) whose mission is to promote and foster economic development in underserved communities and among disadvantaged populations by offering affordable financial and technical assistance to small businesses and not-for-profit organizations that have difficulty accessing conventional capital markets. TruFund is headquartered in New York City, and has offices in Birmingham, New Orleans and Baton Rouge. Since inception, TruFund has disbursed over $115,000,000 in financing to over 1,100 small businesses and not-for-profit organizations, which in turn has contributed to the creation and/or retention of approximately 7,300 jobs. In addition, of all small business loans, approximately 77% have been issued to minority and/or women owned businesses and approximately 53% have been issued to businesses operating within LMI communities.

Type of Eligible Organization – TruFund is a Federally-Certified Community Development Financial Institution.

Past ESD Support – This is the first loan to TruFund under the Metropolitan Economic Revitalization Fund.

The Project:

Completion date – Funds will revolve through December 31, 2022, at which time ESD staff will determine whether to renew the Loan Agreement.

Activity – TruFund will receive a loan of up to $3 Million from ESD to be used as loan capital for small businesses in the MERF-eligible portions the city of New York, lower Westchester County and parts of Nassau County.


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Borrower Contact: Brian Gurski, Vice President646-768-8831bgurski@trufund. org





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


FOR CONSIDERATIONApril 16, 2020

TO: The Directors


SUBJECT: Small Business Revolving Loan Fund Program (“SBRLF”) – Request to Reallocate Funds for COVID-19 Pandemic Relief Financial Assistance

REQUEST FOR: Authorization to Reallocate Funds; Authorization to Amend the Loan Agreements; and Authorization to Take Related Actions

I. Summary

Loan Recipient: Pursuit Lending (“Pursuit”) (formerly known as New York Business Development Corporation), 123,712 (X264)

ESD* Project: Up to $6 million for SBRLF COVID-19 pandemic relief financial assistance in the form of a small business loan to Pursuit. Such loan will increase lending to small businesses Statewide except for NYC, Lower Westchester, and Nassau County.

Regional Council: The New York Regional Councils have been made aware of this item. The SBRLF Program predates the Regional Council Initiative, however, the Regional Councils support the Small Business Revolving Loan Fund for COVID-19 pandemic relief financial assistance.

II. Funding Sources

Up to $6 million in loan funds from existing SBRLF Program interest earned and repayment funding.

III. Program Description

In order to provide Pursuit with additional funds to make Paycheck Protection Program (“PPP”) loans to New York State small businesses affected by COVID-19, ESD is proposing to reallocate $6 million from program interest earned and repayments received to date to support this initiative. The SBRLF requires a minimum 1:1 match of Program funds so the $6 million in loan funds will also leverage a minimum additional $6 million in loans funds. Pursuit is an approved PPP lender and can begin administering the PPP loan program immediately with these funds to small businesses located statewide except for NYC, Lower Westchester, and Nassau County.


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PPP is a part of the $2 trillion Coronavirus Aid, Relief, and Economic Security (CARES) Act. It provides $349 billion of loan funds to support small businesses, nonprofit organizations, and other eligible entities impacted by COVID-19. Eligible lenders make PPP loans, and in turn these loans are 100% guaranteed by SBA and can be fully forgiven for eligible expenses with supporting documentation.

A. Background

In November 2010, ESD’s Board of Directors approved $25 million for the Small Business Revolving Loan Fund (the “Program”). The Program is designed to create economic activity by providing greater access to capital for small businesses and minority and women-owned businesses (“MWBEs”) that generate economic growth and job creation within the State, but that are unable to obtain adequate credit or adequate terms for such credit (collectively “Eligible Businesses”).

Pursuant to a competitive Request for Proposal process in August of 2010, twenty Community-Based Lending Organizations (“CBLOs”) were selected to receive Program loans. The selected CBLOs were to make loans to Eligible Businesses. The term of the ESD Program loan to a CBLO was for seven years, unless an extension was granted (up to four additional years). All Program loan funds were to be deployed by the CBLO within 24 months of ESD’s initial disbursement (“Commencement Date”) of Program Loan funds to the CBLO. ESD did reserve the right to make reallocations of funds after the initial awards if any of the selected CBLOs did not meet the Program performance requirement or if funds were available from Program interest earned and repayments to ESD. In addition, total principal of loans must include up to 50% of Program funds and not less than 50% non-Program funds resulting in a 1:1 match Program requirement.

Project Status

As of December 31, 2019, over $ 266 million (~ $ 107 million of ESD revolved funds) in total loans have been deployed to 44,369 Eligible Businesses. Further, $191 million dollars were loans made to M/WBEs by the Program’s CBLOs.

Pursuit is a Program lender in good standing. As of December 31, 2019, it has made a total of 224 loans totaling $90 million dollars. A third of loans made were to M/WBEs.

B. The Loan

The term of the ESD Program loan to Pursuit is for two years with an interest rate of 0.25%. All Program loan funds are to be deployed by Pursuit within 6 months of ESD’s initial disbursement (“Commencement Date”) of Program Loan funds in one tranche. ESD does reserve the right to make reallocations of funds after the initial award if Pursuit does not meet the Program performance requirement as set forth in the Program loan agreement and/ or if additional funds were available from Program interest earned and repayments to ESD. PPP Loans are 100% guaranteed by the SBA.


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ESD Project Nos.: #123,712 (X264)

Project Team: Project Management Rafael Salaberrios/Huey-Min ChuangLegal Antovk PidedjianFinance Jonevan HornsbyContractor & Supplier Diversity Alejandra VillanuevaEnvironmental Soo Kang

IV. Statutory Basis

The Program is authorized pursuant to Section 16-t of the UDC Act. No residential relocation is required because there are no families or individuals will be displaced by the Project, thereby satisfying the requirements of Section 10(g) of the UDC Act.


ESD staff has determined that the proposed authorization to reallocate funds to provide Pursuit with additional funds to make PPP loans to New York State small businesses affected by COVID-19 constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the authorization.


Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of New York State certified minority-and women-owned business enterprises (“MWBEs”) in the performance of ESD projects. The CBLOs are encouraged to include minorities and women in any job opportunities created by the Project and to solicit and utilize MWBEs for any contractual opportunities generated in connection with the Project. The Office of Contractor and Supplier Diversity has reviewed the project and has determined that participation goals will not be established for this project.

Additional Submissions to Directors

Resolutions


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April 16, 2020

Small Business Revolving Loan Fund Program (“SBRLF”) – Request to Reallocate Funds for COVID-19 Pandemic Relief Financial Assistance - Authorization to Reallocate Funds; Authorization to Amend the Loan Agreements; and Authorization to Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials), relating to the Small Business Revolving Loan Fund Program (the “Program”), the Corporation is authorized to reallocate and redeploy Program funding and to enter into loan agreements and related documentation with each borrower and in such amounts as set forth in the Materials, in order to redeploy such reallocated Program funding in an aggregate not to exceed $25 million that is entirely funded by State appropriations eligible to fund the Program; and be it further

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

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


* * *



TO: The Directors


SUBJECT: Buffalo (Western New York Region – Erie County) – Buffalo Niagara Freedom Station Coalition Capital – Buffalo Regional Innovation Cluster (Capital Grant)

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

General Project Plan

I. Project Summary

Grantee: Buffalo Niagara Freedom Station Coalition (the “Organization”)

ESD* Investment: A grant of up to $900,000 to be used for a portion of the cost of design and construction, rehabilitation, architectural/engineering, and soft costs

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

Project Location: 511 Michigan Avenue, Buffalo, Erie County

Proposed Project: Design and historic rehabilitation to preserve structural integrity of the historic Michigan Street Baptist Church, and to provide ADA-compliant upgrades

Project Type: Historic Rehabilitation

Regional Council: The project is consistent with the Western New York (“WNY”) Regional Economic Development Council’s plan to promote and enhance tourism in the WNY region.


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II. Project Cost and Financing Sources

Financing Uses AmountStructural and MEP Renovations $500,795Accessibility Renovations 344,435Soft Costs (Administration/ Construction Supervision) 111,360Architectural/Engineering Services 148,000Contingency 170,410

Total Project Costs $1,275,000

Financing Sources Amount PercentESD-Grant $900,000 71%Parks – Grant 375,000 29%

Total Project Financing $1,275,000 100%

III. Project Description

A. Grantee

Industry: Tourism

Grantee History: Founded in 2001, the Buffalo Niagara Freedom Station Coalition is a nonprofit organization. The focused mission of the nonprofit is to preserve and promote the heritage of the Michigan Street Baptist Church, Buffalo’s oldest African American Church. Formed in 1845, the Michigan Street Baptist Church was a congregation-owned church that provided a tremendous source of pride for the community. The Church was a place for anti-slavery and reform movements to meet and was often the last stop on for fugitive slaves on the Underground Railroad before crossing over to Canada. After the abolition of slavery, the Church remained central to the cultural significance of Buffalo’s African-American community as both the Buffalo Urban League and the local chapter of the National Association for Colored People were started by members of the congregation.

In 1974, the Church was listed on the National Register of Historic Places, allowing for the Buffalo Niagara Freedom Station Coalition to seek out additional sources of public funding, and further promote the historical significance of 511 Michigan Avenue, and its role in the historic Michigan Street African American Heritage Corridor.

Ownership: Buffalo Niagara Freedom Station Coalition is a non-sectarian, not-for-


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profit educational organization.

ESD Involvement: In January 2017, Governor Andrew M. Cuomo announced a $500 million Phase II expansion of the previously launched “Buffalo Billion” Economic Development Initiative in Western New York, or “BB2”, to continue building on the renewed economic engines and reinvigorated civic spirit throughout Buffalo and the entire WNY region. One program in BB2 is the East Side Corridor Economic Development Fund, a $50 million initiative to spark revitalization of Buffalo's East Side through investments in the four main commercial corridors: Michigan, Jefferson, Fillmore, and Bailey Avenues. Funding is being used to revive traditional main streets and commercial corridors through the preservation of historic buildings like the subject property, investing in capital improvements in neighborhood assets, expansion of commercial opportunities, improvements to infrastructure, and the promotion of mixed-use private investment in these neighborhoods.

Michigan Street Baptist Church is one of three key existing properties in the NYS-designated Michigan Street African American Heritage Corridor, along with the Nash House (which once housed the pastor of the church), and the Colored Musicians Club (a social club and entertainment venue serving African American musicians, dating to 1935). The plan for the East Side Corridor Economic Development Fund, launched by the Governor in March 2019, called for up to $7 million to be invested to elevate the cultural offerings of this Heritage Corridor and better coordinate the activities of its assets/facilities to operate more as a unified tourism destination. This effort is being implemented in two parts: (1) the current round of rehabilitation efforts at each property to stabilize near-term structural deficiencies in each of the three anchor buildings; and (2) a joint master plan and capital improvement plan for further investments, which will be developed through the Michigan Street African American Heritage Corridor Commission (which includes membership from each property). Any ESD funding for such future improvements would be the subject of subsequent Board actions.

The proposed ESD funding at the Michigan Street Baptist Church is being coordinated with a historic preservation grant awarded by the NYS Office of Parks, Recreation, & Historic Preservation (“OPRHP”) in January 2019 through Round 8 of the Consolidated Funding Application. Without financial assistance from ESD, this project would not have been feasible.

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


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B. The Project

Completion: December 2021

Activity: The funding for this project will result in the rehabilitation of various components of the historic Michigan Street Baptist Church, which will address items pertaining to the building’s long-term structural integrity and life safety. The project will also focus on addressing ADA-accessibility to the building and bathrooms. With an anticipated start date in summer 2020, the project will progress with completing design and architectural renderings, followed then with renovations focusing on the structural and accessibility issues.

Results: A historically significant building will receive the necessary funds to shore up structural concerns and allow for it to become more accessible to members of the community and beyond as an important part of Buffalo’s African American history. The Buffalo Niagara Freedom Station Coalition will be able to usher in greater numbers of visitors to the Michigan Street Baptist Church, resulting in a better capability of sharing the knowledge of past abolitionists and activists with current generations.

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

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

Grantee Contact: Ms. Lillie Wiley-Upshaw, Chair511 Michigan AvenueBuffalo, New York 14203Phone: (716) 316-9113Email: lwileyupshaw29@gmail. com

ESD Project No.: 133,239

Project Team: Origination Amanda MaysProject Management Nancy BurkhardtContractor & Supplier Diversity Geraldine FordFinance Kathleen UckertDesign & Construction Dennis ConroyEnvironmental Paul Tronolone

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Grantee shall reimburse ESD


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for all out-of-pocket expenses incurred in connection with the project.

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

3. Up to $900,000 will be deposited into an ESD-held account (the “Imprest Account”) upon receipt of the executed grant disbursement agreement.

The Grantee may, no more frequently than monthly unless approved by ESD, seek authorization to disburse funds from the Imprest Account via Grant Utilization Request Forms (“GURF”) to pay for eligible project costs, as evidenced by invoices due and payable in compliance with ESD Design and Construction Requirements and in proportion to ESD’s funding share, assuming all project approvals have been completed and funds are available. Each subsequent GURF will include the current month’s invoices and proof of payment for invoices submitted for the previous month. The final 10% of the grant will be disbursed upon completion of the project as demonstrated by a Certificate of Occupancy and/or by any documentation as ESD may require.

Within 6 months of payment of the Final GURF, ESD will require full documentation of eligible expenditures including all proof of payment.

Expenditures incurred prior to March 12, 2019 are not eligible project costs and cannot be reimbursed by grant funds.

4. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $900,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Grantee and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

5. Grant funds will be subject to pro rata recapture if the property at the Project Location is sold within five years of disbursement of funds. The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the transfer occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the Grant, which in each instance shall be equal to:

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

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

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


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

(v) 20% of the disbursed amount if the transfer occurred in the fifth full calendar year after the disbursement was made.

IV. Statutory Basis – Buffalo Regional Innovation Cluster

The funding was authorized in the 2017-2018 New York State budget and reappropriated in the 2018-2019 and 2019-2020 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

V. Design and Construction

ESD staff will review the project budget, design and construction documents, plans, and payment requests, along with the other related documents that ESD may require for review and approval of project payments. Submission of required (D+C) documents, and related project documentation to ESD will be made according to terms outlined in the executed Grant Disbursement Agreement (GDA). ESD staff reserves the right to visit the site, attend progress meetings, review any related project file submissions, as needed, and recommend payments when its requirements have been met.

VI. Environmental Review

ESD staff has determined that the project, which involves in-kind rehabilitation of a historic building for the purposes of preserving its integrity, constitutes a Type II action as defined by the New York State Environmental Quality Review Act ("SEQRA") and the implementing regulations for the New York State Department of Environmental Conservation. No further environmental review is required in connection with the project.

Due to the building’s listing on the National Register of Historic Places, ESD will ensure that prior to any construction, required consultation is conducted with the NYS OPRHP pursuant to the requirements of Section 14.09 of the State Historic Preservation Act. Because the ESD funding would be coordinated with an already-awarded OPRHP Historic Preservation Grant, the 14.09 process has been initiated and is being led by the OPRHP Western District office and the OPRHP’s State Historic Preservation Office.

VII. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Recipient shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprise (“MWBEs”) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% related to the eligible categories totaling approximately $344,435. As such, the goal MWBE utilization shall be no less than $103,330.


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VIII. ESD Employment Enforcement Policy


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


X. Additional Submissions to Directors

ResolutionsNew York State MapProject Finance MemorandumProject Photographs


April 16, 2020

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

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


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



RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and


deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *


«Project_Name»«Project_Town»«Project_County» County

Buffalo Niagara Freedom StationBuffaloErie County


Buffalo Niagara Freedom Station Coalition

Front view of 511 Michigan Avenue

Images of the foundation failure, southwest corner of the building; and roof requiring reinforcements to trusses


Images of hazardous electrical system and temporary support columns added to support the building

Image of the entrance/bathroom that is not ADA compliant



TO: The Directors


SUBJECT: Buffalo (Western New York Region – Erie County) Central Terminal Neighborhood Planning Working Capital – Buffalo Regional Innovation Cluster (Working Capital Grant)


I. Project Summary

Grantee: Central Terminal Restoration Corp. (“CTRC” or the “Organization”)

ESD* Investment: A grant of up to $400,000 to be used for consultant costs associated with undertaking a planning study to identify potential measures to better link the historic Buffalo Central Terminal (“Central Terminal” or “Terminal”) with its surrounding neighborhood and other nearby assets.

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

Project Location: 495 Paderewski Drive, Buffalo, Erie County

Proposed Project: Planning for potential future improvements at the Central Terminal site and in the surrounding neighborhood

Project Type: Planning Study

Regional Council: The Western New York Regional Economic Development Council has been made aware of this item. The project is consistent with the Regional Plan as it advances smart growth in the Western New York region.


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Financing Uses AmountConsultant fees for Planning Study $400,000

Total Project Costs $400,000

Financing Sources Amount PercentESD-Grant $400,000 100%

Total Project Financing $400,000 100%


A. Grantee

Industry: Historic Preservation

Grantee History: CTRC was established in 1997 with the goal of preserving the Terminal and helping to promote it as a viable redevelopment opportunity in the City of Buffalo. The Organization owns the Terminal Concourse, Baggage Building, and Tower, and has spent more than two decades stabilizing the facility, facilitating interest in the Terminal, and actively seeking reuse of the site.

Ownership: CTRC is a not-for-profit organization.

Size: CTRC has a 13-member volunteer board of directors. It recently appointed its first full-time executive director.

Market: N/A

ESD Involvement: In his January 2017 State of the State address, Governor Andrew M. Cuomo announced Phase II of the Buffalo Billion Initiative (“BBII”), a $500 million investment in Western New York. Included in this plan was funding to support neighborhood-based assets of regional significance that, if targeted for reinvestment, could act as a catalyst for growth and spur private investment in the community. The Central Terminal – an art deco masterpiece that once provided passenger rail service to Buffalo – is one such exemplary jewel of Buffalo’s unique history that contributes to the quality of life that gives the region a competitive advantage. In August 2017, ESD co-sponsored a week-long Urban Land Institute (“ULI”) Advisory Panel session focusing on a pragmatic approach to realizing a long-term, progressive restoration and adaptive reuse of the Terminal complex. This involved a series of recommendations including: initial


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investments to formalize selected spaces in the Terminal for year-round event programming to create a predictable source of income for the CTRC; a “professionalization” of the CTRC through the hiring of full-time staff; and investing in planning efforts to examine “placemaking” approaches to better link the Terminal to existing assets in its surrounding neighborhood, including but not limited to the Broadway Market, the larger Broadway Fillmore Business District, and Torn Space Theater.

In April 2018, Governor Cuomo announced $5 million for the CTRC to take initial steps to restore the Terminal’s historic concourse, a decision implemented at the recommendation of the 2017 Urban Land Institute Advisory Panel’s findings. CRTC has since competitively procured a historic restoration architect and anticipates the initial packages of building rehabilitation work to be awarded in the first quarter of 2020. Subsequently, in March 2019, as part of his overall $65 million economic development initiative for Buffalo’s East Side under BBII, the Governor announced an additional $400,000 for CRTC to undertake the subject Central Terminal neighborhood plan, as well as other major investments in the Broadway Market and Torn Space Theater, for which planning/design are now also underway. Additionally, a consortium of local philanthropic foundations is investing over $8 million to complement ESD’s East Side investments; these funds are being used for personnel and capacity-building efforts, including the CTRC’s recently-hired Executive Director. Thus, it is a particularly opportune time to undertake this planning effort in coordination with these other nearby activities.

Competition: N/A

Past ESD Support: Over the past two years, ESD has awarded up to $5 million in funding to the Grantee as follows:

Program Project # AmountDate Start

(ESD Directors’ Approval date)

Date End(Project Completion: Contract Expiration)

Purpose

Buffalo Regional Innovation Cluster #131,868 $5,000,000 September 20, 2018 December 31, 2022

Capital Grant – emergency repairs and initial phase of rehabilitation/restoration of Central Terminal’s main spaces to accommodate a

greater frequency of events.


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B. The Project

Completion: September 2021

Activity: CTRC will competitively procure a consultant planning/urban design team to engage neighborhood and community stakeholders and project sponsors and develop a series of potential placemaking measures and activities designed to improve physical, visual, and psychological connections between the Central Terminal complex, the surrounding neighborhood, and key assets like the Broadway Market and Torn Space Theater. While the full consultant scope of work is being fully developed by CRTC with assistance from ESD and the University at Buffalo Regional Institute, it would include, but would not be limited to the following activities:

Stakeholder and neighborhood engagement activities; Planning analyses of opportunities and challenges at the

interfaces between the complex and the neighborhood; Analyses of land uses and streetscapes along thoroughfares

connecting the Terminal complex to Broadway/Broadway Market and Fillmore Avenue;

Assessments of elements contributing/detracting from perceived safety along these connecting thoroughfares;

Recommendations for near-term “tactical placemaking” measures to engage the neighborhood and link activities at the Terminal with surrounding neighborhood uses;

Solicitation of community-driven ideas for the redevelopment of the Terminal complex that are inclusive of the neighborhood ethnic and cultural diversity;

Incorporate entrepreneurial activities and opportunities that includes residents of the neighborhood;

Recommendations, imagery, and cost estimates for various longer-term approaches for physical streetscape and/or site improvements (lighting, landscaping, new uses, gateway features, etc.);

Recommendations, imagery, and cost estimates for longer-term institutional approaches for Terminal and surrounding neighborhood improvements; and

Identification of potential funding programs or mechanisms to finance potential improvement efforts for the CTRC to solicit and evaluate developer proposals and financing.

Results: The on-going renovation of the Central Terminal complex will begin to breathe new life into the long-abandoned and deteriorating complex. This funding for neighborhood planning will further secure ESD’s capital


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funding for the building’s rehabilitation/reuse, by fully engaging the neighborhood stakeholders and other nearby institutions to identify ways to better link and leverage the community’s assets along with the emerging improvements at the Terminal.

Economic Growth InvestmentProject: No Benefit-Cost Analysis (“BCA”) is required since this effort generates

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

Grantee Contacts: Ms. Monica Pellegrino Faix, Executive Director Central Terminal Restoration Corp.495 Paderewski DriveBuffalo, NY 14212(716) 754-6142 Ext. 202E-mail: monica@buffalocentralterminal. org

Address for Regular Mail: Jim Hycner, ChairCentral Terminal Restoration Corp. Attn: Buffalo Central Terminalc/o New Era Cap160 Delaware Avenue Buffalo, New York 14202


Project Team: Origination Amanda MaysProject Management Jean Williams Contractor & Supplier Diversity Geraldine FordFinance Kathleen UckertEnvironmental Paul Tronolone


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

2. Upon execution of the Grant Disbursement Agreement, up to $400,000 will be deposited into an ESD held account (the “Imprest Account”). Funds in the Imprest Account, from the time of deposit and until disbursed from such account in accordance with terms to be approved by the ESD Directors, will be invested in accordance with ESD’s Investment Guidelines. Funds from the Imprest Account will be used for eligible project expenses.


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The Grantee may, no more frequently than monthly, unless otherwise approved by ESD, seek authorization to release funds from the Imprest Account to pay for eligible project consultant invoices due and payable, assuming all project approvals have been completed and funds are available. Each subsequent disbursement request from the Imprest Account will include current invoices and proof of payment for invoices submitted during the previous disbursement and such other documentation as ESD may reasonably require. Expenses must be incurred on or after February 1, 2020, to be considered eligible project costs. Disbursements require compliance with program requirements and must be requested by no later than September 30, 2021.

Within 12 months of the disbursement(s), the Grantee must document up to $400,000 in eligible project expenditures; any remaining funds must be returned to ESD at that time.

3. The consultant agreement associated with the neighborhood planning effort at the Project location must be approved by ESD staff in advance of execution.


IV. Statutory Basis – Buffalo Regional Innovation Cluster Fund

The funding was authorized in the 2017-2018 New York State budget and re-appropriated in the 2018-2019, 2019-2020, and 2020-2021 New York State budgets. No residential relocation would be required as there are no families or individuals residing on the site, and because the project is limited to a neighborhood planning study.


ESD staff has determined that the action, which involves funding a planning study that does not commit ESD to undertake, fund or approve any future project, constitutes a Type II action as defined by the New York State Environmental Quality Review Act and the implementing regulations for the New York State Department of Environmental Conservation. No further environmental review is required in connection with this action.


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


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of 30% related to the total value of ESD’s funding.


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

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


IX. Additional Submissions to Directors

ResolutionsNew York State MapProject Photographs


April 16, 2020

Buffalo (Western New York Region – Erie County) – Central Terminal Neighborhood Planning Working Capital – Buffalo Regional Innovation Cluster (Working Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Make a Grant and to Take Related Actions

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

RESOLVED, that the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Central Terminal Restoration Corp. a grant for a total amount not to exceed Four Hundred Thousand Dollars ($400,000) from the Buffalo Regional Innovation Cluster, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further



* * *



Central Terminal Neighborhood Planning BuffaloErie County


Central Terminal Neighborhood Planning

Figure 1: Map of Central Terminal Location

Figure 2: Overhead Photo of Site



TO: The Directors


SUBJECT: Regional Council Award - Tuxedo Park – Priority Project - (Mid-Hudson Region – Orange County) – Tuxedo Sloatsburg Corridor Revitalization II Capital – Regional Council Capital Fund (Capital Grant)

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


I. Project Summary

Grantee: Tuxedo Hudson Mgmt Co., LLC (“THM” or the “Company”)

ESD* Investment: A grant of up to $1,000,000 to be used for a portion of the cost of renovations and the purchase of machinery and equipment


Project Locations: 9 Mill Street, Tuxedo Park, Rockland County17 Mill Street, Tuxedo Park, Rockland County19 Mill Street, Tuxedo Park, Rockland County21 Mill Street, Rockland County23 Mill Street, Rockland County25 Mill Street, Rockland County27-29 Mill Street, Rockland County66 Orange Turnpike, Rockland County68 Orange Turnpike, Rockland County70 Orange Turnpike, Rockland County72 Orange Turnpike, Rockland County74 Orange Turnpike, Rockland County78 Orange Turnpike, Rockland County


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78A Orange Turnpike, Rockland County88 Orange Turnpike, Rockland County89 Orange Turnpike, Rockland County90 Orange Turnpike, Rockland County12 Municipal Plaza, Rockland County

Proposed Project: Revitalization of the Tuxedo Sloatsburg Route 17 Corridor

Project Type: Business renovation including job creation

Regional Council: The Mid-Hudson Regional Economic Development Council has been made aware of this item. The project is consistent with the Mid-Hudson Regional Economic Development Council Plan to support the revitalization of urban centers as engines of regional prosperity.

Employment: Initial employment at time of ESD Incentive Proposal: 27Current employment level: 42Minimum employment on January 1, 2023: 69*

*New employees cannot be transferred from other NYS locations.


Financing Uses AmountReal Estate Acquisition $1,650,000Construction/Renovation 6,058,115Furniture, Fixtures, & Equipment 1,278,675Soft Costs 451,500


Financing Sources Amount PercentESD-Grant $1,000,000 10%Company Equity 8,438,290 90%



A. Company

Industry: Real Estate Development

Company History: The Company was founded in January 2016 to manage the revitalization of the Tuxedo-Sloatsburg Corridor on Route 17 covering both Rockland


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and Orange Counties. The Company manages and disburses all monies for the project’s asset purchases, renovations, and staffs the businesses as they begin operations.

Ownership: Tuxedo Hudson Management, LLC is privately-owned.

Size: The Company’s main offices are in Tuxedo Park, NY and the Company owns two other buildings in Sloatsburg, NY.

ESD Involvement: The properties included in the Tuxedo Sloatsburg Corridor Revitalization Project were vacant and/or underutilized and a source of blight on the communities of Tuxedo and Sloatsburg. The revitalization of the Corridor will transform the area into a hub of activity, drawing in tourists and local residents, and create jobs for many different skill levels of workers.

Due to a shortfall in its budget, the Company applied for funding in July 2017 through Round 7 of the Consolidated Funding Application process and was awarded a $1,000,000 grant to assist in the financing of the project.

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

Program Project # AmountDate Start (ESD

Directors’ Approval date)


Purpose

Regional Council Capital Fund – RC6 AB947 $750,000 August 16, 2018 December 31, 2022

Capital Grant -Funding for Phase I

of the Tuxedo Sloatsburg corridor

revitalization.

B. The Project

Completion: March 2020

Activity: The Company renovated several properties which included: the renovation at 88 Orange Turnpike in which renovations were made to create a town center which will serve as the new location for the organic market; 72 Orange Turnpike was converted into the resort’s main entrance and gathering space. The space includes a dining room, two bars, one opening to the pool and a lounge; 21 and 23 Mill Street was converted into a Summer dining pavilion and full-kitchen that will serve up to 250 guests; 90 Orange Turnpike was renovated into a high-end


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fitness center; 66 Orange Turnpike was converted into an art gallery and small conference center for corporate events; 25-27 Mill Street was converted into a laundry facility/employee housing; 19 Mill Street and 12 Municipal Plaza were demolished and converted into parking lots; and 9 and 17 Mill Street are being utilized as storage for catering furniture and equipment.

Results: Retain 27 jobs and create 42 new jobs. The Company has already created 15 new jobs and retained 27 existing jobs.

Business Investment Project: Benefit-Costs Evaluations are used in evaluating projects that are

categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the estimated benefits typically reflect only construction-related activity.

Business Investment ProjectEvaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value): Fiscal benefits to NYS government from the project are estimated at

$1,066,955; Fiscal cost to NYS government is estimated at $1,000,000; Project cost to NYS government per direct job is $48,160; Project cost to NYS government per job (direct plus indirect) is

estimated at $33,065; Ratio of project fiscal benefits to costs to NYS government is 1.07:1; Fiscal benefits to all governments (state and local) are estimated at

$1,962,119; Fiscal cost to all governments is $1,000,000; All government cost per direct job is $48,160; All government cost per total job is $33,065; The fiscal benefit to cost ratio for all governments is 1.96:1; Economic benefits (fiscal plus total net resident disposable income from

project employment) are estimated at $14,280,890, or $472,196 per job (direct and indirect); The economic benefit to cost ratio is 14.28:1; Project construction cost is $6,210,615, which is expected to generate

39 direct job years and 20 indirect job years of employment;


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For every permanent direct job generated by this project, an additional 0.47 indirect jobs are anticipated in the state’s economy; The payback period for NYS costs is seven years.

See Project Summary Benefit-Cost Evaluation (attached) for detail and definitions.

Grantee Contact: Michael Bruno, Owner3 Store RoadTuxedo Park, NY 10987Phone: (845) 915-3349E-mail: cathy@loopem. com


Project Team: Origination Linda MalaveProject Management Arturo RodriguezContractor & Supplier Diversity Denise RossFinance Christina ChoiEnvironmental Soo Kang


1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $1,000,000 capital grant ($10,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

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

3 Michael Bruno will guarantee the grant repayment obligation of Tuxedo Hudson Management Co., LLC in the event of an Employment Shortfall or other default, as defined in these materials or the Grant Disbursement Agreement.

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

5. Prior to disbursement, the Company must employ at least the number of Full-time Permanent Employees set forth as the Baseline Employment in the table below. A Full-time Permanent Employee shall mean (a) a full-time, permanent, private-sector employee on the Grantee’s payroll, who has worked at the Project Location for a


6

minimum of thirty-five hours per week for not less than four consecutive weeks and who is entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties; or (b) two part-time, permanent, private-sector employees on Grantee’s payroll, who have worked at the Project Location for a combined minimum of thirty-five hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties.

6. Up to $1,000,000 will be disbursed to the Grantee in three installments as follows:a) an Initial Disbursement of an amount equal to 50% of the grant ($500,000) upon

documentation of renovation / real estate acquisition/ fixtures machinery and equipment / soft cost project costs totaling $9,438,290, a Certificate of Occupancy, and documentation of the employment of at least 42 Full-time Permanent Employees at the Project Locations (Employment Increment of 15), assuming that all project approvals have been completed and funds are available;

b) a Second Disbursement of an amount equal to 25% of the grant ($250,000) will be disbursed upon documentation of the employment of at least 57 Full-time Permanent Employees at the Project Locations (Employment Increment of 15), provided Grantee is otherwise in compliance with program requirements;

c) a Third Disbursement of an amount equal to 25% of the grant ($250,000) will be disbursed upon documentation of the employment of at least 69 Full-time Permanent Employees at the Project Locations (Employment Increment of 12), provided Grantee is otherwise in compliance with program requirements.

Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses reimbursed by ESD’s grant must be incurred on or after December 13, 2017 to be considered eligible project costs. All disbursements must be requested by April 1, 2023.

7. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,000,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

8. In consideration for the making of the Grant, Grantee will achieve the Employment Goals set forth in Column B of the table below. If the Full-time Permanent Employee Count for the year prior to the reporting date set forth in Column A of the table below is less than eighty-five percent (85%) of the Employment Goal set forth in Column B (an “Employment Shortfall”), then upon demand by ESD, Grantee shall be obligated to repay to ESD a portion of each disbursement of the Grant, as follows:

The Recapture Amount is based on the time that has lapsed between when the Grant funds were disbursed and when the Employment Shortfall occurred. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each


7

disbursement of the Grant, which in each instance shall be equal to:

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

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

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

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

(v) 20% of the disbursed amount if the Employment Shortfall occurred in the fifth full calendar year after the disbursement was made.

The Grantee’s number of Full-time Permanent Employees shall be deemed to be the greater of the number as of the last payroll date in the month of December for such year or the average employment for the 12 month period computed by quarter.

X = Grantee's Employment Increment that will be the basis of the Initial Disbursement of the Grant as described in section C.5 above (i.e. X=15, and Employment Goals shall equal [27 + X = 42] if the Initial Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Initial Disbursement has not yet been made then X=0.Y = Grantee’s Employment Increment that will be the basis of the Second Disbursement of the Grant as described in section C.5 above (i.e. Y=15, and Employment Goals shall equal [27 + X + Y = 57] if the Second Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Second Disbursement has not yet been made then Y=0. Z = Grantee’s Employment Increment that will be the basis of the Third Disbursement of the Grant as described in section C.5 above (i.e. Z=12, and Employment Goals shall equal [27 + X + Y + Z= 69] if the Third Disbursement is made, in the year such disbursement is made and for each year thereafter). If the Third Disbursement has not yet been made then Z=0.

IV. Statutory Basis – Regional Council Capital Fund

The funding was authorized in the 2017-2018 New York State budget and reappropriated in the 2018-2019, 2019-2020 and 2020-2021 New York State budgets. No residential relocation is

27

A B

Reporting Date Employment Goals

February 1, 2021 27+X+Y+ZFebruary 1, 2022 27+X+Y+ZFebruary 1, 2023 27+X+Y+ZFebruary 1, 2024 27+X+Y+ZFebruary 1, 2025 27+X+Y+Z

Baseline Employment


8

required as there are no families or individuals residing on the site.


ESD staff has determined that, although the funding of this project by ESD may constitute an “action” as defined by the State Environmental Quality Review Act, the project itself has been previously completed. ESD’s action in the funding decision will not alter the adverse environmental impacts, if any, of the project as completed. ESD staff accordingly believes that funding the completed project will not have any significant adverse impacts on the environment. Therefore, it is recommended that the Directors make a Determination of No Significant Effect on the Environment.


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

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


VIII. Additional Submissions to Directors

ResolutionsNew York State MapBenefit-Cost Analysis Project Finance Memorandum


April 16, 2020

Regional Council Award - Tuxedo Park - Priority Project - (Mid-Hudson Region – Orange County) – Tuxedo Sloatsburg Corridor Revitalization II Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

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


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



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


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

* * *


April 16, 2020

Regional Council Award - Tuxedo Park - Priority Project - (Mid-Hudson Region – Orange County) – Tuxedo Sloatsburg Corridor Revitalization II Capital – Regional Council Capital Fund (Capital Grant) – Determination of No Significant Effect on the Environment

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

* * *


Tuxedo Sloatsburg Corridor Revitalization CapitalTuxedo ParkOrange County

Tuxedo Sloatsburg Corridor Revitalization II CapitalTuxedo ParkOrange County


Project SummaryBenefit-Cost Evaluation1

Tuxedo Hudson Management LLC – Business Investment

Benefit-Costs Evaluations are used in evaluating projects that are categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits reported in the table below typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the table typically reflects only construction-related activity. Benchmarks for each type of project are noted in the footnotes.

Initial Jobs: 27 Construction Job Years (Direct): 39New Jobs: 42 jobs over five years Construction Job Years (Indirect): 20

Project Results NYS Gov’t. Project Results State & Local Evaluation Statistics NYS Gov’t. Benchmarks2 State & Local Government

Government Benchmarks

Fiscal Costs3 $1,000,000 $794,250 $1,000,000 $1,020,500 Fiscal Benefits4 $1,066,955 $2,085,600 $1,962,119 $4,271,980

Fiscal Cost /Direct Job $48,160 $3,000 $48,160 $4,110 Fiscal Cost/Total Jobs $33,065 $1,424 $33,065 $1,964

Fiscal B/C Ratio 1.07 7.00 1.96 10.60Project BenchmarksResults

Economic Benefits5 $14,280,890 $119,468,000 Econ. Benefits/Total Jobs $472,196 $147,600

Economic B/C Ratio 14.28 75.00

1 Dollar values are present value calculated over a seven-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

2 The current project evaluation results (both fiscal and economic) are compared to performance measure benchmarks based on results of a sample of ESD non-retail projects. Business Investment project benchmarks are 7.00 (Fiscal) and 75.00 (Economic). Infrastructure Investment (or Economic Growth Investment) project benchmarks are 3.00 (Fiscal) and 30.00 (Economic).

3 Fiscal cost includes the value of grants, loans and associated default risks, and discretionary subsidies (such as tax exemptions or abatements on sales, property, and interest income).

4 Fiscal benefits are the loan repayments and tax revenues to New York State and Local governments generated by project activity. This includes estimated taxes on personal incomes from project direct and indirect employment, corporate and business incomes, excise and user taxes, property taxes, and other taxes.

5 Economic benefits are estimated project benefits measuring fiscal flows to government plus net resident disposable income from project direct and indirect employment net of transfers, without adjusting for individual income earners’ opportunity cost of employment.



TO: The Directors


SUBJECT: Webster (Finger Lakes Region – Monroe County) – Xerox Toner Plant Expansion Capital – Empire State Economic Development Fund – General Development Financing (Capital Grant)

REQUEST FOR: Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions; Determination of No Significant Effect on the Environment


I. Project Summary

Grantee: Xerox Corporation (“Xerox” or the “Company”)

ESD* Investment: A grant of up to $420,000 to be used for a portion of the cost of construction, renovations and the purchase of machinery and equipment

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

Project Location: 800 Phillips Road, Building 216, Webster, Monroe County

Proposed Project: Expansion of existing toner manufacturing building and purchase of machinery and equipment

Project Type: Business expansion involving job retention and creation

Regional Council: The Finger Lakes Regional Economic Development Council has been made aware of this item.

Employment: Initial employment at time of ESD Incentive Proposal: 70Current employment level: 87Minimum employment on January 1, 2023: 87*

*New employees cannot be transferred from other NYS locations


2


Financing Uses AmountConstruction/Renovation $5,932,137Machinery & Equipment 20,200,851Design & Planning 2,722,357Soft Costs 3,665,359


Financing Sources Amount PercentESD-Grant $420,000 1%Company Equity 32,100,704 99% Total Project Financing $32,520,704 100%


A. Company

Industry: Information technology

Company History: Xerox was founded in 1906 as the Haloid Photographic Company. The company changed its name to Haloid Xerox in 1958, and then to Xerox in 1961. The company introduced the 194 plain paper photocopier in 1959 and grew dramatically afterward.

Ownership: Xerox is a publicly-held company and a subsidiary of Xerox Holdings.

Size: Xerox employees 3,398 employees at 13 facilities in New York State. Worldwide Xerox employs 33,183 employees at 100 facilities.

Market: Xerox’s market is customers of worldwide office equipment sales, managed print services, and digital solutions and software.

ESD Involvement: Xerox sought to expand its global toner production capacity. The Company considered both the existing toner manufacturing building in Webster, as well as looking to increase production from off-shore alternatives. Xerox approached Empire State Development about potential funding for expanding the Webster facility. In June 2013, ESD offered the company a $500,000 grant from the Economic Development Fund to support the plant expansion. Xerox accepted the offer in November 2013. The grant was proportionally reduced to $420,000 in March 2020 in response to lower than anticipated spending, from


3

approximately $35,000,000 to $32,500,000, and a decrease in the total jobs created from 25 new jobs to 17 new jobs.

Competition: Xerox’s competitors include Canon, HP, Ricoh, and Konica Minolta.

Past ESD Support: Xerox Corporation has not had any projects in the past five years.

B. The Project

Completion: May 2015

Activity: The Company expanded an existing facility, adding 50,000 additional square feet across four stories. In addition to the construction, the Company purchased new machinery and equipment, including the addition of a fourth reactor processing line, bulk storage of Cyan pigment, and the installation of explosion suppression systems for the new and existing material dryers.

Results: The expansion allowed Xerox to increase the plant’s capacity by 33% annually. This project retained 70 jobs and created 17 new jobs at the project location. The Company has already met the job requirement.

Grantee Contact: Ted Beer, Equipment Engineering Manager100 N. Mustang RoadYukon, OK 73099Phone: (405) 324-3943E-mail: Ted.beer@xerox. com

ESD Project No.: Y569

Project Team: Origination Greg AlbertProject Management Casey RemerContractor & Supplier Diversity Geraldine FordFinance Christina ChoiEnvironmental Soo Kang


1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $420,000 capital grant ($4,200) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

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


mailto:[email protected]

4

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

4. Prior to disbursement, the Company must employ at least the number of Full-time Permanent Employees set forth as the Baseline Employment in the table below. A Full-time Permanent Employee shall mean (a) a full-time, permanent, private-sector employee on the Grantee’s payroll, who has worked at the Project Location for a minimum of thirty-five hours per week for not less than four consecutive weeks and who is entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties; or (b) two part-time, permanent, private-sector employees on Grantee’s payroll, who have worked at the Project Location for a combined minimum of thirty-five hours per week for not less than four consecutive weeks and who are entitled to receive the usual and customary fringe benefits extended by Grantee to other employees with comparable rank and duties.

5. Up to $420,000 will be disbursed to Grantee in lump sum upon documentation of construction/renovation, machinery & equipment, planning & design, and soft costs project costs totaling $32,500,000, documentation of the employment of at least 87 Full-time Permanent Employees at the Project Location, and upon completion of the project substantially as described in these materials, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after November 21, 2013 to be considered eligible project costs. All disbursements must be requested by April 1, 2021.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $420,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Company and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

7. In consideration for the making of the Grant, Grantee will achieve the Employment Goals set forth in Column B of the table below. If the Full-time Permanent Employee Count for the year prior to the reporting date set forth in Column A of the table below is less than eighty-five percent (85%) of the Employment Goal set forth in Column B (an “Employment Shortfall”), then upon demand by ESD, Grantee shall be obligated to repay to ESD a portion of each disbursement of the Grant, as follows:

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


5

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

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

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

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

(v) 20% of the disbursed amount if the Employment Shortfall occurred in the fifth full calendar year after the disbursement was made.

The Grantee’s number of Full-time Permanent Employees shall be deemed to be the greater of the number as of the last payroll date in the month of December for such year or the average employment for the 12 month period computed by quarter.

70

A B

Reporting Date Employment Goals

February 1, 2021 87February 1, 2022 87February 1, 2023 87February 1, 2024 87February 1, 2025 87

Baseline Employment

IV. Statutory Basis

1. The proposed project would promote the economic health of New York State by facilitating the creation or retention of jobs or would increase activity within a municipality or region of the state or would enhance or help to maintain the economic viability of family farms.As a result of this project, the Company will maintain its employment level of 70 and create 17 new jobs.

2. The proposed project would be unlikely to take place in New York State without the requested assistance.ESD assistance is needed to fill a financing gap.

3. The project is reasonably likely to accomplish its stated objectives and the likely benefits of the project exceed costs.Benefit-Costs Evaluations are used in evaluating projects that are categorized as


6

Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the estimated benefits typically reflect only construction-related activity.

Business Investment ProjectEvaluated over a seven-year period, the following are anticipated project impacts (dollar values are present value):

Fiscal benefits to NYS government from the project are estimated at $1,911,001; Fiscal cost to NYS government is estimated at $420,000; Project cost to NYS government per direct job is $41,525; Project cost to NYS government per job (direct plus indirect) is estimated at $8,600; Ratio of project fiscal benefits to costs to NYS government is 4.55:1; Fiscal benefits to all governments (state and local) are estimated at $3,200,829; Fiscal cost to all governments is $420,000; All government cost per direct job is $41,525; All government cost per total job is $8,600; The fiscal benefit to cost ratio for all governments is 7.62:1; Economic benefits (fiscal plus total net resident disposable income from project

employment) are estimated at $14,421,938, or $295,308 per job (direct and indirect);

The economic benefit to cost ratio is 34.34:1; Project construction cost is $10,818,118, which is expected to generate 82 direct job

years and 59 indirect job years of employment; For every permanent direct job generated by this project, an additional 3.34 indirect

jobs are anticipated in the state’s economy; The payback period for NYS costs is two years.

See Project Summary Benefit-Cost Evaluation (attached) for detail and definitions.

4. The requirements of Section 10(g) of the Act are satisfied.No residential relocation is required because there are no families or individuals residing on the site.


The Village of Webster Planning Board, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on July 3,


7

2013. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.


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




ResolutionsNew York State MapBenefit-Cost Analysis Project Finance MemorandumProject Photographs


April 16, 2020

Webster (Finger Lakes Region – Monroe County) – Xerox Toner Plant Expansion Capital – Empire State Economic Development Fund – General Development Financing (Capital Grant) – Findings and Determinations Pursuant to Sections 16-m and 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

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

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

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

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



RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Xerox Corporation a grant for a total amount not to exceed four-hundred-and-twenty-thousand Dollars ($420,000) from the Empire State Economic Development Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further





* * *


April 16, 2020

Webster (Finger Lakes Region – Monroe County) – Xerox Toner Plant Expansion Capital – Empire State Economic Development Fund – General Development Financing (Capital Grant) – Determination of No Significant Effect on the Environment

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

* * *



Xerox Toner Plant ExpansionWebsterMonroe County


Project SummaryBenefit-Cost Evaluation1

Xerox Corporation – Business Investment

Benefit-Costs Evaluations are used in evaluating projects that are categorized as Business Investment, Infrastructure Investment, and Economic Growth Investment and that involve 1) job retention and/or creation and/or 2) construction-related activity. For Business Investment projects, benefits reported in the table below typically reflect the impact of both jobs and construction-related activity. For Infrastructure Investment and Economic Growth Investment projects, which generate long-term benefits not captured in the period of analysis and may involve no permanent job commitments, the table typically reflects only construction-related activity. Benchmarks for each type of project are noted in the footnotes.

Initial Jobs: 70 Construction Job Years (Direct): 82New Jobs: 17 jobs over two years Construction Job Years (Indirect): 59

Project Results NYS Gov’t. Project Results State & Local Evaluation Statistics NYS Gov’t. Benchmarks2 State & Local Government

Government Benchmarks

Fiscal Costs3 $420,000 $794,250 $420,000 $1,020,500 Fiscal Benefits4 $1,911,001 $2,085,600 $3,200,829 $4,271,980

Fiscal Cost /Direct Job $41,525 $3,000 $41,525 $4,110 Fiscal Cost/Total Jobs $8,600 $1,424 $8,600 $1,964

Fiscal B/C Ratio 4.55 7.00 7.62 10.60Project BenchmarksResults

Economic Benefits5 $14,421,938 $119,468,000 Econ. Benefits/Total Jobs $295,308 $147,600

Economic B/C Ratio 34.34 75.00

1 Dollar values are present value calculated over a seven-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

2 The current project evaluation results (both fiscal and economic) are compared to performance measure benchmarks based on results of a sample of ESD non-retail projects. Business Investment project benchmarks are 7.00 (Fiscal) and 75.00 (Economic). Infrastructure Investment (or Economic Growth Investment) project benchmarks are 3.00 (Fiscal) and 30.00 (Economic).

3 Fiscal cost includes the value of grants, loans and associated default risks, and discretionary subsidies (such as tax exemptions or abatements on sales, property, and interest income).

4 Fiscal benefits are the loan repayments and tax revenues to New York State and Local governments generated by project activity. This includes estimated taxes on personal incomes from project direct and indirect employment, corporate and business incomes, excise and user taxes, property taxes, and other taxes.

5 Economic benefits are estimated project benefits measuring fiscal flows to government plus net resident disposable income from project direct and indirect employment net of transfers, without adjusting for individual income earners’ opportunity cost of employment.


Xerox Toner Plant ExpansionPre-Expansion

During Construction


After Construction



TO: The Directors


SUBJECT: Regional Council Award – Lyons Falls (North Country Region – Lewis County) – Lyons Falls Mill Site Capital – Regional Council Capital Fund (Capital Grant)



I. Project Summary

Grantee: County of Lewis Industrial Development Agency (“LCIDA” or the “Organization”)

ESD* Investment: A grant of up to $350,000 to be used for a portion of the cost of demolition and remediation.


Project Location: 4012 Center Street, Lyons Falls, Lewis County

Proposed Project: Demolition and remediation of the remaining structures at the former Lyons Falls Mill site to develop a shovel-ready industrial site

Project Type: Demolition and site work

Regional Council: The project is consistent with the North Country Regional Economic Development Council to invest in community development infrastructure to expand business opportunities and capacity.


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I. Project Cost and Financing Sources

Financing Uses AmountDemolition $842,315Environmental Remediation 830,550Engineering 121,135


Financing Sources Amount PercentESD-Grant (AC706) $350,000 19%ESD Restore NY IV Grant (AB789)* 500,000 28%ESD Restore NY V Grant (131,745)* 440,000 25%National Grid Brownfield RedevelopmentGrant 300,000 17%Organization’s Equity 204,000 11%


* To be presented to the Directors separately at today’s meeting with the Village of Lyons Falls serving as the Grantee.


A. Organization

Industry: Economic Development

Organization History: The County of Lewis Industrial Development Agency (“LCIDA”) was created via New York State General Municipal Law Article 18-A. The Organization was formed in 1973 and has operated continuously since that date. The Organization is governed by a Board of Directors appointed by the County of Lewis Board of Legislators. General activity involves promoting economic growth, supporting existing and new businesses and providing authorized tax incentive programs.

Ownership: LCIDA is a Public Benefit Corporation.

Size: LCIDA has three full time equivalent employees and one facility located in Lowville.

ESD Involvement: The Lewis County Development Corporation (“LCDC”) purchased the former Lyons Falls Mills property in 2011 and began the cleanup project in 2014 to convert the space into a shovel-ready industrial site. To fund


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the project, LCDC had to rely on funding from multiple sources. At the completion of phase 3, approximately $3.9 million had been spent on the project with major funding coming from the Environmental Protection Agency, National Grid, Kruger Energy, and Lewis County. The Village was awarded $940,000 in grants from the Restore NY program and $300K from National Grid to help with the final phase of the project.

To help offset the remaining cost and to allow the project to move forward, LCIDA sought funding through Round 7 of the Consolidated Funding Application (“CFA”) to complete the project. In December 2017, LCIDA was awarded a $350,000 grant. Without the additional support, the completion of the project would have taken several more years, delaying the potential for a new business to establish itself and help the residents of Lyons Falls economically.

Competition: N/A

Past ESD Support: Funding for the past five years to the Grantee totaling $135,000 is summarized in the following chart:




Purpose

Empire State Economic

Development FundAB678 $135,000 December 19,

2019 December 31, 2021 Capital -Renovation

of mixed-use building

B. The Project

Completion: December 2019

Activity: The project embarked on its fourth and final phase to end the five-year demolition and abatement project. The final phase includes the abatement and demolition of the last three structures at the site known as Buildings 18, 21, and 24, along with the demolition of ten ancillary structures known as A-15, A-16, A-17, A-18, A-29, A-30, A-33, A-36, A-38, and A-47.

Grant funds will be used towards the removal of Building 24, which is the former steam plant located at the site that supplied power to paper mill operations. The environmental assessment of Building 24 identified several environmental concerns that needed to be addressed including:


4

asbestos abatement, loose lead-based paint, universal waste, petroleum products, and PCB-containing materials.

Abatement activities began in September 2018 and demolition was completed in December 2019. The Development Authority of the North Country (DANC) served as project managers as they have done in Phases one through three. Ritter & Paratore Contracting, Inc. completed the demolition, abatement, and site improvements, which they also did in phases one through three.

Results: To date, three of four phases have been completed. The final phase will result in the removal of the last remaining blighted structures at the former Lyons Falls Paper Mill. These structures were constructed at the turn of the century, and have sat vacant since 2001, and contained several environmental concerns that have been removed prior to demolition.

The removal of these structures has already created a business opportunity at the site with Black River Valley Natural, an artisan butter company, occupying the only salvable building on the property. They have been producing for over a year with plans to expand in the future. The removal of the structures also opens the site for other redevelopment opportunities such as light industrial, retail, or a hotel – all target industries identified in the community’s Brownfield Opportunity Area. With demolition complete, it provides the opportunity for the adjacent property owner Kruger Energy to proceed with its planned expansion project at the current hydroelectric facility, a major business investment to the small community.

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

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

Grantee Contact: Brittany Davis Director 7840 NY-26 Lowville, NY 13367Phone: (315) 376-3014E-mail: brittany@naturallylewis. com

ESD Project No.: AC706


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Project Team: Origination Rosemary RedmondProject Management Meghan FerrelliContractor & Supplier Diversity Danah AlexanderEnvironmental Soo Kang


1. Upon execution of the grant disbursement agreement, the Organization shall pay a commitment fee of 1% of the $350,000 capital grant ($3,500) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

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

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

4. Up to $350,000 will be disbursed to Grantee in lump sum upon documentation of demolition/remediation and engineering project costs totaling $1,600,000, upon completion of the project substantially as described in these materials, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 13, 2017 to be considered eligible project costs. All disbursements must be requested by April 1, 2021.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $350,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Organization and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors

IV. Statutory Basis – Regional Council Capital Fund

The funding was authorized in the 2017-2018 New York State budget and reappropriated in the 2018-2019, 2019-2020 and 2020-2021 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.


ESD staff has determined that the demolition of structures at the Lyon Falls Mill site constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”)


6

and the implementing regulations of the New York State Department of Environmental Conservation. The demolition constitutes an emergency action necessary for the protection of life, health, property or natural resources pursuant to Section 617.5(c)(42) as defined by SEQRA and therefore, no further environmental review is required in connection with this action. Any future redevelopment of the site will be subject to environmental review pursuant to SEQRA and all other relevant statutes.


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



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


IX. Additional Submissions to Directors

ResolutionsNew York State MapProject Photographs


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April 16, 2020

Regional Council Award – Lyons Falls (North Country Region – Lewis County County) – Lyons Falls Mill Site Capital – Regional Council Capital Fund (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make a Grant and to Take Related Actions

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


RESOLVED, that upon written finding of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written finding being made, President and Chief Executive Officer of the Corporation Designate or his designee(s) be, and each of them hereby is, authorized to make to County of Lewis Industrial Development Agency a grant for a total amount not to exceed Three Hundred and Fifty Thousand Dollars ($350,000) from the Regional Council Capital Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further



RESOLVED, that the President and Chief Executive Officer Designate or his designee(s) be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute and


8

deliver any and all documents and to take all actions as he or she may in his or her sole discretion consider to be necessary or proper to effectuate the foregoing resolutions.

* * *


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Lyons Falls Mill Site CapitalVillage of Lyons Falls Lewis County


Lyons Falls Mill Site Capital

Building 24 before demolition

Building 24 during demolition


View from public parking before demolition and tree removal

Building 24 after demolition



TO: The Directors


SUBJECT: Statewide – Restore New York Communities – Capital Grant

REQUEST FOR: Findings and Determinations Pursuant to Sections 10(g) and 16-n of the Act; Authorization to Adopt the Proposed General Project Plans; Authorization to Make Grants and to Take Related Actions; Determination of No Significant Effect on the Environment


I. Project Summaries


A. Village of Lyons Falls

Village of Lyons Falls - Paper Mill Site Cleanup RESTORE IV

AB789 $500,000 Lyons Falls Lewis

B. Village of Lyons Falls

Village of Lyons Falls - Paper Mill Site Cleanup RESTORE V

131,745 $440,000 Lyons Falls Lewis

C. City of Ogdensburg

City of Ogdensburg - Former Newell Building and Site RESTORE NY V

131,743 $1,000,000 Ogdensburg St. Lawrence

D. City of Elmira

City of Elmira - Baldwin Street Mixed Use RESTORE NY V

131,760 $508,400 Elmira Chemung

E. City of RomeCity of Rome - Rome Turney Demolition RESTORE IV

AB783 $500,000 Rome Oneida

F. Village of Homer

Village of Homer - Main Street Building RESTORE NY V

131,774 $1,000,000 Homer Central

Total RESTORE NY – 6 Projects

TOTAL $3,948,400


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II. Program Description

A. Background

The purpose of the Restore New York Communities Initiative (“Restore NY” or the “Program”) is to revitalize urban areas and stabilize neighborhoods as a means to attract residents and businesses. Restore NY funds municipally sponsored projects for the demolition, deconstruction, rehabilitation, or reconstruction of vacant, obsolete or surplus structures. Since 2006, ESD has received $300 million in appropriations for Restore New York to fund three rounds of projects. The appropriations were allocated as follows: up to $50 million in FY 2006-2007; $100 million in FY 2007-2008; and $150 million in FY 2008-2009.

In the FY 2015-2016, $25 million was appropriated in the New York State budget for Round IV of Restore NY. In addition, $25 million of unused funds from previous Restore NY appropriations were also allocated to Round IV for a total of $50M. On June 20th, 2016, applicants were informed of eligibility to apply under the Program, and in January 26, 2017, awardees were announced. Following the issuance of an RFP in June 2016, a total of 75 municipalities were selected in January 2017 for funding assistance under Round IV.

In the FY 2017-2018, $70 million was appropriated for Round V of the Restore NY program. The application process was opened on August 17, 2017, and awardees were announced on March 26, 2018. A total of 71 municipalities were awarded funding under Round 5. It is anticipated that upon completion the projects funded by New York State will attract individuals, families, industry, and commercial enterprises to the municipalities.

B. The Project

ESD will make a grant to the Grantee for the purpose of enhancing the Grantee’s capacity to provide support in revitalizing urban areas and stabilizing neighborhoods as a means to attract residents and businesses in New York State. ESD will enter into an agreement with each Grantee that will stipulate the manner in which funds will be disbursed.

The attached Projects schedule provides a more detailed description of the recommended Projects.

III. Statutory Basis

The funding was authorized in the 2007-2008 New York State budget and reappropriated in the 2008-2009, 2009-2010, 2010-2011, 2011-2012, 2012-2013, 2013-2014, 2014-2015, 2015-2016, 2016-2017, 2017-2018, 2018-2019, and 2019-2020 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.


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IV. Environmental Review

Unless otherwise noted on the Project summary, ESD staff has determined that the Project described in Schedule A constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations for the New York State Department of Environmental Conservation. No further environmental review is required in connection with the Project.

V. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority and women-owned businesses in the performance of ESD contracts. Accordingly, ESD’s Non-discrimination and Contractor & Supplier Diversity policies will apply to the Projects.

Unless otherwise specified in the Project summary, grantees shall use their “Good Faith Efforts” to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal of 23% related to the total value of ESD’s funding. This shall include a Minority Business Enterprise (“MBE”) Participation goal of 13% and a Women Business Enterprise (“WBE”) Participation goal of 10%. Grantee shall use Good Faith Efforts to solicit and utilize MWBEs for any contractual opportunities generated in connection with the Project and to include minorities and women in any job opportunities created by the Project.

VI. ESD Employment Enforcement Policy

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




ResolutionsProject SummariesNew York State Map


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April 16, 2020

Statewide – Restore NY Communities (Capital Grants) – Findings and Determinations Pursuant to Sections 10(g) and 16-n of the Act; Authorization to Adopt the Proposed General Project Plans; Authorization to Make Grants and to Take Related Actions

______________________________________________________________________________

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


RESOLVED, that upon written findings of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearings held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written findings being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a to grant to the party and for the amount listed below from Restore NY Communities, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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



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Restore New York Communities Initiative Program – Project Summaries Table


A. Village of Lyons Falls

Village of Lyons Falls – Paper Mill Site Cleanup RESTORE IV

AB789 $500,000 Lyons Falls Lewis

B. Village of Lyons Falls

Village of Lyons Falls – Paper Mill Site Cleanup RESTORE V

131,745 $440,000 Lyons Falls Lewis

C. City of Ogdensburg

City of Ogdensburg - Former Newell Building and Site RESTORE NY V

131,743 $1,000,000 Ogdensburg St. Lawrence

D. City of Elmira

City of Elmira – Baldwin Street Mixed Use RESTORE NY V

131,760 $508,400 Elmira Chemung

E. City of RomeCity of Rome – Rome Turney Demolition RESTORE IV

AB783 $500,000 Rome Oneida

F. Village of Homer

Village of Homer - Main Street Building RESTORE NY V

131,774 $1,000,000 Homer Central

Total RESTORE NY – 6 Projects

TOTAL $3,948,400

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

* * *


A., B. Village of Lyons Falls – Paper Mill Site Cleanup RESTORE IV & V (AB789 & 131,745) April 16, 2020


Grantee: Village of Lyons Falls (the “Village”)

ESD Investment: Two Grants of up to $940,000 to be used for a portion of the cost of demolition of 3 vacant structures (totaling 70,890 square-feet) and environmental remediation of 66,920 square-feet to create mixed-use, residential and commercial space

AB789 – $500,000131,745 – $440,000

Project Location: 4012 Center Street, Lyons Falls, Lewis County

Proposed Project: Demolition and remediation of the remaining structures at the former Lyons Falls Mill site to develop a shovel-ready industrial site

Project Type: The demolition and environmental remediation of properties to develop a shovel-ready industrial site

Regional Council: The North Country Regional Council has been made aware of this item. The project is consistent with the Regional Council’s Plan to invest in community development infrastructure to expand opportunities and capacity.

Background:

Grantee History - The Village of Lyons Falls is a historic Black River Canal community in southern Lewis County. Located at the convergence of the Moose and Black Rivers, the Village has a strong connection to the natural environment and is home to a beautiful 70-foot waterfall, which still provides power to the energy grid today. The Village occupies the western area of the Northern Forest, which spans from the Tug Hill Plateau to the Adirondack Mountains, to Vermont, New Hampshire and Maine. On April 24, 1899, the Village filed to become an incorporated municipality of New York State.

ESD Involvement – In 2001, Falls Pulp & Paper Mill (the “Mill Site”) closed. As a major employer for Lyons Falls and Lewis County, overall, the closing of the Mill was extremely detrimental to the area, having served as the largest employer in Southern Lewis County; many local residents lost their jobs. To this day, the Mill site has remained neglected and presents many hazards to public safety and health.

In September 2016, the Village applied for funding assistance under Round IV of the Restore NY program to assist in the demolition of three, vacant structures at the former


Village of Lyons Falls – Paper Mill Site Cleanup RESTORE IV & V (AB789 & 131,745) April 16, 2020

Mill Site, totaling 63,860 square-feet and the abatement of hazardous materials located at 4012 Center Street. In 2017, the Village was awarded a $500,000 grant. These structures were constructed at the turn of the century, have sat vacant since 2001, and contained several environmental concerns that were addressed prior to demolition.

In December of 2017, the Village applied for additional funding under Restore NY Round V to continue the demolition and environmental remediation as part of the final phase of the project. In 2018, the Village was awarded an additional $440,000 Restore NY grant.

Past ESD Support - This is the Village’s first project with ESD.

The Project:

Completion – June 2020

Activity – Abatement activities began on September 4, 2018 and demolition was completed in December 2019. The Development Authority of the North Country (“DANC”) served as project managers and have completed Phases one through three. Ritter & Paratore Contracting, Inc. completed the demolition, abatement, and site improvements similar to Phases one through three.

As part of phase four of this project, Restore NY IV funds will be used towards the abatement and demolition of the last three structures, known as Building 18, 21, and 24, and ten ancillary structures known as A-15, A-16, A-17, A-18, A-29, A-30, A-33, A-36, A-38, and A-47 at the site.

Restore NY V funds will be used towards the final site grading and preparation of the site for redevelopment. This work will occur in Spring 2020.

Results - To date, three of four phases have been completed. The final phase will result in the removal of the last remaining blighted structures at the former Lyons Falls Paper Mill.

The removal of these structures has already created a business opportunity at the site, with an artisanal butter company occupying the only salvageable building on the property. The Company has been producing for over a year with plans to expand in the future. The removal of the structures also opens the site for other redevelopment opportunities such a light industrial, retail, or a hotel; all target industries identified in the Village’s Brownfield Opportunity Area. With demolition complete, there is an opportunity for the adjacent property owner Kruger Energy to proceed with its planned expansion project at the current hydroelectric facility a major business investment to the small community.


The Village of Lyons Falls – Paper Mill Site Cleanup RESTORE IV & V (AB789 & 131,745) April 16, 2020

*Source of equity is $204,000 from the Village

Grantee Contact- Anne Huntress, Mayor4059 Cherry StreetLyons Falls, NY 13368Phone: (315) 348-5081 E-mail: lfvillage@live. com

Project Team- Project Management Meghan FerrelliContractor & Supplier Diversity Danah AlexanderEnvironmental Soo Kang


1. Upon execution of the grant disbursement agreement, the Village will reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

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

3. The Village will contribute at least a 10% match of the grant amount to the Project.

4. Up to $940,000 will be disbursed to Grantee upon documentation of project costs totaling $1,794,000 and upon completion of the project substantially as described in these materials, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses for Restore IV (AB789) must be incurred on or after October 3, 2016 to be considered reimbursable project costs.

Financing Uses Amount Financing Sources Amount PercentDemolition $842,315 AB789 - (Restore IV) Grant $500,000 28%Envionmental Remediation

830,550 131,745- (Restore V) Grant 440,000 25%

Soft Costs (i.e. Consultants, Environmental Assessment)

121,135 ESD Grant (AC706) 350,000 20%

National Grid Brownfield Redevelopment - Grant 300,000 17%

Grantee Equity* 204,000 11%Total Project Costs $1,794,000 Total Project Financing $1,794,000 100%


The Village of Lyons Falls – Paper Mill Site Cleanup RESTORE IV & V (AB789 & 131,745) April 16, 2020

Expenses for Restore V must be incurred on or after December 15, 2017 to be considered reimbursable project costs.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $940,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Village and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

Environmental Review: ESD staff has determined that the demolition of structures at the Lyon Falls Mill site constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. The demolition constitutes an emergency action necessary for the protection of life, health, property or natural resources pursuant to Section 617.5(c)(42) as defined by SEQRA and therefore, no further environmental review is required in connection with this action. Any future redevelopment of the site will be subject to environmental review pursuant to SEQRA and all other relevant statutes.

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

Statutory Basis – Restore NY Communities (AB789):The funding was authorized in the 2016-2017 New York State budget and reappropriated in the 2017-2018, 2018-2019 and 2019-2020 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

Statutory Basis – Restore NY Communities (131,745):The funding was authorized in the 2017-2018 New York State budget and reappropriated in the 2018-2019 and 2019-2020 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.


C. City of Ogdensburg - Former Newell Building and Site RESTORE NY V (131,743) April 16, 2020


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

ESD Investment: A grant of up to $1,000,000 to be used for a portion of the cost of construction and rehabilitation to the former Newell Industrial manufacturing facility, totaling 63,400 square-feet

Project Location: 100 Paterson Street, Ogdensburg, St. Lawrence County

Proposed Project: Rehabilitation of an abandoned industrial building

Project Type: The rehabilitation and reconstruction of a vacant structure to revitalize a neighborhood as part of the City’s master plan.

Regional Council: The North Country Regional Council has been made aware of this item. The project is consistent with the Regional Plan to invest in community development infrastructure that expands opportunities and capacity.

Background:

Grantee History - Dating back to mid-1700’s and chartered in 1868, The City of Ogdensburg is a small community of 11,128 residents, located on the St. Lawrence River- the international boundary with Canada; directly across the river from the Canadian towns of Prescott and Brockville, Ontario. The City stretches for over seven miles along the southern shores of the St. Lawrence River, approximately midway along the River which spans the area between Lake Ontario and the Gulf of St. Lawrence. An international port city, Ogdensburg was once a vibrant hub of industrial and commercial activities in the North Country, connecting the Great Lakes and New England.

While Ogdensburg itself is a semi-rural city, it is within an easy drive of a population of over 2.5 million people. The City's location has been the historical source of its significance, first as a strategic military outpost, then as a regional economic hub. Ogdensburg is home to the Ogdensburg-Prescott International Bridge which links New York State to Canada. The presence of the bridge means that Ogdensburg is accessible to the two major Canadian cities of Ottawa (which is 62 miles away) and Montreal (which is 119 miles away). To its south, Ogdensburg is also close to Syracuse, New York (128 miles), a major retail and university center.

Until the 1950s, Ogdensburg's physical character remained essentially unchanged, with dense concentrations of retail and business activity. An international ferry located downtown served these uses and made the City a magnet for cross-border traffic and trade. However, since the mid-20th century, downtown Ogdensburg has experienced dramatic changes. The


City of Ogdensburg - Former Newell Building and Site RESTORE NY V (131,743) April 16, 2020

St. Lawrence Seaway, which connects the Great Lakes to the Atlantic Ocean, produced unprecedented industrial growth. The completion of the Ogdensburg-Prescott International Bridge in 1960 triggered the demise of the international ferry and the construction of Routes 37 and 68 as part of the Crescent Urban Renewal Program in the 1970s resulted in considerable realignment of road traffic away from the City's downtown core.

The City experienced economic decline during the 1970s and 1980s, resulting in the loss of hundreds of jobs. Several industrial waterfront parcels were left abandoned, vacant, or otherwise underutilized. Today, these parcels represent a significant development opportunity for Ogdensburg and are the subject of recent comprehensive planning initiatives including a designated Brownfield Opportunity Area Plan and Local Waterfront Revitalization Program Amendment.

ESD Involvement - In 2014 the City of Ogdensburg acquired the 63,400 square-foot former Newell Manufacturing facility through the property tax foreclosure process. The Newell closed its doors in 2003. The industrially-zoned facility is located adjacent to the Hoosier Magnetics manufacturing facility and the Port of Ogdensburg within the City’s 2016 designated Brownfield Opportunity Area. The City and the St. Lawrence County Industrial Development Agency (”IDA”) have marketed the site, but due to a lack of resources necessary to position the facility for redevelopment, the City has lost purchase offers for the property.

In 2017, the City, in partnership with the IDA, proposed a $1.3 million rehabilitation project to return the property to productive use as a turnkey, industrial building. The City and the IDA recognized that the former Newell building would be a key asset for these efforts and would have success promoting the City’s border location with Canada in order to attract Canadian manufacturing, technology and distribution firms to the area.

In December 2017, Ogdensburg applied under Round 5 of the Restore New York Communities Initiative program and was awarded $1 million in funding on April 19, 2018. Restore V funding will further the City’s on-going strategy to build and sustain healthy neighborhoods by leveraging a variety of public and private resources.

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






Purpose

UCDP – RC 3 Strategic Planning Y832 $22,405 June 20, 2016 December 31, 2018

Working Capital Grant - Feasibility

study/ development plan to potentially

develop an Oswegatchie River

Blueway Trail.

RestoreNY Comm 07-08 W068 $700,000 July 15, 2010 December 31, 2014

Capital Grant -Asbestos abatement

and building demolition of 10

buildings in former Shade Roller site.

Local Assistance (S) AB314 $17,500 February 15, 2017 December 31, 2018

Working Capital Grant - Promotion of fishing tournaments

including the NYS Junior Bass Master

Tournament

Local Assistance (S) AA714 $32,500 April 21, 2016 December 31, 2017

Working Capital Grant- Promotion of

Fishing Tournaments,

including the NYS Bass Masters and the

NYS Junior Bass Masters.

Local Assistance (S) Z500 $12,500 March 19, 2015 December 31, 2016

Working Capital Grant - Promotion of

Fishing Tournaments,

including the NYS Bass Masters and the

NYS Junior Bass Masters.

Restore NY Comm 16-17 AB795 $500,000 November 21,

2019 December 31, 2021

Capital Grant – demolition of two

abandoned and blighted buildings; 17 Main and 420

Lafayette



The Project:

Completion – February 2020

Activity – The City of Ogdensburg completed building improvements to the former Newell Building in order to return the abandoned manufacturing building into a site that could be turnkey for a new business. Improvements made include but are not limited to asbestos abatement, the installation of a new roof, installation of energy efficient windows, demolition of non-loadbearing walls, and on the exterior of the building, falling bricks were removed, masonry repairs were made, and the façade was updated and repaired.

The City of Ogdensburg enacted an RFP for professional services and also used a public bidding process for soliciting bids from General Contractors associated with this project.

Results – The renovation and abatement has allowed a 63,400-square-foot manufacturing facility, to be cleaned up and prepared for a prospective manufacturing, technology or distribution firm to be able to use this turn-key, industrial facility. Restore NY funds are critical to the success of this project.

No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

*National Grid Shovel Ready Grant **Source of equity is $168,007 from the St. Lawrence County Industrial Development Agency

Grantee Contact - Andrea Smith, AICP, Director of Planning and Development330 Ford Street - Room 11Ogdensburg, New York 13669Phone: (315) 393-7150 E-mail: asmith@ogdensburg. org

Financing Uses Amount Financing Sources Amount PercentConstruction/Renovation $1,013,760 ESD Grant $1,000,000 68%Asbestos Abatement $355,340 National Grid - Grant* 300,000 20%Infrastructure/Site Work 50,387 City Equity** 168,007 11%Soft Costs 48,520Total Project Costs $1,468,007 Total Project Financing $1,468,007 100%



Project Team - Project Management Chelsey WatrobaContractor & Supplier Diversity Danah AlexanderEnvironmental Soo Kang


1. Upon execution of the grant disbursement agreement, the City will reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

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

3. The City will contribute at least a 10% match of the grant amount to the Project.

4. Up to $1,000,000 will be disbursed to Grantee, in a lump sum, and in proportion to ESD’s funding share, upon documentation of project costs totaling $1,468,007 and upon completion of the project substantially as described in these materials, as evidenced by a certificate of occupancy, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 15, 2017 to be considered reimbursable project costs. Previously expended funds may be applied toward match requirements retroactive to April 10, 2017, when the Restore New York Legislation was enacted.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,000,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the City and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

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



Statutory Basis – Restore NY Communities:The funding was authorized in the 2017-2018 New York State budget and reappropriated in the 2018-2019, and 2019-2020 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.


D. City of Elmira – Baldwin Street Mixed Use RESTORE NY V (131,760)April 16, 2020

General Project PlanGrantee: City of Elmira (“Elmira” or the “City”)

Beneficiary Companies: Capriotti Properties

110 Baldwin Street, LLC

ESD Investment: A grant of up to $508,400 to be used for a portion of the cost of renovation

Project Locations: Elmira, Chemung County

110 Baldwin Street, Elmira114 Baldwin Street, Elmira

Proposed Project: The City will oversee rehabilitation of two historic buildings (a 12,000-square-foot vacant structure and a 14,000-square-foot vacant structure) into mixed-use developments.

Project Type: The rehabilitation of vacant structures to revitalize the City’s downtown core and induce commercial and residential investment

Regional Council: The Southern Tier Regional Council has been made aware of this item. The project is consistent with the Southern Tier Regional Economic Development Council’s Plan, Southern Tier Soaring, to promote the Southern Tier’s innovative culture by encouraging investment in the downtown core.

Background:

Grantee History – The City of Elmira was incorporated in 1864 and is the county seat for Chemung County. The population peaked at 50,000 in the 1950’s, but by the 1960s and early 1970s, the City was starting to decline steadily with the closure of several manufacturing businesses, including the A&P food processing plant, General Electric, and the American LaFrance fire truck factory. In 1972, the floodwaters of Hurricane Agnes caused damage resulting in infrastructure loss, retail flight, and economic hardship. The City lost many of its downtown buildings that were torn down because of the flood and the urban renewal movement of the 1970’s.

Today, the City’s population continues to decline. However, the City and its economic development partner, Southern Tier Economic Growth, have undertaken several economic development projects within the last 15 years including the development of former Brownfield sites. Recently, increased attention has been focused on the Central Business


City of Elmira – Baldwin Street Mixed Use RESTORE NY V (131,760)April 16, 2020

District and revitalizing downtown Elmira. The City of Elmira is in the process of adopting a new Comprehensive Master Plan which emphasizes downtown revitalization. The City is considered a highly distressed community according to Restore NY guidelines, and contains a population of approximately 29,200 residents as of the 2010 Census.

ESD Involvement – In 2017, the City identified an opportunity to advance Elmira’s Downtown Revitalization Initiative by stabilizing and rehabilitating two blighted properties located in a key block of Elmira's downtown close to government offices, the Chemung River, and parks, entertainment and cultural venues. The buildings are eligible to be listed on the State and National Register of Historic Places and are located adjacent to the Elmira Civic Historic District. Built around 1860, both buildings were formerly commercial spaces, including the former Schreibman's jewelry store at 110 Baldwin Street, and retain much of the historic character of the period in which they were built. In 2016, the Chemung County Industrial Development Agency (CCIDA) obtained 114 Baldwin Street from Chemung County through tax foreclosure and subsequently purchased the adjacent 110 Baldwin Street building.

In 2017, the City and CCIDA identified a proven developer and developed a project consistent with the Southern Tier Regional Economic Development Council’s plan, Southern Tier Soaring, and the Elmira 2016-2026 Comprehensive Plan (the “2016-2026 Plan”). Specifically, this project supports the strategy of a new vision for land use and regulation in the 2016-2026 Plan which directs the City to "promote downtown as the civic, entertainment, living, learning and working core with density and focus." This project also supports the Downtown Revitalization Initiative, awarded to Elmira in 2017, the goal of which is to improve the vitality of urban centers.

The City and the developer encountered a funding gap that hindered the rehabilitation of the project properties. In December of 2017, Elmira applied for Restore V funding to bridge the funding gap and was awarded a $508,400 Restore NY V grant in April 2017. Restore NY funds are critical to the success of this project.

Past ESD Support – Elmira received Restore NY funding in Rounds I, II, III, and IV for projects unrelated to the Round IV project currently referred to in these materials. All projects were successfully completed.



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




Purpose

Restore NY Communities 07-08 W052 $2,300,000 September 18,

2008 December 7, 2017

Capital Grant—demolish blighted

and unsafe buildings

*Note: Combined with AC302 for grant

disbursement

Downtown Revitalization

Initiative Round 1AC302 $4,000,000 October 19, 2017 December 7, 2017

Capital Grant—build a mixed-use property

on vacant land

*Note: Combined with W052 for grant

disbursement

Restore NY Communities 16-17 AB715 $500,000 December 20,

2018 December 31, 2021

Capital Grant —rehabilitate vacant

buildings into mixed-use development

The Project:

Completion – September 2020

Activity - The City will work private developer Capriotti Properties to stabilize and rehabilitate two vacant properties, which measure over 26,000-square-feet of total space, located at 110 and 114 Baldwin Street. Specific work performed will include facade repairs, rebuilding of the storefronts, window restoration, and roof repairs. The project began in September 2019 and is estimated to be complete in September 2020.

Results - The project will rehabilitate two, vacant, historic buildings in the City’s downtown core into mixed-use space. As a result, the City will benefit from restoring two buildings which will feature four commercial tenant spaces and eleven market rate apartments. The project will also help to stabilize the downtown core and improve adjacent property values. Restore NY funds are critical to the success of this project. It is hoped that the rehabilitation of these buildings will induce commercial investment within the buildings themselves and encourage future development of and investment in adjacent properties.



No Benefit-Cost Analysis (“BCA”) is required since these projects generate long-term benefits not captured in the short-term period used for the BCA and may involve no permanent job commitments.

110 Baldwin Street

*Sources of equity are funds from the buildings’ owners. **Rate: 5.95%; Term: 15 years; Lien: 1st

114 Baldwin Street

*Sources of equity are funds from the buildings’ owners. **Rate: 5.95%; Term: 15 years; Lien: 1st

Grantee Contact - Emma Miran, Director of Community Development317 Church StreetElmira, NY 14901Phone: (607) 737-5692 E-mail: emiran@cityofelmira. net

Beneficiary Contact - James Capriotti303 W. Church StreetElmira, NY 14901Phone: (607) 846-3680E-mail: apartments@capriottiproperties. com

Financing Uses Amount Financing Sources Amount PercentAcquisition $74,408 ESD Grant $244,000 32%Renovation $591,688 Grantee Equity* $76,000 10%Soft Costs $93,977 Wayne Bank--Loan** $440,073 58%Total Project Costs $760,073 Total Project Financing $760,073 100%

Financing Uses Amount Financing Sources Amount PercentAcquisition $80,608 ESD Grant $264,400 32%Renovation $640,996 Grantee Equity* $82,000 10%Soft Costs $101,809 Wayne Bank--Loan** $477,013 58%Total Project Costs $823,413 Total Project Financing $823,413 100%



Project Team- Project Management Sarah GloseContractor & Supplier Diversity Jordan LopezEnvironmental Soo Kang




3. The City will ensure the contribution of at least a 10% match of the grant amount to the Project.

4. Up to $508,400 will be disbursed to Grantee no more frequently than quarterly as follows:

a. 110 Baldwin Street: Up to $244,000 (48% of the grant) will be disbursed to the Grantee, in a lump sum, and in proportion to ESD’s funding share, upon documentation of acquisition, renovation and soft project costs totaling $760,073 pertaining to 110 Baldwin Street, and upon completion of the project as evidenced by a certificate of occupancy or such other documentation verifying completion of the project, assuming that all project approvals have been completed and funds are available.

b. 114 Baldwin Street: Up to $264,400 (52%) will be disbursed to the Grantee, in a lump sum, and in proportion to ESD’s funding share upon documentation of acquisition, renovation, and soft project costs, pertaining to 114 Baldwin Street totaling $823,413, and upon completion of the project as evidenced by a certificate of occupancy or such other documentation verifying completion of the project, assuming that all project approvals have been completed and funds are available.

5. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 15, 2017 to be considered reimbursable project costs.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $508,400, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the City and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.



Environmental Review:ESD staff has determined that the project constitutes a Type II action as defined by the New York State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the project.

Due to the buildings’ eligibility for listing in the New York State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law. No further consultation is required.

Non-Discrimination and Contract & Supplier Diversity:ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The City shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprises (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 30% ($152,520) related to the total value of ESD’s funding.

The Recipient is encouraged to use Good Faith Efforts (pursuant to 5 NYCRR §252.2(m)) to use NYS-certified Service-Disabled-Veteran-owned Business Enterprises (SDVOBs) in execution of the grant. Any utilization of SDVOBs would be in addition to goals established pursuant to Article 15-A of the Executive Law with respect to MWBEs

Statutory Basis – Restore NY Communities:The funding was authorized in the 2017-2018 New York State budget and reappropriated in the 2018-2019 and 2019-2020 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.


E. City of Rome – Rome Turney Demolition RESTORE IV (AB783) April 16,2020


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

ESD Investment: A grant of up to $500,000 to be used for a portion of the cost of demolition and abatement of vacant 69,019 square-foot building

Project Location: 109 Canal Street, Rome, Oneida County

Proposed Project: Demolition of a vacant building within the downtown business district to foster redevelopment opportunities and green infrastructure improvements within the underdeveloped Erie Boulevard Corridor

Project Type: The demolition of a property to revitalize a high visibility corridor as part of the New York State’s Brownfield Opportunity Area Program

Regional Council: The project is consistent with the Mohawk Valley Regional Economic Development Council’s Plan to revitalize downtown Rome and induce commercial investment. The Oneida County Executive is an ex-officio member of the Mohawk Valley Regional Economic Development Council. As an elected official, he cannot vote on individual project recommendations.

Background:

Grantee History – Incorporated in 1870, the City of Rome comprises 72 square miles conveniently located in the geographical center of NYS at the foothills of the Adirondacks. Due to its strategic location, it was considered one of the most important transportation points for people and goods along the Great Passage during the settling and founding of our nation in the 1700s and 1800s. During the Industrial Revolution, Rome gained the reputation as the “Copper City” as its metal industries produced an estimated 10 percent of all copper in the U.S.

Rome’s employment is currently stable, although it suffered a substantial setback with the closure of the Oneida Correctional Facility in 2011. Approximately 500 jobs relocated to other facilities, and the City faced significant declines in its sale and property tax base.

With an estimated population of 33,673, Rome is currently the largest city in Oneida County, and is considered moderately distressed. Commercial development has been growing moderately, with the most significant gains coming from Griffiss Business and Technology Park (“Griffiss Park”), a 3,500-acre business, technology, and industrial park on the grounds of the former Griffiss Air Force Base. More than 5,500 people work for


City of Rome – Rome Turney Demolition RESTORE IV (AB783) April 16,2020

some 76 employers at Griffiss Park, including Air Force Research Laboratory, Defense Finance Accounting Service, Goodrich Corporation, and ITT Technology.

ESD Involvement – The building at the project site was identified through the New York State Brownfield Opportunity Area program planning process as a strategic site that would act as a catalyst for the redevelopment of downtown Rome. Based on the environmental assessment and the engineering estimate to demolish the structures, the City faced a significant financial gap for the required level of abatement, demolition, and remediation.

In September 2016, the City applied under Round IV of the Restore NY program for ESD’s assistance to help get the site back to productive re-use. The project was awarded $500,000 in March 2017, and the Restore IV funding will further the City’s on-going strategy to build and sustain healthy neighborhoods by leveraging a variety of public and private resources.

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




Purpose

Economic Transformation

ProgramAB021 $1,500,000 August 16, 2018 December 31, 2019

Capital Grant –Demolition of

decaying buildings near Griffiss Park

Economic Transformation

ProgramZ086 $8,500,000 April 16, 2015 December 31, 2019

Capital Grant –Installation and

expansion of public water and sewer

infrastructure

The Project:

Completion – April 2020

Activity – The project includes asbestos abatement, hazardous waste removal, demolition of an abandoned commercial building, and the remediation of contaminated soil and groundwater. The project commenced in December 2019 and will be completed in April 2020. Once completed, the site will be cleared and ready for development.



The City issued a Request for Proposal for this project, and the work was completed by Asbestos & Environmental Consulting Corporation and Diversified Construction Services, Inc., both of which are based in the greater Syracuse area.

Results – The completed project will result in a remediated, shovel-ready site that demonstrates adaptive re-use of a site in the heart of downtown. In addition, the project:

Provides commercial and residential opportunities to support the changing demographics, including an aging and millennial cohort

Reduces a blighted and vacant parcel to improve the quality of life for residents Improves employment opportunities for local residents through business

development Mitigates environmental conditions through remediation strategies to improve

water quality and introduce new green space, such as street trees and plantings

Restore NY funds are critical to the success of this project.

Grantee Contact- Matthew AndrewsDeputy Director, Community and Economic Development198 N. Washington StreetRome, NY 13440Phone: (315) 339-7628 E-mail: mandrews@romecitygov. com

Project Team- Project Management Lisa SmithContractor & Supplier Diversity Danah AlexanderEnvironmental Soo Kang



Financing Uses Amount Financing Sources Amount PercentEnvironmental Remediation $540,733 ESD Grant $500,000 41%

Demolition/Abatement 544,007 Environmental Protection Agency Brownfield Cleanup - Grant 227,204 19%

Soft Costs 130,881 Grantee Equity 118,417 10%Private Developer Equity 370,000 30%

Total Project Costs $1,215,621 Total Project Financing $1,215,621 100%




3. The City will ensure the contribution of at least a 10% match of the grant amount to the Project.

4. Up to $500,000 will be disbursed to Grantee, in a lump sum, and in proportion to ESD’s funding share, upon documentation of project costs totaling $1,210,636 and upon completion of the project substantially as described in these materials, as evidenced by a certificate of code of completion, or other such documentation as ESD may reasonably require, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after October 3, 2016 to be considered reimbursable project costs.

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

Environmental Review:ESD staff has determined that, although the funding of the demolition project by ESD may constitute an “action” as defined by the State Environmental Quality Review Act (“SEQRA”), the project itself has been previously completed. ESD’s action in the funding decision will not alter the adverse environmental impacts, if any, of the project as completed. ESD staff accordingly believes that funding the completed demolition project will not have any significant adverse impacts on the environment. Therefore, it is recommended that the Directors make a Determination of No Significant Effect on the Environment. No specific project plan, proposal for development, or change in the type or intensity of use of the site is currently proposed. At such time as any future development plan is proposed, it will be subject to environmental review under SEQRA.

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



Statutory Basis – Restore NY Communities:The funding was authorized in the 2016-2017 New York State budget and reappropriated in the 2017-2018, 2018-2019, and 2019-2020 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.

Attachment: Resolution


April 16, 2020

Regional Council Award – Rome (Mohawk Valley Region – Oneida County) – City of Rome – Rome Turney Demolition RESTORE IV (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the City of Rome – Rome Turney Demolition RESTORE IV Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *


F. Village of Homer – Main Street Building RESTORE NY V (131,774) April 16, 2020


Grantee: Village of Homer (“Homer” or the “Village”)

ESD Investment: A grant of up to $1,000,000 to be used for reconstructing one historic, vacant building and renovating another building in the central block of historic downtown Homer

Project Locations: 23 S. Main Street, Village of Homer, Cortland County1-3 S. Main Street, Village of Homer, Cortland County

Proposed Project: Reconstruction of one 2,700 square-foot historic building and redevelopment of an 11,400 square-foot building in historic, downtown Homer. The two buildings serve as bookends to the historic Village of Homer’s primary downtown block.

Project Type: Neighborhood revitalization

Regional Council: The Central New York Regional Council has been made aware of this item. The project is consistent with the Regional Plan to rebuild and expand infrastructure to improve job access, revitalize downtowns and attract and retain dynamic reginal business.

Background:

Grantee History – The Village of Homer is a small rural community located in the Town of Homer in Cortland County. It is the County’s earliest settlement and now includes a population of 3,285 persons, according to the 2010 Census. The Village’s Main Street Central Business District way, the borders the banks of the area’s main waterway, the Tioughnioga River which provided power for early industries and facilitates transportation to distant markets.

ESD Involvement – In September 2016 a fire had gutted the historic Ames building - an historic, three-story, 19th century, mixed-use anchor in the Village’s downtown; the damage was irreparable. In addition, the Barber Block, a vacant, three-story building which had once housed the Keater Opera House was in disrepair.

In December 2017, the Village applied for Restore New York funds to help it bridge a funding gap to restore and renovate the Ames Block, and Barber Block buildings. In April 2018, the Village was awarded $1 million dollars under Restore New York Round V. An additional $140,000 was sought by the developer - Dewayne Block Building, LLC for repair of the Ames Block building in July 2017, and awarded in December 2018 under Round 7 of the Central


Village of Homer – Main Street Building RESTORE NY V (131,774) April 16, 2020

New York Economic Development Council’s Consolidated Funding Application. These funds provide an important source of additional funds to bridge the gap in financing to further the Village’s on-going strategy to build and sustain healthy neighborhoods.

Past ESD Support - This grantee has received the following ESD funding in the past five years.

The Project:

Completion – January 2020

Activity – The Village oversaw the reconstruction the Ames and Barber Block buildings in the central block of downtown Homer as follows:

Ames Block (23 South Main Street): When complete, the renovated building will be three stories, with 6 upper floor market-rate units and 2,700 square-feet of first floor commercial space. The proposed design is consistent with the Village’s historic character.

Barber Block (1-3 South Main Street): The first floor is already home to two successful businesses: a women-owned , accessories and gifts store and a home décor business. The current owner has developed plans to convert the vacant upper floors into six, affordable, loft style apartments and has already leveraged New York Main Street funding for the third floor and are now expanding the expanding the project to include the second floor.

Results – The Ames Block has been fully rented, with six apartments in total on the second and third floors, and one commercial tenant on the first floor. The project for Barber block will have six new tenants in the 2nd and 3rd floors of the historic building.

Ames Block:


Director’s Approval Date)

Date End (Project Completion Contract

Expiration)Purpose

Regional Council Capital Fund RC7 AC525 $140,000 May, 2018 July, 2019

Capital Grant – Construction of a new three-story, mixed-use

building to replace a vacant spot in Historic

downtown Homer

Financing Uses Amount Financing Sources Amount PercentConstructions $1,435,856 ESD Grant(AC525) $140,000 8%Real Estate Acquisition 75,133 ESD Grant (131,774) 650,000 39%

Soft Costs 165,593 Tompkins County Trust Bank Loan*

650,000 39%

Owner Equity 236,582 14%Total Project Costs $1,676,582 Total Project Financing $1,676,582 100%Master Page # 151 of 176 - NYS Urban Development Corporation Meeting 4/16/2020

________________________________________________________________________________


*rate 4.3% / 20yrs/ first lien on RE ** Source of equity is funds from the building’s owner

Barber Block:

*4.1%/20yrs/ first lien on RE **New York Main Street *** Source of equity is funds from the building’s owner

Grantee Contact- Dan Egnor, Village Clerk31 North Main StreetHomer, NY 13077Phone: (607) 749-3322 E-mail: degnor@homerny. org

Project Team- Project Management Jane JiContractor & Supplier Diversity Renee CousinsEnvironmental Soo Kang


1. Upon execution of the grant disbursement agreement, the Village of Homer will reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

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

3. The Village will ensure contribution of at least a 10% match of the grant amount to the Project.

4. Up to $1,000,000 will be disbursed to Grantee at completion of each property in a lump sum, as follows:

a. ACES Block: Up to $650,000 (65%) will be disbursed to Grantee, in a lump sum, upon documentation of Real State Acquisition, Construction, Soft Costs, and totaling $1,676,582, and upon completion of the project, as evidenced by a certificate of

Financing Uses Amount Financing Sources Amount PercentConstruction $1,228,200.00 ESD Grant $350,000 23%Soft costs $232,332.00 Solvay Bank - Loan $562,000.00 37%Abestos Abatment $2,748.00 NYMS - Anchor Grant** $478,000.00 32%Demolition $37,200.00 Owner Equity*** $110,480.00 7%Total Project Costs $1,500,480 Total Project Financing $1,500,480 100%



occupancy or such other documentation verifying completion of the project as ESD may require, assuming that all project approvals have been completed and funds are available.

b. Barber Block: Up to $350,000 (35%) will be disbursed to Grantee, in a lump sum, upon documentation of Construction, Soft costs, Demolition and Asbestos totaling $1,500,480, and upon completion of the project, as evidenced by a certificate of occupancy or such other documentation verifying completion of the project as ESD may require, assuming that all project approvals have been completed and funds are available.

5. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. Expenses must be incurred on or after December 15, 2017to be considered reimbursable project costs.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,000,000, for this project if ESD determines that the reallocation of the assistance would better serve the needs of the Village and the State of New York. In no event shall the total amount of any assistance to be so reallocated exceed the total amount of assistance approved by the Directors.

Environmental:

Ames Block:The Village of Home Zoning Board of Appeals, as lead agency, has completed an environmental review of the Ames Block project pursuant to the requirements of the State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on June 23, 2018. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.



Barber Block:ESD staff has determined that the Barber Block project constitutes a Type II action as defined by the SEQRA and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the project.

Due to both sites’ location within the Old Homer Village Historic District, which is listed in the New York State and National Registers of Historic Places, ESD has confirmed that the project sponsor consulted with the New York State Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the New York State Parks, Recreation and Historic Preservation Law. No further consultation is required.

Non-Discrimination and Contract & Supplier Diversity: ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project. The Village shall be required to include minorities and women in any job opportunities created, to solicit and utilize Minority and Women Business Enterprises (MWBEs) for any contractual opportunities generated in connection with the Project and shall be required to use Good Faith Efforts (pursuant to 5 NYCRR §142.8) to achieve an overall MWBE Participation Goal of 4.3% related to the total value of ESD’s funding.

Statutory Basis – Restore NY Communities:The funding was authorized in the 2017-2018 New York State budget and reappropriated in the 2018-2019 and 2019-2020 New York State budgets. No residential relocation is required as there are no families or individuals residing on the site.



April 16, 2020

Homer - Ames Block Building (Central New York Region – Cortland County) – City of Cortland - Restore New York Communities 17-18 (ACES Block) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the Village of Homer - Restore New York Communities 17-18 Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *


Ausable - RESTORE III - Ausable Horse Nail Company ComplexAusableClinton County

«Projects_Name»«Projects_Town»«Projects_County» County

Restore New York Communities Initiative Project Map

A., B. Village of Lyons Falls – Lyons Falls Mill RESTORE IV & Lyons Falls Mill Site Cleanup RESTORE (AB789 & 131,745) Lyons FallsLewis County

C. City of Ogdensburg - Former Newell Building and Site RESTORE NY VOgdensburgSt. Lawrence County

F. Village of Homer - Main Street Building RESTORE NY VHomerCortland County

E. City of Rome – Rome Turney Demolition RESTORE IVRomeOneida County

D. City of Elmira – Baldwin Street Mixed Use RESTORE NY VElmiraChemung County



TO: The Directors


SUBJECT: Non-Discretionary Projects

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

______________________________________________________________________________

Attached is the summary of the projects sponsored by the New York State Executive and Legislative branches:

Project Name Project # Grantee Assistance Up To


A. Tioga County - Owego Utilities Capital 132,906 Tioga County Industrial

Development Agency $300,000


I. Statutory Basis

The project was sponsored by the Executive, Assembly or Senate, and was authorized or reappropriated in the 2019-2020 New York State budget. No residential relocation is required as there are no families or individuals residing on the site(s).


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II. Environmental Review

Unless otherwise noted on a project summary, ESD* staff has determined that the projects constitute Type II actions as defined by the New York State Environmental Quality Review Act and the implementing regulations for the New York State Department of Environmental Conservation. No further environmental review is required in connection with the projects.

III. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority and women-owned businesses in the performance of ESD contracts. Accordingly, ESD’s Non-discrimination and Contractor & Supplier Diversity policy will apply to the projects. Unless otherwise specified in the project summary, Grantees shall use their Good Faith Efforts to achieve an overall Minority and Women Business Enterprise (“MWBE”) Participation Goal of 30% related to the total value of ESD’s funding. This shall include a Minority Business Enterprise (“MBE”) Participation goal of 15% and a Women Business Enterprise (“WBE”) Participation goal of 15%. Grantees shall use Good Faith Efforts to solicit and utilize MWBEs for any contractual opportunities generated in connection with the projects and to include minorities and women in any job opportunities created by the projects.

IV. ESD Employment Enforcement Policy

Unless otherwise noted on a project summary, the ESD Employment Enforcement Policy will not apply since the projects will not directly create or retain jobs.

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


VI. Additional Requirements

Pursuant to direction received from the New York State Office of the Attorney General (“OAG”), individual project summaries may be subject to comment and approval by the OAG.

Due diligence has been exercised by ESD staff in reviewing information and documentation received from grantees/borrowers and other sources, in preparation for bringing projects to the ESD Directors for approval. The due diligence process also involves coordination with a number of external constituents, including the OAG, and grantees/borrowers have provided ESD with the required Disclosure and Accountability Certifications.

___________________* The NYS Urban Development Corporation d/b/a as Empire State Development ("ESD" or the "Corporation")


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Also, pursuant to s.2879-a of the Public Authorities Law, the Office of the State Comptroller (“OSC”) has notified the Corporation that it will review all grant disbursement agreements (“GDAs”) of more than one million dollars ($1 million) that are supported with funds from the Community Projects Fund (“007”). Such GDAs, therefore, will not become valid and enforceable unless approved by the OSC. A clause providing for OSC review will be included in all GDAs that are subject to such approval.

VII. Additional Submissions to Directors

ResolutionsProject SummariesNew York State Map


April 16, 2020

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

______________________________________________________________________________

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


RESOLVED, that upon written findings of the President and Chief Executive Officer Designate of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearings held on the Plan, such Plan shall be effective at the conclusion of such hearing, and that upon such written findings being made, the President and Chief Executive Officer Designate of the Corporation or his designee(s) be, and each of them hereby is, authorized to make a to grant to the party and for the amount listed below from Community Projects Fund, for the purposes, and substantially on the terms and conditions, set forth in the materials presented to this meeting, with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of funds and the approval of the State Division of the Budget; and be it further

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



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

Community Projects Fund – Project Summary Table

Project Name Project # Grantee Assistance Up To


A Tioga County - Owego Utilities Capital 132,906 Tioga County Industrial

Development Agency $300,000


and be it further


* * *


A. Tioga County - Owego Utilities Capital (132,906) April 16, 2020


Grantee: Tioga County Industrial Development Agency (“TCIDA” or the “Grantee”)

ESD Investment: A grant of up to $300,000 to be used for the cost of the extension of public utilities

Project Location: 272 Corporate Drive, Owego, Tioga County

Proposed Project: The Tioga County IDA will extend utilities to a new 47,000 square foot manufacturing facility

Project Type: Capital

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

Background:

Industry – The Tioga County Industrial Development Agency is Tioga County’s lead economic development agency.

Organizational History - The Tioga County Industrial Development Agency was created in 1970 as a public benefit corporation of the State of New York. The TCIDA's goal is to assist in creating and maintaining jobs, thereby strengthening the economic base of the community as well as improving the quality of life of the residents of Tioga County.

Ownership – Public benefit corporation

ESD Involvement - A $300,000 appropriation was included in the FY 2019-2020 New York State budget.

Past ESD Support - Funding for the past five years to the Grantee, totaling $980,000, is summarized in the following chart:


Tioga County - Owego Utilities Capital (132,906) April 16, 2020




Purpose

UCDP – RC 3 Strat Planning Y950 $50,000 January 21, 2016 July 3, 2016 Capital Grant - Develop

a shovel ready site

Upstate Revitalization

InitiativeAA616 $930,000 November 15,

2018 December 31, 2023

Capital Grant - Construction of a new

facility and the purchase of machinery

and equipment

The Project:

Completion – May 2020

Activity – The TCIDA will extend public utilities to support a new steel galvanizing plant for Voigt and Schweitzer, LLC (the “Company”). The Company, a steel manufacturer is based out of Ohio, sought to develop an additional plant in the Northeast and were making a decision between settling in Pennsylvania or New York. The funds made the company’s decision to relocate in NY a possibility. The Company is expected to create up to 60 jobs in NYS.

Results – The project will ensure that an out-of-state steel galvanizing plant will locate in the Southern Tier.

Upon completion of the project, the Grantee will furnish a final report describing the impact and effectiveness of the project.

Grantee Contact - Christine Curtis, Executive Administrator56 Main StreetOwego, NY 13827Phone: (607) 687-8259 E-mail: [email protected]. us

Financing Uses Amount Financing Sources Amount PercentSite Work $268,000 ESD Grant $300,000 100%Soft Costs 32,000Total Project Costs $300,000 Total Project Financing $300,000 100%



Project Team - Origination Donna HowellProject Management Sarah GloseContractor & Supplier Diversity Jordan LopezEnvironmental Soo Kang


1. Upon execution of the grant disbursement agreement, the Grantee shall reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

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

3. Up to $300,000 will be disbursed to Grantee upon, documentation of site work project costs totaling $300,000 and upon completion of the project substantially as described in these materials, assuming that all project approvals have been completed and funds are available. Payment will be made upon presentation to ESD of an invoice and such other documentation as ESD may reasonably require. All project expenditures must have been incurred after April 1, 2019, the date that the New York State budget, in which the project is authorized, was passed. The final ten percent (10%) of the Grant shall not be disbursed by ESD until all of the tasks and reports required have been completed to ESD's satisfaction.


Environmental Review:The Town of Owego Planning Board, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act and the implementing regulations of the New York State Department of Environmental Conservation. This review found the project to be an Unlisted Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on November 27, 2018. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination of No Significant Effect on the Environment.



Non-Discrimination and Contractor & Supplier Diversity:Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority-and women-owned business enterprises (MWBEs) in the performance of ESD projects and procurements. The ESD Office of Contractor and Supplier Diversity has reviewed the project and has determined that there exists no potential for MWBE participation. As such, participation goals will not be established or required for this project.

Statutory Basis – Community Projects Fund:The funding was authorized in the 2019-2020 New York State budget. No residential relocation is required as there are no families or individuals residing on the site.

Disclosure and Accountability Certifications: The Grantee has provided ESD with the required Disclosure and Accountability Certifications. Grantee’s certifications indicate that Grantee has no conflict of interest or good standing violations and, therefore, staff recommends that the Corporation authorize the grant to the Grantee as described in these materials.



April 16, 2020

Owego (Southern Tier Region – Tioga County) – Owego Utilities Capital – Community Projects Fund Capital – Determination of No Significant Effect on the Environment

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

* * *


Non-Discretionary Project Map

A. Owego Utilities Capital Owego Tioga County



TO: The Directors


SUBJECT: New York State Innovation Venture Capital Fund (“NYSIVCF”)

REQUEST FOR: Authorization of an Investment of NYSIVCF Funds in ENB Therapeutics

I. Project Summary

Awardees: ENB Therapeutics (the “Company”)

Amount: Up to $184,545 in Series A preferred equity

Project Location: New York, NY

AnticipatedFunding Source: The liquid assets held by ESD for NYSIVCF

ESD Project No.: TBD

Project Team: Origination Clayton BeschProject Management Clayton BeschLegal Craig AlfredContractor & Supplier Diversity N/AEnvironmental Soo Kang

II. Background

Pursuant to its authorizing legislation, the NYSIVCF may invest up to $100 million in eligible seed and early stage small businesses located in, or that in writing agree to be located in, New York State that (i) have the potential to generate additional economic activity in the State and (ii) are working in emerging technology fields or are achieving, or have the potential to achieve, technological advances, innovation, transformation or development. The target portfolio companies demonstrate a potential for substantial growth and job development.


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The NYSIVCF also provides funding for the Technology Commercialization fund of funds supporting pre-seed investment opportunities throughout the State. The NYSIVCF is part of a larger equity investment strategy that includes the Innovate NY Fund, a $100 million fund of funds that invests in seed stage equity opportunities.

Past State Support for ENB Therapeutics

ENB Therapeutics received $1.7M from NYSIVCF in three tranches authorized by ESD in August of 2018. It also received $100,000 investment from Accelerate New York, a fund manager for New York Venture’s Technology Commercialization Fund.

Project Status

ENB Therapeutics is a minority and-woman-led New York City-based biotechnology company that is developing a therapeutic that reverses resistance to cancer immunotherapy. Cancer immunotherapy boosts the natural capacity of immune cells to fight cancer. Immunotherapies have shown unprecedented long-lasting, responses in such cancers as melanoma and Non-Small Cell Lung Cancer (NSCLC). Cancer immunotherapy represents a genuine advance in attaining significant and sustained response rates. However, approximately 60% of patients treated with immunotherapy fail to respond to treatment and are left with few other therapeutic options. ENB’s drug can help to unlock the full therapeutic potential of cancer immunotherapy by enabling key immune cells to infiltrate and attack tumors thereby, eradicating tumor cells and prolonging patient survival. Dr. Sumayah Jamal, MD, PhD from New York University founded the Company.

In order to fund its activities over the next 24-36 months, the Company is raising up to $7,000,000 in preferred equity in three tranches. The NYSIVCF invested up to $1,700,000 with the balance being provided by private sector investors. A remaining $1M of this Series A equity has been divided between among the current investors with NYSVCF’s pro-rata amount being $184,545.

As part of the due diligence process, NYSIVCF staff and an external Investment Review Committee (“IRC”) evaluated the Company’s business and clinical development plan as well as the terms of the investment. As a result of that analysis, NYSIVCF and the IRC both agree that the market opportunity and growth potential offered by this New York State company warrants an investment by the NYSIVCF and recommend its approval.

III. Statutory Basis

In order to attract private sector investment in new research, translate research into marketable products, strengthen university-industry connections, and prepare New York businesses to compete for private-sector venture investment, Part JJ of Chapter 59 of the Laws of 2013 authorized ESD to establish and administer NYSIVCF in order to provide critical seed-stage and early-stage funding to incentivize new business formation and growth in the State of New York and facilitate the transition from ideas and research to marketable products.


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IV. Environmental Review

ESD staff has determined that the requested authorization constitutes a Type II action as defined by the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental Conservation. No further environmental review is required in connection with the authorization.

V. Non-Discrimination and Contractor & Supplier Diversity

Pursuant to New York State Executive Law Article 15-A, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified minority and women-owned businesses (“MWBEs”) in the performance of ESD contracts. The ESD Office of Contractor and Supplier Diversity (“OCSD”) has determined that it is not practical or feasible to assign MWBE contract goals to expenditures made under this program. As such, participation goals will not be established or required.

VI. Service-Disabled Veteran-Owned Businesses

Pursuant to New York State Executive Law Article 17-B, ESD recognizes its obligation under the law to promote opportunities for maximum feasible participation of certified service-disabled veteran-owned businesses (“SDVOBs”) in the performance of ESD contracts. OCSD has determined that it is not practical or feasible to assign SDVOB contract goals to expenditures made under this program. As such, participating goals will not be established or required.

Additional Submissions to Directors

ResolutionsSchedule A – Summary of the Investment Terms


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April 16, 2020

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT - New York State Innovation Venture Capital Fund - Authorization of an Investment of NYSIVCF Funds in ENB Therapeutics

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), relating to the New York State Innovation Venture Capital Fund, the Corporation is authorized to make an investment, in an amount not to exceed $184,545 in ENB Therapeutics (the “Company”) and to enter into agreements and related documentation with the Company and the investment entities named in the Materials in order to effect such investment; and be it further

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

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


* * *


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Schedule ANew York State Innovation Venture Capital Fund:

ENB Therapeutics (the “Company”)Summary of Series A Preferred Financing Terms

ESD Board of Directors’ MeetingApril 16, 2020

Type of Security: Series A Preferred Stock (the “Series A Preferred”)

Investment Amount:

The New York State Innovation Venture Capital Fund (“NYSIVC Fund”) will invest up to $184,545.

Principal Terms of the Series A Preferred:

Liquidation Preference: In the event of any liquidation or winding up of the Company, all holders of Series A Preferred shall be entitled to receive, in preference to the holders of the Common Stock, a per share amount equal to the Series A Original Purchase Price, plus any declared but unpaid dividends (the “Liquidation Preference”). After the payment of the Liquidation Preference to the holders of the Series A Preferred (if not previously converted), the remaining distributable proceeds shall be distributed to the holders of the Series A preferred in accordance with the Company’s Certificate of Incorporation and thereafter ratably to the holders of the Common Stock. A merger, acquisition, sale of voting control or sale of substantially all of the assets or shares of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation shall be deemed to be a liquidation.

Conversion: The holders of the Series A Preferred shall have the right to convert the Series A Preferred, at any time, into Common Stock, initially at the conversion rate of 1 to 1. The Series A Preferred shall be automatically converted into Common Stock, at the then applicable conversion price, (i) upon the consent of the holders of at least a majority of the outstanding Series A Preferred or (ii) upon the closing of a firmly underwritten public offering of shares of Common Stock of the Company for a total offering of not less than $50 million (before deduction of underwriters commissions and expenses) (a “Qualified IPO”).

Use of Proceeds: The funds will be used finance the Company’s growth strategy.

Institutional Co-Investors:1. Life Sciences Investment Firm: Leading life sciences focused venture capital firms that

invest in early-stage therapeutics companies.



TO: The Directors


SUBJECT: Downtown Niagara Falls Development Strategy

REQUEST FOR: Authorization to Enter into a Consultant Contract for Architectural, Planning and Real Estate Services and to Take Related Actions

______________________________________________________________________________

CONTRACT NEED AND JUSTIFICATION

I. Contract Summary

Contractor: Practice for Architecture Urbanism DPC (“PAU”)

Scope of Services: Consultant Services

Contract Term: Ten months from award (anticipated start June 2020; anticipated completion date March 2021)

Contract Amount: Not to exceed $300,000

Funding Source: $251,000 Empire State Development$49,000 Buffalo Regional Innovation Cluster Phase II

(Buffalo Billion Phase II)

II. Background

In 2019 and 2020, Empire State Development’s (“ESD’s”) subsidiary, USA Niagara Development Corporation (“USAN”), acquired over 11 acres of land on 30 properties in downtown Niagara Falls, as part of a strategic land acquisition program under the second phase of Governor Andrew M. Cuomo’s “Buffalo Billion” Economic Development Initiative.

The program is intended to assemble long-dormant properties near Niagara Falls State Park and facilitate their redevelopment to remove blight, increase density, and expand the types of uses/offerings in the area, all toward re-establishing a year-round, sustainable downtown. Acquisition of these properties gives USAN a new tool to carry out its mission of supporting and promoting economic development in Niagara Falls by leveraging private investment and encouraging growth and renewal of the City’s tourism industry.


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In light of the above, USAN wishes to engage a professional consultant team to provide technical support for the formulation of a “Development Strategy”, which will serve as a guide for USAN to proceed in a thoughtful manner to facilitate new infill developments on its acquired properties, as well as to refine/update its overall development policies in Downtown Niagara Falls as necessary to achieve this goal. The effort is intended to formulate and best communicate polices and desired futured development patterns that will enhance the tourism industry and benefit those who live and work in Niagara Falls.

III. Contractor Selection Process

On November 25, 2019, ESD—in partnership with USAN—placed an advertisement on the New York State Contract Reporter website requesting proposals for real estate planning and development related consulting firms with expertise in the practice areas of architectural design, market research, development financing and policy analysis. After reviewing all the responses (15 in total), a panel of representatives from ESD, USAN, New York State Parks, Recreation & Historic Preservation and the City of Niagara Falls short-listed four (4) teams to interview. Interviews of the four teams were held in Niagara Falls on February 24, 2020.

Following the interviews and carefully evaluating the proposals of the short-listed teams, the selection committee gave the proposal submitted by the consultant team led by Practice for Architecture Urbanism DPC (“PAU”) the highest score and has recommended the PAU team to the Directors for selection. PAU was founded in 2015 by Vishaan Chakrabarti, FAIA FRAIC. A NYS-certified Minority Business Enterprise (“MBE”), it is a multidisciplinary design practice that purposefully employs a range of skills and mindsets, including cultural, ecological, economic, academic, urbanistic, governmental, and most importantly, democratic public processes. PAU has been engaged in projects involving public sector infrastructure; urban master planning; transit-oriented development; and public space design, and it has recently been involved in notable efforts such as the Sunnyside Yard Master Plan in Queens, NY and the Riverfront Square Master Plan in Newark, NJ. PAU’s team for this effort also includes specialty firms for various types of real estate and housing market analyses.

IV. Scope of Work

PAU’s scope of services will address the broader context of downtown and proximate destinations, including Niagara Falls State Park, yet specifically focus on USAN’s recently acquired properties. The goal is to provide USAN with the analysis and framework to successfully dispose of their properties in a strategic manner that prioritizes feasibility, market demand and connection to other recent or future developments. Through this work PAU will provide the following:

A review of existing plans and reports related to Downtown Niagara Falls; A set of electronic base maps for future use by USAN; Real estate market analysis; Conceptual site plans and renderings for each USAN-owned property; and A final strategy document that will serve as a guide for USAN’s future work.


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V. Responsible Party

Pursuant to State Finance Law Section 163 and the Corporation’s policy related thereto, staff has: (a) considered PAU’s ability to perform the services provided for in the proposed contract; and (b) consulted the list of offerers determined to be non-responsible bidders and debarred offerers maintained by the New York State Office General Services. Based on the foregoing, staff considers PAU to be responsible.


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

VI. Environmental Review

ESD staff has determined that the action, which involves authorizing a contract with a consultant for architectural, planning and real estate services without committing ESD or USAN to implementing any future project, constitutes a Type II action as defined by the New York State Environmental Quality Review Act and the implementing regulations for the New York State Department of Environmental Conservation. No further environmental review is required at this time.

VIII. Requested Action

The Directors are requested to (1) make a determination of responsibility with respect to the proposed contractor; (2) authorize the ESD to enter into a contract with PAU for an amount not to exceed $300,000; and to authorize the taking of all related actions.

IX. Recommendation

Based on the foregoing, I recommend approval of the requested actions.

X. Attachments

Resolution


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April 16, 2020

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Downtown Niagara Falls Development Strategy – Authorization to Enter into a Consultant Contract for Architectural, Planning and Real Estate Services and to Take Related Actions

RESOLVED, that upon the basis of the materials presented to this meeting (the “Materials”), a copy of which is hereby ordered filed with the records of the Corporation, the Corporation hereby finds Practice for Architecture Urbanism DPC to be responsible; and be it further

RESOLVED, that the Corporation is hereby authorized to enter into a contract with Practice for Architecture Urbanism DPC in an amount not to exceed THERE HUNDRED THOUSAND DOLLARS ($300,000) for the purposes and services, and substantially on the terms and conditions, set forth in the Materials presented to this meeting with such changes as the President and Chief Executive Officer Designate of the Corporation or his designee(s) may deem appropriate, subject to the availability of the funds and the approval of the State Division of the Budget; and be it further

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

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