MINUTES OF THE MEETING OF THE MEMBERS OF THE HOUSING TRUST FUND CORPORATION ( HTFC ) HELD ON NOVEMBER 15, 2017 AT 3 P.M.

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1 MINUTES OF THE MEETING OF THE MEMBERS OF THE HOUSING TRUST FUND CORPORATION ( HTFC ) HELD ON NOVEMBER 15, 2017 AT 3 P.M. Locations: New York State Homes and Community Renewal, 641 Lexington Avenue, 5 th Floor New York, New York New York State Homes and Community Renewal, State Street, Commissioner s Conference Room, Albany, New York Locations connected by video-conference MEMBERS PRESENT: RuthAnne Visnauskas, Chairperson Howard Zemsky, Member OTHERS PRESENT: Sean Fitzgerald Stephanie Galvin-Riley Ann Petersen John Leahy Chris Leo Dina Levy Wanda Graham Hillary Gunther Linda Manley Betsy Mallow Justin McLaughlin Stacey Mickle Lisa Pagnozzi Charlie Philion Jason Purvis Heather Spitzberg Emily Thompson Eu Ting-Zambuto There was a quorum with two Members present. Chairperson Visnauskas made a motion to call to order the meeting of the Members of HTFC. The motion was seconded by Mr. Zemsky. The first item on the agenda was the approval of the minutes of the meeting held on October 12, The minutes were deemed approved. The second item on the agenda was a resolution authorizing an extension of contracts with technical assistance consultants. Ms. Pagnozzi presented the recommendation

2 to authorize the corporation to extend its contracts through December 31, 2018 with 11 firms for technical assistance services. She highlighted that the firms were identified through an RFP with an initial term commencing in January She stated that this extension to a sixth-year term required the affirmative concurrence of the Members, as it is a contract beyond a five-year period without a new competitive process, but she noted that a new RFP was being planned for the coming year. Mr. Zemsky asked for clarification on the number of firms this would affect and whether any of these were Minority Women Owned Business Enterprises ( MWBE ). Ms. Pagnozzi responded that there were 11 firms that can provide a broad range of services from best practices consulting to program compliance and suggestions. She noted that the MWBE participation is approximately 40%. Section 1. The HTFC contracts with Firms for the provision of technical assistance services are hereby approved by the HTFC Members for a further one year period that will commence on January 1, 2018 and end on December 31, Section 2. Affirmative concurrence is hereby provided by the HTFC Members for HTFC s determination not to enter into a new competitive award process at this time in relation to the technical assistance contracts with Firms with the understanding that such determination will result in the continued retention of contracts with Firms exceeding five years in duration without a new competitive selection process being conducted, as indicated in the memorandum accompanying this resolution. Section 3. The Members hereby authorize the President of the Office of Community Renewal or another authorized officer of the Corporation to execute any documents which may be necessary and appropriate to effectuate the purposes of this resolution. Section 4. This resolution shall take effect immediately. The next item on the agenda was a resolution authorizing an award under the Community Development Block Grant ( CDBG ) Program for economic development to the City of Canandaigua for Nolan s on the Lake. Mr. Purvis presented the award recommendation for $416,000 to the City of Canandaigua to assist Nolan s on the Lake, LLC in the restoration and reopening of its restaurant. He highlighted that CDBG funds will be used toward the purchase of machinery and equipment, inventory, soft costs, furniture and fixtures, and working capital. He highlighted that the project is projected to create 49 fulltime jobs over two years, with 42 to benefit low- and moderate- income persons. 2

3 Chairperson Visnauskas asked if there was insurance. Mr. Purvis responded that the funds sought are above and beyond the insurance coverage. Section 1. The Members hereby authorize an award of CDBG Program funds for economic development to the City of Canandaigua in an amount up to $416,000 funds to assist Nolan s on the Lake, LLC with machinery and equipment, inventory, soft costs, furniture and fixtures, and working capital in connection with the restoration and reopening of its restaurant. Section 2. The Members hereby authorize HTFC to enter into a regulatory agreement with the applicant, upon its satisfactory compliance with any pre-contract conditions as required by statute or regulation, and upon such terms and conditions as set forth in the program guidelines. Section 3. The Members hereby authorize the President of the Office of Community Renewal or another authorized officer, subject to the provisions of this resolution, to execute any documents which may be necessary and appropriate to effectuate the purposes of this resolution. Section 4. This resolution shall take effect immediately. The next item on the agenda was a resolution an award under the CDBG Program for small business assistance to the Village of Delhi for O Neill s Shire Pub. Mr. Purvis presented the award recommendation for small business assistance to the Village of Delhi in an amount up to $85,000 to assist O Neill s Shire Pub, Inc. with the purchase of furniture, fixtures and equipment expenses needed to continue operations at its existing facility. He highlighted that the total project is proposed to create 17 full-time jobs over two years, with 13 to benefit low- and moderate- income persons. Section 1. The Members hereby authorize an award of CDBG Program funds for small business assistance to the Village of Delhi in an amount up to $85,000 to assist O Neill s Shire Pub, Inc. with the purchase of furniture, fixtures and equipment expenses needed to continue operations at its existing facility. 3

4 Section 2. The Members hereby authorize HTFC to enter into regulatory agreements with the applicant, upon its satisfactory compliance with any pre-contract conditions as required by statute or regulation, and upon such terms and conditions as set forth in the program guidelines. Section 3. The Members hereby authorize the President of the Office of Community Renewal or another authorized officer, subject to the provisions of this resolution, to execute any documents which may be necessary and appropriate to effectuate the purposes of this resolution. Section 4. This resolution shall take effect immediately. The next item on the agenda was a resolution authorizing awards under the Lake Ontario-St. Lawrence Seaway Flood Relief and Recovery Program. Mr. Philion presented each award recommendation and explained the purpose of each municipality s request for funding. He highlighted the impact of each proposed award. Mr. Zemsky noted that Empire State Development also awards funds for Lake Ontario- St. Lawrence Seaway flood relief and recovery, for reasons including physical damage and lost revenue. He asked if these awards also included these reasons. Mr. Philion responded that these awards are all for infrastructure. Chairperson Visnauskas inquired about the impact of a federal disaster declaration. Mr. Leo responded that President Trump has issued a disaster declaration for a few counites, which allows FEMA funding to flow to these areas for certain purposes. He noted that more extensive discussions were being planned to discuss the use of the FEMA funds. motion, and the following resolution, as amended, was adopted: Section 1. The Members hereby authorize an award of up to $565,113 in CDBG funds under the Flood Relief and Recovery Program to Wayne County to reimburse the County for necessary actions in connection with the flood event. Section 2. The Members hereby authorize an award of up to $585,600 in CDBG funds under the Flood Relief and Recovery Program to the Village of Alexandria Bay for the reconstruction and repair of a seawall that protects Casino Island which was damaged because of the flood event. Section 3. The Members hereby authorize an award of up to $131,250 in NYS General Funds under the Flood Relief and Recovery Program 4

5 to Wayne County to construct a revetment for Forman Park, which experienced significant erosion and damage because of the Lake Ontario flood event. Section 4. The Members hereby authorize an award of up to $163,000 in NYS General Funds under the Flood Relief and Recovery Program to the Town of Huron to make repairs to three separate Town roads that were damaged because of the Lake Ontario flood event. Section 5. The Members hereby authorize the President of the Office of Community Renewal or another authorized officer, subject to the provisions of this resolution, to execute any documents which may be necessary and appropriate to effectuate the purposes of this resolution. Section 6. This resolution shall take effect immediately. The next item on the agenda was a resolution authorizing Performance Based Initiative ( PBI ) awards under the NYS HOME Local Program. Ms. Galvin-Riley described the initiative, the funding source, and the recommendations. She highlighted that staff has determined the eligibility of contracts with PBI requirements and recommends 2 PBI awards. Section 1. The Members hereby authorize PBI awards with contract addendums under the HOME Local Program to the following eligible HOME Local Program Administrators up to the amounts specified below: Local Program Administrator Friends of the North Country- Franklin County Friends of the North Country- Clinton County Activity Homeowner Housing Rehabilitation Homeowner Housing Rehabilitation SHARS ID PBI Amount TOTAL $200,000 Original Award Amount Extension $100,000 $250, months $100,000 $250, months Section 2. The Members hereby authorize the entering into of regulatory agreements with the applicants, upon their satisfactory compliance with any pre-contract conditions as required by statute or regulations, and upon such terms and conditions as set forth by HOME Local Program 5

6 guidelines. Section 3. The Members hereby authorize the President of the Office of Community Renewal or another authorized officer of HTFC to execute any documents which may be necessary and appropriate to effectuate the purposes of this resolution. Section 4. This resolution shall take effect immediately. The next item on the agenda was a resolution approving the SEQRA documentation and classification of the environmental impact of Butternut Crossing. Ms. Spitzberg presented the project and recommendation that the project be classified as an unlisted action with a negative declaration under SEQRA. Section 1. The Members hereby accept the SEQRA documentation for Butternut Crossing and hereby adopt the recommendation that the project be classified as an unlisted action with a negative declaration under SEQRA. Section 2. The Members hereby authorize HTFC s SEQRA Officer or any authorized agent or officer to execute any documents in accordance with the applicable provisions of law to effectuate the purpose of this resolution. Section 3. This resolution shall take effect immediately. The next item on the agenda was a resolution authorizing awards under the Small Rental Development Initiative ( SRDI ). Ms. Petersen described the SRDI and the funding available. She described the solicitation and presented the recommendation to advance awards to 9 of the applicants. She provided a summary overview of the projects including that the awards would yield newly developed units along with substantial or moderate rehabilitation of units with units set aside to serve special needs. She highlighted that all projects demonstrate sustainability and energy efficiency standards. Section 1. The Members hereby authorize an award under the NYS HOME Local Program Small Rental Development Initiative in amounts up to and to the applicants below: 6

7 Local Program Administrator SHARS ID Award Amount Hudson River Housing, Inc $615,000 Troy Rehabilitation and Improvement Program $1,951,987 Better Neighborhoods, Inc $576,000 Snow Belt Housing Company, Inc $217,781 Delta Development of Western New York, Inc $883,125 Covenant Housing Corp. of Central New York $353,000 UCPA of the Rochester Area, Inc $375,500 Cherry Valley Community Facilities Corporation $1,441,334 Near Westside Neighborhood Association, Inc $186,812 Section 2. The Members hereby authorize the entering into of regulatory agreements with the applicants, upon their satisfactory compliance with any pre-contract conditions as required by statute or regulations as applicable, and upon such terms and conditions as set forth by program guidelines. Section 3. The Members hereby authorize the President of the Office of Community Renewal or another authorized officer of HTFC to execute any documents which may be necessary and appropriate to effectuate the purposes of this resolution Section 4. This resolution shall take effect immediately. The next item on the agenda was a resolution approving an amendment to the designation of agent under the Governor s Office of Storm Recovery. Ms. Thompson presented the recommendation for updates to the designation of agents. She highlighted that former Executive Director Ms. Bova-Hiatt has resigned and that the updates to designations would ensure the seamless continuation of operations at the Governor s Office of Storm Recovery. Section 1. The resolution adopted July 14, 2016 is hereby revoked effective November 2, Section 2. The Members authorize Daniel Greene, the General Counsel of GOSR, to continue as an agent and authorized signatory of HTFC for contracts and instruments utilizing CDBG-DR grant funds or other sources of funding related to disaster recovery under GOSR, without further action by the Members. 7

8 Section 3. The Members authorize Daniel Greene, the General Counsel of GOSR to designate Emily Thompson and Dona Roy as his designees to sign on his behalf for HTFC for contracts and instruments utilizing CDBG-DR grant funds or other sources of funding related to disaster recovery, without further action by the Members. Section 4. The authorizations are conditioned upon satisfaction of the following requirements: a) All executed contracts and instruments are within the amount permitted by HUD or other relevant agencies; b) The signing of all such contracts and instruments be reported to the Members at the next scheduled meeting of the Members following such signing; c) No such contract or instrument will be effective unless and until approved by the General Counsel of GOSR as to form and by the Treasurer as to financial sufficiency; and d) For each such contract, Daniel Greene, Emily Thompson or Dona Roy shall certify to compliance with all applicable Federal, State and local laws, rules and regulations, HTFC policies and CDBG-DR policies and guidelines, and otherwise as required in a form of certification approved by the General Counsel of GOSR. Section 5. The Members authorize Daniel Greene, the General Counsel of GOSR to designate up to two agents of HTFC for the limited purpose of signing and executing warrants to authorize the Treasurer to disburse funds. Section 6. This resolution shall not limit the authority of Senior Officers, as defined by HTFC s bylaws. Section 7. The Chair of HTFC may revoke and rescind this resolution upon notice to the Members and General Counsel of GOSR. Section 8. This resolution shall be effective as of November 2, The next item on the agenda was a new business item for a resolution to appoint agents for the purpose of representing the Corporation in real estate transactions under the Governor s Office of Storm Recovery. Ms. Thompson presented the recommendation to appoint agents to attend and sign documents on behalf of the Corporation at public auctions in connection with the Buyouts & Acquisitions Program, in which the Corporation purchases and sells residential storm-damaged properties to members of the general public at independently run public auctions. Ms. Thompson noted that limited retroactive agent appointments were necessary as a product of a misunderstanding of agent designation authority. 8

9 Section 1. Effective between May 19, 2015 and May 11, 2017, the Members authorize Emily Thompson to execute Contracts of Sale at GOSR public auctions on behalf of HTFC for the purpose of administering Buyouts & Acquisitions Program, without further action by the Members. Section 2. Effective between November 17, 2015 and May 11, 2017, the Members authorize Robert Miller as an agent and authorized signatory of the corporation to execute Contracts of Sale at a GOSR public auction on behalf of HTFC for the purpose of administering the Buyouts & Acquisitions Program, without further action by the Members. Section 3. Effective between May 19, 2015 and May 11, 2016, the members authorize Latoya Murphy as an agent and authorized signatory of the corporation to execute Contracts of Sale at GOSR public auctions on behalf of HTFC for the purpose of administering the Buyouts & Acquisitions Program, without further action by the Members. Section 4. Effective for a GOSR public auction held on May 11, 2017, the Members authorize Thehbia Hiwot as an agent and authorized signatory of the corporation to execute Contracts of Sale on behalf of HTFC for the purpose of administering the Buyouts & Acquisitions Program, without further action by the Members. Section 5. Effective May 10, 2016, the Members authorize Laura Dilimetin, Senior Counsel at GOSR, as an agent and authorized signatory of the corporation to execute Contracts of Sale at public auctions on behalf of HTFC for the purpose of administering the Buyouts & Acquisitions Program, including future public auctions whose dates are not yet determined, without further action by the Members. The next item on the agenda was a resolution approving changes to the internal audit charter for the Governor s Office of Storm Recovery. Ms. Thompson presented the internal audit charter and noted that it reflected a dual reporting structure that was responsive to HUD whereby the internal auditor also reported to the COO as there was no longer an Executive Director. 9

10 Section 1. The Members hereby approve the Internal Audit Charter for the Governor s Office of Storm Recovery, as amended. Section 2. This resolution shall be effective immediately. The next item on the agenda was a resolution ratifying the approval of an award to Riverview Lofts. On November 1, 2017, the Members authorized an award of up to $3.75 million in corporate funds for Riverview Lofts, as a bridge/temporary award to be used at the closing, with the corporate funds to be reimbursed to HTFC upon the receipt of the CDBG Disaster Recovery funding. This item is to ratify the board s approval of an award of corporate funds for the Riverview Lofts project. Ms. Manley provided an update that the CDBG Disaster Recovery funds were received from HUD and the corporate funds have already been reimbursed. Chairperson Visnauskas moved to adopt the resolution; Mr. Zemsky seconded the Section 1. The Members hereby ratify authorization for an award of up to $3.75 million in corporate funds for Riverview Lofts. Section 2. The Members hereby ratify authorization for the Treasurer, any Senior Officer, and/or Daniel Greene to execute any documents which may be necessary and appropriate to effectuate the purposes of this resolution. Section 3. This resolution shall be effective immediately. The remainder of the items were informational items. There was no board action taken on the informational items. The next item on the agenda was a review of contracts with firms for Davis Bacon prevailing wage monitoring services. The next item on the agenda was a review of authorized contracts by the Governor s Office of Storm Recovery. The next item on the agenda was a review of SEQRA concur summaries. 10

11 The next item on the agenda was a review of SEQRA Type 2 projects. The next item on the agenda was a review of SEQRA determinations by the Governor s Office of Storm Recovery. The next item on the agenda was a review of status of multifamily projects. There being no unfinished business, Mr. Zemsky moved to adjourn the meeting; Chairperson Visnauskas seconded the motion, and the meeting was adjourned at 3:30 p.m. 11