City of Syracuse Industrial Development Agency. 333 West Washington St, Suite 130 Syracuse, NY Tel (315) Fax (315)

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1 City of Syracuse Industrial Development Agency 333 West Washington St, Suite 130 Syracuse, NY Tel (315) Fax (315) Minutes City of Syracuse Industrial Development Agency Board of Directors Meeting Tuesday March 20, 2012, 8:30 A.M. Common Council Chambers 304 City Hall 233 East Washington St Syracuse, NY Board Members Present: William Ryan, Donald Schoenwald, Esq., John Gamage, Darin Price. Phone Conference: M. Catherine Richardson, Esq. Staff Present: Ben Walsh, Meghan Gaffey, Esq., Debra Ramsey Burns, Sue Katzoff, Esq., Greg Streeter. Others Present: Tom Capozzi, Tim McDermott, Gary Thurston, Lindsay McCluskey, Hon. Lance Denno, Hon. Jake Barrette, Hon. Khalid Bey, Mark Arbon, Esq., Ryan DeLaney, Wendy Reese, Dan Shulman, Tim Carroll. Media: Bill Carey, Rick Moriarty. I. Public Hearings Scannell Properties #128, LLC Mr. Ryan opened the Public Hearing at 8:33 a.m. by reading verbatim the Notice of Public Hearing on Scannell Properties #128, LLC. A copy of the Public Notice is attached hereto and thereby included in the minutes. After reading the notice, Mr. Ryan asked if anyone in attendance wished to speak in favor of the project. Tom Capozzi introduced himself as a consultant working for Scannell Properties on the referenced Project. Mr. Capozzi, who spoke in favor of the Project, said the anchor tenant of the proposed multi tenant facility (Teal Center) will be a Price Rite grocery store. Mr. Ryan asked for details on other tenants. Mr. Capozzi said the shopping center will be able to accommodate four to six additional commercial occupants and several perspective tenants had been identified. Ms. Katzoff asked Mr. Capozzi for a timeline on the Project. Mr. Capozzi responded that the Project hoped to commence by the first week in April with construction lasting four months. He noted that financing is in place. First District Councilor Barrett noted that with no residents located in the Ward where the subject property is located, there would be no immediate impact on surrounding residents. 1

2 Mr. Ryan then asked if anyone else wished to speak in favor of the Project. No one spoke in favor. Mr. Ryan asked a final time if anyone else wished to speak in favor of the Project. No one else spoke in favor. Mr. Ryan then asked if anyone in attendance wished to speak in opposition to the Project. No one spoke in opposition. Mr. Ryan then asked an additional two times if anyone wished to speak in opposition to the Project. No one spoke in opposition. Mr. Ryan closed the Public Hearing at 8:38 a.m. MAC Source Communications, Inc. Mr. Ryan opened the Public Hearing at 8:38 a.m. by reading verbatim the Notice of the Public Hearing on the MAC Source Communications, Inc Project. A copy of the Public Hearing is attached hereto and thereby included in the minutes. After reading the notice, Mr. Ryan asked if anyone in attendance wished to speak in favor of the Project. Tim McDermott, President of MAC Source Communications, Inc. spoke in favor. He discussed the growth of the business, the sale of the Company s current headquarters building and the acquisition of the old Byrne Dairy Building for its new headquarters at 509 Erie Blvd. West. Mr. McDermott said when the company first started doing business it had 30 employees. It now employs 150 people and conducts business throughout the State. Mr. McDermott noted the Company had closed on the sale of the new building and demolition had started. Mr. Gamage commented that the proposed PILOT meets the criteria of a Class 4 exemption in the Uniform Tax Exemption Policy. Mr. Ryan asked an additional two times if anyone else in attendance wished to speak in favor of the Project. No one else spoke in favor. Mr. Ryan then asked if anyone in attendance wished to speak in opposition to the Project. No one spoke in opposition to the Project. Mr. Ryan asked an additional two times if anyone wished to speak in opposition to the Project. No one spoke in opposition of the Project. Mr. Ryan closed the Public Hearing at 8:43 a.m. PRRC, Inc. Mr. Ryan opened the Public Hearing at 8:43 a.m. by reading verbatim the Notice of Public Hearing on the PRRC, Inc. Project. A copy of the Public Notice is attached hereto and thereby included in the minutes. After reading the notice, Mr. Ryan asked if anyone in attendance wished to speak in favor of the Project. Tom Capozzi a consultant for Scannell properties spoke in favor of the Project. Mr. Capozzi said PRRC, Inc., the parent company of the PriceRite grocery chain, has been very interested in coming to Syracuse for a long time and has signed a long term lease for the new store location. 2

3 After Mr. Capozzi s comments, Mr. Ryan asked an additional two times if anyone else in attendance wished to speak in favor of the Project. No one else spoke in favor. Mr. Ryan asked if anyone else in attendance wished to speak in opposition to the Project. No one spoke in opposition. Mr. Ryan then asked an additional two more times if anyone wished to speak in opposition to the Project. No one spoke in opposition. Mr. Ryan closed the Public Hearing at 8:50 a.m. II. Call Meeting to Order Mr. Ryan called the meeting to order at 8:50 a.m. III. Roll Call Mr. Ryan acknowledged all Board members were present, with the exception of M. Catherine Richardson, Esq., who was present via telephone. IV. Proof of Notice Mr. Ryan noted the notice of the meeting had been timely and properly provided. V. Minutes Mr. Ryan asked for a motion to accept the minutes from the May 17, 2011 Audit Committee meeting, the September 20, 2011 Finance Committee meeting, and the February 21, 2012 Board of Directors regular SIDA meeting. Mr. Schoenwald made the motion. Mr. Gamage seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY ACCEPTED THE MINUTES FROM THE MAY 17, 2011 AUDIT COMMITTEE MEETING, THE SEPTEMBER 20, 2011 FINANCE COMMITTEE MEETING, AND THE FEBRUARY 21, 2012 BOARD OF DIRECTORS REGULAR MEETING. VI. New Business Bankers Healthcare Group, LLC Mr. Walsh advised the Board they were being asked to authorize a Public Hearing for the Project. He said in meeting the Company recently, its representatives advised the Company had outgrown its current leased space and had acquired two adjacent properties in Franklin Square with the intent of relocating the Company s local offices to that location. Mr. Walsh noted the Company, whose headquarters is in Florida, locally employs approximately 47 people and anticipates the number of local employees will double in the next two years. He said the Company will be seeking a PILOT agreement from the Agency, which will be discussed at the next Board meeting. Mr. Ryan asked for a motion authorizing a resolution for a Public Hearing for the Project. Mr. Schoenwald made the motion. Mr. Price seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY AUTHORIZED A RESOLUTION DETERMINING THAT THE ACQUISITION, RECONSTRUCTION, RENOVATION, DEMOLITION AND EQUIPPING OF CERTAIN FACILITIES AT THE REQUEST OF THE COMPANY FOR USE AS COMMERCIAL FACILITIES 3

4 AND PARKING AREA CONSTITUTES A PROJECT; DESCRIBING THE FINANCIAL ASSISTANCE IN CONNECTION THEREWITH; AND AUTHORIZING A PUBLIC HEARING. St. Patrick s Lofts, LLC Mr. Walsh advised the Board they were being asked to authorize a Public Hearing for the Project. He noted the Company was seeking benefits from the Agency in the form mortgage and sales tax exemptions. He then introduced the Company owner, Gary Thurston who gave an overview of the Project. Mr. Thurston who displayed drawings of the proposed Project said it would consist of the renovation and conversion of the former St. Patrick s school into 22 market rate apartments with 15 two bedroom and 7 one bedroom apartments planned. He noted St Patrick s parish will have use of the gym and cafeteria after the renovation is complete. Mr. Gamage asked about historic tax credits and how their use affected the Project. Mr. Thurston responded the original windows, tin ceilings and wood floors will be retained and other aspects of the original building which will remain intact after Project completion. There being no further questions, Mr. Ryan asked for a motion to authorize a Public Hearing for the Project. Mr. Gamage made the motion. Mr. Schoenwald seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY AUTHORIZED A RESOLUTION DETERMINING THAT THE ACQUISITION, RENOVATION AND EQUIPPING OF A CERTAIN PROJECT AS A MIXED USE RESIDENTIAL AND COMMERCIAL FACILITY AT THE REQUEST OF THE COMPANY CONSTITUTES A PROJECT; DESCRIBING THE FINANCIAL ASSISTANCE IN CONNECTION THEREWITH; AND AUTHORIZING A PUBLIC HEARING. Scannell Properties #128, LLC Ms. Katzoff said the Board was being asked to approve resolutions undertaking the Project. She advised the first resolution for the Board s consideration was a SEQRA resolution determining that the Project constituted an Unlisted Action, declared the Agency Lead Agency for purposes of SEQRA and authorizing the Agency to issue a negative declaration. Ms. Richardson inquired as to whether underground tanks located at the former Mobil station on the site had been removed. Ms. Katzoff confirmed the tanks had been removed. Mr. Ryan asked for a motion to approve a SEQRA resolution for the Project. Mr. Schoenwald made the motion. Mr. Price seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY APPROVED A RESOLUTION CLASSIFYING THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF A CERTAIN PROJECT AS AN UNLISTED ACTION PURSUANT TO THE STATE ENVIRONMENTAL QUALITY REVIEW ACT, DECLARING THE AGENCY LEAD AGENCY FOR PURPOSES OF AN UNCOORDINATED REVIEW THEREUNDER AND DETERMINING THAT THE PROJECT WILL NOT HAVE A SIGNIFICANT EFFECT ON THE ENVIRONMENT. Ms. Katzoff then asked the Board members to approve an Inducement resolution for the Project authorizing the Agency to formally undertake the Project. Mr. Ryan asked for a motion to approve an Inducement resolution for the Project. Mr. Gamage made a motion. Mr. Schoenwald seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY APPROVED A RESOLUTION UNDERTAKING THE ACQUISITION, CONSTRUCTION, AND 4

5 EQUIPPING OF A CERTAIN PROJECT, APPOINTING THE COMPANY AGENT OF THE AGENCY FOR THE PURPOSE OF ACQUISITION, CONSTRUCTION, AND EQUIPPING OF THE PROJECT, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT BETWEEN THE AGENCY AND THE COMPANY. Ms. Katzoff then asked the Board to approve a Final resolution for the Project authorizing the Agency to execute documents relative to the Project. Mr. Ryan asked for a motion to approve a Final resolution. Mr. Schoenwald made the motion. Mr. Gamage seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY APPROVED A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS BY THE AGENCY IN CONNECTION WITH A CERTAIN PROJECT UNDERTAKEN AT THE REQUEST OF THE COMPANY. PRRC, Inc. (Price Rite) Ms. Katzoff advised the Board they were being asked to approve resolutions undertaking the Project. She said the first resolution, the SEQRA resolution, noted the Agency had determined the project to be an Unlisted Action, declared the Agency to be Lead Agency, and authorized the Agency to issue a Negative Declaration. Mr. Ryan asked for a motion authorizing a SEQRA resolution for the Project. Mr. Schoenwald made the motion. Mr. Price seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY APPROVED A RESOLUTION CLASSIFYING THE ACQUISITION OF A LEASEHOLD INTEREST, RENOVATION AND EQUIPPING OF A CERTAIN PROJECT AND APPOINTING THE COMPANY AGENT OF THE AGENCY FOR THE PURPOSE OF ACQUISITION OF A LEASEHOLD INTEREST, RENOVATION AND EQUIPPING OF THE PROJECT AS AN UNLISTED ACTION PURSUANT TO THE STATE ENVIRONMENTAL QUALITY REVIEW ACT, DECLARING THE AGENCY LEAD AGENCY FOR PURPOSES OF AN UNCOORDINATED REVIEW THEREUNDER AND DETERMINING THAT THE PROJECT WILL NOT HAVE A SIGNIFICANT EFFECT ON THE ENVIRONMENT. Ms. Katzoff next asked the Board to consider and approve an Inducement resolution allowing the Project to move forward. Mr. Ryan asked for a motion to approve an Inducement resolution for the Project. Mr. Gamage made the motion. Mr. Schoenwald seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY APPROVED A RESOLUTION UNDERTAKING THE ACQUISITION OF A LEASEHOLD INTEREST, RENOVATION AND EQUIPPING OF A CERTAIN PROJECT, APPOINTING THE COMPANY AGENT OF THE AGENCY FOR THE PURPOSE OF ACQUISITION OF A LEASEHOLD INTEREST, RENOVATION AND EQUIPPING OF THE PROJECT, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT BETWEEN THE AGENCY AND THE COMPANY. Ms. Katzoff then asked the Board to authorize a Final resolution for the Project. Mr. Ryan asked for a motion. Mr. Price made the motion. Mr. Schoenwald seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY APPROVED A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS BY THE AGENCY IN CONNECTION WITH A CERTAIN PROJECT UNDERTAKEN AT THE REQUEST OF THE COMPANY. 5

6 MAC Source Communications, Inc. Ms. Katzoff advised the Board they were being asked to approve resolutions undertaking the Project. Ms. Katzoff noted there was no SEQRA resolution as the Agency had determined that the Project constituted a Type II action requiring no further environmental review required under SEQRA. She then asked the Board to consider and approve an Inducement resolution for the Project. Mr. Ryan asked for a motion to approve an Inducement resolution for the Project. Mr. Gamage made the motion. Mr. Schoenwald seconded the motion. ALL BOARD MEMBERS UNANIMOUSLY A RESOLUTION UNDERTAKING THE ACQUISITION, RECONSTRUCTION, RENOVATION AND EQUIPPING OF A CERTAIN PROJECT, APPOINTING THE COMPANY AS AGENT OF THE AGENCY FOR THE PURPOSE OF THE ACQUISITION, RECONSTRUCTION, RENOVATION AND EQUIPPING OF THE PROJECT, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT BETWEEN THE AGENCY AND THE COMPANY. Ms. Katzoff then asked the Board to consider and approve a PILOT resolution for the Project. She noted the Project conformed to Agency s Uniform Tax Exemption Policy (UTEP) as a class 4 Project. There being no discussion, Mr. Ryan asked for a motion authorizing a PILOT Resolution for the Project. Mr. Schoenwald made the motion. Mr. Price seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY AUTHORIZED A RESOLUTION APPROVING A PAYMENT IN LIEU OF TAX SCHEDULE AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS BY THE AGENCY IN CONNECTION WITH A CERTAIN PROJECT UNDERTAKEN AT THE REQUEST OF THE COMPANY. Ms. Katzoff then asked the Board to consider and approve a Final resolution for the Project. Mr. Ryan asked for a motion to approve a Final resolution for the Project. Mr. Price made the motion. Mr. Schoenwald seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY APPROVED A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS BY THE AGENCY IN CONNECTION WITH A CERTAIN PROJECT UNDERTAKEN AT THE REQUEST OF THE COMPANY. Washington/ Walton Company, LLC Washington/ Walton Real Estate Company, Inc. Ms. Katzoff advised the Board the Company was requesting the Agency approve a mortgage and subordination agreement relative to the Company s obtaining $2,500,000 in permanent mortgage financing from Empire State Development Corp. for the Project. Mr. Ryan asked for a motion. Mr. Gamage made the motion. Mr. Schoenwald seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY AUTHORIZED A RESOLUTION APPROVING THE AGENCY S EXECUTION AND DELIVERY OF A MORTGAGE AND SUBORDINATION AGREEMENT RELATIVE TO THE COMPANY S OBTAINING PERMANENT FINANCING. After the resolution had passed Mr. Schoenwald asked if there was any risk to the Agency. Ms. Katzoff responded there was no risk whatsoever to SIDA. 6

7 Destiny USA Ms. Katzoff advised the Board the Company was requesting the Agency execute an IRS certification relative to Green Bonds issued by the Agency for the Project pursuant to a tax compliance agreement. Ms. Katzoff said the IRS had conducted an audit over the past year to determine whether the Company had met the requirements of the Tax Code relative to green bonds. The audit found the Company had complied with the requirements and the IRS issued a No Change letter to that effect. As a result, Ms. Katzoff advised the Board the Agency is obligated under IRS Code and in accordance with the terms of the Tax Compliance Agreement to issue a Net Benefit Certificate. Mr. Ryan asked and Ms. Katzoff confirmed that at this time, this is a formality required of the Board. Mr. Ryan asked for a motion. Mr. Schoenwald made the motion. Mr. Price seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY APPROVED A RESOLUTION AUTHORIZING THE ISSUER TO EXECUTE AND DELIVER TO THE IRS, AT THE REQUEST OF THE COMPANY AND IN ACCORDANCE WITH THE TERMS OF THE TAX COMPLIANCE AGREEMENT AND INTERNAL REVENUE CODE, A NET BENEFIT CERTIFICATE. VII. Adjournment There being no further business to discuss Mr. Ryan asked for a motion to adjourn the meeting. Mr. Schoenwald made the motion. Mr. Gamage seconded the motion. ALL BOARD MEMBERS PRESENT UNANIMOUSLY AGREED TO ADJOURN THE MEETING AT 9:25 A.M. 7