NYS Urban Development Corporation Meeting 37Th Floor Conference Room Thursday, 9/19/2019 9:30 - 11:30 AM ET

NYS Urban Development Corporation Meeting 37th Floor Conference Room Thursday, 9/19/2019 9:30 - 11:30 AM ET

I. Corporate Actions A. Approval of the Minutes of the August 8, 2019 and August 15, 2019 Directors' Meetings 080819 Draft ESD Minutes - Page 5 081519 Draft ESD Minutes - Page 12

B. Officer of the Corporation Appointment of President and Chief Executive Officer Designate; Ratification of Actions Appointment of Officer of the Corporation - Page 58

C. Committee Appointments Appointment of Directors to the Audit and Budget; Bond Financing; and Governance Committees ESD Committee Appointments - Page 61 Reports - Oral A. President's Report B. Spotlight Presentation - Division of Minority and Women Business Development C. Loans and Grants - Summary of Projects II. Projects A. Regional Council Award – Priority Project – Buffalo (Western New York Region – Erie County) – Gerard Place Community Center Capital – Regional Council Capital Fund (Capital Grants) Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed General Project Plan; Authorization to Make Grants and to Take Related Actions Gerard Place Community Center Capital - Page 64 Gerard Place Community Center Capital Photographs - Page 73 B. Buffalo (Western New York Region – Erie County) – DL&W Terminal 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; Determination of No Significant Effect on the Environment DL&W Terminal Capital - Page 74 DL&W Terminal Capital Photographs - Page 85 C. Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for MLK Park Commercial District 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; Determination of No Significant Effect on the Environment ESCDP-MLK Park Commercial District Capital - Page 87 D. Buffalo (Western New York Region – Erie County) – East Side Commercial District

______Master Page # 1 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Program (“ESCDP”) for Broadway Fillmore Commercial District 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; Determination of No Significant Effect on the Environment ESCDP-Broadway Fillmore Commercial District Capital - Page 100 E. Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for Kensington Bailey Commercial District 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; Determination of No Significant Effect on the Environment ESCDP-Kensington Bailey Commercial District Capital - Page 113 F. Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for Jefferson Avenue Commercial District 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; Determination of No Significant Effect on the Environment ESCDP-Jefferson Avenue Commercial District Capital - Page 125 G. Rochester (Finger Lakes Region – Monroe County) – University of Rochester Medicine 3D Organ Printing 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 University of Rochester Medicine 3D Organ Printing Capital - Page 138 University of Rochester Medicine 3D Organ Printing Capital Photographs - Page 148 H. Oswego (Central New York Region – Oswego County) – Super Dirt Week 2019 – 2025 at Oswego Speedway 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 Super Dirt Week at Oswego Speedway Capital - Page 151 Super Dirt Week at Oswego Speedway Capital Photographs - Page 161 I. Syracuse (Central New York Region – Onondaga County) - Morse Manufacturing – Building and Equipment Capital – Upstate 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 Morse Manufacturing-Building and Equipment Capital - Page 162 Morse Manufacturing-Building and Equipment Capital Photographs - Page 174 J. Regional Council Award – Priority Project - Auburn (Central New York Region – Cayuga County) – Currier Plastics 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 Currier Plastics Capital - Page 176 Currier Plastics Capital - Exhibit A New Markets Tax Credits Requirements - Page 189 Currier Plastics Capital Photographs - Page 193 K. Ithaca (Southern Tier Region – Tompkins County) – Cornell Smart Supply Capital and ______Master Page # 2 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Working Capital – Empire State Economic Development Fund – General Development Financing (Capital and Working 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 Cornell Smart Supply Capital and Working Capital - Page 194 L. Regional Council Award – West Carthage (North Country Region – Jefferson County) – Village of Carthage Wastewater 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 Village of Carthage Wastewater Capital - Page 204 Village of Carthage Wastewater Capital Photographs - Page 214 M. Regional Council Award – North Lawrence (North Country Region – St. Lawrence County) – North Country Diary 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 North Country Dairy Capital - Page 215 North Country Dairy Capital Photographs - Page 228 N. Regional Council Award – Glens Falls (Capital Region – Warren County) – Flomatic Plant Expansion 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 Flomatic Plant Expansion Capital - Page 230 III. New York Ventures

A. New York State Innovation Venture Capital Fund (“NYSIVCF”) Authorization of an Investment of NYSIVCF Funds in Ursa Space Systems NYSIVCF - Ursa Space Systems Inc - Page 243 IV. Empire State New Market Corporation A. Auburn (Central New York Region – Cayuga County) – Currier Plastics, Inc. - New Markets Tax Credit Sub-Allocation Findings and Determinations Pursuant to Sections 12 and 10(g) of the New York State Urban Development Corporation Act, as Amended (the “Act”) to Prioritize and Approve the Project, Adopt the Empire State New Market Corporation (“ESNMC”) General Project Plan (“GPP”) and Take All Related Actions Currier Plastics Inc-ESD - Page 249 Currier Plastics Inc-ESNMC - Page 256 B. Jamestown (Western New York Region – Chautauqua County) – The Chautauqua Center, Inc. - New Markets Tax Credit Sub-Allocation Findings and Determinations Pursuant to Sections 12 and 10(g) of the New York State Urban Development Corporation Act, as Amended (the “Act”), to Prioritize and Approve, Adopt the Empire State New Market Corporation (“ESNMC”) General Project Plan (“GPP”), Make a Determination of No Significant Effect on the Environment, and Take All Related Actions The Chautauqua Center-ESD - Page 269 ______Master Page # 3 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 The Chautauqua Center-ESNMC - Page 276 V. Administrative Actions

A. Elmont (Nassau County) – Belmont Park Redevelopment Authorization to Amend a Contract with Greenberg Traurig LLP for Environmental Legal Services Related to Belmont Park Redevelopment Civic and Land Use Improvement Project Belmont Park Redevelopment - Page 288 B. City of Rochester (Monroe County) – Proposed Disposition of the SUNY Brockport MetroCenter Authorization to Acquire and Dispose of Real Property in Accordance with the Applicable Provisions of the Public Authorities Law; Determination of No Significant Effect on the Environment and Take Related Actions SUNY Brockport MetroCenter - Page 293

C. Procurement of Developer of a Database of Economic Incentives Authorization to Enter into a Contract for Services to Develop a Database of Economic Incentives and to Take Related Actions Database of Economic Incentives - Page 296

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NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a Empire State Development Meeting of the Directors New York City Regional Office 633 Third Avenue 37th Floor Conference Room New York, New York 10017

August 8, 2019

MINUTES

In Attendance Howard A. Zemsky, Chair Directors: Robert R. Dyson Hilda Rosario Escher Heather McArn – Designee – Superintendent of the NYS Department of Financial Services

Present for ESD: Destiny Burns, Senior Director – Community Relations Thomas Conoscenti, Vice President – Real Estate Development Holly Leicht, Executive Vice President – Real Estate Development and Public/Private Partnership Kathleen Mize, Deputy Chief Financial Officer and Controller Debbie Royce, Corporate Secretary Rachel Shatz, Vice President – Planning and Environmental Review Kevin Younis, Chief Operating Office and Executive Deputy Commissioner

Also Present: The Press The Public

The meeting of the Directors of the New York State Urban Development Corporation

(“UDC”) d/b/a Empire State Development (“ESD” or the “Corporation”) was called to order at

3:04 p.m. by Chair Zemsky. It was noted for the record that the time and place of the meeting

had been given in compliance with the New York State Open Meetings Law.

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Next, the Chair set forth the guidelines regarding comments by the public on matters on

the Agenda as well as with regard to any conflicts of interest the Directors may have regarding

items on the Agenda.

Chair Zemsky noted the Directors were being asked to adopt the findings and affirm the

Modified General Project Plan for the Belmont Park Redevelopment Civic and Land Use

Improvement Project.

Chair Zemsky then asked the Directors if anyone had any potential conflict of interest

with respect to the item on the Agenda and if so, asked that they make an appropriate

disclosure on the record and recuse themselves from any discussion or vote on the item.

Noting no conflicts, Chair Zemsky then called for a motion to approve the Minutes of the

July 8, 2019 Directors’ meeting. There being no additions, changes or corrections, upon motion

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

APPROVAL OF MINUTES AND RATIFICATION OF ACTIONS TAKEN AT THE JULY 8, 2019 MEETING OF THE DIRECTORS OF THE NEW YORK STATE URBAN DEVELOPMENT CORPORATION

RESOLVED, that the Minutes of the meeting of the Corporation held on July 8, 2019, as presented to this meeting, are hereby approved and all actions taken by the Directors present 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 introduced Tom Conoscenti and Rachel Shatz to present the 2 ______Master Page # 6 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 DRAFT – SUBJECT TO REVIEW AND REVISION

Belmont Park Redevelopment Civic and Land Use Improvement project for the Directors’

consideration.

Mr. Conoscenti explained that the Directors were being asked to adopt findings

pursuant to the New York State Environmental Quality Review Act (“SEQRA”); make required

New York State Urban Development Corporation Act findings; affirm the Modified General

Project Plan; acquire and dispose of real property; and take all related actions.

Mr. Conoscenti further explained that at their meeting on July 8th, the Director’s

accepted the Final Environmental Impact Statement (“FEIS”) as complete.

Mr. Conoscenti noted that ESD presented a summary of the feedback received on the

Draft Environmental Impact Statement and the General Project Plan (“GPP”); gave a summary

of ESD’s ongoing community outreach efforts; and gave an overview of the programmatic

changes to the project as a result of the feedback that ESD received throughout the process.

Mr. Conoscenti further noted that although not required, ESD proactively solicited and

accepted public comment on the EIS for over three weeks following its issuance.

Mr. Conoscenti then gave a brief recap noting that the process began in July of 2017

with the release of a Request for Proposals to develop 43 acres of property at Belmont Park and

later that year New York Arena Partners was selected and conditionally designated to

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Mr. Conoscenti then noted the following: in February of 2018, the Community Advisory

Committee was formed to facilitate open communication between the residents and other

stakeholders; throughout 2018 and 2019 several public hearings were held on the Project; a

hearing to review the EIS scope of work was held; a public Q & A was held; a public hearing over

three days on the DEIS and GPP was held; the public was given the opportunity to speak at ESD

Board meetings; and three public comment periods were held.

Mr. Conoscenti noted that as a result of these meetings, the GPP has been modified to

reflect changes to the Project design, program and related business terms. He further noted

that in response to public feedback, the maximum height of the hotel has been reduced from

250 feet to 150 feet and the retail footprint was also reduced from 435,000 square feet to

350,000 square feet.

Mr. Conoscenti also noted that in addition to the above noted changes, there were

other changes made to the Project both offsite and onsite.

Next, Ms. Shatz gave a summary of comments received on the FEIS.

Following the full presentation, the Chair noted that there were members of the public

present who wished to provide comments. He reminded them to adhere to the time allowed

for each speaker in order to afford as many people as possible the opportunity to speak.

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Ms. Destiny Burns began calling the members of the public to speak.

It is noted that there were 38 speakers, some providing comments as individuals and

others representing a particular group or organization.

Following all of the public comments being provided, the Chair thanked everyone for

taking the time to join the meeting and providing comments. He then called for any further

questions from the Directors or comments from the public. Hearing none, and upon motion

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

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT - Town of Hempstead (Nassau County) – Belmont Park Redevelopment Civic and Land Use Improvement Project – Adoption of Findings Pursuant to the New York State Environmental Quality Review Act (“SEQRA); Findings Pursuant to Section 10 of the New York State Urban Development Corporation Act of 1968, as Amended (the “UDC Act”); Authorization to Affirm the Modified General Project Plan (“GPP”); Authorization to Acquire and Dispose of Real Property and Implement the Project; Authorization to Take All 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 Belmont Park Redevelopment Civic and Land Use Improvement Project (the “Project”), the Corporation hereby makes and adopts pursuant to the State Environmental Quality Review Act the following findings and determinations, which findings and determinations are made after full consideration of the Findings Statement, attached to the Materials, which statement is hereby adopted by the Corporation and made part of the Materials filed with the records of the Corporation:

 The Corporation has given consideration to the Final Environmental Impact Statement (“FEIS”) prepared for the Project, including the comments received on the FEIS;

 The requirements of the SEQRA process, including the implementing regulations of the New York State Department of Environmental Conservation, have been met;

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 Consistent with social, economic and other essential considerations from among the reasonable alternatives available, the Project is one that avoids or minimizes adverse environmental effects to the maximum extent practicable, including the effects disclosed in the FEIS;

 Consistent with social, economic and other essential considerations, to the maximum extent practicable, adverse environmental effects revealed in the environmental impact statement process will be avoided or minimized to the maximum extent practicable by incorporating as conditions to the decision those mitigative measures which were identified as practicable; and

and be it further

RESOLVED, that, based on the Materials, the Corporation hereby finds pursuant to Section 10 of the New York State Urban Development Corporation Act of 1968, as amended (the “UDC Act”):

1. That the area in which the Project is to be located is a substandard or insanitary area or is in danger of becoming a substandard or insanitary area and tends to impair or arrest the sound growth and development of the municipality;

2. That the Project consists of a plan or undertaking for the clearance, re-planning, reconstruction and rehabilitation of such area and for recreational and other facilities incidental or appurtenant thereto;

3. That the plan or undertaking affords maximum opportunity for participation by private enterprise, consistent with the sound needs of the municipality;

4. That there exists in the area in which the Project is to be located, a need for the educational, cultural, recreational, community, municipal, public service(s) or other civic facility to be included in the Project;

5. That the Project shall consist of a building or buildings or other facilities which are suitable for educational, cultural, recreational, community, municipal, public service or other civic purposes;

6. That such Project will be leased to or owned by the State or an agency or instrumentality thereof, a municipality or an agency or instrumentality thereof, a public corporation, or any other entity which is carrying out a community, municipal, public service or other civic purpose, and that adequate provision has been, or will be made for the payment of the cost of acquisition, construction, operation, maintenance and upkeep of the Project; and

7. That the plans and specifications assure or will assure adequate light, air, sanitation and fire protection;

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RESOLVED, that on the basis of the Materials, indicating that there are no families or individuals to be displaced from the Project area, the Corporation hereby finds that the requirements of Section 10(g) of the UDC Act are satisfied; and be it further

RESOLVED, that based on the Materials, and substantially on the terms and conditions described in the Materials, the Corporation pursuant to the UDC Act does hereby modify and affirm as modified the General Project Plan (the “GPP”) for the Project submitted to this meeting, together with such changes therein as the President or Chief Executive Officer of the Corporation or his or her designee(s) may deem appropriate, a copy of which GPP, together with such changes is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that based on the Materials, and substantially on the essential terms and conditions described in the Materials, the Corporation is hereby authorized to enter into and effect all transactions described in the Materials or as may be deemed necessary or beneficial to the Corporation in order to effect the Project together with such changes therein as the President or Chief Executive Officer of the Corporation or his or her designee(s) may deem appropriate; and be it further resolved

RESOLVED, that the President of Chief Executive Officer, or his or her designee(s), be, and each of them hereby is, authorized in the name of and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as may be considered necessary or appropriate in connection with carrying out the Project and to effectuate the foregoing resolutions.

* * *

There being no further business, the meeting was adjourned at 5:00 p.m.

Respectfully submitted,

Debbie Royce Corporate Secretary

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NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a Empire State Development Meeting of the Directors New York City Regional Office 633 Third Avenue 37th Floor Conference Room New York, New York 10017

August 15, 2019

MINUTES

In Attendance Howard A. Zemsky, Chair Directors: Robert R. Dyson Hilda Rosario Escher Cesar A. Perales Eric J. Gertler Heather McArn – Designee – Superintendent of the NYS Department of Financial Services

Present for ESD: Alyson Beha, Vice President – Real Estate Development & Planning Simone Bethune, Project Manager Jonathan Beyer, Senior Counsel Momo Bi, Director - NYS Innovation Venture Capital Fund Douglas Bressette, Treasurer Rachel Bruce, Policy Advisor - ESD London Cruz, Paralegal and Assistant Corporate Secretary Elizabeth Fine, Executive Vice President – Legal and General Counsel Jonevan Hornsby, Assistant Vice President – Portfolio Management Tobi Jaiyesimi, Director – Atlantic Yards Development Corporation Elaine A. Kloss, Chief Financial Officer Edwin Lee, Senior Vice President – Economic Incentives Holly Leicht, Executive Vice President – Real Estate Development Public/Private Partnership Benson Martin, Director of Compliance Kathleen Mize, Deputy Chief Financial Officer and Controller Glendon McLeary, Vice President – Economic Incentives Richard Newman, Executive Vice President & Chief of Staff

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Pravina Raghavan, Executive Vice President – Small Business and Technology Development Lenox Ruiz, Vice President – Global New York Regina Stephens, Paralegal – Special Projects Assistant Emma Sukenik, Project Associate Valerie White, Director – Division of Minority and Women Business Development Kevin Younis, Chief Operating Office and Executive Deputy Commissioner

Also Present: Kelly Baquerizo, Market New York Program Vincent Esposito, Director – Finger Lakes Regional Office James Fayle, Director – Central New York Regional Office Erin Hynes, North Country Regional Office Donna Howell, Director – Southern Tier Regional Office Amanda Mays, Director – Western New York Regional Office Michael Yevoli, Director – Capital Regional Office

Also Present: Alex Gress – 43North (via telephone) Kisha Santiago, Deputy Secretary of State for Development, Planning and Community Infrastructure – NYS Department of State (via telephone) Tom Scribner – Cornell University (via telephone)

Public Speakers: Elizabeth Martin Keith Smart – Chelsea Piers David Tewksbury – Chelsea Piers Gib Viconi – Prospect Heights Neighborhood Development Council

The Press The Public

The meeting of the Directors of the New York State Urban Development Corporation

(“UDC”) d/b/a Empire State Development (“ESD” or the “Corporation”) was called to order at

9:32 a.m. by Chair Zemsky. It was noted for the record that the time and place of the meeting

had been given in compliance with the New York State Open Meetings Law.

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Next, the Chair set forth the guidelines regarding comments by the public on matters on

the Agenda as well as with regard to any conflicts of interest the Directors may have regarding

items on the Agenda.

Chair Zemsky noted that he would recuse himself from the vote regarding the project

related to Seneca 1 Tower – 43North LLC.

Chair Zemsky then called for a motion to approve the Minutes of the July 18, 2019

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

and seconded, the following resolution was unanimously adopted:

APPROVAL OF MINUTES AND RATIFICATION OF ACTIONS TAKEN AT THE JULY 18, 2019 and MEETING OF THE DIRECTORS OF THE NEW YORK STATE URBAN DEVELOPMENT CORPORATION

RESOLVED, that the Minutes of the meeting of the Corporation held on July 18, 2019, as presented to this meeting, are hereby approved and all actions taken by the Directors present at such meeting as set forth in such Minutes, are hereby in all respects ratified and approved as actions of the Corporation.

* * *

The Chair then called Lenox Ruiz, the Vice President of Global NY to give the spotlight

presentation.

Chair Zemsky then asked Glendon McLeary to present a summary of the project items

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on the Agenda. Chair Zemsky explained that following this brief presentation, he would call

upon the individual Regional Directors or their representatives to present the projects from

their region.

Mr. McLeary noted that the Directors will be asked to consider 12 projects totaling

$40,689,992 in grants, which include one Buffalo Billion award, six Regional Council Awards and

six Discretionary awards.

Mr. McLeary further explained that these projects will take place across various New

York State regions, and will leverage over $47 million of additional investment and retain 269

jobs and create 50 new jobs in the State.

Chair Zemsky then called on Amanda Mays, Director of ESD’s Western New York

Regional Office to present the next item on the Agenda for the Directors’ consideration.

Ms. Mays explained that the Directors were being asked to approve a Downtown

Revitalization Innovation Cluster grant in the amount of $1.5 million to 43North LLC.

Ms. Mays further explained that the grant will be used for design, construction,

renovations, furniture, fixtures and equipment costs associated with the build out of a new

office space located at Seneca 1 Tower.

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Ms. Mays noted that Alex Gress, the President and CEO of 43North was on the

telephone.

The Chair asked Mr. Gress if he wanted to say anything regarding the project.

Mr. Gress thanked ESD for all of the support received and noted that 43North is very

proud of the 530 jobs that have been created over the last five years in Western New York.

Following the full presentation of both projects, the Chair called for questions or

comments. Hearing none, and upon motion duly made and seconded, the following resolution

was unanimously adopted:

Buffalo (Western New York Region – Erie County) – 43North Expansion 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 43North Expansion – 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 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 of the Corporation or his designee(s) that no substantive negative testimony or comment has been

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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 or his designee(s) be, and each of them hereby is, authorized to make to Buffalo Niagara Medical Campus a grant for a total amount not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) 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 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 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 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.

* * *

The Chair then called on Vincent Esposito, Director of ESD’s Finger Lakes Regional Office

to present the next three items on the Agenda for the Directors’ consideration.

The first project Mr. Esposito presented involved a Regional Council Capital Fund grant

in the amount of $1 million to Unither Pharmaceuticals which make single-dose medicine

products in Henrietta, New York.

Mr. Esposito explained that the grant would be used for a $10.8 million expansion and

equipment modernization which was completed in April.

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The second project Mr. Esposito presented, involved an Upstate Revitalization Initiative

grant in the amount of $5.4 million to Monroe Community College.

Mr. Esposito explained the grant would be used for a location change. The project was

originally intended to be located at the Eastman Kodak Park, but once the project was

approved, Monroe Community College’s downtown campus proved to be a more suitable

location.

The third project Mr. Esposito presented, is a continuation of Luminate NY, but will be

called the Photonic’s Venture Challenge and noted that this project was very similar to the

43North project.

Mr. Esposito further explained that this project is a business competition, accelerated

program run by Next Corp. for photonics, optics and imaging startup companies.

Mr. Esposito noted that the grant is in the amount of $15 million for a three year

extension of the competition program, which has recently completed its second year and

operates out of the Stickley Building in downtown Rochester.

Following the full presentation of all three projects, the Chair called for questions or

comments. Hearing none, and upon motion duly made and seconded, the following resolutions

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were unanimously adopted:

Regional Council Award – Priority Project – Rochester (Finger Lakes Region) – Monroe County) – Unither Capital – Regional Council Capital Fund (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 Unither 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 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 or his designee(s) be, and each of them hereby is, authorized to make to Unither US Corporation 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 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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necessary or proper to effectuate the foregoing resolutions.

* * *

Rochester (Finger Lakes Region – Monroe County) – Monroe Community College Capital – Upstate Revitalization Initiative (Capital Grant) – Findings and Determinations Pursuant to Section 10(g) of the Act; Authorization to Adopt the Proposed Modified General Project Plan; Authorization to Make a Grant and to Take Related Actions

RESOLVED, that on the basis of the materials presented, a copy of which is hereby ordered filed with the records of the Corporation, relating to the Monroe Community College Capital -- Upstate Revitalization Initiative (Capital Grant) Project (the “Project”), the Corporation hereby affirms 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 the proposed Modified General Project Plan (the “Plan”) for the Project, 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 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 of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Monroe Community College a grant for a total amount not to exceed Five Million Four Hundred Thousand Dollars ($5,400,000) from the Upstate 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 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 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

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* * *

Rochester (Finger Lakes Region – Monroe County) – Luminate NY Renewal Working Capital – Upstate Revitalization Initiative (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 Luminate NY Renewal Working Capital – Upstate Revitalization Initiative (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 of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to NextCorps Inc. a grant for a total amount not to exceed Fifteen Million Dollars ($15,000,000) from the Upstate 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 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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* * *

Chair Zemsky then called on James Fayle, Director of ESD’s Central New York Regional

Office to present the next three items on the Agenda for the Directors’ consideration.

The first project Mr. Fayle presented involved a Regional Council Capital Fund grant in

the amount of 800,000 to Acropolis Center Redevelopment.

Mr. Fayle explained that the project consists of the purchase and renovation of 66,000

square feet at Salina Street, which is a main portion of their downtown area, as well as an

additional 4,000 square feet that will be used for commercial use.

The second project Mr. Fayle presented involved a Downtown Revitalization Initiative

grant in the amount of $270,752 to Vine Health and Fitness.

Mr. Fayle explained that the grant would be used for the construction of a full service

fitness center in downtown Cortland and was completed in the Fall of 2018.

The third project Mr. Fayle presented involved a Regional Council Capital Fund grant in

the amount of $900,000 to the Redhouse Arts Center.

Mr. Fayle explained that the grant would be used to relocate the playhouse to a section

of downtown Syracuse on Salina Street and the project was completed in March of 2018.

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Following the full presentation of all three projects, the Chair called for questions or

comments. Mr. McLeary noted that the grant for the Redhouse Arts Center is actually $1.3

million.

Chair Zemsky then called for any further questions or comments. Hearing none, and

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

Regional Council Award – Syracuse (Central New York Region – Onondaga County) – Acropolis Center Redevelopment 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 Acropolis Center Redevelopment 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 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 of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Acropolis Center a grant for a total amount not to exceed Eight Hundred Thousand Dollars ($800,000) 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 of the Corporation or his designee(s) may

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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 – Syrcase (Central New York Region – Onondaga County) – Acropolis Center Redevelopment 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 Acropolis Center Redevelopment Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

Cortland (Central New York Region – Cortland County) – Vine Health and Fitness 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 Vine Health and Fitness 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

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RESOLVED, that upon written finding of the President and Chief Executive Officer 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 of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Vine Health and Fitness a grant for a total amount not to exceed Two Hundred and Seventy Thousand, Seven Hundred and Fifty Two Dollars ($270,752) 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 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 – Syracuse (Central New York Region – Onondaga County) – Redhouse Arts and Culture Complex 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

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hereby ordered filed with the records of the Corporation, relating to the Redhouse Arts and Culture Complex 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 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 of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Redhouse Arts Center a grant for a total amount not to exceed One Million Three Hundred Thousand Dollars ($1,300,000) 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 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

* * *

The Chair then called on Michael Yevoli, Director of ESD’s Capital Regional Office to

present the next item on the Agenda for the Directors’ consideration.

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Mr. Yevoli explained that the Directors were being asked to approve a Regional Council

Capital Fund grant in the amount of $2.9 million to Advanced Manufacturing Training Capital.

Mr. Yevoli further explained that the grant would be used for renovations and

expansions to Hudson Valley Community College‘s main campus in Troy, New York along with

the purchase and installation of machinery and equipment to increase enrollment in their

advanced manufacturing technology program.

Mr. Yevoli noted that the project was completed and a ribbon cutting was scheduled for

August 27th, with the center opening on September 2nd in time to start the 2019-2020 academic

year.

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

noted for the record that Director Perales wanted to recuse himself regarding the vote on this

project. Hearing no other questions or comments, and upon motion duly made and seconded,

the following resolution was unanimously adopted:

Regional Council Award – Priority Project –Troy (Capital Region – Rensselaer County) – Advanced Manufacturing Training Capital – Regional Council Capital Grant 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 Advanced 16 ______Master Page # 27 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 DRAFT – SUBJECT TO REVIEW AND REVISION

Manufacturing Training Program -- Regional Council Capital Grant 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 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 or his designee(s) be, and each of them hereby is, authorized to make to Hudson Valley Community College a grant for a total amount not to exceed TWO MILLION NINE HUNDRED THOUSAND Dollars ($2,900,000) from the Regional Council Capital Grant 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 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 based on the material submitted to the Directors with respect to the Advanced Manufacturing Training Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

The Chair then called on Donna Howell, Director of ESD’s Southern Tier Regional Office

to present the next project on the Agenda for the Directors’ consideration.

Ms. Howell first introduced Tom Scriber from Cornell University, the Director of the

Center for Regional Economic Advancement, as well as Cornell University’s Entrepreneur in

Residence who was joining her on the call.

Next, Ms. Howell explained that the Directors were being asked to approve an Upstate

Revitalization Initiative grant in the amount of $15 million to the New York Food & Agriculture

Challenge which is now called, Grow New York.

Ms. Howell noted that this project involves three regions: the Southern Tier, Central

New York and Finger Lakes Regions. She explained that the grant will be used to attract new

companies to the regions, as well as to cultivate those companies already located in these

regions to establish the area as the food and agriculture innovation center.

Ms. Howell further noted that Cornell, in partnership with the Center for Regional

Economic Advancement, will manage a portfolio program to support entrepreneurship and

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innovation across the State.

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

none, and upon motion duly made and seconded, the following resolution was unanimously

adopted:

Regional Council Award – Priority Project – (Southern Tier, Finger Lakes, Central New York Regions – Multiple Counties) – New York Food & Agriculture Challenge (Grow-NY) Working Capital – Upstate Revitalization Initiative (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 New York Food & Agriculture Challenge (Grow-NY) Working Capital – Upstate Revitalization Initiative (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 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 Fifteen Million Dollars ($15,000,000) from the Upstate 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 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

* * *

The Chair then called on Erin Hynes from the North Country Regional Office to present

the next item on the Agenda for the Directors’ consideration.

Ms. Hynes explained that the Directors were being asked to approve a Regional Council

Capital Fund grant and a Downtown Revitalization Initiative grant in the amount of $1,275,000

to Doolittle and Hall LLC, which will be used for a two-phased, $4.2 million project to renovate

and modernize a historic building in downtown Watertown for commercial purposes.

Ms. Hynes further explained that the project has allowed the company to restore,

market and fill its five storefronts with new, vibrant downtown businesses and to renovate and

lease two of three new second floor office suites.

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

none, and upon motion duly made and seconded, the following resolution was unanimously

adopted:

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Regional Council Award – Priority Project – Watertown (North Country Region – Jefferson County) – Lincoln Building Renovation Capital – Regional Council Capital Fund and Downtown Revitalization Initiative (Capital Grants) – Findings and Determinations Pursuant to Section 10(g) 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 Lincoln Building Renovation Capital R- Regional Council Capital Fund and Downtown Revitalization Initiative (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 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 of the Corporation or his designee(s) be, and each of them hereby is, authorized to make to Doolittle & Hall LLC two grants for a total amount not to exceed One Million Two Hundred and Seventy-Five Thousand Dollars ($1,275,000) from the Regional Council Capital Fund and 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 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 or his designee(s) be, and each of

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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.

* * *

Next, the Chair called on Kelly Baquerizo to present the Market New York Grant

Program item on the Agenda for the Directors’ consideration.

Ms. Baquerizo explained that the Directors were being asked to approve one grant in

the amount of $254,240 to the Association of Surfing Professionals d/b/a World Surf League.

Ms. Baquerizo further explained that this is a for-profit organization, which will use the

grant to promote Long Island and New York State, highlighting the region as a world class

surfing and coastal destination by launching a landmark professional surfing competition.

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

none, and upon motion duly made and seconded, the following resolution was unanimously

adopted:

Statewide – Market New York Program (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 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

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area; 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 Assistance up Project Name Project # Grantee to Market New York Program Association of Surfing World Surf League Working A. 132,466 Professionals d/b/a World $254,240 Capital Surf League TOTAL MARKET NY PROJECT-1 TOTAL $254,240

and be it further

RESOLVED, that the President and Chief Executive Officer 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.

* * *

Next, Chair Zemsky called on Simone Bethune to present the August Non-Discretionary

Consent Calendar project on the Agenda for the Directors’ consideration.

Ms. Bethune explained that the Directors were being asked to approve a capital grant in

the amount of $990,000 to the City of Watertown, which will be used to rehabilitate three

buildings measuring 42,000 square feet into a mixed-use development on Court Street.

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Ms. Bethune further explained that the project will create space for several small scale

retail businesses and 15 market rate apartments.

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

none, and upon motion duly made and seconded, the following resolution was unanimously

adopted:

Statewide – Restore NY Communities (Capital Grant) – 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 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 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 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 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 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 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 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

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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

Village, Grantee Project Name Project # Grant County Town, City City of Watertown - City of Court St. Commons A. 131,744 $990,000 Watertown Jefferson Watertown Redevelopment RESTORE NY V Total RESTORE TOTAL $990,000 NY –1 Project

RESOLVED, that the President and Chief Executive Officer 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.

* * *

Chair Zemsky then called Momo Bi and Pravina Raghavan to present the four New York

Venture projects on the Agenda for the Directors’ consideration.

The first project Ms. Raghavan presented involved an investment of $500,000 in Series A

Preferred stock to Kangarootime, Inc.

Ms. Raghavan noted that Kangarootime is a Buffalo based New York software service

company that provides mobile, all in one online child care management platforms to childcare

centers.

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The next NYSIVCF project Ms. Raghavan presented involved an investment of up to

$500,000 in convertible notes to Urban Electric Power.

Ms. Bi presented the next two NYSIVCF projects. The first project she presented

involved an investment of up to $500,000 in Series B Preferred stock to GiveGab, Inc.

Ms. Bi explained that GiveGab has developed a platform that manages fund raising and

donor management activities for non-profits.

Ms. Bi further explained that in order to fund its activities over the next 18 to 24

months, GiveGab is reopening the Series A round and raising $1.5 million in preferred equity

with the same terms and valuation.

Ms. Bi noted that the post money valuation on the round, including conversion of the

previous convertible note will be $27 million.

The final NYSIVCF project involved an investment of up to $333,000 in Series C financing

to Soundmind, Inc.

Ms. Bi explained that this is the first time Soundmind has received New York State

funding and that it is a minority and women-owned software service company in New York City.

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Ms. Bi further explained that Soundmind provides conversational artificial intelligence

applications to institutions and consumers in the senior care space.

Following the full presentations, the Chair called for questions or comments. Director

Escher asked for further clarification regarding depression among seniors.

Ms. Bi explained that facilities have done monthly surveys on the depression rate of

seniors and were able to track it for six months after deploying Soundmind.

Director Gertler asked if the batteries manufactured by Urban Power were for

stationary uses for both residential and manufacturing and Ms. Raghavan stated that that was

correct.

Director Gertler asked if the batteries could be used in cars and Ms. Raghavan stated

that they could not be used for cars.

Director Gertler then asked for further clarification on the valuation staying the same

regarding GiveGab.

Ms. Bi explained that it’s reopening the Series A that was previously conducted so that

they can keep the other terms streamlined for a very fast round of fund raising in order to

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provide the working capital to support a large team that is paid on an expense basis to prepare

for the next round of fund raising.

The Chair then called for any further questions or comments. Hearing none, and upon

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

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 Kangarootime, Inc.

RESOLVED, that on 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, relating to the New York State Innovation Venture Capital Fund (the “Fund”), the Corporation is authorized to make an investment, in an amount not to exceed $500,000, in Kangarootime, Inc. (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 of the Corporation or his or her 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

RESOLVED, that the President and Chief Executive Officer of the Corporation or his 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.

* * *

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NEW YORK STATE URBAN DEVELOLPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT – New York State Innovation Venture Capital Fund - Authorization of an Investment of NYSIVCF Funds in Urban Electric Power Inc.

RESOLVED, that on 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, relating to the New York State Innovation Venture Capital Fund (the “Fund”), the Corporation is authorized to make an investment, in an amount not to exceed $500,000, in Urban Electric Power, Inc. (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

* * *

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 GiveGab, Inc.

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 $500,000, in GiveGab, Inc. (the “Company”) and to enter into agreements and related documentation with the Company and the investment 29 ______Master Page # 40 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 DRAFT – SUBJECT TO REVIEW AND REVISION

entities named in the Materials in order to effect such investment; and be it further

* * *

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 Soundmind, Inc.

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 “Fund”), the Corporation is authorized to make an investment, in an amount not to exceed $333,000 in Soundmind (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 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

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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

* * *

Chair Zemsky then called on Jonathan Beyer to present two Empire State New Market

tax credit items on the Agenda for the Director’s consideration.

The first project Mr. Beyer presented, involved the approval of a reallocation of up to $2

million in previously approved New Market Tax Credit financing to an affiliate of ALDI, Inc. to

finance the construction and/or renovation of an ALDI food store in Buffalo and a store in

Ogdensburg, New York.

Mr. Beyer explained that the Ogdensburg store is no longer an option for timely support

from New Market Tax Credits, so a store in Oswego is being requested as a replacement.

Mr. Beyer further explained that at the ESNMC board meeting held yesterday adopted a

General Project Plan to amend its original approval to reflect the substitution.

Mr. Beyer noted that the financing will still be used by the borrower to pay for

renovation costs, purchase equipment and pay related costs.

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Lastly, Mr. Beyer noted that the project will meet two UDC Act goals by creating and

retaining jobs in low income communities and increasing the provision of goods and services for

low income community residents which would otherwise not be available.

The second project Mr. Beyer presented, involved the approval of an ESNMC allocation

of up to $4 million in federal New Market Tax Credits to make two investments. The first

investment will be the historic rehabilitation of a building located on a brownfield site to create

a small business incubator focused on the food industry located at 37 Chandler Street. The

second investment will be for the purchase of equipment and working capital related expenses

related to the expansion of a woman-owned local brewery located at 166 Chandler Street,

known as The Thin Man Brewery Project.

Mr. Beyer noted that both projects have received strong support from local

stakeholders and are part of the Neighborhood Redevelopment Plan and the Tonawanda Street

Corridor brownfield opportunity area.

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

Zemsky noted that typically ESD does not support retail projects, but this project is consistent

with the New Market Tax Credit federal legislation.

Chair Zemsky also made a note that going forward it is hoped that ESD would not bring

supermarket projects to the board.

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Director Dyson inquired about the tax credits for both projects.

Mr. Beyer explained that the tax credit is for the company’s investment in the project.

He explained that the company invests a certain amount of money and they then receive a

credit that offsets their other tax liabilities.

Director Dyson asked what the implications would be if the ALDI project is not

approved.

Ms. Leicht noted that it is very difficult to get grocery stores to move into low income

neighborhoods which then cause the residents to shop for groceries at bodegas and are then

required to pay twice as much for their food than residents who live in middle and upper

income neighborhoods.

Chair Zemsky then called for any further questions or comments. Hearing none and

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

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – New York State (St. Lawrence County and Erie County) – ALDI Stores – Remodels (“Project”) – Findings and Determinations Pursuant to Sections 12 and 10(g) of the New York State Urban Development Corporation Act, as Amended (the “Act”); Authorization to Prioritize, Amend and Approve the Project, Amend the Prior Authorization, Adopt and Ratify Empire State New Market Corporation (“ESNMC”) Board Findings and General Project Plan, and Take Related Actions

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RESOLVED, that on the basis of the materials presented to this meeting, copies of which are hereby ordered filed with the records of the New York State Urban Development Corporation d/b/a Empire State Development (the “Corporation”), relating to the Project, the Corporation hereby selects and approves the Project, in accordance with the requirements of Section 12 and 10(g) of the Act, based on the proposed ESNMC General Project Plan (the “GPP”) for the Project submitted to this meeting, together with such changes therein as the ESNMC President or his designee(s) may deem appropriate, a copy of which GPP, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that, in accordance with Section 16(2) of the Act, upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the GPP, such GPP shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to approve the Project, including the sub-allocation of $2,000,000 of NMTCs, 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 of the Corporation or his designee(s) may deem appropriate; and be it further

RESOLVED, that pursuant to Section 10(g) of 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 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; and be it further

RESOLVED, that any actions previously taken by the Corporation in furtherance of the actions authorized herein are hereby ratified and approved.

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Buffalo (Western New York Region – Erie County) – 37 Chandler Street and Thin Man Brewery (collectively, the “Projects”) – Findings and Determinations Pursuant to Sections 12 and 10(g) of the New York State Urban Development Corporation Act, as Amended (the “Act”) to Approve the Projects for New Markets Tax Credits and to Take Related Actions

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10(g) of the Act, based on the proposed ESNMC General Project Plan (the “GPP”) for the Projects submitted to this meeting, together with such changes therein as the ESNMC President or his designee(s) may deem appropriate, a copy of which GPP, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that, in accordance with Section 16(2) of the Act, upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the GPP, such GPP shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to approve the Projects, including the sub-allocation of $4,000,000 of NMTCs, 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 of the Corporation or his designee(s) may deem appropriate; and be it further

RESOLVED, that pursuant to Section 10(g) of the Act, that there are no families or individuals to be displaced from the location of the Projects; and be it further

RESOLVED, that any actions previously taken by the Corporation in furtherance of the actions authorized herein are hereby ratified and approved.

* * *

Chair Zemsky then called on Tobi Jaiyesimi to present the Atlantic Yards Land Use

Improvement and Civic Project item on the Agenda for the Directors’ consideration.

Ms. Jaiyesimi explained that the Directors were being asked to authorize amendments

to the Atlantic Yards Project’s Modified General Project Plan and to authorize all related

actions.

Ms. Jaiyesimi noted various proposed modifications to certain aspects of the project,

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including significant infrastructure improvements, transit connections and community benefits,

some of which include a health care facility, a public school, an intergenerational community

center and eight acres of public open space.

Ms. Jaiyesimi also noted that the project will create 2,250 affordable housing units for

low and middle income residents.

Ms. Jaiyesimi then called on Rachel Shatz, the Vice President of Environmental Planning

and Review to discuss the environmental analysis that was conducted for this proposed

modification.

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

there were members of the public present, Yvonne Cooper called each person to comment on

the related project.

Chair Zemsky then called for any further questions or comments. Hearing none and

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

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT CORPORATION - Brooklyn (Kings County) – Atlantic Yards Land Use Improvement and Civic Project - Authorization to Amend the Modified General Project Plan; 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 Corporation hereby authorizes the proposed modifications set forth in the Materials; and be it further

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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.

* * *

The Chair then called on Emma Sukenik to present the next item on the Agenda related

to the Restoration Center Industrial Project for the Directors’ consideration.

Ms. Sukenik explained that the Directors were asked to approve an amendment to the

General Project Plan for the Restoration Center Industrial project to authorize modifications to

the related ground lease with RDC Commercial Center, a subsidiary of the Bedford Stuyvesant

Restoration Corporation and to take related actions.

Ms. Sukenik further explained that the ground lease for the Restoration Center

Industrial project will expire in October 2019. She noted that last May, Restoration requested a

five-year extension to allow them to continue to provide critical economic development

services to the Bedford Stuyvesant community while it weighed the ramifications of exercising

its purchase options.

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

none and upon motion duly made and seconded, the following resolutions were unanimously

adopted:

New York City (Kings County) – Restoration Center Industrial Project - Adoption of

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Second Amendment to the General Project Plan; Authorization to Further Modify the Ground Lease Agreement with RDC Commercial Center Inc.; Authorization to Hold a Public Hearing Thereon; and Authorization to Take Related Actions

RESOLVED, that based on the materials presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation (the “Materials”), the Corporation does hereby adopt, for purposes of the public hearing required by the UDC Act and substantially on the terms and conditions described in the Materials: (1) the proposed modifications to the General Project Plan (“GPP”) for the Project; and (2) the proposed amendments to the term of the Ground Lease Agreement; and be it further

RESOLVED, that on the basis of the Materials, the Directors hereby find that there is no reasonable alternative to the proposed below market transfer that would achieve the same purpose of such transfer; and be it further

RESOLVED, that the President and Chief Executive Officer or authorized designee(s) be, and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to take all such actions as are necessary or appropriate to schedule and hold such public hearings as required by the UDC Act or other applicable law (which hearings may be held simultaneously), including without limitation the providing, filing, or making available of copies of the Modified GPP and Ground Lease Agreement Amendments, the fixing of a date for such hearing, the publication of a notice of such public hearing as required by law and in accordance with procedures heretofore approved by the Corporation with respect to similar hearings, and the making of a report or reports to the Corporation on such hearing, oral or written comments received, or local municipality recommendation received, if any; and be it further

RESOLVED, that upon written finding of the President and Chief Executive Officer or authorized designee(s) that no substantive negative testimony or comment on the Modified GPP or Ground Lease Agreement Amendment was received at the public hearing and that the requirements of the Public Authorities Reform Act have been complied with: (1) the GPP, as modified, and the findings previously made with respect thereto, shall be deemed affirmed and effective as of the conclusion of such hearing; and (2) the proposed amendments to the Ground Lease Agreement shall be deemed approved; and be it further

RESOLVED, that the President and Chief Executive Officer of the Corporation or his designee(s) 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 resolutions.

* * *

Chair Zemsky then called on Alyson Beha to present the next item on the Agenda

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related to the Bronx Psychiatric Center Land Use Improvement Project for the Directors’

consideration.

Ms. Beha explained that the Directors were being asked to approve a General Project

Plan and Draft Environmental Impact Statement (“DEIS”) for the Bronx Psychiatric Land Use

Improvement Project.

Ms. Beha gave a summary of highlights and background information about the project

noting that the project will create nearly 2 million square feet of rentable space intended for

commercial and medical offices, college or trade schools, employee and student housing,

supporting retail uses and a hotel.

Ms. Beha also noted that that the Directors were being asked to accept the DEIS; adopt

land use improvement findings; adopt the General Project Plan; authorize a public hearing;

authorize ESD to acquire and dispose of property and take related actions.

Chair Zemsky asked how long the project has been active and Ms. Beha stated that the

project has been active for six years.

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

noted that this project has taken this amount of time because the environmental aspect has

been very complicated.

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Director Dyson asked if the types of tenants will be affected and Ms. Beha stated that

that will not change.

The Chair then called for any further questions or comments. Hearing none and upon

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

NEW YORK (BRONX COUNTY)-BRONX PSYCHIATRIC CENTER LAND USE IMPROVEMENT PROJECT – Adoption of Land Use Improvement Project Findings pursuant to Section 10 of the UDC Act; Authorization to Adopt the Proposed General Project Plan (“GPP”); Authorization to Hold a Public Hearing on the GPP pursuant to the UDC Act and Other Applicable Law; Authorization to Accept the Draft Environmental Impact Statement (“DEIS”) as Satisfactory with Respect to its Scope, Content and Adequacy under the New York State Environmental Quality Review Act and its Implementing Regulations (collectively “SEQRA”) and for Publication, Circulation and Filing; Authorization to Hold a Public Hearing on the DEIS pursuant to SEQRA and Other Applicable Law; Authorization to Acquire and Dispose of Real Property in accordance with Applicable Provisions of the Public Authorities Law; 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 Bronx Psychiatric Center Land Use Improvement Project (the “Project”), the Corporation hereby finds pursuant to Section 10(c) of the New York State Urban Development Corporation Act of 1968, as amended (the “Act”):

That the area in which the Project is to be located is a substandard or insanitary area, or is in danger of becoming a substandard or insanitary area and tends to impair or arrest the sound growth and development of the municipality;

That the Project consists of a plan or undertaking for the clearance, re-planning, reconstruction and rehabilitation of such area and for recreational and other facilities incidental or appurtenant thereto; and

That the plan, defined below, or undertaking affords maximum opportunity for participation by private enterprise, consistent with the sound needs of the municipality as a whole;

and be it further

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RESOLVED, that on the basis of the Materials relating to the Project, indicating that there are no families or individuals to be displaced from the Project area, the Corporation hereby finds that the requirements of Section 10(g) of the Act are satisfied; and be it further

RESOLVED, that on the basis of the Materials, and substantially on the terms and conditions described in the Materials, the Corporation does hereby adopt, subject to and pursuant to, and for the purposes of a public hearing required by, Section 16 of the UDC Act, and as may be appropriate pursuant to other applicable laws:

(1) the proposed General Project Plan (the “Plan”) for the Project submitted to this meeting, together with such changes therein as the Chairman 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 record of the Corporation; and

(2) the Corporation is authorized to acquire and dispose of real property as set forth in the Plan as may be needed by the execution and delivery of a deed to or from the Developer or the State as applicable;

and be it further

RESOLVED, that the Plan shall not be final until action is taken by the Directors as provided in the UDC Act and until such time as all requirements of the UDC Act and other applicable law in connection therewith have been satisfied; and be it further

RESOLVED, that the Chairman and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized in the name of and on behalf of the Corporation to take such actions as may be considered necessary or appropriate in connection with the holding of the public hearing required pursuant to Section 16 of the UDC Act and other applicable law (which hearing may held simultaneously with one or more hearings which may be held pursuant to other applicable law), including without limitation, the providing, filing or making available of copies of the Plan or a digest thereof and the findings required by Section 10 of the UDC Act relating to the Project, the fixing of a date for such hearing, the publication of a notice relating to the Plan and such hearing in accordance with the UDC Act, other applicable law, and the procedures heretofore approved by the Corporation with respect to similar hearing, and the making of a report or reports to the Directors on such hearing, written comments received, and any local governmental recommendations respecting the Plan; and be it further

RESOLVED, that the Draft Environmental Impact Statement (“DEIS”) for the Project, as presented to this meeting, a copy of which is hereby ordered filed with the records of the Corporation relating to the Project, is satisfactory with respect to its scope, content and adequacy for purposes of the New York State Environmental Quality Review Act (“SEQRA”) and the implementing regulations of the New York State Department of Environmental

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Conservation, and is hereby accepted by the Corporation; and be it further

RESOLVED, that the Corporation is hereby authorized to publish, circulate, and file the accepted DEIS in the manner required under SEQRA and the implementing regulations of the New York State Department of Environmental Conservation; and be it further

RESOLVED, that the Chairman and Chief Executive Officer or his designee(s) be, and each of them hereby is, authorized in the name of and on behalf of the Corporation to take such actions as may be considered necessary or appropriate to comply with the requirements of SEQRA, including, without limitation, the holding of a public hearing under SEQRA and other applicable law (which hearing may be held simultaneously with one or more hearings which may be held pursuant to other applicable law), providing, filing or making available copies of the DEIS or the summary thereof, the fixing of a date for such hearing, the publication of a notice relating to the DEIS and such hearing in accordance with SEQRA, the implementing regulations of the New York State Department of Environmental Conservation, other applicable law, and the procedures heretofore approved by the Corporation, with respect to similar hearings, and the making of a report or reports to the Directors on such hearing and written comments received; and be it further

RESOLVED, that the Chairman and Chief Executive Officer, or his designee, be, and each of them hereby is, authorized in the name of and on behalf of the Corporation to execute and deliver any and all documents and to take all actions as may be considered necessary or appropriate in connection with carrying out the public hearing(s), to effectuate the Plan and to effectuate the foregoing resolutions. Any and all actions taken prior to the date of this resolution in furtherance of the Plan are hereby ratified.

* * *

Chair Zemsky then called on Kevin Younis to present the Administrative Actions on the

Agenda for the Directors’ consideration.

Mr. Younis explained that there were four Administrative Actions to be considered. He

noted that the first two are in partnership with the New York State Department of State and

consist of services to ten downtown communities designated as part of a Round 3 Downtown

Revitalization Initiative.

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Mr. Younis further explained that the contracts will provide planning services to help

rehabilitate communities and ensure the well-being of shoreline communities located in the

five regions along Lake Ontario that have been damaged by flooding in recent years.

The next two projects Mr. Younis presented involved two contracts for consulting

services relating to small business grant programs for the Buffalo Billion Eastside Corridor

Economic Development Fund.

Mr. Younis noted that Amanda Mays was on the line for any questions.

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

none and upon motion duly made and seconded, the following resolutions were unanimously

adopted:

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Planning Services for the Downtown Revitalization Initiative - Authorization to Enter into Contracts for Planning Service; and Authorization to Take Related Actions

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 Buckhurst, Fish, & Jacquemart, Inc.; Bergmann Associates, Architects, Engineers, Landscape Architects, & Surveyors, D.P.C.; Cameron Engineering & Associates; HR&A Advisors, Inc.; LaBella Associates, D.P.C.; MJ Engineering and Land Surveying, P.C.; Nagle Tatich Cranston, LLC; and VHB Engineering, Surveying, Landscape Architecture, and Geology, P.C to be responsible; and be it further

RESOLVED, that the Corporation is hereby authorized to enter into contracts as set forth below for the purposes and services, and substantially on the further terms and conditions, set forth in the Materials:

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 Buckhurst, Fish, & Jacquemart, Inc. for the Hudson Valley in an amount not to exceed $300,000.  Bergmann Associates, Architects, Engineers, Landscape Architects, & Surveyors, D.P.C. in the Southern Tier and Western New York in an amount not to exceed $300,000 per DRI Area; totaling $600,000;  Cameron Engineering & Associates, L.L.P. for Central New York in an amount not to exceed $300,000;  HR&A Advisors, Inc. for New York City in an amount not to exceed $300,000;  LaBella Associates, D.P.C. for the Finger Lakes in an amount not to exceed $300,000;  MJ Engineering and Land Surveying, P.C. for North Country in an amount not to exceed $300,000;  Nagle Tatich Cranston, L.L.C. for the Mohawk Valley in an amount not to exceed $300,000;  Stantec Consulting Services, Inc.: for Central New York in an amount not to exceed $300,000;  VHB Engineering, Surveying, Landscape Architecture, and Geology P.C. for Long Island in an amount not to exceed $300,000; and be it further

RESOLVED, that the President and Chief Executive Officer, or other officer 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 resolutions.

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a Empire State Development – Planning Services for the Coastal Lakeshore Economy and Resiliency (CLEAR) Planning Initiative - Authorization to Enter into Contracts for Planning Service; and Authorization to Take Related Actions

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 Bergmann Associates, Architects, Engineers, Landscape Architects & Surveyors, D.P.C.; Environmental Design & Research, Landscape Architecture, Engineering & Environmental Services D.P.C.; and Obrien & Gere Engineers, Inc. to be responsible; and be it further

 Bergmann Associates, Architects, Engineers, Landscape Architects & Surveyors, D.P.C. in

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Monroe County, not to exceed $300,000 (THREE-HUNDRED THOUSAND).  Environmental Design & Research, Landscape Architecture, Engineering & Environmental Services D.P.C. in Cayuga/Oswego Counties and Jefferson/St. Lawrence Counties, not to exceed $300,000 (THREE-HUNDRED THOUSAND) per CLEAR region, totaling $600,000 (SIX-HUNDRED THOUSAND).  Obrien & Gere Engineers, Inc. in Niagara/Orleans Counties and Wayne County, not to exceed $300,000 (THREE-HUNDRED THOUSAND) per CLEAR region, totaling $600,000 (SIX- HUNDRED THOUSAND).

and be it further

* * *

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Procurement of Program Administration Consultant Services – Contract I - Authorization to Enter Into a Contract for Consultant Services and to Take Related Actions

RESOLVED, that the Corporation is hereby authorized to enter into a contract with Clinton Brown Company Architecture, pc in an amount not to exceed ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) 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 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 DEVELOPNENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Procurement of Program Administration Consultant Services - Contract II - Authorization to Enter Into a Contract for Consultant Services and to Take 45 ______Master Page # 56 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 DRAFT – SUBJECT TO REVIEW AND REVISION

Related Actions

RESOLVED, that the Corporation is hereby authorized to enter into a contract with LaBella Associates in an amount not to exceed ONE HUNDRED SEVENTY FIVE THOUSAND ONE HUNDRED DOLLARS ($175,100) for the purposes and services, and substantially on the terms and conditions, set forth in the Materials; and be it further

* * *

There being no further business, the meeting was adjourned at 11:11 a.m.

Respectfully submitted,

London C. Cruz Assistant Corporate Secretary

46 ______Master Page # 57 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Elizabeth R. Fine

SUBJECT: Officer of the Corporation

REQUEST FOR: Appointment of President and Chief Executive Officer Designate; Ratification of Actions ______

I. BACKGROUND

Section 3.1 of the Corporation's bylaws establishes the office of President and Chief Executive Officer ("CEO") Designate who, in the event of a vacancy in the office of the President, is to be proposed to the Corporation by the Governor. Under Section 3.5 of the bylaws, the President and CEO Designate is to have all of the powers of, and be subject to all of the restrictions upon, the President. The purpose of the office of President and CEO Designate is to assure the continuity of corporate operations during a transition in the office of the President and CEO, which requires Senate confirmation.

The Governor announced the appointment of Eric J. Gertler as President and CEO designate and his plan to nominate him to fill the vacancy created by the Howard A. Zemsky’s resignation from the position of President and CEO. Mr. Zemsky resigned from this position effective September 3, 2019. Mr. Gertler will also be nominated to serve as Commissioner of the New York State Department of Economic Development.

Mr. Gertler is the Executive Chairman of U.S. News & World Report and has been on the board of ESD since June 2018. Mr. Gertler has also overseen Ulysses Ventures, a multi-strategy investment fund based in New York City. Previously, he served as Executive Vice President of the New York City Economic Development Corporation and as Managing Director of the Center for Economic Transformation under multiple mayoral administrations, where he was responsible for spurring economic development by overseeing more than 100 initiatives and directing hundreds of millions of dollars of city investments into the local economy. He is a graduate of Brown University, holds degrees from the Sorbonne at the University of Paris, Institut D’Etudes Politiques in Paris and a law degree from American University.

______Master Page # 58 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 II. REQUESTED ACTION

The Directors are requested to: appoint Eric J. Gertler to the office of President and CEO Designate, effective as of September 3, 2019; confirm that he is an officer of the Corporation within the meaning of the bylaws of the Corporation, including the indemnification provisions thereof; and ratify any and all actions heretofore taken in such capacity.

III. RECOMMENDATION

Based upon the foregoing, I recommend approval of the above-named requested actions.

ATTACHMENT

Resolutions

______Master Page # 59 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Officer of the Corporation - Appointment of President and Chief Executive Officer Designate; Ratification of Actions ______

BE IT RESOLVED, that Eric J. Gertler be, and he hereby is, appointed to the Office of President and Chief Executive Officer Designate, effective as of September 3, 2019; and be it further

RESOLVED, the in accordance with and for all the purposes of the New York State Urban Development Corporation Act and the Corporation's bylaws, including but not limited to the indemnification provisions thereof, Mr. Gertler is an "officer" of the Corporation; and be it further

RESOLVED, that any and all actions taken by the foregoing individual since his nomination to the office identified herein be and hereby are ratified, adopted and approved as the acts and deeds of the Corporation.

* * *

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TO: The Directors

FROM: Elizabeth R. Fine

SUBJECT: Committee Appointments

REQUEST FOR: Appointment of Directors to the Audit and Budget; Bond Financing; and Governance Committees ______

I. BACKGROUND

In 1979, the New York State Urban Development Corporation d/b/a Empire State Development (the “Corporation”) created an audit committee as a non-voting committee of its Directors charged with meeting from time to time with the Corporation's independent Auditors and with the Director of Internal Audit to discuss the Corporation's audit procedures.

Now known as the Audit and Budget Committee, this Committee was most recently comprised of four Directors: Howard A. Zemsky, Derrick D. Cephas, Robert R. Dyson, and Superintendent of the New York State Department of Financial Services (“DFS”), Maria T. Vullo. Earlier this year, Mr. Cephas resigned from his Board position and Linda A. Lacewell has recently been confirmed to serve as Superintendent of DFS following Ms. Vullo’s resignation.

Additionally, in 1995, the Corporation constituted a single Bond Sale Committee of the Directors of the Corporation which was delegated responsibility for all activities involving the sale or issuance of bond or notes by the Corporation. Now known as the Bond Financing Committee, this Committee has authority to vote on actions and to bind the Corporation pursuant to that vote.

Most recently, the Bond Financing Committee was comprised of the following four Directors: Howard A. Zemsky; Derrick D. Cephas; Robert R. Dyson, and Superintendent of DFS, Maria T. Vullo. As noted above, Mr. Cephas resigned his Board position and Ms. Lacewell is currently serving as Superintendent of DFS.

Further, in 2011, the Corporation established a Governance Committee whose duty is to, among other things, recommend updates to the Corporation’s governance principles; perform board self-evaluations; and recommend bylaws which include rules and procedures for the conduct of board business.

______Master Page # 61 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 The Governance Committee was most recently comprised of Mr. Zemsky, Mr. Cephas, and Hilda Rosario Escher. As noted above, Mr. Cephas resigned his Board position.

In addition, at this time it is recommended that positions of the President and Chief Executive Officer of the Corporation and the Superintendent of the New York State Department of Financial Services be appointed as ex-officio members of the Audit and Budget and Bond Financing Committees and that the position of President and Chief Executive Officer of the Corporation be appointed as an ex-officio member of the Governance Committee. In this way, future changes in the individuals holding of these positions will not result in the need for additional board actions simply to substitute individuals.

Pursuant to the Public Authorities Accountability Act, a majority of the members of each of these Committees must consist of independent Directors, i.e., are not employed by the Corporation or an affiliate in an executive capacity nor is a relative of any such employee; is not employed by an entity that received more than $15,000 in compensation or assistance from the Corporation; and is not a registered lobbyist.

II. PROPOSED ACTION

It is recommended that Eric J. Gertler, an ESD Director and ESD’s President and CEO Designate and Linda A. Lacewell, Superintendent of DFS be appointed to the Audit and Budget and to the Bond Financing Committees of the Corporation, ex-officio. It is further recommended that Mr. Gertler be appointed to the Governance Committee, ex-officio.

III. RECOMMENDATION

Based on the foregoing, I recommend the appointments of Eric J. Gertler and Superintendent Lacewell to the Audit and Budget Committee of the Corporation, ex-officio, in addition to its current members Mr. Zemsky and Mr. Dyson. I also recommend the appointment of Mr. Gertler and Superintendent Lacewell to the Bond Financing Committee of the Corporation, ex-officio, in addition to its current members Mr. Zemsky and Mr. Dyson. Additionally, I recommend the appointment of Mr. Gertler to the Governance Committee, ex- officio.

Attachments Resolution

______Master Page # 62 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT – Committee Appointments - Appointment of Directors to the Audit and Budget; Bond Financing; and Governance Committees ______

BE IT RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is ordered filed with the records of the Corporation, Eric J. Gertler and Superintendent of the New York State Department of Financial Services (“DFS”) Linda A. Lacewell are hereby appointed to the Audit and Budget Committee of the Corporation, in addition to its current members Howard A. Zemsky and Robert R. Dyson, effective immediately and until their resignation or removal as Directors of the Corporation; and be it further

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is ordered filed with the records of the Corporation, Eric J. Gertler and Superintendent of DFS Linda A. Lacewell, are hereby appointed to the Bond Financing Committee of the Corporation, in addition to its current members Howard A. Zemsky and Robert R. Dyson, effective immediately and until their resignation or removal as a Director of the Corporation; and be it further

RESOLVED, that on the basis of the materials presented to this meeting, a copy of which is ordered filed with the records of the Corporation, Eric J. Gertler is hereby appointed to the Governance Committee of the Corporation, in addition to its current members Howard A. Zemsky and Hilda Rosario Escher, effective immediately and until his resignation or removal as a Director of the Corporation; and be it further

RESOLVED, that the titles of President and Chief Executive Officer of the Corporation and the Superintendent of the New York State Department of Financial Services are hereby appointed ex-officio Committee Members of the Corporation’s Audit and Budget and Bond Financing Committees; and the title of President and Chief Executive Officer of the Corporation is hereby appointed an ex-officio Committee Member of the Corporation’s Governance Committee.

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______Master Page # 63 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – Priority Project – Buffalo (Western New York Region – Erie County) – Gerard Place Community Center Capital – Regional Council Capital Fund (Capital Grants)

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

General Project Plan

I. Project Summary

Grantee: Gerard Place Housing Development Fund Company, Inc. (“Gerard Place” or the “Organization”)

ESD* Investment: Two grants of up to $685,000 to be used for a portion of the costs of construction and renovation

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

Project Location: 2563 Bailey Avenue, Buffalo, Erie County

Proposed Project: Construction of the Education and Community Center ("Center") in the former St. Gerard Parish Hall and School. The Center will offer on-site training in the fields of nursing and food service. Renovations will be made to complete the first floor, childcare space, gymnasium, industrial kitchen, training space and ancillary space necessary for the Culinary Arts Training Program

Project Type: Capital

______Master Page # 64 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Regional Council: The project is consistent with the Western New York (“WNY”) Regional Economic Development Council’s Plan as it advances innovation in the WNY region.

II. Project Cost and Financing Sources

Financing Uses Amount Construction $3,267,020 Contingency 192,746 Architectural/Engineering 93,585

Total Project Costs $3,553,351

Financing Sources Amount Percent ESD-Grant (#AC501) $435,000 12% ESD-Grant (#Z704) 250,000 7% BMSI Grant 500,000 14% DASNY Grant 500,000 14% NICIP Grant 250,000 7% Franciscan Sisters of St. Joseph Grant 250,000 7% Oishei Foundation Grant 500,000 14% Sisters of St. Francis Grant 100,000 3% Penfold Family Grant 250,000 7% First Niagara Foundation Grant 150,000 5% Grantee Equity 368,351 10%

Total Project Financing $3,553,351 100%

III. Project Description

A. Organization

Industry: Not-for-profit

Organization History: Established in 2000, Gerard Place is dedicated to supporting people striving to break the cycle of poverty in their lives. In addition to providing permanent housing to single parents, Gerard Place also has training programs to assist the residents and local community members. The programs include Life Skills, Education, Employment, Vocational Training, and Counseling.

Size: Gerard Place serves over 500 neighborhood residents with basic needs, education and employment services annually, with a staff of 16 full-time

2 ______Master Page # 65 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 and 40 part-time and volunteer staff.

Market: Not-for-profit

ESD Involvement: High unemployment continues to plague the City of Buffalo. Gerard Place is located in a community where 56% of individuals between the ages of 19-30 without a GED or vocational training are unemployed. As Buffalo’s opportunities in health care, research and education continue to grow, there will be an increased need for employees to fill positions at all levels. For the very poor, these doors will not open unless they can access training for entry-level jobs in fields with the greatest career growth potential. As a result of the Governor’s Regional Economic Council, the Gerard Place was awarded two grants totaling $685,000 through Round 4 and Round 7 of the Consolidated Funding Application process to assist with the project financing.

Competition: N/A

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

B. The Project

Completion: July 2019

Activity: Gerard Place has established the Center with an adjacent training space. Renovations were planned in three stages and will ultimately enable Gerard Place to work in conjunction with Erie 1 BOCES to offer on-site training. Renovations included heating and ventilation upgrades, the addition of air conditioning, installing plumbing, cabinets and countertops in the kitchen areas, installing sprinklers and other fire prevention equipment, finishing of walls, floors, and ceilings, painting and other finishing work.

The coursework will provide the necessary skills for individuals to receive accreditation to become Certified Nursing Assistants, Licensed Practical Nurses, Home Health Aids, Cosmetology, Heating/Air Conditional (HVAC) Technicians, and Medical Office Assistants. Additional training opportunities in child care and culinary arts will be available upon completion of the child care center, multipurpose kitchen and community recreation space.

Results: The Center will enable Gerard Place and partner educators to train hundreds of community residents for career opportunities in high- demand fields. The goal for Gerard Place is to have a minimum of 300

3 ______Master Page # 66 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 individuals trained and placed in employment in areas that include the potential for annual career growth.

Economic Growth Investment 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.

Grantee Contact: Mr. David Zapfel, Executive Director 2515 Bailey Avenue Buffalo, New York 14215 Phone: (716) 897-9948 x 115 E-mail: dzapfel@gerardplace. org

ESD Project No.: AC501 & Z704

Project Team: Origination Ray Witzleben Project Management Nancy Burkhardt Contractor & Supplier Diversity Geraldine Ford Finance Timothy Ford Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $685,000 capital grants ($6,850) and reimburse ESD 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. The Grantee will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Grantee’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.

4. Up to $685,000 will be disbursed to Grantee in lump sum upon completion of the project substantially as described in these materials, and as evidenced by a certificate of occupancy, in conjunction with documentation verifying project expenditures of at least $3,553,351. 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 for AC501 and on or after April 8, 2015 for Z704 to be considered eligible project costs. All disbursements must be requested by April 1, 2020.

4 ______Master Page # 67 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $685,000, 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.

IV. Statutory Basis – Regional Council Capital Fund

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

V. 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 (“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 the involvement of a contributing building to the St. Gerard Complex, which is eligible for listing in the National Register 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.

VI. 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 total value of ESD’s funding.

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.

5 ______Master Page # 68 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 IX. Additional Submissions to Directors

Resolution New York State Map Project Finance Memorandum Project Photographs

6 ______Master Page # 69 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Regional Council Award – Priority Project – Buffalo (Western New York Region – Erie County) – Gerard Place Community Center Capital – Regional Council Capital Fund (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 Gerard Place Community Center Capital -- Regional Council Capital Fund (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 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 Gerard Place Community Center two grants for a total amount not to exceed Six Hundred Eighty Five Thousand Dollars ($685,000) 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, 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

______Master Page # 70 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

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______Master Page # 71 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

Gerard Place Community Center Buffalo Erie County

______Master Page # 72 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 CNA/HHA Simulation Lab

______Master Page # 73 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Buffalo (Western New York Region – Erie County) – DL&W Terminal 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; Determination of No Significant Effect on the Environment

General Project Plan

I. Project Summary

Grantee: Niagara Frontier Transportation Authority (“NFTA”)

ESD* Investment: A grant of up to $20,000,000 to be used for a portion of the cost of design, renovation and construction

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

Project Location: 15 Main Street, City of Buffalo, Erie County and the adjacent portion of Metro Rail right-of-way.

Proposed Project: Design, construction, and related trackwork to establish a new light rail station at the former Delaware, Lackawanna and Western Train Shed/Terminal Building (“DL&W Train Shed”), as well as enable access to the DL&W Train Shed’s second floor to allow for its reuse for economic development purposes

Project Type: Smart Growth

Regional Council: The project is consistent with the Western New York Regional Economic Development Council’s Plan to promote smart growth and enhance the waterfront by facilitating the reactivation of the upper level of the former

______Master Page # 74 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 DL&W Train Shed, which sits mostly vacant amidst a swell of new development and waterfront activity. It also improves transportation infrastructure in the City of Buffalo through the creation of a new destination Metro Rail station serving various waterfront assets, such as Canalside, KeyBank Center, and the Cobblestone District.

II. Project Cost and Financing Sources

Financing Uses Amount Track & Infrastructure $26,000,000 Station 14,000,000 Access to 2nd Floor (Tower) 6,000,000

Total Project Costs $46,000,000

Financing Sources Amount Percent ESD-Grant $20,000,000 43% Grantee Equity* 26,000,000 57%

Total Project Financing $46,000,000 100%

*Source of Equity from NYSDOT, NFTA and U.S. Department of Transportation (pending approval)

III. Project Description

A. Grantee

Industry: Public Transit and Aviation

Grantee History: The NFTA was created by an act of the New York State Legislature in 1967 as a public benefit corporation to develop and implement transportation services in Erie and Niagara counties. As a multi-modal transportation authority, the NFTA operates 2 airports and Metro bus, rail, and paratransit services.

Ownership: The NFTA is governed by a 13-member Board of Commissioners (“Board”) appointed by the Governor of New York State with the consent of the New York State Senate. The Board governs and sets policy for the NFTA. The Executive Director, subject to policy direction and delegation from the Board, is responsible for all activities of the NFTA.

Size: The NFTA has approximately 1,600 employees in Erie and Niagara counties, an annual operating budget of approximately $240 million and an annual capital program of approximately $110 million. Annually,

2 ______Master Page # 75 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 NFTA-Metro transports approximately 24 million passengers across 1,575 square miles on 323 buses, 27 light rail cars, and 74 demand response vehicles. The Buffalo and Niagara Falls International Airports serve approximately 5.5 million passengers each year.

ESD Involvement: In his January 2017 State of the State address, Governor Andrew M. Cuomo announced Phase II of the Buffalo Billion Initiative, a $500 million investment in Western New York. The plan included $215 million in investments in revitalization and smart growth, a strategy to address the decades-long sprawl in the Buffalo-Niagara region and build on the region’s assets. Within this strategy, Governor Cuomo allocated $20 million toward a project to reuse and reactivate the former DL&W Train Shed, including use of the first floor to host a new Metro Rail station and reactivating the upper level of the building for commercial activity on the Buffalo River waterfront.

ESD’s funding is contingent on the NFTA obtaining and committing the remaining $26 million for all components of the project described herein.

Past ESD Support: Funding for the past five years to the Grantee totaling $6,790,000 is summarized in the following chart:

Date Start (ESD Date End Program Project # Amount Directors’ Approval (Project Completion: Purpose date) Contract Expiration)

Capital – Master Plan Regional Council X672 $970,000 September 17, 2015 June 2015 for Niagara Falls Capital Fund International Airport

Working Capital – UCDP - RC 3 Strat Y872 $40,000 December 17, 2015 October 2016 Planning and Planning Feasibility Study

Regional Council Capital – Rail Car AA259 $780,000 June 29, 2017 December 2019 Capital Fund Rebuild

Working Capital – Buffalo Regional Environmental Innovation Cluster AB988 $5,000,000 December 20, 2018 March 2020 reviews/preliminary 17-18 engineering for light rail extension

3 ______Master Page # 76 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 B. The Project

Completion: Depending on funding commitments.

Activity: The project will result in an extension of light rail service to a new Metro Rail station located in the DL&W Train Shed. The components of the project will include: 1.) Construct a new station on the first floor of the DL&W Train Shed; 2.) The addition of full access to the second floor of the DL&W Train Shed for later adaptive reuse by a private developer; 3.) The addition of pedestrian connections between the DL&W Train Shed, South Park Avenue, and the Shoreline Trail along the Buffalo River; and 4.) Trackwork, catenary, and train control systems necessary for the new station to be realized.

Results: The project will result in greater access to the waterfront by extending light rail service and providing a direct connection between the Shoreline Trail and the first floor/station space. It will reactivate the underutilized 2nd level of the DL&W Train Shed that is not accessible to the public. Finally, access to the 2nd floor and DL&W Train Shed improvements will entice private development to take advantage of the size and location of that space, which is part of the growing Canalside-Cobblestone District.

Infrastructure Investment 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.

Grantee Contact: Kimberley Minkel, Executive Director 181 Ellicott Street Buffalo, NY 14203 Phone: (716) 855-7470 E-mail: kim_minkel@nfta. com

ESD Project No.: AB995

Project Team: Origination Amanda Mays Project Management Nancy Burkhardt Contractor & Supplier Diversity Geraldine Ford Finance Christina Choi Design & Construction Michael Fitzner Environmental Soo Kang

4 ______Master Page # 77 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $20,000,000 capital grant ($200,000) and reimburse ESD 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. The Grantee 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 Grantee or by investors, and should be auditable through Grantee financial statements or Grantee accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Up to $20,000,000 will be disbursed in three installments, provided that ESD is in receipt of a demonstrated and approved commitment for the method, schedule, and funding for completion all of the various components of the project noted under Section III. B above, as follows:

i. One-third of the grant ($6.67 million) will be disbursed in arrears upon documentation of expenditures of at least $15.3 million in eligible expenses incurred for the project as described in Sections II and III above;

ii. One-third of the grant ($6.67 million) will be disbursed in arrears upon documentation of additional expenditures of at least $15.3 million ($30.6 million cumulative) in eligible expenses incurred for the project as described in Sections II and III above; and

iii. One-third of the grant ($6.66 million) upon completion of the project as described in Sections II and III above, including documentation of additional expenditures of $15.3 million (for total project expenditures of $46 million) at the project location, and a certificate of occupancy or other documentation verifying project completion as ESD may require.

All disbursements require compliance with program requirements and must be requested by no later than April 1, 2022. Expenditures incurred prior to June 1, 2017 are not eligible project costs and cannot be reimbursed by grant funds.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $20,000,000, 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 ______Master Page # 78 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 6. 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; (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

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 scope/budget, design and construction documents, plans, and payment requests, along with the other related project documentation 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 payment approval when its requirements have been met.

VI. Environmental Review

The Niagara Frontier Transportation Authority, as lead agency, has completed an environmental review of the 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 a Type I Action, which would not have a significant effect on the environment. The lead agency issued a Negative Declaration on September 27, 2017. ESD staff reviewed the Negative Declaration and supporting materials and concurs. It is recommended that the Directors make a Determination

6 ______Master Page # 79 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 of No Significant Effect on the Environment.

VII. 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 projects. For purposes of this project, however, goals will not be established due to the unavailability of certified MWBEs for performance of this project.

VIII. Smart Growth Public Infrastructure Review

Pursuant to the requirements of the State Smart Growth Public Infrastructure Policy Act (the “SG Act”), ESD’s Smart Growth Advisory Committee has reviewed a Smart Growth Impact Statement for the project and found that the project is consistent with the State Smart Growth Public Infrastructure Criteria (“Smart Growth Criteria”). The designee of the President and Chief Executive Officer Designate of the Corporation has attested that the project, to the extent practicable, meets the relevant Smart Growth Criteria set forth in the SG Act.

IX. ESD Employment Enforcement Policy

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

X. 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.

XI. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photograph

7 ______Master Page # 80 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Buffalo (Western New York Region – Erie County) – DL&W Terminal 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 DL&W Terminal 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 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 Niagara Frontier Transportation Authority a grant for a total amount not to exceed Twenty Million Dollars ($20,000,000) 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

______Master Page # 81 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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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______Master Page # 82 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Buffalo (Western New York Region – Erie County) – DL&W Terminal Capital – Buffalo Regional Innovation Cluster (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the DL&W Terminal Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

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______Master Page # 83 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

DL&W Terminal Buffalo Buffalo Erie County

______Master Page # 84 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Proposed DL&W Station, Exterior:

Pedestrian Crossing:

______Master Page # 85 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Proposed DL&W Station, Interior:

______Master Page # 86 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for MLK Park Commercial District Capital – Buffalo Regional Innovation Cluster (Capital Grant)

General Project Plan

I. Project Summary

Grantee: Broadway Fillmore Neighborhood Housing Services Inc. (“BFNHS”) will serve as the Non-profit Local Program Administrator (“LPA” or “Grantee”) for the East Side Commercial District Program (“Program”)

ESD* Investment: Grant of up to $500,000 for reimbursement of renovation costs associated with the revitalization of the MLK Park Commercial District through targeted exterior and interior commercial building improvements.

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

Project Location: MLK Park Commercial District – Fillmore Avenue addresses between East Ferry Street and North Parade Avenue, as well as establishments on corner lots in this targeted area.

Proposed Project: Capital funding for multiple exterior and interior commercial building renovations within the MLK Park Commercial District

Project Type: Exterior and interior renovation to commercial buildings

______Master Page # 87 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Regional Council: The Western New York Regional Economic Development Council has been made aware of this item.

II. Project Cost and Financing Sources

Financing Uses Amount ESCDP MLK Park Commercial District Grant $500,000

Total Project Costs $500,000

Financing Sources Amount Percent ESD-Grant $500,000 100%

Total Project Financing $500,000 100%

III. Project Description

A. Grantee

Industry: BFNHS is a neighborhood-based, not-for-profit corporation that works to improve the Broadway-Fillmore neighborhood. BFNHS offers a variety of programs designed to improve existing housing, encourage home ownership, provide affordable rental opportunities, assist existing businesses and recruit new business, promote arts and culture, preserve the history of the neighborhood and work with and support local community groups.

Grantee History: Formed in 1981, BFNHS is a full-service neighborhood improvement organization working predominantly to improve the Broadway Fillmore neighborhood in Buffalo. It has been a NYS Neighborhood Preservation Company for the majority of its existence. It focuses on the South Fillmore Avenue corridor, running from Best Street to the north, Herman Street to the west, Seneca Street to the south, and Lathrop Street to the east. Some programs such as the home repair program have a larger service area and the agency’s by-laws allow it to work anywhere in the City of Buffalo, as long as the primary focus remains on the east side.

BFNHS operates several home repair programs using a combination of NYS HCR HOME & AHC programs and local revolving loan funds. BFNHS provides homebuyer counseling services, including monthly workshops. Through its partner organization (HomeFront), BFNHS participates in the FHLBNY First Home Club, which provides grants of $7,500 for down payment and closing cost assistance to first time homebuyers. BFNHS owns and manages 30 apartments, with an occupancy rate that

2 ______Master Page # 88 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 approaches 100% and provides homes for predominantly extremely low- income individuals and families.

BFNHS works with owners of commercial properties to help them redevelop their properties including investing $75,000 into former Hook & Ladder 11 at 636 Fillmore under the BMSI program. BFNHS is also a founding member and fiscal sponsor for the creation of a new not-for- profit, Fillmore Forward, Inc., that focuses on the commercial areas in the neighborhood. BFNHS has partnered with the Albright Knox Art Gallery to develop two large public murals along with several other cultural initiatives. It has partnered with Preservation Buffalo Niagara, Preservation Studios and Historic East Side Neighborhood Initiative to create a Broadway Fillmore Historic District that was approved in 2018.

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

Size: Broadway-Fillmore Neighborhood Housing Services, Inc. is governed by a 9-person Board of Directors, with a paid staff of five full time employees.

Market: BFNHS is a neighborhood-based, not-for-profit corporation that works to improve the Broadway-Fillmore neighborhood. The primary purpose of the organization is the provision of decent housing that is affordable to low- and moderate-income persons and families. Almost 100% of all persons who benefit from BFNHS housing programs are low-income (less than 80% of the area median income) or very low income (less than 50% of area median income).

BFNHS works to accomplish this primary goal by developing and operating a variety of housing programs, which can include new home construction, acquisition of existing homes in need of rehabilitation, loans and grants to existing homeowners, management of rental properties, and other housing programs designed to improve the neighborhood and the living conditions of neighborhood residents. The organization is also working to develop some programs to assist with commercial development along Broadway, Fillmore and the Broadway Market.

3 ______Master Page # 89 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 funding is dedicated to the revitalization of Buffalo’s East Side through the East Side Corridor Economic Development Fund (ESCEDF), which is making transformational capital investments in nine investment areas along four East Side Commercial Corridors – Michigan, Jefferson, Fillmore, and Bailey Avenues. Buffalo’s East Side is comprised of more than 40% the City's total land area, over 40% of total residents, and about 30% of total jobs and businesses, and thus far has not been on par with the rest of the City throughout Buffalo's revitalization.

Within the ESCEDF, ESD is establishing a $2 million program that will expand neighborhood-serving businesses including retail, restaurants, and other services; and increase mixed-use opportunities along strong commercial districts within the Jefferson Avenue, MLK Park, Broadway- Fillmore, and Kensington-Bailey Commercial Districts. This new program, the East Side Commercial District Program (ESCDP), will provide funding for building renovations in these four neighborhoods, which are four of the nine target investment areas of the ESCEDF. ESCDP is modeled after the Better Buffalo Fund’s Buffalo Main Streets Initiative (BMSI) and the New York State Main Street (NYMS) program offered by NYS Homes and Community Renewal’s (HCR) Housing Trust Fund Corporation (HTFC).

Investment areas were chosen because (1) they represent traditional mixed-use commercial districts, (2) there is demand from building owners, and (3) the area has an established non-profit Local Program Administrator (LPA) to administer ESCDP. BFNHS was selected to administer the ESCDP in the MLK Park Commercial District due to its previous involvement in the Buffalo Main Street Initiative or the NYS Main Street program, and because of its existing work supporting commercial corridors in its neighborhoods of service.

In addition, ESD has procured Consultants (a planning, economic development, and/or architecture/ engineering firm) to assist the with ESCDP. Through an RFP selection process, ESD contracted with two consultant teams led by Developments by JEM, LLC and LaBella Associates to work with two LPAs each during the initial two of the five years of the program. LaBella Associates will work with BFNHS to administer ESCDP in the MLK Park Commercial District. The Consultant will not only be responsible for assisting BFNHS with ESCDP administration but will also provide the BFNHS with the knowledge to continue this work independently.

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

4 ______Master Page # 90 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 B. The Project

Completion: October 2024

Activity: ESD will award the BFNHS up to $500,000 to administer ESCDP on behalf of ESD. BFNHS will be responsible for administering ESCDP over five years according to the “East Side Commercial District Program Guidelines” developed for ESCDP. ESCDP goal is to assist in the revitalization of mixed-use neighborhood commercial districts through targeted commercial improvements such as façade renovations and interior commercial building upgrades. Projects funded through BFNHS will range from exterior façade renovations, to interior improvements, to systems improvements, and code compliance upgrades to properties located within each commercial districts’ boundaries; and will range in scale and cost.

BFNHS may award property owners up to eighty-five percent (85%) of total project costs, up to $50,000 per building, for renovation of a building. Professional service costs, or “soft costs,” that are attributed directly to the delivery of the renovation activities may be eligible expenses; however, these expenses must be necessary for the completion of a building renovation project. Soft costs must be included in the project budget and may not exceed 18% of the ESCDP funds for the project.

Investments of ESCDP funds in eligible buildings and activities must be matched by other funds by the property owner. ESD requires that the property owner contribute a minimum of fifteen percent (15%) match of the total project cost. In-kind matches and/or staff time are not eligible for the match requirement. Costs incurred prior to award and contract execution between BFNHS and Property Owner are not eligible. BFNHS will be responsible for selecting projects within the boundaries of the commercial district it represents. Project selection will occur based on a review of an BFNHS chosen Project Selection Committee, which will review each project application based on formalized evaluation criteria. BFNHS will seek projects that will contribute to the revitalization of MLK Park Commercial District by:

5 ______Master Page # 91 of 300 - NYS Urban Development Corporation Meeting 9/19/2019  Fostering small business development, thereby providing economic opportunities and promoting economic activity in neighborhood business locations;  Preserving significant and historic buildings and providing an environment that attracts new investment to enable the adaptive reuse of these buildings for new enterprises;  Addressing existing accessibility, code compliance, energy efficiency and health and safety issues to return vacant commercial spaces to active use;  Creating an incentive for comprehensive and enhanced rehabilitation projects rather than deferred maintenance and repair assistance.

With assistance from the Consultant, the BFNHS will be responsible for all aspects of grant administration including: ensuring successful completion of all assisted projects; evaluating and selecting activities to be supported; entering into contracts with participating property owners and contractors; and assuring compliance with all local, state and federal laws and regulations.

Results: Commercial districts also often serve as the gateway to their respective neighborhoods, helping shape perceptions of visitors and potential investors. The MLK Park Commercial District is often characterized by vacant lots, underutilized commercial and industrial parcels, insufficient housing and outdated infrastructure. Through ESCDP the MLK Park Commercial District has the potential to become an economic driver and catalyst for revitalization of the East Side. With 80 businesses that call the Fillmore commercial corridor home, public transit bus service, and historic building fabric that remains intact, there is opportunity in MLK Park to create a pedestrian friendly environment, rehab architectural and culturally significant buildings and improve the business climate in the investment area. As a more flexible program than existing Main Street corridor programs, ESCDP will address prior barriers to participation experienced by several small businesses including access to capital and enhanced technical assistance in project management and delivery. This expanded building renovation program could improve the business climate, combat vacancies, and contribute to the overall revitalization of the corridors.

6 ______Master Page # 92 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Grantee Contact: Mr. Stephen Karnath, Executive Director Broadway-Fillmore Neighborhood Housing Services, Inc. 780 Filmore Avenue Buffalo, NY 14212 Phone: 716-852-3130 E-mail: skarnath@780fillmore. org

ESD Project No: #133,069

Project Team: Origination Johanna Walczyk Project Management Kaitlin Chmura Contractor & Supplier Diversity Geraldine Ford Design & Construction Dennis Conroy Environmental Paul Tronolone

C. Financial Terms and Conditions

1. ESD will enter into a Grant Disbursement Agreement with LPA for the administration of the disbursement of funds.

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

3. Up to $500,000 will be disbursed as follows:

Up to $500,000 will be deposited, in increments as needed, into an account (“the Imprest Account”), at a bank mutually acceptable to ESD and the Grantee as set forth in writing by ESD. Payment Requisitions to fund the Imprest Account will be made according to the disbursement terms which will be outlined in the Grant Disbursement Agreement. 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 and will be invested in accordance with ESD’s Investment Guidelines. Interest earned on the funds deposited in the Imprest Account must be returned to ESD quarterly along with copies of all bank statements, starting when the funds are deposited and continuing until all funds have been disbursed.

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 invoices due and payable for eligible project costs during the course of design and/or construction, in proportion of ESD’s funding share (up to 85% of total project costs; and not to exceed $50,000 unless otherwise approved by ESD), assuming all project approvals have been completed and funds are available. Each subsequent payment requisition will include the current month’s invoices and proof of payment for invoices submitted for the previous month. 10% of the individual project costs will be retained until

7 ______Master Page # 93 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 documentation supporting project completion and evidence of Property Owner’s project equity contribution has been received by ESD.

Any funds not utilized for project costs within 48 months of disbursement must be returned to ESD. Within 24 months of disbursement, ESD will require documentation of 100% of eligible project costs.

Expenditures incurred prior to September 19, 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 $500,000, 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.

IV. Statutory Basis – Buffalo Regional Innovation Cluster

The funding for the project was authorized 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.

V. Design and Construction

Submission of Payment Requisitions to ESD will be made according to the design and construction disbursement terms which will be outlined in the Grant Disbursement Agreement. ESD reserves the right to inspect the project site to insure compliance of these terms, monitor project progress, insure work appropriate progress payments are made for work performed, and insure that contractors are paid for work performed.

VI. Environmental Review

Empire State Development, as lead agency, has completed an environmental review of the proposed 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 that the proposed for ESCDP MLK Park Commercial District would be an Unlisted Action that would not result in significant adverse impacts on the environment. Therefore, ESD staff recommend that the Directors make a Determination of No Significant Effect on the Environment.

Because some of the buildings for which grants are administered are eligible for inclusion on the State and National Registers of Historic Places, ESD will ensure that consultation is conducted with the NYS Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the State Historic Preservation Act prior to any construction

8 ______Master Page # 94 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 work.

VII. Non-Discrimination and Contractor & Supplier Diversity

VIII. ESD Employment Enforcement Policy

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

IX. 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.

X. Additional Submissions to Directors

Resolutions New York State Map

9 ______Master Page # 95 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for MLK Park Commercial District 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 East Side Commercial District Program, (“ESCEDF”) – Buffalo Regional Innovation Cluster 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 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 Broadway Fillmore Neighborhood Housing Services Inc. a grant for a total amount not to exceed Five Hundred Thousand Dollars ($500,000) from the Buffalo Regional Innovation Cluster 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

10 ______Master Page # 96 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

* * *

11 ______Master Page # 97 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

RESOLVED, that based on the material submitted to the Directors with respect to the East Side Commercial District Program (“ESCDP”) for MLK Park Commercial District Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

12 ______Master Page # 98 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

East Side Commercial District Program: MLK Park Commercial District City of Buffalo Erie County

______Master Page # 99 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for Broadway Fillmore Commercial District Capital – Buffalo Regional Innovation Cluster (Capital Grant)

General Project Plan

I. Project Summary

ESD* Investment: Grant of up to $500,000 for reimbursement of renovation costs associated with the revitalization of the Broadway Fillmore Commercial District through targeted exterior and interior commercial building improvements.

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

Project Locations: Broadway Fillmore Commercial District – Fillmore Avenue addresses between Sycamore Street and Paderewski Drive, and buildings with a Broadway Avenue addresses between Memorial Drive and Reed Street, as well as establishments on corner lots in this targeted area.

Proposed Project: Capital funding for multiple exterior and interior commercial building renovations within the Broadway Fillmore Commercial District

______Master Page # 100 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Project Type: Exterior and interior renovation to commercial buildings.

Regional Council: The Western New York Regional Economic Development Council has been made aware of this item.

II. Project Cost and Financing Sources

Financing Uses Amount ESDCP Broadway Fillmore Commercial District Grant $500,000

Total Project Costs $500,000

Financing Sources Amount Percent ESD-Grant $500,000 100%

Total Project Financing $500,000 100%

III. Project Description

A. Grantee

Industry: BFNHS is a neighborhood-based, not-for-profit corporation that works to improve the Broadway Fillmore neighborhood. BFNHS offers a variety of programs designed to improve existing housing, encourage home ownership, provide affordable rental opportunities, assist existing businesses and recruit new business, promote arts and culture, preserve the history of the neighborhood and work with and support local community groups.

Grantee History: Formed in 1981, BFNHS is a full-service neighborhood improvement organization working predominantly to improve the Broadway Fillmore neighborhood in Buffalo. It has been a NYS Neighborhood Preservation Grantee for the majority of its existence. It focuses on the South Fillmore Avenue corridor, running from Best Street to the north, Herman Street to the west, Seneca Street to the south, and Lathrop Street to the east. Some programs such as the home repair program have a larger service area and the agency’s by-laws allow it to work anywhere in the City of Buffalo, as long as the primary focus remains on the east side.

2 ______Master Page # 101 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 payment and closing cost assistance to first time homebuyers. BFNHS owns and manages 30 apartments, with an occupancy rate that approaches 100% and provides homes for predominantly extremely low- income individuals and families.

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

Size: BFNHS is governed by a 9-person Board of Directors, with a paid staff of five full time employees.

3 ______Master Page # 102 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 includes programs targeted at revitalization in the City’s most underserved neighborhoods. As part of this strategy, $50 million in state funding is dedicated to the revitalization of Buffalo’s East Side through the East Side Corridor Economic Development Fund (“ESCEDF”), which is making transformational capital investments in nine investment areas along four East Side Commercial Corridors – Michigan, Jefferson, Fillmore, and Bailey Avenues. Buffalo’s East Side is comprised of more than 40% the City's total land area, over 40% of total residents, and about 30% of total jobs and businesses, and thus far has not been on par with the rest of the City throughout Buffalo's revitalization.

Within the ESCEDF, Empire State Development (ESD) is establishing a $2 million program that will expand neighborhood-serving businesses including retail, restaurants, and other services; and increase mixed-use opportunities along strong commercial districts within the Jefferson Avenue, MLK Park, Broadway-Fillmore, and Kensington-Bailey Commercial Districts. This new program, the East Side Commercial District Program (ESCDP), will provide funding for building renovations in these four neighborhoods, which are four of the nine target investment areas of the ESCEDF. ESCDP is modeled after the Better Buffalo Fund’s Buffalo Main Streets Initiative (BMSI) and the New York State Main Street (NYMS) program offered by NYS Homes and Community Renewal’s (HCR) Housing Trust Fund Corporation (HTFC).

Investment areas were chosen because (1) they represent traditional mixed-use commercial districts, (2) there is demand from building owners, and (3) the area has an established non-profit Local Program Administrator (LPA) to administer ESCDP. BFNHS was selected to administer the ESCDP in the Broadway Fillmore Commercial District due to its previous involvement in the Buffalo Main Street Initiative or the NYS Main Street program, and because of its existing work supporting commercial corridors in its neighborhoods of service.

In addition, ESD has procured Consultants (a planning, economic development, and/or architecture/ engineering firm) to assist the with ESCDP. Each LPA will receive assistance from a Consultant for no more than two years. Through an RFP selection process, ESD contracted with two consultant teams led by Developments by JEM, LLC and LaBella Associates to work with two LPAs each during the initial two of the five years of the program. LaBella Associates will work with BFNHS to administer ESCDP in the Broadway Fillmore Commercial District. The Consultant will not only be responsible for assisting BFNHS with ESCDP administration but will also provide the BFNHS with the knowledge to continue this work independently.

4 ______Master Page # 103 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Past ESD Support: This is the grantee’s first project with ESD.

B. The Project

Completion: October 2024

Activity: ESCDP aims to assist in the revitalization of mixed-use neighborhood commercial districts through targeted commercial improvements such as façade renovations and interior commercial building upgrades. ESD will award BFNHS up to $500,000 to administer ESCDP on behalf of ESD for the Broadway Fillmore Commercial District. BFNHS will be responsible for administering the Program over five years according to the “East Side Commercial District Program Guidelines” developed for BFNHS. Projects funded through BFNHS will range from exterior façade renovations, to interior improvements, to systems improvements, and code compliance upgrades to properties located within each commercial districts’ boundaries; and will range in scale and cost.

Investments of ESCDP funds in eligible building and activities must be matched by other funds by the property owner. ESD requires that the property owner contribute a minimum of fifteen percent (15%) match of the total project cost. In-kind matches and/or staff time are not eligible for the match requirement. Costs incurred prior to award and contract execution between the BFNHS and Property Owner are not eligible. BFNHS will be responsible for selecting projects within the boundaries of the commercial district it represents. Project selection will occur based on a review of an BFNHS chosen Project Selection Committee, which will review each project application based on formalized evaluation criteria. BFNHS will seek projects that will contribute to the revitalization of the Broadway Fillmore Commercial District by:

 Building on existing planning processes to ensure that capital investments of public funds will enhance the aesthetics and economics of the commercial district;

5 ______Master Page # 104 of 300 - NYS Urban Development Corporation Meeting 9/19/2019  Stimulating the economic revitalization of commercial districts by providing financial incentives for the rehabilitation of traditional commercial building stock;  Fostering small business development, thereby providing economic opportunities and promoting economic activity in neighborhood business locations;  Preserving significant and historic buildings and providing an environment that attracts new investment to enable the adaptive reuse of these buildings for new enterprises;  Addressing existing accessibility, code compliance, energy efficiency and health and safety issues to return vacant commercial spaces to active use;  Creating an incentive for comprehensive and enhanced rehabilitation projects rather than deferred maintenance and repair assistance.

Results: Commercial districts also often serve as the gateway to their respective neighborhoods, helping shape perceptions of visitors and potential investors. The Broadway Fillmore Commercial District is often characterized by underutilized commercial and industrial parcels, vacant lots, insufficient housing and outdated infrastructure. Through ESCDP the Broadway Fillmore Commercial District has the potential to become an economic driver and catalyst for revitalization of the East Side. With 62 businesses that call the Broadway Fillmore commercial corridor home, public transit bus service, and historic building fabric that remains intact, there is opportunity in Broadway Fillmore to create a pedestrian friendly environment, rehab architectural and culturally significant buildings and improve the business climate in the investment area. As a more flexible program than existing Main Street corridor programs, ESCDP will address prior barriers to participation experienced by several small businesses including access to capital and enhanced technical assistance in project management and delivery. This expanded building renovation program could improve the business climate, combat vacancies, and contribute to the overall revitalization of the corridors.

6 ______Master Page # 105 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Economic Growth Investment 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.

Grantee Contact: Mr. Stephen Karnath, Executive Director Broadway-Fillmore Neighborhood Housing Services, Inc. 780 Filmore Avenue Buffalo, NY 14212 Phone: 716-852-3130 E-mail: skarnath@780fillmore. org

ESD Project No: #133,068

Project Team: Origination Johanna Walczyk Project Management Kaitlin Chmura Contractor & Supplier Diversity Geraldine Ford Design & Construction Dennis Conroy Environmental Paul Tronolone

C. Financial Terms and Conditions

1. ESD will enter into a Grant Disbursement Agreement with LPA for the administration of the disbursement of funds.

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

3. Up to $500,000 will be disbursed as follows:

7 ______Master Page # 106 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 proportion of ESD’s funding share (up to 85% of total project costs; and not to exceed $50,000 unless otherwise approved by ESD), assuming all project approvals have been completed and funds are available. Each subsequent payment requisition will include the current month’s invoices and proof of payment for invoices submitted for the previous month. 10% of the individual project costs will be retained until documentation supporting project completion and evidence of Property Owner’s project equity contribution has been received by ESD.

Any funds not utilized for project costs within 48 months of disbursement must be returned to ESD. Within 24 months of disbursement, ESD will require documentation of 100% of eligible project costs.

Expenditures incurred prior to September 19, 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 $500,000, 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.

IV. Statutory Basis – Buffalo Regional Innovation Cluster

V. Design and Construction

VI. Environmental Review

Empire State Development, as lead agency, has completed an environmental review of the proposed 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 that the proposed for ESCDP Broadway Fillmore Commercial District would be an Unlisted Action that would not result in significant adverse impacts on the environment. Therefore, ESD staff recommend that the Directors make a Determination of No Significant Effect on the Environment.

8 ______Master Page # 107 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Because some of the buildings for which grants are administered are eligible for inclusion on the State and National Registers of Historic Places, ESD will ensure that consultation is conducted with the NYS Office of Parks, Recreation and Historic Preservation pursuant to the requirements of Section 14.09 of the State Historic Preservation Act prior to any construction work.

VII. Non-Discrimination and Contractor & Supplier Diversity

VIII. ESD Employment Enforcement Policy

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

IX. 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.

X. Additional Submissions to Directors

Resolutions New York State Map

9 ______Master Page # 108 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for Broadway Fillmore Commercial District 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 East Side Commercial District Program (“ESCDP”) for Broadway Fillmore Commercial District Capital – Buffalo Regional Innovation Cluster 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 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 Broadway Fillmore Neighborhood Housing Services Inc. a grant for a total amount not to exceed Five Hundred Thousand Dollars ($500,000) from the Buffalo Regional Innovation Cluster 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 provision of ESD financial assistance is expressly contingent upon: (1) the 10 ______Master Page # 109 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

* * *

11 ______Master Page # 110 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

RESOLVED, that based on the material submitted to the Directors with respect to the East Side Commercial District Program (“ESCDP”) for Broadway Fillmore Commercial District Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

12 ______Master Page # 111 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

East Side Commercial District Program: Broadway Fillmore Commercial District City of Buffalo Erie County

______Master Page # 112 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for Kensington Bailey Commercial District Capital – Buffalo Regional Innovation Cluster (Capital Grant)

General Project Plan

I. Project Summary

Grantee: University District Community Development Association, Inc. (“UDCDA”) will serve as the Non-profit Local Program Administrator (“LPA” or “Grantee”) for the East Side Commercial District Program (“Program”)

ESD* Investment: Grant of up to $500,000 for reimbursement of renovation costs associated with the revitalization of the Kensington Bailey Commercial District through targeted exterior and interior commercial building improvements.

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

Project Location: Kensington Bailey Commercial District – Bailey Avenue addresses between LaSalle Avenue and Route 33, as well as establishments on corner lots in this targeted area.

Proposed Project: Capital funding for multiple exterior and interior commercial building renovations within the Kensington Bailey Commercial District

Project Type: Exterior and interior renovation to commercial building

______Master Page # 113 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Regional Council: The Western New York Regional Economic Development Council has been made aware of this item.

II. Project Cost and Financing Sources

Financing Uses Amount ESCDP - Kensington Bailey Commercial District Grant $500,000

Total Project Costs $500,000

Financing Sources Amount Percent ESD-Grant $500,000 100%

Total Project Financing $500,000 100%

III. Project Description

A. Grantee

Industry: UDCDA is a full-service agency offering a wide array of youth and senior service programs to residents at the Gloria J. Parks Community Center located at 3242 Main Street while also spearheading community and housing development projects throughout Buffalo’s Northeast from their offices located at 995 Kensington Avenue.

Grantee History: UDCDA is a blended agency created through the 2010 merger of UHCDA and Kensington-Bailey Neighborhood Housing Services (“KBNHS”). In 1976, a University District Councilman, initiated an assessment of the feasibility of developing a Neighborhood Housing Services (NHS) program in Buffalo. The Kensington-Bailey Delavan neighborhood was selected and ultimately became the location of the first NHS in Buffalo. The NHS was incorporated as Buffalo Neighborhood Housing Services, Inc. In 1981, after the start of five additional NHS’s, all six affiliated were separately incorporated and KBNHS was born. KBNHS became a leader in housing rehabilitation activities, provided first-time homebuyer programs, administered a lending program to homeowners and supported the small business community by establishing a special tax district. KBNHS’s mission to support and promote area neighborhoods through delivery of housing and economic development programs and services is now incorporated into the newly formed UDCDA.

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

2 ______Master Page # 114 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Size: UDCDA is governed by a 12-person Board of Directors, with a paid staff of 10 full time employees.

Market: UDCDA offers programs to improve the quality of life in the City of Buffalo’s University District and surrounding neighborhoods. The organization offers a comprehensive variety programs to improve the community. UDCDA works with residents, block clubs, community nonprofits, educational institutions, and local government to invest resources in the people and places in the community. These actions are undertaken for the benefit of the residents, businesses and property owners of the University District Community.

In addition to administering affordable housing programs, youth and senior programming, UDCDA has administered NYS Main Street and Buffalo Main Street Initiative on both Main Street and Bailey Avenues resulting in the renovations of a variety of businesses and institutions along the respective corridors further increasing the corridors’ economic viability and impact.

ESD Involvement: As part of the 2017-2018 State budget, the Governor and the State Legislature approved a second phase of the Buffalo Billion initiative (“BB2”), allocating an additional $525 million for economic development in Western New York. A major component of BB2 focuses on ensuring that all Western New Yorkers have an improved quality of life, and includes programs targeted at revitalization in the City’s most underserved neighborhoods. As part of this strategy, $50 million in state funding is dedicated to the revitalization of Buffalo’s East Side through the East Side Corridor Economic Development Fund (ESCEDF), which is making transformational capital investments in nine investment areas along four East Side Commercial Corridors – Michigan, Jefferson, Fillmore, and Bailey Avenues. Buffalo’s East Side is comprised of more than 40% the City's total land area, over 40% of total residents, and about 30% of total jobs and businesses, and thus far has not been on par with the rest of the City throughout Buffalo's revitalization.

Within the ESCEDF, ESD is establishing a $2 million program that will expand neighborhood-serving businesses including retail, restaurants, and other services; and increase mixed-use opportunities along strong commercial districts within the Jefferson Avenue, MLK Park, Broadway- Fillmore, and Kensington-Bailey Commercial Districts. This new program, ESCDP, will provide funding for building renovations in these four neighborhoods, which are four of the nine target investment areas of the ESCEDF. ESCDP is modeled after the Better Buffalo Fund’s Buffalo Main Streets Initiative (BMSI) and the New York State Main Street (NYMS)

3 ______Master Page # 115 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 program offered by NYS Homes and Community Renewal’s (HCR) Housing Trust Fund Corporation (HTFC).

Investment areas were chosen because (1) they represent traditional mixed-use commercial districts, (2) there is demand from building owners, and (3) the area has an established non-profit Local Program Administrator (LPA) to administer ESCDP. UDCDA was selected to administer ESCDP in the Kensington-Baily area because of the organization’s previous involvement in the Buffalo Main Street Initiative or the NYS Main Street program, and because of their existing work supporting commercial corridors in their neighborhoods of service.

In addition, ESD has procured Consultants (a planning, economic development, and/or architecture/ engineering firm) to assist the with ESCDP. Through an RFP selection process, ESD contracted with two consultant teams led by Developments by JEM, LLC and LaBella Associates to work with two LPAs each during the initial two of the five years of the program. Developments by JEM, LLC will work with UDCDA to administer ESCDP in the Kensington Bailey Commercial District. The Consultant will not only be responsible for assisting UDCDA with ESCDP administration but will also provide the UDCDA with the knowledge to continue this work independently.

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

B. The Project

Completion: October 2024

Activity: ESD will award the UDCDA up to $500,000 to administer ESCDP on behalf of ESD. UDCDA will be responsible for administering ESCDP over five years according to the “East Side Commercial District Program Guidelines” developed for ESCDP. ESCDP’s goal is to assist in the revitalization of mixed-use neighborhood commercial districts through targeted commercial improvements such as façade renovations and interior commercial building upgrades. Projects funded through UDCDA will range from exterior façade renovations, to interior improvements, to systems improvements, and code compliance upgrades to properties located within each commercial districts’ boundaries; and will range in scale and cost.

UDCDA may award property owners up to eighty-five percent (85%) of total project costs, up to $50,000 per building, for renovation of a building. Professional service costs, or “soft costs,” that are attributed

4 ______Master Page # 116 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 directly to the delivery of the renovation activities may be eligible expenses; however, these expenses must be necessary for the completion of a building renovation project. Soft costs must be included in the project budget and may not exceed 18% of the ESCDP funds for the project.

Investments of ESCDP funds in eligible building and activities must be matched by other funds by the property owner. ESD requires that the property owner contribute a minimum of fifteen percent (15%) match of the total project cost. In-kind matches and/or staff time are not eligible for the match requirement. Costs incurred prior to award and contract execution between the UDCDA and Property Owner are not eligible. UDCDA will be responsible for selecting projects within the boundaries of the commercial district it represents. Project selection will occur based on a review of an UDCDA chosen Project Section Committee, which will review each project application based on formalized evaluation criteria. UDCDA will seek projects that will contribute to the revitalization of Kensington-Bailey by:

 Building on existing planning processes to ensure that capital investments of public funds will enhance the aesthetics and economics of the commercial district;  Stimulating the economic revitalization of commercial districts by providing financial incentives for the rehabilitation of traditional commercial building stock;  Fostering small business development, thereby providing economic opportunities and promoting economic activity in neighborhood business locations;  Preserving significant and historic buildings and providing an environment that attracts new investment to enable the adaptive reuse of these buildings for new enterprises;  Addressing existing accessibility, code compliance, energy efficiency and health and safety issues to return vacant commercial spaces to active use;  Creating an incentive for comprehensive and enhanced rehabilitation projects rather than deferred maintenance and repair assistance.

With assistance from a Consultant, the UDCDA will be responsible for all aspects of grant administration including: ensuring successful completion of all assisted projects; evaluating and selecting activities to be supported; entering into contracts with participating property owners and contractors; and assuring compliance with all local, state and federal

5 ______Master Page # 117 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 laws and regulations.

Results: Commercial districts also often serve as the gateway to their respective neighborhoods, helping shape perceptions of visitors and potential investors. The Kensington Bailey Commercial District is often characterized by underutilized commercial and industrial parcels, vacant lots, insufficient housing and outdated infrastructure. Through ESCDP the Kensington Bailey Commercial District has the potential to become an economic driver and catalyst for revitalization of the East Side. With 62 businesses that call the commercial corridor home, strong transit connections (both light rail and bus service), and historic building fabric that remains intact, there is opportunity in Kensington Bailey to create a pedestrian friendly environment, rehab architectural and culturally significant buildings and improve the business climate in the investment area. As a more flexible program than existing Main Street corridor programs, ESCDP will address prior barriers to participation experienced by several small businesses including access to capital and enhanced technical assistance in project management and delivery. This expanded building renovation program could improve the business climate, combat vacancies, and contribute to the overall revitalization of the corridors.

Grantee Contact: Ms. Roseann Scibilia, Executive Director University District Community Development Association, Inc. 3242 Main Street Buffalo, NY 14214 Phone: 716-832-1010 E-mail: r.scibilia@udcda. org

ESD Project No: #133,066

Project Team: Origination Angela Rossi Project Management Kaitlin Chmura Contractor & Supplier Diversity Geraldine Ford Design & Construction Dennis Conroy Environmental Paul Tronolone

6 ______Master Page # 118 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 C. Financial Terms and Conditions

1. ESD will enter into a Grant Disbursement Agreement with LPA for the administration of the disbursement of funds.

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

3. Up to $500,000 will be disbursed as follows:

Any funds not utilized for project costs within 48 months of disbursement must be returned to ESD. Within 24 months of disbursement, ESD will require documentation of 100% of eligible project costs.

Expenditures incurred prior to September 19, 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 $500,000, 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.

7 ______Master Page # 119 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 IV. Statutory Basis – Buffalo Regional Innovation Cluster

V. Design and Construction

VI. Environmental Review

Empire State Development, as lead agency, has completed an environmental review of the proposed 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 that the proposed for ESCDP Kensington Bailey Commercial District would be an Unlisted Action that would not result in significant adverse impacts on the environment. Therefore, ESD staff recommend that the Directors make a Determination of No Significant Effect on the Environment.

VII. Non-Discrimination and Contractor & Supplier Diversity

VIII. Additional Submissions to Directors

Resolutions New York State Map

8 ______Master Page # 120 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for Kensington Bailey Commercial District 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 East Side Commercial District Program, (“ESCDP”) – Buffalo Regional Innovation Cluster 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 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 University District Community Development Association, for a total amount not to exceed Five Hundred Thousand Dollars ($500,000) from the Buffalo Regional Innovation Cluster 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

9 ______Master Page # 121 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

* * *

10 ______Master Page # 122 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

RESOLVED, that based on the material submitted to the Directors with respect to the East Side Corridor Economic Development Fund, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

11 ______Master Page # 123 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

East Side Commercial District Program: Kensington Bailey Commercial District City of Buffalo Erie County

______Master Page # 124 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for Jefferson Avenue Commercial District Capital – Buffalo Regional Innovation Cluster (Capital Grant)

General Project Plan

I. Project Summary

Grantee: Citizens Alliance, Inc. (“CAI”) will serve as the non-profit Local Program Administrator (“LPA” or “Grantee”) for the East Side Commercial District Program (“Program”)

ESD* Investment: Grant of up to $500,000 for reimbursement of renovation costs associated with the revitalization of the Jefferson Avenue Commercial District through targeted exterior and interior commercial building improvements.

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

Project Location: Jefferson Avenue Commercial District – Jefferson Avenue addresses between East Ferry Street and Dodge Street, as well as establishments on corner lots.

Proposed Project: Capital funding for multiple exterior and interior commercial building renovations within the Jefferson Avenue Commercial District

Project Type: Exterior and interior renovation to commercial buildings

______Master Page # 125 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Regional Council: The Western New York Regional Economic Development Council has been made aware of this item.

II. Project Cost and Financing Sources

Financing Uses Amount ESCDP- Jefferson Avenue Commercial District Grant $500,000

Total Project Costs $500,000

Financing Sources Amount Percent ESD-Grant $500,000 100%

Total Project Financing $500,000 100%

III. Project Description

A. Grantee

Industry: Citizens Alliance, Inc. (CAI) is a not for profit organization which has been faithfully serving the East Side community of the City of Buffalo for more than 40 years. CAI’s mission is to increase citizens’ participation and their sphere of influence in the government, the economy and the community. CAI works to improve existing housing conditions and to make housing opportunities available for low to moderate income individuals.

Grantee History: Over the last ten years CAI has participated in City of Buffalo Housing court as liaisons, helping home owners deal with housing inspections and supporting them with identifying grants, weatherization, and home improvement loans. CAI’s human service programs include: resolving tenant issues; rehabilitation of owner-occupied homes; property management and maintenance of vacant lots; senior services; and paper shredding events. CAI has an initiative to aid businesses with renovation of commercial and mixed-use properties along Jefferson Avenue to continue its efforts to bring jobs and economic development back to what was once a thriving neighborhood. CAI collaborates with other not for profit organizations with aligned values to help educate and empower the community and realize the organization’s mission.

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

2 ______Master Page # 126 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Size: CAI is governed by a six-person Board of Directors, with a paid staff of two full time employees.

Market: CAI provides housing assistance services primarily to low-income residents in the Delevan Grider neighborhood on Buffalo’s East Side, where 52% of residents are African American and 45% of residents live at or below the federal poverty level. 45% of East Side residents are homeowners while 55% are renters, but people of color only account for 37% of homeownership. CAI’s participation in the NYS Neighborhood Preservation Program allows it to assist low-income homeowners’ in accessing housing support programs. The Jefferson Avenue commercial corridor in CAI’s service district has suffered from decades of disinvestment; CAI’s current BMSI award for corridor assistance has begun to enhance the commercial revitalization and development along the corridor.

3 ______Master Page # 127 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Investment areas were chosen because (1) they represent traditional mixed-use commercial districts, (2) there is demand from building owners, and (3) the area has an established non-profit Local Program Administrator (LPA) to administer ESCDP. CAI was selected to administer ESCDP in the Jefferson area because of the organization’s previous involvement in the Buffalo Main Street Initiative or the NYS Main Street program, and because of their existing work supporting commercial corridors in their neighborhoods of service.

In addition, ESD has procured Consultants (a planning, economic development, and/or architecture/ engineering firm) to assist the with ESCDP. Through an RFP selection process, ESD contracted with two consultant teams led by Developments by JEM, LLC and LaBella Associates to work with two LPAs each during the initial two of the five years of the program. Developments by JEM, LLC will work with CAI to administer ESCDP in the Jefferson Avenue Commercial District. The Consultant will not only be responsible for assisting CAI with ESCDP administration but will also provide the CAI with the knowledge to continue this work independently.

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

B. The Project

Completion: October 2024

Activity: ESD will award the CAI up to $500,000 to administer ESCDP on behalf of ESD. CAI will be responsible for administering ESCDP over five years according to the “East Side Commercial District Program Guidelines” developed for ESCDP. ESCDP’s goal is to assist in the revitalization of mixed-use neighborhood commercial districts through targeted commercial improvements such as façade renovations and interior commercial building upgrades. Projects funded through ESCDP will range from exterior façade renovations, to interior improvements, to systems improvements, and code compliance upgrades to properties located within each commercial districts’ boundaries; and will range in scale and cost.

CAI may award property owners up to eighty-five percent (85%) of total project costs, up to $50,000 per building, for renovation of a building. Professional service costs, or “soft costs,” that are attributed directly to the delivery of the renovation activities may be eligible expenses; however, these expenses must be necessary for the completion of a building renovation project. Soft costs must be included in the project

4 ______Master Page # 128 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 budget and may not exceed 18% of the ESCDP funds for the project.

Investments of ESCDP funds in eligible building and activities must be matched by other funds by the property owner. ESD requires that the property owner contribute a minimum of fifteen percent (15%) match of the total project cost. In-kind matches and/or staff time are not eligible for the match requirement. Costs incurred prior to award and contract execution between the CAI and Property Owner are not eligible. CAI will be responsible for selecting projects within the boundaries of the commercial district it represents. Project selection will occur based on a review of an CAI chosen Project Section Committee, which will review each project application based on formalized evaluation criteria. CAI will seek projects that will contribute to the revitalization of Jefferson Avenue by:

With assistance from a Consultant, the CAI will be responsible for all aspects of grant administration including: ensuring successful completion of all assisted projects; evaluating and selecting activities to be supported; entering into contracts with participating property owners and contractors; and assuring compliance with all local, state and federal laws and regulations.

Results: Commercial districts also often serve as the gateway to their respective neighborhoods, helping shape perceptions of visitors and potential

5 ______Master Page # 129 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 investors. The Jefferson Avenue Commercial District is often characterized by underutilized commercial and industrial parcels, vacant lots, insufficient housing and outdated infrastructure. Through ESCDP the Jefferson Avenue Commercial District has the potential to become an economic driver and catalyst for revitalization of the East Side. With 35 businesses that call the commercial corridor home, strong transit connections (both light rail and bus service), and historic building fabric that remains intact, there is opportunity in Jefferson Avenue to create a pedestrian friendly environment, rehab architectural and culturally significant buildings and improve the business climate in the investment area. As a more flexible program than existing Main Street corridor programs, ESCDP will address prior barriers to participation experienced by several small businesses including access to capital and enhanced technical assistance in project management and delivery. This expanded building renovation program could improve the business climate, combat vacancies, and contribute to the overall revitalization of the corridors.

Grantee Contact: Mr. Cornelius Johnson, Executive Director Citizens Alliance, Inc. 836 E. Delavan Avenue Buffalo, NY 14215 Phone: 716-200-9219 E-mail: c_alliance836@yahoo. com

ESD Project No: #133,067

Project Team: Origination Johanna Walczyk Project Management Kaitlin Chmura Contractor & Supplier Diversity Geraldine Ford Design & Construction Dennis Conroy Environmental Paul Tronolone

C. Financial Terms and Conditions

1. ESD will enter into a Grant Disbursement Agreement with LPA for the administration of the disbursement of funds.

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

6 ______Master Page # 130 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 3. Up to $500,000 will be disbursed as follows:

Any funds not utilized for project costs within 48 months of disbursement must be returned to ESD. Within 24 months of disbursement, ESD will require documentation of 100% of eligible project costs.

Expenditures incurred prior to September 19, 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 $500,000, 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.

IV. Statutory Basis – Buffalo Regional Innovation Cluster

7 ______Master Page # 131 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 V. Design and Construction

VI. Environmental Review

Empire State Development, as lead agency, has completed an environmental review of the proposed 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 that the proposed for ESCDP Jefferson Avenue Commercial District would be an Unlisted Action that would not result in significant adverse impacts on the environment. Therefore, ESD staff recommend that the Directors make a Determination of No Significant Effect on the Environment.

VII. Non-Discrimination and Contractor & Supplier Diversity

VIII. ESD Employment Enforcement Policy

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

IX. 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.

8 ______Master Page # 132 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 X. Additional Submissions to Directors

Resolutions New York State Map

9 ______Master Page # 133 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for Jefferson Avenue Commercial District 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 East Side Commercial District Program, (“ESCDP”) for the Jefferson Avenue Commercial District Capital – Buffalo Regional Innovation Cluster 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 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 Citizen’s Alliance, Inc. a grant for a total amount not to exceed Five Hundred Thousand Dollars ($500,000) from the Buffalo Regional Innovation Cluster 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 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 10 ______Master Page # 134 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

* * *

11 ______Master Page # 135 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Buffalo (Western New York Region – Erie County) – East Side Commercial District Program (“ESCDP”) for the Jefferson Avenue Commercial District Capital – Buffalo Regional Innovation Cluster (Capital Grant) – Determination of No Significant Effect on the Environment

RESOLVED, that based on the material submitted to the Directors with respect to the East Side Commercial District Program (“ESCDP”) for the Jefferson Avenue Commercial District Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

* * *

12 ______Master Page # 136 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

East Side Commercial District Program: Jefferson Avenue Commercial District City of Buffalo Erie County

______Master Page # 137 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Rochester (Finger Lakes Region – Monroe County) – University of Rochester Medicine 3D Organ Printing 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

General Project Plan

I. Project Summary

Grantee: University of Rochester (“UR” or the “University”)

ESD* Investment: A grant of up to $500,000 to be used for a portion of the cost of construction and renovation

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

Project Location: 601 Elmwood Avenue, Rochester, Monroe County

Proposed Project: Renovation and purchase of new machinery and equipment including a 3D organ printer for a simulation lab at the University of Rochester Medical Center (“URMC”) to advance the University’s capabilities in surgical simulation

Project Type: Educational facility renovation and workforce development

Regional Council: The Finger Lakes Regional Economic Development Council has been made aware of this item. The project is consistent with the Finger Lakes Regional Economic Development Council Plan to improve Workforce Development through Higher Education, Research, and Healthcare. The Vice President and Chief Operating Officer of the University of Rochester

______Master Page # 138 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Medical Center is a member of the 23-person Finger Lakes Regional Economic Development Council. In conformance with the State’s policy, this individual has recused himself on votes recommending this project.

II. Project Cost and Financing Sources

Financing Uses Amount Machinery & Equipment Acquisition 3,766,443 Construction/Renovation $136,918 Furniture/Fixtures 25,896 Soft costs 5,000

Total Project Costs $3,934,257

Financing Sources Amount Percent ESD-Grant $500,000 13% Grantee Equity * 3,434,257 87%

Total Project Financing $3,934,257 100%

* Grantee equity includes a donation from Intuitive Surgical Supply, Inc.

III. Project Description

A. Company

Industry: Higher Education

Grantee History: The University of Rochester was established in 1850 and has nearly 12,000 graduate and undergraduate students. The University has added 9,000 employees over the last decade, making it the largest private sector employer in Upstate and the 5th largest in New York State with over 32,000 employees.

The University of Rochester Medical Center (“URMC”) is one of the nation’s leading academic medical centers. It forms the centerpiece of the University’s health research, teaching and patient care missions. URMC includes Strong Memorial Hospital, the Eastman Institute for Oral Health, the University of Rochester School of Medicine and Dentistry with its faculty practice (University of Rochester Medical Faculty Group), and the University of Rochester School of Nursing.

Ownership: The University is a private not-for-profit organization.

2 ______Master Page # 139 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Size: The University has over 32,000 employees and all facilities are located in New York.

Market: Customers include students, staff, and patients at the University and URMC, as well as external institutions and companies.

ESD Involvement: The Finger Lakes Region is known for exceptional education and healthcare, and the University is recognized for pioneering innovative research and training the next generation of healthcare providers. URMC is at the forefront of medical applications in 3D printing, and the Institute for Innovative Education identified an opportunity to advance capabilities in 3D organ printing, providing a patient-centered approach to surgical simulation. The proposed project included new state-of-the-art equipment and the renovation of a mock operating room suite for their Simulated Inanimate Model for Physical Learning Experience. The equipment upgrades significantly reduce the time required to print 3D replicas of patient’s abdominal organs, and as the only U.S. institution creating these lifelike replicas, URMC could also become a supplier for other medical centers, which would drive workforce development in the region.

In July 2017, the University applied for assistance under Round 7 of the Finger Lakes Regional Economic Development Council’s Consolidated Funding Application (“CFA”) to close the funding gap to complete the renovation. The University was not awarded funding under Round 7, but they were awarded $500,000 in April 2018 from re-allocated funds within the Regional Council Capital Fund.

Competition: N/A

Past ESD Support: Funding for the past five years to the Grantee, totaling $86.5 million, is summarized in the following chart:

Date Start (ESD Date End Program Project # Amount Directors’ (Project Completion: Purpose Approval date) Contract Expiration) Working Capital Grant - Research Upstate Revitalization AB840 $7,500,000 April 18, 2019 December 31, 2020 and development of Initiative Data Science Consortium Capital Grant – Regional Council Capital AA733 $450,000 April 18, 2019 December 31, 2020 Renovation of Fund Messinger Hall NYS Life Science Capital Grant – 132,188 $1,000,000 March 28, 2019 December 31, 2023 Initiative Fund Genomic lab

3 ______Master Page # 140 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 equipment purchase Upstate Revitalization AB838 $12,500,000 Capital Grant – Initiative October 19, 2017 December 31, 2022 Construction of Regional Council Capital AA699/Z895 $2,500,000 Wegman Hall Fund Working Capital Grant - Establish Upstate Revitalization venture fund AC784 $25,000,000 July 19, 2018 December 31, 2028 Initiative focused on high- technology start-up companies. Working Capital NYS Life Science Grant – Establish an AC346 $1,650,000 October 19, 2017 December 31, 2020 Initiative Fund Upstate Drug Discovery Center Working Capital Grant – Establish NYS Life Science not-for-profit drug AC619 $35,400,000 May 19, 2018 December 31, 2025 Initiative Fund discovery and development collaborative. Capital Grant - Machinery and Regional Council Capital Y866 $500,000 June 25, 2015 December 31, 2016 equipment for Fund Health and Sciences Center

B. The Project

Completion: July 2019

Activity: The University completely renovated an existing lab space to accommodate the new Simulation lab. The space was expanded and converted into a dedicated 3D printing and polymer laboratory to develop simulation technologies and included the acquisition of the latest 6-head 3D printer, which expanded URMC’s capabilities to reproduce various tissue textures and fabricate organ models in less than one week, an improvement of 1-2 weeks in processing time.

In addition, URMC acquired work stations with computing capabilities to handle complex programs including image segmentation, computer aided drafting (CAD) design, and polymer casting. These programs streamlined the process of fabricating patient specific organ models for surgical practice prior to the surgeons performing the live surgery.

Results: Unlike most simulation laboratories that utilize animals or manufactured partial task trainers, URMC is yielding realistic models that utilize 3D

4 ______Master Page # 141 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 printing technology and biomaterial research to incorporate pulsatile flow, different tissue consistencies, and radiographic properties. The printed organs look, feel, and react like live organs.

The newly renovated laboratory is currently providing indispensable educational tools for medical students, residents, nursing staff, and engineering interns. By providing surgeons with a high-fidelity, patient- specific simulation platform with which they can visually and physically interact, the University is able to thoroughly plan and rehearse a patient’s procedure so the live procedure will be performed with confidence, precision, and improved patient outcomes.

In addition, URMC is the only U.S. institution creating lifelike replicas, and this expansion provides URMC with a larger footprint on a regional and national stage. URMC has the potential to become a supplier for other medical centers, which would result in a larger workforce and additional job training opportunities for medical professionals.

Grantee Contact: Anne Corriveau, Senior Research Administrator Office of Research and Project Administration University of Rochester 518 Highland Building Rochester, NY 14627 Phone: (585) 273-2137 E-mail: acorriveau@rochester. edu

ESD Project No.: AC908

Project Team: Origination Gregory Parker Project Management Lisa Smith Contractor & Supplier Diversity Geraldine Ford Finance Kathleen Uckert Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $500,000 capital grant ($5,000) and reimburse ESD for all out-of-pocket expenses incurred in connection with the project.

5 ______Master Page # 142 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 2. The Grantee will demonstrate no materially adverse changes in its financial condition prior to disbursement.

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

4. Up to $500,000 will be disbursed to the Grantee in lump sum upon documentation of construction/renovation, machinery and equipment, furniture/fixtures, and soft project costs totaling $3,934,257, 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 13, 2017 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 $500,000, 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.

IV. Statutory Basis – Regional Council Capital Fund

The funding was authorized in the 2018-2019 New York State budget and 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.

V. Environmental Review

VI. 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

6 ______Master Page # 143 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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 $260,000. As such, the goal MWBE utilization shall be no less than $78,000.

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.

IX. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

7 ______Master Page # 144 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Rochester (Finger Lakes Region – Monroe County) – University of Rochester Medicine 3D Organ Printing 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 University of Rochester Medicine 3D Organ Printing 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 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 University of Rochester a grant for a total amount not to exceed Five Hundred Thousand Dollars ($500,000) 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

______Master Page # 145 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

* * *

______Master Page # 146 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

University of Rochester Medicine 3D Organ Printing Capital Rochester Monroe County

______Master Page # 147 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 University of Rochester Medicine 3D Organ Printing Capital

Before Renovation

During Renovation

______Master Page # 148 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 After Renovation

______Master Page # 149 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 After Renovation

______Master Page # 150 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Oswego (Central New York Region – Oswego County) – Super Dirt Week 2019-2025 at Oswego Speedway 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

General Project Plan

I. Project Summary

Grantee: World Racing Group, Inc. (“WRG” or the “Group”)

ESD* Investment: A grant of up to $3,629,000 to be used for the cost of facility conversion and expansion to support Super DIRT Week through 2025

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

Project Location: 300 E. Albany Street, Oswego, Oswego County

Proposed Project: Conversion of the Oswego Speedway’s asphalt track into a dirt track, build a temporary race team pit, improvements to the spectator camping area and parking site, improvements to the grandstand, and facility infrastructure in order to provide the capacity required for the Super Dirt Week event

Project Type: Facility expansion

Regional Council: The project is consistent with the Central New York Regional Economic Development Council’s Plan to promote job creation, entrepreneurship and innovation in existing firms, enhancing, and marketing the region’s arts and tourism assets to maximize the region’s economic growth

______Master Page # 151 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 through visitor and resident spending.

II. Project Cost and Financing Sources

Financing Uses Amount Facility/Campus Conversion $1,974,000 DIRT Track Conversion 1,545,000 Building Renovation 100,000 Furniture, Fixtures, and Equipment 10,000

Total Project Costs $3,629,000

Financing Sources Amount Percent ESD-Grant $3,629,000 100%

Total Project Financing $3,629,000 100%

III. Project Description

A. Company

Industry: Motor sports entertainment

Company History: Headquartered in Concord, North Carolina, World Racing Group, Inc., (formerly DIRT Motor Sports, Inc.), is a leading marketer and promoter of motor sports entertainment in the United States and Canada. WRG encompasses the World of Outlaws Sprint Car Series, World of Outlaws Late Model Series, Super DIRTcar Series, and a vast DIRTcar Racing sanctioning program of more than 5,000 races annually. Each year, DIRTcar sanctioned races are held at 125 DIRTcar affiliated tracks situated throughout the U.S. and Canada.

Ownership: WRG is a privately owned business corporation.

Size: The Group owns the Volusia Speedway Park in Barberville, Florida, and leases various racing facilities for major motorsports events in Charlotte, North Carolina; Dallas/Ft. Worth, Texas; and Las Vegas, Nevada.

Market: WRG offers dirt track racing and other family entertainment events to enthusiasts of all age groups from the U.S. and Canada.

ESD Involvement: In August 2015, the Group entered into an agreement with the State of New York (the “State”) to provide a replacement facility for the Fairgrounds that were demolished in January 2016. The agreement

2 ______Master Page # 152 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 provided for the completion of a new facility or assistance from the State to prepare an alternative site to retain Super Dirt Week in New York. To date, ESD has provided a total of $2,229,000 to the Group to host Super Dirt Week at Oswego Speedway in 2016, 2017, and 2018. In 2019, ESD stepped forward with a $3,629,000 grant to complete the conversion and expansion of the Oswego Speedway for Super DIRT Week through the 2025 season. By providing this level of assistance ESD cemented the future of Super DIRT Week in Oswego through 2025. Without ESD financial assistance to prepare the Oswego Speedway to host the event, the Oswego Speedway would not represent a viable alternative forcing the event’s relocation out of the State.

Competition: Major motor sport companies in dirt track racing include All Star Circuit of Champions Spring Series, Lucas Oil Late Model Series and Race of Champions.

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

Date Start (ESD Date End Program Project # Amount Directors’ (Project Completion: Purpose Approval date) Contract Expiration)

Capital – Facility Empire State Conversion to Economic AB084 $1,177,000 August 8, 2016 December 31, 2016 support the Super Development Fund Dirt Week at Oswego Speedway

Capital – Facility Conversion to Regional Council AC211 $511,000 October 19, 2017 December 31, 2017 support the Super Capital Fund Dirt Week at Oswego Speedway

Capital – Facility Empire State Conversion to Economic 132,121 $541,000 April 15, 2019 December 31, 2017 support the Super Development Fund Dirt Week at Oswego Speedway

3 ______Master Page # 153 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 B. The Project

Completion: October 2025

Activity: The conversion of the Oswego Speedway facilities to host the Super Dirt Week event will include:  Dirt track conversion which will require the acquisition and delivery of the dirt/clay material, acquisition and rental of heavy road equipment including bull dozers, road graders, loaders, sweepers, farm tractors and tiller, water trucks, and packer vehicles. The same equipment will be then needed to convert the dirt track back to asphalt after the event.  Temporary race team pit locations will be created in the infield for a division of the track and the grass viewing area.  Spectator camping and parking will be improved including road base improvements within the campgrounds, provisions for water and mobile pump out services, restrooms and showers (both temporary and permanent facilities will be added), fencing, enhancement of handicapped accessible parking, off-site parking, directional signage, and pedestrian control fencing.  A Grandstand will be constructed to provide the required capacity for the event including replacement of several remaining seat and walk surfaces, and other components of the spectator grandstand.  Facility infrastructure will be improved to secure the perimeter and include temporary and permanent fencing. Ticketing centers with power and telecommunications connectivity within the property will be part of the IT infrastructure upgrades.

Results: As a result of the project, World Racing Group will be able to host the Super DIRT Week event, a major tourist event in the Central New York Region.

Grantee Contact: Brian Carter, CEO and Director 7575-D Westwinds Boulevard Concord, North Carolina 28027 Phone: (704) 795-7223

ESD Project No.: 132,848

4 ______Master Page # 154 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Project Team: Origination James Fayle Project Management Jean Williams Contractor & Supplier Diversity Edwina Telemaque Finance Jonevan Hornsby Design & Construction Marty Piecuch Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $3,629,000 capital grant ($36,290) 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. Up to $3,629,000 will be disbursed in arrears to the Grantee in seven installments as follows:

a) 15.1% of the grant ($547,000) upon completion of Super DIRT Week 2019, including documentation of expenditures of at least $547,000 and other documentation verifying completion as ESD may require; and

b) 14.1% of the grant ($512,000) upon completion of Super Dirt Week 2020, including documentation of expenditures of at leas $512,000 and other documentation verifying completion as ESD may require; and

c) 14.1% of the grant ($512,000) upon completion of Super DIRT Week 2021, including documentation of expenditures of at least $512,000 and other documentation verifying completion as ESD may require; and

d) 14.25% of the grant ($517,000) upon completion of Super DIRT Week 2022, including documentation of expenditures of at least $517,000 and other documentation verifying completion as ESD may require; and

e) 14.1% of the grant ($512,000) upon completion of Super DIRT Week 2023, including documentation of expenditures of at least $512,000 and other documentation verifying completion as ESD may require; and

f) 14.1% of the grant ($512,000) upon completion of Super DIRT Week 2024, including documentation of expenditures of at least $512,000 and other documentation verifying completion as ESD may require; and

5 ______Master Page # 155 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 g) 14.25% of the grant ($517,000) upon completion of Super DIRT Week 2025, including documentation of expenditures of at least $517,000 and other documentation verifying completion as ESD may require.

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 April 25, 2019, to be considered eligible project costs. All disbursements must be requested by April 1, 2026.

4. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $3,629,000 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.

IV. Statutory Basis – Regional Council Capital Fund

The funding was authorized and/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.

V. Design and Construction

Submission of Payment Requisitions to ESD will be made according to the design and construction disbursement terms outlined in the Grant Disbursement Agreement. ESD reserves the right to inspect the project site to insure compliance of these terms and monitor project progress.

VI. Environmental Review

VII. Non-Discrimination and Contractor & 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 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% related to the total value of ESD’s funding.

6 ______Master Page # 156 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 The Recipient is encouraged to use “Good Faith Efforts,” pursuant to 9 NYCRR §252.2(m), to utilize NYS-certified Service-Disabled-Veteran-owned Business Enterprises (“SDVOBs”) in the 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.

VIII. ESD Employment Enforcement Policy

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

IX. 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.

X. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

7 ______Master Page # 157 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Oswego (Central New York Region – Oswego County) – Super Dirt Week 2019-2025 at Oswego Speedway 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 Super Dirt Week 2019- 2025 at Oswego Speedway 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 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 World Racing Group, Inc. a grant for a total amount not to exceed Three Million Six Hundred Twenty Nine Thousand Dollars ($3,629,000) 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

______Master Page # 158 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

* * *

______Master Page # 159 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

Super Dirt Week 132,848 Oswego Oswego County

______Master Page # 160 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Asphalt track after conversion to Dirt Track :

Night racing at Dirt Track:

______Master Page # 161 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Syracuse (Central New York Region – Onondaga County) – Morse Manufacturing - Building and Equipment Capital – Upstate Revitalization Initiative (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: Morse Manufacturing Co., Inc. (“Morse” or the “Company”)

ESD* Investment: A grant of up to $500,000 to be used for a portion of the cost of machinery and equipment

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

Project Location: 103-105 Kuhn Road, Syracuse, Onondaga County

Proposed Project: Acquire, renovate, equip and relocate to a larger facility in order to improve efficiencies, remain competitive, and expand product offerings

Project Type: Business expansion involving job retention

Regional Council: The Central New York Regional Economic Development Council (“CNYREDC”) has been made aware of this item. The project is consistent with the CNYREDC’s plan to support manufacturing and reinforce the competitiveness of local businesses in the regional, national, and global economies.

______Master Page # 162 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Employment: Initial employment at time of ESD Incentive Proposal: 34 Current employment level: 34 Minimum employment through January 1, 2022: 34

II. Project Cost and Financing Sources

Financing Uses Amount Building Purchase $900,000 Building Renovation 5,125,000 Machinery and Equipment 1,000,000

Total Project Costs $7,025,000

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant $500,000 7% M&T Bank Mortgage 5,225,000 74% 2%/10yrs/first lien on RE Company Equity 1,300,000 19%

Total Project Financing $7,025,000 100%

III. Project Description

A. Company

Industry: Manufacturing barrel and drum handling equipment

Company History: Founded in 1923, Morse Manufacturing Co., Inc. recently celebrated its 95th anniversary of operations in East Syracuse. Originally founded to produce custom-made metal parts and stampings, Morse later branched into the automotive field. When Ralph Andrews joined Morse in 1943, he recognized the need to develop equipment to safely and efficiently lift, transport and empty heavy 55-gallon steel drums containing various materials. With innovative engineering, Morse quickly became known for specializing in drum handling equipment, and today this is the focus of its business. Morse provides opportunities for new employees to develop skills in welding, working with cutting machines, lathes, drill presses, and other types of power tools, and working with sheet metal and metal pipe, providing opportunities for unskilled workforce development.

Ownership: Morse is privately owned.

Size: All facilities are located in Syracuse, NY.

2 ______Master Page # 163 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Market: Morse has a strong presence in the global marketplace with more than 15% of its gross sales coming from international markets. Tenaquip, LTD in Canada is one of its larger customers, but Morse ships products for customers in Mexico, South America, Europe and Asia. The majority of Morse's products are custom designed to meet the specific needs of the customer. Companies from all over the world contract with Morse to manufacture solutions for specific drum handling needs.

ESD Involvement: Morse was originally located in its East Syracuse facility at 727 West Manlius Street, which was constructed in 1953. After several expansions over time, the space totaled 35,000 square feet. However, the nature of these additions resulted in a facility that was not efficient and stifled growth. Morse also needed to modernize its operations to remain competitive in response to increased competition from companies in the U.S. and China. In order to expand, Morse purchased a 115,000-square- foot vacant facility (previously a Mavis Tire) at 103-105 Kuhn Road, and successfully relocated to this facility. The upgraded facility and equipment will allow Morse to be more competitive in both domestic and international markets. The new facility is currently fully operational.

In July 2015, the Company sought assistance from ESD to help fill a financing gap in order for the project to move forward. In March 2016, ESD made the Company an offer of assistance from the Upstate Revitalization Initiative, which the Company accepted in April 2016.

Competition: Iowa

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

B. The Project

Completion: June 2019

Activity: The new facility has been fully renovated and equipped, and Morse has moved into the facility with operations up and running. The new facility has allowed Morse to add specialized equipment such as powder coating, increase its efficiency, and expanded its operations. It is anticipated that there will be a significant sales increase, corresponding with increased market share.

Results: The Company has met its job commitment, having retained 34 existing jobs.

3 ______Master Page # 164 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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

Evaluated 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 $1,597,215; . Fiscal cost to NYS government is estimated at $500,000; . Project cost to NYS government per direct job is $18,382; . Project cost to NYS government per job (direct plus indirect) is estimated at $8,074; . Ratio of project fiscal benefits to costs to NYS government is 3.19:1; . Fiscal benefits to all governments (state and local) are estimated at $2,780,265; . Fiscal cost to all governments is $500,000; . All government cost per direct job is $18,382; . All government cost per total job is $8,074; . The fiscal benefit to cost ratio for all governments is 5.56:1; . Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $21,161,856, or $341,741 per job (direct and indirect); . The economic benefit to cost ratio is 42.32:1; . Project construction cost is $5,125,000, which is expected to generate 44 direct job years and 26 indirect job years of employment; . For every permanent direct job generated by this project, an additional 1.28 indirect jobs are anticipated in the state’s economy; . The payback period for NYS costs is one year.

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

4 ______Master Page # 165 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Grantee Contact: Nathan Andrews, President 103-105 Kuhn Road Syracuse, NY 13208 Phone: 315-671-9780 E-mail: nathana@morsedrum. com

ESD Project No.: AA452

Project Team: Origination Zachary Becker Project Management Scott Lamkin Contractor & Supplier Diversity Renee Cousins Finance Christina Choi Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $500,000 capital grant ($5,000) 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. 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.

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 $500,000 will be disbursed to the Grantee in three installments as follows: a) an Initial Disbursement of an amount equal to 50% of the grant ($250,000) upon

5 ______Master Page # 166 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 documentation of building acquisition, renovation, and machinery and equipment project costs totaling $7,025,000, upon completion of the project substantially as described in these materials as evidenced by a Certificate of Occupancy, and documentation of the employment of at least 34 Full-time Permanent Employees at the Project Location, assuming that all project approvals have been completed and funds are available; b) a Second Disbursement of 25% of an amount equal to the grant ($125,000) will be disbursed no sooner than 12 months after the date the Initial Disbursement was made, upon documentation of the employment of at least 34 Full-time Permanent Employees at the Project Location, provided Grantee is otherwise in compliance with program requirements; c) a Third Disbursement of an amount equal to 25% of the grant ($125,000) will be disbursed no sooner than 24 months after the date the Initial Disbursement was made, upon documentation of the employment of at least 34 Full-time Permanent Employees at the Project Location, 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 must be incurred on or after December 10, 2015, to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

6. 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 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:

6 ______Master Page # 167 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

Baseline Employment 34

A B Date Employment Goals February 1, 2020 34 February 1, 2021 34 February 1, 2022 34

IV. Statutory Basis – Upstate Revitalization Initiative

The funding was authorized in the 2015-2016 New York State budget and reappropriated in the 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.

V. Environmental Review

VI. Non-Discrimination and Contractor & Supplier Diversity

7 ______Master Page # 168 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 VII. 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.

VIII. Additional Submissions to Directors

Resolutions New York State Map Benefit-Cost Analysis Project Finance Memorandum Project Photographs

8 ______Master Page # 169 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Syracuse (Central New York Region – Onondaga County) – Morse Manufacturing - Building and Equipment Capital – Upstate 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 Morse Manufacturing - Building and Equipment Capital -- Upstate 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, 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 Morse Manufacturing Co., Inc. a grant for a total amount not to exceed Five Hundred Thousand Dollars ($500,000) from the Upstate 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 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

______Master Page # 170 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

* * *

______Master Page # 171 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

Morse Manufacturing - Building and Equipment Capital Syracuse Onondaga County

______Master Page # 172 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Project Summary Benefit-Cost Evaluation1 Morse Manufacturing Company, Inc. – 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: 34 Construction Job Years (Direct): 44 New Jobs: 0 Construction Job Years (Indirect): 26

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

Fiscal Costs3 $500,000 $794,250 $500,000 $1,020,500 Fiscal Benefits4 $1,597,215 $2,085,600 $2,780,265 $4,271,980

Fiscal Cost /Direct Job $18,382 $3,000 $18,382 $4,110 Fiscal Cost/Total Jobs $8,074 $1,424 $8,074 $1,964 Fiscal B/C Ratio 3.19 7.00 5.56 10.60 Project Benchmarks Results Economic Benefits5 $21,161,856 $119,468,000 Econ. Benefits/Total Jobs $341,741 $147,600 Economic B/C Ratio 42.32 75.00

1 Dollar values are present value calculated over a 7-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.

______Master Page # 173 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 ______Master Page # 174 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Before and after of exterior of building

______Master Page # 175 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – Priority Project – Auburn (Central New York Region – Cayuga County) – Currier Plastics 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

General Project Plan

I. Project Summary

Grantee: Currier Plastics, Inc. (“Currier” or the “Company”)

ESD* Investment: A grant of up to $1,570,000 to be used for a portion of the cost of the purchase and renovation of a building, 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: 101 Columbus Street, Auburn, Cayuga County

Proposed Project: Acquire and equip a new facility in NYS, including retaining and creating jobs

Project Type: Business expansion involving job retention and creation

Regional Council: The project is consistent with the Central New York Regional Economic Development Council’s Plan to create jobs in advanced manufacturing. The President of Currier Plastics, Inc. is a member of the 22-person Central New York Regional Economic Development Council. In conformance with the State’s policy, this individual has recused himself on votes recommending this project.

______Master Page # 176 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Employment: Initial employment at time of ESD Incentive Proposal: 150 Current employment level: 152 Minimum employment on January 1, 2022: 170

II. Project Cost and Financing Sources

Financing Uses Amount Real Estate Acquisition $1,250,000 Construction/Renovation 1,000,000 Machinery & Equipment 6,600,000 Furniture/Fixtures 100,000 Soft Costs 950,000

Total Project Costs $9,900,000

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant $1,570,000 16% Chase Bank loan 6,840,000 69% See below* NYSEG & NYSERDA 500,000 5% Company Equity 990,000 10%

Total Project Financing $9,900,000 100%

* = Maturity: 5 years Amortization: monthly installments of principal plus interest based on 7-year straight-line schedule Pricing: LIBOR + 2.00% Collateral: first priority lien on all assets and specific equipment financed Guarantors: any future or direct or indirect subsidiaries of the Borrower; Guarantee of Gen-West

III. Project Description

A. Company

Industry: Specialty plastics and molding

Company History: Currier Plastics, Inc. designs and manufactures custom plastic molded products that utilizes design, injection, and blow molding technologies. Currier was established in 1982 by Raymond J. Currier as a custom injection molder of thermoplastic resins. Mr. Currier’s leadership grew the business and Currier became recognized as a preferred supplier to many automotive, medical, telecommunications, and consumer products companies. Mr. Currier retired in 1987 and his sons, Jim and John, continued the vision, further growing the Company. Currier added Extrusion Blow Molding in 1997 allowing the Company to leverage its existing knowledge of part design and plastics processing into a more

2 ______Master Page # 177 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 targeted market segment that purchases both injection molded and blow molded products. Ownership: The Company is a privately-owned S-corporation.

Size: All facilities are located in Auburn, NY.

Market: Currier provides industrial plastics manufacturing for the medical, heath/beauty, food/beverage, electronics, plastics packaging and instrumentation markets.

ESD Involvement: Currier sought assistance from New York State to accommodate growth in Medical Market Packaging industry. The facility upgrades and the acquisition of new machinery and equipment were needed to accommodate this growth. In July 2017, the Company applied through the Consolidated Funding Application (“CFA”) for assistance to fill a funding gap. As a result of the Governor’s Regional Economic Council, the Company was awarded a grant totaling $1,570,000 through Round 7 of the CFA process to assist with the project financing. The Company was awarded up to $180,000 in Excelsior Jobs Program tax credits.

Competition: New York, Pennsylvania, and New Jersey

Past ESD Support: Funding for the past five years, totaling $1,750,000 million, to the Grantee is summarized in the following chart:

Date Start (ESD Date End Program Project # Amount Directors’ (Project Completion: Purpose Approval date) Contract Expiration) Capital - Purchase of land; new Economic construction and Transformation X825 $750,000 March 19, 2015 December 31, 2018 renovation; and Program purchase of machinery and equipment.

Jobs – Retain 100 Excelsior Tax X786 $1,000,000 March 19, 2015 December 31, 2018 jobs and create 50 Credits new jobs.

3 ______Master Page # 178 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 B. The Project

Completion: First Quarter 2020

Activity: The Company will buy new energy efficient electric molding machines and compressors to replace older hydraulic machines resulting in up to 70% less electric consumption per unit output.

Results: Retain 150 existing jobs and create 20 new jobs. The Company has already created 5 new jobs.

Currier is expected to partner with the Cayuga County Workforce Development board to hire disadvantaged populations. It will also work in partnership with the Advanced Manufacturing Institute, which includes a Plastics Laboratory, at the Cayuga Community College – Auburn Campus.

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.

Evaluated 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 $1,734,690; . Fiscal cost to NYS government is estimated at $1,570,000; . Project cost to NYS government per direct job is $61,603; . Project cost to NYS government per job (direct plus indirect) is estimated at $27,628; . Ratio of project fiscal benefits to costs to NYS government is 1.10:1; . Fiscal benefits to all governments (state and local) are estimated at $3,021,422; . Fiscal cost to all governments is $1,570,000; . All government cost per direct job is $61,603;

4 ______Master Page # 179 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 . All government cost per total job is $27,628; . The fiscal benefit to cost ratio for all governments is 1.92:1; . Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $22,995,630, or $404,662 per job (direct and indirect); . The economic benefit to cost ratio is 14.65:1; . Project construction cost is $1,250,000, which is expected to generate 10 direct job years and 6 indirect job years of employment; . For every permanent direct job generated by this project, an additional 1.24 indirect jobs are anticipated in the state’s economy; . The payback period for NYS costs is six years.

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

Grantee Contact: Michael Cartner, Chief Executive Officer 101 Columbus Street Auburn, New York 13021 Phone: (315) 255-1779 E-mail: mcartner@currierplastics. com

ESD Project No.: AC531/AC532

Project Team: Origination Bonnie Palmer Project Management Alison Baxter Contractor & Supplier Diversity Renee Cousins Finance Jonevan Hornsby Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $1,570,000 capital grant ($15,700) 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. The Company will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after ESD’s announcement of the project. 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 ______Master Page # 180 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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 $1,570,000 will be disbursed to the Grantee according to one of the two following structures:

i) If the New Markets Tax Credit financing structure is used, $1,570,000 will be disbursed by ESD in a lump sum as an advance upon satisfaction of the requirements set forth in attached hereto as, EXHIBIT A – New Markets Tax Credit Requirements; and the following requirements:

(a) All project reviews, findings, authorizations and approvals have been completed and funds for the Project have been made available to ESD by the State.

(b) Grantee’s execution and delivery to ESD of a Grant Disbursement Agreement (“GDA”) and related documentation satisfactory to ESD.

(c) Written confirmations satisfactory to ESD that the Developer has received all necessary approvals and permits for the Project.

(d) Written confirmations that all equity investments and debt financing necessary to successfully complete the Project are in place and satisfactory to ESD.

ii) If the New Markets Tax Credit financing structure is not used, up to $1,570,000 will be disbursed to the Grantee in three installments as follows:

a) an Initial Disbursement of an amount equal to 50% of the grant ($785,000) upon documentation of building acquisition, renovation, and machinery and equipment project costs totaling $9,900,000, as evidenced by a Certificate of Occupancy, and documentation of the employment of at least 150 Full-time Permanent Employees at the Project Location, assuming that all project approvals have been completed and funds are available;

6 ______Master Page # 181 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 b) a Second Disbursement of an amount equal to 25% of the grant ($392,500) will be disbursed upon documentation of the employment of at least 160 Full- time Permanent Employees at the Project Location (Employment Increment of 10), provided Grantee is otherwise in compliance with program requirements; c) a Third Disbursement of an amount equal to 25% of the grant ($392,500) will be disbursed upon documentation of the employment of at least 170 Full-time Permanent Employees at the Project Location (Employment Increment of 10), 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 must be incurred on or after December 13, 2017, to be considered eligible project costs. All disbursements must be requested by April 1, 2022.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,570,000, 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. If the New Markets Tax Credit financing structure is not used, 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:

(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.

7 ______Master Page # 182 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

Baseline Employment 150

A B Reporting Date Employment Goals February 1, 2020 150+X+Y February 1, 2021 150+X+Y February 1, 2022 150+X+Y February 1, 2023 150+X+Y

X = 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. X=10, and Employment Goals shall equal [150 + X = 160] 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 X=0. Y = 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. Y=10, and Employment Goals shall equal [150 + X + Y = 170] 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 Y=0.

IV. Statutory Basis – Regional Council Capital Fund

V. Environmental Review

VI. Non-Discrimination and Contractor & Supplier Diversity

8 ______Master Page # 183 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 of 30% related to the total value of ESD’s funding.

The Recipient is encouraged to use “Good Faith Efforts,” pursuant to 9 NYCRR §252.2(m), to utilize NYS-certified Service-Disabled-Veteran-owned Business Enterprises (“SDVOBs”) in the 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.

VII. 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.

VIII. Additional Submissions to Directors

Resolutions New York State Map Benefit-Cost Analysis Exhibit A – New Markets Tax Credit Requirements Project Finance Memorandum Project Photographs

9 ______Master Page # 184 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Regional Council Award – Priority Project – Auburn (Central Region – Cayuga County) – Currier Plastics 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 Currier Plastics 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 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, 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 Currier Plastics, Inc. a grant for a total amount not to exceed One Million Five Hundred Seventy Thousand Dollars ($1,570,000) 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

______Master Page # 185 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

* * *

______Master Page # 186 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

Currier Plastics Capital Auburn Cayuga County

______Master Page # 187 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Project Summary Benefit-Cost Evaluation1 Currier Plastics, Inc. – Business Investment

Initial Jobs: 150 Construction Job Years (Direct): 10 New Jobs: 20 over three years Construction Job Years (Indirect): 6

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

Fiscal Costs3 $1,570,000 $794,250 $1,570,000 $1,020,500 Fiscal Benefits4 $1,734,690 $2,085,600 $3,021,422 $4,271,980

Fiscal Cost /Direct Job $61,603 $3,000 $61,603 $4,110 Fiscal Cost/Total Jobs $27,628 $1,424 $27,628 $1,964 Fiscal B/C Ratio 1.10 7.00 1.92 10.60 Project Benchmarks Results Economic Benefits5 $22,995,630 $119,468,000 Econ. Benefits/Total Jobs $404,662 $147,600 Economic B/C Ratio 14.65 75.00

1 Dollar values are present value calculated over a 7-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

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).

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. ______Master Page # 188 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 EXHIBIT A

New Markets Tax Credit Requirements

Any term used in this Exhibit A and not defined therein shall have the meaning given in the General Project Plan or Incentive Proposal.

Empire State New Markets Corporation (“ESNMC”), an affiliate of ESD, is seeking to provide New Markets Tax Credit (“NMTC”) financing to Currier Plastics, Inc. (the “ESD Grant Beneficiary”). If ESNMC provides NMTC financing to the ESD Grant Beneficiary, ESD will use the following procedures to disburse the $1,570,000 in grant proceeds (“Grant Proceeds”) in three lump sum advance disbursements as outlined below. The Grantee as defined below will agree to the following terms and conditions for the ESD Grant. The employment obligations described below will be measured for the ESD Grant Beneficiary.

(A) The ESD Grant will have three disbursement as follows, totaling $1,570,000: a. Disbursement 1: 50% of the Grant Proceeds or $785,000 b. Disbursement 2: 25% of the Grant Proceeds or $392,500 c. Disbursement 3: 25% of the Grant Proceeds or $392,500

(B) The ESD Grant may be funded to Currier Plastics, Inc., Gen-West Associates, LLC, or any affiliate of the ESD Grant Beneficiary as approved by ESD. Any entity receiving the ESD Grant or any tranche of the ESD Grant is referred as the Grantee.

(C) If the ESD Grant is funded before the closing of the NMTC financing, ESD will require the Grantee or an affiliate, to identify and segregate the Grant Proceeds, so that they are held for the benefit of ESD in an appropriate escrow or trust arrangement.

(D) Conditions to disbursement of the ESD Grant shall include: a. The ESD Grant Beneficiary directly or through affiliates shall have incurred at least $8.6 million of cost (“Initial Investment”), which has been documented towards building acquisition, renovation, machinery and equipment, and soft costs (“Project”) that is a part of the $9.9 million budget (“Project Budget”) identified in the General Project Plan or Incentive Proposal. b. The ESD Grant Beneficiary or through an affiliate has contributed equity of at least 10%, or $990,000 towards the Project Budget after December 13, 2017. c. Expenditures incurred prior to December 13, 2017 will not count towards eligible costs in the Project Budget. d. The ESD Grant Beneficiary has documented the employment of at least 150 Full-time Permanent Employees at the Project Location that were identified in the Incentive Proposal. e. The ESD Grant Beneficiary directly or through affiliates has documented spend of at least $471,000 with New York State Certified Women-owned Business Enterprises (“WBE”). The $157,000 spend with New York State Certified Minority Business Enterprises (“MBE”) as outlined in the Incentive Proposal has been waived.

______Master Page # 189 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 f. ESD Grant Beneficiary is otherwise in compliance with program requirements

(E) In consideration for the making of the Grant, Grantee will achieve the Employment Goals set forth in Column B of the tables below for each disbursement. The Recapture Amount shall be calculated by aggregating the Recapture Amount for each disbursement of the ESD Grant as outlined below.

Disbursement 1: If the Full-time Permanent Employee Count for any year following the Reporting Date set forth in Column A of the table directly 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 this 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, 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. Baseline Employment 150

A B Reporting Date Employment Goal February 1, 2020 150

Disbursement 2: If the Full-time Permanent Employee Count for the year prior to the Reporting Date set forth in Column A of the table directly below is less than one hundred percent (100%) 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 one hundred percent (100%) of this disbursement amount.

______Master Page # 190 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 The Recapture Amount is based on the time that has lapsed between the Reporting Date of the Employment Goal and when the Employment Shortfall occurred, which in each instance shall be equal to: (i) 100% of the disbursed amount if the Employment Shortfall occurred in the in the first full calendar year of the Reporting Date; (ii) 80% of the disbursed amount if the Employment Shortfall occurred in the second full calendar year after the Reporting Date; (iii) 60% of the disbursed amount if the Employment Shortfall occurred in the third full calendar year after the Reporting Date; (iv) 40% of the disbursed amount if the Employment Shortfall occurred in the fourth full calendar year after the Reporting Date; (v) 20% of the disbursed amount if the Employment Shortfall occurred in the fifth full calendar year after the Reporting Date. Baseline Employment 150

A B Reporting Date Employment Goal February 1, 2021 160

Disbursement 3: If the Full-time Permanent Employee Count for the year prior to the Reporting Date set forth in Column A of the table directly below is less than one hundred percent (100%) 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 one hundred percent (100%) of this disbursement amount.

If the Full-time Permanent Employee Count for any year following the Reporting Date set forth in Column A of the table directly 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 this disbursed amount of the Grant, as follows: The Recapture Amount is based on the time that has lapsed between the Reporting Date of the Employment Goal and when the Employment Shortfall occurred, which in each instance shall be equal to: (i) 100% of the disbursed amount if the Employment Shortfall occurred in the in the first full calendar year of the Reporting Date; (ii) 80% of the disbursed amount if the Employment Shortfall occurred in the second full calendar year after the Reporting Date; (iii) 60% of the disbursed amount if the Employment Shortfall occurred in the third full calendar year after the Reporting Date; (iv) 40% of the disbursed amount if the Employment Shortfall occurred in the fourth full calendar year after the Reporting Date; (v) 20% of the disbursed amount if the Employment Shortfall occurred in the fifth full calendar year after the Reporting Date.

______Master Page # 191 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Baseline Employment 150

A B Reporting Date Employment Goal February 1, 2022 170

The compliance obligations shall end after February 1, 2023 for all disbursements.

______Master Page # 192 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 ______Master Page # 193 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Ithaca (Southern Tier Region – Tompkins County) – Cornell Smart Supply Capital and Working Capital – Empire State Economic Development Fund – General Development Financing (Capital and Working 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

General Project Plan

I. Project Summary

Grantee: Cornell University (“Cornell” or the “University”)

ESD* Investment: A grant of up to $350,000 to be used for capital and working capital expenses associated with research to determine the best seed genetics for hemp seed processed with certain industrial processors.

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

Project Locations: 373 Pine Tree Road, Ithaca 630 W North Street, Geneva

Proposed Project: Cornell University will work with various processors to determine the seed genetics and make-up to provide the best product for various processor uses

Project Type: Research and Development; Agricultural/Industrial Hemp Production

Regional Council: The Southern Tier Regional Economic Development Council has been made aware of this item.

______Master Page # 194 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 II. Project Cost and Financing Sources

Financing Uses Amount Capital Equipment Acquisition $40,000 Materials and Supplies 33,000 Research, Report 20,100 Travel 9,500 Salaries and Wages 194,010 Soft Costs 53,390

Total Project Costs $350,000

Financing Sources Amount Percent ESD-Grant $350,000 100%

Total Project Financing $350,000 100%

III. Project Description

Industry: Education Institution/Research and Development/Agriculture

Grantee History: Cornell was founded in 1865 by Ezra Cornell and Andrew Dickson White. In 1868, Morrill Hall was the first building constructed on the main Ithaca campus, which today includes 628 buildings on more than 2,000 acres. Cornell is the federal land-grant institution of New York State (“NYS”), a private endowed university, a member of the Ivy League/Ancient Eight, and a partner of the State University of New York. It has been described as the first truly American university because of its founders’ revolutionary egalitarian and practical vision of higher education, and is dedicated to its land-grant mission of outreach and public service. Cornell has seven undergraduate units and four graduate and professional units in Ithaca, two medical graduate and professional units in New York City, and one in Doha, Qatar. The Cornell Tech campus in New York City is the latest addition.

Ownership: Cornell is a privately endowed research university and a partner of the State University of New York.

Size: Cornell has over 1,600 faculty members, over 8,000 staff and over 21,500 students with its primary campus located in Ithaca, New York.

ESD Involvement: Cornell seeks to support research, development and outreach efforts in hemp production in order to minimize the risks faced by NYS farmers and

2 ______Master Page # 195 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 processors, provide them information to fill current knowledge gaps that represent barriers to development of each market supply chain, and collect data to begin to address those gaps and de-risk investment. The project will demonstrate the full potential of industrial hemp not only as a field crop, but as a source of diverse food, consumer, and industrial products and generate data to inform cultivar development and selection for plant traits that are desired by the end users. To implement this transformative agribusiness initiative, in December 2017, ESD awarded $350,000 to Cornell to develop best practices, and expand industrial hemp seed R&D in NYS.

Competition: N/A

Past ESD Support: Funding for the past five years, totaling $19,347,778, to the Grantee is summarized in the following chart:

Date Start (ESD Date End Program Project # Amount Directors’ (Project Completion: Purpose Approval date) Contract Expiration)

Capital – construct Regional Council Y364 $350,000 August 20, 2015 March 2015 research-grade Capital Fund greenhouse

Capital – Renovations at the Regional Council September 17, Y345 $500,000 April 2015 Food Processing & Capital Fund 2015 Development Laboratory

Working Capital – Initiative to export Economic agricultural and food Development Y608 $557,570 July 18, 2013 April 2017 products to China's Purpose Fund emerging middle class.

NYPA OFB Craft Bev AB101 $40,208 June 29, 2017 December 2019 Working Capital Marketing

3 ______Master Page # 196 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Empire State Economic AC144 $900,000 July 27, 2017 June 2018 Working Capital Development Fund

Upstate November 16, Revitalization AA737 $15,000,000 October 2019 Capital 2017 Initiative Round 1

Empire State Capital and Working Economic AC477 $2,000,000 July 19, 2018 December 2021 Capital Development Fund

B. The Project

Completion: September 2019

Activity: Cornell will quantify yields of high-quality industrial hemp fiber; evaluate qualities of hempseed from different industrial hemp cultivars; analyze cannabinoid profiles in tissues of high CBD industrial hemp cultivars that can be grown in NYS; and, using that data, characterize traits desired by processors for new product development. Cornell will purchase capital equipment needed to dehull hempseed, separate hemp hearts, and press oil from hempseed for the evaluation of hemp cultivars and development of new food products.

Results: Measurable results include the production of data on various product options based on hemp varietal differences and documentation of the costs of production for market chain economic modeling, specifically in industrial fiber production, oil production, food and snack product development and production, and health supplement development and production. These results will assist both farmers and processors in gaining the information needed to grow and process different hemp cultivars for specific uses and enter those supply chains with confidence. The University will regularly issue reports through the College of Agriculture & Life Sciences Industrial Hemp project site to share and disseminate knowledge to the farm community. Field Days and Cornell Cooperative extension delivered seminars will also be conducted throughout NYS.

4 ______Master Page # 197 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Economic Growth Investment 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.

Grantee Contact: Eric Van Ostenbridge, Grant and Contract Officer 373 Pine Tree Road Ithaca, NY 14850 Phone: (607) 255-5337 E-mail: ecv25@cornell. edu

ESD Project No.: AC483

Project Team: Origination Joseph Roman Project Management Sarah Glose Contractor & Supplier Diversity Renee Cousins Finance Tim Anderson Environmental Soo Kang

C. Financial Terms and Conditions

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 demonstrate no materially adverse changes in its financial condition prior to disbursement.

3. Up to $350,000 will be disbursed to Grantee upon documentation of project costs totaling $350,000 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 must be incurred on or after December 12, 2017, to be considered eligible project costs. All disbursements must be requested by April 1, 2021.

4. 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 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 ______Master Page # 198 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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. NYS’ agricultural industry is strong and growing, annually adding approximately $37 billion to the economy between direct production, distribution, and processing and retail activities. However, NYS farmers tend to have higher costs of production particularly when comparing farmland value property taxation rates with competitor states. Additionally, price volatility especially in the NYS’ largest sector of agriculture – dairy – is a continual challenge necessitating a diversification of income streams for many farms. Industrial hemp should be explored as a means of further creating and retaining jobs and economic growth. As farms, particularly in the dairy sector, need to explore alternative means of realizing profitability, industrial hemp can become a higher value diversification strategy for NYS’ farmers and provide a means of retaining land in farming.

2. The proposed project would be unlikely to take place in New York State without the requested assistance. The proposed project is unlikely to occur without ESD assistance. Given the difficulty of navigating the U.S. Drug Enforcement Administration (“DEA”) import permit process, it is unlikely that growers with a research permit from NYS will be able to obtain the necessary seed in time for this year’s growing cycle without having a partner entity (Cornell University) utilize its DEA permit and research capacity to assist. Given the uncertainty of the agronomics of growing this new and emerging crop, it is unlikely that growers will be willing to risk planting a crop that still faces regulatory and agronomic uncertainty in NYS. Without knowledge of the economics of growing the crop, it will be difficult for NYS to position itself to attract new hemp-based businesses, similar to those occurring in other states. Successful completion of this project will give growers the confidence needed and an understanding of the market potential of the crop for future years. ESD’s assistance is needed to fill the risk gap in innovation for this new crop in NYS.

3. The project is reasonably likely to accomplish its stated objectives and the likely benefits of the project exceed costs. This project is reasonably likely to meet the goals of informing cultivar development and selection for plant traits that are desired by the end users, which are necessary to help growers make an informed decision about planting hemp. Cornell’s past success in breeding new cultivars provides confidence that this can be accomplished with hemp as well. This will also demonstrate the full potential of industrial hemp not only as a field crop, but as a source of diverse food, consumer, and industrial products. Cornell’s role as the Land Grant institution is to assist in taking the risk out of business ventures by conducting and implementing applied research trials that provide real-world

6 ______Master Page # 199 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 information to farmers and processors and better enable them to assess profitable business ventures in the future. Much like experience in the craft-based beverage sector and the food manufacturing sector, if it is found that farmers can indeed grow this crop successfully in a price competitive manner, it is expected that growth in the processing and manufacturing sector for industrial hemp will also occur resulting in benefits that greatly exceed project cost.

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.

V. Environmental Review

VI. 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.

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.

IX. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum

7 ______Master Page # 200 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Ithaca (Southern Tier Region – Tompkins County) – Cornell Smart Supply Capital and Working Capital – Empire State Economic Development Fund – General Development Financing (Capital and Working 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 Cornell Smart Supply Working Capital -- Economic Development Fund Discretionary 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

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;

4. 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 Cornell University a grant for a total amount not to exceed Three Hundred Fifty Thousand Dollars ($350,000) 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

______Master Page # 201 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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

* * *

______Master Page # 202 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Cornell Seed Breeding Working Capital Ithaca Tompkins County

Cornell Smart Supply Capital and Working Capital Ithaca Tompkins County

______Master Page # 203 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award - West Carthage (North Country Region – Jefferson County) – Village of Carthage Wastewater Capital – Regional Council Capital Fund (Capital Grant)

General Project Plan

I. Project Summary

Grantee: Village of Carthage (“Carthage” or the “Village”)

ESD* Investment: A grant of up to $1,650,000 to be used for a portion of the cost of construction and renovations

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

Project Location: 20 Hewitt Drive, West Carthage, Jefferson County

Proposed Project: The modernization of the wastewater facility with new equipment and building improvements

Project Type: Wastewater facility upgrades

Regional Council: The project is consistent with the North Country Regional Economic Development Council’s Plan to assist in the development of municipal infrastructure in North Country communities.

______Master Page # 204 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 II. Project Cost and Financing Sources

Financing Uses Amount Construction/Renovation $7,560,000 Engineering 1,195,000 Other Project Costs (Administration) 45,000

Total Project Costs $8,800,000

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant $1,650,000 19% NYSEFC CWSRF Loan 2,870,000 33% 0%/30yrs CDBG Grant 900,000 10% NYSDEC WQIP Grant 2,500,000 28% Grantee Equity 880,000 10%

Total Project Financing $8,800,000 100%

III. Project Description

A. Company

Industry: Municipality

Grantee History: The Village of Carthage, incorporated 1841, is located in the northeastern portion of Jefferson County along the Black River, near Watertown and the Lake Ontario and the Thousand Islands Region. Historically, Carthage’s economy was based on paper manufacturing. The industry’s collapse from 1995 to 2005 led to the disappearance of many paper mills, related companies, and numerous jobs.

Ownership: The Village of Carthage is a public entity

Size: Carthage has a population of approximately 3,425 residents (2017 census)

ESD Involvement: Critical infrastructure improvements were needed to support businesses within the Villages of Carthage and West Carthage. Specifically, the Village needed to upgrade its wastewater treatment capacity to serve current and future businesses in the area including the Ox Specialty Paper facility, formerly Carthage Specialty Paperboard, which is one of the largest private employers in the region. In order for this project to be feasible a combination of public and private investment has been necessary. Specifically, the Village was able to secure funds from the New

2 ______Master Page # 205 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 York State Environmental Facilities Corporation Clean Water State Revolving Loan Fund, New York State Department of Environmental Conservation Water Quality Improvement Program, and the Office of Community Renewal Community Development Block Grant program. As a result of the Governor’s Regional Economic Council, the Village was awarded a grant totaling $1,650,000 through Round 4 of the Consolidated Funding Application process to assist with the project financing.

Competition: N/A

Past ESD Support: Funding for the past five years to the Grantee, totaling $20,000, is summarized in the following chart:

Date Start (ESD Date End Program Project # Amount Directors’ (Project Completion: Purpose Approval date) Contract Expiration)

Working Capital - UCDP - RC5 Strat Wastewater AA548 $20,000 July 27,2017 December 31, 2018 Planning feasibility and planning

B. The Project

Completion: June 2019

Activity: The Village has completed upgrades to its wastewater treatment facility. Some of the associated project improvements included:  Replacement of mechanical scum/sludge collectors in two primary clarifiers, two final clarifiers, and a thickener tank  Replacement of overflow weirs to two primary clarifiers, two final clarifiers, and thickener  Installation of 300 feet of 4-inch pipe for scum removal  Installation of an automated 8-inch waster valve  Installation of two Carter Piston Pumps to pump thickened sludge from thickener to sludge holding tanks with five 6-butterfly valves  Installation of 125 feet of 6-inch primary sludge piping from pumps to grit classifier and/or thickener  Replaced 9-inch parshall flume for West Carthage flows  Replacement of three ultra-sonic flow meters, Carthage Central

3 ______Master Page # 206 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 School/Town of Champion, West Carthage, and Effluent  Replaced gas monitoring detection in the grit/screening rooms, sludge dewatering building, and thickener tank  Replaced two generators with a Cummins 750-kW diesel generator with automatic transfer switches for the main building, sludge dewatering building, and blower building  Heating, Ventilation, and Air Conditioning (HVAC) was replaced in main building and sludge dewatering building: includes installation of new duct work, air handlers, boilers, chillers, and control panels in both buildings  Lights in the sludge holding bay, pump gallery, main level, and sludge dewatering room were replaced with LEDs  Flood lights on the main building and sludge dewatering building were replaced with LEDs

Results: The Villages of Carthage/West Carthage Water Pollution Control Facility’s (“WPCF”) Capital Project included elements to address process deficiencies at the aging WPCF. The capital project provided enhancements to the WPCF’s processes to improve the efficiency of the facility, improve water quality and provide sustainable wastewater treatment capacity for multiple businesses, a hospital, and numerous public institutions. This project also provides significant benefits to one of the largest private employers in the area, Ox Specialty Paper (formerly Carthage Specialty Paperboard). The capital project improvements have improved the overall process controls and the effluent quality of the WPCF.

Grantee Contact: Kristy O'Shaughnessy, Village Clerk/Treasurer 120 South Mechanic St. Carthage, NY 13619 Phone: (315) 493-1060 E-mail: carthagect@westelcom. com

ESD Project No.: Z886

4 ______Master Page # 207 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Project Team: Origination William Ferguson Project Management Chelsey Watroba Contractor & Supplier Diversity Danah Alexander Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Grantee shall pay a commitment fee of 1% of the $1,650,000 capital grant (16,500) and reimburse ESD 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. The Grantee will be required to contribute a minimum of 10% of the total project cost in the form of equity contributed after the Grantee’s acceptance of ESD’s offer. Equity is defined as cash injected into the project by the Grantee or by investors, and should be auditable through Grantee financial statements or Grantee accounts, if so requested by ESD. Equity cannot be borrowed money secured by the assets in the project.

4. Up to $1,650,000 will be disbursed to Grantee upon documentation of construction/renovation project costs totaling $8,800,000, 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 March 16, 2015 to be considered eligible project costs. All disbursements must be requested by April 1, 2020.

5. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $1,650,000, 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.

IV. Statutory Basis

The funding was authorized in the 2014-2015 New York State budget and reappropriated in the 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.

V. Environmental Review

The Village of Carthage, as lead agency, has completed an environmental review of the project pursuant to the requirements of the State Environmental Quality Review Act (“SEQRA”) and the

5 ______Master Page # 208 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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 January 21, 2014. 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.

VI. Non-Discrimination and Contractor & 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.

VII. Smart Growth Public Infrastructure Review

VIII. ESD Employment Enforcement Policy

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

IX. 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.

X. Additional Submissions to Directors

Resolutions New York State Map Project Finance Memorandum Project Photographs

6 ______Master Page # 209 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Regional Council Award – West Carthage (North Country Region – Jefferson County) – Village of Carthage Wastewater 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 Village of Carthage Wastewater 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 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 Village of Carthage a grant for a total amount not to exceed One Million Six Hundred and Fifty Thousand Dollars ($1,650,000) 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

______Master Page # 210 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

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______Master Page # 211 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Regional Council Award – West Carthage (North Country Region – Jefferson County) – Village of Carthage Wastewater 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 Village of Carthage Wastewater Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

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______Master Page # 212 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

Village of Carthage Wastewater Capital West Carthage Jefferson County

______Master Page # 213 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Village of Carthage Sewer Plant Improvements Project Photos

1 ______Master Page # 214 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – North Lawrence (North Country Region – St. Lawrence County) – North Country Dairy 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

General Project Plan:

I. Project Summary

Grantee: North Country Dairy, LLC (“NCD” or the “Company”)

ESD* Investment: A grant of up to $300,000 to be used for a portion of the cost of the purchase and installation of machinery and equipment

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

Project Location: 22 County Road, Route 52, North Lawrence, St. Lawrence County

Proposed Project: Construction/renovation and purchase of new machinery and equipment for specialty Greek yogurt production

Project Type: Investment in agricultural and food-based manufacturing with job creation

Regional Council: The project is consistent with the North Country Regional Economic Development Council’s Plan to support agriculture growth and development.

______Master Page # 215 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Employment: Initial employment at time of ESD Incentive Proposal: 85 Current employment level: 92 Minimum employment on January 1, 2024: 102

II. Project Cost and Financing Sources

Financing Uses Amount Construction/Renovation/ Utility Upgrades $190,000 Machinery and Equipment Acquisition 2,800,000 Other Project Costs (Design & Planning) 410,000

Total Project Costs $3,400,000

Financing Sources Amount Percent ESD-Grant $300,000 8% St. Lawrence County IDA 200,000 6% St Lawrence River Valley Redevelopment Agency Fund 800,000 24% Company Equity 2,100,000 62%

Total Project Financing $3,400,000 100%

III. Project Description

A. Company

Industry: Dairy Products Manufacturing

Company History: Upstate Niagara Cooperative (“UNC”) purchased the idle North Lawrence facility in 2011 and established North Country Dairy, LLC. NCD’s plant is engineered to specialize in the production of yogurt. Since entering UNC’ s portfolio of production facilities, it has continually been enhanced to meet the growing demands of the yogurt customer and consumer. Currently, yogurt produced at NCD can be shipped in over 10 different types of packaging.

Ownership: North Country Dairy, LLC is 100% owned and operated by Upstate Niagara Cooperative. UNC is a privately-owned New York State dairy cooperative established in 1960. Over 420 local dairy farmers collectively own the cooperative that has 100% ownership in 5 manufacturing facilities in New York State located in North Lawrence, Rochester, Campbell, Buffalo and West Seneca. Upstate also has 100% ownership of Valley Farms Dairy, LLC. located in Williamsport, PA. Upstate Niagara

2 ______Master Page # 216 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Cooperative also owns approximately 92% of O-AT-KA Milk Products Cooperative, Inc. located in Batavia, NY.

Size: North Country Dairy is one facility that is part of the UNC portfolio with 92 current employees. UNC employs over 937 full-time employees in New York State.

Market: North Country Dairy provides the longest lasting shelf life yogurt in the United States to a variety of businesses, industries and schools.

ESD Involvement: Since 2011, UNC has made significant investments in traditional yogurt processing equipment. Due to competitive pressures, production activity declined at NCD to the point where the plant was in jeopardy of closing. The Company saw a new business opportunity for the production of a specialty Greek yogurt that will require a significant investment in specialized production equipment and add 17 new jobs with competitive wage and benefits to the region. The assist with the financing of the project, $300,000 in reallocated Regional Council Capital Funds ware awarded to the Company. ESD’s assistance enable the Company to move forward with the project.

Competition: N/A

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

B. The Project

Completion: December 2021

Activity: The project includes the purchase and installation of six 4,000-gallon product storage tanks, including piping, valves and pumps. Currently all tanks are installed with four being fully operational. Additional equipment includes a Fruit Mixing System for delivering specific fruit or mixed fruits to the base of the yogurt cup, an Ultra Filtration System, Clean in Place System (CIP) for sanitation, and on-site programming to support the equipment involved in producing the yogurt. Building modifications were made to support future equipment and enhance dry storage.

Results: Retain 85 jobs and create 17 new jobs. The new production line will help to provide economic relief to the local dairy farmers by increasing the Company’s milk requirements from 127 million pounds in 2019 to over 168 million pounds by 2023.

3 ______Master Page # 217 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

Evaluated 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 $1,337,421; . Fiscal cost to NYS government is estimated at $300,000; . Project cost to NYS government per direct job is $11,993; . Project cost to NYS government per job (direct plus indirect) is estimated at $7,602; . Ratio of project fiscal benefits to costs to NYS government is 4.46:1; . Fiscal benefits to all governments (state and local) are estimated at $2,303,811; . Fiscal cost to all governments is $300,000; . All government cost per direct job is $11,993; . All government cost per total job is $7,602; . The fiscal benefit to cost ratio for all governments is 7.68:1; . Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $17,680,689 or $448,043 per job (direct and indirect); . The economic benefit to cost ratio is 58.94:1; . Project construction cost is $237,500, which is expected to generate 2 direct job years and 1 indirect job years of employment; . For every permanent direct job generated by this project, an additional 0.58 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 ______Master Page # 218 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Grantee Contact: Jerome Gefert, Financial Manager 25 Anderson Road Buffalo, NY 14225 Phone: (716) 892-3156 E-mail: jgefert@upstateniagara. com

ESD Project No.: 132,157

Project Team: Origination Giovanni Holmquist Project Management Meghan Ferrelli Contractor & Supplier Diversity Danah Alexander Finance Jonevan Hornsby Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company shall pay a commitment fee of 1% of the $300,000 capital grant ($3,000) 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.

5. Up to $300,000 will be disbursed to the Grantee in three installments as follows: a) an Initial Disbursement of an amount equal to 50% of the grant ($150,000) upon

5 ______Master Page # 219 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 documentation of $3,400,000 of total project expenditure including machinery and equipment project costs totaling $2,800,000, upon completion of the project substantially as described in these materials, and documentation of the employment of at least 85 Full-time Permanent Employees at the Project Location, 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 ($75,000) will be disbursed upon documentation of the employment of at least 97 Full-time Permanent Employees at the Project Location (Employment Increment of 12), provided Grantee is otherwise in compliance with program requirements; c) a Third Disbursement of an amount equal to 25% of the grant ($75,000) will be disbursed upon documentation of the employment of at least 102 Full-time Permanent Employees at the Project Location (Employment Increment of 5), 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 September 2018 to be considered eligible project costs. All disbursements must be requested by April 1, 2025.

6. ESD may reallocate the project funds to another form of assistance, at an amount no greater than $300,000, 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.

6 ______Master Page # 220 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 (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.

Baseline Employment 85

A B Reporting Date Employment Goals February 1, 2020 85+X+Y February 1, 2021 85+X+Y February 1, 2022 85+X+Y February 1, 2023 85+X+Y February 1, 2024 85+X+Y February 1, 2025 85+X+Y February 1, 2026 85+X+Y

X = 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. X=12, and Employment Goals shall equal [85 + X = 97] 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 X=0. Y = 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. Y=5, and Employment Goals shall equal [85 + X + Y = 102] 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 Y=0.

IV. Statutory Basis

The funding was authorized and/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.

V. Environmental Review

7 ______Master Page # 221 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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 and procurements. ESD Office of Contractor and Supplier Diversity have reviewed the project and have determined that there exists no potential for MWBE and SDVOB participation. As such, participation goals will not be established or required for this project.

VII. 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.

VIII. Additional Submissions to Directors

Resolutions New York State Map Benefit-Cost Analysis Project Finance Memorandum Project Photographs

8 ______Master Page # 222 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Regional Council Award – North Lawrence (North Country Region – St. Lawrence County) – North Country Dairy 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 North Country Dairy 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 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, 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 North Country Dairy, LLC 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

______Master Page # 223 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

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______Master Page # 224 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Regional Council Award – North Lawrence (North Country Region – St. Lawrence County) – North Country Dairy 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 North Country Dairy Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

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______Master Page # 225 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Fire and Ice North Lawrence, NY 12967 St. Lawrence County

North Country Dairy Capital North Lawrence St. Lawrence County

______Master Page # 226 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Project Summary Benefit-Cost Evaluation1 North Country Dairy, LLC – Business Investment

Initial Jobs: 85 Construction Job Years (Direct): 2 New Jobs: 17 over five years Construction Job Years (Indirect): 1

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

Fiscal Costs3 $300,000 $794,250 $300,000 $1,020,500 Fiscal Benefits4 $1,337,421 $2,085,600 $2,303,811 $4,271,980

Fiscal Cost /Direct Job $11,993 $3,000 $11,993 $4,110 Fiscal Cost/Total Jobs $7,602 $1,424 $7,602 $1,964 Fiscal B/C Ratio 4.46 7.00 7.68 10.60 Project Benchmarks Results Economic Benefits5 $17,680,689 $119,468,000 Econ. Benefits/Total Jobs $448,043 $147,600 Economic B/C Ratio 58.94 75.00

1 Dollar values are present value calculated over a 7-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

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).

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. ______Master Page # 227 of 300 - NYS Urban Development Corporation Meeting 9/19/2019

North Country Dairy Skyr project 2018/19

Next to Greek process tanks Before

Now, room filled with process tanks

______Master Page # 228 of 300 - NYS Urban Development Corporation Meeting 9/19/2019

Final combining from 2 to 1 lane.

Packaging area involves new Delkor spot pack machine…

______Master Page # 229 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Regional Council Award – Glens Falls (Capital Region – Warren County) – Flomatic Plant Expansion Capital – Regional Council Capital Fund (Capital Grant)

General Project Plan

I. Project Summary

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

ESD* Investment: A grant of up to $350,000 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: 15 Pruyn’s Island Drive, Glens Falls, Warren County

Proposed Project: Facility expansion and purchase and installation of new machinery and equipment

Project Type: Business expansion involving job retention and creation

Regional Council: The project is consistent with the Capital Region Regional Economic Development Council’s Plan to assist manufacturing businesses in becoming more competitive and productive by supporting efficiency improvements.

______Master Page # 230 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Employment: Initial employment at time of ESD Incentive Proposal: 45 Current employment level: 50 Minimum employment on January 1, 2022: 60

II. Project Cost and Financing Sources

Financing Uses Amount Construction/Renovation $1,720,000 Infrastructure/Site Work 150,000 Machinery and Equipment 1,100,000 Furniture, Fixtures and Equipment 100,000 Other Project Costs 230,000

Total Project Costs $3,300,000

Financing Sources Amount Percent Rate/Term/Lien ESD-Grant $350,000 11% CIBC Bank Term Loan 2,620,000 79% * Company Equity 330,000 10%

Total Project Financing $3,300,000 100%

*base rate plus .75%/5 yrs/ general security agreement

III. Project Description

A. Company

Industry: Valve manufacturing

Company History: Flomatic Corporation is a manufacturer of high-quality valves, primarily for domestic, municipal water, and wastewater application. The Company was founded in 1933 in Hoosick Falls, NY and is now located in Glens Falls. Over the years, the Company was a division of SOCLA (a French company), Danfoss (Denmark) and Watts Water Technology (US). At present, the Company is privately held under a US holding company called Futurevest Holdings Inc.

Ownership: The Company is privately held.

Size: All facilities are located in Glens Falls, NY.

Market: Overall market share is about 3% in the water valve business. Customers are primarily located in the United States. Approximately 7% of sales are

2 ______Master Page # 231 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 to customers in other countries, including Canada, Latin America, South America, and France. Competitors include Simmons, Valmatic, Singer and Klay Valve.

ESD Involvement: In 2017, Flomatic Corporation applied under Round 7 of the Capital Region Regional Economic Development Council’s Consolidated Funding Application to obtain funding assistance for a proposed expansion to its current location in Warren County. Funds were needed for the expansion of its facility in order to accommodate a new epoxy coating system and other upgrades.

In May 2018, ESD made the Company a $350,000 award from the Regional Council Capital Fund which the Company accepted in May 2018. The Company would not have been able to move forward with the expansion if it did not receive ESD’s assistance. The Company will also receive up to $300,000 in Excelsior Jobs Program tax credits.

Competition: N/A

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

B. The Project

Completion: June 2019

Activity: The Company has constructed, renovated and equipped a 20,000-square- foot addition in Glens Falls, Warren County, and completed a $3.3 million expansion. The facility will house a new epoxy coating operation and support new customer demand for tube fabrication and continued demand for high-quality valves primarily used for domestic and municipal water and wastewater applications.

Results: Retain 45 existing jobs and create 15 new jobs. The Company has already created 5 new jobs.

3 ______Master Page # 232 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 benefits not captured in the period of analysis and may involve no permanent job commitments, the estimated benefits typically reflect only construction-related activity.

Evaluated 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 $577,085; . Fiscal cost to NYS government is estimated at $554,306; . Project cost to NYS government per direct job is $57,061; . Project cost to NYS government per job (direct plus indirect) is estimated at $24,068; . Ratio of project fiscal benefits to costs to NYS government is 1.04:1; . Fiscal benefits to all governments (state and local) are estimated at $970,503; . Fiscal cost to all governments is $554,306; . All government cost per direct job is $57,061; . All government cost per total job is $24,068; . The fiscal benefit to cost ratio for all governments is 1.75:1; . Economic benefits (fiscal plus total net resident disposable income from project employment) are estimated at $7,437,101, or $322,917 per job (direct and indirect); . The economic benefit to cost ratio is 13.42:1; . Project construction cost is $1,870,000, which is expected to generate 15 direct job years and 11 indirect job years of employment; . For every permanent direct job generated by this project, an additional 1.38 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: Bo Anderson, President 15 Pruyn's Island Drive Glens Falls, NY 12801 Phone: 518-761-9797 E-mail: bo@flomatic. com

ESD Project No.: AC608

4 ______Master Page # 233 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Project Team: Origination Linda Dillon Project Management Nick Sarchioto Contractor & Supplier Diversity Denise Ross Finance Christina Choi Environmental Soo Kang

C. Financial Terms and Conditions

1. Upon execution of the grant disbursement agreement, the Company 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 Company will be obligated to advise ESD of any materially adverse changes in its financial condition prior to disbursement.

5. Up to $350,000 will be disbursed to the Grantee in three installments as follows: a) an Initial Disbursement of an amount equal to 50% of the grant ($175,000) upon completion of the project substantially as described in these materials, documentation of project costs totaling $3,300,000, a Certificate of Occupancy or other documentation verifying project completion as ESD may require, and documentation of the employment of at least 47 Full-time Permanent Employees at the Project Location (Employment Increment of 2), 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 ($87,500) will be disbursed upon documentation of the employment of at least 53 Full-time

5 ______Master Page # 234 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Permanent Employees at the Project Location (Employment Increment of 6), provided Grantee is otherwise in compliance with program requirements; c) a Third Disbursement of an amount equal to 25% of the grant ($87,500) will be disbursed upon documentation of the employment of at least 60 Full-time Permanent Employees at the Project Location (Employment Increment of 7), provided Grantee is otherwise in compliance with program requirements.

6. 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 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.

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

6 ______Master Page # 235 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 year or the average employment for the 12 month period computed by quarter.

Baseline Employment 45

A B Reporting Date Employment Goals February 1, 2020 45+X+Y+Z February 1, 2021 45+X+Y+Z February 1, 2022 45+X+Y+Z February 1, 2023 45+X+Y+Z February 1, 2024 45+X+Y+Z X = Grantee's Employment Increment that will be the basis of the First Disbursement of the Grant as described in section C.5 above (i.e. X=2, and Employment Goals shall equal [45 + X = 47] if the First Disbursement is made, in the year such disbursement is made and for each year thereafter). If the First 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=6 and Employment Goals shall equal [45 + X + Y = 53] 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. Y=7 and Employment Goals shall equal [45 + X + Y + Z = 60] 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

V. Environmental Review

The City of Glen Falls Planning Board, as lead agency, has completed an environmental review of the 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 April 17, 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.

VI. Non-Discrimination and Contractor & Supplier Diversity

ESD’s Non-Discrimination and Contractor & Supplier Diversity policies will apply to this Project.

7 ______Master Page # 236 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 The Company 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.

Vll. 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.

Vlll. Additional Submissions to Directors

Resolutions New York State Map Benefit-Cost Analysis Project Finance Memorandum

8 ______Master Page # 237 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Regional Council Award – Glens Falls (Capital Region – Warren County) – Flomatic Plant Expansion 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 Flomatic Plant Expansion 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 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, 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 Flomatic Corporation 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

9 ______Master Page # 238 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

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10 ______Master Page # 239 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

Regional Council Award – Glens Falls (Capital Region – Warren County) – Flomatic Plant Expansion 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 Flomatic Plant Expansion Capital Project, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

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11 ______Master Page # 240 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

Flomatic Corporation Capital Glens Falls Warren County

______Master Page # 241 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Project Summary Benefit-Cost Evaluation1 Flomatic Corporation – Business Investment

Initial Jobs: 45 Construction Job Years (Direct): 15 New Jobs: 15 over three years Construction Job Years (Indirect): 11

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

Fiscal Costs3 $554,306 $794,250 $554,306 $1,020,500 Fiscal Benefits4 $577,085 $2,085,600 $970,503 $4,271,980

Fiscal Cost /Direct Job $57,061 $3,000 $57,061 $4,110 Fiscal Cost/Total Jobs $24,068 $1,424 $24,068 $1,964 Fiscal B/C Ratio 1.04 7.00 1.75 10.60 Project Benchmarks Results Economic Benefits5 $7,437,101 $119,468,000 Econ. Benefits/Total Jobs $322,917 $147,600 Economic B/C Ratio 13.42 75.00

1 Dollar values are present value calculated over a 7-year period. Separate evaluations are made and reported for New York State government assistance alone and for State and Local government.

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).

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. ______Master Page # 242 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: New York State Innovation Venture Capital Fund (“NYSIVCF”)

REQUEST FOR: Authorization for Investment of NYSIVCF Funds in Ursa Space Systems Inc.

I. Project Summary

Awardees: Ursa Space Systems, Inc. (the “Company”)

Amount: Up to $1,800,000 in Series B Preferred Stock

Project Location: Ithaca, NY

Funding Source: The liquid assets held by ESD for NYSIVCF

ESD Project No.: 133,098

Project Team: Origination Jonathan Greene Project Management Jonathan Greene Legal Craig Alfred Contractor & Supplier Diversity N/A Environmental 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 and have the potential to generate additional economic activity in the State.

______Master Page # 243 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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 $45 million fund of funds that invests in seed stage equity opportunities.

Past New York State Support for Ursa Space Systems Inc.

Not Applicable

Project Status

Ursa Space Systems, Inc. (Ursa) is an Ithaca, New York based Satellite Intelligence as a Service company that provides customers with a subscription for geospatial intelligence, based on standardized satellite radar from multiple vendors. Using this data, Ursa’s software produces accurate 4D measurements (x, y, z location in space plus speed & direction) of identifiable objects (e.g., oil storage tanks) and measures changes within areas of interest. The market for geospatial analysis is over $80B annually with customers in energy, finance, logistics, and government sectors. While Ursa is initially focused on monitoring global crude oil supply, the company plans to utilize its platform to eventually monitor more than 50% of the world’s GDP daily. Ursa would like to explore partnerships with research institutions in New York State to develop new tools for analyzing and predicting the impacts of climate change.

The company is on track for $3.1M in 2019, up from $890K in 2018, with positive EBITDA anticipated in 2021. Ursa is currently employing 40 full-time, highly educated employees (50/50 women/men) with 28 in Ithaca and New York City. Employee growth is anticipated to be focused on the Ithaca office.

We are requesting an investment of up to $1.8M into a $15M Series B Preferred equity round at a $27M pre-money valuation and a post money valuation of ~$42M. As a result of the investment, NY Ventures will own ~4.2% of URSA on a fully diluted basis. Proceeds from this financing round will be used to fund URSA to breakeven (Q1 2021), including, increasing size of sales, development, & product teams, completion of new products, and support sales into new market verticals.

As part of the due diligence process, NYSIVCF staff and an external Investment Advisory Committee (IAC) evaluated the Company’s business plan and growth prospects, 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

2 ______Master Page # 244 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 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.

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, participation goals will not be established or required.

Attachments

Resolution Schedule A – Summary of the Investment Terms Overview of Co-investment Syndicate

3 ______Master Page # 245 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

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 Ursa Space Systems, Inc.

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 $1,800,000, in Ursa Space Systems, Inc. (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 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

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4 ______Master Page # 246 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Schedule A – Summary of Investment Terms

New York State Innovation Venture Capital Fund Ursa Space Systems, Inc. (the “Company”) Summary of Preferred Equity Financing Terms ESD Board of Directors’ Meeting September 19, 2019

Type of Security: Series B Convertible Preferred Stock (the “Series B Preferred”)

Investment Up to a total of $1,800,000. Funds will be used solely for working capital Amount; Use of requirements of the Company. Proceeds: Principal Terms Dividends: Holders of Series B Preferred shall be entitled to receive non- of the Series A cumulative dividends pari passu to the Company’s Series A Preferred and in Preferred: preference to any dividend on the Common Stock at a rate of 6% of the original purchase price per annum, when, as and if declared by the Company’s Board of Directors. The holders of the Series B Preferred shall also be entitled to participate pro rata in any dividends paid on the Common Stock on an as-if-converted basis. Liquidation Preference: 1X participating preferred, pari passu with the holders of the Series A Preferred and prior to the holders of the Common Stock, the greater of 1) a per share price equal to the Original Purchase Price (as adjusted for stock splits, stock dividends, combinations), or 2) the amount they would be entitled to receive had such holders of Series B Preferred converted such shares into Common Stock prior to the closing. Conversion: A holder of Series A Preferred will have the right to convert its shares, at any time, into shares of Common Stock at a 1:1 ratio. Protective The consent of majority of the holders of the Series A & B Preferred shall be Provisions: required with respect to all major corporate actions. Co-Investment Series B Preferred Investors: Razor’s Edge (lead), Paladin Capital, RRE Syndicate: Ventures, S&P Global, Citigroup Energy, Fed Ex, Nomi Bergman, Promos, Yufka, LLC (Peter Bloom) Series A Preferred Investors: Founders, Paladin Cyber Fund and affiliates, RRE Ventures VII, Rothenberg Ventures, S&P Global Ventures, Vitol Holding, Citigroup Energy, MVP ES Fund II, NEA Seed IV

5 ______Master Page # 247 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Overview of Co-Investment Syndicate

Razor’s Edge Ventures invests in companies that solve significant challenges in national security and high-growth commercial markets. The partners of Razors Edge have a history as thought leaders, program manager, and technology experts in the industries they invest capital.

Paladin Capital is a venture capital fund investing in technologies, products, and services focused on dual use in both commercial and governmental markets with a strong value-add culture. The Paladin team merges financial expertise with national security and technical competence to add value across a wide array of market sectors and company stages. Paladin is focused on being an active investor—bringing decades of experience, advice, access, and relationships to its portfolio companies.

RRE Ventures has raised over $1.5B across seven different venture capital funds, investing in a wide range of companies across financial services, 3D printing, media, space, and robotics. The firm is primarily a Seed through Series B investor providing strategic and operational support for its portfolio companies.

S&P Global Ventures is a division of S&P Global, a leading data intelligence firm providing clients with key insights into important trends in economic data historically and in the future. The ventures group invest in early to growth stage companies that are strategic to the parent’s core mission, including companies working on AI, data & analytics, distributed ledger (blockchain), risk management, supply chain, and other categories.

Citigroup Energy (CEI), a subsidiary of Citigroup, is a leading financial institution across US wholesale power markets. CEI’s provides clients with strong insight into current and future market dynamics and enables Citi to offer deep market liquidity, credit-enhancement, and hedge execution in both physical and financial markets.

Fed Ex is a leading global logistics company with a diverse portfolio of transportation, e- commerce, and business solutions that reach more than 220 countries and territories and link more than 99% of the world’s GDP.

Promos Ventures is a Chicago based venture capital fund that is investing strategically in the geospatial intelligence sector, along with other sectors.

Peter Bloom (Yufka, LLC) is an angel investor based in New York City

Nomi Bergman is an angel investor based in Syracuse expertise in space, mobile, and data infrastructure technologies.

6 ______Master Page # 248 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric Gertler

SUBJECT: Auburn (Central New York Region – Cayuga County) – Currier Plastics, Inc. – New Markets Tax Credit Sub-Allocation

REQUEST FOR: Findings and Determinations Pursuant to Sections 12 and 10(g) of the New York State Urban Development Corporation Act, as Amended (the “Act”), to Prioritize and Approve the Project, Adopt the Empire State New Market Corporation (“ESNMC”) General Project Plan (“GPP”), and Take All Related Actions

I. New Markets Tax Credit (“NMTC”) Program Background and New York State Urban Development Corporation d/b/a Empire State Development (“ESD”) Role

The NMTC program, enacted in 2000, offers a non-refundable tax credit intended to encourage private capital investment in low-income communities. The U.S. Department of the Treasury’s Community Development Financial Institutions Fund (the “CDFI Fund”) allocates NMTCs under a competitive application process. Investors who make qualified equity investments (“QEIs”) in community development entities (“CDEs”) reduce their federal income tax liability by claiming the NMTC. The tax credit value is 39% of the cost of the QEI and is claimed over a seven-year credit allowance period.

CDEs, such as Empire State New Market Corporation (“ESNMC”), a subsidiary of ESD, apply to the CDFI Fund for an allocation of NMTCs. After an award of NMTC allocation, the CDE uses subsidiary CDEs to attract private equity investors who make QEIs in the subsidiary CDEs in order to claim the NMTCs. The subsidiary CDE then makes loans or equity investments in qualified businesses that are located in low-income communities. These loans and/or equity investments are made on better rates and terms than market. Through the NMTC program, $57.5 billion in NMTCs have been awarded to CDEs across the country since inception.

ESNMC received its first allocation of NMTCs in 2009 in the amount of $30 million. All of this initial allocation was deployed in two NMTC projects. ESNMC received a second allocation in the amount of $55 million in the 2015-2016 round of the NMTC program (the “Allocation”). ESNMC has used $35.5 million of the Allocation in connection with the National Comedy Center, SUNY Broome, Hornell Medical Center, Boys and Girls Club of Schenectady, and the first ALDI transactions.

______Master Page # 249 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Although the ESNMC board of directors (the “ESNMC Board”) approves projects for NMTC purposes, the New York State Urban Development Corporation Act (the “UDC Act”) requires the ESD board of directors to separately determine that any such projects would otherwise be approved by ESD and demonstrate one or more goals detailed below.

II. ESNMC Project Authorization

On September 13, 2019, ESNMC approved the Project, defined below, for an allocation of up to $6.5 million of federal New Markets Tax Credits (“NMTCs”) to make loans that will qualify as Qualified Low Income Community Investments (“QLICIs”) totaling approximately $6.24 million, as defined by the CDFI Fund, to Currier Plastics, Inc., (the “Borrower” or “Currier”), which is a Qualified Active Low Income Community Business (“QALICB”) as defined by the NMTC program regulations. The QLICIs will finance and/or refinance “Non Real Estate” expenses as defined in the NMTC program regulations, including equipment, working capital, equipment loan repayment, fit-out of a “Clean Room” that includes costs related to equipment, but not for construction, and related expenses for the expansion of a plastics manufacturing company (the “Project”). The Project is located in Auburn, NY.

In addition to approving the allocation of NMTCs for the Project, the ESNMC Board approved operative documents and all other related steps to consummate the transaction. ESNMC’s Project Review Committee and the ESNMC Advisory Board have already recommended this Project for investment.

III. Project Impact Summary

Activity: As noted above, the Subsidiary CDE will make loans to the Borrower. The Borrower was established in 1982 by Raymond J. Currier as a custom injection molder of thermoplastics resins. It is now a preferred supplier to many automotive, medical, telecommunications and consumer products companies. Currier added Extrusion Blow Molding in 1997 allowing the company to leverage its existing knowledge of part design and plastics processing into a more targeted market segment that purchases both injection molded and blow molded products.

The Borrower is owned by the following: 1) John Currier: 51.11% 2) James E. Currier: 18.36% 3) Michael Cartner: 19.91% 4) Gary Kiefer: 10.62%

ESNMC’s financing would provide QLICI loans to the Borrower to help expand the business by purchasing and/or refinancing equipment, repaying existing equipment debt, fitting out a “Clean Room” that includes costs related to equipment, but not for construction, working

2 ______Master Page # 250 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 capital and other transaction and related expenses. The costs financed by the QLICIs will qualify as “Non Real Estate” expenses for NMTC program purposes.

In particular, the Project allows Currier to further expand into the the Invitro Diagnostic (IVD) market segments, which have a strong desire for companies that can offer design, injection, and blow molding capabilities within the same supplier.

Results: The following are important outcomes that are expected to be achieved:

Estimated Job Creation / Job Accessibility to the Low-Income Community • The company is expected to retain approximately 150 full-time, 10 – 15 part-time, and create 20 new full-time jobs. • The jobs are expected to pay above Cayuga County’s living wage of $11.03 / hr with a comprehensive benefits package. • Currier is expected to partner with the Cayuga County Workforce Development board to hire disadvantaged populations. It is expected to also work in partnership with the Advanced Manufacturing Institute (AMI), which includes a Plastics Laboratory, at the Cayuga Community College – Auburn Campus. • Training is provided to all new employees including working with Cayuga Community College, a local SUNY system community college.

Environmental Impacts Currier is purchasing new energy efficient electric molding machines to replace older hydraulic machines resulting in up to 70% less electric consumption per unit output. It will also improve the use of compressors, including newer, more highly efficient ones. Preventative measures will be taken through the maintenance of compressors and water systems. This expands on the proven ability to produce 15% more machine hours with 20% less energy consumption over the past year.

Catalytic Impact The Project will help position the Borrowerfor a 90,000 SF expansion that is targeted for 2020 or 2021 at an estimated cost of over $12 million.

Detailed Project and Financing information can be found in the attached ESNMC Board materials.

IV. Statutory Basis and Findings

3 ______Master Page # 251 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 income communities. The Projects will comply with all applicable NMTC program requirements. ESD is required to approve the Projects (as described herein and in the attached ESNMC Board materials) and ESNMC will comply with applicable federal tax laws and consummate the transaction.

New York State legislation requires ESD to select and prioritize projects demonstrating one or more of the following goals (“Goals”): (a) creating or retaining jobs in low income communities; (b) increasing the provision of goods and services for low income community residents which would otherwise not be available at the same price or quality; (c) supporting minority and women owned or controlled businesses; (d) expanding housing opportunities for low income community persons; (e) supporting environmentally sustainable outcomes; and (f) supporting efforts that otherwise benefit low income community residents by leveraging further investment in their communities. The Project has been selected as meeting the Goals outlined in (a), (e), and (f) based on the anticipated community impacts described in the Results sections above.

In addition to setting the Goals noted above, the legislation requires that projects “be limited to projects that would be authorized under this Act and shall be subject to approval by the Board of the Urban Development Corporation.”

By adopting the ESNMC General Project Plan, finding the Projects achieved one or more of the Goals and making all other required findings, including conducting a hearing and environmental review, the Projects would be authorized by the UDC Act.

V. Past ESD Support

The Borrower has previously received an ESD grant totaling $750,000 that was fully disbursed and the company has complied with all ESD requirements. The Borrower was also awarded a $1,570,000 grant in 2017, the funding of which is being approved at this meeting. The Borrower was also awarded $180,000 in Excelsior Tax Credits in 2017.

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. Accordingly, ESD’s Non-Discrimination and Contractor & Supplier Diversity policy will apply to the project. No specific MWBE or SDVOB participation goals shall be required of this project, however, the sponsor shall adhere to ESD’s Non-Discrimination and Equal Employment Opportunity (“EEO”) policy. The Borrower is encouraged to use “Good Faith Efforts,” pursuant to 5 NYCRR §142.8 and 9 NYCRR §252.2(m), to utilize NYS-certified MWBEs and SDVOBs.

4 ______Master Page # 252 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 VII. Environmental Review

Staff has determined that the project 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 project.

VIII. Requested Action

The Directors are requested to make findings and determinations to prioritize and approve the Project, adopt and ratify ESNMC Board findings and General Project Plan, and take related actions.

IX. Additional Submissions to Directors

Resolutions New York State Map ESNMC Board Materials dated September 13, 2019

5 ______Master Page # 253 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Auburn (Central New York Region – Cayuga County) – New Market Tax Credit (“NMTC”) Financing for Currier Plastics, Inc. (the “Project”) – Findings and Determinations Pursuant to Sections 12 and 10(g) of the New York State Urban Development Corporation Act, as Amended (the “Act”), to Prioritize and Approve the Project, Adopt the Empire State New Market Corporation (“ESNMC”) General Project Plan (“GPP”), and Take All Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, copies of which are hereby ordered filed with the records of the New York State Urban Development Corporation d/b/a Empire State Development (the “Corporation”), relating to the Project, the Corporation hereby selects and approves the Project, in accordance with the requirements of Section 12 and 10(g) of the Act, and adopts the GPP for the Project submitted to this meeting, together with such changes therein as the ESNMC President or his designee(s) may deem appropriate, a copy of which GPP, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that, in accordance with Section 16(2) of the Act, upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the GPP, such GPP shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to approve the Project, including the sub-allocation of $6,500,000 of NMTCs, 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 of the Corporation or his designee(s) may deem appropriate; and be it further

RESOLVED, that pursuant to Section 10(g) of the Act, that there are no families or individuals to be displaced from the location of the Project; and be it further

RESOLVED, that any actions previously taken by the Corporation in furtherance of the actions authorized herein are hereby ratified and approved.

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6 ______Master Page # 254 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

Currier Plastics, Inc. Auburn Cayuga County

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TO: The Directors

FROM: Eric Gertler

SUBJECT: Jamestown (Western New York Region – Chautauqua County) – The Chautauqua Center, Inc. – New Markets Tax Credit Sub-Allocation

I. New Markets Tax Credit (“NMTC”) Program Background and New York State Urban Development Corporation d/b/a Empire State Development (“ESD”) Role

______Master Page # 269 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Although the ESNMC board of directors (the “ESNMC Board”) approves projects for NMTC purposes, the New York State Urban Development Corporation Act (the “UDC Act”) requires the ESD board of directors to separately determine that any such projects would otherwise be approved by ESD and demonstrate one or more goals detailed below.

II. ESNMC Project Authorization

On September 13, 2019, ESNMC approved the Project, defined below, for an allocation of up to $7 million of federal New Markets Tax Credits (“NMTCs”) to make Qualified Low Income Community Investments (“QLICIs”) to the portion of the business (the “POB”) of The Chautauqua Center, Inc. (the “Borrower” or “TCC”) that operates a federally qualified health center (“FQHC”) in Jamestown, NY. The POB is expected to be a Qualified Active Low Income Community Business (“QALICB”) as defined by the NMTC program regulations. The QLICIs will finance and/or refinance the costs of construction of a new FQHC, pay for transaction costs and other related expenditures to increase the Borrower’s health care services in Jamestown, NY (the “Project”).

III. Project Impact Summary

Activity: As noted above, the Subsidiary CDE, will make a loan to finance the construction of a new FQHC to increase health care services in Chautauqua County. The 77,000 square foot state-of-the-art facility will be located in the downtown medical corridor of Jamestown in the southern portion of the County. This will create a “Medical Mall” and ease the process for obtaining health and support services for the patients of TCC.

Results: The Borrower is expected to retain 34 full time equivalent jobs (“FTEs”) and hire 68 FTEs as part of this project. All employees are paid above a living wage. All full time employees will be offered comprehensive medical insurance, life insurance, and 401(k) plans. Also, the Borrower works with the local workforce investment board to post jobs and hire local low-income residents for full time and internship positions. In addition, it is estimated that 70 construction jobs will be created as part of the Project.

The Project will allow for an increase in the number of patients served from 4,000 to 14,000 and over 50,000 visits annually. The FQHC will serve a low income population, including at least 60% who are on Medicaid.

2 ______Master Page # 270 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Currently, 35 – 40% of the patients are minorities, including migrant populations, and it is estimated that the new center will serve the same population. New technology to provide more telehealth medical services that are not available locally is also being added. The FQHC will operate a number of support programs such as the Eat Smart Program and the Special Supplemental Nutrition Program for Women, Infants, and Children (WIC).

Elected officials, local government, and community organizations have shown support since the opening of TCC in 2013 and are very supportive of this proposed expansion and renovation. TCC is also a women controlled non-profit organization.

Detailed Project and Financing information can be found in the attached ESNMC Board materials.

IV. Statutory Basis and Findings

Section 45D of the Internal Revenue Code, Section 10(g) and Sections 12 and 16(2) of the UDC Act are the relevant statutes. As noted above, the NMTC program, enacted in 2000, offers a non-refundable tax credit intended to encourage private capital investment in low- income communities. The Project will comply with all applicable NMTC program requirements. ESD is required to approve the Project (as described herein and in the attached ESNMC Board materials) and ESNMC will comply with applicable federal tax laws and consummate the transaction.

New York State legislation requires ESD to select and prioritize projects demonstrating one or more of the following goals (“Goals”): (a) creating or retaining jobs in low income communities; (b) increasing the provision of goods and services for low income community residents which would otherwise not be available at the same price or quality; (c) supporting minority and women owned or controlled businesses; (d) expanding housing opportunities for low income community persons; (e) supporting environmentally sustainable outcomes; and (f) supporting efforts that otherwise benefit low income community residents by leveraging further investment in their communities. The Project has been selected as meeting the Goals outlined in (a), (b), and (c) based on the anticipated community impacts described in the Results sections above.

By adopting the ESNMC General Project Plan, finding the Project achieved one or more of the Goals and making all other required findings, including conducting a hearing and environmental review, this Project would be authorized by the UDC Act.

3 ______Master Page # 271 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 V. Past ESD Support

The Project has not received past ESD support

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. Accordingly, ESD’s Non-Discrimination and Contractor & Supplier Diversity policy will apply to the project. No specific MWBE or SDVOB participation goals shall be required of this project, however, the sponsor shall adhere to ESD’s Non-Discrimination and Equal Employment Opportunity (“EEO”) policy. The Borrower is encouraged to use “Good Faith Efforts,” pursuant to 5 NYCRR §142.8 and 9 NYCRR §252.2(m), to utilize NYS-certified MWBEs and SDVOBs.

VII. Environmental Review

The City of Jamestown Planning Commission, as lead agency, has completed an environmental review of the 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 August 7, 2018. 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.

VIII. Requested Action

The Directors are requested to make findings and determinations to prioritize and approve the Project, adopt and ratify ESNMC Board findings and General Project Plan, make a determination of no significant effect on the environment, and take related actions.

IX. Additional Submissions to Directors

Resolutions New York State Map ESNMC Board Materials dated September 13, 2019

4 ______Master Page # 272 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Jamestown (Western New York Region – Chautauqua County) – New Market Tax Credit Financing for The Chautauqua Center, Inc. (the “Project”) – Findings and Determinations Pursuant to Sections 12 and 10(g) of the New York State Urban Development Corporation Act, as Amended (the “Act”), to Prioritize and Approve the Project, Adopt the Empire State New Market Corporation (“ESNMC”) General Project Plan, Make a Determination of No Significant Effect on the Environment, and Take Related Actions

RESOLVED, that on the basis of the materials presented to this meeting, copies of which are hereby ordered filed with the records of the New York State Urban Development Corporation d/b/a Empire State Development (the “Corporation”), relating to the Project, the Corporation hereby selects and approves the Project, in accordance with the requirements of Section 12 and 10(g) of the Act and adopts the ESNMC General Project Plan (the “GPP”) for the Project submitted to this meeting, together with such changes therein as the ESNMC President or his designee(s) may deem appropriate, a copy of which GPP, together with such changes, is hereby ordered filed with the records of the Corporation; and be it further

RESOLVED, that, in accordance with Section 16(2) of the Act, upon written finding of the President and Chief Executive Officer of the Corporation or his designee(s) that no substantive negative testimony or comment has been received at the public hearing held on the GPP, such GPP shall be effective at the conclusion of such hearing, and that upon such written finding being made, the President and Chief Executive Officer of the Corporation or his designee(s) be, and each of them hereby is, authorized to approve the Project, including the sub-allocation of up to $7,000,000 of NMTCs, 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 of the Corporation or his designee(s) may deem appropriate; and be it further

RESOLVED, that pursuant to Section 10(g) of the Act, that there are no families or individuals to be displaced from the location of the Project; and be it further

RESOLVED, that any actions previously taken by the Corporation in furtherance of the actions authorized herein are hereby ratified and approved.

5 ______Master Page # 273 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 RESOLVED, that based on the environmental review of the Project conducted by the City of Jamestown Planning Commission, as lead agency, 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, the Corporation hereby determines that the proposed action will not have a significant effect on the environment.

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6 ______Master Page # 274 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 «Project_Name» «Project_Town» «Project_County» County

The Chautauqua Center, Inc. Jamestown Chautauqua County

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TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Elmont (Nassau County) – Belmont Park Redevelopment

REQUEST FOR: Authorization to Amend a Contract with Greenberg Traurig LLP for Environmental Legal Services Related to the Belmont Park Redevelopment Civic and Land Use Improvement Project

CONTRACT NEED AND JUSTIFICATION

I. CONTRACT SUMMARY

Counsel: Greenberg Traurig LLP (“Counsel”)

Scope of Services: Counsel would continue to provide environmental legal services related to the Belmont Park Redevelopment Civic and Land Use Improvement Project

Current Contract Limit: $500,000

Proposed Contract Amendment: $400,000

Total Proposed Contract Amount: $900,000

Funding Source: The contract will be funded by the developer, New York Belmont Partners, LLC (“NYBP”), an affiliate of New York Arena Partners (“NYAP”), pursuant to a cost letter between ESD and NYBP.

II. BACKGROUND

Belmont Park, located in the unincorporated hamlet of Elmont, New York, is one of the major thoroughbred horseracing facilities in the country and has been in active use since 1905. On July 31, 2017 ESD issued a RFP solicitation for the long-term lease of underutilized property located to the south of the existing Belmont Park Racetrack and Grandstand. On December 21, 2017 New York Arena Partners LLC (NYAP) was conditionally designated by ESD as developer of

______Master Page # 288 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 the Belmont Park Redevelopment Civic and Land Use Improvement Project (“Project”), which consists of an up to approximately 19,000 seat arena for the New York Islanders National Hockey League (NHL) franchise and for other entertainment events; retail space; office space; community space; and parking.

Since the time of NYAP’s conditional designation, Greenberg Traurig LLP (“Greenberg”), has assisted ESD staff in its review of the Project under the State Environmental Quality Review Act (SEQRA), which involved advising ESD in the preparation of a Draft Environmental Impact Statement and Final Environmental Impact Statement for the Project. ESD has had a positive experience with Greenberg throughout the contract and continues to require Greenberg’s environmental legal advice. Because of Greenberg’s performance to date, staff believes it would be prudent to continue with and increase the maximum amount of Greenberg’s contract by $400,000 for a total amount of $900,000. Accordingly, your approval is being sought for this contract amendment.

III. SCOPE OF WORK

Greenberg will continue to provide ESD with environmental legal advice.

IV. COUNSEL SELECTION PROCESS

In June of 2016, ESD staff advertised for legal counsel generally, in the following areas: (1) real estate and land use; (2) construction; (3) environmental; (4) condemnation; (5) bankruptcy; (6) taxation; (7) bond financing; (8) foreclosure; (9) employment; {10) transactional direct and indirect investments; and (11) regulatory litigation. Seventy-eight firms responded to the solicitation. ESD publicly re-opened the solicitation on August 2, 2016, with proposals due on August 17th, because a number of firms on the 2012 pre-qualified list had failed to respond. Nine additional firms responded, including some that were previously listed on the 2012 list and some new firms. The responses were evaluated, and, in February 2017, the ESD Directors approved a Pre-Qualified Counsel List. Greenberg was pre-qualified in the area of environmental law.

In March 2017, ESD selected Greenberg Traurig LLP from its Pre-Qualified Counsel List to provide environmental legal services related to the potential development of underutilized property at Belmont Park. Such services included the review of ESD’s Request for Proposals related to the property as well as preliminary advice on the SEQRA process. The contract was for a term of one year, in an amount not to exceed $100,000, and was authorized by ESD’s President & CEO pursuant to his delegated authority to enter into contracts in amounts not to exceed $250,000.

In December of 2018, ESD conditionally designated NYAP as developer of the Project, and the SEQRA review process of the proposed project began. In July 2018, the Directors’ approved an amendment to Greenberg’s contract to extend the contract term to five years from the date of the amendment and to increase the value to an aggregate $500,000.

2 ______Master Page # 289 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 In August 2019, ESD completed the environmental review process for the Project with its adoption of findings pursuant to SEQRA. Greenberg has performed very well in its representation of ESD through the SEQRA review process. ESD now requests authorization to extend Greenberg’s contract to continue to provide environmental legal advice. The amendment will increase the value to an aggregate $900,000. All other terms of the contract, including the term would remain the same. The contract will be funded by NYBP pursuant to a cost letter between ESD and NYBP.

V. RESPONSIBLE PARTY

Pursuant to State Finance Law Section 163 and the Corporation’s policy related thereto, staff has: (a) considered Counsel’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 of General Services. Based on the foregoing, staff considers Counsel to be responsible.

VI. ENVIRONMENTAL REVIEW

Staff has determined that the proposed authorization 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 Department of Environmental Conservation. No further environmental review is required in connection with this authorization.

VII. 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 New York State certified minority and women-owned businesses (“MWBEs”) and service-disabled veteran-owned businesses ("SDVOB"), respectively, in the performance of ESD contracts. ESD’s Office of Contractor and Supplier Diversity has reviewed the project and has determined that there exists no potential for MWBE & SDVOB participation. As such, participation goals will not be established or required for this project; however, Counsel shall adhere to ESD's Nondiscrimination and Equal Employment Opportunity policy.

VIII. REQUESTED ACTIONS

The Directors are asked to: (1) make a determination of responsibility with respect to Counsel; and (2) authorize ESD to amend its contract with Counsel for environmental legal services as described in these materials with a maximum amount not to exceed $900,000.

3 ______Master Page # 290 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 IX. RECOMMENDATION

Based on the foregoing, I recommend approval of the requested actions.

ATTACHMENT Resolutions

4 ______Master Page # 291 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT – Elmont (Nassau County) – Belmont Park Redevelopment - Authorization to Amend a Contract with Greenberg Traurig LLP for Environmental Legal Services Related to the Belmont Park Redevelopment Civic and Land Use Improvement Project

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 Greenberg Traurig LLP (“Counsel”) to be responsible; and be it further

RESOLVED, that the Corporation is hereby authorized to amend its contract with Counsel in order to increase the contract amount by $400,000 from the current amount of $500,000 to an amount not to exceed $900,000 for the purposes and services, and substantially on the terms and conditions, as set forth in the Materials; and be it further

RESOLVED, that the President and Chief Executive Officer Designate and 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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5 ______Master Page # 292 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Howard A. Zemsky

SUBJECT: City of Rochester (Monroe County) - Proposed Disposition of the SUNY Brockport MetroCenter

REQUEST FOR: Authorization to Acquire and Dispose of Real Property in Accordance with the Applicable Provisions of the Public Authorities Law; Determination of No Significant Effect on the Environment and Take Relate Actions ______

I. Background

The SUNY Brockport MetroCenter is located at 55 Saint Paul Street (the “Property”) in the City of Rochester (the “City”) and consists of a four and six-story office building that was used as an educational facility but is now mostly vacant with SUNY Brockport moving its operations to a new location in the City. The Property is a strategic parcel located along the Genesee River and across the street from the new City transit center. In addition, the Property is adjacent to the existing Riverside Hotel on East Main Street which is actively under consideration for redevelopment, and potentially will be part of the ROC the Riverway development plan. As a result, the City desires to acquire site control of the Property which will initially be utilized to house strategic City departments involved with youth development and job training for City residents but may needed for development projects in the future.

As SUNY has no legal mechanism to transfer the Property directly to the City, in order to effectuate the transfer, ESD will acquire the Property from the State of New York and then simultaneous transfer the Property to a City controlled development corporation. This will allow the City to acquire site control of the Property without a competitive process and ensure that this strategic parcel will remain under municipal control.

II. Proposed Transaction

The proposed transaction will transfer the property from New York State to ESD with the immediate transfer to the Rochester Economic Development Corporation (“REDCO”) a local development corporation created and controlled by the City. REDCO will pay SUNY the fair market value of the Property in the amount of $1,580,000 which was determined by an independent appraisal. The City is expected to use the Property for its operations including the Department of Recreation & Youth Services.

______Master Page # 293 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 III. Compliance with the Public Authorities Law

Pursuant to the provisions of the Public Authorities Law (“PAL”), ESD is required to dispose of property through a competitive bid process unless a specific statutory exception applies. For negotiated transactions, the relevant exception includes situations when the purpose of the transfer is within the purpose, mission or governing statute of the public authority.

ESD’s mission is to promote a vigorous and growing state economy, encourage business investment and job creation, and support diverse, prosperous local economies across New York State through the efficient use of loans, grants, tax credits, real estate development, marketing and other forms of assistance. By engaging in the current transaction, the City of Rochester will maintain site control of a strategic parcel, that will house important municipal departments and may ultimately be part of further economic development activities of the City thereby supporting a diverse economy in the City.

IV. Environmental Review

The New York State Office of General Services, as lead agency, has completed an environmental review of the 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. 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.

V. Requested Action

The Directors are requested to (1) authorize the acquisition of the Property owned by the State; (2) authorize the disposition and conveyance of title of the Property to REDCO in accordance with the Public Authorities Law and these materials; (3) make a determination of no significant effect on the environment; and (4) authorize the corporation to take all related actions.

VI. Recommendation

Based on the foregoing, I recommend approval of the attached resolution.

Attachment

Resolution

2 ______Master Page # 294 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

City of Rochester (Monroe County) - Proposed Disposition of the SUNY Brockport MetroCenter - Authorization to Acquire and Dispose of Real Property in Accordance with the Applicable Provisions of the Public Authorities Law; Determination of No Significant Effect on the Environment and Take Relate Actions

RESOLVED, that based on the materials presented to this meeting and ordered filed with the records of the New York State Urban Development Corporation d/b/a Empire State Development (the “Corporation”) relating to the SUNY Brockport MetroCenter, the Corporation be and hereby is authorized to: (i) acquire real property from the State of New York consisting of the SUNY Brockport MetroCenter in the City of Rochester in Monroe County; (ii) dispose and convey title of the Property to the Rochester Economic Development Corporation in accordance with these materials, (iii) make all findings required by, the applicable provisions of the Public Authorities Law; and (iv) take all related actions; and be it further

RESOLVED, that on the basis of the materials submitted to the Directors, the Corporation hereby determines that the proposed action will not have a significant effect on the environment, 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 to take such action and execute such documents as may be necessary or appropriate to carry out the foregoing resolutions.

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3 ______Master Page # 295 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 FOR CONSIDERATION September 19, 2019

TO: The Directors

FROM: Eric J. Gertler

SUBJECT: Procurement of Developer of Database of Economic Incentives

REQUEST FOR: Authorization to Enter into a Contract for Services to Develop a Database of Economic Incentives and to Take Related Actions ______

CONTRACT NEEDS AND JUSTIFICATION

I. Contract Summary

Contractor: Knowledge Builders Inc.

Scope of Services: Discover program data across Empire State Development (“ESD”) departments; design, develop and implement database; create documentation and instruction for utilizing database; launch database.

Contract Term: Two-year base, with the option to extend by up to one additional year as needed.

Contract Amount: Not to exceed $500,000, inclusive of a $154,000 contingency for activities under Task 5.

Funding Source(s): Department of Economic Development State Operations Appropriation.

II. Background

In compliance with the FY 2020 New York State Budget, and in order to provide greater transparency and enhance public engagement with respect to ESD’s strategic investments, ESD seeks to establish, operate, and maintain a public searchable Database of Economic Incentives (“Database”) for economic development projects.

 The Database will include loan, grant, and incentive projects managed directly by ESD;  The Database will be publicly available on New York State’s Open Data website; and

______Master Page # 296 of 300 - NYS Urban Development Corporation Meeting 9/19/2019  Data will be published and available to the public by end of 2020 (to the extent practicable) for active ESD projects.

The FY 2020 NYS Budget included appropriation authority of $500,000 for professional services related to the implementation of an ESD Database of Economic Incentives. ESD has identified a consultant and is seeking board approval for the contract to support this work.

III. Contractor Selection Process

ESD utilized a mini-solicitation process to secure a consultant to assist with this project. The mini-solicitation process selected a consultant from ESD’s list of pre-qualified providers of information technology goods and services. To be placed on this pre-qualified list, each vendor responded to a prior Request for Proposals (“RFP”) issued by ESD. All vendors on the pre- qualified list were selected through a public solicitation, adhering to public procurement laws and practices, and were certified at a public meeting of ESD’s Board of Directors.

Selecting from the pre-qualified list, based upon the credentials and experience of each firm, ESD shared the Database of Economic Incentives Scope of Services with twelve pre-qualified firms. These twelve firms were emailed the Scope of Services on July 11, 2019, with responses due to ESD by 5:00 pm on August 7, 2019.

ESD received six responses to the Scope of Services, two of which were eliminated from consideration after an initial review. The remaining four finalist firms were interviewed and references were checked. The selection committee, consisting of staff from ESD’s Executive Office, Policy, and IT Divisions, has selected Knowledge Builders Inc. (“KBI”) based upon the scoring matrix outlined in the Scope of Services.

KBI has the requisite technical capacity, knowledge, expertise, and had references which spoke to their ability to streamline various sources of data into one cohesive public database, as well as deliver a project on-time, and on-budget, and proposed a funding total below the $500,000 appropriated amount.

IV. Scope of Work

The Scope of Work for the contract will include the following Tasks: 1) Discovery & Design: meeting with ESD staff and taking other measures to document, assess and streamline the program data to be reported; 2) Development & Implementation: working with ESD staff to develop an interface for staff to aggregate and review draft program data for accuracy prior to publication; 3) Documentation & Instruction: develop informational materials for staff and the public to better understand the published data; 4) Go-Live: work with ESD to publish and maintain the reported data; and 5) Post Go-Live Support: work with ESD to add any additional features or complete additional tasks as appropriate.

2 ______Master Page # 297 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 V. Contract Term, Price, and Funding

The proposed term of the contract is a base two-year contract—approximately September 25, 2019 through September 25, 2021—with the option to extend by up to one year at the Corporation’s sole discretion.

The total value of the contract is not to exceed $500,000, inclusive of an $154,000 contingency for additional activities under Task 5. Payment will be provided on a per-task basis, subject to each per-task budget, and limited to the actual hours worked for each resource.

The contract will be funded from the Department of Economic Development’s State Operations Budget for Fiscal Year 2019-2020.

VI. Responsible Party

Staff has examined the proposed contractor’s “responsibility” as defined in State Finance Law Section 163 and as provided in ESD’s Procurement Guidelines. Based on this analysis of financial and organizational capacity, legal authority to do business in New York, integrity of principals, and past performance on contracts, staff concludes that the proposed contractor is a responsible vendor.

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 Enterprises (MWBEs) and Service- Disabled Veteran-Owned Businesses (SDVOBs) 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 and 9 NYCRR 252.2) to achieve an overall MWBE Participation Goal of 30% and an SDVOB goal of 6% related to the total value of ESD’s funding. Knowledge Builders Inc. is a New York State Certified WBE.

VIII. Environmental Review

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 for the New York Department of Environmental Conservation. No further environmental review is required in connection with this authorization.

IX. Requested Action

The Directors are requested to (1) make a determination of responsibility with respect to the proposed contractor; (2) authorize the Corporation to enter into a contract with KBI for an amount not to exceed $500,000; and (3) to delegate to the President and Chief Executive

3 ______Master Page # 298 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 Officer Designate the authority to exercise option years for this contract on behalf of the Corporation.

X. Recommendation

Based on the foregoing, I recommend approval of the requested actions.

XI. Attachments

Resolution

4 ______Master Page # 299 of 300 - NYS Urban Development Corporation Meeting 9/19/2019 September 19, 2019

NEW YORK STATE URBAN DEVELOPMENT d/b/a EMPIRE STATE DEVELOPMENT – Procurement of Services to Develop a Database of Economic Incentives - Authorization to Enter into a Contract to Provide Services to Develop a Database of Economic Incentives and to Take Related Actions

RESOLVED, that the Corporation is hereby authorized to enter into a contract with Knowledge Builders Inc. in an amount not to exceed five hundred thousand ($500,000) 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.

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5 ______Master Page # 300 of 300 - NYS Urban Development Corporation Meeting 9/19/2019