BOARD OF DIRECTORS’ MEETING Friday, March 16, 2018

10:00 A.M.

AGENDA CORPORATE ACTION:

Approval of minutes for the September 8, 2017 Board of Director’s Meeting.

FOR CONSIDERATION:

Harlem Community Development Corporation ("Harlem CDC") - Approval of Harlem CDC's Fiscal Year 2018-19 Operating Budget; Authorization to Take Related Actions

Harlem Community Development Corporation ("Harlem CDC") - Approval of Harlem CDC's Fiscal Year 2018-19 Weatherization Division Budget; Authorization to Take Related Actions

FOR INFORMATION:

President’s Report NEW BUSINESS OLD BUSINESS ADJOURNMENT

Harlem Community Development Corporation Meeting of the Board of Directors 163 West 125th Street, 17th Floor New York, NY 10027 September 8, 2017

Minutes In Attendance Directors: Freida Foster, Acting Chair Maria Teresa Arce, Esq. Bill Perkins, NYC Councilmember Holley Drakeford Dana Reed Designees: Aneiry Batista for Congressman Adriano D. Espaillat Peter Dean for Superintendent of NYS DFS Maria T. Vullo Kercena Dozier for Brian Benjamin, New York State Senator Lashawn Henry for Assemblyman Robert J. Rodriguez Lermond Mayes for Assemblywoman Inez E. Dickens Nicole Migliore for NYS Assemblyman Daniel O’Donnell Arva Rice for Manhattan Borough President, Gale Brewer Melinda Velez for Councilmember Melissa Mark-Viverito Gregory Watson for RuthAnne Visnauskas, CEO of NYS HCR

Harlem CDC Curtis L. Archer, President Officers: Rose Jeffrey, Corporate Secretary Harlem CDC Staff: Melvin Norris, Exec. V.P. & Director of Small Business Services ESDC Staff & HCDC Counsel: Eunice Jackson, Esq., Special Counsel Guests Present: Destiny Burns, ESD

Linda Guy, Councilman Bill Perkins’ Office

Videographer: Marcus Browne, Harlem CDC Reporter: Nicole Ellis, MGR Reporting, Inc.

The meeting of the Board of Directors (the “Board’’ or the “Directors”) of the Harlem

Community Development Corporation (“Harlem CDC” or the “Corporation”) was called to order at

10:21 A.M. by Corporate Secretary Rose Jeffrey. It was noted for the record that the meeting was

being webcast. Ms. Jeffrey further noted that the Chairperson position for the Board of Directors is

currently vacant. Robert’s Rules of Order state that in the absence of a Chairperson or a Vice-

President, it is the duty of the secretary to call the meeting to order, and to preside until the election

of a Chairperson, Pro Tem.

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Ms. Jeffrey stated, that it is proposed that the Directors elect Freida Foster as Chairperson,

Pro Tem, for the purpose of chairing the September 8, 2017 meeting. Ms. Jeffrey asked if there

was any objection to Ms. Foster serving as Chairperson Pro Tem. Hearing no objection, Ms.

Jeffrey announced that Freida Foster would serve as Chairperson Pro Tem, and turned the

meeting over to Madam Chairperson (the “Chair”).

Ms. Foster stated that she would be honored to serve as Chair for the September 8, 2017

meeting of the Harlem Community Development Corporation.

The Chair said that the Directors have received all relevant written materials in advance of

the meeting and are free to ask questions at any time. Consistent with the policy of the parent

corporation, Empire State Development Corporation, public comments on the items on the agenda

are also welcome. After each item is presented and any comments are received from the

Directors, the members of the public will be allowed to provide comments which will be limited to

two minutes and should only address the items that are under consideration.

Before beginning the substantive portion of the meeting, the Chair asked the Directors

whether anyone had any potential conflicts of interest with respect to any of the items on the

proposed agenda.

Mr. Watson stated that he would like to abstain from voting on the item in regards to the

Weatherization Program since they are funded by Homes and Community Renewal.

Hearing no other comments, the Chair noted Mr. Watson’s recusal for the record and said

that anyone feeling a need to be recused from voting on any item at any time during the meeting to

please feel free to do so.

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The Chair called for a motion to approve the minutes of the June 23, 2017 Board of

Directors meeting.

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There being no questions or comments, upon motion duly made and seconded, the March

24, 2017 board meeting minutes were adopted. Ms. Rice said she would abstain from voting

because she did not attend the June meeting.

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After a round table introduction of all attendees, the Chair then called on Curtis Archer,

President of Harlem CDC, to present Harlem CDC’s amended Weatherization Division budget for

Fiscal Year 2017/2018. Mr. Archer stated that Housing and Community Renewal (“HCR”) received

their final allocations for the Weatherization Program and as a result, has increased Harlem CDC’s

2017/2018 budget.

He stated that the original allocation of $969,750 was increased by $164,191 for a total

allocation of $1,133,941. Ms. Jackson asked about the $30,000 that was mentioned in the last

budget approval request. Mr. Archer answered that he was only stipulating Federal allocations not

the $30,000 earned income from the Weatherization Division.

There being no questions or comments, upon motion duly made and seconded, the request

to approve Harlem CDC's Amended Weatherization Division Budget for Fiscal Year 2017/2018

was approved. Mr. Watson Abstained.

Harlem Community Development Corporation (“Harlem CDC”) - Approval of

Harlem CDC's Amended Weatherization Division Budget for Fiscal Year

2017/2018 (April 1, 2017 – March 31, 2018); Authorization to Take Related Actions

RESOLVED, that based upon the materials presented at this meeting (the

'Materials"), a copy of which is ordered filed with the records of the Corporation,

the Board of Directors of the Corporation does hereby authorize, approve and

adopt the Harlem Community Development Corporation's Amended

Weatherization Division Budget for Fiscal Year 2017/2018, substantially in the

form set forth in the materials and subject to the availability of funds; and be it

further

RESOLVED, that the President of the Corporation and/or President's

designee(s) be, and each of them, hereby is authorized and directed to take all

actions and execute all documents in connection with the establishment and

implementation of the Amended Weatherization Division's FY 2017/2018

Budget; and be it further

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RESOLVED, that the President of the Corporation and/or the President's

designee(s), and each of them, hereby is authorized and directed to

execute and deliver all documents and to take all related actions as

each of them deems necessary or appropriate to effectuate the forgoing.

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Next, Mr. Archer then presented a request for a grant of up to $125,000 from the

Community and Economic Revitalization Support Program (“CERSP”), to the Greater Harlem

Chamber of Commerce (“the Chamber”) to fund a portion of the expenses for the Harlem Havana

Music and Cultural Festival.

Mr. Archer stated that over the Chamber’s 120-year history, they have provided services to

the Upper Manhattan area and has co-sponsored some of the most important development

projects in Upper Manhattan. Last year, Harlem CDC sponsored the Chamber in launching the

annual Harlem Havana Music and Cultural Festival, an international visual and performing arts,

fashion, education and culinary exchange that celebrates the artistic connection between Harlem,

New York and Havana, Cuba.

Mr. Archer further stated that the festival is scheduled during Harlem Week and is part of a

greater cultural and educational exchange initiative led by Congressman Charles Rangel, the

Greater Harlem Chamber of Commerce in partnership with U.S. Representative Gregory Meeks

and Cuban Deputy Minister of Culture Fernand Rojas.

Mr. Archer mentioned that the CERSP funds will be used for expenses relating to the

promotion and operation of the festival which will include graphic design, and the printing of stage

and site promotional banners and Harlem Havana calendars of events.

Mr. Archer further stated that the festival has bolstered economic activity at participating

venues and in its first year, increased the attendance to Harlem Week to close to 300,000.

Mr. Archer stated that the budget for the project is $500,000 and Harlem CDC’s grant of

$125,000 is 25 percent of the total budget for the event. He concluded by requesting the board to

find that the proposed funding is an eligible activity in accordance with Harlem CDC’s mission.

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Mr. Drakeford asked if additional things were planned since the budget for the project has

increased from $200,000 in the first year to $500,000.

Ms. Burns explained that there are things that carried over from the previous year and that

the entire program for the first year was actually $800,000, so the current year is actually less.

Councilmember Perkins asked which carry-overs mitigate the increase.

Ms. Burns said things purchased such as equipment.

Councilmember Perkins asked if its hardware or that kind of sustainable equipment.

Ms. Burns said she did not know.

Councilmember Perkins stated that it’s good to know because if it is sustainable once it

may be sustainable for a while. This gives a sense of the longevity of the sustainability from a

budgeting perspective.

Ms. Burns stated that answers could be provided later.

Councilmember Perkins stated yes and thank you.

The Chair asked if it was okay to assume that the board would be getting a report on

sustainability.

Ms. Burns said she would need to consult with the Chamber on the differences between

last year and the current year’s budget.

Ms. Reed asked if the other financing sources are already secured.

Ms. Burns answered that the other items in the budget have been secured and expended.

She stated that some are also in-kind.

Councilmember Perkins stated that the board should get a list of whatever meets the

measure of sustainability and mitigates the cost.

Ms. Burns said either herself or Mr. Archer will follow up with the Board through the

Chamber.

Councilmember Perkins stated that if it is the hardware that is sustainable, it would save

money and allow us to brag about having a quality project.

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Ms. Arce asked what kind of fiscal oversight is in place to ensure that the funds are being

used appropriately.

Ms. Burns stated that before disbursements are made, it is ensured that all the expenses

reported are accounted for through backup documentation, receipts, cancelled checks and things

of that nature before a disbursement is made. It is also ensures that items Harlem CDC will pay for

will be paid or have outstanding invoices.

Ms. Arce asked if there are any constraints on any funds and how they are used.

Ms. Jackson stated that the items that are marked as HCDC funds and they are

reimbursements and not paid up-front.

Mr. Archer asked if all board members have seen the application and if they have not, he

would be happy to forward it.

The Chair asked if Archer will also email the answer to the sustainability question which

may also speak to the fiscal oversight. She suggested attaching the application to that email.

Ms. Batista asked if Harlem CDC ever had a problem with the Chamber in the years they’ve

been funded.

Mr. Archer said no.

Ms. Batista said she has no problem with them.

There being no further questions or comments, upon motion duly made and seconded, the

following request to make a grant of up to $125,000 to the Greater Chamber of Commerce for the

Harlem/Havana Music and Cultural Festival was approved.

Community and Economic Revitalization Support Program – Authorization to Make a Grant of up to One Hundred Twenty Five Thousand Dollars ($125,000) to The Greater Harlem Chamber of Commerce for the Harlem/Havana Music and Cultural Festival; Authorization to Take Related Actions. ___________________________________________________________________

RESOLVED, that based upon the materials presented to this meeting (the “Materials”), a copy of which is ordered filed with the corporate records, the Corporation be authorized to make a grant of up to $125,000 (One Hundred Twenty Five Thousand Dollars) (the “Grant”) from the Community and Economic Revitalization Support Program to The Greater Harlem Chamber of Commerce for the purposes, and substantially on the terms and conditions, set forth in the

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Materials, and that the President or the President’s designee(s) is authorized to execute such agreements as are required with such changes as the President or her designee(s) may deem appropriate; and be it further

RESOLVED, that the President or the President’s designee(s) be, and each of them hereby is, authorized to take such actions or to execute on behalf of the Corporation such documents as he or she may deem necessary or appropriate in connection with the foregoing resolutions.

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Next, Mr. Archer advised the directors that the President’s report was in their packages and

covered June 16, 2017 to August 25, 2017. Mr. Archer stated that he has received inquiries about

Mart 125, which is a space not controlled by HCDC but by the City. He stated that they will have a

tenant, Spaceworks, a group similar to WeWork.

Councilmember Perkins asked who they are and Mr. Archer said he did not know because

they are not a local group.

The Chair asked if they will be using the entire space and Mr. Archer said they will occupy

the lower portion.

A short discussion ensued regarding Spaceworks and Mart 125. Ms. Arce asked if it’s an

HCDC project and Mr. Archer said no.

The Chair asked everyone to take a list of the business seminars. She congratulated

Harlem CDC on the content of the workshops and encouraged the board to take the opportunity to

attend.

Mr. Archer added that HCDC could take the workshops to other locations within the area if

the need arises.

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There being no further business, upon motion duly made and seconded, the Harlem CDC’s

Board of Directors meeting was adjourned at 10:44 A.M.

Respectfully Submitted by,

Rose Jeffrey Corporate Secretary

FOR CONSIDERATION

March 16, 2018 TO: The Directors FROM: Curtis L. Archer, President SUBJECT: Harlem Community Development Corporation

FY 2018-19 Budgets REQUEST FOR: Harlem Community Development Corporation ("Harlem CDC" or the

"Corporation") - Approval of Harlem CDC's Fiscal Year (“FY”) 2018-19 (April 1, 2018 - March 31, 2019) Operating Budget; Approval of Weatherization Division Budget; and Authorization to Take Related Actions

I. Requested Action

New York State Finance Law requires that prior to the commencement on April

1 of each new fiscal year, the Directors of Harlem Community Development

Corporation (“Harlem CDC” or the “Corporation”) adopt an annual operating and

Weatherization Division budget. It is requested that the directors (the "Directors") of

Harlem CDC approve Harlem CDC's FY 2018-19 Operating Budget ("Operating

Budget") and the FY 2018-19 Weatherization Division Budget ("Weatherization

Budget"). II. Background

The Harlem Community Development Corporation was created by the

Legislature in 1995 as a subsidiary of the New York State Urban Development Corporation, d/b/a Empire State Development ("ESD"), to formulate and implement a comprehensive development program, promote effective community participation and foster economic growth and community revitalization in the greater Harlem community. Its goal in this regard is to attract new businesses, retain and grow existing businesses, provide access to homeownership opportunities, create employment opportunities and improve the quality of life and the environment in partnership with Upper Manhattan residents, business and property owners and other agencies.

Harlem CDC also seeks to empower local Harlem businesses and

entrepreneurs so that they can more fully participate in new and ongoing business

opportunities.

Ill. HCDC FY 2018-19 Operating Budget Summary

Pursuant to State Finance Law, Harlem CDC's annual budget must be

approved by its Board of Directors. A copy of Harlem CDC's proposed FY 2018-

19 Operating Budget is included as Attachment A. The Operating Budget

proposes a total of $1,132,970 in personal services (salaries and fringe benefits

for nine employees) and a total of $236,000 in non-personal services (primarily

insurance, professional fees, office expenses and other administrative costs).

The total of all personal service and non-personal service amounts for the

Operating Budget is $1,368,970. Consistent with previous years, the Operating

Budget will be advanced with ESD corporate funds.

Harlem CDC will use the budgeted amounts to:

Provide one-on-one housing counseling to home owners who are seeking mortgage modifications and advice on avoiding foreclosure, and to renters who are seeking to become home owners.

Work with I Love NY and local stakeholders to plan and implement marketing and promotion initiatives to enhance tourism in Upper Manhattan as a component of economic development.

Provide Intake and counseling while coordinating with ESD on Minority and Women's Business Enterprise certification.

Provide additional financial resources to small business loan programs that

serve businesses and entrepreneurs in Harlem CDC's catchment area.

Plan and present, in partnership with the Small Business Administration, lending institutions and other community revitalization partners, workshops and forums that will assist small businesses and entrepreneurs located within Harlem CDC's catchment area.

Explore options for community and economic development initiatives in communities in the Greater Harlem community.

Facilitate, job readiness training and work skills enhancement for local residents.

Present, in partnership with lending institutions and other community

revitalization partners, home buyer and financial literacy seminars and

workshops.

Promote participation, and wherever possible ownership, by Harlem-based organizations, in projects that receive financial assistance from New York State.

Provide technical assistance and co-sponsorship, where appropriate, to

Business Improvement Districts, Local Development Corporations and related

entities within Harlem CDC's catchment area to advance new economic

development initiatives.

IV. HCDC FY 2018-19 Weatherization Budget Summary

The Weatherization Assistance Program ("WAP") is funded by the US

Department of Energy and the US Department of Health and Human Services

through the NYS Homes and Community Renewal ("HCR"). A copy of the proposed

FY 2018-19 Weatherization Division Budget is included as Attachment B. The

Budget proposes a total of $587,259 in personal services (salaries and fringe

benefits for seven employees) and a total of $429,381 in non-personal services. The

Weatherization Division was allocated a total of $946,640 from HCR. Staff proposes

to supplement that amount with an additional $70,000.00 from weatherization’s

Construction and Management Fees, (primarily for program management expenses,

staff development and other administrative expenses). The total of all personal

service and non-personal service amounts for the FY 2018-19 Weatherization Budget

is $1,016,640.

The Weatherization Division will continue to maximize the benefits

available through WAP to promote the health and safety and well-being of low-

income residents of multi-family rental and co-operative buildings and:

Complete and issue RFP's for contracting weatherization work to be

performed in all buildings in the WAP pipeline.

Complete work-scopes and award contracts to ensure completion of all

assigned units.

Complete all work and get HCR certification on all units for the contract year.

Continue to provide staff with training to ensure contract renewal and

progress towards becoming a self-auditing weatherization agency.

V. Recommendation

It is recommended that the Directors approve the Harlem CDC FY 2018-19

Operating Budget and that the Directors approve the Harlem CDC FY 2018-19

Weatherization Division Budget.

VI. Attachments Resolution Attachment A-Harlem CDC’s FY 2018-19 Operating Budget Attachment B-Harlem CDC’s FY 2018-19 Weatherization Division Budget

March 16, 2018

Harlem Community Development Corporation ("Harlem CDC") - Approval of Harlem CDC's Fiscal Year 2018-19 Operating Budget; Authorization to Take Related Actions

RESOLVED, that based upon the materials presented at this meeting (the

'Materials"), a copy of which is ordered filed with the records of the Corporation,

the Board of Directors of the Corporation does hereby authorize, approve and

adopt the Harlem Community Development Corporation's FY 2018-19 Operating

Budget, substantially in the form set forth in the materials and subject to the

availability of funds; and be it further

RESOLVED, that the President of the Corporation and/or President's designee(s)

be, and each of them, hereby is authorized and directed to take all actions and

execute all documents in connection with the establishment and implementation of

the Corporation's FY 2018-19 Operating Budget; and be it further

RESOLVED, that the President of the Corporation and/or the President's

designee(s), and each of them, hereby is authorized and directed to

execute and deliver all documents and to take all related actions as each

of them deems necessary or appropriate to effectuate the forgoing.

******

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March 16, 2018

Harlem Community Development Corporation ("Harlem CDC") - Approval of

Harlem CDC's Fiscal Year 2018-19 Weatherization Division Budget;

Authorization to Take Related Actions

RESOLVED, that based upon the materials presented at this meeting (the

'Materials"), a copy of which is ordered filed with the records of the Corporation,

the Board of Directors of the Corporation does hereby authorize, approve and

adopt the Harlem Community Development Corporation's FY 2018-19

Weatherization Budget, substantially in the form set forth in the materials and

subject to the availability of funds; and be it further

RESOLVED, that the President of the Corporation and/or President's

designee(s) be, and each of them, hereby is authorized and directed to take

all actions and execute all documents in connection with the establishment

and implementation of the Weatherization Division's FY 2018-19 Budget; and

be it further

RESOLVED, that the President of the Corporation and/or the President's

designee(s), and each of them, hereby is authorized and directed to

execute and deliver all documents and to take all related actions as

each of them deems necessary or appropriate to effectuate the forgoing.

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