MASSACHUSETTS DEVELOPMENT FINANCE AGENCY
Meeting of the Board of Directors
Thursday, October 9, 2014
10:00 a.m.
M I N U T E S
DIRECTORS PRESENT: Gregory Bialecki, Secretary of Housing & Economic Development
Gerald Cohen, Vice Chair
David Abromowitz
Jay Hurley
Lori Hindle, Designee for Secretary of Administration & Finance
Keon Holmes
Richard Kronish
April Anderson Lamoureux
Patricia McGovern
DIRECTORS ABSENT: Dennis Kanin
Jeffrey Porter
Agency Staff: Marty Jones, President & CEO
Simon Gerlin, Chief Financial Officer
Patricia DeAngelis, General Counsel
Richard Henderson, EVP, Real Estate
Laura Canter, EVP, Finance Programs
George Ramirez, EVP, Devens Operations
Meg Delorier, Chief of Staff
Teresa Patten, Board Secretary
Victoria Stratton, Recording Secretary
David Bancroft
Joy Conway
Zach Greene
Tania Hartford
Anne Haynes
RJ McGrail
Michael Miller
Leigh Natola
Natalie Perry
Lee Smith
Mark Sternman
Jon Weaver
Ariel Woodard-Stephens, Intern, Legal Dept.
Guests: None
Meetings of the Board of Directors of Massachusetts Development Finance Agency (“MassDevelopment” or the “Agency”) and MassDevelopment/Saltonstall Building Redevelopment Corporation (“M/SBRC”) were held Thursday, October 9, 2014, at MassDevelopment’s offices, 33 Andrews Parkway, Devens, Massachusetts, pursuant to notices duly given.
The Vice Chair welcomed everyone and, noting the presence of a quorum, he called the meetings to order at 10:02 a.m. He asked any guests present to introduce themselves and there were none.
[Secretary’s Note: All matters below are matters that are before the MassDevelopment Board except those specifically indicated as being before the M/SBRC Board.]
Minutes
1. VOICE VOTE – Approval of Minutes (September 11, 2014)
The Vice Chair asked if there were any questions or comments on the Minutes in Tab1 of the Board materials, and there were none. He asked for a vote to approve the Minutes of the Open Session of the September 11, 2014 Board Meeting and, upon motion duly made and seconded, it was
VOICE VOTED: That the Board of Directors of MassDevelopment approves the Minutes of the Open Session of the September 11, 2014 Board Meeting.
2. VOICE VOTE – Approval of Executive Session Minutes (September 11, 2014)
The Board Secretary advised that the matters therein are not completed matters and that any comments regarding the Executive Session Minutes must be reserved for Executive Session. The Vice Chair asked if there were any questions or comments on the Executive Session Minutes in Tab2 of the Board materials, and there were none. He asked for a vote to approve the Minutes of the Executive Session of the September 11, 2014 Board Meeting and, upon motion duly made and seconded, it was
VOICE VOTED: That the Board of Directors of MassDevelopment approves the Executive Session Minutes of the September 11, 2014 Board Meeting.
Strategic Planning
3. MassDevelopment FY2015 Strategic Themes and Business Plan Goals. For information purposes only, the Agency’s Strategic Themes and Business Plan Goals is attached and part of the minutes of this meeting.
4. Defense Sector Businesses and Installations – Discussion of Agency Role. Discussion of this matter is postponed until the November Board meeting.
Communications
5. Media Report (September 2014). For information purposes only, the Selected Press Clips, Media Report, and Web Statistics for the previous month are attached and part of the minutes of this meeting. No discussion of these items took place.
Bond Transactions
6. Bond Detail Memorandum. Ms. Canter noted two changes from the October Board book materials, as follows: the resolution for the bond issuance for CIL Realty of Massachusetts Incorporated (Tab 8) has been revised to reflect the correct number of residential units; the resolution for the bond issuance for Mandella Preservation LLC (Tab 15) has been revised to incorporate certain changes to accommodate the bank structure and MassDevelopment’s documentation standards.
7. Delegated Authority Report regarding Official Action (“OA”) Approvals. For information purposes only, the Delegated Authority Report regarding OA Approvals is attached and part of the minutes of this meeting. No discussion of the Report took place.
The Vice Chair then asked if there were any recusals on the upcoming bond votes, and there were none. He advised that the Board would vote on the approvals and findings for the matters in Tabs 8 - 20, to be considered following the opportunity for discussion, pursuant to Section 8 of Chapter 23G of the General Laws, as amended.
Bonds: Official Action Approvals
Official Action Projects without Volume Cap Request
8. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of CIL Realty of Massachusetts Incorporated in several cities and towns in central and western Massachusetts, for the issuance of Tax-Exempt 501(c)(3) Bonds to finance such project in an amount not to exceed $19,500,000.
9. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of Care Dimensions, Inc. in Waltham and Lincoln, Massachusetts, for the issuance of 501(c)(3) Tax-Exempt Bonds to finance such project in an amount not to exceed $16,500,000.
10. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of Bay Cove Human Services, Inc. and Kit Clark Senior Services, Inc. in Boston and Middleborough, Massachusetts, for the issuance of 501(c)(3) Tax-Exempt Bonds to finance such project in an amount not to exceed $5,525,000.
Official Action Projects with Volume Cap Request
11. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of Madison Williams LLC in Boston, Massachusetts, for the issuance of Tax-Exempt Bonds to finance such project in an amount not to exceed $9,400,000.
12. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of North Shore Community Development Coalition, Inc. (Congress and Dow Streets) in Salem, Massachusetts, for the issuance of Tax-Exempt Bonds to finance such project in an amount not to exceed $5,500,000.
13. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of North Shore Community Development Coalition, Inc. (Harbor and Lafayette Streets) in Salem, Massachusetts, for the issuance of Tax-Exempt Bonds to finance such project in an amount not to exceed $2,650,000.
Bonds: Final Approvals
Final Approval Projects without Volume Cap Request
14. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of the Codman Academy Foundation, Inc. in Boston, Massachusetts, for the issuance of 501(c)(3) Tax-Exempt Bonds to finance such project in an amount not to exceed $8,400,000.
Final Approval Projects with Volume Cap Request
15. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of the Mandela Preservation LLC in Boston, Massachusetts, for the issuance of Tax-Exempt Bonds to finance such project in an amount not to exceed $33,000,000.
16. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of UW4 Limited Partnership in Boston, Massachusetts, for the issuance of Tax-Exempt Bonds to finance such project in an amount not to exceed $7,700,000.
17. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of Caritas Project Place Cortes LLC in Boston, Massachusetts, for the issuance of Tax-Exempt Bonds to finance such project in an amount not to exceed $7,000,000.
Low Income Housing Tax Credits (“LIHTC”) Bond Issuer Tax Code Findings
18. Upon motion duly made and seconded, it was
VOTED: That the Board approves and adopts the resolution attached and part of these minutes regarding:
a project of Mandela Preservation LLC in Boston, Massachusetts, making findings regarding and for providing assistance for an annual allocation by DHCD of federal LIHTCs.
19. Upon motion duly made and seconded, it was
VOTED: That the Board approves and adopts the resolution attached and part of these minutes regarding:
a project of UW4 Limited Partnership in Boston, Massachusetts, making findings regarding and for providing assistance for an annual allocation by DHCD of federal LIHTCs.
20. Upon motion duly made and seconded, it was
VOTED: That the Board approves and adopts the resolution attached and part of these minutes regarding:
a project of Caritas Project Place Cortes LLC in Boston, Massachusetts, making findings regarding and for providing assistance for an annual allocation by DHCD of federal LIHTCs.
Standing Board Committee Reports
Manufacturing & Defense Sectors Committee
The Manufacturing & Defense Sectors Committee met on Tuesday, October 7, 2014. It was noted there was no quorum present at the meeting, so no votes for recommendation to the Board were taken.
21. Minutes of Prior Meeting. For information purposes only, the minutes of the September 9, 2014 Manufacturing & Defense Sectors Committee meeting are attached and part of the minutes of this meeting. No discussion of the minutes took place.
22. VOTE – AMP it up! Grants – Approval of Third Round
Ms. Jones explained this request for approval to authorize a solicitation for the third round of AMP it up! grants aimed at students and young adults to promote advanced manufacturing as an attractive career path. She advised that the Agency has awarded 21 grants in the first two rounds totaling just over $200,000. The Vice Chair asked for a vote and, upon motion duly made and seconded, it was unanimously
VOTED: That the Board of Directors of MassDevelopment authorizes a solicitation for the third round of AMP it up! grants, as outlined in the memorandum and vote dated October 9, 2014, attached and part of the minutes of this meeting.
Walk-in. VOTE – Joint Base Cape Cod (“JBCC”) – Road Construction Contract
Ms. Jones explained this request for delegation of approval to award a contract resulting from a Request for Proposals (“RFP”) process for the repair/repaving of a portion of Connery Avenue, the main entrance roadway for JBCC. The Vice Chair asked for a vote and, upon motion duly made and seconded, it was unanimously
VOTED: That the Board of Directors of MassDevelopment delegates authority to the President and CEO to award a contract for the repair/repaving of Connery Avenue at JBCC, as outlined in the memorandum and vote dated October 9, 2014, attached and part of the minutes of this meeting.
[Secretary’s Note: The Chair arrived at the meeting during the above discussion at 10:09 a.m.; Ms. Lamoureux arrived at the meeting at 10:10 a.m.]
Origination & Credit Committee
The Vice Chair advised that the Origination & Credit Committee met on Tuesday, October 7, 2014, at which the minutes of its prior meeting were discussed, as well as the Delegated Authority Report and the votes before the Board today.
23. Minutes of Prior Meeting. For information purposes only, the minutes of the September 9, 2014 Origination & Credit Committee meeting are attached and part of the minutes of this meeting. No discussion of the minutes took place.
24. VOTE – MassDevelopment/HEFA Trust Strategy
Ms. Canter called attention to the Vote provided today, as recommended by the Origination & Credit Committee, to more aggressively make loans and guarantees out of the MassDevelopment/HEFA Trust. She explained this request to recommend to the Trust’s Trustees to increase from $250,000 to $500,000 the Trust allocation for the annual grants to Community Health Centers with an increased maximum grant of $50,000 instead of $25,000. The Chair asked for a vote and, upon motion duly made and seconded, it was unanimously
VOTED: That the Board of Directors of MassDevelopment recommends to the Trustees of the MassDevelopment/HEFA Trust that they increase to $500,000 the allocation for annual grants to Community Health Centers, subject to the terms of the memorandum and vote dated October 9, 2014, attached and part of the minutes of this meeting.
Lending
25. Delegated Authority Report for Loan Approvals (August 2014). For information purposes only, the Delegated Authority Report regarding Loans is attached and part of the minutes of this meeting. No discussion of the Report took place.
26. VOTES – Manufacturing Capital Loan Guarantee Program and Real Estate Improvement Loan Program (General Fund) – Program Revisions
Ms. Canter noted that the Origination & Credit Committee recommended separating the vote on this matter into individual requests, and she referred to the two votes provided today. She described the request to modify the Real Estate Improvement Loan Program, noting, among other revisions, an increase from $500,000 to $1,000,000 for maximum loan amount per project and the inclusion of anticipated rent from potential tenants in the loan debt service coverage calculation. Noting its focus on Gateway Cities, Ms. Canter advised that with these changes this program will likely become a more useful tool in connection with the Transformative Development Initiative. Mr. Kronish objected to the absence of a requirement for personal loan guarantees; he felt the program is too risky without them. He also disagreed with the inclusion of rents from potential tenants in debt service coverage. He indicated he would oppose this vote. Mr. Hurley indicated he was abstaining from this vote. The Chair asked for a vote and, upon motion duly made and seconded, noting Mr. Hurley’s abstention and Mr. Kronish’s vote in opposition, it was
VOTED: By all members present, except Mr. Kronish who voted in opposition and Mr.Hurley who abstained, that the Board of Directors of MassDevelopment approves the modifications of the Real Estate Improvement Loan Program, subject to the terms of the memorandum and revised vote dated October 9, 2014, attached and part of the minutes of this meeting.