Troy Capital Resource Corporation

Chairman Troy Kevin O’Bryan Capital Resource Corporation Vice-Chair Steve Bouchey BOARD OF DIRECTORS MEETING Executive Director June 17, 2016 10:00 a.m. Monica Kurzejeski Planning Department Conference Board Members Room Hon. Dean Bodnar City Hall Mr. Paul Carroll Hon. Robert Doherty Louis Anthony AGENDA Adam Hotaling Tina Urzan Susan Farrell I. Approval of minutes from May 20, 2016 meetings. II. PARIS report III. Financials IV. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  City of Troy Capital Resource Corporation May 20, 2016 10:00 AM Meeting Minutes Present: Kevin O’Bryan, Hon. Robert Doherty, Susan Farrell, Hon. Dean Bodnar, Tina Urzan, Paul Carroll and Lou Anthony Absent: Adam Hotaling Also in attendance: Ken Crowe, Derek Foster, Michael Uccellini, Tom Uccellini, Tim Haskins, Jeff Pfeil, Deanne Pfeil, Mary Ellen Flores, James Lozano, Deanne DalPos, Angelo Grasso, Erica Grasso, Justin Miller and Denee Zeigler The CRC was convened at 10:50 a.m. I. Minutes The board reviewed the minutes from January 15, 2016, March 11, 2016 and April 22, 2016. Tina Urzan made a motion to approve the minutes from January 15, 2016, March 11, 2016 and April 22, 2016. Paul Carroll seconded the motion, motion carried. II. Authorizing Resolution - City Financial Consultant Funding Agreement The chairman advised that the resolution in front of them finalizes an item we discussed and approved in a previous meeting. He advised that the board agreed to grant $100,000 to the City of Troy for financial consultant services. (See attached Authorizing Resolution 05/16 #1) Tina Urzan made a motion to approve the Authorizing Resolution for $100,000 to be used for financial consultant services. Paul Carroll seconded the motion, motion carried. II. Financials Mr. Lozano advised the boards that there was very little change from last month. He noted $523,000 in assets. He advised no liabilities. Mr. Lozano advised there is also very little to discuss on the profit and loss sheet. The board asked if we will show the approval of the financial service agreement. Mr. Lozano advised that it will show on the next month’s financials. III. Adjournment The Chairman asked if there was any other business before they adjourn the CRC meeting. Tina Urzan made a motion to adjourn the CRC meeting. Paul Carroll seconded the motion, motion carried. The CRC meeting was adjourned at 10:53 a.m.  AUTHORIZING RESOLUTION (City Financial Consultant Funding Agreement) A regular meeting of the City of Troy Capital Resource Corporation was convened on May 20, 2016, at 10:30 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 05/16 #1 RESOLUTION OF THE CITY OF TROY CAPITAL RESOURCE CORPORATION AUTHORIZING (i) THE ISSUANCE OF A $100,000 GRANT TO THE CITY OF TROY FOR A FINANCIAL CONSULTANT PROJECT (AS DEFINED HEREIN) AND (ii) THE EXECUTION AND DELIVERY OF A GRANT AGREEMENT AND RELATED DOCUMENTS. WHEREAS, pursuant to Sections 402 and 1411 of the Not-For-Profit Corporation Law (“N-PCL”) of the State of New York, the City of Troy Capital Resource Corporation (“CRC”) was established as a domestic, not-for-profit local development corporation pursuant to a Certificate of Incorporation filed on November 20, 2009 (the “Certificate”) to undertake certain charitable and public purposes, among other things, including relieving and reducing unemployment, promoting and providing for additional and maximum employment, bettering and maintaining job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, carrying on scientific research for the purpose of aiding the City of Troy, New York (the “City”) by attracting new industry to the City or by encouraging the development of, or retention of, an industry in the City, and lessening the burdens of government and acting in the public interest; and WHEREAS, pursuant to the N-PCL and the Certificate, the CRC has established a Community and Economic Development funding program (the “CRC Program”) whereby the CRC provides funding to certain projects, programs and organizations to undertake community and economic development programs within the City; and WHEREAS, in furtherance of the public health, safety and welfare of the City and its residents, the City proposes to engage a financial consultant to assist the City with financial and budgetary constraints and issues (collectively, the “Project”), such Project being more particularly described within the proposal attached hereto as Exhibit A; and WHEREAS, in furtherance of the City’s desire to undertake the Project, which will enhance the City’s financial condition and facilitate continued economic development within the City, the City has requested funding assistance from CRC in the amount of $100,000.00 (the “Grant”), the provision of such Grant being consistent with the N-PCL and the Certificate; and WHEREAS, the CRC desires to authorize the Grant and execution of related Grant Agreement.  NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE CITY OF TROY CAPITAL RESOURCE CORPORATION AS FOLLOWS: Section 1. The Corporation hereby authorizes the provision of the Grant to the City in furtherance of the Project. The Chairman, Vice Chairman and/or the Chief Executive Officer of the Corporation are hereby authorized, on behalf of the Corporation, to execute and deliver a Grant Agreement, along with related documents (collectively, the “Documents”), in such form as prepared and approved by counsel to the Corporation and as approved by the Chairman, Vice Chairman and/or the Chief Executive Officer. Section 2. The Secretary or Assistant Secretary of the Corporation are hereby authorized, where appropriate, to affix the seal of the Corporation to the Documents and to attest the same, all with such changes, variations, omissions and insertions as the Chairman, Vice Chairman and/or Chief Executive Officer of the Corporation shall approve, and the execution thereof by the Chairman, Vice Chairman and/or Chief Executive Officer of the Corporation to constitute conclusive evidence of such approval. Section 3. The officers, employees and agents of the Corporation are hereby authorized and directed for and in the name and on behalf of the Corporation to do all acts and things required and to execute and deliver all such checks, certificates, instruments and documents, to pay all such fees, charges and expenses and to do all such further acts and things as may be necessary or, in the opinion of the officer, employee or agent acting, desirable and proper to effect the purposes of the foregoing resolutions and to cause compliance by the Corporation with all of the terms, covenants and provisions of the documents executed for and on behalf of the Corporation. Section 4. These Resolutions shall take effect immediately. The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows: Aye Nay Abstain Absent Kevin O’Bryan X Dean Bodnar X Robert Doherty X Steve Bouchey X Louis Anthony X Paul Carroll X Adam Hotaling X Tina Urzan X Susan Farrell X The Resolution was thereupon duly adopted. 2