Troy Industrial Development Authority

Board Members Chair Josh Chiappone Justin Nadeau Susan Farrell Vice Chair Elbert Watson Hon. Anasha Cummings Hon. Jim Gulli Stephanie Fitch Executive Director Latasha Gardner Steven Strichman BOARD OF DIRECTORS MEETING MAY 14, 2021 10:00 a.m. Link to Join Zoom Meeting Meeting ID: 984 8854 1732 Passcode: 268793 I. Approval of Minutes from the April 16, 2021 meeting II. Preservation Bond  Application to CRC  Form of Bond  Bond Resolution III. Executive Director’s Report IV. Old Business V. New Business VI. Financials VII. Adjournment City Hall – 433 River Street, Suite 5001, Troy, New York 12180 Phone: 518.279.7166  April 16, 2021 10:00 AM IDA Board Meeting This meeting was held via Zoom Meeting Present: Justin Nadeau, Susan Farrell, Elbert Watson, Stephanie Fitch, Hon. Jim Gulli, Hon. Anasha Cummings, Josh Chiappone and Latasha Gardner. Absent: Also in attendance: Steven Strichman, Justin Miller Esq., Mary Ellen Flores, Amy Lavine, D Deanna Dal Pos and Denee Zeigler. Mr. Strichman noted that this meeting is being held via conference call and online due to the Governor’s Executive Order No. 202.1. I. Minutes R T The board reviewed the minutes from March 26, 2021. Mr. Cummings noted that AF he was present for the meeting and Mr. Gulli was not; they appeared to have gotten reversed in the minutes. Mr. Strichman advised their attendance would be corrected in the minutes. Stephanie Fitch made a motion to approve the minutes of the March 26, 2021 regular board meeting. Elbert Watson seconded the motion. II. Executive Directors Report Projects in Process – Mr. Strichman noted that he has been in discussion with the open projects and they continue to move forward; City Station North, DeFazio’s, 669 River Street and Riverwalk. PARIS Review Committee Report - Mr. Strichman advised that the committee to review the employment reports that were submitted by the projects as part of the PARIS report met and came up with some recommendations. He advised the committee analyzed the businesses and identified some issues that they would like to get more information on. No action will be taken at this time. 1  Governance Committee – Mr. Strichman advised the by-laws of the Governance Committee were sent around last month for review. This committee is currently is of the whole and includes the whole board. He advised there are some items that could use some review and updating. Mr. Strichman explained he would like to have this committee be a smaller group; at least three board members. He asked board members to reach out to him to let him know if they would like to be on the committee. Mr. Miller advised that we can set it up today if the board is ready to vote. Mr. Strichman advised he currently has Stephanie Fitch, Susan Farrell and Elbert Watson for the committee. Hon. Anasha Cummings made a motion to approve the amendment to the annual resolution to list Stephanie Fitch, Susan Farrell and Elbert Watson as the Governance Committee members. Josh Chiappone seconded the motion. III. New Business Mr. Cummings asked about updates about the IDA changes that were submitted at the state level. Mr. Strichman advised it is moving forward and is related to the CRC RPI bond being discussed in the next meeting. Mr. Miller explained that at the CRC meeting we will be talking about the refunding of a bond issuance with RPI. He provided some D background on the legislation that stated, up until 2012, IDAs has a dissolution provision within their enabling statute that said if all bonds and notes are paid off you are dissolved and all assets would become assets of the city. He also noted that the Troy CRC came R into existence to offer civic bonds, which were previously done through IDAs. Mr. Miller explained that over time the dissolution clause became problematic for IDAs who did a lot of PILOT business, but not many bonds. He advised that the issue was corrected in 2012 as part of a clean-up of IDAs under the general municipal law; our IDA and one T other are under the public authority law. Mr. Miller explained that we were not included with this new legislation as well as a retail restriction that was placed on IDAs in 2013. AF He advised that we have been operating within the limits with the knowledge that it could affect us at some point in the near future. Mr. Miller noted that the updated agreement was adopted through council earlier this year and it is now being reviewed at the state level. He advised that the RPI refinance may occur before the updated legislation occurs and explained that we may have to set up a preservation bond in order to remain active. Mr. Miller noted that the IDA will borrow money from the CRC which will be issued in the form of a bond. He advised this outstanding bond can be for a minimal amount that will carry us through to the legislation process which many end in May or June. IV. Financials Ms. Flores presented the statement of financial position to the board. She advised that as of March 31, 2021, the total assets stand at $663,704 with $259,769 in cash. The liabilities stand at $233,113 leaving a fund balance of $430,591. Ms. Flores pointed out no real changes to the statement of financial position. Mr. Watson asked about the receivables. Ms. Flores noted they are the PILOTs due to the city. Mr. Watson noted it was high last month. Ms. Flores noted that it is slightly lower and there were some outstanding payments. She added that a couple payments were received in the meantime. Mr. Watson asked if we contact them when they get past a certain point. Ms. Flores advises yes, she shares the aging report with Steve who makes the phone 2  calls. Mr. Miller asked if the 5% was also being added to late PILOTs. Ms. Flores advised yes. Mr. Nadeau asked if a portion of the fees could be waived as incentive to make the payments timely. Mr. Miller advised not usually because it is written into the language of the agreement. Ms. Flores presented the statement of activity for March and explained there is a deficit of $8,881. The largest expense was in accounting for the audit. Mr. Nadeau asked if the aging report can be circulated to the board members. Hon. Jim Gulli made a motion to approve the financials as presented. Susan Farrell seconded the motion, motion carried. V. Adjournment With no additional business to discuss, the regular board meeting was adjourned at 10:30 a.m. Stephanie Fitch made a motion to adjourn the IDA meeting at 10:30 a.m. Hon. Jim Gulli seconded the motion, motion carried. D R T AF 3  CITY OF TROY CAPITAL RESOURCE CORPORATION Application for Financial Assistance City of Troy Capital Resource Corporation 433 River Street, Suite 5001, Troy, New York 12180  CITY OF TROY CAPITAL RESOURCE CORPORATION APPLICATION INSTRUCTIONS  Fill in all blanks, using “none”, “not applicable” or “N/A” where the question is not appropriate to the Project, which is the subject of this Application (the “Project”). If you have any questions about this application, please call the City of Troy Capital Resource Corporation (the “CTCRC”), c/o City of Troy Planning Office, Attn: Commissioner of Planning at (518) 279-7166.  If an estimate is given as the answer to a question, put “(est.)” after the figure or answer, which is estimated.  If more space is needed to answer any specific question, attach a separate sheet.  When completed, return this application by mail or fax to the CTCRC at the address indicated on the cover page of this Application. A signed application may also be submitted electronically in PDF format to 6WHYHQ6WULFKPDQ at (VWHYHQVWULFKPDQ@troyny.gov), however the application will not be consideredby the CTCRC until the application fee has been received.  The CTCRC will not give final approval for this Application until the CTCRC receives a completed NYS Full Environmental Assessment Form concerning the Project, which is the subject of this Application.  Please note that Article 6 of the Public Officers Law declares that all records in the possession of the CTCRC (with certain limited exceptions) are open to public inspection and copying. If the Applicant feels that there are elements of the Project which are in the nature of trade secrets which, if disclosed to the public or otherwise widely disseminated, would cause substantial injury to the Applicant’s competitive position, this Applicant may identify such elements in writing and request that such elements be kept confidential in accordance with Article 6 of the Public Officers Law.  The Applicant will be required to pay the CTCRC Application fee and, if accepted as a project of the CTCRC, all administrative fees as stated below, as well as general counsel and bond counsel legal fees of the CTCRC.  A complete application consists of the following: $ The Application % Attachment II A – Preliminary or Existing Plans and Sketches & Attachment IIO -- Financial Information ' Attachment IIP – NYS Full Environmental Assessment Form ( A check payable to the CTCRC in the amount of $2,500.00 ) An additional check payable to the CTCRC in the amount of $250.00 for Economic Development Loan Fund Assistance (if requested). Page 2  CITY OF TROY CAPITAL RESOURCE CORPORATION APPLICATION Please answer all questions by filling in the blanks. Use attachments as necessary. I. APPLICANT INFORMATION 5/5/21 DATE: __________ Organization Name: Troy Industrial Development Authority Mailing Address: 433 River Street, Suite 5001 City: Troy State: NY Zip: 12180 Phone: 518-279-7166 Fax: Contact Person: Steven Strichman Email Address: Steven.Strichman@troyny.gov FED ID Number: 52-1286295 A. Board Chair, CEO and CFO Name Title Business Address Phone Email Justin Nadeau Chair 50 Beaver St. Albany NY 518-923-5204 jnadeau@pursuitlending.com Steven Strichman Exec. Director 433 River St. Troy NY 518-279-7166 steven.strichman@troyny.gov B. Applicant’s Counsel Name: Justin Miller, Esq. Firm: Harris Beach, PLLC Mailing Address 677 Broadway, Suite 1101 State: Zip: City: Albany NY 12207 Page 3  Fax: Phone: 518-701-2710 C. Applicant’s Accountant Name: Mary Ellen Flores Firm: BST & Co. CPAs, LLP - CFO for Hire Mailing Address 26 Computer Drive West City: Albany State: NY Zip: 12205 Phone: 518-690-0621 Fax: II. PROJECT INFORMATION A. Describe the proposed acquisitions, construction or reconstruction, including buildings, site improvements and equipment. Also, indicate square feet by usage (e.g., office, classrooms), and type of construction. Attach a copy of preliminary plans or sketches, and/or floor plan of existing facility. A proposed loan in the maximum amount of $10,000 from the Troy CRC to the Troy IDA to be secured by the IDA’s issuance of its Revenue Bond (Preservation Bond), Series 2021 in the maximum principal amount of $10,000. B. Location of Project, including city, town or village within which it is located. Attach a map showing location of project: City of Troy, NY C. Utilities on Site: Water: Yes No Electric: Yes No Gas: Yes No Sanitary/Storm Sewer: Yes No D. Owner of the Project (land, building, improvements and/or personal property) N/A If other than Applicant, by what means will the applicant utilize the facility: N/A E. Zoning of Project Site: Current Zoning: Proposed Zoning: Page 4 F. Are any local land use approvals required: Yes No If Yes, describe: G. Principal use of Project upon completion: Bond will assure continued existence of the authority until NYS amends Troy IDA enabling legislation. H. Estimated Project Costs. Give an accurate estimate of the following costs: Land: Building Construction: Site Work: Legal Fees: (other than Company’s Attorneys) Engineering Fees: Financial Charges: Machinery & Equipment: CTCRC Fee: Other (Specify): 10,000 Loan Estimated Total Cost: If your proposed financing involves refinancing of existing tax exempt debt, please attach original Closing Memorandum, POS, or OS and summary status of bond repayment schedule, along with original Form 8038 and Bond Counsel Opinion Letter(s). I. 0 Estimate value of Tax Exempt Bonds that Applicant is requesting CTCRC issue: $_____________ J. The CTCRC maintains an Economic Development Loan Fund (the “EDLF”) which provides funding to assist in the establishment, relocation and expansion of business activity within the City of Troy, create employment opportunities in the Village and preserve and expand the Village’s tax base. The EDLF provides financing of up to 80% of total project costs and in an amount not to exceed $15,000.00 which amount may be increased at the CTCRC’s discretion. EDLF loan terms will generally be consistent with standard commercial lending policies and will not exceed five years. For term working capital loans, the loan may not exceed five years plus any deferral period(s). Is Applicant seeking assistance of the EDLF? Yes, $10,000 If yes, the amount of EDLF assistance is $ Page 5 K. Project Schedule: 06/01/2022 Give an estimate of the project completion date. L. Organization Financial Information Attachment: 1. Copies of two most recent financial statements 2. Copy of most recent Annual Report 3. Strategic Plan M. Environmental Information 1. The CTCRC must make a determination of environmental significance for the project. A completed NYS Full Environmental Assessment Form must be submitted. III. REPRESENTATIONS BY THE APPLICANT The Applicant understands and agrees with the CTCRC as follows: A. Annual Report on Outstanding Bonds. The Applicant understands and agrees that, if the Project receives any Financial Assistance from the CTCRC, the Applicant agrees to file, or cause to be filed, with the CTCRC, on an annual basis, any information regarding bonds, if any, issued by the CTCRC for the project that is requested by the Comptroller of the State of New York. B. Absence of Conflicts of Interest. The Applicant has received from the CTCRC a list of the members, officers and employees of the CTCRC. No member, officer or employee of the CTCRC has an interest, whether direct or indirect, in any transaction contemplated by this Application, except as hereinafter described: C. Fees. The Development Corporation Application should be submitted with a non-refundable $2,500.00 Application Fee to the City of Troy Capital Resource Corporation. The CTCRC will collect an administrative fee at time of closing based on the value of the bonds issued. The administrative fee will be 1.00% of the first $10M of bonds issued, with an additional .50% for amounts above $10M up to $20M of bonds issued, and an additional .25% for all amounts above $20M of bonds issued. Thereafter, CTCRC will also charge an annual maintenance fee of $3,000 during the term of outstanding bonds. D. The City of Troy Capital Resource Corporation reserves the right to ask for additional information as it deems necessary to complete its review of your application. E. Any request for assistance of the EDLF will be used for the purposes detailed above. An application for EDLF assistance should be submitted with a non-refundable $250.00 Application Page 6  PRESERVATION BOND TROY INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BOND (PRESERVATION BOND), SERIES 2021 NO.: R-1 $10,000.00 INTEREST RATE: 0.00% per annum MATURITY DATE: June 1, 2022 DATED DATE: June 1, 2021 CUSIP NO: N/A TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Issuer”), a public benefit corporation established by Title 11 of Article 8 of the Public Authorities Law (“PAL”) of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), for value received, hereby promises to pay, solely from the sources hereinafter described, to CITY OF TROY CAPITAL RESOURCE CORPORATION, or registered assigns, on the Maturity Date identified above (subject to any right of prior redemption hereinafter provided for), the principal sum of TEN THOUSAND DOLLARS ($10,000.00) (subject to reduction as hereinafter provided) and interest thereon (computed on the basis of a 360-day year composed of twelve 30-day months) from the Dated Date set forth above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid, to the Maturity Date identified above (or such earlier date on which the principal hereof has been paid or duly provided for), at the Interest Rate identified above on June 1 (each an “Interest Payment Date”), commencing June 1, 2022. This Bond is issued by the Issuer pursuant to Section 1958 of the Act and pursuant to a certain Bond Resolution adopted by the Issuer on May 14, 2021 (the “Bond Resolution”). 1  The principal of this Bond due on the Maturity Date shall be paid on the Maturity Date upon presentation and surrender hereof at the offices of the Issuer at 433 River Street, Troy, New York 12180. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Bond Resolution. The principal of, premium, if any, on and interest on this Bond are payable in lawful money of the United States of America and the Issuer may elect to redeem all or portions hereof at any time on or before the Maturity Date. At the election of the Issuer and holder hereof, the Maturity Date may be extended for consecutive 1-year terms. NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR REDEMPTION PRICE OF OR THE INTEREST ON THIS BOND OR FOR ANY CLAIM BASED HEREON AGAINST ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE ISSUER OR OF ANY PREDECESSOR OR SUCCESSOR CORPORATION, EITHER DIRECTLY OR THROUGH THE ISSUER OR OTHERWISE, WHETHER BY VIRTUE OF ANY CONSTITUTION, STATUTE OR RULE OF LAW, OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY, OR OTHERWISE, ALL SUCH LIABILITY BEING, BY THE ACCEPTANCE HEREOF, EXPRESSLY WAIVED AND RELEASED. THE BONDS DO NOT CONSTITUTE AND SHALL NOT BE A DEBT OF THE STATE OF NEW YORK OR THE CITY OF TROY, NEW YORK AND NEITHER THE STATE OF NEW YORK NOR THE CITY OF TROY, NEW YORK SHALL BE LIABLE THEREON. THE BONDS DO NOT GIVE RISE TO A PECUNIARY LIABILITY OR CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE STATE OF NEW YORK OR THE CITY OF TROY, NEW YORK. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance, execution and delivery of this Bond, do exist, have happened and have been performed in the time, form and manner as required by law, and that the issuance of the Bonds does not violate any constitutional or statutory limitation. [signature page follows] 2  IN WITNESS WHEREOF, Troy Industrial Development Authority has caused this Bond to be duly executed in its name by the manual or facsimile signature of its Chairman, and its corporate seal to be impressed or reproduced hereon all as of the Dated Date identified above. TROY INDUSTRIAL DEVELOPMENT AUTHORITY By:___________________________________ Justin Nadeau, Chairman [SEAL] 3  BOND RESOLUTION (Troy Industrial Development Authority – Revenue Bond (Preservation Bond), Series 2021) A regular meeting of the Troy Industrial Development Authority (the “Authority”) was convened on May 14, 2021 at 10:00 a.m., local time, at 433 River Street, Troy, New York 12180. Resolution No. ____ RESOLUTION OF TROY INDUSTRIAL DEVELOPMENT AUTHORITY (THE “AUTHORITY”) AUTHORIZING (i) THE REQUEST OF A CERTAIN LOAN (THE “LOAN”, AS MORE PARTICULARLY DESCRIBED HEREIN) FROM THE CITY OF TROY CAPITAL RESOURCE CORPORATION (THE “CRC”), (ii) THE ISSUANCE OF THE AUTHORITY’S REVENUE BOND (PRESERVATION BOND), SERIES 2021 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $10,000.00, AND (iii) THE EXECUTION AND DELIVERY OF RELATED DOCUMENTS WHEREAS, by Title 11 of Article 8 of the Public Authorities Law (“PAL”) of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), the TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Authority”) was created with the authority and power to own, lease and sell property for the purpose of, among other things, acquiring, constructing and equipping industrial, manufacturing and commercial facilities within the City of Troy, New York (the “City”) as authorized by the Act; and WHEREAS, the Act, as codified at PAL Sections 1950-1969, was originally enacted May 2, 1967 pursuant to Chapter 759 of the Laws of 1967, included PAL Section 1967 wherein it is stated that “Whenever all of the bonds issued by the authority shall have been redeemed or cancelled, the authority shall cease to exist and all rights, titles, and interest and all obligations and liabilities thereof vested in or possessed by the authority shall thereupon vest in and be possessed by the city of Troy (hereinafter, the “Authority Dissolution Clause”); and WHEREAS, the only remaining outstanding bonds of the Authority are those certain Civic Facility Revenue Bonds (Rensselaer Polytechnic Institute Project), Series 2002E, issued in the original aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) (the “Series 2002E Bonds”), which were originally issued to pay or to reimburse Rensselaer Polytechnic Institute (the “Institute”) for a portion of the payments made by it for completing a certain project undertaken by the Institute consisting of: (1) the acquisition of an interest in certain lands comprising the Institute’s approximately 260 acre main campus surrounding properties within the City (collectively, the “Campus”) together with the existing buildings located thereon (the “Existing Facilities”), (2) the construction on the Campus of new facilities that included: (i) an approximately 218,000 square foot Center for Biotechnology and Interdisciplinary Studies; (ii) an approximately 200,000 square foot Experimental Media and Performing Arts Center, (iii) new boiler and chiller plants, and (iv) a 500 vehicle parking garage, Page 1 of 8 all located on the Campus including related site work, and improvements of Campus roadways, entrance ways, walkways, parking and auxiliary facilities and utilities (collectively, the “Facilities”), (3) the renovation of the Existing Facilities, and (4) the acquisition and installation in the Facilities of certain machinery and equipment (collectively, the “Equipment”, and along with the Campus, the Existing Facilities, the Facilities and the Equipment, the “Project Facility”); and WHEREAS, the Institute’s Center for Biotechnology and Interdisciplinary Studies was completed and opened in September 2004, along with associated infrastructure improvements including the new boiler plant and parking garage, and the Experimental Media and Performing Arts Center was completed and opened in October 2008; and WHEREAS, the Institute has submitted an application to Authority affiliate City of Troy Capital Resource Corporation (the “Issuer”) requesting the Issuer issue its tax-exempt revenue refunding bonds in one or more series in the aggregate principal amount not to exceed $25,000,000 (the “Bonds”) for the purpose of financing a certain project (the “Project”), consisting of: (A)(1) the refunding of all or a portion of the Troy Industrial Development Authority's Civic Facility Revenue Bonds (Rensselaer Polytechnic Institute Project), Series 2002E, issued in the original aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) (the “Series 2002E Bonds”), and (2) paying a portion of the cost incidental to the financing thereof, including possible financing of reserve funds as may be necessary, and paying capitalized interest, if any (B) the financing of all or a portion of the foregoing costs by issuance of its revenue refunding bonds in one or more series in an aggregate principal amount not to exceed $25,000,000 (the costs associated with items (A) through (B) above being hereinafter collectively referred to as the “Project Costs”), and (C) the loan of the proceeds of such bonds to the Institute; and WHEREAS, pursuant to a Bond Resolution adopted May 14, 2021, the Issuer has authorized the issuance of its Revenue Refunding Bonds (Rensselaer Polytechnic Institute Project), Series 2021 in one or more series (the “Series 2021 Bonds”), in an aggregate principal amount not to exceed $25,000,000 for the purpose of financing the Project Costs; and WHEREAS, the Issuer’s issuance of the Series 2021 Bonds will cause the Series 2002E Bonds to be refunded, and as a result the Authority Dissolution Clause will be triggered; and WHEREAS, the Authority, with the support of the Mayor and City Council through the adoption of home rule legislation adopted February 4, 2021, has proposed certain technical amendments to the Act that would eliminate the Authority Dissolution Clause, among other proposed revisions, such amendments having been introduced by Assembly member John T. McDonald III, 108th District, as Assembly Bill Number A7086 (the “Authority Bill”, incorporated herein by reference); and WHEREAS, while it is expected by the Authority that the Authority Bill will be enacted in both houses of the New York State Legislature and approved by the Governor during the current Legislative Session, it is uncertain as to whether the effective date of the Authority Bill, Page 2 of 8 once enacted, will precede the Issuer’s issuance of the Series 2021 Bonds and related refunding of the Series 2002E Bonds; and WHEREAS, in furtherance of the foregoing, the Authority and Issuer have resolved to structure a proposed loan in the maximum amount of $10,000.00 from the Issuer to the Authority (the “Loan”) to be secured by the Authority’s issuance of its Revenue Bond (Preservation Bond), Series 2021 in the maximum principal amount of $10,000.00 (herein, the “Preservation Bond”, a form of which is attached hereto as Exhibit A), whereby the Authority will apply for and accept the Loan form the Issuer and immediately issue the Preservation Bond to the Issuer to hold as collateral and security for the Loan, all in furtherance of the continued purposes of the Authority and powers of the Authority vested pursuant to PAL Section 1958 NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY INDUSTRIAL DEVELOPMENT AUTHORITY AS FOLLOWS: Section 1. (a) By virtue of the Act, the Authority has been vested with all the powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act; (b) The issuance of the Preservation Bond will assure the continued existence of the Authority until the Authority Bill is enacted into law and becomes effective, thereby promoting uninterrupted Authority operations supporting community and economic development and the creation of jobs in the City of Troy and otherwise effectuate the purposes of the Act; and (c) It is desirable and in the public interest for the Issuer to issue the Preservation Bond in an aggregate principal amount not to exceed $10,000 in one or more series at an interest rate of zero and an annually renewable maturity at the election of the Authority and Issuer. Section 2. In consequence of the foregoing, the Authority hereby determines to apply for and receive the Loan from the Issuer, and to issue and deliver the Preservation Bond to the Issuer in connection with the Loan. The Authority hereby authorizes the execution and delivery of the Preservation Bond all other agreements, certificates, and documents deemed necessary to document the Loan and issue the Preservation Bond and all such other agreements, certificates and documents as may be requested by the Issuer in connection with same (collectively, the “Bond Documents’). Section 3. The Authority is hereby authorized to issue the Preservation Bond in one or more series and to do all things necessary and appropriate for the accomplishment thereof, and all acts heretofore taken by the Authority with respect thereto are hereby approved, ratified and confirmed. Section 4. The Executive Director, the Chair and Vice Chair of the Authority are each hereby authorized, on behalf of the Authority, to negotiate, approve, execute (by manual or facsimile signature), and deliver the Bond Documents and all other agreements, documents, certificates, and the Secretary and Assistant Secretary of the Authority are each hereby authorized to affix the seal (or a facsimile thereof) of the Authority to them and to attest to all of them, all in substantially the form and substance presented to this meeting with such changes, Page 3 of 8 variations, omissions and insertions as the Executive Director, the Chair or Vice Chair shall approve. The execution of the Bond Documents by the Executive Director, Chairman or Vice Chair shall constitute conclusive evidence of that approval. Section 5. The officers, employees and agents of the Authority are hereby authorized and directed for and in the name and on behalf of the Authority 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 Authority with all of the terms, covenants and provisions of the documents executed for and on behalf of the Authority. Section 11. 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: Member Aye Nay Abstain Absent Justin Nadeau, Chairman Susan Farrell Elbert Watson Hon. Anasha Cummings Hon. Jim Gulli Stephanie Fitch Latasha Gardner Josh Chiappone Page 4 of 8  SECRETARY'S CERTIFICATION STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I, ______________________, the undersigned, ____________________ of the Troy Industrial Development Authority (the “Authority”), do hereby certify that I have compared the foregoing extract of the minutes of the meeting of the members of the Authority, including the Resolution contained therein, held on May 14, 2021, with the original thereof on file in my office, and that the same is a true and correct copy of said original and of such Resolution set forth therein and of the whole of said original so far as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that (A) all members of the Authority had due notice of said meeting; (B) said meeting was in all respects duly held; (C) pursuant to Article 7 of the Public Officers Law (the “Open Meetings Law”), said meeting was open to the general public, and due notice of the time and place of said meeting was duly given in accordance with such Open Meetings Law; and (D) there was a quorum of the members of the Authority present throughout said meeting. I FURTHER CERTIFY that, as of the date hereof, the attached Resolution is in full force and effect and has not been amended, repealed or rescinded. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Authority this ____ day of __________, 2021. ______________________________ (SEAL) Page 5 of 8  EXHIBIT A FORM OF PRESERVATION BOND PRESERVATION BOND TROY INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BOND (PRESERVATION BOND), SERIES 2021 NO.: R-1 $10,000.00 INTEREST RATE: 0.00% per annum MATURITY DATE: June 1, 2022 DATED DATE: June 1, 2021 CUSIP NO: N/A TROY INDUSTRIAL DEVELOPMENT AUTHORITY (hereinafter called the “Issuer”), a public benefit corporation established by Title 11 of Article 8 of the Public Authorities Law (“PAL”) of the State of New York, as amended, and Chapter 759 of the Laws of 1967 of the State of New York, as amended (hereinafter collectively called the “Act”), for value received, hereby promises to pay, solely from the sources hereinafter described, to CITY OF TROY CAPITAL RESOURCE CORPORATION, or registered assigns, on the Maturity Date identified above (subject to any right of prior redemption hereinafter provided for), the principal sum of TEN THOUSAND DOLLARS ($10,000.00) (subject to reduction as hereinafter provided) and interest thereon (computed on the basis of a 360-day year composed of twelve 30-day months) from the Dated Date set forth above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid, to the Maturity Date identified above (or such earlier date on which the principal hereof has been paid or duly provided for), at the Interest Rate identified above on June 1 (each an “Interest Payment Date”), commencing June 1, 2022. This Bond is issued by the Issuer pursuant to Section 1958 of the Act and pursuant to a certain Bond Resolution adopted by the Issuer on May 14, 2021 (the “Bond Resolution”). Page 6 of 8  The principal of this Bond due on the Maturity Date shall be paid on the Maturity Date upon presentation and surrender hereof at the offices of the Issuer at 433 River Street, Troy, New York 12180. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Bond Resolution. The principal of, premium, if any, on and interest on this Bond are payable in lawful money of the United States of America and the Issuer may elect to redeem all or portions hereof at any time on or before the Maturity Date. At the election of the Issuer and holder hereof, the Maturity Date may be extended for consecutive 1-year terms. NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF THE PRINCIPAL OF OR REDEMPTION PRICE OF OR THE INTEREST ON THIS BOND OR FOR ANY CLAIM BASED HEREON AGAINST ANY PAST, PRESENT OR FUTURE MEMBER, OFFICER, EMPLOYEE OR AGENT OF THE ISSUER OR OF ANY PREDECESSOR OR SUCCESSOR CORPORATION, EITHER DIRECTLY OR THROUGH THE ISSUER OR OTHERWISE, WHETHER BY VIRTUE OF ANY CONSTITUTION, STATUTE OR RULE OF LAW, OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY, OR OTHERWISE, ALL SUCH LIABILITY BEING, BY THE ACCEPTANCE HEREOF, EXPRESSLY WAIVED AND RELEASED. THE BONDS DO NOT CONSTITUTE AND SHALL NOT BE A DEBT OF THE STATE OF NEW YORK OR THE CITY OF TROY, NEW YORK AND NEITHER THE STATE OF NEW YORK NOR THE CITY OF TROY, NEW YORK SHALL BE LIABLE THEREON. THE BONDS DO NOT GIVE RISE TO A PECUNIARY LIABILITY OR CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS OF THE STATE OF NEW YORK OR THE CITY OF TROY, NEW YORK. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the issuance, execution and delivery of this Bond, do exist, have happened and have been performed in the time, form and manner as required by law, and that the issuance of the Bonds does not violate any constitutional or statutory limitation. [signature page follows] Page 7 of 8  IN WITNESS WHEREOF, Troy Industrial Development Authority has caused this Bond to be duly executed in its name by the manual or facsimile signature of its Chairman, and its corporate seal to be impressed or reproduced hereon all as of the Dated Date identified above. TROY INDUSTRIAL DEVELOPMENT AUTHORITY By:___________________________________ Justin Nadeau, Chairman [SEAL] Page 8 of 8