Troy Local Development Corporation

Kevin O’Bryan, Chairman Andrew Ross, Vice Chairman Ken Zalewski Bill Dunne Deputy Mayor Pete Ryan TROY LOCAL DEVELOPMENT CORPORATION Board of Directors Meeting Planning Department Conference Room City Hall 433 River Street, Suite 5001 Troy, New York 12180 July 10, 2015 8:30 a.m. AGENDA I. Approval of Minutes from June 12, 2015 board meeting. II. Façade Improvement grant program (Bill)  2 Washington Place  62 2nd Street  245 2nd Street  41 2nd Street  704 2nd Avenue  40 4th Street  451 Hoosick Street  12 Parkview Court III. BDAP Loan Application (Bill)  Steven Bay, 40 4th Street IV. Loan Resolution - Neil Pelone Architecture, PLLC (Justin) V. Loan Resolution - Kelly Kendall, The Balance Loft (Justin) VI. Loan Resolution - Marla Ortega, The Illium Café (Justin) VII. Scolite site –Variance for Asbestos Work (Andrew) VIII. Former King Fuels site – Asbestos Survey (Andrew) IX. The Enchanted City and The Inventor’s Challenge Sponsorship (Bill) X. Engineering Services for 2015 CFA projects (Bill) XI. Financials XII. Old Business XIII. New Business XIV. Adjournment  TROY LOCAL DEVELOPMENT CORPORATION Board of Director Meeting Minutes June 12, 2015 8:30 a.m. BOARD MEMBERS PRESENT: Kevin O’Bryan, Bill Dunne, Dep. Mayor Pete Ryan, and Hon. Ken Zalewski ABSENT: Andy Ross ALSO IN ATTENDANCE: Andy Piotrowski, Tracy Kennedy, Marla Ortega, Mike Camaj, Frank Olszowy, John Spall, Michael Marro, Eleanor Anderson, Chuck Fentekes, Michael Flynn, Elizabeth Young, Kalaya Joseph, Sharon Martin, Kelly Kendall, Ken Crowe, Selena Skiba, Justin Miller, Andrew Kreshik and Denee Zeigler Minutes D The Chairman called the meeting to order at 8:30 a.m. I. Minutes R T The board reviewed the minutes from the May 8, 2015 board meetings. AF Dep. Mayor Pete Ryan made a motion to approve the May 8, 2015 board meeting minutes. Bill Dunne seconded the motion, motion carried. II. 50/50 Façade Grant Requests 29 2nd Street - Bill Dunne introduced the first applicant to the board members. Tracy Kennedy spoke about her plan to repair and paint the front door and façade of her property. Mr. Kennedy advised she has been working with TAP on the colors. She explained that she would like to keep them historical colors. Mr. Dunne outlined the process of getting reimbursed to the applicant. Hon. Ken Zalewski made a motion to approve the 50/50 Façade grant for Tracy Kennedy at 29 2nd Street in the amount of $5,000. Dep. Mayor Pete Ryan seconded the motion, motion carried. 7 Broadway – Mr. Dunne introduce the second applicant to the board members. Marla Ortega advised she is the owner of the Illium Café and is looking for a façade grant to paint the exterior of the building, install emblem lighting, and fix the awning and the door on the 2nd Street entrance. Mr. Dunne advised that she will need to speak to the Historical Review Committee. 1  Dep. Mayor Pete Ryan made a motion to approve the 50/50 Façade grant for Marla Ortega and the Illium Café at 7 Broadway in the amount of $5,000. Bill Dunne seconded the motion, motion carried. 2258 Old Sixth Ave – Mr. Dunne advised that the applicant was not able to make it to the meeting. The packet containing the scope of work and photos of the project was distributed to the board members. The board took some time to review the packet. Pete Ryan advised this project would be beneficial to that block. Hon. Ken Zalewski made a motion to approve the 50/50 Façade grant for Jeanne Steigler at 2258 Old Sixth Avenue in the amount of $5,000. Bill Dunne seconded the motion, motion carried. 533 Pawling Ave - Mr. Dunne introduced the fourth applicant to the board members. John Spall spoke to the board regarding his project. He advised that he owns the beauty parlor on Pawling Ave across from CVS and plans on upgrading the window so they are energy efficient and putting an awning up in front of the building to reduce the amount of sunlight coming in. Mr. Spall also asked if the handicap ram that is in the rear of the building could be included in with the repairs. He noted that the handicap customers use D this entrance. Mr. Dunne advised that can be included in with the grant repairs. Dep. Mayor Pete Ryan made a motion to approve the 50/50 R Façade grant for John Spall at 533 Pawling Ave in the amount of $5,000. Hon. Ken Zalewski seconded the motion, motion carried. T 702 3rd Ave - Mr. Dunne introduced the fifth applicant to the board members. Michael Marro and Eleanor Anderson spoke on behalf of their AF project. Ms. Anderson advised that the roof needs to be repaired as well as gutters. Ms. Anderson advised the porch is rotted wood and she would like to have it repaired but keep it original. Ms. Anderson asked if landscaping would be considered as part of the grant. She mentioned that there is a very large tree that causes the ground to remain damp and causes some issues. Hon. Ken Zalewski made a motion to approve the 50/50 Façade grant for Michael Marro at 702 3rd Avenue in the amount of $5,000. . Dep. Mayor Pete Ryan seconded the motion, motion carried. 626 Second Ave – Mr. Dunne introduced the sixth applicant to the board members. Chuck Fentekes, owner of 626 Second Ave spoke on behalf of his project. Mr. Fentekes advised that they are looking to reopen Hot Dog Charlie’s which has been a family business since 1922. He advised that they are looking to repair and paint the façade and doors. Mr. Fentekes added they would like to replace the windows and repair the wood and siding while still keeping a historical look. The board advised they are excited to see the business planning on re-opening. Dep. Mayor Pete Ryan made a motion to approve the 50/50 Façade grant for Check Fentekes’ restaurant Hot Dog Charlie’s at 626 Second Avenue in the amount of $5,000. 2  Hon. Ken Zalewski seconded the motion, motion carried. 254-256 Washington Ave - Mr. Dunne introduced the seventh applicant to the board members. Michael Flynn spoke to the board about his project. He advised that they will work to remove the awning which connects the two properties. Mr. Flynn explained that the brownstone needs to be repaired as well as replacing and painting the wood. He also advised that there are several plate glass windows that need to be replaced and/or repaired. Mr. Dunne asked if there are two separate buildings. Mr. Flynn advised that they are two separate buildings that are connected and he is asking for a grant for each of them. The board had a general discussion about combining two grants into one set of paperwork due to the fact that the buildings are connected. Mr. Zalewski asked for clarification of where the buildings are located. Mr. Flynn advised that the building is The Clinton Funeral Home. Pete Ryan asked if they were going to be turned into residential. Mr. Flynn advised that they are going to be commercial. Dep. Mayor Pete Ryan made a motion to approve the 50/50 Façade grant for Michael Flynn at 254-256 Washington Avenue in the amount of $10,000. Hon. Ken Zalewski seconded the motion, motion carried. 11 State Street – Mr. Dunne introduced the eighth applicant to the board members. Elizabeth Young spoke on behalf of the property owner and D explained that their tenant Kelly Kennedy was planning on opening up a hot yoga and trx studio. Ms. Young advised that they will be replacing the windows and doors to make the space more energy efficient. Bill Dunne advised them to talk to the Historic Review Committee about the windows. R Ms. Young advised she will contact them. Hon. Ken Zalewski made a motion to approve the 50/50 Façade grant for Kelly Kennedy at 11 State Street in the T amount of $5,000. Dep. Mayor Pete Ryan seconded the motion, motion carried. AF 3 House Ave – Mr. Dunne introduced the ninth applicant to the board members and advised that the grants are up to $5,000. Kalaya Joseph advised that she is asking for the full amount in order to repair the windows and siding. Mr. Zalewski asked if she was the owner of the property. The board members took some time to review the packet. Mr. Zalewski asked if the foundation was stable. Ms. Joseph advised that it has been fully repaired and code enforcement has been there to inspect it. Mr. Zalewski asked if it is currently occupied. Ms. Joseph advised that they are working to repair the building so that she can occupy it and have a tenant. Hon. Ken Zalewski made a motion to approve the 50/50 Façade grant for Kalaya Joseph at 3 House Avenue in the amount of $5,000. Dep. Mayor Pete Ryan seconded the motion, motion carried. 5 First Street – Mr. Dunne introduced the tenth applicant to the board members. Kevin O’Bryan excused himself from this applicant’s discussion. Mr. Dunne advised that the applicant was not able to attend the meeting. He advised the applicant is in the process of purchasing the Rice Building which has great historical significance in the City of Troy. The façade grant would be used to repair the windows. Mr. Ryan spoke about the other projects that have purchased and work on in Troy. Mr. Ryan did note that it 3  is contingent on the closing as per the application. Mr. Zalewski advised that this is an iconic building. Bill Dunne made a motion to approve the 50/50 Façade grant for Lolly Tai at 5 State Street in the amount of $5,000. Hon. Ken Zalewski seconded the motion. Kevin O’Bryan abstained from the vote. Motion carried. 3 yes 0 no 1 abstained 125 4th Street and 97 Congress Street – Mr. Dunne introduced the eleventh applicant to the board members. Mike Camaj and Frank Olszowy advised the board they are working on both buildings simultaneously. Mr. Dunne asked the applicant and building owner if they have gone in front of the Historic Review Committee. Mr. Olszowy advised they are going to be reviewed for 97 Congress Street. Mr. Ryan clarified the property addresses and asked about the intent for the building at 97 Congress Street. Mr. Olszowy advised that they plan on doing a small restaurant. Mr. Dunne explained that the applicant will receive half of the total cost of the work being done up the max of $5,000 per property. Mr. Dunne asked if the estimates can be resubmitted; one for each property. Justin Miller also noted that the grant agreement can be combined Mr. Ryan asked if the apartments are going to be renovated. Mr. Camaj advised D not at this time. Dep. Mayor Pete Ryan made a motion to approve the 50/50 Façade grant for Mike Camaj at both 125 4th Street and 97 III. R Congress Street in the amount of $5,000 each. Hon. Ken Zalewski seconded the motion, motion carried. BDAP Loan request T The Illium Café - Bill Dunne re-introduced Marla Ortega to the board AF members. Mrs. Ortega advised that the space they are expanding into has been vacant for a few years and at this point in time is not a functional space. She advised that the building is in the middle of foreclosure proceedings and she currently has a two year lease Mr. Dunne noted that the loan request is for $20,000 and has put together a list of items that will be purchased with the funds and collateral that is being offered. Mrs. Ortega advised that she loves the space and talked about how they would like to add a bar space and move the kitchen space and exhaust system. Mr. Dunne advised that we would be in contact with a loan term sheet and other paperwork. Hon. Ken Zalewski made a motion to approve the BDAP loan for Marla Ortega for The Illium Café at 7 Broadway. Hon. Pete Ryan seconded the motion, motion carried. Mr. Dunne advised that we would be in contact with a loan term sheet and other paperwork. The Balance Loft – Elizabeth Young and Kelly Kendall spoke on behalf of the project. Ms. Kendall advised she has been involved in the fitness industry for several years. She advised that she had been looking for a space in Troy. The space at 11 State Street was a perfect size. Ms. Kendall mentioned she wanted to make it the best studio in the area by adding flooring designed for yoga and infrared heaters. Mrs. Kendall spoke about the financing and the 4  business end of things. Ms. Young spoke about the fact that there are no hot yoga or TRX studios anywhere in the area. The board had a general discussion about the project and funding. Mr. Dunne asked if there is anything else that could be used as collateral for the $20,517. He asked if she would be willing to sign a personal guarantee because the collateral showing was only about $7,000. Ms. Kendall advised yes. Ms. Young advised that her lease is currently for five years. Ms. Kendall advised that she lives upstairs from the studio so weather would not be a reason for her to ever cancel a class. Hon. Ken Zalewski made a motion to approve the BDAP loan for Kelly Kendall business, The Balance Loft, at 11 State Street in the amount of $20, 517. Dep. Mayor Pete Ryan seconded the motion, motion carried. Mr. Dunne advised that we would be in contact with a loan term sheet and other paperwork. IV. South Troy Industrial Road Andrew Kreshik spoke to the board about the South Troy Industrial Road project. Mr. Kreshik advised that there was a meeting recently with the Stockbridge Munsee Indians. They were advised the original design would be used; with the road going down Main Street to Adams. The Munsee D wanted confirmation that nothing would be done with the artifacts and asked if they could have possession of the artifacts found. He advised them that they will have to work with NYS Department of Education and follow the necessary steps. Mr. Dunne asked if there should be a motion from the R board giving permission to turn over any items to release the found the artifacts to the Munsee. The board had a general discussion about the artifacts found. T Hon. Ken Zalewski made a motion to have Bill Dunne handle the release of the artifacts from the archeologists to the AF Stockbridge Munsee Indians. Dep. Mayor Pete Ryan seconded the motion, motion carried. V. E-lot Mr. Dunne advised the board that the tenant at the King Fuels site has vacated the property. Mr. Dunne asked for authorization in the amount of $10,000 for an alarm/security system and to do some minor electrical work in order to secure the property. Mr. Kreshik advised that a National Grid account will have to be set up in the Troy LDC’s name. The fee for that is included in the $10,000 being requested. Mr. Ryan asked if anyone has gone through the building since the tenant vacated. Mr. Kreshik advised that he will be walking through later today with NYS DEC. He noted it was not mandatory that we do a walkthrough with NYS DEC, however they wanted to see the site due to the type of recycling that E-lot was doing. Mr. Ryan asked if the site will be able to be used as a staging site for National Grid while they are doing their work. Mr. Kreshik advised once the electrical is repaired they may be able to, but there are a lot of other repairs that are needed. Mr. Dunne added that there were some issues that the tenant should have been responsible for repairing. Mr. Miller advised that the tenant rented the property in “as is” condition. Mr. Kreshik advised that things were not repaired, but built over and around. There are 5  also some items have been left behind that may put them in violation of their agreement. Mr. Zalewski asked if we still want the building on site. Mr. Dunne advised it would be a good site for possible staging for any future work the might occur at the sight. Mr. Kreshik advised the building is good as long as it can be closed up properly. Dep. Mayor Pete Ryan made a motion to approve up to $10,000 to secure the former E-lot building. Hon. Ken Zalewski seconded the motion, motion carried. VI. Appraisals for TLDC Properties Mr. Dunne spoke to the board about the quote received for appraisals of TLDC owned properties in the amount of $12,400. Mr. Dunne asked for approval for up to $15,000 in the event additional costs come up. The board agreed that they would like to follow the estimates given and deal with any other additions as they arise. Hon. Ken Zalewski made a motion to approve $12,400 for appraisals of TLDC owned properties. Dep. Mayor Pete Ryan seconded the motion, motion carried. VII. Business Development D Mr. Dunne spoke to the board about holding a business development session to educate potential business owners on the different steps needed to start a business. He advised Troy is very popular with “Millennials” He advised maybe we could partner up with Community Loan Fund. Mr. Dunne noted R that they are a very creative class, however may not be familiar with the legal or business side. Mr. Dunne advised there are a couple of local businesses that said they will be willing to teach classes in their area of expertise. The board members agreed this would be a good program to set up. The T Chairman stressed that we would want to co-ordinate with the other groups in the area that might be doing some of the same things already but they not AF aware of. Mr. Dunne agreed. VIII. Friends of School 18 Mr. Dunne introduced Kathy Kussler to the board and spoke briefly about the project she is working on with The Friends of School 18 to get a new playground. He advised that the school is unable to put in a new playground at School 18 so they formed a group to do some fundraising. They discovered it was very costly to set up a not for profit and they came to us for assistance on how to move forward. Mr. Miller advised that they were exploring options to set up a not for profit and through discussions it was determined that the TLDC may be able to assist with the process or act as a pass through. The board had a general discussion on how and if they would be able to assist. Mr. Miller advised we would act as a pass through for the funding only; there would be no liability on the LDC’s part. Mr. Miller advised it is within our scope. Mrs. Kussler advised that the total cost would be between $50,000 - $125,000 for the entire package and installation. If it was just the equipment it would be about $20,000. Mrs. Kussler advised that they are looking for assistance from anyone that can help out. The board agreed that they will need some additional time for further discussion. IX. Financials 6  Selena Skiba reviewed the financials with the board members. Andrew Piotrowski noted the cash deposit held for $25,000 for Monument Square for a parking study. He advised the restricted cash represented the BEDI/Section 108 funds. Mrs. Skiba advised that there is one account and one PILOT outstanding. The allowance on loans receivable have been adjusted as requested at the last meeting. The pre-paids are all as of May 31st. Mr. Piotrowski explained that the $300,000 for the Neitzel building is showing up because the check is waiting to be given to the City from the LDC. Mr. Dunne advised all paperwork was signed and the payment should be released. Mrs. Skiba advised nothing else notable on the balance sheet. Mr. Zalewski questioned a loss listed under South Troy site. Mr. Piotrowski advised it had to do with writing off the balance of the E-lot lease and the way the accounting system is set up. Mrs. Skiba noted that the expenses are all as of May 31, 2015. She advised that there is a bank fee that showed up on the statement which they are working on getting reversed. Mr. Piotrowski spoke about the utility expenses showing up as negative. He advised it had to do with the utilities for 444 River Street. The board members asked that the amounts from the prior month and year be added to the statements going forward. Mrs. Skiba advised that could be D added. Hon. Ken Zalewski accepted the financials as presented. Bill Dunne seconded the motion, motion carried. X. Marina R Mr. Ryan advised the City is asking for an additional $20,000 in funding for T the Marina. He advised that there are some upfront costs that need to be covered while they wait for money to come in at the end of the season from AF gas sales and other fees. He advised an additional $8,000 would be for salary costs and $12,000 would be to rent a portable shower. The board asked if there was a way to repair the shower or get replacement parts. Mr. Ryan advised that they looked at all of the other options and the most cost effective and fastest way is to rent one. Mr. Ryan added that he hopes once funding comes in for the Marina that the LDC can be paid back. Hon. Ken Zalewski made a motion to approve the additional $20,000 in funding for the Marina. Bill Dunne seconded the motion, motion carried. XI. Capital Region Economic Development Council Mr. Dunne spoke to the board about an email he received from Michael Castellana. The Capital Region Economic Development Council has asked all the IDA’s to participate in a hiring a consultant, Mckinsey and Co. to assist with the CFA process. He noted that the IDA may not be the right vehicle for this; the LDC may be a better fit. If we participate, our CFA grant funds could be eligible for an additional $500,000,000. Mr. Dunne advised that he will email information to the board and asked that they look it over for discussion at the next meeting. XII. Adjournment 7 The Chairman asked if there was any other business to discuss. With no other items, the meeting was adjourned at 10:00 a.m. Dep. Mayor Pete Ryan made a motion to adjourn the meeting. Hon. Ken Zalewski seconded the motion, motion carried. D R T AF 8 Proposed Façade Improvements for 12 Parkview Court: Photos of Front Porch and Masonry  AUTHORIZING RESOLUTION (Neil Pelone Architecture, PLLC – Loan Agreement) A regular meeting of the Troy Local Development Corporation was convened on July 10, 2015, at 8:30 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. ______________ RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION AUTHORIZING (i) THE ISSUANCE OF A $15,000.00 LOAN TO NEIL PELONE ARCHITECTURE, PLLC WITH RESPECT TO A CERTAIN PROJECT (AS DEFINED HEREIN) AND (ii) THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND RELATED DOCUMENTS. WHEREAS, The Troy Local Development Corporation (the “Corporation”) is a duly- established, not-for-profit local development corporation of the State pursuant to Section 1411(h) of the Not-for-Profit Corporation Law (“N-PCL”) and a Certificate of Reincorporation filed on April 5, 2010 (the “Certificate”) established for the charitable and public purposes of 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, by encouraging the development of, or retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and WHEREAS, NEIL PELONE ARCHITECTURE, PLLC (the “Company”), has requested assistance from the Corporation in connection with a certain project (the “Project”) consisting of the use of working capital to acquire materials, equipment and services necessary to complete a tenant fit-up for a new office location located at 16 Second Street, 1st Floor, Troy, New York; and WHEREAS, in furtherance of the Project, the Company has requested financing from the Corporation in the form of a $15,000.00 Loan (the “Loan”) to assist the Company to undertake the Project; and WHEREAS, the Corporation desires to authorize the issuance of the Loan, the terms of which have been presented at this meeting, and approve the execution and delivery of a Loan Agreement (“Agreement”), along with related documents, to memorialize the terms and conditions by which the Loan shall be extended by the Corporation, including the repayment thereof and security therefore. NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS:  Section 1. The Corporation hereby authorizes the provision of the Loan to the Company 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 Loan Agreement, along with related documents (collectively, the “Loan 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 Loan 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: Yea Nea Absent Abstain Kevin O’Bryan [ ] [ ] [ ] [ ] William Dunne [ ] [ ] [ ] [ ] Hon. Kenneth Zalewski [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Peter Ryan [ ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. 2 STATE OF NEW YORK ) COUNTY OF RENSSELAER ) ss.: I, the undersigned Secretary of the Troy Local Development Corporation, DO HEREBY CERTIFY: That I have compared the annexed extract of minutes of the meeting of the Troy Local Development Corporation (the " Corporation "), including the resolution contained therein, held on July 10, 2015 with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Corporation and of such resolution set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FURTHER CERTIFY, that all members of said Corporation had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FURTHER CERTIFY, that there was a quorum of the members of the Corporation 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 modified. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Corporation this _______ day of July, 2015. Secretary [SEAL] 3  AUTHORIZING RESOLUTION (The Balance Loft LLC – Loan Agreement) A regular meeting of the Troy Local Development Corporation was convened on July 10, 2015, at 8:30 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. ______________ RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION AUTHORIZING (i) THE ISSUANCE OF A $20,517 LOAN TO THE BALANCE LOFT LLC WITH RESPECT TO A CERTAIN PROJECT (AS DEFINED HEREIN) AND (ii) THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND RELATED DOCUMENTS. WHEREAS, The Troy Local Development Corporation (the “Corporation”) is a duly- established, not-for-profit local development corporation of the State pursuant to Section 1411(h) of the Not-for-Profit Corporation Law (“N-PCL”) and a Certificate of Reincorporation filed on April 5, 2010 (the “Certificate”) established for the charitable and public purposes of 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, by encouraging the development of, or retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and WHEREAS, THE BALANCE LOFT LLC (the “Company”), has requested assistance from the Corporation in connection with a certain project (the “Project”) consisting of the use of working capital to acquire materials, equipment and services necessary to complete a tenant fit- up for a new hot yoga and TRX fitness studio located at 11 State Street, Troy, New York; and WHEREAS, in furtherance of the Project, the Company has requested financing from the Corporation in the form of a $20,517.00 Loan (the “Loan”) to assist the Company to undertake the Project; and WHEREAS, the Corporation desires to authorize the issuance of the Loan, the terms of which have been presented at this meeting, and approve the execution and delivery of a Loan Agreement (“Agreement”), along with related documents, to memorialize the terms and conditions by which the Loan shall be extended by the Corporation, including the repayment thereof and security therefore. NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Corporation hereby authorizes the provision of the Loan to the Company 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 Loan Agreement, along with related documents (collectively, the “Loan 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 Loan 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: Yea Nea Absent Abstain Kevin O’Bryan [ ] [ ] [ ] [ ] William Dunne [ ] [ ] [ ] [ ] Hon. Kenneth Zalewski [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Peter Ryan [ ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. 2 STATE OF NEW YORK ) COUNTY OF RENSSELAER ) ss.: I, the undersigned Secretary of the Troy Local Development Corporation, DO HEREBY CERTIFY: That I have compared the annexed extract of minutes of the meeting of the Troy Local Development Corporation (the " Corporation "), including the resolution contained therein, held on July 10, 2015 with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Corporation and of such resolution set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FURTHER CERTIFY, that all members of said Corporation had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FURTHER CERTIFY, that there was a quorum of the members of the Corporation 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 modified. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Corporation this _______ day of July, 2015. Secretary [SEAL] 3  AUTHORIZING RESOLUTION (The Illium Cafe – Loan Agreement) A regular meeting of the Troy Local Development Corporation was convened on July 10, 2015, at 8:30 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. ______________ RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION AUTHORIZING (i) THE ISSUANCE OF A $20,000.00 LOAN TO THE ILLIUM CAFE WITH RESPECT TO A CERTAIN PROJECT (AS DEFINED HEREIN) AND (ii) THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND RELATED DOCUMENTS. WHEREAS, The Troy Local Development Corporation (the “Corporation”) is a duly- established, not-for-profit local development corporation of the State pursuant to Section 1411(h) of the Not-for-Profit Corporation Law (“N-PCL”) and a Certificate of Reincorporation filed on April 5, 2010 (the “Certificate”) established for the charitable and public purposes of 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, by encouraging the development of, or retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and WHEREAS, THE ILLIUM CAFE (the “Company”), has requested assistance from the Corporation in connection with a certain project (the “Project”) consisting of the use of working capital to acquire materials, equipment and services necessary to expand its current restaurant and kitchen into the vacant adjacent space located at 7 Broadway, Troy, New York; and WHEREAS, in furtherance of the Project, the Company has requested financing from the Corporation in the form of a $20,000.00 Loan (the “Loan”) to assist the Company to undertake the Project; and WHEREAS, the Corporation desires to authorize the issuance of the Loan, the terms of which have been presented at this meeting, and approve the execution and delivery of a Loan Agreement (“Agreement”), along with related documents, to memorialize the terms and conditions by which the Loan shall be extended by the Corporation, including the repayment thereof and security therefore. NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Corporation hereby authorizes the provision of the Loan to the Company 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 Loan Agreement, along with related documents (collectively, the “Loan 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 Loan 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: Yea Nea Absent Abstain Kevin O’Bryan [ ] [ ] [ ] [ ] William Dunne [ ] [ ] [ ] [ ] Hon. Kenneth Zalewski [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Peter Ryan [ ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. 2 STATE OF NEW YORK ) COUNTY OF RENSSELAER ) ss.: I, the undersigned Secretary of the Troy Local Development Corporation, DO HEREBY CERTIFY: That I have compared the annexed extract of minutes of the meeting of the Troy Local Development Corporation (the " Corporation "), including the resolution contained therein, held on July 10, 2015 with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Corporation and of such resolution set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FURTHER CERTIFY, that all members of said Corporation had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FURTHER CERTIFY, that there was a quorum of the members of the Corporation 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 modified. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Corporation this _______ day of July, 2015. Secretary [SEAL] 3