Troy Local Development Corporation

Chair Board Members Justin Nadeau Hon. Monica Kurzejeski Hon. Ken Zalewski Vice‐Chair Andy Ross Executive Director Board of Directors Meeting Steven Strichman City Hall Planning Dept. Conference Room 433 River Street, Suite 5001 Troy, NY 12180 July 16, 2021 9:00 a.m. AGENDA I. Approval of Minutes from the June 4, 2021 board meeting. II. Executive Director’s Report III. Old Business National Grid License IV. New Business BDAP Loan Application – Ekologic Summer Square Accept grant – Heyday Productions Award grant – To Troy Music Academy for programming Future of Small Cities – grant V. Financials VI. Adjournment  Regular Board Meeting Minutes Held via Zoom June 4, 2021 9:00 a.m. BOARD MEMBERS PRESENT: Justin Nadeau, Andy Ross, Hon. Ken Zalewski and Steve Strichman ABSENT: Hon. Monica Kurzejeski D ALSO IN ATTENDANCE: Justin Miller, Esq., Mary Ellen Flores and Denee Zeigler The regular board meeting was called to order at 9:04 a.m. I. Minutes R T The board reviewed the minutes from the May 17, 2021 board meeting. AF Hon. Ken Zalewski made a motion to approve the minutes for May 17, 2021 minutes as presented. Steven Strichman seconded the motion, motion carried. II. Executive Director Report Loan Report - Mr. Strichman advised that BSM Banquet is being sent an invoice with the total amount due and noted that the business is for sale. He advised notice has been sent out to Cory regarding Troy Kitchen and will continue to reach out to him. Dutch Udder and Rare Form are the two other remaining loans. Mr. Strichman advised he will reach out to them in the coming week to discuss balances due. Mr. Zalewski asked for clarification on the loan for BSM Banquets. Mr. Strichman explained the background on their businesses and noted that only the banquet facility has a loan through us. Property – Mr. Strichman advised that we have been in negotiations for land north of the boat launch and it may be on the next agenda. He advised that it is a brownfields site that we may have funding for. National Grid – Mr. Miller advised that they are nearing the end of negotiations with National Grid license agreement. He advised we may need to have a special meeting to finalize the agreement. 1  New Business – Mr. Strichman asked the board if we would like to start meeting in person or continue with remote meetings. Mr. Zalewski advised that the council meetings will resume in August. Mr. Miller explained that his office is keeping an eye on if the Governor extends his executive order or not; that will determine when we can go back to in person meetings. Mr. Ross asked if we are able to choose how we meet. Mr. Miller noted that right now we have some options, but if the order gets lifted we will go back to the old format and be subject to the Open Meetings Law. III. Financials Ms. Flores went over the statement of financial position noting that as of May 31, 2021 our total assets stand at $3,103,324 with $290,324 in cash. The liabilities are at $1,035,166 leaving a fund balance of $2,068,158. No significant changes. Ms. Flores went over the statement of activity for the month of May noting a deficit of $6,021. The source of revenue was from rental income and late fees. She advised the largest expense was for interest related to the HUD loan. Hon. Ken Zalewski made a motion to approve the financials as presented. Andy Ross seconded the motion, motion carried. IV. D Adjournment With no other items to discuss, the regular board meeting was adjourned at 9:23 a.m. R Steven Strichman made a motion to adjourn the regular board meeting at 9:23a.m. Hon. Ken Zalewski seconded the motion, motion carried. T AF 2  TROY.NY LOCAL DEVELOPMENT CORPORATION BUSINESS DEVELOPMENT ASSISTANCE PROGRAM (BDAP) Application for Funding Assistance Applicant: Kathleen Tesnakis 0wner:___________________ ________ _ OwnerAddress: 291 3rd St, Apt 1 Email: info@ekologic.com Telephone: (518 )__ 86 7 ·186 4 ___ __ _ __ 184 4th St,Troy, NY 12180 Business/ProjectAddress: 15,000 10,000 Total Project Cost:_ _ _ _ _ _ _ _ loan Request:__________ Business Type: Corp. _x __ Partnership___ Sole Prop___ . 1996 Year Established: ____ FEIN: 931266971 Years at current address: Business _1____ Home ______ GrossAnnual Sales : $ 303• 589 (20� Other Sources of Income: $_____ _ Income from alimony, child support., or separate maintenance payments need not be revealed. Examples ot other income tnclude soaal security, disability, or rental income. Ownership of Applicant Company: List a II orincioa . I s with20°/co or more ownershio: •· Name Title % Owned Annual Compensation Ka.thloon Tcsno.k!s Ptosadent 100 14,000 Affiliates: List all businesses in which applicant or any owner has an interest. Name ., Title %Owned Annual Compensation 1 List all bank account information. Bank Name. · Checking Savings Other. .Balance KeyBank • X y Ke Bank• X X X LL_ List all sources of project funding, and dollar amount and use (s) of funds requested. Source of Funds Use of Funds · Dollar Amount Family Loan Booth Fee 5,000 -- Total Project Cost 15,000 Total Funds Requested 10,IXXI Total Owner Equity Description of Collateral Offered: Collateral <t Value Mortgage/lien $ Value 12 tndustnal sewing machines 11,000 0 11.000 fndustriro Fe!t Loom 10,000 0 10,000 2 !Macs, 2 iPtlds. Printer 2,800 0 2800 Outstanding Debt (List all loans, credit cards, lines of credit, installment debt, leases, and mortgages) Lender Original Amt. - Balance Monthly Payment Nat' I Bank o1 Coxsackie 200,000 193,953 2415 70 Additional Information: ls your business party to any claim or lawsuit? __ . _Yes _x_No Have you or any owner, officer, director or partner ever owned a business that has declared bankruptcy? Yes _X_No Does your business owe taxes for other tl1an the current year? __ Yes _ X_No If yes to any question, please explain: _ _ ___________________ 2 Short Project Description: Booth fee for 2021 Grand Central Holiday Market is $15,000, with $12,500 due Sept 1 and balance due Oct 1 . Why is this loan crucial to start, expand or grow your business? We've exhibited at the Grand Central Holiday Market for 7 years, with gross sales of $110,000 in our first year to $185,000 in 2019. During normal times, this retail show represents approximately 50% of my annual income. With almost all of my in-person shows canceled for the second straight year, the Holiday Market represents my best chance to continue to do business in 2022. Is your business plan pro-forma with profit and loss projection statements attached (required)? _x_ YES __ NO Does your project create opportunities for employment? x YES NO If yes, how many FrE's? _,____ (2 Part Time = 1 Full Time Equivalent) Attorney: Name Paul Rapp Address 251 Broadway, Kingstcr, Zip Code _,2_"°'-'----- Telephone •13,553.3189 Accountant: S Coi!-f'oll,.rt;. Vfl- Name Accounting For Ali• Jean Pad'tlano•Ttlll Addres� tsteno,1ow,:9, .tn,gJ1¥1 Zip Code _ 1206_5_____ Telephone s1a.:l83-2•� 3 Trade References: 1. Name 3 t l � 'Ot?-A'L (QA-upz,.f Address 2 0 Harvard S t , Brookline MA contact Sue S_.tc:..ec_in___ _______ _ Phone617.739.9066 2. Name '.B �'::t(,e P¾i?©J6 Address 297 River St; Troy NY Contact David Bryce P hone 518.273.3097 3. Name Ra-,5 VA. LVt, Address 79 1 02nd St, Troy NY Contact Andy Ross Phone 518.464.0059 Insurance Agent/Bonding Company: Name Ten Eyck Group Address 1924 Western Ave, Alba ny, NY 12203 Contact Kevin Cook Phone ,_5_1_8_.4...;6_4_.0c..:0_5_9_____ ___ i8'( s nrr,g ow; lllY 6uslri�s a I both il'\lree to'� Jal51e for ,n�ness. i�rret;l- ·ori this oart. I · · . fy tc> � tr-!,ith of my statemen� � ena"authonze the Troy �9(:al Oi!v.elopmeot Corporatl<lr} In pers6nal �itreports in conn� with this application, tt!t.d�.so, upon request, 1 will bi!'�·Of fact and each.Cte<lit.bureau's name and .:iddress. 1 alSP autt!Ol'f.ze the Troy Lo.al -�nt · 011 to � 'WJti\ others infoonation Ceilitainect in this application and to-� its transactions With non-paymento.f�Y.!Qanestabl,shed hereunder. • :_.;;: �:,_ · ·- ���of -- :>:t?•::� -·-::.: --�:i:J:� _/. .. _:, '. '' •with .·:· all. � ···: . � . '·:and ·:·- nigi, , ..«· latic' -: __ :no;, I.Deal �-CQrpOralioi, certifies �{t:will'<OOlPIY - , )J}Sl ...- prQhlbit �- on the basis of ril�,-cokir� �atior\al origin, religioo, Sljli:, �P, age, or any othet<_ �si:iimlnatlon stitute{�l. w� may apl)(y to the apl)licant,;:... ·,. .._ _ . ,:\___,. . _ Date 05. 2.7. 2..o2../ For questions, please contact the City of Troy's Eco nomic Development Coordinator at (518) 279-7412 or economic.development@troyny.gov Please return completed form to: Troy Local Development Corporation 433 River Street, Suite 5001 Troy, New York 12180 4  Chair Board Members Justin Nadeau Hon. Monica Kurzejeski Vice‐Chair Hon. Ken Zalewski Andy Ross Executive Director Steven Strichman July 16, 2021 Ekologic, Inc. Kathleen Tesnakis 184 4th Street Troy, New York 12180 Dear Ms. Tesnakis, The Troy Local Development Corporation (“TLDC”) proposes to grant the request by Ekologic, Inc. (the “Company”) for financial assistance under the following terms and conditions (“Term Sheet” or “Agreement”):  Purpose: Application fee for Grand Central Station Holiday Show and working capital to purchase materials, increase workforce and invest inventory for upcoming holiday season.  Amount: Ten thousand dollars ($10,000.00).  Estimated Monthly Payment: $435.50  Interest Rate: prime rate plus 1% - as of 07/13/21 rate would be 4.28%.  Maturity: 24 months  Repayment: Monthly payments of principal and interest based on a two (2) year amortization schedule.  Penalties: Five (5) percent of the monthly payment amount due if payment is more than fifteen (15) days late.  Security Required: Promissory Note, Loan Agreement, Security Agreement and Personal Guarantee from all equity owners of the Company.  Loan Closing and Disbursement of Proceeds: Loan Proceeds to be disbursed at closing to be used for application fee for Grand Central Station Holiday Market and working capital. Loan Closing will be scheduled within 30 days from the date the TLDC receives all documentation and preconditions listed below but not to exceed four months from the date of this Term Sheet.  TLDC Closing Costs: Company to pay all reasonable TLDC attorneys’ fees and all recording and filing costs.  Preconditions: o Submission of 2019 and 2020 tax returns for the Company and any other guarantors.  o Submission of Company Organizational Documents, including Articles of Organization, Operating Agreement, Good Standing Certificate and Authorizing Resolutions. o Submission of Documentary evidence of fire and liability insurance on locations of businesses. o Submission of details on all outstanding Company loans, subordination agreement(s) with other secured lenders. o Sign and return this Term Sheet to TLDC by, July 16, 2021.  Reporting: o Provide annual tax returns and financial statements within forty-five (45) days of December 31st. o Submission of an annual employment plan to the TLDC by February 15 of each year. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written. by: ______________________________________ date: _____________________ Kathleen Tesnakis, Ekologic, Inc. by: ______________________________________ date: _____________________ Steven Strichman, Troy LDC Executive Director  AUTHORIZING RESOLUTION (`e ko logic, Inc. – Loan Agreement) A regular meeting of the Troy Local Development Corporation was convened on July 16, 2021, at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 07/21 #1 RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION AUTHORIZING (i) THE ISSUANCE OF A $10,000 LOAN TO `E KO LOGIC, INC.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, `E KO LOGIC, INC. (the “Company”), has requested assistance from the Corporation in connection with a certain project (the “Project”) consisting of the use of working capital to (i) acquire business equipment, product materials, and marketing materials, and (ii) expand Company workforce and off-site retailing opportunities; and WHEREAS, in furtherance of the Project, the Company has requested financing from the Corporation in the form of a $10,000.00 Loan (the “Loan”) to assist the Company 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 Justin Nadeau [ ] [ ] [ ] [ ] Steven Strichman [ ] [ ] [ ] [ ] Hon. Kenneth Zalewski [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Monica Kurzejeski [ ] [ ] [ ] [ ] 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 16, 2021 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 16th day of July, 2021. Secretary [SEAL] 3 Thank you Monica. Hello Dylan and Denee! I'm adding Sara Kelley, our locations coordinator, to this thread. Sara will help process payment of the donation. We'd like to donate $10,000.00 to your programming. In order to do so we'll need the following: 1 - A Donation Letter sent to Heydey Productions stating receipt of the donation of $10,000. 2 - A completed w-9 form, attached here 3 - An ACH information form so we can send electronic payment. Due to covid, we've moved to a fully electronic payment method Please let us know if you have any questions. As Monica mentioned, we're looking to finalize all payments early next week. If we can receive the letter and forms from you at your earliest convenience, we'll process your payment right away. Sincerely, Lauri ____________ LAURI PITKUS LOCATION MANAGER, THE GILDED AGE  TROY LOCAL DEVELOPMENT CORPORATION COMMUNITY AND ECONOMIC DEVELOPMENT FUNDING AGREEMENT THIS COMMUNITY AND ECONOMIC DEVELOPMENT FUNDING AGREEMENT (hereinafter, the “Agreement”) is entered into by and between TROY LOCAL DEVELOPMENT CORPORATION (herein, “TLDC”), a charitable, not-for- profit local development corporation having an address of 433 River Street, 5th Floor, Troy, New York 12180 and TROY MUSIC ACADEMY, INC. (herein, “ACADEMY”), a domestic, business corporation having an address of 9 3rd Street, Troy, NY 12180. WITNESSETH: WHEREAS, pursuant to Sections 402 and 1411 of the Not-For-Profit Corporation Law (“N-PCL” or the “LDC Act”) of the State of New York, TLDC was established as a domestic, not-for-profit corporation on November 29, 1988, and thereafter reincorporated as a domestic, not-for-profit local development corporation pursuant to N-PCL Section 1411(h) pursuant to a certain Certificate of Reincorporation filed on April 5, 2010 (the “Certificate”), all for 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 TLDC has established a Community and Economic Development Funding Program (the “TLDC Program”) whereby the TLDC provides funding to certain projects, programs and organizations to undertake community and economic development programs within the City; and WHEREAS, the ACADEMY previously submitted a proposal to TLDC, dated July 13, 2021, requesting TLDC Program Funding in connection with a collaborative project, that includes sourcing, booking and paying local musicians to perform at participating bars/restaurants in the downtown neighborhood of Troy (collectively referred to as the “Project Area”), to be administered by the ACADEMY at the sole discretion of ACADEMY principal Lori Friday, which, taken together shall be hereinafter referred to as the “Project”. The Project, in accordance with TLDC’s and Academy’s shared goal of furthering economic development interests in Troy and the region, will coincide with the 2021 outdoor dining season from July – September and the Grant will assist in creating an exciting atmosphere to encourage tourism and shopping at downtown Troy businesses with live programming that further aligns with the strategic goals of the Summer Square program for which the source capital of this grant was provided to the TLDC by the Troy Capital Resource Corporation’s Board of Directors on or around March 18, 2021; and  WHEREAS, in furtherance of the Project, the ACADEMY will dedicate their efforts toward the Scope of Work, as defined herein, which will include the registration of the participating Performers within the Project Areas; and WHEREAS, pursuant to a TLDC authorizing resolution adopted March 19, 2021, the TLDC desires to provide ACADEMY with grant funding (the “Grant”, as defined herein) in furtherance of the Summer Square Project and in accordance with the terms and conditions set forth within this Agreement. ARTICLE I REPRESENTATIONS AND COVENANTS Section 1. Representations and Covenants of TLDC. TLDC makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Corporation is a duly established and existing charitable, not-for- profit, local development corporation organized pursuant to the LDC Act and pursuant to the LDC Act and the Certificate, the Corporation has the power to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. The Corporation has the authority to take the actions contemplated herein under the Act. (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of the LDC Act or of any corporate restriction or any agreement or instrument to which the TLDC is a party or by which it is bound, or will constitute default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the TLDC under the terms of any such instrument or agreement. (c) TLDC has been induced to enter into this Agreement by the undertaking of the ACADEMY to undertake the timely performance of the Scope of Work in furtherance of the Project. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of TLDC, threatened against or affecting TLDC, to which the TLDC is a party, and in which an adverse result would in any way diminish or adversely impact on TLDC’s ability to fulfill its obligations under this Agreement. Section 2. Representations and Covenants of the ACADEMY. ACADEMY makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) Pursuant to a certificate of incorporation filed with the New York Secretary of State on July 11, 2011, Troy Music Academy, Inc. is a duly formed and validly existing domestic business corporation of the State of New York with purposes and powers necessary to undertake the Scope of Work and the Project. The ACADEMY has duly authorized the execution and delivery of this Agreement. (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the ACADEMY is a party or by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of TLDC under the terms of any such instrument or agreement. (c) The Project-related activities of ACADEMY will conform with all applicable zoning, planning, building and environmental laws and regulations of governmental authorities having jurisdiction over the Scope of Work and Project, and ACADEMY shall defend, indemnify and hold TLDC harmless from any liability or expenses resulting from any failure by ACADEMY to comply with the provisions of this subsection (c). (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of ACADEMY, threatened against or affecting ACADEMY, to which the ACADEMY is a party, and in which an adverse result would in any way diminish or adversely impact on ACADEMY’s ability to fulfill its obligations under this Agreement. ARTICLE II SCOPE OF WORK SECTION ONE: SCOPE OF WORK TO BE UNDERTAKEN BY ACADEMY. In exchange for the Grant, ACADEMY will undertake the following Scope of Work Through this Agreement, TLDC agrees to fund TROY MUSIC ACADEMY, INC. with a grant in the amount of FIFTEEN THOUSAND DOLLARS ($15,000.00), for payments to be provided to individual performers and musicians who are hired by ACADEMY to provide live entertainment at participating venues throughout the downtown neighborhood during the outdoor dining summer season per the schedule provided below. The ACADEMY shall be responsible for administering the payments and overseeing all activities related to sourcing, booking and paying performers for their entertainment. Additionally, the ACADEMY shall reserve TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) from the grant award towards administrative costs, labor and other expenses related to the booking and payment of musical acts as described herein. Upon completion of the Program and following the depletion of the full $15,000 in grant funds, the ACADEMY shall provide TLDC with a breakdown of micro-grant recipients and any additional expenses or labor paid by the ACADEMY with the remaining funds. Weekly Schedule of potential performances: Friday evening – 2 locations (1 on Broadway/1 on 2nd Street) Saturday day – 2 locations unless the market comes up to the street again Saturday evening – 2 locations Sunday – Make it Upstate ARTICLE III DISBURSEMENT OF GRANT GRANT FUNDING TO BE PROVIDED BY TLDC Financial Consideration In consideration of the Scope of Work to be undertaken by the ACADEMY as described in Section One above, TLDC hereby agrees to provide ACADEMY with a Total of $15,000.00 in Grant Funding. The Grant will be disbursed by TLDC through an initial payment of $15,000 upon execution of this agreement to ACADEMY to underwrite the entirety of the cost incurred in completing their Scope of Work. ACADEMY warrants that they shall spend the full amount of grant funding along with their proposed scope of work for the project by October 31, 2021 and that all requested documentation of expenses and disbursements, as described in Article 2 above, shall be submitted to TLDC by no later than Nov 30, 2021.  IN WITNESS WHEREOF, TLDC and ACADEMY have caused this Agreement to be executed in their respective names, all as of the date first above written. TROY LOCAL DEVELOPMENT CORPORATION By: _______________________________ Name: Steven Strichman Title: Executive Director TROY MUSIC ACADEMY, INC. By: _______________________________ Name: Lori Friday Title: Owner  AUTHORIZING RESOLUTION (Future of Small Cities Institute, Inc.) A regular meeting of the Troy Local Development Corporation was convened on July 16, 2021, at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 07/16 #___ RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION AUTHORIZING THE ENGAGEMENT OF A PROGRAMMING AND EVENT CONSULTANT TO DESIGN AND MANAGE POP-UP EXHIBITIONS RELATED TO TROY-BASED PLANNING AND ECONOMIC DEVELOPMENT PROJECTS. 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, as a supporting organization of the City of Troy (the “City”), the Corporation desires to facilitate a proposed public/private project (the “Project”) involving a series of temporary exhibitions, host events and living urban lab civic lab space in downtown Troy as a precursor to a future permanent space to be located at 1 Monument Square, once constructed; and WHEREAS, the Corporation desires to assist with the final planning, design and engineering for the Project, including finalization of costs and funding roles to be played by public and private sector partners that will include with The Future of Small Cities Institute, RPI, Siemens and Hoboken Brownstone Company, the City, and others (the “Partners”), along with analysis for design, financing and construction of a future permanent Living Lab at 1 Monument Square; and WHEREAS, Future of Small Cities Institute, Inc. and their founder Reif Larsen have been involved in a pro-bono capacity on design and analysis work for the Project, and bring to the project significant preliminary design work that warrants engaging them as a sole-source vendor; and  WHEREAS, Siemens Corporation, has preliminarily awarded the TLDC’s proposal (attached) for a grant from the Siemens Empower Program in the amount of $15,000.00 to assist in the initial setup of the FOCUS Lab; and WHEREAS, it is contemplated that the Corporation will authorize the expenditure of up to $15,000.00 in Corporation funds to facilitate the planning, design, coordination, management and confirmation of funding sources and uses for the Project; and NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Corporation finds and determines that: (A) The Corporation has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the N-PCL and to exercise all powers granted to it under the Act; and (B) The Corporation has the authority to take the actions contemplated herein under the Act; and Section 2. The Corporation hereby authorizes the expenditure of up to $15,000 in furtherance of Project and the engagement of Future of Small Cities Institute, Inc. to provide consultant services for same. The Chairman, Vice Chairman, and/or Executive Director/Chief Executive Officer of the Corporation are hereby authorized, on behalf of the Authority, to execute, deliver the Consulting Agreement attached as Exhibit A, along with other related documents. 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 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 Authority. 2  Section 4. These Resolutions shall take effect immediately. Yea Nay Absent Abstain Justin Nadeau [ ] [ ] [ ] [ ] Hon. Ken Zalewski [ ] [ ] [ ] [ ] Hon. Monica Kurzejeski [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Steven Strichman [ ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. 3 EXHIBIT A 4 5 EXHIBIT B 6 7 EXHIBIT C 8 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 16, 2021 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 16th day of July, 2021. Secretary [SEAL] 9