Troy Local Development Corporation

Chair Board Members Jeff Betts Randy Coburn Hon. Tom Casey Vice-Chair Andy Ross Executive Director Seamus Donnelly Board of Directors Meeting City Hall Planning Dept. Conference Room 433 River Street, Suite 5001 Troy, NY 12180 SEPTEMBER 20, 2024 9:00 a.m. AGENDA I. Approval of Minutes from the August 16, 2024 Board Meeting. II. Staffing - Executive Director, Deputy Executive Director, Senior Project Manager & Acting Secretary III. New Business IV. Old Business 1. Geothermal Project Update 2. King Fuels Remediation Update 3. Community Business Improvement Grant a. 670 Pawling Ave – use of remaining grant funds b. 1818 Fifth Ave – increase grant amount to max amount V. Financials and Draft Budget Presentation VI. Adjournment  Regular Board Meeting Minutes August 16, 2024 9:00 a.m. BOARD MEMBERS PRESENT: Jeff Betts, Randy Coburn, Seamus Donnelly ABSENT: Hon. Tom Casey and Andy Ross ALSO IN ATTENDANCE: Justin Miller, Esq., Matt Jones, Max Freed, Deanna Dal Pos and D Denee Zeigler The regular board meeting was called to order at 9:14 a.m. I. Minutes R The board reviewed the minutes from the March 27, 2024 regular board meeting. T Motion to approve the March 27, 2024 regular board meetings minutes – Seamus Donnelly AF Seconded – Jeff Betts Approved II. Executive Director’s Report Staffing –Previously, the Planning Commissioner was the Executive Director. We are proposing some changes moving forward and creating some new staff positions. Seamus Donnelly will become the executive director, Randy Coburn will be deputy director, Denee Zeigler as acting secretary/economic development specialist and Andrew Kreshik will be project manager. We will work on fine tuning job descriptions and responsibilities. Mr. Miller advised we are not ready to talk about stipends, we can set the appointments with today’s board members. We can talk a look at the budgets to see what would work best. We would need the full board for a vote such as this. We can establish all the roles today. Motion to approve new roles: • Seamus Donnelly – Executive Director • Randy Coburn – Deputy Executive Director • Denee Zeigler – Acting Secretary • Andrew Kreshik – Project Manager Made by Randy Coburn. 1  Seconded – Jeff Bets Approved III. New Business No new business to discuss. IV. Old Business Geothermal Update – Mr. Coburn spoke about the project to date. There are many steps in process for this project. As an overview it consists of undertaking a feasibility analysis of setting up a bore field in Riverfront Park, working to creating leases with the city for establishing a pump station operated by National Grid, creating of an education center, both located within two city owned parcels, create a thermal loop which National Grid will use to distribute to off takers. The project area is a defined part of the downtown area undertaken as a pilot program under directive from the public service commission to National Grid. It will be the first of its kind in NYS because it is shared ownership with the city and LDC. The LDC would be the owner and operator of the bore field. Currently, we are working to get it through the SEQRA process and determine lead agency. We are proposing city council as lead agency and will present preliminary action on this during the August 22nd finance council meeting. Once lead agency is determined, the SEQRA process will be initiated. D Mr. Miller spoke additionally about the process moving forward and noted once intent for lead agency is declared, we will notify all interested parties. After 30 days the city can consider adopting neg declaration for the project. We will also be working to R create leases with the city for use of their properties. Mr. Miller noted that National Grid will be working to get approval from the Public Service Commission in January. If things go perfectly, construction could ideally begin in Spring. Mr. Donnelly asked about the $4 Million in funding from NYSERDA. Mr. Miller advised it is handled on a T reimbursement basis each time we reach a milestone. Mr. Betts asked about the reimbursement process. Mr. Miller advised a 30-day turnaround. Mrs. Zeigler noted it AF is submitted and reimbursed electronically. Mr. Donnelly noted that it has been a project happening for many years but is glad to see how far it has progressed since January. King Fuels Site – Mr. Miller noted that National Grid is making a lot of progress on the site, getting ready to move from phase one to phase two. He advised to move the cleanup to phase two; we will need to do some small cleanup of non-contaminated materials left on the site. Mr. Miller noted that some alternative plans were looked at to undertake the cleanup and it was determined the best route would be to get a sense of the labor needed to do the work and have the LDC pay directly. Mr. Donnelly asked about a timeframe for this. Mr. Miller advised it would be good to take care of by October 1st for them to move forward with the remediation. Mr. Donnelly asked about the timeframe for this. Mr. Miller advised phase one has been going on about a year and phase two should be similar. Phase three will be more intensive, but overall, it should only be another 24 months. Community Business Improvement Grants – Mrs. Zeiger provided a spreadsheet on the status of approved projects. A handful of projects wanted to come back for different reasons; one to access the remaining $3500 in matching funds, another one wanted to come back to increase their grant amount due to unforeseen issues and one with a tax related question. Mr. Donnelly advised that there may be an opportunity to add additional funds to this programming, which has been successful. Mrs. Zeigler noted that there were a handful of projects that came in at the very end of the year that were not reviewed. Mr. Coburn asked about the approval process. 2  Mrs. Zeigler noted that there was a committee who reviewed applications and then presented them to the full board for approvals. Mrs. Zeigler noted applicants will be contacted for a status update. Next month we can vote on the two projects that are asking for increases and possibly invite the applicants. V. Financials Mr. Jones went over the statement of financial position noting that as of July 31, 2024 our total assets stand at $3,773,021. He advised $310,568 in cash with $1,354,931 in liabilities, leaving a fund balance of $2,418,090. No significant changes to the statement of financial position. Mr. Jones went over the statement of activity for the month of July, noting a surplus of $75,139. The most significant source of revenue was from the Kings Common administrative fee and largest expense comes from accounting fees. Mr. Donnelly asked about the administrative fee section of the financials earlier in the meeting and it is noted here. Mr. Miller spoke about the line items where the split administrative fee is located and provided some additional background on the process of fee sharing with the IDA. Motion to approve the financials as presented – Seamus Donnelly VI. DSeconded – Jeff Betts Approved Adjournment R With no other items to discuss, the regular board meeting was adjourned at 9:56 a.m. T Motion to adjourn the regular board meeting at 9:56 a.m. – Randy Coburn Seconded – Jeff Betts AF Approved 3  Consultant Agreement This Agreement is made and entered into this 20th day of September 2024 by and between the TROY Local Development Corporation, a not-for-profit local development corporation of the State of New York whose address is 433 River Street, Suite 5001, Troy, New York 12180 (the “Client”) and Seamus Donnelly (herein, the “Consultant”), an individual having an address of XX XX Street, Troy, NY 12180. WHEREAS, the Troy Local Development Corporation (herein, the “TLDC”) 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, pursuant to and in accordance with the TLDC By-laws, the Board of Directors has appointed the Consultant to serve in the position of Executive Director of TLDC; and WHEREAS, TLDC and the Consultant desire to formalize the duties and compensation for the position of TLDC Executive Director, who shall serve as an independent contractor. NOW THEREFORE, in consideration of the above-mentioned premises and of the mutual covenants contained herein, the parties hereto agree as follows: Scope of Services: Together and in addition to the duties of Executive Director as set forth within the TLDC By- laws, the Consultant shall undertake the following tasks, with oversight and input from the TLDC Chairman and Board: • Oversee management of the TLDC to ensure all policies, programs, contracts, projects and other initiatives adopted by the Board are implemented.  • Serve as the chief liaison with the Board, the Troy business community and other public and private sector leaders and stakeholders responsible for achieving the development goals and objectives of the City of Troy. • Oversee strategic planning that incorporates performance indicators and is consistent with the Mission Statement of the TLDC and the implementation of an outreach program that carries its message to the local business community • Represent the TLDC professionally and ethically in front of clients, the public, elected officials, media and other government agencies; • Oversee and direct the management of the TLDC loan portfolio • Oversee and direct management of TLDC real estate holdings • Review and approve purchase orders and voucher payments • Other tasks which the Board deems a priority. Term of Appointment; Delivery of Services as Independent Contractor: The consultant services detailed above will commence on October 1, 2024 and, unless extended upon mutual consent, terminate on December 31, 2025, as may be extended by the TLDC Board. The compensation to be paid herein includes all of Consultant’s compensation including time, travel expenses, supplies, postage, telephone, and other similar expenses. The parties hereto mutually agree that the Base Fee to be paid hereunder shall be the exclusive remuneration of Consultant for the Scope of Services to be provided to TLDC herein and that any and all costs incurred by Consultant in furtherance of providing said Scope of Services shall be exclusively borne by Consultant without further reimbursement or remittance by the Client, unless as otherwise approved by TLDC in accordance with its policies. As an independent contractor, Consultant shall be responsible for all taxes and other benefits and nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between TLDC and Consultant. Payment by TLDC for services rendered under this Agreement evidences the Consultant’s acceptance of such status as independent contractor in accordance with the terms of this Agreement. The Consultant shall not make any claim, demand or application for any right or privilege applicable to an officer or employee of the TLDC, including, but not limited to worker's compensation coverage, unemployment insurance benefits, social security coverage, or retirement system membership or credit. Payment for Services: During the term of this agreement, payment of one thousand five hundred dollars ($1,250) per quarter will be made to the consultant upon receipt of a completed standard invoice and summary statement of the work performed for that quarter. It is anticipated and herein acknowledged that the actual workload will vary from one quarter to another. It is herein further acknowledged that said quarterly payment is all-inclusive and is not an employment agreement with concomitant entitlement to certain fringe benefits and/or other remuneration. Liability and Indemnification: As the appointed Executive Director of TLDC, the Consultant shall be eligible for and receive coverage under TLDC’s directors and officer’s liability policy. Termination of Services: The consultant services detailed above may be terminated by either party upon Thirty (30) days’ written notice. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. TROY LOCAL DEVELOPMENT CORPORATION __________________________________ By: Jeffrey Betts, Chairman SEAMUS DONNELLY ___________________________________  AUTHORIZING RESOLUTION (Appointment of Consultant – Chief Executive Officer and Executive Director) A regular meeting of the Troy Local Development Corporation was convened on September 20, 2024 at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 09/24 #1 RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION APPOINTING A CONSULTANT TO SERVE IN THE POSITION OF CHIEF EXECUTIVE OFFICER AND EXECUTIVE DIRECTOR 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 Corporation utilizes the services of certain staff members of the City of Troy (the “City”) to undertake Corporation programs and initiatives; and WHEREAS, the Corporation desires to appoint Seamus Donnelly (herein, the “Consultant”), to serve in the position of Chief Executive Officer and Executive Director of TLDC; and NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Corporation hereby appoints the consultant to the position of Chief Executive Officer and Executive Director of TLDC effective October 1, 2024 and, unless extended upon mutual consent, terminate on December 31, 2025, as may be extended by the TLDC Board. During the term of this agreement, payment of five thousand dollars ($5,000.00) per year will be made to the consultant upon receipt of a completed standard invoice and summary statement of the work performed for that year. It is anticipated and herein acknowledged that the actual workload will vary from one year to another. It is herein further acknowledged that said annual payment is all-inclusive and is not an employment agreement with concomitant entitlement to certain fringe benefits and/or other remuneration.  Section 2. As the appointed Chief Executive Officer and Executive Director of TLDC, the Consultant shall be eligible for and receive coverage under TLDC’s directors and officer’s liability policy. 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 Jeffrey Betts [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Seamus Donnelly [ ] [ ] [ ] [ ] Hon. Thomas Casey [ ] [ ] [ ] [ ] Randal Coburn [ ] [ ] [ ] [ ] 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 September 20, 2024 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 20th day of September 2024. Secretary [SEAL] 3 Exhibit A – Scope of Services Together and in addition to the duties of Executive Director as set forth within the TLDC By- laws, the Consultant shall undertake the following tasks, with oversight and input from the TLDC Chairman and Board: • Oversee management of the TLDC to ensure all policies, programs, contracts, projects and other initiatives adopted by the Board are implemented. • Serve as the chief liaison with the Board, the Troy business community and other public and private sector leaders and stakeholders responsible for achieving the development goals and objectives of the City of Troy. • Oversee strategic planning that incorporates performance indicators and is consistent with the Mission Statement of the TLDC and the implementation of an outreach program that carries its message to the local business community. • Represent the TLDC professionally and ethically in front of clients, the public, elected officials, media and other government agencies. • Oversee and direct the management of the TLDC loan portfolio. • Oversee and direct management of TLDC real estate holdings. • Review and approve purchase orders and voucher payments. • Other tasks which the Board deems a priority. 4  Consultant Agreement This Agreement is made and entered into this 20th day of September 2024 by and between the TROY Local Development Corporation, a not-for-profit local development corporation of the State of New York whose address is 433 River Street, Suite 5001, Troy, New York 12180 (the “Client”) and Randal Coburn (herein, the “Consultant”), an individual having an address of 55 Dunwoodie Rd., Glenmont, NY 12077. WHEREAS, the Troy Local Development Corporation (herein, the “TLDC”) 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, pursuant to and in accordance with the TLDC By-laws, the Board of Directors has appointed the Consultant to serve in the position of Deputy Executive Director of TLDC; and WHEREAS, TLDC and the Consultant desire to formalize the duties and compensation for the position of TLDC Deputy Executive Director, who shall serve as an independent contractor. NOW THEREFORE, in consideration of the above-mentioned premises and of the mutual covenants contained herein, the parties hereto agree as follows: Scope of Services: In accordance with Article V of the TLDC By-Laws and pursuant to Resolution 09/24 #2 authorizing a deputy executive director as an officer, the Consultant shall undertake the following tasks, with oversight and input from the TLDC Chairman and Board: ◦ Assist the Executive Director in overseeing management of the TLDC to ensure all policies, programs, contracts, projects and other initiatives adopted by the Board are implemented.  ◦ Assist the Executive Director in overseeing strategic planning that incorporates performance indicators and is consistent with the Mission Statement of the TLDC and the implementation of an outreach program that carries its message to the local business community ◦ Assist the Executive Director in overseeing and managing the TLDC loan portfolio ◦ Assist the Executive Director in overseeing and managing the TLDC real estate holdings ◦ Represent the TLDC professionally and ethically in front of clients, the public, elected officials, media and other government agencies; ◦ Review and recommend approval of purchase orders and voucher payments ◦ Other tasks which the Board or Chief Executive Officer deems a priority. Term of Appointment; Delivery of Services as Independent Contractor: The consultant services detailed above will commence on October 1, 2024 and, unless extended upon mutual consent, terminate on December 31, 2025, as may be extended by the TLDC Board. The compensation to be paid herein includes all of Consultant’s compensation including time, travel expenses, supplies, postage, telephone, and other similar expenses. The parties hereto mutually agree that the Base Fee to be paid hereunder shall be the exclusive remuneration of Consultant for the Scope of Services to be provided to TLDC herein and that any and all costs incurred by Consultant in furtherance of providing said Scope of Services shall be exclusively borne by Consultant without further reimbursement or remittance by the Client, unless as otherwise approved by TLDC in accordance with its policies. As an independent contractor, Consultant shall be responsible for all taxes and other benefits and nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between TLDC and Consultant. Payment by TLDC for services rendered under this Agreement evidences the Consultant’s acceptance of such status as independent contractor in accordance with the terms of this Agreement. The Consultant shall not make any claim, demand or application for any right or privilege applicable to an officer or employee of the TLDC, including, but not limited to worker's compensation coverage, unemployment insurance benefits, social security coverage, or retirement system membership or credit. Payment for Services: During the term of this agreement, payment of four thousand dollars ($1,000.00 per quarter) will be made to the consultant upon receipt of a completed standard invoice and summary statement of the work performed for that quarter. It is anticipated and herein acknowledged that the actual workload will vary from one quarter to another. It is herein further acknowledged that said quarterly payment is all-inclusive and is not an employment agreement with concomitant entitlement to certain fringe benefits and/or other remuneration. Liability and Indemnification: As the appointed Deputy Executive Director of TLDC, the Consultant shall be eligible for and receive coverage under TLDC’s directors and officer’s liability policy. Termination of Services: The consultant services detailed above may be terminated by either party upon Thirty (30) days’ written notice. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. TROY LOCAL DEVELOPMENT CORPORATION __________________________________ By: Jeffrey Betts, Chairman RANDAL COBURN ___________________________________  AUTHORIZING RESOLUTION (Appointment of Consultant – Deputy Executive Director) A regular meeting of the Troy Local Development Corporation was convened on September 20, 2024 at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 09/24 #2 RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION APPOINTING A CONSULTANT TO SERVE IN THE POSITION OF DEPUTY EXECUTIVE DIRECTOR 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 Corporation utilizes the services of certain staff members of the City of Troy (the “City”) to undertake Corporation programs and initiatives; and WHEREAS, the Corporation desires to appoint Randal Coburn (herein, the “Consultant”), to serve in the position of Deputy Executive Director of TLDC; and NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Corporation hereby appoints the consultant to the position of Deputy Executive Director of TLDC effective September 20, 2024 and, unless extended upon mutual consent, terminate on December 31, 2025, as may be extended by the TLDC Board. During the term of this agreement, payment of four thousand dollars ($4,000.00) per year will be made to the consultant upon receipt of a completed standard invoice and summary statement of the work performed for that year. It is anticipated and herein acknowledged that the actual workload will vary from one year to another. It is herein further acknowledged that said annual payment is all-inclusive and is not an employment agreement with concomitant entitlement to certain fringe benefits and/or other remuneration. Section 2. As the appointed Deputy Executive Director of TLDC, the Consultant shall be eligible for and receive coverage under TLDC’s directors and officer’s liability policy.  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 Jeffrey Betts [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Seamus Donnelly [ ] [ ] [ ] [ ] Hon. Thomas Casey [ ] [ ] [ ] [ ] Randal Coburn [ ] [ ] [ ] [ ] 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 September 20, 2024 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 20th day of September 2024. Secretary [SEAL] 3 Exhibit A – Scope of Services Together and in addition to the duties of Deputy Executive Director as set forth within the TLDC By-laws, the Consultant shall undertake the following tasks, with oversight and input from the TLDC Chairman and Board: ◦ Assist the Executive Director in overseeing management of the TLDC to ensure all policies, programs, contracts, projects and other initiatives adopted by the Board are implemented. ◦ Assist the Executive Director in overseeing strategic planning that incorporates performance indicators and is consistent with the Mission Statement of the TLDC and the implementation of an outreach program that carries its message to the local business community ◦ Assist the Executive Director in overseeing and managing the TLDC loan portfolio ◦ Assist the Executive Director in overseeing and managing the TLDC real estate holdings ◦ Represent the TLDC professionally and ethically in front of clients, the public, elected officials, media and other government agencies; ◦ Review and recommend approval of purchase orders and voucher payments ◦ Other tasks which the Board or Chief Executive Officer deems a priority. 4  Consultant Agreement This Agreement is made and entered into this 20th day of September 2024 by and between the TROY Local Development Corporation, a not-for-profit local development corporation of the State of New York whose address is 433 River Street, Suite 5001, Troy, New York 12180 (the “Client”) and Andrew Kreshik (herein, the “Consultant”), an individual having an address of 190 Lape Road, Rensselaer, NY 12144. WHEREAS, the Troy Local Development Corporation (herein, the “TLDC”) 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, pursuant to and in accordance with the TLDC By-laws, the Board of Directors has appointed the Consultant to serve in the position of Senior Project Manager of TLDC; and WHEREAS, TLDC and the Consultant desire to formalize the duties and compensation for the position of TLDC Senior Project Manager, who shall serve as an independent contractor. NOW THEREFORE, in consideration of the above-mentioned premises and of the mutual covenants contained herein, the parties hereto agree as follows: Scope of Services: In accordance with Article V of the TLDC By-Laws and pursuant to Resolution 09/24 #3 authorizing a consulting agreement with a Senior Project Manager, the Consultant shall undertake the following tasks, with oversight and input from the TLDC Chairman and Board: • Active TLDC projects –with TLDC counsel review said projects to determine compliance with the project terms, including payment of ongoing fees, job generation reports and other reporting and performance requirements. Ensure the records for each of these projects is complete, and outline for Board review any follow up actions that may be necessary and appropriate  • Serve as liaison with contractors and consultants hired by the LDC for an assigned project to assist with contract questions and oversee the contractor or consultant to ensure the scope of work is completed in accordance with the terms of the contract. • Participate in budget planning and expense monitoring activities; • Represent the TLDC professionally and ethically in front of clients, the public, elected officials, media and other government agencies; • Review and recommend to the Chief Executive Officer approval of purchase orders and voucher payments; and • Other tasks which the Board or Chief Executive Officer deems a priority. Term of Appointment; Delivery of Services as Independent Contractor: The consultant services detailed above will commence on October 1, 2024 and, unless extended upon mutual consent, terminate on December 31, 2025, as may be extended by the TLDC Board. The compensation to be paid herein includes all of Consultant’s compensation including time, travel expenses, supplies, postage, telephone, and other similar expenses. The parties hereto mutually agree that the Base Fee to be paid hereunder shall be the exclusive remuneration of Consultant for the Scope of Services to be provided to TLDC herein and that any and all costs incurred by Consultant in furtherance of providing said Scope of Services shall be exclusively borne by Consultant without further reimbursement or remittance by the Client, unless as otherwise approved by TLDC in accordance with its policies. As an independent contractor, Consultant shall be responsible for all taxes and other benefits and nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between TLDC and Consultant. Payment by TLDC for services rendered under this Agreement evidences the Consultant’s acceptance of such status as independent contractor in accordance with the terms of this Agreement. The Consultant shall not make any claim, demand or application for any right or privilege applicable to an officer or employee of the TLDC, including, but not limited to worker's compensation coverage, unemployment insurance benefits, social security coverage, or retirement system membership or credit. Payment for Services: During the term of this agreement, payment of three thousand dollars ($750.00) per quarter will be made to the consultant upon receipt of a completed standard invoice and summary statement of the work performed for that quarter. It is anticipated and herein acknowledged that the actual workload will vary from one quarter to another. It is herein further acknowledged that said quarterly payment is all-inclusive and is not an employment agreement with concomitant entitlement to certain fringe benefits and/or other remuneration. Liability and Indemnification: As the appointed Senior Project Manager of TLDC, the Consultant shall be eligible for and receive coverage under TLDC’s directors and officer’s liability policy. Termination of Services: The consultant services detailed above may be terminated by either party upon Thirty (30) days’ written notice. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. TROY LOCAL DEVELOPMENT CORPORATION __________________________________ By: Jeffrey Betts, Chairman ANDREW KRESHIK ___________________________________  AUTHORIZING RESOLUTION (Appointment of Consultant – Senior Project Manager) A regular meeting of the Troy Local Development Corporation was convened on September 20, 2024 at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 09/24 #3 RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION APPOINTING A CONSULTANT TO SERVE IN THE POSITION OF SENIOR PROJECT MANAGER 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 Corporation utilizes the services of certain staff members of the City of Troy (the “City”) to undertake Corporation programs and initiatives; and WHEREAS, the Corporation desires to appoint Anderw Kreshik (herein, the “Consultant”), to serve in the position of Senior Project Manager of TLDC; and NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Corporation hereby appoints the consultant to the position of Sr. Project Manager of TLDC effective October 1, 2024 and, unless extended upon mutual consent, terminate on December 31, 2025, as may be extended by the TLDC Board. During the term of this agreement, payment of three thousand dollars ($3,000.00) per year will be made to the consultant upon receipt of a completed standard invoice and summary statement of the work performed for that year. It is anticipated and herein acknowledged that the actual workload will vary from one year to another. It is herein further acknowledged that said annual payment is all- inclusive and is not an employment agreement with concomitant entitlement to certain fringe benefits and/or other remuneration. Section 2. As the appointed Sr. Project Manager of TLDC, the Consultant shall be eligible for and receive coverage under TLDC’s directors and officer’s liability policy.  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 Jeffrey Betts [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Seamus Donnelly [ ] [ ] [ ] [ ] Hon. Thomas Casey [ ] [ ] [ ] [ ] Randal Coburn [ ] [ ] [ ] [ ] 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 September 20, 2024 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 20th day of September 2024. Secretary [SEAL] 3 Exhibit A. Scope of Services In accordance with Article V of the TLDC By-Laws and pursuant to Resolution 09/24 #3 authorizing a consulting agreement with a Senior Project Manager, the Consultant shall undertake the following tasks, with oversight and input from the TLDC Chairman and Board: • Active TLDC projects –with TLDC counsel review said projects to determine compliance with the project terms, including payment of ongoing fees, job generation reports and other reporting and performance requirements. Ensure the records for each of these projects is complete, and outline for Board review any follow up actions that may be necessary and appropriate • Serve as liaison with contractors and consultants hired by the LDC for an assigned project to assist with contract questions and oversee the contractor or consultant to ensure the scope of work is completed in accordance with the terms of the contract. • Participate in budget planning and expense monitoring activities; • Represent the TLDC professionally and ethically in front of clients, the public, elected officials, media and other government agencies; • Review and recommend to the Chief Executive Officer approval of purchase orders and voucher payments; and • Other tasks which the Board or Chief Executive Officer deems a priority. 4  Consultant Agreement This Agreement is made and entered into this 20th day of September 20, 2024 by and between the TROY Local Development Corporation, a not-for-profit local development corporation of the State of New York whose address is 433 River Street, Suite 5001, Troy, New York 12180 (the “Client”) and Denee Zeigler (herein, the “Consultant”), an individual having an address of 716 4th Avenue, Troy, NY 12182. WHEREAS, the Troy Local Development Corporation (herein, the “TLDC”) 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, pursuant to and in accordance with the TLDC By-laws, the Board of Directors has appointed the Consultant to serve in the position of Acting Secretary of TLDC; and WHEREAS, TLDC and the Consultant desire to formalize the duties and compensation for the position of TLDC Acting Secretary, who shall serve as an independent contractor. NOW THEREFORE, in consideration of the above-mentioned premises and of the mutual covenants contained herein, the parties hereto agree as follows: Scope of Services: Together and in addition to the duties of Acting Secretary as set forth within the TLDC By-laws In accordance with Article V of the TLDC By-laws, the Consultant shall undertake the following tasks, with oversight and input from the TLDC Chairman and Board: • Working in conjunction with the TLDC CFO, fulfill annual reporting requirements of the New York State Comptroller’s Office and other state and federal agencies as required; • Assist in compiling data to be provided to the outside audit firm necessary to complete the annual audit;  • Participate in budget planning and expense monitoring activities • Represent the TLDC professionally and ethically in front of clients, the public, elected officials, media and other government agencies; • Review and recommend to the CEO approval of purchase orders and voucher payments; • Prepare meeting agendas and information packets for the Board in consultation with the Chairman; • Prepare meeting minutes; • Maintain the secure room in City Hall where TLDC records are filed and a part time office maintained; and • Other tasks which the Board or Chief Executive Officer deems a priority. Term of Appointment; Delivery of Services as Independent Contractor: The consultant services detailed above will commence on October 1, 2024 and, unless extended upon mutual consent, terminate on December 31, 2025, as may be extended by the TLDC Board. The compensation to be paid herein includes all of Consultant’s compensation including time, travel expenses, supplies, postage, telephone, and other similar expenses. The parties hereto mutually agree that the Base Fee to be paid hereunder shall be the exclusive remuneration of Consultant for the Scope of Services to be provided to TLDC herein and that any and all costs incurred by Consultant in furtherance of providing said Scope of Services shall be exclusively borne by Consultant without further reimbursement or remittance by the Client, unless as otherwise approved by TLDC in accordance with its policies. As an independent contractor, Consultant shall be responsible for all taxes and other benefits and nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between TLDC and Consultant. Payment by TLDC for services rendered under this Agreement evidences the Consultant’s acceptance of such status as independent contractor in accordance with the terms of this Agreement. The Consultant shall not make any claim, demand or application for any right or privilege applicable to an officer or employee of the TLDC, including, but not limited to worker's compensation coverage, unemployment insurance benefits, social security coverage, or retirement system membership or credit. Payment for Services: During the term of this agreement, payment of three thousand dollars ($750.00) per quarter will be made to the consultant upon receipt of a completed standard invoice and summary statement of the work performed for that quarter. It is anticipated and herein acknowledged that the actual workload will vary from one quarter to another. It is herein further acknowledged that said quarterly payment is all-inclusive and is not an employment agreement with concomitant entitlement to certain fringe benefits and/or other remuneration. Liability and Indemnification: As the appointed Deputy Executive Director of TLDC, the Consultant shall be eligible for and receive coverage under TLDC’s directors and officer’s liability policy. Termination of Services: The consultant services detailed above may be terminated by either party upon Thirty (30) days’ written notice. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. TROY LOCAL DEVELOPMENT CORPORATION __________________________________ By: Jeffrey Betts, Chairman DENEE ZEIGLER ___________________________________  AUTHORIZING RESOLUTION (Appointment of Consultant – Acting Secretary) A regular meeting of the Troy Local Development Corporation was convened on September 20, 2024 at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 09/24 #4 RESOLUTION OF THE TROY LOCAL DEVELOPMENT CORPORATION APPOINTING A CONSULTANT TO SERVE IN THE POSITION OF ACTING SECRETARY 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 Corporation utilizes the services of certain staff members of the City of Troy (the “City”) to undertake Corporation programs and initiatives; and WHEREAS, the Corporation desires to appoint Denee Zeigler (herein, the “Consultant”), to serve in the position of Acting Secretary of TLDC; and NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. The Corporation hereby appoints the consultant to the position of Acting Secretary of TLDC effective October 1, 2024 and, unless extended upon mutual consent, terminate on December 31, 2025, as may be extended by the TLDC Board. During the term of this agreement, payment of three thousand dollars ($3,000.00) per year will be made to the consultant upon receipt of a completed standard invoice and summary statement of the work performed for that year. It is anticipated and herein acknowledged that the actual workload will vary from one year to another. It is herein further acknowledged that said annual payment is all- inclusive and is not an employment agreement with concomitant entitlement to certain fringe benefits and/or other remuneration. Section 2. As the appointed Acting Secretary of TLDC, the Consultant shall be eligible for and receive coverage under TLDC’s directors and officer’s liability policy.  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 Jeffrey Betts [ ] [ ] [ ] [ ] Andrew Ross [ ] [ ] [ ] [ ] Seamus Donnelly [ ] [ ] [ ] [ ] Hon. Thomas Casey [ ] [ ] [ ] [ ] Randal Coburn [ ] [ ] [ ] [ ] 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 September 20, 2024 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 20th day of September 2024. Secretary [SEAL] 3 Scope of Services: Together and in addition to the duties of Acting Secretary as set forth within the TLDC By-laws In accordance with Article V of the TLDC By-laws, the Consultant shall undertake the following tasks, with oversight and input from the TLDC Chairman and Board: • Working in conjunction with the TLDC CFO, fulfill annual reporting requirements of the New York State Comptroller’s Office and other state and federal agencies as required; • Assist in compiling data to be provided to the outside audit firm necessary to complete the annual audit; • Participate in budget planning and expense monitoring activities • Represent the TLDC professionally and ethically in front of clients, the public, elected officials, media and other government agencies; • Review and recommend to the CEO approval of purchase orders and voucher payments; • Prepare meeting agendas and information packets for the Board in consultation with the Chairman; • Prepare meeting minutes; • Maintain the secure room in City Hall where TLDC records are filed and a part time office maintained; and • Other tasks which the Board or Chief Executive Officer deems a priority; Exhibit A – Scope of Services Together and in addition to the duties of Acting Secretary as set forth within the TLDC By-laws, the Consultant shall undertake the following tasks, with oversight and input from the TLDC Chairman, Vice Chair, and Executive Director: • Attend all TLDC Board meetings, take detailed notes of the meetings, prepares and distributes minutes for review 7 days prior to the monthly meeting • Attend Agenda /Planning meetings and prepare meeting agenda and materials for distribution (electronically), prepare Board member packets for each monthly meeting and send monthly public notice to newspaper. • Send out correspondence for TLDC; receives and distributes mail and other correspondence, handles phone inquiries and forwards as appropriate • Annually request and assemble project information from all TLDC beneficiaries. 4 • Prepare welcome binder for all new TLDC members • Prepare payment vouchers on a timely basis for all submitted invoices • Assist Executive Director with duties to comply with FOIL Requests • Maintain training and attendance records for each Board member • Maintenance of the TLDC website; posting information to the website in a timely manner. • Provide assistance to Board members and staff as needed • Maintenance of TLDC file room – maintains physical documents and arranges for documents to be scanned for electronic back up • Ensures that all TLDC documents are saved on the City Hall server and are categorized for easy retrieval 5