Troy Local Development Corporation

Chair Executive Director Seamus Donnelly Vice-Chair Board Member Andy Ross Hon. Noreen McKee Joseph Mazzariello Regular Board Meeting City Hall Planning Dept. Conference Room 433 River Street, Suite 5001 Troy, NY 12180 July 17, 2026 9:00 a.m. AGENDA I. Minutes – May 1, 2026 II. Old Business 1. Proctor’s Redevelopment - Project Update 2. King Fuels Redevelopment - Project Update III. New Business IV. Adjournment  Special Board Meeting Minutes May 1, 2026 9:00 a.m. BOARD MEMBERS PRESENT: Seamus Donnelly, Hon. Noreen McKee and Andy Ross ABSENT: D ALSO IN ATTENDANCE: Justin Miller, Esq., Matt Jones, Luke Valachovic, Chris Stephens, Liam Rowland, Tyler Fane, Chuck Pfundi, Hon. Greg Campbell-Cohen, Deanna Dal Pos, John Kane (via Zoom) and Denee Zeigler. John Kane (via Zoom) and Denee Zeigler. R The special board meeting was called to order at 9:14 a.m. immediately following the audit & finance committee meeting. I. Minutes T The April 17, 2026 board meeting minutes were reviewed. AF Seamus Donnelly made a motion to approve the April 17, 2026 minutes. Hon. Noreen McKee seconded the motion, motion carried. II. Annual Resolution Mr. Miller gave an overview of the items in the annual meeting resolution tabled at our April meeting. We have worked with Wojeski to resolve the findings in the audit and the investment and property disposition policies. As a result, we were able to resolve one major finding that will adjust reports going back to 2024 and make necessary updates to our bylaws. Mr. Miller noted that the post issuance compliance resolution, by laws and the unqualified audit are all being presented to the board today for adoption. Ms. McKee asked for clarification of her role as treasurer. Mr. Miller noted that CFO for Hire handles much of the fiscal reporting as CFO and we will add language to provide additional insight. Mr. Donnelly advised that quarterly check-ins should be done to provide a more in-depth overview of the finances. (See attached Resolution 05/26 #1) Seamus Donnelly made a motion to approve Sections 2 and 3 of the Annual Meeting Resolution. Hon. Noreen McKee seconded the motion, motion carried. III. Executive Directors Report 1  Proctor’s Filming – Mr. Donnelly advised that a previous meeting we approved entering into an agreement with Don Rittner to do a documentary film about the Proctor’s redevelopment. The language said that the LDC was to be used as a pass- through entity, but he is asking that funds from donors go directly to him. Mr. Miller noted that we can amend what was being worked on to be a simple license agreement. Mr. Donnelly explained we will have language in the agreement that allows us to view the final product before it is released. Insurance requirements will also be in place. Seamus Donnelly made a motion to amend the prior authorization to allow a license agreement to be extended but not include any donation or funding process. Hon. Noreen McKee seconded the motion, motion carried. Bylaw Amendments – Mr. Donnelly proposed an amendment to Article II, Section 1. (c) of the bylaws. Currently is states the City Commissioner of Planning is to serve ex officio. The update will correct the title to read Commissioner of Planning and Economic Development and add that in absence of that position, the Commissioner of General Services will serve as ex-officio until such time the position is filled. An amendment to the language in Section 1 regarding the term provision is also D proposed. The suggested update would reflect that board members’ terms will be held over and they will serve until the mayor makes a new appointment. The board had a discussion to clarify the language changes. R Seamus Donnelly made a motion to make the discussed updates to Article II, Section 1. (c) and to the term provisions located at the end of Section 1. Andy Ross seconded. Hon. Noreen McKee opposed, motion carried. T Small Business Grant – Round 2 – Mr. Donnelly spoke about the final list of grant AF applications that were reviewed. He noted they were evaluated based on readiness, proximity to other projects to amplify the impact and where they were located within the city. It was important to ensure that all areas of the city were represented. Mr. Donnelly provided some background on the program to date. The ARPA funds were received from the city. He noted $800K of the funds were successfully committed and funds for round 2 represent the remaining $200K. The award amounts were modified slightly to ensure projects could be easily completed but still make an impact. Hon. Noreen McKee asked what would happen if a business that received funds closed. Mr. Donnelly explained that there are recapture provisions in place if a business closes within 5 years of receiving the funds. Seamus Donnelly made a motion to approve the final list of applicants as presented. Andy Ross seconded, motion carried. IV. New Business King Fuels LOI –Mr. Donnelly talked about the background of the King Fuels project and explained the significance of taking this step as well as the location on the waterfront. Chuck Pfundi spoke on behalf of the project and shared a map with the board. He noted there were many factors, such as the moving of the salt pile and working with other companies along the southern waterfront to create a master plan for an economic development hub. Tyler Fane added that this plan fits in with what the comprehensive plan moving the industry south opening more areas for 2  residential. Ms McKee asked about the ownership of the area that would be developed as residential. Mr. Fane advised their companies currently own the site. Mr. Donnelly advised if we would like to talk about the potential sale price of the site, we should discuss it in executive session. The board discussed the current zoning of the site and the challenges. Mr. Fane noted they are Troy people and not another entity coming in from another area. We are excited to be able to redevelop this portion of the waterfront with light industrial use. Mr. Pfundi added that this is the beginning of bringing these sites back, but there is a lot of work to do with remediation and clean-up at the northern parcels and Sperry Warehouse sites Seamus Donnelly made a motion at 10:14 a.m. to adjourn into executive session to discuss the proposed acquisition, sale, lease of real property that would substantially affect value. Hon. Noreen Mckee seconded the motion, motion carried. Seamus Donnelly made a motion to adjourn executive session at 10:45 a.m. Hon. Noreen McKee seconded the motion, motion carried. The board returned from executive session with no action taken. Mr. Donnelly thanked them for the presentation. Ms. McKee noted one update needed in the LOI. Mr. Miller noted he will make the update to show 6/30. DSeamus Donnelly made a motion to accept the letter of intent with Troy Materials Group, LLC as amended with current dates. Andy Ross seconded. V. R Hon. Noreen McKee opposed, motion carried. Adjournment T The board meeting was adjourned at 10:49 a.m. AF Seamus Donnelly made a motion to adjourn the board meeting at 10:49 a.m. Hon. Noreen McKee seconded the motion, motion carried. 3  ANNUAL MEETING RESOLUTIONS A regular meeting of the Troy Local Development Corporation was convened on April 17, 2026 at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 05/26 #1 ANNUAL MEETING RESOLUTIONS OF THE TROY LOCAL DEVELOPMENT CORPORATION (i) ACCEPTING THE CORPORATION AUDIT FOR FISCAL YEAR 2025, (ii) ADOPTING AND RE-ADOPTING CERTAIN REPORTS, POLICIES, STANDARDS AND PROCEDURES RELATING TO THE PUBLIC AUTHORITIES ACCOUNTABILITY ACT OF 2005, AS AMENDED BY CHAPTER 506 OF THE LAWS OF 2009 OF THE STATE OF NEW YORK, (iii) ELECTING BOARD OFFICERS; (iv) APPOINTING BOARD COMMITTEE POSITIONS; (iv) RE-APPOINTING CORPORATION STAFF, AND (v) RELATED MATTERS D 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 R 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 T retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and AF WHEREAS, pursuant to the Certificate and Section 2 of the Public Authorities Law (“PAL”) of the State, the provisions of the Public Authorities Accountability Act of 2005, as amended by Chapter 506 of the Laws of 2009 of the State of New York (“PAAA”) the Corporation constitutes a “local authority”; and WHEREAS, pursuant to and in accordance with PAAA and the By-laws of the Corporation, the Board desires to conduct its annual meeting, whereat the Corporation shall (i) review and approve the Annual Audit for Fiscal Year 2025; and (ii) adopt and readopt certain policies, standards and procedures pursuant to and in accordance with PAAA; and WHEREAS, pursuant to and in accordance with the By-laws of the Corporation, the Board further desires to (i) elect Board Officers; (ii) establish committee memberships; (iii) re- appoint Corporation staff; and (iv) authorize related matters. NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF THE TROY LOCAL DEVELOPMENT CORPORATION AS FOLLOWS: Section 1. Pursuant to PAAA and PARA, the Corporation has reviewed the Mission Statement and Performance Measures and the Corporation hereby determines that no changes are required to the Mission Statement and Performance Measures and that the same is hereby approved. Section 2. Pursuant to PAAA and PARA, the Corporation has reviewed the Investment Policy and Disposition of Property Policy and the Corporation hereby determines that no changes are required and that both policies are hereby re-adopted and approved. Section 3. The Corporation has reviewed, and upon recommendation by the Audit and Finance Committee, does hereby approve and accept the Annual Audit of the Corporation for Fiscal Year 2025 as prepared and presented by Wojeski & Co. CPAS, P.C. Section 4. Annual Officer Election. Upon motion, second and board roll call vote, the following individuals are duly appointed to serve in the respective Officer Positions in accordance with the By-laws of the Corporation for the period January 1, 2026 through December 31, 2026: Vacant, Chair Andy Ross, Vice Chair Noreen McKee, Treasurer D Noreen McKee, Secretary All Directors of the Corporation shall participate in such required annual and continuing R training as may be required to remain informed of best practices, regulatory and statutory changes relating to the effective oversight of the management and financial activities of public authorities and to adhere to the highest standards of responsible governance. Further, each Director shall execute (i) a Certification of No Conflict of Interest (ii) an Acknowledgement of T Fiduciary Duties and Responsibilities. AF Section 5. Audit and Finance Committee. Pursuant to subdivision 4 of Section 2824 of the PAL, and in accordance with the By-laws of the Corporation, the following Directors are nominated and confirmed to serve on the Audit and Finance Committee of the Corporation for the period January 1, 2026 through December 31, 2026: Committee of the whole. The Audit and Finance Committee shall perform the functions as described in the By- Laws. Section 6. Governance Committee. Pursuant to subdivision 7 of Section 2824 of the PAL, and in accordance with the By-laws of the Corporation, the following Directors are nominated and confirmed to serve on the Governance Committee of the Corporation for the period January 1, 2026 through December 31, 2026: Committee of the whole. The Governance Committee shall perform the functions as described in the By-Laws. 2  Section 7. Appointment of Staff. Pursuant to and in accordance with the By-laws of the Corporation, the Directors of the Corporation hereby ratify the appointment of the following individuals to serve as at will employees in the following appointed positions: Seamus Donnelly, Executive Director and Chief Executive Officer Denee Zeigler, Acting Secretary Andrew Kreshik, Project Manager The foregoing officers shall enter upon the discharge of their duties as provided in the By-Laws of the Corporation. The Corporation further authorizes the extension of the Consulting Services Agreement with the Corporation’s Executive Director. The Board hereby designates the Executive Director as the Corporation’s FOIL Officer and Contracting Officer. The Chairman shall serve as the FOIL Appeals Officer of the Corporation. Section 8. The Corporation hereby authorizes and approves the 2024 Annual Report to be filed with (i) the New York State Authority Budget Office via the Public Authorities Reporting Information System, and (ii) the appropriate local officials. Section 9. That the budget for fiscal year ending December 31, 2026 and the D proposed budgets for fiscal years ending December 31, 2027 through December 31, 2029 attached hereto, are hereby approved and the Corporation ratifies the actions of the officers and directors consistent with each such budget and any payments made thereunder prior to the date of this meeting. R Section 10. 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 T 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 AF 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 11. These Resolutions shall take effect immediately. The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows: Yea Nea Absent Abstain [ ] [ ] [ ] [ ] Andrew Ross [ X ] [ ] [ ] [ ] Seamus Donnelly [ X ] [ ] [ ] [ ] Hon. Noreen McKee [ X ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. 3  T AF R D