City of Albany Capital Resource Corporation 21 Lodge Street Albany, New York 12207 Telephone: (518) 4342532 Fax: (518) 4349846 Tracy Metzger, Chair Susan Pedo, Vice Chair Darius Shahinfar, Treasurer Lee Eck, Assistant Secretary Robert Schofield Dominick Calsolaro Sarah Reginelli, Chief Executive Officer Mark Opalka, Chief Financial Officer William Kelly, Agency Counsel To: Tracy Metzger Sarah Reginelli Date: November 10, 2017 Darius Shahinfar Mark Opalka Susan Pedo William Kelly Dominick Calsolaro Joe Scott Lee Eck Joe Landy Robert Schofield Andy Corcione Chantel Burnash CRC REGULAR MEETING AGENDA A Regular Board Meeting of the City of Albany Capital Resource Corporation Board will be held on Thursday, November 16 th, 2017 at 5:30 PM at 21 Lodge Street, Albany, NY 12207 (Large Conference Room). Roll Call Reading of Minutes of the Regular Board Meeting of October 19, 2017 Approval of Minutes of the Regular Board Meeting of October 19, 2017 Report of Chief Financial Officer A. Financial Report Unfinished Business New Business A. St. Peter s Hospital of the City of Albany Public Hearing Resolution B. Capital Resource Corporation Resolution Regarding Approval of Proposed Amendment to the Certificate of Incorporation of City of Albany Capital Resource Corporation C. Committee Appointments Other Business A. Capitalize Albany Corporation Report B. Corporation Update Adjournment The next regularly scheduled Board Meeting will be held on Thursday, December 21, 2017 at 21 Lodge Street, Albany, NY. Please check the website www.albanyida.com for updated meeting information.
City of Albany Capital Resource Corporation 21 Lodge Street Albany, New York 12207 Telephone: (518) 4342532 Fax: (518) 4349846 Tracy Metzger, Chair Susan Pedo, Vice Chair Darius Shahinfar, Treasurer Lee Eck, Assistant Secretary Dominick Calsolaro Robert Schofield Sarah Reginelli, Chief Executive Officer Mark Opalka, Chief Financial Officer William Kelly, Agency Counsel CRC MINUTES OF THE REGULAR BOARD MEETING Thursday, October 19, 2017 Attending: Absent: Also Present: Tracy Metzger, Darius Shahinfar, Robert Schofield, and Dominick Calsolaro Lee Eck and Susan Pedo Joseph Scott, Bill Kelly, Mark Opalka, Joe Landy, Andy Corcione, Mike Bohne, Ashley Mohl and Chantel Burnash Chair Tracy Metzger called the regular meeting of the CRC to order at 5:34 PM. Roll Call Chair Tracy Metzger reported that all Board members were present, with the exception of Lee Eck and Susan Pedo. Reading of Minutes of the Regular Meeting of September 21, 2017 Since the minutes of the previous meeting had been distributed to Board members in advance for review, Chair Tracy Metzger made a proposal to dispense with the reading of the minutes. Approval of Minutes of the Regular Meeting of September 21, 2017 Chair Tracy Metzger made a proposal to approve the minutes of the regular Board meeting of September 21, 2017 as presented. A motion to accept the minutes, as presented, was made by Darius Shahinfar and seconded by Dominick Calsolaro. A vote being taken, the minutes were accepted unanimously. Report of Chief Financial Officer Mark Opalka reviewed the monthly financial report with the Board. Unfinished Business Staff reviewed the resolutions with the Board. Albany Medical Center 2006 & 2007 Bond Refinance Albany Medical Center 2006 & 2007 Bond Refinance SEQR Resolution Chair Tracy Metzger presented the Albany Medical Center 2006 & 2007 Bond Refinance SEQR Resolution to the Board. A motion to adopt the resolution was made by Darius Shahinfar and seconded by Dominick Calsolaro. A vote being taken, the motion passed unanimously. Albany Medical Center 2006 & 2007 Bond Refinance Bond Resolution 1
Chair Tracy Metzger presented the Albany Medical Center 2006 & 2007 Bond Refinance Bond Resolution to the Board. A motion to adopt the resolution was made by Darius Shahinfar and seconded by Dominick Calsolaro. A vote being taken, the motion passed unanimously. Albany Medical Center Hospital 2005, 2006 & 2007 Bond Refinance Albany Medical Center Hospital 2005, 2006 & 2007 Bond Refinance SEQR Resolution Chair Tracy Metzger presented the Albany Medical Center Hospital 2005, 2006 & 2007 Bond Refinance SEQR Resolution to the Board. A motion to adopt the resolution was made by Darius Shahinfar and seconded by Dominick Calsolaro. A vote being taken, the motion passed unanimously. Albany Medical Center Hospital 2005, 2006 & 2007 Bond Refinance Bond Resolution Chair Tracy Metzger presented the Albany Medical Center Hospital 2005, 2006 & 2007 Bond Refinance Bond Resolution to the Board. A motion to adopt the resolution was made by Darius Shahinfar and seconded by Dominick Calsolaro. A vote being taken, the motion passed unanimously. New Business 2018 CRC Budget 2018 CRC Budget 2018 CRC Budget Approval Resolution Staff reviewed the proposed 2018 Budget with the Board. Chair Tracy Metzger presented the 2018 CRC Budget Approval Resolution to the Board. A motion to adopt the resolution was made by Darius Shahinfar and seconded by Dominick Calsolaro. A vote being taken, the resolution passed unanimously. CRC Audit Engagement Letter CRC Audit Engagement Letter Approval Resolution Selection of Accountants FY 2017 Audit Staff informed the Board that the Audit Committee met with Teal, Becker & Chiaramonte to discuss the Audit Engagement letter. Staff advised the Board that Pat Scisci was the shareholder for the 2012, 2013, 2014, 2015 and 2016 audits. Katharine Doran has been selected as shareholder to handle the Corporation s account since Pat Scisci was the shareholder for the previous five years. The cost of the services provided to the Corporation was reviewed and would remain the same. The Board discussed the excellent service and past performance of Teal, Becker & Chiaramonte. Chair Tracy Metzger presented the Approval Resolution Selection of Accountants FY 2017 Audit to the Board. A motion to adopt the resolution was made by Darius Shahinfar and seconded by Dominick Calsolaro. A vote being taken, the resolution passed unanimously. Other Business Corporation Update Staff noted C. Anthony Owens resignation from the Board. There being no further business, Chair Tracy Metzger adjourned the meeting at 5:41 PM. Respectfully submitted, C. Anthony Owens, Secretary 2
City of Albany CRC 2017 Monthly Cash Position October 2017 Actual Projected January February March April May June July August September October November December YTD Total Beginning Balance $ 590,054 $ 340,242 $ 338,870 $ 340,512 $ 337,639 $ 337,790 $ 368,591 $ 368,744 $ 368,898 $ 372,043 $ 372,204 $ 372,359 $ 590,054 Revenue Fee Revenue Application Fee $ $ $ 1,500 $ $ $ $ $ $ 3,000 $ $ $ $ 4,500 Agency Fee 30,675 104,687 135,362 Administrative Fee Modification Fee Subtotal Fee Revenue $ $ $ 1,500 $ $ $ 30,675 $ $ $ 3,000 $ $ $ 104,687 $ 139,862 Other Revenue Interest Income $ 188 $ 128 $ 142 $ 128 $ 150 $ 137 $ 152 $ 154 $ 145 $ 161 $ 155 $ 155 1,795 Misc Subtotal Other Revenue $ 188 $ 128 $ 142 $ 128 $ 150 $ 137 $ 152 $ 154 $ 145 $ 161 $ 155 $ 155 $ 1,795 Total Revenue $ 188 $ 128 $ 1,642 $ 128 $ 150 $ 30,812 $ 152 $ 154 $ 3,145 $ 161 $ 155 $ 104,842 $ 141,657 Expenditures Audits 1,500 3,000 4,500 Transit Enhancement Program 55,000 55,000 Strategic Activities 250,000 250,000 IDA 14,466 14,466 D & O Insurance 1,700 1,700 Misc. 10 2,239 2,249 Total Expenditures $ 250,000 $ 1,500 $ $ 3,000 $ $ 10 $ $ $ $ $ $ 73,405 $ 327,915 Ending Balance $ 340,242 $ 338,870 $ 340,512 $ 337,639 $ 337,790 $ 368,591 $ 368,744 $ 368,898 $ 372,043 $ 372,204 $ 372,359 $ 403,796 $ 403,796
City of Albany CRC Fee Detail by Month October 2017 Name Application Fee Agency Fee Administration Fee Modification Fee TOTAL FEE January $ $ $ $ $ TOTAL $ $ $ $ $ February $ $ $ $ $ TOTAL $ $ $ $ $ March Albany Law School $ 1,500 $ $ $ $ 1,500 TOTAL $ 1,500 $ $ $ $ 1,500 April $ $ $ $ $ TOTAL $ $ $ $ $ May $ $ $ $ $ TOTAL $ $ $ $ $ June Albany Law School $ $ 30,675 $ $ $ 30,675 TOTAL $ $ 30,675 $ $ $ 30,675 Page 2 of 3
City of Albany CRC Fee Detail by Month October 2017 Name Application Fee Agency Fee Administration Fee Modification Fee TOTAL FEE July $ $ TOTAL $ $ $ $ $ August $ $ TOTAL $ $ $ $ $ September Albany Medical Center $ 1,500 $ $ $ 1,500 Albany Medical Center Hospital 1,500 1,500 TOTAL $ 3,000 $ $ $ $ 3,000 October $ $ $ TOTAL $ $ $ $ $ November $ $ $ $ $ TOTAL $ $ $ $ $ December Albany Medical Center $ $ 32,375 $ $ $ 32,375 Albany Medical Center Hospital 72,312 72,312 TOTAL $ $ 104,687 $ $ $ 104,687 2017 TOTAL $ 4,500 $ 135,362 $ $ $ 139,862 Application Fee Agency Fee Administration Fee Modification Fee TOTAL FEE Page 3 of 3
CITY OF ALBANY CRC PUBLIC HEARING RESOLUTION 2017 NEW MONEY TEFRA PROJECT ST. PETER S HOSPITAL OF THE CITY OF ALBANY A regular meeting of City of Albany Capital Resource Corporation (the Corporation ) was convened in public session at the office of the Corporation located at 21 Lodge Street in the City of Albany, Albany County, New York on November 16, 2017 at 5:30 p.m., local time. The meeting was called to order by the Chair of the Corporation and, upon roll being called, the following members of the Corporation were: PRESENT: Tracy L. Metzger Susan Pedo Lee Eck Hon. Darius Shahinfar Dominick Calsolaro Robert Schofield Chair Vice Chair Secretary Treasurer Director Director ABSENT: AGENCY STAFF PRESENT INCLUDED THE FOLLOWING: Sarah Reginelli Chief Executive Officer Mark Opalka Chief Financial Officer Ashley Mohl Senior Economic Developer II, Capitalize Albany Corporation Joseph Landy Senior Economic Developer II, Capitalize Albany Corporation Andrew Corcione Economic Developer, Capitalize Albany Corporation Michael Bohne Communications & Marketing, Capitalize Albany Corporation Chantel Burnash Executive Assistant, Capitalize Albany Corporation William G. Kelly, Jr., Esq. Agency Counsel A. Joseph Scott, III, Esq. Special Agency Counsel Resolution No. 1117 RESOLUTION AUTHORIZING THE CORPORATION TO HOLD A PUBLIC HEARING REGARDING A PROPOSED PROJECT TO BE UNDERTAKEN FOR THE BENEFIT OF ST. PETER S HOSPITAL OF THE CITY OF ALBANY. WHEREAS, the Corporation is authorized and empowered by the provisions of Section 1411 of the New York State NotForProfit Corporation Law (the NFPCL ) to take steps to relieve and reduce unemployment, promote and provide for additional and maximum employment, better and maintain job opportunities, instruct or train individuals to improve or develop their capabilities for such jobs, carry on scientific research for the purpose of aiding a community or geographical area by attracting new industry to the community or area or by encouraging the development of, or retention of, an industry in the community or area, lessening the burdens of government and acting in the public interest; and 000161.00320 Business 16639412v1
WHEREAS, to accomplish its stated purposes, the Corporation is authorized and empowered under the NFPCL and its certificate of incorporation (the Certificate ) to issue its revenue bonds to finance the cost of the acquisition, construction, reconstruction and installation of one or more projects (as described in the NFPCL and the Certificate), to loan or cause to be loaned the proceeds of any revenue bonds to be provided for the financing of one or more projects, to acquire, construct, reconstruct and install said projects or to cause said projects to be acquired, constructed, reconstructed and installed, and to convey said projects or to lease said projects with the obligation to purchase; and WHEREAS, St. Peter s Hospital of the City of Albany, a New York notforprofit corporation (the Institution ) has advised the Corporation that the Institution is considering the potential funding (the Capital Project ) of certain capital projects located in the City of Albany, New York with the proceeds of taxexempt revenue bonds (the Obligations ); and WHEREAS, the Institution has further advised the Corporation that the potential funding of the Capital Project will also include other revenue bonds issued for parties related to the Institution in other states and the issuer of the bonds will be an out of state issuer of bonds; and WHEREAS, with respect to any portion of the Obligations intended to be issued as federally taxexempt obligations, interest on such portion of the Obligations will not be excludable from gross income for federal income tax purposes unless pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the Code ) and the regulations of the United States Treasury Department thereunder (the Treasury Regulations ), the issuance of such portion of the Obligations is approved by the Mayor of the City of Albany, New York after the Corporation has held a public hearing pursuant to Section 147(f) of the Code on the nature and location of the Project Facility and the issuance of such portion of the Obligations; and WHEREAS, the Corporation desires to assist the Institution and provide for compliance with the provisions of Section 147(f) of the Code with respect to the Project; NOW, THEREFORE, BE IT RESOLVED BY THE DIRECTORS OF CITY OF ALBANY CAPITAL RESOURCE CORPORATION, AS FOLLOWS: Section 1. The Corporation hereby authorizes the Chief Executive Officer of the Corporation, after consultation with the Directors of the Corporation and the Corporation s Counsel and Bond Counsel, (A) to establish the time, date and place for one or more public hearings of the Corporation to hear all persons interested in the Refunding Project (each, a Public Hearing ); (B) to cause the Public Hearing conducted pursuant to Section 147(f) of the Code to be held in the City of Albany, New York and to cause notice of such Public Hearing to be given to the public by publishing a notice or notices of such Public Hearing in a newspaper of general circulation available to the residents of the City of Albany, such notice or notices to be published no fewer than fourteen (14) days prior to the date established for such Public Hearing; (C) to conduct such Public Hearing or Public Hearings; (D) to cause a report of the Public Hearing fairly summarizing the views presented at such Public Hearing to be promptly prepared and cause copies of said report to be made available to the directors of the Corporation; and (D), if any portion of the Obligations is intended to be issued as federally taxexempt obligations, to cause a report of the Public Hearing conducted pursuant to Section 147(f) of the Code fairly summarizing the views presented at such Public Hearing to be promptly prepared and cause copies of said report to be made available to the Mayor of the City of Albany, New York, subject to the following conditions: (A) approval by Corporation Counsel and Corporation Bond Counsel to the form of the public hearing notice and Mayor s certificate of approval (the Public Approval ), (B) the payment by the Institution of the administrative fee of the Corporation, and all other fees and expenses of the Corporation in connection with the holding 000161.00320 Business 16639412v1 2
of the Public Hearing and the obtaining of the Public Approval, including the fees of Corporation Counsel and Corporation Bond Counsel, and (C) the following additional conditions:. Section 2. The Chair, Vice Chair and/or Chief Executive Officer of the Corporation is hereby authorized and directed to distribute copies of this Resolution to the Institution and to do such further things or perform such acts as may be necessary or convenient to implement the provisions of this Resolution. Section 3. All action taken by the Chief Executive Officer of the Corporation in connection with the Public Hearing with respect to the Project prior to the date of this Resolution is hereby ratified and confirmed. Section 4. This Resolution 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: Tracy L. Metzger Susan Pedo Lee Eck Hon. Darius Shahinfar Dominick Calsolaro Robert T. Schofield The foregoing Resolution was thereupon declared duly adopted. 000161.00320 Business 16639412v1 3
STATE OF NEW YORK ) ) SS.: COUNTY OF ALBANY ) I, the undersigned (Assistant) Secretary of City of Albany Capital Resource Corporation (the Corporation ), DO HEREBY CERTIFY that I have compared the foregoing annexed extract of the minutes of the meeting of the Directors of the Corporation, including the Resolution contained therein, held on November 16, 2017 with the original thereof on file in my office, and that the same is a true and correct copy of said original and of such Resolution contained therein and of the whole of said original so far as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that (A) all Directors of the Corporation had due notice of said meeting; (B) said meeting was in all respects duly held; (C) pursuant to Article 7 of the Public Officers Law (the Open Meetings Law ), said meeting was open to the general public, and due notice of the time and place of said meeting was duly given in accordance with such Open Meetings Law; and (D) there was a quorum of the Directors 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 rescinded. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation this 16 th day of November, 2017. (Assistant) Secretary (SEAL) 000161.00320 Business 16639412v1 4
RESOLUTION REGARDING APPROVAL OF PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF CITY OF ALBANY CAPITAL RESOURCE CORPORATION A regular meeting of City of Albany Capital Resource Corporation (the Corporation ) was convened in public session at the office of the Corporation located at 21 Lodge Street in the City of Albany, Albany County, New York on November 16, 2017 at 5:30 p.m., local time. The meeting was called to order by the Chair of the Corporation and, upon roll being called, the following members of the Corporation were: PRESENT: Tracy L. Metzger Susan Pedo Lee Eck Hon. Darius Shahinfar Dominick Calsolaro Robert Schofield Chair Vice Chair Secretary Treasurer Director Director ABSENT: AGENCY STAFF PRESENT INCLUDED THE FOLLOWING: Sarah Reginelli Chief Executive Officer Mark Opalka Chief Financial Officer Ashley Mohl Senior Economic Developer II, Capitalize Albany Corporation Joseph Landy Senior Economic Developer II, Capitalize Albany Corporation Andrew Corcione Economic Developer, Capitalize Albany Corporation Michael Bohne Communications & Marketing, Capitalize Albany Corporation Chantel Burnash Executive Assistant, Capitalize Albany Corporation William G. Kelly, Jr., Esq. Agency Counsel A. Joseph Scott, III, Esq. Special Agency Counsel The following resolution was offered by, seconded by, to wit: Resolution No. 1117 RESOLUTION REQUESTING THE COMMON COUNCIL OF THE CITY OF ALBANY TO APPROVE A PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE CORPORATION. WHEREAS, the Corporation is authorized and empowered by the provisions of Section 1411 of the New York State NotForProfit Corporation Law (the NFPCL ) to take steps to relieve and reduce unemployment, promote and provide for additional and maximum employment, better and maintain job opportunities, instruct or train individuals to improve or develop their capabilities for such jobs, carry on scientific research for the purpose of aiding a community or geographical area by attracting new industry 012001.00025 Business 16639312v2
to the community or area or by encouraging the development of, or retention of, an industry in the community or area, lessening the burdens of government and acting in the public interest; and WHEREAS, on March 15, 2010, the Common Council of the City of Albany (the Common Council ) approved the formation of the Corporation pursuant to Resolution No. 4.12.10R; and WHEREAS, by Resolution No. 16.22.16R dated April 4, 2016, the Common Council of the City of Albany (the Common Council ) approved certain amendments to the certificate of incorporation of the Corporation (the certificate of incorporation, as amended is hereinafter referred to as the Certificate of Incorporation ); and WHEREAS, paragraph seventeenth of the Certificate of Incorporation contains the following language: SEVENTEENTH: Notwithstanding anything herein to the contrary, the authority of the Corporation to issue Obligations to finance projects to be undertaken by the Corporation shall expire on April 15, 2018, subject to the determination by the Common Council to extend such authority by resolution duly adopted by the Common Council. WHEREAS, the Corporation desires to continue to assist notforprofit corporations in the City of Albany in the undertaking and financing of their capital projects; and WHEREAS, in order to continue to offer such assistance, the Corporation must consider amending its Certificate of Incorporation to modify the provisions of paragraph seventeenth of the Certificate of Incorporation; and WHEREAS, paragraph sixteenth of the Certificate of Incorporation provides the following relating to the process regarding any amendments of the Certificate of Incorporation; SIXTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in any manner now or hereafter provided herein or by statute; provided, however, that (1) the Corporation will not amend, alter, change or repeal any provision of this Certificate of Incorporation without the affirmative vote of twothirds of the members of the Board of Directors of the Corporation and the consent of the City of Albany Common Council, and (2) the Corporation will not amend or change any provision of this Certificate of Incorporation without first providing the Common Council with 10 days advance notice of any proposed amendment, alteration, change or repeal. WHEREAS, the proposed amendment to the Certificate of Incorporation is described as deleting paragraph seventeenth in its entirety, thereby making the authority of the Corporation to issue Obligations permanent (the Proposed Amendment ); and; NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE CITY OF ALBANY CAPITAL RESOURCE CORPORATION, AS FOLLOWS: Section 1. The Corporation hereby finds and determines that: (A) The creation of the Corporation for the purposes set forth in Section 1411 of the New York State NotforProfit Corporation Law has promoted and maintained and will continue to promote and maintain the job opportunities, general prosperity and economic welfare of the 012001.00025 Business 16639312v2 2
citizens of the City of Albany, New York and the State of New York and improve their standard of living; and (B) It is desirable and in the public interest for the Corporation to request the Common Council to approve the Proposed Amendment. Section 2. In consequence of the foregoing, the Corporation hereby determines to: (A) approve the Proposed Amendment, (B) authorize the CEO of the Corporation to notify the Common Council of the Proposed Amendment, and (C) authorize the CEO of the Corporation to present the Proposed Amendment to the Common Council for approval. Section 3. The Corporation is hereby authorized to take all necessary steps to amend its Certificate of Incorporation as described in Section 2 of this Resolution in accordance with the requirements of any applicable New York State and Federal laws and the Certificate of Incorporation. Section 4. The Proposed Amendment is hereby approved, subject to satisfaction of the provisions of the Certificate of Incorporation. Section 5. (A) The Chair (or Vice Chair) of the Corporation is hereby authorized, on behalf of the Corporation, to execute and deliver any and all documents necessary to approve the Proposed Amendment under Section 1411 of the New York State NotforProfit Corporation Law and, where appropriate, the Secretary (or Assistant Secretary) of the Corporation is hereby authorized to affix the seal of the Corporation thereto and to attest the same, with such changes, variations, omissions and insertions as the Chair (or Vice Chair) shall approve, the execution thereof by the Chair (or Vice Chair) to constitute conclusive evidence of such approval. (B) The Chair (or Vice Chair) of the Corporation is hereby further authorized, on behalf of the Corporation, to designate any additional authorized representatives of the Corporation. Section 6. 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 to provide for the approval of the Proposed Amendment, and to execute and deliver all such additional 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 this Resolution. Section 7. This Resolution shall take effect immediately. 012001.00025 Business 16639312v2 3
The question of the adoption of the foregoing resolution was duly put to vote on roll call, which resulted as follows: Tracy L. Metzger Susan Pedo Lee Eck Hon. Darius Shahinfar Dominick Calsolaro Robert T. Schofield The resolution was thereupon declared duly adopted. 012001.00025 Business 16639312v2 4
STATE OF NEW YORK ) ) SS.: COUNTY OF ALBANY ) I, the undersigned (Assistant) Secretary of City of Albany Capital Resource Corporation (the Corporation ), do hereby certify that I have compared the foregoing extract of the minutes of the meeting of the members of the Corporation held on November 16, 2017 with the original thereof on file in my office, and that the same is a true and correct copy of said original and of the whole of said original so far as the same relates to the subject matters therein referred to. I FURTHER CERTIFY that (A) all members of the Corporation had due notice of said meeting; (B) said meeting was in all respects duly held; (C) pursuant to Article 7 of the Public Officers Law (the Open Meetings Law ), said meeting was open to the general public, and due notice of the time and place of said meeting was given in accordance with such Open Meetings Law; and (D) 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 rescinded. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation this 16th day of November, 2017. (Assistant) Secretary (SEAL) 012001.00025 Business 16639312v2 5