PRESENT:

MIKE FITZGERALD, CHAIRMAN
SUE COLLINS, VICE CHAIRMAN
JOSEPH SEMIONE, MEMBER
DAVID D’AMORE, MEMBER
GREG TRUCKENMILLER, MEMBER
JAMES MRAZ, EXECUTIVE DIRECTOR
KARA LAIS, FITZGERALD, MORRIS, BAKER, FIRTH PC (ZOOM)
SCOTT HENZE, PLANNING DIRECTOR
JACK WILSON, FULTON COUNTY CENTER FOR REGIONAL GROWTH
JON STEAD, ADMINISTRATIVE OFFICER

MOTION        :           Accept as presented.
MADE BY      :           Joe Semione
SECONDED  :           Mike Fitzgerald
VOTE             :           Unanimous

MOTION        :           Accept as presented.
MADE BY      :           Dave D’Amore
SECONDED  :           Sue Collins
VOTE             :           Unanimous

A. Nominating Committee

1. Report of Nominating Committee: 2024 Officers

Chairman                                 :           Mike Fitzgerald
Vice-Chairman                        :           Sue Collins
Treasurer                                 :           Dr. Greg Truckenmiller
Secretary                                 :           Joe Gillis

IDA DISCUSSION:  Jim Mraz reviewed the information on the Agenda. He asked if there were any additional nominations.  There were none.

IDA ACTION:

MOTION        :           To accept the report of the Nominating Committee for 2024 IDA Officers

MADE BY      :           Dave D’Amore
SECONDED  :           Joe Semione
VOTE             :           Unanimous

B. Audit Committee:

• Monthly Bank Reconciliation Report: Mike Fitzgerald

IDA DISCUSSION:   Mike Fitzgerald approved the Monthly Bank Reconciliation Reports.

C. Governance Committee:

• No report.

D. Finance Committee:

•  No report.

1. FCCRG Report: (See attached.)  Jack Wilson

1. Request to Extend Option Period:

a. Background:

• At June 14, 2022 meeting, IDA Board agreed to extend Option Term in Lease Agreement to December 31, 2022.
• At September 6, 2022 meeting, IDA Board agreed to extend Option Term in Lease Agreement to June 25, 2023.
• At April 18, 2023 meeting, IDA Board agreed to extend Option Term in Lease Agreement to December 31, 2023.

b. Request to Extend Option Period:

• Nexus has requested that the Option Period be extended to June 30, 2024.
• IDA Board members were emailed on December 14, 2023 regarding this request. All IDA Board members agreed to this request.  As such, the Chairman executed the requested Amendment.

IDA DISCUSSION:  Jim Mraz reviewed the information on the Agenda.  He asked if there were any questions.  There were none.

IDA ACTION:

MOTION:                    To retroactively authorize the Chairman to execute the Amendment to the Amended and Restated Solar and Energy Storage Lease Agreement with Nexus Renewables to extend the Option Period through June 30, 2024.

MADE BY:                 Dr. Greg Truckenmiller
SECONDED:             Joe Semione
VOTE:                        Unanimous

• Amendment 4, which was authorized at the December 12^th meeting, has been executed.

• The Mission Control System was installed on January 5, 2024.

• Per the IDA’s Bylaws, the Chairman shall annually appoint members to the IDA’s Committees.
• The following is the Chairman’s Committee appointments for 2024.

2023 Committee Appointees

1. Joseph Semione
2. Dave D’Amore
3. Sue Collins
4. Dr. Greg Truckenmiller

2024 Committee Appointees

1. Dr. Greg Truckenmiller
2. Mike Fitzgerald
3. Joe Gillis
4. Sue Collins

2023 Committee Appointees

1. Todd Rulison
2. Joseph Semione
3. Dr. Greg Truckenmiller

2024 Committee Appointees

1. Dave D’Amore
2. Dr. Greg Truckenmiller
3. New Member

2023 Committee Appointees

1. Joe Gillis
2. Mike Fitzgerald
3. Sue Collins

2024 Committee Appointees

1. Joe Gillis
2. Mike Fitzgerald
3. New Member

2023 Committee Appointees

1. Todd Rulison
2. Joseph Semione
3. David D’Amore
4. Mike Fitzgerald

2024 Committee Appointees

1. Joseph Semione
2. David D’Amore
3. Dr. Greg Truckenmiller
4. Sue Collins

1. The IDA’s Bylaws require that the IDA Board annually appoint:

• Executive Director
• Chief Financial Officer
• Auditor

2. Appointment of Executive Director:

MOTION:             To appoint Jim Mraz to serve as the IDA’s Executive Director for 2024 at a salary of $25,454/year.

MADE BY:           Dr. Greg Truckenmiller
SECONDED:       Mike Fitzgerald
VOTE:                  Unanimous

3. Appointment of Chief Financial Officer

MOTION: To appoint Carol Ellis as the Chief Financial Officer for 2024 at a salary of $7,800.

MADE BY:           Dave D’Amore
SECONDED:       Joe Semione
VOTE:                  Unanimous

4. Appointment of Auditor:

• It is recommended that the IDA retain West & Company as the IDA’s Auditor.
• Total Fee: $10,000
• These funds are included in the 2024 Budget.

MOTION:             To appoint West & Company to serve as the IDA’s Auditor for 2024 and to authorize the Chairman to execute an Agreement with West & Company to audit the IDA’s 2023 financial statements at a fee of $9,500 and to provide 2024 payroll services for $500.

MADE BY:           Sue Collins
SECONDED:       Dave D’Amore
VOTE:                  Unanimous

• It is recommended that the IDA retain Fitzgerald, Morris, Baker, Firth, PC to serve as IDA Counsel in 2024.
• Budgeted: $9,000

MOTION:       To authorize the Chairman to execute an Agreement with Fitzgerald, Morris, Baker and Firth, PC to provide legal services in 2024.

MADE BY:     Joe Semione
SECONDED: Dave D’Amore
VOTE:            Unanimous

• Per the IDA’s Investment Policy, it is recommended that NBT Bank, Citizens Bank, Community Bank and Key Bank all be designated as eligible depositories of IDA funds.

IDA ACTION:

MOTION:       To designate NBT Bank, Citizens Bank, Community Bank and Key Bank as eligible depositaries of IDA funds for 2024.

MADE BY:     Dr. Greg Truckenmiller
SECONDED: Sue Collins
VOTE:            4 in favor, 1 absent, 1 abstained (Fitzgerald)

• Chief Financial Officer has finalized the IDA’s 2023 Financial Report.
• The Financial Report has been sent to West & Company to audit.

1. Background:

• The 2009 Public Authorities Reform Act requires IDA board members to annually evaluate its performance.
• Evaluation forms were completed by all IDA Board members at the November 14, 2023 meeting.
• Executive Director has collected the forms and tallied the results.
• See attached results.

IDA DISCUSSION:   Jim Mraz reviewed the summary of the results from the Questionnaire.  He asked Board members if there were any items the Board would want to address with respect to the findings of the Questionnaire.  There were none.

IDA ACTION:

MOTION:                   To authorize the Executive Director to post the 2023 Summary of IDA Board Performance Questionnaire on the IDA’s website.

MADE BY      :           Dave D’Amore
SECONDED  :           Sue Collins
VOTE             :           Unanimous

1. Background:

• The 2009 Public Authorities Reform Act requires public authorities to develop performance measures to help determine how well they are carrying out their mission.
• Performance measures assist the IDA Board and management to evaluate and monitor whether the IDA’s authority’s policies and operating practices are in accordance with its mission.

2. Review 2023 Performance and Measurement Report:

• See attached.

IDA DISCUSSION:   Jim Mraz reviewed the Performance and Measurement Report that was attached to the Agenda.  He asked if there were any questions.  There were none.

IDA ACTION:

MOTION:                   To authorize the Chairman to sign the 2023 Performance and Measurement Report and to authorize the Executive Director to post this report on the IDA’s website.

MADE BY:                 Dr. Greg Truckenmiller
SECONDED:             Joe Semione
VOTE:                        Unanimous

1. Background:

• The IDA’s Policy 11 requires the IDA Board and management to complete an Annual Assessment of the Effectiveness of the IDA’s Internal Financial Control System.
• The IDA Board reviewed the financial control system at its December 12, 2023 meeting and found it to be acceptable.

2. Management’s Assessment of Internal Financial Control System:

• IDA management has assessed the Internal Financial Control System and has found it to be effective. No changes are recommended at this time.

3. Internal Financial Control System Certification Statement:

• IDA’s Policy 11 Annual Assessment of the Effectiveness of Internal Controls requires the IDA Board to adopt a certification statement upon completion of its annual review of the IDA’s Internal Financial Control System.
• Proposed 2023 Certification Statement reads as follows:

      “The IDA Board has documented and assessed the internal financial control system of the Fulton County Industrial Development Agency for the year ending December 31, 2023.    The IDA Board has determined that the existing internal financial controls are acceptable.” 

MOTION:                   To adopt the Certification Statement presented above, to authorize the Executive Director to acknowledge in PARIS that said Certification Statement was approved by the IDA Board and to authorize the Executive Director to post this certification on the IDA’s website.

MADE BY:                 Mike Fitzgerald
SECONDED:             Sue Collins
VOTE:                        Unanimous

• In 2016, the IDA became a Gold Member of the FCCRG.
• FCCRG has revised its membership categories to now be:

– Tier 1 – Level $150.00 (Tier 1 Micro Business 1-5 employees)
– Tier 2 – Level $250.00 (Tier 2 Business w/ 6-20 employees
– Tier 3 – Level $500.00 and up (Tier 3 Business w/21 or more employees

• It is recommended that the IDA renew as a Tire 3 level for $1,000.
• $1,000 is included in the 2024 Budget for this membership.

MADE BY:                 Sue Collins
SECONDED:             Dr. Greg Truckenmiller
VOTE:                        Unanimous

1. 2023 Goals:

a. Identify and develop shovel-ready sites.
b. Work with the City of Gloversville to find alternate uses for the Crossroads Business Park.
c. Support the FCCRG and Fulton County’s efforts at Brownfield’s remediation.
d. Seek grant funding to perform asbestos abatement and demolition work at buildings at Tryon.
e. Hold a joint meeting between the FCCRG and IDA Boards.
f. Continue Board training.
g. IDA participate in a Countywide discussion on housing.

IDA DISCUSSION:   Jim Mraz reviewed the 2023 goals that the IDA Board had established.  He asked Board members what goals it would like to establish for 2024.  The following were identified:

1. Continue Board training.
2. Get a liaison from the Board of Supervisors.
3. Find shovel-ready sites.
4. Market Crossroads Business Park for housing.
5. Participate in the preparation of County Economic Development Strategy.
6. Hire a grant writer to obtain grants.
7. Hold meeting between FCCRG and IDA Boards.

1. T-Bill due on January 25, 2024:

• T-Bill 2 expires on January 25, 2024.
• The expiring T-Bill had a rate of 4.82%.
• The current T-Bill rates as of January 8, 2024 are shown below:

3-month         :       5.119%
6-month         :       4.772%
9-month         :       4.693%
12-month       :       4.666%

IDA DISCUSSION:   Jim Mraz reviewed the information on the Agenda.  It was the unanimous consensus of all IDA members present to reinvest this T-Bill 2 for 3 months.

IDA ACTION:

MOTION:                   To approve renewing T-Bill 2 for three (3) months.

MADE BY:                 Joe Semione
SECONDED:             Sue Collins
VOTE:                        Unanimous

• Todd Rulison resigned from the Board as of 12/31/23 creating a vacancy.
• Dan Rounds expressed an interest in becoming an IDA Board member.
• Jim Mraz met with Mr. Rounds on December 21, 2023.
• Rounds submitted a resume that was distributed to all IDA Board members.
• All IDA Board members recommended that Mr. Round’s name be submitted to the Board of Supervisors.
• Round’s name will be submitted to the Economic Development Committee at its January 31, 2024 meeting. A resolution should be presented at the February 13, 2024 Board of Supervisors’ meeting to appoint Mr. Rounds to the IDA Board.

1. Background:

• In January 2008, the IDA issued $5,450,000 in Civic Facility Bonds for the YMCA to purchase and renovate the former Gates Mills Building on Harrison Street.
• The Bonds were purchased by NBT Bank.

2. Proposed Amendment to Bonds:

• NBT is proposing to modify the term of the Bonds by agreeing to accept interest only payments on the Bonds for 1 year.
• The 1 year of unpaid principal payments would become a balloon payment at the end of the term of the Bonds.

IDA DISCUSSION:   Jim Mraz reviewed the information on the Agenda.  He stated, unfortunately, he has not heard back from the YMCA or NBT Bank on whether they want to proceed with this proposed amendment to the bond terms.  As such, no action is needed at today’s meeting.  Jesus Soto, he YMCA’s Executive Director, advised that he needed to review this with the Board of Directors first.  He stated he will have an update at the February IDA Board meeting.

1. Background:

• IDA owns vacant land on the east side of NYS Route 30A and in the Tryon Technology Park in the Town of Johnstown.
• Even though the IDA is tax exempt, it is not exempt from Fire Taxes.

2. Town of Johnstown Fire Tax Bill for Properties on NYS Route 30A:

• 2024 Fire Tax Bill:

–  174.-2-65 :           $  42.78

3. Town of Johnstown Fire Tax Bill for Tryon Technology Park Properties:

• 2024 Fire Tax Bills are:

– 164.-2-54 :           $    1.47
– 164.-2-16.5 :           $586.00

IDA DISCUSSION:   Jim Mraz reviewed the information on the Agenda.  He asked if there were any questions.  There were none.

IDA ACTION:

MOTION:                   To authorize the payment of these three (3) Town of Johnstown Fire Tax bills.

MADE BY:                 Joe Semione
SECONDED:             Sue Collins
VOTE:                        Unanimous

• IDA recently transferred ownership of the sewer system at the Tryon Technology Park over to Fulton County Sewer District No. 4.
• The IDA Board had agreed to pay up to $15,000 in costs for operation and maintenance of the sewer system for up to ten (10) years or until such time as the Sewer District’s reserve fund reached $15,000.
• Floats at the sewer pump station have malfunctioned and need to be replaced.
• The Sewer District obtained a quote from Adirondack Septic to replace the floats.
• Total Cost: $1,485
• It was recommended that the IDA pay for this bill in accordance with the agreement it had reached previously to pay for the first $15,000 of operation and maintenance costs for the Sewer District.

IDA DISCUSSION:  Jim Mraz reviewed the information on the Agenda.  He asked if there were any questions.  There were none.

IDA ACTION:

MOTION:                   To authorize payment of $1,485 to Adirondack Septic to replace the floats at the wastewater pump station at the Tryon Technology Park.

MADE BY:                 Dr. Greg Truckenmiller
SECONDED:             Dave D’Amore
VOTE:                         Unanimous

1. Duties and Responsibilities of IDA Board Members per Section 2824 of Public Authorities Law and IDA Bylaws:

(a) Execute direct oversight of the Agency’s Executive Director, Chief Financial Officer, Legal Counsel, Auditor and other staff in the effective and ethical management of the Agency.
(b) Understand, review and monitor the implementation of fundamental financial and management controls and operational decisions of the Agency.
(c) Establish policies regarding the payment of salary, compensation and reimbursements to, and establish rules for the time and attendance of, the Executive Director and management. [NOTE: All adopted.]
(d) Adopt a code of ethics applicable to each officer, director and employee that, at a minimum, includes the standards established in section seventy-four of the public officers law. [NOTE: Adopted]
(e) Establish written policies and procedures on personnel including policies protecting employees from retaliation for disclosing information concerning acts of wrongdoing, misconduct, malfeasance, or other inappropriate behavior by an employee or board member of the Agency, investments, travel, the acquisition of real property and the disposition of real and personal property and the procurement of goods and services. [NOTE:  The IDA Board has adopted the following policies]:

Policy                                                                                   Date Adopted/Amended

1. Compensation and Reimbursement                         9/30/2008
2. Attendance                                                                     9/30/2008
3. Travel                                                                              9/30/2008
4. Ethics                                                                              6/14/2022
5. Procurement                                                                  9/30/2008
6. Property Disposition                                                    4/12/2022
7. Whistleblower Protection                                           9/30/2008
8. Extension of Credit to Board Members and Staff  9/30/2008
9. Check Writing                                                                 1/31/2013
10. Credit Card                                                                       9/3/2010
11. Annual Assessment of the Effectiveness of Internal Controls 1/14/2020
12. Approval of Subleases                                                     2/11/2011
13. Discretionary Funds Policy                                           6/6/2013
14. Uniform Tax Exemption Policy                                   10/10/2023
15. Investment Policy                                                            7/12/2022
16. Sexual Harassment Prevention Policy                        11/14/2018

(f) Adopt a defense and indemnification policy and disclose such plan to any and all prospective board members. [NOTE: The IDA Board and staff are covered under the County’s Public Officer Liability Policy provided by the New York Municipal Insurance Reciprocal]

(g) Perform each of their duties as board members, including but not limited to those imposed by this section, in good faith and with that degree of diligence, care and skill which an ordinarily prudent person in like position would use under similar circumstances, and may take into consideration the views and policies of any elected official or body, or other person and ultimately apply independent judgment in the best interest of the authority, its mission and the public.

(h) At the time that each members takes and subscribes his or her oath of office, execute an acknowledgment, in the form prescribed by the Authorities Budget Office after consultation with the Attorney General, in which the board member acknowledges that he or she understands his or her role, and fiduciary responsibilities and acknowledges that he or she understands his or her duty of loyalty and care to the organization and commitment to the Agency’s mission and the public interest. [NOTE: All members have signed this Acknowledgement Form]

1. Upon a majority vote of its total membership, taken in an open meeting pursuant to a motion identifying the general area or areas of the subject or subjects to be considered, a public body may conduct an executive session for the below enumerated purposes only, provided, however, that no action by formal vote shall be taken to appropriate public moneys:

i. matters which will imperil the public safety if disclosed;
ii. any matter which may disclose the identity of a law enforcement agent or informer;
iii. information relating to current or future investigation or prosecution of a criminal offense which would imperil effective law enforcement if disclosed;
iv. discussions regarding proposed, pending or current litigation;
v. collective negotiations pursuant to article fourteen of the civil service law;
vi. the medical, financial, credit or employment history of a particular person or corporation, or matters leading to the appointment, employment, promotion, demotion, discipline, suspension, dismissal or removal of a particular person or corporation;
vii. the preparation, grading or administration of examinations;
viii. the proposed acquisition, sale or lease of real property or the proposed acquisition of securities, or sale or exchange of securities held by such public body, but only when publicity would substantially affect the value thereof.

MOTION:                   To go into Executive Session to discuss the proposed acquisition, sale or lease of real property or the proposed acquisition of securities, or sale or exchange of securities held by such public body, but only when publicity would substantially affect the value thereof.

MADE BY      :           Dave D’Amore
SECOND        :           Joe Semione
VOTE             :           Unanimous

TIME              :           4:42 p.m.

MOTION        :           To go out of Executive Session.

MADE BY      :           Joe Semione
SECOND        :           Sue Collins
VOTE             :           Unanimous

TIME              :           5:17 p.m.

(NOTE:  Due to technical problems with Zoom, the video recording of the close of the meeting did not occur.)

Tuesday
February 13, 2024
8:00 a.m.

MOTION        :           To close the meeting.
MADE BY      :           Sue Collins
SECONDED  :           Dave D’Amore
VOTE             :           Unanimous

TIME              :           5:17 p.m.