PRESENT:

­­­JOSEPH SEMIONE, CHAIRMAN
DAVE D’AMORE, VICE CHAIRMAN
­­­DIANA PUTNAM, MEMBER
­­­TODD RULISON, MEMBER
TIM MUNN, MEMBER
JAMES MRAZ, EXECUTIVE DIRECTOR
KARA LAIS, FITZGERALD, MORRIS, BAKER, FIRTH PC
MIKE BRANDI, FITZGERALD, MORRIS, BAKER, FIRTH PC
SCOTT HENZE, PLANNING DIRECTOR
RON PETERS, FCCRG

­­­

MOTION        :           Accept as presented.
MADE BY      :           Dave D’Amore
SECONDED   :           Tim Munn
VOTE              :          Unanimous

MOTION        :           Accept as presented.
MADE BY      :           Dave D’Amore
SECONDED   :           Todd Rulison
VOTE              :           Unanimous

A. Nominating Committee

• No report.

B. Audit Committee:

• No report.

C. Governance Committee:

• No report.

D. Finance Committee:

•  No report.

E. Fulton County Center for Regional Growth (FCCRG):

IDA DISCUSSION: Ron Peters stated the FCCRG recently submitted a proposal for a project shuffle.  He stated the FCCRG has made two (2) presentations to major real estate brokers regarding potential shovel-ready sites in Fulton County including Tryon.  He stated he has had follow-up with both of those brokers.  Ron Peters stated that Scott Henze and he attended the recent Select USA Summit in Washington, D.C.  He stated that there were several contacts made with prospective businesses that the FCCRG is following up on them.

1. Status Report:
   

• Still waiting to close on project.

1. Background:
   

• In 2015, the IDA approved a Site Plan for Vireo Health’s facility in the Tryon Technology Park per the Park Covenants.
• The Site Plan identified the construction of two (2) greenhouses behind the existing building Vireo renovated into its manufacturing/processing facility.
• The Site Plan also identified certain parking lot improvements and landscaping.
• To date, these improvements have not been completed.

2. Revised Site Plan:

• C.T. Male has submitted a revised Site Plan to the IDA for its review and approval.
• C.T. Male submitted the revised Site Plan to the Perth Planning Board on July 16, 2018. The Planning Board approved the revised plan.
• The primary change is the location of the proposed 2^nd greenhouse.
• Review revised Site Plan.

IDA DISCUSSION:    Jim Mraz reviewed the information on the Agenda.  He stated that Vireo Health had originally proposed placing the second greenhouse end to end of the first.  They are now proposing to place it side by side.  He stated that the revised Site Plan was approved by the Town of Perth Planning Board.

Jim Mraz stated that there is one (1) issue with respect to this second greenhouse. The issue is that there is an existing underground electrical duct bank and electrical line that runs through the area where the second greenhouse will be constructed.  He stated this is the underground circuit that previously powered Building 3 and is currently supplying power to the elevated tank.  He stated power must be maintained to the elevated tank.  He stated that Vireo Health is attempting to locate the greenhouse in such a way that will not hit the duct bank.  He stated it may be necessary to have a new temporary electrical cable installed to bypass and go around the Vireo Health property.  Jim Mraz reviewed a sketch from C.T. Male illustrating a potential way that power could be rerouted around the Vireo Health property.  He stated this is a project that the IDA may be asked to undertake.  There was a brief discussion regarding what the cost may be.  Jim Mraz stated that the exact cost for this proposed rerouting is not known at this time.  IDA members expressed a willingness to pay for a portion of this cost if the cost is reasonable.  It was agreed to have Jim Mraz continue discussions with Vireo Health and C.T. Male regarding how their second greenhouse could be constructed and minimize whatever costs there may be to reroute this electrical line if necessary.

Jim Mraz asked if there were any further questions regarding Vireo’s proposed revised Site Plan? There were none.

IDA ACTION:

MOTION:                   To okay the revised Site Plan as presented.

MADE BY:                 Todd Rulison
SECONDED:              Tim Munn
VOTE:                        Unanimous

1. Background:

• In 1988, the IDA entered into a lease with the Crossroads Incubator Corporation (CIC) to construct a 57,000 sf building for Swany.
• In 1998, Swany exercised its right to purchase the building.
• In 1994, the IDA executed a lease with the CIC to construct an 80,000 sf building for the Spalding Golf Club facility.
• In 1999, Spalding closed its Golf Club facility.

2. Property Exchange:

• In 2003, Swany approached the CIC seeking additional space.
• A property exchange was executed whereby ownership of Swany and the former Golf Club facilities were exchanged for each other.
• As a result, the IDA began leasing the former Spalding Golf Club facility to Swany.

3. Request to Terminate Lease:

• On July 16, 2018, Peter Smith, Esq. filed a letter with the IDA stating:
• “Pursuant to Section 11.1 of the lease agreement, Swany hereby gives notice of its intent to terminate the lease agreement, 90 days after the date of this letter, and purchase the premises upon the terms set forth in Section 11.1(a) of the lease.”

IDA DISCUSSION:    Jim Mraz reviewed the information on the Agenda.  He stated Kara Lais was in contact with Peter Smith on August 13, 2018.  Mr. Smith advised that Swany has not made a final decision on whether to move forward exercising its right to purchase the building.  As a result, no action is needed at today’s meeting.

• On July 17, 2018, Bill Sullivan emailed the IDA Board announcing his resignation from the IDA Board.
• Bill has been a member of the IDA since 2007.

IDA DISCUSSION:    Jim Mraz reviewed the information on the Agenda.  He stated Joe Semione will be sending a letter to Bill thanking him for his years of service.

Given Bill’s resignation, there now exists a vacancy on the IDA Board. It was agreed that members would identify potential candidates to fill this vacancy.  Potential candidates will then be discussed at the September 11^th IDA meeting.  If a perspective candidate is identified, the IDA would then submit a recommendation to the Board of Supervisors to fill the vacancy on the IDA Board.

IDA ACTION:

MOTION:       To accept Bill Sullivan’s resignation and to thank Bill for his 11 years of service to the Fulton County Industrial Development Agency.

MADE BY:     Dave D’Amore
SECONDED:  Tim Munn
VOTE:            Unanimous

1. Background:

• The intersection of CR107 and CR158 by the Tryon Technology Park is not a “T” intersection.
• The Site Plan for Tryon identified reconstructing that intersection to be a “T” intersection to better accommodate vehicles using this intersection.

2. Proposed Project:

• Fulton County’s Highway and Facilities Department is proposing to, in 2019, reconfigure this intersection into a “T” intersection.
• This will improve traffic safety at this intersection.

3. Land Acquisition:

• Fulton County will need to acquire a piece of land from the IDA in order to reconstruct this intersection.
• The exact amount of land needed will be determined once final design is completed.

IDA DISCUSSION:    Jim Mraz reviewed the information on the Agenda.  He asked IDA members if they had any issues with giving Fulton County a small tract of land needed to allow for this intersection to be reconstructed.  All IDA members present stated they would be willing to have that land given to Fulton County.  Jim Mraz stated that once Fulton County’s Highway Department determines the exact amount of land that will be needed, he will bring that information to the IDA Board for their review and approval.

• Jim Canfield, 109 Van Ness Road, Ft. Johnson, NY, has asked if he could purchase an old satellite dish located adjacent to one of the buildings on the south side of County Road 107.
• Mr. Canfield has offered to pay the IDA $50 for the satellite dish.
• Mr. Canfield has agreed to be responsible for the removal of the dish and taking it away.

IDA DISCUSSION: It was recommended that Mr. Canfield be asked to sign a Hold Harmless Agreement.  Jim Mraz stated that he will have such an agreement prepared and executed by Mr. Canfield.  Jim Mraz asked if there were any further questions.  There were none.

IDA ACTION:

MOTION:       To authorize the sale of the old satellite dish at the Tryon Technology Park to Jim Canfield for $50 contingent upon Mr. Canfield signing a Hold Harmless Agreement.

MADE BY:     Diana Putnam
SECONDED:  Dave D’Amore
VOTE:            Unanimous

1. Background:

• The three (3) corporate Site Selectors who recently visited Fulton County stated that the visual appearance of the shovel-ready sites at the Tyron Technology Park should be improved.
• Fulton County recently completed a significant building demolition project at Tryon, as well as cut numerous trees.
• There remains miscellaneous debris piles from the building demolition work and numerous stumps from the trees that were cut.
• The Fulton County Soil and Water Conservation District has indicated that it may be willing to pull the stumps out as time permits. This would result in the need to have to dispose of the stumps after they are all removed.

IDA DISCUSSION: Jim Mraz stated that these piles of debris need to be removed to improve the visual appearance of this shovel-ready site.  He stated once these piles of debris and stumps are removed, there will be a 100+/- acres of shovel-ready land ready at Tryon.  He stated it’s important that this cleanup work be completed as soon as possible.  He suggested that the IDA hire a local contractor to remove the debris.  It was agreed to have Jim Mraz contact a couple of local contractors for pricing to have this debris removed.  Jim Mraz would then share this information with the IDA Board members and a decision would then be made on how to proceed.

1. ABO Policy Guidance 18-02: Public Authority Investment Report:

• On June 18, 2018, the ABO sent the IDA a new Policy Guidance 18-02: Public Authorities Investment Report.
• The following is a summary of Policy Guidance 18-02:

a) Public Authorities are to prepare an annual investment report as required by Section 2925 of PAL, which must include the investment guidelines and any amendments made to them since the last report, and the results of the annual independent audit of all investment practices. Also, included should be a record of the Authority’s investments, and a detailed list of the total fees or commissions paid to each banker or agent that has provided investment services to the Authority since the last investment report.

b) The ABO recommends that when no investment fees or commissions are paid, that this is stated within the investment report.

c) In addition, for those authorities that do not have investments, they still must prepare a report, indicating the Authority does not own any investments.

d) The annual investment report shall be approved by the board and submitted in the Public Authorities Report Information System (PARIS) within 90 days of the Authority’s fiscal year end.

e) Also required by Section 2925 of PAL, Public Authorities are to develop and adopt comprehensive investment guidelines that contain central principles and instructions that officers and staff can use as guidance for the legal and secure handling of the Authority’s investments. These investment guidelines assist authorities to establish best practices in standardizing both the diversification of investments and the qualifications of investment advisors or agents.

f) Due to inherent differences between public authorities and the varying investment needs that result, these guidelines are intended to be a minimum standard. The guidelines shall include:

• A detailed list of permitted investments, consistent with appropriate provisions of law.
• Steps to safeguard any investments made by the Authority, including obtaining written contracts whenever practical.
• Methods to standardize the qualifications of investment bankers or advisors to be used by the Authority to conduct business.
• Provisions for the reporting on investments, including provisions for an annual independent audit of all investment practices.

g) In addition to the requirements of PAL, industrial development agencies should include in the Authority’s guidelines the provisions for the depositing and investing of authority funds in accordance with the requirements of Sections 10 and 11 of GML.

h) Section 2925 of PAL requires Public Authorities to have a written annual independent audit of all investment practices. The audit should be conducted in accordance with generally accepted government auditing standards (GAAP) and should at a minimum include:

• The scope and objectives;
• Any material weaknesses found in the internal controls;
• A description of all non-compliance with the Authority’s own investment policies as well as any applicable laws or regulations;
• A statement of positive assurance of compliance on the items tested and a statement of any other material deficiency or finding.

i) The purpose of the investment audit is to determine whether the Authority obtained and managed its investments in compliance with its own policies and relevant sections of law, including whether investments were appropriately diverse and safeguarded.

j) For the purposes of the annual independent audit of all investment practices, the CPA financial audit is not sufficient on its own without a statement on the Authority’s investments.

2. Proposed Draft Investment Policy:

• At its July 10, 2018 meeting, IDA Board reviewed a draft Investment Policy and made several edits and changes.
• Review revised draft policy: Handout

IDA DISCUSSION:    Jim Mraz reviewed the information on the Agenda and the draft Investment Policy.  Dave D’Amore identified a couple of editorial corrections that needed to be made.  Jim Mraz asked if there were any further questions or comments.  There were none.

IDA ACTION:

MOTION:                   To adopt the Investment Policy as amended and to also adopt the ABO’s Policy Guidance 18-02: Public Authority Investment Report and incorporate it into the IDA’s Policy Manual.

MADE BY:                 Joseph Semione
SECONDED:              Diana Putnam
VOTE:                        Unanimous

A. Executive Session:

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:
2. 1. 1. 1. 1. matters which will imperil the public safety if disclosed;
            2. any matter which may disclose the identity of a law enforcement agent or informer;
            3. information relating to current or future investigation or prosecution of a criminal offense which would imperil effective law enforcement if disclosed;
            4. discussions regarding proposed, pending or current litigation;
            5. collective negotiations pursuant to article fourteen of the civil service law;
            6. 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;
            7. the preparation, grading or administration of examinations;
            8. 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      :           Todd Rulison
SECOND        :           Dave D’Amore
VOTE              :           Unanimous

MOTION        :           To go out of Executive Session.

MADE BY      :           Todd Rulison
SECOND        :           Joseph Semione
VOTE              :           Unanimous

Tuesday
September 11, 2018
4:00 p.m.

MOTION        :           To close the meeting.

MADE BY      :           Dave D’Amore
SECONDED   :           Todd Rulison
VOTE              :           Unanimous
TIME              :           9:25 a.m.