PRESENT:

___­­­JOSEPH SEMIONE, CHAIRMAN
___DAVE D’AMORE, VICE CHAIRMAN
___JOE GILLIS, SECRETARY
___TODD RULISON, MEMBER
___TIM MUNN, MEMBER
___GEORGE DOHERTY, MEMBER
___JANE KELLEY, MEMBER
___JAMES MRAZ, EXECUTIVE DIRECTOR
___KARA LAIS, FITZGERALD, MORRIS, BAKER, FIRTH PC
___SCOTT HENZE, PLANNING DIRECTOR
___MIKE ANICH, LEADER-HERALD

MOTION :
MADE BY :
SECONDED :
VOTE :

MOTION :
MADE BY :
SECONDED :
VOTE :

A. Nominating Committee

1. Report of Nominating Committee: 2019 Officers

Chairman : Dave D’Amore
Vice-Chairman : Tim Munn
Treasurer : Joe Semione
Secretary : Joe Gillis

IDA ACTION:

MOTION : To accept the report of the Nominating Committee for 2019 IDA Officers

MADE BY :
SECONDED :
VOTE

B. Audit Committee:

• No report.

C. Governance Committee:

• No report.

D. Finance Committee:

•  No report.

• Town of Perth Town Board has approved changing its Zoning Ordinance to allow standalone warehouse and distribution facilities in the Tryon Technology Park.

• Per the IDA’s Bylaws, the Chairman shall annually appoint members to the IDA’s Committees.
• The following is the Chairman’s list of Committee appointments for 2019.

2018 Committee Appointees

1. Joseph Semione
2. Joseph Gillis
3. David D’Amore
4. Tim Munn

2019 Committee Appointees

1. Joseph Semione
2. Joseph Gillis
3. David D’Amore
4. Tim Munn

2018 Committee Appointees

1. Diana Putnam
2. Joseph Gillis
3. Tim Munn
4. Todd Rulison

2019 Committee Appointees

1. Jane Kelley
2. Joseph Gillis
3. Tim Munn
4. Todd Rulison

2018 Committee Appointees

1. Todd Rulison
2. William Sullivan
3. Diana Putnam
4. Tim Munn

2019 Committee Appointees

1. Todd Rulison
2. George Doherty
3. Jane Kelley
4. Tim Munn

2018 Committee Appointees

1. Todd Rulison
2. Joseph Semione
3. William Sullivan
4.  David D’Amore

2019 Committee Appointees

1. Todd Rulison
2. Joseph Semione
3. George Doherty
4.  David D’Amore

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

• Executive Director
• Auditor

2. Appointment of Executive Director:

MOTION: To appoint Jim Mraz to serve as the IDA’s Executive Director for 2019 at a salary of $20,759/year.

MADE BY:
SECONDED:
VOTE:

3. Appointment of Auditor:

• Funds to hire West & Company are in the 2019 Budget.
• Proposed 2019 fee is the same as 2018.

MOTION:             To appoint West & Company to serve as the IDA’s Auditor for 2019 and to authorize the Chairman to execute an Agreement with West & Company to audit the IDA’s 2018 financial statements at a fee of $8,750 and to provide 2019 payroll services for $500.

MADE BY:
SECONDED:
VOTE:

• It is recommended that the IDA retain the law firm of Fitzgerald, Morris, Baker, Firth, PC to serve as IDA Counsel in 2019 and provide both general legal services and legal services for Tryon.
• Total Not-To-Exceed Fee: $8,000
• These funds are included in IDA’s 2019 Budget.

MOTION: To authorize the Chairman to execute an Agreement with Fitzgerald, Morris, Baker and Firth, PC to provide legal services in 2019 at a total fee of $8,000.

MADE BY:
SECONDED:
VOTE:

• It is recommended that the IDA retain Carol Ellis to serve as the Chief Financial Officer and to perform financial services for the IDA in 2019.
• Total Fee: $2,040
• These funds are included in IDA’s 2019 Budget.

MOTION: To authorize the Chairman to execute an Agreement with Carol Ellis to serve as the Chief Financial Officer and provide financial services to the IDA in 2019 at a total fee of $2,040.

MADE BY:
SECONDED:
VOTE:

• Per the IDA’s Investment Policy, it is proposed that NBT Bank be designated as the depository of IDA funds.

IDA ACTION:

MOTION:       To designate NBT Bank as the depository of IDA funds for 2019.

MADE BY:
SECONDED:
VOTE:

• Chief Financial Officer has completed the IDA’s 2018 Financial Report.
• This Report will be sent to West & Company to audit.
• Review Report: Handout

IDA DISCUSSION:

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 2018 Performance and Measurement Report:

• See attached.

IDA DISCUSSION:

IDA ACTION:

MOTION:                To authorize the Chairman to sign the 2018 Performance and Measurement Report and to authorize the Executive Director to post this report on the IDA’s website.

MADE BY:
SECONDED:
VOTE:

1. Background:

• The 2009 Public Authorities Reform Act requires board members of public authorities to conduct an annual evaluation of its performance.
• Evaluation forms were e-mailed to all IDA Board members on December 12, 2018.
• Executive Director has collected the forms and tallied the results.

2. Review Summary of 2018 IDA Board Performance Questionnaire

• See Handout.

IDA DISCUSSION:
IDA ACTION:

MOTION:   To authorize the Executive Director to post the 2018 Summary of IDA Board Performance Questionnaire on the IDA’s website.

MADE BY:
SECONDED:
VOTE:

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.

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

The Executive Director and Chief Financial Officer recommend that the IDA Board amend the IDA’s Internal Financial Control System by adding the following additional language:

A.  All invoices received that do not have prior authorization by the IDA Board shall be submitted to the IDA Board at their next regularly-scheduled meeting to get authorization to pay.

B.  All invoices received that IDA Board authorization has been given and once reviewed and approved by both the Chief Financial Officer and Executive Director, the Chief Financial Officer shall transfer the necessary funds and prepare a check for payment.

IDA DISCUSSION:

IDA ACTION:

MOTION:                   To amend the IDA’s Internal Financial Control System per the recommendations of management.

MADE BY:
SECONDED:
VOTE:

3. Internal Financial Control System Certification:

• 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.
• The Board amended its Internal Financial Control System to address recommendations submitted by management.
• Proposed statement reads as follows:

      “The IDA Board has amended the internal controls per the recommendations of management.  The IDA Board of Directors has documented and assessed the internal control structure and procedures of the Fulton County Industrial Development Agency for the year ending December 31, 2018.    The amended internal controls were determined to be adequate and no deficiencies were identified.  No additional corrective actions were deemed required.” 

IDA DISCUSSION:

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:
SECONDED:
VOTE:

• Fulton County appropriates $15,000 in the Planning Department budget to help the IDA cover costs associated with operating the Tryon Technology Park.
• Typical costs the IDA seeks reimbursement from Fulton County are insurance and mowing.
• Fulton County’s Budget Director has asked to have, starting in 2019, the IDA execute an Agreement with Fulton County to allow for these expenses to be reimbursed.

IDA DISCUSSION:

IDA ACTION:

MOTION:             To authorize the Chairman to execute an Agreement with Fulton County regarding IDA costs at Tryon.

MADE BY:
SECONDED:
VOTE:

• The Draft 2018 Annual Report was e-mailed to all IDA members on December 18, 2018.
• Review Draft 2018 Annual Report.

IDA DISCUSSION:

IDA ACTION:

MOTION:   To approve the IDA’s 2018 Annual Report, to authorize the Executive Director to post the Annual Report onto the IDA’s website and to file the report with the Board of Supervisors.

MADE BY:
SECONDED:
VOTE:

1. Background:

• Palatine Dairy, LLC is located in the Village of Nelliston, Montgomery County.
• Palatine Dairy currently occupies an old 20,000+/- sf slaughterhouse building that they only occupy about 1/3 of the building.
• Palatine Dairy currently produces 45 flavors of cheddar cheese and six (6) flavors of cheese curds.
• Palatine Dairy currently employs approximately ten (10) people.

2. Proposed Project:

a.  Background:

• Palatine Dairy wants to expand its business to start manufacturing:
  – Artisanal cheeses
  – Butter
  – Ice cream
  – Yogurt: both drinkable and cup styles
• Palatine Dairy needs more space for the new process equipment it needs to purchase to manufacture these products.
• Palatine Dairy can’t expand at its current location due to a number of factors.

b.  Project Need:

• Palatine Dairy currently occupies a 20,000 SF building in the Village of Nelliston, Montgomery County.
• The Company was purchased in 2018. The new owner wants to expand production.
• The Company purchased an 8-acre parcel adjacent to its existing building to use to construct a 20,000+/- SF addition to create additional dairy manufacturing space.
• However, the Company discovered that a NYSDOT Drainage Easement traversed through the 8-acre parcel that would significantly impact the Company’s ability to construct the addition as desired.
• More importantly, the Montgomery County Sewer District advised the Company that it did not have the wastewater capacity to handle the additional flow that the Company would generate from its expansion.
• These two (2) factors resulted in a determination being made by the Company that it could not expand in its existing building in Nelliston.
• The Company then began looking for existing buildings that had the square footage of floor space and wastewater capacity to accommodate the Company’s needs.
• The Company found the 80,000+/- building at 251 N. Comrie Avenue in the City of Johnstown.
• The building contained the amount of space needed to accommodate its expansion plans. In addition, the Gloversville-Johnstown Wastewater Treatment Plant advised the Company that it has the capacity to treat all of the wastewater the Company would discharge after it expanded.
• Upon evaluating the building’s capacities and conditions, the Company determined this building would be the best fit to accommodate is expansion plans.
• This is why the Company is proposing to purchase this building and execute its expansion plans there.

c.  Proposed Project:

• Palatine Dairy has entered into a contract to purchase the former Spray Nine Building located at 251 North Comrie Avenue/NYS Route 30A in the City of Johnstown.
• This building contains approximately 80,000 sf in two (2) stories and sits on a 3.1 acre parcel.
• This building is currently owned by Kaldar, Inc. 70 Railroad Place, Unit 605, Saratoga Springs, NY.
• Palatine Dairy desires to purchase this building and renovate it to:

1. Create spaces to manufacture dairy products.
2. Create space for a retail store.
3. Create space for a restaurant.

• The primary use of the building would be the manufacturing of dairy products.
• Retail would be a small component of the building.

3.  Application for Tax Exemption:

• Palatine Dairy has submitted a Project Application to the IDA requesting the following IDA benefits:

1. Property Tax Exemption
2. Sales Tax Exemption

• Total benefits requested would exceed $100,000.
• Since Palatine Dairy’s Project Application requests IDA benefits greater than $100,000, a public hearing must be held.

4.  Public Hearing:

• A public hearing will be held in the IDA office on Tuesday, February 5, 2019, at 10:00 a.m. in the Planning Department Conference Room.
• See attached resolution.

IDA DISCUSSION:

IDA ACTION:

MOTION:                   To adopt the Resolution to schedule a Public hearing related to the Palatine Dairy, LLC Project.

MADE BY:
SECONDED:
VOTE

5.  Project Structure:

• Palatine Dairy, LLC will lease the property at 251 North Comrie Avenue to the IDA.
• The IDA will lease the facility back to Palatine Dairy, LLC.

6.  Project Number:

• The project has been assigned Project Number: 1701-19-01-A

7.  SEQR:

• The City Planning Board is conducting a Coordinated SEQR Review of the proposed project.
• The City Planning Board has proposed itself as Lead Agency.

IDA ACTION:

MOTION:                   To authorize the Executive Director to send a letter to the City Planning Board endorsing having the City Planning Board serve as the Lead Agency for the Coordinated SEQR Review of the proposed Palatine Dairy Project.

MADE BY:
SECONDED:
VOTE:

8.  Site Plan Approval:

• On January 8, 2019, Palatine Dairy, LLC submitted its Site Plan to the City of Johnstown Planning Board in accordance with the City’s Zoning Ordinance.

• In 2016, the IDA became a Gold Member of the FCCRG.
• IDA has received a renewal invoice from the FCCRG to continue the membership for another year.
• Invoice Amount: $1,000
• $1,000 is included in the 2019 Budget for this membership.

ISCUSSION:

IDA ACTION:

MOTION:

MADE BY:
SECONDED:
VOTE:

1. Background:

• Century Linen & Uniform, Inc. (formerly Robison & Smith) is a locally owned and operated family business that provides healthcare linen solutions, work uniform programs, entrance mats, and linen services to other businesses throughout New York.
• It currently has two (2) plants:

1) Gloversville: This plant serves exclusively healthcare.
2) Johnstown: This plant serves restaurants, hotels, industrial, and retail medical.

• The company also operates:

1) Three (3) service centers across the state, in Canastota, Potsdam, and Albany.
2) A small dry-cleaning operation.
3) Coin laundries.

• Century employs about 330 full time persons within New York State.
• In 2017, Century Linen submitted a Project Application to the IDA for a project they were pursuing on Union Avenue Extension in the City of Johnstown.
• However, that project did not move forward.

2. Proposed Project:

• Century Linen is now proposing to lease an existing building at 125 Balzano Road in the City of Gloversville.
• The building contains 50,000 sf and is currently owned by STAG, Boston, MA.
• Century Linen projects to invest approximately $8.2 million on this project through renovating the building and purchasing and installing new machinery and equipment.
• This proposed project is needed by Century Linen to upgrade and modernize its operation, remain competitive and support recent and future growth of its business.

3.  Project Application:

• Century Linen has filed a Project Application with the IDA.
• The Application Fee has been paid.

4.  Project Structure:

• At present, STAG owns the building Century Linen plans to occupy.
• STAG will lease the building to Century Linen.
• Century Linen will eventually seek to purchase the building from STAG.
• The IDA will enter into a Lease-Leaseback structure with STAG/Century Linen.

5.  Project Number:

• The project has been assigned the following Project Number: 1701-18-02-A

6.  SEQR:

• Proposed project should be classified as a Type II Action because the proposed project primarily involves replacement, rehabilitation or reconstruction of a structure or facility, in kind, on the same site, including upgrading buildings to meet building, energy, or fire codes unless such action meets or exceeds any of the thresholds in Section 617.4 of the SEQR Regulations.

IDA ACTION:

MOTION:       To classify the proposed project as a Type II Action meaning it is exempt from SEQR.

MADE BY:
SECONDED:
VOTE:

7.  IDA Benefits Requested:

• Century Linen’s Project Application requests one (1) IDA benefit: Sales Tax Exemption
• Total projected sale tax benefit requested: $660,000
• Since Century Linen’s Project Application requests IDA benefits greater than $100,000, a public hearing must be held.

8.  Public Hearing:

• The public hearing must be held in the City of Gloversville.
• The public hearing will be held on:
  Monday
  February 4, 2019
  10:00 a.m.
  Conference Room
  Gloversville City Hall

IDA DISCUSSION:

IDA ACTION:

MOTION:                   To adopt a Resolution to schedule a Public Hearing related to the Century Linen and Uniform, Inc.’s project.

MADE BY:
SECONDED:
VOTE:

• 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.

• 2019 Fire Tax Bill:

174.-2-65               :           $   35.48

174.-2-66               :           $   34.99

• 2019 Fire Tax Bills are:

164.-2-54               :           $     1.22

164.-2-16.5            :           $ 486.00

IDA DISCUSSION:

IDA ACTION:

MOTION:                   To authorize the payment of these four (4) Town of Johnstown Fire Tax bills.

MADE BY:
SECONDED:
VOTE:

1. Background:

• Each year, the IDA monitors all PILOT Agreements it has on projects to verify that PILOT payments are being made per the PILOT Agreements.
• Each year, the IDA sends a letter to every company it has a PILOT with asking that they fill out a PILOT Report.
• The IDA also sends a similar letter to all local taxing jurisdictions impacted by an IDA PILOT. The information from local taxing jurisdictions is used to compare against the information received from companies.
• Initial letters were sent out on November 8, 2018.
• Follow-up letters were sent on December 26, 2018.

2. Status Report:

• To date, the IDA has received responses from:

Companies:
Johnstown Renewables
CG Roxane
YMCA

Municipalities/School Districts:
Fulton County
Town of Johnstown
City of Johnstown
City of Gloversville
Greater Johnstown School District

• The IDA is waiting for a response from:
  

Companies:
Swany

Municipalities/School Districts:
Fonda-Fultonville School District

3. Summary of 2018 PILOT Payments:

•  See handout.

4. As of January 1, 2019, the IDA has the following active projects:

Owner: IDA
Lessee: CG Roxane
Address: 1 Old Sweet Road, Johnstown
Occupant: CG Roxane

Owner: IDA
Lessee: YMCA
Address: 213 Harrison Street, Gloversville, NY
Occupant: YMCA

Owner: IDA
Lessee: Johnstown Renewables
Address: Enterprise Drive, Johnstown, NY
Occupant: Johnstown Renewables

5. As of January 1, 2019, the IDA has the following active PILOT Agreements:

Owner: IDA
Lessee: CG Roxane
Address: 1 Old Sweet Road, Johnstown
Occupant: CG Roxane

Onner: IDA
Lessee: Johnstown Renewables
Address: Enterprise Drive, Johnstown, NY
Occupant: Johnstown Renewables

6. Lease Terminations in 2018:

A. The Lease/PILOT with Swany was terminated on December 18, 2018.

• 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:

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 :
SECOND :
VOTE :
TIME :

MOTION : To go out of Executive Session.

MADE BY :
SECOND :
VOTE :
TIME :

Tuesday
February 12, 2019
8:00 a.m.

MOTION :
MADE BY :
SECONDED :
VOTE :
TIME :