PRESENT ON CONFERENCE CALL:

___DAVE D’AMORE, CHAIRMAN
___­­­JOE SEMIONE, VICE CHAIRMAN
___TODD RULISON, TREASURER
___JANE KELLEY, SECRETARY
___TIM MUNN, MEMBER
___JOE GILLIS, MEMBER
___MIKE FITZGERALD, MEMBER
___JAMES MRAZ, EXECUTIVE DIRECTOR
___KARA LAIS, FITZGERALD, MORRIS, BAKER, FIRTH PC
___SCOTT HENZE, PLANNING DIRECTOR
___KENT KIRCH, FULTON COUNTY CENTER FOR REGIONAL GROWTH
___RON PETERS, FULTON COUNTY CENTER FOR REGIONAL GROWTH
___KEN ADAMCZYK, ECONOMIC DEVELOPMENT SPECIALIST, FULTON COUNTY CENTER FOR REGIONAL GROWTH
___JOHN BLACKMON, LIAISON, ECONOMIC DEVELOPMENT AND ENVIRONMENT COMMITTEE
___KEITH SANDOR, PRESIDENT, NEXUS RENEWABLES
___MIKE ANICH, LEADER-HERALD

Aye         Nay         Abstain           Absent

Dave D’Amore                  ___         ___         ___               ___
Joe Semione                ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

MOTION :
MADE BY :
SECONDED :
ROLL CALL VOTE :

Aye         Nay         Abstain           Absent

Dave D’Amore                  ___         ___         ___               ___
Joe Semione                ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

NOTE: A transcript of the July 14, 2020 meeting has been prepared and posted on the IDA’s website in compliance with Governor Cuomo’s Executive Order suspending the Open Meetings Law.

MOTION :
MADE BY :
SECONDED :
ROLL CALL VOTE :

Aye         Nay         Abstain           Absent

Dave D’Amore                  ___         ___         ___               ___
Joe Semione                ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

A. Nominating Committee

• No report.

B. Audit Committee:

• Monthly Bank Reconciliation Report: Joseph Semione

C. Governance Committee:

• No report.

D. Finance Committee:

•  No report.

1. Fulton County Report: John Blackmon, Liaison
2. FCCRG Report: Kent Kirch

1. Background:

• At its November 12, 2019 meeting, IDA Board hired Emery Designs to update IDA’s website.
• Executive Director has been participating in weekly Conference Calls with Emery Designs to discuss various issues.
• At its January 14, 2020 meeting, the IDA Board agreed to consolidate the information on the Tryon Technology Park website (tryontechnologypark.com) into the IDA’s website (fcida.org) but retain the domain name Tryon Technology Park.

2. Status Report:

• New pictures added to Home page.
• Added information on Workforce Training Programs available in Fulton County.
• Added info about each top employer in the County.
• Updated info about “Strategic Location.”

IDA DISCUSSION:

1. Background:

• At its April 14, 2020 meeting, the IDA Board authorized the Chairman to execute a Listing Agreement with Cushman Wakefield to market Tryon.
• Listing Agreement has been executed.

2. Status Report:

• Cushman Wakefield has listed Tryon’s shovel-ready land and the two (2) buildings onto their website as follows:
  – The land is listed at $27,500 per acre.
  – The 15,000+/- sf Building 60/the former Maintenance Shop is listed at $150,000.
  – The 15,000+/- sf portion of Building 3 referred to as the Midas Building is listed at $350,000.

• Cushman Wakefield has advised that there is a party interested in several existing buildings.

3. Appraisal:

• In order to sell one of the buildings, appraisals should be prepared to establish market value for these buildings.
• The IDA has received a proposal from Mark Grant, MAI from CBRE, Inc.
• The proposal calls for preparing Restricted Use Reports which will establish market values for each building. These reports will use primarily the sales approach to value the buildings.
• The proposal includes preparing Restricted Use Reports for three (3) existing buildings at Tryon.
• Total Cost: $4,500

IDA DISCUSSION:

IDA ACTION:

MOTION:            To authorize the Chairman to execute an Engagement Letter with CBRE to prepare Restricted Use Reports for three (3) buildings at Tryon at a cost of $4,500.

MADE BY      :
SECONDED   :
ROLL CALL VOTE   :
Aye         Nay         Abstain           Absent

Dave D’Amore                        ___         ___         ___               ___
Joe Semione                   ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

• All work has been completed.
• The cutover was completed on July 14, 2020.

IDA DISCUSSION:

1. Background:

• IDA Board retained Coldwell Banker Arlene M. Sitterly to market the 27+/- acre parcel of land on the south side of CR107.
• The IDA Board received four (4) formal offers to purchase the property. One of the offers was subsequently withdrawn.

2. May 12, 2020 IDA Board Meeting:

• At its May 12, 2020 meeting, the IDA Board unanimously agreed to accept the offer from Squires/McCashion.

3. June 9, 2020 IDA Board Meeting:

• On May 22, 2020, Dave Huckans/Dr. Shri Verma submitted a revised offer to the IDA. Revised offer increased purchase price from $30,000 to $90,000 with no contingencies.
• On June 8, 2020, Clayt Sitterly emailed the IDA advising that his clients, Squires/McCashion, had decided to not pursue its project and was therefore withdrawing its offer to purchase the 27+/- acres on the south side of CR107.
• At its June 9, 2020 meeting, the IDA Board agreed to meet with Mr. Huckans and Dr. Verma to discuss their revised proposal.

4. July 14, 2020 Meeting:

• On June 12, 2020, IDA representatives met with Dave Huckans, Dr. Verma and Baljit Verma to discuss their revised offer.
• Their plan for the property includes the following:

– Create a business to manufacture and distribute probiotics.
– Promote organic farming and use the site as a hub for selling organic farm-to-table products.
– Relocate an existing business to the site.

• On June 15, 2020, a request was made to Dave Huckans and Dr. Verma to prepare and submit to the IDA a more detailed business plan.
• On June 15, 2020, several questions were asked of the IDA about the property. Responses were provided on June 16, 2020.
• National Grid came to the site on June 23, 2020 to mark the location of their gas mains.
• On June 24, 2020, Dave Huckans called to ask that the utility rooms to the existing buildings be opened so he and Gloversville Water Department could see where water lines entered each building. Those utility rooms were opened the same day.
• On July 7, 2020, Dave Huckans submitted a revised business plan summarizing how they intend to develop the site. Revised plan was submitted and reviewed at July 14, 2020 meeting.
• At July 14, 2020 meeting, IDA Board authorized its Chairman to execute a Purchase Contract for the sale of these 27+/- acres to Huckans/Verma.

5. Update:

• Purchase Contract has yet to be signed by Verma/Huckans.
• Responded to series of questions submitted by Dave Huckans.
• Conducted conference call on August 3, 2020 with Dave Huckans and Paul Kolodziej, his attorney.
• Huckans is seeking additional information on three (3) items:

1. Estimated IDA legal fees that Mr. Huckans will be responsible for paying.
2. Verification that the Town of Perth or Fulton County will take over ownership of access driveway.
3. Verification that this parcel will be included in proposed Fulton County Sewer District No. 4.

• Huckans advised that these issues need to be addressed in order for them to execute the Purchase Contract.

IDA DISCUSSION:

1. Nexus Renewables:

• NR is a renewable energy developer that builds, owns, operates and finances renewable energy assets.
• NR is based in Canada.
• NR has been operational for approximately 1 year.
• NR has already contracted with 15 projects of which four (4) have been in New York State. Three (3) projects have been with NYS Gas and Electric and one (1) with Con Edison.  All four (4) of these projects are solar PV projects.
• NR’s projects in Canada are all Battery Energy Storage Systems (BESS).

2. Proposed Project:

• NR is proposing to develop a solar project on a 29+/- acre parcel adjacent to the Tryon Technology Park.
• The 29+/- acres is not part of the Tryon Technology Park.
• It was part of the 515 acres of land New York State deeded to the IDA as part of Tryon.
• This land was previously looked at by another solar company several years ago.
• NR desires to develop a 6.875 MW solar project on the site.
• Total Project Cost: $10,500,000
• The project includes:

1. The installation of +/- 980 freestanding, tracking solar tables (total +/- 23,700 modules/panels. Each row of solar tables will be approximately 5.5 ft. in height, 6.5 ft. in width, vary in length, and anchored into the ground via H piles.  While the project has approximately 25.2 acres of ground disturbance, it will only result in an increase in impervious surface of approximately 0.03 acres.
2. The array will have 50’ setbacks from property lines and be surrounded by a 6’ high chain-link fence with 3-strands of barbed wire affixed to the top for security purposes.
3. For visual screening, a landscape buffer will be planted along the perimeter that abuts the New York State Department of Corrections (NYSDOC) Hale Creek Correctional Facility and the Don Brown Bus Sales site. The remaining portions of the perimeter will be screened by existing wooded vegetation.
4. Other project elements include planting low-growth pollinator-friendly seed mix underneath the solar tables, both underground and overhead electrical lines, small operational and control structures, and mostly unimproved access roads.
5. Nexus will participate in the NYSERDA NY-Sun Initiative to provide clean energy to local businesses and residences.

• NR would pay for all costs associated with developing, constructing and operating the solar project.
• IDA would incur no costs.
• NR would lease land from the IDA for this project.
• IDA would generate two (2) revenues:

1. Land Lease: NR would pay a flat rate per acre per year
2. Solar Energy Generated: NR would pay a flat rate per kWh of solar energy generated

3. Project Application:

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

1. Sales Tax Exemptions.
2. Mortgage Recording Tax Exemptions.

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

4. Public Hearing:

• A public hearing was held on Tuesday, July 28, 2020, at 10:00 a.m. in the Town of Johnstown Town Hall.
• See attached Meeting Notes

5. Project Structure:

• NR will lease the property at Tryon to the IDA.
• The IDA will lease the facility back to NR.

6. Project Number:

• The project has been assigned Project Number: 1701-20-01-A

7. Project Benefits:

A. Revenue to the IDA:

• NR and the IDA will execute Lease and Revenue Sharing Agreements.
• The Lease will lease the 29+/- acres to NR.
• In return, NR will make an annual lease payment to the IDA.
• See attached Exhibit C.
• The Revenue Sharing Agreement will result in NR paying the IDA $1 per MWh of solar power generated.
• See attached Exhibit A.
• The total estimated revenue the IDA will receive is approximately $50,000 per year.

B. Property Taxes:

• NR’s Project Application did not request any real property tax exemptions from the IDA.
• The Broadalbin-Perth Central School District has requested that NR enter into a PILOT with the School District.
• The Town of Johnstown has also requested a PILOT.
• Both the School District and Town have not opted out of 487.
• The Town of Johnstown Assessor has provided NR with a preliminary estimate of what NR’s project would be assessed for. Based on that estimate, NR would pay approximately $55,000 in year 1 to Fulton County in County taxes.

8. SEQR:

A. Lead Agency

1. NR has submitted a Full Part I Environmental Assessment Form (EAF) to the IDA.
2. The EAF identifies the following potential Involved Agencies:

– IDA
– Town of Johnstown Planning Board
– Town of Johnstown Town Board
– NYS Energy Research and Development Authority
– NYS Department of Environmental Conservation
– Broadalbin-Perth Central School District
– U.S. Army Corps of Engineers

• At its July 14, 2020 meeting, the IDA Board classified the proposed solar project as a Type I action, proposed that it serve as the Lead Agency for a coordinated SEQR review and authorized the distribution of the EAF to all Involved Agencies asking for their consent to their consent to the IDA serving as Lead Agency
• Involved Agencies were given until 5:00 PM, Friday, August 7, 2020 to respond
• Responses were received from:

– Town of Johnstown Planning Board: Supports IDA serving as Lead Agency
– NYSDEC: Supports IDA serving as Lead Agency

IDA DISCUSSION:

IDA ACTION:

MOTION:       To designate the IDA to serve as the Lead Agency in a Coordinated SEQR Review on the proposed Nexus Renewables Project.

MADE BY:
SECONDED:
ROLL CALL VOTE   :

Aye         Nay         Abstain           Absent

Dave D’Amore                        ___         ___         ___               ___
Joe Semione                   ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

B. Part II EAF

• The IDA has completed a Part II EAF.
• See Attached
• Review Part II EAF

IDA DISCUSSION:

C. Determination of Significance

• Based upon its review of the Part I and II EAF and all project information, the IDA Board now needs to issue a Determination of Significance under SEQR.
• Two options exist:

1. Positive Determination: If the IDA Board determines that the proposed project may create 1 or more significant environmental impacts, it must issue a Positive Declaration which means a Draft Environmental Impact Statement (DEIS) must be prepared
2. Negative Declaration: If the IDA Board determines that the proposed project will not create any significant environmental impacts, it must issue a Negative Declaration which means a Draft Environmental Impact Statement (DEIS) does not have to be prepared and the SEQR process has been completed

IDA DISCUSSION:

IDA ACTION:

MOTION:

MADE BY:
SECONDED:
ROLL CALL VOTE   :

Aye         Nay         Abstain           Absent

Dave D’Amore                        ___         ___         ___               ___
Joe Semione                   ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

9. Application for Sales and Mortgage Recording Tax Exemptions:

• NR has applied to the IDA for sales and mortgage recording tax benefits.
• NR has advised that without these benefits, their proposed project would not be financially viable.
• The estimated benefits to be provided total approximately $880,000 of which $800,000 would be sales tax exemptions.
• See attached resolution to authorize granting these financial incentives

IDA DISCUSSION:

IDA ACTION:

MOTION:                   To adopt a resolution taking preliminary action toward undertaking a certain project, as defined herein, appointing Nexus Renewables U.S. Inc., or an entity to be formed (the “Company”), as agent of the Agency for the purpose of constructing and equipping the project facility (as defined herein) and authorizing the execution and delivery of an agent agreement and closing documents by and between the Agency and the Company.

MADE BY:
SECONDED:
ROLL CALL VOTE   :

Aye         Nay         Abstain           Absent

Dave D’Amore                        ___         ___         ___               ___
Joe Semione                   ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

10. Lease and Revenue Sharing Agreements:

A. Lease Agreement

• The lease would be for 25 years with NR having the option to extend the lease for three (3) additional five (5) year terms
• As a result, the total length of the lease could go to 40 years.
• There would be three (3) terms of the Lease:

1. Option Term: Up to 1 year: $1,000 fee to IDA: NR completes due diligence.
2. Development Term: Commences when NR exercises option: $1,000 fee to IDA: NR constructs solar project.
3. Commercial Operation Date: The date NR begins generating solar energy.  This is when lease would commence.

• First lease payment due on Commercial Operational Date.

B. Revenue Sharing Agreement

1. Runs co-terminus with Lease Agreement.
2. Revenue Sharing Agreement stipulates that NR would pay IDA $1 per MWh of solar energy generated.

C. Status of both Agreements

• NR has submitted draft Lease and Revenue Sharing Agreements to the IDA.
• Kara Lais and Jim Mraz have reviewed and commented on the draft documents.
• Both draft Agreements were e-mailed to IDA Board members to review.
• Once both Agreements have been approved by Kara Lais and Jim Mraz, the Chairman could then sign the Agreements.

DISCUSSION:

IDA ACTION:

MOTION:                   To authorize the Chairman to execute Lease and Revenue Sharing Agreements with NR subject to the approval of both Agreements by Kara Lais and Jim Mraz.

MADE BY:
SECONDED:
ROLL CALL VOTE   :

Aye         Nay         Abstain           Absent

Dave D’Amore                        ___         ___         ___               ___
Joe Semione                   ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

11.  Easement:

A. Background:

• The 29+/- acre parcel NR desires to lease from the IDA is landlocked and does not have direct access onto a public road.

B. Proposed Easement:

• It is proposed to grant NR a 20’ easement from CR117 paralleling the eastern boundary of Vireo Health’s property back to this 29+/- acre parcel.
• See attached map.
• NR is also pursuing other options for gaining access to this 29+/- acre parcel. If another option is selected, no easement from CR117 would be needed.

DISCUSSION:

IDA ACTION:

MOTION:                   To approve granting a 20’ easement from CR117 along the eastern boundary of Vireo Health’s property to the 29+/- acre parcel NR will be leasing from the IDA.

MADE BY:
SECONDED:
ROLL CALL VOTE   :

Aye         Nay         Abstain           Absent

Dave D’Amore                        ___         ___         ___               ___
Joe Semione                   ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

12.  Community Solar:

• Nexus’ project is considered a Community Solar Project.
• Nexus will receive certain credits that it can make available to local entities to help reduce monthly electric bills.
• Presentation: Ketih Sandor, President, Nexus Renewables

IDA DISCUSSION:

13.  Special Use Permit/Subdivision Approval:

• On July 7, 2020, NR submitted its application for a Special Use and Subdivision approval to the Town of Johnstown Planning Board.
• NR desires to subdivide the 29+/- acre parcel into four (4) separate tax parcels.
• The Town of Johnstown Planning Board met on July 14, 2020 to commence its review of the proposed solar project.
• The Planning Board will meet again on August 11, 2020 to continue its review of the proposed project

DISCUSSION:

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      :
SECOND        :

ROLL CALL VOTE   :

Aye         Nay         Abstain           Absent

Dave D’Amore                  ___         ___         ___               ___
Joe Semione                ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

TIME              :

MOTION        :           To go out of Executive Session.

MADE BY      :
SECOND        :

ROLL CALL VOTE   :

Aye         Nay         Abstain           Absent

Dave D’Amore                  ___         ___         ___               ___
Joe Semione                ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

TIME              :

Tuesday
September 8, 2020
8:00 a.m.

MOTION        :

MADE BY      :
SECONDED   :
ROLL CALL VOTE              :

Aye         Nay         Abstain           Absent

Dave D’Amore                  ___         ___         ___               ___
Joe Semione                ___         ___         ___               ___
Todd Rulison                        ___         ___         ___               ___
Jane Kelley                   ___         ___         ___               ___
Mike Fitzgerald               ___         ___         ___               ___
Joseph Gillis                 ___         ___         ___               ___
Tim Munn                      ___         ___         ___               ___

TIME              :