PRESENT:

MIKE FITZGERALD, CHAIRMAN
JOSEPH GILLIS, SECRETARY (ZOOM)
TODD RULISON, TREASURER
JOSEPH SEMIONE, MEMBER
DAVID D’AMORE, MEMBER
GREG TRUCKENMILLER, MEMBER
JAMES MRAZ, EXECUTIVE DIRECTOR
KARA LAIS, FITZGERALD, MORRIS, BAKER, FIRTH PC
SCOTT HENZE, PLANNING DIRECTOR
LESLIE FORD, FULTON COUNTY CENTER FOR REGIONAL GROWTH

MOTION        :           Accept as presented.
MADE BY      :           Dr. Greg Truckenmiller
SECONDED  :           David D’Amore
VOTE             :           Unanimous

MOTION        :           Accept as presented.
MADE BY      :           Todd Rulison
SECONDED  :           Joseph Semione
VOTE             :           Unanimous

A. Nominating Committee

• No report.

B. Audit Committee:

• Monthly Bank Reconciliation Report:  Joe Semione

IDA DISCUSSION:   Joe Semione approved the Monthly Bank Reconciliation Reports.

C. Governance Committee:

• No report.

D. Finance Committee:

•  No report.

1. Fulton County Report:
2. FCCRG Report: (See attached.)  Dr. Leslie Ford

• Nexus has received National Grid’s approval of the interconnect.
• Nexus is working with Vireo to obtain an easement along the rear of Vireo’s property to run its electric lines from the solar project to the interconnect point with National Grid’s electric lines.

1. Background:

• In November 2021, the IDA executed a Purchase and Sale Agreement with Winstanley Enterprises (WE) to purchase all 240+/- acres of land at Tryon.
• In November 2022, the IDA and WE executed Amendment No. 1 to reduce the purchase price of the lands from $5,800,000 to $3,925,880 due to the costs WE would be incurring to demolish the existing buildings.
• In December 2022, the IDA and WE executed Amendment No. 2 to extend the Due Diligence completion date from December 31, 2022 to February 28, 2023.
• In January 2023, the IDA and WE executed Amendment No. 3 to convert the Purchase and Sale Agreement into a 3-year Option Agreement.

2. Proposed Amendment No. 4:

• WE has requested that its annual option payment under the Option Agreement be revised from $100,000 to $25,000.

IDA DISCUSSION:   Jim Mraz reviewed the information on the Agenda.  Joe Semione asked to go into an Executive Session to discuss the proposed acquisition, sale or lease of real property.

IDA ACTION:

MOTION:                   To go into Executive Session to discuss the proposed acquisition, sale or lease of real property.

MADE BY:                 Joseph Semione
SECONDED:             Dave D’Amore
VOTE:                        Unanimous
TIME:                         8:10 a.m.

MOTION:                   To go out of Executive Session.

MADE BY:                 Dave D’Amore
SECONDED:             Mike Fitzgerald
VOTE:                        Unanimous

TIME:                         8:34 a.m.

Jim Mraz suggested that a motion to approve changing the annual option payment also include requesting that WE agree to return the Tryon domain names back to the IDA if Winstanley decides to no longer continue with the Option Agreement.  Jim Mraz asked if there were any further discussion.  There was none.

MOTION:                   To authorize the Chairman to execute Amendment No. 4 which would reduce the annual payment under the Option Agreement to $25,000 and to have said Amendment state that WE will return all Tryon domain names back to the IDA if Winstanley decides to not renew the Option Agreement.

MADE BY:                 Dave D’Amore
SECONDED:             Dr. Greg Truckenmiller
VOTE:                        5 in favor, 1 opposed (Semione)

• Punchlist was prepared and submitted to Koval.
• Once punchlist is complete, final payment will be processed.
• Last step is to connect the Mission Communications Remote Telemetry Unit. The Unit has been in place.  Mission Communications has been waiting for the UPS to be installed and the pumps reprogrammed before connecting their unit.
• This Unit will allow the generator and sewer pumps to communicate with the County’s 911 Center.
• Koval is trying to get Mission Control’s technician to come out to site to connect the system. To date, Mission Control has not been returning calls.

1. Sales Tax Exemptions:

a) On July 13, 2021, the IDA Board approved granting up to $2,251,520 in sales tax exemptions.

b) On August 9, 2022, the IDA Board authorized increasing the total sales tax exemptions available from $2,251,520 to $3,284,534 contingent upon Vireo signing either a standard Lease or an Agent and Equipment Lease.

c) On May 9, 2023, the IDA Board authorized extending from May 31, 2023 to October 31, 2023 the deadline for using sales tax exemptions. This approval was granted contingent upon Vireo signing an Agent and Equipment Lease and paying the balance of the Administrative Fee owed the IDA.

d) On October 10, 2023, the IDA Board extended the deadline to March 31, 2024.

e) To date, Vireo has not executed the Agent and Equipment Lease.

• IDA received the following invoice from FMBF:
• General Legal Services in 2023 :           $5,962.50

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 a payment in the amount of $5,962.50 to Fitzgerald, Morris, Baker, Firth for legal services provided in 2023.

MADE BY:                 Joe Semione
SECONDED:             Todd Rulison
VOTE:                        Unanimous

1. Background:

• Fulton County completed its existing Development Strategy in 2018.
• Fulton County has budgeted funds to prepare a new Strategy in 2024.
• IDA Board has agreed to contribute $25,000 towards the cost of preparing this Strategy.
• Fulton County will be hiring a professional consultant to prepare the new Development Strategy.

2. Housing:

• A key component of the professional consultant’s work will be to assess housing needs in the County and to develop a Strategy/Plan to address those needs.

3. Scope of Work:

• At its November meeting, IDA members reviewed and commented on a draft scope of work for the Consultant.
• See attached revised draft scope of work.

IDA DISCUSSION:   Jim Mraz reviewed the draft Scope of Work that was attached to the Agenda.  He stated that the Request for Proposals will reference having a new Development Strategy prepared in 2024 and not updating the previous Strategy.  He stated this change was made at the recommendation of Ron Peters.  He stated the Development Strategy will be broken into three (3) main components:

• Economic Development
• Tourism
• Housing

For each component, Roundtable meetings will be held with targeted groups for each of those components.  He reviewed the Scope of Work for each of these three (3) main components.  There were several changes recommended by IDA Board members and Dr. Leslie Ford.  Jim Mraz stated that he would have these recommended changes incorporated into a revised Scope of Work.

1. Background:

• On November 14, 2023, the Gloversville Common Council gave final approval to changing the zoning for the Crossroads Business Park.
• The changes added the following uses as allowed uses in that Zoning District:

– Townhomes
– Condos
– Market Rate Apartments
– Single-Family Housing

• The Common Council also approved changing the name of that Zoning District from Crossroads Business Park to Crossroads Park Zone.

2. Next Steps:

• Does the IDA Board want to:

– Prepare a marketing brochure.
– Retain a realtor.

IDA DISCUSSION:   Jim Mraz reviewed the information on the Agenda.  He asked IDA Board members what, if anything, they wished to do now with respect to marketing the Crossroads Business Park for housing?  Mike Fitzgerald stated that he recommends that the only portion of Crossroads that should be marketed for housing is the lower section along Kathy’s Way.  Dave D’Amore questioned what marketing materials would be produced?  He asked if it would be printed paper or a Site Plan developed and put onto the IDA’s website?  He also suggested using a QR Code.  Joe Gillis stated that he also agreed that only the portion along Kathy’s Way should be marketed for housing.  He stated the upper section of Crossroads on Sal Landrio Drive should continue to be marketed for businesses.  Jim Mraz stated that the IDA Board has two (2) ways it can pursue having marketing materials prepared.  He stated the IDA could have those materials prepared themselves and then provide those marketing materials to a realtor that the IDA would engage to market Crossroads.  He stated the other option would be for the IDA Board to hire a realtor and have that realtor prepare its own marketing materials.  There was a brief discussion on what realtors the IDA would be interested in utilizing.  After a brief discussion, it was the consensus of all IDA members present that Caldwell Banker Prime Properties and Howard Hannah be the two (2) realty companies that the IDA would deal with.  Jim Mraz suggested him reaching out to both companies and asking them to submit a proposal that would identify how they would market Crossroads, the types of marketing materials they would prepare and what their fee would be to list and market Crossroads for housing.  It was the consensus of all IDA members present to have Jim Mraz contact those two (2) realty companies and ask for proposals.

• New York State Economic Development Council and Empire State Development are working with Newmark Global Strategy to evaluate semiconductor sector capabilities in New York State.
• One component of this evaluation is to identify potential sites for semiconductor companies.
• On November 15, 2023, Tryon was submitted as a potential site for a semiconductor business.

IDA DISCUSSION:   Jim Mraz reviewed the information on the Agenda.  Mike Fitzgerald stated that NBT is interested in sponsoring a conference to help market FMCC’s clean room.  He stated there is a semiconductor corridor being developed in New York State with Micron Project in Clay, New York, Cree in Utica, Globalfoundaries in Saratoga, the Nanocenter in Albany and IBM in Poughkeepsie.  He stated Fulton County lies in the middle of this semiconductor corridor.  He stated NBT’s interest in sponsoring a conferenced at FMCC would promote and market FMCC to the semiconductor industry.  He stated that the IDA may want to participate in this conference and market Tryon as a potential site for the semiconductor business.  Jim Mraz asked Mike Fitzgerald to keep the IDA Board apprised of NBT’s work on the development of this conference.  The IDA may be interested in becoming a sponsor for this event.

I. Internal Financial Control System:

 1. Summary:

A. The Fulton County Industrial Development Agency utilizes an internal control system to preserve the assets of the organization.
B. System procedures shall be reviewed annually by the independent auditors who will make recommendations to the Board of Directors for suggested changes.
C. In addition, during the year, changes may be recommended by IDA’s management. However, such changes shall not be implemented until reviewed by independent auditors and approved by the IDA Board.

2. Cash Receipts:

A. The Chief Financial Officer shall open the daily mail and make copies of the checks received and file same.
B. The Chief Financial Officer shall prepare and make a bank deposit as needed.
C. Upon completion of the deposit, the Chief Financial Officer shall enter the deposit in the appropriate Agency’s records.
D. All bank accounts shall be reconciled monthly.

3. Cash Disbursements:

A. All purchases shall be made according to the IDA’s Procurement Policy. The IDA’s Procurement Policy shall be reviewed annually by the IDA Board.
B. All invoices received shall be reviewed by the Chief Financial Officer and verified for accuracy and completeness. The Chief Financial Officer shall then forward them to the Executive Director for review for completeness and accuracy.
C. 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.
D. 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.
E. All IDA checks shall have two (2) signatures. One shall be by the Chief Financial Officer.  The second shall be by an authorized member of the IDA Board.  In the absence of the Chief Financial Officer, the second signature can be by another member of the Audit Committee.  The Executive Director shall not be an authorized signer.
F. An authorized signer may not sign his/her check for reimbursement of approved travel, unless signed by a second IDA Board member.

4. Budget Reports:

A. Budget Reports shall be prepared regularly by the Chief Financial Officer in a format approved by the Board of Directors.
B. Budget Reports includes the following information:

• List of all IDA Accounts
• Current Year Budgeted Amount for each Account
• Year to Date Expenditures for each Account
• Balance in each Account
• Current Balances for all Investments

C. All Budget Reports shall be reviewed by the Executive Director prior to presentation to the IDA Board.
D. All investment of IDA funds shall be in accordance with investment policies. Investment activities shall be reported to the Board monthly.  All investment decisions must have the Executive Director’s approval after review for compliance with current investment policies.

5. Quarterly Tax Returns:

A. Quarterly Federal and State Tax Returns shall be signed by the IDA Treasurer or any member of the Audit Committee.

6. Bank Statement:

A. The Chief Financial Officer shall provide at each IDA Board of Directors’ meeting a copy of the latest Bank Statement to verify the funds actually in the IDA’s bank account. (Added January 9, 2018.)

7. Monthly Bank Account Reconciliation Forms:

A. The Chief Financial Officer shall provide, at each IDA Board of Directors’ meeting, Monthly Bank Account Reconciliation Forms for each IDA bank account that a member of the Audit Committee will review and, if found acceptable, sign.

8. Treasury Bills:

A. The IDA Board shall determine whether to invest funds into Treasury Bills.
B. The CFO shall invest funds into Treasury Bills as directed by the IDA Board.

C. The CFO shall provide monthly reports to the IDA Board regarding the status of all investments in Treasury Bills.

II.  IDA’S Internal Controls Assessment Plan:

1. Define the IDA’s Primary Functions:

a. Annually review the mission of the IDA and verify that its primary operating responsibilities, operations and functions that will help fulfill its mission.
b. Annually evaluate the IDA’s written mission statement to ensure that it clearly defines the IDA’s purpose.
c. Define IDA’s objectives and ensure they are understood by IDA staff.
d. Review policies, procedures and guidelines to ensure that they guide IDA staff in the operations of the IDA and provide methods and procedures to assess the effectiveness of those functions.

2. Determine Risks:

a. Assess the internal and external risk exposure and associated vulnerability of each function of the IDA and assign a corresponding risk level (i.e. high, medium, or low).
b. If a risk is identified, the IDA Board shall determine how to best handle it by evaluating its significance, likelihood, and cause.
c. Based on the assigned risk levels, the IDA Board shall determine how frequently to review the controls in place for each function.

3. Review Existing Internal Control Systems in Place:

a. The IDA Board and staff shall annually review and be aware of the policies and practices in place to ensure that the IDA is effective and to address the risks that are relevant to the operation.

4. Assess the Extent to Which the Internal Control System is Effective:

a. The assessment of internal controls should be a structured and monitored process to identify and report any weaknesses of the internal control structure to the IDA Board.
b. This process should determine if the existing control structure and procedures are adequate, to then mitigate risk, minimize ineffectiveness and deter opportunities that could lead to the abuse of assets.
c. The assessment should provide the IDA Board with information as to whether the IDA’s policies and operating practices were understood and executed properly, and whether they are adequate to protect the organization from waste, abuse, misconduct, or inefficiency.
d. This assessment shall be completed through a combination of inquiry and observation, a review of documents and records and by replicating transactions to test the sufficiency of the control system.

5. Take Corrective Action:

a. When a weakness is identified, a corrective action plan should be developed, adopted by the IDA Board and then monitored by the IDA Board to ensure that the vulnerability is addressed.

IDA DISCUSSION:   Jim Mraz reviewed the information regarding the IDA’s Internal Financial Control System included in the Agenda.  He stated that Carol Ellis, CFO, and himself reviewed the Internal Financial Control System and have no recommended changes to the system for this year.  He asked IDA Board members if they had any suggested changes to the language in the Control System? There were none.  Jim Mraz stated that the IDA Board will not be asked to approve a statement regarding the Internal Financial Control System at its annual meeting in January.

IDA DISCUSSION:  Jim Mraz stated that Todd would be leaving the IDA Board at the end of 2023.  He stated he is the second longest tenured IDA Board member having been appointed to the IDA Board in 2008.  He wanted to thank Todd for his 15 years of service to the IDA Board

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      :           Dr. Greg Truckenmiller
SECOND        :           Mike Fitzgerald
VOTE             :           Unanimous

TIME              :           9:07 a.m.

MOTION        :           To go out of Executive Session.

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

TIME              :           9:22 a.m.

Annual Meeting
Tuesday
January 9, 2024
4:00 p.m.

MOTION        :           To close the meeting.

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

TIME              :           9:23 a.m.