PRESENT:

MIKE FITZGERALD, CHAIRMAN
SUE COLLINS, VICE CHAIRMAN
JOSEPH GILLIS, SECRETARY
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
JON STEAD, ADMINISTRATIVE OFFICER
KENT KIRCH, FULTON COUNTY CENTER FOR REGIONAL GROWTH
ADAM WINSTANLEY, WINSTANLEY ENTERPRISES
ROBIN COOPER, ALBANY BUSINESS REVIEW (ZOOM)

MOTION        :           Accept as presented.
MADE BY      :           Joe Semione
SECONDED  :           Dave D’Amore
VOTE             :           Unanimous

MOTION        :           Accept as presented.
MADE BY      :           Mike Fitzgerald
SECONDED  :           Sue Collins
VOTE             :           Unanimous

A. Nominating Committee

1. Report of Nominating Committee: 2023 Officers

Chairman                                 :           Mike Fitzgerald
Vice-Chairman                        :           Sue Collins
Treasurer                                 :           Todd Rulison
Secretary                                 :           Joe Gillis

IDA DISCUSSION:   Jim Mraz reviewed the report from the Nominating Committee.  He asked if there were any changes proposed to the Nominating Committee’s report.  There was none.

IDA ACTION:

MOTION        :           To accept the report of the Nominating Committee for 2023 IDA Officers

MADE BY      :           Dave D’Amore
SECONDED  :           Greg Truckenmiller
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. Fulton County Report:
2. FCCRG Report: (See attached.)  Kent Kirch

• Nexus is reapplying for utility connection to secure needed incentives.

1. Purchase and Sale Agreement (PSA):

• The PSA the IDA executed with Winstanley Enterprises (WE) states that WE must complete its due diligence by December 31, 2022.
• On December 20, 2022, Adam Winstanley advised the IDA that, for several reasons, he has decided to not purchase the 242+/- acres at Tryon at this time.
• Adam Winstanley asked to have the Due Diligence Deadline extended.
• On December 21, 2022, Jim Mraz emailed all IDA members advising of Adam’s decision and asking if they would be okay with executing a 2^nd Amendment to the PSA to extend the Due Diligence period to February 28, 2023.
• All six (6) of the IDA members who responded said “yes” to executing the 2^nd
• The 2^nd Amendment was executed on December 22, 2022.
• The IDA Board needs to retroactively approve executing the 2^nd

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 Vice-Chairman to execute the 2^nd Amendment to the PSA to extend the Due Diligence Deadline from December 31, 2022 to February 28, 2023.

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

2. Presentation by Adam Winstanley:

IDA DISCUSSION:  Adam Winstanley stated that he’s been working for about a year and a half now to drive companies to Tryon.  He stated that, to date, there’s been some modest success in doing so.  He stated Winstanley became very close with one company but the company decided to locate its facility in Hartford, Connecticut.  He stated that manufacturing seems to be picking up in Upstate New York.  He stated that he has an appointment next week to show Tryon to a manufacturing company.

Adam Winstanley stated that real estate deals are becoming increasingly difficult.  He stated the economy is down, inflation is up, construction costs are up, resulting in higher rents.  Financing rates have gone quickly from 3% to 7%.  Many banks are out of the real estate market right now.  He stated that, as a result of our concerns with high interest rates and inflation, he stated Winstanley has decided to not move forward, at this time, with purchasing the lands at Tryon.  He stated that he has invested over $400,000 to date in Tryon and wants to continue pushing companies towards Tryon.

Adam Winstanley stated that he would like to continue working to bring companies to Tryon.  He stated he would like to convert the Purchase and Sale Agreement into an Option Agreement.  He proposed a 3-year Option Agreement whereby Winstanley would pay the IDA $100,000 a year for each of the three (3) years of the Option Agreement.

Adam Winstanley stated that one of the challenges he’s facing is the discovery of asbestos-lined underground piping at Building 3.  He stated having to abate this piping has significantly increased his estimated cost for abating and demolishing that building.

Joe Gillis asked if the IDA took the buildings down itself would that help Winstanley in marketing the property?  Adam Winstanley stated that his company estimates it will be over $3 million to abate and demolish the buildings.  He stated taking them down would make the site more visually attractive.  He stated that he had previously agreed that if the IDA were able to secure grant funds to help defray the cost of abatement, he would increase the purchase price in the same amount of the grant that was received.  Dave D’Amore asked if higher interest rates were impacting companies’ decisions.  Adam Winstanley stated “yes” to the extent that it’s making projects more challenging.  He stated there are still companies looking to do projects. It’s just that it is harder to do projects given the higher interest rates.  Adam Winstanley stated that his company believes in Tryon and that Tryon can be marketed to certain companies.

Joe Semione asked if the IDA was making a 3-year commitment by executing this Option and could the IDA get out of it at any particular time?  Jim Mraz stated that the IDA would be making a 3-year commitment.  He referenced the commitment more as a partnership with Winstanley Enterprises.  He stated, in the past year and a half, Winstanley has brought over six (6) companies to Tryon.  This is more than has been brought to Tryon in the past six (6) years.  He stated the IDA’s partnership with Winstanley Enterprises positions the IDA well for being able to attract companies to Tryon.

Jim Mraz asked if there was any further discussion.  There was none.

IDA ACTION:

MOTION:                To authorize the Chairman to execute a third Amendment to the Agreement with Winstanley Enterprises

MADE BY:                 Joe Semione
SECONDED:             Joe Gillis
VOTE:                        Unanimous

• Backup generator has been delivered.
• Koval set the generator on December 28^th.
• Koval pulled wires during week of 1/2/23.
• Processed $30,000 progress payment to Koval.
• Once complete, Koval will provide training to County Facilities’ staff.
• Koval will be providing a 2-year Maintenance Agreement to the County.

• 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 2023.

2022 Committee Appointees

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

2023 Committee Appointees

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

2022 Committee Appointees

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

2023 Committee Appointees

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

2022 Committee Appointees

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

2023 Committee Appointees

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

2022 Committee Appointees

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

2023 Committee Appointees

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

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 2023 at a salary of $24,242/year.

MADE BY:           Dr. Greg Truckenmiller
SECONDED:       Todd Rulison
VOTE:                  Unanimous

3. Appointment of Chief Financial Officer

MOTION: To appoint Carol Ellis as the Chief Financial Officer for 2023 at a salary of $5,250.

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

4. Appointment of Auditor:

• It is recommended that the IDA retain West & Company as the IDA’s Auditor.
• Total Fee: $9,250
• These funds are included in the 2023 Budget.

MOTION:             To appoint West & Company to serve as the IDA’s Auditor for 2023 and to authorize the Chairman to execute an Agreement with West & Company to audit the IDA’s 2022 financial statements at a fee of $8,750 and to provide 2023 payroll services for $500.

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

• It is recommended that the IDA retain Fitzgerald, Morris, Baker, Firth, PC to serve as IDA Counsel in 2023.
• Budgeted: $9,000

MOTION:       To authorize the Chairman to execute an Agreement with Fitzgerald, Morris, Baker and Firth, PC to provide legal services in 2023.

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 2023.

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

• Chief Financial Officer has finalized the IDA’s 2022 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 8, 2022 meeting.
• Executive Director has collected the forms and tallied the results.
• See attached results.

IDA DISCUSSION:   Jim Mraz reviewed the information on the Agenda.  He reviewed the summary report that was attached to the Agenda.  He asked IDA Board members if the results of the Questionnaire necessitates the Board to take any action.  It was the consensus of all IDA Board members present that no follow-up actions were needed.

IDA ACTION:

MOTION:                   To authorize the Executive Director to post the 2022 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 2022 Performance and Measurement Report:

• See attached.

IDA DISCUSSION:   Jim Mraz reviewed the information on the Agenda.  He reviewed the 2022 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 2022 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.

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

• At its December 13^th meeting, the IDA Board approved management’s recommendation to amend the System by adding to the description of the IDA’s Internal Financial Control System:

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.

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 2022 Certification Statement reads as follows:

      “The IDA Board has documented and assessed the internal control structure and procedures of the Fulton County Industrial Development Agency for the year ending December 31, 2022.    It was determined that the internal controls should be revised to include referencing Treasury Bills.” 

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

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:                 Todd Rulison
SECONDED:             Dave D’Amore
VOTE:                        Unanimous

• 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 2023 Budget for this membership.

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 $1,000 to the FCCRG for a Gold Membership.

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

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 22, 2022.
• Follow-up letters were sent out on ­December 21, ­­­­­­2022.

2. PILOT Reports were sent to the following:

a. Companies:

Vireo Health (sales tax only)
YMCA
CG Roxane
Benjamin Moore
Hoffman Carwash

b. Municipality/School Districts:

City of Johnstown
Greater Johnstown School District
Town of Johnstown
Fonda-Fultonville School District
Fulton County

3. Status Report:

• To date, the IDA has received responses from:

a. Companies:

Benjamin Moore
Hoffman Carwash
CG Roxane

b. Municipalities/School Districts:

Fulton County
Town of Johnstown
Greater Johnstown School District

4. As of January 1, 2023, the IDA has the following active projects:

5. As of January 1, 2023, the IDA has the following active PILOT Agreements:

NOTE:  IDA Board has approved granting a PILOT to Vireo Health of NY but the PILOT Agreement won’t be executed until 2023.

IDA DISCUSSION:  Jim Mraz reviewed the information on the Agenda.  He stated the IDA has not received all the responses from both companies and municipalities.  He stated once all of those are received, he will present the final report to the IDA Board.

1. 2022 Goals:

IDA DISCUSSION:   Jim Mraz reviewed the information on the Agenda.  He stated that the IDA successfully completed a number of goals and made progress on several others.  He asked members what goals they wanted to establish for 2023.  The following goals were suggested:

2023 Goals:

1. Identify and develop shovel-ready sites.
2. Work with the City of Gloversville to find alternate uses for the Crossroads Business Park.
3. Support the FCCRG and Fulton County’s efforts at Brownfield’s remediation.
4. Seek grant funding to perform asbestos abatement and demolition work at buildings at Tryon.
5. Hold a joint meeting between the FCCRG and IDA Boards.
6. Continue Board training.

IDA DISCUSSION:  Jim Mraz stated that he would have an Agenda item at the February meeting to finalize 2023 goals.

• 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.

• 2023 Fire Tax Bill:

174.-2-65               :           $   41.90

174.-2-66               :           $   41.33

• 2023 Fire Tax Bills are:

164.-2-54               :           $     1.44

164.-2-16.5            :           $ 574.00

IDA ACTION:

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

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

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              :           5:05 p.m.

MOTION        :           To go out of Executive Session.

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

TIME              :           5:37 p.m.

Tuesday
February 14, 2023
8:00 a.m.

MOTION        :           To close the meeting.
MADE BY      :           Sue Collins
SECONDED  :           Joe Semione
VOTE             :           Unanimous

TIME              :           5:34 p.m.