ST. LAWRENCE COUNTY INDUSTRIAL DEVELOPMENT AGENCY ST. LAWRENCE COUNTY IDA LOCAL DEVELOPMENT CORPORATION ST. LAWRENCE COUNTY IDA CIVIC DEVELOPMENT CORPORATION ST. LAWRENCE COUNTY LOCAL DEVELOPMENT CORPORATION ~ Meeting of March 26, 2015 CALL TO ORDER: Chairman Staples called the meeting to order at 8:34 AM at the IDA office, Ernest J. LaBaff Industrial Building, Canton. ROLL CALL: Blevins .......................... Hall................................ McMahon ..................... Weekes ......................... Present Absent Present Present Burke ......................... LaBaff ........................ Staples ....................... Present Present Present Others: SLCIDA Staff (Patrick Kelly, Richard Williams, Thomas Plastino, Kimberly Gilbert and Natalie Sweatland). PUBLIC NOTICE: Public notifications sent March 17, 2015 to, at a minimum: St. Lawrence County’s newspapers designated for the publication of local laws and other matters required by law to be published; additional local media sources and websites. PUBLIC COMMENT: None APPROVAL OF MINUTES: Motion to accept the minutes of the January 22, 2015 meeting by Mr. LaBaff, seconded by Mr. Weekes. Carried unanimously. FINANCIAL REPORTS: Mr. Plastino presents the Financial Reports for December 2014 and January 2015. He reports that the SLCIDA’s operating budget shows a loss of approximately $54,000 for the [2014] year. Overall, however, the authorities (combined) showed a slight profit (approximately $21,000 overall) in 2014, due to the SLCIDA-LDC. Chairman Staples explains to new member John Burke that the four authorities are separate and distinct organizations but with common board membership, and board members have a fiduciary duty to act independently for each board, but still work together. Mr. Blevins cites his concern that the SLCIDA cannot continue to lose money year after year, and that it needs to increase its project revenue to bridge the gap. Mr. Kelly notes that the transfer of the Gouverneur Industrial Building (lease/purchase project with Kinney Drugs) is showing as a loss on our books. Chairman Staples provides a brief history of the SLCIDA’s 2009-2010 negotiations with the County and SLCIDA’s decision to directly hire its own employees, noting that the decision saved the County considerable public funds. Mr. Blevins also noted that the SLCIDA assumed the legacy costs of the employees. Weekes/LaBaff motion to accept Mr. Plastino’s report. Carried unanimously. REPORTS OF COMMITTEES: Audit and Finance Committee met after the SLCIDA’s January 15, 2015 meeting. The Committee meeting included an introductory meeting with the independent audit team. The Governance Committee met on February 26, 2015. The Committee Chairman Brian Staples appointed Mark Hall to the Committee, replacing Joe Weekes, who serves on the Audit and Finance Committee. Many of the materials in today’s meeting packet were brought forward for full board action by this Committee. OLD BUSINESS: None STAFF REPORT: Mr. Kelly reports on the following: Board Member. Mr. Kelly welcomed the new legislative representative to the Board, Hon. John Burke. Defelsko. The Company executed the Lease/Leaseback documents earlier this month. He reminded board members that the project involved construction of a 25,000 sq ft building at the front corner of the OBPA Industrial Park. The project is proposed to add 15 jobs at Defelsko. Potsdam Hotel Associates. The company has requested an extension to its project-exempt status. Originally, the project status was to be terminated on 12/31/14, but the company has indicated it is still receiving billings for work performed in 2014. The company is only requesting an extension of time. No additional sales and use tax dollars are being exempted. Members agree to extend the status to June 30, 2015 so the company can complete its billings. Affinity. The company has requested an extension to its project-exempt status. Originally, the project was scheduled to be terminated on 12/31/14, but the company needs more time to finish the final phase of its project. Affinity has indicated that it had scaled back its aggressive schedule to meet market demand, thereby causing the delay in completion of the project. Board members agree to extend the status of December 31, 2015 to enable the company to complete the project. No additional sales and use tax dollars are being exempted. IDA Properties Report. We continue to await state grant reimbursement for the Massena Industrial Park project. The transfer of the Canton Industrial Park property, as outlined in the 5-party memorandum of understanding, will be finalized once the survey is complete. The Town of Canton has approved the transfer, it just needs the survey of the actual road. One has been requested. Newton Falls Rail Rehabilitation. We have been advised that it may be possible for light-rail traffic to begin in 2016. J&L and Local Development Corporation. Meetings with the County continue regarding the creation of a local development corporation. As parcels are cleaned, they will be turned over to the LDC for marketing purposes. Audit Request for Proposal. The current contract for independent audit services expires with completion of the 2014 audit. The Audit and Finance Committee will be responsible for overseeing the release of a new RFP. The RFP will most likely be released in July or August of 2015. Governor Cuomo’s Executive Budget. The Governor’s proposed Executive Budget included a requirement that New York State approve all the sales and use tax exemptions that would normally require only approval by the local IDA. The Senate and Assembly budgets; however, do not include this provision. New York State Economic Development Council. The annual meeting is scheduled for the end of May. Mr. Kelly notes he serves as Secretary to the NYSEDC’s Executive Committee. Annual Financial Disclosure Statements. The financial disclosure statements were delivered to the County Attorney’s office, as required by the County’s Ethics Board and as required by Public Authority Law. Canton-Potsdam Bypass. The IDA received an invitation to attend this group. Mr. Plastino attended on behalf of the IDA and presented a brief report. Clarkson Congdon and Snell Buildings. Mr. Kelly reports on a recent meeting with a developer interested in converting the two buildings to museum – incubator – StartUpNY – and housing space. Fort Drum. Mr. Kelly passed around a copy of the IDA’s testimony presented at the recent rally. Strike Force Training. Mr. Kelly reports that staff are looking into training funds made available by NYSDOL to areas of high unemployment. Staff are working on holding an event in April with businesses and local developers to explain the program. Summit USA (Washington DC). Brian Norton attended the Summit earlier this week. Wine and Beer Summit. As part of the Wine Trail promotion, staff will be working with NY Senator Patty Ritchie on a Wine and Beer Summit to be held in our building this summer. Tri-Town Packing. Issues between the Company and the USDA have yet to be resolved. The IDA continues to monitor the issue and support a mutually-acceptable solution. NEW BUSINESS: Resolution IDA-15-03-05: Compensation, Reimbursement and Attendance. Mr. Kelly notes that the Governance Committee has reviewed this policy, and recommends no changes. Motion to approve Resolution IDA-15-03-05 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution IDA-15-03-06: Whistleblower Policy and Procedures. Mr. Kelly notes that the Governance Committee has reviewed this policy and procedures document, and recommends no changes. Motion to approve Resolution IDA-15-03-06 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution IDA-15-03-07: Defense and Indemnification. Mr. Kelly notes that the Governance Committee has reviewed this policy, and recommends no changes. Motion to approve Resolution IDA-15-03-07 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution IDA-15-03-08: Code of Ethics. Mr. Kelly notes that the Governance Committee has reviewed the SLCIDA’s Code of Ethics document, and recommends no changes. Motion to approve Resolution IDA15-03-08 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution IDA-15-03-09: Adopting Conflicts of Interest Policy. Mr. Kelly notes that the SLCIDA had no formal Conflicts of Interest Policy in place, and modeled has this policy after that incorporated into the St. Lawrence County IDA-CDC’s bylaws. The Governance Committee has reviewed this policy, and recommends its approval by the full board. Motion to approve Resolution IDA-15-03-09 by Mr. LaBaff, seconded by Mr. Weekes. The motion is approved by unanimous vote. Resolution IDA-15-03-10: Designation of Newspapers for the Publication of Legal Notices. Mr. Kelly reports that this resolution will (in addition to regulations outlined in General Municipal Law and IRS Code) formalize the list of newspapers used for publication of legal notices, and adopts the newspaper rotation schedule currently used by the County. Formalizing a publication schedule is a “best practice” of the Authorities Budget Office. The newspaper designation does not apply when announcing meetings. Meetings are covered under Open Meetings Law and do not require a legal notice. The Governance Committee has reviewed this policy, and recommends it approval by the full board. Motion to approve Resolution IDA-15-03-10 by Mr. Weekes, seconded by Mr. Blevins. The motion is approved by unanimous vote. Resolution IDA-15-03-11: Accepting FY2014 SLCIDA Audit. Mr. Kelly reports that the IDA’s audit had a report of “no findings”. The financials show a significant loss due to those items disclosed earlier during the financial report portion of the meeting. Motion to approve Resolution IDA-15-03-11 by Mr. LaBaff, seconded by Mr. Blevins. The motion is approved by unanimous vote. SLCIDA 2014 Mission and Performance Report. Mr. Kelly reminds board members that they were provided this report earlier in the year. He notes that the SLCIDA had a very busy year. LaBaff/McMahon motion to accept this report. The report is accepted by unanimous vote. SLCIDA 2014 Annual Report Review. Mr. Kelly provides an overview of our site review process, noting the SLCIDA works diligently to evaluate job numbers. He notes that the SLCIDA often has to obtain more detailed verification of the job numbers provided to us by companies, to ensure that our reporting is true and consistent. Mr. LaBaff notes that if companies do not provide the promised jobs, we need to evaluate the situation for a decrease in benefits that were provided. Mrs. Sweatland reviews some of the items that were omitted from the report provided board members in the meeting packet. The report is accepted unanimously. Resolution LDC-15-03-05: Compensation, Reimbursement and Attendance. Mr. Kelly notes that the policy was reviewed by the Governance Committee on February 26, 2015, and recommends no changes. Motion to approve Resolution LDC-15-03-05 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution LDC-15-03-06: Whistleblower Policy and Procedures. Mr. Kelly notes that the Governance Committee has reviewed this policy and procedures document, and recommends no changes. Motion to approve Resolution LDC-15-03-06 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution LDC-15-03-07: Defense and Indemnification. This policy was also part of the Governance Committee’s annual review. Motion to approve Resolution LDC-15-03-07 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution LDC-15-03-08: Code of Ethics. Mr. Kelly notes that the Governance Committee has reviewed the Code of Ethics document, and recommends no changes. Motion to approve Resolution LDC-15-03-08 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution LDC-15-03-09: Adopting Conflicts of Interest Policy. Mr. Kelly notes that the policy is based on the SLCIDA-CDC’s policy. The Governance Committee recommends its approval by the full board. Motion to approve Resolution LDC-15-03-09 by Mr. Blevins, seconded by Mr. Weekes. The motion is approved by unanimous vote. Resolution LDC-15-03-10: Designation of Newspapers for the Publication of Legal Notices. Mr. Kelly references his remarks when presenting IDA Resolution No. IDA-15-03-10 and adds that the Governance Committee recommends approval. Motion to approve Resolution LDC-15-03-10 by Mr. Weekes, seconded by Mr. Blevins. The motion is approved by unanimous vote. Resolution LDC-15-03-11: Accepting SLCIDA Audit. Mr. Kelly reports that the audit includes the financials of the Greater Massena Economic Development Fund and the St. Lawrence River Valley Redevelopment Agency. Motion to approve Resolution LDC-15-03-11 by Mr. LaBaff, seconded by Mr. McMahon. The motion is approved by unanimous vote. SLCIDA-LDC 2014 Mission and Performance Report. LaBaff/Blevins motion to accept this report. The report is accepted by unanimous vote. SLCIDA-LDC 2014 Annual Report Review. LaBaff/Blevins motion to accept this report. The report is accepted unanimously. Resolution CDC-15-03-04: Compensation, Reimbursement and Attendance. Mr. Kelly notes that the Governance Committee recommends no changes to this policy. Motion to approve Resolution CDC-15-0304 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution CDC-15-03-05: Whistleblower Policy and Procedures. Mr. Kelly notes that the Governance Committee recommends no changes. Motion to approve Resolution CDC-15-03-05 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution CDC-15-03-06: Defense and Indemnification. Mr. Kelly notes that the policy remains unchanged from its last review. Motion to approve Resolution CDC-15-03-06 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution CDC-15-03-07: Code of Ethics. Mr. Kelly notes that the Governance Committee has reviewed the SLCIDA-CDC’s Code of Ethics document, and recommends no changes. Motion to approve Resolution CDC-15-03-07 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution CDC-15-03-08: Adopting Conflicts of Interest Policy. Mr. Kelly notes that the SLCIDA-CDC’s remains unchanged from that within its bylaws. Motion to approve Resolution CDC-15-03-08 by Mr. Blevins, seconded by Mr. McMahon. The motion is approved by unanimous vote. Resolution CDC-15-03-09: Designation of Newspapers for the Publication of Legal Notices. Motion to approve Resolution CDC-15-03-09 by Mr. Weekes, seconded by Mr. McMahon. The motion is approved by unanimous vote. Resolution CDC-15-03-10: Accepting FY2014 Audit. Mr. Kelly reports that the audit had a report of “no findings”. Motion to approve Resolution CDC-15-03-10 by Mr. Weekes, seconded by Mr. McMahon. The motion is approved by unanimous vote. SLCIDA-CDC 2014 Mission and Performance Report. Mr. Kelly reports that the Governance Committee at its February 26 meeting, recommended inclusion within the CDC’s Mission Statement of language that includes its loan fund, which is more correctly reflects part of the CDC’s mission. LaBaff/Weekes motion to accept this report and the suggestion of the Committee to revise the CDC’s mission statement. Both the report and the mission statement revision are accepted by unanimous vote. SLCIDA-CDC 2014 Annual Report Review. LaBaff/Weekes motion to accept this report. The report is accepted unanimously. Resolution MIC-15-03-04: Compensation, Reimbursement and Attendance. Motion to approve Resolution MIC-15-03-04 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution MIC-15-03-05: Whistleblower Policy and Procedures. Motion to approve Resolution MIC-1503-05 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution MIC-15-03-06: Defense and Indemnification. Motion to approve Resolution MIC-15-03-06 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution MIC-15-03-07: Code of Ethics. Motion to approve Resolution MIC-15-03-07 by Mr. Blevins, seconded by Mr. LaBaff. The motion is approved by unanimous vote. Resolution MIC-15-03-08: Adopting Conflicts of Interest Policy. Motion to approve Resolution MIC-1503-08 by Mr. Blevins, seconded by Mr. Weekes. The motion is approved by unanimous vote. Resolution MIC-15-03-09: Designation of Newspapers for the Publication of Legal Notices. Motion to approve Resolution MIC-15-03-09 by Mr. LaBaff, seconded by Mr. McMahon. The motion is approved by unanimous vote. Resolution MIC-15-03-10: Accepting FY2014 Audit. Motion to approve Resolution MIC-15-03-10 by Mr. Weekes, seconded by Mr. LaBaff. The motion is approved by unanimous vote. SLCLDC 2014 Mission and Performance Report. LaBaff/Weekes motion to accept this report. The report is accepted by unanimous vote. SLCLDC 2014 Annual Report Review. LaBaff/Weekes motion to accept this report. The report is accepted unanimously. Resolution IDA-15-03-12: Authorizing a Deobligation of USDA Rural Business Enterprise Grant Program Funding in the Amount of $137.00 Related to the North Country Grown Cooperative, Inc. Project. Mr. Kelly provides a brief overview of the project, noting that the SLCIDA purchased the vehicle through RBEG and would lease the vehicle to the Cooperative. Mr. Kelly adds that the Cooperative has advised him that recent articles appear quite bleak, but the Coop, while intending to reduce operations, is not ceasing operation altogether. The USDA has advised that the IDA can, if need be, transfer the lease to another entity. Mr. McMahon/LaBaff motion to amend the resolution to correct a mathematical error within the resolution. Motion to amend accepted unanimously. Blevins/LaBaff motion to accept the resolution, as amended. The resolution is approved by unanimous vote. EXECUTIVE SESSION: LaBaff/Weekes motion for Executive Session at 9:42 AM to review Board selfevaluations, and discuss the financial and credit history of a particular corporation. Mr. McMahon is excused at 10:05 AM. The Board returns to Regular Session at 10:15 AM. ADJOURNMENT: The meeting adjourns at 10:15 AM by unanimous consent. (Mr.) Lynn Blevins, Secretary