MEETING MINUTES
January 8, 2007
The meeting held at the offices of the Saratoga County
Planning Department located at
The following Members, Staff and Guest were present:
Members: Raymond Callanan, Chairman; Charles Merriam, Jr., Richard
Dunn, Suzanne Daley-Nolen, Raymond O’Conor, Rod
Sutton, and Charles Hanehan.
Staff and
Guests:
Approval of
Minutes
The minutes of the December 11, 2006 meeting were
unanimously approved following discussion of minor amendments on a motion by
Mr. Dunn, seconded by Mr. O’Conor.
The minutes of the December 21, 2006 meeting were
unanimously approved following a motion by Mr. Dunn, seconded by Mr. Sutton.
Mr. Benton advised the Board that in a review of the
Agency’s minutes he noted that Resolution #910 of September 27, 2006 references
action on a financing resolution rather than the inducement resolution that it
should have been designated.
The amendment of the minutes of the September 27, 2006
meeting were unanimously approved to reflect the change of Resolution #910 to
an Inducement Resolution on a motion by Mr. Merriam, seconded by Mr. Dunn.
Election of
Officers
The Chairman stated that as today’s meeting is the first
meeting of 2007 it serves as the annual reorganization meeting for the
Agency. He asked the members to consider
the following slate to serve as officers for 2007:
Chairman: Raymond Callanan Secretary: Charles Merriam, Jr.
Vice-Chairman: Richard Dunn Assistant
Secretary: Rod Sutton
Treasurer:
Richard Dunn
Assistant Treasurer: Suzanne Daley-Nolen
There being no questions or comments, Mr. O’Conor moved to approve the slate of officers
presented. Mr. Dunn seconded the motion.
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Resolution #926
RESOLVED THAT for Fiscal Year 2007 the following members of
the Board of the Saratoga County Industrial Development Agency shall serve the
office as designated:
Chairman: Raymond Callanan
Vice-Chairman: Richard Dunn
Treasurer: Richard Dunn
Assistant
Treasurer: Suzanne Daley-Nolen
Secretary: Charles Merriam, Jr.
Assistant
Secretary: Rod Sutton
Ayes: 7
Noes: 0
Adopted: 7-0
Perry Textiles:
Application
Jon Dawes of Saratoga Economic Development Corporation
(SEDC) presented the application and introduced Arthur Perry, president of
Perry Textiles, Inc. Mr. Dawes
summarized that the company is seeking Agency assistance in its relocation from
the 100,000 sq. ft. building it has leased in
Mr. Perry stated that the new building is 120,000 sq. ft.
in size. Forty-thousand square feet is
already subject to a two-year lease and Perry Textiles will use the remaining
80,000 sq. ft. with high-bay ceilings.
Currently the Company leases 100,000 sq. ft. in a low-ceiling building
in
Mr. Dunn stated that he has not yet received the company’s
financials to review as is Agency policy and Mr. Perry stated that he will
provide them. Mr. Dunn asked if the
Company was currently in an Empire Zone and Mr. Perry indicated that it was at
its present location but the new site is not in a zone.
Mr. Carminucci noted that the application should be amended
to reflect that the property under option is actually in the town of
In response to Mr. Sutton’s inquiry, Mr. Perry stated that
the Company’s projected increase in employment at the new facility is realistic
based upon a new product (Memory Foam) developed by Perry Textiles. A new account has been opened with Bed,
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occupying at a later time the 40,000 sq. ft. now being
leased out. Mr. Perry also addressed Mr.
Merriam’s question regarding foreign competition and the possibility of
outsourcing work overseas. Mr. Perry
stated that his company is a pillow manufacturer that imports the covers and
fills them with the light but bulky material at his facility. It is much more efficient for this process to
be done locally rather than shipping the covers and filler overseas for
assembly.
There being no further questions or comments, the Chairman
asked if the Board wanted to accept the application and establish a public
hearing.
Ms. Nolen moved to set a public hearing for 8:00 am on
Monday, February 12, 2007 at the
General Schuyler
Emergency Corporation
Mr. Dawes presented the application and introduced Joanne
Hanna, president of the General Schuyler Emergency Squad. He stated that the emergency squad is a
35-year old not-for-profit corporation operating in 2,500 sq. ft. it owns on
Mr. Dunn noted that the 8,000 sq. ft. facility being
constructed for $2.1 million seems expensive for a one-story building with no
basement. Ms. Hanna indicated that the
$265/sq. ft. cost is a matter that the squad will be pursuing further with
their architect.
Mr. Callanan stated that the squad is before the Agency for
tax-exempt bonds only and that will also require approval from the
There being no further questions or comments, Mr. Merriam
moved to set a public hearing date of Wednesday, February 14, 2007 at 9:00 am
in the town of
Saratoga Eagle
Sales & Service, Inc.
Jon Dawes presented the application prepared by Saratoga
Eagle Sales and Service, Inc. in which the Company seeks Agency assistance in
its relocation from
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Mr. Dawes stated that Saratoga Eagle is seeking a five-year
PILOT with the abatement of property taxes, sales tax, and mortgage recording
tax. The project’s land value is $1.2
million and total project costs are 12,050,000 with the Company seeking a
ten-million dollar conventional mortgage.
Mr. Dawes introduced Jeff Vukelic
(president) and Ken Davis of Saratoga Eagle Distribution. Mr. Vukelic stated
that he needs to relocate to a bigger and more efficient building with a
location more central to its growing market.
In response to a question from Mr. O’Conor,
Mr. Vukelic stated that his company does compete directly
with De Cresente Distributing but their competition
is between differing brand names.
Mr. Carminucci addressed the Chairman’s inquiry over the
application raising any concerns about the “anti-pirating” provision of General
Municipal Law. Mr. Carminucci confirmed
that the Agency should examine the issue in light of the “abandonment” of a
Mr. Vukelic stated that his
company was leaving the 64,000 sq. ft. facility at the end of the lease and the
company now desires to purchase its own facility rather than lease. The 1967 facility is dated, inefficient and
new technology can’t be retrofitted to the existing facility.
Mr. Vukelic explained that he
served a 5-county area as part of a 3-tier system in which Anheuser-Busch is
the supplier, he is the distributor and retailers like Stewart’s are the third
level. Distributors bring choice/variety
to the customer, he said. In a business
that used to have 300 distributors there are now only 48 across
Mr. Sutton asked about the project’s status with city
review. Mr. Vukelic
stated that they have received subdivision approval and are now before the
planning board for site plan review. A
closing on the property is anticipated for March 2007. Mr. Benton asked if the Company had listed
any contingencies on its purchase option and Mr. Vukelic
stated that there were none.
There being no further questions or comments, Ms. Nolen
moved to set a public hearing for Wednesday, February 14, 2007 at 8:00 am in
the
Adoption of FY
2007 Budget
Mr. Benton submitted to members the budget for 2007 that
was advertised under a 20-day public comment period. Since the last meeting (December 21, 2006)
the Agency has agreed to solicit proposals for a feasibility study related to
the Moreau Rail Spur that may have a cost of ten to fifteen thousand
dollars. He suggested that a footnote be
added to the budget to show awareness of a future cost not now included in the
expenditures for 2007. The budget will
recognize the need for later revision.
There being no further questions or comments, Mr. Dunn
moved to approve the FY 2007 budget as presented. Mr. O’Conor
seconded the motion.
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Resolution #927
RESOLVED THAT the Saratoga County Industrial Development
Agency does hereby adopt an operating budget for Fiscal Year 2007 based upon
estimated expenses of $3,512,750 and estimated revenues of $3,573,300 with an
anticipated surplus of $60,550.
Ayes: 7
Noes: 0
Adopted: 7-0
Public Authorities
Accountability Act of 2005
Mr. Benton earlier provided members with draft by-laws
based upon those used by the Dormitory Authority. Revisions and deletions were made and
submitted to Mr. Toohey for his review as Agency counsel, the goal being
compliance with the Accountability Act.
Mr. Benton recommended that today the Agency consider two committees
required under the Act – an Audit Committee and a Governance (oversight)
Committee. The Chairman asked Mr. O’Conor, Mr. Dunn, Mr. Sutton and Mr. Merriam to serve as
the Audit Committee to work with the independent auditor (Annual Report) and to
select at a future time the Agency’s CFO.
Mr. O’Conor expressed his concern about
serving on the Committee and meeting the requirements of the Public Authority
Act because of his bank’s past business relationship with the Agency through
its investments. The Chairman agreed to
Mr. O’Conor’s request to remove his name from the
Audit Committee.
Regarding the Governance (Oversight) Committee, the
Chairman asked Mr. O’Conor, Mr. Hanehan
and Ms. Nolen if they would serve as its members and all agreed to do so. The Chairman will serve as an ex-officio,
non-voting member of both committees.
Mr. Carminucci recommended that the Agency move quickly to select
its CFO and Mr. Benton agreed to review the requirements and research whether
someone should be considered from within
Mr. Dunn asked if a contracting officer was needed according
to the Act and Mr. Benton stated that it is necessary to hire/appoint one. He suggested that the Governance Committee
give thought to this choice at a later time.
That person will be responsible for the disposition of real property,
such as the two rail lines owned by the IDA.
Mr. Dunn suggested that the new by-laws presented earlier
include a reference to the Agency’s bond counsel. Mr. Benton agreed to revise the by-laws to
address the designation and role of bond counsel.
Moreau Rail Spur
Bid
Mr. Benton reported that as a follow-up to the discussion
of the December 11, 2006 meeting he has received interest from four engineering
firms in response to the RFP for a rail services study in regard to the
Agency-owned rail line in Moreau and
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Auditor for FY
2006 Annual Report
Mr. Benton presented the Members with a proposal dated
December 13, 2006 from Edmund Galka, CPA for
professional accounting serves in the amount of $2,000 to perform the Agency’s
audited Annual Financial Report. He
noted that this represents the same cost that Mr. Galka
provided his served for the past three years and that Mr. Galka
can meet the reporting requirements of the Public Authorities Act under this
contract and cost. Mr. Benton said he
had spoken to the Director of State Budget Office who confirmed that the Agency
would need to conduct an R.F.P. for audit services for its 2007 fiscal year.
There being no further questions or comments, Mr. Dunn
moved to authorize the contract with Mr. Galka at a
cost of $2,000. Mr. O’Conor
seconded the motion.
Resolution #928
RESOLVED THAT the Saratoga County Industrial Development
Agency does hereby enter into contract with Mr. Edmund Galka,
CPA for the preparation and completion of the 2006 audited Annual Financial
Report.
Ayes: 7
Noes: 0
Adopted: 7-0
IDA Conference
Mr. Benton requested Board authorization for the Agency’s
expenditure of $250 for he and Mr. Galka to attend
the annual IDA Conference presented by the New York State EDC on January 17th. The focus of the conference is to be
compliant with the requirements of the Public Authorities Accountability Act of
2005.
There being no further questions or comments, Mr. Dunn
moved to authorize the expenditure of $250 for attendance at the annual IDA
Conference. Mr. O’Conor
seconded the motion.
Resolution #929
RESOLVED THAT the Saratoga County Industrial Development
Agency does hereby authorize the expenditure of $250.00 for the attendance of
Lawrence Benton, CEO and Ed Galka, CPA at the NYS
Economic Development Council’s January 17, 2007 IDA Conference.
Ayes: 7
Noes: 0
Adopted: 7-0
Other Business
The Chairman stated that he had received an inquiry from
Mr. Valentine on behalf of the Saratoga County Planning Department, asking if
the Agency would consider sponsoring one of the two remaining options to
financially support the Third Annual Planning and Zoning Conference to be held
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on January 24, 2007 at the
There being no further questions or comments, Mr. Dunn
moved to provide Agency funds to the Saratoga County Planning Department up to
$2,000 to cover an operating deficit, should one occur, for the Annual Planning
and Zoning Conference. Mr. O’Conor seconded the motion.
Resolution #930
RESOLVED THAT the Saratoga County Industrial Development
Agency hereby authorizes the expenditure of up to $2,000 for the benefit of the
Saratoga County Planning Department. The
potential release of funds will be to cover an operating deficit, if one should
exist according to a review of department expenses and revenues, in the
department’s production of its Annual Planning and Zoning Conference.
Ayes: 7
Noes: 0
Adopted: 7-0
Adjournment
There being no further questions or comments, Mr. Merriam
moved to adjourn the meeting. Mr. Dunn
seconded the motion, with all in favor.
Respectfully
submitted by,
Michael
Valentine, Sr. Planner
Meeting Minutes
January 30, 2007
The meeting held at the offices of the Saratoga County
Planning Department located at
The following Members, Staff and Guest were present:
Members: Raymond Callanan, Chairman; Richard Dunn, Suzanne
Daley-Nolen, and Charles Hanehan.
Staff and
Guests:
Approval of
Minutes
The Minutes of the January 8, 2007 meeting were unanimously
approved with minor changes/additions to the draft following a motion by Mr. Hanehan, seconded by Mr. Dunn.
Bank North
Depository Resolution and Signature Card
Mr. Benton explained that the Agency needs to update its
Master Signer Certificate with TD Banknorth as it is
soon to expire. The names and signatures
of those members and staff eligible to sign on behalf of the Agency needs to be
authorized by resolution to carry on investment in certificates of deposits and
associated wire transfers. Mr. Benton
sought Board authorization for Chairman Callanan, Mr. Dunn (Treasurer), Mr.
Merriam (Secretary), Mr. Valentine and himself (CEO) to sign the bank signature
card and the annual Master Certificate.
There being no further questions or comments, Ms. Nolen
moved to authorize the requested members and staff as eligible signers of
accounts with TD Banknorth. Mr. Dunn seconded the motion.
Resolution #931
RESOLVED THAT the Saratoga County Industrial Development
Agency does hereby authorize Raymond Callanan, Richard Dunn, Charles Merriam,
Jr., Lawrence Benton, and Michael Valentine as signers to TD Banknorth’s Municipal Master Signer Certificate and
Certificate of Resolution of Corporation permitting said members and staff the
authority to open accounts, deposit, and withdraw funds on behalf of the Agency
in accordance with its Investment Policy.
Such corporate resolution is hereby adopted and attached hereto these
minutes.
Ayes: 4
Noes: 0
Adopted: 4-0
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FY 2006 Final Budget
Mr. Benton presented the final budget for FY 2006 that
reflects a review and closing of the financial books through December 31,
2006. He and Mr. Dunn (treasurer)
reviewed expenditures and revenues as of year end. A closing fee from Precision Valve (AJH)
shown in the previously revised budget has been removed as it has not been
received at this time. Following
additional adjustments for interest earned the Final 2006 Budget shows a
deficit of $19,521.
There being no further questions or comments, Mr. Hanehan moved to accept the final FY2006 Budget as
presented. Ms. Nolen seconded the
motion.
Resolution #932
RESOLVED THAT the Saratoga County Industrial Development
Agency does hereby adopt the Final FY 2006 Budget reflecting revenues
($3,671,812) and expenses ($3,687,764) through December 31, 2006.
Ayes: 4
Noes: 0
Adopted: 4-0
FY 2006 Revenues
and Expenditures
Mr. Benton informed members that he has provided the
Agency’s treasurer with a report of 2006 expenditures and revenues. Mr. Dunn stated that he has reviewed the
report and its contents and is satisfied with the detailed breakdown of its
components. Expenditures and revenues
are both reported as PILOT-generated and as non-PILOT related to show that
PILOT payments – either as revenue received from company payments or as an
expense distributed to taxing jurisdictions – account for roughly 95% of both
sides of the equation.
There being no further discussion Ms. Nolen moved to accept
the revenues and expenditures report.
Mr. Hanehan seconded the motion.
Resolution #933
RESOLVED THAT the Report on 2006 Revenues and Expenditures
of the Saratoga County Industrial Development Agency as prepared by the CEO and
reviewed by the treasurer is hereby accepted.
Ayes: 4
Noes: 0
Adopted: 4-0
Correspondence
Mr. Benton informed the Board that he has received and
responded to two requests for information made under the Freedom of Information
Law related to the IDA application by Saratoga Eagle Distribution. One request was made by attorney Richard
Mullaney on behalf of the
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Moreau Rail
Spur: Review of Bids (Executive Session)
The Chairman stated that a review of the bids received for
the study of the existing Agency-owned rail line was going to be conducted and
asked that a motion be made to enter into executive session.
Ms. Nolen made a motion to enter into executive session for
the purpose of reviewing those bids received in response to Request for
Proposals. The motion was seconded by
Mr. Hanehan and approved by all.
Ms. Nolen moved to return to regular session following the
conclusion of discussion. Mr. Hanehan seconded the motion which was approved by all.
Mr. Benton reported that SCA Tissues (previously Encore),
located in the village of South Glens Falls, approached Jack Kelly of SEDC
about the re-use of the Agency’s line to bring in wood chips on rail cars as a
fuel source to generate steam. From the
initial discussion with SEDC, followed by further discussion with DOT’s rail division and others in the rail industry, the
Agency sought proposals from firms knowledgeable and experienced in the
analysis of existing rail lines.
He stated that five firms were mailed the RFP – Clough Harbour & Associates, C.T. Male Associates,
Environmental Design Partnership, Spectra Engineering, and Hatch Mott
McDonald. Four firms with the exception
of Hatch McDonald responded. A committee
comprised of Mr. Benton, Mr. Dunn and Mr. O’Conor met
to review the proposals and interview firms.
The committee’s recommendation, stated Mr. Benton, was that the Board
select Clough-Harbour. That decision was based upon the firm’s
strong qualifications and experience, the use of full-time professional
engineers for the study, the firm’s familiarity with the rail line through
other work in the area and a firm lump-sum contract price not to exceed
$12,000. Mr. Dunn suggested that upon
completion of the study the Agency approach DOT for grants or other funding
sources if there is an interested company.
Mr. Benton stated that there is a $28 million dollar fund for rail
projects across the state, indicating that this will be a source the Agency
should pursue if it determines from the study that the rail line should be
rehabilitated. The Chairman stated that
the committee has a comfort level with
There being no further questions or comments, Mr. Dunn
moved to accept the proposal presented by Clough-Harbour
& Associates as presented and discussed.
Ms. Nolen seconded the motion.
Resolution #934
RESOLVED THAT the Saratoga County Industrial Development
Agency does hereby accept the proposal prepared by Clough-Harbour
& Associates for completion of an inventory, analysis, and cost estimate to
rehabilitate the 4.7-mile Agency-owned rail line located in the town of
BE IT FURTHER RESOLVED THAT the Agency authorizes Mr.
Benton to issue Clough Harbour & Associates a
notice to proceed immediately.
Other Business –
Public Authority Accountability Act of 2005
Mr. Benton asked if the Board wanted to consider a
resolution for adoption of the by-laws previously reviewed and discussed. The role of bond counsel’s responsibilities
has been added, with language similar to that used by the Dormitory
Authority. While Mr. Carminucci has
reviewed the by-laws, Mr. Toohey has not yet reviewed the added language;
therefore, any discussion and action was postponed.
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Mr. Benton noted that the Board previously appointed a
Governance (Oversight) Committee but would have to appoint someone to serve
with Mr. Hanehan and Ms. Nolen filling the vacancy
created by Mr. O’Conor’s resignation. One of the specific roles of the governance
committee is to advise the Board of Supervisors on the skills and expertise
which a prospective member of the Agency board should possess. He also stated that he will draft a letter
for the Board’s review regarding prospective candidates. Mr. Benton also asked the members to give
some thought to an individual who might be able to serve as the Agency’s Chief
Financial Officer. Additionally, Mr.
Benton will also be working on property disposition guidelines and a
whistleblower policy both of which are required by the PAAA.
Regarding the ethics code which the board must adopt and
financial disclosure that each member must provide, discussion continued on
whether to adopt the code currently used by
Adjournment
There being no further questions or comments, Ms. Nolen
moved to adjourn the meeting. Mr. Hanehan seconded the motion with all in favor.
Respectfully
submitted by,
Michael
Valentine, Sr. Planner
MEETING MINUTES
February 12, 2007
The meeting held at the town of
The following Members, Staff and Guest were present:
Members: Raymond Callanan, Chairman; Charles Merriam, Jr., Richard
Dunn, Suzanne Daley-Nolen, and Rod Sutton.
Staff and
Guests: Michael Valentine, Sr. Planner;
Michael Toohey, Counsel; James Carminucci, Bond Counsel; Jon Dawes, SEDC;
Harold Perry, Perry Textiles; Kenneth DeCerce,
Supervisor, Town of Halfmoon; Mindy Wormouth, Town Board Member, and Stephen Williams, Daily
Gazette.
Approval of
Minutes
The Minutes of the January 30, 2007 meeting were
unanimously approved following a motion by Mr. Dunn, seconded by Mr. Merriam.
Application: Perry
Textiles, Inc.
Mr. Carminucci presented a resolution that authorizes
preliminary approval of the application made by Perry Textiles, Inc. for Agency
assistance. Mr. Carminucci stated that
the resolution has been reviewed by Mr. Valentine and Mr. Toohey and Mr.
Valentine affirmed that its content matches that of the company’s
application. Mr. Carminucci noted that
the resolution makes no SEQR determination as the approval status of the
project with the town of
As there were no additional questions or comments, Mr.
Sutton moved to grant preliminary Agency approval to the Perry Textiles
application. Mr. Dunn seconded the
motion.
A roll call vote was taken on Resolution #935 (attached)
with the following results.
Ayes: Mr. Dunn, Mr. Merriam, Mr. Sutton, Ms. Nolen, and Mr.
Callanan.
Noes: None
Adopted:
5-0
Other Business
Mr. Valentine distributed a February 6, 2007 letter from
Jeff Vukelic of Saratoga Eagle Sales and Service
requesting cancellation of the IDA’s 8:00 am February
14th public hearing to present the application by his company. Mr. Valentine reminded the members that there
will, however, be a
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public hearing held at 9:00 am on February 14th
at the town of
Also provided to the members was correspondence from the IDA’s Governance Committee to the Chairman of the
Adjournment
There being no further items to come before the Board, Ms.
Nolen moved to adjourn the meeting. Mr.
Sutton seconded the motion, with all in favor.
Respectfully
submitted by,
Michael
Valentine
Sr.
Planner
MEETING MINUTES
March 12, 2007
The meeting held at the offices of the Saratoga County
Planning Department located at
The following Members, Staff and Guest were present:
Members: Raymond Callanan, Chairman; Charles Merriam, Jr., Richard
Dunn, Rod Sutton, and Charles Hanehan.
Staff and
Guests: Michael Valentine, Sr. Planner;
James Carminucci, Bond Counsel; Jon Dawes, SEDC; Joanne Hanna, President of
Schuyler Emergency Squad; Sherry Doubleday, General Schuyler EMS; Stephen
Williams, Daily Gazette.
Approval of
Minutes
The Minutes of February 12, 2007 meeting were unanimously
approved following a motion by Mr. Merriam, seconded by Mr. Dunn.
Inducement
Resolution: General Schuyler Emergency Squad
The Chairman recognized Jon Dawes of SEDC who was present
with Joanne Hanna (pres.) and Sherry Doubleday of the General Schuyler
Emergency Squad. Mr. Carminucci
distributed a resolution for Board review and action. The Chairman asked if there was anything new
about the proposed project since it was presented on January 9th and
Mr. Carminucci and Mr. Dawes indicated that there was not. The Chairman explained that the application
seeks a tax-exempt bond issuance not to exceed $2.1 million for the
construction of a new emergency squad building on NYS Rt. 29 in the town of
Mr. Valentine stated that a public hearing on the
application was held on February 14, 2007 at the town of
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assisted by IDA tax-exempt bonding in 2000. The project costs at that time computed to a
square foot cost of $230. Inflationary
building costs since 2000 would result in a 2007 square-foot cost of roughly
$350 for the
As there were no additional questions or comments, Mr. Hanehan moved to approve the inducement resolution
presented by bond counsel. Mr. Dunn
seconded the motion.
A roll call vote was taken on Resolution #936 (attached)
with the following results.
Ayes: Messrs.
Hanehan, Dunn, Merriam, Sutton, and Callanan.
Noes: None
Adopted: 5-0
Correspondence
The Chairman stated that he had received a letter from
Mayor Keehn of
Public Authorities
Accountability Act
Mr. Valentine briefly discussed the status of the Agency
policies being worked on by the CEO. The
four policies Mr. Benton has drafted for Board review are the Whistleblower Policy,
Property Disposition Policy, the Model Code of Ethics, and Agency By-Laws. Mr. Valentine explained that the revisions to
the Property Disposition Policy he made with Mr. Benton were emailed to members
last week separate from the packet. The
Ethics Policy could not be located for inclusion in mailing to members;
therefore, the Chairman suggested that once staff had the Code of Ethics that a
packet of the four policies be mailed to members for their review. The Board can then consider the policies for
adoption at its April 9th meeting.
PILOT Payments
& Distribution