MEETING MINUTES
January 12, 2009
The meeting held at the offices of the Saratoga County
Planning Department located at
The following members, staff and guests were present:
Members: Raymond Callanan, Chairman; Arthur Johnson, Richard Dunn,
Glenn Rockwood, Rodney Sutton, & Charles Hanehan.
Staff &
Guests: Lawrence D. Benton, CEO; John
Murray, CFO; Michael Valentine, Senior Planner; Michael Toohey, Counsel; James
Carminucci, Bond Counsel; Dennis Brobston, SEDC;
Stephen Williams, Daily Gazette.
Approval of
Minutes
The minutes of the October 27 and December 8, 2008 meetings
were unanimously approved with minor corrections following a motion by Mr. Dunn
that was seconded by Mr. Sutton. Mr.
Rockwood abstained from voting as he was not then an Agency member.
Welcome New Member
The Chairman stated that Ms. Nolen’s term had expired and
the Board of Supervisors has appointed Glenn Rockwood, also from the town of
Election of
Officers
The Chairman stated that as today’s meeting is the first of
2009 it serves as the annual reorganization meeting of the Agency. He asked the members to consider the
following slate to serve as officers for the Agency’s calendar year 2009:
Chairman:
Raymond Callanan
Vice-chairman: Richard Dunn
Treasurer: Richard
Dunn
Assistant Treasurer: Glenn Rockwood
Secretary: Rod Sutton
Assistant Secretary: Glenn Rockwood
There being no further questions or comments, Mr. Hanehan moved to approve the slate of officers as
presented. Mr. Dunn seconded the motion.
Resolution #1005
RESOLVED
THAT for calendar year 2009 the following members of the Board of the Saratoga
County Industrial Development Agency shall serve the office as designated:
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Chairman: Raymond Callanan
Vice-chairman: Richard
Dunn
Treasurer:
Richard Dunn
Assistant
Treasurer: Glenn Rockwood
Secretary:
Rod Sutton.
Assistant
Secretary: Glenn Rockwood
Ayes: 6
Noes: 0
Adopted: 6-0
Standing
Committees
The Chairman stated that the Agency’s Governance Committee
for 2008 was comprised of Mr. Mooney, Ms. Nolen and Mr. Hanehan. We now need to fill the position made vacant
by the expiration of Ms. Nolan’s term.
He asked that Mr. Rockwood be considered for replacing Ms. Nolen.
The Agency’s Audit Committee is currently comprised of Mr.
Dunn, Mr. Sutton, Mr. Mooney and Mr. Johnson.
There are no positions to be filled or replacements to be made, the
Chair noted. He also stated that Mr.
Johnson now serves as the Agency’s Ethics Officer and has agreed to continue in
that position.
There being no further questions or comments, Mr. Dunn
moved to approve the appointment of Mr. Rockwood to the Governance Committee
and to reaffirm the composition of the existing Audit Committee and the Ethics
Officer. Mr. Sutton seconded the motion.
Resolution #1006
RESOLVED THAT for the calendar year 2009 the following
members of the Board of the Saratoga County Industrial Development Agency shall
serve as members of the Agency’s Governance Committee:
Michael Mooney
Charles Hanehan
Glenn Rockwood
Chairman Callanan, ex officio
BE IT FURTHER RESOLVED THAT for 2009 the composition of the
Agency’s Audit Committee shall continue to be comprised of:
Richard
Dunn
Rodney
Sutton
Michael
Mooney
Arthur
Johnson
Chairman Callanan, ex officio
BE IT FURTHER RESOLVED THAT Arthur Johnson be reappointed
as the Agency’s Ethics Officer for 2009.
Ayes: 6
Noes: 0
Adopted: 6-0
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AJH Enterprises,
Inc.: Status
Mr. Benton informed the Board that as PILOT billings for
town and county taxes were now being prepared he spoke with Anthony Hynes of
AJH Enterprises for an update of the Company’s anticipated move to an
Mr. Hynes informed Mr. Benton that he does not anticipate
moving the Company’s operations in July as originally thought. The school’s fiscal year ends on June 30th;
therefore, there will be no need for a re-billing of the 2009 school taxes for
recapture. The 2009 county bill (no town
taxes) will be sent with the same premise as the past school tax bill – county
taxes will be collected for the period of January 1, 2009 to December 31, 2009
and AJH’s tax bill will reflect the abatement
afforded its building addition for that full term based upon the Supplemented
PILOT Agreement. With any “move-out”
prior to the end of calendar year 2009, a modified/recalculated county tax bill
will be sent to the Company for payment based upon the date of relocation.
Mr. Benton informed the members that he has received
correspondence from United Group’s CFO.
The correspondence provides both 2008 employment numbers and a
certification of the rent roll at the STEP 1 building. The abatements received for the project are
predicated on an annual review and certification of the net leaseable
square footage of the building. The
PILOT Agreement stipulates that 50% or more of the total net leaseable square footage (104,268 sq. ft.) must be leased for manufacturing, R & D,
or manufacturing related uses. According
to United Group’s report the following is a representation of such:
Electrovay Company 7,500 sq. ft.
Lockheed
Martin Corp. 2,398 sq. ft.
Building
Performance Institute 3,000 sq. ft.
Starfire Systems, Inc. 29,533 sq. ft.
AMD
Fab Technology
The
Lighting Cultivator, Inc. 1,548
sq. ft.
The total of leased space is 53,499 square feet, or 51.3%
of the net leaseable square footage in the new
building, therefore qualifying for the abatements associated with the PILOT
Agreement.
Mr. Benton stated that on December 30 he received a letter
(dated Dec. 4, 08) from Kevin McAuliffe who is an attorney representing AMD Fab Technologies US, Inc.
The letter addresses Board questions about the taxable status of both
the Foundry Company and the Dutch Co-op and the number/classification of
construction jobs. Much of the content
of the letter was a restatement of comments made by Travis Bullard (AMD) at the
Agency’s December 8, 2008 meeting. AMD Fab Technologies US (AFT) is a corporation formed under
laws of
Related to the number and type of construction jobs, Mr.
Benton stated that Mr. McAuliffe’s letter indicated that it is too early to be
able to state these in any greater detail.
According to Mr. McAuliffe, design consultants have been asked for input
but it is too early in the design process for them to break down job
numbers/categories. Total labor cost is
estimated at $254 M. Mr. Brobston stated that he is in
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regular contact with M&W Zander,
a company that has previously undertaken
design and served as general contractor for AMD. M&W Zander,
however, does not yet have a contract for the
Mr. Dunn asked if the project is still on schedule and Mr. Brobston stated that it was, just awaiting approval from
the European Union and stockholders in a meeting at the end of January.
Mr. Benton stated that the FY2009 Budget approved in
concept by the Board on December 8, 2008 had to be made available for a 30-day
period of public review. That review
period has expired and he is submitting the operating budget for final approval.
There being no further need for discussion, Mr. Dunn moved
to affirm the FY2009 Budget as previously approved on December 8, 2008 (Res. #
1004). Mr. Sutton seconded the motion.
Resolution # 1007
RESOLVED THAT the Saratoga County Industrial Development
Agency does herby reaffirm its December 8, 2008 approval of the FY2009 Budget
following the satisfaction of the required 30-day period of public review.
Ayes: 6
Noes: 0
Adopted: 6-0
Mr. Benton stated that he has been approached on several
occasions about the IDA’s participation in
developments that involve apartments for senior housing. The Agency’s past involvement has been as
tax-exempt bond conduit primarily for not for profit entities such as Woodlawn
Commons in
The latest presentation to him came from the developer of a proposed apartment complex of 90 units with 30-40 units designated for tenants of minimum age of 55 years. The apartments will be rented at market rate.
Mr. Benton stated that he was looking for direction on Agency policy concerning whether it is appropriate for the
Agency to issue abatements for on
behalf of for-profit developers.
Discussion centered on the fact that the proposal presented for Agency review was based on market rental rates and if considered may then be competing with for-profit housing that receives no assistance from the IDA. The Chairman stated that the Agency has a strong history of assisting housing projects
developed by not-for-profits that offer below-market
rents. The Agency also, he noted, has
terminated its review of housing projects that either did not have municipal
support (Omni,
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Mr. Dunn stated that the demographics of the county will
most likely be changing with AMD locating in
Mr. Benton reminded the Board that the Agency does have a
housing policy established through the efforts of John Roohan
in 1992. As part of that policy mortgage
recording tax and sales tax exemptions along with a PILOT Agreement could be
provided to a developer of affordable housing.
A lease/purchase agreement could be entered into to ease the burden of
initial housing costs. Additionally, the
policy envisioned using a NFP to escrow portions of monthly payments that could
be used toward a down payment at a later time.
Since the County has experienced a relatively robust housing market from
the time of the policy’s formulation there was little interest by either
developers or municipalities, he explained.
Mr. Sutton stated that beyond initial construction jobs,
senior housing projects do not generate many jobs. These type of projects should, therefore, be
considered on a case by case basis; we should not, however, be entertaining
assistance to any for-profit projects that will compete with the housing
industry within the County, he stated.
The Chairman stated that based on this discussion the
consensus of the IDA is to continue its position of considering those housing
projects providing below-market rentals through not for profit organizations
and not providing financial assistance for the development of for-profit
housing that competes in the County’s housing market.
The Chairman explained that the Board has had ongoing
discussions about the use of its fund balance in relation to the current
policy. Next week he and Mr. Benton will
go before the
Mr. Benton stated that the current fund balance policy
stipulates that any project must be presented through and have the backing of a
municipality. The assistance is
structured as a 50/50 matching grant between the Agency and a
municipality. He reported that what was
previously discussed as a worthy project involving the installation of a water
line to a new industrial park in Halfmoon received no
support from the town and has gone no further with the Agency. Mr. Dunn asked Mr. Brobston
if SEDC had a list of infrastructure projects to work from and he indicated
that he has overviews of areas of the county that are in need of infrastructure
but no site-specific list.
Mr. Benton echoed a sentiment of others that there has to
be some type of connection between the expenditure of Agency funds and a tie-in
to a potential IDA project. It will be
important to meet with municipal officials to identify projects. There are most likely projects out there that
municipalities can not afford to take on by themselves. Mr. Callanan stated he anticipates that by
meeting with the Board of
Supervisors the word will get out that funds are available
for use that are within the current policy and meet its criteria.
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Mr. Toohey asked the Chairman if the distribution of the
fund balance will be considered to be done by grants; using the funds in this
manner on construction projects could quickly dissipate the balance, he
noted. Mr. said that the Governor’s office has
previously explored ways to take these fund balances away from IDA’s across the state and that threat still exists.
Mr. Brobston ended the discussion
by adding that he had been talking with various supervisors about the lack of
approved commercial and light industrial sites and projects throughout the
county. Help is needed, he said, to get
sites approved and developed. It appears
that some landowners, developers, and municipalities are waiting for AMD to
become a reality before they move
forward. He stated that he looks forward to working
with the IDA to promote the use of its funds to prepare sites for their
development.
Mr. Dunn asked about the status of the Hoyt bill and
Mr. Brobston stated that it passed the Assembly in
2008 but it will now have to be re-introduced if it is to be passed by the
Assembly in 2009. He indicated that the
Senate is taking a different look at the proposed legislation. As discussed at last month’s meeting, the
Senate wants some changes made relating to IDAs and Empire Zones. Then there must be a bill with agreement
between the two chambers. At this time,
he stated, there has been nothing new introduced.
The Chairman reiterated the Agency’s concern with the
proposed imposition of prevailing wages for project construction and of minimum
median hourly wages being required. Mandating these two provisions in legislation will likely impact
construction costs adversely and, therefore, outweigh IDA benefits provided to
induce business to locate and build projects in
There being no further questions or comments, Mr. Johnson
moved to authorize the Agency’s Chairman and CEO to appear before the Saratoga
County Legislative and Research Committee.
Mr. Dunn seconded the motion.
RESOLVED THAT the Saratoga County Industrial Development Agency does hereby authorize its Chairman and its CEO to appear before the Legislative and Research Committee of Saratoga County with a request that Saratoga County petition the two chambers of the NYS legislature to have proposed legislation (“the Hoyt bill”) to be modified because as currently written it will adversely impact the ability of the Saratoga County IDA to induce and competitively assist industrial projects in their plans to locate or expand in Saratoga County and create the potential of well-paying jobs for its residents.
Ayes: 6
Noes: 0
Adopted: 6-0
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Mr. Benton stated that he spoke with Ed Galka regarding a contract for services to conduct the Agency’s 2009 audited Annual Financial Report. As the Public Authorities Accountability Act imposed a 5-year limitation on the continued use of the same audit partner, last year the IDA contracted with Fredette &
Sankowski. This year Mr. Galka
may not have a relationship with Fredette; therefore,
he may have to partner with another accounting firm. He suggested that should Mr. Galka be unable to submit a contract for services the audit committee be authorized to prepare a Request for Proposals (RFP)
to solicit auditing services. Mr. Benton
indicated that he also has a list of CPA firms that the County has used in the
past. The Chairman asked Mr. Murray for
his involvement with the Audit Committee and Mr. Murray advised that Sam Pitcheralle, the
There being no further questions or comments, Mr. Hanehan moved to authorize the Audit Committee to develop a
Request for Proposals for auditing services.
Mr. Johnson seconded the motion.
RESOLVED THAT the Audit Committee of the Saratoga County Industrial Development Agency is hereby authorized to develop a Request For Proposals for a three-year service contract for performance of the Agency’s audited Annual Financial Review at an annual cost not to exceed $3,500.
Ayes: 6
Noes: 0
Adopted: 6-0
Mr. Benton stated that in accordance with Agency policy the
staff had signed the following three checks:
SEDC reception, $60.00
Town
of
Saratogian, $17.03
Mr. Dunn asked Mr. Brobston about
the status of the SCA Tissues application for assistance with the 54,000
sq. ft. expansion at the
There being no
further questions or comments, Mr. Hanehan moved to
adjourn the meeting. Mr. Dunn seconded
the motion, with all in favor.
Respectfully submitted by,
Michael Valentine
Assistant Administrator
MEETING MINUTES
February 9, 2009
The meeting held at the offices of the Saratoga County
Planning Department located at
The following members, staff and guests were present:
Members: Raymond Callanan, Chairman; Arthur Johnson, Glenn Rockwood,
Rodney Sutton, Michael Mooney & Charles Hanehan.
Staff &
Guests: John Murray, CFO; Michael Valentine,
Assistant Administrator; Michael Toohey, Counsel; James Carminucci, Bond
Counsel; Dennis Brobston and James Angus, SEDC;
Michael Relyea, LFTC EDC; and Stephen Williams, Daily
Gazette.
Approval of
Minutes
Consideration of the minutes of the January 12, 2009
meeting was deferred until the March, 2009 meeting.
LFTC: Presentation
by Michael Relyea
The Chairman introduced Michael Relyea, president of Luther Forest Technology Campus (LFTC)
EDC, who is coming before the Board in reference to his January 14, 2009 letter
that addressed the contract with the IDA and the outstanding loan balance due
the IDA from LFTC EDC.
Mr. Mooney moved that the Board
go into Executive Session for discussion of the existing contract, a pending
contract and the loan associated with that contract. Mr. Johnson seconded the motion, with all in
favor (Mr. Sutton had not yet arrived).
Mr. Mooney moved to return to the
regular session from Executive Session.
The motion was seconded by Mr. Johnson, with all in favor.
Mr. Relyea
acknowledged the principal loan balance of $650,000 plus an undetermined amount
of interest that has been accruing since August of 2004. Mr. Relyea stated
that he can prepare for the Board an analysis of interest due through December
31, 2008. Mr. Valentine will provide Mr.
Murray, CFO, with copies of the present and preceding loan agreements along
with a prior calculation of interest due.
The Chairman acknowledged that Mr. Relyea’s
correspondence proposes to reconsider/renegotiate the loan payment schedule and
stated that the Agency is willing to work with LFTC EDC as it moves toward a
pending sale to AMD and associated financial obligations. The Agency, however, has a responsibility to
remove any exposure it may have through uncollected obligations. With the Board’s consensus, he suggested that
Mr. Relyea consider one of several options: one, pay down the principal balance and
interest and then rewrite a new loan to assist in operations and future sales
at LFTC; two,
pay off the interest due to date;
and, three, pay one-third of principal and interest with the AMD closing,
another third in 2010, and the final third in 2011. Mr. Callanan stated that the Board is
offering these as
options that Mr. Relyea could accept or reshape for action by the Agency at
a forthcoming meeting. Mr. Relyea will provide the Agency with a response prior to the
next meeting.
Auditor: Status,
Ed Galka
This item was discussed later as part of the Annual
Financial Report agenda item.
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Mr. Valentine provided members with a letter from the
Sitterly Associates, LLC:
Deed for Reconveyance
Mr. Valentine
stated that Mr. Toohey has prepared a quit claim deed for execution by the Chairman
or any officer to transfer property from the Agency to Sitterly
Associates, LLC in Halfmoon. In February, 2008 the Agency reconveyed title to the Sitterly
Associates II property located in the
There being no
further discussion, Mr. Hanehan moved to authorize
the execution of any documents necessary for the reconveyance
of title from the IDA to Sitterly Associates,
LLC. Mr. Mooney seconded the
motion.
Resolution
# 1010
RESOLVED THAT the Saratoga County Industrial Development
Agency does hereby authorize any officer to execute the quit claim deed
prepared by counsel for the reconveyance of title
from the Agency to the Company, Sitterly Associates,
LLC.
Ayes: 6
Noes: 0
Adopted: 6-0
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TD Banknorth has provided notice that the Master Signer
Certificate the Agency has with the bank for investment of IDA funds needs to
be updated to avoid submitting signature cards with every CD transaction. To avoid complications completing the
transfer of funds from the CD that matures tomorrow signatures are needed from
the treasurer, secretary and Chairman to complement the signatures already
recorded by Mr. Benton and Mr. Valentine.
Mr. Dunn’s signature will have to be acquired upon his return from
SEDC submitted an invoice of $60 for payment by the IDA for a Board member and guest who attended SEDC’s Annual Christmas party. Mr. Valentine asked for the invoice because Ms. Nolen was mistakenly billed personally. The expense is a budgeted item and does not require a resolution for payment.
As discussed at the January meeting of the Agency, Mr. Galka is restricted in providing his audit services to the
Agency by the requirement that the same review partner of a firm can audit the
financial records of an authority for five consecutive years only. He is seeking to reestablish the profession
relationship arranged last year with Fredette & Sankowski, but that may not be forthcoming and require that
he provide his services to the Agency through another firm.
According to Mr. Valentine, Mr. Benton has spoken with Mr. Galka regarding the schedule for completion of our audit
and what is needed to begin his work in the office. Within the next two weeks Mr. Galka will begin his basic review of Agency records for
2008 (meeting minutes, resolutions, invoices).
Currently eleven of the project companies have not returned the
financial surveys sent out in late December.
Mr. Valentine has input the information from the other companies and
will contact those that have not yet been submitted. Upon determination of which firm Mr. Galka employs with, he will provide an engagement letter
for Mr. Dunn’s signature.
The Board
continued its discussion from the January meeting regarding the use of the
Agency fund balance with the Chairman stating that he and Mr. Benton recently
met with the
Mr. Johnson serve with him on a subcommittee
to review the current policy and to develop (further) criterion for the use of
the fund balance, particularly as they relate to the current discussion. The members agreed to serve on the
subcommittee and to set a meeting with Mr. Toohey for Friday, February 20th
at 10:00 a.m.
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Mr. Valentine reported that 17 of 21 PILOT payments for
county and local taxes have been received.
Next month the two remaining hydro projects will make their annual PILOT
payment, which will be separately distributed to several taxing
jurisdictions. He added that annually,
as part of the financial survey of companies, he will conduct field visits
to three projects: United STEP 1, AJH
Enterprises, and Architectural Glass and Mirror. The purpose of the visits, other than a
general review of operations, is to meet with a company official from personnel
or payroll to compare the employment cited on the financial survey with actual
payroll records as of year-end for 2008.
Adjournment
There being no
further questions or comments, Mr. Hanehan moved to
adjourn the meeting. Mr. Mooney seconded
the motion, with all in favor.
Respectfully submitted by,
Michael Valentine
Assistant Administrator