3.0 Chairman Sloma led the Pledge of Allegiance. 4.0 Introduction of Guests. Niagara County Taxpayer. Lockport Union Sun & Journal.

Transcription

1 NCIDA/NCDC REGULAR BOARD MEETING MINUTES Wednesday, 9:00 a.m. Meeting Place: Niagara County Industrial Development Agency 6311 Inducon Corporate Drive, Suite One Sanborn, New York Meeting Called to Order The regular meeting of the Niagara County Industrial Development Agency was called to order by Chairman Sloma at 9:00 a.m. 2.0 Roll Call Henry M. Sloma, Chairperson Mayor Michael Tucker, 1st Vice Chairperson Stephen F. Brady, 2 nd Vice Chairperson Deanna Brennen, Secretary Mark A. Onesi, Assistant Secretary Joseph C. Frain, Member Patricia Dufour, Member William J. Bradberry, Member Gordon H. Fletcher III, Member Excused Excused 3.0 Chairman Sloma led the Pledge of Allegiance. 4.0 Introduction of Guests Don Hobel Earl Wells Paul McCollum Sarah Dayton Tom Prohaska Joyce Miles William Ross Frank Berrafato Niagara County Taxpayer E3communications Operating Engineers Lumsden McCormick Buffalo News Lockport Union Sun & Journal Niagara County Legislature Staff Samuel M. Ferraro, Executive Director Gary E. Kelsey, Manager of Finance Susan Langdon, Director of Project Development Andrea Klyczek, Director of Marketing Michael Dudley, Accounting Associate Mark Gabriele, Agency Counsel Mary P. Melloni, Recording Secretary Caroline Caruso, Project Assistant

2 Page 2 of Approval of NCIDA Meeting Minutes 5.1 NCIDA Regular Meeting of March 14, 2012 Ms. Brennen indicated she reviewed the minutes and found them to be in order. Ms. Brennen made a motion, seconded by Mr. Frain, to approve the meeting minutes of March 14, Motion passed. 6.0 NCIDA/NCDC Committee Reports 6.1 NCIDA Audit/Finance Committee Agency Payables Agency YTD Budget Report Mr. Frain indicated that the Committee found the Agency payables and YTD budget report to be in order and are recommending them for approval. Mr. Frain made a motion, seconded by Ms. Dufour, to approve the Payables and Agency Financial Report for the month of March 201. Motion passed NCIDA/NCDC Audit Fiscal Year 2011 Ms. Sarah Dayton presented the NCIDA/NCDC Audit report for the fiscal year ending December 31, [A summary of the Audit report is attached hereto and will be made a part hereof these minutes.] Ms. Dayton reviewed 5 sets of financial statements: NCIDA, NADC, NCDC, NEDF, and the NIIA. She explained that the Agency received an unqualified opinion on all five sets of financial statements, which is the highest level of assurance you can get and tells you that the financial statements are fairly presented in accordance with Generally Accepted Accounting Principles. Other reports include a small report at the end of the NEDF financial statements that the Agency is in compliance with the Trust Agreements; there is a Special Purpose Report for the NCIDA Multi-Tenant Facility Operating Account relative to an agreement with NFTA; there is a single audit because of federal funding in excess of $500,000 (HUD and economic assistance funding used for RLF programs). There were no issues during the single audit. The Agency was also a pass-through entity for some funding from NYSDOT relative to an access road for Barden Homes and this also required a single audit.

3 Page 3 of NCIDA/NCDC Committee Reports 6.1 NCIDA Audit/Finance Committee NCIDA/NCDC Audit Fiscal Year 2011 No matters to report under the Yellow Book audit. Communication with Those Charged with Governance had no findings. Management Letter contains no significant deficiencies or material weaknesses in the account; just a few smaller internal matters. Chairman Sloma credited the Staff with their work in attaining a clean audit. Chairman Sloma also requested that the audit be presented on disk next year to save paper. Mr. Frain made a motion, seconded by Mr. Onesi, to accept the Audit as presented. Motion carried. 6.2 Governance Committee Report Approval of Measurement Report FYE 2011 Mayor Tucker indicated that the Committee met and reviewed the Measurement Report and concluded that the NCIDA and NCDC have complied with each of the mission standards and concludes that no changes need to be made or are required and the Committee recommends approval of the report. Mayor Tucker made a motion, seconded by Ms. Dufour, to approve the Measurement Report for fiscal year ending December31, Motion passed Summary of Annual Board Evaluation Mayor Tucker indicated that there were two issues that were marked Somewhat Disagree. The first statement was that the Board exercise appropriate oversight of the CEO and other executive staff, including setting performance expectations and reviewing performance annually. The Committee is recommending that the Executive Director will oversee and review the performance of the staff and the Board of Directors will evaluate the Executive Director. The second issue is that the Board has identified the areas at most risk for the authority and work with management to implement risk mitigation strategies before problems occur. The response to this concern is that although the staff goes to great trouble gathering this information and has a policy in place, they need to do a better job making sure the Board receives the information so the Board will feel more comfortable making decisions.

4 Page 4 of NCIDA Unfinished Business 7.1 Modern Tec Manufacturing Ms. Langdon indicated that Modern Tec Manufacturing is a Company that manufactures custom made, high-precision machine components for the medical industry, military armoring systems, gas compression parts and multi-axis machining of impellers. The company seeks to construct a 10,000 square foot addition to its current building and will include the purchase and installation of additional production equipment. Ms. Langdon stated that she conducted the required public hearing on March 30, 2012 and there were no comments Final Resolution Mayor Tucker made a motion, seconded by Mr. Fletcher, to approve the Final Resolution for Modern Tec Manufacturing. RESOLUTION OF THE NIAGARA COUNTY INDUSTRIAL DEVELOPMENT AGENCY (i) UNDERTAKE A CERTAIN PROJECT FOR THE BENEFIT OF MODERN-TEC MANUFACTURING, INC. OR AN ENTITY FORMED OR TO BE FORMED (AS MORE FULLY DEFINED BELOW) (ii) DETERMINE THAT THE PROJECT WILL NOT HAVE A SIGNIFICANT EFFECT ON THE ENVIRONMENT; (iii) NEGOTIATE AND EXECUTE A LEASE AGREEMENT, LEASEBACK AGREEMENT, PAYMENT-IN-LIEU-OF-TAX AGREEMENT, PILOT MORTGAGE AND RELATED DOCUMENTS; AND (iv) PROVIDE FINANCIAL ASSISTANCE TO THE COMPANY IN THE FORM OF (A) A SALES TAX EXEMPTION FOR PURCHASES AND RENTALS RELATED TO THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF THE PROJECT AND (B) A MORTGAGE RECORDING TAX EXEMPTION FOR THE MORTGAGE RELATED TO THE PILOT AGREEMENT.

5 Page 5 of SOPS, LLC (Sun Orchard Fruit Company) Ms. Langdon explained that Sun Orchard Fruit Company is proposing construction of a 24,000 s.f. addition to house a new production line. It is a $3.4 million project; there are currently 54 jobs at the facility and they predict 12 new jobs within three years. She held the required public hearing on April 2, 2012 and there were no comments Final Resolution Ms. Dufour made a motion, seconded by Ms. Brennen, to approve the Final Resolution for SOPS, LLC. RESOLUTION OF THE NIAGARA COUNTY INDUSTRIAL DEVELOPMENT AGENCY (i) UNDERTAKE A CERTAIN PROJECT FOR THE BENEFIT OF SOPS LLC OR AN ENTITY FORMED OR TO BE FORMED (AS MORE FULLY DEFINED BELOW) (ii) DETERMINE THAT THE PROJECT WILL NOT HAVE A SIGNIFICANT EFFECT ON THE ENVIRONMENT; (iii) NEGOTIATE AND EXECUTE A LEASE AGREEMENT, LEASEBACK AGREEMENT, PAYMENT-IN- LIEU-OF-TAX AGREEMENT, PILOT MORTGAGE AND RELATED DOCUMENTS; AND (iv) PROVIDE FINANCIAL ASSISTANCE TO THE COMPANY IN THE FORM OF (A) A SALES TAX EXEMPTION FOR PURCHASES AND RENTALS RELATED TO THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF THE PROJECT AND (B) A MORTGAGE RECORDING TAX EXEMPTION FOR THE MORTGAGE RELATED TO THE PILOT AGREEMENT.

6 Page 6 of NCIDA Unfinished Business (Continued ) East Avenue, LLC 8.0 New Business Consent to Mortgage 8.1 AES Somerset Mr. Gabriele explained that this project was induced one year ago; they are now ready to mortgage the property which requires the Board s consent. There are no additional benefits being provided. Mr. Onesi made a motion, seconded by Mr. Frain, to consent to the mortgage for 160 East Avenue LLC. Chairman Sloma indicated that there have been meetings with the taxing jurisdictions, bond holders and representatives of the Company to try to bring about a resolution. Mr. Gabriele stated that there is a prior project known as AES Somerset that was recently modified, in February The summary provided to the Board is accurate in providing history and what the Company is requesting. [The summary is attached hereto and will be made a part hereof these minutes.] The application is a joint application between AES Energy LP and Somerset Cayuga Holding Company. At this point we are simply requesting the application be accepted so that the proper steps can be taken to hold a public hearing and send out a request for a PILOT Deviation.

7 Page 7 of New Business 8.1 AES Somerset (Continued ) There are resolutions that have been passed by all three taxing jurisdictions that are consenting to this non-standard distribution. It is now in the hands of the NCIDA Board to move forward. Chairman Sloma stated that it is the wish of all the parties involved that this Board will facilitate the wishes of the taxing jurisdictions. He explained that this is a difficult project as they have filed Chapter 11, their bondholders were concerned whether to walk away and/or make a further investment which represents approximately $70 million. In order to do this they need concessions from the taxing jurisdictions and labor unions at the facility. Both of those were conditions of the reorganization plan. Chairman Sloma stated that in his conversations with the taxing jurisdictions he asked for consent from each of them and also, since the Agency cannot act as quickly as their time frame requires, these resolutions would be something that AES can take to the Court to convince the Court that they do in fact have a plan for reorganization and that there is not any opposition from the taxing jurisdiction Accept Application Mr. Frain made a motion, seconded by Mr. Onesi, to accept the application for AES Energy LP and Somerset Cayuga Holding Company. RESOLUTION OF THE NIAGARA COUNTY INDUSTRIAL DEVELOPMENT AGENCY (i) ACCEPTING THE JOINT APPLICATION OF AES EASTERN ENERGY, L.P. AND SOMERSET CAYUGA HOLDING CO., INC. AND/OR ITS DESIGNEE WITH RESPECT TO A CERTAIN PROJECT (AS MORE FULLY DEFINED BELOW) TO BE UNDERTAKEN BY THE AGENCY FOR THE BENEFIT OF AES EASTERN ENERGY, L.P. AND SOMERSET CAYUGA HOLDING CO., INC. OR ITS DESIGNEE; (ii) AUTHORIZING A PUBLIC HEARING WITH RESPECT TO THE PROJECT; (iii) DESCRIBING THE FORMS OF FINANCIAL ASSISTANCE BEING CONTEMPLATED BY THE AGENCY; AND (iv) AUTHORIZING THE CIRCULATION OF A PILOT DEVIATION LETTER TO THE AFFECTED TAXING JURISDICTIONS.

8 Page 8 of New Business 8.1 AES Somerset (Continued ) Authorize Deviation Letter Mayor Tucker made a motion, seconded by Mr. Fletcher, to authorize the execution of a Deviation Letter for AES Energy LP and Somerset Cayuga Holding Company Set Public Hearing Mayor Tucker made a motion, seconded by Mr. Frain, to authorize the scheduling of a public hearing for AES Energy LP and Somerset Cayuga Holding Company. Motion passed. 9.0 Information Items Chairman Sloma announced the following seminars. Copies of the announcements for these events will be attached hereto and made a part hereof these minutes.\ 9.1 PILOT Seminar April 24, Business Information Breakfast Seminar May 8, Agency Counsel No report.

9 Page 9 of Any Other NCIDA Matters the Board Wishes to Discuss None Regular NCDC - NCIDA Board Meeting: DATE: May 23, 2012 TIME: 9:00 a.m. PLACE: Niagara County Center for Economic Development 13.0 Adjournment Mayor Tucker made a motion, seconded by Mr. Frain, to adjourn the meeting at 9:25 a.m. Motion passed. Respectfully submitted, Reviewed by, Approved by, Mary P. Melloni Samuel M. Ferraro Deanna Alterio-Brennen Administrative Assistant Executive Director Secretary