RESOLUTION

					                                       City of Glens Falls
                              INDUSTRIAL DEVELOPMENT AGENCY
                                       July 13, 2006
                                          MEETING MINUTES

A meeting of the Industrial Development Agency was held on July 13, 2006 at 9:20 AM
in the Mayor’s Conference Room, in City Hall, 42 Ridge Street, Glens Falls, NY 12801.

Present: Chairman Daniel Hazewski, Mayor Leroy Akins, Commissioners Paul
McPhillips and Lois Robinson.

Absent: None.

Also Present: Attorney Wayne Judge, Thomas Donohue and Jackie Squadere,
Community Development, Todd Feigenbaum, Economic Development, Christine
McDonald, Crandall Library Director and The Post Star.
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Chairman Hazewski called the meeting to order. The first item on the agenda is
approval of meeting minutes. He stated hearing no additions or corrections, the minutes
stand approved as written. He stated further, regarding Status of Accounts, he doesn’t
believe there was any change. He stated they have one bill, from Judge and Duffy, in
the amount of $1,461. He has one question about that bill – he noticed it went to the
City Attorney first. Is that a change in procedure?

Attorney Judge replied that it is. City Attorney Ron Newell sent a letter around to all
attorney firms working for the City. Now we all send out bills to Ron for his review.

Chairman Hazewski stated that’s the first time he realized that. He asked Mayor Akins if
that is a new incentive?

Mayor Akins stated that Ron is trying to review of all of the charges to the City – he’s not
sure if that includes the LDC’s.

Chairman Hazewski asked how that fits in with the Public Accountabilities Act if we have
to do that, if at all? He has no objection to it – but it’s a question of independence. If we
can’t pay a bill unless the City Attorney approves it, what does that mean?

Attorney Judge stated the issue would only come up if Ron said not to pay one of the
bills.

Commissioner McPhillips stated he saw the letter from Attorney Mark Noordsy and he
didn’t get the sense he was looking at all the bills, just at what are you charging the City,
not that he was approving the bills, per se.

Mayor Akins stated he is looking at how each of the firms’ bill and sometimes there may
be some questions. If accountability is no problem, then it’s being done. He asked if the
IDA, LDC or URA exist without the oversight of the City?

Chairman Hazewski replied that the IDA exists without the City.
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Attorney Judge replied it exists as a separate entity – separate from the City. However,
its members are chosen by the Common Council.

Chairman Hazewski stated that the LDC is similar. It’s independent from the City – it’s a
separate corporation, accept that the members are appointed by the Mayor.

Attorney Judge stated bonding by the IDA requires approval of the Mayor.

Chairman Hazewski asked if copies of bills are sent to the Treasurer – Commissioner
Robinson? When he was Treasurer they were sent to him

Commissioner Robinson replied no – she hasn’t received any.

Chairman Hazewski stated it’s fine to have a professional review bills from other
professionals but the bills need to go to our Treasurer because ultimately, she is
responsible for them. You can’t delegate that away.

Commissioner Robinson asked Attorney Judge to send his bills to Jackie, then she
would send a copy to her.

Attorney Judge sent City Controller Bruce Crouser a letter about how the finances work,
with checkbooks, etc.

Mrs. Squadere stated that she has all of the checkbooks in her office – a separate one
for the IDA and a separate one for the LDC.

Attorney Judge asked if PILOT payments also go through the Community Development
Office?

Mrs. Squadere replied that there are no PILOT payments anymore.

Mr. Feigenbaum asked if they ever funneled any other PILOT payments through the
IDA to the City?

Chairman Hazewski replied no.

Commissioner McPhillips left the meeting at this time.
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
       RESOLUTION NO. 29

           On the motion of Commissioner Robinson, seconded by Mayor Akins, all voting
           affirmatively, it was

           RESOLVED THAT, the Industrial Development agency hereby approves
           payment, in the amount of $1,461.02, to Judge and Duffy.
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Chairman Hazewski stated the next item is approval of any Greater Glens Falls
Development Corp. resolutions.
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Attorney Wayne questioned why they felt they had to do that? He stated further that an
explanation given to him by Attorney Noordsy indicated that initially the City gave
money to the LDC for the purpose of lending the money out and if they actually gave
money away that was not consistent with the gift. So they wanted it to come back to
them and get the City’s approval. But there is nothing in writing on that agreement.

Mr. Feigenbaum stated in his opinion that agreement conflicts with the Public Authority
Act. He doesn’t think the actions of the LDC can be dependent on the IDA. A bigger
question becomes the ratification by the Common Council. He thinks that may be
precluded as well by the PAA.

Attorney Judge stated that inter-agency agreements are required by statute, which lays
these things out and apportions the cost for operations. He noted that for instance,
Jackie Squadere and Deputy City Clerk, Noreen Dove work for both agencies.

Chairman Hazewski suggested Attorneys Noordsy and Judge get together on those
issues and come back with a recommendation to them.

Mayor Akins added that City Attorney Ron Newell and URA Attorney Bob Morris should
be included so there is a common understanding.

Chairman Hazewski stated at this point in time, they’ll eliminate approval of any Greater
Glens Falls Dev. Corp. resolutions from further agendas.

OLD BUSINESS

Chairman Hazewski stated Christine McDonald is here from the Library. He thought to
do the SEQR review and authorizing bond inducement resolutions next.

Attorney Judge stated the Board would also need to accept the report of the Public
Hearing on the bonding, which was held on 6/22/06, as submitted to the Board.
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
       RESOLUTION NO. 30

           On the motion of Commissioner Robinson, seconded by Mayor Akins, all voting
           affirmatively, it was

           RESOLVED THAT, the Glens Falls Industrial Development Agency hereby
           accepts the report from the Public Hearing with regards to the Library expansion
           bonding, held on June 22, 2006 in the Common Council Chambers, City Hall.
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Attorney Judge stated of the 15 agencies given notice to the SEQR application, 5
responded giving the IDA Lead Agency status and the others didn’t respond and at the
expiration of 30 days, the IDA is now Lead Agency for purposes of environmental
review. He then proceeded to review Part II of the Environmental Assessment Form
with the Agency.
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He stated further that the Library has agreed to appear before the Planning Board and
Common Council on 7/22. On August 22nd it gets Site Plan approval. Then the bonding
attorney will present them with a bonding resolution and the bonds will be sold.
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
       RESOLUTION NO. 31

           On the motion of Mayor Akins, seconded by Commissioner Robinson, all voting
           affirmatively, it was

           RESOLVED THAT, the Glens Falls Industrial Development Agency, as Lead
           Agency hereby accepts a negative declaration on Part II of the Environmental
           Assessment Form submitted with regards to the Crandall Public Library plan
           review, renovation, expansion and financing, including taking an assignment of
           the ground lease to the new footprint of the renovated and expanded Library
           structure.
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Chairman Hazewski stated that the next item is authorization of a bond inducement
resolution and agreement.

Attorney Judge explained that the agreement would be signed by this Agency and the
Library, who leases the Library land from the Crandall Trust, but is the owner of the
Project. In the agreement issuer promises that it will allow its name and tax exempt
status to be used to be used according to the statute to help finance this project, of up
to $20M and authorizing the Chairman to sign it.
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
       RESOLUTION NO. 32

           On the motion of Commissioner Robinson, seconded by Mayor Akins, all voting
           affirmatively, it was

           RESOLVED THAT, the Glens Falls Industrial Development Agency hereby
           authorize the Chairman to sign the Inducement Letter with regards to the
           Crandall Library extension bonding.
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Mayor Akins asked if the Planning Board has to sign off the on design?

Attorney Judge replied no. The Library is in the PRD – Park District and as a result of
that both the City Attorney and the Planning Board Attorney came to the conclusion that
Planning Board Site Plan review is not required. The Site Plan review has to be done by
the Common Council. He will pick up a Site Plan Review application today as if they’re
going to the Planning Board, then he’ll scan it and change it so that it applies to the
Common Council and send copies to the Planning Board and Common Council and ask
the Planning Board if they want them to appear anyway, so they can give their views to
the Common Council, not their approval.
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Chairman Hazewski stated the next item is adopting policies and amending by-laws for
compliance with the Public Authorities Act.

Attorney Judge stated that he met with Chairman Hazewski and Mr. Feigenbaum and
went over the resolution and all the attachments. He stated that they first need to
appoint a Governance Committee and an Audit Committee.
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
       RESOLUTION NO. 33

           On the motion of Mayor Akins, seconded by Commissioner Robinson, all voting
           affirmatively, it was

           RESOLVED THAT, the Glens Falls Industrial Development Agency hereby
           appoints Commissioner Paul McPhillips as the Audit Committee of the Agency, in
           compliance with the Public Authorities Act.
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
       RESOLUTION NO. 34

           On the motion of Commissioner Robinson, seconded by Mayor Akins, all voting
           affirmatively, it was

           RESOLVED THAT, the Glens Falls Industrial Development Agency hereby
           appoints Chairman Daniel Hazewski to the Governance Committee of the
           Agency, in compliance with the Public Authorities Act.
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Attorney Judge then reviewed the resolution with the Agency members.
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
       RESOLUTION NO. 35
           RESOLUTION OF THE CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT
           AGENCY ADOPTING CERTAIN POLICIES, STANDARDS AND PROCEDURES
           IN CONNECTION WITH THE PUBLIC AUTHORITIES ACCOUNTABILITY ACT
           OF 2005

           On the motion of Commissioner Robinson, seconded by Mayor Akins, all voting
           affirmatively,
           WHEREAS, by Title 1 of Article 18-A of the General Municipal Law ("GML") of the State of New
           York (the "State"), as amended, and Chapter 671 of the Laws of 1974 of the State, (hereinafter,
           collectively called the "Act"), the CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT
           AGENCY (hereinafter called the "Agency") was created as a public benefit corporation of the
           State; and

           WHEREAS, the Public Authorities Accountability Act of 2005 (the "PAAA"), which was signed into
           law on January 13, 2006 as Chapter 766 of the Laws of 2005, was enacted by the New York
           State Legislature to insure greater accountability and openness of public authorities throughout
           the State; and
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I.D.A.
07/13/06
           WHEREAS, pursuant to Section 2 of the Public Authorities Law ("PAL") of the State, the
           provisions of the PAAA apply to certain defined "local authorities", including the Agency; and

           WHEREAS, the Agency desires to adopt certain policies, standards and procedures necessary to
           comply with the provisions of the PAAA.

           NOW, THEREFORE, BE IT RESOLVED by the members of the Board of the Agency (the
           "Board") as follows:

           Section 1.       Pursuant to subdivision 3 of Section 2824 of the PAL, no Board member,
           including the Chairperson, shall serve as the Agency's chief executive officer, executive director,
           chief financial officer, comptroller, or hold any other equivalent position while also serving as a
           member of the Board.

           Section 2.         Pursuant to subdivision 2 of Section 2824 of the PAL, any members of the Board
           appointed on or after January 13, 2006 shall participate in State approved training regarding their
           legal, fiduciary, financial and ethical responsibilities as directors within one (1) year of their
           appointment to the Agency. Further, each Board member appointed after January 13, 2006 shall
           execute a certificate of independence pursuant to subdivision 2 of Section 2825 of the PAL. Such
           certificate shall be executed in substantially the form attached hereto as Exhibit A.

           Section 3.       Pursuant to subdivision 2 of Section 2824 of the PAL, all members of the Board
           shall participate in such continuing training as may be required to remain informed of best
           practices, regulatory and statutory changes relating to the effective oversight of the management
           and financial activities of public authorities and to adhere to the highest standards of responsible
           governance.

           Section 4.        Pursuant to subdivision 3 of Section 2825 of the PAL, on or before May 15 of
           each year, all Agency Board members, officers and employees shall file annual financial
           disclosure statements with the Board of Ethics of the County of Warren (the "County") pursuant to
           Article 18 of the GML of the State. The annual financial disclosure statements so filed shall be
           substantially in the form attached hereto as Exhibit B, or such other form of statement as may be
           adopted and approved by the County.

           Section 5.       Pursuant to subdivision 4 of Section 2824 of the PAL, an Audit Committee is
           hereby formed, being comprised of Paul McPhillips for the purpose of recommending to the
           Board the hiring of a certified independent accounting firm, establishing the compensation to be
           paid to the accounting firm and providing direct oversight of the performance of the independent
           audit to be performed on or after fiscal year ending on December 31, 2007 by the accounting firm
           hired for such purposes.

           Section 6.      Pursuant to subdivision 7 of Section 2824 of the PAL, a Governance Committee
           is hereby formed, being comprised of Daniel Hazewski for the purpose of keeping the Board
           informed of current best governance practices, to review corporate governance trends; to update
           the Agency's corporate governance principles; and to advise appointing the Agency on skills and
           experiences required of potential Board members.

           Section 7.       Pursuant to subdivision 2(a) of Section 2800 of the PAL, the Board shall submit
           to the chief executive officer, the chief fiscal officer and the chairperson of the legislative body of
           the City, and the New York State Authority Budget Office within ninety (90) days after the end of
           the Agency’s fiscal year (with the first report due by March 31, 2007 for fiscal year ending
           December 31, 2006), a complete and detailed report (the "Annual Report") that shall contain:

           (a)     the Agency's operations and accomplishments;
           (b)     the Agency's receipts and disbursements, or revenues and expenses, during such fiscal
                   year in accordance with the categories or classifications established by the Agency for its
                   own operating and capital outlay purposes;
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           (c)     the Agency's assets and liabilities at the end of its fiscal year including the status of
                   reserve, depreciation, special or other funds and including the receipts and payments of
                   these funds;
           (d)     a schedule of the Agency's bonds and notes outstanding at the end of its fiscal year,
                   together with a statement of the amounts redeemed and incurred during such fiscal year
                   as part of a schedule of debt issuance that includes the date of issuance, term, amount,
                   interest rate and means of repayment. Additionally, the debt schedule shall also include
                   all refinancings, calls, refundings, defeasements and interest rate exchange or other such
                   agreements, and for any debt issued during the reporting year, the schedule shall also
                   include a detailed list of costs of issuance for such debt;
           (e)     a compensation schedule that shall include, by position, title and name of the person
                   holding such position or title, the salary, compensation, allowance and/or benefits
                   provided to any officer, director or employee in a decision making or managerial position
                   of such authority whose salary is in excess of one hundred thousand dollars;
           (f)     the projects undertaken by such authority during the past year;
           (g)     a listing of (i) all real property of such authority having an estimated fair market value in
                   excess of fifteen thousand dollars that the authority intends to dispose of; (ii) all such
                   property held by the authority at the end of the period covered by the report; and (iii) all
                   such property disposed of during such period. The report shall contain an estimate of fair
                   market value for all such property held by the authority at the end of the period and the
                   price received by the authority and the name of the purchaser for all such property sold
                   by the authority during such period;
           (h)     the Agency's code of ethics; and
           (i)     an assessment of the effectiveness of its internal control structure and procedures.

           Once completed, and prior to submission, the chief executive officer and the chief fiscal officer of
           the Agency shall certify that the financial information contained in the Annual Report is accurate,
           correct and does not contain any untrue statements. The certification executed shall be in
           substantially the form attached hereto as Exhibit C.

           Section 8.       Pursuant to subdivision 2 of Section 2801 of PAL, on or before November
           1,2006, the Agency will submit to the Mayor, City Manager, City Controller and Common Council
           of the City of Glens Falls (the "City"), along with the New York State Authority Budget Office, the
           Agency's budget for fiscal year ending December 31, 2007.

           Section 9.      For the Agency fiscal year ending December 31, 2007 and each year thereafter,
           the Agency will abide by the following rules relating to audit services:

           (a)     the certified independent public accounting firm performing the Agency's audit will be
                   prohibited from providing audit services if the lead (or coordinating) audit partner
                   responsible for reviewing the audit, has performed audit services for the Agency in each
                   of the five previous fiscal years;
           (b)     the certified independent public accounting firm performing the audit shall be prohibited
                   from performing any non-audit services to the Agency contemporaneously with the audit,
                   unless receiving previous written approval by the audit committee including: (i)
                   bookkeeping or other services related to the accounting records or financial statement" of
                   the Agency, (ii) financial information systems design and implementation, (iii) appraisal or
                   valuation services, fairness opinions, or contribution-in-kind reports, (iv) actuarial
                   services, (v) internal audit outsourcing services, (vi) management functions or human
                   services, (vii) broker or dealer, investment advisor, or investment banking services and
                   (viii) legal services and expert services unrelated to the audit; and
           (c)     it shall be prohibited for any certified independent public accounting firm to perform for
                   such Agency any audit service if the chief executive officer, comptroller, chief financial
                   officer, chief accounting officer, or any other person serving in an equivalent position for
                   the Agency, was employed by that certified independent public accounting firm and
                   participated in any capacity in the audit of the Agency during the one (1) year period
                   preceding the date of the initiation of the audit.
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           Section 10.      The By-Law Amendments required by the PAL are designated as the underline
           portions of the By-Laws attached as Exhibit L.

           Section 11.       The following policies and By-Law Amendments, as presented at this meeting,
           are hereby adopted, ratified and approved to the extent existing policies of the Agency are in
           conflict with these policies such existing policies are revoked.

           Exhibit A        The Certificate of Independence;
           Exhibit B        Financial Disclosure Statements;
           Exhibit C        Certification of the Chief Executive Office and Chief Fiscal Officer;
           Exhibit D        The Compensation, Reimbursement and Attendance Policy;
           Exhibit E        The Code of Ethics;
           Exhibit F        The Whistleblower Policy;
           Exhibit G        The Investment Policy;
           Exhibit H        The Travel Policy;
           Exhibit I The Disposition of Property Guidelines;
           Exhibit J        The Procurement Policy;
           Exhibit K        The Defense and Indemnification Policy; and
           Exhibit L        Amendments to the By-laws of the Agency.

        Section 12.     This resolution shall take effect immediately.

Chairman Hazewski stated they’ve talked several times about their fee schedule, versus
other fee schedules. Ours comes up with a maximum fee of around $30,000, regardless
of the size of the project. The other entities, including the Warren/Washington Counties
IDA have a much larger fee schedule and the Library project would have cost them
about $100,000 to go through them. Also, Warren /Washington IDA also has a
“kickback” of that fee going to the EDC. He stated the question he wants to throw out is
what is the purpose of that fee? If in fact they’re going to change their fee schedule, why
are they doing that and what would they be doing with the money, other than
accumulating it? Historically the IDA has had no funds. There was no reason to have
funds because all they did was approve bonding for projects. That has changed
somewhat, given Bob Joy’s tenure as Chairperson and refinancing a couple of projects
back in 1999. So we started doing some of those small projects. If they are going to be
charging a higher fee he would ask the Commissioners to think about whether that is
promoting industrial development, by charging more money or is it just usury? We have
adequate resources presently and always thought the more they could promote
industrial development – that’s our purpose, not necessarily to raise funds. He doesn’t
expect resolution today – he just wants to the Commissioners to think about that.

Mr. Feigenbaum stated he agrees with Chairman Hazewski, unless they have a good
reason, why raise it. He thinks in the coming years there will be more opportunity for the
Agency to get involved in projects that would utilize some of their resources.


       RESOLUTION NO. 36

           On the motion of Commissioner Robinson, seconded by Mayor Akins, all voting
           affirmatively, it was

           RESOLVED THAT, the Glens Falls Industrial Development Agency hereby
           adjourns the July 13, 2006 meeting.


				
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