Minutes, Regular Meeting / November 13, 2018

November 2018 | Minutes

Monday – November 13, 2018 at 5:30 PM

Present

  • F. Edward Devitt, Chairman
  • Edwin Williams, First Vice-Chairman
  • Stephen Rainaldi, Second Vice-Chairman
  • Matthew P. Stoddard, Treasurer and Member
  • Jeffrey D. Crist, Member
  • John W. Dickson, Member
  • Rodney Winchell, Member

Also Present

  • Joseph Joy, CEO
  • Anthony Zambrotta, Assistant Secretary
  • Robert Mc Laughlin, Esq. Hodgson Russ Attorneys
  • George Cregg, Esq. Hodgson Russ Attorneys
  • Members of the Audience
  • Suzanne Hadden, Recording Clerk

Agenda

  • Call to Order
  • Resolution Concurring in the Determination by the Town of Montgomery Planning Board, as Lead Agency for the Environmental Review of the Kadge, LLC Proposed Project
  • Resolution Authorizing Execution of Documents in Connection with a
  • Lease/Leaseback
  • Transaction for a Project for Kadge, LLC (The “Company”)
  • Appointment of Auditors
  • Meeting Schedule for 2019
  • Treasurer’s Update
  • Other Business
  • Approval of the July 16, 2018 Meeting Minutes
  • Approval of the September 11, 2018 Meeting Minutes
  • Adjournment

Chairman Devitt called the meeting to order and welcomed John Dickson; one of the new members.

Resolution Concurring in the Determination by the Town of Montgomery Planning Board, as Lead Agency for the Environmental Review of the Kadge, LLC Proposed Project

  • Chairman Devitt said we have two resolutions before us this evening and asked George Cregg, Attorney for the IDA and with the Hodgson Russ Law Firm if he would go over them with the members?
  • Mr. Cregg said the company’s attorney is here and he would like to make a comment before the IDA considers the resolutions.
  • Christopher Massaroni, Attorney for the applicant said he was also at the previous meetings and he represents Kadge and the related companies, Orange County Ironworks and Gabrielle Company Erectors. Mr. Cregg just presented him with the resolutions and he has been in communication with Mr. Mc Laughlin about the content and he hasn’t had a chance to look at it. He assumes the content is consistent with what they have discussed. He can see that the certifications and submissions that his client has made about the project are in the document, so their request is for both resolutions to be approved. The one issue that has come up that he has been discussing with the IDA counsel is that the client may wish to have some of the equipment purchased all and in the name of one of the related companies that will be leasing the new buildings and as disclosed in the application there will be about 4 and a half million dollars’ worth of steel fabricating and heavy equipment that will be required and installed. They had hoped that the sale tax benefit would go to the benefit of all of the related companies, but that’s not the case. So, they may wish to submit one or possibly two later applications and take the 4 1⁄2 million portion of the equipment out of this project and put it into separate projects in the name of either Orange County Ironworks or Gabrielle Steel; one or both. If they do that they would request for the IDA to hold a hearing and hopefully that will go faster than this one because there is no SEQRA approval required.
  • Chairman Devitt asked Attorney Cregg if they could do that, separate the equipment?
  • Mr. Cregg said originally, they assumed that they would have not only the building, but also the building equipment all owned by Kadge and presumably leased to tenants. The company Kadge, Orange Ironworks and the other tenant all have, if not the same ownership. So, the accountants working for the ownership have indicated that it may be advantageous tax wise to have the actual equipment owned by the tenants and have the building owned by Kadge. In which case the request from company’s counsel is that, if they file new applications and if you don’t want to have a meeting just to say okay we’ll have a public hearing on this new application, since the equipment is already in this project, all they would be doing is moving it out of this project and putting it in standalone projects for the tenants. He thinks his request is whether it’s possible for the board to authorize your staff if they get such an application to go ahead and hold a public hearing, so that at your January meeting or whatever your first meeting next year is, you would be in position to move forward on the equipment project. It is already covered by the SEQRA Determination and typically buying equipment to put it in an existing building or a building that’s being built under a separate SEQRA authorization, doesn’t require a separate SEQRA.
  • Chairman Devitt said he was wondering since it’s not mentioned in the resolution.
  • Mr. Cregg said that would be a separate request from these two resolutions. What you would be doing with these two resolutions, with the SEQRA resolution you are accepting that the Town Planning Board was the SEQRA Lead Agency and you’re acknowledging that you have a copy of their Negative Declaration because it is attached to the resolution. Then in the approving resolution you would be authorizing the IDA to proceed with up to the entire project with Kadge, which is the real estate entity and if they choose to take the equipment out of this project and put it in the second project, you would be closing Kadge on instead of a 9 million dollar project, it would be a 5 million dollar project and then you would close with the tenants on the 4 million of equipment at a later date.
  • Chairman Devitt asked if the board had any questions?
  • Member Crist said he would presume that Counsel is comfortable with what he just outlined, as far as a procedure.
  • Attorney Cregg said there is no statutory requirement that you have a public hearing resolution before you hold a public hearing. The reason that IDA’s traditionally had a public hearing resolution is so that if you get an application on a project that you’re not going forward no matter what with, there’s no point having the public hearing; t’s just a way of prescreening projects.
  • Chairman Devitt asked if everyone was comfortable with what was discussed and if they wanted to move on the SEQRA Resolution?
  • Attorney Cregg said the SEQRA Resolution is the easy one; the one he should take the board through is the approving resolution, because in that resolution you’re making some determinations and you’re determining to move forward with the project. He reviewed and explained the approval resolution with the members.
  • A further discussion was held with the board, CEO Joy, the IDA’s Attorney’s and Daniel Teutul, applicant.
  • Member Crist motioned to approve the Resolution Confirming SEQR Determination for the Kadge, LLC Project, seconded by First Vice Chairman Williams. All in favor, all ayes, motion carried.

Resolution Authorizing Execution of Documents in Connection with a Lease/Leaseback Transaction for a Project for Kadge, LLC (The “Company”)

  • Member Stoddard motioned to approve the Approving Resolution for the Kadge, LLC Project, seconded by First Vice Chairman Williams. All in favor, all ayes, motion carried.

Appointment of Auditors

  • Member Stoddard motioned to appoint Nugent and Haeussler, P.C. as the IDA Auditors for 2019, seconded by Member Winchell. All in favor, all ayes, motion carried.

Meeting Schedule for 2019

  • Member Crist motioned to approve the meeting dates for 2019, seconded by Member Winchell. All in favor, all ayes, motion carried.

Treasurer’s Update

  • CEO Joy said everything has stayed the same and that Treasurer Stoddard and himself will work on getting the monthly reports out and will be reviewing the past 3 years and compare it to the current year’s expenses.

Other Business

  • CEO Joy handed out a list of documents that are required to be on the IDA website. He reviewed the list of items that are and aren’t currently on the site and items that need to be worked on.
  • A discussion was held on the current fee schedule, having the board members have email addresses set up for the website and to hold training before the meetings.

Approval of the July 16, 2018 Meeting Minutes

  • Member Winchell motioned to accept the July 16, 2018 meeting minutes as presented, seconded by Second Vice Chairman Rainaldi. All in favor, all ayes, Members Crist and Dickson abstained, motion carried.

Approval of the September 11, 2018 Meeting Minutes

  • Member Crist motioned to accept the September 11, 2018 meeting minutes as presented, seconded by Member Stoddard. All in favor, all ayes, Member Dickson abstained, motion carried.

Member Crist motioned to adjourn the meeting, seconded by Second Vice Chairman Rainaldi. All in favor, all ayes, motion carried