BROOME COUNTY INDUSTRIAL DEVELOPMENT AGENCY

GOVERNANCE COMMITTEE

Thursday, February 19, 2015· 2:00 PM

Broome County Office Building

60 Hawley Street 5th Floor

Binghamton, NY 13901

PRESENT: Jeffery K. Davis, James V. Baumgartner, Jeffrey K. Smith, Robert N. Nielsen, Jr., Wayne L. Howard John M. Bernardo, and James G. Rounds, Jr.

GUESTS: Jerry Marinich, Aaron Martin, John Harris, Emmanuel Priest, Tom Spicer, Anthony Paniccia, Mark Whalen, Mayor John Bertoni, and John Solak

ABSENT: none

STAFF: Kevin McLaughlin, Tom Gray

PRESIDING: Jeffery K. Davis

AGENDA ITEM 1: Chairman Davis called the meeting to order at 2:00 PM.

AGENDA ITEM 2: The second item on the agenda was the approval of the February 11, 2015 Governance Committee meeting minutes. Mr. Baumgartner made a motion to approve the minutes, seconded by Mr. Smith; the motion carried unanimously.

AGENDA ITEM 3: Public Comment: Mr. Solak’s comments again questioned the need for a 22 year pilot. Mayor Bertoni spoke in favor of the project and stated that it was something that the Village of Endicott desperately needed. Mr. Whalen asked whether or not a pilot project required the approval of the municipality and school district where the project was located; Mr. McLaughlin answered by saying that only deviated pilots require the local approval. Mr. Marinich’s comments focused on the question “was the committee following the rules?” He also suggested that the committee strengthen it’s labor policy as well as possibly including local labor in future discussions. Mr. Spicer asked that the committee give local labor due consideration.

AGENDA ITEM 4: American Horizons Group, LLC Project – Consideration of Certain Conditions to be Attached to the BCIDA Board Resolution regarding the proposed project. Before opening the discussion, Chairman Davis noted that consideration of this project has encouraged the Governance Committee to review issues, policies and procedures that have arisen in this process. The committee review would include an examination of policies dealing with recapture of benefits policies and a BCIDA staff search for possible precedents for modular construction policies among other New York State industrial development agencies. Chairman Davis thanked Mr. Nielsen for providing examples of existing “claw back” policies in place around the state. He also suggested that the BCIDA might consider engaging Binghamton University graduate student interns to assist the committee and staff in this review. Chairman Davis then began the discussion by accepting a letter from the developer authorizing Mr. Paniccia to speak for and make project-related commitments on behalf of the developer. The committee reviewed the four proposed conditions point by point. Mr. Paniccia stated that the developer had no problem with the first point, which requires that the project rent only to persons 55 and older; he did, however, inform the committee that the project also adhered to requirements of the federal Housing for Older Persons Act (HOPA). A brief discussion followed on the need for the project to adhere not only to federal legislation but also to possibly more stringent requirements specified by BCIDA. The committee discussed several possible variations of tenant occupancy but in the end decided that at least one of the tenants at the time of lease signing must be 55 or older. The second amendment point concerned a potential change in majority ownership of the project or business. The committee agreed that it was more concerned with a change in use of the project than a change in the majority ownership. However, after a lengthy discussion the committee decided to reword the amendment to clarify that a change in majority ownership and/or use of the project would require a re-examination by the BCIDA. The committee also asked that Mr. Meagher provide an opinion on the definition of the word majority prior to or at the special board meeting to be held on Thursday, February 26, 2015. The committee and developer’s representative essentially accepted the third amendment issue, which dealt with a substantive change in the build out schedule of the project, barring any unforeseen weather interruption. Mr. Nielsen suggested that the committee consider adding a fourth point to the list of amendments. This point would require a BCIDA review in the event of any substantive change in the employment figures agreed upon when the application was received by the agency. The committee wholeheartedly agreed and the fourth point was added. With a legal opinion pending from agency counsel, committee members felt they could not proceed with an overall recommendation to the board regarding approval or disapproval of the project. Mr. Smith then made a recommendation, seconded by Mr. Baumgartner, that the four amendments discussed must be included in any future approval of this project by the Board of Directors; the recommendation carried unanimously.

AGENDA ITEM 5: Adjournment. Mr. Baumgartner then made a motion for adjournment; it was seconded by Mr. Smith and carried unanimously. The next scheduled meeting for the BCIDA Governance Committee is to be determined.