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1 MINUTES OF THE MEETING OF THE UPPER MOHAWK VALLEY MEMORIAL AUDITORIUM AUTHORITY HELD ON JANUARY 9, 2017 AT 4:15 PM. Members Present: Carl Annese, Paul Romano, Vin Karl, Jim Brock and Harold Stalker Also Present: Luann Horton-Murad, Mike Potrzeba, Rick Redmond Excused: Joanne Gerace, Pat Donovan Authority Business: The minutes of the December 13 th meeting was reviewed. A motion was made by Jim to accept the minutes as approved. Seconded by Paul. All in favor. Mike presented the budget for 2017, showing budgeted amounts for 2017 against actual spending during 2016. A motion was made by Jim, seconded by Harold to approve the 2017 budget. All in favor. Rick advises that with the top end rebuild of the chiller, maintenance will need to be done on a yearly basis to the tune of $9,000. The water treatment costs are expected to run $3000-$4000 per year. A discussion was held regarding the fact that we have not receiving any billing from our counsel this year. Pat will contact him so we can get him caught up for 2016. Then we will decide whether to proceed in the future on a retainer or hourly basis. An emergency situation arose when our hot water heater broke down and there was no hot water for the building. A total of $19,263 was spent to fix this problem. Because it was such an emergency, we could not follow our normal purchasing protocol rules. For our Building Insurance renewal, Gary Scalzo quoted an new premium of $82,622.91 vs this year’s $80,948.45 with the same amount of insurance coverage. He overlooked the fact that the authority have
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MINUTESOFTHEMEETINGOFTHEUPPERMOHAWKVALLEYMEMORIALAUDITORIUMAUTHORITYHELDONJANUARY9,2017

AT4:15PM.MembersPresent:CarlAnnese,PaulRomano,VinKarl,JimBrockandHaroldStalkerAlsoPresent:LuannHorton-Murad,MikePotrzeba,RickRedmondExcused:JoanneGerace,PatDonovanAuthorityBusiness:TheminutesoftheDecember13thmeetingwasreviewed.AmotionwasmadebyJimtoaccepttheminutesasapproved.SecondedbyPaul.Allinfavor.Mikepresentedthebudgetfor2017,showingbudgetedamountsfor2017againstactualspendingduring2016.AmotionwasmadebyJim,secondedbyHaroldtoapprovethe2017budget.Allinfavor.Rickadvisesthatwiththetopendrebuildofthechiller,maintenancewillneedtobedoneonayearlybasistothetuneof$9,000.Thewatertreatmentcostsareexpectedtorun$3000-$4000peryear.Adiscussionwasheldregardingthefactthatwehavenotreceivinganybillingfromourcounselthisyear.Patwillcontacthimsowecangethimcaughtupfor2016.Thenwewilldecidewhethertoproceedinthefutureonaretainerorhourlybasis.Anemergencysituationarosewhenourhotwaterheaterbrokedownandtherewasnohotwaterforthebuilding.Atotalof$19,263wasspenttofixthisproblem.Becauseitwassuchanemergency,wecouldnotfollowournormalpurchasingprotocolrules.ForourBuildingInsurancerenewal,GaryScalzoquotedannewpremiumof$82,622.91vsthisyear’s$80,948.45withthesameamountofinsurancecoverage.Heoverlookedthefactthattheauthorityhave

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beenwantingtoincreaseourcoverageonthebuildingatleast10%,ifwecanaffordit,everyyear.So,amotionwasmadebyPat,secondedbyPaultoauthorizeCarltosigntheorderforinsurancenextyearnottoexceed$90,000.ReTheTartanbuilding,aletterwasreceivedfromBowerswithanofferthatisnotacceptable.AmotionwasmadebyJim,secondedbyPattorejectsaidoffer.Regardingthecontractforengineeringandprofessionalservices,asshownbelow,forfuturecapitalimprovements,amotionwasmadebyPaul,secondedbyHarold,tomakethefollowingamendments:Alesia&Crewell $30,000Almy&Associates $10,500 PetersonEngineering $72,000 GaetanoConstruction $19,200 On-siteengineerTBD $12,500 Estimate $144,260AmotionwasmadebyJim,secondedbyHaroldtomovethecurrentslateofofficersforwardtoserveagainnextyear.Allagreedtoserveagain.Allinfavorofthemotion.AmotionwasmadebyPattogointoexecutivesessionat4:55.SecondedbyHarold.Allinfavor.AmotionwasmadebyJotocomeoutofexecutivesessionat5:35.SecondedbyHarold.Allinfavor..Meetingadjournedat5:35pm

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MINUTESOFTHEMEETINGOFTHEUPPERMOHAWKVALLEYMEMORIALAUDITORIUMAUTHORITYHELDONFEBRUARY7,2017

AT4:00PM.MembersPresent:CarlAnnese,PaulRomano,VinKarl,JimBrockandPatDonovan.AlsoPresent:LuannHorton-Murad,MikePotrzeba,RobEscheandRickRedmondExcused:JoanneGeraceandHaroldStalkerAuthorityBusiness:TheminutesoftheJanuary9thmeetingwerereviewed.AmotionwasmadebyJimtoaccepttheminutesasapproved.SecondedbyPat.Allinfavor.Mikepresentedtwovouchers.ThefirstwasforAlesia&Crewellfor$27,125coveringworkingdoneunderthecontractalreadyawarded.ThesecondwasthefirstbillingfromStarrfor$9,609.24fortheEmergencyRepairofChillerCompressor#2approvedlastmeeting.RickprovidedanupdateviaPowerPointwithatimetableandanticipatedexpensesforthischillerrefurbishment.Itisexpectedtobeaone-monthprocessandcostscouldreach$48,500.Therehasnotbeenanyresolutionyetrenothavingreceivedanybillingfromourcounselthisyear.Wedoknow,however,thatwemustbeabletobudgetfortheseservicesonanannualbasis.WehavereceivedacontractfromBarone&Howardforaccountingservicesfor2017.Amotionwasmade,byPat,secondedbyJim,forCarltobeabletosignacontractwiththemnottoexceed$5500.Allinfavor.ReTheTartanbuilding,thecourthearingscheduledforJan26thwaspostponedbyrequestoftheircounselclaimingtheywerenotreadytolitigate.Thejudgedidmentionthe$575,000purchaseprice.Kevin

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returnedthatwehaven’tevenseenthepurchaseagreement.Nonewdatehasbeengivenyet.AmotionwasmadebyPattogointoexecutivesessionat4:15.SecondedbyJim.Allinfavor.AmotionwasmadebyJimtocomeoutofexecutivesessionat4:40.SecondedbyPat.Allinfavor.AmotionwasmadebyPat,secondedbyJim,tosolicitbidsfortheWestEndExpansionProject.Allinfavor..Meetingadjournedat4:50pm

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MINUTESOFTHEMEETINGOFTHEUPPERMOHAWKVALLEYMEMORIALAUDITORIUMAUTHORITYHELDONMARCH26,2017

AT4:00PM.MembersPresent:CarlAnnese,VinKarl,JoanneGerace,HaroldStalker,JimBrockandPatDonovan.AlsoPresent:NoneExcused:PaulRomanoAuthorityBusiness:CarlbriefedtheBoardthatourConstructionManager,AnthonyObernesser,reviewedthelowestbidfortheWestEndExpansionProjectandfounditacceptable.ThereforeamotionwasmadebyJim,secondedbyHarold,toacceptthelowestbidder,NationalBuildingastheGeneralContractorforthisproject,contingentuponreceivingtheappropriatefundingfromNewYorkStateandtheCounty.Allinfavor.AsecondmotionwasmadebyPat,secondedbyJoanne,toauthorizeNationalBuildingtobeginworkassoonaspossiblepreparingshopdrawingsforthesteelwork,nottoexceed$40,000.Allinfavor.AthirdmotionwasmadebyPat,secondedbyHarold,toadd$4,000tothedesignbudgettopayforadditionalworkbeingperformedbyAlesia&CrewellArchitects.Allinfavor.Meetingadjournedat4:15pm

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MINUTESOFTHEMEETINGOFTHEUPPERMOHAWKVALLEYMEMORIALAUDITORIUMAUTHORITYHELDONMAY3,2017AT12:00PM.

MembersPresent:CarlAnnese,JoanneGerace,VinKarl,PatDonovan,HaroldStalkerandPaulRomanoAlsoPresent:RobEsche,LuannHorton-Murad,MichaelPotrzebaandCeceliePikusExcused:JimBrockAuthorityBusiness:Meetingcomestoorderat12:06pmTheAuthorityiswaitingforaletterfromtheStateconfirminganallottedamountofmoneythatwouldcoverthefullcostofcompletingtheExpansionproject.Carlisnotsurehowmuchtheletterwillbefor,buttheyareexpectingiteithertodayortomorrow.JoannemakesamotiontoapprovetheGeneralConstructionbidfromNationalBuilding&Restorationfor$6,067,000contingentupontheletterfromthestateregardingfunding.Paulseconds,allinfavor.PatmakesamotiontoapprovetheFireProtectionbidfromDavisUlmerfor$620,010contingentupontheletterfromthestateregardingfunding.Haroldseconds,allinfavor.HaroldmakesamotiontoapprovethePlumbingbidfromSchmalzMechanicalfor$296,500contingentupontheletterfromthestateregardingfunding.Paulseconds,allinfavor.JoannemakesamotiontoapprovetheHVACbidfromHJBrandelesfor$341,900contingentupontheletterfromthestateregardingfunding.Patseconds,allinfavor.PaulmakesamotiontoapprovetheElectricalbidfromWeydmanElectricfor$1,022,700contingentupontheletterfromthestateregardingfunding.Haroldseconds,allinfavor.

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Meetingcomestoacloseat12:30pm.

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MINUTESOFTHEMEETINGOFTHEUPPERMOHAWKVALLEYMEMORIALAUDITORIUMAUTHORITYHELDONJUNE6,2017AT4:00PM.

MembersPresent:CarlAnnese,JimBrock,HaroldStalker,PaulRomanoandPatDonovanAlsoPresent:RobEsche,AnthonyObernesser,LuannHorton-Murad,MichaelPotrzebaandCeceliePikusExcused:JoanneGeraceandVinKarlAuthorityBusiness:Meetingcomestoorderat4:08pm.Anthonyprovidesanupdateonthecurrentconstruction,bothinsideandoutsideoftheAuditorium.Heconfirmsthattheyhavebeenworkingontheacceleration.CarlprovidestheAuthoritywiththerelevantchangeorders.Jimmakesamotiontoincreasetheaccelerationbyupto$16,000.Paulseconds,allinfavor.RobproposesputtingoutamarqueebidthroughPetersonforanewmarqueeandnewribbonboards.TheAuthorityagreesthisisagoodstartingpoint.Jimmakesamotiontomoveforwardonspecsforabidpackagenottoexceed$20,000.Paulseconds,allinfavor.RobdiscussestheshelloverUticaCollege’slockerroom,andtheplanstocreatearestaurant.CarlbringsuptheAuthoritypayingfortheshell,asitistheirpropertyshouldMVGeverleavethebuilding.TheAuthorityagreesontheaboveconcept.RobprovidestheAuthoritywithanupdateonTartan.Tartanhasagreedonasalepriceof$575,000.RobwouldliketocombineMVGandtheAuthoritycreativelytofindthepurchaseofTartan.Pat,Rob,andCarlplanonmeetingwithPeterRayhillnextweektolaythisout.MikepresentstheAuthoritywithsevenvoucherstobesigned:

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1. HNYEnvironmentalServices:$3892. Alesia&Crewell:$4,197.503. Almy&Associates:$5,0164. GaetanoConstruction:$53,3925. SchmaltzMechanical:$14,5926. WidemanElectric:$43,628.757. NationalBuildingRestoration:$421,500.75

MikealsoprovidesupdatesontheAuthority’scurrentaccounts.MikediscussestheupdatestothecurrentProcurementPolicy.TheAuthoritydiscussesminorchangestothepolicy.TheAuthorityalsodiscussescontactingKevinMartintoevaluatetheexistingenvironmentalreport.RobpresentstheapplicationtotheCityofUticaforWashingtonCourts–asplitapplicationbetweentheAuthorityandtheCounty.Patmakesamotiontosubmittheapplication.Paulseconds,allinfavor.Haroldmakesamotiontobringthemeetingtoacloseat5:20.Patseconds,allinfavor.

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MINUTESOFTHEMEETINGOFTHEUPPERMOHAWKVALLEYMEMORIALAUDITORIUMAUTHORITYHELDONJULY12,2017AT4:00PM.

MembersPresent:CarlAnnese,JimBrock,HaroldStalker,PatDonovan,JoanneGeraceandVinKarlAlsoPresent:RobEsche,AnthonyObernesser,LuannHorton-Murad,MichaelPotrzeba,CeceliePikusandKevinMartinExcused:PaulRomanoAuthorityBusiness:Meetingcomestoorderat4:04pm.Jimmakesamotiontoapprovetheminutesfrom6/6/17withthechanges.Haroldseconds,allinfavor.Anthonystartswithaconstructionupdate,explainingthattheyareprettymuchbackontrack.Excavationworkismostlyfinished,andtheyarepouringconcretethisweek.Sprinklersovertheseatingareaare90%complete.TheyareontracktohavetheinsidecleanedupbyAugust15.Therenovationsofthelockerroomsarealsobackonschedule.GaryScalzocalledCarltotellhimthattheyneedanOwnersContractorsLiabilityPolicy,whichis$4,200.KevinMartinexplainsthatweareindemnifiedagainstthem.TheAuthorityasksKevintoreviewGary’semailandreturntothesubjectlateroninthemeeting.CarlalsoexplainsthattheyapproachedO’Brian&GeretoredesigntheLabattBlueparkinglottoaddarowofcars.CarlalsoexplainsthepossibilityofcreatingaplazainfrontoftheentrancetoTheAUD.TheAuthoritydiscusseswhatmaterialtouse(concretevs.stamp).Mikepassedaroundthefinancialvouchers,allrelatedtotheconstructionproject.HealsopassedouttheCAPfundreportandthebudgetvs.actualforthe2ndquarter.Mikealsodiscussestheportionofthe5.5milliondollarbondthathasbeenusedthusfar.Mikealsodiscussesthecurrentstatusonseasonticketsandhowtoincreaseattendancefornextseason.

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CarldiscussesthefactthattheAuthorityhasnotyetcomeoutinfavorofTheUDistrict.TheAuthoritythentalksaboutthepositivesandnegativesofcomingoutinfavorofthedistrictasawhole,tohelppromotethepurchaseofferonWashingtonCourts.TheAuthoritycomestothedecisionthattheywillkeepthingsasis,withRobandMVGmarketingTheUDistrict.Patmakesamotiontogointoexecutivesessionat4:52.Haroldseconds,allinfavor.AmotionwasmadebyJotocomeoutofexecutivesessionat5:31.SecondedbyHarold.Allinfavor.Meetingadjournedat5:31pm

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MINUTESOFTHEMEETINGOFTHEUPPERMOHAWKVALLEYMEMORIALAUDITORIUMAUTHORITYHELDONAUGUST9,2017AT4:00PM.

MembersPresent:CarlAnnese,JimBrock,HaroldStalker,PaulRomano,VinKarlandJoanneGeraceAlsoPresent:RobEsche,AnthonyObernesser,LuannHorton-Murad,MichaelPotrzeba,CeceliePikusandKevinMartinExcused:PatDonovanAuthorityBusiness:Meetingcomestoorderat4:04pm.Jimmakesamotiontoapprove7/12/17minutes.Haroldseconds,allinfavor.AnthonyprovidestheAuthoritywithaconstructionupdate.TheywillbeoutoftheinsideofthebuildingonAugust15.BuildingtheshelloverUC’slockerroombeginstomorrow.Jimmakesamotiontogointoexecutivesessionat4:19pm.Paulseconds,allinfavor.Jimmakesamotiontocomeoutofexecutivesessionat4:29pm.Paulseconds,allinfavor.JimmakesamotiontohirePomeroyforanappraisalofTartanTextile.Carlseconds,allinfavor.Paulmakesamotiontoapprovethechangeorderforthesprinklersystemat$152,471.91.Vinseconds,allinfavor.Jimmakesamotiontogointoexecutivesessionat4:34pm.Haroldseconds,allinfavor.Jimmakesamotiontocomeoutofexecutivesessionat5:13pm.Haroldseconds,allinfavor.

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JimmakesamotiontoputoutanRFPfornamingrights.Paulseconds,allinfavor.VinmakesamotiontoputoutanRFPfortheelectronicboards.Haroldseconds,allinfavor.TheAuthoritydiscussestheproposedplazaandaddinggreenspacetothesquarefootage.Meetingcomestoacloseat5:25pm.

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MINUTES OF THE MEETING OF THE UPPER M OHAWK VALLEY MEMORIAL AUDITORIUM AUTHORITY HELD ON AUGUST 31, 2017 AT 5:00 PM.

Members Present: Carl Annese, Harold Stalker, Paul Romano and Vin Karl Also Present: Rob Esche, Anthony Obernesser, Luann Horton-Murad, Cecelie Pikus and Kevin Martin Excused: Joanne Gerace and Jim Brock Authority Business: Meeting comes to order at 5:03 pm. Kevin passes out the RFP for Naming Rights that will go in the paper. He also discussed contacting people who have expressed interest in Naming Rights, giving them until September 15 at 4pm @ The AUD. The Authority discusses having a meeting after the bids are due to review. Kevin discusses the changes in CAP fees for the suiteholders and regular ticket holders. The Authority also discusses the signage for the Naming Rights partner. Paul makes a motion to accept the amendments to the professional service agreement. Vin seconds, all in favor. Paul makes a motion to approve the addendum with the change of extending the termination length of the management agreement from a year to 18 months in Article 4. Harold seconds, all in favor. Harold makes a motion to approve the RFP with the following amendments: making sure the RFP limits the signage to the current facility; moving the contents of exhibit D to the body of the RFP; paragraph 3.2 amending the authority’s cap on signage to $50,000; removing the parenthetical material in paragraph 3.4; section 7 changes the contact info. Vin seconds, all in favor. Paul makes a motion to approve the RFP for the interior banner boards and marquee. Vin seconds, all in favor.

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Rob discusses the project over Utica College’s locker room with the Authority. Kevin Martin says he can add a one page amendment to the agreement between the Authority and Utica College to make the changes discussed between the partnership. Meeting comes to a close at 6:28 pm.

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MINUTES OF THE MEETING OF THE UPPER M OHAWK VALLEY MEMORIAL AUDITORIUM AUTHORITY HELD ON SEPTEMBER 13, 2017 AT 4:00 PM.

Members Present: Carl Annese, Jim Brock, Harold Stalker, Paul Romano, Vin Karl and Joanne Gerace Also Present: Rob Esche, Anthony Obernesser, Luann Horton-Murad, Michael Potrzeba, Cecelie Pikus, Kevin Martin, Peter Rayhill and Mark Mojave Excused: Authority Business: Meeting comes to order at 4:01 pm. The Authority welcomes Mark Mojave to the AUD Authority board, pending the official letter. Jim makes the motion to approve the minutes from 8/9. Joanne seconds, all in favor. Harold makes a motion to approve the minutes from 8/31. Paul seconds, all in favor. Mike passes around the outstanding financial vouchers. Anthony provides the Authority with a construction update. Kevin Martin discusses the RFP for naming rights, and that he received one inquiry from Adirondack Bank. Carl discusses the recent ads regarding no hospital downtown, and how it does not show The AUD in the best light, with the red sirens. Kevin Martin discusses the construction; in relation to the relationship between Utica College and the AUD Authority, and that he is working on a draft of a revised agreement. He also discusses the amendments to the professional service agreement between the Authority and Mohawk Valley Garden.

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Jim makes a motion to enter into a modification to the lease agreement with MVG to extend the time for them to find a replacement AHL franchise from 1 year to 18 months. Joanne seconds, all in favor. The Authority discusses filling the treasurer role on the Authority since Pat Donovan resigned August 30th, 2017. Peter Rayhill discusses two lease agreement options between The AUD and the County to ensure that the County is paid back for the 5.5 million for the West End Expansion Project. The Authority and MVG discuss the potential issues with the lease agreement and when the money will be secured from the State. Jim makes a motion to table the notion until this Friday. Paul seconds, all in favor. Jim makes a motion to go into executive session at 5:40 pm. Paul seconds, all in favor. Jim makes a motion to come out of executive session at 5:56 pm. Paul seconds, all in favor. Meeting comes to a close at 5:56 pm.

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MINUTES OF THE MEETING OF THE UPPER M OHAWK VALLEY MEMORIAL AUDITORIUM AUTHORITY HELD ON OCTOBER 11, 2017 AT 4:00 PM.

Members Present: Carl Annese, Jim Brock, Harold Stalker, Vin Karl, Paul Romano Also Present: Rob Esche, Anthony Obernesser, Luann Horton-Murad, Michael Potrzeba, Cecelie Pikus, Kevin Martin, Peter Rayhill and Rick Redmond Excused: Mark Mojave Absent: Joanne Gerace Authority Business: Meeting comes to order at 4:04 pm. Jim makes a motion to approve the minutes from 2/7/17. Harold seconds, all in favor. Jim makes a motion to approve the minutes from 3/26/17. Harold seconds, all in favor. Harold makes a motion to approve the minutes from 5/3/17. Jim seconds, all in favor. Jim makes a motion to approve the minutes from 9/13/17. Harold seconds, all in favor. Mike presents the numbers to the Authority, including their CAP fund figures, bank balances, budget vs. actual. Harold makes a motion to approve the budget transfer of $5,000 from expense category 2000: Authority Designated to expense category 2270: Water. Jim seconds, all in favor. Mike also passes out vouchers to be signed. Vin makes a motion to nominate Mark Mojave as Treasurer of the AUD Authority. Harold seconds, all in favor. Vin makes a motion to allow him to be an approved signer, as treasurer. Harold seconds, all in favor.

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The NYS DOT has offered to pay the Authority $2,925 for 15 feet on the corner of Charles Street and Oriskany St W. Jim makes a motion to accept the NYS DOT price. Harold seconds, all in favor. Mike discusses switching over the Authority’s bank to Adirondack Bank. Mike explains that the loan will have to stay with M&T, but that the other three accounts can switch from Bank of Utica to Adirondack Bank. Jim makes a motion to approve going forward to change the Authority’s bank to Adirondack Bank. Vin seconds, all in favor. Jim makes a motion to have all 7 Authority members as signers on the new account. Harold seconds, all in favor. Kevin discusses different elements from the Public Authority Law. Kevin Martin passes around the Acknowledgement of Fiduciary Duties and Responsibilities. Kevin also distributes the Conflicts of Internal Disclosure form for the Authority to review. Jim makes a motion to approve the Conflicts of Internal Disclosure form. Vin seconds, all in favor. Kevin also distributes an evaluation of board performance form, to be anonymously submitted in the coming weeks. Kevin distributes the authority budget office policy guidelines to all Authority members. Next month, all Authority members will have to sign it. Anthony provides the Authority with a construction update. He says that the plaza is on schedule. He explains that, in order to be ADA-compliant, one of the ticket booths needs to be lowered. Anthony also states that the suites will be ready in time for opening night. Rob provides the Authority with an update on the LED Sign for Adirondack Bank Center. The planned timeline for installation of a fully controllable LED sign is 6 – 8 weeks that will work with the existing LumenPulse outdoor lighting. Carl discusses what to do with the remaining limestone and marble that was salvaged from the West End Expansion Project. Due to the size and weight of it, it is not easily moved. The Authority agrees to let Anthony discuss with the contractors to dispose of the limestone and marble as long as it doesn’t cost the Authority any additional funds

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Jim makes a motion to go into executive session at 6:12 pm. Paul seconds, all in favor. Jim makes a motion to come out of executive session at 6:25 pm. Paul seconds, all in favor. Meeting comes to a close at 6:26 pm.

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MINUTES OF THE MEETING OF THE UPPER M OHAWK VALLEY MEMORIAL AUDITORIUM AUTHORITY HELD ON NOVEMBER 7, 2017 AT 4:00 PM.

Members Present: Carl Annese, Jim Brock, Harold Stalker, Vin Karl, Joanne Gerace, Mark Mojave

Also Present: Rob Esche, Luann Horton-Murad, Michael Potrzeba, Cecelie Pikus, Kevin Martin and Pat Donovan

Meeting comes to order at 4:00 pm. Kevin Martin distributed the assignment agreement and resolution between the Authority and Oneida County for the 10.55 million dollars for the West End Expansion project. Jim makes a motion to approve the resolution. Mark seconds, all in favor. Jim makes a motion to approve the minutes from 10/11. Harold seconds, all in favor. Mike Potrzeba passes out the following vouchers: EJA Services - $1,430.00 Alesia & Crewell - $9,110.00 Joseph Flihan – $2,100.00 Weydman Electric – $241,938.21 HJ Brandeles – $41,355.02 Schmalz – $46,970.85 Davis Ulmer - $25,727.44 National Building – $760,679.25 Eversan Inc – $141,746.85 Tarat Studio – $6,250.00 Jasper Group - $10,445.95 Jasper Group - $30,293.47 Jasper Group - $307.68 Atlantic Testing Laboratories - $4,576 Utica Comets LLC - $3,781.90 Carl discusses putting an RFP out for accounting. The Authority would like to stay with the same people, just get higher up on their priority list.

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Rob discusses the plans for the restaurant, and the goal of opening prior to the All-Star game. He also discusses the proposed annual rent that the MVG would pay Authority. The Authority discusses the budget, risk, and how to plan to use the annual income from the business. Jim makes a motion to go into executive session at 5:07 pm. Harold seconds, all in favor. Jim makes a motion to come out of executive session at 5:53 pm. Harold seconds, all in favor. A motion was made by Vin to accept the proposal presented by ORB, based upon receiving a letter of opinion from Counsel that an RFP is not needed or allowed, with the added stipulation that a 5% commission on all food and beverage sales at this new free-standing restaurant is paid to the Authority. The motion further authorizes Counsel to enter into contract negotiations with ORB to present to the Authority. There was no second to this motion. A motion was made by Jim, seconded by Joanne to accept the proposal presented by ORB, based upon receiving a letter of opinion from Counsel that an RFP is not needed or allowed. The motion further authorizes Counsel to enter into contract negotiations with ORB to present to the Authority. The vote was: Five in favor; one opposed (Vin). The issue of the debt ceiling was tabled for consideration sometime in the future. Re Tartan: Counsel advises that we have agreed in principle to purchase the property, but clean to our specific requirements. He had been authorized by the Authority to negotiate up to $1.22 million. With our compaction and monitoring requirements, along with having the foundations removed, the negotiations are now up to $1.295 million. He has been advised by our construction engineer that this $75K price increase is reasonable. Kevin will let us know when a new authorization is required by the Authority. New Business

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Jim pointed out that guests of the suites have left the building to smoke and been allowed to return. After working hard for all of last year to enforce this new policy, we cannot create the impression that this rule doesn’t apply to some customers. Mike said they had already had some discussion on it and there would be an usher there to enforce this policy for all future events. Carl discusses the issue of handicap parking in the existing parking lot due to the complaints Luann brought up from opening weekend. Carl spoke to Tom Romanowski to confirm we are in compliance with the number of handicap spots in our parking lot There be no further business, a motion was made by Mark @ 6:23 to adjourn. Seconded by Joanne.

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MINUTES OF THE MEETING OF THE UPPER M OHAWK VALLEY MEMORIAL AUDITORIUM AUTHORITY HELD ON DECEMBER 13, 2017 AT 4:00 PM.

Authority Members Present: Carl Annese, Harold Stalker, Joanne Gerace, Mark Mojave, Paul Romano, Vin Karl, Jim Brock Others Present: Rob Esche, Luann Horton-Murad, Michael Potrzeba, Cecelie Pikus, Kevin Martin & Pat Donovan

Meeting comes to order at 4:06 pm. Jim makes a motion to approve the minutes from November. Harold seconds, all in favor. Mike passes out a draft of the financial budget for the next five years. Rob reviews the draft with the Authority. The Authority discusses overseeing the construction of the new restaurant. Rob also discusses upcoming needs, such as ramps and elements for the new office. The Authority also discusses the new Adirondack Bank Center sign and why it was face bolted to the front of the façade. Kevin Martin presents the Tartan agreement in principle for purchase of the property. Vin makes a motion to authorize Carl to sign the purchase agreement for the Tartan property. Harold seconds, all in favor. Jim discusses the issue of people smoking in the suite bathrooms and not having smoke detectors in the suite bathrooms. Carl discusses purchasing the Court parking lot land from the City once Tartan is secured. Jim makes a motion to approve the 2016 PARIS Filings as presented. Joanne seconds, all in favor. Jim makes a motion to adjourn the meting @ 6:05PM, Seconded by Joanne

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Authority’sMissionStatementandPerformanceMeasurements

NameofPublicAuthority:

UpperMohawkValleyMemorialAuditoriumAuthority

PublicAuthority’sMissionStatement: “Toprovideanenvironmentforentertainment,sports,communityeventsandrecreationinordertocreateapositiveeconomicimpactandimprovedqualityoflifeforthecitizensoftheMohawkValley”

ListofPerformanceGoals: 1.)Toimprovethequalityofeacheventbymaintaining,improvingandupgradingtheauditoriumfacilities. 2.)ToprovidecommunityeventsthatwillattractresidentsoftheMohawkValley,RegionandStatetoattendandparticipate. 3.)Toprovideasafe,friendlyandcomfortableatmosphereforeachevent. 4.)Continuetoimprovethenumberandqualityofeventsbeingheldattheauditorium.5.)Increasetheoverallutilizationoftheauditorium. 6.)Tocontinuemanagingtheauditoriumwithanoperatingsurplus.

PerformanceMeasures: 1.)Theauthorityhascommenced,andcompleted,constructionofa27,000sq.ft.additiontothewestendofthebuilding.Thenewadditionincludesstorage,officespace,andluxuryboxesspreadacross3floors,withadditionalshellspaceforfuturedevelopment 2.)In2017,theauditoriumheld62eventswith163,093peopleinattendance.ThebuildingwasunderconstructionfromMay2017–October2017whichlimitedtheabilitytohosteventsduringthattimeperiod 3.)Theauthoritymembersmeetatleastonceamonthtodiscuss,review,analyzeandimplementthegoalsandobjectivesoftheauditorium. 4.)In2017theauditoriumheldvariousentertainment,sportsandcommunityeventsincludingthefollowing:

§ AllAmericanRejectsConcert § NewsboysConcert§ CNYWine&Chocolate§ HarlemGlobetrotters§ ILoveThe90sTour§ NCAADivision3HockeySemiFinals&Championship § Section3HighSchoolHockeyFinals § SkatingClubofUtica § UticaCollegeMen’s&Women’sHockey § UticaCometsAHLHockey § UticaJr.CometsYouthHockey § VariousHighSchool&CollegeGraduationCeremonies

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5.)Theauditorium’scurrentfinancialsituationissoundwithabudgetedoperatingsurplusprojectedoverthenext2years.

AuthorityAcknowledgements:

1.)Havetheauthoritymembersacknowledgedthattheyhavereadandunderstoodthemissionofthepublicauthority?

Yes

2.)Whohasthepowertoappointthemanagementofthepublicauthority?

MembersoftheAuthority

3.)IftheAuthorityappointsmanagement,doyouhaveapolicyyoufollowwhenappointingthemanagementofthepublicauthority?

No

4.)BrieflydescribetheroleoftheAuthorityandtheroleofmanagementintheimplementationofthemission.

TheAuthoritymeetsatleaseonceamonthtodiscuss,review,analyzeandimplementthegoalsandobjectivesoftheauditorium.TheAuthoritycontractswithmanagementservicestomeettheseobjectives.

5.)HastheAuthorityacknowledgedthattheyhavereadandunderstoodtheresponsestoeachofthesequestions?

Yes

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