Meeting Minutes
FALMOUTH EDIC OPEN MEETING: November 14, 2023
Falmouth Town Hall, 59 Town Hall Square, Falmouth, MA 02540
Select Board Meeting Room
PRESENT
Kevin Holmes (T), Mark Lowenstein (CK), Robert Mascali, Samuel Patterson, Colin Reed and Adrian Merryman
ABSENT
Thomas Feronti (Interim Chair)
8:35 CALL TO ORDER
A quorum was established. The Clerk called the meeting to order.
8:35 PUBLIC COMMENT
None
8:36 APPROVAL OF BOARD MEETING MINUTES
MOTION: Reed made a motion to approve the September 12, 2023 Public Session Board Meeting Minutes. Patterson 2nd the motion. All others in favor. Motion approved.
MOTION: Patterson made a motion to approve and not release the September 12, 2023 Executive Session Board Meeting Minutes. Reed 2nd the motion. All others in favor. Motion approved.
8:38 FINANCE
Kevin Holmes
Holmes reported the financial reports remain consistent with the biggest asset being in Cash - $400K. There are very few liabilities. From a balance sheet perspective, the EDIC is in good shape.
Holmes reminded the Board that typically the EDIC has a deficit rate of $50K a year: which means a 4-5 year financial cushion.
As the CPC Falmouth Station masonry project has begun; this new invoicing will start to normalize the Actual vs. Budget reporting. The EDIC is on budget with where we planned to be.
MOTION: Holmes made a motion to ratify the approval the October 5th, 2023 warrant in the amount of $58,378.87. Lowenstein 2nd the motion. All in favor. Motion approved.
MOTION: Lowenstein made a motion to approve the November 9th, 2023 warrant in the amount of $22,089.69. Patterson 2nd the motion. All in favor. Motion approved.
Holmes requested that the EDIC fund half of the expense of a new laptop computer for the EDIC Executive Director, for EDIC use.
MOTION: Lowenstein made a motion to approve the expense to fund half (approx. $600) the expense for a new laptop computer for the EDIC ED. Patterson 2nd the motion. All in favor. Motion approved.
Holmes advised the EDIC 2022 Audit was recently finalized by Roselli & Clark. Holmes provided a brief overview. He introduced Don Piatt, from Roselli, Clark & Assoc. to summarize the audit findings for the EDIC Board.
Don Piatt, CPA/ Senior Manager, Roselli, Clark & Associates
Don began the review with the comparative statements. He advised that new governmental accounting rules/standards were incorporated in 2022. These rules changes applied to leases; most significant to the EDIC the leases held for the Falmouth Solar 1 & 2, and to a lesser degree to the Falmouth Station leases.
Recorded current total lease receivables value (asset) over 20 years – totaled approximately $4M. Lease obligations /liability is approximately 50% of the lease value. There was a $685K beginning balance adjustment which was calculated to account for lease asset and obligation. The lease asset value/obligation was the greatest change to the 2022 audit reporting.
Lingafelter inquired about the MassDOT lease and if there was any impact on the financial statements in terms of its long-term value to the EDIC. Piatt stated he would investigate.
Overall revenue increased in both Solar payments and Falmouth Station rents. All other revenue and expenses remained consistent with past P & L’s.
Holmes introduced Pamela Souza, with Andersen & Souza; the EDIC’s new and local CPA firm.
8:57 EXECUTIVE DIRECTOR’S REPORT
Wayne Lingafelter
Falmouth Station Update
Lingafelter reported that CPC masonry work began last week at the Falmouth Station.
Thompson Waterproofing is doing the work; they were the lowest bidder and were awarded the bid.
There is a weekly onsite meeting on Wednesdays; next one to be tomorrow.
The work is scheduled to be finished with the work by early December.
Contingencies in the bids/budget were included in the original Scope of Work. It is hoped there will be some funding left available for additional waterproofing work within the budget and expanded SOW.
Some of the masonry project billings may cross into the 2024 year.
The Station financials are running about $60K below the projected operating budget. This was due to effective Station expense management. Legal fees, landscaping, cleaning services and repairs & maintenance are less than budgeted.
Lingafelter advised he reengaged with MassDOT regarding the potential Workforce Housing Project. The MassDOT provided a written letter of support. The next step is to modify/amend the MassDOT/ EDIC lease to allow for housing on the Falmouth Station site.
Lingafelter requested the EDIC Board to approve contributions to the Falmouth Chamber of Commerce for their Holiday at the Sea event for $500 and the Housing Assistance Corporation (HAC) in the amount of $500 for their housing fundraiser.
MOTION: Holmes made a motion to approve the $500 donations to the Falmouth Chamber of Commerce and the Housing Assistance Corporation. Patterson 2nd the motion. All in favor. Motion approved.
Falmouth Technology Park – Lot 21
Lingafelter advised that the DPW engineers approved the easement reconfiguration for Lot 21. This lot is now more buildable and marketable.
Solary Array IGA and Sublease – DPW/Citizens Energy
Citizens Energy notified the EDIC that the Falmouth DPW had begun some land grading construction on the EDIC’s leased property. This was being done without notification to the EDIC or Citizens Energy. Lingafelter addressed the issue with the director of the Falmouth DPW. It was learned that they were reconstructing/repairing a small storage building that is partially on Town landfill property and partly on the Citizens subleased property. The DPW was apparently unaware of the lease lines. A resolution is being worked on with all parties involved to try to modify the lease agreement to accommodate the repair of this building.
MOTION: Lowenstein made a motion to approve the retention and expense for the EDIC Attorney to become involved in this lease matter for the EDIC with costs expected to be later reimbursed by the Town of Falmouth. Patterson 2nd the motion. All in favor. Motion approved.
Staff & Advisor Changes
Lingafelter reported that Atty. Geoffrey Nickerson, with local Falmouth firm Oppenheim & Nickerson LLP has been retained as the new EDIC General Counsel to replace Atty. Laura Moynihan who recently retired.
Atty. Nickerson advised his has a general practice in Falmouth and he has lived in Falmouth since 2010, prior to that he worked in Boston. He noted he has experience practicing several different types of law. He stated he is aware of the type of work the EDIC does and is experienced in local Falmouth Town codes and permitting, and believes his firm aligns well with the EDIC goals. He thanked the EDIC for the opportunity.
Lynne Broderick, EDIC Administrator submitted her resignation letter as of the end of the year. Lingenfelter thanked Broderick for her years of service. Transition activities are being discussed and enacted.
Website Update – Lynne Broderick
Broderick provided a brief overview of the EDIC website updating.
9:36 New Business, Agenda Items or Guest Speakers
Reed suggested some speakers that could provide their ideas for how the EDIC can be a team player in Town as well as ideas about what other economic development possibilities.
Mascali requested an update from Municipal Light Board project.
9:38 ADJOURNMENT and MOVE INTO EXECUTIVE SESSION
MOTION: Lowenstein made a motion to ADJOURN the Public Session meeting and move into Executive Session, not to return to the Public Session to discuss a legal and lease matters that would be detrimental to the EDIC litigation and negotiation position. Patterson 2nd the motion. Roll Call: Reed Aye, Holmes Aye, Patterson Aye, Lowenstein Aye, Merryman Aye and Mascali Aye. Motion approved.
NEXT MEETING – December 12th, 2023, 8:30am
*Times listed are intended merely for guidance.
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