WESTERN NEW YORK POWER PROCEEDS ALLOCATION BOARD
May 13, 2013 – 3:00P.M.
Power Vista Visitor’s Center -
Niagara Power Project
Lewiston, New York
Table of Contents
Subject Page No. Exhibit
Opening Remarks 2
1. Adoption of the Proposed Meeting Agenda 2
2. Adoption of March 4, 2013 Meeting Minutes 2
3. Fund Balance Update 2
4. Recommended Funding Application Changes 2
5. Recommended Pre-Screening Application 5 5-A
New York Economic Development Fund
7. Next Meeting and Adjournment 12
Minutes of the Meeting of the Western New York Power Proceeds Allocation Board held via video conference in Niagara, New York.
Board Members Present:
Anthony J. Colucci III (Chairman)
Deanna Alterio Brennen
Dennis W. Elsenbeck
Brenda Williams McDuffie
Henry F. Wojtaszek
NYPA Staff Present:
Karen Delince Corporate Secretary (via video in White Plains)
Vincent Esposito Assistant General Counsel (via video in Albany)
John Giumarra Account Executive, Business Marketing &Economic Development
Michael Huvane Vice President Marketing – Business & Municipal Marketing
Lou Paonessa Director of Community Affairs
James Pasquale Senior Vice President – Economic Development and Energy Efficiency
(via video in White Plains)
ESDC Staff Present:
Richard Ball Project Manager
Christina Orsi ESDC’s Western New York Regional Director
Chairman Colucci welcomed members of the Board, the staff of Empire State Development Corporation (“ESDC”), and the staff of the New York Power Authority (“NYPA”). He stated that this meeting of the Board had been duly noticed as required by the Open Meetings law.
1. Adoption of the Proposed Meeting Agenda
The agenda for the May 13, 2013 meeting was unanimously adopted.
2. Adoption of March 4, 2013 Meeting Minutes
Upon motion made by member Wojtaszek and seconded by member Brennen, the March 4, 2013 meeting minutes were unanimously adopted.
Conflicts of Interest
Before proceeding with the agenda, Chairman Colucci stated that some members had indicated the existence of conflicts of interest with certain of the companies being considered. These conflicts prevent them from participating in, and voting on, item #6 (Recommended Pre-Screening Application). Chairman Colucci noted for the record the following conflicts of interest: member Brennen -- Diversified Manufacturing; member Elsenbeck – Launch NY; member McDuffie -- McGuire AKA Compass East AKA 425 Michigan Avenue; and Chairman Colucci -- Market Arcade Theater, Graycliff Conservancy Inc., and McGuire.
3. Fund Balance Update
Mr. Michael Huvane submitted the following report:
The “Fund,” known as the “Western New York Economic Development Fund,” is created and administered by the New York Power Authority (“NYPA”). It is funded with the aggregate excess of revenues received by NYPA from the sale of Expansion and Replacement Power produced at NYPA’s Niagara Power Project that was sold in the wholesale energy market over what revenues would have been received had such Power been sold on a firm basis to an eligible Expansion or Replacement Power customer. Fund monies paid to a successful applicant are known as “Fund Benefits.”
Total Deposits to the Fund to Date:
Fund Balance at the time of the Previous WNYPPAB Meeting on March 4th, 2013:
Incremental Deposits to the Fund Since the Previous WNYPPAB Meeting on March 4th, 2013:
Administrative Expenses Withdrawn to Date:
Fund Benefits Disbursed to Date:
Fund Benefits Awarded to Date:
Funds Available to be Awarded Prior to Today’s Meeting:
Awards of Fund Benefits Proposed for May 13,2013:
Funds Available to be Awarded
(should the proposed awards be approved):
Unallocated and Unused Expansion and
Replacement Power as of May 13, 2013:
Anticipated Date of Next Deposit to the Fund:
In response to a question from Chairman Colucci, Mr. Huvane said that the expenses incurred in administering this program to date have been minimal.
4. Recommended Funding Application Changes
Ms. Christina Orsi submitted the following recommended changes to the Funding Applications:
· Cover page – add a spot for the applicant name.
· Page 2 – remove exhibit 6 and change numbers accordingly.
· Page 3 – Add the following instruction: All applicants please complete the financial disclosure forms which are contained in a separate document entitled “Financial Disclosure.” Please be sure to send the “Financial Disclosure” document as a separate document from the master application and any other attachments you may be providing. This is for the protection of the confidentiality of the applicant’s financial information.
· On the new “Financial Disclosure” document add the following instruction: All applicants must submit financial information (either 3-year historical or 5-year projections with a business plan if the applicant has less than 3 years audited historical financials).
· Page 3 – Add Agricultural Investment Track and the following Track Description: Increasing the Agricultural Profile of the Western New York Region. This can be achieved through projects which: increase local access to markets; create new products; increase production; reduce production costs; create and implement Regional marketing strategies; create connections between research and farming; create jobs and careers in Agriculture; and increase the value of a Regional Brand.
· Page 4 – Fix the “Assistance Requested” box – it does not show the entire number once saved.
· Page 4 – Add a Space for “Total Project Cost” above “Assistance Requested”
· Page 4 - Add “Agricultural Investment Track.”
· Page 4 – Move question 31 to page 4 in between “Contact Information” and “Project Location.”
· Page 6 – Triple the Character Limits.
· Page 6 – add a new section entitled: “General Project Readiness.” Under this section add the following questions:
1. Can the project proceed immediately following a signed incentive proposal allocating the requested award amount?
2. Is the funding for the remaining project cost secured?
· Page 7 – Double the Character Limits
· Page 8 – Double the Character Limits
· Page 9 – Double the Character Limits
· Page 11 – Double the Character Limits
· Page 13 – #36 – should ask for 51% not 50%
· Page 17 – Double Character Limits
· Page 18 – Double Character Limits
· Page 19 – Double Character Limits
· Page 20 – Double Character Limits
· Page 21 – Double Character Limits
· Page 22 – Double Character Limits
· Page 25 – Double Character Limits
· Page 26 – Double Character Limits
· Page 27 – Double Character Limits
· Page 28 – Make this an “Agricultural Track” and ask the following questions:
o Please explain how this project will result in increased access to Agricultural Markets. (1000 Characters)
o Please describe any new products this project will allow to come to the market. (1000 Characters)
o Please describe any new efficiency process this project will create. (1000 Characters)
o Please explain how this project will increase production. (1000 Characters)
o Please explain how this project will reduce cost. (1000 Characters)
o Please describe how this project creates a marketing strategy profiling local foods that will result in increased sales across the industry sector in the Region. (1000 Characters)
o Please explain how this project will connect local growers to research that will improve: growing techniques; processing; packaging and distribution; the creation of new products; and the creation of links to new markets. (1000 Characters)
o Please explain how this project will promote new careers in agriculture in WNY. (1000 Characters)
o Please explain how this project will create and/or promote a Regional brand in Agricultural markets.
· Page 36 (Exhibit 5) Change Text to: (All applicants must provide a Business Plan and a 5-Year Financial/Economic Impact Projection (a five-year Financial/Economic impact projection should show how an investment from this fund will specifically drive the growth and profitability of the applicant’s entity or the Region).
If the applicant is an entity with less than 3 years operating experience, please provide personal financial statements from a personal guarantor and a business plan that includes an explanation of: (1) the product being sold; (2) current and future size of the market; (3) the Applicant’s current market share or potential future market illustrating how an increased market share can be achieved; (4) 5-year financial projections and (5) List Management Team Members and provide bios and résumés.
· Page 37 (Exhibit 6) – Eliminate (redundant).
· Remove all confidential financial disclosures from the application and direct applicants to a separate attachment which must be submitted as a separate form.
· Change all numbering throughout document to make sense with new additions.
In response to a question from member Elsenbeck, Ms. Orsi said Staff did not set specific match requirements in order to allow for some flexibility in reviewing each application.
Member Elsenbeck requested that staff consider:
· requiring all application tracts to have some level of financial contribution and/or or match that is brought forth and owned by the applicant or that all application tracts should have some level of percentage support relative to the full cost of the project (e.g. proceeds benefit up to x% of total project cost).
· financial loan instruments such as bridge, no interest, low interest loans so that the benefits of proceeds may be paid back to assist the next applicant to “bridge” themselves to sustainability and extend the asset value of “cash” which, in traditional economic development, is in short supply.
Upon motion made by member McDuffie and seconded by member Brennen, the recommended changes to the Funding Application was adopted.
5. Recommended Pre-Screening Application
Ms. Christina Orsi presented the new Pre-screening Application. She said this is designed to permit staff to work with applicants early in the process, to help guide applicants on eligibility and criteria as well as assist staff in determining whether it would be more advantageous for an applicant in seek alternative economic development funding.
In response to a question, Ms. Orsi said that once the Pre-Screening Application is adopted, it would be placed on the website and the full application that is currently available would be removed.
Upon motion made by member McDuffie and seconded by member Brennen, the Pre-Screening Application was adopted. (Exhibit “5-A”)
6. Award of Fund Benefits from the Western New York Economic Development Fund
Ms. Christina Orsi submitted the following report and resolution for consideration and adoption:
The Western New York Power Proceeds Allocation Board (“Allocation Board” or “Board”) is requested to recommend to the Board of Trustees of the New York Power Authority (“NYPA” or “Authority”) that awards of Fund Benefits be made to the three applicants found in Exhibit “6-A,” Exhibit “6-B,” and Exhibit “6-C” in the amounts indicated in each Exhibit.
The Board is also requested to find and determine that: (1) the applications listed in Exhibit “6-D” will not receive a recommendation for an award of Fund Benefits based upon the application of the relevant program criteria to such applications; and (2) the applications listed in Exhibit “6-E” propose projects that are not “eligible projects” for Fund Benefits for the reasons described below.
For the Board’s information, Exhibit “6-F” identifies those applications for Fund Benefits that have been withdrawn or that are incomplete. No action by the Board is required on these applications.
1. Western New York Power Proceeds Allocation Act
On March 30, 2012, Governor Cuomo signed into law the Western New York Power Proceeds Allocation Act (the “Act”). The Act provides for the creation, by the Authority, of the Western New York Economic Development Fund (“Fund”). The Fund consists of the aggregate excess of revenues received by the Authority from the sale of Expansion Power (“EP”) and Replacement Power (“RP”) produced at NYPA’s Niagara Power Project that was sold in the wholesale energy market over what revenues would have been received had such energy been sold on a firm basis to an eligible EP or RP customer under the applicable tariff or contract.
Under the Act, an “eligible applicant” is a private business, including a not-for-profit corporation. “Eligible projects” is defined to mean “economic development projects by eligible applicants that are physically located within the state of New York within a thirty-mile radius of the Niagara power project located in Lewiston, New York that will support the growth of business in the state and thereby lead to the creation or maintenance of jobs and tax revenues for the state and local governments.” Eligible projects include, for example, capital investments in buildings, equipment, and associated infrastructure owned by an eligible applicant for Fund Benefits; transportation projects under state or federally approved plans; the acquisition of land needed for infrastructure; research and development where the results of such research and development will directly benefit New York state; support for tourism and marketing and advertising efforts for Western New York tourism and business; and energy-related projects.
Eligible projects do not include public interest advertising or advocacy; lobbying; the support or opposition of any candidate for public office; the support or opposition to any public issue; legal fees related to litigation of any kind; expenses related to administrative proceedings before state or local agencies; or retail businesses as defined by the Board, including without limitation, sports venues, gaming and gambling or entertainment-related establishments, residential properties, or places of overnight accommodation.
Fund Benefits are payable to successful Eligible Applicants for eligible projects in the form of grants. It is anticipated that Fund Benefits will be disbursed by NYPA as reimbursement for expenses incurred by the Eligible Applicant.
At least 15% percent of Fund Benefits must be dedicated to eligible projects that are “energy-related projects, programs and services,” which are “energy efficiency projects and services, clean energy technology projects and services, and high performance and sustainable building programs and services, and the construction, installation and/or operation of facilities or equipment done in connection with any such projects, programs or services.”
Allocations of Fund Benefits may only be made on the basis of moneys that have been deposited in the Fund. No award may encumber funds that have not been deposited in the Fund.
2. Western New York Power Proceeds Allocation Board
Under the Act, the Allocation Board is charged with soliciting applications for Fund Benefits, reviewing applications, making eligibility determinations, evaluating the merits of applications for Fund Benefits, and making recommendations to NYPA on Fund Benefit awards. The Allocation Board uses the criteria applicable to EP, RP and Preservation Power (“PP”) allocations, and for revitalization of industry, provided for in Public Authorities Law §1005. Additionally, the Board is authorized to consider the extent to which an award of Fund Benefits is consistent with the strategies and priorities of the Regional Economic Development Council having responsibility for the region in which an eligible project is proposed.
At its meeting on March 4, 2013, the Board, in accordance with the Act, adopted by-laws, operating procedures, guidelines related to the application, and a form of application. A copy of the relevant criteria (collectively, “Program Criteria”), adapted from this Board’s “Procedures for the Review of Applications for Fund Benefits,” is attached as Exhibit “6-G.”
The Board also defined “retail business” to mean “a business that is primarily used in making retail sales of goods or services to customers who personally visit such facilities to obtain goods or services.”
Finally, the Board designated the Western New York Regional Director, Empire State Development Corporation to act on its behalf for administrative matters and to provide staff services (“Staff”). Among other things, Staff was authorized to perform analyses of applications seeking Fund Benefits and to make recommendations to the Board on the applications.
3. Application Process
The Allocation Board established a series of application due dates coupled with a schedule of dates through the end of 2013 on which dates the Board expected to meet to consider applications. In addition, the application process was promoted through a media release and with assistance from state and local entities, including the Western New York and Finger Lakes Regional Economic Development Councils, the Empire State Development Corporation and other local and regional economic development organizations within the State. A webpage was created that is hosted on WWW.NYPA.GOV/WNYPPAB with application instructions, a link to the approved application form and other program details including a contact phone number and email address staffed by the Western New York Empire State Development regional office.
As of April 8, 2013, the first application due date, the Board received 18 applications collectively seeking over $27 million in Fund Benefits. Staff analyzed the applications and is now making recommendations to the Allocation Board on all applications, except those identified in Exhibit “6-F” which were withdrawn or determined to be incomplete. The recommendations are discussed in the next section.
DISCUSSION AND RECOMMENDATIONS TO THE BOARD
Staff has reviewed the applications received during the first solicitation round, and is making the following recommendations to the Board.
1. Recommendations for Awards of Fund Benefits
Based on a review of the applications and relevant Program Criteria, Staff recommends that the Allocation Board recommend to NYPA Trustees that the three applications listed in Exhibit “6-A,” Exhibit “6-B,” and Exhibit “6-C” each receive an award of Fund Benefits in the amount indicated. Collectively, these applicants have indicated that the proposed projects would create or retain 152 jobs in Western New York. The total amount to be expended on the projects proposed by these applications is expected to exceed $15 million.
2. Recommendations for No Award
Based on a review of the applications and an application of relevant Program Criteria, Staff recommends that the Allocation Board determine that no recommendation for an award of Fund Benefits will be made to the NYPA Trustees for the applications listed in Exhibit “6-D.”
3. Ineligible Projects
Economic Development Law (“EDL”) §189-a(5) defines “eligible projects” and further excludes certain categories of projects from such definition, including “retail businesses” as defined by the Allocation Board and “residential properties.” As noted above, the Board has defined “retail business” to mean “a business that is primarily used in making retail sales of goods or services to customers who personally visit such facilities to obtain goods or services.”
Based on a review of the applications and the Board’s definition of “retail business,” Staff recommends that the Board find and determine that each of the two applications listed in Exhibit “E” proposes a project that is not an eligible project. As described in Exhibit “6-E,” the application submitted by the Market Arcade Film & Arts Center, Inc. proposes a project that constitutes a retail business. The application submitted by the Niagara Falls Memorial Medical Center proposes a project that is both a retail business and a residential property.
4. Other Applications
For the Board’s information, Exhibit “6-F” lists those applications that have been withdrawn or which Staff has determined are incomplete. No action is required by the Allocation Board on these applications at this time.
Under the Act, a recommendation for Fund Benefits by the Allocation Board is a prerequisite to an award of Fund Benefits by NYPA. Upon a showing of good cause, NYPA has discretion to adopt the Allocation Board’s recommendation, or to award Fund Benefits in a different amount or on different terms than recommended by the Board. In addition, the Authority is authorized to include in any contract providing for the implementation of an award, (“Award Contract”) any terms and conditions that NYPA deems appropriate.
Given the preliminary stage of the three projects identified in Exhibit “6-A,” Exhibit “6-B,” and Exhibit “6-C,” Staff is not in a position to recommend any specific terms and conditions to the Board that might be included in the Board’s recommendation for award. It is anticipated that NYPA staff, in consultation with Staff, will negotiate final terms and conditions with successful applicants after the receipt of more detailed information concerning the projects.
Based on the foregoing discussion and information, Staff recommends that the Allocation Board:
(1) recommend to the NYPA Board of Trustees that each of the applicants listed in Exhibit“6-A,” Exhibit “6-B,” and Exhibit “6-C” receive an award of Fund Benefits in the amounts indicated;
(2) find and determine that none of the applications listed in Exhibit “6-D” will receive a recommendation for an award of Fund Benefits; and
(3) find and determine that the applications listed on Exhibit “6-E” each proposes a project that is not an eligible project.
For the reasons stated, Staff recommends the adoption of the above-requested action by adoption of a resolution in the form of the attached draft resolution.
R E S O L U T I O N
NOW THEREFORE BE IT RESOLVED, That the Western New York Power Proceeds Allocation Board (“Allocation Board” or “Board”) hereby recommends that the Power Authority of the State of New York (“NYPA”) grant an award of Fund Benefits to the applicants listed in Exhibit “6-A,” Exhibit “6-B,” and Exhibit “6-C” in the amounts indicated therein, for the reasons set forth in the foregoing report; and be it further
RESOLVED, That the Allocation Board hereby finds and determines that the applications listed in Exhibit “6-D” are not recommended for an award of Fund Benefits for the reasons set forth in the foregoing report; and be it further
RESOLVED, That the Allocation Board hereby finds and determines that the applications listed in Exhibit “6-E” propose projects that are not eligible projects for the reasons set forth in the foregoing report, and therefore are not eligible to receive Fund Benefits; and be it further
RESOLVED, That the Western New York Regional Director of the Empire State Development Corporation is authorized on behalf of the Allocation Board to transmit the Board’s decision to NYPA, and to do any and all things and take any and all actions to effectuate the Board’s decision and the foregoing resolution.
Ms. Christina Orsi said that the legislation was put in place on March 20, 2012. On March 4, the Board held its first meeting and adopted the application. There were 18 applications received from applicants within the 30-mile radius of the Niagara Power Project. Before moving forward with a vote on the recommendations, Ms. Orsi noted that the Authority and ESDC anticipated developing standard provisions that will be a part of award contracts between the Authority and the awardees. Depending on the nature of the projects and awards, such provisions are expected to include items to ensure that awardees are accountable for the resources received and meet specific milestones established for the project. To that end, it is expected that the Authority and ESDC will coordinate and negotiate appropriate terms and conditions with each awardee. Some standard provisions may include:
a. Awards of Fund Benefits
Launch NY – Business Plan Competition
Ms. Orsi presented the recommendation of Launch New York (“Launch”). She said that Launch is a non-profit organization with a mission of fostering economic development in Upstate New York through guidance, mentoring and investing in emerging companies to help entrepreneurs build successful organizations and create new jobs in Upstate NY. It is modeled after JumpStart, a nationally recognized model for accelerating the success of diverse entrepreneurs, their high-growth companies and the ecosystems supporting them. Since 2004, Cleveland-based JumpStart has provided pro-bono technical assistance to entrepreneurs, invested $17 million into 49 early-stage Ohio companies, resulting in 1,544 direct jobs created and retained by client companies, and more than $495 million in capital raised by portfolio and client companies. Launch is currently supported by Federal and foundation grants to provide the mentoring services to technology-based entrepreneurs, enhancing their success rate. They are in the process of hiring “entrepreneurs-in-residence” who will serve as key mentors/management for new start-ups in Upstate NY. New start-ups need two key functions to succeed: 1) Access to capital and 2) Management expertise. Unfortunately, Western New York (“WNY”) is severely lacking in both and it is demonstrated in the data. WNY has a negative net business start-ups (0.1% small business growth) and minimal venture capital in the region. According to MoneyTree, their $20M venture capital in all of Upstate NY, compared to $843M in New England. Launch serves to address both issues. Launch applied to the Allocation Board to hold the country’s most ambitious business plan in Buffalo/Niagara to quickly accelerate the region as a leading location to start and grow business, with prize awards totaling $5,000,000. Launch is leveraging another $1M in Business Plan competition sponsorships for the awards along with resources already secured by Launch to support the mentorship services that will be provided to the competition winners.
Ms. Orsi said that the competition will:
Under this program, most of the Funds allocated will go directly to support growth of early stage companies, potentially leading to thousands of new jobs. Launch will provide follow-on incubation and mentorship to the Business Plan winners, enhancing their success. Launch will take an equity position in companies receiving awards and commit any benefits returned from the initial investment to set up a seed fund dedicated to funding additional start-ups within the 30-mile radius of the Niagara Power Project. Launch is also planning specific prize categories for green/renewable energy projects and MWBE’s. Launch has a detailed timeline for implementing the competition with clear milestones that can be included in the final award agreement to ensure accountability. This project strongly aligns with the REDC Strategy and focus on growing the economy through enhanced start-ups and creating a better eco-system for entrepreneurs. Staff is recommending $5.4M funding for Launch NY to run this business plan competition which will be used by Launch to make sub-awards.
Upon motion made by member McDuffie and seconded by member Wojtaszek, the recommendation was adopted with four members voting in favor and member Elsenbeck abstaining.
Ms. Orsi presented the recommendation of Diversified Manufacturing. She said Diversified Manufacturing is a fabrication, machining and assembly shop that currently employs 145 people at two locations, one in Lockport and one in Amherst, with high paying salaries averaging $58,000. Maintaining the two facilities is inefficient and costly and not sustainable. For the future of the company, it must consolidate facilities. The company has sold the Amherst facility, where 46 of its 145 associates currently work, and as a result, it cannot accommodate the Amherst equipment and personnel into its current Lockport facility without expanding the facility (adding 45,000 sq. ft. to the current 120K sq. ft. building). The Lockport expansion comes at an extraordinary cost, due to almost $1 million in site work required at the property to enable the expansion. Although the company has secured significant bank financing, private investment and other public funding, it still has a gap to make this project go forward. This project aligns with the Board’s criteria as it supports job retention, capital investment and the REDC priority on growing manufacturing. Staff is recommending an award of $500,000 (or 10% of their TPC “Total Project Cost” of $4.9M) to help fund the infrastructure costs and retain all 145 jobs for a period of time to be finalized in the agreement.
Upon motion made by member Wojtaszek and seconded by member Elsenbeck, the recommendation was adopted with four members voting in favor and member Brennen abstaining.
Ms. Orsi presented the recommendation of Coolture. She said Coolture is the developer of cooling apparel designed to improve human performance during exercise or whenever heat becomes a health challenge. Since product demand has been growing, the company has been outsourcing manufacturing. However, it is now ready to begin manufacturing in order to significantly scale up production. The company is committed to retaining five jobs and creating 32 new jobs and investing $3.1M in ramping up production capability and growth. The company plans to lease space in the City of Buffalo. It is committed to the community and social enterprise (for example, they are working with the School for the Blind for fulfillment). This project aligns with the Board’s criteria as the project supports job retention and growth, capital investment and REDC’s priority on growing manufacturing, innovation and smart growth. Staff is recommending an award of $300,000 or 10% of TPC to help the company expand operations and begin manufacturing and retain/create 37 jobs and be held to them for a period of time to be specified in the final award agreement.
Upon motion made by member Elsenbeck and seconded by member Brennen, the recommendation was adopted unanimously.
b. No Award Recommendation
Upon motion made by member Brennen and seconded by member Elsenbeck, the resolution not recommending the applicants listed in Exhibit “6-D” (Content Savvy, Graycliff, NBT Solutions, Niagara Hospice, Roycroft, Twin Cities Community Outreach and Zoological Society) for an award of Fund Benefits was adopted with five members voting in favor of the resolution, with the exception of Chairman Colucci abstaining with respect to Graycliff.
c. Applicants Not Eligible
Upon motion made by member McDuffie and seconded by member Brennen, the resolution finding applicants listed in Exhibit “6-E” (Market Arcade and Niagara Falls Memorial) not eligible for an award of Fund Benefits was adopted with five members voting in favor of the resolution, with the exception of Chairman Colucci abstaining with respect to Market Arcade Theatre.
The members asked staff to report on ways to hold companies accountable to the terms of the contract.
7. Next Meeting and Adjournment
Chairman Colucci said the next meeting of the Board is scheduled for June 24, 2013. A motion to adjourn the meeting, made by member Wojtaszek and seconded by member Brennen, was entertained by the Chairman and unanimously adopted.