Approved: July 10, 2014
MASSACHUSETTS DEVELOPMENT FINANCE AGENCY
Meeting of the Board of Directors
Thursday, June 12, 2014
10:00 a.m.
M I N U T E S
DIRECTORS PRESENT: Gregory Bialecki, Secretary of Housing & Economic Development
Gerald Cohen, Vice Chair
David Abromowitz
Lori Hindle, Designee for Secretary of Administration & Finance
Jay Hurley
Dennis Kanin
Richard Kronish
Patricia McGovern
Jeffrey Porter
DIRECTORS ABSENT: Keon Holmes
April Lamoureux
Agency Staff: Marty Jones, President & CEO
Simon Gerlin, Chief Financial Officer
Patricia DeAngelis, General Counsel
Richard Henderson, EVP, Real Estate
Laura Canter, EVP, Finance Programs
George Ramirez, EVP, Devens Operations
Teresa Patten, Board Secretary
Victoria Stratton, Recording Secretary
Tom Alger
Patricia Cahill, Intern
Karen Carvalho
Steve Chilton
Joy Conway
Maggie Debbie
Meg Delorier
Anne Haynes
Lisa Kalinowski
Jim Kenney
Janelle Langen, Intern
Doreen Lindsay
R.J. McGrail
Michael Miller
Jim Moore
Ron Ostrowski
Ken Ott, Intern
Deb Rosser
Lee Smith
Ed Starzec
Mark Sternman
Tina Wong
Guests: Patrick Tomaino, SEIU
A meeting of the Board of Directors of Massachusetts Development Finance Agency (“MassDevelopment” or the “Agency”) was held Thursday, June 12, 2014, at 10:00a.m., at MassDevelopment’s offices, 99 High Street, Boston, Massachusetts, pursuant to notice duly given.
The Vice Chair welcomed everyone and, noting the presence of a quorum, he called the meeting to order at 10:02 a.m. He asked if there were any guests present, and Mr. Tomaino introduced himself.
Minutes
1. VOICE VOTE – Approval of Minutes (May 8, 2014)
The Vice Chair asked if there were any questions or comments on the Minutes in Tab1 and there were none. He asked for a vote to approve the Minutes of the Open Session of the May8, 2014 Board Meeting and, upon motion duly made and seconded, it was
VOICE VOTED: That the Board of Directors of MassDevelopment approves the Minutes of the Open Session of the May 8, 2014 Board Meeting.
2. VOICE VOTE – Approval of Executive Session Minutes (May 8, 2014)
This item was reserved for discussion, if necessary, in Executive Session.
President/CEO’s Report
MassDevelopment arranged two regional development academies this month – one at Northern Essex Community College in Haverhill; the other at Mount Wachusett Community College in Gardner – and Ms. Jones attended both, along with many other attendees. She also attended meetings at which housing was the focus, and she co-hosted a NAIOP forum. Ms. Jones also took an interesting tour of the Greentown Labs in Somerville, a clean energy company incubator.
Legislative Update. Ms. Jones advised that it is budget season on Beacon Hill, and she continues to meet with legislators to advocate for the Agency. She stated that the Economic Development Bill passed the House late last night; in it there is a provision for $12 million in funding for the Transformative Development Initiative, which will be administered through MassDevelopment. Ms. Jones stated she is hopeful of an extension of the I-cubed legislation. Unfortunately, the Agency will not receive any funding in the proposed FY15 Commonwealth budget, which has passed the House and is awaiting Senate approval, for its efforts with respect to military initiatives, as it has in recent years. Ms. Jones will continue to advocate for funding for MassDevelopment’s military initiatives in the Economic Development Bill. Finally, MassDevelopment received no allocation from the New Markets Tax Credits (“NMTC”) Fund this year. While disappointing, she stated that MassDevelopment still has a large portfolio for its NMTC program, and the Agency will reapply next year.
General Matters
3. VOTE – Approval of Merger of Audit and Administration Committees
Mr. Gerlin briefly explained this request to merge the Audit and Administration Committees, noting that the same four people serve on both committees and, further, that certain duties of the committees overlap. Mr. Gerlin advised that this has been agreed to by the members of the committees, and Ms. McGovern has agreed to serve as Chair of the merged committee. The Vice Chair asked for a vote and, upon motion duly made and seconded, it was unanimously
VOTED: That the Board of Directors of MassDevelopment approves the merger of the Audit and Administration Committees, as outlined in the vote dated June 12, 2014, attached and part of the minutes of this meeting.
4. VOICE VOTE – Agency FY2105 Budget
The discussion and vote on the Agency’s FY2015 Budget was held for later in the meeting.
5. VOTE – Approval to Amend Contract with Technology Partnership Group, Inc.
Ms. Canter explained this request to increase the contract amount with Technology Partnership Group by $50,000 in connection with a project to upgrade the Agency’s loan portfolio management and client relationship management softwares. She noted the complicated nature of the conversion and explained that due to unpredictable technical issues requiring significant time and personnel, there are a few more months to go before completion, which necessitates the additional funds requested. The Vice Chair asked for a vote and, upon motion duly made and seconded, it was unanimously
VOTED: That the Board of Directors of MassDevelopment approves amending the contract with Technology Partnership Group, Inc., as outlined in the memorandum and vote dated June 12, 2014, attached and part of the minutes of this meeting.
Strategic Planning
6. VOTE – MassDevelopment Annual Business Plan for FY2015
The discussion and vote on MassDevelopment’s Annual Business Plan for FY2015 was held for later in the meeting.
7. MassDevelopment Annual Business Plan (FY2014). For information purposes only, the Agency’s Annual Business Plan (FY2014) is attached and part of the minutes of this meeting.
8. MassDevelopment Strategic Themes, Strategies and Key Performance Indicators. For information purposes only, the Agency’s Strategic Themes, Strategies and Key Performance Indicators is attached and part of the minutes of this meeting.
Communications
9. Media Report (May 2014). For information purposes only, the Selected Press Clips, Media Report and Web Statistics for the previous month are attached and part of the minutes of this meeting. No discussion of these items took place.
Bond Transactions
10. Delegated Authority Report for Official Action Approvals. For information purposes only, the Delegated Authority Report regarding Official Action Approvals is attached and part of the minutes of this meeting. No discussion of the Report took place.
11. Bond Detail Memorandum. Mr. Chilton noted there are no changes from the June Board book materials.
The Vice Chair asked if there were any recusals on the upcoming bond votes, and there were several, as follows:
Mr. Abromowitz disclosed to the Board that the law firm of Goulston & Storrs, P.C. of which he is a director, either presently represents or previously represented, in either the matter before the Board or in other matters, parties involved in the proposed bond issuance for The Children’s Hospital Corporation (Tab 16). Therefore, he will recuse himself from any discussions, deliberation, and votes on this bond issuance and leave the room during the deliberation and votes on this matter.
Ms. McGovern disclosed to the Board that she serves on an Advisory Board at Boston Private Bank & Trust Company, which is the purchaser in the proposed bond issuance for ACDC Tremont Village LLC (Tabs 21 and 26). Therefore, she will recuse herself from any discussions, deliberation, and votes on this bond issuance and leave the room during the deliberation and votes on this matter.
Mr. Porter disclosed to the Board that the law firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz, Levin”), of which he is a member, either presently represents or previously represented, in either the matters before the Board or in other matters, parties involved in the proposed bond issuances for the Cerebral Palsy of Massachusetts, Inc. (Tab 14), The Children’s Hospital Corporation (Tab 16) and Salem Point II Limited Partnership (Tabs 20 and 25). In addition, Mr. Porter disclosed that a colleague from Mintz, Levin sits on the board of Eastern Bank, which is the purchaser in the proposed bond issuances for Cerebral Palsy of Massachusetts, Inc. and Salem Point II Limited Partnership. Therefore, he will recuse himself from any discussions, deliberation, and votes on these bond issuances and leave the room during the deliberation and votes on these matters.
The Chair then advised that the Board would vote on the approvals and findings for the matters in Tabs 12 – 26, to be considered following the opportunity for discussion, pursuant to Section 8 of Chapter 23G of the General Laws, as amended.
Bonds: Official Action Approvals
Official Action Projects without Volume Cap Request
12. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of Old Colony Y in several cities and towns in southeastern Massachusetts, for the issuance of 501(c)(3) Tax-Exempt Bonds to finance such project in an amount not to exceed $12,350,000.
13. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of Northeast Document Conservation Center in Tewksbury, Massachusetts, for the issuance of 501(c)(3) Tax-Exempt Bonds to finance such project in an amount not to exceed $5,000,000.
14. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of Cerebral Palsy of Massachusetts, Inc. of Stoughton, Massachusetts, for the issuance of 501(c)(3) Tax-Exempt Bonds to finance such project in an amount not to exceed $4,660,000.
[Secretary’s Note: Having previously recused himself from this matter, Mr. Porter had left the room and did not participate in any discussion, deliberation or vote on this matter. He returned to the meeting room after completion of the above vote.]
Official Action Projects with Volume Cap Request
15. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of Trinity Border Street Limited Partnership in Boston, Massachusetts, for the issuance of Tax-Exempt Bonds to finance such project in an amount not to exceed $7,781,000.
Bonds: Final Approvals
Final Approval Projects without Volume Cap Request
16. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of The Children’s Hospital Corporation in several Massachusetts locations, for the issuance of Tax-Exempt 501(c)(3) Bonds to finance such project in an amount not to exceed $178,000,000 (Revised Final Approval).
[Secretary’s Note: Having previously recused themselves from this matter, Messrs. Abromowitz and Porter had left the room and did not participate in any discussion, deliberation or vote on this matter. They returned to the meeting room after completion of the above vote.]
17. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of the Worcester Polytechnic Institute in Worcester, Massachusetts, for the issuance of Tax-Exempt 501(c)(3) Bonds to finance such project in an amount not to exceed $4,750,000 (Official Action and Final Approval (“OA/FA”)).
18. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of Lifeworks, Inc. in several Massachusetts cities and towns, for the issuance of Tax-Exempt 501(c)(3) Bonds to finance such project in an amount not to exceed $3,500,000 (“OA/FA”).
Final Approval Projects with Volume Cap Request
19. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of HRI Putnam Square II LLC in Cambridge, Massachusetts, for the issuance of Tax-Exempt Bonds in an amount not to exceed $13,300,000.
20. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of Salem Point II Limited Partnership in Salem, Massachusetts, for the issuance of Tax-Exempt Bonds in an amount not to exceed $9,800,000.
[Secretary’s Note: Having previously recused himself from this matter, Mr. Porter left the room and did not participate in any discussion, deliberation or vote on this matter. He returned to the meeting upon completion of the above vote.]
21. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of ACDC Tremont Village LLC in Boston, Massachusetts, for the issuance of Tax-Exempt Bonds in an amount not to exceed $4,300,000.
With respect to the above project, Mr. Kronish asked whether the affordable units will remain so in perpetuity, and he also wanted to know if the project is subject to prevailing wages. Mr. Chilton responded that prevailing wages will apply and he was told the units will remain as affordable units for fifty years. Mr. Kronish then questioned who owns the building and he wondered how or why it was taken over by the Department of Housing and Community Development (“DHCD”). Ms. Jones advised that this is not typical; the buildings in projects of this type are usually owned by the housing authority. She noted that this is not a new trend for DHCD to own properties.
[Secretary’s Note: Having previously recused herself from this matter, Ms. McGovern left the room and did not participate in any discussion, deliberation or vote on this matter. She returned to the meeting upon completion of the above vote.]
22. Upon motion duly made and seconded, it was
VOTED: That the Board of Directors of MassDevelopment approves and adopts the resolution attached and part of these minutes regarding:
a project of Berkshire Corporate Realty, LLC / Berkshire Sterile Manufacturing, Inc. in Lee, Massachusetts, for the issuance of Tax-Exempt IDB Bonds in an amount not to exceed $4,300,000 (OA/FA).