BOARD OF DIRECTORS MEETING

Olympic Jumping Complex, Lake Placid, NY
September 20, 2024
1:00 p.m.

*************************************************************AGENDAI.

INTRODUCTION
a. Roll Callb. Approval of Minutes from June 26, 2024 Board MeetingII.

DISCUSSION
a. Executive Committee Reportb. President’s Report

III.

NEW BUSINESS
A. Resolutions• Resolution #541 - Resolution Committing Operating Funds andAuthorizing the President & CEO to Enter Into an Electricity Supply
Agreement for Gore Mountain• Resolution #542 - Resolution Committing Operating Funds andGranting Approval for the President & CEO to Enter Into
Agreements for Policies of Insurance• Resolution #543 – Resolution Committing Capital and Granting
Approval for the President & CEO to Enter Into an Agreement for
the Purchase of Snowmaking Equipment for Whiteface Mountain• Resolution #544 - Resolution Committing Capital and Granting
Approval for the President & CEO to Enter Into Agreements for
Replacement of Lift 10 at Gore Mountain• Resolution #545 - Resolution Committing Capital and Granting
Approval for the President & CEO to Enter Into Agreements for Mt
Van Hoevenberg Sliding Track and Refrigeration Plant
Improvements ProjectIV.

ADJOURN

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Board Meeting Minutes
June 26, 2024
Present:

Bill Beaney
Cliff Donaldson
Jenn Holdereid
Steve Hunt
Betty Little
Art Lussi
Diane Munro
Chris Pushkarsh
Joe Zalewski
Elinor Tatum

Also Present:

Ashley Walden, President & CEO
Edward Kowalewski, Jr., Assistant Counsel

Introduction:

Art Lussi called the meeting to order at 1:03 p.m. and welcomed
everyone in attendance.
Art Lussi explained that the meeting was being videotaped and alink to the recording would be made available at www.orda.org.
Art Lussi then asked for a roll call, and confirmed a quorum waspresent.

Minutes:

On a motion by Betty Little, seconded by Cliff Donaldson, theminutes of the Board of Directors meeting held on April 12, 2024,
were approved without changes.

New Business:

Resolutions:#536 Resolution Approving Policy Makers for 2024/2025
On a motion by Diane Munro, seconded by Elinor Tatum.
10 in favor, 0 opposed, 0 abstained, Resolution #536 adopted.
#537 Resolution Adopting Certain Policies and Procedures
Motion to adopt proposed Resolution by Betty Little and seconded
by Cliff Donaldson.

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On a motion by Betty Little, seconded by Cliff Donaldson, andcarried unanimously, pending resolution #537 was amended to
update the Paid Family Leave Policy to be appended to the
Resolution.
The Board then voted on the motion to adopt proposed resolution#537, as amended.
8 in favor, 1 opposed, 1 abstained, Resolution #537 adopted. Elinor
Tatum opposed the Resolution and Diane Munro abstained fromvoting.
#538 Resolution Approving Olympic Regional Development
Authority Annual Report
On a motion by Betty Little, seconded by Diane Munro.
10 in favor, 0 opposed, 0 abstained, Resolution #538 adopted.
#539 Resolution Approving Independent Auditor’s Report
On a motion by Cliff Donaldson, seconded by Elinor Tatum.
10 in favor, 0 opposed, 0 abstained, Resolution #539 adopted.
#540 Resolution Committing Capital and Granting Approval for the
President & CEO to Enter Into Agreements for the Purchase of
Snowgrooming Equipment
On a motion by Diane Munro, seconded by Cliff Donaldson.
10 in favor, 0 opposed, 0 abstained, Resolution #540 adopted.
Chair:Art Lussi announced that the meeting’s business had concluded.

Adjournment:

On a motion by Cliff Donaldson, seconded by Diane Munro, themeeting of the Olympic Regional Development Authority Board of
Directors was adjourned at 2:36 p.m.

Page 2 of 2

Resolution #541
RESOLUTION COMMITTING OPERATING FUNDS AND
AUTHORIZING THE PRESIDENT & CEO TO ENTER INTO AN
ELECTRICITY SUPPLY AGREEMENT FOR GORE MOUNTAIN
At a meeting of the Board of Directors of the Olympic Regional Development Authority(“Olympic Authority”) held on September 20, 2024, the Chair offered the following resolution:
WHEREAS, pursuant to and in accordance with Board Resolution #513 adopted by
the Board of Directors on September 22, 2023, the Olympic Authority currently has anagreement for the supply of electricity to Gore Mountain, which agreement is in effect until
December 31, 2024;
WHEREAS, due to a highly volatile futures market, the Olympic Authority hasretained the services of an independent energy consultant who will coordinate the bidding for
eligible suppliers for Gore Mountain; andWHEREAS, the terms of the electricity supply contract will be determined by the bestvalue to the Olympic Authority; andWHEREAS, the Olympic Authority’s energy consultant will advise the President &CEO of the point at which the market reflects the most advantageous price structure for the
Olympic Authority to negotiate a new electricity supply contract for Gore Mountain; andWHEREAS, once pricing is received, it could be available for less than twenty-four (24)hours such that the President & CEO must be ready and have the authority to act on its
availability by entering into a new contract at that time; andWHEREAS, the President & CEO has requested the authority to negotiate and execute
an electricity supply contract for Gore Mountain at the point at which the Olympic Authority
has been able to obtain the best value for Gore Mountain’s electricity needs without having to
wait until the next meeting of the Board to obtain approval to do so; andWHEREAS, the projected value of the electricity supply contract will be in excess of$250,000.00; andWHEREAS, pursuant to the Olympic Authority’s By-Laws, Art. VI § 2, which requiresthat the President & CEO obtain Board approval prior to entering into agreements the value of
which will be in excess of $250,000.00 or more over the life of the contract, the President &CEO has requested the authority to enter into the proposed electric supply contract at the point
at which the price structure provides the best value for the Olympic Authority based upon theadvice of the Olympic Authority’s energy consultant;
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby
authorizes the expenditure of funds and commits the capital for the electricity supply
contract for Gore Mountain, as is described more fully herein; andBE IT FURTHER RESOLVED that the Board of Directors hereby authorizes
the President & CEO to enter into the proposed energy supply contract under the circumstancesprovided for herein.
SO RESOLVED,
MOVED BY:
SECONDED BY:
and
ADOPTED BY the following vote:
In Favor:

Excused/Abstained:

Against:Renee Fitzgerald, Secretary to the Board, being duly sworn, deposes and says:
The above Resolution #541 was duly passed by the Board of Directors on September 20, 2024.
Signature: ___________________________________
Title: Secretary to the Board of Directors
Sworn to before me this _____ day of September, 2024.
___________________________________________
Notary Public, State of New YorkResolution #542
RESOLUTION COMMITTING OPERATING FUNDS AND GRANTINGAPPROVAL FOR THE PRESIDENT & CEO TO ENTER INTO AGREEMENTS
FOR POLICIES OF INSURANCE
At a meeting of the Board of Directors of the Olympic Regional Development Authority(“Olympic Authority”) held on September 20, 2024, the Chair offered the following resolution:
WHEREAS, pursuant to Public Authorities Law § 2611 (7), the Olympic Authority isauthorized to enter into contracts and execute all instruments necessary or convenient for the
conduct of authority business; andWHEREAS, pursuant to Public Authorities Law § 2611 (15) the Olympic Authority isauthorized to procure insurance against any loss or liability in connection with the use,management, maintenance, and operation of the Olympic Authority venues; andWHEREAS, pursuant to Article III, Section 2, of the Olympic Authority By-Laws, theExecutive Committee shall assume the responsibility for recommending to the Board an adequate
program of insurance; andWHEREAS, pursuant to Article III, Section A, Subsection 1, of the Executive Committee
Charter, it is the responsibility of the Executive Committee to review the scope and terms of the
Olympic Authority’s insurance policies and liability coverage on an annual basis, and based onsuch review recommend a program that includes policies of insurance for comprehensive generalliability, property, cyber liability, crime, auto, and such other programs of insurance as arenecessary to address the Olympic Authority’s legal and operational needs, and the Olympic
Authorities obligations under its agreements with other governmental and nongovernmental
entities; andWHEREAS, at a duly called meeting of the Executive Committee held on September 20,
2024, the Executive Committee recommended the approval of policies of insurance for Abuse
and Molestation, Auto, Commercial Property, Comprehensive General Liability, Crime,
Directors and Officers Liability, Drone, Equipment Breakdown, Fuel Storage Tanks, Health
Insurance for Olympic Authority employees and retirees, Kidnap and Ransome, Museum, NY
Fire Surcharge, Property/Inland Marine, Umbrella, and Workers Compensation; andWHEREAS, the Olympic Authority desires to enter into agreements for the above
insurance coverages; andWHEREAS, the anticipated cost of most premiums will fall below $250,000.00 andothers will exceed $250,000.00; andWHEREAS, the policies of insurance will be obtained through a competitive process
conducted by the Olympic Authority’s insurance representatives in multiple insurance markets
through a process that is designed to obtain the best insurance products for the Olympic
Authority’s interests at the most competitive prices available under the circumstances; andWHEREAS, based on the recommendation of the Executive Committee, the President &CEO has requested that the Board commit the requisite operating funds to enter into the policies
of insurance set forth above; andWHEREAS, pursuant to the Olympic Authority’s By-Laws, Art. VI § 2, which requiresthat the President & CEO obtain Board approval prior to entering into agreements the value of
which will be in excess of $250,000.00 over the life of the contract, the President & CEO hasrequested authority to enter into the proposed agreements;
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby
authorizes the expenditure of funds and commits the operating funds for the proposed policies of
insurance, as is described more fully herein; andBE IT FURTHER RESOLVED that the Board of Directors hereby authorizes the
President & CEO to enter into the required agreements under the circumstances described above.
SO RESOLVED,
MOVED BY:
SECONDED BY:
and
ADOPTED BY the following vote:
In Favor:

Excused/Abstained:

Against:Renee Fitzgerald, Secretary to the Board, being duly sworn, deposes and says:
The above Resolution #542 was duly passed by the Board of Directors on September 20, 2024.
Signature: ___________________________________
Title: Secretary to the Board of Directors
Sworn to before me this _____ day of September, 2024.
____________________________________________
Notary Public, State of New YorkResolution #543
RESOLUTION COMMITTING CAPITAL AND GRANTING APPROVAL FOR
THE PRESIDENT & CEO TO ENTER INTO AN AGREEMENT FOR
THE PURCHASE OF SNOWMAKING EQUIPMENT FOR WHITEFACE MOUNTAIN
At a meeting of the Board of Directors of the Olympic Regional Development Authority(“Olympic Authority”) held on September 20, 2024, the Chair offered the following resolution:
WHEREAS, the Olympic Authority desires to enter into a proposed Agreement that
calls for the purchase of new snowmaking equipment for Whiteface Mountain from Snow
Economics, Inc. d/b/a HKD Snowmakers (the “Agreement”); andWHEREAS, the Agreement includes the purchase of high efficiency snowguns withrelated equipment (the “Snowmaking Equipment”); andWHEREAS, the Olympic Authority has determined that HKD Snowmakers is the solesource provider of the Snowmaking Equipment and that entering into the Agreement on a noncompetitive basis is warranted and in the best interest of the Olympic Authority; andWHEREAS, the purchase of the Snowmaking Equipment is part of a continuing effort
to provide upgrades and improvements to Olympic Authority facilities, which include
increasing energy efficiency and snowmaking capacity at Whiteface Mountain; andWHEREAS, pursuant to the terms of the Agreement, the price of the Snowmaking
Equipment will be $617,972.96; andWHEREAS, the President & CEO has requested that the Olympic Authority commit therequisite capital for the purchase of the Snowmaking Equipment so as to enable entry into theAgreement; andWHEREAS, pursuant to the Olympic Authority’s By-Laws, Art. VI § 2, which requiresthat the President & CEO obtain Board approval prior to entering into agreements the value of
which will be in excess of $250,000.00 over the life of the contract, the President & CEO hasrequested authority to enter into the Agreement;
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby authorizes
the expenditure of funds and commits the capital for the Agreement as is described more fully
herein; andBE IT FURTHER RESOLVED that the Board of Directors hereby authorizes the
President & CEO to enter into the Agreement under the circumstances and upon the terms andamount provided for herein.
SO RESOLVED,
MOVED BY:
SECONDED BY:

andADOPTED BY the following vote:
In Favor:

Excused/Abstained:

Against:Renee Fitzgerald, Secretary to the Board, being duly sworn, deposes and says:
The above Resolution #543 was duly passed by the Board of Directors on September 20, 2024.
Signature___________________________________
Title: Secretary to the Board of Directors
Sworn to before me this _____ day of September, 2024.

____________________________________________
Notary Public, State of New YorkResolution #544
RESOLUTION COMMITTING CAPITAL AND GRANTING APPROVAL FOR
THE PRESIDENT & CEO TO ENTER INTO AGREEMENTS
FOR REPLACEMENT OF LIFT 10 AT GORE MOUNTAIN
At a meeting of the Board of Directors of the Olympic Regional Development Authority(“Olympic Authority”) held on September 20, 2024, the Chair offered the following resolution:
WHEREAS, as part of the Olympic Authority’s continuing effort to provide upgrades
and improvements to Olympic Authority facilities that are necessary to ensure the continued
success of the Olympic Authority operations, the Olympic Authority proposes to remove Lift
10 at Gore Mountain known as the Topridge Chair and replace it with a fixed grip quad chairlift(the “Project”); andWHEREAS, the Project will necessitate the Olympic Authority entering into contracts
for the materials, services, and work necessary to construct the Project; andWHEREAS, as a result, multiple contracts for design, construction management, and/or
construction will be required to complete the Project, with the possibility of one or more contracts
exceeding the amount of $250,000.00; andWHEREAS, all chosen proposals for Project materials, equipment, and services will
be solicited through Requests for Proposals via the New York State Contract Reporter andawarded by means of Best Value; andWHEREAS, all chosen proposals for Project construction work will be solicitedthrough design-bid-build Requests for Bids via the New York State Contract Reporter andawarded to the lowest responsible bidder; andWHEREAS, this procurement will be carried out in accordance with the State Finance
Law, Public Authorities Law, Economic Development Law, and the Olympic Authority’s
Procurement Guidelines, and notice of all contract awards will be posted in the New YorkState Contract Reporter as applicable and required by the Economic Development Law; andWHEREAS, the anticipated cost of the Project is approximately $8,000,000.00; andWHEREAS, the President & CEO has requested that the Board commit the requisite
capital for the Project; andWHEREAS, pursuant to the Olympic Authority’s By-Laws, Art. VI § 2, which requires that
the President & CEO obtain Board approval prior to entering into contracts, the value of which will
be in excess of $250,000.00 over the life of the contract, the President & CEO has requested authority
to enter into the proposed contracts to ensure timely completion of the Project;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
authorizes the President & CEO to invest the necessary capital for expenses related to theProject as is described more fully herein, including, but not limited to, the authority to enter
into contracts whether or not any contract amount exceeds $250,000.00; andBE IT FURTHER RESOLVED that the Board of Directors hereby authorizes the
President & CEO to enter into the proposed contracts under the circumstances and upon theterms and amounts provided for herein.

SO RESOLVED,
MOVED BY:
SECONDED BY:
and
ADOPTED BY the following vote:
In Favor:

Excused/Abstained:

Against:Renee Fitzgerald, Secretary to the Board, being duly sworn, deposes and says:
The above Resolution #544 was duly passed by the Board of Directors on September 20, 2024.
Signature: ___________________________________
Title: Secretary to the Board of Directors
Sworn to before me this _____ day of September, 2024.
____________________________________________
Notary Public, State of New YorkResolution #545
RESOLUTION COMMITTING CAPITAL AND GRANTING APPROVAL FOR THE
PRESIDENT & CEO TO ENTER INTO AGREEMENTS FOR MT VAN HOEVENBERGSLIDING TRACK AND REFRIGERATION PLANT IMPROVEMENTS PROJECT
At a meeting of the Board of Directors of the Olympic Regional Development Authority(“Olympic Authority”) held on September 20, 2024, the Chair offered the following resolution:
WHEREAS, as part of the Olympic Authority’s continuing efforts to provide upgrades
and improvements to the Olympic Authority facilities that are necessary to ensure thecontinued success of the Olympic Authority operations, the Olympic Authority proposes toconstruct the Mt Van Hoevenberg Sliding Track and Refrigeration Plant Improvements
Project, which includes, but is not limited to, replacement of the Refrigeration Plant &Distribution System, replacement of the “Start 3” Building, repairs to the Track curves,
upgrades to existing Track sunshade and roofing systems, installation of a people mover,addition of a new building to house Track operations and timing systems, and improvements
to the Track utility infrastructure (water and wastewater services), the “Start 1” building, andTrack accessibility for spectators and maintenance staff, including site improvements toprovide better spectator experiences at “the Heart” and “Curve 10” (the “Project); andWHEREAS, the Project will necessitate that the Olympic Authority enter into
contracts for the materials, services, and work necessary to construct the Project consisting of
the following:•••

Professional services contracts for the Project design, bidding, construction
administration, and construction management,
Contracts for long lead materials and equipment required for the construction phase,andConstruction contracts; andWHEREAS, as a result, multiple contracts for design, construction management, and/or
construction will be required to complete the Project, with the possibility of one or more contracts
exceeding the amount of $250,000.00, and others falling within the authority of the President & CEO
to sign without the necessity of Board approval; andWHEREAS, due to ongoing challenges including supply chain disruptions, labor shortages,
and strict Project completion deadlines, the President & CEO must be ready and have the authority
to act by entering into the contracts for the Project as soon as they are ready; andWHEREAS, all chosen proposals for Project materials, equipment, and services will
be solicited through Requests for Proposals via the New York State Contract Reporter andawarded by means of Best Value; andWHEREAS, all chosen proposals for Project construction work will be solicitedthrough design-bid-build Requests for Bids via the New York State Contract Reporter andawarded to the lowest responsible bidder; andWHEREAS, this procurement will be carried out in accordance with the State Finance
Law, Public Authorities Law, Economic Development Law, and the Olympic Authority’sProcurement Guidelines, and notice of all contract awards will be posted in the New YorkState Contract Reporter as applicable and required by the Economic Development Law; andWHEREAS, the anticipated cost of the Project is approximately $96,000,000.00; andWHEREAS, the President & CEO has requested that the Board commit the requisite capitalfor the Project; andWHEREAS, the requisite capital for the Project will be allocated pending availability of
New York State funding; andWHEREAS, the scheduling of the Project will be subject to Lake Placid being selected as apotential alternative location for the sliding sports of the Milano Cortina 2026 Olympic WinterGames; andWHEREAS, pursuant to the Olympic Authority’s By-Laws, Art. VI § 2, which requires that
the President & CEO obtain Board approval prior to entering into contracts, the value of which will
be in excess of $250,000.00 over the life of the contract, the President & CEO has requested authority
to enter into the proposed contracts to ensure timely completion of the Project;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
authorizes the President & CEO to invest the necessary capital for expenses related to theProject as is described more fully herein, including, but not limited to, the authority to enter
into contracts whether or not any contract amount exceeds $250,000.00; andBE IT FURTHER RESOLVED that the Board of Directors hereby authorizes the
President & CEO to enter into the proposed contracts under the circumstances and upon theterms and amounts provided for herein.
SO RESOLVED,
MOVED BY:
SECONDED BY:
and
ADOPTED BY the following vote:
In Favor:

Excused/Abstained:

Against:Renee Fitzgerald, Secretary to the Board, being duly sworn, deposes and says:
The above Resolution #545 was duly passed by the Board of Directors on September 20, 2024.

Signature___________________________________
Title: Secretary to the Board of Directors
Sworn to before me this _____ day of September, 2024.
____________________________________________
Notary Public, State of New York