Typeset from the PDF of the official document (read by OCR) — headings, motions and recorded votes are detected automatically, so spacing may differ from the original. The official copy governs.
PHONE: 315.435.3770 3 FAX: 315.435..3669 OCDC Finannce Committtee Meetingg 8 a.m. Office e of Econom mic Developmment Conference Room m une 12, 20144 Ju 8 am Call to Order A. Approval A of October O 10, 2013 meeting minutes Action Items
R Propoosed Financcing Structurre of 2014 P roject Committeee Action Reequested: A Resolution of the Commmittee recom mmending 0,000,000 for the YMCA of Greater SSyracuse, Incc. approval of up to $20
R & Approve Finan nce Committtee Charter The Comm mittee will re eview its Charter.
Committe ee Action Re equested: A resolution oof the Comm mittee appro oving the Charter.
Adjourn n
Finance Meeting Minutes October 10, 2013 A Finance Committee meeting of the Onondaga Civic Development Corporation was held on Thursday, October 10, 2013 at 333 West Washington Street, Syracuse, New York, 13202, in the large conference room on the first floor.
Matt McAnaney called the meeting to order at 8:28 am with the following:
PRESENT:
Matt McAnaney Thomas Cerio
ALSO PRESENT:
Mary Beth Primo, President/CEO Honora Spillane, Secretary Kristi Smiley, Treasurer Karen Doster, Office of Economic Development Linda McShane, Office of Economic Development Christopher Andreucci, Harris Beach Scott Koldin, OCDC Board Member Thomas Bezigian, OCDC Board Member
Upon a motion by Thomas Cerio, seconded by Matt McAnaney, the OCDC Finance Committee approved a resolution accepting the self-evaluations. Motion was carried unanimously.
Mary Beth Primo stated that the Annual Report summarizes all the work that has been done this year, who is on the Board, the meeting dates and it will be completed with the information from the evaluations.
Upon a motion by Matt McAnaney, seconded by Thomas Cerio, the OCDC Finance Committee approved a resolution appriving the Annual Report. Motion was carried unanimously. 1 APPROVAL OF REGULAR MEETING MINUTES – JUNE 13, 2012 Upon a motion by Thomas Cerio, seconded by Matt McAnaney, the OCDC Board approved the Finance Committee meeting minutes of June 13, 2013. Motion was carried unanimously. The meeting adjourned at 8:30 am.
__________________________________ Honora Spillane, Secretary 2
(YMCA of Greater Syracuse, Inc. Project) A regular meeting of the Onondaga Civic Development Corporation was convened on June 12, 2014.
The following resolution was duly offered and seconded, to wit:
CORPORATION (THE "ISSUER"): (i) TAKING OFFICIAL ACTION TOWARD THE ISSUANCE OF UP TO $20,000,000 PRINCIPAL AMOUNT
GREATER SYRACUSE, INC.; (ii) DETERMINING COMPLIANCE WITH
TO SUCH PROJECT; (iii) DESCRIBING THE FORMS OF FINANCIAL
TO SUCH PROJECT; (iv) AUTHORIZING A PUBLIC HEARING WITH
PROJECT; AND (v) AUTHORIZING THE ISSUANCE, EXECUTION, SALE
CORPORATION’S TAX-EXEMPT MULTI-MODAL REVENUE BONDS,
TO EXCEED $20,000,000 AND THE EXECUTION AND DELIVERY OF
WHEREAS, pursuant to the purposes and powers contained within Section 1411 of the
Not-for-Profit Corporation Law ("N-PCL") of the State of New York (the "State"), as amended (hereinafter collectively called the "Act"), Resolution No. 192 of 2009 adopted by the Onondaga County Legislature on October 6, 2009 and thereafter amended as Resolution No. 472 of 2011 adopted by the County Legislature on September 6, 2011 (the “County Resolutions”), and pursuant to its certificate of incorporation filed on August 10, 2009 and the Certificate of Amendment of the Certificate of Incorporation of the Onondaga Civic Development Corporation filed on October 5, 2009 (collectively, the "Certificate"), the ONONDAGA CIVIC DEVELOPMENT CORPORATION (the "Issuer") was established as a not-for-profit local development corporation of the State with the authority and power to own, lease and sell personal and real property for the purposes of, among other things, acquiring, constructing and equipping certain projects exclusively in furtherance of the charitable or public purposes of relieving and reducing unemployment, promoting and providing for additional and maximum employment, bettering and maintaining job opportunities, instructing or training individuals to improve or develop their capabilities for such jobs, by encouraging the development of, or retention of, an industry in the community or area, and lessening the burdens of government and acting in the public interest; and 1
WHEREAS, YMCA OF GREATER SYRACUSE, INC. (the "Company"), a New York
not-for-profit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), has submitted an application to the Issuer, copies of which were presented at this meeting and a copy of which is on file at the office of the Issuer, requesting the Issuer issue its revenue bonds in one or more series in the aggregate principal amount not to exceed $20,000,000 (the "Bonds") for the purpose of financing a certain project (the "Project") consisting of: (A)(i) the acquisition of approximately 11.75 acres of land located in the Town of Lysander, Onondaga County, New York with a mailing address of 8040 River Road, Baldwinsville, New York 13027 (the "Land"); (ii) the construction on the Land of an approximately 100,000 square foot facility which will include a child care center, an aquatics center, a field house and indoor track, an arts center and a healthy living center, and related surface improvements, including approximately 405 parking spaces and related site work, infrastructure and landscaping improvements (collectively, the "Improvements"); and (iii) the acquisition and installation in and around the Improvements of certain items of machinery, equipment and other tangible property (the "Equipment" and, together with the Land and the Improvements, the "Facility"); and (B) the paying of all or a portion of the costs incidental to the issuance of the Bonds, capitalized interest on the Bonds and any reserve funds as may be necessary to secure the Bonds; and
WHEREAS, the Issuer is contemplating providing financial assistance to the Company
with respect to the Project (the "Financial Assistance") in the form of (i) the issuance of the Bonds in an amount not to exceed the lesser of the Project Costs (as defined in the Indenture described below) or $20,000,000 and (ii) an exemption from all mortgage recording taxes with respect to any qualifying mortgage to secure the Bonds or the Company's obligations relating to the Bonds; and
WHEREAS, in accordance with Section 147(f) of the Code, the Issuer will conduct a
public hearing with respect to the issuance of the Bonds, following the publication in The Post- Standard of a notice of said public hearing; and
WHEREAS, the Bonds are being issued pursuant to an Indenture of Trust (the
"Indenture"), to be dated as of July 1, 2014, or such other date acceptable to the Chairperson or the President/CEO of the Issuer (each an "Authorized Officer"), by and between the Issuer and Manufacturers and Traders Trust Company, as trustee (the "Trustee"); and
WHEREAS, Manufacturers and Traders Trust Company, as the Initial Holder (as defined
in the Indenture), will purchase the Bonds pursuant to a Bond Purchase Agreement, dated as of July 1, 2014 or such other date acceptable to the Authorized Officer (the “Bond Purchase Agreement”), by and among the Issuer, the Company and the Initial Holder; and
WHEREAS, the Onondaga County Industrial Development Agency (the "Agency") has
issued its $8,000,000 Onondaga County Industrial Development Agency Variable Rate Civic Facility Revenue Bonds (YMCA of Greater Syracuse Project), Series 2003A (the "Series 2003A Bonds") each for the benefit of the Company; and
WHEREAS, in connection with the issuance of the Series 2003A Bonds, the Agency and
the Company entered into an Installment Sale Agreement, dated as of November 1, 2003, as amended by a Supplement to Installment Sale Agreement, dated as of December 1, 2009 (as 272389 2264338v3 2 amended, the "Installment Sale Agreement") pursuant to which the Company makes debt service payments on the Series 2003A Bonds; and
WHEREAS, as security for the Company’s obligations under the Installment Sale
Agreement, the Company and the Agency, as the case may be, (i) granted to Manufacturers and Traders Trust Company, as the holder of the Series 2003A Bonds (the "Series 2003A Bondholder") and The Huntington National Bank, as trustee for the Series 2003A Bonds (the “Series 2003A Bonds Trustee”), a mortgage lien on, and security interest in the Mortgaged Property (as such term is defined in the hereinafter defined 2009 Mortgage) pursuant to a Second Amended and Restated Mortgage and Security Agreement, dated as of December 1, 2009 (the "2009 Mortgage"), (ii) executed and delivered to the Series 2003A Bondholder and the Series 2003A Bonds Trustee a First Amended and Restated Assignment of Leases and Rents, dated as of December 1, 2009 (the "2009 Assignment of Leases and Rents"), and (iii) granted a security interest in and a lien upon the Project Facility (as such term is defined in the Installment Sale Agreement) and certain other assets of the Company to the Series 2003A Bondholder and the Series 2003A Bonds Trustee, pursuant to a General Security Agreement, dated as of December 1, 2009 (the "2009 General Security Agreement"); and
WHEREAS, the Issuer will loan the net proceeds derived from the issuance of the Bonds
to the Company pursuant to a certain Loan Agreement, to be dated as of July 1, 2014 or such other date acceptable to the Authorized Officer (the "Loan Agreement"), by and between the Issuer and the Company, with the payments made by the Company thereunder being sufficient to pay the principal of, premium, if any, and interest on the Bonds; and
WHEREAS, the Bonds will be disbursed in accordance with this Resolution, the
Indenture, the Loan Agreement and a Building Loan Agreement, dated as of July 1, 2014 or such other date acceptable to the Authorized Officer (the “Building Loan Contract”), by and among the Issuer, the Company, the Trustee and the Initial Holder; and
WHEREAS, the Company, to secure the Company’s obligations under the Loan
Agreement, will (i) grant the Issuer a mortgage lien and security interest in the Facility and certain other property in which the Company and/or the Issuer have an interest pursuant to one or more mortgages, each to be dated as of July 1, 2014 or such other date acceptable to the Authorized Officer (collectively, the “2014 Mortgage”; and, together with the 2009 Mortgage, the “Mortgage”) (ii) execute and deliver an Assignment of Leases and Rents, to be dated as of July 1, 2014 or such other date acceptable to the Authorized Officer, from the Company to the Issuer (the “2014 Assignment of Leases and Rents”; and, together with the 2009 Assignment of Leases and Rents, the “Assignment of Leases and Rents”) and (iii) the Company will execute and deliver to the Trustee a certain General Security Agreement, dated as of July 1, 2014 or such other date acceptable to the Authorized Officer (the "2014 General Security Agreement"; and, together with the 2009 General Security Agreement, the “General Security Agreement”); and
WHEREAS, the Issuer will assign to the Trustee its rights (other than the Unassigned
Rights (as defined in the Indenture)) (i) under the 2014 Mortgage pursuant to the Assignment of Mortgage, to be dated as of July 1, 2014 or such other date acceptable to the Authorized Officer (the “Assignment of Mortgage”), from the Issuer to the Trustee, (ii) under the 2014 Assignment of Leases and Rents pursuant to the Assignment of Assignment of Leases and Rents, to be dated as of July 1, 2014 or such other date acceptable to the Authorized Officer (the “Assignment of 3 Assignment of Leases and Rents”), from the Issuer to the Trustee and (iii) under the Loan Agreement pursuant to the Pledge and Assignment, to be dated as of July 1, 2014 or such other date acceptable to the Authorized Officer (the “Assignment”), from the Issuer to the Trustee with an Acknowledgment thereof by the Company; and
WHEREAS, in order to establish the rights and remedies of the Series 2003A Bonds
Trustee and the Trustee, each on behalf of the holders of the Series 2003A Bonds and the Bonds, respectively, the Issuer, the Agency, the Company, the Trustee and the Series 2003A Bonds Trustee will enter into a certain Intercreditor Agreement, dated as of July 1, 2014 or such other date acceptable to the Authorized Officer (the "Intercreditor Agreement"); and
WHEREAS, the Company reasonably expects that it will (1) pay or incur certain capital
expenditures in connection with the Project prior to the issuance of the Bonds, (2) use funds from sources other than proceeds of the Bonds which are or will be available on a short-term basis to pay for such capital expenditures, and (3) reimburse itself for the use of such funds with proceeds of the Bonds; and
WHEREAS, on May 20, 2013, the Town Board of the Town of Lysander, New York (the
"Town Board") issued a negative declaration (the "Negative Declaration") under Article 8 of the Environmental Conservation Law and Regulations adopted pursuant thereto by the Department of Environmental Conservation of the State (collectively, "SEQR") with respect to the Project, a copy of which is attached hereto as Exhibit A; and
WHEREAS, in accordance with Section 2824(8) of the Public Authorities Law of the
State of New York, the Finance Committee of the Issuer has reviewed information relating to the proposed issuance of the Bonds and recommends that the Issuer proceed with the issuance thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE BOARD OF
FOLLOWS:
Section 1. The Company has presented an application in a form acceptable to the Issuer. Based upon the representations made by the Company to the Issuer in the Company's application, the Issuer hereby finds and determines that:
(A) By virtue of the Act, the County Resolutions and the Certificate, the Issuer has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Act and to exercise all powers granted to it under the Act, the County Resolutions and the Certificate; and (B) The Issuer has the authority to take the actions contemplated herein under the Act, the County Resolutions and the Certificate; and (C) The action to be taken by the Issuer will induce the Company to undertake the Project, thereby increasing employment opportunities in Onondaga County, New York and reducing the burdens of government for Onondaga County and in furtherance of the purposes of the Issuer as set forth in the Act; and 4 (D) It is desirable and in the public interest for the Issuer to issue its Bonds to finance the costs of the Project, together with certain related costs and amounts, in an aggregate amount not to exceed $20,000,000; and (E) the Company is not undertaking the Project in place of, on behalf of, for the benefit of, or at the request of the Issuer; and (F) The Town Board has declared that the Project involves a "Type I Action" as said term is defined under SEQR. Based upon the Issuer's review of the Negative Declaration and other representations made by the Company to the Issuer in connection with the Project, the Issuer hereby ratifies the Town Board's findings that, so long as the Company makes the modifications to the Project as set forth in the Negative Declaration: (i) the Project will result in no major impacts and, therefore, is one which may not cause significant damage to the environment; (ii) the Project will not have a "significant effect on the environment" as such quoted terms are defined in SEQR; and (iii) no "environmental impact statement" as such quoted term is defined in SEQR, need be prepared for this action. This determination constitutes a negative declaration for purposes of SEQR.
Section 2. This resolution ratifies and confirms all prior actions undertaken by the Issuer with respect to the public hearing, including, without limitation, publication of the notice thereof, and shall authorize the Issuer to hold a public hearing as required by Section 147(f) of the Code.
Section 3. The proposed Financial Assistance being contemplated by the Issuer includes financing a portion of the costs of the Project by (i) the issuance of the Bonds in an amount not to exceed the lesser of the Project Costs or $20,000,000 and (ii) an exemption from all mortgage recording taxes with respect to any qualifying mortgage executed to secure the Bonds or the Company’s obligations relating to the Bonds.
Section 4. The granting of the Financial Assistance, as contemplated by Section 3 of this Resolution, shall be subject to:
(A) agreement by the Issuer, the Company and the Initial Holder on mutually acceptable terms for the Bonds and for the sale and delivery thereof and mutually acceptable terms and conditions for the security for the payment thereof; and (B) holding a public hearing as required by Section 147(f) of the Code; and (C) approval by the County Executive of Onondaga County, New York, of the issuance of the Bonds in accordance with the provisions of Section 147(f) of the Code. Section 5. In consequence of the foregoing, the Issuer hereby determines to: (A) Execute the Indenture as the Authorized Officer deems necessary under the circumstances, provided no such amendment or modification materially alters the risk to the Issuer; and 5 (B) Execute the Bond Purchase Agreement as the Authorized Officer deems necessary under the circumstances, provided no such amendment or modification materially alters the risk to the Issuer; and (C) Execute the Loan Agreement with such amendments or modifications as the Authorized Officer of the Issuer deems necessary under the circumstances, provided no such amendment or modification materially alters the risk to the Issuer and loan the net proceeds derived from the issuance of the Bonds to the Company pursuant to the terms thereto; and (D) Issue and deliver the Bonds to the Trustee on or before August 31, 2014, subject however to the approval of the final terms for the Bonds and the terms and conditions of the Indenture and the Bond Purchase Agreement consistent with this Resolution, and the prior written approval of all terms contained therein, and of the terms of the Bonds, by the Authorized Officer of the Issuer and by the Company and the Initial Holder; and (E) Accept the 2014 Mortgage and the 2014 Assignment of Leases and Rents from the Company; and (F) Assign certain of its rights (excluding Unassigned Rights) under the 2014 Mortgage pursuant to the Assignment of Mortgage; and (G) Assign certain of its rights (excluding Unassigned Rights) under the 2014 Assignment of Leases and Rents pursuant to the Assignment of Assignment of Leases and Rents; and (H) Assign certain of its rights (excluding Unassigned Rights) under the Loan Agreement pursuant to the Assignment; and (I) Execute the Building Loan Contract as the Authorized Officer deems necessary under the circumstances, provided no such amendment or modification materially alters the risk to the Issuer; and (J) Execute the Intercreditor Agreement as the Authorized Officer deems necessary under the circumstances, provided no such amendment or modification materially alters the risk to the Issuer; and (K) Use the proceeds of the Bonds to finance a portion of the Project, including payment of a portion of the costs of the acquisition, construction and equipping of the Facility and to pay necessary incidental expenses in accordance with the Indenture, the Bond Purchase Agreement and the Loan Agreement; and (L) Execute a Tax Compliance Agreement, to be dated as of July 1, 2014 or such other date acceptable to the Authorized Officer (the “Tax Compliance Agreement”), between the Company and the Issuer and a completed Internal Revenue Service Form 8038 (Information Return for Private Activity Bonds) relating to the Bonds (the “Information Return”) and file the Information Return with the Internal Revenue Service in connection with the issuance of the Bonds; and 6 (M) Execute and deliver all other certificates and documents required in connection with issuance and sale of the Bonds including the documents identified on the draft Closing Memorandum and any other documents as may be required by the Trustee or the Initial Holder or otherwise required to accomplish the Project, qualify the interest on the Bonds for tax-exempt status under Section 103 of the Code (collectively, with the Bonds, the Indenture, the Bond Purchase Agreement, the Building Loan Contract, the Loan Agreement, the 2014 Mortgage, the Assignment of Mortgage, the 2014 Assignment of Leases and Rents, the Assignment of Assignment of Leases and Rents, the Intercreditor Agreement, the Tax Compliance Agreement and the Assignment, the “Financing Documents”).
Section 6. The Issuer is hereby authorized to undertake the Project, to finance the costs of acquisition, construction and equipping of the Facility, the funding of a debt service reserve fund, if any, capitalized interest, if any, and costs of issuance, by the issuance of the Bonds and to grant the other Financial Assistance and all acts previously taken by the Issuer with respect to the acquisition, construction and equipping of the Facility, the undertaking of the Project, the grant of Financial Assistance with respect to the Project and the issuance of the Bonds are hereby approved, ratified and confirmed.
Section 7. Subject to receipt of the approval of the County Executive of Onondaga County of the issuance of the Bonds pursuant to, and solely for the purposes of, Section 147 of the Code, the Issuer is hereby authorized to issue, execute, sell and deliver the Bonds to the Trustee in accordance with the provisions of the Indenture and the terms authorized in this Resolution. Each of the Authorized Officers of the Issuer is hereby authorized, on behalf of the Issuer, to execute (by manual or facsimile signature) and deliver the Financing Documents, on such terms and conditions as shall be consistent with this Resolution and approved by an Authorized Officer, the execution thereof by such Authorized Officer constituting conclusive evidence of such approval.
Section 8. Subject to receipt of the approval of the County Executive of Onondaga County of the issuance of the Bonds pursuant to, and solely for the purposes of, Section 147 of the Code and the other limitations contained herein, the Issuer, through an Authorized Officer, is hereby authorized to issue, execute, sell and deliver to the Trustee the Bonds in the aggregate principal amount of up to $20,000,000 in the form heretofore approved in Section 5 of this Resolution, pursuant to the Act and in accordance with the Indenture and the Bond Purchase Agreement; provided that:
(A) The Bonds authorized to be issued, executed, sold and delivered pursuant to this Section 8 (i) shall be issued, executed and delivered at such time as an Authorized Officer shall determine, (ii) shall be in such aggregate principal amount (not to exceed $20,000,000) as is hereinafter approved by an Authorized Officer, (iii) shall bear interest at such rates as are set forth in the Bonds and the Indenture or as are hereinafter approved by an Authorized Officer, and (iv) shall be subject to prepayment prior to maturity, and have such other provisions and be issued in such manner and on such conditions as are set forth in the Bonds and the Indenture, all of which provisions are specifically incorporated herein with the same force and effect as if fully set forth in this Resolution; and (B) The Bonds shall be issued solely for the purpose of providing funds to assist the Company to finance the Costs of the Project (as such term is defined in the Indenture), the 7 administrative, legal, financial, and other expenses of the Issuer in connection with such assistance and incidental to the issuance of the Bonds, as such costs are more specifically set forth in the Financing Documents; and (C) The Bonds and the interest thereon are not and shall never be a debt of the State of New York or Onondaga County, New York, and neither the State of New York nor Onondaga County, New York, shall be liable thereon; and (D) The Bonds, together with interest payable thereon, shall be special obligations of the Issuer payable solely from the revenues and receipts derived from the payments made by the Company pursuant to the Loan Agreement or from the enforcement of the security provided by the Financing Documents.
Section 9. Notwithstanding any other provision of this Resolution, the Issuer covenants that it will make no use of the proceeds of the Bonds or of any other funds which, if such use had been reasonably expected on the date of issue of the Bonds, would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code.
Section 10. The Authorized Officers of the Issuer are hereby authorized and directed for and in the name and on behalf of the Issuer to do all acts and things required or provided by the provisions of the Financing Documents, and to execute and deliver all such additional certificates, instruments and documents, including the Financing Documents and the Information Return, and to do all such further acts and things as may be necessary or in the opinion of the Authorized Officer acting on behalf of the Issuer, desirable and proper to effect the purposes of this Resolution and to cause compliance by the Issuer with all of the terms, covenants, and provisions of the Financing Documents binding upon the Issuer.
Section 11. It is hereby found and determined that all formal actions of the Issuer concerning and relating to the adoption of this Resolution were adopted in an open meeting of the Issuer; and that all deliberations of the Issuer and of any of its committees that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.
Section 12. Due to the complex nature of this transaction, the Issuer hereby authorizes its Authorized Officers to approve, execute and deliver such further agreements, documents and certificates as the Issuer may be advised by counsel to the Issuer and/or Bond Counsel to be necessary or desirable to effectuate the foregoing, such approval to be conclusively evidenced by the execution of any such agreements, documents or certificates by the Authorized Officer acting on behalf of the Issuer.
Section 13. This Resolution shall constitute the adoption of "official intent" (within the meaning of the United States Treasury Regulations Section 1.150-2(d)) with respect to issuance of the Bonds and the original expenditures which are reasonably expected to be reimbursed from the proceeds of the Bonds.
8 Section 14. This Resolution shall take effect immediately.
Yea Nay Abstain Absent Matthew McAnaney James Farrell Cydney Johnson Scott Koldin Thomas Bezigian Leonard Manfretes The Resolutions were thereupon duly adopted.
9
COUNTY OF ONONDAGA ) ss.:
I, Honora Spillane, the undersigned Secretary of the Onondaga Civic Development Corporation DO HEREBY CERTIFY:
That I have compared the annexed extract of minutes of the meeting of the Onondaga Civic Development Corporation (the "Issuer"), including the resolution contained therein, held on June 12, 2014, with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Issuer and of such resolution set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FURTHER CERTIFY, that all directors of said Issuer had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FURTHER CERTIFY, that there was a quorum of the directors of the Issuer present throughout said meeting.
I FURTHER CERTIFY, that as of the date hereof, the attached resolution is in full force and effect and has not been amended, repealed or modified.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal (if any) of said Issuer this _____ day of June, 2014.
By: ___________________________________
Honora Spillane, Secretary [SEAL] 10 Attachment to Financing Application G. Principal Use of Project upon Completion:
The YMCA of Greater Syracuse will invest approximately $20 million to construct and equip a new 100,000 sq. ft. YMCA facility within the Timber Banks Development in the Town of Lysander, Onondaga COllnty. The new fac ility wi ll include a chi ld care center, an aquatic center, a field hOllse and indoor track, an arts center, and a healthy living center dedicated to suppol1ing cancer survivors and preventing chronic di seases.
This Finance Committee Charter was adopted by the Members of the Onondaga Civic Development Corporation, a public benefit corporation established under the laws of the State of New York, on this 11th day of February 2010.
Purpose Pursuant to Article IV, Section 1 of the Agency’s bylaws, the purpose of the finance committee shall be to (1) review proposals for the issuance of debt by the Agency; and (2) provide recommendations to the Agency regarding the issuance of debt.
Powers of the Finance Committee It shall be the responsibility of the Finance Committee to:
Review proposals for the issuance of debt for the Agency and make recommendations to the Agency regarding the issuance of such debt.
Seek any information it requires from the Agency and project applicants regarding the proposals for the issuance of debt Retain and consult with, at the Agency’s expense, such outside counsel, experts and other advisors as the Finance Committee may deem appropriate.
Composition of Committee and Selection of Members The Finance Committee is established as set forth in and pursuant to Article IV, Section 1 of the Agency’s bylaws. The Finance Committee shall be comprised of a minimum of three independent members. Members shall be elected by a plurality of the votes cast by the Trustees of the Trust at each annual meeting of the Board and shall serve until the next annual meeting.
Finance Committee members shall be prohibited from being an employee of the Agency or an immediate family member of an employee of the Agency. In addition, Finance Committee members shall not engage in any private business transactions with the Agency or receive compensation from any private entity that has material business relationships with the Agency, or be an immediate family member of an individual that engages in private business transactions with the Agency or receives compensation from an entity that has material business relationships with the Agency.
The members of the Finance Committee shall possess the necessary skills to understand the duties and functions of the Finance Committee. Including an understanding of the types of debt issued by the Agency.
Meetings The Finance Committee will meet a minimum of twice a year, with the expectation that additional meetings may be required to adequately fulfill all the obligations and duties outlined in the charter.
Members of the Finance Committee are expected to attend each committee meeting, in person or via videoconfernece. The Finance Committee may invite other individuals, such as members of management, financers or other technical experts to attend meetings and provide pertinent information, as necessary.
Meeting agendas will be prepared for every meeting and provided to the Finance Committee members along with briefing materials before the scheduled Finance Committee meeting. The Finance Committee will act only on the affirmative vote of a majority of the members at a meeting or by the consent of a majority of the members. Minutes of these meetings will be recorded.
Responsibilities The Finance Committee shall have responsibilities related to the issuance of debt by the Agency.
The Finance Committee shall:
Present annually to the Agency’s members a written report of how it has discharged its duties and met its responsibilities as outlined in the charter.
Obtain any information and training needed to enhance the Committee members’ understanding of the issuance of debt by the Agency Review the Committee’s charter annually, reassess its adequacy, and recommend any proposed changes to the Members of the Agency. The Finance Committee charter will be updated as applicable laws, regulations and standards change. Conduct an annual self‐evaluation of its performance, including its effectiveness and compliance with the charter and request member approval for proposed changes. 2