March 2021 – Annual — 03092021-Annual-Meeting-Board-Packet.pdf ============================================================== ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY 333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202 PHONE: 315.435.3770  FAX: 315.435.3669  ONGOVED.COM Annual Meeting Agenda March 9, 2021 8:05 AM Call to Order 1. Approval of Minutes – March 17, 2020 Annual Meeting of the OCIDA 2. Governance Committee Annual Report: Agency Action Requested: A Resolution by the Board accepting the Annual Report of the Governance Committee. Representative: Nancy Lowery, Secretary, OCIDA 3. Review and Approve 2020 Annual Report Agency Action Requested: A Resolution approving the 2020 Annual Report of the Corporation Representative: Nancy Lowery, Secretary, OCIDA 4. Accounts and Signature Authorization M&T Bank Agency Action Requested: A Resolution by the Board authorizing accounts and signature authority to Robert M. Petrovich, Nate Stevens, Patrick Hogan and Janice Herzog. Representative: Nate Stevens, Treasurer, OCIDA Adjourn ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY 333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202 PHONE: 315.435.3770  FAX: 315.435.3669  ONGOVED.COM Annual Meeting Agenda March 9, 2021 8:05 AM Call to Order 1. Approval of Minutes – March 17, 2020 Annual Meeting of the OCIDA 2. Governance Committee Annual Report: Agency Action Requested: A Resolution by the Board accepting the Annual Report of the Governance Committee. Representative: Nancy Lowery, Secretary, OCIDA 3. Review and Approve 2020 Annual Report Agency Action Requested: A Resolution approving the 2020 Annual Report of the Corporation Representative: Nancy Lowery, Secretary, OCIDA 4. Accounts and Signature Authorization M&T Bank Agency Action Requested: A Resolution by the Board authorizing accounts and signature authority to Robert M. Petrovich, Nate Stevens, Patrick Hogan and Janice Herzog. Representative: Nate Stevens, Treasurer, OCIDA Adjourn SUBJECT TO BOARD APPROVAL Onondaga County Industrial Development Agency Annual Meeting Minutes March 17, 2020 The annual meeting of the Onondaga County Industrial Development Agency was held on Tuesday, March 12, 2020 at the 333 West Washington Street, Syracuse, New York in the large conference room on the first floor. Chairperson Patrick Hogan called the meeting to order at 8:11 am with the following: PRESENT: Patrick Hogan Fanny Villarreal SUBJECT TO BOARD APPROVAL Onondaga County Industrial Development Agency Annual Meeting Minutes March 17, 2020 The annual meeting of the Onondaga County Industrial Development Agency was held on Tuesday, March 12, 2020 at the 333 West Washington Street, Syracuse, New York in the large conference room on the first floor. Chairperson Patrick Hogan called the meeting to order at 8:11 am with the following: PRESENT: Patrick Hogan Fanny Villarreal VIA TELECONFERENCE Janice Herzog Steve Morgan Susan Stanczyk Kevin Ryan ABSENT: Victor Ianno ALSO PRESENT: Robert Petrovich, Executive Director Nancy Lowery, Secretary Nate Stevens, Treasurer Karen Doster, Recording Secretary, Agency Mike Lisson, Grossman St Amour PLLC VIA TELECONFERENCE Janice Herzog Steve Morgan Susan Stanczyk Kevin Ryan ABSENT: Victor Ianno ALSO PRESENT: Robert Petrovich, Executive Director Nancy Lowery, Secretary Nate Stevens, Treasurer Karen Doster, Recording Secretary, Agency Mike Lisson, Grossman St Amour PLLC ALSO VIA TELECONFERENCE Jeff Davis Barclay Damon Law Firm Amanda Mirabito, Barclay Damon Law Firm Paul Reichel, Bond Schoeneck & King Brian Gerling, Bond Schoeneck & King Angela Orlandella, Barclay Damon Law Firm Melissa Clark, Abundant Solar Power (SK1) Chris Carrick, Abundant Solar Power (SK1) Angela Orlandella, Barclay Damon Law Firm Joe Ranalli, Tessy Plastics Corporation APPROVAL OF ANNUAL MEETING MINUTES – MARCH 12, 2019 Upon a motion by Fanny Villarreal, seconded by Steve Morgan, the OCIDA Board approved the minutes of the March 12, 2019 annual meeting. Motion was carried. 1 ALSO VIA TELECONFERENCE Jeff Davis Barclay Damon Law Firm Amanda Mirabito, Barclay Damon Law Firm Paul Reichel, Bond Schoeneck & King Brian Gerling, Bond Schoeneck & King Angela Orlandella, Barclay Damon Law Firm Melissa Clark, Abundant Solar Power (SK1) Chris Carrick, Abundant Solar Power (SK1) Angela Orlandella, Barclay Damon Law Firm Joe Ranalli, Tessy Plastics Corporation APPROVAL OF ANNUAL MEETING MINUTES – MARCH 12, 2019 Upon a motion by Fanny Villarreal, seconded by Steve Morgan, the OCIDA Board approved the minutes of the March 12, 2019 annual meeting. Motion was carried. 1 SLATE OF OFFICERS & CHAIRS Upon a motion by Fanny Villarreal, seconded by Susan Stanczyk, the OCIDA Board approved a resolution appointing Patrick Hogan as Chair, Janice Herzog as Vice Chair, Robert M. Petrovich as Executive Director, Nancy Lowery as Secretary, Nate Stevens as Treasurer, Karen Doster as Recording Secretary, Christopher Cox as Assistant Treasurer, Robert M. Petrovich as Freedom of Information Act Officer, Patrick Hogan as Freedom of Information Act Appeals Officer and Robert M. Petrovich as State Finance Law Contract (Procurement) Officer. Motion was carried. SLATE OF OFFICERS & CHAIRS Upon a motion by Fanny Villarreal, seconded by Susan Stanczyk, the OCIDA Board approved a resolution appointing Patrick Hogan as Chair, Janice Herzog as Vice Chair, Robert M. Petrovich as Executive Director, Nancy Lowery as Secretary, Nate Stevens as Treasurer, Karen Doster as Recording Secretary, Christopher Cox as Assistant Treasurer, Robert M. Petrovich as Freedom of Information Act Officer, Patrick Hogan as Freedom of Information Act Appeals Officer and Robert M. Petrovich as State Finance Law Contract (Procurement) Officer. Motion was carried. GOVERNANCE COMMITTEE ANNUAL REPORT Upon a motion by Fanny Villarreal, seconded by Susan Stanczyk, the OCIDA Board approved a resolution accepting the Governance Committee Report. Motion was carried. GOVERNANCE COMMITTEE ANNUAL REPORT Upon a motion by Fanny Villarreal, seconded by Susan Stanczyk, the OCIDA Board approved a resolution accepting the Governance Committee Report. Motion was carried. REVIEW AND APPROVAL 2019 ANNUAL REPORT Upon a motion by Steve Morgan, seconded by Fanny Villarreal, the OCIDA Board approved a resolution accepting the 2019 Annual Report. Motion was carried. REVIEW AND APPROVAL 2019 ANNUAL REPORT Upon a motion by Steve Morgan, seconded by Fanny Villarreal, the OCIDA Board approved a resolution accepting the 2019 Annual Report. Motion was carried. ANNUAL PROJECT REVIEW Nancy Lowery stated there were no projects to review. Upon a motion by Janice Herzog, seconded by Kevin Ryan, the OCIDA Board approved a resolution acknowledging no projects were induced that have not progressed. Motion was carried. ANNUAL PROJECT REVIEW Nancy Lowery stated there were no projects to review. Upon a motion by Janice Herzog, seconded by Kevin Ryan, the OCIDA Board approved a resolution acknowledging no projects were induced that have not progressed. Motion was carried. REAPPOINTMENT OF CONTRACTORS Upon a motion by Fanny Villarreal, seconded by Steve Morgan, the OCIDA Board approved a resolution appointing for one year Barclay Damon, LLP as Agency Counsel; appointing for one year Bond, 2 Schoeneck & King; Harris Beach, Nixon Peabody and Wood & Smith as Special Counsel; appointing for one year Grossman St. Amour PLLC as its Auditor. Motion was carried. ACCOUNTS AND SIGNATURE AUTHORIZATION Upon a motion by Fanny Villarreal, seconded by Susan Stanczyk, the OCIDA Board approved a resolution authorizing the accounts and signature authority to Robert M. Petrovich, Nate Stevens, Patrick Hogan and Janice Herzog at M & T Bank. Motion was carried. Upon a motion by Fanny Villarreal, seconded by Steve Morgan, the OCIDA Board adjourned the meeting at 8:17 am. Motion was carried. ____________________________________ Nancy Lowery, Secretary 3 Onondaga County Industrial Development Agency Governance Committee Annual Report 2020 Fiscal Year Committee Members & Staff Kevin Ryan, Committee Chair Fanny Villarreal, Board Chair Pat Hogan, Board Chair REAPPOINTMENT OF CONTRACTORS Upon a motion by Fanny Villarreal, seconded by Steve Morgan, the OCIDA Board approved a resolution appointing for one year Barclay Damon, LLP as Agency Counsel; appointing for one year Bond, 2 Schoeneck & King; Harris Beach, Nixon Peabody and Wood & Smith as Special Counsel; appointing for one year Grossman St. Amour PLLC as its Auditor. Motion was carried. ACCOUNTS AND SIGNATURE AUTHORIZATION Upon a motion by Fanny Villarreal, seconded by Susan Stanczyk, the OCIDA Board approved a resolution authorizing the accounts and signature authority to Robert M. Petrovich, Nate Stevens, Patrick Hogan and Janice Herzog at M & T Bank. Motion was carried. Upon a motion by Fanny Villarreal, seconded by Steve Morgan, the OCIDA Board adjourned the meeting at 8:17 am. Motion was carried. ____________________________________ Nancy Lowery, Secretary 3 Onondaga County Industrial Development Agency Governance Committee Annual Report 2020 Fiscal Year Committee Members & Staff Kevin Ryan, Committee Chair Fanny Villarreal, Board Chair Pat Hogan, Board Chair Robert M. Petrovich, Executive Director Nancy Lowery, Secretary Nate Stevens, Treasurer Purpose of the Committee The purpose of the Governance Committee is to keep members informed of current best governance practices, to review corporate governance trends, to update the Agency’s corporate governance practices and principals, and to advise on the skills and experience required of potential Agency members. Robert M. Petrovich, Executive Director Nancy Lowery, Secretary Nate Stevens, Treasurer Purpose of the Committee The purpose of the Governance Committee is to keep members informed of current best governance practices, to review corporate governance trends, to update the Agency’s corporate governance practices and principals, and to advise on the skills and experience required of potential Agency members. 2020 Meeting Schedule August 11, 2020 September 15, 2020 October 13, 2020 Fiscal Year 2020 1. Annual Self Evaluation The Committee conducted a self-evaluation at its October 13, 2020 meeting. It found 0 issues. The Governance Committee will present its self-evaluation to the full Board at the Agency’s Annual Meeting, tentatively scheduled for March 9, 2021. 2. Review of Charter The Committee reviewed the Governance, Audit, and Finance Committee charters on October 13, 2020. It found 0 issues with the charters. The Committee will present its findings to the Agency Board at the Agency’s Annual Meeting, tentatively scheduled for March 9, 2021 3. Disposition of Duties At the August 11, 2020 meeting of the Committee, the Committee reviewed its Uniform Tax Exemption Policy (UTEP), Bylaws and Procurement Policy. As a result of discussion with staff and as a result of community outreach the UTEP was changed on September 15, 2020. At the October 13, 2020 meeting of the Committee, it completed its annual review of Board, Committee and Staff self-evaluations, Committee Charters as well as the 2020 Committee annual report. Onondaga County Industrial Development Agency Annual Report 2020 Onondaga County Industrial Development Agency 333 W. Washington Street, Suite 130 Syracuse, NY 13202 315-435-3770 (P) 315-435-3669 (F) 2020 Meeting Schedule August 11, 2020 September 15, 2020 October 13, 2020 Fiscal Year 2020 1. Annual Self Evaluation The Committee conducted a self-evaluation at its October 13, 2020 meeting. It found 0 issues. The Governance Committee will present its self-evaluation to the full Board at the Agency’s Annual Meeting, tentatively scheduled for March 9, 2021. 2. Review of Charter The Committee reviewed the Governance, Audit, and Finance Committee charters on October 13, 2020. It found 0 issues with the charters. The Committee will present its findings to the Agency Board at the Agency’s Annual Meeting, tentatively scheduled for March 9, 2021 3. Disposition of Duties At the August 11, 2020 meeting of the Committee, the Committee reviewed its Uniform Tax Exemption Policy (UTEP), Bylaws and Procurement Policy. As a result of discussion with staff and as a result of community outreach the UTEP was changed on September 15, 2020. At the October 13, 2020 meeting of the Committee, it completed its annual review of Board, Committee and Staff self-evaluations, Committee Charters as well as the 2020 Committee annual report. Onondaga County Industrial Development Agency Annual Report 2020 Onondaga County Industrial Development Agency 333 W. Washington Street, Suite 130 Syracuse, NY 13202 315-435-3770 (P) 315-435-3669 (F) Robert M. Petrovich, Executive Director robertpetrovich@ongov.net www.ongoved.com Robert M. Petrovich, Executive Director robertpetrovich@ongov.net www.ongoved.com TABLE OF CONTENTS BOARD OF DIRECTORS Board Members 1 Officers & Staff 2 Committees & Members 3 Board Meeting and Attendance 4 ORGANIZATION Organizational Chart 5 Mission, Purpose & Description 6 Statutory Basis 6 Subsidiaries 7 OPERATIONS Program Incentives 8 Accomplishments 9 Assessment of Internal Controls 9 Material Changes to Operations & Programs 10 PROJECT DETAIL Straight Lease Transactions 10 Closed Straight Lease Transactions 10 Straight Lease Transactions - In Progress 11 Bond Projects Tax Exempt Bonds 11 Taxable Bonds 11 Employee Productivity Program Awarded 12 Paid 12 FINANCIAL REPORT Revenue & Expense Summary 12 Asset & Liability Summary 12 Operating and Financial Risk CONTRACTS 13 REAL PROPERTY SCHEDULE 14 APPENDICES 15 A - Board Biographies 16 B - Board & Committee Self-Evaluation 18 C - By-Laws 23 D - Code of Ethics 29 E - Performance Goals 31 F - Internal Controls Report 33 G - Four-Year Financial Plan 36 H - Pending Litigation 37 TABLE OF CONTENTS BOARD OF DIRECTORS Board Members 1 Officers & Staff 2 Committees & Members 3 Board Meeting and Attendance 4 ORGANIZATION Organizational Chart 5 Mission, Purpose & Description 6 Statutory Basis 6 Subsidiaries 7 OPERATIONS Program Incentives 8 Accomplishments 9 Assessment of Internal Controls 9 Material Changes to Operations & Programs 10 PROJECT DETAIL Straight Lease Transactions 10 Closed Straight Lease Transactions 10 Straight Lease Transactions - In Progress 11 Bond Projects Tax Exempt Bonds 11 Taxable Bonds 11 Employee Productivity Program Awarded 12 Paid 12 FINANCIAL REPORT Revenue & Expense Summary 12 Asset & Liability Summary 12 Operating and Financial Risk CONTRACTS 13 REAL PROPERTY SCHEDULE 14 APPENDICES 15 A - Board Biographies 16 B - Board & Committee Self-Evaluation 18 C - By-Laws 23 D - Code of Ethics 29 E - Performance Goals 31 F - Internal Controls Report 33 G - Four-Year Financial Plan 36 H - Pending Litigation 37 BOARD MEMBERS1 Names and Terms Patrick Hogan, Chair (February 2012 - present) Janice Herzog, Vice Chair (February 2013 - present) Victor Ianno (February 2012 - Present) Steve Morgan (September 2014 - Present) Susan Stanczyk (December 2015 – Present) Kevin Ryan (June 2016 – Present) Fanny Villarreal (August 2016 - present) 1 The Board Members of the OCIDA are appointed by and serve at the pleasure of the Onondaga County Legislature 1 BOARD MEMBERS1 Names and Terms Patrick Hogan, Chair (February 2012 - present) Janice Herzog, Vice Chair (February 2013 - present) Victor Ianno (February 2012 - Present) Steve Morgan (September 2014 - Present) Susan Stanczyk (December 2015 – Present) Kevin Ryan (June 2016 – Present) Fanny Villarreal (August 2016 - present) 1 The Board Members of the OCIDA are appointed by and serve at the pleasure of the Onondaga County Legislature 1 OFFICERS AND STAFF Officers & Staff Robert M. Petrovich Executive Director Nate Stevens Treasurer Nancy Lowery Secretary Karen Doster Recording Secretary Christopher Cox Assistant Treasurer Agency Counsel Barclay Damon LLP Agency Auditor Grossman St. Amour Certified Public Accountants PLLC 2 OFFICERS AND STAFF Officers & Staff Robert M. Petrovich Executive Director Nate Stevens Treasurer Nancy Lowery Secretary Karen Doster Recording Secretary Christopher Cox Assistant Treasurer Agency Counsel Barclay Damon LLP Agency Auditor Grossman St. Amour Certified Public Accountants PLLC 2 COMMITTEES & MEMBERSHIP Audit Committee Janice Herzog - Chair Sue Stanczyk Patrick Hogan Finance Committee Victor Ianno - Chair Steve Morgan Patrick Hogan Governance Committee Kevin Ryan - Chair Fanny Villarreal Patrick Hogan 3 COMMITTEES & MEMBERSHIP Audit Committee Janice Herzog - Chair Sue Stanczyk Patrick Hogan Finance Committee Victor Ianno - Chair Steve Morgan Patrick Hogan Governance Committee Kevin Ryan - Chair Fanny Villarreal Patrick Hogan 3 2020 BOARD MEETINGS & ATTENDANCE January February March April May June July August 5 Hogan Hogan Hogan Hogan Hogan Hogan Hogan Herzog Herzog Herzog Herzog Herzog Herzog Herzog Stanczyk Ianno Morgan Morgan Morgan Ianno Ianno Ianno Ianno Morgan Ryan Villarreal Stanczyk Morgan Morgan Stanczyk Ryan Stanczyk Stanczyk Ryan Stanczyk Stanczyk Ryan Ryan Villarreal Ryan Ryan Villarreal Villarreal Villarreal August Sept 15 Sept 22 October November December 11 Herzog Hogan Hogan Hogan Hogan Hogan Ianno Herzog Herzog Herzog Herzog Herzog Morgan Ianno Ianno Ianno Ianno Ianno Stanczyk Morgan Morgan Morgan Morgan Morgan Ryan Stanczyk Stanczyk Stanczyk Stanczyk Stanczyk Villarreal Ryan Ryan Ryan Ryan Ryan Villarreal Villarreal Villarreal Villarreal 2020 BOARD MEETINGS & ATTENDANCE January February March April May June July August 5 Hogan Hogan Hogan Hogan Hogan Hogan Hogan Herzog Herzog Herzog Herzog Herzog Herzog Herzog Stanczyk Ianno Morgan Morgan Morgan Ianno Ianno Ianno Ianno Morgan Ryan Villarreal Stanczyk Morgan Morgan Stanczyk Ryan Stanczyk Stanczyk Ryan Stanczyk Stanczyk Ryan Ryan Villarreal Ryan Ryan Villarreal Villarreal Villarreal August Sept 15 Sept 22 October November December 11 Herzog Hogan Hogan Hogan Hogan Hogan Ianno Herzog Herzog Herzog Herzog Herzog Morgan Ianno Ianno Ianno Ianno Ianno Stanczyk Morgan Morgan Morgan Morgan Morgan Ryan Stanczyk Stanczyk Stanczyk Stanczyk Stanczyk Villarreal Ryan Ryan Ryan Ryan Ryan Villarreal Villarreal Villarreal Villarreal Compensation Schedule For those who make over $100,000 including biographical information None Board Biographies Appendix A Board & Committee Evaluations Appendix B 4 Compensation Schedule For those who make over $100,000 including biographical information None Board Biographies Appendix A Board & Committee Evaluations Appendix B 4 2020 IDA ORGANIZATIONAL CHART IDA Board Freedom of Information Freedom of Information Officer Appeals Officer Robert M. Petrovich Patrick Hogan Board Chair Committees Officers Patrick Hogan Finance Audit Board Vice Chair Executive Director Governance Committee Committee Committee Janice Herzog Robert Petrovich Chair Chair Chair Secretary Treasurer Victor Ianno Kevin Ryan Janice Herzog Nancy Lowery Nate Stevens 2020 IDA ORGANIZATIONAL CHART IDA Board Freedom of Information Freedom of Information Officer Appeals Officer Robert M. Petrovich Patrick Hogan Board Chair Committees Officers Patrick Hogan Finance Audit Board Vice Chair Executive Director Governance Committee Committee Committee Janice Herzog Robert Petrovich Chair Chair Chair Secretary Treasurer Victor Ianno Kevin Ryan Janice Herzog Nancy Lowery Nate Stevens Steve Morgan Fanny Villarreal Susan Stanczyk Recording Secretary Assistant Treasurer Patrick Hogan Patrick Hogan Patrick Hogan Karen Doster Christopher Cox 5 Steve Morgan Fanny Villarreal Susan Stanczyk Recording Secretary Assistant Treasurer Patrick Hogan Patrick Hogan Patrick Hogan Karen Doster Christopher Cox 5 MISSION To stimulate economic development, growth, and general prosperity for the people of Onondaga County by using available incentives, rights and powers in an efficient and cooperative manner. MISSION To stimulate economic development, growth, and general prosperity for the people of Onondaga County by using available incentives, rights and powers in an efficient and cooperative manner. PURPOSE & DESCRIPTION The Onondaga County Industrial Development Agency (“the Agency”) is a public benefit corporation of the State of New York created in 1970 pursuant to Article 18-A of the General Municipal Law. Industrial Development Agencies are authorized to advance the job opportunities, health, general prosperity and economic welfare of the people of the State of New York and improve their recreation opportunities, prosperity and standard of living. Agencies promote, develop, encourage, and assist in the acquiring, constructing, reconstructing, improving, maintaining, equipping and furnishing of industrial, manufacturing, warehousing, commercial, research, recreational, education, cultural, railroad, and horse racing facilities. PURPOSE & DESCRIPTION The Onondaga County Industrial Development Agency (“the Agency”) is a public benefit corporation of the State of New York created in 1970 pursuant to Article 18-A of the General Municipal Law. Industrial Development Agencies are authorized to advance the job opportunities, health, general prosperity and economic welfare of the people of the State of New York and improve their recreation opportunities, prosperity and standard of living. Agencies promote, develop, encourage, and assist in the acquiring, constructing, reconstructing, improving, maintaining, equipping and furnishing of industrial, manufacturing, warehousing, commercial, research, recreational, education, cultural, railroad, and horse racing facilities. STATUTORY BASIS § 895. Onondaga County Industrial Development Agency. 1. For the benefit of the County of Onondaga and the inhabitants thereof, an industrial development agency, to be known as the ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY, is hereby established for the accomplishment of any or all of the purposes specified in title one of article eighteen-A of this chapter. It shall constitute a body corporate and politic, and be perpetual in duration. It shall have the powers and duties now or hereafter conferred by title one of article eighteen-A of this chapter upon industrial development agencies. It shall be organized in a manner prescribed by and be subject to the provisions of title one of article eighteen-A of this chapter. Its members shall be appointed by the governing body of the County of Onondaga. The agency, its members, officers and employees, and its operations and activities, except as provided specifically herein, shall be governed by the provisions of title one of article eighteen-A of this chapter. 2. In addition to the powers and duties now or hereafter conferred by title one of article eighteen-A of this chapter, the agency shall have the power (i) to acquire, construct, own, maintain, and lease or sell to a railroad or private business corporation any interest including easements or rights or way, in one or more railroad supporting service facilities located in Onondaga County, including necessary switching apparatus, track, and other equipment necessary or convenient thereto, which will be used in conjunction with industrial, manufacturing, commercial or warehousing operations and (ii) to finance such facilities through the issuance of its bonds and notes, when in the judgment of the agency, such facilities will serve to promote, develop, encourage and assist in the acquiring, constructing, reconstructing, improving, maintaining, equipping and furnishing industrial, manufacturing, warehousing, commercial and research facilities including industrial pollution control facilities and thereby advance the job opportunities, health and general prosperity and economic welfare of the people of the state and improve their prosperity and standard of living. STATUTORY BASIS § 895. Onondaga County Industrial Development Agency. 1. For the benefit of the County of Onondaga and the inhabitants thereof, an industrial development agency, to be known as the ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY, is hereby established for the accomplishment of any or all of the purposes specified in title one of article eighteen-A of this chapter. It shall constitute a body corporate and politic, and be perpetual in duration. It shall have the powers and duties now or hereafter conferred by title one of article eighteen-A of this chapter upon industrial development agencies. It shall be organized in a manner prescribed by and be subject to the provisions of title one of article eighteen-A of this chapter. Its members shall be appointed by the governing body of the County of Onondaga. The agency, its members, officers and employees, and its operations and activities, except as provided specifically herein, shall be governed by the provisions of title one of article eighteen-A of this chapter. 2. In addition to the powers and duties now or hereafter conferred by title one of article eighteen-A of this chapter, the agency shall have the power (i) to acquire, construct, own, maintain, and lease or sell to a railroad or private business corporation any interest including easements or rights or way, in one or more railroad supporting service facilities located in Onondaga County, including necessary switching apparatus, track, and other equipment necessary or convenient thereto, which will be used in conjunction with industrial, manufacturing, commercial or warehousing operations and (ii) to finance such facilities through the issuance of its bonds and notes, when in the judgment of the agency, such facilities will serve to promote, develop, encourage and assist in the acquiring, constructing, reconstructing, improving, maintaining, equipping and furnishing industrial, manufacturing, warehousing, commercial and research facilities including industrial pollution control facilities and thereby advance the job opportunities, health and general prosperity and economic welfare of the people of the state and improve their prosperity and standard of living. 6 6 AUTHORITIES & SUBSIDIARIES None 7 AUTHORITIES & SUBSIDIARIES None 7 SUMMARY  A seven-member board appointed by the Onondaga County Legislature governs the Agency.  Operating funds are derived solely from fees paid by applicants seeking assistance, closed Agency projects and the interest earned on the Agency fund balance.  The Onondaga County Office of Economic Development administers the Onondaga County Industrial Agency through a contract between the County and the Agency.  During the January - December 31, 2020 fiscal year, the Agency conducted 43 public meetings. These meetings included 12 regular board meetings, 3 special meetings, 1 annual meeting, 7 committee meetings, and 20 public hearings.  An independent certified public accounting firm performs the annual financial audit of the Agency. The report will be available after March 31, 2021 at https://www.ongoved.com/ocida/ SUMMARY  A seven-member board appointed by the Onondaga County Legislature governs the Agency.  Operating funds are derived solely from fees paid by applicants seeking assistance, closed Agency projects and the interest earned on the Agency fund balance.  The Onondaga County Office of Economic Development administers the Onondaga County Industrial Agency through a contract between the County and the Agency.  During the January - December 31, 2020 fiscal year, the Agency conducted 43 public meetings. These meetings included 12 regular board meetings, 3 special meetings, 1 annual meeting, 7 committee meetings, and 20 public hearings.  An independent certified public accounting firm performs the annual financial audit of the Agency. The report will be available after March 31, 2021 at https://www.ongoved.com/ocida/ PROGRAMS & INCENTIVES The Agency provides business support and operates incentive programs consistent with its powers and mission statement in the following areas:  Financing – Tax-exempt private activity bonds, taxable bonds and Quasi-Equity Loan Fund participation. Statutory authority to issue civic facility bonds has terminated.  Tax Management – Exemptions from mortgage recording, sales and use taxes and abatement of real property taxes through payment-in-lieu of tax agreements  Training Support – Service contracts for company specific employee training and skills assessment programs consistent with its Employee Productivity Program guidelines  Asset Development – Development of property and facilities for investment, for example the White Pine Commerce Park 8 PROGRAMS & INCENTIVES The Agency provides business support and operates incentive programs consistent with its powers and mission statement in the following areas:  Financing – Tax-exempt private activity bonds, taxable bonds and Quasi-Equity Loan Fund participation. Statutory authority to issue civic facility bonds has terminated.  Tax Management – Exemptions from mortgage recording, sales and use taxes and abatement of real property taxes through payment-in-lieu of tax agreements  Training Support – Service contracts for company specific employee training and skills assessment programs consistent with its Employee Productivity Program guidelines  Asset Development – Development of property and facilities for investment, for example the White Pine Commerce Park 8 ACCOMPLISHMENTS OCIDA 2020 Accomplishments include:  Onondaga County Industrial Development Agency (OCIDA) closed eight projects in 2020: Abundant Solar Power (SKI) LLC in the Town of Skaneateles, BWI Acquisitions 1, LLC, Syracuse City, TC Syracuse Development Associates, LLC in the Town of Clay, Tessy Plastics in the Town of Elbridge, Tracey Road Equipment, LLC and Ultra Dairy, LLC in the Town of Dewitt.  These eight projects new capital investment was approximately $101,701,950.  COVID-19 Small Business PPE Relief Grant: $500,000 was earmarked by OCIDA for a reimbursable grant program to assist small businesses to offset the cost of personal protective equipment (PPE) and facilitate HVAC upgrades to mitigate the spread of COVID-19. The Agency disbursed nearly $265,000 in grants to 59 small businesses and not-for-profits.  OCIDA staff, in conjunction with the OCED staff, provided information and resources to our small business community on the newly enacted the Paycheck Protection Program and the U.S. Small Business Administration (SBA) Covid-19 Economic Injury Disaster Loan Program (EIDL). This was done through phone contact with constituents and by keeping our website current with the most relevant and timely information.  OCIDA team provided feedback and monitored the legislative activity of IDA law that would allow Industrial Development Agencies to administer loans and grants. In April 2020 the NYS Legislature passed a bill allowing IDA’s to provide grants and loans to small businesses and not-for-profit corporations in response to the overwhelming financial burden the pandemic imposed on these entities to provide safe environments for the public and employees.  Whose Hiring Now webpage: During the height of the shut-down, OCIDA and the Onondaga County Office of Economic Development added a resource page to pair displaced workers with immediate, local job openings. Staff worked with businesses who were hiring to update our list. More than 110 companies listed available positions during the pandemic, while website metrics show that the page received more than 18,000 unique visits.  Partnered with OCDOT and NYSDOT to facilitate the Loop the Lake Trail at the former Roth steel site.  Revised the UTEP to include a new job creation and retention PILOT exemptions scales, job creation and retention PILOT with MWBE enhancement exemption scales and a Repatriation/Reshoring Exemption scale  Continued remediation planning and work at the Roth Steel property located at 800 Hiawatha Blvd, Syracuse.  Continued development of White Pine Commerce Park property.  OCIDA staff met with leadership of twelve towns in Onondaga County to establish a professional relationship, explain the mission of the IDA, provide overview of financial benefits with a particular focus on solar pilots as OCIDA had added the Energy Project to the 2019 UTEP. ACCOMPLISHMENTS OCIDA 2020 Accomplishments include:  Onondaga County Industrial Development Agency (OCIDA) closed eight projects in 2020: Abundant Solar Power (SKI) LLC in the Town of Skaneateles, BWI Acquisitions 1, LLC, Syracuse City, TC Syracuse Development Associates, LLC in the Town of Clay, Tessy Plastics in the Town of Elbridge, Tracey Road Equipment, LLC and Ultra Dairy, LLC in the Town of Dewitt.  These eight projects new capital investment was approximately $101,701,950.  COVID-19 Small Business PPE Relief Grant: $500,000 was earmarked by OCIDA for a reimbursable grant program to assist small businesses to offset the cost of personal protective equipment (PPE) and facilitate HVAC upgrades to mitigate the spread of COVID-19. The Agency disbursed nearly $265,000 in grants to 59 small businesses and not-for-profits.  OCIDA staff, in conjunction with the OCED staff, provided information and resources to our small business community on the newly enacted the Paycheck Protection Program and the U.S. Small Business Administration (SBA) Covid-19 Economic Injury Disaster Loan Program (EIDL). This was done through phone contact with constituents and by keeping our website current with the most relevant and timely information.  OCIDA team provided feedback and monitored the legislative activity of IDA law that would allow Industrial Development Agencies to administer loans and grants. In April 2020 the NYS Legislature passed a bill allowing IDA’s to provide grants and loans to small businesses and not-for-profit corporations in response to the overwhelming financial burden the pandemic imposed on these entities to provide safe environments for the public and employees.  Whose Hiring Now webpage: During the height of the shut-down, OCIDA and the Onondaga County Office of Economic Development added a resource page to pair displaced workers with immediate, local job openings. Staff worked with businesses who were hiring to update our list. More than 110 companies listed available positions during the pandemic, while website metrics show that the page received more than 18,000 unique visits.  Partnered with OCDOT and NYSDOT to facilitate the Loop the Lake Trail at the former Roth steel site.  Revised the UTEP to include a new job creation and retention PILOT exemptions scales, job creation and retention PILOT with MWBE enhancement exemption scales and a Repatriation/Reshoring Exemption scale  Continued remediation planning and work at the Roth Steel property located at 800 Hiawatha Blvd, Syracuse.  Continued development of White Pine Commerce Park property.  OCIDA staff met with leadership of twelve towns in Onondaga County to establish a professional relationship, explain the mission of the IDA, provide overview of financial benefits with a particular focus on solar pilots as OCIDA had added the Energy Project to the 2019 UTEP. 9 9 ASSESSMENT OF THE EFFECTIVENESS OF INTERNAL CONTROL STRUCTURE AND PROCEDURES 2 This statement certifies that management has documented and assessed the internal control structure and procedures of the Onondaga County Industrial Development Agency for the year ending December 31, 2020. This assessment found the authority’s internal controls to be adequate, and to the extent that deficiencies were identified, the authority has developed corrective action plans to reduce any corresponding risk. The assessment for the 2020 fiscal year will be completed by March 31, 2021. This is done by agency auditor. (Appendix F) ASSESSMENT OF THE EFFECTIVENESS OF INTERNAL CONTROL STRUCTURE AND PROCEDURES 2 This statement certifies that management has documented and assessed the internal control structure and procedures of the Onondaga County Industrial Development Agency for the year ending December 31, 2020. This assessment found the authority’s internal controls to be adequate, and to the extent that deficiencies were identified, the authority has developed corrective action plans to reduce any corresponding risk. The assessment for the 2020 fiscal year will be completed by March 31, 2021. This is done by agency auditor. (Appendix F) MATERIAL CHANGES TO OPERATIONS AND PROGRAMS  None MATERIAL CHANGES TO OPERATIONS AND PROGRAMS  None PROJECT DETAIL The following is a list of project activity for 2020 Real estate transactions closed 2020 Project ID Company 19-11A Abundant Solar Power (SK1) LLC 19-04A BWI Hotel Acquisitions 1, LLC 19-10A TC Syracuse Development Associates, LLC Projects Induced and Closed in 2020 Project ID Company 20-05A Cicero Energy Storage I, LLC 20-06B Cicero Energy Storage II, LLC 20-02K Tessy Plastics 2020 Elbridge Expansion 20-03B Tracey Road Equipment, Inc. 20-14G Ultra Dairy, LLC PROJECT DETAIL The following is a list of project activity for 2020 Real estate transactions closed 2020 Project ID Company 19-11A Abundant Solar Power (SK1) LLC 19-04A BWI Hotel Acquisitions 1, LLC 19-10A TC Syracuse Development Associates, LLC Projects Induced and Closed in 2020 Project ID Company 20-05A Cicero Energy Storage I, LLC 20-06B Cicero Energy Storage II, LLC 20-02K Tessy Plastics 2020 Elbridge Expansion 20-03B Tracey Road Equipment, Inc. 20-14G Ultra Dairy, LLC Projects Induced and Not Closed in 2020 Project ID Company 20-15A 629 LeMoyne Manor LLC 20-13B Abundant Solar Power (E1) LLC) 20-19A Empire Polymer Holdings, LLC & Empire Polymer Solutions, LLC 20-10A GSPP Sentinel Heights Road LLC 20-04A OYA Church Road A LLC 20-21A SSC Lysander LLC 20-01A Taft Solar LLC 10 Projects Induced and Not Closed in 2020 Project ID Company 20-15A 629 LeMoyne Manor LLC 20-13B Abundant Solar Power (E1) LLC) 20-19A Empire Polymer Holdings, LLC & Empire Polymer Solutions, LLC 20-10A GSPP Sentinel Heights Road LLC 20-04A OYA Church Road A LLC 20-21A SSC Lysander LLC 20-01A Taft Solar LLC 10 FINANCIAL REPORT The Public Authority Accountability Act of 2005 (PAAA) as amended in 2009 is designed to ensure greater efficiency and accountability for New York's public authorities, including Industrial Development Agencies. Among the requirements of the PAAA is the preparation of an annual report that is to contain specified information. This section of the Agency Annual Report summarizes the financial information required by the PAAA. Revenue/Expense Summary (Draft) Category Revenue Expense Operating Revenue $ 4,267,782 Pass-Thru Income $ 10,401,383 Other Revenues $ 242,935 Operating Expense $ 2,321,344 Program Expense $0 Pass-Thru Expenses $ 10,401,383 Gain (Loss) $ 2,189,373 Total $ 14,912,100 $11,989,630 FINANCIAL REPORT The Public Authority Accountability Act of 2005 (PAAA) as amended in 2009 is designed to ensure greater efficiency and accountability for New York's public authorities, including Industrial Development Agencies. Among the requirements of the PAAA is the preparation of an annual report that is to contain specified information. This section of the Agency Annual Report summarizes the financial information required by the PAAA. Revenue/Expense Summary (Draft) Category Revenue Expense Operating Revenue $ 4,267,782 Pass-Thru Income $ 10,401,383 Other Revenues $ 242,935 Operating Expense $ 2,321,344 Program Expense $0 Pass-Thru Expenses $ 10,401,383 Gain (Loss) $ 2,189,373 Total $ 14,912,100 $11,989,630 Assets and Liabilities Summary3 (Draft) Assets Cash and cash equivalents $5,068,330 Accounts Receivable $757,791 Notes Receivable $0 Prepaid expenses $0 Restricted Cash $0 Capital assets $4,518,424 Other Assets $1,642 Total $10,346,187 Assets and Liabilities Summary3 (Draft) Assets Cash and cash equivalents $5,068,330 Accounts Receivable $757,791 Notes Receivable $0 Prepaid expenses $0 Restricted Cash $0 Capital assets $4,518,424 Other Assets $1,642 Total $10,346,187 Liability & Equity Accounts Payable $351,939 Due to Related Party $506,868 Due to other governments $34,776 Note Payable, current portion $0 Equity $9,452,604 Total $10,346,187 2 The complete balance sheet is found in Appendix D 11 Four-Year Financial Plan Appendix G Revenue & Expense Detail See 2020 Audited Financial Statements Assets & Liability Detail See 2020 Audited Financial Statements Agency Contracts Liability & Equity Accounts Payable $351,939 Due to Related Party $506,868 Due to other governments $34,776 Note Payable, current portion $0 Equity $9,452,604 Total $10,346,187 2 The complete balance sheet is found in Appendix D 11 Four-Year Financial Plan Appendix G Revenue & Expense Detail See 2020 Audited Financial Statements Assets & Liability Detail See 2020 Audited Financial Statements Agency Contracts Made payments of $16,553 for 800 Hiawatha JMT of New York, Inc. Brownfield cleanup program Made payments of $134,361 for WPCP engineering O’Brien & Gere studies Syracuse Design Group Made payments of $1,050 for website Grossman St. Amour CPA’s PLLC Made payment of $13,000 for 2019 Audit Barclay Damon LLP Made payments of $298,842 for Legal Services in 2020 Operating & Financial Risks: The following are some of the operating and financial risks that impact the OCIDA. Description of Risk New York State Legislative changes that could impact the scope and function of OCIDA operations. New York State Regulatory changes that could impact cost of compliance and benefits provided by OCIDA. Litigation risk as leaseholder and ownership interests that could impact the financial health of OCIDA. Health of the local economy impacts the number and size of Agency project which may impact the revenue of Agency. Failure of IT Systems Loss of personnel or turnover of key staff Agency Contract above $5,000 - Issued Without Competitive Bids None 12 Real Property Schedule A: Real Property Held Made payments of $16,553 for 800 Hiawatha JMT of New York, Inc. Brownfield cleanup program Made payments of $134,361 for WPCP engineering O’Brien & Gere studies Syracuse Design Group Made payments of $1,050 for website Grossman St. Amour CPA’s PLLC Made payment of $13,000 for 2019 Audit Barclay Damon LLP Made payments of $298,842 for Legal Services in 2020 Operating & Financial Risks: The following are some of the operating and financial risks that impact the OCIDA. Description of Risk New York State Legislative changes that could impact the scope and function of OCIDA operations. New York State Regulatory changes that could impact cost of compliance and benefits provided by OCIDA. Litigation risk as leaseholder and ownership interests that could impact the financial health of OCIDA. Health of the local economy impacts the number and size of Agency project which may impact the revenue of Agency. Failure of IT Systems Loss of personnel or turnover of key staff Agency Contract above $5,000 - Issued Without Competitive Bids None 12 Real Property Schedule A: Real Property Held Description FMV 435 North Salina $475,168 800 Hiawatha $8,535,974 White Pines Commerce Park $5,187,342 B: Real Property Disposed: None Audit & Management Letter The Management Discussion and Analysis is found in the Agency’s Annual Audit Report Material Litigation None 13 Appendices 14 Description FMV 435 North Salina $475,168 800 Hiawatha $8,535,974 White Pines Commerce Park $5,187,342 B: Real Property Disposed: None Audit & Management Letter The Management Discussion and Analysis is found in the Agency’s Annual Audit Report Material Litigation None 13 Appendices 14 APPENDIX A BOARD BIOGRAPHIES Patrick Hogan Before joining the OCIDA Board, Patrick Hogan served the City of Syracuse as an employee of The City’s Parks and Recreation Department for 34 years (culminating in a seven year stint as Deputy Commissioner). Additionally, he worked for 3 years as a member of the School Based Intervention Team with the City School District primarily working with children who have behavioral and academic problems. Starting in 2005 he was elected and reelected to 4 terms as second district City Councilor for the City of Syracuse. In his last term he was selected as Majority Whip by his colleagues on the Council. He has been a member of the following boards: Syracuse Jazzfest, the Central New York Blues festival, Syracuse Irish festival, Partners in Education, Clinton Square renovation committee, Westside Community School Strategy. Hogan coached basketball at St. Patrick’s School and baseball at the Southside American little League. He remains a vital spokesman for his community and an active member of the Tipperary Hill neighborhood in Syracuse APPENDIX A BOARD BIOGRAPHIES Patrick Hogan Before joining the OCIDA Board, Patrick Hogan served the City of Syracuse as an employee of The City’s Parks and Recreation Department for 34 years (culminating in a seven year stint as Deputy Commissioner). Additionally, he worked for 3 years as a member of the School Based Intervention Team with the City School District primarily working with children who have behavioral and academic problems. Starting in 2005 he was elected and reelected to 4 terms as second district City Councilor for the City of Syracuse. In his last term he was selected as Majority Whip by his colleagues on the Council. He has been a member of the following boards: Syracuse Jazzfest, the Central New York Blues festival, Syracuse Irish festival, Partners in Education, Clinton Square renovation committee, Westside Community School Strategy. Hogan coached basketball at St. Patrick’s School and baseball at the Southside American little League. He remains a vital spokesman for his community and an active member of the Tipperary Hill neighborhood in Syracuse Victor Ianno Victor Ianno brings over 40 years of business experience to the Agency, including owning his own business, Lakeside Printing Inc. for 18 years. He served as President of the National Association of Advertising Publishers from 1976-1978 and was a board member for fifteen years participating in all activities of the association. Mr. Ianno now serves as an active mentor and business investor assisting small business startups as well as owning and developing real estate. Victor Ianno Victor Ianno brings over 40 years of business experience to the Agency, including owning his own business, Lakeside Printing Inc. for 18 years. He served as President of the National Association of Advertising Publishers from 1976-1978 and was a board member for fifteen years participating in all activities of the association. Mr. Ianno now serves as an active mentor and business investor assisting small business startups as well as owning and developing real estate. Janice Herzog Janice Herzog is the former director of external relations for the Burton Blatt Institute at Syracuse University. Herzog served as a liaison to the BBI Board of Advisors. She worked closely with the board to facilitate effective and timely communications, manage board operations and engagement, and follow up on board initiatives. Before joining BBI, Herzog worked for more than 20 years at Syracuse University College of Law. During that time, she was a member of the dean's senior staff and served as assistant dean for administration and external relations as well as director of external relations. In addition to working closely with the College of Law's board and executive committee, she has extensive experience in law school administrative operations and human resources management operations. She also worked in collaboration with the Office of Advancement in the areas of prospect management and engagement, donor and alumni relations, and fundraising. She has been a panel facilitator as well as speaker for the American Bar Association and the Council for Advancement and Support of Education (CASE) on topics related to board management and transformation and the board member's role in fundraising. Janice Herzog Janice Herzog is the former director of external relations for the Burton Blatt Institute at Syracuse University. Herzog served as a liaison to the BBI Board of Advisors. She worked closely with the board to facilitate effective and timely communications, manage board operations and engagement, and follow up on board initiatives. Before joining BBI, Herzog worked for more than 20 years at Syracuse University College of Law. During that time, she was a member of the dean's senior staff and served as assistant dean for administration and external relations as well as director of external relations. In addition to working closely with the College of Law's board and executive committee, she has extensive experience in law school administrative operations and human resources management operations. She also worked in collaboration with the Office of Advancement in the areas of prospect management and engagement, donor and alumni relations, and fundraising. She has been a panel facilitator as well as speaker for the American Bar Association and the Council for Advancement and Support of Education (CASE) on topics related to board management and transformation and the board member's role in fundraising. Steven Morgan Steven Morgan is the owner and President of Dependable Disposal and Morgan Rubbish Removal in the town of Van Buren. Steven has been involved in the environmental-waste management sector in the Syracuse-Onondaga County area for over 24 years. Both companies provide environmentally safe waste removal and recycling solutions for residential, industrial and commercial customers. Steven believes very strongly in long-term business growth for the area that is accretive and that businesses have a civic and moral obligation to their community. Since 1990 Steven has been involved in the waste management business. In the beginning he worked alongside his father, David Morgan, in the family business. After college, he was employed by Tessy Plastics in Elbridge as a product cost engineer while still involved in the family business. In 2001 Steven started Dependable Disposal and in 2002 he purchased his father's business. Since then the companies have experienced significant growth and now rank among the largest 15 Steven Morgan Steven Morgan is the owner and President of Dependable Disposal and Morgan Rubbish Removal in the town of Van Buren. Steven has been involved in the environmental-waste management sector in the Syracuse-Onondaga County area for over 24 years. Both companies provide environmentally safe waste removal and recycling solutions for residential, industrial and commercial customers. Steven believes very strongly in long-term business growth for the area that is accretive and that businesses have a civic and moral obligation to their community. Since 1990 Steven has been involved in the waste management business. In the beginning he worked alongside his father, David Morgan, in the family business. After college, he was employed by Tessy Plastics in Elbridge as a product cost engineer while still involved in the family business. In 2001 Steven started Dependable Disposal and in 2002 he purchased his father's business. Since then the companies have experienced significant growth and now rank among the largest 15 independent waste and recycling companies in the Syracuse market. Currently, Steven is leading a progressive movement in service improvement, community uniformity, increased recycling rates, and worker safety in Onondaga County with automated containerized service for residential customers. Steven is a graduate of Jordan-Elbridge High School and later graduated from Springfield College in Springfield, Massachusetts where he earned a Bachelor of Science degree in Business Management. Steven is a member or supporter of Centerstate CEO, Cayuga County Chamber of Commerce, Jordan-Elbridge Lions Club, Syracuse Tip Club, McMahon/Ryan Child Advocacy Center and the National Waste and Recycling Association. independent waste and recycling companies in the Syracuse market. Currently, Steven is leading a progressive movement in service improvement, community uniformity, increased recycling rates, and worker safety in Onondaga County with automated containerized service for residential customers. Steven is a graduate of Jordan-Elbridge High School and later graduated from Springfield College in Springfield, Massachusetts where he earned a Bachelor of Science degree in Business Management. Steven is a member or supporter of Centerstate CEO, Cayuga County Chamber of Commerce, Jordan-Elbridge Lions Club, Syracuse Tip Club, McMahon/Ryan Child Advocacy Center and the National Waste and Recycling Association. Kevin Ryan Kevin Ryan is an attorney in private practice. His practice focuses on all aspects of construction law, representing owners, contractors, and sub-contractors in dispute resolution through arbitration, mediation, or litigation, as well as in both jury and non-jury trials. In addition, he handles commercial disputes and insurance coverage matters, and has successfully represented clients in Article 78 proceedings both on behalf of and against municipalities relating to development projects and the award of public contracts. He is admitted to practice in the State of New York, the U.S. District Court for the Northern District of New York, the U.S. District Court for the Southern District of New York, the U.S. Court of Appeals for the Third Circuit and the U.S. Court of Federal Claims. As an active member of his community, Kevin is a former member of the Board of Directors of the Syracuse St. Patrick’s Parade, and is a member of the Ancient Order of Hibernians and the Strathmore Men’s Athletic Club. Kevin is a graduate of the State University of New York at Brockport and the Syracuse University College of Law. Kevin Ryan Kevin Ryan is an attorney in private practice. His practice focuses on all aspects of construction law, representing owners, contractors, and sub-contractors in dispute resolution through arbitration, mediation, or litigation, as well as in both jury and non-jury trials. In addition, he handles commercial disputes and insurance coverage matters, and has successfully represented clients in Article 78 proceedings both on behalf of and against municipalities relating to development projects and the award of public contracts. He is admitted to practice in the State of New York, the U.S. District Court for the Northern District of New York, the U.S. District Court for the Southern District of New York, the U.S. Court of Appeals for the Third Circuit and the U.S. Court of Federal Claims. As an active member of his community, Kevin is a former member of the Board of Directors of the Syracuse St. Patrick’s Parade, and is a member of the Ancient Order of Hibernians and the Strathmore Men’s Athletic Club. Kevin is a graduate of the State University of New York at Brockport and the Syracuse University College of Law. Sue Stanczyk Sue Stanczyk is the Chief of Staff for the Office of the Onondaga County Executive, a position she has held since 2018. Prior to her transition to the executive branch of County Government, she previously served as Director of Budget for the Onondaga County Legislature. With over 25 years of experience in county government, she brings an extensive background in public policy, government operations and budgeting. In addition to the OCIDA Board, Sue is very active on the boards of the NYS Rhythm & Blues Fest, CNY Arts, Visit Syracuse, Syracuse University Hardwood Foundation as well as serving as the County Executive's liaison to several community boards and foundations. Sue Stanczyk Sue Stanczyk is the Chief of Staff for the Office of the Onondaga County Executive, a position she has held since 2018. Prior to her transition to the executive branch of County Government, she previously served as Director of Budget for the Onondaga County Legislature. With over 25 years of experience in county government, she brings an extensive background in public policy, government operations and budgeting. In addition to the OCIDA Board, Sue is very active on the boards of the NYS Rhythm & Blues Fest, CNY Arts, Visit Syracuse, Syracuse University Hardwood Foundation as well as serving as the County Executive's liaison to several community boards and foundations. Fanny Villarreal Fanny Villarreal was born and raised in Lima, Peru. She is the current CEO for the YWCA a not for profit organization dedicated to eliminating racism and promote diversity. Fanny’s passion and love for her community led her to run for public office, to serve as Executive Director of La Liga/Spanish Action League, and to serve as a Family and Community Development Director for P.E.A.C.E. Inc. Furthermore, she has been an active member on numerous boards including, The Syracuse Neighborhood Initiative (SNI), Onondaga Citizens League (OCL), Tomorrow’s Neighborhoods Today (TNT), American Heart Association, and Home HeadQuarters Inc. to name a few. In addition, she was appointed as the first Latina board member at Excellus Blue Cross and Blue Shields Company as well as a Commissioner at the Human Rights Commission. Throughout her time in Syracuse, Fanny has received numerous awards including The Lifetime Achievement of Successful Business Women; The NY State Red Cross Good Neighbor Award; “40 Under 40”; Latina Leadership Award (representing NY State) from the National Foundation of Women Legislators in Washington DC; NY State Woman of Distinction; Syracuse University Commitment to Education along with other recognitions. In 1993, Fanny created Nosotros Radio Inc., “Your Latino Voice.” Nosotros is an educational, bilingual program that provides information, positive messages, hope and values along with Latin music. Fanny also co-founded the Latino Festival; the Hispanic Coalition NY, Inc. 16 Fanny Villarreal Fanny Villarreal was born and raised in Lima, Peru. She is the current CEO for the YWCA a not for profit organization dedicated to eliminating racism and promote diversity. Fanny’s passion and love for her community led her to run for public office, to serve as Executive Director of La Liga/Spanish Action League, and to serve as a Family and Community Development Director for P.E.A.C.E. Inc. Furthermore, she has been an active member on numerous boards including, The Syracuse Neighborhood Initiative (SNI), Onondaga Citizens League (OCL), Tomorrow’s Neighborhoods Today (TNT), American Heart Association, and Home HeadQuarters Inc. to name a few. In addition, she was appointed as the first Latina board member at Excellus Blue Cross and Blue Shields Company as well as a Commissioner at the Human Rights Commission. Throughout her time in Syracuse, Fanny has received numerous awards including The Lifetime Achievement of Successful Business Women; The NY State Red Cross Good Neighbor Award; “40 Under 40”; Latina Leadership Award (representing NY State) from the National Foundation of Women Legislators in Washington DC; NY State Woman of Distinction; Syracuse University Commitment to Education along with other recognitions. In 1993, Fanny created Nosotros Radio Inc., “Your Latino Voice.” Nosotros is an educational, bilingual program that provides information, positive messages, hope and values along with Latin music. Fanny also co-founded the Latino Festival; the Hispanic Coalition NY, Inc. 16 and the Latino Scholarship in CNY Community Foundation. Fanny is a graduate from St. Martin of Porres University College of Law. She is working on her second Master’s Degree at the Maxwell School, Syracuse University. Fanny lives in Syracuse and has two sons, Brian and Carlos. Her personal goal is to assist all individuals to ignite self-discovery. and the Latino Scholarship in CNY Community Foundation. Fanny is a graduate from St. Martin of Porres University College of Law. She is working on her second Master’s Degree at the Maxwell School, Syracuse University. Fanny lives in Syracuse and has two sons, Brian and Carlos. Her personal goal is to assist all individuals to ignite self-discovery. APPENDIX B AGENCY PERFORMANCE EVALUATIONS Board Self-Evaluation Somewhat Somewhat Criteria Agree Agree Disagree Disagree Board members have a shared understanding of the mission 7 and purpose of the Agency. The policies, practices and decisions of the Board are always 7 consistent with this mission. Board members comprehend their role and fiduciary 7 responsibilities and hold themselves and each other to these principles. The Board has adopted policies, by-laws, and practices for the 7 governance, management and operations of the Agency and reviews these annually. The decisions made by Board members are arrived at through 7 independent judgment and deliberation, free of political influence, pressure or self-interest. Individual Board members communicate effectively with 7 executive staff to be well informed on the status of all-important issues. Board members are knowledgeable about the Agency’s 7 programs, financial statements, reporting requirements, and other transactions. The Board meets to review and approve all documents and 6 1 reports prior to public release and is confident that the information being presented is accurate and complete. The Board knows the statutory obligations of the Agency and if 6 1 the Agency is in compliance with state law. Board and committee meetings facilitate open, deliberate and 7 thorough discussion, and the active participation of members. Board members have sufficient opportunity review material 7 and discuss recommendations before decisions are made and votes taken. Individual Board members feel empowered to delay votes, 7 defer agenda items, or table actions if they feel additional information or discussion is required. The Board works with management to implement risk 7 mitigation strategies before problems occur. Board members demonstrate leadership and vision and work 7 respectfully with each other. All members responded APPENDIX B AGENCY PERFORMANCE EVALUATIONS Board Self-Evaluation Somewhat Somewhat Criteria Agree Agree Disagree Disagree Board members have a shared understanding of the mission 7 and purpose of the Agency. The policies, practices and decisions of the Board are always 7 consistent with this mission. Board members comprehend their role and fiduciary 7 responsibilities and hold themselves and each other to these principles. The Board has adopted policies, by-laws, and practices for the 7 governance, management and operations of the Agency and reviews these annually. The decisions made by Board members are arrived at through 7 independent judgment and deliberation, free of political influence, pressure or self-interest. Individual Board members communicate effectively with 7 executive staff to be well informed on the status of all-important issues. Board members are knowledgeable about the Agency’s 7 programs, financial statements, reporting requirements, and other transactions. The Board meets to review and approve all documents and 6 1 reports prior to public release and is confident that the information being presented is accurate and complete. The Board knows the statutory obligations of the Agency and if 6 1 the Agency is in compliance with state law. Board and committee meetings facilitate open, deliberate and 7 thorough discussion, and the active participation of members. Board members have sufficient opportunity review material 7 and discuss recommendations before decisions are made and votes taken. Individual Board members feel empowered to delay votes, 7 defer agenda items, or table actions if they feel additional information or discussion is required. The Board works with management to implement risk 7 mitigation strategies before problems occur. Board members demonstrate leadership and vision and work 7 respectfully with each other. All members responded 17 Staff Evaluation Does the staff have an understanding of the 7 mission, duties & responsibilities of the Agency? Does the staff sufficiently fulfill the Board’s 7 administrative duties? Does the staff provide the Board with the 7 information necessary for the Board to fulfill its duties in a prudent and timely manner? Does the staff encourage open discussion at 7 Agency meetings by presenting information and responding to inquiries from board members, clearly and openly? Does the staff acknowledge to the Board a 6 1 financial or other conflict of interest, as defined in Agency policy, with any project that may come before the Board during a staff member’s tenure with the Board? Has each staff member submitted executed 6 1 copies of each administrative document required of him/her by the County Legislature, State Statute or Regulation, or Board policies? 18 Governance Committee Self-Evaluation 17 Staff Evaluation Does the staff have an understanding of the 7 mission, duties & responsibilities of the Agency? Does the staff sufficiently fulfill the Board’s 7 administrative duties? Does the staff provide the Board with the 7 information necessary for the Board to fulfill its duties in a prudent and timely manner? Does the staff encourage open discussion at 7 Agency meetings by presenting information and responding to inquiries from board members, clearly and openly? Does the staff acknowledge to the Board a 6 1 financial or other conflict of interest, as defined in Agency policy, with any project that may come before the Board during a staff member’s tenure with the Board? Has each staff member submitted executed 6 1 copies of each administrative document required of him/her by the County Legislature, State Statute or Regulation, or Board policies? 18 Governance Committee Self-Evaluation Somewhat Somewhat Criteria Agree Agree Disagree Disagree Do Committee members understand the 3 Committee’s charter, duties & responsibilities as exhibited by its formal agendas, actions and reports? Is the Committee comprised of members who 3 are independent as defined by the NYS Authorities Budget Office and who bring a body of expertise, knowledge, and experience necessary to understand and fulfill the goals and duties of the Committee? Does the Committee require a member to 3 recuse him/herself if an appearance of a financial or other conflict might appear to influence a vote of the committee member or the committee as a whole? Does the Committee require a member to 3 acknowledge a financial conflict of interest, as defined in Board policy, with any project or action that has come before the Committee during the tenure of the Committee member? Does the Committee receive advance copies of 3 agendas and supporting material necessary for it to make an informed determinations or recommendations to the Board? Does the Committee acknowledge and 3 encourage open discussion by its members and staff during committee meetings? Does the Committee present a self-evaluation 3 to the Board annually, including an examination the Committee Charter? Somewhat Somewhat Criteria Agree Agree Disagree Disagree Do Committee members understand the 3 Committee’s charter, duties & responsibilities as exhibited by its formal agendas, actions and reports? Is the Committee comprised of members who 3 are independent as defined by the NYS Authorities Budget Office and who bring a body of expertise, knowledge, and experience necessary to understand and fulfill the goals and duties of the Committee? Does the Committee require a member to 3 recuse him/herself if an appearance of a financial or other conflict might appear to influence a vote of the committee member or the committee as a whole? Does the Committee require a member to 3 acknowledge a financial conflict of interest, as defined in Board policy, with any project or action that has come before the Committee during the tenure of the Committee member? Does the Committee receive advance copies of 3 agendas and supporting material necessary for it to make an informed determinations or recommendations to the Board? Does the Committee acknowledge and 3 encourage open discussion by its members and staff during committee meetings? Does the Committee present a self-evaluation 3 to the Board annually, including an examination the Committee Charter? 19 Finance Committee Self-Evaluation Somewhat Somewhat Criteria Agree Agree Disagree Disagree Do Committee members understand the 3 Committee’s charter, duties & responsibilities as exhibited by its formal agendas, actions and reports? Is the Committee comprised of members who 3 are independent as defined by the NYS Authorities Budget Office and who bring a body of expertise, knowledge, and experience necessary to understand and fulfill the goals and duties of the Committee? Does the Committee require a member to 3 recuse him/herself if an appearance of a financial or other conflict might appear to influence a vote of the committee member or the committee as a whole? Does the Committee require a member to 3 acknowledge a financial conflict of interest, as defined in Board policy, with any project or action that has come before the Committee during the tenure of the Committee member? Does the Committee receive advance copies of 3 agendas and supporting material necessary for it to make an informed determinations or recommendations to the Board? Does the Committee acknowledge and 3 encourage open discussion by its members and staff during committee meetings? Does the Committee present a self-evaluation 3 to the Board annually, including an examination the Committee Charter? 19 Finance Committee Self-Evaluation Somewhat Somewhat Criteria Agree Agree Disagree Disagree Do Committee members understand the 3 Committee’s charter, duties & responsibilities as exhibited by its formal agendas, actions and reports? Is the Committee comprised of members who 3 are independent as defined by the NYS Authorities Budget Office and who bring a body of expertise, knowledge, and experience necessary to understand and fulfill the goals and duties of the Committee? Does the Committee require a member to 3 recuse him/herself if an appearance of a financial or other conflict might appear to influence a vote of the committee member or the committee as a whole? Does the Committee require a member to 3 acknowledge a financial conflict of interest, as defined in Board policy, with any project or action that has come before the Committee during the tenure of the Committee member? Does the Committee receive advance copies of 3 agendas and supporting material necessary for it to make an informed determinations or recommendations to the Board? Does the Committee acknowledge and 3 encourage open discussion by its members and staff during committee meetings? Does the Committee present a self-evaluation 3 to the Board annually, including an examination the Committee Charter? 20 Audit Committee Self-Evaluation Somewhat Somewhat Criteria Agree Agree Disagree Disagree Do Committee members understand the 3 Committee’s charter, duties & responsibilities as exhibited by its formal agendas, actions and reports? Is the Committee comprised of members who 3 are independent as defined by the NYS Authorities Budget Office and who bring a body of expertise, knowledge, and experience necessary to understand and fulfill the goals and duties of the Committee? Does the Committee require a member to 3 recuse him/herself if an appearance of a financial or other conflict might appear to influence a vote of the committee member or the committee as a whole? Does the Committee require a member to 3 acknowledge a financial conflict of interest, as defined in Board policy, with any project or action that has come before the Committee during the tenure of the Committee member? Does the Committee receive advance copies of 3 agendas and supporting material necessary for it to make an informed determinations or recommendations to the Board? Does the Committee acknowledge and 3 encourage open discussion by its members and staff during committee meetings? Does the Committee present a self-evaluation 3 to the Board annually, including an examination the Committee Charter? 20 Audit Committee Self-Evaluation Somewhat Somewhat Criteria Agree Agree Disagree Disagree Do Committee members understand the 3 Committee’s charter, duties & responsibilities as exhibited by its formal agendas, actions and reports? Is the Committee comprised of members who 3 are independent as defined by the NYS Authorities Budget Office and who bring a body of expertise, knowledge, and experience necessary to understand and fulfill the goals and duties of the Committee? Does the Committee require a member to 3 recuse him/herself if an appearance of a financial or other conflict might appear to influence a vote of the committee member or the committee as a whole? Does the Committee require a member to 3 acknowledge a financial conflict of interest, as defined in Board policy, with any project or action that has come before the Committee during the tenure of the Committee member? Does the Committee receive advance copies of 3 agendas and supporting material necessary for it to make an informed determinations or recommendations to the Board? Does the Committee acknowledge and 3 encourage open discussion by its members and staff during committee meetings? Does the Committee present a self-evaluation 3 to the Board annually, including an examination the Committee Charter? 21 21 APPENDIX C APPENDIX C RESTATED BYLAWS OF ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY RESTATED BYLAWS OF ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY ARTICLE I THE AGENCY Section 1. Name. The name of the Agency shall be "Onondaga County Industrial Development Agency." Section 2. Seal of Agency. The seal of the Agency shall be in the form of a circle and shall bear the name of the Agency and the year of its organization. Section 3. Office of Agency. The office of the Agency shall be at the Onondaga County 333 W. Washington Street, Suite 130, Syracuse, New York, or at such other address in the County of Onondaga as shall be determined by the Agency from time to time. ARTICLE I THE AGENCY Section 1. Name. The name of the Agency shall be "Onondaga County Industrial Development Agency." Section 2. Seal of Agency. The seal of the Agency shall be in the form of a circle and shall bear the name of the Agency and the year of its organization. Section 3. Office of Agency. The office of the Agency shall be at the Onondaga County 333 W. Washington Street, Suite 130, Syracuse, New York, or at such other address in the County of Onondaga as shall be determined by the Agency from time to time. ARTICLE II OFFICERS Section 1. Officers. The officers of the Agency shall be a Chairman, a Vice Chairman, an Executive Director, a Secretary, a Treasurer, one or more Assistant Secretary(s) and an Assistant Treasurer. Section 2. Chair. The Chairman shall be a member of the Agency and preside at all meetings of the Agency. The Chairman shall submit recommendations and such information as deemed pertinent concerning the business, affairs and policies of the Agency at each meeting. The Chairman shall appoint committee members and assign a chair for each committee. Section 3. Vice Chairman. The Vice Chairman shall be a member of the Agency and perform the duties of the Chairman in the absence or incapacity of the Chairman. In the event of the resignation, removal or death of the Chairman, the Vice Chairman shall automatically succeed to the office of the Chairman and serve for the unexpired term of such office. ARTICLE II OFFICERS Section 1. Officers. The officers of the Agency shall be a Chairman, a Vice Chairman, an Executive Director, a Secretary, a Treasurer, one or more Assistant Secretary(s) and an Assistant Treasurer. Section 2. Chair. The Chairman shall be a member of the Agency and preside at all meetings of the Agency. The Chairman shall submit recommendations and such information as deemed pertinent concerning the business, affairs and policies of the Agency at each meeting. The Chairman shall appoint committee members and assign a chair for each committee. Section 3. Vice Chairman. The Vice Chairman shall be a member of the Agency and perform the duties of the Chairman in the absence or incapacity of the Chairman. In the event of the resignation, removal or death of the Chairman, the Vice Chairman shall automatically succeed to the office of the Chairman and serve for the unexpired term of such office. Section 4. Secretary. The Secretary may, but need not, be a member of the Agency. The Secretary shall keep all records of the Agency, shall act as Secretary at the meetings of the Agency, shall keep a record of all votes, shall record the proceedings of the Agency in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to this office. The Secretary shall have custody of the seal of the Agency and the power to affix such seal to all agreements, contracts, deeds, bonds or other evidences of indebtedness and all other instruments of the Agency authorized by the Agency to be executed and the power to attest (by manual or facsimile signature) such seal. The Secretary may, in their discretion, delegate some or all of the Secretary’s duties to the Assistant Secretary. Section 5. Assistant Secretary. The Assistant Secretary may, but need not, be a member of the Agency. The Assistant Secretary shall perform the duties of the Secretary in their absence or incapacity of the Secretary or if so requested by the Secretary. In case of the resignation or death of the Secretary, 22 the Assistant Secretary shall perform the duties of the Secretary until such time as the Agency shall appoint a new Secretary. Section 4. Secretary. The Secretary may, but need not, be a member of the Agency. The Secretary shall keep all records of the Agency, shall act as Secretary at the meetings of the Agency, shall keep a record of all votes, shall record the proceedings of the Agency in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to this office. The Secretary shall have custody of the seal of the Agency and the power to affix such seal to all agreements, contracts, deeds, bonds or other evidences of indebtedness and all other instruments of the Agency authorized by the Agency to be executed and the power to attest (by manual or facsimile signature) such seal. The Secretary may, in their discretion, delegate some or all of the Secretary’s duties to the Assistant Secretary. Section 5. Assistant Secretary. The Assistant Secretary may, but need not, be a member of the Agency. The Assistant Secretary shall perform the duties of the Secretary in their absence or incapacity of the Secretary or if so requested by the Secretary. In case of the resignation or death of the Secretary, 22 the Assistant Secretary shall perform the duties of the Secretary until such time as the Agency shall appoint a new Secretary. Section 6. Treasurer. The Treasurer shall not be a member of the Agency. The Treasurer shall be the Chief Financial Officer of the Agency. They shall have the care and custody of all funds of the Agency and shall deposit all such funds in the name of the Agency as the Agency may designate. Except as otherwise authorized by resolution of the Agency, the Treasurer shall sign all checks for the payment of money by the Agency pursuant to the direction of the Agency. Except as otherwise authorized by resolution of the Agency, all such checks shall be countersigned by the Chairman, the Vice-Chairman or Executive Director. The Treasurer shall keep regular books of accounts showing receipts and expenditures. He shall render to the Agency at each regular meeting an account of the financial transactions and the current financial condition of the Agency. Section 7. Assistant Treasurer. The Assistant Treasurer shall not be a member of the Agency. The Assistant Treasurer shall perform the duties of the Treasurer in the absence of incapacity of the Treasurer. In the event of the resignation or death of the Treasurer, the Assistant Treasurer shall perform the duties of the Treasurer until such time as the Agency shall appoint a new Treasurer. Section 6. Treasurer. The Treasurer shall not be a member of the Agency. The Treasurer shall be the Chief Financial Officer of the Agency. They shall have the care and custody of all funds of the Agency and shall deposit all such funds in the name of the Agency as the Agency may designate. Except as otherwise authorized by resolution of the Agency, the Treasurer shall sign all checks for the payment of money by the Agency pursuant to the direction of the Agency. Except as otherwise authorized by resolution of the Agency, all such checks shall be countersigned by the Chairman, the Vice-Chairman or Executive Director. The Treasurer shall keep regular books of accounts showing receipts and expenditures. He shall render to the Agency at each regular meeting an account of the financial transactions and the current financial condition of the Agency. Section 7. Assistant Treasurer. The Assistant Treasurer shall not be a member of the Agency. The Assistant Treasurer shall perform the duties of the Treasurer in the absence of incapacity of the Treasurer. In the event of the resignation or death of the Treasurer, the Assistant Treasurer shall perform the duties of the Treasurer until such time as the Agency shall appoint a new Treasurer. Section 7A. Executive Director. The Executive Director shall be the Chief Executive Officer of the Agency and shall not be a member of the Agency. The Executive Director shall be appointed by the Agency, and shall have general supervision over the administration of the business and affairs of the Agency, subject to the direction of the Agency. The Executive Director shall be charged with the management of all projects of the Agency. The Executive Director shall sign (manually or by facsimile signature) all agreements, contracts, deeds, bonds or other evidence of indebtedness and any other instruments of the Agency on behalf of the Agency, except as otherwise authorized or directed by resolution of the Agency. Section 8. Additional Duties. In the absence or incapacity of the Treasurer and Assistant Treasurer, the other officers of the Agency shall have the care and custody of all funds of the Agency and the power to deposit the same in the name of the Agency in such bank or banks as the Agency may designate, and shall have the power to sign all checks of the Agency for the payment of money and the power to pay out and disburse such moneys under the direction of the Agency. In addition, all officers of the Agency shall perform such other duties and functions as may from time to time be required by the Agency, by its bylaws, or by its rules and regulations. Section 7A. Executive Director. The Executive Director shall be the Chief Executive Officer of the Agency and shall not be a member of the Agency. The Executive Director shall be appointed by the Agency, and shall have general supervision over the administration of the business and affairs of the Agency, subject to the direction of the Agency. The Executive Director shall be charged with the management of all projects of the Agency. The Executive Director shall sign (manually or by facsimile signature) all agreements, contracts, deeds, bonds or other evidence of indebtedness and any other instruments of the Agency on behalf of the Agency, except as otherwise authorized or directed by resolution of the Agency. Section 8. Additional Duties. In the absence or incapacity of the Treasurer and Assistant Treasurer, the other officers of the Agency shall have the care and custody of all funds of the Agency and the power to deposit the same in the name of the Agency in such bank or banks as the Agency may designate, and shall have the power to sign all checks of the Agency for the payment of money and the power to pay out and disburse such moneys under the direction of the Agency. In addition, all officers of the Agency shall perform such other duties and functions as may from time to time be required by the Agency, by its bylaws, or by its rules and regulations. Section 9. Appointment of Officers. All officers of the Agency shall be appointed at the Annual Meeting of the Agency. All officers shall hold offices for one year or until their successors are appointed. If the term of an Agency member should terminate, their term of office as an officer shall also terminate. The Chief Executive Officer and the Chief Financial Officer shall not be members of the Agency. Section 10. Members of Agency. There shall be seven members of the Agency who shall receive no compensation for their services but shall be entitled to the necessary expenses, including traveling expenses, incurred in the discharge of their duties. The term of the office of each member of the Agency shall be by appointment of the Onondaga County Legislature and each member shall continue to hold office until his successor is appointed and has qualified. 23 Section 11. Vacancies. Should any office except that of Chairman become vacant, the Agency shall appoint a successor at the next regular meeting, and such appointment shall be for the unexpired term of said office. Section 9. Appointment of Officers. All officers of the Agency shall be appointed at the Annual Meeting of the Agency. All officers shall hold offices for one year or until their successors are appointed. If the term of an Agency member should terminate, their term of office as an officer shall also terminate. The Chief Executive Officer and the Chief Financial Officer shall not be members of the Agency. Section 10. Members of Agency. There shall be seven members of the Agency who shall receive no compensation for their services but shall be entitled to the necessary expenses, including traveling expenses, incurred in the discharge of their duties. The term of the office of each member of the Agency shall be by appointment of the Onondaga County Legislature and each member shall continue to hold office until his successor is appointed and has qualified. 23 Section 11. Vacancies. Should any office except that of Chairman become vacant, the Agency shall appoint a successor at the next regular meeting, and such appointment shall be for the unexpired term of said office. Section 12. Additional Personnel. The Agency may from time to time employ such personnel, as it deems necessary to exercise its powers, duties and functions as prescribed by the New York State Industrial Development Agency Act, as amended, and all other laws of the State of New York applicable thereto. The selection and compensation of all personnel shall be determined by the Agency subject to the laws of the State of New York. Section 12. Additional Personnel. The Agency may from time to time employ such personnel, as it deems necessary to exercise its powers, duties and functions as prescribed by the New York State Industrial Development Agency Act, as amended, and all other laws of the State of New York applicable thereto. The selection and compensation of all personnel shall be determined by the Agency subject to the laws of the State of New York. ARTICLE III MEETINGS Section 1. Annual Meeting. The Annual Meeting of the Agency shall be held in January at the regular meeting place of the Agency or such other time and place as the Agency shall determine. Section 2. Meetings. Meetings of the Agency may be held at such times and places as from time to time may be determined by the Agency. The Chairman of the Agency may, when he deems it desirable, and shall, upon the written request of two members of the Agency, call a special meeting of the Agency. Notice of all meetings shall be sent by United States mail, electronic mail, or delivered to the residence or business address of each member, and to Agency Counsel, at least four days prior to the day the meeting is to occur. Whenever possible the notice shall set forth the matters to be considered at the meeting. Waivers of notice may be signed by any member or members who were not properly noticed. ARTICLE III MEETINGS Section 1. Annual Meeting. The Annual Meeting of the Agency shall be held in January at the regular meeting place of the Agency or such other time and place as the Agency shall determine. Section 2. Meetings. Meetings of the Agency may be held at such times and places as from time to time may be determined by the Agency. The Chairman of the Agency may, when he deems it desirable, and shall, upon the written request of two members of the Agency, call a special meeting of the Agency. Notice of all meetings shall be sent by United States mail, electronic mail, or delivered to the residence or business address of each member, and to Agency Counsel, at least four days prior to the day the meeting is to occur. Whenever possible the notice shall set forth the matters to be considered at the meeting. Waivers of notice may be signed by any member or members who were not properly noticed. Section 3. Executive Sessions. Upon motion identifying the general area(s) of the subject(s) to be considered and a majority vote of the membership, an executive session may be entered into and conducted by the Agency for the reasons enumerated in Public Officers Law § 105. During an executive session the Agency may take action on the matters which are the subject of the executive session, however, no action by formal vote may be taken in an executive session to appropriate public moneys. Minutes must be taken of any action that is taken by formal vote, and must consist of a record or summary of a final determination and the vote thereon. The minutes do not need to include any matters not required to be made available to the public pursuant to FOIL. Section 4. Quorum. At all meetings of the Agency, a majority of the Agency shall constitute a quorum for the purpose of transacting business; provided that a small number may meet and adjourn to some other time or until a quorum is obtained. Section 3. Executive Sessions. Upon motion identifying the general area(s) of the subject(s) to be considered and a majority vote of the membership, an executive session may be entered into and conducted by the Agency for the reasons enumerated in Public Officers Law § 105. During an executive session the Agency may take action on the matters which are the subject of the executive session, however, no action by formal vote may be taken in an executive session to appropriate public moneys. Minutes must be taken of any action that is taken by formal vote, and must consist of a record or summary of a final determination and the vote thereon. The minutes do not need to include any matters not required to be made available to the public pursuant to FOIL. Section 4. Quorum. At all meetings of the Agency, a majority of the Agency shall constitute a quorum for the purpose of transacting business; provided that a small number may meet and adjourn to some other time or until a quorum is obtained. ARTICLE IV AMENDMENTS Section 1. Amendments to Bylaws. The bylaws of the Agency may be amended with the approval of a majority of all the members of the Agency at a meeting, but no such amendment shall be adopted unless written notice thereof has been previously given to all members of the Agency. 24 ARTICLE IV AMENDMENTS Section 1. Amendments to Bylaws. The bylaws of the Agency may be amended with the approval of a majority of all the members of the Agency at a meeting, but no such amendment shall be adopted unless written notice thereof has been previously given to all members of the Agency. 24 ARTICLE V PROJECTS Section 1. Site of Agency Projects. The Agency shall take local and state land use and environmental laws and regulations into consideration when reviewing and approving a project. Section 2. Compliance with Laws. The Agency shall not approve the delivery of bonds for a project, which, at the time of such delivery is known by the Agency after reasonable inquiry to be in material violation of applicable zoning, environmental, labor or health laws or regulations, including applicable building and fire codes. ARTICLE V PROJECTS Section 1. Site of Agency Projects. The Agency shall take local and state land use and environmental laws and regulations into consideration when reviewing and approving a project. Section 2. Compliance with Laws. The Agency shall not approve the delivery of bonds for a project, which, at the time of such delivery is known by the Agency after reasonable inquiry to be in material violation of applicable zoning, environmental, labor or health laws or regulations, including applicable building and fire codes. ARTICLE VI COMMITTEES Section 1. Governance Committee. The Agency shall have a governance committee to be comprised of the Agency Chairman and two other members of the Agency appointed by the Chairman. Members of the Governance Committee shall be independent members as defined by the Public Authorities Accountability Act of 2005, as amended from time to time. It shall be the responsibility of the members of the Governance Committee to keep the members informed of current best governance practices; to review corporate governance trends, to update the Agency’s corporate governance principles and to advise on the skills and experiences required of potential Agency members. The Governance Committee shall have such other purposes, powers, responsibilities and governance as provided in any charter adopted by the members of the Agency. ARTICLE VI COMMITTEES Section 1. Governance Committee. The Agency shall have a governance committee to be comprised of the Agency Chairman and two other members of the Agency appointed by the Chairman. Members of the Governance Committee shall be independent members as defined by the Public Authorities Accountability Act of 2005, as amended from time to time. It shall be the responsibility of the members of the Governance Committee to keep the members informed of current best governance practices; to review corporate governance trends, to update the Agency’s corporate governance principles and to advise on the skills and experiences required of potential Agency members. The Governance Committee shall have such other purposes, powers, responsibilities and governance as provided in any charter adopted by the members of the Agency. Section 2. Audit Committee. The Agency shall have an audit committee to be comprised of the Agency Chairman and two other members of the Agency appointed by the Chairman. Members of the Audit Committee shall be independent members as defined by the Public Authorities Accountability Act of 2005, as amended from time to time. It shall be the responsibility of the Audit Committee to recommend to the Agency the hiring of a certified independent accounting firm for the Agency, establish the compensation to be paid to the accounting firm and provide direct oversight of the performance of the independent audit performed by the accounting firm hired for such purpose. The Audit Committee shall have such other purposes, powers, responsibilities and governance as provided in any charter adopted by the members of the Agency. Section 2. Audit Committee. The Agency shall have an audit committee to be comprised of the Agency Chairman and two other members of the Agency appointed by the Chairman. Members of the Audit Committee shall be independent members as defined by the Public Authorities Accountability Act of 2005, as amended from time to time. It shall be the responsibility of the Audit Committee to recommend to the Agency the hiring of a certified independent accounting firm for the Agency, establish the compensation to be paid to the accounting firm and provide direct oversight of the performance of the independent audit performed by the accounting firm hired for such purpose. The Audit Committee shall have such other purposes, powers, responsibilities and governance as provided in any charter adopted by the members of the Agency. Section 3. Finance Committee. The Agency shall have a finance committee to be comprised by the three members of the Agency appointed by the Chairman. Members of the Finance Committee shall be independent members as defined by the Public Authorities Accountability Act of 2009, as amended from time to time. 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 and retain and consult with, at the Agency’s expense, such outside counsel, experts and other advisors as the Finance Committee may deem appropriate. The Finance Committee shall have such other purposes, powers, responsibilities and governance as provided by any charter adopted by the members of the Agency. 25 Section 4. Other Committees. The Agency may designate from among its members other committees, each consisting of one or more members, and each of which, to the extent provided in the resolution or committee charter, shall have all the authority of the Agency members, except as otherwise provided by law. Amended: July 22, 1985 Amended: September 11, 1996 Restated: January 14, 1997 Amended: May 12, 2005 Amended August 9, 2007 Amended April 9, 2009 Amended April 14, 2012 Amended December 11, 2012 Section 3. Finance Committee. The Agency shall have a finance committee to be comprised by the three members of the Agency appointed by the Chairman. Members of the Finance Committee shall be independent members as defined by the Public Authorities Accountability Act of 2009, as amended from time to time. 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 and retain and consult with, at the Agency’s expense, such outside counsel, experts and other advisors as the Finance Committee may deem appropriate. The Finance Committee shall have such other purposes, powers, responsibilities and governance as provided by any charter adopted by the members of the Agency. 25 Section 4. Other Committees. The Agency may designate from among its members other committees, each consisting of one or more members, and each of which, to the extent provided in the resolution or committee charter, shall have all the authority of the Agency members, except as otherwise provided by law. Amended: July 22, 1985 Amended: September 11, 1996 Restated: January 14, 1997 Amended: May 12, 2005 Amended August 9, 2007 Amended April 9, 2009 Amended April 14, 2012 Amended December 11, 2012 26 26 APPENDIX D APPENDIX D CODE OF ETHICS ARTICLE I. PURPOSE AND CONSTRUCTION The Citizens of Onondaga County are entitled to expect the highest degree of conduct on the part of the Onondaga County Industrial Development Agency (the “Agency”) officers, employees and members. The members of the Agency recognize that there must be rules of ethical conduct for its officers, employees and appointed officials to observe if a high degree of moral conduct is to be obtained and if public confidence is to be maintained in the Agency. It is the purpose of this Code of Ethics to promulgate these rules of ethical conduct for the officers, employees and members of the Agency. These rules shall serve as a guide for official conduct of such officers, employees and members. CODE OF ETHICS ARTICLE I. PURPOSE AND CONSTRUCTION The Citizens of Onondaga County are entitled to expect the highest degree of conduct on the part of the Onondaga County Industrial Development Agency (the “Agency”) officers, employees and members. The members of the Agency recognize that there must be rules of ethical conduct for its officers, employees and appointed officials to observe if a high degree of moral conduct is to be obtained and if public confidence is to be maintained in the Agency. It is the purpose of this Code of Ethics to promulgate these rules of ethical conduct for the officers, employees and members of the Agency. These rules shall serve as a guide for official conduct of such officers, employees and members. ARTICLE II. DEFINITIONS Section 2.1. Unless otherwise specifically indicated, for purposes of this Code of Ethics, the following terms shall have the following meanings: (a) "Agency" means the Onondaga County Industrial Development Agency. (b) "Appropriate body" pursuant to Article 18 of General Municipal Law means the Board of Ethics of the County of Onondaga. (c) "Child" means any son, daughter, step-son or step-daughter of an Agency officer, employee or member if such child is under 18 or is a dependent of the officer, employee or member as defined in the Internal Revenue Code Section 152(a)(1) and (2) and any amendments thereto. (d) "County" means the County of Onondaga. ARTICLE II. DEFINITIONS Section 2.1. Unless otherwise specifically indicated, for purposes of this Code of Ethics, the following terms shall have the following meanings: (a) "Agency" means the Onondaga County Industrial Development Agency. (b) "Appropriate body" pursuant to Article 18 of General Municipal Law means the Board of Ethics of the County of Onondaga. (c) "Child" means any son, daughter, step-son or step-daughter of an Agency officer, employee or member if such child is under 18 or is a dependent of the officer, employee or member as defined in the Internal Revenue Code Section 152(a)(1) and (2) and any amendments thereto. (d) "County" means the County of Onondaga. (e) "Interest" means a direct or indirect pecuniary or material benefit accruing to an Agency officer, employee or member, his or her spouse, or child whether as the result of a contract with the Agency or otherwise. For the purpose of this Code of Ethics, an Agency officer, employee or member shall be deemed to have an interest in the contract of (i) his/her spouse and children, except a contract of employment with the Agency (ii) a firm, partnership or association of which such officer, employee or member or his/her spouse or child is a member or employee; (iii) a corporation of which such officer, employee or member, or his/her spouse or child is an officer or director; and (iv) a corporation of which more than 5% of the outstanding capital stock is owned by an officer, employee or member, or his/her spouse or child. (f) "Relative" means a spouse or child of an Agency officer, employee or member. 27 (g) "Spouse" means the husband or wife of an officer, employee or member subject to the provisions of this Code of Ethics unless legally separated from such officer, employee or member. (e) "Interest" means a direct or indirect pecuniary or material benefit accruing to an Agency officer, employee or member, his or her spouse, or child whether as the result of a contract with the Agency or otherwise. For the purpose of this Code of Ethics, an Agency officer, employee or member shall be deemed to have an interest in the contract of (i) his/her spouse and children, except a contract of employment with the Agency (ii) a firm, partnership or association of which such officer, employee or member or his/her spouse or child is a member or employee; (iii) a corporation of which such officer, employee or member, or his/her spouse or child is an officer or director; and (iv) a corporation of which more than 5% of the outstanding capital stock is owned by an officer, employee or member, or his/her spouse or child. (f) "Relative" means a spouse or child of an Agency officer, employee or member. 27 (g) "Spouse" means the husband or wife of an officer, employee or member subject to the provisions of this Code of Ethics unless legally separated from such officer, employee or member. ARTICLE III. CODE OF ETHICS There is hereby established and adopted a code of ethics containing the following standards of conduct for officers, employees and members of the Agency. Section 3.1. a. Conflict of Interest. No officer, employee or member of the Agency should have any interest, financial or otherwise, direct or indirect, or engage in any business or transaction or professional activity or incur any obligation of any nature, which is in substantial conflict with the proper discharge of his duties in the public interest. b. Impressions. No officer, employee or member of the Agency should by his conduct give reasonable basis for the impression that any person can improperly influence him or unduly enjoy his favor in the performance of his official duties, or that he is affected by the kinship, rank, position or influence of any party or person. An officer or employee or member of the Agency should endeavor to pursue a course of conduct, which will not raise suspicion among the public that he is likely to be engaged in acts that are in violation of his trust. ARTICLE III. CODE OF ETHICS There is hereby established and adopted a code of ethics containing the following standards of conduct for officers, employees and members of the Agency. Section 3.1. a. Conflict of Interest. No officer, employee or member of the Agency should have any interest, financial or otherwise, direct or indirect, or engage in any business or transaction or professional activity or incur any obligation of any nature, which is in substantial conflict with the proper discharge of his duties in the public interest. b. Impressions. No officer, employee or member of the Agency should by his conduct give reasonable basis for the impression that any person can improperly influence him or unduly enjoy his favor in the performance of his official duties, or that he is affected by the kinship, rank, position or influence of any party or person. An officer or employee or member of the Agency should endeavor to pursue a course of conduct, which will not raise suspicion among the public that he is likely to be engaged in acts that are in violation of his trust. c. Receipt or Benefit. No officer, employee, or member of the Agency shall use or attempt to use his official position to secure unwarranted privileges or exemptions for himself or others, including directly or indirectly soliciting, accepting or agreeing to accept any benefit from another person upon an agreement that his/her vote, opinion, judgment, action, decision or exercise of discretion as an Agency officer, employee or member will thereby be influenced. A donation to a person seeking public or party office or to a committee supporting the efforts of such person shall not be considered such a benefit hereunder. d. Confidential Information. No officer or employee or member of the Agency shall disclose information which is lawfully confidential and acquired by him in the course of his official duties or use such information to further his personal interests. e. Representation before the Agency. An officer, employee or member of the Agency shall not receive or enter into any agreement, express or implied, for compensation or benefit to himself or a relative, directly or indirectly, for services to be rendered in relation to any matter before the Agency. c. Receipt or Benefit. No officer, employee, or member of the Agency shall use or attempt to use his official position to secure unwarranted privileges or exemptions for himself or others, including directly or indirectly soliciting, accepting or agreeing to accept any benefit from another person upon an agreement that his/her vote, opinion, judgment, action, decision or exercise of discretion as an Agency officer, employee or member will thereby be influenced. A donation to a person seeking public or party office or to a committee supporting the efforts of such person shall not be considered such a benefit hereunder. d. Confidential Information. No officer or employee or member of the Agency shall disclose information which is lawfully confidential and acquired by him in the course of his official duties or use such information to further his personal interests. e. Representation before the Agency. An officer, employee or member of the Agency shall not receive or enter into any agreement, express or implied, for compensation or benefit to himself or a relative, directly or indirectly, for services to be rendered in relation to any matter before the Agency. f. Disclosure of interest in any Agency Contract. To the extent that he knows thereof, any officer, employee or member of the Agency who has any interest in any contract or agreement of the Agency shall make prior disclosure in writing to the Chairman of the Agency and to the Agency’s Counsel and shall withdraw from participation in any Agency process with respect thereto, subject to Section 801 of the General Municipal Law relating to prohibited conflicts of interest. g. Partnership, unincorporated association or corporation. No partnership or unincorporated association of which an Agency officer, employee or member is a member or employee or in which he 28 or she has a proprietary interest, nor any corporation of which an Agency officer, employee or member is an officer or director or legally or beneficially owns or controls more than five percent (5%) of the outstanding stock, shall appear before the Agency without full disclosure to the members, subject to Section 801 of the General Municipal Law relating to prohibited conflicts of interest. f. Disclosure of interest in any Agency Contract. To the extent that he knows thereof, any officer, employee or member of the Agency who has any interest in any contract or agreement of the Agency shall make prior disclosure in writing to the Chairman of the Agency and to the Agency’s Counsel and shall withdraw from participation in any Agency process with respect thereto, subject to Section 801 of the General Municipal Law relating to prohibited conflicts of interest. g. Partnership, unincorporated association or corporation. No partnership or unincorporated association of which an Agency officer, employee or member is a member or employee or in which he 28 or she has a proprietary interest, nor any corporation of which an Agency officer, employee or member is an officer or director or legally or beneficially owns or controls more than five percent (5%) of the outstanding stock, shall appear before the Agency without full disclosure to the members, subject to Section 801 of the General Municipal Law relating to prohibited conflicts of interest. h. Investments in conflict with official duties. (i) An officer, employee or member shall not invest or hold any investment directly or indirectly in any financial, business, commercial or other private endeavor or entity, which creates a conflict with his or her Agency duties; (ii) No officer or employee or member of the Agency shall engage in any transaction as representative or agent of the Agency with any business entity in which he has a direct or indirect financial interest that might reasonably tend to conflict with the proper discharge of his official duties. i. Private employment or services. An officer, employee or member shall not engage in, solicit, negotiate for or promise to accept employment or render services for private interests when such employment or service creates a conflict of interest with or impairs the proper discharge of official Agency duties. In the event such a conflict arises with respect to a member, (s)he shall notify the Chairman of the Agency of same and withdraw from participation in any Agency process with respect thereto. h. Investments in conflict with official duties. (i) An officer, employee or member shall not invest or hold any investment directly or indirectly in any financial, business, commercial or other private endeavor or entity, which creates a conflict with his or her Agency duties; (ii) No officer or employee or member of the Agency shall engage in any transaction as representative or agent of the Agency with any business entity in which he has a direct or indirect financial interest that might reasonably tend to conflict with the proper discharge of his official duties. i. Private employment or services. An officer, employee or member shall not engage in, solicit, negotiate for or promise to accept employment or render services for private interests when such employment or service creates a conflict of interest with or impairs the proper discharge of official Agency duties. In the event such a conflict arises with respect to a member, (s)he shall notify the Chairman of the Agency of same and withdraw from participation in any Agency process with respect thereto. j. Future employment. For a period of one (1) year after the termination of service or employment with the Agency, no former officer, employee or member, on his or her own behalf, or as an employee, agent or representative of another may apply to or appear before or conduct business with respect to the Agency in any matter concerning which he or she personally rendered substantial services and made policy decisions during the period of his or her term of office, service or employment by the Agency. Said one (1) year prohibition may be waived by the members for good cause upon written application for such officer, employee or member. At the expiration of the one (1) year period and thereafter, the former officer, employee or member shall make prior disclosure in writing to the members of the nature and extent of his/her Agency involvement with matters (s)he now seeks to address with the Agency. j. Future employment. For a period of one (1) year after the termination of service or employment with the Agency, no former officer, employee or member, on his or her own behalf, or as an employee, agent or representative of another may apply to or appear before or conduct business with respect to the Agency in any matter concerning which he or she personally rendered substantial services and made policy decisions during the period of his or her term of office, service or employment by the Agency. Said one (1) year prohibition may be waived by the members for good cause upon written application for such officer, employee or member. At the expiration of the one (1) year period and thereafter, the former officer, employee or member shall make prior disclosure in writing to the members of the nature and extent of his/her Agency involvement with matters (s)he now seeks to address with the Agency. k. Offer of Employment. An officer, employee or member shall disclose in writing to the members any offer of employment received from any person, firm or corporation which, to the knowledge of such officer, employee or member, is furnishing or seeking to furnish goods or services to the Agency, if such officer, employee or member has substantial involvement or responsibility for policy making in securing such goods or services and if such officer, employee or member enters into negotiations for such employment. Such disclosure must be made whether or not such offer and negotiations are verbal or written and whether or not the offer is accepted. l. Sale of Goods or Services. No officer or employee or member of the Agency employed on a full- time basis nor any firm or association of which such Agency member, officer or employee is a member nor corporation, a substantial portion of the stock of which is owned or controlled directly or indirectly by such member, officer or employee, should sell goods or services to any person, firm, corporation or association which is licensed or whose rates are fixed by the Agency. Amended: April 9, 2009 29 k. Offer of Employment. An officer, employee or member shall disclose in writing to the members any offer of employment received from any person, firm or corporation which, to the knowledge of such officer, employee or member, is furnishing or seeking to furnish goods or services to the Agency, if such officer, employee or member has substantial involvement or responsibility for policy making in securing such goods or services and if such officer, employee or member enters into negotiations for such employment. Such disclosure must be made whether or not such offer and negotiations are verbal or written and whether or not the offer is accepted. l. Sale of Goods or Services. No officer or employee or member of the Agency employed on a full- time basis nor any firm or association of which such Agency member, officer or employee is a member nor corporation, a substantial portion of the stock of which is owned or controlled directly or indirectly by such member, officer or employee, should sell goods or services to any person, firm, corporation or association which is licensed or whose rates are fixed by the Agency. Amended: April 9, 2009 29 APPENDIX E MISSION STATEMENT & PERFORMANCE GOALS APPENDIX E MISSION STATEMENT & PERFORMANCE GOALS MISSION STATEMENT To stimulate economic development, growth, and general prosperity for the people of Onondaga County by using available incentives, rights and powers in an efficient and cooperative manner. MISSION STATEMENT To stimulate economic development, growth, and general prosperity for the people of Onondaga County by using available incentives, rights and powers in an efficient and cooperative manner. PERFORMANCE GOALS Performance Goal One: To use Agency incentives, programs and policies stimulate economic development, growth and prosperity to encourage the growth of industrial, commercial and “new economy” net-wealth generating businesses in Onondaga County. Performance Goal Two: To use Agency incentives, programs and policies stimulate economic development, growth and prosperity to encourage smart growth & sustainable investment into Onondaga County Performance Goal Three: To use Agency incentives, programs and policies stimulate economic development, growth & prosperity to support businesses striving to compete in and react to the global economy. Performance Goal Four: To use Agency incentives, programs and policies stimulate economic development, growth & prosperity to encourage entrepreneurs and new business development. Performance Goal Five: For the Agency to perform its duties in a cooperative and efficient manner through proactive open communication with its economic development partners, businesses and the community as a whole. Additional Questions 1. Have the board members acknowledged that they have read and understood the mission of the public authority? Yes 2. Who has the power to appoint the management of the public authority? The voting board members shall appoint officers at the Agency’s annual meeting. PERFORMANCE GOALS Performance Goal One: To use Agency incentives, programs and policies stimulate economic development, growth and prosperity to encourage the growth of industrial, commercial and “new economy” net-wealth generating businesses in Onondaga County. Performance Goal Two: To use Agency incentives, programs and policies stimulate economic development, growth and prosperity to encourage smart growth & sustainable investment into Onondaga County Performance Goal Three: To use Agency incentives, programs and policies stimulate economic development, growth & prosperity to support businesses striving to compete in and react to the global economy. Performance Goal Four: To use Agency incentives, programs and policies stimulate economic development, growth & prosperity to encourage entrepreneurs and new business development. Performance Goal Five: For the Agency to perform its duties in a cooperative and efficient manner through proactive open communication with its economic development partners, businesses and the community as a whole. Additional Questions 1. Have the board members acknowledged that they have read and understood the mission of the public authority? Yes 2. Who has the power to appoint the management of the public authority? The voting board members shall appoint officers at the Agency’s annual meeting. 3. If the Board appoints management, do you have a policy you follow when appointing the management of the public authority? The Agency’s by-laws serve as the policy for appointing management. 30 4. Briefly describe the role of the Board and the role of management in the implementation of the mission. Agency staff is responsible for the administration and management of the Agency’s programs and policies, and satisfaction of all statutory requirements. The Board sets all policies and programs through majority approval of the Board. 5. Has the Board acknowledged that they have read and understood the responses to each of these questions? Yes, the performance measurement report was presented to the Board for approval at the annual meeting. 31 3. If the Board appoints management, do you have a policy you follow when appointing the management of the public authority? The Agency’s by-laws serve as the policy for appointing management. 30 4. Briefly describe the role of the Board and the role of management in the implementation of the mission. Agency staff is responsible for the administration and management of the Agency’s programs and policies, and satisfaction of all statutory requirements. The Board sets all policies and programs through majority approval of the Board. 5. Has the Board acknowledged that they have read and understood the responses to each of these questions? Yes, the performance measurement report was presented to the Board for approval at the annual meeting. 31 APPENDIX F ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY REPORT ON INTERNAL CONTROLS FY 2020 Agency Mission: To stimulate economic development, growth, and general prosperity for the people of Onondaga County by using available incentives, rights and powers in an efficient and cooperative manner. APPENDIX F ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY REPORT ON INTERNAL CONTROLS FY 2020 Agency Mission: To stimulate economic development, growth, and general prosperity for the people of Onondaga County by using available incentives, rights and powers in an efficient and cooperative manner. FISCAL YEAR 2020 REPORT ON INTERNAL CONTROLS AGENCY ACTION CONTROL CONTROL PROCESS FINDING Agency Capital Projects Project Review  Statute  Written Application  Regulation  Cost Benefit Analysis  By-Laws  Staff Review  Classes of  Board Attorney Oversight Adequate Projects Policy  Board Review & Approval  Local Access  Conflict of Interest Statement Policy SEQRA Determination  Statute  Formal EAF Statement  Regulation  Staff Review  By-Laws  Attorney Review Adequate  Classes of  Board Review & Finding Projects Policy Public Hearing  Statute  Board Approval  Regulation  Written Minutes  By-Laws  Report on Public Hearing at Adequate Board Meeting  Statute  Written Application Project Inducement  Regulation  Cost Benefit Analysis  By-Laws  Staff Review  Classes of  Board Attorney Oversight Projects  Board Review & Approval Adequate  UTEP  Local Access Policy Benefit Oversight  Statute  Annual Survey of  Regulation Companies  Agency Policies  Staff Review  Exec Director Oversight Adequate Board Review & Approval of Annual Reporting  Board Attorney Oversight PILOT Benefits Oversight  Uniform Tax  Review of comparable Exemption Policy properties/ assessment value FISCAL YEAR 2020 REPORT ON INTERNAL CONTROLS AGENCY ACTION CONTROL CONTROL PROCESS FINDING Agency Capital Projects Project Review  Statute  Written Application  Regulation  Cost Benefit Analysis  By-Laws  Staff Review  Classes of  Board Attorney Oversight Adequate Projects Policy  Board Review & Approval  Local Access  Conflict of Interest Statement Policy SEQRA Determination  Statute  Formal EAF Statement  Regulation  Staff Review  By-Laws  Attorney Review Adequate  Classes of  Board Review & Finding Projects Policy Public Hearing  Statute  Board Approval  Regulation  Written Minutes  By-Laws  Report on Public Hearing at Adequate Board Meeting  Statute  Written Application Project Inducement  Regulation  Cost Benefit Analysis  By-Laws  Staff Review  Classes of  Board Attorney Oversight Projects  Board Review & Approval Adequate  UTEP  Local Access Policy Benefit Oversight  Statute  Annual Survey of  Regulation Companies  Agency Policies  Staff Review  Exec Director Oversight Adequate Board Review & Approval of Annual Reporting  Board Attorney Oversight PILOT Benefits Oversight  Uniform Tax  Review of comparable Exemption Policy properties/ assessment value 32  Statute  Review of cost of Adequate  Regulation improvements  Review by School District Superintendent, Town Supervisor, Village Mayor, and the County Executive  Review by Agency Attorney  Board Review & Approval Sales Tax Exemption  Statute  Staff Review of project Oversight  Regulation documents  Agency Policy  Attorney Review  Staff review of ST -60 and supplemental letter when Adequate additional agents are appointed for a project  Board review and approval Recapture of Benefits  Statute  Annual Survey of projects  Regulation  Annual Employment Report  Agency Policy  Staff Review of reported  Lease Documents numbers versus application numbers Adequate  Explanations from Companies  Board Review & Approval of Report & Recommendations Agency Service Contracts  Procurement  Review by Staff Policy  Attorney Review  Funding Policy  Board Review & Approval  EPP Policy &  Formal Contracts for EPP Adequate Guidelines  Annual Audit of  Inducement to Expenditures Prospects Policy Agency Fees  Project Fee Policy  Staff Review  Legal Fee Policy  Board Review & Approval  Annual Audit Adequate  Attorney Review Public Access Documents & Administration  Statute  Annual Election of Foil  Regulation Officer  Foil Policy  Annual Election of Foil Adequate Appeals Officer Public Comment  Statute  Publication of Hearing  Regulations Notices  Board By-Laws  Written Record of Adequate Proceedings 32  Statute  Review of cost of Adequate  Regulation improvements  Review by School District Superintendent, Town Supervisor, Village Mayor, and the County Executive  Review by Agency Attorney  Board Review & Approval Sales Tax Exemption  Statute  Staff Review of project Oversight  Regulation documents  Agency Policy  Attorney Review  Staff review of ST -60 and supplemental letter when Adequate additional agents are appointed for a project  Board review and approval Recapture of Benefits  Statute  Annual Survey of projects  Regulation  Annual Employment Report  Agency Policy  Staff Review of reported  Lease Documents numbers versus application numbers Adequate  Explanations from Companies  Board Review & Approval of Report & Recommendations Agency Service Contracts  Procurement  Review by Staff Policy  Attorney Review  Funding Policy  Board Review & Approval  EPP Policy &  Formal Contracts for EPP Adequate Guidelines  Annual Audit of  Inducement to Expenditures Prospects Policy Agency Fees  Project Fee Policy  Staff Review  Legal Fee Policy  Board Review & Approval  Annual Audit Adequate  Attorney Review Public Access Documents & Administration  Statute  Annual Election of Foil  Regulation Officer  Foil Policy  Annual Election of Foil Adequate Appeals Officer Public Comment  Statute  Publication of Hearing  Regulations Notices  Board By-Laws  Written Record of Adequate Proceedings 33  Report public comments to the Board for each project Agency Administration Understanding of Mission,  Statute  PAAA Training Goals, Process & Controls  Agency By-Laws  New Member Orientation  Agency Policies  Study Sessions  Annual Acknowledgement Adequate of Responsibilities  Agency Handbook - Reference Material for Board Ethics & Conflict of Interests  Statute  Annual Conflicts  Conflict of Acknowledgement Interest Policy  Annual COI statement Adequate  Agency Code of  Conflict of interest certificate Ethics signed at every meeting Agency Finances Financial Planning &  Statute  Annual Budget Expenditures  Regulation  Annual Audit  Agency Policies  County Contract for Services  Procurement  Board Monthly Review of Policy Finances  Board Approval of Monthly Adequate Payment of Bills  Signature Authority and Two Signature for all expenditures Financial Safeguards  Statute  Approval of Board of all  Procurement expenditures Policy Adequate  Travel Policy 33  Report public comments to the Board for each project Agency Administration Understanding of Mission,  Statute  PAAA Training Goals, Process & Controls  Agency By-Laws  New Member Orientation  Agency Policies  Study Sessions  Annual Acknowledgement Adequate of Responsibilities  Agency Handbook - Reference Material for Board Ethics & Conflict of Interests  Statute  Annual Conflicts  Conflict of Acknowledgement Interest Policy  Annual COI statement Adequate  Agency Code of  Conflict of interest certificate Ethics signed at every meeting Agency Finances Financial Planning &  Statute  Annual Budget Expenditures  Regulation  Annual Audit  Agency Policies  County Contract for Services  Procurement  Board Monthly Review of Policy Finances  Board Approval of Monthly Adequate Payment of Bills  Signature Authority and Two Signature for all expenditures Financial Safeguards  Statute  Approval of Board of all  Procurement expenditures Policy Adequate  Travel Policy 34 34 APPENDIX G FOUR-YEAR FINANCIAL REPORT APPENDIX G FOUR-YEAR FINANCIAL REPORT 2021 OCIDA Budget I. Expenses A. Operational Expenses 2020 2021 2022 2023 Onondaga County Office $900,000 $1,008,000 $1,008,000 $1,008,000 Marketing $15,000 $0 $0 $0 Legal Services $20,000 $50,000 $50,000 $50,000 Accounting Services $2,000 $2,000 $2,000 $2,000 Annual Audit $13,000 $13,000 $13,000 $13,000 Other Professional Services $20,000 $20,000 $20,000 $20,000 Insurance $8,000 $6,000 $6,000 $6,000 Office Expenses $3,000 $5,000 $5,000 $5,000 Meetings $15,000 $15,000 $15,000 $15,000 Rent $65,000 $65,000 $65,000 $65,000 Other Operating Exp 25,000 25,000 25,000 25,000 Sub-Total Operational Expenses $1,086,000 $1,209,000 $1,209,000 $1,209,000 B. Agency Program Expenses B. Agency Program Expenses Project Expenses $0 $0 $0 $0 Property Reserve $150,000 $150,000 $150,000 $150,000 WPCP Marketing $25,000 $25,000 $25,000 $25,000 WPCP Development $200,000 $200,000 $200,000 $200,000 North Salina $10,000 $7,000 $7,000 $7,000 800 Hiawatha $55,000 $55,000 $55,000 $55,000 Sub-Total Program Expenses $440,000 $437,000 $437,000 $437,000 Total Operational and Program $1,526,000 $1,646,000 $1,646,000 $1,646,000 Expenses II. II. Revenue Revenue Agency Revenues $1,483,000 $1,603,000 $1,603,000 $1,603,000 Interest Income $6,000 $6,000 $6,000 $6,000 Lease Payments $12,000 $12,000 $12,000 $12,000 Other Op Rev $25,000 $25,000 $25,000 $25,000 Subsidies Grants Donations $0 $0 $0 $0 Total Revenue $1,526,000 $1,646,000 $1,646,000 $1,646,000 Projected Gain or Loss $0 $0 $0 $0 2021 OCIDA Budget I. Expenses A. Operational Expenses 2020 2021 2022 2023 Onondaga County Office $900,000 $1,008,000 $1,008,000 $1,008,000 Marketing $15,000 $0 $0 $0 Legal Services $20,000 $50,000 $50,000 $50,000 Accounting Services $2,000 $2,000 $2,000 $2,000 Annual Audit $13,000 $13,000 $13,000 $13,000 Other Professional Services $20,000 $20,000 $20,000 $20,000 Insurance $8,000 $6,000 $6,000 $6,000 Office Expenses $3,000 $5,000 $5,000 $5,000 Meetings $15,000 $15,000 $15,000 $15,000 Rent $65,000 $65,000 $65,000 $65,000 Other Operating Exp 25,000 25,000 25,000 25,000 Sub-Total Operational Expenses $1,086,000 $1,209,000 $1,209,000 $1,209,000 B. Agency Program Expenses B. Agency Program Expenses Project Expenses $0 $0 $0 $0 Property Reserve $150,000 $150,000 $150,000 $150,000 WPCP Marketing $25,000 $25,000 $25,000 $25,000 WPCP Development $200,000 $200,000 $200,000 $200,000 North Salina $10,000 $7,000 $7,000 $7,000 800 Hiawatha $55,000 $55,000 $55,000 $55,000 Sub-Total Program Expenses $440,000 $437,000 $437,000 $437,000 Total Operational and Program $1,526,000 $1,646,000 $1,646,000 $1,646,000 Expenses II. II. Revenue Revenue Agency Revenues $1,483,000 $1,603,000 $1,603,000 $1,603,000 Interest Income $6,000 $6,000 $6,000 $6,000 Lease Payments $12,000 $12,000 $12,000 $12,000 Other Op Rev $25,000 $25,000 $25,000 $25,000 Subsidies Grants Donations $0 $0 $0 $0 Total Revenue $1,526,000 $1,646,000 $1,646,000 $1,646,000 Projected Gain or Loss $0 $0 $0 $0 35 35 APPENDIX I PENDING LITIGATION NONE 2 APPENDIX I PENDING LITIGATION NONE 2