March 2022 – Annual — 3-8-21-OCIDA-Board-Annual-Meeting-Packet-condensed.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 8, 2022 8:05 AM Call to Order 1. Approval of Minutes – March 9, 2021 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 2021 Annual Report Agency Action Requested: A Resolution approving the 2021 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 8, 2022 8:05 AM Call to Order 1. Approval of Minutes – March 9, 2021 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 2021 Annual Report Agency Action Requested: A Resolution approving the 2021 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 9 2021 The annual meeting of the Onondaga County Industrial Development Agency was held on Tuesday, March 9, 2021 at the 333 West Washington Street, Syracuse, New York via Zoom Teleconference. Chairperson Patrick Hogan called the meeting to order at 8:12 am with the following: PRESENT: Patrick Hogan Janice Herzog Victor Ianno Steve Morgan Kevin Ryan Fanny Villarreal ABSENT: Susan Stanczyk ALSO PRESENT: Robert Petrovich, Executive Director Nancy Lowery, Secretary Nate Stevens, Treasurer Karen Doster, Recording Secretary Carolyn Evans-Dean, Economic Development Jeff Davis, Barclay Damon Law Firm Kevin McAuliffe, Barclay Damon Law Firm Amanda Fitzgerald, Barclay Damon Law Firm Victor Ianno, Board Member Steve Morgan, Board Member Kevin Ryan, Board Member Fanny Villarreal, Board Member Mike Lisson, Grossman St Amour PLLC Joseph Markert, DL Manufacturing Glenn MacKay, OYA Solar, LLC John Switzer, SSC Lysander Brandon Jackson, Brolex Plank Road, LLC Jason Mehl, Brolex Plank Road, LLC Charles Breuer, Hueber-Breuer APPROVAL OF ANNUAL MEETING MINUTES – MARCH 17, 2020 Upon a motion by Victor Ianno, seconded by Janice Herzog, the OCIDA Board approved the minutes of the March 17, 2020 annual meeting. Motion was carried. SUBJECT TO BOARD APPROVAL Onondaga County Industrial Development Agency Annual Meeting Minutes March 9 2021 The annual meeting of the Onondaga County Industrial Development Agency was held on Tuesday, March 9, 2021 at the 333 West Washington Street, Syracuse, New York via Zoom Teleconference. Chairperson Patrick Hogan called the meeting to order at 8:12 am with the following: PRESENT: Patrick Hogan Janice Herzog Victor Ianno Steve Morgan Kevin Ryan Fanny Villarreal ABSENT: Susan Stanczyk ALSO PRESENT: Robert Petrovich, Executive Director Nancy Lowery, Secretary Nate Stevens, Treasurer Karen Doster, Recording Secretary Carolyn Evans-Dean, Economic Development Jeff Davis, Barclay Damon Law Firm Kevin McAuliffe, Barclay Damon Law Firm Amanda Fitzgerald, Barclay Damon Law Firm Victor Ianno, Board Member Steve Morgan, Board Member Kevin Ryan, Board Member Fanny Villarreal, Board Member Mike Lisson, Grossman St Amour PLLC Joseph Markert, DL Manufacturing Glenn MacKay, OYA Solar, LLC John Switzer, SSC Lysander Brandon Jackson, Brolex Plank Road, LLC Jason Mehl, Brolex Plank Road, LLC Charles Breuer, Hueber-Breuer APPROVAL OF ANNUAL MEETING MINUTES – MARCH 17, 2020 Upon a motion by Victor Ianno, seconded by Janice Herzog, the OCIDA Board approved the minutes of the March 17, 2020 annual meeting. Motion was carried. 1 1 GOVERNANCE COMMITTEE ANNUAL REPORT Upon a motion by Kevin Ryan, seconded by Fanny Villarreal, the OCIDA Board approved a resolution accepting the Governance Committee Report. Motion was carried. GOVERNANCE COMMITTEE ANNUAL REPORT Upon a motion by Kevin Ryan, seconded by Fanny Villarreal, the OCIDA Board approved a resolution accepting the Governance Committee Report. Motion was carried. REVIEW AND APPROVAL 2020 ANNUAL REPORT Robert Petrovich stated the report articulates a number of accomplishments of the IDA over the last year. He stated it was a challenging year on a number of aspects principally with meeting remotely as we still are working to keep the economy moving in the midst of a pandemic. He stated some of the notable accomplishments were projects related to solar in Skaneateles, the Tessy Plastics project and TC Syracuse which ultimately became the Amazon project in Clay. He stated we had a successful program where we provided PPE relief in the form of grants to local businesses through their application to the IDA. He stated it was generally administered by Carolyn Evans-Dean and she did a great job in managing it. He stated we are underway with a potentially significant project in the White Pine/Clay area and are expanding the park in its size and scope. He stated we are actively pursuing a large project to locate there. He stated some changes were made to the UTEP which included some enhancements and revisions focused on business development and retention for job creation. He stated those are some of the noteworthy highlights contained in the 2020 report but there are a number of projects. He stated the Board has been intimately involved in the success of the IDA and he thanks them for their support. He stated staff has done a great job and we are looking forward to a robust 2021. REVIEW AND APPROVAL 2020 ANNUAL REPORT Robert Petrovich stated the report articulates a number of accomplishments of the IDA over the last year. He stated it was a challenging year on a number of aspects principally with meeting remotely as we still are working to keep the economy moving in the midst of a pandemic. He stated some of the notable accomplishments were projects related to solar in Skaneateles, the Tessy Plastics project and TC Syracuse which ultimately became the Amazon project in Clay. He stated we had a successful program where we provided PPE relief in the form of grants to local businesses through their application to the IDA. He stated it was generally administered by Carolyn Evans-Dean and she did a great job in managing it. He stated we are underway with a potentially significant project in the White Pine/Clay area and are expanding the park in its size and scope. He stated we are actively pursuing a large project to locate there. He stated some changes were made to the UTEP which included some enhancements and revisions focused on business development and retention for job creation. He stated those are some of the noteworthy highlights contained in the 2020 report but there are a number of projects. He stated the Board has been intimately involved in the success of the IDA and he thanks them for their support. He stated staff has done a great job and we are looking forward to a robust 2021. Patrick Hogan stated he wants to express his appreciation and gratitude to the staff and for Mr. Petrovich’s leadership. He stated he is sure the citizens of Onondaga County really appreciate that. He stated the past year has been a very trying time. Robert Petrovich stated staff has done yeomen’s work and couldn’t move the agenda forward for the County Executive and overall for the County without a top notch staff. Upon a motion by Janice Herzog, seconded by Victor Ianno, the OCIDA Board approved a resolution accepting the 2020 Annual Report. Motion was carried. 2 Patrick Hogan stated he wants to express his appreciation and gratitude to the staff and for Mr. Petrovich’s leadership. He stated he is sure the citizens of Onondaga County really appreciate that. He stated the past year has been a very trying time. Robert Petrovich stated staff has done yeomen’s work and couldn’t move the agenda forward for the County Executive and overall for the County without a top notch staff. Upon a motion by Janice Herzog, seconded by Victor Ianno, the OCIDA Board approved a resolution accepting the 2020 Annual Report. Motion was carried. 2 ACCOUNTS AND SIGNATURE AUTHORIZATION Nate Stevens stated part of the internal controls is that we require two signatures on every check and the Board reviews who is eligible to sign annually. Upon a motion by Fanny Villarreal, seconded by Steve Morgan, 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 Janice Herzog, the OCIDA Board adjourned the meeting at 8:18 am. Motion was carried. ____________________________________ Nancy Lowery, Secretary 3 Onondaga County Industrial Development Agency Governance Committee Annual Report 2021 Fiscal Year Committee Members & Staff Kevin Ryan, Committee Chair Fanny Villarreal Pat Hogan, Board Chair Robert M. Petrovich, Executive Director Nancy Lowery, Secretary Nate Stevens, Treasurer ACCOUNTS AND SIGNATURE AUTHORIZATION Nate Stevens stated part of the internal controls is that we require two signatures on every check and the Board reviews who is eligible to sign annually. Upon a motion by Fanny Villarreal, seconded by Steve Morgan, 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 Janice Herzog, the OCIDA Board adjourned the meeting at 8:18 am. Motion was carried. ____________________________________ Nancy Lowery, Secretary 3 Onondaga County Industrial Development Agency Governance Committee Annual Report 2021 Fiscal Year Committee Members & Staff Kevin Ryan, Committee Chair Fanny Villarreal 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. 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. 2021 Meeting Schedule August 10, 2021 September 14, 2021 Fiscal Year 2021 1. Annual Self Evaluation The Committee conducted a self-evaluation at its September 14, 2021 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 11, 2021. 2. Review of Charter The Committee reviewed the Governance, Audit, and Finance Committee charters on October 13, 2021. 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 8, 2022 3. Disposition of Duties At the August 10, 2021 meeting of the Committee, the Committee reviewed its Uniform Tax Exemption Policy (UTEP), Bylaws and Procurement Policy. The Committee did not recommend any changes. At the September 14, 2021 meeting of the Committee, it completed its annual review of Board, Committee and Staff self-evaluations, Committee Charters as well as the 2021 Committee annual report. Onondaga County Industrial Development Agency Annual Report 2021 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 2021 Meeting Schedule August 10, 2021 September 14, 2021 Fiscal Year 2021 1. Annual Self Evaluation The Committee conducted a self-evaluation at its September 14, 2021 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 11, 2021. 2. Review of Charter The Committee reviewed the Governance, Audit, and Finance Committee charters on October 13, 2021. 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 8, 2022 3. Disposition of Duties At the August 10, 2021 meeting of the Committee, the Committee reviewed its Uniform Tax Exemption Policy (UTEP), Bylaws and Procurement Policy. The Committee did not recommend any changes. At the September 14, 2021 meeting of the Committee, it completed its annual review of Board, Committee and Staff self-evaluations, Committee Charters as well as the 2021 Committee annual report. Onondaga County Industrial Development Agency Annual Report 2021 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 TABLE OF CONTENTS BOARD OF DIRECTORS Board Members 1 Officers & Staff 2 Committees & Members 3 Board Meeting and Attendance 4 ORGANIZATION Organizational Chart 6 Mission, Purpose & Description 7 Statutory Basis 7 Subsidiaries 7 OPERATIONS Program Incentives 9 Accomplishments 10 Assessment of Internal Controls 10 Material Changes to Operations & Programs 11 PROJECT DETAIL Straight Lease Transactions 11 Closed Straight Lease Transactions 11 Straight Lease Transactions - In Progress 11 Bond Projects Tax Exempt Bonds 13 Taxable Bonds 13 FINANCIAL REPORT Revenue & Expense Summary 12 Asset, Liability and Net Position 12 Operating and Financial Risk CONTRACTS 14 REAL PROPERTY SCHEDULE 15 APPENDICES 16 A - Board & Staff Biographies 17 B - Board & Committee Self-Evaluation 20 C - By-Laws 25 D - Code of Ethics 30 E - Performance Goals 33 F - Internal Controls Report 36 G – Four Year Financial Plan 39 H - Pending Litigation 40 TABLE OF CONTENTS BOARD OF DIRECTORS Board Members 1 Officers & Staff 2 Committees & Members 3 Board Meeting and Attendance 4 ORGANIZATION Organizational Chart 6 Mission, Purpose & Description 7 Statutory Basis 7 Subsidiaries 7 OPERATIONS Program Incentives 9 Accomplishments 10 Assessment of Internal Controls 10 Material Changes to Operations & Programs 11 PROJECT DETAIL Straight Lease Transactions 11 Closed Straight Lease Transactions 11 Straight Lease Transactions - In Progress 11 Bond Projects Tax Exempt Bonds 13 Taxable Bonds 13 FINANCIAL REPORT Revenue & Expense Summary 12 Asset, Liability and Net Position 12 Operating and Financial Risk CONTRACTS 14 REAL PROPERTY SCHEDULE 15 APPENDICES 16 A - Board & Staff Biographies 17 B - Board & Committee Self-Evaluation 20 C - By-Laws 25 D - Code of Ethics 30 E - Performance Goals 33 F - Internal Controls Report 36 G – Four Year Financial Plan 39 H - Pending Litigation 40 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 2021 BOARD MEETINGS & ATTENDANCE January January Organizational January Special February March Patrick Hogan Patrick Hogan Patrick Hogan Patrick Hogan Patrick Hogan Janice Herzog Janice Herzog Janice Herzog Janice Herzog Janice Herzog Steve Morgan Steve Morgan Sue Stanczyk Steve Morgan Steve Morgan Kevin Ryan Kevin Ryan Kevin Ryan Kevin Ryan Kevin Ryan Victor Ianno Victor Ianno Victor Ianno Victor Ianno Victor Ianno Fanny Villarreal Fanny Villarreal Fanny Villarreal Fanny Villarreal Fanny Villarreal April April Special May Special May June Patrick Hogan Patrick Hogan Patrick Hogan Patrick Hogan Patrick Hogan Janice Herzog Janice Herzog Janice Herzog Janice Herzog Janice Herzog Steve Morgan Susan Stanczyk Steve Morgan Susan Stanczyk Steve Morgan Susan Stanczyk Steve Morgan Susan Stanczyk Kevin Ryan Victor Ianno Victor Ianno Kevin Ryan Kevin Ryan Victor Ianno Fanny Villarreal Victor Ianno Fanny Villarreal June Special July August August Special September 2021 BOARD MEETINGS & ATTENDANCE January January Organizational January Special February March Patrick Hogan Patrick Hogan Patrick Hogan Patrick Hogan Patrick Hogan Janice Herzog Janice Herzog Janice Herzog Janice Herzog Janice Herzog Steve Morgan Steve Morgan Sue Stanczyk Steve Morgan Steve Morgan Kevin Ryan Kevin Ryan Kevin Ryan Kevin Ryan Kevin Ryan Victor Ianno Victor Ianno Victor Ianno Victor Ianno Victor Ianno Fanny Villarreal Fanny Villarreal Fanny Villarreal Fanny Villarreal Fanny Villarreal April April Special May Special May June Patrick Hogan Patrick Hogan Patrick Hogan Patrick Hogan Patrick Hogan Janice Herzog Janice Herzog Janice Herzog Janice Herzog Janice Herzog Steve Morgan Susan Stanczyk Steve Morgan Susan Stanczyk Steve Morgan Susan Stanczyk Steve Morgan Susan Stanczyk Kevin Ryan Victor Ianno Victor Ianno Kevin Ryan Kevin Ryan Victor Ianno Fanny Villarreal Victor Ianno Fanny Villarreal June Special July August August Special September Patrick Hogan Janice Herzog Patrick Hogan Patrick Hogan Patrick Hogan Victor Ianno Steve Morgan Janice Herzog Janice Herzog Janice Herzog Susan Stanczyk Susan Stanczyk Victor Ianno Victor Ianno Victor Ianno Kevin Ryan Kevin Ryan Kevin Ryan Steve Morgan Steve Morgan Fanny Villarreal Fanny Villarreal Fanny Villarreal Susan Stanczyk Susan Stanczyk Fanny Villarreal October Special October November December Patrick Hogan Patrick Hogan Patrick Hogan Patrick Hogan Janice Herzog Janice Herzog Janice Herzog Janice Herzog Victor Ianno Victor Ianno Victor Ianno Victor Ianno Susan Stanczyk Steve Morgan Steve Morgan Steve Morgan Kevin Ryan Susan Stanczyk Susan Stanczyk Susan Stanczyk Fanny Villarreal Kevin Ryan Kevin Ryan Kevin Ryan Fanny Villarreal Fanny Villarreal 4 Compensation Schedule For those who make over $100,000 including biographical information None Board & Staff Biographies Appendix A Board & Committee Evaluations Appendix B Patrick Hogan Janice Herzog Patrick Hogan Patrick Hogan Patrick Hogan Victor Ianno Steve Morgan Janice Herzog Janice Herzog Janice Herzog Susan Stanczyk Susan Stanczyk Victor Ianno Victor Ianno Victor Ianno Kevin Ryan Kevin Ryan Kevin Ryan Steve Morgan Steve Morgan Fanny Villarreal Fanny Villarreal Fanny Villarreal Susan Stanczyk Susan Stanczyk Fanny Villarreal October Special October November December Patrick Hogan Patrick Hogan Patrick Hogan Patrick Hogan Janice Herzog Janice Herzog Janice Herzog Janice Herzog Victor Ianno Victor Ianno Victor Ianno Victor Ianno Susan Stanczyk Steve Morgan Steve Morgan Steve Morgan Kevin Ryan Susan Stanczyk Susan Stanczyk Susan Stanczyk Fanny Villarreal Kevin Ryan Kevin Ryan Kevin Ryan Fanny Villarreal Fanny Villarreal 4 Compensation Schedule For those who make over $100,000 including biographical information None Board & Staff Biographies Appendix A Board & Committee Evaluations Appendix B 5 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 5 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 2021 IDA ORGANIZATIONAL CHART 6 Steve Morgan Fanny Villarreal Susan Stanczyk Recording Secretary Assistant Treasurer Patrick Hogan Patrick Hogan Patrick Hogan Karen Doster Christopher Cox 2021 IDA ORGANIZATIONAL CHART 6 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. 7 7 AUTHORITIES & SUBSIDIARIES None 8 AUTHORITIES & SUBSIDIARIES None 8 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, 2021 fiscal year, the Agency conducted 46 public meetings. These meetings included 12 regular board meetings, 7 special meetings, 1 annual meeting, 1 Organizational meeting, 8 committee meetings, and 17 public hearings.  An independent certified public accounting firm performs the annual financial audit of the Agency. The report will be available after March 31, 2022 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, 2021 fiscal year, the Agency conducted 46 public meetings. These meetings included 12 regular board meetings, 7 special meetings, 1 annual meeting, 1 Organizational meeting, 8 committee meetings, and 17 public hearings.  An independent certified public accounting firm performs the annual financial audit of the Agency. The report will be available after March 31, 2022 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 9 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 9 ACCOMPLISHMENTS OCIDA 2021 Accomplishments include:  Onondaga County Industrial Development Agency (OCIDA) closed 12 projects in 2021: Abundant Solar Power (E1) LLC in the Town of Elbridge, SSC Lysander, LLC in the Town of Lysander, SSC Cicero, LLC in the Town of Cicero, Southworth-Milton in the Town of Cicero, Empire Polymer Solutions in the Town of Van Buren, 629 Lemoyne Manor in the Town of Salina, Brolex Plank Road in the Town of Clay, Ur-Ban Villages PFA, LLC in the Town of Salina, Camillus Mills Phase II in the Town of Camillus, Tracey Road Equipment, Inc. in the Town of Dewitt, Ultra Dairy, LLC in the Town of Dewitt, DL Manufacturing in the Village of North Syracuse.  The twelve projects new capital investment was approximately $197,179,911.  Agency staff updated the financial assistance benefit application.  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 continues to build relationships with local municipalities on economic development activities and information about the IDA financial assistance.  OCIDA staff assisted the County Executive’s office with the popular “buy one, get one” Keeping It Local restaurant voucher program. County Executive Ryan McMahon dedicated $1M to Keeping It Local to help boost the economy and the restaurant industry that was hit especially hard by the COVID-19 pandemic.  Agency staff had strong stewardship of developing Hancock Air Park in 2021. The 225+ acre industrial and office park in the Town of Cicero, is an attractive location for business expansion and economic growth for Onondaga County. Since assuming management responsibilities of the park in 2014, OCDC has captured over $800,000 in revenues and will exceed a million dollars with the addition of two land purchases in Q1 2022.  Onondaga County’s Office of Economic Development has updated their website with a section specifically for businesses that have been affected by the pandemic and are looking for assistance in the form of grants and tax credits. The tab titled “COVID-19 Small Business Financial Assistance” on the home page links users to a table that outlines the different levels of assistance for microbusinesses, small businesses, businesses shuttered by the pandemic, restaurant and food industry, as well as a link to the NYS Biodefense Commercialization Fund. ACCOMPLISHMENTS OCIDA 2021 Accomplishments include:  Onondaga County Industrial Development Agency (OCIDA) closed 12 projects in 2021: Abundant Solar Power (E1) LLC in the Town of Elbridge, SSC Lysander, LLC in the Town of Lysander, SSC Cicero, LLC in the Town of Cicero, Southworth-Milton in the Town of Cicero, Empire Polymer Solutions in the Town of Van Buren, 629 Lemoyne Manor in the Town of Salina, Brolex Plank Road in the Town of Clay, Ur-Ban Villages PFA, LLC in the Town of Salina, Camillus Mills Phase II in the Town of Camillus, Tracey Road Equipment, Inc. in the Town of Dewitt, Ultra Dairy, LLC in the Town of Dewitt, DL Manufacturing in the Village of North Syracuse.  The twelve projects new capital investment was approximately $197,179,911.  Agency staff updated the financial assistance benefit application.  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 continues to build relationships with local municipalities on economic development activities and information about the IDA financial assistance.  OCIDA staff assisted the County Executive’s office with the popular “buy one, get one” Keeping It Local restaurant voucher program. County Executive Ryan McMahon dedicated $1M to Keeping It Local to help boost the economy and the restaurant industry that was hit especially hard by the COVID-19 pandemic.  Agency staff had strong stewardship of developing Hancock Air Park in 2021. The 225+ acre industrial and office park in the Town of Cicero, is an attractive location for business expansion and economic growth for Onondaga County. Since assuming management responsibilities of the park in 2014, OCDC has captured over $800,000 in revenues and will exceed a million dollars with the addition of two land purchases in Q1 2022.  Onondaga County’s Office of Economic Development has updated their website with a section specifically for businesses that have been affected by the pandemic and are looking for assistance in the form of grants and tax credits. The tab titled “COVID-19 Small Business Financial Assistance” on the home page links users to a table that outlines the different levels of assistance for microbusinesses, small businesses, businesses shuttered by the pandemic, restaurant and food industry, as well as a link to the NYS Biodefense Commercialization Fund. 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, 2021. 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 2021 fiscal year will be completed by March 31, 2022. This is done by agency auditor. (Appendix F) 10 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, 2021. 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 2021 fiscal year will be completed by March 31, 2022. This is done by agency auditor. (Appendix F) 10 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 2021 Real estate transactions closed 2021 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 20-21A SSC Lysander LLC PROJECT DETAIL The following is a list of project activity for 2021 Real estate transactions closed 2021 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 20-21A SSC Lysander LLC Projects Induced and Closed in 2021 Project ID Company 21-03A Brolex Plank Road LLC Camillus Mills Redevelopment Co. Inc. & Camillus Mills 21-08A Phase II LLC 21-04A DL Manufacturing Inc. 20-22B Milton CAT 21-02B SSC Cicero LLC 21-11H Ultra Dairy LLC 21-07A UR-Ban Villages PFA LLC Projects Induced and Closed in 2021 Project ID Company 21-03A Brolex Plank Road LLC Camillus Mills Redevelopment Co. Inc. & Camillus Mills 21-08A Phase II LLC 21-04A DL Manufacturing Inc. 20-22B Milton CAT 21-02B SSC Cicero LLC 21-11H Ultra Dairy LLC 21-07A UR-Ban Villages PFA LLC Projects Induced and Not Closed in 2021 Project ID Company 21-12A Dunn Tire LLC & Stewart Hancock Partners LLC 21-14A NYCANNA LLC 20-16C OYA Camillus A LLC 20-17D OYA Camillus B LLC 21-13A RPNY Solar 5 LLC 21-09B Taft Solar LLC 21-06A Trey Jay at LOSO LLC BOND PROJECTS Tax-exempt Bonds  None Taxable Bonds  None 11 Projects Induced and Not Closed in 2021 Project ID Company 21-12A Dunn Tire LLC & Stewart Hancock Partners LLC 21-14A NYCANNA LLC 20-16C OYA Camillus A LLC 20-17D OYA Camillus B LLC 21-13A RPNY Solar 5 LLC 21-09B Taft Solar LLC 21-06A Trey Jay at LOSO LLC BOND PROJECTS Tax-exempt Bonds  None Taxable Bonds  None 11 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 Category Revenue Expense Operating Revenue $ 2,334,950 Non-Operating Revenues $ 739 Operating Expense $ 326,923 Non-Operating Expense $ 2,129 Change in Net Position $ 2,006,637 Total $ 2,335,689 $2,335,689 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 Category Revenue Expense Operating Revenue $ 2,334,950 Non-Operating Revenues $ 739 Operating Expense $ 326,923 Non-Operating Expense $ 2,129 Change in Net Position $ 2,006,637 Total $ 2,335,689 $2,335,689 Assets, Liabilities and Net Position Summary3 Assets Cash and cash equivalents $2,975,229 Accounts Receivable $315,335 Capital assets and Investment in Real Property $10,668,420 Other Assets $0 Total $13,958,984 Assets, Liabilities and Net Position Summary3 Assets Cash and cash equivalents $2,975,229 Accounts Receivable $315,335 Capital assets and Investment in Real Property $10,668,420 Other Assets $0 Total $13,958,984 Liability & Net Position Accounts Payable $692,110 Deposits $25,000 Due to other governments $32,765 Note Payable, Onondaga County $1,745,781 Accrued Interest $2,129 Equity $11,461,199 Total $13,958,984 Appendix G Four Year Financial Plan 3 The complete balance sheet is found in Appendix D 12 Revenue & Expense Detail See 2021 Audited Financial Statements Assets & Liability Detail See 2021 Audited Financial Statements Agency Contracts Liability & Net Position Accounts Payable $692,110 Deposits $25,000 Due to other governments $32,765 Note Payable, Onondaga County $1,745,781 Accrued Interest $2,129 Equity $11,461,199 Total $13,958,984 Appendix G Four Year Financial Plan 3 The complete balance sheet is found in Appendix D 12 Revenue & Expense Detail See 2021 Audited Financial Statements Assets & Liability Detail See 2021 Audited Financial Statements Agency Contracts Made payments of $4,505 for 800 Hiawatha JMT of New York, Inc. Brownfield cleanup program Ramboll Americas Engineering Made payments of $261,899 for WPCP engineering Solutions, Inc. studies Syracuse Design Group Made payments of $720 for website Grossman St. Amour CPA’s PLLC Made payment of $14,000 for 2021 Audit Made payments of $1,104,704 for Legal Services in Barclay Damon LLP 2021 Made payments of $4,505 for 800 Hiawatha JMT of New York, Inc. Brownfield cleanup program Ramboll Americas Engineering Made payments of $261,899 for WPCP engineering Solutions, Inc. studies Syracuse Design Group Made payments of $720 for website Grossman St. Amour CPA’s PLLC Made payment of $14,000 for 2021 Audit Made payments of $1,104,704 for Legal Services in Barclay Damon LLP 2021 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 13 Real Property Schedule A: Real Property Held Description FMV 435 North Salina $475,168 800 Hiawatha $8,535,974 White Pines Commerce Park $7,991,364 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 13 Real Property Schedule A: Real Property Held Description FMV 435 North Salina $475,168 800 Hiawatha $8,535,974 White Pines Commerce Park $7,991,364 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 14 Appendices 15 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 14 Appendices 15 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. 16 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. 16 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 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. 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 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 17 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 17 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. 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. 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. 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. STAFF BIOGRAPHIES Robert Petrovich Robert Petrovich is the Director of the Onondaga County Economic Development Office. He also is the Executive Director of the Onondaga County Industrial Development Agency (OCIDA) and is President/CEO of the Onondaga Civic Development Corporation (OCDC) and the Executive Director of the Onondaga County Trust for Cultural Resources (CRT). Robert actively works with business owners, CEOs’ and company presidents to facilitate their continue growth and expansion within Onondaga County. Robert also proactively seeks to recruit companies from outside of Onondaga County to locate here in Central New York. Robert has over 30 years’ experience working in environmental consulting, commercial and industrial development, and has an extensive experience with redevelopment of brownfield sites across New York State. A NYS licensed Real Estate Broker, Robert holds BA and MBA degrees from Le Moyne College. STAFF BIOGRAPHIES Robert Petrovich Robert Petrovich is the Director of the Onondaga County Economic Development Office. He also is the Executive Director of the Onondaga County Industrial Development Agency (OCIDA) and is President/CEO of the Onondaga Civic Development Corporation (OCDC) and the Executive Director of the Onondaga County Trust for Cultural Resources (CRT). Robert actively works with business owners, CEOs’ and company presidents to facilitate their continue growth and expansion within Onondaga County. Robert also proactively seeks to recruit companies from outside of Onondaga County to locate here in Central New York. Robert has over 30 years’ experience working in environmental consulting, commercial and industrial development, and has an extensive experience with redevelopment of brownfield sites across New York State. A NYS licensed Real Estate Broker, Robert holds BA and MBA degrees from Le Moyne College. Nathaniel Stevens Nathaniel Stevens is the Treasurer of the Onondaga County Industrial Agency and an Economic Development Specialist with the Onondaga County Office of Economic Development, in Syracuse, NY. Nate has been in this role since 2016. Prior to his work at OCIDA he received a degree in economics from SUNY Geneseo, a Master of Public Administration from the Maxwell School at Syracuse University and has work experience in the Onondaga County Parks Department and the Onondaga County Division of Management and Budget. Nancy Lowery Nancy Lowery is the Secretary of the Onondaga County Industrial Agency and an Economic Development Project Development Specialist with the Onondaga County Office of Economic Development, in Syracuse, NY. Prior to her work at OCIDA she held positions in the Executive and Legislative Branches of the Federal Government. She received her Bachelor of Science and Master’s Degree in Education from Syracuse University. Karen Doster Karen Doster is an Executive Secretary for the Office of Economic Development and Recording Secretary for OCIDA, OCDC and CRT. She has worked for Onondaga County for 32 years and works closely with the Director of Economic Development. She is responsible for administrative tasks, payroll, personnel and ensure smooth day to day operations in a busy work environment. 18 Christopher Cox Nathaniel Stevens Nathaniel Stevens is the Treasurer of the Onondaga County Industrial Agency and an Economic Development Specialist with the Onondaga County Office of Economic Development, in Syracuse, NY. Nate has been in this role since 2016. Prior to his work at OCIDA he received a degree in economics from SUNY Geneseo, a Master of Public Administration from the Maxwell School at Syracuse University and has work experience in the Onondaga County Parks Department and the Onondaga County Division of Management and Budget. Nancy Lowery Nancy Lowery is the Secretary of the Onondaga County Industrial Agency and an Economic Development Project Development Specialist with the Onondaga County Office of Economic Development, in Syracuse, NY. Prior to her work at OCIDA she held positions in the Executive and Legislative Branches of the Federal Government. She received her Bachelor of Science and Master’s Degree in Education from Syracuse University. Karen Doster Karen Doster is an Executive Secretary for the Office of Economic Development and Recording Secretary for OCIDA, OCDC and CRT. She has worked for Onondaga County for 32 years and works closely with the Director of Economic Development. She is responsible for administrative tasks, payroll, personnel and ensure smooth day to day operations in a busy work environment. 18 Christopher Cox Christopher Cox is an Administrative Assistant for the Office of Economic Development and Assistant Treasurer for OCIDA, OCDC and CRT. He has worked for Onondaga County for 40 years. 19 Christopher Cox is an Administrative Assistant for the Office of Economic Development and Assistant Treasurer for OCIDA, OCDC and CRT. He has worked for Onondaga County for 40 years. 19 APPENDIX B AGENCY PERFORMANCE EVALUATIONS APPENDIX B AGENCY PERFORMANCE EVALUATIONS 2021 Board Self-Evaluation Summary Somewhat Somewhat Criteria Agree Agree Disagree Disagree Board members have a shared understanding of the 7 mission and purpose of the Agency. The policies, practices and decisions of the Board are 7 always 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 7 for the governance, management and operations of the Agency and reviews these annually. The decisions made by Board members are arrived at 7 through 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 5 2 programs, financial statements, reporting requirements, and other transactions. The Board meets to review and approve all documents 7 and 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 7 and if the Agency is in compliance with state law. Board and committee meetings facilitate open, deliberate 7 and thorough discussion, and the active participation of members. Board members have sufficient opportunity review 7 material and discuss recommendations before decisions are made and votes taken. Individual Board members feel empowered to delay 7 votes, 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 7 work respectfully with each other. 2021 Board Self-Evaluation Summary Somewhat Somewhat Criteria Agree Agree Disagree Disagree Board members have a shared understanding of the 7 mission and purpose of the Agency. The policies, practices and decisions of the Board are 7 always 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 7 for the governance, management and operations of the Agency and reviews these annually. The decisions made by Board members are arrived at 7 through 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 5 2 programs, financial statements, reporting requirements, and other transactions. The Board meets to review and approve all documents 7 and 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 7 and if the Agency is in compliance with state law. Board and committee meetings facilitate open, deliberate 7 and thorough discussion, and the active participation of members. Board members have sufficient opportunity review 7 material and discuss recommendations before decisions are made and votes taken. Individual Board members feel empowered to delay 7 votes, 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 7 work respectfully with each other. All members responded 20 All members responded 20 2021 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 7 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? 21 2021 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 7 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? 21 2021 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 2 1 to the Board annually, including an examination the Committee Charter? 2021 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 2 1 to the Board annually, including an examination the Committee Charter? 22 22 2021 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? 2021 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? 23 23 2021 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? 2021 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? 24 24 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, and a 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. In the event that the office of Vice Chairman is vacant, the Board shall select the Chairman to fill out the unexpired term. ARTICLE II OFFICERS Section 1. Officers. The officers of the Agency shall be a Chairman, a Vice Chairman, an Executive Director, a Secretary, and a 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. In the event that the office of Vice Chairman is vacant, the Board shall select the Chairman to fill out the unexpired term. 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 her discretion, delegate some or all of the Secretary’s duties to the Assistant Secretary. 25 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 her discretion, delegate some or all of the Secretary’s duties to the Assistant Secretary. 25 Section 6. Treasurer. The Treasurer shall not be a member of the Agency. The Treasurer shall be the Chief Financial Officer of the Agency. He 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 the Executive Director. The Treasurer shall keep regular books of accounts showing receipts and expenditures. The Treasurer shall render to the Agency at each regular meeting an account of the financial transactions and the current financial condition of the Agency. Section 6. Treasurer. The Treasurer shall not be a member of the Agency. The Treasurer shall be the Chief Financial Officer of the Agency. He 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 the Executive Director. The Treasurer shall keep regular books of accounts showing receipts and expenditures. The Treasurer shall render to the Agency at each regular meeting an account of the financial transactions and the current financial condition of the Agency. 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 the Onondaga County Director of Economic Development, a position that is appointed by the Onondaga County Executive Director and confirmed by affirmative vote of the Onondaga County Legislature. The Executive Director 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 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 the Onondaga County Director of Economic Development, a position that is appointed by the Onondaga County Executive Director and confirmed by affirmative vote of the Onondaga County Legislature. The Executive Director 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, 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 or at such other time as is necessary due to a vacancy. All officers shall hold offices for one year or until their successors are appointed. If the term of an Agency member should terminate, his 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 8. Additional Duties. In the absence or incapacity of the 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 or at such other time as is necessary due to a vacancy. All officers shall hold offices for one year or until their successors are appointed. If the term of an Agency member should terminate, his 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 their successor is appointed and has qualified. 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 26 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 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 their successor is appointed and has qualified. 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 26 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 within the first quarter of the year or such time that the Board may determine 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 within the first quarter of the year or such time that the Board may determine 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 super 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. ARTICLE IV AMENDMENTS Section 1. Amendments to Bylaws. The bylaws of the Agency may be amended with the approval of a super 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. ARTICLE V PROJECTS 27 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 27 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. 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. 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. 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 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. 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 28 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. 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 28 Restated: January 14, 1997 Amended: May 12, 2005 Amended August 9, 2007 Amended April 9, 2009 Amended April 14, 2012 Amended December 11, 2012 Amended January 18, 2022 29 Restated: January 14, 1997 Amended: May 12, 2005 Amended August 9, 2007 Amended April 9, 2009 Amended April 14, 2012 Amended December 11, 2012 Amended January 18, 2022 29 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. 30 (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. 30 (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. 31 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 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. 31 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 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. 32 Amended: April 9, 2009 APPENDIX E MISSION STATEMENT & PERFORMANCE MEASURES 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. 32 Amended: April 9, 2009 APPENDIX E MISSION STATEMENT & PERFORMANCE MEASURES 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 MEASURES 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. The Agency held 12 regular board meetings and 7 special meetings that induced projects in the industrial, commercial and new-economy related industry. The Agency induced 14 projects and closed 12 in 2021. The 12 projects new capital investment was approximately $197,179,911. 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. Recently the Agency revised the Uniform Tax Exemption Policy to incorporate energy projects. This year the agency closed on three solar projects and induced five. Staff has engaged with municipalities and school districts to discuss the Agency’s energy policies and to be a resource. 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. The Agency continues to develop the White Pine Commerce Park to attract those in the global stage such as a semiconductor manufacturer to meet the growing need for semiconductor chips. PERFORMANCE MEASURES 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. The Agency held 12 regular board meetings and 7 special meetings that induced projects in the industrial, commercial and new-economy related industry. The Agency induced 14 projects and closed 12 in 2021. The 12 projects new capital investment was approximately $197,179,911. 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. Recently the Agency revised the Uniform Tax Exemption Policy to incorporate energy projects. This year the agency closed on three solar projects and induced five. Staff has engaged with municipalities and school districts to discuss the Agency’s energy policies and to be a resource. 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. The Agency continues to develop the White Pine Commerce Park to attract those in the global stage such as a semiconductor manufacturer to meet the growing need for semiconductor chips. Performance Goal Four: To use Agency incentives, programs and policies to stimulate economic development, growth & prosperity to encourage entrepreneurs and new business development. 33 Agency staff is developing a marketing strategy to increase outreach to new businesses and entrepreneurs to increase awareness of IDA benefits in addition to increasing our website information and social media presence. Agency staff had strong stewardship of developing Hancock Air Park in 2021. The 225+ acre industrial and office park in the Town of Cicero, is an attractive location for business expansion and economic growth for Onondaga County. Since assuming management responsibilities of the park in 2014, OCDC has captured over $800,000 in revenues and will exceed a million dollars with the addition of two land purchases in Q1 2022. 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. Agency staff regularly interacts with local and state economic development partners, municipalities, school districts, business owners and entrepreneurs. Staff provides information on the types of financial assistance available through OCIDA, possible sites available for development and resources that support and encourage economic growth in the area. Additional Questions Performance Goal Four: To use Agency incentives, programs and policies to stimulate economic development, growth & prosperity to encourage entrepreneurs and new business development. 33 Agency staff is developing a marketing strategy to increase outreach to new businesses and entrepreneurs to increase awareness of IDA benefits in addition to increasing our website information and social media presence. Agency staff had strong stewardship of developing Hancock Air Park in 2021. The 225+ acre industrial and office park in the Town of Cicero, is an attractive location for business expansion and economic growth for Onondaga County. Since assuming management responsibilities of the park in 2014, OCDC has captured over $800,000 in revenues and will exceed a million dollars with the addition of two land purchases in Q1 2022. 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. Agency staff regularly interacts with local and state economic development partners, municipalities, school districts, business owners and entrepreneurs. Staff provides information on the types of financial assistance available through OCIDA, possible sites available for development and resources that support and encourage economic growth in the area. 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. 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? 34 Yes, the performance measurement report was presented to the Board for approval at the annual meeting. 35 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. 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? 34 Yes, the performance measurement report was presented to the Board for approval at the annual meeting. 35 APPENDIX F ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY REPORT ON INTERNAL CONTROLS FY 2021 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 2021 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 2021 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 Projects Policy  Board Attorney Oversight Adequate  Local Access Policy  Board Review & Approval  Conflict of Interest Statement FISCAL YEAR 2021 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 Projects Policy  Board Attorney Oversight Adequate  Local Access Policy  Board Review & Approval  Conflict of Interest Statement SEQRA  Statute  Formal EAF Statement Determination  Regulation  Staff Review  By-Laws  Attorney Review Adequate  Classes of Projects Policy  Board Review & Finding 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 Projects  Board Attorney Oversight Adequate  UTEP  Board Review & Approval  Local Access Policy Benefit Oversight  Statute  Annual Survey of Companies  Regulation  Staff Review  Agency Policies  Exec Director Oversight Adequate Board Review & Approval of Annual Reporting  Board Attorney Oversight PILOT Benefits  Uniform Tax Exemption  Review of comparable Oversight Policy properties/ assessment value  Statute  Review of cost of improvements Adequate SEQRA  Statute  Formal EAF Statement Determination  Regulation  Staff Review  By-Laws  Attorney Review Adequate  Classes of Projects Policy  Board Review & Finding 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 Projects  Board Attorney Oversight Adequate  UTEP  Board Review & Approval  Local Access Policy Benefit Oversight  Statute  Annual Survey of Companies  Regulation  Staff Review  Agency Policies  Exec Director Oversight Adequate Board Review & Approval of Annual Reporting  Board Attorney Oversight PILOT Benefits  Uniform Tax Exemption  Review of comparable Oversight Policy properties/ assessment value  Statute  Review of cost of improvements Adequate 36  Regulation  Review by School District Superintendent, Town Supervisor, Village Mayor, and the County Executive  Review by Agency Attorney  Board Review & Approval Sales Tax  Statute  Staff Review of project Exemption  Regulation documents Oversight  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  Statute  Annual Survey of projects Benefits  Regulation  Annual Employment Report  Agency Policy  Staff Review of reported numbers  Lease Documents versus application numbers Adequate  Explanations from Companies  Board Review & Approval of Report & Recommendations Agency Service  Procurement Policy  Review by Staff Contracts  Funding Policy  Attorney Review  EPP Policy & Guidelines  Board Review & Approval  Inducement to Prospects  Formal Contracts for EPP Adequate Policy  Annual Audit of Expenditures 36  Regulation  Review by School District Superintendent, Town Supervisor, Village Mayor, and the County Executive  Review by Agency Attorney  Board Review & Approval Sales Tax  Statute  Staff Review of project Exemption  Regulation documents Oversight  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  Statute  Annual Survey of projects Benefits  Regulation  Annual Employment Report  Agency Policy  Staff Review of reported numbers  Lease Documents versus application numbers Adequate  Explanations from Companies  Board Review & Approval of Report & Recommendations Agency Service  Procurement Policy  Review by Staff Contracts  Funding Policy  Attorney Review  EPP Policy & Guidelines  Board Review & Approval  Inducement to Prospects  Formal Contracts for EPP Adequate Policy  Annual Audit of Expenditures Agency Fees  Project Fee Policy  Staff Review  Legal Fee Policy  Board Review & Approval  Annual Audit Adequate  Attorney Review Public Access Documents &  Statute  Annual Election of Foil Officer Administration  Regulation  Annual Election of Foil Appeals Adequate  Foil Policy Officer Public Comment  Statute  Publication of Hearing Notices  Regulations  Written Record of Proceedings  Board By-Laws  Report public comments to the Adequate Board for each project Agency Administration Understanding of Statute  PAAA Training Mission, Goals,  Agency By-Laws  New Member Orientation Adequate  Process & Controls Agency Policies  Study Sessions 37 Agency Fees  Project Fee Policy  Staff Review  Legal Fee Policy  Board Review & Approval  Annual Audit Adequate  Attorney Review Public Access Documents &  Statute  Annual Election of Foil Officer Administration  Regulation  Annual Election of Foil Appeals Adequate  Foil Policy Officer Public Comment  Statute  Publication of Hearing Notices  Regulations  Written Record of Proceedings  Board By-Laws  Report public comments to the Adequate Board for each project Agency Administration Understanding of Statute  PAAA Training Mission, Goals,  Agency By-Laws  New Member Orientation Adequate  Process & Controls Agency Policies  Study Sessions 37  Annual Acknowledgement of Responsibilities  Agency Handbook - Reference Material for Board Ethics & Conflictof Statute  Annual Conflicts Interests  Conflict of Interest Policy Acknowledgement  Agency Code of Ethics  Annual COI statement Adequate  Conflict of interest certificate signed at every meeting Agency Finances  Financial Planning Statute  Annual Budget & Expenditures  Regulation  Annual Audit  Agency Policies  County Contract for Services  Procurement Policy  Board Monthly Review of Finances Adequate  Board Approval of Monthly Payment of Bills  Signature Authority and Two Signature for all expenditures Financial  Statute  Approval of Board of all Safeguards  Procurement Policy expenditures  Travel Policy Adequate  Annual Acknowledgement of Responsibilities  Agency Handbook - Reference Material for Board Ethics & Conflictof Statute  Annual Conflicts Interests  Conflict of Interest Policy Acknowledgement  Agency Code of Ethics  Annual COI statement Adequate  Conflict of interest certificate signed at every meeting Agency Finances  Financial Planning Statute  Annual Budget & Expenditures  Regulation  Annual Audit  Agency Policies  County Contract for Services  Procurement Policy  Board Monthly Review of Finances Adequate  Board Approval of Monthly Payment of Bills  Signature Authority and Two Signature for all expenditures Financial  Statute  Approval of Board of all Safeguards  Procurement Policy expenditures  Travel Policy Adequate 38 38 APPENDIX G FOUR YEAR FINANCIAL PLAN I. Expenses A. Operational Expenses 2021 2022 2023 2024 2025 Onondaga County Office $1,008,000 $800,000 $800,000 $800,000 $800,000 Marketing $0 $0 $0 $0 $0 Legal Services $50,000 $50,000 $50,000 $50,000 $50,000 Accounting Services $2,000 $2,000 $2,000 $2,000 $2,000 Annual Audit $13,000 $14,000 $14,000 $14,000 $14,000 Other Professional Services $20,000 $20,000 $20,000 $20,000 $20,000 Insurance $6,000 $6,000 $6,000 $6,000 $6,000 Office Expenses $5,000 $10,000 $10,000 $10,000 $10,000 Meetings $15,000 $15,000 $15,000 $15,000 $15,000 Rent $65,000 $65,000 $65,000 $65,000 $65,000 Other Operating Exp $25,000 $25,000 $25,000 $25,000 $25,000 Sub-Total Operational Expenses $1,209,000 $1,007,000 $1,007,000 $1,007,000 $1,007,000 B. Agency Program Expenses Project Expenses $0 $0 $0 $0 $0 Property Reserve $150,000 $150,000 $150,000 $150,000 $150,000 WPCP Marketing $25,000 $25,000 $25,000 $25,000 $25,000 WPCP Development $200,000 $200,000 $200,000 $200,000 $200,000 North Salina $7,000 $7,000 $7,000 $7,000 $7,000 800 Hiawatha $55,000 $55,000 $55,000 $55,000 $55,000 Sub-Total Program Expenses $437,000 $437,000 $437,000 $437,000 $437,000 Total Operational and Program $1,444,000 $1,646,000 $1,444,000 $1,444,000 $1,444,000 Expenses II. Revenue Agency Revenues $1,603,000 $1,401,000 $1,401,000 $1,401,000 $1,401,000 Interest Income $6,000 $6,000 $6,000 $6,000 $6,000 Lease Payments $12,000 $12,000 $12,000 $12,000 $12,000 Other Op Rev $25,000 $25,000 $25,000 $25,000 &25,000 Subsidies Grants Donations $0 $0 $0 $0 $0 Total Revenue $1,646,000 $1,444,000 $1,444,000 $1,444,000 $1,444,000 Projected Gain or Loss $0 $0 $0 $0 $0 APPENDIX G FOUR YEAR FINANCIAL PLAN I. Expenses A. Operational Expenses 2021 2022 2023 2024 2025 Onondaga County Office $1,008,000 $800,000 $800,000 $800,000 $800,000 Marketing $0 $0 $0 $0 $0 Legal Services $50,000 $50,000 $50,000 $50,000 $50,000 Accounting Services $2,000 $2,000 $2,000 $2,000 $2,000 Annual Audit $13,000 $14,000 $14,000 $14,000 $14,000 Other Professional Services $20,000 $20,000 $20,000 $20,000 $20,000 Insurance $6,000 $6,000 $6,000 $6,000 $6,000 Office Expenses $5,000 $10,000 $10,000 $10,000 $10,000 Meetings $15,000 $15,000 $15,000 $15,000 $15,000 Rent $65,000 $65,000 $65,000 $65,000 $65,000 Other Operating Exp $25,000 $25,000 $25,000 $25,000 $25,000 Sub-Total Operational Expenses $1,209,000 $1,007,000 $1,007,000 $1,007,000 $1,007,000 B. Agency Program Expenses Project Expenses $0 $0 $0 $0 $0 Property Reserve $150,000 $150,000 $150,000 $150,000 $150,000 WPCP Marketing $25,000 $25,000 $25,000 $25,000 $25,000 WPCP Development $200,000 $200,000 $200,000 $200,000 $200,000 North Salina $7,000 $7,000 $7,000 $7,000 $7,000 800 Hiawatha $55,000 $55,000 $55,000 $55,000 $55,000 Sub-Total Program Expenses $437,000 $437,000 $437,000 $437,000 $437,000 Total Operational and Program $1,444,000 $1,646,000 $1,444,000 $1,444,000 $1,444,000 Expenses II. Revenue Agency Revenues $1,603,000 $1,401,000 $1,401,000 $1,401,000 $1,401,000 Interest Income $6,000 $6,000 $6,000 $6,000 $6,000 Lease Payments $12,000 $12,000 $12,000 $12,000 $12,000 Other Op Rev $25,000 $25,000 $25,000 $25,000 &25,000 Subsidies Grants Donations $0 $0 $0 $0 $0 Total Revenue $1,646,000 $1,444,000 $1,444,000 $1,444,000 $1,444,000 Projected Gain or Loss $0 $0 $0 $0 $0 39 39 APPENDIX H PENDING LITIGATION NONE 40 APPENDIX H PENDING LITIGATION NONE 40