Machine-extracted (OCR) from the official document — formatting is approximate; the official copy governs.
335 MONTGOMERY STREET, FLOOR 2M, SYRACUSE, NY 13202
315.435.3770 • ECONOMICDEVELOPMENT@ONGOV.NET • ONGOVED.COM
Governance Committee Meeting Agenda
March 5, 2026
Committee Members: Elizabeth Dreyfuss (Chair), Garard Grannell, Randy Wolken
Call to Order the Governance Committee Meeting of the Agency
A. Approval of Meeting Minutes: December 11, 2026
Action Items:
1. Agency Policies
Review the Agency’s policies.
1. Defense and Indemnification Policy
2. Whistleblower Policy
3. Credit and Loan Policy
4. Code of Ethics and Conflict of Interest Policy
5. Compensation, Reimbursement and Attendance Policy
6. Local Access Policy
7. Investment Policy
8. Travel Policy
9. Procurement Policy
10. Property Disposition Policy
11. Real Property Acquisition Policy
Committee Action Requested:
a. A recommendation of the Committee to present the policies to the Agency Board
with/without comment for review and acceptance.
Representative: Alexis Rodriguez, Secretary
2. Agency Bylaws
Review the Agency’s Bylaws.
Committee Action Requested:
a. A recommendation of the Committee to present the Bylaws with/without comment to
the Agency Board for review and acceptance.
Representative: Alexis Rodriguez, Secretary
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3. Governance Committee Charter
Review the Committee Charter.
Committee Action Requested:
a. A recommendation of the Committee to present the Governance Committee Charter to
the Agency Board with/without comment for review and acceptance.
Representative: Alexis Rodriguez, Secretary
4. Audit Committee Charter
Review the Committee Charter.
Committee Action Requested:
a. A recommendation of the Committee to present the Audit Committee Charter to the
Agency Board with/without comment for review and acceptance.
Representative: Alexis Rodriguez, Secretary
Adjourn
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Governance Meeting Minutes
December 11, 2025
A Governance Committee meeting of the Onondaga County Industrial Development Agency was
held on Thursday, December 11, 2025, at 335 Montgomery Street, Floor 2M, Syracuse, New York.
Patrick Hogan called the meeting to order at 9:14 AM with the following in attendance:
PRESENT:
Patrick Hogan
Elizabeth Dreyfuss
ABSENT:
Garard Grannell
ALSO PRESENT:
Robert Petrovich, Executive Director
Nate Stevens, Treasurer
Alexis Rodriguez, Secretary
Evan Carter, Assistant Secretary
Robert Schoeneck, Assistant Treasurer
Jeffrey Davis, Esq., Agency Counsel
Amanda Fitzgerald, Esq., Agency Counsel
Approval of Meeting Minutes: January 9, 2025
Upon motion by Elizabeth Dreyfuss, seconded by Patrick Hogan, the Committee approved the
Governance Committee meeting minutes of January 9, 2025. Motion was carried.
Action Items:
1. Governance, Finance, Audit Committee Charters
Alexis Rodriguez noted that there were no changes made to the Charters from the previous
year and the Charters were circulated to all the Committee members in advance of the
meeting.
Patrick Hogan read the Agency action, “A resolution of the Committee to transmit the
Committee Charters without comment to the Agency Board for review and approval.”
Motion was made by Elizabeth Dreufuss, seconded by Patrick Hogan. Motion was carried.
Page 3 of 29
2. Board Self-Evaulations’ Summary
A. Rodriguez noted that the evaluations were circulated and all members responded.
Patrick Hogan read the Action action of “A resolution of the Committee to transmit the
Board self-evaluations’ summary without comment to the Agency Board for review and
approval.” Motion was made by Elizabeth Dreufuss, seconded by Patrick Hogan. Motion
was carried.
Motion to adjourn was made by Elizabeth Dreyfuss and seconded by Patrick Hogan at 9:15 AM.
___________________________________
Alexis Rodriguez, Secretary
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DEFENSE AND INDEMNIFICATION POLICY
This Defense and Indemnification Policy is adopted in accordance with Section 2824 of
the Public Authorities Act and applies to all members, officers and employees of the Onondaga
County Industrial Development Agency (the “Agency”).
The Agency shall indemnify all members and each officer and employee, and each other
person authorized to act for it on its behalf, against all expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by them as a
consequence of theirs being made a party to or being threatened to be made a party to any
threatened, pending or contemplated civil or administrative action, suit or proceeding, by reason
of their being or having been a member or officer of the Agency and in the performance of their
duties to the extent authorized by the Board.
The Agency shall not indemnify any member, officer, employee, or any other person
authorized to act for it on its behalf, in such cases where they are adjudged guilty of willful and
wanton misconduct or gross negligence in the performance of his or her duties or adjudged to
have not acted in good faith and in a manner they reasonably believed to be in or not opposed to
the best interest of the Agency and its members.
If a member or officer claims reimbursement or indemnification hereunder based upon
settlement of a matter, they shall be indemnified only if the Board (with any member seeking
reimbursement abstaining) approves such settlement and reimbursement as being in the best
interests of the Agency and, if a majority of the members request it, such approval is based on an
opinion of independent counsel supporting the propriety of such indemnification and
reimbursement.
The foregoing right of indemnification shall be in addition to and not exclusive of all
other rights such member or officer may have. The Board shall notify all members that it has
approved an indemnification payment at least ten (10) days prior to making such payment.
The Agency shall maintain full Directors and Officers liability insurance coverage toward
that end.
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WHISTLEBLOWER POLICY It is the responsibility of all Onondaga County Industrial Development Agency (the “Agency”) members, officers and employees to comply with the Agency’s Code of Ethics and to report violations or suspected violations in accordance with this Whistleblower Policy. It is the policy of the Agency to afford certain protections to individuals who in Good Faith report violations of the Agency’s Code of Ethics or other instances of potential Wrongdoing within the Agency. This Policy is set forth to encourage and enable members, officers and employees to raise concerns in Good Faith within the Agency and without fear of retaliation or adverse employment action. Definitions “Good Faith”: Information concerning potential Wrongdoing is disclosed in “Good Faith” when the individual making the disclosure reasonably believes such information to be true and reasonably believes that it constitutes potential Wrongdoing. “Agency Employee”: All board members, and officers and staff employed at the Agency whether full-time, part-time, employed pursuant to contract, employees on probation and temporary employees. “Whistleblower”: Any Agency Employee who in Good Faith discloses information concerning Wrongdoing by another Agency Employee, or concerning the business of the Agency itself.
“Wrongdoing”: Any alleged corruption, fraud, criminal or unethical activity, misconduct, waste,
conflict of interest, intentional reporting of false or misleading information, or abuse of authority
engaged in by a Agency Employee that relates to the Agency.
“Personnel Action”: Any action affecting compensation, appointment, promotion, transfer,
assignment, reassignment, reinstatement or evaluation of performance.
Section I: Reporting Wrongdoing
All Agency Employees who discover or have knowledge of potential Wrongdoing concerning
board members, officers, or employees of the Agency; or a person having business dealings with
the Agency; or concerning the Agency itself, shall report such activity in accordance with the
following procedures:
a) The Agency Employee shall disclose any information concerning Wrongdoing either orally
or in a written report to the Agency’s ethics officer or general counsel.
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b) All Agency Employees who discover or have knowledge of Wrongdoing shall report such
Wrongdoing in a prompt and timely manner.
c) The identity of the Whistleblower and the substance of their allegations will be kept
confidential to the best extent possible.
d) The individual to whom the potential Wrongdoing is reported shall investigate and handle the claim in a timely and reasonable manner, which may include referring such information to the Authorities Budget Office or an appropriate law enforcement agency where applicable. e) Should an Agency Employee believe in Good Faith that disclosing information within the Agency pursuant to Section 1(a) above would likely subject them to adverse Personnel Action or be wholly ineffective, the Agency Employee may instead disclose the information to State entity. Section II: No Retaliation or Interference No Agency Employee shall retaliate against any Whistleblower for the disclosure of potential Wrongdoing, whether through threat, coercion, or abuse of authority; and, no Agency Employee shall interfere with the right of any other Agency Employee by any improper means aimed at deterring disclosure of potential Wrongdoing. Any attempts at retaliation or interference are strictly prohibited and: a) No Agency Employee who in Good Faith discloses potential violations of the Agency’s Code of Ethics or other instances of potential Wrongdoing, shall suffer harassment, retaliation or adverse Personnel Action. b) All allegations of retaliation against a Whistleblower or interference with an individual seeking to disclose potential Wrongdoing will be thoroughly investigated by this Agency.
c) Any Agency Employee who retaliates against or had attempted to interfere with any
individual for having in Good Faith disclosed potential violations of this Agency’s Code of Ethics
or other instances of potential Wrongdoing is subject to discipline, which may include termination
of employment.
d) Any allegation of retaliation or interference will be taken and treated seriously and
irrespective of the outcome of the initial complaint, will be treated as a separate matter.
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POLICY PROHIBITING EXTENSION OF CREDIT TO
BOARD MEMBERS, OFFICERS AND EMPLOYEES
Pursuant to Section 2824(5) of the New York State Public Authorities Law, the Board of the
Onondaga County Industrial Development Agency (the “Agency”) shall not directly or indirectly,
including through any subsidiary, extend or maintain credit, arrange for the extension of credit or
renew an extension of credit, in the form of a personal loan to or for any officer, board member or
employee (or equivalent thereof) of the Agency. No officer, director or employee of the Agency
shall accept or arrange for any loan or extension of credit from the Agency or any affiliate of the
Agency.
Adopted: [__________], 2025
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CODE OF ETHICS AND CONFLICT OF INTEREST POLICY
ARTICLE I. PURPOSE AND CONSTRUCTION
The Citizens of Onondaga County expect the highest degree of conduct from the
Onondaga County Industrial Development Agency officers, staff 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 and
Conflict of Interest Policy 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.
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. “Conflict of Interest” means a situation in which the financial, familial, or personal
interests of an officer, employee or member come into actual or perceived conflict
with their duties and responsibilities with the Agency. Perceived conflicts of
interest are situations where there is the appearance that an officer, employee or
member can personally benefit from actions or decisions made in their official
capacity, or where an officer, employee or member may be influenced to act in a
manner that does not represent the best interests of the Agency. The perception of
a conflict may occur if circumstances would suggest to a reasonable person that an
officer, employee or member may have a conflict.
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e. "County" means the County of Onondaga.
f. "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.
g. "Relative" means a spouse or child of an Agency officer, employee or member.
h. "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, that may reasonably conflict with the
proper discharge of their duties in the public interest.
B. Impressions. No officer, employee or member of the Agency should by their
conduct give reasonable basis for the impression that any person can improperly influence them
or unduly enjoy their favor in the performance of their official duties, or that they are 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 they are likely to be engaged in acts that are in violation of their trust.
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C. Receipt or Benefit. No officer, employee, or member of the Agency shall use or
attempt to use their official position to secure unwarranted privileges or exemptions for themself
or others, including directly or indirectly soliciting, accepting or agreeing to accept any benefit
from another person upon an agreement that their 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 them in the course of their
official duties or use such information to further their 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
themself 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 they know
thereof, any officer, employee or member of the Agency who has any interest in any contract or
agreement of the Agency shall make prior disclosure in writing to the Chairman of the Agency
and to the Agency’s Counsel and shall withdraw from participation in any Agency process with
respect thereto, subject to Section 801 of the General Municipal Law relating to prohibited
conflicts of interest.
G. Partnership, unincorporated association or corporation. No partnership or
unincorporated association of which an Agency officer, employee or member is a member or
employee or in which he 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, based upon information available through their
official position that could create a conflict between their Agency duties and interests and their
private interests; (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 they have
a direct or indirect financial interest that might reasonably tend to conflict with the proper
discharge of their 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
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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,
they 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 two (2) years after the termination of service
or employment with the Agency, no former Directors or employees, 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.
K. Outside Employment. No employee may engage in outside employment if such
employment interferes with their ability to properly exercise their official duties with the Agency. 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.
M. Gifts. Officers, employees and members shall not accept or receive any gifts or
gratuities where the circumstances would permit the inference that: (a) the gift is intended to
influence the individual in the performance of official business; or (b) the gift constitutes a tip,
reward, or sign of appreciation for any official act by the individual. This prohibition extends to
any form of financial payments, services, loans, travel reimbursement, entertainment, hospitality,
thing or promise from any entity doing business with or before the Agency.
N. Professional Responsibility. Officers, employees and members shall manage all
matters within the scope of the Agency’s mission independent of any other affiliations or
employment. Officers, employees and members employed by more than one government shall
strive to fulfill their professional responsibility to the Agency without bias and shall support the
Agency’s mission to the fullest.
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ARTICLE IV. IMPLEMENTATION OF CODE OF ETHICS
Section 4.1: Ethics Officer
The board may designate an Ethics Officer, who shall report to the board and have the
following duties:
a. Counsel in confidence Agency directors and employees who seek advice about ethical
behavior.
b. Receive and investigate complaints about possible ethics violations.
c. Dismiss complaints found to be without substance.
d. Prepare an investigative report of their findings for action by the Executive Director
or the board.
e. Record the receipt of gifts or gratuities of any kind received by a director or employee,
who shall notify the Ethics Officer within 48 hours of receipt of such gifts or gratuities.
Section 4.2: Conflict of Interest Procedures
A. Duty to Disclose: All material facts related to the Conflict of Interest shall be disclosed in
good faith and in writing to the Governance Committee and/or the Ethics Officer. Such written disclosure
shall be made part of the official record of the proceedings of the Agency.
B. Determining Whether a Conflict of Interest Exists: The Governance Committee and/or
Ethics Officer shall advise the individual who appears to have a Conflict of Interest how to proceed.
C. Recusal and Abstention: No board member or employee may participate in any decision or
take any official action with respect to any matter requiring the exercise of discretion, including discussing
the matter and voting, when they know or have reason to know that the action could confer a direct or
indirect financial or material benefit on themself, a relative, or any organization in which there is an interest.
Board members and employees must recuse themselves from deliberations, votes, or internal discussion on
matters relating to any organization, entity or individual where their impartiality in the deliberation or vote
might be reasonably questioned, and are prohibited from attempting to influence other board members or
employees in the deliberation and voting on the matter.
D. Records of Conflicts of Interest: The minutes of the Agency’s meetings during which a
perceived or actual Conflict of Interest is disclosed or discussed shall reflect the name of the interested
person, the nature of the conflict, and a description of how the Conflict of Interest was resolved.
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ARTICLE V. PENALTIES
In addition to any penalty contained in any other provision of law, an Agency officer,
employee or member who knowingly and intentionally violates any of the provisions of this code
may be removed in the manner provided for in law, rules or regulations.
Amended: [_______], 2025
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COMPENSATION, REIMBURSEMENT
AND ATTENDANCE POLICY
The Onondaga County Industrial Development Agency (the “Agency”) shall contract with the
County of Onondaga for the Agency’s staff, including its Executive Director upon terms and
conditions mutually agreeable between the Agency and the County of Onondaga
The Executive Director shall attend all meetings of the members of the Agency and be available
as required to perform the operations of the Agency and as set forth within the By-Laws, as may
be amended, restated or revised from time to time by the Members of the Agency. The Members
and Officers of the Agency shall put forth their best efforts to perform their respective duties as
set forth within the By-Laws and Committee Charters, as each may be amended, restated or
revised from time to time by the Members of the Agency.
The Agency’s staff shall be reimbursed for expenses incurred for the benefit of the Agency
as approved by the Agency.
Members of the Agency shall receive no compensation for their services to the Agency, but shall
be entitled to the necessary expenses, including traveling expenses, incurred in the discharge of
their duties.
All reimbursements for expenses shall be reviewed and approved by the Executive Director.
However, if the Executive Director is seeking reimbursement allowed herein, such reimbursement
shall be reviewed and approved by the Treasurer.
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LOCAL ACCESS POLICY In absence of a waiver permitting otherwise, every project seeking the assistance of the Onondaga County Industrial Development Agency (Agency) must use local general contractors, sub-contractors and labor for one-hundred percent (100%) of the construction of new, expanded, or renovated facilities. The project’s construction or project manager need not be a local company. All projects of the Agency will be subject to monitoring by the Agency. Noncompliance may result in the revoking and/or recapture of all benefits extended to the project by the Agency. Definitions Local Labor is defined as laborers permanently residing in the State of New York counties of Cayuga, Cortland, Herkimer, Jefferson, Madison, Oneida, Onondaga, Oswego, Tompkins and Wayne. Local (Sub) Contractor is defined as a contractor operating a permanent office in the State of New York counties of Cayuga, Cortland, Herkimer, Jefferson, Madison, Oneida, Onondaga, Oswego, Tompkins and Wayne.
Waivers
The Agency may determine on a case-by-case basis to waive the local access policy for a project
or for a portion of a project where consideration of warranty issues, necessity of specialized
skills, significant cost differentials between local and non-local services or other compelling
circumstances exist. Should a company require a waiver of the local access policy, the Board
requests that the company make good faith efforts to use New York based companies prior to
reaching outside the state for services.
Waiver Process
The project Applicant will submit in writing a request for a waiver to the Executive Director of
the Agency. Said request will clearly and comprehensively explain and reliably verify the need
for the waiver. The company shall then provide proof to the Executive Director of diligent
efforts to secure labor within the local labor area. The company must provide proof directly
from local companies that the labor is not available in the local labor area. The Executive
Director will submit the verified waiver request to the Board Chair and the agency attorney for
review and shall approve or disapprove waivers.
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INVESTMENT POLICY
I. Purpose
1. The purpose of establishing this investment policy is to develop comprehensive
investment guidelines which detail the Agency’s operative policy and instructions to officers
regarding the investing, monitoring, and reporting of funds.
2. Funds include all moneys and financial resources available for investment. The
officers will be guided by this Investment Policy in managing the short and long-term
investments of the Agency’s available cash.
II. Objectives
The Agency’s primary investment objectives are:
Legal. To conform to all applicable federal, state and other legal requirements. This relates
both to the types of eligible investments and the requirements for adequate collateral to
provide insurance for all investments.
Preservation. To preserve principal. Safety considerations include: 1) FDIC coverage, 2)
written third party collateral agreements with local Banking Depositories and 3) statutory
guidelines which govern the types of investments allowed by public benefit corporations.
Liquidity. To provide sufficient cash to meet all operating and debt service
requirements.
Yield. To select investments, which will generate the highest return.
III. Standard of Prudence
The officers of the Agency shall seek to act responsibly as a custodian of the public trust
and shall avoid any transaction that might impair public confidence to govern effectively. The
officers of the Agency shall act in accordance with written procedures and policies and exercise
due diligence as investment officials.
IV. Internal Controls
The officers are responsible for establishing and maintaining an internal control structure
to provide reasonable assurance that:
a. deposits and investments are safeguarded against loss from unauthorized use or
disposition;
b. transactions are executed in accordance with management’s authorization;
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c. transactions are recorded properly;
d. transactions are managed in compliance with applicable laws and regulations
governing public funds.
e. quarterly financial reports shall be shared with the Members regarding financial
assets, investments held by the Agency and the selection of investment bankers, brokers,
agents, dealers or auditors; and
f. Investment Report: Within 90 days of the end of each fiscal year an audit of the
agency will be performed. The audit documents will include an analysis of the assets of
the Agency, including an investment report, investment guidelines and amendments
thereto, investment income record and list of total fees, commissions or other charges
paid to each investment banker, broker, agent, dealer and adviser rendering investment
associated services to the Agency.
V. Designation of Depository and Custodian
1. The Agency shall authorize one or more bank or trust company for deposit of
Agency funds (each an “Authorized Depository”).
2. Each Authorized Depository shall follow New York State GML regarding all cash
and financial assets of the Agency.
3. The Agency may turn over the physical custody and safekeeping of the evidences
of investments made pursuant to Section 11(4) of the General Municipal Law, Generally, Section
11(4) of the General Municipal Law allows the following types of entities to act as custodians of
Agency investments:
a. any bank or trust company incorporated in the State of New York;
b. any national bank located in the State of New York; and
c. any private banker duly authorized by the New York State Superintendent
of Banks to engage in business in New York State which maintains a permanent capital of
not less than one million dollars in New York State.
VI. Collateralizing Deposits
All deposits of the Agency in excess of the amount insured under the provisions of the
Federal Deposit Insurance Act shall be secured by eligible collateral. Eligible collateral consists
of any one, or combination, of the following:
a. “eligible securities” with an aggregate market value as provided by GML
§ 10, equal to the aggregate amount of deposits;
b. eligible surety bond for an amount at least equal to 100% of the aggregate
amount of deposits and the agreed upon interest, if any, executed by a qualified
insurance company; and
c. eligible letter of credit as security for the payment of 140% of the aggregate
amount of deposits.
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d. irrevocable letter of credit issued by a qualified federal home loan bank.
All securities pledged to secure deposits shall be held by a third-party bank or trust
company and shall be held pursuant to a written Custodial Agreement. In order to provide the
Agency with a perfected security interest the Custodial Agreement must contain all the necessary
provisions, including the following,
a. a security provision providing that the collateral is being pledged by the
bank or trust company as security for the public deposits. It shall also provide the
conditions under which the securities may be sold, presented for payment,
substituted or released and the events that will enable the Agency to exercise its
rights against the pledged securities;
b. that the securities held by the authorized bank or trust company, as agent
of and custodian for the Agency, shall be placed separate and apart from the
general assets of the custodial bank or trust company. They will not, in any
circumstances, be commingled with or become part of the security for any other
deposit or obligations;
c. that the custodian shall confirm the receipt, substitution or release of the
securities held on behalf of the Agency;
d. that the types of collateral used to secure Agency deposits must be in
accordance with the most current legislation authorizing various types of
collateral and approved by the Agency;
e. that the Agency requires an annual update on third party collateral
security;
f. that the Agency prohibits use of a sub-custodian and
g. that the Custodian Bank must be a member of the Federal Reserve Bank.
VII. Purchase of Investments
1. The officers are authorized to contract for the purchase of investments to achieve
the objectives of the investment policy. The officers are authorized to contract for the purchase of
all securities and execute contracts for Repurchase Agreements and Certificates of Deposit on
behalf of the Agency.
2. All investments will be purchased through, delivered to, and held in the custody
of an authorized depository. In determining the qualification of any investment banker, broker,
agent, dealer or other investment advisor and agent, the Agency shall take into consideration,
among any other relevant factors, the quality, reliability, experience, capitalization and size of
such entity.
3. Diversification of Investments: It is the policy of the Agency to diversify its
investments with regard to maturity schedule, types of investment and entities with which the
Agency transacts business.
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4. The Agency may invest in accordance with the General Municipal Law. Generally,
the General Municipal Law authorizes the following types of investments:
a. Special time deposit accounts in an authorized banking depository or trust
company secured in the same manner prescribed by General Municipal Law
(“GML”) § 10;
b. Certificates of Deposit;
c. Obligations of the United States of America;
d. Obligations guaranteed by agencies of the United States of America, where the
payment of principal and interest is guaranteed by the United States of
America; and
e. Obligations of the State of New York.
VIII. INVESTMENT CONTRACTS
The Agency shall enter into written contracts pursuant to which investments are made.
A written contract is not required if the Agency shall by resolution determine that a
written contract is not practical or that there is not a regular business practice of written contracts
with respect to a specific investment or transaction, in which case the Agency shall adopt
procedures covering such investment or transaction.
Such contracts and procedures shall include provisions:
a. deemed necessary and sufficient to secure in a satisfactory manner the
Agency’s financial interest in each investment;
b. covering the use, type and amount of collateral or insurance for each
investment;
c. establishing a method for valuation of collateral, and procedures for
monitoring the valuation of such collateral on a regular basis; and
d. for the monitoring, control, deposit and retention of investments and collateral
which shall include, in the case of a repurchase agreement, a requirement that
the obligations purchased be physically delivered for retention to the
corporation or its agent (which shall not be an agent of the party with whom
the corporation enters into such repurchase agreement), unless such
obligations are issued in book-entry form, in which case the corporation shall
take such other action as may be necessary to obtain title to or a perfected
security interest in such obligations.
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TRAVEL POLICY
The Executive Director reviews and authorizes all travel regarding Agency business. Officers of
the Agency may conduct travel to support the mission of the Agency.
Allowable Expenses
1. Agency officers are authorized to procure travel as needed to conduct Agency business.
2. Conference registrations, trainings, meetings, awards at recognition ceremonies and
associated refreshments and lodging.
3. When advancing the mission of the Agency, allowable expenses include meals and
refreshments, catering services, facility rental, transportation, lodging, and entertainment.
**For any allowable expense, an officer of the Agency may be reimbursed if their private funds
were utilized.**
1. Privately owned vehicle mileage will be at the rate allowed by the IRS.
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PROCUREMENT POLICY
The Onondaga County Industrial Development Agency is required to adopt internal
policies and procedures governing all procurement of goods and services which are not required
to be made pursuant to the competitive bidding requirements of Section 103 of the General
Municipal Law or of any other general, special or local law and which are paid for by the Agency
for its own use and account.
I.METHODS FOR PROCUREMENT
A. For the procurement of goods and services with value of less than $5,000, the Agency
shall seek a verbal quotation from the provider or providers of the good or service that
best meet the standards of efficiency, timeliness, practicality, and convenience. Given
these objectives, a price quote from a single vendor may be sufficient.
B. For the procurement of goods and services with value greater than $5,000, the Agency
shall seek quotations from not less than three vendors, if available, and shall select the
least expensive qualified vendor (qualifications to be determined by the Agency) from
those who respond to the request for quotations.
C. Notwithstanding anything contained herein to the contrary, procurements made pursuant
to (i) General Municipal Law, Section 103(3) (through county contracts); (ii) General
Municipal Law, Section 104 (through state contracts); (iii) State Finance Law, Section
175-b (from agencies for the blind or severely handicapped); and (iv) Correction Law,
Section 186 (articles manufactured in correctional institutions) shall be exempt from the
procurement procedures herein.
D. Agency joint funding: Where the Agency is a partial contributor to the acquisition of a
good or service, the Agency shall work in consultation with the other funding parties.
Procurement methods satisfactory to all involved parties shall be agreed to and
implemented.
E. In accordance with the General Municipal Law, the Agency may award a contract to a
single source if there are urgent needs or unforeseen circumstances that make it
impractical to seek multiple quotes. Additionally, if a vendor's extensive experience
with a specific project is considered highly beneficial for the Agency, that vendor may
be chosen exclusively. Factors justifying the selection of a vendor other than the lowest
bidder can include expertise, delivery timelines, quantity requirements, and previous
performance.
F. Documentation is required of each action taken in connection with each procurement.
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II. PROFESSIONAL SERVICES
A. For professional services exclusive to the Agency, the form of procurement will be a
written statement of requirements provided by the Agency, distributed in the form
of a request for professional services with responses to be in the form of a written
proposal including the acknowledgement of each Agency requirement and the
means by which that requirement will be fulfilled. The award of the purchase of
professional services will be in the form of a resolution of the Agency designating a
specific provider for professional services.
B. It is policy of the Agency to permit the sole source of legal services contracts for
bond counsel and special counsel in the event of conflicts of interest by general
counsel.
III. LOCAL PREFERENCE
A. It is the policy of the Agency that to the extent practicable to use suppliers of goods
and services within Onondaga County as the provider of services to the Agency.
Every effort will be made to include vendors within the County on any contact list in
any procurement process.
IV. EXCEPTIONS TO METHODS OF PROCUREMENT:
A. When exceptions are made to the general methods of procurement it shall be indicated
in writing and approved by the Board.
V. APPOINTMENT OF A PURCHASING OFFICER
A. It is the policy of the Agency to appoint a Purchasing Officer. The Purchasing Officer
will be responsible for sourcing equipment, goods and services and managing the
vendors of the Agency. In the event the Purchasing Officer is unable to fulfill their
duties, the Executive Director of the Agency has the authority to appoint a Purchasing
Officer.
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PROPERTY DISPOSITION GUIDELINES
ARTICLE 1. DEFINITIONS
For the purposes of these Guidelines, unless a different meaning is required by the
context:
Section 1.1 "Contracting Officer" shall mean an officer of the Agency who is
responsible for the disposition of property.
Section 1.2 "Dispose" or "disposal" shall mean transfer of title or any other beneficial
interest in personal or real property in accordance with Section 2897 of the Public Authorities
Law.
Section 1.3 "Property" shall mean personal property in excess of $5,000 in value, real
property, and any inchoate or other interest in such property, to the extent that such interest may
be conveyed to another person for any purpose, excluding an interest securing a loan or other
financial obligation of another party.
ARTICLE 2. DUTIES
Section 2.1 The Agency shall:
(a) maintain adequate inventory controls and accountability systems for all
property under its control;
(b) periodically inventory such property to determine which property shall be
disposed of;
(c) publish, not less frequently than annually, a report listing all real property
of the Agency. Such report shall include a list and full description of all real and personal property
disposed of during such period. The report shall contain the price received by the Agency and
the name of the purchaser for all such property sold by the Agency during such period;
(d) transfer or dispose of such property in accordance with Section 2897 of the
Public Authorities Law.
(e) review and approve these guidelines annually and file with the
Comptroller, the director of the budget, the commissioner of general services, the legislature and
the authorities budget office a copy of the most recently reviewed and approved guidelines by
March 31 of each year.
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ARTICLE 3 DISPOSITION OF PROPERTY
Section 3.1 Supervision and Direction. Except as otherwise provided herein, the
Contracting Officer shall have supervision and direction over the disposition of property of the
Agency. The Agency shall have the right to dispose of its property for any valid corporate
purpose.
Section 3.2 Custody and Control. The custody and control of the property of the
Agency, pending its disposition, and the disposal of such property, shall be performed by the
Agency or by the Commissioner of General Services when so authorized under this section.
Section 3.3 Method of Disposition. Subject to Section 2896 of the Public Authorities
Law, the Agency may dispose of its property for not less than the fair market value of such
property by sale, exchange, or transfer, for cash, credit, or other property, with or without
warranty, and upon such other terms and conditions as the Contracting Officer deems proper,
and it may execute such documents for the transfer of title or other interest in property and take
such other action as it deems necessary or proper to dispose of such property under the provisions
of this section. Provided, however, that no disposition of real property or any interest in real
property, shall be made unless an appraisal of the value of such property has been made by an
independent appraiser and included in the record of the transaction, and, provided further, that
no disposition of any other property, which because of its unique nature or the unique
circumstances of the proposed transaction is not readily valued by reference to an active market
for similar property, shall be made without a similar appraisal.
Section 3.4 Sales by the Commissioner of General Services. When it shall be deemed
advantageous to the State of New York, the Agency may enter into an agreement with the
Commissioner of General Services where under such Commissioner may dispose of property of
the Agency under terms and conditions agreed to by the Agency and the Commissioner of
General Services. In disposing of any such property of the Agency, the Commissioner of General
Services shall be bound by the terms of this section and references to the Contracting Officer shall
be deemed to refer to such Commissioner.
Section 3.5 Validity of Deed, Bill of Sale, Lease, or Other Instrument. A deed, bill of
sale, lease, or other instrument executed by or on behalf of the Agency, purporting to transfer title
or any other interest in property of the Agency under these Guidelines shall be conclusive
evidence of compliance with the provisions hereof insofar as concerns title or other interest of
any bona fide grantee or transferee who has given valuable consideration for such title or other
interest and has not received actual or constructive notice of lack of such compliance prior to the
closing.
Section 3.6 Bids for Disposal; Advertising; Procedure; Disposal by Negotiation;
Explanatory Statement.
(a) All disposals or contracts for disposal of property of the Agency made or authorized
by the Contracting Officer shall be made after publicly advertising for bids except as provided in
Section 3.6(c) and (f).
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(b) Whenever public advertising for bids is required under Section 3.6(a):
(i) the advertisement for bids shall be made at such time prior to the disposal or
contract, through such methods, and on such terms and conditions as shall permit full and free
competition consistent with the value and nature of the property.
(ii) all bids shall be publicly disclosed at the time and place stated in the
advertisement; and
(iii) the award shall be made with reasonable promptness by notice to the
responsible bidder whose bid, conforming to the invitation for bids, will be most advantageous
to the state, price and other factors considered; provided, that all bids may be rejected when it is
in the public interest to do so.
(c) Disposals and contracts for disposal of property may be negotiated or made by public
auction without regard to Section 3.6(a) and (b) but subject to obtaining such competition as is
feasible under the circumstances, if:
(i) the personal property involved has qualities separate from the utilitarian
purpose of such property, such as artistic quality, antiquity, historical significance, rarity, or other
quality of similar effect, that would tend to increase its value, or if the personal property is to be
sold in such quantity that, if it were disposed of under Section 3.6(a) and (b), would adversely
affect the state or local market for such property, and the estimated fair market value of such
property and other satisfactory terms of disposal can be obtained by negotiation;
(ii) the fair market value of the property does not exceed fifteen thousand dollars
($15,000.00);
(iii) bid prices after advertising therefore are not reasonable, either as to all or some
part of the property, or have not been independently arrived at in open competition;
(iv) the disposal will be to the state or any political subdivision, and the estimated
fair market value of the property and other satisfactory terms of disposal are obtained by
negotiation;
(v) under those circumstances permitted by Section 3.7 hereof; or
(vi) such action is otherwise authorized by law.
(d) (i) An explanatory statement shall be prepared of the circumstances of each
disposal by negotiation of:
(A) any personal property which has an estimated fair market value in
excess of $15,000;
(B) any real property that has an estimated fair market value in excess of
$100,000, except that any real property disposed of by lease or exchange shall only be subject to
clauses (C) and (D) of this subparagraph;
(C) any real property disposed of by lease if the estimated annual rent over
the term of the lease is in excess of $15,000; or
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(D) any real property or real and related personal property disposed of by
exchange, regardless of value, or any property any part of the consideration for which is real
property.
(ii) Each such statement shall be transmitted to the persons entitled to receive
copies of the report required under Section 2896 of the Public Authorities Law not less than 90
days in advance of such disposal and a copy thereof shall be preserved in the files of the Agency.
Section 3.7. Disposal of property for less than fair market value.
(a) No asset owned, leased or otherwise in the control of the Agency may be sold, leased,
or otherwise alienated for less than its fair market value except if:
(i) the transferee is a government or other public entity, and the terms and
conditions of the transfer require that the ownership and use of the asset will remain with the
government or any other public entity;
(ii) the purpose of the transfer is within the purpose, mission or governing statute
of the Agency; or
(iii) in the event the Agency seeks to transfer an asset for less than its fair market
value to other than a governmental entity, which disposal would not be consistent with the
Agency’s mission, purpose or governing statutes, the Agency shall provide written notification
thereof to the governor, the speaker of the assembly, and the temporary president of the senate,
and such proposed transfer shall be subject to denial by the governor, the senate, or the assembly.
(b) In the event a below fair market value asset transfer is proposed, the following
information must be provided to the Agency board and the public:
(i) a full description of the asset;
(ii) an appraisal of the fair market value of the asset and any other information
establishing the fair market value sought by the board;
(iii) a description of the purpose of the transfer, and a reasonable statement of the
kind and amount of the benefit to the public resulting from the transfer, including but not limited
to the kind, number, location, wages or salaries of jobs created or preserved as required by the
transfer, the benefits, if any, to the communities in which the asset is situated as are required by
the transfer;
(iv) a statement of the value to be received compared to the fair market value;
(v) the names of any private parties participating in the transfer, and if different
than the statement required by subparagraph (iv) of this paragraph, a statement of the value to
the private party; and
(vi) the names of other private parties who have made an offer for such asset, the
value offered, and the purpose for which the asset was sought to be used.
(c) Before approving the disposal of any property for less than fair market value, the
Agency board shall consider the information described in paragraph b of this Section 3.7 and
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make a written determination that there is no reasonable alternative to the proposed below-
market transfer that would achieve the same purpose of such transfer.
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REAL PROPERTY ACQUISITION POLICY
I. Purpose and Execution
Pursuant to Section 2824 of the Public Authorities Law the following policy (“Policy”)
shall be applicable with respect to the acquisition of real property and any interests therein
(“Real Property”) by the Agency.
II. Acquisition of Real Property
Real Property may be acquired by purchase, lease or otherwise by the Agency for use,
development, resale, leasing or other uses designated by the Agency. The purpose of each
acquisition of Real Property by the Agency shall be to further one or more purposes of the
Agency or for a purpose otherwise permitted under applicable state law.
III. Review and Approval of Real Property Acquisitions
A. Prior to each acquisition of Real Property, Agency staff will conduct such due diligence
as is appropriate in accordance with the particular circumstances of the proposed
acquisition. Such due diligence may include, but is not limited to, Real Property appraisals
and review and investigation of environmental, structural, title, pricing and other applicable
matters.
B. Proposed acquisitions along with Agency staff due diligence shall be presented to the
Members of the Agency for approval or other appropriate action.
C. Members of the Agency will evaluate proposed acquisitions of Real Property based
upon the strategic fit of the property to the Agency’s goals.
D. A deed, bill of sale, lease, or other instrument executed by or on behalf of the seller of
the Real Property and accepted by the Agency, purporting to transfer title or any other
interest in property of the seller to the Agency in accordance herewith shall be conclusive
evidence of compliance with the provisions of these guidelines and all applicable law
insofar as concerns title or other interest of any bona fide grantor or transferor who has
received valuable consideration for such title or other interest and has not received actual
or constructive notice of lack of such compliance prior to closing.
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GOVERNANCE COMMITTEE CHARTER This Governance Committee Charter was adopted by the Members of the Onondaga County Industrial Development Agency, a public benefit corporation established under the laws of the State of New York, on the 10th day of January 2008. Purpose Pursuant to Article VI, Section 1 of the Agency’s bylaws, the purpose of the Governance Committee is to assist the Members by: Keeping the Members informed of current best practices in corporate governance; Reviewing corporate governance trends for their applicability to the Onondaga County Industrial Development Agency; Updating the Onondaga County Industrial Development Agency’s corporate governance principles and governance practices; and Advising those responsible for appointing Members to the Agency on the skills, qualities and professional or educational experiences necessary to be effective Agency Members. Powers of the Governance Committee The Members have delegated to the Governance Committee the power and authority necessary to discharge its duties, including the right to: Meet with and obtain any information it may require from Agency staff. Obtain advice and assistance from outside counsel, accounting and other advisors as the Committee deems necessary.
Solicit, at the Agency’s expense, persons having special competencies, including
legal, accounting or other consultants as the Committee deems necessary to fulfill its
responsibilities. The Governance Committee shall have the authority to negotiate the
terms and conditions of any contractual relationship subject to the Agency’s adopted
procurement guidelines as per Public Authorities Law Section 2879, and to present
such contracts to the Members for their approval.
5‐B.1
Composition and Selection
The membership of the Committee shall be as set forth in accordance with and pursuant
to Article IV, Section 1 of the Agency’s bylaws. The Governance Committee shall be
comprised of independent members. The Governance Committee members shall be
appointed by, and will serve at the discretion of the Chairman of the Agency. The
Chairman may designate one member of the Governance Committee as its Chair. The
members shall serve until their resignation, retirement, removal by the Chairman or
until their successors shall be appointed and qualified.
Governance Committee members shall be prohibited from being an employee of the Agency or an immediate family member of an employee of the Agency. In addition, Governance Committee members shall not engage in any private business transactions with the Agency or receive compensation from any private entity that has material business relationships with the Agency, or be an immediate family member of an individual that engages in private business transactions with the Agency or receives compensation from an entity that has material business relationships with the Agency. The Governance Committee members should be knowledgeable or become knowledgeable in matters pertaining to governance. Committee Structure and Meetings The Governance Committee will meet a minimum of twice a year, with the expectation that additional meetings may be required to adequately fulfill all the obligations and duties outlined in the charter. All Committee members are expected to attend each meeting, in person or via telephone or videoconference. Meeting agendas will be prepared for every meeting and provided to the Governance Committee members in advance of the scheduled meeting, along with the appropriate materials needed to make informed decisions. The Governance Committee shall act only on the affirmative vote of a majority of the members at a meeting or by consent of a majority of the members. Minutes of these meetings are to be recorded. Reports The Governance Committee shall:
Report its actions and recommendations to the Members at the next regular meeting
of the Members.
Report to the Members, at least annually, regarding any proposed changes to the
governance charter or the governance guidelines.
5‐B.2
Provide a self‐evaluation of the Governance Committee’s functions on an annual
basis.
Responsibilities
To accomplish the objectives of good governance and accountability, the governance
committee has responsibilities related to: (a) the Agency’s Members; (b) evaluation of
the Agency’s policies; and (c) other miscellaneous issues.
Relationship to the Authority’s Members
The Members have delegated to the Governance Committee the responsibility to review,
develop, draft, revise or oversee policies and practices for which the Governance
Committee has specific expertise, as follows:
Develop the Agency’s governance practices. These practices should address
transparency, independence, accountability, fiduciary responsibilities, and
management oversight.
Develop the competencies and personal attributes required of Members to assist
those authorized to appoint members to the Agency in identifying qualified
individuals.
In addition, the governance committee shall:
Develop and recommend to the Members the number and structure of committees to
be created by the Members.
Develop and provide recommendations to the Members regarding Agency Member
education, including new Member orientation and regularly scheduled Agency
Member training to be obtained from state‐approved trainers.
Develop and provide recommendations to the Members on performance
evaluations, including coordination and oversight of such evaluations of the
Members, its committees and senior management in the Agency’s governance
process.
Evaluation of the Agency’s Policies
The Governance Committee shall:
Develop, review on a regular basis, and update as necessary the Agency’s code of
ethics and written policies regarding conflicts of interest. Such code of ethics and
policies shall be at least as stringent as the laws, rules, regulations and policies
applicable to state officers and employees.
5‐B.3
Develop and recommend to the Members any required revisions to the Agency’s
written policies regarding the protection of whistleblowers from retaliation.
Develop and recommend to the Members any required revisions to the Agency’s
equal opportunity and affirmative action policies.
Develop and recommend to the Members any required updates on the Agency’s
written policies regarding procurement of goods and services, including policies
relating to the disclosure of persons who attempt to influence the Agency’s
procurement process.
Develop and recommend to the Members any required updates on the Agency’s
written policies regarding the disposition of real and personal property.
Develop and recommend to the Members any other policies or documents relating to
the governance of the Agency, including rules and procedures for conducting the
business of the Agency’s Members, such as the Agency’s by‐laws. The Governance
Committee will oversee the implementation and effectiveness of the by‐laws and
other governance documents and recommend modifications as needed.
Other Responsibilities
The Governance Committee shall:
Review on an annual basis the compensation and benefits for the Executive Director
and other senior Agency officials.
Annually review, assess and make necessary changes to the Governance Committee
charter and provide a self‐evaluation of the Governance Committee.
5‐B.4