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Annual Meeting Agenda 8:00AM Economic Development Conference Room Tuesday, March 12, 2019

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Annual Meeting Agenda 8:00AM Economic Development Conference Room Tuesday, March 12, 2019 ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY 333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202 PHONE: 315.435.3770 FAX: 315.435.3669 SYRACUSECENTRAL.COM Annual Meeting Agenda 8:00AM Economic Development Conference Room Tuesday, March 12, 2019 8:05 AM Call to Order 1. Approval of Minutes – 2018 Annual Meeting of the OCIDA 2. Slate of Officers & Chairs Patrick Hogan, Chair Janice Herzog, Vice Chair Robert M. Petrovich, Interim Executive Director Genevieve A. Suits, Secretary Nate Stevens, Treasurer Karen Doster, Recording Secretary Christopher Cox, Assistant Treasurer Robert M. Petrovich, Freedom of Information Act Officer Patrick Hogan, Freedom of Information Act Appeals Officer Robert M. Petrovich, State Finance Law Contract (Procurement) Officer Agency Action Requested: A Resolution of the Board to approve the presented slate of officers for the 2019 Agency Fiscal Year. 3. Review and Approve 2018 Annual Report Agency Action Requested: A Resolution approving the 2018 Annual Report of the Corporation Representative: Genevieve A. Suits, Secretary 4. Governance Committee Annual Report: Agency Action Requested: A Resolution by the Board accepting the Annual Report of the Governance Committee. Representative: Genevieve A. Suits, Secretary 5. Annual Project Review The Board will review the status of projects of the Agency which have not had significant action in the past 12 months. Agency Action Requested: None Representative: Genevieve A. Suits, Secretary 6. Reappointment of Contractors: The Agency appoints Counsel, Special Counsels and the Auditor for a 3-year period. The agreement, however, is subject to annual reappointment by the board. The auditor, counsel and special counsel contract expires December 31, 2020. Agency Action Requested: A Resolution of the Board reappointing for one year: 1. Barclay Damon, LLP as its Agency Counsel, and 2. As special counsels: Bond, Schoeneck & King; Harris Beach; Nixon Peabody and Wood & Smith, and 3. Authorizing the Agency to retain Grossman St. Amour as its Auditor Representative: Nate Stevens, Treasurer 7. 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, Agency Treasurer Adjourn 2 Onondaga County Industrial Development Agency Annual Meeting Minutes February 6, 2018 The annual meeting of the Onondaga County Industrial Development Agency was held on Tuesday, February 6, 2018 at the 333 West Washington Street, Syracuse, New York in the large conference room on the first floor. Chairperson Patrick Hogan called the meeting to order at 8:00 am with the following: PRESENT: Patrick Hogan Steve Morgan Susan Stanczyk Kevin Ryan Fanny Villarreal ABSENT: Victor Ianno Janice Herzog ALSO PRESENT: Julie Cerio, OCIDA, Executive Director Isabelle Harris, Secretary Nate Stevens, Treasurer Karen Doster, Recording Secretary, Agency Tony Rivizzigno, Barclay Damon Law Firm Amanda Mirabito, Barclay Damon Law Firm APPROVAL OF ANNUAL MEETING MINUTES – FEBRUARY 7, 2018 Pat Hogan stated the list of board members needs to be updated in the bylaws. Upon a motion by Susan Stanczyk, seconded by Steve Morgan, the OCIDA Board approved the minutes of the February 7, 2017 annual meeting. Motion was carried. SLATE OF OFFICERS & CHAIRS Upon a motion by Susan Stanczyk, seconded by Steve Morgan, the OCIDA Board approved a resolution appointing Patrick Hogan as Chair, Janice Herzog as Vice Chair, Julie Cerio as Executive Director, Isabelle Harris as Secretary, Nate Stevens as Treasurer, Karen Doster as Recording Secretary, 1 Christopher Cox as Assistant Treasurer, Julie A. Cerio as Freedom of Information Act Officer, Patrick Hogan as Freedom of Information Act Appeals Officer and Julie A. Cerio as State Finance Law Contract (Procurement) Officer. Motion was carried. REVIEW AND APPROVAL 2017 ANNUAL REPORT Isabelle Harris stated everything has been updated. Upon a motion by Susan Stanczyk, seconded by Fanny Villarreal, the OCIDA Board approved a resolution accepting the 2017 Annual Report. Motion was carried. GOVERNANCE COMMITTEE REPORT Isabelle Harris stated updates were made but no other changes. Upon a motion by Susan Stanczyk, seconded by Steve Morgan, the OCIDA Board approved a resolution accepting the Governance Committee Report. Motion was carried. ANNUAL PROJECT REVIEW Isabelle Harris stated there no projects that didn’t have some action in the past 12 months so no action is requested. REAPPOINTMENT OF CONTRACTORS Upon a motion by Susan Stanczyk, seconded by Steve Morgan, the OCIDA Board approved a resolution appointing for one year Barclay Damon, LLP as Agency Counsel, Bond, Schoeneck & King; Harris Beach, Nixon Peabody and Wood & Smith as Special Counsel and Grossman St. Amour PLLC as its Auditor. Motion was carried. 2 ACCOUNTS AND SIGNATURE AUTHORIZATION Patrick Hogan stated the signature authorities are Nate Stevens, Julie Cerio and himself. Julie Cerio agreed and stated every check that goes out has a dual signature. She stated that is one of the ways that we check and balance. Fanny Villarreal asked if it is required for any amount. Julie Cerio stated yes. She stated a third person gets the bill, writes out the check, gets approval and then the check is signed. Upon a motion by Susan Stanczyk, seconded by Steve Morgan, the OCIDA Board approved a resolution authorizing the accounts and signature authorizations at M & T Bank. Motion was carried. Upon a motion by Susan Stanczyk, seconded by Steve Morgan, the OCIDA Board adjourned the meeting at 8:07 am. Motion was carried. ____________________________________ Isabelle Harris, Secretary 3 Onondaga County Industrial Development Agency Annual Report 2018 Onondaga County Industrial Development Agency 333 W. Washington Street, Suite 130 Syracuse, NY 13202 315-435-3770 (P) 315-435-3669 (F) Robert Petrovich, Executive Director [email protected] www.ongoved.com TABLE OF CONTENTS BOARD OF DIRECTORS Board Members 1 Officers & Staff 2 Committees & Members 3 Board Meeting and Attendance 4 ORGANIZATION Organizational Chart 5 Mission, Purpose & Description 6 Statutory Basis 6 Subsidiaries 7 OPERATIONS Program Incentives 8 Accomplishments 9 Assessment of Internal Controls 9 Material Changes to Operations & Programs 10 PROJECT DETAIL Straight Lease Transactions 10 Closed Straight Lease Transactions 10 Straight Lease Transactions - In Progress 11 Bond Projects Tax Exempt Bonds 11 Taxable Bonds 11 Employee Productivity Program Awarded 12 Paid 12 FINANCIAL REPORT Revenue & Expense Summary 12 Asset & Liability Summary 12 CONTRACTS 13 REAL PROPERTY SCHEDULE 14 APPENDICES 15 A - Board Biographies 16 B - Board & Committee Self-Evaluation 18 C - By-Laws 23 D - Code of Ethics 29 E - Performance Goals 31 F - Internal Controls Report 33 G - Four-Year Financial Plan 36 H - Pending Litigation 37 BOARD MEMBERS1 Names and Terms Patrick Hogan, Chair (February 2012- present) Janice Herzog, Vice Chair (February 2013-present) Victor Ianno (February 2012-present) Steve Morgan (September 2014-Present) Susan Stanczyk (December 2015 – Present) Kevin Ryan (June 2016 – Present) Fanny Villarreal (August 2016-present) 1 The Board Members of the OCIDA are appointed by and serve at the pleasure of the Onondaga County Legislature 1 OFFICERS AND STAFF Officers & Staff Julie A. Cerio Executive Director Genevieve A. Suits Secretary Karen Doster Recording Secretary Nate Stevens Treasurer 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 2018 BOARD MEETINGS & ATTENDANCE January Februay March April May June July August Hogan Hogan Hogan Hogan Hogan Hogan Hogan Hogan Herzog Morgan Herzog Herzog Morgan Herzog Ianno Herzog Morgan Stanczyk Morgan Morgan Stanczyk Ianno Morgan Ianno Stanczyk Villarreal Villarreal Stanczyk Ianno Morgan Stanczyk Morgan Villarreal Ryan Ryan Ryan Ryan Stanczyk Villarreal Ryan Villarreal September October November December Hogan Hogan Hogan Hogan Herzog Herzog Herzog Herzog Ianno Morgan Morgan Ianno Morgan Stanczyk Stanczyk Morgan Stanczyk Ryan Ryan Stanczyk Ryan Villarreal Villarreal Ryan Villarreal Villarreal Compensation Schedule For those who make over $100,000 including biographical information None Board Biographies Appendix A Board & Committee Evaluations Appendix B 4 2018 IDA ORGANIZATIONAL CHART IDA Board Freedom of Information Freedom of Information Officer Appeals Officer Julie A. Cerio Patrick Hogan Board Chair Committees Officers Patrick Hogan Finance Audit Board Vice Chair Executive Director Secretary Governance Committee Committee Committee Janice Herzog Julie A. Cerio Genevieve A. Suits Chair Chair Chair Recording Secretary Treasurer Victor Ianno Kevin Ryan Janice Herzog Karen Doster Nate Stevens Steve Morgan Fanny Villarreal Susan Stanczyk Assistant Treasurer Patrick Hogan Patrick Hogan Patrick Hogan Christopher Cox 5 MISSION To stimulate economic development, growth, and general prosperity for the people of Onondaga County by using available incentives, rights and powers in an efficient and cooperative manner. PURPOSE & DESCRIPTION The Onondaga County Industrial Development Agency (“the Agency”) is a public benefit corporation of the State of New York
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