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

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

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,

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.

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

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

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

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

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 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.

6 BYLAWS

Appendix C

CODE OF ETHICS

Appendix D

PERFORMANCE GOALS

Appendix E

AUTHORITIES & SUBSIDIARIES

None

7 OPERATIONS, PROGRAMS & ACCOMPLISHMENTS

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, 2018 fiscal year, the Agency conducted 22 public meetings. These meetings included 12 regular board meetings, 1 special meeting, 1 annual meeting, 5 committee meetings, and 13 public hearings.

. An independent certified public accounting firm performs the annual financial audit of the Agency. The report will be available after March 31, 2019 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

. Business Project and Program Support – financial support and contract management services for New York State economic development grant programs on behalf of private businesses.

. Community Project Support – Funding support for projects managed by not-for-profit community and economic development agencies, consistent with the Agency’s Mission

. Asset Development – Development of property and facilities for investment, for example the White Pine Commerce Park

8 ACCOMPLISHMENTS

. OCIDA completed one Payment in Lieu of tax agreement (PILOT) in 2018: NexGen Power Systems, Inc. in the town of Dewitt.

. In 2018 the Agency induced nine projects with a capital investment totaling approximately $27,743,440.00.

. Continued remediation planning and work at the Roth Steel property located at 800 Hiawatha Blvd, Syracuse.

. Continued development of White Pine Commerce Park property.

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, 2017. 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 2018 fiscal year will be completed by March 31, 2019. This is done by agency auditor. (Appendix F)

MATERIAL CHANGES TO OPERATIONS AND PROGRAMS

 None

PROJECT DETAIL

Straight Lease Transactions Closed Transactions

Project ID Company Project Description Location Amount Retained New Purchase of land and construction of a 4,800 sq. ft. building in the Addcom Hancock Air Park 18-03A Electronics Cicero $277,500 2 1 Renovation of a 87,737 sq. ft. building and adjacent 40,000 sq. ft truck terminal into company's Morse headquarters and primary base of Manufacturing operations. 17-01A Co., Inc. Salina $3,885,000 35 0 Renovation of a 52,800 sq. ft. Specialist’s building into one-day surgery One Day center. 17-07A Surgery Cicero $13,512,723 0 40 $17,675,223 37 41

Straight Lease Transactions Projects- in-Progress

Project ID* Company Project Description Location Amount Retained New

Renovation of approximately Armoured 160,000 sq. ft. of building space. Dewitt and 18-06A One, LLC Syracuse $5,180,000 31 70 Development of the Inner Harbor area of Syracuse into a COR Inner unique mixed-use Harbor neighborhood. City of 15-14A Company LLC Syracuse $323,560,000 0 TBD Renovation of their existing facility. Clay and 18-10B DOT Foods Salina $2,272,000 0 0 100,000 sq. ft. expansion of G&C Foods current facility. 18-05B Distibutors Van Buren $22,250,000 0 59

10 Renovation and expansion of Immediate 18,500 sq. ft. of production and Mailing office space. 18-02A Services Salina $1,331,000 0 22 Renovation of an existing 66,550 sq. ft. building into 7,000 sq. ft. of office and 21,700 sq. ft. NexGen Power of manufacturing space. 18-01A Systems, Inc. Dewitt $19,500,000 0 231 Land acquisition and expansion of their current Syracuse Label facility in the Hancock Airpark. 18-09B Co., Inc. Cicero $3,356,000 88 10 Upstate Coin & Gold (That Was Random, Acquisition and renovation of Inc.) two adjacent parcels. 18-04A Dewitt $2,987,113 15 13 $380,436,113 134 405

Bond Transactions Closed Transactions None

Bond Projects in Progress None

Employee Productivity Program

Tessy Plastics $12,500 FINANCIAL REPORT

The Public Authority Accountability Act of 2005 (PAAA) as amended in 2009 is designed to ensure greater efficiency and accountability for New York's public authorities, including Industrial Development Agencies. Among the requirements of the PAAA is the preparation of an annual report that is to contain specified information. This section of the Agency Annual Report summarizes the financial information required by the PAAA.

Revenue/Expense Summary (Draft) Category Revenue Expense Operating Revenue $ 1,427,729

11 Pass-Thru Income $ 51,420 Other Revenues $ 313,125 Operating Expense $ 2,776,436 Program Expense $ 0 Pass-Thru Expenses $ 51,420 Gain (Loss) $ (1,035,582) Total $ 1,792,274 $1,792,274

Assets and Liabilities Summary3 (Draft) Assets Cash and cash equivalents $2,299,335 Accounts Receivable $1,022,206 Notes Receivable $2,083 Prepaid expenses $0 Restricted Cash $1,642 Capital assets $3,634,691 Other Assets $0 Total $6,959,957

Liability & Equity Accounts Payable $176,998 Due to Related Party $279,257 Due to other governments $0 Note Payable, current portion $0 Equity $6,503,702 Total $6,959,957

Four-Year Financial Plan Appendix G

Revenue & Expense Detail See 2018 Audited Financial Statements

Assets & Liability Detail See 2018 Audited Financial Statements

3 The complete balance sheet is found in Appendix D

12 Agency Contracts

Environmental Remedial Made payments of $466,717 for 800 Hiawatha Services, Inc. Building Demo JMT of New York, Inc. Made payments of $238,851 for 800 Hiawatha (Formerly Spectra) Brownfield cleanup program Made payments of $53,839 for WPCP engineering O’Brien & Gere studies Bell Tenant Champions Made payment of $12,870 for Real estate Services Syracuse Design Group Made payments of $570 for website Grossman St. Amour CPA’s PLLC Made payment of $13,000 for 2017 Audit Barclay Damon LLP (Formerly Gilberti, Heintz & Smith) Made payments of $20,928 for Legal Services in 2018

Agency Contract above $5000 - Issued Without Competitive Bids

None

13 Real Property Schedule

A: Real Property Held

Description FMV 435 North Salina $442,500 800 Hiawatha $2,835,475 White Pines Commerce Park $ 4,344,418

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

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 years 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 18years. 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.

Steven Morgan Steven Morgan is the owner and President of Dependable Disposal and Morgan Rubbish Removal in the town of Van Buren. Steven has been involved in the environmental-waste management sector in the Syracuse-Onondaga County area for over 24 years. Both companies provide environmentally safe waste removal and recycling solutions for residential, industrial and commercial customers. Steven believes very strongly in long-term business growth for the area that is accretive and that businesses have a civic and moral obligation to their community. Since 1990 Steven has been involved in the waste management business. In the beginning he worked alongside his father, David Morgan, in the family business. After college, he was employed by Tessy Plastics in Elbridge as a product cost engineer while still involved in the family business. In 2001 Steven started Dependable Disposal and in 2002 he purchased his father's

16 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 Elbridge-Jordan 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 a member of the law firm Costello, Cooney & Fearon, PLLC. He is a member of the firm’s Business and Commercial and Construction Practice Groups. 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 current Director of Budget for the Onondaga County Legislature. Having served as a staff member for the Legislature for over 25 years she brings an extensive background in public policy, government operations and budgeting. As Director of Budget for the Legislature, she is responsible for oversight and review of the $1.3 billion budget of Onondaga County. In addition to the OCIDA Board, Sue is very active on the boards of the Green Planning Committee, SMTC Policy and Planning Committees, Deer and Ticks Management Advisory Committee, Reapportionment Commission, Sales Tax Commission, as well as a variety of Legislative committees and sub committees. Outside of the Legislature, Sue serves as Judges Coordinator for CNY Cheer Co. regional and national events, acts as a liaison for Section 3 Cheerleading Executive Committee, NYSCJA and is a certified Safety and Panel judge for All Star, College and High School level Cheer Competitions throughout North America.

Fanny Villarreal Fanny Villarreal was born and raised in Lima, Peru. She is the current CEO for the YWCA a not for profit organization dedicated to eliminating racism and promote diversity. Fanny’s passion and love for her community led her to run for public office, to serve as Executive Director of La Liga/Spanish Action League, and to serve as a Family and Community Development Director for P.E.A.C.E. Inc. Furthermore, she has been an active member on numerous boards including, The Syracuse Neighborhood Initiative (SNI), Onondaga Citizens League (OCL), Tomorrow’s Neighborhoods Today (TNT), American Heart Association, and Home HeadQuarters Inc. to name a few. In addition, she was appointed as the first Latina board member at Excellus Blue Cross and Blue Shields Company as well as a Commissioner at the Human Rights Commission. Throughout her time in Syracuse, Fanny has received numerous awards including The Lifetime Achievement of Successful Business Women; The NY State Red Cross Good Neighbor Award; “40 Under 40”; Latina Leadership Award (representing NY State) from the National Foundation of Women Legislators in Washington DC; NY State Woman of Distinction; Syracuse University Commitment to Education along with other recognitions. In 1993, Fanny created Nosotros Radio Inc., 17 “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 f Law. She is working on her second Master at Maxwell School, Syracuse University. Fanny lives in Syracuse and has two sons, Brian and Carlos. Her personal goal is to assist all individuals to ignite self-discovery.

APPENDIX B AGENCY PERFORMANCE EVALUATIONS

Board Self-Evaluation Somewhat Somewhat Criteria Agree Agree Disagree Disagree Board members have a shared understanding of the mission 6 1 and purpose of the Agency. The policies, practices and decisions of the Board are always 7 consistent with this mission. Board members comprehend their role and fiduciary 5 2 responsibilities and hold themselves and each other to these principles. The Board has adopted policies, by-laws, and practices for the 6 1 governance, management and operations of the Agency and reviews these annually. The decisions made by Board members are arrived at through 6 1 independent judgment and deliberation, free of political influence, pressure or self-interest. Individual Board members communicate effectively with 7 executive staff to be well informed on the status of all-important issues. Board members are knowledgeable about the Agency’s 7 programs, financial statements, reporting requirements, and other transactions. The Board meets to review and approve all documents and 6 1 reports prior to public release and is confident that the information being presented is accurate and complete. The Board knows the statutory obligations of the Agency and if 7 the Agency is in compliance with state law. Board and committee meetings facilitate open, deliberate and 7 thorough discussion, and the active participation of members. Board members have sufficient opportunity review material 6 1 and discuss recommendations before decisions are made and votes taken. Individual Board members feel empowered to delay votes, 7 defer agenda items, or table actions if they feel additional information or discussion is required. The Board works with management to implement risk 6 1 mitigation strategies before problems occur. Board members demonstrate leadership and vision and work 7 respectfully with each other. All members responded 18 Staff Evaluation

Does the staff have an understanding of the mission, duties & responsibilities of the 7 Agency? Does the staff sufficiently fulfill the Board’s administrative duties? 7 Does the staff provide the Board with the information necessary for the Board to fulfill its 7 duties in a prudent and timely manner?

Does the staff encourage open discussion at Agency meetings by presenting information 7 and responding to inquiries from board members, clearly and openly? Does the staff acknowledge to the Board a financial or other conflict of interest, as defined 7 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 copies of each administrative document 7 required of him/her by the County Legislature, State Statute or Regulation, or Board policies?

19 Governance Committee Self-Evaluation

Somewhat Somewhat Criteria Agree Agree Disagree Disagree Do Committee members understand the Committee’s charter, duties & responsibilities 2 1 as exhibited by its formal agendas, actions and reports? Is the Committee comprised of members who are independent as defined by the NYS 2 1 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 recuse him/herself if an appearance of a 3 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 acknowledge a financial conflict of interest, as 3 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 agendas and supporting material necessary for 2 1 it to make an informed determinations or recommendations to the Board? Does the Committee acknowledge and encourage open discussion by its members and 3 staff during committee meetings? Does the Committee present a self-evaluation to the Board annually, including an 2 1 examination the Committee Charter?

20 Finance Committee Self-Evaluation

Somewhat Somewhat Criteria Agree Agree Disagree Disagree Do Committee members understand the Committee’s charter, duties & responsibilities 3 as exhibited by its formal agendas, actions and reports? Is the Committee comprised of members who are independent as defined by the NYS 3 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 recuse him/herself if an appearance of a 3 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 acknowledge a financial conflict of interest, as 3 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 agendas and supporting material necessary for 3 it to make an informed determinations or recommendations to the Board? Does the Committee acknowledge and encourage open discussion by its members and 3 staff during committee meetings? Does the Committee present a self-evaluation to the Board annually, including an 3 examination the Committee Charter?

21 Audit Committee Self-Evaluation

22 APPENDIX C

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 II OFFICERS

Section 1. Officers. The officers of the Agency shall be a Chairman, a Vice Chairman, an Executive Director, a Secretary, a Treasurer, one or more Assistant Secretary(s) and an Assistant Treasurer.

Section 2. Chair. The Chairman shall be a member of the Agency and preside at all meetings of the Agency. The Chairman shall submit recommendations and such information as deemed pertinent concerning the business, affairs and policies of the Agency at each meeting. The Chairman shall appoint committee members and assign a chair for each committee.

Section 3. Vice Chairman. The Vice Chairman shall be a member of the Agency and perform the duties of the Chairman in the absence or incapacity of the Chairman. In the event of the resignation, removal or death of the Chairman, the Vice Chairman shall automatically succeed to the office of the Chairman and serve for the unexpired term of such office.

Section 4. Secretary. The Secretary may but need not be a member of the Agency. The Secretary shall keep all records of the Agency, shall act as Secretary at the meetings of the Agency, shall keep a record of all votes, shall record the proceedings of the Agency in a journal of proceedings to be kept for such purpose, and shall perform all duties incident to this office. The Secretary shall have custody of the seal of the Agency and the power to affix such seal to all agreements, contracts, deeds, bonds or other evidences of indebtedness and all other instruments of the Agency authorized by the Agency to be executed and the power to attest (by manual or facsimile signature) such seal. The Secretary may, in their discretion, delegate some or all of the Secretary’s duties to the Assistant Secretary.

Section 5. Assistant Secretary. The Assistant Secretary may but need not be a member of the Agency. The Assistant Secretary shall perform the duties of the Secretary in their absence or incapacity of the Secretary or if so requested by the Secretary. In case of the resignation or death of 23 the Secretary, the Assistant Secretary shall perform the duties of the Secretary until such time as the Agency shall appoint a new Secretary.

Section 6. Treasurer. The Treasurer shall not be a member of the Agency. The Treasurer shall be the Chief Financial Officer of the Agency. They shall have the care and custody of all funds of the Agency and shall deposit all such funds in the name of the Agency as the Agency may designate. Except as otherwise authorized by resolution of the Agency, the Treasurer shall sign all checks for the payment of money by the Agency pursuant to the direction of the Agency. Except as otherwise authorized by resolution of the Agency, all such checks shall be countersigned by the Chairman, the Vice-Chairman or Executive Director. The Treasurer shall keep regular books of accounts showing receipts and expenditures. He shall render to the Agency at each regular meeting an account of the financial transactions and the current financial condition of the Agency.

Section 7. Assistant Treasurer. The Assistant Treasurer shall not be a member of the Agency. The Assistant Treasurer shall perform the duties of the Treasurer in the absence of incapacity of the Treasurer. In the event of the resignation or death of the Treasurer, the Assistant Treasurer shall perform the duties of the Treasurer until such time as the Agency shall appoint a new Treasurer.

Section 7A. Executive Director. The Executive Director shall be the Chief Executive Officer of the Agency and shall not be a member of the Agency. The Executive Director shall be appointed by the Agency, and shall have general supervision over the administration of the business and affairs of the Agency, subject to the direction of the Agency. The Executive Director shall be charged with the management of all projects of the Agency. The Executive Director shall sign (manually or by facsimile signature) all agreements, contracts, deeds, bonds or other evidence of indebtedness and any other instruments of the Agency on behalf of the Agency, except as otherwise authorized or directed by resolution of the Agency.

Section 8. Additional Duties. In the absence or incapacity of the Treasurer and Assistant Treasurer, the other officers of the Agency shall have the care and custody of all funds of the Agency and the power to deposit the same in the name of the Agency in such bank or banks as the Agency may designate, and shall have the power to sign all checks of the Agency for the payment of money and the power to pay out and disburse such moneys under the direction of the Agency. In addition, all officers of the Agency shall perform such other duties and functions as may from time to time be required by the Agency, by its bylaws, or by its rules and regulations.

Section 9. Appointment of Officers. All officers of the Agency shall be appointed at the Annual Meeting of the Agency. All officers shall hold offices for one year or until their successors are appointed. If the term of an Agency member should terminate, their term of office as an officer shall also terminate. The Chief Executive Officer and the Chief Financial Officer shall not be members of the Agency.

Section 10. Members of Agency. There shall be seven members of the Agency who shall receive no compensation for their services but shall be entitled to the necessary expenses, including traveling expenses, incurred in the discharge of their duties. The term of the office of each member of the Agency shall be by appointment of the Onondaga County Legislature and each member shall continue to hold office until his successor is appointed and has qualified.

24 Section 11. Vacancies. Should any office except that of Chairman become vacant, the Agency shall appoint a successor at the next regular meeting, and such appointment shall be for the unexpired term of said office.

Section 12. Additional Personnel. The Agency may from time to time employ such personnel, as it deems necessary to exercise its powers, duties and functions as prescribed by the New York State Industrial Development Agency Act, as amended, and all other laws of the State of New York applicable thereto. The selection and compensation of all personnel shall be determined by the Agency subject to the laws of the State of New York.

ARTICLE III MEETINGS

Section 1. Annual Meeting. The Annual Meeting of the Agency shall be held in January at the regular meeting place of the Agency or such other time and place as the Agency shall determine.

Section 2. Meetings. Meetings of the Agency may be held at such times and places as from time to time may be determined by the Agency. The Chairman of the Agency may, when he deems it desirable, and shall, upon the written request of two members of the Agency, call a special meeting of the Agency. Notice of all meetings shall be sent by United States mail, electronic mail, or delivered to the residence or business address of each member, and to Agency Counsel, at least four days prior to the day the meeting is to occur. Whenever possible the notice shall set forth the matters to be considered at the meeting. Waivers of notice may be signed by any member or members who were not properly noticed.

Section 3. Executive Sessions. Upon motion identifying the general area(s) of the subject(s) to be considered and a majority vote of the membership, an executive session may be entered into and conducted by the Agency for the reasons enumerated in Public Officers Law § 105. During an executive session the Agency may take action on the matters which are the subject of the executive session, however, no action by formal vote may be taken in an executive session to appropriate public moneys. Minutes must be taken of any action that is taken by formal vote, and must consist of a record or summary of a final determination and the vote thereon. The minutes do not need to include any matters not required to be made available to the public pursuant to FOIL.

Section 4. Quorum. At all meetings of the Agency, a majority of the Agency shall constitute a quorum for the purpose of transacting business; provided that a small number may meet and adjourn to some other time or until a quorum is obtained.

ARTICLE IV AMENDMENTS

Section 1. Amendments to Bylaws. The bylaws of the Agency may be amended with the approval of a majority of all the members of the Agency at a meeting, but no such amendment shall be adopted unless written notice thereof has been previously given to all members of the Agency.

ARTICLE V PROJECTS

25 Section 1. Site of Agency Projects. The Agency shall take local and state land use and environmental laws and regulations into consideration when reviewing and approving a project.

Section 2. Compliance with Laws. The Agency shall not approve the delivery of bonds for a project, which, at the time of such delivery is known by the Agency after reasonable inquiry to be in material violation of applicable zoning, environmental, labor or health laws or regulations, including applicable building and fire codes.

ARTICLE VI COMMITTEES

Section 1. Governance Committee. The Agency shall have a governance committee to be comprised of the Agency Chairman and two other members of the Agency appointed by the Chairman. Members of the Governance Committee shall be independent members as defined by the Public Authorities Accountability Act of 2005, as amended from time to time. It shall be the responsibility of the members of the Governance Committee to keep the members informed of current best governance practices; to review corporate governance trends, to update the Agency’s corporate governance principles and to advise on the skills and experiences required of potential Agency members. The Governance Committee shall have such other purposes, powers, responsibilities and governance as provided in any charter adopted by the members of the Agency.

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 26 Amended: September 11, 1996

Restated: January 14, 1997

Amended: May 12, 2005

Amended August 9, 2007

Amended April 9, 2009

Amended April 14, 2012

Amended December 11, 2012

27 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.

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 dependant 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.

28 (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.

c. Receipt or Benefit. No officer, employee, or member of the Agency shall use or attempt to use his official position to secure unwarranted privileges or exemptions for himself or others, including directly or indirectly soliciting, accepting or agreeing to accept any benefit from another person upon an agreement that his/her vote, opinion, judgment, action, decision or exercise of discretion as an Agency officer, employee or member will thereby be influenced. A donation to a person seeking public or party office or to a committee supporting the efforts of such person shall not be considered such a benefit hereunder.

d. Confidential Information. No officer or employee or member of the Agency shall disclose information which is lawfully confidential and acquired by him in the course of his official duties or use such information to further his personal interests.

e. Representation before the Agency. An officer, employee or member of the Agency shall not receive or enter into any agreement, express or implied, for compensation or benefit to himself or a relative, directly or indirectly, for services to be rendered in relation to any matter before the Agency.

f. Disclosure of interest in any Agency Contract. To the extent that he knows thereof, any officer, employee or member of the Agency who has any interest in any contract or agreement of the Agency shall make prior disclosure in writing to the Chairman of the Agency and to the Agency’s Counsel and shall withdraw from participation in any Agency process with respect thereto, subject to Section 801 of the General Municipal Law relating to prohibited conflicts of interest.

g. Partnership, unincorporated association or corporation. No partnership or unincorporated association of which an Agency officer, employee or member is a member or employee or in which he 29 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.

j. Future employment. For a period of one (1) year after the termination of service or employment with the Agency, no former officer, employee or member, on his or her own behalf, or as an employee, agent or representative of another may apply to or appear before or conduct business with respect to the Agency in any matter concerning which he or she personally rendered substantial services and made policy decisions during the period of his or her term of office, service or employment by the Agency. Said one (1) year prohibition may be waived by the members for good cause upon written application for such officer, employee or member. At the expiration of the one (1) year period and thereafter, the former officer, employee or member shall make prior disclosure in writing to the members of the nature and extent of his/her Agency involvement with matters (s)he now seeks to address with the Agency.

k. Offer of Employment. An officer, employee or member shall disclose in writing to the members any offer of employment received from any person, firm or corporation which, to the knowledge of such officer, employee or member, is furnishing or seeking to furnish goods or services to the Agency, if such officer, employee or member has substantial involvement or responsibility for policy making in securing such goods or services and if such officer, employee or member enters into negotiations for such employment. Such disclosure must be made whether or not such offer and negotiations are verbal or written and whether or not the offer is accepted.

l. Sale of Goods or Services. No officer or employee or member of the Agency employed on a full-time basis nor any firm or association of which such Agency member, officer or employee is a member nor corporation, a substantial portion of the stock of which is owned or controlled directly or indirectly by such member, officer or employee, should sell goods or services to any person, firm, corporation or association which is licensed or whose rates are fixed by the Agency.

Amended: April 9, 2009

30 APPENDIX E MISSION STATEMENT & PERFORMANCE GOALS

MISSION STATEMENT

To stimulate economic development, growth, and general prosperity for the people of Onondaga County by using available incentives, rights and powers in an efficient and cooperative manner.

PERFORMANCE GOALS

Performance Goal One: To use Agency incentives, programs and policies stimulate economic development, growth and prosperity to encourage the growth of industrial, commercial and “new economy” net-wealth generating businesses in Onondaga County.

Performance Goal Two: To use Agency incentives, programs and policies stimulate economic development, growth and prosperity to encourage smart growth & sustainable investment into Onondaga County

Performance Goal Three: To use Agency incentives, programs and policies stimulate economic development, growth & prosperity to support businesses striving to compete in and react to the global economy.

Performance Goal Four: To use Agency incentives, programs and policies stimulate economic development, growth & prosperity to encourage entrepreneurs and new business development.

Performance Goal Five: For the Agency to perform its duties in a cooperative and efficient manner through proactive open communication with its economic development partners, businesses and the community as a whole.

Additional Questions

1. Have the board members acknowledged that they have read and understood the mission of the public authority? Yes

2. Who has the power to appoint the management of the public authority? The voting board members shall appoint officers at the Agency’s annual meeting.

3. If the Board appoints management, do you have a policy you follow when appointing the management of the public authority? The Agency’s by-laws serve as the policy for appointing management. 31

4. Briefly describe the role of the Board and the role of management in the implementation of the mission. Agency staff is responsible for the administration and management of the Agency’s programs and policies, and satisfaction of all statutory requirements.

The Board sets all policies and programs through majority approval of the Board.

5. Has the Board acknowledged that they have read and understood the responses to each of these questions? Yes, the performance measurement report was presented to the Board for approval at March 10, 2015 regular board meeting.

32 APPENDIX F ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY REPORT ON INTERNAL CONTROLS FY 2018

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 2018 REPORT ON INTERNAL CONTROLS

AGENCY ACTION CONTROL CONTROL PROCESS FINDING Agency Capital Projects Project review  Statute  Written Application  Regulation  Cost Benefit Analysis  By-Laws  Staff Review

 Classes of  Board Attorney Oversight Adequate Projects Policy  Board Review & Approval  Local Access  Conflict of Interest Statement Policy SEQRA Determination  Statute  Formal EAF Statement  Regulation  Staff Review

 By-Laws  Attorney Review Adequate  Classes of  Board Review & Finding Projects Policy Public Hearing  Statute  Board Approval  Regulation  Written Minutes  By-Laws  Report on Public Hearing at Adequate Board Meeting  Statute  Written Application Project Inducement  Regulation  Cost Benefit Analysis  By-Laws  Staff Review  Classes of  Board Attorney Oversight Projects  Board Review & Approval Adequate  UTEP  Local Access Policy Benefit Oversight  Statute  Annual Survey of  Regulation Companies  Agency Policies  Staff Review  Exec Director Oversight Adequate Board Review & Approval of Annual Reporting  Board Attorney Oversight PILOT Benefits Oversight  Uniform Tax  Review of comparable Exemption Policy properties/ assessment value

33  Statute  Review of cost of Adequate  Regulation improvements  Review by School District Superintendent, Town Supervisor, Village Mayor, and the County Executive  Review by Agency Attorney  Board Review & Approval Sales Tax Exemption  Statute  Staff Review of project Oversight  Regulation documents  Agency Policy  Attorney Review  Staff review of ST -60 and supplemental letter when Adequate additional agents are appointed for a project  Board review and approval Recapture of Benefits  Statute  Annual Survey of projects  Regulation  Annual Employment Report  Agency Policy  Staff Review of reported  Lease Documents numbers versus application numbers Adequate  Explanations from Companies  Board Review & Approval of Report & Recommendations Agency Service Contracts  Procurement  Review by Staff Policy  Attorney Review  Funding Policy  Board Review & Approval

 EPP Policy &  Formal Contracts for EPP Adequate Guidelines  Annual Audit of  Inducement to Expenditures Prospects Policy Agency Fees  Project Fee Policy  Staff Review  Legal Fee Policy  Board Review & Approval  Annual Audit Adequate  Attorney Review Public Access Documents & Administration  Statute  Annual Election of Foil  Regulation Officer  Foil Policy  Annual Election of Foil Adequate Appeals Officer Public Comment  Statute  Publication of Hearing  Regulations Notices

 Board By-Laws  Written Record of Adequate Proceedings  Report public comments to

34 the Board for each project Agency Administration Understanding of Mission,  Statute  PAAA Training Goals, Process & Controls  Agency By-Laws  New Member Orientation  Agency Policies  Study Sessions

 Annual Acknowledgement Adequate of Responsibilities  Agency Handbook - Reference Material for Board Ethics & Conflict of Interests  Statute  Annual Conflicts  Conflict of Acknowledgement

Interest Policy  Annual COI statement Adequate  Agency Code of  Conflict of interest certificate Ethics signed at every meeting Agency Finances Financial Planning &  Statute  Annual Budget Expenditures  Regulation  Annual Audit  Agency Policies  County Contract for Services  Procurement  Board Monthly Review of Policy Finances  Board Approval of Monthly Adequate Payment of Bills  Signature Authority and Two Signature for all expenditures Financial Safeguards  Statute  Approval of Board of all  Procurement expenditures

Policy Adequate  Travel Policy

35 APPENDIX G FOUR-YEAR FINANCIAL REPORT

2019 OCIDA Budget I. Expenses A. Operational Expenses 2018 2019 2020 2021 Onondaga County - Office $452,016 $750,000 $750,000 $750,000 Marketing $31,266 $30,000 $30,000 $30,000 Legal Services $18,727 $20,000 $20,000 $20,000 Accounting Services $350 $2,000 $2,000 $2,000 Annual Audit $14,000 $13,000 $13,000 $13,000 Other Professional Services $0 $20,000 $20,000 $20,000 Insurance - Public Officials, General Business $14,853 $6,000 $6,000 $6,000 Office Expenses (Inc Public Hearing Notice) $1,000 $3,000 $3,000 $3,000 Meetings $1,200 $20,000 $20,000 $20,000 Rent $60,900 $61,000 $61,000 $61,000 Other Op Exp $0 25,000 25,000 25,000 Sub-Total Operational Expenses $594,312 $950,000 $950,000 $950,000 B. Agency Program Expenses Property Reserve $300,000 $300,000 $300,000 $300,000 Marketing $25,000 $25,000 $25,000 $25,000 WPCP Development $25,000 $200,000 $200,000 $200,000 North Salina Acquisition $0 $10,000 $10,000 $10,000 800 Hiawatha Acquisition $0 $50,000 $50,000 $50,000 Sub-Total Program Expenses $350,000 $585,000 $585,000 $585,000 Total Operational and Program $944,312 $1,535,000 $1,535,000 $1,535,000 Expenses II. Revenue Agency Revenues $500,000 $1,418,000 $1,418,000 $1,418,000 National Grid Shovel Ready 1 Grant $0 $0 $0 $0 National Grid Shovel Ready 2 Grant $0 $0 $0 $0 National Grid Marketing Grant Reimbursment $0 $0 $0 $0 NYS Grant Reimbursement (CFA 1) $682,673 $682,673 $682,673 $682,673 Interest Income $3,621 $5,000 $5,000 $5,000 Lease Payments $23,300 $12,000 $12,000 $12,000 Other Op Rev $0 100,000 100,000 100,000 Total Revenue $1,209,594 $1,535,000 $1,535,000 $1,535,000 Projected Gain or Loss $265,282 $0 $0 $0

APPENDIX I PENDING LITIGATION

NONE

Onondaga County Industrial Development Agency Governance Committee Annual Report 2018 Fiscal Year

Committee Members & Staff Kevin Ryan, Committee Chair Fanny Villarreal, Board Member Pat Hogan, Board Chair

Robert Petrovich, Interim Executive Director Genevieve A. Suits, 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.

2019 Meeting Schedule June 11, 2019

Fiscal Year 2018 1. Annual Self Evaluation The Committee conducted a self-evaluation at its March 12, 2019 meeting. It found _ issues. The Governance Committee will present its self-evaluation to the full Board at the Agency’s Annual Meeting, tentatively scheduled for March 12, 2019

2. Review of Charter The Committee reviewed the Governance, Audit, and Finance Committee charters on March 12, 2019. It found __issues with the charters. The Committee will present its findings to the Agency Board at the Agency’s Annual Meeting, tentatively scheduled for March 12, 2019

3. Disposition of Duties At the June 12, 2018 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 March 12, 2019 meeting of the Committee, it completed its annual review of Board, Committee and Staff self-evaluations, Committee Charters as well as the 2018 Committee annual report. ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY

REQUEST FOR PROPOSAL FOR PROFESSIONAL SERVICES

RFP Title: OCIDA Legal Services – August 2017

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM

August 17, 2017

Subject: Request for Proposal regarding OCIDA Legal Services – August 2017

Enclosed is a Request for Proposal (RFP) seeking a contract to provide Legal Services. The Onondaga County Industrial Development Agency (OCIDA) is seeking a quality firm to provide high quality services.

Please review the attached materials and respond in accordance with the instructions in the RFP. If you have technical questions relating to the scope of services or questions relating to the RFP process, please contact Nate Stevens. Contact information is included in section I.1.5.

OCIDA will host a non-mandatory pre-proposal meeting. The date and time are listed in section I.1.2 of the RFP. The location will be West Washington Street, Suite 130, Syracuse NY 13202. One original and one electronic copy of your response to this RFP must be received by Nate Stevens no later than 4:00 p.m. on the closing date listed in section I.1.2 of the RFP.

Thank you for your anticipated interest. If it is not your intention to submit a proposal please give notification in writing before the proposal close date.

Sincerely,

Julie Cerio Executive Director

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM

I. INTRODUCTION, SCHEDULE OF EVENTS AND INSTRUCTIONS

1.1 Introduction. The Onondaga County Industrial Development Agency (“OCIDA” or “the Agency”) is soliciting proposals for services in connection with its normal business operations.

This Request for Proposal (RFP) includes the scope, required services, proposal requirements and evaluation criteria.

All information and materials submitted will become property of the Agency. All eventual contract documents and work product performed by the successful vendor will become property of the Agency. Respondents should not submit proprietary or confidential business information unless it is believed such information is critical to their presentation. Such information should be clearly identified as such. The Agency will protect such proprietary or confidential information to the extent allowable by the law.

This RFP does not commit the Agency to award a contract or contracts or to pay any cost incurred in the preparation of a proposal in response to this request.

The Agency reserves the right for any reason, at its sole discretion, to accept or reject any or all proposals received as a result of this request, to negotiate with more than one qualified Respondent, to cancel in part or in its entirety this RFP, and/or discontinue discussions with a particular Respondent.

The Agency reserves the right to make modifications and issues addenda to the terms and conditions of this RFP.

Following receipt of responses, the Agency may request clarifications and additional information pertaining to the proposals from any or all Respondents.

The RFP and/or the selection of any proposal does not create any contractual rights whatsoever with the Agency, whether by this RFP or pursuant to any other understanding, written or oral.

The successful Respondent will be required to enter into and sign a formal contract with the Agency with reasonable adjustments acceptable to the Agency. This RFP and the response of the successful Respondent will become a part of the contract and will be in effect for the duration of the contract period. The contract language will control over any language contained within this RFP that conflicts with the signed and fully executed contract.

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM

The Agency will make this contract available to all municipalities, subject to eligibility under state law. The successful Respondent can provide substantially the same goods and services under the same terms and conditions detailed in the RFP, provided local law permits and the requesting municipality makes their own payment arrangements. The Respondent may not increase the price on the contract but may negotiate a reduction.

1.2 Schedule of Events. The schedule of events set out herein represents the Agency’s best estimate of the schedule that will be followed. However, delays to the procurement process may occur which may necessitate adjustments to the proposed schedule. If a component of this schedule, such as the pre-proposal meeting date, is delayed, the rest of the schedule may be shifted as appropriate. Any changes to the dates up to the closing date of the RFP will be sent out as an official, written addendum prior to the closing date of this RFP. After the close of the RFP, the Agency reserves the right to adjust the remainder of the proposed dates, including the dates for evaluation, negotiations, contract award and the contract term on an as-needed basis with or without notice.

Release Date: Proposal Submission Deadline: 8/17/2017 9/5/2017

Pre-Proposal Meeting: Expected Award Date: 8/24/2017 2:30 pm 10/31/2017

Final Date for Submission of Expected Contract Start Date: Questions: 8/28/2017 1/1/2018

Addendum Answering all Questions Issued by the Agency: 8/29/2017

1.4 Preparation of Proposal. No proposal will be considered which modifies, in any manner, any of the provisions, specifications or minimum requirements set forth in the Request for Proposal.

In case of error in the extension of prices in the proposal, unit prices will govern.

Respondents are expected to examine special provisions, specifications, schedules and instructions included in this request. Failure to do so will be at the Respondent’s risk.

Failure to respond (i.e. submission of a proposal, or notice in writing that you are unable to offer but wish to remain on the active mailing list) to Request for Proposals will be understood 4

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM by the Agency to indicate a lack of interest and will result in the removal of the firm’s name from the applicable mailing list.

1.4.1 Proposal Submission: The complete proposal must be submitted in a sealed package with one (1) original and one (1) electronic copy, prior to the opening date and time. All proposals shall be marked RFP OCIDA Legal Services – 2017. Respondents shall include all documents necessary to support their proposal in the sealed package. Respondents shall be responsible for the delivery of proposals during business hours to the address indicated in the cover letter. It shall not be sufficient to show that the proposal was mailed in time to be received before scheduled closing time.

Proposals should be submitted to: Nate Stevens, Treasurer Onondaga County Industrial Development Agency 333 West Washington Street, Suite 130 Syracuse, NY 13202

1.4.2 Proposal Format. Proposals must be typed or printed on 8½ x 11 inch paper (larger paper is permissible for charts, spreadsheets, etc.) and placed with tabs delineating each section. Pages must be sequentially numbered within major document sections, which are clearly defined below. Sales materials or brochures, if submitted, must be in a separately bound appendix. The proposal must be organized and indexed in the following format and must contain, at a minimum, all listed items in the sequence indicated.

1.4.2.1 Cover Page:

a. Full proposal name and number b. Submission date and time c. Prime Contractor name (Agency/Respondent who is responsible)

1.4.2.2 Table of Contents:

a. All items listed in proposal format in the sequence listed

1.4.2.3 Executive Summary:

a. Summarize understanding of the scope for the RFP (project) b. Explain how your solution or approach addresses the requirements provided in this RFP.

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM

c. Provide a summary or overview of each proposed solution, for each corresponding component of Scope of Work offered in this proposal. d. State exceptions and omissions to stated requirements e. Summarize all resources, assumed or expected, to be provided by the Agency. This summary should clearly identify what the Respondent expects or anticipates by way of Agency personnel or resources. This is to be summarized by component. f. Pricing: Please provide a list describing all fees and costs that you would charge the Agency and under what circumstances these fees and costs will be charged. These should be hourly rates. g. Pricing: Please provide a list describing all fees and costs that you would charge companies and organizations that appear before the board and under what circumstances these fees and costs will be charged. Please include at least one option with hourly fees and at least one option based upon the percentage of the total project cost.

1.4.2.4 Compliance Statement:

a. State agreement with all General Provisions, Special Provisions, Equipment, Standard of Performance and Reliability.

1.4.2.5 Project Coordination and Scheduling:

a. Provide a work plan with start date, duration and physical requirements. To be provided for each component if proposed separately.

1.4.2.6 Vendor Responsibilities:

a. Proposal Certification, Verification and Signature. Proposals not signed by authorized officer of the Respondent’s organization will be eliminated. b. It is the sole responsibility of the RESPONDENT to assure that they have received the entire Request for Proposal. Proposal and any addenda may be secured by contacting the Agency.

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM

1.4.3 Technical Proposal. The technical portion of the proposal shall include the following:

1. The understanding of the project scope and specific issues. The proposal should correspond to the tasks outlines in the Scope of Work. 2. The approach to the project and any recommended variations from the scope of the project and professional services as presented therein. 3. A project organization chart identifying the make-up of your team and identifying the officer responsible for the project, project manager, subcontractors, other key staff, and their involvement on the project. 4. Resumes for the individuals (including subcontractors) identified on the organization chart indicating their name, title, reporting office location, project assignment and relevant experience. 5. A listing of similar projects of this type and scope which your responsible officer has successfully completed, briefly describing the project scope, owner and total cost. Inclusion of project references is required. 6. The name and involvement of any subcontractor(s) to be utilized on the project. 7. A statement and signature that the proposal is being submitted by a member of the company who is authorized to submit proposals for work. 8. A certification that the Respondent has no outstanding judgments, and/or a listing of any currently pending litigation.

1.5 Questions. During the period between the earliest notice of the RFP to Respondents and the contracts award, no agency employee can accept oral, written or electronic contact from Respondents regarding the procurement, except as authorized in Section 4 of the RFP. All proposals will remain sealed until after the submission deadline.

All questions regarding the RFP must be submitted in writing to:

Onondaga County Industrial Development Agency Attention: Nate Stevens, Treasurer 333 West Washington Street, Suite 130 Syracuse, New York 13202

Questions may also be directed to Nate Stevens by email at [email protected]. All questions must be received by the date listed in Section 1.2 (Schedule of Events) of this RFP.

II. GENERAL PROVISIONS. All firms responding to this RFP are considered Respondents and then, if successful, they are considered the Contractor. The obligations of the Respondents in the RFP process apply to the Contractor for the duration that the service is performed for the benefit of the Agency. The obligations of the Contractor are effective once the successful Respondent is 7

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM selected by the Agency.

2.1 Hold Harmless, Defense and Indemnification. All respondents to this RFP (Respondent) covenants and agrees to indemnify, defend and hold harmless, to the fullest extent permitted by law, the Agency, its officers, agents and employees and representatives in connection with this RFP, from and against any and all loss or expense that may arise by reason of liability for damage, injury or death, or for invasion of personal or property rights, of every name and nature including but not limited to: (i) claims of property damage; (ii) claims of personal injury to Contractor if self-employed, Respondent’s employees, agents or subcontractors; (iii) claims of personal injury to third parties; and (iv) reasonable attorneys’ fees, whether incurred as the result of the third party claim or to enforce this contract: arising out of or resulting directly or indirectly from the performance, of the work or the enforcement of this RFP, irrespective of whether there is a breach of a statutory obligation or rule of apportioned liability; and whether casual or continuing trespass or nuisance, and any other claim for damages arising at law and equity alleged to have been caused or sustained in whole or in part of the Respondent, its employees or agents. Respondent further covenants and agrees to obtain the necessary insurance as required by the General Obligations Law of the State of New York and this RFP to effectuate this Hold Harmless clause, and shall name the Agency as an additional insured on all applicable insurance and indemnification.

2.2 Insurance. Respondent shall purchase and maintain insurance of the types and coverages set forth below, written on an occurrence basis, reasonably acceptable to the Agency and which will provide primary liability coverage to Respondent AND WITH THE AGENCY NAMED AS AN ADDITIONAL INSURED ON A PRIMARY AND NON-CONTRIBUTING BASIS for claims which may arise out of or result from Respondent’s operations under this RFP, including without limitations (i) claims because of bodily injury, occupational sickness or disease, or death, whether to Respondent if self-employed, Respondent’s employees or others and whether or not under a workers’ compensation or other similar act or law for the benefit of the employees; and (ii) claims because of injury to or destruction of tangible property, including loss of use resulting therefrom.

All policies shall be written so that the Agency will be notified of cancellation or restrictive amendment at least thirty (30) days prior to the effective date of such cancellation or amendment. Certificates or insurance from the carrier, or their authorized agent, with the appropriate additional insured endorsement attached showing the Agency as an additional

insured and stating the limits of liability, expiration date which are acceptable to the Agency shall be accepted by the Agency before operations are begun. The intent is that this insurance, with the Agency being named as an additional insured, is to be primary over and above the Agency’s own general liability coverage. 8

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM

Contractor agrees to obtain and maintain Professional Liability Insurance General Liability Insurance with minimum limits of not less than one million dollars ($1,000,000.00) Combined Single Limit for Bodily Injury and Property Damage.

Contractor further agrees to comply with the requirements of the New York State Workers’ Compensation Board regarding proof of compliance with the New York State Workers’ Compensation Law.

2.3 Assignment. Respondent is prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this agreement, or Respondent’s right, title or interest in this agreement, or Respondent’s power to execute this agreement, to any other person or entity without the previous consent in writing of Agency.

2.4 Independent Contractor. Respondent is an independent contractor. Neither Contractor, nor Contractor’s officers, employees, agents or servants shall hold themselves out as, or claim to be, officers, employees, agents or servants of the Agency.

2.5 Conflict of Interest. At the time Respondent submits a proposal, or during the course of performing services for Agency, Respondent shall disclose immediately to the Agency, by affidavit, every known or apparent conflict of interest and every ostensible or potential conflict of interest of Respondent, Respondent’s officers, Respondent’s employees, Respondent’s agent and Respondent’s servants. The duty to disclose is a continuing duty. Such disclosure is a material obligation of this agreement and Respondent’s failure to comply with these provisions affords the Agency the right to pursue any and all remedies for breach of agreement. In the event of an apparent or actual conflict of interest during the course of performance, Contractor shall suspend all work and services, and the Agency’s payments to Contractor shall be suspended pending final approval by Agency. If the conflict cannot be resolved to the satisfaction of the Agency, the Agency may terminate the agreement, or disqualify the Respondent from the RFP process, by written notice at the Agency’s sole discretion. Nothing herein shall be construed as limiting or waiving Agency’s right to pursue damages or other remedies.

Respondent shall not disclose any data, facts or information concerning services performed for the Agency, obtained while performing such services, or obtained throughout the RFP process, except as authorized by the Agency in writing or as may be required by law.

2.6 Account Representative. The successful Respondent shall appoint, by name, a company representative who shall be responsible for servicing the account. The appointed representative shall be responsible to provide the services required to insure that the account would be administered in and organized systematic manner.

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM

2.7 Responsiveness. Respondent s are expected to examine specifications, schedules and instructions included in the package. Failure to do so will be at the Respondent’s risk.

2.8 Advertising Award. The successful Respondent must receive written approval from the Agency before advertising the award of the contract or the services to be provided under the contract. The Respondent agrees not to refer to awards in commercial advertising in such a manner as to state or imply that the firm or its services are endorsed or preferred by the Agency.

2.9 Beginning Work. The successful Respondent will not commence any work, which could be billed, until a valid contract has been executed between the Respondent and the Agency.

2.10 Contract. The contract between the Agency and the Respondent shall include:

a. The Request for Proposal (RFP) and any amendments thereto, and the proposal submitted by the Respondent in response to the RFP. In the event of a conflict in language between the RFP and the proposal, the provisions and requirements set forth and/or referenced in the RFP shall govern. The Agency reserves the right to clarify any contractual relationship in writing with the concurrence of the Respondent, and such written clarification shall govern in case of conflict with the applicable requirements stated in the RFP of the proposal. In all other matters not affected by the written clarifications, if any, the RFP shall govern. b. The standard Agency contract, a copy of which is available upon request.

2.11.a Early Termination: Contract may be terminated without cause at any time, by either party, with 30 days written notice.

2.12 Replacement Contract. In the event a replacement contract is not issued, any contract let and awarded hereto by the Agency may be extended by the Agency, for an additional period of six months, upon notice to the successful Respondent, with the same terms and conditions as the original contract.

2.13 Audit. The Agency and any of their duly authorized representatives shall have access to any books, documents, papers and records of contractor which are directly pertinent to the work performed by the successful Respondent for the purpose of making audit, examination, excerpts and transactions.

2.14 Ownership of Documents/Work Product. It is agreed that all finished or unfinished 10

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM documents, data or reports prepared by the successful Respondent shall be considered property of the Agency, and upon completion of the services to be performed, or upon termination of the Agreement for cause, or for the convenience of the Agency, will be turned over to the Agency.

2.15 Proprietary Information. All RFP materials are subject to a Freedom of Information Request under the New York State Public Officers Law. If any request is received regarding this RFP, you will be afforded the opportunity to submit justification to exempt any section you have identified in your proposal as proprietary. The Agency will not accept any request by a potential vendor to declare the whole RFP response as proprietary, or to declare any pricing pages as proprietary. The Agency reserves the right to determine whether the proposal will be released in whole or in part.

II. SCOPE OF SERVICES

1. BACKGROUND

The Onondaga County Industrial Development Agency (OCIDA) is seeking proposals for legal services for the period 2018-2020. The lawyer or law firm selected will advise OCIDA as to its legal rights and obligations, and represent OCIDA in legal matters. The Onondaga County Industrial Development Agency (OCIDA) is a public benefit corporation of the State of New York created in 1970 pursuant to Article 18A of the General Municipal Law. Industrial Development Agencies are authorized to promote, develop, encourage, and assist in the acquiring, constructing, reconstructing, improving, maintaining, equipping and furnishing industrial, manufacturing, warehousing, commercial, research and railroad facilities, civic facilities owned or occupied by not-for-profit corporations and horse racing facilities and thereby 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.

A link to the OCIDA website can be found here: https://www.ongoved.com/ocida/

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM

2. TECHNICAL SCOPE OF SERVICES

The successful Respondent will provide all necessary legal services to enable the agency to comply with all applicable government laws and regulations; all board policies, and any other relevant legal work as directed by the OCIDA board/officers. This may include services related or integral to real estate transactions.

To be considered for selection, a respondent must be able to demonstrate that it can meet the following criteria in providing the services contemplated:

1. Experience in legal matters relating to the issuance of bonds by a public benefit corporation, experience with the operations of Industrial Development Agencies under GML, Article 18-A, and knowledge of the Public Authorities Accountability Act of 2005 and the Public Authorities Reform Act of 2009.

2. Knowledge of the Public Authorities Accountability Act of 2005 and the Public Authorities Reform Act of 2009.

3. Knowledge of environmental law, particularly as it relates to the New York Environmental Quality Review Act (SEQRA).

4. Experience in handling commercial & industrial real estate transactions.

5. Ability to have acceptable representation at monthly and special Agency meetings and all committee meetings.

6. Controls resources required to respond in a timely fashion to inquiries and support the existing active projects and staff.

III. GENERAL

Responses to this request for professional services shall contain the following information:

1. An introduction to the individual or firm, including name(s) and summary of relevant experience of individuals who will work with the Agency in a professional capacity. 2. Those items specifically listed in section 1.4 that begins on page 5 of this RFP.

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

PHONE: 315.435.3770  FAX: 315.435.3669  SYRACUSECENTRAL.COM

3. Any information determined by the applicant as necessary to communicate why their solution/firm is the best course of action. 4. The fee basis for the services being proposed and the method of billing. Please refer to section 1.4 on page 6 of this RFP for more detail.

Evaluation Criteria: 1. Past experience/expertise. 2. Current and previous work samples. 3. Cost

Syracuse Gilberti 315.442.0100

Stinziano Latham 518.476-2001

Heintz &

Smith, P.C.

Attorneys and Counselors at Law www.gilbertilaw.com

Onondaga County Industrial Development Agency

Request for Proposal Legal Services

August 2017

Proposal Submitted: September 5, 2017, 4 p.m. E.S.T.

Prime Contractor: Gilberti Stinziano Heintz & Smith, P.C.

GILBERTI STINZIANO HEINTZ & SMITH, P.C. – Attorneys and C o u n s e l o r s at L aw

Proposal to Onondaga County Industrial Development Agency RFP Legal Services September 5, 2017

TABLE OF CONTENTS

I. INTRODUCTION

1.4.2.1 Cover Page

1.4.2.2 Table of Contents ...... i

Introduction ...... 1

1.4.2.3 Executive Summary ...... 2

a. Summary understanding of the scope for the project ...... 2 b. Solution or approach to the requirements in this RFP ...... 2 c. Summary or overview of proposed solution ...... 3 1. Finance Law ...... 3 2. Public Accountability...... 3 3. Environmental Law ...... 4 4. Commercial and Industrial Real Estate Transactions ...... 4 5. Contracts ...... 6 6. Municipal Law ...... 6 d. Exceptions and omissions to stated requirements ...... 7 e. Summary of all resources, assumed or expected, to be provided by the Agency ...... 7 f. Pricing: Description of all fees and costs charged to the Agency ...... 7 g. Pricing: Description of all fees and costs charged to companies/ organizations appearing before the Agency ...... 8

1.4.2.4 Compliance Statement ...... 8

a. State agreement with all General Provisions Special Provisions, Equipment, Standard of Performance and Reliability ...... 8

1.4.2.5 Project Coordination and Scheduling ...... 8

a. Provide a work plan with start date, duration and physical requirements. To be provided for each component if proposed separately ...... 8

1.4.2.6 Vendor Responsibilities ...... 8

a. Proposal Certification, Verification and Signature ...... 8

i GILBERTI STINZIANO HEINTZ & SMITH, P.C. – Attorneys and C o u n s e l o r s at L aw

Proposal to Onondaga County Industrial Development Agency RFP Legal Services September 5, 2017

1.4.3 Technical Proposal ...... 9

1. Understanding the project scope ...... 9 2. Approach to the project ...... 9 3. Project organization chart ...... 9 4. Resumes for the individuals on the organization chart ...... 10 5. List of similar projects ...... 10 6. Subcontractors...... 11 7. Statement of authorization to submit proposals for work ...... 11 8. Certification as to outstanding judgments/currently pending litigation ...... 11

Part II. GENERAL PROVISIONS

2.5 Conflict of Interest ...... 12 2.6 Account Representative ...... 12

II. SCOPE OF SERVICES

2. Technical Scope of Services ...... 13

1. Public benefit corporation bonds and Industrial Development Agency operations ...... 13 2. Public Authorities Accountability Act and Public Authorities Reform Act ...... 14 3. Environmental Law, particularly SEQRA ...... 15 4. Commercial and industrial real estate transactions ...... 16 5. Representation at Agency meetings ...... 16 6. Resources to respond timely ...... 16

III. GENERAL

1. Introduction to the Firm ...... 17 2. Organization of Law Firm ...... 17 a. Attorneys Participating in Representation ...... 19 3. Items listed in RFP section 1.4 ...... 20 4. Additional Information ...... 20 5. Fees ...... 20

ii GILBERTI STINZIANO HEINTZ & SMITH, P.C. – Attorneys and C o u n s e l o r s at L aw

Proposal to Onondaga County Industrial Development Agency RFP Legal Services September 5, 2017

INTRODUCTION

For more than fifty years, Gilberti Stinziano Heintz & Smith, P.C. (the “Firm”) has provided professional legal services of the highest quality to government, business, and industry. We have represented and continue to represent State agencies and New York municipal governments, authorities and agencies, including the Onondaga County Industrial Development Agency (the “Agency”), Onondaga County itself, and several of its agencies and authorities as well as the County Legislature. Several Fortune 500 companies are among our private sector clients.

Since 1982 we have served as general counsel to the Agency. During this time we have represented the Agency in numerous transactions including the issuance of taxable and tax-exempt bonds and straight lease transactions. We have also coordinated, documented and closed complex real estate transactions in which the Agency participated as a principal in addition to those where the Agency served as a financing conduit. Such transactions include the Allied Infrastructure and OnTrack projects and the purchase of property at the Clay Industrial Site (“Chip Fab/Semi NY/White Pine site”). We have counseled the Agency on the condemnation of property for the Chip Fab/Semi NY/White Pine site; have assisted the Agency staff with the environmental review of virtually every one of the hundreds of projects to come before the Agency; and have successfully litigated challenges to Agency action with respect to State Environmental Quality Review Act (“SEQRA”) review and the Agency’s authority to enter into payment in lieu of tax (“PILOT”) agreements. We have developed procedures to help insulate Agency action from challenge or criticism; structured the Onondaga County Economic Development Corporation; and have counseled the Agency and its members on a variety of legal issues ranging from the scope of the Agency’s powers to the personal exposure of Agency members to environmental liabilities. We have also advised as to the effect of new or proposed legislation on Agency activities.

We have updated and upgraded the Agency’s Procedural Handbook and many of the Agency’s policies, including its Uniform Tax Exemption Policy. We have counseled the Executive Director on Agency procedures and project histories known by us due to our long representation of the Agency.

We have also acted as a resource to the Agency Board and staff with respect to the requirements of the Public Authorities Accountability Act of 2005 and the Public Authorities Reform Act of 2009, which have clarified the fiscal and fiduciary duties of Agency members and established new rules for public property disposition, Agency budgeting and reporting.

As Agency counsel we have helped to facilitate economic development in Onondaga County while zealously protecting the interests of the Agency and its members. Our goal has been and remains the provision of the highest level of legal representation in a responsive, readily understandable and cost effective manner.

1 GILBERTI STINZIANO HEINTZ & SMITH, P.C. – Attorneys and C o u n s e l o r s at L aw

Proposal to Onondaga County Industrial Development Agency RFP Legal Services September 5, 2017

Additional qualifications for the services proposed are presented below. These qualifications illustrate the Firm’s continuing ability to assist the Agency in effectively and efficiently addressing the wide range of matters typically encountered by economic development agencies.

For a Firm description and history, please see Part III, Section 1 of this Proposal.

The paragraph numbers and headings used in this Proposal correspond to those used in the Agency’s Request for Proposal.

1.4.2.3 Executive Summary

a. Summary Understanding of the scope for the project.

The Firm understands the Agency to be in continuing need of legal advice over the wide range of issues that arise from its normal business operation. Such advice would be provided in the following fields:

1. The Law of Finance, including the issuance of taxable and tax exempt public benefit corporation bonds. 2. Compliance with public accountability requirements arising from the Public Authorities Accountability Act of 2005, the Public Authorities Reform Act of 2009, and the Public Authorities Law. 3. Environmental Law, including assistance in SEQRA mandated environmental review, regulatory, permitting and compliance matters, consent order negotiation/drafting, and all aspects of environmental litigation. 4. Commercial and industrial real estate, including drafting and negotiating leases, licenses and transaction agreements, including purchase/sale agreements and lease/leaseback agreements. 5. Contracts, including negotiating and drafting of contracts and other agreements, including payment in lieu of tax agreements (“PILOT Agreements”) 6. Municipal Law, including general municipal law and related matters, such as compliance with the Open Meetings Law and the Freedom of Information Law.

1.4.2.3.b Solution or approach to the requirements in this RFP.

We understand that in today’s economy, local government must do more with less through creative approaches to legal issues, better risk management and greater efficiency in function and operation.

2 GILBERTI STINZIANO HEINTZ & SMITH, P.C. – Attorneys and C o u n s e l o r s at L aw

Proposal to Onondaga County Industrial Development Agency RFP Legal Services September 5, 2017

Over its 50-year history, the Firm has developed a reputation as an aggressive and creative problem solver and advocate for its clients. This reputation is built on four fundamental questions that will shape our solutions to the Agency’s legal issues:

1. What are the Agency’s objectives?

2. What (County, State or Federal) legal authorities are available to accomplish those objectives?

3. What actions are necessary to exercise the available legal authorities in a coordinated effort?

4. What risks accompany the options made possible under the available legal authorities?

Through this approach, the Firm seeks to serve its clients not only as a trusted legal advisor but also as a problem solver of first resort.

1.4.2.3.c Summary or overview of proposed solution.

(1) Finance Law

Since 1982, we have represented the Agency and other industrial development agencies in numerous taxable and tax-exempt bond financings. We have also represented banks, underwriters, placement agents and borrowers in connection with industrial development bond financings through other industrial development agencies throughout the State.

(2) Public Accountability

As counsel to the Agency and other local and state authorities, we are intimately familiar with the requirements of the Public Authorities Law. The Public Authorities Accountability Act of 2005 and the Public Authorities Reform Act of 2009. We have assisted the Agency and others in the preparation and adoption of an Agency Code of Ethics and written policies on personnel, investments, travel, real estate acquisition and

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Proposal to Onondaga County Industrial Development Agency RFP Legal Services September 5, 2017

disposition, the procurement of goods and services, salary and compensation, defense and indemnification and whistle blower protections.

We routinely assist Agency staff in the preparation of Public Authority Annual Reports, Financial Reports, Budget Reports and Personnel Reports. We regularly advise the Agency Board and staff on matters that range from who may serve on the Board to the resolution of real and perceived conflicts of interest to the filing of annual financial disclosure statements to the required periodic training in their fiduciary, legal, ethical, financial and accounting responsibilities to the Agency.

(3) Environmental Law

As one of New York State’s most active environmental practices, we regularly counsel public and private sector clients on the requirements of federal, state and local laws and regulations pertaining to the environmental aspects of development projects of all sizes, including transportation (highway and road) projects, drinking water, wastewater treatment, solid waste and contamination cleanup projects, large and small scale retail, commercial and industrial projects. We have substantial expertise in environmental law and regulatory programs, including the State Environmental Quality Review Act (“SEQRA”), the federal Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA” or “superfund”), the federal Resource Conservation and Recovery Act (“RCRA”) and Clean Water Act, the New York State Historic Preservation Act and New York’s Navigation Law, the National Historic Preservation Act and the State Pollutant Discharge Elimination System (“SPDES”) program requirements for waste water treatment and stormwater control.

A large portion of the Firm’s environmental regulatory practice consists of advising public and private sector clients with respect to a complex array of State and federal environmental statutes and implementing regulations. Our attorneys have extensive experience in assessing environmental legal issues and are therefore capable of appropriately advising public sector clients on a wide range of environmental concerns, including: contamination of soils, groundwater contamination; air pollution; waste water treatment and discharge; endangered species protection; protection of sensitive habitat areas, effects on archaeological and historic resources; urban and waterfront renewal; community character; environmental justice; construction and traffic noise; visual impacts; and impacts related to the intensity and nature of land use.

4 GILBERTI STINZIANO HEINTZ & SMITH, P.C. – Attorneys and C o u n s e l o r s at L aw

Proposal to Onondaga County Industrial Development Agency RFP Legal Services September 5, 2017

Our attorneys regularly supervise environmental reviews under SEQRA and NEPA and permitting processes for a wide range of infrastructure, industrial and commercial projects, including highways and bridges, water supply projects, landfills and transfer stations, wastewater treatment and other waste management facilities, local and regional retail and mixed-use facilities.

We also provide counsel regarding regulatory permits and approvals, such as U.S. Army Corps of Engineers and New York State Department of Environmental Conservation (“NYSDEC”) wetlands, stream disturbance and navigable waters permits, water quality certifications, coastal consistency findings, and approvals consistent with Local Waterfront Revitalization Plans (“LWRP”). We have counseled a number of clients on shoreline development and redevelopment projects, and on the remediation of contaminated marine resources.

We are well-versed in the various government sponsored programs that provide assistance to the development and redevelopment of highway and bridge infrastructure, water and sewer infrastructure, utility and industrial projects on the State and federal level. These include the programs of the Environmental Facilities Corporation, Department of Environmental Conservation; Department of Health, Department of State; Office of the State Comptroller, Empire State Development Corporation/Department of Economic Development, Office of the Governor and United States Department of Agriculture Office of Rural Development.

(4) Commercial and Industrial Real Estate Transactions

The Firm has established a prominent reputation in the area of real estate, land use and right-to-build issues. Our attorneys advise clients in all aspects of the acquisition, development, finance, management, leasing and transfer of land (through purchase or condemnation) and interests in land such as easements, air rights, solar rights, and mineral rights.

Our real estate practice includes representing purchasers and sellers in the acquisition and disposition of commercial real estate; advising clients with respect to tax-free exchanges of real estate; reviewing title to property and acting as agent of, and examining counsel to, several title insurance companies. We advise clients regarding title defects and resolve them. We negotiate and draft all forms of real estate contracts, including purchase and sale contracts, leases, easement agreements and licenses. Our leasing practice involves the representation of landlords and tenants in drafting and negotiating leases, counseling regarding lease rights and disputes, lease

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Proposal to Onondaga County Industrial Development Agency RFP Legal Services September 5, 2017

terminations and the eviction of tenants and other occupants of real property. We have drafted and negotiated leases for commercial shopping centers, office buildings, single buildings, multiple tenant buildings, and ground leases. We regularly counsel clients on survey requirements, the preparation and review of appraisals, the preparation of deeds and other recording instruments.

(5) Contracts

Our Corporate and Business Group is involved in a broad-based practice in the areas of corporate finance, economic development, technology, commercial law, mergers and acquisitions, banking and venture capital, all of which require the negotiation and preparation of complex contract documents. Members of the Group are involved on a regular basis in the representation of local financial institutions and large and small companies in connection with complex loan and financing transactions. Members of the Group have represented financial institutions, companies and underwriters in municipal finance transactions.

Our practice involves a broad range of contract negotiation and preparation in numerous areas of law including intermunicipal agreements and memoranda of understanding; joint venture agreements; partnership agreements, including public/private partnership agreements; financing agreements; equipment leases; real estate leases; licenses; security agreements; contracts for the purchase of goods and/or services; independent contractor agreements; employment agreements; indemnification agreements, including environmental indemnity agreements; and Brownfield cleanup agreements.

(6) Municipal Law

We currently serve or have served as counsel to several municipalities, including counties, towns and villages, and have day-to-day experience guiding local governments through the complex legal and business issues they face. We have served as general counsel to the Agency since 1982. The Firm helped create the Onondaga County Economic Development Corporation in 1994 and has served as its general counsel. Since 2013, we have also served as outside counsel to the Onondaga County Water Authority. We have served as special counsel to the Monroe County Industrial Development Agency, the Cortland County Industrial Development Agency, Mohawk Valley EDGE (Economic Development

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Proposal to Onondaga County Industrial Development Agency RFP Legal Services September 5, 2017

Growth Enterprises Corp.) of Oneida and Herkimer Counties, Rockland County and Rockland County Sewer District No. 1.

The Firm’s attorneys have direct experience with the creation of water districts under the Town Law and the preparation of inter-municipal agreements. For all of these clients, the Firm’s attorneys attend regular and special board meetings, prepare agendas and resolutions for such meetings and review meeting minutes. We are thoroughly familiar with, and advise our governmental clients on the conduct of meetings and public hearings, requirements for notice of general and special meetings and public hearings, compliance with the Open Meetings Law and the uses of executive session; conflicts of interest of members of the governing bodies; the liability of members, indemnification of the members and the procurement of directors and officers liability insurance; and compliance with all applicable laws, including, but not limited to, the General Municipal Law; the Freedom of Information Law; Public Authorities Accountability Act; Public Authorities Reform Act; SEQRA; and County, City, Town, and Village Law.

1.4.2.3.d Exceptions and omissions to stated requirements.

None.

1.4.2.3.e Summary of all resources, assumed or expected, to be provided by the Agency.

The Firm assumes that the Agency will clearly articulate its goal(s); will provide any relevant factual, legal or political history and will bring to the Firm’s attention any document or record relevant to the issue or project concerning which the Firm is consulted.

1.4.2.3.f Pricing: Description of all fees and costs charged to the Agency.

General Counsel Discounted Rate $150.00/hr. – Attorneys $ 75.00/hr. – Paralegals

Litigation Negotiated

Real Estate Development Negotiated

Other (outside general counsel ordinary scope) Negotiated

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1.4.2.3.g Pricing: Description of all fees and costs charged to companies/ organizations appearing before the Agency.

Fees for services rendered in connection with Agency projects will be billed to the project sponsor in accordance with the schedule included in the Agency project application form.

1.4.2.4 Compliance Statement

a. State agreement with all General Provisions, Special Provisions, Equipment, Standard of Performance and Reliability.

The Firm agrees to and will comply with the general and special provisions, standard of performance and reliability provisions as set forth in the RFP or referenced therein as applicable to this procurement action.

1.4.2.5 Project Coordination and Scheduling

Firm personnel will normally be available for an initial project coordination meeting to review Agency objectives, project history, documents and schedule within 48 hours of assignment.

a. Provide a work plan with start date, duration and physical requirements. To be provided for each component if proposed separately.

Once a specific assignment is identified, Firm personnel will work with Agency personnel to develop one or more work plans that reflect the Agency objectives for the project, the scope of work, the anticipated complexity of the issues presented and the Agency’s desired schedule for resolution.

1.4.2.6 Vendor Responsibilities

a. Proposal Certification, Verification, and Signature.

See executed Certification, Verification and Signature attached hereto as Tab “1”.

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1.4.3. Technical Proposal

1. Understanding the Project Scope.

The Firm understands the Agency to be in continuing need of high- quality legal advice on the wide range of issues that arise from the conduct of normal business operations. That is to say, the Agency is seeking Legal Counsel to serve as the Agency’s outside General Counsel and, when appropriate, as outside special counsel, to provide legal representation at monthly and special Agency meetings, to provide high-quality legal advice to the Agency Board and staff and otherwise provide legal advice and support to the Agency Board and staff on such matters as may involve the Agency. See Item 1.4.2.3.a and c above.

2. The approach to the Project.

See Item 1.4.2.3.b above for the four fundamental questions that will shape our solutions to the Agency’s legal issues.

3. Project Organization Chart.

OCIDA Account FinanceOCIDA Law Representative/Project OCIDA TarkyChairman Lombardi, Jr. Manager Executive Director Lynn H. Smith Chair Anthony P. Rivizzigno

Legislative/Regulatory Paralegal Support William J. Gilberti, Jr. Tarky Lombardi

Finance Law Public Environmental Real Estate Contracts Municipal Litigation Tarky Accountability William J. Francis D. Anthony P. Law William J. Lombardi, Jr. Anthony P. Gilberti, Jr. Stinziano, Sr. Rivizzigno Anthony P. Gilberti, Jr. Lynn H. Rivizzigno John F. Lynn H. Rivizzigno Anthony P. Smith Klucsik Smith Rivizzigno

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Proposal to Onondaga County Industrial Development Agency RFP Legal Services September 5, 2017

4. Resumes for Attorneys Participating in the presentation.

Finance Law Tarky Lombardi, Jr. Lynn H. Smith

Public Accountability Anthony P. Rivizzigno

Environmental William J. Gilberti, Jr. John F. Klucsik

Real Estate Francis D. Stinziano, Sr.

Contracts Anthony P. Rivizzigno Lynn H. Smith

Municipal Law Anthony P. Rivizzigno

Litigation William J. Gilberti, Jr. Anthony P. Rivizzigno

See Tab “2”

5. Similar Projects.

1982 – Present. Outside general and special counsel to the Agency.

Project Scope – See Introduction and Section 1.4.2.3.c(6) of this Proposal.

Project References: Donald Western, former Executive Secretary/Executive Director of the Agency Mary Beth Primo, former Executive Director of the Agency

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Julie Cerio, current Executive Director of the Agency 333 West Washington Street, Suite 130 Syracuse, New York 13202 Telephone: 315-435-3770

6. Name and involvement of subcontractors.

None.

7. Statement of authority for proposal submission.

The signatory of the transmittal letter accompanying this Proposal is authorized to make the representations set forth in the Proposal and to bind the Firm in accord with the Proposal.

8. Certification as to outstanding judgments and/or currently pending litigation.

There are no outstanding judgments against the Firm. The Firm is not involved in any currently pending litigation.

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PART II

2.5 Conflict Of Interest/Affidavit.

A Conflict of Interest Affidavit will be filed with the Agency upon initial assignment.

2.6 Account Representative.

The Account Representative for all matters undertaken for the Agency will be Anthony P. Rivizzigno, Esq. As Account Representative, Mr. Rivizzigno will be the primary contact for contract management. He will be responsible for the identification of Agency objectives; the effective, timely and efficient execution of Agency assignments; and the delivery of the highest quality deliverables and legal advice.

Mr. Rivizzigno brings over forty years’ experience in municipal law to his representation of the Agency and seven years of service as the Agency’s outside General Counsel. His experience includes representation of counties, towns and villages in Upstate New York on matters including zoning, legislation, litigation, contracts, acquisitions, eminent domain and economic development projects. Prior to joining the firm, Mr. Rivizzigno served as Onondaga County Attorney for eight years, where he provided legal counsel to forty-nine County departments and agencies as well as to the Onondaga County Legislature. Mr. Rivizzigno was also trial counsel to the Onondaga County Water Authority. As County Attorney, Mr. Rivizzigno was involved with major economic development projects, including Destiny USA and cleanup efforts on Onondaga Lake.

As counsel to the Agency, Mr. Rivizzigno is fully familiar with the several significant projects undertaken by the Agency over the past several years including the purchase of the Roth Steel property, the development of the White Pine Commerce Park, and numerous other economic development projects that have occurred throughout the County.

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II. SCOPE OF SERVICE

2. Technical Scope of Service

The Firm has a long history as general counsel, environmental, regulatory and litigation counsel to a wide variety of municipal and private sector clients. Our work has encompassed providing compliance advice on most of the major substantive regulatory programs, agency governing statutes and their accompanying procedural requirements.

1. Experience in Legal Matters Relating to the Issuance of Bonds by Public Benefit Corporations, Experience with the Operations of Industrial Development Agencies Under GML, Article 18-A, and Knowledge of the Public Authorities Accountability Act of 2005

The Firm and its attorneys have years of experience working with bond issuing entities on both taxable and tax-exempt bond financings totaling billions of dollars. Several of our attorneys have either led or served as counsel to various State-wide and local entities with bond financing authority, including:  New York State Environmental Facilities Corporation  New York State Department of Economic Development  Dormitory Authority of the State of New York  New York Power Authority  New York City School Construction Authority

The Firm helped create the Onondaga County Economic Development Corporation in 1994 and served as its general counsel until its dissolution. We have served as special counsel to the Monroe County Industrial Development Agency, the Cortland County Industrial Development Agency, Mohawk Valley EDGE (Economic Development Growth Enterprises Corp.) of Oneida and Herkimer Counties, and Rockland County Sewer District No. 1.

In addition to the issuance of bonds, the Agency provides financial assistance by methods such as granting mortgages in straight lease transactions, providing real property tax relief through PILOT agreements, and making Agency funds available to assist in the development of certain projects. As a result of our

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extensive experience in banking and financing transactions, our attorneys are qualified to handle a myriad of financing transactions. Thus, they can help facilitate Agency transactions by helping negotiate and structure lease, acquisition, financing and PILOT agreements

Among the more unique financing strategies, we pioneered the use of industrial development agencies to leverage (or ladder) tax and other economic incentives for job-creating infrastructure and development projects. The Project Increment Financing (“PIF”) financing leverage model has been copied by the public and private sector on numerous development projects in New York State. As a result, PIF financing is becoming common place.

We are also intimately familiar with New York’s Industrial Development Agency Act and with those laws – for example, the Labor Law and Real Property Tax Law – which come into play in connection with industrial development agency transactions.

We are very knowledgeable about the Public Authorities Accountability Act of 2005, the Public Authorities Reform Act of 2009, the Freedom of Information Law (“FOIL”) and the Open Meetings Law and have advised the Agency and others on their provisions and requirements.

2. Knowledge of the Public Authority Accountability Act of 2005 and the Public Authorities Reform Act of 2009

As counsel to the Agency and other local and state authorities, we are intimately familiar with the requirements of the Public Authorities Law, the Public Authorities Accountability Act of 2005 and the Public Authorities Reform Act of 2009. We have assisted the Agency and others in the preparation and adoption of an Agency Code of Ethics and written policies on personnel, investments, travel, real estate acquisition and disposition, the procurement of goods and services, salary and compensation, defense and indemnification and whistle blower protections.

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Proposal to Onondaga County Industrial Development Agency RFP Legal Services September 5, 2017

3. Knowledge of Environmental Law, Particularly as it Relates to the New York State Environmental Quality Review Act (SEQRA)

We are regularly involved in environmental matters involving industrial development, state and federal litigation, permit and enforcement proceedings, zoning and land use and hazardous waste issues. Because of our representation of clients in the development and permitting areas, we have a special expertise in SEQRA. Among our credits is a ground breaking case on the “Grandfather Clause” of SEQRA which exempts certain activities from the State’s environmental review and impact statement requirements. We are also regularly involved in preparing and reviewing environmental impact statements and in litigation seeking to either challenge or defend the SEQRA process in particular transactions. As a result, we are familiar with the traps and nuances of the SEQRA process. Most important to the Agency’s practice, we have helped assure that the Agency’s record of environmental review is complete and adequate to withstand judicial challenge, should such challenge be brought by project opponents. As Agency counsel, we have advised the Agency on SEQRA matters and have defended the integrity of the Agency’s SEQRA process when challenged as well.

The Firm regularly handles all aspects of litigation, including investigation, discovery, witness preparation, document management, negotiation, settlement, trial and appellate work. We specialize in complex civil litigation, including environmental, civil, business, commercial and real estate litigation; constitutional and administrative law litigation; litigation involving financial institutions, and tax-related litigation. The Firm’s attorneys regularly appear before both state and federal courts as well as administrative tribunals at the federal and state levels.

We have considerable expertise both defending and challenging SEQRA compliance; NYSDEC and other agency permits and denials; and local zoning decisions. At the adjudicatory hearing level, the Firm regularly represents permit applicants, interveners and other parties, including government parties, in connection with NYSDEC and other agency permits subject to administrative hearing rules.

The Firm also defends regulated municipal and private sector clients against enforcement actions for alleged violation of federal and state environmental protection requirements. Further, we represent both public and private sector clients subject to cost recovery actions brought by the state or federal government to recoup the cost of cleaning up environmental contamination.

Over the past decade, there has been a trend toward the redevelopment of older industrial sites rather than the development of new facilities. We think this trend

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will continue due to various cost and regulatory factors. Therefore, it will remain vitally important for the Agency’s counsel to be knowledgeable and experienced in environmental permitting, remediation and risk management issues.

4. Experience in Commercial and Industrial Real Estate Transactions

We are experienced in handling a broad range of real estate transactions including property acquisitions and sales, leasing, real estate financing and real estate development. We have particular expertise in the acquisition and development of industrial properties, including manufacturing facilities, energy, water and waste water infrastructure, asphalt plants, petroleum tank farms, quarries and mines. In the development area, we are regularly involved in land use regulation and zoning, condemnation and major project permitting strategy and management. As noted above, we regularly represent local financial institutions and borrowers in connection with real estate financing transactions.

5. Ability to Have Acceptable Representation Attend Monthly and Special Agency Meetings

Anthony Rivizzigno would continue to attend Agency meetings along with other attorneys involved in particular Agency matters when required. Other attorneys will be available to advise the Agency at its regular or special meetings as particular matters may require.

6. Resources Required to Respond in a Timely Fashion to Agency Inquiries and to Support Existing Active Agency Projects

We have many qualified attorneys who are available to work on all or a part of any Agency project. Anthony P. Rivizzigno has managed many Agency projects from inducement through closing. Other experienced attorneys are available on an as- needed basis to assist in the representation of the Agency.

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PART III. GENERAL

1. Introduction to the Firm

The Firm is a 13-attorney law firm with offices in Syracuse and Latham, New York. From our base in Central New York, the Firm represents municipal and private sector clients throughout New York State and maintains an active practice in neighboring states.

The Firm has a long history of service to the public sector. Since 1982, the Firm has acted as general counsel and special environmental counsel to municipal governments and industrial development agencies, economic development authorities and special municipal districts.

We have developed procedures to help insulate government action from challenge or criticism, and have counseled municipal governments and agencies and their officers and members on a variety of legal issues ranging from the scope of their powers to the exposure of government and its elected and appointed officers to a wide range of potential liabilities including liability for environmental conditions. We have also advised local governments and agencies on the effect of new or proposed federal, state and local legislation, have provided advice on a wide range of policy issues, and have developed handbooks and other documents to guide daily operations.

2. Organization of Law Firm

Our Firm is organized into six practice groups – the Corporate and Business Law Group, the Real Estate Group, the Environmental and Land Use Group, the Real Property Tax Assessment and Condemnation Group, the Municipal and Governmental Relations, and Commercial Litigation Group. We encourage a team approach for staffing complex matters. Members of our Corporate and Business Group, Real Estate Group and Environmental and Land Use Group most frequently work on Agency matters, especially those involving projects that are environmentally sensitive.

The following is a brief summary of the capabilities and expertise of the Practice Groups which have been involved in the representation of the Agency. A more detailed description is included in the attached profiles of the Practice Groups (Tab “3”).  Corporate and Business Group. Our Corporate and Business Group is involved in a broad-based practice in the areas of corporate finance, economic development, technology, commercial law,

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business planning, mergers and acquisitions, banking and venture capital. Members of the Group are involved on a regular basis in the representation of local financial institutions and large and small companies in connection with complex loan and financing transactions. Members of the Group have represented financial institutions, companies and underwriters in municipal finance transactions and have counseled a wide range of state authorities on compliance with the Public Authorities Accountability Act of 2005 and the Public Authorities Reform Act of 2009.

 Real Estate Group. Our Real Estate Group is involved in the areas of real estate acquisition, leasing, financing and development. Members of the Group are involved on a regular basis in the representation of local financial institutions, purchasers, borrowers, sellers and developers in connection with complex transactions.

 Environmental and Land Use Group. This Group represents clients in the real estate development, manufacturing, mining, energy, transportation and waste management industries as well as clients in the public sector. Members of the Group have recognized expertise in zoning, land use and SEQRA issues. The Group’s attorneys understand that every Agency action requires a sound record of environmental review and every compliance problem requires a business decision and an appreciation of the potential liabilities associated with adverse environmental impacts or non- compliance with environmental protection requirements. We know how to realistically evaluate the risks associated with these potential liabilities and how to develop practical, achievable strategies for reducing or eliminating the potential costs associated with adverse impacts or non-compliance.

 Real Property Tax Assessment and Condemnation Group. Our Real Property Tax Assessment and Condemnation Group is a recognized leader in both the real property tax assessment area and the condemnation area. Kevin G. Roe, the current practice group leader, is regularly engaged in property tax litigation and matters associated with PILOT agreements all across New York State.

 Municipal and Government Relations Group. Our Government Relations and Legislative Services Group includes a number of former high ranking public officials, including a former New York State senator, a former County Attorney, and an Assistant New York

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State Attorney General. Since we work in highly regulated industries, our attorneys are especially sensitive to the need to maintain current knowledge of legislative developments.

 Litigation Group. Our Litigation Group attorneys are regularly involved in complex civil litigation, including administrative, environmental, business, contract and various commercial and real estate actions. The Firm attorneys are licensed to appear before State and Federal courts throughout New York and the Northeast, including the U.S. District Court in the Northern District of New York, and regularly handle all aspects of litigation – including investigation, alternative dispute resolutions, commencement of actions or proceedings, discovery, including electronic discovery, expert identification and consultation, witness preparation, document management, negotiation, settlement, trial and appeals.

Beyond the litigation services described above, the Firm’s litigation group frequently represents public, governmental and quasi- governmental clients as interveners in connection with a variety of administrative proceedings, and has extensive experience challenging administrative actions and improper or unlawful regulations. The Firm also regularly represents such clients in matters relating to licenses, certifications, alleged regulatory violations and the like.

a. Attorneys Participating in Representation

For more than 30 years, our attorneys have had primary responsibility for advising the Agency Board and its staff on the day-to-day activities of the Agency including attending Agency meetings and coordinating services to the Agency. The transactional side of our Agency representation has been, and would continue to be, handled primarily by Anthony P. Rivizzigno, former Onondaga County Attorney. Additionally, Lynn H. Smith is available to lend his expertise in complex financings and transactions. Francis D. Stinziano, a real estate and banking attorney with more than 55 years of experience, has provided the Agency with support on various complex real estate and banking issues. The professional profiles of Anthony P. Rivizzigno, Lynn H. Smith, and Francis D. Stinziano are set forth in Tab “2”.

The environmental representation of the Agency has been, and would continue to be, coordinated through William J. Gilberti, Jr. and John F, Klucsik, of our Environmental and Land Use Group. Our Environmental

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and Land Use Group has been responsible for developing the environmental strategies with respect to the Agency’s SEQRA procedures and for the management of environmental risk in Agency transactions. The professional profiles of William J. Gilberti, Jr. and John F. Klucsik are set forth in Tab “2”.

Senator Tarky Lombardi, Jr., who rejoined the Firm in 1993 after 27 years in the New York State Senate, is available to provide counsel on legislative and regulatory issues. As a result of his experience and long- standing business and political relationships, Senator Lombardi is a valuable addition to our team of attorneys representing the Agency. Senator Lombardi’s professional profile is set forth in Tab “2.”.

3. Items Specifically Listed in Section 1.4 of this RFP

See Part I, Introduction, Schedule of Events and Instructions, Item 1.4, Preparation of Proposal.

4. Additional Information

None.

5. Fees

Legal services rendered directly to the Agency for general representation services will be billed at a discounted rate of $150.00 per hour. Services provided by paralegals are billed at a rate of $75.00 per hour.

Our fees for services rendered in connection with Agency projects will be billed to the Project sponsors in accordance with the schedule shown on the Agency’s project application form.

Representation of the Agency on matters beyond ordinary “general counsel” matters, such as defense of the Agency or its members in litigation or acquisition and development of real estate, will be billed at a mutually agreeable rate. If requested by the Agency, we would be willing to provide certain categories of services on a fixed fee or a retainer basis to be negotiated.

TAB 1

TAB 2 Gilberti Stinziano Heintz & Smith, P.C. Anthony P. Rivizzigno, Esq. Attorneys and Counselors at Law [email protected] 315-442-0100

Mr. Rivizzigno brings over 35 years of experience in municipal law to the Firm’s environmental, corporate and real estate practices. His experience includes representation of towns and villages in Upstate New York on matters including zoning, legislation, litigation, contracts, acquisitions, eminent domain and economic development projects.

Prior to joining the Firm, Mr. Rivizzigno served as Onondaga County Attorney, where he provided legal counsel to forty-nine county departments and agencies as well as the Onondaga County Legislature. He has also served as counsel to the Onondaga County Republican Committee.

As County Attorney, Mr. Rivizzigno was involved with major economic development projects, including Destiny USA and cleanup efforts of Onondaga Lake through the Amended Consent Judgment of the Federal Court. Currently, Mr. Rivizzigno is Town Attorney for the Towns of Lysander and Hastings. He also serves as counsel to the Onondaga County Industrial Development Agency and the Onondaga County Water Authority.

Mr. Rivizzigno’s involvement in civic and community organizations includes the Board of Directors of the Cultural Resources Council and Make-a-Wish Foundation. He also served as Regional Coordinator of the United States Olympic Development Program for Women’s Soccer.

Education  Juris Doctor, Syracuse University College of Law  Bachelor of Arts, University of Notre Dame

Admitted to Practice  State of New York  US District Court Northern District of NY

Honors & Affiliations  New York State Bar Association  Onondaga County Bar Association  American Bar Association Gilberti Stinziano Heintz & Smith, P.C. William J. Gilberti, Jr., Esq. Attorneys and Counselors at Law Chief Executive Officer, Managing Partner [email protected] 315-442-0100

Mr. Gilberti, CEO of the Firm and co-chair of the environmental practice, is one of the foremost authorities on New York State environmental law and environmental litigation. Mr. Gilberti has successfully argued issues that have defined the contours of New York State environmental law. He is also experienced in appellate practice and has served as lead counsel in several cases establishing important principles under New York State’s Environmental Quality Review Act (SEQRA). Mr. Gilberti’s practice also encompasses environmental compliance issues relating to state and federal statutes, mining law, water quality programs and solid waste disposal.

Under Mr. Gilberti’s leadership, the Environmental Group has cultivated one of New York State’s largest transportation practices, representing more than 80% of the State’s construction aggregates industry. Mr. Gilberti is highly active in industry associations related to the material supply side of the aggregates industry. For several years, he acted as Counsel to New York Construction Materials Association and to the Associated General Contractors.

In addition, Mr. Gilberti provides strategic legal counsel to the public and private sectors in connection with the development of infrastructure and major capital projects. His more recent projects include the build-out of the state-wide wireless communications network and a proposal to construct the longest underground direct current electric transmission line in the world.

Education  Juris Doctor, magna cum laude Syracuse University College of Law  Bachelor of Arts, University of Miami

Admitted to Practice  State of New York  New York State Appellate Division Fourth Department  Commonwealth of Pennsylvania  US District Court Northern District of NY  US District Court Western District of NY

Honors & Affiliations  New York State Bar Association  Onondaga County Bar Association  Federal Bar Council  National Italian Bar Council Gilberti Stinziano Heintz & Smith, P.C. Tarky Lombardi, Jr., Esq. Attorneys and Counselors at Law Of Counsel [email protected] 315-442-0100

Following 27 years as a New York State Senator, Tarky Lombardi, Jr. remains in direct, personal and regular contact with the Governor and his colleagues in the Senate and the Assembly who continue to rely upon his advice and experience.

He chairs the Firm’s Government Relations and Legislative Services Practice. While in the Senate, he authored and sponsored legislation resulting in hundreds of changes in New York law and chaired the New York State Senate Committees on Finance, Health, and Public Authorities. He also headed the Senate Committee on Arts and the Cultural Industry and the Governor’s Council on Health Care Financing.

Since retiring from public service, Senator Lombardi has been an advisor on governmental affairs to several of the country’s largest independent power producers, national natural gas suppliers, cogeneration developers, and numerous industrial clients that generate their own power.

As a practicing attorney, Senator Lombardi has served clients in the health care, telecommunications, energy, insurance, and transportation industries. His ground-breaking contributions to health care regulation and legislation are nationally recognized, as are his numerous publications and lectures on health-related legislation in New York State government. He is a former councilman for the City of Syracuse and has served on the Syracuse University Board of Trustees as a vice-chair.

Senator Lombardi is also a long time member of the New York Historical Society’s Board of Trustees. He has worked with numerous NYC museums for a number of years, including the Guggenheim Museum, the Museum of Arts and Design, the Center for Jewish History, the General Society of Mechanics & Tradesmen, and the New York Historical Society. Through direct activity on museum boards, collaborative efforts with committees, and acting as a representative between agency and State government, Senator Lombardi has been actively involved in facilitating the major reconstruction projects of several cultural and historical institutions.

Education  Honorary Doctorate of Law, Syracuse University College of Law  Honorary Doctorate, State University of New York  Juris Doctor, Syracuse University College of Law  Bachelor of Science, Syracuse University

Admitted to Practice  State of New York

Honors & Affiliations  Member, New York Historical Society Board of Trustees  Former Chairman, Health Committee New York State Senate  Former Chairman, Public Authorities Committee New York State Senate  Former Chairman, Finance Committee New York State Senate  Former Chairman, Cultural Industry Committee New York State Senate  Former Chairman, Governor’s Council on Health Care Financing  New York State Bar Association  Onondaga County Bar Association Gilberti Stinziano Heintz & Smith, P.C. Lynn H. Smith, Esq. Attorneys and Counselors at Law Of Counsel [email protected] 315-442-0100

One of the founding partners of the Firm, Mr. Smith focuses his legal practice on contract negotiation and complex financing. He advises entrepreneurs in matters such as forming and raising capital and structuring start-up corporations. Mr. Smith also provides counsel in the areas of mergers and acquisitions, leveraged leasing, commercial real estate transactions, joint venture agreements, Internet marketing agreements, Internet joint ventures and software development. He has lectured and published articles on a variety of topics concerning Internet safety issues.

Mr. Smith acted as counsel to the New York State Senate and was a longtime member and chairman of the board of directors and executive committee for the Greater Syracuse Chamber of Commerce. Dedicated to helping businesses grow in Central New York, he helped establish the Seed Capital Fund of CNY. He is a former board member of Sensis Corporation, former director of both the Syracuse Jewish Federation and the Jewish Home of Central New York, and founder of the Central New York Jewish Community Foundation. He was also chairman of the board for the Greater Syracuse Service Bureau and former president of the Jewish Family Service Bureau.

Mr. Smith has received the Post-Standard Achievement Award for his commitment to the growth of the young professional community in Syracuse. He has also received the Chamber of Commerce Volunteer of the Year Award, the Syracuse Jewish Family Service Humanitarian Award, and the Syracuse Jewish Federation’s Esther and Joseph Roth Leadership Award.

Mr. Smith attended Cornell University and earned his LL.B. from the Syracuse University College of Law. He is active in the New York State and Onondaga County Bar Associations and is admitted to practice in New York.

Education • LL.B., Syracuse University College of Law

Admitted to Practice • State of New York

Honors & Affiliations • Former Chairman, Greater Syracuse Chamber of Commerce • Former Chairman, Greater Syracuse Service Bureau • Former President, Jewish Family Service Bureau • Former Board Member, Sensis Corporation • New York State Bar Association • Onondaga County Bar Association Gilberti Stinziano Heintz & Smith, P.C. Francis D. Stinziano, Esq. Attorneys and Counselors at Law Of Counsel [email protected] 315-442-0100

A founding partner with more than fifty years of experience, Mr. Stinziano has served as both Chief Executive Officer of the Firm and Chairman of the Firm’s Real Estate practice. Mr. Stinziano focuses his practice on corporate law, real estate development, financing and leasing. He is also experienced in the representation of trade associations.

Mr. Stinziano is a former Clerk to the Minority of the New York State Assembly, and has served as General Counsel to numerous statewide trade organizations such as the Independent Insurance Agents of New York. He regularly counsels insurance agencies on matters such as licensing, commission arrangements, and mergers and acquisitions.

Mr. Stinziano has also represented numerous lending institutions and banks, including Berkshire Bank, Citizens Bank, First Niagara Bank and NBT Bank. He is a former member of the advisory board of Ticor Title Insurance Company and the legal section of the American Society of Association Executives. He has given numerous seminars on behalf of various organizations, including the New York State and Onondaga County Bar Associa- tions, on real estate, estate planning and business perpetuation.

Mr. Stinziano was named by Central New York Magazine as one of the “Best Lawyers in Central New York” and included in The New York Area’s Best Lawyers. For the past several years, he has been named as and selected for inclusion in Best Lawyers In America. In 2012, 2014-2015 and 2017, Mr. Stinziano was honored by Best Lawyers in America as “Syracuse Real Estate Lawyer of the Year” and was selected by The American Lawyer and Martindale-Hubbell as a “2013 Top Rated Lawyer in Real Estate.”

Education  Juris Doctor, Syracuse University College of Law  Bachelor of Science, Le Moyne College

Admitted to Practice  New York

Honors & Affiliations  “Syracuse Real Estate Lawyer of the Year”, Best Lawyers in America, 2012, 2014-2015 and 2017  Named as and selected for inclusion in Best Lawyers in America for the past several years  Recognized as one of the “Best Lawyers in Central New York”, Central New York Magazine  Recipient of the Syracuse Community Health Center “Place of Choice” Award  New York State Bar Association  Northern District of New York Federal Court Bar Association Gilberti Stinziano Heintz &

Smith, P.C. John F. Klucsik, Esq. [email protected] Attorneys and Counselors at Law 315-442-0100

Industrial and commercial development are the focus of Mr. Klucsik’s practice. He provides advice on right-to-build and environmental impact review issues, air emissions regulations, water quality control and compliance planning. His clients have included nanotechnology and biotech- nology firms, independent power producers, transmission line developers, cement manufacturers, mining companies, retail and mixed use developers and municipalities when such projects are proposed.

As environmental counsel to Industrial Development Agencies, he has reviewed hundreds of industrial and commercial development projects for compliance with the New York State Environ- mental Quality Act (“SEQRA”) and its federal counterpart, the National Environmental Policy Act (“NEPA”). He has counseled local governments on projects ranging from utility scale power plants to high-voltage transmission lines to potable water supply systems, housing developments, and harness and motor sports raceways.

As a result, Mr. Klucsik has experience advising his clients on requirements of the state and federal air pollution laws, the Clean Water Act, the State Pollutant Discharge Elimination System (“SPDES”) program requirements for waste water treatment and storm water control, New York’s Navigation Law, the New York State Historic Preservation Act, the National Historic Preservation Act, and the requirements of the U.S. Army Corps of Engineers and New York State Department of Environmental Conservation wetlands, stream disturbance and navigable waters permitting programs, water quality certifications and coastal consistency policies.

Education  Juris Doctor, Capital University Law School  MBA, Lehigh University  Bachelor of Arts and Science, Lehigh University

Admitted to Practice  State of New York  Commonwealth of Pennsylvania  State of Maryland  District of Columbia  US District Court District of Columbia  US District Court Northern District of New York  US Court of Appeals District of Columbia Circuit  Supreme Court of the US

Honors & Affiliations  Special Achievement Award. US Nuclear Regulatory Commission  Who’s Who in American Law  New York State Bar Association  Onondaga County Bar Association  Northern District of New York Federal Court Bar Association

Publications  MSHA Part 46: The Reality Beyond the Training Plan, N. Am. Quarry News, May 2000.  Take Two and Call Me in the Morning: Developments in New Source Performance Standards, Pit & Quarry, Oct. 1997.

 EPA-Looking for Common Sense in New York Environmental- Protection, The Business Journal, June 9, 1997.  Attaining the NAAQS, Mobile Sources, Implementation of the Clean Air Act Amendments in New York, National Business Institute, Inc., 1992.  Corporate Protection Evaporates in Environmental Law En- forcement, Syracuse Business, Aug., 1990.  Regulatory Update. Journal of the Federation of Societies for Coatings and Technology, 1988.  Loathing for Landfills Sets Stage for Alternative Technologies, Hazardous Materials and Waste Management, Jan-Feb, 1987.  "The Superfund Amendments: Leadership and Realism", Haz- ardous Materials and Waste Management, Nov-Dec, 1986.  Money Talks: Constitutional Protection of Corporate Political Speech, 8 CAP. U. L. REV 575 (1980). Noted as "Worth Reading" by the National Law Journal.  Editor, Symposium: Hazardous Waste Management, 9 CAP. U. L. REV. 425 (1980). Noted as "Worth Reading" by the National Law Journal.  "The New Federal Role in Solid Waste Management: The Re- source Conservation and Recovery Act of 1976, with William L. Kovacs, 3 Columbia J. Envtl. L., 205, 1977 (cited by the Court in City of Gallatin v. Cherokee County, 563 F.Supp. 940 (E.D., Tex. 1983), U.S. v. Waste Industries, 556 F.Supp. 1301 (E.D., N.C., 1982) and O'Leary v. Moyer's Landfill, 523 F.Supp 642 (E.D. Pa. 1981)).

TAB 3 Environmental Land Use Energy Real Property Valuation Eminent Domain Certiorari Corporate & Business Real Estate Gilberti Litigation Government Relations Stinziano Municipal Services Heintz & Smith, P.C.

Attorneys and Counselors at Law

Syracuse 555 East Genesee Street Syracuse, NY 13202 Phone: (315) 442–0100 Fax: (315) 442–0106

Latham Corporate 19 British American Blvd. Albany, NY 12110 Phone: (518) 476–2001 Shaping the Law. Shaping the Landscape.

www.gilbertilaw.com

All of our offices are linked electronically to provide seamless coordination among the Firm's personnel and give our clients the benefit of our entire staff. Attorney advertising.

Corporate

Gilberti Stinziano Heintz & Smith PC represents Mergers, Acquisitions & Joint Ventures. GSH&S Finance. GSH&S represents banks and other financial financial institutions, large and small corporations, is involved in the acquisition and disposition of business institutions, private equity funds and public and private start-up enterprises and government entities. Our through mergers, acquisitions of assets or stock, companies in connection with a variety of complex corporate practice provides legal services relating to leveraged buyouts, friendly and contested tender offers, financing transactions. formation, capital-raising, mergers, acquisitions, and proxy contests on behalf of both target companies restructurings, dispositions and dissolutions, and is and acquirers. These transactions involve public and We represent lenders in construction financing of supported by complementary practices in intellectual private companies engaged in a variety of industrial, shopping centers, office buildings, apartment property, litigation, real estate and tax. We combine commercial, manufacturing and financial activities. buildings, and residential subdivisions, as well as large these core capabilities with expertise in several areas and small single occupant buildings. We also represent to assemble teams of attorneys to meet client needs. Private Equity. We assist sponsors and investors in lenders in the issuance of letters of credit in municipal connection with the establishment of private equity bond financing transactions and securitization. Our corporate services include: investment vehicles, including leveraged buy-out funds  Banking and venture capital funds. Our attorneys are We represent borrowers and lenders in complex and  Copyrights, Trademarks, Patents experienced in many relevant areas, such as simple real estate and asset-based financings. We partnership and limited liability company law, tax, ERISA, handle every step—deal analysis, negotiation,  Corporate Governance and Compliance securities, and investment companies, and are document preparation, commitment letters, due  Economic Development Incentives knowledgeable of current market conditions and trends. diligence and more—to thoroughly represent the  Financial and Commercial Transactions interests of our clients. Governmental Affairs and Contracts  Venture Capital. Our attorneys represent companies  Intellectual Property and entrepreneurs in all aspects of the venture capital We represent borrowers in multimillion-dollar financings  Licensing and Technology process. We counsel start-up companies, emerging including the construction of a destination mall that will  Like-Kind Exchange Transactions growth companies and mature companies in structuring be the largest mall in the United States.  Management and Operation of REITs the rights, preferences and limitations of the securities to  Mergers and Acquisitions be sold in private placements. Leasing. We represent landlords and tenants in the  Private Equity/Venture Capital drafting and negotiation of leases; we provide counsel  Project Development and Finance We also advise on due diligence and the preparation of on matters of lease rights, disputes and terminations, private placement memorandum or other disclosure and the eviction of tenants and other occupants of  Real Estate documentation. Our representation includes advising, real property.  Renewable Energy negotiating and preparing term sheets and stock  Securities and Capital Markets purchase agreements for both companies and private We have drafted and negotiated hundreds of leases Structured Finance  equity investors. for commercial shopping centers, office buildings,  Securitized Lending Transactions single buildings, multiple tenant buildings, and ground  Workouts and Restructurings leases.

Environmental Land Use Energy Real Property Valuation Eminent Domain Certiorari Corporate & Business Real Estate Gilberti Litigation Government Relations Stinziano Municipal Services Heintz & Smith, P.C.

Attorneys and Counselors at Law

Syracuse 555 East Genesee Street Syracuse, NY 13202 Phone: (315) 442–0100

Fax: (315) 442–0106 Real Estate

Latham 19 British American Blvd. Albany, NY 12110 Shaping the Law. Phone: (518) 476–2001 Shaping the Landscape.

www.gilbertilaw.com

Attorney advertising.

Real Estate

Gilberti Stinziano Heintz & Smith PC Financing. We regularly represent borrowers and Permitting & Right-to-Build. We have one of the represents purchasers and sellers in the acquisition lenders in complex and simple real estate and largest Environmental & Land Use practices in the and disposition of commercial real estate, advises asset-based financings. We have represented State. Our attorneys have supervised the clients with respect to tax-free exchanges of real borrowers in hundreds of million-dollar financings, environmental review and permitting processes for estate, and acts as agent of and examining including the construction of a destination mall that hundreds of major real estate development counsel to several title insurance companies. We will be the largest mall in the United States. projects, including landfills, power plants, mineral regularly review property titles and advise clients mines, industrial plants, commercial office develop- regarding title defects and their appropriate We have represented lenders in construction ments, regional shopping malls, and mixed-use resolutions. financing of shopping centers, office buildings, developments across New York State and the apartment buildings and residential subdivisions, as Northeast. We represent public authorities, municipal well as large and small single occupant buildings. We governments and the State in critical public works also represent lenders in the issuance of letters of The services we provide to our clients requiring and regularly assist private sector clients with the credit in municipal bond financing transactions and permitting include: development and conversion of retail, commercial, securitization.  evaluating options to meet legal requirements residential and mixed-use projects. Our attorneys under Town Law, Municipal Law, SEQRA, NEPA offer pragmatic, responsive advice to our clients in Brownfields Redevelopment. Our attorneys have and Environmental Conservation Law all aspects of the acquisition, development, extensive experience with contaminated site finance, management, leasing and transfer of land, remediation and redevelopment under federal and  coordinating with town attorneys to ensure that and interests in land such as easements, air rights state Superfund legislation and the NY State all legal requirements are satisfied for the and mineral rights. Department of Environmental Conservation's (DEC) various town actions required to authorize the Brownfields Cleanup Program. project Leasing. We represent landlords and tenants in the  supervising expert preparation of materials for drafting and negotiating of leases and we counsel We regularly serve as environmental counsel for site presentation to town and state boards and clients on lease rights and disputes, as well as lease cleanups under the New York State Voluntary Clean- agencies and at public hearings terminations and the eviction of tenants and other up and Brownfields Cleanup Programs, including pe-  directing the scoping and preparation of SEQRA occupants of real property. troleum and solvent contaminated former industrial documents including the DEIS, FEIS and sites located in mixed residential/commercial neigh- responses to public comments We have drafted and negotiated hundreds of leas- borhoods. es for office buildings, regional and super-regional  appearing at hearings before town and county malls and shopping centers, warehouses, industrial agencies and boards and before DEC and oth- parks, electrical generating plants, multiple site re- er state regulatory agencies tailers, single and multiple tenant apartment buildings, hotels, and ground leases.

Attorneys and Counselors at Law

Syracuse 555 East Genesee Street Syracuse, NY 13202 Phone: (315) 442–0100 Fax: (315) 442–0106

Latham Environmental & Land Use 19 British American Blvd. Albany, NY 12110 Phone: (518) 476–2001 Shaping the Law.

Shaping the Landscape.

www.gilbertilaw.com

Attorney advertising.

Environmental & Land Use

Gilberti Stinziano Heintz & Smith PC has one of We are well-versed in government programs related to We facilitate development projects by actively shaping the most active Environmental and Land Use practices retail, commercial, residential, mixed-use, and the approval process and not allowing interests with in New York State. Among our credits are numerous supporting utility projects and well-acquainted with the another agenda to take control. judicial decisions which have redefined the authority of agency staff and policy makers whose action or federal and state environmental regulatory agencies inaction may have a significant effect on project cost, Environmental & Land Use Litigation. We've successfully with respect to the scope and extent of environmental schedule, or approval. In addition to securing necessary challenged government regulation and other imposed review and the regulation of commerce and industry. government approvals, we assist clients in obtaining restrictions through litigation in state and federal courts public and quasi-public funding under federal, state, and in administrative forums. Our Litigation and Our attorneys are highly experienced in handling and local government programs. Appellate practice group in concert with the environmentally sensitive projects and in developing Environmental & Land Use Group has directed cases strategies and transaction structures to minimize We have extensive experience dealing with various reg- that have helped define the scope of state ulatory concerns and environmental impacts. We have exposure to environmental review and permitting risk. environmental review and the limits of state and a keen understanding of issues associated with water- municipal authority. front development; urban renewal; community charac- GSH&S has supervised the environmental review and ter; environmental justice; construction and traffic dis- permitting processes for hundreds of major projects Land Use Rights. Our work in the landmark case of ruption and noise; visual impacts, and various other im- throughout the State and the Northeast, including: Atlantic Cement v. Williams, defined the SEQRA- pacts depending on the intensity and nature of land exempt status of grandfathered activity. In our more use. GSH&S also has considerable experience with pro- - hard rock quarries recent appellate work, Buffalo Crushed Stone and jects where the preservation of historic, archeological, - sand and gravel mines Glacial Aggregates, the Court of Appeals reversed the and/or cultural resources are a concern. - industrial parks Appellate Division and set forth an expansive view of

- landfills/waste management facilities We regularly counsel our clients on the federal, state the protections long-standing industrial operations are - power generation facilities and local laws and regulations governing land use, to be afforded against reactionary, prohibitory laws - manufacturing facilities and ordinances. including: - communications infrastructure - NEPA - commercial office developments - SEQRA Brownfields Litigation. Our group brought a challenge in - regional and super-regional malls and - CEQR the NY State Supreme and Appellate Courts to shopping centers NYSDEC’s denial of the developer’s application for - ULURP - waste-waster treatment facilities inclusion in the State’s Brownfields Tax Credit Program. - State and National Historic Preservation Acts - mixed-use developments - Navigation Law As a result of our work, NYSDEC was required to accept

- Environmental Conservation Law a 150± acre parcel of land into the Brownfield Clean- up Program with an estimated worth to client of more We are also proficient in laws and regulations regarding than $500 million. air and water pollution and solid waste management.

Attorneys and Counselors at Law

Syracuse 555 East Genesee Street Syracuse, NY 13202 Phone: (315) 442–0100

Fax: (315) 442–0106 Real Property Tax

Latham Assessment & 19 British American Blvd. Condemnation Albany, NY 12110 Phone: (518) 476–2001 Shaping the Law. Shaping the Landscape.

www.gilbertilaw.com

Attorney advertising.

Real Property Tax Assessment & Condemnation

For five decades, Gilberti Stinziano Heintz & Smith, We have obtained millions of dollars in property tax We represent owners and developers in P.C. has represented property owners, business savings and refunds for our clients. For clients who negotiating and obtaining valuable tax incentives owners and tenants in property tax matters and own or manage multiple properties in New York and exemptions under New York law. Our real property valuation proceedings. We have State, we are a single source provider of legal attorneys are well-versed in programs such as extensive experience in the eminent domain services for all tax reduction needs. Brownfields, and other property tax exemptions aspects associated with complex commercial afforded to qualified property owners, and advise and industrial development projects. We annually monitor levels of assessment across on the real estate tax structures in PILOT agree- the State for our clients, keeping track of the ments. We are able to create strategies for our Our willingness and ability to take cases to trial variety of grievance dates for various clients which enable them to maximize these and the outstanding results our attorneys have municipalities and ensuring that timely challenges benefits over the life of a project. obtained for our clients have earned us the are made where assessments are excessive. We respect of taxing authorities and law firms are also involved in cutting edge real estate tax We also have experience creating community throughout New York State and the Northeast. As reforms and have worked with such notable benefit agreements, whereby private businesses a result, we are often able to negotiate favorable industry groups as the Real Estate Board of New develop unique partnerships with local settlements prior to trial. York. governments and the larger community.

Our clients include owners and managers of: From our practices in environmental law, energy and natural resources and real estate  Office Buildings Our Attorneys development, we are well-versed in the many  Regional and Super-Regional Malls factors that affect the value of real property, including environmental regulations and  Shopping Centers Our attorneys are recognized among the Best Lawyers in America, in Super contamination, the laws and regulations affording  Warehouses Lawyers, and in Who's Who in and limiting rights to develop real property, the  Industrial Parks use of property for the production of natural American Law. resources and energy, and leases and other real  Manufacturing Facilities estate business arrangements.  Electrical Generating Plants

 Multiple Site Retailers

 Golf Courses

 Apartment Buildings Environmental Land Use Energy Real Property Valuation Eminent Domain Certiorari Corporate & Business Real Estate Gilberti Litigation Government Relations Stinziano Municipal Services Heintz & Smith, P.C.

Attorneys and Counselors at Law

Syracuse 555 East Genesee Street Syracuse, NY 13202 Phone: (315) 442–0100 Fax: (315) 442–0106

Latham 19 British American Blvd. Municipal & Government Albany, NY 12110 Relations Phone: (518) 476–2001

Shaping the Law. Shaping the Landscape.

www.gilbertilaw.com

Attorney advertising.

Municipal & Government Relations

Gilberti Stinziano Heintz & Smith PC represents Brownfields. Our attorneys have extensive experience We advise large and small public clients on corporate public authorities, municipal governments and the with contaminated site remediation and redevelopment governance and day-to-day activities including State of New York in connection with critical public under federal and state Superfund legislation and the compliance with bylaws, amendments to works and economic development projects. We have State Department of Environmental Conservation's organizational instruments, appointment and removal extensive experience in those topics important to Brownfields Cleanup Program. We represent municipal of board members, preparation of authorizing infrastructure development, including real estate and government clients participating in or seeking resolutions; employment and termination of personnel; acquisitions, leases, easements and rights-of-way; acceptance into the Brownfields Cleanup Program and and employee discipline and benefits. municipal land use control and the creation of special provide advice on the availability of federal and state purpose municipal districts; contaminated site remedi- government funding for Brownfields redevelopment, GSH&S helped create the Onondaga County ation and brownfield development; regulation of air including tax credits under the Brownfields Tax Credit Economic Development Corporation in 1994 and pollution, waste water and other aspects of project Program. served as its general counsel until its recent dissolution. construction and operation that are addressed in the We have served as general counsel to the Onondaga state and federal environmental review processes. Energy & Utilities. We provide strategic legal service to County Industrial Development Agency (OCIDA) since state and local government entities on a wide range of 1982. We have served as special counsel to the Mon- Project Finance. We understand and are well-versed in energy and utility-related matters. Our aim is to help our roe County Industrial Development Agency, the the various government-sponsored programs that municipal clients build, expand and operate power, Cortland County Industrial Development Agency, Mo- provide support to and assist with the development water treatment, and telecommunication facilities, as hawk Valley EDGE (Economic Development Growth and redevelopment of water and sewer infrastructure, well as negotiate with private utility suppliers where Enterprises Corp.) of Oneida and Herkimer Counties, waste management facilities, power generation and necessary. We represent municipalities with respect to and Rockland County Sewer District No. 1. In addition, transmission projects, utility and telecommunication zoning, permitting and environmental regulations in many of our attorneys throughout their legal careers infrastructure, and industrial projects on the State and everything from waste-water treatment and constructing have represented or held senior management posi- federal level. These include the programs of the telecommunication towers, to wind farms and oil and tions with municipalities, public authorities, public ben- Environmental Facilities Corporation, Department of natural gas wells. efit corporations, and industrial development authori- Environmental Conservation, Department of Health, ties. Department of State, Office of the State Comptroller, We have represented counties on issues of rate Empire State Development Corporation/Department of allocation to service classes, treatment of manufac- We also advise agencies and authorities on a wide Economic Development, Office of the Governor and tured gas plant site remediation costs, revenue decou- range of legal matters and transactions, including sale/ United States Department of Agriculture Office of Rural pling, and energy efficiency measure costs and treat- leaseback transactions and the issuance of taxable Development. ments. We have also acted as intervener before the and tax-exempt bonds. We coordinate, document Public Service Commission to remedy inadequate water and close complex real estate transactions in which supplies and argue against rate increases. agencies participate as principals rather than simply as financial conduits. Such projects include the Allied Signal Industrial Campus infrastructure project and the OnTrack commuter railroad project, both in Syracuse. Environmental Land Use Energy Real Property Valuation Eminent Domain Certiorari Corporate & Business Real Estate Gilberti Litigation Government Relations Stinziano Municipal Services Heintz & Smith, P.C.

Attorneys and Counselors at Law

Syracuse 555 East Genesee Street Syracuse, NY 13202 Phone: (315) 442–0100 Fax: (315) 442–0106

Latham 19 British American Blvd. Litigation Latham, NY 12110 Phone: (518) 476–2001

Shaping the Law. Shaping the Landscape.

www.gilbertilaw.com

All of our offices are linked electronically to provide seamless coordination among the Firm's personnel and give our clients the benefit of our entire staff. Attorney advertising.

Litigation

Gilberti Stinziano Heintz & Smith PC has Land Use Rights. GSH&S was at the forefront of cases Brownfields. GSH&S brought a challenge in the New redefined the scope of authority of federal and state that established land use rights and the scope of York State Supreme and Appellate Courts to NYSDEC’s environmental regulatory agencies to regulate environmental review for the mining industry. Our work in denial of a developer’s application for inclusion in the commerce and industry. We’ve successfully the landmark case of Atlantic Cement v. Williams State’s Brownfields Tax Credit Program. As a result, challenged government regulation and other imposed defined the SEQRA-exempt status of grandfathered NYSDEC was required to accept a 150± acre parcel of restrictions through litigation in state and federal courts activity. land into the Brownfield Cleanup Program with an and in administrative forums. estimated worth to the client of more than $500 Syracuse Aggregates v. Weise established mining as million. Our Litigation and Appellate practice group in concert unique land use where the corpus of the land was with our Environmental & Land Use group has directed integral rather than incidental to the establishment, and Energy. GSH&S brought suit on behalf of a coalition of landmark cases that have helped define the scope of continuation of that land use criteria for determining 8 NY counties and 5 public interest groups against state environmental review and the limits of state and whether a mining operation had vested its FERC, successfully challenging FERC’s over-broad municipal authority. non-conforming use rights. It also established that the interpretation of a newly enacted federal law. As a non-conforming, pre-existing use of a property for result of the Firm’s strategy and effort, in one of the first We practice in the following courts and administrative excavation of sand and gravel extended to the entire decisions regarding the Energy Policy Act of 2005: forums: mineral reserve on the property.  the U.S. Court of Appeals for the 4th Circuit rejected

FERC’s interpretation of the statute and remanded  New York State Supreme and Appellate Courts In some of our more recent appellate work, Buffalo a portion of FERC’s new electric transmission Crushed Stone and Glacial Aggregates, the Court of  Federal District Courts and Circuit Courts of Appeal licensing rules; Appeals reversed the Appellate Division and set forth an  Issues Conferences and Adjudicatory Hearings expansive view of the protections that long-standing  the U.S. Court of Appeals for the 9th Circuit before NYSDEC industrial operations are to be afforded against vacated and remanded to USDOE its reactionary prohibitory laws and ordinances. determination to create a 190-mile overhead high  Municipal Boards, Planning boards and Zoning -power electric transmission line; Boards of Appeal DERA. GSH&S spearheaded multiple litigations that  the well-funded project sponsor, after spending  US Environmental Protection Agency successfully challenged regulations proposed by millions of dollars on a New York State transmission NYSDEC. The agency exceeded its authority by attempt- line certification proceeding with more than 150  US Army Corps of Engineers ing to impose the Diesel Emissions Reduction Act’s active parties, withdrew its application, prompting (DERA) retrofit requirements on a larger class of private  MSHA/OSHA the Public Service Commission to dismiss the vehicles than the Legislature intended. The court held proceeding with prejudice.  Federal Energy Regulatory Commission that, based on the language of DERA, the retrofit requirement applies only to a limited class of prime  New York State Public Service Commission contractors who contract with the State.

ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY

REQUEST FOR PROPOSAL FOR PROFESSIONAL SERVICES

RFP Title: OCIDA Audit Services – August 2017

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

August 17, 2017

Subject: Request for Proposal regarding OCIDA Audit Services – August 2017

Enclosed is a Request for Proposal (RFP) seeking a contract to provide Audit Services. The Onondaga County Industrial Development Agency (OCIDA) is seeking a quality firm to provide high quality services.

Thank you for your anticipated interest. If it is not your intention to submit a proposal please give notification in writing before the proposal close date.

Sincerely,

Julie Cerio Executive Director

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

I. INTRODUCTION, SCHEDULE OF EVENTS AND INSTRUCTIONS

1.1 Introduction. The Onondaga County Industrial Development Agency (“OCIDA” or “the Agency”) is soliciting proposals for services in connection with its normal business operations.

This Request for Proposal (RFP) includes the scope, required services, proposal requirements and evaluation criteria.

This RFP does not commit the Agency to award a contract or contracts or to pay any cost incurred in the preparation of a proposal in response to this request.

The Agency reserves the right to make modifications and issues addenda to the terms and conditions of this RFP.

Following receipt of responses, the Agency may request clarifications and additional information pertaining to the proposals from any or all Respondents.

The RFP and/or the selection of any proposal does not create any contractual rights whatsoever with the Agency, whether by this RFP or pursuant to any other understanding, written or oral.

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

Release Date: Proposal Submission Deadline: 8/17/2017 9/5/2017

Pre-Proposal Meeting: Expected Award Date: 8/24/2017 2:00 pm 10/31/2017

Final Date for Submission of Expected Contract Start Date: Questions: 8/28/2017 1/1/2018

Addendum Answering all Questions Issued by the Agency: 8/29/2017

1.4 Preparation of Proposal. No proposal will be considered which modifies, in any manner, any of the provisions, specifications or minimum requirements set forth in the Request for Proposal.

In case of error in the extension of prices in the proposal, unit prices will govern.

Respondents are expected to examine special provisions, specifications, schedules and instructions included in this request. Failure to do so will be at the Respondent’s risk.

Failure to respond (i.e. submission of a proposal, or notice in writing that you are unable to offer but wish to remain on the active mailing list) to Request for Proposals will be understood 4

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

by the Agency to indicate a lack of interest and will result in the removal of the firm’s name from the applicable mailing list.

1.4.1 Proposal Submission: The complete proposal must be submitted in a sealed package with one (1) original and one (1) electronic copy, prior to the opening date and time. All proposals shall be marked RFP OCIDA Audit Services – 2017. Respondents shall include all documents necessary to support their proposal in the sealed package. Respondents shall be responsible for the delivery of proposals during business hours to the address indicated in the cover letter. It shall not be sufficient to show that the proposal was mailed in time to be received before scheduled closing time.

Proposals should be submitted to: Nate Stevens, Treasurer Onondaga County Industrial Development Agency 333 West Washington Street, Suite 130 Syracuse, NY 13202

1.4.2.1 Cover Page:

a. Full proposal name and number b. Submission date and time c. Prime Contractor name (Agency/Respondent who is responsible)

1.4.2.2 Table of Contents:

a. All items listed in proposal format in the sequence listed

1.4.2.3 Executive Summary:

a. Summarize understanding of the scope for the RFP (project) b. Explain how your solution or approach addresses the requirements provided in this RFP.

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

1.4.2.4 Compliance Statement:

a. State agreement with all General Provisions, Special Provisions, Equipment, Standard of Performance and Reliability.

1.4.2.5 Project Coordination and Scheduling:

a. Provide a work plan with start date, duration and physical requirements. To be provided for each component if proposed separately.

1.4.2.6 Vendor Responsibilities:

1.4.3 Technical Proposal. The technical portion of the proposal shall include the following:

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

3. A project organization chart identifying the make-up of your team and identifying the officer responsible for the project, project manager, subcontractors, other key staff, and their involvement on the project. 4. Resumes for the individuals (including subcontractors) identified on the organization chart indicating their name, title, reporting office location, project assignment and relevant experience. 5. A listing of similar projects of this type and scope which your responsible officer has successfully completed, briefly describing the project scope, owner and total cost. Inclusion of project references is required. 6. The name and involvement of any subcontractor(s) to be utilized on the project. 7. A statement and signature that the proposal is being submitted by a member of the company who is authorized to submit proposals for work. 8. A certification that the Respondent has no outstanding judgments, and/or a listing of any currently pending litigation.

All questions regarding the RFP must be submitted in writing to:

Onondaga County Industrial Development Agency Attention: Nate Stevens, Treasurer 333 West Washington Street, Suite 130 Syracuse, New York 13202

Questions may also be directed to Nate Stevens by email at [email protected]. All questions must be received by the date listed in Section 1.2 (Schedule of Events) of this RFP.

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

including but not limited to: (i) claims of property damage; (ii) claims of personal injury to Contractor if self-employed, Respondent’s employees, agents or subcontractors; (iii) claims of personal injury to third parties; and (iv) reasonable attorneys’ fees, whether incurred as the result of the third party claim or to enforce this contract: arising out of or resulting directly or indirectly from the performance, of the work or the enforcement of this RFP, irrespective of whether there is a breach of a statutory obligation or rule of apportioned liability; and whether casual or continuing trespass or nuisance, and any other claim for damages arising at law and equity alleged to have been caused or sustained in whole or in part of the Respondent, its employees or agents. Respondent further covenants and agrees to obtain the necessary insurance as required by the General Obligations Law of the State of New York and this RFP to effectuate this Hold Harmless clause, and shall name the Agency as an additional insured on all applicable insurance and indemnification.

Contractor further agrees to comply with the requirements of the New York State Workers’ Compensation Board regarding proof of compliance with the New York State 8

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

Workers’ Compensation Law.

2.7 Responsiveness. Respondents are expected to examine specifications, schedules and instructions included in the package. Failure to do so will be at the Respondent’s risk.

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

2.9 Beginning Work. The successful Respondent will not commence any work, which could be billed, until a valid contract has been executed between the Respondent and the Agency.

2.10 Contract. The contract between the Agency and the Respondent shall include:

2.11 Extensions and Amendment. Initial contract will be up to three (3) years. The term will end on 12/31/2020. A one year extension may be granted at the mutual agreement of the Agency and the successful Respondent. The one year extension would extend the term to 12/31/2021. Fiscal Years covered in the initial term will be 2017, 2018, 2019. If the one year extension is authorized, Fiscal Year 2020 would be covered.

2.11.a Early Termination: Contract may be terminated without cause at any time, by either party, with 30 days written notice.

2.14 Ownership of Documents/Work Product. It is agreed that all finished or unfinished documents, data or reports prepared by the successful Respondent shall be considered property of the Agency, and upon completion of the services to be performed, or upon termination of the Agreement for cause, or for the convenience of the Agency, will be turned over to the Agency.

2.15 Proprietary Information. All RFP materials are subject to a Freedom of Information 10

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

Request under the New York State Public Officers Law. If any request is received regarding this RFP, you will be afforded the opportunity to submit justification to exempt any section you have identified in your proposal as proprietary. The Agency will not accept any request by a potential vendor to declare the whole RFP response as proprietary, or to declare any pricing pages as proprietary. The Agency reserves the right to determine whether the proposal will be released in whole or in part.

II. SCOPE OF SERVICES

1. BACKGROUND

The Onondaga County Industrial Development Agency (OCIDA) is seeking proposals for audit services for the period 2018-2020. The firm selected will advise OCIDA as to its audit rights and obligations, and represent OCIDA in audit matters. The Onondaga County Industrial Development Agency (OCIDA) is a public benefit corporation of the State of New York created in 1970 pursuant to Article 18A of the General Municipal Law. Industrial Development Agencies are authorized to promote, develop, encourage, and assist in the acquiring, constructing, reconstructing, improving, maintaining, equipping and furnishing industrial, manufacturing, warehousing, commercial, research and railroad facilities, civic facilities owned or occupied by not-for-profit corporations and horse racing facilities and thereby 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.

A link to the OCIDA website can be found here: https://www.ongoved.com/ocida/

2. TECHNICAL SCOPE OF SERVICES

The successful Respondent will provide all necessary audit services to enable the agency to comply with all applicable government laws and regulations; all board policies, and any other relevant audit work as directed by the OCIDA board/officers.

Onondaga County Industrial Development Agency

333 WEST WASHINGTON STREET, SUITE 130, SYRACUSE, NY 13202

To be considered for selection, a respondent must be able to demonstrate that it can meet the following criteria in providing the services contemplated:

1. Experience in accounting and audit matters relating to the financial activities of a public benefit corporation and with the requirements of General Municipal Law, Article 18-A.

2. Knowledge of the Public Authorities Accountability Act of 2005 and the Public Authorities Reform Act of 2009.

3. Ability to complete a timely audit of the Agency following the close of its fiscal year on December 31st. The chosen firm must be able to complete the Agency’s audit for the previous fiscal year and present the findings to the Audit committee on or before the first week of March and to the full Board at the Agency’s regularly scheduled March meeting.

4. Controls resources required to respond in a timely fashion to inquiries.

III. GENERAL

Responses to this request for professional services shall contain the following information:

1. An introduction to the individual or firm, including name(s) and summary of relevant experience of individuals who will work with the Corporation in a professional capacity. 2. Those items specifically listed in section 1.4 that begins on page 5 of this RFP. 3. Any information determined by the applicant as necessary to communicate why their solution/firm is the best course of action. 4. The fee basis for the services being proposed and the method of billing.

Evaluation Criteria: 1. Past experience/expertise. 2. Current and previous work samples. 3. Cost

PROPOSAL TO PROVIDE PROFESSIONAL SERVICES TO ONONDAGA COUNTY INDUSTRIAL DEVELOPMENT AGENCY "RFP OCIDA AUDIT SERVICES – 2017"

PRESENTED TO: Mr. Nate Stevens, Treasurer Onondaga County Industrial Development Agency 333 West Washington Street, Suite 130 Syracuse, New York 13202

PRESENTED BY: Michael Lisson, CPA, Partner Grossman St. Amour Certified Public Accountants PLLC 110 West Fayette Street One Lincoln Center, Suite 900 Syracuse, NY 13202-1387 315-701-6430

Date of Proposal: September 5, 2017

Table of Contents

Transmittal Letter 1

Executive Summary 2

Corporate History and Overview 3

Professional Experience 4

Your Engagement Team and Other Information 5

Planned Timing and Approach 6

Fees for Annual Professional Services 7

Executive Summary HOW THIS PROPOSAL CAN BENEFIT THE ONONDAGA INDUSTRIAL DEVELOPMENT AGENCY We have a thorough understanding of your operations and your financial reporting responsibilities based on our current experience providing professional accounting and audit services to both the City of Syracuse Industrial Development Agency and the Oswego County Industrial Development Agency.

Our Understanding of the Scope We fully understand your needs and reporting requirements given our current experience with other industrial development agencies in the central New York community. We will perform an audit of your financial statements in accordance with general accepted governmental auditing standards and issue an audit opinion on your financial statements. We will also issue a compliance report concerning your compliance with the public authorities' law for investment compliance.

Our Approach OCIDA would like to work with an accounting firm that understands from experience the accounting, reporting and issues of governmental organizations. We have approximately 30 governmental clients, including entities similar to yours such as City of Syracuse Industrial Development Agency, Syracuse Economic Development Corporation, Onondaga County Resource Recovery Agency, Town of Dewitt Local Development Corporation and the County of Oswego Industrial Development Agency, which are subject to the Public Authorities reporting requirements similar to OCIDA. We are extremely familiar with the Public Authority rules and regulations as we have been working with public authorities for over 10 years. We are extremely knowledgeable in being able to prepare your financial statements and auditing all of your transactions in accordance with the accounting framework for public authorities. Our approach considers this expertise throughout our procedures which helps us focus on key accounting and transactions unique to public authorities such as you. We do not have to "learn" what is unique to your organization since we already serve a significant number of organizations similar to yours, therefore able to leverage those experiences for the professional services we provide you.

Timely Response and Transparency Decision makers need to know that they can count on their accountants for prompt answers to inquiries throughout the year, as well as timely financial reports and recommendations for improvement. You want to work with a firm that will meet your expectations and time frame. We have internally committed to respond to all phone calls and e-mails within a twenty-four hour period and strive very hard to meet that commitment. We are available to come to your office when issues arise and are available throughout the year. We have worked closely with your management team on similar entities and will leverage that relationship to ensure a smooth transition and like in past years, are always available for any consultation on financial and accounting matters as they arise. We wish to add to this relationship and will continue this strong relationship into the future.

About Grossman St. Amour CPAs

CORPORATE HISTORY AND OVERVIEW Founded in 1957, and located in downtown Syracuse, we have provided our clients with practical solutions in professional accounting services for over 50 years. Annually we perform over 140 audit and review engagements and have clients ranging from individuals to large corporations and practice in various industries with a significant emphasis on governmental and public school districts. Our office is located in the central business district of Syracuse at One Lincoln Center and is within walking distance of your offices. Our People Our partners average over 22 years of public accounting experience and are all licensed CPAs. Two partners are Certified Valuation Analysts (CVA), one partner is a Certified Financial Planner (CFP), and one partner is a Certified Fraud Examiner (CFE). Including partners, the firm has 34 professionals, 28 of whom are CPAs. All of our professionals that will be assigned to your audit have met all the CPE requirements of New York State and have met all the CPE requirements as required by the Government Accountability Office (GAO).

Commitment to Quality A Peer Review of our audit and review services is performed every three years by an outside independent accounting firm. In the most recent review performed in November 2014, we received a "pass" report with no findings, which marks our sixth consecutive peer review (18 years) with such results. A long history of receiving no letter of comments is a testimony of our high quality standards and commitment to providing the highest quality of service. The firm is not subject to any litigation, findings or investigations by the AICPA, New York State Attorney General, Department of Labor (DOL) or any State Society Ethics referrals. We meet the independence standards of the AICPA and GAO and strictly adhere to those requirements.

As you are aware, organizations such as yourselves requires specialty training surrounding governmental auditing procedures and standards and training surrounding governmental accounting which is the framework for which your financial statements and other reports are prepared. We not only meet these stringent requirements but go beyond with our internal and external trainings for all our staff assigned to your engagement. Your lead partner, Mike, is our leader of our governmental practice and provides much of this training as a resident expert in governmental entities such as yourselves, especially those that are subject to the public authorities reporting requirements.

Grossman St. Amour is also a member of the AICPA Governmental Audit Quality Center. The Center membership is voluntary for CPA firms that perform governmental audits, including all audits and attestation engagements performed under Government Auditing Standards. As a member of the Government Audit Quality Center, we are committed to perform the highest quality audits possible. We demonstrate our commitment by voluntarily agreeing to adhere to the Center’s significant membership requirements, including designating a partner, who is your lead partner, to be responsible for the quality of our governmental audit practice, establishing quality control programs, performing annual internal inspections procedures, and making our firm’s peer review report findings publicly available. This membership provides us timely information on a variety of technical, legislative and regulatory subjects. We can then apply these resources to our clients’ audits to help ensure that they are in compliance with the appropriate standards and changes in regulation. Our Center membership will help us to respond quickly to new standards and requirements to ensure we deliver the most efficient and highest quality audits possible.

3 Professional Experience MUNICIPAL AND GOVERNMENTAL INDUSTRY EXPERIENCE

We have broad experience auditing municipalities and governmental entities such as you, which is a component unit of Onondaga County. Not only does the Firm offer a full range of auditing and financial services that municipalities and component units require, but we also possess the practical knowledge and broad capabilities that come with years of experience serving the financial needs of this industry. We have found that frequent accounting and regulatory changes have become particularly complex, and we have worked closely with our clients to minimize the associated burdens through proper planning and education.

A representative list of our governmental type clients includes:

• County of Oswego Industrial Development Agency * • City of Syracuse Industrial Development Agency * • Binghamton-Johnson City Joint Sewage Board • Onondaga County Resource Recovery Agency * • Town of Dewitt (includes Dewitt Local Development Corporation) * • Syracuse Economic Development Corporation *

* - These entities are subject to various rules and regulations of the Public Authorities Act of 2005 and the Public Authorities Reform Act of 2009

We also provide audit services under Government Auditing Standards to seven (7) school districts including:

• Chittenango Central School District • Phoenix Central School District • Fayetteville-Manlius Central School District • North Syracuse Central School District • Jamesville Dewitt Central School District • Marcellus Central School District • Solvay Union Free District

4 Engagement Team TEAM APPROACH

We commit to the Onondaga County Industrial Development Agency that we will provide a competent, experienced team to OCIDA. The professionals providing service to OCIDA will include:

Michael Lisson, CPA

Michael Lisson, CPA, will be the lead partner and will coordinate the timing and approach of audit services with management and ensure proper staffing and execution of all services. He will perform the majority of the work and supervise the audit staff that assist and will oversee the preparation of the various financial reports. Michael has over 20 years of experience on governmental and not-for-profit audits. Michael has significant experience with entities subject to the public authority rules and regulations as he has been your audit partner for the past six years and is the lead partner on the audits of the City of Syracuse Industrial Development Agency, Town of Dewitt, and the Syracuse Economic Development Corporation which are all subject to the public authority rules and regulations. Michael is also the lead partner on various school district audits and is the lead partner on entities with similar requirements of OCIDA.

Other Information OTHER INFORMATION

Independence / Conflicts of Interest Grossman St. Amour, CPAs is independent of OCIDA as defined by generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. We have no current or potential conflicts of interest with OCIDA

Material Investigations or Judgments There are no investigations of any kind or judgments against Grossman St. Amour, CPAs or any of our professionals for the past five years.

Proposed Schedule / Work Plan

Our typical allocation of professional time has the partner performing the majority of the work and providing the direction to our staff of the work plan to ensure the most efficient use of resources. Significant accounting and auditing matters are always discussed thoroughly amongst other firm partners on an as needed basis. Our estimated timing will be discussed with the audit committee and management prior to the onset of the audit to ensure all deadlines are agreed to before beginning any work. We have historically been accommodating to meeting the needs of the board and its committees and will continue to do so in the future. We are very familiar with all of your reporting deadlines and will easily complete all your work and have the appropriate discussions with management and the board well in advance of the deadlines for reporting to various regulatory agencies.

5 Schedule and Timing PLANNED TIMING AND APPROACH

Planning and Interim Fieldwork

Comprehensive planning is the key to a successful and efficient audit. During the November/December timeframe, we will meet with you to discuss changes and significant events that have occurred in OCIDA over the past year. We will perform our interim audit procedures which typically last a few days. During this time, we will document and determine the effectiveness of the controls over, and proper accounting for, revenues, expenditures, assets, and liabilities. This shall include a determination that the OCIDA’s internal control system provides reasonable assurance that receipts and payments are properly authorized and allowable under generally accepted accounting principles. In addition we will perform our risk assessment for the audit and determine our audit testing and approach.

As required by Government Auditing Standards, we will obtain an understanding of your internal control systems including the control environment, accounting systems and control procedures as they relate to your financial statements. We believe that this internal control understanding can be accomplished efficiently with minimal disruption to your staff.

Year End Fieldwork

Year-end fieldwork will take place in mid-February each year. Our audit plan will consist of substantive tests on the statement of net position accounts and revenues and expenses. We plan on meeting the requirements of having the audited financial statements completed well in advance of the March 31st annual deadline. We will attend the meeting with the audit committee in early March to discuss the results of the audit and review the draft financial statements and other reports prior to release by Grossman St. Amour, CPAs and management.

In addition, Grossman St. Amour will provide communication of internal control related matters identified in our audit, if any, in writing to management, as well as those charged with governance. We will report all such matters to the audit committee and Board of Directors, as applicable.

6 Fees FEES FOR ANNUAL PROFESSIONAL SERVICES

Our fees include all out-of-pocket expenses and are similar to other governmental entities with similar financial reporting requirements. We will invoice you with a final invoice during the course of the year- end fieldwork. The following is a summary of our fee proposal related to the audit of the financial statements and other provided professional services. These professional services include the preparation and audit of the financial statements, including reports required for public authorities. The fees include all routine discussions with management and various meetings as requested by the board of directors.

Fiscal Year 2017 2018 2019 Professional Services $ 13,000 $ 13,000 $ 13,000