Community Development Agency

Program includes (3) types of grants:

1. Target Zone: Office for Small Cities; specific area of city - approximately 6 - 8 block radius (HUD Section 8 low income)
2. Home Grant: City wide, if income qualified; (HUD section 8 low income)
3. Emergency Grant - Limited to approximately $5,000.00 each grant to income qualified applicant; (HUD section 8 VERY low income)

Staff

CDA Admin Assistant  Rachel Frasier (518) 773-4534 (518) 773-4581(fax)

CDA Consultant  Nicholas Zabawsky  (518) 773-4533 (518) 773-4581(fax)

Board of Directors 2

Contracting Officer 2

Listing of All Staff 2

Organization Chart 2

Governance Committee 2

Audit Committee 2

Agency Bylaws 3

Procurement Guidelines 9

Code of Ethics 13

Salary & Compensation Policy 15

Time and Attendance Policy 15

Defense and Indemnification Policy for Board Members 15

Personnel Policy - Including Whistleblower Protection Policy 16

Policy Prohibiting Extension of Credit to Board and Staff members 23

Investment Guidelines 23

Travel Policy 23

Policy Regarding Real Property Transactions 24

Audit Committee Charter 27

Governance Committee Charter 31

Annual Investment Report 35

Annual Audit 35

Management Letter 56

Annual Report 56

Assessment of Internal Controls 59

Board and Committee Meetings Minutes 59

Statement of Assets and Liabilities 59

Statement of Revenues, Expenses, and Change in Net Assets 60

Real Property Transaction Report 60

Financial Disclosure for Board Members 60

Annual Budget 60

- Public Authority Compliance Manual, Page 1 -

Mayor Timothy Hughes Eugene Reppenhagen

Frank Desantis Ellen Wood

The Community Development Agency Contracting Officer is:

Nicholas Zabawsky

Gloversville Community Development Agency

City Hall, 3 Frontage Road

Gloversville, NY 12078

Acting CEO: Acting CFO: Office Manager:

Nicholas Zabawsky Bruce Van Gendren Janice Ligon

Board of Directors

Acting CEO

Office Manger

The Governance Committee shall be the entire Board of Directors of the Community

Development Agency.

The Audit Committee shall be the entire Board of Directors of the Community Development

Agency.

- Public Authority Compliance Manual, Page 2 -

BY-LAWS OF THE

GLOVERSVILLE URBAN RENEWAL AGENCY

GLOVERSVILLE, NEW YORK

ARTICLE I - THE AGENCY

Section 1. Name of Agency. The name of the Agency shall be

"Gloversville Community Development Agency".

Section 2. Members. The Agency shall consist of five members

appointed in accordance with the provisions of Chapter 772 of the

Laws of the State of New York for the year 1963, enacted by the

Legislature pursuant to the provisions of Section

553, subdivision 2 of the General Municipal Law of the State of

New York.

Section 3. 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 4. Office of Agency. The office of the Agency shall

be located in the City of Gloversville, New York, at such place

as the Agency may, from time to time, designate by resolution.

ARTICLE II - OFFICERS

Section 1. Officers. The officers of the Agency shall be a

Chairman, a Vice-Chairman, a Treasurer, and a Secretary who shall

be the Executive Director of the Agency.

Section 2. Chairman. The Chairman of the Agency shall

preside at all meetings of the Agency. He shall have general

supervision over the business and affairs of the Agency, subject

to the direction of the Agency, and shall sign all official

orders thereof. Be shall execute all contracts, agreements,

bonds, certificates of indebtedness, deeds, mortgages and leases,

and all other instruments necessary or convenient for the

exercise of its powers and functionsl At each meeting, the

- Public Authority Compliance Manual, Page 3 -

Chairman shall submit such recommendations and proposals as he

may consider proper concerning the business affairs and. policies

of the Agency.

Section 3. Vice-Chairman. The Vice-Chairman of the Agency

shall perform the duties and exercise the powers of the Chairman

in the absence of the Chairman, in the event of the incapacity of

the Chairman, and in case of a vacancy in the office of Chairman.

Section 4. Treasurer. The Treasurer of the Agency shall sign

all orders and checks for the payment of money and shall pay out

and disburse such moneys under the direction of the Agency,

except as otherwise authorized by resolution of the Agency. The

Agency may by resolution designate one or more members to

countersign such orders and checks, and may, from time to time,

qualify, change or cancel such designation. The Treasurer shall

file and execute a bond for the faithful performance of his

duties. He shall serve without compensation, except for actual

and necessary expenses incurred in the performance of his duties.

Section 5. Executive-Director. The Executive Director of the

Agency shall be the ex-officio Secretary of the Agency, and shall

have general supervision over the administration of its business

and affairs, subject to the direction of the Agency. He shall

have the care and custody of all funds of the Agency and shall

deposit the same in the name of the Agency in such bank or banks

as the Agency may designate by resolution. He shall keep regular

books of account showing receipts and expenditures and shall

render to the Agency at each regular meeting, or when otherwise

directed, an account of his transactions and a statement of the

financial condition of the Agency. The compensation of the

Executive Director shall be fixed and determined by the Agency,

and he shall execute and file a bond for the faithful performance

of his duties, but a member of the Agency serving as Secretary

and Executive Director of the Agency in a temporary capacity

shall serve without compensation, except for actual and necessary

expenses incurred in the performance of such duties.

Section 6. Secretary. The Secretary of the Agency shall keep

the records of the Agency, and shall act as Secretary at its

meetings and record all votes. He shall keep a record of the

- Public Authority Compliance Manual, Page 4 -

proceedings of the Agency in a minute book to be kept for such

purpose, except that documents, resolutions and supplementary

materials forming a part of the minutes may be kept in a

supplementary document book or books, and shall perform all

duties incident to his office and such other duties as may, from

time to time, be imposed upon him by resolution of the Agency. He

shall keep in safe custody the seal of the Agency and shall have

the power and authority to affix such seal to all contracts and

instruments to be executed by the Agency as may be required. In

the event of the absence Of the Secretary at a regular or special

meeting of the Agency, an Acting Secretary may be appointed by

the Chairman from among the members of the Agency, who shall

serve without compensation, except for actual and necessary

expenses incurred in the performance of such duties.

Section 7. Duties of Members. The Members of the Agency

shall perform such duties as are incumbent upon them by reason of

their office and shall perform such other duties and functions as

may, from time to time, be required by the Agency or the by-laws,

or which may arise by reason of their appointment to serve on

committees functioning within the Agency or in cooperation with

other persons or groups.

Section 8. Election or Appointment. The Members of the

Agency shall hold office until their successors are appointed by

the Common Council of the City of Gloversville: The term of

office of a Member of the Agency who is an official or employee

of the Municipality shall terminate at the expiration of the term

of his municipal office, provided, however, that such Member may

hold over after the expiration of the term of his municipal

office until the appointment and qualification of his successor.

Officers of the Agency shall hold office until their successors

are elected or appointed. The Agency shall appoint one person to

fill the office of Secretary and Executive Director. Any person

appointed to fill the office of Secretary and Executive Director,

or any vacancy therein, shall have such term as the Agency shall

fix, but no Member of the Agency shall be eligible to hold such

office except as a temporary appointee.

Section 9. Vacancies. Should the office of Chairman or other

Member of the Agency become vacant, a successor shall be

- Public Authority Compliance Manual, Page 5 -

appointed by the Common Council of the City of Gloversville, New

York.

Section 10. 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 Article XV-A of

the General Municipal Law of the State of New York and all other

laws of the State of New York applicable thereto.

ARTICLE III - MEETINGS

Section 1. Regular Meetings. Regular meetings of the Agency

may be held without written notice at such times or places as

may, from time to time, be determined by resolution of the

Agency.

Section 2. Special Meetings. The Chairman of the Agency may,

when he deems it necessary or proper, and shall, upon the written

request of two or more Members of the Agency, call a special

meeting of the Agency for the purpose of transacting any business

dèsignated in the call. Every special meeting of the Agency shall

be held at such time and place as shall be designated in the

notice thereof, which shall be served upon each Member of the

Agency, either personally or by mail, at least two days prior to

the date of such special meeting.

Section 3. Quorum. The powers of the Agency shall be vested

in the Members thereof in office. A majority of the Members of

the Agency shall constitute a quorum for the purpose of

conducting its business and exercising its powers and for all

other purposes. When a quorum is in attendance, action may be

taken by the Agency only upon the concurring vote of a majority

of the Members of the Agency.

Section 4. Order of Business. At the regular meetings of the

Agency, the following shall tie the order of business:

1. Roll call.

2. Reading and approval of the minutes of the previous

regular meeting and any intervening special meeting.

3. Bills and communications.

4. Report of ExecutiveDirector.

- Public Authority Compliance Manual, Page 6 -

5. Reports of Committees.

6. Unfinished business.

7. New business.

8. Adjournment.

Section 5. Manner of Voting. All questions coming before the

Agency shall be presented in the form of motions or resolutions.

The vote on all resolutions shall be by roll call, and the ayes

and noes shall be recorded.

Section 6. Resolutions and Motions. All resolutions of the

Agency shall be in writing and chronologically numbered, and the

originals thereof shall be kept in a separate Resolution Book of

the Agency. The number and title of each resolution shall be

entered upon the minute book of the Agency, together with the

action taken thereon, and a copy of such resolutions shall be

appended to the minutes of the meeting at which such action was

taken. All motions shall be entered in full upon the minutes of

the meetings of the Agency.

ARTICLE IV - AMENDMENTS

Section 1. Amendments to By-Laws. The By-Laws of the Agency

may be amended by resolution adopted by the affirmative vote of

at least a majority of the members of the Agency at a regular or

special meeting; but no such amendment shall be adopted unless at

least seven days' written notice of the substance of the proposed

amendment shall have been previously given to all of the members

of the Agency.

- Public Authority Compliance Manual, Page 7 -

- Public Authority Compliance Manual, Page 8 -

All procurement shall be undertaken in accordance with regulations and procedures prescribed by

General Municipal Law, and applicable regulations of State and Federal funding sources.

Consultants shall be selected by the competitive proposal method. This shall include professional

services, lead inspection services, community development consultants, architects, engineers, and

accountants.

A written Request for Proposals (RFP) shall be prepared and the beginning of the process. The

RFP shall contain the following information:

a. Identifying information that the Gloversville Community Development Agency is seeking

proposals.

b. A description of the services requested, and the associated project. This will include nature

and scope of the project and the services requested, and a time frame for the services.

c. A description of the qualifications sought in a consultant, in terms of experience, specific

skills, education, and particular areas of expertise.

d. A description of the materials that the consultant is to submit in response to the RFP. This

will include resumes, a track record, references, and other relevant information.

e. A time frame for project completion, along with major milestones.

f. Method of compensation of the consultant, or options in terms of consultant compensation.

g. Contact information, name of person coordination RFP process, and address and phone

number of person who can answer questions regarding the RFP.

h. A deadline for response submittal by the consultant.

i. Method employed for selection of the consultant, and selection criteria.

Solicitation of proposals shall be as follows:

a. Proposals shall be solicited by means of an advertizement in the Leader Herald, or other

newspaper designated as the official paper of the City of Gloversville.

b. Any parties responding to the advertizement shall be provided with a copy of the full Request

- Public Authority Compliance Manual, Page 9 -

for Proposals.

c. Consultants shall be permitted at least 2 weeks to respond to Requests for Proposals.

Consultants will be reviewed and selected according to the competitive proposal process as

outlined in part 24 of the Federal Code of Federal Regulations. The consultant will be selected

based upon the technical skills and relevant experience of the individual project staff as follows:

a. Technical Capability - The relevant education in a closely related field to that proposed in the

RFP. Working knowledge of State and Federal funding programs and community development

projects.

b. Experience/Track Record - The number of years and type of experience in working on relevant

projects prior employment history, and record of successfully addressing needs of clients.

c. Administrative Ability - Record of setting up and successfully completing similar projects.

Evidence of ability to work with State and Federal programs that were completed in a timely

manner, without undue problems or administrative obstacles.

d. Cost - The total cost of providing consulting services in relation to other factors. Consultant's

ability and willingness to comply with procurement and cost documentation requirements as

established with State and Federal funding sources.

e. References - References from previous clients that indicates adequacy of consultants services,

including timeliness of work, knowledge of project in question, willingness to work with local

staff, and fees in line with original proposals.

Consultants already under multi-year contracts can be utilized, as long as the original procedures

were in compliance with the standards as spelled out above.

A list of participating contractors shall be established and be kept on file at the Community

Development Offices. This list shall be developed by periodic advertizing in the local

newspaper. Such advertizing shall take place at least once a year. Any contractor can be place

upon the list upon request, but shall not be selected to perform any work until the criteria on the

following pages are met. A contractor does not have to be on the participating contractor list in

order to be allowed to bid on work for the Community Development Agency, but will have to

meet the qualifications as for any contractor who is on the participating contractor list.

- Public Authority Compliance Manual, Page 10 -

The selection of contractors to perform construction work on privately owned properties shall be

done in the following manner:

a. The Agency will provide copies of work write-ups and specifications to the property owner;

b. The Agency will, on behalf of the property owner, will secure at least two proposals from

contractors who have been approved by the Agency.

c. All proposals will be received by the Agency and opened at a predetermined time and place; at

least one witness shall be present at the bid opening, and a tabulation of bids shall be prepared.

d. The Contracting Officer will determine which bid is the lowest qualified and will recommend

that the homeowner accept the lowest qualified bid. The property owner can choose to accept a

bid that is not the lowest qualified, but the owner will be required to pay the difference in cost.

In no case will the homeowner be allowed to accept a bid that the Agency deems unqualified.

A selected contractor shall be of good reputation, financially sound, have adequate financial

resources to carry out his bid and proposal and be qualified to do the required work. The

contractor shall be required to carry sufficient comprehensive public liability, bodily injury, and

workman's compensation insurance for all employees as required by N.Y.S. Law and the City.

A contractor may be denied participation in the program, or be removed from the list of

participating contractors in the program for any of the following reasons:

a. Failure to complete a contract within the deadline specified in the contract.

b. Repeated complaints from homeowners or the rehabilitation specialist about work quality,

scheduling of work, or oversight of subcontractors.

c. Failure to follow specifications or program procedures in completing work, including but not

limited to change order procedures, bidding procedures, or billing procedures.

d. Repeated disputes with Agency staff regarding specifications or completeness of the work.

e. Failure to pay subcontractors or building materials suppliers in a timely manner.

f. Being placed on the Federal List of Debarred Contractors.

g. Violation of any rules or regulations of HUD, including Fair Housing and Equal Employment

Opportunity, any acts of discrimination, failure to pay prevailing wage scale on projects

involving Davis Bacon requirements, or any other State or Federal regulation.

h. Allowing required insurance coverage to lapse during the performance of a contract.

- Public Authority Compliance Manual, Page 11 -

i. Threatening, abusive, or harassing behavior toward Agency staff, homeowners, or inspectors.

j. Any acts of collusion with any other bidder, or refusal to sign a certification of non-collusion.

k. Any conduct that undermines the efficient operation, effectiveness, or integrity of the program.

l. Charging an owner for work that is already included in the contract specifications.

m. Not following codes, laws, or regulations regarding the use of licensed contractors or

subcontractors where such licenses are required.

The Contracting Officer will review all proposals to insure that they cover the work specified in

the work write-up, the materials and method of work is acceptable, and the price is reasonable for

that type of work in the locality. A bid tabulation form will be prepared. After bid opening,

contractors are not to contact owners to discuss bids or to coerce homeowners to accept any

particular bid over another.

A contract will not be awarded until all required submissions are in place and all requirements

for insurance, permits, and bonding (if applicable) are in place.

For public owner projects, all of the above provisions will apply, with the following additional

requirements.

a. All public contract work will be awarded by a formal competitive bid, publicly advertized,

with a public bid opening at a pre-announced time and place.

b. All public work shall be bid according to the regulations for public work as established by

General Municipal Law, and laws ordinances of the City of Gloversville.

- Public Authority Compliance Manual, Page 12 -

This Code of Ethics shall apply to all officers and employees of the Gloversville Community

Development Agency. These policies shall serve as a guide for official conduct and are intended

to enhance the ethical and professional performance of the Agency's directors and employees and

to preserve public confidence in the Agency's mission.

Responsibility of Directors and Employees

1. Directors and employees shall perform their duties with transparency, without favor and

refrain from engaging in outside matters of financial or personal interest, including other

employment, that could impair independence of judgment, or prevent the proper exercise of one's

official duties.

2. Directors and employees shall not directly or indirectly, make, advise, or assist any person to

make any financial investment based upon information available through the director's or

employee's official position that could create any conflict between their public duties and

interests and their private interests.

3. Directors and employees shall not accept or receive any gift or gratuities where the

circumstances would permit the inference that: (a) the gift is intended to influence the individual

in the performance of official business or (b) the gift constitutes a tip, reward, or sign of

appreciation for any official act by the individual. Gifts could be presented in the form of

financial payments, services, loans, travel reimbursement, entertainment, hospitality, thing or

promise from any entity doing business with or before the Agency.

4. Directors and employees shall not use or attempt to use their official position with the Agency

to secure unwarranted privileges for themselves, members of their family or others, including

employment with the Agency or contracts for materials or services with the Agency.

5. Directors and employees must conduct themselves at all times in a manner that avoids any

appearance that they can be improperly or unduly influenced, that they could be affected by the

position of or relationship with any other party, or that they are acting in violation of their public

trust.

6. Directors and employees may not engage in any official transaction with an outside entity in

which they have a direct or indirect financial interest that may reasonably conflict with the proper

discharge of their official duties.

7. Directors and employees shall manage all matters within the scope of the Agency's mission

independent of any other affiliations or employment. Directors, including ex officio board

members, and employees employed by more than one government shall strive to fulfill their

professional responsibility to the Agency without bias and shall support the Agency's mission to

the fullest.

8. Directors and employees shall not use Agency property or resources or disclose information

acquired in the course of their official duties in a manner inconsistent with State or local law and

- Public Authority Compliance Manual, Page 13 -

the Agency's mission and goals.

Implementation of Code of Ethics

This Code of Ethics shall be provided to all directors and employees upon commencement of

employment or appointment and shall be reviewed annually by the Governance Committee.

The board may designate an Ethics Officer, who shall report to the board and shall have the

following duties:

• Counsel in confidence Agency directors and employees who seek advice about ethical behavior.
• Receive and investigate complaints about possible ethics violations.
• Dismiss complaints found to be without substance.
• Prepare an investigative report of their findings for action by the Executive Director or the

board.

• Record the receipt of gifts or gratuities of any kind received by a director or employee, who

shall notify the Ethics Officer within 48 hours of receipt of such gifts and gratuities.

Penalties

In addition to any penalty contained in any other provision of law, an Agency director or

employee who knowingly and intentionally violates any of the provisions of this code may be

removed in the manner provided for in law, rules or regulations.

Reporting Unethical Behavior

Employees and directors are required to report possible unethical behavior by a director or

employee of the Agency to the Chairman, who shall serve as the Ethics Officer. Employees and

directors may file ethics complaints anonymously and are protected from retaliation by the

policies adopted by the Agency.

- Public Authority Compliance Manual, Page 14 -

The provisions of the Agency Salary and Compensation Policy are as follows:

a. All salary and compensation matters shall be decided by the Board of Directors of the

Community Development Agency.

b. Board members and officers of the Agency shall serve without compensation. Such persons,

however, may be compensated for out of pocket costs for expenses incurred in carrying out their

duties. Such reimbursement shall be reviewed and approved by the Board of Directors.

c. All salaries shall be commensurate with the duties and responsibilities of the position held. In

rendering all compensation decisions, the Board of Directors shall consider comparable salaries

in other departments within the City of Gloversville, as well as similar positions in the private

sector.

All employees will be required to fill out time sheets which document the time worked for the

Agency. All such time sheets shall be reviewed and signed off by a person in a supervisory

capacity. Employees will be credited only for hours actually worked, consistent with the

Personnel Policy. Under no circumstances will employees be credited for time not actually

worked, and documented on time sheets.

Board Members shall be indemnified for all acts undertaken in good faith on behalf of the

Agency. The Gloversville Community Development Agency indemnifies and holds harmless the

members of the Board of Directors of the Community Development Agency, and will defend all

members against actions brought against them for any acts undertaken as Board members of the

Agency. In addition, the Board members shall be covered by the City of Gloversville's liability

insurance coverage, including Officers and Directors Liability Coverage.

- Public Authority Compliance Manual, Page 15 -

The Gloversville Community Development Agency is dedicated to fair and consistent treatment

of all of its employees. This policy is intended to provide standard procedures for all of the

employees. This is not a contract of employment. The Gloversville Community Development

Agency reserves the right to change, interpret, withdraw or add to any of the policies, benefits, or

terms and conditions of employment without prior notice to an employee. This policy supercedes

all prior personnel policies of the Community Development Agency.

The office of the Gloversville Community Development Agency will conform to the regular

office hours of City Hall as closely as possible. The hours for full time staff will be from 8:00

a.m. to 4:00 p.m., with one hour off for lunch (or any such schedule as deemed by the Board).

Part time staff will work a schedule that is established when the employee is hired.

An employee who occupies a full-time line item and regularly works 1,560 scheduled hours or

more annually (average 30 hours per week) or the hours specified in the job description.

An employee who works less than 1,560 hours annually (average 30 hours per week) or the hours

specified in the job description.

Since the Community Development Agency serves the public, staff must assume the

responsibility for covering the office and telephones during office hours. Accordingly, staff

should make arrangements to stagger lunch hours, if necessary, to keep the office open to the

public as much as possible.

On occasion, employees may be asked to work extra hours, particularly in the event of a project

deadline or an evening meeting. Employees are expected to cooperate with these requests, and

will take compensatory time off for the extra hour worked.

As discussed above, there are times when employees may have to work overtime due to project

deadlines, Board meetings, or other reasons. No employee is to incur overtime without prior

knowledge and approval of the Executive Director of the Community Development Agency.

Compensatory time is to be taken in the same week that it is incurred, if possible.

Any overtime incurred by employees (in excess of 40 hours in one week) is to be compensated

- Public Authority Compliance Manual, Page 16 -

by the employee taking time off equal to 1 times the overtime hours worked. This compensatory

time is to be taken in the week following the week that the overtime was incurred. Employees are

not to work overtime with the expectation of being paid overtime, unless such overtime pay is

authorized in writing by the Executive Director of the Agency prior to incurring the overtime.

Jury duty leave is granted with pay. The pay shall be the difference between the employee's

average weekly salary over the past three (3) months and the payment for jury duty. An employee

who is excused from jury duty or relieved for the day is required to return to work. To be eligible

for payment, an employee must produce evidence of appearance for jury duty and verification of

the jury duty payment from the court.

Due to the fact that the Agency works entirely with public funds, and must be accountable to the

public and to the various Agency funding sources, employees must fill out time sheets. These

sheets must accurately reflect the hours worked by each employee and the specific projects

worked on. Each day, every employee is expected to fill out the appropriate section of a weekly

time sheet as designated by the Agency. Review of the time sheets will be undertaken by the

Executive Director of the Agency, who will sign the time sheets upon such review.

The petty cash fund shall not exceed $100. Petty cash is available to cover small, unexpected,

and necessary expenses incurred by an employee or Board member for Agency purposes. Funds

may be requested from the secretary, who records all withdrawals from the petty cash fund. The

person who withdraws funds will be expected to promptly return cash and receipts totaling the

amount of funds withdrawn, and is responsible and liable for the amount of funds withdrawn,

until the cash and/or receipts are returned. Petty cash is to be managed on the imprest system,

whereby the total amount of cash and receipts combined is always at a constant level.

Salaries for all employees is established on a case-by-case basis. Full-time employees will be

compensated on an annual salary basis. Part-time employees will be compensated on an hourly

basis. Raises will be considered on an annual basis at the time of a performance evaluation.

The Agency does not and will not condone sexual harassment, on any level. Sexual harassment

affects both men and women, and may be in a variety of forms. Pursuant to guidelines issued by

the Federal Equal Employment Opportunity Commission, the Agency is required to maintain a

working environment for its employees that is free from sexual harassment.

Sexual harassment is defined as follows:

Submission to such conduct is made either explicitly or implicitly a term or condition of an

individual's employment;

- Public Authority Compliance Manual, Page 17 -

1. Submission to or rejection of such conduct by an individual is used as the basis for

employment decisions;

2. Such conduct has the effect of unreasonably interfering with an individual's work performance

or creating an intimidating or offensive working environment for other employees.

It is the responsibility of every member of management to insure that this policy is enforced

strictly. This responsibility includes insuring that each employee is aware of the Agency's policy

and that this facility is free from sexual conduct that causes, or reasonably could be considered to

cause, an intimidating or offensive working environment. All employees are responsible to

conduct themselves in ways that insure others are enabled to work in an atmosphere free from

sexual harassment An employee has the right and may feel it appropriate to inform the individual

directly that they find their conduct personally offensive. Any incident of sexual harassment

should be immediately reported to the Executive Director, who will immediately investigate the

complaint. If substantiated, appropriate disciplinary action up to and including dismissal will be

taken.

A performance evaluation will be conducted on an annual basis to determine if any adjustments

should be made regarding the position, job title, responsibilities, or salary of an employee. The

performance evaluation will be made by the Executive Director of the Agency. In carrying out

this review many factors in the employee's performance will be considered including overall

performance, development of job skills, contribution to completion of goals of the Agency,

cooperation with other staff or Board members, effective use of time, problem solving abilities,

and work habits.

As part of the performance evaluation, an evaluation session will be held between the Executive

Director and the employee, and a written job performance evaluation will be provided to the

employee. This evaluation will be maintained as part of the employee's personnel file.

Vacation time is earned by each full time employee based on the period of employment with the

Agency.

Vacation Schedule

There is some carry over of vacation time, but it is limited. An employee can carry over up to

five days of vacation from a prior year. However, any time in excess of five days of carry over

vacation time must be used by the employee. There will be no compensation for vacation time

not used by the employee, except by express written approval of the Executive Director and

Board of Directors. There will be no reimbursement for unused vacation time in the event of

termination of employment. All vacation must be taken in no less than 2 day blocks.

Vacation requests must be:

1. In writing and are subject to approval by the Chairman,

2. Submitted at least two weeks before the start of the requested vacation period, and

- Public Authority Compliance Manual, Page 18 -

3. For no more than the vacation credit at the time the vacation period begins.

Holidays falling within a vacation period are counted as holidays. Any vacation time granted for

that day is credited to the employee, and is to be taken at another time.

Full-time employees are entitled to take time off with pay in the event of personal illness or

illness of a member of their household which requires time away from work, subject to the

conditions below. Part-time employees are not entitled to paid sick leave.

A new employee is entitled to sick leave after six months of full-time employment. After the first

six months, five days of sick time are earned. Thereafter, the employee earns one day of sick time

for each month worked. Up to 30 days of sick leave can be carried over from one year to the

next. Any time in excess of thirty days of sick leave cannot be carried over from one year to the

next, and is lost. (Days are calculated based on a 30 or 40 hour work week.) There will be no

reimbursement for unused sick leave either at the end of a year or in the event of termination of

employment. Sick leave must be used in increments of at least 1/2 day.

Full time employees are entitled to time off for personal leave. Part time employees are not

entitled to paid personal leave. A new employee is entitled to personal leave after six months of

full time employment. After the first six months, two days of personal time is earned. Thereafter,

the employee earns 1/6 day of personal time for each month worked. At the start of each

subsequent year of employment, the employee is entitled to three personal days.

Up to two days of personal leave can be carried over from one year to the next. Any time in

excess of two days of personal leave cannot be carried over from one year to the next, and it is

lost. There will be no reimbursement for unused personal leave either at the end of a year or in

the event of termination of employment. Personal leave must be used in increments of at least 1

day.

All full-time and part-time employees of the Agency are eligible for bereavement leave.

Bereavement leave is granted for a period of three (3) days with pay following the death in the

employee's immediate family. Immediate family is defined as: parents, brother, sister, children,

husband, wife, mother or father-in-law, brother or sister-in-law, grandparents, step parents, step

brother or sister, and foster parents.

Full-time employees are entitled to paid holidays. The holiday schedule will conform to the

schedule set up through the City of Gloversville Holiday Policy. As stated in the Policy, in the

event that one of the designated holidays falls on a weekend, the employee shall be entitled to the

previous Friday of the following Monday as a paid day off.

- Public Authority Compliance Manual, Page 19 -

Health insurance is available to all full-time employees. In some instances, employees may opt to

be covered under a spouse's plan through another employer. The cost of health insurance

coverage is not automatically paid by the Agency. Health insurance arrangements are to be made

on a case by case basis at the time a person is hired, and will be negotiated as part of the

employee's compensation package at the time of hiring. In the event of termination of

employment, the Agency will continue to provide health insurance coverage for thirty days after

termination, at the employee's expense.

The Agency will also provide other benefits as mandated by State and Federal Law including

Federal Unemployment Insurance, State Unemployment Insurance, worker's compensation, and

disability insurance. The costs of these benefits is paid by the Agency.

Full-time employees will be enrolled in the New York State Retirement system for public

employees. The details of this plan are available to employees upon request.

Gifts from vendors are discouraged. A token gift can be accepted provided it is a non-cash item

worth less than $25. Cash or any item valued at more than $25 must be refused.

Termination by employee:

It is expected that an employee who leaves the Agency will give at least 2 weeks advance notice

prior to leaving the Agency. It is preferred that 30 days notice be given, so that a replacement can

be sought to fill the position and ensure a smooth transition without disruption of service to the

public. At the time of resignation, arrangements must be made with the Executive Director of the

Agency regarding accumulated vacation time and other employee benefits such as health

insurance coverage. It is understood that the manner in which an employee handles the

termination will be reflected in any recommendation that the Agency gives to a future

prospective employer.

Termination by the Agency:

All hiring decisions and staffing will be made in the best interests of the Agency considering its

financial condition, workload, and availability of grant funds to support staff. All employees

acknowledged that they are employed at the will of the Agency and may be terminated for poor

work habits, violation of personnel policies, failure to complete assigned tasks, conduct

detrimental to the interests of the Agency, due to the lack of sufficient funds to continue the

employee's salary, or for any other valid reason.

- Public Authority Compliance Manual, Page 20 -

The Gloversville Community Development Agency is an equal opportunity employer. There will

be no discrimination against any employee or prospective employee on the basis of race, color,

religion, sex, disability, or national origin. The Agency will take affirmative action to ensure that

goal. Such action shall cover employment, upgrading, demotion or termination, rates of pay or

other forms of compensation, and selection for training, including apprenticeships. The Agency

will post in conspicuous places, available to employees and applicants for employment, notices

setting forth the provisions of this nondiscrimination clause.

The Agency will, in all solicitation or advertisements for employees, state that all qualified

applicants will receive consideration for employment without regard to race, creed, color,

national origin, or disability.

The work to be performed by the Agency under programs providing direct federal financial

assistance is subject to the requirements of Section 3 of the Housing and Urban Development Act

of 1968, as amended, 12 U.S.C. 1701 lu. Section 3 requires that to the greatest extent feasible

opportunities for training and employment be given lower income residents of a project area and

contracts for work in connection with a project be awarded to business concerns which are

located in, or owned in substantial part, by persons residing in the areas of a project.

The Agency will comply with the provision of Section 3 and the regulations issued pursuant

thereto by the Secretary of Housing and Urban Development set forth in 24 CFR, and all

applicable rules and orders of the Department issued thereunder.

The Agency and its employees will avoid conflicts of interest in carrying out activities of the

Agency.No employee of theAgency shall have any private interest, direct or indirect, in anyAgency

contract or in its proceeds.

Whisleblowers are employees who report fraud, abuse, or any improper activities on the part of the

Community Development Agency, its staff, its Board members or other parties with which the

Agency transacts business to others, includingBoardMembers, elected officials, or other 3rd parties,

such as law enforcement or State or Federal officials. Employees shall be protected from any

retaliation of any kind whatsoever for any such whistle blowing activities. Employees are

encouraged to report any improper activities to the Board of Directors of the Community

Development Agency, if an effort to bring such activities to the attention of the Board.

The protections extended under this provision of the Personnel Policy do not cover any acts by an

employee to create, report, or disseminate false or misleading information.

- Public Authority Compliance Manual, Page 21 -

Realizing that every conceivable situation cannot be covered entirely, we have attempted to cover

those areas most important to you as an employee. It may be necessary to make further revisions in

our policies and we reserve this right. Any conflicts arising from differences between present and

past policies will be settled on an individual basis. If you have any questions or problems in this

regard, please refer the matter to the Executive Director of the Agency. It should be noted by

employees that this manual is not a binding work contract.

- Public Authority Compliance Manual, Page 22 -

The Gloversville CommunityDevelopment Agencywill not provide any advances, loans, or extend

credit of any kind to Board Members or employees of the Gloversville Community Development

Agency.

This prohibition against the extension of credit will include any elected officials of the City of

Gloversville, or City ofGloversville personnel in supervisory or policymaking positions, including

all City department heads.

All such prohibitions above shall include not only the affected person, but any member of that

person's immediate family, or any person having business ties to said affected person.

Investments of the Community Development Agency shall be as follows:

All funds shall be placed only in FDIC insured institutions. The Agency will not invest its funds in

any type of investment other than checking accounts, savings accounts, and certificates of deposits

with FDIC insured institutions. For any deposit with any one financial instruction that exceeds the

FDIC insuranc elimit, such institution will be required to collateralize the deposit. Acceptable

collateral will be limited to eligible securities as defined byGeneral Municipal Law Section 10 (3),

eligible surety bonds, or an eligible letter of credit as defined under Section 10 (1) of General

Municipal Law.

Employees and Board members shall be entitled for reimbursement for travel costs associated with

their duties. Reimbursement formileage shall be at the rate established by the IRS each year. Travel

by common carrier shall be reimbursed at actual cost, and shall be approved by the Agency prior to

incurring such costs. All travel costs shall be documented by logs or copies of actual bills for travel

costs incurred.

All travel costs shall be necessary, and the most economical means of travel and accommodations

shall be utilized. First class travel accommodations shall not be eligible for reimbursement. Any

hotel ormeal costs shall be approved only on a case-by-case basis by theAgencyBoard ofDirectors.

- Public Authority Compliance Manual, Page 23 -

The following shall govern all real estate transactions of the Community Development Agency:

1. TheAgency shall acquire real estate onlywhen such acquisition is necessary to achieve the public

benefit purposes of the Agency. All such purchases shall be approved by the Board of Directors,

stating the reason for such acquisition.

2. Prior to making any real estate acquisition, efforts will be made to ensure that the property being

acquired does not present environmental liability issues. A transaction screening questionnaire

(TSQ) will be performed for all realty acquisitions, and if there are indications of environmental

issues, a Phase I environmental review will be completed prior to entering into a transaction.

2. All real estate acquired shall be purchased for a fair market price or a better price negotiated

between the Agency and the seller. Under no circumstances will the Agency pay more than the

appraised fair market value for any real estate acquisition. Such appraisal shall be undertaken by a

qualified independent appraiser.

3. All such real estate purchases shall be publicly announced at an Agency Board of Directors

meeting, and shall be posted on the State Comptroller's web site, pursuant to State Law, and shall

be included in annual reporting by the Agency.

1. Definitions.

"Contracting officer" shallmean the officer or employee of the (hereinafter, the "Agency")who shall be appointed

by resolution to be responsible for the disposition of property.

"Dispose" or "disposal" shall mean transfer of title or any other beneficial interest in personal or real property in

accordance with section 2897 of the New York State Public Authorities Law.

"Property" shallmean personal property in excess of five thousand dollars ($5,000.00) in value, and real property,

and any inchoate or other interest in such property, to the extent that such interest may be conveyed to another

person for any purpose, excluding an interest securing a loan or other financial obligation of another

party.

- Public Authority Compliance Manual, Page 24 -

2. Duties.

The Agency shall:

(i) maintain adequate inventory controls and accountability systems for all property owned by the Agency and

under its control;

(ii) periodically inventory such property to determine which property shall be disposed of;

(iii) produce a written report of such property ; and

(iv) transfer or dispose of such property as promptly and practicably as possible in accordance with Section 3

below.

(v) publish, not less frequently than annually, a report listing all real property owned in fee by the Agency. Such

report shall consist of a list and full description of all real and personal property disposed of during such period.

The report shall contain the price received by the Agency and the name of the purchaser for all such property sold

by the Agency during such period; and

(vi) shall deliver copies of such report to the Comptroller of the State of New York.

3. Transfer or Disposition of Property.

(i)The Agency shall have the right to dispose of its property for any valid corporate purpose.

(ii) Unless otherwise permitted, the Agency shall dispose of property for not less than its fairmarket value by sale,

exchange, or transfer, for cash, credit, or other property, with or without warranty, and upon such other terms and

conditions as the Agency and/or contracting officer deems proper. The Agency may execute such documents for

the transfer of title or other interest in property and take such other action as it deems necessary or proper to

dispose of such property under the provisions of this section. Provided, however, except in compliance with all

applicable law, no disposition of real property, any interest in real property, or any other property which because

of its unique nature is not subject to fair market pricing shall be made unless an appraisal of the value of such

property has been made by an independent appraiser and included in the record of the transaction.

(iii) Except as permitted by all applicable law, all disposals or contracts for disposal of propertymade or authorized

by the Agency shall be made after publicly advertising for bids except as provided below.

(iv) Whenever public advertising for bids is required under subsection the advertisement for bids shall be made

at such time prior to the disposal or contract, through such methods, and on such terms and conditions as shall

permit full and free competition consistent with the value and nature of the property proposed for disposition; all

bids shall be publicly disclosed at the time and place stated in the advertisement; and the award shall bemadewith

reasonable promptness by notice to the responsible bidder whose bid, conforming to the invitation for bids, will

be most advantageous to the Agency, price and other factors considered; provided, that all bids may be rejected

- Public Authority Compliance Manual, Page 25 -

at the Agency's discretion.

(vi) Disposals and contracts for disposal of propertymay be negotiated or made by public auction without regard

to the above provisions, if :

- the personal property involved is of a nature and quantity which, if disposed of under the above provisions,

would adversely affect the state or local market for such property, and the estimated fair market value of such

property and other satisfactory terms of disposal can be obtained by negotiation; or

- the fair market value of the property does not exceed fifteen thousand dollars ($15,000.00); or

- bid prices after advertising therefore are not reasonable, either as to all or some part of the property, or have not

been independently arrived at in open competition; or

- the disposal will be to the state or any political subdivision or public benefit corporation, and the estimated fair

market value of the property and other satisfactory terms of disposal are obtained by negotiation; or

- the disposal is for an amount less than the estimated fair market value of the property, the terms of such disposal

are obtained by public auction or negotiation, the disposal of the property is intended to further the pubic health,

safety orwelfare or an economic development interest of theAgency, the state or a political subdivision (to include

but not limited to, the prevention or remediation of a substantial threat to public health or safety, the creation or

retention of a substantial number of job opportunities, or the creation or retention of a substantial source of

revenues, or where the authority's enabling legislation permits or other economic development initiatives, the

purpose and the terms of such disposal are documented in writing and approved by resolution of the board of the

Agency; or such action is otherwise authorized by law.

(vii) An explanatory statement shall be prepared of the circumstances of each disposal by negotiation of:

- any personal property which has an estimated fair market value in excess of fifteen thousand dollars

($15,000.00);

- any real property that has an estimated fair market value in excess of one hundred thousand dollars

($100,000.00), except that any real property disposed of by lease or exchange shall only be subject to clauses (3)

through (5) of this subparagraph;

- any real property disposed of by lease for a term of five (5) years or less, if the estimated fair annual rent is in

excess of one hundred thousand dollars($100,000.00) for any of such years.

- any real property disposed of by lease for a term of more than five (5) years, if the total estimated rent over the

term of the lease is in excess of one hundred thousand dollars ($100,000.00); or

- any real property or real and related personal property disposed of by exchange, regardless of value, or any

property any part of the consideration for which is real property.

- Public Authority Compliance Manual, Page 26 -

Purpose

The purpose of the audit committee shall be to:

1. Assure that the Agency's board fulfills its responsibilities for the Agency's internal and external

audit process, the financial reporting process and the systemof risk assessment and internal controls

over financial reporting; and

2. Provide an avenue of communication betweenmanagement, the independent auditors, the internal

auditors, and the board of

directors.

Powers of the Audit Committee

It shall be the responsibility of the audit committee to:

• Appoint, compensate, and oversee the work of any public accounting firm employed by the

Agency.

• Conduct or authorize investigations into any matters within its scope of responsibility.
• Seek any information it requires from Agency employees, all of whom should be directed by the

board to cooperate with committee requests.

• Meet with Agency staff, independent auditors or outside counsel, as necessary.
• Retain, at the Agency's expense, such outside counsel, experts and other advisors as the audit

committee may deem appropriate.

The Gloversville Community Development Agency Board of Directors will ensure that the audit

committee has sufficient resources to carry out its duties.

Composition of Committee and Selection of Members

The audit committee shall be established as set forth herein. The audit committee shall consist of

at least three members of the board of directors who are independent of Agency operations. The

Agency's board will appoint the audit committee members and the audit committee chair. Audit

committee members shall be prohibited from being an employee of the Agency or an immediate

family member of an employee of the Agency. In addition, audit committee members shall not

engage in any private business transactions with the Agency or receive compensation from any

private entity that has material business relationships with the Agency, or be an immediate family

member of an individual that engages in private business transactions with the Agency or receives

compensation from an entity that has material business relationships with the Agency.

All members on the audit committee shall possess or obtain a basic understanding of governmental

- Public Authority Compliance Manual, Page 27 -

financial reporting and auditing. The audit committee shall have access to the services of at least one

financial expert; whose name shall be disclosed in the annual report of the Agency. The audit

committee's financial expert should have

1.An understanding of generally accepted accounting principles and financial statements;

2. Experience in preparing or auditing financial statements of comparable entities;

3. Experience in applying such principles in connection with the accounting for estimates, accruals

and reserves;

4. Experience with internal accounting controls, and,

5. An understanding of audit committee functions.

Meetings

The audit committee will meet a minimum of twice a year, with the expectation that additional

meetings may be required to adequately fulfill all the obligations and duties outlined in the charter.

Members of the audit committee are expected to attend each committeemeeting, in person.The audit

committeemayinvite other individuals, such asmembers ofmanagement, auditors or other technical

experts to attendmeetings and provide pertinent information, as necessary.The audit committeewill

meet with the Agency's independent auditor at least annually to discuss the financial statements of

the Agency. Meeting agendas will be prepared for every meeting and provided to the audit

committee members along with briefing materials 5 business days before the scheduled audit

committee meeting. The audit committee will act only on the affirmative vote of a majority of the

members at a meeting or by unanimous consent. Minutes of these meetings will be recorded.

Responsibilities of the Audit Committee

The audit committee shall have responsibilities related to:

(a) the independent auditor and annual financial statements;

(b) oversight of management's internal controls, compliance and risk assessment practices;

(c) special investigations and whistleblower policies; and

(d) miscellaneous issues related to the financial practices of the Agency.

A. Independent Auditors and Financial Statements

The audit committee shall:

• Appoint, compensate and oversee independent auditors retained by the Agency and pre-approve

all audit services provided by the independent auditor.

• Establish procedures for the engagement of the independent auditor to provide permitted audit

- Public Authority Compliance Manual, Page 28 -

services. The Agency's independent auditor shall be prohibited from providing non-audit services

unless having received previous written approval from the audit committee. Non-audit services

include tasks that directly support the Agency's operations, such as bookkeeping or other services

related to the accounting records or financial statements of theAgency, financial information systems

design and implementation, appraisal or valuation services, actuarial services, investment banking

services, and other tasks thatmayinvolve performingmanagement functions ormakingmanagement

decisions.

• Review and approve the Agency's audited financial statements, associated management letter,

report on internal controls and all other auditor communications.

• Reviewsignificant accounting and reporting issues, including complex or unusual transactions and

management decisions, and recent professional and regulatorypronouncements, and understand their

impact on the financial statements.

• Meet with the independent audit firm on a regular basis to discuss any significant issues that may

have surfaced during the course of the audit.

• Review and discuss any significant risks reported in the independent audit findings and

recommendations and assess the responsiveness and timeliness ofmanagement's follow-up activities

pertaining to the same.

B. Internal Controls, Compliance and Risk Assessment

The audit committee shall:

• Reviewmanagement's assessment of the effectiveness of theAgency's internal controls and review

the report on internal controls by the independent auditor as a part of the financial audit engagement.

C. Special Investigations

The audit committee shall:

• Ensure that the Agency has an appropriate confidential mechanism for individuals to report

suspected fraudulent activities, allegations of corruption, fraud, criminal activity, conflicts of interest

or abuse by the directors, officers, or employees of the Agency or any persons having business

dealings with the Agency or breaches of internal control.

• Develop procedures for the receipt, retention, investigation and/or referral of complaints concerning

accounting, internal controls and auditing to the appropriate body.

• Request and oversee special investigations as needed and/or refer specific issues to the appropriate

body for further investigation (for example, issuesmay be referred to the State InspectorGeneral or,

other investigatory organization.)

• Review all reports delivered to it by the Inspector General and serve as a point of contact with the

Inspector General.

- Public Authority Compliance Manual, Page 29 -

D. Other Responsibilities of the Audit Committee

The audit committee shall:

• Present annually to the Agency's board a written report of how it has discharged its duties and met

its responsibilities as outlined in the charter.

• Obtain any information and training needed to enhance the committeemembers' understanding of

the role of internal audits and the independent auditor, the riskmanagement process, internal controls

and a certain level of familiarity in financial reporting standards and processes.

• Review the committee's charter annually, reassess its adequacy, and recommend any proposed

changes to the board of theAgency. The audit committee charter will be updated as applicable laws,

regulations, accounting and auditing standards change.

• Conduct an annual self-evaluation of its performance, including its effectiveness and compliance

with the charter and request the board approval for proposed changes.

- Public Authority Compliance Manual, Page 30 -

Purpose

Pursuant to theAgency's bylaws, the purpose of the governance committee is to assist the Board by:

• Keeping the Board informed of current best practices in corporate governance;
• Reviewing corporate governance trends for their applicability to the Gloversville Community

Development Agency;

• Updating the Agency's corporate governance principles and governance practices; and
• Advising those responsible for appointing directors to the Board on the skills, qualities and

professional or educational experiences necessary to be effective Board members.

Powers of the Governance Committee

The Board ofDirectors has delegated to the governance committee the power andAgency necessary

to discharge its duties, including the right to:

• Meet with and obtain any information it may require from Agency staff.
• Obtain advice and assistance from in-house or outside counsel, accounting and other advisors as

the committee deems necessary.

• Solicit, at theAgency's expense, persons having special competencies, including legal, accounting

or other consultants as the committee deems necessary to fulfill its responsibilities.

The governance committee shall have the power to negotiate the terms and conditions of any

contractual relationship subject to the Board's adopted procurement guidelines as per Public

Authorities Law Section 2879, and to present such contracts to the Board for its approval.

Composition and Selection

The membership of the committee shall be comprised of at least 3 independent members. The

governance committee members shall be appointed by, and will serve at the discretion of the Board

of Directors. The Board may designate one member of the governance committee as its Chair. The

members shall serve until their resignation, retirement, removal bytheBoard or until their successors

shall be appointed and qualified. When feasible, the immediate past governance committee Chair

will continue serving as a member of the Committee for at least one year to ensure an orderly

transition. Governance committee members shall be prohibited from being an employee of the

Agency or an immediate family member of an employee of the Agency. In addition, governance

committeemembers shall not engage in any private business transactionswith theAgency or receive

compensation from any private entity that has material business relationships with the Agency, or

be an immediate familymember of an individual that engages in private business transactions with

theAgency or receives compensation from an entity that hasmaterial business relationshipswith the

- Public Authority Compliance Manual, Page 31 -

Agency. The governance committee members should be knowledgeable or become knowledgeable

in matters pertaining to governance.

Committee Structure and Meetings

The governance committeewillmeet aminimum of twice a year,with the expectation that additional

meetings may be required to adequately fulfill all the obligations and duties outlined in the charter.

All committee members are expected to attend each meeting, in person. Meeting agendas will be

prepared for every meeting and provided to the governance committee members at least five days

in advance of the scheduledmeeting, alongwith the appropriatematerials needed tomake informed

decisions. The governance committee shall act only on the affirmative vote of a majority of the

members at a meeting or by unanimous consent. Minutes of these meetings are to be recorded.

Reports

The governance committee shall:

• Report its actions and recommendations to the Board at the next regular meeting of the Board.
• Report to the Board, at least annually, regarding any proposed changes to the governance charter

or the governance guidelines.

• Provide a self-evaluation of the governance committee's functions on an annual basis.

Responsibilities

To accomplish the objectives of good governance and accountability, the governance committee has

responsibilities related to:

(a) the Agency's Board;

(b) evaluation of the Agency's policies; and

(c) other miscellaneous issues.

Relationship to the Agency's Board

The Board of Directors has delegated to the governance committee the responsibility to review,

develop, draft, revise or oversee policies and practices for which the governance committee has

specific expertise, as follows:

• Develop the Agency's governance practices. These practices should address transparency,

independence, accountability, fiduciary responsibilities, and management oversight.

• Develop the competencies and personal attributes required of Directors to assist those authorized

to appoint members to the Board in identifying qualified individuals.

In addition, the governance committee shall:

- Public Authority Compliance Manual, Page 32 -

• Develop and recommend to the Board the number and structure of committees to be created by the

Board.

• Develop and provide recommendations to theBoard regardingBoardmember education, including

new member orientation and regularly scheduled board member training to be obtained from

state-approved trainers.

• Develop and provide recommendations to the Board on performance evaluations, including

coordination and oversight of such evaluations of the board, its committees and seniormanagement

in the Agency's governance process.

Evaluation of the Agency's Policies

The governance committee shall:

• Develop, reviewon a regular basis, and update as necessary theAgency's code of ethics andwritten

policies regarding conflicts of interest. Such code of ethics and policies shall be at least as stringent

as the laws, rules, regulations and policies applicable to state officers and employees.

• Develop and recommend to the Board any required revisions to the Agency's written policies

regarding the protection of whistleblowers from retaliation.

• Develop and recommend to theBoard anyrequired revisions to theAgency's equal opportunity and

affirmative action policies.

• Develop and recommend to the Board any required updates on the Agency's written policies

regarding procurement of goods and services, including policies relating to the disclosure of persons

who attempt to influence the Agency's procurement process.

• Develop and recommend to the Board any required updates on the Agency's written policies

regarding the disposition of real and personal property.

• Develop and recommend to the Board any other policies or documents relating to the governance

of the Agency, including rules and procedures for conducting the business of the Agency's Board,

such as the Agency's by-laws. The governance committee will oversee the implementation and

effectiveness of the by-laws and other governance documents and recommend modifications as

needed.

Other Responsibilities

The governance committee shall:

• Review on an annual basis the compensation and benefits for the Managing Director and other

senior Agency officials.

• Annually review, assess and make necessary changes to the governance committee charter and

provide a self-evaluation of the governance committee.

- Public Authority Compliance Manual, Page 33 -

- Public Authority Compliance Manual, Page 34 -

During 2008, all funds of the Gloversville Community Development Agency were deposited in

FDIC insured accounts at NBT Bank. All accounts in excess of $100,000 are collateralized on

compliance with the provisions of Section 10 of General Municipal Law. The Agency had no

other investments, and did not invest its funds in any manner other than FDIC insured accounts.

As of the close of the fiscal year, the Agency had $179,647 in cash or cash equivalents.

The most recent audit of the Gloversville Community Development Agency is enclosed on the

following pages.

- Public Authority Compliance Manual, Page 35 -

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- Public Authority Compliance Manual, Page 55 -

The management letter for the Gloversville Community Development Agency is included in the

annual audit which is included in this manual.

Part 1

1. Accomplishments

The Gloversville Community Development Agency has achieved the following

accomplishments during the 2008 year:

Grants - The Agency applied for and was awarded two grants in 2008 in the total amount

of $857,000. These grants included a $400,000 from the New York State Division of

Housing for the rehabilitation of one and two family owner occupied housing in the City

of Gloversville, and a $457,000 grant from the New York State Affordable Housing

Corporation to under take a new home construction program for income qualified first

time home buyers.

Loans - The Agency continued to manage its small business loan portfolio during the

year. The portfolio includes 2 active loans, with a total outstanding principal balance of

approximately $125,000. No new loans were made during the year.

Housing Rehabilitation - The Agency completed the rehabilitation of 9 buildings, totaling

12 units of housing under the HOME program, representing an investment of

approximately $300,000 in improvements to those properties. These projects were

affordable housing, located all over the City. An additional 11 units of housing were

completed under the 2006 target area housing rehabilitation program and 4 units of

housing under the 2007 target area housing program, both of which were funded under

the HUD Community Development Block Grant Program.

2. Assessment of Internal Controls

An assessment of internal controls was completed and is presented later in this manual.

3. Has the independent auditor changed within the last 5 years ? Yes

4. Has an independent audit been performed ? Yes, the audit is enclosed in this manual.

5. Has an organizational chart been prepared ? Yes, the chart is presented in this manual.

6. Are any staff employed by other government agencies?

- Public Authority Compliance Manual, Page 56 -

The administrative asistant is not employed by other agencies. The agency

consultant/CEO is employed by several other government agencies.

Part 2

1. Has a Governance Committee been established ? Yes

2. Has and Audit Committee been established? Yes

3. Does Authority have a URL link to post a list of Board committees ? Yes

4. Does the majority of the Board meet the independence requirements of Section 2825(2) of

PAL? Yes

5. Does the URA have a URL link to post the minutes of the Board and committee meetings

held during the covered fiscal year? Yes

6. Has the Board adopted a statement of Board duties and responsibilities? Yes

7. Has the Board adopted bylaws and made them available to Board members and staff? Yes

8. Has the Board adopted a code of ethics for Board members and staff? Yes

9. Does the Board review and monitor the authority's implementation of financial and

management controls? Yes

10. Does the Board execute direct oversight of the CEO and management in accordance with

Section 2824(1) of PAL? Yes

11. Is there a separation of the Board and CEO/Senior Management positions in accordance with

Section 2824(3) of PAL? Yes

12. Has the Board adopted policies for the following in accordance with Section 2824(1) of

PAL:

Salary and Compensation? Yes

Time and Attendance? Yes

Whistleblower Protection? Yes

Defense and Indemnification of Board Members? Yes

13. Has the Board adopted a policy prohibiting the extension of credit to Board members and

staff in accordance with Section 2824(5) of PAL? Yes

- Public Authority Compliance Manual, Page 57 -

14. Are the authority's Board members, officers, and staff required to submit financial disclosure

forms in accordance with Section 2825(3) of PAL?

Yes, the Board Members submit financial disclosures annually pursuant to the City of

Gloversville Ethic Law.

Part 3

1. Board of Directors Listing

The Board of Directors is provided, and is presented in the manual, and is posted on the

State Comptroller's Web Site.

Part 4

1. Staff Listing

The staff listing is provided, and is enclosed earlier in this manual.

Part 5

1. Benefits

Benefits for staff are as provided in the Personnel Policy, and spelled out in this manual.

Part 6

1. Subsidiaries

The Gloversville Community Development Agency has no subsidiaries. It is affiliated

with the City of Gloversville, as the City's Community Development Agency.

Part 7

1. Financial Information

A Balance Sheet and Statement of Revenues and Expenditures are included in the

manual.

Part 8

1. Did the Authority have any outstanding debt, including conduit debt, at any point during the

reporting period? No.

2. Has the Authority issued any debt during the reporting period? No

- Public Authority Compliance Manual, Page 58 -

Part 9

Real Property Transactions - Provide information on any real property of the authority having an

estimated fair market value in excess of $15,000 that the authority either acquired or disposed of

during the reporting period.

There were no real property transactions during the reporting period

Part 10

Personal Property Transactions - Provide information on any personal property of the authority

having an estimated fair market value in excess of $5,000 that the authority disposed of during

the reporting period.

There were no personal property transactions in excess of $5,000 during the reporting

period.

Part 11

1. In accordance with Section 2896(3) of PAL, the authority is required to prepare a report at

least annually of all real property of the authority. Has this report been prepared? Yes

2. Has the authority prepared policies, procedures, or guidelines regarding the use, awarding,

monitoring, and reporting of contracts for the acquisition and disposal of property? Yes

3. In accordance with Section 2896(1) of PAL, has the authority named a contracting officer who

shall be responsible for the authority's compliance with and enforcement of such guidelines? Yes

An assessment of internal controls is included in the annual audit which is presented in this

manual.

Minutes of the Gloversville Community Development Agency are maintained in a separate

minutes book, and are available upon request during normal business hours.

A statement of assets and liabilities is included in the Annual Audit in this manual.

- Public Authority Compliance Manual, Page 59 -

A statement of revenues, expenses, and change in net assets is included in the Annual Audit

included in this manual.

During the 2008 year, there were no real property transactions as defined under the Public

Authorities Accountability Act of 2005.

The Board Members have submitted financial disclosures annually pursuant to the City of

Gloversville Ethic Law.

The annual budget for the 2010 year is presented on the following page.

- Public Authority Compliance Manual, Page 60 -

Gloversville Community Development Agency

2010 Budget

Grants: 2007 HOME $50,000

2008 HOME $300,000

2009 HOME $150,000

Federal Grants: $500,000

Other $0 State Grants: $0

Administrative Fees: $30,000 Other Earned Inc $30,000

Program Income: $5,000 Non- Operating Inc. $5,000

Administrative Costs: Payroll $33,500 Salaries & Wages $33,500

Fringe $13,000 Other Emp. Benefits $13,000

Consulting Fees $19,000 Professional Services $19,000

Office Supplies $2,000 Supplies & Materials $2,000

Advertizing & Legal Notices $500

Audit & Bookkeeping $6,200

Legal & Filing Fees $4,200 Other Operating Expenses $10,900

Total Administrative $78,400

Project Costs

Rehab Grants - HOME prog $420,000

Rehab Grants - CDBG $0 Grants and Donations $420,000

Rehab Specialists Fees $25,600

Lead Inspectors $9,000

Lab Fees $2,000 Other Operating Costs $36,600

Total Project Costs $456,600

- Public Authority Compliance Manual, Page 61 -