Defense and Indemnification Policy (1-25) FINAL
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DEFENSE AND INDEMNIFICATION POLICY
       This Defense and Indemnification Policy is adopted in accordance with Section 2824 of
the Public Authorities Act and applies to all members, officers and employees of the Onondaga
County Industrial Development Agency (the “Agency”).
        The Agency shall indemnify all members and each officer and employee, and each other
person authorized to act for it on its behalf, against all expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by them as a
consequence of theirs being made a party to or being threatened to be made a party to any
threatened, pending or contemplated civil or administrative action, suit or proceeding, by reason
of their being or having been a member or officer of the Agency and in the performance of their
duties to the extent authorized by the Board.
        The Agency shall not indemnify any member, officer, employee, or any other person
authorized to act for it on its behalf, in such cases where they are adjudged guilty of willful and
wanton misconduct or gross negligence in the performance of his or her duties or adjudged to
have not acted in good faith and in a manner they reasonably believed to be in or not opposed to
the best interest of the Agency and its members.

If a member or officer claims reimbursement or indemnification hereunder based upon
settlement of a matter, they shall be indemnified only if the Board (with any member seeking
reimbursement abstaining) approves such settlement and reimbursement as being in the best
interests of the Agency and, if a majority of the members request it, such approval is based on an
opinion of independent counsel supporting the propriety of such indemnification and
reimbursement.
        The foregoing right of indemnification shall be in addition to and not exclusive of all
other rights such member or officer may have. The Board shall notify all members that it has
approved an indemnification payment at least ten (10) days prior to making such payment.
        The Agency shall maintain full Directors and Officers liability insurance coverage toward
that end.
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Defense and Indemnification Policy – Revised January 2025