CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY. POLICIES AND PROCEDURES MANUAL (as of March 20, 2014)

Transcription

1 CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY POLICIES AND PROCEDURES MANUAL (as of March 20, 2014)

2 TABLE OF CONTENTS 1. Resolution adopting Policies, Standards and Procedures required by New York Public Authorities Accountability Act (the Act) adopted July 13, 2006; reaffirmed March 14, 2013 and March 20, By-laws with Amendments required by the Act adopted July 13, 2006; reaffirmed March 14, 2013 and March 20, Certificate of Independence for Board Members adopted July 13, 2006; reaffirmed March 14, 2013, amended March 20, Financial Disclosure Statements adopted June 11, 2009; reaffirmed March 14, 2013 and March 20, Certification of the Chief Executive Officer and Chief Fiscal Officer adopted July 13, 2006; reaffirmed March 14, 2013 and March 20, Compensation, Reimbursement and Attendance Policy adopted July 13, 2006; reaffirmed March 14, 2013 and March 20, Code of Ethics adopted July 13, 2006; reaffirmed March 14, 2013 and March 20, Whistleblower Policy adopted July 13, 2006; reaffirmed March 14, 2013 and March 20, Investment policy adopted July 13, 2006; reaffirmed March 14, 2013 and March 20, Travel Policy adopted July 13, 2006; reaffirmed March 14, 2013 and March 20, Disposition of Real Property Guidelines adopted July 13, 2006; reaffirmed March 14, 2013, amended March 20, Procurement Policy adopted July 13, 2006; reaffirmed March 14, 2013 and March 20, Defense and Indemnification Policy adopted July 13, 2006; reaffirmed March 14, 2013 and March 20, Bond Financing Policy adopted June 24, 1999; reaffirmed March 14, 2013 and March 20, Applications for Non-Manufacturing Facilities adopted June 24, 1999; reaffirmed March 14, 2013 and March 20, Tax Relief Policy adopted June 24, 1999; reaffirmed March 14, 2013 and March 20, 2014

3 17. Recapture of Benefits Policy adopted June 24, 1999; reaffirmed March 14, 2013 and March 20, Project Sponsor Annual Reporters Policy adopted June 24, 1999; reaffirmed March 14, 2013 and March 20, Agency Financial Reporting Policy adopted June 24, 1999; reaffirmed March 14, 2013 and March 20, Environmental Requirements adopted June 24, 1999; reaffirmed March 14, 2013 and March 20, Employment Opportunities Policy adopted June 24, 1999; reaffirmed March 14, 2013 and March 20, Tax & User Fee Policy - adopted January 9, 2014, reaffirmed March 20, Records Retention and Destruction of Documents Policy - adopted March 20, Mission Statement and Performance Measures adopted March 8, 2012; reaffirmed March 14, Acknowledgement of Duties and Responsibilities adopted 2010; reaffirmed March 14, 2013 and March 20, Annual Board of Directors Evaluations adopted 2010; reaffirmed March 14, 2013 and March 20, Rules and Regulations Governing Public Access to Records of the IDA adopted March 8, 2012; reaffirmed March 14, 2013 and March 20, Accounting Resolution adopted March 20, Audit Committee Charter adopted March 8, 2012; reaffirmed March 14, 2013 and March 20, Governance Committee Charter adopted March 8, 2012; reaffirmed March 14, 2013 and March 20, Project Sponsor Guidebook; affirmed March 14, 2013 and March 20, Organizational Chart, affirmed March 14, 2013 and March 20, 2014

4 RESOLUTION (Public Authorities Accountability Act of 2005) A regular meeting of the City of Glens Falls Industrial Development Agency was convened on July 13, 2006, at 9:00 a.m. The following resolution was duly offered and seconded, to wit: Resolution No. 04/ # 35 RESOLUTION OF THE CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY ADOPTING CERTAIN POLICIES, STANDARDS AND PROCEDURES IN CONNECTION WITH THE PUBLIC AUTHORITIES ACCOUNTABILITY ACT OF 2005 WHEREAS, by Title 1 of Article 18-A of the General Municipal Law ("GML") of the State of New York (the "State"), as amended, and Chapter 671 of the Laws of 1974 of the State, (hereinafter, collectively called the "Act"), the CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY (hereinafter called the "Agency") was created as a public benefit corporation of the State; and WHEREAS, the Public Authorities Accountability Act of 2005 (the "PAAA"), which was signed into law on January 13, 2006 as Chapter 766 of the Laws of 2005, was enacted by the New York State Legislature to insure greater accountability and openness of public authorities throughout the State; and WHEREAS, pursuant to Section 2 of the Public Authorities Law ("PAL") of the State, the provisions of the PAAA apply to certain defined "local authorities", including the Agency; and WHEREAS, the Agency desires to adopt certain policies, standards and procedures necessary to comply with the provisions of the PAAA. NOW, THEREFORE, BE IT RESOLVED by the members of the Board of the Agency (the "Board") as follows: Section 1. Pursuant to subdivision 3 of Section 2824 of the PAL, no Board member, including the Chairperson, shall serve as the Agency's chief executive officer, executive director, chief financial officer, comptroller, or hold any other equivalent position while also serving as a member of the Board. Section 2. Pursuant to subdivision 2 of Section 2824 of the PAL, any members of the Board appointed on or after January 13, 2006 shall participate in State approved training regarding their legal, fiduciary, financial and ethical responsibilities as directors within one (1) year of their appointment to the Agency. Further, each Board member appointed after January 13, 2006 shall execute a certificate of independence pursuant to subdivision 2 of Section 2825 of 1

5 the PAL. Such certificate shall be executed in substantially the form attached hereto as Exhibit A. Section 3. Pursuant to subdivision 2 of Section 2824 of the PAL, all members of the Board shall participate in such continuing training as may be required to remain informed of best practices, regulatory and statutory changes relating to the effective oversight of the management and financial activities of public authorities and to adhere to the highest standards of responsible governance. Section 4. Pursuant to subdivision 3 of Section 2825 of the PAL, on or before May 15 of each year, all Agency Board members, officers and employees shall file annual financial disclosure statements with the Board of Ethics of the County of Warren (the "County") pursuant to Article 18 of the GML of the State. The annual financial disclosure statements so filed shall be substantially in the form attached hereto as Exhibit B, or such other form of statement as may be adopted and approved by the County. Section 5. Pursuant to subdivision 4 of Section 2824 of the PAL, an Audit Committee is hereby formed, being comprised of Paul McPhillips for the purpose of recommending to the Board the hiring of a certified independent accounting firm, establishing the compensation to be paid to the accounting firm and providing direct oversight of the performance of the independent audit to be performed on or after fiscal year ending on December 31, 2007 by the accounting firm hired for such purposes. Section 6. Pursuant to subdivision 7 of Section 2824 of the PAL, a Governance Committee is hereby formed, being comprised of Daniel Hazewski for the purpose of keeping the Board informed of current best governance practices, to review corporate governance trends; to update the Agency's corporate governance principles; and to advise appointing the Agency on skills and experiences required of potential Board members. Section 7. Pursuant to subdivision 2(a) of Section 2800 of the PAL, the Board shall submit to the chief executive officer, the chief fiscal officer and the chairperson of the legislative body of the City, and the New York State Authority Budget Office within ninety (90) days after the end of the Agency s fiscal year (with the first report due by March 31, 2007 for fiscal year ending December 31, 2006), a complete and detailed report (the "Annual Report") that shall contain: (a) (b) (c) (d) the Agency's operations and accomplishments; the Agency's receipts and disbursements, or revenues and expenses, during such fiscal year in accordance with the categories or classifications established by the Agency for its own operating and capital outlay purposes; the Agency's assets and liabilities at the end of its fiscal year including the status of reserve, depreciation, special or other funds and including the receipts and payments of these funds; a schedule of the Agency's bonds and notes outstanding at the end of its fiscal year, together with a statement of the amounts redeemed and incurred during such fiscal year as part of a schedule of debt issuance that includes the date of issuance, 2

6 (e) (f) (g) (h) (i) term, amount, interest rate and means of repayment. Additionally, the debt schedule shall also include all refinancings, calls, refundings, defeasements and interest rate exchange or other such agreements, and for any debt issued during the reporting year, the schedule shall also include a detailed list of costs of issuance for such debt; a compensation schedule that shall include, by position, title and name of the person holding such position or title, the salary, compensation, allowance and/or benefits provided to any officer, director or employee in a decision making or managerial position of such authority whose salary is in excess of one hundred thousand dollars; the projects undertaken by such authority during the past year; a listing of (i) all real property of such authority having an estimated fair market value in excess of fifteen thousand dollars that the authority intends to dispose of; (ii) all such property held by the authority at the end of the period covered by the report; and (iii) all such property disposed of during such period. The report shall contain an estimate of fair market value for all such property held by the authority at the end of the period and the price received by the authority and the name of the purchaser for all such property sold by the authority during such period; the Agency's code of ethics; and an assessment of the effectiveness of its internal control structure and procedures. Once completed, and prior to submission, the chief executive officer and the chief fiscal officer of the Agency shall certify that the financial information contained in the Annual Report is accurate, correct and does not contain any untrue statements. The certification executed shall be in substantially the form attached hereto as Exhibit C. Section 8. Pursuant to subdivision 2 of Section 2801 of PAL, on or before November 1,2006, the Agency will submit to the Mayor, City Manager, City Controller and Common Council of the City of Glens Falls (the "City"), along with the New York State Authority Budget Office, the Agency's budget for fiscal year ending December 31, Section 9. For the Agency fiscal year ending December 31, 2007 and each year thereafter, the Agency will abide by the following rules relating to audit services: (a) (b) the certified independent public accounting firm performing the Agency's audit will be prohibited from providing audit services if the lead (or coordinating) audit partner responsible for reviewing the audit, has performed audit services for the Agency in each of the five previous fiscal years; the certified independent public accounting firm performing the audit shall be prohibited from performing any non-audit services to the Agency contemporaneously with the audit, unless receiving previous written approval by the audit committee including: (i) bookkeeping or other services related to the accounting records or financial statement" of the Agency, (ii) financial information systems design and implementation, (iii) appraisal or valuation services, fairness opinions, or contribution-in-kind reports, (iv) actuarial services, (v) internal audit outsourcing services, (vi) management functions or human 3

7 (c) services, (vii) broker or dealer, investment advisor, or investment banking services and (viii) legal services and expert services unrelated to the audit; and it shall be prohibited for any certified independent public accounting firm to perform for such Agency any audit service if the chief executive officer, comptroller, chief financial officer, chief accounting officer, or any other person serving in an equivalent position for the Agency, was employed by that certified independent public accounting firm and participated in any capacity in the audit bf the Agency during the one (1) year period preceding the date of the initiation of the audit. Section 10. The By-Law Amendments required by the PAL are designated as the underline portions of the By-Laws attached as Exhibit L. Section 11. The following policies and By-Law Amendments, as presented at this meeting, are hereby adopted, ratified and approved to the extent existing policies of the Agency are in conflict with these policies such existing policies are revoked. Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Exhibit L Section 12. The Certificate of Independence; Financial Disclosure Statements; Certification of the Chief Executive Office and Chief Fiscal Officer; The Compensation, Reimbursement and Attendance Policy; The Code of Ethics; The Whistleblower Policy; The Investment Policy; The Travel Policy; The Disposition of Property Guidelines; The Procurement Policy; The Defense and Indemnification Policy; and Amendments to the By-laws of the Agency. This resolution shall take effect immediately. 4

8 The question of the adoption of the foregoing Resolution was duly put to a vote on roll call, which resulted as follows: Yea Nea Absent Abstain Daniel Hazewski [ X ] [ ] [ ] [ ] Paul McPhillips [ 1 [ ] [ X ] [ ] Lois Robinson [ X ] [ ] [ ] [ ] Hon. Le Roy Akins, Jr. [ X ] [ ] [ ] [ ] The Resolution was thereupon duly adopted. 5

9 STATE OF NEW YORK ) COUNTY OF ) SS: I, the undersigned Secretary of the City of Glens Falls Industrial Development Agency, DO HEREBY CERTIFY: That I have compared the annexed extract of minutes of the meeting of the City of Glens Falls Industrial Development Agency (the "Agency"), including the resolution contained therein, held on July 13, 2006, with the original thereof on file in my office, and that the same is a true and correct copy of the proceedings of the Agency and of such resolution set forth therein and of the whole of said original insofar as the same related to the subject matters therein referred to. I FURTHER CERTIFY, that all members of said Agency had due notice of said meeting, that the meeting was in all respects duly held and that, pursuant to Article 7 of the Public Officers Law (Open Meetings Law), said meeting was open to the general public, and that public notice of the time and place of said meeting was duly given in accordance with such Article 7. I FURTHER CERTIFY, that there was a quorum of the members of the Agency present throughout said meeting. I FURTHER CERTIFY, that as of the date hereof, the attached resolution is in full force and effect fu1dhas not been amended, repealed or modified. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Agency this day of, [SEAL] Secretary 6

10 BY-LAWS of the CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY Pursuant to the authority contained in Section 858, Title 1 of Article 18-A of the General Municipal Law, as set out in Chapter 1030 of the Laws of 1969, and section 923-b of the General Municipal Law as set out in Chapter 555 of the Laws of 1976 of the State of New York, the City of Glens Falls Industrial Development Agency hereby approves the following by-laws for the regulation of its activities: ARTICLE I NAME, SEAL Section 1. NAME. The name of the Agency shall be the "City of Glens Falls Industrial Development Agency". Section 2. SEAL. The official seal of the Agency shall be in a design circular in form bearing the words and dates as follows: CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY, NEW YORK CORPORATE SEAL 1976 ARTICLE II MEMBERS AND OFFICERS Section 1. This Agency shall consist of not less than three nor more than seven members appointed by the City Council of the City of Glens Falls and who shall serve at the pleasure of the said City Council. Section 2. The officers of the Agency shall be a Chairman, Vice Chairman, Secretary, Treasurer, Chief Operating Officer and Chief Financial Officer, and such 1

11 other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided, all of whom shall be elected by the members of the Agency, except the original Chairman, who shall be appointed by the City Legislature. Such officers shall be elected at the annual meeting of the agency in each fiscal year, and shall serve until their successor has been elected and taken office. ARTICLE III POWER, AUTHORITY, DUTIES Section 1. The Agency and the officers and members thereof shall have such power, authority, and duties as are invested in and delegated to them by these Bylaws and by Title I and II of Article 18-A of the General Municipal Law of the State of New York, as amended. Section 2. Notwithstanding the provisions of Article III Section 1, at any time that any officer or member of this Agency has an "interest" in any "contract" of the Agency (as such quoted terms are defined in Article 18 of the General Municipal Law of the State of New York), that officer or member shall: (1) disclose the interest to the Agency in writing; and (2) shall have no power, authority or duty to discuss, vote or act upon any matter (including but not limited to the negotiation, preparation, authorization or approval of the contract; authorization or approval of payment under the contract; audit of bills or claims under the contract; or appointment of an officer or employee who has any of the aforesaid powers or duties) related to that contract. Such an officer or member shall have full legal power, authority and duty as set forth in Article III Section 1 in regard to any other matter not related to such contract. 2

12 ARTICLE IV DUTIES OF OFFICERS Section 1. CHAIRMAN. The Chairman shall preside at all meetings of the Agency. He shall sign and execute on behalf of the Agency all contracts, notes, bonds, trust indentures or other evidences of indebtedness when so authorized by the Agency, he shall provide orientation to newly appointed members, shall review and report on applications and shall perform such other duties as may be prescribed for him by law or by the Agency. The Chairman shall submit to the Agency such recommendations and information as he may consider proper concerning the business, affairs, and policies of the Agency. Section 2. VICE CHAIRMAN. The Vice Chairman, during the absence or disability of the Chairman, shall have all the powers and perform all the duties of the Chairman. The Vice Chairman shall also perform such duties as the Agency shall prescribe or designate. In case of the resignation or death of the Chairman, the Vice Chairman shall perform such duties as are imposed on the Chairman until such time as the Agency shall elect a new Chairman. Section 3. SECRETARY. The Secretary shall record all the votes and record the minutes of the Agency in a journal to be kept for that purpose; attend to the serving of notices of all meetings when required; shall keep in safe custody the seal of the Agency and shall have power to affix such seal to all papers or other documents as may be required; shall attend to such correspondence as may be assigned; shall perform all the duties as the Agency may designate. 3

13 Section 4. ASSISTANT SECRETARY. The Assistant Secretary shall perform the duties of the Secretary in the absence or incapacity of the secretary; and in case of the resignation or death of the Secretary, the Assistant Secretary shall perform such duties as are imposed on the Secretary until such time as the Agency shall appoint a new Secretary. Section 5. TREASURER. The Treasurer shall have the care and custody of all funds and securities of the Agency and shall deposit the same forthwith in the name of the City of Glens Falls Industrial Development Agency in such bank or banks in the State of New York as the Agency shall designate. The Treasurer shall have charge of the treasury and custody of receipts deposits and disbursements of all Agency moneys. He shall keep full and accurate and separate accounts of the various funds and moneys in his custody. The Treasurer shall (1) at a reasonable time exhibit his books and accounts to any member of the Agency upon application at the office of the Agency during business hours; (2) render brief quarterly financial reports on the balance of Agency accounts; and (3) render a full financial report at the annual meeting of the Agency if so requested. He shall have such other powers and duties as are conferred upon him by the Agency or by any special or general law. Section 6. ASSISTANT TREASURER. The Assistant Treasurer shall perform the duties of the Treasurer in the absence or incapacity of the Treasurer; and in case of resignation or death of the Treasurer, the Assistant Treasurer shall perform such duties as are imposed on the Treasurer until such time as the Agency shall elect a new Treasurer. 4

14 Section 7. ADDITIONAL DUTIES. The officers of the Agency shall perform such other duties and functions as may from time to time be required by the Agency, by the by-laws of the Agency, or by the rules and regulations of the Agency. Section 8. REMOVAL, RESIGNATION, SALARY, ETC. Any officer appointed by the Agency may be removed by the Agency with or without cause. In the event of the death, resignation or removal of an officer, the Agency in its discretion may elect a successor to fill the unexpired term at the next regular meeting of the Agency. All officers who are members of the Agency shall serve without compensation, except that upon a resolution of the Agency any officer(s) may be compensated for the necessary expenses (including travel expenses) incurred in the discharge of a particular duty(ies). Section 9. CHIEF OPERATING OFFICER. A Chief Operating Officer (CEO) must be appointed by the Agency who is responsible for the administration of its day to day affairs but may not be a member of the Agency Board. He may be the general manager of the Agency. He shall exercise supervision and control of all administrative functions of the Agency. He shall be responsible for the implementation of all resolutions, orders, programs, or projects of the Agency. He shall act for and in place of any absent officer or employee of the Agency, except the Chairman, Vice Chairman, Secretary or Treasurer of the Agency. He shall attend all meetings of the Agency with the right to take part in the discussion and to recommend such measures as he may deem necessary or expedient, and shall perform such other duties and have such other powers as may be prescribed for him by law or by the Agency. He shall have all necessary incidental powers to perform and exercise any of the duties and functions specified above or lawfully delegated to him. 5

15 Section 10. CHIEF FISCAL OFFICER. A Chief Fiscal Office (CFO) must be appointed by the Agency who is responsible for the fiscal affairs of the Agency. The CFO may not be a member of the Agency Board. He shall be responsible for the day to day management of all the financial affairs of the Agency. Section 11. ADDITIONAL PERSONNEL. The Agency may appoint such other officers and employees as the Agency may require for the performance of its duties, and fix and determine their qualifications, duties and compensation. The Agency may also appoint Legal Counsel, who may be Counsel of the City, fix his compensation for services, which, if permit ed by law, shall be payable to him in addition to his official compensation, and may retain and employ private consultants for professional and technical assistance and advice. ARTICLE V GENERAL PROVISIONS Section 1. FISCAL YEAR. The fiscal year of the Agency shall begin on the 1st day of January. Section 2. ANNUAL MEETING. The annual meeting of the Agency shall be held during the first quarter of the year at such time as the Agency shall determine, at the regular meeting place of the Agency or.at such location as the Agency shall determine. The annual meeting shall not be held on a Saturday, Sunday or legal holiday. Notice of the annual meeting shall be the same as for a special meeting. Section 3. REGULAR MEETINGS. Regular meetings of the Agency may be held without notice at such times and places as from time to time may be determined by 6

16 resolution of the Agency. Regular meetings may be adjourned to any other place at the will of a majority of the members of the Agency present and voting at such meeting. Section 4. SPECIAL MEETINGS. The Chairman of the Agency may, when he deems it desirable, and shall, upon the written request of a majority of the members of the Agency call a special meeting of the Agency for the purpose of transacting any business designated in the call. The call for a special meeting may be delivered to each member of the Agency or may be mailed to the business or home address of each. member of the Agency at least one week prior to the date of such special meeting, except under extraordinary circumstances as determined by the Chairman. A Waiver of Notice may be signed by any member failing to receive a proper notice either before or after the time of such meeting. At such special meeting, no business shall be of the Agency are present at a special meeting, with or without notice considered other than as designated in the call, but if all the members thereof, any and all business may be transacted at such special meeting. Section 5. QUORUM. At all meetings of the Agency, a majority of the members of the Agency then in office shall constitute a quorum and the vote of a majority of the members present and voting at a meeting of the Agency shall be deemed the act of the Agency. A majority of the members present whether or not a quorum is present may adjourn any meeting to another time and place. Section 6. ORDER OF BUSINESS. a) The order of business at regular meetings shall be: (a) Roll call. Determination of quorum. (b) Reading of minutes of preceding meeting. 7

17 (c) Approval of the minutes of previous meeting. (d) Reports of Committees. (e) Report of Administrative Director. (f) Communications. (g) Unfinished business. (h) New business. (i) Adjournment. b) The order of business at annual and special meetings shall be as set by the Chairman, or acting Chairman if the Chairman is not present at a meeting. Section 7. COMMITTEES. There shall be a Nominating Committee, an Audit Committee, a Governance Committee and such other Committees as the Agency shall appoint from time to time. The Chairman, Vice Chairman and members of all committees shall be appointed by the Chairman of the Agency who shall be an ex officio member of each committee. A quorum of any committee shall consist of a majority of members of that committee. The CEO shall attend all committee meetings, if requested, and make such reports and recommendations as he deems necessary and advisable. Section 8. EXECUTION OF INSTRUMENTS. All Agency instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or official or other person or persons as provided in these by-laws or as the Agency may from time to time designate. Section 9. WRITTEN CONSENT OF MEMBERS IN LIEU OF MEETING. Whenever the Agency is required hereunder or by law to take any action by vote, or 8

18 transact any business at a meeting thereof such vote or transaction of business may be taken without a meeting on written consent setting forth the action so taken, signed by all the members of the Agency. Such action taken by written consent shall have the same effect as a unanimous vote of the members. ARTICLE VI AMENDMENTS Section 1. AMENDMENTS TO BY-LAWS. The by-laws of the Agency shall be amended only with the approval of at least a majority of all 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 thereof has been previously given to all members of the Agency. 9

19 CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY CERTIFICATE OF INDEPENDENCE OF BOARD MEMBERS FOR MEMBERS APPOINTED ON OR AFTER JANUARY 13, 2006 Statutory Citation: Section 2825(2) of Public Authorities Law Provision: Section 2825(2) of the Public Authorities Law requires that "except for members who serve as members by virtue of holding a civil office of the state, the majority of the remaining members of the governing body of every state or local authority shall be independent members." This policy applies to the composition of the board following appointments made on or after January 15, The importance of establishing and preserving the independence of board members is to: (a) avoid conflicts of interest or the appearance of conflicts of interest in the actions and decisions of directors; (b) encourage directors to act in accordance with the mission and interests of the IDA; and (c) distinguish between the oversight function of board members and the management responsibilities of executive staff. A board member is considered to be independent if all of the following criteria are met: The board member is not currently an employee of the IDA in an executive position, nor was an employee of the IDA in an executive position in the past two years. The board member is not or has not been in the previous two years, employed by an entity that received a payment valued at more than fifteen thousand dollars for goods and services provided to the IDA, as well as any other form of financial assistance valued at more than fifteen thousand dollars from the IDA. The board member is not a relative of an executive officer or employee in an executive position of the IDA or an affiliate. The board member is not a lobbyist registered under a state or local law and paid by a client to influence the management decisions, contract awards, rate determinations or any other similar actions of the IDA or affiliate. In addition, an appointed director may be an employee of a county or local government and have some professional involvement with the IDA and still be independent. However, if a board member (1) is a member of a legislative body, or (2) is the chief executive officer, or (3) holds a policymaking position with a municipal government, that board member would not be independent if the IDA pays the municipal government $15,000 or more annually for goods and services that are provided to the IDA by the municipal government. As a best practice it is not recommended that a majority of appointed board members have a political or employment relationship to the government for whose purpose the IDA was created. Ex officio directors, by statute, are considered independent and may sit on the IDA's audit or governance committee, although, to the extent practicable, boards are encouraged to select appointed directors who meet the independence criteria to these committees.

20 Board members may consult with the individuals who appointed them without losing their independence provided the board member's decisions are made in the interests of the public and consistent with the mission of the IDA. It is not uncommon for IDA board members to have personal or professional relationships with vendors who may do business with it. In such cases, board members must disclose any relationship prior to the IDA considering doing business with the vendor and the board member should be recused from any board discussion or decision on such a transaction. Board members also should not discuss any qualities of the vendor with staff of the IDA. In all cases, board members are to: avoid situations that could compromise their independence; act with transparency; and exercise their fiduciary duties of loyalty and care. This will require that directors weigh the public's interests and that of their appointing authorities when taking on these duties and be sensitive to potential conflicts of interest or the appearance of a conflict. If the majority of directors appointed to this IDA do not meet this definition of independence, the official or officials having the authority to appoint or remove board members will take appropriate actions to address this issue. Directors appointed to this IDA shall executed the following: The undersigned, having been appointed to serve as a member of the City of Glens Falls Industrial Development Agency (the "Agency") on or after January 13, 2006, hereby certifies, pursuant to subdivision 2 of Section 2825 of the Public Authorities Law, as follows: He or she is not, and in the past two (2) years, has not been, employed by the Agency, or an affiliate in an executive capacity or been employed by an entity that received remuneration valued at more than $15,000 for goods and services provided to the Agency or received any other form of financial assistance valued at more than $15,000 from the Agency. He or she is not a relative of an executive officer or employee in an executive position of the Agency or an affiliate. He or she is not, and in the past two (2) years, has not been a lobbyist registered under a state or local law and paid by a client to influence the management decisions, contract awards, rate determinations or any other similar actions of the Agency or an affiliate. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of day of, 20. Name: First Approved and adopted on the 13 th day of July Amended the 20 th day of March 2014.

21 ANNUAL STATEMENT OF FINANCIAL DISCLOSURE FOR THE CITY OF GLENS FALLS City of Glens Falls, County of Warren, State of New York -- For calendar year Name 2. (a) Title of Position (b) Department, Agency or other Governmental Entity (c) Address of Present Office (d) Office Telephone Number 3. (a) Marital Status. If married, please give spouse's full name including maiden name where applicable.. (b) List the names of all unemancipated children. Answer each of the following questions completely, with respect to calendar year 20, unless another period or date is otherwise specified. If additional space is needed, attach additional pages. Whenever a "value" or "amount" is required to be reported herein, such value or amount shall be reported as being within one of the following Categories: Category A - under $5,000 Category B - $5,000 to under $20,000 Category C - $20,000 to under $60,000 Category D - $60,000 to under $100,000 Category E - $100,000 to under $250,000; Category F - $250,000 or over. A reporting individual shall indicate the Category by letter only. For the purposes of this statement, anywhere the term "local agency" shall appear such term shall mean a local agency, as defined in section eight hundred ten of the general municipal law, of the political subdivision for which this financial disclosure statement has been filed. 4. (a) List any office, trusteeship, directorship, partnership, or position of any nature including honorary positions, if known, and excluding membership positions, whether compensated or not, held by the reporting individual with any firm, corporation, association, partnership, or other organization other than the State of New York or the City of Glens Falls. If said entity was licensed by any state or local agency, was regulated by any state regulatory agency or local agency, or, as a regular and significant part of the business or activity of said entity, did business with, or had matters other than ministerial matters before, any state or local agency, list the name of any such agency.

22 NONE (b) List any office, trusteeship, directorship, partnership, or position of any nature including honorary positions, if known, and excluding membership positions, whether compensated or not, held by the spouse or unemancipated child of the reporting individual, with any firm, corporation, association, partnership, or other organization other than the State of New York. If said entity was licensed by any state or local agency, was regulated by any state regulatory agency or local agency, or, as a regular and significant part of the business or activity of said entity, did business with, or had matters other than ministerial matters before, any state or local agency, list the name of any such agency. NONE 5. (a) List the name, address and description of any occupation, employment, trade, business or profession engaged in by the reporting individual. If such activity was licensed by any state or local agency, was regulated by any state regulatory agency or local agency, or, as a regular and significant part of the business or activity of said entity, did business with, or had matters other than ministerial matters before, any state or local agency, list the name of any such agency. NONE

23 (b) If the spouse or unemancipated child of the reporting individual was engaged in any occupation, employment, trade, business or profession which activity was licensed by any state or local agency, was regulated by any state regulatory agency or local agency, or, as a regular and significant part of the business or activity of said entity, did business with, or had matters other than ministerial matters before, any state or local agency, list the name, address and description of such occupation, employment, trade, business or profession and the name of any such agency. NONE 6. List any interest, in excess of $1,000, excluding bonds and notes, held by the reporting individual, such individual's spouse or unemancipated child, or partnership of which any such person is a member, or corporation, ten per centum or more of the stock of which is owned or controlled by any such person, whether vested or contingent, in any contract made or executed by a state or local agency and include the name of the entity which holds such interest and the relationship of the reporting individual or such individual's spouse or such child to such entity and the interest in such contract. Do not list any interest in any such contract on which final payment has been made and all obligations under the contract except from guarantees and warranties have been performed, provided, however, that such an interest must be listed if there has been an ongoing dispute during the calendar year for which this statement is filed with respect to any such guarantees or warranties. Do not list any interest in a contract made or executed by a state agency after public notice and pursuant to a process for competitive bidding or a process for competitive requests for proposals. NONE

24 7. List any position the reporting individual held as an officer of any political party or political organization, as a member of any political party committee, or as a political party district leader. The term "party" shall have the same meaning as "party" in the Election Law. The term "political organization" means any party or independent body as defined in the Election Law or any organization that is affiliated with or a subsidiary of a party or independent body. NONE 8. (a) If the reporting individual practices law, is licensed by the Department of State as a real estate broker or agent or practices a profession licensed by the Department of Education, give a general description of the principal subject areas of matters undertaken by such individual. Additionally, if such an individual practices with a firm or corporation and is a partner or shareholder of the firm or corporation, give a general description of principal subject areas of matters undertaken by such firm or corporation. Do not list the name of the individual clients, customers or patients. NONE (b) List the name, principal address and general description or the nature of the business activity of any entity in which the reporting individual or such individual's spouse had an investment in excess of $1,000 excluding investments in securities and interests in real property. NONE

25 9. List each source of gifts, excluding campaign contributions, in excess of $1,000, received during the reporting period for which this statement is filed by the reporting individual or such individual's spouse or unemancipated child from the same donor, excluding gifts from a relative. Include the name and address of the donor. The term "gifts" does not include reimbursements, which term is defined in item 10. Indicate the value and nature of each such gift. NONE 10. Identify and briefly describe the source of any reimbursements for expenditures, excluding campaign expenditures and expenditures in connection with official duties reimbursed by the political subdivision for which this statement has been filed, in excess of $1,000 from each such source. For purposes of this item, the term "reimbursements" shall mean any travelrelated expenses provided by nongovernmental sources and for activities related to the reporting individual's official duties such as, speaking engagements, conferences, or fact finding events. The term "reimbursements" does not include gifts reported under item 9. NONE 11. List the identity and value, if reasonably ascertainable, of each interest in a trust, estate or other beneficial interest, including retirement plans other than retirement plans of the State of New York and deferred compensation plans established in accordance with the Internal Revenue Code, in which the reporting individual held a beneficial interest in excess of $1,000 at any time during the preceding year. Do NOT report interests in a trust, estate or other beneficial interest established by or for, or the estate of, a relative. NONE **The value of such interest shall be reported only if reasonably ascertainable.

26 12. (a) Describe the terms of, and the parties to, any contract, promise, or other agreement between the reporting individual and any person, firm, or corporation with respect to the employment of such individual after leaving office or position (other than a leave of absence). NONE (b) Describe the parties to and the terms of any agreement providing for continuation of payments or benefits to the reporting individual in excess of $1,000 from a prior employer other than the City of Glens Falls. (This includes interests in or contributions to a pension fund, profit-sharing plan, or life or health insurance; buy-out agreements; severance payments; etc.) NONE 13. List below the nature and amount of any income in excess of $1,000 from each source for the reporting individual and such individual's spouse for the taxable year last occurring prior to the date of filing. Nature of income includes, but is not limited to, salary for government employment, income from other compensated employment whether public or private, directorships and other fiduciary positions, contractual arrangements, teaching income, partnerships, honorariums, lecture fees, consultant fees, bank and bond interest, dividends, income derived from a trust, real estate rents, and recognized gains from the sale or exchange of real or other property. Income from a business or profession and real estate rents shall be reported with the source identified by the building address in the case of real estate rents and otherwise by the name of the entity and not by the name of the individual customers, clients or tenants, with the aggregate net income before taxes for each building address or entity. The receipt of maintenance received in connection with a matrimonial action, alimony and child support payments shall not be listed. NONE

27 14. List the sources of any deferred income in excess of $1,000 from each source to be paid to the reporting individual following the close of the calendar year for which this disclosure statement is filed, other than deferred compensation reported in item 11 hereinabove. Deferred income derived from the practice of a profession shall be listed in the aggregate and shall identify as the source, the name of the firm, corporation, partnership or association through which the income was derived, but shall not identify individual clients. NONE 15. List each assignment of income in excess of $1000, and each transfer other than to a relative during the reporting period for which this statement is filed for less than fair consideration of an interest in a trust, estate or other beneficial interest, securities or real property, by the reporting individual, in excess of $1000, which would otherwise be required to be reported herein and is not or has not been so reported. NONE 16. List below the type and market value of securities held by the reporting individual or such individual's spouse from each issuing entity in excess of $1,000 at the close of the taxable year last occurring prior to the date of filing, including the name of the issuing entity exclusive of securities held by the reporting individual issued by a professional corporation. Whenever an interest in securities exists through a beneficial interest in a trust, the securities held in such trust shall be listed only if the reporting individual has knowledge thereof except where the reporting individual or the reporting individual's spouse has transferred assets to such trust for his or her benefit in which event such securities shall be listed unless they are not ascertainable by the reporting individual because the trustee is under an obligation or has been instructed in writing not to disclose the contents of the trust to the reporting individual. Securities of which the reporting individual or the reporting individual's spouse is the owner of record but in which such individual or the reporting individual's spouse has no beneficial interest shall not be listed. Indicate percentage of ownership if the reporting person or the reporting person's spouse holds more than five percent (5%) of the stock of a corporation in which the stock is publicly traded or more than ten percent (10%) of the stock of a corporation in which the stock is not publicly traded. Also list securities owned for investment purposes by a corporation more than fifty percent (50%) of the stock of which is owned or controlled by the reporting individual or such

28 individual's spouse. For the purpose of this item the term "securities" shall mean bonds, mortgages, notes, obligations, warrants and stocks of any class, investment interests in limited or general partnerships and certificates of deposits and such other evidences of indebtedness and certificates of interest as are usually referred to as securities. The market value for such securities shall be reported only if reasonably ascertainable and shall not be reported if the security is an interest in a general partnership that was listed in item 8 (a) or if the security is corporate stock, not publicly traded, in a trade or business of a reporting individual or a reporting individual's spouse. NONE 17. List below the location, size, general nature, acquisition date, market value and percentage of ownership of any real property in which any vested or contingent interest in excess of $1,000 is held by the reporting individual or the reporting individual's spouse. Also list real property owned for investment purposes by a corporation more than fifty percent of the stock of which is owned or controlled by the reporting individual or such individual's spouse. Do not list any real property which is the primary or secondary personal residence of the reporting individual or the reporting individual's spouse, except where there is a co-owner who is other than a relative. NONE 18. List below all notes and accounts receivable, other than from goods or services sold, held by the reporting individual at the close of the taxable year last occurring prior to the date of filing and other debts owed to such individual at the close of the taxable year last occurring prior to the date of filing, in excess of $1,000, including the name of the debtor, type of obligation, date due and the nature of the collateral securing payment of each, if any, excluding securities reported in item 16 hereinabove. Debts, notes and accounts receivable owed to the individual by a relative shall not be reported. NONE

29 19. List below all liabilities of the reporting individual and such individual's spouse, in excess of $5,000 as of the date of filing of this statement, other than liabilities to a relative. Do not list liabilities incurred by, or guarantees made by, the reporting individual or such individual's spouse or by any proprietorship, partnership or corporation in which the reporting individual or such individual's spouse has an interest, when incurred or made in the ordinary course of the trade, business or professional practice of the reporting individual or such individual's spouse. Include the name of the creditor and any collateral pledged by such individual to secure payment of any such liability. A reporting individual shall not list any obligation to pay maintenance in connection with a matrimonial action, alimony or child support payments. Revolving charge account information shall only be set forth if liability thereon is in excess of $5,000 at the time of filing. Any loan issued in the ordinary course of business by a financial institution to finance educational costs, the cost of home purchase or improvements for a primary or secondary residence, or purchase of a personally owned motor vehicle, household furniture or appliances shall be excluded. If any such reportable liability has been guaranteed by any third person, list the liability and name the guarantor. NONE The requirements of law relating to the reporting of financial interests are in the public interest and no adverse inference of unethical or illegal conduct or behavior will be drawn merely from compliance with these requirements. The undersigned hereby certifies that the information provided herein is accurate, correct and does not contain any untrue statements of material fact, nor does it omit any material fact, which, if omitted, would cause the financial statements contained herein to be misleading in light of the circumstances under which such statements are made. (Signature of Reporting Individual) Date (month/day/year)

30 CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FISCAL OFFICER OF THE CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY The undersigned, being the duly appointed chief executive officer and chief fiscal officer of the City of Glens Falls Industrial Development Agency (the "Agency"), hereby certify, pursuant to subdivision 3 of Section 2800 of the Public Authorities Law, as follows: The financial information provided within the Annual Report of the Agency, dated as of, 20, is accurate, correct, and does not contain any untrue statement of material fact. The Annual Report does not omit any material fact which, if omitted, would cause the report to be misleading in light of the circumstances under which the report and any such statements made therein are made. The Annual Report fairly presents in all material respects the financial condition and results of operations of the Corporation as of, and for, the periods presents in said report. The Annual Report is hereby approved. IN WITNESS WHEREOF, the undersigned chief executive officer and chief fiscal officer have executed this Certificate as of the day of, 20. Name: Title: Chief Executive Officer Name: Title: Chief Financial Officer

31 CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY COMPENSATION, REIMBURSEMENT AND ATTENDANCE POLICY Pursuant to and in accordance with Sections 856 and 9l9-a of the General Municipal Law of the State of New York; the members of the board (the "Board") of the City of Glens Falls Industrial Development Agency (the "Agency") shall serve without salary at the pleasure of the Common Council of the City of Glens Falls, New York (the "City") but may be reimbursed for reasonable expenses incurred in the performance of Agency duties at the approval of the Board. The officers, employees and agents of the Agency shall serve at the pleasure of the Agency at such compensation levels as may be approved by the Board from time to time and may be reimbursed for reasonable expenses incurred in the performance of Agency duties at the approval of the Board. The members of the Board and officers of the Agency shall be available as required to perform the operations of the Agency and as set forth within the By-Laws of the Agency, as may be amended, restated or revised by the Board from time to time. Said members and officers of the Agency shall put forth their best efforts to perform their respective duties as outlined in the By-Laws of the Agency and any other directives of the Board relating to same. Approved and adopted this 13 th day of July 2006.

32 CODE OF ETHICS OF THE CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY The members of the board (the "Board") of the City of Glens Falls Industrial Development Agency (the "Agency"), a duly established public benefit corporation of the State of New York (the "State"), along with the officers and staff of the Agency, shall comply with and adhere to the provisions of Article 18 of the General Municipal Law of the State. Further, no director, officer, or employee of the Agency shall (1) accept other employment which will impair his or her independence of judgment in the exercise of his or her official duties; (2) accept employment or engage in any business or professional activity which will require him or her to disclose confidential information which he or she has gained by reason of his or her official position of authority; (3) disclose confidential information acquired by him or her in the course of his or her official duties nor use such information to further his or her personal interests; (4) use or attempt to use his or her official position to secure unwarranted privileges or exemptions for himself, herself or others; (5) engage in any transaction as a representative or agent of Agency with any business entity in which he or she has a direct or indirect financial interest that might reasonably tend to conflict with proper discharge of his or her official duties; (6) not, by his or her conduct, give reasonable basis for the impression that any person can improperly influence him or her or unduly enjoy his or her favor in the performance of his or her official duties, or that he or she is affected by the kinship, rank, position or influence of any party or person; (7) abstain from making personal investments in enterprises which he or she has reason to believe may be directly involved in decisions to be made by him or her or which will otherwise create substantial conflict between his or her duty in the public interest and his or her private interest; and (8) endeavor to pursue a course of conduct which will not raise suspicion among the public that he or she is likely to be engaged in acts that are in violation of his or her trust. Approved and adopted this 13 th day of July 2006.

33 CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY WHISTLEBLOWER POLICY Every member of the board (the "Board") of the City of Glens Falls Industrial Development Agency (the "Agency") and all officers and employees thereof, in the performance of their duties shall conduct themselves with honesty and integrity and observe the highest standards of business and personal ethics as set forth in the Code of Ethics of the Agency (the "Code"). Each member, officer or employee is responsible to report any violation of the Code (whether suspected or known) to the Agency's Executive Director. Reports of violations will be kept confidential to the extent possible. No individual, regardless of their position with the Agency, will be subject to any retaliation for making a good faith claim and, any employee who chooses to retaliate against someone who has reported a violation, shall be subject to disciplinary action that may include termination of employment. Regardless, any claim of retaliation will be taken and treated seriously and irrespective of the outcome of the initial compliant, will be treated as a separate offense. The Executive Director is responsible for immediately forwarding any claim to the Agency's counsel who shall investigate and handle the claim in a timely manner. Approved and adopted this 13 th day of July 2006.

34 CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY INVESTMENT POLICY I. INVESTMENT AND DEPOSIT POLICY A. Introduction 1. Scope - This investment and deposit policy applies to all monies and other financial resources available for investment and deposit on its own behalf or on behalf of any other entity or individual.. 2. Objectives - The primary objectives of the local government s investment activities are, in priority order: a. to conform with all applicable federal, state and other legal requirements (legal); b. to adequately safeguard principal (safety); c. to provide sufficient liquidity to meet all operating requirements (liquidity); and d. to obtain a reasonable rate of return (yield). 3. Prudence - All participants in the investment process and all participants responsible for depositing the Agency's funds shall seek to act responsibly as custodians of the public trust and shall avoid any transaction that might impair confidence in the Agency to govern effectively. Investments and deposits shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the safety of the principal as well as the probable income to be derived. All participants involved in the investment process and. all participants responsible for depositing the Agency's funds shall refrain from personal business activity that could conflict with proper execution of the investment program or the deposit of the Agency's funds or which could impair their ability to make impartial investment decisions. 4. Diversification - It is the policy of the Agency to diversify its deposits and investments by financial institution, by investment instrument, and by maturity scheduling. 5. Internal Controls a. All money's collected by an officer or employee of the Agency shall be immediately deposited in such depositories and designated by the Agency for the receipt of such funds.

35 b. The Agency shall maintain or cause to be maintained a proper record of all book, notes, securities or other evidences of indebtedness held by the Agency for investment and deposit purposes. c. The Agency is responsible for establishing and maintaining an internal control structure to provide reasonable, but not absolute, assurance that deposits and investments are safeguarded against loss from unauthorized use or disposition, that transactions are executed in accordance with management's authorization and recorded properly, and are managed in compliance with applicable laws and regulations. 6. Designation of Depositories In accordance with the IDA Act, the Agency shall designate as depositories of its money those banks and trust companies authorized to serve as such pursuant to said law. B. Investment Policy 1. Permitted Investments Pursuant to GML Section 11, the Agency is authorized to invest moneys not required for immediate expenditure for terms not to exceed its projected cash flow needs in the following types of investments: a. Special time deposit accounts;* b. Certificates of deposit;* c. Obligations of the United States of America; * * d. Obligations guaranteed by agencies of the United States of America where payment of principal and interest are guaranteed by the United States of America;** e. Obligations of the State of New York;* * Special time deposit accounts and certificates of deposit are permitted investments provided that (1) they shall be payable within such time as the proceeds shall be needed to meet expenditures for which the moneys were obtained and (2) they are collateralized in the same manner as set forth in Section VII (C) below for deposits of public funds.. ** All investment obligations shall be payable or redeemable at the option of the Agency within such times as the proceeds will be needed to meet expenditures for

36 purposes for which the moneys were provided and, in the case of obligations purchased with the proceeds of bonds or notes, shall be payable or redeemable at the option of the Agency within two years of the date of purchase.. 2. Authorized Financial Institutions and Dealers The Agency shall maintain a list of financial institutions and dealers, approved for investment purposes and establish appropriate limits to the amount of investments which can be made with each financial institution or dealer. All financial institutions with which the local government conducts business must be credit worthy. Banks shall provide their most recent Consolidated Report of Condition (Call Report) at the request of the Agency. Security dealers not affiliated with a bank shall be required to be classified as reporting dealers affiliated with the New York Federal Reserve Bank; as primary dealers. The Executive Director or Chairman is responsible for evaluating the financial position and maintaining a listing of proposed depositaries, trading partners and custodians. Such listing shall be evaluated at least annually.. 3. Purchase of Investments The Agency may contract for the purchase of investments: a. Directly, including through a repurchase agreement, from an authorized trading partner. b. By participation in a cooperative investment program with another authorized governmental entity pursuant to Article 5G of the GML where such program meets all the requirements set forth in the Office of the State Comptroller Opinion No , and the specific program has been authorized by the governing board. c. By utilizing an ongoing investment program with an authorized trading partner pursuant to a contract authorized by the governing board. All purchased obligations, unless registered or inscribed in the name of the local, government shall be purchased through, delivered to and held in the custody of a bank or trust company. Such obligations shall be purchased, sold or presented for redemption or payment by such bank or trust company only in accordance with prior written authorization from the officer authorized to make the investment. All such transactions shall be confirmed in writing to the Agency by the bank or trust company shall be held pursuant to a written custodial agreement as described, in GML Section 10. The custodial agreement shall provide that securities held by the bank or trust company as agent of and custodian for the local government, will be kept separate and apart from the general assets of the custodial bank or trust company and will not, in any circumstance, be commingled with or become part of the backing for any other deposit or other liabilities. The agreement shall describe how the custodian shall confirm the receipt

37 and release of the securities. Such agreement shall include all provisions necessary to provide the Agency a perfected interest in the securities. 4. Repurchase Agreements Repurchase agreements are authorized subject to the following restrictions: a. All repurchase agreements must be entered into subject to a Master Repurchase Agreement. b. Trading partners are limited to banks or trust companies authorized to do business in New York State and primary reporting dealers. c. Obligations shall be limited to obligations of the United States of America and obligations guaranteed by agencies of the United States of America. C. Deposit Policy d. No substitution of securities will be allowed. e. The custodian shall be a party other than the trading partner. 1. Collateralization of Deposits In accordance with the provisions of GML 10, all deposits of the Agency, including certificates of deposit and special time deposits, in excess of the amount insured under the provisions of the Federal Deposit Insurance Act shall be secured: a. By pledge of "eligible securities" with an aggregate "market value" as provided by GML Section 10, equal to the aggregate amount of deposits from the categories designated in Exhibit A attached hereto. b. By an eligible "irrevocable letter of credit" issued by a qualified bank other than the bank with the deposits in favor of the government for a term not to exceed 90 days with an aggregate value equal to 140% of the aggregate amount of deposits and the agreed upon interest, if any. A qualified bank is one whose commercial paper and other unsecured short-term debt obligations are rated in one of the three highest rating categories by at least on nationally recognized statistical rating organization or by a bank that is in compliance with applicable federal minimum risk-based capital requirements. c. By an eligible surety bond payable to the government for an amount at least equal to 100% of the aggregate amount of deposits and the agreed upon interest, if any, executed by an insurance company authorized to do business in New York State whose claims-paying ability is rated in the highest rating category by at least two nationally recognized statistical rating organizations. The

38 terms and conditions of any eligible surety shall be approved by the governing board. 2. Safekeeping and Collateralization Eligible securities used for collateralizing deposits shall be held by the depository bank or trust company subject to security and custodial agreements. The security agreement shall provide that eligible securities are being pledged to secure local government deposits together with agreed upon interest, if any and any costs or expenses arising out of the collection of such deposits upon default. It shall also provide the conditions under which the securities may be sold, presented for payment, substituted or released and the events, which will enable the local government to exercise its rights against the pledged securities. In the event that the securities are not registered or inscribed in the name of the local government, such securities shall be delivered in a form suitable for transfer or with an assignment in blank to the Agency or its custodial bank. The custodial agreement shall provide that securities held by the bank or trust company, or agent of and custodian for, the local government, will be kept separate and apart form the general assets of the custodial bank or trust company and will not, in any circumstances, be commingled with or become part of backing for any other deposit or other liabilities. The agreement should also describe that the custodian shall confirm the receipt, substitution or release of the securities. The agreement shall provide for the frequency of revaluation of eligible securities and for the substitution of securities when a change in the rating of a security may cause ineligibility. Such agreement shall include all provisions necessary to provide the Agency a perfected interest in the securities. Approved and adopted this 13 th day of July 2006.

39 EXHIBIT A SCHEDULE OF ELIGIBLE SECURITIES (1) Obligations issued, or fully insured or guaranteed as to the payment of principal and interest by the United States of America, an. agency thereof or a United States government sponsored corporation. (2) Obligations issued or fully guaranteed by the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank and the African Development Bank. (3) Obligations partially insured or guaranteed by any agency of the United States of America, at a proportion of the Market Value of the obligation that represents the amount of the insurance or guaranty. (4) Obligations issued or fully insured or guaranteed by the State of New York, obligations issued by a municipal corporation, school district or district corporation or such State or obligations of any public benefit corporation which under a specific State, statute may be accepted as security for deposit of public moneys. (5) Obligations issued by states (other than the State of New York) of the United States rated in one of the three highest rating categories by at least one nationally recognized statistical rating organization. (6) Obligations of Puerto Rico rated in one of the three highest rating categories by at least one nationally recognized statistical rating organization. (7) Obligations of countries, cities and other governmental entities of a state other than the State of New York having the power to levy taxes that are backed by the full faith and credit of such governmental entity and rated in one of the three highest categories by at least one nationally recognized statistical rating organization. (8) Obligations of domestic corporations rated one of the two highest rating categories by at least one nationally recognized statistical rating organization. (9) Any mortgage related securities, as defined in the Securities Exchange Act of 1934, as amended, which may be purchased by banks under the limitations established by bank regulatory agencies. (10) Commercial paper and bankers acceptances issued by a bank, other than the Bank rated in the highest short term category by at least one nationally recognized statistical rating organization and having maturities of not longer than 60 days from the date they are pledged. (11) Zero Coupon obligations of the United States government marketed as "Treasury strips".

40 CITY OF GLENS FALLS INDUSTRIAL DEVELOPMENT AGENCY TRAVEL POLICY Section 1. APPILICABILITY This policy shall apply to every member of the board (the "Board") of the City of Glens Falls Industrial Development Agency (the "Agency") and all officers and employees thereof. Section 2. APPROVAL OF TRAVEL All official travel for which a reimbursement will be sought must be approved by the Executive Director prior to such travel. Provided, however, in the instance where the Executive Director will seek reimbursement for official travel, such travel must be pre-authorized by the Chairman of the Agency. Section 3. PAYMENT OF TRAVEL The Agency will reimburse all reasonable expenses related to meals, travel and lodging that were incurred by any director, officer or employee as a result of the performance of their official duties. All official travel shall be properly authorized, reported and reimbursed. Under no circumstances shall expenses for personal travel be charged to, or temporarily funded by the Agency. It is the traveler's responsibility to report his or her travel expenses in a responsible and ethical manner, in accordance with this policy. Section 4. TRAVEL EXPENSES Travelers may use their private vehicle for business purposes if it is less expensive than renting a car, taking a taxi, or using alternative transportation, or if it saves time. The traveler will be reimbursed at a standard mileage reimbursement rate. Meals will be reimbursed at actual expense or a per diem rate, whichever is less. Lodging will be reimbursed at actual expense up to certain daily rate caps established for various locations. The applicability of such caps shall be determined on a case by case basis taking into consideration availability of lodging and other extenuating circumstances. Reimbursement for miscellaneous expenses shall be determined on a case by case basis. Mileage rates, per diem allowances and lodging caps will be established and from time to time amended by the Treasurer. All determinations made pursuant to this section shall be made by the Treasurer. In the instance where such determinations regard the travel of the Treasurer, the President shall make such determinations. Approved and adopted this 13 th day of July 2006.

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