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HomeMy Public PortalAbout2021.02.16 RTB Packet REGULAR TOWN BOARD MEETING FEBRUARY 16, 2021 7:00 PM AGENDA 02-16-2021 2:47PM PLEDGE OF ALLEGIANCE ROLL CALL SUPERVISOR’S REMARKS & ANNOUNCEMENTS PUBLIC INPUT FINANCIAL REPORT APPROVAL OF MINUTES January 4, 2021 Organization Meeting January 12, 2021 Workshop Meeting January 19, 2021 Regular Town Board Meeting PUBLIC HEARING 2PH2021-1 On the Matter of Providing Opportunity for Public Comment on 7:35 PM Irondequoit’s Community Development Block Grant (CDBG) Program 2PH2021-1A Resolution Acknowledging that the Town Board Conducted a Public Hearing to Encourage Public Comment on Irondequoit’s Community Development Block Grant Program (CDBG) 2PH2021-2 On the Matter of Consolidated Sewer District Extension to 688 Seneca Road 7:36 PM 2PH2021-2A Resolution Extending the Consolidated Sewer District to 688 Seneca Road 2PH2021-3 On the Matter of Approving a Special Use Permit for 1825 E. Ridge Road 7:37 PM in a M-Manufacturing District 2PH2021-3A Resolution Approving a Special Use Permit for 1825 E. Ridge Road in a M-Manufacturing District ITEMS FOR BOARD ACTION Appointments 2A2021-4 Resolution Approving the Hiring of a Provisional Director of Information Services 2A2021-5 Resolution Authorizing the Appointment of a Provisional Code Compliance Inspector 2A2021-6 Resolution Authorizing the Hiring of a Provisional Communications Assistant Police 2A2021-7 Resolution Authorizing Attendance to New York State Child Passenger Safety Technical Conference for Officer Jonathan Lawton 2A2021-8 Resolution Authorizing Attendance to State of New York Police Juvenile Officers Association Conference for Investigator Soprano 2A2021-9 Resolution Abolishment and Establishment of Traffic Control Devices 2A2021-10 Resolution Authorizing Education Expenses for Sgt. Murphy Public Works 2A2021-11 Resolution Authorizing the Purchase with Trade-in of One (1) New Scan Tool to be Used by the Department of Public Works 2A2021-12 Resolution Authorizing the Supervisor to Enter into an Intermunicipal Agreement with East Irondequoit Central School District 2A2021-13 Resolution Authorizing the Supervisor to Enter into an Intermunicipal Agreement with Point Pleasant Fire District 2A2021-14 Resolution Renewing Refuse Services for Various Town of Irondequoit Facilities 2A2021-15 Resolution to Declare Certain Equipment as Surplus Property Supervisor 2A2021-16 Resolution Calling for a Public Hearing to Allow for Comments to Draft Police Reform and Reinvention Plan 2A2021-17 Resolution Accepting a Proposal for an Analysis of Emergency Medical Service in the Town of Irondequoit 2A2021-18 Resolution Authorizing Final Payment for Participation in the XLR8 Leadership Training Program 2A2021-19 Resolution Authorizing Amendments to Community Choice Aggregation Agreement and Electricity Supply Agreement 2A2021-20 Resolution Authorizing the Transfer of General Fund Balance for the Purpose of Soil Testing at the Town Hall Campus NEXT WORKSHOP MEETING--TUESDAY, MARCH 9, 2021 @ 4:00 PM NEXT REGULAR TOWN BOARD MEETING--TUESDAY, MARCH 16, 2021 @ 7:00 PM Town of Irondequoit Financial Report EXPENSES Fund 001 General (includes cemetery) percent of amended budget 005 Library percent of amended budget 021 Highway # 1, Road Impvts. percent of amended budget 023 Highway # 3, Equipment Maint percent of amended budget 024 Highway # 4, ROW / Winter percent of amended budget 031 Consolidated San. Sewer Dist. percent of amended budget 038 Stormwater Drainage Dist. percent of amended budget 039 Rock Beach San. Sewer Dist percent of amended budget 040 Orland Road San. Sewer Dist percent of amended budget 051 Sea Breeze Water District percent of amended budget 071 - 098 Lighting Districts percent of amended budget TOTAL Percent of Amended Budget Spent Percent of Amended Budget Encumbered Total Percent Spent & Encumbered Tax Levy Sensitive Original Amended Cumulative, Year to Month End Budget Budget Expended Encumb'd _ciI,] ,1'dpg 21,718,772 22,306,934 20,530,785 589,883 92.0% 2 6% 2,704,039 2,711,153 2,518,450 1,031 _ 92.9% 0.0% 3,232,915 ,253,640 2,913,476 163,082 _ 177,081 89.5%1 ' ,4 5.0% i) 5.4% 1,124,154 1,124,154 986,315 K 75,050 V,1; 62,790 5,G.151,p,c1-111 4,875,86,3 87.7% s"j' 6.7% r 1" 5.6% 1,077,653 1,079,153 . 976,072 90.4% 822 ---e 102,259 0 1% 9.5% 4,132,254 4,193,115 4,013,856 79,350 99,909 95_7% 1 9% 2 4% 839,493 1,248,556 1,217,480 14,343 16,733 97.5% 1 1% 1 3% 9,094 9,094 9,094 0 100.0% 0 0% 0.0% 15,985 15,985 15,985 0 0 100.0% 0.0% 0.0% 1,074,113 1,074,113 995,106 0 79,007 92 6% 0 0% 7.4% 162,250 162,250 139,995 28,928 -6,673 86.3% 17.8% -4.1% 36,090,722 37,178,147 34,316,614 952,489 1,909,045 Month Ending 12/31/20 TENTATIVE BEFORE CLOSING 2020 (AS OF 1/31/21) Percent Percent of of Budget Available Year Spent & Balance Elapsed Enc'brd 1,186,267 100.0% 94.7% 5.3% 191,672 7.1% ?ri 156 tlN 92 3% 2.6% 29,857,533 30,475,034 27,925,098 829,868 100 0% 92.9% 100 0% 94.6% 100.0% 94.4% 100.0% 90.5% 100.0% 97 6% 100.0% 98 7% 0 100.0% 100 0% 100 0% 100 0% 100.0% 92.6% 100 0% 104.1% 100.0% 94.9% Total Spent + Encumbered REVENUES Fund 001 General: Real Estate Tax Payment In Lieu of Tax Sales Tax Mortgage Tax Per Capita State Aid Interest Earnings Franchise Cable TV Recreation Program Fees (001-1001) (001-1081) (001-1120) (001-3005) (001-3001) (001-2401) (001-1170) (001-2001) Cemetery Revenues (001-2190/2665) Fines & Bail Forfeitures (001-2610) Other Sources of Revenue Appropriated Fund Balance Total, Revenue & Fund Balance 28.754,966 91.6% 2 7% Cumulative Original Amended Receipts Balance Budget Budget Through to be This Month Received 11,185, 756 11,185, 756 11,185, 756 0 257,779 257,779 260,665 -2,886 5,180,640 5,180,640 4,471,340 709,300 815,000 815,000 845,603 -30,603 613,283 613,283 0 613,283 25,000 25,000 33,416 -8,416 750,000 750,000 683,732 66,268 330,000 330,000 176,834 153,166 133,000 133,000 159,995 -26,995 247,500 247,500 142,232 105,268 1,990,814 2,015,814 3,992,885 -1,977,071 190,000 190,000 190,000 0 21,718,772 21,743,772 22,142,457 -398,685 1,720,068 5 6% Percent of Real Estate Tax 63.9% 94.9% 100.0% 94.4% 94.4% Percent of Year Elapsed Percent of Revenue Received 100.0% 101 1% 86 3% 103 8% 0.0% 133 7% 91.2% 53.6% 120.3% 57 5% 198.1% 100.0% 101 8% q 5 i"l°It 2020 Printed on 2/3/2021 Page 1 Total Revenue 040 Orland Road San, Sewer District District Capital Charges Other Sources of Revenue Total Revenue 051 Sea Breeze Water District District Real Estate Tax Other Sources of Revenue Appropriated Fund Balance Total, Revenue & Fund Balance 071 - 098 Lighting Districts District Real Estate Tax Other Sources of Revenue Appropriated Fund Balance Total, Revenue & Fund Balance Town of Irondequoit Fund Financial Report Month Ending 12/31/20 TENTATIVE BEFORE CLOSING 2020 (AS OF 1/31/21) Cumulative Percent Percent Percent Original Amended Receipts Balance of of of Budget Budget as of to be Real Estate Year Revenue This Month Received Tax Elapsed Received 005 Library Real Estate Tax 2,507,625 2,507,625 2,507,625 0 Other Sources of Revenue 196,414 196,414 147,990 48,424 Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 2,704,039 2,704,039 2,655,615 48,4.24 021, 023, 024 Highway Funds Real Estate Tax 3,812,038 3,812,038 3,812,038 0 All Other Sources 1,622, 684 1,622,684 1,452,483 170,201 Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 5,434,722 5,434,722 5,264,521 170,201 031 Consolidated San Sewer District Sewer Service Charges 4,012,722 4,012,722 4,012,722 0 Other Sources of Revenue 119,532 119,532 145,641 -26,109 Appropriated Fund Balance 0 0 0 0 Tatar, Revenue & Fund Balance 4,132,254 4,132,254 4,158,363 -26,109 038 Stormwater Drainage District District Service Charges 836,493 836,493 836,493 0 Other Sources of Revenue 3,000 3,000 12,586 -9,586 Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 839,493 _839,493 849,079 -9,586 039 Rock Beach San. Sewer District District Capital Charges 9,094 9,094 9,094 0 100 0% Other Sources of Revenue 0 0 6 -6 #DIV/0! 9,094 9,094 9,100 -6 100 0% 100.1% 14 3% 100.0% 75.3% 100 0% 98.2% 21 8% 100.0% 89.5% 100 0% 96.9% 100.0% 121.8% 100 0% 100 6% 100-0% 419 5% 100 0% 101 1% 15,985 15,985 15,985 0 100.0% 0 0 32 -32 #DIV/0! 15,985 15,985 16,017 -32 100.0% 100 2% 0 0 0 0 #DIV/0! 1,074,113 1,074,113 1,186,485.66 -112,373 1105% 0 0 0 0 1.074,113 1,074,113 1,186.486 -112,373 1000% 110.5% 162,250 162,250 162,250 0 100.0% 0 0 317 -317 0 0 0 0 162,250 162,250 162,567 -317 100-0% 100.2% Summary of Revenues and Appropriated Fund Balances Real Tax 17,505,419 17,505,419 17,505,419 0 100 0% 100.0% 162,250 162,250 162,250 0 100,0% 4,037,801 4,037,801 4,037,801 0 100.0% 836,493 836,493 836,493 0 100 0% 13,358,759 13,383,759 13,71.2,241 -328,482 102 5% 35,900,722 35,925,722 36,254,204 -328,482 100.0% 100.9% Estate Special District Real Estate Tax Sanitary Sewer Service Charges Stormwater District Service Charges Other Sources of Revenue TOTAL Appropriated Fund Balance 190,000 19.0,000 190,000 0 100,0% Grand Total, Revenues and Appropriated Fund Balance 36,090,722 36,115,722 36,444,204 -328,482 100.9% 2020 Printed on 2/3/2021 Page 2 Town Board Meeting Notes In this report, I am presenting a preliminary look at the 2020 financial results for the Town as of December 31. The 2020 books will not close until the end of February to allow for receipt and processing of outstanding commitments, and to account for and properly book the remaining revenue that is owed to the Town. Again, during the March Town Board meeting, I will present the most current 2020 preliminary results along with the respective 2021 monthly financial reports. At the June Town Board meeting, the Town's auditors from the Bonadio Group will present highlights of the audited 2020 Financial Statements and Audit Report. The 2020 financial results as of December 31st: 100% of the year has elapsed and the Town's total expenses are lower than budget at 94.9%—a sum of $35,269,103 Encumbrances are $952k and actual expenses total $34,317k. The actual expenses alone equate to 92.3% of budget. Encumbrances are still an important part of the Town's outstanding commitments. The General Fund expenses are below budget at 94.7% or $21,121k. The actual expenditures are 92% of budget or $20,531 k while 2.6% is due to encumbrances of $590k. Included in the general fund encumbrances is $110k for police vehicles and $100k for IT projects. Overall, the expenses in the highway funds are below budget at 93.7%; a total of approximately $5,115k. The costs in these funds result from considerable expenses and encumbrances for salt, gas, and paving as anticipated. The Library expenditures are favorable at 92.9% of budget —a total of $2,519k. 1 Expenses in the Sewer Fund of $4,093k are below budget at 97.6%. The Stormwater Drainage expenses are approximately 98.7% of budget —a total of $1,232k and includes a Vactor truck purchase of $386k. Regarding the entire Town, revenue and appropriated fund balance of $36M or 100.9% has been documented to date. The General Fund has recorded revenue of $22.142k —101.8% of budget. Real estate tax of $11.185k has been collected. 101.1% of the Payment In Lieu Of Tax revenue of almost $261 k has been received. 11 months of Sales Tax revenue in the amount of $ 4.471k (86.3% of budget) and 91.2%--$684k of Franchise Cable TV revenue has been verified. Included in other sources of revenue is AIM related payments $613k (which supersedes AIM previously received from NYS) and CARES act reimbursements from Monroe County in the amount $1.2M for COVID-19 related expenses. At month -end, the Library had confirmed revenue of $2,656k — 98.2% and includes $33,302 CARES funding reimbursement from Monroe County. 96.9% or $5.265k of revenue has been recorded by the Highway. 100.6% of the Sewer Fund or $4,158k has been verified. Stormwater Drainage has received 101.1% of its budgeted revenue —$849k. This concludes the 2nd preliminary yearend financial report for 2020. 2 Town of Irondequoit Financial Report Month Ending 01/31/2021 EXPENSES Fund 001 General (includes cemetery) percent of amended budget 005 Library percent of amended budget 021 Highway # 1, Road Impvts. percent of amended budget 023 Highway # 3, Equipment Maint. percent of amended budget 024 Highway # 4, ROW / Winter percent of amended budget 031 Consolidated San. Sewer Dist. percent of amended budget 038 Stormwater Drainage Dist. percent of amended budget 039 Rock Beach San. Sewer Dist. percent of amended budget 040 Orland Road San. Sewer Dist. percent of amended budget 051 Sea Breeze Water District percent of amended budget 071 - 098 Lighting Districts percent of amended budget TOTAL Percent of Amended Budget Spent Percent of Amended Budget Encumbered Total Percent Spent & Encumbered 36,917,378 37,862,531 Original Amended Cumulative, Year to Month End Budget Budget Expended Encumb'd Available ,g33 Balance 22,424,575 23,011,590 1,220,498 1,681,335 20,109,756 5.3% 2,644,413 2,645,444 94,560 3 6% 3,266,725 3,429,807 1,195,444 51g11.4951-1 1,110,531 (709,042 3.2% 1,270,494 38,152 I q/3.3% 1,111,353 L46,192 3.0% 4.2 4,079,490 4,157,236 222,701 5 4% 890,394 901,873 25,373 2.8% 8,862 8,862 0 0.0% 15,200 15,200 0 0.0% 1,135, 294 1,135,294 20,489 1 8% 146,450 175,378 0 0.0% 1,777,007 7.4% a"' 154,153 145 12.1% ,Q„ 822 0,1%,, 340,355 8.2% 42,637 4.7% 0 0.0% 0 0.0% 0 0.0% 186,128 106.1% 2,671,573 7.3% 11,266 0,4% 87 4% 2,539,619 96 0% 254,876 3,065,889 6170, 89 4% o 1,078,188 84.9% 1,064,339 95 8% 3,594,180 86 5% 833,863 92.5% 8,862 100.0% 15,200 100.0% 1,114,805 98 2% -17,674,117 -10077.7% 15, 735, 384 4.4-49% 5fo 4.7% 7.1% Percent Percent of of Budget Year Spent& Elapsed Enc'brd 8.3% 12.6% 8.3% 8.3% 10.6% 8.3% 15.1% 8.3% 4.2% 8.3% 13.5% 8.3% 7.5% 8.3% 8.3% 0.0% 8.3% 1.8% 8.3% 106.1% 8.3% 11.7% 4.0% 0.0% 11.7% Tax Levy Sensitive 30,641,688 31,468,688 1,508,444 2,102,453 27,842,592 8.3% 11.5% Total Spent + Encumbered 3,610,897 4.8% 6.7% 11.5% REVENUES Fund 001 General: Real Estate Tax Payment In Lieu of Tax Sales Tax Mortgage Tax AIM Related Payments Interest Earnings Franchise Cable TV Recreation Program Fees Cemetery Revenues Fines & Bail Forfeitures Other Sources of Revenue Appropriated Fund Balance Cumulative Original Amended Receipts Balance Budget Budget Through to be This Month Received (001-1001) 11,799,864 11,799,864 7,200,000 4,599,864 (001-1081) 267,097 267,097 27,715 239,382 (001-1120) 4,762,262 4,762,262 0 4,762,262 (001-3005) 900,000 900,000 0 900,000 (001-2750) 613,283 613,283 0 613,283 (001-2401) 20,000 20,000 0 20,000 (001-1170) 695,000 695,000 0 695,000 (001-2001) 411,751 411,751 22,313 389,438 (001-2190/2665) 115,693 115,693 0 115,693 (001-2610) 465,000 465,000 0 465,000 1,774,625 1,774,625 48,095 1,726,530 600,000 600,000 600,000 0 Total, Revenue & Fund Balance 22,424,575 22,424,575 7,898,122 14,526,453 Percent Percent of of Real Estate Year Tax Elapsed 65.1% Percent of Revenue Received 61.0% 10.4% 0.0% 0.0% 0.0% 0.0% 0.0% 5.4% 0.0% 0.0% 2.7% 8.3% 35.2% 2021 Printed on 2/5/2021 Page 1 Town of Irondequoit Financial Report Month Ending 01/31/2021 Fund Cumulative Percent Percent Percent Original Amended Receipts Balance of of of Budget Budget as of to be Real Estate Year Revenue This Month Received Tax Elapsed Received 005 Library Real Estate Tax 2,495,508 2,495,508 500,000 1,995,508 13.8% 20.0% Other Sources of Revenue 148,905 148,905 5,362 143,543 3.6% Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 2,644,413 2,644,413 505,362 2,139,051 8.3% 19.1% 021, 023, 024 Highway Funds Real Estate Tax 3,839,758 3,839,758 1,300,000 2,539,758 21.2% 33.9% All Other Sources 1,532,942 1,532,942 0 1,532,942 0.0% Appropriated Fund Balance 200,000 200,000 200,000 0 Total, Revenue & Fund Balance 5,572,700 5,572,700 1,500,000 4,072,700 8.3% 26.9% 031 Consolidated Sam Sewer District Sewer Service Charges 3,931,189 3,931,189 500,000 3,431,189 12 7% Other Sources of Revenue 98,451 98,451 11,692 86,759 11.9% Appropriated Fund Balance 50,000 50,000 50,000 0 Total, Revenue & Fund Balance 4,079,640 4,079,640 561,692 3,517,948 8.3% 13.8% 038 Stormwater Drainage District District Service Charges 817,394 817,394 500,000 317,394 61.2% Other Sources of Revenue 23,000 23,000 0 23,000 0.0% Appropriated Fund Balance 50,000 50,000 50,000 0 Total, Revenue & Fund Balance 890,394 890,394 550,000 340,394 8.3% 61 8% 039 Rock Beach San. Sewer District District Capital Charges 8,857 8,857 0 8,857 0.0% Other Sources of Revenue 5 5 0 5 0.0% Total Revenue 8,862 8,862 0 8,862 8.3% 0.0% 040 Orland Road San. Sewer District District Capital Charges 15,170 15,170 0 15,170 0.0% Other Sources of Revenue 30 30 0 30 0.0% Total Revenue 15,200 15,200 0 15,200 8.3% 0.0% 051 Sea Breeze Water District District Real Estate Tax 10,000 10,000 0 10,000 0.0% Other Sources of Revenue 1,125,294 1,125,294 9,581 1,115,713 0.9% Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 1,135,294 1,135,294 9,581 1,125,713 8.3% 0.8% 071 - 098 Lighting Districts District Real Estate Tax 146,450 146,450 146,450 0 100.0% Other Sources of Revenue 0 0 0 0 Appropriated Fund Balance 0 0 0 Total, Revenue & Fund Balance 146,450 146,450 146,450 0 8.3% 100.0% Summary of Revenues and Appropriated Fund Balances Real Estate Tax 18,135,130 18,135,130 9,000,000 9,135,130 100.0% 49.6% Special District Real Estate Tax 156,450 156,450 146,450 10,000 93.6% Sanitary Sewer Service Charges 3,955,216 3,955,216 500,000 3,455,216 12.6% Stormwater District Service Charges 817,394 817,394 500,000 317,394 61.2% Other Sources of Revenue 12,953,338 12,953,338 124,757 12,828,581 1.0% TOTAL 36,017,528 36,017,528 10,271,207 25,746,321 8 3% 28.5% Appropriated Fund Balance Grand Total, Revenues and Appropriated Fund Balance 900,000 900,000 900,000 0 100.0% 36,917,528 36,917,528 11,171,207 25,746,321 30.3% 2021 Printed on 2/5/2021 Page 2 Town Board Meeting Notes .... the second report.... The 2021 financial results for the Town as of January 31: total expenses —actual as well as encumbered —are $4,449k or 11.7% of budget --higher than the 8.3% of the year that has elapsed. The breakdown is: actual expenses $ 1,777k and encumbered expenses $2,672k. Encumbrances are typically high early in the year as departments are committing to services and supplies that will be needed throughout the year and outstanding prior year open encumbrances roll into the new year. The General Fund expenses are at 12.6% of budget or $ 2,902k. Here is the breakdown: actual expenditures - $ 1,220k encumbrances $ 1,681k. Together, the expenses in the highway funds are $603k or 10.3% of budget. Expenditures in the Library are under budget at $106k or 4.0%. The Sewer Fund expenses are 13.5% of budget equating to $563k. The expenses in Stormwater Drainage total $68k-7.5% of budget. The General Fund revenue received is $ 7,898 or 35.2% of budget. Included in revenue is $7.2M of real estate tax --61% of budget as the tax collection period was not complete. $27k of PILOT (Payment In Lieu Of Tax) revenue has been received —approximately 10% of budget. Regarding the entire Town: $11.2M or 30.3% of revenue has been received to -date. Approximately $9M of the amount received is real estate tax equating to 49.6% of 1 that line item. The Library has received $505k or 19.1% of its budgeted revenue. 26.9% or $1,500k is in for the Highway. Sewer has received $561 k-13.8% of that fund's budget. This concludes my financial report for the month of January 2021. 2 ORGANIZATIONAL TOWN BOARD MEETING JANUARY 4, 2021 1 Organizational Town Board Meeting of the Town Board of the Town of Irondequoit held via Zoom pursuant to Executive Order No. 202 issued for the conduct of open meetings held during the COVID-19 pandemic, on the 4th day of January 2021 at 4:00 PM. PRESENT: David Seeley Supervisor Patrina Freeman John Perticone Kimie Romeo Peter Wehner Councilmembers Harter Secrest & Emery Attorney for the Town OTHERS IN ATTENDANCE: Comptroller Diana Marsh, Commissioner of Public Works Robert Kiley and Town Clerk Barbara Genier. Supervisor Seeley called the Organizational Meeting to order at 4:00 PM, Pledge was said and Town Clerk Genier called roll. Supervisor Seeley stated that under New York Town Law, an Organizational Meeting is required to be held in January of each year to organize the government for the coming year. ITEMS FOR BOARD ACTION 1ORG2021-1 RESOLUTION AUTHORIZING THE ASSESSOR TO DEVELOP AND UTILIZ E PROCEDURES FOR THE RENEWAL OF CERTAIN TAX EXEMPTIONS PROVIDED PURSUANT TO SECTIONS 459 -C AND 467 OF THE REAL PROPERTY TAX LAW On a motion of Councilmember Romeo, seconded by Councilmember Wehner, a resolution was adopted directing the Assessor to develop and utilize procedures by which she may require the filing of renewal applications for exemptions off ered pursuant to Sections 459-c and 467 of the Real Property Tax Law. Supervisor Seeley noted that the Town, County and School Districts grant certain exemptions on taxes to people that qualify. It is the responsibility of the Assessor’s Office to verify taxpayers’ income to determine if they qualify for these exemptions. This requires those taxpayers to meet with staff from the Assessor’s Office. This year, to limit the number of people coming into the Town Hall because of COVID-19, the Assessor’s Office will develop procedures to grant an automatic exemption to those people who received such exemptions in 2020 . This will eliminate the need for seniors to come into the building to verify their income. Additionally, the Supervisor explained that due to the COVID-19 pandemic, only cash payments for the 2021 Town and County Property Taxes would be taken at the Town Hall. Those residents paying by check can mail their payments to either the Town or to Binghamton or drop their payment in the Town’s Drop Box, located to the right of the Town Hall entrance. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-001 1ORG2021-2 RESOLUTION AUTHORIZING THE PURCHASE OF TWO (2) SIX WHEEL TRUCKS WITH PLOW TO BE USED BY THE DEPARTMENT OF PU BLIC WORKS On a motion of Councilmember Perticone, seconded by Councilmember Wehner, a resolution was adopted authorizing the purchase of two 2022 model year International, HV607 heavy duty dump trucks with plowing equipment from Regional International Corp. in the amount of $467,572.32. Director of Public Works Robert Kiley explained that this purch ase is within the 2021 budget. This resolution is coming before the Board at this time due to the length of time it takes to receive these trucks. The Town will be leasing this equipment. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-002 1ORG2021-3 RESOLUTION AUTHORIZING THE SUPERVISOR TO APPOINT SEASONAL, ON-CALL, PART -TIME AND TEMPORARY STAFF FOR THE YEAR 2021 FOR THE TOWN OF IRONDEQUOIT ORGANIZATIONAL TOWN BOARD MEETING JANUARY 4, 2021 2 On a motion of Councilmember Freeman, seconded by Councilmember Wehner, a resolution was adopted authorizing the appointment of seasonal, on-call, part-time and temporary employees of the Town for the year 2021. Supervisor Seeley stated that this resolution allows the Supervisor to hire seasonal, part -time, on-call and temporary employees throughout 2021, and he will provide the Board with notice of these employees beforehand. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-003 1ORG2021-4 RESOLUTION TO OPEN COMPETITIVE BIDS On a motion of Councilmember Freeman, seconded by Councilmember Perticone. a resolution was adopted approving and authorizing the Town Clerk or the Deputy Town Clerk to open competitive bids pursuant to the Town’s Procurement Policy and applicable law. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-004 1ORG2021-5 RESOLUTION DESIGNATING AN OFFICIAL TOWN NEWSPAPER On a motion of Councilmember Wehner, seconded by Councilmember Romeo, a resolution was adopted designating The Daily Record as the official Town newspaper. Supervisor Seeley stated that the Town has had a long-standing relationship with a prior local publication that has now become part of a larger publication. Due to scheduling deadlines and not being able to meet those deadlines, the Town is going to move to another local newspaper, The Daily Record. A number of municipalities use The Daily Record for the public notices. This action is fully compliant with State law. Supervisor Seeley assured the Board that this information would be made available to the public. UPON VOTING MOTION WAS UNANIMOUSLY APPROVE D Resolution Number 2021-005 1ORG2021-6 RESOLUTION TO REQUIRE CHECKS TO BE COUNTERSIGNED BY THE COMPTROLLER On a motion of Councilmember Perticone, seconded by Councilmember Wehner, a resolution was adopted approving the requirement of having all checks disbursing money belonging to the Town to be countersigned by the Town Comptroller. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2020-006 1ORG2021-7 RESOLUTION TO BOND TOWN OFFICERS, CLERKS AND EMPLOYEES On a motion of Councilmember Freeman, seconded by Councilmember Wehner, a resolution was adopted approving the blanket bonding of the officers, clerks and employees of the Town. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-007 1ORG2021-8 RESOLUTION TO APPROVE THE HIRING OF A PROVISIONAL OFFICE CLERK IV IN THE TOWN CLERK’S OFFICE ORGANIZATIONAL TOWN BOARD MEETING JANUARY 4, 2021 3 On a motion of Councilmember Freeman, seconded by Councilmember Wehner, a resolution was adopted approving the hiring of Gloria Hunter as a provisional Office Clerk IV in the Town Clerk’s Office. Supervisor Seeley explained that two part-time positions were consolidated to approve the hiring of a full-time position. This resolution will approve the hiring of Gloria Hunter. There is no civil service list at present for Office Clerk IV. When the exam is available, Ms. Hunter will have to take the exam and score within the top three candidates. Ms. Hunter has most recently served as Community Relations Liaison/Constituent Representative for former NYS Senator Rich Funke. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Numb er 2021-008 NEXT WORKSHOP MEETING…TUESDAY, JANUARY 12, 2021 @ 4:00 PM NEXT REGULAR TOWN BOARD MEETING…TUESDAY, JANUARY 19, 2021 @ 7:00 PM On a motion made by Councilmember Wehner, seconded by Councilmember Romeo, the January 4, 2021 Organizational Town Board Meeting was adjourned at 4:17 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Respectfully submitted, Barbara J. Genier, Town Clerk WORKSHOP MEETING JANUARY 12, 2021 4 Workshop Meeting of the Town Board of the Town of Irondequoit, held virtually via Zoom, on the 12th day of January 2021 at 4:00 P.M. PRESENT: David Seeley Supervisor Patrina Freeman John Perticone Kimie Romeo Peter Wehner Councilmembers Harter Secrest & Emery, LLP Attorney for the Town Others in attendance included Chief of Police Alan Laird, Commissioner of Public Works Robert Kiley, Deputy Commissioner of Public Works Erin Magee, Comptroller Diana Marsh, Supervisor’s Assistant Maria Vecchio, Director of Community Development Kerry Ivers, Director of Recreation Katrina Hall and Town Clerk Genier. Supervisor Seeley called the meeting to order, Pledge was said and Town Clerk Genier called Roll at 4:00 p.m. SUPERVISOR’S COMMENTS/REMARKS: *Supervisor Seeley noted that there would be another resolution coming from the Assessor’s Office for next week’s meeting. The resolution authorizes the Settlement and Release Agreement for 285 Medley Center Parkway to refund sewer district charges that were billed on the 2016, 2017, 2018 and 2019 tax years. *Supervisor Seeley commented that he will resume Staff Spotlights when meetings are able to be held and the recipient can be publicly recognized. *Director of Recreation Katrina Hall will give an update on the Irondequoit Community Center at the end of this meeting. REVIEW OF AGENDA ITEMS FOR JANUARY 19, 2021 RTB MEETING: Financial Report: Comptroller Diana Marsh reviewed the Preliminary financial report as of December 31, 2020. The books will be closed at the end of February to allow for receipt and processing of outstanding commitments, and to account for and properly book the remaining revenue that is owed to the Town. The most current 2020 results will be presented in February and March, along with the 2021 financial reports. At the June Town Board meeting, the Town’s auditors from the Bonadio Group will present highlights of the audited 2020 Financial Statements and Audit Report. Total expenses and encumbrances as of December 31, 2020: 100% of the year has elapsed and the Town’s total expenses are lower than budget at 95.1%, a sum of $35,081,837. Encumbrances are $1,272,705 and actual expenses total $33,809,132. The actual expenses alone equate to 91.7% of budget. Encumbrances remain sizeable as departments are committed to services, supplies and commodities for 2020. The General Fund expenses are below budget at 95.6% or $21,050,438. The actual expenditures are 91.8% of budget or $20,203,714 and 3.8% is due to encumbrances of $846,724. Included in the General Fund encumbrances is $276,797 for police and animal control vehicles and sidewalk plowing equipment. Overall, the expenses in the Highway Funds are below budget at 93.4%, or a total of $5,099,523. The costs in these funds result from considerable expenses and encumbrances for salt, gas and paving as anticipated. The Library expenses are favorable at 91.5% of budget, a preliminary total of $2,481,298. Expenses in the Sewer Fund of $4,071,764 are below budget at 97%. The Stormwater Drainage expenses are approximately 98.4% of budget, a total of WORKSHOP MEETING JANUARY 12, 2021 5 $1,232,599 and include a Vactor truck purchase of $385,935. Regarding the entire Town, revenue and appropriated fund balance of $34,200,773 or 94.7% has been documented to date. The General Fund has received revenue of $20,196,092 or 92.9% of budget. Real estate tax of $11,185.756 has been collected. 101.1% of the Payment in Lieu of Tax revenue of $260,665 has been received. Eight months of Sales Tax revenue in the amount of $3,097,638 or 59.8% of budget and 45.5% or $341,084 of Franchise Cable TV revenue has been collected. At month end, the Library has confirmed revenue of $2,640,675 or 97.7% and includes $33,302 CARES Act funding reimbursement from Monroe County. The Highway has recorded $5,234,438 or 96.3% of its budget and 100.6% of the Sewer Fund has been verified. Stormwater Drainage has received 101.1% of its budgeted revenue or $849,079. Supervisor Seeley noted that the Town has outstanding Sales Tax revenue and three months of Mortgage Tax yet to receive. He commented that the Town has done a nice job with finances going through the COVID-19 pandemic. Approval of Minutes: Minutes from the following meetings to be approved: December 8, 2020 Workshop Meeting and December 15, 2020 Regular Town Board Meeting. Public Hearing: Supervisor Seeley explained the resolution to adopt a local law to repeal Chapter 117 of the Town Code relating to community residence facilities. He explained that the policy of New York State is to deinstitutionalize the living conditions of the developmentally disabled and instead to locate those individuals within local communities. The Town Code establishes a more burdensome procedure for the siting of community residential facilities for the developmentally disabled, and the Town Code conflicts with the plan and policy of New York Mental Hygiene Law. The local law will repeal that chapter of the Town Code. Appointments: There are two appointments on the agenda to be voted on. The first appointment would hire Latasha Elder as an Office Account Clerk in the Department of Public Works. Commissioner of Public Works Robert Kiley explained that this is a funded position and is vacant at this time. This is a competitive Civil Service Title. The position has been canvassed and Latasha Elder is reachable on the Monroe County Civil Service List. The second resolution would appoint Raymond Enright, Jr. as a part-time school traffic guard in the Irondequoit Police Department. Several qualified candidates were interviewed, and Mr. Enright was recommended. He comes to this position highly recommended. Community Development: Director of Community Development Kerry Ivers reviewed three (3) resolutions. The first resolution calls for a Public Hearing on the matter of granting a Special Use Permit for 1825 E. Ridge Road in a M-Manufacturing District. The owner of the property has requested a Special Use Permit in order to occupy the second floor as an apartment and intends to use the first floor for a nail salon. As the property is zoned M-Manufacturing, the applicant must have a Special Use Permit pursuant to Town Code. The Public Hearing will take place on February 16, 2021 at 7:37 pm. The second resolution declares the Town Board Lead Agency and adopts a Negative Declaration pursuant to State Environmental Quality Review Act regarding a proposed local law to amend Town Code Chapter 235, Article IV, relating to R-R, R- 1, R-2 and R-3 residential districts. The proposed local law relates to the regulation of the residential districts. This is a Type 1 Action under SEQRA. It was determined that there will not be any significant adverse environmental impacts from the proposed action. The third resolution would adopt the local law to amend Town Code Chapter 235, Article IV, relating to the residential districts. Director Ivers stated that the code changes will clear up the very confusing language and make the code easier to read. WORKSHOP MEETING JANUARY 12, 2021 6 Comptroller: Comptroller Diana Marsh reviewed three (3) resolutions. The first resolution calls for a Public Hearing to provide opportunity for public comment on Irondequoit’s Community Development Block Grant (CDBG). The Town, as an entitlement community, receives an annual block grant from the U.S. Department of Housing and Urban Development (HUD). The Town Board is required to hold a Public Hearing each year to offer the public an opportunity to comment on this program. The Public Hearing is scheduled for February 16, 2021 at 7:35 PM. The second resolution authorizes the mileage reimbursement rate for 2021 to $.56, consistent with the rate allowed by the U.S. Internal Revenue Service. The third resolution authorizes the second and final late entry fee payment to the Finger Lakes Municipal Health Insurance Trust. As the Town joined the Finger Lakes Municipal Health Insurance Trust (FLMHIT) late, a fee was assessed on the Town in the sum of $399,973. The Town paid the first installment of $199,987 last year and this resolution authorizes the payment of the second late entry fee in the amount of $199,987. Police: Chief of Police Alan Laird reviewed his one (1) resolution authorizing his participation in the Violent Criminal Apprehension Program (ViCAP). This program addresses the collection, preservation and exchange of information among law enforcement agencies for the purpose of combatting and solving violent crime matters. There is no cost to the Town, but the Town must designate an employee to serve as the Law Enforcement Agency Manager to be the lead point of contact with the FBI. Public Works: Commissioner of Public Works Robert Kiley reviewed four (4) resolutions. The first resolution declares certain items as surplus property. These items are no longer used and are several years old. The items will go to an online municipal auction held in February 2021. The second resolution awards the bid for a new 2020 Model Year Bobcat Skid Steer Loader to DJM Equipment, Inc. in the amount of $29,386.25. The Town will trade-in a 2012 used Bobcat A770 Skid Street Loader with Bucket. The public bid opening was held on January 8th. Deputy Commissioner of Public Works Erin Magee added that $29,386.25 needs to be transferred from the Highway Fund Balance to the Highway Fund Account (Equipment-Misc). The third resolution calls for a Public Hearing in the matter of Consolidated Sewer District Extension to 688 Seneca Road. The Public Hearing will be held on February 16th at 7:36 PM. The fourth resolution adopts the Final Order extending the Consolidated Sewer District to homes along Bay Shore Boulevard. A Public Hearing on this matter was held on November 17th and a resolution was adopted approving the map plan and report which orders the extension of the Consolidated Sewer District to homes along Bay Shore Boulevard. Recreation: Director of Recreation Katrina Hall reviewed two (2) resolutions for the Recreation Department. The first resolution authorizes the Supervisor to enter into an extension of an agreement for sound and lighting services for Town special events. The Town entered into an agreement from January 1, 2018 through December 31, 2020 with one three-year renewal for a total of $10,300. The Town is looking to extend this contract from December 31, 2020 through December 31, 2023. The second resolution approves placing an order with Life Fitness (or G & G Fitness acting as its group agent) for the delivery of exercise equipment for the Irondequoit Community Center, provided that such order shall be contingent upon the Town obtaining a true lease for the equipment through a third party prior to the delivery date. The equipment will take 4 to 6 months for delivery. Director Hall stated that the lease would be for four years. At the end of that time, the Town can take out another lease. The term of four years WORKSHOP METING JANUARY 12, 2021 7 is good, as cardio equipment have a life span of four to six years. There is a two-year warranty on parts and one-year warranty on labor. Director Hall has contacted other Towns using G & G Fitness, and all those Towns were happy with the service from G & G. ITEMS FOR BOARD ACTION: 1WS2021-1 RESOLUTION Approving the Hiring of a Light Laborer in Building Maintenance On a motion made by Councilmember Freeman, seconded by Councilmember Romeo, a resolution was adopted approving the hiring of Trelyn June as a part-time Light Laborer in the Department of Public Works. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-009 1WS2021-2 RESOLUTION Authorizing the Hiring of a Part-Time Light Laborer On a motion made by Councilmember Wehner, seconded by Councilmember Freeman, a resolution was adopted approving the hiring of Thomas James Mitchell as a part-time Light Laborer in the Town Hall. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-010 PRESENTATION ON IRONDEQUOIT COMMUNITY CENTER FROM DIRECTOR HALL: Director of Recreation Katrina Hall gave a brief overview on the new Irondequoit Community Center. She stated that the staff meets regularly to go over the details of the project. Presently, they are working on procedures and policies. She stated that all staff would be trained in CPR and First Aid. She will be working with Laurelton Fire Department. She is working currently on different kinds of memberships and associated fees. The toddler drop-off area will be for residents and members only at this time with just a monthly fee. There is one entrance into the facility and one exit out. The Mall may not be accessible to Mall walkers. Director Hall said that a survey will go out in the spring asking for comments and thoughts on the new Center. She wants to make sure that all the information on the new facility reaches as many residents as possible. On a motion made by Councilmember Romeo, seconded by Councilmember Perticone, pursuant to Public Officers Law § 105, an Executive Session was called at 5:35 p.m. to discuss the employment of a particular individual. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED WORKSHOP MEETING JANUARY 12, 2021 8 EXECUTIVE SESSION On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, the Executive Session was adjourned at 5:40 p.m. and the Regular Town Board Meeting was reconvened. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED On a motion made by Councilmember Romeo, seconded by Councilmember Perticone, the Workshop Meeting was adjourned at 5:41 p.m. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Respectfully submitted, Barbara Genier, Town Clerk REGULAR TOWN BOARD MEETING JANUARY 19, 2021 9 Regular Town Board Meeting of the Town Board of the Town of Irondequoit held via Zoom, pursuant to the Executive Order 202 of 2020 relating to public meetings held remotely during the COVID-19 health crisis, on the 19th day of January 2021 at 7:00 P.M. PRESENT: David Seeley Town Supervisor Patrina Freeman John Perticone Kimie Romeo Peter Wehner Councilmembers Harter Secrest & Emery LLP Attorney for the Town Others in attendance included Commissioner of Public Works Robert Kiley, Deputy Commissioner of Public Works Erin Magee, Chief of Police Alan Laird, Comptroller Diana Marsh, Director of Recreation Katrina Hall, Assessor Amy Jorstad, Director of Community Development Kerry Ivers, Administrative Assistant Maria Vecchio and Town Clerk Genier. Supervisor Seeley called the Meeting to order at 7:00 PM, pledge was said and Town Clerk Genier called roll. SUPERVISOR’S REMARKS AND ANNOUNCEMENTS: Supervisor Seeley commented that there is one public hearing on the agenda regarding the adoption of a proposed local law to repeal Chapter 117 of the Town Code relating to community residence facilities. That public hearing will be held at 7:35 p.m. He explained how participants can comment during the public input portion of the public hearing. PUBLIC INPUT: No one came forward to speak for or against at Public Input. FINANCIAL REPORT: Comptroller Diana Marsh reviewed the Preliminary financial report as of December 31, 2020. The books will be closed at the end of February to allow for receipt and processing of outstanding commitments and to account for and properly book the remaining revenue that is owed to the Town. The most current 2020 results will be presented in February and March, along with the 2021 financial reports. At the June Town Board meeting, the Town’s auditors from the Bonadio Group will present highlights of the audited 2020 Financial Statements and Audit Report. Total expenses and encumbrances as of December 31, 2020: 100% of the year has elapsed and the Town’s total expenses are lower than budget at 95.1%, a sum of $35,081,837. Encumbrances are $1,272,705 and actual expenses total $33,809,132. The actual expenses alone equate to 91.7% of budget. Encumbrances remain sizeable as departments are committed to services, supplies and commodities for 2020. The General Fund expenses are below budget at 95.6% or $21,050,438. The actual expenditures are 91.8% of budget or $20,203,714 and 3.8% is due to encumbrances of $846,724. Included in the General Fund encumbrances is $276,797 for police and animal control vehicles and sidewalk plowing equipment. Overall, the expenses in the Highway Funds are below budget at 93.4%, or a total of $5,099,523. The costs in these funds result from considerable expenses and encumbrances for salt, gas and paving as anticipated. The Library expenses are favorable at 91.5% of budget, a preliminary total of $2,481,298. Expenses in the Sewer Fund of $4,071,764 are below budget at 97%. The Stormwater Drainage expenses are approximately 98.4% of budget, a total of $1,232,599 and includes a Vactor truck purchase of $385,935. Regarding the entire Town, Revenue and Appropriated Fund Balance of $34,200,773 or 94.7% has been documented to date. The General Fund has received revenue of $20,196,092 or 92.9% of budget. Real estate tax of $11,185.756 has been collected. 101.1% of the Payment in Lieu of Tax revenue of $260,665 has been received. Eight months of Sales Tax revenue in the amount of $3,097,638 or 59.8% of budget and 45.5% or $341,084 of Franchise Cable TV revenue has been collected. At month end, the Library has confirmed revenue of $2,640,675 or 97.7% and includes $33,302 CARES Act funding reimbursement from Monroe County. The Highway has recorded $5,234,438 or 96.3% of its budget and 100.6% of the Sewer Fund has been verified. Stormwater Drainage has received 101.1% of its budgeted revenue or $849,079. Supervisor Seeley noted that the Town has four months of outstanding Sales Tax revenue and three months of Mortgage Tax yet to receive, as well as revenue from Franchise Cable TV. He commented that the Town has down a nice job with finances going through the COVID-19 pandemic. The Town is thankful for the CARES Act reimbursements from the County of $1.1M. On a motion made by Councilmember Romeo, seconded by Councilmember Wehner, the financial report was accepted. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED REGULAR TOWN BOARD MEETING JANUARY 19, 2021 10 APPROVAL OF MINUTES: On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, the minutes from the December 8, 2020 Workshop Meeting were approved. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED On a motion made by Councilmember Wehner, seconded by Councilmember Perticone, the minutes from the December 15, 2020 Regular Town Board Meeting were approved. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED ITEMS FOR BOARD ACTION: 1A2021-2 RESOLUTION APPROVING THE HIRING OF AN OFFICE ACCOUNT CLERK IN THE DEPARTMENT OF PUBLIC WORKS On a motion made by Councilmember Freeman, seconded by Councilmember Wehner, a resolution was adopted approving the hiring of Latasha Elder to the position of Office Account Clerk in the Department of Public Works. Commissioner of Public Works Robert Kiley explained that Latasha Elder is recommended for this position. She is a Town resident and comes with a vast amount of experience in this area. She is reachable on the Monroe County Civil Service list. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-011 1A2021-3 RESOLUTION APPROVING THE PERMANENT APPOINTMENT OF A PART-TIME SCHOOL TRAFFIC GUARD IN THE IRONDEQUOIT POLICE DEPARTMENT On a motion made by Councilmember Wehner, seconded by Councilmember Perticone, a resolution was adopted approving the appointment of Raymond Enright, Jr. as a part-time School Traffic Guard. Chief of Police Alan Laird explained that this position is vacant due to a retirement. Mr. Enright, Jr. comes highly recommended to fill this vacancy. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-012 1A2021-4 RESOLUTION AUTHORIZING A SETTLEMENT AND RELEASE AGREEMENT On a motion made by Councilmember Romeo, seconded by Councilmember Wehner, a resolution was adopted approving the Settlement Agreement between the Town and the Property Owner. Supervisor Seeley explained that the Property Owner requested a refund for overbilling sewer charges on his Mall property. The Property Owner contended that the Town was billing him for full occupancy of the Mall. Assessor Amy Jorstad stated that she conducted an audit of water use for the years 2016, 2017, 2018, 2019 and 2020. She found that the water readings were incorrect for four out of the five years. In 2016, under a previous owner, there was a flood that had a great deal of water lost from the property that didn’t enter into the sewer system. The Town will refund $50,300.13 and the Property Owner shall release all claims against the Town relating to sewer district charges for the years 2016, 2017, 2018, 2019 and 2020. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-013 1A2021-5 RESOLUTION CALLING FOR A PUBLIC HEARING ON THE MATTER OF GRANTING A SPECIAL USE PERMIT FOR 1825 E. RIDGE ROAD IN A M- MANUFACTURING DISTRICT REGULAR TOWN BOARD MEETING JANUARY 19, 2021 11 On a motion made by Councilmember Freeman, seconded by Councilmember Wehner, a resolution was adopted scheduling a Public Hearing for Tuesday, February 16, 2021 at 7:37 PM to grant a Special Use Permit for 1825 E. Ridge Road in a M-Manufacturing District. Director of Community Development Kerry Ivers explained that the owner, Jenny Le, requested a Special Use Permit for the property located at 1825 E. Ridge Road to occupy the second floor as a live-in apartment and use the first floor for a nail salon. Director Ivers added that this request was sent to the Planning Board and Monroe County for their review as well. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-014 1A2021-6 RESOLUTION DECLARING THE TOWN BOARD LEAD AGENCY AND ADOPTING A NEGATIVE DECLARATION PURSUANT TO STATE ENVIRONMENTAL QUALITY REVIEW ACT REGARDING A LOCAL LAW TO AMEND TOWN CODE CHAPTER 235, ARTICLE IV, RELATING TO R-R, R-1, R-2 AND R-3 RESIDENTIAL DISTRICTS On a motion made by Councilmember Romeo, seconded by Councilmember Freeman, a resolution was adopted assuming lead agency status by the Town Board for the review of this action and adopting a Negative Declaration for the action, determining that no Environmental Impact Statement is required. Director of Community Development Kerry Ivers explained that several months ago this Chapter of the Town Code was looked at to add some traditional uses that are not currently permitted. It would allow for adaptive use of buildings. There was nothing in the Code addressing Tiny Houses which is reflected in the New York State Building Code. The update would also include the accessory to dwelling unit or in-law accessory unit. Director Ivers stated that this Code has not been reviewed in a long time, and this will streamline and clarify the rules and regulations of this Chapter of the Town Code, making it easier to understand. For SEQR purposes, this is a Type 1 Action as it addresses the types of uses that are permitted in a district that covers more than 25 acres. A coordinated review was conducted, and other agencies were notified. The Town Zoning and Planning Boards were notified and gave their approval, and the Town Board can declare itself Lead Agency for the review of this action. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2020-031 1A2021-7 RESOLUTION ADOPTING A LOCAL LAW TO AMEND TOWN CODE CHAPTER 235, ARTICLE IV, RELATING TO R-R, R-1, R-2 AND R-3 RESIDENTIAL DISTRICTS On a motion made by Councilmember Wehner, seconded by Councilmember Romeo, a resolution was adopted authorizing the adoption of said Local Law 1 of 2021, amending Chapter 235, Article IV of the Town Code relating to R-R, R-1, R-2 and R-3 residential districts. Supervisor Seeley explained that this proposed local law was introduced at the October 2020 Regular Town Board meeting, and the public hearing was held in November of 2020. A lot of feedback was given, including those comments by the members of the Town’s Planning and Zoning Boards and incorporated into the revisions of this Town Code. Supervisor Seeley noted that the Town is almost entirely built out, and this proposed law addresses how the Town will contemplate development in the future. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-016 1A2021-8 RESOLUTION SCHEDULING A PUBLIC HEARING TO PROVIDE OPPORTUNITY FOR PUBLIC COMMENT ON IRONDEQUOIT’S COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM REGULAR TOWN BOARD MEETING JANUARY 19, 2021 12 On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, a resolution was adopted scheduling a public hearing on February 16, 2021 at 7:35 p.m. to provide for public comment on the Irondequoit CDBG Program. Comptroller Diana Marsh explained that as a CDBG entitlement community, the Town receives an annual block grant from the U.S. Dept. Of Housing and Urban Development (HUD). The Town’s CDBG Citizen Participation Plan requires the Town Board to hold a public hearing annually to offer the public the opportunity to comment on this program. Supervisor Seeley noted that this is an extra hearing that is being held to gather as much citizen input as possible. He added that the Town will publicize these public meetings to the fullest extent possible. The Town will be publishing future Notices in The Daily Record. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-017 PUBLIC HEARING 1PH2021-1 ON THE MATTER OF ADOPTING A LOCAL LAW TO REPEAL 7:35 PM CHAPTER 117 OF THE CODE OF THE TOWN OF IRONDEQUOIT RELATING TO COMMUNITY RESIDENCE FACILITIES On a motion made by Councilmember Romeo, seconded by Councilmember Wehner, the Public Hearing was opened at 7:35 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Supervisor Seeley explained that Chapter 117 of the Town Code relates to Community Residence Facilities that provide a community home-like setting for people with intellectual disabilities, mental health illnesses and other illnesses that the State might determine is appropriate for integration into a home-like setting. He noted the Town Code is not consistent with the State law. The New York State Legislature stated that localities cannot put up barriers toward these group homes being developed. It does provide the locality with options to review and propose alternate sites if the area already has group homes in close proximity. It was found that the Town law is redundant with the State law and conflicts with the State’s intent. Supervisor Seeley believes the Town should do whatever is needed to encourage integrated residences and living circumstances for all people in a community. Public Hearing Public Input: No one came forward to speak for or against this matter. On a motion made by Councilmember Romeo, seconded by Councilmember Wehner, the Public Hearing was closed at 7:39 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED 1PH2021-1A RESOLUTION ADOPTING A LOCAL LAW TO REPEAL CHAPTER 117 OF THE CODE OF THE TOWN OF IRONDEQUOIT RELATING TO COMMUNITY RESIDENCE FACILITIES On a motion made by Councilmember Freeman, seconded by Councilmember Wehner, a resolution was adopted adopting Local Law 2 of 2021 repealing Chapter 117 of the Town Code relating to Community Residence Facilities. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-018 1A2021-9 RESOLUTION AUTHORIZING ADJUSTMENT OF THE MILEAGE REIMBURSEMENT RATE FOR 2021 TO $.56 CONSISTENT WITH THE RATE ALLOWED BY THE U.S. INTERNAL REVENUE SERVICE On a motion made by Councilmember Romeo, seconded by Councilmember Wehner, a resolution was adopted authorizing a mileage reimbursement rate of $.56 per mile for any mileage recorded on a personal motor vehicle used for Town business on or after January 1, 2021. REGULAR TOWN BOARD MEETING JANUARY 19, 2021 13 Supervisor Seeley added that the Town employees do not use their personal vehicles often. They drive Town vehicles whenever possible. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-019 1A2021-10 RESOLUTION AUTHORIZING PAYMENT OF A LATE ENTRY FEE TO THE FINGER LAKES MUNICIPAL HEALTH INSURANCE TRUST On a motion made by Councilmember Romeo, seconded by Councilmember Wehner, a resolution was adopted authorizing the payment of the second Late Entry Fee installment to the Finger Lakes Municipal Health Insurance Trust in the amount of $199,987. Supervisor Seeley stated that two years ago, the Town made a decision to join the Finger Lakes Municipal Health Insurance Trust. He thought it would provide a more stable insurance rate. He noted that there is a late entry fee added to those Towns that join late. There are two payments to be made and this one is the last payment in the sum of $199,987. He noted that the Town has realized significant savings since joining the Trust. This late fee payment is the last that the Town needs to pay. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-020 1A2021-11 RESOLUTION AUTHORIZING CHIEF OF POLICE TO PARTICIPATE IN THE VIOLENT CRIMINAL APPREHENSION PROGRAM (ViCAP) On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted authorizing the Chief of Police to participate in the Violent Criminal Apprehension Program established by the Department of Justice and further authorizing the Chief of Police or his designee to serve as the Law Enforcement Agency Manager for the ViCAP Program. Chief of Police Alan Laird stated that this Program, established by the U,S. Dept. of Justice, offers an exchange of information among law enforcement agencies for the purpose of combatting and solving violent crime matters. There is no cost to the Town, but the Town must designate an employee to serve as the lead contact with the FBI on violent crime matters. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-021 1A2021-12 RESOLUTION DECLARING CERTAIN OFFICE EQUIPMENT AS SURPLUS PROPERTY On a motion made by Councilmember Romeo, seconded by Councilmember Wehner, a resolution was adopted declaring said office equipment as surplus and authorizing the Supervisor to execute and deliver such documentation as necessary to auction said office equipment at the next appropriate municipal equipment auction. Commissioner of Public Works Robert Kiley explained that this resolution would declare certain office equipment from the former Irondequoit Library branch located on East Ridge Road.as surplus and authorize that equipment to be auctioned at the next appropriate municipal equipment auction. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-022 1A2021-13 RESOLUTION AWARDING BID FOR NEW 2020 MODEL YEAR BOBCAT SKID STEER LOADER AND THE NECESSARY BUDGET TRANSFER On a motion made by Councilmember Romeo, seconded by Councilmember Perticone, a resolution was adopted awarding the bid for new 2020 Model Year Bobcat Skid Steer REGULAR TOWN BOARD MEETING JANUARY 19, 2021 14 Loader to DJM Equipment Inc. in the amount of $29,386.25 and authorizing the transfer of up to $29,386.25 from Highway Fund Balance to Equipment-Misc account. Commissioner of Public Works explained that the current Loader will be traded in and a newer model year Loader will be purchased. He stated that it is more efficient and fiscally responsible to purchase new vehicles while trading in older equipment that is still useable. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-023 1A2021-14 RESOLUTION AUTHORIZING THE CALLING OF A PUBLIC HEARING IN THE MATTER OF CONSOLIDATED SEWER DISTRICT EXTENSION FOR 688 SENECA ROAD (TAX ACCOUNT #077.12-1-17.3) On a motion made by Councilmember Freeman, seconded by Councilmember Wehner, a resolution was adopted scheduling a public hearing for the extension of the Consolidated Sanitary Sewer District to include 688 Seneca Road for February 16, 2021 at 7:36 PM. Deputy Commissioner of Public Works Erin Magee explained that a written request was received from the owners of 688 Seneca Road to be included in the Consolidated Sanitary Sewer District. A public hearing is required and has been called for February 16, 2021 at 7:36 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-024 1A2021-15 RESOLUTION ADOPTING FINAL ORDER EXTENDING THE CONSOLIDATED SEWER DISTRICT TO HOMES ALONG BAY SHORE BOULEVARD On a motion made by Councilmember Romeo, seconded by Councilmember Perticone, a resolution was adopted extending the Consolidated Sewer District to homes along Bay Shore Boulevard as set forth in the map, plan and report and as bounded and described in Attachment A to Resolution 2020-313. Deputy Commissioner of Public Works Erin Magee explained that this is the final Order extending the Consolidated Sewer District to homes along Bay Shore Boulevard. Approximately 30 homes currently depend on septic systems which are vulnerable to flooding. The State will be funding 95% of this project and the homeowners will pay the last 5%. This is a good deal for these homeowners, as it will be more reliable than their septic systems. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-025 1A2021-16 RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER INTO AN EXTENSION OF AN AGREEMENT FOR SOUND AND LIGHTING SERVICES FOR TOWN SPECIAL EVENTS On a motion made by Councilmember Romeo, seconded by Councilmember Perticone, a resolution was adopted approving the extension of the contract with DCM Productions, LLC from December 31, 2020 through December 31, 2023. Director of Recreation Katrina Hall explained that the Town had entered into a contract to procure sound and lighting services for various Town Special Events in 2017, which included an option to renew for one three-year period. The Town finds it necessary to extend the contract for sound and lighting services through December 31, 2023. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-026 1A2021-17 RESOLUTION AUTHORIZING THE ORDERING OF FITNESS EQUIPMENT TO BE LEASED FOR THE IRONDEQUOIT COMMUNITY CENTER REGULAR TOWN BOARD MEETING JANUARY 19, 2021 15 On a motion made by Councilmember Freeman, seconded by Councilmember Wehner, a resolution was adopted approving placing an order with Life Fitness (or G & G Fitness, acting as its group agent) for the delivery of exercise equipment for the Irondequoit Community Center, provided that such order shall be contingent upon the Town obtaining a true lease for the equipment through a third party prior to the delivery date. Director of Recreation Katrina Hall explained that it is necessary to order fitness equipment now for the new Irondequoit Community Center, as orders are taking several months to fill. The Town will be leasing this equipment for four years, as it was determined that the benefits of leasing outweigh the costs of purchasing the equipment. The equipment will be ordered from Life Fitness (or G & G Fitness, as they were awarded the State Contract). UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-027 Next Board meetings are: Tuesday, February 9, 2021 Workshop Meeting @ 4 PM (via Zoom) Tuesday, February 16, 2021 Regular Town Board Meeting @ 7 PM (via Zoom) On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, the Regular Town Board Meeting was adjourned at 8:01 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Respectfully submitted, Barbara Genier, Town Clerk Resolution No. 2021 - EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ACKNOWLEDGING THAT THE TOWN BOARD CONDUCTED A PUBLIC HEARING TO ENCOURAGE PUBLIC COMMENT ON IRONDEQUOIT’S COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM (CDBG) At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February 2021 at 7:00 P.M. local time there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney to the Town Town Board Member ___________________ offered the following resolution and moved its adoption: WHEREAS, the Town of Irondequoit is a Community Development Block Grant (CDBG) entitlement community and, as such, receives an annual block grant from the U.S. Department of Housing and Urban Development (HUD); and WHEREAS, the Town of Irondequoit’s CDBG Citizen Participation Plan requires the Town Board to conduct a public hearing in January or February of each year to encourage residents to comment on the activities funded through the Town’s CDBG program, including the performance of sub-recipients and contractors, and to suggest additional needs or activities to be considered for funding in future years; and WHEREAS, the Town published notice of the required public hearing on January 28, 2021 and held the public hearing on February 16, 2021; NOW, THEREFORE, BE IT RESOLVED, that the Town Board acknowledges that on February 16, 2021 it conducted a duly noticed public hearing to receive comment on CDBG activities and potential activities in accordance with its Citizen Participation Plan. This resolution shall take effect immediately upon its adoption. Seconded by Town Board Member ___________________________and duly put to vote, which resulted as follows: Town Board Member Wehner voting_________________ Town Board Member Perticone voting_________________ Town Board Member Romeo voting_________________ Town Board Member Freeman voting_________________ Town Supervisor Seeley voting_________________ Resolution No. 2021-_____ EXTRACT OF MINUTES OF MEETING OF TOWN BOARD APPROVING THE EXTENSION OF THE CONSOLIDATED SEWER DISTRICT TO INCLUDE 688 SENECA RD At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York, held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit on the 16th day of February, 2021 at 7:00 p.m.; there were PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member ___________________ offered the following resolution and moved its adoption: WHEREAS, the Town Board of the Town of Irondequoit proposes to extend the Consolidated Sewer District to 688 Seneca Rd, Tax ID No. 077.12-1-17.3; and WHEREAS, the Town Board determines that extension of sewer services to 688 Seneca Rd is a Type II action pursuant to 6 NYCRR § 617.5(c)(13) (extension of utility services in approved subdivision) and therefore no further review pursuant to the New York State Environmental Quality Review Act is required (6 NYCRR § 617.5(a)); and WHEREAS, the Town Board of the Town of Irondequoit at a Regular Meeting January 19, 2021 called for a public hearing to be held on February 16, 2021 at 7:36 p.m., and all interested parties who wished to speak were heard on that date; and WHEREAS, the Town Board finds that (i) notice of the public hearing was published and posted as required by law, and is otherwise sufficient; (ii) that the petition for said extension was signed, and authorized or proved or authenticated as required by law and is otherwise sufficient; (iii) that all property and property owners within the proposed extension are benefitted thereby; (iv) that all property and property owners benefitted are included within the extension; and (v) that such extension is in the public interest. NOW, THEREFORE, BE IT RESOLVED that the Town Board hereby approves the extension of the Consolidated Sewer District to include 688 Seneca Rd, the total construction costs of which shall be paid for by the owner of 688 Seneca Rd., Tax ID No. 077.12-1-17.3. Seconded by Town Board Member __________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting __________ Town Board Member Perticone voting __________ Town Board Member Romeo voting __________ Town Board Member Freeman voting __________ Town Supervisor Seeley voting __________ Resolution No. 2021- __________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION APPROVING A SPECIAL USE PERMIT FOR 1825 E. RIDGE ROAD IN THE M – MANUFACTURING DISTRICT At the regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February 2021 at 7:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member _____________________offered the following resolution and moved its adoption: WHEREAS, Jenny Le has submitted an application to obtain a special use permit at 1825 E. Ridge Road in an M - Manufacturing District to occupy the second floor as an apartment and the first floor as a professional/personal service shop, which requires a special use permit pursuant to section §235-36.1(J) of the Town of Irondequoit Code; WHEREAS, the Application was reviewed and discussed at the Town Planning Board Meeting held on January 25, 2021 and the Town Planning Board issued comments and a report on the issuance of a Special Use Permit to the Town Board dated January 26, 2021 recommending a positive referral for the Special Use Permit recommending the building comply with current fire codes and an application for Site Plan Review is made to the Planning Board for approval; and WHEREAS, a public hearing was held by the Town Board, pursuant to Section 274-b of New York State Town Law, on February 16, 2021 at the Irondequoit Town Hall, 1280 Titus Avenue, in the Town of Irondequoit, New York, at 7:37pm, where the facts in support of the requested Special Use Permit were presented and where public input was received and thereafter the public hearing was closed (the “Public Hearing”); and WHEREAS, pursuant to the New York State Environmental Quality Review Act and its implementing regulations (collectively, “SEQRA”), the Special Use Permit is classified as a Type II Action pursuant to 6 NYCRR § 617.5(c)(18) (reuse of a residential or commercial structure, or of a structure containing mixed residential and commercial uses, where the residential or commercial use is a permitted use under the applicable zoning law or ordinance, including permitted by special use permit, and the action does not meet or exceeds any of the thresholds in section 617.4 of this Part) and no SEQRA review is required. NOW, THEREFORE, BE IT RESOLVED, that the Town Board hereby approves the Special Use Permit for the occupancy of the second floor as an apartment and first floor as a professional/personal service shop as described herein; and NOW, THEREFORE, BE IT FURTHER RESOLVED, this approval is subject to the conditions recommended by the Planning Board that the building comply with current fire codes and that the applicant apply to the Planning Board for Site Plan approval. This resolution shall take effect immediately. Seconded by the Town Board Member ______________________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting _______ Town Board Member Perticone voting _______ Town Board Member Freeman voting _______ Town Board Member Romeo voting _______ Town Supervisor Seeley voting _______ 1280 TITUS AVENUE • ROCHESTER , NEW YOR K 14617 • PHONE: (585) 336 -6017 WWW.IRONDEQUOIT.ORG TO: The Honorable Town Board FROM: Kerry Ivers, Director of Development Services Division of Planning & Zoning DATE: January 26, 2021 SUBJECT: SPECIAL USE PERMIT – 1825 E. Ridge Road. At their regularly scheduled meeting on Monday, January 25, 2021, the Planning Board reviewed the matter by Jenny Le, for a SPECIAL USE PERMIT, to occupy the second floor as an apartment, on premises 1825 E. RIDGE ROAD, in an M – Manufacturing District. On Motion by Board Member Richards; Seconded by Board Member Palermo; Motion Carried: 7 Aye, 0 Nay, 0 Absent, 0 Abstained. The Planning Board offered a POSITIVE REFERRAL to the Town Board, with the following recommendations: • The building complies with current fire codes. • Make application for Site Plan approval to the Planning Board. KI/mkn Resolution No. 2021- __________ EXTRACT OF MINUTES OF A REGULAR MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE HIRING OF A PROVISIONAL DIRECTOR OF INFORMATION SERVICES At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February 2021, at 7:00 P.M. local time: there were PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member _____________________offered the following resolution and moved its adoption: WHEREAS, due to a resignation, there is a vacancy for a Director of Information Services; and WHEREAS, the Town Supervisor, after considerable review, is recommending that Kevin LaBarr be hired to fill this position; and WHEREAS, this is a provisional position and when the Civil Service Examination is held this candidate must take and score within the top three in order to qualify and comply with Civil Service Rules. NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the hiring of Kevin La Barr as a provisional Director of Information Services at an annual salary of $86,000 to be paid from budget code 001.1680.0100.1100. This resolution shall take effect on date of hire on April 1, 2021. Seconded by the Town Board Member ______________________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting _______ Town Board Member Perticone voting _______ Town Board Member Romeo voting _______ Town Board Member Freeman voting _______ Town Supervisor Seeley voting _______ Resolution No. 2021- __________ EXTRACT OF MINUTES OF A REGULAR MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE PROVISIONAL APPOINTMENT OF A CODE COMPLIANCE INSPECTOR At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February 2021, at 7:00 P.M. local time: there were PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member _____________________offered the following resolution and moved its adoption: WHEREAS, a grant was awarded to the Town of Irondequoit to fund for 2 years a full time Code Compliance Inspector to focus on investigating and monitoring known or suspected vacant properties located in Irondequoit that violate town codes; and WHEREAS, after numerous interviews the Director is recommending that Mark Cannon be appointed to this provisional position; and WHEREAS, Mark is currently a part time Code Enforcement Officer with the Town and is currently certified as a Code Enforcement Officer by the New York State Department of State. NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the provisional appointment of Mark Cannon as a Code Compliance Inspector at an hourly rate of $22.22 to be paid from a grant awarded to the Town and allocated to budget code 001.3620.0100.1100.3620. This resolution shall take effect on February 22, 2021. Seconded by the Town Board Member ______________________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting _______ Town Board Member Perticone voting _______ Town Board Member Romeo voting _______ Town Board Member Freeman voting _______ Town Supervisor Seeley voting _______ Resolution No. 2021- __________ EXTRACT OF MINUTES OF A REGULAR MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE HIRING OF A PROVISIONAL COMMUNICATIONS ASSISTANT At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February 2021, at 7:00 P.M. local time: there were PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member _____________________offered the following resolution and moved its adoption: WHEREAS, due to a resignation there is a need to hire a Communications Assistant; and WHEREAS, this is a Competitive Civil Service Title and once the examination is held Michael Moss will participate in the exam and must score within the top three in order to remain in this position; and WHEREAS, after numerous interviews the Supervisor is recommending that Michael Moss be appointed to this provisional position; and NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the appointment of Michael Moss as a provisional Communications Assistant at an annual salary of $38,000. to be paid from budget code 001.7989.0100.1100. This resolution shall take effect on date of hire, February 22, 2021. Seconded by the Town Board Member ______________________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting _______ Town Board Member Perticone voting _______ Town Board Member Romeo voting _______ Town Board Member Freeman voting _______ Town Supervisor Seeley voting _______ Resolution No. 2021- __________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD MEETING ADOPTING A RESOLUTION AUTHORIZING ATTENDANCE TO THE 2021 NEW YORK STATE CHILD PASSENGER SAFETY TECHNICAL CONFERENCE At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February 2021, at 7:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member _____________________offered the following resolution and moved its adoption: WHEREAS, it is requested that Officer Jonathan Lawton attend the 2021 New York State Child Passenger Safety Technical Conference being offered by the New York State Governor’s Traffic Safety Committee in Saratoga Springs, New York, beginning September 8, 2021 and ending September 10, 2021; and WHEREAS, funding for this conference is available in the 2021 Police Department budget, Account 001-3120-4100. Approximate cost to the Town will be $100.00, with the remaining costs for registration and lodging to be covered through a grant administered by the Monroe County Office of Traffic Safety. NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes Officer Jonathan Lawton to attend the 2021 New York State Child Passenger Safety Technical Conference being offered by the New York State Governor’s Traffic Safety Committee in Saratoga Springs, New York, beginning September 8, 2021 and ending September 10, 2021. This resolution shall take effect immediately upon its adoption. Seconded by the Town Board Member ______________________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting_____________ Town Board Member Perticone voting_____________ Town Board Member Romeo voting_____________ Town Board Member Freeman voting_____________ Town Supervisor Seeley voting_____________ TOP _(#tops_ 2021 NYS Child Passenger Safety Technic... YORK STATE Governor's Traffic Safety Committee (/) SEP — SEP 2021 NYS Child Passenger Safety Technical 08 - 10 Conference 2021 — 2021 TOP (#toP)_ 2021 NYS Child Passenger Safety Technic... Agenda: Coming soon. Please check back for updates. Date: Wednesday, September 8 - Friday, September 10 Location: Saratoga Springs City Center, 522 Broadway, Saratoga Springs, NY 12866 Registration: Registration for the conference will be $200 per person and will include access to all exhibitors and presentations, a Welcome Reception on Wednesday night, breakfast and lunch on Thursday, and breakfast on Friday morning. Lodging: The lodging reservation system is not yet open, but will be available free of charge to certified CPS technicians & instructors in good standing at the following locations: The Saratoga Hilton (https://www.hilton.com/en/hotels/albsahf-the-saratoga-hilton/?SEO id=GMB-HI- ALBSAHF) 534 Broadway Saratoga Springs, NY 12866 Courtyard by Marriott Saratoga Springs (https://www.rnarriott.cornlhotels/travel/all ss-courtyard- saratoga-springs/?scid=bb1a189a-fec3-4d19-a255- 54ba596febe2&y source=1 MjgxODk2Ni03MTUtbG9f"'XRpb24uZ29vZ2xlX3dlYnNpdGVfb3ZIcn4ZGU=) 11 Excelsior Ave Saratoga Springs, NY 12866 Hampton Inn & Suites Saratoga Springs Downtown (https://www.hilton.com/en/hotels/albsphx- hampton-suites-saratoga-springs-downtown/?SEGO id=GMB-HP-ALBSPHX) 25 Lake Ave Saratoga Springs, NY 12866 TOP _(#tops. 2021 NYS Child Passenger Safety Technic... Governor's Traffic Safety Committee Accessibility Contact Disclaimer Freedom of Information Law (FOIL) Language Access Partners Pressroom Privacy Policy Site Map CONNECT WITH US f FACEBOOK O INSTAGRAM LINKEDIN Resolution No. 2021- __________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING ATTENDANCE TO THE 46TH ANNUAL STATE OF NEW YORK POLICE JUVENILE OFFICERS ASSOCIATION CONFERENCE At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February 2021, at 7:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member _____________________offered the following resolution and moved its adoption: WHEREAS, at the May 19, 2020 regular Town Board Meeting, the Town Board approved the attendance of Investigator Christopher Soprano to the 45th Annual Training Conference being offered by the State of New York Police Juvenile Officers Association which was to be held in Lake George, New York from August 30, 2020 to September 4, 2020. However, due to the Covid-19 pandemic, the conference was cancelled and rescheduled for August 30, 2021 to September 4, 2021; and WHEREAS, it is requested that Investigator Christopher Soprano attend the re-scheduled 46th Annual Training Conference being offered by the State of New York Police Juvenile Officers Association in Lake George, New York, beginning August 30, 2021 and ending September 3, 2021; and WHEREAS, funding for this conference is available in the 2021 Police Department budget, Account 001-3120-4100. Approximate cost will be $1,208.00. NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes Investigator Christopher Soprano to attend the 46th Annual Training Conference being offered by the State of New York Police Juvenile Officers Association in Lake George, New York, beginning August 30, 2021 and ending September 3, 2021. This resolution shall take effect immediately upon its adoption. Seconded by the Town Board Member ______________________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting_____________ Town Board Member Perticone voting_____________ Town Board Member Romeo voting_____________ Town Board Member Freeman voting_____________ Town Supervisor Seeley voting_____________ 1/21/2021 C State of New York Police Juvenile Officers Association - 46th Annual 2021 SNYPJOA Conference Q Enter search string State of New York Police Juvenile Officers Association Inc. New Yorks Juvenile Officer and School Resource Officers Association Back 40th Annual 2021 aNY}.'.JOA Start 08/30/2021 08:30 End 09/03/2021 17:00 Location Fort William Henry Conference Center - Lake George NY Registration • Member Pricing — $200.00 Discounted pricing for members in good standing as an active member of the Association • Non -Member Pricing — $275.00 Registration Fee for attendance to Conference Register 2021 Annual Conference Courses being offer are Basic Juvenile Police Officers Course Basic School Resource Officers Course Advanced Juvenile Police Officers Course Advanced School Resource Officers Course Continuing Education - Workshop Series 1971 Western Avenue, PMB 104 Albany, NY 12203 (518) 456-0704 FAX (518) 456-0561 Add to my calendar in https://sonypjoa20.wildapricot.org/event-3922317 1/1 Resolution No. 2021- __________ EXTRACT OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION APPROVING ABOLISHMENT AND ESTABLISHMENT OF TRAFFIC CONTROL DEVICES At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February 2021 at 7:00 P.M. local time; there were PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member _____________________offered the following resolution and moved its adoption: WHEREAS, requests from Monroe County Department of Transportation were received by the Town Clerk’s office proposing the ratification of the abolishment and establishment of traffic control devices within the Town of Irondequoit, pursuant to authority granted by Sections 1651 and 1652-a of the New York State Vehicle and Traffic Law; and WHEREAS, the traffic control devices at issue concerned the intersection of Portland Avenue and Buell Drive, and the Town has been informed that Rochester General Hospital has eliminated a driveway to its premises, and removed a traffic signal and markings for a left turn lane, replacing the signal and markings with stop signs; and WHEREAS, the Town Board determines that the abolishment and establishment of a traffic control device is a Type II action pursuant to 6 NYCRR § 617.5(c)(16) (installation of traffic control devices on existing streets, roads and highways) and therefore no further review is needed pursuant to the New York State Environmental Quality Review Act (6 NYCRR § 617.5(a)); and WHEREAS, Monroe County is responsible for the installation, maintenance and removal of said devices. NOW, THEREFORE BE IT RESOLVED, that the Town Board of the Town of Irondequoit approves and ratifies, in accordance with the New York State Manual of Uniform Traffic Control Devices, the abolishment of the following traffic control devices: SIGN TYPE/DIRECTION LOCATION Signal Portland Avenue and Buell Drive Left Only/Northbound Portland Avenue and Buell Drive AND BE IT FURTHER RESOLVED, that the Town Board of the Town of Irondequoit approves and ratifies, in accordance with the New York State Manual of Uniform Traffic Control Devices, the establishment of the following traffic control devices: SIGN TYPE/DIRECTION LOCATION Stop/Westbound Buell Drive @ Portland Avenue Center Lane Must Turn Left Only/Northbound & Southbound Portland Avenue – City Line to Buell Drive This resolution shall take effect immediately upon adoption. Seconded by the Town Board Member ______________________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting _______ Town Board Member Perticone voting _______ Town Board Member Romeo voting _______ Town Board Member Freeman voting _______ Town Supervisor Seeley voting _______ Department of Transportation Monroe County, New York Adam J. Bello James R. Pond, P.E., PTOE County Executive Director January 7, 2021 Barbara Genier, Town Clerk Town of Irondequoit 1280 Titus Avenue Rochester, New York 14617 RE: TRAFFIC CONTROL DEVICE ABOLISHMENT ORDINANCE Dear Ms. Genier: The County of Monroe Department of Transportation, pursuant to authority granted by Sections 1651 and 1652-A of the New York State Vehicle and Traffic Law, does hereby request the abolishment of the following traffic controls. SIGN TYPE/DIRECTION LOCATION Signal Portland Avenue and Buell Drive Left Only/Northbound Portland Avenue and Buell Drive Please have your Town Board pass an appropriate ordinance for this regulation at your earliest convenience. The Monroe County Department of Transportation is removing the above traffic control devices in accordance with the National Manual of Uniform Traffic Control Devices. James R. Pond, P.E., PTOE Town Clerk Date Director of Transportation Town of Irondequoit Please sign, date and return this form and a copy of the ordinance to the Monroe County Department of Transportation as soon as possible. JRP: j cp cc: D. Wiegand File H:\Sub\T\TRAFFIC CONTROL ORDINANCE \ abolishment master.doc 50 West Main Street • Suite 6100 City Place Building • Rochester, New York 14614-1231 (585) 753-7720 • fax: (585) 753-7730 • www.monroecounty.gov • email: mcdot@monroecounty.gov Department of Transportation Monroe County, New York Adam J. Bello James R. Pond, P.E., PTOE County Executive Director January 7, 2021 Barbara Genier, Town Clerk Town of Irondequoit 1280 Titus Avenue Rochester, New York 14617 RE: TRAFFIC CONTROL DEVICE ESTABLISHMENT ORDINANCE Dear Ms. Genier: The County of Monroe Department of Transportation, pursuant to authority granted by Sections 1651 and 1652-a of the New York State Vehicle and Traffic Law, does hereby request the establishment of the following traffic controls. SIGN TYPE/DIRECTION LOCATION Stop/Westbound Buell Drive @ Portland Avenue Center Lane Must Turn Left Only/Northbound & Southbound Portland Avenue - City Line to Buell Drive Please have your Town Board pass an appropriate ordinance for this regulation at your earliest convenience. The Monroe County Department of Transportation is installing the above traffic control devices in accordance with the National Manual of Uniform Traffic Control Devices and New York State Supplement to establish the above regulation. � . � f?-frt9 James R. Pond, P.E., PTOE Director of Transportation Town of Irondequoit Town Clerk Date Please sign, date and return this form and a copy of the ordinance to the Monroe County Department of Transportation as soon as possible. cc: D. Wiegand File H:\Sub\T\TRAFFIC CONTROL ORDINANCE \ establishment master.doc 50 West Main Street • Suite 6100 City Place Building • Rochester, New York 14614-1231 (585) 753-7720 • f t : (585) 753-7730 • www.monroecounty.gov • email: mcdot@monroecounty.gov Resolution No. 2021-____________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD MEETING ADOPTING A RESOLUTION AUTHORIZING THE APPROVAL FOR EDUCATIONAL EXPENSES At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February 2021 at 7:00 P.M. local time; there were PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter, Secrest & Emery LLP Attorney for the Town Town Board member______________________offered the following resolution and moved its adoption: WHEREAS, pursuant to the current contract between the Town of Irondequoit and the Nightstick Club P.B.A., Article 15, Section 15.1 and 15.2, ratified on March 13, 2020, it is requested that the Town Board approve Sergeant Jason Murphy to enroll in Utica College’s Master of Science Cybersecurity program and to register for the Foundations in Cyber Security class. WHEREAS, upon the successful completion of Foundations in Cyber Security, the Town shall reimburse Sergeant Jason Murphy 80% of the tuition, technology fee and required textbook(s) cost per said contract. Said expenses are expected to be approximately $2,416.50. WHEREAS, funding for this expense is available in account 001-3120-4100. NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the enrollment of Sergeant Jason Murphy in Utica College’s Master of Science Cybersecurity program, and that upon successful completion of the above class, Sergeant Jason Murphy be reimbursed 80% for tuition, technology fee and required textbook(s) cost per the current contract between the Town of Irondequoit and the Nightstick Club P.B.A., Article 15, Section 15.1 and 15.2, ratified on March 13, 2020. This resolution shall take effect immediately upon its adoption. Seconded by Town Board member __________________________and duly put to vote, which resulted as follows: Town Board Member Wehner voting_________________ Town Board Member Perticone voting_________________ Town Board Member Romeo voting_________________ Town Board Member Freeman voting_________________ Town Supervisor Seeley voting_________________ 1/31/2021 Online Master's in Cybersecurity 1 M.S. Degree 1 Utica the opt -in ch ck<eca. Message %1r d d l:ri ri:lLes may apply/. Privacy and 1erres. REQUEST INFO MAT ON Ears $150,000+ on the Front Lines of Data Security As a leac c er in economic crime 'programs for more than 25 years, Utica esignec the online master's in cyaersecurity program to com Dine tate-of-the-art practices in intelligence, forensics, and cyber .perations. This 30 -credit program offers a carefully created curriculum that will give you the technical ability to orotect sensitive systems from the criminals determined to corrupt them while providing soft skills like critical thinking, ethics, and decision -making vital to success in the field. The M.S. in Cybersecurity degree also features seven career -focused soeciali ations to enhance your skill set. Specialization o otions include: Computer Forensics Cyber Operations Cyber Policy Data Analytics Electronic Crime https://programs.online.utica.edu/programs/masters-cybersecurity?cmgfrm=https%3A//www.bing.com/ 4/14 1/31/2021 Online Master's in Cybersecurity 1 M.S. Degree! Utica intelligence tvlalware Analysis You'll also participate in a two-day online virtual residency during which you'll interact with your professors and classmates and worK together in a truly immersive experience. 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Prepare for In -Demand Cybersecurity Careers The top 10 percent of Information Security Analysts earned more than $158,860 in 2019, with the number of job opportunities expected to grow 32 percent through 2028.1 With your online master's in cybersecurity, you'll be ready to join the top tier of https://programs.online.utica.edu/programs/masters-cybersecurity?cmgfrm=https%3A//www.bing.com/ 5/14 1/31/2021 Online Master's in Cybersecurity 1 M.S. Degree 1 Utica this workforce and earn more while making an impact on data security. Cybersecurity is always evolving. Working IT security professionals who have theoretical and foundational knowledge from the online master's in cybersecurity program and practical network and security skills have an advantage in the field over those without both. Cybersecurity professionals must stay up-to-date on vulnerabilities, exploits, and incoming attacks. Job responsibilities might also include: Serving as the primary point -of -contact for all management and technical areas in response to zero -day attacks. Deploying internetworking technologies such as firewalls, intrusion detection systems, intrusion prevention systems, and virtual private networks (VPNs) to improve the organization's external security posture. Collaborating with the program and technical leadership team to evaluate staffing requirements for current and emerging projects. Sustaining mission -critical and business -critical requirements, managing ad hoc triage and response teams internally and on coordinated inter - department or inter -agency cyber threat responses. Developing and maintaining complex and risk -adjusted project schedules and complete detailed variance analyses. JOBS AND INCOME Curriculum: Take the Next Step Toward Certification https://programs.online.utica.edu/programs/masters-cybersecurily?cmgfrm=https%3A//www.bing.com/ 6/14 1/31/2021 Online Master's in Cybersecurity 1 M.S. Degree 1 Utica The master's in cybersecurity online program gives you advanced knowledge and hands-on experience in intelligence, critical infrastructures, and investigative principles as they relate to cybercrime. Master the technical skills you'll need on the job and prepare for industry certifications like CompTIA A+ and Security+. Because Utica is a CompTIA academic partner, you'll also receive a discount on certain exams. EXPLORE COURSES Available Specializations hftpsJ/programs.online.utica.edu/programs/anasters-cybersecurity?cmgfrm=https%3AI/www.bing.com/ 7/14 1/31/2021 Online Master's in Cybersecurity 1 M.S. Degree 1 Utica As a student, you'll choose one of seven specializations. Each is designed to provide the most up-to-date knowledge and skill sets so you can hit the ground running in the industry segment of your choice. Debating Between Two or More Specializations? Use our compare programs feature to see differences and similarities easily and find the right option for your career goals. Master of Science in Cybersecurity - Computer Forensics Pursue your passion for collecting and preparing evidence for computer crimes such as fraud, child pornography and cyber espionage with courses that emphasize a comprehensive understanding of the forensic tools and techniques used to investigate and analyze network - related incidents and preserve digital evidence. LEARN MORE > 1 of 7 Programs Master of Science in Cybersecurity - Cyber Operations Gain the critical knowledge needed through a hands-on, lab -oriented curriculum that includes a.n in-cPoth examination of cyber tactics, techniques, and procedures, so you can better protect and defend organizations from cyber attacks. LEARN MORE > https://p rag rams.o n I ine.utica. ed uiprogra ms/mas tars-cybersecuri ty?cmgfrrn=h ttps%3N/www, bi n g.com/ 8/14 1/31/2021 Online Master's in Cybersecurity 1 M.S. Degree 1 Utica Admission Requirements Taking the next step in your cybersecurity career with Utica College is simple. Previous cybersecurity work experience is recommended but not required. To apply, you'll need: Completed application Bachelor's degree with a minimum GPA of 3.0 Two letters of recommendation Transcripts from all previous colleges and universities attended Personal statement Resume Don't have a bachelor's degree? Consider Utica's B.S. in Cybersecurily program. GET STARTED Tuition and Financial Aid -his 30-crec it Grogram costs ` dec icatec to making an ac affordaole ano X895 vancec oer crec it hour. Utica College is ec ucat.ion accessi offers many avenues for financial aic ale and LEARN MORE https://programs.online.utica.edu/programs/masters-cybersecurity?cmgfrm=https%3A//www.bing.com/ 9/14 Summer 2021 • CYB 641 Computer and Network Operations Perform studies of attack and defense methods in the cyber environment and loam about the intricacies of vulnerability assessment, penetration testing, and system exploitation. Prerequisites: CYB 605. CYB 610, CYB 633 and CYB 673, or permission of instructor CYB 610 Cyber Intelligence 3 Explore foundational concepts and processes in the sub -discipline of cyber intelligence. Spring 2022 CYBER OPERATIONS SPECIALIZATION TOTAL HOURS: • CYB 640 Tactics, Techniques, and Procedures Explore the ethical, technical, and legal fundamentals associated with cyber operations_ Prerequisites: CYB 605, CYB 610, CYB 633, and CYB 673 or permission of instructor 3 CYB 641 Computer and Network Operations Perform studies of attack and defense methods in the cybor environment and learn about the intricacies of vulnerability assessment, penetration testing, and system exploitation. Prerequisites: CYB 605, CYB 610, CYB 633 and CYB 673, or permission of instructor 3 Jason Murphy From: Jason Murphy <jpmurphy1@utica.edu> Sent: Friday, January 22, 2021 2:17 PM To: Jason Murphy Subject: Fwd: Class Structure Forwarded message From: Spencer Aldridge <smaldrid@utica.edu> Date: Fri, Jan 22, 2021 at 2:13 PM Subject: Re: Class Structure To: Jason Murphy <ipmurphyi@utica.edu> Hi Jason, Here is the plan of study I have for you as well as the class names. I hope this helps. Let me know if you have any other questions. Thanks! Recommended Plan of Study Student Name: Banner ID: Semester & Term Spring 2021 D1 Spring 2021 D2 Summer 2021 D1 Summer 2021 D2 Fall 2021 D1 Fall2021 D2 Winter Break 21-22 Spring 2022 D1 Spring 2022 D2 Summer 2022 D1 Summer 2022 D2 Fall 2022 D1 Fall 2022 D2 Course Numbers Core Courses CYB 605 & 995 CYB 610 CYB 673 CYB 633 CYB 695 CYB 696 Murphy, Jason 000484114 Courses CYB 505 CYB 505 CYB 605 & 995 CYB 610 CYB 673 CYB 633 Winter Break CYB 640 CYB 641 CYB 642 CYB 643 & CYB 649 CYB 695 CYB 696 and Names Principles of Cybersecurity & Virtual Residency Cyber Intelligence Principles of Cybercrime Investigations Critical National Infrastructures and National Security Capstone Part I Capstone Part 11 Cyber Operations Specialization Courses CYB 640 Tactics, Techniques and Procedures 1 CYB 641 CYB 642 CYB 643 or CYB 649 Computer and Network Operations Access Methods and Data Hiding Autonomous Cyber Operations Advanced Topics in Cyber Operations On Thu, Jan 21, 2021 at 4:12 PM Jason Murphy <lpmurphyl@utica.edu> wrote: Good afternoon Spencer, I am applying for financial assistance for tuition through my employer. I wanted to get an idea of how classes will be structured: Specifically, I am asked to provide how many classes I will take per cal year. Is there a chance you help point me in the right direction? Let me know if you can. Thank you, Jason Murphy Spencer Aldridge Utica College Online Success Coach 315-633-4371 Book an appointment! 2 8613746_1 Resolution No. 2021 - EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE PURCHASE WITH TRADE-IN OF ONE NEW SCAN TOOL TO BE USED BY THE DEPARTMENT OF PUBLIC WORKS At the regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February, 2021 at 7:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member______________________offered the following resolution and moved its adoption: WHEREAS, the Department of Public Works desires to obtain a new Apollo D9 Scan tool with one-year data plan, while trading in an existing Modis Ultra scan tool; and WHEREAS, Pursuant to Town Code Section 51-7, the Town of Irondequoit sought and obtained three written quotes for the purchase of the new scan tool, seeking responses stating whether the seller would accept a trade in of the existing scan tool and requiring the seller to list the amount offered for such trade-in; and WHEREAS, the lowest responsive quote was received from Snap-on Tools for the unit price of $4,495.50, minus a trade in value for the existing scan tool of $2,000, for a total price of $2,495.50; and WHEREAS, funding is available in account #023.5130.2035. NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the purchase of the new Appollo D9 Scan tool with one-year data plan from Snap-On Tools in the amount of $2,495.50, such price reflecting a trade in to Snap-On Tools of the existing scan tool. AND BE IT FURTHER RESOLVED, that the Town Board authorizes the Town Supervisor to execute any and all documents related to this purchase. This resolution shall take effect immediately upon its adoption. 8613746_1 Seconded by Town Board Member __________________________and duly put to vote, which resulted as follows: Town Board Member Wehner Voting __________________ Town Board Member Perticone Voting __________________ Town Board Member Romeo Voting __________________ Town Board Member Freeman Voting __________________ Town Supervisor Seeley Voting __________________ TOWN OF IRONDEQUOIT "Where the land and waters meet." Est. 1839 Quotation Log Department: Public Works - Highway Date: 1-19-21 The following is a summary of quotations obtained for the listed items not subject to competitive bidding (per GML 103) and in accordance with GML 104-B. Bid award is circled. Vendor Snap -on tools Matthew Carey 921 Pixley Rd Rochester, NY 14624 Phone Number: 585-507-2224 Item Description Apollo D9 scan tool with 1 year dataplan Trade in on our Modis Ultra scan tool Date Required: Quantity 1-19-21 Unit Price Total 1 4495.50 4495.50 -2000.00 -2000.00 2495.50 Vendor Item Description Quantity Unit Price Total 2. Snap- on Industrial 3011 IL FTE 176, door 1 Crystal Lake, IL 60014 Apollo D9 scan tool with 1 year dataplan 1 4744.85 No trade in available Phone Number: ' 877-740-1900 3. Vendor MGC Tools LLC Michael Carey 859 Attridge Rd Churchville, NY 14428 Phone Number: 585-690-4629 Obtained By: Item Description Apollo D9 scan tool with 1 year dataplan No trade in available Mark Neumann Quantity Unit Price 1 Total: Total 5894.00 $2495.50 Approved By: Snap -on Tools Quote Quote Date - 1/7/2021 Account Type: RA Invoice #: 010721 f 7196Q Part # Sold By: MATTHEW CAREY Address: 921 PIXLEY RD ROCHESTER, NY 14624 - Phone: 585-507-2224 EESC335EUR 1 APOLLO D9 Notes: Part number is tax Exempt. EESC335HC 1 SPLO D9 FTA 1YR PP PLN CONSIGN Sale Notes: Part number is tax Exempt. BUYBACK -1 TRADE IN Notes: Part number is tax Exempt. Sold To: TOWN OF IRONDEQUOIT Address: 25 KINGS HWYN ROCHESTER, NY 14617 - Phone: 585-336-6090 Tax Exempt #: PO #: QtylDescription 1Line Type Price[ Discount Totall Sale 4,995.00 499.50 4,495.50 14:00:46 Tax 0.00 899.00 899.00 0.00 0.00 Trade In 2,000.00 0.00 -2,000.00 • Wear safety goggles • Use the right tool • Use the tool properly • Maintain the tool regularly SubTotal IRONDEQUOIT, NY 8.00 % Tax Freight Thank You For Your Business AccountType I Previous Balance RA Your Next RA Payment Will Include: Your Agreed Upon Weekly Payment Is: Your Next RA Payment Will Be: 352.25 Purchases 0.00 50.33 50.33 0.00 2,495.50 0.00 0.00 Grand Total 2,495.50 Total[ Payment 2,495.50 2,847.751 0.001 New Balance 2,847.75 For value received, the Purchaser, as continuing security for the repayment of all obligations now or hereafter owing to the Franchisee, including, without [anitatio7 the prompt payment, as and when due, of the purchase price of the PMSI Collateral (as hereinafter defined), and the performance of all of the obligations, covenants ari warranties of the Purchaser to the Franchisee hereunder, hereby grants to the Franchisee a continuing specific and fixed purchase money security interest in all proA ets supplied, sold or provided to the Purchaser by the Franchisee, including the tools listed above, and including all accretions, substitutions, replacements, additions an accessions thereto and all Proceeds thereof (the "PMSI Collateral"). I agree that the Franchisee named above or its assigns shall retain a Purchase Money Security •rest in the PMSI Collateral until I have made all the promised payments, at which time Franchisee's security interest shall be released. If I fail to make any of the payments specified, I agree to return the PMSI Collateral to the Franchisee or its assigns on demand. Until all payments are made, I agree to retain the PMSI Collateral in my possession i good condition and to notify the Franchisee of any changes in employment or home address In the event that I fail to make the promised payments and the Franchisee m t resort to civil litigation to obtain return of or payment for the PMSI Collateral, I shall be held responsible for the costs of such litigation including reasonable attorneys' fees Page 1 of 1 �LHDUSTr11BL Quote Quote Number Quote Date Quote Expiration Contact Nome Email Phone Number Customer BP 201369548 Customer Name IRONDEQUOrT, TOWN OF Sales Rep RINAS, TYLER E Mobile 0 716-264.9786 Email Address Tyler. E.Rinas@snapon.com Submit to Snap -on Industrial 3011 IL RTE 176, Door 1 Crystal Lake, IL 60014 877-740-1900 IMP -000667289 Ship Via 1 -UPS GROUND 1/15/2021 Payment Terms P30 - NET 30 DAYS 3/16/2021 Ship to 201369548 IRONDEQUOrr, TOWN 0 2629 EAST RIDGE ROAD ROCHESTER NY 14622 Bill to 201369547 DO NOT MAIL I RO NDEQU OIT TOWN OF 2629 EAST RIDGE ROAD ROCHESTER NY 14622 Part Number Description quantity List Price Unit Net Price Total EE5C3331FS1 APOLLO 0-8 IN 1 YR FAC SUB 1 $5,095.00 54,033.20 5 33..20 EESP3331F51 APOLLO RENEW 1-YR DATAPLAN 1 5899.00 5711.65 11.65 Total Weight 7.00 Ibs Subtotal $4,744.85 Shipping 50.00 Tax total 50.00 Grand Total 54,744,85 Tax and freight shown are estimates. Applicable tax and freight will be charged to the Customer's account. The sale of product is subject to Snap -on Industrial's standard terms and conditions of sale. Placement of an order is Customer's assent to these terms and conditions and Snap -on hereby objects to any additi and/or different terms which may be contained in any Customer forms or other documents. No such additional terms will be of any force or effect The sale of product is subject to Customer meeting Snap -on Industrial's credit approvals. Financing through Snap -on Credit LLC is available on most purchases Ask your Sales Rep for more information, 'Neese provide vendor and pricing information to customer service on this part number. al Snap -on Tools Invoice Invoice Date - 1/15/2021 11:15:59 MGC TOOLS LLC Sold By: MICHAEL CAREY Address: 859 ATTRIDGE RD CHURCHVILLE, NY 14428- Part # Sold To: TOWN OF IRONDEQUOIT Account Type: Walk-on Address: IRONDEQUOIT, NY Invoice #: 011521o0 1 f Phone: Phone: 585-690-4629 Tax Exempt #: Qt. Description (Line Type PO #: Discount) Total) EESC333EUR 1 APOLLO W/PRE-ACTIVATED EURO Sale 4,995.00 0.00 4,995.00 EESC333V14HC 1 APLO FTA W/1 YR PP PLN CONSIN Sale 899.00 0.00 899.00 Price Tax 399.60 71.92 SubTotal ROCHESTER, NY 8.00 % Tax Freight Grano Total . The Method of calculating tax can vary by tax jurisdiction. You should not assume that multiplying the subtotal by the tax percentage will result in the calculation of the correct tax. 5,894.00 471.52 s 0.00 6,365.52 Page 1 of 1 Resolution No. 2021 - EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER INTO AN INTERMUNICIPAL AGREEMENT WITH EAST IRONDEQUOIT CENTRAL SCHOOL DISTRICT At the regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February, 2021 at 7:00 P.M. local time; there were: PRESENT: David Seeley Patrina Freeman John Perticone Kimie Romeo Peter Wehner Harter Secrest & Emery LLP Town Board Member adoption: Town Supervisor Town Board Member Town Board Member Town Board Member Town Board Member Attorney for the Town offered the following resolution and moved its WHEREAS, the Town owns and maintains a variety of equipment, facilities, grounds and public infrastructure; and WHEREAS, the Town repairs and maintains said equipment, facilities, grounds, and infrastructure by use of Town manpower, machinery, and expertise; and WHEREAS, the Town has the available manpower, machinery, and expertise to provide services to the East Irondequoit Central School District (the "District") for the repair and maintenance of District equipment and infrastructure; and WHEREAS, the District is desirous of contracting with the Town to repair and maintain District equipment, infrastructure, facilities, and grounds on an as -needed basis, including but not limited to: 1. The repair, maintenance, resurfacing, sweeping, and reconstruction of parking lots, travel lanes, and drive lanes involving no substantial changes to the existing facility; and 2. The extension, repair, and maintenance of utilities and their related infrastructure; and 3. The inspection, repair, and servicing of equipment and vehicles; and 4. The maintenance of grounds, including the mowing of fields, trimming of trees, and grounds management (the "Cooperative Services"); and WHEREAS, the Town Board determines that the Cooperative Services are all Type II actions pursuant to 6 NYCRR § 617.5(c)(1) (maintenance or repair involving no substantial changes in an existing structure or facility); (6) (openings for the purpose of repair or maintenance of existing utility facilities); (8) (maintenance of existing landscaping or natural growth); and (11) (extension of utility distribution facilities, including gas, electric, telephone, cable, water and sewer connections to render service in approved subdivisions or in connection with any action on this list) and therefore no further review is needed pursuant to the New York State Environmental Quality Review Act (6 NYCRR § 617.5(a)); and WHEREAS, Article 5-G, Section 119-o of the General Municipal Law specifically authorizes municipal corporations and school districts to enter into intermunicipal cooperative agreements. NOW THEREFORE BE IT RESOLVED, that the Town Board authorizes the Supervisor to enter into an intermunicipal agreement with the East Irondequoit Central School District to perform the Cooperative Services in such form as approved by the Attorney for the Town. This resolution shall take effect immediately upon its adoption. Seconded by Town Board Member and duly put to vote, which resulted as follows: Town Board Member Wehner voting Town Board Member Perticone voting Town Board Member Romeo voting Town Board Member Freeman voting Town Supervisor Seeley voting INTERMUNICIPAL AGREEMENT FOR COOPERATIVE SERVICES THIS AGREEMENT, made and entered into this day of 2021, between the TOWN OF IRONDEQUOIT, a municipal corporation, having its offices at 1280 Titus Avenue, Rochester, New York 14617 (the "Town") and the East Irondequoit Central School District, having offices at 600 Pardee Road, Rochester, New York 14609 (the "District"). WITNESSETH: WHEREAS, the Town owns and maintains a variety of equipment, facilities, grounds and public infrastructure; and WHEREAS, the Town repairs and maintains said equipment, facilities, grounds, and infrastructure by use of Town manpower, machinery, and expertise; and WHEREAS, the Town has the available manpower, machinery, and expertise to provide services to the District for the repair and maintenance of District equipment and infrastructure; and WHEREAS, the District on occasion wishes to repair and maintain District equipment, grounds and infrastructure, and desires to contract with the Town for the purpose of obtaining such services on an on -call and as needed basis; and WHEREAS, Article 5-G, Section 119-0 of the General Municipal Law specifically authorizes municipal corporations and school districts to enter into intermunicipal cooperative agreements. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the District and the Town agree as follows: 1. Scope of Services: The Town hereby agrees to provide services to repair and maintain certain District equipment, infrastructure, and grounds on an on -call and as -requested basis (each provision of a service, a "Project"), including to: a. Repair, maintain, resurface, sweep, and reconstruct parking lots, travel lanes, and drive lanes involving no substantial changes to the existing facility; and b. Extend, repair, and maintain utilities and their related infrastructure; and c. Inspect, repair, and service equipment and vehicles; and 1 9626668_1 d. Maintain grounds, including the mowing of fields, trimming of trees, and grounds management. 2. Payment for Services: The District hereby agrees to pay the Town for all of its expenses incurred in performing a Project hereunder, including but not limited to the pro -rata cost of the Town employees' fringe labor rate, equipment fees and equipment rates, flat fees and/or tipping fees customarily charged by the Town for any of the Projects contemplated hereunder, and other costs and changes. The District shall pay the Town within thirty (30) days from the date the Town delivers an invoice for any work performed under this Agreement. The Commissioner of Public Works/Superintendent of the Highway will work directly with the Deputy Superintendent, John Abbott, of the District with regard to the scheduling, budgeting, and performance of all work under this contract. 3. Term: This Agreement shall commence on the day it is fully executed by both parties and end three (3) years thereafter. Either party, upon ninety (90) days written notice to the other, may terminate this Agreement. 4. Insurance: Both the Town and the District do hereby agree to obtain and thereafter continue to keep in full force and effect as part of its general liability insurance, public liability insurance relative to this Agreement during all phases of the performance of the various provisions of work to be performed herein. 5. Indemnification: To the extent required by N.Y. Gen. Mun. Law § 119-o(3)(b) and subject to the each party's obligation to indemnify the other under this Section, the District shall be liable and responsible to the Town for any loss of or damage to equipment employed in provision of a Project or use of supplies upon provision of such Project under this Agreement. The District and the Town agree that each will perform their duties and/or exercise their rights under this agreement in such a manner as not to create an unreasonable risk of liability or damage to the other or third parties, and that the District and the Town at all times shall maintain their property and equipment in a reasonably safe condition and neither party shall assume such obligation for the other. The Town shall indemnify and hold harmless the District from any and all claims, damages, liabilities or expenses, including all such claims, damages, liabilities or expenses asserted by third parties, to the extent arising out of the Town's negligence as adjudicated in a final judgment of a court of competent jurisdiction, relating to, or concerning a Project or this Agreement. The District shall indemnify and hold harmless the Town from all other claims, damages, liabilities or expenses, including all other claims, damages, liabilities or expenses asserted by third parties, to the extent arising out of the District's negligence as adjudicated in a final judgment of a court of competent jurisdiction, relating to, or concerning a Project or this Agreement. 6. Authority for Execution on Behalf of the Town: The Supervisor has executed this Agreement pursuant to a resolution adopted by the Town Board of the Town of Irondequoit, at a meeting held on February , 2021, and David Seeley, Supervisor, whose signature appears 2 9626668_1 hereafter, is duly authorized and empowered to execute this instrument and enter into such an agreement on behalf of the Town. This instrument may be executed in duplicate. 7. Authority for Execution on Behalf of the District: The District has executed this Agreement pursuant to a resolution adopted by the Board of Education, at a meeting held on February , 2021, and Mary Grow, Superintendent, whose signature appears hereafter, is duly authorized and empowered to execute this instrument and enter into such an agreement on behalf of the District. This instrument may be executed in duplicate. 8. Notices: Any and all notices and payments required hereunder shall be addressed as follows, or to such other address as may hereafter be designated in writing by either party hereto: To the Town: To the District: Commissioner of Public Works 2629 E. Ridge Rd. Rochester, New York 14622 Mary Grow, Superintendent East Irondequoit Central School District 600 Pardee Road Rochester, New York 14609 9. Waiver: No waiver of any breach of any condition of the Agreement shall be binding unless in writing and signed by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same. 10. Modification: This Agreement constitutes the complete understanding of the parties. No modification of any provisions thereof shall be valid unless in writing and signed by both parties. 11. Assignment: Neither party may assign this Agreement without prior written consent of the other party. 12. Governing Law: This Agreement, the performance hereunder and all questions relating thereto, shall be construed in accordance with the laws of the State of New York. The parties shall comply with all applicable laws, rules and regulations in all actions taken pursuant to this Agreement. 13. Entire Agreement: This Agreement constitutes the entire agreement between the parties with reference to the subject matter hereof and as of the commencement date it replaces any prior agreement regarding the subject matter. There are no terms, conditions, or obligations 3 9626668_1 other than those contained herein and there are no written or verbal statements or representations, warranties, or agreements with respect to this Agreement which have not been embodied herein. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the dates set forth in the respective acknowledgements below, to be effective for all purposes, however, as of the date first above set forth. TOWN OF IRONDEQUOIT EAST IRONDEQUOIT CENTRAL SCHOOL DISTRICT By: Name: Title: Date: , 2021 By: Name: Mary Grow Title: Superintendent Date: , 2021 4 9626668_1 Resolution No. 2021 - ________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER INTO AN INTERMUNICIPAL AGREEMENT WITH POINT PLEASANT FIRE DISTRICT At the regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February, 2021 at 7:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member______________________offered the following resolution and moved its adoption: WHEREAS, the Town owns and maintains a variety of equipment, facilities, grounds and public infrastructure; and WHEREAS, the Town repairs and maintains said equipment, facilities, grounds, and infrastructure by use of Town manpower, machinery, and expertise; and WHEREAS, the Town has the available manpower, machinery, and expertise to provide services to the Point Pleasant Fire District (the “District”) for the repair and maintenance of District equipment and infrastructure; and WHEREAS, the District is desirous of contracting with the Town to repair and maintain District equipment, infrastructure, facilities, and grounds on an as-needed basis, including but not limited to: 1. The repair, maintenance, resurfacing, sweeping, and reconstruction of parking lots, travel lanes, and drive lanes involving no substantial changes to the existing facility; and 2. The extension, repair, and maintenance of utilities and their related infrastructure; and 3. The inspection, repair, and servicing of equipment and vehicles; and 4. The management and maintenance of facilities and grounds including the mowing of fields, trimming of trees, and grounds management. (the “Cooperative Services”); and WHEREAS, the Town Board determines that the Cooperative Servi ces are all Type II actions pursuant to 6 NYCRR § 617.5(c)(1) (maintenance or repair involving no substantial changes in an existing structure or facility); (6) (openings for the purpose of repair or maintenance of existing utility facilities); (8) (maintenance of existing landscaping or natural growth); and (11) (extension of utility distribution facilities, including gas, electric, telephone, cable, water and sewer connections to render service in approved subdivisions or in connection with any action on this list) and therefore no further review is needed pursuant to the New York State Environmental Quality Review Act (6 NYCRR § 617.5(a)); and WHEREAS, Article 5-G, Section 119-o of the General Municipal Law specifically authorizes municipal corporations and school districts/fire districts to enter into intermunicipal cooperative agreements. NOW THEREFORE BE IT RESOLVED, that the Town Board authorizes the Supervisor to enter into an intermunicipal agreement with the Point Pleasant Fire District to perform the Cooperative Services in such form as approved by the Attorney for the Town. This resolution shall take effect immediately upon its adoption. Seconded by Town Board Member __________________________and duly put to vote, which resulted as follows: Town Board Member Wehner voting _______ Town Board Member Perticone voting _______ Town Board Member Romeo voting _______ Town Board Member Freeman voting _______ Town Supervisor Seeley voting _______ INTERMUNICIPAL AGREEMENT FOR PAVING SERVICES THIS AGREEMENT, made and entered into this , 2021, between the TOWN OF IRONDEQUOIT, a municipal corporation, having its offices at 1280 Titus Avenue, Rochester, New York 14617 (the "Town") and the Point Pleasant Fire District, a fire district, having offices at 257 Kings Highway North, Rochester, NY 14617 (the "District"). WITNESSETH: WHEREAS, the Town owns and maintains a variety of equipment, facilities, grounds and public infrastructure; and WHEREAS, the Town repairs and maintains said equipment, facilities, grounds, and infrastructure by use of Town manpower, machinery, and expertise; and WHEREAS, the Town has the available manpower, machinery, and expertise to provide services to the District for the repair and maintenance of District equipment and infrastructure; and WHEREAS, the District is desirous of contracting with the Town for the purpose of obtaining such services; and WHEREAS, Article 5-G, Section 119-0 of the General Municipal Law specifically authorizes municipal corporations, school districts and fire districts to enter into intermunicipal cooperative agreements. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the District and the Town agree as follows: 1. Scope of Services: The Town hereby agrees to provide services to repair and maintain District equipment, infrastructure, facilities, and grounds on an as -needed basis, including but not limited to: a. The repair, maintenance, resurfacing, sweeping, and reconstruction of parking lots, travel lanes, and drive lanes involving no substantial changes to the existing facility; and b. The extension, repair, and maintenance of utilities and their related infrastructure; and c. The inspection, repair, and servicing of equipment and vehicles; and d. The management and maintenance of facilities and grounds including the mowing of fields, trimming of trees, and grounds management. 6117694_1 2. Payment for Services: The District hereby agrees to pay the Town for all of its expenses incurred in performing the services hereunder, including but not limited to the pro -rata cost of the Town employees' fringe labor rate, equipment fees and equipment rates, flat fees and/or tipping fees customarily charged by the Town for any of the services contemplated hereunder, and other costs and changes. The District shall pay the Town within thirty (30) days from the date the Town delivers an invoice for any work performed under this Agreement. The Commissioner of Public Works/Superintendent of the Highways will work directly with the Point Pleasant Fire District Chairman of Commission at the District with regard to the scheduling, budgeting, and performance of all work under this contract. 3. Term: This Agreement shall commence on the day it is fully executed by both parties and end three (3) years thereafter. 4. Insurance: Both the Town and the District do hereby agree to obtain and thereafter continue to keep in full force and effect as part of its general liability insurance, public liability insurance relative to this Agreement during all phases of the performance of the various provisions of work to be performed herein. 5. Indemnification: Pursuant to N.Y. Gen. Mun. Law § 119-o(3)(b), the District shall be liable and responsible to the Town for any loss of or damage to equipment employed in provision of the services or use of supplies upon provision of such services under this Agreement. The District further agrees to indemnify, defend and hold the Town harmless from and against all liabilities, losses, causes of action, damages, expenses, claims, suits and actions ("Claim") related to the District's and/or the District's representatives, employees, and invitees, and/or the general public's use of the area(s) benefited by this Agreement, except to the extent that any such Claim is caused by the negligence or misconduct of the Town. 6. Authority for Execution on Behalf of the Town: The Supervisor has executed this Agreement pursuant to a resolution adopted by the Town Board of the Town of Irondequoit, at a meeting held on February 16th 2021, David Seeley, Supervisor, whose signature appears hereafter, is duly authorized and empowered to execute this instrument and enter into such an agreement on behalf of the Town. This instrument may be executed in duplicate. 7. Authority for Execution on Behalf of the District: The District has executed this Agreement pursuant to a resolution adopted by the Fire District, at a meeting held on February 3, 2021. Ronald Hoag, Chairman of Commission, whose signature appears hereafter, is duly authorized and empowered to execute this instrument and enter into such an agreement on behalf of the District. This instrument may be executed in duplicate. 8. Notices: Any and all notices and payments required hereunder shall be addressed as follows, or to such other address as may hereafter be designated in writing by either party hereto: To the Town: Commissioner of Public Works 2629 East Ridge Rd Rochester, New York 14622 To the District: Chairman of Commission 6117694 1 9. Waiver: No waiver of any breach of any condition of the Agreement shall be binding unless in writing and signed by the party waiving said breach. No such waiver shall in any way affect any other term or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other breach unless the waiver shall include the same. 10. Modification: This Agreement constitutes the complete understanding of the parties. No modification of any provisions thereof shall be valid unless in writing and signed by both parties. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the dates set forth in the respective acknowledgements below, to be effective for all purposes, however, as of the date first above set forth. TOWN OF IRONDEQUOIT Point Pleasant Fire District By: - By: Name: David A. Seeley Name: _ Title: Supervisor Title: Date: _ Date: 6117694_1 8506205_1 Resolution No. 2021 - ________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION RENEWING REFUSE SERVICES FOR VARIOUS TOWN OF IRONDEQUOIT FACILITES At the regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February, 2021 at 7:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member______________________offered the following resolution and moved its adoption: WHEREAS, pursuant to Resolution 2020-071, the Town Board awarded a bid for refuse services for various Town facilities to Waste Management of New York, LLC, authorizing the Supervisor to enter into an agreement with Waste Management (“Agreement”) for one year with up to three additional one year terms; and WHEREAS, the Town of Irondequoit desires to renew its the Agreement for refuse services for various Town of Irondequoit facilities; and WHEREAS, the agreement renewal would be for a one year term beginning March 1, 2021 through February 28, 2022; and WHEREAS, funding for this expense will be available in account #’s 001.1640.4165 (Public works), 001-7110-4165-0000-7142 (Camp Eastman), 001-7110-4165-0000-7147 (McAvoy Park), 001-8810-4165 (Cemetery), 001-1623-4165 (Community Center Maintenance), 001-1622- 4165 (Library Maintenance), 001-1620-4165 (Town Hall Maintenance), and 001-1621- 4165 (Public Safety Maintenance); and NOW THEREFORE BE IT RESOLVED, that the Town Board renews the Agreement for Refuse Services for Various Town of Irondequoit Facilities to Waste Management of New York, LLC for one year. AND, BE IT FURTHER RESOLVED THAT, the Town Board authorizes the Town Supervisor to execute any and all documents related to this renewal. 8506205_1 This resolution shall take effect immediately upon its adoption. Seconded by Town Board Member __________________________and duly put to vote, which resulted as follows: Town Board Member Wehner voting _______ Town Board Member Perticone voting _______ Town Board Member Romeo voting _______ Town Board Member Freeman voting _______ Town Supervisor Seeley voting _______ Resolution No. 2021-_____________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION TO DECLARE CERTAIN EQUIPMENT AS SURPLUS PROPERTY At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February, 2021, at 7:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member ___________ offered the following resolution and moved its adoption: WHEREAS, the Department of Public Works along with other Departments in the Town of Irondequoit uses certain equipment to perform services for the Town, and from time to time such equipment needs to either be replaced or is no longer needed; and WHEREAS, each piece of equipment listed on the attached Addendum “A” is several years old and no longer used by the Town; and WHEREAS, the Town intends to auction various pieces of equipment at the online municipal auction to occur in March 2021. NOW THEREFORE BE IT RESOLVED, that the Town Board hereby declares said equipment (serial numbers set forth in Addendum “A,” which is attached hereto and made a part hereof) as surplus and authorizes the Town Supervisor to execute and deliver such documentation as necessary to auction said Equipment at the next appropriate municipal equipment auction. This resolution shall take effect immediately upon its adoption. Seconded by Town Board Member _____________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting _______ Town Board Member Perticone voting _______ Town Board Member Romeo voting _______ Town Board Member Freeman voting _______ Town Supervisor Seeley voting _______ Addendum “A” Year Fleet # Description KVS# 2008 Old 750 Animal Control pickup truck 006493 F250 91,434 miles, pickup box is rotted Vin #1FTSX21538EB85802 Old 750 Vector Lightbar, Model # VCS 4800 001605 S/N: SAE WW3-93 2008 Old 117/302 Pickup truck 006539 F150 96,178 miles, transmission has no reverse Vin #1FTRF14W58KD70046 9607808_1 2021-__________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION CALLING FOR A PUBLIC HEARING TO ALLOW FOR COMMENTS TO DRAFT POLICE REFORM AND REINVENTION PLAN At the regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February, 2021, at 7:00 P.M. local time, there were PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member _____________________offered the following resolution and moved its adoption: WHEREAS, the Town of Irondequoit (“Town”) and the Irondequoit Police Department (“IPD”) are committed to eliminating racial inequities in policing, modifying and modernizing policing strategies, policies, procedures, and practices, and to develop ing practices to better address the particular needs of communities of color to promote public safety, improve community engagement, and foster trust; and WHEREAS, on June 12, 2020, the Governor of the State of New York issued Executive Order 203 (the “Police Reform Order”), requiring local governments with police departments to: (a) undertake A comprehensive review of current police force deployments, strategies, policies, procedures, and practices; and (b) develop a plan to improve such deployments, strategies, policies, procedures, and practices, for the purposes of addressing the particular needs of the communities served and promoting community engagement to foster trust, fairness, and legitimacy, and to address any racial bias and disproportionate policing of communities of color (“Police Reform and Reinvention Plan”); and WHEREAS, following the announcement of the Police Reform Order, the Supervisor and Chief of Police met with community stakeholders to discuss policing reform by convening a Town Hall Meeting with over one hundred participants, visiting other localities to observe their police reform initiatives, and interfacing and collaborating with community and advocacy organizations including the Monroe County Alliance for Transformation of Community and Police; Eliminating Racism and Seeking Equity in Irondequoit; the Bishop 9607808_1 Kearney Campus Client Coalition; and the Irondequoit Commission Advancing Racial Equity; and WHEREAS, the Chief of Police completed a comprehensive review of IPD strategies, policies, procedures and practices, and has developed a draft Police Reform and Reinvention Plan addressing all of the matters described in the Governor’s Police Reform Order and as more fully described in the publication of the Governor’s office titled the New York State Police Reform and Reinvention Collaborative Resources & Guide for Public Officials and Citizens; and WHEREAS, pursuant to the Police Reform Order, the draft Police Reform and Reinvention Plan must be offered for public comment to all citizens of the Town, and after consideration of such comments, shall be presented to the Town Board to adopt such plan by local law or resolution no later than April 1, 2021; and WHEREAS, the Town Board determines that the consideration and adoption of a Police Reform Reinvention Plan is considered a Type II action pursuant to the New York State Environmental Quality Review Act and accompany regulations, 6 N.Y.C.R.R. § 617.5(c) (26), (33), and (37), and therefore further environmental review is not required. NOW, THEREFORE, BE IT RESOLVED, that the Town Board hereby schedules a public hearing to allow for public comment on the draft Police Reform and Reinvention Plan, in the form attached hereto as Exhibit A, to take place at the regular meeting of the Town Board on March 16, 2021 at 7:3__ p.m. AND, THEREFORE BE IT FURTHER RESOLVED, that notice of the public hearing shall be published in the official newspaper of the Town, posted on the signboard of the Town, and upon the Town website, at least five days before such public hearing. This resolution shall take effect immediately upon its adoption. Seconded by the Town Board Member ______________________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting _______ Town Board Member Perticone voting _______ Town Board Member Romeo voting _______ Town Board Member Freeman voting _______ Town Supervisor Seeley voting _______ 9607808_1 EXHIBIT A (Draft Police Reform and Reinvention Plan) Resolution No. 2021 - EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION ACCEPTING A PROPOSAL FOR AN ANALYSIS OF EMERGENCY MEDICAL SERVICE IN THE TOWN OF IRONDEQUOIT At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February 2021 at 7:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member______________________ offered the following resolution and moved its adoption: WHEREAS, the Town issued a Request for Proposals (RFP) in January 2021 for consulting services to provide the Town with baseline assessment and presentation of alternatives for Emergency Medical Service (EMS) in the Town of Irondequoit; and WHEREAS, the Center for Government Research has been recommended by the RFP selection committee, pursuant to § 51-10 of the Irondequoit Town Code, to provide such services for a fee not to exceed $9,750; and WHEREAS, the Town Board determines that the consulting services are a Type II actions pursuant to 6 NYCRR §617.5 (c)(27) (conducting concurrent environmental, engineering, economic, feasibility and other studies and preliminary planning and budgetary processes necessary to the formulation of a proposal for action, provided those activities do not commit the agency to commence, engage in or approve such action) and therefore no further review is needed pursuant to the New York State Environmental Quality Review Act (6 NYCRR § 617.5 (a)); and WHEREAS, funds are available from the contingency account #001.1990.4120 to be transferred into the Miscellaneous Expenses Account for the Town Board, account #001.1010.4360; and WHEREAS, Pursuant to Town Law Section 112(1), the Town Board may by resolution increase an existing appropriation from an appropriation for contingencies. NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the hiring of the Center for Governmental Research to provide consulting services to the Town for an Analysis of Emergency Medical Service in the Town of Irondequoit, which shall include, but not be limited to: 1) an evaluation of baseline conditions in Irondequoit and surrounding communities; and 2) presentation of alternatives for future service. AND, BE IT FURTHER RESOLVED that the Town Board grants authority to the Town Supervisor to execute any and all documents related to this agreement in a format approved by the Attorney for the Town. AND, BE IT FURTHER RESOLVED that the Town Board approves the budget transfer from contingency account #001.1990.4120 ($9,750) to Town Board Miscellaneous Account # 001.1010.4360. This resolution shall take effect immediately upon its adoption. Seconded by the Town Board Member ____________ and duly put to vote, which resulted as follows: Town Board Member Wehner Voting __________________ Town Board Member Perticone Voting __________________ Town Board Member Romeo Voting __________________ Town Board Member Freeman Voting __________________ Town Supervisor Seeley Voting __________________ www.cgr.org 1 South Washington Street, Suite 400, Rochester, New York 14614 (585) 325-6360 • info@cgr.org Promising Solutions Government & Education | Economics & Public Finance | Health & Human Services | Nonprofits & Communities 1-15-2021 Analysis of Emergency Medical Services in Irondequoit An Evaluation of Existing Conditions and Recommendations for the Future January, 2021 Prepared by: Paul A. Bishop, MPA, NRP Principal Center for Governmental Research (CGR) (585) 820-9089 1 S. Washington St., Suite 400 Rochester, NY 14614 © CGR Inc. 2021 – All Rights Reserved i www.cgr.org Our Mission CGR improves the quality of communities through impactful research, analysis, consultation and data management for the public, nonprofit and philanthropic organizations that serve them Our Vision CGR makes communities strong, thriving and competitive Our Values Informed Inquisitive Ever-improving Innovative Collaborative Communicative Applied Inclusive ii www.cgr.org Table of Contents Introduction .................................................................................................................................... 1 Project Understanding ................................................................................................................ 1 CGR’s Qualifications .................................................................................................................... 2 Project Team ................................................................................................................................. 2 Paul Bishop, M.P.A., Principal and Project Director ............................................................. 2 David A. Riley, M.U.P., Senior Associate ....................................................................................3 Katherine Bell, Senior Data Analyst, CGR ................................................................................ 4 Kieran Bezila, Ph.D., Research Associate ................................................................................. 5 Project Approach ..........................................................................................................................6 Phase 1: Project Initiation .............................................................................................................. 6 Phase 2: Baseline Report .................................................................................................................7 Phase 3: Evaluating Options for Improvement .....................................................................7 Phase 4: Final Report and Presentation ................................................................................... 8 Proposed Budget ............................................................................................................................... 8 Proposed Timeline ............................................................................................................................ 8 References ...................................................................................................................................... 8 Essex County EMS Strategic Plan ................................................................................................ 8 Queensbury (NY) Evaluation of EMS Services ....................................................................... 9 North East Dutchess County (NY) Ambulance Services ................................................... 9 Town of Victor Public Safety Evaluation ................................................................................. 9 1 www.cgr.org Introduction Public safety and the performance of EMS agencies are essential to a community’s quality of life. Any change to these services deserves a thorough, objective analysis of existing conditions and identification of options for efficiency and improvement. The Center for Governmental Research (CGR) believes that it is essential to engage the public, elected officials and fire / EMS professionals at each stage of the process to ensure a successful project with a beneficial outcome. Since 1915, CGR has delivered results to the municipal, education, nonprofit and business-civic sectors through objective analysis, mission-critical data and strategic counsel. We have become a thought leadership partner of choice by empowering innovative solutions in the public interest. Headquartered in Rochester, New York, CGR has served communities throughout the Northeast and Great Lakes regions. In the core competencies sought by the district for this engagement – EMS and fire service operations, local government services and consolidation, budget analysis and efficiency improvement – CGR has a deeper portfolio of work with more localities than any other similar organization. Our website, www.cgr.org, provides an overview of our recent portfolio of projects. CGR has an established reputation for conducting evaluations of local governments’ public safety systems, including EMS agencies and fire departments, and developing practical, achievable recommendations for improving their overall operations, fiscal stability and cost-effectiveness. We have worked with municipalities and EMS agencies to examine the feasibility of consolidation options; address changing demands for services; plan for long-term service needs; and respond to fiscal pressures to keep taxes as low as possible without compromising essential service quality. Our public safety engagements combine critical specialist knowledge with a deep understanding of local government. In the past 10 years alone, CGR has completed dozens of municipal service, budgetary and efficiency engagements, as well as studies of municipal consolidations and dissolutions. Public engagement is critical to many of these engagements, including CGR’s creation and management of project websites to share information throughout the study process. In addition to the specific public safety efforts covered under this proposal, CGR has performed consolidation or shared service evaluations in the educational, public housing, nursing home, and public works arenas. Project Understanding CGR is pleased to propose the following scope of work to provide professional services to assist the Town of Irondequoit as it considers its options related to 2 www.cgr.org ambulance service. This scope of work focuses on assisting the Town Board to understand existing conditions related to emergency medical services in Irondequoit, how Irondequoit compares to its neighbors, and what options are available for the future. An outline of proposed tasks and deliverables is provided below. CGR’s Qualifications Since 1915, CGR has delivered results to the municipal, education, nonprofit and business-civic sectors through objective analysis, mission-critical data and strategic counsel. We empower innovative solutions in the public interest and are trusted for our independence and a broad base of knowledge built on a century of experience. CGR delivers expert solutions in government & education, economics & public finance, health & human services and nonprofits & communities. Proudly headquartered in Rochester, New York, CGR has served communities throughout the United States, but has particular experience and expertise in the Northeast and Great Lakes regions. This engagement requires a consultant team with a keen understanding of public safety, EMS service delivery, fire department operations, government efficiency opportunities, shared service arrangements and consolidations, public finances, and meeting community expectations. Few organizations have delivered more technical assistance on these issues to local governments than CGR. As demonstrated in this proposal, CGR brings to this project an industry-leading team of experts on these issues. Project Team Paul Bishop, M.P.A., Principal and Project Director Mr. Bishop is a public policy researcher with a passion for addressing public safety issues. He brings his experience of emergency response, system coordination and thorough analysis to each CGR project on which he works. He also brings the perspective of being a supervisor, educator and care provider to each aspect of analysis. His familiarity with the demands of public service allows him to look at situations from multiple points of view. He led CGR’s projects with Oswego County (NY) evaluating the operations of multiple law enforcement agencies and the entire criminal justice system, Orleans County (NY) on the evaluation of shared services operations for law enforcement, Tompkins County (NY) in furthering its law enforcement shared services, Essex County (NY) in developing a strategic plan for EMS delivery and the City of Cortland in evaluating the feasibility of a joint police and fire station. He led the recently completed projects 3 www.cgr.org related to the fire service in Greece (NY) and the EMS system in Queensbury (NY). Previously, he led the analysis of the North East Joint Fire District Evaluation of Operations, the Future of the Fire Service in Byron (NY), the Greene County (NY) EMS Resource Deployment Study, the Operational Analysis of the Dryden (NY) Police Department, the Evaluation of Law Enforcement Merger for East Goshen, West Goshen, and Westtown (PA), the Proposed Dissolution of the Village of Medina (NY), the Proposed Dissolution of the Village of Hoosick Falls (NY), and the Operational Analysis of the Watkins Glen (NY) Police Department. He also was a key team member of the Skinny Ohio – Lake County Capital Equipment Sharing project for the Ohio state auditor, a four-municipality shared services study in Cuyahoga County, OH, and the operational review of municipal services in the Township of Hopewell, NJ. His expertise includes program assessment, strategic planning and accreditation. He has had extensive involvement and leadership roles with regional and state EMS organizations including as chair of the local regional EMS council and several terms on the regional emergency medical advisory committee. During his tenure at Monroe Community College, he worked collaboratively with many members of law enforcement and the fire service. He was called upon to instruct for their disciplines, including on topics related to organizational leadership, personal development, and medical care. He continues to work as a paramedic for a suburban Rochester, NY EMS agency. Education M.P.A., College at Brockport, SUNY; B.A., Political Science, University of Rochester Career 2018-present, Principal, CGR Inc., Rochester, NY 2016-2018, Associate Principal, CGR Inc., Rochester, NY 2012-2016, Senior Associate, CGR Inc., Rochester, NY 2009-2012, Manager of EMS Education, Monroe Community College, Rochester, NY 2001-2012, EMS Program Coordinator, Monroe Community College, Rochester, NY David A. Riley, M.U.P., Senior Associate David A. Riley is a planner, researcher and former journalist focused on improving quality of life in the communities he serves. He offers a unique mix of experience in urban planning, data and policy analysis, qualitative research and writing about government at the local, state and federal levels. Since joining CGR, he has served as a researcher and analyst for various local government engagements, including studies of municipal reorganization, operations and service delivery. These include studies of operations, finances and efficiency opportunities in the Cities 4 www.cgr.org of Yonkers and Syracuse on behalf of the New York State Financial Restructuring Board, and a village dissolution / merger study in Massena, NY. He is currently engaged in a number of public safety studies involving fire and EMS services. Mr. Riley earned his master's degree in urban planning at the University at Buffalo, where he focused on community development and neighborhood planning. While completing his graduate education, he researched innovative approaches to public engagement and worked on projects that focused on revitalizing neighborhoods, affordable housing, and geographic information systems (GIS) analysis. In both professional and volunteer capacities, Mr. Riley also has served as a facilitator for various public engagement processes, including design charrettes. Prior to joining CGR, Mr. Riley worked as an independent consultant and analyst on both planning and data analysis projects. Previously, he was an award-winning journalist with extensive experience reporting on government and public policy in upstate New York and Massachusetts, from town hall meetings to congressional elections. Education Master of Urban Planning, University at Buffalo School of Architecture and Planning; B.A., English (journalism), University at Albany Career 2019-present, Senior Associate, CGR Inc. 2018-2019, Research Associate, CGR Inc. 2016-2018, Independent Consultant 2013-2016, Government Reporter, Democrat & Chronicle, Rochester, NY 2005-2013, Reporter and Editor, GateHouse Media New England, Framingham, MA Katherine Bell, Senior Data Analyst, CGR Ms. Bell is a skilled analyst with more than 15 years of experience across CGR’s portfolio of projects for local governments, nonprofits and foundations. Her expertise includes data collection, analysis and visualization; geographic information systems (GIS); web design; and database design and management. Ms. Bell plays a central role in projects across CGR’s practice areas. Her portfolio of GIS work includes building GIS datasets, creating interactive online maps, and performing network analysis for various public safety and highway projects. For over a decade, Ms. Bell has played a pivotal role in CGR’s work on community indicators websites, managing nearly 300 indicators and about 200 data sources, improving site updates 5 www.cgr.org and functionality, and incorporating maps, dashboards and infographics into each website. She has created and maintained more than 40 websites informing the public about CGR’s projects with local governments. In addition, Ms. Bell manages information technology for CGR and brings firsthand IT knowledge to our project work. She is CGR’s key contact for the U.S. Census, as we are an affiliate of the New York State Data Center and support its work to improve access to U.S. Census data for the public, local governments and businesses in our state. Education B.S., Management Information Systems, Rochester Institute of Technology Career Ms. Bell joined CGR in July 2004. She was named Manager of Information Systems in 2008 and Senior Data Analyst / Manager of Information Systems in 2018. Prior to joining CGR, she worked in technology-related positions in the Rochester, NY area. Kieran Bezila, Ph.D., Research Associate Kieran Bezila is a skilled researcher with experience in both quantitative and qualitative research. He has taught subjects at the collegiate level and conducted research independently and as part of group projects. His research interests include government, politics and the social logic behind every-day decision-making. At CGR, Dr. Bezila has contributed to projects on local government efficiency, shared services, education and public safety, and has authored reports on such diverse topics as veterans’ needs, understanding the social determinants of health, and assessing the effectiveness of DWI regulations. Prior to joining CGR, he was an assistant professor of sociology and a teaching fellow at Beloit College in Wisconsin from 2012 to 2018. Previously, he worked for the Center for Responsive Politics, managing and preparing federal campaign finance data for public view. His National Science Foundation-funded dissertation project enrolled 288 research subjects in a study of the logic underpinning altruistic behaviors such as tipping and gratuities. Dr. Bezila is proficient in every phase of the research process, from conceptualization and design to collection, data management, analysis and reporting results. He has particular skills in research design, questionnaire and survey construction, interview techniques, conducting focus groups and statistical analysis. Education 6 www.cgr.org Ph.D. and M.A. in Sociology, Northwestern University; B.A. in Sociology, Boston College Career 2018-present: Research Associate, CGR, Inc. 2012-18: Assistant Professor of Sociology / Teaching Fellow, Beloit College, Beloit, WI 2003-12: Graduate Student in Sociology, Northwestern University, Evanston, IL 1999-01: The Center for Responsive Politics, Washington, D.C. Project Approach Our methodology is described below in a series of distinct tasks, many of which will necessarily overlap as the project progresses. Throughout the project, the CGR team will communicate with Town representatives on the status of the project and will provide regular updates. During our projects, CGR endeavors to balance our need for information with the burden on department personnel to provide the information. As much as possible, existing reports and data are used to inform the study. In light of existing public health concerns, CGR will use remote technology to conduct key meetings and interviews as much as possible. CGR will be available for in-person meetings at key milestones in the project, if requested and permitted by public health authorities. Phase 1: Project Initiation The CGR project team will meet with the Town of Irondequoit leadership as soon as practical following receipt of a signed contract. At this meeting, we will:  Review the scope of the project and collaborate on a final approved project design, including a final scope, expected milestones, communication standards, deliverables, timeline and resource requirements; ; 7 www.cgr.org  Identify key stakeholders who should be interviewed as part of the Baseline Review; and  Identify data and information resources required by the project team in the immediate term. Subsequent to this meeting, the project team will submit a final project work plan with anticipated timeline. Phase 2: Baseline Report A Baseline Report will serve as a shared information base for the remainder of the study and provide a fact-based framework for identifying options and assessing their impact. The Baseline Review will include the following tasks:  Conduct interviews with representatives of Irondequoit Volunteer Ambulance (IVA), Monroe Medi-Trans, Saint Paul Boulevard Fire District, and Sea Breeze Fire District to discuss current operations and potential challenges in the future;  Gather summary level data for three recent years on call volume and nature of calls;  For IVA and Sea Breeze, develop a financial operations profile to ascertain the future viability of the two services;  For Saint Paul and Monroe, gather relevant financial data on their contractual relationship; and  Compare Irondequoit with its Monroe County peers. Nine similarly sized towns in Monroe County are primarily served by non-profit EMS services or through a contract with a for-profit agency: Brighton, Chili, Gates, Greece, Henrietta, Penfield, Perinton, Pittsford and Webster. CGR will develop a brief profile of the agencies that serve those towns through publicly available information and brief interviews with town and/or agency leadership. The profiles will look at the nature of the relationship between the town and EMS service(s), the presence of a taxing district and the characteristics of any agreement between the town and service such as performance standards, subsidies or billing requirements. Phase 3: Evaluating Options for Improvement CGR will identify options for Irondequoit to consider as it looks to improve the ambulance service for the Town. This will include options for the creation of an ambulance district and common characteristics for an agreement between an EMS service and municipality in New York. 8 www.cgr.org Phase 4: Final Report and Presentation The Final Report will include the materials from the Baseline and Options Phases of the project and use maps, charts, graphs and other visual materials to help communicate its findings and recommendations to both EMS providers and a public lay audience. CGR will present the above findings to the Town Board in a workshop setting. Also, CGR will prepare a written report describing the above findings. Proposed Budget CGR is a not-for-profit 501(c)(3) consulting firm, and as such we use a bundled rate approach to project budgeting. Bundled rates are set for each position title and include direct expense (salary and benefits) as well as other than personal services (rent, insurance, etc.) and administrative and overhead charges (organizational and fiscal oversight). Our proposed cost for the full scope is $9,750. In the event that our scope and project price does not meet the needs of the town, CGR would welcome the opportunity to discuss appropriate revisions to help the town meet the needs of their residents. Proposed Timeline CGR proposes to complete the above work within 90 days of being engaged by the Town. References Essex County EMS Strategic Plan In 2016, Essex County (NY) engaged CGR to undertake a comprehensive strategic plan as part of an effort to enhance the provision of EMS care in this rural county. The project involved extensive interviews, focus groups and data analysis to identify current and pending gaps in the EMS system. Then, a series of recommendations ranging from minor work practices to the development of a new response system were prepared in coordination with local officials. In late 2017, the Essex County Board of Supervisors adopted several recommendations immediately and tasked staff to further study the adoption of the remainder. The immediate actions involved changes to dispatch protocols, improved data management and sharing of services between the County and partner agencies. The longer term changes include the development of state legislation to enable the creation of a county wide ambulance district, which is planned for the next legislative cycle. View the comprehensive report and data visualizations at www.cgr.org/essex-ems. 9 www.cgr.org Reference: Patty Bashaw, Essex County EMS Coordinator, Patricia.Bashaw@essexcountyny.gov, 518-873-3900 Queensbury (NY) Evaluation of EMS Services CGR was engaged by the Town of Queensbury in 2019 to analyze their emergency medical services (EMS) system and identify opportunities for change. The scope of the project was developed in conjunction with leaders of the three EMS agencies that provide ambulance transport in the town. CGR found the Town’s EMS system has adequate funding, a strong cadre of volunteers, modern equipment and appropriate physical resources. However, the existing fractured system had multiple flaws that needed to be addressed to create a sustainable, patient-centered, and cost-efficient EMS system. CGR recommended options to provide better service to residents and visitors for the same or perhaps a lower cost through the adoption of structural changes and/or improving its existing practices in meaningful ways, including moving to a single district, uniting two agencies, adjust a district border, and considering adjustment to the funding formula. A series of options related to operational improvements for the Town and agencies to consider were also included. Reference: John Strough, Queensbury Town Supervisor, johns@queensbury.net, (518) 761-8200 North East Dutchess County (NY) Ambulance Services In 2018, Dutchess County (population 294,000) engaged CGR, after a competitive RFP process, to study existing conditions and identify a range of options for EMS response and transportation services for the towns of Amenia, Dover, North East, and the Village of Millerton. The project identified the existing conditions in the community, including challenges related to staffing of volunteer services and providing adequate funding to support the existing EMS delivery model. The report identified several opportunities for change that fell into two broad categories: Delivery Model Changes and Service Refinements. The project identified next steps that the local officials would need to perform to address the challenges faced in providing EMS in the community. Reference: Dana Smith, Commissioner, Dutchess County Department of Emergency Response, dsmith@dutchessny.gov, (845) 486-2080 Town of Victor Public Safety Evaluation In 2016, the Town of Victor (NY) contracted with CGR to conduct a comprehensive evaluation and planning process for its growing suburban community. The analysis included reviewing the operations of two fire departments, an independent ambulance company, the sheriff’s office and state police and then identifying options for operation changes for the future. As part of the planning process, CGR conducted a 10 www.cgr.org community survey to identify priorities and concerns. Some of the key findings included exploring a joint fire district to serve the whole Town, contracting for dedicated traffic patrolling from the sheriff and enhancing municipal support of the EMS agency. Reference: Tina Kolaczyk, Director of Human Resources and Special Projects, tmkolaczyk@City-victor-ny.us, (585) 742-5028 Resolution No. 2021- EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING FINAL PAYMENT FOR PARTICIPATION IN THE XLR8 LEADERSHIP TRAINING PROGRAM At a regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February 2021, at 7:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member _________offered the following resolution and moved its adoption: WHEREAS, Chief Alan Laird and Captain Jessica Franco, participated in the XLR8 Leadership Training Program beginning January 1, 2020 through December 31, 2020, as previously approved by Town Board; and WHEREAS, a final payment for the training program is required in an amount not to exceed $4,800 and funding for this conference is available in Account 001-3120-4100; and NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes final payment for XLR8 Leadership and Training Program participation by Chief Alan Laird and Captain Jessica Franco from January 1, 2020 to December 31, 2020 in an amount not to exceed $4,800. This resolution shall take effect immediately upon its adoption. Seconded by the Town Board Member _____ and duly put to vote, which resulted as follows: Town Board Member Wehner voting ______________ Town Board Member Perticone voting ______________ Town Board Member Romeo voting ______________ Town Board Member Freeman voting _____________ Town Supervisor Seeley voting ____ _________ 9641104_2 Resolution No. 2021-________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING AMENDMENTS TO COMMUNITY CHOICE AGGREGATION AGREEMENT AND ELECTRICITY SUPPLY AGREEMENT At the regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th of February, 2021, at 7:00 P.M. local time; there were: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member _____________________ offered the following resolution and moved its adoption: WHEREAS, by Local Law No. 8-2018, the Town enabled the creation of a Community Choice Aggregation Program (“Program”) pursuant to § 10(1)(ii)(a)(12) of the New York Municipal Home Rule Law and consistent with State of New York Public Service Commission Case No. 14-M-0224; and WHEREAS, pursuant to a resolution adopted December 18, 2018, the Town Board authorized the Supervisor to execute a non-binding Memorandum of Understanding (the “MOU”) with the Town of Brighton, the Town of Pittsford, and the Village of Pittsford (collectively with the Town of Irondequoit, the “Original Municipalities”) to solicit, evaluate, and select a common CCA administrator to assist in securing a 100% renewable clean energy product, consistent with State of New York Public Service Commission Case 14-M-0224, Local Law 8 of 2018 of the Town of Irondequoit, and the Town of Irondequoit Procurement Policy found in Chapter 51 of the Code of the Town of Irondequoit; and WHEREAS, pursuant to Resolution No. 2019-207, the Town Board resolved to engage Joule Assets, Inc. (“Joule”) to, among other things, act as Program Administrator on behalf for the Program; and WHEREAS, on March 6, 2020, the Town, Joule, and Roctricity LLC entered into that certain Community Choice Aggregation Agreement (“CCA Agreement”), whereby Joule agreed to, among other things, pre-qualify prospective energy suppliers to provide Town residents with 100% renewable energy at a net savings compared to the 12-month historic average, measured from the bid issuance date, of the Rochester Gas & Electric residential rate for electricity charged to residential customers; and 9641104_2 WHEREAS, pursuant to a resolution dated June 16, 2020, the Town Board authorized Joule to issue a request for proposals seeking electricity suppliers to supply renewable electricity to Town residents on a 100% renewable energy basis and at a net savings compared to the 12-month historic average, measured from the bid issuance date, of the Rochester Gas & Electric residential rate for electricity charged to residential customers, and further authorized entry into an Electricity Supply Agreement (the “Electricity Supply Agreement”), responsive to the foregoing requirements (among others) with a qualifying supplier of renewable electricity; and WHEREAS, Joule sought but was unable to locate suppliers to provide electricity on a 100% renewable basis and providing a net savings compared to the 12 -month historic average; and WHEREAS, Pursuant to Resolution No. 2020-255, the Town authorized certain amendments to the CCA Agreement and Electricity Supply Agreement to garner additional supplier interest, however, again no suppliers could be found and the amendments were never executed; and WHEREAS, the City of Rochester has now expressed interest in joining with the Town and the Original Municipalities to again seek bids from renewable electricity suppliers pursuant to a Community Choice Aggregation Program, however, not all of the Original Municipalities have yet determined to proceed; and WHEREAS, the Town of Irondequoit wishes to authorize Joule to seek bids for renewable electricity suppliers on behalf of the Town of Irondequoit, the City of Rochester, and as many of the Original Municipalities which determine to proceed; and WHEREAS, to accomplish the above, the Town wishes to authorize amendments to the MOU, the CCA Agreement, and the Electricity Supply Agreement to allow any or all of the following: (1) the City of Rochester be added as a participating municipality and any of the Original Municipalities which determine not to proceed be removed as participating municipalities, as necessary; (2) that Joule request rate quotes from suppliers for 100% renewable electricity from projects sited anywhere in the United States, rather than limited solely to New York; (3) that residents enrolled in the Community Choice Aggregation Program, who have not opted out of such, be given the option to “opt-down” to a fixed- rate standard electricity supply mix; (4) that Joule seek variable rates with downside protection; and/or (5) that Joule be authorized to solicit rate quotes based on a fixed percentage of at least 15% below the current lowest offer for a 24 months fixed rate 100% renewable electricity product with no cancellation fee; and WHEREAS, the Amended and Restated Community Choice Aggregation Agreement, in the form attached hereto as Exhibit A, and the revised Electricity Supply Agreement (in the form attached hereto as Exhibit B, have been reviewed and approved by the Attorney for the Town, and have been deemed to provide benefits, adequate protections, and a minimization of risk to the Town. 9641104_2 NOW, THEREFORE, BE IT RESOLVED, that the Town Board rescinds Resolution No. 2020-255, which authorized certain amendments to the CCA Agreement and the Electricity Supply Agreement. AND, THEREFORE, BE IT FURTHER RESOLVED, that, to the extent necessary, the Town Board authorizes the Supervisor to execute a revised MOU with the City of Rochester and any of the Original Municipalities as wish to proceed, in a form as may be approved by the Attorney for the Town. AND, THEREFORE, BE IT FURTHER RESOLVED, that the Town Board authorizes the Supervisor to execute the Amended and Restated Community Choice Aggregation Agreement, substantially in the form attached hereto as Exhibit A or as may be approved by the Attorney for the Town. AND, THEREFORE, BE IT FURTHER RESOLVED, that the Town Board authorizes Joule, in its capacity as program manager, to issue a Supply RFP consistent with the provisions of this Resolution and the resolutions described more fully above, with bids to be evaluated based upon compliance with the specifications of the Supply RFP including, without limitation, price and tenor parameters, and the Supplier’s acceptance of all material terms of the revised Electricity Supply Agreement, substantially in the form attached hereto as Exhibit B or as may be approved by the Attorney for the Town. AND, THEREFORE, BE IT FURTHER RESOLVED, that the Town Board approves the revised Electricity Supply Agreement in substantially the form attached to this Resolution as Exhibit B, or as may be approved by the Attorney for the Town, such form to be included in the Supply RFP. AND, THEREFORE, BE IT FURTHER RESOLVED, that Joule in its role as Program Administrator for the Program shall, among other things, manage the energy procurement process, prepare and issue the Supply RFP, and make recommendations for award to the Town; provided however, that the Town will, through the Supervisor, make the final award decision. AND, THEREFORE, BE IT FURTHER RESOLVED, that subject to the conditions that the awarded Supplier has been pre-qualified as required by Program Administrator and that the awarded bid meets the specifications established in the Supply RFP, the Town Supervisor shall execute an Electricity Supply Agreement, as revised, on behalf of Town, in substantially the form attached hereto as Exhibit B, as may be revised by the Attorney for the Town, with the awarded Supplier and Program Administrator in a timely fashion; provided, however, that the Town is under no obligation to award the Supply RFP should these conditions not be met. This resolution shall take effect immediately upon its adoption. 9641104_2 Seconded by the Town Board Member ____________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting __________ Town Board Member Perticone voting __________ Town Board Member Freeman voting __________ Town Board Member Romeo voting __________ Town Supervisor Seeley voting __________ 9641104_2 Exhibit A (Amended and Restated Community Choice Aggregation and Agreement) 9641104_2 Exhibit B (Revised Electricity Supply Agreement) Exhibit A Page 1 of 9 9666555_1 AMENDED AND RESTATED COMMUNITY CHOICE AGGREGATION AGREEMENT This Amended and Restated Community Choice Aggregation Agreement (the “Agreement”) is entered into as of ____________, 2021 (the “Effective Date”) by and between the TOWN OF IRONDEQUOIT, a municipal corporation of the State of New York, having its principal offices at 1280 Titus Avenue, Rochester, New York 14617 (“Municipality”), JOULE ASSETS INC., a Delaware corporation having its principal offices at 22 Edgemont Drive, Katonah, New York 10536 (“Joule”) and ROCTRICITY LLC, a New York limited liability company having its principal offices at 758 South Ave, Rochester, New York 14620 (“Roctricity”) (Municipality, Joule, and Roctricity are referred to individually as a “Party” and collectively as the “Parties”). RECITALS WHEREAS, Joule is in the business of providing consulting and program administration services in connection with an energy procurement program known as Community Choice Aggregation, which replaces the incumbent utility as the default supplier for all eligible customers within the Municipality (“CCA”); and WHEREAS, Roctricity is a CCA organization formed to bring Community Choice Aggregation to Rochester and surrounding areas; and WHEREAS, the New York State Public Service Commission has authorized municipalities to participate in CCA pursuant to the CCA Order (as defined below); and WHEREAS, Municipality desires to engage Joule and Roctricity to provide renewable energy to its residents; and WHEREAS, the parties entered into that certain Community Choice Aggregation Agreement, dated March 6, 2020, setting forth their agreement concerning the Community Choice Aggregation energy procurement program (the “Original Agreement”), but now desire that this Agreement replace, amend, and restate all of the terms and provisions of the Original Agreement in its entirety. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties hereto agree as follows: ARTICLE 1.DEFINITIONS 1.1 The following terms shall have the meanings ascribed below: (a) “Applicable Law” means the CCA Order and all applicable local, state, and federal statutes, ordinances, laws, rules and regulations. (b)“CCA Administrative Fee” has the meaning set forth in Section 7.1. (c) “CCA Order” means the April 21, 2016 “Order Authorizing Framework For Community Choice Aggregation Opt-Out Program” issued by the PSC in Case 14-M-0224, “Proceeding on Motion of the Commission to Enable Community Choice Aggregation Programs” as may be amended or Page 2 of 9 9666555_1 supplemented from time to time by the PSC. (d) “Default Service” means the energy supply service provided by the Distribution Utility to customers who are not currently receiving electric service from an ESCO. (e) “Distribution Utility” means the owner or controller of the means of distribution of the natural gas or electricity that is authorized to be the distribution utility regulated by the Public Service Commission for a particular service area. (f)“Electricity Supply Agreement” or “ESA” means the Electricity Supply Agreement that may be entered into by and between Municipality and the Selected Supplier that contains the terms and condition concerning electricity supply procurement. (g)“Original Agreement” means that certain Community Choice Aggregation Agreement among the parties, dated March 6, 2020. (h)“Participating Customer” means a customer who participates in the CCA Program in accordance with Applicable Laws including without limitation a customer who is eligible to participate on an opt-out basis and has not opted out, and customer who is eligible to participate on an opt-in basis and has opted-in. (i)“Public Service Commission” or “PSC” means the New York State Public Service Commission or the New York State Department of Public Service acting as staff on behalf of the Public Service Commission. (j) “RFP” means the Request for Proposals for Community Choice Aggregation (CCA) Administrator issued on behalf of the Town of Irondequoit, Town of Brighton, Town of Pittsford, and Village of Pittsford issued March 1, 2019. (k)“Response Documents” means the Proposal: CCA Administrator dated April 5, 2019 submitted by Joule Assets, Inc. to the Town of Irondequoit, Town of Brighton, Town of Pittsford, and Village of Pittsford, together with the Appendices attached thereto. (l)“Selected Supplier” means, in accordance with the Response Documents the supplier selected by the Municipality to provide renewable energy [insert new description] to residential customers. ARTICLE 2.RIGHTS AND RESPONSIBILITIES OF JOULE 2.1 Joule shall perform all of the activities designated or assigned to Joule in accordance with the RFP and Response Documents, both of which are hereby incorporated by reference as if restated in their entirety, including but not limited to: (a)Create an implementation and data protection plan; (b)Educate and notify the public; (c)Lawfully and securely procure, transfer, and store anonymized and customer-specific Program data received by a utility as confidential information on behalf of the Municipalities, pursuant to an approved data protection plan; (d)Analyze and report data; (e)Conduct an analysis and report to Municipality on market conditions, pricing, and estimated Page 3 of 9 9666555_1 cost savings based on projected bid and launch timeline; (f) Procure local clean energy generation; (g)Integrate distributed energy resources; (h)Pre-qualify prospective energy suppliers; (i)Draft and negotiate requests for proposals for 100% renewable energy commodity supply contracts and renewable energy credits; (j)Comply with legal and regulatory requirements for the CCA Program; (k)If Municipality enters into an ESA, process customer enrollment and opt-outs; and (l)Provide continued support throughout the term of this Agreement. 2.2 In accordance with the Response Documents and subject to the request and approval of the Municipality, Joule shall develop proposals and provide consulting services in connection with other municipal energy programs, including but not limited to demand response, demand management, microgrids, distributed energy resources, and/or community distributed generation. Regardless of whether Municipality elects to implement a CCA Program, in the event that Municipality desires to implement other Municipal Energy Programs and engage Joule’s assistance in connection with such implementation, the Parties may, but are not required to, enter into a subsequent agreement describing the scope of Joule’s services and the payment to Joule in connection therewith. 2.3 Unless otherwise agreed to by the Parties in writing, and without limiting Joule’s ability to communicate with the public, Joule shall only communicate with the Municipality through the Municipality’s town board members, the Municipality’s supervisor, and/or their designee(s). 2.4 Joule shall comply with all Applicable Laws. ARTICLE 3.RIGHTS AND RESPONSIBILITIES OF ROCTRICITY 3.1 Roctricity shall perform all of the activities set forth in Response Documents, which is hereby incorporated by reference as if restated in its entirety, that are assigned or otherwise delegated to Roctricity by Joule. Notwithstanding the foregoing, Joule shall be jointly and severally liable with Roctricity for any activities assigned or otherwise delegated to Roctricity, and Joule shall undertake any or all such assigned or delegated tasks if Roctricity is unable or unwilling to do so. 3.2 Unless otherwise agreed to by the Parties in writing, and without limiting Roctricity’s ability to communicate with the public, Roctricity shall only communicate with the Municipality through the Municipality’s town board members, the Municipality’s supervisor, and/or their designee(s). 3.3 Roctricity shall comply with all Applicable Laws. ARTICLE 4.ROLE OF PROGRAM ORGANIZER FOR CCA PROGRAM 4.1 The Parties acknowledge and agree that Joule has entered into an agreement with Roctricity to act as Program Organizer in connection with the CCA Program in accordance with the Response Documents (the “Program Organizer Agreement”). Joule shall be solely responsible for any fees or Page 4 of 9 9666555_1 payments due for services provided by the Program Organizer. 4.2 Notwithstanding the foregoing, Joule shall be responsible for delivering all services and fulfilling all obligations as set forth in the Response Documents. Joule agrees that it will not terminate the Program Organizer Agreement without the consent of the Municipality, nor shall it enter into a new Program Organizer Agreement with any other entity without the consent of the Municipality, which consent shall not be unreasonably withheld. ARTICLE 5. INTENTIONALLY OMITTED ARTICLE 6.RIGHTS AND RESPONSIBILITIES OF MUNICIPALITY 6.1 Municipality shall have the right to determine, in its sole discretion, when Joule and Roctricity will begin its outreach to the public; it being understood that outreach to the public has commenced. 6.2 Municipality will cooperate with Joule to identify price benchmarks, pre-approved contract structures, sourcing requirements and other standards for acceptance of a compliant bid to solicit and procure potential suppliers. 6.3 Municipality: (a)Will support Joule and Roctricity’s communication through traditional town channels (e.g. web-site, e-mail, lists), and provide public space for educational and decision-making meeting. (b)Shall assist Joule by reasonably promoting such Municipal Energy Program(s) to the public with Joule’s guidance and input; and (c)Authorizes Joule to act on behalf of the Municipality to secure release of data applicable to potential or actual Municipal Energy Programs that is held by others, including but not limited to residential and small commercial customer account and load information under the authority granted by the respective PSC Orders. Municipality further agrees to furnish Joule such information, to execute and deliver such additional documents, and to take such other actions as may be reasonably necessary for Joule to secure release of such data. 6.4 Municipality shall comply with all Applicable Laws. ARTICLE 7.PAYMENT. 7.1 Upon commencement of an ESA, the Parties acknowledge that Joule will be paid by the Selected Supplier per kWh (volumetrically) for electricity purchased for all Participating Customers during the duration of the ESA a fee of $0.0008/kWh (8/100ths of one cent/kWh) per ESA contract year, or another fee agreeable in writing to both Parties (the “CCA Administrative Fee”); 7.2 The Parties hereby acknowledge that, in the event the Distribution Utility requires a payment for records related to electricity usage of potential Participating Customers, Joule is authorized to pay the Distribution Utility up to $0.16 (16 cents) per record, or such other amount authorized by Page 5 of 9 9666555_1 the Public Service Commission, and may seek reimbursement of such payment from the Selected Supplier as part of an ESA (apart from the CCA Administrative Fee). In no event shall Municipality be liable for this or any other amounts due Joule, Roctricity, and/or the Distribution Utility. In no event shall Participating Customer be liable for the above charge for records related to electricity usage, or any other amounts due Joule or Roctricity.The Parties hereby acknowledge that Joule, and not Municipality or any Participating Customer, shall be responsible for making payments, if any, to Roctricity. ARTICLE 8.TERM AND TERMINATION 8.1 This Agreement shall commence on the Effective Date and shall terminate: (a)If no ESA is executed within six (6) months from the Effective Date, terminate upon written notice from Municipality to Joule; or (b)If one or more ESAs are executed or other agreements are entered into between the Parties in relation to municipal energy services, this Agreement shall expire or terminate the later of: (i) five (5) years after the Effective Date; and (ii) at the expiration or termination of such ESA that is last in effect. Before the date on which this Agreement would expire by its terms, Municipality shall have the right to extend this contract for one (1) additional term of up to three (3) years by providing written notice thereof to Joule; and thereafter for two additional terms of up to three (3) years each thereafter subject to the written approval of Joule. 8.2 Termination for Cause. This Agreement may be terminated for cause by either Party (the “Non- breaching Party”) upon a material breach of the other Party (the “Breaching Party”) if such Breaching Party has failed to cure such material breach within thirty (30) days of receiving written notice of such breach from the Non-breaching Party. 8.3 In the event of any termination or expiration of this Agreement: (a)Joule shall deliver to Municipality copies of all files and documents pertaining to any Program; and (b)Except as expressly provided herein, all obligations of the Parties hereto pursuant to this Agreement shall terminate. ARTICLE 9.INSURANCE AND INDEMNIFICATION 9.1 Joule shall secure and maintain, at its own expense, errors and omissions insurance in an amount not less than one million dollars ($1,000,000.00) per claim/annual aggregate for claims arising out of the performance of professional services and caused by negligent acts or omissions, with a deductible not to exceed $20,000 without prior written approval. 9.2 Joule shall require the Program Organizer to secure and at its own expense, automobile insurance in an amount not less than $100,000 per person, $300,000, per accident, and $500,000 for property damage per accident. 9.3 In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, Joule shall indemnify, defend and hold Page 6 of 9 9666555_1 harmless the Municipality and the Municipality’s elected officials, officers, employees, agents, representatives and independent contractors (the “Municipality’s Indemnified Parties”), from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the Municipality’s Indemnified Parties to the extent arising directly from or in connection with a claim by a third-party (i.e. a person other than the Municipality’s Indemnified Parties) arising out of: (i) any material breach of this Agreement by Joule (including its obligations, covenants, representations or warranties), except to the extent caused by the actions (or omissions where there is a duty to act) of the Municipality or its elected officials, officers, employees or agents; or (ii) any material action or omission taken or made by Joule in connection with Joule’s performance of this Agreement, except to the extent caused by the actions (or omissions where there is a duty to act) of the Municipality or its elected officials, officers, employees or agents. ARTICLE 10.EQUAL OPPORTUNITY 10.1 Joule and Roctricity shall comply with all of the following provisions of article: (a)Joule and Roctricity shall not discriminate on the basis of age, race, creed, color, national origin, sex, sexual orientation, disability, marital status, or handicap status in the performance of services or programs pursuant to this Agreement. (b)Joule and Roctricity agrees to make a good faith effort to employ minority group persons and females and that in hiring employees and performing work under this Agreement or any subcontract hereunder, Joule, Roctricity, and their subcontractors, if any, shall not, by reason of age, creed, race, color, national origin, sex, sexual orientation, disability, marital status, or handicap, discriminate against any person who is qualified and available to perform the work to which the employment relates. (c)Joule and Roctricity agree to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, sex, age or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotions or transfers, recruitment and recruitment advertising, layoffs, terminations, rates of pay and other forms of compensation, and selection for training, including apprenticeship. (d)If Joule and/or Roctricity is found to have engaged in discrimination in employment on the grounds of age, race, creed, color, national origin, sex, sexual orientation, disability. marital status, or handicap status, by any court or administrative agency that has jurisdiction pursuant to any State or Federal Equal Opportunity Laws and regulations, such determination will be deemed to be a breach of contract and this Agreement will be terminated in whole or part without any penalty or damages to the Town on account of such cancellation or termination. (e)Joule shall cause the foregoing provisions to be inserted in all subcontracts, if any, for any work covered by this Agreement so that such provisions will be binding upon each subcontractor. ARTICLE 11.CONFIDENTIAL INFORMATION. 11.1 During the Term, a Party (as the “Disclosing Party”) may disclose or make available to the other Page 7 of 9 9666555_1 Party (as the "Receiving Party") proprietary information in writing, trade secrets, or third-party confidential information (including utility confidential information) that is marked or identified as "confidential” (collectively, "Confidential Information"). Confidential Information shall not include oral information or other information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 11.1 by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party as demonstrated by written records; (iv) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information as demonstrated by written records; or (v) is required to be disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction (the “Order”), provided that in such event the Receiving Party shall give the Disclosing Party prompt written notice of the Order and shall reasonably cooperate with the Disclosing Party prior to disclosure to provide the Disclosing Party with the opportunity, at Disclosing Party’s expense, to interpose any and all objections it may have to disclosure of the information required by the Order, or to otherwise limit any disclosure required by the Order to the maximum extent permitted by law and all information disclosed shall otherwise remain Confidential Information until another exception exists described in this Section 11.1. The Receiving Party shall: (A) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any third party, except to the Receiving Party's representatives, or approved subcontractors, who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement, and who are under confidentiality obligations at least as protective as this Agreement. The Receiving Party shall be responsible for any breach of this Section 11.1 caused by any of its representatives or subcontractors. In the event that a request is known to have been made by anyone seeking a court order disclosing any Confidential Information, the Receiving Party will provide (if permitted by the court order) the Disclosing Party with at least fifteen (15) days notice identifying the information sought to be disclosed, the name, address and telephone number of the third party seeking disclosure, the reason for the requested disclosure, the case style, case number and court having jurisdiction over the action, if any, in which disclosure is sought, and will provide copies of the request for disclosure. 11.2 The Parties agree that any Confidential Information disclosed by Disclosing Party shall only be disclosed to those officials, employees, representatives, and agents of the Receiving Party that have a need to know in order to administer the Agreement. 11.3 Compliance by the Municipality with the New York State Freedom of Information Law ("NY FOIL") shall not be a violation of this Article and Municipality shall have no duty to litigate or defend any action against it under the NY FOIL; provided, however, if legally permitted Municipality shall provide notice to Joule of any such compliance prior to disclosure which results in the disclosure of information otherwise prohibited by this Agreement. Page 8 of 9 9666555_1 11.4 Notwithstanding the foregoing, the Municipality is permitted to share Confidential Information that is not utility confidential information with other municipal corporations that have authorized the entering into a contract with Joule. 11.5 The obligations under this Article 11 shall survive the termination or expiration of this Agreement for two (2) years. ARTICLE 12.MISCELLANEOUS 12.1 The Parties acknowledge and agree that Joule and Roctricity is an independent contractor and is not an agent or employee of Municipality. Nothing in this Agreement shall be construed to create a relationship between Joule and Municipality of a partnership, association, or joint venture. 12.2 Joule and Roctricity covenants that the individuals engaged by Joule and Roctricity in any capacity, including but not limited to, employees, subcontractors and independent contractors, are authorized to work in the United States as required by Applicable Law. Joule and Roctricity each represent and covenant that it has completed the I-9 verification process for all persons who perform services for Municipality as required by Applicable Law. 12.3 No Party may assign this Agreement without obtaining express, written consent from the other Parties prior to assignment, which may be granted or withheld in the consenting Party’s sole discretion. 12.4 This Agreement, the RFP, and Response Documents together constitute the entire understanding of the Parties with respect to the subject matter hereof and supersede all prior negotiations, discussions, undertakings and agreements between the Parties. This Agreement may be amended or modified only by a writing executed by the duly authorized officers of the Parties. It is understood and agreed that this Agreement may not be changed, modified, or altered except by an instrument, in writing, signed by the Parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. This Agreement may be executed by facsimile or digital signature (including DocuSign). 12.5 Any controversy or claim, whether based upon contract, statute, tort, fraud, misrepresentation or other legal theory, related directly or indirectly to this Agreement, whether between the Parties, or of any of the Parties’ employees, agents or affiliated businesses, will be resolved under the laws of the State of New York without regard to conflict of laws principles, in any court of competent jurisdiction in the county in which the Municipality is located. 12.6 If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect. 12.7 Section headings are inserted in this Agreement for convenience only and are not to be used in interpreting this Agreement. 12.8 As of the Effective Date, the Original Agreement shall terminate in its entirety and shall be amended, restated and replaced in its entirety by this Agreement. [Signature page to follow] Page 9 of 9 9666555_1 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives, as required by the Applicable Laws of the city, town or municipality and the laws, rules and regulations of the State of New York as of the date and year first above written. Joule Assets Inc. By: ____________ Name: Michael Gordon Title: CEO Town of Irondequoit By: ____________ Name: David A. Seeley Title: Supervisor Roctricity LLC By: ____________ Name: Susan K. Hughes-Smith Title: Member Exhibit B 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 1 of 46 Electricity Supply Agreement between Supplier, Joule Assets, Inc. and [City/Town/Village] [Name of Municipality] [remainder of this page is left intentionally blank] 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 2 of 46 TABLE OF CONTENTS PREAMBLE .................................................................................................................................... 6 RECITALS ...................................................................................................................................... 6 ELECTRICITY SUPPLY AGREEMENT ...................................................................................... 9 ARTICLE 1 DEFINITIONS ............................................................................................................ 9 ARTICLE 2 RIGHTS GRANTED ................................................................................................ 14 2.1 GENERAL DESCRIPTION AND LIMITATIONS ...................................................... 14 2.2 NO THIRD PARTY BENEFICIARIES ........................................................................ 15 2.3 COMPLIANCE WITH LAWS ...................................................................................... 15 2.4 CONDITIONS PRECEDENT ....................................................................................... 15 2.5 OWNERSHIP AND USE OF ELIGIBLE CONSUMER DATA .................................. 15 2.6 ENVIRONMENTAL DISCLOSURE PROGRAM ....................................................... 16 ARTICLE 3 CONSUMER CHOICE, NOTIFICATION OF RIGHTS, ENROLLMENT ............ 17 3.1 CONSUMER CHOICE .................................................................................................. 17 3.2 NOTIFICATION TO NEW CONSUMERS OF OPT-OUT RIGHTS .......................... 17 3.3 CONSUMER AWARENESS ........................................................................................ 18 3.4 ENROLLMENT ................................................................................................................... 18 ARTICLE 4 TERM OF CONTRACT AND TERMINATION .................................................... 19 4.1 TERM ................................................................................................................................... 19 4.2 TERMINATION .................................................................................................................. 19 4.3 OBLIGATIONS UPON TERMINATION .................................................................... 20 4.4 EXTENSION ....................................................................................................................... 20 ARTICLE 5 CONTINUING COVENANTS ................................................................................ 20 5.1 STANDARDS OF MANAGEMENT AND OPERATIONS ........................................ 20 5.2 CUSTOMER SERVICE ACCESS ................................................................................ 21 5.3 RESPONDING TO REQUESTS FOR INFORMATION ............................................. 21 5.4 ARRANGING FOR FIRM FULL-REQUIREMENTS POWER SUPPLY .................. 21 5.5 NON-DISCRIMINATORY PROVISION OF SERVICE ............................................. 22 5.6 APPROVAL OF GENERAL COMMUNICATIONS ................................................... 23 5.7 COMMUNICATION OF INSERTS AND MESSAGES .............................................. 23 5.8 PARTICIPATING CONSUMER LISTS ....................................................................... 24 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 3 of 46 5.9 COMPLIANCE WITH LAWS ...................................................................................... 24 5.10 CONSENT ......................................................................................................................... 24 5.11 CREDITWORTHINESS .................................................................................................... 24 5.12 COMPLIANCE WITH RFP .............................................................................................. 24 ARTICLE 6 ROLE OF THE MUNICIPALITY ........................................................................... 25 ARTICLE 7 ROLE OF PROGRAM ADMINISTRATOR ........................................................... 25 7.1 PROGRAM ADMINISTRATOR RIGHTS AND DUTIES .......................................... 25 7.2 PROGRAM ADMINISTRATOR FEE .......................................................................... 26 7.3 PAYMENT OF FEE ...................................................................................................... 26 7.4 INDEPENDENT CONTRACTOR ................................................................................ 26 ARTICLE 8 PRICES AND SERVICES; BILLING ..................................................................... 27 8.1 SCHEDULE OF PRICES AND TERMS ...................................................................... 27 8.2 OBLIGATION TO SERVE ........................................................................................... 27 8.3 METERING ......................................................................................................................... 27 ARTICLE 9 ADDITIONAL COMPLIANCE BY COMPETITIVE SUPPLIER ......................... 28 ARTICLE 10 SERVICE PROTECTIONS FOR CONSUMERS.................................................. 29 10.1 UNIFORM BUSINESS PRACTICES COMPLIANCE .................................................... 29 10.2 DESCRIPTION OF SUPPLIER’S PROCEDURES AND SERVICES ............................ 29 10.3 DISPUTE RESOLUTION ................................................................................................. 29 ARTICLE 11 NON-DISCRIMINATION IN HIRING AND EMPLOYMENT ........................... 30 ARTICLE 12 POWER SUPPLY INFORMATION AND ACCESS TO INFORMATION ........ 30 12.1 POWER SUPPLY INFORMATION ................................................................................. 30 12.2 POWER SUPPLY REPORT .............................................................................................. 30 12.3 BOOKS AND RECORDS ................................................................................................. 31 12.4 COPIES OF REGULATORY REPORTS AND FILINGS ............................................... 31 ARTICLE 13 RESOLUTION OF DISPUTES; CHOICE OF LAW AND FORUM .................... 31 13.1 CHOICE OF LAW AND FORUM .................................................................................... 31 13.2 DISPUTE RESOLUTION ................................................................................................. 31 ARTICLE 14 INDEMNIFICATION ............................................................................................. 32 14.1 INDEMNIFICATION BY THE COMPETITIVE SUPPLIER ......................................... 32 14.2 NOTICE OF INDEMNIFICATION CLAIMS .................................................................. 32 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 4 of 46 14.3 SURVIVAL ........................................................................................................................ 32 14.4 DUTY TO MITIGATE ...................................................................................................... 32 ARTICLE 15 REPRESENTATIONS AND WARRANTIES ....................................................... 33 15.1 BY THE COMPETITIVE SUPPLIER .............................................................................. 33 15.2 BY THE MUNICIPALITY ................................................................................................ 33 15.3 BY THE PROGRAM ADMINISTRATOR ....................................................................... 34 ARTICLE 16 INSURANCE .......................................................................................................... 34 ARTICLE 17 REGULATORY EVENT/NEW TAXES ............................................................... 35 17.1 REGULATORY EVENT ................................................................................................... 35 17.2 QUALIFYING REGULATORY EVENT ......................................................................... 35 17.3 NEW TAXES ..................................................................................................................... 35 ARTICLE 18 MISCELLANEOUS ............................................................................................... 35 18.1 OPTION FOR ALTERNATIVE SUPPLY OF POWER ................................................... 35 18.2 NO ASSIGNMENT WITHOUT PERMISSION ............................................................... 35 18.3 DIRECT MARKETING .................................................................................................... 36 18.4 NOTICES ........................................................................................................................... 36 18.5 CHANGES IN EMERGENCY AND SERVICE CONTACT PERSONS ........................ 37 18.6 ENTIRE AGREEMENT; AMENDMENTS ...................................................................... 37 18.7 FORCE MAJEURE ........................................................................................................... 37 18.8 EXPENSES ........................................................................................................................ 38 18.9 NO JOINT VENTURE ...................................................................................................... 38 18.10 NO RULE OF STRICT CONSTRUCTION .................................................................... 38 18.11 COUNTERPARTS .......................................................................................................... 38 18.12 DIGITAL SIGNATURES ................................................................................................ 38 18.13 WAIVER .......................................................................................................................... 38 18.14 ADVERTISING LIMITATIONS .................................................................................... 38 18.15 PRESS RELEASES ......................................................................................................... 39 18.16 HEADINGS AND CAPTIONS ....................................................................................... 39 18.17 SURVIVAL OF OBLIGATION ...................................................................................... 39 ARTICLE 19 REMEDIES............................................................................................................. 39 19.1 GENERAL ......................................................................................................................... 39 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 5 of 46 19.2 LIMITATIONS .................................................................................................................. 39 Exhibit A - PART 1 PRICES AND TERMS ................................................................................. 41 Exhibit A - PART 2 PRICES AND TERMS (continued) ............................................................. 43 Exhibit B - CONTACT, NOTICE AND PAYMENT INFORMATION ...................................... 44 Exhibit C - OPTION FOR ALTERNATIVE SUPPLY OF POWER ........................................... 45 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 6 of 46 PREAMBLE This Community Choice Aggregation Electricity Supply Agreement (“ESA” or “Agreement”) is made as of [AGREEMENT DATE] (the “Execution Date”) between: The [City/Town/Village] of [NAME OF MUNICIPALITY], a municipal corporation in the State of New York, with a principal place of business at [MUNICIPALITY ADDRESS] (the “Municipality”); [NAME OF SUPPLIER], a [TYPE OF ENTITY] [organized/incorporated] in the State of [STATE OF ORGANIZATION/INCORPORATION] duly authorized to do business in the State of New York with a principal place of business at [SUPPLIER ADDRESS] (“Competitive Supplier” or “Supplier”); and Joule Assets, Inc., a corporation incorporated in the State of Delaware duly authorized to do business in the State of New York, with a principal place of business at 22 Edgemont Road, Katonah, New York 10536 (“Joule” or “Program Administrator”). RECITALS WHEREAS, Joule Assets sought approval of a community choice energy aggregation (“Community Choice Aggregation” or “CCA”) program through the Public Service Commission of the State of New York (“PSC”), that would allow local governments to participate in a program managed by Joule to procure energy supply from an Energy Services Company for the Eligible Consumers of participating municipalities; WHEREAS, by Order effective March 16, 2018 (Case 14-M-0224: http://documents.dps.ny.gov/public/MatterManagement/CaseMaster.aspx?MatterCaseNo=14-m- 0224), the PSC approved and authorized Joule to implement its CCA program; WHEREAS, the Joule CCA program is intended to include Eligible Consumers, and to permit the aggregation of electric purchases within the communities that elect to participate; WHEREAS, the Municipality has adopted a Local Law to participate in the Joule Community Choice Aggregation Program (the “Program”) to aggregate consumers located within the Municipality and to negotiate competitive rates for the supply of electricity for such consumers; WHEREAS, the Program allows Municipality to solicit competitive bids for the supply of electricity individually or as part of a buying group with other municipal aggregations; WHEREAS, on March 1, 2019, the Towns of the Irondequoit, Brighton and Pittsford, and the Village of Pittsford issued a Request for Proposals for a Program Administrator; WHEREAS, on April 5, 2019, Joule responded to such RFP, and on June 28, 2019 submitted a Response to Supplemental Questions, where Joule, among other things, committed to provide 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 7 of 46 municipalities with (a) the option of providing customers a 100% renewable energy product using renewable energy certificates (RECs); and (b) if multiple supply product options were to be offered, municipalities would select which would be the “default” option, with customers having the freedom to choose among all available product options, regardless of the municipally selected default. WHEREAS, the Municipality has indicated that it desires to offer a [insert details of option] (the "CCA Renewable Electricity Product,” as defined below); WHEREAS, the aforementioned RFP was awarded to Joule as Program Administrator; WHEREAS, Joule and Municipality have entered into a Community Choice Aggregation Agreement (the “CCA Agreement”) pursuant to which Joule and Municipality agreed, among other things, that: (a)Joule would provide certain energy services to Municipality in relation to a CCA Program including acting as Program Administrator; and (b)If the Municipality entered into an Electricity Supply Agreement relating to procurement of electricity supply, it would be with a “Selected Supplier” in accordance with the RFP “Response Document” (each, as defined in the CCA Agreement); WHEREAS, Municipality desires to implement a CCA Program with Joule serving as Program Administrator; WHEREAS, the Municipality has resolved, among other things: (a) to authorize Joule to issue an electricity supply RFP to suppliers to provide electricity to Participating Consumers (as defined below); (b) to authorize Joule to award an electricity supply contracts in accordance with such RFP; (c) to approve the form of this ESA; and (d) to authorize execution of an ESA with the awarded supplier provided that the bid met the specifications set forth in the RFP; WHEREAS, Competitive Supplier desires to provide Full-Requirements Power Supply to Eligible Consumers located within the Municipality, pursuant to the terms and conditions of the Program and this ESA; WHEREAS, the Municipality desires that the Competitive Supplier provide Firm Full- Requirements Power Supply and Consolidated Billing as an alternative to Basic Utility Supply Service for consumers within the Municipality; WHEREAS, Competitive Supplier has submitted an offer to provide a single electric supply products with a corresponding pricing level CCA Renewable Electricity Product and price; WHEREAS, Competitive Supplier agrees to pay a fee to Program Administrator; 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 8 of 46 WHEREAS, Municipality desires Competitive Supplier to collect and remit the fees due the Program Administrator; WHEREAS, the municipalities that participate in the Joule Community Choice Aggregation Program, including this Municipality, intend that this Agreement be uniform in form and substance in each instance throughout the Program; and NOW THEREFORE, IT IS AGREED THAT, Municipality, Program Administrator, and the Competitive Supplier hereby enter into this ESA subject to the terms and conditions below. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 9 of 46 ELECTRICITY SUPPLY AGREEMENT ARTICLE 1 DEFINITIONS Capitalized terms that are used but not defined in the body of this ESA, including the Exhibits hereto, shall be defined as set forth in this Article 1 Words defined in this Article 1 that are capitalized shall be given their common and ordinary meanings when they appear without capitalization in the text. Words not defined herein shall be given their common and ordinary meanings. 1.0 Associated Entities – Any and all of the employees, officers, agents, representatives, and independent contractors and subcontractors of the Competitive Supplier or of any of its corporate parents or subsidiaries, which provide goods or services to, or in any way assist, the Competitive Supplier in meeting its obligations under the ESA, but specifically excluding the Distribution Utility. 1.1 Bankruptcy - With respect to a Party, (i) such Party ceases doing business as a going concern, generally does not pay its debts as they become due or admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other Governmental Rule, or seeks or consents to or acquiesces in the appointment of any trustee, receiver, custodian or liquidator of said Party or of all or any substantial part of its properties, or makes an assignment for the benefit of creditors, or said Party takes any corporate action to authorize or that is in contemplation of the actions set forth in this clause (i); or (ii) a proceeding is initiated against the Party seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other Governmental Rule and such proceeding is not dismissed within ninety (90) days after the commencement, or any trustee, receiver, custodian or liquidator of said Party or of all or any substantial part of its properties is appointed without the consent or acquiescence of said Party, and such appointment is not vacated or stayed on appeal or otherwise within ninety (90) days after the appointment, or, within ninety (90) days after the expiration of any such stay, has not been vacated, provided that, notwithstanding the foregoing, the exercise of rights to take over operation of a Party's assets, or to foreclose on any of a Party's assets, by a secured creditor of such Party (including the appointment of a receiver or other representative in connection with the exercise of such rights) shall not constitute a Bankruptcy. 1.2 Basic Utility Supply Service— Electricity supply service provided by the Distribution Utility to consumers who do not receive service from a Competitive Supplier or from the CCA Program. Eligible Consumers within the Municipality who receive Basic Utility Supply Service, and do not opt out, will be enrolled in the Program as of the Effective Date. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 10 of 46 1.3 Clean Energy Standard - the clean energy standard for electric power for load serving entities established by New York State (including without limitation those mandated by the 2015 New York State Energy Plan as amended, New York’s Climate Leadership and Community Protection Act (CLCPA), and the Order of the New York State Public Service Commission Adopting a Clean Energy Standard (Case 15-E-0302)(Issued August 1, 2016). 1.4 Commercially Reasonable - Any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known, or which in the exercise of due diligence should have been known, at the time the decision was made, would have been expected in the industry to accomplish the desired result consistent with reliability, safety, expedition, project economics and applicable law and regulations, as defined in the Uniform Business Practices or without limitation in additional applicable law and regulations, provided that in no event shall increased costs or economic hardship be an excuse for not performing a Party’s obligations under this ESA. 1.5 Community Choice Aggregation or CCA – Municipal electricity procurement program, purchasing supply for the aggregated demand for all Participating Consumers within the Municipality. 1.6 CCA Renewable Electricity Product –– [insert definition of product] Exhibit A (Prices and Terms). 1.7 [Intentionally Omitted] 1.8 Competitive Supplier or Energy Services Company or ESCO– A load serving entity duly authorized to (a) serve Eligible Consumers within the service territory of the Distribution Utility and (b) conduct business in the State of New York as an Energy Services Company. With regard to this Agreement, Competitive Supplier is identified in the preamble above. 1.9 Consolidated Billing - A billing option that provides Participating Consumers with a single bill issued by the Distribution Utility combining delivery and supply charges from the Distribution Utility and Competitive Supplier respectively. 1.10 Delivery Term - The period of time for which prices for Firm Full-Requirements Power Supply have been established, as set forth in Exhibit A. 1.11 Distribution Utility - Owner or controller of the means of distribution of electricity that is regulated by the Public Service Commission in the Participating Municipality. 1.12 Electronic Data Interchange or EDI - The exchange of business data in a standardized format between business computer systems. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 11 of 46 1.13 Effective Date - The day after the Execution Date that is immediately following the final day of the rescission period, which immediately follows the opt-out period, which occurs after notifications have been sent to Eligible Consumers. 1.14 Eligible Consumer – a consumer who: (a)is a part of an opt-out eligible service class and rate class in accordance with the Framework Order and all other applicable Orders of the PSC and Governmental Rules; and (b)who receives Basic Utility Supply Service from the Distribution Utility as of the Effective Date, or is a New Consumer (as defined below) at one or more locations within the geographic boundaries of the Municipality; but (c)excluding consumers who receive Basic Utility Supply Service and have requested not to have their account information shared by the Distribution Utility. For the avoidance of doubt, an Eligible Consumer must reside or be otherwise located at one or more locations within the geographic boundaries of the Municipality, as such boundaries exist on the Execution Date of this ESA. 1.15 ESA - This Electricity Supply Agreement. 1.16 Environmental Disclosure Program -- The current and future rules and requirements applicable in New York State to the labelling and disclosures of electric supply including without limitation the Opinion and Order Adopting Environmental Disclosure Requirements and Establishing a Tracking Mechanism, NY Public Service Commission, Opinion 98-19 (December 15, 1998), and the rules relating the New York Generation Attribute Tracking System (NYGATS). 1.17 Federal Energy Regulatory Commission or FERC -The United States federal agency with jurisdiction over interstate electricity sales, wholesale electric rates, hydroelectric licensing, natural gas pricing, and oil pipeline rates. 1.18 Firm Full-Requirements Power Supply - The service under which the Competitive Supplier provides all of the electrical energy, capacity, reserves, and ancillary services, transmission services, transmission and distribution losses, congestion management, and other such services or products necessary to provide firm power supply at a fixed contract price including all those components regardless of changes in kWh usage or customer grouping during this contract term to Participating Consumers at the Point of Sale. 1.19 Force Majeure - Any cause not within the reasonable control of the affected Party which precludes that party from carrying out, in whole or in part, its obligations under this ESA, including, but not limited to, Acts of God; winds; hurricanes; tornadoes; fires; landslides; earthquakes; floods; other natural catastrophes; strikes, lock-outs or other industrial disturbances; acts of public enemies; acts, failures to act or orders of any kind of any governmental authorities acting in their regulatory or judicial capacity, provided, however, that any such discretionary acts, failures to act or orders of any kind by the Municipality may not be asserted as an event of Force 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 12 of 46 Majeure by the Municipality; insurrections; military action; war, whether or not it is declared; sabotage; riots; civil or industrial disturbances or explosions. Nothing in this provision is intended to excuse any Party from performing due to any governmental act, failure to act, or order, where it was reasonably within such Party's power to prevent such act, failure to act, or order. Economic hardship of any Party shall not constitute an event of Force Majeure. 1.20 Framework Order -- The PSC Order establishing the framework for municipal CCA programs (Case 14-M-0224,, Order Authorizing Framework for Community Choice Aggregation Opt-Out Program (issued April 21, 2016)), as may be amended from time to time. 1.21 General Communications - The type of communications described and defined in Article 5.7 herein. 1.22 Governmental Authority - Any national, state or local government, independent system operator, regional transmission owner or operator, any political subdivision thereof or any other governmental, judicial, regulatory, public or statutory instrumentality, authority, body, agency, department, bureau, or entity, including without limitation the New York Public Service Commission and the New York Department of Public Service excluding the Municipality. 1.23 Governmental Rule - Any law, rule, regulation, ordinance, order, code, permit, interpretation, judgment, decree, or similar form of decision of any Governmental Authority having the effect and force of law including without limitation the Joule Order, the Framework Order and all other Orders of the PSC, all as may be amended from time to time. 1.24 Joule Order – the PSC Order approving the Joule CCA Program (Case 14-M-0224, Order Approving Joule Assets’ Community Choice Aggregation Program with Modifications” (issued March 16, 2018)), all as may be amended from time to time. 1.25 kWh, kW - Kilowatt-hour and kilowatt, respectively. 1.26 Local Law – A local law or ordinance, adopted by Municipality according to General Municipal Law, which authorizes Municipality to join the Joule Community Choice program. 1.27 New Consumer – An Eligible Consumer as of or after the Effective Date, including one that opts in to the Program or moves into Municipality. 1.28 New Taxes - Any taxes not in effect as of the Effective Date enacted by a Governmental Authority or the Municipality, to be effective after the Effective Date with respect to Firm Full- Requirements Power Supply, or any Governmental Rule enacted and effective after the Effective Date resulting in application of any existing tax for the first time to Participating Consumers. 1.29 NYISO - The New York Independent System Operator, or such successor or other entity which oversees the integrated dispatch of power plants in New York and the bulk transmission of electricity throughout the New York power grid. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 13 of 46 1.30 Participating Consumer – an Eligible Consumer who is enrolled in the Program, either because consumer receives Basic Utility Supply Service from the Distribution Utility as of the Effective Date and has not opted out, or is a New Consumer. 1.31 Parties - The Municipality, the Program Administrator, and the Competitive Supplier, as the context requires. In the singular, "Party" shall refer to any one of the preceding. 1.32 Point of Delivery - The boundary of the Distribution Utility’s electricity franchise, or the point at which the Competitive Supplier delivers the power to the Distribution Utility. 1.33 Point of Sale - The electric meter for each Participating Consumer's account, as designated by the Distribution Utility, such that all line loss costs are included in Competitive Supplier price to bring power to the meter. 1.34 Program - Joule Community Choice Aggregation Program. 1.35 Program Administrator – Joule, authorized by PSC to put out for bid the total amount of electricity being purchased by Participating Consumers. 1.36 PSC or DPS - The New York State Public Service Commission or the New York State Department of Public Service acting as Staff on behalf of the PSC, or any successor state agency. 1.37 Qualifying Regulatory Event— A Regulatory Event that impacts or provides opportunity for substantially all consumers in the same rate class, but not including a Regulatory Event that applies uniquely to Competitive Supplier’s consumers. 1.38 Regulatory Event-- Implementation of a new, or changes to an existing, Governmental Rule by a Governmental Authority, including without limitation the Distribution Utility's tariffs, market rules, operating protocols and definitions, which have a material effect on the services and transactions contemplated by this ESA. A "change" as used herein includes without limitation any amendment, modification, nullification, suspension, repeal, finding of unconstitutionality or unlawfulness, or any change in construction or interpretation. 1.39 Renewable Energy Certificate –A renewable energy certificate, which may be registered in, and fully compliant with, the New York (State) Generation Attribute Tracking System (“NYGATS”) or which may be registered in and fully compliant with a national generation attribute tracking system, notwithstanding anything to the contrary herein or in the RFP, as may be amended from time to time or [insert additional descriptions as necessary]. 1.40 Retail Price - As set forth in Exhibit A. 1.41 Service Commencement Date - The date of a Participating Consumers’ first meter read date after the Effective Date, or as soon as necessary arrangements can be made with the Distribution Utility thereafter. 9666596_1 1.42 Term - As defined in Article 4.1. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 14 of 46 1.43 Uniform Business Practices – Regulations governing the business practices of utilities and Energy Services Companies with regards to service, billing, marketing, data, and customer rights, issued by the New York State Public Service Commission (Case 98-M-1343). ARTICLE 2 RIGHTS GRANTED 2.1 GENERAL DESCRIPTION AND LIMITATIONS Competitive Supplier is hereby granted the exclusive right to be the default provider of Firm Full- Requirements Power Supply to Participating Consumers pursuant to the terms of this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply Firm Full- Requirements Power Supply only to Participating Consumers enrolled in the plan or plans managed by the Program Administrator, and the Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Utility Supply Service, until changes in law, regulation or policy may allow otherwise. In accordance with ARTICLE 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply Firm Full-Requirements Service to those Participating Consumers located within the Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Distribution Utility, and any arrangements which may be necessary with the NYISO so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Municipality specifically authorizes the Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Distribution Utility. Competitive Supplier shall request consumption data for individual Participating Consumers from the Distribution Utility via EDI or via other adopted standards such as secure ftp. If further action is required by the Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Program Administrator, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the PSC, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of Firm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Distribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 15 of 46 2.2 NO THIRD PARTY BENEFICIARIES Except as specifically provided in Article 18.12, this ESA does not and is not intended to confer any rights or remedies upon any person other than the Parties. This ESA facilitates rights under the Joule Order and Local Law for Eligible Consumers to purchase electricity from the Competitive Supplier in accordance with this ESA. The Municipality, or Program Administrator in support of the Municipality, has the right, but not the obligation, to advocate on behalf of the Eligible Consumers interested in contracting for electric supply and on behalf of all Participating Consumers, unless otherwise prevented by law. 2.3 COMPLIANCE WITH LAWS The Municipality represents and covenants that the Local Law has been duly adopted and will remain in effect for the term of this ESA. 2.4 CONDITIONS PRECEDENT The Municipality's obligations under this ESA shall be conditioned upon the Competitive Supplier fulfilling the following requirements: (d)maintain Competitive Supplier's license from PSC (as such term is defined in the Local Distribution Utility's Terms and Conditions for Competitive Suppliers); (e)execute any appropriate NYISO applications and agreements; (f)obtain authorization from the FERC to sell power at market-based rates; (g)complete data (e.g. EDI, secure ftp) testing with Distribution Utility; (h)provide all other documentation required by the Distribution Utility; and (i)satisfying all insurance requirements set forth in ARTICLE 16 or elsewhere in this ESA. If Competitive Supplier has not fulfilled all such requirements by the Service Commencement Date, then the Municipality may terminate this ESA without any liability from Municipality to the Competitive Supplier. 2.5 OWNERSHIP AND USE OF ELIGIBLE CONSUMER DATA Competitive Supplier acknowledges that: 1) all Eligible Consumer data (including addresses, telephone numbers or other identifying information) made available to Competitive Supplier on behalf of Municipality for such data must be protected by the Competitive Supplier and its Associated Entities to the fullest extent possible under the law and all PSC Orders; 2) the Competitive Supplier does not hold any permanent right, title or interest in this data; and 3) this data is to be obtained, retained and used by the Competitive Supplier and its Associated Entities solely to provide Firm Full- Requirements Power Supply to Participating Consumers and to render other services expressly required or permitted under this ESA. Any other use of Eligible Consumer data other than for purposes directly related to this ESA is not permitted without the prior written consent of the Municipality. Competitive Supplier may share such Eligible Consumer data with third-party vendors as reasonably necessary to accommodate Competitive Supplier's provision of 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 16 of 46 Firm Full-Requirements Power Supply or other performance pursuant to this ESA (including, without limitation, collection of receivables), provided that Competitive Supplier will take reasonable measures to secure the confidential nature of such data and the restrictions set forth in this Article 2.5 and elsewhere in this ESA, and that any vendor or subcontractor is also bound by the terms and conditions of this ESA, especially those regarding data confidentiality and prohibition on non-permitted uses of data through a signed non- disclosure agreement, a copy of which will be provided to the Municipality. Except as expressly provided in this ESA, and as otherwise permitted by law, Competitive Supplier and its Associated Entities shall not disclose any Eligible Consumer data to any third-party and Competitive Supplier and its Associated Entities shall take all Commercially Reasonable measures to protect Eligible Consumer data from access by, or beneficial use for, any third-party. To the extent that the provision of Firm Full-Requirements Power Supply or other services under this ESA requires that Competitive Supplier and its Associated Entities have access to or make use of any Eligible Consumer data, Competitive Supplier and its Associated Entities shall treat such Eligible Consumer data as confidential information. Competitive Supplier may use Eligible Consumer data to engage in direct marketing only during the term of this ESA and subject to the terms set forth in Article 18.3. A violation of this Article 2.5 shall be grounds for termination under Article 4.2((a). Competitive Supplier agrees violation of this Article 2.5 shall constitute irreparable harm. Without limiting the foregoing, Competitive Supplier agrees to comply with all data security requirements of, including without limitation the terms of any data security agreement required by, the PSC, the DPS and any Distribution Utility in relation to the CCA and any confidential utility information disclosed to Competitive Supplier in performance of this Agreement. Competitive Supplier further agrees to execute any agreement in relation thereto as required by the PSC, the DPS and any Distribution Utility. Additionally, Competitive Supplier agrees that it shall be fully and solely responsible for payment of all fees (including reimbursement of any such fees paid for by Program Administrator) in connection with acquisition of customer data from the applicable Distribution Utility in relation to the performance of this ESA; provided, however, that this provision shall not apply to the acquisition of aggregated data by Program Administrator or Municipality prior to the execution of this Agreement, 2.6 ENVIRONMENTAL DISCLOSURE PROGRAM Competitive Supplier agrees to comply with any current and/or future rules and regulations related to Environmental Disclosure Program in the State of New York including without limitation all rules and regulations concerning labelling. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 17 of 46 ARTICLE 3 CONSUMER CHOICE, NOTIFICATION OF RIGHTS, ENROLLMENT 3.1 CONSUMER CHOICE The Parties acknowledge and agree that all Participating Consumers have the right, pursuant to Joule Order, Local Law, and the Program, to change their source of electricity supply, as set forth in Article 2.1. The Parties represent, warrant and covenant to each other that they shall not interfere with the right of Participating Consumers to opt-out of the Program, and shall comply with any rules, regulations or policies of PSC, the Distribution Utility and/or other lawful Governmental Authority regarding the procedures for opting out or of switching from one source of electric supply to another. Not inconsistent with the above, however, the Parties may take Commercially Reasonable measures to encourage Participating Consumers to affirmatively agree to remain in the Program, consistent with any Governmental Rules. 3.2 NOTIFICATION TO NEW CONSUMERS OF OPT-OUT RIGHTS Consistent with the requirements of any applicable Governmental Rules, and within a reasonable time after the Distribution Utility notifies Competitive Supplier of the existence of a New Consumer and has provided to Competitive Supplier such New Consumer's account number, service and billing address, and other pertinent contact information, Competitive Supplier shall notify such New Consumer (i) of the date on which such New Consumer will be automatically enrolled in the Program, and (ii) that the Competitive Supplier will be providing Firm Full- Requirements Power Supply to such New Consumer as of the same date, subject to the opt-out provisions of the Joule Order, Local Law, and the Program ("Opt-Out Notice"). The Opt-Out Notice shall be mailed to each such New Consumer prior to the date of automatic enrollment and shall: (i) prominently state all charges to be assessed by the Competitive Supplier; (ii) at a minimum, provide a summary of the prices and terms included in Exhibit A as well as fully disclose the prices and terms then being offered for Basic Utility Supply Service by the Distribution Utility; (iii) state how such New Consumer may opt-out of the Program prior to enrollment and remain on Basic Utility Supply Service from the Distribution Utility; and (iv) state how all Participating Consumers, subsequent to enrollment, will also have the right to opt-out at any time and return to Basic Utility Supply Service or choose a new Competitive Supplier without paying a fee or penalty to Competitive Supplier. All forms of such notices must be approved in advance by the Municipality. In providing the notifications set forth in this Article 3.2, and in otherwise conducting the activities in Article 3.4 below, the Competitive Supplier must rely upon information provided to it by the Distribution Utility for the purpose of performing its obligations. Competitive Supplier will not be responsible for any errors in connection with notification of Eligible Consumers only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Distribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 18 of 46 3.3 CONSUMER AWARENESS Upon mutual agreement concerning the content and method, either the Competitive Supplier, Municipality, or Program Administrator may conduct consumer awareness efforts at its sole expense. 3.4 ENROLLMENT 3.4.1 Participating Consumers All Eligible Consumers as of the Effective Date will be enrolled in the Program, thus becoming Participating Consumers, under the terms of this ESA unless they opt-out during the 33-day period following initial communication through the opt-out letter. Participating Consumers may dis-enroll from the Program at any time thereafter with no fee or penalty. The Municipality shall authorize the Distribution Utility to provide to Competitive Supplier or to an alternative designee of the Program Administrator who has agreed in writing to a non-disclosure agreement, a copy of which will be provided to the Municipality, a list of Participating Consumers as of the Effective Date, as well as such Participating Consumer’s service and billing addresses, and any other information necessary for Competitive Supplier to commence Firm Full-Requirements Power Supply to such Participating Consumers as of the Service Commencement Date. 3.4.2 New Consumers If New Consumers elect not to opt-out of the Program as provided in Article 3.2, such New Consumers will be automatically enrolled by Competitive Supplier in the Program. These New Consumers electing not to opt out of the Program as provided in Article 3.2 shall be enrolled in the Program at the rates reflected in Exhibit A that refer specifically to New Consumers. Competitive Supplier shall enroll such New Consumers in accordance with applicable PSC and Distribution Utility rules. 3.4.3 Eligible Consumers Opting Out [add “Opt Down” option] At any time during the Term of this ESA, Eligible Consumers who have previously opted out of the Program may request that they be enrolled or re-enrolled in the Program. Competitive Supplier shall provide Firm Full-Requirements Power Supply to such Eligible Consumers at a price determined by the then-prevailing market conditions, as defined in Exhibit A. Following mutually agreed upon procedures, the Competitive Supplier is responsible for accurately and promptly transmitting information regarding Eligible Consumers, to the Distribution Utility. The Competitive Supplier shall be responsible for enrolling all Participating Consumers through data (e.g. EDI or secure ftp) transactions submitted to the Distribution Utility for initial enrollment in the aggregation and all enrollments thereafter. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 19 of 46 3.4.4 Consumers Served by Third-Parties Consumers being served under other competitive supply programs offered by third-parties will not be automatically enrolled as Participating Consumers under this ESA when such program terminates or is otherwise completed. Competitive Supplier agrees that consumers under such third- party competitive supply programs may affirmatively opt-in at any time and receive Firm Full- Requirements Power Supply, thereby becoming Participating Consumers. New Consumers who opt-in as provided in this Article 3.4.4 shall be enrolled in the Program at the rates reflected in Exhibit A that refer specifically to New Consumers. 3.4.5 Termination Fees There shall be no termination fees for any Participating Consumers to disenroll from the Program. ARTICLE 4 TERM OF CONTRACT AND TERMINATION 4.1 TERM This ESA shall commence on the Execution Date, provided, however, that Competitive Supplier's obligation to provide Firm Full-Requirements Power Supply shall commence on the Service Commencement Date, and shall terminate with the Participating Consumers’ “Final Meter Read Date” determined by the Parties and set forth in Exhibit A Part 1 in the paragraphs with the heading “Term”, unless terminated earlier under Article 4.2 below. 4.2 TERMINATION This ESA may be terminated at any time upon written notice: (a)by the Municipality, or the Competitive Supplier, if the other Party fails to remedy or cure any breach of any material provision or condition of this ESA (including, but not limited to, Article 2.5 and ARTICLE 9), but excluding the failure to provide or arrange for Firm Full- Requirements Power Supply, which is addressed in Article 4.2((f), within sixty (60) days following written notice to do so by the non-breaching party; or (b)by the Municipality, or the Competitive Supplier, if any material provision or condition of this ESA be finally adjudged invalid by any court of competent jurisdiction, or if PSC exercises any lawful jurisdiction so as to invalidate or disapprove this ESA in whole or in significant part; or (c)by the Municipality, if a Regulatory Event that is not a Qualifying Regulatory Event affects the Competitive Supplier and Competitive Supplier incurs costs and chooses to allocate and collect excess costs from Participating Consumers; or (d)by the Municipality, if a court, PSC or other lawful authority makes an adjudication that nullifies or materially alters any of the provisions of ARTICLE 6; or (e)by the Municipality, i) if an order is entered against the Competitive Supplier approving a petition for an arrangement, liquidation, dissolution or similar relief relating to Bankruptcy or insolvency and such order remains unvacated for thirty (30) days; or (ii) immediately if 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 20 of 46 the Competitive Supplier shall file a voluntary petition in Bankruptcy or any petition or answer seeking any arrangement, liquidation or dissolution relating to Bankruptcy, insolvency or other relief for debtors or shall seek, consent to, or acquiesce in appointment of any trustee, receiver, or liquidation of any of Competitive Supplier’s property; or (f) notwithstanding the foregoing, the failure of Competitive Supplier to provide or arrange for Firm Full-Requirements Power Supply to Participating Consumers, in the absence of Force Majeure or the Municipality's failure to perform, shall constitute an act of default, and the Municipality may terminate this ESA upon giving written notice and without a cure period. In the event the Competitive Supplier has performed its obligations hereunder and its failure to arrange for or provide Firm Full-Requirements Power Supply is a direct result of actions or non-actions by any transmission service provider, the Distribution Utility, or the NYISO, the Competitive Supplier’s failure shall not be deemed to be an act of immediate default and would be subject to remedy or cure as provided in Article 4.2((a). 4.3 OBLIGATIONS UPON TERMINATION Following termination of this ESA, the Parties shall each discharge by performance all obligations due to any other Party that arose up to the date of termination of the ESA and Competitive Supplier shall continue to have the right to collect all monies due for services rendered to that date. Upon termination, Competitive Supplier shall have all Participating Consumers switched back to obtaining supply from the Distribution Utility, or support the Distribution Utility as reasonably possible to switch to another supplier selected by Municipality, by submitting all consumer drops via EDI or alternative data protocol to the Distribution Utility, or such other supplier, in a form acceptable to the Distribution Utility, or such other supplier. 4.4 EXTENSION The ESA may be extended beyond the termination date established in Article 4.1 by mutual written agreement of the Parties. Any new pricing terms shall be added to and replace Exhibit A as Exhibit A Extension. Upon any such extension, this ESA shall continue to be in effect, and all provisions of the ESA shall retain the same force and effect as before the extension, unless it is terminated by any Party pursuant to the provisions of Article 4.2 or until the date stated in such extension. ARTICLE 5 CONTINUING COVENANTS The Competitive Supplier agrees and covenants to perform each of the following obligations during the term of this ESA. 5.1 STANDARDS OF MANAGEMENT AND OPERATIONS In performing its obligations hereunder, during the term of this ESA, the Competitive Supplier shall exercise reasonable care to assure that its facilities are prudently and efficiently managed; that it employs an adequate number of competently trained and experienced personnel to carry out its responsibilities; that it delivers or arranges to deliver an uninterrupted supply of such amounts 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 21 of 46 of electricity to the Point of Delivery as are required under this ESA; that it complies with all relevant industry standards and practices for the supply of electricity to Participating Consumers; and that, at all times with respect to Participating Consumers, it exercises good practice for a Competitive Supplier and employs all Commercially Reasonable skills, systems and methods available. 5.2 CUSTOMER SERVICE ACCESS The Competitive Supplier agrees to provide, or cause to be provided, certain customer services to Participating Consumers. Such services shall be reasonably accessible to all Participating Consumers, shall be available during normal working hours, shall allow Participating Consumers to transact business they may have with the Competitive Supplier, and shall serve as a communications liaison among the Competitive Supplier, the Municipality, and the Distribution Utility. A toll-free telephone number will be established by Competitive Supplier and be available for Participating Consumers to contact Competitive Supplier during normal business hours (9:00 A.M.- 6:00 P.M. Eastern Time, Monday through Friday), as well as 9:00am-1:00pm on Saturday, to resolve concerns, answer questions and transact business with respect to the service received from Competitive Supplier. To the extent practicable, the Municipality will post program-related information on the Municipality’s website which will be available to Participating Consumers for general information, comparative pricing, product, and service information, and other purposes. 5.3 RESPONDING TO REQUESTS FOR INFORMATION To the extent authorized by the Participating Consumer(s) and to the extent such individual permission is required by law, the Competitive Supplier shall, during normal business hours (as set forth above), respond promptly and without charge therefore to reasonable requests of the Municipality for information or explanation regarding the matters covered by this ESA and the supply of electricity to Participating Consumers. Competitive Supplier agrees to designate a service representative or representatives (the “Service Contacts”) who shall be available for these purposes, and shall identify the office address and telephone number of such representative(s). Whenever necessary to comply with this Article 5.3, the Service Contacts shall call upon other employees or agents of the Competitive Supplier to obtain such information or explanation as may be reasonably requested. Nothing in this Article 5.3 shall be interpreted as limiting the obligation of the Competitive Supplier to respond to complaints or inquiries from Participating Consumers, or to comply with any regulation of PSC regarding customer service. 5.4 ARRANGING FOR FIRM FULL-REQUIREMENTS POWER SUPPLY Competitive Supplier shall participate in or make appropriate arrangements with NYISO, any relevant regional transmission organization, wholesale suppliers or any other entity to ensure an uninterrupted flow of Firm Full-Requirements Power Supply to the Distribution Utility for delivery to Participating Consumers, and exercise all Commercially Reasonable efforts to cooperate with NYISO or any other entity to ensure a source of back-up power in the event that 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 22 of 46 Competitive Supplier is unable to deliver Firm Full-Requirements Power Supply to the Point of Delivery. In the event the Competitive Supplier is unable to deliver sufficient electricity to the grid to serve Participating Consumers, the Competitive Supplier shall utilize such arrangements and exercise all Commercially Reasonable efforts as may be necessary to continue to serve Participating Consumers under the terms of this ESA, and shall bear any costs it may incur in carrying out these efforts and obligations. Competitive Supplier shall not be responsible to the Municipality or any Participating Consumers in the event that, through no fault of the Competitive Supplier or its Associated Entities, the Distribution Utility disconnects, curtails or reduces service to Participating Consumers (notwithstanding whether such disconnection is directed by NYISO). 5.5 NON-DISCRIMINATORY PROVISION OF SERVICE Competitive Supplier shall supply electric energy to the Point of Delivery to all Participating Consumers on a non-discriminatory basis; provided, however, that those prices and other terms may vary in accordance with reasonably established rate classifications (e.g., residential and small commercial as defined by the Distribution Utility) or by such other categories as appear in Exhibit A. To the extent applicable, Competitive Supplier's prices, terms and conditions shall be in accordance with the New York General Laws, the regulations of PSC, and other applicable provision of law. To the extent required by law and/or the conditions of any PSC approval of this ESA, the Competitive Supplier may not deny service to an Eligible or Participating Consumer for failure to pay the bills of any other electric company (whether engaged in the distribution, transmission, or generation of electricity) or of any other aggregator, marketer or broker of electricity, but may reasonably deny or condition new service, or terminate existing service, based upon any Participating Consumer's failure to pay bills from the Competitive Supplier, subject to any provisions of law or applicable PSC orders or regulations. Provision of electric energy supply shall be subject to reasonable credit policy, to the extent permitted by law, as described in Exhibit A. In any event, should either Program Administrator or Municipality actively achieve and document (e.g. to the satisfaction of the New York State Public Service Commission and the Distribution Utility) reduction in capacity tag buying obligations, Competitive Supplier will pay or distribute benefits from these tag reductions to Participating Consumers at the NYISO strip clearing price for the appropriate zone (i.e., Zones A through K in New York State), in which the capacity tag reduction is certified by appropriate party. Program Administrator agrees it does not intend to pursue any actions that would increase the capacity tag obligation to Competitive Supplier. Should either Program Administrator or Municipality actively achieve reduction in buying requirements for other mandated purchases, Competitive Supplier will liquidate resources it has purchased to serve this contract, through the NYISO platform and pay or distribute benefits to Participating Consumers, from this reduction in buying requirements that Competitive Supplier receives when Supplier liquidates these purchased resources. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 23 of 46 5.6 APPROVAL OF GENERAL COMMUNICATIONS Competitive Supplier shall cooperate with the Municipality in the drafting and sending of messages and information to Eligible or Participating Consumers concerning the Program or any matter arising under or related to this ESA. Competitive Supplier shall, prior to sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, "General Communications") to Eligible or Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), provide a copy of such General Communication to the Municipality and to Program Administrator for its review to determine whether it is consistent with the purposes and goals of the Municipality and Program Administrator. The Municipality or Program Administrator shall have the right to disapprove such General Communications and suggest revisions within seven (7) calendar days (not including weekends and holidays) of receiving a copy thereof if it finds the communication inconsistent with the purposes and goals of the Municipality, factually inaccurate or likely to mislead; provided, however that there shall be no such right of disapprove for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or (b) in the nature of routine monthly or periodic bills, or collection notices, except that, with regard to any bill insert or message included at the bottom of such bill not within the scope of (a) above, Municipality or Program Administrator shall have such right of disapproval. If the Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the Municipality, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such communication that it has not been endorsed by the Municipality, and (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Competitive Supplier’s notice to exercise or enforce its rights under the ESA or any agreement with customer, including but not limited to any notice of Force Majeure or change in law. 5.7 COMMUNICATION OF INSERTS AND MESSAGES Competitive Supplier agrees that if it communicates with Participating Consumers directly (or if it is provided a certain number of characters on the regular bill for discretionary communication), and unless prevented for regulatory or other such reasons from doing so, it shall allow the Municipality or Program Administrator to include no less than three (3) inserts per year into such communications, provided that the Program Administrator or Municipality, where appropriate pays the cost of printing and reproducing such insert and any incremental postage or handling costs the Competitive Supplier may incur as a result of including such insert. Competitive Supplier shall have the right to disapprove such General Communications (other than those pertaining to the Municipality's demand-side management, energy efficiency programs and technology, and renewable energy programs, if applicable) and suggest revisions within seven (7) calendar days 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 24 of 46 after receipt (not including weekends and holidays) if it finds the communication inconsistent with its business interests, factually inaccurate or likely to mislead; provided, however that there shall be no such right of disapproval for any communication which has been ordered by PSC or any other Governmental Authority to be so communicated. 5.8 PARTICIPATING CONSUMER LISTS To the extent not prohibited by any Governmental Rule or expressly prohibited by any Participating Consumer(s), the Competitive Supplier shall, upon request of the Municipality or of Program Administrator, provide aggregate consumption information as the Municipality or Program Administrator may request to the extent such information is available to Competitive Supplier. Competitive Supplier shall provide Participating Consumer lists in an electronic format reasonably acceptable to both Parties and with no more frequency than once a month, subject to non-disclosure agreement for consumers who have not requested that their personal information be denied to Program Administrator or to Municipality. 5.9 COMPLIANCE WITH LAWS The Parties shall promptly and fully comply with all existing and future Governmental Rules of all Governmental Authorities having jurisdiction over the activities covered by this ESA. 5.10 CONSENT Whenever performance of an obligation of any Party hereto requires the consent or approval of any Governmental Authority, such Party shall make Commercially Reasonable efforts to obtain such consent or approval. In the event the Competitive Supplier requests the Municipality's assistance in obtaining such consent or approval and the Municipality anticipates that it will incur costs in fulfilling the Competitive Supplier's request, it shall give the Competitive Supplier an estimate of such costs. Upon receiving the estimate, Competitive Supplier shall determine whether it will continue to request the Municipality's assistance, and if so, the Competitive Supplier shall reimburse the Municipality for all costs, up to the estimated dollar amount, reasonably incurred by the Municipality in connection with such efforts. 5.11 CREDITWORTHINESS Competitive Supplier represents, warrants and covenants that it is, and shall be, for the Term of this ESA, in compliance with all credit policies and requirements of the New York Independent System Operator, and comply with any credit requirements as set forth in the RFP. 5.12 COMPLIANCE WITH RFP Competitive Supplier represents and warrants that Competitive Supplier’s response to the Energy Procurement Request for Proposals is compliant with the terms and conditions set forth in the RFP. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 25 of 46 ARTICLE 6 ROLE OF THE MUNICIPALITY Under this ESA, the Municipality shall not actually receive, take title to, or be liable for the supply or delivery of Firm Full-Requirements Power Supply in any manner whatsoever. The Parties specifically agree that the role of the Municipality is established under the Joule Order and Local Law and may include negotiating the terms and conditions under which Firm Full- Requirements Power Supply will be provided by the Competitive Supplier under this ESA. It is the sole obligation of the Competitive Supplier to arrange for delivery of Firm Full- Requirements Power Supply to Participating Consumers. The Parties agree that, with regards to electricity, Municipality is not a “public utility company” or providing any “public utility service” within the meaning of GML 360 and Article ARTICLE 4 of Public Service Law as a result of this ESA. Should a court, PSC, or other lawful authority adjudicate to the contrary, the provisions of Article 4.2 (a) shall apply. However, the Municipality may be considered to be operating a municipal load aggregation plan pursuant to Joule Order and Local Law. The Competitive Supplier hereby agrees that it will take no action, whether directly or through its Associated Entities, that would make the Municipality liable to any Participating Consumer due to any act or failure to act on the part of the Competitive Supplier or its Associated Entities relating to the delivery or supply of Firm Full-Requirements Power Supply. Municipality shall conduct outreach to the community in addition to the initial program notification letter as required by the Public Service Commission, which will be delivered at the Competitive Supplier’s expense, with a Business Reply Mail insert to allow Eligible Consumers to opt out without postage expense. As required by the Public Service Commission, Municipality will report on their endeavors to Program Administrator to inform residents on the Program and “non-demand charge” commercial businesses. In case of any doubt, Municipality shall retain final control of content related to all communications. ARTICLE 7 ROLE OF PROGRAM ADMINISTRATOR 7.1 PROGRAM ADMINISTRATOR RIGHTS AND DUTIES Program Administrator is responsible for Program organization, administration, procurement, and communications, unless otherwise specified herein or agreed in writing. Program Administrator, agrees to: (a)Provide the involved agencies and parties, such as but not limited to the PSC or Distribution Utility, requested information about and documentation of the actions undertaken by the Municipality in furtherance of enabling participation in the Program; (b)Prepare, or cause to be prepared, and provide the Municipality with requested and non- confidential information that the involved agencies and parties, such as but not limited to the PSC or Distribution Utility, provide to the Program Administrator in furtherance of establishing the Program; 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 26 of 46 (c)Upon execution hereof, initiate all the necessary steps to secure the needed information to fulfill the customer notification requirements of the Joule Order, including but not limited to the following: file final versions of customer opt-out letters, after the supply procurement is finalized, that provide details on Program contracts. (d)File any request for proposals or similar solicitation seeking electricity supply or other energy services and any draft correspondence on such services with DPS Staff for review. (e)Provide the Municipality with timely communications content to effect customer notification requirements for approval, such approval not to be unreasonably withheld, given the projected schedule of Program’s implementation; and (f)Fulfill any other responsibilities as may reasonably adhere to facilitating the implementation of the Program; and (g)Fulfill any other responsibilities as set forth in this agreement herein. 7.2 PROGRAM ADMINISTRATOR FEE Competitive Supplier shall pay Program Administrator $0.0008 for each kWh delivered, invoiced and paid for by Participating Consumers during the Term (“Program Administrator Fee” or “Fee”). The Parties agree that Competitive Supplier will remit the Program Administrator Fee to the Program Administrator, pursuant to the terms of this ESA. Competitive Supplier shall pass through such payments to Program Administrator for the duration of this ESA. This provision shall be binding upon the Parties and all permitted assigns and other successors-in-interest of the Parties. 7.3 PAYMENT OF FEE Payment to Program Administrator will be made monthly by Automated Clearing House (“ACH”) (an electronic network for financial transactions) to the account set forth in Exhibit B hereto, provided that Competitive Supplier has received payment with respect to the electricity used by the Participating Consumers. The Program Administrator Fee shall be paid by the last business day of the month based on revenue collected by Competitive Supplier with respect to each Participating Consumer during the calendar month two months prior. For example, full payments received in January will be paid by the end of March. If Competitive Supplier has paid a past Fee in error (or the payment was based on information subsequently determined invalid), it may deduct from or add to future payments due under this ESA and provide explanation of the error in sufficient detail. Program Administrator shall provide the Municipality with a reasonably detailed accounting not less than annually of the program impact (e.g., rates paid vs utility rate), financial and other, including revenues received and expenses incurred on communication, administration and legal expenses. 7.4 INDEPENDENT CONTRACTOR The Parties agree that Program Administrator is not an agent or employee of Competitive Supplier for any purpose. All expenses which are incurred by Program Administrator in connection with 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 27 of 46 this ESA shall be borne wholly and completely by Program Administrator, except as otherwise agreed herein or in writing. Program Administrator shall be responsible for all state, federal, and local taxes, including estimated taxes and social security and employment reporting for Program Administrator or any employees or agents of Program Administrator. ARTICLE 8 PRICES AND SERVICES; BILLING 8.1 SCHEDULE OF PRICES AND TERMS Competitive Supplier agrees to provide Firm Full-Requirements Power Supply and other related services as expressly set forth herein in accordance with the prices and terms included in Exhibit A to this ESA, which Exhibit is hereby incorporated by reference into this ESA. 8.2 OBLIGATION TO SERVE As between the Parties, Competitive Supplier has the sole obligation to obtain sources of supply, whether from generating facilities owned or controlled by its affiliates, through bilateral transactions, or the market, as may be necessary to provide Firm Full-Requirements Power Supply for all of the Participating Consumers under the Program. Competitive Supplier, except as explicitly limited by the terms included in Exhibit A, shall be obligated to accept all Participating Consumers, regardless of their location or energy needs provided such Participating Consumers are eligible under the applicable regulations and tariffs of the Distribution Utility. 8.3 METERING The Parties understand and acknowledge that the Distribution Utility will be responsible for any metering which may be required to bill Participating Consumers in accordance with the rules governing the supply of electricity in the service territory of the Distribution Utility. 8.3.1 Title Title to Firm Full-Requirements Power Supply will transfer from Competitive Supplier to Participating Consumers at the Point of Sale. In accordance with the rules governing the supply of electricity in the service territory of the Distribution Utility, Competitive Supplier will be responsible for any and all losses incurred on the local network transmission systems and distribution systems, as determined by the Distribution Utility. 8.3.2 Billing and Payment Unless otherwise specified in an exhibit to this ESA, all billing under this ESA shall be based on the meter readings of each Participating Consumer's meter(s) performed by the Distribution Utility. Competitive Supplier shall cause the Distribution Utility to prepare and mail bills to Participating Consumers monthly. The Competitive Supplier shall adopt the billing and payment terms offered by the Distribution Utility to its Eligible Consumers on Basic Utility Supply Service. If actual meter date is unavailable, the Competitive Supplier may cause the Distribution Utility to 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 28 of 46 bill based on its good faith estimates of usage. Any over-charge or under-charge will be accounted for in the next billing period for which actual meter data is available. 8.3.3 Regional and Local Transmission The prices quoted in Exhibit A do not include current and future charges for distribution service costs collected by the Distribution Utility under its distribution service tariff or local transmission costs as may be imposed by NYISO or individual electric utilities that have FERC transmission tariffs. The Competitive Supplier understands that these costs will be collected by the Distribution Utility. If, in the future, Competitive Supplier becomes responsible for such distribution or transmission costs, Competitive Supplier shall be entitled to collect such costs from Participating Consumers to the extent permitted by any Governmental Rules. These costs are "pass through" costs as determined by the appropriate regulatory agencies. 8.3.4 Taxes All sales, gross receipts, excise or similar taxes imposed with respect to the sale or consumption of Firm Full-Requirements Power Supply required to be collected by the Competitive Supplier shall be included on the Participating Consumer's bill and shall be remitted to the appropriate taxing authority by Competitive Supplier. For avoidance of doubt, it is understood that the Competitive Supplier shall include gross receipts tax in its preparation of Participating Consumers’ bills. Participating Consumers shall be responsible for all taxes that are customarily imposed upon a purchaser of electricity and are associated with electricity consumption under the ESA. The Parties acknowledge and agree that Participating Consumers shall be responsible for identifying and requesting any exemption from the collection of any tax by providing appropriate documentation to Competitive Supplier. For avoidance of doubt, Competitive Supplier shall be responsible for all taxes imposed upon it as a supplier of electricity, including taxes on Competitive Supplier’s income. ARTICLE 9 ADDITIONAL COMPLIANCE BY COMPETITIVE SUPPLIER Competitive Supplier agrees that it, and its Associated Entities directly or indirectly involved in providing services or meeting the Competitive Supplier’s obligations under the ESA, will comply with the applicable provisions of the Joule Order and any regulations, orders or policies adopted pursuant thereto. In addition, Competitive Supplier specifically represents, warrants and agrees that it that it has reviewed and has fully complied and will fully comply with, all relevant regulations, requirements, and orders of the FERC, NYISO, and PSC. Competitive Supplier shall comply with all requirements of the Request for Proposal issued in relation to this ESA. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 29 of 46 ARTICLE 10 SERVICE PROTECTIONS FOR CONSUMERS 10.1 UNIFORM BUSINESS PRACTICES COMPLIANCE Competitive Supplier agrees that it and its Associated Entities directly or indirectly involved in providing services or meeting the Competitive Supplier’s obligations under the ESA shall comply with the provisions of the Uniform Business Practices, as applicable to Competitive Suppliers, and any amendments thereto, notwithstanding any relief from the Uniform Business Practices offered by the PSC to the Program. In addition, the Competitive Supplier and its Associated Entities agrees to comply with any code of conduct or policies the PSC may adopt in accordance with the Joule Order and to all related Orders of Case 14-M-0224 to which the Program Administrator is required to adhere, notwithstanding any relief from the Uniform Business Practices offered by the PSC to the Program. 10.2 DESCRIPTION OF SUPPLIER’S PROCEDURES AND SERVICES The Competitive Supplier shall, on or before the Effective Date, provide a written, detailed description of its billing and termination procedures, customer services, confidentiality and related practices and procedures for approval by the Municipality (which approval shall not be unreasonably withheld). Such written description shall also include the Competitive Supplier's plans for protecting the rights and protections of Participating Consumers under the Home Energy Fair Practices Act which requires that all utility customers be treated fairly with regard to application for service, customer billing, and complaint procedures. If the Participating Consumer(s) so permit(s) or to the extent such permission is required by law or the terms of any PSC order with respect to this ESA, the Competitive Supplier agrees to provide notice to the Municipality of any consumer complaints received from a Participating Consumer, and the Municipality shall have the right, but not the obligation, to participate (directly or through the Program Administrator) in resolution of the dispute, to the extent that such complaints relate directly to the Program, and to the extent permitted by PSC regulations and other applicable law. The failure to timely submit such written description, or the submission of practices and procedures which materially fail to comply with PSC regulations and policies, shall be deemed grounds for termination of this ESA, at the discretion of the Municipality after providing written notice by the Municipality or the Program Administrator, of such failure to the Competitive Supplier and allowing the Competitive Supplier sixty (60) days to cure such failure. 10.3 DISPUTE RESOLUTION In accordance with the Uniform Business Practices, in the event of a dispute regarding an invoice or Competitive Supplier's service, whether directly or through its Associated Entities, under this ESA, a Participating Consumer may initiate a formal dispute resolution process by providing written notice to the PSC. The PSC will assist the Parties in reaching a mutually acceptable resolution. If no such resolution is reached within 40 calendar days of receipt of the formal written notice, any Party may request an initial decision from PSC. Parties may appeal this decision. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 30 of 46 ARTICLE 11 NON-DISCRIMINATION IN HIRING AND EMPLOYMENT Competitive Supplier agrees that it shall conduct its operations and activities under this ESA in accordance with all applicable state and federal laws regarding non-discrimination in hiring and employment of employees, and will require all Associated Entities to do the same. ARTICLE 12 POWER SUPPLY INFORMATION AND ACCESS TO INFORMATION 12.1 POWER SUPPLY INFORMATION 12.1.1 Monthly Report of Sales Competitive Supplier shall provide the Program Administrator with a monthly report of sales which will contain at a minimum: (i) the actual aggregate kWh sales, rate and commission due to Program Administrator for each meter read of the reporting period (with billing “from and to” date); (ii) account status (e.g., active or cancelled); (iii) the number of Participating Consumer accounts active in each meter read of the reporting period; and (iv) other information reasonably requested. In addition, the aggregate kWh sales and number of Participating Consumer accounts shall be listed in the report both by Service Class and rate. The monthly report will be due to the Program Administrator within thirty (30) days following the close of each month. This information shall be provided in electronic format, satisfactory to the Program Administrator. 12.1.2 Consumer-Related Data On and after the Service Commencement Date, Competitive Supplier will maintain consumer- related data in electronic form including utility account number, billing name, billing address, service address historical usage, demand, and ICAP (Installed Capacity) data. A violation of this Article 12.1.2 shall be grounds for termination under Article 4.2(a) unless such violation is due to a system or reasonable administrative error and the Competitive Supplier demonstrates to the Municipality’s satisfaction that such system or administrative error exists and that the Competitive Supplier is acting in good faith to resolve such issue. 12.1.3 Standard of Care Competitive Supplier and its Associated Entities shall use all Commercially Reasonable efforts in preparing and providing any information or data required under the ESA. To the extent that Competitive Supplier determines that any information or data provided hereunder is in error, it shall provide such information or data to the Municipality or its agent within a Commercially Reasonable time. 12.2 POWER SUPPLY REPORT Unless the Environmental Disclosure Program labeling requirement is waived by PSC, Competitive Supplier shall present a copy of the current Environmental Disclosure Program label as and when required by PSC of all Competitive Suppliers to be disclosed to their Participating 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 31 of 46 Consumers, which includes information pertaining to Competitive Supplier's power supply and a reasonably detailed description of the sources of Competitive Supplier's power supply used to serve Participating Consumers pursuant to this ESA, except to the extent such disclosure would violate any confidentiality obligations of Competitive Supplier. 12.3 BOOKS AND RECORDS Competitive Supplier shall keep its books and records in accordance with any applicable regulations or guidelines of PSC, FERC, and any other Governmental Authority and accounting standards. The Municipality will have electronic access to any reports mandated by the Securities and Exchange Commission which are available on the Internet "EDGAR" system. Upon reasonable request by the Municipality and at the Municipality's reasonable expense, Competitive Supplier or its Associated Entities shall provide reasonable back up for any charge under this ESA questioned by the Municipality. 12.4 COPIES OF REGULATORY REPORTS AND FILINGS Upon reasonable request, Competitive Supplier shall provide to the Municipality a copy of each public periodic or incident-related report or record relating to this ESA which it files with any New York or federal agency regulating rates, service, compliance with environmental laws, or compliance with affirmative action and equal opportunity requirements, unless the Competitive Supplier is required by law or regulation to keep such reports confidential. Competitive Supplier shall be reimbursed its reasonable costs of providing such copies, if only available in hard copy. ARTICLE 13 RESOLUTION OF DISPUTES; CHOICE OF LAW AND FORUM 13.1 CHOICE OF LAW AND FORUM This ESA and the rights of the Parties shall be interpreted and determined in accordance with the laws of the State of New York without respect to conflicts-of-laws principles. Any litigation arising hereunder shall be brought solely in the appropriate federal court in New York or appropriate state court sitting in the New York county in which the Municipality is located, to whose jurisdiction the Parties hereby assent, waiving all objections to venue or forum. 13.2 DISPUTE RESOLUTION Unless otherwise provided for in this ESA, the dispute resolution procedures of this Article 13.2 shall be the exclusive mechanism to resolve disputes arising under this ESA. The Parties agree to use their respective best efforts to resolve any dispute(s) that may arise regarding this ESA. Any dispute that arises under or with respect to this ESA that cannot be resolved shall in the first instance be the subject of informal negotiations between the Parties involved in the dispute. The dispute shall be considered to have arisen when one Party sends the other Party(ies) involved in the dispute a written notice of dispute. The period for informal negotiations shall be fourteen (14) days from receipt of the written notice of dispute unless such time is modified by written agreement of the Parties involved in the dispute. In the event that the Parties involved in the dispute cannot 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 32 of 46 resolve a dispute by informal negotiations, the Parties may seek judicial relief or enforcement subject to the provisions of this ESA. Notwithstanding the foregoing, injunctive relief may be immediately sought without resorting to alternative dispute resolution to prevent irreparable harm that would be caused by a breach of this ESA. ARTICLE 14 INDEMNIFICATION 14.1 INDEMNIFICATION BY THE COMPETITIVE SUPPLIER In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Administrator ("Indemnified Parties") and the Indemnified Parties’ elected officials, officers, owners, directors, employees, agents, representatives and independent contractors, from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys’ fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Distribution Utility, the Municipality, the Program Administrator or any of their elected officials, officers, owners, directors, r employees, representatives, independent contractors or agents, if any or (ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA. 14.2 NOTICE OF INDEMNIFICATION CLAIMS If the Municipality or Program Administrator seeks indemnification pursuant to this ARTICLE 14, it shall notify Competitive Supplier of the existence of a claim, or potential claim as soon as practicable after learning of such claim, or potential claim, describing with reasonable particularity the circumstances giving rise to such claim. 14.3 SURVIVAL Notwithstanding any provision contained herein, the provisions of this Article ARTICLE 14 shall survive the termination of this ESA for a period of two (2) years with respect to (i) any claims which occurred or arose prior to such termination and (ii) any losses occurring as a result of the termination. 14.4 DUTY TO MITIGATE Each Party agrees that they have a duty to mitigate damages and covenant that they will use Commercially Reasonable efforts to minimize any damages they may incur as a result of the other Party's performance or non-performance of this ESA. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 33 of 46 ARTICLE 15 REPRESENTATIONS AND WARRANTIES 15.1 BY THE COMPETITIVE SUPPLIER As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Municipality as of the Execution Date of this ESA as follows: (a)it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; (b)it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; (c)the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; (d)subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Municipality in conformance with the terms and conditions of this ESA, subject to Bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally and general principles of equity; (e)no Bankruptcy is pending against it or to its knowledge threatened against it; (f)none of the documents or other written information furnished by or on behalf of Competitive Supplier to or for the benefit of the Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and (g)all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate. 15.2 BY THE MUNICIPALITY As a material inducement to entering into this ESA, the Municipality hereby represents and warrants to Competitive Supplier as of the Execution Date of this ESA as follows: (a)this ESA constitutes the legal, valid and binding contract of the Municipality enforceable in accordance with its terms, subject to applicable law; (b)the execution, delivery and performance of this ESA are within the Municipality's powers, have been or will be duly authorized by all necessary action; (c)Municipality has all authorizations from local Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; and 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 34 of 46 (d) no Bankruptcy is pending or threatened against the Municipality; 15.3 BY THE PROGRAM ADMINISTRATOR As a material inducement to entering into this ESA, the Program Administrator hereby represents and warrants to Competitive Supplier and Municipality as of the Execution Date of this ESA as follows: (a)this ESA constitutes the legal, valid and binding contract of Program Administrator enforceable in accordance with its terms, subject to applicable law (b)the execution, delivery and performance of this ESA are within Program Administrator's powers, have been or will be duly authorized by all necessary action; (c)Program Administrator has all authorizations from any local or state Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; and (d)no Bankruptcy is pending or threatened against Program Administrator. ARTICLE 16 INSURANCE 16.1 In order to help support the indemnifications provided in ARTICLE 14, and its other promises and covenants stated herein, Competitive Supplier shall secure and maintain, at its own expense, before the Effective Date and throughout the term of this ESA, unless otherwise specified, commercial general liability insurance of at least $1,000,000 combined single limit and excess liability coverage of at least $5,000,000 with insurers licensed to do business in the State of New York. Each of the required insurance policies shall be with insurers qualified to do business in the State of New York, with an A- or better rating for financial condition and financial performance by Best’s Key Rating Guide, Property/Casualty Edition. In the event the Competitive Supplier’s insurance carrier is downgraded to a rating of lower than Best’s A-, Competitive Supplier shall have ninety (90) days to obtain coverage from a carrier with a rating of at least Best’s A-. Proof acceptable to the Municipality that each such insurance coverage is in force and effect, and listing the Municipality as an additional insured on all policies, shall be submitted on or before the Effective Date and thereafter whenever renewed or requested by the Municipality. All insurers must be notified that the insurance policies must provide that a copy of any notice of cancellation or non- renewal will be sent to the Municipality. 16.2 With respect to any of the insurance policies provided by the Competitive Supplier pursuant to these requirements which are “claims made” policies, in the event at any time such policies are canceled or not renewed, the Competitive Supplier shall provide a substitute insurance policy with terms and conditions and in amounts which comply with these requirements and which provides for retroactive coverage to the date of the cancellation or non- renewal of the prior “claims-made” policy. With respect to all “claims made” policies which have been renewed, the Competitive Supplier shall provide coverage retroactive to the Effective Date under this ESA. All 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 35 of 46 said substitute or renewed “claims made” policies shall be maintained in full force and effect for not less than three (3) years after the date of the termination of the ESA. 16.3 Competitive Supplier, to the extent required by law, must provide worker’s compensation insurance meeting all applicable state and federal requirements. ARTICLE 17 REGULATORY EVENT/NEW TAXES 17.1 REGULATORY EVENT If a Regulatory Event occurs, the Parties shall use their best efforts to reform this ESA to give effect to the original intent of the Parties. If despite such best efforts, a Regulatory Event affects Competitive Supplier, and both Program Administrator and Municipality agree that Competitive Supplier is incurring excess costs as a result thereof and agrees that Competitive Supplier may recover such costs, such amount shall be allocated to and collected from Participating Consumers on a per kWh basis through applicable monthly invoice(s). 17.2 QUALIFYING REGULATORY EVENT If a Qualifying Regulatory Event occurs, the Parties shall use their best efforts to reform this ESA to give effect to the original intent of the Parties. If a Qualifying Regulatory Event affects Competitive Supplier and Competitive Supplier incurs materially excess or materially reduced costs as a result thereof, such amount shall be allocated to and collected from, or credited to, Participating Consumers on a per kWh basis through applicable monthly invoice(s). 17.3 NEW TAXES If any New Taxes are imposed for which Competitive Supplier is responsible, the amount of such New Taxes shall be allocated to and collected from Participating Consumers through applicable monthly invoice(s). ARTICLE 18 MISCELLANEOUS 18.1 OPTION FOR ALTERNATIVE SUPPLY OF POWER The Parties agree that the terms of Exhibit C shall provide an option for the provision of an additional Renewable Power Product to the Program. 18.2 NO ASSIGNMENT WITHOUT PERMISSION Except in the event of the sale of all or substantially all of its retail electricity business to an entity with credit and service ability to deliver on all facets of this ESA reasonably acceptable to Municipality, Competitive Supplier or Program Administrator shall not directly or indirectly assign this ESA or any of its rights, obligations and privileges under this ESA without the prior written approval of the Municipality. Such approval may be denied at the reasonable discretion of the Municipality, including if the proposed assignee does not have the experience and financial 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 36 of 46 ability to fulfill all obligations of the Competitive Supplier or Program Administrator in the ESA. Notwithstanding the above, any assignment of this ESA by the Competitive Supplier, whether as the result of the sale of all or substantially all of the Competitive Supplier’s business related to this ESA or otherwise, shall be subject to the following requirements: (i) Competitive Supplier shall provide the Municipality with notice of the proposed assignment at least ninety (90) days prior to such assignment: (ii) Competitive Supplier's assignee shall agree in writing to be bound by the terms and conditions of this ESA; and (iii) Competitive Supplier and such assignee shall, at least ninety (90) days in advance of any assignment, reasonably demonstrate to Municipality that assignee has the experience and financial ability to fulfill all obligations of the Competitive Supplier in the ESA. The Municipality or Program Administrator may assign this ESA without the prior consent of Competitive Supplier provided that the proposed assignee has at least the same financial ability as the Municipality or Program Administrator and such assignment would not materially impair the rights and interests of Competitive Supplier under this ESA. The rights and obligations created by this ESA shall inure to the benefit of, and be binding upon, the successors and permitted assigns of, the respective Parties hereto. 18.3 DIRECT MARKETING Prior to the introduction of any new product or service which Competitive Supplier may wish to make available to Participating Consumers or other Eligible Consumers located within the Municipality, Competitive Supplier agrees to (i) give the Municipality written notice of such new product or service and (ii) subject to the entry into reasonable confidentiality terms to the extent permitted by law and mutually acceptable to the Parties, discuss with the Municipality the possible inclusion of such new product or service in this or another aggregation program undertaken by the Municipality. Competitive Supplier also agrees not to engage, whether directly or through any of its Associated Entities, in any direct marketing to any Participating Consumer that relies upon Competitive Supplier's unique knowledge of, or access to, Participating Consumers gained as a result of this ESA. For the purposes of this provision, "direct marketing" shall include any telephone call, mailing, electronic mail, or other contact between the Competitive Supplier and the Consumer. Programs of the Competitive Supplier that do not rely on unique knowledge or access gained through this ESA will not constitute such "direct marketing." 18.4 NOTICES All notices, demands, requests, consents or other communications required or permitted to be given or made under this ESA shall be in writing and addressed to the Parties as designated in Exhibit B. Notices hereunder shall be deemed properly served (i) by hand delivery, on the day and at the time on which delivered to the intended recipient at the address set forth in this ESA; (ii) if sent by mail, on the third business day after the day on which deposited in the United States certified or 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 37 of 46 registered mail, postage prepaid, return receipt requested, addressed to the intended recipient at its address set forth in this ESA; or (iii) if by Federal Express or other reputable express mail service, on the next business day after delivery to such express mail service, addressed to the intended recipient at its address set forth in this ESA. Any party may change its address and contact person for the purposes of this Article 18.3 by giving notice thereof in the manner required herein. 18.5 CHANGES IN EMERGENCY AND SERVICE CONTACT PERSONS In the event that the name or telephone number of any emergency or service contact for the Competitive Supplier changes, Competitive Supplier shall give prompt notice to the Municipality and the Program Administrator in the manner set forth in Article 18.4. In the event that the name or telephone number of any such contact person for the Municipality changes, prompt notice shall be given to the Competitive Supplier and the Program Administrator in the manner set forth in Article 18.4. In the event that the name or telephone number of any such contact person for the Program Administrator changes, prompt notice shall be given to the Competitive Supplier and the Municipality in the manner set forth in Article 18.4. 18.6 ENTIRE AGREEMENT; AMENDMENTS This ESA constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings between the Parties relating to the subject matter hereof. This ESA may only be amended or modified by a written instrument signed by all Parties hereto, duly authorized to sign such instrument. 18.7 FORCE MAJEURE If by reason of Force Majeure any Party is unable to carry out, either in whole or in part, its obligations herein contained, such Party shall not be deemed to be in default during the continuation of such inability, provided that: (i) the non-performing Party, within two (2) weeks after the occurrence of the Force Majeure, gives the other Party hereto written notice describing the particulars of the occurrence; (ii) the suspension of performance be of no greater scope and of no longer duration than is required by the Force Majeure; (iii) no obligations of the Party which were to be performed prior to the occurrence causing the suspension of performance shall be excused as a result of the occurrence; and (iv) the non-performing Party shall use Commercially Reasonable efforts to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its obligations. If (i) an event of Force Majeure caused by any strikes, lockouts or other industrial disturbances involving Competitive Supplier or its Associated Entities continues for a period of thirty (30) days or longer, or (ii) an event of Force Majeure arising from any other cause continues for a period of one hundred eighty (180) days or longer, any Party may terminate this ESA by sending the other Party a written notice as set forth in Article 4.2; provided, however, that the same shall not constitute a default under this ESA and shall not give rise to any damages. Additionally, Competitive Supplier shall submit all consumer drops via EDI to the Distribution Utility in accordance with the rules and regulations set forth by the PSC in Case 98- M-0667. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 38 of 46 18.8 EXPENSES Each Party hereto shall pay all expenses incurred by it in connection with its entering into this ESA, including without limitation, all of its attorney’s fees and expenses. 18.9 NO JOINT VENTURE Each Party will perform all obligations under this ESA as an independent contractor. Nothing herein contained shall be deemed to constitute any Party a partner, agent or legal representative of the other Party or to create a joint venture, partnership, agency or any relationship between the Parties. The obligations of the Municipality and the Competitive Supplier hereunder are individual and neither collective nor joint in nature. 18.10 NO RULE OF STRICT CONSTRUCTION The language contained herein shall be deemed to be that approved by all Parties hereto and no rules of strict construction shall be applied against any Party hereto. 18.11 COUNTERPARTS This ESA may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single agreement. 18.12 DIGITAL SIGNATURES This ESA may be executed by facsimile or other digital signature (or by using a digital signature service such as DocuSign), and such signature shall have the same force and effect as a manual signature. 18.13 WAIVER No waiver by any Party hereto of any one or more defaults by any other Party in the performance of any provision of this ESA shall operate or be construed as a waiver of any future default, whether of like or different character. No failure on the part of any Party hereto to complain of any action or non-action on the part of any other Party, no matter how long the same may continue, shall be deemed to be a waiver of any right hereunder by the Party(ies) so failing. A waiver of any of the provisions of this ESA shall only be effective with respect to an obligation to the waiving Party and shall only be effective if made in writing and signed by the Party who is making such waiver. 18.14 ADVERTISING LIMITATIONS Competitive Supplier agrees not to use, whether directly or through any of its Associated Entities, the name of the Municipality, or make any reference to the Municipality in any advertising or other information to be distributed publicly for marketing or educational purposes, unless the Municipality expressly agrees to such usage. Any proposed use of the name of the Municipality 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 39 of 46 must be submitted in writing for agreement and prior written approval which may be withdrawn through a notice in writing at any time. The Municipality acknowledges that the Competitive Supplier's corporate affiliates own the exclusive right to the trademarked logo and trade name used by Competitive Supplier. No right, license or interest in this trademark and/or trade name is granted to the Municipality hereunder, and the Municipality agrees that it shall not assert any right, license or interest with respect to such trademark and/or trade name. 18.15 PRESS RELEASES The Parties agree to joint review and approval prior to issuance of all media press releases regarding this Agreement. Approval of press releases will not be unreasonably withheld. The Parties agree to cooperate in good faith prior to the issuance of any formal press release with respect to this ESA, such cooperation to include agreement as to the form, substance and timing of such formal press release. 18.16 HEADINGS AND CAPTIONS The headings and captions appearing in this ESA are intended for reference only, and are not to be considered in construing this ESA. 18.17 SURVIVAL OF OBLIGATION Termination of this ESA for any reason shall not relieve the Parties of any obligation accrued or accruing prior to such termination. ARTICLE 19 REMEDIES 19.1 GENERAL Subject to the limitations set forth in Article 19.2 below and ARTICLE 4, the Parties reserve and shall have all rights and remedies available to each of them at law or in equity with respect to the performance or non-performance of the other Party hereto under this ESA. 19.2 LIMITATIONS NO PARTY HERETO SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, TORT, CONTRACT OR OPERATION OF LAW. Notwithstanding the foregoing, each Party acknowledges that the preceding sentence shall not limit the other Party’s rights to seek direct damages or, under Article 14.1, to seek indemnification from Competitive Supplier for consequential, punitive, or incidental damages described in the preceding sentence or other such losses claimed by third- parties. [SIGNATURE PAGE TO FOLLOW] 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 40 of 46 IN WITNESS WHEREOF, the Parties have caused this ESA to be executed by their duly authorized representatives, as required by the applicable laws of the city, town or municipality and the laws, rules and regulations of the State of New York, as of the respective dates set forth below. COMPETITIVE SUPPLIER By: Name: Title: Address: Dated: MUNICIPALITY By: Name: Title: Address: Dated: PROGRAM ADMINISTRATOR By: Name: Michael Gordon Title: Chief Executive Officer; Joule Assets, Inc. Address: 22 Edgemont Road, Katonah, NY 10536 Dated: [SIGNATURE PAGE TO ELECTRICITY SUPPLY AGREEMENT] 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 41 of 46 Exhibit A - PART 1 PRICES AND TERMS JOULE ASSETS COMMUNITY CHOICE AGGREGATION PROGRAM DEFAULT CCA RENEWABLE ELECTRICITY PRODUCT This shall be the default product offered to Participating Consumers. Firm Full-Requirements Price by Rate Classification for all Participating Consumers located in the Distribution Utility (to wit, [name of distribution utility]) territory commencing service on the first Consumer meter-read date after [ ] (“First Meter Read Date”). Table 1: Rate Class Fixed Price per kWh Residential $ Small Commercial $ Terms for System Supply Service Term: The Price and Terms stated on this Exhibit A – Part 1 will commence on the First Meter Read Date and continue until the first Consumer meter read date after [ ] (“Final Meter Read Date”), unless this ESA is sooner terminated in accordance with Article 4.2 of this ESA. The period of delivery of Firm Full-Requirements Power Supply shall be consistent with the provisions of ARTICLE 4 and Exhibit A of this ESA. Start-Up Service Date: Firm Full-Requirements Power Supply will commence at the prices stated above as of Participating Consumer’s First Meter Read Date. Renewable Energy in System Supply: 100% of electricity supply shall be CCA Renewable Electricity Product as defined in the Agreement. Eligible Consumer Opt-Out: Participating Consumers are free to opt-out of the Program utilizing established utility data drop protocols. Participating Consumers are to provide five (5) days notice to the Competitive Supplier of such termination and Competitive Supplier will notify Distribution Utility to resume service as soon as possible after such notification. There are no fees or charges for Participating Consumers to opt-out or terminate service. Credit policy: The Competitive Supplier will not require a credit review for any consumer participating in the Program, nor will Competitive Supplier require any consumer to post any security deposit as a condition for participation in the Program. The Competitive Supplier may terminate service to a Participating Consumer and return such consumer to Default Utility Service in the event that the consumer fails to pay to Competitive Supplier amounts past due greater than sixty (60) days. 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 42 of 46 [To Be added if (a) Competitive Supplier submits a fixed price bid that has been accepted and (b) an adder is applicable. If Competitive Supplier has submitted a fixed price bid, then New Consumers who enroll or are enrolled into the Program after the first Consumer meter-read date referred to above shall be served at the fixed rate as determined by the rate calculator described in the Request for Proposals at the time of enrollment, plus the applicable adder, if any, for each rate class set forth in Table 2 below. Rate Class Adder (or subtractor) per kWh Residential $0.0 Small Commercial $0.0 ] Table 2: 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 43 of 46 Exhibit A - PART 2 PRICES AND TERMS (continued) [Intentionally Deleted] 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 44 of 46 Exhibit B - CONTACT, NOTICE AND PAYMENT INFORMATION PROGRAM MUNICIPALITY SUPPLIER GENERALADMINISTRATORGENERALGENERALINFORMATIONINFORMATIONINFORMATION Joule Assets Inc Contact Name: Glenn Weinberg [Municipality] Contact Name: [ ] [Name of Supplier] Contact Name: [ ] Address: 22 Edgemont Road Katonah, New York 10536 914 - 977 - 3444 Address: [ ] Telephone Number: [ ] Address: [ ] Telephone Number: [ ] E-mail Address: gweinberg@jouleassets.com E-mail Address: [ ] Email Address: [ ] PROGRAM MUNICIPALITY ADDRESS SUPPLIER ADDRESS FORADMINISTRATOR ADDRESS FOR NOTICES FOR NOTICES PURSUANT NOTICES PURSUANT TO PURSUANT TO ARTICLE TO ARTICLE 18.4 ARTICLE 18.4 18.4 ATTN: Glenn Weinberg Joule Assets Inc ATTN: [ ] Municipality: [ ] ATTN: [ ] Address: 22 Edgemont Road Address: [ ] Address: [ ] City, State Zip: Katonah, NY 10536 City, State Zip: [ ] [ ] With a copy to: With a copy to: With a copy to: Name: Stephen Filler, General Counsel Joule Assets Inc. 22 Edgemont Road Katonah, New York 10536 sfiller@jouleassets.com Name: Address: Name: Address: 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 45 of 46 [ONLY TO BE INCLUDED FOR AGREEMENTS FOR SUPPLY LONGER THAN A ONE YEAR; OTHERWISE IT WILL NOT BE INCLUDED] [Exhibit C - OPTION FOR ALTERNATIVE SUPPLY OF POWER Competitive Supplier shall provide power to Participating Consumers, including the option for consumers to purchase REC’s, throughout the term of this ESA and from sources of its own discretion subject to the terms of this Agreement, the RFP and the Competitive Supplier’s response. However, Program Administrator desires to support the construction of, or cause the Competitive Supplier to contract directly with, renewable sources of energy (each a “Renewable Power Source”) prior to award or after the Effective Date of the Program for the benefit of the Participating Consumers and of the renewable power market. Upon agreement to a Power Purchase Agreement (“PPA”), acceptable to both Program Administrator, Municipality, and Competitive Supplier with any Renewable Power Source, the Competitive Supplier may purchase output from the Renewable Power Source to Competitive Supplier (or Associated Entity) either through purchase by Competitive Supplier from a third party, or by way of assignment by Program Administrator) of that PPA in accordance with this Exhibit. Competitive Supplier may either work from a roster of Renewable Power Sources pre-approved by Program Administrator (with the cooperation of Municipality) who retain a PPA consistent with Program Administrator’s needs (for the benefit of Participating Consumers), or Competitive Supplier may obtain written approval from Program Administrator for an alternative source and PPA. In the event Program Administrator identifies output from Renewable Power Source(s) that Program Administrator intends to assign or direct to the Competitive Supplier for use in the program for the benefit of Participating Consumers, Program Administrator will describe whether each product is unit-contingent or smoothed, and Program Administrator will describe the projected (if unit contingent) or committed quantity (if smoothed) for RECs, Capacity and/or kWh, including time blocks for the product, if appropriate. The Program Administrator will then fill out the Table, below, adding to it as necessary: Product Unit- Contingent or committed Time Block Zone Price (per Unit) kWh Output REC Output 9666596_1 Community Choice Aggregation Electricity Supply Agreement Page 46 of 46 Capacity Standby kWh Output REC Output Capacity Standby Competitive Supplier will then solicit offers from the free market for like quantities of power, REC or capacity. Competitive Supplier will then be required to accept offers of ______ if _______ for supply to the Program. In such case, the Parties shall agree to a rate adjustment to Participating Consumers to (a) compensate Competitive Supplier (or an Associated Entity) for any losses should Competitive Supplier (or an Associated Entity) need to then sell off any of the original power purchased to supply the Program at a lower price than it purchased it for, or (b) compensate Participating Consumers for any gains should Competitive Supplier (or an Associated Entity) then be able to sell off any of the original power purchased to supply the Program at a higher price than it purchased it for. To benefit the Municipality or Participating Consumers, Program Administrator will be authorized to invite bidders to purchase the power being replaced (separately by kWh, capacity or REC or in any bundle it chooses) if, in its sole discretion, it believes it can sell current positions that match the unit-contingent production expectation at a higher price than Competitive Supplier is quoting as a sales price.] - 9642965_2 Resolution No. 2021 - EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE TRANSFER OF GENERAL FUND BALANCE FOR THE PURPOSE OF SOIL TESTING AT THE TOWN HALL CAMPUS. At the regular meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 16th day of February, 2021 at 7:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member______________________offered the following resolution and moved its adoption: WHEREAS, in 2016 the Department of Public Works building located on the Town Hall Campus was damaged in a fire, and a new Public works facility has been established on East Ridge Road; and WHEREAS, as a result of the fire, the former public works building and salt barn are vacant; and WHEREAS, the vacant sites present an opportunity to reimagine the Town Hall Campus by developing a master plan for its redevelopment, including extending the park-like campus setting of the Town Hall and Library and to create open spaces to benefit the community; and WHEREAS, the Town Hall Campus site may be subject to historic soil contamination, and therefore the Town desires to conduct a direct push soil boring and groundwater study to inform future redevelopment efforts (the “Soil Study”); and WHEREAS, the Department of Public Works wishes to utilize the Town Engineer, LaBella Associates, to conduct the Soil Study and perform related work pursuant to Work Task Authorization No. P2100571, for an estimated total fee of $8,500; and WHEREAS, it is necessary to transfer funds from General Fund Balance in the amount of $8,500 to account #001-1440-4410 for this project; and 9642965_2 WHEREAS, pursuant to Town Law Section 112, the Town Board may make additional appropriations or increase appropriations with moneys to be provided from the unexpended balance of an appropriation or from an unappropriated unreserved fund balance; and WHEREAS, the Town Board determines that the preparation of the Soil Study constitutes a Type II Action pursuant to the New York State Environmental Quality Review Act and its accompanying regulations, 6 N.Y.C.R.R. § 617.5 (c) (27) (conducting concurrent environmental, engineering, economic, feasibility and other studies and preliminary planning and budgetary processes necessary to the formulation of a proposal for action, provided those activities do not commit the agency to commence, engage in or approve such action), and therefore further environmental review is not required with respect to the Soil Study. NOW, THEREFORE BE IT RESOLVED, that the Town Board hereby approves the transfer of $8,500 from the General Fund Balance to account # 001-1440-4410. This resolution shall take effect immediately upon its adoption. Seconded by Town Board Member __________________________and duly put to vote, which resulted as follows: Town Board Member Wehner Voting __________________ Town Board Member Perticone Voting __________________ Town Board Member Romeo Voting __________________ Town Board Member Freeman Voting __________________ Town Supervisor Seeley Voting __________________ February 16, 2021 Mr. Robert Kiley Town of Irondequoit 2629 East Ridge Road Rochester, New York 14622 RE: Work Task Authorization – Soil Investigation & Delineation Irondequoit Town Campus Master Plan LaBella Work Task Authorization No. P2100571 Dear Mr. Kiley: LaBella Associates, P.C. is pleased to submit the following work proposal to prepare study and delineate contaminated soil on the Town Hall campus. This proposal outlines our understanding of the program and presents our proposed scope of work, fee, and project schedule. Project understanding The Town of Irondequoit lost its Department of Public Works (DPW) building on the Town Hall campus because of a fire in 2016. A new Public Works facility has since been built on East Ridge Road. As a result, the site of the former DPW building and salt barn are now vacant on the Town Hall campus. The Town wishes to develop a Master Plan for the Town Hall Campus and ultimately create a large recreational area for community use and enjoyment. However, the project site has historical soil contamination. In 2014 petroleum related impacts were encountered during a sewer installation east of the former Department of Public Works (DPW) garage. The source of the impacts is presumed to be from a former underground tank. Based on the discovery of the impacts, a release was reported to the New York State Department of Environmental Conservation (NYSDEC), and the NYSDEC assigned spill file #1405837 to the release. Petroleum impacted soil and water was removed to install the sewer and remediated in a biocell and/or disposed off-site. However, residual subsurface impacts remain in this area of the site that have not been fully delineated, and if encountered during future development should be managed in accordance with applicable regulations. To delineate the residual soil and groundwater impacts, a direct push soil boring and groundwater study is recommended Scope of work Soil & Environmental Investigation Prior to the study the existing environmental data will be reviewed to assist with the location of the proposed borings. The following scope of work is proposed: 1. A Dig Safely New York stakeout will be initiated at the Site to locate subsurface utilities in the areas where the subsurface investigation will take place. If any additional information 2 (drawings, owner knowledge, etc.) is available regarding the presence/location of on-site underground utilities, LaBella requests that this information be provided prior to the commencement of field activities. 2. A direct push soil boring study will be implemented at the Site. Up to one (1) day of borings (i.e., 8-hours on-site) is recommended for this task. Each soil boring will be advanced to approximately 15 feet below the ground surface or until equipment refusal and at the discretion of the project geologist or engineer. Boring locations may be limited by underground utilities and site features. 3. Soils from the borings will be continuously assessed for visible or olfactory indications of impairment, and/or indication of detectable volatile organic compounds (VOCs) with a photoionization detector (PID). Positive indications from any of these screening methods are collectively referred to as “evidence of impairment. Evidence of impairment that is gathered at the time of the fieldwork is used with observed hydrogeologic conditions to assist in determining the location and depth for sample collection. LaBella will provide a qualified scientist or engineer to supervise and document the soil boring program, and prepare logs describing the overburden stratigraphy, field measurements, and visual and olfactory observations. Upon completion of soil boring activities, the removed materials will be returned to the bore holes from which they originated. 4. Based on this, it is anticipated that soil samples will be collected from borings that exhibit evidence of impairment to confirm locations of soil that may require remediation as well as borings that do not exhibit evidence of impairment to confirm the general limits of the contamination. It is currently anticipated that soil samples will be analyzed for one or more of the following parameters: · Up to four (4) soil samples for New York State Department of Environmental Conservation (NYSDEC) Commissioner Policy 51 (CP-51) VOCs using United States Environmental Protection Agency (USEPA) Method 8260; and · Up to two (2) soil samples NYSDEC CP-51 semi-volatile organic compounds (SVOCs) using United States Environmental Protection Agency (USEPA) Method 8270. 5. If the shallow overburden groundwater table appears to be present, it is recommended that up to five (5) 1-inch ID diameter temporary shallow overburden groundwater monitoring wells be advanced at the Site. The wells will be completed with 5 or 10 feet of 0.010-inch slot pre- packed well screen connected to an appropriate length of solid PVC well riser to complete the well. The annulus will be sand packed with quartz sand to a nominal depth of two feet above the screen section. The remaining annulus will be bentonite-sealed to the ground surface. It is currently anticipated that the groundwater samples will be analyzed for one or more of the following analyses: · Up to five (5) groundwater samples will be analyzed for NYSDEC CP-51 list VOCs using USEPA Method 8260 3 6. Samples will be sent under Chain of Custody procedures to a New York State Department of Health Environmental Laboratory Approval Program certified laboratory with a standard turnaround time (i.e. typically 7 to 10 business days). 7. Exploration locations will be located with a global positioning system or taped measured from existing site features. 8. At the conclusion of the investigation, a report will be prepared for the Site. The report will detail the work completed including a comparison of site-specific analytical data to the appropriate Guidance Values. In addition, the report will make recommendations relative to additional characterization or remedial measures at the Site, as appropriate. The report will also contain mapping that depicts investigative points and Site features. 9. An Opinion of Probable Cost letter will be provided in a separate letter that will outline estimated costs to remediate the residual impacts east of the former DPW garage. In addition, to the above scope of work it is recommended that a Modified Phase I Environmental Site Assessment (ESA) be completed. Due to the historic use of the site as a DPW, there is the potential that other areas of subsurface impacts may be present that could be encountered during future subsurface excavations/development projects. The information from the Modified Phase I ESA may be used to identify potential areas of concern where further soil and groundwater testing may be recommended at proposed development areas. The Modified Phase I ESA will include the following: 1. Review of local, state and federal environmental records for the site only 2. Review of historical records (Sanborn Maps, aerial photographs, street directories, etc.) for the site only (if available) 3. Review of physical & geological settings 4. Site visit 5. Interviews with Site owner / Site manager / Site occupants 6. Preparation of a Modified Phase I Environmental Site Assessment Report 4 Implementation A. Schedule The work load of the firm is such that LaBella is able to start work within 2 weeks from the authorization to proceed. An estimated schedule of milestones is as follows for this preliminary phase: B. Fees LaBella Associates, P.C. will provide professional services for lump sum amount of $8,500. The above fees will not be altered unless mutually agreed upon in writing resulting from a change in the scope of work. Excluded services The services listed below are available and have not been included in the Scope of Work: · Permit, review, licensing, filing, inspection or publications fees from jurisdictional agencies. · SEQR/NEPA and associated archeological investigations, if required, by SHPO. · Surveying services including, but not limited to, boundary, topography, utility surveys, etc. · Documentation of existing buildings and structures. Items or Services to be provided by the Town of Irondequoit The following items or services will be provided by the Town of Irondequoit: · Existing survey · Existing record drawings or as-builts. 5 Acceptance If the scope of work, estimate of fee and schedule is acceptable to the Town, please sign below as our authorization to proceed with this task and return this letter to our offices. All work will be performed under the existing Professional Services agreement between LaBella and the Town. We appreciate the opportunity to serve the Town of Irondequoit and look forward to the successful completion of the project. If you have any questions, please do not hesitate to contact me at (585) 295-6627 or via e-mail at jebbs@labellapc.com. Respectfully submitted, LaBella Associates Jason R. Ebbs, PE Municipal Group Leader On behalf of the Town of Irondequoit, ACCEPTED BY: __________________________________________ Robert Kiley Commissioner of Public Works