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Home My Public Portal About2021.03.16 RTB Packet REGULAR TOWN BOARD MEETING MARCH 16, 2021 7:00 PM AGENDA 03-15-2021 10:02 a.m. PLEDGE OF ALLEGIANCE ROLL CALL SUPERVISOR’S REMARKS & ANNOUNCEMENTS PUBLIC INPUT (Accepted in Written Form or by email to supervisor@irondequoit.org) FINANCIAL REPORT APPROVAL OF MINUTES February 9, 2021 Workshop Meeting February 16, 2021 Regular Town Board Meeting February 23, 2021 Special Town Board Meeting/Executive Session PUBLIC HEARING 3PH2021-1 On the Matter to Allow for Comments to Draft Police Reform and Reinvention Plan ITEMS FOR BOARD ACTION Appointments 3A2021-2 Resolution to Approve the Promotion to a Motor Equipment Operator 3A2021-3 Resolution to Approve the Promotion to a Tree Supervisor 3A2021-4 Resolution Affirming Appointments to Historic Preservation Commission 3A2021-5 Resolution Authorizing the Hiring of a Part-Time Clerk 3A2021-6 Resolution to Approve the Provisional Appointments of Two Police Lieutenants 3A2021-7 Resolution Appointing a Town Historian Community Development 3A2021-8 Resolution Authorizing the Town to Enter into an Agreement with CSG Forte Payments, Inc. for Credit Card Processing Associated with the Town’s Permitting Software Comptroller 3A2021-9 Resolution Authorizing 2020 Inter-Fund Closing Transfers to Appropriate Funding to the Self Insurance Fund 3A2021-10 Resolution Authorizing a Series of Balanced Appropriation Transfers Within Several Funds of the 2020 Operating Budget Human Resources 3A2021-11 Resolution Approving a Health Emergency Plan for the Town of Irondequoit 3A2021-12 Resolution to Authorize the Supervisor to Enter into an Agreement with the Center for Dispute Settlement to Provide Inclusion Awareness Training for All Town Employees Public Works 3A2021-13 Resolution Calling for a Public Hearing Concerning the Adoption of a Local Law Relating to the Regulation of the Irondequoit Cemetery 3A2021-14 Resolution Authorizing the Supervisor to Enter into an Agreement with Irondequoit Athletic Association for Field Use at 117 Kings Highway North 3A2021-15 Resolution Authorizing the Supervisor to Execute a Memorandum of Agreement with the CSEA Supervisory Unit #7414-03 Labor Union Recreation 3A2021-16 Resolution Authorizing the Supervisor to Enter into a Contract for Senior Golf Leagues for Spring/Summer 2021 Supervisor 3A2021-17 Resolution Authorizing Budget Amendments with Respect to Irondequoit Community Center 3A2021-18 Resolution Authorizing the Supervisor to Execute the Second Amendment to Project Schedule of the Irondequoit Community Center 3A2021-19 Resolution Authorizing the Supervisor to Enter into Agreements with the Power Authority of the State of New York NEXT WORKSHOP MEETING--TUESDAY, APRIL 13, 2021 @ 4:00 PM NEXT REGULAR TOWN BOARD MEETING--TUESDAY, APRIL 20, 2021 @ 7:00 PM Town of Irondequoit EXPENSES Fund 001 General (includes cemetery) percent of amended budget 93.2% 005 Library 2,704,039 2,711,153 2,523,066 percent of amended budget 93 1% 021 Highway # 1, Road Impvts 3,232,915 3,253,644 515,015 percent of amended budget 89 6% 023 Highway # 3, Equipment Maint 1,124,154 1,124,154 987,580 percent of amended budget SILISiOA Li l Lit eit,,, l04,7 87.9% 024 Highway # 4, ROW / Winter 1,077,653 1,079,153 976,072 percent of amended budget 904% 031 Consolidated San Sewer Dist 4,132,254 4,185,615 4,033,440 percent of amended budget 96 4% 038 Stormwater Drainage Dist 839,493 1,244,556 1,221,146 percent of amended budget 98.1% 039 Rock Beach San Sewer Dist. 9,094 9,094 9,094 percent of amended budget 100.0% 040 Orland Road San, Sewer Dist 15,985 15,985 15,985 percent of amended budget 100 0% 051 Sea Breeze Water District 1,074,113 1,074,113 997,466 percent of amended budget 92 9% 071 - 098 Lighting Districts 162,250 162,250 153,945 percent of amended budget 94 9% TOTAL 36,090,722 37,065,435 34,523,816 Percent of Amended Budget Spent Percent of Amended Budget Encumbered Total Percent Spent & Encumbered Financial Report Month Ending 12/31/20 TENTATIVE BEFORE CLOSING 2020 (AS OF 2/28/21) Percent Percent Original Amended Cumulative, Year to Month End of of Budget Budget Budget Expended Encumb'd Available Year Spent & o )d/„ -4A4 Balance Elapsed Enc'brd 21,718,772 22,205,721 20,691,007 325,405 1,189,309 100 0% 94 6% 1.5% 5.4% 0 188,087 00% 69% s_ 58,798 279,827 1 8% 0 B.6% 642 _0 135,932 0.1% ' 12.1% 1,700 r. 101,381 Q7, _ 94% 49,140 103,036 1.2% 2 5% 8,039 15,371 0.6% 1.2% 0 0 0.0% 0.0% 0 0 0.0% 0,0% 0 76,647 0.0% 7 1% 0 8,305 0.0% 5.1% 443,724 2,097,895 34.96.7.7 4in 93.1% 1 2% 100 0% 93 1% 100.0% 91 4% 100.0% 87-9% 100.0% 90 6% 100.0% 97 5% 100.0% 98 8% 100 0% 100 0% 100.0% 100 0% 100.0% 92.9% 100.0% 94 9% 100.0% 94.3% 94 3% Tax Levy Sensitive 29,857,533 30,373,821 28,092,741 386,545 1,894,535 100 0% 93 8% Total Spent + Encumbered 28,479,286 92 5% 1.3% 6.2% 93.8% REVENUES Cumulative Percent Percent Percent Original Amended Receipts Balance of of of Fund Budget Budget Through to be Real Estate Year Revenue This Month Received Tax Elapsed Received 001 General: Real Estate Tax (001-1001) 11,185,756 11,185,756 11,185,756 0 63.9% 100.0% Payment In Lieu of Tax (001-1081) 257,779 257,779 260,665 -2,886 101.1% Sales Tax (001-1120) 5,180,640 5,180,640 4,872,527 308,113 94 1% Mortgage Tax (001-3005) 815,000 815,000 1,213,149 -398,149 148 9% Per Capita State Aid (001-3001) 613,283 613,283 0 613,283 0 0% Interest Earnings (001-2401) 25,000 25,000 33,416 -8,416 133 7% Franchise Cable TV (001-1170) 750,000 750,000 683,732 66,268 91 2% Recreation Program Fees (001-2001) 330,000 330,000 177,107 152,893 53.7% Cemetery Revenues (001-2190/2665) 133,000 133,000 159,995 -26,995 120 3% Fines & Bail Forfeitures (001-2610) 247,500 247,500 151,778 95,722 61.3% Other Sources of Revenue 1,990,814 2,015,814 4,014,869 -1,999,055 199 2% Appropriated Fund Balance 190,000 190,000 190,000 0 Total, Revenue & Fund Balance 21,718,772 21,743,772 22,942,993 -1,199,221 100.0% 105 5% a.5% 2020 Printed on 3/4/2021 Page 1 Town of Irondequoit Fund Financial Report Month Ending 12/31/20 TENTATIVE BEFORE CLOSING 2020 (AS OF 2/28/21) 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 14 3% 100 0% Other Sources of Revenue 196,414 196,414 147,990 48,424 75 3% Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 2.704,039 2,704,039 2,655,615 48,424 100.0% 98 2% 021, 023, 024 Highway Funds Real Estate Tax 3,812,038 3,812,038 3,812,038 0 21 8% 100 0% All Other Sources 1,622,684 1,622,684 1,739,354 -116,670 107 2% Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 5,434,722 5,434,722 5,551,392 -116,670 100.0% 102 1% 031 Consolidated San Sewer District Sewer Service Charges 4,012,722 4,012,722 4,012,722 0 100 0% Other Sources of Revenue 119,532 119,532 145,641 -26,109 121 8% Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 4,132,254 4,132,254 4,158,363 -26,109 100.0% 100.6% 038 Stormwater Drainage District District Service Charges 836,493 836,493 836,493 0 100.0% Other Sources of Revenue 3,000 3,000 12,586 -9,586 419 5% Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 839,493 839,493 849,079 -9.586 100 0% 101 1% 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! Total Revenue 9,094 9,094 9,100 -6 100.0% 100 1% 040 Orland Road San. Sewer District District Capital Charges 15,985 15,985 15,985 0 100 0% Other Sources of Revenue 0 0 32 -32 #DIV/0! Total Revenue 15,985 15,985 16,017 -32 100.0% 100.2% 051 Sea Breeze Water District District Real Estate Tax 0 0 0 0 #DIV/0! Other Sources of Revenue 1,074,113 1,074,113 1,186,485.66 -112,373 110 5% Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 1,074,113 1,074,113 1,186,486 -112,373 100.0% 110.5% 071 - 098 Lighting Districts District Real Estate Tax 162,250 162,250 162,250 0 100 0% Other Sources of Revenue 0 0 317 -317 Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 162,250 162,250 162,567 -317 100 0% 100 2% Summary of Revenues and Appropriated Fund Balances Real Estate Tax 17,505,419 17,505,419 17,505,419 0 100 0% 100 0% Special District Real Estate Tax 162,250 162,250 162,250 0 100.0% Sanitary Sewer Service Charges 4,037,801 4,037,801 4,037,801 0 100.0% Stormwater District Service Charges 836,493 836,493 836,493 0 100.0% Other Sources of Revenue 13,358,759 13,383,759 14,799,649 -1,415,890 110.6% TOTAL 35,900,722 35,925,722 37,341,612 -1,415,890 100 0% 103.9% Appropriated Fund Balance 190,000 190,000 190,000 0 100.0% Grand Total, Revenues and Appropriated Fund Balance 36,090,722 36,115,722 37,531,612 -1,415,890 103.9% 2020 Printed on 3/4/2021 Page 2 Town Board Meeting Notes —March 2021 In this report, I am presenting a preliminary look at the year-end 2020 financial results for the Town as of February 28. 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 preliminary 2020 year-end financial results as of February 28, 2021: the Town's total expenses are lower than budget at 94.3%—a sum of $34,967 k. Actual expenses totaling $ 34,523 k equate to 93.1% of budget and encumbrances of $444k represent 1.2% of budget. The General Fund expenses are below budget at 94.7% or $21,016k. The actual expenditures are 93.2% of budget or $ 20,691 k; the remaining 1.5% is due to $ 325k of encumbrances. Encumbrances include $174k vehicle purchases for police, animal control and the tree program. Overall, the expenses in the highway funds are below budget at 90.5%; a total of $4,938. Primary expenditures include salt, fuel, vehicle and equipment parts and paving materials. Outstanding encumbrances of $61K (1.1% of budget) include a truck purchase of $39k. The Library expenditures are below budget at 93.1%—a total of $2,523k. Expenses in the Sewer Fund of $4,083k are below budget at 97.5%. The $1,229K of Stormwater Drainage expenses are 98.8% of budget. The General Fund has recognized revenue of $22,943k-105.5% of budget. Real 1 estate taxes of $11.185M have been collected. 101.1% of the Payment In Lieu Of Tax revenue of $261 K has been received. 12 months of Sales Tax revenue of $4,872k (94.1%) has been recorded. Mortgage tax receipts totaling $1,213k (148.9%) have been recorded and Franchise cable TV revenue of approximately $683k are below budget at 91.2%. Included in other sources of revenue is AIM related payments of $613k (which supersedes AIM previously received from NYS) and $1.2M CARES act reimbursements from Monroe County for COVID-19 related expenses. Regarding the entire Town: $37.531M or 103.9% of revenue and appropriated fund balance has been documented to -date. At year-end, the Library had confirmed 98.2% of revenue of $2,656k including $33,302 CARES funding reimbursement from Monroe County. 102.1% or $5,551k of revenue has been recorded by the Highway. A multi -modal grant of $200k is included. 100.6% of the Sewer Fund or $4,158k has been verified. Stormwater Drainage has recorded $849k, 101.1% of its budgeted revenue. This concludes the final preliminary 2020 year-end financial report as of February 28, 2021. 2 Town of Irondequoit Financial Report Month Ending 2/28/21 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 036 LaSalle Landing Sewer District 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 Original Budget Amended Budget 22,424,575 22,748,720 2,644,413 2,644,413 3,266,725 ,352,409 1,195,444 1,196, 086 514.400, /are 1,110,531 11 112, 231 4,079,490 890,394 150 8,862 15,200 1,135, 294 146,450 4,128,630 898,433 150 8,862 15,200 1,135, 294 146,450 36,917,528 37,386,878 Cumulative, Year to Month End Q cO vsl Expended Encumb'd Available 4,, 3.2,/ vciR Balance 2,777,443 1,546,655 18,424,621 12 2% 6.8% 81.0% 203,240 15, 721 2,425,452 7 7% 0 6% 91.7% 221,042 449,467 2,681,900 6.6% U 13.4% Cif 880.0% 131,353 ' 210,855 ci 7 853,878 11.0% 17.6% efl- 71.4% 276,402 173,898 oO 661,931 24.9% 15 6% 59 5% 467,133 367,009 3,294,488 11.3% 8 9% 79.8% 56,600 72,123 769,709 6.3% 8.0% 85.7% 150 0 0 100 0% 0.0% 0.0% 0 0 8,862 0.0% 0.0% 100.0% 0 0 15,200 0,0% 0.0% 100,0% 116,600 0 1,018,694 10.3% 0 0% 89.7% 0 157,200 -10,750 0.0% 107.3% -7.3% 4,249,964 2,992,928 30,143,986 Percent of Amended Budget Spent Percent of Amended Budget Encumbered Total Percent Spent & Encumbered 11 4% 8.0% Percent Percent of of Budget Year Spent & Elapsed Enc'brd 16.7% 19 0% 16,7% 16 7% 16 7% 16.7% 16.7% 16 7% 16.7% 16.7% 16.7% 16 7% 16 7% 16 7% 8 3% 20 0% 28 6% 40.5% 20 2% 14.3% 100.0% 0.0% 0 0% 10.3% 107.3% 19.4% 19.4% Tax Levy Sensitive 30,641,838 31,054,009 3,609,631 2,396,596 25,047,783 16 7% 19 3% Total Spent + Encumbered 6,006,226 11 6% 7.7% 80.7% 19 3% REVENUES Fund 001 General: Real Estate Tax Payment In Lieu of Tax Sales Tax Mortgage Tax AIM -Related Payments-NYS Interest Earnings Franchise Cable TV Recreation Program Fees Cemetery Revenues (001-2190/2665) Fines & Bail Forfeitures (001-2610) Other Sources of Revenue Appropriated Fund Balance (001-1001) (001-1081) (001-1120) (001-3005) (001-2750) (001-2401) (001-1170) (001-2001) Total, Revenue & Fund Balance Original Budget 11,799,864 267,097 4,762,262 900,000 613,283 20,000 695,000 374,071 94,000 220,400 2,078,598 600,000 Amended Budget 11,799,864 267,097 4,762,262 900,000 613,283 20,000 695,000 374,071 94,000 220,400 2,078,598 600,000 22,424,575 22.424,575 Cumulative Receipts Through This Month 11, 799,864 163,356 0 0 0 717 -3,900 36,328 9,225 11,481 151,875 600,000 12,768,946 Balance to be Received 0 103,741 4,762,262 900,000 613,283 19,283 698,900 337,743 84,775 208,919 1,926,723 0 9.655.629 Percent of Real Estate Tax 65 1% Percent of Year Elapsed Percent of Revenue Received 100 0% 61.2% 0.0% 0 0% 0.0% 3.6% -0.6% 9 7% 9 8% 5.2% 7 3% 16.7% 56.9% 2021 Printed on 3/5/2021 Page 1 Town of Irondequoit Financial Report Month Ending 2/28/21 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 2,495,508 0 13 8% 100 0% Other Sources of Revenue 148,905 148,905 11,730 137,175 7.9% Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 2,644,413 2,644,413 _ 2,507,238 137,175 16 7% 94.8% 021, 023, 024 Highway Funds Real Estate Tax 3,839,758 3,839,758 3,839,758 0 21 2% 100 0% All Other Sources 1,532,942 1,532,942 47,059 1,485,883 3.1% Appropriated Fund Balance 200,000 200,000 200,000 0 Total, Revenue & Fund Balance 5.572,700 5,572,700 4,086,817 1,485,883 16.7% 73 3% 031 Consolidated San. Sewer District Sewer Service Charges 3,931,039 3,931,039 3,931,039 0 Other Sources of Revenue 98,451 98,451 14,064 84,387 Appropriated Fund Balance 50,000 50,000 50,000 0 Total, Revenue & Fund Balance 4,079,490 4,079,490 3,995,103 84,387 038 Stormwater Drainage District District Service Charges 817,394 817,394 817,394 0 Other Sources of Revenue 23,000 23,000 57 22,943 Appropriated Fund Balance 50,000 50,000 50,000 0 Total, Revenue & Fund Balance 890,394 890,394 867,451 22,943 036 LaSalle Landing Sewer District District Capital Charges 150 150 150 0 100 0% Other Sources of Revenue 0 0 1 -1 #DIV/0! Total Revenue 150 150 151 -1 16.7% 101.0% 100 0% 14 3% 16 7% 97.9% 100 0% 0,2% 16.7% 97.4% 039 Rock Beach San. Sewer District District Capital Charges Other Sources of Revenue 8,857 8,857 8,857 0 100 0% 5 5 0 5 4.0% Total Revenue 8,862 8,862 8,857 5 16 7% 99 9% 040 Orland Road San Sewer District District Capital Charges 15,170 15,170 15,170 0 100.0% Other Sources of Revenue 30 30 1 29 2.1% Total Revenue 15,200 15,200 15,171 29 16 7% 99.8% 051 Sea Breeze Water District District Real Estate Tax 10,000 10,000 10,000 0 100.0% Other Sources of Revenue 1,125,294 1,125,294 17,304.29 1,107,990 1 5% Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 1,135,294 1,135,294 27,304 1,107,990 16 7% 2.4% 071 - 098 Lighting Districts District Real Estate Tax 146,450 146.450 146,450 0 Other Sources of Revenue 0 0 21 -21 Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 146,450 146,450 146,471 -21 100 0% 16.7% 100.0% Summary of Revenues and Appropriated Fund Balances Real Estate Tax 18,135,130 18,135,130 18,135,130 0 100 0% 100.0% Special District Real Estate Tax 156,450 156,450 156,450 0 100 0% Sanitary Sewer Service Charges 3,955,216 3,955,216 3,955,216 0 100 0% Stormwater District Service Charges 817,394 817,394 817,394 0 100.0% Other Sources of Revenue 12,953,338 12,953,338 459,317 12,494,021 3 5% TOTAL 36,017,528 36,017,528 23,523,507 12,494,021 16 7% 65 3% Appropriated Fund Balance 900,000 900,000 900,000 0 100 0% Grand Total, Revenues and Appropriated Fund Balance 36,917,528 36,917,528 24,423,507 12,494,021 66 2% 2021 Printed on 3/5/2021 Page 2 Town Board Meeting Notes .... the second report.... The 2021 financial results for the Town as of February 28: total expenses —actual as well as encumbered —are $7,243k or 19.4% of budget --higher than the 16.7% of the year that has elapsed. The breakdown is: actual expenses $ 4,250k and encumbered expenses $2,993k. 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 encumbrances roll into the new year. The General Fund expenses are at 19.0% of budget or $ 4,324k. Here is the breakdown: actual expenditures - $ 2,777k encumbrances $ 1,547k. Together, the expenses in the highway funds are $1,463k or 25.8% of budget. Expenditures in the Library are under budget at $219k or 8.3%. The Sewer Fund expenses are 20.2% of budget equating to $834k. The expenses in Stormwater Drainage total $129k-14.3% of budget. The General Fund revenue received is $ 12,769k or 56.9% of budget. Included in revenue is $11.799M of real estate tax --100% of budget. $163k of PILOT (Payment In Lieu Of Tax) revenue has been received —approximately 61% of budget. Regarding the entire Town: $24,423k or 66.2% of revenue has been received to - date. Real estate tax and special district fees totaling $23M have been fully received. The Library has received $2,507k or 94.8% of its budgeted revenue. 1 The highway funds collective receipts of $4,087k represent 73.3% of its budgeted revenue. Sewer Fund has received $3,995k-97.9% of that fund's budget. $867k or 97.4% of stormwater drainage budget has been received. This concludes my financial report for the month of February 2021. 2 WORKSHOP MEETING FEBRUARY 9, 2021 16 Workshop Meeting of the Town Board of the Town of Irondequoit, held virtually via Zoom pursuant to restrictions in place for the conduct of public meetings, on the 9th day of February 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, Director of Administration Maria Vecchio, Director of Community Development Kerry Ivers, Director of Recreation Katrina Hall, Assessor Amy Jorstad, Director of Human Resources Jason Vinette 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 three (3) public hearings held on February 16th. *He stated that an Executive Session will be held at the end of the Workshop Meeting. REVIEW OF AGENDA ITEMS FOR FEBRUARY 16, 2021 RTB MEETING: Financial Report: Comptroller Diana Marsh reviewed the Preliminary Financial Report as of December 31, 2021. The 2020 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 94.9%, a sum of $35,269,103. Encumbrances are $952,000 and actual expenses total $34,317,000. 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 $21,121,000. The actual expenditures are 92% of budget or $20,531,000 and 2.6% is due to encumbrances of $590,000. Included in the General Fund encumbrances is $110,000 for police vehicles and $100,000 for IT projects. Overall, the expenses in the Highway Funds are below budget at 93.7%, or a total of $5,115,000. The costs in these funds result from considerable expenses and encumbrances for salt, gas and paving as anticipated. The Library expenses are favorable at 92.9% of budget, a total of $2,519,000. Expenses in the Sewer Fund of $4,093,000 are below budget at 97.6%. The Stormwater Drainage expenses are approximately 98.7% of budget, a total of $1,232,000 and include a Vactor truck purchase of $386,000. Regarding the entire Town, revenue and appropriated fund balance of $36,000,000 or 100.9% has been documented to date. The General Fund has received revenue of $22,142,000 or 101.8% of budget. Real estate tax of $11,185.000 has been collected. 101.1% of the Payment in Lieu of WORKSHOP MEETING FEBRUARY 9, 2021 17 Tax revenue of $261,000 has been received. Eleven months of Sales Tax revenue in the amount of $4,471,000 or 86.3% of budget and 91.2% or $684,000 of Franchise Cable TV revenue has been collected. Included in Other Sources of Revenue is AIM related payments of $613,000, which supersedes AIM related payments previously received from New York State and CARES Act reimbursements from Monroe County in the amount of $1,200,000. At month end, the Library has confirmed revenue of $2,656,000 or 98.2% and includes $33,302 CARES Act funding reimbursement from Monroe County. The Highway has recorded $5,265,000 or 96.9% of its budget and 100.6% of the Sewer Fund or $4,158,000 has been verified. Stormwater Drainage has received 101.1% of its budgeted revenue or $849,000. The 2021 financial results for the Town as of January 31, 2021: Total expenses and encumbrances total 11.7% of budget or $4,449,000, higher than the 8.3% of the year that has elapsed. Actual expenses are $1,777,000 and encumbered expenses total $2,672,000. 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 12.66% of budget or $2,902,000. Actual expenditures are $1,220,000 and encumbrances are $1,681,000. Together, the expenses in the Highway Funds are $603,000 or 10.3% of budget. Expenditures in the Library are under budget at 4% or $106,000. The Sewer Fund expenses are 13.5% of budget, equating to $563,000. The expenses in Stormwater Drainage total $68,000 or 7.5% of budget. The General Fund Revenue received is $7,898,000 or 35.2% of budget. Included in revenue is $7.2M of real estate tax or 61% of budget as the tax collection period is not complete. Payment in Lieu of Tax (PILOT) revenue received is $27,000 or 10% of budget. Regarding the entire Town, $11.2M or 30.3% of revenue has been received to date. Approximately $9,000,000 of the amount received is real estate tax, equating to 49.6% of budget. The Library has received $505,000 or 19.1% of its budgeted revenue. Highway has received 26.9% or $1,500,000; Sewer has received $561,000 or 13.8% of the fund’s budget. Approval of Minutes: Minutes from the following meetings to be approved: January 4, 2021 Organization Meeting; January 12, 2021 Workshop Meeting; and January 19, 2021 Regular Town Board Meeting. Public Hearings: There are three (3) public hearings scheduled for February 16th. The first public hearing acknowledges that the Town held a required public hearing to encourage public comment on Irondequoit’s Community Development Block Grant (CDBG) Program. The second public hearing approves the Consolidated Sewer District extension to include 688 Seneca Road. Commissioner of Public Works Robert Kiley stated that this is a new build, and the total construction costs shall be paid by the owner. The third public hearing approves a Special Use Permit (SUP) for 1825 E. Ridge Road in a M-Manufacturing District. An application was submitted by Jenny Le to obtain a SUP to occupy the second floor of the site as an apartment and the first floor as a professional/personal service shop. A positive referral was recommended by the Planning Board. As this matter is a Type II Action pursuant to SEQRA and is a permitted use of the property, no SEQRA review is required. Appointments: There are three (3) appointments to be voted on. The first appointment would hire Kevin LaBarr as a provisional Director of Information Services. Supervisor Seeley stated that the IT department will be reorganized and made more efficient. Mr. LaBarr has worked closely with the former Director of IT and he is familiar with the Town’s computer system. Mr. LaBarr is coming from Fusion Digital and will begin April 1st. This is a provisional hire as the WORKSHOP MEETING FEBRUARY 9, 2021 18 civil service exam was canceled due to COVID-19 and will be rescheduled to a later date. The second resolution would appoint Mark Cannon as a Code Compliance Inspector. Director of Community Development Kerry Ivers explained that a grant was awarded to the Town to fund a full-time Code Compliance Inspector for two years to focus on zombie properties. She stated that three candidates were interviewed, and Mark Cannon was recommended. He was the only candidate with the required certification for the position. The third resolution would authorize the appointment of Michael Moss as a provisional Communications Assistant. This is a competitive Civil Service Title and when the exam is offered, Mr. Moss will take the exam and must score within the top three to keep his position. Mr. Moss comes from Spectrum News where he worked as a photographer and performed many other duties. He is a Town resident and will begin work on February 22nd. Police: Chief of Police Alan Laird reviewed four (4) resolutions. The first resolution authorizes Officer Jonathan Lawton to attend the 2021 NYS Child Passenger Safety Technical Conference in Saratoga Springs, NY from September 8 to September 10, 2021. Funding is available in the 2021 Police budget. The second resolution authorizes Investigator Christopher Soprano to attend the 46th Annual Training Conference in Lake George, NY, beginning August 30th and ending September 3rd. Funding is available in the 2021 Police budget. The third resolution approves the abolishment of a signal at Portland Avenue and Buell Drive, Left Only/Northbound, and approves and ratifies the establishment of a Stop Sign/Westbound at Buell Drive and Portland Avenue and a sign for Center Lane Must Turn Left Only/Northbound & Southbound at Portland Avenue and City Line to Buell Drive. These requests came from the Monroe County Department of Transportation. This is a Type II Action under SEQRA and no further review is needed pursuant to SEQRA. Monroe County is responsible for the installation, maintenance and removal of said devices. The fourth resolution authorizes the approval of educational expenses for Sergeant Jason Murphy. He will be attending Utica College’s Master of Science Cybersecurity Program. Following the completion of his class, Foundations in Cyber Security, the Town will reimburse Sgt. Murphy 80% of the tuition, technology fee and required books, if he receives at least a B in the course. The expenses are approximately $2,416.50 and are available in the 2021 Police budget. Public Works: Commissioner of Public Works Robert Kiley reviewed six (6) resolutions. The first resolution authorizes the purchase of one (1) new Appollo D9 Scan tool with a one-year data plan from Snap-on Tools in the amount of $2,495.50, which reflects a trade-in of an existing Modis Ultra Scan tool in the sum of $2,000. Commissioner Kiley explained that three written quotes were obtained, and the lowest responsive quote was received from Snap-on Tools in the sum of $4,495.50, minus a trade-in value for an existing scan tool of $2,000. The second resolution authorizes the Supervisor to enter into an Intermunicipal Agreement with East Irondequoit Central School District. The Town will contract with the School District to repair parking lots, utilities, equipment, vehicles and maintain grounds. Commissioner Kiley stated that the Town has the available manpower, machinery and expertise to provide these services to the School District. The third resolution authorizes the Supervisor to enter into an Intermunicipal Agreement with Point Pleasant Fire District. This is similar to the work the Town will be doing for the East Irondequoit Central School District. All parties in these Agreements will benefit; it is a win-win situation. The revenue received from these two entities will allow more work to be done in Town. The fourth resolution will renew refuse services for various Town facilities. Commissioner Kiley explained that the Town contracted last year with Waste Management for refuse services for one year with up to three additional one-year terms. He explained that the Town would like to renew for one year, beginning March 1, 2021 through February 28, 2022. WORKSHOP MEETING FEBRUARY 9, 2021 19 Funding for these services is available in the 2021 budget. Councilmember Romeo stated that the Town needs to put out more recycling bins at Town functions. The fifth resolution declares certain equipment as surplus property and will auction off these items at the online municipal auction to be held in March. The sixth resolution authorizes the transfer of General Fund Balance to prepare a Master Plan for the Town Hall campus. Commissioner Kiley explained that in 2016, the Public Works building, located on the Town Hall campus, was damaged in a fire. A new Public Works building was constructed on East Ridge Road. Currently, the former Public Works building and Salt Barn on the Town Hall campus are vacant. This is a good time to reimagine the Town Hall campus by developing a Master Plan. Commissioner Kiley has approached Town Engineer, LaBella Associates, to develop the Master Plan for an estimated total fee of $49,500. Councilmember Wehner stated that he is 100% in favor of the Master Plan. He stated that $50,000 was a sizeable contract and asked if the Commissioner had put out a Request for Proposals for the preparation of the Master Plan. This would give the Town some time to apply for State funding. Discussion on this matter ensued and Supervisor Seeley Tabled this matter until a later date. Supervisor: Supervisor Seeley reviewed three (3) resolutions. The first resolution calls for a public hearing to allow for comments regarding a draft Police Reform and Reinvention Plan. He explained that in June of 2020, Governor Cuomo issued Executive Order 203, which required local governments with police departments to undertake a comprehensive review of current police strategies, policies, procedures and practices and to develop a plan to improve such strategies, policies, procedures and practices. The purpose of this review is to address the particular needs of the community, promote trust and fairness and address any racial bias. Supervisor Seeley and Chief of Police Alan Laird met with over 100 community stakeholders to discuss police reform. In addition, a survey was sent out and over 665 responses were received over a two-week period. Chief Laird has completed a comprehensive review of Police strategies, policies, procedures and practices and has developed a draft Police Reform and Reinvention Plan. The public hearing will be held on March 16th to allow for public comment on the draft Police Reform and Reinvention Plan. The second resolution accepts a proposal for an analysis of Emergency Medical Service (EMS) in Irondequoit. The Town issued a Request for Proposals (RFP) in January of 2021 for consulting services to provide the Town with assessment and presentation of alternatives for EMS in Irondequoit. The Center for Government Research has been recommended to provide such services for a fee not to exceed $9,750. Funding is available in the 2021 budget. The third resolution 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 should have been adopted last year as the training was completed at the end of 2020. On a motion made by Councilmember Romeo, seconded by Councilmember Wehner, pursuant to Public Officers Law § 105, an Executive Session was called at 5:11 p.m. to discuss the acquisition, lease or sale of real property or securities when publicity would substantially affect the value. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED WORKSHOP MEETING FEBRUARY 9, 2021 20 EXECUTIVE SESSION On a motion made by Councilmember Wehner, seconded by Councilmember Romeo, the Executive Session was adjourned at 5:42 p.m. and the Workshop Meeting was reconvened. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, the Workshop Meeting was adjourned at 5:43 p.m. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Respectfully submitted, Barbara Genier, Town Clerk REGULAR TOWN BOARD MEETING FEBRUARY 16, 2021 21 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 16th day of February 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, Director of Administration Maria Vecchio and Town Clerk Genier. Supervisor Seeley called 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 are three (3) public hearings on the agenda: the first is on the matter of providing opportunity for public comment on Irondequoit’s Community Development Block Grant (CDBG) program; the second is on the matter of extending the Consolidated Sewer District to include 688 Seneca Road; and the third is on the matter of approving a Special Use Permit (SUP) for 1825 E. Ridge Road in a M-Manufacturing District. The public hearings will begin at 7:35 p.m. He explained how participants can comment during the public input portion of the public hearings. PUBLIC INPUT: Supervisor Seeley explained that any person wanting to share comments during Public Input could send those comments to the Supervisor by mail or email to supervisor@irondequoit.com while meetings are being held virtually. No one sent any comments to the Town. REVIEW OF AGENDA ITEMS FOR FEBRUARY 16, 2021 RTB MEETING: Financial Report: Comptroller Diana Marsh reviewed the Preliminary financial report as of December 31, 2021. The 2020 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 94.9%, a sum of $35,269,103. Encumbrances are $952,000 and actual expenses total $34,317,000. 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 $21,121,000. The actual expenditures are 92% of budget or $20,531,000 and 2.6% is due to encumbrances of $590,000. Included in the General Fund encumbrances is $110,000 for police vehicles and $100,000 for IT projects. Overall, the expenses in the Highway Funds are below budget at 93.7%, or a total of $5,115,000. The costs in these funds result from considerable expenses and encumbrances for salt, gas and paving as anticipated. The Library expenses are favorable at 92.9% of budget, a total of $2,519,000. Expenses in the Sewer Fund of $4,093,000 are below budget at 97.6%. The Stormwater Drainage expenses are approximately 98.7% of budget, a total of $1,232,000 and include a Vactor truck purchase of $386,000. Regarding the entire Town, revenue and appropriated fund balance of $36,000,000 or 100.9% has been documented to date. The General Fund has received revenue of $22,142,000 or 101.8% of budget. Real estate tax of $11,185.000 has been collected. 101.1% of the Payment in Lieu of Tax revenue of $261,000 has been received. Eleven months of Sales Tax revenue in the amount of $4,471,000 or 86.3% of budget and 91.2% or $684,000 of Franchise Cable TV revenue has been collected. Included in Other Sources of Revenue is AIM related payments of $613,000, which supersedes AIM related payments previously received from New York State and CARES Act reimbursements from Monroe County in the amount of $1,200,000. At month end, the Library has confirmed revenue of $2,656,000 or 98.2% and includes $33,302 CARES Act funding reimbursement from Monroe County. The Highway has recorded $5,265,000 or 96.9% of its budget and 100.6% of the Sewer Fund or $4,158,000 has been verified. Stormwater Drainage has received 101.1% of its budgeted revenue or $849,000. REGULAR TOWN BOARD MEETING FEBRUARY 16, 2021 22 The 2021 financial results for the Town as of January 31, 2021: Total expenses and encumbrances total 11.7% of budget or $4,449,000, higher than the 8.3% of the year that has elapsed. Actual expenses are $1,777,000 and encumbered expenses total $2,672,000. 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 12.66% of budget or $2,902,000. Actual expenditures are $1,220,000 and encumbrances are $1,681,000. Together, the expenses in the Highway Funds are $603,000 or 10.3% of budget. Expenditures in the Library are under budget at 4% or $106,000. The Sewer Fund expenses are 13.5% of budget, equating to $563,000. The expenses in Stormwater Drainage total $68,000 or 7.5% of budget. The General Fund Revenue received is $7,898,000 or 35.2% of budget. Included in revenue is $7.2M of real estate tax or 61% of budget as the tax collection period is not complete. Payment in Lieu of Tax (PILOT) revenue received is $27,000 or 10% of budget. Regarding the entire Town, $11.2M or 30.3% of revenue has been received to date. Approximately $9,000,000 of the amount received is real estate tax, equating to 49.6% of budget. The Library has received $505,000 or 19.1% of its budgeted revenue. Highway has received 26.9% or $1,500,000; Sewer has received $561,000 or 13.8% of the fund’s budget. On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, the financial report was accepted. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED APPROVAL OF MINUTES: On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, the minutes from the January 4, 2021 Organization Meeting were approved. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED On a motion made by Councilmember Wehner, seconded by Councilmember Perticone, the minutes from the January 12, 2021 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 January 19, 2021 Regular Town Board Meeting were approved. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED ITEMS FOR BOARD ACTION: 2A2021-4 RESOLUTION APPROVING THE HIRING OF A PROVISIONAL DIRECTOR OF INFORMATION SERVICES On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, a resolution was adopted approving the hiring of Kevin LaBarr as a provisional Director of Information Services, effective April 1, 2021. Supervisor Seeley stated that a vacancy exists due to the resignation of Nate Stone. This resolution authorizes the provisional appointment of Director of Information Services. Until recently, both the information services and the external communications portion of the department were handled by one person. It became clear that information services took up a great deal of Nate Stone’s time. Supervisor Seeley stated that it would be best to have one in- house person and he recommends hiring Kevin LaBarr to this provisional position. Mr. LaBarr has worked with Nate Stone for several years and he knows the ins and outs of the Information Services Department. He has worked on the Library and DPW projects and is now working on the Irondequoit Community Center project. As there is no list for this position, Mr. LaBarr will have to take the civil service exam when it becomes available and score within the top three in order to be appointed permanently to this position. Town Board Member Wehner voting Aye Town Board Member Perticone voting Aye Town Board Member Romeo voting Aye Town Board Member Freeman voting Abstain Supervisor Seeley voting Aye REGULAR TOWN BOARD MEETING FEBRUARY 16, 2021 23 Resolution Number 2021-028 2A2021-5 RESOLUTION AUTHORIZING THE PROVISIONAL APPOINTMENT OF A CODE COMPLIANCE INSPECTOR On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, a resolution was adopted authorizing the provisional appointment of Mark Cannon as a Code Compliance Inspector, effective February 22, 2021. Director of Human Resources Jason Vinette explained that the Town received a grant to fund a full-time Code Compliance Inspector to focus on investigating known or suspected vacant properties in Town that violate Town codes. Several people were interviewed, and Mark Cannon is recommended for this position. Mr. Cannon is currently a part-time Code Enforcement Officer with the Town. Director of Community Development Kerry Ivers noted that Mark Cannon is certified as a Code Enforcement Officer by the NYS Department of State and he has the full skill set for this position. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-029 2A2021-6 RESOLUTION AUTHORIZING THE HIRING OF A PROVISIONAL COMMUNICATIONS ASSISTANT On a motion made by Councilmember Freeman, seconded by Councilmember Wehner, a resolution was adopted approving the appointment of Michael Moss as a provisional Communications Assistant. Supervisor Seeley explained that this position goes along with the hiring of a Director of Information Services. There was much interest in this position and many interviews were held with Michael Moss being recommended for the position. He comes from his job at Spectrum and he is a Town resident. This is a provisional appointment, and once the civil service exam is offered, Mr. Moss will have to take the exam and score within the top three before being permanently appointed. Mr. Moss will be responsible for providing information to the public, overseeing ICAT and managing the Town’s website. Supervisor Seeley pointed out that Irondequoit is one of few towns that broadcast their meetings live and Mr. Moss will be involved with that task. He has the technical knowledge for this job. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-030 2A2021-7 RESOLUTION AUTHORIZING ATTENDANCE TO NYS CHILD PASSENGER SAFETY TECHNICAL CONFERENCE FOR OFFICER JONATHAN LAWTON On a motion made by Councilmember Wehner, seconded by Councilmember Perticone, a resolution was adopted authorizing Officer Jonathan Lawton to attend the 2021 NYS Child Passenger Safety Technical Conference to be held in Saratoga Springs, NY beginning September 8th and ending September 10th at an approximate cost to the Town of $100, with the remaining costs for registration and lodging to be covered through a grant administered by the Monroe County Office of Traffic Safety. Chief of Police Alan Laird explained that Officer Lawton is currently the Police Department’s only child seat installer. This training would cover his required recertification. The Child Passenger Safety Council has awarded Officer Lawton a grant to cover registration and lodging costs, and the Town will cover his meals. The Conference will be held in Saratoga Springs, NY, beginning September 8th through September 10th of this year. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-031 2A2021-8 RESOLUTION AUTHORIZING ATTENDANCE TO STATE OF NEW YORK POLICE JUVENILE OFFICERS ASSOCIATION CONFERENCE FOR INVESTIGATOR SOPRANO REGULAR TOWN BOARD MEETING FEBRUARY 16, 2021 24 On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, a resolution was adopted authorizing 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, NY beginning August 30, 2021 and ending September 3, 2021 at an approximate cost of $1,208. Chief of Police Alan Laird explained that this training will certify Investigator Soprano as a Juvenile Officer Investigator. This training is required by New York State. It is a highly sought- after school and is the only one in the State. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2020-032 2A2021-9 RESOLUTION APPROVING ABOLISHMENT AND ESTABLISHMENT OF TRAFFIC CONTROL DEVICES On a motion made by Councilmember Wehner, seconded by Councilmember Freeman, a resolution was adopted approving and ratifying the abolishment of the signal at Portland Avenue and Buell Drive, Left Only/Northbound, and approving and ratifying the establishment of a Stop/Westbound sign at Buell Drive and Portland Avenue, as well as a Center Lane Must Turn Left Only/Northbound and Southbound at Portland Avenue and City Line to Buell Drive. Chief of Police Alan Laird explained that a stop sign has replaced the signal at Portland Avenue and Buell Drive. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-033 2A2021-10 RESOLUTION AUTHORIZING EDUCATION EXPENSES FOR SGT. MURPHY On a motion made by Councilmember Wehner, seconded by Councilmember Perticone, a resolution was adopted approving the enrollment of Sergeant Jason Murphy in Utica College’s Master of Science Cybersecurity Program, and that upon successful completion of the above class, Sgt. Jason Murphy be reimbursed 80% for tuition, technology fee and required textbook costs per the current contract between the Town of Irondequoit and the Nightstick Club P.B.A. Sgt. Murphy will be taking one class in 2021 and another in 2022. Chief of Police Alan Laird stated that this information from this course of study will be valuable to the Department. This is a contractual option for Sgt. Murphy and upon successful completion of this course, he will be reimbursed 80% of the tuition, technology fee and required textbooks per said contract. The approximate cost to the Town will be $2,416.50. Sgt. Murphy intends to take a class this year and one in 2022. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-034 Supervisor Seeley noted that a resident inquired about public input. During this pandemic, people were asked to email the Supervisor with their comments. He stated that he would allow time at the end of the meeting for public comment. 2A2021-11 RESOLUTION AUTHORIZING THE PURCHASE WITH TRADE-IN OF ONE NEW SCAN TOOL TO BE USED BY THE DEPARTMENT OF PUBLIC WORKS On a motion made by Councilmember Romeo, seconded by Councilmember Wehner, a resolution was adopted approving 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, which reflects a trade in to Snap-On Tools of the existing scan tool in the sum of $2,000.00. Commissioner of Public Works Robert Kiley explained that three written quotes for this purchase and trade-in were obtained with Snap-on Tools being the lowest responsive quote. The unit price REGULAR TOWN BOARD MEETING FEBRUARY 16, 2021 25 for the scan tool was $4,495.50; and with the trade-in of the existing scan tool in the sum of $2,000, the price was brought down to $2,495.50. He added that this was a budgeted item. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-035 2A2021-12 RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER INTO AN INTERMUNICIPAL AGREEMENT WITH EAST IRONDEQUOIT CENTRAL SCHOOL DISTRICT On a motion made by Councilmember Freeman, seconded by Councilmember Romeo, a resolution was adopted authorizing the Supervisor to enter into an intermunicipal agreement with the East Irondequoit Central School District to perform the cooperative services as approved by the Town Attorney. Commissioner of Public Works Robert Kiley explained this resolution, along with the next one. Both of these intermunicipal agreements allow the Town to do cooperative services--one for the School District and the other for the Point Pleasant Fire District. The Town would repair and maintain equipment and work on the grounds and infrastructure with Town manpower, machinery and expertise. These arrangements would benefit the East Irondequoit School District and the Point Pleasant Fire District while bringing in revenue to the Town. Commissioner Kiley noted that the Town is not bound to perform these tasks but will if manpower and equipment allow. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-036 2A2021-13 RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER INTO AN INTERMUNICIPAL AGREEMENT WITH POINT PLEASANT FIRE DISTRICT On a motion made by Councilmember Romeo, seconded by Councilmember Wehner, a resolution was adopted authorizing the Supervisor to enter into an intermunicipal agreement with the Point Pleasant Fire District to perform the cooperative services as approved by the Town Attorney. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-037 2A2021-14 RESOLUTION RENEWING REFUSE SERVICES FOR VARIOUS TOWN OF IRONDEQUOIT FACILITIES On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, a resolution was adopted renewing the agreement for refuse services for various Town of Irondequoit facilities to Waste Management of New York, LLC for one year. Commissioner of Public Works Robert Kiley explained that last year these services were bid out to Waste Management for one year with up to three additional one-year terms. The Town wishes to renew its agreement for a one-year term beginning March 1, 2021 through February 28, 2022. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-038 PUBLIC HEARINGS 2PH2021-1 ON THE MATTER OF PROVIDING OPPORTUNITY FOR PUBLIC 7:35 PM COMMENT ON IRONDEQUOIT’S COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM On a motion made by Councilmember Freeman, seconded by Councilmember Wehner, the Public Hearing was opened at 7:35 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED REGULAR TOWN BOARD MEETING FEBRUARY 16, 2021 26 Supervisor Seeley explained that every year, the Town adopts a Community Development Block Grant Program that utilizes just under $1M in funds as an entitlement community. Those funds are used for various Town functions which help low- to moderate-income residents and seniors or serve a town-wide purpose. The CDBG has been amended twice to help implement and spend proceeds received from the CARES Act. Several thousands of dollars went to businesses as assistant grants. Public Hearing Public Input: No one came forward to speak for or against this matter. On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, the Public Hearing was closed at 7:38 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED 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) On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, a resolution was adopted acknowledging that on February 16, 2021, a duly noticed public hearing was held to receive comment on CDBG activities and potential activities in accordance with its Citizen Participation Plan. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-039 2PH2021-2 ON THE MATTER OF CONSOLIDATED SEWER DISTRICT 7:36 PM EXTENSION TO 688 SENECA ROAD On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, the Public Hearing was opened at 7:38 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Commissioner of Public Works Robert Kiley explained that a request had come in to extend the services of the Consolidated Sewer District to include 688 Seneca Road. The homeowner is currently on septic and would like to be serviced by the Consolidated Sewer District. All expenses will be borne by the homeowner. Public Hearing Public Input: No one came forward to speak for or against this matter. On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, the Public Hearing was closed at 7:41 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED 2PH2021-2A Resolution Extending the Consolidated Sewer District to 688 Seneca Road On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, a resolution was adopted approving the extension of the Consolidated Sewer District to include 688 Seneca Road, the total construction costs of which shall be paid for by the owner of 688 Seneca Road, Tax ID No. 077.12-1-17.3. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-040 2PH2021-3 ON THE MATTER OF APPROVING A SPECIAL USE PERMIT FOR 7:37 PM 1825 E. RIDGE ROAD IN A M-MANUFACTURING DISTRICT On a motion made by Councilmember Freeman, seconded by Councilmember Romeo, the Public Hearing was opened at 7: 41 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED REGULAR TOWN BOARD MEETING FEBRUARY 16, 2021 27 Director of Community Development Kerry Ivers explained that the applicant would like to occupy the lower level of the property for a future business (nail salon) and legally live on the upper floor. The Special Use Permit would allow the property to be occupied for two of the uses that are permitted in the district. Public Hearing Public Input: Douglas Hawryliak is the current owner of the property. He explained that he has a Purchase Agreement with Jenny Le, and he understands that Ms. Le is required to obtain a Special Use Permit in order to complete the purchase. This is a permitted use of the property but a Special Use Permit is required. The salon is not running at this time. On a motion made by Councilmember Romeo, seconded by Councilmember Freeman, the Public Hearing was closed at 7:46 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED 2PH2021-3A Resolution Approving a Special Use Permit for 1825 E. Ridge Road in a M- Manufacturing District On a motion made by Councilmember Romeo, seconded by Councilmember Perticone, a resolution was adopted approving the Special Use Permit for the occupancy of the second floor as an apartment and first floor as a professional/personal service shop, 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. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-041 2A2021-15 RESOLUTION DECLARING CERTAIN EQUIPMENT AS SURPLUS PROPERTY On a motion made by Councilmember Freeman, seconded by Councilmember Wehner, a resolution was adopted declaring said equipment as surplus and authorizing the Supervisor to execute and deliver such documentation as necessary to auction said equipment at the next appropriate municipal equipment auction. Commissioner of Public Works Robert Kiley explained that this resolution declares three pieces of equipment surplus: an Animal Control pickup truck, a Vector Lightbar and an F150 pickup truck. These items will go to the next appropriate municipal equipment auction. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-042 2A2021-16 RESOLUTION CALLING FOR A PUBLIC HEARING TO ALLOW FOR COMMENTS TO DRAFT POLICE REFORM AND REINVENTION PLAN On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, a resolution was adopted scheduling a public hearing to allow for public comment on the draft Police Reform and Reinvention Plan for March 16, 2021 at 7:35 PM. Supervisor Seeley explained that Gov. Cuomo issued an Executive Order stating that any municipality having a police department is required to develop a police reform and reinvention plan for the municipality to adopt. Chief of Police Alan Laird has already begun the process and has worked with other agencies regarding this directive. Supervisor Seeley noted that Irondequoit was one of the first towns to hold a public engagement forum in July of 2020. A draft plan will be available to the public on the Town’s website and a public hearing is scheduled for March 16th at 7:35 PM. The Town will also take feedback from stakeholders before adopting a final reform and reinvention plan. Chief Laird added that this has been a long process and a lot of effort went into this reform and reinvention plan. He said a lot of members from the community gave input and this is their plan. Supervisor Seeley said the Town Board will adopt a resolution in connection with this matter. Councilmember Romeo wanted to clarify that this resolution merely schedules a public hearing and Councilmember Freeman noted that the ICARE REGULAR TOWN BOARD MEETING FEBRUARY 16, 2021 28 submission will also review the plan and offer any recommendations they deem necessary to the Town and the Police Department. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-043 2A2021-17 RESOLUTION ACCEPTING A PROPOSAL FOR AN ANALYSIS OF EMERGENCY MEDICAL SERVICE IN THE TOWN OF IRONDEQUOIT On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, a resolution was adopted approving the hiring of the Center for Governmental Research to provide consulting services to the Town for an Analysis of Emergency Medical Service in Irondequoit which shall include, but not be limited to, an evaluation of baseline conditions in Irondequoit and surrounding communities and presentation of alternatives for future service. Supervisor Seeley explained that the Town sent out proposals regarding an analysis of emergency medical service (EMS) in Irondequoit to determine what the baseline conditions are, as well as an analysis of what other communities are doing with emergency medical services. The Town is looking for potential alternatives for the future. The Center for Government Research submitted a proposal that has been recommended by the Selection Committee to provide such services for a fee not to exceed $9,750. Supervisor Seeley noted that the work would begin immediately. Irondequoit is one of few towns that does not provide support to an EMS, and that will be one of the alternatives that the Town will be looking at. The Town will be working with Paul Bishop who has worked closely with Irondequoit fire departments. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-044 2A2021-18 RESOLUTION AUTHORIZING FINAL PAYMENT FOR PARTICIPATION IN THE XLR8 LEADERSHIP TRAINING PROGRAM On a motion made by Councilmember Perticone, seconded by Councilmember Romeo, a resolution was adopted authorizing 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. Supervisor Seeley explained that Chief of Police Alan Laird and Captain Jessica Franco participated in the XLR8 Leadership Training Program beginning January 1, 2020 through December 31, 2020. The final payment is due in an amount not to exceed $4,800. Funding is available in the 2021 budget. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-045 2A2021-19 RESOLUTION AUTHORIZING AMENDMENTS TO COMMUNITY CHOICE AGGREGATION AGREEMENT AND ELECTRICITY SUPPLY AGREEMENT On a motion made by Councilmember Freeman, seconded by Councilmember Romeo, a resolution was adopted rescinding Resolution No. 2020-255 which authorized certain amendments to the CCA Agreement and the Electricity Supply Agreement; authorizing the Supervisor to execute a revised Memorandum of Understanding (MOU) with the City of Rochester and any of the original municipalities as wish to proceed; authorizing the Supervisor to execute the Amended and Restated Community Choice Aggregation Agreement; authorizing Joule, Program Manager, to issue a Supply RFP with bids to be evaluated; approving the revised Electricity Supply Agreement; authorizing Joule, in its role as Program Administrator to manage the energy procurement process, prepare and issue the Supply RFP and making recommendations for award to the Town and having the Supervisor make the final award decision. Supervisor Seeley explained that this resolution is the most recent of several on this program. The Community Choice Aggregation Program was created by Local Law in 2018, providing for a REGULAR TOWN BOARD MEETING FEBRUARY 16, 2021 29 program in Irondequoit. This Program allows communities to aggregate their energy supply, particularly electric supply. This Program is for homeowners and small businesses looking to secure a fixed rate for their energy supply. This rate has generally been lower than the market rate offered by the utility. This Program also promotes the use of 100% renewable clean energy. The Town has partnered with other municipalities and Roctricity LLC and selected Joule Assets, Inc. to act as Program Administrator for the Program. Supervisor Seeley noted that no bids have been submitted that meet the conditions set forth in the Program. The rates for electricity have been relatively low over the past year and it has been difficult to meet that baseline. Fortunately, the cost of renewable energy is becoming more competitive and closer to the baseline. The amendments outlined in this resolution would refine the requirements for the Program and allow the Town to partner with the City of Rochester, along with as many of the other municipalities, to seek bids from renewable electricity suppliers. This would increase the number of households that would be looking to secure power. The Program Administrator would be going out for bids that would satisfy particular agreements, requiring that the residents enrolled in the Program can opt out or opt down to a less-expensive source. The Program ensures that only a 100% renewable product would be secured and would solicit rate quotes based on a fixed percentage of at least 15% below the current lowest offer for a 24-month fixed rate with no cancellation fee. The Supervisor stated that he wants the Town to continue moving forward with promoting and using renewable energy and hopes the Town will receive a successful bid. He thanked Councilmember Romeo for all her help on this matter. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-046 2A2021-20 RESOLUTION AUTHORIZING THE TRANSFER OF GENERAL FUND BALANCE FOR THE PURPOSE OF SOIL TESTING AT THE TOWN HALL CAMPUS On a motion made by Councilmember Wehner, seconded by Councilmember Freeman, a resolution was adopted approving the transfer of $8,500 from the General Fund Balance to utilize the Town Engineer, LaBella Associates, to conduct a soil study and perform related work pursuant to Work Task Authorization for an estimated total fee of $8,500. Commissioner of Public Works Robert Kiley explained that this resolution would transfer $8,500 from the General Fund Balance to LaBella Associates to conduct a soil study and perform related work with the hope of developing a master plan for the redevelopment of vacant properties on the Town Hall Campus. The Department of Public Works building and Salt Barn on the Town Hall Campus were damaged in a fire in December of 2016. The Town, working with the Town Engineer LaBella Associates, would like to develop a Master Plan for the redevelopment of these vacant sites. This is the first step in creating a park-like setting of the Town Hall and Library to benefit the community. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Resolution Number 2021-047 Supervisor Seeley stated that during this pandemic and having meetings held virtually, it was noted that individuals could forward their comments to the Supervisor via email or mail them to the Town for inclusion in the public input portion of the meeting. With the transition of personnel in the Information Services Department, the procedure for submitting comments at a Town Board meeting might not have been clear. Supervisor Seeley then allowed the public to comment at the end of this meeting. Public Input: Margaret Cherre, 520 Spencer Road, asked how she would find the draft of the Police Reform and Reinvention Plan on the website. Supervisor Seeley walked her through the steps to see the draft. Next Board meetings are: Thursday, February 18, 2021 Virtual Public Information Session on new Community Solar Initiative @ 6:30 PM via Zoom or Phone Tuesday, March 9, 2021 Workshop Meeting @ 4 PM Tuesday, March 16, 2021 Regular Town Board Meeting @ 7 PM Locations of meetings to be announced. REGULAR TOWN BOARD MEETING FEBRUARY 16, 2021 30 On a motion made by Councilmember Romeo, seconded by Councilmember Perticone, the Regular Town Board Meeting was adjourned at 8:12 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Respectfully submitted, Barbara Genier, Town Clerk SPECIAL TOWN BOARD MEETING FEBRUARY 23, 2021 31 PRESENT: David Seeley Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery Town Attorney Others in attendance included Commissioner of Public Works Robert Kiley. Supervisor Seeley called the meeting to order, Pledge was said, and Roll Call was taken by Town Clerk Genier at 4:00 p.m. On a motion made by Councilmember Romeo, seconded by Councilmember Perticone, an Executive Session was called at 4:00 PM to discuss matters leading to the employment of a particular person and to discuss the proposed sale and lease of real property when publicity would substantially affect the value. UPON VOTING MOTION WAS UNANAMOUSLY APPROVED EXECUTIVE SESSION On a motion made by Councilmember Wehner, seconded by Councilmember Perticone, the Executive Session was adjourned at 5:35 PM and the Special Town Board Meeting was reconvened. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, the Special Town Board Meeting was adjourned at 5:35 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Respectfully submitted, Barbara Genier, Town Clerk Resolution No. 2021- __________ EXTRACT OF MINUTES OF A REGULAR MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE APPOINTMENT OF A MOTOR EQUIPMENT OPERATOR 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 March 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 retirement there is a vacancy for a Motor Equipment Operator in the Department of Public Works; and WHEREAS, this position was posted for the required time period of 5 days before the vacancy was filled; and WHEREAS, the Commissioner of Public Works has interviewed several interested candidates and recommends appointing Richard Wolf to the position of Motor Equipment Operator, NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the appointment of Richard Wolf as a Motor Equipment Operator at an hourly rate of $27.30 to be paid from the following budget codes 80% from 001.7110.0100.1100.7148; 10% from 031.8121.100.1100 and 10% from 024.5142.0100.1100 This resolution shall take effect on March 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 APPOINTMENT OF A PROVISIONAL TREE SUPERVISOR 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 March 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, there is a vacancy for a Tree Supervisor in the Department of Public Works; and WHEREAS, per Civil Service guidelines this is a competitive title and when the examination is scheduled the employee appointed provisionally must participate in the exam and score within the top three in order to remain in the position; and WHEREAS, this position was posted for the required time period of 5 days before the vacancy was filled; and WHEREAS, the Commissioner of Public Works has interviewed several interested candidates and recommends appointing Marc Mastrella on a provisional basis to the position of Tree Supervisor. NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the appointment of Marc Mastrella on a provisional basis as a Tree Supervisor at an hourly rate of $27.91 to be paid from the following budget codes 80% from 001.8560.0100.1100; 10% from 024.5142.100.1100 and 10% from 031.8121.0100.1100 This resolution shall take effect on March 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 AFFIRMING APPOINTMENTS TO HISTORIC PRESERVATION COMMISSION 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 March 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 Irondequoit Historic Preservation Commission (“the Commission) serves the Town and oversees the roles and responsibilities set forth in Chapter 236 of the Town of Irondequoit Town Code; and WHEREAS, the Town Board of the Town of Irondequoit desires to affirm that the Commission’s members are in good standing and will serve terms through the end of this year; and WHEREAS, the Commission has consisted of the Town Historian and the following appointed members: Christopher Brandt; Judy Bullene; Bruce Dumbauld; Mark Johns; Tom Knauf; and Greg Walther (collectively, the “Commission Membership”). NOW, THEREFORE, BE IT RESOLVED, that the Town Board of the Town of Irondequoit hereby affirms, and to the extent necessary reappoints, the Commission Membership through December 31, 2021. 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 Aye_____ Town Board Member Perticone voting Aye_____ Town Board Member Freeman voting Aye_____ Town Board Member Romeo voting Aye_____ Town Supervisor Seeley voting Aye_____ Resolution No. 2021- EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE HIRING OF A PART-TIME OFFICE CLERK IV 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 16h day of March 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, through a proclamation adopted by the Town Board on October 20th, 2020, the Irondequoit Commission Advancing Racial Equity (hereafter, ‘ICARE”) was established and charged with leading a community stakeholder-driven effort to promote diversity, equity and inclusion in the Irondequoit community; and WHEREAS, ICARE is to operate with the oversight from the Town Board, which has committed to providing town resources to support ICARE’s work; and WHEREAS, the Town Supervisor has recommended the hiring of Jayde Lucas as a Part-Time Office Clerk IV to provide administrative support to ICARE. NOW, THEREFORE BE IT RESOLVED, the Town Board authorizes the hiring of Jayde Lucas as a Part-Time Office Clerk IV at a rate of $16.33 per hour to be paid from budget code 001-1330-0102-1100. 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 _____________ Resolution No. 2021- __________ EXTRACT OF MINUTES OF A REGULAR MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE PROVISIONAL APPOINTMENT OF TWO POLICE LIEUTENANTS IN THE IRONDEQUOIT POLICE DEPARTMENT 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 March 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, per Civil Service guidelines the two Police Sergeants that were appointed to the temporary position of Acting Police Lieutenant will be made provisional Police Lieutenants; and WHEREAS, once the examination is scheduled the two provisional candidates Kenneth Gorton and Andrew Whitaker will participate and must score within the top three in order to remain in this competitive title; and NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the provisional appointment of Kenneth Gorton and Andrew Whitaker as provisional Police Lieutenants at an annual rate of $113,835 to be paid from budget code 001.3120.100.1100. This resolution shall take effect on _________________, 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 APPOINTING A TOWN HISTORIAN 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 March 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 position of Town Historian is currently vacant and needs to be filled in accordance with Section 57.07 of the New York Arts and Cultural Affairs Law; and WHEREAS, the position of Town Historian requires someone who demonstrates intimate knowledge about the Town’s past and a willingness and commitment to learning and preserving its history for generations to come; and WHEREAS, Gregory Merrick, a lifetime resident who served as the Town’s Fire Marshal for more than 20 years before retiring in 2020, has always demonstrated a passion for the Town’s history and telling the many stories of Irondequoit’s past; and WHEREAS, Mr. Merrick’s vast knowledge base and interest in expanding the collective awareness of Irondequoit’s rich history will serve him well in this volunteer position. NOW, THEREFORE, BE IT RESOLVED, that the Town Board of the Town of Irondequoit hereby appoints Gregory Merrick as Town Historian for a term that will continue through December 31, 2024. 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 Aye_____ Town Board Member Perticone voting Aye_____ Town Board Member Freeman voting Aye_____ Town Board Member Romeo voting Aye_____ Town Supervisor Seeley voting Aye_____ Resolution No. 2021 - __________ EXTRACT OF MINUTES OF MEETING AUTHORIZING THE TOWN TO ENTER INTO AGREEMENT WITH CSG FORTE PAYMENTS, INC. FOR CREDIT CARD PROCESSING ASSOCIATED WITH THE TOWN’S PERMITTING SOFTWARE 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 March 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 utilizes a customized software, Integrated Property System (IPS), to process permit applications and code complaints, which is operated and maintained by Edmunds GovTech Inc. (formerly Business Automated Solutions, Inc.); and WHEREAS, the Town has determined the need to add the software’s web-based portal, which would allow permit applications and code complaints to be submitted directly via a link on the Town’s website and connect directly to the Community Development Department’s desktop software program; and WHEREAS, the online permitting module includes credit card payment processing, which is provided by CSG Forte Payments, Inc., the sole-source, third-party credit processing firm identified by the software company; and WHEREAS, the Town must enter into a separate agreement with the sole-source, third-party credit processing firm in order for credit card payments to be available in the online portal and linked directly to its IPS program; and WHEREAS, pursuant to General Municipal Law Section 5(d), the Town Board may by resolution authorize entry into agreements to receive payments and other charges by credit card, subject to the Town’s written procurement policies and procedures; and WHEREAS, Section 51-4(B)(2)(d) of the Town’s Procurement Policy authorizes a procurement from a sole source vendor where the item sought is required in the public interest, has no reasonable equivalent and is in fact available only from one source. NOW, THEREFORE, BE IT RESOLVED, that the provision of credit card services is dictated by the software provider and is therefore consistent with the sole source provisions contained in section of 51-4B(2)(d) of the Town’s Procurement Policy. AND LET IT BE FURTHER RESOLVED, the Town Board authorizes the Supervisor and/or Comptroller to enter in an agreement with CSG Forte Payments, Inc. for the use of its online payment module, and authorizes the execution of any further agreement(s) necessary to allow credit card processing associated with the use of IPS. 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 Aye_____ Town Board Member Perticone voting Aye_____ Town Board Member Freeman voting Aye_____ Town Board Member Romeo voting Aye_____ Town Supervisor Seeley voting Aye_____ 18.10.01 Page 1 9691970_1 CSG#33780 03-06-21 PAYMENT PROCESSING AGREEMENT This Payment Processing Agreement (“Agreement”), including all applicable appendices and addendums hereto, by and between CSG Forte Payments, Inc., a Delaware corporation, 500 W Bethany, Suite 200, Allen, TX 75013 ("FORTE" or “Party”), and Town of Irondequoit (“AGENCY” or “Party” or “Merchant”). FORTE and its affiliates provide payment processing and related services including but not limited to Automated Clearing House (“ACH”), Credit and Debit Card processing, account verification and customer identification (collectively and individually, as applicable, the “Services”) to AGENCY who provides services to, or otherwise has a business relationship with, individuals and other entities (“Constituents”). The effective date of this Agreement is the date last signed below. 1. GENERAL The Agreement shall consist of these terms and conditions, each of the Appendices attached hereto if applicable, and all modifications and amendments thereto. Under the terms of the Agreement, AGENCY will be furnished with the products and services described in the Agreement and attached Appendices, which are selected by Agency and approved by FORTE. For any terms herein that are specifically applicable to any particular product or service offered by FORTE, only the terms and conditions that apply to the specific Service(s) requested by Agency at any given time shall apply. 2. USAGE 2.1 Subject to the terms and conditions of this Agreement, FORTE hereby grants to AGENCY a non- exclusive and non-transferable license to access and use FORTE's products and services contracted for and AGENCY hereby accepts such license and agrees to utilize and access the Services in accordance with the practices and procedures established by FORTE. AGENCY may use the Services (a) for its own internal business purposes and operations, and/or (b) as a service provided to its Constituents, unless otherwise notified by FORTE. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of any of FORTE's Proprietary Property, as defined in Section 3 below, in whole or in part, is granted except as expressly provided by this Agreement. Neither AGENCY nor any of its affiliates shall reverse engineer, decompile or disassemble the Proprietary Property. Additionally, nothing in this Agreement shall be construed to provide AGENCY with a license of any third-party proprietary information or property. 2.2 AGENCY shall ensure that its Users comply with all applicable requirements of this Agreement. AGENCY is responsible for protecting the confidentiality of any and all passwords and credentials provided to AGENCY by FORTE for the purpose of utilizing the Services or other forms of access to AGENCY’s accounts with FORTE. AGENCY is responsible for the security of its systems, locations and equipment used in processing transactions under this Agreement and for developing security procedures and training its employees on the procedures. AGENCY expressly assumes responsibility for the acts or omissions of all Users on its account(s) with FORTE, and for User access to FORTE’s systems either directly or through software. 3. OWNERSHIP All computer programs, trademarks, service marks, patents, copyrights, trade secrets, know- how, and other proprietary rights in or related to FORTE's products and services (the “Proprietary Property”), are and will remain the sole and exclusive property of FORTE, whether or not specifically recognized or perfected under applicable law. FORTE shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the existing FORTE products or services and/or any new programs, upgrades, modifications or enhancements developed by FORTE in connection with rendering any services to AGENCY (or any of its affiliates), even when refinements and improvements result from AGENCY’s request. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in FORTE by virtue of this Agreement or otherwise, AGENCY hereby expressly transfers and assigns (and, if applicable, shall cause its affiliates to transfer and assign) to FORTE all rights, title, and interest which AGENCY or any of its affiliates may have in and to such refinements and improvements. All reference to any of FORTE’s service marks, 18.10.01 Page 2 9691970_1 CSG#33780 03-06-21 trademarks, patents or copyrights, or those of FORTE’s partners or vendors, shall be made in compliance with the requirements, including periodic updates thereto, as provided at http://www.forte.net/trademark. 4. CONFIDENTIALITY The Parties acknowledge that, by virtue of this Agreement, each has been and will continue to be entrusted with certain Confidential Information (as defined in Appendix A) pertaining to the other’s business, including but not limited to proprietary information developed by, acquired by, or licensed to each Party. Each Party agrees that, except to the extent and in the manner necessary to perform its duties hereunder, it will not disclose to others or use for its own benefit any Confidential Information of the other Party and it will hold all Proprietary Property as defined herein confidential in perpetuity. Additionally, in the course of providing and receiving the Services, each Party acknowledges that it may receive or have access to information which can be used to identify an individual consumer (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses, payment history, and other unique identifiers) (“Personal Information”). As such, each Party shall: (i) keep all Personal Information in strict confidence, with the degree of care necessary to avoid unauthorized access, use or disclosure; (ii) use Personal Information solely and exclusively for the purposes provided in this Agreement; (iii) implement administrative, physical and technical safeguards to protect Personal Information that are at least as rigorous as accepted industry practices; (iv) as applicable, have in place a program that complies with applicable legal requirements regarding Personal Information. Except with respect to Personal Information, this section will not apply to Confidential Information that (i) was already available to the public at the time of disclosure, (ii) becomes generally known to the public after disclosure to the other party, through no fault of the other party, (iii) is disclosed under force of law, including the New York Freedom of Information Law, governmental regulation or court order, or (iv) is required to be disclosed by a banking partner, an Acquirer or an applicable Payment Association. 5. TERM AND TERMINATION 5.1 Term. This Agreement shall have an initial term of three (3) years. 5.2 Reserved. 5.3 Termination. In the event of a material breach of this Agreement by one Party and failure to cure within thirty (30) days of receipt of written notice of the breach, the other Party may terminate immediately by providing written notice of termination. Additionally, FORTE may immediately terminate this Agreement without prior notice in the event that (i) there is a material adverse change to AGENCY or its financial condition; or (ii) AGENCY experiences excessive chargebacks; or (iii) AGENCY experiences an actual or suspected data security breach; or (iv) AGENCY violates any applicable Law, Rule or Regulation; or (v) if FORTE is instructed to terminate by Financial Institution, Acquirer or Payment Association. 6. TRANSACTION PROCESSING 6.1 Accepting Transactions. FORTE shall process Credit Card, Debit Card and ACH Transactions on the AGENCY’s behalf on a 24-hour basis. Transactions which are received before the daily designated cut-off time will be originated for settlement through the corresponding Payment Network. Transactions which are received after the designated cut-off time will be included in the next business day's settlement processing. 6.1.1 Sale Transactions. If a Transaction is sent to FORTE as a sale of goods or services, it will automatically be captured for settlement in time for the next designated cut-off time. 6.1.2 Auth/Capture Transactions. If a Transaction is sent to FORTE for authorization only or for delayed processing, then it will be the responsibility of AGENCY to submit a corresponding “capture” Transaction within 48 hours of the authorization in order to complete the Transaction process for settlement. Transactions which are not captured within 48 hours of Authorization are untimely and may be rejected by FORTE. 6.2 Transaction Format. FORTE is responsible only for processing Transactions which are received and approved by FORTE in the proper format, as established by FORTE. 18.10.01 Page 3 9691970_1 CSG#33780 03-06-21 6.2.1 Card Not Present Transactions. For card-based transactions in which the card is not present, AGENCY must obtain and include as part of the authorization request the 3 or 4 digit Validation Code and cardholder’s billing address information. 6.3 AGENCY Account. In order to provide transaction processing services, FORTE may need to establish one or more service accounts on AGENCY’s behalf or require AGENCY to establish a service account with a third party provider sub-contracting with FORTE. 6.4 Limited-Acceptance Agency. If appropriately indicated on AGENCY’s application attached hereto, AGENCY may be a Limited-Acceptance Agency, which means that AGENCY has elected to accept only certain Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicate the same. FORTE and its associated credit card acquirer have no obligation other than those expressly provided under the Payment Association Operating Regulations and applicable law as they may relate to limited acceptance. AGENCY, and not FORTE or Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale. 6.5 Bona Fide Sales. AGENCY shall only complete sales transactions produced as the direct result of bona fide sales made by AGENCY to cardholders, and is expressly prohibited from processing, factoring, laundering, offering, and/or presenting sales transactions which are produced as a result of sales made by any person or entity other than AGENCY, or for purposes related to financing terrorist activities. 6.6 Setting Limits on Transaction Amount. AGENCY may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). AGENCY may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: AGENCY is a i) department, agency or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) agency whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 –Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand. 6.7 Modifying Transactions. AGENCY shall regularly and promptly review all Transactions and shall immediately notify FORTE upon discovery of any and all discrepancies between the records of AGENCY compared with those provided by FORTE or AGENCY’s bank, or with respect to any Transaction that AGENCY believes was made erroneously or without proper authorization. At AGENCY's request, FORTE will make commercially reasonable efforts to reverse, modify, void or delete a Transaction after it has been submitted for settlement. All requests must be made in writing (electronic mail will be deemed as “in writing” for these purposes), signed or sent by an individual pre-authorized by AGENCY to make such requests, and delivered to FORTE. AGENCY agrees that FORTE will not be held responsible for any losses, directly or indirectly, incurred by AGENCY or other third parties as a result of FORTE's failure to accomplish the request before the Transaction has been processed through the applicable Payment Network. 6.8 Delay or Rejection of Transactions. FORTE may delay or reject any Transaction without prior notification to AGENCY which is improperly formatted, is untimely, is missing information, which may cause it to downgrade or if FORTE has reason to believe such Transaction is fraudulent or improperly authorized or for any reason permitted or required under the Rules or Regulations. FORTE shall have no liability to AGENCY by reason of the rejection of any such Transaction. 6.9 Returned Items. FORTE shall make available to AGENCY details related to the receipt of any Transaction that is returned unpaid or Transaction which is charged back and shall credit or charge such returned item to AGENCY’s Settlement Account. 6.10 Chargebacks. AGENCY acknowledges and agrees that it is bound by the Rules and Regulations of the Payment Associations with respect to any Chargeback. AGENCY understands that obtaining an authorization for any sale shall not constitute a guarantee of payment, and such sales can be returned or charged back to AGENCY like any other item hereunder. In the event a Transaction is charged back, for any reason, the amount of such Transaction will be deducted from AGENCY’s designated Settlement Account or any payment due to AGENCY. 18.10.01 Page 4 9691970_1 CSG#33780 03-06-21 6.11 Excessive Chargebacks. Using limits established by Associations as a standard for review, FORTE reserves the right to suspend and/or terminate AGENCY’s access to the Services should AGENCY’s chargeback ratio exceed allowable limits in any given period. FORTE will make reasonable efforts to provide AGENCY with notice and a time to cure its excessive chargebacks prior to suspending or terminating AGENCY’s access to the Services. AGENCY acknowledges and expressly authorizes FORTE, in compliance with Payment Association Rules and Regulations, to provide to the Payment Associations and applicable regulatory bodies, AGENCY’s name and contact information as well as transaction details should AGENCY’s chargeback ratio exceed the allowable limits in any given period. 6.12 Resubmitting Transactions. AGENCY shall not re-submit any Transaction unless it is returned as (i) Insufficient funds (R01); or (ii) Uncollected funds (R09); or unless a new authorization is obtained from Constituent. 6.13 Settlement. Settlement of AGENCY’s funds for Transactions, less any Chargebacks or Returns, to AGENCY’s designated Settlement Account will occur within 72 hours of origination excluding weekends and US federal banking holidays. Settlement of Transactions will occur via electronic funds transfer over the ACH Network. Upon receipt of Agency’s sales data for card transactions through FORTE’s Services, Acquirer will process AGENCY’s sales data to facilitate the funds transfer between the various Payment Associations and AGENCY. After Acquirer receives credit for such sales data, Acquirer will fund AGENCY, either directly to the AGENCY-Owned Designated Account or through FORTE to an account designated by FORTE (“FORTE Designated Account”), at Acquirer’s sole option, for such card transactions. AGENCY agrees that the deposit of funds to the FORTE Designated Account shall discharge Acquirer of its settlement obligation to AGENCY, and that any dispute regarding the receipt or amount of settlement shall be between FORTE and AGENCY. Acquirer will debit the FORTE Designated Account for funds owed to Acquirer as a result of the Services provided hereunder, unless an Agency-owned account is otherwise designated by AGENCY. Further, if a cardholder disputes a Transaction, if a Transaction is charged back for any reason, or if FORTE or Acquirer reasonably believe a Transaction is unauthorized or otherwise unacceptable, the amount of such Transaction may be charged back and debited from AGENCY if settled to an Agency-owned account or debited from the FORTE Designated Account if settled to that account. 6.14 Provisional and Final Payment. AGENCY, AGENCY’s third party senders (if applicable), and/or AGENCY’s agent(s) understand and agree that Entries may be transmitted through the ACH Network, that payment of an Entry by the RDFI to the Receiver is provisional until receipt by the RDFI of final settlement for such Entry, and that if such settlement is not received, then the RDFI will be entitled to a refund from the Receiver of the amount credited and AGENCY will not be deemed to have paid the Receiver the amount of the Entry. The rights and obligations of AGENCY concerning the Entry are governed by and construed in accordance with the laws of the state in which the processing ODFI is located, unless AGENCY and FORTE have agreed that the laws of another jurisdiction govern their rights and obligations. 6.15 Reporting. FORTE will make daily origination and deposit reports available to AGENCY on a 24/7 basis through the Internet-based FORTE platform. 7. TRANSACTION AUTHORIZATION 7.1 Constituent Authorization. AGENCY shall obtain authorization from Constituent prior to requesting a Transaction to or from Constituent's account. 7.2 Retention. AGENCY shall retain proof of Constituent's authorization for a period of not less than two (2) years for standard Transactions and for a period of five (5) years for health- related Transactions from the authorization date or revocation of authorization date and shall provide such proof of authorization to FORTE upon request within five (5) business days of the request. 7.3 Revoked Authorization. AGENCY shall cease initiating Transactions to or from a Constituent’s account immediately upon receipt of any actual or constructive notice of that Constituent's termination or revocation of authorization. AGENCY may re-initiate Transactions to or from a Constituent’s account only upon receiving new authorization from the Constituent. 18.10.01 Page 5 9691970_1 CSG#33780 03-06-21 8. AGENCY PROHIBITIONS AGENCY must not i) require a cardholder to complete a postcard or similar device that includes the cardholder’s account number, card expiration date, signature, or any other card account data in plain view when mailed, ii) add any tax to Transactions, unless applicable law expressly requires that AGENCY impose a tax (any tax amount, if allowed, must be included in the Transaction amount and not collected separately), iii) request or use an account number for any purpose other than as payment for its goods or services, iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from AGENCY, v) disburse funds in the form of cash unless AGENCY is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the Transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by AGENCY), or AGENCY is participating in a cash back service, vi) submit any Transaction receipt for a Transaction that was previously charged back to the Acquirer and subsequently returned to AGENCY, irrespective of cardholder approval, vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt that has been deemed uncollectable by AGENCY, or ix) submit a Transaction that represents collection of a dishonored check. AGENCY further agrees that, under no circumstance, will AGENCY store cardholder data in violation of the Laws or the operating regulations of any Payment Association including but not limited to the storage of track-2 data. Neither AGENCY nor its agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales Transaction. 9. AUTHORIZATION 9.1 ACH Authorization. AGENCY authorizes FORTE to electronically debit and credit AGENCY’s designated bank account(s) for any amounts owed to or by AGENCY in accordance with the terms of this Agreement. 9.2 Third Party Service Provider. If AGENCY uses the Services through or in conjunction with a third party service provider that is not a party to this Agreement, AGENCY authorizes FORTE to provide Edmonds GovTech (“Partner”) with its FORTE merchant account information and credentials. If applicable, AGENCY authorizes Partner to originate Transactions and receive the corresponding results on its behalf. 10. CONSTITUENT DISPUTES All disputes between AGENCY and its Constituent (s) relating to any Transaction processed under this Agreement will be settled by and between AGENCY and Constituent. AGENCY agrees that FORTE bears no responsibility or involvement in any such dispute. 11. COMPLIANCE WITH LAWS, RULES AND REGULATIONS In performing its duties under this Agreement, each Party agrees to comply with all applicable Rules, Regulations and Laws, including but not limited to all confidentiality and security requirements of the USA Patriot Act (or similar law, rule or regulation), all Rules of any applicable Payment Associations, all requirements under the Payment Card Industry Data Security Standard (or similar applicable data security law, rule or regulation) including but not limited to the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations. Each Party agrees to cooperate and provide information reasonably requested by the other to facilitate its compliance with any applicable Law, Rule or Regulation. Additionally, should a Payment Association or regulatory body impose a fee or fine on AGENCY for any violation of the Rules or Laws by AGENCY, such fee or fine may be charged to FORTE as a pass-through to AGENCY. If any such fee or fine is charged to FORTE, AGENCY shall reimburse FORTE for any such fees or fines. 12. PRICING AND PAYMENT 12.1 FORTE will provide the Services in accordance with the fees listed on the Pricing Fee Schedule attached hereto as Schedule 1 and incorporated herein by reference, or any amendments thereto. Pricing which utilizes an Absorbed Fee Model will be billed to the AGENCY monthly in arrears and will automatically be debited from AGENCY’s designated account via ACH Debit. Pricing which utilizes a Service Fee Model will result in a 18.10.01 Page 6 9691970_1 CSG#33780 03-06-21 processing fee being charged to the Constituent in the form of a non-refundable service fee which is either (i) added to; or (ii) charged as a separate transaction to the Constituent at the time of payment. 12.2 Pricing which utilizes a flat service fee model are calculated based on historical or estimated transactional amount activity by AGENCY. In the event that experiential transaction activity varies significantly from the historical or estimated amounts, FORTE shall have the right to adjust the service fee in accordance to the experiential transaction activity. 12.3 FORTE's pricing is subject to the underlying fees established by the Payment Associations and its service providers. As such, in the event FORTE experiences an increase in cost for any processing services utilized by AGENCY during any term of this Agreement, FORTE will pass through the increases with no additional markup to AGENCY. FORTE will provide AGENCY a minimum of thirty (30) days’ notice of any change or adjustment in fees. 13. LIMITS OF LIABILITY 13.1 Neither Party shall be liable to the other Party or to any third party for any special, consequential, incidental or punitive damages of any kind or nature incurred in relation to this Agreement. The amount of damages recoverable by either Party from the other will not exceed that Party’s actual, direct damages and will be limited to the amount of the average monthly fees and charges paid by AGENCY for the Service for the immediate three (3) month period prior to the event giving rise to the applicable claim. Neither Party will be liable for failure to perform any of its obligations under this Agreement if such performance would result in it being in breach of any Law, Rule or requirement of any governmental authority. The provisions of this section will survive the termination of this Agreement. 13.2 FORTE shall not be held responsible for errors, acts or failures to act of others, including, and among other entities, banks, other processors, communications carriers or clearing houses through which Transactions may be originated or through which FORTE may receive or transmit information, and no such entity shall be deemed an agent of FORTE. 14. REPRESENTATIONS AND WARRANTIES. 14.1 FORTE’s Representations and Warranties. FORTE makes no representations or warranties concerning its services except as may be specifically authorized, in writing, or set out herein. 14.1.1 FORTE hereby warrants that its software solutions and services will perform in accordance with their published specifications in all material respects. 14.1.2 FORTE further warrants that in performing its obligations hereunder, it shall exercise due care and reasonable efforts to ensure that information originated by AGENCY is transmitted accurately. 14.2 AGENCY’s Representations and Warranties. AGENCY represents and warrants to FORTE that: 14.2.1 If applicable, with respect to all Transactions originated by FORTE on behalf of AGENCY that (i) each Transaction in all respects has been properly authorized by Receiver; (ii) each Transaction is for an amount agreed to by the Receiver and; (iii) AGENCY shall provide proof of authorization in compliance with applicable Rules for any Transaction to FORTE upon request within five (5) Business Banking Days. 14.2.2 AGENCY agrees to adhere to the warranties within the applicable Rules for each Transaction FORTE processes on AGENCY’s behalf. 14.3 Mutual Representations and Warranties. Each Party represents and warrants to the other that: 14.3.1 The execution of this Agreement does not violate any applicable international, federal, state, or local law, Payment Network rule or contract to which such Party is subject. 14.3.2 There are no actions, suits or proceedings existing or pending against or affecting it before any judicial or regulatory authority which would have a material adverse effect on its ability to perform its obligations hereunder. 14.3.3 When executed and delivered, this Agreement will constitute a legal, valid, and binding obligation, enforceable in accordance with its terms. 18.10.01 Page 7 9691970_1 CSG#33780 03-06-21 15. FORTE SERVICE POLICY. FORTE makes no representations or warranties concerning its services except as may be specifically authorized, in writing, or set out herein. AGENCY acknowledges and understands that FORTE does not warrant that the Services will be uninterrupted or error free and that FORTE may occasionally experience delays or outages due to disruptions that are not within FORTE’s control. Any such interruption shall not be considered a breach of the Agreement by FORTE. FORTE shall use its best efforts to remedy any such interruption in service as quickly as possible. 16. FORCE MAJEURE Neither Party shall be liable for, or be considered in breach of or default under the Agreement on account of any delay or failure to perform its obligations hereunder as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party shall give prompt written notice to the other Party and shall use all commercially reasonable efforts to minimize the impact of the event. 17. ASSIGNMENT The rights granted under this Agreement shall not be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld. 18. CHOICE OF LAW This Agreement shall be governed by and construed in accordance with the internal laws of the state of New York. 19. AMENDMENT Except as otherwise provided for herein, the terms and conditions of this Agreement shall not be modified or amended except in writing, signed by the parties hereto and specifically referring to this Agreement. 20. PUBLICITY Neither Party shall use the other Party’s name, logo or service marks in conjunction with a press release or advertisement without first obtaining written approval. 21. NOTICE Any notice required to be given by either Party hereunder, shall be in writing and delivered personally to the other designated Party, or sent by any commercially reasonable means of receipted delivery, addressed, to that Party at the address most recently provided in writing. Either Party may change the address to which notice is to be sent by written notice to the other under any provision of this paragraph. Notices to FORTE: CSG Forte Payments, Inc. 500 W. Bethany Drive Suite #200 Allen, TX 75013 Attn: Chief Counsel Notices to AGENCY: Town of Irondequoit Attn: Supervisor 1280 Titus Ave Rochester, NY 14617 22. HEADINGS The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning of any provision of this Agreement. 23. SEVERABILITY Should any term, clause or provision herein be found invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and 18.10.01 Page 8 9691970_1 CSG#33780 03-06-21 such invalid term, clause or provision shall be construed to most closely reflect the original intent of the parties. 24. ENTIRE AGREEMENT; WAIVER; COUNTERPARTS This Agreement constitute the entire understanding of the Parties, and revoke and supersede all prior agreements between the Parties and are intended as a final expression of their agreement. Either Party’s waiver of any breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach of same or other provision. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. IN WITNESS WHEREOF, the undersigned, being duly authorized thereto by their respective organizations, have executed this Agreement as of the date set forth below. CSG Forte Payments, Inc.: By: Town of Irondequoit: By: Name: Name: David A. Seeley Title: Title: Supervisor Date: ________________________________ Date: _________________________________ 18.10.01 Page 9 9691970_1 CSG#33780 03-06-21 APPENDIX A DEFINITIONS ACH Network – Automated Clearing House Network is a batch processing, store-and- forward system that accumulates and distributes ACH transactions that are received from ODFI (defined below) and are forwarded to the specified RDFI (defined below) according to the specific schedules established by the participants. Acquirer – A sponsoring financial institution or payment processor that enters into an agreement which enables merchants/government agencies or their Agent(s) to submit Transactions to a payment network. Affiliate – A business entity effectively controlling or controlled by another or associated with others under common ownership or control. Agent Any director, officer, employee, representative, affiliate, third-party vendor or any other person acting on behalf of the Merchant/Agency with the actual, implied or apparent authority of Merchant/Agency. Business Banking Day – Monday through Friday excluding banking holidays. Chargeback – A Transaction that is rejected by the owner of the account debited or charged because a dispute exists between the Originator of the Transaction (typically a Merchant/Agency) and the account owner. Confidential Information - Confidential Information may include information regarding all of the computer software and technologies, systems, structures, architectures, processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods, and information and databases developed, acquired, owned, produced or practiced at any time by a Party or any affiliate thereof, including software programs and documentation licensed by third parties to the disclosing Party, any business or financial information directly or indirectly related to the disclosing Party’s company(s) or investments or its internal administrative, billing and accounting systems, customer and vendor lists and information, employee personnel information and policies and procedures, information regarding the disclosing Party’s products and services that is not generally available to the public, or disclosable to the public pursuant to a New York Freedom of Information Law request. Credit Entry (or “Entry) – An ACH/EFT Transaction that is intended to deposit funds into a Receiver’s (defined below) account which has been withdrawn from Merchant’s/Agency’s Settlement Account (defined below). Debit Entry (or “Entry”) – An ACH/EFT Transaction that is intended to withdraw funds from a Receiver’s account for deposit into Merchant’s/Agency’s Settlement Account (defined below). Laws – All international, national, regional and local regulations or laws which are applicable to the services provided herein. NACHA – National Automated Clearing House Association responsible for establishing, revising and enforcing the Operating Rules for the US ACH Network. ODFI – Originating Depository Financial Institution is the financial institution that receives ACH Transactions from Merchant/Agency through FORTE and then forwards these Transactions (defined below) to the ACH Network. Originator – A Merchant/Agency who has contracted with FORTE to initiate ACH entries, on their behalf, to the ACH Network. 18.10.01 Page 10 9691970_1 CSG#33780 03-06-21 Payment Association – Any entity governing a payment network, including but not limited to VISA, M/C, Discover, American Express, NACHA, CPA. PCI-DSS – System security measures established by the various credit card companies, known as the Payment Card Industry Data Security Standards. RDFI – Receiving Depository Financial Institution is the financial institution that receives the ACH Transactions from the ODFI through the ACH Network and posts these Transactions to the accounts of Receivers (defined below). Receiver –An entity or individual consumer that has an established account with a card issuer or financial institution upon which a Transaction is or may be acted upon. Reserve – A specific amount of money that is held in your Merchant/Agency account to be used by FORTE to offset amounts owed to FORTE for Services provided, such as returned items, chargebacks, fees/fines, billing or other Merchant/Agency obligations to FORTE that FORTE is unable to collect from Merchant/Agency. Returned Entries – Any Transaction that is not able to be completed successfully and is returned/rejected back to the Originator. Rules – The operational rules, policies and procedures established by each applicable Payment Association to govern all transactions and parties that participate in the associated payment network. Settlement Account – An account established and maintained by Merchant/Agency with a financial institution through which the following may occur: (a) deposit of funds for Debit Entries, (b) the extractions of funds for Credit Entries, reserve funds or fee obligations unless otherwise agreed to by the parties. Settlement Entry – A Debit or Credit Entry to Merchant’s/Agency’s Settlement Account which corresponds to the net amount owed Merchant/Agency by FORTE at the end of each Business Banking Day. Transactions –Any transfer of data or information to FORTE in a format pre-approved by FORTE, including but not limited to payment, verification and authentication items. Users - All individuals who access a FORTE website or utilize any portion of the FORTE Services on behalf of Merchant/Agency directly or through software that accesses the FORTE systems through Merchant’s/Agency’s systems, by using Merchant’s/Agency’s access credentials or any other access reasonably presumed to be on behalf of Merchant/Agency. 18.10.01 Page 11 9691970_1 CSG#33780 03-06-21 APPENDIX B ACCOUNT VERIFICATION AND AUTHENTICATION SERVICES 1. Representation by Agency. Each request for data through the verification and authentication services shall constitute a representation, warranty and certification by Agency that the data (i) shall be used and disclosed only in accordance with the terms of the Agreement, and in accordance with any applicable Rules or Laws; and (ii) shall be used solely for the intended use as stated by Agency on the application and that use is in compliance with the permissible uses under the Fair Credit Reporting Act (“FCRA”) as provided in the FCRA Requirements Addendum located at http://www.forte.net/fair-credit-reporting-act; (iii) Agency will follow proper procedures for adverse action notification to its Constituents, as provided by the FCRA Requirements Addendum; and (iv) Agency acknowledges it has implemented security measures to prohibit the unauthorized access to the information provided. 2. Use of Services. 2.1 AGENCY SHALL USE THE VERIFICATION SERVICES ONLY IN CONNECTION WITH PAYMENTS PRESENTED TO AGENCY BY ITS CONSTITUENTS IN EXCHANGE FOR GOODS OR SERVICES. AGENCY SHALL NOT RESELL THE VERIFICATION DATA OR SERVICES TO ANY THIRD PARTIES. 2.2 Agency understands and agrees that it cannot decline services to a consumer or customer after receiving an approval result from FORTE on a verification inquiry unless Agency is declining based on other grounds and/or information. Further, if Agency does decline services to a FORTE approved consumer or customer based on alternate information, Agency shall not provide FORTE’s contact information as recourse for the consumer to pursue a dispute of the result under FCRA Adverse Action requirements. 2.3 Agency shall provide to FORTE, as part of a verification inquiry, the accurate amount for each transaction Agency wants to verify. 3. Retention of Data. Agency acknowledges and agrees that it shall not retain, store, compile or aggregate the results of verification or authentication inquiries received from FORTE except as required by applicable law or to perform its obligations under this Agreement. 18.10.01 Page 12 9691970_1 CSG#33780 03-06-21 APPENDIX C ACCOUNT UPDATER SERVICES 1. Description of Services. Participating Visa/MasterCard Issuers submit their account changes to the Account Updater Database. On a monthly basis, FORTE will compare all of AGENCY’s recurring tokenized transactions against the Account Updater Database. FORTE will then update the tokenized card information on file with updated account information. 2. Agency Requirements for Account Updater Participation. a. AGENCY must be properly established and registered in the United States. b. AGENCY must not have been disqualified from participating in the Visa, MasterCard, American Express, or Discover programs. c. AGENCY must be in compliance with all Card Association Operating Regulations. d. AGENCY must submit inquiries only for those accounts with which the it has an ongoing customer relationship and customer’s authority to submit such payments. e. AGENCY may not request authorization on accounts that have returned “Contact Cardholder” or “Closed.” f. AGENCY must not submit inquiries on behalf of any other entity. g. AGENCY assumes all risk associated with the use of the Account Updater Service. FORTE shall have no liability whatsoever to AGENCY for any liability associated with the Account Updater Service, including but not limited to the accuracy or completeness of the information provided via the Account Updater Service. 18.10.01 Page 13 9691970_1 CSG#33780 03-06-21 APPENDIX D AMERICAN EXPRESS CARD ACCEPTANCE 1. Merchant hereby acknowledges and agrees that for purposes of acceptance of American Express, the American Express Merchant Operating Guide and any amendments thereto (the “Operating Guide”) is hereby incorporated by reference into this Agreement and can be found at www.americanexpress.com/merchantopguide. All capitalized terms found in this section shall have the attributed meaning from the Operating Guide. 2. Merchant hereby acknowledges and agrees that it is not a party to any agreement between FORTE and American Express. 3. Merchant hereby authorizes FORTE and/or Acquirer to submit American Express transactions to, and receive settlement from, American Express on behalf of Merchant. Merchant must accept the American Express card as payment for goods and services (other than those goods and services prohibited under the Operating Guide) sold, or (if applicable) for charitable contributions made, at all of its establishments, except as expressly permitted by applicable Law. Merchant is jointly and severally liable for the obligations of Merchant’s establishments under the Agreement. For the avoidance of doubt, “cardholder” as used in this Agreement shall include Cardmembers as defined in the Operating Guide. 4. Merchant hereby acknowledges and agrees that (i) FORTE or Acquirer may disclose American Express Transaction Data (which for purposes of this section shall have the same definition as “Transaction Data” in the Operating Guide), Merchant Data (as defined below), and other information about Merchant to American Express, (ii) American Express may use such information to perform its responsibilities in connection with the American Express Program, promote the American Express Network, perform analytics and create reports, and for any other lawful business purpose, including marketing purposes, and (iii) American Express may use the information obtained in this application at the time of setup to screen and/or monitor Merchant in connection with American Express Card (the “Card”) marketing and administrative purposes. If Merchant has provided a wireless phone number in connection with this Agreement, Merchant hereby agrees that it may be contacted at that number and the communications sent may include autodialed text messages or automated prerecorded calls. If Merchant has provided a fax number, Merchant hereby agrees that it may be sent fax communications. To opt out of American Express-related marketing communications, Merchant may contact FORTE customer service as described in this Agreement. For purposes of this section, “Merchant Data” means names, postal and email addresses, tax ID numbers, names and social security numbers of the authorized signer of Merchant and similar identifying information about Merchant. For clarification, Merchant Data does not include American Express Transaction Data. 5. Merchant will adhere to the following website information display guidelines in the event Merchant has a website and/or operates an e-commerce business. Merchant’s website must display the following: • An accurate description of the goods/services offered, including the currency type for the Transaction (e.g., U.S. Dollars). Note: Transaction currency must be in U.S. Dollars. • Merchant's physical address in the U.S. • An email address or telephone number for customer service disputes. • Return/refund policy. • A description of Merchant's delivery policy (e.g., no overnight delivery). • A description of Merchant's security practices (e.g., information highlighting security practices Merchant uses to secure Transactions on its systems, including Transactions conducted on the Internet). 18.10.01 Page 14 9691970_1 CSG#33780 03-06-21 • A statement of known export restrictions, tariffs, and any other regulations. • A privacy statement regarding the type of personal information collected and how the information is used. Additionally, Merchant must provide to customers the option to decline being included in marketing campaigns or having their personal information included on lists sold to third parties. 6. Merchant hereby agrees that, in the event that Merchant becomes a High Charge Volume Merchant (as defined below), Merchant will be converted from the American Express Program to a direct American Express Card acceptance relationship with American Express, and upon such conversion, (i) Merchant will be bound by American Express’ then-current card acceptance agreement, and (ii) American Express will set pricing and other fees payable by Merchant for American Express Card acceptance. “High Charge Volume Merchant” for purposes of this section means an American Express Program Merchant with either (i) greater than $1,000,000 in American Express charge volume in a rolling twelve (12) month period or (ii) greater than $100, 000 in American Express charge volume in any three (3) consecutive months. For clarification, if Merchant has multiple establishments, the American Express charge volume from all establishments shall be summed together when determining whether Merchant has exceeded the thresholds above. 7. Except as expressly permitted by applicable Law, Merchant must not: (a) indicate or imply that Merchant prefers, directly or indirectly, any Other Payment Products over the Card, (b) try to dissuade Cardmembers from using the Card, (c) criticize or mischaracterize the Card or any of American Express' services or programs, (d) try to persuade or prompt Cardmembers to use any Other Payment Products or any other method of payment (e.g., payment by check), (e) impose any restrictions, conditions, disadvantages, or fees when the Card is accepted that are not imposed equally on all other payment products, except for electronic funds transfer, cash or check, (f) suggest or require Cardmembers to waive their right to dispute any Transaction, (g) engage in activities that harm American Express' business or the American Express Brand (or both), (h) promote any Other Payment Products (except, if applicable, Merchant’s own private label card that it issues for use solely at its Establishments) more actively than Merchant promotes the Card, or (i) convert the currency of the original sale Transaction to another currency when requesting Authorization or submitting Transactions (or both). 8. Merchant may offer discounts or in-kind incentives from its regular prices for payments in cash, ACH funds transfer, check, debit card, or credit/charge card, provided that (to the extent required by applicable Law): (i) Merchant clearly and conspicuously discloses the terms of the discount or in-kind incentive to its customers, (ii) the discount or in-kind incentive is offered to all of Merchant’s prospective customers, and (iii) the discount or in-kind incentive does not differentiate on the basis of the Issuer or, except as expressly permitted by applicable state statute, payment card network (e.g., Visa, MasterCard, Discover, JCB, American Express). The offering of discounts or in-kind incentives in compliance with the terms of this paragraph will not constitute a violation of the provisions set forth Section 3.2 of the Operating Guide. 9. Whenever payment methods are communicated to customers, or when customers ask what payments are accepted, Merchant must indicate its acceptance of the Card and display American Express' Marks (including any Card application forms provided to Merchant) as prominently and in the same manner as any Other Payment Products. Merchant must not use American Express' Marks in any way that injures or diminishes the goodwill associated with the American Express Mark, nor in any way (without American Express’ prior written consent) indicate that American Express endorses Merchant’s goods or services. Merchant shall use the American Express brand and marks in accordance with the requirements set forth in the Operating Guide and shall remove the American Express brand and marks from Merchant’s website and wherever else they are displayed upon termination Merchant’s acceptance of American Express cards. 18.10.01 Page 15 9691970_1 CSG#33780 03-06-21 10. Any and all Cardmember Information is confidential and the sole property of the Issuer, American Express or its Affiliates. Except as otherwise specified, Merchant must not disclose Cardmember Information, nor use nor store it, other than to facilitate Transactions in accordance with this Agreement. For more information, refer to the Operating Guide, Section 4.2, "Completing a Transaction at the Point of Sale" and Chapter 8, "Protecting Cardmember Information". 11. Merchant shall not assign to any third party any American Express-related payments due to it under this Agreement, and all indebtedness arising from American Express Charges (as defined below) will be for bona fide sales of goods and services (or both) at its establishments (as defined below) and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may sell and assign future American Express transaction receivables to FORTE, its affiliated entities and/or any other cash advance funding source that partners with FORTE or its affiliated entities, without consent of American Express. 12. Merchant hereby agrees that American Express shall have third party beneficiary rights, but not obligations, to enforce this Agreement as against Merchant to the extent applicable to American Express processing. Merchant understands and agrees that it shall have no third party beneficiary rights under any agreement between FORTE and American Express and/or Acquirer. Merchant shall maintain refund policies for purchases on the American Express card that are at least as favorable as its refund policy for purchases on any other payment product. Merchant will disclose any such refund policy to Cardmembers at the time of purchase and in compliance with the Operating Guide and all applicable Laws. Merchant’s termination of American Express Card acceptance shall have no direct or indirect effect on Merchant’s rights to accept other card brands. To terminate American Express acceptance, Merchant may contact FORTE customer service as described in this Agreement. 13. Without limiting any other rights provided herein, FORTE and/or Acquirer shall have the right to immediately terminate Merchant’s acceptance of American Express cards upon request of American Express. Merchant may not bill or collect from any Cardmember for any purchase or payment on the Card unless a chargeback has been exercised, Merchant has fully paid for such charge, and it otherwise has the right to do so. Merchant will comply with all procedural requirements relating to chargebacks, as provided in the Operating Guide, Chapter 11. 14. American Express Liability. SPONSORED MERCHANT ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL AMERICAN EXPRESS, ITS AFFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO SPONSORED MERCHANT FOR ANY DAMAGES, LOSSES, OR COSTS INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. 18.10.01 Page 16 9691970_1 CSG#33780 03-06-21 SCHEDULE 1 PRICING FEE SCHEDULE 1. Service Fee Pricing Option: MasterCard, Visa, Discover and American Express cards 2.45% of the payment amount with a minimum fee of $1.75, whichever is greater. $1.75 Dog Module only; flat fee credit cards. Electronic check – online WEB payments (Includes Forte Verification for known accounts) eCheck Transaction Tiers Fees Frequency $0.00 to $50,000.00 $1.75 w/Verification Per Transaction $50,000.01 to $75,000.00 $3.00 w/Verification Per Transaction $75,000.01 to $100,000.00 $6.00 w/Verification Per Transaction $100,000.01 to $150,000.00 $10.00 w/Verification Per Transaction $150,000.01 + $250,000.00 $15.00 w/Verification Per Transaction 2. Absorbed Pricing Option: Emerging Market and Public-Sector Rate Structure Processing Costs: Fees Frequency Visa, MasterCard, Discover *Pass Thru pricing + $0.12 + .25 bpts* Per Transaction American Express *Pass Thru pricing + $0.12 Per Transaction Forte Protect (End-2-End Encryption) $0.10 Per Transaction Chargeback Fee $25.00 Per Chargeback Batch Fee $0.00 No Charge - Waived Gateway Fee $0.00 No Charge - Included ACH Fee-debits/credits $0.25 w/o Forte Verify; $0.50 with Forte Verify Per Transaction ACH Return Fee $2.00 Per Return Statement Fee $5.00 Each Month per merchant account * Pass Thru pricing includes the direct interchange dues, assessments and all other fees that are charged directly from Payment Associations. Interchange pass thru pricing is a form of credit card processing that allows the actual cost of the processing (*interchange fees & assessments) to be passed directly through to AGENCY’s office and includes total transaction volume processed multiplied by basis points “bpts” and total number of transactions processed by per item fee. 18.10.01 Page 17 9691970_1 CSG#33780 03-06-21 3. Equipment and Service Pricing: Standard Product and Optional Service Pricing Description Fees and Cost of Equipment VeriFone Vx520 EMV Terminal $00.00 per reader plus shipping *equipment is placed at no- cost at Forte’s expense and will remain the asset of Forte. On-line Reporting Tools All Channels (INT, IVR, POS) Unlimited Users $0.00 Set-Up Fee Configuration, Implementation, Training Waived Resolution No. 2021 - EXTRACT OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING 2020 INTER-FUND CLOSING TRANSFERS TO APPROPRIATE FUNDING TO THE SELF INSURANCE FUND 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 March 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 Board has received the summary of recommended 2020 inter-fund transfers, a copy of which is attached hereto as Exhibit A and made a part hereof, to appropriate funding for the Self Insurance Fund; and WHEREAS, the transactions are necessary prior to closing the 2020 operating budget accounts. NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the 2020 inter-fund transfers as stated on Exhibit A, which is attached hereto and made a part hereof, to appropriate funding for the Self Insurance Fund. This resolution shall take effect immediately upon its adoption. Seconded by Town Board Member __________________________and duly put 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_________________ Exhibit A Exhibit A Closing Inter -fund Transfers to Appropriate Funding to Self Insurance Fund For Approval by Town Board on 03/16/2021 Department Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Interfund Transfers General Fund 001 9902 9 38,000 Library Fund 005 9902 9 0 Highway I Fund 021 9902 9 15,000 Highway 3 Fund 023 9902 9 30,000 Sewer Fund 031 9902 9 59,500 Storm Drainage Fund 038 9902 9 500 Self Insurance Fund 201 0201 5 143,000 Interfund Transfer Totals 143,000 143,000 0 Department Closing Budget Adjustments to facilitate Inter -fund Transfers to Appropriate Funding to Self Insurance Fund Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final General Fund -Police Salaries & Wages 001 8520 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 38,000 Transfer To Self Insurance Fund (Wk Comp) 9 Highway Maintenance 021 5110 1 "Item 1" 2 4 8 15,000 Transfer To Self Insurance Fund (Wk Comp) 9 Vehicle Maint 23 5130 1 "Item 3" 2 4 8 30,000 Transfer To Self Insurance Fund (Wk Comp) 9 Sewer Fund 31 8120 1 2 4 8 19,000 Transfer To Self Insurance Fund (Wk Comp) 9 Sewer Fund 31 8121 1 2 4 8 40,500 Transfer To Self Insurance Fund (Wk Comp) 9 38,000 15,000 30,000 19,000 40,500 38,000 38,000 0 15,000 15,000 30,000 30,000 0 19,000 19,000 0 40,500 40,500 0 we to si 1 of 2 printed on 3/4/2021 Exhibit A Closing Inter -fund Transfers to Appropriate Funding to Self Insurance Fund For Approval by Town Board on 03/16/2021 Sewer Fund 31 8125 1 2 4 8 Transfer To Self Insurance Fund (Wk Comp) 9 0 Storm Drainage Fund 038 8140 1 2 4 8 500 Transfer To Self Insurance Fund (Wk Comp) 9 0 500 0 0 0 500 500 0 we to si 2 of 2 printed on 3/4/2021 Resolution No. 2021 - EXTRACT OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING A SERIES OF BALANCED APPROPRIATION TRANSFERS WITHIN SEVERAL FUNDS OF THE 2020 OPERATING BUDGET At a regular meeting of the Town Board of the Town of Ir ondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 1 6th day of March, 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 Board has received the attached summary of recommended appropriation transfers for 2020, a copy of which is attached hereto as Exhibit A and made a part hereof; and, WHEREAS, the transactions are necessary prior to closing the 20 20 operating budget accounts; and, WHEREAS, the transactions are balanced within each operating fund. NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the series of appropriation transfers for the 2020 operating budget as summarized on Exhibit A. This resolution shall take effect immediately upon its adoption. Seconded by Town Board Member __________________________and duly put 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_________________ Exhibit A Exhibit A Department Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final General Fund Town Board Salaries & Wages 001 1010 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 10 Supervisor Salaries & Wages 001 1220 1 Equipment 2 Supplies & services 4 2,100 Employee Fringe Benefits 8 Comptroller Salaries & Wages 001 1315 1 8,325 Equipment 2 Supplies & services 4 2,705 Employee Fringe Benefits 8 5,005 Auditor Supplies & services 001 1320 4 1,900 Attorney Salaries & Wages 001 1420 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 Information Technology Salaries & Wages 001 1680 1 2,405 Equipment 2 3,950 Supplies & services 4 6,680 Employee Fringe Benefits 8 835 Information TechnologyProjects Equipment 001 1681 2 5,100 Supplies & services 4 2,450 Human Resources / Payroll Salaries & Wages 001 1430 1 Equipment 2 Supplies & services 4 14,350 Employee Fringe Benefits 8 3,670 400 36,905 27,950 10,535 9,895 10 400 -390 2,100 64,855 -62,755 16,035 0 16,035 1.900 0 1,900 0 10,535 -10,535 13,870 0 13,870 7,550 0 7,550 18,020 9,895 8,125 2020 year end transfers 1 of 13 printed on 3/4/2021 Exhibit A Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Department Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Assessor Salaries & Wages 001 1355 1 26,175 Equipment 2 Supplies & services 4 17,590 Employee Fringe Benefits 8 43,765 0 43,765 Town Clerk - general Salaries & Wages 001 1410 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 6,695 Town Clerk - Tax Receiver Salaries & Wages 001 1330 1 5,330 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 Town Clerk Elections Supplies & services 001 1450 4 Town Clerk Record Mgt 001 1460 Equipment 2 Supplies & services 4 Courts Salaries & Wages 001 1110 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 Police Salaries & Wages 001 3120 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 Community Development Fire Marshall 001 3410 1 Equipment 2 Supplies & services 4 1,650 Employee Fringe Benefits 8 6,695 5.330 19,100 11,980 6,695 6,695 0 5,330 5,330 0 0 0 0 0 0 0 0 0 0 0 0 1,650 31,080 -29,430 2020 year end transfers 2 of 13 printed on 3/4/2021 Exhibit A Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Department Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Community Development Animal Control Salaries & Wages 001 3510 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 Community Development Code Enforcement 001 3620 1 Equipment 2 Supplies & services 4 30,875 Employee Fringe Benefits 8 1,455 0 0 0 30,875 1,455 29,420 Community Development 001 3650 4 Removal of Code Violations 0 0 0 Community Development 001 8010 1 Zoning Board of Appeals 2 4 8 Community Development 001 8020 1 Planning Staff 2 4 8 15,800 Community Development 001 8021 1 Planning Board 2 4 8 Community Development 001 8090 1 Environmental Control 2 4 8 Recreation 001 6772 1 Programs for Aging 2 4 8 15,800 0 0 0 15,800 15,800 0 0 0 0 0 0 0 0 0 0 2020 year end transfers 3 of 13 printed on 3/4/2021 Exhibit A Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Department Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Recreation Senior Nutrition Program 001 6773 1 2 4 8 Recreation Salaries & Wages 001 7140 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 Parks Salaries & Wages 001 7110 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 ICATV Salaries & Wages 001 7989 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 Historian Salaries & Wages 001 7520 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 Street Lighting 001 5182 4 Building Maintenance - Town Hall Salaries & Wages 001 1620 1 3,110 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 100 Building Maintenance - P S B Salaries & Wages Equipment Supplies & services Employee Fringe Benefits 001 1621 1 13,780 2 4 8 15,540 10,605 4,030 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3,210 15,540 -12,330 13,780 14,635 -855 2020 year end transfers 4 of 13 printed on 3/4/2021 Exhibit A Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Department Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Building Maintenance - Library Salaries & Wages Equipment Supplies & services Employee Fringe Benefits 001 1622 1 2,195 2 4 8 5,350 Building Maintenance - Community Center Salaries & Wages 001 1623 1 1,200 Equipment 2 1,500 Supplies & services 4 Employee Fringe Benefits 8 1,150 Public Works Administration 001 1490 1 900 2 4 8 9,135 Public Works Engineer 001 1440 4 555 2,590 575 7,545 555 6,990 3,850 2,590 1,260 10,035 575 9,460 0 0 0 Public Works Engineer - Site Plan Rev 001 1441 4 3,800 0 3,800 -3,800 Public Works Operations Center 001 1640 1 5,030 2 4 16,015 8 255 Public Works Communications 001 1650 2 1,155 4 1,810 Public Works Traffic Control 001 3310 1 2 4 8 1,575 1,555 0 21,300 -21,300 2,965 0 2,965 1,575 1,555 20 2020 year end transfers 5 of 13 printed on 3/4/2021 Exhibit A Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Department Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Public Works Sidewalk Snow Plowing Salaries & Wages 001 5410 1 Equipment 2 Supplies & services 4 Employee Fringe Benefits 8 0 0 Public Works Sidewalk Constr/Maint. 001 5411 1 2 4 8 2,155 Public Works Solid Waste Mgt. Public Works Tree Program 001 8160 1 9,285 4 8 6,900 001 8560 1 2 4 8 16,845 Cemetery Salaries & Wages 001 8810 1 250 Equipment 2 Supplies & services 4 430 Employee Fringe Benefits 8 2,110 47,515 8,865 9,680 5,240 Unallocated Expenses Insurance Premiums 001 1910 4 7,550 Judgement & claims 001 1930 4 8,920 Safety -Unallocated 001 1938 4 1,245 Taxes & Assessments 001 1950 4 2,750 Property Appraisal 001 1989 4 199,990 Contingent Account 001 1990 1 Central Printing & Mailing 001 1670 2 Central Printing & Mailing 001 1670 4 335 Bond - Principal 001 9710 6 270 Bond - Interest 001 9710 7 BAN - Principal 001 9730 6 BAN - Interest 001 9730 7 66,510 Capital Lease Principal 001 9785 6 16,500 Capital Lease Interest 001 9785 7 Transfer To Capital Proj 9 93,900 2,155 2,110 45 16,185 47,515 -31,330 16,845 18,545 -1,700 680 5,240 -4,560 102,230 295,740 -193,510 2020 year end transfers 6 of 13 printed on 3/4/2021 Exhibit A Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Department Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Appropriation of Revenue Sales Tax 001 1120 0 Building Inspection Fees 001 1560 0 Sale of Equipment 001 2665 8160 37,580 Mortgage Tax 001 3005 0 193,510 NYS Grant (windstorm) 001 3089 0 231,090 0 231,090 Add'I. Appr. of Fund Balance - Gen Fd, 0 0 0 General Fund Total 575,745 575,745 0 2020 year end transfers 7 of 13 printed on 3/4/2021 Exhibit A Department Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Library Salaries & Wages 005 7410 1 Equipment 2 Supplies & Services 4 2,031 Employee Fringe Benefits 8 Transfer To Self Insurance Fund (Wk Comp) 9 Serial Bond Interest 005 9710 7 Capital Lease Principal 005 9785 6 Interfund Transfers 005 5031 0 Health Insurance 005 9060 8 2,030 1 2,031 2,030 0 1 -1 Appr. of Fund Balance - Library 0 0 0 Library Fund Total 2,031 2,031 0 Highway Funds Highway Maintenance 021 5110 1 "Item 1" 2 4 113,850 8 Insurance Premium 021 1910 4 Judgement & Claims 021 1930 4 Unemployment Ins. 021 9050 8 Principal on Debt 021 9710 6 Interest on Debt 021 9710 7 Principal on BAN 021 9730 6 Interest on BAN 021 9730 7 Principal on Installmt Debt 021 9785 6 Interest on Installmt Debt 021 9785 7 Transfer To Self Insurance Fund (Wk Comp) 9 Appropriation of Revenue Interfund Transfer 021 5031 0 Service to Other Govts. 021 2304 0 Service to Other Depts. 021 2302 0 Fuel Chargeback 021 2300 0 (right of Way Permits 021 2585 0 Sale of Equipment 021 2665 0 State Aid CHIP 021 3501 0 851 113,350 500 1 850 113,850 113,350 500 851 1,351 -500 0 0 0 Highway Item 1 Total 114,701 114,701 0 2020 year end transfers 8 of 13 printed on 3/4/2021 Exhibit A Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Department Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Equip't Maintenance "Item 3" 023 5130 1 2 4 8 Principal on debt 023 9710 6 Interest on debt 9710 7 Principal on BAN 023 9730 6 Interest on BAN 023 9730 7 1,715 Capital Lease Principal 9785 6 Capital Lease Interest 9785 7 Principal on debt 9790 6 Interest on debt 9790 7 Transfer To Self Insurance Fund (Wk Comp) 9 Appropriation of Revenue Charges to Other Depts 023 2302 0 Interest Earned 023 2401 0 Insurance Recovery (fire) 023 2680 1987 Sale of Equipment 023 2665 0 1,685 30 0 0 1,715 1,715 0 0 0 0 Highway Item 3 Total 1,715 1,715 Winter & R 0 W Maint. 024 5140 1 "Item 4" 2 Roadside Maintenance 4 8 6,540 Winter & R 0 W Maint. 024 5142 1 "Item 4" 2 Town Roads 4 7 8 Insurance Premium 024 1910 4 Judgement & Claims 024 1930 4 Transfer To Self Insurance Fund (Wk Comp) 9 Appropriation of Revenue State Snow Contract 024 2303 0 County Snow Contract 024 2301 0 Interest Earnings 024 2401 0 Minor Sales - Salt 024 2655 0 Sale of Equipment 024 2655 6,205 335 6,540 6,205 335 0 0 0 0 335 -335 0 0 0 Highway Item 4 Total 6,540 6,540 0 2020 year end transfers 9 of 13 printed on 3/4/2021 Exhibit A Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Department Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Appropriation of Fund Balance - Highway Funds Item 1 0 Item 3 0 Item 4 0 Total, Net Appropriation Required, account: 023-0022-0599 0 Consolidated Sewer District Administration Salaries & Wages 031 8110 1 Equipment 2 Supplies & Services 4 4,285 Employee Fringe Benefits 8 4,285 0 4,285 Sewer Maintenance Salaries & Wages 031 8120 1 Equipment 2 Supplies & Services 4 16,685 Employee Fringe Benefits 8 Sewer Service Salaries & Wages 031 8121 1 17,500 Equipment 2 Supplies & Services 4 5,780 Employee Fringe Benefits 8 Sewer Pump Stations Salaries & Wages 031 8125 1 Equipment 2 Supplies & Services 4 14,425 Employee Fringe Benefits 8 5.575 Insurance 031 1910 4 Judgement & Claims 031 1930 4 Unemployment 031 9050 8 Serial Bond Principal 031 9710 6 Serial Bond Interest 031 9710 7 BAN Principal 031 9730 6 BAN Interest 031 9730 7 8,685 Installment purch-principal 031 9785 6 Installment purch-interest 031 9785 7 Interfund Transfers 031 9950 9 Transfer To Self Insurance Fund (Wk Comp) 9 42,440 10,455 19,055 985 16,685 52,895 -36,210 23,280 19,055 4,225 20.000 0 20,000 8,685 985 7,700 0 0 0 2020 year end transfers 10 of 13 printed on 3/4/2021 Exhibit A Department Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Appropriation of Revenue Insurance Recovery (fire) 031 2680 1987 0 0 Add'I. Appr. of Fund Balance - Sewer Fd. 0 0 0 Consolidated Sewer District Total 72,935 72,935 0 Storm Drainage District Salaries & Wages 038 8140 1 6,840 Equipment 038 8140 2 280 Supplies & Services 038 8140 4 1,005 Serial Bond Principal 038 9710 6 Serial Bond Interest 038 9710 7 Principal on BAN 038 9730 6 Interest on BAN 038 9730 7 3,775 Capital Lease Principal 038 9785 6 Capital Lease Interest 038 9785 7 Employee Fringe Benefits 038 8140 8 2,925 Interfund Transfers 038 9950 9 Appropriation of Revenue Sale of Equipment 038 2665 Appropriation of Fund Bal. 038 0599 0 9,070 25,150 14,825 25,150 -10,325 9,070 0 9,070 1,255 0 1,255 Storm Drainage District Total 25,150 25,150 0 Sea Breeeze Water District Insurance Premium 051 1910 4 6,170 Personnel 051 8310 1 Equipment 051 8310 2 4,120 Supplies & Services 051 8310 4 Employee Benefits 051 8310 8 Purchase of Water 051 8320 4 Capital Lease Principal 051 9785 6 Capital Lease Interest 051 9785 7 Appropriation of Revenue Water Sales 051 2140 0 Unmetered Water Sales 051 2142 0 Late Fees & Penalties 051 2148 0 Appropriated Fund Bal. 051 0051 0 6,670 3,620 10,290 10,290 0 Sea Breeeze Water District Total 10,290 10,290 0 2020 year end transfers 11 of 13 printed on 3/4/2021 Exhibit A Department Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Street Light Districts Burwell Rd. 071 5182 4 Fund Balance Applied 071 0071 Chestnut Hill 072 5182 4 Fund Balance Applied 072 0072 Culver Pkwy. No. 1 073 5182 4 640 Fund Balance Applied 073 0073 640 Culver Pkwy. No. 2 074 5182 4 25 Fund Balance Applied 074 0074 25 Fairview Cresc. 075 5182 4 85 Fund Balance Applied 075 0075 85 Fairview Rd 076 5182 4 Fund Balance Applied 076 0076 Falstaff Rd. 077 5182 4 Fund Balance Applied 077 0077 N. Goodman Pk. 078 5182 4 3,750 Fund Balance Applied 078 0078 3,750 Harbor Hill 079 5182 4 Fund Balance Applied 079 0079 North Laurelton 080 5182 4 Fund Balance Applied 080 0080 Hurstbourne A 081 5182 4 865 Fund Balance Applied 081 0081 865 Hurstbourne B 082 5182 4 1,950 Fund Balance Applied 082 0082 1.950 Lake front 083 5182 4 Fund Balance Applied 083 0083 Laurelton no. 1 084 5182 4 655 Fund Balance Applied 084 0084 655 Laurelton no. 2 085 5182 4 650 Fund Balance Applied 085 0085 650 Laurelton no. 3 086 5182 4 Fund Balance Applied 086 0086 Maplehurst 087 5182 4 Fund Balance Applied 087 0087 Rawlinson Rd. 088 5182 4 45 Fund Balance Applied 088 0088 45 White City 089 5182 4 Fund Balance Applied 089 0089 Windsor Beach Park 090 5182 4 Fund Balance Applied 090 0090 Sea Breeze 091 5182 4 Fund Balance Applied 091 0091 Somershire Dr. 092 5182 4 765 Fund Balance Applied 092 0092 765 Spencer Rd 093 5182 4 865 Fund Balance Applied 093 0093 865 Strathmore Village 094 5182 4 Fund Balance Applied 094 0094 Summerville Terr. 095 5182 4 Fund Balance Applied 095 0095 Thorndyke Rd. 096 5182 4 715 2020 year end transfers 12 of 13 printed on 3/4/2021 Exhibit A Closing Budget Amendments For Approval by Town Board 2020 Budget on 03/16/2021 Department Fund Account Account Transfer Transfer Dept. Total Dept. Total Dept Total Group From To Positive (from) Negative (to) Net Final Fund Balance Applied 096 0096 715 Washington Ave. 097 5182 4 15 Fund Balance Applied 097 0097 15 Thornton Rd. 098 5182 4 Fund Balance Applied 098 0098 Expendable Trust Funds Self Insurance Fund 201 0201 4 117,165 Fund Balance Applied 201 0201 117,165 Cemetery Perpetual Care 231 0231 4 550 Fund Balance Applied 231 0231 550 Special Recreation Fund 232 0232 4 Fund Balance Applied 232 0232 Oktoberfest-Capital Outlay 233 0233 2 Oktoberfest-Supplies 233 0233 4 Oktoberfest-Donations 233 2705 0 1,095 Fund Balance Applied 233 0233 1,095 Special Events 234 0234 4 3,350 Special Events -Donations 234 2705 0 Fund Balance Applied 234 0234 3,350 Tree Program Grant 235 0235 4 10 Fund Balance Applied 235 0235 10 Vending Machines 242 0242 4 125 Fund Balance Applied 242 0242 125 Employee Recognition 243 0243 4 55 Fund Balance Applied 243 0243 55 Farmers Market 246 0246 4 Farmers Market -Donations 246 2705 0 2,595 Farmers Market-NYS Grant 246 3089 0 Fund Balance Applied 246 0246 2,595 Senior Endowment Fund 248 0248 4 3,760 Fund Balance Applied 248 0248 3,760 Invigorate Irondequoit 249 0249 4 Invigorate Iron -Donations 249 2705 0 Fund Balance Applied 249 0249 Justice Fund -Capital Outlay 253 0253 2 Justice Fund -Supplies 253 0253 4 Jusric Fund -Treasury Rec 253 2705 0 Fund Balance Applied 253 0253 2,100 2,100 Community Education 255 0255 4 Community Ed -Donations 255 2705 0 Fund Balance Applied 255 0255 2020 year end transfers 13 of 13 printed on 3/4/2021 Resolution No. 2021- __________ EXTRACTION OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION TO APPROVE A HEALTH EMERGENCY 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 March 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, on March 11, 2020 the World Health Organization declared a pandemic for the novel coronavirus which causes the COVID-19 severe acute respiratory syndrome; and WHEREAS, the health and safety of our employees and contractors is crucial to maintaining our mission essential operations; and WHEREAS, Labor Law Section 27-c, as enacted by Chapter 168 of 2020 and Chapter 30 of 2021, requires each public employer in the State of New York to prepare a plan for the continuation of operations in the event that the governor declares a state disaster emergency involving a communicable disease (“Health Emergency Plan”); and WHEREAS, the Town Board wishes to adopt a Health Emergency Plan and determines that the same is in the best interests of the Town; and WHEREAS, the Town Board determines that the adoption of a Health Emergency Plan constitutes a Type II Action pursuant to the New York State Environmental Quality Review Act and accompanying regulations, 6 N.Y.C.R.R. § 617.5(c) (33), (42), (46), and therefore further environmental review is not required. NOW, THEREFORE BE IT RESOLVED, that the Town of Irondequoit adopts a Health Emergency Plan, attached hereto as Exhibit A, to include the identification of essential positions, facilitation of remote work for non-essential positions, provision of personal protective equipment, and protocols for supporting contact tracing to support continued resilience for a continuation of the spread of this disease or for other infectious diseases which may emerge and cause a declaration of a public health emergency. 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 _______ Exhibit A Health Emergency Plan for the Town of Irondequoit Approved March 16, 2021 1 of 11 Promulgation This plan has been developed in accordance with New York State Labor Law § 27-c, as amended by Chapter 168 of 2020. This plan has been developed in consultation with CSEA Union and the Irondequoit Nightstick Club, as required by the amended New York State Labor Law. No content of this plan is intended to impede, infringe, diminish, or impair the rights of us or our valued employees under any law, rule, regulation, or collectively negotiated agreement, or the rights and benefits which accrue to employees through collective bargaining agreements, or otherwise diminish the integrity of the existing collective bargaining relationship. This plan has been approved in accordance with requirements applicable to the agency, jurisdiction, authority, or district, as represented by the signature of the authorized individual below. -- As the authorized official of Town of Irondequoit, I hereby attest that this plan has been developed, approved, and placed in full effect in accordance with Chapter 168 of 2020, which amended New York State Labor Law section 27-c, to mandate public health emergency planning policies for all local governments in New York State. Signed on this day: _________________ Date By: David A. Seeley, Supervisor Signature: _______________________________ 2 of 11 Purpose, Scope, Situation Overview, and Assumptions Purpose This plan has been developed in accordance with the amended New York State Labor Law §27-c, as amended by Chapter 168 of 2020, which was signed into law by Governor Andrew Cuomo on September 7, 2020. This new law requires public employers to adopt a plan for operations in the event of a declared public health emergency involving a communicable disease. The plan includes the identification of essential positions, facilitation of remote work for non-essential positions, provision of personal protective equipment, and protocols for supporting contact tracing. Scope This plan was developed exclusively for and is applicable to Town of Irondequoit. This plan is pertinent to a declared public health emergency in the State of New York which may impact our operations; and it is in the interest of the safety of our employees and contractors, and the continuity of our operations that we have promulgated this plan. Situation Overview On March 11, 2020 the World Health Organization declared a pandemic for the novel coronavirus which causes the COVID-19 severe acute respiratory syndrome. This plan has been developed in accordance with amended laws to support continued resilience for a continuation of the spread of this disease or for other infectious diseases which may emerge and cause a declaration of a public health emergency. The health and safety of our employees and contractors is crucial to maintaining our mission essential operations. We encourage all employees and contractors to use updated Center for Disease Control Guidance for Keeping Workplaces, Schools, Homes, and Commercial Establishments Safe. The fundamentals of reducing the spread of infection include: • Using hand sanitizer and washing hands with soap and water frequently, including: o After using the restroom o After returning from a public outing o After touching/disposing of garbage o After using public computers, touching public tables, and countertops, etc. • Practice social distancing when possible • If you are feeling ill or have a fever, notify your supervisor immediately and go home • If you start to experience coughing or sneezing, step away from people and food, cough or sneeze into the crook of your arm or a tissue, the latter of which should be disposed of immediately • Clean and disinfect workstations at the beginning, middle, and end of each shift • Other guidance which may be published by the CDC, the State Department of Health, or County health officials. 3 of 11 Planning Assumptions This plan was developed based on information, best practices, and guidance available as of the date of publication. The plan was developed to largely reflect the circumstances of the current Coronavirus pandemic but may also be applicable to other infectious disease outbreaks. The following assumptions have been made in the development of this plan: • The health and safety of our employees and contractors, and their families, is of utmost importance. • The circumstances of a public health emergency may directly impact our own operations. • Impacts of a public health emergency will take time for us to respond to, with appropriate safety measures put into place and adjustments made to operations to maximize safety. • The public and our constituency expects us to maintain a level of mission essential operations. • Resource support from other jurisdictions may be limited based upon the level of impact the public health emergency has upon them. • Supply chains, particularly those for personal protective equipment (PPE) and cleaning supplies, may be heavily impacted, resulting in considerable delays in procurement. • The operations of other entities, including the private sector (vendors, contractors, etc.), non- profit organizations, and other governmental agencies and services may also be impacted due to the public health emergency, causing delays or other disruptions in their services. • Emergency measures and operational changes may need to be adjusted based upon the specific circumstances and impacts of the public health emergency, as well as guidance and direction from public health officials and the governor. • Per Chapter 168, ‘essential employee’ is defined as a public employee or contractor that is required to be physically present at a work site to perform their job. • Per Chapter 168, ‘non-essential employee’ is defined as a public employee or contractor that is not required to be physically present at a work site to perform their job. Concept of Operations The Supervisor of Town of Irondequoit, their designee, or their successor holds the authority to execute and direct the implementation of this plan. Implementation, monitoring of operations, and adjustments to plan implementation may be supported by additional personnel, at the discretion of the Supervisor. Upon the determination of implementing this plan, all employees and contractors of Town of Irondequoit shall be notified by a public announcement, with details provided as possible and necessary, with additional information and updates provided on a regular basis. Town residents and businesses will be notified of pertinent operational changes by public announcement. Other interested parties, such as vendors, will be notified by phone and/or email as necessary. The Supervisor’s office will maintain communications with the public and constituents as needed throughout the implementation of this plan. The Supervisor of Town of Irondequoit, their designee, or their successor will maintain awareness of information, direction, and guidance from public health officials and the Governor’s office, directing the implementation of changes as necessary. 4 of 11 Upon resolution of the public health emergency, the Supervisor of Town of Irondequoit, their designee, or their successor will direct the resumption of normal operations or operations with modifications as necessary. Mission Essential Functions When confronting events that disrupt normal operations, Town of Irondequoit is committed to ensuring that essential functions will be continued even under the most challenging circumstances. Essential functions are those functions that enable an organization to: 1. Protect the health of our employees, contractors, and constituency 2. Provide for the continued operation of Government under any circumstances. 3. Provide vital services, including but not limited to public safety and maintenance of core town infrastructure. 4. Provide services required by state and federal law. 5. Sustain quality operations. 6. Uphold the core values of the Town of Irondequoit. The Town of Irondequoit has identified as critical only those priority functions that are required or are necessary to provide vital services. During activation of this plan, all other activities may be suspended to enable the organization to concentrate on providing the critical functions and building the internal capabilities necessary to increase and eventually restore operations. Appropriate communications with employees, contractors, our constituents, and other stakeholders will be an ongoing priority. Essential Positions Each essential function identified above requires certain positions on-site to effectively operate. The table below identifies the positions or titles that are essential to be staffed on-site for the continued operation of each essential function. Note that while some functions and associated personnel may be essential, some of these can be conducted remotely and do not need to be identified in this section. Position Title Description Justification Animal Control Officer Responds to animal control emergencies and oversees dog licensing The nature the work requires the officer to report for duty Building Inspector Construction document review/approval Construction inspections for open building plumbing permits Inspections and site visits will require the employee to report for duty Code Enforcement Coordinator Code inspections and violation notices and oversight of other code enforcement staff Inspections and code violation notification will require employee to report for duty Code Enforcement Officer Code inspections and violation notices Inspections and code violation notification will require employee to report for duty Commissioner of Public Works Oversees department functions, manages strategic goals and long-term priorities Duties frequently require in-person supervision and interaction. Comptroller Organize staff and establish department priorities. Duties include voucher approval and payment and revenue collections and deposits and oversight of daily financial matters of the Town. 5 of 11 Court Administrator Establishes departmental priorities, conducts all financial transactions, performs State-mandated fiscal functions and compliance responsibilities of the Court, organizes staff, Judicial support, and provides coverage for absences. Duties typically require in-person supervision and interaction and the ability to handle cash and conduct banking. Court Clerk (3) Conducts all procedures pertaining to arraignments, sentencing, preliminary hearings, and case system entry and maintenance including Web-DVS (orders of protection). Responsible for communicating case/defendant information to multiple agencies including parole, Monroe County Jail, Family Court, and Public Defenders / DA’s Offices, and other police agencies. Clerks have specialized knowledge regarding case management, system maintenance, and agency communication which can only be conducted on site due to reliance of paper files and system access. Custodian Oversight of cleaning and cleanliness of all public facilities. Duties require in person physical manipulation of equipment and tools. Deputy Commissioner of Public Works Assists the Commissioner in overseeing department, capital project management, and many other tasks. Duties require in-person supervision and interaction. Deputy Fire Marshal Review of permit related applications, issuance of fire marshal permits and annual operation inspections Inspections and site visits will require the employee to report for duty Director of Community Development Establishes departmental priorities and organizes staff. Duties frequently require in-person supervision and interaction. Director of Personnel Establishes departmental priorities and organizes staff. Duties frequently require in-person supervision and interaction. Dispatchers Answers resident requests, prioritizes such requests, and relays to management team. Clerical and administrative duties for departmental functions Duties require in-person interaction with patrons and staff. Fire Marshal Review of permit related applications, issuance of fire marshal permits and annual operation inspections Inspections and site visits will require the employee to report for duty Labor Foreman Direct in field workforce and schedule maintenance work Duties require in-person interaction with patrons and staff. Librarian Provides customer service by looking up information, assisting the public with the use of computers, orders library materials, plans educational/cultural programs NYS requires at least one librarian to be present in the building during open hours. Librarians provide in-person customer service. Library Assistant Provides customer service by looking up information, assisting the public with the use of computers, assists library users at checkout desk, collects fine and fee revenue, prepares returned materials for re-shelving Library Assistants are the most versatile job title and are trained to work at all customer service points in the library. 6 of 11 Library Assistant (Circulation) Supervises circulation desk (checkout desk) staff, oversees collection of fine and fee revenue, produces schedules, trains new circulation staff. Job duties frequently require in-person interaction with both library staff and library users. Library Assistant (Processing) Prepares new library materials for circulation, repairs damaged library materials, provides customer service by looking up information, assisting the public with the use of computers The Library Assistant in charge of processing must physically handle library materials in order to prepare them for circulation. The volume of library materials involved makes it logistically impossible to complete this function from home. Library Clerk Assists library users at checkout desk, collects fine and fee revenue, prepares returned materials for re-shelving Almost all job duties performed by Clerks involves face-to-face interaction with the public in a customer service capacity, or the physically handling of recently returned library materials. Library Director Oversees all operations of library, performs job duties of Librarian and Library Assistant Job duties frequently require in-person supervision and customer service interactions. Library Page Re-shelves library materials All job duties involve physically handling library materials. Light Laborer Cleaning of public facilities. Duties require in person physical manipulation of equipment and tools. Maintenance Mechanics 1 and 2 Maintenance and repair of various tools, equipment, and assets. Duties require in person physical manipulation of equipment and tools. MEO Operation of equipment in support of maintenance of construction projects Duties require in person physical manipulation of equipment and tools. Office Clerk III (Justice Court) Answers all incoming phone calls and assists patrons at the Public Service window. Performing clerical duties in support of the Administrator and Court Clerks. While clerks and the Administrator can monitor the public service window on a limited basis, demands on those staff would become too great without an employee assigned to this “front counter” duties. This position is only essential if the Court remains open to the public. Police Clerical Support Staff Input reports and arrests generated by Law Enforcement Officers (LEO’s). Due to confidentiality of information, and in support of the public safety function, employees in this category must work on secured networks, and be readily available to assist LEO’s. Police Officer Law enforcement Emergency Responder. PT/ On Call Dog Officer On-call personal respond to loose dog or dangerous dog calls on evenings and weekends The nature the work requires the officer to report for duty Receiver of Taxes Collection and processing of property tax payments. Requires secure cash handling duties and use of proprietary software and. Recreation Director Main oversight of department operations and staff Duties often require in-person supervision and interaction Recreation Leader/Assistant Oversight of programming (planning and implementation) Hands on position that runs programs and works directly with instructors and participants Safety Officer Safety monitoring and compliance. Inspections and site visits will require employee to report for duty. Senior MEO Operation of equipment in support of maintenance of construction projects Duties require in person physical manipulation of equipment and tools. 7 of 11 Sr. Auto Mechanics and Mechanics Maintenance and repair of vehicles. Duties require in person physical manipulation of equipment and tools. Town Assessor Run Assessor’s Office & produce assessment roll Requires in office presence for both tasks. Physical files require access. Town Clerk Oversees department functions, legal filings, licensing, and permit issuance. Duties frequently require in-person supervision and interaction. Working Foreman Direction of crews in the field and operation of equipment in the field in support of maintenance and construction projects. Duties require in person physical manipulation of equipment and tools. It is important to note that Justice Court is a vital component of town government, with Justice Court functions budgeted and supported by the Town Board and Town Supervisor. However, we recognize that the New York State Office of Court Administration holds dominion over Justice Courts and, as such, may issue orders which suspend or alter the hours of operation or means by which Justice Courts operate; which may not fully align with this plan or other measures taken by the Town Board or Town Supervisor. As such, the Town Board and Town Supervisor will coordinate as necessary with Justice Court personnel to ensure safe and effective continuity of town Justice Court. Reducing Risk Through Remote Work and Staggered Shifts Through assigning certain staff to work remotely and by staggering work shifts, we can decrease crowding and density at work sites and on public transportation. Remote Work Protocols Non-essential employees and contractors able to accomplish their functions remotely will be enabled to do so at the greatest extent possible. Working remotely requires: 1. Identification of staff who will work remotely. 2. Approval and assignment of remote work. 3. Equipping staff for remote work, which may include: a. Internet capable laptop. b. Necessary peripherals. c. Access to VPN and/or secure network drives. d. Access to software and databases necessary to perform their duties. e. Forwarding telephone lines to off-site staff. Front-line supervisors and Department Heads are responsible, in consultation with the IT Department, for determining technology needs for each non-essential worker. Procurement of requisite equipment will follow normal purchasing procedures and approvals, unless a State of Emergency is declared. As possible, ‘essential’ staff may be assigned to work remotely for part of their work week to reduce exposures. Further, business hours and locations of Town government may be altered to best accommodate public health protective actions for employees and the public. Alterations to building access and the means by which the public interacts with Town employees may also take place to support these protections. Protective actions may include, but are not limited to occupancy restrictions, protective barriers, and increased conduct of business by internet, phone, or other means. Protective actions will be taken in accordance with Monroe County and New York State Health Departments, and CDC guidelines and requirements. 8 of 11 Staggered Shifts Implementing staggered shifts may be possible for personnel performing duties which are necessary to be performed on-site but perhaps less sensitive to being accomplished only within core business hours. As possible, management will identify opportunities for staff to work outside core business hours as a strategy of limiting exposure. Regardless of changes in start and end times of shifts, Town of Irondequoit will ensure that employees are provided with their typical or contracted minimum work hours per week. Staggering shifts requires: 1. Identification of positions for which work hours will be staggered. 2. Approval and assignment of changed work hours. Department heads will exercise their discretion while abiding by contractual obligations to determine when staggered shifts and/or staggered start and end times are appropriate and effective in limiting exposure. Personal Protective Equipment The use of personal protective equipment (PPE) to reduce the spread of infectious disease is important to supporting the health and safety of our employees and contractors. PPE which may be needed can include: • Masks • Face Shields • Gloves • Disposable gowns and aprons Note that while cleaning supplies are not PPE, there is a related need for cleaning supplies used to sanitize surfaces, as well as hand soap and hand sanitizer. The Coronavirus pandemic demonstrated that supply chains were not able to keep up with increased demand for these products early in the pandemic. As such, we are including these supplies in this section as they are pertinent to protecting the health and safety of our employees and contractors. Protocols for providing PPE include the following: 1. Identification of need for PPE based upon job duties and work location on a departmental level. 2. Procurement of PPE. a. As specified in the amended law, public employers must be able to provide at least two pieces of each required type of PPE to each essential employee and contractor during any given work shift for at least six months. b. A list of established suppliers will be maintained by the Commissioner of Public Works, or their designee. 3. Storage of, access to, and monitoring of PPE stock a. PPE must be stored in a manner which will prevent degradation b. Employees and contractors will have immediate access to a 60-day supply of PPE in the event of an emergency, with an additional 4-month supply readily available c. The supply of PPE will be monitored by the Commissioner of Public Works, or their designee, to ensure integrity and to track usage rates 9 of 11 Staff Exposures, Cleaning, and Disinfection Staff Exposures Staff exposures are organized under several categories based upon the type of exposure and presence of symptoms. Following CDC guidelines, we have established the following protocols. These protocols may be superseded state, county or federal public health guidelines established: A. If employees or contractors are exposed to a known case of communicable disease that is the subject of the public health emergency (defined as a ‘close contact’ with someone who is confirmed infected, which is a prolonged presence within six feet with that person): a. Potentially exposed employees or contractors who do not have symptoms should remain at home or in a comparable setting and practice social distancing for the lesser of 14 days or other current CDC/public health guidance for the communicable disease in question. i. As possible, these employees will be permitted to work remotely during this period if they are not ill. ii. The Director of Personnel must be notified and will ensure these protocols are followed. iii. See the section titled Documentation of Work Hours and Locations for additional information on contact tracing. b. CDC guidelines for COVID-19 provide that critical essential employees may be permitted to continue work following potential exposure, provided they remain symptom-free and additional precautions are taken to protect them, other employees and contractors, and our constituency/public. i. Additional precautions will include the requirement of the subject employee or contractor, as well as others working in their proximity, to wear appropriate PPE at all times to limit the potential of transmission. ii. In-person interactions with the subject employee or contractor will be limited as much as possible. iii. Work areas in which the subject employee or contractor are present will be disinfected according to current CDC/public health protocol at least every hour, as practical. See the section on Cleaning and Disinfection for additional information on that subject. iv. If at any time they exhibit symptoms, refer to item B below. v. The Director of Personnel is the decision-maker in these circumstances and is responsible for ensuring these protocols are followed. B. If an employee or contractor exhibits symptoms of the communicable disease that is the subject of the public health emergency: a. Employees and contractors who exhibit symptoms in the workplace should be immediately separated from other employees, customers, and visitors. They should immediately be sent home with a recommendation to contact their physician. b. Employees and contractors who exhibit symptoms outside of work should notify their supervisor and stay home, with a recommendation to contact their physician. c. Employees should not return to work until they have met the criteria to discontinue home isolation per CDC/public health guidance and have consulted with a healthcare provider. d. Town of Irondequoit will not require sick employees to provide a negative test result for the disease in question or healthcare provider’s note to validate their illness, qualify for sick leave, or return to work; unless there is a recommendation from the CDC/public health officials to do so. 10 of 11 e. CDC criteria for COVID-19 provides that persons exhibiting symptoms may return to work if at least 24 hours have passed since the last instance of fever without the use of fever-reducing medications. If the disease in question is other than COVID-19, CDC and other public guidance shall be referenced. f. The Director of Personnel must be informed in these circumstances and is responsible for ensuring these protocols are followed. C. If an employee or contractor has tested positive for the communicable disease that is the subject of the public health emergency: a. Apply the steps identified in item B, above, as applicable. b. Areas occupied for prolonged periods of time by the subject employee or contractor will be closed off. i. CDC guidance for COVID-19 indicates that a period of 24 hours is ideally given before cleaning, disinfecting, and reoccupation of those spaces will take place. If this time period is not possible, a period of as long as possible will be given. CDC/public health guidance for the disease in question will be followed. ii. Any common areas entered, surfaces touched, or equipment used shall be cleaned and disinfected immediately. iii. See the section on Cleaning and Disinfection for additional information on that subject. c. Identification of potential employee and contractor exposures will be conducted i. If an employee or contractor is confirmed to have the disease in question, the Director of Personnel or their designee should inform all contacts of their possible exposure. Confidentiality shall be maintained as required by law. ii. Apply the steps identified in item A, above, as applicable, for all potentially exposed personnel. D. The Director of Personnel must be notified in these circumstances and is responsible for ensuring these protocols are followed. E. Should the Federal, State or County government(s) establish contract tracing procedures and/or mandatory quarantine guidelines similar to those utilized during the COVID-19 pandemic, the Town shall determine if the internal guidelines established above are consistent with any such Federal, State or County guidelines. We recognize there may be nuances or complexities associated with potential exposures, close contacts, symptomatic persons, and those testing positive. We will follow CDC/public health recommendations and requirements and coordinate with our local public health office for additional guidance and support as needed. Cleaning and Disinfecting CDC/public health guidelines will be followed for cleaning and disinfection of surfaces/areas. Present guidance for routine cleaning during a public health emergency includes: 1. As possible, employees and contractors will clean their own workspaces in the beginning, middle, and end of their shifts, at a minimum. a. High traffic/high touch areas and areas which are accessible to the public/constituents will be disinfected at least hourly. b. The Building Manager is responsible for ensuring cleaning of common areas, and the frequency of such. 2. Staff tasked with cleaning and disinfecting areas will be issued and required to wear PPE appropriate to the task. 11 of 11 3. Soiled surfaces will be cleaned with soap and water before being disinfected. 4. Surfaces will be disinfected with products that meet EPA criteria for use against the virus in question and which are appropriate for that surface. 5. Staff will follow instructions of cleaning products to ensure safe and effective use of the products. Employee and Contractor Leave Public health emergencies are extenuating and unanticipated circumstances in which Town of Irondequoit is committed to reducing the burden on our employees and contractors. All existing leave policies remain in full force and effect as well as any additional provisions which may be enacted based upon need and the guidance and requirements in place by federal and state employment laws, FMLA, executive orders, and other potential sources. Contractors, either independent or affiliated with a contracted firm, are not classified as employees of Town of Irondequoit, and as such are not provided with paid leave time by the Town, unless required by law. Documentation of Work Hours and Locations In a public health emergency, it may be necessary to document work hours and locations of each employee and contractor to support contact tracing efforts. Identification of locations shall include on- site work and off-site visits. This information may be used by Town of Irondequoit to support contact tracing within the organization and may be shared with local public health officials. This protocol will be managed via existing timekeeping policies and procedures for employees. Contractors are required to sign in and out of each facility. Housing for Essential Employees There are circumstances within a public health emergency when it may be prudent to have essential employees lodged in such a manner which will help prevent the spread of the subject communicable disease to protect these employees from potential exposures, thus helping to ensure their health and safety and the continuity of Town of Irondequoit’s essential operations. If such a need arises, hotel rooms are expected to be the most viable option. If hotel rooms are for some reason deemed not practical or ideal, or if there are no hotel rooms available, Town of Irondequoit will coordinate with the Monroe County Office of Emergency Management to help identify and arrange for these housing needs. The Commissioner of Public Works is responsible for coordinating this effort. Resolution No. 2021- __________ EXTRACT OF MINUTES OF A REGULAR MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER INTO AN AGREEMENT WITH CENTER FOR DISPUTE SETTLEMENT TO PROVIDE INCLUSION AWARENESS TRAINING FOR ALL TOWN EMPLOYEES 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 March 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, diversity and inclusion are core values at the Town of Irondequoit; and WHEREAS, all employees will be required to attend an inclusion awareness training in order to ensure that Irondequoit is a community where each individual is respected and valued; and WHEREAS, by participating in this instruction we can begin to take steps to examine how our conscious and unconscious biases impact our interactions with coworkers and the community we serve; and WHEREAS, the Town issued a Request for Proposals for the trainings in accordance with Town Code Section 51-10; and WHEREAS, all respondents to the Town’s Request for Proposals were interviewed and evaluated with the Center for Dispute Settlement being selected as the best proposal. WHEREAS, funding in the amount of $21,000 shall be transferred from general fund balance to Human Resources Training line item 001.1430.4100 for this expense NOW, THEREFORE BE IT RESOLVED, that the Town Board accepts the proposal of the Center for Dispute Settlement and authorizes the Supervisor to enter into an agreement with the Center for Dispute Settlement to provide training at a cost not to exceed $21,000. 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 Romeo voting _______ Town Board Member Freeman voting _______ Town Supervisor Seeley voting _______ 9715063_1 EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION CALLING FOR A PUBLIC HEARING CONCERNING THE ADOPTION OF A LOCAL LAW RELATING TO THE REGULATION OF THE IRONDEQUOIT CEMETERY 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 March, 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 a regular meeting of the Town Board, Town Board Member ___________ introduced a proposed local law relating to the regulation of the Irondequoit Cemetery, and the proposed local law is attached hereto as Exhibit A; and WHEREAS, the Town of Irondequoit (“Town”) owns and operates the Irondequoit Cemetery, a cemetery consisting of a mausoleum and traditional grave sites which offers an atmosphere of dignity and comfort to the families and friends of the deceased; and WHEREAS, the Town wishes to establish a set of comprehensive regulations to govern the Irondequoit Cemetery to replace the current Irondequoit Cemetery regulations, in the form described in the proposed local law; and WHEREAS, pursuant to Municipal Home Rule Law § 20(5) no local law shall be passed by the Town Board until a public hearing is held; and WHEREAS, the Town Board hereby determines that the action contemplated for public hearing, namely the adoption of regulations for the Irondequoit Cemetery, constitutes a Type II Action pursuant to the State Environmental Quality Review Act and accompanying regulations, 6 N.Y.C.R.R. 617.5(c)(26), (33), (37), and therefore no further environmental review is required. NOW, THEREFORE, BE IT RESOLVED, that the Town Board hereby schedules a public hearing on this matter on April 20, 2021 at 7:35 p.m. 9715063_1 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 _______ 9715063_1 EXHIBIT A (PROPOSED LOCAL LAW) 1 9723984_3 LOCAL LAW NO. ____ OF 2021 TO ESTABLISH REGULATIONS FOR THE IRONDEQUOIT CEMETERY Be it enacted by the Town Board of the Town of Irondequoit as follows: Section 1. Amendment of Irondequoit Town Code. The Town Code of the Irondequoit Town of Irondequoit is hereby amended by adding the following Chapter 107, Cemeteries: Chapter 107: Cemeteries § 107-1 Purpose. It is the purpose of this chapter to regulate the Irondequoit Cemetery. § 107-2 Definitions. As used in this chapter, the following terms shall have the meanings indicated: CEMETERY PROPERTY A Lot, Niche, crypt, plot or part thereof in the Irondequoit Cemetery used for burial purposes. CREMAINS Ashes or other residue recovered after the completion of the cremation of remains. GRAVE A Lot in which human remains have been interred. INTERMENT The disposition of human remains by inurnment, entombment or ground burial. LETTER OF TRANSFER Letter transferring burial rights and/or bury over rights in Cemetery Property to a person(s) other than the Owner. LOT A parcel of land within the Irondequoit Cemetery which entitles the Owner thereof to a burial place only, subject to the provisions of this Chapter and all applicable laws and regulations. MONUMENT An upright memorial, including large structures like obelisks, usually made from granite. NICHE 2 9723984_3 A space within a columbarium or mausoleum used or intended to be used for the interment of Cremains of a deceased person. OWNER The person or persons having purchased rights to the use Cemetery Property in the Irondequoit Cemetery. TOWN The Town of Irondequoit URN A receptacle designed to contain human Cremains. § 107-3 General. A. In addition to the regulations herein, the Irondequoit Cemetery shall be governed by the applicable laws of the State of New York and in furtherance of Article 17 of the New York State Town Law. B. The Commissioner of Public Works or his or her designee, or other such person as may be appointed by the Town Board, shall act as Cemetery Commissioner, to oversee all matters related to the control, care, management and maintenance of the Town Cemeteries. C. The Town shall have the right to lay, maintain, operate, or alter infrastructure and/or use any property within the Irondequoit Cemetery that has not been sold an Owner in furtherance of cemetery purposes. D. Town Cemeteries and all Lots sold in accordance with the provisions of the laws of New York State shall not be used for any other purpose than a burial place for dead human beings. § 107-4 Cemetery Commissioner and Maintenance Responsibilities of the Town. A. Cemetery Commissioner. a. The Cemetery Commissioner or his or her designee shall act as the caretaker of the Irondequoit Cemetery. b. The Cemetery Commissioner shall report any acts of vandalism or encroachments to the Town Board. c. The Cemetery Commissioner or his or her designee shall supervise, and in his or her reasonable discretion may approve or deny, any improvement or embellishments made to any Lot or Cemetery Property. d. The Cemetery Commissioner or his or her designee reserves the right to authorize and cause the following: i. Removal of flowers, wreaths, or other decorations from Lots as soon as they become unsightly; 3 9723984_3 ii. Remove any existing tree or shrub that covers any stone marker or any upkeep growth that is not maintained; iii. To prune, remove, or transplant any existing tree, shrub, or planting as deemed necessary or appropriate by the Cemetery Commissioner or his or her designee. e. The Cemetery Commissioner, or his or her designee, is authorized in his or her reasonable discretion to resolve all ambiguities or inconsistencies of this Chapter, and to approve or deny in his or her reasonable discretion any application not contemplated in this Chapter. B. Removal of Grass. The Cemetery Commissioner shall provide for the removal of grass and weeds from Cemetery Property as frequently as is required by Article 17 of the New York Town Law. C. Fences. The Cemetery Commissioner shall cause suitable fences to be erected and maintained around the Irondequoit Cemetery. D. The charges associated with the duties established in this Section 107-4(B) and (C) shall be Town charges, and the charges associated with maintenance of individual Lots shall be assessed as Fees against the Lot Owner. § 107-5 Purchase and Sale of Cemetery Property and Lots A. The price for use of burial Lots and all interment spaces shall be fixed as set forth herein and no person shall take possession of such Lot or interment space, nor make any improvements or encroachments thereon until the price of such Lot or interment space has been paid for in full. B. Cemetery Property or parts thereof shall be indivisible absent the prior written consent of the Owner and the Cemetery Commissioner and shall be subject to approval by the Town Board. C. A deceased person shall have the right of interment in any Cemetery Property of which he or she was the Owner or co-Owner at the time of his or her death. The remains of a spouse, parent, or child of an Owner or co-Owner of Cemetery Property may be interred therein with the consent of the Owner or a majority of the co-Owners. § 107-6 Burial Rights and Restrictions; Use of Cemetery Property. A. General Burial Rights and Restrictions. a. No interment shall be allowed without a State approved burial permit. b. The remains of only one person shall be allowed in a single Lot, except for spaces specifically intended for multiple burials and so designated by the Town Board. c. Concrete vaults or Interment liners shall be required for all casket interments in Interments located in the Irondequoit Cemetery. d. The interment of cremated remains will be permitted only in appropriate rigid receptacles such as metal, plastic, or concrete. e. No grave shall be permitted to have more than three interments. B. Owners shall conform to the overall aesthetic of the Irondequoit Cemetery grounds, which is intended to provide an atmosphere of dignity, tranquility, and somber repose. This includes, but is not limited to the following: 4 9723984_3 a. Monuments must be made of granite or similar color stone. b. An Owner of a Lot may decorate within the width of the headstone or Interment marking plus one foot in the front thereof. The remainder of the Lot must consist of grass covering. c. The Cemetery Commissioner is authorized to deny, in his or her reasonable discretion, any improvement or embellishment that disrupts the dignity, tranquility, and somber atmosphere of the Irondequoit Cemetery, including but not limited to permanent improvements with bright and unmuted use of the colors orange, yellow, green, and blue. For the sake of clarity, this provision shall not bar the use of temporary flags, flowers, and similar embellishments. C. All foundations, headstones, plantings, plaques and Interment markers, and placement thereof, and other work shall be constructed as approved and directed by the Cemetery Commissioner. D. All Interment openings and closings, burials and removals shall be at all times subject to the approval of the Cemetery Commissioner in accordance with local, New York State and federal laws. E. Interments shall be dug only by the Caretaker, the Cemetery Commissioner, his or her designee, or persons acting under the direction of such person. F. Ownership interest. a. An Owner of Cemetery Property shall have the right of interment and to the right to place appropriate interment space markings, subject to the rules and conditions established by this Chapter and applicable laws. In addition, Lot Owners shall have the right to erect private mausoleum, columbarium, or Monuments, subject to the rules and conditions established by this Chapter and applicable laws. b. Ownership of Cemetery Property shall not mean ownership of fee, meaning Owners shall not own the land or an interest in the land. G. Removals. a. Removal of remains from an Interment, crypt, Niche or other interment space may only be made after meeting the following conditions: i. The written consent of the Owner(s) and of the surviving spouse, parents, and children of the deceased over 21 years of age must be obtained. ii. Written approval from the Cemetery Commissioner or his or her designee. iii. Payment of all applicable fees. b. Notwithstanding any provision herein, an order of a court of competent jurisdiction requiring the exhumation, disentombment or disinterment shall be sufficient to permit removal. H. Cremains and Right of Bury Over. a. A Cremains vault or marble Urn is required for burial of Cremains. b. Bury Over. i. All interment of Cremains over or alongside a previous interment (“bury over”) must be approved by the Cemetery Commissioner or his or her designee. ii. The Interment location requested for bury over must be identified to the Cemetery Commissioner. 5 9723984_3 iii. An applicant for a bury over must have a Letter of Transfer signed and notarized by the Owner of Cemetery Property or the surviving next of kin of the Owner of Cemetery Property if the Owner is deceased. iv. Only two Cremains are allowed per existing Interment for bury over. § 107-7 Fees. All Irondequoit Cemetery fees shall be established and may be amended from time to time by resolution of the Town Board. Section 2. Severability. The invalidity or unenforceability of any section, subsection, paragraph, sentence, clause, provision, or phrase of the aforementioned sections, as declared by the valid judgment of any court of competent jurisdiction to be unconstitutional, shall not affect the validity or enforceability of any other section, subsection, paragraph, sentence, clause, provision, or phrase, which shall remain in full force and effect. Section 3. Effective Date. This Local Law shall be effective immediately upon filing with the Secretary of State. Resolution No. 2021 - ________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER INTO AN AGREEMENT WITH IRONDEQUOIT ATHLETIC ASSOCIATION FOR FIELD USE AT 117 KINGS HIGHWAY NORTH 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 March, 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 and the Irondequoit Athletic Association desire to promote the positive development, emotional and physical enrichment of the youth of the Irondequoit community by supporting and providing quality facilities for baseball and softball within the Town of Irondequoit; and WHEREAS, to fulfill this desire the Town constructed recreational baseball and softball fields at 117 Kings Highway North; and WHEREAS, the Town and Irondequoit Athletic Association desire to enter into an agreement for field use and maintenance of the baseball and softball fields located at 117 Kings Highway North for a three-year year period from January 1, 2021 through December 31, 2023, with up to one additional two year term; and NOW THEREFORE BE IT RESOLVED, that the Town Board authorizes the Supervisor to enter into an agreement with the Irondequoit Athletic Association for field use and maintenance at 117 Kings Highway North in substantially similar form as the agreement attached hereto as Exhibit A, and with a retroactive effective date beginning January 1, 2021. 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 _______ Exhibit “A” 1 AGREEMENT FOR USE OF FIELDS THIS AGREEMENT, effective January 1, 2021 (the “Agreement”) by and between the Town of Irondequoit, a New York municipal corporation having offices at 1280 Titus Avenue, Rochester, New York (the “Town”) and Irondequoit Athletic Association, Inc., a New York 501( c )(3)non profit corporation (“IAA”). WHEREAS, the Town and IAA desire to promote the positive development, emotional and physical enrichment of the youth of the Irondequoit Community by supporting and providing quality facilities for baseball and softball within the Town of Irondequoit. NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and IAA agree as follows: 1. RIGHT OF FIRST REFUSAL. The Town hereby permits IAA a right of first refusal for scheduling use of the baseball and softball fields at the Town of Irondequoit Ballpark Complex located at 117 King Highway North (“the fields”) during the IAA season pursuant to the terms herein On or before March 1st each year this Agreement is in effect, IAA shall provide to the Commissioner of Public Works an intended schedule of game and practice use for the upcoming season, specifying dates, days, times, and field assignments (the “IAA Schedule”). The Commissioner of Public Works or his/her designee shall then work with the IAA Town Liaison to develop and coordinate schedules for use of the Fields to accommodate the IAA Schedule before any other reservations are taken for the Fields from non-ISS users for use during the IAA Season. 2. NON-EXCLUSIVE USE. Use of the Fields by IAA is not exclusive and the Town reserves the right to use the fields or permit their use by others including, but not limited to, at all times not otherwise reserved by IAA. Any play-off games, extended-season games, tournaments, and/or any other games not included in the IAA Schedule agreed to by IAA and the Commissioner of Public Works at the beginning of the IAA season will be scheduled on a first- come, first-serve basis based on the availability of the Fields. 3. TERM. The term of this agreement shall commence on January 1, 2021, 2021 and terminate on December 31, 2023 unless earlier terminated as hereinafter provided. Notwithstanding the foregoing, this Agreement may be terminated by either party upon thirty (30) days written notice to the other party. This agreement may be renewed for one (1) additional three (3) year term, upon approval by IAA and the Town Board of the Town of Irondequoit. 4. IAA RESPONSIBILITIES. IAA shall be responsible for the following items during the term of this Agreement and any extension(s) therefor: (1) capital improvement projects, in accordance with Section 7, below; (2) maintenance and upkeep of the fields; (3) maintenance and upkeep of the concession stand; (4) basic repairs and upkeep of fencing, backstops and dugouts on the Fields; (4) fertilizing and weed control of the Fields, subject to the approval of treatment and application schedule from the Town of Irondequoit; (5) general pick-up of the area around the Fields and removing trash on the weekends; and (6) drag the infields each weekend that IAA is using the Fields with a drag provided by IAA. 2 5. TOWN RESPONSIBILITES. The Town shall be responsible for the following items during the term of this Agreement and any extension(s) thereof: (1) mowing the grass around the Fields, as needed; (2) grooming the Fields, as needed; (3) maintaining the parking lots and driveway; (4) cleaning the restrooms; (5) maintaining the bleachers; (6) assisting IAA in making the Fields ready for play at the beginning of the season; and (7) paying for gas, electric, and water service for the Fields. 6. CONCESSION STAND. IAA may use the concession stand facility to sell concessions, at IAA’s sole cost and expense, any time IAA is using the Fields for an IAA game. IAA is solely responsible for providing any equipment, products, and materials and/or obtaining and complying with any permits required to sell concessions. IAA hereby acknowledges that other groups and/or the Town may use the Fields and the concession stand at any time outside of the IAA Schedule and that the Town is not responsible for any IAA equipment, products, or materials in the concession stand during or between IAA games. The Town hereby acknowledges that it is not entitled to any money generated by IAA in selling concessions at IAA games. 7. CAPITAL IMPROVEMENTS. IAA shall submit a list of proposed capital improvement projects to the Town by April 1st of each year this Agreement is in effect outlining the projects IAA will undertake during the calendar year, at its sole cost and expense, to address short and long term needs at the Fields. These projects are subject to review and approval by the Town Supervisor and the Commissioner of Public Works and must have a total value of $5,000.00 per year during the term and any extension thereof. All capital improvement projects approved for each calendar year shall be completed by December 31st of that calendar year, unless otherwise approved by IAA, the Town Supervisor, and the Commissioner of Public Works. Any capital improvement made at the Fields by IAA shall become the property of the Town upon completion of said capital improvement. The parties hereby agree that major repairs or other major infrastructure improvements, including by not limited to the replacement of fences, dugouts, and backstops, will be considered to be capital improvement items. 8. INDEMNIFICATION. IAA agrees to protect, indemnify and hold the Town harmless from any and all claims for damages of any nature whatsoever for injury arising from or in an way arising from or related to the use of the Town’s buildings, grounds, Fields, or other facilities by IAA, any of IAA’s players, parents, guests, agents, employees or invitees, or by the public during IAA’s use. IAA agrees it will carry at all times liability insurance naming the Town as an additional insured, and applying to all uses by IAA under this agreement in minimum amounts of $2,000,000 for each occurrence of bodily injury and property damage, which insurance will be in a form approved by the Town. IAA shall file an insurance certificate evidencing sufficient coverage with the Town each year. 3 9. NOTICES. All notices, demands, requests, consents or approvals (collectively, “Notice”) which may or are required to be given by either party to the other shall be in writing and delivered by registered or certified mail or by a national courier service. A Notice shall be deemed given if delivered by registered or certified mail, return receipt requested, on the fifth business day following such mailing, or , if delivered by a national courier service, on the next business day following such mailing. Any such Notice shall be mailed or delivered to the following: To the Town: Town of Irondequoit 2629 East Ridge Rd Rochester, NY 14622 Attn: Commissioner of Public Works To IAA: Irondequoit Athletic Association, Inc. c/o Matt Gordon, 318 Oaklawn Dr Rochester, NY 14617 The parties may by written notice to the other designate a different person or entity to receive notices hereunder and/or a different address or addresses. 10. COMPLIANCE WITH LAWS. IAA agrees to abide by all federal, state, and local laws, including but not limited to the regulations set forth in the Town of Irondequoit Code. IAA will provide written reports of all incidents and accidents to the Town’s Commissioner of Public Works within 24 hours after the incident or accident. Prior to the commencement of the season, IAA shall submit to the Town their written guidelines and procedures for accepting and enforcing appropriate codes of conduct (as set forth by the National Alliance for Youth Sports or equivalent) exhibited by any participant, guest, agent, employee, or invitee of the organization while on Town properties, as well as procedure for subsequent follow-up. 11. NO ASSIGNMENT. IAA may not assign its interest in this Agreement without the Town’s written consent, which may be granted or denied in the Town’s sole discretion. 12. MISCELLANEOUS. The captions of this Lease are for convenience and reference only and in no way define, limit or describe the scope or intent of this Lease, nor in any way affect this Lease. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement. 4 IN WITNESS WHEREOF, the Town and IAA have respectively signed this Agreement effective January 1, 2021. Irondequoit Athletic Association, Inc. Town of Irondequoit ________________________________ ____________________________ Signature Signature ________________________________ ____________________________ Title Title ________________________________ ____________________________ Date Date STATE OF NEW YORK ) (COUNTY OF MONROE ) ss On the ____ day of _________, in the year _____ before me, the undersigned, a Notary Public in and for said State, personally appeared ________________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his capacity, and that by his/hers signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. ______________________________________________ Notary Public STATE OF NEW YORK ) (COUNTY OF MONROE ) ss On the ____ day of _________, in the year _____ before me, the undersigned, a Notary Public in and for said State, personally appeared ________________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his capacity, and that by his/hers signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. ______________________________________________ Notary Public 9731117_1 Resolution No. 2021 - EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE SUPERVISOR TO EXECUTE A MEMORANDUM OF AGREEMENT WITH THE CSEA SUPERVISORY UNIT # 7414-03 LABOR UNION 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 March, 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 current CSEA Supervisory Unit #7414-03 has some current members that live within the Town of Irondequoit as well as some members that live outside of the Town of Irondequoit; and WHEREAS, the Supervisor would like to clarify residency requirements for future Supervisory Unit employees; and WHEREAS, current Supervisory Unit #7414-03 Members who live in the Town of Irondequoit shall continue to live within the Town and all current Supervisory Unit #7414-03 Members who do not currently reside within the Town may continue to reside outside of the Town; and WHEREAS, future Supervisory Unit #7414-03 employees who do not reside within the limits of the Town of Irondequoit must live within a two-mile radius of the Town until completion of the mandatory six-month probationary period, and then move to the Town of Irondequoit within a six-month time frame following completion of the probationary period. Said Supervisory Unit #7414-03. Proof of residency will be required. NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes the Supervisor to execute a Memorandum of Agreement with the CSEA Supervisory Unit #7414-03 regarding Town of Irondequoit residency requirements in substantially the form annexed hereto. 9731117_1 AND BE IT FURTHER RESOLVED, that the Town Board authorizes the Town Supervisor to execute any and all documents related to the Memorandum of Agreement. 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 __________________ 9735443_1 Memorandum of Agreement Between Town of Irondequoit And CSEA, Local 1000, AFSCME, AFL-CIO Supervisory Unit #7414-03 Whereas, the Town of Irondequoit and the CSEA Supervisory Unit, Local 1000, Unit 7414-03 are currently under a collective bargaining agreement until December 31, 2021. Whereas, The Town and the Supervisory Unit hereby agreed between the parties that Article XVII-Residency Requirements be rewritten to reflect the following language: Current Supervisory Unit Members who live in the Town of Irondequoit (Albert, Champion & Lobene) shall continue to live within the Town and all current Supervisory Unit Members who do not reside within the Town (Neumann & Yount) may continue to reside outside of the Town. Future Supervisory Unit employees who do not reside within the limits of the Town of Irondequoit must live within a two-mile radius of the Town of Irondequoit while they complete their probationary period. After completing their probationary period, such employees must move to the Town of Irondequoit within a six-month time frame. Proof of residency is required; with residency defined by the laws of the State of New York. The above amendment shall supersede and replace the existing language within Article XVII in the current negotiated contract and further this verbiage shall be included and adopted in the next contract between the parties. _______________________________________________ __________________ Town Supervisor Date _______________________________________________ __________________ Commissioner of Public Works Date _______________________________________________ __________________ CSEA Labor Relations Specialist Date _______________________________________________ __________________ President CSEA Local 1000, Supervisory Unit 7414-03 Date Resolution No. 2021-________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER INTO A CONTRACT FOR SENIOR GOLF LEAGUES FOR SPRING/SUMMER 2021 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 March 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 desires to contract with a golf course to provide tee time for the Senior Men’s and Ladies Golf Leagues in 2021; and WHEREAS, Pursuant to Town Code Section 51-7, the Town of Irondequoit sought and obtained three written quotes for a 9-hole golf course within 15 miles of participants that would accept two Town run leagues; and WHEREAS, Lake Shore Country Club was the lowest quote received fitting the parameters needed for the leagues; and WHEREAS, these programs are paid for with fees received from participants and are appropriated for this purpose in account 001.6772.4120.0000.6775; and WHEREAS, the Town of Irondequoit seeks to contract for Senior recreational programming services with the Lake Shore Country Club pursuant to Addendum A, which is attached hereto and made a part hereof. NOW, THEREFORE, BE IT RESOLVED, that the Town Board authorizes the Supervisor to enter into contracts with Lake Shore Country Club in Addendum A in such form as approved by the Attorney for the Town. 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 __________ 3 QUOTE RECORDING SHEET DATE: 3/1/21 PAGE: 1 OF 1 DEPARTMENT: Irondequoit Recreation PROJECT: DATE REQUIRED: Golf League 9-Hole Golf League 440 Salt Rd, Webster, NY 14580 Rush Scottsville Rd, Rush, NY, 14543 PHONE/FAX: PHONE/FAX:585-265-1920 ext.1 PHONE/FAX: 585-533-2440 QTY PRICE TOTAL UNIT TOTAL UNIT TOTAL ITEM/DESCRIPTION PER PRICE PRICE PRICE PRICE PRICE Golf for 1-player for 9-Hole League 20 Men's League $10.00 $200.00 Men's League $18.00 $360.00 Men's League $12.00 $240.00 16 Women's League $10.00 $160.00 Women's League $18.00 $288.00 Women's League $10.00 $160.00 TOTAL $360.00 $648.00 $400.00 Southern Meadows Greenleaf Rd, 146 Shore Acres Webster Golf Course 3/3/20214:15 PM 3 quote recording sheet-Golf 1 3850 E. Henrietta Rd, Henrietta, 14467 128 Cedars Ave, Churchville, NY 14428 PHONE/FAX:PHONE/FAX: 585-889-4110 PHONE/FAX: QTY PART UNIT TOTAL PART UNIT TOTAL PART UNIT TOTAL ITEM/DESCRIPTION NUMBER PRICE PRICE NUMBER PRICE PRICE NUMBER PRICE PRICE Golf for 1 player for 9-Hole League 20 CLOSED Men's League $15.50 $310.00 16 Women's League $15.50 $248.00 Additional Charge if Applicable TOTAL $0.00 $558.00 $0.00 REQUESTED BY: PURCHASE ORDER NO.:CHARGE TO ACCOUNT NO.: Executive South Family Golf Center Mill Creek Golf Club COMMENTS: 3/3/20214:15 PM 3 quote recording sheet-Golf 2 Dudley Hart, P.G.A. 7 o u r Partner Chuck Hart 117,ruaging Partner Dawn Hart Gcnoni Alan x(e,• November 13, 2020 Dear League Official, LAKE SHORE 1165 Greenleaf (toad Rochester, NY 14612 Tel: (585) 663-9100 I'as: (585) 663-2465 Golf Main: (585) 621-4833 Shore Acres: (585) 621-1030 Please find enclosed your contract and invoice for the 2021 Golf Season. Carefully check the blanks in numbers 1 and 2 on the contract. Return a signed copy of the contract, along with a league roster for our records by December 31. Should there be any changes in the contract, contact me in the Golf Shop at 663-9100 or by email at joshuaosborn@pga.com. The invoice included should be paid in full by April 15, 2021. Although our year has been altered with COVID, we would like to thank you for a great 2020. We would also like to give special recognition to Mike Denis, Brendan Beeke and the rest of the Grounds Crew for providing exceptional course conditions throughout the season despite the challenges they faced. Looking forward to another great year in 2021! Sincerely, Josh Osborn Head Golf Professional Owned am -I Operated by PG.A. GoffPi@essionals Today's Date: LAKE SH COUNTRY CL LI 13 1166 (ar ifileaf Kead d ko host@r, NY • 14613 (!10!) 663°9100 www,1ak@eher6aaa,ahre 2021 Shore Acres League Invoice ii/u/zo League Name: iii President: ad; -71 12.00(P.M.) X Starting Date: League Day: Starting Time: Weeks = $ /60 X { ` players= s/6/2/ g: 7 TOTAL DUE: $ ** Balance Must be Paid by April 15, 2021 ** ;71.24/0 League earl fete will be Increasing from 0100 in 2020 to $0,00 In 2021, Shore Acres Executive Course 2021 League Contract I, (We), the undersigned officer(s) of the Town of Irondequoit, on behalf of the Irondeouoit Senior Women's Golf League, understand and agree to the following terms for the 2021 golf season and affirm that I (we) have the authorization to act on behalf of the league. 1. Lake Shore Properties, Inc. agrees to reserve the 1st tee of Shore A es Executive Course for the League's players on 4),64-2'.es,54 y fs from e: 37 to ;e3() .M. for jf,, weeks beginning 5/6 , 2021 through E j , 021. rxo 2. Price per league player will be i; f 0.00 (A.M. / $12.00 (P.M.) x /6, weeks (16 week minimum) = $ I 'per player for the 2021 golf season. In as . Ntion to weekly use of the course, each league player is entitled to discounted green fees Monday -Friday after the league starts through the balance of the season. Please note there is a seven (7) minute allowance between groups teeing off There is no charge for substitution as long as they are playing for a paid member of the league during regular league play. pivesomes are not permitted on the course during league play. 3. Shore Acres pace of play: Golfers should not take more than 2 hours to play 9 holes. 4. The league treasurer or representative shall pay the league fees in full by April 15th, 2021. Payment must be made with one (1) check. Any league not paid in full will be denied playing privileges. 5. The league secretary or representative will be responsible for supplying Lake Shore Properties, Inc. with the names and emails of all its players. This list should accompany the return of the executed contract. If this is not possible we must receive the final list at least one month prior to the league start date. 6. Should there be any changes in League Officers, the new Officer(s) are obligated by the terms of this contract. 7. Changes or amendments to this contract must be approved by both the League Officer(s) and Lake Shore Properties, Inc. 8. League schedules shall be subject to Lake Shore's event schedule. In the event that the event schedule is amended after the league schedule is established and a league date is cancelled, the league shall have the option of rescheduling that date at any available weekday time or receiving a green fee coupon that is valid at any time. 9. Bringing beverages (soft or alcoholic) onto Lake Shore property is strictly prohibited. Each league member is entitled to purchase beverages at Shore Acres at a reduced price on the evening of the league. Town Supervisor (please print) Phone: We declare that this contract, once signed and dated by the respective parties, will be the only contract applicable to the Town of Irondequoit, on behalf of the Irondequoit Senior Women's Golf League for 2021 and shall replace any previous contracts. By (Town Supervisor) Date: The undersigned hereby commits Lake Shore Properties, Inc. to abide by the terms of this contract as stated above. ! By (Lake Shore) ,! �,.� � _ _Date;. / � If-7/gU LAKE SHRE COUNTRY CLUB 1166 Greenleaf Road 1 linehaelur4 NY • 14612 MI) 66.9100 www,lakeihd rs.scesai 2021 Shore Acres League Invoice Today's Date: League Name: President: /0.7/70 Starting Date: League Day: Starting Time: 5/7/ter Fry- $12.QQ(P.M.) X Week$ _ $ X Y2 Players = $ 4/00 TOTAL DUE: $ ** Balance Must be Paid by April 15, 2021 ** League cart tees will par Increasing from $0,00 In 2020 to $9,00 In 2021 Shore Acres Executive Course 2021 League Contract I, (We), the undersigned officer(s) of the Town of Irondequoit, on behalf of the Irondequoit Senior Men's Golf League, understand and agree to the following terms for the 2021 golf season and affirm that I (we) have the authorization to act on behalf of the league. 1. Lake Shore Properties, Inc. agrees to reserve the 1s` tee of Shore Acres Executive Course for the League's 3 players 09 er , h.y' from 3:22 to ' / 5 A. P.M. for ZcD weeks beginning 5/ 7 , 2021 through cj1► 7 , 2021. 2. Price per league player will be ',10.00 (A. . 1$12.00 (P.M.) x 26 weeks (16 week minimum) v $ per player for the 2021 golf season. n a dition to weekly use of the course, each league player is entitled to discounted green fees Monday -Friday after the league starts through the balance of the season. Please note there is a seven (7) minute allowance between groups teeing off. There is no charge for substitution as long as they are playing for a paid member of the league during regular league play. Fivesornes are not permitted on the course during league play. 3. Shore Acres pace of play: Golfers should not take more than 2 hours to play 9 holes. 4. The league treasurer or representative shall pay the league fees in full by April 15th, 2021. Payment must be made with one (1) check. Any league not paid in full will be denied playing privileges. 5. The league secretary or representative will be responsible for supplying Lake Shore Properties, Inc. with the names and emails of all its players. This list should accompany the return of the executed contract. If this is not possible we must receive the final list at least one month prior to the league start date. 6. Should there be any changes in League Officers, the new Officer(s) are obligated by the terms of this contract. 7. Changes or amendments to this contract must be approved by both the League Officer(s) and Lake Shore Properties, Inc. 8. League schedules shall be subject to Lake Shore's event schedule. In the event that the event schedule is amended after the league schedule is established and a league date is cancelled, the league shall have the option of rescheduling that date at any available weekday time or receiving a green fee coupon that is valid at any time. 9. Bringing beverages (soft or alcoholic) onto Lake Shore property is strictly prohibited. Each league member is entitled to purchase beverages at Shore Acres at a reduced price on the evening of the league. Town Supervisor (please print) Phone: We declare that this contract, once signed and dated by the respective parties, will be the only contract applicable to the Town of Irondequoit, on behalf of the Irondequoit Senior Men's Golf League for 2021 and shall replace any previous contracts. By (Town Supervisor) Date: The undersigned hereby commits Lake Shore Properties, Inc. to abide by the terms of this contract as stated above. By (Lake Shore) Date: ////1,—T�/', 9715681_1 Resolution No. 2021 - EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING BUDGET AMENDMENTS WITH RESPECT TO IRONDEQUOIT COMMUNITY CENTER 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 March, 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 is completing the building-out and preparing for the opening of the new and state-of-the Irondequoit Community Center (“ICC”) at the site of the former Irondequoit Mall; and WHEREAS, it is necessary to make budget amendments to transfer $343,843 from the General Fund balance to certain accounts to allow for the purchase of computers and monitors, information technology services, janitorial items, and recreation items; and 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. NOW, THEREFORE BE IT RESOLVED, that the Town Board hereby approves the transfer of $343,843 from the General Fund Balance to the following accounts: $141,980 to account 001.1681.2030 (IT Projects) for computers, monitors and phones $64,445 to account 001.1681.4120 (IT Projects) for information technology services $25,000 to account 001.1623.4521.7163 (Comm Ctr Maint) for janitorial items $103,430 to account 001.7140.4580.7163 (Rec) for recreation items $8,988 to account 001.1441.4410 (Bldg Dept) for third party site plan review This resolution shall take effect immediately upon its adoption. 9715681_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 __________________ 9725287_1 Resolution No. 2021-________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD AUTHORIZING THE SUPERVISOR TO EXECUTE THE SECOND AMENDMENT TO PROJECT SCHEDULE OF IRONDEQUOIT COMMUNITY CENTER 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 March 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, on January 30, 2019, the Town entered into a Lease Agreement (“Lease”) with 1733 Ridge Rd LLC to utilize space located at the former Irondequoit Mall for the purpose of constructing a community center (the “Irondequoit Community Center”); and WHEREAS, effective January 6, 2020, 1733 Ridge Rd LLC and the Town entered into a project schedule (“Project Schedule”) to delineate their responsibilities with respect to the costs and construction of the Irondequoit Community Center; and WHEREAS, 1733 Ridge Rd LLC conveyed its interest in the Lease and Project Schedule to Skyview Phase I LLC (“Skyview”), to serve as landlord thereunder; and WHEREAS, by the First Amendment to Project Schedule, dated June 22, 2020, Skyview and the Town agreed to the First Amendment to Project Schedule to, among other things, add a new section, Section 15, allocating among the parties certain unforeseen costs; and WHEREAS, the Town is nearing completion of construction of the Irondequoit Community Center; and WHEREAS, the Town and Skyview wish to amend the Project Schedule to allocate certain additional unforeseen costs that have arisen since the commencement of construction of the Irondequoit Community Center; and 9725287_1 WHEREAS, the Town and Skyview have negotiated a Second Amendment to Project Schedule, in the form annexed hereto as Exhibit A, and the Town Board determines that it is in the best interests of the Town to enter into such agreement. NOW, THEREFORE, BE IT RESOLVED, that the Supervisor is hereby authorized to execute the Second Amendment to Project Schedule, in substantially the form attached hereto as Exhibit A, and in final form as approved and negotiated by the Attorney for the Town, and is further authorized to execute any and all documents as required, including but not limited to change orders, in order to accomplish the work set forth in the Second Amendment to Project Schedule. 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 __________ 9725287_1 Exhibit A (Second Amendment to Project Schedule) 1 9723672_2 SECOND AMENDMENT TO PROJECT SCHEDULE THIS SECOND AMENDMENT TO PROJECT SCHEDULE (this “Second Amendment”) is made and entered into as of ____________, 2021 (the “Effective Date”) by and between Skyview Phase I LLC, a New York limited liability company with offices at 550 Latona Road, Building E, Suite 501, Rochester, New York 14626 (the “Landlord”) and the TOWN OF IRONDEQUOIT, a municipal corporation with offices at 1280 Titus Avenue, Rochester, New York 14617 (the “Tenant”). WHEREAS, 1733 Ridge Rd LLC (“Former Landlord”), a New York limited liability company, and Tenant entered into the Lease Agreement dated January 30, 2019 (the “Lease”) whereby Former Landlord leased to Tenant the Premises, as defined therein; and WHEREAS, pursuant to the Lease, Former Landlord and Tenant entered into the Project Schedule dated January 6, 2020 (the “Project Schedule”) whereby Former Landlord and Tenant delineated their responsibilities with respect to the costs and construction of improvements to the Premises; and WHEREAS, on December 27, 2019, Former Landlord conveyed its fee interest in the Premises to Landlord; and WHEREAS, by the Assignment and Assumption of Lease and Project Schedule, dated April 13, 2020 (the “Assignment”), Former Landlord assigned, transferred, and conveyed the Lease and Project Schedule to Landlord, together with all of Former Landlord’s right, title, and interest in and to the Lease and Project Schedule, with all of the rights, benefits and privileges of the Former Landlord thereunder; and WHEREAS, by the Assignment, Landlord undertook and assumed all responsibilities and obligations of Former Landlord under the Lease and Project Schedule; and WHEREAS, by the First Amendment to Project Schedule, dated June 22, 2020 (the “First Amendment”), the Landlord and Tenant amended the Project Schedule to, among other things, add a news section, Section 15 (“Section 15”), allocating among the parties certain unforeseen costs with respect to Landlord’s Work and Tenant’s Work; and WHEREAS, Landlord and Tenant desire to amend Section 15 to allocate among the parties certain additional unforeseen costs. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Section 15 of the Project Schedule is hereby amended to add a new paragraph, as follows: g. The parties agree to share the costs of installing 12 feet tall butt glazed glass windows (the “Butt Glazed Windows”) along the lower level common wall between the Premises and the Mall. The Tenant shall install the Butt Glazed Windows at its initial cost and expense, anticipated to be $286,710.05 and in no event to exceed $300,000 (the “Upfront Cost”). The Landlord shall thereafter reimburse the Town for the 2 9723672_2 Upfront Cost exceeding $119,554, in equal installments over ten years (the “Landlord Reimbursement”). For the sake of clarity, the Tenant’s share of the Upfront cost shall be $119,554 (“Tenant’s Share”) and the Landlord Reimbursement shall be the difference between the Tenant’s Share and the total Upfront Cost, and in no event to exceed $180,446. The Landlord shall make the Landlord Reimbursement as follows: for the second through eleventh calendar years following the Rent Commencement Date, upon Landlord submitting to Tenant the Reconciliation Statement described in Section 7(a) of the Lease, Landlord shall include a separate line applying a credit toward the Estimated Expenses paid by the Tenant for the calendar year subject to the Reconciliation Statement equal to one-tenth of the Landlord Reimbursement. Each payment toward the Landlord Reimbursement shall be subject to Tenant’s Right to Audit as set forth in Section 6(c) of the Lease. In the eleventh year, should Landlord owe Tenant any credit on future Rent which is attributable to the Landlord Reimbursement, Landlord shall make the entire Landlord Reimbursement then-owed in a single payment in cash. 2. Except as amended hereby and as previously amended, the Project Schedule shall remain unmodified and in full force and effect. In the event of an inconsistency between the Project Schedule, the First Amendment, and this Second Amendment, the terms of this Second Amendment shall control. 3. This Second Amendment shall inure to the benefit of and shall be binding upon the parties and their respective successors and/or assigns. 4. This Second Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [SIGNATURE PAGE FOLLOWS] 3 9723672_2 IN WITNESS WHEREOF, the undersigned have executed this Project Schedule as of the date set forth above. LANDLORD: SKYVIEW PHASE I LLC TENANT: TOWN OF IRONDEQUOIT BY: BY: NAME: NAME: TITLE: TITLE: 9694617_2 Resolution No. 2021-________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING SUPERVISOR TO ENTER INTO AGREEMENTS WITH THE POWER AUTHORITY OF THE STATE OF NEW YORK 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 March, 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 Power Authority of the State of New York (“NYPA”) is a corporate municipal instrumentality of the State of New York established to, among other things, foster cooperation among private and public entities with respect to the generation and transmission of electricity; and WHEREAS, in 2015, the Governor of the State of New York signed legislation facilitating the sale of street lighting systems from utility companies to municipalities in order to encourage the transition from existing metal halide lighting technology to light emitting diode (“LED”) street lighting technology; and WHEREAS, LED bulbs are more efficient than metal halide bulbs and therefore upgrading street lights to LED technology improves the environment by reducing reliance on electricity generating facilities, including facilities that burn on fossil fuels; and WHEREAS, upgrading street lights to LED technology reduces the cost of street lighting by reducing the amount of electricity required and, where street lights are purchased by a municipality, by eliminating certain fees ordinarily charged by utility companies; and WHEREAS, NYPA has adopted a Smart Street Lighting NY Initiative to help local governments purchase street lighting systems and upgrade them to LED technology, offering support at every step of the acquisition process, including performing a cost- benefit analysis, performing scoping and design work, conducting procurements of goods and services, and providing a financing strategy; and 9694617_2 WHEREAS, pursuant to Public Authorities Law Section 1005(17) and General Municipal Law § 99-r, the Town of Irondequoit (“Town”) may enter into a contract with NYPA to receive energy related services, including services related to the NYPA Smart Street Lighting NY Initiative; and WHEREAS, before providing services to the Town, NYPA requires the Town to enter into: (a) an “Authorization to Proceed” agreement and (b) an Energy Services Program Master Cost Recovery Agreement with exhibits thereto (collectively, the “NYPA Agreements”); and WHEREAS, the Authorization to Proceed Agreement commits the Town to using NYPA’s services to perform preliminary development, design, and bidding work and to paying NYPA’s fees until the parties agree upon a Customer Project Commitment. Should the Town proceed and move forward with a Customer Project Commitment, NYPA’s fees will be rolled into the overall costs of the project. But should the Town decline to proceed, it will be required to reimburse NYPA for all costs up to the termination date for the development, design, and bidding of the project (the “NYPA Preliminary Fees”). The NYPA Preliminary Fees are anticipated to be no greater that $30,000.00. WHEREAS, the Town Board determines that it is in the Town’s best interests to authorize the Supervisor to enter into the NYPA Agreements. NOW, THEREFORE, BE IT RESOLVED, that the Town Board authorizes the Supervisor to execute the NYPA Agreements in substantially the forms annexed hereto and as may be modified and approved by the Attorney for the Town, and to execute any and all other documents relating to the NYPA Agreements. AND, THEREFORE, BE IT FURTHER RESOLVED, that the Town Board authorizes the Town to incur the NYPA Preliminary Fees in an amount not to exceed $30,000.00, and should the Town proceed with a Customer Project Commitment to pay such fees as part of the overall project costs, and should it decline to proceed with a Customer Project Commitment to pay such fees from Account Nos.: 9694617_2 This resolution shall take effect immediately upon its adoption. Seconded by the Town Board Member ____________________ and duly put to vote, which resulted as follows: Town Board Member Wehner voting __________ Town Board Member Perticone voting __________ Town Board Member Freeman voting __________ Town Board Member Romeo voting __________ Town Supervisor Seeley voting __________ ACCOUNT NO Lighting District Expense Acct 071.5182.4360 Burwell Rd Misc. Exp.212$ 072.5182.4360 Chestnut Hill Dr Misc. Exp.509$ 073.5182.4360 Culver Pkwy #1 Misc. Exp.356$ 074.5182.4360 Culver Pkwy #2 Misc. Exp.348$ 075.5182.4360 Fairview Rd Cres Misc. Exp.85$ 076.5182.4360 Fairview Road Misc. Exp.42$ 077.5182.4360 Falstall Rd Misc. Exp.229$ 078.5182.4360 Goodman St. N Misc. Exp.1,400$ 079.5182.4360 Harbor Hill Misc. Exp.594$ 080.5182.4360 Harwick Rd N Misc. Exp.2,631$ 081.5182.4360 Hurstbourne Rd A Misc. Exp.272$ 082.5182.4360 Hurstbourne Rd B Misc. Exp.357$ 083.5182.4360 Lake Front Misc. Exp.153$ 084.5182.4360 Laurelton Rd #1 Misc. Exp.314$ 085.5182.4360 Laurelton Rd #2 Misc. Exp.263$ 086.5182.4360 Laurelton Rd #3 Misc. Exp.127$ 087.5182.4360 Maplehurst Rd Misc. Exp.212$ 088.5182.4360 Rawlinson Rd Misc. Exp.127$ 089.5182.4360 Rock Beach-White Misc. Exp.178$ 090.5182.4360 Rock Beach-Winsor Misc. Exp.85$ 091.5182.4360 Sea Breeze park Misc. Exp.3,480$ 092.5182.4360 Somershire Dr Misc. Exp.560$ 093.5182.4360 Spencer Rd Misc. Exp.280$ 094.5182.4360 Strathmore Cr Vil Misc. Exp.110$ 095.5182.4360 Summervill Dr Misc. Exp.289$ 096.5182.4360 Thorndyke Rd Misc. Exp.221$ 097.5182.4360 Washington Ave Misc. Exp.51$ 098.5182.4360 Thornton Rd Misc. Exp.391$ 001.5182.4360 TownWide Street Lighting Misc. Exp.16,124$ ENERGY SERVICES PROGRAM MASTER COST RECOVERY AGREEMENT BETWEEN POWER AUTHORITY OF THE STATE OF NEW YORK AND TOWN OF IRONDEQUOIT HSE Comments 2.23.21 ENERGY SERVICES PROGRAM MASTER COST RECOVERY AGREEMENT ................... 1 DEFINITIONS ................................................................................................................................ 1 ARTICLE I SCOPE AND APPLICATION OF AGREEMENT; ORDER OF PRECEDENCE ............................................................................................................................... 7 1.1 Transaction Documents ........................................................................................... 7 1.2 Entire Agreement .................................................................................................... 7 1.3 Conflict and Order of Precedence ........................................................................... 7 1.4 Other Agreements .................................................................................................... 7 1.5 Amendments .................................................................................................................. 8 ARTICLE II GENERAL PROJECT STRUCTURE ....................................................................... 8 2.1 Customer Project Commitment or CPC .................................................................. 8 2.2 Final CPC ................................................................................................................ 8 2.3 Contingency Work Order ........................................................................................ 8 2.4 Change Order .......................................................................................................... 9 2.5 Unforeseen Circumstances or Conditions ............................................................... 9 2.6 Third Party Obligations ........................................................................................... 9 2.7 Execution and Disputes Regarding Reports ......................................................... 10 2.8 Limitation on Work in Certain Premises ............................................................... 10 2.9 Eligibility Criteria ................................................................................................. 10 ARTICLE III SUSPENSION AND TERMINATION OF PROJECTS ....................................... 10 3.1 Suspension of Work .............................................................................................. 10 3.2 Emergency ............................................................................................................ 11 3.3 Termination of a Project ....................................................................................... 11 3.4 Actions Upon Project Termination or Cancellation ............................................. 11 ARTICLE IV ENVIRONMENTAL PROVISIONS ..................................................................... 12 4.1 Hazardous Materials and Disposal of Waste and Debris ...................................... 12 4.2 Remediation .......................................................................................................... 13 4.3 Environmental Indemnification ............................................................................. 14 ARTICLE V RECOVERY OF COSTS/REPAYMENT OBLIGATION ..................................... 14 5.1 Project Cost .......................................................................................................... 14 5.2 Total Reimbursement Costs ................................................................................. 14 5.3 Billing ................................................................................................................... 15 5.4 Payment ................................................................................................................. 15 5.5 Grants and Funding ............................................................................................... 15 5.6 Long-Term Financing for Capital Projects .......................................................... 15 ARTICLE VI INSURANCE REQUIREMENTS ......................................................................... 16 6.1 Insurance Requirements: ...................................................................................... 16 6.2 Adjustments ........................................................................................................... 17 6.3 Customer Insurance Requirements ........................................................................ 17 ARTICLE VII WARRANTIES, DAMAGES, LIABILITY, ETC. ............................................. 18 7.1 Service Provider’s Warranty Requirements .......................................................... 18 7.2 Authority Warranty Disclaimer ............................................................................ 18 7.3 Projected Energy Savings ...................................................................................... 18 7.4 Uncontrollable Forces .......................................................................................... 18 7.5 Damages, Indemnification by Service Provider .................................................... 19 7.6 Limitation of Authority’s Liability ....................................................................... 19 7.7 Customer’s Responsibility for Project Equipment and Performed Work ............. 20 ARTICLE VIII INTELLECTUAL PROPERTY RIGHTS ........................................................... 20 8.1 Intellectual Property; Proprietary Information ...................................................... 20 ARTICLE IX TERM AND TERMINATION .............................................................................. 21 9.1 Term ...................................................................................................................... 21 9.2 Termination of Agreement .................................................................................... 21 9.3 Pending Projects .................................................................................................... 21 9.4 Extension ............................................................................................................... 21 ARTICLE X GENERAL OBLIGATIONS OF THE PARTIES ................................................... 21 10.1 Authorized Representatives ....................................................................................... 21 10.2 Authority Obligations ................................................................................................ 22 10.3 Customer Obligations ................................................................................................ 22 ARTICLE XI DATA USAGE ...................................................................................................... 24 11.1 License ....................................................................................................................... 24 11.2 Limitations ................................................................................................................ 24 11.3 Processed Data Ownership ........................................................................................ 25 ARTICLE XII MISCELLANEOUS ............................................................................................. 24 12.1 Disputes ..................................................................................................................... 25 12.2 Dispute Resolution .................................................................................................... 26 12.3 Publicity ..................................................................................................................... 26 12.4 Notices ....................................................................................................................... 26 12.5 No Waiver ................................................................................................................. 26 12.6 Assignment ................................................................................................................ 27 12.7 Governing Law; Venue ............................................................................................. 27 12.8 No Third-Party Beneficiaries .................................................................................... 27 12.9 Severability ................................................................................................................ 27 12.10 Survival of Provisions ............................................................................................. 27 12.11 Not Construed Against Drafter ................................................................................ 27 12.12 Headings .................................................................................................................. 27 12.13 Counterparts ............................................................................................................ 27 EXHIBIT A COMPENSATION SCHEDULE ............................................................................... 1 EXHIBIT B CAPITAL PROJECT TERMS AND CONDITIONS ................................................ 1 EXHIBIT C ADVISORY SERVICES TERMS AND CONDITIONS .......................................... 1 ENERGY SERVICES PROGRAM MASTER COST RECOVERY AGREEMENT This Master Cost Recovery Agreement (this “Master Agreement”), dated __________ , is entered into by and between POWER AUTHORITY OF THE STATE OF NEW YORK, a corporate municipal instrumentality of the State of New York with offices located at 123 Main Street, White Plains, New York 10601 (“Authority”) and the Town of Irondequoit, a municipality with offices located at 1280 Titus Avenue, Rochester, NY 14617 (“Customer”). WHEREAS, Public Authorities Law §1005(17) permits the Authority, as deemed feasible and advisable by the Trustees, to finance and design, develop, construct, implement, provide and administer energy-related projects, programs and services for any public entity and certain other specified entities; and WHEREAS, the Trustees have authorized the establishment of the Authority’s Energy Services Program (“ESP”) to include, among other things, energy efficiency projects and services, clean energy technology projects and services and high-performance and sustainable building projects and services (including technologies that reduce air and other pollution and conserve materials and resources such as water); and the construction, installation and/or operation of facilities or equipment done in connection with any such projects, programs or services; and WHEREAS, Public Authorities Law §1005(17) permits Customer, a statutorily eligible entity, to enter into an energy services contract with the Authority for such energy-related projects, programs and services as authorized by Public Authorities Law; and WHEREAS, Authority and Customer desire to work together to develop and implement Projects contemplated under the ESP and to enter into this Master Agreement as mo re particularly set forth herein. NOW, THEREFORE, Authority and Customer (sometimes referred to herein collectively as the “Parties” and individually as a “Party”), in consideration of the mutual covenants and conditions contained herein and in these recitals, hereby agree as follows: DEFINITIONS The following definitions apply for all purposes of this Master Agreement: “Advisory Services” means the consulting services provided by Authority or Service Providers to assist Customer in its efforts to reduce energy consumption and associated operations and maintenance costs, to realize environmental benefits, including but not limited to the reduction of air pollution; to conserve natural resources; and/or facilitate the use of clean energy sources at Customer’s Facilities. “Advisory Services Terms and Conditions” means the additional terms and conditions set forth in Exhibit C applicable to Advisory Services Projects provided by Authority or Service Provider to Customer hereunder. “Ancillary Documents” means documents, other than this Master Agreement and the Customer Project Commitment (and documents that modify them, such as Change Orders and Contingent Work Orders), covering information necessary for the implementation of a specific Project, such as authorizations, Substantial Completion and Operation Transfer Reports, Milestone Completion Reports and Final Inspection Reports, etc. “Authority’s Authorized Representative” means an individual designated by Authority in accordance with Section 10.1(b) to coordinate a Project on behalf of Authority and to communicate with Customer concerning such Project. “Authority Implemented Work” means Work undertaken by Authority for Customer as more fully set forth in a CPC (subject to the terms and conditions of this Master Agreement and any applicable Transaction Document) through the services of qualified Service Providers or Subproviders engaged by Authority. “Authority Material Handling Fee” is a fee applied by the Authority to the cost of materials purchased directly by the Authority for a Project, where applicable, to reimburse the Authority for procurement, material handling, storage and/or restocking. The amount of such fee, when applicable to a Project, will be set forth in the CPC, as superseded by the Final CPC. “Authority Program Fee” mean Authority’s fee applicable to each Project. Details of the Authority Program Fee will be set forth in the Compensation Schedule, attached hereto as Exhibit A, and the amount of such fee will be set forth in the CPC, as superseded by the Final CPC. “Background Intellectual Property Rights” means Intellectual Property Rights of a Party owned, controlled, acquired, developed, invented, generated, authored, conceived or reduced to practice prior to the date of this Master Agreement, or acquired parallel to and independent of this Master Agreement or any Transaction Documents entered into under this Master Agreement. “Capital Project” is a Project involving the design, construction, installation and/or modification of facilities and/or equipment in Customer’s Facility. “Capital Project Terms and Conditions” means the additional terms and conditions set forth in Exhibit B applicable to Capital Projects provided by Authority or Service Provider to Customer hereunder. “Change Order” is a Transaction Document that memorializes a modification to the CPC that cannot be made by Contingency Work Order, setting forth agreed-upon additions, deletions or revisions to the Work, and the cost and/or time impact to the Project. “Compensation Schedule” is a schedule attached hereto as Exhibit A setting forth details about the Authority Program Fee and other relevant Project costs, where applicable, for the different services offered by Authority under this Master Agreement. “Contingency Work Order” is a Transaction Document that memorializes the Authority’s use of the Project Contingency for a Project, such use to be reflected on subsequent CPCs that are executed for the particular Project. “Customer’s Authorized Representative” means an individual designated by Customer in accordance with Section 10.1(a), to coordinate a Project on behalf of Customer and to assist Authority, its Service Providers and Subproviders with the implementation of the Project. “Customer Project Commitment” or “CPC” is a Transaction Document containing terms and conditions for one or more specific Projects at a Customer’s Facility(ies) that includes, at a minimum, the location of Customer’s Facility, a detailed scope of Work (including a description of milestones, if any), the projected Project costs and any specific payment terms applicable to the Project. “Data” refers to data, metadata, data elements, identifiers, data models, data structures, databases, information, files, documents, materials, content, libraries, code, scripts, algorithms, and any items similar to any of the foregoing, that are collected by the Authority. “Debris” shall mean unregulated materials removed from a Customer Facility and unsuitable for further use. “Environmental Laws” means all current and future federal, state and local laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives, orders (including consent orders), environmental permits, and obligations and other requirements imposed by any “Governmental Authority” (as defined herein), including New York State Department of Environmental Conservation (“NYS DEC”) Technical Administrative Guidance Memoranda and other guidance documents issued or published by any Governmental Authority, in each case, relating to pollution, protection of the environment, natural resources, or protection of human health and safety from conditions in the environment, the presence, “Release” (as defined herein) of, threatened Release of, or exposure to, “Hazardous Substances” (as defined herein), or to the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or arrangement for such activities with respect to, Hazardous Substances. “Environmental Liabilities” means all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses, and costs, relating to environmental conditions or activities, including (i) Remediation costs, engineering costs, environmental consultant and expert fees, laboratory fees, permitting fees, investigation costs, defense costs, and reasonable attorneys’ fees and expenses; (ii) any claims, demands, and causes of action relating to or resulting from any personal injury (including wrongful death), property damage (real or personal) or natural resource damage; and (iii) any penalties, fines or costs associated with the failure to comply with any Environmental Law. “Energy Services Program” or “ESP” includes energy efficiency projects and services; clean energy technology projects and services; high-performance and sustainable building programs and services (including technologies that reduce air and other pollution, conserve materials and resources such as water); and the construction, installation and/or operation of facilities or equipment done in connection with any such project, programs and services. “Facility” means the building, structure or premises owned and/or operated by Customer that may benefit from Customer’s participation in Authority’s ESP Program. “Force Majeure Event” means an event causing a failure or delay in the performance of a required obligation if such failure or delay is caused by pandemic, strike, lockouts, riot, fire, natural disaster, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the non-performing Party, provided that such Party gives prompt written notice of such condition and resumes its performance as soon as possible. “Final CPC” means the document that reflects the final reconciliation of Project costs and all amendments to the CPC that is issued by Authority to Customer upon completion of the Work for a Project. “Final Inspection Report” means the report, if any, to be executed by Authority and Customer after completion of a Project. “Hazardous Substances” means (i) any petroleum, petroleum products or byproducts, and all other regulated hydrocarbons (including without limitation, petrochemicals and crude oil), or any fraction thereof, coal ash, radon gas, asbestos, asbestos-containing material, urea formaldehyde, polychlorinated biphenyls, chlorofluorocarbons, and other ozone-depleting substances; and (ii) any chemical, material, substance, product or waste (including thermal discharges and hazardous waste) that is prohibited, limited, or regulated by or pursuant to any Environmental Laws. “Intellectual Property Rights” means any and all intellectual property rights, including, but not limited to rights in any and all of the following: (i) technical information and know-how; (ii) discoveries, improvements, enhancements, upgrades, inventions, (whether or not patentable); (iii) patents, patent applications, patent disclosures, and any other patentable subject matter; (iv) copyrights, applications to register copyrights, works of authorship and any other copyrightable works; (v) trademarks, trade names, trade dresses, brand names, logos and similar marks; (vi) any sketches, drawings, outlines, drafts; (vii) computer software (including source code, executable code, databases, data and related documentation); (viii) trade secrets and know-how; and (ix) all improvements or modifications to any of the foregoing. “Labor Cost” is that portion of the Total Reimbursement Costs for installation labor performed by Service Provider and Subprovider in connection with the Work performed in connection with a Project pursuant to a CPC based on this Master Agreement. Such costs will be detailed in each CPC. “Long-Term Repayment Obligation” means the obligation of Customer to repay Authority in accordance with and subject to the terms of a loan agreement after conversion of a Short-Term Repayment Obligation. “Material Cost” is that portion of the Total Reimbursement Costs related to equipment, materials and supplies in connection with the Work performed in connection with a Project pursuant to a CPC based on this Master Agreement. Such costs will be detailed in each CPC. “Milestone Completion Report” means a document generated by Authority or Service Provider that identifies a milestone(s) satisfactorily completed during the progress of a Project or phase of a Project (i.e., design, construction, or otherwise), signifies Customer’s concurrence with the completion of such milestone and represents Customer’s authorization to proceed to the next milestone or phase of the Work, as applicable. “Other Agreement” means any stand-alone agreements entered into between the Parties at any time, including, without limitation, non-disclosure agreements, privacy agreements, or grant agreements, but shall not include any Master Cost Recovery Agreement, Energy Efficiency Services Agreement or other agreements governing services under the ESP entered into by the Parties prior to the execution of this Master Agreement. “Processed Data” means any data, information, work product, report, model or document produced, created or prepared at any time by the Authority which is a derivative work, compilation, combination, analysis, interpretation, repackaging, or reformatting of the Data. “Project” means any project or service undertaken through Authority’s ESP pursuant to a CPC based on this Master Agreement. “Project Contingency” means a defined budget to be utilized at the Authority’s discretion in accordance with Section 2.3 hereof for, among other things, unexpected costs and expenses that may arise during the performance of a Project (usually calculated as a percentage of Material Cost and Labor Cost). “Release” means any actual or threatened release, spill, emission, emptying, escape, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching, or migration into the environment or within any building, structure, facility, or fixture and/or the exacerbation of any preexisting condition of Hazardous Substances. “Remediation” means the investigation (including any feasibility studies or reports), cleanup, removal, abatement, transportation, disposal, treatment (including in-situ treatment), management, stabilization, neutralization, collection, or containment of Hazardous Substances and any Release(s), that may be required to satisfy Environmental Laws, in each case, including, without limitation, any closure, restoration or monitoring, operations and maintenance activities, including any engineering or institutional controls, that may be required by any Governmental Authority after the completion of such investigation, study, cleanup, removal, transportation, disposal, treatment, neutralization, collection, or containment activities as well as the performance of any and all obligations imposed by any Governmental Authority in connection with such investigation, cleanup, removal, transportation, disposal, treatment (including in situ treatment), management, stabilization, neutralization, collection, or containment (including any such obligation that may be imposed pursuant to an Environmental permit or a consent order). “Service Provider(s)” means a third party provider of goods and/or services that Authority, acting as the contracting entity, contracts with through its procurement policies, procedures and guidelines to perform Work in connection with a Project at Customer Facilities. “Service Provider Fees” means the costs associated with the payment to Service Providers, its Subproviders and other third party professionals for Work performed with respect to a specific Project. Service Provider Fees will be detailed in each CPC. “Short-Term Interest” is a cost component of the Total Reimbursement Costs of a Project representing the costs incurred by the Authority in connection with financing the delivery of a Project during the time within which such funds remain unpaid by Customer. “Short-Term Repayment Obligation” refers to Customer’s obligation to reimburse Authority for the costs of delivering a Project, as identified in the Final CPC. “Short-Term Repayment Obligation Maturity Date” means the date set forth in the Final CPC, no later than ninety (90) days following the approval of the Final CPC. “Specific Subject Matter” shall mean intellectual property rights, payment and financing terms, Authority’s liability and limitation thereof, Project warranties, and amendments to this Master Agreement and/or any Transaction Documents. “Subprovider(s)” refers to individuals or entities retained by the Service Provider(s) to perform all or part of the Work. “Substantial Completion and Operation Transfer Report” is a document signed by the Parties signifying that the equipment and/or facilities installed at the Project have been inspected, tested and accepted by Customer. “Third Party” means any utility company, permit agency, governmental authority having jurisdiction over a Project, any contractor or service provider hired by Customer, or any other third party that is not a Service Provider or Subprovider but is, directly or indirectly, involved in or whose approval is required in connection with, a Project and not under contract, directly or indirectly, with the Authority. “Total Annual Energy Savings” is the estimated net reduction in Customer’s annual usage of (a) energy service, (b) other utilities including, but not limited to, water and sewer, and (c) any related operation or maintenance savings, if applicable, resulting from the installation of one or more energy conservation measures in accordance with this Master Agreement. “Total Reimbursement Costs” is the sum of all of the costs of a Project as set forth in the CPC and Final CPC, including, but not limited to, to the extent applicable to such Project: (1) Material Cost; (2) Labor Cost; (3) the amount of the Project Contingency applied as a Project cost; (4) Service Provider Fees; (5) Authority Program Fee; (6) Short-Term Interest; and (7) other Project-related costs and expenses. “Transaction Document(s)” means with respect to a Project, this Master Agreement and any related Customer Project Commitment and any document that modify them, such as Change Orders and Contingency Work Orders. “Waste” refers to waste PCBs (as defined by the United States Environmental Protection Agency (“USEPA”) in 40 CFR Part 761) and hazardous waste (as defined by the USEPA in 40 CFR Part 261 and the NYS DEC in 6 NYCRR Part 371) as well as other material regulated for purposes of release, reuse, disposal, or recycling (e.g. CFCs, ethylene glycol, mercury, oil, asbestos), which form a part of the equipment removed from Customer Facilities due to implementing the Work. Disposal of such Waste shall be conducted in accordance with the provisions set forth in Article IV. “Work” means the services performed for Customer for a selected Customer Facility pursuant to this Master Agreement and the other Transaction Documents for a Project. The scope of Work shall be described in the CPC, as amended by subsequent Change Orders, Contingency Work Orders, and the Final CPC. ARTICLE I SCOPE AND APPLICATION OF AGREEMENT; ORDER OF PRECEDENCE 1.1 Transaction Documents. In connection with each Project, the Parties will, either concurrently with or subsequently to this Master Agreement, enter into one or more Customer Project Commitments, or similar memoranda, that define a specific Project(s) and the costs and fees associated with such Project, and associated Ancillary Documents. Except as otherwise expressly set forth therein, all Transaction Documents, upon execution by the Parties, shall be governed by the terms and conditions of this Master Agreement. Each Transaction Document shall contain a specific reference to this Master Agreement and CPC, as applicable. This Master Agreement does not obligate Authority to accept requests for Projects issued by Customer or obligate any Party to enter into a CPC. 1.2 Entire Agreement. Subject to the provisions of Section 1.4 below, with respect to a Project, this Master Agreement (including Exhibits A, B, and C and any other exhibits, schedules or appendices hereto) and any Transaction Document which specifically references a Project, constitute the entire agreement between Authority and Customer concerning such Project, and supersedes all prior negotiations, representations, contracts and agreements concerning such Project. 1.3 Conflict and Order of Precedence. In the event of a conflict between the terms of this Master Agreement and the terms and conditions set forth in another Transaction Document, or between the terms of two or more Transaction Documents in effect for a Project, the order of precedence shall be a follows: (i) the terms of the CPC for such Project (as amended by Contingency Work Orders and/or Change Orders and as superseded by the Final CPC) but solely with respect to the price (i.e., the Project’s Total Reimbursement Costs), payment and financing terms, and scope of Work (including description of milestones) of the Project; (ii) the terms of this Master Agreement; (iii) the remaining terms of the Project CPC; and (iv) the terms of any Ancillary Document. Notwithstanding the foregoing, the Parties agree that with respect to Specific Subject Matters, if the terms of a Transaction Document concerning a Specific Subject Matter are more favorable to Authority than the respective terms set forth in this Master Agreement, the more favorable terms of the Transaction Document shall prevail with respect to the Project to which it relates. (By way of example, if a Transaction Document includes a term that disclaims any warranties by Authority (or Service Provider) for Work performed, such term would prevail over the warranties set forth in Section 7.1. hereof.) 1.4 Other Agreements. This Master Agreement supersedes all Master Cost Recovery Agreements, Energy Services Agreements or other agreements governing services under the ESP entered into by the Parties prior to the execution of this Master Agreement. Notwithstanding the foregoing, this Master Agreement does not supersede and does not apply to any Other Agreements existing between Customer and Authority. Any projects which Authority has undertaken or undertakes at Customer Facilities pursuant to such Other Agreements, or under prior Energy Services Agreements under which projects remain incomplete as of the date of this Master Agreement, shall be governed by those agreements and related documents, unless otherwise agreed in writing. Termination of this Master Agreement shall have no effect on the Other Agreements which will remain in full force and effect according to their respective terms. 1.5 Amendments. This Master Agreement and any other Transaction Document executed in connection herewith may be amended only in writing signed by an authorized officer or designee of Authority and Customer. ARTICLE II GENERAL PROJECT STRUCTURE 2.1 Customer Project Commitment or CPC. For each Project undertaken under this Master Agreement, the parties will enter into one or more CPC(s), each of which will state the specific terms and conditions applicable to such Project, segregating the Project into logical phases to be performed consecutively. Each CPC will include, at a minimum, the phasing plan setting forth how the Project will proceed, the location of Customer’s Facility, scope of Work, (including description of milestones, if any), projected Total Reimbursement Costs, and payment terms. The Authority is not obligated to commence any Work for a particular Project unless or until a CPC is executed by Authority and Customer. Notwithstanding the foregoing, the Parties may agree to expedite the commencement of a portion of the Work associated with a particular Project prior to the execution of a CPC provided that the Parties memorialize such agreement prior to the commencement of such Work in a writing that sets forth the specific items of Work to be commenced and the associated cost of such Work. In such event, Customer agrees to bear the costs of any Work undertaken by Authority or its Service Providers for Customer in preparation for or with respect to such Project or potential Project even if no CPC is ultimately executed. 2.2 Final CPC. As soon as practicable following completion of the Work and receipt of all invoices associated with a Project, Authority will generate a Final CPC which will include all Contingency Work Orders, and all agreed-upon Change Orders, if any. The Final CPC will reconcile the Total Reimbursement Costs set forth in the CPC on the basis of Authority’s actual costs and will supersede all prior CPCs. The Final CPC shall also describe the Project -specific terms for the Work completed at the Facility or Facilities, Customer’s Short-Term Repayment Obligation, and the final repayment terms. Authority and Customer shall execute such Final CPC, which shall be “deemed executed” unless Customer disputes such Final CPC in writing within forty-five (45) days of the Authority’s transmission thereof. If Customer timely disputes the Final CPC, then the Parties shall endeavor to resolve the dispute as expeditiously as possible in accordance with the procedures set forth in Section 12.2; provided, however, that Customer shall pay any undisputed amounts of Customer’s Short-Term Repayment Obligations set forth in the Final CPC in accordance with Article V hereof. 2.3 Contingency Work Order. If unexpected costs and expenses arise during the performance of a Project, the Authority may utilize the Project Contingency, provided that (i) the scope modifications, if any, are consistent with the general nature of the Project; (ii) the modifications do not render the Project ineligible under the Authority’s Energy Services Program requirements; and (iii) the cumulative increased Project costs do not exceed the Project Contingency. Contingency Work Orders may be utilized to account for, among other things, remedial work required due to design or construction omissions (whether remedial work is caused by omissions of Authority, its Service Providers or Customer) to the extent that the requirements set forth above are met. If the requirements for a Contingency Work Order are not met, Authority and Customer may negotiate a Change Order as described in Section 2.4 below. As the Project Contingency is utilized, the Authority will issue a Contingency Work Order, which shall be effective upon issuance and automatically update the terms of the respective CPC without the need for express Customer approval. Any objections to the manner in which the Authority is utilizing the Project Contingency must be raised by the Customer in writing to the Authority within seven (7) days of the Authority’s issuance of any such Contingency Work Order, or such other period of time identified in the Contingency Work Order. Failure to comply with this notice requirement by the Customer will be deemed a waiver of any claim that (i) the Project Contingency was used improperly; or (ii) that payment on account of such Contingency Work Order is disputed. Upon request, the Authority will provide Customer with periodic reports that establish an accounting of how the Project Contingency is being utilized. 2.4 Change Order. Any party to a CPC may at any time by written notice to the other party request modifications to the Work described in the executed CPC. Authority shall provide Customer with a written analysis of the effects of the requested modification(s) and, provided that the requested modification(s) do not materially alter the general scope of the Project, the Parties will negotiate a Change Order to the CPC. No Change Order shall take effect until it is approved within the time period specified in the Change Order by Authority and by Customer in accordance with Customer’s procedures to authorize amendments to the CPC. In the event of a dispute over a request for a Change Order, Authority may elect to proceed with the Work in accordance with the scope of Work as set forth in the CPC (as revised by agreed -upon Change Orders and/or Contingency Work Orders), or the dispute may be treated under the provisions of Section 12.1 hereof. 2.5 Unforeseen Circumstances or Conditions. In the event that circumstances or conditions at Customer’s Facility are encountered after a CPC is executed, that may require changes to the Project schedule and/or result in an increase to the Total Reimbursement Costs of the Project, Authority shall as soon as practicable notify Customer. The CPC shall be revised by a Contingency Work Order or a Change Order, as applicable, to incorporate necessary changes to the Project schedule, the scope of Work and/or any increase in the Total Reimbursement Costs, as a result of the existence of the unforeseen circumstance or condition. Customer shall assume any increase in costs as part of its Short-Term Repayment Obligation. 2.6 Third Party Obligations. The Authority shall not be held responsible for any action or failure to act of Customer, its officers, employees, agents, representatives or any Third Party, including, but not limited to, any delay in issuance or any non-issuance of a permit or approval necessary to perform or close out the Work under a Project. Any changes to the Project schedule or scope of Work or any increase in the Total Reimbursement Costs caused by such act or failure to act, shall be Customer’s responsibility. If the Third Party conduct necessitates the issuance of a Change Order to compensate the Authority for any changes to the Project schedule, scope of Work or Total Reimbursement Costs resulting from such act or failure to act, Authority may suspend its Work on the Project until Customer approves such Change Order. If Customer fails to approve the Change Order within thirty (30) days of its issuance or the Project is suspended as a result for more than ninety (90) days, Authority, in its sole discretion, may terminate all Project Work and issue a Final CPC as provided in Section 3.4(d) below. 2.7 Execution and Disputes Regarding Reports. The execution of a Milestone Completion, Final Inspection, Substantial Completion and Operation Transfer Report or similar report(s) shall not be unreasonably withheld by either Party, and the Parties shall endeavor to fully execute such report within thirty (30) days after its submittal to Customer or it shall be deemed executed unless it was disputed by Customer in writing within such thirty (30) day period. In the event of any disputes by Customer with respect to such report(s), the Parties shall endeavor to resolve such dispute as expeditiously as possible in accordance with Sec. 12.1 hereof. 2.8 Limitation on Work in Certain Premises. Absent the express written consent of Authority, no Work of any kind shall be performed in any premises of Customer used for private business use within the meaning of Section 141(b) of the U.S. Internal Revenue Code of 1986, as amended. 2.9 Eligibility Criteria. Projects will be undertaken on an individual basis in Customer’s Facilities as deemed feasible and advisable by Authority and mutually agreed to by Authority and Customer. A Project will not proceed unless it satisfies (as determined by Authority in its sole discretion) Authority’s requirements related to reduction in overall primary energy costs, energy conservation, results in environmental benefits and/or other requirements of the Authority’s Energy Services Program, then in effect. ARTICLE III SUSPENSION AND TERMINATION OF PROJECTS 3.1 Suspension of Work. (a) Suspension by Customer. Customer may direct Authority to suspend Work at any Customer Facility by written notice to Authority. Authority, and the Service Providers and Subproviders, will thereupon cease Work at that Facility as soon as practicable. (b) Suspension by Authority. In addition to any other right by Authority to suspend Work on a Project set forth herein, Authority may suspend Work at any Customer Facility if any of the following occurs: (i) Customer fails to make payment to Authority when due; and such payment default continues for a period of thirty (30) days after written notice thereof by Authority to Customer; (ii) circumstances or conditions at Customer’s Facility are discovered after a CPC is executed which require changes to the Project and/or result in an increase to the Project’s Total Reimbursement Costs that cannot be covered by the use of any remaining Project Contingency budgeted for the Project; (iii) a Third Party’s act or failure to act causes a delay to the critical path of the Project schedule that continues for a period of thirty (30) days after written notice thereof by Authority to Customer; (iv) a delay caused by a Force Majeure Event continues for a period of sixty (60) consecutive days; (v) the existence of a hazard not caused by Authority or its Service Provider(s) that threatens the safety and protection of the site, its inhabitants or the public; or (vi) the existence of an unforeseen circumstance or condition the correction of which could reasonably be expected to (A) create an unreasonable non-economic risk for Authority or Service Provider not ordinarily associated with projects of similar size and scope (as determined by Authority in its reasonable discretion); (B) create a threat to life or safety of the inhabitants or the public in general, or (C) violate applicable federal, state or local laws, regulations, codes or standards. (c) Liability for Cost Increase as Result of Suspension. The suspension of Work by either Party pursuant to the provisions of this Section 3.1 may adversely impact the Project schedule, the scope of Work and/or the Total Reimbursement Costs. The CPC may be revised by a Contingency Work Order or Change Order, as applicable, to incorporate any necessary changes. Customer shall assume any increase in the Total Reimbursement Costs in full as part of its Short-Term Repayment Obligation caused by a Suspension by Customer. (d) Resumption of Work After Suspension. In the event Work on a Project was suspended by a Party (whether pursuant to this Section 3.1 or otherwise), Authority and Customer have to agree in writing that Work shall resume before any Work on the Project can continue. In the event Work is suspended for more than ninety (90) days, Authority, in its sole reasonable discretion, may terminate Work for that Project and Authority shall issue a Final CPC as provided in Section 3.4(d) below. 3.2 Emergency. If an emergency results in or could reasonably be expected to result in personal injury or loss of life or damage or harm to property or public safety, Customer, acting in good faith in order to prevent, avoid or mitigate personal injury or loss of life or damage or harm to property or public safety may direct a Service Provider to suspend Work. Customer shall provide written notification to Authority of the suspension and events leading up to the suspension within eight (8) hours after the emergency has been stabilized. Sections 3.1(c) and (d) shall also be applicable to a suspension under this Section 3.2. 3.3 Termination of a Project. Authority may for good cause shown terminate a Project (and the related CPC) at any time upon thirty (30) days’ prior written notice to Customer. In addition, the following incidents shall be deemed to immediately terminate a Project: (i) closure, abandonment, destruction or material damage to the Facility for which Project Work is being performed; (ii) reduction or elimination of energy savings or other modification to the Project that, in the Authority’s opinion, renders the Project ineligible under the Authority’s requirements for inclusion in its Energy Services Program, whether due to removal, by-passing or alteration of equipment or due to any unforeseen event; (iii) discovery of asbestos or other hazardous material in Customer’s Facility that impedes the execution of the Work; and (iv) failure by Customer to make payment to Authority when due and such payment default continues for a period of thirty (30) days after written notice thereof by Authority to Customer. 3.4 Actions Upon Project Termination or Cancellation. In the event that a Project is canceled or terminated in whole or in part subsequent to execution of a CPC but prior to completion of such Project, Authority shall: (a) Discontinue or direct Service Provider(s) to discontinue all Work and the placement of all orders for materials, equipment or labor otherwise required for the Project or terminated part of the Project, as applicable; (b) Cancel or direct Service Provider to cancel all existing orders and subcontracts related to performance of the Project or terminated part of the Project, as applicable; (c) Take actions reasonably necessary, or as directed by Customer in writing, for the protection and preservation of the Work and all Project-related equipment, materials and property within Authority’s or Service Provider’s possession and control; and (d) Issue a Final CPC covering (i) that portion of the Total Reimbursement Cost (excluding the Authority Program Fee) actually and reasonably incurred by Authority at or prior to such termination/cancellation both for the performed and for the terminated portion(s) of the Work (including, but not limited to, non-cancelable material and equipment not yet incorporated into the Work); (ii) the costs for any additional services performed by Authority or Service Provider pursuant to 3.4(c) hereof; (iii) any reasonable wind-down costs incurred by Authority and its Service Providers and Subproviders as a result of the termination/cancellation, along with Service Providers’ and Subproviders’ reasonable and customary overhead on the Work not executed; and (iv) the Authority Program Fee. The Authority Program Fee for a Project that is terminated or canceled prior to completion shall be as set forth in the Compensation Schedule, unless otherwise agreed upon by the Parties in the CPC. ARTICLE IV ENVIRONMENTAL PROVISIONS 4.1 Hazardous Materials and Disposal of Waste and Debris. (a) General Responsibilities. With respect to Authority Implemented Work, Authority shall require that Service Provider and/or Subprovider (as applicable) be responsible for environmental air monitoring and thoroughly cleaning the job site, including the removal of Waste and Debris generated as a result of a Project. Such removal may involve the management, transportation and disposal of Waste and Debris. If in the course of performing the scope of the Project Work as described in the CPC for any Authority Implemented Work, Authority encounters existing Hazardous Materials, including but not limited to Waste, any such materials shall be handled, transported and disposed of in accordance with applicable local, state and federal laws and regulations, as well as Authority’s policies and procedures. (b) Customer is Generator of Waste. The Customer acknowledges that, in accordance with USEPA and NYS DEC regulations, it is, and remains the Generator of, and holds title to, any Waste encountered during Work performed pursuant to this Master Agreement. If the Customer holds a Hazardous Waste “Generator Identification Number” for the specific site where work is being performed (as defined in Section 3010 of Subtitle C of RCRA), that number will be utilized for any and all hazardous waste disposal. If a Hazardous Waste “Generator Identification Number” does not exist, one may need to be obtained from the USEPA for each site from which Authority removes Waste. The Customer authorizes Authority, where required by USEPA and/or NYS DEC regulations, to apply in the name of the Customer for Hazardous Waste Generator Identification Numbers in order to dispose of Waste pursuant to this Master Agreement and to act as the contact Party for such applications. To the extent that the Customer is the generator of the Waste, a duly authorized representative of the Customer must sign such applications when requested by Authority. The Customer also authorizes Authority, where required by USEPA and/or NYS DEC regulations, to prepare, in the name of the Customer, any manifests or other forms required for the disposal of the Waste generated pursuant to activities under this Master Agreement. A duly authorized representative of the Customer shall sign any manifests or other shipping records required to ship Waste offsite for disposal. (c) Notification and Cost of Waste Disposal. With respect to Authority Implemented Work, Authority shall advise Customer (whenever possible, in advance of removal) where material determined to be Waste has been encountered which must be disposed of pursuant to USEPA and NYS DEC regulations. Authority shall keep the Customer fully informed of Authority’s activities on its behalf and shall provide the Customer with copies of all applications and other materials provided or received in connection with actions taken pursuant to this authorization. The direct costs of Waste disposal will be included in the Final CPC. Any costs to Authority relating to the Project that may arise subsequent to the time the Final CPC is executed (or deemed executed) under present or future laws or regulations due to pollution, clean-up or otherwise at the site of disposal shall be borne by the Customer. If, however, such costs are due to the negligence or willful acts of Authority’s Service Provider or Subprovider or due to the willful acts of Authority, the Customer shall not be responsible. With respect to Authority Implemented Work, Authority shall use reasonable diligence in overseeing the removal and disposal of Waste, shall maintain complete and accurate records thereof, and shall make those records available to the Customer upon request. In addition, any existing equipment determined by the Customer to be useful to the Customer may, at the Customer’s request, be retained by the Customer and shall be the sole responsibility of the Customer. (d) Customer Disposal of Waste. Notwithstanding the foregoing, the Customer shall have the option of disposing of Waste and Debris generated as a result of a Project at its own expense in accordance with all applicable local, state and federal laws and regulation s, as well as Authority’s policies and procedures. 4.2 Remediation. The Customer shall be responsible for the performance of any Remediation required under applicable local, state and federal Environmental Laws in order to address the existence or suspected existence of Hazardous Substances in, on, or under the job site that are discovered or encountered during Work performed and any Release or threatened Release in, on, under, over or migrating to, from or through the job site. The Customer shall promptly take all actions as are necessary to perform Remediation of any such Release or Discovery, and such other work as may be required by any Governmental Authority to safeguard the health, safety or welfare of any persons, the land and any improvements thereon or there under, from any Release or threatened Release or Discovery. In the case any Remediation is required, the Customer shall be responsible for restoring the affected portion or portions of the job site, together with any and all affected soil and groundwater, to the functional and topographical condition that existed prior to the Release and Remediation, as well as to the condition required by Environmental Laws, and as necessary to satisfy the requirements of any Governmental Authority exercising jurisdiction with respect to the job site for such Release or Discovery. 2020 MCRA STATEWIDE v.0 Page 13 of 28 4.3 Environmental Indemnification. Customer shall be solely responsible for any and all loss, damage or injury to persons or property and for any cleanup costs associated with any site where Waste and Debris are disposed of or comes to be situated including, but not limited to, response and remedial costs. In addition, to the extent permitted by law, the Customer shall, at its sole cost and expense, indemnify, defend and hold harmless Authority and the State of New York against any loss, liability (including, without limitation, judgments, attorney’s fees, court costs, penalties or fines), or expenses of any type (including, but not limited to, required corrective actions) which Authority or the State of New York incurs because of injury to, or death of any person, or on account of damage to property, or any other claim arising out of, in connection with, or as a consequence of (a) the disposition or use of retained equipment by the Customer or anyone for whose acts the Customer may be liable, and (b) any cleanup costs associated with any site where Waste and Debris are disposed of or come to be situated traceable to such Waste and Debris including, but not limited to, response and remedial costs. ARTICLE V RECOVERY OF COSTS/REPAYMENT OBLIGATION 5.1 Project Cost. Authority shall initially pay for and/or incur costs for all components of the Total Reimbursement Costs applicable to a Project at the selected Customer Facility. Customer agrees to pay the Authority the Total Reimbursement Costs specified in the respective CPC as reconciled by the Final CPC. 5.2 Total Reimbursement Costs. The following components of the Total Reimbursement Costs may be delineated in a CPC for a particular Project: (a) Material Cost. The Material Cost represents the cost of materials, equipment, fixtures, tools, construction equipment and machinery, water, heat, utilities, transportation and other facilities necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated into the Work. (b) Labor Cost. The Labor Cost represents (i) the sum of all wages paid to skilled trade and craft workers, plus employee benefits, payroll taxes, insurance and related costs; or (ii) the fees paid to skilled trade and craft workers that are not employees, in each case as represented on the Service Providers’ or Subproviders’ invoice. (c) Project Contingency. The Project Contingency, or a portion thereof, actually applied by the Authority to the Project as set forth in a Contingency Work Order. (d) Service Provider Fees. The Service Provider Fees represent the costs associated with the payment of Service Providers, Subproviders and other third party professionals based on actual invoices, individual billing rates based on hourly increments, or a percentage fee applied to certain Project costs, plus reimbursable expenses; (e) Authority Program Fee. The Authority Program Fee reimburses Authority for services provided by Authority during the implementation of a Project. The Authority Program Fee can be based on a percentage fee applied to certain Project costs, a lump sum fee, individual billing rates based on hourly increments and/or other fee arrangements identified in the Compensation Schedule. (f) Short-Term Interest. Short-Term Interest reimburses the Authority for costs incurred in connection with financing the delivery of a Project. It is based on the underlying source of funds chosen by the Authority, in its sole discretion, to finance a Project during its implementation and may vary depending upon the actual financing product the Authority selects. In addition to the actual interest expense incurred by the Authority on the s hort-term debt issued for Project expenses, Short-Term Interest may include additional fees for administering the financing program including but not limited to costs incurred to secure liquidity facilities, remarketing services, purchase of an interest rate cap(s), issuing and payment agents and other financing related costs and credit premiums, if any. (g) Other Project-Related Costs. Other Project-related costs may include Authority Material Handling Fee, Waste disposal costs, additional Project-specific insurance, surety bond costs, specialty services and other Project-specific costs not otherwise included in any of the above categories. 5.3 Billing. The specific billing method for each Project is set forth in the CPC and/or the long-term financing agreement associated with the particular Project. The final repayment amount due to the Authority will be the Total Reimbursement Costs as reconciled in a Final CPC to reflect adjustments to account for payments made or additional charges incurred by Customer and will constitute the Customer’s Short-Term Repayment Obligation. In the event a Project is terminated before completion, Authority shall issue a Final CPC as provided in Section 3.4(d). 5.4 Payment. (a) Payments. Customer shall pay any invoiced amounts to Authority within thirty (30) days of Customer’s receipt of Authority’s invoice. Any outstanding amounts not paid within such thirty (30) day period shall accrue additional Short-Term Interest until the date when payment is made in full. Such additional Short-Term Interest will be reflected on subsequent invoices and/or the Final CPC. (b) Late Payment. Customer’s final Short-Term Repayment Obligation shall be fully repaid on or before the Short-Term Repayment Obligation Maturity Date. Any amount due and unpaid on the Short-Term Repayment Obligation Maturity Date shall be subject to interest in accordance with the late payment rate set forth in State Finance Law §179(g). 5.5 Grants and Funding. Authority may pursue and apply for grants or other available funding for the respective Project, where applicable, when authorized by Customer. The Customer may assign the right to receive such grants or other available funding to the Authority, and the Authority may, at its sole discretion, accept such assignment. If Authority accepts such assignment, the Authority will apply the funds to reduce the Total Reimbursement Costs, provided the funds are actually received by the Authority by the Short Term Repayment Obligation Maturity Date. 5.6 Long-Term Financing for Capital Projects. Should Customer desire financing to satisfy its Short Term Repayment Obligation for a Capital Project, the Customer may apply for long-term financing through the financing products offered by the Authority to convert Customer’s Short-Term Repayment Obligation to a Long-Term Repayment Obligation. The Authority at its sole discretion may make a long-term financing option available to the Customer. This is a fixed rate long-term financing product provided by the Authority in collaboration with a third-party. General parameters include: • Rates will be based on a fixed rate (Authority borrowing rate or equivalent) adjusted for customer’s credit, term of agreement or other factors as appropriate; • Available for the period after project acceptance and closing; and • Funding is contingent on the execution of appropriate financing documentation containing customary terms and conditions including representations, warranties, covenants, legal opinions and other conditions precedent. The Authority will endeavor to provide options for the Customer to make financing payments as a monthly billing surcharge to the Customer’s electrical supply bill under the then-effective power supply agreement between the Customer and Authority (it being understood if a Customer is not served by the Authority, such monthly billing will not be a surcharge but rather a separate invoice for the repayment amount due). The Authority from time to time may modify its financing offer and/or develop/offer new Project or program financing mechanisms to Customers. Details on future financing products will be provided and agreed on a Project- or program-specific basis either through a separate document or amendment to this agreement. Regardless of whether the Customer elects to utilize any of the Authority’s available financing products, the Customer is responsible for satisfying its Short Term Repayment Obligation within the time constraints set forth herein. If the Customer elects to apply for Long Term Financing, it shall submit a loan application a minimum of 90-days prior to anticipated Final CPC execution. If Customer’s application for longterm financing is approved by the Authority, the Parties’ obligations with respect to such financing will be set out in an amendment to this agreement, the CPC, or as a separate agreement, with terms and conditions agreed to by the Parties. ARTICLE VI INSURANCE REQUIREMENTS Authority’s agreements with the Service Providers shall provide that the Service Provider or Subproviders shall obtain and maintain the policies of insurance with the identified limits set forth in Section 6.1, unless additional policies of insurance and/or higher limits are required under the applicable CPC. The costs of such insurance will be part of the Total Reimbursement Costs. 6.1 Insurance Requirements: (a) Workers’ Compensation (inclusive of New York State disability benefits) and Employer’s Liability coverage; (b) Commercial General Liability insurance policy, including Contractual Liability and Products/Completed Operations Liability coverages, with limits of not less than $2,000,000 per occurrence for bodily injury and not less than $2,000,000 for property damage, such policies naming Authority, Customer and the State of New York as additional insureds under the policy; (c) Automobile Liability coverage with a minimum limit of $1,000,000 per accident; and (d) if required under the applicable CPC: (i) Pollution Liability, including coverage for asbestos abatement, with minimum limits of $1,000,000 per occurrence; (ii) Professional Liability insurance with a minimum limit of $1,000,000; and (iii) Builder’s risk insurance in the amount of the estimated Total Reimbursement Cost to be issued on a replacement cost basis without optional deductibles and will include the interests of Customer, Authority, and the Service Providers. Such insurance shall be maintained until final payment has been made by Customer to Authority. 6.2 Adjustments. The types of insurances required and/or policy limits listed in Sections 6.1 above may be adjusted as Customer and Authority deem appropriate in connection with a specific CPC. The form and sufficiency of each insurance policy required to be obtained hereunder by the Service Provider or Subprovider shall be subject to approval by Authority. Authority shall hold all Certificates of Insurance submitted to the Authority by its Service Providers and Subproviders with respect to any Project implemented under this Master Agreement. 6.3 Customer Insurance Requirements. With specific regard to the ESP equipment, for so long as any portion of Customer’s Short-Term or Long-Term Repayment Obligation, as applicable, remains unpaid, Customer shall procure an all risk policy of insurance which will insure the equipment for full replacement cost value against loss while the equipment is in Customer’s care, custody and control. The insurance policy shall name Authority and the State of New York as additional insured and loss payees, and shall contain a full waiver of subrogation against Authority, its agents, Service Providers, Subproviders and the State of New York. Customer shall also procure a Commercial General Liability insurance policy with minimum limits of $5,000,000 per occurrence for bodily injury and property damage naming Authority and the State of New York as additional insured. In lieu of obtaining all risk and commercial general liability insurance, Customer may request in writing to Authority to self-insure against risk of loss. Authority may approve or deny such request in its sole discreti on. Customer agrees to provide any relevant documents or information requested by Authority in order for Authority to make the determination that Customer has sufficient resources to self-insure. The decision to self- insure will not relieve Customer of any of the obligations imposed herein and shall afford Authority the protection against loss and rights it would have received, if Customer had obtained such policies of insurance. ARTICLE VII WARRANTIES, DAMAGES, LIABILITY, ETC. 7.1 Service Provider’s Warranty Requirements. Authority’s agreements with its Service Providers shall provide that all Work performed will be in workmanlike manner and any materials provided by the Service Providers under the agreements shall be free from any defects. Such agreements shall further provide that any defective Work or materials identified within one (l) year after (i) execution (or deemed execution) by the Parties of a Substantial Completion and Operation Transfer Report or (ii) if no such report must be signed, completion of the Project, shall be promptly corrected, repaired, replaced, re-performed or otherwise remedied by the Service Provider and/or Subprovider(s) at no additional expense to Customer. Authority’s agreements with Service Providers shall also provide that any manufacturers’ warranties for equipment installed at Customer’s Facilities be assigned to Customer. Authority shall have no obligation to assist Customer with any warranty claims against a Service Provider or equipment manufacturer. Customer shall coordinate any warranty claims directly with the respective Service Provider or equipment manufacturer. 7.2 Authority Warranty Disclaimer. THE WARRANTY PROVIDED BY SERVICE PROVIDER AND THE ASSIGNED WARRANTIES OF THE EQUIPMENT MANUFACTURERS ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES. AUTHORITY EXPRESSLY EXCLUDES ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION OR QUALITY NOT EXPRESSLY SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW. NO AFFIRMATION OF AUTHORITY, BY WORDS OR ACTION, SHALL CONSTITUTE A WARRANTY. DESCRIPTIONS, SPECIFICATIONS, DRAWINGS, AND OTHER PARTICULARS FURNISHED TO CUSTOMER ARE ONLY ESTIMATES AND DO NOT CREATE A WARRANTY. 7.3 Projected Energy Savings. Authority and its Service Providers shall use their best efforts to prepare accurate engineering estimates. After energy efficiency Work is completed in Customer’s Facility, it is the intent and expectation of the Parties that Customer’s annual energy usage for that Facility shall not increase above the pre-installation level except due to changes in rates or increases in usage not related to the implementation of the ESP Work. Customer is responsible for providing Authority with accurate information concerning the operation of its Facility. Customer understands that the projected energy savings are based upon such Customer input. It is Customer’s sole responsibility to ensure that the expected energy savings meet Customer’s satisfaction at the time the CPC for a Project is executed. AUTHORITY HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR ANY ENERGY SAVINGS PROJECTED BY AUTHORITY OR OTHERWISE EXPECTED BY CUSTOMER THAT CANNOT BE ACHIEVED. 7.4 Uncontrollable Forces. Authority shall not be responsible for delays or failures in performance resulting from occurrences beyond its reasonable control including, but not limited to, acts of God, strikes, walkouts, acts of war, or any law, regulation, or action of any court or governmental authority, fire, malfunctions in communication lines or computer hardware, power failures, shipping or delivery delays or other events caused by those not party to this Master Agreement (including, without limitation, any Third Parties, and any Service Providers or Subproviders of Authority). In the event Authority or the Service Providers or Subproviders are unable to fulfill any obligations hereunder by reason of such uncontrollable forces, Customer will be notified in writing and the completion dates described in the CPC will be extended by the amount of additional time reasonably necessary to complete the Work. If necessary, Authority will issue a Contingency Work Order or a Change Order, as applicable. 7.5 Damages, Indemnification by Service Provider. (a) Damages. Authority’s agreements with the Service Providers shall include a provision that all damage of whatever nature resulting from the performance of the Work or resulting to the Work during its progress, from whatever cause shall be borne by the Service Provider, and all Work performed shall be solely at the Service Provider’s risk until the Work has been finally inspected and accepted by Authority. The Service Provider, however, shall not be responsible for damages resulting from gross negligence or willful misconduct of officials or employees of Authority or Customer. (b) Indemnification. Authority’s agreements with the Service Providers will include a provision that to the extent permitted by law, the Service Provider shall assume the entire responsibility and liability for and defense of, and pay and indemnify, Authority, Customer, and the State of New York (where a Project undertaken for Customer is located on property of New York State), against any loss, damage, expense or liability and will hold each of them harmless from and pay any loss, damage, cost or expense (including without limitation, judgments, attorney’s fees, and court costs) which Authority, Customer or the State of New York incur because of injury to or death of any person or on account of damage to property, or any claim arising out of, in connection with, or as a consequence of, the performance of the Work and/or any act or omission of the Service Provider or any of its Subproviders, employees, agents or anyone directly or indirectly employed by the Service Provider or anyone for whose acts the Service Provider may be liable. 7.6 Limitation of Authority’s Liability. (a) Obligation to Exhaust Remedies against Service Provider. In the event of any alleged Authority liability to Customer, Customer shall first pursue and exhaust all remedies in law against the Service Providers and Subproviders and under the insurance identified in Article VI above and carried by the Service Providers and Subproviders before making any claim or taking any action against Authority. (b) Exclusion of Indirect, Incidental, Consequential Damages. To the fullest extent permitted by law, Authority shall not be liable to Customer, for any indirect, special, incidental, or consequential damages of any kind (including without limitation, any loss of property or equipment, loss of profits or revenue, loss of use of equipment or power systems, cost of capital, cost of purchased or replacement power or temporary equipment, including additional expenses incurred in using existing facilities) related to or arising in connection with this Master Agreement or any other Transaction Document executed in connection herewith, regardless of the form of action (whether in contract, tort or otherwise), even if Authority has been advised of the possibility of such damages. (c) Total Liability Cap. The Parties agree that in no event shall Authority’s total liability (whether in contract, tort or otherwise) for all claims relating to a Project exceed the Total Reimbursement Costs for such Project set forth in the respective CPC. (d) No Limitation of Service Provider/Subprovider Liability. Nothing in this Section 7.6 shall be construed as limiting the liability of a Service Provider or Subprovider to Authority or Customer in connection with the performance of such Service Provider’s or Subprovider’s Work on Customer’s premises. (e) Customer agrees that in no case will it seek to enforce its claims for any remedy under this Master Agreement by withholding payments due under any other agreements with the Authority, or its assignees, including but not limited to any amendment to this Master Agreement, a CPC, or separate financing agreement to satisfy the Customer’s Short- or Long- Term Repayment Obligation. 7.7 Customer’s Responsibility for Project Equipment and Performed Work. Upon delivery at Customer’s Facility, Customer shall be responsible for all damage to all Project materials, supplies and equipment of every description and all Work performed at Customer’s site unless such damages are caused by Authority or its Service Providers or Subproviders. ARTICLE VIII INTELLECTUAL PROPERTY RIGHTS 8.1 Intellectual Property; Proprietary Information. (a) Intellectual Property Rights. Neither Party shall acquire, directly or by implication, any ownership of any Background Intellectual Property Rights of the other Party. Each Party shall retain title to any Intellectual Property Rights developed, authored, conceived or reduced to practice independently and solely by that Party during the performance of this Master Agreement without the other Party’s Background Intellectual Property Rights. Notwithstanding any of the foregoing, it is agreed by the Parties that Authority shall be the sole owner of all Intellectual Property Rights related to any Project which is jointly developed, invented or otherwise generated during the performance of this Master Agreement or any Transaction Document. (b) Work Product; Proprietary Information. Unless and until Customer has repaid its Short-Term or Long-Term Repayment Obligation, as applicable, the Facility data, evaluations, design and other information produced by Authority or its Service Providers in connection with a Project shall be the property of Authority. Customer shall have the right to use any such proprietary information for the maintenance of Project installations in its Facilities. Upon payment in full by Customer, such information shall become the property of Customer. Any information identified as confidential which is exchanged by Authority and Customer shall be duly protected by the recipient to the extent permitted by law. It is understood that the Public Officers Law and other statutes and regulations regarding Freedom of Information may require the disclosure of information in certain situations. ARTICLE IX TERM AND TERMINATION 9.1 Term. This Master Agreement shall end on the tenth anniversary of the date first shown in the preamble above unless earlier terminated in writing by either Party in accordance with the terms of this Master Agreement. 9.2 Termination of Master Agreement. Unless otherwise provided in this Master Agreement, either Authority or Customer may terminate this Master Agreement at any time upon one hundred twenty (120) days’ prior written notice to the other Party. 9.3 Pending Projects. Authority and Customer acknowledge that a Project implemented pursuant to a CPC executed during the Term of this Master Agreement may extend beyond the expiration or early termination of this Master Agreement. Provided that the Project was commenced pursuant to a CPC that was executed during the Term of this Master Agreement, then this Master Agreement will be extended, as it applies to such CPC only and for the sole purpose of completing the Project. The Project implemented pursuant to such CPC may continue until completed or otherwise terminated earlier pursuant to the terms and conditions of this Master Agreement. 9.4 Extension. This Master Agreement may be renewed at the end of the current term for an additional period, such additional period not to exceed a period equal to the original Term, to be mutually determined by the Parties in writing and signed by an authorized officer or designee of Authority and Customer. ARTICLE X GENERAL OBLIGATIONS OF THE PARTIES 10.1 Authorized Representatives. (a) Customer’s Authorized Representative. For each Project, Customer shall designate a Customer’s Authorized Representative and shall inform Authority in writing accordingly. If Customer desires to change its Customer Authorized Representative, it must notify Authority in writing (in accordance with notice requirements set forth herein) at least five (5) business days prior to such change. Customer’s Authorized Representative shall coordinate the Project on behalf of Customer and assist Authority and the Service Providers and Subproviders with the implementation of the Project in the selected Facilities of Customer. Customer’s Authorized Representative shall be responsible to obtain all necessa ry approvals, authorizations, and signatures of Customer with respect to any CPC, Change Order, Final CPC and other Transaction Document. (b) Authority’s Authorized Representative. For each Project, Authority shall designate an Authority’s Authorized Representative and shall inform Customer accordingly. Authority’s Authorized Representative shall coordinate the Project on behalf of Authority and communicate with Customer. Authority will inform Customer of any changes to its Authorized Representative. 10.2 Authority Obligations. With respect to any Authority Implemented Work, Authority shall comply with the following: (a) Reporting and Information. Authority shall keep Customer informed as to the progress of the Work and shall provide Customer with periodic reports o f all activities by the Service Providers and Subproviders at Customer’s Facilities. Authority and its Service Providers shall meet with representatives of Customer upon reasonable notice to discuss any matters concerning the Projects. (b) Permits, Licenses, Authorizations. Authority shall require that the Service Providers and Subproviders obtain and maintain all permits, licenses and authorizations required to perform the Work in Customer’s Facilities and that they will comply with all applicable local, state and federal laws, guidelines and regulations, including applicable local, state and federal building, fire and electrical codes and standards. Any costs associated with permits and licenses that must be obtained by Service Provider or Subprovider for a specific Project will be reflected in the Total Reimbursement Costs. Notwithstanding the foregoing, neither Authority nor Service Provider (or Subprovider) shall be responsible for closing out open permits obtained by Service Provider (or Subprovider) due to existing deficiencies or code violations in Customer’s Facility which are outside the Project scope. (c) Service Provider/Subprovider Performance. Authority shall require its Service Providers and Subproviders to comply with regulations governing access to and performance of the Work in the selected Customer Facilities and to perform such Work in such a manner as not to unreasonably interfere with Customer’s business at the Facilities. Authority shall also require its Service Providers and Subproviders to comply with Customer’s operational and safety requirements, which in certain instances may require substantial supervision and control over the site by Customer. (d) Records. Authority’s Service Providers shall maintain accurate records of Project Work for a period of six (6) years after completion of a Project. 10.3 Customer Obligations. With respect to any Project entered into in connection with this Master Agreement, Customer shall have the following rights and obligations: (a) Right to Inspect. Customer and Customer’s Authorized Representative may observe and inspect all Work in any of Customer’s Facilities and shall have the right to attend all Project job meetings, upon written notice of its intent to attend a particular meeting. (b) Attendance at Meetings. Upon reasonable request and notice from Authority or Service Provider, Customer shall attend meetings scheduled by Authority or Service Provider to discuss any Project-related matters. (c) Site Rules and Regulations. Customer must promptly notify Authority of any site specific construction, safety, technical or other requirements and restrictions related to its Facility(ies) prior to the start and during the Project. If Customer becomes aware of any defect in the Work or any failure of Authority or the Service Provider or Subprovider to meet the respective Project requirements, the Customer shall give prompt notice to Authority. (d) Access. Customer shall provide Authority and its Service Providers safe, proper and timely access to the Facility as necessary to perform the Work. Upon Authority’s request, Customer’s Authorized Representative will accompany Authority and its Service Providers to Customer Facilities. Customer shall promptly provide verbal and written notice of limitations or changes in site access. (e) Permits and Licenses. (i) Customer shall provide Authority or Service Provider with such assistance (including, but not limited to, all necessary information requested by Service Provider) as may be required for Authority or Service Provider to obtain all permits, licenses and authorizations necessary to perform the Work in accordance with all applicable local, state and federal laws, regulations, codes and standards applicable to the Facility. (ii) Customer shall be responsible and shall hold all licenses, permits, authorizations and regulatory approvals necessary for the lawful conduct of its business as presently conducted, and shall comply with all applicable statutes, laws, ordinances, rules and regulations of all governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over it, with respect to any part of the conduct of its business and corporate affairs. (f) Project Equipment. As long as Customer’s Short-Term or Long-Term Repayment Obligation, as applicable, remains outstanding, (i) Customer will keep all Project- related equipment free from any and all new liens, claims, encumbrances, and the like; (ii) Customer will not grant a new security interest in such equipment to any party without the prior written consent of Authority; (iii) the equipment will remain at the Facility site as designated in a CPC; (iv) Customer will not sell, offer for sale, transfer, or dispose of such equipment without notice to Authority; (v) Customer will not use or permit any person to use the equipmen t in a manner prohibited by law or in a manner which would void any manufacturer’s warranty; (vi) Customer agrees to maintain the equipment in good order and repair at all times, and will not waste or destroy the equipment or any part of it; and (vii) Cust omer will keep the equipment insured in accordance with the requirements set forth in Section 6.3 hereof. (g) Coordination. Customer shall be responsible for facilitating coordination with Third Parties as required. Furthermore, Customer shall promptly resolve any disputes or issues that arise with any Third Parties. Customer shall be responsible for any changes to the Project schedule, the scope of Work and/or the Total Reimbursement Costs resulting from any delays due to unresolved disputes or issues with Third Parties pursuant to Section 2.6 hereof. (h) Review and Approval. Customer will promptly review any documents submitted to it by Authority requiring Customer’s decision and shall render any required decision pertaining thereto without undue delay. (i) Assistance; Timely Performance. Customer shall cooperate with Authority and its Service Providers and Subproviders and provide Authority with such other assistance as necessary to facilitate the performance of the Work. Customer shall perform all obligations set forth in this Master Agreement and any other Transaction Document in a timely manner so as to permit the orderly progress of the Projects. Authority shall not be responsible for any Project delays due to Customer’s non-compliance with its obligations set forth herein or in a Transaction Document. ARTICLE XI DATA USAGE 11.1 License. Customer grants to the Authority a perpetual, non-exclusive, irrevocable, royalty-free, transferable, sublicensable license to use the Data for any and all purposes permitted by law, including without limitation, the purpose of: (i) providing Electric Service, Energy Services and New York Energy Manager, including a right to store, record, backup, transmit, maintain, display and use or process Data, (ii) creating Processed Data, and (iii) any purpose of the Authority. 11.2 Limitations. To the extent permitted by law, the Authority may share the Data (whether or not aggregated or anonymized) with energy or utility industry organizations, educational and/or research institutions or laboratories, other distribution utilities, and similar organizations, for any purpose, including without limitation, to conduct energy-related studies, to analyze new services, to evaluate traffic on the grid, etc. 11.3 Processed Data Ownership. The Authority shall be the sole owner of all right, title and interest in and to the Processed Data, and reserves all rights, title and interest in and to the Processed Data, including all related intellectual property rights; and makes no representation with respect to the sharing of Processed Data. ARTICLE XII MISCELLANEOUS 12.1 Disputes. In the event of any dispute regarding ESP Work at any Customer Facility, Work there may be suspended by Authority until the matter is resolved to the mut ual satisfaction of the Parties in accordance with the procedures set forth in Section 12.2 hereof. In the event the Parties are unable to resolve any such dispute after good faith efforts, the Work at that Facility shall terminate and Authority shall issue a Final CPC as provided in Section 3.4(d) hereof. 12.2 Dispute Resolution. The Parties shall use good faith efforts to settle promptly all disputes arising under this Master Agreement or in connection with any ESP Work. In the event that any dispute, including but not limited to a billing dispute, a dispute regarding the quality of the Work, or a dispute regarding the interpretation of this Master Agreement, arises and cannot be resolved in the normal course of business by operating personnel within twenty (20) days after commencement of a dispute, either Party may give the other Party formal notice of the dispute in accordance with the notice requirements set forth herein. In the event that such notice is given, the Parties shall attempt to resolve the dispute by negotiation between representatives who have the necessary authority to resolve the dispute in question. Within twenty (20) days after delivery of the notice, the receiving Party shall consider all information relevant to the dispute and shall submit to the other Party (in accordance with the notice requirements set forth herein) a proposal for resolution. Thereafter, the representatives shall confer in person or by telephone, promptly and no later than five (5) days after receipt of the proposal for resolution, to attempt to resolve the dispute. All reasonable requests for information by one Party to another Party will be honored. To the extent that disputes are not resolved pursuant to this process, the Parties reserve all rights under law or equity to seek and pursue remedies through the judicial process. 12.3 Publicity . (a) Signage. The parties agree that Authority may, at no cost to Customer, install and maintain publicity signage at or in the vicinity of a Project. Customer will cooperate with Authority, and/or any third-party vendor designated by Authority, by timely responding to any questions regarding the design, manufacture, installation and maintenance of the signage. Customer will provide ordinary maintenance to the signage and promptly notify Authority after Customer becomes aware of any damage that may occur to the signage. The publicity signage may highlight the Project, any Authority or New York State program or other initiative and the identity of the parties supporting the Project, including those parties’ respective logos. Upon written notice from the Customer the Authority will remove the signage. 12.4 Notices. All notices permitted or required hereunder or in connection with any Transaction Document shall be in writing and transmitted either: (i) via certified or registered United States mail, return receipt requested; (ii) by personal delivery; (iii) by expedited delivery service; or (iv) by e-mail (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sender). Such notices shall identify the Master Agreement and the Transaction Document to which it relates, and be addressed as follows or to such different addresses as the Parties may from time - to-time designate in accordance herewith: To Authority: NEW YORK POWER AUTHORITY STRATEGIC SUPPLY MANAGEMENT Name: John Canale Title: Vice President, Strategic Supply Management Address: 123 Main Street, 5th Floor, White Plains, NY 10601 E-Mail Address: john.canale@nypa.gov 2020 MCRA STATEWIDE v.0 Page 25 of 28 with a copy to: NEW YORK POWER AUTHORITY LAW DEPARTMENT Name: Debra Hopke, Esq. Title: Principal Attorney Address: 123 Main Street, 9th Floor, White Plains, NY 10601 E-Mail Address: debra.hopke@nypa.gov To Customer: TOWN OF IRONDEQUOIT Name: Andrew Dean Title: Town Attorney Address: 1280 Titus Avenue, Rochester, NY 14617 E-Mail Address: adean@hselaw.com Any such notice shall be deemed to have been given either at the time of personal delivery or, in the case of expedited delivery service or certified or registered United States mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of email, upon confirmed receipt. The Parties may, from time to time, specify any new or different address in the United States as their address for purpose of receiving notice under this Master Agreement (and any Transaction Document) by giving fifteen (15) days written notice to the other Party sent in accordance herewith. The Parties agree to mutually designate individuals as their respective representatives for the purposes of receiving notices under this Master Agreement. 12.5 No Waiver. The failure of any Party to insist upon strict adherence to any term of this Master Agreement or any Transaction Document executed in connection herewith on any occasion shall not be considered a waiver nor deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Master Agreement. 12.6 Assignment. This Master Agreement and any Transaction Document executed in connection herewith may not be assigned, transferred nor conveyed by either Party without the prior written consent of the other Party. Any attempted assignment, transfer or conveyance without such consent shall be entirely void ab initio and have no force or effect. 12.7 Governing Law; Venue. This Master Agreement (and any Transaction Document executed in connection herewith) and any and all disputes arising in connection herewith (whether in contract, tort or otherwise) shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any jurisdiction other than New York. Any action at law, or in equity, for the enforcement of this Master Agreement (and any Transaction Document executed in connection herewith) or any dispute arising in connection herewith shall be instituted only in a court of competent jurisdiction located in the County of Albany, State of New York or in the County of Monroe, State of New York. 12.8 No Third Party Beneficiaries. Nothing contained in this Master Agreement shall, directly or indirectly, create a contractual relationship with, or give any claim or right of action in favor of, any third party (including, without limitation, any Service Provider or Subprovider) against Authority. 12.9 Severability. The invalidity or unenforceability of any provisions of this Master Agreement or of any Transaction Document executed in connection herewith shall not affect the validity or enforceability of any other provisions of this Master Agreement or Transaction Document, as applicable, which other provisions shall remain in full force and effect. 12.10 Survival of Provisions. The articles that contain provisions related to the following will survive the expiration, termination or completion of this Master Agreement: Conflict and Order of Precedence; Recovery of Costs and Repayment Obligation, Warranty, Damages, Liability, Ownership of Installed Work and Intellectual Property, Publicity; and Governing Law, Venue. 12.11 Not Construed Against Drafter. Authority and Customer acknowledge that they have read this Master Agreement, have had the opportunity to review it with an attorney of their respective choice, and have agreed to all its terms. Under these circumstances, Authority and Customer agree that the rule of construction that a contract be construed against the drafter shall not be applied in interpreting this Master Agreement and that in the event of any ambiguity in any of the terms or conditions of this Master Agreement, including any exhibits or schedules hereto, such ambiguity shall not be construed for or against any Party hereto on th e basis that such Party did or did not author same. 12.12 Headings. The articles and section headings contained in this Master Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Master Agreement. 12.13 Counterparts. This Master Agreement may be executed in counterparts via inked signature or electronic mark, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The fully executed Master Agreement m ay be delivered using pdf or similar file type transmitted via electronic mail, cloud based server, e- signature technology or other similar electronic means. (SIGNATURE PAGE FOLLOWS) 2020 MCRA STATEWIDE v.0 Page 27 of 28 IN WITNESS WHEREOF, the parties hereto have duly executed this Master Agreement as of the effective date first written above. POWER AUTHORITY OF THE STATE OF TOWN OF IRONDEQUOIT NEW YORK By: _______________________________________ By: Name: John Canale Name: David Seeley Title: Vice President, Strategic Supply Management Title: Town Supervisor Date: Date: EXHIBIT A STATEWIDE COMPENSATION SCHEDULE As compensation for services rendered by the Authority under the Master Agreement, the Customer will pay the Authority Program Fee as set forth below. A. CAPITAL PROJECTS I. AUTHORITY PROGRAM FEE For Capital Projects, the Authority Program Fee is calculated as a percentage of the cumulative sum of all costs related to a Project, including, but not limited to all Material Costs; Labor Costs; Service Provider Fees; the amount of the Project Contingency applied as a Project cost; and other Project -related costs and expenses. The Authority Program Fee is in addition to all such costs related to a Project. The Auth ority Program Fee percentage will be fixed upon execution of the CPC for the installation phase. 1. Authority Program Fee when Service Provider performs Work The following table sets forth the Authority Program Fee where the Authority delivers a Project using one or more Service Providers to perform turnkey projects (audit, design, construction management and/or installation). Project Size (in millions) Authority Program Fee $0 - $3M 12.5% $3M - $6M 12.0% $6M - $12.5M 11.5% $12.5M - $40M 11.0% $40M - $60M 10.5% > $60M 10.0% Exceptions to the above pricing may include projects delivered under Authority programs such as street lighting, electric vehicles, operations & maintenance, direct install and New York Energy Manager. Authority Program Fee exceptions will be documented in the CPC or other separate document. 2. Authority Program Fee when Authority and Service Provider perform Work The following table sets forth the Authority Program Fee where the Authority will be performing design and construction management with its own forces using one or more Service Providers to perform installation. If the Authority procures material directly in lieu of using one of its Service Providers, there will be an additional Material Handling Fee of 1.5% charged on the Material Cost of the Project. Page 1 of 3 Project Size (in millions) Authority Program Fee $0 - $3M 27.5% $3M - $6M 27.0% $6M - $12.5M 26.5% $12.5M - $40M 26.0% $40M - $60M 25.5% > $60M 25.0% 3. Authority Program Fee when Authority provides Audit Services Only The Authority Program fee for providing Audit services not contemplated as part of a full project (i.e. design, construction management and/or installation) is calculated as twenty-five percent (25%) of the costs related to the Audit. II. MILESTONE PAYMENTS To the extent applicable, the Authority Program Fee will be paid on milestones as detailed in the CPC or as otherwise mutually agreed upon. . AUTHORITY FEE IN THE EVENT OF PROJECT TERMINATION 1. Termination at or after Audit Phase If a Project is terminated at or after the audit phase, but prior to moving forward with any design or implementation, the Authority’s Program Fee is calculated as twenty-five percent (25%) of the actual reasonable costs associated with such audit. 2. Termination during Design, Procurement or Installation Phase If a Project is terminated in whole or part during the design, procurement or installation phase, the Authority’s Program Fee for the Project will be the cumulative percentage value at the current miles tone (as if it had been achieved) and calculated based on the estimated Project costs, including, but not limited to all reasonable Material Costs; Labor Costs; Service Provider Fees; the amount of the Project Contingency applied as a Project cost; and other Project-related costs and expenses, including interest up through the current milestone (as if it had been achieved). For the purposes of calculating the Authority’s Program Fee, the then current milestone is assumed complete once the Project is canceled. Page 2 of 3 The following table sets forth the Authority Program Fee percentage segmented by milestone. Milestone % of Authority’s Program Fee Cumulative Authority Program Fee Percentage 30% Design 10% 10% + (audit cost) 90% Design 15% 25% + (audit cost) 100% Design & Bidding 15% 40% + (audit cost) Construction CPC Preparation 10% 50% + (audit cost) Construction (25% completion) 10% 60% + (audit cost) Construction (50% completion) 15% 75% + (audit cost) Construction (75% completion) 15% 90% + (audit cost) Construction (100% completion) 10% 100% + (audit cost) B. ADVISORY SERVICES PROJECTS I. AUTHORITY PROGRAM FEE The Authority Program Fee for the Advisory Services will be calculated according to one of the following methods as set forth in the CPC for the Project: Time and Materials: The Authority’s Program Fee maybe based on reasonable actual time and cost of material incurred by Authority or its Service Providers in connection with a Project based on rates defined in the Project CPC. Lump Sum: The Authority’s Program Fee may be based on the percentage complete of a lump sum or milestones defined in the Project CPC. Unit Price: The Authority’s Program Fee maybe based on the unit prices defined in the Project CPC. Percent of Materials and Labor: The Authority’s Program Fee maybe based on a percentage of Service Provider Material Costs and Labor Costs as defined in the Project CPC. Other Mechanisms: The Authority’s Program Fee may be based on an evolving cost recovery mechanisms not defined in this Master Agreement. If other mechanisms are selected, the Authority’s Program Fee will be based on mutual Authority and Customer agreement and will be defined in the Project CPC. II. PROJECT TERMINATION If a Project is terminated in whole or part prior to completion of a Project, the Authority’s Program Fee will be based on the Project costs incurred and any applicable fees earned by Authority up until the date of termination, plus any interest costs incurred. For the purposes of calculating the Authority’s Program Fee, as applicable, the then current milestone is assumed complete once the Project is canceled. * * * * * * EXHIBIT B CAPITAL PROJECT TERMS AND CONDITIONS 1. Application. In addition to the terms and conditions set forth in the main body of this Master Agreement, these Capital Project Terms and Conditions shall apply to all Capital Projects provided by Authority or Service Provider to Customer under the Master Agreement. 2. Capital Project Services. Capital Projects are generally delivered through the services of qualified installation Service Providers or Subproviders under contract with the Authority. Capital Project services may include any or all of the following services (as more fully described below): audit, design, construction management, equipment procurement, installation, commissioning, disposal of Waste, financing and other Project related services required to install a Project. 3. Audit. (a) Scope. After Customer has identified potential Projects for Authority’s and Customer’s consideration, Customer may request that Authority perform an audit of the Facility. The audit will help identify opportunities for implementing ESP measures and will be scheduled by Customer’s Authorized Representative and/or the appropriate Facility manager. The scope of the audit will be set forth in a CPC which shall be executed by an authorized officer or designee of Authority and Customer prior to commencement of any audit Work. In some instances, the audit will involve a complete inventory of the systems which are currently used in normal operation, while in others a more targeted approach will be taken. The audit may also include an analysis of whether hazardous materials and Waste related to those systems are likely to be present or generated as a result of installing a Project. (b) Audit Report. Based upon the results of the audit, a written report will be furnished to Customer. The report will include an estimate of the Total Reimbursement Costs as well as estimates of the potential Total Annual Energy Savings and environmental or sustainability benefits, as applicable, that Customer can reasonably expect through implementation of the recommendations made in the report. If, after analysis of the report by Authority and Customer, Authority, in its sole discretion, determines that the Project either (1) does not meet Authority’s eligibility criteria, or (2) is not appropriate at such Facility, activity there will cease. (c) Deferment of Total Reimbursement Costs for Audit Work. Upon completion of the audit Work, if Customer and Authority decide to proceed to the next phase, Customer and Authority will execute a CPC reflecting the scope of such next Project phase. By executing the CPC, Customer acknowledges its concurrence with the audit results. Subject to Authority’s approval, Customer may request that payment of the Total Reimbursement Costs for the audit Work, be deferred and included in the Total Reimbursement Costs of the CPC for the next Project phase. 4. Project Design. (a) General. If agreed upon by the Parties in a CPC, Authority shall prepare a Project design. Customer will be asked to review all aspects of the design and specifications. Where deemed appropriate by Authority and Customer, the Service Provider will arrange for geotechnical surveys (i.e., soil tests, borings, and related evaluations), surveys of the site (i.e., to determine physical characteristics of the site, such as utility locations), and/or demonstration installations (i.e., the installation of sample lighting fixtures or other equipment) of selected measures in Customer’s Facility, all at Customer’s sole risk. (b) Milestones and Milestone Completion Reports. Authority will submit the Project design documents to the Customer at 30%, 60%, 90% and “final” design milestones, or according to the milestone schedule set forth in the respective CPC. Upon completion of each design milestone, Customer and Authority (or their duly authorized representatives) shall promptly review the design Work, or applicable portions thereof and Customer and Authority shall jointly sign a Milestone Completion Report. It shall be Customer’s responsibility to determine that the proposed design meets Customer’s needs. (c) Deferment of Total Reimbursement Costs for Design Work. Unless otherwise set forth in the CPC for a Project, Authority may invoice the Customer for the Total Reimbursement Costs for the performed design Work through the milestone(s), if any, set forth in the CPC (plus any Total Reimbursement Costs incurred during the audit, if such costs were deferred and rolled over). Customer may request payment deferral if Customer approves Authority to proceed to the next milestone or the next Project phase. With Authority’s approval, Customer’s Short-Term Repayment Obligation will be deferred and rolled into the next milestone invoice, or at design completion, become part of the Total Reimbursement Costs of the CPC for the next Project phase. (d) Ownership of Design Work Upon Early Termination. If Customer terminates the design Project prior to its completion, upon receipt of Customer’s final payment, Authority will deliver to Customer all design plans and documents completed through the date of termination. Customer’s use of such design plans and documents will be subject to any copyrights of the Authority and/or the designer. By using any incomplete or unfinished design plans and/or documents that have not been sealed with the licensed design professional’s stamp upon delivery to Customer, Customer accepts full and complete responsibility for such design and further agrees to hold Authority harmless from its use of such incomplete or unfinished design plans and/or documents. 5. Procurement. After Authority and Customer agree on the Project’s design and technical specifications, Authority or the Service Provider will competitively solicit, using the Authority’s procurement guidelines and pursuant to applicable law, bids for the Work as set forth in the design documents. The resulting final design, specifications and bid price shall be incorporated into a CPC for the Project. Authority’s contracts with its Service Providers will require compliance with the Authority’s guidelines regarding the competitive solicitation of the services of Subproviders for Customer’s Facilities, including the selection of minority and women-owned business enterprises. The services of Subproviders and equipment procurement will be obtained through a competitive bid process conducted by the Service Provider with Authority oversight. In the event Customer decides not to proceed with the installation Project, Customer shall reimburse Authority for the costs of any Work undertaken by Authority and/or its Service Provider in connection with the procurement process and the associated cost and expense of same. 6. Installation. (a) General. After Authority and Customer have entered into a CPC for installation Work, the Service Provider and/or its Subproviders will perform the Work pursuant to the design and technical specifications set forth in such CPC. (b) Substantial Completion and Operation Transfer Report. After Customer has inspected, tested and accepted the Project equipment, or portion thereof, installed by the Service Provider, the Parties will execute a Substantial Completion and Operation Transfer Report for the completed portion of the Work signifying (i) that Customer accepts responsibility for operation and maintenance of the installed equipment, (ii) that the Project, or specified portion thereof, is substantially complete, and (iii) the commencement of any warranty period. (c) Final Inspection Report. Upon completion of the Work, Customer and Authority (or their duly authorized representatives) shall promptly inspect the entire Facility, or applicable portions thereof. Authority or its Service Providers will confirm that the Work has been satisfactorily completed according to the provisions of this Master Agreement and the applicable CPC. Authority and Customer shall jointly sign a Final Inspection Report. 7. Maintenance and Post-Installation Audit. Authority will provide Customer with information regarding the maintenance of Project installations and recommendations for appropriate replacement equipment to be used in those installations to facilitate p roper usage and, if applicable, energy savings at Customer’s Facilities. After the Project installations are completed, Customer shall use reasonable efforts to see that such maintenance and materials instructions are followed at its Facilities. While any portion of the Customer’s Short -Term Repayment Obligation remains outstanding, Authority may, upon reasonable notice to Customer, audit installations in Customer’s Facilities to evaluate compliance with such maintenance and materials instructions. 8. Project Closeout for Capital Projects. Notwithstanding the terms set forth in the CPC or Final CPC, the Customer shall, within the time specified in the Final CPC, but not later than the Short-Term Repayment Obligation Maturity Date, (a) repay the Short-Term Repayment Obligation from its own sources or (b) repay the Short-Term Repayment Obligation with the proceeds of a Long-Term Repayment Obligation separate contract. The Customer shall make payment of any remaining balance of the Short-Term Repayment Obligation that is not repaid by such financing upon receipt of the Authority’s invoice and in accordance with the terms of this Master Agreement. The Short Term Repayment Obligation, as set forth in the Final CPC, shall include the Authority’s estimate of Short - Term Interest to be accrued between the issuance of the Final CPC and Short-Term Repayment Obligation Maturity Date. 9. Authority Obligations. In addition to the obligations otherwise set forth herein and the respective CPC, Authority shall require the Service Provider to adhere to the Project’s designand technical specifications as set forth in the CPC and minimize any interference with the normal operations at Customer’s Facility. 10. Customer Obligations. In addition to the obligations otherwise set forth herein and the respective CPC, Customer shall promptly review all completed installations. Customer shall review and approve, as may be required, any corrective or restoration Work resulting from improper work by the Service Provider. 11. Customer-Supplied Equipment and/or Work. Customer and Authority may agree in the CPC for the provision of Customer materials and/or completion of Customer work in connection with a Project, independent of Authority. If so, then Customer shall be responsible for any changes to the Project schedule, scope of Work or any increase in the Total Reimbursement Costs caused by Customer due to non-delivery of Customer materials or non- or late performance of Customer work and Authority shall issue any necessary Contingency Work Order or Change Order, as applicable. Authority may suspend its Work on the Project until Customer approves such Change Order. Furthermore, if the Customer does not meet the Project schedule with respect to Customer materials and/or Customer work, Authority has the right to terminate the Project if the delay is not cured within fifteen (15) days of written notice thereof by Authority to Customer and turn it over to Customer for completion without any liability on the part of Authority. * * * * * * EXHIBIT C ADVISORY SERVICES TERMS AND CONDITIONS 1. Application. In addition to the terms and conditions set forth in the main body of this Master Agreement, these Advisory Services Terms and Conditions shall apply to all Advisory Services Projects provided by Authority or Service Provider to Customer pursuant to the Master Agreement. 2. Advisory Services. Upon Customer’s request, Authority may provide any or all of the Advisory Services described below. Advisory Services may be provided by Authority employees and/or Service Providers with expertise in the area as determined by Authority. Authority and Customer will cooperate in good faith during the performance of such Advisory Services. 3. Description of Services (a) Review. Review of information provided by the Customer regarding, among other things, Customer’s site conditions, future plans for modifications to facilities, operations and/or usage, historical utility data, any relevant strategic plans or initiatives, and other relevant requirements that are specific to Customer. (b) Meetings. Participate in meetings and conference calls as mutually agreed upon by the parties as being in the best interests of the Project or as otherwise detailed in the Customer Project Commitment. (c) Site Observations. Observe Customer’s facilities, physically or remotely via electronic means as determined by the Authority to assess the condition of existing equipment and physical site conditions. (d) Analysis. Analyze data presented by Customer and/or collected by or on behalf of the Authority. Outreach to appropriate third parties as necessary to coordinate and/or collect additional data. (e) Advice and Guidance. Deliver oral or written advice, guidance and other recommendations communicated via in person meetings, telephone conversations, or correspondence. (f) Deliverables and Reports. Prepare reports, memorandums, and other documents that memorialize the advice, guidance and recommendations delivered to the Customer and support the Customer’s underlying project, where applicable. The foregoing descriptions are given by way of example and not by way of exclusion. Advisory Services may include services that have not yet been developed or approved by Authorityto date, provided such services are described in a CPC signed by both Parties to this Master Agreement. 4. Further Assistance; Information. In addition to the obligations set forth herein and the respective CPC, Customer shall provide Authority and/or Service Providers with such assistance as may be required to perform the Advisory Services. This may include, but is not limited to, providing access to the Customer’s Facility(ies), information such as historical utility data, maintenance logs, existing feasibility studies, reports, equipment drawings or any other information or services reasonably requested by Authority and/or Service Providers. * * * * * * Signature: Signature: Email: Email: Title: Title: Company: Company: Page 2 of 2 March 11, 2021 David Seeley - Supervisor Town of Irondequoit 1280 Titus Avenue Rochester, 14617 RE: Energy Services Program Authorization to Proceed with turn-key street light project Town of Irondequoit – LED Street Lighting Dear Mr. Seeley: The New York Power Authority (NYPA) is excited to support the Town of Irondequoit in identifying and implementing a comprehensive street lighting upgrade. Improving the existing street lights is a widely used and effective strategy to achieve the goal of reducing energy consumption, lowering utility costs, and improving light quality throughout the community. Consistent with the Master Cost Recovery Agreement, NYPA provides a turn-key solution to upgrade the Town of Irondequoit’s existing street lights to energy efficient LED technology. NYPA is pleased to offer these services to replace approximately 2,121 existing street light fixtures with new high efficient LED technology. By signing below, the Town of Irondequoit authorizes NYPA to proceed with the full turn-key solution of the LED streetlighting project, which can include the final design report, conducting bids for materials and installation labor, providing construction management, and the commission the final project. When the design and bidding are completed, you will receive an Initial Customer Project Commitment (ICPC) for your review and signature. At this point, if you choose to proceed to project implementation all development costs will be rolled into the overall project. Conversely, should you decide not to proceed with the implementation of the project, the Town of Irondequoit agrees to reimburse NYPA for all costs incurred up to the termination date for the development, design and bidding of the project. The cost of developing the design and for bidding the materials and labor will be determined during the next phase. NYPA will be fully transparent through this process and provide complete documentation as to how it determined all project costs. By signing below, affirm that you agree to these conditions: PAGE 2 AUTHORIZATION TO PROCEED Joseph Rende David Seeley (Name, printed) Senior Director, Clean Energy Solutions (Name, printed) Town Supervisor (Title) (Title) (Signature) (Signature) (Date) (Date)