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2025_04_16 Town Board Meeting Packet
w 11) rri H FOUNDED 1661 Town of Mamaroneck Town Board Agenda Wednesday, April 16, 2025 All Work Sessions and Regular Meetings are open to the public. Page 5:00 PM THE TOWN BOARD WORK SESSION The Work Session will convene in Conference Room A located on the Second Floor at the Town Center. WORK SESSION ITEMS 1. Discussion - Library Budget 5 - 8 Library Budget FY25-26 2. Discussion - Kevin Dwarka & Rich Bamberger 3. Discussion - Title VI Plan Approval 4. Discussion - Updated EV Charging Station Proposals - NYPA DCFC Level 3 9 - 63 Site & Revised Level II Charging Stations for Westchester County Municipal Infrastructure Improvement Initiative ("M13") EV Charging Station Proposals NYPA DCFC Level 3 Site & Revised Level 11 Charging Stations for Westchester County Municipal Inf- Pdf 5. Discussion - Westchester Power Program 2025 Memorandum of 64 - 113 Understanding and Electric Service Agreement Westchester Power Program Renewal - 2025 Memorandum of Understanding & Electric Service Agreement - Pdf 6. Discussion - SEQRA Review of Proposed Partial Demolition of Incinerator 114 - 126 Building SEQRA Review of Proposed Partial Demolition of Incinerator Building - Pdf 7. Discussion - 2025 Bond Resolution Summary Report 127 - 132 2025 Bond Resolution Summary Report - Pdf 8. Discussion - 2025 Capital Budget Amendments 133 - 136 2024 Capital Budget Amendments - Pdf 9. Request for Executive Session 10. Updates 11. Changes to Regular Meeting Agenda 8:00 PM TOWN BOARD REGULAR MEETING The Town Board meeting will convene in the Courtroom Located on the second Page 1 of 386 floor of the Town Center. The Public is able to view the meeting on cable access television (Optimum 76/ Fios 35) or on LMCMedia.org CALL TO ORDER SUPERVISOR'S REPORT PUBLIC HEARING(S) 1. Public Hearing on "Reducing Speed Limit on Harrison Drive" Law 137 - 139 Legal Notice for 2025-04-16 PH Harrison Drive 2025-3-07- LL speed limit Harrison Dr RESIDENT COMMENTS STAFF COMMENTS/ PRESENTATIONS 1. Presentation - The Honorable Congressman George Latimer BOARD OF FIRE COMMISSIONERS 1. Call to Order 2. Fire Claims 4-16-25 140 - 142 Fire Claims 3-19-2025 - Pdf 3. Fire Report 4. Other Fire Department Business AFFAIRS OF THE TOWN OF MAMARONECK 1. Consideration of - Title VI Plan Approval 2. Consideration of - Updated EV Charging Station Proposals - NYPA 143 - 197 DCFC Level 3 Site & Revised Level II Charging Stations for Westchester County Municipal Infrastructure Improvement Initiative ("M 13") EV Charging Station Proposals NYPA DCFC Level 3 Site & Revised Level II Charging Stations for Westchester County Municipal Inf- Pdf 3. Consideration of - Westchester Power Program 2025 Memorandum of 198 - 247 Understanding and Electric Service Agreement Westchester Power Program Renewal - 2025 Memorandum of Understanding & Electric Service Agreement - Pdf 4. Consideration of - SEQRA Review of Proposed Partial Demolition of 248 - 260 Incinerator Building SEQRA Review of Proposed Partial Demolition of Incinerator Building - Pdf 5. 2025 Bond Summary 261 - 265 2025 Bond Summary 6. Consideration of Parks Building (H-5191) Bond Resolution 266 - 269 Parks Building Reso 7. Consideration of Senior Center Generator (H-6703) Bond Resolution 270 - 272 Senior Center Reso 8. Consideration of Gardens Lake Dredging (H-8553) Bond Resolution 273 - 276 Page 2 of 386 Dredging Gardens Lake REso 9. Consideration of Road Reconstruction (H-5104) Bond Resolution 277 - 279 Road Recon Reso 10. Consideration of - Stormwater Drainage (H-5135) Bond Resolution 280 - 282 Storm Water Drainage Reso 11. Consideration of Weaver Street Sidewalk Extension (H-5145) Bond 283 - 286 Resolution Weaver St 12. Consideration of Howell Avenue Curb Improvement (H-5173) Bond 287 - 289 Resolution Curb -Howell AVe 13. Consideration to Set a Public Hearing for Improvement of Garbage 290 - 292 District #1 - $513,000 Bonds Garbage Dist 14. Consideration to Set a Public Hearing for Improvement of Water District 293 - 296 #1, Park Lane Storage Tank #2 Rehab, $84,600 Bonds Park Lane Storage 15. Consideration to Set a Public Hearing for Water District #1, Rye Lake 297 - 300 Filtration, $11,355,000 Bonds Rye Lake 16. Consideration Bond Resolution - WJWW (Lead Service Lines) $960,400 301 - 304 Lead Service Lines reso 17. Consideration Set a Public Hearing for Water District #1 - Kensico 305 - 308 Reservoir Storm Water Mitigation Program - WJWW (H-1399) $170,000 Kensico 18. Consideration of Repeal of Certain Bond Resolution (Traffic Signals) 309 $89,536 Rescind for Traffic Signal 19. Consideration of Reimbursement - WJWW (Lead Service Line) 310 - 312 $951,900 Water Project Reimbursement 20. Consideration of - 2025 Capital Budget Amendments 313 - 316 2024 Capital Budget Amendments - Pdf 21. Consideration of - Revision to Salary Authorization - Jr. Civil Engineer 317 Revision to Salary Authorization - Jr. Civil Engineer 22. Consideration of - Revision to Salary Authorization - Auto Mechanic 318 Revision to Salary Authorization - Auto Mechanic - Pdf 23. Consideration of Approval - Certiorari REPORTS OF MINUTES 1. Reports of Minutes of November 15, 2023, March 31, 2024, April 1 , 319 - 386 Page 3 of 386 2024, and April 2, 2024. 2025-03-31 Final Minutes 2025-04-01 Final Minutes 2025-04-02 Final Minutes 2023-11-15 Final Minutes REPORTS OF THE COUNCIL TOWN CLERK'S REPORT TOWN ATTORNEY'S REPORT ADJOURNMENT REGULARLY SCHEDULED MEETING - May 7, 2025 Any physically handicapped person needing special assistance in order to attend the meeting should contact the Town Administrator's office at 381-7810. Page 4 of 386 Larchmont Public Library Proposed Budget FY25/26 -Summary Sheet Proposed Budget-Expenses FY22/23 FY23/24 FY24/25 FY25/26 Budget Budget Budget Proposed Change$ Change% Notes SPECIAL ITEMS Subtotal 24,500 24,500 34,500 46,000 11,500 33.33% Insurance,Taxs PERSONNEL Salaries 1,270,000 1,262,500 1,298,200 1,299,348 1,148 0.09% Emergency Compensation 6,000 6,000 6,000 7,000 1,000 16.67% Subtotal 1,276,000 1,268,500 1,304,200 1,306,348 2,148 0.16% Staffing EQUIPMENT&LIBRARY MATERIALS Subtotal 179,500 179,000 170,000 170,000 - 0.00% Materials CONTRACTUAL EXPENSES Telephone 3,000 3,000 3,000 3,000 - 0.00% Service Contracts 40,000 44,000 55,000 58,000 3,000 6.82% Electricity 44,000 59,500 50,000 45,000 (5,000) -8.40% Fuel Oil 10,000 19,700 19,700 15,000 (4,700) -23.86% Water 3,000 3,200 3,200 2,500 (700) -21.88% Operating Supplies - - - - - Bldg&Ground Supplies 10,500 10,000 10,000 10,000 - 0.00% Bldg&Ground Maintenance 25,000 35,000 40,000 55,000 15,000 42.86% Conferences,Seminars,Dues 11,000 11,000 11,000 11,000 - 0.00% Miscellaneous 500 500 500 500 - 0.00% Temp Services - Postage 500 500 500 500 - 0.00% Computer Supplies 1,500 1,000 1,000 1,000 - 0.00% Petty cash - - - - - Independent Audit 5,000 4,500 4,500 4,500 - 0.00% Professional Services 10,000 10,000 10,000 15,000 5,000 50.00% Equipment Maintenance - - - - - Payoll Processing 4,000 3,750 3,750 3,750 - 0.00% Programming 22,000 24,000 27,000 27,000 - 0.00% Publicity 6,500 6,500 6,500 6,500 - 0.00% Rent--Parking Area 3,750 3,750 3,750 3,750 - 0.00% Library Supplies 12,000 12,000 12,000 12,000 - 0.00% CircSystem Maintenance 80,000 75,000 80,000 85,000 5,000 6.67% Subtotal 292,250 326,900 341,400 359,000 17,600 5.16% Facilities,Utilities Prof Services INTERFUND TRANSFERS Subtotal 50,000 50,000 50,000 50,000 - 0.00% EMPLOYEE BENEFITS State Retirement 120,056 132,000 145,000 173,000 28,000 21.21% Social Security 96,635 96,790 99,554 99,554 - 0.00% Workmen's Comp 7,000 5,000 5,000 6,000 1,000 20.00% Unemployment Insurance - - - - - 0.00% Disability Insurance 2,100 2,100 2,100 2,100 - 0.00% MTA TAX - - - - - 0.00% Health Insurance 332,000 331,000 335,500 335,500 - 0.00% Dental insurance 19,600 22,400 23,100 23,100 - 0.00% Subtotal 577,391 589,290 610,254 639,254 29,000 4.75% Benefits TOTAL 2,399,641 2,438,190 2,510,354 2,570,602 60,248 2.40% Proposed Budget-Revenue FY22/23 FY23/24 FY24/25 FY25/26 Budget Budget Budget Proposed Change$ Change% Notes Town of Mamaroneck 1,339,895 1,369,373 1,402,238 1,435,892 33,654 2.40% Village of Larchmont 970,272 991,617 1,015,416 1,039,786 24,370 2.40% Library Unrestricted Fund Balance 40,000 30,000 30,000 30,000 - 0.00% Friends of Larchmont Library 12,000 14,000 17,000 17,000 - 0.00% Additional misc revenue excluding tax levys 37,474 33,200 45,700 47,924 2,224 4.87% REVENUE TOTAL 2,399,641 2,438,190 2,510,354 2,570,602 60,248 2.40% TOTAL REVENUE EXCLUDING TAX LEVYS 89,474 77,200 92,700 94,924 2,224 2.40% Page 5 of 386 Q) J o co J NO z 0 0 N () 0 0 ;Tr- O 0 cO O (0 0000 0 0 00 0 0 0 CO 0 0 V O V 0000 0 0 00 0 0 0 V CO ' M a- 0 a- ' ' ' ' ' ' ' ' ' 0 0 r r ' 0 ' ' ' ' ' 0 ' ' ' ' ' OM . . 0 ' 0 ' ' ' ' ' 0 N Q) N M CO Ln CO CO a- O) 0 0) N- N N CO C L 0 JJJ J } } } }000 MOM 000} 00000} 00000000000000000000 00 JOVO 0 OJOV N 000 V O V 000 00000 00000000000000000000 00 Oln O 0 000 0 000 MOM (n00 to 0000 0000 (n 000(n toO (n O N- O CO N-000 00 OIn O ' _ ' Ma- N (O (p D O (O(O O) I- (O N M N - 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M (/) 2 U) 2 ct OLL. 2 D ZHH (A (n Ce (- Page 7 of 386 g \ \ } \ \ \ ( \ \ /) }\ \\ { 0. � _ ' , \ / ! :_ _ _ _ _ - _ _ : : A § E \ ° _ _ : CO 2 k \ ` zj 2 _ - g § - \ § \ § _ ig / , , , , } f ; , ` § y : - \ : 1 : \ | o ! !/ - > ! = 2\)g - EE - - ° 2 > 2 ° / ,.:. _ _ n ! : : : : : < n ! : : : : : /\ ! \d\\ \==== 22 , . Page 8 of 386 c m Town of Mamaroneck Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck,NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator Re: Updated EV Charging Station Proposals - NYPA DCFC Level 3 Site & Revised Level II Charging Stations for Westchester County Municipal Infrastructure Improvement Initiative ("MI3") Date: April 16, 2025 Attached is a memo from Town Engineer, Rob Wasp, providing an update on the options discussed at the April 2nd Town Board meeting for alternate locations for potential installation of electric vehicle (EV) charging stations. Should the Board wish to pursue this project, I offer the following resolution for consideration. Action Requested: Resolved that the Town Board hereby authorizes the Host Site agreement and further authorizes the Town Administrator to execute the agreement, annual extensions, and any related documents necessary to carry out its implementation. Page 9 of 386 "v n Town of Mamaroneck Town Clerk, Town Center * `oINDED 1661 740 West Boston Post Road,Mamaroneck,NY 10543-3353 INTERDEPARTMENT MEMORANDUM TEL: (914) 381-7810 FAX: (914) 381-7809 rwasp@townofmamaroneckNY.org Date: April 16, 2025 To: Meredith Robson, Town Administrator From: Robert P. Wasp, Town Engineer CC: Allison MayTown Clerk Subject: Updated EV Charging Station Proposals -NYPA DCFC Level 3 Site & Revised Level II Charging Stations for Westchester County Municipal Infrastructure Improvement Initiative ("MI3") Attachment/s: Rob Wasp Memo EV Charger Sites_04092025 S-1 EV CHARGER LOCATION MAP03122025 S-2 EV CHARGER LOCATION MAP03122025 NYPA Electrify America Brochure TBD_NYPA_175 Myrtle Blvd Larchmont_Site_Plan R3 early shrub growth pic 2 NYPA Host Site Agreement Town of Mamaroneck Municipal Lot 3.19.25 EVSE ChargePoint Proposal_Mamaroneck Lot D rev.1 S-2 EV CHARGER LOCATION MAP 04092025 Page 10 of 386 2 ?T Town of Mamaroneck TEL:914/381-7835 Engineering Department, Town Center FAX:914/381-8473 �0 -= m 740 West Boston Post Road, Mamaroneck, NY 10543-3353 2 ' ' C7 1— •FOUNDED 1661 •' Robert P. Wasp, P.E., C.D.T. rwasp@townofmamaroneckNY.org Town Engineer INTERDEPARTMENT MEMORANDUM DATE: April 9, 2025 TO: Meredith Robson, Town Administrator FROM: Robert Wasp, P.E., Town Engineer SUBJECT: Updated EV Charging Station Proposals NYPA Rapid Charge Site & Revised Level II Charging Stations for Westchester County Municipal Infrastructure Improvement Initiative ("MI3") GENERAL: Town applications were previously submitted to Westchester County in January 2014 for the installation of two (2)new public Level II EV Charging Stations in Town Parking Lot D and the Lot A Extension. A total of(4) charging ports were proposed to be added at each site. These sites had been evaluated under the County's Municipal Infrastructure Improvement Initiative ("MI3")program and were determined to require no out-of-pocket cost to the Town after incentives from ConEdison and County funding were applied towards the construction costs. Changes in the federal rebate program for EV charging equipment necessitated new chargers to be substituted under the County MI3 program. The new equipment manufactured by Chargepoint provides higher amperage-output Level II units that qualify for the federal rebate. The Town's consultant, INF Associates updated their project proposals based upon the re-evaluated costs of new equipment and escalation for 2025 installation. The revised proposals maintain that the Town will not incur out-of- pocket costs for the proposed installation at the original planned locations. Separate from The Town's application through the Westchester County MI3 program, New York Power Authority (NYPA)identified Town Parking Lot D as a feasible site for installation of a new DCFC (Level III, rapid charging) facility. DCFC rapid chargers drastically reduce the required charge time for electric vehicles to under one hour. Under the Electrify America program,NYPA fully funds and operates the installation of DCFC sites that are leased from the property owner. The draft lease agreement provided by NYPA is attached to this agenda item. All design, construction and ongoing operation costs for the Facility are the responsibility of NYPA under the program. The Town would receive an annual payment from NYPA for lease of the (6) spaces in Lot D in accordance with the escalating payment schedule contained in the agreement. Confirmation of ConEdison's ability to supply electrical service to DCFC facilities is a critical milestone for the feasibility of the installation. ConEdison has provided positive feedback on feasibility for the service request submitted by NYPA that allows their project to move forward. Please refer to Page 11 of 386 2 ?T Town of Mamaroneck TEL:914/381-7835 •-p Engineering Department, Town Center FAX:914/381-8473 �0 -= m 740 West Boston Post Road, Mamaroneck, NY 10543-3353 2 ' ' C7 { •FOUNDED 1661 •' Robert P. Wasp, P.E., C.D.T. rwasp@townofmamaroneckNY.org Town Engineer attached charging station location maps "S-1" and "S-2" as prepared by the Engineering Department. The maps show the original approved Level II sites submitted to the County MI3 program as well as the new NYPA DCFC Level III site and 2025 alternate locations evaluated for the Level II chargers. Detailed layout for potential EV charging equipment in Town parking Lots D & B is shown on map "S- 2". Installation of a new above ground transformer and switchgear would be required to power the potential DCFC facility. NYPA has confirmed the approximate size of this equipment that is shown to scale on map "S-2". Placement of these components is proposed on the grass lawn immediately adjoining the south edge of Lot"D". New landscape screening measured can be installed by NYPA surrounding the equipment subject to ConEdison's requirement to maintain access to the transformer. Please refer to the attached renderings provided by NYPA for visual depiction of typical equipment. Placement of the NYPA DCFC site requires the relocation of the original contemplated Level II charging site intended for Lot D. The adjoining outdoor parking spaces in Town Lot B have been identified by INF as a potentially suitable alternative that maintains no out-of-pocket costs for the Town INF has also been asked to evaluate the recently discussed alternate locations to install on the upper level of Lot B; as well as placing (4) additional ports at the Lot A Extension location. Feedback from INF Associates on potential Town cost impacts for either alternate will be provided,if received,prior to the Town Board meeting. The Engineering Department requests that the Town Board consider authorization of the NYPA lease agreement for(6) involved parking spaces in Lot D. Separate from the NYPA lease agreement, the Town Board should determine their preferred location for the (4) relocated Level II charging ports that were originally contemplated for Lot D. Notwithstanding additional input from INF Associates,the Department prefers the suggested relocation of(4) Level II charging ports to the upper-level deck of Parking Lot B based upon closer proximity to area shopping and the apartments in Washington Square. Please feel free to contact me with any questions. Page 12 of 386 Z r E z N 00 Z_ o QO �Nrmw rzJzro Nmzm�>.Jo��z�.,o =�OrZZmwZ�oz�zzQd�V ` Q5 w ZZZN `J\ W� o 12 r"'l I Zw Q004 E d . Cm Q �wOn , ,IT:, O ` 6 up a.o=1 \ o � �=mvQ � 'W y ooV a �J�� \ m , zr % -a 'zoz �\ `, ? 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I - a ,F Page 25 of 386 HOST SITE AGREEMENT This Host Agreement("Agreement")is effective as of (the"Effective Date") by and between the New York Power Authority, a corporate municipal instrumentality of the State of New York with an office located at 123 Main Street, White Plains, New York 10601 (the "Authority") and Town of Mamaroneck with offices located at 740 West Boston Post Rd, Mamaroneck,NY 10543 ("Host Site Owner"). WHEREAS, the Authority is permitted pursuant to Section 1005(9-a) of the New York Public Authorities Law, to construct,install, lease, operate and maintain electric vehicle charging stations throughout the state for use by the public; and WHEREAS, the Host Site Owner acknowledges the value of installing electric vehicle charging stations on its premises (described more accurately in Section 2, below), and desires to grant access and use of a portion of the premises to the Authority pursuant to the terms set forth herein; NOW THEREFORE,the Authority and the Host Site Owner(sometimes referred to herein collectively as the "Parties" and individually as a "Party"), in consideration of the above and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS: For the purposes of this Agreement the terms listed below shall have the following definitions: "Charging Station(s)" shall mean DCFC 150 kilowatt electric charging station to charge electric vehicles, and encompasses all requisite Trade Fixtures and ancillary equipment related thereto, but does not include Infrastructure. "Charging Station Hub" shall mean a bank or set of more than one Charging Stations sharing the same Infrastructure (as defined below). "Commencement Date" shall have the meaning attributed to it in Section 5. "Data" shall have the meaning attributed to it in Section 22. "Event of Default" shall have the meaning attributed to it in Section 15. "Hazardous Material" shall mean 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 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, this includes 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 Page 1 of 26 Host Site Agreement(Rev3; 11/2019) Page 26 of 386 regulated for purposes of release, reuse, disposal, or recycling (e.g. CFCs, ethylene glycol, mercury, oil, asbestos). "Host Site" shall have the meaning attributed to it in Section 2. "Infrastructure" shall mean the permanent improvements to the premises that serve the Charging Stations or Charging Station Hub, including but not limited to, the power supply, utility connections, concrete pads, and the conduit and wiring that run to the Trade Fixtures. "Initial Term" shall have the meaning attributed to it in Section 14. "Possession Date" shall have the meaning attributed to it in Section 5. "Property" shall have the meaning attributed to it in Section 2. "Renewal Term" shall have the meaning attributed to in Section 14. "Term" shall have the meaning attributed to in Section 14. "Trade Fixtures" shall mean the components that comprise the Charging Station including, without limitation, the charger cabinets, charge posts, switchgear, signage, and an energy storage system. Trade Fixtures may also include canopies and lighting systems that exclusively serve the Charging Station(s). 2. HOST SITE: (i) The Host Site Owner hereby grants to the Authority,its designated representative(s) and their suppliers and subcontractors, unlimited and unrestricted access to construct and maintain the infrastructure described in Exhibit B, attached hereto, in accordance with the site design plan depicted in Exhibit A, including up to ten(10) parking spaces (the "Host Site") and such other space as may be required for installation of the Charging Stations (or Charging Station Hub), Infrastructure, Trade Fixtures and appurtenant equipment on the property commonly known as Town of Mamaroneck Municipal Lot(the "Property"). (ii) The Host Site Owner will not place any additional electric vehicle charging equipment on the Property without obtaining the Authority's prior written approval, which will not be unreasonably withheld. The Host Site Owner will provide the Authority with at least sixty (60) days prior written notice before installing any additional electric vehicle charging equipment on the Property. The Host Site Owner will provide the Authority with all necessary information to permit Authority to determine whether the proposed additional electric vehicle charging equipment will interrupt or adversely affect the use of the Charging Station (or Charging Station Hub). A determination that the additional electronic vehicle charging equipment will interrupt or adversely affect the use of the Charging Station(or Charging Station Hub) constitutes a valid basis for withholding consent. Page 2 of 26 Host Site Agreement(Rev3; 11/2019) Page 27 of 386 (iii) The Host Site Owner acknowledges they have ownership and control of the property 3. CONSTRUCTION OF CHARGING STATIONS: (i) A total of 4 parking spaces shall be outfitted with one Charging Station per parking space and (1) additional parking spot will be marked for ADA accessibility. Upon securing access to the Host Site and obtaining any required approvals from the servicing electric utility, the Authority will, at its cost and expense, construct or install the Charging Station (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements as described in Exhibit B, attached hereto, in accordance with the site design plan depicted in Exhibit A, attached hereto. The Authority will not commence such construction unless or until the plans and specifications, including exact locations,have been approved by the Host Site Owner, which approval may be by e-mail communication and shall not be unreasonably withheld, conditioned or delayed. All such construction and improvements shall at all times comply with applicable laws, codes and ordinances and shall be installed, maintained and replaced at the Authority's cost and expense, as described herein. (ii) This Agreement may be terminated without any liability on the part of the Authority in the event that: a. the Host Site Owner delays the approval of the plans and specifications as required in section 3(i) beyond a period of fifteen (15) days after written notice from the Authority; or b. the Authority cannot secure the required approvals to construct,own,operate and/or maintain the Charging Stations; or c. environmental or other site-related factors adversely affect the Authority's return on investment in the Charging Stations; or d. the Authority cannot obtain an economically viable interconnection with the local utility services as required to operate the Charging Stations and appurtenant equipment contemplated by this Agreement. 4. ACCESS DATE: The first date where the Authority may enter the Host Site and Property to begin their work pursuant to this Agreement is in accordance with the Effective Date (the "Access Date"). 5. COMMENCEMENT DATE: The date that the Charging Station(s) open to the public (the "Commencement Date") shall be within six(6)months following the completion of all external permitting, utility or other requirements necessary to commence construction of the Charging Station (or Charging Station Hub). The Authority will deliver written notice to the Host Site Page 3 of 26 Host Site Agreement(Rev3; 11/2019) Page 28 of 386 Owner promptly following the Commencement Date to confirm such date for recordkeeping purposes. 6. DELIVERABLES: (i) Maintenance. The Charging Station (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, will be owned, operated and maintained by the Authority. Notwithstanding the foregoing, the Host Site Owner's normal responsibility to maintain the common areas of the Property shall also apply to the Host Site, such as debris and garbage collection and removal, grounds maintenance and snow removal. The Host Site Owner agrees to coordinate any parking lot maintenance with the Authority to ensure that Charging Station(s) remain(s) available to electric vehicle owners. The Authority may, in its discretion and at its cost, install security cameras and other equipment to monitor the Host Site remotely. (ii) Utilities. All utility services provided or used to operate and maintain the Charging Stations and related Trade Fixtures, if any, in or at the Host Site during the Term of the Agreement shall be separately metered and paid for by the Authority. The Host Site Owner shall not be responsible for any damages suffered by the Authority in connection with the quality, quantity or interruption of utility service,unless the cause of the disruption or damage was due to the Host Site Owner's negligence or willful misconduct. (iii) Training. The Authority will provide initial training to Host Site Owner's personnel for the operation of the Charging Stations,related Trade Fixtures and ancillary equipment. (iv) Contractors and Subcontractors. The Authority may in its sole discretion use a contractors or subcontractors of its choosing to perform its obligations under this Agreement. (v) Licenses. All licenses,permits or approvals in relation to the installation and operation of the Charging Station (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements shall be obtained by the Authority. 7. COMPENSATION TO HOST SITE OWNER (i) In addition to the recognized value of siting the Charging Stations on the Host Site, the Authority will pay Host Site Owner the lump sum amount, in accordance with Exhibit E,for each full calendar year that the Charging Station(s)(or Charging Station Hub), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements are maintained on the Host Site (the "Maintenance Fee"). (ii) Host Site Owner agrees that the Maintenance Fee is a reasonable amount that fairly offsets the additional cost and expense that the Host Site Owner may incur to provide the services set forth in Section 6, above, relative to the maintenance and monitoring of the Host Site, any additional insurance costs and related administrative costs to comply with the Host Site Owner's general obligations set forth in this Agreement. Page 4 of 26 Host Site Agreement(Rev3; 11/2019) Page 29 of 386 The Maintenance Fee is payable in advance by the Authority on an annual basis upon receipt of a proper invoice from Host Site Owner. Invoices shall be submitted by Host Site Owner and in accordance with the Authority's invoicing instructions that will be included on a separate purchase order issued upon execution of this Agreement. All payment obligations by the Authority are subject to attached Prompt Payment Policy (attached as Exhibit D). 8. HOST SITE OWNER REPRESENTS AND COVENANTS: (i) The Host Site Owner represents that it is the owner of the Property and that this Agreement does not violate any agreement,lease or other commitment of the Host Site Owner. (ii) The Host Site Owner is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to carry out its obligation under this Agreement. (iii) The execution, delivery and performance by the Host Site Owner of this Agreement and each of the transactions contemplated hereby have been duly and validly authorized by the Host Site Owner and no other act or proceeding on the part of the Host Site Owner is necessary to authorize the execution, delivery or performance by the Host Site Owner of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Host Site Owner and this Agreement constitutes, upon execution and delivery by the Host Site Owner,the valid and binding obligation of the Host Site Owner, enforceable against the Host Site Owner in accordance with its terms, subject only to the effect, if any, of applicable bankruptcy and similar laws affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies. (iv) The Host Site Owner shall not take any action that would impair or interrupt the use of the Host Site or Charging Station(s), Infrastructure, any related Trade Fixtures, ancillary equipment and related improvements and agrees to use commercially reasonable efforts to protect against the misuse of the Charging Station(s) and ensure that parking spaces remain accessible and available to the owners of electric vehicles. (v) The Host Site Owner shall provide the Authority, its employees, agents and/or contractors safe,proper and timely access to the Property and the Host Site as necessary to install, operate and maintain the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements. The Host Site Owner shall also permit the Authority to temporarily close down the parking area both surrounding and encompassing the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements as necessary to carry out maintenance or repairs. (vi) The Host Site Owner must promptly notify the Authority of any site-specific construction, safety, technical or other requirements and restrictions related to its Host Site that might impact construction and installation of the Charging Station(s), Page 5 of 26 Host Site Agreement(Rev3; 11/2019) Page 30 of 386 Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements prior to the preparation of plans and specifications. The Host Site Owner's approval of the plans and specifications shall be deemed a representation that no such site-specific requirements are known (or should be known)to exist. (vii) The Host Site Owner shall provide the utility company,proper and timely access to the Property and/or Host Site as necessary to install a dedicated metering device to serve the Charging Station(s) and any additional Trade Fixtures. (viii) The Host Site Owner shall cooperate with the Authority and provide reasonable and customary resources to support the construction, installation and operation of the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements during the Term of this Agreement. (ix) The Host Site Owner shall use commercially reasonable efforts to observe the operation of the Charging Stations and promptly notify the Authority if it observes, is notified or, or obtains actual knowledge of (i) any malfunctions of the Charging Stations (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements, including but not limited to operational issues, abnormalities and damage; or (ii) (x) the impairment or misuse of the Host Site, Charging Station(s), Infrastructure, related Trade Fixtures, ancillary equipment or related improvements (by way of example, gas fueled vehicles intentional blocking access to the charging stations by electric vehicles known as "ICEing"); (xi) The Host Site Owner shall permit the Authority to install use-related controls including but not limited to signage, additional lighting and pavement markings to the Host Site. (xii) The Host Site Owner shall provide the Authority with all documents, including without limitation,plans,drawings, specifications,details and other information concerning the Host Site, as reasonably required by the Authority in connection with the installation and operation of the Charging Stations, Trade Fixtures, Infrastructure and related improvements. (xiii) No marketing, publicity, promotion or advertising regarding this Agreement will be issued by the Host Site without the Authority's prior approval, and, if applicable, also with the prior written approval from the Authority's customer where the Work will be or is being performed. Any responses to but not limited to, news media inquiries, letters, speeches, news and/or press releases, articles for publication related to this Agreement, will be coordinated with the Authority for review and approval prior to release. 9. OWNERSHIP: The Charging Station(s), Infrastructure, and any related Trade Fixtures, ancillary equipment and all related intellectual property shall remain the property of the Authority. At the fifth Commencement anniversary the Host Site Owner shall have the option to purchase the Charging Station and related Trade Fixtures from the Authority pursuant to the Page 6 of 26 Host Site Agreement(Rev3; 11/2019) Page 31 of 386 Depreciation Schedule annexed as Exhibit C. The Host Site Owner shall submit a request to transfer ownership to the Authority no less than ninety (90) days before the fifth Commencement anniversary. The Authority shall reserve the right to maintain ownership, at which time the option to transfer ownership may be requested by the Host Site Owner again at the end of the tenth anniversary.At any time during the duration of the agreement the Authority may provide an option to transfer ownership to the Host Site Owner. Upon transfer of ownership, the Charging Station(s) and related Trade Fixtures, including all underground Infrastructure, including all curbs and other permanent improvements, "as is" will be the property of the Host Site Owner. 10. USE: The Authority shall have the right to use, access and occupy the Host Site during the Term of this Agreement with respect to the Charging Station(s), Infrastructure, and any related Trade Fixtures, and for incidental purposes,including installation of telecommunication infrastructure, generating photovoltaic electricity and operating an energy storage system. All use of the Host Site by the Authority shall comply with applicable codes, laws, and ordinances. 11. PAYMENT FOR CHARGING SERVICES: The Host Site Owner shall have no right to request or accept payment in connection with use of the Charging Station(s). 12. CURTAILMENT OF CHARGING STATIONS: The Authority shall have the right to remotely control the Charging Station(s) in order to respond to grid conditions, including the curtailment of the total power output of the Charging Station(s) and any related Trade Fixtures during periods of peak demand. 13. HOST SITE OWNER COSTS: The Host Site Owner shall pay all costs associated with: (i) maintenance of the Host Site; (ii) disposal of Hazardous Materials in accordance with Section 24 14. TERM: The initial term of the Agreement shall expire ten (10)years from the Commencement Date(the"Initial Term"). The Authority shall have the option to renew or extend the term of this Agreement for two(2) additional terms of five(5)years each(the"Renewal Term" and together with the Initial Term, the "Term"). Following the Renewal Term, any further renewals will be subject to mutual agreement between the Authority and the Host Site Owner. To extend the Term, the Authority shall deliver written notice of such extension to Host Site Owner no later than thirty (30) days prior to the expiration of the Term. In the event of a sale or transfer of the Property or Host Site by Host Site Owner while this Agreement is in effect,the Host Site Owner shall ensure that the Authority's rights and remedies under this Agreement are conveyed with the Property or Host Site. 15. DESTRUCTION: Any total destruction of the Host Site shall, at the Host Site Owner's or the Authority's written election, within thirty (30) days of such destruction, terminate this Agreement. 16. DEFAULT: Each of the following shall constitute an"Event of Default" under this Agreement: Page 7 of 26 Host Site Agreement(Rev3; 11/2019) Page 32 of 386 (i) the failure by Host Site Owner to perform or observe any material term or condition of this Agreement and such failure continues for a period of thirty (30) days after receipt of written notice thereof,provided however, that if the nature of such default is such that the same cannot reasonably be cured within said thirty (30) day period, then Host Site Owner shall have such additional time as is reasonably required to cure such failure provided the Host Site Owner commences to cure such failure within such thirty (30) day period and proceeds to cure such failure with diligence and continuity; or (ii) the appointment of a receiver or trustee to take possession of all or substantially all of the assets of the Host Site Owner located at the Host Site if possession is not restored to the Host Site Owner within sixty (60) days; or a general assignment by the Host Site Owner for the benefit of creditors; or any action or proceeding commenced by or against the Host Site Owner under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors and in the case of involuntary actions filed against the Host Site Owner the same are not discharged within sixty (60) days after the date of commencement. 17. TERMINATION: (i) Unless otherwise provided in this Agreement, the Authority may terminate this Agreement at any time upon thirty (30) days' prior written notice to the Host Site Owner. (ii) This Agreement may be terminated during the Term by the Authority upon the occurrence of an Event of Default. (iii) Upon expiration or termination of this Agreement for any reason, the Charging Station(s) and related Trade Fixtures will be promptly removed by the Authority. The Host Site Owner shall have the option to purchase the Charging Station(s) and related Trade Fixtures from the Authority on mutually agreed terms and in accordance with applicable law, rules and regulations governing the Authority's disposition of property. All underground Infrastructure, including all curbs and other permanent improvements to the Host Site, shall remain in"as is" condition at the time of termination. (iv) Upon termination of this Agreement as a result of an Event of Default, or if the Host Site Owner otherwise materially breaches this Agreement and such breach results in the early termination of this Agreement, then the Host Site Owner shall pay the Authority an early termination fee equal to the unamortized costs to construct the Charging Stations (including the costs of Trade Fixtures, Infrastructure and related improvements), calculated as of the early termination date based on straight-line depreciation over a ten (10) year period as reflected on the Depreciation Schedule annexed as Exhibit C. 18. INDEMNIFICATION AND LIMITATION OF LIABILITY To the extent permitted by law, each Party agrees to indemnify and hold the other Party from and against loss, damage, liability or expense (including without limitation, judgments, Page 8 of 26 Host Site Agreement(Rev3; 11/2019) Page 33 of 386 attorney's fees, and court costs) incurred as a result 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, the indemnifying Party's gross negligence or willful misconduct with respect to the utilization of the Host Site. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY INDIRECT,INCIDENTAL, CONSEQUENTIAL, SPECIAL,PUNITIVE OR EXEMPLARY DAMAGES,EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES ANY CLAIM WITH REGARD TO SUCH INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE AND EXEMPLARY DAMAGES PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO CLAIMS ARISING OUT OF EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE AUTHORITY'S TOTAL LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ALL CLAIMS UNDER THIS AGREEMENT EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000). 19.ASSIGNMENT: (i) The Host Site Owner shall not assign this Agreement voluntarily or by operation of law,or any right hereunder,without the prior written consent of the Authority;provided that the foregoing prohibition shall not limit the Host Site Owner's ability to transfer this Agreement to a company that is controlled by,controls,or is under common control with the Host Site Owner. Any assignment by Host Site Owner in violation of this provision shall be void. (ii) The Authority's right and remedies under this Agreement may be assigned and reassigned in whole or in part to one or more assignees without the necessity of obtaining the consent of the Host Site Owner; provided, however, that no such assignment shall be effective and binding on the Host Site Owner unless and until the Host Site Owner shall have received notice of the assignment disclosing the name and address of the assignee. The Host Site Owner agrees to execute all documents, including acknowledgements of assignment or financing statements, which may be reasonably requested by the Authority or its assignee to protect their interest in the Charging Station(s), Infrastructure, any additional Trade Fixtures, and ancillary equipment and in this Agreement. 20.ALTERATIONS: Excepting the items of Exhibit B,the Authority shall not make or permit to be made any alterations, changes in or additions to the Host Site without the prior written consent of the Host Site Owner, which shall not be unreasonably withheld, conditioned or delayed. 21. SIGNAGE: The Authority's signage to be installed at the Host Site is represented in Exhibit B. Any material revisions or additions to the signage depicted in Exhibit B shall be subject to the Host Site Owner's approval, which shall not be unreasonably withheld, conditioned or Page 9 of 26 Host Site Agreement(Rev3; 11/2019) Page 34 of 386 delayed. All such signage shall be professionally prepared, installed and maintained at the Authority's expense. 22. ACCESS TO INFORMATION. The Host Site Owner acknowledges that the Authority will be collecting Charging Station usage data, including charge event information ("Data"), such as when a charge event occurs, energy transferred during the charge event, duration of the plug-in event, and duration of the charging period. The Host Site Owner acknowledges that the Data may be used by the Authority for reasonable purposes, including, without limitation, analyzing usage and charging patterns, the effectiveness of infrastructure put in place to meet the needs of drivers of electric vehicles, and the efficacy of the Project. 23. INSURANCE: (i) Host Site Owner agrees to obtain and maintain at its expense a policy or policies of: (a) commercial general liability insurance with coverage to include bodily injury or death,personal injury, and property damage with per occurrence limits of at least $6,000,000, which may be met via umbrella coverage. (b) automobile liability insurance with a per accident combined single limit of not less than $1,000,000. Host Site Owner shall deliver to the Authority a certificate evidencing such insurance upon the execution of this Agreement and from time to time thereafter as such policy is renewed. The New York Power Authority and the State of New York must be named and scheduled as additional insureds to the Host Site Owner's policy and Waiver of Subrogation endorsement. Host Site Owner will also carry worker's compensation insurance in accordance with state and federal law. Under Sections 57 & 220 Subd. 8 of the New York State Workers' Compensation Law, it is required that Vendors/Contractors doing business with a Municipal or State entity evidence proof of workers' compensation coverage on approved forms, as listed below: 1. If coverage is with a private insurance carrier, the entity must provide evidence of coverage on a completed C 105.2 form. The C 105.2 form is supplied and completed by the insurance carrier or its authorized agent. 2. If coverage is with the State Insurance Fund, the entity must provide a completed U-26.3 form provided by the Fund. 3. If the business entity has been approved by the Workers' Compensation Board's Office of Self Insurance as a qualified self-insurer, a completed SI-12 4. Or Form CE-200, Certificate of Attestation of Exemption, if the business is not required to carry NYS specific Workers' compensation insurance. (ii) The Authority agrees to obtain and maintain at its expense a policy or policies of: (a) commercial general liability insurance with coverage to include bodily injury or death,personal injury, and property damage with per occurrence limits of at least $6,000,000, which may be met via umbrella coverage. (b) automobile liability insurance with a per accident combined single limit of not less than $1,000,000. (c) workers compensation insurance with statutory coverage and limits, (d) any additional insurance coverage(s)not specifically listed above but otherwise required by applicable law,rule, or Page 10 of 26 Host Site Agreement(Rev3; 11/2019) Page 35 of 386 regulation as same may pertain to the Charging Station(s) or Charging Station Hub. The Host Site Owner must be named and scheduled as additional insureds to the New York Power Authority's policy and Waiver of Subrogation endorsement. The Authority may, at its option, elect to self-insure any and all the coverages herein. (iii) Both Parties insurances shall provide that coverage thereunder shall not lapse or be terminated without at least(30) days prior written notice. Each policy obtained hereunder shall be written with one or more carriers that have and maintain a minimum A.M. Best rating of A- and VIII or better and are licensed to write insurance in the state wherein the site is located. 24. ENVIRONMENTAL MATTERS AND HAZARDOUS MATERIALS (i) To the best of Host Site Owner's knowledge, the Host Site are free of environmental contamination and Hazardous Material. The Authority shall have no liability for any environmental contamination unless caused by the Authority, its agents, employees or contractors. During the Term, the Host Site Owner is responsible, at its sole cost and expense, for remediating any contamination on the Host Site,including the disposal of any contaminated materials that may result from the construction of the Charging Stations and any excavated contaminated soil that needs to be properly disposed of. The Authority shall have no liability for diminution in value of the Property as it relates to environmental contamination. (ii) The Host Site Owner acknowledges that it is, and remains the generator of, and holds title to, any Hazardous Materials at the Host Site. In the event of a release of Hazardous Materials during construction of the Charging Stations, Host Site Owner shall, in accordance with applicable law and regulations, be responsible for all cost and obligations with respect to the discovery,reporting,handling, and disposal applicable to the Hazardous Materials to the extent that such disposal is required by applicable law or regulations. Notwithstanding, the Site Host Owner's obligations with respect to Hazardous Materials set forth above, the Authority may be obligated to report the discovery to the applicable regulatory agency having jurisdiction over the Host Site. All Hazardous Materials shall be handled, transported and disposed of in accordance with applicable local, state and federal laws and regulations. (iii) In addition, to the extent permitted by law, the Host Site Owner shall, at its sole cost and expense, indemnify, defend and hold harmless the 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 the 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 any cleanup costs associated with any site where Hazardous Materials are disposed of or come to be situated traceable to such Hazardous Materials including, but not limited to, response and remedial costs. Page 11 of 26 Host Site Agreement(Rev3; 11/2019) Page 36 of 386 (iv) Except to the extent of any gross negligence,willful misconduct or breach of this Agreement on the part of the other Party, each Party hereby agrees to indemnify, hold harmless and defend the other Party, its managers, members, agents and representatives from all liability, damages, loss, costs and obligations, including, court costs and attorney's fees, on account of or arising out of or alleged to have arisen out of any claim of any third party directly related to environmental contamination arising out of the installation or operation of the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment or related improvements. 25. CONFIDENTIALITY AND PUBLICITY: Neither Party will use the other Parry's name, trademark or logo without such other Party's prior written consent. 26. NOTICES: All notices or demands shall be in writing and shall be deemed duly served or given only if delivered by prepaid(i)U.S.Mail,certified or registered,return receipt requested, or (ii) reputable, overnight courier service (such as UPS or FedEx) to the addresses of the respective Parties as specified below.The Host Site Owner and the Authority may change their respective addresses for notices by giving notice of such new address in accordance with the provisions of this paragraph. Host Site Owner's Address for Notices: Authority's Address for Notices: Address: 740 W Boston Post Rd, NEW YORK POWER AUTHORITY 123 Main Street Mamaroneck,NY 10543 White Plains,NY 10301 Attention: Debra Hopke Attention: Meredith S.Robson Phone: 914-390-8003 Town Administrator Email: Debra.Hopke@nypa.gov Phone: 914-381-7810 NEW YORK POWER AUTHORITY Email: mrobson@townofmamaronecicny.gov 123 Main Street White Plains,NY 10301 Attention: John Markowitz Phone: (914) 390-8209 Email:john.markowitz@nypa.gov NEW YORK POWER AUTHORITY 123 Main Street White Plains,NY 10301 Attention: Andrew Pelletier Phone: 518-433-6730 Email: Andrew.Pelletier@nypa.gov 27. BROKERS: The Host Site Owner and the Authority represent to each other that each has dealt with no broker and each hereby agrees to indemnify and hold the other harmless from any claims against the other Party for any commissions or fees in the event of a breach or failure of such representation. 28. THIRD PARTY BENEFICIARIES: Nothing contained in this Agreement shall, directly or indirectly, create a contractual relationship with, or give any claim or right of action in favor Page 12 of 26 Host Site Agreement(Rev3; 11/2019) Page 37 of 386 of, any third party against the Authority, including, without limitation, any sub-consultant or supplier. 29. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the benefit of the Host Site Owner and the Authority and their respective successors and assigns. 30. GOVERNING LAW AND VENUE: This Agreement shall be governed by 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 Agreement 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. 31. COUNTERPARTS: This 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 Agreement may 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] Page 13 of 26 Host Site Agreement(Rev3; 11/2019) Page 38 of 386 IN WITNESS WHEREOF, the Parties hereto have each caused an authorized representative to execute this Agreement as of the Effective Date first written above. TOWN OF MAMARONECK NEW YORK POWER AUTHORITY By: By: Name: Meredith S. Robson Name: John Canale Title: Town Administrator Title: Senior Vice President, Strategic Supply Management Date: Date: Page 14 of 26 Host Site Agreement(Rev3; 11/2019) Page 39 of 386 EXHIBIT A 4 Chargers at Address: 175 Myrtle Blvd, Larchmont, NY, 10538 yIIFNIG}r/kt LAL:JR..WIDTH IUri I Page 15 of 26 Host Site Agreement(Rev3; 11/2019) Page 40 of 386 N n'i I S J L M V a ~ n1 Y1 V a G g i 2 a $ B „ o = s s 5 x m a °i 0 i i5 g 5 5 a i as te Ca plOF a Cu • az 25 a H mr x w Y. 2 — — •a eC E 1 L) / iiimer C nv w CO z a H s�gel — I. u a F N 6 a x o� W H ro J - all © a ' V p Q $©r qi Nm a$ -$ q L' N d of 1 ro 7 L y u u m a a 8 'c , E y y a a 5 JJ -Q o 44 I r I E I : s a s CO 0 �, w VIJJ 0 I Es 1.4.1.8,1man.,- [ . .: V -C w u w to a Page 41 of 386 0 m .-▪ .. 4 Tr :, i--e:, 4c- 401 ,:zr,: . ., ... r. _ IlUl ... el N m J 7 • g '' w 101. a w 3 Lt z 0 — m Upiiiiiip„5 : i{ z 2 5 z w 2 Z1,13 a F u_ ,.-: +a <, 1 7 W r-1 v r1 go Page 17 of 26 Host Site Agreement(Rev3; 11/2019) Page 42 of 386 II . Ilk I It' 11111 ler :',. - i '+ ill a. se ' Ins �, lit' 4 Y -5..f _: _ 1i i _ ram{ 1) 4 11,?, IP el Ili 3'44 I . ilil mr,.......A 0.11... 1'''.); *''''; ''.4 4 ill .a2= r41 hi . . ot 0 4'' re . at L • I" a. . i1 1 ! 51 is. J i V ib i it '- I 111111rAr c F 441 W 4• ; J ec O. ..� 1 C I 3 1 ' 0 Z G , . i ii td • i f.'S Page 18 of 26 Host Site Agreement(Rev3; 11/2019) Page 43 of 386 1 ( = a) 1 . , s 5: 4 R �- r. sa I s a c 'c A° a 5 i Ca #y a 1 ' L ,! ' 7 f L Fs ffi S Y•f II W 1 1 1 k a 1 V Z O u c z W i i .iM s 0 g % 7 V 1� P af4 8+r— t+ d. I , i r- 3 t t ii ti .Ci `.. H VI • - 7$ y C 0 * P t 4 in ^rs V n rr1 V �� 4m Page 19 of 26 Host Site Agreement(Rev3; 11/2019) Page 44 of 386 E I ' N1111111111 11 11 al o. .5 5 o I I .1, r EN 0 7.4 11 E I y , i 2 n, 2 .. _; ..,-. hg. 2 5,7,8 V @ f2 E § v A ei !i1H J II W 11 li IDIDIHH I I I I !!2 iii I la r I— N 2 fl c w I b 0 >,. co „sr .= a -5 UP iii i Ra s— ai i I P ••a g ill Page 20 of 26 Host Site Agreement(Rev3; 11/2019) Page 45 of 386 I . . 1.A_ .. I . :, 1 . , 5 a - F g E •g il g a * § -- •g k i 8 S- - , - a_ r IV -E . ai• .2,- 1 LI 6 g iE Z E -' .5 — 11 qg e.\, 0 .• . ii i-Z rt •ILI, .,.. /5 #a .. . . .. 1 1 ArAl 4=t 4,4 4.4 _i M I .. . LIJ ID - II 1 LI, uz 1 0 u i_ z , z -g 'E LT, ;E 1` c Al -.r2 ,g3 -8 0 . , . D ' Eg .0 p 4 3.1 2 •gS — (le CL = r;zt 2gb i! , n z RI- i v.) w CI WP il Irl LA 0 ' IAR -3a Eris rg ci Page 21 of 26 Host Site Agreement(Rev3; 11/2019) Page 46 of 386 EXHIBIT C Exhibit C EVolve NY-4 Chargers Straightline Depreciation Calculation Equipment Cost $ 1,000,000.00 Salvage Value Period 10 years Depreciation rate 10% Book Value Book Value Year (Beginnning of Depreciation (End of year) year) 1 $ 1,000,000.00 $ 100,000,00 $ 900,000.00 2 $ 900,000.00 $ 100,000.00 $ 800,000.00 3 800,000.00 $ 100,000.00 $ 700,000.00 4 700,000.00 $ 100,000.00 $ 600,000.00 5 $ 600,000.00 $ 100,000.00 $ 500,000.00 6 500,000.00 $ 100,000.00 $ 400,000.00 7 400,000.00 $ 100,000.00 S 300,000.00 8 300,000.00 $ 100,000.00 $ 200,000.00 9 200,000.00 $ 100,000.00 $ 100,000.00 10 100,000.00 $ 100,000.00 $ EXHIBIT D Page 22 of 26 Host Site Agreement(Rev3; 11/2019) Page 47 of 386 711EWYURK NY Power PiLlq Uq —"'"""r Authority APPENDIX B-PROMPT PAYMENT STATEMENT The New York Power Authority (the "Authority'") is providing this statement pursuant to Section 2380 of the New York Public Authorities Law, which states that each contractor doing business with the Authority must receive a copy of the Authority's rules and regulations detailing its prompt payment policy. A. GENERAL 1. This statement is intended to establish rules and regulations as required under Section 2880 of the Public Authorities Law describing the policy of the Power Authority of the State of New York(the"Authority"). Subject to the conditions and exceptions set forth in Section 2880 and herein,in the event any proper invoice is riot paid promptly the Authority shall be liable for the payment of interest on late payments. This policy shall apply to all Contracts entered into on or after April 30, 1988. B. DEFINITIONS 1. "CONTRACT'means an enforceable agreement entered into between the Authority and a Contractor. 2. "CONTRACTOR" means any person, partnership. private corporation,or association. (1) selling materials,equipment or supplies or leasing property or equipment to the Authority; (2) constructing, reconstructing, rehabilitating or repairing buildings, highways or other improvements for or on behalf of the Authority;or(3)rendering or providing services to the Authority pursuant to a Contract. 3. "DESIGNATED PAYMENT OFFICE means the office designated by the Authority to which a proper invoice is to be submitted by a Contractor_ 4. "PROPER INVOICE"means a written request for a Contract payment that is submitted by a Contractor to the Authority's designated payment office setting forth the description, price and quantity of goods, property or services delivered or rendered in accordance with the terms of the Contract, in such form and supported by such other substantiating documentation as the Authority may reasonably require. 5. "RECEIPT OF AN INVOICE" and "INVOICE RECEIVED DATE" mean the later of! (1).the date on which a proper invoice is actually received in the designated payment office,or(b) the date on which the Authority receives the purchased goods, property, or services covered by the proper invoice which, with regard to final payments on construction contracts, shall mean the date on which all the Contract work has been accepted as completed by the Authority in accordance with the Contract terms. 6. "SET-OFF" means the reduction by the Authority of a payment due a Contractor by an PRO e-NYPA Prompt.Payment SIalemeni(row,i -riip-Pagel Page 23 of 26 Host Site Agreement(Revd; 11/2019) Page 48 of 386 J li-1:1EWY°11-+C NY Power Authority amount equal to the amount of an unpaid legally enforceable debt owed by the Contractor to the Authority. C. RESPONSIBIUTY FOR PROMPT PAYMENT 1, The Authority's Controller shall have the responsibility for thr; implornentation of the Prompt Payment Pulley arid Me prululil payment of all psiuper irrvoiues under Mu yerieiul guidance and supervision of the Executive Vice President & Chief Financial Officer. D, PROMPT PAYMENT PROCEDURE 1. A Contractor shall request payment under a Contract by submitting a proper invoice to the Authority at its designated payment office at the time and in the manner specified in the Corirrxd. 2, The Authority shall have Fifteen (15} calendar days after receipt of an invoice at its designated payment office to notify the Contractor of certain facts and conditions, including but not limited to those listed below, which, in the opinion of the Authority's Controller, justify extension of the statutory payment period, a) there is a defect in the delivered goods, property or services; ID) there is a defect in the invoice; c) there are suspected defects or improprieties of any kind, the existence of which prevent the commencement of the statutory payment period; d} prior to payment, a statutory or contractual provision requires an inspection period or an audit Io determine the resources applied or used by the Contractor in fulfilling the contract terms. e} a proper invoice must be examined by the Federal government prior to payment; I) the Authority is prevented from making payment by reason of the filing of a lien, attachment, other legal process or requirement of law. Any time taken to satisfy or rectify any such facts or conditions shall extend the date by which contract payment must be made in order for the Authority not to become liable for interest payments by an equal period of time. 3. should the Authority fail to notify a Contractor of such facts and conditions within fifteen (15) calendar days of the invoice received date, the number of days allowed for payment of the corrected proper invoice will be reduced by the number of days between the fifteenth day and the day that notification was transmitted to the Contractor. Should the PROC a—MYPA Prarxwpl Payment Statement(rev.08-18)—P ajc 2 Page 24 of 26 Host Site Agreement(Rev3; 11/2019) Page 49 of 386 wfwrYMIK NY Power '°""v Authority Authority, in such situations,fail to provide reasonable grounds for its conlenlion that a fact or condition justifying a time extension exists, the date by which contract payment must be made in order for the Authority not to become liable For interest payment shall be calculated from the invoice received date_ 4. The Authority shall make payment vuithin forty-five (45) calendar days after the invoice receivedi date, Effective July 1, 1989, the Auttiurity skull make payriiaiit within thirty (30) calendar days, excluding legal holidays, after invoice received dates occurring after that date. 5. EKcept for the payments described in Paragraph E, every payment by ihc. Authority to a Contractor pursuant to a Contract is eligible for interest should the Authority fail to make such payment within forty-five (45) days alter the invoice received date for contracts entered into between April 30, 1988 and June 30, 1989 and within thirty (30) days for contracts entered into on or after duly 1, 1989. 6. The Authority shall not be liable for interest on any retention amounts withheld by the Authority in accordance with the terms of the Contract. 7. Interest shall be computed at the rate set by the state tax commission for corporate taxes pursuant to paragraph one of subsection (e) of Section 1090 of the Tax Law, but the Authority shall not be liable for payment of interest when such interest is less than ten dollars. 8. The Authority has available funds in its custody to pay all interest penalties. E. EXCEPTIONS 1. Payments are riot eligible for interest when they are due and owing by the Authority: a) under the Eminent Domain Procedure Law; b) as interest allowed on a judgment by a court pursuant to any provision of law other than section 2880 of the Public Authorities Law; c) to the Federal govvernrnent, to any State agency or its instrumentalities; to any duly constituted unit of local government, including but not limited to counties, cities, towns, villages, school districts, or any of their related instrumentalities to any other public authority or public benefit corporation; or to its employees when acting in, or incidental to, their public employment capacity: d) in situations where the Authority exercises a legally authorized set-off against all or part of the payment due the Contractor. PROCA3- NYPA Presmp1 Pa rrnenr Sitf1Aflr uil :•!!.; ::tip '8}—Paget Page 25 of 26 Host Site Agreement(Rev3; 11/2019) Page 50 of 386 EXHIBIT E - (4) chargers Annual Compensation to Year Site Host 1 $6,000 2 $6,120 3 $6,242 4 $6,367 5 $6,495 6 $6,624 7 $6,757 8 $6,892 9 $7,030 10 $7,171 11 $7,314 12 $7,460 13 $7,609 14 $7,762 15 $7,917 16 $8,075 17 $8,237 18 $8,401 19 $8,569 20 $8,741 Page 26 of 26 Host Site Agreement(Rev3; 11/2019) Page 51 of 386 ((iji ) ASSOCIATES ENERGY SOLUTIONS . . • • . . . . • • • • • • • - - . • . • • . . . . . • . • . • • • • • . . . • . . . • . . • . . • . . . . . • . . . . • . . . • • • • . . • . • • • . else • • • • • . . . . . • . • • • e • • • • • . . . . . . . • • • • • . . . . . • • • • • . . . . r • . • • • • . . . . . . . . . . • • . . . . . • • • • • • • • • • • - • • . . . . . . . . • • . . . . • • e . • • . . • . . • • . . . . . . . . . . • . . . • . . . . . . . . . . . . . . . • • • . . . . • . • . • • . . . . . . . • • • • • . • . . • • • • . • • • • • • • • • • • • • • • • . . • . • . . . . . . . . - • . • • • • • • • • • • • • • • • • • • • - • • • . • . . . • • • . • • • • • • • • • • • • • • • • • . ■ • • • • • ■ • • • 1 • • • • • • • . • • • • • • • . • • • • • • • • . • • • • • • • • • • • . • . . • r • • • • • . • • • • • • • • • • • • • • • • 1 • • • • • • • • • • • • • • • • • • • • • • • • • • . • • • • • • • • • • • • • • • • • • - • • • • • • • • • • • • • • • • • • i • • . • . • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • . • • • • • • • • • • • • • • • • • • • • • • • . . . . . . . • I . . . . • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •I . • • • • • • • • • • • • • • • •• • • •••• • • • •• • • • • • • • • • • • • • • • • • • • • • • • • • • . . • ■ • . •4 • • • ••• • . • •• • • • • • • • • • • • • • • • • • • • • • • • • •• • •• • • • • . • • • • • • • • • e • • • • ••• • • • • • •••4 • • • • • • •i• • • • • • • • • • • • •••• • • • • • • • • • • • • ••• • • • • • • • • • • • • • • • • • • • • •i • • • • • • • • • 1 • • • • • • • • • • • • • • • • • • • • • • i • • • • • i•• • • •i i • • • • • • • • • • • • • • • • • • ■ i• • i•i• • • • • • • • • 4 • • • • • ••• • • •i • • ••i••• • • • • • •• • • • • . •. • . • • • ••• • • •• • r • • • e • r • • • ••• • • • • • • ••• • 4 • • • • • •••i• •• • • • • ••i• • • • •••• • • •i• • • • •• • • ••••• •• • • •i• • . • • • • •• • • • • • • • •• • • 1 • 00 • 4110•0000 • 4900 • . 00 • 000•0041100000•0. 019 • • • 0e . 4,0•4, 6000411 • 4100 • 4000 •004004. 041 • 04 • • • • •••••••• •• • • • • • • ••••i••••• • •••• • • • • ••• •• ••• • • • ••••••ii• • ••• • • •• • • • / • • • • • ••.•• . •i••••i• • •••• • • ••••••••• . • •• • ••• • • i••••••i• •i••• • ••• • • • • ••• 1 • •••• ••••• • • • • • •i•••••• •••••i•••••• • ••• • • • • •• •••••••••ii•••i• • ••••i• •• 1 •••••iii• • •••i•••••••••ii!••i•+.•ii••••iii••i•ii• • ree••••••• • • •i•i•• • • •4 i..•ii.....•iiiii•••••••is•..•i•••• • •••ii•• •S•i••••••is•i•iiiii• •i• •i•4 •••••i••i•i•ii••••i••••••iiii•i••••••i••••••••i••• ••••••ii•••i•••ii•••4 •ii••iii•iiii•i•Nii••ii•ii•i•••i••••••i• • • • • •••••••i•••••i•••!i••••••il •i•f••!•ii•••iiii•••i••i••••••••••••i••••i•i•••!•i•i•i••••••••••••••• •I •••••••••!••••••!••••••i••.i••••••i• ••••••••••i••••i••••i•••••i•i••isl ••i•iii••••i!•i••••••!•iii••iii••••••• •S•ii••ii•••ii•S•i•••i•••i•i•••1 •••i• • • •i00004,04•i!••S••i•000•41i•0100i i •ii•Sii•S••••S!i••S••ii•••••l •.•li!!•i••N•i••i•S•••••S•••i•i•••i••• • ••••!•isss•••••i•S••iiiisi••1 •Isis•••• i••SSi•M•ii•••S•ii•••iiii• i•iO• ••iSO••••i•••ii•••i••• il •••i•S••• i0i•••Sii•iS/i••i•i•ii ••i•/iii• •ii••i•••ii i•i• i0006••61 ••i i•ii•isi•S•S Si!• 00•S0i000000i0 •• S •i•i• ••i i• S i• 0i0•01 ••r•ii••••is••• •••• !!•Siiii•••i •••••iiis• • .4 •• i•i !atlS• is f!•i#! •• •!i!IlSi • •! ••! ! isi •! l !• +4 S•is • ••• S••i•4 !• 44 S S ! • • 4 4 S t + �, •i• ••M• • • + . ! • 4-4 S• 4 4 * 1 tt4+44 • ` l - 4 4 44� ♦ ti44 •- ♦¢ tH • s #T* ` 4 w �T if ITT ♦♦ 4-+♦' w• 4 4 4 �T • • ♦ ... -4 4 •4 •• �1 S. 4 • ++ + , ♦ 4 + 4 +4tat -}ft ++ 4 +-ra•• 44444+-* 44-4 . 4 # 4 , 4 • O. + + •. •••-*-+- 1 444 4t 44 ♦ 4 4 +4 ♦ 4 . 4-•�.♦ -•+ • •• 4 1, • ♦ 44 4 + 41� • 4 •-4 -g • A 4 • 4 e c . 1 s :< .. r. 4A._,: : 44 4k 4. 4 + 4 * 4 + o • o ♦ 44 4i 44--4 4 #-4 4 t4 • ♦ i 44 4-4 4 4 44 + ♦ 4 7. , r 4 * • 4 • 4 4 4 + 4 + * i 4 4 ii0 + + + +4 • 4 4 44 4 • EIectric \IehicIe 4 4 * . . + 4 . • * ♦ 4 e 4 4 ♦ ♦ + • 4 4 O. 4 ♦ + • • • ♦ + • + + 4 • . . . . * A • - • • , • • . 4 + • . • • • • . , C J J Proposal In Pro osal Mamaroneck- Lot D 178 Myrtle Blvd. Larchmont, NY 10538 Page 52 of 386 14.13 Hardware - ChargePoint CP6000 Family 50 Amp, 12 kW Seamlessly integrating charging management software, station hardware, driver interface and customer support, the CP6000 Series offers complete charging control, • • flexibility and reliability with superior driver experience. Get the most out of your investment with an advanced, integrated solution that's ready to serve your business, now and in the future. • Tailor charging to your needs with flexible hardware configurations and network settings. • Manage cost and complexity as you grow. • Simplify maintenance and future upgrades with modular station architecture. Superior Driver Experience • Reduce operational headaches, keep stations in use, improve productivity and generate positive brand association by enhancing driver satisfaction. • Deliver unique value to your organization by giving drivers reliable, easy to use stations. • Allow drivers to get in line to charge when stations are full and get notified when others finish charging with Waitlist. • Attract drivers and offer convenience with our broad charging network, roaming partnerships, mobile app and driver services. Software - ChargePoint Commercial Cloud Plan Complete visibility and control • 1 ■ ■ 0 . Comprehensive charging management software provides all the tools you need to efficiently accomplish your business goals. + Eliminate uncertainty and make charging work for your business with easy station settings,real-time status and analytics. 11111 W + Make your investment go further with tools to increase station usage and the number of drivers each port can serve. V v + Reduce up-front infrastructure and ongoing energy costs through the Power Management controls. Page 53 of 386 14.13 Scope of Work • Design and engineering. o Project design and specification of charging equipment. o Engineering drawings. • Permitting and inspections with authority having jursidiction (AHJ). • Management and submission of incentive paperwork. • Supply of and installation of charging hardware. o (2) ChargePoint CP6021, 50A 12kW, Dual Port Pedestal Mounted. o (2) ChargePoint Concrete Mounting Kit. • Construction and Project Management. o Project plan at time of kick off outlining task and project schedule, key personnel, scope, etc. (pre project site visit upon request). o Daily virtual check ins with the on-site subcontractor, including video call and photo sharing. o Weekly progress reports(daily upon request)with a two week look out plan/schedule. o Virtual punch list meeting with customer and subcontractor(post project site visit upon request). • Electrical Infrastructure As per INF/Enginer of Record Drawings: EVSE-One Line Diagram E-2 dated 04/24/2024 o Run Sch 40 PVC conduit from existing utility manhole to location of new H-Frame per site plan o Install new H-Frame and mount new service end box, 150A 208V Trans-S switch, and 150A 208V Panel. Provide (4) 70A circuit breakers to power(2) new dual port stations o Trench through grass and run conduit and wire from new Panel to (2) new dual port EV Charging Stations. o Install (2) bollards in front of each station and new equipment for a total of(6). Install signage and line painting for all spaces covered by new EV Charging Stations. • Supply and installation of miscellaneous items. o (7) Bollards. o (4) EV signage kits. o (4) Striping and Stenciling. • Startup and commissioning of new system. • Coordination with electric utility as needed. Page 54 of 386 14.13 Additional Services (quoted separately) • ChargePoint Assure Parts&Labor Warranty. • INF Preventative Maintenance Agreement. • INF Charging Success Program. • Extended Parts Warranty. Site Plan Mamaroneck Lot D — L2 Site Design ° - Install new H-Frame and \ l- - mount new service end ' . ti� box,150A2O8VTrans 5 ° N. + switch,and 15OA 2Q81f L�, / Panel from new utility / °' +1 s `` feed. f - Trench along sound fr ' barrier to first(4)parking T , b : spaces in garage to `4 s�}'' &`; ;,, `' install(2)dual EV .a k+ f �44 :' Chargers. -, :,# Iqq' i 1, 7 4. rr # ,fir ,i W ChargePoint CP6000 — — — Underground Conduit Above Ground Conduit New Electrical Gear i—i 1 — i Potential DCFC Utility Transformer — Location Page 55 of 386 F Commercial Summary INF Associates proposes to provide the project scope as detailed above in the"INF Associates Scope of Work"section for the pricing and quantities shown below(not including applicable sales&labor taxes). Description Qty Unit Price Tot Price Equipment&Accessories ChargePoint-CP6021,Dual Port Pedestal Mounted, NA,AC Station,2 x Type 1 Cable,50A,1-Phase,18' Cable,6'Cable Management Kit,Pedestal Mount,8" 2.00 5,440.00 10,880.00 Touch Display,Contactless Credit Card and RFID Reader,Cellular/Wi-Fi,UL,EnergyStar,Power Share Juniper,1YR Parts Warranty ChargePoint-CP6000 Concrete Mounting Kit 2.00 112.50 225.00 S oftwa re ChargePoint-Initial Station Activation& Configuration Service includes activation of cloud services and configuration of radio groups,custom 2.00 149.45 298.90 groups,connections,access control,visibility control,pricing,reports and alerts. ChargePoint-5yr Prepaid Commercial Cloud Plan 4.00 902.00 3,608.00 Hardware and Software Subtotal: $ 15,011.90 ProfessionatServices&Labor Professional Services&Labor-Incentive Eligible 1.00 55,741.12 55,741.12 Bollards 7.00 100.00 700.00 Signage 4.00 50.00 200.00 Painting 4.00 50.00 200.00 con Edison Power Ready Incentive(paid to INF} 1.00 - (36,000.00) installation Labor and Misc.Subtotal(after Utility Incentive): $ 20,841.12 Total Upfront Cost of Project: $ 35,853.02 Deposit Received $ - Total Balance Owed $ 35,853.02 Total Coat,Incentive and Rebate Summary Total Cost of Project: $ 71,582.77 Utility Con Edison Power Ready(paid to INF) (36,000.00) Total Upfront Cost of Project Owed: $ 35,582.77 State:NYSERDA ChargeReady2.0 - 30C Federal Tax Credit - State Tax Credit, - County Westchester CountyfMA (35,582.77) Total Cost of Project After Incentives,Rebates&Tax Credits: $ - Page 56 of 386 Payment Schedule: 1 25%of Total Balance Owed billed upon $8,963.26 delivery of engineering drawings 2 25%of Total Balance Owed billed upon receipt $8,963.26 of EV Equipment and materials 3 20%of Total Balance Owed billed upon $16,133.86 completion of construction(not including utility side construction) 4 5%of Total Balance Owed billed upon $2,792.65 approval of punchlist Remaining Total Upfront Cost of Project Owed $35,853.02 (before County IMA): Prices do not include value added,sales,or other applicable taxes or any regulatory charges that may be imposed by any governmental authority.Taxes will be included at invoice.Subscriptions for networking software and maintenance require acceptance of the terms and conditions set forth in the Master Services Subscription Agreement.Subscriptions are effective commencing on the date on which a station or vehicle is activated and continues for the applicable subscription term.All prices are subject to terms and conditions of individual agreements. Page 57 of 386 14.13 Maintenance and Warranty (optional, quoted separately upon request): Check Description Qty Unit Price Total Amount Box INF Preventative Maintenance - 1 Year $50.00 $2 ; (Level II Only,priced per port) INF Preventative Maintenance-5 Year(Level $250.00 $1,000.00 II Only,priced per port) ChargePoint-1yr Prepaid Assure Parts& $378.40 $756.80 Labor Warranty Plan(priced per unit) ChargePoint-5yr Prepaid Assure Parts& $1,496.00 $2,992.00 Labor Warranty Plan(priced per unit) ChargePoint-Extended 4-year Parts $1,200.00 $2,400.00 Warranty(priced per unit) Hardware maintenance and extended parts warranties are not eligible items covered by utility or county funding. Upon request, INF Associates will prepare a separate agreement for the desired maintenance contract term. Pricing above is not reflected in the Commercial Summary or Total Price Owed in payment schedule. Page 58 of 386 General Conditions and Clarifications • This proposal is valid for 30 days. Due to current volatility in the commodities market, materials such as Copper,Steel, and PVC cannot be held for more than 30 days. • Pricing is based on the proposed site plan and preliminary design.Changes to scope or site design could be necessary, as determined during final engineering and utility coordination.Any changes will be communicated through change order requests. • Incentives,grants,and tax credits are estimated,and no guarantees are made to the amounts.Any changes will be communicated,and buyer is responsible for any difference in the amounts from estimated. • Hardware and software requirements for incentive eligibility are subject to change;if proposed hardware and/or software is ineligible at time of installation, INF Associates will attempt to identify a suitable alternative that meets eligibility requirements.Any resulting changes to pricing will be communicated through an updated proposal or change order. • Performance based incentives,such as a "speed bonus," are not accounted for in the estimated incentives.Any performance-based incentives obtained during project execution will be retained by INF Associates. • Standard lead time is estimated at 6-8 weeks after utility coordination and receipt of permit. Permitting and utility coordination varies greatly,and timing is out of the control of INF Associates. No expedited manufacturing or delivery has been included in this proposal. • This proposal is based on the use of approved industry standard materials and methods. • Engineering and design is inclusive of up to 1 revision.Additional revisions requested from client will be quoted as a change order. • Proposal is based upon a continuous construction schedule with no demobilization&re-mobilization. • Pricing is based on lay-down for tools,equipment and material being at the site,adjacent to work area. • This bid assumes that there is sufficient parking for the work crew. • This bid assumes that the facilities staff will provide access to the appropriate areas of the site during the installation and commissioning process. • Labor is to be performed during normal business hours;overtime rates not included • Sales and labor tax cannot be omitted from software and maintenance costs. • Manufacturer's warranty for charging equipment is parts only. • Enrollment in INF Charging Success Program is subject to acceptance of Terms and Conditions set forth in INF Charging Success Program Agreement. Exclusions • Furnishing or installation of electrical equipment or materials not specified in scope of work or drawings. • Arc flash/coordination study.Adder can be provided upon request. • Temporary power or lighting. • Hazardous material survey or removal and disposal of any hazardous materials,including any work in asbestos or lead contaminated environments or work requiring containment areas and/or special containment clothing/protection suits. • Liquidated damages. • Owner certified insurance programs. • Payment and performance bond. • Rectifying existing non-code compliant wiring or conduits not associated with scope noted above. • Lightning protection,cellular boosters,or cellular signal repeaters. Page 59 of 386 14.13 Proposal Acceptance To proceed with the project as proposed, please sign below,accepting the terms and payment schedule of this proposal. Engaging Parties INF Associates, LLC("INF") Address 1116 Main Street Fishkill, NY 12524 Company EIN 45-2977391 Contact Name Robert Miller Contact Email RMiller@infassociates.com Finance Contact Name Sarah Alvarado Finance Contact Email AR@infassociates.com ("Customer") Legal Entity Name Company EIN Contact Name Contact Email Finance Contact Name Finance Contact Email Special Invoicing Instructions (if applicable) INF Associates, LLC Customer Signature: Signature: Name: Name: Title: Title: Date: Date: Page 60 of 386 Appendix A - Terms and Conditions 1. Terms of payment for the Products and Services are net thirty(30)days.Any invoice not paid within thirty(30)days from the date of invoice will be subject to a service charge equal to the lesser of One and One-half percent(1.5%)per month on account balances or the maximum percentage permitted by law. INF reserves the right to de-activate the charging equipment for non-payment. 2. For projects that are delaye more than thirty(30)days for reasons out of the control of INF,or for delays in receiving necessary information for securing incentives, INF reserves the right to adjust payment schedule accordingly. 3. All prices shall include all federal,state, local and foreign taxes,duties,customs,and other fees relating to the sale, transportation, use, performance or possession by the Buyer of the Product and Services. 4. Buyer must meet all utility and state incentive operating and reporting requirements or they may be subject to repayment of rebates and incentives. In the case Buyer does not meet the utility and state incentive requirements, INF shall not be liable for the repayment of any rebates or incentives. 5. INF shall not be liable for delays or performance resulting from causes beyond its reasonable control,acts of God,acts or omissions of Buyer,fire,strike,or other labor difficulty.Should there be a delay,the date of delivery or performance shall be extended. 6. An order may be terminated only by mutual written agreement between Buyer and INF and only upon payment of costs and expenses already incurred by INF. 7. Assignment:The Customer shall neither assign this Agreement nor any claim arising under this Agreement without the prior written consent of INF. INF may assign this Agreement at any time in any of the following cases:a)to any affiliates or as part of a corporate reorganization,including in connection with a merger,acquisition,or sale of all or substantially of its business or assets;or b)to any appointed distributor or representative on its behalf. 8. Changes And Modifications: Any change or modification to this Agreement must be in writing and signed by both parties in the form of a Change Order. 9. Independent Status Of Company: Company,its employees,agents and Subcontractors are not partners,joint venturers,associates,employees or agents of Customer. Company will not hold itself out as, nor claim to be,an agent, officer or employee of Customer by reason of this Agreement or any SOW, nor will Company make any claim of right, privilege,or benefit which would accrue to any of Customer's employees. 10. Failure To Perform/Breach Of Contract: In the event of non-performance or unsatisfactory performance by Company of any of its obligations under this Agreement,which is not cured during the Cure Period,Customer may terminate this Agreement. Customer shall provide prior written notice to Company of said non-performance or unsatisfactory performance and Company shall have five(5)business days after such notice to cure said failure the("Cure Period")prior to a termination for cause of this Agreement and/or the applicable SOW. In the event the cure cannot be completed within the 5-day period,substantial undertaking shall be sufficient. 11. Licensing,Accreditation And Registration: Company shall comply with all applicable local,state,and federal licensing, accreditation,and registration requirements/standards, necessary for the performance of this Agreement and the Services. 12. Nondiscrimination: Company shall comply with all federal and state nondiscrimination laws, regulations,and policies in the administration of this Agreement. 13. Severability: If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid,such invalidity shall not affect other provisions of this Agreement which can be given effect without the invalid provision,and to this end the provisions of this Agreement are declared severable. 14. Termination For Convenience: This Agreement may be terminated without cause by Customer upon thirty(30)days' prior written notice. 15. Termination For Cause: Customer may, by written notice,terminate this Agreement for cause,in whole or in part,for failure of Company to perform its obligations under this Agreement or an SOW. Page 61 of 386 16. Termination Procedure: After receipt of notice of termination,and except as otherwise directed by the Customer, Company shall: a. Stop the performance of Services under this Agreement and any applicable SOW on the date and to the extent specified in the notice; b. Place no further orders for materials or services except as may be necessary for completion of such Services as are not terminated; c. Complete performance of any part of this Agreement and the applicable SOW as shall not have been terminated by Customer; d. Take all action as may be necessary,or as Customer may direct,for the protection and preservation of property of Customer which is in the possession of Company; Unless otherwise provided in this Agreement,Customer shall pay to Company the agreed upon price for Services provided to Customer prior to the effective date of termination, unless the termination is for cause,in which case Customer shall determine the extent of damages caused to Customer prior to making any remaining payment to Company,after appropriate offset. The rights and remedies of Customer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 17. Waiver: Waiver of any breach of any provision of this Agreement shall not be considered a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the Agreement unless stated to be such in writing,signed by INF. Page 62 of 386 6^^P$ZOZZI£0 dour ooi}000l�a6JNOD A3 "M'd N9 NMVd0 N aDoauo aN 03N01511 9ERL—[8E (616) 'k'[0 'NO3[002IVWt z-s GVON ISOd OONNON'M O6d 2bSOI MI 'NO3N0?JVWVW 0 Y8 8 S101 1N3Wdlflb3 INId[I Vdd0 OlN[2IddMIDNd �� o=, zozi6 ieoON„eoN NV�O3rIioavwvwI oe NMoi4L 2i30b dH0 n3 1VI1N310d xOdNO2I5AVN d0 NA0i �. W I r Q A ct W z 0 U' WW _ 5 0 W = w W ce ill illt _J i In W H W J §0 ,fir co m w m J N 0 Z OgL m I 4.1~W 0_ Q-I EtCYoa I ��ao w 1 It. N1-> mg m I J 01, ,... I It __ _ 1 a I- , � 65 (XI- U (D W w W Qa� m J z V W W J m O z _ m J Y W m W H W J H W�'Q I- Wr r I Jix(1) 1- 'au:C. W Z Z m W W Y a I lir t QNQ VI 5 o Woa w W 2 Wm U C..)WCC I I OI ga -I rn W WWN o w I I Q d a J� a. Z Z OV Q Q U O >-U:4.co H H Z 0...... _ 0 o p z �Wp I W 0 c' H W L. 0�Ial Z O 1"-----_______� O W( / WW \ I W W I / C/)2 ¢0�� Wa 0 W 0 W 0 }0 Q W Z K WWZI-Q Z <Z 0 O W w d 1Q O U W W Z W 0Z Z gO O � Li 1OWZ a~a a 'P Z WNe �0o W o W IIII Page 63 of 386 c m Town of Mamaroneck Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck,NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator Re: Westchester Power Program 2025 Memorandum of Understanding and Electric Service Agreement Date: April 16, 2025 Attached are the following documents related to participation in the Westchester Power Community Choice Aggregation (CCA)program: 1. Memorandum of Understanding (MOU) for participation in the Westchester contract 2. Electric Service Agreement that accompanies the above MOU. Should the Board wish to continue participation in the CCA, authorization will be needed for both documents and the Board will need to choose either the 100% renewable clean power product or the 50%renewable clean power product. Action Requested: Resolved that the Town Board hereby approves the Memorandum of Understanding for Participation in the 2025 Westchester Power Contract and the 2025 Electric Service Agreement and hereby authorizes the Town Administrator to execute the agreement and any related documents necessary to carry out their implementation. Be it further resolved that the Town Board hereby selects the 100% Renewable Clean Power Product or 50% Renewable Clean Power Product. Attachment/s: MOU Con Ed 2025 - DRAFT- Clean ESA Con Ed 2025 - DRAFT - Clean Page 64 of 386 CCA MOU - CON ED 3/6/2025 MEMORANDUM OF UNDERSTANDING For Participation in the Westchester Power Contract For Communities in the Con Edison Service Territory This Memorandum of Understanding is entered into by and between: Sustainable Westchester,Inc., a New York non-profit corporation ("Sustainable Westchester"), and the City/Town/Village of (the "Municipality"), a local government member of Sustainable Westchester (each a "Party" and collectively,the "Parties"). 1. Background: a. The New York Public Service Commission,through the CCA Orders (as defined below), has approved the establishment of Community Choice Aggregation ("CCA") programs throughout New York State and authorized Sustainable Westchester to implement a CCA program pursuant to a Master Implementation Plan. b. Sustainable Westchester's CCA Program enrolled Participating Customers from an initial group of 20 participating municipalities in April 2016. As of 2025, the program serves 26 municipalities across Westchester County. c. For participating municipalities in the Con Edison utility territory, the current Electric Service Agreement for the Sustainable Westchester CCA Program will terminate on the first meter read date after November 30, 2025. d. In compliance with the CCA Orders,the Municipality has adopted local legislation to enable Community Choice Aggregation. e. As a member of Sustainable Westchester in good standing and a participant in the Sustainable Westchester CCA Program, the Municipality wishes to continue to engage the services of Sustainable Westchester as the Program Manager for Community Choice Aggregation for the operation and maintenance of the Program. 2.Definitions: a. 2024 ESA: The ESA which implemented the Sustainable Westchester CCA Program during the period from November 1, 2024 to the first meter read date after November 30, 2025. b. 2025 ESA: The ESA which will implement Sustainable Westchester CCA Program commencing on December 1, 2025 for the Con Edison service territory. The 2025 ESA shall have substantially the same terms outlined in the attached 2025 ESA Template (Attached as Exhibit 1). c. CCA Orders: Collectively, the February 26, 2015 "Order Granting Petition in Part" issued by the PSC in Case 14-M-0564; the April 21, 2016 "Order Authorizing Framework for Community Choice Aggregation Opt-out Program" issued by the PSC in Case 14-M-0224 (the "CCA Framework Order"), which sets forth the requirements, terms, and conditions under which CCA programs can proceed through implementation; and the November 15, 2018 "Order Approving Renewal of the Sustainable Westchester Community Choice Aggregation Program" issued by the PSC in Case 14-M-0564, which reauthorizes the Sustainable Westchester CCA program under a Master Implementation Plan; the January 19, 2023 "Order Modifying Community Choice Aggregation Programs and Establishing Further Process" issued by the PSC in Case 14-M-0224 (the "CCA Framework Modification Order"), and the Order Modifying Outreach and Education Requirements and Directing Program Evaluation in Case 14-M-0224. Page 1 of 4 Page 65 of 386 CCA MOU - CON ED 3/6/2025 d. Community Choice Aggregation Program or CCA Program or Program: A municipal energy procurement program, which replaces the incumbent utility as the default supplier for all Eligible Consumers within the Participating Municipality, as defined in the CCA Orders. e. Competitive Supplier: An entity duly authorized to conduct business in the State of New York as an Energy Service Company ("ESCO")that procures electric power for Eligible Consumers in connection with this CCA Program. f. Compliant Offer: Electric power supply offer from a Competitive Supplier that meets the requirements specified in this MOU and the 2025 ESA and that is submitted by the lowest responsible bidder, subject to the terms and conditions set forth in the 2025 RFP. g. Default Product: The product selected by the Municipality for supply to its Participating Customers, unless they take action to select a different product or opt out. The Default Product for the Municipality shall be the [100% 1 50%] Renewable Clean Power Product as that term is defined in the 2025 ESA. h. Distribution Utility: Owner or controller of the means of distribution of the natural gas or electricity that is regulated by the Public Service Commission in the Municipality. i. Electric Service Agreement("ESA"): An agreement that implements a CCA Program and contains all the terms and conditions of the Program. j. Eligible Customers —Customers of electricity eligible to participate in the CCA Program, either on an opt-out or opt-in basis, as delineated in the CCA Framework Order and the CCA Framework Modification Order. Competitive Supplier may provide Firm Full- Requirements Power Supply to Eligible Customers who are not Opt-out Eligible Customers at Competitive Supplier's sole discretion on an opt-in basis. For the avoidance of doubt, all Eligible Customers must reside or be otherwise located at one or more locations within the geographic boundaries of the Municipality and served by the Distribution Utility, as such boundaries exist on the Effective Date of this ESA. k. Participating Municipality: A dues-paying municipal member of Sustainable Westchester,which has adopted the applicable local legislation for the CCA Program. 1. Opt-out Eligible Customers: Eligible Customers that are eligible for Opt-out treatment as delineated in the CCA Framework Order and the CCA Framework Modification Order. For the avoidance of doubt, Opt-out Eligible Customers shall not include customers that have previously opted-out of the Program. m. Participating Customers: Eligible Customers enrolled in the Program, including Opt-out Eligible Customers who have been enrolled subsequent to the opt-out process and other customers who have been enrolled after opting in. n. Program Manager: Sustainable Westchester, a non-profit corporation of which the Participating Municipality is a member. o. Public Service Commission ("PSC"): The New York State Public Service Commission or the New York State Department of Public Service acting as staff on behalf of the PSC, or any successor state agency. p. Qualifications Review: A verification of the status of the Competitive Supplier as an electricity supplier in the Distribution Utility's service territory. A precondition for attaining such status is that Competitive Supplier has met the credit requirements established by the New York Independent Systems Operator. q. 2025 RFP: The request for proposals to suppliers to provide energy to Participating Customers for the 2025 ESA. 3. Purpose: The purpose of the Memorandum of Understanding is as follows: Page 2 of 4 Page 66 of 386 CCA MOU - CON ED 3/6/2025 a. To establish participation by the Municipality (hereafter,the "Participating Municipality") in a Community Choice Aggregation Program (hereafter, the "Program")that will be managed on its behalf by Sustainable Westchester, (hereafter,the "Program Manager") under the 2025 ESA. b. To affirm that the Participating Municipality and Program Manager agree to adhere to the terms and conditions of the 2025 ESA in the event they execute it. c. To affirm that the Participating Municipality and Program Manager agree to execute the 2025 ESA, subject to the conditions of review and approval outlined in 4(c) and 5(a),below. 4. Roles and responsibilities of the Program Manager: As Program Manager, Sustainable Westchester agrees to perform all duties outlined in the 2025 ESA and,prior to execution of that agreement, Program Manager agrees to: a. Provide the involved agencies and parties to the CCA Orders, including, but not limited to, the PSC and Distribution Utility, requested information about and documentation of the actions undertaken by the Participating Municipality in furtherance of enabling participation in the Program; b. Manage the energy procurement bidding process including: i. the identification and notification of potential firms seeking to be the Competitive Supplier, ii. the collection of indicative pricing and other inputs against which to evaluate the 2025 ESA offers, iii. the preparation of the 2025 ESA, iv. the management of the Request for Proposals ("RFP")process from preparation of the content to the publication of the RFP and management of firms responding to the RFP, v. the acceptance, secure opening, and review of to the RFP, and vi. the organization of the Qualifications Review,bid evaluation, and selection of a Competitive Supplier, all in a manner that is consistent with this MOU and transparent to the Participating Municipality and firms seeking to be the Competitive Supplier; c. Sign the 2025 ESA in a timely fashion subject to the conditions that: i. the Competitive Supplier is deemed qualified for the duration of the 2025 ESA by the Qualifications Review, and ii. such Competitive Supplier's offer is deemed by the Program Manager to be a Compliant Offer as defined in Section 2 above. d. Fulfill any other responsibilities as may reasonably adhere to facilitating the implementation of the Program, subject to the Program Manager's inherent and original role as an organization driven by the deliberated priorities of its constituent member municipalities. 5. Roles and responsibilities of the Participating Municipality: The Participating Municipality agrees to: a. Sign the 2025 ESA, in a timely fashion, subject to the conditions that: i. the Competitive Supplier is deemed qualified for the duration of the 2025 ESA by the Qualifications Review, and ii. such Competitive Supplier's offer is deemed by the Program Manager to be a Compliant Offer as defined in Section 2 above. b. Page 3 of 4 Page 67 of 386 CCA MOU - CON ED 3/6/2025 6. Term and Termination: Memorandum of Understanding shall expire on the earlier of December 31, 2025 or the date on which the 2025 ESA is signed by the Participating Municipality, the Program Manager, and the selected Competitive Supplier. Participating Municipality shall have the right to terminate this Memorandum of Understanding for any of the reasons set forth in the Termination section of the 2025 ESA attached hereto as Exhibit 1. IN WITNESSETH WHEREOF, the Parties have signed this MEMORANDUM OF UNDERSTANDING on the day and year appearing below their respective signatures. City/Town/Village of Authorized Official Name and Title: Signature: Address: Telephone(s): E-Mail Address: Address for Notices: Sustainable Westchester,Inc. Authorized Official Name and Title: Noam Bramson, Executive Director Signature: Address: 40 Green Street, Mount Kisco,NY 10549 Telephone(s): (914) 242-4725 E-Mail Address: noam@sustainablewestchester.org Address for Notices: 40 Green Street, Mount Kisco,NY 10549 Attachments: Exhibit 1, ESA Con Ed 2025 - Clean.docx Page 4 of 4 Page 68 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 1 Electric Service Agreement Exhibit 1 to accompany the Memorandum of Understanding on Community Choice Aggregation This Electric Service Agreement is by and between the [Municipality], [Supplier] and Sustainable Westchester [remainder of this page is left intentionally blank] Page 69 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 2 Contents RECITALS 3 ARTICLE 1 DEFINITIONS 5 ARTICLE 2 RIGHTS GRANTED 10 ARTICLE 3 CUSTOMER CHOICE, NOTIFICATION OF RIGHTS, ENROLLMENT 12 ARTICLE 4 TERM OF CONTRACT AND TERMINATION 14 ARTICLE 5 CONTINUING COVENANTS 16 ARTICLE 6 ROLE OF THE MUNICIPALITY 19 ARTICLE 7 ROLE OF PROGRAM MANAGER 20 ARTICLE 8 PRICES AND SERVICES; BILLING 22 ARTICLE 9 COMPLIANCE WITH THE PSC ORDERS 23 ARTICLE 10 SERVICE PROTECTIONS FOR RESIDENTIAL CUSTOMERS 23 ARTICLE 11 NON-DISCRIMINATION IN HIRING AND EMPLOYMENT 24 ARTICLE 12 POWER SUPPLY INFORMATION AND ACCESS TO INFORMATION 24 ARTICLE 13 RESOLUTION OF DISPUTES; CHOICE OF LAW AND FORUM 26 ARTICLE 14 INDEMNIFICATION 26 ARTICLE 15 REPRESENTATIONS AND WARRANTIES 27 ARTICLE 16 INSURANCE 29 ARTICLE 17 REGULATORY EVENT/NEW TAXES 29 ARTICLE 18 MISCELLANEOUS 30 ARTICLE 19 REMEDIES 34 EXHIBIT A -PRODUCTS, PRICES AND TERMS 37 EXHIBIT B - TEMPLATE KWH SALES AND CUSTOMER ACCOUNTS DATA SUMMARY 42 EXHIBIT C - DATA REQUIREMENTS 43 EXHIBIT D - OPTION FOR ALTERNATIVE SUPPLY OF POWER 45 Page 70 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 3 RECITALS WHEREAS, Sustainable Westchester, Inc. sought approval of a demonstration community choice energy aggregation ("Community Choice")program in Westchester County in 2014, which would allow local governments to participate in a Sustainable Westchester program to procure energy supply from an Energy Services Company for the residents of the municipalities; WHEREAS, on February 26, 2015, the Public Service Commission of the State of New York approved implementation of the first Community Choice pilot program in New York State; WHEREAS, the PSC subsequently issued the order"Authorizing Framework for Community Choice Aggregation Opt-out Program" on April 21, 2016 (the "CCA Framework Order") enabling Community Choice throughout New York State; WHEREAS, the Sustainable Westchester Community Choice Aggregation Program (also known as Westchester Power) is intended to include residential and small non-residential customers, and to permit the aggregation of electric purchases by the communities which elect to participate; WHEREAS, the [Municipality] ("Municipality")has adopted a Local Law to participate in the Sustainable Westchester Community Choice Program ("Program")to aggregate customers located within the Municipality and to negotiate competitive rates for the supply of electricity for such customers; WHEREAS, the Program allows Municipality to solicit competitive bids for the supply of electricity individually or as part of a buying group with other municipal aggregators; WHEREAS, the Sustainable Westchester Community Choice Program enrolled Participating Customers from an initial group of 20 participating municipalities in April 2016, and additional municipalities have joined in the years since its inception; WHEREAS, Sustainable Westchester, Inc. has been authorized by the Municipality to act as Program Manager for a Community Choice Program, pursuant to Local Law and Memorandum of Understanding 2025, to issue a request for proposals ("RFP") to suppliers to provide energy to Participating Customers, and to award supply contracts; WHEREAS, [SUPPLIER NAME], an entity duly authorized to conduct business in the State of New York as an energy service company ("ESCO") (the "Competitive Supplier"), desires to provide Full-Requirements Power Supply to customers located within the Municipality, pursuant to the terms and conditions of this Electric Service Agreement("ESA"); WHEREAS, the Municipality desires that the Competitive Supplier provide Firm Full- Requirements Power Supply and Consolidated Billing as an alternative to Default Service for Participating Customers within the Municipality; Page 71 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 4 WHEREAS, Competitive Supplier is willing to provide two distinct electric supply products and two corresponding pricing levels: (1) a 50% Renewable Clean Power Product comprised of the Standard Product plus New York Voluntary Clean Power RECs making up 50% of Participating Customers' electricity usage and price, and(2) a 100% Renewable Clean Power Product comprised of the Standard Product plus New York Voluntary Clean Power RECs making up 100% of Participating Customers' electricity usage and price; WHEREAS, Municipality has chosen the [100/50]% Renewable Clean Power product as the Default Product for Participating Customers; WHEREAS, Competitive Supplier agrees to pay a fee to Program Manager; WHEREAS, Municipality prefers for Competitive Supplier to collect and remit the fees due the Program Manager; WHEREAS, the local governments that participate in the Sustainable Westchester Community Choice Program, including this Municipality, intend that this Agreement be uniform in form and substance in each instance throughout the Program; and NOW THEREFORE, IT IS AGREED THAT, Municipality, Program Manager, and the Competitive Supplier hereby enter into this ESA subject to the terms and conditions below. Page 72 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 5 ARTICLE 1 DEFINITIONS Capitalized terms that are used but not defined in the body of this ESA,including the Exhibits hereto, shall be defined as set forth in this Article 1. Words defined in this Article 1 that are capitalized shall be given their common and ordinary meanings when they appear without capitalization in the text. Words not defined herein shall be given their common and ordinary meanings. 1.1 50% Renewable Clean Power Product—Has the definition set forth in Exhibit A. 1.2 100% Renewable Clean Power Product—Has the definition set forth in Exhibit A. 1.3 Associated Entities—Any and all of the employees, officers, agents, representatives, and independent contractors and subcontractors of the Competitive Supplier or of any of its corporate parents, affiliates, or subsidiaries,which provide goods or services to, or in any way assist, the Competitive Supplier in meeting its obligations under the ESA, but specifically excluding the Distribution Utility. 1.4 Bankruptcy - With respect to a Party, (i) such Party ceases doing business as a going concern, generally does not pay its debts as they become due or admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition,readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other Governmental Rule, or seeks or consents to or acquiesces in the appointment of any trustee, receiver, custodian or liquidator of said Party or of all or any substantial part of its properties, or makes an assignment for the benefit of creditors, or said Party takes any corporate action to authorize or that is in contemplation of the actions set forth in this clause (i); or(ii) a proceeding is initiated against the Party seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other Governmental Rule and such proceeding is not dismissed within ninety (90) days after the commencement of such proceeding, or any trustee, receiver, custodian or liquidator of said Party or of all or any substantial part of its properties is appointed without the consent or acquiescence of said Party, and such appointment is not vacated or stayed on appeal or otherwise within ninety (90) days after the appointment, or, within ninety (90) days after the expiration of any such stay, has not been vacated, provided that, notwithstanding the foregoing, the exercise of rights to take over operation of a Party's assets, or to foreclose on any of a Party's assets, by a secured creditor of such Party (including the appointment of a receiver or other representative in connection with the exercise of such rights) shall not constitute a Bankruptcy. 1.5 CCA Orders—Collectively, the February 26, 2015 "Order Granting Petition in Part" issued by the PSC in Case 14-M-0564; the April 21, 2016 "Order Authorizing Framework for Community Choice Aggregation Opt-out Program" issued by the PSC in Case 14-M-0224 (the "CCA Framework Order"),which sets forth the requirements, terms, and conditions under which CCA programs can proceed through implementation; the November 15, 2018 "Order Approving Renewal of the Sustainable Westchester Community Choice Aggregation Program" issued by the PSC in Case 14-M-0564, which reauthorizes the Sustainable Westchester CCA program under a Master Implementation Plan; the January 19, 2023 "Order Modifying Community Choice Aggregation Programs and Establishing Further Process" issued by the PSC in Case 14-M-0224 (the "CCA Framework Modification Order"), and the Order Page 73 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 6 Modifying Outreach and Education Requirements and Directing Program Evaluation in Case 14-M-0224. 1.6 Commercially Reasonable - Any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known, or which in the exercise of due diligence should have been known, at the time the decision was made,would have been expected in the industry to accomplish the desired result consistent with reliability, safety, expedition, project economics and applicable law and regulations, as defined in the Uniform Business Practices or without limitation in additional applicable law and regulations,provided that in no event shall increased costs or economic hardship be an excuse for not performing a Party's obligations under this ESA. 1.7 Community Choice—Municipal electricity procurement program, purchasing supply for the aggregated demand for all Participating Customers within the Municipality. 1.8 Competitive Supplier or Energy Services Company ("ESCO")—An entity duly authorized to conduct business in the State of New York as an ESCO. 1.9 Consolidated Billing -A billing option that provides Participating Customers with a single bill issued by the Distribution Utility combining delivery and supply charges from the Distribution Utility and Competitive Supplier respectively. 1.10 Default Product—The product selected by the Municipality for supply to its Participating Customers, unless they take action to select a different product or opt out. 1.11 Default Service— Supply service provided by the Distribution Utility to customers who are not currently receiving service from a Competitive Supplier. 1.12 Delivery Term - The period for which prices for Firm Full-Requirements Power Supply have been established, as set forth in Exhibit A. 1.13 Distribution Utility - Owner or controller of the means of distribution of the natural gas or electricity that is regulated by the Public Service Commission in the Municipality. 1.14 Electronic Data Interchange ("EDI") - The exchange of business data in a standardized format between business computer systems. 1.15 Effective Date - The date upon which this ESA has been executed by the Parties (to be determined by the later date if the Parties execute on different dates). 1.16 Eligible Customers—Customers of electricity eligible to participate in the CCA Program, either on an opt-out or opt-in basis, as delineated in the CCA Framework Order and the CCA Framework Modification Order. Competitive Supplier may provide Firm Full- Requirements Power Supply to Eligible Customers who are not Opt-out Eligible Customers at Competitive Supplier's sole discretion on an opt-in basis. For the avoidance of doubt, all Eligible Customers must reside or be otherwise located at one or more locations within the geographic boundaries of the Municipality and served by the Distribution Utility, as such boundaries exist on the Effective Date of this ESA. 1.17 ESA - This Electric Service Agreement. Page 74 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 7 1.18 Environmental Disclosure Label—The fuel mix purchased by an ESCO and the related emissions of those fuels compared to a statewide average, which is required to be reported under the DPS's Environmental Disclosure Program. 1.19 Federal Energy Regulatory Commission ("FERC") - The United States federal agency with jurisdiction over interstate electricity sales, wholesale electric rates,hydroelectric licensing, natural gas pricing, and oil pipeline rates. 1.20 Firm Full-Requirements Power Supply - The service under which the Competitive Supplier provides all of the electrical energy, capacity, reserves, and ancillary services, transmission services, transmission and distribution losses, congestion management, and other such services or products necessary to provide firm power supply at a fixed contract price including all those components regardless of changes in kWh usage or customer grouping during the contract term to Participating Customers at the Point of Sale, other than the cost of transmission and distribution services that are billed through the distribution tariff(s) and provided by the Distribution Utility and/or the NYISO to provide electricity to the Point of Delivery. 1.21 Force Majeure -Any cause not within the reasonable control of the affected Party which precludes that party from carrying out,in whole or in part, its obligations under this ESA, including, but not limited to,Acts of God; winds; hurricanes; tornadoes; fires; epidemics; landslides; earthquakes; floods; other natural catastrophes; strikes, lock-outs or other industrial disturbances; acts of public enemies; acts, failures to act or orders of any kind of any governmental authorities acting in their regulatory or judicial capacity, provided, however, that any such discretionary acts, failures to act or orders of any kind by the Municipality may not be asserted as an event of Force Majeure by the Municipality; insurrections; military action; war, whether or not it is declared; sabotage; riots; civil or industrial disturbances or explosions. Nothing in this provision is intended to excuse any Party from performing due to any governmental act, failure to act, or order,where it was reasonably within such Party's power to prevent such act, failure to act, or order. Economic hardship of any Party shall not constitute an event of Force Majeure. 1.22 General Communications - The type of communications described and defined in Article 5.7 herein. 1.23 Governmental Authority - Any national, state or local government, independent system operator,regional transmission owner or operator, any political subdivision thereof or any other governmental,judicial, regulatory,public or statutory instrumentality, authority, body, agency, department, bureau, or entity, excluding the Municipality. Page 75 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 8 1.24 Governmental Rule - Any law, rule, regulation, ordinance, order, code, permit, interpretation,judgment, decree, or similar form of decision of any Governmental Authority having the effect and force of law, including but not limited to the CCA Orders.. 1.25 kWh,kW - Kilowatt-hour and kilowatt, respectively. 1.26 Local Law—A local law or ordinance, adopted by Municipality according to General Municipal Law, which authorizes Municipality to join the Sustainable Westchester Community Choice Program. 1.27 Memorandum of Understanding 2025—Binding agreement between Municipality and Program Manager authorizing Sustainable Westchester to administer the Program. 1.28 Newly Opt-Out Eligible Customers—Residential and small commercial customers of electricity that become Opt-out Eligible Customers after the Effective Date, including those that move into Municipality and those who complete or terminate other 3rd party supply contracts and have returned to Default Service, provided these customers have not previously opted out of the Program. 1.29 New Taxes -Any taxes not in effect as of the Effective Date enacted by a Governmental Authority or the Municipality, to be effective after the Effective Date with respect to Firm Full- Requirements Power Supply, or any Governmental Rule enacted and effective after the Effective Date resulting in application of any existing tax for the first time to Participating Customers. 1.30 Nominal Start Date—December 1, 2025. 1.31 NYISO - The New York Independent System Operator, or such successor or other entity which oversees the integrated dispatch of power plants in New York and the bulk transmission of electricity throughout the New York power grid. 1.32 Opt-out Eligible Customers - Eligible Customers that are eligible for Opt-out treatment as delineated in the CCA Framework Order and the CCA Framework Modification Order, but shall not include customers in service classes SC8, SC12, and SC13. For the avoidance of doubt, Opt-out Eligible Customers shall not include customers that have previously opted out of the Program. 1.33 Participating Customers - Eligible Customers enrolled in the Program, including Opt- out Eligible Customers who have been enrolled subsequent to the opt-out process and other customers who have been enrolled after opting in. 1.34 Parties - The Municipality, the Program Manager, and the Competitive Supplier, as the context requires. In the singular, "Party" shall refer to any one of the preceding. 1.35 Point of Delivery - The boundary of the Distribution Utility's electricity franchise, or the point at which the Competitive Supplier delivers the power to the Distribution Utility 1.36 Point of Sale - The electric meter for each Participating Customer's account, as designated by the Distribution Utility, such that all line loss costs are included in Competitive Supplier price to bring power to the meter. Page 76 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 9 1.36 Program - Sustainable Westchester Community Choice Aggregation Program. 1.37 Program Manager—Sustainable Westchester, Inc., a non-profit organization comprised of multiple municipalities in Westchester County of which the Municipality is a member, authorized by the PSC to put out for bid the total amount of electricity being purchased by Participating Customers. Program Manager is responsible for Program organization, administration,procurement, and communications, unless otherwise specified. 1.38 PSC or DPS - The New York State Public Service Commission or the New York State Department of Public Service acting as Staff on behalf of the PSC, or any successor state agency. 1.39 Qualifying Regulatory Event--Implementation of a new, or changes to an existing, Governmental Rule by a Governmental Authority at any time after Competitive Supplier submits its bid response to the RFP associated with this ESA, including without limitation the Distribution Utility's tariffs, market rules, operating protocols and definitions, which have a material effect on the services and transactions contemplated by this ESA. A "change" as used herein includes without limitation any amendment, modification, nullification, suspension, repeal, finding of unconstitutionality or unlawfulness, or any change in construction or interpretation. To meet the threshold of being a Qualifying Regulatory Event, the impact of the event must negatively or positively impact the majority of customers in the same service class, but not including a Regulatory Event that applies uniquely to Competitive Supplier. Notwithstanding anything to the contrary in this ESA or the RFP, any changes to the Purchase of Receivables (POR) approved by the PSC shall be deemed a Qualifying Regulatory Event hereunder. 1.40 Regulatory Event-- Implementation of a new, or changes to an existing, Governmental Rule by a Governmental Authority at any time after Competitive Supplier submits its bid response to the RFP associated with this ESA, including without limitation the Distribution Utility's tariffs, market rules, operating protocols and definitions, which have a material effect on the services and transactions contemplated by this ESA. A "change" as used herein includes without limitation any amendment, modification, nullification, suspension, repeal, finding of unconstitutionality or unlawfulness, or any change in construction or interpretation. 1.41 Retail Price - As set forth in Exhibit A. 1.42 Service Commencement Date - The date of the first meter read date for Participating Customers on or after the Nominal Start Date, or as soon as necessary arrangements can be made with the Distribution Utility thereafter. 1.43 Standard Product- Firm Full-Requirements Power Supply consisting of the standard generation mix, meeting the minimum Clean Energy Standard for electric power established by New York State. [There is no Standard Product supplied under this ESA because both products detailed in Exhibit A include additional RECs_] 1.44 Term - As defined in Article 4.1. 1.45 Uniform Business Practices —Regulations governing the business practices of utilitiesrage 77 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 10 and Energy Services Companies with regards to service, billing, marketing, data, and customer rights, issued by the New York State Public Service Commission (Case 98-M-1343), as may be amended from time to time. ARTICLE 2 RIGHTS GRANTED 2.1 GENERAL DESCRIPTION AND LIMITATIONS Competitive Supplier is hereby granted the exclusive right to be the default provider of Firm Full-Requirements Power Supply to Participating Customers pursuant to the terms of this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply Firm Full- Requirements Power Supply only to Participating Customers enrolled in the plan or plans managed by the Program Manager, and the Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Customers who opt-out of the Program and remain on, or return to, Default Service, until changes in law, regulation or policy may allow otherwise. In accordance with Article 3 below, all Opt-out Eligible Customers shall be automatically enrolled in the Program unless they choose to opt-out or have previously opted out of the Program. In the event the geographic boundaries of the Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply Firm Full-Requirements Service to those Participating Customers located within the Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Distribution Utility, and any arrangements which may be necessary with the NYISO so that Participating Customers receive the electricity supplies to be delivered pursuant to this ESA. The Municipality shall specifically authorize the Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Customers as is reasonably available from the Distribution Utility. The Distribution Utility fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Customers from the Distribution Utility via EDI or other adopted standards such as a secure file transfer protocol. If further action is required by the Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Customers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Participating Customers and/or the PSC,where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of Firm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Distribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. Competitive Supplier shall not be responsible for a delayed or unsuccessful enrollment of a Participating Customer, or de-enrollment, that is a direct result of the Municipality, Program Manager, or Distribution Utility's negligent act or omission or breach of this ESA. Page 78 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 11 2.2 NO THIRD-PARTY BENEFICIARIES Except as specifically provided in Article 18.11, this ESA does not and is not intended to confer any rights or remedies upon any person other than the Parties. This ESA facilitates rights under the CCA Orders and Local Law for Eligible Customers to purchase electricity from the Competitive Supplier in accordance with this ESA. The Municipality, or Program Manager in support of the Municipality,has the right, but not the obligation, to advocate on behalf of the Eligible Customers interested in contracting for electric supply and on behalf of all Participating Customers,unless otherwise prevented by law. 2.3 COMPLIANCE WITH LAWS The Municipality represents that the Local Law has been duly adopted. Competitive Supplier specifically represents that it has exercised due diligence to review and has fully complied with all relevant regulations, requirements, and orders of the FERC,NYISO, and PSC. 2.4 CONDITIONS PRECEDENT The Municipality's obligations under this ESA shall be conditioned upon the Competitive Supplier fulfilling the following requirements: a) maintain Competitive Supplier's license from PSC (as such term is defined in the Local Distribution Utility's Terms and Conditions for Competitive Suppliers); b) execute any appropriate NYISO applications and agreements; c) obtain authorization from the FERC to sell power at market-based rates; d) complete EDI testing with Distribution Utility; e) provide all other documentation required by the Distribution Utility; and f) satisfying all insurance requirements set forth in Article 16 or elsewhere in this ESA. If Competitive Supplier has not fulfilled all such requirements fourteen days prior to the Nominal Start Date, then the Municipality may terminate this ESA without any liability from Municipality to the Competitive Supplier. 2.5 OWNERSHIP AND USE OF ELIGIBLE CUSTOMER DATA Competitive Supplier acknowledges that: 1) all Eligible Customer data (including addresses, telephone numbers or other identifying information)made available to Competitive Supplier as an agent of Municipality for such data must be protected by the Competitive Supplier and its Associated Entities to the fullest extent possible under the law; 2)the Competitive Supplier does not hold any permanent right, title or interest in this data; and 3)this data is to be obtained, retained and used by the Competitive Supplier and its Associated Entities solely to provide Firm Full-Requirements Power Supply to Participating Customers and to render other services expressly required or permitted under this ESA. Any other use of Eligible Customer data without the prior written consent of the Municipality is strictly prohibited. Competitive Supplier may share such Eligible Customer data with third-party vendors as Page 79 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 12 reasonably necessary to accommodate Competitive Supplier's provision of Firm Full- Requirements Power Supply or other performance pursuant to this ESA (including, without limitation, collection of receivables or enhancement of data exchange between the Parties to the extent permitted by applicable Governmental Rules), provided that Competitive Supplier will take reasonable measures to secure the confidential nature of such data and the restrictions set forth in this Article 2.5 and elsewhere in this ESA, and that any vendor or subcontractor is also bound by the terms and conditions of this ESA, especially those regarding data confidentiality and prohibition on non-permitted uses of data through a signed data security agreement, a copy of which will be provided to the Municipality within a reasonable time following Municipality's request. Except as expressly provided in this ESA, and as otherwise permitted by law, Competitive Supplier and its Associated Entities shall not disclose any Eligible Customer data to any third party and Competitive Supplier and its Associated Entities shall take all Commercially Reasonable measures to protect Eligible Customer data from access by, or beneficial use for, any third party. To the extent that the provision of Firm Full-Requirements Power Supply or other services under this ESA requires that Competitive Supplier and its Associated Entities have access to or make use of any Eligible Customer data, Competitive Supplier and its Associated Entities shall treat such Eligible Customer data as confidential information. Competitive Supplier may use Eligible Customer data to engage in direct marketing only during the term of this ESA and subject to the terms set forth in Article 18.2. A violation of this Article 2.5 shall be grounds for termination under Article 4.2(a). Competitive Supplier agrees violation of this Article 2.5 shall constitute irreparable harm. ARTICLE 3 CUSTOMER CHOICE,NOTIFICATION OF RIGHTS,ENROLLMENT 3.1 CUSTOMER CHOICE The Parties acknowledge and agree that all Participating Customers have the right, pursuant to CCA Orders, Local Law, and the Program, to change their source or product of electricity supply, as set forth in Article 2.1. The Parties represent and warrant to each other that they shall not interfere with the right of Participating Customers to opt-out of the Program, and shall comply with any rules, regulations or policies of PSC, the Distribution Utility and/or other lawful Governmental Authority regarding the procedures for opting out or of switching from one source of electric supply to another. Not inconsistent with the above, however,the Parties may take Commercially Reasonable measures to encourage Participating Customers to affirmatively agree to remain in the Program, consistent with any Governmental Rules. 3.2 NOTIFICATION TO NEWLY OPT-OUT ELIGIBLE CUSTOMERS OF OPT-OUT RIGHTS Consistent with the requirements of any applicable Governmental Rules, and within a reasonable time after the Distribution Utility notifies Competitive Supplier of the existence of a Newly Opt- out Eligible Customer and has provided to Competitive Supplier such Newly Opt-out Eligible Customer's account number, service and billing address, and other pertinent contact information, Competitive Supplier shall notify such Newly Opt-out Eligible Customer(i) of the date on which such Newly Opt-out Eligible Customer will be automatically enrolled in the Program, and(ii) that the Competitive Supplier will be providing Firm Full-Requirements Power Supply to such Newly Opt-out Eligible Customer as of the same date, subject to the opt-out provisions of the PSC Orders, Local Law, and the Program ("Opt-Out Notice"). The Opt-Out Notice shall be mailed to each such Newly Opt-out Eligible Customer prior to the date of automatic enrollment and shall: (i)prominently state all charges to be assessed by the Competitive Supplier; (ii) a�t4ge 80 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 13 minimum, provide a summary of the prices and terms included in Exhibit A; (iii) state how such Newly Opt-out Eligible Customer may opt-out of the Program prior to enrollment and remain on Default Service from the Distribution Utility; and (iv) state how all Participating Customers, subsequent to enrollment, will also have the right to opt-out at any time and return to Default Service or choose a new Competitive Supplier without paying a fee or penalty to Competitive Supplier. All such notices must be approved in advance by the Municipality. The Parties understand that with respect to official communications, time is of the essence. In providing the notifications set forth in this Article 3.2, and in otherwise conducting the activities in Article 3.4 below, the Competitive Supplier must rely upon information provided to it by the Distribution Utility for the purpose of performing its obligations. Competitive Supplier will not be responsible for any errors in connection with notification of Eligible Customers only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Distribution Utility or Program Manager; and 2)it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. 3.3 CUSTOMER AWARENESS Upon mutual agreement concerning the content and method, either the Competitive Supplier, Municipality, or Program Manager may conduct customer awareness efforts at its sole expense. Notwithstanding anything to the contrary in this Agreement, Municipality and Program Manager shall be responsible for ensuring approval by the applicable Governmental Authority of the overall content in connection with any consumer awareness efforts, actions or notices, including but not limited to any education, outreach or similarly situated activities regarding the Program or an Eligible Consumer's ability to opt-out of the Program. 3.4 ENROLLMENT 3.4.1 Participating Customers—All Opt-out Eligible Customers as of the Effective Date will be enrolled in the Program, thus becoming Participating Customers, under the terms of this ESA unless there is a delay, through no fault of the Competitive Supplier, in obtaining information from the Distribution Utility or they opt-out during the 30-day period specified in the PSC Orders. Participating Customers may disenroll from the Program at any time thereafter with no fee or penalty. The Municipality shall authorize the Distribution Utility to provide to Competitive Supplier or to an alternative designee of the Program Manager who has agreed in writing to a data security agreement, a list of Participating Customers as of the Effective Date, as well as such Participating Customer's service and billing addresses, and any other information necessary for Competitive Supplier to commence Firm Full-Requirements Power Supply to such Participating Customers as of the Service Commencement Date. 3.4.2 Newly Opt-out Eligible Customers - If Newly Opt-out Eligible Customers elect not to opt- out of the Program as provided in Article 3.2, such Newly Opt-out Eligible Customers will be automatically enrolled by Competitive Supplier in the Program. These Newly Opt- out Eligible Customers electing not to opt out of the Program as provided in Article 3.2 shall be enrolled in the Program as set out in Exhibit A, 4.6, and at a price as defined in Exhibit A. For the avoidance of doubt, Participating Customers that have opted into the Program shall also be enrolled in the Program at a price as defined in Exhibit A. Competitive Supplier shall enroll such Newly Opt-out Eligible Customers and opt-in customers in accordance with applicable PSC and Distribution Utility rules. Page 81 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 14 3.4.3 Eligible Customers Who Have Previously Opted Out- At any time during this ESA, Eligible Customers who would otherwise be Opt-out Eligible Customers but who have previously opted out of the Program may request that they be enrolled or re-enrolled in the Program. Competitive Supplier shall provide Firm Full-Requirements Power Supply to such Eligible Customers at a price as set forth in Exhibit A. Following mutually agreed upon procedures, the Competitive Supplier is responsible for accurately and promptly transmitting information regarding Eligible Customers,to the Distribution Utility. The Competitive Supplier shall be responsible for enrolling all Eligible Customers through EDI transactions submitted to the Distribution Utility for initial enrollment in the aggregation and all enrollments thereafter. For the avoidance of doubt, Eligible Customers in service classes that are not eligible for opt-out treatment as delineated in the CCA Framework Order and the CCA Framework Modification Order may be enrolled in the Program at Competitive Supplier's discretion. 3.4.4 Customers Served by Third Parties - Customers being served under other competitive supply programs offered by third parties will not be automatically enrolled as Participating Customers under this ESA until such program terminates or is otherwise completed. Competitive Supplier agrees that Eligible Customers with an opt-out eligible service class in the Con Edison territory under such third-party competitive supply programs may affirmatively opt- in at any time and receive Firm Full-Requirements Power Supply, thereby becoming Participating Customers. Competitive Supplier further agrees that customers being served under other competitive supply programs that terminate or are otherwise completed become Newly Opt-out Eligible Customers and may be automatically enrolled as Participating Customers under the CCA Orders in accordance with Article 3.2 above. Eligible Customers who opt-in as provided in this Article 3.4.4 or who enroll following the termination or completion of another competitive supply program offered by a third party shall be enrolled in the Program at the rates reflected in Exhibit A. For the avoidance of doubt, Eligible Customers in service classes that are not eligible for Opt-out treatment as delineated in the CCA Framework Order and the CCA Framework Modification Order may be enrolled in the Program at Competitive Supplier's discretion. 3.4.5 Termination Fees. There shall be no termination fees for any residential, small commercial, or municipal Participating Customers to disenroll from the Program. Competitive Supplier will continue providing Firm Full- Requirements Power Supply until Distribution Utility processes the disenrollment. ARTICLE 4 TERM OF CONTRACT AND TERMINATION 4.1 TERM This ESA shall commence on the Effective Date,provided, however, that Competitive Supplier's obligation to provide Firm Full-Requirements Power Supply shall commence on the Service Commencement Date, and shall terminate as delineated in Exhibit A, unless this ESA is terminated earlier under Article 4.2 below ("Term"). 4.2 TERMINATION This ESA may be terminated at any time upon written notice: a) by the Municipality, or the Competitive Supplier, if the other Party fails to remedy or cure Page 82 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 15 any breach of any material provision or condition of this ESA (including, but not limited to, Article 2.5 and Article 9),but excluding the failure to provide or arrange for Firm Full- Requirements Power Supply, which is addressed in Article 4.2(f), within sixty (60) days following written notice to do so by the non-breaching party; or b) by the Municipality, or the Competitive Supplier, if any material provision or condition of this ESA be finally adjudged invalid by any court of competent jurisdiction, or if any Governmental Authority exercises any lawful jurisdiction so as to invalidate or disapprove this ESA in whole or in significant part; or c)by the Municipality,if a Regulatory Event that is not a Qualifying Regulatory Event affects the Competitive Supplier and Competitive Supplier incurs costs and chooses to allocate and collect excess costs from Participating Customers; or d)by the Municipality, if a court, PSC or other lawful authority adjudicates contrary to Article 6; or e)by the Municipality, i) if an order is entered against the Competitive Supplier approving a petition for an arrangement, liquidation, dissolution or similar relief relating to Bankruptcy or insolvency and such order remains unvacated for thirty (30) days; or(ii)immediately if the Competitive Supplier shall file a voluntary petition in Bankruptcy or any petition or answer seeking any arrangement, liquidation or dissolution relating to Bankruptcy, insolvency or other relief for debtors or shall seek, consent to, or acquiesce in appointment of any trustee, receiver, or liquidation of any of Competitive Supplier's property; or f) notwithstanding the foregoing, the failure of Competitive Supplier to provide or arrange for Firm Full-Requirements Power Supply to Participating Customers, in the absence of Force Majeure or the Municipality's failure to perform, shall constitute an act of default, and the Municipality may terminate this ESA upon giving written notice and without a cure period. In the event the Competitive Supplier has performed its obligations hereunder and its failure to arrange for or provide Firm Full-Requirements Power Supply is a direct result of actions or non- actions by any transmission service provider, the Distribution Utility, or the NYISO, the Competitive Supplier's failure shall not be deemed to be an act of immediate default and would be subject to remedy or cure as provided in Article 4.2(a). 4.3 OBLIGATIONS UPON TERMINATION Following termination of this ESA, the Parties shall each discharge by performance all obligations due to any other Party that arose up to the date of termination of the ESA and Competitive Supplier shall continue to have the right to collect all monies due for services rendered to that date. Upon termination of this ESA, Competitive Supplier shall have all Participating Customers switched back to obtaining supply from the Distribution Utility or another supplier by submitting drop requests of all Participating Customers via EDI or alternative data protocol to the Distribution Utility in a form acceptable to the Distribution Utility. Competitive Supplier shall provide written notice to Program Manager at least sixty (60) days prior to submitting any such Participating Customer drop requests in accordance with Article 4.3, which notice shall include the timing of submission of such requests to the Distribution Utility,that Competitive Supplier intends to be executed before or in anticipation of the termination of this ESA; provided, however, that Competitive Supplier's notice obligation shall not apply to any Participating Customer drop that is initiated by a Participating Customer. 4.4 EXTENSION Page 83 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 16 The ESA may be extended beyond the termination date established in Article 4.1 by mutual, written agreement of the Parties. Any new pricing terms shall be added to and replace Exhibit A as Exhibit A Extension. Upon any such extension, this ESA shall continue to be in effect, and all provisions of the ESA shall retain the same force and effect as before the extension, unless it is terminated by any Party pursuant to the provisions of Article 4.2 or until the date stated in such extension. ARTICLE 5 CONTINUING COVENANTS The Competitive Supplier agrees and covenants to perform each of the following obligations during the term of this ESA. 5.1 STANDARDS OF MANAGEMENT AND OPERATIONS In performing its obligations hereunder, during the term of this ESA, the Competitive Supplier shall exercise reasonable care to assure that its facilities are prudently and efficiently managed; that it employs an adequate number of competently trained and experienced personnel to carry out its responsibilities; that it delivers or arranges to deliver an uninterrupted supply of such amounts of electricity to the Point of Delivery as are required under this ESA; that it complies with all relevant industry standards and practices for the supply of electricity to Participating Customers; and that, at all times with respect to Participating Customers,it exercises good practice for a Competitive Supplier and employs all Commercially Reasonable skills, systems and methods available. 5.2 CUSTOMER SERVICE ACCESS The Competitive Supplier agrees to provide, or cause to be provided, certain customer services to Participating Customers. Such services shall be reasonably accessible to all Participating Customers, shall be available during normal working hours, shall allow Participating Customers to transact business they may have with the Competitive Supplier, and shall serve as a communications liaison among the Competitive Supplier, the Municipality, and the Distribution Utility. A toll-free telephone number will be established by Competitive Supplier and be available for Participating Customers to contact Competitive Supplier during normal business hours (9:00 A.M.- 5:00 P.M. Eastern Time,Monday through Friday)to resolve concerns, answer questions and transact business with respect to the service received from Competitive Supplier. To the extent practicable, the Administrator will provide to Municipality, and the Municipality will post program-related information on the Municipality's website which will be available to Participating Customers for general information, comparative pricing,product, and service information, and other purposes. 5.3 RESPONDING TO REQUESTS FOR INFORMATION To the extent authorized by the Participating Customer(s) and to the extent such individual permission is required by law, the Competitive Supplier shall, during normal business hours (as set forth above), respond promptly and without charge therefore to reasonable requests of the Municipality for information or explanation regarding the matters covered by this ESA and the supply of electricity to Participating Customers, but excluding any confidential or proprietary information of the Competitive Supplier. Competitive Supplier agrees to designate a service representative or representatives (the "Service Contacts")who shall be available for these purposes, and shall identify the email address and telephone number of such representative(p)age 84 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 17 Whenever necessary to comply with this Article 5.3, the Service Contacts shall call upon other employees or agents of the Competitive Supplier to obtain such information or explanation as may be reasonably requested. Nothing in this Article 5.3 shall be interpreted as limiting the obligation of the Competitive Supplier to respond to complaints or inquiries from Participating Customers, or to comply with any regulation of PSC regarding customer service. 5.4 ARRANGING FOR FIRM FULL-REQUIREMENTS POWER SUPPLY Competitive Supplier shall participate in or make appropriate arrangements with NYISO, any relevant regional transmission organization, wholesale suppliers or any other entity to ensure an uninterrupted flow of Firm Full-Requirements Power Supply to the Distribution Utility for delivery to Participating Customers, and exercise all Commercially Reasonable efforts to cooperate with NYISO or any other entity to ensure a source of back-up power in the event that Competitive Supplier is unable to deliver Firm Full-Requirements Power Supply to the Point of Delivery. In the event the Competitive Supplier is unable to deliver sufficient electricity to the grid to serve Participating Customers, the Competitive Supplier shall utilize such arrangements and exercise all Commercially Reasonable efforts as may be necessary to continue to serve Participating Customers under the terms of this ESA, and shall bear any costs it may incur in carrying out these efforts and obligations. Competitive Supplier shall not be responsible to the Municipality or any Participating Customers in the event that, through no fault of the Competitive Supplier or its Associated Entities, the Distribution Utility disconnects, curtails or reduces service to Participating Customers (notwithstanding whether such disconnection is directed by NYISO). 5.5 NON-DISCRIMINATORY PROVISION OF SERVICE Competitive Supplier shall supply electric energy to the Point of Delivery to all Participating Customers on a non-discriminatory basis; provided,however, that those prices and other terms may vary in accordance with reasonably established service classes (e.g.,residential and small commercial as defined by the Distribution Utility) or by such other categories as appear in Exhibit A. To the extent applicable, Competitive Supplier's prices, terms and conditions shall be in accordance with the New York General Laws, the regulations of PSC, and other applicable Governmental Rules or provision of law. To the extent required by law and/or the conditions of any PSC approval of this ESA, the Competitive Supplier may not deny service to an Eligible or Participating Customer for failure to pay the bills of any other electric company (whether engaged in the distribution, transmission, or generation of electricity) or of any other aggregator, marketer or broker of electricity,but may reasonably deny or condition new service, or terminate existing service,based upon any Participating Customer's failure to pay bills from the Competitive Supplier, subject to any applicable provisions of law or applicable PSC orders or regulations. Provision of electric energy supply shall be subject to Competitive Supplier's Standard Credit Policy, to the extent permitted by law, as described in Exhibit A. 5.6 APPROVAL OF GENERAL COMMUNICATIONS Competitive Supplier shall cooperate with the Municipality in the drafting and sending of messages and information to Eligible or Participating Customers concerning the Program or any matter arising under or related to this ESA. Competitive Supplier shall,prior to sending,whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill insept 85 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 18 electronic mail, or other similar written or electronic communication (collectively, "General Communications")to Eligible or Participating Customers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual customer), provide a copy of such General Communication to the Municipality and to Program Manager for its review to determine whether it is consistent with the purposes and goals of the Municipality and Program Manager, except that approval shall not be required for any communications that are standardized by the Governmental Rules or applicable law, in which case they will be considered already approved by all Parties. The Municipality and Program Manager understand that time is of the essence regarding their review and that Competitive Supplier is dependent on their timeliness to ensure that its obligations are met. The Municipality or Program Manager shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Municipality, factually inaccurate or likely to mislead; provided, however: (i)that the communication shall be deemed approved if the Municipality and Program Manager fails to respond within seven (7) calendar days (not including weekends and holidays); and(ii)that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or(b) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included in such bill not within the scope of(a) above shall require approval. If the Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the Municipality,the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such communication that it has not been endorsed by the Municipality, and (ii)has previously provided all Participating Customers a meaningful chance to opt not to receive such General Communications. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Completive Supplier's notice to exercise or enforce its rights under the ESA, including but not limited to any notice of Force Majeure or Change in Law. 5.7 COMMUNICATION OF INSERTS AND MESSAGES Competitive Supplier shall, without increasing the prices reflected Exhibit A,print and mail one letter or postcard per year to all active Participating Customers, the design of which shall be determined by the Municipality or Program Manager. The letter or postcard shall be limited to one page, double-sided,and printed in color with each Municipality's identification. Any additional expenses outside of the limitations set forth above shall be paid by Program Manager. In addition, Competitive Supplier agrees that if it communicates with Participating Customers directly, and unless prevented for regulatory or other such reasons from doing so, it shall allow the Municipality or Program Manager to include no less than three (3)inserts per year into such communications, provided that the Program Manager or Municipality, where appropriate, pays the cost of printing and reproducing such insert and any incremental postage or handling costs the Competitive Supplier may incur as a result of including such insert. Competitive Supplier shall have the right to disapprove such General Communications (that is communications other than those pertaining to the Municipality's demand-side management, energy efficiency programs and technology, and renewable energy programs, if applicable) and suggest revisions if it finds the communication inconsistent with its business interests, factually inaccurate or likely to mislead; provided,however: (i) that the communication shall be deemed approved if the 86 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 19 Competitive Supplier fails to respond within seven (7) calendar days after receipt(not including weekends and holidays); and (ii)that no approval shall be necessary for any communication which has been ordered by PSC or any other Governmental Authority to be so communicated. Competitive Supplier shall notify Program Manager at least two (2)weeks before a direct communication to Participating Customers is to be mailed. Program Manager shall provide Program General Communications insert file within seven (7) calendar days of receiving such notice. Competitive Supplier agrees to allow and facilitate the Program Manager to utilize the supplier messages area of the bill for Program communications; provided,however, Program Manager shall provide a written request to Competitive Supplier of not less than fourteen (14) days, which requests details the message to be included on the bill, and any such message shall be subject to Competitive Supplier's approval, such approval not to be unreasonably withheld. 5.8 AGGREGATE CONSUMPTION INFORMATION AND PARTICIPATING CUSTOMER LISTS To the extent not prohibited by any Governmental Rule or expressly prohibited by any Participating Customer(s), the Competitive Supplier shall,upon request of the Municipality or of Program Manager, provide aggregate consumption information as the Municipality or Program Manager may request to the extent such information is available to Competitive Supplier. Competitive Supplier shall provide Participating Customer lists in an electronic format, secure transfer mode, frequency and format as set out in Exhibit C, subject to a data security agreement for customers who have not requested that their personal information be denied to Program Manager or to Municipality and subject to all Governmental Rules. 5.9 COMPLIANCE WITH LAWS The Parties shall promptly and fully comply with all existing and future Governmental Rules of all Governmental Authorities having jurisdiction over the activities covered by this ESA. 5.10 CONSENT Whenever performance of an obligation of any Party hereto requires the consent or approval of any Governmental Authority, such Party shall make Commercially Reasonable efforts to obtain such consent or approval. In the event the Competitive Supplier requests the Municipality's assistance in obtaining such consent or approval and the Municipality anticipates that it will incur costs in fulfilling the Competitive Supplier's request, it shall give the Competitive Supplier an estimate of such costs. Upon receiving the estimate, Competitive Supplier shall determine whether it will continue to request the Municipality's assistance, and if so, the Competitive Supplier shall reimburse the Municipality for all costs,up to the estimated dollar amount, reasonably incurred by the Municipality in connection with such efforts. ARTICLE 6 ROLE OF THE MUNICIPALITY Under this ESA,the Municipality shall not actually receive,take title to, or be liable for the supply or delivery of Firm Full-Requirements Power Supply in any manner whatsoever. The Parties specifically agree that the role of the Municipality is established under the PSC Orders and Local Law and may include negotiating the terms and conditions under which Firm Full- Requirements Power Supply will be provided by the Competitive Supplier under this ESA. rIt age 87 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 20 the sole obligation of the Competitive Supplier to arrange for delivery of Firm Full- Requirements Power Supply to Participating Customers. The Parties agree that,with regards to electricity, Municipality is not a"public utility company" or providing any "public utility service"within the meaning of GML 360 and Article 4 of Public Service Law as a result of this ESA. Should a court, PSC, or other lawful authority adjudicate to the contrary, the provisions of 4.2 a) shall apply. However, the Municipality may be considered to be operating a municipal load aggregation plan pursuant to the PSC Orders and Local Law. The Competitive Supplier hereby agrees that it will take no action, whether directly or through its Associated Entities, that would make the Municipality liable to any Participating Customer due to any act or failure to act on the part of the Competitive Supplier or its Associated Entities relating to the delivery, supply of or billing for Firm Full-Requirements Power Supply. The initial program notification letter will be delivered at the Competitive Supplier's expense, with a Business Reply Mail insert to allow Eligible Customers to opt out without postage expense. Municipality may conduct additional outreach to the community, and will report to Program Manager on their endeavors to inform residents and small commercial customers about the Program. In case of any doubt, Municipality shall retain final control of content related to all such additional communications. ARTICLE 7 ROLE OF PROGRAM MANAGER 7.1 PROGRAM MANAGER DUTIES Sustainable Westchester Inc, as Program Manager, agrees to: a. Provide the involved agencies and parties, such as but not limited to the PSC or Distribution Utility,requested information about and documentation of the actions undertaken by the Municipality in furtherance of enabling participation in the Program; b. Prepare, or cause to be prepared, and provide the Municipality with requested and non- confidential information that the involved agencies and parties, such as but not limited to the PSC or Distribution Utility,provide to the Program Manager in furtherance of establishing the Program; c. Upon execution hereof, initiate all the necessary steps to secure the needed information to fulfill the customer notification requirements of the PSC Orders,including but not limited to the following: File final versions of the customer opt-out letters, after the supply procurement is finalized, that provide details on the Program. Agreeing to protect that information consistent with the discussion in the body of this Order. In addition, Program Manager will file any Requests for Proposals, or Requests for Information, and similar documents, as well as any contracts entered into for energy supply as required under relevant Government Rules. d. Sign the ESA in a timely fashion including the conditions that the Competitive Supplier is verified to be a qualified electricity supplier by the NYISO in the Distribution Utility's service territory and the Competitive Supplier's response to the Energy Procurement Request for Proposals is deemed compliant with the terms and conditions set forth in the ESA; Page 88 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 21 e. Provide the Municipality with timely communications content to implement customer notification requirements for approval, not to be unreasonably withheld, given the projected schedule of Program's implementation; f. Fulfill any other responsibilities as may reasonably adhere to facilitating the implementation of the Program, subject to the Program Manager's inherent and original role as an organization driven by the deliberated priorities of its constituent member municipalities; and g. Fulfill any other responsibilities as set forth in this agreement herein. 7.2 PROGRAM MANAGER FEE Competitive Supplier shall pay Program Manager$0.00175 for each kWh delivered, invoiced and paid for by Participating Customers during the Term ("Program Manager Fee" or"Fee"). The Parties agree that Competitive Supplier will remit the Program Manager Fee to the Program Manager, pursuant to the terms of this ESA. Competitive Supplier shall pass through such payments to Sustainable Westchester, Inc. for the duration of this ESA. This provision shall be binding upon the Parties and all permitted assigns and other successors-in-interest of the Parties. 7.3 PAYMENT OF FEE Payment to Program Manager will be made monthly by Automated Clearing House ("ACH") (an electronic network for financial transactions)to the account indicated by Program Manager, provided that Competitive Supplier has received payment with respect to the electricity used by the Participating Customers. The Program Manager Fee shall be paid by the last business day of the month based on revenue collected by Competitive Supplier with respect to each Participating Customer during the calendar month two months prior. For example, full payments received in January will be paid by the end of March. If Competitive Supplier has paid a past Fee in error (or the payment was based on information subsequently determined invalid), it may deduct from or add to future payments due under this ESA and provide a sufficiently detailed explanation of the error. Program Manager shall provide the Municipality with a reasonably detailed accounting not less than annually of the program impact, financial and other, including revenues received and expenses incurred on communication, administration and legal expenses. 7.4 INDEPENDENT CONTRACTOR The Parties agree that Program Manager is not an agent or employee of Competitive Supplier for any purpose. All expenses which are incurred by Program Manager in connection with this ESA shall be borne wholly and completely by Program Manager. Program Manager shall be responsible for all state, federal, and local taxes, including estimated taxes and social security and employment reporting for Program Manager or any employees or agents of Program Manager. 7.5 AUCTION SERVICE FEE Competitive Supplier shall, for the duration of this ESA,pay the auction service company, AuctionURenergy LLC ("Auction Service Company"), $0.00015 for each kWh delivered, invoiced and paid for by Participating Customers during the Term ("Auction Service Fee"). This provision shall be binding upon the Parties and all permitted assigns and other successors-in-interest ofage 89 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 22 Parties, subject to the execution of any necessary separate agreement between the Auction Service Company and Competitive Supplier. Payment to the Auction Service Company shall be made monthly by ACH to the account indicated by the Auction Service Company,provided that Competitive Supplier has received payment with respect to the electricity used by the Participating Customers. The Auction Service Fee shall be paid by the last business day of the month based on revenue collected by Competitive Supplier with respect to each Participating Customer during the calendar month two months prior. For example, for full payments received from Participating Customers in January the Auction Service Fee associated with those payments will be paid by the end of March. If Competitive Supplier has paid a past Auction Service Fee in error (or the payment was based on information subsequently determined invalid), it may deduct from or add to future payments due to the Auction Service Company and provide a sufficiently detailed explanation of the error. ARTICLE 8 PRICES AND SERVICES; BILLING 8.1 SCHEDULE OF PRICES AND TERMS Competitive Supplier agrees to provide Firm Full-Requirements Power Supply and other related services as expressly set forth herein in accordance with the prices and terms included in Exhibit A to this ESA, which Exhibit is hereby incorporated by reference into this ESA. 8.2 OBLIGATION TO SERVE As between the Parties, Competitive Supplier has the sole obligation to obtain sources of supply, whether from generating facilities owned or controlled by its affiliates, through bilateral transactions, or the market, as may be necessary to provide Firm Full-Requirements Power Supply for all of the Participating Customers under the Program. Competitive Supplier, except as explicitly limited by the terms included in Exhibit A, shall be obligated to accept all Participating Customers, regardless of their location or energy needs provided such Participating Customers are eligible under the applicable regulations and tariffs of the Distribution Utility. 8.3 METERING The Distribution Utility will be responsible for any metering which may be required to bill Participating Customers in accordance with the Distribution Utility's Terms and Conditions for Competitive Suppliers. 8.4 TERMS AND CONDITIONS PERTAINING TO INDIVIDUAL ACCOUNT SERVICE 8.4.1 Title Title to Firm Full-Requirements Power Supply will transfer from Competitive Supplier to Participating Customers at the Point of Sale. In accordance with the Distribution Utility's Terms and Conditions for Competitive Suppliers, the Competitive Supplier will be responsible for any and all losses incurred on the local network transmission systems and distribution systems, as determined by the Distribution Utility. Page 90 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 23 8.4.2 Billing and Payment Unless otherwise specified in an Exhibit to this ESA, all billing under this ESA shall be based on the meter readings of each Participating Customer's meter(s)performed by the Distribution Utility. Competitive Supplier shall cause the Distribution Utility to prepare and mail bills to Participating Customers monthly. The Competitive Supplier shall adopt the billing and payment terms offered by the Distribution Utility to its Eligible Customers on Default Service. If actual meter date is unavailable, the Competitive Supplier may cause the Distribution Utility to bill based on its good faith estimates of usage. Any overcharge or under-charge will be accounted for in the next billing period for which actual meter data is available. 8.4.3 Regional and Local Transmission The prices quoted in Exhibit A do not include current and future charges for distribution service costs collected by the Distribution Utility under its distribution service tariff or local transmission costs as may be imposed by NYISO or individual electric utilities that have FERC transmission tariffs. The Competitive Supplier understands that these costs will be collected by the Distribution Utility. If, in the future, Competitive Supplier becomes responsible for such distribution or transmission costs, Competitive Supplier shall be entitled to collect such costs from Participating Customers to the extent permitted by any Governmental Rules. These costs are "pass through" costs as determined by the appropriate regulatory agencies. 8.4.4 Taxes All sales, gross receipts, excise or similar taxes imposed with respect to the sale or consumption of Firm Full-Requirements Power Supply required to be collected by the Competitive Supplier shall be included on the Participating Customer's bill and shall be remitted to the appropriate taxing authority by Competitive Supplier. For avoidance of doubt, it is understood that the Competitive Supplier shall include gross receipts tax in its preparation of Participating Customers' bills. Participating Customers shall be responsible for all taxes that are customarily imposed upon a purchaser of electricity and are associated with electricity consumption under the ESA. The Parties acknowledge and agree that Participating Customers shall be responsible for identifying and requesting any exemption from the collection of any tax by providing appropriate documentation to Competitive Supplier. For avoidance of doubt, Competitive Supplier shall be responsible for all taxes imposed upon it as a supplier of electricity, including taxes on Competitive Supplier's income. ARTICLE 9 COMPLIANCE WITH THE PSC ORDERS Competitive Supplier agrees that it, and its Associated Entities directly or indirectly involved in providing services or meeting the Competitive Supplier's obligations under the ESA, will comply with the applicable provisions of the PSC Orders and any regulations, orders or policies adopted pursuant thereto. ARTICLE 10 SERVICE PROTECTIONS FOR RESIDENTIAL CUSTOMERS 10.1 UNIFORM BUSINESS PRACTICES COMPLIANCE Competitive Supplier agrees that it and its Associated Entities directly or indirectly involved in providing services or meeting the Competitive Supplier's obligations under the ESA shall comply with the provisions of the Uniform Business Practices, as applicable to CompetitivqDage 91 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 24 Suppliers, and any amendments thereto, notwithstanding any relief from the Uniform Business Practices offered by the PSC to the Program. In addition,the Competitive Supplier and its Associated Entities agree to comply with any code of conduct or policies the PSC may adopt in accordance with the PSC Orders and to all related Orders of Case 14-M-0564 and 14-M-0224 to which the Program Manager is required to adhere, notwithstanding any relief from the Uniform Business Practices offered by the PSC to the Program. 10.2 DESCRIPTION OF SUPPLIER'S PROCEDURES AND SERVICES The Competitive Supplier shall, no later than ten days after a request from Municipality or Program Manager, provide a written, detailed description of its billing and termination procedures, customer services, confidentiality and related practices and procedures for approval by the Municipality (which approval shall not be unreasonably withheld). Such written description shall also include the Competitive Supplier's plans for protecting the rights and protections of Participating Customers under the Home Energy Fair Practices Act which requires that all utility customers be treated fairly with regard to application for service, customer billing, and complaint procedures. If the Participating Customer(s) so permit(s) or to the extent such permission is required by law or the terms of any PSC order with respect to this ESA, the Competitive Supplier agrees to provide notice to the Municipality of any customer complaints received from a Participating Customer, and the Municipality shall have the right, but not the obligation, to participate in resolution of the dispute, to the extent that such complaints relate directly to the Program, and to the extent permitted by PSC regulations and other applicable law. The failure to timely submit such written description, or the submission of practices and procedures which materially fail to comply with PSC regulations and policies, shall be deemed grounds for termination of this ESA, at the discretion of the Municipality after providing written notice of such failure to the Competitive Supplier and allowing the Competitive Supplier sixty (60) days to cure such failure. 10.3 DISPUTE RESOLUTION In accordance with the Uniform Business Practices, in the event of a dispute regarding an invoice or Competitive Supplier's service, whether directly or through its Associated Entities, under this ESA, a Participating Customer may initiate a formal dispute resolution process by providing written notice to the PSC. The PSC will assist the Parties in reaching a mutually acceptable resolution. If no such resolution is reached within 40 calendar days of receipt of the formal written notice, any Party may request an initial decision from PSC. Parties may appeal this decision. ARTICLE 11 NON-DISCRIMINATION IN HIRING AND EMPLOYMENT Competitive Supplier agrees that it shall conduct its operations and activities under this ESA in accordance with all applicable state and federal laws regarding non-discrimination in hiring and employment of employees, and will require all Associated Entities to do the same. ARTICLE 12 POWER SUPPLY INFORMATION AND ACCESS TO INFORMATION 12.1 POWER SUPPLY INFORMATION 12.1.1 Monthly Report of Sales Page 92 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 25 Competitive Supplier shall, to the extent permitted by applicable Governmental Rules, provide the Municipality or its agent with the following monthly reports as shown on Exhibit B attached hereto within 30 days of the end of the month: 1. kWh and counts disaggregated by municipality, utility zone, customer type, service class,product 2. Add-Drop report with count of transactions for drop categories Moved, Changed Supplier, Opt-out, Other, and add categories of Opt-in and Newly Eligible. All reports provided under this 12.1 shall be provided in electronic format. 12.1.2 Customer-Related Data On and after the Service Commencement Date, Competitive Supplier will maintain customer- related data in electronic form including utility account number,billing name, billing address, service address historical usage, demand, and ICAP (Installed Capacity) data. A violation of this Article 12.1.2 shall be grounds for termination under Article 4.2(a)unless such violation is due to a system or reasonable administrative error and the Competitive Supplier demonstrates to the Municipality's satisfaction that such system or administrative error exists and that the Competitive Supplier is acting in good faith to resolve such issue. 12.1.3 Standard of Care Competitive Supplier and its Associated Entities shall use all Commercially Reasonable efforts in preparing and providing any information or data required under the ESA. To the extent that Competitive Supplier determines that any information or data provided hereunder is in error, it shall provide corrections to such information or data to the Municipality or its agent within a Commercially Reasonable time. 12.2 POWER SUPPLY REPORT Competitive Supplier agrees to comply with any current and/or future rules and regulations related to Environmental Disclosure Labels in the State of New York, including the creation of separate labels to reflect renewable CCA products within the Competitive Supplier's portfolio, as well as individual municipal renewable purchases within the CCA program. Unless the Environmental Disclosure Label requirement is waived by PSC, Competitive Supplier shall present a copy of the current Environmental Disclosure Label annually or as required by the PSC of all Competitive Suppliers to be disclosed to their Participating Customers, which includes information pertaining to Competitive Supplier's power supply and a reasonably detailed description of the sources of Competitive Supplier's power supply used to serve Participating Customers pursuant to this ESA, except to the extent such disclosure would violate any confidentiality obligations of Competitive Supplier. 12.3 BOOKS AND RECORDS Competitive Supplier shall keep their books and records in accordance with any applicable regulations or guidelines of PSC, FERC, and any other Governmental Authority and generally Page 93 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 26 accepted accounting principles. The Municipality will have electronic access to any reports mandated by the Securities and Exchange Commission which are available on the Internet "EDGAR" system. Upon reasonable request by the Municipality and at the Municipality's reasonable expense, Competitive Supplier or its Associated Entities shall provide reasonable back up for any charge under this ESA questioned by the Municipality. 12.4 COPIES OF REGULATORY REPORTS AND FILINGS Upon reasonable request, Competitive Supplier shall provide to the Municipality a copy of each public periodic or incident-related report or record relating to Competitive Supplier's obligations under this ESA and which it files with any New York or federal agency regulating rates, service, compliance with environmental laws, or compliance with affirmative action and equal opportunity requirements, unless the Competitive Supplier is required by law or regulation to keep such reports confidential. Competitive Supplier shall be reimbursed its reasonable costs of providing such copies, if only available in hard copy. 12.5 ADDITIONAL REQUESTS FOR INFORMATION Upon reasonable request, Competitive Supplier shall provide Program Manager or Municipality with information necessary to comply with the CCA Orders, including but not limited to information concerning Participating Customer complaints and reasons for opting out of the Program. Competitive Supplier shall make Commercially Reasonable efforts to maintain Participating Customer records in a manner that facilities the Parties compliance with the CCA Orders. ARTICLE 13 RESOLUTION OF DISPUTES; CHOICE OF LAW AND FORUM 13.1 CHOICE OF LAW AND FORUM This ESA and the rights of the Parties shall be interpreted and determined in accordance with the laws of the State of New York without respect to conflicts-of-laws principles. Any litigation arising hereunder shall be brought solely in the appropriate federal court in New York or appropriate state court sitting in the New York county in which the Municipality is located, to whose jurisdiction the Parties hereby assent,waiving all objections to venue or forum. 13.2 DISPUTE RESOLUTION Unless otherwise provided for in this ESA,the dispute resolution procedures of this Article 13.2 shall be the exclusive mechanism to resolve disputes arising under this ESA. The Parties agree to use their respective best efforts to resolve any dispute(s)that may arise regarding this ESA. Any dispute that arises under or with respect to this ESA that cannot be resolved shall in the first instance be the subject of informal negotiations between the Parties involved in the dispute. The dispute shall be considered to have arisen when one Party sends the other Party(ies) involved in the dispute a written notice of dispute. The period for informal negotiations shall be fourteen (14) days from receipt of the written notice of dispute unless such time is modified by written agreement of the Parties involved in the dispute. In the event that the parties involved in the dispute cannot resolve a dispute by informal negotiations, the Parties may seek judicial enforcement subject to the provisions of this ESA. Notwithstanding the foregoing, injunctive relief may be immediately sought without resorting to alternative dispute resolution to prevent irreparable harm that would be caused by a breach of this ESA. Page 94 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 27 ARTICLE 14 INDEMNIFICATION 14.1 INDEMNIFICATION BY THE COMPETITIVE SUPPLIER In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager("Indemnified Parties") and the Indemnified Parties' elected officials, officers, employees, agents, representatives, and independent contractors from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys' fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Distribution Utility, the Municipality or its employees, or(ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA. 14.2 NOTICE OF INDEMNIFICATION CLAIMS If the Municipality or Program Manager seeks indemnification pursuant to this Article 14,it shall notify Competitive Supplier of the existence of a claim, or potential claim as soon as practicable after learning of such claim, or potential claim, describing with reasonable particularity the circumstances giving rise to such claim. 14.3 SURVIVAL Notwithstanding any provision contained herein, the provisions of this Article 14 shall survive the termination of this ESA for a period of two (2) years with respect to (i) any claims which occurred or arose prior to such termination and(ii) any losses occurring as a result of the termination. 14.4 DUTY TO MITIGATE Each Party agrees that they have a duty to mitigate damages and covenant that they will use Commercially Reasonable efforts to minimize any damages they may incur as a result of the other Party's performance or non-performance of this ESA. ARTICLE 15 REPRESENTATIONS AND WARRANTIES 15.1 BY THE COMPETITIVE SUPPLIER As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Municipality as of the Effective Date that the following are true: a) This ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with the ESA's terms, subject to applicable law, and the Competitive Supplier can and will perform its obligations hereunder to the Municipality in conformance with the terms and conditions of this ESA, subject to bankruptcy, Page 95 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 28 insolvency, reorganization and other laws affecting creditor's rights generally and general principles of equity. b) Subject to the conditions set forth in Article 2.4: i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; ii) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; iii) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; iv) no bankruptcy is pending against it or to its knowledge threatened against it; v) none of the documents or other written information furnished by or on behalf of Competitive Supplier to or for the benefit of the Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and vi) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate. 15.2 BY THE MUNICIPALITY As a material inducement to entering into this ESA, the Municipality hereby represents and warrants to Competitive Supplier as of the Effective Date that the following are true: a) This ESA constitutes a legal, valid and binding contract of the Municipality enforceable in accordance with its terms, subject to applicable law, and Municipality will perform its obligations hereunder in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally and general principles of equity; b) The execution, delivery and performance of this ESA are within the Municipality's powers, have been or will be duly authorized by all necessary action; c) Municipality has all authorizations from local Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; and d) No bankruptcy is pending or threatened against the Municipality; 15.3 BY THE PROGRAM MANAGER As a material inducement to entering into this ESA,the Program Manager hereby represents and warrants to Competitive Supplier and Municipality as of the Effective Date that the following are true: a) This ESA constitutes a legal, valid and binding contract of Program Manager enforceable in accordance with its terms, subject to applicable law, and the Program Manager can and will perform its obligations to the Competitive Supplier in conformance with the terms and Page 96 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 29 conditions of this ESA, subject to Bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally and general principles of equity; b) The execution, delivery and performance of this ESA are within Program Manager's powers, have been or will be duly authorized by all necessary action; c) None of the documents or other written information furnished by or on behalf of Program Manager to or for the benefit of the Competitive Supplier pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and d) Program Manager has all authorizations from any local or state Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; and e) No Bankruptcy is pending or threatened against Program Manager. ARTICLE 16 INSURANCE 16.1 In order to help support the indemnifications provided in Article 14, and its other promises and covenants stated herein, Competitive Supplier shall secure and maintain, at its own expense, before the Nominal Start Date and throughout the term of this ESA,unless otherwise specified, commercial general liability insurance of at least$1,000,000 combined single limit and excess liability coverage of at least$5,000,000 with insurers licensed to do business in the State of New York. Each of the required insurance policies shall be with insurers qualified to do business in the State of New York, with an A- or better rating for financial condition and financial performance by Best's Key Rating Guide, Property/Casualty Edition. In the event the Competitive Supplier's insurance carrier is downgraded to a rating of lower than Best's A-, Competitive Supplier shall have ninety (90) days to obtain coverage from a carrier with a rating of at least Best's A-. A certificate that each such insurance coverage is in force and effect, and listing the Municipality as an additional insured on all policies, shall be submitted on or before fourteen days prior to the Nominal Start Date and thereafter whenever renewed or requested by the Municipality. All insurers must be notified that the insurance policies must provide that a copy of any notice of cancellation or non-renewal will be sent to the Municipality. 16.2 With respect to any of the insurance policies provided by the Competitive Supplier pursuant to these requirements which are "claims made"policies, in the event at any time such policies are canceled or not renewed, the Competitive Supplier shall provide a substitute insurance policy with terms and conditions and in amounts which comply with these requirements and which provides for retroactive coverage to the date of the cancellation or non- renewal of the prior"claims-made"policy. With respect to all "claims made"policies which have been renewed,the Competitive Supplier shall provide coverage retroactive to the Nominal Start Date under this ESA. All said substitute or renewed"claims made"policies shall be maintained in full force and effect for three (3)years from the date of the termination of the ESA. 16.3 Competitive Supplier, to the extent required by law, must provide worker's compensation insurance meeting all applicable state and federal requirements. ARTICLE 17 REGULATORY EVENT/NEW TAXES 17.1 REGULATORY EVENT Page 97 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 30 If a Regulatory Event occurs, the Parties shall use their best efforts to reform this ESA to give effect to the original intent of the Parties. If despite such best efforts, a Regulatory Event affects Competitive Supplier and Program Manager and Municipality agree that Competitive Supplier is incurring excess costs as a result thereof and agrees that Competitive Supplier may recover such costs, such amount shall be allocated to and collected from Participating Customers on a per kWh basis through applicable monthly invoice(s). 17.2 QUALIFYING REGULATORY EVENT If a Qualifying Regulatory Event occurs,the Parties shall use their best efforts to reform this ESA to give effect to the original intent of the Parties. If a Qualifying Regulatory Event affects Competitive Supplier and Competitive Supplier incurs excess or reduced costs as a result thereof, such amount shall be allocated to and collected from Participating Customers on a per kWh basis through applicable monthly invoice(s). 17.3 NEW TAXES If any New Taxes are imposed for which Competitive Supplier is responsible, the amount of such New Taxes shall be allocated to and collected from Participating Customers through applicable monthly invoice(s). ARTICLE 18 MISCELLANEOUS 18.1 NO ASSIGNMENT WITHOUT PERMISSION Except in the event of the sale of all or substantially all of its retail electricity business to an entity with credit and service ability to deliver on all facets of this ESA reasonably acceptable to Municipality, Competitive Supplier or Program Manager shall not directly or indirectly assign this ESA or any of its rights, obligations and privileges under this ESA without the prior written approval of the Municipality. Such approval may be denied at the reasonable discretion of the Municipality, including if the proposed assignee does not have the experience and financial ability to fulfill all obligations of the Competitive Supplier or Program Manager in the ESA. Notwithstanding the above, any assignment of this ESA by the Competitive Supplier, whether as the result of the sale of all or substantially all of the Competitive Supplier's business related to this ESA or otherwise, shall be subject to the following requirements: (i) Competitive Supplier shall provide the Municipality with notice of the proposed assignment at least ninety (90) days prior to such assignment: (ii) Competitive Supplier's assignee shall agree in writing to be bound by the terms and conditions of this ESA; and (iii) Competitive Supplier and such assignee shall, at least ninety (90) days in advance of any assignment, reasonably demonstrate to Municipality that assignee has the experience and financial ability to fulfill all obligations of the Competitive Supplier in the ESA. The Municipality or Program Manager may assign this ESA without the prior consent of Competitive Supplier provided that the proposed assignee has at least the same financial ability as the Municipality or Program Manager and such assignment would not materially impair the rights and interests of Competitive Supplier under this ESA. The rights and obligations created by this ESA shall inure to the benefit of, and be binding upon, the successors and permitted assigns of, the respective Parties hereto. 18.2 DIRECT MARKETING Prior to the introduction of any new product or service which Competitive Supplier may wiFh e 98 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 31 make available to Participating Customers or other Eligible Customers located within the Municipality, Competitive Supplier agrees to (i) give the Municipality and Program Manager written notice of such new product or service and(ii) subject to the entry into reasonable confidentiality terms to the extent permitted by law and mutually acceptable to the Parties, discuss with the Municipality and Program Manager the possible inclusion of such new product or service in this or another aggregation program undertaken by the Municipality. Competitive Supplier also agrees not to engage, whether directly or through any of its Associated Entities, in any direct marketing to any Participating Customer that relies upon Competitive Supplier's unique knowledge of, or access to, Participating Customers gained as a result of this ESA. For the purposes of this provision, "direct marketing" shall include any telephone call, mailing, electronic mail, or other contact between the Competitive Supplier and the Participating Customer with the intent to sell a new product or service. Programs of the Competitive Supplier that do not rely on unique knowledge or access gained through this ESA will not constitute such "direct marketing." Notwithstanding the foregoing, Competitive Supplier shall have no liability for the marketing, offering or provision of products or services through any of its Associated Entities to Participating or Eligible Consumers if all of the following conditions are satisfied: 1) Such activity does not suggest, hint or otherwise imply that any marketed product(s) or service(s)is/are associated with Competitive Supplier or the CCA Program; 2) Such activity does not use the trade name or trade or service marks of the Competitive Supplier; 3) Such activity does not utilize any data obtained by Competitive Supplier obtained in connection with this ESA; and 4) Competitive Supplier is not aware of any such activity. 18.3 NOTICES All notices, demands, requests, consents or other communications required or permitted to be given or made under this ESA shall be in writing and addressed to: If to Competitive Supplier: [Insert Address] Attn: [Insert] With a copy to: [Insert Address] If to Municipality: [Insert Address] With Copy to: [Insert] and if to Program Manager: Page 99 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 32 Executive Director Sustainable Westchester Inc 40 Green Street Mount Kisco,NY 10549 Notices hereunder shall be deemed properly served(i)by hand delivery, on the day and at the time on which delivered to the intended recipient at the address set forth in this ESA; (ii) if sent by mail, on the third business day after the day on which deposited in the United States certified or registered mail,postage prepaid, return receipt requested, addressed to the intended recipient at its address set forth in this ESA; or(iii) if by Federal Express or other reputable express mail service, on the next business day after delivery to such express mail service, addressed to the intended recipient at its address set forth in this ESA. Any party may change its address and contact person for the purposes of this Article 18.3 by giving notice thereof in the manner required herein. 18.4 CHANGES IN EMERGENCY AND SERVICE CONTACT PERSONS In the event that the name or telephone number of any emergency or service contact for the Competitive Supplier changes, Competitive Supplier shall give prompt notice to the Municipality and the Program Manager in the manner set forth in Article 18.3. In the event that the name or telephone number of any such contact person for the Municipality changes,prompt notice shall be given to the Competitive Supplier and the Program Manager in the manner set forth in Article 18.2. In the event that the name or telephone number of any such contact person for the Program Manager changes, prompt notice shall be given to the Competitive Supplier and the Municipality in the manner set forth in Article 18.3. 18.5 ENTIRE ESA; AMENDMENTS This ESA constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings between the Parties relating to the subject matter hereof. This ESA may only be amended or modified by a written instrument signed by all Parties hereto, duly authorized to sign such instrument. 18.6 FORCE MAJEURE If by reason of Force Majeure any Party is unable to carry out, either in whole or in part, its obligations herein contained, such Party shall not be deemed to be in default during the continuation of such inability,provided that: (i)the non-performing Party, within two (2)weeks after the occurrence of the Force Majeure, gives the other Party hereto written notice describing the particulars of the occurrence; (ii)the suspension of performance be of no greater scope and of no longer duration than is required by the Force Majeure; (iii)no obligations of the Party which were to be performed prior to the occurrence causing the suspension of performance shall be excused as a result of the occurrence; and(iv)the non-performing Party shall use Commercially Reasonable efforts to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its obligations. If(i) an event of Force Majeure caused by any strikes, lockouts or other industrial disturbances involving Competitive Supplier or its Associated Entities continues for a period of thirty (30) days or longer, or(ii) an event of Force Majeure arising from any other cause continues for a period of one hundred eighty (180) days or longer, any Party may terminate this ESA by sending the other Party a written notice as set forth in Article 4.2; provided, however, that the same shall not constitute a default under this ESA and shall not give rise-to of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 33 damages. Additionally, Competitive Supplier shall submit all Participating Customer drops via EDI to the Distribution Utility in accordance with the rules and regulations set forth by the PSC in Case 98-M-0667. 18.7 EXPENSES Each Party hereto shall pay all expenses incurred by it in connection with its entering into this ESA, including without limitation, all of its attorney's fees and expenses. 18.8 NO JOINT VENTURE Each Party will perform all obligations under this ESA as an independent contractor. Nothing herein contained shall be deemed to constitute any Party a partner, agent or legal representative of the other Party or to create a joint venture,partnership, agency or any relationship between the Parties. The obligations of the Municipality and the Competitive Supplier hereunder are individual and neither collective nor joint in nature. 18.9 JOINT WORK PRODUCT This ESA shall be considered the work product of all Parties hereto, and, therefore, no rule of strict construction shall be applied against any Party. 18.10 COUNTERPARTS; DIGITAL SIGNATURES This ESA may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single agreement. Any signature page hereto delivered by facsimile machine or by e-mail (including in portable document format(pdf), as a joint photographic experts group (jpg) file, or otherwise) or by other digital application (e.g., Docusign or Adobe Sign) shall be binding to the same extent as an original signature page,with regard to any agreement subject to the terms hereof or any amendment thereto and may be used in lieu of the original signatures for all purposes. 18.11 WAIVER No waiver by any Party hereto of any one or more defaults by any other Party in the performance of any provision of this ESA shall operate or be construed as a waiver of any future default, whether of like or different character. No failure on the part of any Party hereto to complain of any action or non-action on the part of any other Party, no matter how long the same may continue, shall be deemed to be a waiver of any right hereunder by the Party(ies) so failing. A waiver of any of the provisions of this ESA shall only be effective with respect to an obligation to the waiving Party and shall only be effective if made in writing and signed by the Party who is making such waiver. 18.12 ADVERTISING LIMITATIONS Competitive Supplier and Municipality agree not to use, whether directly or through any of its Associated Entities, the name of the other Party, or make any reference to the other Party in any advertising or other information to be distributed publicly for marketing or educational purposes, unless the other Party expressly agrees to such usage; provided, however, that this prohibition shall not prevent Competitive Supplier or Municipality from identifying the otge 101 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 34 Party as required under the CCA Orders. Any proposed use of the name of a Party must be submitted in writing for agreement and prior written approval which may be withdrawn through a notice in writing at any time. The Municipality acknowledges that the Competitive Supplier's corporate affiliates own the exclusive right to the trademarked logo and trade name used by Competitive Supplier. No right, license or interest in this trademark and/or trade name is granted to the Municipality hereunder, and the Municipality agrees that it shall not assert any right, license or interest with respect to such trademark and/or trade name. 18.13 PRESS RELEASES The Parties agree to joint review and approval prior to issuance of all media press releases regarding this Agreement. Approval of press releases will not be unreasonably withheld. The Parties agree to cooperate in good faith prior to the issuance of any formal press release with respect to this ESA, such cooperation to include agreement as to the form, substance and timing of such formal press release. 18.14 HEADINGS AND CAPTIONS The headings and captions appearing in this ESA are intended for reference only, and are not to be considered in construing this ESA. 18.15 SURVIVAL OF OBLIGATION Termination of this ESA for any reason shall not relieve the Parties of any obligation accrued or accruing prior to such termination. 18.16 INTERPRETATION The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. All references to "$" or "dollars" mean the lawful currency of the United States of America. ARTICLE 19 REMEDIES 19.1 GENERAL Subject to the limitations set forth in Article 19.2 below and Article 4,the Parties reserve and shall have all rights and remedies available to each of them at law or in equity with respect to the performance or non-performance of the other Party hereto under this ESA. 19.2 LIMITATIONS OF LIABILITY NO PARTY HERETO SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, CONNECTED WITH OR RESULTING FROM PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, IRRESPECTIVE OF WHETHER SUCH CLAIMS ARE BY STATUTE, IN TORT OR CONTRACT. Notwithstanding the foregoing, each Party acknowledges that the preceding sentence shall not limit the other Party's rights to seek direct damages or, under Article 14.1, to seek indemnification from Competitive Supplier for consequential'Page 102 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 35 punitive, or incidental damages described in the preceding sentence or other such losses claimed by third parties. 19.3 DISCLAIMER COMPETITIVE SUPPLIER MAKES NO WARRANTIES HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. //Signatures Follow// Page 103 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 36 IN WITNESS WHEREOF, the Parties have caused this ESA to be executed by their duly authorized representatives, as required by the applicable laws of the city, town or municipality and the laws, rules and regulations of the State of New York, as of the respective dates set forth below COMPETITIVE SUPPLIER— By: Name: Title: Address: Dated: MUNICIPALITY— By: Name: Title: Address: Dated: PROGRAM MANAGER—Sustainable Westchester By: Name: Noam Bramson Title: Executive Director Address: 40 Green Street,Mount Kisco,NY 10549 Dated: Page 104 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 37 EXHIBIT A—PRODUCTS,PRICES AND TERMS 1. Competitive Supplier shall offer to Eligible Consumers and provide to Participating Customers the following "50% Renewable Clean Power Product" at the prices indicated below: Service Class Fixed price per kWh Residential& Small Commercial $0.#####* *Villages and cities in Westchester assess Gross Receipts Tax("GRT")on energy sales.The price in the table above does not include GRT.GRT is reflected in the rate billed by the Distribution Utility and will remitted to the municipality by supplier as required under 8.4.4. 2. Competitive Supplier shall also offer to Eligible Customers and provide to Participating Customers the following "100°/a Renewable Clean Power Product" at the prices indicated below: Service Class Fixed price per kWh Residential& Small Commercial $0.#####* *Villages and cities in Westchester assess Gross Receipts Tax("GRT")on energy sales.The price in the table above does not include GRT.GRT is reflected in the rate billed by the Distribution Utility and will be remitted to the municipality by supplier as required under 8.4.4. The Default Product shall be the product selected by the Municipality in this Agreement. The product not selected by the Municipality as the Default Product shall be deemed the Alternative Product for the purpose of this Exhibit A,and Participating Customers may choose between the Default Product or the Alternative Product at the Participating Customer's sole discretion. 3. FURTHER DEFINITIONS "50% Renewable Clean Power Product"means Firm Full-Requirements Power Supply matched with 50%New York Voluntary EDP Renewable RECs. This 50%Renewable Clean Power Product includes a voluntary purchase of Renewable Energy Certificates ("RECs"), supporting the NY Environmental Disclosure Program that are sourced from New York Voluntary EDP Renewable RECs in an amount equal to 50% of the Participating Customers' electricity usage including any additional RECs required to account for line loss. This is in addition to Competitive Supplier's obligation to make REC purchases associated with New York Clean Energy Standard requirements applicable to Competitive Supplier. "100°/a Renewable Clean Power Product"means Firm Full-Requirements Power Supply matched with 100%New York Voluntary EDP Renewable RECs. This 100% Renewable Clean Power Product includes a voluntary purchase of RECs, supporting the NY Environmental Disclosure Program that are sourced from New York Voluntary EDP Renewable RECs in an amount equal to 100% of the Participating Customers' electricity usage including any additional RECs required to account for line loss. This is in addition to Competitive Supplier's obligation to make REC purchases associated with New Yo ga*O5 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 38 Energy Standard requirements applicable to Competitive Supplier. "New York Voluntary EDP Eligible RECs"means the voluntary purchase of Renewable Energy Certificates ("RECs")which comply with the attribute delivery rules set forth in the New York Generation Tracking System("NYGATS") Operating Rules, supporting the NY Environmental Disclosure Program that are sourced from NY EDP Eligible Renewable Resources. "NY Public Policy Transmission Project Costs"means costs or charges imposed by the NYISO (including without limitation, Work in Progress charges or other related transmission costs not including charges under NY TOTS Project Costs or Ancillary Services And Other ISO Costs) associated with the development of the transmission facilities under the NYISO's Public Policy Transmission Planning Process and in compliance with FERC Order No.1000 (Stats. & Regs 31,323 issued July 2011, as may be amended or modified from time to time during the term of this ESA). "NY CFC Transmission Costs"means any statewide allocation of costs or charges imposed by the NYISO associated with the development of approved local transmission facilities under the Climate Leadership and Community Protection Act pursuant to the"Order Approving Phase 2 Areas Of Concern Transmission Upgrades"issued by the PSC on February 16,2023 in Case No. 20-E-0197, as may be amended or modified from time to time during the term of this ESA. "NY EDP Eligible Renewable Resource"means any electric power generator meeting the NY Environmental Disclosure Program eligibility criteria of a NY renewable energy generating source which comply with the attribute delivery rules set forth in the NYGATS Operating Rules, supporting the NY Environmental Disclosure Program, as of the Effective Date of this Agreement. RECs will be retired for all participants collectively at the Program level. "NY Environmental Disclosure Program" (also referred to as the "NY EDP Program")means the environmental disclosure program administered by the New York State Department of Public Service,through which load serving entities periodically inform their customers of the fuel source, emissions and other characteristics of the electricity resources supplied to them. 4. TERMS FOR SUPPLY SERVICE 4.1. Period of Delivery. The period of delivery shall be consistent with the provisions of Article 4 and Exhibit A of this ESA. 4.2. Service Commencement Date. Firm Full-Requirements Power Supply will commence at the prices and terms stated in this Exhibit A herein as of each Participating Customer's first meter read dates on or after December 1, 2025. Service shall continue until the first customer meter read date on or after December 1, 202# for each Participating Customer unless this ESA is sooner terminated in accordance with Article 4.2 of this ESA. 4.3. Eligible Customer Opt-In or Opt-Out. Eligible Customers are free to opt-in or opt-out of the Program, or change their product selection. Competitive Supplier shall process such requests by notifying Distribution Utility of such change utilizing established EDI protocols within five (5)business days. There are no fees or charges for Participating Customers to opt-in, opt-out, or change their productrage 106 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 39 selection. 4.4. Service of Newly Opt-out Eligible Customers. Supplier shall serve Newly Opt- out Eligible Customers, as well as Eligible Customers who opt-in to the Program, who enroll and are enrolled into the Program after the first customer meter-read date referred to above at the prices set forth herein. 4.5. New Customer Refreshes During the Term. January, April, and August during the term of this ESA, Competitive Supplier shall perform a refresh or new customer sweep to create a list of Newly Opt-Out Eligible Customers. As a result of any such refresh or sweep performed,Newly Opt-Out Eligible Customers will be automatically enrolled in the Program unless a customer opts out of the Program; provided, however, that no refresh, sweep or enrollment of such Newly Opt-Out Eligible Customers that are part of any refresh or sweep shall occur less than four(4) months prior to the End Date or in the event of termination of this ESA. Competitive Supplier may perform a refresh and enroll Newly Opt-out Eligible Customers outside of the January, April and August periods if mutually agreed to by all the Parties hereunder. 4.6. Competitive Supplier's Standard Credit Policy. The Competitive Supplier will not require a credit review for any customer participating in the Program, nor will Competitive Supplier require any customer to post any security deposit as a condition for participation in the Program. The Competitive Supplier may terminate service to a Participating Customer and return such customer to Default Service in the event that the customer fails to pay to Competitive Supplier amounts past due greater than sixty (60) days. 4.7. Purchase of Renewable Energy Certificates; NYGATS Recording. Competitive Supplier shall identify the technology and location of the renewable generators that are the sources of the Voluntary RECs for the Default and Alternative Products, as applicable. All New York Voluntary EDP Eligible RECs shall be created and recorded as such in the NYGATS. 4.8. Modifications Due to Regulatory Events: For the avoidance of doubt, the Parties acknowledge and agree that the following shall be treated as Regulatory Events as set forth herein. 4.8.1. Adjustment in the Event of a Subsidy. In the event that New York State institutes a subsidy for CCA purchase of RECs after the signing of this ESA that is applicable to all or any portion of the Competitive Suppliers obligations under this ESA, Competitive Supplier shall pass through the full subsidy to Participating Customers in the form of a rate reduction. 4.8.2. Adjustment for NY State Transmission Costs. Municipality understands that the Fixed Price set forth above includes transmission related charges under the NY TOTS Project Costs,NYPA Transmission Adjustment Cost, and Ancillary Services and other ISO Costs, and that these shall not be subject to pass through adjustments. Municipality further understands that the Fixed Price includes NY Public Policy Transmission (NYPPT) Costs at a rate of$0.00###/kWh, and that other NY CFC Transmission Costs gage 107 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 40 unknown at the time of bidding and therefore are not included in the Fixed Price. Competitive Supplier will pass through to Participating Customers any changes relative to the price adjust rate of$0.00###/kWh, (upward or downward)to NYPPT and NY CFC Transmission costs not excluded from pass through adjustment in this 4.8.2, based on changes in such costs accruing from the Service Commencement Date forecasted through the remainder of term of this ESA, and which will be reflected in a future adjustment. Any such adjustments shall occur once during any calendar year and Competitive Supplier will provide sufficient documentation, as determined in Competitive Supplier's reasonable discretion, evidencing the factual and regulatory basis for the proposed price change resulting from a change in NY State Transmission Costs; provided, however, that Competitive Supplier shall not be required to disclose non-public, proprietary business information to comply with this requirement. 4.8.3. Adjustment for Changes to Clean Energy Standard. The Parties agree and acknowledge that the Fixed Price set forth above excludes costs and charges associated with changes to the obligations of New York's Clean Energy Standard("CES"), including but not limited to CES Tier 4 program costs as described in the "Order Adopting Modifications to the Clean Energy Standard"in case 15-E-0302 dated October 15, 2020, as may be amended or modified from time to time during the term of this Agreement. In the event that changes to such regulations/orders are finalized, such changes shall be deemed a Regulatory Event as that term is defined in this ESA and the Parties agree to amend this Exhibit A to reflect the cost impact of such Regulatory Event. For the avoidance of doubt, adjustments for Tier 1 REC Purchase Obligations are governed by Article 4.9.4, below. 4.8.4. Adjustment for Clean Energy Standard Tier 1 REC Purchase Obligations. The Parties agree and acknowledge that the Fixed Price set forth above includes Tier 1 REC purchases at a rate of$0.00##/kWh in anticipation of compliance obligations under the Clean Energy Standard (CES) Tier 1 Renewable Energy Standard. In the event that final obligations established by the State result in a material change to this rate, upward or downward, such changes shall be deemed a Regulatory Event as that term is defined in this ESA and the Parties agree to amend this Exhibit A to reflect the cost impact of such Regulatory Event. 4.8.5. For the avoidance of doubt, the Parties agree and acknowledge that the Fixed Price set forth herein includes all costs and charges associated with the Clean Energy Standard, except as set forth in Articles 4.8.3 and 4.8.4, above. 4.8.6. The Parties agree and acknowledge that the costs associated with any mailings arising from a rate adjustment will be included in the adjusted rate and are excluded from the above fixed rates. 4.9. Competitive Supplier anticipates that the RECs provided hereunder will be generated primarily by hydroelectric facilities,but some portion of the RECs may be generated by wind, solar or other facilities, and except as set forth herein, Competitive Supplier reserves the right to source the RECs from any qualifying NY EDP Eligible Page 108 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 41 Renewable Resource. Each REC represents environmental attributes associated with one MWh of electricity generated by a renewable fuel type defined by NYGATSs Operating Rules, last updated June 2, 2023,but does not include any tax credits, depreciation allowances or third-party subsidies of any kind. Competitive Supplier does not represent or warrant that the RECs purchased hereunder can be used as offsets or otherwise for compliance with any emission reduction or similar program. 4.10. In the event that the DPS or other governmental authority determines that a 50% or 100% Renewable Clean Power Product may be provided through the voluntary purchase of New York Voluntary EDP Eligible RECs in an amount equal to 50% or 100% of the Participating Customers' electricity usage less any then-current Tier 1 REC purchase associated with the Clean Energy Standard requirements applicable to Competitive Supplier in New York, such change shall be deemed a Regulatory Event as that term is defined in this ESA and the Parties agree to amend this Exhibit A to reflect the cost impact of such Regulatory Event. Page 109 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 42 EXHIBIT B - TEMPLATE KWH SALES AND CUSTOMER ACCOUNTS DATA SUMMARY KWH Sales Template UsageEndYrMo Municipality Zone CustType RateClass Product Count Consump_kWh 202101 [MUNI NAME] I Residential SC1 100% renewable ##,### ###,### 202101 [MUNI NAME] I Residential SC1 Standard ##,#t+tt #k##44:4# 202101 [MUNI NAME] I Small Com! SC2 100% renewable ##,#tt'# ###,#tk# 202101 [MUNI NAME] I Small Coml SC2 Standard ##,#### ###,### 202101 [MUNI NAME] H Residential SC1 1009E renewable ##,### #k##,#k## 202101 [MUNI NAME] H Residential SC1 Standard ##,### ###,### 202101 [MUNI NAME] H Small Coml SC2 1009E renewable ##,### ###,### 202101 [MUNI NAME] H Small Coml SC2 Standard #4,#1114t #tt#,#### etc.. Add-Drop Report UsageEndYearMonth Municipality CustomerTypt RateClass Product AddOrDrop AddDropType Count 202101 [MUNI NAME] Residential SC1 enewable Drop Moved ## etc. Drop Changed Supplier Crop Opt-out Drop Other Add Opt-in Add Newly Eligible Page 110 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 43 EXHIBIT C -DATA REQUIREMENTS To the extent permitted by applicable Governmental Rules,the parties acknowledge that in order for Program Manager and participants to have visibility into their participation with the program, certain data will need to be exchanged, in a regular format, with regular transmission methods and times. There are three file formats currently in use for this purpose which must be provided by Competitive Supplier to Program Manager, to the extent permitted by any applicable Governmental Rules: 1. Newly Opt-out Eligible_Customer file - Competitive Supplier will obtain this data from the Utility as set out in 3.4.2 above and the notification mailing is made from the list following procedures described elsewhere in this ESA. The Program Manager requires a matching dataset as defined below in order to perform its duties for customer service during the opt out period. 2. Post-enrollment file*—Weekly, and after the Competitive Supplier sends enrollments to the Utility, either at the beginning of this contract or after a Newly Opt-out Eligible Customer opt out period, the Competitive Supplier will send this file to the Program Manager to update its records. 3. Overnight file*—basic status update for all transactions occurring since the last overnight file. 4. Commission file - Standard practice for aggregation suppliers. * Competitive Supplier shall use Commercially Reasonable effort to provide the files within the timeframe stated above to support Program Manager's customer service needs, provided, however, that transmission frequencies for the Post-enrollment file and Overnight file may deviate from those in subsections 2 and 3 above until such time as Competitive Supplier has systems or processes that are fully automated and capable of creating such files, and provided, further, that such files must be shared only to the extent permitted by applicable Governmental Rules. The abovementioned files should, at minimum, contain the following information: Page 111 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 44 Newly Opt-out Eligible Customer file Post-enrollment file Commission file Pre-Enrollment ID Utility Pre-Enrollment ID Account Number Meter Customer Name Customer Name Read Cycle Account Start Service Account Number Invoice Service Address Account End Number Contract ID Municipality Service City State Zip Enrollment Issue/Reason Code Customer Class Mailing Address Municipality Name Invoice Date Mail City State Zip Contract Start Start Date Customer Classification Contract End Rate End Date Rate Category Class Annual kWh Earned Date Capacity Tag Scheduled Payment Month Usage Capacity Start Date UDC Code Capacity End Date Commission Rate/Amount Billing Name Commission Billing Address Payment Lag(Days) Billing State Billing City Billing Zip Enrollment Date(Contract Start Date) Load Zone File transfer between the Supplier and Program Manager, or a party designated by Program Manager, shall be by SFTP or other secure mode. For the avoidance of doubt, nothing in this Exhibit B shall be construed to require Competitive Supplier or Program Manager to violate any applicable Governmental Rules related to data sharing. Page 112 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 45 EXHIBIT D - OPTION FOR ALTERNATIVE SUPPLY OF POWER Competitive Supplier shall provide power to Participating Customers, including through the purchase of REC's, throughout the term of this ESA and from sources selected in Competitive Supplier's own discretion. However, Program Manager desires to build or contract with a third party to supply renewable sources of energy (a"Renewable Power Source") after the Effective Date of the Program for the benefit of the Participating Customers or a subset of Participating Customers within the Municipality, should the Municipality elect to do so. Upon completion of any such Renewable Power Source or identification of a third-party Renewable Power Source, the Program Manager may offer to procure or sell output from the Renewable Power Source to Competitive Supplier, either directly or through an Associated Entity, under a separate Power Purchase Agreement("PPA"). Competitive Supplier may also propose alternative PPA opportunities for a Renewable Power Source, or Program Manager and Competitive Supplier may elect to solicit offers from the free market for like quantities of power, RECs, or capacity. Program Manager understands and acknowledges that(i) Competitive Supplier shall have no obligation to enter into a PPA during the term of this ESA; and(ii) if Competitive Supplier agrees to enter into a PPA, then completion of a PPA is contingent upon (without limitation) Competitive Supplier's confirmation (in its sole determination)that(a) the terms are in compliance with all rules, laws and regulations; (b) it has internal senior management approval after completion of financial, credit, legal and operation due diligence; and(c)the Parties have executed an amended ESA to incorporate terms of the PPA, including any necessary pricing adjustments agreed to by all Parties. In the event that Competitive Supplier elects not to enter into a PPA as described above and Program Manager enters into a third-party agreement, then the terms of this ESA shall remain unmodified and in full force and effect. In the event Program Manager identifies output from Renewable Power Source(s)that Program Manager desires to assign to or request that the Competitive Supplier use in the Program, Program Manager will describe whether each product is unit-contingent or smoothed, and Program Manager will describe the projected(if unit contingent) or committed quantity (if smoothed) for RECs, Capacity and/or kWh, including time blocks for the product, if appropriate. In the event that the Parties elect to enter into a PPA,the Parties agree to negotiate, in a Commercially Reasonable manner, a rate adjustment to Participating Customers to (a) compensate Competitive Supplier(or an Associated Entity) for any losses should Competitive Supplier(or an Associated Entity)need to then sell off any of the original power purchased to supply the Program at a lower price than it purchased it for, or(b) compensate Participating Customers for any gains should Competitive Supplier(or an Associated Entity)then be able to sell off any of the original power purchased to supply the Program at a higher price than it purchased it for. Any such rate adjustment shall only amend or modify the ESA by a written instrument signed by all Parties hereto. For avoidance of doubt, the foregoing does not obligate the Parties to come to an agreement regarding a rate adjustment. Page 113 of 386 Y 0 ul rrl Town of Mamaroneck Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck, NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator Re: SEQRA Review of Proposed Partial Demolition of Incinerator Building Date: April 16, 2025 Attached, please find information prepared by Town Attorney, William Maker Jr., for the environmental review of the incinerator demolition project at the Maxwell Avenue sanitation yard. The Town Board will need to act on both the Lead Agency Designation, as well as, the Negative Declaration, should the Board agree with the findings. If the Board acts on both items, the bond resolution for the Town's share of the demolition costs for this project is offered following these resolutions. Action Requested: Lead Agency Resolution: RESOLVED, that the Town Board designates itself as the Lead Agency pursuant to the State Environmental Quality Act for the review of this project. Negative Declaration Resolutions: RESOLVED, that the Town Board adopts the Short Form Environmental Assessment Form prepared for this project, and BE IT FURTHER RESOLVED, that the Town Board declares the partial demolition of the incinerator building at 41 Maxwell Avenue is an Unlisted Action under the State Environmental Review Act, and BE IT FURTHER Page 114 of 386 RESOLVED, that for the reasons contained in the annexed NEGATIVE DECLARATION, the terms of which hereby are approved and which by this resolution hereby are adopted, the Town Board finds that the removal of the incinerator located at 41 Maxwell Avenue will not result in significant adverse impacts upon the environment and therefore there is no reason to prepare an environmental impact statement. Attachment/s: 2025-4-1 1-mx-TB-SEQRA resolutions Page 115 of 386 4 Town of Mamaroneck w ' n County of Westchester *FOUNDED 1661 740 West Boston Post Road, Mamaroneck,NY 10543-3353 COUNSEL TEL: 914/ 381-7815 FAX: 914/381-7809 WMakerJr@TownofMamaroneckNY.org MEMORANDUM To: Mamaroneck Town Board Town Board Meeting— April 16, 2025 cc: Meredith S. Robson, Town Administrator From: William Maker,Jr.,Attorney for the Town Subject: Environmental review for the partial demolition of the incinerator building Date: April 11, 2025 Among the items on the Town Board's agenda for April 16th will be resolutions for issuing bonds to pay for the partial demolition of the Maxwell Avenue incinerator building. Before acting upon those resolutions there must be compliance with the State Environmental Review Act(SEQRA). Since the building is on Town-owned land, the Town Board should designate itself the Lead Agency for the SEQRA, determine the type of action this demolition is under the SEQRA regulations, and decide whether partial demolition is the kind of action that requires an Environmental Impact Statement. With this memorandum are two distinct items. The first is a proposed resolution by which the Town Board can designate itself as Lead Agency for the SEQRA review. Upon the adoption of that resolution, the Town Board can turn its attention to the second item which consists of a Short Environmental Assessment Form consisting of three parts and another resolution. This resolution proposed that the Town Board declare that the partial demolition is an Unlisted Action under SEQRA that will not have a significant adverse effect upon the environment. In common parlance, the Town Board would be issuing a negative declaration under SEQRA. Assuming these resolutions are adopted, the Town Board can act upon the bonding resolutions. 1 Page 116 of 386 RESOLUTION DESIGNATING THE TOWN BOARD AS LEAD AGENCY On the motion of seconded by the following resolution was adopted, Whereas, the Town plans a portion of the incinerator building located at 41 Maxwell Avenue(known as 1-32-220 on the Assessment Map of the Town of Mamaroneck), and NOW, THEREFORE, BE IT RESOLVED, that the Town Board designates itself as the Lead Agency pursuant to the State Environmental Quality Act for the review of this project. The above resolution was put to a roll call vote: Nambiar Nichinsky King Fiddelman Elkind Eney Page 117 of 386 Short Environmental Assessment Form Part 1 -Project Information Instructions for Completing Part 1—Project Information. The applicant or project sponsor is responsible for the completion of Part 1. Responses become part of the application for approval or funding,are subject to public review, and may be subject to further verification. Complete Part 1 based on information currently available. If additional research or investigation would be needed to fully respond to any item,please answer as thoroughly as possible based on current information. Complete all items in Part 1.You may also provide any additional information which you believe will be needed by or useful to the lead agency;attach additional pages as necessary to supplement any item. Part 1—Project and Sponsor Information PARTIAL DEMOLITION OF INCINERATOR BUILDING BY TOWN OF MAMARONECK Name of Action or Project: SEE ABOVE Project Location(describe,and attach a location map): 41 MAXWELL AVENUE Brief Description of Proposed Action: PARTIAL DEMOLITION OF INCINERATOR BUILDING Name of Applicant or Sponsor: Telephone:p 914-381-7810 TOWN OF MAMARONECK - E-Mail: townadministrator@townofmamaroneckny.go Address: 740 WEST BOSTION POST ROAD City/PO: State: Zip Code: MAMARONECK NY 10543 1. Does the proposed action only involve the legislative adoption of a plan,local law,ordinance, NO _1 YES administrative rule,or regulation? If Yes,attach a narrative description of the intent of the proposed action and the environmental resources that I ❑ may be affected in the municipality and proceed to Part 2. If no,continue to question 2. 2. Does the proposed action require a permit,approval or funding from any other government Agency? NO YES If Yes,list agency(s)name and permit or approval: ❑ El 3. a.Total acreage of the site of the proposed action? 1.79 acres b.Total acreage to be physically disturbed? .10 acres c.Total acreage(project site and any contiguous properties)owned or controlled by the applicant or project sponsor? 1.79 acres 4. Check all land uses that occur on,are adjoining or near the proposed action: ❑Urban ❑ Rural(non-agriculture) ❑✓ Industrial ❑ Commercial ❑ Residential(suburban) El Forest ❑ Agriculture ❑ Aquatic 0 Other(Specify): El Parkland Page 1 of 3 SEAF 2019 Page 118 of 386 5. Is the proposed action, NO YES N/A a. A permitted use under the zoning regulations? El ❑ 1 b. Consistent with the adopted comprehensive plan? ❑ El ❑ NO YES 6. Is the proposed action consistent with the predominant character of the existing built or natural landscape? - - 7. Is the site of the proposed action located in,or does it adjoin,a state listed Critical Environmental Area? NO YES If Yes,identify: ❑ NO YES 8. a. Will the proposed action result in a substantial increase in traffic above present levels? ❑ ❑ b. Are public transportation services available at or near the site of the proposed action? ❑ ❑� c. Are any pedestrian accommodations or bicycle routes available on or near the site of the proposed El ❑ action? 9. Does the proposed action meet or exceed the state energy code requirements? NO YES If the proposed action will exceed requirements,describe design features and technologies: 0 El 10. Will the proposed action connect to an existing public/private water supply? NO YES If No,describe method for providing potable water: 11. Will the proposed action connect to existing wastewater utilities? NO YES If No,describe method for providing wastewater treatment: 1=1 El 12. a.Does the project site contain,or is it substantially contiguous to,a building,archaeological site,or district NO YES which is listed on the National or State Register of Historic Places,or that has been determined by the ❑ El of the NYS Office of Parks,Recreation and Historic Preservation to be eligible for listing on the State Register of Historic Places? b.Is the project site,or any portion of it,located in or adjacent to an area designated as sensitive for El ❑ archaeological sites on the NY State Historic Preservation Office(SHPO)archaeological site inventory? 13. a. Does any portion of the site of the proposed action,or lands adjoining the proposed action,contain NO YES wetlands or other waterbodies regulated by a federal,state or local agency? 0 0 b. Would the proposed action physically alter,or encroach into,any existing wetland or waterbody? El ❑ If Yes,identify the wetland or waterbody and extent of alterations in square feet or acres: Page 2 of 3 Page 119 of 386 I 14. Identify the typical habitat types that occur on,or are likely to be found on the project site.Check all that apply: ❑Shoreline ❑ Forest ❑Agricultural/grasslands 0 Early mid-successional ❑Wetland 0 Urban ❑✓ Suburban • 15. Does the site of the proposed action contain any species of animal,or associated habitats,listed by the State or NO YES Federal government as threatened or endangered? - El El 16. Is the project site located in the 100-year flood plan? NO YES E ❑ 17. Will the proposed action create storm water discharge,either from point or non-point sources? NO YES If Yes, ❑ a. Will storm water discharges flow to adjacent properties? El b. Will storm water discharges be directed to established conveyance systems(runoff and storm drains)? El If Yes,briefly describe: - 18. Does the proposed action include construction or other activities that would result in the impoundment of water NO YES or other liquids(e.g.,retention pond,waste lagoon,dam)? - If Yes,explain the purpose and size of the impoundment: - ❑ ❑ 19. Has the site of the proposed action or an adjoining property been the location of an active or closed solid waste NO YES management facility? If Yes,describe: 20.Has the site of the proposed action or an adjoining property been the subject of remediation(ongoing or NO YES completed)for hazardous waste? If Yes,describe: El El I CERTIFY THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND ACCURATE TO THE BEST OF MY KNOWLEDGE Applicant/sponsor/name: TOWN OF MAMARONECK Date:APRIL 11,2025 Signature: . . ` V U � 61°UL Title:ADMINISTRATOR PRINT FORM Page 3 of 3 Page 120 of 386 Agency Use Only[If applicable] Project: Date: Short Environmental Assessment Form Part 2 -Impact Assessment Part 2 is to be completed by the Lead Agency. Answer all of the following questions in Part 2 using the information contained in Part 1 and other materials submitted by the project sponsor or otherwise available to the reviewer. When answering the questions the reviewer should be guided by the concept"Have my responses been reasonable considering the scale and context of the proposed action?" No,or i Moderate small to large impact impact may may occur occur 1. Will the proposed action create a material conflict with an adopted land use plan or zoning regulations? ❑✓ ❑ 2. Will the proposed action result in a change in the use or intensity of use of land? El ❑ 3. Will the proposed action impair the character or quality of the existing community? I ❑ ❑ 4. Will the proposed action have an impact on the environmental characteristics that caused the establishment of a Critical Environmental Area(CEA)? El 5. Will the proposed action result in an adverse change in the existing level of traffic or ❑ affect existing infrastructure for mass transit,biking or walkway? 6. Will the proposed action cause an increase in the use of energy and it fails to incorporate ❑ ❑ reasonably available energy conservation or renewable energy opportunities? 7. Will the proposed action impact existing: ❑ a.public/private water supplies? b.public/private wastewater treatment utilities? ✓❑ ❑ 8. Will the proposed action impair the character or quality of important historic,archaeological, ❑ architectural or aesthetic resources? 9. Will the proposed action result in an adverse change to natural resources(e.g.,wetlands, waterbodies,groundwater, air quality,flora and fauna)? ❑✓ ❑ 10. Will the proposed action result in an increase in the potential for erosion,flooding or drainage ❑ problems? ✓ 11. Will the proposed action create a hazard to environmental resources or human health? ✓❑ ❑ PRINT FORM Page 1 of 2 - SEAF 2019 Page 121 of 386 Agency Use Only[If applicable] Project: Date: Short Environmental Assessment Form Part 3 Determination of Significance For every question in Part 2 that was answered"moderate to large impact may occur",or if there is a need to explain why a particular element of the proposed action may or will not result in a significant adverse environmental impact,please complete Part 3.Part 3 should,in sufficient detail,identify the impact,including any measures or design elements that have been included by the project sponsor to avoid or reduce impacts. Part 3 should also explain how the lead agency determined that the impact may or will not be significant.Each potential impact should be assessed considering its setting, probability of occurring,duration,irreversibility,geographic scope and magnitude. Also consider the potential for short- term,long-term and cumulative impacts. THE PROJECT WILL ELIMINATE A PORTION OF AN UNUSED INCINERATOR BUILDING AND REMOVE ASBESTOS O Check this box if you have determined,based on the information and analysis above,and any supporting documentation, that the proposed action may result in one or more potentially large or significant adverse impacts and an environmental impact statement is required. O Check this box if you have determined,based on the information and analysis above,and any supporting documentation, that the proposed action will not result in any significant adverse environmental impacts. TOWN OF MAMARONECK APRIL ,2025 Name of Lead Agency Date MEREDITH S. ROBSON ADMINISTRATOR Print or Type Name of Responsible Officer in Lead Agency Title of Responsible Officer Signature of Responsible Officer in Lead Agency Signature of Preparer(if different from Responsible Officer) PRINT FORM Page 2 of 2 Page 122 of 386 RESOLUTION DECLARING THAT THE PARTIAL DEMOLITION OF THE INCINERATOR BUILDING AT 41 MAXWELL AVENUE WILL NOT HAVE A SIGNIFICANT EFFECT UPON THE ENVIRONMENT (NEGATIVE DECLARATION) On the motion of seconded by - BE IT RESOLVED, that the Town Board adopts the Short Form Environmental Assessment Form prepared for this project, and BE IT FURTHER RESOLVED, that the Town Board declares the partial demolition of the incinerator building at 41 Maxwell Avune is an Unlisted Action under the State Environmental Review Act, and BE IT FURTHER RESOLVED, that for the reasons contained in the annexed NEGATIVE DECLARATION, the terms of which hereby are approved and which by this resolution hereby are adopted, the Town Board finds that the removal of the incinerator located at 41 Maxwell Avenue will not result in significant adverse impacts upon the environment and therefore there is no reason to prepare an environmental impact statement. The above resolution was put to a roll call vote: Nambiar Nichinsky King Fiddelman Elkind Eney 4-11-24 Page 123 of 386 State Environmental Quality Review NEGATIVE DECLARATION Notice of Determination of Non-Significance Date: April_ _ _ 2025 This notice is issued pursuant to Part 617 of the implementing regulations pertaining to Article 8(State Environmental Quality Review Act)of the Environmental Conservation Law. The Town Board of the Town of Mamaroneck, as lead agency, has determined that the proposed action described below will not have a significant impact upon the environment and therefore a Draft Environmental Impact Statement will not be prepared. Name of Action: Partial removal of the incinerator building located at 41 Maxwell Avenue(known as 1-32- 220 on the Assessment Map of the Town of Mamaroneck) SEQRA Status: Type 1 No Unlisted Yes Conditioned Negative Declaration: No Description of Action: The Town Board plans to remove the incinerator located at 41 Maxwell Avenue. Payment for such removal will be taken from proceeds received from the issuance and sale of bonds by the Town of Mamaroneck. Location: 41 Maxwell Avenue Procedure: Since the incinerator is located on real property owned by the Town of Mamaroneck, the Town Board is the agency involved in removal of the incinerator.Accordingly,it designated itself Page 124 of 386 as the lead agency for environmental review pursuant to Article 8 (State Environmental Quality Review Act)of the Environmental Conservation Law(SEQRA).1 The Town Board caused a short form Environmental Assessment Form to be prepared to support its determination of significance within the meaning of SEQRA. Part 1 describes the action.Part 2 identifies and determines the action's potential impacts upon the environment.Part 3 evaluates such impacts. Reasons Supporting This Determination: The incinerator has not been used for decades, and its physical condition has not been maintained in the same fashion as it had been during the years of operation. As a result, the condition has deteriorated. The Town Board wishes to be proactive by having The incinerator removed before a more serious problem,such as a partial or total collapse of the structure,occurs. Not only could a collapse cause injury to persons or property, but it would release the asbestos that is within the incinerator into the atmosphere. The Town has or will engage contractors skilled in removing asbestos who will use best practices for asbestos removal,thereby eliminating an unwanted release of asbestos. In making its determination that the removal of the incinerator will result in no significant adverse impacts upon the environment, the Town Board relied upon the Environmental Assessment Form prepared for its consideration of environmental significance. If Conditional Negative Declaration, provide on attachment the specific mitigation measures imposed, and identify comment period (not less than 30 Days from date of publication in the ENB): Not Applicable For Further Information: Contact Person: Meredith S. Robson, Town Administrator Address: 740 West Boston Post Road,Mamaroneck, NY 10543 Telephone Number: 914-381-7810 For Type 1 Actions and Conditioned Negative Declarations,a Copy of this Notice is sent to: Chief Executive Officer of the Town/City/Village of the: Other involved agencies(if any): 1 Chapter 92 of the Town Code contains a set of laws, called the "Town of Mamaroneck Environmental Quality Review Law", that is consistent with, and designed to implement SEQRA. 2 Page 125 of 386 Applicant(if any): Environmental Notice Bulletin (Type One Actions only): Forms/SEQRA//2025-4-11-Negative Declaration incinerator removal 3 Page 126 of 386 c m Town of Mamaroneck Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck,NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator CC: Tracy Yogman, Town Comptroller Re: 2025 Bond Resolution Summary Report Date: April 16, 2025 Attached is a memo from Town Comptroller, Tracy Yogman, that outlines the purposes of the bond resolutions presented for adoption. These bond resolutions are consistent with our capital plan discussions and your budget approval. Each bond resolution requires a vote of four out of five Board members to adopt. Tracy will be in attendance to respond to any questions you may have. Action Requested: Approve each bond resolution. Page 127 of 386 u_r "v t1; n Town of Mamaroneck Comptroller, Town Center oINDED 1661 740 West Boston Post Road,Mamaroneck,NY 10543-3353 INTERDEPARTMENT MEMORANDUM TEL: (914) 381-7810 FAX: (914) 381-7809 tyogman@townofmamaroneckNY.org Date: April 16, 2025 To: Meredith Robson, Town Administrator From: Tracy Yogman, Town Comptroller Subject: 2025 Bond Resolution Summary Report General: The 2025 Capital Budget included many projects that were needed throughout the Town. In consideration of the current economic conditions, the fund balance in each fund and projects that are in progress, a careful review of all projects planned was completed with the objective of keeping debt service as low as possible. The first step in securing the funding requires the adoption of bonding resolutions. The Water District and Garbage District bonds require public hearings before a vote that will be scheduled in separate resolutions. The total amount of$10,550,050 will be bonded in 2025. According to the financial advisors, there has been volatility in the bond market as a result of headlines related to tariffs. Prior to tariff related volatility, interest rates have been stable and rates for both bonds or notes for municipalities with a Aaa bond rating are still low. Twenty year bonds have been selling at a rate of 3.70-3.80%. We intend to accept the financial advisor's advice on the most cost effective borrowing method at the time the bonds are ready to be sold. We will provide an update as the process progresses and our financial advisors will provide updates to interest rate projections on a monthly basis. In accordance with our bond discussions, we are going to use S&P as our bond rating agency for the 2025 bonds for the first time. Under S&P's published ratings criteria, CMA believes S&P would provide slightly more flexibility with respect to fund balance. However, Moody's would continue to maintain existing ratings so long as any debt for a Moodys-rated issue is outstanding. The final Moody's rated bonds mature in 2054. Should Moody's downgrade the Town's credit rating in the future, the Town would be required to disclose the Moody's rating assigned to prior general obligation bonds along with any rating assigned to new issuances. Debt service on bonds that are issued in 2025 will begin in 2026. The debt service for the projects below will be funded by several different funds. The Water District debt Page 128 of 386 service is funded with fees based on usage and the annual cost will be incorporated into the 2026 fee structure. The debt service in the other funds are paid with tax revenues. Should Moody's downgrade the Town's credit rating in the future, the Town would be required to disclose the Moody's rating assigned to prior general obligation bonds along with any rating assigned to new issuance. The proposed financing schedule provided by Capital Markets, the Town's financial advisor is as follows: Resolutions/Schedule Public Hearings April 16 Publish notice of referendum May 8 Publish estoppel notices(after the vote) June 10 Draft POS July 8 S&P Rating Call Week of July 7 Mail POS July 21 Sell Bonds August 15 Close Bonds August 19 Below is a brief summary of the projects and the amount of the required bonds for which approval is necessary: 1. Parks Building (Sign Shop) (H5191) $340,000 Demolition and replacement of the parks building in Memorial Park that was damaged in Storm Ida. The structure will be a two story building. The bottom floor will be storage and work area for the Town Park's equipment and the second story will be a work area for the Town's sign shop. The total cost of the project is estimated to be $3,436,279 of which $127,280 was received from property insurance, a NYSERDA grant of $175,000 and a transfer from the General Fund of $324,000. The original bond issued in 2024 was for $2,470,000. An additional $348,000 is needed to complete the project. The bond resolution is attached. 2. Senior Center Generator (H6703) $95,300 Design development and installation of a new gas powered backup generator at the Sr Center. The Town was just awarded a CDBG grant in the amount of $94,275 (50%) that requires the Town to provide a 50% match. The Senior Center does not currently have emergency backup power. The center is considered a critical facility that serves as both a cooling center and an emergency shelter for the community. This project was eliminated from the 2025 budget as we did not have confirmation of the grant award. A budget amendment is included on this agenda to fund the project. A bond resolution for the Town's share is attached. 3. Gardens Lake Dredge (H8553) $885,000 Sediment and debris accumulation is routine and naturally occurs in Gardens Lake based upon it's location within the Sheldrake River. Shallow water promotes increased algae growth and a decline of ecological health in the lake. Dredging is required to to clean out this debris. It is estimated that 4,000 cubic yards will require removal. A bond resolution including estimated bonding costs attached. 4. Road Reconstruction- (H5104) $200,650 This project includes the reconstruction/resurfacing of roads that have been prioritized based on a road condition analysis. The 2025 total reconstruction plan is estimated to be $390,000. CHIPS Page 129 of 386 funding of$195,350 will be received in 2025. The balance of$194,650 will be bonded. Debt service will be paid by the Highway Fund. A bond resolution including estimated bonding costs attached. 5. Stormwater Drainage Projects Design (H5135) $489,000 This project includes the design development for recommended mitigation projects per the Town's Comprehensive Storm Sewer Evaluation. There are five priority locations to be started in 2025. A bond resolution including estimated bonding costs attached. 6.Weaver St Sidewalk Extension (H5145) $922,100 Construction of a new five foot wide sidewalk connection along Weaver St. is in progress. Based on construction cost escalations, additional funding of $902,065 is needed to complete the project. This project has been partially funded with a NYSDOT Transportation Alternatives Program grant of $315,000. A bond resolution for the additional funding needed including estimated bonding costs is attached. 7. Highway-Curb Improvements (H5173) $153,000 This project includes 5,000 square feet of curb improvements on the remainder of Howell Ave, ADA ramps and resetting various utility structures to grade. Debt service will be paid by the Highway Fund. A bond resolution for the additional funding needed including estimated bonding costs is attached. 8. Garbage Incinerator (H8610) $513,000 There is an old incinerator building that served both the Village and the Town for garbage incineration at the Sanitation Building. It has not been used since 1973. Both municipalities provided 50% of the cost for building the incinerator. The building is dilapidated and unsafe and in accordance with the structural engineers must be demolished. A bond resolution is attached for the Town's share of the demolition. 9. Rye Lake Filtration (H1364) $11,355,000 The consent decree and both the IMG grant for the Rye Lake Filtration Plant requires each WJWW member to pass bond resolutions for the full cost of the filter plant project evidencing financial support for the project on the part of the members. The revised estimated cost of the plant is $205 million ($30 million increase). The Town's 16.7% share is now $34,235,0000. As a reminder, WJWW has been awarded a$30 million grant from IMG. The Town's share will be reduced by $5,010,000 requiring funding in total of$29,225,000. The Town has already approved bond resolutions in the amount of $23,473,000. The attached bond resolution of $11,355,000 will complete the funding based on this estimate. We will be bonding approximately $5.7 annually to complete the project. 10. Park Lane Storage Tank#2 Rehabilitation (H1397) $88,300 Park Lane Water Storage Tank #2 rehabilitation is required to avoid structural steel failures and extend the useful life of the water tank and to meet current regulatory requirements. Additional funding is needed to complete the project. This project requires a public hearing. The bond resolution is attached. Debt service will be funded through water rate increases and paid by the Water District Fund. 11. Kensico Reservoir Storm Water Miti2ation(H1399) $170,000 The Supplemental Environmental Project(Kensico Reservoir Storm Water Mitigation)required by the consent decree is still in the review stage. The USDOJ,which is requiring the project,has received a proposed project Page 130 of 386 plan from WJWW and its engineers which it is reviewing. This project is estimated at $1 million and the Town's share is $167,000.A bond resolution is attached in addition to the reimbursement resolution. 12. Lead Service Line (H1399) $960,400 The Lead Service Line Replacement Public Benefit Project required under the consent decree is being submitted today to the NYS Attorney General's office for review and approval. One of the actions required by the consent decree relative to this project is the deposit of $5.7 million into a separate WJWW bank account. To fulfill this requirement,the members should plan on funding their respective shares of this project by May 1, 2025. A reimbursement resolution is required since we will need to make the payment to WJWW before the permissible date.A bond resolution is attached. Bonds to be Rescinded: 13. Madison Ave Traffic Signal Improvements (H3361) ($89,536) A bond resolution for a traffic signal on Madison avenue was issued in 2021 in the amount of $866000 was needed for this project however only $776,464 was needed for this project. The remaining balance of$89,536 will be rescinded. The following is the list of bonds resolutions totaling $16,168,050 and amounts that will be issued totaling $10,550,050. Project# Project Org Fund Project Description Bond Bonds to be Resolutions Issued in Needed 2025 1 H5191 A Sign Shop-Additional $ 340,000 $ 340,000 funds 2 H6703 A Sr Center Generator 95,300 95,300 3 H8553 A Gardens Lake Dredging 885,000 885,000 4 H5104 DB Roadway Reconstruction 200,650 200,650 5 H5135 DB Stormwater Drainage- Design for 5 Locations 489,000 489,000 6 H5145 DB Weaver St Sidewalk Extension- Additional 922,100 922,100 Funding 7 H5173 DB Curb Improvements- Howell Ave 153,000 153,000 8 H8610 SR Garbage Incinerator- TOM Share 513,000 513,000 9 H1364 SW Rye Lake Filtration Plant 11,355,000 5,737,000 10 H1397 SW Park Lane Storage#2 84,600 84,600 11 H1399 SW Kensico Reservoir Storm Page 131 of 386 Water Mitigation 170,000 170,000 12 H1399 SW Lead Pipe Rehab 960,400 960,400 13 H3361 B Madison Ave Traffic Signal Improvements (89,536) Total $16,168,050 $10,550,050 Page 132 of 386 61' 47, m Town of Mamaroneck Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck,NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator CC: Tracy Yogman, Town Comptroller Re: 2025 Capital Budget Amendments Date: April 16, 2025 Attached please find a memo from Tracy Yogman, Town Comptroller, regarding 2025 Capital Budget Amendments. Action Requested: Resolved that the Town Board hereby authorizes the Comptroller to make the necessary budget amendments, as presented. Page 133 of 386 u_r "v t; n Town of Mamaroneck Comptroller, Town Center OuNDED 1661 740 West Boston Post Road,Mamaroneck,NY 10543-3353 INTERDEPARTMENT MEMORANDUM TEL: (914) 381-7810 FAX: (914) 381-7809 tyogman@townofmamaroneckNY.org Date: April 16, 2025 To: Meredith Robson, Town Administrator From: Tracy Yogman, Town Comptroller Subject: 2025 Capital Budget Amendments General: In compliance with the Budget Policy, the following 2025 capital budget amendments are recommended for approval. 1. Rye Lake Filtration (H1364) The consent decree and both the IMG grant for the Rye Lake Filtration Plant requires each WJWW member to pass bond resolutions for the full cost of the filter plant project evidencing financial support for the project on the part of the members. The revised estimated cost of the plant is $205 million ($30 million increase). The Town's 16.7% share is now$34,235,0000 plus estimated bond costs of$593,000 for a total of$34,828,000.As a reminder, WJWW has been awarded a $30 million grant from IMG. The Town's share will be reduced by $5,010,000 requiring funding in total of $29,818,000. A budget amendment is recommended below to complete the funding based on this estimate. 2. Park Lane Storage Tank#2 Rehabilitation (H1397) Park Lane Water Storage Tank #2 rehabilitation is required to avoid structural steel failures and extend the useful life of the water tank and to meet current regulatory requirements. Additional funding is needed to complete this $392k project. The additional $84,600 will be bonded. A budget amendment is recommended below to complete the funding based on this estimate. 3. Kensico Reservoir Storm Water Mitigation/Lead Service Lines (H1399) The Supplemental Environmental Projects(Kensico Reservoir Storm Water Mitigation required by the consent decree is still in the review stage. The USDOJ,which is requiring the project,has received a proposed project plan from WJWW and its engineers are reviewing. This project is estimated at $1 million and the Town's share is$167,000. The 2025 Adopted Budget included a budget of$200,400 and requires an reduction. The second supplemental project is the Lead Service Line Replacement Public Benefit Project required under the consent decree. The estimate is $5,700,000 of which the Town's share is $951,900 plus estimated bond costs of$8,500 for a total of$960,400. A budget amendment resolution is attached to adjust the estimated costs to current estimates. Page 134 of 386 4. Senior Center Generator (H6703) Design development and installation of a new gas powered backup generator at the Sr Center. The Town was just awarded a CDBG grant in the amount of $94,275 (50%) that requires the Town to provide a 50% match. The Senior Center does not currently have emergency backup power. The center is considered a critical facility that serves as both a cooling center and an emergency shelter for the community. This project was eliminated from the 2025 budget as we did not have confirmation of the grant award. A budget amendment to fund this project is recommended below. 5.Weaver St Sidewalk Extension (H5145) Construction of a new five foot wide sidewalk connection along Weaver St. is in progress. A small budget amendment is needed for rounding to complete the funding. 6. Hommocks Pool (H7125) Design for the pool improvements is anticipated to begin in 2025. The design is estimated at $298,500. The Town has been awarded a $250,000 grant for the design and our share will be $48,500. A budget amendment is recommended below. Attachment/s: 2025 CAPITAL BUDGET AMENDMENTS - April 16, 2025 Page 135 of 386 2025 CAPITAL BUDGET AMENDMENTS Item Budget Increase/ # Type Account Description (Decrease) Amount Fund 1 Expense H1364-0400 Rye Lake Filter Plant Increase 10,020,000 Expense H1364-4022 Bond Costs Increase 206,500 Revenue H1364-5710 Serial Bonds Increase 10,226,500 2 Expense H1397-0400 Parklane Storage #2 Increase 83,300 Expense H1397-4022 Bond Costs Increase 1,300 Revenue H1397-5710 Serial Bonds Increase 84,600 3 Expense H1399-0400 Kensico Reservoir Storm Water System Decrease (33,400) Expense H1399-0400 Lead Service Lines Increase 16,700 Revenue H1399-5710 Serial Bonds Decrease (16,700) 4 Expense H6703-0400 Sr. Center Generator Increase 188,550 Expense H6703-4022 Bond Costs Increase 1,025 Revenue H6703-4989 Fed Aid-CDBG Increase 94,275 Revenue H6703-5710 Serial Bonds Increase 95,300 5 Expense H5145-0400 Weaver St- Bond Costs Increase 35 Revenue H5145-5710 Serial Bonds Increase 35 6 Revenue H7125-5031 Transfer from A Increase 48,500 Revenue H7125-5710 Serial Bonds DecreaSe (48,500) GENERAL FUND(FUND A) 6 Expense H9900-9950 TransfertoA Increase $ 48,500 Expense A1900-4050 Contingency DecreaSe (48,500) Page 136 of 386 PUBLIC HEARING NOTICE LEGAL NOTICE IS HEREBY GIVEN that pursuant to Section 130 of the Town Law of the State of New York, a Public Hearing will be held on Wednesday,April 16, 2025, at 8:00 PM or as soon thereafter as is possible,to consider the "Reducing Speed Limit on Harrison Drive" law, at the Town Center, 740 W. Boston Post Road, Mamaroneck, New York. Purpose: The purpose of this law is to reduce the speed limit on Harrison Drive from 30 miles per hour to 25 miles per hour for two reasons. First, Harrison Drive is a winding street. It can be dangerous for motor vehicles to travel 30 miles per hour along Harrison Drive. Second, Harrison Drive continues into the Village of Larchmont. The Village has lowered the speed limit on Harrison Drive to twenty-five miles per hour. Reducing the speed limit in the unincorporated area to 25 miles per hour will create continuity and avoid confusion. You may also view the meeting on local municipal access television (Cablevision 75, 76, 77 or Verizon 34, 35, 36) or on LMC Media's website, https://lmcmedia.org. The full text of this document can be viewed on the Town's website, https://www.townofmamaroneckny.gov/calendar.aspx, or by calling the Town Clerk's Office at 914-381-7870,for a mailed copy. BY ORDER OF THE TOWN BOARD OF THE TOWN OF MAMARONECK Published:Wednesday,April 9, 2025 Page 137 of 386 Local Law No. -2025 This local law shall be known as the "Reducing Speed Limit on Harrison Drive" law. BE IT ENACTED by the Town Board of the Town of Mamaroneck Section 1 -Purpose: The purpose of this law is to reduce the speed limit on Harrison Drive from 30 miles per hour to 25 miles per hour for two reasons. First, Harrison Drive is a winding street. It can be dangerous for motor vehicles to travel 30 miles per hour along Harrison Drive. Second, Harrison Drive continues into the Village of Larchmont. The Village has lowered the speed limit on Harrison Drive to twenty-five miles per hour. Reducing the speed limit in the unincorporated area to 25 miles per hour will create continuity and avoid confusion. Section 2-Amendment of a current section of the Mamaroneck Code: Section 219-4 of the Code of the Town of Mamaroneck hereby is repealed and the following substituted in its place: Page 138 of 386 §219-4 Speed limits. The maximum speed at which motor vehicles may proceed on or along any public highways shall be 30 miles per hour, except on or along those public highways or parts of public highways described below: Speed Limit Name of Public Highway (mph) Location Dillon Road 25 Entire length Fernwood Road 15 From 47 Fernwood Road to Weaver Street Forest Avenue 15 From Sheldrake Avenue north to the end of the road Harmon Drive 25 From Weaver Street to the next posted speed limit sign Harrison Drive 25 Entire length Hillcrest Avenue 10 Along the curve between Judson Street and ending where the road straightens Huguenot Drive 20 From North Chatsworth Avenue to the next posted speed limit Murray Avenue 25 Entire length except in the school zone where it is 20 mph Myrtle Boulevard 25 From North Chatsworth Avenue to Lakeside Drive Old White Plains Road 15 Along the curve north of Bruce Road and ending Where the road straightens Section 3-Sign(s) to be Erected and Painting to be Done: Where required. appropriate signs shall be erected on and/or above, and/or striping shall be painted on the surface of the streets indicating the speed limit for such street. Section 4-Severability: Should any provision of this Local Law be declared invalid or unconstitutional by any court of competent jurisdiction, such declaration of unconstitutionality or invalidity shall not affect any other provisions of this Local Law, which may be implemented without the invalid or unconstitutional provisions. Section 5-Effective Date: This Local Law shall become effective upon filing with the Secretary of State. Vehicle&Traffic Chapter/March 21,2025 2 Page 139 of 386 o u `" m Town of Mamaroneck if X Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck, NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator CC: Tracy Yogman, Town Comptroller Re: Fire Claims 4-16-25 Date: April 16, 2025 Action Requested: Resolved that the Board of Fire Commissioners hereby approves the attached list of fire claims. Page 140 of 386 u_rt1;' 'rn Town of Mamaroneck Comptroller, Town Center * `oINDED 1661 740 West Boston Post Road,Mamaroneck,NY 10543-3353 INTERDEPARTMENT MEMORANDUM TEL: (914) 381-7810 FAX: (914) 381-7809 tyogman@townofmamaroneckNY.org Date: April 16, 2025 To: Meredith Robson, Town Administrator From: Tracy Yogman, Town Comptroller Subject: Fire Claims 4-16-25 General: Attached is the list of fire claims for approval. Attachment/s: FIRE CLAIMS-4-16-25 Page 141 of 386 TOWN OF MAMARONECK FROM: TRACY YOGMAN-TOWN COMPTROLLER 14- RE: Fire Claims Date April 16,2025 The following Town of Mamaroneck Fire Department claims have been certified by Chief Alex Rapp and submitted to the Comptroller's Office for payment: VENDOR DESCRIPTION AMOUNT Light Panels,boat motor lettering,2135 webbing&rope for Amazon.Com FF1 Class,building&ground supp.,key tags,soap dispensers $ 621.62 Toilet&facial tissue,hand sanitizer replacement,HDD for computer,water cooler,gym clock,audio tone extender,cage Amazon.Com to secure elctronic equipment $ 1,113.12 AAA Emergency Supplies Masks repair $ 452.37 Bound Tree Medical,LLC Bag-Valve-Mask(BVM)for EMS $ 110.95 Goosetown Communications Fireground antenna repair $ 177.35 H-Tech Fire&Safety Inc Fire Gear-LTO Tails&Pants outer shell $ 15,883.12 Morris-Croker LLC Haix Fire Eagle -boots $ 453.53 Optimum Cable service 3/23-4/22/25 $ 286.22 Sound Shore Pest Control Pest control service 3/18/25 $ 77.00 Food for March 2025 Dept.Drill-extensive coversation& presentation on Met North Railroad,best practices,safety etc, TOM Fire Dept water for Apparatus $ 855.99 Uni-First Corporation Cleaning Supplies 11/29, 1/03, 1/17/25 $ 603.67 Verizon Fire HQ service-Redundant circuit 3/25/25 $ 289.99 WJWW 205 Weaver St charges 2/25-3/25/25 $ 306.28 WJWW 6"Metered Fire Service 2/26-3/25/25 $ 37.00 Total $ 21,268.21 Page 142 of 386 c m Town of Mamaroneck Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck,NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator Re: Updated EV Charging Station Proposals - NYPA DCFC Level 3 Site & Revised Level II Charging Stations for Westchester County Municipal Infrastructure Improvement Initiative ("MI3") Date: April 16, 2025 Attached is a memo from Town Engineer, Rob Wasp, providing an update on the options discussed at the April 2nd Town Board meeting for alternate locations for potential installation of electric vehicle (EV) charging stations. Should the Board wish to pursue this project, I offer the following resolution for consideration. Action Requested: Resolved that the Town Board hereby authorizes the Host Site agreement and further authorizes the Town Administrator to execute the agreement, annual extensions, and any related documents necessary to carry out its implementation. Page 143 of 386 "v n Town of Mamaroneck Town Clerk, Town Center * `oINDED 1661 740 West Boston Post Road,Mamaroneck,NY 10543-3353 INTERDEPARTMENT MEMORANDUM TEL: (914) 381-7810 FAX: (914) 381-7809 rwasp@townofmamaroneckNY.org Date: April 16, 2025 To: Meredith Robson, Town Administrator From: Robert P. Wasp, Town Engineer CC: Allison MayTown Clerk Subject: Updated EV Charging Station Proposals -NYPA DCFC Level 3 Site & Revised Level II Charging Stations for Westchester County Municipal Infrastructure Improvement Initiative ("MI3") Attachment/s: Rob Wasp Memo EV Charger Sites_04092025 S-1 EV CHARGER LOCATION MAP03122025 S-2 EV CHARGER LOCATION MAP03122025 NYPA Electrify America Brochure TBD_NYPA_175 Myrtle Blvd Larchmont_Site_Plan R3 early shrub growth pic 2 NYPA Host Site Agreement Town of Mamaroneck Municipal Lot 3.19.25 EVSE ChargePoint Proposal_Mamaroneck Lot D rev.1 S-2 EV CHARGER LOCATION MAP 04092025 Page 144 of 386 2 ?T Town of Mamaroneck TEL:914/381-7835 Engineering Department, Town Center FAX:914/381-8473 �0 -= m 740 West Boston Post Road, Mamaroneck, NY 10543-3353 2 ' ' C7 1— •FOUNDED 1661 •' Robert P. Wasp, P.E., C.D.T. rwasp@townofmamaroneckNY.org Town Engineer INTERDEPARTMENT MEMORANDUM DATE: April 9, 2025 TO: Meredith Robson, Town Administrator FROM: Robert Wasp, P.E., Town Engineer SUBJECT: Updated EV Charging Station Proposals NYPA Rapid Charge Site & Revised Level II Charging Stations for Westchester County Municipal Infrastructure Improvement Initiative ("MI3") GENERAL: Town applications were previously submitted to Westchester County in January 2014 for the installation of two (2)new public Level II EV Charging Stations in Town Parking Lot D and the Lot A Extension. A total of(4) charging ports were proposed to be added at each site. These sites had been evaluated under the County's Municipal Infrastructure Improvement Initiative ("MI3")program and were determined to require no out-of-pocket cost to the Town after incentives from ConEdison and County funding were applied towards the construction costs. Changes in the federal rebate program for EV charging equipment necessitated new chargers to be substituted under the County MI3 program. The new equipment manufactured by Chargepoint provides higher amperage-output Level II units that qualify for the federal rebate. The Town's consultant, INF Associates updated their project proposals based upon the re-evaluated costs of new equipment and escalation for 2025 installation. The revised proposals maintain that the Town will not incur out-of- pocket costs for the proposed installation at the original planned locations. Separate from The Town's application through the Westchester County MI3 program, New York Power Authority (NYPA)identified Town Parking Lot D as a feasible site for installation of a new DCFC (Level III, rapid charging) facility. DCFC rapid chargers drastically reduce the required charge time for electric vehicles to under one hour. Under the Electrify America program,NYPA fully funds and operates the installation of DCFC sites that are leased from the property owner. The draft lease agreement provided by NYPA is attached to this agenda item. All design, construction and ongoing operation costs for the Facility are the responsibility of NYPA under the program. The Town would receive an annual payment from NYPA for lease of the (6) spaces in Lot D in accordance with the escalating payment schedule contained in the agreement. Confirmation of ConEdison's ability to supply electrical service to DCFC facilities is a critical milestone for the feasibility of the installation. ConEdison has provided positive feedback on feasibility for the service request submitted by NYPA that allows their project to move forward. Please refer to Page 145 of 386 2 ?T Town of Mamaroneck TEL:914/381-7835 •-p Engineering Department, Town Center FAX:914/381-8473 �0 -= m 740 West Boston Post Road, Mamaroneck, NY 10543-3353 2 ' ' C7 { •FOUNDED 1661 •' Robert P. Wasp, P.E., C.D.T. rwasp@townofmamaroneckNY.org Town Engineer attached charging station location maps "S-1" and "S-2" as prepared by the Engineering Department. The maps show the original approved Level II sites submitted to the County MI3 program as well as the new NYPA DCFC Level III site and 2025 alternate locations evaluated for the Level II chargers. Detailed layout for potential EV charging equipment in Town parking Lots D & B is shown on map "S- 2". Installation of a new above ground transformer and switchgear would be required to power the potential DCFC facility. NYPA has confirmed the approximate size of this equipment that is shown to scale on map "S-2". Placement of these components is proposed on the grass lawn immediately adjoining the south edge of Lot"D". New landscape screening measured can be installed by NYPA surrounding the equipment subject to ConEdison's requirement to maintain access to the transformer. Please refer to the attached renderings provided by NYPA for visual depiction of typical equipment. Placement of the NYPA DCFC site requires the relocation of the original contemplated Level II charging site intended for Lot D. The adjoining outdoor parking spaces in Town Lot B have been identified by INF as a potentially suitable alternative that maintains no out-of-pocket costs for the Town INF has also been asked to evaluate the recently discussed alternate locations to install on the upper level of Lot B; as well as placing (4) additional ports at the Lot A Extension location. Feedback from INF Associates on potential Town cost impacts for either alternate will be provided,if received,prior to the Town Board meeting. The Engineering Department requests that the Town Board consider authorization of the NYPA lease agreement for(6) involved parking spaces in Lot D. Separate from the NYPA lease agreement, the Town Board should determine their preferred location for the (4) relocated Level II charging ports that were originally contemplated for Lot D. Notwithstanding additional input from INF Associates,the Department prefers the suggested relocation of(4) Level II charging ports to the upper-level deck of Parking Lot B based upon closer proximity to area shopping and the apartments in Washington Square. Please feel free to contact me with any questions. Page 146 of 386 r E z N .0 Z_ o QO �Nrmw rzJzro Nmzm�>Jo��zl.,orQ�Nm=�(rzZmZ�]oz�zzQd�V ` Q5 w ZOON `J\ W� o 12 r"'l I rw Q004 E d . Cm Q �wOn , ,IT:, O ` 6 up aao=1 \ o � �=mvQ � 'W y ooV a �J�w \ m , zr % -a 'zo� z �\ `, ? 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ZCC CC W ! , W oC O (- ♦ W LL = a e % Q CC U # •• 41' r ' f . " N If- N O Z Page 158 of 386 ,, a .. I'.1‘ 1 il. .46.4 100 4 i lik A 'I, lt e r t r i S 1 Y . il v. it er 7,.4. ' • 1N { . 1 s • F Tt ;•. . 4 i 1 i � t 1,,,,, _ rro L'il . :. , lird l II? , '' i 6 ar t I 10 411 Ill" ( 1." r rill,I /,f 0 la.1 1 r: ,...1 ... 1 4 P - , __ _Ili ,....._. Ilit Ill 1 1111 ,._ . 7 1 ,1. % IP 1 if 4 _ ik _ i . 4. I r 11111 • Page 159 of 386 HOST SITE AGREEMENT This Host Agreement("Agreement")is effective as of (the"Effective Date") by and between the New York Power Authority, a corporate municipal instrumentality of the State of New York with an office located at 123 Main Street, White Plains, New York 10601 (the "Authority") and Town of Mamaroneck with offices located at 740 West Boston Post Rd, Mamaroneck,NY 10543 ("Host Site Owner"). WHEREAS, the Authority is permitted pursuant to Section 1005(9-a) of the New York Public Authorities Law, to construct,install, lease, operate and maintain electric vehicle charging stations throughout the state for use by the public; and WHEREAS, the Host Site Owner acknowledges the value of installing electric vehicle charging stations on its premises (described more accurately in Section 2, below), and desires to grant access and use of a portion of the premises to the Authority pursuant to the terms set forth herein; NOW THEREFORE,the Authority and the Host Site Owner(sometimes referred to herein collectively as the "Parties" and individually as a "Party"), in consideration of the above and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS: For the purposes of this Agreement the terms listed below shall have the following definitions: "Charging Station(s)" shall mean DCFC 150 kilowatt electric charging station to charge electric vehicles, and encompasses all requisite Trade Fixtures and ancillary equipment related thereto, but does not include Infrastructure. "Charging Station Hub" shall mean a bank or set of more than one Charging Stations sharing the same Infrastructure (as defined below). "Commencement Date" shall have the meaning attributed to it in Section 5. "Data" shall have the meaning attributed to it in Section 22. "Event of Default" shall have the meaning attributed to it in Section 15. "Hazardous Material" shall mean 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 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, this includes 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 Page 1 of 26 Host Site Agreement(Rev3; 11/2019) Page 160 of 386 regulated for purposes of release, reuse, disposal, or recycling (e.g. CFCs, ethylene glycol, mercury, oil, asbestos). "Host Site" shall have the meaning attributed to it in Section 2. "Infrastructure" shall mean the permanent improvements to the premises that serve the Charging Stations or Charging Station Hub, including but not limited to, the power supply, utility connections, concrete pads, and the conduit and wiring that run to the Trade Fixtures. "Initial Term" shall have the meaning attributed to it in Section 14. "Possession Date" shall have the meaning attributed to it in Section 5. "Property" shall have the meaning attributed to it in Section 2. "Renewal Term" shall have the meaning attributed to in Section 14. "Term" shall have the meaning attributed to in Section 14. "Trade Fixtures" shall mean the components that comprise the Charging Station including, without limitation, the charger cabinets, charge posts, switchgear, signage, and an energy storage system. Trade Fixtures may also include canopies and lighting systems that exclusively serve the Charging Station(s). 2. HOST SITE: (i) The Host Site Owner hereby grants to the Authority,its designated representative(s) and their suppliers and subcontractors, unlimited and unrestricted access to construct and maintain the infrastructure described in Exhibit B, attached hereto, in accordance with the site design plan depicted in Exhibit A, including up to ten(10) parking spaces (the "Host Site") and such other space as may be required for installation of the Charging Stations (or Charging Station Hub), Infrastructure, Trade Fixtures and appurtenant equipment on the property commonly known as Town of Mamaroneck Municipal Lot(the "Property"). (ii) The Host Site Owner will not place any additional electric vehicle charging equipment on the Property without obtaining the Authority's prior written approval, which will not be unreasonably withheld. The Host Site Owner will provide the Authority with at least sixty (60) days prior written notice before installing any additional electric vehicle charging equipment on the Property. The Host Site Owner will provide the Authority with all necessary information to permit Authority to determine whether the proposed additional electric vehicle charging equipment will interrupt or adversely affect the use of the Charging Station (or Charging Station Hub). A determination that the additional electronic vehicle charging equipment will interrupt or adversely affect the use of the Charging Station(or Charging Station Hub) constitutes a valid basis for withholding consent. Page 2 of 26 Host Site Agreement(Rev3; 11/2019) Page 161 of 386 (iii) The Host Site Owner acknowledges they have ownership and control of the property 3. CONSTRUCTION OF CHARGING STATIONS: (i) A total of 4 parking spaces shall be outfitted with one Charging Station per parking space and (1) additional parking spot will be marked for ADA accessibility. Upon securing access to the Host Site and obtaining any required approvals from the servicing electric utility, the Authority will, at its cost and expense, construct or install the Charging Station (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements as described in Exhibit B, attached hereto, in accordance with the site design plan depicted in Exhibit A, attached hereto. The Authority will not commence such construction unless or until the plans and specifications, including exact locations,have been approved by the Host Site Owner, which approval may be by e-mail communication and shall not be unreasonably withheld, conditioned or delayed. All such construction and improvements shall at all times comply with applicable laws, codes and ordinances and shall be installed, maintained and replaced at the Authority's cost and expense, as described herein. (ii) This Agreement may be terminated without any liability on the part of the Authority in the event that: a. the Host Site Owner delays the approval of the plans and specifications as required in section 3(i) beyond a period of fifteen (15) days after written notice from the Authority; or b. the Authority cannot secure the required approvals to construct,own,operate and/or maintain the Charging Stations; or c. environmental or other site-related factors adversely affect the Authority's return on investment in the Charging Stations; or d. the Authority cannot obtain an economically viable interconnection with the local utility services as required to operate the Charging Stations and appurtenant equipment contemplated by this Agreement. 4. ACCESS DATE: The first date where the Authority may enter the Host Site and Property to begin their work pursuant to this Agreement is in accordance with the Effective Date (the "Access Date"). 5. COMMENCEMENT DATE: The date that the Charging Station(s) open to the public (the "Commencement Date") shall be within six(6)months following the completion of all external permitting, utility or other requirements necessary to commence construction of the Charging Station (or Charging Station Hub). The Authority will deliver written notice to the Host Site Page 3 of 26 Host Site Agreement(Rev3; 11/2019) Page 162 of 386 Owner promptly following the Commencement Date to confirm such date for recordkeeping purposes. 6. DELIVERABLES: (i) Maintenance. The Charging Station (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, will be owned, operated and maintained by the Authority. Notwithstanding the foregoing, the Host Site Owner's normal responsibility to maintain the common areas of the Property shall also apply to the Host Site, such as debris and garbage collection and removal, grounds maintenance and snow removal. The Host Site Owner agrees to coordinate any parking lot maintenance with the Authority to ensure that Charging Station(s) remain(s) available to electric vehicle owners. The Authority may, in its discretion and at its cost, install security cameras and other equipment to monitor the Host Site remotely. (ii) Utilities. All utility services provided or used to operate and maintain the Charging Stations and related Trade Fixtures, if any, in or at the Host Site during the Term of the Agreement shall be separately metered and paid for by the Authority. The Host Site Owner shall not be responsible for any damages suffered by the Authority in connection with the quality, quantity or interruption of utility service,unless the cause of the disruption or damage was due to the Host Site Owner's negligence or willful misconduct. (iii) Training. The Authority will provide initial training to Host Site Owner's personnel for the operation of the Charging Stations,related Trade Fixtures and ancillary equipment. (iv) Contractors and Subcontractors. The Authority may in its sole discretion use a contractors or subcontractors of its choosing to perform its obligations under this Agreement. (v) Licenses. All licenses,permits or approvals in relation to the installation and operation of the Charging Station (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements shall be obtained by the Authority. 7. COMPENSATION TO HOST SITE OWNER (i) In addition to the recognized value of siting the Charging Stations on the Host Site, the Authority will pay Host Site Owner the lump sum amount, in accordance with Exhibit E,for each full calendar year that the Charging Station(s)(or Charging Station Hub), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements are maintained on the Host Site (the "Maintenance Fee"). (ii) Host Site Owner agrees that the Maintenance Fee is a reasonable amount that fairly offsets the additional cost and expense that the Host Site Owner may incur to provide the services set forth in Section 6, above, relative to the maintenance and monitoring of the Host Site, any additional insurance costs and related administrative costs to comply with the Host Site Owner's general obligations set forth in this Agreement. Page 4 of 26 Host Site Agreement(Rev3; 11/2019) Page 163 of 386 The Maintenance Fee is payable in advance by the Authority on an annual basis upon receipt of a proper invoice from Host Site Owner. Invoices shall be submitted by Host Site Owner and in accordance with the Authority's invoicing instructions that will be included on a separate purchase order issued upon execution of this Agreement. All payment obligations by the Authority are subject to attached Prompt Payment Policy (attached as Exhibit D). 8. HOST SITE OWNER REPRESENTS AND COVENANTS: (i) The Host Site Owner represents that it is the owner of the Property and that this Agreement does not violate any agreement,lease or other commitment of the Host Site Owner. (ii) The Host Site Owner is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate power and authority to carry out its obligation under this Agreement. (iii) The execution, delivery and performance by the Host Site Owner of this Agreement and each of the transactions contemplated hereby have been duly and validly authorized by the Host Site Owner and no other act or proceeding on the part of the Host Site Owner is necessary to authorize the execution, delivery or performance by the Host Site Owner of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Host Site Owner and this Agreement constitutes, upon execution and delivery by the Host Site Owner,the valid and binding obligation of the Host Site Owner, enforceable against the Host Site Owner in accordance with its terms, subject only to the effect, if any, of applicable bankruptcy and similar laws affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies. (iv) The Host Site Owner shall not take any action that would impair or interrupt the use of the Host Site or Charging Station(s), Infrastructure, any related Trade Fixtures, ancillary equipment and related improvements and agrees to use commercially reasonable efforts to protect against the misuse of the Charging Station(s) and ensure that parking spaces remain accessible and available to the owners of electric vehicles. (v) The Host Site Owner shall provide the Authority, its employees, agents and/or contractors safe,proper and timely access to the Property and the Host Site as necessary to install, operate and maintain the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements. The Host Site Owner shall also permit the Authority to temporarily close down the parking area both surrounding and encompassing the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements as necessary to carry out maintenance or repairs. (vi) The Host Site Owner must promptly notify the Authority of any site-specific construction, safety, technical or other requirements and restrictions related to its Host Site that might impact construction and installation of the Charging Station(s), Page 5 of 26 Host Site Agreement(Rev3; 11/2019) Page 164 of 386 Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements prior to the preparation of plans and specifications. The Host Site Owner's approval of the plans and specifications shall be deemed a representation that no such site-specific requirements are known (or should be known)to exist. (vii) The Host Site Owner shall provide the utility company,proper and timely access to the Property and/or Host Site as necessary to install a dedicated metering device to serve the Charging Station(s) and any additional Trade Fixtures. (viii) The Host Site Owner shall cooperate with the Authority and provide reasonable and customary resources to support the construction, installation and operation of the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements during the Term of this Agreement. (ix) The Host Site Owner shall use commercially reasonable efforts to observe the operation of the Charging Stations and promptly notify the Authority if it observes, is notified or, or obtains actual knowledge of (i) any malfunctions of the Charging Stations (or Charging Station Hub), Infrastructure, any additional Trade Fixtures, ancillary equipment and related improvements, including but not limited to operational issues, abnormalities and damage; or (ii) (x) the impairment or misuse of the Host Site, Charging Station(s), Infrastructure, related Trade Fixtures, ancillary equipment or related improvements (by way of example, gas fueled vehicles intentional blocking access to the charging stations by electric vehicles known as "ICEing"); (xi) The Host Site Owner shall permit the Authority to install use-related controls including but not limited to signage, additional lighting and pavement markings to the Host Site. (xii) The Host Site Owner shall provide the Authority with all documents, including without limitation,plans,drawings, specifications,details and other information concerning the Host Site, as reasonably required by the Authority in connection with the installation and operation of the Charging Stations, Trade Fixtures, Infrastructure and related improvements. (xiii) No marketing, publicity, promotion or advertising regarding this Agreement will be issued by the Host Site without the Authority's prior approval, and, if applicable, also with the prior written approval from the Authority's customer where the Work will be or is being performed. Any responses to but not limited to, news media inquiries, letters, speeches, news and/or press releases, articles for publication related to this Agreement, will be coordinated with the Authority for review and approval prior to release. 9. OWNERSHIP: The Charging Station(s), Infrastructure, and any related Trade Fixtures, ancillary equipment and all related intellectual property shall remain the property of the Authority. At the fifth Commencement anniversary the Host Site Owner shall have the option to purchase the Charging Station and related Trade Fixtures from the Authority pursuant to the Page 6 of 26 Host Site Agreement(Rev3; 11/2019) Page 165 of 386 Depreciation Schedule annexed as Exhibit C. The Host Site Owner shall submit a request to transfer ownership to the Authority no less than ninety (90) days before the fifth Commencement anniversary. The Authority shall reserve the right to maintain ownership, at which time the option to transfer ownership may be requested by the Host Site Owner again at the end of the tenth anniversary.At any time during the duration of the agreement the Authority may provide an option to transfer ownership to the Host Site Owner. Upon transfer of ownership, the Charging Station(s) and related Trade Fixtures, including all underground Infrastructure, including all curbs and other permanent improvements, "as is" will be the property of the Host Site Owner. 10. USE: The Authority shall have the right to use, access and occupy the Host Site during the Term of this Agreement with respect to the Charging Station(s), Infrastructure, and any related Trade Fixtures, and for incidental purposes,including installation of telecommunication infrastructure, generating photovoltaic electricity and operating an energy storage system. All use of the Host Site by the Authority shall comply with applicable codes, laws, and ordinances. 11. PAYMENT FOR CHARGING SERVICES: The Host Site Owner shall have no right to request or accept payment in connection with use of the Charging Station(s). 12. CURTAILMENT OF CHARGING STATIONS: The Authority shall have the right to remotely control the Charging Station(s) in order to respond to grid conditions, including the curtailment of the total power output of the Charging Station(s) and any related Trade Fixtures during periods of peak demand. 13. HOST SITE OWNER COSTS: The Host Site Owner shall pay all costs associated with: (i) maintenance of the Host Site; (ii) disposal of Hazardous Materials in accordance with Section 24 14. TERM: The initial term of the Agreement shall expire ten (10)years from the Commencement Date(the"Initial Term"). The Authority shall have the option to renew or extend the term of this Agreement for two(2) additional terms of five(5)years each(the"Renewal Term" and together with the Initial Term, the "Term"). Following the Renewal Term, any further renewals will be subject to mutual agreement between the Authority and the Host Site Owner. To extend the Term, the Authority shall deliver written notice of such extension to Host Site Owner no later than thirty (30) days prior to the expiration of the Term. In the event of a sale or transfer of the Property or Host Site by Host Site Owner while this Agreement is in effect,the Host Site Owner shall ensure that the Authority's rights and remedies under this Agreement are conveyed with the Property or Host Site. 15. DESTRUCTION: Any total destruction of the Host Site shall, at the Host Site Owner's or the Authority's written election, within thirty (30) days of such destruction, terminate this Agreement. 16. DEFAULT: Each of the following shall constitute an"Event of Default" under this Agreement: Page 7 of 26 Host Site Agreement(Rev3; 11/2019) Page 166 of 386 (i) the failure by Host Site Owner to perform or observe any material term or condition of this Agreement and such failure continues for a period of thirty (30) days after receipt of written notice thereof,provided however, that if the nature of such default is such that the same cannot reasonably be cured within said thirty (30) day period, then Host Site Owner shall have such additional time as is reasonably required to cure such failure provided the Host Site Owner commences to cure such failure within such thirty (30) day period and proceeds to cure such failure with diligence and continuity; or (ii) the appointment of a receiver or trustee to take possession of all or substantially all of the assets of the Host Site Owner located at the Host Site if possession is not restored to the Host Site Owner within sixty (60) days; or a general assignment by the Host Site Owner for the benefit of creditors; or any action or proceeding commenced by or against the Host Site Owner under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors and in the case of involuntary actions filed against the Host Site Owner the same are not discharged within sixty (60) days after the date of commencement. 17. TERMINATION: (i) Unless otherwise provided in this Agreement, the Authority may terminate this Agreement at any time upon thirty (30) days' prior written notice to the Host Site Owner. (ii) This Agreement may be terminated during the Term by the Authority upon the occurrence of an Event of Default. (iii) Upon expiration or termination of this Agreement for any reason, the Charging Station(s) and related Trade Fixtures will be promptly removed by the Authority. The Host Site Owner shall have the option to purchase the Charging Station(s) and related Trade Fixtures from the Authority on mutually agreed terms and in accordance with applicable law, rules and regulations governing the Authority's disposition of property. All underground Infrastructure, including all curbs and other permanent improvements to the Host Site, shall remain in"as is" condition at the time of termination. (iv) Upon termination of this Agreement as a result of an Event of Default, or if the Host Site Owner otherwise materially breaches this Agreement and such breach results in the early termination of this Agreement, then the Host Site Owner shall pay the Authority an early termination fee equal to the unamortized costs to construct the Charging Stations (including the costs of Trade Fixtures, Infrastructure and related improvements), calculated as of the early termination date based on straight-line depreciation over a ten (10) year period as reflected on the Depreciation Schedule annexed as Exhibit C. 18. INDEMNIFICATION AND LIMITATION OF LIABILITY To the extent permitted by law, each Party agrees to indemnify and hold the other Party from and against loss, damage, liability or expense (including without limitation, judgments, Page 8 of 26 Host Site Agreement(Rev3; 11/2019) Page 167 of 386 attorney's fees, and court costs) incurred as a result 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, the indemnifying Party's gross negligence or willful misconduct with respect to the utilization of the Host Site. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY INDIRECT,INCIDENTAL, CONSEQUENTIAL, SPECIAL,PUNITIVE OR EXEMPLARY DAMAGES,EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES ANY CLAIM WITH REGARD TO SUCH INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE AND EXEMPLARY DAMAGES PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO CLAIMS ARISING OUT OF EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL THE AUTHORITY'S TOTAL LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ALL CLAIMS UNDER THIS AGREEMENT EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000). 19.ASSIGNMENT: (i) The Host Site Owner shall not assign this Agreement voluntarily or by operation of law,or any right hereunder,without the prior written consent of the Authority;provided that the foregoing prohibition shall not limit the Host Site Owner's ability to transfer this Agreement to a company that is controlled by,controls,or is under common control with the Host Site Owner. Any assignment by Host Site Owner in violation of this provision shall be void. (ii) The Authority's right and remedies under this Agreement may be assigned and reassigned in whole or in part to one or more assignees without the necessity of obtaining the consent of the Host Site Owner; provided, however, that no such assignment shall be effective and binding on the Host Site Owner unless and until the Host Site Owner shall have received notice of the assignment disclosing the name and address of the assignee. The Host Site Owner agrees to execute all documents, including acknowledgements of assignment or financing statements, which may be reasonably requested by the Authority or its assignee to protect their interest in the Charging Station(s), Infrastructure, any additional Trade Fixtures, and ancillary equipment and in this Agreement. 20.ALTERATIONS: Excepting the items of Exhibit B,the Authority shall not make or permit to be made any alterations, changes in or additions to the Host Site without the prior written consent of the Host Site Owner, which shall not be unreasonably withheld, conditioned or delayed. 21. SIGNAGE: The Authority's signage to be installed at the Host Site is represented in Exhibit B. Any material revisions or additions to the signage depicted in Exhibit B shall be subject to the Host Site Owner's approval, which shall not be unreasonably withheld, conditioned or Page 9 of 26 Host Site Agreement(Rev3; 11/2019) Page 168 of 386 delayed. All such signage shall be professionally prepared, installed and maintained at the Authority's expense. 22. ACCESS TO INFORMATION. The Host Site Owner acknowledges that the Authority will be collecting Charging Station usage data, including charge event information ("Data"), such as when a charge event occurs, energy transferred during the charge event, duration of the plug-in event, and duration of the charging period. The Host Site Owner acknowledges that the Data may be used by the Authority for reasonable purposes, including, without limitation, analyzing usage and charging patterns, the effectiveness of infrastructure put in place to meet the needs of drivers of electric vehicles, and the efficacy of the Project. 23. INSURANCE: (i) Host Site Owner agrees to obtain and maintain at its expense a policy or policies of: (a) commercial general liability insurance with coverage to include bodily injury or death,personal injury, and property damage with per occurrence limits of at least $6,000,000, which may be met via umbrella coverage. (b) automobile liability insurance with a per accident combined single limit of not less than $1,000,000. Host Site Owner shall deliver to the Authority a certificate evidencing such insurance upon the execution of this Agreement and from time to time thereafter as such policy is renewed. The New York Power Authority and the State of New York must be named and scheduled as additional insureds to the Host Site Owner's policy and Waiver of Subrogation endorsement. Host Site Owner will also carry worker's compensation insurance in accordance with state and federal law. Under Sections 57 & 220 Subd. 8 of the New York State Workers' Compensation Law, it is required that Vendors/Contractors doing business with a Municipal or State entity evidence proof of workers' compensation coverage on approved forms, as listed below: 1. If coverage is with a private insurance carrier, the entity must provide evidence of coverage on a completed C 105.2 form. The C 105.2 form is supplied and completed by the insurance carrier or its authorized agent. 2. If coverage is with the State Insurance Fund, the entity must provide a completed U-26.3 form provided by the Fund. 3. If the business entity has been approved by the Workers' Compensation Board's Office of Self Insurance as a qualified self-insurer, a completed SI-12 4. Or Form CE-200, Certificate of Attestation of Exemption, if the business is not required to carry NYS specific Workers' compensation insurance. (ii) The Authority agrees to obtain and maintain at its expense a policy or policies of: (a) commercial general liability insurance with coverage to include bodily injury or death,personal injury, and property damage with per occurrence limits of at least $6,000,000, which may be met via umbrella coverage. (b) automobile liability insurance with a per accident combined single limit of not less than $1,000,000. (c) workers compensation insurance with statutory coverage and limits, (d) any additional insurance coverage(s)not specifically listed above but otherwise required by applicable law,rule, or Page 10 of 26 Host Site Agreement(Rev3; 11/2019) Page 169 of 386 regulation as same may pertain to the Charging Station(s) or Charging Station Hub. The Host Site Owner must be named and scheduled as additional insureds to the New York Power Authority's policy and Waiver of Subrogation endorsement. The Authority may, at its option, elect to self-insure any and all the coverages herein. (iii) Both Parties insurances shall provide that coverage thereunder shall not lapse or be terminated without at least(30) days prior written notice. Each policy obtained hereunder shall be written with one or more carriers that have and maintain a minimum A.M. Best rating of A- and VIII or better and are licensed to write insurance in the state wherein the site is located. 24. ENVIRONMENTAL MATTERS AND HAZARDOUS MATERIALS (i) To the best of Host Site Owner's knowledge, the Host Site are free of environmental contamination and Hazardous Material. The Authority shall have no liability for any environmental contamination unless caused by the Authority, its agents, employees or contractors. During the Term, the Host Site Owner is responsible, at its sole cost and expense, for remediating any contamination on the Host Site,including the disposal of any contaminated materials that may result from the construction of the Charging Stations and any excavated contaminated soil that needs to be properly disposed of. The Authority shall have no liability for diminution in value of the Property as it relates to environmental contamination. (ii) The Host Site Owner acknowledges that it is, and remains the generator of, and holds title to, any Hazardous Materials at the Host Site. In the event of a release of Hazardous Materials during construction of the Charging Stations, Host Site Owner shall, in accordance with applicable law and regulations, be responsible for all cost and obligations with respect to the discovery,reporting,handling, and disposal applicable to the Hazardous Materials to the extent that such disposal is required by applicable law or regulations. Notwithstanding, the Site Host Owner's obligations with respect to Hazardous Materials set forth above, the Authority may be obligated to report the discovery to the applicable regulatory agency having jurisdiction over the Host Site. All Hazardous Materials shall be handled, transported and disposed of in accordance with applicable local, state and federal laws and regulations. (iii) In addition, to the extent permitted by law, the Host Site Owner shall, at its sole cost and expense, indemnify, defend and hold harmless the 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 the 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 any cleanup costs associated with any site where Hazardous Materials are disposed of or come to be situated traceable to such Hazardous Materials including, but not limited to, response and remedial costs. Page 11 of 26 Host Site Agreement(Rev3; 11/2019) Page 170 of 386 (iv) Except to the extent of any gross negligence,willful misconduct or breach of this Agreement on the part of the other Party, each Party hereby agrees to indemnify, hold harmless and defend the other Party, its managers, members, agents and representatives from all liability, damages, loss, costs and obligations, including, court costs and attorney's fees, on account of or arising out of or alleged to have arisen out of any claim of any third party directly related to environmental contamination arising out of the installation or operation of the Charging Station(s), Infrastructure, any additional Trade Fixtures, ancillary equipment or related improvements. 25. CONFIDENTIALITY AND PUBLICITY: Neither Party will use the other Parry's name, trademark or logo without such other Party's prior written consent. 26. NOTICES: All notices or demands shall be in writing and shall be deemed duly served or given only if delivered by prepaid(i)U.S.Mail,certified or registered,return receipt requested, or (ii) reputable, overnight courier service (such as UPS or FedEx) to the addresses of the respective Parties as specified below.The Host Site Owner and the Authority may change their respective addresses for notices by giving notice of such new address in accordance with the provisions of this paragraph. Host Site Owner's Address for Notices: Authority's Address for Notices: Address: 740 W Boston Post Rd, NEW YORK POWER AUTHORITY 123 Main Street Mamaroneck,NY 10543 White Plains,NY 10301 Attention: Debra Hopke Attention: Meredith S.Robson Phone: 914-390-8003 Town Administrator Email: Debra.Hopke@nypa.gov Phone: 914-381-7810 NEW YORK POWER AUTHORITY Email: mrobson@townofmamaronecicny.gov 123 Main Street White Plains,NY 10301 Attention: John Markowitz Phone: (914) 390-8209 Email:john.markowitz@nypa.gov NEW YORK POWER AUTHORITY 123 Main Street White Plains,NY 10301 Attention: Andrew Pelletier Phone: 518-433-6730 Email: Andrew.Pelletier@nypa.gov 27. BROKERS: The Host Site Owner and the Authority represent to each other that each has dealt with no broker and each hereby agrees to indemnify and hold the other harmless from any claims against the other Party for any commissions or fees in the event of a breach or failure of such representation. 28. THIRD PARTY BENEFICIARIES: Nothing contained in this Agreement shall, directly or indirectly, create a contractual relationship with, or give any claim or right of action in favor Page 12 of 26 Host Site Agreement(Rev3; 11/2019) Page 171 of 386 of, any third party against the Authority, including, without limitation, any sub-consultant or supplier. 29. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and shall inure to the benefit of the Host Site Owner and the Authority and their respective successors and assigns. 30. GOVERNING LAW AND VENUE: This Agreement shall be governed by 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 Agreement 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. 31. COUNTERPARTS: This 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 Agreement may 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] Page 13 of 26 Host Site Agreement(Rev3; 11/2019) Page 172 of 386 IN WITNESS WHEREOF, the Parties hereto have each caused an authorized representative to execute this Agreement as of the Effective Date first written above. TOWN OF MAMARONECK NEW YORK POWER AUTHORITY By: By: Name: Meredith S. Robson Name: John Canale Title: Town Administrator Title: Senior Vice President, Strategic Supply Management Date: Date: Page 14 of 26 Host Site Agreement(Rev3; 11/2019) Page 173 of 386 EXHIBIT A 4 Chargers at Address: 175 Myrtle Blvd, Larchmont, NY, 10538 yIIFNIG}r/kt;tJi t LAL:JR..WIDTH I Uri 19 Page 15 of 26 Host Site Agreement(Rev3; 11/2019) Page 174 of 386 N n'i I S J L M V a ~ n1 Y1 V a G g i 2 a $ B „ o = s s 5 x m a °i 0 i i5 g 5 5 a i as te Ca plOF a Cu • az 25 a H mr x w Y. 2 — — •a eC E 1 L) / iiimer C nv w CO z a H s�gel — I. u a F N 6 a x o� W H ro J - all © a ' V p Q $©r qi Nm a$ -$ q L' N d of 1 ro 7 L y u u m a a 8 'c , E y y a a 5 JJ -Q o 44 I r I E I : s a s CO 0 �, w VIJJ 0 I Es 1.4.1.8,1man.,- [ . .: V -C w u w to a Page 175 of 386 m .'--z F ri 42 IA ,a1 10 FAA TT I F it * W U z irx Jl - ct Y J AI C Ij g-•—•'rir ■ IP r, N m J 7 Cillo _ I ! . d a i- n_ w z 0 x U rilitP1 :' . t e 1 2 5 w 7 MI Lu = v - , a 7 W 4 rl ID Page 17 of 26 Host Site Agreement(Rev3; 11/2019) Page 176 of 386 II • • 4:,� - I '+ ...0 Ai./ iii se 'ir Ins �, 1 lit' ri 4, . c • V 1? ..N 1(111 I " 111-------1' - I Ili 0 0....vii'-'' l'''-; ' ..._ ill i • le* EL uali- iJ t 4. •'�,. d 4 �' ' • I - j i .:. :1 _. . u C 4x 44 J ti "ten / - kk fi 7 1 � ' Ili: .4i . ,' ' Iii G ' • r • td Page 18 of 26 Host Site Agreement(Rev3; 11/2019) Page 177 of 386 1 a) 1 t , s £: -11 tie tvI R I' I se CC A10 i a 5 i Ca #y I Itla 1 I A rie i !. i% g b i € ± .. e! z'6 7 la L ffi i Y•f IA gi - -P 7 nkL- K.it g. a y W T k g a II9 up I Z o LI C z W 1 0 er i .iM s o ad g % o f4 I , 2 rP 3t t IC tg 12.. MI E.=i.. -g- j C W t * P t DO C p u p a 1 m Lun rsVn Page 19 of 26 Host Site Agreement(Rev3; 11/2019) Page 178 of 386 E I ' N11111111111111 kl o. .5 5 o I I .1, FEN 0 7.4 E I y , i 2 n, 2 0. , ..,-. ei ai 1I !i1H 'n a II W 11 El 0s u IDIDIHH I I I I ' I r o U N2 fl c w 0 >,. co z T .= a -5 VI z Ra s— a i I P ••a g ill Page 20 of 26 Host Site Agreement(Rev3; 11/2019) Page 179 of 386 I . 1.A_ 1 .. I . F g E •g il g a * § -- •g k i 8 , - a_ 8- 5•7 r IV -E . ai• .2,- : — — :— - 11 1D.-- 0 .. .5 : . ii i-Z rt •ILI, .,.. /5 #a .. . 1 1 ArAl 4=t 4,4 4.4 _i M I •. . LIJ ID — II LI, uz 1 0 u i_ z , z -g Al 2 z 2 ,g3 -8 0 . , . D 6 Eg .0 p 4 L'ii A .1 2 •▪gS — (le ,J - E. CL = r;zt 2gb i! , n z RI- i v.) w-§ 8 7▪ 7, -. -ckoE wig 21.. ia .c. ng ': 7 . -4 ; .,s ...-. . CI WP il Irl LA 0 ' IAR -3a Eris rg ci Page 21 of 26 Host Site Agreement(Rev3; 11/2019) Page 180 of 386 EXHIBIT C Exhibit C EVolve NY-4 Chargers Straightline Depreciation Calculation Equipment Cost $ 1,000,000.00 Salvage Value Period 10 years Depreciation rate 10% Book Value Book Value Year (Beginnning of Depreciation (End of year) year) 1 $ 1,000,000.00 $ 100,000,00 $ 900,000.00 2 $ 900,000.00 $ 100,000.00 $ 800,000.00 3 800,000.00 $ 100,000.00 $ 700,000.00 4 700,000.00 $ 100,000.00 $ 600,000.00 5 $ 600,000.00 $ 100,000.00 $ 500,000.00 6 500,000.00 $ 100,000.00 $ 400,000.00 7 400,000.00 $ 100,000.00 S 300,000.00 8 300,000.00 $ 100,000.00 $ 200,000.00 9 200,000.00 $ 100,000.00 $ 100,000.00 10 100,000.00 $ 100,000.00 $ EXHIBIT D Page 22 of 26 Host Site Agreement(Rev3; 11/2019) Page 181 of 386 711EWYURK NY Power PiLlq Uq —"'"""r Authority APPENDIX B-PROMPT PAYMENT STATEMENT The New York Power Authority (the "Authority'") is providing this statement pursuant to Section 2380 of the New York Public Authorities Law, which states that each contractor doing business with the Authority must receive a copy of the Authority's rules and regulations detailing its prompt payment policy. A. GENERAL 1. This statement is intended to establish rules and regulations as required under Section 2880 of the Public Authorities Law describing the policy of the Power Authority of the State of New York(the"Authority"). Subject to the conditions and exceptions set forth in Section 2880 and herein,in the event any proper invoice is riot paid promptly the Authority shall be liable for the payment of interest on late payments. This policy shall apply to all Contracts entered into on or after April 30, 1988. B. DEFINITIONS 1. "CONTRACT'means an enforceable agreement entered into between the Authority and a Contractor. 2. "CONTRACTOR" means any person, partnership. private corporation,or association. (1) selling materials,equipment or supplies or leasing property or equipment to the Authority; (2) constructing, reconstructing, rehabilitating or repairing buildings, highways or other improvements for or on behalf of the Authority;or(3)rendering or providing services to the Authority pursuant to a Contract. 3. "DESIGNATED PAYMENT OFFICE means the office designated by the Authority to which a proper invoice is to be submitted by a Contractor_ 4. "PROPER INVOICE"means a written request for a Contract payment that is submitted by a Contractor to the Authority's designated payment office setting forth the description, price and quantity of goods, property or services delivered or rendered in accordance with the terms of the Contract, in such form and supported by such other substantiating documentation as the Authority may reasonably require. 5. "RECEIPT OF AN INVOICE" and "INVOICE RECEIVED DATE" mean the later of! (1).the date on which a proper invoice is actually received in the designated payment office,or(b) the date on which the Authority receives the purchased goods, property, or services covered by the proper invoice which, with regard to final payments on construction contracts, shall mean the date on which all the Contract work has been accepted as completed by the Authority in accordance with the Contract terms. 6. "SET-OFF" means the reduction by the Authority of a payment due a Contractor by an PRO e-NYPA Prompt.Payment SIalemeni(row,i -riip-Pagel Page 23 of 26 Host Site Agreement(Revd; 11/2019) Page 182 of 386 J li-1:1EWY°11-+C NY Power Authority amount equal to the amount of an unpaid legally enforceable debt owed by the Contractor to the Authority. C. RESPONSIBIUTY FOR PROMPT PAYMENT 1, The Authority's Controller shall have the responsibility for thr; implornentation of the Prompt Payment Pulley arid Me prululil payment of all psiuper irrvoiues under Mu yerieiul guidance and supervision of the Executive Vice President & Chief Financial Officer. D, PROMPT PAYMENT PROCEDURE 1. A Contractor shall request payment under a Contract by submitting a proper invoice to the Authority at its designated payment office at the time and in the manner specified in the Corirrxd. 2, The Authority shall have Fifteen (15} calendar days after receipt of an invoice at its designated payment office to notify the Contractor of certain facts and conditions, including but not limited to those listed below, which, in the opinion of the Authority's Controller, justify extension of the statutory payment period, a) there is a defect in the delivered goods, property or services; ID) there is a defect in the invoice; c) there are suspected defects or improprieties of any kind, the existence of which prevent the commencement of the statutory payment period; d} prior to payment, a statutory or contractual provision requires an inspection period or an audit Io determine the resources applied or used by the Contractor in fulfilling the contract terms. e} a proper invoice must be examined by the Federal government prior to payment; I) the Authority is prevented from making payment by reason of the filing of a lien, attachment, other legal process or requirement of law. Any time taken to satisfy or rectify any such facts or conditions shall extend the date by which contract payment must be made in order for the Authority not to become liable for interest payments by an equal period of time. 3. should the Authority fail to notify a Contractor of such facts and conditions within fifteen (15) calendar days of the invoice received date, the number of days allowed for payment of the corrected proper invoice will be reduced by the number of days between the fifteenth day and the day that notification was transmitted to the Contractor. Should the PROC a—MYPA Prarxwpl Payment Statement(rev.08-18)—P ajc 2 Page 24 of 26 Host Site Agreement(Rev3; 11/2019) Page 183 of 386 wfwrYMIK NY Power '°""v Authority Authority, in such situations,fail to provide reasonable grounds for its conlenlion that a fact or condition justifying a time extension exists, the date by which contract payment must be made in order for the Authority not to become liable For interest payment shall be calculated from the invoice received date_ 4. The Authority shall make payment vuithin forty-five (45) calendar days after the invoice receivedi date, Effective July 1, 1989, the Auttiurity skull make payriiaiit within thirty (30) calendar days, excluding legal holidays, after invoice received dates occurring after that date. 5. EKcept for the payments described in Paragraph E, every payment by ihc. Authority to a Contractor pursuant to a Contract is eligible for interest should the Authority fail to make such payment within forty-five (45) days alter the invoice received date for contracts entered into between April 30, 1988 and June 30, 1989 and within thirty (30) days for contracts entered into on or after duly 1, 1989. 6. The Authority shall not be liable for interest on any retention amounts withheld by the Authority in accordance with the terms of the Contract. 7. Interest shall be computed at the rate set by the state tax commission for corporate taxes pursuant to paragraph one of subsection (e) of Section 1090 of the Tax Law, but the Authority shall not be liable for payment of interest when such interest is less than ten dollars. 8. The Authority has available funds in its custody to pay all interest penalties. E. EXCEPTIONS 1. Payments are riot eligible for interest when they are due and owing by the Authority: a) under the Eminent Domain Procedure Law; b) as interest allowed on a judgment by a court pursuant to any provision of law other than section 2880 of the Public Authorities Law; c) to the Federal govvernrnent, to any State agency or its instrumentalities; to any duly constituted unit of local government, including but not limited to counties, cities, towns, villages, school districts, or any of their related instrumentalities to any other public authority or public benefit corporation; or to its employees when acting in, or incidental to, their public employment capacity: d) in situations where the Authority exercises a legally authorized set-off against all or part of the payment due the Contractor. PROCA3- NYPA Presmp1 Pa rrnenr Sitf1Aflr uil :•!!.; ::tip '8}—Paget Page 25 of 26 Host Site Agreement(Rev3; 11/2019) Page 184 of 386 EXHIBIT E - (4) chargers Annual Compensation to Year Site Host 1 $6,000 2 $6,120 3 $6,242 4 $6,367 5 $6,495 6 $6,624 7 $6,757 8 $6,892 9 $7,030 10 $7,171 11 $7,314 12 $7,460 13 $7,609 14 $7,762 15 $7,917 16 $8,075 17 $8,237 18 $8,401 19 $8,569 20 $8,741 Page 26 of 26 Host Site Agreement(Rev3; 11/2019) Page 185 of 386 ((iji ) ASSOCIATES ENERGY SOLUTIONS . . • • . . . . • • • • • • • - - . • . • • . . . . . • . • . • • • • • . . . • . . . • . . • . . • . . . . . • . . . . • . . . • • • • . . • . • • • . else • • • • • . . . . . • . • • • e • • • • • . . . . . . . • • • • • . . . . . • • • • • . . . . r • . • • • • . . . . . . . . . . • • . . . . . • • • • • • • • • • • - • • . . . . . . . . • • . . . . • • e . • • . . • . . • • . . . . . . . . . . • . . . • . . . . . . . . . . . . . . . • • • . . . . • . • . • • . . . . . . . • • • • • . • . . • • • • . • • • • • • • • • • • • • • • • . . • . • . . . . . . . . - • . • • • • • • • • • • • • • • • • • • • - • • • . • . . . • • • . • • • • • • • • • • • • • • • • • . ■ • • • • • ■ • • • 1 • • • • • • • . • • • • • • • . • • • • • • • • . • • • • • • • • • • • . • . . • r • • • • • . • • • • • • • • • • • • • • • • 1 • • • • • • • • • • • • • • • • • • • • • • • • • • . • • • • • • • • • • • • • • • • • • - • • • • • • • • • • • • • • • • • • i • • . • . • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • . • • • • • • • • • • • • • • • • • • • • • • • . . . . . . . • I . . . . • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •I . • • • • • • • • • • • • • • • •• • • i••• • • • •• • • • • • • • • • • • • • • • • • • • • • • • • • • . . • ■ • . •4 • • • ••• • . • •• • • • • • • • • • • • • • • • • • • • • • • • • •• • •• • • • • . • • • • • • • • • e • • • • •i• • • • • • •i•4 • • • • • • •i• • • • • • • • • • • • •••• • • • • • • • • • • • • ••• • • • • • • • • • • • • • • • • • • • • •i • • • • • • • • • 1 • • • • • • • • • • • • • • • • • • • • • • i • • • • • i•• • • •i i • • • • • • • • • • • • • • • • • • ■ i• • i•i• • • • • • • • • 4 • • • • • ••• • • •i • • •••••• • • • • • •• • • • • . •. • . • • • ••• • • •• • r • • • e • r • • • ••• • • • • • • ••• • 4 • • • • • •••i• •• • • • • ••i• • • • •••• • • •i• • • • •• • • ••••• •• • • •ii • . • • • • •• • • • • • • • i• • • 1 • 00 • 4110•0000 • 4900 • . 00 • 000•0041100000•0. 019 • • • 0e . 4,0•4, 6000411 • 4100 • 4000 •004004. 041 • 04 • • • • •••••••• •• • • • • • • ••i••••••• • •••• • • • • ••• •• ••• • • • ••••••ii• • ••• • • i• • • • / • • • • • ••.•• • •i••••i• • •••• • • ••••••••• . • •• • ••• • • i••••••i• •i••• • ••• • • • • ••• 1 • •••• ••••• • • • • • •i•••••• •••••i•••••• • ••• • • • • •• ••••••••••i•••i• • ••••i• •• 1 •••••iii• • •••••••••••••ii!••i•+.•ii••••iii••i•ii• • ree••••••• • • •i•i•• • • •4 i..•ii.....•iiiii•••••••ii••••i•••• • •••ii•• •••i••••••i0•••iiii•• •i• •i•4 •••••i••i•i•ii••••i••••••iilii•••••••i••••••••i••• •••i•••i••ii•••i••S•4 •ii••iii•iiii•osioi••ii••i•i•••i••••••i• • • • • •••••••i•••••ii••!i••••••il !i•f••!•iiii•ii••i••i••i••••••••••i•ii•••i•••••!•i•i•i••••ii••••••••• •I 110•••S••••!••••••!••••••i••.0•••••••S••••••••••ii•i••i•••••S•S•ii•i••iO4 ••i••ii••••i!•i••••••!•iis••iii••••••• •••ii••i••••iis••i•••i•••i•i•••1 i••i• • • •i00004,04•i!••S••••000•41i•0100• i ••i•Sii••••i•••i••i••i••ii•i, •.•li!!••••N•i•••i••••••••••iii•••ii•• 00,000000004)004004,000800000•01 •Isis•!•• i•••!i•M•ii•••S•i!•••i•ii• i•iO• ••i•S••••i•S••!••••S•• il •••i••••• i0i••••i••i0/i••i•i•ii ••i•/iii• •ii••i•••i• ••i• i0006S•61 ••i i•Si•i•i•••• !•!! 00•S0i000000i0 •• i •i•i• •ii i• • •s 0i0•01 ••r•ii••••••••• •••• !!••i•ii•••• •••••iii0•�•••I .4 •• i•i !S!•! •! f!•i#! •• ! �•!i!I!S• s• •! •i! • •S •! l !• +4 S•i• • ••• •••if• !• 44 S • ! • • 4 4 ! t + �, •i• ••M• • • + . ! • 4-4 �• 4 4 * 1 tt4+44 • ` l - 4 4 44� ♦ ti44 •- ♦¢ tH • s #T* ` 4 w �T if ITT ♦♦ 4-+♦' w• 4 4 4 �T • • ♦ ... -4 4 •4 •• �1 S. 4 • ++ + , ♦ 4 + 4 +4tat -}ft ++ 4 +-ra•• 44444+-* 44-4 . 4 # 4 , 4 • O. + + •. •••-*-+- 1 444 4t 44 ♦ 4 4 +4 ♦ 4 . 4-•�.♦ -•+ • •• 4 1, • ♦ 44 4 + 41� • 4 •-4 -g • A 4 • 4 e c . 1 s :< .. r. 4A._,: : 44 4k 4. 4 + 4 * 4 + o • o ♦ 44 4i 44--4 4 #-4 4 t4 • ♦ i 44 4-4 4 4 44 + ♦ 4 7. , r 4 * • 4 • 4 4 4 + 4 + * i 4 4 ii0 + + + +4 • 4 4 44 4 • EIectric \IehicIe 4 4 * . . + 4 . • * ♦ 4 e 4 4 ♦ ♦ + • 4 4 O. 4 ♦ + • • • ♦ + • + + 4 • . . . . * A • - • • , • • . 4 + • . • • • • . , C J J Proposal In Pro osal Mamaroneck- Lot D 178 Myrtle Blvd. Larchmont, NY 10538 sage 186 of 386 14.13 Hardware - ChargePoint CP6000 Family 50 Amp, 12 kW Seamlessly integrating charging management software, station hardware, driver interface and customer support, the CP6000 Series offers complete charging control, • • flexibility and reliability with superior driver experience. Get the most out of your investment with an advanced, integrated solution that's ready to serve your business, now and in the future. • Tailor charging to your needs with flexible hardware configurations and network settings. • Manage cost and complexity as you grow. • Simplify maintenance and future upgrades with modular station architecture. Superior Driver Experience • Reduce operational headaches, keep stations in use, improve productivity and generate positive brand association by enhancing driver satisfaction. • Deliver unique value to your organization by giving drivers reliable, easy to use stations. • Allow drivers to get in line to charge when stations are full and get notified when others finish charging with Waitlist. • Attract drivers and offer convenience with our broad charging network, roaming partnerships, mobile app and driver services. Software - ChargePoint Commercial Cloud Plan Complete visibility and control • 1 ■ ■ 0 . Comprehensive charging management software provides all the tools you need to efficiently accomplish your business goals. + Eliminate uncertainty and make charging work for your business with easy station settings,real-time status and analytics. 11111 W + Make your investment go further with tools to increase station usage and the number of drivers each port can serve. V v + Reduce up-front infrastructure and ongoing energy costs through the Power Management controls. Page 187 of 386 14.13 Scope of Work • Design and engineering. o Project design and specification of charging equipment. o Engineering drawings. • Permitting and inspections with authority having jursidiction (AHJ). • Management and submission of incentive paperwork. • Supply of and installation of charging hardware. o (2) ChargePoint CP6021, 50A 12kW, Dual Port Pedestal Mounted. o (2) ChargePoint Concrete Mounting Kit. • Construction and Project Management. o Project plan at time of kick off outlining task and project schedule, key personnel, scope, etc. (pre project site visit upon request). o Daily virtual check ins with the on-site subcontractor, including video call and photo sharing. o Weekly progress reports(daily upon request)with a two week look out plan/schedule. o Virtual punch list meeting with customer and subcontractor(post project site visit upon request). • Electrical Infrastructure As per INF/Enginer of Record Drawings: EVSE-One Line Diagram E-2 dated 04/24/2024 o Run Sch 40 PVC conduit from existing utility manhole to location of new H-Frame per site plan o Install new H-Frame and mount new service end box, 150A 208V Trans-S switch, and 150A 208V Panel. Provide (4) 70A circuit breakers to power(2) new dual port stations o Trench through grass and run conduit and wire from new Panel to (2) new dual port EV Charging Stations. o Install (2) bollards in front of each station and new equipment for a total of(6). Install signage and line painting for all spaces covered by new EV Charging Stations. • Supply and installation of miscellaneous items. o (7) Bollards. o (4) EV signage kits. o (4) Striping and Stenciling. • Startup and commissioning of new system. • Coordination with electric utility as needed. Page 188 of 386 14.13 Additional Services (quoted separately) • ChargePoint Assure Parts&Labor Warranty. • INF Preventative Maintenance Agreement. • INF Charging Success Program. • Extended Parts Warranty. Site Plan Mamaroneck Lot D — L2 Site Design ° - Install new H-Frame and \ l- - mount new service end ' . ti� box,150A2O8VTrans 5 ° N. + switch,and 15OA 2Q81f L�, / Panel from new utility / °' +1 s `` feed. f - Trench along sound fr ' barrier to first(4)parking T , b : spaces in garage to `4 s�}'' &`; ;,, `' install(2)dual EV .a k+ f �44 :' Chargers. -, :,# Iqq' i 1, 7 4. rr # ,fir ,i W ChargePoint CP6000 — — — Underground Conduit Above Ground Conduit New Electrical Gear i—i 1 — i Potential DCFC Utility Transformer — Location Page 189 of 386 F Commercial Summary INF Associates proposes to provide the project scope as detailed above in the"INF Associates Scope of Work"section for the pricing and quantities shown below(not including applicable sales&labor taxes). Description Qty Unit Price Tot Price Equipment&Accessories ChargePoint-CP6021,Dual Port Pedestal Mounted, NA,AC Station,2 x Type 1 Cable,50A,1-Phase,18' Cable,6'Cable Management Kit,Pedestal Mount,8" 2.00 5,440.00 10,880.00 Touch Display,Contactless Credit Card and RFID Reader,Cellular/Wi-Fi,UL,EnergyStar,Power Share Juniper,1YR Parts Warranty ChargePoint-CP6000 Concrete Mounting Kit 2.00 112.50 225.00 S oftwa re ChargePoint-Initial Station Activation& Configuration Service includes activation of cloud services and configuration of radio groups,custom 2.00 149.45 298.90 groups,connections,access control,visibility control,pricing,reports and alerts. ChargePoint-5yr Prepaid Commercial Cloud Plan 4.00 902.00 3,608.00 Hardware and Software Subtotal: $ 15,011.90 ProfessionatServices&Labor Professional Services&Labor-Incentive Eligible 1.00 55,741.12 55,741.12 Bollards 7.00 100.00 700.00 Signage 4.00 50.00 200.00 Painting 4.00 50.00 200.00 con Edison Power Ready Incentive(paid to INF} 1.00 - (36,000.00) installation Labor and Misc.Subtotal(after Utility Incentive): $ 20,841.12 Total Upfront Cost of Project: $ 35,853.02 Deposit Received $ - Total Balance Owed $ 35,853.02 Total Coat,Incentive and Rebate Summary Total Cost of Project: $ 71,582.77 Utility Con Edison Power Ready(paid to INF) (36,000.00) Total Upfront Cost of Project Owed: $ 35,582.77 State:NYSERDA ChargeReady2.0 - 30C Federal Tax Credit - State Tax Credit, - County Westchester CountyfMA (35,582.77) Total Cost of Project After Incentives,Rebates&Tax Credits: $ - Page 190 of 386 Payment Schedule: 1 25%of Total Balance Owed billed upon $8,963.26 delivery of engineering drawings 2 25%of Total Balance Owed billed upon receipt $8,963.26 of EV Equipment and materials 3 20%of Total Balance Owed billed upon $16,133.86 completion of construction(not including utility side construction) 4 5%of Total Balance Owed billed upon $2,792.65 approval of punchlist Remaining Total Upfront Cost of Project Owed $35,853.02 (before County IMA): Prices do not include value added,sales,or other applicable taxes or any regulatory charges that may be imposed by any governmental authority.Taxes will be included at invoice.Subscriptions for networking software and maintenance require acceptance of the terms and conditions set forth in the Master Services Subscription Agreement.Subscriptions are effective commencing on the date on which a station or vehicle is activated and continues for the applicable subscription term.All prices are subject to terms and conditions of individual agreements. Page 191 of 386 14.13 Maintenance and Warranty (optional, quoted separately upon request): Check Description Qty Unit Price Total Amount Box INF Preventative Maintenance - 1 Year $50.00 $2 ; (Level II Only,priced per port) INF Preventative Maintenance-5 Year(Level $250.00 $1,000.00 II Only,priced per port) ChargePoint-1yr Prepaid Assure Parts& $378.40 $756.80 Labor Warranty Plan(priced per unit) ChargePoint-5yr Prepaid Assure Parts& $1,496.00 $2,992.00 Labor Warranty Plan(priced per unit) ChargePoint-Extended 4-year Parts $1,200.00 $2,400.00 Warranty(priced per unit) Hardware maintenance and extended parts warranties are not eligible items covered by utility or county funding. Upon request, INF Associates will prepare a separate agreement for the desired maintenance contract term. Pricing above is not reflected in the Commercial Summary or Total Price Owed in payment schedule. Page 192 of 386 General Conditions and Clarifications • This proposal is valid for 30 days. Due to current volatility in the commodities market, materials such as Copper,Steel, and PVC cannot be held for more than 30 days. • Pricing is based on the proposed site plan and preliminary design.Changes to scope or site design could be necessary, as determined during final engineering and utility coordination.Any changes will be communicated through change order requests. • Incentives,grants,and tax credits are estimated,and no guarantees are made to the amounts.Any changes will be communicated,and buyer is responsible for any difference in the amounts from estimated. • Hardware and software requirements for incentive eligibility are subject to change;if proposed hardware and/or software is ineligible at time of installation, INF Associates will attempt to identify a suitable alternative that meets eligibility requirements.Any resulting changes to pricing will be communicated through an updated proposal or change order. • Performance based incentives,such as a "speed bonus," are not accounted for in the estimated incentives.Any performance-based incentives obtained during project execution will be retained by INF Associates. • Standard lead time is estimated at 6-8 weeks after utility coordination and receipt of permit. Permitting and utility coordination varies greatly,and timing is out of the control of INF Associates. No expedited manufacturing or delivery has been included in this proposal. • This proposal is based on the use of approved industry standard materials and methods. • Engineering and design is inclusive of up to 1 revision.Additional revisions requested from client will be quoted as a change order. • Proposal is based upon a continuous construction schedule with no demobilization&re-mobilization. • Pricing is based on lay-down for tools,equipment and material being at the site,adjacent to work area. • This bid assumes that there is sufficient parking for the work crew. • This bid assumes that the facilities staff will provide access to the appropriate areas of the site during the installation and commissioning process. • Labor is to be performed during normal business hours;overtime rates not included • Sales and labor tax cannot be omitted from software and maintenance costs. • Manufacturer's warranty for charging equipment is parts only. • Enrollment in INF Charging Success Program is subject to acceptance of Terms and Conditions set forth in INF Charging Success Program Agreement. Exclusions • Furnishing or installation of electrical equipment or materials not specified in scope of work or drawings. • Arc flash/coordination study.Adder can be provided upon request. • Temporary power or lighting. • Hazardous material survey or removal and disposal of any hazardous materials,including any work in asbestos or lead contaminated environments or work requiring containment areas and/or special containment clothing/protection suits. • Liquidated damages. • Owner certified insurance programs. • Payment and performance bond. • Rectifying existing non-code compliant wiring or conduits not associated with scope noted above. • Lightning protection,cellular boosters,or cellular signal repeaters. Page 193 of 386 14.13 Proposal Acceptance To proceed with the project as proposed, please sign below,accepting the terms and payment schedule of this proposal. Engaging Parties INF Associates, LLC("INF") Address 1116 Main Street Fishkill, NY 12524 Company EIN 45-2977391 Contact Name Robert Miller Contact Email RMiller@infassociates.com Finance Contact Name Sarah Alvarado Finance Contact Email AR@infassociates.com ("Customer") Legal Entity Name Company EIN Contact Name Contact Email Finance Contact Name Finance Contact Email Special Invoicing Instructions (if applicable) INF Associates, LLC Customer Signature: Signature: Name: Name: Title: Title: Date: Date: Page 194 of 386 Appendix A - Terms and Conditions 1. Terms of payment for the Products and Services are net thirty(30)days.Any invoice not paid within thirty(30)days from the date of invoice will be subject to a service charge equal to the lesser of One and One-half percent(1.5%)per month on account balances or the maximum percentage permitted by law. INF reserves the right to de-activate the charging equipment for non-payment. 2. For projects that are delaye more than thirty(30)days for reasons out of the control of INF,or for delays in receiving necessary information for securing incentives, INF reserves the right to adjust payment schedule accordingly. 3. All prices shall include all federal,state, local and foreign taxes,duties,customs,and other fees relating to the sale, transportation, use, performance or possession by the Buyer of the Product and Services. 4. Buyer must meet all utility and state incentive operating and reporting requirements or they may be subject to repayment of rebates and incentives. In the case Buyer does not meet the utility and state incentive requirements, INF shall not be liable for the repayment of any rebates or incentives. 5. INF shall not be liable for delays or performance resulting from causes beyond its reasonable control,acts of God,acts or omissions of Buyer,fire,strike,or other labor difficulty.Should there be a delay,the date of delivery or performance shall be extended. 6. An order may be terminated only by mutual written agreement between Buyer and INF and only upon payment of costs and expenses already incurred by INF. 7. Assignment:The Customer shall neither assign this Agreement nor any claim arising under this Agreement without the prior written consent of INF. INF may assign this Agreement at any time in any of the following cases:a)to any affiliates or as part of a corporate reorganization,including in connection with a merger,acquisition,or sale of all or substantially of its business or assets;or b)to any appointed distributor or representative on its behalf. 8. Changes And Modifications: Any change or modification to this Agreement must be in writing and signed by both parties in the form of a Change Order. 9. Independent Status Of Company: Company,its employees,agents and Subcontractors are not partners,joint venturers,associates,employees or agents of Customer. Company will not hold itself out as, nor claim to be,an agent, officer or employee of Customer by reason of this Agreement or any SOW, nor will Company make any claim of right, privilege,or benefit which would accrue to any of Customer's employees. 10. Failure To Perform/Breach Of Contract: In the event of non-performance or unsatisfactory performance by Company of any of its obligations under this Agreement,which is not cured during the Cure Period,Customer may terminate this Agreement. Customer shall provide prior written notice to Company of said non-performance or unsatisfactory performance and Company shall have five(5)business days after such notice to cure said failure the("Cure Period")prior to a termination for cause of this Agreement and/or the applicable SOW. In the event the cure cannot be completed within the 5-day period,substantial undertaking shall be sufficient. 11. Licensing,Accreditation And Registration: Company shall comply with all applicable local,state,and federal licensing, accreditation,and registration requirements/standards, necessary for the performance of this Agreement and the Services. 12. Nondiscrimination: Company shall comply with all federal and state nondiscrimination laws, regulations,and policies in the administration of this Agreement. 13. Severability: If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid,such invalidity shall not affect other provisions of this Agreement which can be given effect without the invalid provision,and to this end the provisions of this Agreement are declared severable. 14. Termination For Convenience: This Agreement may be terminated without cause by Customer upon thirty(30)days' prior written notice. 15. Termination For Cause: Customer may, by written notice,terminate this Agreement for cause,in whole or in part,for failure of Company to perform its obligations under this Agreement or an SOW. Page 195 of 386 16. Termination Procedure: After receipt of notice of termination,and except as otherwise directed by the Customer, Company shall: a. Stop the performance of Services under this Agreement and any applicable SOW on the date and to the extent specified in the notice; b. Place no further orders for materials or services except as may be necessary for completion of such Services as are not terminated; c. Complete performance of any part of this Agreement and the applicable SOW as shall not have been terminated by Customer; d. Take all action as may be necessary,or as Customer may direct,for the protection and preservation of property of Customer which is in the possession of Company; Unless otherwise provided in this Agreement,Customer shall pay to Company the agreed upon price for Services provided to Customer prior to the effective date of termination, unless the termination is for cause,in which case Customer shall determine the extent of damages caused to Customer prior to making any remaining payment to Company,after appropriate offset. The rights and remedies of Customer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 17. Waiver: Waiver of any breach of any provision of this Agreement shall not be considered a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of the Agreement unless stated to be such in writing,signed by INF. Page 196 of 386 6^^P$ZOZZI£0 dour ooi}000l N�a6JNOD A3 "M'd N9 NMVd0 0NOOHo aN 03NOIS30 9ERL-[8E (616) 'k'[0 'NO3[002IVWt z-s GVON ISOd NOISON'M ON„ 2bSOI MI 'NO3N0?JVWVW 0 Y8 8 S101 1N3Wdlflb3 INId[I Vdd0 Ol�[2IddMIDNd K� o=� szoa�ainoON3gON OV�O3rIioavwvwI O NMoi4L 2i30b'dH0 n3 1VI1N310d xOdNO2I5AVN d0 NA0i �1 I L..., I r Q A ct W z 0 CD W Li _ 5ct.0 U C7 W W ce la W H W J 3a ,fir co aai cc w em J(/)C, WZ0_oCCm I ~Q J u) I- ao�� w 1 r N1-> n-m_ m I J 01, ,... I It ____._ 1 a I- 65 KI- U (D W w W Qa� o o J 0 1— U W Lai J m O Z _ M J Y W m W H W J H d W�'Q I-r r , JK(1) 1— <U W Z z M W W Y a Q(apQ VI 5 o Woa w W 1 I- CDW=W K �Ce m I U=V1W CC I U W CC N O I ga J C'W W 09 w I Waw Ct co a a. Z Z I J 0 N Q Q o o >-U-.4mco H H Z 0.--. _ 0 U p Z LA i— W O K H W Y L. OAKal Z O 1"-----_______� O W c�- ( i > GM ZU W W L.,I \ I LA / C/)Z Q CI,kjI Wa 0 K 0 w 0 )-0 K W Z K WWZIQ Z <Z w O 0 O W U a W W 1 U Z W0Z Z g0 O � 1OWZ a~a a im 'P z WN� �0o K o ~ III w / 1 Page 197 of 386 c m Town of Mamaroneck Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck,NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator Re: Westchester Power Program 2025 Memorandum of Understanding and Electric Service Agreement Date: April 16, 2025 Attached are the following documents related to participation in the Westchester Power Community Choice Aggregation (CCA)program: 1. Memorandum of Understanding (MOU) for participation in the Westchester contract 2. Electric Service Agreement that accompanies the above MOU. Should the Board wish to continue participation in the CCA, authorization will be needed for both documents and the Board will need to choose either the 100% renewable clean power product or the 50%renewable clean power product. Action Requested: Resolved that the Town Board hereby approves the Memorandum of Understanding for Participation in the 2025 Westchester Power Contract and the 2025 Electric Service Agreement and hereby authorizes the Town Administrator to execute the agreement and any related documents necessary to carry out their implementation. Be it further resolved that the Town Board hereby selects the 100% Renewable Clean Power Product or 50% Renewable Clean Power Product. Attachment/s: MOU Con Ed 2025 - DRAFT- Clean ESA Con Ed 2025 - DRAFT - Clean Page 198 of 386 CCA MOU - CON ED 3/6/2025 MEMORANDUM OF UNDERSTANDING For Participation in the Westchester Power Contract For Communities in the Con Edison Service Territory This Memorandum of Understanding is entered into by and between: Sustainable Westchester,Inc., a New York non-profit corporation ("Sustainable Westchester"), and the City/Town/Village of (the "Municipality"), a local government member of Sustainable Westchester (each a "Party" and collectively,the "Parties"). 1. Background: a. The New York Public Service Commission,through the CCA Orders (as defined below), has approved the establishment of Community Choice Aggregation ("CCA") programs throughout New York State and authorized Sustainable Westchester to implement a CCA program pursuant to a Master Implementation Plan. b. Sustainable Westchester's CCA Program enrolled Participating Customers from an initial group of 20 participating municipalities in April 2016. As of 2025, the program serves 26 municipalities across Westchester County. c. For participating municipalities in the Con Edison utility territory, the current Electric Service Agreement for the Sustainable Westchester CCA Program will terminate on the first meter read date after November 30, 2025. d. In compliance with the CCA Orders,the Municipality has adopted local legislation to enable Community Choice Aggregation. e. As a member of Sustainable Westchester in good standing and a participant in the Sustainable Westchester CCA Program, the Municipality wishes to continue to engage the services of Sustainable Westchester as the Program Manager for Community Choice Aggregation for the operation and maintenance of the Program. 2.Definitions: a. 2024 ESA: The ESA which implemented the Sustainable Westchester CCA Program during the period from November 1, 2024 to the first meter read date after November 30, 2025. b. 2025 ESA: The ESA which will implement Sustainable Westchester CCA Program commencing on December 1, 2025 for the Con Edison service territory. The 2025 ESA shall have substantially the same terms outlined in the attached 2025 ESA Template (Attached as Exhibit 1). c. CCA Orders: Collectively, the February 26, 2015 "Order Granting Petition in Part" issued by the PSC in Case 14-M-0564; the April 21, 2016 "Order Authorizing Framework for Community Choice Aggregation Opt-out Program" issued by the PSC in Case 14-M-0224 (the "CCA Framework Order"), which sets forth the requirements, terms, and conditions under which CCA programs can proceed through implementation; and the November 15, 2018 "Order Approving Renewal of the Sustainable Westchester Community Choice Aggregation Program" issued by the PSC in Case 14-M-0564, which reauthorizes the Sustainable Westchester CCA program under a Master Implementation Plan; the January 19, 2023 "Order Modifying Community Choice Aggregation Programs and Establishing Further Process" issued by the PSC in Case 14-M-0224 (the "CCA Framework Modification Order"), and the Order Modifying Outreach and Education Requirements and Directing Program Evaluation in Case 14-M-0224. Page 1 of 4 Page 199 of 386 CCA MOU - CON ED 3/6/2025 d. Community Choice Aggregation Program or CCA Program or Program: A municipal energy procurement program, which replaces the incumbent utility as the default supplier for all Eligible Consumers within the Participating Municipality, as defined in the CCA Orders. e. Competitive Supplier: An entity duly authorized to conduct business in the State of New York as an Energy Service Company ("ESCO")that procures electric power for Eligible Consumers in connection with this CCA Program. f. Compliant Offer: Electric power supply offer from a Competitive Supplier that meets the requirements specified in this MOU and the 2025 ESA and that is submitted by the lowest responsible bidder, subject to the terms and conditions set forth in the 2025 RFP. g. Default Product: The product selected by the Municipality for supply to its Participating Customers, unless they take action to select a different product or opt out. The Default Product for the Municipality shall be the [100% 1 50%] Renewable Clean Power Product as that term is defined in the 2025 ESA. h. Distribution Utility: Owner or controller of the means of distribution of the natural gas or electricity that is regulated by the Public Service Commission in the Municipality. i. Electric Service Agreement("ESA"): An agreement that implements a CCA Program and contains all the terms and conditions of the Program. j. Eligible Customers —Customers of electricity eligible to participate in the CCA Program, either on an opt-out or opt-in basis, as delineated in the CCA Framework Order and the CCA Framework Modification Order. Competitive Supplier may provide Firm Full- Requirements Power Supply to Eligible Customers who are not Opt-out Eligible Customers at Competitive Supplier's sole discretion on an opt-in basis. For the avoidance of doubt, all Eligible Customers must reside or be otherwise located at one or more locations within the geographic boundaries of the Municipality and served by the Distribution Utility, as such boundaries exist on the Effective Date of this ESA. k. Participating Municipality: A dues-paying municipal member of Sustainable Westchester,which has adopted the applicable local legislation for the CCA Program. 1. Opt-out Eligible Customers: Eligible Customers that are eligible for Opt-out treatment as delineated in the CCA Framework Order and the CCA Framework Modification Order. For the avoidance of doubt, Opt-out Eligible Customers shall not include customers that have previously opted-out of the Program. m. Participating Customers: Eligible Customers enrolled in the Program, including Opt-out Eligible Customers who have been enrolled subsequent to the opt-out process and other customers who have been enrolled after opting in. n. Program Manager: Sustainable Westchester, a non-profit corporation of which the Participating Municipality is a member. o. Public Service Commission ("PSC"): The New York State Public Service Commission or the New York State Department of Public Service acting as staff on behalf of the PSC, or any successor state agency. p. Qualifications Review: A verification of the status of the Competitive Supplier as an electricity supplier in the Distribution Utility's service territory. A precondition for attaining such status is that Competitive Supplier has met the credit requirements established by the New York Independent Systems Operator. q. 2025 RFP: The request for proposals to suppliers to provide energy to Participating Customers for the 2025 ESA. 3. Purpose: The purpose of the Memorandum of Understanding is as follows: Page 2 of 4 Page 200 of 386 CCA MOU - CON ED 3/6/2025 a. To establish participation by the Municipality (hereafter,the "Participating Municipality") in a Community Choice Aggregation Program (hereafter, the "Program")that will be managed on its behalf by Sustainable Westchester, (hereafter,the "Program Manager") under the 2025 ESA. b. To affirm that the Participating Municipality and Program Manager agree to adhere to the terms and conditions of the 2025 ESA in the event they execute it. c. To affirm that the Participating Municipality and Program Manager agree to execute the 2025 ESA, subject to the conditions of review and approval outlined in 4(c) and 5(a),below. 4. Roles and responsibilities of the Program Manager: As Program Manager, Sustainable Westchester agrees to perform all duties outlined in the 2025 ESA and,prior to execution of that agreement, Program Manager agrees to: a. Provide the involved agencies and parties to the CCA Orders, including, but not limited to, the PSC and Distribution Utility, requested information about and documentation of the actions undertaken by the Participating Municipality in furtherance of enabling participation in the Program; b. Manage the energy procurement bidding process including: i. the identification and notification of potential firms seeking to be the Competitive Supplier, ii. the collection of indicative pricing and other inputs against which to evaluate the 2025 ESA offers, iii. the preparation of the 2025 ESA, iv. the management of the Request for Proposals ("RFP")process from preparation of the content to the publication of the RFP and management of firms responding to the RFP, v. the acceptance, secure opening, and review of to the RFP, and vi. the organization of the Qualifications Review,bid evaluation, and selection of a Competitive Supplier, all in a manner that is consistent with this MOU and transparent to the Participating Municipality and firms seeking to be the Competitive Supplier; c. Sign the 2025 ESA in a timely fashion subject to the conditions that: i. the Competitive Supplier is deemed qualified for the duration of the 2025 ESA by the Qualifications Review, and ii. such Competitive Supplier's offer is deemed by the Program Manager to be a Compliant Offer as defined in Section 2 above. d. Fulfill any other responsibilities as may reasonably adhere to facilitating the implementation of the Program, subject to the Program Manager's inherent and original role as an organization driven by the deliberated priorities of its constituent member municipalities. 5. Roles and responsibilities of the Participating Municipality: The Participating Municipality agrees to: a. Sign the 2025 ESA, in a timely fashion, subject to the conditions that: i. the Competitive Supplier is deemed qualified for the duration of the 2025 ESA by the Qualifications Review, and ii. such Competitive Supplier's offer is deemed by the Program Manager to be a Compliant Offer as defined in Section 2 above. b. Page 3 of 4 Page 201 of 386 CCA MOU - CON ED 3/6/2025 6. Term and Termination: Memorandum of Understanding shall expire on the earlier of December 31, 2025 or the date on which the 2025 ESA is signed by the Participating Municipality, the Program Manager, and the selected Competitive Supplier. Participating Municipality shall have the right to terminate this Memorandum of Understanding for any of the reasons set forth in the Termination section of the 2025 ESA attached hereto as Exhibit 1. IN WITNESSETH WHEREOF, the Parties have signed this MEMORANDUM OF UNDERSTANDING on the day and year appearing below their respective signatures. City/Town/Village of Authorized Official Name and Title: Signature: Address: Telephone(s): E-Mail Address: Address for Notices: Sustainable Westchester,Inc. Authorized Official Name and Title: Noam Bramson, Executive Director Signature: Address: 40 Green Street, Mount Kisco,NY 10549 Telephone(s): (914) 242-4725 E-Mail Address: noam@sustainablewestchester.org Address for Notices: 40 Green Street, Mount Kisco,NY 10549 Attachments: Exhibit 1, ESA Con Ed 2025 - Clean.docx Page 4 of 4 Page 202 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 1 Electric Service Agreement Exhibit 1 to accompany the Memorandum of Understanding on Community Choice Aggregation This Electric Service Agreement is by and between the [Municipality], [Supplier] and Sustainable Westchester [remainder of this page is left intentionally blank] Page 203 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 2 Contents RECITALS 3 ARTICLE 1 DEFINITIONS 5 ARTICLE 2 RIGHTS GRANTED 10 ARTICLE 3 CUSTOMER CHOICE, NOTIFICATION OF RIGHTS, ENROLLMENT 12 ARTICLE 4 TERM OF CONTRACT AND TERMINATION 14 ARTICLE 5 CONTINUING COVENANTS 16 ARTICLE 6 ROLE OF THE MUNICIPALITY 19 ARTICLE 7 ROLE OF PROGRAM MANAGER 20 ARTICLE 8 PRICES AND SERVICES; BILLING 22 ARTICLE 9 COMPLIANCE WITH THE PSC ORDERS 23 ARTICLE 10 SERVICE PROTECTIONS FOR RESIDENTIAL CUSTOMERS 23 ARTICLE 11 NON-DISCRIMINATION IN HIRING AND EMPLOYMENT 24 ARTICLE 12 POWER SUPPLY INFORMATION AND ACCESS TO INFORMATION 24 ARTICLE 13 RESOLUTION OF DISPUTES; CHOICE OF LAW AND FORUM 26 ARTICLE 14 INDEMNIFICATION 26 ARTICLE 15 REPRESENTATIONS AND WARRANTIES 27 ARTICLE 16 INSURANCE 29 ARTICLE 17 REGULATORY EVENT/NEW TAXES 29 ARTICLE 18 MISCELLANEOUS 30 ARTICLE 19 REMEDIES 34 EXHIBIT A -PRODUCTS, PRICES AND TERMS 37 EXHIBIT B - TEMPLATE KWH SALES AND CUSTOMER ACCOUNTS DATA SUMMARY 42 EXHIBIT C - DATA REQUIREMENTS 43 EXHIBIT D - OPTION FOR ALTERNATIVE SUPPLY OF POWER 45 Page 204 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 3 RECITALS WHEREAS, Sustainable Westchester, Inc. sought approval of a demonstration community choice energy aggregation ("Community Choice")program in Westchester County in 2014, which would allow local governments to participate in a Sustainable Westchester program to procure energy supply from an Energy Services Company for the residents of the municipalities; WHEREAS, on February 26, 2015, the Public Service Commission of the State of New York approved implementation of the first Community Choice pilot program in New York State; WHEREAS, the PSC subsequently issued the order"Authorizing Framework for Community Choice Aggregation Opt-out Program" on April 21, 2016 (the "CCA Framework Order") enabling Community Choice throughout New York State; WHEREAS, the Sustainable Westchester Community Choice Aggregation Program (also known as Westchester Power) is intended to include residential and small non-residential customers, and to permit the aggregation of electric purchases by the communities which elect to participate; WHEREAS, the [Municipality] ("Municipality")has adopted a Local Law to participate in the Sustainable Westchester Community Choice Program ("Program")to aggregate customers located within the Municipality and to negotiate competitive rates for the supply of electricity for such customers; WHEREAS, the Program allows Municipality to solicit competitive bids for the supply of electricity individually or as part of a buying group with other municipal aggregators; WHEREAS, the Sustainable Westchester Community Choice Program enrolled Participating Customers from an initial group of 20 participating municipalities in April 2016, and additional municipalities have joined in the years since its inception; WHEREAS, Sustainable Westchester, Inc. has been authorized by the Municipality to act as Program Manager for a Community Choice Program, pursuant to Local Law and Memorandum of Understanding 2025, to issue a request for proposals ("RFP") to suppliers to provide energy to Participating Customers, and to award supply contracts; WHEREAS, [SUPPLIER NAME], an entity duly authorized to conduct business in the State of New York as an energy service company ("ESCO") (the "Competitive Supplier"), desires to provide Full-Requirements Power Supply to customers located within the Municipality, pursuant to the terms and conditions of this Electric Service Agreement("ESA"); WHEREAS, the Municipality desires that the Competitive Supplier provide Firm Full- Requirements Power Supply and Consolidated Billing as an alternative to Default Service for Participating Customers within the Municipality; Page 205 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 4 WHEREAS, Competitive Supplier is willing to provide two distinct electric supply products and two corresponding pricing levels: (1) a 50% Renewable Clean Power Product comprised of the Standard Product plus New York Voluntary Clean Power RECs making up 50% of Participating Customers' electricity usage and price, and(2) a 100% Renewable Clean Power Product comprised of the Standard Product plus New York Voluntary Clean Power RECs making up 100% of Participating Customers' electricity usage and price; WHEREAS, Municipality has chosen the [100/50]% Renewable Clean Power product as the Default Product for Participating Customers; WHEREAS, Competitive Supplier agrees to pay a fee to Program Manager; WHEREAS, Municipality prefers for Competitive Supplier to collect and remit the fees due the Program Manager; WHEREAS, the local governments that participate in the Sustainable Westchester Community Choice Program, including this Municipality, intend that this Agreement be uniform in form and substance in each instance throughout the Program; and NOW THEREFORE, IT IS AGREED THAT, Municipality, Program Manager, and the Competitive Supplier hereby enter into this ESA subject to the terms and conditions below. Page 206 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 5 ARTICLE 1 DEFINITIONS Capitalized terms that are used but not defined in the body of this ESA,including the Exhibits hereto, shall be defined as set forth in this Article 1. Words defined in this Article 1 that are capitalized shall be given their common and ordinary meanings when they appear without capitalization in the text. Words not defined herein shall be given their common and ordinary meanings. 1.1 50% Renewable Clean Power Product—Has the definition set forth in Exhibit A. 1.2 100% Renewable Clean Power Product—Has the definition set forth in Exhibit A. 1.3 Associated Entities—Any and all of the employees, officers, agents, representatives, and independent contractors and subcontractors of the Competitive Supplier or of any of its corporate parents, affiliates, or subsidiaries,which provide goods or services to, or in any way assist, the Competitive Supplier in meeting its obligations under the ESA, but specifically excluding the Distribution Utility. 1.4 Bankruptcy - With respect to a Party, (i) such Party ceases doing business as a going concern, generally does not pay its debts as they become due or admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition,readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other Governmental Rule, or seeks or consents to or acquiesces in the appointment of any trustee, receiver, custodian or liquidator of said Party or of all or any substantial part of its properties, or makes an assignment for the benefit of creditors, or said Party takes any corporate action to authorize or that is in contemplation of the actions set forth in this clause (i); or(ii) a proceeding is initiated against the Party seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other Governmental Rule and such proceeding is not dismissed within ninety (90) days after the commencement of such proceeding, or any trustee, receiver, custodian or liquidator of said Party or of all or any substantial part of its properties is appointed without the consent or acquiescence of said Party, and such appointment is not vacated or stayed on appeal or otherwise within ninety (90) days after the appointment, or, within ninety (90) days after the expiration of any such stay, has not been vacated, provided that, notwithstanding the foregoing, the exercise of rights to take over operation of a Party's assets, or to foreclose on any of a Party's assets, by a secured creditor of such Party (including the appointment of a receiver or other representative in connection with the exercise of such rights) shall not constitute a Bankruptcy. 1.5 CCA Orders—Collectively, the February 26, 2015 "Order Granting Petition in Part" issued by the PSC in Case 14-M-0564; the April 21, 2016 "Order Authorizing Framework for Community Choice Aggregation Opt-out Program" issued by the PSC in Case 14-M-0224 (the "CCA Framework Order"),which sets forth the requirements, terms, and conditions under which CCA programs can proceed through implementation; the November 15, 2018 "Order Approving Renewal of the Sustainable Westchester Community Choice Aggregation Program" issued by the PSC in Case 14-M-0564, which reauthorizes the Sustainable Westchester CCA program under a Master Implementation Plan; the January 19, 2023 "Order Modifying Community Choice Aggregation Programs and Establishing Further Process" issued by the PSC in Case 14-M-0224 (the "CCA Framework Modification Order"), and the Order Page 207 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 6 Modifying Outreach and Education Requirements and Directing Program Evaluation in Case 14-M-0224. 1.6 Commercially Reasonable - Any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known, or which in the exercise of due diligence should have been known, at the time the decision was made,would have been expected in the industry to accomplish the desired result consistent with reliability, safety, expedition, project economics and applicable law and regulations, as defined in the Uniform Business Practices or without limitation in additional applicable law and regulations,provided that in no event shall increased costs or economic hardship be an excuse for not performing a Party's obligations under this ESA. 1.7 Community Choice—Municipal electricity procurement program, purchasing supply for the aggregated demand for all Participating Customers within the Municipality. 1.8 Competitive Supplier or Energy Services Company ("ESCO")—An entity duly authorized to conduct business in the State of New York as an ESCO. 1.9 Consolidated Billing -A billing option that provides Participating Customers with a single bill issued by the Distribution Utility combining delivery and supply charges from the Distribution Utility and Competitive Supplier respectively. 1.10 Default Product—The product selected by the Municipality for supply to its Participating Customers, unless they take action to select a different product or opt out. 1.11 Default Service— Supply service provided by the Distribution Utility to customers who are not currently receiving service from a Competitive Supplier. 1.12 Delivery Term - The period for which prices for Firm Full-Requirements Power Supply have been established, as set forth in Exhibit A. 1.13 Distribution Utility - Owner or controller of the means of distribution of the natural gas or electricity that is regulated by the Public Service Commission in the Municipality. 1.14 Electronic Data Interchange ("EDI") - The exchange of business data in a standardized format between business computer systems. 1.15 Effective Date - The date upon which this ESA has been executed by the Parties (to be determined by the later date if the Parties execute on different dates). 1.16 Eligible Customers—Customers of electricity eligible to participate in the CCA Program, either on an opt-out or opt-in basis, as delineated in the CCA Framework Order and the CCA Framework Modification Order. Competitive Supplier may provide Firm Full- Requirements Power Supply to Eligible Customers who are not Opt-out Eligible Customers at Competitive Supplier's sole discretion on an opt-in basis. For the avoidance of doubt, all Eligible Customers must reside or be otherwise located at one or more locations within the geographic boundaries of the Municipality and served by the Distribution Utility, as such boundaries exist on the Effective Date of this ESA. 1.17 ESA - This Electric Service Agreement. Page 208 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 7 1.18 Environmental Disclosure Label—The fuel mix purchased by an ESCO and the related emissions of those fuels compared to a statewide average, which is required to be reported under the DPS's Environmental Disclosure Program. 1.19 Federal Energy Regulatory Commission ("FERC") - The United States federal agency with jurisdiction over interstate electricity sales, wholesale electric rates,hydroelectric licensing, natural gas pricing, and oil pipeline rates. 1.20 Firm Full-Requirements Power Supply - The service under which the Competitive Supplier provides all of the electrical energy, capacity, reserves, and ancillary services, transmission services, transmission and distribution losses, congestion management, and other such services or products necessary to provide firm power supply at a fixed contract price including all those components regardless of changes in kWh usage or customer grouping during the contract term to Participating Customers at the Point of Sale, other than the cost of transmission and distribution services that are billed through the distribution tariff(s) and provided by the Distribution Utility and/or the NYISO to provide electricity to the Point of Delivery. 1.21 Force Majeure -Any cause not within the reasonable control of the affected Party which precludes that party from carrying out,in whole or in part, its obligations under this ESA, including, but not limited to,Acts of God; winds; hurricanes; tornadoes; fires; epidemics; landslides; earthquakes; floods; other natural catastrophes; strikes, lock-outs or other industrial disturbances; acts of public enemies; acts, failures to act or orders of any kind of any governmental authorities acting in their regulatory or judicial capacity, provided, however, that any such discretionary acts, failures to act or orders of any kind by the Municipality may not be asserted as an event of Force Majeure by the Municipality; insurrections; military action; war, whether or not it is declared; sabotage; riots; civil or industrial disturbances or explosions. Nothing in this provision is intended to excuse any Party from performing due to any governmental act, failure to act, or order,where it was reasonably within such Party's power to prevent such act, failure to act, or order. Economic hardship of any Party shall not constitute an event of Force Majeure. 1.22 General Communications - The type of communications described and defined in Article 5.7 herein. 1.23 Governmental Authority - Any national, state or local government, independent system operator,regional transmission owner or operator, any political subdivision thereof or any other governmental,judicial, regulatory,public or statutory instrumentality, authority, body, agency, department, bureau, or entity, excluding the Municipality. Page 209 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 8 1.24 Governmental Rule - Any law, rule, regulation, ordinance, order, code, permit, interpretation,judgment, decree, or similar form of decision of any Governmental Authority having the effect and force of law, including but not limited to the CCA Orders.. 1.25 kWh,kW - Kilowatt-hour and kilowatt, respectively. 1.26 Local Law—A local law or ordinance, adopted by Municipality according to General Municipal Law, which authorizes Municipality to join the Sustainable Westchester Community Choice Program. 1.27 Memorandum of Understanding 2025—Binding agreement between Municipality and Program Manager authorizing Sustainable Westchester to administer the Program. 1.28 Newly Opt-Out Eligible Customers—Residential and small commercial customers of electricity that become Opt-out Eligible Customers after the Effective Date, including those that move into Municipality and those who complete or terminate other 3rd party supply contracts and have returned to Default Service, provided these customers have not previously opted out of the Program. 1.29 New Taxes -Any taxes not in effect as of the Effective Date enacted by a Governmental Authority or the Municipality, to be effective after the Effective Date with respect to Firm Full- Requirements Power Supply, or any Governmental Rule enacted and effective after the Effective Date resulting in application of any existing tax for the first time to Participating Customers. 1.30 Nominal Start Date—December 1, 2025. 1.31 NYISO - The New York Independent System Operator, or such successor or other entity which oversees the integrated dispatch of power plants in New York and the bulk transmission of electricity throughout the New York power grid. 1.32 Opt-out Eligible Customers - Eligible Customers that are eligible for Opt-out treatment as delineated in the CCA Framework Order and the CCA Framework Modification Order, but shall not include customers in service classes SC8, SC12, and SC13. For the avoidance of doubt, Opt-out Eligible Customers shall not include customers that have previously opted out of the Program. 1.33 Participating Customers - Eligible Customers enrolled in the Program, including Opt- out Eligible Customers who have been enrolled subsequent to the opt-out process and other customers who have been enrolled after opting in. 1.34 Parties - The Municipality, the Program Manager, and the Competitive Supplier, as the context requires. In the singular, "Party" shall refer to any one of the preceding. 1.35 Point of Delivery - The boundary of the Distribution Utility's electricity franchise, or the point at which the Competitive Supplier delivers the power to the Distribution Utility 1.36 Point of Sale - The electric meter for each Participating Customer's account, as designated by the Distribution Utility, such that all line loss costs are included in Competitive Supplier price to bring power to the meter. Page 210 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 9 1.36 Program - Sustainable Westchester Community Choice Aggregation Program. 1.37 Program Manager—Sustainable Westchester, Inc., a non-profit organization comprised of multiple municipalities in Westchester County of which the Municipality is a member, authorized by the PSC to put out for bid the total amount of electricity being purchased by Participating Customers. Program Manager is responsible for Program organization, administration,procurement, and communications, unless otherwise specified. 1.38 PSC or DPS - The New York State Public Service Commission or the New York State Department of Public Service acting as Staff on behalf of the PSC, or any successor state agency. 1.39 Qualifying Regulatory Event--Implementation of a new, or changes to an existing, Governmental Rule by a Governmental Authority at any time after Competitive Supplier submits its bid response to the RFP associated with this ESA, including without limitation the Distribution Utility's tariffs, market rules, operating protocols and definitions, which have a material effect on the services and transactions contemplated by this ESA. A "change" as used herein includes without limitation any amendment, modification, nullification, suspension, repeal, finding of unconstitutionality or unlawfulness, or any change in construction or interpretation. To meet the threshold of being a Qualifying Regulatory Event, the impact of the event must negatively or positively impact the majority of customers in the same service class, but not including a Regulatory Event that applies uniquely to Competitive Supplier. Notwithstanding anything to the contrary in this ESA or the RFP, any changes to the Purchase of Receivables (POR) approved by the PSC shall be deemed a Qualifying Regulatory Event hereunder. 1.40 Regulatory Event-- Implementation of a new, or changes to an existing, Governmental Rule by a Governmental Authority at any time after Competitive Supplier submits its bid response to the RFP associated with this ESA, including without limitation the Distribution Utility's tariffs, market rules, operating protocols and definitions, which have a material effect on the services and transactions contemplated by this ESA. A "change" as used herein includes without limitation any amendment, modification, nullification, suspension, repeal, finding of unconstitutionality or unlawfulness, or any change in construction or interpretation. 1.41 Retail Price - As set forth in Exhibit A. 1.42 Service Commencement Date - The date of the first meter read date for Participating Customers on or after the Nominal Start Date, or as soon as necessary arrangements can be made with the Distribution Utility thereafter. 1.43 Standard Product- Firm Full-Requirements Power Supply consisting of the standard generation mix, meeting the minimum Clean Energy Standard for electric power established by New York State. [There is no Standard Product supplied under this ESA because both products detailed in Exhibit A include additional RECs_] 1.44 Term - As defined in Article 4.1. 1.45 Uniform Business Practices —Regulations governing the business practices of utilitiesrage 211 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 10 and Energy Services Companies with regards to service, billing, marketing, data, and customer rights, issued by the New York State Public Service Commission (Case 98-M-1343), as may be amended from time to time. ARTICLE 2 RIGHTS GRANTED 2.1 GENERAL DESCRIPTION AND LIMITATIONS Competitive Supplier is hereby granted the exclusive right to be the default provider of Firm Full-Requirements Power Supply to Participating Customers pursuant to the terms of this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply Firm Full- Requirements Power Supply only to Participating Customers enrolled in the plan or plans managed by the Program Manager, and the Distribution Utility will continue to have the right and obligation to supply electricity to Eligible Customers who opt-out of the Program and remain on, or return to, Default Service, until changes in law, regulation or policy may allow otherwise. In accordance with Article 3 below, all Opt-out Eligible Customers shall be automatically enrolled in the Program unless they choose to opt-out or have previously opted out of the Program. In the event the geographic boundaries of the Municipality change during the term of this ESA, Competitive Supplier shall only be obligated to supply Firm Full-Requirements Service to those Participating Customers located within the Municipality as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Distribution Utility, and any arrangements which may be necessary with the NYISO so that Participating Customers receive the electricity supplies to be delivered pursuant to this ESA. The Municipality shall specifically authorize the Distribution Utility to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Customers as is reasonably available from the Distribution Utility. The Distribution Utility fees for the provision of this data shall be paid for by the Supplier. Competitive Supplier shall request consumption data for individual Participating Customers from the Distribution Utility via EDI or other adopted standards such as a secure file transfer protocol. If further action is required by the Distribution Utility to authorize Competitive Supplier to receive such consumption and billing data, the Program Manager, on behalf of the Municipality agrees to use Commercially Reasonable efforts, at Competitive Supplier's cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Customers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Participating Customers and/or the PSC,where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier or any of its Associated Entities makes in the provision of Firm Full-Requirements Power Supply only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Distribution Utility; and 2) it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. Competitive Supplier shall not be responsible for a delayed or unsuccessful enrollment of a Participating Customer, or de-enrollment, that is a direct result of the Municipality, Program Manager, or Distribution Utility's negligent act or omission or breach of this ESA. Page 212 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 11 2.2 NO THIRD-PARTY BENEFICIARIES Except as specifically provided in Article 18.11, this ESA does not and is not intended to confer any rights or remedies upon any person other than the Parties. This ESA facilitates rights under the CCA Orders and Local Law for Eligible Customers to purchase electricity from the Competitive Supplier in accordance with this ESA. The Municipality, or Program Manager in support of the Municipality,has the right, but not the obligation, to advocate on behalf of the Eligible Customers interested in contracting for electric supply and on behalf of all Participating Customers,unless otherwise prevented by law. 2.3 COMPLIANCE WITH LAWS The Municipality represents that the Local Law has been duly adopted. Competitive Supplier specifically represents that it has exercised due diligence to review and has fully complied with all relevant regulations, requirements, and orders of the FERC,NYISO, and PSC. 2.4 CONDITIONS PRECEDENT The Municipality's obligations under this ESA shall be conditioned upon the Competitive Supplier fulfilling the following requirements: a) maintain Competitive Supplier's license from PSC (as such term is defined in the Local Distribution Utility's Terms and Conditions for Competitive Suppliers); b) execute any appropriate NYISO applications and agreements; c) obtain authorization from the FERC to sell power at market-based rates; d) complete EDI testing with Distribution Utility; e) provide all other documentation required by the Distribution Utility; and f) satisfying all insurance requirements set forth in Article 16 or elsewhere in this ESA. If Competitive Supplier has not fulfilled all such requirements fourteen days prior to the Nominal Start Date, then the Municipality may terminate this ESA without any liability from Municipality to the Competitive Supplier. 2.5 OWNERSHIP AND USE OF ELIGIBLE CUSTOMER DATA Competitive Supplier acknowledges that: 1) all Eligible Customer data (including addresses, telephone numbers or other identifying information)made available to Competitive Supplier as an agent of Municipality for such data must be protected by the Competitive Supplier and its Associated Entities to the fullest extent possible under the law; 2)the Competitive Supplier does not hold any permanent right, title or interest in this data; and 3)this data is to be obtained, retained and used by the Competitive Supplier and its Associated Entities solely to provide Firm Full-Requirements Power Supply to Participating Customers and to render other services expressly required or permitted under this ESA. Any other use of Eligible Customer data without the prior written consent of the Municipality is strictly prohibited. Competitive Supplier may share such Eligible Customer data with third-party vendors as Page 213 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 12 reasonably necessary to accommodate Competitive Supplier's provision of Firm Full- Requirements Power Supply or other performance pursuant to this ESA (including, without limitation, collection of receivables or enhancement of data exchange between the Parties to the extent permitted by applicable Governmental Rules), provided that Competitive Supplier will take reasonable measures to secure the confidential nature of such data and the restrictions set forth in this Article 2.5 and elsewhere in this ESA, and that any vendor or subcontractor is also bound by the terms and conditions of this ESA, especially those regarding data confidentiality and prohibition on non-permitted uses of data through a signed data security agreement, a copy of which will be provided to the Municipality within a reasonable time following Municipality's request. Except as expressly provided in this ESA, and as otherwise permitted by law, Competitive Supplier and its Associated Entities shall not disclose any Eligible Customer data to any third party and Competitive Supplier and its Associated Entities shall take all Commercially Reasonable measures to protect Eligible Customer data from access by, or beneficial use for, any third party. To the extent that the provision of Firm Full-Requirements Power Supply or other services under this ESA requires that Competitive Supplier and its Associated Entities have access to or make use of any Eligible Customer data, Competitive Supplier and its Associated Entities shall treat such Eligible Customer data as confidential information. Competitive Supplier may use Eligible Customer data to engage in direct marketing only during the term of this ESA and subject to the terms set forth in Article 18.2. A violation of this Article 2.5 shall be grounds for termination under Article 4.2(a). Competitive Supplier agrees violation of this Article 2.5 shall constitute irreparable harm. ARTICLE 3 CUSTOMER CHOICE,NOTIFICATION OF RIGHTS,ENROLLMENT 3.1 CUSTOMER CHOICE The Parties acknowledge and agree that all Participating Customers have the right, pursuant to CCA Orders, Local Law, and the Program, to change their source or product of electricity supply, as set forth in Article 2.1. The Parties represent and warrant to each other that they shall not interfere with the right of Participating Customers to opt-out of the Program, and shall comply with any rules, regulations or policies of PSC, the Distribution Utility and/or other lawful Governmental Authority regarding the procedures for opting out or of switching from one source of electric supply to another. Not inconsistent with the above, however,the Parties may take Commercially Reasonable measures to encourage Participating Customers to affirmatively agree to remain in the Program, consistent with any Governmental Rules. 3.2 NOTIFICATION TO NEWLY OPT-OUT ELIGIBLE CUSTOMERS OF OPT-OUT RIGHTS Consistent with the requirements of any applicable Governmental Rules, and within a reasonable time after the Distribution Utility notifies Competitive Supplier of the existence of a Newly Opt- out Eligible Customer and has provided to Competitive Supplier such Newly Opt-out Eligible Customer's account number, service and billing address, and other pertinent contact information, Competitive Supplier shall notify such Newly Opt-out Eligible Customer(i) of the date on which such Newly Opt-out Eligible Customer will be automatically enrolled in the Program, and(ii) that the Competitive Supplier will be providing Firm Full-Requirements Power Supply to such Newly Opt-out Eligible Customer as of the same date, subject to the opt-out provisions of the PSC Orders, Local Law, and the Program ("Opt-Out Notice"). The Opt-Out Notice shall be mailed to each such Newly Opt-out Eligible Customer prior to the date of automatic enrollment and shall: (i)prominently state all charges to be assessed by the Competitive Supplier; (ii).aage 214 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 13 minimum, provide a summary of the prices and terms included in Exhibit A; (iii) state how such Newly Opt-out Eligible Customer may opt-out of the Program prior to enrollment and remain on Default Service from the Distribution Utility; and (iv) state how all Participating Customers, subsequent to enrollment, will also have the right to opt-out at any time and return to Default Service or choose a new Competitive Supplier without paying a fee or penalty to Competitive Supplier. All such notices must be approved in advance by the Municipality. The Parties understand that with respect to official communications, time is of the essence. In providing the notifications set forth in this Article 3.2, and in otherwise conducting the activities in Article 3.4 below, the Competitive Supplier must rely upon information provided to it by the Distribution Utility for the purpose of performing its obligations. Competitive Supplier will not be responsible for any errors in connection with notification of Eligible Customers only to the extent both that: 1) such errors are caused by errors or omissions in the information provided to it by the Distribution Utility or Program Manager; and 2)it was reasonable for the Competitive Supplier to rely upon that provided information. The Municipality shall not be responsible for any such errors by the Competitive Supplier in any event. 3.3 CUSTOMER AWARENESS Upon mutual agreement concerning the content and method, either the Competitive Supplier, Municipality, or Program Manager may conduct customer awareness efforts at its sole expense. Notwithstanding anything to the contrary in this Agreement, Municipality and Program Manager shall be responsible for ensuring approval by the applicable Governmental Authority of the overall content in connection with any consumer awareness efforts, actions or notices, including but not limited to any education, outreach or similarly situated activities regarding the Program or an Eligible Consumer's ability to opt-out of the Program. 3.4 ENROLLMENT 3.4.1 Participating Customers—All Opt-out Eligible Customers as of the Effective Date will be enrolled in the Program, thus becoming Participating Customers, under the terms of this ESA unless there is a delay, through no fault of the Competitive Supplier, in obtaining information from the Distribution Utility or they opt-out during the 30-day period specified in the PSC Orders. Participating Customers may disenroll from the Program at any time thereafter with no fee or penalty. The Municipality shall authorize the Distribution Utility to provide to Competitive Supplier or to an alternative designee of the Program Manager who has agreed in writing to a data security agreement, a list of Participating Customers as of the Effective Date, as well as such Participating Customer's service and billing addresses, and any other information necessary for Competitive Supplier to commence Firm Full-Requirements Power Supply to such Participating Customers as of the Service Commencement Date. 3.4.2 Newly Opt-out Eligible Customers - If Newly Opt-out Eligible Customers elect not to opt- out of the Program as provided in Article 3.2, such Newly Opt-out Eligible Customers will be automatically enrolled by Competitive Supplier in the Program. These Newly Opt- out Eligible Customers electing not to opt out of the Program as provided in Article 3.2 shall be enrolled in the Program as set out in Exhibit A, 4.6, and at a price as defined in Exhibit A. For the avoidance of doubt, Participating Customers that have opted into the Program shall also be enrolled in the Program at a price as defined in Exhibit A. Competitive Supplier shall enroll such Newly Opt-out Eligible Customers and opt-in customers in accordance with applicable PSC and Distribution Utility rules. Page 215 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 14 3.4.3 Eligible Customers Who Have Previously Opted Out- At any time during this ESA, Eligible Customers who would otherwise be Opt-out Eligible Customers but who have previously opted out of the Program may request that they be enrolled or re-enrolled in the Program. Competitive Supplier shall provide Firm Full-Requirements Power Supply to such Eligible Customers at a price as set forth in Exhibit A. Following mutually agreed upon procedures, the Competitive Supplier is responsible for accurately and promptly transmitting information regarding Eligible Customers,to the Distribution Utility. The Competitive Supplier shall be responsible for enrolling all Eligible Customers through EDI transactions submitted to the Distribution Utility for initial enrollment in the aggregation and all enrollments thereafter. For the avoidance of doubt, Eligible Customers in service classes that are not eligible for opt-out treatment as delineated in the CCA Framework Order and the CCA Framework Modification Order may be enrolled in the Program at Competitive Supplier's discretion. 3.4.4 Customers Served by Third Parties - Customers being served under other competitive supply programs offered by third parties will not be automatically enrolled as Participating Customers under this ESA until such program terminates or is otherwise completed. Competitive Supplier agrees that Eligible Customers with an opt-out eligible service class in the Con Edison territory under such third-party competitive supply programs may affirmatively opt- in at any time and receive Firm Full-Requirements Power Supply, thereby becoming Participating Customers. Competitive Supplier further agrees that customers being served under other competitive supply programs that terminate or are otherwise completed become Newly Opt-out Eligible Customers and may be automatically enrolled as Participating Customers under the CCA Orders in accordance with Article 3.2 above. Eligible Customers who opt-in as provided in this Article 3.4.4 or who enroll following the termination or completion of another competitive supply program offered by a third party shall be enrolled in the Program at the rates reflected in Exhibit A. For the avoidance of doubt, Eligible Customers in service classes that are not eligible for Opt-out treatment as delineated in the CCA Framework Order and the CCA Framework Modification Order may be enrolled in the Program at Competitive Supplier's discretion. 3.4.5 Termination Fees. There shall be no termination fees for any residential, small commercial, or municipal Participating Customers to disenroll from the Program. Competitive Supplier will continue providing Firm Full- Requirements Power Supply until Distribution Utility processes the disenrollment. ARTICLE 4 TERM OF CONTRACT AND TERMINATION 4.1 TERM This ESA shall commence on the Effective Date,provided, however, that Competitive Supplier's obligation to provide Firm Full-Requirements Power Supply shall commence on the Service Commencement Date, and shall terminate as delineated in Exhibit A, unless this ESA is terminated earlier under Article 4.2 below ("Term"). 4.2 TERMINATION This ESA may be terminated at any time upon written notice: a) by the Municipality, or the Competitive Supplier, if the other Party fails to remedy or cure Page 216 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 15 any breach of any material provision or condition of this ESA (including, but not limited to, Article 2.5 and Article 9),but excluding the failure to provide or arrange for Firm Full- Requirements Power Supply, which is addressed in Article 4.2(f), within sixty (60) days following written notice to do so by the non-breaching party; or b) by the Municipality, or the Competitive Supplier, if any material provision or condition of this ESA be finally adjudged invalid by any court of competent jurisdiction, or if any Governmental Authority exercises any lawful jurisdiction so as to invalidate or disapprove this ESA in whole or in significant part; or c)by the Municipality,if a Regulatory Event that is not a Qualifying Regulatory Event affects the Competitive Supplier and Competitive Supplier incurs costs and chooses to allocate and collect excess costs from Participating Customers; or d)by the Municipality, if a court, PSC or other lawful authority adjudicates contrary to Article 6; or e)by the Municipality, i) if an order is entered against the Competitive Supplier approving a petition for an arrangement, liquidation, dissolution or similar relief relating to Bankruptcy or insolvency and such order remains unvacated for thirty (30) days; or(ii)immediately if the Competitive Supplier shall file a voluntary petition in Bankruptcy or any petition or answer seeking any arrangement, liquidation or dissolution relating to Bankruptcy, insolvency or other relief for debtors or shall seek, consent to, or acquiesce in appointment of any trustee, receiver, or liquidation of any of Competitive Supplier's property; or f) notwithstanding the foregoing, the failure of Competitive Supplier to provide or arrange for Firm Full-Requirements Power Supply to Participating Customers, in the absence of Force Majeure or the Municipality's failure to perform, shall constitute an act of default, and the Municipality may terminate this ESA upon giving written notice and without a cure period. In the event the Competitive Supplier has performed its obligations hereunder and its failure to arrange for or provide Firm Full-Requirements Power Supply is a direct result of actions or non- actions by any transmission service provider, the Distribution Utility, or the NYISO, the Competitive Supplier's failure shall not be deemed to be an act of immediate default and would be subject to remedy or cure as provided in Article 4.2(a). 4.3 OBLIGATIONS UPON TERMINATION Following termination of this ESA, the Parties shall each discharge by performance all obligations due to any other Party that arose up to the date of termination of the ESA and Competitive Supplier shall continue to have the right to collect all monies due for services rendered to that date. Upon termination of this ESA, Competitive Supplier shall have all Participating Customers switched back to obtaining supply from the Distribution Utility or another supplier by submitting drop requests of all Participating Customers via EDI or alternative data protocol to the Distribution Utility in a form acceptable to the Distribution Utility. Competitive Supplier shall provide written notice to Program Manager at least sixty (60) days prior to submitting any such Participating Customer drop requests in accordance with Article 4.3, which notice shall include the timing of submission of such requests to the Distribution Utility,that Competitive Supplier intends to be executed before or in anticipation of the termination of this ESA; provided, however, that Competitive Supplier's notice obligation shall not apply to any Participating Customer drop that is initiated by a Participating Customer. 4.4 EXTENSION Page 217 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 16 The ESA may be extended beyond the termination date established in Article 4.1 by mutual, written agreement of the Parties. Any new pricing terms shall be added to and replace Exhibit A as Exhibit A Extension. Upon any such extension, this ESA shall continue to be in effect, and all provisions of the ESA shall retain the same force and effect as before the extension, unless it is terminated by any Party pursuant to the provisions of Article 4.2 or until the date stated in such extension. ARTICLE 5 CONTINUING COVENANTS The Competitive Supplier agrees and covenants to perform each of the following obligations during the term of this ESA. 5.1 STANDARDS OF MANAGEMENT AND OPERATIONS In performing its obligations hereunder, during the term of this ESA, the Competitive Supplier shall exercise reasonable care to assure that its facilities are prudently and efficiently managed; that it employs an adequate number of competently trained and experienced personnel to carry out its responsibilities; that it delivers or arranges to deliver an uninterrupted supply of such amounts of electricity to the Point of Delivery as are required under this ESA; that it complies with all relevant industry standards and practices for the supply of electricity to Participating Customers; and that, at all times with respect to Participating Customers,it exercises good practice for a Competitive Supplier and employs all Commercially Reasonable skills, systems and methods available. 5.2 CUSTOMER SERVICE ACCESS The Competitive Supplier agrees to provide, or cause to be provided, certain customer services to Participating Customers. Such services shall be reasonably accessible to all Participating Customers, shall be available during normal working hours, shall allow Participating Customers to transact business they may have with the Competitive Supplier, and shall serve as a communications liaison among the Competitive Supplier, the Municipality, and the Distribution Utility. A toll-free telephone number will be established by Competitive Supplier and be available for Participating Customers to contact Competitive Supplier during normal business hours (9:00 A.M.- 5:00 P.M. Eastern Time,Monday through Friday)to resolve concerns, answer questions and transact business with respect to the service received from Competitive Supplier. To the extent practicable, the Administrator will provide to Municipality, and the Municipality will post program-related information on the Municipality's website which will be available to Participating Customers for general information, comparative pricing,product, and service information, and other purposes. 5.3 RESPONDING TO REQUESTS FOR INFORMATION To the extent authorized by the Participating Customer(s) and to the extent such individual permission is required by law, the Competitive Supplier shall, during normal business hours (as set forth above), respond promptly and without charge therefore to reasonable requests of the Municipality for information or explanation regarding the matters covered by this ESA and the supply of electricity to Participating Customers, but excluding any confidential or proprietary information of the Competitive Supplier. Competitive Supplier agrees to designate a service representative or representatives (the "Service Contacts")who shall be available for these purposes, and shall identify the email address and telephone number of such representativpe 218 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 17 Whenever necessary to comply with this Article 5.3, the Service Contacts shall call upon other employees or agents of the Competitive Supplier to obtain such information or explanation as may be reasonably requested. Nothing in this Article 5.3 shall be interpreted as limiting the obligation of the Competitive Supplier to respond to complaints or inquiries from Participating Customers, or to comply with any regulation of PSC regarding customer service. 5.4 ARRANGING FOR FIRM FULL-REQUIREMENTS POWER SUPPLY Competitive Supplier shall participate in or make appropriate arrangements with NYISO, any relevant regional transmission organization, wholesale suppliers or any other entity to ensure an uninterrupted flow of Firm Full-Requirements Power Supply to the Distribution Utility for delivery to Participating Customers, and exercise all Commercially Reasonable efforts to cooperate with NYISO or any other entity to ensure a source of back-up power in the event that Competitive Supplier is unable to deliver Firm Full-Requirements Power Supply to the Point of Delivery. In the event the Competitive Supplier is unable to deliver sufficient electricity to the grid to serve Participating Customers, the Competitive Supplier shall utilize such arrangements and exercise all Commercially Reasonable efforts as may be necessary to continue to serve Participating Customers under the terms of this ESA, and shall bear any costs it may incur in carrying out these efforts and obligations. Competitive Supplier shall not be responsible to the Municipality or any Participating Customers in the event that, through no fault of the Competitive Supplier or its Associated Entities, the Distribution Utility disconnects, curtails or reduces service to Participating Customers (notwithstanding whether such disconnection is directed by NYISO). 5.5 NON-DISCRIMINATORY PROVISION OF SERVICE Competitive Supplier shall supply electric energy to the Point of Delivery to all Participating Customers on a non-discriminatory basis; provided,however, that those prices and other terms may vary in accordance with reasonably established service classes (e.g.,residential and small commercial as defined by the Distribution Utility) or by such other categories as appear in Exhibit A. To the extent applicable, Competitive Supplier's prices, terms and conditions shall be in accordance with the New York General Laws, the regulations of PSC, and other applicable Governmental Rules or provision of law. To the extent required by law and/or the conditions of any PSC approval of this ESA, the Competitive Supplier may not deny service to an Eligible or Participating Customer for failure to pay the bills of any other electric company (whether engaged in the distribution, transmission, or generation of electricity) or of any other aggregator, marketer or broker of electricity,but may reasonably deny or condition new service, or terminate existing service,based upon any Participating Customer's failure to pay bills from the Competitive Supplier, subject to any applicable provisions of law or applicable PSC orders or regulations. Provision of electric energy supply shall be subject to Competitive Supplier's Standard Credit Policy, to the extent permitted by law, as described in Exhibit A. 5.6 APPROVAL OF GENERAL COMMUNICATIONS Competitive Supplier shall cooperate with the Municipality in the drafting and sending of messages and information to Eligible or Participating Customers concerning the Program or any matter arising under or related to this ESA. Competitive Supplier shall,prior to sending,whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill insert 219 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 18 electronic mail, or other similar written or electronic communication (collectively, "General Communications")to Eligible or Participating Customers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual customer), provide a copy of such General Communication to the Municipality and to Program Manager for its review to determine whether it is consistent with the purposes and goals of the Municipality and Program Manager, except that approval shall not be required for any communications that are standardized by the Governmental Rules or applicable law, in which case they will be considered already approved by all Parties. The Municipality and Program Manager understand that time is of the essence regarding their review and that Competitive Supplier is dependent on their timeliness to ensure that its obligations are met. The Municipality or Program Manager shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Municipality, factually inaccurate or likely to mislead; provided, however: (i)that the communication shall be deemed approved if the Municipality and Program Manager fails to respond within seven (7) calendar days (not including weekends and holidays); and(ii)that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or(b) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included in such bill not within the scope of(a) above shall require approval. If the Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the Municipality,the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such communication that it has not been endorsed by the Municipality, and (ii)has previously provided all Participating Customers a meaningful chance to opt not to receive such General Communications. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Completive Supplier's notice to exercise or enforce its rights under the ESA, including but not limited to any notice of Force Majeure or Change in Law. 5.7 COMMUNICATION OF INSERTS AND MESSAGES Competitive Supplier shall, without increasing the prices reflected Exhibit A,print and mail one letter or postcard per year to all active Participating Customers, the design of which shall be determined by the Municipality or Program Manager. The letter or postcard shall be limited to one page, double-sided,and printed in color with each Municipality's identification. Any additional expenses outside of the limitations set forth above shall be paid by Program Manager. In addition, Competitive Supplier agrees that if it communicates with Participating Customers directly, and unless prevented for regulatory or other such reasons from doing so, it shall allow the Municipality or Program Manager to include no less than three (3)inserts per year into such communications, provided that the Program Manager or Municipality, where appropriate, pays the cost of printing and reproducing such insert and any incremental postage or handling costs the Competitive Supplier may incur as a result of including such insert. Competitive Supplier shall have the right to disapprove such General Communications (that is communications other than those pertaining to the Municipality's demand-side management, energy efficiency programs and technology, and renewable energy programs, if applicable) and suggest revisions if it finds the communication inconsistent with its business interests, factually inaccurate or likely to mislead; provided,however: (i) that the communication shall be deemed approvif e220 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 19 Competitive Supplier fails to respond within seven (7) calendar days after receipt(not including weekends and holidays); and (ii)that no approval shall be necessary for any communication which has been ordered by PSC or any other Governmental Authority to be so communicated. Competitive Supplier shall notify Program Manager at least two (2)weeks before a direct communication to Participating Customers is to be mailed. Program Manager shall provide Program General Communications insert file within seven (7) calendar days of receiving such notice. Competitive Supplier agrees to allow and facilitate the Program Manager to utilize the supplier messages area of the bill for Program communications; provided,however, Program Manager shall provide a written request to Competitive Supplier of not less than fourteen (14) days, which requests details the message to be included on the bill, and any such message shall be subject to Competitive Supplier's approval, such approval not to be unreasonably withheld. 5.8 AGGREGATE CONSUMPTION INFORMATION AND PARTICIPATING CUSTOMER LISTS To the extent not prohibited by any Governmental Rule or expressly prohibited by any Participating Customer(s), the Competitive Supplier shall,upon request of the Municipality or of Program Manager, provide aggregate consumption information as the Municipality or Program Manager may request to the extent such information is available to Competitive Supplier. Competitive Supplier shall provide Participating Customer lists in an electronic format, secure transfer mode, frequency and format as set out in Exhibit C, subject to a data security agreement for customers who have not requested that their personal information be denied to Program Manager or to Municipality and subject to all Governmental Rules. 5.9 COMPLIANCE WITH LAWS The Parties shall promptly and fully comply with all existing and future Governmental Rules of all Governmental Authorities having jurisdiction over the activities covered by this ESA. 5.10 CONSENT Whenever performance of an obligation of any Party hereto requires the consent or approval of any Governmental Authority, such Party shall make Commercially Reasonable efforts to obtain such consent or approval. In the event the Competitive Supplier requests the Municipality's assistance in obtaining such consent or approval and the Municipality anticipates that it will incur costs in fulfilling the Competitive Supplier's request, it shall give the Competitive Supplier an estimate of such costs. Upon receiving the estimate, Competitive Supplier shall determine whether it will continue to request the Municipality's assistance, and if so, the Competitive Supplier shall reimburse the Municipality for all costs,up to the estimated dollar amount, reasonably incurred by the Municipality in connection with such efforts. ARTICLE 6 ROLE OF THE MUNICIPALITY Under this ESA,the Municipality shall not actually receive,take title to, or be liable for the supply or delivery of Firm Full-Requirements Power Supply in any manner whatsoever. The Parties specifically agree that the role of the Municipality is established under the PSC Orders and Local Law and may include negotiating the terms and conditions under which Firm Full- Requirements Power Supply will be provided by the Competitive Supplier under this ESApbt 221 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 20 the sole obligation of the Competitive Supplier to arrange for delivery of Firm Full- Requirements Power Supply to Participating Customers. The Parties agree that,with regards to electricity, Municipality is not a"public utility company" or providing any "public utility service"within the meaning of GML 360 and Article 4 of Public Service Law as a result of this ESA. Should a court, PSC, or other lawful authority adjudicate to the contrary, the provisions of 4.2 a) shall apply. However, the Municipality may be considered to be operating a municipal load aggregation plan pursuant to the PSC Orders and Local Law. The Competitive Supplier hereby agrees that it will take no action, whether directly or through its Associated Entities, that would make the Municipality liable to any Participating Customer due to any act or failure to act on the part of the Competitive Supplier or its Associated Entities relating to the delivery, supply of or billing for Firm Full-Requirements Power Supply. The initial program notification letter will be delivered at the Competitive Supplier's expense, with a Business Reply Mail insert to allow Eligible Customers to opt out without postage expense. Municipality may conduct additional outreach to the community, and will report to Program Manager on their endeavors to inform residents and small commercial customers about the Program. In case of any doubt, Municipality shall retain final control of content related to all such additional communications. ARTICLE 7 ROLE OF PROGRAM MANAGER 7.1 PROGRAM MANAGER DUTIES Sustainable Westchester Inc, as Program Manager, agrees to: a. Provide the involved agencies and parties, such as but not limited to the PSC or Distribution Utility,requested information about and documentation of the actions undertaken by the Municipality in furtherance of enabling participation in the Program; b. Prepare, or cause to be prepared, and provide the Municipality with requested and non- confidential information that the involved agencies and parties, such as but not limited to the PSC or Distribution Utility,provide to the Program Manager in furtherance of establishing the Program; c. Upon execution hereof, initiate all the necessary steps to secure the needed information to fulfill the customer notification requirements of the PSC Orders,including but not limited to the following: File final versions of the customer opt-out letters, after the supply procurement is finalized, that provide details on the Program. Agreeing to protect that information consistent with the discussion in the body of this Order. In addition, Program Manager will file any Requests for Proposals, or Requests for Information, and similar documents, as well as any contracts entered into for energy supply as required under relevant Government Rules. d. Sign the ESA in a timely fashion including the conditions that the Competitive Supplier is verified to be a qualified electricity supplier by the NYISO in the Distribution Utility's service territory and the Competitive Supplier's response to the Energy Procurement Request for Proposals is deemed compliant with the terms and conditions set forth in the ESA; Page 222 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 21 e. Provide the Municipality with timely communications content to implement customer notification requirements for approval, not to be unreasonably withheld, given the projected schedule of Program's implementation; f. Fulfill any other responsibilities as may reasonably adhere to facilitating the implementation of the Program, subject to the Program Manager's inherent and original role as an organization driven by the deliberated priorities of its constituent member municipalities; and g. Fulfill any other responsibilities as set forth in this agreement herein. 7.2 PROGRAM MANAGER FEE Competitive Supplier shall pay Program Manager$0.00175 for each kWh delivered, invoiced and paid for by Participating Customers during the Term ("Program Manager Fee" or"Fee"). The Parties agree that Competitive Supplier will remit the Program Manager Fee to the Program Manager, pursuant to the terms of this ESA. Competitive Supplier shall pass through such payments to Sustainable Westchester, Inc. for the duration of this ESA. This provision shall be binding upon the Parties and all permitted assigns and other successors-in-interest of the Parties. 7.3 PAYMENT OF FEE Payment to Program Manager will be made monthly by Automated Clearing House ("ACH") (an electronic network for financial transactions)to the account indicated by Program Manager, provided that Competitive Supplier has received payment with respect to the electricity used by the Participating Customers. The Program Manager Fee shall be paid by the last business day of the month based on revenue collected by Competitive Supplier with respect to each Participating Customer during the calendar month two months prior. For example, full payments received in January will be paid by the end of March. If Competitive Supplier has paid a past Fee in error (or the payment was based on information subsequently determined invalid), it may deduct from or add to future payments due under this ESA and provide a sufficiently detailed explanation of the error. Program Manager shall provide the Municipality with a reasonably detailed accounting not less than annually of the program impact, financial and other, including revenues received and expenses incurred on communication, administration and legal expenses. 7.4 INDEPENDENT CONTRACTOR The Parties agree that Program Manager is not an agent or employee of Competitive Supplier for any purpose. All expenses which are incurred by Program Manager in connection with this ESA shall be borne wholly and completely by Program Manager. Program Manager shall be responsible for all state, federal, and local taxes, including estimated taxes and social security and employment reporting for Program Manager or any employees or agents of Program Manager. 7.5 AUCTION SERVICE FEE Competitive Supplier shall, for the duration of this ESA,pay the auction service company, AuctionURenergy LLC ("Auction Service Company"), $0.00015 for each kWh delivered, invoiced and paid for by Participating Customers during the Term ("Auction Service Fee"). This provision shall be binding upon the Parties and all permitted assigns and other successors-in-interest of t e223 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 22 Parties, subject to the execution of any necessary separate agreement between the Auction Service Company and Competitive Supplier. Payment to the Auction Service Company shall be made monthly by ACH to the account indicated by the Auction Service Company,provided that Competitive Supplier has received payment with respect to the electricity used by the Participating Customers. The Auction Service Fee shall be paid by the last business day of the month based on revenue collected by Competitive Supplier with respect to each Participating Customer during the calendar month two months prior. For example, for full payments received from Participating Customers in January the Auction Service Fee associated with those payments will be paid by the end of March. If Competitive Supplier has paid a past Auction Service Fee in error (or the payment was based on information subsequently determined invalid), it may deduct from or add to future payments due to the Auction Service Company and provide a sufficiently detailed explanation of the error. ARTICLE 8 PRICES AND SERVICES; BILLING 8.1 SCHEDULE OF PRICES AND TERMS Competitive Supplier agrees to provide Firm Full-Requirements Power Supply and other related services as expressly set forth herein in accordance with the prices and terms included in Exhibit A to this ESA, which Exhibit is hereby incorporated by reference into this ESA. 8.2 OBLIGATION TO SERVE As between the Parties, Competitive Supplier has the sole obligation to obtain sources of supply, whether from generating facilities owned or controlled by its affiliates, through bilateral transactions, or the market, as may be necessary to provide Firm Full-Requirements Power Supply for all of the Participating Customers under the Program. Competitive Supplier, except as explicitly limited by the terms included in Exhibit A, shall be obligated to accept all Participating Customers, regardless of their location or energy needs provided such Participating Customers are eligible under the applicable regulations and tariffs of the Distribution Utility. 8.3 METERING The Distribution Utility will be responsible for any metering which may be required to bill Participating Customers in accordance with the Distribution Utility's Terms and Conditions for Competitive Suppliers. 8.4 TERMS AND CONDITIONS PERTAINING TO INDIVIDUAL ACCOUNT SERVICE 8.4.1 Title Title to Firm Full-Requirements Power Supply will transfer from Competitive Supplier to Participating Customers at the Point of Sale. In accordance with the Distribution Utility's Terms and Conditions for Competitive Suppliers, the Competitive Supplier will be responsible for any and all losses incurred on the local network transmission systems and distribution systems, as determined by the Distribution Utility. Page 224 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 23 8.4.2 Billing and Payment Unless otherwise specified in an Exhibit to this ESA, all billing under this ESA shall be based on the meter readings of each Participating Customer's meter(s)performed by the Distribution Utility. Competitive Supplier shall cause the Distribution Utility to prepare and mail bills to Participating Customers monthly. The Competitive Supplier shall adopt the billing and payment terms offered by the Distribution Utility to its Eligible Customers on Default Service. If actual meter date is unavailable, the Competitive Supplier may cause the Distribution Utility to bill based on its good faith estimates of usage. Any overcharge or under-charge will be accounted for in the next billing period for which actual meter data is available. 8.4.3 Regional and Local Transmission The prices quoted in Exhibit A do not include current and future charges for distribution service costs collected by the Distribution Utility under its distribution service tariff or local transmission costs as may be imposed by NYISO or individual electric utilities that have FERC transmission tariffs. The Competitive Supplier understands that these costs will be collected by the Distribution Utility. If, in the future, Competitive Supplier becomes responsible for such distribution or transmission costs, Competitive Supplier shall be entitled to collect such costs from Participating Customers to the extent permitted by any Governmental Rules. These costs are "pass through" costs as determined by the appropriate regulatory agencies. 8.4.4 Taxes All sales, gross receipts, excise or similar taxes imposed with respect to the sale or consumption of Firm Full-Requirements Power Supply required to be collected by the Competitive Supplier shall be included on the Participating Customer's bill and shall be remitted to the appropriate taxing authority by Competitive Supplier. For avoidance of doubt, it is understood that the Competitive Supplier shall include gross receipts tax in its preparation of Participating Customers' bills. Participating Customers shall be responsible for all taxes that are customarily imposed upon a purchaser of electricity and are associated with electricity consumption under the ESA. The Parties acknowledge and agree that Participating Customers shall be responsible for identifying and requesting any exemption from the collection of any tax by providing appropriate documentation to Competitive Supplier. For avoidance of doubt, Competitive Supplier shall be responsible for all taxes imposed upon it as a supplier of electricity, including taxes on Competitive Supplier's income. ARTICLE 9 COMPLIANCE WITH THE PSC ORDERS Competitive Supplier agrees that it, and its Associated Entities directly or indirectly involved in providing services or meeting the Competitive Supplier's obligations under the ESA, will comply with the applicable provisions of the PSC Orders and any regulations, orders or policies adopted pursuant thereto. ARTICLE 10 SERVICE PROTECTIONS FOR RESIDENTIAL CUSTOMERS 10.1 UNIFORM BUSINESS PRACTICES COMPLIANCE Competitive Supplier agrees that it and its Associated Entities directly or indirectly involved in providing services or meeting the Competitive Supplier's obligations under the ESA shall comply with the provisions of the Uniform Business Practices, as applicable to Competitilpage 225 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 24 Suppliers, and any amendments thereto, notwithstanding any relief from the Uniform Business Practices offered by the PSC to the Program. In addition,the Competitive Supplier and its Associated Entities agree to comply with any code of conduct or policies the PSC may adopt in accordance with the PSC Orders and to all related Orders of Case 14-M-0564 and 14-M-0224 to which the Program Manager is required to adhere, notwithstanding any relief from the Uniform Business Practices offered by the PSC to the Program. 10.2 DESCRIPTION OF SUPPLIER'S PROCEDURES AND SERVICES The Competitive Supplier shall, no later than ten days after a request from Municipality or Program Manager, provide a written, detailed description of its billing and termination procedures, customer services, confidentiality and related practices and procedures for approval by the Municipality (which approval shall not be unreasonably withheld). Such written description shall also include the Competitive Supplier's plans for protecting the rights and protections of Participating Customers under the Home Energy Fair Practices Act which requires that all utility customers be treated fairly with regard to application for service, customer billing, and complaint procedures. If the Participating Customer(s) so permit(s) or to the extent such permission is required by law or the terms of any PSC order with respect to this ESA, the Competitive Supplier agrees to provide notice to the Municipality of any customer complaints received from a Participating Customer, and the Municipality shall have the right, but not the obligation, to participate in resolution of the dispute, to the extent that such complaints relate directly to the Program, and to the extent permitted by PSC regulations and other applicable law. The failure to timely submit such written description, or the submission of practices and procedures which materially fail to comply with PSC regulations and policies, shall be deemed grounds for termination of this ESA, at the discretion of the Municipality after providing written notice of such failure to the Competitive Supplier and allowing the Competitive Supplier sixty (60) days to cure such failure. 10.3 DISPUTE RESOLUTION In accordance with the Uniform Business Practices, in the event of a dispute regarding an invoice or Competitive Supplier's service, whether directly or through its Associated Entities, under this ESA, a Participating Customer may initiate a formal dispute resolution process by providing written notice to the PSC. The PSC will assist the Parties in reaching a mutually acceptable resolution. If no such resolution is reached within 40 calendar days of receipt of the formal written notice, any Party may request an initial decision from PSC. Parties may appeal this decision. ARTICLE 11 NON-DISCRIMINATION IN HIRING AND EMPLOYMENT Competitive Supplier agrees that it shall conduct its operations and activities under this ESA in accordance with all applicable state and federal laws regarding non-discrimination in hiring and employment of employees, and will require all Associated Entities to do the same. ARTICLE 12 POWER SUPPLY INFORMATION AND ACCESS TO INFORMATION 12.1 POWER SUPPLY INFORMATION 12.1.1 Monthly Report of Sales Page 226 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 25 Competitive Supplier shall, to the extent permitted by applicable Governmental Rules, provide the Municipality or its agent with the following monthly reports as shown on Exhibit B attached hereto within 30 days of the end of the month: 1. kWh and counts disaggregated by municipality, utility zone, customer type, service class,product 2. Add-Drop report with count of transactions for drop categories Moved, Changed Supplier, Opt-out, Other, and add categories of Opt-in and Newly Eligible. All reports provided under this 12.1 shall be provided in electronic format. 12.1.2 Customer-Related Data On and after the Service Commencement Date, Competitive Supplier will maintain customer- related data in electronic form including utility account number,billing name, billing address, service address historical usage, demand, and ICAP (Installed Capacity) data. A violation of this Article 12.1.2 shall be grounds for termination under Article 4.2(a)unless such violation is due to a system or reasonable administrative error and the Competitive Supplier demonstrates to the Municipality's satisfaction that such system or administrative error exists and that the Competitive Supplier is acting in good faith to resolve such issue. 12.1.3 Standard of Care Competitive Supplier and its Associated Entities shall use all Commercially Reasonable efforts in preparing and providing any information or data required under the ESA. To the extent that Competitive Supplier determines that any information or data provided hereunder is in error, it shall provide corrections to such information or data to the Municipality or its agent within a Commercially Reasonable time. 12.2 POWER SUPPLY REPORT Competitive Supplier agrees to comply with any current and/or future rules and regulations related to Environmental Disclosure Labels in the State of New York, including the creation of separate labels to reflect renewable CCA products within the Competitive Supplier's portfolio, as well as individual municipal renewable purchases within the CCA program. Unless the Environmental Disclosure Label requirement is waived by PSC, Competitive Supplier shall present a copy of the current Environmental Disclosure Label annually or as required by the PSC of all Competitive Suppliers to be disclosed to their Participating Customers, which includes information pertaining to Competitive Supplier's power supply and a reasonably detailed description of the sources of Competitive Supplier's power supply used to serve Participating Customers pursuant to this ESA, except to the extent such disclosure would violate any confidentiality obligations of Competitive Supplier. 12.3 BOOKS AND RECORDS Competitive Supplier shall keep their books and records in accordance with any applicable regulations or guidelines of PSC, FERC, and any other Governmental Authority and generally Page 227 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 26 accepted accounting principles. The Municipality will have electronic access to any reports mandated by the Securities and Exchange Commission which are available on the Internet "EDGAR" system. Upon reasonable request by the Municipality and at the Municipality's reasonable expense, Competitive Supplier or its Associated Entities shall provide reasonable back up for any charge under this ESA questioned by the Municipality. 12.4 COPIES OF REGULATORY REPORTS AND FILINGS Upon reasonable request, Competitive Supplier shall provide to the Municipality a copy of each public periodic or incident-related report or record relating to Competitive Supplier's obligations under this ESA and which it files with any New York or federal agency regulating rates, service, compliance with environmental laws, or compliance with affirmative action and equal opportunity requirements, unless the Competitive Supplier is required by law or regulation to keep such reports confidential. Competitive Supplier shall be reimbursed its reasonable costs of providing such copies, if only available in hard copy. 12.5 ADDITIONAL REQUESTS FOR INFORMATION Upon reasonable request, Competitive Supplier shall provide Program Manager or Municipality with information necessary to comply with the CCA Orders, including but not limited to information concerning Participating Customer complaints and reasons for opting out of the Program. Competitive Supplier shall make Commercially Reasonable efforts to maintain Participating Customer records in a manner that facilities the Parties compliance with the CCA Orders. ARTICLE 13 RESOLUTION OF DISPUTES; CHOICE OF LAW AND FORUM 13.1 CHOICE OF LAW AND FORUM This ESA and the rights of the Parties shall be interpreted and determined in accordance with the laws of the State of New York without respect to conflicts-of-laws principles. Any litigation arising hereunder shall be brought solely in the appropriate federal court in New York or appropriate state court sitting in the New York county in which the Municipality is located, to whose jurisdiction the Parties hereby assent,waiving all objections to venue or forum. 13.2 DISPUTE RESOLUTION Unless otherwise provided for in this ESA,the dispute resolution procedures of this Article 13.2 shall be the exclusive mechanism to resolve disputes arising under this ESA. The Parties agree to use their respective best efforts to resolve any dispute(s)that may arise regarding this ESA. Any dispute that arises under or with respect to this ESA that cannot be resolved shall in the first instance be the subject of informal negotiations between the Parties involved in the dispute. The dispute shall be considered to have arisen when one Party sends the other Party(ies) involved in the dispute a written notice of dispute. The period for informal negotiations shall be fourteen (14) days from receipt of the written notice of dispute unless such time is modified by written agreement of the Parties involved in the dispute. In the event that the parties involved in the dispute cannot resolve a dispute by informal negotiations, the Parties may seek judicial enforcement subject to the provisions of this ESA. Notwithstanding the foregoing, injunctive relief may be immediately sought without resorting to alternative dispute resolution to prevent irreparable harm that would be caused by a breach of this ESA. Page 228 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 27 ARTICLE 14 INDEMNIFICATION 14.1 INDEMNIFICATION BY THE COMPETITIVE SUPPLIER In addition to any other remedies available to the Municipality at law or equity, and notwithstanding any other provision contained herein, the Competitive Supplier shall indemnify, defend and hold harmless the Municipality and the Program Manager("Indemnified Parties") and the Indemnified Parties' elected officials, officers, employees, agents, representatives, and independent contractors from and against any and all costs, claims, liabilities, damages, expenses (including reasonable attorneys' fees), causes of action, suits or judgments, incurred by, on behalf of or involving any one of the foregoing parties to the extent arising directly from or in connection with (i) any material breach by Competitive Supplier or its Associated Entities of its obligations, covenants, representations or warranties contained in this ESA and not resulting from the actions (or omissions where there is a duty to act) of the NYISO, Distribution Utility, the Municipality or its employees, or(ii) any action or omission taken or made by the Competitive Supplier or its Associated Entities in connection with Competitive Supplier's performance of this ESA. 14.2 NOTICE OF INDEMNIFICATION CLAIMS If the Municipality or Program Manager seeks indemnification pursuant to this Article 14,it shall notify Competitive Supplier of the existence of a claim, or potential claim as soon as practicable after learning of such claim, or potential claim, describing with reasonable particularity the circumstances giving rise to such claim. 14.3 SURVIVAL Notwithstanding any provision contained herein, the provisions of this Article 14 shall survive the termination of this ESA for a period of two (2) years with respect to (i) any claims which occurred or arose prior to such termination and(ii) any losses occurring as a result of the termination. 14.4 DUTY TO MITIGATE Each Party agrees that they have a duty to mitigate damages and covenant that they will use Commercially Reasonable efforts to minimize any damages they may incur as a result of the other Party's performance or non-performance of this ESA. ARTICLE 15 REPRESENTATIONS AND WARRANTIES 15.1 BY THE COMPETITIVE SUPPLIER As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Municipality as of the Effective Date that the following are true: a) This ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with the ESA's terms, subject to applicable law, and the Competitive Supplier can and will perform its obligations hereunder to the Municipality in conformance with the terms and conditions of this ESA, subject to bankruptcy, Page 229 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 28 insolvency, reorganization and other laws affecting creditor's rights generally and general principles of equity. b) Subject to the conditions set forth in Article 2.4: i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; ii) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; iii) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; iv) no bankruptcy is pending against it or to its knowledge threatened against it; v) none of the documents or other written information furnished by or on behalf of Competitive Supplier to or for the benefit of the Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and vi) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate. 15.2 BY THE MUNICIPALITY As a material inducement to entering into this ESA, the Municipality hereby represents and warrants to Competitive Supplier as of the Effective Date that the following are true: a) This ESA constitutes a legal, valid and binding contract of the Municipality enforceable in accordance with its terms, subject to applicable law, and Municipality will perform its obligations hereunder in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally and general principles of equity; b) The execution, delivery and performance of this ESA are within the Municipality's powers, have been or will be duly authorized by all necessary action; c) Municipality has all authorizations from local Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; and d) No bankruptcy is pending or threatened against the Municipality; 15.3 BY THE PROGRAM MANAGER As a material inducement to entering into this ESA,the Program Manager hereby represents and warrants to Competitive Supplier and Municipality as of the Effective Date that the following are true: a) This ESA constitutes a legal, valid and binding contract of Program Manager enforceable in accordance with its terms, subject to applicable law, and the Program Manager can and will perform its obligations to the Competitive Supplier in conformance with the terms and_ age 230 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 29 conditions of this ESA, subject to Bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally and general principles of equity; b) The execution, delivery and performance of this ESA are within Program Manager's powers, have been or will be duly authorized by all necessary action; c) None of the documents or other written information furnished by or on behalf of Program Manager to or for the benefit of the Competitive Supplier pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and d) Program Manager has all authorizations from any local or state Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; and e) No Bankruptcy is pending or threatened against Program Manager. ARTICLE 16 INSURANCE 16.1 In order to help support the indemnifications provided in Article 14, and its other promises and covenants stated herein, Competitive Supplier shall secure and maintain, at its own expense, before the Nominal Start Date and throughout the term of this ESA,unless otherwise specified, commercial general liability insurance of at least$1,000,000 combined single limit and excess liability coverage of at least$5,000,000 with insurers licensed to do business in the State of New York. Each of the required insurance policies shall be with insurers qualified to do business in the State of New York, with an A- or better rating for financial condition and financial performance by Best's Key Rating Guide, Property/Casualty Edition. In the event the Competitive Supplier's insurance carrier is downgraded to a rating of lower than Best's A-, Competitive Supplier shall have ninety (90) days to obtain coverage from a carrier with a rating of at least Best's A-. A certificate that each such insurance coverage is in force and effect, and listing the Municipality as an additional insured on all policies, shall be submitted on or before fourteen days prior to the Nominal Start Date and thereafter whenever renewed or requested by the Municipality. All insurers must be notified that the insurance policies must provide that a copy of any notice of cancellation or non-renewal will be sent to the Municipality. 16.2 With respect to any of the insurance policies provided by the Competitive Supplier pursuant to these requirements which are "claims made"policies, in the event at any time such policies are canceled or not renewed, the Competitive Supplier shall provide a substitute insurance policy with terms and conditions and in amounts which comply with these requirements and which provides for retroactive coverage to the date of the cancellation or non- renewal of the prior"claims-made"policy. With respect to all "claims made"policies which have been renewed,the Competitive Supplier shall provide coverage retroactive to the Nominal Start Date under this ESA. All said substitute or renewed"claims made"policies shall be maintained in full force and effect for three (3)years from the date of the termination of the ESA. 16.3 Competitive Supplier, to the extent required by law, must provide worker's compensation insurance meeting all applicable state and federal requirements. ARTICLE 17 REGULATORY EVENT/NEW TAXES 17.1 REGULATORY EVENT Page 231 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 30 If a Regulatory Event occurs, the Parties shall use their best efforts to reform this ESA to give effect to the original intent of the Parties. If despite such best efforts, a Regulatory Event affects Competitive Supplier and Program Manager and Municipality agree that Competitive Supplier is incurring excess costs as a result thereof and agrees that Competitive Supplier may recover such costs, such amount shall be allocated to and collected from Participating Customers on a per kWh basis through applicable monthly invoice(s). 17.2 QUALIFYING REGULATORY EVENT If a Qualifying Regulatory Event occurs,the Parties shall use their best efforts to reform this ESA to give effect to the original intent of the Parties. If a Qualifying Regulatory Event affects Competitive Supplier and Competitive Supplier incurs excess or reduced costs as a result thereof, such amount shall be allocated to and collected from Participating Customers on a per kWh basis through applicable monthly invoice(s). 17.3 NEW TAXES If any New Taxes are imposed for which Competitive Supplier is responsible, the amount of such New Taxes shall be allocated to and collected from Participating Customers through applicable monthly invoice(s). ARTICLE 18 MISCELLANEOUS 18.1 NO ASSIGNMENT WITHOUT PERMISSION Except in the event of the sale of all or substantially all of its retail electricity business to an entity with credit and service ability to deliver on all facets of this ESA reasonably acceptable to Municipality, Competitive Supplier or Program Manager shall not directly or indirectly assign this ESA or any of its rights, obligations and privileges under this ESA without the prior written approval of the Municipality. Such approval may be denied at the reasonable discretion of the Municipality, including if the proposed assignee does not have the experience and financial ability to fulfill all obligations of the Competitive Supplier or Program Manager in the ESA. Notwithstanding the above, any assignment of this ESA by the Competitive Supplier, whether as the result of the sale of all or substantially all of the Competitive Supplier's business related to this ESA or otherwise, shall be subject to the following requirements: (i) Competitive Supplier shall provide the Municipality with notice of the proposed assignment at least ninety (90) days prior to such assignment: (ii) Competitive Supplier's assignee shall agree in writing to be bound by the terms and conditions of this ESA; and (iii) Competitive Supplier and such assignee shall, at least ninety (90) days in advance of any assignment, reasonably demonstrate to Municipality that assignee has the experience and financial ability to fulfill all obligations of the Competitive Supplier in the ESA. The Municipality or Program Manager may assign this ESA without the prior consent of Competitive Supplier provided that the proposed assignee has at least the same financial ability as the Municipality or Program Manager and such assignment would not materially impair the rights and interests of Competitive Supplier under this ESA. The rights and obligations created by this ESA shall inure to the benefit of, and be binding upon, the successors and permitted assigns of, the respective Parties hereto. 18.2 DIRECT MARKETING Prior to the introduction of any new product or service which Competitive Supplier may 232 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 31 make available to Participating Customers or other Eligible Customers located within the Municipality, Competitive Supplier agrees to (i) give the Municipality and Program Manager written notice of such new product or service and(ii) subject to the entry into reasonable confidentiality terms to the extent permitted by law and mutually acceptable to the Parties, discuss with the Municipality and Program Manager the possible inclusion of such new product or service in this or another aggregation program undertaken by the Municipality. Competitive Supplier also agrees not to engage, whether directly or through any of its Associated Entities, in any direct marketing to any Participating Customer that relies upon Competitive Supplier's unique knowledge of, or access to, Participating Customers gained as a result of this ESA. For the purposes of this provision, "direct marketing" shall include any telephone call, mailing, electronic mail, or other contact between the Competitive Supplier and the Participating Customer with the intent to sell a new product or service. Programs of the Competitive Supplier that do not rely on unique knowledge or access gained through this ESA will not constitute such "direct marketing." Notwithstanding the foregoing, Competitive Supplier shall have no liability for the marketing, offering or provision of products or services through any of its Associated Entities to Participating or Eligible Consumers if all of the following conditions are satisfied: 1) Such activity does not suggest, hint or otherwise imply that any marketed product(s) or service(s)is/are associated with Competitive Supplier or the CCA Program; 2) Such activity does not use the trade name or trade or service marks of the Competitive Supplier; 3) Such activity does not utilize any data obtained by Competitive Supplier obtained in connection with this ESA; and 4) Competitive Supplier is not aware of any such activity. 18.3 NOTICES All notices, demands, requests, consents or other communications required or permitted to be given or made under this ESA shall be in writing and addressed to: If to Competitive Supplier: [Insert Address] Attn: [Insert] With a copy to: [Insert Address] If to Municipality: [Insert Address] With Copy to: [Insert] and if to Program Manager: Page 233 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 32 Executive Director Sustainable Westchester Inc 40 Green Street Mount Kisco,NY 10549 Notices hereunder shall be deemed properly served(i)by hand delivery, on the day and at the time on which delivered to the intended recipient at the address set forth in this ESA; (ii) if sent by mail, on the third business day after the day on which deposited in the United States certified or registered mail,postage prepaid, return receipt requested, addressed to the intended recipient at its address set forth in this ESA; or(iii) if by Federal Express or other reputable express mail service, on the next business day after delivery to such express mail service, addressed to the intended recipient at its address set forth in this ESA. Any party may change its address and contact person for the purposes of this Article 18.3 by giving notice thereof in the manner required herein. 18.4 CHANGES IN EMERGENCY AND SERVICE CONTACT PERSONS In the event that the name or telephone number of any emergency or service contact for the Competitive Supplier changes, Competitive Supplier shall give prompt notice to the Municipality and the Program Manager in the manner set forth in Article 18.3. In the event that the name or telephone number of any such contact person for the Municipality changes,prompt notice shall be given to the Competitive Supplier and the Program Manager in the manner set forth in Article 18.2. In the event that the name or telephone number of any such contact person for the Program Manager changes, prompt notice shall be given to the Competitive Supplier and the Municipality in the manner set forth in Article 18.3. 18.5 ENTIRE ESA; AMENDMENTS This ESA constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings between the Parties relating to the subject matter hereof. This ESA may only be amended or modified by a written instrument signed by all Parties hereto, duly authorized to sign such instrument. 18.6 FORCE MAJEURE If by reason of Force Majeure any Party is unable to carry out, either in whole or in part, its obligations herein contained, such Party shall not be deemed to be in default during the continuation of such inability,provided that: (i)the non-performing Party, within two (2)weeks after the occurrence of the Force Majeure, gives the other Party hereto written notice describing the particulars of the occurrence; (ii)the suspension of performance be of no greater scope and of no longer duration than is required by the Force Majeure; (iii)no obligations of the Party which were to be performed prior to the occurrence causing the suspension of performance shall be excused as a result of the occurrence; and(iv)the non-performing Party shall use Commercially Reasonable efforts to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its obligations. If(i) an event of Force Majeure caused by any strikes, lockouts or other industrial disturbances involving Competitive Supplier or its Associated Entities continues for a period of thirty (30) days or longer, or(ii) an event of Force Majeure arising from any other cause continues for a period of one hundred eighty (180) days or longer, any Party may terminate this ESA by sending the other Party a written notice as set forth in Article 4.2; provided, however, that the same shall not constitute a default under this ESA and shall not give riseogny234 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 33 damages. Additionally, Competitive Supplier shall submit all Participating Customer drops via EDI to the Distribution Utility in accordance with the rules and regulations set forth by the PSC in Case 98-M-0667. 18.7 EXPENSES Each Party hereto shall pay all expenses incurred by it in connection with its entering into this ESA, including without limitation, all of its attorney's fees and expenses. 18.8 NO JOINT VENTURE Each Party will perform all obligations under this ESA as an independent contractor. Nothing herein contained shall be deemed to constitute any Party a partner, agent or legal representative of the other Party or to create a joint venture,partnership, agency or any relationship between the Parties. The obligations of the Municipality and the Competitive Supplier hereunder are individual and neither collective nor joint in nature. 18.9 JOINT WORK PRODUCT This ESA shall be considered the work product of all Parties hereto, and, therefore, no rule of strict construction shall be applied against any Party. 18.10 COUNTERPARTS; DIGITAL SIGNATURES This ESA may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single agreement. Any signature page hereto delivered by facsimile machine or by e-mail (including in portable document format(pdf), as a joint photographic experts group (jpg) file, or otherwise) or by other digital application (e.g., Docusign or Adobe Sign) shall be binding to the same extent as an original signature page,with regard to any agreement subject to the terms hereof or any amendment thereto and may be used in lieu of the original signatures for all purposes. 18.11 WAIVER No waiver by any Party hereto of any one or more defaults by any other Party in the performance of any provision of this ESA shall operate or be construed as a waiver of any future default, whether of like or different character. No failure on the part of any Party hereto to complain of any action or non-action on the part of any other Party, no matter how long the same may continue, shall be deemed to be a waiver of any right hereunder by the Party(ies) so failing. A waiver of any of the provisions of this ESA shall only be effective with respect to an obligation to the waiving Party and shall only be effective if made in writing and signed by the Party who is making such waiver. 18.12 ADVERTISING LIMITATIONS Competitive Supplier and Municipality agree not to use, whether directly or through any of its Associated Entities, the name of the other Party, or make any reference to the other Party in any advertising or other information to be distributed publicly for marketing or educational purposes, unless the other Party expressly agrees to such usage; provided, however, that this prohibition shall not prevent Competitive Supplier or Municipality from identifying the otge 235 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 34 Party as required under the CCA Orders. Any proposed use of the name of a Party must be submitted in writing for agreement and prior written approval which may be withdrawn through a notice in writing at any time. The Municipality acknowledges that the Competitive Supplier's corporate affiliates own the exclusive right to the trademarked logo and trade name used by Competitive Supplier. No right, license or interest in this trademark and/or trade name is granted to the Municipality hereunder, and the Municipality agrees that it shall not assert any right, license or interest with respect to such trademark and/or trade name. 18.13 PRESS RELEASES The Parties agree to joint review and approval prior to issuance of all media press releases regarding this Agreement. Approval of press releases will not be unreasonably withheld. The Parties agree to cooperate in good faith prior to the issuance of any formal press release with respect to this ESA, such cooperation to include agreement as to the form, substance and timing of such formal press release. 18.14 HEADINGS AND CAPTIONS The headings and captions appearing in this ESA are intended for reference only, and are not to be considered in construing this ESA. 18.15 SURVIVAL OF OBLIGATION Termination of this ESA for any reason shall not relieve the Parties of any obligation accrued or accruing prior to such termination. 18.16 INTERPRETATION The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. All references to "$" or "dollars" mean the lawful currency of the United States of America. ARTICLE 19 REMEDIES 19.1 GENERAL Subject to the limitations set forth in Article 19.2 below and Article 4,the Parties reserve and shall have all rights and remedies available to each of them at law or in equity with respect to the performance or non-performance of the other Party hereto under this ESA. 19.2 LIMITATIONS OF LIABILITY NO PARTY HERETO SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, CONNECTED WITH OR RESULTING FROM PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, IRRESPECTIVE OF WHETHER SUCH CLAIMS ARE BY STATUTE, IN TORT OR CONTRACT. Notwithstanding the foregoing, each Party acknowledges that the preceding sentence shall not limit the other Party's rights to seek direct damages or, under Article 14.1, to seek indemnification from Competitive Supplier for consequential,Page 236 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 35 punitive, or incidental damages described in the preceding sentence or other such losses claimed by third parties. 19.3 DISCLAIMER COMPETITIVE SUPPLIER MAKES NO WARRANTIES HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. //Signatures Follow// Page 237 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 36 IN WITNESS WHEREOF, the Parties have caused this ESA to be executed by their duly authorized representatives, as required by the applicable laws of the city, town or municipality and the laws, rules and regulations of the State of New York, as of the respective dates set forth below COMPETITIVE SUPPLIER— By: Name: Title: Address: Dated: MUNICIPALITY— By: Name: Title: Address: Dated: PROGRAM MANAGER—Sustainable Westchester By: Name: Noam Bramson Title: Executive Director Address: 40 Green Street,Mount Kisco,NY 10549 Dated: Page 238 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 37 EXHIBIT A—PRODUCTS,PRICES AND TERMS 1. Competitive Supplier shall offer to Eligible Consumers and provide to Participating Customers the following "50% Renewable Clean Power Product" at the prices indicated below: Service Class Fixed price per kWh Residential& Small Commercial $0.#####* *Villages and cities in Westchester assess Gross Receipts Tax("GRT")on energy sales.The price in the table above does not include GRT.GRT is reflected in the rate billed by the Distribution Utility and will remitted to the municipality by supplier as required under 8.4.4. 2. Competitive Supplier shall also offer to Eligible Customers and provide to Participating Customers the following "100°/a Renewable Clean Power Product" at the prices indicated below: Service Class Fixed price per kWh Residential& Small Commercial $0.#####* *Villages and cities in Westchester assess Gross Receipts Tax("GRT")on energy sales.The price in the table above does not include GRT.GRT is reflected in the rate billed by the Distribution Utility and will be remitted to the municipality by supplier as required under 8.4.4. The Default Product shall be the product selected by the Municipality in this Agreement. The product not selected by the Municipality as the Default Product shall be deemed the Alternative Product for the purpose of this Exhibit A,and Participating Customers may choose between the Default Product or the Alternative Product at the Participating Customer's sole discretion. 3. FURTHER DEFINITIONS "50% Renewable Clean Power Product"means Firm Full-Requirements Power Supply matched with 50%New York Voluntary EDP Renewable RECs. This 50%Renewable Clean Power Product includes a voluntary purchase of Renewable Energy Certificates ("RECs"), supporting the NY Environmental Disclosure Program that are sourced from New York Voluntary EDP Renewable RECs in an amount equal to 50% of the Participating Customers' electricity usage including any additional RECs required to account for line loss. This is in addition to Competitive Supplier's obligation to make REC purchases associated with New York Clean Energy Standard requirements applicable to Competitive Supplier. "100°/a Renewable Clean Power Product"means Firm Full-Requirements Power Supply matched with 100%New York Voluntary EDP Renewable RECs. This 100% Renewable Clean Power Product includes a voluntary purchase of RECs, supporting the NY Environmental Disclosure Program that are sourced from New York Voluntary EDP Renewable RECs in an amount equal to 100% of the Participating Customers' electricity usage including any additional RECs required to account for line loss. This is in addition to Competitive Supplier's obligation to make REC purchases associated with New Yoirk&j@a239 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 38 Energy Standard requirements applicable to Competitive Supplier. "New York Voluntary EDP Eligible RECs"means the voluntary purchase of Renewable Energy Certificates ("RECs")which comply with the attribute delivery rules set forth in the New York Generation Tracking System("NYGATS") Operating Rules, supporting the NY Environmental Disclosure Program that are sourced from NY EDP Eligible Renewable Resources. "NY Public Policy Transmission Project Costs"means costs or charges imposed by the NYISO (including without limitation, Work in Progress charges or other related transmission costs not including charges under NY TOTS Project Costs or Ancillary Services And Other ISO Costs) associated with the development of the transmission facilities under the NYISO's Public Policy Transmission Planning Process and in compliance with FERC Order No.1000 (Stats. & Regs 31,323 issued July 2011, as may be amended or modified from time to time during the term of this ESA). "NY CFC Transmission Costs"means any statewide allocation of costs or charges imposed by the NYISO associated with the development of approved local transmission facilities under the Climate Leadership and Community Protection Act pursuant to the"Order Approving Phase 2 Areas Of Concern Transmission Upgrades"issued by the PSC on February 16,2023 in Case No. 20-E-0197, as may be amended or modified from time to time during the term of this ESA. "NY EDP Eligible Renewable Resource"means any electric power generator meeting the NY Environmental Disclosure Program eligibility criteria of a NY renewable energy generating source which comply with the attribute delivery rules set forth in the NYGATS Operating Rules, supporting the NY Environmental Disclosure Program, as of the Effective Date of this Agreement. RECs will be retired for all participants collectively at the Program level. "NY Environmental Disclosure Program" (also referred to as the "NY EDP Program")means the environmental disclosure program administered by the New York State Department of Public Service,through which load serving entities periodically inform their customers of the fuel source, emissions and other characteristics of the electricity resources supplied to them. 4. TERMS FOR SUPPLY SERVICE 4.1. Period of Delivery. The period of delivery shall be consistent with the provisions of Article 4 and Exhibit A of this ESA. 4.2. Service Commencement Date. Firm Full-Requirements Power Supply will commence at the prices and terms stated in this Exhibit A herein as of each Participating Customer's first meter read dates on or after December 1, 2025. Service shall continue until the first customer meter read date on or after December 1, 202# for each Participating Customer unless this ESA is sooner terminated in accordance with Article 4.2 of this ESA. 4.3. Eligible Customer Opt-In or Opt-Out. Eligible Customers are free to opt-in or opt-out of the Program, or change their product selection. Competitive Supplier shall process such requests by notifying Distribution Utility of such change utilizing established EDI protocols within five (5)business days. There are no fees or charges for Participating Customers to opt-in, opt-out, or change their productrage 240 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 39 selection. 4.4. Service of Newly Opt-out Eligible Customers. Supplier shall serve Newly Opt- out Eligible Customers, as well as Eligible Customers who opt-in to the Program, who enroll and are enrolled into the Program after the first customer meter-read date referred to above at the prices set forth herein. 4.5. New Customer Refreshes During the Term. January, April, and August during the term of this ESA, Competitive Supplier shall perform a refresh or new customer sweep to create a list of Newly Opt-Out Eligible Customers. As a result of any such refresh or sweep performed,Newly Opt-Out Eligible Customers will be automatically enrolled in the Program unless a customer opts out of the Program; provided, however, that no refresh, sweep or enrollment of such Newly Opt-Out Eligible Customers that are part of any refresh or sweep shall occur less than four(4) months prior to the End Date or in the event of termination of this ESA. Competitive Supplier may perform a refresh and enroll Newly Opt-out Eligible Customers outside of the January, April and August periods if mutually agreed to by all the Parties hereunder. 4.6. Competitive Supplier's Standard Credit Policy. The Competitive Supplier will not require a credit review for any customer participating in the Program, nor will Competitive Supplier require any customer to post any security deposit as a condition for participation in the Program. The Competitive Supplier may terminate service to a Participating Customer and return such customer to Default Service in the event that the customer fails to pay to Competitive Supplier amounts past due greater than sixty (60) days. 4.7. Purchase of Renewable Energy Certificates; NYGATS Recording. Competitive Supplier shall identify the technology and location of the renewable generators that are the sources of the Voluntary RECs for the Default and Alternative Products, as applicable. All New York Voluntary EDP Eligible RECs shall be created and recorded as such in the NYGATS. 4.8. Modifications Due to Regulatory Events: For the avoidance of doubt, the Parties acknowledge and agree that the following shall be treated as Regulatory Events as set forth herein. 4.8.1. Adjustment in the Event of a Subsidy. In the event that New York State institutes a subsidy for CCA purchase of RECs after the signing of this ESA that is applicable to all or any portion of the Competitive Suppliers obligations under this ESA, Competitive Supplier shall pass through the full subsidy to Participating Customers in the form of a rate reduction. 4.8.2. Adjustment for NY State Transmission Costs. Municipality understands that the Fixed Price set forth above includes transmission related charges under the NY TOTS Project Costs,NYPA Transmission Adjustment Cost, and Ancillary Services and other ISO Costs, and that these shall not be subject to pass through adjustments. Municipality further understands that the Fixed Price includes NY Public Policy Transmission (NYPPT) Costs at a rate of$0.00###/kWh, and that other NY CFC Transmission Costs gage 241 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 40 unknown at the time of bidding and therefore are not included in the Fixed Price. Competitive Supplier will pass through to Participating Customers any changes relative to the price adjust rate of$0.00###/kWh, (upward or downward)to NYPPT and NY CFC Transmission costs not excluded from pass through adjustment in this 4.8.2, based on changes in such costs accruing from the Service Commencement Date forecasted through the remainder of term of this ESA, and which will be reflected in a future adjustment. Any such adjustments shall occur once during any calendar year and Competitive Supplier will provide sufficient documentation, as determined in Competitive Supplier's reasonable discretion, evidencing the factual and regulatory basis for the proposed price change resulting from a change in NY State Transmission Costs; provided, however, that Competitive Supplier shall not be required to disclose non-public, proprietary business information to comply with this requirement. 4.8.3. Adjustment for Changes to Clean Energy Standard. The Parties agree and acknowledge that the Fixed Price set forth above excludes costs and charges associated with changes to the obligations of New York's Clean Energy Standard("CES"), including but not limited to CES Tier 4 program costs as described in the "Order Adopting Modifications to the Clean Energy Standard"in case 15-E-0302 dated October 15, 2020, as may be amended or modified from time to time during the term of this Agreement. In the event that changes to such regulations/orders are finalized, such changes shall be deemed a Regulatory Event as that term is defined in this ESA and the Parties agree to amend this Exhibit A to reflect the cost impact of such Regulatory Event. For the avoidance of doubt, adjustments for Tier 1 REC Purchase Obligations are governed by Article 4.9.4, below. 4.8.4. Adjustment for Clean Energy Standard Tier 1 REC Purchase Obligations. The Parties agree and acknowledge that the Fixed Price set forth above includes Tier 1 REC purchases at a rate of$0.00##/kWh in anticipation of compliance obligations under the Clean Energy Standard (CES) Tier 1 Renewable Energy Standard. In the event that final obligations established by the State result in a material change to this rate, upward or downward, such changes shall be deemed a Regulatory Event as that term is defined in this ESA and the Parties agree to amend this Exhibit A to reflect the cost impact of such Regulatory Event. 4.8.5. For the avoidance of doubt, the Parties agree and acknowledge that the Fixed Price set forth herein includes all costs and charges associated with the Clean Energy Standard, except as set forth in Articles 4.8.3 and 4.8.4, above. 4.8.6. The Parties agree and acknowledge that the costs associated with any mailings arising from a rate adjustment will be included in the adjusted rate and are excluded from the above fixed rates. 4.9. Competitive Supplier anticipates that the RECs provided hereunder will be generated primarily by hydroelectric facilities,but some portion of the RECs may be generated by wind, solar or other facilities, and except as set forth herein, Competitive Supplier reserves the right to source the RECs from any qualifying NY EDP Eligible Page 242 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 41 Renewable Resource. Each REC represents environmental attributes associated with one MWh of electricity generated by a renewable fuel type defined by NYGATSs Operating Rules, last updated June 2, 2023,but does not include any tax credits, depreciation allowances or third-party subsidies of any kind. Competitive Supplier does not represent or warrant that the RECs purchased hereunder can be used as offsets or otherwise for compliance with any emission reduction or similar program. 4.10. In the event that the DPS or other governmental authority determines that a 50% or 100% Renewable Clean Power Product may be provided through the voluntary purchase of New York Voluntary EDP Eligible RECs in an amount equal to 50% or 100% of the Participating Customers' electricity usage less any then-current Tier 1 REC purchase associated with the Clean Energy Standard requirements applicable to Competitive Supplier in New York, such change shall be deemed a Regulatory Event as that term is defined in this ESA and the Parties agree to amend this Exhibit A to reflect the cost impact of such Regulatory Event. Page 243 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 42 EXHIBIT B - TEMPLATE KWH SALES AND CUSTOMER ACCOUNTS DATA SUMMARY KWH Sales Template UsageEndYrMo Municipality Zone CustType RateClass Product Count Consump_kWh 202101 [MUNI NAME] I Residential SC1 100% renewable ##,### ###,### 202101 [MUNI NAME] I Residential SC1 Standard ##,#t+tt ###,#### 202101 [MUNI NAME] I Small Com! SC2 100% renewable ##,#tt'# ###,#tk# 202101 [MUNI NAME] I Small Coml SC2 Standard ##,#### ###,### 202101 [MUNI NAME] H Residential SC1 1009E renewable ##,### ###,### 202101 [MUNI NAME] H Residential SC1 Standard ##,### ###,### 202101 [MUNI NAME] H Small Coml SC2 1009E renewable ##,### ###,### 202101 [MUNI NAME] H Small Coml SC2 Standard #4,#1114t #tt#,#### etc.. Add-Drop Report UsageEndYearMonth Municipality CustomerTypt RateClass Product AddOrDrop AddDropType Count 202101 [MUNI NAME] Residential SC1 enewable Drop Moved ## etc. Drop Changed Supplier Crop Opt-out Drop Other Add Opt-in Add Newly Eligible Page 244 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 43 EXHIBIT C -DATA REQUIREMENTS To the extent permitted by applicable Governmental Rules,the parties acknowledge that in order for Program Manager and participants to have visibility into their participation with the program, certain data will need to be exchanged, in a regular format, with regular transmission methods and times. There are three file formats currently in use for this purpose which must be provided by Competitive Supplier to Program Manager, to the extent permitted by any applicable Governmental Rules: 1. Newly Opt-out Eligible_Customer file - Competitive Supplier will obtain this data from the Utility as set out in 3.4.2 above and the notification mailing is made from the list following procedures described elsewhere in this ESA. The Program Manager requires a matching dataset as defined below in order to perform its duties for customer service during the opt out period. 2. Post-enrollment file*—Weekly, and after the Competitive Supplier sends enrollments to the Utility, either at the beginning of this contract or after a Newly Opt-out Eligible Customer opt out period, the Competitive Supplier will send this file to the Program Manager to update its records. 3. Overnight file*—basic status update for all transactions occurring since the last overnight file. 4. Commission file - Standard practice for aggregation suppliers. * Competitive Supplier shall use Commercially Reasonable effort to provide the files within the timeframe stated above to support Program Manager's customer service needs, provided, however, that transmission frequencies for the Post-enrollment file and Overnight file may deviate from those in subsections 2 and 3 above until such time as Competitive Supplier has systems or processes that are fully automated and capable of creating such files, and provided, further, that such files must be shared only to the extent permitted by applicable Governmental Rules. The abovementioned files should, at minimum, contain the following information: Page 245 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 44 Newly Opt-out Eligible Customer file Post-enrollment file Commission file Pre-Enrollment ID Utility Pre-Enrollment ID Account Number Meter Customer Name Customer Name Read Cycle Account Start Service Account Number Invoice Service Address Account End Number Contract ID Municipality Service City State Zip Enrollment Issue/Reason Code Customer Class Mailing Address Municipality Name Invoice Date Mail City State Zip Contract Start Start Date Customer Classification Contract End Rate End Date Rate Category Class Annual kWh Earned Date Capacity Tag Scheduled Payment Month Usage Capacity Start Date UDC Code Capacity End Date Commission Rate/Amount Billing Name Commission Billing Address Payment Lag(Days) Billing State Billing City Billing Zip Enrollment Date(Contract Start Date) Load Zone File transfer between the Supplier and Program Manager, or a party designated by Program Manager, shall be by SFTP or other secure mode. For the avoidance of doubt, nothing in this Exhibit B shall be construed to require Competitive Supplier or Program Manager to violate any applicable Governmental Rules related to data sharing. Page 246 of 386 2025 ESA Template Agreement-Con Edison Municipalities 3/6/2025 I pg 45 EXHIBIT D - OPTION FOR ALTERNATIVE SUPPLY OF POWER Competitive Supplier shall provide power to Participating Customers, including through the purchase of REC's, throughout the term of this ESA and from sources selected in Competitive Supplier's own discretion. However, Program Manager desires to build or contract with a third party to supply renewable sources of energy (a"Renewable Power Source") after the Effective Date of the Program for the benefit of the Participating Customers or a subset of Participating Customers within the Municipality, should the Municipality elect to do so. Upon completion of any such Renewable Power Source or identification of a third-party Renewable Power Source, the Program Manager may offer to procure or sell output from the Renewable Power Source to Competitive Supplier, either directly or through an Associated Entity, under a separate Power Purchase Agreement("PPA"). Competitive Supplier may also propose alternative PPA opportunities for a Renewable Power Source, or Program Manager and Competitive Supplier may elect to solicit offers from the free market for like quantities of power, RECs, or capacity. Program Manager understands and acknowledges that(i) Competitive Supplier shall have no obligation to enter into a PPA during the term of this ESA; and(ii) if Competitive Supplier agrees to enter into a PPA, then completion of a PPA is contingent upon (without limitation) Competitive Supplier's confirmation (in its sole determination)that(a) the terms are in compliance with all rules, laws and regulations; (b) it has internal senior management approval after completion of financial, credit, legal and operation due diligence; and(c)the Parties have executed an amended ESA to incorporate terms of the PPA, including any necessary pricing adjustments agreed to by all Parties. In the event that Competitive Supplier elects not to enter into a PPA as described above and Program Manager enters into a third-party agreement, then the terms of this ESA shall remain unmodified and in full force and effect. In the event Program Manager identifies output from Renewable Power Source(s)that Program Manager desires to assign to or request that the Competitive Supplier use in the Program, Program Manager will describe whether each product is unit-contingent or smoothed, and Program Manager will describe the projected(if unit contingent) or committed quantity (if smoothed) for RECs, Capacity and/or kWh, including time blocks for the product, if appropriate. In the event that the Parties elect to enter into a PPA,the Parties agree to negotiate, in a Commercially Reasonable manner, a rate adjustment to Participating Customers to (a) compensate Competitive Supplier(or an Associated Entity) for any losses should Competitive Supplier(or an Associated Entity)need to then sell off any of the original power purchased to supply the Program at a lower price than it purchased it for, or(b) compensate Participating Customers for any gains should Competitive Supplier(or an Associated Entity)then be able to sell off any of the original power purchased to supply the Program at a higher price than it purchased it for. Any such rate adjustment shall only amend or modify the ESA by a written instrument signed by all Parties hereto. For avoidance of doubt, the foregoing does not obligate the Parties to come to an agreement regarding a rate adjustment. Page 247 of 386 Y 0 ul rrl Town of Mamaroneck Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck, NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator Re: SEQRA Review of Proposed Partial Demolition of Incinerator Building Date: April 16, 2025 Attached, please find information prepared by Town Attorney, William Maker Jr., for the environmental review of the incinerator demolition project at the Maxwell Avenue sanitation yard. The Town Board will need to act on both the Lead Agency Designation, as well as, the Negative Declaration, should the Board agree with the findings. If the Board acts on both items, the bond resolution for the Town's share of the demolition costs for this project is offered following these resolutions. Action Requested: Lead Agency Resolution: RESOLVED, that the Town Board designates itself as the Lead Agency pursuant to the State Environmental Quality Act for the review of this project. Negative Declaration Resolutions: RESOLVED, that the Town Board adopts the Short Form Environmental Assessment Form prepared for this project, and BE IT FURTHER RESOLVED, that the Town Board declares the partial demolition of the incinerator building at 41 Maxwell Avenue is an Unlisted Action under the State Environmental Review Act, and BE IT FURTHER Page 248 of 386 RESOLVED, that for the reasons contained in the annexed NEGATIVE DECLARATION, the terms of which hereby are approved and which by this resolution hereby are adopted, the Town Board finds that the removal of the incinerator located at 41 Maxwell Avenue will not result in significant adverse impacts upon the environment and therefore there is no reason to prepare an environmental impact statement. Attachment/s: 2025-4-1 1-mx-TB-SEQRA resolutions Page 249 of 386 4 Town of Mamaroneck w ' n County of Westchester *FOUNDED 1661 740 West Boston Post Road, Mamaroneck,NY 10543-3353 COUNSEL TEL: 914/ 381-7815 FAX: 914/381-7809 WMakerJr@TownofMamaroneckNY.org MEMORANDUM To: Mamaroneck Town Board Town Board Meeting— April 16, 2025 cc: Meredith S. Robson, Town Administrator From: William Maker,Jr.,Attorney for the Town Subject: Environmental review for the partial demolition of the incinerator building Date: April 11, 2025 Among the items on the Town Board's agenda for April 16th will be resolutions for issuing bonds to pay for the partial demolition of the Maxwell Avenue incinerator building. Before acting upon those resolutions there must be compliance with the State Environmental Review Act(SEQRA). Since the building is on Town-owned land, the Town Board should designate itself the Lead Agency for the SEQRA, determine the type of action this demolition is under the SEQRA regulations, and decide whether partial demolition is the kind of action that requires an Environmental Impact Statement. With this memorandum are two distinct items. The first is a proposed resolution by which the Town Board can designate itself as Lead Agency for the SEQRA review. Upon the adoption of that resolution, the Town Board can turn its attention to the second item which consists of a Short Environmental Assessment Form consisting of three parts and another resolution. This resolution proposed that the Town Board declare that the partial demolition is an Unlisted Action under SEQRA that will not have a significant adverse effect upon the environment. In common parlance, the Town Board would be issuing a negative declaration under SEQRA. Assuming these resolutions are adopted, the Town Board can act upon the bonding resolutions. 1 Page 250 of 386 RESOLUTION DESIGNATING THE TOWN BOARD AS LEAD AGENCY On the motion of seconded by the following resolution was adopted, Whereas, the Town plans a portion of the incinerator building located at 41 Maxwell Avenue(known as 1-32-220 on the Assessment Map of the Town of Mamaroneck), and NOW, THEREFORE, BE IT RESOLVED, that the Town Board designates itself as the Lead Agency pursuant to the State Environmental Quality Act for the review of this project. The above resolution was put to a roll call vote: Nambiar Nichinsky King Fiddelman Elkind Eney Page 251 of 386 Short Environmental Assessment Form Part 1 -Project Information Instructions for Completing Part 1—Project Information. The applicant or project sponsor is responsible for the completion of Part 1. Responses become part of the application for approval or funding,are subject to public review, and may be subject to further verification. Complete Part 1 based on information currently available. If additional research or investigation would be needed to fully respond to any item,please answer as thoroughly as possible based on current information. Complete all items in Part 1.You may also provide any additional information which you believe will be needed by or useful to the lead agency;attach additional pages as necessary to supplement any item. Part 1—Project and Sponsor Information PARTIAL DEMOLITION OF INCINERATOR BUILDING BY TOWN OF MAMARONECK Name of Action or Project: SEE ABOVE Project Location(describe,and attach a location map): 41 MAXWELL AVENUE Brief Description of Proposed Action: PARTIAL DEMOLITION OF INCINERATOR BUILDING Name of Applicant or Sponsor: Telephone:p 914-381-7810 TOWN OF MAMARONECK - E-Mail: townadministrator@townofmamaroneckny.go Address: 740 WEST BOSTION POST ROAD City/PO: State: Zip Code: MAMARONECK NY 10543 1. Does the proposed action only involve the legislative adoption of a plan,local law,ordinance, NO _1 YES administrative rule,or regulation? If Yes,attach a narrative description of the intent of the proposed action and the environmental resources that I ❑ may be affected in the municipality and proceed to Part 2. If no,continue to question 2. 2. Does the proposed action require a permit,approval or funding from any other government Agency? NO YES If Yes,list agency(s)name and permit or approval: ❑ El 3. a.Total acreage of the site of the proposed action? 1.79 acres b.Total acreage to be physically disturbed? .10 acres c.Total acreage(project site and any contiguous properties)owned or controlled by the applicant or project sponsor? 1.79 acres 4. Check all land uses that occur on,are adjoining or near the proposed action: ❑Urban ❑ Rural(non-agriculture) ❑✓ Industrial ❑ Commercial ❑ Residential(suburban) El Forest ❑ Agriculture ❑ Aquatic 0 Other(Specify): El Parkland Page 1 of 3 SEAF 2019 Page 252 of 386 5. Is the proposed action, NO YES N/A a. A permitted use under the zoning regulations? El ❑ 1 b. Consistent with the adopted comprehensive plan? ❑ El ❑ NO YES 6. Is the proposed action consistent with the predominant character of the existing built or natural landscape? - - 7. Is the site of the proposed action located in,or does it adjoin,a state listed Critical Environmental Area? NO YES If Yes,identify: ❑ NO YES 8. a. Will the proposed action result in a substantial increase in traffic above present levels? ❑ ❑ b. Are public transportation services available at or near the site of the proposed action? ❑ ❑� c. Are any pedestrian accommodations or bicycle routes available on or near the site of the proposed El ❑ action? 9. Does the proposed action meet or exceed the state energy code requirements? NO YES If the proposed action will exceed requirements,describe design features and technologies: 0 El 10. Will the proposed action connect to an existing public/private water supply? NO YES If No,describe method for providing potable water: 11. Will the proposed action connect to existing wastewater utilities? NO YES If No,describe method for providing wastewater treatment: 1=1 El 12. a.Does the project site contain,or is it substantially contiguous to,a building,archaeological site,or district NO YES which is listed on the National or State Register of Historic Places,or that has been determined by the ❑ El of the NYS Office of Parks,Recreation and Historic Preservation to be eligible for listing on the State Register of Historic Places? b.Is the project site,or any portion of it,located in or adjacent to an area designated as sensitive for El ❑ archaeological sites on the NY State Historic Preservation Office(SHPO)archaeological site inventory? 13. a. Does any portion of the site of the proposed action,or lands adjoining the proposed action,contain NO YES wetlands or other waterbodies regulated by a federal,state or local agency? 0 0 b. Would the proposed action physically alter,or encroach into,any existing wetland or waterbody? El El - If Yes,identify the wetland or waterbody and extent of alterations in square feet or acres: Page 2 of 3 Page 253 of 386 I 14. Identify the typical habitat types that occur on,or are likely to be found on the project site.Check all that apply: ❑Shoreline ❑ Forest ❑Agricultural/grasslands 0 Early mid-successional ❑Wetland 0 Urban ❑✓ Suburban • 15. Does the site of the proposed action contain any species of animal,or associated habitats,listed by the State or NO YES Federal government as threatened or endangered? - El El 16. Is the project site located in the 100-year flood plan? NO YES E ❑ 17. Will the proposed action create storm water discharge,either from point or non-point sources? NO YES If Yes, ❑ a. Will storm water discharges flow to adjacent properties? El b. Will storm water discharges be directed to established conveyance systems(runoff and storm drains)? El If Yes,briefly describe: - 18. Does the proposed action include construction or other activities that would result in the impoundment of water NO YES or other liquids(e.g.,retention pond,waste lagoon,dam)? - If Yes,explain the purpose and size of the impoundment: - ❑ ❑ 19. Has the site of the proposed action or an adjoining property been the location of an active or closed solid waste NO YES management facility? If Yes,describe: 20.Has the site of the proposed action or an adjoining property been the subject of remediation(ongoing or NO YES completed)for hazardous waste? If Yes,describe: El El I CERTIFY THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND ACCURATE TO THE BEST OF MY KNOWLEDGE Applicant/sponsor/name: TOWN OF MAMARONECK Date:APRIL 11,2025 Signature: . . ` V U � 61°UL Title:ADMINISTRATOR PRINT FORM Page 3 of 3 Page 254 of 386 Agency Use Only[If applicable] Project: Date: Short Environmental Assessment Form Part 2 -Impact Assessment Part 2 is to be completed by the Lead Agency. Answer all of the following questions in Part 2 using the information contained in Part 1 and other materials submitted by the project sponsor or otherwise available to the reviewer. When answering the questions the reviewer should be guided by the concept"Have my responses been reasonable considering the scale and context of the proposed action?" No,or i Moderate small to large impact impact may may occur occur 1. Will the proposed action create a material conflict with an adopted land use plan or zoning regulations? ❑✓ ❑ 2. Will the proposed action result in a change in the use or intensity of use of land? El ❑ 3. Will the proposed action impair the character or quality of the existing community? I ❑ ❑ 4. Will the proposed action have an impact on the environmental characteristics that caused the establishment of a Critical Environmental Area(CEA)? El 5. Will the proposed action result in an adverse change in the existing level of traffic or ❑ affect existing infrastructure for mass transit,biking or walkway? 6. Will the proposed action cause an increase in the use of energy and it fails to incorporate ❑ ❑ reasonably available energy conservation or renewable energy opportunities? 7. Will the proposed action impact existing: ❑ a.public/private water supplies? b.public/private wastewater treatment utilities? ✓❑ ❑ 8. Will the proposed action impair the character or quality of important historic,archaeological, ❑ architectural or aesthetic resources? 9. Will the proposed action result in an adverse change to natural resources(e.g.,wetlands, waterbodies,groundwater, air quality,flora and fauna)? ❑✓ ❑ 10. Will the proposed action result in an increase in the potential for erosion,flooding or drainage ❑ problems? ✓ 11. Will the proposed action create a hazard to environmental resources or human health? ✓❑ ❑ PRINT FORM Page 1 of 2 - SEAF 2019 Page 255 of 386 Agency Use Only[If applicable] Project: Date: Short Environmental Assessment Form Part 3 Determination of Significance For every question in Part 2 that was answered"moderate to large impact may occur",or if there is a need to explain why a particular element of the proposed action may or will not result in a significant adverse environmental impact,please complete Part 3.Part 3 should,in sufficient detail,identify the impact,including any measures or design elements that have been included by the project sponsor to avoid or reduce impacts. Part 3 should also explain how the lead agency determined that the impact may or will not be significant.Each potential impact should be assessed considering its setting, probability of occurring,duration,irreversibility,geographic scope and magnitude. Also consider the potential for short- term,long-term and cumulative impacts. THE PROJECT WILL ELIMINATE A PORTION OF AN UNUSED INCINERATOR BUILDING AND REMOVE ASBESTOS O Check this box if you have determined,based on the information and analysis above,and any supporting documentation, that the proposed action may result in one or more potentially large or significant adverse impacts and an environmental impact statement is required. O Check this box if you have determined,based on the information and analysis above,and any supporting documentation, that the proposed action will not result in any significant adverse environmental impacts. TOWN OF MAMARONECK APRIL ,2025 Name of Lead Agency Date MEREDITH S. ROBSON ADMINISTRATOR Print or Type Name of Responsible Officer in Lead Agency Title of Responsible Officer Signature of Responsible Officer in Lead Agency Signature of Preparer(if different from Responsible Officer) PRINT FORM Page 2 of 2 Page 256 of 386 RESOLUTION DECLARING THAT THE PARTIAL DEMOLITION OF THE INCINERATOR BUILDING AT 41 MAXWELL AVENUE WILL NOT HAVE A SIGNIFICANT EFFECT UPON THE ENVIRONMENT (NEGATIVE DECLARATION) On the motion of seconded by - BE IT RESOLVED, that the Town Board adopts the Short Form Environmental Assessment Form prepared for this project, and BE IT FURTHER RESOLVED, that the Town Board declares the partial demolition of the incinerator building at 41 Maxwell Avune is an Unlisted Action under the State Environmental Review Act, and BE IT FURTHER RESOLVED, that for the reasons contained in the annexed NEGATIVE DECLARATION, the terms of which hereby are approved and which by this resolution hereby are adopted, the Town Board finds that the removal of the incinerator located at 41 Maxwell Avenue will not result in significant adverse impacts upon the environment and therefore there is no reason to prepare an environmental impact statement. The above resolution was put to a roll call vote: Nambiar Nichinsky King Fiddelman Elkind Eney 4-11-24 Page 257 of 386 State Environmental Quality Review NEGATIVE DECLARATION Notice of Determination of Non-Significance Date: April_ _ _ 2025 This notice is issued pursuant to Part 617 of the implementing regulations pertaining to Article 8(State Environmental Quality Review Act)of the Environmental Conservation Law. The Town Board of the Town of Mamaroneck, as lead agency, has determined that the proposed action described below will not have a significant impact upon the environment and therefore a Draft Environmental Impact Statement will not be prepared. Name of Action: Partial removal of the incinerator building located at 41 Maxwell Avenue(known as 1-32- 220 on the Assessment Map of the Town of Mamaroneck) SEQRA Status: Type 1 No Unlisted Yes Conditioned Negative Declaration: No Description of Action: The Town Board plans to remove the incinerator located at 41 Maxwell Avenue. Payment for such removal will be taken from proceeds received from the issuance and sale of bonds by the Town of Mamaroneck. Location: 41 Maxwell Avenue Procedure: Since the incinerator is located on real property owned by the Town of Mamaroneck, the Town Board is the agency involved in removal of the incinerator.Accordingly,it designated itself Page 258 of 386 as the lead agency for environmental review pursuant to Article 8 (State Environmental Quality Review Act)of the Environmental Conservation Law(SEQRA).1 The Town Board caused a short form Environmental Assessment Form to be prepared to support its determination of significance within the meaning of SEQRA. Part 1 describes the action.Part 2 identifies and determines the action's potential impacts upon the environment.Part 3 evaluates such impacts. Reasons Supporting This Determination: The incinerator has not been used for decades, and its physical condition has not been maintained in the same fashion as it had been during the years of operation. As a result, the condition has deteriorated. The Town Board wishes to be proactive by having The incinerator removed before a more serious problem,such as a partial or total collapse of the structure,occurs. Not only could a collapse cause injury to persons or property, but it would release the asbestos that is within the incinerator into the atmosphere. The Town has or will engage contractors skilled in removing asbestos who will use best practices for asbestos removal,thereby eliminating an unwanted release of asbestos. In making its determination that the removal of the incinerator will result in no significant adverse impacts upon the environment, the Town Board relied upon the Environmental Assessment Form prepared for its consideration of environmental significance. If Conditional Negative Declaration, provide on attachment the specific mitigation measures imposed, and identify comment period (not less than 30 Days from date of publication in the ENB): Not Applicable For Further Information: Contact Person: Meredith S. Robson, Town Administrator Address: 740 West Boston Post Road,Mamaroneck, NY 10543 Telephone Number: 914-381-7810 For Type 1 Actions and Conditioned Negative Declarations,a Copy of this Notice is sent to: Chief Executive Officer of the Town/City/Village of the: Other involved agencies(if any): 1 Chapter 92 of the Town Code contains a set of laws, called the "Town of Mamaroneck Environmental Quality Review Law", that is consistent with, and designed to implement SEQRA. 2 Page 259 of 386 Applicant(if any): Environmental Notice Bulletin (Type One Actions only): Forms/SEQRA//2025-4-11-Negative Declaration incinerator removal 3 Page 260 of 386 Q :t i Town of Mamaroneck R ` 7 Comptroller,Town Center cuNuED i r67 740 West Boston Post Road,Mamaroneck,NY 10543-3353 INTERDEPARTMENT MEMORANDUM TEL: (914)381-7810 FAX: (914)381-7809 tyogman@townofmamaroneckNY.org Date: April 16,2025 To: Meredith Robson, Town Administrator From: Tracy Yogman,Town Comptroller Subject: 2025 Bond Resolution Summary Report General: The 2025 Capital Budget included many projects that were needed throughout the Town. In consideration of the current economic conditions, the fund balance in each fund and projects that are in progress, a careful review of all projects planned was completed with the objective of keeping debt service as low as possible. The first step in securing the funding requires the adoption of bonding resolutions. The Water District and Garbage District bonds require public hearings before a vote that will be scheduled in separate resolutions. The total amount of$10,550,050 will be bonded in 2025. According to the fmancial advisors,there has been volatility in the bond market as a result of headlines related to tariffs. Prior to tariff related volatility,interest rates have been stable and rates for both bonds or notes for municipalities with a Aaa bond rating are still low. Twenty year bonds have been selling at a rate of 3.70-3.80%. We intend to accept the financial advisor's advice on the most cost effective borrowing method at the time the bonds are ready to be sold. We will provide an update as the process progresses and our financial advisors will provide updates to interest rate projections on a monthly basis. In accordance with our bond discussions, we are going to use S&P as our bond rating agency for the 2025 bonds for the first time. Under S&P's published ratings criteria, CMA believes S&P would provide slightly more flexibility with respect to fund balance. However, Moody's would continue to maintain existing ratings so long as any debt for a Moodys-rated issue is outstanding. The final Moody's rated bonds mature in 2054. Should Moody's downgrade the Town's credit rating in the future, the Town would be required to disclose the Moody's rating assigned to prior general obligation bonds along with any rating assigned to new issuances. Debt service on bonds that are issued in 2025 will begin in 2026. The debt service for the projects below will be funded by several different funds. The Water District debt Page 261 of 386 service is funded with fees based on usage and the annual cost will be incorporated into the 2026 fee structure. The debt service in the other funds are paid with tax revenues. Should Moody's downgrade the Town's credit rating in the future, the Town would be required to disclose the Moody's rating assigned to prior general obligation bonds along with any rating assigned to new issuance. The proposed financing schedule provided by Capital Markets, the Town's financial advisor is as follows: Resolutions/Schedule Public Hearings April 16 Publish notice of referendum May 8 Publish estoppel notices(after the vote) June 10 Draft POS July 8 S&P Rating Call Week of July 7 Mail POS July 21 Sell Bonds August 15 Close Bonds August 19 Below is a brief summary of the projects and the amount of the required bonds for which approval is necessary: 1. Parks Building (Sign Shop}(H5191) $340,000 Demolition and replacement of the parks building in Memorial Park that was damaged in Storm Ida. The structure will be a two story building. The bottom floor will be storage and work area for the Town Park's equipment and the second story will be a work area for the Town's sign shop. The total cost of the project is estimated to be $3,436,279 of which $127,280 was received from property insurance, a NYSERDA grant of $175,000 and a transfer from the General Fund of$324,000. The original bond issued in 2024 was for $2,470,000. An additional $348,000 is needed to complete the project. The bond resolution is attached. 2. Senior Center Generator(H6703) $95,300 Design development and installation of a new gas powered backup generator at the Sr Center. The Town was just awarded a CDBG grant in the amount of $94,275 (50%) that requires the Town to provide a 50% match. The Senior Center does not currently have emergency backup power. The center is considered a critical facility that serves as both a cooling center and an emergency shelter for the community. This project was eliminated from the 2025 budget as we did not have confirmation of the grant award. A budget amendment is included on this agenda to fund the project. A bond resolution for the Town's share is attached. 3. Gardens Lake Dredge (H8553) $885,000 Sediment and debris accumulation is routine and naturally occurs in Gardens Lake based upon it's location within the Sheldrake River. Shallow water promotes increased algae growth and a decline of ecological health in the lake. Dredging is required to to clean out this debris. It is estimated that 4,000 cubic yards will require removal. A bond resolution including estimated bonding costs attached. 4.Road Reconstruction- (H5104) $200,650 This project includes the reconstruction/resurfacing of roads that have been prioritized based on a road condition analysis. The 2025 total reconstruction plan is estimated to be $390,000. CHIPS Page 262 of 386 funding of$195,350 will be received in 2025. The balance of$194,650 will be bonded. Debt service will be paid by the Highway Fund. A bond resolution including estimated bonding costs attached. 5.Stormwater Drainage Projects Design (H5135) $489,000 This project includes the design development for recommended mitigation projects per the Town's Comprehensive Storm Sewer Evaluation. There are five priority locations to be started in 2025. A bond resolution including estimated bonding costs attached. 6.Weaver St Sidewalk Extension (H5145) $922,100 Construction of a new five foot wide sidewalk connection along Weaver St. is in progress. Based on construction cost escalations, additional funding of$902,065 is needed to complete the project. This project has been partially funded with a NYSDOT Transportation Alternatives Program grant of $315,000. A bond resolution for the additional funding needed including estimated bonding costs is attached. 7.Highway-Curb Improvements (H5173) $153,000 This project includes 5,000 square feet of curb improvements on the remainder of Howell Ave, ADA ramps and resetting various utility structures to grade. Debt service will be paid by the Highway Fund. A bond resolution for the additional funding needed including estimated bonding costs is attached. 8.Garbage Incinerator(H8610) $513,000 There is an old incinerator building that served both the Village and the Town for garbage incineration at the Sanitation Building. It has not been used since 1973. Both municipalities provided 50% of the cost for building the incinerator. The building is dilapidated and unsafe and in accordance with the structural engineers must be demolished. A bond resolution is attached for the Town's share of the demolition. 9.Rye Lake Filtration LH1364) $11,355,000 The consent decree and both the IMG grant for the Rye Lake Filtration Plant requires each WJWW member to pass bond resolutions for the full cost of the filter plant project evidencing financial support for the project on the part of the members. The revised estimated cost of the plant is $205 million ($30 million increase). The Town's 16.7%share is now$34,235,0000. As a reminder, WJWW has been awarded a $30 million grant from IMG. The Town's share will be reduced by $5,010,000 requiring funding in total of$29,225,000. The Town has already approved bond resolutions in the amount of $23,473,000. The attached bond resolution of $11,355,000 will complete the funding based on this estimate. We will be bonding approximately $5.7 annually to complete the project. 10. Park Lane Storage Tank#2 Rehabilitation(H1397) $88,300 Park Lane Water Storage Tank #2 rehabilitation is required to avoid structural steel failures and extend the useful life of the water tank and to meet current regulatory requirements. Additional funding is needed to complete the project. This project requires a public hearing. The bond resolution is attached. Debt service will be funded through water rate increases and paid by the Water District Fund. 11. Kensico Reservoir Storm Water Mititation(H1399) $170,000 The Supplemental Environmental Project(Kensico Reservoir Storm Water Mitigation)required by the consent decree is still in the review stage. The USDOJ,which is requiring the project,has received a proposed project Page 263 of 386 plan from WJWW and its engineers which it is reviewing. This project is estimated at $1 million and the Town's share is$167,000.A bond resolution is attached in addition to the reimbursement resolution. 12.Lead Service Line(H1399) $960,400 The Lead Service Line Replacement Public Benefit Project required under the consent decree is being submitted today to the NYS Attorney General's office for review and approval. One of the actions required by the consent decree relative to this project is the deposit of $5.7 million into a separate WJWW bank account. To fulfill this requirement,the members should plan on funding their respective shares of this project by May 1, 2025. A reimbursement resolution is required since we will need to make the payment to WJWW before the permissible date.A bond resolution is attached. Bonds to be Rescinded: 13.Madison Ave Traffic Signal Improvements (113361) ($89,536) A bond resolution for a traffic signal on Madison avenue was issued in 2021 in the amount of $866000 was needed for this project however only $776,464 was needed for this project. The remaining balance of$89,536 will be rescinded. The following is the list of bonds resolutions totaling $16,168,050 and amounts that will be issued totaling$10,550,050. Project# Project Org Fund Project Description Bond Bonds to be Resolutions Issued in Needed 2025 1 H5191 A Sign Shop-Additional $ 340,000 $ 340,000 funds 2 H6703 A Sr Center Generator 95,300 95,300 3 H8553 A Gardens Lake Dredging 885,000 885,000 4 H5104 DB Roadway Reconstruction 200,650 200,650 5 H5135 DB Stormwater Drainage- Design for 5 Locations 489,000 489,000 6 H5145 DB Weaver St Sidewalk Extension- Additional 922,100 922,100 Funding 7 H5173 DB Curb Improvements- Howell Ave 153,000 153,000 8 H8610 SR Garbage Incinerator- TOM Share 513,000 513,000 9 H1364 SW Rye Lake Filtration Plant 11,355,000 5,737,000 10 H1397 SW Park Lane Storage#2 84,600 84,600 11 H1399 SW Kensico Reservoir Storm Page 264 of 386 Water Mitigation 170,000 170,000 12 H1399 SW Lead Pipe Rehab 960,400 960,400 13 H3361 B Madison Ave Traffic Signal Improvements (89,536) Total $16,168,050 $10,550,050 Page 265 of 386 BOND RESOLUTION DATED APRIL 16, 2025. A RESOLUTION AUTHORIZING, SUBJECT TO PERMISSIVE REFERENDUM, THE CONSTRUCTION OF A NEW PARKS BUILDING, IN AND FOR THE TOWN OF MAMARONECK, WESTCHESTER COUNTY, NEW YORK, AT A REVISED MAXIMUM ESTIMATED COST OF $3,436,280 AND AUTHORIZING THE ISSUANCE OF $340,000 ADDITIONAL SERIAL BONDS OF SAID TOWN TO PAY A PORTION OF THE COST THEREOF. WHEREAS, the capital project hereinafter described, as proposed, has been determined to be a Type II Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act, which regulations state that Type II Actions will not have a significant adverse impact on the environment; and WHEREAS, by a bond resolution dated May 8, 2024, the Town Board of the Town of Mamaroneck, Westchester County, New York, authorized the issuance of $2,470,000 serial bonds of said Town and the appropriation and expenditure of$626,280 other monies, to pay the cost of the construction of a new Parks Building at Memorial Park, including original furnishings, equipment, machinery, apparatus, appurtenances, and incidental improvements and expenses in connection therewith, in and for said Town; and WHEREAS, it is now desired to authorize additional financing of such capital project; NOW, THEREFORE, BE IT RESOLVED, by the affirmative vote of not less than two-thirds of the total voting strength of the Town Board of the Town of Mamaroneck, Westchester County, New York, as follows: Section 1. The construction of a new Parks Building at Memorial Park, in and for the Town of Mamaroneck, Westchester County, New York, including original furnishings, 4147-4908-8091.1 Page 266 of 386 equipment, machinery, apparatus, appurtenances, and incidental improvements and expenses in connection therewith, is hereby authorized at a revised maximum estimated cost of$3,436,280. Section 2. The plan for the fmancing of the aforesaid maximum estimated cost is as follows: a) by the issuance of the $2,470,000 bonds of said Town authorized to be issued pursuant to the aforesaid bond resolution dated and duly adopted on May 8, 2024 (the"2024 Bond Resolution"); b) by the appropriation and expenditure of$626,280 other monies authorized to be expended therefor pursuant to the 2024 Bond Resolution; and c) by the issuance of an additional $340,000 bonds of said Town hereby authorized to be issued therefor,pursuant to the provisions of the Local Finance Law. Section 3. It is hereby determined that the period of probable usefulness of the aforesaid specific object or purpose is twenty-five (25) years,pursuant to subdivision 11(a)(1) of paragraph a of Section 11.00 of the Local Finance Law, calculated from the date of issuance of the first obligations therefor, pursuant to the bond resolution dated and duly adopted on May 7, 2024. It is hereby further determined that the maximum maturity of the bonds herein authorized will exceed five years. Section 4. The faith and credit of said Town of Mamaroneck, Westchester County, New York, are hereby irrevocably pledged for the payment of the principal of and interest on such bonds as the same respectively become due and payable. An annual appropriation shall be made in each year sufficient to pay the principal of and interest on such bonds becoming due and payable in such year. There shall annually be levied on all the taxable real property of said -2- 4147-4908-8091.1 Page 267 of 386 Town, a tax sufficient to pay the principal of and interest on such bonds as the same become due and payable. Section 5. Subject to the provisions of the Local Finance Law, the power to authorize the issuance of and to sell bond anticipation notes in anticipation of the issuance and sale of the bonds herein authorized, including renewals of such notes, is hereby delegated to the Supervisor, the chief fiscal officer. Such notes shall be of such terms, form and contents, and shall be sold in such manner, as may be prescribed by said Supervisor, consistent with the provisions of the Local Finance Law. Section 6. All other matters, except as provided herein relating to such bonds, including determining whether to issue such bonds having substantially level or declining annual debt service and all matters related thereto, prescribing whether manual or facsimile signatures shall appear on said bonds, prescribing the method for the recording of ownership of said bonds, appointing the fiscal agent or agents for said bonds, providing for the printing and delivery of said bonds (and if said bonds are to be executed in the name of the Town by the facsimile signature of the Supervisor, providing for the manual countersignature of a fiscal agent or of a designated official of the Town), the date, denominations, maturities and interest payment dates, place or places of payment, and also including the consolidation with other issues, shall be determined by the Supervisor. Such bonds shall contain substantially the recital of validity clause provided for in section 52.00 of the Local Finance Law and shall otherwise be in such form and contain such recitals in addition to those required by section 52.00 of the Local Finance Law, as the Supervisor shall determine. Section 7. This resolution shall constitute a statement of official intent for purposes of Treasury Regulations Section 1.150 - 2. Other than as specified in this resolution, no monies -3- 4147-4908-8091.1 Page 268 of 386 are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside with respect to the permanent funding of the object or purpose described herein. Section 8. The validity of such bonds and bond anticipation notes may be contested only if: 1) Such obligations are authorized for an object or purpose for which said Town is not authorized to expend money, or 2) The provisions of law which should be complied with at the date of publication of this resolution are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication,or 3) Such obligations are authorized in violation of the provisions of the Constitution. Section 9. Upon this resolution taking effect, the same shall be published in summary form in the official newspaper of said Town for such purpose, together with a notice of the Town Clerk in substantially the form provided in Section 81.00 of the Local Finance Law. Section 10. THIS RESOLUTION IS ADOPTED SUBJECT TO PERMISSIVE REFERENDUM. -4- 4147-4908-8091.1 Page 269 of 386 BOND RESOLUTION DATED APRIL 16, 2025. A RESOLUTION AUTHORIZING THE ISSUANCE OF $95,300 BONDS OF THE TOWN OF MAMARONECK, WESTCHESTER COUNTY, NEW YORK, TO PAY THE TOWN'S SHARE OF THE COST OF THE PURCHASE AND INSTALLATION OF A SENIOR CENTER GENERATOR, FOR SAID TOWN. WHEREAS, the capital project hereinafter described, as proposed, has been determined to be a Type II Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act, which regulations state that Type II Actions will not have any significant adverse effect on the environment; and WHEREAS,it is now desired to authorize the financing thereof; NOW, THEREFORE, BE IT RESOLVED, by the affirmative vote of not less than two-thirds of the total voting strength of the Town Board of the Town of Mamaroneck, Westchester County, New York, as follows: Section 1. The Town's share of the cost of the purchase and installation of a Senior Center generator, for said Town, including incidental expenses, is hereby authorized at a maximum estimated cost of$95,300. Section 2. It is hereby determined that the plan for the financing of the aforesaid maximum estimated cost is by the issuance of$95,300 bonds of said Town, hereby authorized to be issued therefor pursuant to the provisions of the Local Finance Law. Section 3. It is hereby determined that the period of probable usefulness of the aforesaid specific object or purpose is five years, pursuant to subdivision 32 of paragraph a of Section 11.00 of the Local Finance Law. It is hereby further determined that the maximum maturity of the bonds herein authorized will not exceed five years. Page 270 of 386 Section 4. The faith and credit of said Town of Mamaroneck, Westchester County, New York, are hereby irrevocably pledged for the payment of the principal of and interest on such bonds as the same respectively become due and payable. An annual appropriation shall be made in each year sufficient to pay the principal of and interest on such bonds becoming due and payable in such year. There shall annually be levied on all the taxable real property of said Town, a tax sufficient to pay the principal of and interest on such bonds as the same become due and payable. Section 5. Subject to the provisions of the Local Finance Law, the power to authorize the issuance of and to sell bond anticipation notes in anticipation of the issuance and sale of the bonds herein authorized, including renewals of such notes, is hereby delegated to the Supervisor, the chief fiscal officer. Such notes shall be of such terms, form and contents, and shall be sold in such manner, as may be prescribed by said Supervisor, consistent with the provisions of the Local Finance Law. Section 6. All other matters, except as provided herein relating to such bonds, including determining whether to issue such bonds having substantially level or declining annual debt service and all matters related thereto, prescribing whether manual or facsimile signatures shall appear on said bonds, prescribing the method for the recording of ownership of said bonds, appointing the fiscal agent or agents for said bonds, providing for the printing and delivery of said bonds (and if said bonds are to be executed in the name of the Town by the facsimile signature of the Supervisor, providing for the manual countersignature of a fiscal agent or of a designated official of the Town), the date, denominations, maturities and interest payment dates, place or places of payment, and also including the consolidation with other issues, shall be determined by the Supervisor. Such bonds shall contain substantially the recital of validity Page 271 of 386 clause provided for in section 52.00 of the Local Finance Law and shall otherwise be in such form and contain such recitals in addition to those required by section 52.00 of the Local Finance Law, as the Supervisor shall determine. Section 7. This resolution shall constitute a statement of official intent for purposes of Treasury Regulations Section 1.150 - 2. Other than as specified in this resolution, no monies are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside with respect to the permanent funding of the object or purpose described herein. Section 8. The validity of such bonds and bond anticipation notes may be contested only if: 1) Such obligations are authorized for an object or purpose for which said Town is not authorized to expend money, or 2) The provisions of law which should be complied with at the date of publication of this resolution are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication, or 3) Such obligations are authorized in violation of the provisions of the Constitution. Section 9. This resolution, which takes effect immediately, shall be published in summary form in the official newspaper of said Town for such purpose, together with a notice of the Town Clerk in substantially the form provided in Section 81.00 of the Local Finance Law. Page 272 of 386 BOND RESOLUTION DATED APRIL 16,2025. A RESOLUTION AUTHORIZING THE ISSUANCE OF $885,000 BONDS OF THE TOWN OF MAMARONECK, WESTCHESTER COUNTY, NEW YORK, TO PAY THE COST OF DREDGING GARDENS LAKE, IN AND FOR SAID TOWN. WHEREAS, the capital project hereinafter described, as proposed, has been determined to be a Type II Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act, which regulations state that Type II Actions will not have any significant adverse effect on the environment; and WHEREAS, it is now desired to authorize the fmancing thereof;NOW, THEREFORE, BE IT RESOLVED, by the affirmative vote of not less than two-thirds of the total voting strength of the Town Board of the Town of Mamaroneck, Westchester County, New York, as follows: Section 1. The dredging of Gardens Lake, in and for said Town, including improvements and incidental expenses, is hereby authorized at a maximum estimated cost of $986,500. Section 2. It is hereby determined that the plan for the financing of the aforesaid maximum estimated cost is by the issuance of$885,000 bonds of said Town, hereby authorized to be issued therefor pursuant to the provisions of the Local Finance Law. Section 3. It is hereby determined that the period of probable usefulness of the aforesaid specific object or purpose is five years, pursuant to subdivision 22 of paragraph a of Section 11.00 of the Local Finance Law. It is hereby further determined that the maximum maturity of the bonds herein authorized will not exceed five years. 4165-0761-6859.1 Page 273 of 386 Section 4. The faith and credit of said Town of Mamaroneck, Westchester County, New York, are hereby irrevocably pledged for the payment of the principal of and interest on such bonds as the same respectively become due and payable. An annual appropriation shall be made in each year sufficient to pay the principal of and interest on such bonds becoming due and payable in such year. There shall annually be levied on all the taxable real property of said Town, a tax sufficient to pay the principal of and interest on such bonds as the same become due and payable. Section 5. Subject to the provisions of the Local Finance Law, the power to authorize the issuance of and to sell bond anticipation notes in anticipation of the issuance and sale of the bonds herein authorized, including renewals of such notes, is hereby delegated to the Supervisor, the chief fiscal officer. Such notes shall be of such terms, form and contents, and shall be sold in such manner, as may be prescribed by said Supervisor, consistent with the provisions of the Local Finance Law. Section 6. All other matters, except as provided herein relating to such bonds, including determining whether to issue such bonds having substantially level or declining annual debt service and all matters related thereto, prescribing whether manual or facsimile signatures shall appear on said bonds, prescribing the method for the recording of ownership of said bonds, appointing the fiscal agent or agents for said bonds, providing for the printing and delivery of said bonds (and if said bonds are to be executed in the name of the Town by the facsimile signature of the Supervisor, providing for the manual countersignature of a fiscal agent or of a designated official of the Town), the date, denominations, maturities and interest payment dates, place or places of payment, and also including the consolidation with other issues, shall be determined by the Supervisor. Such bonds shall contain substantially the recital of validity -2- 4165-0761-6859.1 Page 274 of 386 clause provided for in section 52.00 of the Local Finance Law and shall otherwise be in such form and contain such recitals in addition to those required by section 52.00 of the Local Finance Law, as the Supervisor shall determine. Section 7. This resolution shall constitute a statement of official intent for purposes of Treasury Regulations Section 1.150 - 2. Other than as specified in this resolution, no monies are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside with respect to the permanent funding of the object or purpose described herein. Section 8. The validity of such bonds and bond anticipation notes may be contested only if: 1) Such obligations are authorized for an object or purpose for which said Town is not authorized to expend money, or 2) The provisions of law which should be complied with at the date of publication of this resolution are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication,or 3) Such obligations are authorized in violation of the provisions of the Constitution. Section 9. This resolution, which takes effect immediately, shall be published in summary form in the official newspaper of said Town for such purpose, together with a notice of the Town Clerk in substantially the form provided in Section 81.00 of the Local Finance Law. -3- 4165-0761-6859.1 Page 275 of 386 The question of the adoption of the foregoing resolution was duly put to a vote on roll call,which resulted as follows: VOTING VOTING VOTING VOTING VOTING VOTING VOTING The resolution was thereupon declared duly adopted. * * * * * * -4- 4165-0761-6859.1 Page 276 of 386 BOND RESOLUTION DATED APRIL 16, 2025. A RESOLUTION AUTHORIZING, SUBJECT TO PERMISSIVE REFERENDUM, THE ISSUANCE OF $200,650 BONDS OF THE TOWN OF MAMARONECK, WESTCHESTER COUNTY, NEW YORK, TO PAY PART OF THE COST OF THE RECONSTRUCTION AND RESURFACING OF VARIOUS ROADS THROUGHOUT AND IN AND FOR SAID TOWN. WHEREAS, the capital project hereinafter described, as proposed, has been determined to be a Type II Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act, which regulations state that Type II Actions will not have any adverse significant effects on the environment; and WHEREAS, it is now desired to authorize the fmancing of such capital project, NOW, THEREFORE, BE IT RESOLVED, by the Town Board of the Town of Mamaroneck, Westchester County,New York, as follows: Section 1. The reconstruction and resurfacing of various roads throughout and in and for the Town of Mamaroneck, Westchester County, New York, including drainage, sidewalks, curbs, gutters, landscaping, grading or improving rights-of-way, as well as other incidental improvements and expenses in connection therewith, is hereby authorized at a maximum estimated cost of$200,650. Section 2. The plan for the financing of the aforesaid maximum estimated cost is by the issuance of$200,650 bonds of said Town,hereby authorized to be issued therefor pursuant to the provisions of the Local Finance Law. Section 3. It is hereby determined that the period of probable usefulness of the aforesaid class of objects or purposes is fifteen years, pursuant to subdivision 20(c) of Page 277 of 386 paragraph a of Section 11.00 of the Local Finance Law. It is hereby further determined that the maximum maturity of the serial bonds herein authorized will exceed five years. Section 4. The faith and credit of said Town of Mamaroneck, Westchester County, New York, are hereby irrevocably pledged for the payment of the principal of and interest on such bonds as the same respectively become due and payable. An annual appropriation shall be made in each year sufficient to pay the principal of and interest on such bonds becoming due and payable in such year. There shall annually be levied on all the taxable real property in said Town, a tax sufficient to pay the principal of and interest on such bonds as the same become due and payable. Section 5. Subject to the provisions of the Local Finance Law, the power to authorize the issuance of and to sell bond anticipation notes in anticipation of the issuance and sale of the bonds herein authorized, including renewals of such notes, is hereby delegated to the Supervisor of said Town, the chief fiscal officer. Such notes shall be of such terms, form and contents, and shall be sold in such manner, as may be prescribed by said Supervisor, consistent with the provisions of the Local Finance Law. Section 6. All other matters except as provided herein relating to the bonds herein authorized including the date, denominations, maturities and interest payment dates, within the limitations prescribed herein and the manner of execution of the same, including the consolidation with other issues, and also the ability to issue bonds with substantially level or declining annual debt service, shall be determined by the Supervisor, the chief fiscal officer of such Town. Such bonds shall contain substantially the recital of validity clause provided for in Section 52.00 of the Local Finance Law, and shall otherwise be in such form and contain such -2- Page 278 of 386 recitals, in addition to those required by Section 51.00 of the Local Finance Law, as the Supervisor shall determine consistent with the provisions of the Local Finance Law. Section 7. The validity of such bonds and bond anticipation notes may be contested only if: 1) Such obligations are authorized for an object or purpose for which said Town is not authorized to expend money, or 2) The provisions of law which should be complied with at the date of publication of this resolution are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication, or 3) Such obligations are authorized in violation of the provisions of the Constitution. Section 8. This resolution shall constitute a statement of official intent for purposes of Treasury Regulations Section 1.150-2. Other than as specified in this resolution, no monies are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside with respect to the permanent funding of the object or purpose described herein. Section 9. Upon this resolution taking effect, the same shall be published in full or summary form in the official newspaper of said Town for such purpose, together with a notice of the Town Clerk in substantially the form provided in Section 81.00 of the Local Finance Law. Section 10. THIS RESOLUTION IS ADOPTED SUBJECT TO PERMISSIVE REFERENDUM. -3- Page 279 of 386 BOND RESOLUTION DATED APRIL 16, 2025. A RESOLUTION AUTHORIZING THE ISSUANCE OF $489,000 BONDS OF THE TOWN OF MAMARONECK, WESTCHESTER COUNTY, NEW YORK, TO PAY THE DESIGN DEVELOPMENT OF THE STORMWATER DRAINAGE PROJECT, IN AND FOR SAID TOWN. WHEREAS, the capital project hereinafter described, as proposed, has been determined to be a Type II Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act, which regulations state that Type II Actions will not have any significant adverse effect on the environment; and WHEREAS, it is now desired to authorize the financing thereof; NOW, THEREFORE, BE IT RESOLVED, by the affirmative vote of not Iess than two-thirds of the total voting strength of the Town Board of the Town of Mamaroneck, Westchester County, • New York, as follows: Section 1. Preliminary design development expenses for the Stormwater Drainage Project, including incidental expenses in connection therewith, for said Town, is hereby authorized at a maximum estimated cost of$489,000. Section 2. It is hereby determined that the plan for the financing of the aforesaid maximum estimated cost is by the issuance of$489,000 bonds of said Town, hereby authorized to be issued therefor pursuant to the provisions of the Local Finance Law. Section 3. It is hereby determined that the period of probable usefulness of the aforesaid specific object or purpose is five years, pursuant to subdivision 62(2nd) of paragraph a of Section 11.00 of the Local Finance Law. It is hereby further determined that the maximum maturity of the bonds herein authorized will not exceed five years. 4148-8251-9643.1 Page 280 of 386 Section 4. The faith and credit of said Town of Mamaroneck, Westchester County, New York, are hereby irrevocably pledged for the payment of the principal of and interest on such bonds as the same respectively become due and payable. An annual appropriation shall be made in each year sufficient to pay the principal of and interest on such bonds becoming due and payable in such year. There shall annually be levied on all the taxable real property of said Town, a tax sufficient to pay the principal of and interest on such bonds as the same become due and payable. Section 5. Subject to the provisions of the Local Finance Law, the power to authorize the issuance of and to sell bond anticipation notes in anticipation of the issuance and sale of the bonds herein authorized, including renewals of such notes, is hereby delegated to the Supervisor, the chief fiscal officer. Such notes shall be of such terms, form and contents, and shall be sold in such manner, as may be prescribed by said Supervisor, consistent with the provisions of the Local Finance Law. - Section 6. All other matters, except as provided herein relating to such bonds, including determining whether to issue such bonds having substantially level or declining annual debt service and all matters related thereto, prescribing whether manual or facsimile signatures shall appear on said bonds, prescribing the method for the recording of ownership of said bonds, appointing the fiscal agent or agents for said bonds, providing for the printing and delivery of said bonds (and if said bonds are to be executed in the name of the Town by the facsimile signature of the Supervisor, providing for the manual countersignature of a fiscal agent or of a designated official of the Town), the date, denominations, maturities and interest payment dates, place or places of payment, and also including the consolidation with other issues, shall be determined by the Supervisor. Such bonds shall contain substantially the recital of validity -2- 4148-8251-9643.1 Page 281 of 386 clause provided for in section 52.00 of the Local Finance Law and shall otherwise be in such form and contain such recitals in addition to those required by section 52.00 of the Local Finance Law, as the Supervisor shall determine. Section 7. This resolution shall constitute a statement of official intent for purposes of Treasury Regulations Section 1.150 - 2. Other than as specified in this resolution, no monies are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside with respect to the permanent funding of the object or purpose described herein. Section 8. The validity of such bonds and bond anticipation notes may be contested only if: 1) Such obligations are authorized for an object or purpose for which said Town is not authorized to expend money,or 2) The provisions of law which should be complied with at the date of publication of this resolution are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication,or 3) Such obligations are authorized in violation of the provisions of the Constitution. Section 9. This resolution, which takes effect immediately, shall be published in summary form in the official newspaper of said Town for such purpose, together with a notice of the Town Clerk in substantially the form provided in Section 81.00 of the Local Finance Law. -3- 4148-8251-9643.1 Page 282 of 386 BOND RESOLUTION DATED APRIL 16, 2025. A RESOLUTION AUTHORIZING, SUBJECT TO PERMISSIVE REFERENDUM, CONSTRUCTION OF FIVE FOOT WIDE SIDEWALK CONNECTION ALONG WEAVER STREET, IN AND FOR THE TOWN OF MAMARONECK, WESTCHESTER COUNTY, NEW YORK, AT A MAXIMUM ESTIMATED COST OF $922,100 AND AUTHORIZING THE ISSUANCE OF $922,100 SERIAL BONDS OF SAID TOWN TO PAY THE COST THEREOF. WHEREAS, the capital project hereinafter described, as proposed, has been determined to be a Type II Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act, which regulations state that Type II Actions will not have a significant adverse impact on the environment;NOW, THEREFORE, WHEREAS, it is now desired to authorize the financing of such capital project; NOW, THEREFORE, BE IT RESOLVED, by the affirmative vote of not less than two-thirds of the total voting strength of the Town Board of the Town of Mamaroneck, Westchester County, New York, as follows: Section 1. Construction of a new five foot wide sidewalk connection along Weaver Street, in and for the Town of Mamaroneck, Westchester County, New York, including incidental improvements and expenses in connection therewith, is hereby authorized at a maximum estimated cost of$922,100. Section 2. The plan for the financing of the aforesaid maximum estimated cost is by the issuance of$922,100 bonds of said Town,hereby authorized to be issued therefor pursuant to the provisions of the Local Finance Law. 4147-1730-3643.1 Page 283 of 386 Section 3. It is hereby determined that the period of probable usefulness of the aforesaid specific object or purpose is ten years, pursuant to subdivision 24 of paragraph a of Section 11.00 of the Local Finance Law. It is hereby further determined that the maximum maturity of the bonds herein authorized will exceed five years. Section 4. The faith and credit of said Town of Mamaroneck, Westchester County, New York, are hereby irrevocably pledged for the payment of the principal of and interest on such bonds as the same respectively become due and payable. An annual appropriation shall be made in each year sufficient to pay the principal of and interest on such bonds becoming due and payable in such year. There shall annually be levied on all the taxable real property of said Town, a tax sufficient to pay the principal of and interest on such bonds as the same become due and payable. Section 5. Subject to the provisions of the Local Finance Law, the power to authorize the issuance of and to sell bond anticipation notes in anticipation of the issuance and sale of the bonds herein authorized, including renewals of such notes, is hereby delegated to the Supervisor, the chief fiscal officer. Such notes shall be of such terms, form and contents, and shall be sold in such manner, as may be prescribed by said Supervisor, consistent with the provisions of the Local Finance Law. Section 6. All other matters, except as provided herein relating to such bonds, including determining whether to issue such bonds having substantially level or declining annual debt service and all matters related thereto, prescribing whether manual or facsimile signatures shall appear on said bonds, prescribing the method for the recording of ownership of said bonds, appointing the fiscal agent or agents for said bonds, providing for the printing and delivery of said bonds (and if said bonds are to be executed in the name of the Town by the facsimile -2- 4147-1730-3643.1 Page 284 of 386 signature of the Supervisor, providing for the manual countersignature of a fiscal agent or of a designated official of the Town), the date, denominations, maturities and interest payment dates, place or places of payment, and also including the consolidation with other issues, shall be determined by the Supervisor. Such bonds shall contain substantially the recital of validity clause provided for in section 52.00 of the Local Finance Law and shall otherwise be in such form and contain such recitals in addition to those required by section 52.00 of the Local Finance Law, as the Supervisor shall determine. Section 7. This resolution shall constitute a statement of official intent for purposes of Treasury Regulations Section 1.150 - 2. Other than as specified in this resolution, no monies are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside with respect to the permanent funding of the object or purpose described herein. Section 8. The validity of such bonds and bond anticipation notes may be contested only if: 1) Such obligations are authorized for an object or purpose for which said Town is not authorized to expend money, or 2) The provisions of law which should be complied with at the date of publication of this resolution are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication, or 3) Such obligations are authorized in violation of the provisions of the Constitution. Section 9. Upon this resolution taking effect, the same shall be published in summary form in the official newspaper of said Town for such purpose, together with a notice of the Town Clerk in substantially the form provided in Section 81.00 of the Local Finance Law. -3- 4147-1730-3643.1 Page 285 of 386 Section 10. THIS RESOLUTION IS ADOPTED SUBJECT TO PERMISSIVE REFERENDUM. 1 The question of the adoption of the foregoing resolution was duly put to a vote on roll call, which resulted as follows: 1 VOTING VOTING VOTING VOTING VOTING VOTING VOTING The resolution was thereupon declared duly adopted. * * * * * * -4- 4147-1730-3643.1 Page 286 of 386 BOND RESOLUTION DATED APRIL 16, 2025. A RESOLUTION AUTHORIZING, SUBJECT TO PERMISSIVE REFERENDUM, CURB IMPROVEMENTS ON HOWELL AVENUE, IN AND FOR THE TOWN OF MAMARONECK, WESTCHESTER COUNTY, NEW YORK, AT A MAXIMUM ESTIMATED COST OF $153,000 AND AUTHORIZING THE ISSUANCE OF $153,000 SERIAL BONDS OF SAID TOWN TO PAY THE COST THEREOF. WHEREAS, the capital project hereinafter described, as proposed, has been determined to be a Type II Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act, which regulations state that Type II Actions will not have a significant adverse impact on the environment;NOW, THEREFORE, WHEREAS, it is now desired to authorize the financing of such capital project; NOW, THEREFORE, BE IT RESOLVED, by the affirmative vote of not less than two-thirds of the total voting strength of the Town Board of the Town of Mamaroneck, Westchester County, New York, as follows: Section 1. Curb improvements on Howell Avenue in and for the Town of Mamaroneck, Westchester County, New York, including incidental improvements and expenses in connection therewith, are hereby authorized at a maximum estimated cost of$153,000. Section 2. The plan for the financing of the aforesaid maximum estimated cost is by the issuance of$153,000 bonds of said Town, hereby authorized to be issued therefor pursuant to the provisions of the Local Finance Law. Section 3. It is hereby determined that the period of probable usefulness of the aforesaid specific object or purpose is ten years, pursuant to subdivision 24 of paragraph a of 4125-1313-1099.1 Page 287 of 386 Section 11.00 of the Local Finance Law. It is hereby further determined that the maximum maturity of the bonds herein authorized will exceed five years. Section 4. The faith and credit of said Town of Mamaroneck, Westchester County, New York, are hereby irrevocably pledged for the payment of the principal of and interest on such bonds as the same respectively become due and payable. An annual appropriation shall be made in each year sufficient to pay the principal of and interest on such bonds becoming due and payable in such year. There shall annually be Ievied on all the taxable real property of said Town, a tax sufficient to pay the principal of and interest on such bonds as the same become due and payable. Section 5. Subject to the provisions of the Local Finance Law, the power to authorize the issuance of and to sell bond anticipation notes in anticipation of the issuance and sale of the bonds herein authorized, including renewals of such notes, is hereby delegated to the Supervisor, the chief fiscal officer. Such notes shall be of such terms, form and contents, and shall be sold in such manner, as may be prescribed by said Supervisor, consistent with the provisions of the Local Finance Law. Section 6. AlI other matters, except as provided herein relating to such bonds, 14 including determining whether to issue such bonds having substantially level or declining annual debt service and all matters related thereto, prescribing whether manual or facsimile signatures shall appear on said bonds, prescribingthe method for the recordingof ownershipof said bonds, appointing the fiscal agent or agents for said bonds, providing for the printing and delivery of said bonds (and if said bonds are to be executed in the name of the Town by the facsimile signature of the Supervisor, providing for the manual countersignature of a fiscal agent or of a designated official of the Town), the date, denominations, maturities and interest payment dates, -2- 4125-1313-1099.1 Page 288 of 386 place or places of payment, and also including the consolidation with other issues, shall be determined by the Supervisor. Such bonds shall contain substantially the recital of validity clause provided for in section 52.00 of the Local Finance Law and shall otherwise be in such form and contain such recitals in addition to those required by section 52.00 of the Local Finance Law, as the Supervisor shall determine. Section 7. This resolution shall constitute a statement of official intent for purposes of Treasury Regulations Section 1.150 - 2. Other than as specified in this resolution, no monies are, or are reasonably expected to be, reserved, allocated on a long-term basis, or otherwise set aside with respect to the permanent funding of the object or purpose described herein. Section 8, The validity of such bonds and bond anticipation notes may be contested only if: 1) Such obligations are authorized for,an object or purpose for which said Town is not authorized to expend money, or 2) The provisions of law which should be complied with at the date of publication of this resolution are not substantially complied with, and an action, suit or proceeding contesting such validity is commenced within twenty days after the date of such publication,or 3) Such obligations are authorized in violation of the provisions of the Constitution. Section 9. Upon this resolution taking effect, the same shall be published in summary form in the official newspaper of said Town for such purpose, together with a notice of the Town Clerk in substantially the form provided in Section 81.00 of the Local Finance Law. Section 10. THIS RESOLUTION IS ADOPTED SUBJECT TO PERMISSIVE REFERENDUM. -3- 4125-1313-1099.1 Page 289 of 386 43235-2-731 At a regular meeting of the Town Board of the Town of Mamaroneck, Westchester County, New York, held at the Town Center, in Mamaroneck, New York on April16, 2025, at :00 o'clock P.M., Prevailing Time. PRESENT: Supervisor Councilman Councilman Councilman Councilman In the Matter of ORDER The Increase and Improvement of the Facilities CALLING of Garbage District No. 1, in the Town of PUBLIC Mamaroneck, Westchester County,New York HEARING WHEREAS, the Town Board of the Town of Mamaroneck, Westchester County, New York, has caused to be prepared a map, plan and report, including an estimate of cost, pursuant to Section 202-b of the Town Law, relating to the increase and improvement of the facilities of Garbage District No. 1, in the Town of Mamaroneck, Westchester County, New York (the "Garbage District No. 1"), being the demolition of a municipally-owned garbage incinerator at the Sanitation Building, including incidental expenses in connection therewith, at a maximum estimated cost of$513,000; and Page 290 of 386 WHEREAS, said capital project has been determined to be an Unlisted Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act ("SEQRA"), the implementation of which as proposed, it has been determined will not result in any significant adverse environmental effect; and WHEREAS, it is now desired to call a public hearing on the question of the increase and improvement of the facilities of said Garbage District No. 1, in the matter described above, and to hear all persons interested in the subject thereof, concerning the same, in accordance with the provisions of Section 202-b of the Town Law; NOW,THEREFORE, IT IS HEREBY ORDERED, by the Town Board of the Town of Mamaroneck, Westchester County, New York, as follows: Section 1. A public hearing will be held in the Town Center, in Mamaroneck , New York, in said Town, on May , 2025, at o'clock P.M., Prevailing Time, on the question of the increase and improvement of the facilities of Garbage District No. 1, in the Town of Mamaroneck, Westchester County, New York, in the manner described in the preambles hereof, and to hear all persons interested in the subject thereof, concerning the same, and to take such action thereon as is required or authorized by Iaw. s Section 2. The Town CIerk is hereby authorized and directed to cause a copy of the Notice of Public Hearing hereinafter provided to be published once in the official newspaper, and also to cause a copy thereof to be posted on the'sign board of the Town, such publication and posting to be made not less than ten, nor more than twenty, days before the date designated for the hearing. Page 291 of 386 Section 3. The notice of public hearing shall be in substantially the form attached hereto as Exhibit A and hereby made a part hereof. Section 4. This Order shall take effect immediately. Page 292 of 386 43235-2-732 At a regular meeting of the Town Board of the Town of Mamaroneck, Westchester County, New York, held at the Town Center, in Mamaroneck, New York on April16, 2025, at _:00 o'clock P.M., Prevailing Time. PRESENT: Supervisor Councilman Councilman Councilman Councilman In the Matter of ORDER The Increase and Improvement of the Facilities CALLING of Water District No. 1, in the Town of PUBLIC Mamaroneck, Westchester County, New York HEARING WHEREAS, the Town Board of the Town of Mamaroneck, Westchester County, New York, has caused to be prepared a map, plan and report, including an estimate of cost, pursuant to Section 202-b of the Town Law, relating to the increase and improvement of the facilities of Water District No. 1, in the Town of Mamaroneck, Westchester County, New York (the "Water District"), being the rehabilitation of the Park Lane Storage Tank, including incidental equipment and expenses in connection therewith, at a maximum estimated cost of $84,600; and Page 293 of 386 WHEREAS, said capital project has been determined to be a Type II Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act ("SEQRA"), the implementation of which as proposed, it has been determined will not result in a significant environmental effect; and WHEREAS, it is now desired to call a public hearing on the question of the increase and improvement of the facilities of said Water District, in the matter described above, and to hear all persons interested in the subject thereof, concerning the same, in accordance with the provisions of Section 202-b of the Town Law; NOW, THEREFORE, IT IS HEREBY ORDERED, by the Town Board of the Town of Mamaroneck, Westchester County, New York, as follows: Section 1. A public hearing will be held in the Town Center, in Mamaroneck , New York, in said Town, on May , 2025, at o'clock P.M., Prevailing Time, on the question of the increase and improvement of the facilities of Water District No. 1, in the Town of Mamaroneck, Westchester County, New York, in the manner described in the preambles hereof, and to hear all persons interested in the thereof, concerningthe same, subject and to take such action thereon as is required or authorized by law. Section 2 The Town Clerk is herebyauthorized and directed tocause a copy of the Notice of Public Hearing hereinafter provided to be published once in the official newspaper, and also to cause a copy thereof to be posted on the sign board of the Town, such publication and posting to be made not less than ten, nor more than twenty, days before the date designated for the hearing. Page 294 of 386 Section 3. The notice of public hearing shall be in substantially the form attached hereto as Exhibit A and hereby made a part hereof. Section 4. This Order shall take effect immediately. Page 295 of 386 The question of the adoption of the foregoing order was duly put to a vote on roll call, which resulted as follows: VOTING VOTING VOTING VOTING VOTING The Order was thereupon declared duly adopted. * * * * * * * Page 296 of 386 43235-2-736 At a regular meeting of the Town Board of the Town of Mamaroneck, Westchester County, New York, held at the Town Center, in Mamaroneck, New York on . April 16, 2025, at _:00 o'clock P.M., Prevailing Time. PRESENT: Supervisor Councilman Councilman Councilman Councilman In the Matter of ORDER The Increase and Improvement of the Facilities CALLING of Water District No. 1, in the Town of PUBLIC Mamaroneck, Westchester County,New York HEARING WHEREAS, the Town Board of the Town of Mamaroneck, Westchester County, New York, has caused to be prepared a map, plan and report, including an estimate of cost, pursuant to Section 202-b of the Town Law, relating to the increase and improvement of the facilities of Water District No. 1, in the Town of Mamaroneck, Westchester County, New York (the "Water District"), being the Town share of the cost of the Rye Lake Filtration Plant Project of the Westchester Joint Water Works ("WJWW"), including incidental improvements and expenses in connection therewith, at a maximum estimated cost of$11,355,000; and Page 297 of 386 WHEREAS, said capital project has been determined to be an Unlimited Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act ("SEQRA"), the implementation of which as proposed, it has been determined will not result in a significant environmental effect; and WHEREAS, it is now desired to call a public hearing on the question of the increase and improvement of the facilities of said Water District, in the matter described above, and to hear all persons interested in the subject thereof, concerning the same, in accordance with the provisions of Section 202-b of the Town Law;NOW, THEREFORE, IT IS HEREBY ORDERED, by the Town Board of the Town of Mamaroneck, Westchester County, New York, as follows: Section 1. A public hearing will be held in the Town Center, in Mamaroneck , New York, in said Town, on May 7, 2025, at o'clock P.M., Prevailing Time, on the question of the increase and improvement of the facilities of Water District No. 1, in the Town of Mamaroneck, Westchester County, New York, in the manner described in the preambles hereof, and to hear all persons interested in the subject thereof, concerning the same, and to take such action thereon as is required or authorized by law. Section 2. The Town Clerk is hereby authorized and directed to cause a copy of the Notice of Public Hearing hereinafter provided to be published once in the official newspaper, and also to cause a copy thereof to be posted on the sign board of the Town, such publication and posting to be made not less than ten, nor more than twenty, days before the date designated for the hearing. Page 298 of 386 Section 3. The notice of public hearing shall be in substantially the form attached hereto as Exhibit A and hereby made a part hereof. Section 4. This Order shall take effect immediately. Page 299 of 386 The question of the adoption of the foregoing order was duly put to a vote on_roll call, which resulted as follows: VOTING VOTING VOTING VOTING VOTING The Order was thereupon declared duly adopted. * * * * Page 300 of 386 43235-2-734 At a regular meeting of the Town Board of the Town of Mamaroneck, Westchester County, New York, held at the Town Center, in Mamaroneck, New York on April 16, 2025, at :00 o'clock P.M., Prevailing Time. PRESENT: Supervisor Councilman Councilman Councilman Councilman In the Matter _ of ORDER The Increase and Improvement of the Facilities CALLING of Water District No. 1, in the Town of PUBLIC Mamaroneck,Westchester County,New York HEARING WHEREAS, the Town Board of the Town of Mamaroneck, Westchester County, New York, has caused to be prepared a map, plan and report, including an estimate of cost, pursuant to Section 202-b of the Town Law, relating to the increase and improvement of the facilities of Water District No. 1, in the Town of Mamaroneck,Westchester County, New York (the "Water District"), being the Town share of the replacement of lead service lines program of the Westchester Joint Water Works ("WJWW"), including incidental improvements and expenses in connection therewith, at a maximum estimated cost of$960,400; and Page 301 of 386 WHEREAS, said capital project has been determined to be a Type II Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act ("SEQRA"), the implementation of which as proposed, it has been determined will not result in a significant environmental effect; and WHEREAS, it is now desired to call a public hearing on the question of the increase and improvement of the facilities of said Water District No. 1, in the matter described above, and to hear all persons interested in the subject thereof, concerning the same, in accordance with the provisions of Section 202-b of the Town Law;NOW,THEREFORE, IT IS HEREBY ORDERED, by the Town Board of the Town of Mamaroneck, Westchester County, New York, as follows: Section 1. A public hearing will be held in the Town Center, in Mamaroneck , New York, in said Town, on May 7, 2025, at o'clock P.M., Prevailing Time, on the question of the increase and improvement of the facilities of Water District No. 1, in the Town of Mamaroneck, Westchester County, New York, in the manner described in the preambles hereof, and to hear all persons interested in the subject thereof, concerning the same, and to take such action thereon as is required or authorized by law. Page 302 of 386 Section 2. The Town Clerk is hereby authorized and directed to cause a copy of the Notice of Public Hearing hereinafter provided to be published once in the official newspaper, and also to cause a copy thereof to be posted on the sign board of the Town, such publication and posting to be made not less than ten, nor more than twenty, days before the date designated for the hearing. Section 3. The notice of public hearing shall be in substantially the form attached hereto as Exhibit A and hereby made a part hereof. Section 4. This Order shall take effect immediately. �h ,r Page 303 of 386 The question of the adoption of the foregoing order was duly put to a vote on roll call, which resulted as follows: VOTING VOTING VOTING VOTING VOTING The Order was thereupon declared duly adopted. * * * * * * * Page 304 of 386 , t 43235-2-733 At a regular meeting of the Town Board of the Town of Mamaroneck, Westchester County, New York, held at the Town Center, in Mamaroneck, New York on Apri116, 2025, ,at :00 o'clock P.M., Prevailing Time. PRESENT: Supervisor Councilman Councilman Councilman Councilman In the Matter of ORDER The Increase and Improvement of the Facilities CALLING of Water District No. 1, in the Town of PUBLIC Mamaroneck, Westchester County,New York HEARING WHEREAS, the Town Board of the Town of Mamaroneck, Westchester County, New York, has caused to be prepared a map, plan and report, including an estimate of cost, pursuant to Section 202-b of the Town Law, relating to the increase and improvement of the facilities of Water District No. 1, in the Town of Mamaroneck, Westchester County, New York (the "Water District"), being the Town share of the cost of the Kensico Reservoir Storm Water Mitigation Program of the Westchester Joint Water Works ("WJWW"), including incidental Page 305 of 386 improvements and expenses in connection therewith, at a maximum estimated cost of$170,000; and WHEREAS, said capital project has been determined to be a Type II Action pursuant to the regulations of the New York State Department of Environmental Conservation promulgated pursuant to the State Environmental Quality Review Act ("SEQRA"), the implementation of which as proposed as such, it has been determined will not result in any significant adverse environmental effect; and WHEREAS, it is now desired to call a public hearing on the question of the increase and improvement of the facilities of said Water District, in the matter described above, and to hear all persons interested in the subject thereof, concerning the same, in accordance with the provisions of Section 202-b of the Town Law; NOW,THEREFORE, IT IS HEREBY ORDERED, by the Town Board of the Town of Mamaroneck, Westchester County, New York, as follows: Section 1. A public hearing will be held in the Town Center, in Mamaroneck , New York, in said Town, on May , 2025, at - o'clock P.M., Prevailing Time, on the question of the increase and improvement of the facilities of Water District No. 1, in the Town of Mamaroneck, Westchester County, New York, in the manner described in the preambles hereof, and to hear all persons interested in the subject thereof, concerning the same, and to take such action thereon as is required or authorized by law. Page 306 of 386 Section 2. The Town Clerk is hereby authorized and directed to cause a copy of the Notice of Public Hearing hereinafter provided to be published once in the official newspaper, and also to cause a copy thereof to be posted on the sign board of the Town, such publication and posting to be made not less than ten, nor more than twenty, days before the date designated for the hearing. Section 3. The notice of public hearing shall be in substantially the form attached hereto as Exhibit A and hereby made a part hereof. Section 4. This Order shall take effect immediately. 4 Page 307 of 386 The question of the adoption of the foregoing order was duly put to a vote on roll call, which resulted as follows: VOTING VOTING VOTING } VOTING VOTING The Order was thereupon declared duly adopted. * * * * * * * Page 308 of 386 BOND RESOLUTION DATED APRIL 16,2025 A RESOLUTION REPEALING AN UNUSED PORTION OF A CERTAIN BOND RESOLUTION ADOPTED BY THE TOWN OF MAMARONECK, WESTCHESTER COUNTY,NEW YORK. WHEREAS,the Town Board of the Town of Mamaroneck, Westchester County,New York (the "Town") has heretofore duly adopted a bond resolution of said Town for a certain purpose as hereinafter described; and WHEREAS, it has now been determined that the unissued portion of said financing authorization will not be required for said capital project and it is now desired to repeal a portion of said serial bond authorization to the extent not heretofore utilized;NOW, THEREFORE,BE IT RESOLVED, by the affirmative vote of not less than a majority of the total voting strength of the Town Board of the Town of Mamaroneck, Westchester County,New York, as follows: Section 1. The serial bond authorization of the bond resolution hereinafter specified is hereby repealed in the amount specified below; provided, however, such repeal shall only be effective to the extent any such authorization to be repealed has not heretofore been utilized for the issuance of obligation of the Town therefor: BONDS BONDS DATE PROJECT AUTHORIZED REPEALED February 6,2019 Traffic Signals $866,000 $89,536 Section 2. THIS RESOLUTION SHALL TAKE EFFECT IMMEDIATELY AND NEITHER PUBLICATION NOR POSTING SHALL BE REQUIRED. * * * * * 4137-6880-3419.1 Page 309 of 386 RESOLUTION DATED APRIL 16, 2025. RESOLUTION OF INTENT REGARDING THE TEMPORARY EXPENDITURE OF GENERAL FUND OR WATER FUND MONIES PRIOR TO THE PROPOSED ADOPTION OF A BOND RESOLUTION THEREON, BY THE TOWN OF MAMARONECK, WESTCHESTER COUNTY, NEW YORK, IN THE AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $951,900 FOR A CERTAIN CAPITAL PROJECT OF AND FOR SAID TOWN WHEREAS, the Town of Mamaroneck, Westchester County, New York (the "Town"), has the power and authority to adopt a bond resolution for the purpose of paying the cost of the Town's share of certain lead service line project expenses of the Westchester Joint Water Works ("WJWW") after completion of the statutory requirements of Section 202-b of the Town Law, at a maximum estimated cost of not to exceed $951,900 (the "Project") pursuant to the provisions of the Local Finance Law of the State of New York (the "Local Finance Law"), and to finance such expenses after completion of said proceedings; and WHEREAS, the Internal Revenue Code of 1986, as amended, and the United States Treasury Department regulations promulgated thereunder (together, the "Code") require that an issuer who intends to reimburse itself for monies to be advanced and expended for a capital project from the proceeds of a tax-exempt obligation of the issuer, adopt a declaration of official intent to so reimburse not later than sixty days after the payment of any such original expenditures paid with such advanced monies, unless otherwise excluded from said requirement by the Code; and WHEREAS, the Code provides that such declaration may be made in the form of a resolution of the issuer; NOW, THEREFORE, BE IT RESOLVED, by the Town of Mamaroneck, Westchester County,New York, as follows: 4130-1205-8203 Page 310 of 386 Section 1. The Town hereby finds and determines: (a) By virtue of the Local Finance Law and the Town Law, the Town has been vested with all powers necessary and convenient to carry out and effectuate the purposes and provisions of the Local Finance Law and to exercise all powers granted to it under the Local Finance Law. (b) It is the intent of the Town to enter into a capital project financing of bond anticipation notes and serial bonds in the aggregate new money principal amount not exceeding $951,900 (the "Tax-Exempt Debt") for the purpose of paying the costs of the Project, pursuant to the provisions of the Local P Y g Finance Law after the Section 202-b proceedings are completed. (c) It is expected that under Section 149(e) of the Code, interest on the Tax- Exempt Debt will not be includable in gross income for federal income tax purposes. (d) It is necessaryfor the Town to advance payment for the project to WJWW PYm prior to completion of said proceedings in accordance with contractual arrangements with WJWW. (e) In anticipation of such financing, the Town hereby states its intention to reimburse general fund or water fund monies of the Town heretofore and hereafter expended in an amount not to exceed $951,900 in connection with the Project prior to the issuance of any Tax-Exempt Debt, such reimbursement allocations to be made not later than eighteen months after the date the original expenditure is paid, or such later date as may be -2- 4130-1205-8203 Page 311 of 386 authorized in the Code and such expenditure of general fund or water fund monies is hereby authorized. Section 2. A copy of this resolution shall be placed on file in the administrative offices of the Town where the same shall be available for inspection during business hours. Section 3. This resolution shall take effect immediately. -3- 4130-1205-8203 Page 312 of 386 61' 47, m Town of Mamaroneck Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck,NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator CC: Tracy Yogman, Town Comptroller Re: 2025 Capital Budget Amendments Date: April 16, 2025 Attached please find a memo from Tracy Yogman, Town Comptroller, regarding 2025 Capital Budget Amendments. Action Requested: Resolved that the Town Board hereby authorizes the Comptroller to make the necessary budget amendments, as presented. Page 313 of 386 u_r "v t; n Town of Mamaroneck Comptroller, Town Center OuNDED 1661 740 West Boston Post Road,Mamaroneck,NY 10543-3353 INTERDEPARTMENT MEMORANDUM TEL: (914) 381-7810 FAX: (914) 381-7809 tyogman@townofmamaroneckNY.org Date: April 16, 2025 To: Meredith Robson, Town Administrator From: Tracy Yogman, Town Comptroller Subject: 2025 Capital Budget Amendments General: In compliance with the Budget Policy, the following 2025 capital budget amendments are recommended for approval. 1. Rye Lake Filtration (H1364) The consent decree and both the IMG grant for the Rye Lake Filtration Plant requires each WJWW member to pass bond resolutions for the full cost of the filter plant project evidencing financial support for the project on the part of the members. The revised estimated cost of the plant is $205 million ($30 million increase). The Town's 16.7% share is now$34,235,0000 plus estimated bond costs of$593,000 for a total of$34,828,000.As a reminder, WJWW has been awarded a $30 million grant from IMG. The Town's share will be reduced by $5,010,000 requiring funding in total of $29,818,000. A budget amendment is recommended below to complete the funding based on this estimate. 2. Park Lane Storage Tank#2 Rehabilitation (H1397) Park Lane Water Storage Tank #2 rehabilitation is required to avoid structural steel failures and extend the useful life of the water tank and to meet current regulatory requirements. Additional funding is needed to complete this $392k project. The additional $84,600 will be bonded. A budget amendment is recommended below to complete the funding based on this estimate. 3. Kensico Reservoir Storm Water Mitigation/Lead Service Lines (H1399) The Supplemental Environmental Projects(Kensico Reservoir Storm Water Mitigation required by the consent decree is still in the review stage. The USDOJ,which is requiring the project,has received a proposed project plan from WJWW and its engineers are reviewing. This project is estimated at $1 million and the Town's share is$167,000. The 2025 Adopted Budget included a budget of$200,400 and requires an reduction. The second supplemental project is the Lead Service Line Replacement Public Benefit Project required under the consent decree. The estimate is $5,700,000 of which the Town's share is $951,900 plus estimated bond costs of$8,500 for a total of$960,400. A budget amendment resolution is attached to adjust the estimated costs to current estimates. Page 314 of 386 4. Senior Center Generator (H6703) Design development and installation of a new gas powered backup generator at the Sr Center. The Town was just awarded a CDBG grant in the amount of $94,275 (50%) that requires the Town to provide a 50% match. The Senior Center does not currently have emergency backup power. The center is considered a critical facility that serves as both a cooling center and an emergency shelter for the community. This project was eliminated from the 2025 budget as we did not have confirmation of the grant award. A budget amendment to fund this project is recommended below. 5.Weaver St Sidewalk Extension (H5145) Construction of a new five foot wide sidewalk connection along Weaver St. is in progress. A small budget amendment is needed for rounding to complete the funding. 6. Hommocks Pool (H7125) Design for the pool improvements is anticipated to begin in 2025. The design is estimated at $298,500. The Town has been awarded a $250,000 grant for the design and our share will be $48,500. A budget amendment is recommended below. Attachment/s: 2025 CAPITAL BUDGET AMENDMENTS - April 16, 2025 Page 315 of 386 2025 CAPITAL BUDGET AMENDMENTS Item Budget Increase/ # Type Account Description (Decrease) Amount Fund 1 Expense H1364-0400 Rye Lake Filter Plant Increase 10,020,000 Expense H1364-4022 Bond Costs Increase 206,500 Revenue H1364-5710 Serial Bonds Increase 10,226,500 2 Expense H1397-0400 Parklane Storage #2 Increase 83,300 Expense H1397-4022 Bond Costs Increase 1,300 Revenue H1397-5710 Serial Bonds Increase 84,600 3 Expense H1399-0400 Kensico Reservoir Storm Water System Decrease (33,400) Expense H1399-0400 Lead Service Lines Increase 16,700 Revenue H1399-5710 Serial Bonds Decrease (16,700) 4 Expense H6703-0400 Sr. Center Generator Increase 188,550 Expense H6703-4022 Bond Costs Increase 1,025 Revenue H6703-4989 Fed Aid-CDBG Increase 94,275 Revenue H6703-5710 Serial Bonds Increase 95,300 5 Expense H5145-0400 Weaver St- Bond Costs Increase 35 Revenue H5145-5710 Serial Bonds Increase 35 6 Revenue H7125-5031 Transfer from A Increase 48,500 Revenue H7125-5710 Serial Bonds DecreaSe (48,500) GENERAL FUND(FUND A) 6 Expense H9900-9950 TransfertoA Increase $ 48,500 Expense A1900-4050 Contingency DecreaSe (48,500) Page 316 of 386 c m Town of Mamaroneck Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck,NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator CC: Robert P. Wasp, Town Engineer Marc Romero,Assistant to the Town Administrator Re: Revision to Salary Authorization - Jr. Civil Engineer Date: March 19, 2025 Authorization is requested to adjust the annual salary of Michael Perri, who was appointed to the position of Junior Civil Engineer at the March 19th Town Board meeting. Upon further review, it has been determined that the adjustment is necessary to align with the position's classification group.The adjustment of an additional $863.00 per year will increase Mr. Perri's salary to $78,981.00 per year. Action Requested: Resolved that the Town Board hereby approves an adjusted annual salary for Michael Perri of$78,981.00. Page 317 of 386 c m Town of Mamaroneck Town Center FOUNDED 1661 740 West Boston Post Road, Mamaroneck,NY 10543-3353 OFFICE OF THE TOWN ADMINISTRATOR TEL: (914) 381-7810 FAX: (914) 381-7809 mrobson@townofmamaroneckNY.org To: Supervisor and Town Board From: Meredith S. Robson, Town Administrator Re: Revision to Salary Authorization - Auto Mechanic Date: April 16, 2025 This is a request to adjust the annual salary authorization approved at the April 2nd meeting for Jesus Cardenas. Upon further review, we found that an error was made in the salary authorization requested. Two numbers were transposed. Action Requested: Resolved that the Town Board hereby approves Jesus Cardenas's adjusted annual salary to $70,063.00,instead of$70,603.00. Page 318 of 386 Town of Mamaroneck 447 .; Town Board Minutes o +f_ } Monday, March 31,2025, Conference Room D, First Floor of z 7-, Town Center 6:30 PM FOUNDED 1661 PRESENT: Jaine Elkind Eney, Town Supervisor Sabrina Fiddelman, Councilmember Jeffery L. King, Councilmember Robin Nichinsky, Councilmember Anant Nambiar, Councilmember Bill Paonessa, Recreation Commission Darren Moss, Recreation Commission ABSENT: ALSO PRESENT: Meredith S. Robson, Town Administrator 6:30 PM SPECIAL MEETING OF THE TOWN BOARD CALL TO ORDER The Special Meeting of the Town Board was called to order by Town Supervisor Elkind Eney at 6:32 p.m. 1. Request for Executive Session Moved by Councilmember King, seconded by Councilmember Nambiar, the Town Board agreed to enter into an Executive Session to discuss the potential sale of land. Carried Moved by Councilmember Fiddelman, seconded by Councilmember Nichinsky, the Town Board unanimously agreed to end the Executive Session and close the meeting at 8:40 p.m. Carried REGULARLY SCHEDULED MEETING - April 2,2025 Respectfully Submitted by Allison May, Town Clerk Page 319 of 386 47 Town of Mamaroneck t ,''''4 Town Board Minutes o +f_ 4 Tuesday, April 1, 2025, Mamaroneck High School W �i ,� n Library Classroom, 1000 W. Boston Post Road, 6:30 PM FOUNDED 1661 PRESENT: Jaine Elkind Eney, Town Supervisor Sabrina Fiddelman, Councilwoman Jeffery L. King, Councilman Robin Nichinsky, Councilwoman Anant Nambiar, Councilman Bill Paonessa, Recreation Commission Darren Moss, Recreation Commission ABSENT: ALSO PRESENT: Meredith S. Robson, Town Administrator Robert P. Wasp, Town Engineer Various members, Fields for Kids 6:30 PM SPECIAL MEETING OF THE TOWN BOARD AND THE MAMARONECK FREE UNION SCHOOL DISTRICT SCHOOL BOARD CALL TO ORDER 1. Request for Executive Session Moved by Councilmember Fiddelman, seconded by Councilmember Nambiar, the Town Board agreed to open the meeting at 6:30 p.m. and enter into an Executive Session to discuss the potential sale of land. Carried Moved by Councilmember King, seconded by Councilmember Fiddelman, the Town Board unanimously agreed to end the Executive Session and adjourned the meeting at 7:45 p.m. Carried REGULARLY SCHEDULED MEETING —April 2,2025 Respectfully Submitted by Allison May, Town Clerk Page 320 of 386 Town of Mamaroneck 447 .; Town Board Minutes o ,f_ } z Wednesday, April 2, 2025, Courtroom, Second Floor of Town z ` 4' 7-, 1 Center 5:00 PM FOUNDED 1661 PRESENT: Jaine Elkind Eney, Town Supervisor Sabrina Fiddelman, Councilmember Jeffery L. King, Councilmember Robin Nichinsky, Councilmember Anant Nambiar, Councilmember ABSENT: ALSO PRESENT: Allison May, Town Clerk Meredith S. Robson, Town Administrator William Maker Jr., Town Attorney Tracy Yogman, Town Comptroller Robert P. Wasp, Town Engineer Marc Romero, Assistant to the Town Administrator Christine Canavan, Assistant to the Town Administrator 5:00 PM THE TOWN BOARD WORK SESSION The Work Session of the Town Board was called to order by Town Supervisor Elkind Eney. Moved by Councilmember Nichinsky, seconded by Councilmember Nambiar, the Work Session unanimously opened at 5:02 p.m. WORK SESSION ITEMS 1. Discussion - Retainer Agreement for Labor& Employment Law Services Administrator Robson proposed that the Town Board consider renewing the engagement of Lars Mead, Partner at Coughlin &Gerhart, LLP, as special legal counsel for labor and employment matters. The firms hourly rates have increased by $10 compared to 2024, with future increases capped at 5% annually unless approved by the Town. Services will continue to be provided on an as-needed basis, with monthly invoices. If retained, the updated fees apply from April 1, 2025, to December 31, 2025, with authority requested to extend the agreement through annual reviews until December 31, 2026. 2. Discussion - Employee Assistance Program (EAP)Agreement-2025-2029 Administrator Robson presented the Town Board with the proposed Westchester County Employee Assistance Program (EAP)Agreement, covering March 10, 2025, to December 31, 2029. The EAP provides preventive, rehabilitative, and treatment services for mental health, developmental disabilities, and substance use disorders. Councilmember King joined the meeting at 5:05pm. The annual cost is $45 per full-time employee, totaling $5,760 based on the current headcount of 128. For 2025, the prorated cost from March 10 is $4,800, with no lapse in coverage before the effective date. Fees for 2026-2029 will depend on the annual employee headcount. The Town has been participating in the EAP for over 19 years Page 321 of 386 Town Board April 2, 2025 and has been highly satisfied with its services. 3. Discussion -2025 Operating Budget Amendments Comptroller Yogman proposed four 2025 operating budget amendments for Town Board approval. These include carrying over grant funds received in 2024 from the NYSERDA Grant program to support the Town's submission for Silver Climate Smart Communities certification in 2025.Additionally, contingency funds would be reallocated to cover the costs of a newly hired communications consultant. For the Highway Department, consulting funds originally budgeted for 2025 would be transferred to part-time wages to compensate the retired fleet manager, Mike Pinto, who is assisting during the transition period. Lastly,the $74,999 Local Government Records Management Improvement Fund grant, awarded in 2024, would be carried forward to 2025 to fund the scanning and archiving of records for the Engineering and Zoning Departments. 4. Discussion -2024 Budget Report Comptroller Yogman presented a comprehensive overview of the Town's 2024 Operating Budget, detailing four key amendments. These included rolling forward grant budgets from the previous year, allocating an additional $10,500 for communications and PR services, and transferring funds for a consultant to part-time status. The financial landscape revealed a robust performance,with budgeted revenues of $49.6 million expanding to$54.2 million, representing a 10% increase. Expenses slightly exceeded projections, reaching $53.9 million against a $53.4 million budget. Notably, capital projects came in over budget, with actual spending of$4.4 million compared to the planned $2.1 million. The Town added $296,000 to its fund balance, bringing the unassigned fund balance to a projected $22.6 million.This represents approximately 38.7%of total expenses (or 35.8% by Moody's calculation), a figure Comptroller Yogman emphasized as crucial for maintaining financial stability, cash flow, and emergency preparedness. The Comptroller's presentation highlighted the Town's careful financial management, with revenues and expenses coming remarkably close to balanced, demonstrating fiscal prudence and strategic budgeting. During the discussion on fund balance and cash flow, the Town Board explored the complexities of municipal financial timing. Mr. Thomas Smith from EFPR explained that towns and school districts often face cash flow challenges because they collect taxes once a year but have ongoing expenses throughout the year. School districts, for example, typically run from July 1 to June 30 and start receiving taxes in October, necessitating Tax Anticipation Notes (TANs)to cover initial expenses. The conversation progressed on how the Town needs sufficient fund balance to cover the first four months of the year before tax collection. Councilmember Fiddelman emphasized that fund balance serves multiple purposes: covering initial cash flow needs and maintaining a "rainy day" reserve for emergencies. Councilmember Nichinsky and Administrator Robson discussed how towns manage this financial gap,with Mr. Smith noting that without adequate fund balance, municipalities might need to take out TANs at 5-7% interest rates. This would cost an additional $200,000 in interest expenses. The Board acknowledged that the fund balance is not just about covering initial expenses but also provides a buffer for unexpected situations. The Board recognized that as expenses increase over time, maintaining an appropriate fund balance becomes increasingly challenging. The discussion highlighted the delicate balance between managing current expenses and maintaining financial flexibility for the Town's future needs. Page 322 of 386 Town Board April 2, 2025 5. Discussion -2024 Town Justice Court Audit Mr. Smith presented a brief overview of the Town Justice Court audit. Mr. Smith reported a clean, unmodified opinion on the Court's records, indicating that all documentation was properly backed up. The audit revealed that the Court had cash receipts from bail and fines, with cash disbursements to the Town and refunded bail. At year-end, the Court was holding approximately$17,000. The last page of the report showed a breakdown of the funds collected in January, with a $4,000 payment to New York State. Mr. Smith noted that all financial reporting was tied out correctly and was properly substantiated. He characterized the Town Justice Court audit as "nice, clean, simple, and easy." Councilmember Fiddelman raised a question about whether the judges had reviewed and signed the report, to which it was indicated that the reports would first be finalized and reviewed by Comptroller Yogman before being sent to the justices. 6. Discussion -2024 Financial Audit by EFPR Group Mr. Smith delivered a comprehensive financial audit presentation, highlighting the Town's transition to an Annual Comprehensive Financial Report (ACFR)that provides more detailed schedules, comparisons, and statistical information spanning a decade. The audit revealed a total net position of$52.8 million, an $8.2 million increase, which included a significant$17.9 million liability from the Westchester Joint Water Works settlement. The fund balance analysis showed $28 million in restricted/non- expendable funds and $24.8 million available for spending, with a notable trend of expenses growing from $44 million in 2015 to$61.3 million in 2024. Mr. Smith emphasized the audits clean, unmodified opinion, indicating no significant compliance issues. The detailed report included 10-year comparisons of revenues, expenses, and fund balances, offering unprecedented transparency into the Town's financial health. During the presentation, Town Board members engaged in a robust discussion, probing the historical trends of fund balances, exploring the challenges of rising expenses, and examining the complexities of health insurance and pension liabilities. Council members expressed appreciation for the new reporting format, which provides a more comprehensive and accessible view of the Town's financial landscape. Mr. Smith's presentation underscored the Town's commitment to fiscal responsibility and financial transparency. See Attachment A. Mr. Smith provided the attached Town of Mamaroneck Audit Summary, which would be distributed at the Regular Meeting. 7. Discussion - Updated EV Charging Station Proposals - NYPA DCFC Level III Site & Revised Level II Charging Stations for Westchester County Municipal Infrastructure Improvement Initiative ("MI3") The Town Board reviewed plans for installing and locating Level II and Level III EV charging stations. Supervisor Elkind Eney highlighted the lack of charging options for apartment dwellers, while Town Engineer Robert Wasp shared usage data showing Level II chargers generated $14,300 in gross revenue and $967 in annual net income across 8 ports. Councilmember King proposed relocating Level II chargers from the Lower- Level Parking Lot B to Upper-Level Lot B or Lot A to make room for a Level III DC fast charging station funded and operated by NYPA's Electrify America program, pending feasibility approval. Wasp noted the Town applied for Con Edison and County-funded Level II chargers in Lot D and Lot A-Extension, with higher-amperage Chargepoint Page 323 of 386 Town Board April 2, 2025 chargers specified due to federal rebate changes, all at no cost to the Town. Councilmembers Fiddelman and Nambiar questioned whether Level III chargers would primarily benefit residents lacking home chargers or attract highway traffic, potentially increasing congestion. Mark Manley urged swift action to secure incentives before they change, as the Board worked to balance community needs, traffic considerations, and cost-efficient development. Final decisions will await further details at the next meeting, to include the opportunity of moving Level II chargers to either the Upper Level of Lot B, or elsewhere. 8. Request for Executive Session Moved by Councilmember Nambiar, seconded by Councilmember Nichinsky, the Town Board agreed to enter into Executive Session to discuss the proposed acquisition, sale, or lease of real property and the employment history of a particular person or persons. Carried Moved by Councilmember Fiddelman, seconded by Councilmember King, the Town Board unanimously agreed to resume the Regular Meeting. Carried 9. Updates—MOVED AFTER THE REGULAR MEETING. 10. Changes to Regular Meeting Agenda 8:00 PM TOWN BOARD REGULAR MEETING The Town Board meeting convened in the Courtroom Located on the second floor at the Town Center. The Public was to view the meeting on cable access television (Optimum 76/ Fios 35) or on LMCMedia.orq CALL TO ORDER The Regular Meeting of the Town Board was called to order by Town Supervisor Elkind Eney at 8:08 p.m. The Town Supervisor noted that the Town Board met for a Work Session beginning at 5:00 p.m. this evening, which was open to the public. STAFF COMMENTS/PRESENTATIONS 1. Flood Mitigation Update See Attachment B. The Town presented a comprehensive update on its stormwater management efforts, highlighting a detailed drainage evaluation that encompasses 13 sub-basins with an estimated total project cost of$60 million. Town Engineer Robert Wasp, and Jim Moran and Sean Peters, both Consultant Engineers from H2M, updated those in attendance on the progress made, including system mapping, CCTV inspections, and the removal of 51 tons of debris from storm sewers. The Town is taking a strategic approach by focusing on five initial projects: three in final design stages (Fenimore Road Culvert, 7 Country Road, and Old White Plains Road) and two in design development (Colonial Avenue/Homer Avenue/Glenn Road/Echo Lane/Maplewood Street and Cabot Road/Myrtle Boulevard). During the presentation, the engineers addressed numerous community questions about project selection, storm design capacity, and future maintenance. They explained that projects were chosen based on priority, feasibility, and potential community impact, with a 25-year storm design chosen for its cost-effectiveness and significant improvement over existing infrastructure. The Town acknowledged the need to eventually address all 13 identified basins, with a commitment to ongoing assessment and pursuing potential grant funding opportunities. Residents raised Page 324 of 386 Town Board April 2, 2025 concerns about the scope and implementation of the projects, including questions about maintenance, new development integration, and the potential impact on neighboring properties. The Town's representatives emphasized their proactive approach, highlighting upgraded maintenance equipment, including a new in-house sewer camera inspection unit, and existing regulations that require new developments to better manage stormwater runoff. The presentation underscored the complex, multi-year nature of addressing the Town's stormwater management, with a clear commitment to transparent communication and a gradual but continued commitment to improvement of the Town's stormwater management infrastructure. 2. Financial Audit Presentation Thomas Smith from EFPR Group presented the Town's financial audit for the year ending December 31, 2024, delivering a comprehensive and positive assessment of Mamaroneck's financial health. The audit resulted in clean, unmodified opinions across all financial statements, including a new Annual Comprehensive Financial Report that provides more detailed and comparative financial information. Mr. Smith highlighted the Town's total fund balance of$19.7 million, which increased by approximately$600,000, with the general fund balance growing by$78,000 due to expenses running under budget by $1.2 million and revenue exceeding expectations of$258,000, primarily from real property tax collections. The audit revealed some significant financial nuances, including a notable $11.5 million decrease in net position, attributed to a liability for the Westchester Joint Water Work's Rye Lake Filtration Plant. Despite this adjustment, the overall financial picture remained strong. Mr. Smith specifically commended Town Comptroller Tracy Yogman and her team for their exceptional work in preparing for the detailed 130-page financial report with remarkable efficiency, noting that the audit process was smooth and required minimal corrections. Mr. Smith's presentation underscored the Town's commitment to financial transparency and responsible fiscal management. The audit found no compliance violations and provided a clean review of federal funds, including the American Rescue Plan Act money. Mr. Smith's report not only validated the Town's financial practices but also provided a comprehensive overview of the municipality's financial position, demonstrating prudent budgeting, careful expense management, and a proactive approach to financial reporting and planning. Mr. Smith briefly mentioned the Justice Court audit, stating that it also received a clean, unmodified opinion. He confirmed that all information was factually based, and the records were properly backed up. The audit found no issues with the Town Justice Court department's financial reporting and record-keeping, essentially affirming the Justice Court's sound financial practices and compliance with audit standards. SUPERVISOR'S REPORT Welcome to the April 2, 2025, meeting of the Town Board of the Town of Mamaroneck. The Town Board met today for a Work Session in Conference Room A, starting at 5:00pm, which was open to the Public. The NYS Public Service Commission is reviewing ConEd's proposed rate hikes which, if approved, will increase residential customer bills by an average of 11.4% for electricity and 13.3% for gas by 2026. The NYS PSC is now accepting public comments. Your input about these proposed electric and gas delivery price hikes is critical and will be considered by the NYSPSC before making any final decisions. Please go to the Town Website to learn how you can participate and ensure that your voice is heard: News Flash • Proposed Con Ed Rate Hikes -- Here's How to Ens Page 325 of 386 Town Board April 2, 2025 On March 27, I attended a Mamaroneck Chamber of Commerce Meeting which highlighted Women in Business. The event, held at a women-owned distillery in Mamaroneck, showcased the quantity, quality, and breadth of women-owned businesses in the community. It was a fitting end to Woman's History Month. On March 29, we all marched in the 13th Annual Sound Shore St. Patrick's Day Parade. Unlike previous years, the weather was beautiful and balmy. The parade was marked by enthusiastic marchers and spectators, with a special tribute to 9/11 first responders. The parade's Grand Marshal, Matt McCauley, was recognized for his tireless advocacy for 9/11 first responders and their families. On March 30, I was honored to attend with Councilmember Nambiar the Inauguration of Ken Jenkins as the 10th Westchester County Executive. It was a star-studded affair with Governor Hochul, State Comptroller Tom DiNapoli, Senator Schumer, Congressman Latimer, and others in attendance. We are looking forward to working with Ken—he truly cares about making life better for all of the people of Westchester. Sunday, April 6th: Skate with the Easter Bunny, 11:30am—3pm Saturday, April 26th: Annual Town Spring Cleanup, 10am— 12pm (Leatherstocking Trail), request pre-registration, sodierna@townofmamaroneckny.gov or can show up day of Earth Day Celebration, 1 pm—4pm (Constitution Park) LEC/Collabs/SW. Details on our FaceBook pages. Sunday, April 27th: 5K Run & Lil' Bunny Hop, 8:30 or 9am Start Time, register on Rec page of website or at https://runsignup.com/Race/NY/Larchmont/5KRunLilBunnyHop The Town Supervisor concluded by noting that upcoming Recreation and Environmental events would be presented later in the meeting, by other Councilmembers King and Nichinsky. PUBLIC HEARING(S) 1. Public Hearing -"Prohibition against Parking Gas-Powered Motor Vehicles at Parking Spaces Designated Exclusively for Parking Electric Vehicles" law. The following Notice of Public Hearing is entered into the record as follows: LEGAL NOTICE IS HEREBY GIVEN that pursuant to Section 130 of the Town Law of the State of New York, a Public Hearing will be held on Wednesday, April 2, 2025, at 8:00 PM or as soon thereafter as is possible, to consider the "Prohibition against Parking Gas-Powered Motor Vehicles at Parking Spaces Designated Exclusively for Parking Electric Vehicles" law at the Town Center, 740 W. Boston Post Road, Mamaroneck, New York. Purpose: The Town Board finds that parking gas-powered motor vehicles at parking spaces with charging stations designed to recharge electric vehicles defeats the purpose for such parking spaces. Therefore, the Town Board hereby outlaws the parking of gas- powered motor vehicles at parking spaces designated for the parking electric vehicles. You may also view the meeting on local municipal access television (Cablevision 75, 76, 77 or Verizon 34, 35, 36) or on LMC Media's website, https://lmcmedia.org. The full text of this document can be viewed on the Town's website, https://www.townofmamaroneckny.gov/calendar.aspx, or by calling the Town Clerk's Office at 914-381-7870, for a mailed copy. BY ORDER OF THE TOWN BOARD Page 326 of 386 Town Board April 2, 2025 OF THE TOWN OF MAMARONECK Published: March 25, 2025 Attorney Maker explained that the proposed law addresses a current gap in Town regulations: gas-powered vehicles have been parked in electric vehicle charging stations, preventing electric vehicle owners from charging their cars. Until now, there has been no legal prohibition against this practice. The proposed law would make it illegal for any vehicle powered exclusively by gasoline or diesel to park in spaces designated for electric vehicle charging. The law includes a $50 fine for violations, with the intent of ensuring that electric vehicle charging stations remain accessible to their intended users. Moved by Councilmember King, seconded by Councilmember Fiddelman Moved by Councilmember King, seconded by Councilmember Fiddelman, the Public Hearing was unanimously opened. Carried Councilmember King emphasized that the Town Board had discussed this law extensively in work sessions and revised it accordingly. Councilmember King believes this law meets the community's needs by balancing accessibility and preventing unauthorized use of EV charging stations. Councilmember King strongly encouraged electric vehicle owners to utilize the charging stations the Town has provided, viewing the law as an important step in supporting EV infrastructure and usage. Councilmember Nambiar added that the Board considered different fine amounts for this law, ultimately deciding on a$50 fine instead of a potential $100 fine. Councilmember Nambiar suggested that while$100 was an option (similar to what is charged if someone illegally parks in a handicap space), the Town Board felt this violation did not warrant such a high penalty. The $50 fine was deemed more appropriate for the current situation. Mr. Gottfried added that he thinks this is a tremendous step forward in encouraging the conversion from gas or diesel to electric vehicles. He wanted to go on record expressing his support for the law and stated he was thrilled about the deliberations he heard in the work sessions. Mr. Gottfried also suggested this could be a model for the Village of Larchmont and expressed enthusiasm about the Town's leadership in this area. Mark Kramer requested that the Board share with the public where these charging stations are. The Board responded by listing four locations, each having two charging stations, allowing for a total of eight charging spots: • Just outside of parking Lot B on Myrtle Boulevard. • Town Center • Hommocks Ice Rink • Near the Tennis Courts on Baldwin The Town Supervisor also mentioned the Board are contemplating adding more charging stations, potentially in the Washington Square area, to accommodate apartment residents who may not have garage charging options. Moved by Councilmember King, seconded by Councilmember Fiddelman, the Public Hearing was unanimously closed. Carried Moved by Councilmember Fiddelman, seconded by Councilmember Nichinsky, the "Prohibition against Parking Gas-Powered Motor Vehicles at Parking Page 327 of 386 Town Board April 2, 2025 Spaces Designated Exclusively for Parking Electric Vehicles"law was approved as follows: Local Law No. 1 -2025 This local law shall be known as the "Prohibition against Parking Gas-Powered Motor Vehicles at Parking Spaces Designated Exclusively for Parking Electric Vehicles"law. BE IT ENACTED by the Town Board of the Town of Mamaroneck Section 1-Purpose: The Town Board finds that parking gas-powered motor vehicles at parking spaces with charging stations designed to recharge electric vehicles defeats the purpose for such parking spaces. Therefore, the Town Board hereby outlaws the parking of gas-powered motor vehicles at parking spaces designated for the parking of electric vehicles. Section 2-Amendment of a current section of the Mamaroneck Code: Section 219-40 of the Code of the Town of Mamaroneck hereby is amended by a new paragraph E thereto. §219-40 Parking for electric vehicles only. E. No person shall park a motor vehicle powered exclusively by gasoline or diesel fuel at a parking space designated by the Town Administrator for the parking of electric powered vehicles. Section 3-Amendment of a current section of the Mamaroneck Code: Section 219-88 A. of the Code of the Town of Mamaroneck hereby is amended by adding the following entry thereto: §219-88 Penalties for offenses. A. Fines for violating the sections of this chapter listed below are: Infraction Fine Code Parking gas-or diesel-powered motor vehicle at parking space for electric vehicles $50 §219-40 Section 4-Severability: Should any provision of this Local Law be declared invalid or unconstitutional by any court of competent jurisdiction, such declaration of unconstitutionality or invalidity shall not affect any other provisions of this Local Law, which may be implemented without the invalid or unconstitutional provisions. Section 5-Effective Date: This Local Law shall become effective upon filing with the Secretary of State. Carried Page 328 of 386 Town Board April 2, 2025 Next, the Town Supervisor held up a flyer about the gas-powered leaf blower ban in the Town of Mamaroneck. Supervisor Elkind Eney emphasized that the ban is now in effect, and both residents and their landscapers can be fined for using gas-powered leaf blowers. Councilmember Fiddelman encouraged residents to discuss the ban with their landscapers to ensure compliance with the new regulation. 2. Public Hearing - "Regulation of Solar Energy" law The following Notice of Public Hearing is entered into the record as follows: LEGAL NOTICE IS HEREBY GIVEN that pursuant to Section 130 of the Town Law of the State of New York, a Public Hearing will be held on Wednesday, April 2, 2025, at 8:00 PM or as soon thereafter as is possible, to consider the "Regulation of Solar Energy" law, at the Town Center, 740 W. Boston Post Road, Mamaroneck, New York. Purpose: The Town wishes to encourage the forms of energy that do not or minimize the use of fossil fuels. One such form is a system that converts sunlight into energy. Although the Town Board encourages the use of solar energy systems, it finds that regulating the construction and location of solar energy systems is important so that the installation of such systems will not have an unduly negative impact on the character of the Town. You may also view the meeting on local municipal access television (Cablevision 75, 76, 77 or Verizon 34, 35, 36) or on LMC Media's website, https://lmcmedia.org. The full text of this document can be viewed on the Town's website, https://www.townofmamaroneckny.gov/calendar.aspx, or by calling the Town Clerk's Office at 914-381-7870, for a mailed copy. BY ORDER OF THE TOWN BOARD OF THE TOWN OF MAMARONECK Published: March 19, 2025 Moved by Councilmember Fiddelman, seconded by Councilmember Nambiar, the Public Hearing was unanimously opened. Carried Attorney Maker introduced the proposed solar energy law for consideration as a possible addition to the Town's code, which previously had no specific regulations for solar energy installations. The law provides guidance for the Building Inspector, Planning Board, and variance appeals regarding solar energy systems. It covers four types of solar energy producers, with the most common being roof-mounted solar panels on residential homes. The law outlines different requirements based on the scale of the solar installation: • Smaller systems (similar in size to an air conditioning unit)would require only a building permit • Larger systems would require Planning Board review • Ground-mounted systems would be limited to specific areas like recreation zones, Town properties, apartment buildings, and certain commercial districts The process would vary depending on the size and complexity of the solar installation, with simpler rooftop residential systems having the least regulatory burden. More complex installations would require environmental and site plan reviews to ensure Page 329 of 386 Town Board April 2, 2025 proper placement and minimal impact on surrounding properties. Attorney Maker noted several additional items for the record: • Environmental Assessment Form: Prepared by staff and approved by the Town Board in a previous meeting. • The letters that Attorney Maker sent to the neighboring communities of New Rochelle, Larchmont, Scarsdale, Harrison, Bronxville, and other contiguous communities about the proposed solar energy law. • Westchester County Planning Board Response: The County responded favorably to the proposed law. • Coastal Zone Management Commission (CZMC) has also commented on the law, with a letter dated April 1, 2025. The CZMC provided some suggestions for potential future modifications to the law. • Planning Board Comments: Ralph Engel from the Planning Board submitted comments suggesting minor clarifications and language improvements. Attorney Maker emphasized that these comments would not significantly change the law's intent, so the Board is committed to reviewing and potentially incorporating these suggestions in possible future modifications of this law. Roger Weiss approached the podium to express his concerns about the proposed solar energy law. While the law purported to encourage solar energy use, Mr. Weiss argued that its regulatory requirements appeared overly complex and potentially burdensome. Mr. Weiss questioned the financial impact these regulations might impose on solar system installations and sought clarity on the law's origins, suggesting it seemed disconnected from the Town's actual solar energy landscape. Mr. Weiss highlighted that the town currently has no large-scale solar fields, making the extensive regulatory framework seem unnecessary and potentially counterproductive. Mr. Weiss was particularly critical of what he perceived as unnecessary bureaucratic obstacles that could discourage rather than facilitate solar energy adoption. His primary concern was that the proposed law created more barriers than opportunities, potentially adding significant financial and administrative burdens to residents and organizations wanting to install solar systems. Throughout his comments, Mr. Weiss challenged the Town Board to justify the need for such comprehensive regulations and passing a law at this moment without further review and refinement. Mr. Weiss suggested it was "regulatory overkill"that could potentially impede the very solar energy expansion the law claimed to support. His remarks emphasized a desire for a more streamlined, cost-effective approach to encouraging solar energy installations in the community and he suggested that the Town Board revise the law before proceeding. Attorney Maker defended the proposed solar energy law by emphasizing the importance of municipal due diligence, particularly for larger solar installations. Attorney Maker explained that the law provides a framework to prevent potential nuisances and ensure proper placement of solar systems, such as preventing installations too close to neighboring properties. While acknowledging that most installations would likely be simple rooftop systems requiring only a building permit, Attorney Maker argued that the proposed law would allow the Planning Board to guide more complex projects to more suitable locations. Attorney Maker stressed that the regulations are proactive, designed to address potential issues before they arise. He noted that without such guidelines, solar installations could be placed in problematic locations that might negatively impact neighboring properties. Attorney Maker suggested that the proposed local law would give the Building Inspector and Planning Board clear guidance to evaluate solar panel installations, protecting residents' property interests while still encouraging solar energy adoption. Page 330 of 386 Town Board April 2, 2025 The Town Supervisor further supported Attorney Maker's statement, noting that proactive regulation is necessary for new technologies, drawing a parallel to the recently passed EV charging station law. The Town Supervisor emphasized that the Town aims to be forward-thinking, creating regulations that can prevent potential conflicts and ensure responsible implementation of solar energy systems. Mr. Weiss then expressed concerns that the proposed local law was not properly prepared and reviewed. He suggested the law puts an undue financial burden on people in the Town. When the Town Supervisor interjected that the Town Board can adjust the law at a later time, if unintended consequences arise, Mr. Weiss seemed skeptical, interpreting the response as "this is a done deal." Mr. Weiss apologized for being critical but maintained his view that the law was not well-prepared and would create unnecessary financial challenges for residents seeking to install solar energy systems. Gordon Oppenheimer rose to address the Town Board next. Mr. Oppenheimer, at 50 Howell Avenue, asked a specific question about the solar energy law's requirements. Mr. Oppenheimer wanted to clarify if he would need to go to the Planning Board before getting a building permit for his solar installation. Attorney Maker assured him that for a rooftop installation on a single-family home (Tier One), Mr. Oppenheimer would only need to obtain a building permit. Mr. Oppenheimer was specifically interested in his current situation, where he is adding a building adjacent to his current building and wants to install solar tubing on the roof facing south. Attorney Maker confirmed he would simply need to go to the Building Department and get a building permit and he would be exempt from site plan review. There were no further public comments on the proposed solar energy law. Moved by Councilmember King, seconded by Councilmember Nambiar, the Public Hearing was unanimously closed. Carried Moved by Councilmember Fiddelman, seconded by Councilmember King, it was RESOLVED that the Mamaroneck Town Board finds that the adoption of the proposed local law, the implementation of which as proposed, is determined to be a Type I Action however, based on the analysis of the Environmental Assessment Form, there will be no significant adverse impact on the environment within the meaning of the New York State Environment Quality Review Act(SEQRA) and requires no further action. Carried Moved by Councilmember Nambiar, seconded by Councilmember Nichinsky, the "Regulation of Solar Energy"law was approved as follows: Local Law No. 2-2025 This local law shall be known as the "Regulation of Solar Energy"law. BE IT ENACTED by the Town Board of the Town of Mamaroneck Section 1—Purpose: The Town wishes to encourage the forms of energy that do not or minimize the use of fossil fuels. One such form is a system that converts sunlight into energy.Although the Town Board encourages the use of solar energy systems, it finds that regulating the construction and location of solar energy systems is important so that the installation of such systems will not have an unduly negative impact on the character of the Town. Section 2-Adoption of a new Chapter of the Code of the Town of Mamaroneck: Page 331 of 386 Town Board April 2, 2025 The Code of the Town of Mamaroneck hereby is amended by creating a new chapter that provides as follows: Chapter 181 Solar Energy § 181-1 Authority. This local law is adopted pursuant to sections 261-263 of the Town Law and section 20 of the Municipal Home Rule Law of the State of New York, which authorize the Town to adopt zoning provisions that advance and protect the health, safety and welfare of the community, and, in accordance with the Town law of the State of New York, to make provision, so far as conditions may permit, for the accommodation of solar energy systems(defined below) and equipment and access to sunlight necessary therefor. § 181-2 Purpose. This chapter is adopted for two purposes. First, to advance and protect the public health, safety, and welfare of the Town by creating regulations for the installation and use of solar energy generating systems and equipment, with the following objectives: 1. To take advantage of sunlight, a safe, abundant, renewable and non- polluting energy resource, 2. To decrease the cost of electricity to the owners of residential and commercial properties, including single-family houses, 3. To increase employment and business development in the Town, to the extent reasonably practical, by furthering the installation of solar energy systems, 4. To mitigate the impacts of solar energy systems on environmental resources such as trees, wetlands, wildlife, and other protected resources, and 5. To create synergy between the use of solar energy and other goals of the Town's Comprehensive Plan adopted on May 22, 2024, and Second, regulate the construction and location of solar energy systems so that the installation of such systems will not have an unduly negative impact on the character of the Town. § 181-3 Definitions. As used in this section, the following terms shall have the meanings indicated, unless the context otherwise requires: BATTERY ENERGY STORAGE SYSTEM One or more devices, assembled together, capable of storing energy in order to supply electrical energy at a future time.A stand-alone 12-volt car battery or an electric motor vehicle shall not be deemed Battery Energy Storage Systems. BUILDING-INTEGRATED SOLAR ENERGY SYSTEM A combination of Solar Panels and Solar Energy Equipment integrated into any building envelope system such as vertical facades, semitransparent skylight systems, roofing materials, or shading over windows, which produce electricity for onsite consumption. FACILITY AREA The cumulative land area occupied for the operation of a solar energy generating facility. This shall include all areas and equipment within the facility area's perimeter boundary-including the solar energy system, onsite interconnection equipment, onsite electrical energy storage equipment, and any other associated equipment-as well as any site improvements beyond the facility area's perimeter boundary such as access roads,permanent parking areas, or other permanent improvements. The facility area shall not include site improvements established for impact mitigation purposes, including but not limited to vegetative buffers and landscaping features. Page 332 of 386 Town Board April 2, 2025 GLARE The effect by reflections of light with intensity sufficient as determined in a commercially reasonable manner to cause annoyance, discomfort, or loss in visual performance and visibility in any material respect. GROUND-MOUNTED SOLAR ENERGY SYSTEM A solar energy system which is secured to the ground via a pole, ballast system, or other mounting system, is detached from any other structure, and generates electricity for onsite or offsite consumption. KILOWATT(kW) A unit of power equal to 1,000 watts. The nameplate capacity of residential and commercial solar energy systems maybe described in terms of kW. MEGAWATT(MW) A unit of power equal to 1,000 kW. The nameplate capacity of larger solar energy systems maybe described in terms of MW. NAMEPLATE CAPACITY A solar energy system's maximum electric power output under optimal operating conditions. Nameplate Capacity may be expressed in terms of Alternating Current(AC) or Direct Current(DC). NATIVE PERENNIAL VEGETATION Native wildflowers, forbs, and grasses that serve as habitat, forage, and migratory way stations for pollinators and shall not include any prohibited or regulated invasive species as determined by the NYS Department of Environmental Conservation. POLLINATOR Bees, birds, bats, and other insects or wildlife that pollinate flowering plants, and includes both wild and managed insects. ROOF-MOUNTED SOLAR ENERGY SYSTEM A solar energy system located on the roof of any legally permitted building or structure that produces electricity for onsite or offsite consumption. SOLAR ACCESS Space open to the sun and clear of overhangs or shade so as to permit the use of active and/or passive solar energy systems on individual properties. SOLAR ENERGY EQUIPMENT Electrical material, hardware, inverters, conduit, energy storage devices, or other electrical and photovoltaic equipment associated with the production and storage of electricity. SOLAR ENERGY SYSTEM The components and subsystems required to convert solar energy into electric energy suitable for use. The term includes, but is not limited to, solar panels and solar energy equipment. Solar energy systems are classified as follows. A. Tier 1 Solar Energy Systems are: 1. Roof-Mounted Solar Energy Systems, 2. Building-Integrated Solar Energy Systems, or 3. Ground-Mounted Solar Energy Systems with a Nameplate Capacity of up to 25 kW AC. B. Tier 2 Solar Energy Systems are Ground-Mounted Solar Energy Systems with a Nameplate Capacity of more than 25 kW AC but no more than 1 Page 333 of 386 Town Board April 2, 2025 MW AC and which generate no more than 110% of the electricity consumed on the site over the previous 12 months. C. Tier 3 Solar Energy Systems are: 1. Ground-Mounted Solar Energy Systems with a Nameplate Capacity of more than 25 kW AC but no more than 1 MW AC and which generate 110% or more of the electricity consumed on the site over the previous 12 months, or 2. Ground-Mounted Solar Energy Systems with a Nameplate Capacity of more than 1 MW AC but no more than 5 MW AC. D. Tier 4 Solar Energy Systems are solar energy systems which do not meet the definition of a Tier 1, Tier 2, or Tier 3 Solar Energy System. SOLAR PANEL A photovoltaic device capable of collecting and converting solar energy into electricity. § 181-4 Applicability. A. Solar energy systems constructed or installed prior to the effective date of this chapter shall not be required to meet its requirements. B. Modifications to a solar energy system constructed or installed prior to the effective date of this chapter that increases the Facility Area by more than 5% of the original Facility Area shall be subject to this chapter.Additional area enclosed due to the relocation of fencing shall not be included when calculating an increase in the size of a Facility Area. § 181-5 General Requirements. A. A building permit shall be required for the installation of all Solar Energy Systems. B. Prior to the issuance of the building permit or final approval by the Planning Board, construction and/or site plan documents must be signed and stamped by a New York State licensed Professional Engineer or Registered Architect. C. Wherever feasible, the Town Board, the Planning Board and the Board of Appeals may, and are encouraged to, condition approval of proposed developments on sites adjacent to Solar Energy Systems in a manner that will protect access by such Solar Energy System to sufficient sunlight to remain economically feasible over time. D. Issuance of approvals by the Planning Board shall include review pursuant to the State Environmental Quality Review Act(ECL Article 8 and its implementing regulations at 6 NYCRR Part 617("SEQRA")]. E. All Solar Energy Systems shall be designed, erected, and installed in accordance with all applicable codes, regulations, and industry standards as referenced in the NYS Uniform Fire Prevention and Building Code("Uniform Code"), the NYS Energy Conservation Code("Energy Code"), and the Town Code. F. An applicant for a permit for a Solar Energy System that is subject to site plan review shall be required to pay the fees incurred by the Planning Board as provided in section 177-15 or section 177-14 of the Code. § 181-6 Tier 1 Solar Energy Systems. The Solar Energy Systems described in this section are Tier 1 Solar Energy Systems. Tier 1 Solar Energy Systems are permitted accessory buildings in all zoning districts and shall be exempt from site plan review but shall be subject to the following conditions: A. Roof-Mounted Solar Energy Systems Page 334 of 386 Town Board April 2, 2025 (1) Roof-Mounted Solar Energy Systems shall incorporate, when feasible, the following design requirements(exceptions may be approved by the Building Inspector or the Director of Building Code Enforcement and Land Use Administration): (a) Solar Panels on pitched roofs shall be mounted with a maximum distance of eight(8) inches between the roof surface and the highest edge of the system, shall be installed parallel to the roof surface on which they are mounted or attached and shall not extend higher than the highest point of the roof surface on which they are mounted or attached. (b)Solar Panels on flat roofs shall not extend above the top of the surrounding parapet, or more than twenty-four(24) inches above the flat surface of the roof, whichever is higher. (c) To reduce glare, all Solar Panels shall have anti-reflective coating(s). (d)All Roof-Mounted Solar Energy Systems must satisfy the height limitations specified for principal and accessory buildings within the zoning district in which the property is located. (2) Roof-Mounted solar Energy Systems shall be exempt from lot coverage requirements. B. Building-Integrated Solar Energy Systems shall be shown on the plans submitted with the building permit application for the building containing the system. C. Ground-Mounted Solar Energy Systems (a) Ground Mounted Solar Energy Systems must satisfy the setback requirements and the height limitations for accessory buildings within the zoning district in which the property is located. (b)In residential districts, Ground-Mounted Solar Energy Systems shall be installed only in rear yards. (c) To reduce glare, all Solar Panels shall have anti-reflective coating(s) D. All Tier 1 Solar Energy Systems shall be installed or erected in such a way as to minimize their appearance from adjacent properties to the extent reasonably practicable. E. Solar Energy Equipment shall be located to the extent reasonably practicable to avoid and/or minimize blocking the views of surrounding properties and shading of properties lying to the north, while still providing adequate Solar Access. § 181-7 Tier 2 Solar Energy Systems. Tier 2 Solar Energy Systems are permitted accessory buildings in all zoning districts, shall be exempt from lot coverage requirements but shall be subject to site plan approval. Tier 2 Solar Energy Systems shall adhere to the same standards and requirements for Tier 1 Ground-Mounted Systems in Section 181-5. A. In addition to the requirements for submitting an application for site plan approval or residential site plan approval, applications for site plan approval of Tier 2 Solar Energy Systems shall include the following: (1) Name, address, and contact information of proposed or potential system installer and the owner and/or operator of the Tier 2 Solar Energy System. Such information of the final system installer shall be submitted to the building department prior to the issuance of building permit. (2) Name, address, contact information, and signature of the project applicant, as well as all the property owners, demonstrating their consent to the application and the use of the property for a Tier 2 Solar Energy System. (3) Nameplate Capacity of the Solar Energy System (as expressed in kW or MW). (4) Zoning district designation of the Facility Area. Page 335 of 386 Town Board April 2, 2025 (5) Property lines and physical features, including roads, of the Facility Area. (6) Uses of the parcels that are contiguous to the Facility Area. (7) Proposed changes to the landscape of the Facility Area, including site grading, vegetation clearing and planting, the removal of any large trees, access roads, exterior lighting, signage, fencing, landscaping, and screening vegetation or structures. (8) A one-or three-line electrical diagram detailing the entire Solar Energy System layout, including the number of Solar Panels in each ground- mount array, solar collector installation, associated components, inverters, electrical interconnection methods, and utility meter, with all National Electrical Code compliant disconnects and over current devices. The diagram must describe the location and layout of all Battery Energy Storage System components if applicable and include applicable setback and other bulk and area standards. (9) A preliminary equipment specification sheet that identifies all proposed Solar Panels, system components, mounting systems, racking system details, and inverters that are to be installed.A final equipment specification sheet shall be submitted to the building department prior to the issuance of a building permit. (10) The FEMA designation of the Facility Area. B. Tier 2 Systems shall adhere to the following standards. (1) Tier 2 Solar Energy Systems shall be located to the extent reasonably practicable to avoid and/or minimize blocking the views of surrounding properties and screened to the extent reasonably practicable using architectural features, earth berms, landscaping, or other screening methods that will harmonize with the character of the property and surrounding area. (2) Removal of existing trees larger than 6 inches in diameter at breast height should be minimized to the extent possible. The Planning Board may authorize the removal of more trees than Chapter 207 otherwise would allow or require that the number of replacement trees to be planted on site be less than Chapter 207 otherwise would allow if in the applicant demonstrates to the satisfaction of the Planning Board that such variation from Chapter 207 is necessary in order for the Tier 2 Solar Energy System to perform properly. If fewer than the required number of replacement trees are planted on site, the applicant will make payment to the tree planting fund calculated in accordance with section 207-9 A. (3) To the extent practicable, native perennial vegetation shall be planted and maintained to provide foraging habitat for pollinators in all appropriate areas within the Facility Area and integrated pest management practices shall be utilized to limit pesticide use(including herbicides) for long-term operation and site maintenance. § 181-8 Tier 3 Solar Energy Systems. Tier 3 Solar Energy Systems are permitted uses in the following zoning districts only:R-30, R-50, R-TA, B-R, SB-R, B-MUB and R but shall be subject to site plan approval. A. In addition to the requirements for submitting an application for site plan approval or residential site plan approval, applications for site plan approval of Tier 3 Solar Energy Systems shall include the following: (1) Name, address, and contact information of proposed or potential system installer and the owner and/or operator of the Solar Energy System. Such information of the final system installer shall be submitted to the building department prior to the issuance of building permit. (2) Name, address, contact information, and signature of the project applicant, as well as all the property owners, demonstrating their consent Page 336 of 386 Town Board April 2, 2025 to the application and the use of the property for a Tier 3 Solar Energy System. (3) Nameplate Capacity of the Solar Energy System (as expressed in MW). (4) Zoning district designation of the Facility Area. (5) Property lines and physical features, including roads, of the Facility Area. (6) Uses of the parcels that are contiguous to the Facility Area. (7) Proposed changes to the landscape of the Facility Area, including site grading, vegetation clearing and planting, the removal of any large trees, access roads, exterior lighting, signage, fencing, landscaping, and screening vegetation or structures. (8)A one-or three-line electrical diagram detailing the entire Solar Energy System layout, including the number of Solar Panels in each ground- mount array, solar collector installation, associated components, inverters, electrical interconnection methods, and utility meter, with all National Electrical Code compliant disconnects and over current devices. The diagram must describe the location and layout of all Battery Energy Storage System components if applicable and include applicable setback and other bulk and area standards. (9)A preliminary equipment specification sheet that identifies all proposed Solar Panels, system components, mounting systems, racking system details, and inverters that are to be installed.A final equipment specification sheet shall be submitted to the building department prior to the issuance of a building permit. (10) The FEMA designation of the Facility Area. (11) Erosion and sediment control and storm water management plans prepared in accordance with the provisions of Chapter 95 of the Code. (12)A Property Operation and Maintenance Plan that describes continuing site maintenance, anticipated dual-use, and property upkeep, such as mowing and trimming. (13) Decommissioning Plan[see Appendix 1]signed by the owner and/or operator of the Solar Energy System that addresses the following: [1]The time required to decommission and remove the Solar Energy System and any ancillary structures. [2]The time required to repair any damage caused to the Facility Area by the installation and removal of the Solar Energy System. [3]The cost of decommissioning and removing the Solar Energy System, as well as all necessary site remediation or restoration. If the owner or operator of a Solar Energy System changes or there is a change in ownership of the Facility Area, the site plan approval shall remain in effect, provided that the successor owner or operator assumes in writing all obligations of the decommissioning plan.A new owner or operator of a Solar Energy System shall notify the building department of such change in ownership or operator within 30 days of the ownership change. B. Prior to the issuance of a building permit, a decommissioning security deposit shall be made with the Town Clerk in the form of cash, bond, or other form of security reasonably acceptable to the Attorney for the Town in an amount sufficient to ensure the good faith performance of the terms and conditions of the site plan approval. C. The amount of the bond or security shall be 115% of the cost of removal and site restoration for the Tier 3 Solar Energy System and shall be reviewed every 5 years and updated as needed to reflect any changes (due to inflation or other cost changes). The decommissioning amount shall be reduced by the amount of the estimated salvage value of the Solar Energy System. The Building Inspector, the Town Engineer or the Director of Buildings and Land Use Administration may require an estimate of such costs signed and sealed by an engineer licensed by the State of New York. The decommissioning security deposit shall remain in full force and effect until restoration of the property as set forth in the decommissioning plan is completed. D. The Planning Board may issue site plan approval for a Tier 3 Solar Energy Page 337 of 386 Town Board April 2, 2025 System only after it finds that all the following standards and conditions have been satisfied: (1) All utility lines located outside of the Facility Area are designed to be placed underground to the extent feasible and as permitted by the serving utility, with the exception of the main service connection at the utility company right-of-way and any new interconnection equipment, including without limitation any poles, with new easements and right-of- way. (2) Vehicular paths within the Facility Area are designed in compliance with Uniform Code requirements to ensure emergency access, while minimizing the extent of impervious materials and soil compaction. E. No signage or graphic content shall be displayed on the Solar Energy Systems except the manufacturer's name, equipment specification information, safety information, and 24-hour emergency contact information. Such information shall be depicted within an area that is no more than 8 square feet in size. F. Disconnect and other emergency shutoff information shall be displayed clearly on a light reflective surface in a manner that complies with the National Electric Code(NEC),A clearly visible warning sign concerning voltage shall be placed at the base of all pad-mounted transformers and substations. G. All Solar Panels shall have anti-reflective coating(s). H. Lighting of Tier 3 Solar Energy Systems shall be limited to what is minimally needed for safety and operational purposes and shall be reasonably shielded and downcast from abutting properties. I. The property on which a Tier 3 Solar Energy System is proposed shall meet the minimum lot size requirements of the zoning district in which the property is located. J. A Tier 3 Solar Energy System shall comply with the setback and lot coverage requirements for principal structures in the zoning district in which the property is located. Fencing, collection lines, access roads and landscaping may occur within such setbacks. K. All mechanical equipment, including any structure for Battery Energy Storage System components, shall be enclosed by a 7-foot-high fence with a self-locking gate to prevent unauthorized access. L. A Tier 3 Solar Energy System on a parcel less than 10 acres shall be located to the extent reasonably practicable to avoid and/or minimize blocking the views of surrounding properties and screened to the extent reasonably practicable using architectural features, earth berms, landscaping, or other screening methods that will harmonize with the character of the property and surrounding area. M.A Tier 3 Solar Energy Systems on a parcel larger than 10 acres shall be required to: (1) Conduct a visual assessment of the visual impacts of the Solar Energy System on public roadways and adjacent properties.At a minimum, a line-of-sight profile analysis shall be provided. Depending upon the scope and potential significance of the visual impacts, additional impact analyses, including for example a digital viewshed report, may be required to submitted by the applicant. (2) Submit a screening and landscaping plan that shows measures to screen views of Solar Panels and Solar Energy Equipment from public roadways and adjacent properties to the extent reasonably practical through landscaping, grading, or other means. (i) The screening and landscaping plan shall specify the locations, elevations, height,plant species, and/or materials that will comprise the structures, landscaping, and/or grading used to screen and/or mitigate any adverse aesthetic effects of the system, following the applicable rules and standards established by the Town. (ii) The Planning Board may elect to waive certain screening and Page 338 of 386 Town Board April 2, 2025 landscaping requirements in select locations based on an applicant's demonstration of non-impact or impact mitigation on adjacent parcels. N. Removal of existing trees larger than 6 inches in diameter at breast height should be minimized to the extent possible. The Planning Board may authorize the removal of more trees than Chapter 207 otherwise would allow or require that the number of replacement trees to be planted on site be less than Chapter 207 otherwise would allow if in the applicant demonstrates to the satisfaction of the Planning Board that such variation from Chapter 207 is necessary in order for the Tier 2 Solar Energy System to perform properly. If fewer than the required number of replacement trees are planted on site, the applicant will make payment to the tree planting fund calculated in accordance with section 207-9 A. O. Owners of a Tier 3 Solar Energy System shall develop, implement, and maintain native vegetation to the extent practicable pursuant to a vegetation management plan by providing Native Perennial Vegetation and foraging habitat beneficial to game birds, songbirds, and Pollinators. To the extent practicable, when establishing perennial vegetation and beneficial foraging habitat, the owners shall use native plant species and seed mixes and seed all appropriate areas within the Facility Area. P. To the extent practicable, native perennial vegetation shall be planted and maintained to provide foraging habitat for pollinators in all appropriate areas within the Facility Area and integrated pest management practices shall be utilized to limit pesticide use(including herbicides) for long-term operation and site maintenance. Q. A Tier 3 Solar Energy System may not exceed 15 feet in height. § 181-9 Tier 4 Solar Energy Systems. All Tier 4 Solar Energy Systems are permitted uses in the following zoning districts only:LI and R and are subject to the site plan approval. A. In addition to the requirements for submitting an application for site plan approval, applications for site plan approval of a Tier 4 Solar Energy System shall follow the same application procedure as for a Tier 3 Solar Energy System. § 181-10 Safety. A. Solar Energy Systems and Solar Energy Equipment shall be certified under the applicable electrical and/or building codes as required. B. Solar Energy Systems shall be maintained in good working order and in accordance with industry standards. Site access shall be maintained, including snow removal at a level acceptable to the Town of Mamaroneck Fire Department and, if a Tier 3 or a Tier 4 Solar Energy System is located in an ambulance district, the Town of Mamaroneck Ambulance District. C. If a Battery Energy Storage System is included as part of the Solar Energy System, it shall meet the requirements of any applicable fire prevention and building code when in use and, when no longer used, shall be disposed of in accordance with all applicable laws and regulations. D. To facilitate access to the Facility Area by local first responders, an emergency key box or similar device shall be installed. The type of box and its location shall comply with Chapter 91 of the Code. § 181-11 Abandonment of Approval. A. Site plan approval for a Solar Energy System shall expire if a building permit therefor is not obtained within 36 months after the approval is given. If a building permit is obtained within 36 months after the approval is given but construction is not completed within 12 months after the building permit is issued, the applicant shall be allowed to request two 6-month extensions to complete construction.Approval of a request to extend the time to complete construction shall not be unreasonably withheld. If the owner and/or operator fails to perform substantial construction before the building permit or the last extension thereof expires, the site plan approval shall expire. Page 339 of 386 Town Board April 2, 2025 B. If a Solar Energy System ceases to generate electricity on a continuous basis for twelve consecutive months, the Town may instruct the owner and/or operator of the Solar Energy System to implement the decommissioning plan. The decommissioning plan must be completed within 12 months of notification. C. If the owner and/or operator fails to comply with decommissioning after being instructed to do so, the Town may utilize the decommissioning security deposit to remove the Solar Energy System and restore the Facility Area in accordance with the decommissioning plan. § 181-12 Enforcement. Any violation of this Solar Energy Law shall be subject to the same enforcement procedures, including the civil penalties,provided for violating the Town's zoning or land use laws. Appendix 1:Example Decommissioning Plan Date:[Date] Decommissioning Plan for[Solar Project Name], located at:[Solar Project Address] Prepared and submitted by[Solar Developer Name], the owner of[Solar Farm Name] The[Solar Developer Name]presents this decommissioning plan for[Solar Project Name](the "Facility"). System decommissioning shall be required as a result of any of the following conditions: i. The land lease-if any- ends, unless the project owner has acquired the land. 2. The Solar Energy System ceases to generate electricity on a continuous basis for 12 months. 3. The Solar Energy System is damaged and will not be repaired or replaced. If any of the above conditions are met, and upon instruction from the Town, [Solar Developer Name]shall implement this decommissioning plan. System decommissioning and removal, as well as all necessary site restoration or remediation activities, shall be completed within 12 months. The owner of the land on which the Facility was installed or erected shall restore the property to its condition as it existed before the Facility was installed or erected,pursuant to which shall include the following: i. Removal of all operator-owned equipment, concrete, conduits, structures, fencing, and foundations located less than 36-inches below the soil surface. 2. Removal of any solid and hazardous waste caused by the Facility in accordance with local, state, and federal waste disposal regulations. 3. Removal of all graveled areas and access roads unless the landowner requests in writing for it to remain. An appendix is included in this plan to provide a project schedule detailing a breakdown of tasks required for the decommissioning removal of the system, including: i. Time required to decommission and remove the system and any ancillary structures. 2. Time required to repair any damage caused to the property by the installation and removal of the system. The cost of system decommissioning and removal, as well as all necessary site remediation and restoration activities, is estimated to be$(XXX]as of the date and time this application is filed.A decommissioning security has been executed in the amount of 115% of the cost of system decommissioning, removal, and site restoration. This cost estimate and decommissioning surety may be revisited every 5 years and updated as needed to account for inflation or other cost changes. The owner of the Facility, currently[Solar Developer Name], is responsible for Page 340 of 386 Town Board April 2, 2025 this decommissioning. Facility Owner Signature: Date: Section 3-Amendment of an Existing Section of the Code of the Town of Mamaroneck Section 240-21 C. of the Code of the Town of Mamaroneck is amended to add the following new paragraphs(9), (10) and(11): §240-21 One-Family Residence Districts:R-50, R-30, R-20, R-15, R-10 and R-7.5 C.Accessory Uses(when located on the same lot with the principal uses to which they are accessory). (9) Tier 1 Solar Energy Systems subject to Chapter 181, Solar Energy. (10) Tier 2 Solar Energy Systems subject to Chapter 181, Solar Energy. (11) In R-30 and R-50 zoning districts only, Tier 3 Solar Energy Systems subject to Chapter 181, Solar Energy. Section 4-Amendment of an Existing Section of the Code of the Town of Mamaroneck Section 240-21.1 C. of the Code of the Town of Mamaroneck is amended to add the following new paragraphs(10), (11), (12 and(13): §240-21.1 Recreation District:R C.Accessory Uses(when located on the same lot with the principal uses to which they are accessory). (10) Tier 1 Solar Energy Systems subject to Chapter 181, Solar Energy. (11) Tier 2 Solar Energy Systems subject to Chapter 181, Solar Energy. (12) Tier 3 Solar Energy Systems subject to Chapter 181, Solar Energy. (13) Tier 4 Solar Energy Systems subject to Chapter 181, Solar Energy. Section 5-Amendment of an Existing Section of the Code of the Town of Mamaroneck Section 240-25 of the Code of the Town of Mamaroneck is amended to add the following new subsection D: §240-25 Business-Mixed Use Business District:B-MUB D.Accessory Uses(when located on the same lot with the principal uses to which they are accessory). (1) Tier 1 Solar Energy Systems subject to Chapter 181, Solar Energy. (2) Tier 2 Solar Energy Systems subject to Chapter 181, Solar Energy. (3) Tier 3 Solar Energy Systems subject to Chapter 181, Solar Energy. Existing subsections D., E., F and G. are re-lettered E., F., G, and H, respectively. Page 341 of 386 Town Board April 2, 2025 Section 6-Amendment of an Existing Section of the Code of the Town of Mamaroneck Section 240-27 C. of the Code of the Town of Mamaroneck is amended to add the following new paragraph(3): §240-27 Tower Apartment District:R-TA C.Accessory Uses(when located on the same lot with the principal uses to which they are accessory). (3) Tier 3 Solar Energy Systems subject to Chapter 181, Solar Energy. Section 7-Amendment of an Existing Section of the Code of the Town of Mamaroneck Section 240-30 D. of the Code of the Town of Mamaroneck is amended to add the following new paragraphs(4), (5) and(6): §240-30 Business-Residential District:B-R D.Accessory Uses(when located on the same lot with the principal uses to which they are accessory). (4) Tier 1 Solar Energy Systems subject to Chapter 181, Solar Energy. (5) Tier 2 Solar Energy Systems subject to Chapter 181, Solar Energy. (6) Tier 3 Solar Energy Systems subject to Chapter 181, Solar Energy. Section 8-Amendment of an Existing Section of the Code of the Town of Mamaroneck Section 240-31 of the Code of the Town of Mamaroneck is renamed Service Business-Residential District: SB-R and subsection C. is amended to add the following new paragraphs(4), (5) and(6): §240-31 Service Business-Residential District:B-R C.Accessory Uses(when located on the same lot with the principal uses to which they are accessory). (4) Tier 1 Solar Energy Systems subject to Chapter 181, Solar Energy. (5) Tier 2 Solar Energy Systems subject to Chapter 181, Solar Energy. (6) Tier 3 Solar Energy Systems subject to Chapter 181, Solar Energy. Section 9-Amendment of an Existing Section of the Code of the Town of Mamaroneck Section 240-32 C. of the Code of the Town of Mamaroneck is repeated, and the following is substituted in its place: §240-32 Light Industrial:LI Page 342 of 386 Town Board April 2, 2025 C.Accessory Uses(when located on the same lot with the principal uses to which they are accessory). (1) The same as§240-31, above (2) Tier 1 Solar Energy Systems subject to Chapter 181, Solar Energy. (3) Tier 2 Solar Energy Systems subject to Chapter 181, Solar Energy. (4) Tier 3 Solar Energy Systems subject to Chapter 181, Solar Energy. (5) Tier 4 Solar Energy Systems subject to Chapter 181, Solar Energy. Section 10—Amendment of an Existing Section of the Code of the Town of Mamaroneck Section 240-52 A. of the Code of the Town of Mamaroneck is repeated, and the following is substituted in its place: The yard requirements of this chapter shall not be deemed to prohibit any necessary retaining wall nor to prohibit any fence or wall,provided that in any residence district such fence or wall shall not exceed four feet in height in any required front yard and/or five feet in height in any required side or rear yard, except for fences or walls surrounding a Tier 3 Solar System (defined in Chapter 181) which can be as high as seven feet in height. For the purposes of this chapter, the height of any retaining wall shall be included in the computation of the height of a wall or fence placed on top of or above such retaining wall or at a distance of four feet or less horizontally from the retaining wall, in determining whether or not a wall or fence meets the heights restrictions of this provision. Section 11—Severability: Should any provision of this Local Law be declared invalid or unconstitutional by any court of competent jurisdiction, such declaration of unconstitutionality or invalidity shall not affect any other provisions of this Local Law, which may be implemented without the invalid or unconstitutional provisions. Section 12—Effective Date: This Local Law shall become effective upon filing with the Secretary of State. Carried RESIDENT COMMENTS Supervisor Elkind Eney asked if anyone in the audience wished to address the Town Board. Mr. Michael Gottfried addressed the Board regarding the Town's budget and tax increase for 2025, focusing on the discrepancy between December 18, 2024, budget presentation and the year-end financial results. Mr. Gottfried highlighted that the Board had approved a 15.7% Village tax increase, with Board members expressing concerns but calling the budget "responsible" at the time. Mr. Gottfried noted significant changes in the fund balance between December 18, 2024, and December 31, 2024. Mr. Gottfried calculated that if the Town had appropriated an additional $600,000 in fund balance, the Town could have substantially reduced the tax levy rate. Mr. Gottfried pointed out several revenue sources that exceeded budget expectations, including: • Mortgage expense revenue • Tax penalties and interest • American Rescue funds Page 343 of 386 Town Board April 2, 2025 • Expenses under budget due to staff vacancies Mr. Gottfried's primary concern was not about service levels, but about the transparency and timing of financial information. Mr. Gottfried questioned why these financial details were not disclosed during the December 18, 2024, budget meeting when the room was full of concerned residents. Mr. Gottfried called for a comprehensive "deep dive" into understanding these financial changes and advocated for more transparent communication of financial information to both the Board and the public. Mr. Gottfried emphasized the need for the Board to explain why the numbers changed so dramatically in such a short period and how they would ensure more timely and comprehensive financial reporting in the future. See Attachment C. BOARD OF FIRE COMMISSIONERS 1. Call to Order Commissioner Elkind Eney called the Meeting to order, then on motion of Commissioner King, and seconded by Commissioner Fiddelman, the Board of Fire Commissioners was unanimously declared open. Present were the following Members of the Commission: Commissioner: Jaine Elkind Eney Commissioner: Sabrina Fiddelman Commissioner: Jeffery L. King Commissioner: Robin Nichinsky Commissioner: Anant Nambiar 2. Fire Claims Moved by Commissioner King, seconded by Commissioner Fiddelman, it was RESOLVED that the Board of Fire Commissioners hereby approves the attached list of fire claims, dated April 2, 2025, in the amount of$2,719.37. Carried 3. Other Fire Department Business There being no further business to come before the Fire Commission, on motion of Commissioner Fiddelman, seconded by Commissioner King, the Commission unanimously adjourned and the Town Board reconvened. AFFAIRS OF THE TOWN OF MAMARONECK 1. Consideration of 2024 Town Justice Court Audit Supervisor Elkind Eney explained the first item on the agenda is the consideration of the 2024 audit. Our financial auditor gave a presentation earlier this evening, so now the Town Board just has to adopt it to acknowledge that the examination and the audit have been conducted. Moved by Councilmember Fiddelman, seconded by Councilmember Nambiar, it was RESOLVED, that the Town Board acknowledges that the 2024 audit report for the Town of Mamaroneck Justice Court has been completed, and that the Town Board has reviewed and accepted the report. Carried 2. Consideration of 2024 Financial Audit by EFPR Group Page 344 of 386 Town Board April 2, 2025 Supervisor Elkind Eney stated that this was a financial audit that was also presented to us earlier in the meeting, and we had a full discussion and asked all our questions then. Supervisor Elkind Eney then requested a motion to accept this report. Moved by Councilmember Nambiar, seconded by Councilmember Fiddelman, it was RESOLVED that the Town Board hereby accept the Town of Mamaroneck Basic Financial Statements, Supplementary Information and Independent Auditor's Report for the Fiscal Year ended December 31, 2024. Carried 3. Consideration of Retainer Agreement for Labor& Employment Law Services Administrator Robson explained that this firm has been a long-standing partner with the Town of Mamaroneck for over three decades. Administrator Robson noted that the previous attorney who had served the Town for many years recently retired at the end of last year, and a new attorney from the same firm has stepped in, working closely with the previous attorney on ongoing matters. Administrator Robson emphasized the new attorney's responsiveness, professionalism, and ability to effectively handle the Town's legal needs. Administrator Robson recommended that the Town Board approve the agreement for labor and employment law services, which would be provided on an as-needed basis with monthly invoicing. The proposed agreement would cover the period from April 1, 2025, to December 31, 2025, with the Town retaining the authority to extend the agreement annually through December 31, 2026. Moved by Councilmember King, seconded by Councilmember Nichinsky, it was RESOLVED that the Town Board hereby approves the agreement with Coughlin & Gerhart, LLP for legal services regarding labor and employment matters with new fees in effect from April 1, 2025, to December 31, 2025, and hereby authorizes the Town Administrator to execute the agreement, annual extensions and any related documents necessary to carry out its implementation. Carried 4. Consideration of- Employee Assistance Program (EAP)Agreement-2025-2029 Administrator Robson presented the Town Board with the proposed Westchester County Employee Assistance Program (EAP)Agreement, spanning March 10, 2025, to December 31, 2029. The EAP, a long-standing partnership providing preventive and rehabilitative mental health support services, is valued as an essential employee benefit. It also assists in managing personnel issues. For 2025, the prorated fee from March 10 is $4,800, based on the current headcount of 128 full-time employees, with an annual per-employee cost of$45. Fees for 2026-2029 will adjust based on employee numbers. The Town, highly satisfied with the program over its 19-year participation, appreciates its vital role in supporting staff well-being. Councilmember Nambiar praised the Town and providing the EAP as a valuable service, emphasizing the importance of continuing this benefit. Moved by Councilmember Nambiar, seconded by Councilmember Fiddelman, it was RESOLVED, that the Town Board hereby approves the Employee Assistance Program Agreement(EAP), retroactive to March 10, 2025, with a prorated fee of $4,800 for the year 2025 and hereby authorizes the Town Administrator to execute the agreement and any related documents necessary to carry out its implementation. The payment cost for the years 2026-2029 will be based on the number of full-time employees each year and will vary accordingly. Page 345 of 386 Town Board April 2, 2025 Carried 5. Consideration of 2025 Operating Budget Amendments Comptroller Yogman presented four budget amendments for the Town Board's consideration. Two grants received in 2024 will fund expenses in 2025: a$10,000 NYSERDA grant for the Climate Smart Community application process and a$75,000 grant secured by the Town Clerk for document scanning in the engineering department. Additional amendments include funding for new Town communication consultants to replace the previous PR company, and a transfer of funds from the Highway Department's consulting line to the part-time budget line for Highway Garage assistance. Comptroller Yogman highlighted that the third amendment is purely an internal transfer with no impact on the overall budget bottom line. These amendments aim to address grants already awarded and adjust the budget to meet departmental needs. Moved by Councilmember Nichinsky, seconded by Councilmember Nambiar, it was RESOLVED that the Town Board hereby authorizes the Comptroller to make the necessary budget amendments, as presented. Carried 6. Consideration to Set a Public Hearing - Proposed Local Law-"Reducing Speed Limit on Harrison Drive" Moved by Councilmember King, seconded by Councilmember Nichinsky, it was RESOLVED that the Town Board hereby sets a public hearing for the proposed local law "Reducing Speed Limit on Harrison Drive"at the April 16, 2025, Town Board meeting. Carried 7. DEFERRED to April 16, 2025: Consideration of- Updated EV Charging Station Proposals - NYPA DCFC Level III Site & Revised Level II Charging Stations for Westchester County Municipal Infrastructure Improvement Initiative ("MI3") 8. Consideration of-Salary Authorization -Central Garage Administrator Robson explained that after the retirement of the long-term department head in the central garage, a mechanic position became vacant. The Town Administration has now found a candidate they believe will be an excellent addition to the staff. They are recommending the appointment of this new automotive mechanic at an annual salary of$70,603, effective April 21, 2025. Moved by Councilmember Fiddelman, seconded by Councilmember Nichinsky, it was RESOLVED that the Town Board hereby approves the appointment of Jesus Cardenas to the full-time position of Automotive Mechanic at an annual salary of$70,603, effective April 21, 2025. Carried 9. Consideration of-Appointments to Budget Committee Administrator Robson explained that the Town Board had requested applications for the new Budget Committee. Administrator Robson and Comptroller Yogman were tasked with reviewing the applications and making recommendations based on the predetermined parameters, including the number of members and the breakdown between unincorporated Town and Village representatives. Administrator Robson noted that they carefully considered the applicants, who all had Page 346 of 386 Town Board April 2, 2025 impressive backgrounds, making the selection challenging. They aimed to choose members with a diverse range of skills. Administrator Robson also mentioned that she and Comptroller Yogman are currently working on developing documents and establishing a process that will include additional time for public input at a meeting of the Budget Committee. Administrator Robson reiterated the difficulty in selecting members given the high quality of applicants and emphasized their commitment to creating a transparent and inclusive process. Councilmember Fiddelman added that she was really glad to see that residents are interested in getting involved in the budget process, acknowledging that the Budget Committee had more applicants than available spots. Administrator Robson shared that they are working on developing a method to allow public input to the Budget Committee as well. While acknowledging that the public won't be able to speak at every meeting, they are designing a process that will provide opportunities for direct communication between the public and the committee members. Councilmember Nichinsky shared that she thoroughly supported the budget committee, drawing from her experience on the school board where they established a similar committee. She highlighted a successful strategy they used: intentionally including some of their most outspoken critics on the committee. Nichinsky specifically mentioned Michael Gottfried, a member of the public who had been vocal in requesting a budget committee and challenging financial decisions. While acknowledging the high qualifications of the chosen committee members, Nichinsky expressed disappointment that Gottfried was not selected, believing he had "earned" a spot through his advocacy and concern over the years. Councilmember Nichinsky appreciated that there would be an opportunity for public input in the Committee's process. Moved by Councilmember Nambiar, seconded by Councilmember King, it was RESOLVED that Steve Bonaparte,Alex Godoy, Kripal Pais, Brigid Quinn, Rodman Reef, lan Rhodes, Richard Shebairo, be appointed as members of the Budget Committee, each of whom shall serve at the pleasure of the Town Board. Carried REPORTS OF MINUTES 1. Reports of Minutes Moved by Councilmember Fiddelman, seconded by Councilmember King, it was RESOLVED that the Town Board hereby approves the minutes of February 19, 2025, February 25, 2025, March 5, 2025, and March 25, 2025. Carried REPORTS OF THE COUNCIL Councilmember Nambiar • Reported that the Board of Architectural Review did not meet last month. • Mentioned the Housing Authority will meet on Monday and to further discuss some previous matters. • Referenced the various events mentioned by other council members, including Town and County events. Nambiar • Expressed enthusiasm about having signed up for the Bunny Hop 5K run, showing his engagement with community activities. Councilmember Fiddelman Page 347 of 386 Town Board April 2, 2025 • Reported that her colleagues had already covered most of the events she attended. • Noted, that as the library liaison, she aims to share library information with the public at each meeting. Announced that on Friday, April 4th, the Larchmont Library's computers will be temporarily unavailable as they are being replaced. She advised the public to call the library for more information, noting that the replacement will take a full day. Councilmember King • Highlighted an upcoming major event, the Bunny Hop, scheduled for Sunday, April 27th. The event will feature two races: one for children 12 and under(which Town Board members typically participate in), and a 5K run for all ages. The children's race starts at 8:30 am, and the 5K run begins at 9:00 am. Councilmember King noted it's usually a well-attended event with good weather. And, the Easter Bunny will be present at the event! • Supervisor Elkind Eney interjected, I just want to say, if you want to escape with the Easter Bunny, on April 6, from 11:30 am to 3 pm, the Easter Bunny will be at the Hommocks Park Ice Rink skating. That's another opportunity to meet the Easter Bunny! • Reported he will be attending a Recreation meeting next week. Councilmember Nichinsky • Attended the St. Patrick's Day parade last weekend and a land use seminar Day One, with Sabrina and Jane. The seminar focused on land use laws and their relevance to various communities. Noted there would be two more similar seminars, each running from 9am to 3pm. • Mentioned missing the Sustainability Collaborative meeting due to another Town Board commitment. • Made several announcements: . Earth Day cleanup on the Leather Stocking Trail on Saturday, April 26, from 10 am to 12 pm, requiring pre-registration with Sue Odierna . Sustainability Collaborative table at Constitution Park from 1 pm to 4 pm on Earth Day . Compost giveaway day on May 3 from 8 am to 1 pm at Maxwell Avenue; residents should bring ID . Deadline of May 22 for submitting photos to the Mamaroneck Tree Photography exhibition, with photos to be brought to the Town Center lobby. Emphasized that photo submissions should be taken within the community, submissions be matted, and include the photographer's name on the back. Michael Gottfried interjected his excitement about a composting visit to Westchester County's Valhalla center with Sue Odierna and a group of environmentalists. Mr. Gottfried found the experience very compelling and hoped that Sue Odierna would have the opportunity to present information about the visit to the Town Board. Mr. Gottfried emphasized that the key is finding space for composting, noting that Westchester County is willing to provide guidance. He expressed gratitude to Sue and the group, highlighting the importance of their work in exploring composting opportunities for the community. TOWN CLERK'S REPORT Eligible homeowners include those with physical disabilities, limited income, veterans, volunteer firefighters, and volunteer ambulance workers. These individuals may be entitled to a partial property tax exemption. The application deadline is May 1, and interested parties should visit the Assessor's office to check their eligibility. Also, excited to learn at the Village of Mamaroneck's St Patrick's Day parade that they now have a "Running of the Gingers" event. This event is specifically for people with red or ginger hair. Approximately 20 people participated, running a route opposite to the parade route right before the parade. Looking forward to the Running of the Gingers 2026. Page 348 of 386 Town Board April 2, 2025 TOWN COMPTROLLER Comptroller Yogman announced that the 2025 Town/County Tax Bills were mailed out last Friday morning. In the event you do not receive yours by the end of the week, you can always go online, and we really do recommend that you pay your tax bills online with our service. Comptroller Yogman added that we're finding that checks do not always get to us. Comptroller Yogman warned that online banking services actually mail physical checks, even after deducting funds from an account. If the paper check does not reach the Town office by April 30th, the tax payment will be considered late. Comptroller Yogman advised residents to be aware of this process and its potential complications. If you have any questions, please call our office. TOWN ATTORNEY'S REPORT Attorney Maker noted that the Yankees have embraced the innovative new torpedo bat design.Attorney Maker suggested that soon inflatable torpedo bats might be visible in the stands in the stadium and expressed excitement about the return of baseball season. RETURN TO WORK SESSION 11. Updates Supervisor Elkind Eney discussed recent grant applications. The Supervisor explained the Town was advised to roll over Congressional fiscal year 2025 grant applications or reapply for the same grants for fiscal year 2026, as the likelihood of securing Federal grants for new projects was low. Supervisor Elkind Eney had spoken with Senator Schumer and Congressman Latimer's offices about supporting the Town's project. In addition, the County has tentatively put aside$2.9 million in their budget for Town infrastructure, but no formal paperwork has been received yet. The Supervisor noted the grant team is currently working on potentially securing $2.9 million in funding, though the process remains uncertain. One grant is due this Friday, and another is due a week from Friday. The grant must redo their application again. Administrator Robson provided an update on an annual insurance company review, noting that the minimal items noted, including a few related to the rink concession, are being addressed. Administrator Robson stated that the pool survey is going out by the end of the week. Councilmember Nambiar asked if it is available in Spanish, requesting that it be distributed to the CRC to be sent out to their constituents. Administrator Robson updated the Town Board on there now being 29 communities in ConEd litigation, so the Town's current cost to participate is down to $2,708. Councilmember King asked if we had an update on the locker room renovations at the Hommocks Pool. Supervisor Elkind Eney said she would ask the Superintendent of Schools for an update at the next TVS (Town-Village-Schools) meeting. 12. Request for Executive Session Moved by Councilmember Fiddelman, seconded by Councilmember King, the Town Board agreed to enter into Executive Session to discuss the proposed Page 349 of 386 Town Board April 2, 2025 acquisition, sale, or lease of real property and the employment history of a particular person or persons. Carried Moved by Councilmember Nichinsky, seconded by Councilmember King, the Town Board unanimously agreed to adjourn the meeting at 10:43 pm. Carried REGULARLY SCHEDULED MEETING -April 16, 2025 Respectfully submitted by Allison May, Town Clerk Page 350 of 386 Town of Mamaroneck 447 .; Town Board Minutes o ,f_ } Wednesday, November 15, 2023, Courtroom, Second Floor of z 7-, Town Center 5:00 PM FOUNDED 1661 PRESENT: Jaine Elkind Eney, Town Supervisor Abby Katz, Councilwoman Sabrina Fiddelman, Councilwoman Jeffery L. King, Councilman Robin Nichinsky, Councilwoman ABSENT: ALSO PRESENT: Allison May, Town Clerk Meredith S. Robson, Town Administrator William Maker Jr., Town Attorney Tracy Yogman, Town Comptroller CALL TO ORDER 5:00 PM THE TOWN BOARD WORK SESSION The Work Session of the Town Board was called to order by Town Supervisor Elkind Eney. Moved by Councilwoman Katz, seconded by Councilwoman Fiddelman, the Work Session unanimously opened at 5:00 p.m. WORK SESSION ITEMS 1. OUT OF ORDER: Into Advice of Counsel Moved by Councilwoman Fiddelman, seconded by Councilwoman Katz, the Town Board entered into advice of counsel. Carried Moved by Councilwoman Katz, seconded by Councilwoman Fiddelman, the Town Board unanimously agreed to resume the Work Session. Carried 2. OUT OF ORDER: Request for Executive Session Moved by Councilwoman Nichinsky, seconded by Councilwoman Katz, the Town Board entered into Executive Session to discuss pending litigation involving a capital project, as well as the employment history of a particular individual. Councilman King joined the meeting at 5:30pm. Carried Page 351 of 386 Town Board November 15, 2023 Moved by Councilwoman Fiddelman, seconded by Councilman King, the Town Board unanimously agreed to resume the Work Session. Carried 3. 2024 Proposed Town Board Meeting Dates Supervisor Elkind Eney tabled this item for a future meeting. 4. Updates Councilman King updated the Board on the Recreation Committee meeting last night, where Matt Angst presented an idea to increase recreational skating. Figure skating time would remain from 8 to 9:30 AM on Sunday mornings, but the new plan would allow figure skating coaches to bring in new skaters. In addition, other students might notice more coaches, potentially drawing them into our program. Attorney Maker suggested students sign release forms, and Administrator Robson noted that the insurance is covered by the coaches. There would be no impact on hockey time. Additionally, the Hommocks Middle School's PTA President and Vice President inquired about using the fields behind Hommocks during winter recess, instead of being closed from November through March. Councilman King highlighted the potential costs of reseeding and restarting the field. Recreation Superintendent Jill Fisher consulted with a landscaper, who recommended allowing field access only one or two days per week. Ms. Fisher pointed out that communities from Maryland to Massachusetts close their fields during winter months. Supervisor Elkind Eney suggested offering the fields for use, if possible. Lastly, Councilman King inquired about organizing a ski trip. The Recreation Superintendent Jill Fisher mentioned that while they had organized ski trips in the past, they approached them with caution. The Recreation Superintendent proposed the Town consider February Saturday for a trip to Catamount or a nearby location. The Recreation Department will look into this possibility. 5. Additions to Regular Meeting Agenda 8:00 PM TOWN BOARD REGULAR MEETING The Town Board meeting convened in the Courtroom Located on the second floor at the Town Center. The Public was to view the meeting on cable access television (Optimum 76/ Fios 35) or on LMCMedia.org CALL TO ORDER The Regular Meeting of the Town Board was called to order by Town Supervisor Elkind Eney at 8:03 p.m. The Town Supervisor noted that the Town Board met for a Work Session beginning at 5:00 p.m. this evening, which was open to the public. SUPERVISOR'S REPORT Welcome to the November 15, 2023, meeting of the Town Board of the Town of Mamaroneck. The Town Board met today for a Work Session in Conference Room A, starting at 5:00pm, which is open to the Public. First, I want to congratulate Sharon Torres on her election as Mayor of the Village of Mamaroneck and Dana Post and Bridget Brennan on their re-election as Trustees of the Page 352 of 386 Town Board November 15, 2023 Village of Larchmont. I also want to congratulate Catherine Parker on her re-election as our County Legislator. We look forward to working with all of you for the benefit of all of our residents. Next, I want to congratulate the MHS Girls'Varsity Field Hockey Team on winning the NYS Class A Field Hockey Championship! Girl Power!You do us proud! There will be no Sanitation Pick-Up on Thursday November 23, in observance of Thanksgiving. There will be regular pickup on Friday, November 24, but the yard will close at noon. The County Mobile Shredder will be at the Maxwell Avenue Sanitation Facility on Saturday, November 25 from 10am until 1pm for residents of the Unincorporated Town of Mamaroneck and the Village of Larchmont. On November 5, I attended the Daffodil Project in the Village of Larchmont. The Daffodil Project is an international project to plant 1.5 million daffodils in memory of the 1.5 million children who were killed in the holocaust. A mixture of students, clergy and elected officials participated. On November 5, I also attended "Rooting for Trees" a lecture given by Dr. Andrew Reinman, Assistant Professor at CUNY Advanced Science Research Center. I referred to it in my remarks in connection with the tree law. November 9, I attended Mamaroneck Chamber of Commerce meeting at which Michael Murphy was sworn in as the new president. We wish him much success in this new role. I want to thank Dorothy Palomares, the outgoing president, under whose tenure the Chamber grew exponentially. November 11, I attended, with Sabrina and Abby, the VFW Post 90 Veteran's Day Ceremony in the Village of Mamaroneck. It is always important to remember our veterans. They gave their time (time away from their families, friends and their lives)to serve our country, risking their lives to preserve and defend our way of life. November 14, I attended a Sanitation Commission meeting at which we discussed the budget and other operational I want to wish everyone a Happy Thanksgiving filled with Food, Family and Football. PUBLIC HEARING(S) The following Notice of Public Hearing is entered into the record as follows: PUBLIC HEARING NOTICE LEGAL NOTICE IS HEREBY GIVEN that pursuant to Section 130 of the Town Law of the State of New York, a Public Hearing will be held on Wednesday, November 15, 2023, at 8:00 PM or as soon thereafter as is possible, to consider the "Town of Mamaroneck Tree Law", at the Town Center, 740 W. Boston Post Road, Mamaroneck, New York. Purpose: The Town Board finds and declares that the preservation of trees, as defined herein, within the Town is necessary to protect the health, safety and general welfare of the Town because trees provide shade, impede soil erosion, aid water absorption and retention, inhibit excess runoff and flooding, enhance air quality, offer a natural barrier to noise, provide a natural habitat for wildlife, provide screening, enhance property values and add to the aesthetic quality of the community. However, the Town Board also recognizes that property owners have the right to develop, use and enjoy their properties and that sometimes trees must be removed in order for property owners to be able to achieve full enjoyment of their property. Page 353 of 386 Town Board November 15, 2023 This law strikes a balance between the rights of property owners and the maintenance of trees within the Town. You may also view the meeting on local municipal access television (Cablevision 75, 76, 77 or Verizon 34, 35, 36) or on LMC Media's website, https://lmcmedia.org/. The full text of this document can be viewed on the Town's website, https://www.townofmamaroneckny.org/calendar.aspx, or by calling the Town Clerk's Office at 914-381-7870, for a mailed copy. BY ORDER OF THE TOWN BOARD OF THE TOWN OF MAMARONECK Published: November 10, 2023 1. Town of Mamaroneck Tree Law Moved by Councilman King, seconded by Councilwoman Fiddelman, the Public Hearing was unanimously opened. Carried Town Supervisor Elkind Eney said tonight we have a public hearing on a proposed amendment to the Town of Mamaroneck Tree Law. As you can see, this law has had many iterations in which the Town Board considered comments made by members of the public. Two comments were raised at last night's Sustainability Collaborative meeting that are being addressed, if and when the new law is adopted: First, the diameter-at-breast-height (DBH) of the trees to be removed will be included in the permit application. The other thing people were concerned about were the tree companies. The Town is going to reach out to the tree companies for which we have contact information and will notify them of the new law. We also are going to post it on the building and conservation pages of our website. So, there will be notification. I think we do that for most laws of this nature. So first, I'm going to ask our Town Attorney Bill Maker to more fully describe the proposed law. Attorney Maker explained, the proposed law as those of you know who have been monitoring the various changes, is a law that allows people to remove trees as of right. But with some limitations, for example, no more than seven trees can be removed from a lot of 20,000 square feet or greater during any 12-month period. Only five trees can be removed from a lot that is between 7,500 and 20,000 square feet during a 12-month period, and only three trees can be removed from a lot having less than 7,500 square feet during a 12-month period. Mr. Maker continued; the law allows for the removal of trees in excess of these numbers in certain situations. For example, if the tree is hazardous, or if it's dead, or if an arborist certifies that the tree is likely to die because of some other permitted, filling or cutting in the vicinity of the tree. But one of the provisions was that in addition a tree could be removed if it substantially interfered with the permitted use of that property. The Town Board has now said that that can only happen if in the opinion of the approving authority, which will be either the Planning Board or the Environmental Planner, the authority determines that the tree substantially interferes. In other words, an owner just cannot come in and say, well, this particular tree interferes with what I would like to do on my property.And so, I would like to get a permit to move that tree even though I have already removed the seven or five or three, whatever my maximum should be. Now it says that the approving authority can say oh, no, that doesn't substantially interfere with what you want to do, instead of building in that direction, build in this direction, and then you can save that particular tree. So that's a change. Attorney Maker then added, there are also provisions in the law that talk about being allowed to remove additional trees, if there is an emergency situation. For example, a tree is about to fall on somebody's house. Again, it allows people to come in and remove the tree even without a tree removal permit, but they have to supply the Page 354 of 386 Town Board November 15, 2023 Environmental Planner with proof of why it was an emergency so that the Town can keep track of what's going on.Also, if a tree happens to literally fall down without any human action, there is no permit required and no prohibition on people getting tree removal permits for other trees on their property.Yet another change in the law is that there is now a provision dealing with trees with a diameter at breast height of 36 inches or more. They would not be allowed to be removed unless hazardous or dead, or again if in the opinion of the approving authority the tree substantially interferes with permitted use. That approving authority in many, many situations,once again will be the Planning Board because there would be a residential site plan approval process going on.And again, with that plan the Planning Board, as part of its overall discretion, can say no. The Planning Board could say we know this law allows you to remove trees as of right, but this is an extra special tree because of its size. We're not going to let you remove this particular tree. It doesn't really substantially interfere with what you want either; or perhaps there is another way that you can handle the situation. Mr. Maker continued, as far as tree replacements are concerned, one of the features of the law that has changed with time, but I think it's still the same as the last time it was before the Board, is that the replacement of trees is done not on a one-to-one ratio, but on a much greater ratio. So, for every tree between six and 12 inches of diameter at breast height,there have to be two trees planted to replace it. If a tree is greater in size than 12 inches, but less than 18, there are three replacement trees required for each one of those removed.And if it's more than 18 inches in diameter, there is still a hiatus period. So, if you get yourself a tree removal permit it covers a period of time that is going to be at least a year as long, depending upon when you've planted replacement trees, when you cannot get another tree removal permit for your property. This is to prevent people from coming in year after year after year, because of what they could move through in the initial 12-month period. So, I'll wait till that 12- month period is over.And at month 13, I'll ask to take down three more trees. Now it doesn't work that way.You have to take some time off. And it's hoped that by doing that people will be realistic.There are exceptions to that hiatus period. Exceptions would be if there's a hazardous tree or a dead tree, then that person should be allowed to remove that. Even if it's within that one-year hiatus period. Mr. Maker continued his description of the new law stating that another new feature of the law talks about what happens if a replacement tree does not survive for a year. Under the law, Mr. Maker explained, replacement trees are supposed to survive for at least one year. So that the Environmental Planner would come back to a property and say, okay, you planted this tree one year ago, it's fine, it's healthy. Here's a final letter of completion that your process is over for now. Now, if the tree does not survive for one year, the Environmental Planner comes in and says, you should replace the tree that failed with another tree. Or it's conceivable that the property cannot accommodate a brand-new tree because of rocky soil, or whatever else situation there might be. Then the Environmental Planner can say okay, I understand that you can't plant a tree again, but now you have to pay into the tree planting fund for the tree that did not or could not survive. Mr. Maker added, now if you go to plant the replacement tree, then the Environmental Planner comes back the following year.And then the new tree is also dead.At that point, the decision switches. It is no longer the Environmental Planner who determines what the next steps are. It is the owner of the property who could now say, all right, I still plan on the tree because I think I have figured out a solution now or I will pay into the tree planting fund. Most of the other parts of the law are just highly detailed but those are the primary principles of this brand-new law, if it's passed. Thank you very much Bill, Supervisor Elkind Eney stated, then asked, does anyone from the Board have any comments? Councilwoman Nichinsky responded, saying I'm going to speak to a couple of issues. Councilwoman Nichinsky continued, as Bill explained, this new law is a tree replacement law, not a tree protection law. That said, this law contains several improvements over the old law. It will apply to the entire community, as opposed to the old law,which only applied to 20%of the community. Page 355 of 386 Town Board November 15, 2023 This means 80% of the community had no regulation whatsoever. It will also mandate replanting and permits for regulated trees of 6 DBH or more. For the first time, we will be able to keep records of the trees that are being removed. Councilwoman Nichinsky continued, the Board has responded to the comments from the community and the concerns that experts have stated about the proposed law. Some of the ways in which there has been movement since the initial proposed law are: 1. The Board has decreased the number of trees that can be removed in a given year. This was one of the things that was on the petition that was sent around and was something that was desired. 2. The Board increased the number of trees that must be planted in order to replace trees that are taken down. This was a recommendation by one of the tree experts. 3. The Board added a provision addressing mature trees of 36 DBH or more that, in the past, have been able to be removed with impunity by 80% of the community. 4. The Board requires a certified arborist, also recommended by the tree expert, to make certain decisions. 5. This law requires Town officers to alert the Board when there are certain Town Tree removal plans before the trees are actually cut down, so the Board can weigh in if it has concerns about that. The tree expert recommendation was that the Town should also be subject to the laws in some way, so something was included to address that. 6. There were various changes in the proposed law based upon recommendations from the Planning Board. In addition, because we want to address the concerns of everyone, the people who want to protect the trees and those who would like less restrictive laws, we decided to address the concerns of people who want less restrictive laws by adding flexibility for emergency situations. Councilwoman Nichinsky explained, this was one of the things that troubled the people who wrote us about that. We also put a 30-day cap on permit decisions. So, if you file your permit, stating what you're taking down and what you're going to replace it with, within 30 days, there will be deemed consent to that if you don't actually hear back. This gives flexibility to our actions and determines what should be our top priorities in terms of what to look at. Councilwoman Nichinskly continued stating, I just wanted to point out the ways in which the Board has worked together to reach consensus. Of course, we understand that it may not be exactly and completely what everybody would like to see, but the Board has worked together and considered and changed things based upon the comments received from the community. Supervisor Elkind Eney thanked Councilmember Nichinsky for preparing her material and then asked if anyone else on the Board had comments. Supervisor Elkind Eney emphasized to the audience the importance of signing in on the sheet with Mark Romero, the Assistant to the Town Administrator, and reminded attendees that anyone from the public wishing to speak should wait to be called upon. Attendees were asked to limit their comments to three minutes due to the size of the crowd, with priority given to those who had not spoken in prior meetings. Supervisor Elkind Eney highlighted the long-term effort put into the proposed law and stressed the significance of trees in the community. Supervisor Elkind Eney then urged speakers to focus on specific aspects of the proposed law they agree or disagree with, rather than general comments about the importance of trees. Additionally, Supervisor Elkind Eney noted that agreeing with previous speakers could simply be indicated without Page 356 of 386 Town Board November 15, 2023 repeating their comments, and remarks made at previous meetings need not be reiterated as they are part of the public record. Lastly, Supervisor Elkind Eney invited anyone who had not yet spoken to come forward. Cordelia Derhammer-Hill approached the podium first. Hi, she said, I'm Cordelia Derhammer Hill and I live at 20 Stoneyside Drive. I apologize because I'm not actually sure if this has been completely addressed or not discussed at all because I haven't seen it anywhere. But I'm curious If anything has been talked about, in terms of protecting root systems of existing trees, because you can leave a tree standing while completely killing its root system by digging in the wrong places,or developing, and functionally killing a tree. Town Attorney Maker replied, yes,we do have something in the law about it. There is a provision in the wetlands permit law, the erosion control law for that purpose. However, the members of the Town Board have asked me, together with the Environmental Planner, to make it more expansive, to cover more situations, and to try to make it sort of the best management practices in the Building Department. Specifically,one of the things that's been noted,which Councilmember King happened to bring to my attention, is that sometimes when people do construction in a stockpile,the materials that are part of the construction, the sheetrock, the piping, and all that stuff, and they place them right down at the base of a tree, compressing the roots. So,we have to have the best practice solution, which says, no,you can't do that,you have got to put it in place that it is not going to damage the tree. There are already laws that affect that, and I have been asked to expand upon it. I will work with the Environmental Planner on that shortly. Cordelia Derhammer-Hill added, and just to follow up on that, I hope that since there are certain size trees that seem to be getting a higher level of protection, that as you're looking at that you will also look at their root systems as deserving of a stronger level. Attorney Maker responded that critical root zone will be addressed. Judy Caputo, 664 Forest Avenue, spoke next. Ms. Caputo explained she volunteers with the Sustainability Collaborative. But tonight,she explained that she was speaking as a resident. My husband and I are here as concerned citizens. I want to thank you for the opportunity to speak. And I want to thank you for all the work you're doing on a new tree law. I think it's a great start, I just think there are other things that can be changed or could be improved. The irony is not lost on me that we're talking about this tree law when today, the Town never looked better. The trees are absolutely gorgeous.And I just think we're all so fortunate to be able to live in such a beautiful community.And my concerns are really just in an effort to try to keep it as beautiful as it is. One of the things that I feel that a law should enforce, but it also should educate. And I think the purpose of the law,when it says it wants to preserve the trees, is a wonderful statement. But I think that some of the details of the law are almost educating the constituents on how to tear down the trees and not preserve the trees. I have two sections that I'm most concerned about. The first one is section 207-4 which lists the activities permitted as of right.And in that section, you use absolute numbers of trees on properties.And my suggestion would be to use a percentage of trees because as an example, if you have a 7500 square foot piece of property, you may only have three trees, and you're allowed to take three trees down. So, in essence, you could take down all the trees because it's not in context as to how many total trees there are.And my husband and I have had trees fall on our cars. We have had trees falling across the street.And we've always replanted them. But if you're not required to do that, and you're not induced to do that it might potentially denude a property.And that can change the whole complexion of a neighborhood.You can have one house that has no trees, it really affects the neighborhood. The second section is 207-6--that permit application process approving authority. I think it was Robin,you mentioned it in your comments. My concern is, if it's a new process, this department is going to be handling it's going to be having more paperwork, and there could be a ton of backlog that accrues because of that.And because you're only Page 357 of 386 Town Board November 15, 2023 giving 30 days, you in essence can be giving carte blanche to people to just tear trees down on a technicality.And that concerns me a little bit. I know we have done work on our house and 30 days, you know,goes by quickly.And I'm not sure the backlog won't create a situation where people are allowed to cut down more trees than would be allowed if the permit process was given a longer time period for review. Ms. Caputo said, I thank you for your efforts. Thank you for the opportunity to speak. Jenny Geer, a resident of the unincorporated area of the Town of Mamaroneck, spoke next. Ms. Geer said, Robin, I appreciate your explanations. I would like to point out that, although you characterize the law as a tree replacement law, the purpose as stated in the draft law says that tree preservation is necessary for the health of the community. That is the first sentence of the law. So, it's quite misleading, because, as I'm going to describe, it is not a tree preservation law as you acknowledge. Primarily, I'm here tonight to report on the results of the petition to save our trees, which was started just 11 days ago as a grassroots effort by a coalition of citizens concerned about tree preservation in the Town.As of tonight, the petition has been signed by close to 400 Town residents, two-thirds of whom live in the unincorporated area, and more signatures are coming in. I hope you've had a chance to look at the names that I submitted earlier.You will recognize many of them. They are not just your constituents;they are your neighbors. Quite a few are leaders in the community, including two former School Board presidents. What are these 400 people, your constituents, asking you to do?Just two things. First, do not take a vote on this law tonight because it is not ready. It is full of flaws and will not preserve our disappearing tree canopy, even though that is its stated goal. Second, take a pause and make changes now to get this law right before you vote. Listen to the experts, including your own Sustainability Collaborative, and follow the model of stronger legislation, like the tree code in Greenburgh,which was recently endorsed by Westchester County. The petition includes eight recommendations for specific changes to the law. I won't go into them to save time, but they have been submitted to you and are in the public record. Some are easy, and some are a little more complicated, but they are all essential for preserving our tree canopy.As you yourselves have said, you spent a long time on this law. So, I'd like to ask,what's another couple of months?What's the rush?As written,the law will not go into effect for some properties for another 15 months. Why not get it right the first time? Ms. Geer continued, if the Board does vote "yes"tonight,what message should we, as constituents, take away? Basically,you are telling us that all the talk about how you are here to listen is really just lip service. If you do vote "yes", I hope you'll be prepared to get a few questions from your constituents. Here are some that we have been hearing in our conversations about the petition: 1. Did the Board actively seek out experts and meet with other municipal leaders to learn about best practices before drafting this law?Who were they? 2. Why did the Board sideline the Sustainability Collaborative,which is supposed to serve you in an advisory capacity in this process? 3. Why did the Board do zero community outreach about this law before releasing the first draft?And why has there been zero outreach since? 4. Why so little transparency? 5. Why did the Board issue the legally required announcement of this public hearing on a Friday night? 6. Similarly, why did the Supervisor's newsletter released on October 31 fail to even mention the tree law despite holding two packed hearings? Ms. Geer continued, and that's just for starters.Again,what's the rush? In closing, please do the right thing and fix this law so it actually preserves trees. Otherwise, the 400 people who signed the petition and the rest of your constituents will deserve some answers. Thank you. Page 358 of 386 Town Board November 15, 2023 Robert Novich, a resident of the town of Mamaroneck, spoke next. He stated, I've lived in this Town with my family for 40 years, and I feel quite fortunate to live here. It's a lovely community. Over the years, I have run a lot of marathons and have traversed most of the streets here. What stands out in my mind is the trees; especially this time of year, the foliage is beautiful. When I was about ten years old,we had a summer home. There were some extra pieces of wood, so I decided to build a clubhouse. I needed some additional wood, so I cut down a few trees. I was pretty good with a hatchet and saw, even at that age. I thought I had done a great job and had a beautiful structure with a peaked roof. When I told my father and grandfather about it, I expected them to compliment me on the work. But no,what I got from them was total disapproval. They didn't like the idea that I had cut down any trees. My father had a sixth-grade education, and my grandfather, a Jewish immigrant from Europe, had no formal education. But they knew enough to teach me that cutting down trees was destructive. Fast forward to tonight, Mr. Novich continued,we are trying to come up with a tree code.As Jenny explained, the current code you are presenting is inadequate. It does not prevent the removal of or actually preserve our beautiful trees. If you took a course on tree codes at a university, and you turned in this document, the professor would probably give you an F+. That would be generous.The Board shouldn't pass this law. They should pause and, as Jenny advised, go back, do some remedial work, meet with the tree committee, arborists, canopy specialists, and the Planning Board, and hammer out the code together. Emphasize'together.' I think if you do that, you will meet the needs of this community. This tree code just doesn't cut it. Lastly, I brought along a book that most people here have probably read to their children or grandchildren—The Lorax. It's over 50 years old, and the concept of tree preservation it presents is not new. I hope you do the right thing, Mr. Novich urged. Thank you. Monica Trujillo, 18 Winthrop Avenue, spoke next. Ms. Trujillo stated, I'm a resident and I am a biologist.And I think this law requires a lot more work not only because trees are important, but we need to see the need for the trees in the context of climate change. It's not enough to think for today.We need to think ahead.And we are facing the challenges of extreme weather.And that needs to be considered. And I think that this is an opportunity to look at the experts. There are so many experts, why we don't spend the time. I'm sure that some of them will even do it for free.And then we will have the opportunity of being a model because we are not going to be looking at today, we are going to be looking at the future. Like it or not, but it is true. We are facing a severe challenge from climate change.And we do know that trees play an extremely important role.And yes, it seems so important what we do on our own property. But if we are able to look a little bit longer, a little bit further ahead where what we do on our own property, it's going to affect everybody.And so, yes, it can be your property. But do you really have the right to do what you want to do? I don't think so. Thank you. Maura Ettinger spoke next. I live in Larchmont, she said, and I do not usually speak at events like this. This is not typical for me, so I'm a little nervous. Please forgive me. I moved up to Larchmont about two and a half years ago, and I have two daughters. I live on Brookside Drive. Yesterday, while walking my dog around the brook and enjoying the beautiful trees, I noticed four big tree stumps with sawdust around them. I thought, 'Why were these trees cut down?' I spend a lot of time down at the brook, appreciating nature. It's one of the beautiful things about living here. Seeing those stumps made me want to get involved, so I reached out to Jenny. While I might not know all the ins and outs and politics, I believe these trees provide tremendous beauty and protection. We know they support the environment and the ecosystem. Earlier tonight, I was at a gathering and mentioned attending this meeting. Many parents expressed surprise and concern about Memorial Park and the trees that were cut down. One mom even told me she had cut down five trees on her property, not realizing she shouldn't have done that. I feel like if there were more visibility and awareness, more parents and community members would be here tonight, voicing their concerns. I implore you to listen to those who understand this issue and consider preserving this'Tree City'for our children and future generations. Thank you, Ms. Ettinger concluded. Page 359 of 386 Town Board November 15, 2023 Karen Khor addressed the Board next,thank you, Town Supervisor and Town Board members. We really appreciate you taking the time to listen and for this additional opportunity to speak, she said. My name is Karen Khor, and I'm here as the Co-Chair of the Mamaroneck Sustainability Collaborative. I would like to highlight a few points from the joint letter submitted earlier today by myself, my fellow Co-Chair Mark Kramer, and Town environmental leader Arlene Novich. We recognize that you have held multiple work sessions and public hearings, and we truly appreciate your efforts. This revision to our tree law is highly consequential, as many have pointed out. It's particularly significant given the global climate crisis, something you have acknowledged by adopting the Climate Emergency Declaration in November 2021. Unfortunately,despite your best intentions, the latest revisions do not meaningfully protect our trees and tree canopy. I appreciate that Robin clearly stated this is a replacement tree law. But we need a law that also protects our trees, not just replaces them. We need to address the climate emergency we're currently facing. Replacement isn't enough; it's inadequate for addressing the climate crisis. Before you vote on the revised law, I urge you to consult with the Sustainability Collaborative—your designated environmental advisor—to address remaining gaps and issues.A dialogue with relevant representatives is critical for building trust and enabling us to work together on the many climate actions the Town has directed us to undertake collectively.This cooperation has been lacking so far, but it's not too late. Secondly, please reinstate existing requirements and establish clear criteria that would enable the town and private property owners to effectively manage our trees, prevent clear-cutting, and avoid the unnecessary removal of mature trees, including those less than 36 inches DBH. Many oak trees under 36 inches DBH are over 100 years old and play vital roles. Finally, let's remember that we are living in a decade deemed the most consequential for acting against climate change. Our Town proudly advertises its commitment to protecting the environment, with signs stating "Town of Mamaroneck: Protecting Our Environment" prominently displayed on lampposts along major roads like Boston Post Road. Let's not pass this revised law as it currently stands when it's still not ready. Given our Town's laudable commitment to environmental protection, and the stakes involved,we must do our best for current and future generations.We can and must do better. Thank you, Ms. Khor concluded. Robert Herbst addressed the Board next. Mr. Herbst stated, Madam Supervisor, members of the Board, Madam Administrator, my name is Robert Herbst. Excuse me, I get choked up about this. I have lived in the Town of Mamaroneck since 1965. I have lived in my current house on North Chatsworth Avenue for 31 years. When we first moved in, if it was raining, and it was the summer and leaves were out,you could walk the whole block and not get wet. Now the only place where there's trees are in front of my house.The loss of the canopy is real. Now we've come to you with hundreds of comments. People have given you facts, logic, science.We've had at least three hearings with dozens of people speaking. We've come to you with even more facts, logic and science.We've come to you with outrage. We've come as people willing to submit to greater regulation for the common good. We've come to you with appeals to your conscience.And we've come to you with appeals to morality. And again, it is for the common good, not just for us, but for our children and grandchildren. I respectfully submit that if this bill,which is totally inadequate, is passed,this Board will have acted arbitrarily, capriciously and irrationally. You will be subject to legal challenges. I would like you to consider that, Mr. Herbst stated before saying thank you. Allen Reiter rose and approached the podium next. He lives on Forest Avenue in the Town, and said, I appreciate that this is the third time I am addressing this Board. Thank you for permitting me to do so. There is an irony in this hearing which I suspect has not occurred to you.At the very first hearing, the Board noted Catherine Parker's great work in procuring the Town $300,000 in funding for the Town to study its storm sewer system. What we are likely to learn from that study is that our system is Page 360 of 386 Town Board November 15, 2023 overwhelmed due to once-in-a-century storms occurring every other year. It will cost millions to upgrade, and it won't be easy to do so. At the second hearing, our Town comptroller urged the Board to maintain the Town's infrastructure because replacement is far more expensive than maintenance. I raise these points because trees are part of our Town's infrastructure. It is widely known—and undisputed—that trees absorb enormous amounts of water and reduce stormwater runoff. This is crucial considering the strain on our storm sewers. These once-in-a-century storms are becoming routine, resulting in homes on Brookside and Murray Avenue being inundated. One of my friends, after living on Murray Avenue for 20 years, is moving because they can no longer take it. While trees alone are not a solution, they are a part of it. We need as many mature trees as we can get to preserve what we have and to limit the runoff from storm surges. Yet, this Board seems prepared to permit the cutting down of mature trees, as clearly stated by Counsel. Planting trees that will mature in 20 years is laudable, but it won't help us in the near term. In the meantime, flooding will worsen because of the mature trees being cut down under this law. More homes will be damaged, and this code will exacerbate that. There's a belief among some on this Board that you can do whatever you want with your property. However, I urge a different viewpoint: we are stewards of our property. While we may own it for a time, we should consider the long-term community benefit of mature trees. Cutting down a 100-year-old oak tree isn't just a personal decision—it increases cooling costs for neighbors and contributes to flooding. Our tree canopy has been declining every year, and this law, as drafted, will further that decline. As you heard from Jenny, around 400 people have signed the petition asking the Board to reconsider the direction it has taken with this law. There is no silent majority opposed to regulation. We've obtained significant support in a short time, urging a different direction. The Board has made improvements, but these changes are marginal. The core premise of this code—to prioritize replacement over protection—is something you should reconsider. Thank you, Mr. Ryder concluded. Marianne Hardart addressed the Board next. I also grew up here, she said, and I'm currently living in my childhood home. My mother wanted to leave this house feet first, and that's exactly how she did. Part of the reason she felt so strongly about staying here was her love for the trees. My concern isn't just about the lack of trees, but what replaces them—the buildings. While this law isn't directly about buildings, to me, it indirectly affects them. In my neighborhood, I've seen not just the canopy being cleared, I've seen houses three or four times the size of the original ones being built, filling up the land. For instance, near me on Colonial there is a whole plot that's been completely demolished. I don't know if all the trees are gone, but that land will soon be filled with a big building. It seems that the only reason someone wants to take down so many trees is to put up a building. While there are rules, people find ways around them. We all know that. I've mentioned this in my letter as well. I personally know many architects, and everyone who comes into my house looks at my yard and says, "Oh, you could build another house there." But that's exactly why I live there—I don't want another house on my property. Anyone who sees land here of a certain size is eager to build on it if they're a builder, architect, or contractor, and I understand that. However, you are in a position to help preserve not just the trees but our land as well. Thank you. Arlene Novich rose and addressed the Board next. I live in the Town of Mamaroneck, and you're probably tired of seeing me, she said. I'm at all your work sessions and meetings, but I won't go into the details I brought up last time. I must say that this is not a proper code. The Board needs to pause and go back to the drawing board to do it right. This code is ineffective and doesn't aim to reduce tree cutting. We attend the work sessions and see the time spent deliberating over the number of trees to cut— whether it's three trees, seven trees, six trees, or 100 trees. It doesn't matter how many trees you cut because, according to your code, within two to three years, every property in the Town could be clear cut. That needs to change. It's clear you're not looking down the road to see the long-term impact. It doesn't seem balanced to me, and I know balance was stressed. Not everyone on the Board agrees with this code, yet the minority view isn't being considered. Page 361 of 386 Town Board November 15, 2023 You've never met with the Sustainability Collaborative and the tree team to discuss the code, gather information, and bounce ideas.According to the climate emergency declaration you signed, you're required to work with the collaborative.You haven't discussed this with our neighbor, the Village of Mamaroneck,which has a stronger, more effective code and was willing to share their experience.You're not being responsive to the vast majority of the Town's residents, and that's concerning. I strongly suggest you put this code on hold and stop rushing it through.Although it has been taking a long time, it still feels like you're rushing. The Sustainability Collaborative was set up to advise the Board, yet you're not taking advantage of it. The tree team was established three years ago, spending a year working on the code with some of the brightest and most committed residents in this Town, but they have not been consulted. I commend all the people I've worked with; they are truly amazing. We've collaborated with many experts, and you didn't speak to one until we brought in Andy Ryman. It's backwards to ask him questions only after presenting the code. We'd like to ask if the tree team, as a subgroup of the Sustainability Collaborative, can sit down and discuss the sticking points with you. These points do not preserve trees and allow for the elimination of effectively all regulated trees in just a few years. If you're willing,we are here and have offered our services. We're not experts, but we've spent a lot of time examining this issue. Your children and your grandchildren will thank you for doing the right thing when it comes to our trees. Otherwise, they will blame you—and rightly so. Thank you, Ms. Novich said. Andrea Hirsch introduced herself next, stating I'm a resident of the Town of Mamaroneck. It's notable that Mr. Maker and Ms. Nichinsky,while describing the changes in this version of the code verses the last one, left out the most significant point.Although they slightly reduced the number of trees that can be cut as of right, the waiting period to obtain another permit to cut the same number has changed and been reduced dramatically. See Attachment A. Under the current version of the code,you can cut down 3-5-7 trees twice within the same two-year period, whereas previously, it was only 3-7-9. What's even more alarming is that you can cut six trees on the smallest lots in two years instead of three, ten trees on medium-sized lots, and fourteen trees on the largest lots in the same period. This constitutes a 100% increase for the smallest lots and roughly a 50% increase for the other lot sizes.As Arlene mentioned, in the third year, you can cut 9- 15-21 trees.Anyone inclined can clear-cut their property within this framework. Ms. Eney,she said, "I see you shaking your head, but please point out where I'm wrong. The code now allows a 12-month waiting period. Once you cut down a tree and plant another, you get a certificate.After 12 months, you can apply for another permit. Ms. Hirsch continued, stating that Mr. Maker did not highlight this change, but he altered the wording from obtaining an unconditional certificate of compliance. Previously, it meant waiting for the first anniversary of the newly planted tree to be a year old. Now, you get an immediate certificate one year from the time a tree is planted, not one year from it being a year old and surviving for that year.This is the change in the code, and it is hard to believe it was accidental. In the fine print, the number of trees that can be cut down in any two years has actually increased. Please tell me where I'm wrong. I'd like to understand this better. Thank you, Ms. Hirsch said. Mr. Maker responded, saying I think she's incorrect because the concept is, you plant a replacement tree and then you have to wait a year.You get a certificate of completion, then you have to wait another year before you can apply for another tree permit. That's the intent of the law. So that's actually a two-year process, possibly longer, because you may get to remove the tree in month one, but not replace it until month five, in which case now, it's an extra five months that you do not, or cannot,get a permit. Ms. Hirsch replied to Attorney Maker, you changed it from an unconditional certificate of completion to a preliminary certificate of completion,which is what you get upon Page 362 of 386 Town Board November 15, 2023 planting.Then, you are required to wait one year from planting. Then you get the certificate and then you can get another permit. Before, you had to wait one year from the time that your tree was one year old. And within one year, Supervisor Elkind Eney added. We started with 14. I mean,we put the number in half to see you know, the original draft that Bill sent us was 14. Ms. Hirsch then asked if it was actually for eight and ten. Supervisor Elkind Eney responded no, the first draft of the tree law that we had was 14. The Supervisor added, I do not remember the other numbers now, but I remember the top was 14. Ms. Hirsch stated, so we never saw that draft. But we did the draft including eight and ten.Well,whether you did, or not, we never saw one with 14. But in any event, what you are saying is that you are supposedly listening to your constituents and making changes in response to their complaints. Meanwhile, you have actually significantly increased the number of trees that can be cut down as of right during any two-year period.And this leaves aside the provision that says if the tree interferes with the permitted use of your property. In that case, you can cut down that tree at any time as well. Supervisor Elkind Eney responded, but that is subject to approval.Why don't you finish your comments, okay, do you have anything else to say, the Supervisor asked. "I do,thank you", stated Ms. Hirsch. Ms. Hirsh continued; this is a slide from Andy Ryman's presentation. Community trees make up 75%of our canopy. See Attachment B. These trees, found in our yards and on our streets, are crucial, and we're losing them at the most rapid rate. This slide is critical from Andy Ryman's presentation. Without trees, our greenhouse gas emissions form this straight line.With trees, they form this jagged line, reflecting seasonal changes—showing the vital role trees play in sequestering carbon. See Attachment C. Our current law is illegal because the New York State Climate Act mandates public entities to reduce carbon emissions. Permissive tree cutting counters this directive by increasing greenhouse gas emissions instead of reducing them. The Municipal Home Rule Law states that any local law inconsistent with state law is illegal.This law is illegal on several fronts. Please reconsider, Ms. Hirsch implored and make a law that protects trees instead of destroying them. Jake Levitt, at 8 stonewall Lane, addressed the Board next. Mr. Levitt said, the purpose of a tree code is to protect mature trees.This is still entirely too permissive. I would characterize this law as an antitrust law. It's a step backwards on many levels from the existing weak law. The specifics of why have been submitted to you.You didn't have discourse with your constituents to come up with something reasonable. There were three one-way public hearings, and that doesn't qualify as discourse. But it looks like you're going to pass this law now. This is a big issue. I think you realize it's a big issue.You're harming our interests.You're harming the interests of your constituents and of the community.And you're going to get voted out. Thank you. John Vox, a Town resident, spoke next. Mr.Vox said, I want to ask, since this law affects everyone in Town, how many people here are in favor of a stronger tree code? Okay, so most people. Now, I ask how many back-and-forth tree law work sessions you guys on the Board have done with the public behind me?You don't have to answer, it's probably none. I think work sessions with constituents and experts are useless. This new law goes too far. There should be no code, and I'm thankful to the Page 363 of 386 Town Board November 15, 2023 Board for having the bravery to stand up to the people in this room and say, "No,we don't want a transparent process. Trees are a nuisance, and this tree removal law is a gift to us." I personally agree. Mr. Vox continued,thank you, he said, for making this happen as efficiently and behind closed doors as possible. Personal property rights are more important than all this community-minded climate change tree nonsense everyone's talking about. I live on a 10,000 square foot lot that had 14 big trees. I cut 12 big oaks in the front last year for a better view of the illegal jaywalkers. This year, I cut down 6 maples on the sides because I love the sunlight in my bathroom upstairs. They were really big, annoying trees.You should have seen them, but luckily you can't anymore. Next year, thanks to this new code, I'm going to cut down the 6 huge dogwoods in the back to put up a deck and swing set for myself. I don't have kids, but I love the idea. That'll bring it to all 24 trees that are gone. Some might call it ugly or an eyesore, but I call it a beautiful clear-cut plot—except for the annoying Town-owned saplings in the front. Yes, my neighbors sued me about their basement flooding for the first time in 40 years and needing a $10,000 French drain. And they've complained about sky-high air conditioner bills all summer without the shade. But that's not my problem, aside from the attorney's fees. The trees are down, and I get my swing set and sunlight. I already won. With Town-owned property exempt from this law and no more pesky townsfolk oversight, imagine the awesome things you can do. You could turn Memorial Park into a really cool three-hole golf course.You would need to cut down half the trees. No one could appeal.You could knock down the remaining four trees at the playground and not even have to say it was an accident this time.You could install more of the bright green and blue plastic equipment. No more worrying about or wasting money on replanting trees to replace the lost ones.Those eight Memorial Park trees that haven't been replaced almost a year later could be gleaming statues of you guys.You could put little placards at the base that say, "Tree City USA." Nothing is stopping you if you pass this law. I even volunteer to be on the citizen committee to help—wait, citizen input doesn't matter here. But you know what I mean. In summary, like you, I believe trees are a nuisance and democracy and transparency are overrated.This law finally vindicates people like us. Since it's tough being in the silent majority, I've informed the press about our feelings to spread the word and gain support. Thank you for pushing this through. Down with trees and up with outrageous, nonsensical thinking, Mr. Vox concluded! Mark Kramer approached the podium next. He introduced himself saying, my name is Mark Kramer, and I'm speaking as resident Mark Kramer, not as a member and Co- Chair of the Town's Sustainability Collaborative. I've been told that my email today, although submitted before 4 pm,didn't get here until afterward, so I only have one copy. I'll be very brief and point out some things that haven't been addressed tonight but need clarification or correction. See Attachment D. The most important issue, in my opinion, is the definition of the word "clearing." In the regulated definition section 207-2, clearing is defined as the removal of more than seven regulated trees from any lot within a 12-month period. This means on a 7,500 square foot lot with three large trees,whether 24 inches or 30 inches in diameter,they can be clear-cut if the Environmental Planner says you have a reason. By the same token, on a 20,000 square foot property, if there are only seven regulated trees, they can also be clear-cut. Mr. Kramer continued, I commend you for dividing the properties into small, medium, and large, but you need to redefine the clear-cutting definition to match the size of the lot.You could say something like, if 20 percent of the trees are removed on a lot, which leaves 80 percent of the canopy, then anything more is clear-cutting.You also need to define which types of trees can be removed. Page 364 of 386 Town Board November 15, 2023 I've added in my notes that the regulatory definition of six-inch DBH as a requirement is not sufficient because after one or two years, any replacement, now regulated, could be counted in the 80 percent remaining, thus allowing larger trees to be cut down. The approving authority definition is pretty good, but it should be easier for the public to understand. For example, it says an application that requests the removal of more than seven regulated trees, which is defined as clearing. Including this definition makes it easier for people to understand what's going on rather than having them ask questions about the number of trees. We've heard suggestions in the past about public education and outreach. There are roughly 30 to 40 tree companies; I'm not sure of the exact number, but it doesn't come close to the number of residents. Informing tree companies about the regulations and fining them rather than residents, will ensure they do not cut down trees without a permit. If I decide to cut a tree and my neighbor knows I didn't have a permit and wasn't notified, they may decide to cut down a tree too. The only reason people get reported is because residents enforce the regulations. When someone cuts a tree on a weekend or at five o'clock in the evening, there are no tree patrols. Enforcement falls to the neighborhood residents. In addition, Mr. Kramer said some things must be corrected for the code to make sense. For example, in section 207-17, it cites 207-15(C), but there is no Section C. Inconsistent use of symbols and words misspelled are also issues. These are just some of the things I've noticed. Please deliberate on the next steps for implementing a tree law that preserves and grows the tree canopy. It's paramount because, as the Town recognizes, trees reduce flooding, keep our community cooler, lower utility bills, provide shade, screen breaks, fall foliage, sanctuaries for birds, cleanse the air, and should be treated as community infrastructure. Thank you. Supervisor Elkind Eney asked Mr. Kramer if he was done and then if anyone else wanted to speak. As there was no one else, the Town Supervisor said, I just wanted to say that I did attend the presentation by Professor Andrew Ryman on November 5th, and he gave a lengthy discourse about the benefits of trees in the community. I heard it all. But at the end, he discussed local laws, and I did take down his comments. He said that the good tree laws require permits, talk about the right tree to be replaced in the right location, and incentivized planting which this law does. In reality, it is not realistic not to cut down any trees at all. And the idea is to move toward perfection but not necessarily start with it. He views this ordinance as a starting point. An ordinance that requires tree planting is better than no ordinance at all. So, I'll just leave you with that because I did listen to him. See Attachment E, for letters to the Town Board regarding this tree law. Jenny Geer again addressed the Board, stating, if you look at the comments that he submitted originally with his recommendations, Mr. Ryman recommended the size of a mature tree that should be designated for preservation should be well under 36 inches.And in fact, in Pleasantville, where Mr. Ryman is working on a new law, the large, mature trees that they are going to designate for preservation start at 18 inches and larger. So, you're not actually following his recommendation, Ms. Geer pointed out. The Town Supervisor responded, saying that when I talked to him on the phone,just so you know, he gave me a range of 24 to 36 inches. Then, the Town Supervisor asked the Board for a motion to close the public hearing. Moved by Councilman King, seconded by Councilwoman Katz, the Public Hearing was unanimously closed. Carried 2. Designation of Town Board as Lead Agency and Adoption of Findings Pursuant Page 365 of 386 Town Board November 15, 2023 to SEQRA Attorney Maker explained that the Board had in front of it an environmental assessment form related to this particular law. This form needs to be slightly modified, he said, because it was prepared before the purpose clause had been changed. In the paragraph in Part One, entitled "A brief description of the proposed action,"the Board should only consider the very first sentence. The following sentences, starting with "this new law of strikes", should be deemed omitted. Similarly, on page six of the law, the environmental assessment form was not updated to reflect the change in the purpose clause. There are phrases in there that say, "and that sometimes trees must be removed in order for property owners to be able to achieve full enjoyment of their property," and these should also be stricken as they no longer align with the purpose of the law. Nonetheless, the Board, being the legislative body that will decide whether to enact this law, the Town Attorney Maker stated,should make this determination pursuant to SEQR. The first step would be to, based on this environmental assessment form, resolve that the Board be the lead agency for the review of the amendment of the tree law under the State Environmental Quality Review Act. Therefore, the first action for the Board would be to address this SEQR issue. Moved by Councilwoman Katz, seconded by Councilman King, it was RESOLVED that the Town Board hereby adopts the Environmental Assessment Form and declares itself to be Lead Agency pursuant to the State Environmental Quality Review Act(SEQRA) in connection with the amendment to Chapter 207 of the Code of the Town of Mamaroneck entitled"Trees". Carried Attorney Maker added, I'm sorry, I forgot one other part of that motion is to declare that this is an unlisted action with respect to the SEQR regulations.Attorney Maker asked the Board to please amend the ordinance to say now that in the resolution not only that you are declaring yourself lead agency for the review on the SEQR but that you have also determined this to be an unlisted action. Supervisor Elkind Eney asked the Board; do I have a motion? Karen Khor rose and asked the Board; can anybody speak up about this? Ms. Khor continued, stating I would like to challenge that it is being considered a negative declaration. I think it qualifies as a conditional negative declaration, because in fact, there are adverse environmental impacts from this Town law as has been discussed. And, Ms. Khor continued on stating,just as an advisor, an environmental advisor to the Town Board, I am concerned, and I would really urge you to reconsider. I think this really falls under the condition negative declaration, because under the condition negative declaration,you can, you know, recognize that there are potential and adverse environmental impacts.And you show that you have to mitigate.And we as we've all discussed, there are negative environmental impacts from clearing, from the current proposed tree law because effectively they'll allow us clearing tree from lots so that there will be barren lots where stormwater discharge will happen. Supervisor Elkind Eney responded, but Karen, it's up to our council. Ms. Khor stated again, this does not really qualify as a negative declaration, but at the very least is a conditional negative declaration,which requires you to consider mitigation activities and to have comments from the public. Supervisor Elkind Eney replied, as proposed, I believe it is appropriate to issue a negative declaration. Page 366 of 386 Town Board November 15, 2023 Moved by Councilwoman Katz, seconded by Councilman King, it was RESOLVED that the Tree Law will not have a significant environmental impact within the meaning of the State Environmental Quality Review Act for the reasons expressed in the Negative Declaration, so as to make it an unlisted action. Carried 3. Consideration of the Adoption of the Amendment to the Tree Law Attorney Maker explained, now it is time for the Board to make a determination. If, in fact, the Board determines that this law will not have a significant environmental impact within the meaning of the State Environmental Quality Review Act by issuing a negative declaration. A draft of which is before the Board. It is supported by the reasons listed in that particular negative declaration, much of which has already been recited tonight. For example, the existing law only applies to lots of 20,000 square feet or more. The proposed law will eventually cover every lot in the Town of Mamaroneck. The law requires replacement of trees or payment into a tree fund. The money for that tree fund would be used to either plant trees, trees on Town-owned property, or to nurture the existing trees on Town-owned property by watering them, mulching them and so forth. Again, the number of replacements is not on a one-to-one ratio but is a two-to-one ratio if the tree being removed is between six and 12 inches in diameter, three-to-one if the tree being removed is between 12 and 18 inches, and four-to-one if the tree being removed is over 18 inches. In addition, as we said before, trees that have a diameter of 36 inches or more have additional limitations as to whether those trees can be removed. Again, there will be a limitation on the number of trees that can be removed in a given 12-month period, based on the size of the lot. The Town Attorney added, "I won't go over those numbers again. And there are periods of time when a tree permit cannot be issued because a previous one had been issued. For those reasons, the Town Board determines that this law, if passed, will not have a significant environmental impact within the meaning of the State Environmental Quality Review Act. The Board should move to accept this negative declaration as prepared." Moved by Councilwoman Katz, seconded by Councilman King, it was RESOLVED, that the following Local law was approved: Local Law No. 10—2023 This local law shall be known as the"Town of Mamaroneck Tree Law". BE IT ENACTED by the Town Board of the Town of Mamaroneck Section 1 —Purpose: The Town Board finds and declares that the preservation of trees, as defined herein, within the Town is necessary to protect the health, safety and general welfare of the Town because trees provide shade, impede soil erosion, aid water absorption and retention, inhibit excess runoff and flooding, enhance air quality, offer a natural barrier to noise, provide a natural habitat for wildlife, provide screening, enhance property values and add to the aesthetic quality of the community. However, the Town Board also recognizes that property owners have the right to develop, use and enjoy their properties. This law strikes a balance between the rights of property owners and the maintenance of trees within the Town. Section 2—Amendment of a current section of the Mamaroneck Code: Chapter 207 of the Code of the Town of Mamaroneck hereby is repealed and the Page 367 of 386 Town Board November 15, 2023 following substituted in its place: Chapter 207 Trees §207-1 Legislative Intent §207-2 Definitions. §207-3 Regulated activities; permit required. §207-4 Activities permitted by right §207-5 Activities absolutely prohibited §207-6 Permit application process; approving authority §207-7 Tree replacement § 207-8 Period that must elapse before an additional permit can be issued § 207-9 Tree Planting Fund §207-10 Issuance of permit with conditions §207-11 Issuance of permit §207-12 Suspension or revocation of permit §207-13 Term § 207-14 Compliance with applicable provisions required § 207-15 Appeals § 207-16 Action upon completion of work § 207-17 Penalties for offenses § 207-18 Phase-in of this chapter § 207-1 Legislative Intent. The Town Board finds and declares that the preservation of trees, as defined herein, within the Town is necessary to protect the health, safety and general welfare of the Town because trees provide shade, impede soil erosion, aid water absorption and retention, inhibit excess runoff and flooding, enhance air quality, offer a natural barrier to noise, provide a natural habitat for wildlife, provide screening, enhance property values and add to the aesthetic quality of the community. However, the Town Board also recognizes that property owners have the right to develop, use and enjoy their properties. This law strikes a balance between the rights of property owners and the maintenance of trees within the Town. § 207-2 Definitions. As used in this chapter, the following terms shall have the meanings indicated: APPLICANT A person requesting a tree removal permit. APPLICATION A request to remove trees made pursuant to this chapter. APPROVING AUTHORITY For an application to remove 7 or fewer regulated trees, the Town Environmental Planner shall be the approving authority. For an application that requests a clearing or is part of either an application for site plan approval, residential site plan approval, subdivision approval, a special use permit and/or a wetlands and watercourses permit issued pursuant to Chapter 114 of the Page 368 of 386 Town Board November 15, 2023 Town Code, the Planning Board shall be the approving authority. ARBORIST An individual who has demonstrated knowledge and competency as evidenced by a current International Society of Arboriculture arborist certification. CALIPER The diameter of a tree trunk six inches above the ground. CLEARING Removal of more than 7 regulated trees from any lot within any twelve-month period. CRITICAL ROOT ZONE The circular area surrounding a tree that must be protected from compaction, fill or trenching to attempt to ensure the survival of the tree. That area is determined by multiplying the diameter of the tree at breast height (DBH) by 18 and is measured from the center of the tree's trunk measured from the outside of the tree trunk. For example, a tree with a DBH of 12 inches has a critical root zone with a radius of 216 inches, measured from the center of the tree to the circumference of the circle that is the critical root zone. DEAD TREE A tree with a DBH of six inches or more that the Town arborist demonstrates, to the satisfaction of the Environmental Planner, is dead or has been damaged so that it cannot be salvaged or is in an advanced state of decline (where an insufficient amount of live tissue, green leaves, limbs or branches exist to sustain life). DIAMETER AT BREAST HEIGHT(DBH) The diameter of a tree four and a half feet above ground level on the uphill side. DBH shall be recorded in inches. ENVIRONMENTAL PLANNER The Town's Environmental Planner or another person designated by the Town Board to act in that capacity. EXCESSIVE PRUNING Removal of more than 25% of the crown of a tree within any twelve-month period. HAZARDOUS TREE A tree with a DBH of six inches or more that the Town arborist demonstrates, to the satisfaction of the Environmental Planner, poses a threat to the safety of the owner of the property or members of that person's family or their real or personal property or to the safety of members of the public or their real or personal property. INJURY Damage to a tree foreseeably leading to the tree's death or permanent damage to the health of the tree, including a wound resulting from any activity, including but not limited to excessive pruning, cutting, trenching, excavating, altering the grade, paving or compaction, bruising, scarring, tearing or breaking roots, bark, trunk, branches or foliage or application of herbicide or poisoning. Page 369 of 386 Town Board November 15, 2023 INVASIVE SPECIES Plants listed as prohibited or regulated by the New York State Part 575 list of Prohibited and Regulated Invasive Species contained in 6CRR-NY.V.C.575 or any regulation that replaces it. PERSON Any individual person, firm, partnership, association, corporation, limited liability company, organization or legal entity of any kind other than public agencies, municipal corporations and utility companies. PLANNING BOARD The Planning Board of the Town of Mamaroneck. PLANTING PLAN A plan that identifies areas where existing trees are to be preserved and where proposed replacement trees and other plants are to be located as well as areas of vegetation to remain after the proposed project is completed. REGULATED TREE A tree with a DBH of six inches or more, a dead tree or a hazardous tree. A replacement tree also shall be considered a regulated tree regardless of its DBH. REMOVAL Removal of a tree, includes not only the complete cutting down of a regulated tree but also cutting so that only the trunk, trunk fragments or a stump remain. REPLACEMENT TREE A tree that is required to be planted pursuant to this chapter. STRUCTURAL DEFECT Any naturally occurring or secondary condition such as cavities, poor branch attachment, cracks, or decayed wood in the trunk, crown, or roots of a tree that may contribute to structural failure. TOWN ARBORIST An arborist employed or contracted by the Town. TOWN BOARD The Town Board of the Town of Mamaroneck, New York. TREE PLANTING FUND A fund to receive the payment of fees in situations where tree replacement requirements, in whole or in part, cannot be met on-site. TREE REMOVAL PERMIT A permit issued pursuant to this chapter. § 207-3. Regulated activities; permit required. A person shall be allowed to remove a regulated tree within the unincorporated area of the Town only if a tree removal permit for the removal of such tree shall have been issued. § 207-4. Activities permitted by right. Page 370 of 386 Town Board November 15, 2023 The following activities are permitted by right: A. Removal of any tree that is not a regulated tree provided the tree is located on property owned by the person removing it or is being removed with the consent of the property owner. B. Routine care and maintenance. Pruning of less than 25% of the crown of a regulated tree during any twelve-month period is considered routine care and maintenance. C. Provided a tree removal permit is obtained in advance: 1. Up to 7 regulated trees can be removed from any lot having an area of 20,000 square feet or more during any twelve-month period. 2. Up to 5 regulated trees can be removed from any lot having an area greater than 7,500 square feet but less than 20,000 square feet during any twelve- month period. 3. Up to 3 regulated trees can be removed from any lot having an area of 7,500 square feet or less during any twelve-month period. 4. Notwithstanding the foregoing limitation on the number of regulated trees that can be removed during any twelve-month period, a person also may remove any regulated tree that (i) in the opinion of the approving authority, substantially interferes with a permitted use of the property, or (ii) is a hazardous tree,or (iii)the Town arborist certifies to the satisfaction of the Environmental Planner that due to an approved cut or fill of land elsewhere on the property where the tree is located, it is reasonable to expect that the tree will become hazardous or die or (iv) is a dead tree. The Environmental Planner can dispense with a report from the Town arborist if the Environmental Planner can determine that a tree is either hazardous or dead without the need for a report. In making judgments pursuant to §207-4 C., the approving authority shall act reasonably. D. 1. A tree removal permit is not required to remove a regulated tree for the protection of the owner of the property or members of that person's family or their real or personal property or for the protection of members of the public or their real or personal property when removal is necessitated due to an actual or ongoing emergency, defined as a serious situation or occurrence that happens unexpectedly and demands immediate action; however, the property owner shall notify the Environmental Planner of the removal and provide evidence as to why such tree was removed within 15 days after removal. 2. A property owner who causes a regulated tree to be removed due to an actual or ongoing emergency shall comply with the rules for replacing Page 371 of 386 Town Board November 15, 2023 trees provided in § 207-7 and be subject to the fines imposed and the consequences that result from failing to comply with this law provided in §207-17. E. A property owner will not be required to obtain a tree removal permit or to plant replacement trees if a tree on the property owner's property falls without human action. §207-5.Activities absolutely prohibited. A. Except in situations where § 207-4 D. is applicable, it shall be unlawful for any person to remove a regulated tree without obtaining a tree removal permit in advance. B. It shall be unlawful for any person, other than the Town, to remove a tree within a public right-of-way or on Town-owned property without the Town's permission. No department, agency, commission, authority or employee of the Town or any firm or individual retained by the Town shall remove five or more regulated trees located within an area of 2,500 square feet, or less without first notifying the Town Board of its intention to do so. C. It shall be unlawful for any person to cause such injury to a tree so that it is likely that the tree will become a dead tree or a hazardous tree. D. It shall be unlawful for any person to remove a tree with a DBH of thirty-six inches or more unless it is determined by the Environmental Planner to be a hazardous tree or a dead tree or unless it (i) in the opinion of the approving authority, substantially interferes with a permitted use of the property, or iii)the Town arborist certifies to the satisfaction of the Environmental Planner that due to an approved cut or fill of land elsewhere on the property where the tree is located, it is reasonable to expect that the tree will become hazardous or die. The Environmental Planner can dispense with a report from the Town arborist if the Environmental Planner can determine that a tree is either hazardous or dead without the need for a report. In making judgments pursuant to §207-5 D., the Environmental Planner shall act reasonably. §207-6. Permit application process; approving authority. A. Any person seeking to conduct any activity listed in §207-3 shall file an application for a tree removal permit with the approving authority. 1. Applications to the Environmental Planner The Application shall include the following information: a. The name, postal and email addresses and telephone number of the property owner and the applicant, if the applicant is not the property owner, b. The street address of the property where the removal is sought, c. A statement from the property owner authorizing an applicant to make the Page 372 of 386 Town Board November 15, 2023 application for a tree removal permit, d. A general description of the proposed removal, e. A planting plan based on the tree replacement requirements in §207-7. The planting plan shall include the location of all proposed replacement trees, a list of all proposed replacement trees that identifies the species (by common or botanical name), size and quantity. The approving authority may waive the requirement to plant replacement trees, in whole or in part, if it determines that, because of site constraints, it is impracticable or impossible to replace certain trees, or where the approving authority determines that, because of relevant site planning considerations, tree replacement is not warranted. The approving authority shall require payment of a fee to the Tree Planting Fund to satisfy the unmet portion of tree replacement requirements computed in accordance with §207-9A., e. The name, postal and email addresses and the telephone number of the applicant's contractor, g. Any other information that the Environmental Planner deems is reasonably necessary in order to evaluate the application, and h. The fee required for a Tree Removal Permit. If work is commenced prior to the permit being issued, the applicant shall be liable for the fine prescribed by§ 207-17 A. An application for a tree removal permit submitted to the Environmental Planner shall be approved, approved with conditions (§ 207-10), denied (for example, an application made during the period prohibited by [§ 207-8]) or returned to the applicant with a request for further information within 30 days of the receipt of a complete application. If the Environmental Planner requests additional information, the application shall not be considered complete until the Environmental Planner receives such additional information. An application shall not be considered complete until the applicant obtains all other permits (except a building permit) that must be obtained in order to perform the project that requires the removal of trees. If the tree removal permit is denied, the applicant will be notified in writing by the Environmental Planner of the reasons for the denial. If the Environmental Planner does not act upon an application for a tree removal permit within 30 days after the application is complete, the application shall be deemed granted and a tree removal permit shall issue. 2. Applications to Planning Board The application shall include: a. The items listed in § 207-6 A (1) (a through f); however, the applicant will not need to reproduce separately the items that it shall have filed in connection with an application for site plan approval, residential site plan approval, subdivision approval, a special use permit and/or a wetlands and watercourses permit issued pursuant to Chapter 114 of the Town Code and the required planting plan may be incorporated into the landscaping plan required by the Planning Board in connection with the above listed applications, b. Any other information that the Planning Board deems is reasonably necessary in order to evaluate the application, and c. The fee required for a tree removal permit. If work is commenced prior to the Tree Removal Permit being issued, the applicant shall be liable for the fine prescribed by §207-17A. An application for a tree removal permit submitted to the Planning Board may be returned to the applicant with a request for further information. If the Planning Board requests additional information, the application shall not be considered complete until Page 373 of 386 Town Board November 15, 2023 the Planning Board receives such additional information. An application shall not be considered by the Planning Board until it is complete. If the tree removal permit is denied, the applicant will be notified in writing by the Environmental Planner of the reasons for the denial. This law shall not limit the number of regulated trees that the Planning Board can allow to be removed for the development of a vacant lot. A lot whose principal use has been removed during the previous twenty-four months shall not be considered a vacant lot. Nothing in this law shall prevent the Planning Board from authorizing the removal of more trees than this law otherwise would allow if in the opinion of the Planning Board, it is appropriate to do so. B. Any site for which an application has been submitted shall be subject to inspection upon notice to the property owner and/or the applicant at any reasonable time, including weekends, by the approving authority or its designated representatives. By making an application for a tree removal permit, the property owner shall be deemed to have given its consent to such inspection. C. All items submitted in connection with an application for a tree removal permit, including the application itself, shall be maintained in the office of the Building Department. D. The Building Department shall maintain a record of the lots for which tree removal permits are issued by either the Environmental Planner or the Planning Board, the date of each permit and the number of regulated trees approved for removal by each permit. §207-7. Tree replacement. A. Tree replacement shall occur on-site, except where the approving authority determines that, because of site constraints, it is impractical or impossible to do so, or where the approving authority determines that replacement trees would unduly prevent the use or enjoyment of the property or where the approving authority determines that, because of relevant site planning considerations, it is not warranted. If the approving authority determines that less than all of the required number of replacement trees can be planted on-site, the approving authority shall require the payment of a fee to the Tree Planting Fund to satisfy the unmet portion of tree replacement. B. The number of replacement trees shall be determined as follows: Two replacement trees for each removed regulated tree having a DBH between 6 inches and 12 inches. Three replacement trees for each removed regulated tree having a DBH greater than 12 inches but less than 18 inches. Four replacement trees for each removed regulated tree having a DBH of more than 18 inches. Page 374 of 386 Town Board November 15, 2023 C. Replacement trees must have a caliper of at least two and one-half inches and must be a species selected from the list of approved species maintained by the Environmental Planner which may be updated from time to time. Except where the approving authority determines that it is impractical to do so, at least 50% of replacement trees shall be trees that grow to a height of at least 40 feet when mature. D. When 10 or more replacement trees are required, no single tree genus can account for more than one-third of total number of replacement trees. Exceptions to this requirement may be authorized by the Environmental Planner, when specific conditions warrant such a change. E. Replacement trees shall be ecologically compatible with the site and neighboring properties. Invasive species shall not be allowed under any circumstances. Standards for transplanting of trees and shrubs shall follow the guidelines found in the International Society of Arboriculture publication "Tree and Shrub Planting Manual." §207-8. Period that must elapse before an additional permit can be issued. 1. There shall be a period of time when a tree removal permit for the same property cannot be issued. A tree removal permit shall not be issued for any property for which a tree removal permit was issued prior to the first anniversary of the preliminary letter of completion for the work done pursuant to such permit (see §207-16), or in the case of a permit which does not require the planting of replacement trees, prior to the first anniversary of the deposit into the Tree Planting Fund that a property owner is required to make pursuant to § 207-9. The prohibition upon the issuance of a tree removal permit shall apply even if title to the property is transferred. 2. A tree removal permit may be issued within the time period where issuance of such permit would be prohibited by paragraph 1 of section 207-8, if the prior tree removal permit had been issued for the removal of a hazardous tree or a dead tree. 3. A property owner may apply for a tree removal permit during the period when this section prohibits the issuance of such permit if during that period a tree on that property becomes a hazardous tree or a deed tree. A property owner who causes a hazardous tree or a dead tree to be removed shall comply with the rules for replacing trees provided in § 207-7 and be subject to the fines imposed and the consequences that result from failing to comply with this law provided in §207-17. 4. If a replacement tree does not survive for one year after the Environmental Planner issues a preliminary letter of completion, the Environmental Planner shall determine whether the property owner must plant the requisite number of trees to replace the replacement trees that died or may pay an amount into the Tree Planting Fund that equals the number of replacement trees that did not survive multiplied by $300.00 or a combination of both. Upon the issuance of a preliminary letter of completion after these new trees are planted or the payment into the Tree Planting Fund, the property owner shall be allowed to apply for a tree removal permit. If a tree planted to replace a replacement tree that did not survive for one year after the Environmental Planner had issued a preliminary letter of completion itself dies within one year of the issuance of a preliminary letter of completion Page 375 of 386 Town Board November 15, 2023 for its planting, the property owner may either plant the requisite number of trees to replace the replacement trees that died or may pay an amount into the Tree Planting Fund that equals the number of replacement trees that did not survive multiplied by$300.00 or a combination of both. §207-9. Tree Planting Fund. A. When a property owner is required to make a payment to the Tree Planting Fund, the amount of such payment shall equal the product of the multiplication of the number of required replacement trees that will not be planted on-site by $300.00, B. The Tree Planting Fund shall be the fund that receives (i) payments from property owners who cannot satisfy tree replacement requirements because the approving authority determines that due to site constraints some or all of the required number of replacement trees cannot be planted on-site and (ii)the payment of any fine imposed by this chapter. In addition, any person may donate to the Tree Planting Fund. C. (1)Amounts on deposit in the Tree Planting Fund shall be used for the sole purpose of planting and maintaining Town owned trees, shrubs, and other permanent plant materials and other applicable landscaping projects on Town-owned property. (2) Proposed landscaping may include trees, shrubs, and other permanent plant materials. Planting and maintenance shall include purchase, transportation, mulching, watering, fertilizing, trimming, fencing and associated labor. The Tree Planting Fund may be used to fund other associated project tasks including the purchasing equipment to be used for watering plantings, the purchase and/or installation of irrigation systems to support plantings, design, tree inventory, construction of tree pits, and soil amendments that enhance and promote long-term sustainability of plantings. (3) If feasible, the amounts on deposit in the Tree Planting Fund first should be applied to projects located close to lots where tree removal has occurred. §207-10. Issuance of permit with conditions. Any tree removal permit may contain such conditions as the approving authority deems necessary to ensure compliance with the legislative intent of this chapter. Examples of conditions that may be imposed upon a tree removal permit include but are not limited to, the alteration of the planting plan submitted by the applicant so that replacement trees are planted on-site in locations other than the locations shown on such plan or the imposition of the requirement to deposit money into the Tree Planting Fund instead of planting replacement trees on-site. §207-11. Issuance of permit. No tree removal permit shall be issued until the applicant, or the property owner pays (i)the fees required for making the application and (ii) the amount required to be paid to the Tree Planting Fund to satisfy the unmet portion of the tree replacement requirements. Page 376 of 386 Town Board November 15, 2023 §207-12. Suspension or revocation of permit. A. (1) The Building Inspector, an Assistant Building Inspector, the Engineer, any Code Enforcement Officer, the Director of Building Code Enforcement and Land Use Administration, or the Environmental Planner may issue a stop-work order for violations of this chapter. Persons receiving a stop-work order shall be required to halt all land development activities, except those activities that correct the violations that led to the stop-work order or remove a hazardous condition. The stop-work order shall be in effect until the Town confirms that the violation has been satisfactorily corrected. Failure to address a stop-work order in a timely manner may result in civil or monetary penalties in accordance with the enforcement measures authorized in this chapter. (2) The Building Inspector, an Assistant Building Inspector, the Engineer, the Director of Building Code Enforcement and Land Use Administration, or the Environmental Planner may suspend or revoke a tree removal permit if the applicant has not complied with any of the material terms of such tree removal permit, has exceeded the authority granted in the permit, or has failed to undertake the project in the manner set forth in the Application. Such suspension or revocation shall be accompanied by a stop-work order. B. A stop-work order and/or suspension or revocation of a tree removal permit shall be delivered personally to the applicant or the property owner or sent by certified mail, addressed to the applicant at the address shown on the tree removal permit and sent by certified mail to the property owner at the address of the property for which such permit was issued. Immediately upon the receipt of a stop-work order if personally delivered or on the third day following the mailing of such order, all work being undertaken pursuant to the tree removal permit shall cease. §207-13. Term. A tree removal permit shall be valid for two years from the date of its issuance unless a different term is otherwise specified by the approving authority. Tree removal permits may be renewed by the approving authority if a request for such renewal is submitted before the expiration of the original tree removal permit or a renewed permit. Standards for issuance of renewals shall be the same as the standards for issuing tree removal permits. §207-14. Compliance with applicable provisions required. No tree removal permit shall eliminate the obligation of the applicant and the property owner to comply in all respects with the applicable provisions of any other federal, state or local law or regulation, including but not limited to the securing of any other required permit or approval. §207-15.Appeals. A. If an application is denied or issued with conditions by the Environmental Planner, the property owner may appeal such determination to the Planning Board. (1) The appeal must be made within 30 days after the Environmental Planner shall have mailed the determination to the property owner. The appeal must be in writing and must set forth the errors that the property owner asserts were made by the Page 377 of 386 Town Board November 15, 2023 Environmental Planner. (2) In prosecuting the appeal, the property owner shall comply with the notification requirements of Chapter 144 of the Town Code except that the properties to which mailing notice of the appeal shall be the properties that are within one hundred linear feet from each of the lot lines and corners of the subject property. (3) The Planning Board shall review the appeal at the earliest regularly scheduled meeting that allows the property owner to comply with the notification requirements of Chapter 144 of the Town Code and shall, based upon the standards contained herein and the facts of the matter, either (i) deny the appeal, or (ii) grant the appeal and direct the Environmental Planner either to issue a tree removal permit or strike one or more of the conditions attached to the permit that the Environmental Planner issued. The Planning Board shall file its determination with the Town Clerk within 5 business days after it is rendered. (4) A tree removal permit shall be stayed pending determination of the appeal. B. A property owner may bring a proceeding to review a determination by the Planning Board in the manner provided by Article 78 of the Civil Practice Law and Rules. Such proceeding must be commenced within 30 days after the filing the Planning Board's determination in the office of the Town Clerk. §207-16.Action upon completion of work. A. Within 30 days after completion of the removal of all trees for which a tree removal permit shall have been issued and the planting of all replacement trees, the applicant shall notify the Environmental Planner of such completion. B. Within 30 days of such notification, the Environmental Planner shall conduct an inspection to determine whether there has been compliance with all the terms of the tree removal permit. If the Environmental Planner determines that there has been compliance and/or the required funds have been deposited into the Tree Planting Fund,the Environmental Planner shall issue a preliminary letter of completion. If all of the replacement trees survive for one year after the Environmental Planner issues a preliminary letter of completion, the Environmental Planner shall issue a final letter of completion. If any of the replacement trees do not survive for one year after the Environmental Planner issues a preliminary letter of completion, the property owner shall replace the replacement trees that did not survive with a like number of replacement trees and the notification and letter of completion process stated above shall pertain to such replacement trees. C. If the Environmental Planner determines that there has not been compliance with all the terms of the tree removal permit or that not all replacement trees have been planted and/or the funds required to have been deposited into the Tree Planting Fund Page 378 of 386 Town Board November 15, 2023 have not been deposited, the Environmental Planner shall so notify the applicant and the property owner. The notification shall include a list of items to be corrected. If the violations listed by the Environmental Planner are not corrected within 30 days of the notification, the applicant and the property owner shall be liable for the fine prescribed in §207-17B. §207-17. Penalties for offenses. A. Any person who removes a regulated tree without complying with this chapter shall be guilty of a violation within the meaning of NY Penal Law § 10.00 (3) and upon conviction, shall be punished by the imposition of a fine of $300.00 per tree for the removal of trees having a DBH between 6 inches and 12 inches, $600.00 per tree for the removal of trees having a DBH greater than 12 inches but not greater than 18 inches and $900.00 per tree for the removal of trees having a DBH larger than 18 inches. In addition, any person who removes a regulated tree without complying with this chapter shall be required to plant the number of replacement trees and/or make the payment to the Tree Fund that the property owner would have been required to plant or pay if such person had obtained a tree removal permit. B. Any person who does not comply with a notification given by the Environmental Planner pursuant to §207-15 C. shall be guilty of a violation within the meaning of NY Penal Law § 10.00 (3) and upon conviction, shall be punished by the imposition of a fine of $500.00 plus a fine of $300.00 for each replacement tree that the property owner failed to plant plus double the amount of the funds that the property owner was required to deposit into the Tree Planting Fund. C. Each violation of a provision of this chapter shall be a separate and distinct offense. In addition, any offender may be ordered by the court to replant trees that were improperly removed, insofar as that is possible. The court shall specify a reasonable time for completion of such restoration, the sufficiency of which shall be determined by the Environmental Planner. The fines remitted to the Town shall be deposited into the Tree Planting Fund. D. In addition of being liable for the fines contained in §207-17A., any person who removes a regulated tree without having first received a tree removal permit or who does not comply with a notification given by the Environmental Planner pursuant to § 207-16C. shall be precluded from applying for a tree removal permit for the removal of trees from the property for which the tree removal period had been issued for the 12- month period commencing with the month that such removal or non-compliance with a notification given by the Environmental Planner pursuant to § 207-16C. is discovered by the Town. E. In addition to the penalties set forth above in §207-17, the Building Inspector shall not issue a building permit, temporary certificate of occupancy or certificate of occupancy for any property on which a violation of this chapter occurred until such violation is cured. Page 379 of 386 Town Board November 15, 2023 F. For the purpose of this section, the property owner also shall be liable for the fines and subject to the penalties imposed by this section due to the actions of any person who violates§§207-17 A., B., C. or D. §207-18. Phase-in of this chapter. This chapter shall apply to lots having an area of 7,501 square feet or more on the ninetieth day after this local law is filed with the Secretary of State. This chapter shall apply to lots having an area of 7,500 square feet or less, on the first anniversary of the date when this chapter became effective with respect to lots having an area of 7,501 square feet or more. Section 3—Severability: Should any provision of this Local Law be declared invalid or unconstitutional by any court of competent jurisdiction, such declaration of unconstitutionality or invalidity shall not affect any other provisions of this Local Law, which may be implemented without the invalid or unconstitutional provisions. Section 4—Effective Date: This Local Law shall become effective on the ninetieth day after this law is filed with the Secretary of State. Carried Councilwoman Nichinsky stated, I just want to say that the writing of this law has been a long, difficult process. I personally have struggled with how to address the concerns of the community, and I know the other members of the Board have struggled as well. As I said before, this new law reflects a consensus of the Board, a back and forth, and months of difficult negotiations that those of you who have attended our work sessions have seen firsthand.The Board has listened to the comments, read the literature, and are aware of the issues.And they have made changes. I hear it is not enough for the people in this room, but the Board has made changes.And this is the legislative process in action.At the end of the day, I believe that this new law is better than what we have right now.And I appreciate the process of our Board,working together to make compromises that have improved the initial law that was proposed. Today,we have a law that only applies to 20%of our community. When this becomes law, it will apply to the entire community.And as Dr. Ryman has said, Councilwoman Nichinsky concluded, it is a start. Councilmember King said, I would like to say a couple things here. I've been listening at these public hearings,with the same people coming out for the last three public hearings.And I appreciate everyone coming out and appreciate the input that you have given everyone here on the Board.And sometimes I do take exception when the Board is accused of not listening or not working in good faith for the residents. You know,we have been accused of legal action. We have been threatened of being put out of office. We have had our names put on fliers.And I take offense to that, because it's no one here that takes his position lightly. We try to serve all the residents good, bad,or otherwise. You might disagree.You might agree. But it has been a very acrimonious development in our community. I myself have been in this community for over 50 years. My family and I live in the house I grew up in. I've been in this community, and not once have I seen the actions which I've witnessed through these public hearings. So, I am ashamed of our residents. I applaud you for voicing your differences.And you should never stop voicing your differences, but I take exception to the fact that you do believe that for some reason,we have a hidden agenda. That's never been the case.And yes, the numbers do not speak because the people are not here themselves to voice their concerns in terms of the other side, but be assured that at every meeting, be at the tree law, be at the rock removal law, be at a crossing guard, be the parking which might affect some people here, whatever it might be, this Page 380 of 386 Town Board November 15, 2023 Board wholeheartedly looks at both sides of the equation. Thank you. RESIDENT COMMENTS Supervisor Elkind Eney asked if anyone in the audience wished to address the Town Board. John Vox rose and asked why Town-owned trees are excluded from the recently enacted Tree Law? In the Village of Larchmont, Mr. Vox said, they recently passed a gas-powered leaf blower law that everyone has to follow including the Village. I'm just curious why Town- owned land is completely excluded from this bill? Attorney Maker responded, that there is a notification requirement to the Board for Town- owned trees, rather than a notification requirement to the residents. But I think the rationale, Attorney Maker added, is there are so many trees that the Town owns, on Town-owned property, that you can't just limit and say, okay, in 2024 the Town can only remove nine trees. It's just not practical. This was three trees that had to be removed. There are trees in the park that have to be trimmed and possibly removed. That's the logic for not including the Town trees. Mr. Vox responded, no one was informed about what happened in Memorial Park. And I'll just say now, there was illegal stuff that happened there. You didn't inform anybody about taking down 87 trees in 2023. If it is required with five trees to notify the public. You didn't notify anybody. The Town Clerk interjected, stating I am sorry, Mr. Vox, but I need to correct you. In 2021, the Town took down 17 trees Town-wide, and in 2022, we took down 26 trees on Town-owned property. So far this year, in 2023, we have taken down 45 trees on Town- owned property. Councilwoman Katz added, for the record I don't think we did anything illegal in Memorial Park. Michael Gottfried rose to speak next. Mr. Gottfried congratulated Town Supervisor Elkind Eney, Councilmember Jeffery King and Councilmember Anant Nambiar on their recent elections. Mr. Gottfried thanked Councilwoman Katz for being incredible in her tenure and for taking the time to support some of the students he mentors in the OCRA program. Next, Mr. Gottfried stated that he was in attendance at the meeting to address some questions he had about the sanitation allocation percentage in the tentative budget which had been published on November 14. Mr. Gottfried mentioned that in previous years, the tonnages used for allocation were included in the budget for review. Mr. Gottfried referred to a memo from 2021 stating there had been errors in the calculation for 30 years. Mr. Gottfried expressed confusion over the current allocation based on the enabling law and requested to see the numbers used for the 47% allocation. Mr. Gottfried emphasized the need to review the statute with legal counsel present, citing specific provisions of the law that outline the requirements for calculating and reporting the tonnage annually by December 10. Mr. Gottfried's main question was why the tonnage percentage formula had been locked in when the law mandates an annual calculation based on the previous year's data. See Attachment F. Additionally, Mr. Gottfried questioned the allocation when the numbers were not yet complete and suggested that the law includes all materials such as recyclables and organic waste. Mr. Gottfried noticed a $146,000 reduction in the garbage fund in the preliminary budget compared to the tentative budget. Mr. Gottfried wondered how conclusions were drawn when the books had not yet closed. Mr. Gottfried pointed out that the law requires the data to be from November 30 of the previous year, and adjustments for commingled routes and New Rochelle tonnages needed to be accounted for. Despite explanations that the numbers used were from 2022, Mr. Gottfried insisted that the numbers should be reviewed as of November 30, according to the law. Mr. Gottfried suggested that the budget should not be adopted on Monday and proposed that the tentative budget be presented to the Village board before adoption to allow residents to ask questions. Lastly, Mr. Gottfried submitted an item for the record on behalf of Brian Lobel. Page 381 of 386 Town Board November 15, 2023 See Attachment G. Ms. Herbst, residing at 76 North Chatsworth Avenue, rose to address the Board next. Ms. Herbst's first concern was about the budget allocation for tree beautification. Ms. Herbst noted that in the prior year, $16,000 was allocated for tree beautification, but only $4,000 was actually spent. For the upcoming year, the budget is set at$15,000, which appears as a significant increase compared to the previous year's actual spending. Ms. Herbst questioned why the money was not spent as planned in the prior year and why the new budget is not higher than the previous year's allocation. In response, Comptroller Yogman explained that the upcoming budget includes $60,000 for tree maintenance and watering to ensure the trees'survival. The Board acknowledged that planting trees without proper maintenance would be ineffective. The Board plans to plant more trees and mentioned having received an offer for the potential gift of 100 trees. The Board also emphasized the need to address the watering and maintenance of trees to ensure their longevity. Ms. Herbst's second concern was about Memorial Park. Ms. Herbst and her husband visit Memorial Park regularly and were disappointed by the loss of trees due to a contractor's error. Ms. Herbst inquired whether the contractor would be held responsible for the damage and if they would contribute to replanting efforts. The Board clarified that the contractor followed the directions provided and was not at fault for the issue. The Board then acknowledged the need for more shade in the park and mentioned exploring options for planting trees or installing shade structures. The Board emphasized the importance of community input and are open to suggestions for improving the park. Ms. Andrea Hirsch rose to address the Board next, expressing her concerns about the acrimony resulting from the tree law and referencing Councilmember King's question about how the Town ended up in this situation. Ms. Hirsch pointed to the Town of Pleasantville, where community members and experts are working together to construct a tree law before presenting it to the Board. Ms. Hirsch mentioned a book published by New York State that advises involving community members, lawmakers, the Town Attorney, the Town Clerk, consultants, and experts in developing local laws. This collaborative approach is said to lead to successful lawmaking. Ms. Hirsch criticized the Town Board for excluding the community from the process of developing the tree law. Ms. Hirsch argued that the Board did not follow the recommended path and refused to listen to the information from the experts. The community, passionate about trees, felt barred from having any input in the law's development. Ms. Hirsch held the Board responsible for the resulting acrimony and emphasized that the situation did not represent democracy in action. Ms. Hirsch added that this process should be used for all laws. Including the public at the start, not at the end, is crucial. While it's fantastic that there have been three public hearings, they occurred after the law was already published. Starting at the beginning is key to developing a successful law with buy-in from all those involved. Supervisor Elkind Eney, interjected, Andrea, I want to address that right now. First of all, the Town Supervisor said this is the process we follow when we create any law. We have public hearings, and we listen. We've had more public hearings on this law than any other. I totally respect and understand that you're not happy with the outcome. Again, this is a start; it isn't the only time we're going to address this, but it is a start. Right now, 100% of the trees in the Town will be covered. I understand it isn't the law you wanted, and I understand that you can be angry and unhappy about that. However, I think there's a difference between being angry and not being civil. Sometimes, I think it wasn't civil, and there is a difference. We certainly look at this as a starting point. This is the process, added Supervisor Elkind Eney. We've followed every law. This has been Page 382 of 386 Town Board November 15, 2023 the Town process forever. That doesn't mean the process can't change in the future, but we did follow the process. I think we've had more public hearings and more public input than ever. There are people who are mad at me now because they think this law is too restrictive. You are an incredible organizer, and I respect that too. Going forward, we may do something different. I think all of us have learned from this experience. Andy said, and I was told not to say this, but he said it: if we lose civility, we lose a lot more than a tree. We all have to think about expressing our opinions civilly. A little bit of civility was lost in this situation, and that is unfortunate. We can amend the law, but civility is important. Maybe this is the lesson we all need. Ms. Geer added that Supervisor Elkind Eney needed to address another point. Ms. Geer wanted to hear what she should tell the 400 people who signed the petition asking the Board not to vote at this point, but to revise the law further. Ms. Geer emphasized her belief in civic engagement and felt that she would have to go back and tell the petitioners that their efforts didn't work. The fact that the Board took the vote immediately following the comments suggested to her that when the Board says they are listening, they are not truly hearing the words. It seemed that the Town Board planned to vote regardless of what their residents said. Ms. Geer mentioned that she was not at one of the prior hearings and now has 400 people wanting to know why the vote happened and expressed her lack of understanding. Supervisor Elkind Eney further responded, so I can address that too. First of all, again, this was a start; it doesn't mean that this is the end of the road. That's first, okay. Second, and we discussed this, every time, we always vote on a law after the end of a public hearing. We did get comments, and many of them were the same comments. But at some point, we have to close the public hearing and vote. Supervisor Elkind Eney stated, we pass a law at the end of a public hearing. Jenny Geer asked why we had to do this tonight. Whether thirty people came or thirty more, laws are amended. If you say it is a start and will not go into effect for 15 months, when will we revise the law?We see how it works, and we will make changes. Ms. Geer then objected to the invocation about the "imaginary people", asking, "Where are they?" Councilwoman Fiddelman responded that there are people that called or wrote. Councilwoman Katz added, we can't keep a public hearing open indefinitely. The Town Board always votes after the public hearing. Jenny Geer suggested that the Town Board should have waited. Ms. Geer thought that the Town Board owed the public some time to educate them about this law that was just passed. Additionally, Ms. Geer mentioned that the Town Board needs to sell the idea that preserving trees is important. Supervisor Elkind Eney said the law limits the number of trees that you can cut down. The Supervisor reminded the audience and Ms. Geer that Andy Reinman was here and she spoken with him on several occasions. Karen Greenwald, who lives in the Town and is on the Tree Committee, spoke next. Ms. Greenwald stated that it was required that the Sustainability Collaborative be involved in this process. Ms. Greenwald suggested that, going forward, the Town Board should consider that. Ms. Greenwald also added that the Town needs to educate tree-trimming and removal companies, as well as real estate lawyers and salespeople, by sending them information so that they understand what they need to do. Ms. Greenwald emphasized the need to broaden the outreach. Supervisor Elkind Eney concluded by stating that she would ensure that landscapers would be notified via outreach, and that she would handle sharing the information with real estate lawyers and agents as well. BOARD OF FIRE COMMISSIONERS Page 383 of 386 Town Board November 15, 2023 1. Call to Order Commissioner Elkind Eney called the Meeting to order, then on motion of Commissioner Katz, and seconded by Commissioner Fiddelman, the Board of Fire Commissioners was unanimously declared open. Present were the following Members of the Commission: Commissioner: Jaine Elkind Eney Commissioner: Abby Katz Commissioner: Sabrina Fiddelman Commissioner: Jeffery L. King Commissioner: Robin Nichinsky 2. Fire Alarms Commissioner King read the Fire Report for the Month of October 2023, as follows: ALARM TYPE NUMBER Generals 46 Minors 26 Stills 1 Out of Town (Mutual Aid) 1 EMS 54 Drills 3 TOTAL 131 Total number of personnel responding: 819 Total time working: 52 hours and 30 minutes. See Attachment H. Carried 3. Fire Claims Moved by Commissioner King, seconded by Commissioner Fiddelman, it was RESOLVED that the Board of Fire Commissioners hereby approves the attached list of fire claims in the amount of$7,987. Carried 4. Authorization -Fire Department Capital Budget Amendment Moved by Commissioner Katz, seconded by Commissioner Fiddelman, it was RESOLVED that the Town Board hereby authorizes the Comptroller to make the necessary budget amendments, as presented. Carried 5. Appointment of Michael Houghtaling to Fire Lieutenant Moved by Commissioner Fiddelman,seconded by Commissioner Nichinsky, it was RESOLVED to appoint Michael Houghtaling to the position of Fire Lieutenant effective December 1,2023, at an annual salary of$118,857. Carried 6. Other Fire Department Business Page 384 of 386 Town Board November 15, 2023 There being no further business to come before the Fire Commission, on motion of Commissioner Katz, Seconded by Commissioner Fiddelman, the Commission unanimously adjourned and the Town Board reconvened. Carried AFFAIRS OF THE TOWN OF MAMARONECK 1. Set Public Hearing -2024 Preliminary Town Budget Moved by Councilwoman Fiddelman, seconded by Councilman King, it was RESOLVED that the Town Board does hereby set the date for a Public Hearing on the Town of Mamaroneck 2024 Preliminary Budget for December 6, 2023. Carried REPORTS OF MINUTES 1. Report of Minutes of September 20, 2023 Moved by Councilwoman Katz, seconded by Councilwoman Fiddelman, it was RESOLVED that the Town Board approved the Minutes of September 20, 2023. Carried REPORTS OF THE COUNCIL Councilwoman Katz • Reminisced about voting as a child, remembering going to vote with her parents and being the one to pull the lever • Missed the recent Larchmont Library meeting in order to attend a budget meeting with the Town Board. • Enjoyed attending the Veteran's Day event and noted there was a veteran in attendance that was 100 years old. It was great to see all of the veterans at the event and to be able to honor them. Councilwoman Fiddelman • Congratulated her fellow council members on winning their elections. • Attended the Veterans Day celebration at Mamaroneck High School, which was also wonderful. There were quite a few veterans in attendance. One gentleman described the difficulties he had in reintegrating into society when he returned home. He began writing short stories as part of a therapeutic process. He read a moving and powerful story to the assembled audience. • The next Larchmont-Mamaroneck Summit meeting will be on December 12th. It will be held in person at Westchester Jewish Center and George Latimer will speak about the County budget. • Wished a Happy Thanksgiving to everybody. Hoped everyone overeats and has a wonderful time with friends and family. Councilman King • I attended the Recreation Committee's monthly meeting last night. During the meeting PTA officials from the Hommocks Middle School presented requesting the use of the Town-owned fields behind the Hommocks during lunch time. Residents may not realize this, but those fields are closed to public use from mid-November to the beginning of April. This is typical of public land and parks throughout the East Coast, from Massachusetts down to Maryland. During the winter months, the grass is in its dormant stage, and although it may seem like there's no harm since the ground is frozen, it's actually the opposite. The Recreation Committee is considering allowing Page 385 of 386 Town Board November 15, 2023 usage on a limited basis during the winter months. • Lastly, I want to thank my son and his friends who came home and said they voted for me. Even though they're only 11 or 12 years old, their support means a lot. Councilwoman Nichinsky • Thanked the residents who volunteered and supported us during our re-election, not just during our campaign, but by also allowing us to put out lawn signs and encouraging other people to vote. Even running unopposed, as we witnessed this evening, both sides of the equation matter. The more involvement we have, whether in support or opposition, can only enhance our position as a community. So, I thank everyone for coming out to vote last week. TOWN CLERK'S REPORT The Town Clerk Allison May congratulated the Mamaroneck High School Women's Field Hockey team for winning States. Clerk May thanked everyone that voted for her and said how honored she is to serve a four-year-term as the Town Clerk. TOWN ATTORNEY'S REPORT Town Attorney William Maker Jr. wished everyone a very happy Thanksgiving, noting that it is his favorite holiday as there are no gifts and the holiday is not attributed to any religion or due to any particular person. Was hopeful that everyone would reflect upon the good things that have happened to them. ADJOURNMENT On motion of Councilwoman Fiddelman, seconded by Councilman King, the meeting was unanimously adjourned at 10:35 p.m. Carried REGULARLY SCHEDULED MEETING - December 6, 2023 Submitted by Allison May, Town Clerk Page 386 of 386