Msc · Webster Civic

Ax msc

COST SEGREGATION + TAX CREDITS & INCENTIVES MASTER SERVICE AGREEMENT

THIS MASTER SERVICE AGREEMENT (this “MSA”, or “Agreement”) is made this Wednesday, January 21, 2026 (the “Effective Date”), by and between Town of Webster (the “Town”) and MS Consultants, LLC (“MSC”, or “Contractor”) to provide certain services at the request of the Town in accordance with the terms hereof.

Recitals

The Town desires to engage Contractor to perform the Services (defined below) for Town on the terms and conditions, and subject to the rights of termination hereinafter set forth, and Contractor is willing to accept such engagement on such terms and conditions.

NOW, THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Engagement. The Town hereby engages Contractor as an independent contractor to provide the services described in all Statement of Work (“SOW”) attached hereto (the “Services”) to the Town as requested by the Town from time to time and Contractor does hereby accept and agree to such engagement. Contractor shall perform and complete all Services rendered on behalf of the Town in a professional and workmanlike manner, with diligence, and utilizing his or her best efforts.

2. Compensation. The Town shall pay Contractor, and Contractor agrees to accept from the Town as full compensation for the Services provided hereunder at the rates set forth in the SOW attached hereto and subject to terms and conditions of this MSA.

3. Responsibility for Personnel. All personnel supplied or used by Contractor shall be deemed Contractor’s employees or subcontractors and will not be considered employees, agents or subcontractors of the Town for any purpose. Contractor assumes full responsibility for the actions of all such personnel while performing services under this agrcement and for the payment of their compensation.

4. No Exclusivity. Nothing in this Agreement is intended to create any obligation on the part of the Town to make referrals for work similar to the Services to be performed by Contractor hereunder exclusively to Contractor, nor shall Contractor be prohibited from providing such services to other entities.

§. Confidential Information

a. Non-Disclosure of Confidential Information. It is understood that Contractor will receive, deal with and have access to Confidential Information of the Town and its affiliates, and that Contractor holds such Confidential Information in trust and confidence for the Town and its Affiliates. The Town agrees that Contractor shall not, during the course of this engagement or at any time thereafter, in any fashion, form or manner, directly or indirectly, retain, make copies of, divulge, disclose or communicate to any other party, in any manner whatsoever, except when necessary or required in the normal course of Contractor’s performance hereunder and for the exclusive benefit of the Town or with the express written consent of the Town, any of the Confidential Information of the Town or its affiliates or any information of any kind, nature or

Page |2

description whatsoever concerning any matters affecting or relating to the business of the Town and its affiliates.

b. Confidential Information Defined. For purposes of this Agreement, “Confidential Information” means and includes any information or materials and copies thereof: (i) which are considered to be proprietary to the Town or its affiliates, (ii) which the Town or its affiliates treat as confidential, (iii) which the Town or its affiliates are developing or have developed in whole or in part, or (iv} which Contractor may obtain knowledge of, or access to, during Contractor’s performance hereunder, including without limitation, any information related to the compensation paid to Contractor by the Town for services performed related to or in connection with this Agreement or any other agreements by and between the Town and Contractor, any software developed by or for the Town or its affiliates, the nature and results of the research and development activities of the Town or its affiliates and any other materials or information related to the business or activities of the Town or its affiliates which are not generally known to others engaged in similar business or activities. The Confidential Information is the property of the Town or its affiliates, as applicable, and shall at all times remain the sole and exclusive property of the Town or its affiliates, as applicable.

Contractor Representations and Warranties. Contractor represents and warrants that: (i) the Services will be performed in a commercially reasonable manner in accordance with the standards generally prevailing in the industry; (ii) neither this Agreement nor Contractor’s performance of its obligations hereunder will place Contractor in breach of any other contract or obligation and will not violate the rights of any third party; (iii) the work product, if any, shall not infringe or otherwise violate any third party’s copyright, trade secret, trade dress, patent or other intellectual property right whatsoever; and (iv) if Contractor is a corporation, limited liability company, partnership or other business entity, it represents and warrants that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization, that it has all necessary power and has received all necessary approvals to execute and deliver this Agreement and to perform all matters described hereunder and that the individual executing this Agreement on its behalf has been duly authorized to act for and to bind it to the terms of this Agreement.

Other Terms & Conditions

a. Services. It is understood and agreed that MSC services frequently include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of Town. In connection with its services, MSC shall be entitled to rely on all representations, decisions, and approvals of Town and its representatives and agents.

b. Payment Terms; Notice and Cure. MSC’s invoices are payable within thirty (30) days of receipt, subject to the Town’s applicable municipal approval and payment processes. If any invoice remains unpaid more than forty-five (45) days after receipt, MSC will provide written notice of nonpayment. If payment is not made within fifteen (15) days after such notice (the “Cure Period”), MSC may, upon written notice, suspend performance of Services until payment is received; provided, however, MSC will work with the Town in good faith to avoid interruption to critical project timelines. MSC may withhold final deliverables only to the extent the withholding relates to unpaid invoices for the Services to which such deliverables pertain.

c. Term. This Agreement shall terminate in accordance with its terms hereunder. If the Town terminates this engagement prior to the expiration of the term of this Agreement or any extension thereof, the Town shall be responsible to pay MSC for time and materials at a rate of $300.00 an hour for the services performed, expenses, and fees of any outside contractors or CPAs incurred through the effective date of termination regardless of the terms under the SOW.

Notwithstanding the above, the Town shall pay the full amount of fees due under this Agreement and related SOW if MSC has delivered MSC’s quantitative analysis, calculations, calculation

Page | 3

workpapers, or any forms for filing with the Internal Revenue Service (“IRS”) to Client. Furthermore, if the Town terminates MSC’s services, the Town shall pay to MSC the outstanding fees and expenses incurred within seven (7) days of the effective date of termination. These Terms and Conditions survive the termination of this Agreement.

Limitation of Liability and Damages. The Town agrees that MSC and its personnel shall not be liable to Town or any related parties for any claims, liabilities, or expenses relating to this engagement for an aggregate amount in excess of the fees paid to MSC by Town. In no event shall MSC or its personnel be liable for consequential, special, indirect, incidental, punitive, or exemplary losses or damages relating to this Agreement. MSC shall not be liable for any intentional or unintentional misuse by Town of MSC’s work product, services, or deliverables. This limitation on liability provision shall apply to the fullest extent of the law, whether in contract, statute, tort, or otherwise.

Force Majeure. Neither Party shall be liable for a failure or delay in the performance of its obligations under this Agreement due to acts of God, war, governmental action, power or connectivity interruptions, riots, terrorism, weather events, or other causes beyond the reasonable control of such Party, until a time when such event or condition no longer prevents performance of such obligations,

Third Parties and Internal Use. Except as otherwise agreed, all services hereunder shall be solely for Town’s interna! purposes and use, and this engagement does not create privity between MSC and any person or party other than Town. This engagement is not intended for the express or implied benefit of any third party. No third party is entitled to rely, in any manner or for any purpose, on the advice, opinions, reports, or other services of MSC.

Information and Data; Reliance and Cooperation. MSC shall be entitled to rely, without independent verification, on the accuracy and completeness of all representations, assumptions, information, and data provided by the Town and its representatives. The Town is responsible for the completeness and accuracy of information and documents it provides and for timely cooperation and responses to MSC’s reasonable requests. To the extent MSC’s Services, deliverables, or conclusions are materially affected by information that is inaccurate, incomplete, or not provided in a timely manner, MSC shall have no obligation to revise any deliverables except pursuant to a mutually agreed change in scope or additional services under a Statement of Work, and the Town shall remain responsible for fees for Services performed and expenses incurred through the date MSC becomes aware of such inaccuracy, incompleteness, or delay. If MSC incurs reasonable additional time or costs due to materially inaccurate or incomplete information provided by the Town, MSC will notify the Town and, upon the Town’s written approval, MSC may perform additional services at its standard hourly rates or under an amended SOW,

Expenses. The Town shall reimburse MSC for all out-of-pocket expenses related to Services performed pursuant to this Agreement including but not limited to expenses for travel and postage. In addition, in the event that Town is involved in a State and/or Federal audit, Town shall be responsible to reimburse MSC for all reasonable and ordinary out-of-pocket expenses incurred by MSC during the audit process. Note: MSC will inform Town before any such expenses are incurred to request prior approval.

Based on Current Tax Laws. The Town's understanding that any tax assistance provided pursuant hereto will be based upon the law, regulations, cases, rulings and other tax authority in effect at the time specific tax assistance is provided. If there are subsequent changes in or to the foregoing tax authorities (for which MSC shall have no specific responsibility to advise you), Town acknowledges that such changes may result in that tax assistance being rendered invalid or necessitate (upon Town's request) a reconsideration of that prior tax assistance.

Subject to Review. The Town understands and agrees that the results of MSC’s tax assistance

Page | 4

may be audited and challenged by the IRS and/or other tax authorities, who may not agree with MSC’s analysis. We believe that any claim for refund will receive substantive review from the IRS, In this regard, Town understands that the result of any tax assistance is not binding on the IRS, or other tax authorities or the courts and should never be considered a representation, warranty, ot guarantee that the IRS or the courts will concur with our advice or opinion. Upon Town’s request, MSC will assist Town with the audit or challenge by providing supporting opinions and documentation based on MSC’s research. MSC’s ability to provide such assistance is limited to Town’s inclusion of MSC in a timely manner. Please include us as soon as possible in the unlikely event of an exam. If it is determined that the documentation, representations, or other factual information provided by Town are false or if Town fails to cooperate with MSC by not providing information or documentation in a reasonable time period, the above agreement may be deemed to be null and void at MSC’s sole discretion.

Document Retention. MSC will maintain the documents received from Town for a period of three (3) years from the effective date of this Agreement. If municipal records retention requirements obligate MSC to retain records longer than three (3) years, Town must inform MSC of this obligation in writing and MSC will use its best efforts to satisfy Town’s record retention requirements. The Town must maintain these files for at least the period that such tax years remain subject to audit by the Internal Revenue Service.

No implementation. MSC’s Services do not include preparation of tax retums, Forms 7200, or any other return filing services, MSC’s Services are for consulting, research, and documentation purposes only. Town shall use best efforts to comply with MSC’s instructions for completing and filing tax forms, including meeting deadlines to file any tax forms.

. No Partnership or Joint Venture. This Agreement does not create any agency, partnership, or

other business relationship between the parties.

No Waiver. A Party's failure to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

Non-Solicitation of Employees. During the term of this Agreement and for one (1) year thereafter, the Town agrees that it will not knowingly solicit for employment any employee of MSC who was materially involved in providing Services under this Agreement, provided that this provision shall not restrict: (i) general solicitations not directed specifically at MSC employees (including postings on the Town’s website or public job boards), (ii) any hiring required by law or civil service rules, or (iii) any hiring that occurs through a competitive procurement or public process. The parties acknowledge that any violation of this section may cause harm; however, no liquidated damages or penalty is intended or agreed, and any remedy shall be limited to those available under applicable law.

Governing Law and Choice of Venue. These terms, and the Agreement to which these terms are appended, including any exhibits, shall be governed, constructed, interpreted, and enforced under the laws of the State of New York without reference to conflicts of law principles of any jurisdiction. Venue shall be exclusively in the state and federal courts of Monroe County, Rochester, New York.

Attorneys’ Fees and Costs. If any action at law or in equity is necessary to enforce or interpret any of the rights or obligations under this MSA and all related SOW, the prevailing party shail be entitled to recover reasonable attorneys’ fees, costs, and other expenses incurred in enforcing or interpreting this MSA and all related SOW, in addition to any other relief to which it may be entitled.

Entire Agreement; Severability. This MSA and all related SOW contain the entire agreement and understanding between the parties relating to the subject matter hereof, and supersede all

other prior agreements and understandings, both written and oral, between the parties with respect to such subject matter. In the event of an inconsistency or conflict among this MSA and related SOW, this MSA shall be controlling. If any provision is determined to be unenforceable or invalid by applicable law or court decision, then such enforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law or court decision.

Dispute Resolution; Good-Faith Negotiation; Optional Mediation/Arbitration. The parties will attempt in good faith to resolve any dispute arising under this Agreement through informal discussions between authorized representatives. If the dispute is not resolved within thirty (30) days after written notice of the dispute, either party may request non-binding mediation. Any mediation will occur in Monroe County, New York (or remotely by agreement) using a mediator mutually selected by the parties, and the parties will share mediator fees equally. Arbitration shall be voluntary and only by mutual written agreement of the parties after a dispute arises. If the parties mutually agree to arbitrate, arbitration will be conducted in Monroe County, New York before a single arbitrator, in accordance with the then-current mules of the American Arbitration Association.

Certain Claims By Either Party. Notwithstanding anything herein to the contrary and to the extent permitted under New York law, either party may bring an action in any state or federal court of Monroe County, Rochester, New York having jurisdiction and without first submitting such action to arbitration for monies owed or in aid of enforcing the parties’ obligations to arbitrate under section 7.t. above.

Third-Party Service Providers. From time to time and in our sole discretion without separate notice to you, we may engage third-party service providers (including those located outside the United States} to assist us in providing services to you pursuant to this agreement. In such cases, we are solely responsible for the performance of any such third-party providers and their compliance with applicable laws and regulations and remain committed to maintaining the confidentiality and security of your information.

**e ee HK

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date and the terms of this agreement shall remain in effect for FIVE (5) years from the effective date of this agreement, January 21, 2026, or as extended upon subsequent written agreement between the parties.

For Town For Contractor | By: By: So | Name: Name: - Title: — Title: Page | 5

Statement Of Work #1

PHASE 1 — ITC Eligibility, System Boundary Analysis & IRS Pre-Filing Registration

This Statement of Work (“SOW”) by and between Town of Webster, a municipal corporation organized under the laws of the State of New York (the “Town”) and MS Consultants, LLC (“MSC”, or “Contractor”) is entered into as of the later of the two signature dates below (“Effective Date’) in connection with a Master Service Agreement (“MSA”) between the parties dated January 13, 2026. All terms used, but not defined, herein shall have the meanings set forth in the MSA.

Description of the Service(s) and Fees

Contractor will provide the following services pursuant to this SOW:

Scope of Services

MSC will confirm that Webster’s WRRF biogas and RNG improvements qualify as §48 energy property and determine the components that may be included in ITC basis. As part of preparing the ITC analysis and registration, MSC may also do the following (“Services”):

® Define the energy property system boundary across digester systems, HSOW building, gas cleanup equipment, structural/mechanical components, and interconnection assets,

e Review construction timing to confirm the beginning-of-construction requirement under §48(c)(7)}; e Evaluate whether the project qualifies as a single project under Notice 2018-59; e Complete IRS Pre-Filing Registration for each energy property; and

e Draft project descriptions and supporting documentation for registration uploads.

Fees

The Town shall compensate MSC for its Services at its standard rates, not to exceed the mutually agreed fixed price between $18,000 and $22,500. Our estimate is between 60 and 75 hours. MSC will bill monthly as hours are

incurred, * * * k *

IN WITNESS WHEREOF, the parties have executed this SOW to be effective as of the latter of the Effective Date.

For Town For Contractor By

By: Name: Name: Title: Title: Page | 6

Statement Of Work #2

PHASE 2 — ITC Grant Review, Cost Basis Development, 80/20 Rule Validation & Credit Computation Package

This Statement of Work (“SOW”) by and between Town of Webster, a municipal corporation organized under the laws of the State of New York (the “Town”) and MS Consultants, LLC (“MSC”, or Contractor’) is entered into as of the later of the two signature dates below (“Effective Date”) in connection with a Master Service Agreement (“MSA”) between the parties dated January 13, 2026. All terms used, but not defined, herein shall have the meanings set forth in the MSA.

Description of the Service(s) and Fees

Contractor will provide the following services pursuant to this SOW:

Scope of Services

MSC will build a defensible ITC basis schedule using Webster’s actual capital project cost detail, and compute the §48 credit. As part of preparing the ITC basis and review, MSC may also do the following (“Services”):

e Analyze ARPA funds, WEDA grants, and tax-exempt financing for required basis reductions;

® Compile all project costs from Navitas, engineering teams, equipment vendors, and subcontractors;

e Identify all integral energy-property components versus non-qualifying WRRF infrastructure;

e Apply required basis reductions associated with grants or tax-exempt funding;

@ Prepare MSC’s detailed ITC basis schedules and credit computation workbook;

e Conduct internal technical reviews and cross-validation with engineering documents;

e Apply the 80/20 Rule to retrofitted digesters to determine “original use” qualification; and

@ Develop ITC basis schedules using actual project costs incurred to date, together with final cost data as such information becomes available and update such schedules on an iterative basis as construction progresses,

Fees

The Town shall compensate MSC for its Services at its standard rates, not to exceed the mutually agreed fixed price between $30,000 and $39,000. Our estimate is between 160 and 130 hours. MSC will bill monthly as hours are incurred.

oe + & &

IN WITNESS WHEREOF, the parties have executed this SOW to be effective as of the latter of the Effective Date.

For Town For Contractor By

By: Name: Name: Title: Title: Page | 8

Statement Of Work #3

PHASE 3 — Findings Memorandum & §6417 Direct-Pay Election Preparation

This Statement of Work (“SOW”) by and between Town of Webster, a municipal corporation organized under the laws of the State of New York (the “Town”) and MS Consultants, LLC (“MSC”, or “Contractor”) is entered into as of the later of the two signature dates below (“Effective Date”) in connection with a Master Service Agreement (“MSA”) between the parties dated January 13, 2026, All terms used, but not defined, herein shall have the meanings set forth in the MSA.

Description of the Service(s) and Fees

Contractor will provide the following services pursuant to this SOW:

Scope of Services

MSC will support all procedural steps for §48 ITC monetization through §6417 direct pay. As part of preparing the TTC memorandum and workpapers, MSC may also do the following (“Services”):

e Deliver a written Phase 1 and Phase 2 findings memorandum

e@ Prepare workpapers for Form 3468 (Investment Credit) and Form 3800 (General Business Credit); e Advise on timing and preparation of the Form 990-T filing for the credit year;

® Draft and validate §6417 election language; and

e Provide a placed-in-service year compliance checklist.

Fees The Town shall compensate MSC for its Services at its standard rates, not to exceed the mutually agreed fixed price

between $21,000 and $27,000, Our estimate is between 70 and 90 hours. MSC will bill monthly as hours are incurred.

x *¢ ee he

IN WITNESS WHEREOF, the parties have executed this SOW to be effective as of the latter of the Effective Date.

For Town For Contractor By

By: Name: Name: Title: Title: Page | 9

Statement Of Work #4

PHASE 4 — Final Filing, Commissioning Review & IRS Defense File

This Statement of Work (“SOW”) by and between Town of Webster, a municipal corporation organized under the laws of the State of New York (the “Town”) and MS Consultants, LLC (“MSC”, or “Contractor”) is entered into as of the later of the two signature dates below (“Effective Date”) in connection with a Master Service Agreement (“MSA”) between the parties dated January 13, 2026. All terms used, but not defined, herein shall have the meanings set forth in the MSA.

Description of the Service(s) and Fees Contractor will provide the following services pursuant to this SOW: Scope of Services

MSC will finalize all ITC documentation and prepare a complete audit-ready file for IRS review. As part of preparing the ITC documentation, MSC may also do the following (“Services”):

e Review commissioning documents, methane concentration testing, and operational readiness, e@ Validate placed-in-service dates for all energy-property components; ® Prepare and finalize Forms 3468, 3800, and 990-T for the credit year:

e Assemble the full IRS Defense File, including: o 80/20 analysis Construction-begin documentation Basis schedules Funding/basis-reduction analysis System engineering diagrams RNG productive-use and methane qualification support

oo0oc 00

e Provide a final findings and conclusions report.

Fees

The Town shall compensate MSC for its Services at its standard rates, not to exceed the mutually agreed fixed price between $27,000 and $33,000. Our estimate is between 90 and 110 hours. MSC will bill monthly as hours are incurred.

In the unlikely event that the Internal Revenue Service (“IRS”) selects the Town’s §48 Investment Tax Credit or §6417 Direct Pay claim for examination or review, MSC wiil provide support during the IRS examination phase at no additional cost to the Town. Examination support includes responding to IRS notices and information requests, preparing written responses, assembling supporting documentation, and interfacing with the IRS examination team on the Town’s behalf.

If a matter proceeds beyond the examination stage to an administrative appeal before the IRS Independent Office of Appeals, MSC will provide appeals support at its standard hourly rates in effect at the time such services are rendered, generally ranging from approximately $275 to $375 per hour. Prior to initiating any appeals work, MSC will discuss with the Town the merits of the appeal, the likelihood of success, an estimated range of hours, and anticipated costs, and will proceed only upon the Town’s authorization.

In the extremely unlikely event that a matter cannot be resolved at the administrative appeals level and litigation becomes necessary, MSC will recommend qualified tax litigation counsel! and will provide up to fifty (50) hours of litigation support to such counsel at no additional cost to the Town. If additional support is requested beyond this threshold, MSC and the Town will discuss whether such additional services will be provided at reduced rates, waived in whole or in part, or billed at standard hourly rates, as mutually agreed.

“ee # ©

IN WITNESS WHEREOF, the parties have executed this SOW to be effective as of the latter of the Effective Date.

[

| For Town For Contractor | By: By: = Name: Name: — Title; Title: _ Page | 1}

SS be ete eae

;

End of document