Amendment

RESOLUTION NO. OF 2024 OF THE TOWN BOARD OF THE TOWN OF WEBSTER AUTHORIZING THE SUPERVISOR TO EXECUTE AN AMENDMENT TO THE ENERGY PERFORMANCE CONTRACT WITH NAVITAS LLC FOR IMPROVEMENTS TO THE TOWN WATER POLLUTION CONTROL FACILTIES

At a regular meeting of the Webster Town Board of the Town of Webster, Monroe County, New York, held at the Town Board Meeting Room, 1002 Ridge Road, Webster, New York on the 21st day of March 2024 at 7:30 p.m., there were present:

Supervisor Thomas J. Flaherty Councilman John J. Cahill Councilwoman Ginny L. Nguyen Councilwoman Jennifer 8. Wright

The following Resolution was offered by and moved its adoption:

WHEREAS, on June 15, 2023, by Resolution #209 of 2023, the Town Board of the Town of Webster authorized the Town Supervisor to enter into an agreement with Navitas, LLC to implement an energy performance contract in the amount of Forty Million Two Hundred Twenty-Five Thousand One Hundred Forty-Seven Thousand Dollars ($40,225,147.00) which is compliant with Article 9 of the New York State Energy Law; and

WHEREAS, on November 16, 2023, by Resolution #398 of 2023, the Town Board of the Town of Webster authorized the Town Supervisor to execute an amendment to that original energy performance contract with Navitas, LLC by adding to it an additional amount of Twenty Million Six Hundred Ninety- five Thousand Seven Hundred ($20,695,700.00), both which amounts were included and anticipated as part of and in the Bond Resolution approved by the Town Board by Resolution No. 264 of 2023 on July 27, 2023; which is compliant with Article 9 of the New York State Energy Law, and resulting then in a total cost of $60,920,847.00; and

WHEREAS, the additional cost for such amendment and services to be rendered and materials to be purchased of Twenty Million Six Hundred Ninety-five Thousand Seven Hundred ($20,695,700.00), was included and anticipated as part of and in the Bond Resolution approved by the Town Board by Resolution No. 264 of 2023 on July 27, 2023; and

WHEREAS, the Town and Navitas had entered into a contract for materials and services to implement an innovative energy focused design for the Town’s Wastewater Treatment Facility upgrade; and

WHEREAS, the Town Board, by Resolution #398 of 2023 (November 16, 2023) authorized the Supervisor to execute an agreement amending the original contract (First Amendment), which amendment cost a total of Twenty Million Six Hundred Ninety-five Thousand Seven Hundred ($20,695,700.00), in addition to the original Forty Million Two Hundred Twenty-Five Thousand One Hundred Forty-Seven Thousand Dollars ($40,225,147.00) approved on June 15, 2023 by Resolution #209 of 2023, which previously approved costs were, and additional costs, are, deemed necessary to

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upgrade and renew the Town’s Facilities in full compliance with Article 9 of New York State Energy Law, for a total cost at that time of $60,920,847.00; and

WHEREAS, as the Town of Webster Sewer Department has further reviewed the scope of the work to be done by Navitas, and the costs thereof, and both the Town representatives and Navitas agree that further additions to the original scope of work and materials as approved in the June contract required an amendment to that prior contract for such work and materials, as well as a modified construction schedule with relative changes to the costs of the construction, which amendment documents are attached hereto as “Town of Webster Water Resources Recovery Facility Project - Amendment #2” and a “CONSTRUCTION SITE LAYOUT — PLAN” dated 09/12/23, and referred to as EX-1, both of which supersede (and/or add to) the respective Exhibits attached to the previous (June 2023) Agreement and (November 2023) First Amendment; and

WHEREAS, the Town and Navitas have agreed to amend the Agreement and First Amendment previously entered into, which Second Amendment is deemed necessary and appropriate by the Town and Navitas, and which cost(s) was/were fiscally anticipated by the Town Board as part of and in the Bond Resolution approved by the Town Board by Resolution No. 264 of 2023 on

July 27, 2023:

NOW THEREFORE, in consideration of the foregoing, be it RESOLVED:

1. That the Town Board of the Town of Webster authorizes and directs the Town Supervisor to execute on behalf of the Town an amendment to the original agreement and to the First Amendment (approved by Resolution #398 of 2023) with Navitas, LLC which resulted in a total cost of $60,920,847.00, a Second Amendment which amendment will change, as being necessary, certain work, scheduling of work, and materials to be purchased and received to continue implementing energy performance compliant with Article 9 of the New York State Energy Law which original contract, this Amendment and Exhibits thereto are on file with the Town Clerk.

2. The cost of the services and materials affected by this Second Amendment is expected to be One Million Fifty-eight Thousand Two Hundred ($1,058,200.00), for a total cost now of Sixty-One Million, Nine Hundred Seventy-Nine Thousand, Forty-Seven Dollars ($61,979,047.00).

[Amendment to be filed in the Town Clerk’s Office] Seconded by seconded by and duly put to a vote, which resulted as follows:

VOTE ON MOTION:

Supervisor Thomas J. Flaherty AYE/NAY Councilwoman Patricia T. Cataldi ABSENT

Councilman John J. Cahill AYE/NAY Councilwoman Ginny L. Nguyen AYE/NAY Councilwoman Jennifer S. Wright AYE/NAY

MOTION CARRIED/DENIED Enter: March 21, 2024

DOROTHY M. MAGUIRE Town Clerk, Town of Webster

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