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Jeanne Viger From: Brigid M. Maloney <[email protected]> Sent: Friday, March 20, 2026 10:55 AM To: Jeanne Viger Subject: MuniciPay Contract Attachments: TOA MuniciPay Contract.pdf Jeanne, The agreement contains a number of terms that are unfavorable to the Town. Below are only a few of them which | have identified as being the most material, and must be addressed before the Town can sign: Contract Section Recommendation Personal Guarantee Section Delete this section-—DO NOT SIGN. As a municipality, the Town’s obligations (pg. 2) . are backed by its taxing authority, making a personal guarantee unnecessary. Unilateral Fee The Town cannot allow unilateral unbudgeted, unapproved price changes by the Changes/Amendments vendor. Please either delete this section or change the notice requirement to 30 (Section 33 & 36) days, plus add the Town’s right to terminate without penalty in the event of a price increase. Termination (Section 31) JAdd mutual termination rights notice requirements for the benefit of the Town; also allow the Town to cure any breach, and eliminate or cap the termination fee. One-Sided Indemnification Make mutual or delete. (Section 26) Governing Law/Venue (Section | Change to New York law, Erie County venue 39) Broad Security Interest Limit to settlement and reserve accounts only. Delete reference to Town’s (Section 27) deposit accounts. One-Sided Attorney's Fees Make mutual or change attorneys’ fees clause to award attorneys fees (Section 38) prevailing-party in the event of litigation. Assignment (Section 30) Require notice to Town priorto assignment and add language allowing Town to terminate on objectionable assignment. Should you have any questions, please let me know, Brigid Brigid M. Maloney Partner