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WHEREAS, pursuant to Article IX of the New York State Constitution, New York Municipal Home Rule § 10, and Section 115-62F(2)(H) of the Town’s Zoning Code, the Town has the authority to engage professional consultants, including legal counsel and engineering firms (the “Firms”), to assist in the review of the application at the Applicant’s expense; and WHEREAS, the Town has determined that it requires the assistance of a land use attorney and an engineering consultant to adequately review the application, ensure compliance with local laws, and fulfill its obligations under SEQRA as Lead Agency; and WHEREAS, Applicant has agreed to enter into this Escrow Agreement to reimburse the Town for its reasonable and necessary out of-pocket expenses incurred in connection with the review of the Project. NOW, THEREFORE, in consideration of the mutual promises contained herein, the Town and Applicant agree as follows: 1. The Applicant shall reimburse all of the Town’s reasonable and necessary legal, engineering, and consultation fees, costs, and expenses incurred in connection with the review of the Project. This includes all services required to process the application, review the project for compliance with the Town’s Zoning code and Battery Energy Storage Systems Law (Local Law No. 2 of 2021), and complete the SEQRA process. Applicant shall not be required to reimburse the Town for any legal fees associated with litigation arising in connection with the Town’s review process. 2. The Applicant shall reimburse all of the Town’s reasonable administrative expenses, including but not limited to publication fees, paper and printing costs, collation and binding costs, transcription costs, etc., incurred in connection with the review of the Project, upon the Town having given fifteen (15) days’ notice and opportunity to the Applicant to remedy the reason for which such administrative expense is to be incurred, if the ability to remedy is applicable. Nothing herein shall be construed to exempt the Applicant from the submission of a complete application which is complied, collated, tabbed, bound, and in a format easily reviewed by the Town’s Officials, experts, and consultants. 3. The Town shall designate its consultants and provide the Applicant with a copy of any retainer agreement or engagement letter, at the Applicant’s request. The Town has retained DiMATTEO ROACH & KELLY, ATTORNEYS AT LAW as legal counsel and the consulting engineer. Applicant agrees that these firms possess the technical capabilities to provide the necessary services. 4. The Town may retain additional experts as necessary, upon advance written notice to Applicant. The notice shall specify the Firm or Firms which the Town wishes to retain, the Firm or Firms’ expertise, and the Firm or Firms’ billing rates. Applicant shall have fifteen (15) days after the receipt of such notice to advise the Town in writing of any objection to the retention of the additional Firm or Firms. If Applicant raises an objection, the parties agree to meet to discuss a resolution within ten (10) days of the Town’s receipt of the notice of objection. 5. Within ten (10) business days of execution of this Agreement, Applicant shall deposit the sum of thirty-five thousand dollars ($35,000.00) with the Town Clerk, to be held in an interest-bearing escrow account maintained by the Town (the “Fee Escrow Account”), with interest accruing to the Applicant’s benefit. These funds shall be used exclusively to pay the Town’s legal, engineering, and consultant fees incurred in connection with the review of the Project. 6. Invoices for engineering services, legal services, and administrative expenses will be submitted to the Town Board, which will review the invoices on a monthly basis. Upon approval by the Town Board, the Town Clerk will thereafter be directed to disburse funds from the Fee Escrow Account to pay the invoices. Copies of all invoices shall be provided prior to approval by the Town Board to Applicant through Applicant’s designated attorney(s), except for any privileged portions of legal billings. Applicant shall have the right to review all invoices submitted by the Town’s consultants, subject to the Town’s right to redact any privileged, attorney-client, proprietary, or otherwise confidential materials, and shall notify the Town of any objections to the same within fifteen (15) days of receipt of the subject invoices from the Town. If Applicant raises an objection, the parties agree to meet to discuss a resolution within ten (10) days of the Town’s receipt of the notice of objection. 7. The Town shall provide monthly Fee Escrow Account Statements to Applicant, together with an itemized accounting of monies disbursed from the Fee Escrow Account, if applicable. In no event shall Applicant allow the balance of the Fee Escrow Account to fall below the sum of fifteen thousand dollars ($15,000.00). In the event that such balance falls below fifteen thousand dollars ($15,000.00), the Town shall immediately notify Applicant in writing of the amount of the deficiency, and Applicant shall replenish the balance of the Fee Escrow Account to a minimum of $20,000.00 within fifteen (15) days of receipt of the Town’s notice.