City Council

AGENDA – MEETING OF THE COUNCIL OF THE CITY OF NORWICH September 16, 2013 7:30 PM PRAYER PLEDGE OF ALLEGIANCE PROCLAMATIONS AND SPECIAL OBSERVANCES 1. Greeneville Neighborhood Revitalization Zone. 2. Lazizah’s Bake Shop. PUBLIC HEARINGS 1. AN ORDINANCE INCREASING THE FUNDING FOR EMPLOYEE SALARIES AND FRINGE BENEFITS FOR THE DEPARTMENT OF HUMAN SERVICES DURING FISCAL YEAR 2013-2014 BY APPROPRIATING FUNDS FROM THE CONTINGENCY ACCOUNT SECOND READING AND ACTION ON THE PROPOSED ORDINANCES LISTED ABOVE FOR MONDAY OCTOBER 7, 2013. PETITIONS AND COMMUNICATIONS 1. Communication from the Norwich Registrar of Voters asking permission to divide voting Precinct 5 into two polling locations beginning with the 2014 elections (written and oral). CITY MANAGER’S REPORT OLD BUSINESS RESOLUTIONS CITIZENS COMMENT ON RESOLUTIONS NEW BUSINESS-RESOLUTIONS 1. Relative to the City’s contribution to Otis Library for their space reorganization project. 2. Relative to authorizing City Manager, Alan H. Bergren to enter into a Commercial Property Assessed Clean Energy (“C-Pace”) Agreement. 3. Relative to appointing City Manager, Alan H. Bergren, veterans service contact person and requiring he advise the Council of the City of Norwich on the establishment of a regional veteran’s advisory committee. 4. Relative to approval of an agreement between the City of Norwich and Municipal Employees Union Independent. NEW BUSINESS-ORDINANCES EXECUTIVE SESSION- Strategy with respect to union contract negotiations. City Clerk  PROCLAMATION #1 City Of Norwich Mayors Office Peter Albert Nystrom, Mayor PROCLAMATION WHEREAS, on April 17, 2000 the Norwich City Council passed a resolution creating the Greeneville Neighborhood Revitalization Zone; and WHEREAS, members of the Greeneville Neighborhood Revitalization Zone contribute greatly to the economic vitality, neighborhood revitalization, culture, and the social fabric of Greeneville and the City of Norwich; and WHEREAS, Greeneville Neighborhood Revitalization Zone has been an active committee keeping the Greeneville section friendly for families and small businesses and has helped transform themselves into a neighborhood of opportunity; and WHEREAS, the Greeneville Neighborhood Revitalization Zone will hold its annual Spirit of Greeneville Celebration Day, acknowledging their neighborhood and the diversity in our city; and WHEREAS, Spirit of Greeneville Day is a celebration of the spirit of a beloved community and a show of pride in the neighborhood they live in, a day to share their pride with the City of Norwich; and WHEREAS, as part of its commitment to the economic development of Norwich, the Mayors office and the Norwich City Council is proud to recognize the prominent place in our community held by the Greeneville Neighborhood Revitalization Zone. NOW THEREFORE, I, MAYOR PETER ALBERT NYSTROM AND NORWICH CITY COUNCIL PRESIDENT PRO TEM, PETE DESAULNIERS, ON BEHALF OF THE NORWICH CITY COUNCIL AND THE CITIZENS OF THE CITY OF NORWICH, do hereby thank the members of the Greeneville Neighborhood Revitalization Zone for their work on behalf of the City of Norwich and all of our residents and encourages all citizens to join in saluting their efforts and attend the Spirit of Greeneville Celebration Day. Dated this Sixteenth of September, 2013 Peter Albert Nystrom Pete Desaulniers Mayor President Pro Tem  PROCLAMATION #2 City Of Norwich Mayors Office Peter Albert Nystrom, Mayor PROCLAMATION WHEREAS, The September issue of Connecticut Magazine contains the coveted “Best of Connecticut” list for 2013, the compilation by Connecticut Magazine editors of all the best things we love and want to share and to eat in Connecticut; and WHEREAS, in the “Dining Out ETC.” category is Middle Eastern Nosh, the restaurant they chose was Norwich’s own Lazizah Bake Shop in the Village of Yantic; and WHEREAS, Lazizah Bake Shop was born from a background of rich Mediterranean culture that produces ample, sumptuous and natural foods creating an inviting atmosphere with aromas that entice all to enter and enjoy; and WHEREAS, Lazizah Bake Shop owners Bassem Salahi and Iffat Salahi have created an outdoor area for their customers as part of their Excellence in Service Campaign giving the customer a quiet and peaceful place to sit beside the Yantic River; and WHEREAS, Lazizah Bake Shop is the “Village Bakery with International Taste”, “with some of the best food I’ve ever eaten” and “all who enter are welcomed with a true warmth” is a small part of their online restaurant reviews; and WHEREAS, as part of its commitment to the economic development of Norwich, the Mayors office and the Norwich City Council welcomes businesses to Norwich and congratulates Bassem Salahi and Iffat Salahi of Lazizah Bake Shop, thanks them for a job well done and recognition well earned. NOW THEREFORE, I, MAYOR PETER ALBERT NYSTROM AND NORWICH CITY COUNCIL PRESIDENT PRO TEM, PETE DESAULNIERS, ON BEHALF OF THE NORWICH CITY COUNCIL AND THE CITIZENS OF THE CITY OF NORWICH, do hereby thank Lazizah Bake Shop owners Bassem Salahi and Iffat Salahi for their hard work and dedication to the Village of Yantic and the City of Norwich and congratulate them on recognition well deserved. Dated this Sixteenth of September, 2013 Peter Albert Nystrom Pete Desaulniers Mayor President Pro Tem  PUBLIC HEARING #1 AN ORDINANCE INCREASING THE FUNDING FOR EMPLOYEE SALARIES AND FRINGE BENEFITS FOR THE DEPARTMENT OF HUMAN SERVICES DURING FISCAL YEAR 2013­ 2014 BY APPROPRIATING FUNDS FROM THE CONTINGENCY ACCOUNT WHEREAS, two existing positions at Norwich Department of Human Services, a caseworker position and an accounting clerk position, are funded for only part of fiscal year 2013‐2014 in anticipation the positions would be eliminated; and WHEREAS, funding both positions for the full fiscal year would require an increase to line item 01033‐80012 Salaries of $42,566, and an increase to line item 01033‐89999 Fringe Benefits of $20,618, a total of $63,184; and WHEREAS, there are funds in the Contingency Account, line item 01090‐80086 which can be appropriated for this purpose; and WHEREAS, the Council of the City of Norwich finds that community needs require a staffing level at the Department of Human Services retaining both positions for the full fiscal year. NOW THEREFORE BE IT ORDAINED BY THE COUNCIL OF THE CITY OF NORWICH that the appropriation for salaries for employees for the Department of Human Services, adopted at line item 01033‐80012, be increased by $42,566 for fiscal year 2013‐2014, and that the appropriation for fringe benefits for employees of the Department of Human Services, line item 01033‐89999 be increased by $20,618 for fiscal year 2013‐2014. Funds for this increase during fiscal year 2013‐2014 in the sum of $63,184 shall be taken from the Contingency Account No. 01090‐80086. Alderman Peter Desaulniers Alderman Mark Bettencourt Purpose: To take $63,184 from the Contingency Account to pay for salaries and fringe benefits to maintain a caseworker’s position and an accounting clerk’s position in the Department of Human Services for the full 2013‐2014 fiscal year, said sum being in addition to sums budgeted in these accounts.  RESOLUTION #1 WHEREAS, the Otis Library conducted a series of focus groups, staff and committee meetings, and training activities to determine the best way to serve the evolving needs of its patrons; and WHEREAS, Otis Library’s research resulted in a number of actionable conclusions, including a plan to better utilize its space and implement the “One Desk Model” for high-volume services; and WHEREAS, the Otis Library estimates that the physical changes and additional equipment needed to execute this plan will cost $65,550; and WHEREAS, the Otis Library has raised $55,550 for this purposes from various sources, including the State of Connecticut Bonding Commission and donations. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF NORWICH, that $10,000 from the 2013-14 Capital Budget Contingency Account 10214-88000 be and hereby is appropriated as a contribution to the Otis Library for the purpose of implementing the planned “One Desk Model” and space reorganization at the Otis Library. Mayor Peter Albert Nystrom City Manager Alan H. Bergren Alderman H. Tucker Braddock Jr.  RESOLUTION #2 WHEREAS, Section 157 of Public Act No. 12‐2 of the June 12, 2012 Special Session of the Connecticut General Assembly (the “Act”) established a program, known as the Commercial Property Assessed Clean Energy (C‐ PACE) program, to facilitate loan financing for clean energy improvements to commercial properties by utilizing a state or local assessment mechanism to provide security for repayment of the loans; and WHEREAS, the Act authorizes the Clean Energy Finance and Investment Authority (the “Authority”), a public instrumentality and political subdivision of the State charged with the implementing the C‐PACE program on behalf of the State, to enter into a written agreement with participating municipalities pursuant to which the municipality may agree to assess, collect, remit and assign, benefit assessments to the Authority in return for energy improvements for benefited property owners within the municipality and for costs reasonably incurred by the municipality in performing such duties; and WHEREAS, the Commercial Property Assessed Clean Energy (“C‐PACE”) Agreement (the “C‐PACE Agreement”) between the City of Norwich and the Authority, as attached hereto, constitutes the written agreement authorized by the Act. NOW, THEREFORE, BE IT RESOLVED: (a) That we, the Council of the City of Norwich constituting the legislative body of the City of Norwich hereby approves the C‐ PACE Agreement, and (b) That City Manager Alan H. Bergren is hereby authorized and directed, on behalf of the City to execute and deliver the C‐PACE Agreement, substantially in the form attached to this Resolution, for the purposes provided therein, together with such other documents as he may determine to be necessary and appropriate to evidence, secure and otherwise complete the C‐PACE Agreement. Mayor Peter A. Nystrom Alderman H. Tucker Braddock Jr.  COMMERCIAL PROPERTY ASSESSED CLEAN ENERGY ("C-PACE") AGREEMENT THIS AGREEMENT is made and entered into as of the __ day of , 2013, by and between the City of Norwich, CONNECTICUT, a municipal corporation organized and existing under the laws of the State of Connecticut (the "Municipality"), and the CLEAN ENERGY FINANCE AND INVESTMENT AUTHORITY, a public instrumentality and political subdivision of the State of Connecticut established under Public Act No. 11-80 (and codified in Section 16-245n of the Connecticut General Statutes) (the "Authority"), RECITALS WHEREAS, Commercial Property Assessed Clean Energy ("C-PACE") is a program to facilitate loan financing for clean energy improvements to commercial properties by utilizing a state or local assessment mechanism to provide security for repayment of the loans. WHEREAS, Public Act No. 12-2 of the June 12, 2012 Special Session of the Connecticut General Assembly (the "Act") established a C-PACE program in Connecticut. WHEREAS, Section 157 of the Act directed the Authority to establish a commercial sustainable energy program, and authorized the Authority to make appropriations for and issue bonds, notes or other obligations to finance the program costs. A commercial sustainable energy program is a program that facilitates energy improvements to commercial or industrial property and utilizes municipal benefit assessments authorized by the Act as security for financing the energy improvements. WHEREAS, to secure financing for the program, the Authority and the Municipality are authorized to enter into a written agreement, as approved by the municipality's legislative body, pursuant to which the Municipality has agreed to assess, collect, remit and assign, benefit assessments to the Authority in return for energy improvements for benefited property owners within the Municipality and for costs reasonably incurred by the Municipality in performing such duties. WHEREAS, this Agreement constitutes the written agreement authorized by the Act. NOW THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein and in order to effectuate the purposes of the Act, it is hereby agreed as follows: Section 1 - Definitions. (a) "Energy improvements" means any renovation or retrofitting of qualifying commercial real property to reduce energy consumption or installation of a renewable energy system to service qualifying commercial real property, provided such renovation, retrofit or installation is permanently fixed to such qualifying commercial real property.  (b) "Qualifying commercial real property" means any commercial or industrial property, regardless of ownership, that meets the qualifications established for the commercial sustainable energy program. (c) "Commercial or industrial property" means any real property other than a residential dwelling containing less than five dwelling units. (d) "Benefitted property owner" means an owner of qualifying commercial real property who desires to install energy improvements and provides free and willing consent to the benefit assessment against the qualifying commercial real property. (e) "Commercial sustainable energy program" means a program that facilitates energy improvements and utilizes the benefit assessments authorized by this Agreement as security for the financing of the energy improvements. (f) "Benefit assessment" means the assessment authorized by the Act. Section 2 - Obligations of the Authority. (a) Program Requirements. Pursuant to the Act, the Authority: (I) shall develop program guidelines governing the terms and conditions under which state financing may be made available to the commercial sustainable energy program, including, in consultation with representatives from the banking industry, municipalities and property owners, developing the parameters for consent by existing mortgage holders and may serve as an aggregating entity for the purpose of securing state or private third-party financing for energy improvements pursuant to the Act, (2) shall receive and review applications submitted by benefitted property owners within the Municipality for financing of energy improvements, and approve or disapprove such applications in accordance with underwriting procedures and requirements established by the Authority, (3) shall prepare and deliver to the Municipality an annual report which shall contain information related to each qualifying commercial real property within the Municipality, including: 1. A list of each qualifying commercial real property for which the benefitted property owner executed a financing agreement during the pnor year; 11. A list of each qualifying commercial real property where all obligations under the financing agreement have been satisfied or paid in full during the prior year, including the satisfaction date and a copy of the notice of satisfaction; 111. the total benefit assessment payments made to the Authority in respect of all qualifying commercial real properties; and -2­  IV. for each non-satisfied (not paid in full) benefit assessment (including each benefit assessment approved in the prior year): A. the date of the financing agreement, B. the outstanding amount of the financing, C. the total principal balance and accrued interest outstanding, and D. the annual payment(s) due to the Authority (which shall include principal and accrued interest) associated with such benefit assessment (including the amount of accrued interest on the initial payment, if different). (4) shall establish the position of commercial sustainable energy program liaison within the Authority, (5) shall establish a loan loss reserve or other credit enhancement program for qualifying commercial real property, (6) may use the services of one or more private, public or quasi-public third-party administrators to administer, provide support or obtain financing for the commercial sustainable energy program, and (7) shall adopt standards to ensure that the energy cost savings of the energy improvements over the useful life of such improvements exceed the costs of such improvements. (b) Project Requirements. If a benefitted property owner requests financing from the Authority for energy improvements under the Act, the Authority shall: (1) require performance of an energy audit or renewable energy system feasibility analysis on the qualifying commercial real property that assesses the expected energy cost savings of the energy improvements over the useful life of such improvements before approving such financing, (2) impose requirements and criteria to ensure that the proposed energy improvements are consistent with the purpose of the commercial sustainable energy program, and (3) require that the property owner provide written notice, not less than thirty days prior to the recording of any lien securing a benefit assessment for energy improvements for such property, to any existing mortgage holder of such property, of the property owner's intent to finance such energy improvements pursuant to the Act. (c) Financing Agreement for Project. The Authority may enter into a financing agreement with the property owner of qualifying commercial real property. The financing agreement shall clearly state the estimated benefit assessment that will be levied against the qualifying commercial real property upon completion of the energy improvements. The Authority shall disclose to the property owner the costs and risks associated with participating in -3­ the commercial sustainable energy program, including risks related to the failure of the property owner to pay the benefit assessment provided for in the financing agreement. The Authority shall disclose to the property owner the effective interest rate on the benefit assessment, including fees charged by the Authority to administer the commercial sustainable energy program, and the risks associated with variable interest rate financing, if applicable. The Authority shall notify the property owner that such owner may rescind any financing agreement entered into not later than three business days after such financing agreement is executed by the property owner and delivered to the Authority. The financing agreement shall provide for the consent of existing mortgage holders for the benefit assessment lien to be continued, recorded and released by the Municipality, as required by the Act and described in Section 3(c) herein. (d) Determination of Estimated and Final Benefit Assessments and Payments. (1) In connection with the completion and execution of the financing agreement, the Authority shall detennine the estimated benefit assessment and provide written notice of the estimated benefit assessment to the Municipality. (2) Upon completion of the energy improvements to the qualifying commercial property, the Authority shall detennine the final benefit assessment, including fees charged by the Authority to administer the commercial sustainable energy program, and shall set a fixed or variable rate of interest for the" repayment of the benefit assessment amount. Such interest rate, as may be supplemented with state or federal funding as may become available, shall be sufficient to pay the financing and administrative costs of the commercial sustainable energy program, including delinquencies. The Authority shall provide written notice of the final benefit assessment and interest rate to the Municipality. (3) It is anticipated that the Authority will decide that the benefit assessment shall be payable in two equal payments respectively payable on July 1 and January 1 of each year so that they are due at the same time as the installments of the Municipality's real property taxes. If the Municipality changes its practices concerning the billing of annual real property taxes as to the number of installments and their due dates, the Authority will change its practices to the extent possible to correspond with the Municipality's practices. Section 3 - Obligations of the Municipality. (a) Placing of Caveat on Land Records. Upon receiving written notice from the Authority of the estimated benefit assessment as provided in Section 2(d)(l) herein, the Municipality shall promptly place a caveat on the land records (on a fonn provided by the Authority after consultation with the municipality) indicating that a benefit assessment and lien is anticipated upon completion of energy improvements for the qualifying commercial real property. The Authority will reimburse the municipality the cost charged by the Town Clerk for recordation of the caveat. (b) Levy of Benefit Assessment. Upon receiving written notice from the Authority of the final benefit assessment as provided in Section 2(d)(2) herein, the Municipality shall promptly levy the benefit assessment against the qualifying commercial real property especially -4­ benefitted by the energy improvements financed by the Authority, and shall place a lien on the qualifying commercial real property to secure payment of the benefit assessment. As provided in the Act, the benefit assessments levied (on a form provided by the Authority after consultation with the municipality) pursuant to this Agreement and the interest, fees and any penalties thereon shall constitute a lien against the qualifying commercial real property on which they are made until they are paid. The Authority will reimburse the municipality the cost charged by the Town Clerk for recording the lien. Such lien shall be levied and collected in the same manner as the property taxes of the Municipality on real property, including, in the event of default or delinquency, with respect to any penalties, fees and remedies and lien priorities as provided by the Act. (c) Continuation, Recording, and Release of Lien. As provided in the Act, each benefit assessment lien shall be continued, recorded and released in the manner provided for property tax liens, subject to the consent of existing mortgage holders, and shall take precedence over all other liens or encumbrances except a lien for taxes of the Municipality on real property, which lien for taxes shall have priority over such benefit assessment lien. The Authority shall provide to the Municipality written notice of the consent of existing mortgage holders for the lien to be continued, recorded, and released by the Municipality. (d) Assignment of Benefit Assessment Lien. (I) Upon the written request of the Authority, the Municipality shall assign to the Authority any and all liens filed by the Municipality's tax collector, as provided in this Agreement. The Authority may sell or assign, for consideration, any and all liens received from the Municipality. The assignee or assignees of such liens shall have and possess the same powers and rights at law or in equity as the Authority and the Municipality and its tax collector would have had if the lien had not been assigned with regard to the precedence and priority of such lien, the accrual of interest and the fees and expenses of collection. The assignee shall have the same rights to enforce such liens as any private party holding a lien on real property, including, but not limited to, foreclosure, and a suit on the debt. Costs and reasonable attorneys' fees incurred by the assignee as a result of any foreclosure action or other legal proceeding brought pursuant to the assignment and directly related to the proceeding shall be taxed in any such proceeding against each person having title to any property subject to the proceedings. Such costs and fees may be collected by the assignee at any time after demand for payment has been made by the aSSIgnee. (2) The Municipality hereby acknowledges that the Authority may sell or assign any and all liens received from the Municipality under Section 3(d) of this Agreement to a trustee for the benefit of the holders of the Authority's bonds, notes or other obligations issued to finance the costs of the commercial sustainable energy program, and that the holders of the Authority's bonds, notes or other obligations will rely on the Municipality to levy, collect and remit the benefit assessments to the Authority. Therefore, the Municipality unconditionally agrees that in the event the Municipality does not discharge its duties under this Agreement, the trustee shall have the right to enforce the Municipality's obligations under this Agreement by institution of legal action against the Municipality. -5­  (e) Billing and Collection; Payment to the Authority. (l) The Municipality shall bill the benefit assessments in the same manner and at the same time as it bills its real property taxes. The benefit assessment payments shall be a separate clearly defined line item or separate bill and shall be due on the same dates as the Municipality's real property taxes. The amount of the benefit assessment will be recorded on the Municipality's tax rolls in the same manner as any other benefit assessment, such that the public will have access to its existence and payment status. The penalties and interest on delinquent benefit assessments shall be charged in the same manner and rate as the Municipality charges for delinquent real property taxes. (2) Payments of the benefit assessments collected by the Municipality shall be segregated from all other funds of the Municipality and deposited in a separate account for the benefit of the Authority and identifying the Authority as the beneficial owner. The Municipality disclaims any ownership interest or other interests in such account or the amount collected. (3) The Municipality shall pay all amounts collected with respect to the benefit assessments within any calendar month to the Authority or its assignee no later than thirty days after the month that the amounts are collected. The Municipality will provide monthly collection reports to the Authority, and the Authority, at its own expense, shall have the right to audit the records relating to the benefit assessments upon reasonable notice at reasonable times. The Authority and Municipality agree to provide each other with such reasonable infonnation as they may request and the Authority and the Municipality agree to provide such infonnation in a computer fonnat satisfactory to the other. (f) Collection of Delinquent Payments. (l) If (i) the benefit assessment liens have not been assigned to the Authority pursuant to Section 3(d) of this Agreement, or (ii) the Authority makes a written request to the Municipality for its assistance in the collection of delinquent benefit assessments and related charges, the Municipality, in its sole discretion, and the Authority may enter into a separate agreement for those services, which agreement shall provide for compensation to be paid to the Municipality for its collection services. The agreement may provide for the Municipality to pursue the collection of any delinquent benefit assessments with the same diligence it employs in the collection of the Municipality's real property taxes, including the commencement of foreclosure proceedings to the extent provided by the then-current statutes of the State of Connecticut, and to take such actions that are required to preserve the lien securing delinquent benefit assessments. The agreement may also provide that the Authority shall have the right to take over the enforcement of any delinquent benefit assessments upon written notice to the Municipality, and thereupon the Municipality will have no further responsibility to collect such amount. (2) The Municipality will provide written notice to the Authority of any sale or assignment of its real property taxes or any institution of a judicial foreclosure or other proceeding against any real property for delinquent real property taxes if such real property is -6­ subject to a lien securing a delinquent benefit assessment. Similarly, the Authority shall provide written notice to the Municipality of the institution of a judicial foreclosure or other proceeding against any qualified commercial real property for a delinquent benefit assessment. (g) Promotion of Program; Assistance for Authority Financing; Payment to Municipality. (1) The Municipality shall use good faith efforts to assist the Authority in local marketing efforts and outreach to the local business community to encourage participation in the commercial sustainable energy program, such as including commercial sustainable energy program information on the Municipality's website, distributing an informational letter from chief elected official to local businesses regarding the program, and conducting one or more business roundtable event(s). (2) The Municipality shall use good faith efforts to assist in gathering and providing information for the Authority to offer, sell, and issue its bonds, notes or other obligations to provide funds for the commercial sustainable energy program. (3) The Authority agrees to pay the Municipality annually a fee of $500 (the "Annual Fee") for its services hereunder. In the event such payment is not sufficient to cover the Municipality's out of pocket costs and expenses in discharging its duties hereunder, the Authority shall reimburse the Municipality for its actual reasonable costs, and expenses associated with the collection and enforcement of the benefit assessments in excess of the Annual Fee. Such costs and expenses include reasonable costs incurred by the Municipality in conjunction with any and all proceedings to collect and enforce the benefit assessments and delinquent benefit assessments, including foreclosure proceedings. Section 4 - Indemnification. The Authority agrees that it will protect, defend, indemnify and hold harmless the Municipality and its officers, agents and employees, to the extent of available proceeds derived from the benefit assessments, from and against all claims, demands, causes of action, damages, judgments, losses and expenses, including reasonable attorney's fees, arising out of or in connection with the actions of the Authority's officers, employees and agents under this Agreement. Section 5 - Term. The term of this Agreement shall commence upon the date first written above. This Agreement shall be in full force and effect until all of the benefit assessments have been paid in full or deemed no longer outstanding. The Municipality may opt-out of continuation in the program at any time on sixty (60) days advance notice to the Authority, provided that the provisions of this Agreement shall continue with regard to benefit assessments assessed prior to such termination date until those benefit assessments have been paid in full or are no longer outstanding. -7­ Section 6 -Default. Each party shall give the other party written notice of any breach of any covenant or agreement under this Agreement and shall allow the defaulting party 30 days from the date of its receipt of such notice within which to cure any such default or, if it cannot be cured within the 30 days, to commence and thereafter diligently pursue to completion, using good faith efforts to effect such cure and to thereafter notify the other party of the actual cure of any such default. The parties shall have all other rights and remedies provided by law, including, but not limited to, specific perfonnance, provided however, in no event shall either party have the right to tenninate this Agreement prior to the expiration of the Tenn, except as provided in accordance with Section 5 of this Agreement. Section 7 - Miscellaneous Provisions. (a) Assignment or Transfer. Except as provided in Section 3(d) hereof, a party may not assign or transfer its rights or obligations under this Agreement to another unit of local government, political subdivision or agency of the State of Connecticut or to a private party or entity without the prior written consent of the other party and, if required, the prior approval of the holders of the Authority's bonds, notes or other obligations. If approval of the assignment by the holders of the Authority's bonds, notes or other obligations is required, such approval shall be obtained in accordance with the indenture or other documents entered into by the Authority in connection with the bonds, notes or other obligations. (b) Amendment and Termination. After the Authority sells and issues its bonds, notes or other obligations to finance the costs of the conunercial sustainable energy program, this Agreement may not be amended or tenninated by the parties without the prior approval of the holders of the Authority's bonds, notes or other obligations, which approval shall be obtained in accordance with the indenture or other documents entered into by the Authority in connection with the bonds, notes or other obligations. (c) Severability. If any clause, provision or section of this Agreement is held to be illegal or invalid by any court, the invalidity of the clause, provision or section will not affect any of the remaining clauses, provisions or sections, and this Agreement will be construed and enforced as if the illegal or invalid clause, provision or section has not been contained in it. (d) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute but one and the same instrument. (e) Notices. All notices, requests, consents and other communications shall be in writing and shall be delivered, mailed by first class mail, postage prepaid, or overnight delivery service, to the parties, as follows: -8­  If to the Municipality: Office of the City Manager Norwich City Hall 100 Broadway Norwich, CT 06360 If to the Authority: Clean Energy Finance and Investment Authority 865 Brook Street Rocky Hill, Connecticut 06067 Attention: General Counsel (g) Amendment and Waivers. Except as otherwise set forth in this Agreement, any amendment to or waiver of any provision of this Agreement must be in writing and mutually agreed to by the Authority and the Municipality. (h) Applicable Law and Venue. This Agreement and its provISIOns shall be governed by and construed in accordance with the laws of the State of Connecticut. In any action, in equity or law, with respect to the enforcement or interpretation of this Agreement, venue shall be in the State of Connecticut. (i) Entire Agreement. This instrument constitutes the entire agreement between the parties and supersedes all previous discussions, understandings, and agreements between the parties relating to the subj ect matter of this Agreement. U) Headings. The headings in this Agreement are solely for convenience, do not constitute a part of this Agreement, and do not affect its meaning or construction. (k) Affirmation of Applicable Executive Orders. To the extent applicable to this Agreement, Municipality acknowledges that it will be required to comply with the provisions of any applicable existing Governor Executive Orders related to this Agreement. [Remainder of this Page Intentionally Left Blank] - 9­  IN WITNESS WHEREOF, the Municipality and the Authority have each caused this Agreement to be executed and delivered as of the date indicated above: (SEAL) ATTEST: CITY OF NORWICH By: _ Alan H. Bergren Its: City Manager CLEAN ENERGY FINANCE AND INVESTMENT AUTHORITY By: - ------------ Bryan T. Garcia, President - 10­  RESOLUTION #3 WHEREAS, Connecticut Public Act No. 13‐34, to become effective October 1, 2013, repeals the existing Connecticut General Statute §27‐135 and substitutes in its place a new Connecticut General Statute §27‐135; and WHEREAS, Connecticut General Statute §27‐135 has provided and continues to provide that any city or town, either separately or with one or more other cities or towns, may, by ordinance, establish a local veteran’s advisory committee; and WHEREAS, Public Act No. 13‐34 has added a provision to Connecticut General Statute §27‐135 which provides with any city or town that (1) has not established a local veteran’s advisory committee pursuant to subsection (a) of this section, and (2) does not otherwise provide funding for a veteran service officer shall designate a city or town employee to serve as a veteran service contact person in such city or town; and WHEREAS, several of the towns making up the Southeastern Connecticut Council of Governments have considered establishing a regional local veteran’s advisory committee; and WHEREAS, City Manager Alan H. Bergren serves as a representative of Norwich on the Southeastern Connecticut Council of Governments and has been a participant in these discussions. NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF NORWICH that City Manager Alan H. Bergren be and hereby is designated as the City of Norwich veteran’s service contact person pursuant to Public Act No. 13‐34 to serve in such position until such time as the City of Norwich, separately or with one or more other cities or towns, by ordinance establishes a local veteran’s advisory committee which shall have the responsibility of carrying out locally the duties and purposes of §27‐135 of the Connecticut General Statutes and, BE IT FURTHER RESOLVED BY THE COUNCIL OF THE CITY OF NORWICH, that City Manager Alan H. Bergren be and hereby is requested to keep the Council advised of any further efforts by the Southeastern Connecticut Council of Governments, or otherwise to establish a regional veteran’s advisory committee. Mayor Peter A. Nystrom President Pro Tem Pete Desaulniers Alderman H. Tucker Braddock Jr.  RESOLUTION #4 RESOLVED, that the proposed Agreement between the City of Norwich and Municipal Employees Union Independent (MEUI), covering the period between July 1, 2013 and June 30, 2016, be, and the same hereby is, approved in accordance with the provisions of Connecticut General Statutes, Section 4-474; and further, that the City Manager, Alan H. Bergren, be, and hereby is, authorized and directed to execute the same in the name of the City. Alan H. Bergren City Manager