HUDSON CITY SCHOOL DISTRICT ANNUAL ORGANIZATIONAL BOARD OF EDUCATION MEETING

MONDAY, JULY 1,2013 - 7:00 P.M. HUDSON HIGH SCHOOL LIBRARY

AGENDA

[*Indicates a need for Board action]

1.0 Pledge of Allegiance

2.0 Call to order by Clerk ofthe Board

3.0 * Acceptance of Agenda

4.0 The Loyalty Oath of the new Board Member administered by the Clerk of the Board.

5.0 *Election of the President.

6.0 *Election of the Vice President

7.0 Loyalty Oath of the President and Vice President administered by the Clerk.

8.0 *Be It Resolved, that the Board of Education appoint the following Officers for the 2013-2014 school year:

A. Clerk of the Board - Frieda A.Van Deusen B. Deputy Clerk of the Board - Robert D. Yusko, Jr. C. District Treasurer - Florence L. Stickles D. Deputy Treasurer - Mary Jane Ames E. Tax Collector - Florence L. Stickles

9.0 The Loyalty Oath of the Clerk of the Board and Deputy Clerk of the Board administered by the President. The Board Clerk will administer the Oath to the District Treasurer, Deputy Treasurer and Tax Collector at a later date.

10.0 *Be It Resolved, that the Board of Education appoint the following for the 2013-2014 school year: A. School District Attorney - Rapport Meyers LLP - $200.001hr. ($1 Olhr. increase from last

year) B. Labor Relations Attorney- Thomas, Drohan, Waxman, Petigrow & Mayle, LLP­

$200.001hr. (attorneys) and $90.00/hr. (paralegal) - (No increase from last year) School Dentist Dr. Robert Danz - $1,000

D. Independent External Auditor - Raymond G. Preusser, CPA, PC E. Purchasing Agent - Robert D. Yusko, Jr. F. Records Access Officer - Robert D. Yusko, Jr. G. Records Management Officer - Robert D. Yusko, Jr. H Title IX Compliance Officer - Mark Brenneman I. Program Administrator of the Blood-borne Pathogens Exposure Control Plan - George

Keeler J. District Emergency Coordinator - George Keeler K Safety and Health Designee George Keeler L. Asbestos (LEA) Designee George Keeler M. Americans with Disabilities Act (ADA) Coordinator George Keeler

Board Agenda of Organizational Meeting - July 1, 2013 - Page 2

N. Public Access Defibrillation (PAD) Coordinator - George Keeler O. EPA Lead-Based Paint Renovation, Repair, & Painting (RRP) Program Coordinator-

George Keeler P. Integrated Pest Management (IPM) Coordinator - George Keeler Q. Section 504 Compliance Officer - Kim Lybolt R. Liaison for the Education of Homeless Children & Youth - Kim Lybolt S. Medicaid Compliance Officer - Kim Lybolt T. HIPAA Officer - Kelly McDonald U. School District Insurance Consultant - First Niagara Risk Management, Inc. V. School District Architect - Rhinebeck Architecture & Planning W. Financial Consulting Services - Bernard P. Donegan, Inc.

11.0. *Recommendations for Official Depositories:

"RESOLVED, That The Bank of Greene County, Hudson, New York; TD Bank, Hudson, New York; and C.L.A.S.S. (New York Cooperative Liquid Assets Securities System), be and they are hereby designated as the official depositories for all school funds of this said District."

THE BANK OF GREENE COUNTY, Hudson, NY General Fund Federal E.S.E.A. Payroll Account Trust & Agency Fund General Fund Money Market Account

TD BANK, Hudson, NY (formerly Evergreen Bank)

School Lunch Fund Capital Renovation Fund Capital Reserve

Extra Classroom Activity Fund - Hudson High School Extra Classroom Activity Fund - Hudson Junior High School

C.L.A.S.S. General Fund Special Aid Fund Capital Fund School Lunch Fund

BANK OF AMERICA, TD BANK, NATIONAL UNION BANK OF KINDERHOOK, FIRST NIAGARA BANK, KEYBANK OF NEW YORK, BANK OF NEW YORK MELLON, U.S. BAL~K, and M & T BANK may be used from time to time for investment or borrowing purposes depending on rates.

12.0 *Be It Resolved, that the Board of Education set the date and time of the regular Board of Education meetings to be at 7:00 P.M. on the second and fourth Monday of the month unless otherwise determined by the Board.

13.0 *Be It Resolved, that the Board of Education authorize the Projected Board of Education Meeting Schedule for the 2013-2014 school year, as attached.

14.0 *Be It Resolved, that the Board of Education designate the Register Star and the Columbia Paper as the official newspapers for the Hudson City School District.

Board Agenda of Organizational Meeting - July 1,2013 - Page 3

15.0 *Be It Resolved, that the Board of Education authorize the Superintendent to: A. CertifY payroll and per diem employees B. Approve attendance at professional conferences C. Approve budget transfers with Board approval D. Sign contracts with Board approval E. Apply for Grants in Aid (State and Federal)

16.0 *Resolution for Single Signature Checks: "RESOLVED, That checks drawn on the Board of Education Account of the City School District at THE BANK OF GREENE COUNTY may be signed by the printed facsimile signature of the District Treasurer of the School District, with like force and effect as if said facsimile signature had been affixed by such officer manually, and that said bank is hereby authorized, empowered and directed to pay said checks so drawn and to charge the account of the School District, with like force and effect as if the said signature had been affixed by such officer, and be it RESOLVED, That said Bank shall not be liable for and that this School District does hereby waive any claim which it may have against said Bank, and does hereby agree to indemnifY and save hannless said Bank from any liability, loss or damage incurred by it for paying or charging to the account of this School District any checks to which such facsimile signature is affixed, or by the use of any dies, devices, machinery or equipment used by the School District for that purpose."

17.0 *Resolution for Standard Requirements: "RESOLVE, that this said District continue to use the following standard requirements set forth below which among others are outlined in the Regulations of the Commissioner of Education of the State of New York.

A. Approved system of Treasurer's Receipts

B. An annual audit of the Treasurer's records either by Certified Public Accountant, independent or outside accountant, or by a committee of three members ofthe Board of Education other than the Clerk and the Treasurer.

C. Approved system of borrowing to meet fiscal responsibilities by the District Clerk and Board of Education President."

18.0 *Be It Resolved, that the Board of Education establish the following Petty Cash funds for the 2013-14 school year:

Senior High School - Principal Junior High School- Derek Reardon, Principal Intermediate School - Mark Brenneman, Principal J. L. Edwards Primary School- Steven Spicer, Principal Board of Education Office -Maria Suttmeier, Supt. Coordinator of School Improvement - April Prestipino Business Manager's Office - Robert D. Yusko, Jr. Student Services Office - Kim Lybolt Homeless Grant - Kim Lybolt

$50.00 50.00 20.00 20.00 75.00 25.00 50.00 50.00 25.00

Board Agenda of Organizational Meeting - July 1, 2013 - Page 4

19.0 *Be It Resolved, that the Board of Education adopt the following non-resident tuition rates for the 2013-2014 school year, as recommended by the Superintendent.

Grades K-6 Grades 7-12 Special Ed Student - K-6 Special Ed Student - 7-12

$ 5,425 $ 8,085 $23,548 $26,208

20.0 *Be It Resolved, that the Board of Education be authorized to attend conferences, conventions, workshops, etc., with designated expenses as approved on a per request basis by the Board.

21.0 *Be It Resolved, that the Board of Education authorize the Treasurer to invest District funds.

22.0 *Be It Resolved, that the Board of Education adopt the Hudson City School District Policy Manual and Code of Ethics for 2013.

23.0 *Be It Resolved, that the Board of Education establish the following Board Committees and appoint two board members to each committee listed below:

A. Audit (3 members) B. Facilities C. Policy D. Budget

24.0 *Be It Resolved, that the Board of Education adopt the U.S. General Services Administration Per Diem Rates for N ew York, as attached, for reimbursable lodging and meal charges, including gratuities, for persons traveling for district-related business.

25.0 *Be It Resolved, that the Board of Education approve a Consulting Agreement, as attached, with Needham Risk Management Resource Group, LLC, at a monthly cost of$2,350.00 ($225.00 monthly increase), effective July 1, 2013 through June 30, 2014, to assist us in the maintenance of the health and safety program at the District.

26.0 *Be It Resolved, that the Board of Education approve a lease agreement, as attached, with Questar III for rental of twelve (12) classrooms at Hudson High School for the period of July 8,2013 through August 16,2013 (Summer School) for a fee of$6,300.00 for 6 six weeks.

27.0 *Be It Resolved, that the Board of Education approve the attached list ofImpartial Hearing Officers for the 2013-2014 school year.

28.0 *Be It Resolved, that the Board of Education, pursuant to §200.5 of the Regulations ofthe Commissioner of Education, hereby delegates Kelly Frank as the representative of the Board who can appoint an Impartial Hearing Officer in the event such a hearing is requested by the parent of a student with a disability.

29.0 * Be It Resolved, that the Board of Education establish the mileage reimbursement rate, in accordance with IRS, of 56.5 cents!mi. for 2013-2014.

Board Agenda of Organizational Meeting - July 1,2013 - Page 5

30.0 *Be It Resolved, that the Board of Education approve the 2013-2014 Tax Warrant, as attached.

31.0 Old Business

32.0 Public Forum: The Board of Education recognizes that it serves the residents of the Hudson City School District, and so we encourage public attendance at our meetings and we also welcome your comments. Residents, students, employees, and business representatives of the HCSD may address the Board on matters concerning programs and/or operations of the district, other than matters involving personnel. Members of the Board do not directly respond to citizen concerns during the Public Forum. If a response is appropriate, either the President or Superintendent will contact the individual in the near future. Those persons wishing to address the Board will be recognized by the chair of the meeting and should state for the record their name and address, or affiliation with the District or business. While the Board does not wish to infringe upon free speech protections, it must be stressed that the "Public Forum" is not deemed to be an "open" forum. The Board President will conduct the forum for the orderly and efficient operation of Board business. In addition, any remarks which may be considered defamatory or stigmatizing are prohibited and will be declared out of order. All comment shall be limited to three (3) minutes. If you are unable to fmish your remarks during the 3-minute timeframe, you can supplement them by submitting a written statement to the Board Clerk.

33.0 Superintendent's Report

34.0 New Business

35.0 *Executive Session - (The medical, financial, credit or employment history of a particular person or corporation, or matters leading to the appointment, employment, promotion, demotion, discipline, suspension, dismissal or removal of a particular person or corporation; the proposed acquisition, sale or lease of real property.)

36.0 *Personnel

36.1.1 Instructional Tenure Approvals

36.1.2 CSE/CPSE Committee/Sub Committee Chairperson Appointments for 2013-2014

36.1.3 Language Interpreter Appointments

36.1.4 Independent Evaluator Appointments

36.1.5 Afterschool Program Resignation

36.1.6 Create Summer Proctor Positions

37.0 Adjournment

HUDSON CITY SCHOOL DISTRICT PROJECTED BOARD OF EDUCATION MEETING SCHEDULE

2013-2014 (Meetings will be held 2nd & 4th Monday of every month unless otherwise indicated)

Meetings begin at 7:00 P.M. unless otherwise indicated

July 1 (Mon.) Organizational Mtg. HHS Library

July 15 Special Meeting HHSLibrary

August 12 Regular Meeting HHS Library -

August 26 Regular Meeting HHS Library

September 9 Regular Meeting HHS Library

September 23 Regular Meeting HHSLibrary

• 2nd Monday in October (10/14) Columbus Day observed

October 21 Special Meeting JLE

• 2nd Monday in November (11111) Veteran's Day observed

November 4 Special Meeting HHS Library

November 25 Regular Meeting HHS Library

December 9 Regular Meeting HHS Library

• 4th Monday in December (12/23) Holiday Break

January 13 Regular Meeting HHS Library

January 27 Regular Meeting HHS Library

February 10 Regular Meeting M.e. SMITH Cafeteria

February 24 Regular Meeting HHS Library

March 10 Regular Meeting HHS Library

March 24 Regular Meeting HHS Library

• 2nd Monday in April (4114) Spring Recess

April 7 Special Meeting HHS Library

April 22 (Tues.) Special Meeting (RCG BOCES Budget & Board Vote) HHS Library

May 12 Regular Meeting HHS Library

May 20 (Tues.) Special Meeting (Budget Vote & Board Election) JLE - 9:00 p.m.

• 4th Monday in May (5/26) is Memorial Day

June 9 Regular Meeting HHS Library

June 23 Regular Meeting HHS Library

~ \.<1 Ull;;lU RdLt::s LUUK-UP Page 1 of3

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HOOle> Policy & Regulations> Travel and Relocatioo Policy > Per Diem > Per Diem Rates >

FY 2013 Per Diem Rates for New York (October 2012· September 2013)

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You searched for: New York

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Standard Rate

Albany

County (£, J)

Applies for ali locations

without specified rates

Albany

http://www.gsa.gov/portal/categoryIl00120

Max lodging by Month (excluding taxes)

2012 2013 Oct Nov Dec Jan Feb

77 77 77 77 77

104 104 104 104 104

Mar Apr May

77 77 77

104 104 104

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Meals & Incidental Expenses Bre

FAQs

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Factors Influencing Lodging Rate

FY 2012 Per Diem Highlights

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Have a Per diem Question?

Downloadable Per Diem Files

Jun Jul Aug Sep

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104 104 104 104

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Meals and Incidental Expenses ( M&IE) Breakdown The following table is provided for federal employees who need to deduct provided meals from their daily meals and incidental expense (M&IE) allowance. Refer to Section 301 -11 .18 of the Federal Travel Regulation for specific guidance on deducting these amounts from your per diem reimbursement claims for meals furnished to you by the government. Other organizations may have different rules that apply for their employees; please check with your organization for more assistance.

The table lists the six M&IE tiers in the lower 48 continental United States (currently ranging from $46 to $71). If you need to deduct a meal amount, first determine the location where you will be working while on official travel. You can look up the location-specific information at www.gsa.gov/perdiem. The M&IE rate for your location will be one of the six tiers listed on this table. Find the corresponding amount on the first line of the table (M&IE Total) and then look below for each specific meal deduction amount.

The table also lists the portion of the M&IE rate that is provided for incidental expenses (currently $5 for all tiers) , as well as the amount federal employees receive for the first and last calendar day or travel. The first and last calendar day of travel is calculated at 75 percent.

M&IE Total

Continental

Breakfast! Breakfast

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$46

$7

$11

$51 $56

$8 $9

$12 $13

$61 $66 $71

$10 $11 $12

$15 $16 $18

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Needham Risk Management Resource Group, LLC Competence a Ethics 0 Integrity 0 Results

CONSULTING AGREEMENT

THIS AGREEMENT made and entered into as of the 1 st day of July, 2013 between Hudson City School District, having an address at 215 Harry Howard Avenue, Hudson, NY 12534 ("Client") and Needham Risk Management Resource Group, LLC, having an address at 45 Colvin Avenue, Albany, NY 12206 ("Consultant").

WITNESSETH:

WHEREAS, Client wishes to obtain the services of Consultant to assist it in connection with the maintenance of the health and safety programs at Client's facilities; and

WHEREAS, Consultant is qualified, ready, willing and able to provide such services;

NOW, THEREFORE, it is agreed as follows:

1. Retention of Consultant. Effective as of July 1, 2013, Client agrees to retain Consultant, and Consultant agrees to serve, as an independent consultant to Client upon the terms and conditions set forth herein.

2. Services. The scope of services to be provided by Consultant shall be as set forth in Attachment A and as otherwise agreed to from time to time by the parties pursuant to separate letter agreements which will expressly state that the work described therein is to be performed under the terms of this Agreement. Consultant shall provide services to Client and its affiliates consistent with Consultant's qualifications and abilities.

3. ~. For the services set forth in Attachment A, Client shall pay Consultant at the rate of two thousand three hundred fifty dollars ($2,350.00) per calendar month for up to 320 hours per year ("Base Annual Hours") actually spent by Consultant rendering the services. For authorized services in excess of the Base Annual Hours, Client shall pay Consultant at the rate of sixty-five dollars ($65.00) per hour. Client agrees that, for the purposes of computing the actual hours of services rendered, Consultant can include necessary travel time.

4. Expenses. Client shall reimburse Consultant, upon presentation of appropriate supporting documentation, for all reasonable travel expenses, when such travel is authorized by Client, and other reasonable out-of-pocket costs incurred in the performance of his duties. Air travel shall be reimbursed on a coach fare basis.

5. Invoicin2i Payments. Consultant shall submit monthly invoices to Client for the services and expenses described in Sections 3 and 4 above. Each invoice shall separately identify the fixed monthly payment and the hours of all authorized services rendered. Client shall pay Consultant within 30 days of receipt of the invoice.

45 Col vin Avenue, A lbany. NY 12206 Te lephone: (5/ 8) 860-1 75 8 Fax: (5 18) 860-/ 759

Email : team@theneedhamgroup.com

Page 2 Needham Risk Management 2013-14 Consulting Agreement

6. Relationship. Consultant is retained hereunder only for the purpose and to the extent set forth in this Agreement, and Consultant's relationship to Client is that of an independent contractor and not an employee. Consultant shall be responsible for all applicable taxes, withholding and other payments, workers compensation and other insurance, and filings arising out of the services performed hereunder.

7. Benefits. By reason of this Agreement, Consultant shall not acquire any rights under any pension, stock options, group insurance, incentive compensation or any other employee benefit plans of Client.

8. Indemnification. (a) Consultant agrees to indemnify and hold Client and its affiliates, and their respective employees and agents, harmless from allliabiIity, loss, damage, costs and expenses (including cost of defense and reasonable attorneys' fees) which Client or any such other party may hereafter suffer or payout to another (by reason of any claim, action, or right of action, at law or in equity) because of any injury (including death) or damage to person or property which arises out of or in connection with the performance of services hereunder to the extent caused by the gross negligence or willful misconduct of the Consultant (or its employees) or any person, firm or corporation (or any employee thereof) directly or indirectly employed or engaged by Consultant.

(b) Client agrees to indemnify and hold Consultant harmless from all liability, loss, damage, costs and expenses (including cost of defense and reasonable attorneys' fees) which Consultant may hereafter suffer or payout to another (by reason of any claim, action, or right of action, at law or in equity) because of any injury (including death) or damage to person or property which arises out of or in connection with the performance of services hereunder, except to the extent caused by the gross negligence or willful misconduct of Consultant (or its employees) or any person, firm or corporation (or any employee thereof) directly or indirectly employed or engaged by Consultant.

9. Termination. This Agreement may be terminated by either party giving the other at least thirty (30) days prior written notice of such termination, provided no such termination shall be effective prior June 30, 2014. No termination hereunder shall serve to relieve Consultant or Client of its obligations under paragraph 8 or shall serve to relieve Client of its obligations to pay such fees or reimbursements as may have accrued prior to such termination.

10. Assienment. This Agreement shall be binding upon and inure to the benefit of Client's successors and assigns, and shall not be assignable by Consultant.

11. Notices. Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or by registered or certified mail, return receipt requested, to Client, Attention: Mr. George Keeler, Superintendent of Buildings and Grounds, at the address first above set forth, or to Consultant, Attention: Mr. Michael Needham, at 45 Colvin Avenue, Albany, NY 12206, or to such other address as either party may have furnished to the other in writing in accordance herewith.

12. Access. Client agrees to provide Consultant with access to Client's offices during normal business hours. Consultant also shall abide by a mutually agreed upon manner in which to identify its relationship to Client when speaking or corresponding with third parties.

Page 3 Needham Risk Management 2013-14 Consulting Agreement

13. Modifications; Governinl Law. This Agreement may not be modified unless in writing signed by the party against whom the same is sought to be enforced. This Agreement shall be construed and given effect according to the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BY:

AND:

Michael Needham Principal

Authorizing Client Name

Signature

May 20,2013

Date

Date

Page 4 Needham Risk Management 2013-14 Consulting Agreement

ATTACHMENT A Scope of Services for Needham Risk Management Resource Group ("Consultant")

1. Assist Client in developing strategies for com plying with relevant occupational health and safety and environmental regulations and codes.

2. Assist Client in developing policies and procedures to assist in compliance and management of Client safety and health programming.

3. Assist Client in developing policies and procedures related to personnel and human resource management.

4. Provide training for Client's employees and administrators on human resource related topics, e.g. sexual harassment, hiring protocols, etc.

5. Assist Client in coordinating and providing safety and health training for Client's employees (Consultant will provide training consistent with Consultant's qualifications and abilities).

6. Assist Client in conducting audits of facilities and grounds to ensure compliance with Client's policies and procedures.

7. Consultant will provide assistance in the management of Client's compliance calendar. 8. Consultant will maintain an inventory of training courses attended by Client's employees. 9. Consultant will assist Client in the maintenance of chemical inventory and material safety

data sheet tracking. 10. Consultant agrees to provide 40 hours of emergency response if necessary. 11. Consultant agrees to be available on 3 nights for meetings or training as required by Client.

Risk Management Services The following are examples of services provided under the consulting agreement's purchased hours of 320 hours for the school year, at a rate of $2,350 per month. A. Health & Safety Training:

Training that the district may choose to conduct includes but is not limited to: Right-to-Know, Bloodborne Pathogens, Lockout/Tagout, Fire Safety, Chemical Hygiene, Asbestos 2-Hour Awareness, Personal Protective Equipment, Custodial/Maintenance Safety and Health, Emergency Response, Driver Drug and Alcohol.

B. Safety & Health Programming: These services can include review and update of compliance programs (e.g. Hazard Communication, Exposure Control Plan, AED Policy); Representation during Department of Labor PESH inspections; Assistance during emergencies; Facilities audits; SAVE/Emergency Plan Development; Tabletop Exercises.

C. Chemical Hygiene: Program review, lab safety consultation, product review, and disposal recommendations/ coordination.

D. Indoor Air Quality Review and investigation of indoor air quality issues. (Laboratory services for sampling and analysis are subject to the rates charged by the individual lab.)

E. Human Resource Services Sexual Harassment training, employee handbooks, hiring procedures and documentation, training for administrators and interviewers on interviewing and employment liability issues, supervisory development training.

PageS Needham Risk Management 2013-14 Consulting Agreement

ATTACHMENT B

Additional Services for Needham Risk Management Resource Group rConsultant")

The district may choose to participate in the following services at the following rates on an individual proposal/purchase order basis. These services are in addition to the fees outlined in Section 3 of the consulting agreement and the above Scope of Services.

Fire Code Inspections/Annual Visual Inspections: Costs for these services are based on the size of the building inspected. Rates are:

Building Size 0-8,000 sq.Jft 8,000-25,000 sq.Jft 25,000-50,000 sq./ft 50,000 plus

Fire Code Consultations and Follow-Up: $60.00 per hour

Lead and Asbestos Inspection and Consultation

Price $100 $220 $300 $450

$55-85.00 per hour (depending on scope of work) plus reasonable travel expenses. Laboratory services for sample analysis are subject to separate rates as charged by the individual labs.

First Aid/CPR/ AED Training $25 and up per person, depending on service provided and number of attendees.

Needbam Risk Management Resource Group, LLC General Terms and Conditions - Appendix A

1. Payment: Client win pay the Needham Risk Management Resource Group for Services and expenses in accordance with the Contact Document The Needham Group wiD submit invoices to Client monthly together with reasonable supporting documentation requested by Client and a final bill upon completion of its Services. Unless otherwise agreed in writing, there shall be no retainage. Payment is due witbiD thirty (30) days regardless of whether Client bas been reimbursed by any other party. Past due amounts are subject to an intereSt charge on the outstanding balance of either one and one-balf percent (11/2%) per month or the maximum rate permitted by law. Client agrees to pay the Needham group's attorney's fees, interest, and all other costs incurred in collecting past due amounts.

2. Obligations of Client: Client warrants that all information provided to the Needham Group is complete and accurate to the best of Client's knowledge. Client agrees to advise the Needham Group, prior to beginning work:, and during the work, of any hazardous conditions on or near the site known to Client Client IDlderstands that the Needham Group is relying upon the completeness and accmacy of information supplied to it by Client and the Needham Group will not independently verifY such infOrmation unless otherwise provided for in the Contract Document Client shall be solely responsible for and shall indemnifY and hold bannless the Needham Group for any costs, expenses or damages incurred by the Needham Group due to Client's failure to follow applicable reporting and governmental requirements. Client will not hold the Needham Group liable if the Needham Group's recommendations are not fonowed and waives any claim against the Needham Group, and agrees to defend, i:ndernnifY and hold the Needham Group bannIess from any claim or liability for injmy or loss that results from failure to implement the Needham Group's recommendations.

3. Standard of Care: The Needham Group's Services as defined by the Contact Document shall be performed in accordance with generally accepted industry principles and practices, consistent with a level of care and skill ordinarily practiced by the consultiDg profession currently providing similar services IDlder similar circumstances at the time the Services were provided. Client agrees to give the Needham Group written notice within one (1) year of any breach or defiwlt IDlder this section and to provide the Needham Group a reasonable opportunity to cure such breach or default, without the payment of additional fees to the Needham Group, as a condition precedent to any claim for damages.

4. LimitatioD of Method Reliability: The Client recognizes and agrees that aU testing and remediation methods bave reliability limitations, no method or number of sampling locations can guarantee that a condition will be discovered within the performance of the Services as authorized by the Client The Client further acknowledges and agrees that reliability of testing or remediation methods varies according to the sampling frequency and other variables and that these factors including cost, have been considered in the Client's selection of Services. The Needham Group's observations only represent conditions observed at the time oftbe site visit The Needham Group is not responsible for cbanges that may occur to the site after the Needham Group completes the work.

5. Interpretation of Data: Client recogniml that subsurface conditions may vary from those encountered at the locations where the borings, swveys. or explorations are made by the Needham Group and that the data interpretations and recommendations of the Needham Group's personnel are based solely on the infbrmation available to them. The Needham Group will be responsible for its data, interpretations and recommendations, but shall not be responsible for the interpretation by others or the information developed.

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6. Third Party IDformation: The Needham Group is dependent on information available from various governmental agencies and private database firms to aid in evaluating the history of the site. The Needham Group shall not be liable for any such agency's or database firm's failure to make relevant files or documents properly available, to properly index files, or otherwise to fail to maintain or produce accurate or complete records.

7. Site Access: Client grants or shall obtain for the Needham Group a right of entry to all parts of the project site necessary to complete the Services and it represents that it bas obtained the applicable permits and licenses for the proposed work. If Client does not own the site. Client represents that it bas or win obtain prior to the commencement of work, the authority and permission of the owner and/or the occupant of the site. Client acknowledges that due to the nature of the work, unavoidable damage may occur. Client waives its right of recovery for such unavoidable damage, and if Client is not the owner of the site, Client agrees to indemnifY and defend the Needham Group against any claims by the owner and/or occupant for any sucb damage.

Unless otherwise specified in the Contract Document, the Needham Group is not liable for damages caused by exploratory demolition or investigation to identifY, quantifY, or evaluate building materials, systems, and/or components not readily accessible to the Needham Group during the Needham Group's performance of the Services. The Needham Group is not responsible for unforeseen conditions that exist on site within building systems that probibit or deter the Needham Group from gaining access to building materials, systems, and/or components.

8. Site Control: The Needham Group's testing, observation, or inspection of the work: of other parties on a project shall not relieve such parties of their responsibility to perform their work: in accordance with applicable plans, specifications and safety requirements. Continuous monitoring by the Needham Group's employees does not mean that the Needham Group is observing or verifying all site work or placement of aU materials. Client agrees that the Needham Group wiD only make on-site observations appropriate to the field services provided by the Needham Group and will not relieve others of their responsibilities to perform the work.

9. Test and Sampliug .Locations: Unless otherwise specified in the Contract Document, the accuracy of test or sample locations and elevations will be commensurate only with pacing and approximate measurements or estimates. The Client should retain the services of a professional swveyor, if greater accuracy is required. Client will furnish a diagram indicating the accurate location of the site. Sample locations may also be indicated on the diagram. The Needham Group reserves the right to deviate a reasonable distance from the horiDg and sample locations unless this right is specifically revoked by the Client in writing at the time the diagram is supplied.

10. Samples aDd Equipment: The Needham Group will not retain any samples obtained from the project site for more than 30 days, or as required by law, after submitting its report or issuing written tests results. At no time does the Needham Group assume title to any samples; all samples shall remain the property of the Client

All laboratory and field equipment contamiDate<i during the Needham Group's Services which cannot readily and adequatelY be cleansed of its hazardous contaminants sbaU become the property and responsibility of the Client The Client shall purchase all such equipment as an expense of the Services, and it shall be turned over to the Client for proper disposal unless otherwise specified in the Contract Document

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II. Engioeering aod Coostrudioo Services: If the Services provided in the Contract Document only require construction materials testing, engineering and/or construction subsurface exploration, the Needham Group assumes Ibat there are no hazardous substances or constituents in the soils or groundwater underlying the site. The Needham Group's duties and responsibilities are limited to petfurming tests and monitoring of specific construction activities as outlined in the Contract Document.

Unless otherwise specified in the Contract Document, any consulting, testing or monitoring related to environmental conditions, including, but not limited to hazardous waste. soil or groundwater contamination, or air poUutants are not part of the Needham Group's engineering and construction Services. If it becomes apparent during the field exploration that hazardous substances or constituents may be present., field operations will be terminated.

12. OpinioDI of Cosu: The Needham Group will provide estimates of costs for remediation or construction as appropriate based on available data, designs or recommendations. However, these opinions are intended primarily to provide information on the range of costs and are not intended fur use in firm budgeting or negotiation unless specifically agreed to in writing by the Needham Group.

13. Safety: The Needham Group shall not., unless otherwise specified in the Contract Document., be responsible for health and safety procedures, cons1ruction means, methods, techniques, sequences, or procedures, nor be responsible for the acts or omissions of contractors or other parties on the site.

14. Utilities: Unless otherwise specified in the Contract Document., it is Client's responsibility to mark: or furnish the locations of all underground man-made obstructions. Client shall indemnifY, defend and hold harmless the Needham Group ftom and against any claims, losses or damages inCUJTed or asserted against the Needham Group related to aient's failure to mark:, protect or advise the Needham Group of underground structure or utilities.

IS. Roof Cuts: UnJess otherwise specified in the Contract Document., if roof cutslsamples are required by the Services in the Contract Document, it is the responsibility of the Client to make the appropriate repairs to these roof cuts. If a roofing contractor or maintenance personnel selected by the Client is not on the roof to make repairs at the time samples are obtained, the Needham Group may make temporary repairs, which may resu1t in additional charges. Needham Group personnel are not certified in rooting repair therefore the Needbam Group under no circumstances shall be responsible for any water damage to the rooting system, building or its eootents resulting from the Needham Group's temporary repairs.

16. Hazardous Cooditious or Substances: The Client acknowledges that the Needham Group has neither created or contributed to the creation or existence of any hazardous., radioactive, toxic, irritant., pollutant., substance or constituent, or otherwise dangerous conditions at the site. AU site generated hazardous and non­hazardous waste, including but not limited to samples, drilling fluids, decontamination fluids, development fluids, soii cuttings, and used disposable protective gear and equipment, are the property of the Client.

17. Right to Stop Work: H; during the performance of Services, any unforeseen hazardous substance, material, element, constituent., condition, or occurrence is encountered which, in the Needham Group's reasonable judgment significantly affects or may affect the Services, the risk involved in providing the Services, or the recommended scope of Services, the Needham Group may immediately suspend work.

18. Indemnification: The Needham Group shall indemnifY and hold harmless Client, its employees, officers, directors,

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subsidiaries, and agents against claims, demands and lawsuits, including reasonable attorney's fees to the extent arising out of or caused by the negligence or willful misconduct of the Needbam Group or its subcontractors in connection with all activities conducted in the performance Services under this Agreement. The client shall indemnifY and hold hannJess the Needham Group its employees, officers, directors, subsidiaries, and agents from and against claims, demands, and lawsuits, including reasonable attorney's fees, to the extent arising out of or caused by the negligence or willful misconduct of the Client or other contractors retained by Client in connection with all activities conducted in the performance of Services under this Agreement.

19. Limit of Liability: The Needham Group's total liability for the Services shall not exceed the proceeds from insurance. Client agrees that all indemnifications granted to the Needham Group shall also be extended to those subcontractors, individuals, or organizations retained by the Needham Group for performance of the Services.

20. CoolequentiaJ Damages: In no event shall either party be liable to the other party for any consequential, incidental, punitive, or indirect damages including but not limited to loss of income, loss of profits, loss or restriction of use of property, or any other business losses regardless if such damages are caused by breach of eootrsct., negligent act or omission, other wrongful act., or whether the Needham Group shall be advised, shall have other reason to know, or in fact shall know of the possibility of such damages.

21. Oient IDdemoity: Client waives to the maximum extent permitted by law, its rights and agrees to indemnifY and hold harmless, the Needham Group its employees, officers, directors, subsidiaries, and agents against any and all claims for injury or loss sustained by any party, including the United States, from such exposures or from the presence of any such hazardous substance, constituent, or condition at the site.

Client further agrees to pay on the Needham Group's behalf any judgment resulting against the Needham Group, including any interest ftom and against any and all claims and liabilities in connection with toxic or hazardous substances or constituents. This indemnity includes but is not limited to the following:

a) The Needham Group acting as aieot's agent, wben required or requested as part of the Contract Document to sign any hazardous waste manifest or other document related in any way to the indemnification, handling, storage, disposal or other matter involving hazardous materials associated with this project, or when required or requested to make arrangements for proper transportation and disposal ofwastc.

b) Client's violation of any federal. state or local statute, regulation or ordinance relating to the handling, storage or disposal of toxic or hazardous substances or constituents.

c) Client's undertaking of or arranging for the handling, removal, treatment., storage, transportation or disposal of toxic or hazardous substances or constituents found or identified at the site; including contaminated samples and equipment, toxic or hazardous substances or constituents introduced at the site by aient or third persons before or after completion of the Services.

d) Allegations that the Needham Group is handler, generator, operator, treater or storer, transporter or disposer under the Resource Conservation and Recovery Act of 1976, Comprehensive Environmental Response, Compensation and Liability Act, or any other similar federal, state or local regulations or law.

e) A third party brings suit or claim for damages against the Needbam Group alleging persooaI injury or property damage from exposure to or release of toxic or hazardous substances or constituents at or from the

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project site before, during or after the Services provided under this Conttaet Document.

t) Any claim or liability for injury or loss as a result of cross­contamination caused by drilling and/or sampling.

22. Warranty: The Needham Group is not a manufacturer. If any equipment is used or purchased by the Needham Group for a project the manufacturer's warranties if any on the equipment arc solely those of the manu:fucturer. The Needham Group makes no other representation, guarantee, or warranty, expressed or implied, in filet or by law, whether of merchantability, fitness for any particular purpose or otherwise, concerning any of the goods or Services which may be furnished by the Needham Group to Client

23. Documeuts: Project-specific documents and data produced by the Needham Group under this Agreement shall, upon receipt of final payment, become the property of Client The Needham Group shall have the right but not the obligation to retain copies of all such materials.

24. Renanee: Documents and data produced by the Needham Group arc not intended or represented by the Needham Group to be suitable for use or reliance beyond the scope or purposes they were originally prepared for or for anyone except Client Any such unauthorized use will be at the Client or third party's sole risk.

25. Claims: Client agrees to pay the Needham Group's costs (including reasonable attorney's fees) for defending the Needham Group against any claims that a third party or a regulatory agency asserts against the Needham Group related to the Services that were provided to Client Claims include legal actions by a third party or a regulatory agency that arc based upon the discoveries, findings or conclusions disclosed in reports supplied to Client by the Needham Group. Client agrees to pay the Needham Group's cost (including reasonable attorney's fees) for defending the Needham Group against any claims Client makes related to the Services that arc not adjudicated to be valid

26. Subpoenas: The Client is responsible for payment of time charges and expenses resulting from the Needham Group's response to subpoenas issued by any party, involving any legal or administrative proceeding in which the Needham Group is not named as a party, in connection with work performed under this Agreement. Charges are based on fee schedules in effect at the time the subpoena is served. The Needham Group shall not object on Client's behalf to any subpoenas, but wiD make reasonable efforts to cooperate with Client if Client chooses to object.

27. Termination of Contract: This contract may be terminated by either party upon thirty (30) days written notice unless otherwise specified in the Consulting Agreement and/or Proposal A.cceptanCe Form signed by both parties. In the event of termination or suspension, by the Client, the Needham Group shall be paid for Services performed prior to the termination date plus reasonable termination and suspension expenses.

28. Assignment: Neither the Client nor the Needham Group may assign, or transfer its benefits, rights, duties or interest in this Agreement without the written consent of the other party. This Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties.

29. Foree Majeure: Neither Client nor the Needham Group shall hold the other responsible for damages or delays in performance caused by uncontrollable events, which could not reasonably have been

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anticipated or prevented, including but not limited to, acts of God, the public enemy, acts of the Government of the United States or of the several states, or any foreign country, or any of them acting in their sovereign capacity, materially different site conditions, wars, riots, terrorism, rebellions, sabotage, l:b:es, explosions, accidents, floods, strikes, or other conceded acts of workers, lockouts, or changes in laws, regulations or ordinances.

30. General Provisions: The captions and headings throughout this Agreement arc for convenience only and do not define, limit, modifY, or add to the meaning of any provision of this Agreement. If any provision of this Agreement is in conflict with any provision of the proposal, the terms and conditions of this Agreement shall prevail unless the conflict concerns the scope of Services to be provided. If any provision shall to any extent be deemed invalid, it shall be modified if possible to fulfill the intent of the parties as reflected in the original provision and the remainder of this Contract shall not be affected This Agreement represents the entire understanding between the parties relating to the described Services and supersedes any and all prior Agreements whether written or oral.

The validity, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the state in which the project is located. Any legal action arising out of this Agreement shall be venued in a court of competent jurisdiction within the state and country of the project site.

No waiver by either party of any default by the other party in the performance of any provision of this Agreement shall operate as or be construed as a waiver of any future default, whether like or different in character.

The Needham Group is solely responsible for the performance of this Agreement, and no parent, subsidiary or affiliated company, or any of its directors, officers, employees, or agents shall have any legal responsibility whether in contract or tort, including negligence.

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LEASE AGREEMENT

THIS AGREEMENT (AGREEMENT), entered into as of this 13th day of June 2013, by and between the Hudson City School District, with its central administrative offices at 215 Harry Howard Avenue, Hudson, New York 12534 ("Landlord") and the BOARD OF COOPERATIVE EDUCATIONAL SERVICES, RENSSELAER, COLUMBIA and GREENE COUNTIES, a body corporate, duly created pursuant to the Education Law of the State of New York, d/b/a "QUESTAR III", with an office at 10 Empire State Blvd., Castleton, New York 12033 ("Tenant"). Landlord and Tenant may be hereinafter referred to as the Parties.

WHEREAS, the Parties have reached an agreement for the lease by Landlord to Tenant of certain premises described in Section 1.1 of this AGREEMENT.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I -- LEASE

1.1 Leased Premises. Subject to the terms and conditions herein set forth, Tenant hereby rents from Landlord and Landlord hereby leases and grants to Tenant ten (10) classroom(s) in a building commonly known as Hudson High School located at 215 Harry Howard Avenue, Hudson, New York 12534 together with the right to use its support facilities including, but not limited to: parking spaces, toilets, gymnasiums, libraries, hallways, recreation areas, cafeterias, and other areas of a like or similar nature.

Landlord may not re-designate, alter, discontinue or reduce all or part of the Leased Premises without Tenant's prior written consent.

1.2 Rentals to include. Rentals will include an adequate supply of appropriate classroom furnishings. Student desks and chairs, teacher desk and file cabinet, work table, shelving for books and supplies, clock, chairs, chalk board, bulletin board and / or student locker or cloak room facilities, student and staff access to cafeteria services and facilities, routine administrative attention and direction in the conduct of fire and shelter drills, actual emergency, disruptive student behavior, or other crisis situations, student and staff access to other special purpose rooms or activities normally accessible to others in the building.

ARTICLE 1/ ~. SERVICES TO BE PROVIDED BY LANDLORD

2.1 Subject to Article V and 6.2 hereof, and not by way of limitation, Landlord at its sole cost and expense shall provide the following to the Leased Premises: structural maintenance of the Leased Premises; heat; air conditioning, if any; plumbing; water; maintenance of the Leased Premises; cleaning services each school day, five days per week (Monday through Friday unless otherwise agreed in writing by the Parties) and any other custodial services normally performed for Landlord's common areas.

ARTICLE 11/ -- LEASE TERM; PA YMENTS; RENEWAL

3.1 Lease Term. The term of this Lease shall commence on July 8, 2013 and shall terminate at 11:59 p.m. on August 16, 2013 (the "Lease Term"). If Landlord is unable to give possession of the Leased Premises to Tenant on the date of the commencement of the Lease Term, rent shall abate for the period that possession by Tenant is delayed, but the Lease Term shall not extend beyond August 16, 2012. If such delay shall continue for more than thirty (30) days, then Tenant may, at any time within ten (10) days after the expiration of such thirty (30) day period, give Landlord a notice of election to terminate this Lease. This Lease shall terminate on the date provided in such notice and thereafter Tenant shall not be further obligated to Landlord under this Lease.

3.2 Rental Payments. In consideration of the covenants and obligations herein undertaken by Landlord, Tenant shall pay to Landlord an annual rental of six thousand three hundred dollars ($6,300.00) (the "Annual Rent"). The Annual Rent shall be paid as follows: $6,300.00 for 6 weeks, commencing on July 8, 2013.

Tenant may elect to occupy fewer classrooms by giving Landlord written notice sixty (60) days prior to the anniversary date of this AGREEMENT. In such event, the amount paid to Landlord shall be reduced by the amount of rent to be paid per classroom and the ancillary services fee attributable to such classroom(s), unless otherwise agreed in writing by the Parties.

ARTICLE IV -- USE OF LEASED PREMISES

4.1 Tenant shall use and occupy the Leased Premises during the Lease Term and any Renewal Term for general and special educational purposes, which may include, without limitation, use as office space or storage space. Landlord represents that the Leased Premises lawfully may be used for such purposes.

ARTICLE V -- RESPONSIBILITIES OF LANDLORD

5.1 Snow Removal. Landlord shall provide and pay for all snow and ice removal from the parking lots, driveways, sidewalks and doorways serving the Leased Premises.

5.2 Maintenance by Landlord. Landlord shall, at Landlord's sale cost and expense, maintain the structural integrity of the Leased Premises, including without limitation, the roof, foundation, exterior walls, windows, window glass, plate glass and all doors, and shall maintain, repair and replace as necessary, at its sole cost and expense, all water, sewer or utility pipes, and water or utility meters serving the Leased Premises. Landlord shall maintain, repair, and replace as necessary all major systems serving the Leased Premises, including without limitation, air conditioning systems, if any, electrical systems, heating systems and plumbing systems, during the entire Lease Term in good working order and condition at Landlord's sale expense. Tenant shall give immediate notice to Landlord or Landlord's agent of the need for repairs or maintenance of which Tenant has actual knowledge, and Landlord shall proceed promptly to make such repairs or replacements, or perform such maintenance required of Landlord hereunder. All repairs, replacements and maintenance shall comply with the regulations of the Commissioner of Education of the State of New York, Compilation of Codes Rules and Regulations

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(tlNYCRR") Title 8 Part 155 and the Americans with Disabilities Act. The foregoing notwithstanding, any such repairs or replacements made necessary solely by Tenant's negligence shall be the responsibility of Tenant.

5.3 Grounds keeping. Landlord shall maintain the parking lots, driveways, sidewalks, common areas, and all exterior landscaping serving the Leased Premises at Landlord's sole cost and expense, as needed to maintain the standards of maintenance and appearance for similar buildings in similar localities.

5.4 Preparation for Occupancy and Possession. As a condition precedent to Tenant's obligations hereunder, prior to the commencement of the Lease Term, Landlord shall complete all construction work required to obtain a certificate of occupancy for the Leased Premises as required by law, if any, and shall provide Tenant with the original certificate, or a copy of such certificate certified as true and complete by the appropriate governmental authority. All work shall comply with all applicable laws, rules, regulations, ordinances and orders, including, without limitation, NYCRR Title 8, Section155.2, and be completed to the reasonable satisfaction of Tenant. The Leased Premises shall comply with all applicable regulations of the Commissioner of Education of the State of New York applicable to such facilities. At least 72 hours prior to the commencement of the Lease Term, Landlord shall afford Tenant and its employees, agents and contractors, if any, access to the Leased Premises to inspect and verify the performance of all such work and compliance with the terms of this Lease. Landlord agrees to correct promptly any condition Tenant or the New York State Education Department ( SED) determines to be deficient.

ARTICLE VI -- UTILITY CHARGES

6.1 Utilities. Landlord shall pay all charges for water, heat and electricity used, rendered, or supplied upon or in connection with the Leased Premises, during the Lease Term or any Renewal Term, subject to the provisions of paragraph 7.2 of this AGREEMENT providing for payment by the Tenant of the costs associated with Tenant's use of electricity at the Leased Premises.

ARTICLE VII -- TENANT'S OBLIGA TIONS

7.1 Maintenance and Repairs. Tenant shall take good care of the Leased Premises. At the end or other expiration of the Lease Term or any Renewal Term, Tenant shall deliver up the Leased Premises in good order and condition, damages by the elements and reasonable wear and tear excepted. Tenant shall make no alteration or changes in the Leased Premises unless it has first received written consent from Landlord. Such consent shall not be unreasonably withheld. Notwithstanding anything contained herein, the parties agree that Tenant shall be under no obligation to make structural repairs to the Leased Premises or the Building or correct structural defects, and that all such repairs or corrections shall be performed by Landlord.

7.2 Electrical Utility Costs. Landlord is responsible for furnishing all utilities associated with the Tenant's use of the Leased Premises except telephone service.

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7.2 Compliance With Laws. Tenant shall promptly execute and comply will all statutes, ordinances, rules, orders, regulations and requirements of the Federal, State and local governments and of any and all their departments and bureaus applicable to the Leased Premises, for the correction, prevention, and abatement of nuisances or other grievances, in, upon, or connected with the Leased Premises during the Lease Term and any Renewal Term; and shall also promptly comply with and execute all applicable rules, orders and regulations of the New York Board of Fire Underwriters, or any other similar body.

7.4 Assignment/Subletting. Tenant, its successors, representatives, heirs, executors or administrators shall not assign this AGREEMENT, or underlet or underlease the Leased Premises, or any part thereof, or make any alterations on the Leased Premises, without Landlord's prior written consent; or occupy, or permit or suffer the same to be occupied for any business or purpose deemed disreputable or extra-hazardous on account of fire, under the penalty of damages and forfeiture, and in the event of a breach thereof, the Lease Term shall immediately cease and terminate at the option of Landlord as if it were the expiration of the original Lease Term.

7.5 Tenant's Default. If the Leased Premises, or any part thereof shall be abandoned during the Lease Term or any Renewal Term, or if any default be made in the payment of the Annual Rent or any Rental Payment or any part thereof, or if any default be made in the performance of any of Tenant s covenants herein contained, Landlord or Landlord's representatives may re-enter the Leased Premises by summary proceedings and remove all persons therefrom, without being liable to prosecution therefor. Landlord may rent the Leased Premises on behalf of Tenant, reserving the right to rent the Leased Premises for a longer period of time than fixed in the original lease without releasing Tenant from any liability, applying any moneys collected to the payment of the Annual Rent and all other charges due and to grow due to Landlord, any surplus to be paid to Tenant.

7.6 Signs. Tenant shall neither place, or cause or allow to be placed, any sign or signs of any kind whatsoever at, in or about the entrance to the Leased Premises or any other part of same, except in or at such place or places as may be indicated by Landlord and consented to by Landlord in writing. Such consent shall not be unreasonably withheld. If Landlord or Landlord's representatives shall deem it necessary to remove any such sign or signs to paint the Leased Premises or the Building or make any other repairs, alterations or improvements in or upon the Leased Premises, Landlord shall have the right to do so, providing the same be removed and replaced at Landlord's expense, whenever such repairs, alterations or improvements shall be completed.

ARTICLE VIII- REPRESENTATIONS AND WARRANTIES OF LANDLORD

8.1 Title. Landlord alone holds title to the Building and the Leased Premises in fee simple and has all necessary right, title and authority to enter into this Lease and perform Landlord's obligations hereunder.

8.2 Legal Actions. There are no legal actions pending or threatened by any party, which, if adversely determined, would adversely affect Landlord's ability to lease the Leased Premises to Tenant as contemplated herein. There are no actions, legal proceedings or any governmental proceedings or investigations pending or threatened that otherwise affect the Leased Premises or the Building or that could adversely affect the ability of Landlord to carry out Landlord's obligations hereunder.

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8.3 Compliance with Laws. The Building, the real property upon which the Leased Premises are located, the Leased Premises and Tenant's proposed use of the Leased Premises as provided in this Lease, presently comply and will comply during the Lease Term and any Renewal Term, in all material respects, with all applicable restrictive covenants, agreements, zoning and subdivision ordinances, and all applicable building codes, laws and regulations, including, without limitation, those governing asbestos and NYCRR Title 8, Section 155.4.

8.4 Eminent Domain. Landlord has received no notice of any condemnation or eminent domain proceedings or negotiations for the purchase of all or any portion of the Building in lieu of condemnation and, to the best of Landlord's knowledge, after due inquiry, no condemnation or eminent domain proceedings or negotiations have been commenced or threatened in connection with the Building or any portion of it.

8.5 Condition of Building. The Landlord represents that a valid certificate of occupancy will and shall exist for the Building and the Leased Premises, during the entire Lease Term and any Renewal Term.

8.6 Environmental Condition. The real property upon which the Leased Premises are located and the Leased Premises are free from any known under or above ground contamination or pollutants. Landlord has no knowledge that such real property or the Leased Premises or any portion thereof have ever been used as a waste site, dump, junkyard, landfill, waste collection site, industrial facility, or similar purpose. The water system in the Leased Premises is free from contamination and the water supplying the Leased Premises is potable.

8.7 Authorization. The execution, delivery and performance by Landlord of this Lease is not threatened with invalidity or unenforceability by any action, proceeding or investigation pending or threatened by or against Landlord, jointly or severally, or the Leased Premises or any part thereof, and does not and will not: (1) require any consent or approval of any third party, except as provided in Section 11.2 hereof; (2) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination, award or other restriction presently in effect having applicability to Landlord; or (3) result in a breach of, or constitute a default under, any indenture, lease or any other agreement or instrument to which Landlord is party or by which Landlord or its properties may be bound or affected, create or cause to be created any mortgage, lien, encumbrance or charge on the Leased Premises other than those permitted by this Lease, if any. Landlord is not in violation in any material respect of any such law, rule, regulation, judicial order, other restriction or any such indenture, agreement, lease or instrument.

8.8 Binding Obligations. This AGREEMENT constitutes a legal, valid and binding obligation of Landlord and its successors and assigns, enforceable against the Landlord and its successors and assigns, in accordance with its terms except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or similar laws affecting the rights of creditors generally and subject as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or equity).

8.9 Right of Entry. Tenant agrees that Landlord and Landlord's agents and other representatives shall have the right to enter into and upon the Leased Premises, or any

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part thereof, at all reasonable hours for the purpose of examining the same, or making such repairs or alterations therein as may be necessary for the safety and preservation thereof. Such right of entry shall be upon reasonable notice to Tenant.

ARTICLE IX -- FIRE AND CASUAL TY DAMAGE

9.1 Repair by Landlord. If the Leased Premises are damaged by fire or other casualty, and unless this Lease is terminated pursuant to Section 227 of the New York Real Property Law, Landlord promptly shall use all available means to repair the Leased Premises and any leasehold improvements installed by Landlord and/or Tenant, and Tenant shall reconvene its activities on the Premises within thirty (30) days after written notice from Landlord that Landlord has completed Landlord's reconstruction obligations with respect to the Leased Premises. Landlord's obligation to repair shall not be subject to delays that may arise by reason of adjustment of loss under insurance policies; provided, however, that such obligation to repair shall be subject to other delays beyond Landlord's reasonable control.

ARTICLE X -- EMINENT DOMAIN

10.1 Total Taking. If, during the Lease Term or any Renewal Term, all or a substantial part of the Leased Premises should be taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or condemnation, or should be sold under threat of such action, this Lease shall terminate and the Annual Rent shall be abated during the unexpired portion of this Lease, effective from the date that such authority takes possession of the Leased Premises.

10.2 Partial Taking. If less than a substantial part of the Leased Premises is taken for public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or condemnation, or if sold to such authority under threat of such action, Landlord, at Landlord's option, may by written notice, terminate this Lease or shall forthwith at Landlord's sole cost, expense and risk restore and reconstruct all improvements situated on the Leased Premises to make the same reasonably tenantable and suitable for the purposes for which Tenant leased the Leased Premises, as provided in section 4.1 of this Lease. The rent payable hereunder during the unexpired portion of this Lease shall be adjusted in an equitable manner.

10.3 Award. All damages awarded for any such taking under the power of eminent domain, whether for the whole or any part of the Leased Premises, shall belong to and be the property of Landlord, whether such damages shall be awarded as compensation for diminution in value of the leasehold or for the fee; provided, however, that Landlord shall not be entitled to any award made to Tenant for loss of, or damage to, Tenant's fixtures, improvements and personal property so long as such award to Tenant is in addition to, or exclusive of, any award for compensation for diminution in value of the leasehold and fee. The termination of this Lease shall not affect the rights of Landlord and Tenant to such respective awards.

6

ARTICLE XI -- MISCELLANEOUS

11.1 Modification, Separability, Waiver. This AGREEMENT shall not be modified, amended, altered or changed except by a writing duly executed by Landlord and Tenant, or their successors or assigns. Any provisions of this AGREEMENT found to be prohibited' by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this AGREEMENT. The waiver by either party of any breach by the other of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof.

11 .2 Approval of Lease. This AGREEMENT is subject to approval by SED and compliance with the New York Education Law and all applicable regulations promulgated thereunder. If SED does not grant such approval, both parties will cooperate to modify this Lease to the extent necessary to obtain such approval. If Landlord and Tenant cannot agree on the terms and conditions of any such modification, this Lease shall be deemed to be terminated and neither Landlord nor Tenant shall have any further liability to the other hereunder.

11.3 Approval of Funding. All provisions of this Lease may be subject to the approval of Tenant's funding by one or more government bodies, agencies or instrumentalities thereof. If adequate funding to enable Tenant to meet the terms of this Lease is not provided or shall at any time be reduced, terminated or withdrawn so as to frustrate the purpose for which Tenant entered into this Lease or otherwise make it impossible or impracticable for Tenant to perform any of its obligations under this Lease, Tenant, in its sole discretion, may terminate this Lease upon sixty (60) days written notice to Landlord. If Tenant so terminates this Lease, then all provisions of this Lease shall become null and void and Tenant shall have no further obligation to Landlord under this Lease.

11.4 Quiet Enjoyment. Landlord covenants that Tenant, on paying the Rental Payments as required hereby and performing the covenants set forth herein, shall and may peacefully and quietly have, hold and enjoy the Leased Premises for the Lease Term.

11.5 Counterparts. This Lease may be executed in one or more counterparts each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Any counterpart signed by both parties may be introduced into evidence in any action or proceeding without having to produce or account for the others.

11.6 Notices. All payments, notices, consents, requests, instructions, approvals and other communications given in connection with this Lease shall be in writing and shall be deemed to have been validly made or given when delivered personally, or when received if properly deposited with the United States Postal Service by postage prepaid certified or registered mail, return receipt requested or with a nationally recognized overnight courier service to the address set forth below; provided, however, that notice shall be deemed sufficiently given upon such mailing or deposit with such courier service if delivery is refused by the intended recipient or cannot be completed because the intended recipient has not notified the sender of a changed address in accordance with this provision:

7

(a) If to Landlord:

Superintendent of Schools Hudson City School District 215 Harry Howard Blvd Hudson, NY 12534

(b) If to Tenant:

Questar III 10 Empire State Blvd. Castleton, New York 12033 Attn.: Carrie Nyc-Chevrier

with a copy to:

Ms. Susan Di Donato School Attorney Questar III 10 Empire State Blvd. Castleton, New York 12033

or to such other name or address as any party shall have specified by notice in writing to the other party.

11.7 Brokers. Landlord and Tenant each warrant to the other that no real estate broker has been involved in this transaction and that no broker's or agent's commission or finder's fee is owed to any person or entity in connection with this transaction. Landlord shall indemnify and hold Tenant harmless against any claims for broker's or agent's commissions or finder's fees made by any broker, agent or other person or entity in connection with this Lease.

11.8 Binding Effect. All the terms, conditions and covenants of this Lease shall be binding upon Landlord and Tenant and their respective heirs, executors, successors, and assigns.

11.9 Captions; Language. The captions or headings of paragraphs in this Lease are inserted for convenience only, and shall not be considered in construing the provisions hereof. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular shall be held to include the plural, unless the context otherwise requires.

11.10 Governing Law. This Lease shall be governed by, construed, and enforced in accordance with, the laws of the State of New York without reference to the principles of conflict of laws thereof, if any, that would operate to defeat the application of New York law.

8

11.11 Fully Negotiated Agreement. This Lease has been fully negotiated in an arm length's transaction and neither Landlord nor Tenant has been coerced in any manner to execute this Lease. Each party has had the opportunity to employ legal counsel and seek advice from such counsel with respect to this Lease, its obligations, terms, and implications, and has sought and received such counsel and advice. Neither this Lease, nor any term or provision of this Lease shall be construed against either Landlord or Tenant as a result of the drafting of this Lease or any term or provision thereof by Landlord or Tenant, or their respective counsel.

IN WITNESS WHEREOF, Landlord and Tenant have caused this AGREEMENT to be executed as of the day and year first above written.

LANDLORD:

By:

Name:

Title:

QUESTARI~

BY:U~ Name: Title:

ROBERT GIBSON BOARD PRESIDENT

9

SCHEDULE 1.1

DESCRIPTION OF LEASED PREMISES

(describe the leased premises by indicating specific classroom numbers and other descriptors) .

Regional Summer School Program Classrooms: W201 a

W201b W203 W204 W205 W206 W207a W207b W208 W214 W220

10

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IHO Rotational List Selection ? Help You should contact Hearing Officers in the order they appear on the screen.

IIho IdllLast Name IIFirst Name IIMiddle N amellSuffixl

I 51811FEINBERG I I RONA II II I

I 8611FLAME I I LANA lis II I

I 8711FREED IIDOLORES llF II l

I 61211GREENWOOD IIROBERT IIH. II I I 9711HEINRICH IICOLLEEN II II I

I 10311KANDILAKIS IIGEORGE II II I

I 10611KEHOE IIMARTIN II IIIII I

I 11311LASSINGER IIDORA II II I I 11611LAZAN IIMICHAEL II 1/ I I 11711LEDERMAN IINANCY II II I

I 12111LUBAN IIEDWARD II II I

I 53711MCKEEVER IiJAMES II II I I 13211MONK ilJAMES IIA II I I 5401lMOORE IICHRISTINE II II I I 62 0 IIMURPHY IILEAH IlL. II I I 13911NORLANDER IlKAREN II II I I 140llNYDICK IIDAVID II II I

I 143110RLAND IIJANICE 11K. IIEDD I

I 15311RITZENBERG "KENNETH lis, II I I 15411ROBERTS II GEORGE IIHUNTER 1/ I I 15611ROSEN IIpAUL II IIEsQ I

I 16311sCHAD I/JEROME II IIEsQ I

I 62711sCHIRO IIJEFFREY II II I

I 54811 S CHNEIDER IIJUDITH II II I II II /I 1/ II I

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I 176/ITESSLER II CRAIG II II I I 182]ITURETSKY IIAARON II II I I 186llWALSH IIJAMES II II I I 1871/WANDERMAN/ICARL IlL, II I I 63111wASSER II TINA II II I I 19711WOLMAN IIMINDY IIG, II I II 19~IIWOOLEY IIJOSEPH II II I I 50llAGOSTON IILINDA II II I I 5211ALEXANDER IIJOAN liB, II I I 5411ALMELEH IILYNN II II I

I 6111BAUCHNER II STUART II II I

I 6611BRIGLIO IIROBERT II II I I 6711BRILLING IIJACLYN IIA IIESQ I

I 701lBUMBALO IlpAUL II

" I

I 7411cOHEN liD lANE II II I

I 80llDIMEO II MARYANNE II II I Records 1 to 40 of 40

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School Tax Warrant

To the Tax Collector of the Hudson City School District, of the City of Hudson, County of Columbia, State of New York:

You are hereby authorized, directed and commanded:

1. To collect from every person named on the attached school tax assessment roll the

sum set opposite his name or the amount due from any person specified therein, in the same

manner and with the same powers that collecting officers in towns are authorized to collect

taxes levied by the Board of Supervisors, in the total amount of $20,652,449.00

The taxes herein authorized to be collected are levied for the funds and the purposes set forth

in the attached summary of the 2013-2014 fiscal year budget of the Hudson City School

District of the City of Hudson, New York and in Resolutions of the Board of Education

appertaining thereto.

2. Upon receipt of this tax roll and warrant, to mail to each owner of the real property

listed thereon a statement showing the amount of taxes due on his property, the period covered

by such taxes, the time and places fixed for receiving taxes and the name and address of the

collecting officer.

3. To cause immediately a notice to be published in the Register Star, official

newspaper of the Hudson City School District of Hudson, New York, at least twice, stating

that a warrant for the collection of school taxes has been received by you; and that taxes will

be received by The Bank of Greene County, Fairview Plaza and Proprietors Hall Office,

Hudson, New York, without penalty, all taxes as may be voluntarily be paid during the

following collection period authorized pursuant to a resolution fully adopted by the Board of

Education of the City of Hudson:

(a) From July 15,2013 to August [5,2013, during which period the first installment of

said taxes may be paid without interest or penalty; if not so paid, interest shall be added to the

amount of any such installment, at the rate of one (1) percent for each month period, or part

thereof from August 16, 2013 until such installment is paid or to the return of this warrant.

whichever shall be the sooner.

(b) From September 15, 2013 to October 15,2013 during which period the final

installment of said tax may be paid without interest or penalty; if not so paid, interest shall be

added to the amount of any such installment at the rate of one (1) percent from October 16,

2013 for each one month period or part thereof. until such installment is paid, or to the return

of this warrant, whichever shall be the sooner.

(c) No installment may be paid unless all prior installments of current taxes. including

shall have been or shall be paid at the same time.

The warrant delivered hereunder will October 31, 2013 but may be extended

provided by law.

4. To deliver or mail tax receipts, when taxes are paid, to all taxpayers who pay such

tax.

5. To deliver to the Board of Education on November 15,2013, an account of all

taxes remaining unpaid, containing name under which each tax is assessed, a description of

the property on which the tax is unpaid as the same was placed on the tax list, together with

the amount of tax so assessed in one column, and the accrued interest and penalty in a parallel

column opposite such property, accompanied by your affidavit that the taxes so listed are

unpaid.

6. To perform all acts necessary to collect all delinquent taxes after the expiration date

of the warrant on October 31, 2013 in the manner provided by law.

7. To turn to the Treasurer of the Hudson City School District of Hudson, New York

all monies collected by you not later than the next business day following receipt of such

monies.

8. This warrant, together with the aforesaid tax list shall be filed in the office of the

Clerk of the Hudson City School District within twenty (20) days after its return.

9. The mandates of this warrant are to be strictly enforced according to the terms

herein contained.

10. This warrant is issued pursuant to the authority contained in Article 13, Section

1318 of the Real Property Tax Law of the State of New York.

11. This warrant is effective immediately upon being signed by a majority of the

members of the Board of Education of the Hudson City School District, Hudson, New York.

Given under our hand and seal of the Board of Education of the City School District of

Hudson, New York on the 1st day ofJuly, 2013

President Board of Education

Vice President, Board of Education

Member, Board of Education

Member, Board of Education

Member, Board of Education

Member, Board of Education

Board of Education

ATTEST:

Clerk,