SELINSGROVE BOROUGH COUNCIL SPECIAL MEETING Thursday, December 19, 2024 - 4:00 P.M. Borough Council Chambers, One North High Street, Selinsgrove, PA 17870 AGENDA CALL MEETING TO ORDER - Richard P. Mease, President of Council A. Roll Call of Council Members Present To Establish AC Quorum (C/Ps Viker, Maul, Frost, Cox, Schleider and Owens) B. Identification of Others Present: Borough Manager/Secretary Lauren A. Martz, Mayor. Jeff Reed, Solicitor Robert Cravitz, Borough Treasurer Sheri Badman, Recording Secretary Carrie Briggs, Other Borough Employees, Persons Listed on Agenda, Others who have signedi in and may orr may not wish to address Council. II. GOVERNMENT/NON-GOVERNMENTAL AGENCIES TO BE HEARD HI. OTHER PERSONS TOI BE HEARD - Public Comment Period onas specificA Agendai item when brought up for discussion) IV. COMMITTEE/COMMISSION/BOARD REPORTS: (Name and. Address tob be given prior to comments and comments limited to5 51 minutes) (Visitors mayi indicate that they wish to comment A. Othersi in Attendance A. FINANCE & BUDGET COMMITTEE = Bobbie Owens, Chairman Protection, and 0.51 Mills for Ambulance Equipment (see attached) 2. Adopt the 2025E Budget (see attached) 3. Approve Airiam IT Service/ Ageements3831.8monh (see attached) 4. PUC Recommendationt for Utility Shutoffs (see attached) B. CIVIL SERVICES COMMISSION - Dalton Savidge, Chairperson 1.A Authorization to advertise for two (2) Police Officers B. BOROUGH MANAGER - Lauren A. Martz 1. Adopt the REVISED 20251 Meeting Dates (see attached) 2. Adopt Resolution: 2024-12 HMGP Agent (see attached) 1, Adopt Ordinance No. 880 authorizing the Tax Rate for 2025 at 26.51 Mills; 24.5 Milis for General Purposes, 1.51 Mills for Fire V. NEWBUSINESS A. COUNCIL MEMBERS B. MAYOR C. OTHERS VI. ADJOURNMENT 2025 Vacancies - Please provide information fori interested parties willing to serve on the various oardscommisioncomnite. HAPPY HOLIDAYS TO ALLIN! Page 1 of1 NOTICE NOTICE is hereby given that the Council of the Borough of Selinsgrove, Snyder County, Pennsylvania,intends to consider, and anticipates enacting, an ordinance entitled: TAXLEVY ORDINANCE ORDINANCE NO.880 AN ORDINANCE OF THE BOROUGH OF SELINSGROVE, COUNTY OF SNYDER, COMMONWEALTH OF PENNSYIMANIA,FIAING THE TAX RATES YEAR 2025. The proposed Ordinance shall fix the tax rate on all real estate within the Borough of Selinsgrove for the year 2025 at twenty-four and five-tenths (24.5) mills for general purposes, one and five-tenths (1.5) mills for fire protection, and five-tenths (0.5) for ambulançe and emergency services, forat total of twenty-six and five-tenths (26.5) mills. Copies of the proposed Ordinance may be reviewed at the Selinsgrove Borough Office, Selinsgrove Community Building, 11 North High Street, Selinsgrove, Pennsylvania, or at the Cravitz Law Office, Borough Solicitor,503 North Market reselimgpe,amy.aA The Borough Council intends to consider, and anticipates enacting, the proposed Ordinance at the Borough Council Chambers, Selinsgrove Community Building, 11 North High Street, Selinsgrove, Pennsylvania, at its meeting on' Thursday, December 19,2024, at 4:00P.M., or as soon thereafter as the matter may be considered. Robert M. Cravitz., Selinsgrove Borough Solicitor Please publish this notice one (1) time in the legal section of your publication and send bill together with proof of publication to Lauren A. Martz, Selinsgrove Borough Secretary, 1 North High Street, Selinsgrove, PA 17870. Thank you. NOTICE NOTICE is hereby given that the Council of the Borough of Selinsgrove, Snyder County, Pennsylvania, intends to adopt its budget for 2025 at its meeting on Thursday, December 19, 2024, at 4:00 P.M. in the Council Chambers of the Selinsgrove Community Building, 1 North High Street, Selngov,Peyvanin. Proposed budget expenditures are as follows: General Fund: Water Fund Sewer Fund:: Shade Tree Com. Capital Res. Water DCNR Grant JAG Recycling/Disposal Parks & Recreation Capital Projects Capital Res. Equip CDBG Fund Comm. Acq. & Improv Council of Arts Main St. Fund Equipment Fund Pension Fund Sinking Fund Fire Protection Liquid Fuels Fund Total Expenditures: $1,859,556 $ 739,006 $1,253,234 $ 0 $ 0 $ 206,250 $ 846 $ 269,372 52,224 350,000 68,636 111,915 $ 561,951 $ 900 $ 0 $ 0 $ 158,366 $ 210,051 $ 1,000 $ 160.000 $6,003,307 The budget may be reviewed at the Borough Office in the Selinsgrove Community Building, 1 North High Street, Selinsgrove, Pennsylvania, or at the Cravitz Law Office, Borough Solicitor, 503 North Market Street, Seinsgov,Pemny.vama. Lauren A. Martz, Selinsgrove Borough Secretary Airiam Client Name - Selinsgrove Borough SOW - Managed Services Support Agreement This Scope of Work ("SOW")is entered into by and between Airiam MDTI LLC(Airiam')and: Selinsgrove Borough hereto (the "Client") (together, the "Parties" and each, individually, a "Party"). This SOW incorporates by reference Airiam's current Master Services Agreement (the "Services Agreement"), a The pricing set forth in this SOWis! based upon thet following information provided by Client, which. Airiam relied upon to determine the pricing and the Monthly Minimum Amount (MMA) in this this Agreement: copy of which is attached hereto as Exhibit A. Servers: Computers: Locations: Minimum Endpoints 5 18 3 23 Ifa any of the information provided by Client is incorrect or changes, monthly fees and charges pursuant to this Agreement may vary, in Airiam's sole discretion. Any "User" (any individual utilizing the. Airiam Services)must be covered by a SOW or service plan since any device used (including, without limitation, desktops, laptops, and smartphones) will require support, maintenance, monitoring, security software, and consideration on Airiam's part, and each may impact other systems. Failure to include Users inf this Pricing for labor efforts is calculated based upont the information that Client provides to. Airiame regarding Client's environment at the time of agreement creation and the effort expected to be associated with supporting the current environment. Should Client's environment change in ai manner that would require greater labor efforts, or should Client require a higher level of support than initially requested, market conditions shift in a manner unforeseen by either Party, Airiam's annual price increase set forth in the Services Agreement may be adjusted by providing 30-day advanced written notice to Client of the SOW or a service plan may result in failure of the Services. adjustment to the price increase. Initial Term--123/2024 thru 12/2/2025 The Support Agreement will automatically be renewed for an additional full three-month - The price for all services shall" be increased by 5% upon each renewal on the 1st of the period. See MSA for termination notification requirements. month closest to the anniversary oft the Effective Date. MSP Recurring Pricing: The pricing set forth in this SOW requires a minimum number of Endpoints (the Minimum Endpoint Threshold"): as specified above (next to' Minimum Endpoints"). Should the number of Endpoints go below the Minimum Endpoint Threshold, the pricing will not be reduced. Selinsgrove Borough. /Managed Services Pagel Airiam Service Offering Monthly Minimum Amount (MMA) Additional Endpoint Price Monthly Total $3,671.72 $159.64 Additional devices ine excess oft the Minimum Endpoint Threshold will be charged att the above Additional Endpoint Price". All additional Endpoints added during a month will be billed in full for that month. Included and excluded services are further defined in the Services section of this document. Billing will commence at the Estimated Go Live Date 12/3/2024 and all Recurring Services will be Additional quoted and signed services will be billed in addition to this agreement. Similarly additional Servers, Computer, and Locations will need to be scoped and priced accordingly. billed mid-monthly ini the month they occur. Onboarding & Other Single Occurrence Pricing: Onboarding: AIRIAMB documents the Client's environment, reviews alignment and best practices, and implements AIRIAMO Technology Solutions into Client's IT environment. The Onboarding Fee identified above willl be billed 50% on Estimated Onboarding Start Date" and 50% "Estimated Go Live Date".. Any needed hardware or software will be billed upon ordering. Onboarding All Inclusive Fee: $3,671.72 Estimated Onboarding Start Date = 12/4/2024 Estimated Go Live Date = 1/6/2025 Additional Labor: Any labor outside of the scope of this agreement will be billed at $195.00 per hour. This labor will be billed approximately a month following the month in which it was incurred. Contacts & Location Details: Billing Recipient: Name: Phone: Email: Operational Contact: Name: Phone: Email: Office Locations: 1. Selinsgrove Borough /N Managed Services Page 2 Airiam Services: Offering Coverage AIrCTRL Airiam Primary Airiam Primary. Airiam Primary Not Covered Not Covered Airiam Primary Airiam Primary Airiam Primary Not Covered Not Covered Airiam Primary Airiam Primary Airiam Primary AirMonitor Airiam Primary Not Covered AirGapd Airiam Primary AirGuard Airiam Primary Airiam Primary Airiam Primary Cost $42.38 $161.57 $55.00 Server Management Workstation Management MS 365 Management MDM Management Password Management Helpdesk - Level 1 Helpdesk - Escalation Support Helpdesk - LoB Support Helpdesk - 24/7/365 Support Helpdesk- = On Site Support Basic Server Backup - Local MS 365 Backup Annual Recovery Testing AirCTRL - Subtotal Network Monitoring Co-Tools - Basic AirMonitor- = Subtotal $683.10 $379.50 $253.00 $108.90 $73.92 $110.00 $1,867.37 $409.20 $409.20 $293.70 $293.70 $162.43 $129.03 $237.60 Page3 3 Server Backup - mmutable Cloud AirGapd - Subtotal EDR MDR XDR Selinsgrove Borough / Managed Services Airiam Cost $132.00 $79.20 $211.20 Offering Email Protection Security Awareness MFA Management Zerotrust- - Basic Zerotrust - Advanced Penetration Test - Basic Penetration Test - Advanced Incidence Response Retainer Incidence Response - Advanced AirGuard - Subtotal Compliance AirAudit - Subtotal Monthly Minimum Amount (MMA) Coverage Airiam Primary Airiam Primary Airiam Primary Not Covered Not Covered Airiam Primary Not Covered Not Covered Not Covered AirAudit Not Covered $150.00 $1,101.46 $3,671.73 Selinsgrove Borough. / Managed Services Page 4 Airiam Approval & Signature: INI WITNESS WHEREOF, the parties below have executed this SOW as oft the Effective Date. Any modifications to the terms of this SOW must be amended in writing or by a Change Order and must The representatives of the parties signing below are duly authorized to execute this SOW and to bind Please indicate your acceptance oft this agreement by signing below and returning one (1)copy to Airiam. be signed by both parties to be valid. their respective parties tot the terms and conditions contained herein. Airiam Representative: Name Signature Title Date Selinsgrove Borough Representative: Name Signature Title Date Selinsgrove Borough/Managed: Services Page 5 Airiam Exhibit A: Master Service Agreement This SERVICES AGREEMENT (this "Agreement" js entered into by and between Airiam MDT LLC ("Provider") and the entity or organization who is using the Services (provided by Provider (the "Client") together, the "Parties"and each, individually, a "Party") as oft the earlier date of Provider's acceptance of this Services Agreement or Client's use of the Services (the Effective Date").. The parties agree as follows: Statement of Services A. S0W6PoppsasQuoles The services to be delivered by Provider and the fees for those services are described in one or more service Scopes of Work, Proposals, or Quotes ("SOW"), which are incorporated by reference. The services to be provided under the SOWS are known herein as the Services." The SOWs identify the terms and conditions applicable to particular Services. Except for Supplemental Services, and unless otherwise agreed in writing, the services delivered by Provider are limited to those Services described ini the SOWs. In the event of any conflict between the terms of a SOW and the terms of this Services Agreement, the terms int the SOW control. By signing a SOW, Client also agrees tot this Services Agreement ort the SOW shall be null and void. B. Supplemental Services" are limited services and/or equipment Client may need on a' "one-off" or emergency basis that are. not included within the scope of the Services described in the SOWs. Client shall pay additional Service Fees for Supplemental Services. Provider shall notify Client of any such additional Service Fees and shall obtain Client's approval prior to providing any Supplemental Services, through a SOW. Provider has no obligation to determine the need for or to provide any Supplemental Services unless it expressly agrees to do so, and may require additional payment or Client to agree to additional conditions for the performance of any Supplemental Services. All Supplemental Services are provided on an "as-is" basis and include no warranties ofany kind, express or implied. C. Change Procedure If Client wishes to implement changes to Services during the term of an applicable SOW, Clientmust request those changes in writing and must deliver the request to Provider. Provider shall review and return the request to Client with a written evaluation of the changes, including any cost associated with the changes and the impact the changes will have ont the completion of the Services. Following its review of Provider's evaluation, Client then may choose to approve the changes by signing and returning to Provider a copy of Provider's written evaluation, which then will be subject to the terms of this Services Agreement and any applicable SOW. No changes in any SOW will be effective until Provider receives such a Clent-sgnedevaluation of a written change request. II. Fees for Services Selinsgrove Borough. /N Managed Services Page 6 Airiam A. Fees for Services are set forth in SOWs. B. Pass-Through Expenses: Client shall pay Provider's reasonable out-of-pocket expenses, including travel expenses, lodging, meals, or other similar expenses, which may be incurred by Provider in performing Services. Any such Pass-Through Expenses" will be billed at cost and invoiced monthly. If the cost to Provider increases over time, Provider may still invoice the increased amount at cost to Client. C. Invoicing Requirements: Provider shall deliver to Client a monthly invoice. Each invoice generally will include (1)the Service Fees owed for that month, (2) any known Pass- Through expenses for which Client is responsible, and (3) any other applicable charges or fees for the immediately preceding month and other preceding months, including adjustments tot the Service Fees or charges for additional work performed beyond the scope of the SOWs. D. Payment Terms: Client shall pay the full amount seti forth on any invoice as owed to Provider within thirty (30) days of its receipt of that invoice. Client shall pay a late charge of one and one half percent (1.5%) per month or the maximum lawful rate, whichever is less, for alli invoiced amounts not paid within ten (10) days following Client's due date of that invoice (the Payment Deadline"). If Client disputes in good faith all or any portion of the amount due on any invoice, or if Client otherwise requires any adjustment to an invoiced amount, Client must notify Provider in writing, prior to the Payment Deadline, of the nature and basis of the dispute and/or adjustment. The parties shall use their reasonable best efforts to resolve the dispute prior to the Payment Deadline. However, if the parties are unable to resolve the dispute prior tot the Payment Deadline, Client nevertheless shall pay the entire invoiced amount to Provider by the Payment Deadline. Ifitis is ultimately determined that the disputed amount should not have been paid by Client to Provider, Provider shall apply a credit equal to that amount on Client's next invoice. E. Taxes: All charges and fees owed by Client under this Services Agreement are exclusive of any applicable sales, use, excise or services taxes that may be assessed on the provision of the Services. Client is responsible for the payment of any and all such taxes. F. Service Suspension: If Client fails top pay all amounts owed to Provider: under this Services Agreementwhent due, then upon at least ten( (10)days! priorwrittennoticei to Client, andi inaddition to any other remedies available at law or in equity, Provider may suspend Services under this Services Agreement until full payment is made. Following any suspension of service under this provision, and after Client makes full payment to Provider, Provider shall restore the Services after validating that all components to be monitored and/or managed under any applicable SOW comply with Provider's level of security, updates, and best practices. Priori to reactivation oft the Services, Client shall pay a "Reactivation Fee" for such restoration equal to $250.00. Provider's right to suspend Services under this section is in addition to Provider's right to terminate this Services Agreement forr non-payment or to recover damages for non- payment. G. Third-Party Licenses and/or Services: Provider may procure licenses and/or services for the Client from third-parties (Third-Party Services", which will be the subject of an additional Selinsgrove Borough/Managed Services Page7 Airiam SOW. Such Third-Party services may require a term different from that between Provider and Client. Ini the event Customer terminates this MSA, Customer will still bel liable for the full amount of the remainder of any, term of such Third-Party Services. III. Term and' Termination A. B. General: This Services Agreement commences on the Effective Date and will remain in Terms and Renewals: Unless Client terminates this Services Agreement in writing at least ninety (90) days prior to the end of the Initial Term, this Services Agreement shall automatically be renewed for another renewal period (each, a' "Renewal Term") (each Renewal Term together with the Initial Term shall be known as the "Term"). Unless Client terminates this Agreement in writing atl least ninety (90)days priort to the end ofany Renewal Term, this Services Agreement shall automatically be renewed for another Renewal Term. Termination of this Services Agreement does not excuse Client's payment for Services provided and does not Post-Termination Work: In the event Client requires transition or post-termination work from Provider, any such' Post-Termination Work" shall be billable to the Client at Provider's then- current hourly rates. Any costs incurred by Provider in connection with any such Post- effect until either Party modifies or terminates it, as set forth int the SOW. excuse performance of any other obligations hereunder. C. Termination Work shall also be billable to the Client. IV. Relationship of the Parties and Intellectual Property Rights A. Independent Contractors: Unless otherwise agreed, Provider will perform all Services solely in Provider's capacity as an independent contractor and not as an employee, agent or License to Use Client Work: Client hereby grants Provider a limited, non-exclusive, revocable, royalty-free license to use any Client Works for Provider's intemal business purposes. Forpurposes ofthis Services Agreement, a ClientWork! is anyo originalwork, regardless ofmedium, that Provider delivers to Client and that does not consist of modifications to an existing Provider C. Provider Work: Any. writing or work of authorship, regardless of medium, created or developed by Provideror Client in the course of performance under this Services Agreement and related to existing works owned by Provider is a "Provider Work," is not to be deemed a "work made for hire," andi is and will remain the sole, exclusive property of Provider. To the extent any Provider Work for any reason is determined not to be owned by Provider, Client hereby irrevocably assigns and conveys to Provider all of its copyright in such Provider Work. Client irrevocably assigns to Provider all of its' patent, copyright, trade secret, know-how and other representative of Client. B. Work (as defined below) proprietary and associated rights in any Provider Work. V. Provider-Supplied Equipment, Software, Professional Services A. Definitions and Scope: Selinsgrove Borough. / Managed Services Page 8 Airiam 1. Equipment means any computer equipment, racking, or associated hardware or other equipment (if any) delivered by Provider and used at Client's location to facilitate the deliveryof Services to Client. Generally, Provider will only supply Equipment to Client via a purchase and sale arrangement. 2. Professional Services" means any services provided by employees, consultants, or contractors of Provider to a Client, including (without limitation) consulting services. 3. "Software" means all and any software installed on the Equipment or provided by Provider to Client fori installation on Client's computer equipment. B. Parameters of Equipment Sales 1. 2. Any sale of Equipment from Provider to Client shall be the subject of a SOW. Client bears all risk from the time that the Equipment has been delivered to the freight carrier from the point of shipment. Client pays all shipping, handling, and insurance for the Equipment to the delivery location. 3. Client agrees to provide a suitable location for installation, including any necessary electrical power outlets and HVAC required for the Equipment as provided by the manufacturer, and shall assume all applicable installation charges. 4. Client agrees to provide a suitable location for installation, including any necessary electrical power outlets and HVAC required for the Equipment as provided by the manufacturer, and shall assume all applicable installation charges. 5. Title to the Equipment vests in Client upon receipt by carrier. Client grants a security interest to Provider in the Equipment and all proceeds thereof until Provideri is paid in full by Client. 6. Client will receive any applicable manufacturer's warranty directly from the manufacturer, and Client waives any warranty claim against Provider. C. Parameters of Equipment Rentals or Trials 1. Agreement. 2. Any rental or trial of Equipment from Provider to Client shall be the subject of as SOW. Trials of Equipment shall require Client to execute a separate Trial Provider remains the sole owner of any Equipment provided by Provider. This Services Agreement transfers to Client no Equipment ownership rights of any kind. Selinsgrove Borough/M Managed Services Page 9 Airiam 3. Provider has and will retain sole discretion to determine the appropriate Equipment and associated software, if any, to be used at Client's location, provided that Provider's determination does not materially impair the availability or delivery of services under this Services Agreement. Provider also has and will retain sole discretion to determine the necessity of maintenance, repairs and/or improvement oft the Equipment. 4. Provider makes no independent representations or warranties with respect to the Equipment. Any third- party warranties are the exclusive remedies of Client with respect to such Equipment. In the event of an Equipment malfunction, Provider will take commercially reasonable steps to ensure that Client receives the benefit of any manufacturer warranties applicable to the Equipment in use at Client's location. 5. Client shall take reasonable care of the Equipment and shall not damage it, tamper with it, move or remove it, attempt to repair it, or attempt to install any software on it. Client is responsible for all damage to or loss of the Equipment used at Client's location, other than loss or damage caused by Provider's employees or contractors. Ina addition, Client shall obtain and maintain insurance with a reputable insurer for the full replacement value of the Equipment. Such policy or policies of insurance must cover the Equipment against loss or damage (including, without limitation, accidental loss or damage) and must name Provider as an insured beneficiary with respect to the Equipment. Upon demand by Provider, Client shall produce evidence to Provider that such insurance is being maintained and is valid. Client is responsible for providing the necessary power, network connection and Client shall not remove any sign, label or other marking on the Equipment identifying Provider as the owner of the Equipment. Client does not acquire and will not acquire any rights of ownership in the Equipment by virtue of this Services Agreement, and Client does not have and will not have, by operation of law or otherwise, any lien or other similar right over ori in relation to the Equipment or any 6. 7. appropriate environment to support the Equipment. equipment at Provider's data centers. 8. Upon acceptance of any SOW pursuant to which Provider delivers Equipment to Client, Client shall allow Provider and its employees and contractors reasonable access to Client's premises to remove the Equipment. Parameters of Provider-Supplied Professional Services D. 1. All Professional Services provided by Provider to Client shall be the subject ofa SOW, which shall set forth the Professional Services to be provided, as well as Selinsgrove Borough /Managed Services Page 10 Airiam the location of the provision oft the Professional Services. 2. Professional Services shall be provided in a workmanlike manner, in accordance with generally accepted practices and procedures. Client shall perform any obligations in order to allow the Professional Services to be completed in a timely and quality manner. 3. Provider. Client shall provide a safe workplace for provision of any on-site Services by E. Parameters of Provider-Supplied Software 1. All Software supplied by Provider to Client shall be the subject of a SOW. Trials of Software shall require Client to execute a separate Trial Agreement. This Managed Services Agreement does not transfer any right, title, or interest in the Software to Client. Client's use of the Software is subject to all applicable terms ofany end-user license agreement pertaining to the Software, a 2. copy ofwhich will be made available to Client upon request. 3. Client shall not, and shall not permit any third party, to: (a) distribute or allow others to distribute copies of the Software or any part thereof to any third party, tamper with, remove, reproduce, modify or copy the Software or. any part thereof; (b)provide, rent, sell, lease orotherwise transfer the Software orany copy or part thereof or use it for the benefit of a third party, or (c) reverse assemble, reverse compile or reverse engineer the Software or any part thereof, or otherwise attempt to discover any Software source code or underlying proprietary information except as may be permitted by law. Vi. Non-Disclosure and Confidentiality A. Confidèntial Information: Confidential Information includes but is not limited to: (a) any technical information, design, process, procedure, formula, or improvement, as well as any formulae, specifications, designs, business or work processes and procedures, instructions, and other data relating to the development, production of any work done specifically for the Client; (b) any business plans and financial information of the other Party; and (c) any information labeled as "confidential," all regardless of whether such information would be protected under the common law. Confidential Information does not include (a) information that at the time of disclosure is, without fault of the recipient, available to the public by publication or otherwise; (b) information that either party can show was in its possession at the time of disclosure and was not acquired, directly or indirectly, from the other; or (c) information received from a third party with the right to transmit same without violation of any secrecy agreement with the other party. B. Obligations to Safeguard and Protect Confidential Information: Each Party and Selinsgrove Borough. /Managed Services Page 11 Airiam its employees or agents may be exposed to or may acquire information that is proprietary or confidential to the other Party. Each Party shall hold such "Confidential Information" in strict confidence and shall not disclose any such information to any third C. License for Advertising: Provider may publicly refer to Client, orally and in writing, as a Client of Provider. Any other reference to Client by Provider may be made only D. Covered Users: When Client begins use ofthe Services, Client shall provide Provider with a list of users who will be using the Services (the "Covered Users"). Each Covered User will be entitled to use the Services on a certain number of devices, as set forth ini the SOW. Client shall provide Provider with a list of all such devices (the "Covered Devices"). On a monthly basis, Provider shall send Client a written statement of all current Covered Users and Covered Devices. Int the event Client wishes to change the list of Covered User or Covered Device, Client shall provide Provider with written notice of the change, which change shall be effective within five (5) business days from such written notice of change. Lawful Purpose: Client will comply with all applicable federal, state or local laws and ordinances at all times during the Term. In addition to any other remedies available to Provider, Provider may terminate provision of all Services if it reasonably believes Client is party. pursuant to a written agreement between the parties. E. not in compliance with any applicable federal, state or local laws. F. Non-Solicitation: During the Term and for a period of one year after the termination or expiration of this Services Agreement, Client shall not employ, solicit or offeremployment, eithero directyorindirecty maldnpwiountimiation, through the use of any third party) to any employee of Provider without Provider's express written consent. Both parties acknowledge that injuryresulting from any breach oft this provision would be significant and irreparable and that it would be extremely difficult to ascertain the actual quantum of damages resulting from such breach. Therefore, in the event Client violates this provision, in addition to any other remedies that may be available to Provider, Client shall pay as liquidated damages to the other an amount equal to 300% of the affected employee's total annual compensation as of the last date that individual was employed by Provider. The amountofsuch liquidated damages is noti intended as a penalty and is reasonably calculated based upon the projected costs the injured party would incur to identify, recruit, hire and train suitable replacements for such personnel. G. Provider Access: Client shall supply Provider necessary access to its personnel, documentation, records, and facilities in order for Provider to timely perform the H. Software Licensing: Client represents that it! has title to or license or rights to use or modify and has license or rights to permit Provider to use, access or modify any software that Client has Services. requested Provider use, access or modify as part of the Services. Selinsgrove Borough/ /Managed Services Page 12 Airiam VI. Client Obligations and Covenants VIlI. Disclaimers, Indemnification, Insurance, Limitations A. Disclaimers: PROVIDER DISCLAIMS. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, Provider shall not bel liable foranyo damages sresulting from the useor inability to use its services, reliance on its services or on information obtained therefrom, interruptions of service, breach, compromise, cyber-incident, unauthorized access to any records, files, data, systems, or other assets, valuables and resources; errors, defects, viruses, malware, delays in operation or transmissions or any other failure of performance or business function. Further, except in the event of willful misconduct by Provider, Provider shall not be liable for any direct damages resulting from the loss of any of Client's data or third party data, breach of security or loss of privacy of data on Client's systems or third party systems that may occur on systems installed, serviced, and/or managed by Provider, or any direct or indirect damages resulting therefrom; the malfunction, performance or compromise of any system, networkorother resource relatedt toora associatedy withinany capacity or bya any theory with Provider services, and any Client or third party damages, claims, losses or expenses resulting therefrom; any personal injury (whether of a physical or psychological nature) or death of any person, whether associated with Client or otherwise, that may in any capacity or by any theory be associated with services provided by Provider, and any Client or third party damages, claims, losses or expenses resulting therefrom. B. Indemnfication: Client shall defend, indemnify and hold Provider harmless against all costs and expenses, including attorney's fees, associated with the defense or settlement ofa any claim that: (1) Provider's use, access or modifications of any software that Client has requested Provider use, access or modify as part oft the Services infringes any patent, copyright, trademark, trade secret or other intellectual property right, or (2) Client's use of any Services in violation of any provisions of, or Client representations in, the SOWs under which Provider provides such Services to Client violates any law or infringes any patent, copyright, trademark, trade secret or other intellectual property right. Client further shall pay any. judgments or settlements based on anysuch claims. C. Insurance: During the. Termofthis Services Agreement, each partywillr maintain, at its own expense, commercial general liability insurance with policy limits of not less than One Million Dollars (US $1,000,000.00) per occurrence. Client's insurance shall be primary over Provider's insurance. Client agrees to waive and to require its insurers to waive any rights of subrogation or recovery they may have against Provider, its agents, officers, directors and employees. The Services are not a substitute for Client's maintenance of cyber errors and omissions insurance, and iti is recommended that Client maintain a sufficient quantity of insurance. Client shall provide D. Limitation of Liability: Provider is not to be held liable for anyl loss, damage, or expense to Client except if caused by the intentional or willful acts of Provider. In addition, Provider's liability under this Services Agreement is limited to the amount of Monthly Service Fees paid by Client to Provider during the past six (6) months of service under this Services Agreement (excluding amounts paid under any Pre-Paid Support Agreement(s)). Under no circumstance is Provider written proof of insurance upon Provider's request. Selinsgrove Borough / Managed Services Page 13 Airiam liable for the acts of third parties. IN ADDITION, IN NO EVENT IS PROVIDER OR ITS OWNERS, OFFICERS, DIRECTORS, CONTRACTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, CONSULTANTS, SUPPLIERS, AFFILIATES, INSURERS, OR THEIR RESPECTIVE SUCESSORS AND ASSIGNS, TO BE HELD LIABLE TO CUSTOMER ORTO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, LOST PROFITS, IMPAIRED GOODWILL, INTANGIBLE LOSSES, DELAY, OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OFT THE: SAME. CLIENTHAS READ THE TERMS OF THISPROVISIONAND, AGREES THAT ITI IS REASONABLE ANDI NECESSARY FORI PROVIDE TOI PROVIDE THE SERVICES IX. General and Miscellaneous Provisions A. Governing Law, Dispute Resolution, Limitation of Claims: This Services Agreement is to be governed by and construed in accordance with the laws oft the State of Delaware. Any action arising out of or to enforce this Services Agreement shall be brought exclusively in the courts located in the State of Delaware, County of New Castle (the "Chosen Courts"). The parties waive any other choice of venue. Any action arising under this Services Agreement must be brought within six (6) months after its accrual. IfProvider prevails in any action arising out ofc ort to enforce this ServicesA Agreement, Providers shalll bee entitledi tor recoveritsa attomeys' feesando costs (including any time devoted by Provider'si in-house legal teami in connection with any such action). No claims to be resolved may be made more than six (6) months after the date by which the fault orf failure should reasonably have been discovered; failure to make such a claim within the six (6)month period shall forever bar the claim. Providerand Clientboth irrevocably waive anyrightfor any dispute to be brought, heard, decided, or arbitrated as a class and/or collective action, including those by Contractor against any Client (the "Class Action Waiver"). Notices: Any SOW shall maintain a current physical and e-mail address for both Parties. All notices hereunder shall be in writing to the addresses set forth in the SOW, as updated from time to time. The address to which such notices, demands, requests, elections or other communications are to be given by either party may be changed by written notice given by such party to the other party pursuant to this Section. C. Force Majeure: Provider shall not be liable for any damages caused by delay in rendering performance of the Services hereunder arising from any cause beyond the reasonable control of Provider, or as a result of strikes, work stoppages, shortages of material or equipment, delays by vendors riot, war, fire, flood, disease, or other disaster, or failure of equipment or programs not developed by or out of the control by Provider. D. Waiver: No delay in exercising, no course of dealing with respect to, and no partial exercise of, any right or remedy hereunder will constitute a waiver of any right or remedy, E. Assignment and Survival: Neither party may assign this Services Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. However, Provider may assign or otherwise transfer its rights, interests and obligations under this Services Agreement without the consent of Client in the event ofa B. or future exercise thereof. Selinsgrove Borough/Managed Services Page 14 Airiam change in control of Provider, the sale of substantially all the assets of Provider or the restructuring or reorganization of Provider or its affiliate entities. This Services Agreement is binding upon the parties, their successors and permitted assigns. The duties and obligations of the parties with respect to proprietary rights, intellectual property rights, and non- disclosure and confidentiality will survive and remain in effect, notwitnstanding the F. Amendment: Provider may update this Agreement from time to time. The most current version shall be posted on Provider's website, and Client shall periodically check, G. Severability: If any term or provision of this Services Agreement is declared invalid by a court of competent jurisdiction, the remaining terms and provisions will remain unimpaired, and the invalid terms or provisions shall be replaced by valid terms and provisions that most fulfill the parties' intention underlying the invalid term or provision. For the avoidance of doubt, the only courts with such jurisdiction are the termination or expiration of this Services Agreement. Provider's website to review: and save the latest version. Chosen Courts. H. Entire Agreement/Merger: This Services Agreement and the SOWs set forth the entire understanding of the parties with respect to the subject matter hereof and is binding upon both parties in accordance with its terms. There are no understandings, representations or agreements otheri than those set forth herein and int the SOWs. Anyprior agreements between the parties are superseded unless otherwise set forth in SOWs. Advice of Counsel, Construction: Each Party, along with its respective legal counsel, has had the opportunity to review and modify this Services Agreement, and to consult with counsel of choosing to the extent desired. Accordingly, in the event ofany ambiguity, such ambiguity will not be construed in favor of, or against I. either party. Selinsgrove Borough/M Managed Services Page 15 sbadman selinsgrove.org From: Sent: To: Subject: cbriggs selinsgrove.org Friday, December 13, 2024 9:30 AM sbadman selinsgrove.org; Imartz selinsgrove.org Article: Daily Item 12/12/24 - Winter Utility Shutoffs lwanted to make sure you both sawt this article. Pa. PUC freezes winter utility shutoffs, maintains protections soon expiring from state law Eric Scicchitano erics@cnhinews.com Dec 12, 2024 Updated 9 hrs ago HARRISBURG = The Pennsylvania Public Utility Commission maintained protections that lawmakers allowed to lapse, adopting a policy statement that will prevent residential service terminations this winter for low-income customers. The commission's five members voted unanimously to adopt a Statement of Policy maintaining consumer protections State legislators considered bill proposals during the 2023-24 Legislative Session to extend provisions included in Chapter 14 of the code but couldn'treach agreement before the session expired Nov. 30. The chapter's provisions expire The commission's action Thursday maintains the provisions through winter for gas, electric, water, wastewater and steam heat utilities. It allows lawmakersi to revisit the issue in the 2025-26 session. Floor debates and voting won't The Statement of Policy puts in place a utility shutoff moratorium for qualifying low-income customers. It also continues a payment schedule for customers in arrears to resolve unpaid balances - from 61 months to 5 years Customers experiencing serious health issues or who are documented victims of domestic violence are protected under the policy statement, and utilities must maintain discrimination protections and provide at minimum 10 days Initially adopted in 2004, Chapter 14 was renewed by state! lawmakers in 2014. The Repubican-controled Senate passed a renewal bill in May andi the House, led! by a Democratic majority, adopted its owni in October but the "Maintaining these vital safeguards and our existing regulatory framework underscores our mission to ensure, just and reasonable access to utility services," PUC Chairman Stephen M. DeFrank said Thursday in a statement. "Byt taking this step, we are avoiding unnecessary disruptions and instead are fostering fair outcomes for consumers and utilities alike." As explained! by PUC, Chapter 14 was adopted two decades ago to ensure timely payment of utility bills. At the time, utilities faced mounting instances of late and unmade payments by customers who could afford to pay their bills. Lawmakers then were concerned that this trend would push costs up on all customers, especially those making timely payments. It also allowed them to enact protections for low-income customers who struggled to afford utilities. that had been included in Pennsylvania's Public Utility Code since 2004. Dec. 31. resume until Jan. 7 when members of the House and Senate are: sworn in. depending on! household income. notification of potential terminations as outlined int the expiring chapter of the code. chambers couldn't resolve issues over proposed changes in! both versions. Thankyou, Carie Brigge Carrie Briggs Administrative Assistant Selinsgrove Borough 570-374-2311 phone 570-374-8902 fax tppavuseinsgoveaz SELINSGROVE BOROUGH- 2025 MEETING DATES Meetings are subject to last-minute cancellation, ifa quorum will not be presentorit ifno business is scheduled to be conducted. Contact the Borough Office, ifyou wish to! be ont the agenda ort for cancellation information ont these meetings. (Go to www.selinsgrove.ory for more information) The regular monthly meetings oft the Selinsgrove Borough Council will be held at 7:00 p.m. in the Borough Council Chambers, 1 North High Street, Selinsgrove, PA ont thet first! Monday of each SELINSGROVE PARKS ANDF RECREATION BOARD Ift therei is business to address, then: The regular bi-monthly meetings oft the Selinsgrove Parks and Recreation Board willb be held at 5:30 p.m. int the Borough Council Chambers, 1 North High Street, Selinsgrove, PA ont the third Wednesday ofe every odd numbered month, except as noted below. Meetings may be held virtually, please callt the Borough Office by 4:00p.m., the day of the meeting for login details. January 15, 2025 March 19, 2025 May 21, 2025 July 16, 2025 September 17, 2025 November 19, 2025 SELINSGROVE SHADE TREE COMMISSION IFtherei is business to address, then: The regular bi-monthly meetings oft the Selinsgrove Shade Tree Commission will bel held at 5:30 p.m. int the! Borough Council Chambers, 1 North! High Street, Selinsgrove, PA ont the third Wednesday ofe every even month, except as noted! below. SELINSGROVE BOROUGH COUNCIL month, except as noted below. January 6, 2025 February 3, 2025 March 3, 2025 April 7, 2025 May 5, 2025 June 2, 2025 July 7,2025 August 4, 2025 Tuesday: September: 2, 2025 October 6, 2025 November: 3, 2025 December 1,2025 February 19, 2025 April 16, 2025 June 18.2025 August 20, 2025 October 15, 2025 December 17, 2025 SELINSGROVE MUNICPALAUTHORITY Iftherei is business to address, then: The regular monthly meeting oft the Selinsgrove Municipal Authority willl be held at7:00 p.m. in the Borough Council Chambers, 11 North High Street, Selinsgrove, PA ont the second Thursday ofe each month, except as noted below. SELINSGROVEI PLANNING COMMISSION Ifthere is businesst to address, then: The regular monthly meetings oft the Selinsgrove Planning Commission will be! held at7 7:00 p.m. in the Borough Council Chambers, 1 Northh High Street, Selinsgrove, PA ont the third Wednesday ofe each month; except as noted! below. (Please contacti the Officei ify youv want to bes sure ar meeting willl be held.) January 9, 2025 February 13, 2025 March 13, 2025 April 10, 2025 May 8,2025 June" 12, 2025 July 10, 2025 August 14, 2025 September 11, 2025 October 9, 2025 November 13,2025 December 11,2025 COMMITTEE MEETINGS: Finance Committee - meets at 1:00 PM on Council meeting dates as stated above int the Council Chambers Community Davelopmen/Consiluent Ombudsman- - meets January, April, July, and October at 3:00PM on Council meeting dates as stated above. Meetings are in the Council Chambers. Public Facilities & Services: meets at 2:00 PM ont thet third Thursday of each month, except as noted below. March 20, 2025 (at1 1:00PM) September 18, 2025 January 15, 2025 February 19, 2025 March 19, 2025 April 16, 2025 May 21,2 2025 June 18,2025 July 16, 2025 August 20, 2025 September 17, 2025 October 15, 2025 November 19, 2025 December 17, 2025 SELINSGROVE ZONING HEARING BOARD Iftherei is business to address, then: The regular monthly meeting of the Selinsgrove Zoning Hearing Board willl be held at7 7:00 p.m. ini the Borough Council Chambers, 1 North! High Street, Selinsgrove, PA ont the first Thursday ofe each month, except as noted! below. (Please contact the Office ify youv want tob bes sure a meeting will be held.) January 2, 2025 February 6, 2025 March 6., 2025 April 3, 2025 May 1,2 2025 June 5,2 2025' July 3.2 2025 August7 7, 2025 September 4, 2025 October 2, 2025 November 6, 2025 December 4, 2025 January 16, 2025 February 20, 2025 April 17, 2025 May 15, 2025 June: 26, 2025 July 17.2025 August 21, 2025 October 16, 2025 November: 20, 2025 December 18, 2025 DESIGNATION OF AGENT RESOLUTION 2024-12 BEI ITI RESOLVED BY THE Borough Council OF Selinsgrove Borough THAT Betsy Kramer, Program Manager, Community Revitalization (Governing Body) (Public Entity) (Name) (Title) is hereby authorized to execute for and in behalfof Selinsgrove Borough, a public entity established under the laws of the Commonwealth of Pennsylvania, all required forms and documents for the purpose of obtaining financial assistance for the Hazard Mitigation Grant Program (HMGP) or the Pre-Disaster Mitigation (PDM) program under the Robert T. Stafford Disaster Relief and Emergency Assistance Act (Public Law 93-288 as amended by Public Law 100-707) or the Flood Mitigation Assistance (FMA) program, Repetitive Flood Claims (RFC) program or Severe Repetitive Loss (SRL) program under the National Flood Insurance Act of 1968 (42 L U.S.C. 4001 et seq), National Flood Insurance Reform Act of 1994 (Public Law 103-325) and the Flood Insurance- Reform Act of 2004 (Public Law 108- 264), as pertains to: federal mitigation grant programs indicated below (check all that apply): HMGP PDM XIFMA ORFC ISRL Passed and approved this 19th day ofDecember, 2024. CERTIFICATION I,Lauren A. Martz, , duly appointed and Borough Secretary/Manager (Name) (Title) of Selinsgrove Borough, do hereby certify that the above is ai true and correct copy of (Public Entity) ar resolution passed and approved by the Borough Council of Selinsgrove Borough on the 19th day of December, 2024. (Governing Body) (Signature) (Official Position) (Date)