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Avant Building -Suite 900 ~ 200 Delaware Avenue ~ Buffalo, NY 14202-2107 ~

June 13, 2018


Mr. Donald C. Alexander

Chief Executive Officer
Jefferson County Economic Development Agency
800 Starbuck Avenue
Suite 800
Watertown, NY 13601

Re: Open Meetings Law Violation

Dear Mr. Alexander:

We are writing on behalf of our client CAR-FRESHNER Corporation ("CFC") with respect to
the failure of the Jefferson County Economic Development Agency ("JCIDA") to comply
with the New York Open Meetings Law at its June 7, 2018 board meeting.

Factual Background

As you are aware, on April 5, 2018, the JCIDA voted to approve "design elevations" for
a proposed bus garage in the Jefferson County Corporate Park ("Park"), despite the fact
that it was under no legal obligation to do so. Meanwhile, it decided not to address the
concerns from several other property owners that the proposed use violated the Park's
restrictive covenants.

Thereafter, the bus garage developer, Michael Lundy, and others claimed that the
JCIDA had approved the proposed use as a bus garage. CFC asked the JCIDA to
clarify its position at the June 7, 2018 JCIDA board meeting. Instead of responding to
CFC's request, the JCIDA went into executive session for the express purpose of
discussing a pending litigation with an unrelated party, and asked CFC's representative
to leave the room.

After the meeting concluded, you informed CFC's representative that the Board had
decided not to clarify its position. You reiterated this position in a June 12, 2018 e-mail.
There is no record of the Board discussing this issue, or adopting any position with
respect thereto, during any open portion of the June 7, 2018 meeting. Thus, it is
evident that the Board either discussed and adopted its position regarding the restrictive
covenant issue in June 7, 2018 executive session or subsequent to its June 7, 2018
public meeting. Either course of acfiion clearly violated the Open Meetings Law.

1305690.1 6/13!2018
Attorneys At Law A Professional Limited liability Company
Mr. Donald C. Alexander
June 12, 2018
Page 2

Open Meetinas Law

As you are certainly aware, the New York Open Meetings Law (Article 7 of the Public
Officers Law) mandates that "every meeting of a public body shall be open to the
general public," except that an "executive session" of such body may be called only for
certain enumerated purposes and only pursuant to certain enumerated procedures.
Public Officers Law § 103(a). The discussion or adoption of official policies of a public
body are not among the enumerated topics for which an executive session is authorized
(see id. at §105(1)), and thus it was inappropriate for the JCIDA to discuss its position
with respect to enforcing restrictive covenants within the Park, or adopt a policy
regarding this issue, within an executive session or otherwise outside of a properly
noticed public meeting.

Moreover, the Open Meetings Law expressly provides that, before entering into
executive session, a public body must identify the "general area or areas of the subject
or subjects to be considered." Id. at§105(1). In this case, the only topic identified by
the JCIDA for its executive session was pending litigation unrelated to CFC's request,
and thus, even if CFC's request were an appropriate topic for the JCIDA's executive
session (which, for the reasons outlined above, it was not), its failure to identify that
topic also constituted a violation of the Open Meetings Law.

Consequently, the JCIDA's discussion and adoption of a policy with respect to the
enforcement of restrictive covenants within the Park outside of the open session of the
June 7, 2018 meeting was a subversion of the purposes of the Open Meetings Law and
illegal. Our client therefore demands that the JCIDA publicly release the videotape (or
any other recording) of its discussions regarding its policy on the enforcement of the
restrictive covenants and produce the minutes related to those discussions and the
purported adoption of that policy.

In the event the JCIDA fails to do so by June 27, 2018, CFC reserves its right to seek
appropriate relief as authorized by Public Officers Law § 107, which may include a
declaration that the JCIDA violated the Open Meetings Law, the voiding of any action
taken in violation of the Open Meetings Law and the award of costs and attorney fees.
We hope that this will not be necessary.

Very truly yours,


Charles .Grieco

1305690.1 6/13/201 S