RESOLUTION OF THE BOARD OF EDUCATION

OF THE
ITHACA CITY SCHOOL DISTRICT

To Designate and Appoint Legal Counsel to Represent Mr. Robert Ainslie, Dr. Sean Eversley
Bradwell, Dr. Luvelle Brown and Ms. Lily Talcott

WHEREAS, the Ithaca City School District (the “District”), as well as Mr. Robert
Ainslie (“Mr. Ainslie”), Dr. Sean Eversley Bradwell (“Dr. Eversley Bradwell”), Dr. Luvelle
Brown (“Dr. Brown”), and Ms. Lily Talcott (“Ms. Talcott”), have been named as respondents in
a Verified Petition filed with the Commissioner of Education, dated January 29, 2021 and served
on said respondents on January 30, 2021;

WHEREAS, Mr. Ainslie, Dr. Eversley Bradwell, Dr. Brown, and Ms. Talcott have
independently notified the District of their receipt of the Verified Petition;

WHEREAS, the Verified Petition arises out of each Respondent’s exercise of his/her
respective powers and/or performance of his/her respective duties,

NOW, THEREFORE, BE IT RESOLVED, in accordance with N.Y. Educ. Law

Section 3811 and/or N.Y. Public Officers Law Section 18, the District’s Board of Education (the
“Board”) hereby designates and appoints legal counsel (the District’s attorneys at Bond,
Schoeneck and King, PLLC) to dually represent Mr. Ainslie, Dr. Eversley Bradwell, and Ms.
Talcott in defense of the Verified Petition and any subsequent action or proceeding in this matter
(if any) upon due notice to the Board and District by said respondents, barring any conflict of
interest that prevents this dual representation, whereupon each respondent shall be notified and
afforded the opportunity to obtain independent legal counsel at the District’s expense; and

BE IT FURTHER RESOLVED, that in accordance with Article IX of the Employment

Agreement between Dr. Brown and the Board, N.Y. Educ. Law Section 3811 and/or N.Y. Public
Officers Law Section 18, the District’s Board of Education (the “Board”) hereby designates and
appoints legal counsel (Schlather, Stumbar, Parks & Salk, LLP) to represent Dr. Brown in
defense of the Verified Petition and any subsequent action or proceeding in this matter (if any)
upon due notice to the Board and District by said respondent.

Dated: February 2, 2021

12038557.1 2/1/2021