This Memorandum of Agreement (“MOA”) is by and between the Village of Albion (“Village”) and the Albion Police Benevolent Association (“PBA”). The parties agree as November 2022 Memorandum of Agreement | | follows: | 1, The Village and the PBA agree to replace Section 29.6 of the Collective Bargaining ‘Agreement in its entirety with the following language: The Village has, since July 3, 2016, properly implemented and adopted for its police officers an 84-hour two-week work period under Section 7(k) of the Fair Labor Standards Act (29 U.S.C. § 207(k)). The 84-hour two-week work period starts on Saturday at 6:00 p.m. and ends on the second subsequent Saturday at 6:00 pam, As a result, overtime pay for police officers is not determined on a weekly basis, but instead is determined over this two-week work period, and except for overtime owed under this Collective Bargaining Agreement when an officer works beyond twelve hours in one day (Section 21.1) or on his or her scheduled day off (Section 21.3), no overtime is owed to any officer unless and until he or she works more than 84 hours within the two-week work period. 2. Subject to Section 14 of the November 2022 Settlement Agreement which could render this Section void ab initio, the Village and the PBA agree that Section 28.1 of the Collective Bargaining Agreement is amended to add the following language: The Village and the PBA agree that the bargaining unit employees’ hourly rate of pay shall be obtained by dividing the basic annual salary by 2080 hours. 3. The Village and the PBA agree to add Section 29.12 of the Collective Bargaining, which will read as follows: The Village and the PBA acknowledge and agree that their custom and prac under the collective bargaining agreements between them has been to exclude any and all time spent by police officers in changing clothes and washing at the beginning and end of each work shift from working time, and that such exclusion from working time was proper, correct, and authorized under Section 3(0) of the Fair Labor Standards Act (29 U.S.C. § 203(0)). Going forward, the Village and the PBA wish to memorialize this custom and practice in the express terms of their collective bargaining agreement. To that end, the parties expressly agree, through this provision, that any and all time spent by police officers in changing clothes and washing at the beginning and end of each work shift has been and will remain excluded from working time, in accordance with Section 3(0) of the Fair Labor Standards Act (29 U, 203(0)). The Village and the PBA agree that police officers are free to change info and out of their uniform and other items at their residence and that no officer is required to do so at any Village facility or location. The Village makes changing facilities available to police officers solely as a convenience for the officers, and each officer is free, at his or her election, to usesuch facilities, use his or her own residence, or use such other facility as is appropriate for the officer. 4. This MOA will become effective on the first date that all of the following statements are true: (a) the MOA has been executed by the PBA; (b) the MOA has been executed by the Village; and (c) the MOA, fully executed by both parties, has been submitted to and approved by formal action of the Board of Trustees of the Village. AGREED FOR THE VILLAGE: AGREED FOR THE PBA: Angel dice des & Daniel Base, Mayor President jllalaa _ Milos flit Date Date‘November 2022 Settlement Agreement ‘This November 2022 Settlement Agreement (“Agreement”) is entered into by and between the Village of Albion (the “Village”) and the Albion Police Benevolent Association (the “PBA”). 1, Back Pay. From June 1, 2022 through June 11, 2022 (the “Impacted Period”), the Village derived an hourly rate for each police officer represented by the PBA by taking each officer's basic annual salary plus any longevity payment due under Article XXII of the Collective Bargaining Agreement in effect from June 1, 2021 to June 2, 2024 (the “CBA”), and then dividing that sum by 2,184 hours (the “2,184 Hourly Rate Calculation”). The Village agrees that its utilization of the 2,184 Hourly Rate Calculation during the Impacted Period was in error, and that it should have instead derived the hourly rate of each officer by taking each officer's basic annual salary plus any longevity payment due under Article XXII of the CBA, and then dividing that sum by 2,080 hours (the “2,080 Hourly Rate Calculation”). Any officer who was underpaid as a result of the Village's use of the 2,184 Hourly Rate Calculation during the Impacted Period will receive a payment from the Village in an amount equal to the difference between the hourly rate computed using the 2,080 Hourly Rate Calculation and the hourly rate computed using the 2,184 Hourly Rate Calculation, for each hour underpaid as a result of the Village’s use of 2,184 Hourly Rate Calculation that he or she worked during the Impacted Period (the “Back Pay”). The Back Pay will be paid by the Village following the Effective Date (defined below), no later than thirty (30) days after the first date that all of the following statements are true (a) the PBA has accomplished the complete withdrawal, with prejudice, of both the Grievance (defined below) and the Improper Practice Charge (defined below), and (b) the PBA has provided the Village with documentation which confirms the accomplishment of the complete withdrawal of both the Grievance and the Improper Practice Charge. 2. Correct Hourly Rate. The Village and the PBA agree that since on or about July 3, 2016, except for the Impacted Period, the Village correctly computed the officers’ hourly rates using the 2,080 Hourly Rate Calculation, and that the 2,080 Hourly Rate Calculation was the computation that should have been used during the Impacted Period. The Village releases and waives any claim it may have to recover from each police officer the difference between the amount each officer was paid using the 2,080 Hourly Rate Calculation and the amount he or she would have been paid had the Village utilized the 2,184 Hourly Rate Calculation, for any work period occurring prior to the Effective Date (defined below). In addition, the Village agrees that it will utilize the 2,080 Hourly Rate Calculation going forward from the Effective Date (defined below) when it computes the officers’ hourly rates. The regular rate of pay for overtime purposes will be calculated in accordance with Section 3, 3. Overtime Rate Calculation. Starting no later than the first full work period immediately following the Effective Date (defined below), the Village will calculate each officer's regular rate of pay so that it includes (a) any shift differential due to that officer under Section 29.4 of the CBA, and (b) any sick bonus due to that under Section 7.9 of the CBA. In addition, the Village will continue to calculate each officer's regular rate of pay so that it includes any longevity pay due to that officer under Article XXll of the CBA. ‘These regular rate of pay calculations will be made in accordance with the manner and methods provided by the Fair Labor Standards Act. So, for example, because no officer's sick bonus can be ascertained until after the close of the calendar year, the sick bonus will be excluded from the regular rate of pay until it can be determined. Once an officer's sick bonus is ascertained, his or her sick bonus (if any) will be apportioned back equally across each work period of the year to which itis attributable, the regular rate of pay for each work period with overtime hours will be recalculated to account for the apportioned sick bonus, and the Village will pay the officer any additional overtime wages ata rate of one-half times the increase in the regular rate of pay that is attributed to the apportioned sick bonus for that work period.4, Pre-Shift Briefing Time. Starting no later than the first full work period immediately following the Effective Date (defined below), for as long as the Village retains the practice of requiring a pre-shift briefing before each Eligible Shift (defined below), each officer will be required to report to work (a) fifteen (45) minutes before the scheduled start of each Eligible Shift (.e., :45 a.m. or 5:45 p.m., depending on the officer's platoon), or (b) an earlier time before an Eligible Shift whenever directed by the Chief of Police (“Pre-Shift Briefing Time”), so that he or she can be briefed on relevant matters by management and/or officers on the outgoing platoon. An “Eligible Shift” refers to only an officer’s regularly-scheduled 42-hour shift that begins at either 6:00 a.m. or 6:00 p.m. (depending on the officer's platoon); no other shift wil be considered an Eligible Shift, including for example any “detail” shift (eg,, training, DWI, STEP, BUNY, and the like). An officer's Pre-Shift Briefing Time will be considered hours worked and will be paid, but only to the extent that he or she was actually present and in attendance for such Pre-Shift Briefing Time. No officers will be paid for any Pre-Shift Briefing Time (or have it counted as hours worked) for any time not actually worked. 5. One-Time Ratification Payment. Provided that the PBA enters into and executes this Agreement, the Village will make a special, one-time ratification-inducement payment to each current officer computed as follows: 104 * one-eighth (1/8 or 0.125) his or her then-current hourly rate (computed using the 2,080 Hourly Rate Calculation) * 3 (the “Ratification Payment”). The Ratification Payment will be paid by the Village following the Effective Date (defined below), no later than thirty (30) days after the first date that all of the following statements are true: (a) the PBA has accomplished the complete withdrawal, with prejudice, of both the Grievance (defined below) and the Improper Practice Charge (defined below), ‘and (b) the PBA has provided the Village with documentation which confirms the accomplishment of the complete withdrawal of both the Grievance and the Improper Practice Charge. The Ratification Payment will be less all applicable taxes, withholdings, and deductions. 6. Attorneys’ Fees. The Village will pay $7,500.00 (the “Attorneys’ Fees") to the PBA’s counsel, Bartlo, Hettler, Weiss & Tripi for the PBA’s attorneys’ fees and costs. The PBA acknowledges and agrees that this payment by the Village to the PBA’s counsel will fully and finally release the Village of and from any and all claims that the PBA or the PBA’s counsel may have for attorneys’ fees or costs incurred on or before the Effective Date (defined below}. The Attorneys’ Fees will be paid by the Village following the Effective Date (defined below), no later than thirty (30) days after the first date that all of the following statements are true: (a) the PBA has accomplished the complete withdrawal, with prejudice, of both the Grievance (defined below) and the Improper Practice Charge (defined below), (b) the PBA has provided the Village with documentation which confirms the accomplishment of the complete withdrawal of both the Grievance and the Improper Practice Charge, and (c) the Village has received a completed IRS Form W-8 from the PBA and the PBA’s counsel. The Attorneys’ Fees will be paid via a check that will be provided to the PBA’s counsel (Bartlo, Hettler, Weiss & Tripi, 22 Victoria Boulevard, Buffalo, New York 14217). The Attorneys’ Fees will be reported to the PBA and its counsel on IRS Form 1099-MISC, as appropriate. 7. Release of Claims. For and in consideration of the mutual promises contained in this Agreement, including the Village's promise to pay the Ratification Payment and Attorneys’ Fees, together with other good and valuable consideration, the sufficiency of which the PBA hereby acknowledges, the PBA, on behalf of itself and each and every one of its current and former members (each a “Releasor,” and collectively, the “Releasors”) hereby fully, finally, and irrevocably releases, acquits, and discharges the Village and each of its current and former trustees, mayors, managers, supervisors, insurers, attorneys, and agents, in both their individual and official capacities, as appropriate (each a “Release,” and collectively, the “Releasees”), of and from any and all actions, causes of action, suits, debts, dues, sums of ‘money, accounts, reckonings, bonds, bills, specialties, controversies, judgments, obligations, grievances, claims, charges (including improper practice charges), complaints, appeals, demands, and any otherliabilities of any kind or nature whatsoever (collectively, “Claims”) that any Releasor now has or ever had against any Release, whether known or unknown, suspected or unsuspected, asserted or unasserted, for (2) Claims for any unpaid, underpaid, or late-paid wages, (b) Claims arising under the Fair Labor Standards Act, (c) Claims arising under the New York Labor Law or any other federal, state, or local law, regulation, or ordinance related to wages, hours of work, wage payment, benefits, or any amounts alleged to be owed in exchange for work, and (d) Claims for attorneys’ fees, penalties, interest, costs, or expenses (the Claims released by this paragraph may collectively be referred to as the "Released Claims”). For the avoidance of doubt, and not by way of limitation, the Released Claims include, but are not limited to, any and all Claims involving (a) alleged unpaid time officers spent donning and doffing uniforms and equipment, (b) alleged unpaid time officers spent attending preliminary or postliminary briefings or meetings, (c) alleged unpaid time officers incur due to missed or interrupted meal periods, (d) alleged unpaid overtime to officers due to the Village's alleged failure to properly adopt a two-week, 84-hour “work period” under Section 7(k) of the FLSA, (e) alleged failure to include any sick leave bonus provided under the CBA in each officer's regular rate of pay for overtime purposes, (f) alleged failure to include any shift differential provided under the CBA in each officer’s regular rate of pay for overtime purposes, regardless of how such Claims were, are, or may be pled or characterized (e.g., as statutory violation, common-law claims, contract claims, tort claims, collective bargaining agreement claims, past practice claims, improper practice charge claims, grievance/arbitration claims, etc). ‘The Released Claims do not include any claim or claims that arise after the Effective Date. 8 Acknowledgement_of Bona Fide Dispute; Pre-titigation Dispute. The Village and the PBA acknowledge and agree that this Agreement reflects a fair and reasonable resolution of a bona fide dispute under the Fair Labor Standards Act and any other applicable federal, state, and local laws. The Village and the PBA also acknowledge and agree that this Agreement is an enforceable, pre-litigation settlement and release within the meaning of cases that include Gaughan v. Rubenstein, 16-cv-8062, 2017 WL 2964818 (S.D.N.Y. July 11, 2017) and Martin v. Spring Break ’83 Prods., LLC, 688 F.3d 247 (Sth Cir. 2012) among others. On behalf of each Releasor, the PBA acknowledges, represents, and agrees that the PBA and the PBA’s counsel have provided adequate representation in negotiations with the Village regarding the Fair Labor Standards Act and other claims raised, each Releasor has been fully apprised of is or her rights under the Fair Labor Standards Act by the PBA and the PBA’s counsel, there is a bona fide dispute between the Village and the PBA as to whether and to what extent any Releasor has any entitlement to wages under the Fair Labor Standards for the claims raised by the PBA, the Village and the PBA have engaged in good faith and arms-length negotiations over the last few months in an effort to resolve the various claims between the parties, and the PBA and the Releasors are receiving substantial benefits in exchange for their release of claims provided under this Settlement Agreement.9. Withdrawal of Grievance without Prejudice. As soon as possible following the Effective Date, the PBA agrees that will undertake all actions necessary to, and will accomplish, the complete withdrawal without prejudice of the June 16, 2022 grievance filed by the PBA (the “Grievance”, a copy of which is attached at Exhibit A. The PBA further agrees that it will not file any grievance or arbitration arising out of the same nucleus of facts at issue in the June 16, 2022 grievance. The PBA and the Village agree that the accomplishment of the complete withdrawal without prejudice of the Grievance is a material condition of this Agreement. 10. Withdrawal of Improper Practice Charge without Prejudice. As soon as possible following the Effective Date, the PBA agrees that it will undertake all actions necessary to, and will accomplish, the complete withdrawal without prejudice of the October 13, 2022 Improper Practice Charge the PBA filed with the New York State Public Employment Relations Board (the “Improper Practice Charge”), a copy of which is attached at Exhibit B. The PBA further agrees that it will not file any improper practice charge arising out of the same nucleus of facts at issue in the October 13, 2022 Improper Practice Charge. The PBA and the Village agree that the accomplishment of the complete withdrawal without prejudice of the Improper Practice Charge is a material condition of this Agreement. 11. Cooperation. The PBA and each of its members, together with their counsel, agree to fully cooperate, in good faith, with the Village and its counsel in defending the validity and enforceability of each term of this Agreement, and in taking all steps necessary to implement and comply with the terms of this Agreement. 12. Acknowledgements. The PBA acknowledges and agrees that: a. _ithas had a reasonable period of time to consider the terms of this Agreement, and the PBA will deliver an executed original of this Agreement to John M. Godwin, Esq., Hodgson Russ LLP, 140 Pearl Street, Suite 100, Buffalo, New York 14202, with a copy via email to 1Godwin@hodgsonruss.com; b. _itand the Releasors have been represented by competent and independent legal counsel, Bartlo, Hettler, Welss & Tripl, in connection with the review, negotiation, and execution of this Agreement; ._ithas voluntarily executed this Agreement on behalf of itself and its members; d. itis legally competent and duly authorized to enter into this Agreement and make each of the representations and binding commitments contained herein, and such competence and authority is not subject to any limitations or restrictions; and fe. the making of this Agreement is not, and shall not be construed or represented as, an ‘admission that the Village or any other Releasee has violated any law or has committed any wrong against the PBA or any other person or entity. 13. Effective Data. This Agreement will become effective on the first date that all of the following statements are true: (a) the Agreement has been executed by the PBA; (b) the Agreement has been executed by the Village; and (c) the Agreement, fully executed by both parties, has been submitted to and approved by formal action of the Board of Trustees of the Village (the "Effective Date”), For the avoidance of doubt, this Agreement cannot become effective or binding without the Board of Trustees ofthe Village affirmatively voting to approve this Agreement. 14, Breach, Invalidity, or Unenforceability. This Agreement and Section 2 of the November 2022 Memorandum of Agreement between the Village and the PBA (including the new sentence added to Section 28.1 of the Collective Bargaining Agreement) will all be deemed void ab initio, and of no force or effect whatsoever, asf this Agreement and Section 2 of the November 2022 Memorandum of Agreement had never been executed or agreed to, if any of the following occur: (2) any court or arbitrator of competent jurisdiction finds that the PBA or the Village has breached any of its obligations orrepresentations under this Agreement; or (b) any court o arbitrator of competent jurisdiction finds that any term, condition, or other part of this Agreement is invalid or unenforceable; or (c) the PBA or any member of the bargaining unit subsequently files any grievance or arbitration arising out of the same nucleus of facts at issue in the June 16, 2022 grievance; or (d) the PBA or any member of the bargaining unit subsequently files any improper practice charge arising out of the same nucleus of facts at issue in ‘the October 13, 2022 Improper Practice Charge; or (e) the PBA or any member of the bargaining unit subsequently files any claim in any other forum arising out of the same nucleus of facts at issue in the June 16, 2022 grievance or the October 13, 2022 Improper Practice Charge. 15. General Provisions. Electronic signatures and copies of signatures transmitted by facsimile, PDF, or electronic means shall have the same effect as original signatures. This Agreement represents the entire ‘agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, offers, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may not be modified orally or through any practice or conduct, but rather only in a writing executed by both parties. This Agreement will be governed by the laws of the State of New York, without regard to the principles of conflict of law. 16. Interpretation. Each party has participated in the negotiating and drafting of this Agreement in consultation with legal counsel, and therefore, this Agreement will be fairly interpreted as drafted, rather than for or against either party 17. No Precedent or Practice. For the avoidance of doubt, the parties agree that the Village’s payment of the Back Pay, the Ratification Payment, and the Attorneys’ fees will not establish (or be cited as) any precedent or practice between the parties, including the method the Village will follow to resolve any future disputes with the PBA. FOR VILLAGE OF ALBION: FOR ALBION POLICE BENEVOLENT ASSOCIATION: wv Ange fein Lo on Dane! Brose Bek Loos Tile:_ Mayer Title:_ “Pesichert pate:_1}]4/ vate: 05/2023.