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3.12 3.12 2022 ORGANIZATIONAL\Hyde Collection—4-18-2022 RESOLUTION AUTHORIZING AGREEMENT BETWEEN TOWN OF QUEENSBURY AND HYDE COLLECTION RESOLUTION NO. ,2022 INTRODUCED BY: WHO MOVED FOR ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 484,2007, the Queensbury Town Board provided for the Town's receipt of occupancy tax revenues from Warren County in accordance with the Local Tourism Promotion and Convention Development Agreement(Agreement) entered into between the Town and Warren County, and WHEREAS, the Agreement provides that specific expenditure of the funds provided under the Agreement are subject to further Resolution of the Town Board, and WHEREAS, the Hyde Collection helps to promote the cultural development of the community, attracts many persons to the Queensbury area and provides an economic boon to the community, and WHEREAS, the Town Board wishes to provide funding to the Hyde Collection in the amount of$10,000 with occupancy tax revenues received from Warren County and accordingly enter into an agreement with the Hyde Collection for the year 2022 for the promotion of events to Town and area residents, and WHEREAS, a proposed Agreement has been presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves the Agreement between the Town and the Hyde Collection substantially in the form presented at this meeting and authorizes and directs the Town Supervisor to execute the Agreement, with funding for the Agreement not exceeding the sum of$10,000 and to be provided by occupancy tax revenues the Town receives from Warren County,to be paid for from Account No.: 050-6410-4412, and BE IT FURTHER, RESOLVED that the Town Board authorizes and directs the Town Budget Officer to take all actions necessary to amend the Town Budget and increase appropriations and revenues as necessary as follows: • Revenue Acct No. —050-0000-51113 Occupancy Tax Revenue $10,000; • Expense Acct. No. —050-6410-4412 Use of Occupancy Tax $10,000; and RESOLVED, that such Agreement is expressly contingent upon confirmation by the Town that unallocated occupancy tax funds are available from Warren County. Duly adopted this 18t'day of April, 2022,by the following vote: AYES NOES ABSENT: 2022 AGREEMENTS\Hyde Collection LOCAL TOURISM PROMOTION AND CONVENTION DEVELOPMENT AGREEMENT This Agreement is made as of the I" day of January, 2022 by and between the Town of Queensbury, a municipal corporation with its principal place of business located at 742 Bay Road, Queensbury, New York 12804 (hereinafter referred to as "Municipality") and The Hyde Collection, with a principal place of business located at 161 Warren Street, Glens Falls, New York 12801 (hereinafter referred to as "Contractor"). WITNESSETH WHEREAS, the Municipality has received from Warren County certain funding derived from revenues received by the County as a result of the imposition of the Occupancy Tax authorized by act of the New York State Legislature (Chapter 422 of the Laws of 2003), hereinafter "Occupancy Tax Funds," and WHEREAS, Municipality has agreed to expend the Occupancy Tax Funds for tourism promotion and tourist and convention development and, more specifically, to enhance the general economy of the Municipality through the promotion of tourist activities, conventions, trade shows, special events and other directly related and supported activities for such purposes, and WHEREAS, the Contractor is (1) ready, willing and able to provide services and/or materials consistent with the terms upon which the Municipality must expend the funds and as more specifically described in the attachment annexed hereto as Schedule A and (2) possesses or can make available all necessary qualified personnel, licenses, facilities and expertise to carry out the terms of this Agreement; NOW, THEREFORE, in consideration of the promises, responsibilities, and covenants herein, the Municipality and the Contractor agree as follows: 1. Services/Materials The Contractor shall provide services and /or materials as more specifically described in the attachment annexed hereto as Schedule "A". /Contractor— Please attack a detailed description of serviceshnaterials to be provided, the costs and the period for performance of services or supply of materials j 2. Contract Sum A. For the Services performed and/or materials furnished under this agreement the Contractor shall be paid the sum of$10,000. The Contractor shall not be entitled to out-of-pocket expenses. Contractor shall not be entitled to partial payment for services rendered or materials furnished at the end of end of each thirty(30) day period as work proceeds. B. Payment of amounts owed by,the Municipality by virtue of this contract shall be as set forth above for all services to be performed and all out-of-pocket expenses incurred by reason of this Agreement. There shall be no other amounts due and payable by the Municipality regardless of costs or expenses of the Contractor except for additional services requested by the Municipality which are beyond the Scope of Services and those services customarily performed as a part thereof. 3. Pa ment A. In order to receive payment under this Contract, the Contractor shall furnish: i) a completed and fully executed Agreement; ii) an invoice or other statement identifying and itemizing the services rendered or materials furnished and charges for the same and if the contract includes or requires payment for services at an hourly rate, that rate shall be specified for each person charged for and employed in the performance of the contract, III) such other documents as are required by the standard billing procedures of Municipality, iv) a detailed description of how the funds will be used, as well as statistical information describing how the Town's financial investment impacted the program's success, including attendance figures, demographics, etc., v) in the event that Contractor uses subcontractors or material supplier in connection with the services and or materials furnished under this agreement, the Contractor shall obtain from any subcontractors or material suppliers the same documentation required of herein above of Contractor and submit the same to the Municipality to support Contractor's claim for payment, vi) the Contractor shall promote the Municipality in whatever media in which they spend the Town's contribution including, but not limited to, the Town's logo being incorporated into written advertising materials, brochures, radio and/or television ads,etc. B. Payment shah be made thirty(30) days from: i) the furnishing of all materials and completion of required work, or ii) receipt of all documentation required by this section, whichever date is later. 4. Term The initial term of this Agreement shall commence upon execution of this Agreement and terminate when the services have been completed or the material furnished as provided for in Schedule "A" or December 31, 2022, whichever date is sooner. On December 31, 2022, in the event that there are any services or materials to be provided under this Agreement that the contractor has not provided, all work and services shall immediately cease unless continuation after December 31, 2022 is specifically authorized by Resolution of the Governing Board of Municipality. This Agreement may be terminated at any time upon mutual written consent of the Municipality and Contractor. The Municipality may terminate this Agreement immediately upon written notice of termination to the Contractor, if the Contractor fails to comply with the terms and conditions of this Agreement and/or any laws, rules, regulations, policies or procedures affecting this Agreement. Written notice of termination, where required, shall be sent by personal messenger service or by certified mail, return receipt requested. The termination shall be effective in accordance with the terms of the notice. Upon receipt of the notice of termination, the Contractor agrees to cancel, prior to the effective date of any prospective termination, as many outstanding obligations as possible, and agrees not to incur any new obligations at the receipt of the notice without approval by the Municipality. In no event shall the Municipality be liable for expenses or obligations arising from programs or other expenditures made pursuant to the terms of this Agreement after the termination date. 5. Reports to be Filed Concerning Funds and Expenditures At the end of the contract term or at the end of each calendar year, whichever occurs first, the Contractor shall file with the Municipality a report which shall include: i) the number of persons served by the services or materials provided by Contractor pursuant to this Agreement, ii) an outline of plans for continuing the activity or project, and iii) any and all other reasonable information that the Municipality may deem necessary by further Resolution adopted by the Board. 6. Records/Audits The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this Agreement (herein collectively "the Records") in accordance with the following requirements: i) the Records must be kept for the balance of the calendar year in which they were made and for six (6),additional years thereafter, and ii) the Municipality Chief Executive Officer, the Chairman of the Warren County Board of Supervisors, the Tourism Committee of the Warren County Board of Supervisors, the Warren County Administrator of Fiscal Services, the County and Municipality Attorney, or any other person or entity authorized to conduct an examination, as well as the Municipality governing board and the Warren County Board of Supervisors, shall have access to the Records during normal business hours at an office of the Contractor, or, if no such office is available, at a mutually agreeable and reasonable venue within the Municipality, for the term specified above for the purposes of inspection, auditing and copying. The Municipality shall take reasonable steps to protect from public disclosure any of the records which are exempt from disclosure under §87 of the Public Officers. Law (the "Statute") provided that; a) the Contractor shall timely inform an appropriate Municipality official, in writing, that said records should not be disclosed; and b) said records shall be sufficiently identified and designation of said records as exempt under the statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the Municipality's or County of Warren's right to discovery in any pending or future Iitigation. 7. Indemnification The Contractor shall defend, indemnify and hold harmless the Municipality and its officers and employees from claims, notices of claims, suits, actions, damages and costs of every kind and nature, including but not limited to reasonable attorney's fees, arising out of activities funded or otherwise carried out pursuant to the terms of this Agreement. 8. Nature of Agreement/Independent Contractor This Agreement is a funding agreement. This Agreement is not intended to create, nor shall it be construed as creating, a joint venture or partnership. The Contractor is an independent contractor and may neither hold itself out nor claim to be an officer, employee or subdivision of the Municipality, nor make any claim, demand or application to or for any right, based on any different status. 9. Discrimination Prohibited The services to be furnished and rendered under this Agreement by the Contractor shall be available to any and all residents of Warren County without regard to race, color, creed, sex, religion, national or ethical origin, handicap or source of payment; and under no circumstances shall a resident's financial ability to pay for the services be provided be considered, unless such consideration is allowed by State and/or Federal law, rule or regulation. 10. Non-Discrimination and Employment The Contractor shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability or marital status. Further, the Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex or national origin (i) discriminate in the hiring against any citizen who is qualified and available to perform work; or (ii) discriminate against or intimidate any employee hired for the performance of work funded by this Agreement. 11. No Partisan' Political Activity Funds provided pursuant to this Agreement shall not be used for any partisan political activity, or for activities that may influence legislation or the election or defeat of any candidate for public office. 12. Non-Assignment/No Sub-Recipients This Agreement may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the previous consent, in writing, of the Municipality, and any attempts to assign the contract without the Municipality's written consent are null and void, except that contracts entered in to by the Contractor with third parties for commodities and/or services that are part of the services to be performed as identified in Schedule "A" attached hereto shall not be deemed prohibited by this clause. 13. Workers' Compensation/Disability This Agreement shall be void and of no effect unless throughout the life of the Agreement, the Contractor shall secure compensation insurance and disability insurance for the benefit of such employees engaged under this Agreement as are by law required to be insured by provisions of the Workers' Compensation Law and New York State Disability Law. Proof of compensation and disability insurance shall be in the form(s) approved by the Workers' Compensation Board. 14. Set-Off Rights The Municipality shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the Municipality's option to withhold for the purposes of set-off any monies due the Contractor under this Agreement up to the amounts due and owing to the Contractor with regard to this Agreement, any other Agreement with any Municipality department or agency, including any contract for a term commencing prior to the term of this Agreement, plus any amounts due and owing to the Municipality for any other reason, including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. 15. Executory Clause The Municipality shall have no liability under this Agreement to the Contractor or to anyone else beyond the funds appropriated and available for this Agreement. 16. International Boycott In accordance with §220-f of the Labor Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation, has participated, is participating, or shall participate in an International boycott in violation of the federal Export Administration Act of 1979, or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted, or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the Agreement's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the Municipality Manager within five (5) business days of such conviction, determination or disposition of appeal. 17. Compliance with Law The Contractor warrants, covenants and represents that: i) it is aware of and familiar with the provisions of General Municipal Law §801, 803 and 805-A, and of the Code of Ethics of Warren Municipality, ii) at no time during the term of this Agreement shall it knowingly permit or allow performance of its services for the Contractor under this Agreement to involve any violation of said statutory provisions or of the Code of Ethics, and iii) it shall fully comply with all other general and special laws and regulations of the State of New York, as well as with all local laws and resolutions of the Municipality, applicable to the services to be performed by the Contractor under this Agreement. 18. Disputes Disputes involving this Agreement, including the breach or alleged -breach thereof, may not be submitted to binding arbitration, but must, instead, be heard in a court of competent jurisdiction within the State of New York. 19. Amendment This Agreement may not be amended, modified or renewed except by written agreement signed by the Municipality and the Contractor. 20. SeverabLlity If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 21. Entire Agreement This Agreement is the entire agreement between the parties and it shall be construed in accordance with the laws of the State of New York. Approved as to form: TOWN OF QUEENSBURY By: E sq. JOHN F. STROUGH, 111,Town Supervisor Town Counsel Date: THE HYDE COLLECTION By: NORMAN E. DASCHER,JR. Chief Executive Officer Date: STATE OF NEW YORK ss.: COUNTY OF WARREN On the day of April in the year 2022, before me, the undersigned, a Notary Public in and for said state, personally appeared JOHN F. STROUGH, III personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument,the individual,or person upon behalf of which the individual acted,executed the instrument. Notary Public STATE OF NEW YORK ss.: COUNTY OF WARREN On the day of_, in the year 2022, before me, the undersigned, a Notary Public in and for said state, personally appeared NORMAN E. DASCHER, JR. personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that lie/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or person upon behalf of which the individual acted, executed the instrument. Notary Public SCHEDULE A Contractor to attach a detailed description of services/materials to be provided, the costs and the period for performance of services or supply of materials ^ 1 SCRGIOLAU� A 2022APPLICAT0N 2O22 REQUEST FOR TOWN 0FDUEENSBURY OCCUPANCY TAX Note:Completion mf the application does not guarantee occupancy tax distribution Occupancy tax allocation must be in accord with Warren County's Local Law No.4 of 2003 andamended by Local Law No. 10 of 2006,which states, in part, under Section 16. Disposition of Revenues: "...allocated only for tourism promotion and tourist and convention development...toenhance the general economy of the County of Warren,and its city, towns and villages through the promotion of tourist activities, conventions,trade shows, special events and other directly-related and supported activities." See also:Schedule A SPENDING GUIDELINES The money allocated will bring about an opportunity that will: 1. Bring about an increase in visitations to Queensbury,which might not have occurred otherwise. 2. Enhance the visitors'experience/na way that will helps assure: a. An increase/n the likelihood of return visits. b. Will have a cumulative effect of producing other visitations. Incidental justification:The enhanced experience will offer benefits 10 our local residents. SUBMISSION REQUESTS can be submitted upto April]C\ ZD2J PRE3ENTAT|ONS: TBD Please complete the following: (Numbered with headings in this format only) l. Name of organization:The Hyde Collection 3. 0rQanization's Address: 161 Warren Street, Glens Falls, NY12Q0l 3. Contact names and information: NorrnanE, Qascher,Jr.;Chief Executive Officer 518-792-1761x319 dasIhe h�LoecPUecdo.n.g(� John Lefner;Chief Development Officer 518'792'1761x328 | ihtfii,!��Co�hvdecc)Kpc1ioii.or� 4. Describe your organization: The Hyde is one of the Northeast's exceptional small art museums with distinguished collections of European and American art. Comparable to that of a major metropolitan museum, the core collection, acquired by Museum founders Louis and Charlotte Hyde, includes works by such artists asSandro GotticeUi E/Greco, Rernbrandt, Peter Paul Rubens, Edgar Degas,Georges Seurat, Pablo Picasso,and Pierre-Auguste Renoir, and American artists Thomas Eakins,Childe Hassam, Winslow Homer,and James McNeill Whistler,The Museum's collection of Modern and Contemporary art features works by artists including Josef Albers, Dorothy Dehner,Sam Gilliam, Adolph Gottlieb,Grace Hartigan, Ellsworth Kelly,Sol LeVV/tt, George McNeil, Robert Motherwell, Ben Nicholson, Robert Rauschenberg, and Bridget Riley.Today,The Hyde offers 1 2 significant national and international exhibitions,and a packed schedule of events that help visitors to experience art in new ways. S. What is the amount you are requesting?The Hyde Collection is requesting$12,000 in 2022. 6. Describe your event: The Hyde Collection is enthusiastically preparing for the organization's 601h birthday in 2023. During that milestone season,The Hyde will present a body of work by the internationally acclaimed American Sculptor,David Smith.Mr.Smith,an abstract expressionist inspired by Pablo Picasso and Julio GonzSlez,was born in Indiana and began his career as an artist in Ohio.He relocated to New York at the age of 20.By the time the artist had received critical acclaim as an abstract welder and sculptor in his mid-thirties,he found inspiration right here in Warren County, settling in Bolton Landing for the remainder of his career and life.Mr.Smith was the first guest curator at The Hyde Collection shortly after the opening of the Museum and his work has been displayed prominently locally, regionally, nationally,and overseas at some of the art world's finest and most recognizable institutions such as The Guggenheim,The Whitney,The Hirshhorn, The Detroit Institute of Arts,The Metropolitan Museum of Art,and for the first time in over 50 years,at The Hyde Collection. Further, 13 pieces art created by Mr.Smith have been displayed at the Storm King Art Center in Orange County.This exhibition is sure to create excellent art enthusiast tourism up and,down the 1-87 Corridor as well as encourage guests to return in the future. 7. Date(s)of the above:Mid-June through Mid-September,2023 with promotion of the exhibition and the anniversary kicking off in May of 2022. 8. Estimated number of persons served for this event: We estimate visitorship during the David Smith exhibition to surpass 10,000 guests,averaging approximately 200 guest per day.This exhibition is seen as the most significant since The Hyde Collection hosted the Georgia O'Keeffe show in 2013. 9. Describe how your event fulfills the following requirement: Your organization's request must be expended for promotion of the Town of Queensbury,be it tourist activities,conventions, trade shows,special events and other directly related and supported activities. Promotion or promoting is defined as furthering the growth of,establishment of,sales,and/or contributing to the growth, enlargement,or prosperity of and/or to forward or to encourage ortoadvance. The Hyde Collection feels strongly that the 6011 anniversary and the David Smith exhibition will serve as an excellent draw during the summer months of 2023,bringing thousands of visitors to the Queensbury region.Further,The Hyde Collection serves as a beacon of inspiration for Queensbury residents as the most significant fine arts institution in the region.At present,we serve over 3,000 Queensbury residents annually.Students from Queens' bury High School participate in our annual High School Jurled Show(2022 will be our 3111 consecutive year featuring the works of our talented local young people)and we are excited to report that in March of 2022,we will have Katelyn Foley join us as our Curator of Education and Engagement with a primary responsibility to establish and facilitate thought provoking,interesting,and enjoyable programs and activities for our arts loving community,year-round. 2 3 10. Do you have empirical data that supports your request? Like number of nights generated and/or potential economic impact of the event? If so please describe:The Hyde Collection continues to improve its visitor data collection. Recently, we have found that over 40%of our visitors join us from outside of a three hour radius of the Museum,with 25%of those attendees enjoying the local hospitality of inns, hotels, motels, or short term rentals in our region. 11. Does your organization receive financial support(occupancy tax or otherwise)from thecounty or any other municipality?Is so,please describe: In 2021,The Hyde Collection was grateful to receive $9,500 from the City of Glens Falls Occupancy Tax Distribution and $15,000 from the Warren County Tourism Department for advertising, promotion, and marketing materials for the 2021 exhibition series. 12. *Specific to the funds you are requesting, please detail below how this money will bespent: *Note 1: You will be reimbursed based on actual expenses and based on the receipts you submit. You willonly receive that amount approved by the Town Board. *Note 2:!f the occupancy tax you are requesting will be spent on the purchase of promotion products, likemedia ads, coffee mugs, handouts, etc., those products must include the Town's logo. TV or radio advertising would have to include recognition of the Town of Queensbury.SEE TOWN LOGO: The requested$12,000 will be used to advise the local, regional,and national market of visitors to our region about the David Smith exhibition and our 60th anniversary. It is our ambition for The Hyde Collection to be recognized nationally and internationally as one of the finest art museums available to the public,while leveraging all that there is to offer in our region—fine dining, beautiful natural settings,and a strong local economy as attractors..With the support of the Town of Queensbury,The Hyde Collection can continue to expand its footprint, offer more services to our community,and elevate the reputation and magnetism of our region. The iconography of the Town of Queensbury will be prominently displayed on all qualifying materials as recognition for the town's great generosity. 13. If applicable,explain how you have used the town's occupancy tax distribution(s) in thepast 5 years: During the past five years,The Hyde Collection has been grateful to receive the Town of Queensbury's support for promotion of our exhibitions,as follows: • In 2020,Queensbury provided The Hyde Collection with $10,000 • In 2019,Queensbury provided The Hyde Collection with $10,000 • In 2018,Queensbury provided The Hyde Collection with $9,000 • In 2017,Queensbury provided The Hyde Collection with$8,000 Please attach your organization's budget to this worksheet. Submit application and accompanying documents to Town of Queensbury Supervisor's Office, Attention to Victoria La Marque,742 Bay Road,Queensbury, IVY 12804 or email at: vici��ridltt��c :ris�u; ,_rlr_You can email for a word document version if you would like. 3 Income 4010•Contritxdtonsloonations 367,000.00 4110•Gft4n-Kind income 5,000.00 4210•Business Support 20,000.00 4230-Foundation Support 211,000.00 4500-Government Support 25,000.00 5100-Admission 38,000.00 5150-Curatorial Revenue 5,900.00 5180-Educational Programs Revenue 25,082.00 6200•Membership 145.000.00 5310•Investment Income-Unrestrict 500.00 5440•Gross Sales I1,00D.00 5490-Miscellaneous Income 5500-Rentals 3,400.00 5800-Fundralsing Income 391,396.00 6800-PPP Loan Forgiveness Income 0.00 6801-SVOG Funds 0.00 6802-EIDL Funds 0.00 6900-Releases 0.00 Total Income 1,248,277.00 Cost of Goods Sold 50000-Coat of Goods Sold 2.500.00 Total COGS 2.500.00 Gross Profit 1,245,777.00 Expense 7200•Compensation 832,812.00 7500-Contract&Professional Fees 286.646.00 8104-CuratodatlPermanent Collection 3,600.00 t110S-CumtodaOExhlbition Expense 25,600.00 8106-Fundmlaln9 Event Expenses 125,OOD.00 6107-Educational Program Expenses 4,ODD.00 8110-Otflce Expense 13,100.00 8115-Catering&Hospitality-NF 1,000.00 8116-Art Conservation Expense 5,000.00 8130-Telephone&Internet 8,060.00 8150-Advertising 28,476.00 8170-Print&Pubs 27,950.00 8200•Facilities 4%000.00 8210.Security Upgrades 25,000.00 8220•Utilities 120.000.00 8300-Travel Expenses(non-program) 1,000.00 8320•ConferancelSominaNProf Develop 500.00 0490•Miscellaneous Expense O.DO 8495-COVID Expenses 1,000.00 8510-Interest Expense 13,500.00 8520-insurance 74,000.00 8530-DueslSubscripttanslFees 9,500.00 8610-Bank/Merchant Fees 8,000.00 TotalF-xpense 1,662,644.00 (416,867.00) T120-Revenue Tomporarlly Restricted 0.00 7130-Revenue-Permanently Restricted 0.00 7140.01-Not Investment Revenue 5300-Appropriations 5302-Froehlich Appropriaton 174,356.00 5304•deS ells Appropriation 776.00 5305-General Appropriation 404,936.00. Total 5300•Appropriations 580,067.00 TO00-Pooled Investments Total 7140.01•Not Investment Revenue 0.00 7100-Temporarily Restricted Releases T392-Depreciation Expense