PLEA AND COOPERATION AGR"EEMENT

1. This is the plea and cooperation agteement between the Office of the Attorney

General of the State of New York ("OAG") and John Maggio, hereinafter referred to as "the

defendant."

2. This.memorandum constitutes the entire agreement between the defendant and

OAG. This agreement supersedes any prior promises, agreements or conditions between the

parties. No promises, agreements or conditions have been entered into other than those set forthin this agreement. No modification, deletion or addition to this agreement will be valid orbinding on either party unless put into writing and signed by both parties. This agreement willbecome effective immediately when signed by all the signatories listed below.

3. The defendant's attorney is David Rothenberg, who is present in court with the

defendant today. The defendant is satisfied with the representation provided to him by hisattorney. The defendant understands that he has a right to have an attomey throughout theprosecution and trial ofthese charges and ifthe defendant cannot afford an attorneyo one wouldbe appointed for him.

4. The Plea and Related Terms:

a. The defendant agrees to plead guilty to the crime(s) ofCombination in Restraint of Trade and Competition in violation ofGeneral Business Law $$ 340 and 341, also known as a violation of NewYork State's Donnelly Act. Specifically, the defendant will plead guilty toCount four of Indictment Number l007AG/2013.

b. The defendanthas been advisedof, and understands, the natureofthecharges against him, the elements of the offenses with which he is charged,and the range of permissible sentence(s).

c. By pleading guilty, the defendant is giving up the following rights,which he has discussed with his attorney.

(l) The defendant understands that by pleading guilty heis giving up his right to a trial by a l2-person jury drawn from abroad cross-section of the community.

(2) The defendant understands that by pleading guilty heis giving up his right to have the People produce witnesses to testifyagainst him.

(3) The defendant understands that by pleading guilty he

is giving up his right to have his attorney cross-examine anywitnesses who may testify against him.

(4) The defendant understands that by pleading guiltyhe is giving up his right to have his attorney produce witnesses totestify for him.

(5) The defendant understands that by pleading guiltyhe is giving up his right to remain silent and his right to eithertestify or not testify at trial.

(6) The defendant understands that by pleading guiltyhe is giving up his right to have the People prove his guilt beyond areasonable doubt by a unanimous verdict of l2 jurors at trial.

(7) The defendant understands that by pleading guilty hisplea will operate just like a conviction of guilty after a jury trial.

(8) The defendant understands that by pleading guilty, ifhe has a defense to this charge, he is giving up his right to present thatdefense at trial in this criminal case.

(9) The defendant understands that by pleading guilty heis giving up his right to claim that the police did anything illegal inregard to this charge, and his right to a hearing to determine if thatpolice conduct was, in fact, illegal.

(10) The defendant has been advised ofand understandsthat he is pleading guilty to a felony, and if he is found guilty of asecond felony within ten years, he will be sentenced to a StateCorrectional Facility as a Second Felony Offender for a maximumand minimum period of time.

(11) Further, in consideration for and as part of the pleaagreement in this matter, the defendant hereby withdraws anypending motions in this criminal case, without waiving any right toassert in other proceedings, any defenses or arguments raised in suchmotions.

(12) Further, in consideration for and as part of the plea

agreement in this matter, the defendant hereby waives and

relinquishes his right to appeal from any judgment of conviction, and

from any proceedings herein that may result from this prosecution.The defendant has been advised of his right to appeal, his right to be

represented by an attorney on appeal, and his right to have an

attomey assigned for him on appeal if he cannot afford one. It is thedefendant's understanding and intention that this agreement will be a

complete and final disposition of the matter. The defendant makes

this waiver knowingly and voluntarily after having been fully advisedof his rights by the Court and having had a full and fair opportunity todiscuss these matters with his attorney

(13) The defendant hereby agrees to enter a plea ofguiltyin accordance with the terms of the plea offer which has been madeto him, having consulted with his attorney and having been advisedof all of the rights listed above.

d. The defendant has been advised and acknowledges that his failure toappear at any required court appearance is a violation of this agreement, his case

will move forward in his absence and he will be sentenced up to the maximumterm of imprisonment authorized by law.

e. Upon the defendant's guilty plea, he will allocute under oath and admitthat the facts contained in Exhibit A to this agreement are true. In addition, thedefendant shall admit that the facts contained in Exhibit B are also true.

f. The defendant represents that he has engaged in no criminal conduct otherthan that which he has specifically revealed to the OAG.

g. It is a violation of this agreement if the defendant has engaged in criminalconduct other than that specified in this paragraph.

5. The defendant's cooperation shall be as set forth in this paragraph.

Failure to comply with this paragraph in any respect shall be a violation of thisagreement. The defendant will provide truthful, complete and accurateinformation and will cooperate fully with OAG. This cooperation will include,but is not limited to:

a. The defendant shall attend all meetings at which OAG requests thedefendant's presence. The defendant agrees that the Attorney General maymeet with and debrief him without the presence of counsel, unless thedefendant specifically requests counsel's presence at such debriefings andmeetings. Matters occuning at any meeting or debriefing may be considered

by OAG in determining whether the defendant has complied with thisagreement and may be considered by the Court in imposing sentenOe

regardless of whether counsel was present at the meeting or debriefing.

b. The defendant shall keep OAG informed of his whereabouts at all times. Thedefendant shall not leave New York State without informing OAG and

providing contaat information and an itinerary.

c. The defendant shall furnish to OAG all documents, records and other materialthat may be relevant to all inquiries made by OAG concerning any criminalconduct about which he has any knowledge or information and that are in the

defendant's possession or control.

d. The defendant shall participate in the investigation by OAG of any matterrequested by the OAG, including, but not limited to, participating inundercover activities, but only pursuant to the specific instructions and

approval of law enforcement agents.

e. The defendant shall fully, fairly and truthfully testif, before the grand jury, at

any trial, and at any other proceeding that OAG may direct. In the event thatthe defendant should testiff before the grand jury, he shall waive immunitypursuant to Criminal Procedure Law section 190.45. In the event that thedefendant should testify at any other proceeding, he shall not assert anyprivilege against self-incrimination.

f. The defendant shall commit no further crimes.

g. The defendant shall consent to any adjoumments and agrees to waive anyrights he may have to be sentenced without unreasonable delay.

h. The defendant shall pay $350,000.00 (three hundred fifty thousand dollars) tothe Office of the Attorney General as reimbursement for costs of prosecution.

i. The defendant agrees to pay the above-referenced sum as follows: thedefendant will pay $175,000.00 (one hundred seventy five thousand dollars) atthe time of his plea and the remaining $175,000.00 (one hundred seventy fivethousand dollars) at the time of his sentencing.

6. If the defendant fully complies with this agreement:

a. At the time of his sentencing, if the defendant complies with the terms ofthis agreement, as determined solely by OAG', OAG will inform the Court of thenature and extent of the defendant's cooperation and, subject to the Court'sapproval, consent to the defendant's withdrawal of his guilty plea to the "E"felony crime of Combination in Restraint of Trade and Competition, also knownas a violation of New York State's Donnelly Act, in violation of General Business

Law $$ 340 and 341, so that he may enter a plea of guilty to the "A"misdemeanor crime of Attempted Combination in Restraint of Trade and

Competition in violation of GeneralBusiness Law $$ ll0l340 and I l0/341. ThePeople and the defendant will then jointly make a sentencing recommendation tothe Court. The recommendation will be a sentence of a one year conditionaldischarge, a condition being 200 (two hundred) hours of community service in theform ofvoluntary accounting services provided to a charity or nonprofit approved

by OAG and the payment of the cost of prosecution as set forth in paragraph 5.

The defendant understands that the Court has the authority to impose any lawfulsentence, including a prison sentence, pursuant to the defendant's plea of guilty.The maximum permissible sentence[s] for the crime[s] of Combination inRestraint of Trade and Competition in violation of General Business Law $$ 340and341, is a state prison sentence of one-and-a-third to four years.

If the defendant violates this agreement in any respect, as determined solely byOAG2:

a. The defendant will not be released from his plea of guilty but OAG will bereleased from its obligations under this agreement.

b. OAG will fully inform the Court, in detail, regarding the defendant'sfailure to comply with the terms of this agreement. OAG reseives the right torecommend any lawful sentence to the Court, up to and including the maximumsentence authorized by law for the crimes to which the defendant has pled guilty.OAG will request, if necessary, that sentence be imposed in the defendant'sabsence. The defendant understands that the Court has the authority to imposeany lawful sentence.

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' But reviewable by the Court for abuse of discretion.'But reviewable by the Court for abuse of discretion.

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c. OAG may prosecute the defendant for any crime he has committed, as

authorized by law, and is not limited by any term of this agreement.

d. As to any prosecution brought by OAG pursuant to this paragraph, the

defendant waives any claim that (l) any statement or testimony he has made orgiven to OAG on or after September 18,2013, (2\ any testimony given by himbefore any grand jury or other tribunal, whether before or after the date thisagreement is signed by the defendant, (3) any property, documents, records orother materialthat OAG has obtained from him, and (4) any evidence derivedfrom such statements, testimony, property, documents, or other material is

inadmissible against him. Moreover, the defendant waives any claim under anyprovision of law that statements made on or after September 18, 2013 or any leads

or evidence derived therefrom should be suppressed.

e. As to any prosecution brought by OAG pursuant to this paragraph for anyoffense committed within five years prior to the date of this agreement or for anyoffense committed on or after the date of this agreement, the defendant waivesany claim that such prosecution is barred either on grounds ofspeedy trial, speedyarraignment, the statute of limitations, the New York State Constitution, or Article30 or Article 40 of the New York State Criminal Procedure Law.

This Agreement is limited to the Office of the New York State Attorney Generaland cannot bind other government agencies. However, OAG will bring the cooperationof the defendant to the attention of other prosecuting offices, if so requested.

OAG agrees to communicate or to provide a letter, upon request of thedefendant's attorney, describing the nature and extent of his cooperation with OAG,pursuant to paragraph 5 of this agreement.

10. The defendant understands these rights, and the terms and conditions of this'pleaand cooperation agreement, which the defendant has read completely. The defendant'splea of guilty is given freely, voluntarily, knowingly, and without coercion of any kind.No threats.or promises have been made to the defendant to induce him to plead guilty.The defendant is not under the influence of alcohol, drugs, or medication, nor is there anyother mental or physical impairment, which prevents him from understanding theseproceedings here or from entering this plea knowingly, intelligently and voluntarily. The

. defendant's mind is clear and his judgment is sound.

Dated: Rochester, New York

Aib" day of N)nac,*Ir,2015

ERIC T. SCHNEIDERMANAttorney General ofthe State ofNew York

Assistant Attomey GeneralPublic Integrity Bureau

I have read the entire agreement and discussed it with my attorney. I understand all of itsterms, am g into it knowingly and voluntarily, and have signed it in the presence ofmy

David Rothenberg, Esq.Attorney for the ant John Maggio

MarvlA.'Gorman

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EXHIBIT AJOHN MAGGIO FACTUAL STATEMENT

From approximately 1980 to the present, I have been the principal of John Maggio,C.P.A., an accounting business located in Rochester, New York.

From approximately December 2008 to approximately April 2014,1was the owner ofNavitech Services Corporation ("Navitech"). I served as the president of Navitech fromDecember 2008 until the date when Steve Gleason was hired as president of Navitech.

I became the president and owner of Navitech under the following circumstances:

Starting in or around the summer or fall of 2008 I was approached by Daniel Lynch("Lynch"), then a sales executive in the Rochester, New York office of Siemens BuildingTechnologies, Inc. ("Siemens") about forming an entity for the purposes of (a) accepting

the assignment of a contract that Siemens had with a Local Development Corporation or"LDC" called Upstate Telecommunications Corporation ("UTC") and Monroe County(the "County"), which I will refer to as the UTC contract and (b) obtaining anotherpotential contract from Monroe County through another LDC, related to the County'ssafety and security systems, which I will refer to as the Public Safety contract.

During the course of forming this entity, I, along with Lynch and Yesenia Davids, cameup with the name "Navitech."

In general terms, I understood the UTC contract to be related to the County's upgrade ofits information technology ("IT") systems. The County contracted with UTC whichcontracted with Siemens to upgrade and maintain its IT systems. I understood Navitech'srole in accepting the assignment of the UTC contract from Siemens to be mostly relatedto the maintenance of the upgrades which had already been completed, and theadministration of the contract.

ln general terms, I understood the Public Safety contract to be related to the County'supgrade of its safety and security systems. I understood that similar to the UTC contract,the idea was for the County to contract with an LDC to finance the Public Safety projectand for Navitech to contract with the LDC to manage the project. I understood the PublicSafety contract to be additional business for Navitech in addition to Navitech'smanagement of the UTC contract. I came to understand that the entire cost of the PublicSafety contract, including the initial construction of all infrastructure, and the operationof the new security system over 20 years, would be approximately two hundred milliondollars.

7. Navitech was incorporated on or about December l, 2008.

8. Lynch and I opened a Navitech bank account with M & T Bank on or about January 14,2009.

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9. Both Lynch and I had signatory authority on that account.

10. I was initially listed as the president and owner of Navitech on all documents related toNavitech, including but not limited to the incorporation papers and documents related toNavitech's bank accounts. Eventually, Steve Gleason was hired by Navitech and giventhe title of president of the corporation.

I L Aside from signature cards for Navitech's bank account, Lynch was not listed as havingany ownership interest in or title with Navitech. Lynch's company, Treadstone, was

involved with Navitech and had the responsibility of selling or attempting to sell potentialcontracts on behalf of Navitech. Lynch was involved in strategic decision making at

Navitech, and had input into its day+o-day operations.

12. At or around the time Lynch approached me about forming Navitech in the summer orfall of 2008, and prior to the release of the County's Request For Proposal ("RFP")related to the Public Safety contract in February 2009,lknew from conversations withLynch, that Lynch intended for Navitech to obtain the Public Safety contract from theCounty.

13. At or around the time Lynch approached me about forming Navitech in the summer orfall of 2008, and prior to the release of the RFP related to the Public Safety contract, Ialso knew from conversations with Lynch that Lynch intended to utilize a LocalDevelopment Corporation or "LDC" to finance the project, similar to what he had donewith the UTC project.

14, Lynch made clear at the time that he approached me to form Navitech in the summer orfall of 2008 and prior to the release of the RFP related to Public Safety contract, that heintended Navitech to successfully obtain the Public Safety contract from the County, byutilizing an LDC that he would form later for the purpose of financing the project.

15. I was not involved in the development or creation of the County's RFP for the PublicSafety contract, or in Navitech's response to the Public Safety RFP. Lynch handled thedevOlopment and creation of the RFP with County officials and others as well as

Navitech's response to the Public Safety RFP. I primarily relied on Lynch with respect toNavitech's response to the Counfy's RFP for the Public Safety contract.

16. In fact, although as owner of Navitech I had to and did sign Navitech's RFP response onor about April 2, 2009, for its submission to the County, I did not read the entire contents.I primarily relied on and trusted Lynch with respect to Navitech's response to theCounty's RFP for the Public Safety contract because he handled everything related toNavitech's RFP response from start to finish.

17. I believed from conversations with Lynch and based on Lynch's work in developing theRFP, his work in forming Navitech, his financial stake in Navitech, and his work inresponding to the RFP on behalf of Navitech, that the County was likely to award thePublic Safety Contract to Navitech.

18. On or about April 28, 2009,lreceived a letter from the County addressed to me in mycapacity as owner and president of Navitech informing me that Navitech was awarded the

Public Safety contract from the County.

19. As planned from before Navitech was incorporated and as proposed in Navitech's RFPresponse, Lynch and others later formed the Monroe Security and Safety Systems LocalDevelopment Corporation, also known as the M3S LDC as a way to finance the PublicSafety project.

20. Following the award of the Public Safety contract to Navitech on April 28,2009,thecontract had to be approved by the County Legislature before being finalized.

21. Although Lynch played a role in founding Navitech, was involved in the decision-makingat Navitech, and handled the entirety of Navitech's response to the County's RFP for thepublic safety contract, to my knowledge, his actual role was not disclosed to thelegislature which ultimately approved the contract between M3S, the County andNavitech, despite the legislature asking specifically about Lynch's role at Navitech.

22.ln an August 26,2009 email to me, Lynch sent me a draft of what to send to the Countyin response to any questions about his role with Navitech and asked that I, as presidentand owner of Navitech, send that specific text to Nelson Rivera, the Chief InformationOfficer of the County.

23. I sent the text, word for word, at Lynch's request, to Rivera. To my knowledge, Riveraforwarded my email to the legislature. I knew that Rivera was going to forward the textto the legislature.

24.The text that Lynch wrote and I adopted and sent to Rivera by email, minimized Lynch'srole in Navitech, claiming in sum and substance that Lynch owned a consulting company,Treadstone, which offered to provide consulting services to Navitech for the public safetyand security project.

25. I knew that Lynch's role in Navitech was being minimized to the legislature when I sentthat emailto Rivera.

26.The contract between the County and M3S and M3S and Navitech was ultimatelvapproved by the legislature.

27. At the time Lynch approached me to form Navitech in or around the fall of 2008. I knewthat Lynch had previously formed a company called "Treadstone Developmentcorporation" ("Treadstone'o) in or around July 2008. I advised Lynch regarding theformation of Treadstone. I was never an officer or employee of Treadstone, although Idid serve in the role of outsource CFO for Treadstone.

28. Although Lynch was technically paid through Treadstone for his work on the PublicSafety project, to my knowledge all of the funds he was paid came directly fromNavitech.

29. Eventually, Lynch and I agreed that we would split the profits of Navitech equally.

30. For accounting purposes, because Lynch was not an employee or officer of Navitech,Lynch received payment from Navitech as follows: I, as the listed owner of Navitechwould issue a check to Treadstone. Lynch, the sole Treadstone employee, would thenpay himself through Treadstone.

31. Moreover, on several occasions, even though Lynch was not an employee or officer ofNavitech, I, as owner of Navitech would issue a check directly from Navitech to Lynchpersonally, at Lynch's request, for reimbursement of expenses.

32. Although Lynch and I agreed to share the profits of Navitech equally, I never reconciledthe actual disbursements of Navitech's profits to ensure that the money was distributedfifty-fifty.

33. For tax purposes, Navitech had no profits, and any profit from the UTC and Public Safetycontracts was split between me and Lynch pursuant to our agreement.

34. During the course of my tenure as owner of Navitech, I received over 1.3 million dollarsthrough Navitech, pursuant to this agreement with Lynch.

35. During the course of Navitech's existence, Lynch was paid over 2 million dollars byNavitech.

36. To my knowledge, after Navitech was awarded the M3S contract, Robert Wiesnerattempted to.gain employment with Navitech and its subcontractors. In or aroundOctober 20ll I reviewed a Navitech budget worksheet that included Wiesner'scorporation as a subcontractor. Ultimately, because Wiesner was so intricately involvedin the development of the Public Safety project, the creation of the RFP for the publicSafety contract, as well as other facets of the project, his requests for employment weredeclined.

37. Navitech's business from the time of its creation through its end consisted solely of theUTC and Public Safetv contracts.

EXHIBIT BJOHN MAGGIO FACTUAL STATEMENT

L From approximately 1980 to the present, I have been the principal of John Maggio,C.P.A,, an accounting business located in Rochester, New York.

2. From approximately December 2008 to approximately April 2014,1 was the owner ofNavitech Services Corporation ("Navitech"). I served as the president of Navitech fromDecember 2008 until the date when Steve Gleason was hired as president of Navitech.

3. In or around the spring of 2008, I advised Daniel Lynch ("Lynch") regarding theformation of an entity he was creating called Treadstone Development Corporation("Treadstone").

4. Around this time, I also prepared Lynch's personal tax returns for 2007.

5. In or around the fall of 2008, I told Lynch I needed to be paid for the work I was doingfor him, for Treadstone, and for other projects we had been discussing.

6. In response to my request for payment for services, Lynch told me that he would have anemployee of Catalog and Commerce Solutions ("CCS") ("CCS employee") write me acheck for $ 1 5,000.00 (fifteen thousand dollars).

7 . On or about November 10, 2008, I accepted a check from CCS to me in the amount of$15,000.00. The memo line of the check said,,Treadstone."

8' I created an invoice for the $ 15,000.00 payment which stated that the work was for"Retainer for accounting and consulting services with respect to review of currentaccounting procedures, current software as well as tax and financial planning".

9. John Maggio, C.P.A. has never done any work for CCS.

10. I have never personally done any work for CCS.

I 1 ' As I discussed with Lynch at the time, it was understood that the $15,000.00 paymentfrom the CCS employee was for work I did for Lynch personally in advising himregarding the formation of Treadstone, for work on his personuitu* returns,lnd for otherprojects I had been discussing with Lynch

12. I deposited the $15,000.00 check from CCS into my bank account at HSBC bank on orabout November 12, 2009.

l3' In or around January 2009, when Navitech was in its early stages and before receivingchecks from its UTC contract, Navitech needed funds to cover various startup costs.

14. Lynch told me that he would have CCS issue Navitech a check for $10,000.00 to coverthose costs t '

I 5. On or about January 27 , 2009,1 accepted a check from CCS for $ I 0,000,00. The memoline of the check said "lnvoice 1002."

16. I created an invoice ("lnvoice 1002") for the $ 10,000.00 payment from CCS which statedthat the work was for "consulting services".

17, I had a few meetings with Lynch and the CCS employee, and we gave the CCS employeegeneral business advice regarding the formation and/or operation of his business.However, the CCS employee never formally engaged me to perform any accountingservices and the $10,000.00 payment from CCS was not for consulting services or workdone for the CCS employee or CCS

18. John Maggio, C,P.A. has never done any work for CCS.

19. I have never personally done any work for CCS.

20. Navitech has never done any work for CCS.

2 I . As I discussed with Lynch at the time, it was understood that the $ 10,000.00 paymentfrom CCS was to cover Navitech's startup costs, which included funds I had advancedfor some of Navitech's start-up costs.

22. I deposited the $10,000.00 check in Navitech's bank account.

23. I wrote a check from the Navitech's bank account to John Maggio, C.P.A. for $5,000.00.