HomeMy Public PortalAbout2020.03.10 TBWksp Packeteir r „�
/ eh
/in
cAme
WORKSHOP MEETING
MARCH 10, 2020
4:00 PM
AGENDA
03-09-2020
PLEDGE OF ALLEGIANCE
ROLL CALL
STAFF SPOTLIGHT
REVIEW OF AGENDA ITEMS FOR THE MARCH 17, 2020 RTB MEETING
ITEMS FOR BOARD ACTION
3WS2020-1 Resolution Approving the Permanent Appointment of a Police Lieutenant
3WS2020-2 Resolution Approving the Permanent Appointment of a Police Captain
3WS2020-3
3WS2020-4
3WS2020-5
3WS2020-6
3WS2020-7
3WS2020-8
3WS2020-9
3WS2020-10
Resolution Approving the Appointment of Secretary to the Town
Supervisor
Resolution Authorizing the Application and Acceptance of $1,125,000 Worth of
Grant Funding from the Dormitory Authority of the State of New York
Resolution Authorizing the Application and Acceptance of $1,000,000 Worth of
Grant Funding from the Dormitory Authority of the State of New York
Resolution Awarding of Irondequoit Community Center Phase II — General
Building Construction
Resolution Awarding of Irondequoit Community Center Phase II — Electrical
Construction
Resolution Awarding of Irondequoit Community Center Phase II — Plumbing
Construction
Resolution Awarding of Irondequoit Community Center Phase II — HVAC
Mechanical Construction
Resolution Authorizing the Consent to Transactions Involving the Skyview
Senior Housing Project and the County of Monroe Industrial Development
Agency
***NEXT REGULAR TOWN BOARD MEETING...TUESDAY, MARCH 17, 2020 @ 7 pm ***
1280 TITUS AVENUE • ROCHESTER, NEW YORK 14617 • PHONE: (585) 467-8840
WWW.IRONDEQIJOIT.ORG
Resolution No. 2020- __________
EXTRACT OF MINUTES OF A WORKSOP MEETING OF THE TOWN BOARD
ADOPTING A RESOLUTION APPROVING THE PERMANENT APPOINTMENT OF A
POLICE LIEUTENANT IN THE IRONDEQUOIT POLICE DEPARTMENT
At a workshop meeting of the Town Board of the Town of Irondequoit, Monroe County, New
York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 10th day of
March 2020 at 4:00 P.M. local time: there were
PRESENT:
David Seeley Town Supervisor
Patrina Freeman Town Board Member
John Perticone Town Board Member
Kimie Romeo Town Board Member
Peter Wehner Town Board Member
Harter Secrest & Emery LLP Attorney for the Town
Town Board Member _____________________offered the following resolution and moved its
adoption:
WHEREAS, on December 17, 2019, the Town Board appointed Casey McLaughlin to the
position of Police Lieutenant on a provisional basis; and
WHEREAS, Casey McLaughlin has taken and passed the Police Lieutenant Civil Service Exam;
and
WHEREAS, per Civil Service Rules all temporary and provisional appointments must cease
within two months from the date of notification of test results and permanent appointments must
be made from the Certified List.
NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the permanent
appointment of Casey McLaughlin to the position of Police Lieutenant at an annual rate of
$110,788.00 to be paid from budget code 001.3120.0100.1100.
This resolution shall take effect immediately.
Seconded by the Town Board Member ______________________________ and duly put to
vote, which resulted as follows:
Town Board Member Wehner voting _______
Town Board Member Perticone voting _______
Town Board Member Romeo voting _______
Town Board Member Freeman voting _______
Town Supervisor Seeley voting _______
Resolution No. 2020- __________
EXTRACT OF MINUTES OF A WORKSOP MEETING OF THE TOWN BOARD
ADOPTING A RESOLUTION APPROVING THE PERMANENT APPOINTMENT OF A
POLICE CAPTAIN IN THE IRONDEQUOIT POLICE DEPARTMENT
At a workshop meeting of the Town Board of the Town of Irondequoit, Monroe County, New
York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 10th day of
March 2020 at 4:00 P.M. local time: there were
PRESENT:
David Seeley Town Supervisor
Patrina Freeman Town Board Member
John Perticone Town Board Member
Kimie Romeo Town Board Member
Peter Wehner Town Board Member
Harter Secrest & Emery LLP Attorney for the Town
Town Board Member _____________________offered the following resolution and moved its
adoption:
WHEREAS, on April 16, 2019, the Town Board appointed Alan Laird to the position of Police
Captain on a provisional basis; and
WHEREAS, Alan Laird has taken and passed the Police Captain Civil Service Exam; and
WHEREAS, per Civil Service Rules all temporary and provisional appointments must cease
within two months from the date of notification of test results and permanent appointments must
be made from the Certified List.
NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the permanent
appointment of Alan Laird to the position of Police Captain at an annual rate of $131,352.00 to be
paid from budget code 001.3120.0100.1100.
This resolution shall take effect immediately.
Seconded by the Town Board Member ______________________________ and duly put to
vote, which resulted as follows:
Town Board Member Wehner voting _______
Town Board Member Perticone voting _______
Town Board Member Romeo voting _______
Town Board Member Freeman voting _______
Town Supervisor Seeley voting _______
Resolution No. 2020- __________
EXTRACT OF MINUTES OF A WORKSOP MEETING OF THE TOWN BOARD
ADOPTING A RESOLUTION APPROVING THE APPOINTMENT OF A SECRETARY
TO THE TOWN SUPERVISOR
At a workshop meeting of the Town Board of the Town of Irondequoit, Monroe County, New
York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 10th day of
March 2020 at 4:00 P.M. local time: there were
PRESENT:
David Seeley Town Supervisor
Patrina Freeman Town Board Member
John Perticone Town Board Member
Kimie Romeo Town Board Member
Peter Wehner Town Board Member
Harter Secrest & Emery LLP Attorney for the Town
Town Board Member _____________________offered the following resolution and moved its
adoption:
WHEREAS, there is a need to appoint a Secretary to the Supervisor; and
WHEREAS, the Town Supervisor recommends the hiring of Alex Hipolito as the Secretary to
the Supervisor; and
NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the hiring of Alex
Hipolito as the Secretary to the Supervisor an annual rate of $47,500.00 to be paid from budget
code 001.1220.0100.1100.
This resolution shall take effect upon hire.
Seconded by the Town Board Member ______________________________ and duly put to
vote, which resulted as follows:
Town Board Member Wehner voting _______
Town Board Member Perticone voting _______
Town Board Member Romeo voting _______
Town Board Member Freeman voting _______
Town Supervisor Seeley voting _______
8575032_1
Resolution No. 2020 - ________
EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A
RESOLUTION AUTHORIZING THE APPLICATION FOR AND ACCEPTANCE OF
$1,125,000 WORTH OF GRANT FUNDING FROM THE DORMITORY AUTHORITY
OF THE STATE OF NEW YORK
At the workshop meeting of the Town Board of the Town of Irondequoit (“Town”), Monroe
County, New York held at the Town Hall, 1280 Titus Avenue, in said Town, on the 10th day of
March, 2020 at 4:00 p.m. local time; there were:
PRESENT:
David Seeley Town Supervisor
Patrina Freeman Town Board Member
John Perticone Town Board Member
Kimie Romeo Town Board Member
Peter Wehner Town Board Member
Harter Secrest & Emery LLP Attorney for the Town
Town Board Member______________________offered the following resolution and moved its
adoption:
WHEREAS, the Town Board has approved the construction and equipping of a new Department
of Public Works Highway garage (the “Project”) with a maximum estimated cost of
$16,250,000, with the plan for the financing thereof including $1,125,000 in grant monies to be
received from the State of New York; and
WHEREAS, the Dormitory Authority of the State of New York (“DASNY”), through its State
and Municipalities Facilities Program, has made available to the Town $1,125,000 in grant
funding toward the Project (the “Grant”); and
WHEREAS, the Project is advisable and in the best interest of the Town; and
WHEREAS, it is advisable and in the best interest of the Town to fund the Project in part with
the Grant funding.
NOW THEREFORE BE IT RESOLVED, that the Town Board accepts the Grant;
AND, BE IT FURTHER RESOLVED, that the Town Supervisor is hereby authorized and
directed to apply for the Grant and that the form, terms and provisions of that certain Grant
Disbursement Agreement between the DASNY and the Town, in substantially the form annexed
hereto as Attachment A and in final form and substance to be approved by the Town Supervisor,
and his signature thereon being conclusive evidence of such approval (the “Agreement”), and
that the execution, delivery and performance by the Town of the Agreement and the
8575032_1
consummation of all of the transactions contemplated thereby, are hereby in all respects
approved, adopted and authorized;
AND, BE IT FURTHER RESOLVED, that the Town Supervisor be, and hereby is, authorized,
empowered and directed to take all such further actions and to execute, deliver, certify and file
all such further agreements, undertakings, certificates, instruments and documents, in the name
of and on behalf of the Town, and to pay all such costs, fees and expenses as the Town
Supervisor shall approve as necessary or advisable to carry out the intent and accomplish the
purposes of the foregoing recitals and resolution and the transactions contemplated thereby, the
taking of such actions and the execution, delivery, certification and filing of such documents to
be conclusive evidence of such approval;
AND, BE IT FURTHER RESOLVED, that that any and all actions taken by the Town
Supervisor prior to the date of adoption of the foregoing resolutions which would have been
authorized by the foregoing resolutions but for the fact that such actions were taken prior to such
date, be, and each hereby is, ratified, approved, confirmed and adopted as a duly authorized act
of the Town in all respects and for all purposes.
This resolution shall take effect immediately upon its adoption.
Seconded by Town Board Member __________________________and duly put to vote, which
resulted as follows:
Town Board Member Wehner voting _______
Town Board Member Perticone voting _______
Town Board Member Romeo voting _______
Town Board Member Freeman voting _______
Town Supervisor Seeley voting _______
8575032_1
Attachment A
(Grant Disbursement Agreement)
This GRANT DISBURSEMENT AGREEMENT includes
all exhibits and attachments hereto and is made on the terms and by the parties listed below
and relates to the project described below:
DORMITORY AUTHORITY OF THE STATE OF
NEW YORK ("DASNY"):
515 Broadway
Albany, New York 12207
Contact: Karen Hunter
Phone: (518) 257-3177
E-mail: grants@dasny.org
THE GRANTEE:
Town of lrondequoit
1280 Titus Avenue
Rochester, NY 14617
Contact: Mr. Robert Kiley
Phone: (585) 336-6033
Email: rkiley@irondequoit.org
THE PROJECT: Construction of Buildings at the New
Department of Public Works Campus
PROJECT LOCATION: Department of Public Works
PROJECT ADDRESS: 2629 East Ridge Road, Rochester, NY
GRANT AMOUNT: $1,125,000
FUNDING SOURCE: State and Municipal Facilities Program
("SAM")
For Office Use Only:
PRELIMINARY APPLICATION OR PROJECT
INFORMATION SHEET DATE:
DATE GDA SENT TO GRANTEE:
DATE AGREEMENT SIGNED BY GRANTEE:
DATE AGREEMENT SIGNED BY DASNY:
EXPIRATION DATE OF THIS AGREEMENT:
Project ID: 15857
FMS#: 147588
GranteelD: 1515
GrantlD: 16922
01/29/2019
02/26/2020
Updated 1-2-19
TERMS AND CONDITIONS
1. The Project
The Grantee will perform tasks within the scope of the project description, budget, and
timeline as set forth in the Project Budget attached hereto as Exhibit A (collectively, the
"Project") which was described by the Grantee in the Preliminary Application or Project
Information Sheet submitted by the Grantee, then reviewed by DASNY and approved by
the State.
2. Project Budget and Use of Funds
a) The Grantee will undertake and complete the Project in accordance with the overall
budget, which includes the Grant funds, as set forth in the attached Exhibit A. The
Grant will be applied to eligible expenses which are as described in the Preliminary
Application or Project Information Sheet, and fall within the scope of the project
description set forth in the attached Exhibit A.
b) Grantee agrees and covenants to apply the Grant proceeds only to capital works or
purposes, which shall consist of the following:
i. the acquisition, construction, demolition, or replacement of a fixed asset or
assets;
ii. the major repair or renovation of a fixed asset, or assets, which materially
extends its useful life or materially improves or increases its capacity; or
iii. the planning or design of the acquisition, construction, demolition,
replacement, major repair or renovation of a fixed asset or assets, including
the preparation and review of plans and specifications including engineering
and other services, field surveys and sub -surface investigations incidental
thereto.
c) Grantee agrees and covenants that the Grant proceeds shall not be used for costs
that are not capital in nature, which include, but shall not be limited to working capital,
rent, utilities, salaries, supplies, administrative expenses, or to pay down debt incurred
to undertake the Project.
3. Books and Records
The Grantee will maintain accurate books and records concerning the Project for six (6)
years from the date the Project is completed and will make those books and records
available to DASNY, its agents, officers and employees during Grantee's business hours
upon reasonable request. In the event of earlier termination of this Agreement, such
documentation shall be made available to DASNY, its agents, officers and employees for
six (6) years following the date of such early termination.
Updated 1-2-19 2
4. Conditions Precedent to Disbursement of the Grant
No Grant funds shall be disbursed until the following conditions have been satisfied:
a) DASNY has received the project description, budget, and timeline as set forth in the
attached Exhibit A, and an opinion of Grantee's counsel, in substantially the form
attached hereto as Exhibit B; and
b) The requirements of the SAM Program have been met; and
c) The monies required to fund the Grant have been received by DASNY; and
d) In the event of disbursement pursuant to paragraph 5(b) below, the Grantee has
provided DASNY with documentation evidencing that a segregated account has been
established by the Grantee into which Grant funds will be deposited (the "Segregated
Account"). Eligible Expenses incurred in connection with the Project to be financed
with Grant proceeds that are to be paid on invoice shall be paid out of the Segregated
Account. The funds in such account shall not be used for any other purpose.
e) The Grantee certifies that it is in compliance with the provisions of the SAM Program
as well as this Agreement and that the Grant will only be used for the Project set forth
in the Preliminary Application or Project Information Sheet and in Exhibit A hereto.
f) Not -for-profit organizations are required to register and prequalify on the New York
State Grants Gateway(httrs://grantsmanaraement.ey.gov/) in order to receive Grant
funds. The Grantee's Document Vault must be in prequalification status prior to any
disbursements of the grant funds.
5. Disbursement
Subject to the terms and conditions contained in this Agreement, DASNY shall disburse
the Grant to the Grantee, in the manner set forth in Exhibit D, as follows:
a) Reimbursement: DASNY shall make payment directly to the Grantee in the amount of
Eligible Expenses actually incurred and paid for by the Grantee, upon presentation to
DASNY of:
i. the Payment Requisition Forms attached to this Agreement as Exhibit E and
its attachments;
ii. copies of invoices for Eligible Expenses from the Grantee's contractor and/or
vendor and proof of payment from the Grantee to the contractor and/or vendor
in a form acceptable to DASNY; and
iii. such additional supporting documentation as DASNY may require in order to
clearly demonstrate that Eligible Expenses were incurred and paid by the
Grantee in connection with the Project described herein; or
Updated 1-2-19 3
b) Payment on Invoice:
DASNY may make payment directly to the Grantee in the amount of Eligible
Expenses actually incurred by the Grantee, upon presentation to DASNY of:
1) the Payment Requisition Forms attached to this Agreement as Exhibit E
and its attachments;
2) copies of invoices for Eligible Expenses from the Grantee's contractor
and/or vendor in a form acceptable to DASNY evidencing the completion
of work; and
3) such additional supporting documentation as DASNY may require in order
to clearly demonstrate that Eligible Expenses were incurred by the Grantee
in connection with the Project described herein.
ii. The Grantee must deposit all Grant proceeds paid on invoice pursuant to this
paragraph 5(b) into the Segregated Account established pursuant to
Paragraph 4(d). All Eligible Expenses incurred in connection with the Project
to be financed with Grant funds that are to be paid on invoice must be paid out
of this account. The account shall not be used for any other purpose.
iii. The Grantee must provide proof of disbursement of Grant funds to the
respective contractor and/or vendor in a form acceptable to DASNY, within
sixty (60) days of the date that Grant funds are disbursed to the Grantee to pay
for such costs. DASNY will not make any additional disbursements from Grant
funds until such time as proof of payment is provided.
iv. Utilizing the Grant funds paid to the Grantee pursuant to this section for any
purpose other than paying the contractors and/or vendors identified in the
requisition documentation in the amounts set forth in the requisition shall
constitute a default under this Agreement and shall, at a minimum, result in the
denial of payment on invoice for subsequent requisitions.
v. DASNY may deny payment on invoice at its sole and absolute discretion,
thereby restricting the method of payment pursuant to this contract to
reimbursement subject to the terms of Section 5(a).
c) Real Property Acquisition:
i. Prior to closing on the sale of the subject real property, DASNY shall be
provided with an executed Escrow Instruction Letter, signed by DASNY and an
escrow agent approved by DASNY, a title report, the draft deed and any other
documents requested by DASNY to justify and support the costs to be paid at
the closing from Grant funds.
ii. DASNY shall transfer the Grant funds to the escrow agent to hold in escrow
pending closing. The Grant funds will be wired to the escrow agent not more
than one (1) business day prior to the scheduled closing unless otherwise
approved by DASNY.
Updated 1-2-19 4
iii . On the day of the closing, the escrow agent shall provide DASNY with copies
of the executed deed, a copy of the title insurance policy, the final closing
statement setting forth costs to be paid at closing, and copies of any checks
to be drawn against Grant funds.
Iv.
Upon DASNY approval, the escrow agent shall disburse the Grant funds as set
forth in the documentation described in (iii), above.
d) Electronic Payments Program: DASNY reserves the right to implement an electronic
payment program ("Electronic Payment Program") for all payments to be made to the
Grantee thereunder. Prior to implementing an Electronic Payment Program, DASNY
shall provide the Grantee written notice one hundred twenty days prior to the effective
date of such Electronic Payment Program ("Electronic Payment Effective Date").
Commencing on or after the Electronic Payment Effective Date, all payments due
hereunder by the Grantee shall only be rendered electronically, unless payment by
paper check is expressly authorized by DASNY. Commencing on or after the
Electronic Payment Effective Date the Grantee further acknowledges and agrees that
DASNY may withhold any request for payment hereunder, if the Grantee has not
complied with DASNY's Policies and Procedures relating to its Electronic Payment
Program in effect at such time, unless payment by paper check is expressly authorized
by DASNY.
e) In no event will DASNY make any payment which would cause DASNY's aggregate
disbursements to exceed the Grant amount.
f) The Grant, or a portion thereof, may be subject to recapture by DASNY as provided in
Section 9(c) hereof.
6. Non -Discrimination and Affirmative Action
The Grantee shall make its best effort to comply with DASNY's Non -Discrimination and
Affirmative Action policies set forth in Exhibit F to this Agreement.
7. No Liability of DASNY or the State
DASNY shall not in any event whatsoever be liable for any injury or damage, cost or
expense of any nature whatsoever that occurs as a result of or in any way in connection
with the Project and the Grantee hereby agrees to indemnify and hold harmless DASNY,
the State and their respective agents, officers, employees and directors (collectively, the
"Indemnitees") from and against any and all such liability and any other liability for injury
or damage, cost or expense resulting from the payment of the Grant by DASNY to the
Grantee or use of the Project in any manner, including in a manner which, if the bonds
are issued on a tax-exempt basis, (i) results in the interest on the bonds issued by DASNY
the proceeds of which were used to fund the Grant (the "Bonds") to be includable in gross
income for federal income tax purposes or (ii) gives rise to an allegation against DASNY
by a governmental agency or authority, which DASNY defends that the interest on the
Bonds is includable in gross income for federal income tax purposes, other than that
caused by the gross negligence or the willful misconduct of the Indemnitees.
Updated 1-2-19 5
8. Warranties and Covenants
The Grantee warrants and covenants that:
a) The Grant shall be used solely for Eligible Expenses in accordance with the Terms
and Conditions of this Agreement.
b) No materials, if any, purchased with the Grant will be used for any purpose other than
the eligible Project costs as identified in Exhibit A.
c) The Grantee agrees to utilize all funds disbursed in accordance with this Agreement
in accordance with the terms of the SAM Program.
d) The Grantee is solely responsible for all Project costs in excess of the Grant. The
Grantee will incur and pay Project costs and submit requisitions for reimbursement in
connection with such costs.
e) The Grantee has sufficient, secured funding for all Project costs in excess of the Grant,
and will complete the Project as described in the Preliminary Application or Project
Information Sheet and in this Agreement.
f) The Grantee agrees to use its best efforts to utilize the Project for substantially the
same purpose set forth in this Agreement until such time as the Grantee determines
that the Project is no longer reasonably necessary or useful in furthering the public
purpose for which the grant was made.
There has been no material adverse change in the financial condition of the Grantee
since the date of submission of the Preliminary Application or Project Information
Sheet to DASNY.
g)
h) No part of the Grant will be applied to any expenses paid or payable from any other
external funding source, including State or Federal grants, or grants from any other
public or private source.
i) The Grantee owns, leases, or otherwise has control over the site where the Project
will be located. If the Project includes removable equipment or furnishings including
but not limited to, computer hardware and software, air conditioning units, lab
equipment, office furniture and telephone systems, Grantee will develop, implement
and maintain an inventory system for tracking such removable equipment and
furnishings.
j)
In the event the Grantee will utilize the Grant funds to acquire real property, the Grantee
must retain title ownership to the real property. If at any time during the term of this
Agreement the real property is repurchased by the Seller or otherwise conveyed to
any entity other than the Grantee, the Grantee will notify DASNY within 10 business
days from the date the contract of sale is executed OR within 10 business days from
the date the Grantee initiates or is notified of the intent to transfer ownership of the
real property, whichever is earlier. In that event, Grantee hereby agrees to repay to
DASNY all Grant funds disbursed pursuant to this Agreement.
k) The Project to be funded by the Grant will be located in the State of New York. If the
Grant will fund all or a portion of the purchase of any type of vehicle, such vehicle will
Updated 1-2-19 6
be registered in the State of New York and a copy of the New York State Vehicle
Registration documents will be provided to DASNY's Accounts Payable Department
at the time of requisition.
I) Grantee is in compliance with, and shall continue to comply in all material respects,
with all applicable laws, rules, regulations and orders affecting the Grantee and the
Project including but not limited to maintaining the Grantee's document vault on the
New York State Grants Reform Gateway(https://orantsmanagement.nv.gov/).
m) The Grantee has obtained all necessary consents and approvals from the property
owner in connection with any work to be undertaken in connection with the Project.
n) All contractors and vendors retained to perform services in connection with the Project
shall be authorized to do business in the State of New York and/or filed such
documentation, certifications, or other information with the State or County as required
in order to lawfully provide such services in the State of New York. In addition, said
contractor/vendors shall possess and maintain all professional licenses and/or
certifications required to perform the tasks undertaken in connection with the Project.
o) Neither the Grantee nor any of the members of its Board of Directors or other
governing body or its employees have given or will give anything of value to anyone
to procure the Grant or to influence any official act or the judgment of any person in
the performance of any of the terms of this Agreement.
p) The Grant shall not be used in any manner for any of the following purposes:
political activities of any kind or nature, including, but not limited to, furthering
the election or defeat of any candidate for public, political or party office, or for
providing a forum for such candidate activity to promote the passage, defeat,
or repeal of any proposed or enacted legislation;
ii. religious worship, instruction or proselytizing as part of, or in connection with,
the performance of this Agreement;
payments to any firm, company, association, corporation or organization in
which a member of the Grantee's Board of Directors or other governing body,
or any officer or employee of the Grantee, or a member of the immediate family
of any member of the Grantee's Board of Directors or other governing body,
officer, or employee of the Grantee has any ownership, control or financial
interest, including but not limited to an officer or employee directly or indirectly
responsible for the preparation or the determination of the terms of the contract
or other arrangement pursuant to which the proceeds of the Grant are to be
disbursed. For purposes of this paragraph, "ownership" means ownership,
directly or indirectly, of more than five percent (5%) of the assets, stock, bonds
or other dividend or interest -bearing securities; and "control" means serving as
a member of the board of directors or other governing body, or as an officer in
any of the above; and
Updated 1-2-19 7
iv. payment to any member of Grantee's Board of Directors or other governing
body of any fee, salary or stipend for employment or services, except as may
be expressly provided for in this Agreement.
q)
The relationship of the Grantee (including, for purposes of this paragraph, its officers,
employees, agents and representatives) to DASNY arising out of this Agreement shall
be that of an independent contractor. The Grantee covenants and agrees that it will
conduct itself in a manner consistent with such status, that it will neither hold itself out
as, nor claim to be, an officer, employee, agent or representative of DASNY or the
State by reason hereof, and that it will not by reason thereof, make any claim, demand
or application for any right or privilege applicable to an officer, employee, agent or
representative of DASNY or the State, including without limitation, worker's
compensation coverage, unemployment insurance benefits, social security coverage
or retirement membership or credit.
r) The information contained in the Preliminary Application or Project Information Sheet
submitted by the Grantee in connection with the Project and the Grant, as such may
have been amended or supplemented and any supplemental documentation
requested by the State or DASNY in connection with the Grant, is incorporated herein
by reference in its entirety. In the event of an inconsistency between the descriptions,
conditions, and terms of this Agreement and those contained in the Preliminary
Application or Project Information Sheet, the provisions of this Agreement shall
govern. The Grantee hereby acknowledges that DASNY has relied on the statements
and representations made by the Grantee in the Preliminary Application or Project
Information Sheet and any supplemental information in making the Grant. The
Grantee hereby represents and warrants that it has made no material misstatement or
omission of fact in the Preliminary Application or Project Information Sheet,
supplemental information, or otherwise in connection with the Grant and that the
information contained in the Preliminary Application or Project Information Sheet and
supplemental information continues on the date hereof to be materially correct and
complete.
s) The Grantee hereby represents and warrants that it has made no material
misstatement or omission of fact in the Grantee Questionnaire ("GQ"), attached hereto
as Exhibit C, or the Grantee's document vault in the New York State's Grants Reform
Gateway completed by the Grantee in connection with the Project and the Grant, and
that the responses in the GQ and the document vault continue on the date hereof to
be materially correct and complete. The Grantee hereby acknowledges that DASNY
has relied on the statements and representations made by the Grantee in the GQ in
making the Grant, and that the Grantee will be required to reaffirm the information
therein each time a requisition for grant funds is presented to DASNY.
t) The Grantee is duly organized, validly existing and in good standing under the laws of
the State of New York, or is duly organized and validly existing under the laws of
another jurisdiction and is authorized to do business and is in good standing in the
State of New York and shall maintain its corporate existence in good standing in each
such jurisdiction for the term of this Agreement, and has full power and authority to
execute and deliver the Agreement and to perform its obligations thereunder;
u) The Grantee agrees to provide such documentation to DASNY as may be requested
by DASNY in its sole and absolute discretion to support a requisition for payment, to
Updated 1-2-19
determine compliance by the Grantee with the terms of this Agreement or otherwise
reasonably requested by DASNY in connection with the Grant, and further
acknowledges that if documentation requested in connection with a requisition for
payment does not, in the sole and absolute discretion of DASNY, provide adequate
support for the costs requested, that such requisition request shall be denied and
payment shall not be made to the Grantee.
v) The Agreement was duly authorized, executed and delivered by the Grantee and is
binding on and enforceable against the Grantee in accordance with its terms.
9. Default and Remedies
a) Each of the following shall constitute a default by the Grantee under this Agreement:
i. Failure to perform or observe any obligation, warranty or covenant of the
Grantee contained herein, or the failure by the Grantee to perform the
requirements herein to the reasonable satisfaction of DASNY and within the
time frames established therefor under this Agreement.
ii. Failure to comply with any request for information reasonably made by DASNY
to determine compliance by the Grantee with the terms of this Agreement or
otherwise reasonably requested by DASNY in connection with the Grant.
iii. The making by the Grantee of any false statement or the omission by the
Grantee to state any material fact in or in connection with this Agreement or
the Grant, including information provided in the Preliminary Application or
Project Information Sheet or in any supplemental information that may be
requested by the State or DASNY.
iv. The Grantee shall (A) be generally not paying its debts as they become due,
(B) file, or consent by answer or otherwise to the filing against it of, a petition
under the United States Bankruptcy Code or under any other bankruptcy or
insolvency law of any jurisdiction, (C) make a general assignment for the
benefit of its general creditors, (D) consent to the appointment of a custodian,
receiver, trustee or other officer with similar powers of itself or of any
substantial part of its property, (E) be adjudicated insolvent or be liquidated or
(F) take corporate action for the purpose of any of the foregoing.
v. An order of a court having jurisdiction shall be made directing the sale,
disposition or distribution of all or substantially all of the property belonging to
the Grantee, which order shall remain undismissed or unstayed for an
aggregate of thirty (30) days.
vi. The Grantee abandons the Project prior to its completion.
vii. The Grantee is found to have falsified or modified any documents submitted in
connection with this grant, including but not limited to invoice, contract or
payment documents submitted in connection with a Grantee's request for
payment/reimbursement.
Updated 1-2-19 9
viii. Utilizing the Grant funds paid to the Grantee pursuant to Section 5(b) for any
purpose other than paying the contractors and/or vendors identified in the
requisition documentation in the amounts set forth in the requisition.
b) Upon the occurrence of a default by the Grantee and written notice by DASNY
indicating the nature of the default, DASNY shall have the right to terminate this
Agreement.
c) Upon any such termination, DASNY may withhold any Grant proceeds not yet
disbursed and may require repayment of Grant proceeds already disbursed. If DASNY
determines that any Grant proceeds had previously been released based upon
fraudulent representations or other willful misconduct, DASNY may require repayment
of those funds and may refer the matter to the appropriate authorities for prosecution.
DASNY shall be entitled to exercise any other rights and seek any other remedies
provided by law.
10. Term of Agreement
Notwithstanding the provisions of Section 9 hereof, this Agreement shall terminate three
(3) years after the latest date set forth on the front page hereof without any further notice
to the Grantee. DASNY, in its sole discretion, may extend the term of this Agreement
upon a showing by the Grantee that the Project is under construction and is expected to
be completed within the succeeding twelve (12) months. All requisitions must be
submitted to DASNY in proper form prior to the termination date in order to be reimbursed.
11. Project Audit
DASNY shall, upon reasonable notice, have the right to conduct, or cause to be
conducted, one or more audits, including field inspections, of the Grantee to assure that
the Grantee is in compliance with this Agreement. This right to audit shall continue for six
(6) years following the completion of the Project or earlier termination of this Agreement.
12. Survival of Provisions
The provisions of Sections 3, 7, 8(o), 8(p) and 11 shall survive the expiration or earlier
termination of this Agreement.
13. Notices
Each notice, demand, request or other communication required or otherwise permitted
hereunder shall be in writing and shall be effective upon receipt if personally delivered or
sent by any overnight service or three (3) days after dispatch by certified mail, return
receipt requested, to the addresses set forth on this document's cover page.
14. Assignment
The Grantee may not assign or transfer this Agreement or any of its rights hereunder.
15. Modification
This Agreement may be modified only by a written instrument executed by the party
against whom enforcement of such modification is sought.
Updated 1-2-I9 10
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of New York. This Agreement shall be construed without the aid of any presumption
or other rule of law regarding construction against the party drafting this Agreement or any
part of it. In case any one or more of the provisions of this Agreement shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof and this Agreement shall be
construed as if such provision(s) had never been contained herein.
17. Confidentiality of Information
Any information contained in reports made to DASNY or obtained by DASNY as a result
of any audit or examination of Grantee's documents or relating to trade secrets, operations
and commercial or financial information, including but not limited to the nature, amount or
source of income, profits, losses, financial condition, marketing plans, manufacturing
processes, production costs, productivity rates, or customer lists, provided that such
information is clearly marked "confidential" by the Grantee that concerns or relates to trade
secrets, operations and commercial or financial information, including but not limited to
the nature, amount or source of income, profits, losses or expenditures, financial condition,
marketing plans, manufacturing processes, production costs, productivity rates, or
customer lists, which is determined by DASNY to be exempt from public disclosure under
the Freedom of Information Law, shall be considered business confidential and is not to
be released to anyone, except DASNY and staff directly involved in assisting the Grantee,
without prior written authorization from the Grantee, as applicable. Notwithstanding the
foregoing, DASNY will not be liable for any information disclosed, in DASNY's sole
discretion, pursuant to the Freedom of Information Law, or which DASNY is required to
disclose pursuant to legal process.
18. Executory Clause
This Agreement shall be deemed executory to the extent of monies available for the SAM
Program to DASNY.
Updated 1-2-19 11
Town of Irondequoit
Construction of Buildings at the New Department of Public Works Campus
Project ID 15857
This agreement is entered into as of the latest date written below:
GRANTEE: TOWN OF IRONDEQtJQIT
(Signature of Grantee Authorized Officer)
(Printed Name and Title)
Date:
DORMITORY AUTHORITY OF THE STATE OF NEW YORK
(Signature of DASNY Authorized Officer)
(Printed Name)
Date:
Updated 1-2-19 12
8575032_1
Resolution No. 2020 - ________
EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A
RESOLUTION AUTHORIZING THE APPLICATION FOR AND ACCEPTANCE OF
$1,000,000 WORTH OF GRANT FUNDING FROM THE DORMITORY AUTHORITY
OF THE STATE OF NEW YORK
At the workshop meeting of the Town Board of the Town of Irondequoit (“Town”), Monroe
County, New York held at the Town Hall, 1280 Titus Avenue, in said Town, on the 10th day of
March, 2020 at 4:00 p.m. local time; there were:
PRESENT:
David Seeley Town Supervisor
Patrina Freeman Town Board Member
John Perticone Town Board Member
Kimie Romeo Town Board Member
Peter Wehner Town Board Member
Harter Secrest & Emery LLP Attorney for the Town
Town Board Member______________________offered the following resolution and moved its
adoption:
WHEREAS, on December 19, 2017, the Town Board adopted Resolution No. 2017-323
authorizing the construction and equipping of a new Department of Public Works Highway
garage (the “Project”) with a maximum estimated cost of $16,250,000, with the plan for the
financing thereof including $1,000,000 in grant monies expected to be received from the State of
New York; and
WHEREAS, the Dormitory Authority of the State of New York (“DASNY”), through its State
and Municipalities Facilities Program, has made available to the Town $1,000,000 in grant
funding toward the Project (the “Grant”); and
WHEREAS, the Project is advisable and in the best interest of the Town; and
WHEREAS, it is advisable and in the best interest of the Town to fund the Project in part with
the Grant funding.
NOW THEREFORE BE IT RESOLVED, that the Town Board accepts the Grant;
AND, BE IT FURTHER RESOLVED, that the Town Supervisor is hereby authorized and
directed to apply for the Grant and that the form, terms and provisions of that certain Grant
Disbursement Agreement between the DASNY and the Town, in substantially the form annexed
hereto as Attachment A and in final form and substance to be approved by the Town Supervisor,
and his signature thereon being conclusive evidence of such approval (the “Agreement”), and
8575032_1
that the execution, delivery and performance by the Town of the Agreement and the
consummation of all of the transactions contemplated thereby, are hereby in all respects
approved, adopted and authorized;
AND, BE IT FURTHER RESOLVED, that the Town Supervisor be, and hereby is, authorized,
empowered and directed to take all such further actions and to execute, deliver, certify and file
all such further agreements, undertakings, certificates, instruments and documents, in the name
of and on behalf of the Town, and to pay all such costs, fees and expenses as the Town
Supervisor shall approve as necessary or advisable to carry out the intent and accomplish the
purposes of the foregoing recitals and resolution and the transactions contemplated thereby, the
taking of such actions and the execution, delivery, certification and filing of such documents to
be conclusive evidence of such approval;
AND, BE IT FURTHER RESOLVED, that that any and all actions taken by the Town
Supervisor prior to the date of adoption of the foregoing resolutions which would have been
authorized by the foregoing resolutions but for the fact that such actions were taken prior to such
date, be, and each hereby is, ratified, approved, confirmed and adopted as a duly authorized act
of the Town in all respects and for all purposes.
This resolution shall take effect immediately upon its adoption.
Seconded by Town Board Member __________________________and duly put to vote, which
resulted as follows:
Town Board Member Wehner voting _______
Town Board Member Perticone voting _______
Town Board Member Romeo voting _______
Town Board Member Freeman voting _______
Town Supervisor Seeley voting _______
8575032_1
Attachment A
(Grant Disbursement Agreement)
This GRANT DISBURSEMENT AGREEMENT includes
all exhibits and attachments hereto and is made on the terms and by the parties listed below
and relates to the project described below:
DORMITORY AUTHORITY OF THE STATE OF
NEW YORK ("DASNY"):
515 Broadway
Albany, New York 12207
Contact: Karen Hunter
Phone: (518) 257-3177
E-mail: grants@dasny.org
THE GRANTEE:
THE PROJECT:
Town of lrondequoit
1280 Titus Avenue
Rochester, NY 14617
Contact: Mr. Robert Kiley
Phone: (585) 336-6033
Email: rkiley@irondequoit.org
Construction of a New Public Works
Garage
PROJECT LOCATION:
PROJECT ADDRESS:
GRANT AMOUNT:
FUNDING SOURCE:
East Ridge Road, Rochester, NY 14617
Rochester, NY
$1,000,000
State and Municipal Facilities Program
("SAM")
For Office Use Only:
PRELIMINARY APPLICATION OR PROJECT
INFORMATION SHEET DATE:
DATE GDA SENT TO GRANTEE:
DATE AGREEMENT SIGNED BY GRANTEE:
DATE AGREEMENT SIGNED BY DASNY:
EXPIRATION DATE OF THIS AGREEMENT:
Project ID: 12973
FMS#: 147588
GranteelD: 1515
GrantlD: 14046
05/24/2018
01/17/2020
Updated 1-2-19
1
TERMS AND CONDITIONS
1. The Project
The Grantee will perform tasks within the scope of the project description, budget, and
timeline as set forth in the Project Budget attached hereto as Exhibit A (collectively, the
"Project") which was described by the Grantee in the Preliminary Application or Project
Information Sheet submitted by the Grantee, then reviewed by DASNY and approved by
the State.
2. Project Budget and Use of Funds
a) The Grantee will undertake and complete the Project in accordance with the overall
budget, which includes the Grant funds, as set forth in the attached Exhibit A. The
Grant will be applied to eligible expenses which are as described in the Preliminary
Application or Project Information Sheet, and fall within the scope of the project
description set forth in the attached Exhibit A.
b) Grantee agrees and covenants to apply the Grant proceeds only to capital works or
purposes, which shall consist of the following:
the acquisition, construction, demolition, or replacement of a fixed asset or
assets;
ii, the major repair or renovation of a fixed asset, or assets, which materially
extends its useful life or materially improves or increases its capacity; or
iii. the planning or design of the acquisition, construction, demolition,
replacement, major repair or renovation of a fixed asset or assets, including
the preparation and review of plans and specifications including engineering
and other services, field surveys and sub -surface investigations incidental
thereto.
c) Grantee agrees and covenants that the Grant proceeds shall not be used for costs
that are not capital in nature, which include, but shall not be limited to working
capital, rent, utilities, salaries, supplies, administrative expenses, or to pay down debt
incurred to undertake the Project.
3. Books and Records
The Grantee will maintain accurate books and records concerning the Project for six (6)
years from the date the Project is completed and will make those books and records
available to DASNY, its agents, officers and employees during Grantee's business hours
upon reasonable request. In the event of earlier termination of this Agreement, such
documentation shall be made available to DASNY, its agents, officers and employees for
six (6) years following the date of such early termination.
Updated 1-2-19 2
4. Conditions Precedent to Disbursement of the Grant
No Grant funds shall be disbursed until the following conditions have been satisfied:
a) DASNY has received the project description, budget, and timeline as set forth in the
attached Exhibit A, and an opinion of Grantee's counsel, in substantially the form
attached hereto as Exhibit B; and
b) The requirements of the SAM Program have been met; and
c) The monies required to fund the Grant have been received by DASNY; and
d) In the event of disbursement pursuant to paragraph 5(b) below, the Grantee has
provided DASNY with documentation evidencing that a segregated account has
been established by the Grantee into which Grant funds will be deposited (the
"Segregated Account"). Eligible Expenses incurred in connection with the Project to
be financed with Grant proceeds that are to be paid on invoice shall be paid out of
the Segregated Account. The funds in such account shall not be used for any other
purpose.
e) The Grantee certifies that it is in compliance with the provisions of the SAM Program
as well as this Agreement and that the Grant will only be used for the Project set
forth in the Preliminary Application or Project Information Sheet and in Exhibit A
hereto.
f) Not -for-profit organizations are required to register and prequalify on the New York
State Grants Gateway(https://arantsmananement.nv.Qov/) in order to receive Grant
funds. The Grantee's Document Vault must be in prequalification status prior to any
disbursements of the grant funds.
5. Disbursement
Subject to the terms and conditions contained in this Agreement, DASNY shall disburse
the Grant to the Grantee, in the manner set forth in Exhibit D, as follows:
a) Reimbursement: DASNY shall make payment directly to the Grantee in the amount
of Eligible Expenses actually incurred and paid for by the Grantee, upon presentation
to DASNY of:
i. the Payment Requisition Forms attached to this Agreement as Exhibit E and
its attachments;
ii. copies of invoices for Eligible Expenses from the Grantee's contractor and/or
vendor and proof of payment from the Grantee to the contractor and/or
vendor in a form acceptable to DASNY; and
iii. such additional supporting documentation as DASNY may require in order to
clearly demonstrate that Eligible Expenses were incurred and paid by the
Grantee in connection with the Project described herein; or
Updated 1-2-19 3
b) Payment on Invoice:
DASNY may make payment directly to the Grantee in the amount of Eligible
Expenses actually incurred by the Grantee, upon presentation to DASNY of:
1) the Payment Requisition Forms attached to this Agreement as Exhibit E
and its attachments;
2) copies of invoices for Eligible Expenses from the Grantee's contractor
and/or vendor in a form acceptable to DASNY evidencing the completion
of work; and
3) such additional supporting documentation as DASNY may require in
order to clearly demonstrate that Eligible Expenses were incurred by the
Grantee in connection with the Project described herein.
ii. The Grantee must deposit all Grant proceeds paid on invoice pursuant to this
paragraph 5(b) into the Segregated Account established pursuant to
Paragraph 4(d). All Eligible Expenses incurred in connection with the Project
to be financed with Grant funds that are to be paid on invoice must be paid
out of this account. The account shall not be used for any other purpose.
The Grantee must provide proof of disbursement of Grant funds to the
respective contractor and/or vendor in a form acceptable to DASNY, within
sixty (60) days of the date that Grant funds are disbursed to the Grantee to
pay for such costs. DASNY will not make any additional disbursements from
Grant funds until such time as proof of payment is provided.
iv. Utilizing the Grant funds paid to the Grantee pursuant to this section for any
purpose other than paying the contractors and/or vendors identified in the
requisition documentation in the amounts set forth in the requisition shall
constitute a default under this Agreement and shall, at a minimum, result in
the denial of payment on invoice for subsequent requisitions.
v. DASNY may deny payment on invoice at its sole and absolute discretion,
thereby restricting the method of payment pursuant to this contract to
reimbursement subject to the terms of Section 5(a).
c) Real Property Acquisition:
Prior to closing on the sale of the subject real property, DASNY shall be
provided with an executed Escrow Instruction Letter, signed by DASNY and
an escrow agent approved by DASNY, a title report, the draft deed and any
other documents requested by DASNY to justify and support the costs to be
paid at the closing from Grant funds.
ii. DASNY shall transfer the Grant funds to the escrow agent to hold in escrow
pending closing. The Grant funds will be wired to the escrow agent not more
than one (1) business day prior to the scheduled closing unless otherwise
approved by DASNY.
Updated 1-2-19 4
On the day of the closing, the escrow agent shall provide DASNY with copies
of the executed deed, a copy of the title insurance policy, the final closing
statement setting forth costs to be paid at closing, and copies of any checks
to be drawn against Grant funds.
iv. Upon DASNY approval, the escrow agent shall disburse the Grant funds as
set forth in the documentation described in (iii), above.
d) Electronic Payments Program: DASNY reserves the right to implement an electronic
payment program ("Electronic Payment Program") for all payments to be made to the
Grantee thereunder. Prior to implementing an Electronic Payment Program, DASNY
shall provide the Grantee written notice one hundred twenty days prior to the
effective date of such Electronic Payment Program ("Electronic Payment Effective
Date"). Commencing on or after the Electronic Payment Effective Date, all
payments due hereunder by the Grantee shall only be rendered electronically, unless
payment by paper check is expressly authorized by DASNY. Commencing on or
after the Electronic Payment Effective Date the Grantee further acknowledges and
agrees that DASNY may withhold any request for payment hereunder, if the Grantee
has not complied with DASNY's Policies and Procedures relating to its Electronic
Payment Program in effect at such time, unless payment by paper check is expressly
authorized by DASNY.
e) In no event will DASNY make any payment which would cause DASNY's aggregate
disbursements to exceed the Grant amount.
f) The Grant, or a portion thereof, may be subject to recapture by DASNY as provided
in Section 9(c) hereof.
6. Non -Discrimination and Affirmative Action
The Grantee shall make its best effort to comply with DASNY's Non -Discrimination and
Affirmative Action policies set forth in Exhibit F to this Agreement.
7. No Liability of DASNY or the State
DASNY shall not in any event whatsoever be liable for any injury or damage, cost or
expense of any nature whatsoever that occurs as a result of or in any way in connection
with the Project and the Grantee hereby agrees to indemnify and hold harmless DASNY,
the State and their respective agents, officers, employees and directors (collectively, the
"Indemnitees") from and against any and all such liability and any other liability for injury
or damage, cost or expense resulting from the payment of the Grant by DASNY to the
Grantee or use of the Project in any manner, including in a manner which, if the bonds
are issued on a tax-exempt basis, (i) results in the interest on the bonds issued by
DASNY the proceeds of which were used to fund the Grant (the "Bonds") to be
includable in gross income for federal income tax purposes or (ii) gives rise to an
allegation against DASNY by a governmental agency or authority, which DASNY
defends that the interest on the Bonds is includable in gross income for federal income
tax purposes, other than that caused by the gross negligence or the willful misconduct of
the Indemnitees.
Updated 1-2-19 5
8. Warranties and Covenants
The Grantee warrants and covenants that:
a) The Grant shall be used solely for Eligible Expenses in accordance with the Terms
and Conditions of this Agreement.
b) No materials, if any, purchased with the Grant will be used for any purpose other
than the eligible Project costs as identified in Exhibit A.
c) The Grantee agrees to utilize all funds disbursed in accordance with this Agreement
in accordance with the terms of the SAM Program.
d) The Grantee is solely responsible for all Project costs in excess of the Grant. The
Grantee will incur and pay Project costs and submit requisitions for reimbursement in
connection with such costs.
e) The Grantee has sufficient, secured funding for all Project costs in excess of the
Grant, and will complete the Project as described in the Preliminary Application or
Project Information Sheet and in this Agreement.
f) The Grantee agrees to use its best efforts to utilize the Project for substantially the
same purpose set forth in this Agreement until such time as the Grantee determines
that the Project is no longer reasonably necessary or useful in furthering the public
purpose for which the grant was made.
g)
There has been no material adverse change in the financial condition of the Grantee
since the date of submission of the Preliminary Application or Project Information
Sheet to DASNY.
h) No part of the Grant will be applied to any expenses paid or payable from any other
external funding source, including State or Federal grants, or grants from any other
public or private source.
i) The Grantee owns, leases, or otherwise has control over the site where the Project
will be located. If the Project includes removable equipment or furnishings including
but not limited to, computer hardware and software, air conditioning units, lab
equipment, office furniture and telephone systems, Grantee will develop, implement
and maintain an inventory system for tracking such removable equipment and
furnishings.
j)
In the event the Grantee will utilize the Grant funds to acquire real property, the
Grantee must retain title ownership to the real property. If at any time during the
term of this Agreement the real property is repurchased by the Seller or otherwise
conveyed to any entity other than the Grantee, the Grantee will notify DASNY within
10 business days from the date the contract of sale is executed OR within 10
business days from the date the Grantee initiates or is notified of the intent to
transfer ownership of the real property, whichever is earlier. In that event, Grantee
hereby agrees to repay to DASNY all Grant funds disbursed pursuant to this
Agreement.
Updated 1-2-19 6
k) The Project to be funded by the Grant will be located in the State of New York. If the
Grant will fund all or a portion of the purchase of any type of vehicle, such vehicle will
be registered in the State of New York and a copy of the New York State Vehicle
Registration documents will be provided to DASNY's Accounts Payable Department
at the time of requisition.
I) Grantee is in compliance with, and shall continue to comply in all material respects,
with all applicable laws, rules, regulations and orders affecting the Grantee and the
Project including but not limited to maintaining the Grantee's document vault on the
New York State Grants Reform Gateway(https://grantsmanagement.nv.gov/).
m) The Grantee has obtained all necessary consents and approvals from the property
owner in connection with any work to be undertaken in connection with the Project.
n) All contractors and vendors retained to perform services in connection with the
Project shall be authorized to do business in the State of New York and/or filed such
documentation, certifications, or other information with the State or County as
required in order to lawfully provide such services in the State of New York. In
addition, said contractor/vendors shall possess and maintain all professional licenses
and/or certifications required to perform the tasks undertaken in connection with the
Project.
o) Neither the Grantee nor any of the members of its Board of Directors or other
governing body or its employees have given or will give anything of value to anyone
to procure the Grant or to influence any official act or the judgment of any person in
the performance of any of the terms of this Agreement.
p) The Grant shall not be used in any manner for any of the following purposes:
i. political activities of any kind or nature, including, but not limited to, furthering
the election or defeat of any candidate for public, political or party office, or
for providing a forum for such candidate activity to promote the passage,
defeat, or repeal of any proposed or enacted legislation;
ii. religious worship, instruction or proselytizing as part of, or in connection with,
the performance of this Agreement;
iii. payments to any firm, company, association, corporation or organization in
which a member of the Grantee's Board of Directors or other governing body,
or any officer or employee of the Grantee, or a member of the immediate
family of any member of the Grantee's Board of Directors or other governing
body, officer, or employee of the Grantee has any ownership, control or
financial interest, including but not limited to an officer or employee directly or
indirectly responsible for the preparation or the determination of the terms of
the contract or other arrangement pursuant to which the proceeds of the
Grant are to be disbursed. For purposes of this paragraph, "ownership"
means ownership, directly or indirectly, of more than five percent (5%) of the
assets, stock, bonds or other dividend or interest -bearing securities; and
"control" means serving as a member of the board of directors or other
governing body, or as an officer in any of the above; and
Updated 1-2-19 7
iv. payment to any member of Grantee's Board of Directors or other governing
body of any fee, salary or stipend for employment or services, except as may
be expressly provided for in this Agreement.
q)
The relationship of the Grantee (including, for purposes of this paragraph, its officers,
employees, agents and representatives) to DASNY arising out of this Agreement
shall be that of an independent contractor. The Grantee covenants and agrees that
it will conduct itself in a manner consistent with such status, that it will neither hold
itself out as, nor claim to be, an officer, employee, agent or representative of DASNY
or the State by reason hereof, and that it will not by reason thereof, make any claim,
demand or application for any right or privilege applicable to an officer, employee,
agent or representative of DASNY or the State, including without limitation, worker's
compensation coverage, unemployment insurance benefits, social security coverage
or retirement membership or credit.
r) The information contained in the Preliminary Application or Project Information Sheet
submitted by the Grantee in connection with the Project and the Grant, as such may
have been amended or supplemented and any supplemental documentation
requested by the State or DASNY in connection with the Grant, is incorporated
herein by reference in its entirety. In the event of an inconsistency between the
descriptions, conditions, and terms of this Agreement and those contained in the
Preliminary Application or Project Information Sheet, the provisions of this
Agreement shall govern. The Grantee hereby acknowledges that DASNY has relied
on the statements and representations made by the Grantee in the Preliminary
Application or Project Information Sheet and any supplemental information in making
the Grant. The Grantee hereby represents and warrants that it has made no material
misstatement or omission of fact in the Preliminary Application or Project Information
Sheet, supplemental information, or otherwise in connection with the Grant and that
the information contained in the Preliminary Application or Project Information Sheet
and supplemental information continues on the date hereof to be materially correct
and complete.
s) The Grantee hereby represents and warrants that it has made no material
misstatement or omission of fact in the Grantee Questionnaire ("GQ"), attached
hereto as Exhibit C, or the Grantee's document vault in the New York State's Grants
Reform Gateway completed by the Grantee in connection with the Project and the
Grant, and that the responses in the GQ and the document vault continue on the
date hereof to be materially correct and complete. The Grantee hereby
acknowledges that DASNY has relied on the statements and representations made
by the Grantee in the GQ in making the Grant, and that the Grantee will be required
to reaffirm the information therein each time a requisition for grant funds is presented
to DASNY.
t) The Grantee is duly organized, validly existing and in good standing under the laws
of the State of New York, or is duly organized and validly existing under the laws of
another jurisdiction and is authorized to do business and is in good standing in the
State of New York and shall maintain its corporate existence in good standing in
each such jurisdiction for the term of this Agreement, and has full power and
authority to execute and deliver the Agreement and to perform its obligations
thereunder;
Updated 1-2-19 8
u) The Grantee agrees to provide such documentation to DASNY as may be requested
by DASNY in its sole and absolute discretion to support a requisition for payment, to
determine compliance by the Grantee with the terms of this Agreement or otherwise
reasonably requested by DASNY in connection with the Grant, and further
acknowledges that if documentation requested in connection with a requisition for
payment does not, in the sole and absolute discretion of DASNY, provide adequate
support for the costs requested, that such requisition request shall be denied and
payment shall not be made to the Grantee.
v) The Agreement was duly authorized, executed and delivered by the Grantee and is
binding on and enforceable against the Grantee in accordance with its terms.
9. Default and Remedies
a) Each of the following shall constitute a default by the Grantee under this Agreement:
i. Failure to perform or observe any obligation, warranty or covenant of the
Grantee contained herein, or the failure by the Grantee to perform the
requirements herein to the reasonable satisfaction of DASNY and within the
time frames established therefor under this Agreement.
ii. Failure to comply with any request for information reasonably made by
DASNY to determine compliance by the Grantee with the terms of this
Agreement or otherwise reasonably requested by DASNY in connection with
the Grant.
iii. The making by the Grantee of any false statement or the omission by the
Grantee to state any material fact in or in connection with this Agreement or
the Grant, including information provided in the Preliminary Application or
Project Information Sheet or in any supplemental information that may be
requested by the State or DASNY.
iv. The Grantee shall (A) be generally not paying its debts as they become due,
(B) file, or consent by answer or otherwise to the filing against it of, a petition
under the United States Bankruptcy Code or under any other bankruptcy or
insolvency law of any jurisdiction, (C) make a general assignment for the
benefit of its general creditors, (D) consent to the appointment of a custodian,
receiver, trustee or other officer with similar powers of itself or of any
substantial part of its property, (E) be adjudicated insolvent or be liquidated or
(F) take corporate action for the purpose of any of the foregoing.
v. An order of a court having jurisdiction shall be made directing the sale,
disposition or distribution of all or substantially all of the property belonging to
the Grantee, which order shall remain undismissed or unstayed for an
aggregate of thirty (30) days.
vi. The Grantee abandons the Project prior to its completion.
vii. The Grantee is found to have falsified or modified any documents submitted
in connection with this grant, including but not limited to invoice, contract or
payment documents submitted in connection with a Grantee's request for
payment/reimbursement.
Updated 1-2-19 9
viii. Utilizing the Grant funds paid to the Grantee pursuant to Section 5(b) for any
purpose other than paying the contractors and/or vendors identified in the
requisition documentation in the amounts set forth in the requisition.
b) Upon the occurrence of a default by the Grantee and written notice by DASNY
indicating the nature of the default, DASNY shall have the right to terminate this
Agreement.
c) Upon any such termination, DASNY may withhold any Grant proceeds not yet
disbursed and may require repayment of Grant proceeds already disbursed. If
DASNY determines that any Grant proceeds had previously been released based
upon fraudulent representations or other willful misconduct, DASNY may require
repayment of those funds and may refer the matter to the appropriate authorities for
prosecution. DASNY shall be entitled to exercise any other rights and seek any
other remedies provided by law.
10. Term of Agreement
Notwithstanding the provisions of Section 9 hereof, this Agreement shall terminate three
(3) years after the latest date set forth on the front page hereof without any further notice
to the Grantee. DASNY, in its sole discretion, may extend the term of this Agreement
upon a showing by the Grantee that the Project is under construction and is expected to
be completed within the succeeding twelve (12) months. All requisitions must be
submitted to DASNY in proper form prior to the termination date in order to be
reimbursed.
11. Proiect Audit
DASNY shall, upon reasonable notice, have the right to conduct, or cause to be
conducted, one or more audits, including field inspections, of the Grantee to assure that
the Grantee is in compliance with this Agreement. This right to audit shall continue for
six (6) years following the completion of the Project or earlier termination of this
Agreement.
12. Survival of Provisions
The provisions of Sections 3, 7, 8(o), 8(p) and 11 shall survive the expiration or earlier
termination of this Agreement.
13. Notices
Each notice, demand, request or other communication required or otherwise permitted
hereunder shall be in writing and shall be effective upon receipt if personally delivered or
sent by any overnight service or three (3) days after dispatch by certified mail, return
receipt requested, to the addresses set forth on this document's cover page.
14. Assignment
The Grantee may not assign or transfer this Agreement or any of its rights hereunder.
Updated 1-2-19 10
15. Modification
This Agreement may be modified only by a written instrument executed by the party
against whom enforcement of such modification is sought.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of New York. This Agreement shall be construed without the aid of any
presumption or other rule of law regarding construction against the party drafting this
Agreement or any part of it. In case any one or more of the provisions of this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision hereof and this
Agreement shall be construed as if such provision(s) had never been contained herein.
17. Confidentiality of Information
Any information contained in reports made to DASNY or obtained by DASNY as a result
of any audit or examination of Grantee's documents or relating to trade secrets,
operations and commercial or financial information, including but not limited to the
nature, amount or source of income, profits, losses, financial condition, marketing plans,
manufacturing processes, production costs, productivity rates, or customer lists,
provided that such information is clearly marked "confidential" by the Grantee that
concerns or relates to trade secrets, operations and commercial or financial information,
including but not limited to the nature, amount or source of income, profits, losses or
expenditures, financial condition, marketing plans, manufacturing processes, production
costs, productivity rates, or customer lists, which is determined by DASNY to be exempt
from public disclosure under the Freedom of Information Law, shall be considered
business confidential and is not to be released to anyone, except DASNY and staff
directly involved in assisting the Grantee, without prior written authorization from the
Grantee, as applicable. Notwithstanding the foregoing, DASNY will not be liable for any
information disclosed, in DASNY's sole discretion, pursuant to the Freedom of
Information Law, or which DASNY is required to disclose pursuant to legal process.
18. Executory Clause
This Agreement shall be deemed executory to the extent of monies available for the
SAM Program to DASNY.
Updated 1-2-19 11
Town of Irondequoit
Construction of a New Public Works Garage
Project ID 12973
This agreement is entered into as of the latest date written below:
GRANTEE: TOWN OF IRONDEQUOIT
(Signature of Grantee Authorized Officer)
(Printed Name and Title)
Date:
DORMITORY AUTHORITY OF THE STATE OF NEW YORK
(Signature of DASNY Authorized Officer)
(Printed Name)
Date:
Updated 1-2-19 12
Resolution No. 2020 - ________
EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A
RESOLUTION AWARDING OF IRONDEQUOIT COMMUNITY CENTER PHASE II-
GENERAL BUILDING CONSTRUCTION
At the workshop meeting of the Town Board of the Town of Irondequoit, Monroe County, New
York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 10th day of
March 2020 at 4:00 P.M. local time; there were:
PRESENT:
David Seeley Town Supervisor
Patrina Freeman Town Board Member
John Perticone Town Board Member
Kimie Romeo Town Board Member
Peter Wehner Town Board Member
Harter Secrest & Emery LLP Attorney for the Town
Town Board Member______________________offered the following resolution and moved its
adoption:
WHEREAS, it is necessary to contract for interior construction services for the new Irondequoit
Community Center to be located at Skyview on the Ridge (the “Project”); and
WHEREAS, the Town of Irondequoit issued an Invitation to Bid and caused the Notice to Bid
to be published in the Irondequoit Post on February 6, 2020 as well as publishing the Invitation
to Bid on the Town website in compliance with General Municipal Law § 103 and Chapter 51 of
the Irondequoit Town Code, requesting bids for the Irondequoit Community Center- Phase II
Package (Town Bid No. 2020-4), in order to compute the best value to the Town; and
WHEREAS, sealed bids were received and publicly opened and read on February 27, 2020; and
WHEREAS, the lowest responsible bidder for Irondequoit Community Center Phase II- General
Building Construction was Javen Construction in the amount of $4,334,000; and
WHEREAS, funding for this expense will be available in account 379-7140-2011; and
WHEREAS, pursuant to Town Board Resolution 2019-128, the Town Board adopted a Negative
Declaration for the building of the new Irondequoit Community Center.
NOW THEREFORE BE IT RESOLVED, that the Town Board authorizes the award of
Irondequoit Community Center Phase II- General Building Construction to Javen Construction,
in the amount of $4,334,000.
AND, BE IT FURTHER RESOLVED, that the Town Board authorizes the Town Supervisor to
execute any and all documents related to these awards.
This resolution shall take effect immediately upon its adoption.
Seconded by Town Board Member __________________________and duly put to vote, which
resulted as follows:
Town Board Member Wehner voting _______
Town Board Member Perticone voting _______
Town Board Member Romeo voting _______
Town Board Member Freeman voting _______
Town Supervisor Seeley voting _______
Resolution No. 2020 - ________
EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A
RESOLUTION AWARDING OF IRONDEQUOIT COMMUNITY CENTER PHASE II-
ELECTRICAL CONSTRUCTION
At the workshop meeting of the Town Board of the Town of Irondequoit, Monroe County, New
York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 10th day of
March 2020 at 4:00 P.M. local time; there were:
PRESENT:
David Seeley Town Supervisor
Patrina Freeman Town Board Member
John Perticone Town Board Member
Kimie Romeo Town Board Member
Peter Wehner Town Board Member
Harter Secrest & Emery LLP Attorney for the Town
Town Board Member______________________offered the following resolution and moved its
adoption:
WHEREAS, it is necessary to contract for interior construction services for the new Irondequoit
Community Center to be located at Skyview on the Ridge (the “Project”); and
WHEREAS, the Town of Irondequoit issued an Invitation to Bid and caused the Notice to Bid
to be published in the Irondequoit Post on February 6, 2020 as well as publishing the Invitation
to Bid on the Town website in compliance with General Municipal Law § 103 and Chapter 51 of
the Irondequoit Town Code, requesting bids for the Irondequoit Community Center- Phase II
Package (Town Bid No. 2020-4), in order to compute the best value to the Town; and
WHEREAS, sealed bids were received and publicly opened and read on February 27, 2020; and
WHEREAS, the lowest responsible bidder for Irondequoit Community Center Phase II-
Electrical Construction was Concord Electric Corporation in the amount of $759,300; and
WHEREAS, funding for this expense will be available in account 379-7140-2011; and
WHEREAS, pursuant to Town Board Resolution 2019-128, the Town Board adopted a Negative
Declaration for the building of the new Irondequoit Community Center.
NOW THEREFORE BE IT RESOLVED, that the Town Board authorizes the award of
Irondequoit Community Center Phase II- Electrical Construction to Concord Electric
Corporation, in the amount of $759,300.
AND, BE IT FURTHER RESOLVED, that the Town Board authorizes the Town Supervisor to
execute any and all documents related to these awards.
This resolution shall take effect immediately upon its adoption.
Seconded by Town Board Member __________________________and duly put to vote, which
resulted as follows:
Town Board Member Wehner voting _______
Town Board Member Perticone voting _______
Town Board Member Romeo voting _______
Town Board Member Freeman voting _______
Town Supervisor Seeley voting _______
Resolution No. 2020 - ________
EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A
RESOLUTION AWARDING OF IRONDEQUOIT COMMUNITY CENTER PHASE II-
PLUMBING CONSTRUCTION
At the workshop meeting of the Town Board of the Town of Irondequoit, Monroe County, New
York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 10th day of
March 2020 at 4:00 P.M. local time; there were:
PRESENT:
David Seeley Town Supervisor
Patrina Freeman Town Board Member
John Perticone Town Board Member
Kimie Romeo Town Board Member
Peter Wehner Town Board Member
Harter Secrest & Emery LLP Attorney for the Town
Town Board Member______________________offered the following resolution and moved its
adoption:
WHEREAS, it is necessary to contract for interior construction services for the new Irondequoit
Community Center to be located at Skyview on the Ridge (the “Project”); and
WHEREAS, the Town of Irondequoit issued an Invitation to Bid and caused the Notice to Bid
to be published in the Irondequoit Post on February 6, 2020 as well as publishing the Invitation
to Bid on the Town website in compliance with General Municipal Law § 103 and Chapter 51 of
the Irondequoit Town Code, requesting bids for the Irondequoit Community Center- Phase II
Package (Town Bid No. 2020-4), in order to compute the best value to the Town; and
WHEREAS, sealed bids were received and publicly opened and read on February 27, 2020; and
WHEREAS, the lowest responsible bidder for Irondequoit Community Center Phase II-
Plumbing Construction was Thurston-Dudek, LLC in the amount of $378,300; and
WHEREAS, funding for this expense will be available in account 379-7140-2011; and
WHEREAS, pursuant to Town Board Resolution 2019-128, the Town Board adopted a Negative
Declaration for the building of the new Irondequoit Community Center.
NOW THEREFORE BE IT RESOLVED, that the Town Board authorizes the award of
Irondequoit Community Center Phase II- Plumbing Construction to Thurston-Dudek, LLC, in
the amount of $378,300.
AND, BE IT FURTHER RESOLVED, that the Town Board authorizes the Town Supervisor to
execute any and all documents related to these awards.
This resolution shall take effect immediately upon its adoption.
Seconded by Town Board Member __________________________and duly put to vote, which
resulted as follows:
Town Board Member Wehner voting _______
Town Board Member Perticone voting _______
Town Board Member Romeo voting _______
Town Board Member Freeman voting _______
Town Supervisor Seeley voting _______
Resolution No. 2020 - ________
EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A
RESOLUTION AWARDING OF IRONDEQUOIT COMMUNITY CENTER PHASE II-
HVAC MECHANICAL CONSTRUCTION
At the workshop meeting of the Town Board of the Town of Irondequoit, Monroe County, New
York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 10th day of
March 2020 at 4:00 P.M. local time; there were:
PRESENT:
David Seeley Town Supervisor
Patrina Freeman Town Board Member
John Perticone Town Board Member
Kimie Romeo Town Board Member
Peter Wehner Town Board Member
Harter Secrest & Emery LLP Attorney for the Town
Town Board Member______________________offered the following resolution and moved its
adoption:
WHEREAS, it is necessary to contract for interior construction services for the new Irondequoit
Community Center to be located at Skyview on the Ridge (the “Project”); and
WHEREAS, the Town of Irondequoit issued an Invitation to Bid and caused the Notice to Bid
to be published in the Irondequoit Post on February 6, 2020 as well as publishing the Invitation
to Bid on the Town website in compliance with General Municipal Law § 103 and Chapter 51 of
the Irondequoit Town Code, requesting bids for the Irondequoit Community Center- Phase II
Package (Town Bid No. 2020-4), in order to compute the best value to the Town; and
WHEREAS, sealed bids were received and publicly opened and read on February 27, 2020; and
WHEREAS, the lowest responsible bidder for Irondequoit Community Center Phase II- HVAC
Mechanical Construction was Pipitone Enterprises, LLC in the amount of $997,000; and
WHEREAS, funding for this expense will be available in account 379-7140-2011; and
WHEREAS, pursuant to Town Board Resolution 2019-128, the Town Board adopted a Negative
Declaration for the building of the new Irondequoit Community Center.
NOW THEREFORE BE IT RESOLVED, that the Town Board authorizes the award of
Irondequoit Community Center Phase II- HVAC Mechanical Construction to Pipitone
Enterprises, LLC, in the amount of $997,000.
AND, BE IT FURTHER RESOLVED, that the Town Board authorizes the Town Supervisor to
execute any and all documents related to these awards.
This resolution shall take effect immediately upon its adoption.
Seconded by Town Board Member __________________________and duly put to vote, which
resulted as follows:
Town Board Member Wehner voting _______
Town Board Member Perticone voting _______
Town Board Member Romeo voting _______
Town Board Member Freeman voting _______
Town Supervisor Seeley voting _______
8615118_1
Resolution No. 2020 - ________
EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A
RESOLUTION AUTHORIZING THE CONSENT TO TRANSACTIONS INVOLVING
THE SKYVIEW SENIOR HOUSING PROJECT AND THE COUNTY OF MONROE
INDUSTRIAL DEVELOPMENT AGENCY
At the workshop meeting of the Town Board of the Town of Irondequoit (“Town”), Monroe
County, New York held at the Town Hall, 1280 Titus Avenue, in said Town, on the 10th day of
March, 2020 at 4:00 p.m. local time; there were:
PRESENT:
David Seeley Town Supervisor
Patrina Freeman Town Board Member
John Perticone Town Board Member
Kimie Romeo Town Board Member
Peter Wehner Town Board Member
Harter Secrest & Emery LLP Attorney for the Town
Town Board Member______________________offered the following resolution and moved its
adoption:
WHEREAS, 1733 Ridge Rd LLC has been engaged in a project to renovate and redevelop the
former Irondequoit Mall, to occur in several phases; and
WHEREAS, effective February 1, 2019, 1733 Ridge Rd LLC entered into agreements (the
“Lease Agreements”) with the County of Monroe Industrial Development Agency d/b/a Imagine
Monroe (“COMIDA”) to lease to COMIDA and lease back from COMIDA several parcels of
real property of the former Irondequoit Mall, including tax parcel 092.05-1-86 (the “Property”);
and
WHEREAS, pursuant to Town Board Resolution No. 2017-326, the Town Board gave its
support to the application of 1733 Ridge Rd LLC for a custom payment in lieu of taxes
agreement with COMIDA for several parcels of property, including the Property (the “COMIDA
PILOT,” and together with the “Lease Agreements,” the “Agency Documents”); and
WHEREAS, 1733 Ridge Rd LLC has leased part of the Property to PathStone Development
Corporation (“Pathstone”) for the development of residential housing for seniors citizens (the
“Skyview Senior Housing Project”); and
WHEREAS, as a condition to the financing of the Skyview Senior Housing Project, Pathstone’s
financers have required that the Property not be encumbered by leases, mortgages, or instruments
which could impact the financers’ respective rights and obligations under the financing; and
8615118_1
WHEREAS, COMIDA has agreed to remove the Skyview Senior Housing Project from the
Agency Documents; and
WHEREAS, pursuant to Town Board Resolution No. 2020-077, the Town Board approved a
separate payment-in-lieu of taxes agreement for the Skyview Senior Housing Project, contingent
upon COMIDA’s release of the Skyview Senior Housing Project from the COMIDA PILOT; and
WHEREAS, the transaction contemplated herein will require the administrative re-subdivision
of the Property to establish the parcel for the Skyview Senior Housing Project as a separate tax
parcel and the consolidation of the lands remaining in the Property into neighboring tax parcels;
and
WHEREAS, the Town Board has determined that the release of the Property from the Agency
documents and the administrative re-subdivision of the effected tax parcels lies in the best
interests of the Town.
NOW, THEREFORE, BE IT RESOLVED, that the Town Board authorizes the Town
Supervisor to execute a letter addressed to COMIDA consenting to and supporting the release of
the Property from the Agency Documents and the administrative re-subdivision of the effected
tax parcels, in the form substantially similar to that attached hereto as Exhibit A or as approved
by the Attorney for the Town.
This resolution shall take effect immediately upon its adoption.
Seconded by Town Board Member __________________________and duly put to vote, which
resulted as follows:
Town Board Member Wehner voting _______
Town Board Member Perticone voting _______
Town Board Member Romeo voting _______
Town Board Member Freeman voting _______
Town Supervisor Seeley voting _______
8615118_1
Exhibit A
(Letter)
March 10, 2020
VIA MAIL AND ELECTRONIC MAIL
County of Monroe Industrial Development Agency
d/b/a Imagine Monroe
50 West Main Street
Rochester, New York 14614
Re: Payment In Lieu of Tax Agreement, dated February 1, 2019 (the “PILOT
Agreement”), b y and between County of Monroe Industrial Development Agency
(“COMIDA”) and 1733 Ridge Rd LLC (the “Company”); and acknowledged and
agreed to by the Town of Irondequoit, the County of Monroe and the East
Irondequoit School District.
Dear Ms. Liss and the Board of Directors of COMIDA:
The Town of Irondequoit (the “Town”) has been advised by the Company that certain
real property located at 200 Medley Centre Parkway, Town of Irondequoit, Monroe County, as
demonstrated in Exhibit A hereto, and being part of SBL#092.05-1-86 (with such portion of said
tax parcel referred to herein as the “Skyview Senior Housing Parcel”) has been ground -leased by
the Company, as Landlord, to PathStone Development Corporation, its successors and assigns
(“PathStone”), as Tenant, for use by PathStone for the construction and operation of 157 senior
residential units and related improvements (the “Skyview Senior Housing Project”), and financed
through bonds (the “Financing”) issued by NYS Housing Finance Agency (“HFA”) and further
secured by a letter of credit from Citizens Bank National Association (the “Lender”). As a
condition to the Financing of the Skyview Senior Housing Project, HFA and the Lender require
that the Skyview Senior Housing Parcel not be encumbered by a lease or mo rtgage or any
instrument that could in any way, now or in the future, impact or affect HFA or the Lender, or
their respective rights and obligations under the Financing.
As a result of the foregoing, the Skyview Senior Housing Parcel must be released from :
(i) the Lease Agreement, dated as of February 1, 2019, by and between COMIDA and the
Company (the “Lease Agreement”); (ii) the Leaseback Agreement, dated as of Februar y 1, 2019
(the “Leaseback Agreement”; and, together with the Lease Agreement and the PILOT
Agreement, the “Agency Documents”), by and between COMIDA and the Company and (iii)
the PILOT Agreement.
Please accept this correspondence as the Town’s consent to:
Page 2
8614055_1
(i) the release of the Skyview Senior Housing Parcel from the Agency Documents;
(ii) in conjunction with the Company’s application to the Town for an administrative
re-subdivision of tax parcel 092.05-1-86, so as to (i) establish the Skyview Senior Housing
Parcel, as demonstrated in Exhibit A hereto, as a separate, independently assessed tax parcel, and
(ii) consolidate the remainder of the lands within said tax parcel 092.05-1-86, as are located
outside of the Skyview Senior Housing Parcel (“Parcel 86 Remainder Lands” (as described in
Exhibit B hereto)), with adjacent tax parcel 092.05-1-85.105 to the south, so as to establish tax
parcel 092.05-1-85.105, together with the Parcel 86 Remainder Lands, into a separate,
independently assessed tax parcel (the “Consolidated Parcel”), and with such Consolidated
Parcel to have a Base Valuation (as defined in the PILOT Agreement) of $385,000.00,
representing the existing Base Valuation of tax parcel 092.05-1-85.105, being $350,000.00, plus
the sum of $35,000.00 corresponding to the Parcel 86 Remainder Lands; and
(iii) the Company’s request that the effectiveness of all such action by COMIDA be
contingent and conditional upon the closing of the associated Building Purchase and Sale
Contract between the Company and PathStone, and closing of the associated Financing
referenced above.
Very truly yours,
David A. Seeley
Town Supervisor
Exhibit A
02.21.20
20182541.0002
A.SNYDER
LEGAL DESCRIPTION OF PROPOSED LEASE PARCEL, A PORTION OF LOT 4:
ALL THAT TRACT OR PARCEL OF LAND CONTAINING 5.177 ACRES, MORE OR LESS, SITUATE IN
TOWN LOTS 40, 41, 33 AND 34, TOWNSHIP 14, RANGE 7, IN THE TOWN OF IRONDEQUOIT, COUNTY
OF MONROE AND STATE OF NEW YORK, AND BEING MORE PARTICULARLY BOUNDED AND
DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT AT THE MOST WESTERLY CORNER OF LOT 4 AS DEPICTED ON MAP FILED
AT THE MONROE COUNTY CLERK'S OFFICE AT LIBER 326 OF MAPS; PAGE 55; THENCE (1)
NORTHEASTERLY ALONG A CURVE TO THE LEFT, HAVING A RADIUS OF 293.00 FEET, THROUGH A
CENTRAL ANGLE OF 27 DEGREES 10' 25", A DISTANCE OF 138.96 FEET TO A POINT OF TANGENCY;
THENCE (2) N 21 DEGREES 35' 20" E, A DISTANCE OF 75.06 FEET TO A POINT OF CURVATURE;
THENCE (3) NORTHEASTERLY AND EASTERLY, ALONG A CURVE TO THE RIGHT, HAVING A
RADIUS OF 210.00 FEET, THROUGH A CENTRAL ANGLE OF 56 DEGREES 06' 07', A DISTANCE OF
205.63 FEET TO A POINT OF TANGENCY; THENCE (4) N 77 DEGREES 41' 27" E, A DISTANCE OF 172.10
FEET TO A POINT OF CURVATURE; THENCE (5) EASTERLY AND SOUTHEASTERLY, ALONG A
CURVE TO THE RIGHT, HAVING A RADIUS OF 135.00 FEET, THROUGH A CENTRAL ANGLE OF 79
DEGREES 29' 09", A DISTANCE OF 187.28 FEET TO A POINT OF TANGENCY; THENCE (6) S 22
DEGREES 49' 24" E, A DISTANCE OF 263.34 FEET TO A POINT OF CURVATURE; THENCE (7)
SOUTHEASTERLY AND SOUTHERLY ALONG A CURVE TO THE RIGHT, HAVING A RADIUS OF 170.00
FEET, THROUGH A CENTRAL ANGLE OF 19 DEGREES 29' 03", A DISTANCE OF 57.81 FEET TO A POINT
OF TANGENCY; THENCE (8) S 03 DEGREES 20' 21" E, A DISTANCE OF 55.50 FEET TO A POINT;
THENCE (9) S 86 DEGREES 13' 13" E, A DISTANCE OF 204.71 FEET TO A POINT; THENCE (10) N 15
DEGREES 42' 41" W, A DISTANCE OF 17.00 FEET TO A POINT; THENCE (11) S 86 DEGREES 39' 39" W, A
DISTANCE OF 290.13 FEET TO A POINT; THENCE (12) N 48 DEGREES 20' 21" W, A DISTANCE OF 101.82
FEET TO A POINT; THENCE (13) S 41 DEGREES 39' 39" W, A DISTANCE OF 56.75 FEET TO A POINT;
THENCE (14) N 48 DEGREES 20' 21" W, A DISTANCE OF 113.63 FEET TO THE POINT OR PLACE OF
BEGINNING.
Exhibit B
20182541.0001
Senior Housing at Skyview Remaining Area Description
P.N.
2/27/2020
JHR
All that tract or parcel of land, situated in the Town of Irondequoit, County of Monroe, and State
of New York, more particularly described as follows:
Commencing and beginning on the southernmost property corner of N/F Sears Roebuck & Co.
fax Acct. # 092.05-01-86. Thence;
1. North 48°20'21" west, a distance of 333.08 feet to a point; thence,
2. North 41°39'39" east, a distance of 42.33 feet to a point of curvature; thence,
3. Northeasterly around a curve to the left, having a radius of 105.00 feet, an arc length of
82.47 feet, and a central angle of 45°00'00" to a point; thence,
4, North 03°20'21" west, a distance of 76.20 feet to a point of curvature; thence.
5. Northwesterly around a curve to the left, having a radius of 180.00 feet, an are length of
38.87 feet, and a central angle of 12°22'20" to a point; thence,
6. North 15°42'41" west, a distance of 119.77 feet to a point; thence,
7. North 86°17'30" east, a distance of 204.68 feet to a point; thence,
8. South 03°20'21" east, a distance off 572.78 feet to a point, said point being the point of
beginning.
Intending to describe an area of a parcel not included in the area of responsibility for the Senior
Housing at Skyview. Said area to be 90,726.50 square feet or 2.08 acres.
1