Loading...
HomeMy Public PortalAbout2021.07.20 RTB Packet REGULAR TOWN BOARD MEETING JULY 20, 2021 7:00 PM AGENDA 07-19-2021 6:45 PM--PROCLAMATIONS PLEDGE OF ALLEGIANCE ROLL CALL SUPERVISOR’S REMARKS & ANNOUNCEMENTS PUBLIC INPUT FINANCIAL REPORT APPROVAL OF MINUTES June 8, 2021 Workshop Meeting June 15, 2021 Regular Town Board Meeting PUBLIC HEARINGS 7PH2021-1 On the Matter of a Proposed Local Law to Amend Chapter 235 of the Town 7:35 PM Code to Adopt Requirements for Tobacco Retail Dealers and Vapor Products Dealers 7PH2021-2 On the Matter of Approving a Special Use Permit for 2590 Culver Road in a 7:36 PM C-Business District 7PH2021-2A RESOLUTION Approving a Special Use Permit for 2590 Culver Road in a C-Business District ITEMS FOR BOARD ACTION Appointments 7A2021-3 RESOLUTION Filling a Town Justice Vacancy 7A2021-4 RESOLUTION Authorizing the Appointment of a Full-Time Office Clerk IV in the Recreation Department 7A2021-5 RESOLUTION Authorizing the Appointment of a Full-Time Labor Foreman in the Department of Public Works 7A2021-6 RESOLUTION Authorizing the Appointment of a Senior Planner in the Department of Community Development 7A2021-7 RESOLUTION Authorizing the Appointment of a Justice Clerk in the Courts 7A2021-8 RESOLUTION Authorizing the Appointment of a Full-Time Light Laborer in the Building Maintenance Department Community Development 7A2021-9 RESOLUTION Calling for a Public Hearing on the Matter of Granting a Special Use Permit for 2180 E. Ridge Road in a C-Business District 7A2021-10 RESOLUTION Awarding a Contract for Development and Administration of a First- Time Homebuyer’s Program Comptroller 7A2021-11 RESOLUTION Authorizing the Annual Audit of the Town Courts 7A2021-12 RESOLUTION Authorizing a Supplemental Agreement with the Housing Council at Pathstone for Housing Counseling Services to Low- and Moderate-Income Residents as Approved Through the Community Development Block Grant During August 1, 2021 Through July 31, 2022 7A2021-13 RESOLUTION Authorizing an Agreement with the Catholic Family Center for Non- Medical Home Support Services to the Elderly as Approved Through the Community Development Block Grant During August 1, 2021 Through July 31, 2022 7A2021-14 RESOLUTION Authorizing an Agreement with the Irondequoit Community Cupboard to Provide Healthy Food Choices to Low-Income Residents as Approved Through the Community Development Block Grant During August 1, 2021 Through July 31, 2022 7A2021-15 RESOLUTION Authorizing an Agreement with Lifespan of Greater Rochester, Inc. for the “Home Safe Home for Seniors” Program of Support Services to the Elderly as Approved Through the Community Development Block Grant During August 1, 2021 Through July 31, 2022 7A2021-16 RESOLUTION Authorizing an Agreement with Lifespan of Greater Rochester, Inc. for Transportation Services to the Elderly as Approved Through the Community Development Block Grant During August 1, 2021 Through July 31, 2022 7A2021-17 RESOLUTION Authorizing an Agreement with the Housing Council at Pathstone for Housing Counseling Services to Low- and Moderate-Income Residents as Approved Through the Community Development Block Grant During August 1, 2021 Through July 31, 2022 Courts 7A2021-18 RESOLUTION Authorizing Grant Application from the Justice Court Assistance Program 7A2021-19 RESOLUTION Authorizing Attendance to the New York State Magistrate Annual Conference Human Resources 7A2021-20 RESOLUTION Authorizing an Employee to Attend the New York State Public Employers Labor Relations Association Conference in Saratoga Springs, NY on September 28 to October 1, 2021 7A2021-21 RESOLUTION to Amend and Restate the Plan Document for the Town of Irondequoit 457 Plan Police 7A2021-22 Resolution Approving the Chief of Police to Enter into a Memorandum of Understanding between the Irondequoit Police Department and Roc Dog 7A2021-23 Resolution Approving the Chief of Police to Enter into a Memorandum of Understanding between the Irondequoit Police Department and Bivona Child Advocacy Center and Other Collaborative Agencies Public Works 7A2021-24 RESOLUTION Concerning Award of Bid for Fox Hall Pump Station Replacement 7A2021-25 RESOLUTION Awarding Bid for the Grinding of Wood Waste 7A2021-26 RESOLUTION Regarding A Fiber Optic Communication Easement Agreement with Monroe County on Town Property Located on East Ridge Rd. Recreation 7A2021-27 RESOLUTION Authorizing the Supervisor to Enter and Amend Various Contracts with Vendors for Youth, Family and Senior Recreational Programming for Summer 2021 7A2021-28 RESOLUTION Authorizing the Supervisor to Execute and Amendment to an Agreement with CardConnect Services and Leasing of Card Readers for the Recreation Department 7A2021-29 RESOLUTION Authorizing Entering into a Contract with American Specialty Health Fitness, Inc. for the New Irondequoit Community Center 7A2021-30 RESOLUTION Concerning the Award of Bid for Cleaning Services at the New Irondequoit Community Center 7A2021-31 RESOLUTION Authorizing the Supervisor to Enter into an Intermunicipal Agreement with Laurelton Fire Department Supervisor 7A2021-32 RESOLUTION Accepting a Grant to Support the Irondequoit Commission Advancing Racial Equity Town Clerk 7A2021-33 Resolution Approving the Special Event License for YellowJacket Racing/Fleet Feet 2021 Rochester Half Marathon and 5K Runs 7A2021-34 Resolution Approving the Special Event License for the Rochester Running Company/Robin Hood Racing, LLC Run Like Hell 5K NEXT WORKSHOP MEETING--TUESDAY, AUGUST 10, 2021 @ 4:00 PM NEXT REGULAR TOWN BOARD MEETING--TUESDAY, AUGUST 17, 2021 @ 7:00 PM Town of Irondequoit Financial Report Month Ending 6/30/21 EXPENSES Fund 001 General (includes cemetery) percent of amended budget 005 Library percent of amended budget 021 Highway # 1, Road Impvts. percent of amended budget 023 Highway # 3, Equipment Maint percent of amended budget 024 Highway # 4, ROW / Winter percent of amended budget 031 Consolidated San Sewer Dist percent of amended budget 038 Stormwater Drainage Dist percent of amended budget 036 LaSalle Landing Sewer District percent of amended budget 039 Rock Beach San Sewer Dist percent of amended budget 040 Orland Road San, Sewer Dist percent of amended budget 051 Sea Breeze Water District percent of amended budget 071 - 098 Lighting Districts percent of amended budget TOTAL Original Budget Amended Budget 22,424,575 23,252,350 2,644,413 2,644,413 3,266,725 351,747 1,195,444 54959, g15q 1,110,531 4,079,490 890,394 150 8,862 15,200 1,135,294 146,450 1,195,981 1,112,231 4,159,693 934,114 150 8,862 15,200 1,135, 294 146,450 36.917,528 37.956,484 40 9% 1,227,489 46.4% 1,010,812 30.2% () c') 382,456 32.0%(' 538,901 48.5% 1,670,028 40.1% 270,982 29 0% 150 100.0% 556 6 3% 1,850 12 2% 432,143 38 1% 54,722 37 4% 15.099,468 Cumulative, Year to Month End Expended Encumb'd Available kn,q /A/ , Ligel Balance 9,509,380 1,457,119 12,285,851 6.3% 52 8% 9,500 1,407,424 0.4% 53 2% 1,179,753 �1,161,181 35.2% 34.6% 215,946 Q' r'S 597,579 18.1% 50.0% 98,001 475,329 8.8° 42 7% 361,439 2,128,226 8.7% 51.2% 90,934 572,198 9.7% 61 3% 0 0 00% 00% 0 8,306 0.0% 93 7% 0 13,350 0 0% 87.8% D 703,151 0 0% 61 9% 91,728 0 62.6% 0.0% 3.504,420 19,352,595 Percent of Amended Budget Spent Percent of Amended Budget Encumbered Total Percent Spent & Encumbered 39.8% 9.2% Percent Percent of of Budget Year Spent & Elapsed _ Enc'brd 50 0% 47.2% 50 0% 50.0% 50 0% 50 0% 50 0% 50 0% 50.0% 50 0% 50 0% 50 0% 50 0% 50 0% 46.8% 65.4%1 50.0% 4. 584 57.3% 48.8% 38 7% 100.0% 6.3% 12.2% 38.1 % 100.0% 49.0% 49.0% Tax Levy Sensitive 30,641,838 31,556,872 12,669,188 2,960,320 15,927,364 50 0% 49.5% Total Spent + Encumbered 15,629,507 40 1% 9 4% 50.5% 49,5% REVENUES Fund 001 General: Real Estate Tax Payment In Lieu of Tax Sales Tax (001-1001) (001-1081) (001-1120) Mortgage Tax (001-3005) AIM -Related Payments-NYS (001-2750) Interest Earnings (001-2401) Franchise Cable TV (001-1170) Recreation Program Fees (001-2001) Cemetery Revenues (001-2190/2665) Fines & Bail Forfeitures (001-2610) Other Sources of Revenue Appropriated Fund Balance Total, Revenue & Fund Balance Original Budget 11,799, 864 267,097 4,762,262 900,000 613,283 20,000 695,000 374,071 94,000 220,400 2,078,598 600,000 Amended Budget 11,799,864 267,097 4,762,262 900,000 613,283 20,000 695,000 374,071 94,000 220,400 2,103, 598 600,000 Cumulative Receipts Through This Month 11,799,864 244,798 896,486 271,674 0 2,645 -3,900 249,460 74,513 38,759 775,530 600,000 Balance to be Received 0 22,299 3,865,776 628,326 613,283 17,355 698,900 124,611 19,487 181,641 1,328,068 0 22,424,575 22,449,575 14,949,830 7,499,745 Percent of Real Estate Tax 65.1% Percent of Year Elapsed Percent of Revenue Received 100 0% 91.7% 18,8% 30 2% 0.0% 13.2% -0 6% 66 7% 79.3% 17.6% 36.9% 50.0% 66.6% 2021 Printed on 7/7/2021 Page 1 Town of Irondequoit Financial Report Month Ending 6/30/21 Fund Cumulative Percent Percent Percent Original Amended Receipts Balance of of of Budget Budget as of to be Real Estate Year Revenue This Month Received Tax Elapsed Received 005 Library Real Estate Tax 2,495,508 2,495,508 2,495,508 0 13.8% 100.0% Other Sources of Revenue 148,905 148,905 80,026 68,879 53 7% Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 2,644,413 2,644,413 2,575,534 68,879 50.0% 97.4% 021, 023, 024 Highway Funds Real Estate Tax 3,839,758 3,839,758 3,839,758 0 21.2% 100 0% All Other Sources 1,532,942 1,532,942 444,585 1,088,357 29 0% Appropriated Fund Balance 200,000 200,000 200,000 0 Total, Revenue & Fund Balance 5,572,700 5,572,700 4,484,343 1,088,357 50 0% 80 5% 031 Consolidated San. Sewer District Sewer Service Charges 3,931,039 3,931,039 3,931,039 0 100.0% Other Sources of Revenue 98,451 98,451 82,631 15,820 83 9% Appropriated Fund Balance 50.000 50,000 50.000 0 Total, Revenue & Fund Balance 4,079.490 4,079,490 4,063,670 15,820 50 0% 99 6% 038 Stormwater Drainage District District Service Charges 817,394 817,394 817,394 0 100.0% Other Sources of Revenue 23,000 23,000 166 22,834 0.7% Appropriated Fund Balance 50,000 50,000 50,000 0 Total, Revenue & Fund Balance 890,394 890,394 867,560 22,834 50-0% 97.4% 036 LaSalle Landing Sewer District District Capital Charges 150 150 150 0 100 0% Other Sources of Revenue 0 0 -1 1 #DIV/0l Total Revenue 150 150 149 1 50 0% 99 4% 039 Rock Beach San. Sewer District District Capital Charges 8,857 8,857 8,857 0 100.0% Other Sources of Revenue 5 5 1 4 22.6% Total Revenue 8,862 8,862 8,858 4 50 0% 100 0% 040 Orland Road San. Sewer District District Capital Charges 15,170 15,170 15,170 0 100 0% Other Sources of Revenue 30 30 3 27 9 7% Total Revenue 15,200 15,200 15,173 27 50 0% 99 8% 051 Sea Breeze Water District District Real Estate Tax 10,000 10,000 10,000 0 100 0% Other Sources of Revenue 1,125,294 1,125,294 302,625 822,669 26.9% Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 1,135,294 1,135,294 312,625 822,669 50 0% 27 5% 071 - 098 Lighting Districts District Real Estate Tax 146,450 146,450 146,450 0 100 0% Other Sources of Revenue 0 0 65 -65 Appropriated Fund Balance 0 0 0 0 Total, Revenue & Fund Balance 146,450 146,450 146.515 -65 50.0% 100 0% Summary of Revenues and Appropriated Fund Balances Real Estate Tax 18,135,130 18,135,130 18,135,130 0 100 0% 100 0% Special District Real Estate Tax 156,450 156,450 156,450 0 100 0% Sanitary Sewer Service Charges 3,955,216 3,955,216 3,955,216 0 100 0% Stormwater District Service Charges 817,394 817,394 817,394 0 100 0% Other Sources of Revenue 12,953,338 12,978,338 3,460,066 9,518,271 26 7% TOTAL 36,017.528 36,042,528 26,524.256 9,518,271 50.0% 73 6% Appropriated Fund Balance 900,000 900,000 900,000 0 100 0% Grand Total, Revenues and Appropriated Fund Balance 36,917,528 36,942,528 27,424,256 9,518,271 74 2% 2021 Printed on 7/7/2021 Page 2 Town of Irondequoit Financial Report Month Ending 6/30/21 Comparison With Prior Year Period 6/30/2015 6/30/2016 6/30/2017 6/30/2018 6/30/2019 6/30/2020 6/30/2021 Expenses Percent Percent Percent Percent Percent Percent Percent of Budget of Budget of Budget of Budget of Budget of Budget of Budget Fund Spent & Spent & Spent & Spent & Spent & Spent & Spent & Enc'brd Enc'brd Enc'brd Enc'brd Enc'brd Enc'brd Enc'brd 001 General 005 Library 021 Highway # 1, Road Impvts 023 Highway # 3, Equipt Maint 024 Highway # 4, ROW / Winter 031 Consolidated Sewer Dist 038 Stormwater Drainage Dist 051 Sea Breeze Water District 055 Sea Breeze Fire District 071 - 098 Lighting Districts 47.9% 46 6% 66 2% 69 2% 73 8% 44.6% 27.2% 39.9% 100.0% 48 1% 52 0% 563% 554% 62 7% 56.8% 70 2% 149.1% 64.6% 59 5% 48 9% 61 1% 44.9% 37.8% 38.9% 39.2% 113.6% 100.0% 49 0% 54.5% 52.5% 62.9% 64 3% 49 8% 36.1% 50.5% 100 0% 48 6% 55.2% 35.1% 62 1% 61.1% 50 4% 35.2% 66.4% 100 0% 47.2% 47 2% 47.5% 46 8% 43.7% 65 4% 62.6% 50.0% 57.0% 57.3% 49.6% 48.8% 56.2% 38.7% 36.5% 38.1% 100.0% 100 0% TOTAL 50.4% 51.2% 57.0% 50.7% 49.1% 48.1% 49.0% Revenues Fund Percent Percent Percent Percent Percent Percent Percent of Budget of Budget of Budget of Budget of Budget of Budget of Budget Received Received Received Received Received Received Received 001 General: Real Estate Tax Payment In Lieu of Tax Sales Tax Mortgage Tax Per Capita State Aid Interest Earnings Franchise Cable TV Recreation Program Fees Cemetery Revenues Fines & Bail Forfeitures Other Sources of Revenue Appropriated Fund Balance Subtotal, General Fund Other Funds, "Other Sources" * 005 Library 021, 023, 024 Highway Funds 031 Consolidated San Sewer District Sewer Service Charges Other Sources of Revenue 038 Stormwater Drainage Dist 051 Sea Breeze Water District 055 Sea Breeze Fire District 071 - 098 Lighting Districts 100.0% 87 6% 106% 24 9% 0.0% 36 2% -04% 62 6% 35 9% 36 5% 47.0% 100.0% 100.0% 88.8% 15.6% 24.9% 0.0% 50.5% -0.4% 62.8% 37.9% 33 7% 44.6% 100.0% 100 0% 89 3% 15 7% 20 6% 0.0% 70.0% -0.5% 70 7% 42 5% 37 5% 108 2% 100.0% 100 0% 87 6% 14.8% 16 5% 0.0% 121 6% 0 2% 75 0% 39 3% 42 6% 85 6% 100.0% 100 0% 90 0% 13 6% 30 5% 0.0% 414.9% -0 5% 75 4% 42 8% 38 1% 58 2% 100 0% 100 0% 91.4% 16.1% 30 6% 0.0% 115 6% -0 5% 41.2% 33.8% 28.1 % 39.4% 100.0% 100.0% 91.7% 18.8% 30.2% 0.0% 13.2% -0.6% 66.7% 79.3% 17.6% 36.9% 100.0% 66.5% 67.2% 71 7% 68 9% 65.9% 63 7% 66 6% 40-3% 41 0% 46 0% 44.3% 100.0% 101 7% 61 0% 27 9% 100.0% 110.0% 143% 25.8% 42 9% 44 1% 64.0% 40.2% 53.7% 17 3% 100.0% 46,2% 84 3% 28 2% 33 9% 28.3% 100.0% 107.6% 91 5% 30 0% 100.0% 76 7% 26 3% 30 6% 33,8% 29.0% 100,0% 83.8% 401.9% 27.5% 100.0% 83.9% 0.7% 26.9% * All Real Estate Tax and Appropriated Fund Balances are 100% received by these funds at the beginning of each year. Ali Funds, Revenues & App. FB's 75.5% 75.9% 76 7% 76 1% 73.5% 72.4% 74 2% 2021 Printed on 7/7/2021 Page3 Town Board Meeting Notes The 2021 financial results as of June 30th: 50% of the year has elapsed and the Town's total expenses are slightly lower than budget at 49.0%—a sum of $18,604k. Encumbrances are $3,504k and actual expenses total $15,099k. Actual expenses equate to 39.8% of budget while encumbrances make up the remaining 9.2%. Encumbrances represent commitments for services, supplies, and commodities that will be needed during the year. The General Fund expenses are favorable to budget at 47.2% or $10,966k. The actual expenditures are 40.9% of budget or $9,509k; the remaining 6.3% is due to encumbrances of $1,457k. Contained within the general fund encumbrances are IT equipment, insurance, general town wide street lighting, attorney fees and other contracted expenses throughout the Town. Collectively, the expenses in the highway funds of $3,426k are higher than the 50% of the year that has elapsed at 60.5%. Actual expenses within the highway funds are 34.1% of budget ($1,932k) and encumbrances of $1,494k account for remainder. The costs result from substantial expenses and encumbrances for gas, fuel, salt, paving services and materials, and equipment parts. Expenditures in the Library are below budget at $1,237k or 46.8%. The Sewer Fund expenses of $2,031 k are at 48.8% of budget. Actual expenses equate to 40.1% of budget ($1,670k) while encumbrances of $361k account for the remaining 8.7%. Expenses in Stormwater Drainage are approximately 38.7% of budget —a total of 1 $362k. Actual expenses are $271 k (29.0%) while encumbrances account for 9.7%. Actual expenditures, excluding encumbrances, for the entire town as well as each of the Town's three major funds are below the 50% of the year elapsed. Actual town wide expenses represent 39.8% of budget while actual expenses for the general fund are 40.9%, consolidated highway fund— 34.1% and sewer fund - 40.1%. The General Fund has received revenue of $ 14,950k-66.6% of budget. At the end Of June, 100% of real estate tax or $11,799k had been collected. 91.7% of Payment In Lieu Of Tax revenue is in; another $25k is due in October and will bring that line - item to budget. Two months of Sales Tax totaling $896k or 18.8% and 3 months of mortgage tax equal to $272k or 30.2% of budget have been received to -date; other major revenue sources such as franchise cable fees, and AIM related payments are due later in the year. The total Town revenue and appropriated fund balance for the 1st half of the year Equate to $27,424k or 74.2%. Real estate taxes across funds are $18,135k . At month -end, the Library had recorded revenue of $2,575k — 97.4%. 80.5% or $4,484k of revenue has been verified by the Highway. The Sewer Fund has documented $4,064k (99.6%) of revenue . Stormwater Drainage has received 97.4% of its budgeted revenue —$868k. Page 3 of this report presents the second quarter year-to-date summary and comparison to the prior 6 years. Regarding expenditures by Fund —which are included on the top third of the page: The percent of total budget spent and 2 encumbered is 49% which is higher than last year but on par with previous years. The middle third of the page contains the relevant Sources of Revenue for the General Fund and the bottom third of the page are second quarter revenue comparisons of the other Funds with the last line reflecting the total collective revenue and fund balance for the Town. The 2021 General Fund revenue of 66.6% exceeds the two preceding years, as does the Town wide revenue of 74.2%. This concludes my financial report for the month of June 2021. 3 WORKSHOP MEETING JUNE 8, 2021 91 Workshop Meeting of the Town Board of the Town of Irondequoit, held in the Broderick Room at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 8th day of June 2021 at 4:00 P.M. PRESENT: David Seeley Supervisor Patrina Freeman John Perticone Kimie Romeo Peter Wehner Councilmembers Harter Secrest & Emery, LLP Attorney for the Town Others in attendance included Chief of Police Alan Laird, Commissioner of Public Works Robert Kiley, Deputy Commissioner of Public Works Erin Magee, Comptroller Diana Marsh, Director of Community Development Kerry Ivers, Director of Recreation Katrina Hall, Assessor Amy Jorstad, Director of Human Resources Jason Vinette, Director of Information Technology Kevin LaBarr and Town Clerk Genier. Supervisor Seeley called the meeting to order, Pledge was said, and Town Clerk Genier called Roll. Supervisor Seeley stated that there will be three public hearings held on June 15th. The first public hearing is on the matter of speed reduction on Allwood Drive from 30 MPH to 25 MPH. The second public hearing is on the matter of granting a special use permit for 1969 E. Ridge Road in a C-Business District. The third public hearing is on a proposed amendment to the Town Code Chapter 164 to prohibit the use of recreational marihuana, use of cooking grills and open fires on Town property. REVIEW OF AGENDA ITEMS FOR MAY 18, 2021 RTB MEETING: Financial Report: Comptroller Diana Marsh reviewed the financial results for the Town as of May 31, 2021. Total expenses and encumbrances total 40.3% of budget or $15,293.915, which is slightly below the 41.7% of the year that has elapsed. Actual expenses are $12,787,491 or 33.8% of budget and encumbered expenses total $2,506,424 or 6.6% of budget. Encumbrances are typically high early in the year as departments are committing to services and supplies that will be needed throughout the year. The General Fund Expenses are at 40.2% of budget or $9,300,762. Actual expenditures are $8,091,434 and encumbrances are $1,209,328. Expenses in the Highway Funds are $2,264,000 or 40% of budget. Actual encumbrances account for $729,000 (12.9%) and include fuel, salt, paving materials and equipment parts and actual expenses account for 27.1% or $1,535,000. Expenses in the Library are at $1,124.000 or 42.5%, slightly above the 41.7% of the year that has elapsed. The Sewer Fund expenses are 42.9% of budget, equating to $1,784,000. Actual expenses total $1,417,000 and encumbrances total $367,000. Expenses in Stormwater Drainage total $308,000 (33%) of budget. Actual expenses total $219,000 (23.4%) while encumbrances account for 9.5%. The General Fund Revenue received is $14,433,936 or 64.3% of budget. At the end of May, the Town received $11,799,864 of real estate tax--100% of budget. PILOT (Payment in Lieu of Tax) revenue has been received at 75.4% or $201,432. Recreation has verified $221,446 of revenue equating to 59.2% of budget. Sales tax receipts of $896,000 (18.8% of budget) have been received. Sales tax revenue has increased by 7.5% over last year for this time period. Regarding the entire Town: $26,864,000 WORKSHOP MEETING JUNE 8, 2021 92 or 72.7% of revenue and appropriated fund balance has been received to date. Approximately $18.1M of the amount received is real estate tax. The Library has received $2,568,000 or 97.1% of its budgeted revenue. The Highway has received 80% or $4,458,000 of its budgeted revenue. 99.6% or $4,064 of the Consolidated Sanitary Sewer District revenue has been received. Stormwater Drainage recorded 97.4% or $867,525 of its budgeted revenue. Additionally, the American Rescue Funds of $11,227,458 have been received (about half of the Town’s total estimated award). The use of this funding is restricted for the response to and relief of COVID- 19 and can be used to cover costs incurred through December 31, 2024. The Town is looking for more clarity on the use of the funds. Approval of Minutes: Minutes from the following meetings to be approved: May 11, 2021 Workshop Meeting and May 18, 2021 Regular Town Board Meeting. Minutes from the June 1, 2021 Special Town Board Meeting to be added to the June 15th agenda. Public Hearings: There are three (3) public hearings scheduled for June 15th. The first public hearing proposes a local law to amend Section 222-52 of the Town Code relating to the reduction of speed limit from 30 MPH to 25 MPH on Allwood Drive. Neighbors signed a petition expressing their desire to have the speed limit reduced to 25 MPH. The Town Code needs to be amended in order to go below the 30 MPH Town speed limit. The second public hearing relates to the granting of a Special Use Permit for 1969 E. Ridge Road in a C-Business District. The owner, Angel Anderson, wants to operate a place for the public to gather for special occasions, such as birthdays, meetings, etc. The third public hearing relates to a proposed amendment to Town Code Chapter 164 to prohibit the use of recreational Marihuana, use of cooking grills and open fires on Town property. There is also a public hearing on rezoning 3 parcels from R-1 Residential and C-Business District to WD-Waterfront Development District, that was held open in order to receive any additional feedback on this issue. Appointments: There are nine (9) appointments to be voted on. The first appointee is Hollie Treckler as a full-time Light Laborer in the Building Maintenance Department. She is a Town resident and was given very high marks for her work. The second resolution would appoint Megan Hoffman as a Management Assistant. She would oversee the front office at the new Irondequoit Community Center. Ms. Hoffman has been with the Town for a long time and is a very good worker. The third resolution would appoint Ryan McLean as the Fitness Coordinator at the new Community Center. Mr. McLean is a Town resident and has a lot of experience. Most recently, he worked at the YMCA. The fourth resolution authorizes the appointment of a qualified candidate for Deputy Court Clerk in the Irondequoit Justice Court. This position is an exempt position and no civil service test is required. The fifth resolution would approve the appointment of Myron Moses as a seasonal light laborer in the Irondequoit Public Works Department to work at the Irondequoit Boat Launch. There is a second seasonal light laborer to be hired to work at the Irondequoit Boat Launch as well. There was no discussion on the next several hires which included appointments for an Office Clerk III, a Recreation Assistant and a Seasonal Light Laborer. Comptroller: Comptroller Diana Marsh reviewed one (1) resolution authorizing appropriation of Community Development Block Grant (CDBG) Program CARES Act Funds. She explained that the Town received $894,392 in supplemental funding through the CARES Act for activities relating to preventing, preparing for or responding to COVID-19 from the U.S. Dept. of Housing and Urban Development. The Town then authorized an amendment to the 2019-20 CDBG Program to allocate $200,000 of CARES Act funding to a COVID-19 Community Action Plan WORKSHOP MEETING JUNE 8, 2021 93 Fund. The Town plans on taking funds from this Action Plan Fund in the sum of $20,000 for the Housing Counseling Program and $10,000 for the Senior Mailing Program for informational mailings to seniors. Information Technology: Kevin LaBarr from the IT Department reviewed two (2) resolutions. The first resolution authorizes the purchase of 32 laptop computers, 17 desktop computers and 70 monitors for use in Town offices. The purchases will be made through NYS Office of General Services contract, which was awarded to Dell Inc. The total cost is $54,120.96 and funding is available in the general fund balance and will be transferred to IT Projects Equipment & Capital Outlay. The second resolution authorizes the purchase of 3 servers and 1 storage array for use in Town offices. The Town will make the purchases through NYS Office of General Services contract which has been awarded to Dell Inc. The total cost for this equipment is $45,742.45 and said funds will be transferred from the General Fund Balance to IT Projects Equipment & Capital Outlay. Police: Police Chief Alan Laird reviewed two (2) resolutions. The first resolution formally accepts a donation from Home Depot in the sum of $1,000 from the Community Impact Grant Program. The Police Department will purchase the following items to be used by the Technician Unit: a Dewalt 660 Foot Laser Distance Measurer with Color LCD, 4X Zoom Digital Camera and Bluetooth valued at $563.26, with accompanying Dewalt Flexvolt 6.0 AH Battery Pack valued at $200, and a Dewalt 20V Tripod Light valued at 199. The second resolution authorizes Christopher Soprano to attend the 33rd Annual Colonel Henry F. Williams Homicide Seminar offered by the NYS Police in Albany, NY beginning September 26, 2021 and ending October 1, 2021. The approximate cost will be $1,710 and this is a budgeted item. Public Works: Commissioner of Public Works Robert Kiley reviewed three (3) resolutions. The first resolution is in regard to a storm sewer easement agreement on Rock Beach Road. Commissioner Kiley explained that the Town has storm sewer easements at various locations throughout the Town. He recently learned that another storm sewer pipe was located at 336 Rock Beach Road, and he wishes to obtain a permanent easement for this storm sewer should any work be needed on the storm pipe. The owner of 336 Rock Beach Road has agreed to grant the storm sewer easement to the Town. The second resolution authorizes renewal of lease of a mail machine to be used by the Department of Public Works. The current lease term is sixty-three (63) months, including monthly maintenance. The first year of lease and maintenance was approved last year. The Department of Public Works wishes to renew the lease for the remainder of the lease term being fifty-one (51) months at a monthly fee of $80.90. The annual fee of $718.80 is with Quadient Leasing for the lease and $252 annually with Lineage for annual maintenance of the machine. The third resolution authorizes dedication of a sewer pump station by I-Square, LLC and authorizes the corresponding sanitary sewer easement agreement. I-Square, LLC has asked the Town to accept the dedication of sewer pump station located at 68 Lorraine Drive. The Town will accept the dedication. A permanent sanitary sewer easement agreement is necessary in order to conduct necessary routine maintenance and make any repairs or improvements to the pump station. Recreation: Director of Recreation Katrina Hall reviewed six (6) resolutions. The first resolution authorizes lease of fitness equipment for use in the Irondequoit Community Center. Director Hall explained the benefits of leasing versus purchasing the equipment outright. She obtained three written quotes and has selected NCL Government Capital for a term of 4 years in the annual amount of $52,217.47. The payments will start in February of 2022 and the equipment WORKSHOP MEETING JUNE 8, 2021 94 will be delivered this summer. A documentation fee of $250 is to be paid at closing. The second resolution authorizes the Supervisor to enter and amend various contracts with vendors for youth, family and senior recreational programming for summer 2021. The revised contracts will replace and supersede the contracts listed on Addendum “A” of the resolution adopted in May of 2021. The third resolution authorizes the Supervisor to enter into a new contract with vendor for the Town’s 2021 Farmers’ Market and Gazebo concert series which began May 27th and will end September 16th. The fourth resolution authorizes entering into a contract with the new Irondequoit Community Center for reimbursement in lieu of membership fees for those individuals with qualifying insurance. Director Hall has collected and reviewed the contracts from several insurance companies and recommends entering into a health insurance contract with Optum Health Care Solutions, LLC. The fifth resolution authorizes the Supervisor to enter into various contracts with vendors for the Town’s July 4th celebration. It is necessary to contract with vendors to provide services for entertainment and the fireworks display. People who have been vaccinated do not have to wear masks; for those not vaccinated, a mask is recommended. The sixth resolution accepts the renewal for Inclusive Recreation Services. The current contract with Rochester Accessible Adventures includes two additional one-year optional renewals at the rate of $6,750 each year. The Town wishes to extend the current contract with Rochester Accessible Adventures to provide inclusive recreation consultant and support services to the Recreation Department through June 30, 2022. This is a budged item. Community Development: Director of Community Development Kerry Ivers handed out a proposed resolution calling for a public hearing on the matter of granting a Special Use Permit (SUP) for 2590 Culver Road (Quicklee’s) in a C-Business District. The property will be used for a gasoline station and car wash in a C-Business District which requires a SUP. The public hearing will be held on July 20th at 7:36 PM at the Town Hall. Director Ivers stated that the Board can move forward with the resolution following the public hearing. On a motion made by Councilmember Romeo, seconded by Councilmember Perticone. an Executive Session was called at 5:15 PM to discuss the appointment of a particular individual. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED ***************************************************************************** EXECUTIVE SESSIOIN ***************************************************************************** On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, the Executive Session was adjourned at 5:19 PM and the Workshop Meeting was reconvened. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Presentation by Assessor Amy Jorstad: Assessor Jorstad stated that she solicited bids from companies to conduct a town-wide revaluation next year. Three bids were received and opened on June 7th. The last town-wide revaluation was conducted in 2018. She cautioned that the cost is going to be high and there are not many firms that do this kind of work. She noted that her staff is too small to do the revaluation. Assessor Jorstad will look into state funding or grants to offset some of the cost. Councilmember Wehner remarked that he did not like the way the revaluation was done in 2018 and likes the idea of using an outside firm. WORKSHOP MEETING JUNE 8, 2021 95 Presentation by Patrina Freeman on ICARE: ICARE (Irondequoit Committee Advancing Racial Equity) was started in October of 2020. There currently are 19 adult members and 3 youth representatives working with ICARE. Patrina Freeman is the Chairperson; Leslie Harvey and Margaret Burns are Vice Chairs. Chief of Police Alan Laird and Director of Human Resources Jason Vinette are non-voting members of ICARE. In Phase One, the group met to discuss ways to create an environment where people are valued and respected regardless of their race, religion or cultural identity. In Phase Two, working groups are being formed that will begin the work of communicating ways to reduce and eliminate racism and bias. Meetings are held every second Saturday at the Town Hall and training is held on the 4th Saturday. On a motion made by Councilmember Perticone, seconded by Councilmember Wehner, the Workshop Meeting was adjourned at 6:07 PM. UPON VOTING MOTION WAS UNANIMOUSLY APPROVED Respectfully submitted, Barbara Genier, Town Clerk REGULAR TOWN BOARD MEETING JUNE 15, 2021 96 Regular Town Board Meeting of the Town Board of the Town of Irondequoit, held in the Broderick Room at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 15th day of June 2021 at 7:00 P.M. PRESENT: David Seeley Town Supervisor Patrina Freeman John Perticone Kimie Romeo Councilmembers Harter Secrest & Emery LLP Attorney for the Town ABSENT: Peter Wehner Councilmember Others in attendance included Commissioner of Public Works Robert Kiley, Deputy Commissioner of Public Works Erin Magee, Chief of Police Alan Laird, Comptroller Diana Marsh, Director of Recreation Katrina Hall, Director of Human Resources Jason Vinette, Director of Community Development Kerry Ivers, Assessor Amy Jorstad, Director of Administration Maria Vecchio, Communications Aide Michael Moss, Director of Information Technology Kevin LaBarr and Town Clerk Genier. Supervisor Seeley called the Meeting to order at 7:00 PM, pledge was said and Town Clerk Genier called roll. SUPERVISOR’S REMARKS AND ANNOUNCEMENTS: *Supervisor Seeley announced that there will be three public hearings held at this meeting and one public hearing that was held open from last month. Public hearings begin at 7:35 PM. PUBLIC INPUT: No one came forward to speak for or against any matter. FINANCIAL REPORT: Comptroller Diana Marsh reviewed the financial results for the Town as of May 31, 2021. Total expenses and encumbrances total 40.4% of budget or $15,293.915, which is slightly below the 41.7% of the year that has elapsed. Actual expenses are $12,787,491 or 33.8% of budget and encumbered expenses total $2,506,424 or 6.6% of budget. Encumbrances are typically high early in the year as departments are committing to services and supplies that will be needed throughout the year. The General Fund Expenses are at 40.2% of budget or $9,300,762. Actual expenditures are $8,091,434 and encumbrances are $1,209,328. Expenses in the Highway Funds are $2,264,000 or 40% of budget. Actual encumbrances account for $729,000 (12.9%) and include fuel, salt and equipment parts and actual expenses account for 27.1% or $1,535,000. Expenses in the Library are at $1,124.000 or 42.5%, slightly above the 41.7% of the year that has elapsed. The Sewer Fund expenses are 42.9% of budget, equating to $1,784,000. Actual expenses total $1,417,000 and encumbrances total $367,000. Expenses in Stormwater Drainage total $308,000 (33%) of budget. Actual expenses total $219,000 (23.4%) while encumbrances account for 9.5%. The General Fund Revenue received is $14,433,936 or 64.3% of budget. At the end of May, the Town received $11,799,864 of real estate tax--100% of budget. PILOT (Payment in Lieu of Tax) revenue has been received at 75.4% or $201,432. Recreation has verified $221,446 of revenue equating to 59.2% of budget. Sales tax receipts of $896,000 (18.8% of budget) have been received. Sales tax revenue has increased by 7.5% over last year for this time period. Regarding the entire Town: $26,864,000 or 72.7% of revenue and appropriated fund balance has been received to date. Approximately $18.1M of the amount received is real estate tax. The Library has received $2,568,000 or 97.1% of its budgeted revenue. The Highway has received 80% or $4,458,000 of its budgeted revenue. 99.6% or $4,064 of the Consolidated Sanitary Sewer District revenue has been received. Stormwater Drainage recorded 97.4% or $867,525 of its budgeted revenue. Additionally, the American Rescue Funds of $11,227,458 have been received (about half of the town’s total estimated award). The use of this funding is restricted for the response to and relief of COVID-19 and can be used to cover costs incurred through December 31, 2024. The Town is looking for more clarity on the use of the funds. Supervisor stated that there will be a Workshop Meeting held on July 6th to discuss federal funding. . On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, the financial report was accepted. REGULAR TOWN BOARD MEETING JUNE 15, 2021 97 UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye APPROVAL OF MINUTES: On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, the minutes from the May 11, 2021 Workshop Meeting were approved. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, the minutes from the May 18, 2021 Regular Town Board Meeting were approved. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, the minutes from the June 1, 2021 Special Town Board Meeting were approved. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye ITEMS FOR BOARD ACTION: 6A2021-4 RESOLUTION AUTHORIZING THE APPOINTMENT OF A PART-TIME LIGHT LABORER IN THE BUILDING MAINTENANCE DEPARTMENT On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, a resolution was adopted approving the hiring of Jayson Cox as a part-time Light Laborer in the Building Maintenance Department. Commissioner of Public Works Robert Kiley stated that Jayson Cox has been working at the Town for 6 weeks and is a good addition to the staff at the Library. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-129 6A2021-5 RESOLUTION AUTHORIZING THE PROVISIONAL APPOINTMENT OF A MANAGEMENT ASSISTANT On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, a resolution was adopted approving the appointment of Megan Hoffman as a Provisional Management Assistant. Director of Recreation Katrina Hall has recommended Megan Hoffman for this position. This is a competitive position and Ms. Hoffman took the exam in March of 2021. Megan will be appointed provisionally while the Town awaits the results of the exam. Ms. Hoffman will have to score in the top three to continue in this position. Ms. Hoffman has been with the Town for twenty years and has dedicated herself to serving Irondequoit. . REGULAR TOWN BOARD MEETING JUNE 15, 2021 98 UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-130 6A2021-6 RESOLUTION AUTHORIZING THE PROVISIONAL APPOINTMENT OF A FITNESS COORDINATOR On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted approving the appointment of Ryan McLean as a Provisional Fitness Coordinator. Director of Recreation Katrina Hall stated that several candidates were interviewed for this position and Ryan McLean has been recommended. He is currently employed at the YMCA and he has an extensive background in fitness coordination. This is a new position and once the examination is held, Mr. McLean must take the exam and score within the top three to keep the position. Supervisor Seeley added that the Town is very excited to bring him forward. in this role. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-131 6A2021-7 RESOLUTION AUTHORIZING THE APPOINTMENT OF A DEPUTY COURT CLERK On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted approving the appointment of a Qualified Candidate as a Deputy Court Clerk. Supervisor Seeley explained that due to a resignation, there is an opening for a Deputy Court Clerk. He stated that this is an Exempt position and no civil service test is required. Court Administrator David Marion interviewed several candidates and has chosen a Qualified Candidate, whose identity will not be disclosed in a public forum due to specific privacy concerns. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-132 6A2021-8 RESOLUTION AUTHORIZING THE APPOINTMENT OF A SEASONAL LIGHT LABORER On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted approving the appointment of Myron Moses III as a Seasonal Light Laborer in the Irondequoit Public Works Department. Commissioner of Public Works Robert Kiley explained that there is a need to hire a seasonal crew of employees in the Town’s Department of Public Works. Many qualified applicants were interviewed, and he is recommending Myron Moses III to this position. Commissioner Kiley stated that he is still looking for laborers in these seasonal positions. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-133 REGULAR TOWN BOARD MEETING JUNE 15, 2021 99 6A2021-9 RESOLUTION AUTHORIZING THE APPOINTMENT OF A SECOND SEASONAL LIGHT LABORER On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, a resolution was adopted approving the appointment of NyRian Campbell as a seasonal Light Laborer in the Irondequoit Public Works Department, working at the Irondequoit boat launch. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2020-134 6A2021-10 RESOLUTION CALLING FOR A PUBLIC HEARING ON THE MATTER OF GRANTING A SPECIAL USE PERMIT FOR 2590 CULVER ROAD IN A C-BUSINESS DISTRICT On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted calling for a public hearing on the Special Use Permit application for 2590 Culver Road to be held on July 20, 2021 at 7:36 PM. Director of Community Development Kerry Ivers explained that this resolution will set the date for a public hearing to be held on July 20, 2021 at 7:36 PM. She stated that this application has already received site plan approval from the Planning Board and received the rezoning through the Town Board. This is the final step to allow the project to move forward toward construction. The Special Use Permit is required for both the gas station and the car wash. These are permitted uses under the zoning for the property. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-135 6A2021-11 RESOLUTION AWARDING A CONTRACT FOR PROGRAM ADMINISTRATION OF A FIRST-TIME HOMEBUYER’S PROGRAM -- TABLED 6A2021-12 RESOLUTION AUTHORIZING APPROPRIATION OF COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM CARES ACT FUNDS On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted authorizing the appropriation of $20,000 COVID-19 Community Action Funding to assist homeowners impacted by COVID-19 and $10,000 for the Senior Mailing Program for COVID-19 informational mailings to seniors. Comptroller Diana Marsh explained that this resolution would appropriate funding through the Housing Council and the Senior Mailing Program with funds awarded last year through the CARES Act. Amendments were made to the 2019 and 2020 CDBG Program to allocate $200,000 through COVID-19 Community Action Fund. Supervisor Seeley stated that there is still a sizeable amount of money received last year from the Federal CARES Act. A lot of these funds were used for the RISE Business Program, but there are still reserve funds remaining. Two programs from the existing 2021-2022 CDBG Program that the Town would like to enhance are the Housing Council Program that provides preliminary foreclosure intervention services and the Senior Mailing Program, which keeps the Town seniors connected with Town events. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-136 REGULAR TOWN BOARD MEETING JUNE 15, 2021 100 6A2021-13 RESOLUTION AUTHORIZING THE PURCHASE OF COMPUTERS AND DISPLAYS AND TRANSFER OF FUNDS On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted approving the purchase of 32 laptop computers, 17 desktops computers and 70 monitors for use in Town offices for the total price of $54,120.96 and authorizing a transfer from the General Fund Balance to IT Projects Equipment & Capital Outlay in the sum of $54,120.96 for the purchase of the equipment. Director of Information Technology Kevin LaBarr explained that it is necessary to replace the old Window 7 computers. New computers and monitors will be purchased from Dell, Inc. for a total cost of $54,120.96. The funds will be transferred from the General Fund Balance to IT Projects Equipment and Capital Outlay. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-137 6A2021-14 RESOLUTION AUTHORIZING THE PURCHASE OF SERVERS AND STORAGE AND TRANSFER OF FUNDS On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, a resolution was adopted approving the purchase of 3 Servers and 1 Storage Array for use in Town offices for the total price of $45,742.45 and authorizing a transfer from the general fund balance to IT Projects Equipment & Capital Outlay in the sum of $45,742.45 for the purchase of the Technology Equipment. Director of Information Technology Kevin LaBarr explained that it is necessary to purchase 3 Servers and 1 Storage Array to replace old equipment. The equipment will be purchased from Dell, Inc. for a total cost of $45,742.45. Funding will be transferred to IT Projects Equipment and Capital Outlay from the General Fund Balance. Supervisor Seeley stated that more funding will be allocated to IT in the future to prevent any cybersecurity threat. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-138 6A2021-15 RESOLUTION ACCEPTING DONATIONS FROM HOME DEPOT On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted formally accepting the donation from Home Depot to purchase a Dewalt 660 Foot Laser Distance Measurer with Color LCD, 4X Zoom Digital Camera and Blue tooth valued at $563.26 with accompanying Dewalt Flexvolt 6.0 AH Battery Pack valued at $200 and a Dewalt 20V Tripod Light valued at $199. Chief of Police Alan Laird explained that these donations are the result of a Community Impact Grant which is provided by the Home Depot stores. They have offered up $1,000 for the Police Department to purchase equipment for the Technicians Unit. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-139 6A2021-16 RESOLUTION APPROVING ATTENDANCE TO THE 33RD ANNUAL COL. HENRY F. WILLIAMS HOMICIDE SEMINAR REGULAR TOWN BOARD MEETING JUNE 15, 2021 101 On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, a resolution was adopted authorizing Inv. Christopher Soprano to attend the 33rd Annual Colonel Henry F. Williams Homicide Seminar being offered by the NYS Police in Albany, NY, beginning September 26, 2021 and ending October 1, 2021. Chief of Police Alan Laird explained that this is an exceptional opportunity for Inv. Soprano to attend this world-renown program. Many investigative techniques are discussed, along with solving homicides. Inv. Soprano is the only investigator who has not attended this seminar. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-140 6A2021-17 RESOLUTION REGARDING STORM SEWER EASEMENT AGREEMENT ON ROCK BEACH ROAD On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, a resolution was adopted approving and accepting permanent storm sewer easement agreement at 336 Rock Beach Road, Tax ID No. 047.19-4-13, from the property owner, June Macpherson, of 343 Rock Beach Road. Commissioner of Public Works Robert Kiley explained that this resolution would formally accept the easement for a storm sewer that was recently discovered on Rock Beach Road. This storm sewer drains runoff from the roadway to Lake Ontario. It is in the Town’s best interest to take permanent easement over it. Commissioner Kiley stated that the storm sewer is in good repair. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-141 6A2021-18 RESOLUTION AUTHORIZING RENEWAL OF LEASE OF A MAIL MACHINE TO BE USED BY THE DEPARTMENT OF PUBLIC WORKS On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted approving a purchase order in the amount of $718.80 annually ($59.90 monthly) with Quadient Leasing for the lease of the mail machine, and $252 annually ($21 monthly) with Lineage for the annual maintenance of the mail machine until the end of the lease period in fifty-one (51) months. Commissioner of Public Works Robert Kiley explained that this resolution would authorize the continuation of contract to lease the mail machine for the Department of Public Works for a monthly fee of $80.90 for fifty-one months. The machine lease is provided by Quadient Leasing and maintenance provided by Lineage. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-142 6A2021-19 RESOLUTION AUTHORIZING DEDICATION OF SEWER PUMP STATION BY I-SQUARE, LLC TO THE TOWN OF IRONDEQUOIT AND AUTHORIZING CORRESPONDING SANITARY SEWER EASEMENT AGREEMENT On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, a resolution was adopted accepting the dedication of the Pump Station subject to the execution and delivery of the necessary easement agreement and all other related documentation. REGULAR TOWN BOARD MEETING JUNE 15, 2021 102 Deputy Commissioner of Public Works Erin Magee explained that the resolution would authorize the Town to take permanent dedication of the Sewer Pump Station located at 68 Lorraine Drive. The pump station was built to the Town’s specifications and was inspected by Town staff during construction. The Pump Station is complete and ready to go. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-143 6A2021-20 RESOLUTION AUTHORIZING LEASE OF FITNESS EQUIPMENT FOR USE IN THE IRONDEQUOIT COMMUNITY CENTER On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted authorizing the lease of fitness equipment with NCL Government Capital for a term of four years in the annual amount of $52,217.47 with payments starting in February 2022 and delivery of equipment in the summer of 2021. An additional documentation fee of $250 is to be paid at closing. Director of Recreation Katrina Hall explained that a few months ago, the Board approved the Town leasing fitness equipment for use at the new Irondequoit Community Center. This resolution brings forward the actual lease. Three quotes were obtained and NCL Government Capital was the lowest of the three quotes in the amount of $52,217.47 for four years. The Town will not own the equipment at the end of the lease. Payments begin in February 2022 and the equipment will be delivered this summer. Supervisor Seeley added that it was more prudent to lease the equipment than to buy it outright. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-144 6A2021-21 RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER AND AMEND VARIOUS CONTRACTS WITH VENDORS FOR YOUTH, FAMILY AND SENIOR RECREATIONAL PROGRAMMING FOR SUMMER 2021 On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted replacing and superseding Addendum “A” of Resolution 2021-122 with the chart attached hereto and made a part hereof as Addendum “B”. Director of Recreation Katrina Hall explained that an update was made to add instructors to the summer programs with adult and youth services. These are the additional contracts. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-145 6A2021-22 RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER INTO NEW CONTRACT WITH VENDOR FOR THE TOWN’S 2021 FARMERS’ MARKET AND GAZEBO CONCERT SERIES On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted approving the agreements listed in Addendum “B” for the Town of Irondequoit’s 2021 Farmers’ Market and Gazebo Concert Series. Supervisor Seeley stated that this resolution would amend the 2021 Farmers’ Market and Gazebo concert series with new vendors and performers. REGULAR TOWN BOARD MEETING JUNE 15, 2021 103 UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-146 6A2021-23 RESOLUTION AUTHORIZING ENTERING INTO A CONTRACT WITH THE NEW IRONDEQUOIT COMMUNITY CENTER On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted adopting the proposed health insurance contracts for the Irondequoit Community Center. Director of Recreation Katrina Hall stated that this is the first of multiple insurance contracts for insurance reimbursement for those individuals who qualify. Director Hall reviewed the contracts and recommended entering into a health insurance contract with Optum Health Care Solutions, LLC for the Irondequoit Community Center. The program is a Silver Sneakers fitness program and when the Town enters into the contract, there would be no fee for the seniors who qualify for the reimbursement. Director Hall stated that there will be at least three or four contracts like this coming forward. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-147 6A2021-24 RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER INTO VARIOUS CONTRACTS WITH VENDORS FOR THE TOWN’S 2021 JULY 4TH CELEBRATION On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted approving agreements for the Town of Irondequoit’s 2021 July 4th celebration. Director of Recreation Katrina Hall stated that the July 4th celebration will be modified this year. There are a few different contracts that require the Supervisor’s signature for the celebration, such as for the parade, marching bands, entertainment on the West lawn and fireworks. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-148 6A2021-25 RESOLUTION ACCEPTING THE RENEWAL FOR INCLUSIVE RECREATION SERVICES On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted approving the extension of Rochester Accessible Adventures to provide inclusive recreation consultant and support services to the Recreation Department in the amount of $6,750 from July 1, 2021 through June 30, 2022. Director of Recreation Katrina Hall explained that this resolution would renew the contract with Rochester Accessible Adventures in the amount of $6,750 from July 1, 2021 through June 30, 2022. This is a budgeted expense. Supervisor Seeley stated that the Town has been very pleased with this initiative. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye REGULAR TOWN BOARD MEETING JUNE 15, 2021 104 Resolution Number 2021-149 PUBLIC HEARINGS: 6PH2021-1 ON THE MATTER OF AUTHORIZING SPEED REDUCTION ON 7:35 PM ALLWOOD DRIVE FROM 30 MPH TO 25 MPH On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, the Public Hearing was opened at 7:35 PM. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Commissioner of Public Works Robert Kiley explained that this public hearing would call forth any interest person to share comments on the matter of reducing the speed limit on Allwood Drive from 30 mph to 25 mph. Allwood Drive is currently posted at 30 mph, as are all Town roadways. The Town is not able to lower the speed limit on Town roadways below 30 mph pursuant to State Law. A request for this reduction came from residents of Allwood Drive. In order to accommodate the residents, a public hearing is required. Public Hearing Public Input: No one came forward to speak for or against the matter. On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, the Public Hearing was closed at 7:36 PM. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye 6PH2021-1A RESOLUTION Adopting a Local Law to Amend Section 222-52 of the Code of the Town of Irondequoit Relating to the Reduction of Speed Limit from 30 MPH to 25 MPH on Allwood Drive. On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted authorizing Local Law 6 of 2021, amending Section 222-52 of the Town Code relating to the reduction of speed on Allwood Drive from 30 MPH to 25 MPH. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-150 6PH2021-2 ON THE MATTER OF GRANTING A SPECIAL USE PERMIT FOR 1969 7:36 PM E. RIDGE ROAD IN A C-BUSINESS DISTRICT On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, the Public Hearing was opened at 7:38 PM. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Director of Community Development Kerry Ivers explained that this is an application for reuse of an existing vacant space on the south side of 1969 E. Ridge Road. It is proposed to be an assembly space in a C-Business District and requires a Special Use Permit. The application has been referred to the Planning Board and is under review by Monroe County. This matter will not REGULAR TOWN BOARD MEETING JUNE 15, 2021 105 be voted on this evening. The applicant, Angel Anderson, came forward with the co-owner to address the Board. She stated that she is planning on using the space to hold events for special occasions. She would be using the rear of the building that can’t be seen from the road. One of the issues before the Planning Board is parking. The co-owner explained that they have done some things the Planning Board recommended but not all. She was waiting for this hearing before doing any other work. The hours of operation are Monday through Friday, 10 AM to 10:30 PM; Saturday and Sunday, 9 AM to 10:30 PM. Public Hearing Public Input: No one came forward to speak for or against the matter. On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, the Public Hearing was closed at 7:42 PM. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye 6PH2021-3 ON THE MATTER OF A PROPOSED AMENDMENT TO TOWN 7:37 PM CODE CHAPTER 164 TO PROHIBIT THE USE OF RECREATIONAL MARIHUANA, USE OF COOKING GRILLS AND OPEN FIRES ON TOWN PROPERTY On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, the Public Hearing was opened at 7:43 PM. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Commissioner of Public Works Robert Kiley explained that the Code amendment would reduce open fires, open grills, etc. on Town property. This is the result of several issues that have occurred over the past several months at two different locations on Town property. He wants to be sure that people are using designated areas for any such activities. Supervisor Seeley added that due to the recent legalization of recreational marihuana, the Town wanted to conform the use of marihuana, along with the uses of other tobacco and nicotine products, which are prohibited on Town properties. The issue of CDB was raised and research is still being done— there is not a lot of information circulated at this time on that subject. Public Hearing Public Input: No one came forward to speak for or against the matter. On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, the Public Hearing was closed at 7:45 PM. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye 6PH2021-3A RESOLUTION adopting a Local Law to amend Town Code Chapter 164 to Prohibit the Use of Recreational Marihuana, Use of Cooking Grills and Open Fires on Town Property On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, a resolution was adopted authorizing the adoption of said Local Law 5 of 2021, amending Town Code Chapter 164 of the Town of Irondequoit, relating to prohibiting the use of recreational marihuana, use of open fires, such as campfires, in order to promote public safety, prevent fires and preserve the integrity and community atmosphere of Town property. REGULAR TOWN BOARD MEETING JUNE 15, 2021 106 Supervisor Seeley stated that at last month’s meeting, Councilmember Freeman introduced a proposed local law amending Town Code Chapter 164 to prohibit the use of recreational marihuana, use of cooking grills and open fires on Town property. A public hearing was held on June 15, 2021, scheduled for 7:37 PM. The Town Board did not hear any testimony for or against this proposed amendment to Town Code 164. Supervisor Seeley noted that there will be another proposed local law to Town Code regarding tobacco retail dealers and vapor products dealers brought forth in July. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Resolution Number 2021-151 PUBLIC HEARING HELD OPEN: On the Matter of Rezoning Tax ID Nos: 047.56-1-56.1, 047.56-1-4 and 047.56-1-95 from R-1 Residential and C-Business District to WD-Waterfront Development District. Supervisor Seeley noted that this public hearing was left open from last month and the Board will not be taking any action on this matter tonight. He then called the applicant to the podium, Mr. Steven Labuzetta. He owns the three properties (in the vicinity of 91 Lake Front) and has submitted an application for rezoning those three properties to Waterfront Development District. He reviewed his application last month at the public hearing. Mr. Labuzetta did respond to some of the points brought up last month. Public Input Public Hearing: Diane White, President of the Summerville White City Windsor Beach Residents Association. She represents members with an interest in lake front communities in Irondequoit. The members oppose the change in zoning because the frontage properties are all protected under a restrictive deed which restricts any building to the north of the walkway known as Lake Front. It is also the property line from the southern and front lots. Back when Westage was considered for construction of condos, all the lake front owners opposed the project. She also stated that the enjoyment of the properties and land values will be affected by any future building in that area and it is in violation of the deeds. Rose Novak, President of the Board at Westage Harbor, stated that she was disappointed there will not be an answer this evening and there is still an access issue to be decided. She wanted to know if there are any provisions for access yet. Supervisor Seeley responded that this issue is not for the Town Board to consider, but for the Planning Board. He stated that the Board will not be moving on the zoning issue tonight because the Town is waiting for more information to come forth from the community and legal counsel. The earliest the Board will move forward on this matter is July. Jan Nadeau, 5280 St. Paul (169 Lake Front), feels that the owner of the three properties is building up in order to get out of the flood zone. She doesn’t want to see any development on those parcels. She would like information on any break wall that might take away access to the beach and what flood preventions will be put in place. Ms. Nadeau also wanted to know if building is permitted under the current zoning within 100’ of the lake. Director of Community Development Kerry Ivers stated that the Department of Environmental Conservation would be the first agency to answer that question. The agency would also look at the boundary of the flood plain of the parcel(s) to ensure that any development complies with those regulations. Mike Fiorella, North Terrace, stated that his deed allows access to the beach. He noted that some of that access was taken away when Westage built garages and then put up a fence. Supervisor Seeley responded that when the Board considers a rezone, they make sure that the zoning being requested is an appropriate use of the parcel(s). Following rezone, the project has to go to the Planning Board for approval. Dave Griffo, Site Manager for Westage at the Harbor, stated that he has worked for eight years with the DEC and the Town of Irondequoit and has obtained all required permits for any project done at Westage. Diane White approached the podium again saying that there are very few undeveloped areas in West Irondequoit. There were some wonderful areas overlooking the Genesee River, but that project didn’t go through. Rezoning these parcels for development of eight condos will set a precedence and it will affect the overall culture and character of the neighborhood. She also questioned the validity of the permits that have been approved. She is against extending a residential area into a commercial district. REGULAR TOWN BOARD MEETING JUNE 15, 2021 107 Steven Labuzetta, the owner, approached the podium and commented that some of the statements Ms. White addressed were correct. He noted that an amendment was made to the Agreement, signed by forty landowners, giving their consent to build on this lot. He gave all those documents to the Town. The Agreement referred to was signed in 1963; the amended Agreement was signed in 1964. Mr. Labuzetta noted that the forty landowners’ Agreements identify his property and consents to building on his property. He noted that the retaining wall will not be built anywhere near the Westage property; it will be at least 50’ south of the existing wall. Councilmember Romeo inquired if there is any thought to having access to the beach and the response was positive. Mr. Labuzetta said it is their wish to have a pedestrian-only path for those people who have the right to access the beach. Mr. Costrich, the project engineer, added that Mr. Labuzetta received a non-jurisdictional permit letter. He will not be getting a permit because the project will not be impacting the water’s edge. Councilmember Perticone asked how many units were on the north side of the lane and he was told three out of the four units. On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, the Public Hearing was closed at 8:26 PM. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye On a motion made by Councilmember Perticone, seconded by Councilmember Freeman, pursuant to Section 105 of the Public Meetings Law, an Executive Session was called at 8:13 PM to discuss the appointment of a particular individual. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye ***************************************************************************** EXECUTIVE SESSIOIN ***************************************************************************** On a motion made by Councilmember Freeman, seconded by Councilmember Perticone, the Executive Session was adjourned at 8:26 PM and the Regular Town Board Meeting was reconvened. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye Next Board meetings are: Tuesday, July 13, 2021 Workshop Meeting @ 4 PM in the Broderick Room Tuesday, July 20, 2021 Regular Town Board Meeting @ 7 PM in Broderick Room Supervisor Seeley noted that a Special Town Board Meeting will be scheduled for the beginning of July to discuss Federal Funding. On a motion made by Councilmember Perticone, second by Councilmember Freeman, the Regular Town Board Meeting was adjourned at 8:27 PM. UPON VOTING Town Board Member Wehner Absent Town Board Member Perticone Aye Town Board Member Romeo Aye Town Board Member Freeman Aye Town Supervisor Aye REGULAR TOWN BOARD MEETING JUNE 15, 2021 108 Respectfully submitted, Barbara Genier, Town Clerk 10178353_1 Resolution No. 2021- __________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION APPROVING A SPECIAL USE PERMIT FOR 2590 CULVER ROAD IN THE C – BUSINESS DISTRICT At the regular 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 20th day of July 2021 at 7:00 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, Land Tech Survey & Planning PLLC, acting as agent for PEMM, LLC has submitted an application to obtain a special use permit at 2590 Culver Road in an C-Business District to operate a gasoline service station and car wash, which requires a special use permit pursuant to section §235-28(A) (2) & (15) of the Town of Irondequoit Code; and WHEREAS, the Application was reviewed and discussed at the Town Planning Board Meeting held on June 28, 2021 and the Town Planning Board issued comments and a report on the issuance of a Special Use Permit to the Town Board dated June 29, 2021 recommending a positive referral, with outlined considerations, for the Special Use Permit recommending; and WHEREAS, a public hearing was held by the Town Board, pursuant to Section 274-b of New York State Town Law, on July 20, 2021 at the Irondequoit Town Hall, 1280 Titus Avenue, in the Town of Irondequoit, New York, at 7:36pm, where the facts in support of the requested Special Use Permit were presented and where public input was received and thereafter the public hearing was closed (the “Public Hearing”); and WHEREAS, pursuant to the New York State Environmental Quality Review Act and its implementing regulations (collectively, “SEQRA”), the Special Use Permit is classified as a Type II Action pursuant to 6 NYCRR § 617.5(c)(18) (reuse of a residential or commercial structure, or of a structure containing mixed residential and commercial uses, where the residential or commercial use is a permitted use under the applicable zoning law or ordinance, including permitted by special use permit, and the action does not meet or exceeds any of the thresholds in section 617.4 of this Part) and no SEQRA review is required. 10178353_1 NOW, THEREFORE, BE IT RESOLVED, that the Town Board hereby approves the Special Use Permit for the operation of a gasoline service station and car wash with the following conditions _________________________________________________________________________. 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 Freeman voting _______ Town Board Member Romeo voting _______ Town Supervisor Seeley voting _______ )EOIIJ t ei PROJECT ADDRESS 2590 Culer Road (formerly Wambach Farm market) TOTAL AREA OF PROJECT SITE 3.242=4- Acres TAX ID NO. part of 92.10-3-2 ZONING DISTRICT C -commercial PROPERTY OWNER (Print) NCI aCgUIStIOr1S Corp. PHONE ADDRESS 160 Linden Oaks Rochester, NY ZIP CODE 14625 E-MAIL ADDRI;SS FAX NO. APPLICANT (Print) Pemm LLC (Quicklee's) PHONE 226-3661 ADDRESS 2697 La\keville Road Av on NY ZIP CODE 14441 E..MA>LADDRESS L.Terragnoli@quicklees.com FAX No AGENT LandTech-John Sciarabba I'IIONE442-9902 ADDRESS 1105 Ridgeway Avenue ZIP CODE 14415 E-MAIL ADDRESS John@landtechny.com FAX NO DESCRIPTION OF PROJECT Construct a Gas Station/ convenience store with a drive through along with a two bay car wash on this C -business zoned parcel APPLICANT OR AGENT (PRINTED). John Sci a bb APPLICANT OR AGENT (SIGNATURE(S): DATE CtZ' r (Do Not Write Below This Line/Official Town Staff Use Only) FEE $ 3so. op DATE APPLICATION RECEIVED:. Tale II eiAril A lication Meetin TPublic Hearin Dates Application Accepted and Required Referral(s) Issued: Public Hearing Date (Please note: more than one hearing date may be required): 15 u tique J:11y 2,(JI 24 -- . Planning Board Referral (if required): egueue 2r, Other Required Dates (if required) 1260 TI rus ,:`, l.N1 J [7(1l 11V -111E 0, 61.11' TURK 14617 n 111(2612: (S$6) 167-6316 11 1'. AV.I!1P7,'DLOU(ll"I.01 Resolution No. 2021 - EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION FILLING A TOWN JUSTICE VACANCY At a regular 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 20th of July, 2021 at 7:00 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 Attorneys for the Town Town Board Member ______________________ offered the following resolution and moved its adoption: WHEREAS, the passing of Town Justice Joseph Genier has created a vacancy in the office of Town Justice; and WHEREAS, pursuant to Town Law § 64(5), the Town Board may appoint a qualified person to fill a vacancy in an elective office; and WHEREAS, the person so appointed shall hold office until the commencement of the calendar year next succeeding the first annual election at which the vacancy may be filled; WHEREAS, the Town Board desires to fill this vacancy by appointing Jennifer Whitman Devoe as Town Justice of the Town of Irondequoit. NOW, THEREFORE, BE IT RESOLVED, that the Town Board of the Town of Irondequoit hereby appoints Jennifer Whitman Devoe, effective August 1, 2021, as Town Justice of the Town of Irondequoit for a term to expire December 31st, 2021. 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. 2021- __________ EXTRACT OF MINUTES OF A REGULAR MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE APPOINTMENT OF A FULL TIME OFFICE CLERK IN THE RECREATION DEPARTMENT At a regular 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 20th day of July 2021, at 7:00 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 for a Full Time Office Clerk IV in the Irondequoit Recreation Department; and WHEREAS, this is a competitive Civil Service position which was canvassed per Civil Service Guidelines; and WHEREAS, the Recreation Director has interviewed numerous candidates and recommends appointing Sheana Bullock to the position of Full Time Office Clerk IV; and WHEREAS, participated in the Office Clerk IV exam and is reachable on the current certified list of eligible candidates. NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the appointment of Sheana Bullock as a Full Time Office Clerk IV to be paid $16.33 per hour from Budget Code 001.7140.0100.1100.7146. This resolution shall take effect immediately 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 _______ Resolution No. 2021- __________ EXTRACT OF MINUTES OF A REGULAR MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE APPOINTMENT OF A FULL TIME LABOR FOREMAN IN THE DEPARTMENT OF PUBLIC WORKS At a regular 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 20th day of July 2021, at 7:00 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, due to a retirement there is a need for a Full Time Labor Foreman in the Department of Public Works; and WHEREAS, this is a non-competitive Civil Service position which was posted per Civil Service Guidelines; and WHEREAS, the Commissioner of Public Works has interviewed numerous candidates and recommends appointing Ronald Ragusa to the position of Labor Foreman; and WHEREAS, Ronald Ragusa has 19 years of experience in the Town of Irondequoit’s Department of Public Works. NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the appointment of Ronald Ragusa as a Full Time Labor Foreman to be paid $29.89 per hour from the following Budget Codes 30% from 031.8125.100.1100, 10% from 001.3310.100.1100, 10% from 024.5142.100.1100, 20% from 031.8121.100.1100, 10% from 001.8810.100.1100, 20% from 038.8140.100.1100.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. 2021- __________ EXTRACT OF MINUTES OF A REGULAR MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE APPOINTMENT OF A FULL TIME CLERK TO THE TOWN JUSTICE IN TOWN COURT At a regular 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 20th day of July 2021, at 7:00 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 for a Full Time Clerk to the Town Justice in Town Court; and WHEREAS, this is an exempt Civil Service position; and WHEREAS, the Town Justice recommends appointing Michele Rast to the position of Full Time Clerk to the Town Justice; and NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the appointment of Michele Rast as a Full Time Clerk to the Town Justice to be paid an annual rate of $42,500.00 from Budget Code 001.1110.103.1100. This resolution shall take effect immediately 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 _______ Resolution No. 2021- __________ EXTRACT OF MINUTES OF A REGULAR MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE APPOINTMENT OF A FULL TIME LIGHT LABORER IN THE BUILDING MAINTENANCE DEPARTMENT At a REGULAR 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 20th day of July 2021, at 7:00 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 for a Full Time Light Laborer in the Building Maintenance Department; and WHEREAS, this is a non- competitive Civil Service position which was posted on various platforms in order to reach as many people as possible; and WHEREAS, the Commissioner of Public Works has interviewed numerous candidates and recommends appointing Frank Polito to the position of Full Time Light Laborer in the Building Maintenance Department; and NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the appointment of Frank Polito as a Full Time Light Laborer to be paid $16.00 per hour which will be split evenly between two Budget Codes 001.16200.0110.1100. and 001.1623.0100.1100. This resolution shall take effect immediately 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 _______ Resolution No. 2021- __________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD CALLING FOR A PUBLIC HEARING ON THE MATTER OF GRANTING A SPECIAL USE PERMIT FOR 2180 E. RIDGE ROAD IN A C – BUSINESS DISTRICT At the regular 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 20th day of July, 2021, at 7:00 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, upon the matter of request by Sonbyrne Sales Inc, (Byrne Dairy), for a Special Use Permit for the property located at 2180 E. Ridge Road, to operate a new Byrne Dairy retail store with fueling facility (the “Project”); and WHEREAS, under Town Code § 235-28(A) (2) the use of a property for fueling station (aka: gasoline station) in the C- Business District requires a special use permit; and WHEREAS, such Special Use Permit may be approved by the Irondequoit Town Board pursuant to Town Law § 274-b; and WHEREAS, pursuant to Town Law § 271(14)(a), the Town Board may by resolution provide for the reference of any matter or class of matters to the Planning Board before final action is taken thereon. NOW, THEREFORE, BE IT RESOLVED, the Town Board shall hold a public hearing on this Special Use Permit application on August 17, 2021 at 7:3X p.m. at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit. AND, THEREFORE, BE IT FURTHER RESOLVED, that the Town Board refers the application for a Special Use Permit for 2180 E. Ridge Road to the Planning Board for its reference and report thereon, which report the Town Board requests to be so provided at or after the public hearing scheduled for August 17, 2021. This resolution shall take effect immediately upon its adoption. 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 Freeman voting _______ Town Board Member Romeo voting _______ Town Supervisor Seeley voting _______ 10174968_1 Resolution No. 2021- __________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AWARDING A CONTRACT FOR DEVELOPMENT AND ADMINISTRATION OF A FIRST-TIME HOMEBUYER’S PROGRAM At the regular 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 20th day of July, 2021, at 7:00 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 recognizes the need to support first-time and first-generation homebuyers in an increasingly competitive real-estate market; and WHEREAS, the Town wishes to establish a First-time Homebuyers Program to provide education and fiscal resources to assist income qualified first-time homebuyers (the “Program”); and WHEREAS, the Town determined that the Program meets the goals and objectives outlined with the American Rescue Plan funding the Town has received; and WHEREAS, the Town issued a Request for Proposals (“RFP”) soliciting written proposals from qualified organizations to assist with final program development and with Administration of the Program and received two proposals and conducted interviews with both organizations; and WHEREAS, the Urban League of Rochester has been recommended by the RFP selection committee pursuant to Section 51-10 of the Irondequoit Town Code to assist the Town with final program development of the Program pursuant to the Scope of Services provided in Exhibit “A” (Task 1); and WHEREAS, American Rescue Plan funds will be allocated to assist the Town with the final development of this program in an amount not to exceed $16,000.00; and 10174968_1 WHEREAS, future allocations of American Rescue Plan funds to provide grants offered pursuant to the final Program will be determined at a later date by the Town Board. NOW THEREFORE BE IT RESOLVED, that the Town Board approves the hiring of the Urban League of Rochester to administer the Town of Irondequoit’s First-time Homebuyer program and authorizes the Supervisor to sign a contract in a form approved by the attorneys for the Town, in amount not to exceed $16,00.00, for development of and administration of the Program. This resolution shall take effect immediately upon its adoption. Town Board Member Wehner voting _______ Town Board Member Perticone voting _______ Town Board Member Freeman voting _______ Town Board Member Romeo voting _______ Town Supervisor Seeley voting _______ Resolution No. 2021- EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE ANNUAL AUDIT OF THE TOWN COURTS At a regular 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 20th day of July 2021, at 7:00 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 of Irondequoit, as a recipient of annual grant funding from the United States government in excess of $750,000, is required to have an annual audit by a Certified Public Accountant (CPA); and WHEREAS, the annual audit performed by the CPA includes an examination of the Town Courts and the production of a separate document summarizing the procedures performed; and WHEREAS, the New York State Office of Court Administration requires a resolution by the Town Board to authorize the examination of the courts; and WHEREAS, by resolution 2018–294 the Town authorized The Bonadio Group to perform services for the annual audit for fiscal year 2020. NOW, THEREFORE BE IT RESOLVED, that the Town Board of the Town of Irondequoit affirms that the annual audit performed by The Bonadio Group for fiscal year 2020 includes an examination of the Town Courts and a separate document summarizing the examination of the Town Courts, a copy of which shall be filed with the NY State Office of Court Administration. 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 Freeman voting __________ Town Board Member Perticone voting __________ Town Board Member Romeo voting __________ Town Supervisor Seeley voting __________ Resolution No. 2021-_____ EXTRACT OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING A SUPPLEMENTAL AGREEMENT WITH THE HOUSING COUNCIL AT PATHSTONE FOR HOUSING COUNSELING SERVICES TO LOW- AND MODERATE-INCOME RESIDENTS At a regular 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 20th day of July 2021 at 7:00 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 to the Town Town Board Member___________offered the following resolution and moved its adoption: WHEREAS, the Town of Irondequoit is a Community Development Block Grant (CDBG) entitlement community and, as such, received $894,392 in supplemental funding through the CARES Act for activities relating to preventing, preparing for or responding to coronavirus from the U.S. Department of Housing and Urban Development (HUD); and WHEREAS, it is necessary to secure the services of the Housing Council at PathStone to provide a comprehensive program of services pertaining to economic recovery from COVID-19 for housing and home ownership to low- and moderate-income residents of the Town; and WHEREAS, pursuant to resolution 2021-136, the Town Board appropriated $20,000 from the COVID-19 Community Action Plan Fund for housing counseling services; and WHEREAS, funding for this service is available in the Community Development Block Grant as a public service program expense. NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes the Supervisor to enter into an agreement with the Housing Council at PathStone for services pertaining to housing and home ownership to low- and moderate-income residents of Irondequoit in the amount of $20,000. 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_________________ AGREEMENT between THE TOWN OF IRONDEQUOIT and THE HOUSING COUNCIL at PathStone CARES ACT FUNDING 1 AGREEMENT This Agreement, made this ___ day of ___________, 2021, by and between the Town of Irondequoit, a municipal corporation with offices at 1280 Titus Avenue, Rochester, New York, 14617 (hereinafter referred to as the “TOWN”), and The Housing Council at Pathstone, 75 College Avenue, 4th floor, Rochester, New York, 14607 (hereinafter referred to as the “CONTRACTOR”). WITNESS: WHEREAS, under Title I of the Housing and Community Development Act of 1974 (hereinafter “Act”), the Secretary of United States Department of Housing and Urban Development (hereinafter “HUD”) is authorized to make grants to units of general and local government to help finance community development programs; and WHEREAS, there exists statutory authority under the laws of the State of New York for units of general local government to undertake a community development program in a form approved by HUD; and WHEREAS, HUD has approved such a program for implementation pursuant to the terms of the Act; and WHEREAS, the TOWN desires to provide qualifying low- and moderate-income residents with a comprehensive program of services, counseling, information provision, referral and technical assistance related to housing; and WHEREAS, the CONTRACTOR has demonstrated the capability of devising and implementing such programs and undertaking such services. NOW, THEREFORE, it is mutually covenanted and agreed by and between the parties hereto as follows: I. OBLIGATIONS OF THE CONTRACTOR: A. Scope of Services. 1. The CONTRACTOR will provide foreclosure prevention services for up to twenty-four (24) low- and moderate-income Town of Irondequoit homeowners with conventional, FHA and VA delinquent mortgages. The CONTRACTOR will perform a search of titles of every Foreclosure Prevention client in the Monroe County Clerk’s office after one full year to determine the client’s long-term ability to maintain negotiated agreements and the viability of repayment agreements negotiated by the CONTRACTOR. The CONTRACTOR will analyze foreclosures of all Monroe County residential mortgage loans. 2. The CONTRACTOR will provide counseling services to up to four (4) HECM borrowers residing in the TOWN. 2 3. The CONTRACTOR will research 90-day notices on a quarterly basis and provide to the TOWN to reach residents in mortgage default. 4. The CONTRACTOR will increase outreach and marketing efforts through mailings, attending events in the TOWN and advertising. 5. The CONTRACTOR will provide Housing Hotline counseling services for property owners residing in the TOWN as requested by those residents. 6. Copies of the Rental Registry will be available to residents of the TOWN upon request and on the Housing Council website. B. Reporting. CONTRACTOR agrees to submit to the TOWN monthly reports and a cumulative final report describing activities and services performed by the CONTRACTOR, identifying project status and accomplishments and tabulating the number of persons assisted by income, gender, race and ethnic characteristics and current census tract of residence. CONTRACTOR will also indicate for informational purposes the total number of TOWN households assisted by CONTRACTOR beyond this Agreement and funded by HUD under CONTRACTOR’s HUD Comprehensive Housing Counseling contract. The cumulative final report will be submitted no later than 30 calendar days after the termination of this Agreement. CONTRACTOR further agrees to report quarterly the number of clients counseled and the disposition of each case. At the end of the program year, the CONTRACTOR will provide a “Final Report of Activities,” presenting aggregate production under this contract and all other existing contracts. II. COMPENSATION: It is agreed that the TOWN shall pay the CONTRACTOR for the services contained herein the total sum of Twenty Thousand and 00/100 Dollars ($20,000.00). III. TERM: The term of service under this Agreement shall be for twelve (12) consecutive months commencing August 1, 2021 and terminating July 31, 2022. IV. COMPLIANCE WITH GRANT AGREEMENT: CONTRACTOR agrees to adhere to all terms and conditions of this Agreement. CONTRACTOR further agrees that all activities performed under this Agreement will be performed consistent with the requirements of Community Development Block Grant Regulations (24 CFR Part 570), and all other applicable government regulations. 3 V. COMPLIANCE WITH FEDERAL REQUIREMENTS: As the indirect recipient through this Agreement of funds from the United States Department of Housing and Urban Development, CONTRACTOR agrees to comply fully with, and to cooperate fully with the TOWN in its efforts to comply with the terms and requirements of the Federal Single Audit Act of 1984, as the same may be amended from time to time (the “Act”). CONTRACTOR agrees to perform or cause to have performed all examinations and audits, to retain all documents and records and otherwise to take or cause to have taken such other action as may be required pursuant to the Act, OMB Circulars A-128, A-110 and A-133 issued by the Office of Management and Budget of the United States (collectively, the “Circulars”), to the extent applicable, and such other circulars, interpretations, opinions, rules or regulations as may, from time to time, be issued or promulgated pursuant to or in connection with the Act. CONTRACTOR also agrees that, promptly upon completion, one (1) copy of all such examinations or audits shall be delivered to the TOWN. Furthermore, CONTRACTOR shall, upon request of the TOWN, provide the TOWN such documentation, records, information and data and respond to such inquiries as the TOWN may deem necessary or appropriate and shall fully cooperate with independent auditors to have access and to examine and copy all records, documents, reports, and financial statements as may be necessary to comply or to assure or monitor compliance with the Act, the Circulars and such other circulars, interpretations, opinions, rules or regulations as may, from time to time, be issued or promulgated pursuant to or in connection with the Act. VI. ASSET DISPOSITION: In the event that CONTRACTOR will purchase assets with a unit acquisition cost of $1,000 or greater (nonexpendable property), in whole or in part, with the funds from this Agreement, CONTRACTOR agrees that the use and disposition of the property will be governed by the property management standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards at 2 CFR part 200 (the “Uniform Requirements”). Generally, such assets shall be returned, or other compensation made, to the TOWN when the property is no longer needed in the project or program for which it was provided. VII. PROHIBITION AGAINST DISCRIMINATION: CONTRACTOR hereby acknowledges that the funds provided by the TOWN under this Agreement result from a contract between the TOWN and the United States Department of Housing and Urban Development under the Community Development Act of 1974. CONTRACTOR specifically agrees that it will carry out its work and obligations under the terms of this Agreement pursuant to the provisions of Title VI of the Civil Rights Act of 1964 and Title VIII of the Civil Rights Act of 1968, which acts prohibit discrimination on the basis of race, creed, sex, familial status, age, handicap or national origin. CONTRACTOR agrees to 4 administer the Program in accordance with the provisions of the Americans With Disabilities Act of 1990, Section 504 of the Rehabilitation Act of 1973, as amended, and Section 109 of the Housing and Community Development Act of 1974, as amended, which acts prohibit discrimination against persons with disabilities under any program or activity receiving Federal financial assistance. CONTRACTOR further agrees to abide by the provisions of Article 15 (§§290-302) of the Executive Law of the State of New York with respect to unlawful discriminatory practices. Such provisions of law are incorporated into this Agreement as if set forth herein in full. VIII. INSPECTION OF RECORDS: CONTRACTOR agrees that the TOWN or any of its duly authorized representatives, including HUD, may inspect and audit all records, books, papers and documents associated with this Agreement and further agrees to maintain for a period of five (5) consecutive years following the termination of this Agreement all records, reports and other documentation arising out of the performance of this Agreement. IX. SUSPENSION AND TERMINATION: The TOWN may suspend or terminate the work of CONTRACTOR in whole or in part under this Agreement whenever CONTRACTOR shall default in the performance of this Agreement in accordance with its terms and shall fail to cure or diligently begin to cure such default within a period of ten (10) calendar days (or such longer time as the TOWN may allow) after delivery by the TOWN to CONTRACTOR of a notice specifying the default. Termination or suspension shall be effected by written notice to CONTRACTOR and shall be effective immediately. CONTRACTOR shall be paid in full for all work performed until the date of termination provided that the TOWN may deduct from any funds due to CONTRACTOR any reasonable cost incurred by the TOWN as a result of CONTRACTOR’s default. Default by CONTRACTOR may result in the prohibition of the CONTRACTOR from entering any future Agreements with the TOWN or from acting as a sub-grantee of the TOWN for the purpose of carrying out the Community Development Program. In addition to the foregoing, this Agreement may be terminated for convenience in accordance with the Uniform Requirements. X. PROHIBITION AGAINST ASSIGNMENT: CONTRACTOR agrees that it is prohibited from assigning, transferring, conveying or otherwise disposing of this Agreement or any of its contents, or of its right, title or interest therein, or of its power to execute such contract to any other person or corporation without the previous written consent of the TOWN. XI. WORKERS COMPENSATION & DISABILITY BENEFIT LAWS: CONTRACTOR certifies that it is in compliance with the New York Workers’ Compensation and Disability Benefits Law, and certificates evidencing compliance therewith are attached. 5 XII. CONTRACT DEEMED EXECUTORY: CONTRACTOR specifically agrees that this Agreement shall be deemed executory only to the extent of monies available for the purpose of this Agreement and that no liability for services performed under this Agreement shall be incurred by the TOWN beyond the monies available for the said purpose. XIII. EXTENT OF AGREEMENT: This Agreement and the Standard Terms & Conditions for Town of Irondequoit Contracts constitute the entire and integrated Agreement between and among the parties hereto and supersedes any and all prior negotiations, agreements and conditions, whether written or oral. Any modification or amendment to this Agreement shall be void unless it is in writing and subscribed by the party to be charged or by his authorized agent. XIV. STATUS AS INDEPENDENT CONTRACTOR: The CONTRACTOR, in accordance with its status as an independent contractor, covenants and agrees that it will conduct itself consistent with such status, that it will neither hold itself out as, nor claim to be, an officer or employee of the TOWN by reason hereof, make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the TOWN, including, but not limited to Workers’ Compensation Coverage, Unemployment Insurance benefits, Social Security coverage or retirement membership or credit. XV. LAW: This Agreement shall be governed by and under the laws of the State of New York. XVI. SEVERABILITY: If any provision of this Agreement is held invalid by a court of law, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to laws of the State of New York. XVII. HOLD HARMLESS: CONTRACTOR shall indemnify and save the TOWN harmless from and against any and all claims, liabilities and errors or omissions of CONTRACTOR, its partners, offices, agents or employees. CONTRACTOR shall defend all such lawsuits in the name of the TOWN, commenced in connection with the aforesaid acts, etc. when applicable, and shall pay all costs and judgments which shall issue therefrom; provided, however, that CONTRACTOR shall not indemnify the TOWN from its own negligence, errors or omissions or those of its agents, officers and employees. 6 XVIII. PROHIBITIONS: A. CONTRACTOR agrees that no amount of funds provided under this Agreement will be used directly or indirectly for any partisan political activity, or to further the election or defeat of any candidate for public office. B. CONTRACTOR agrees that no amount of funds provided under this Agreement will be used directly or indirectly for publicity or lobbying purposes designed to support or defeat legislation pending before the United States Congress, the Legislature of the State of New York, the Monroe County Legislature or the Irondequoit Town Council. Notwithstanding the above, nothing contained herein shall prohibit CONTRACTOR from developing and forwarding to appropriate officials’ specific recommendations for programs, regulations, and/or institutional arrangements which arise from the experience and findings of this program. C. CONTRACTOR agrees that no member, officer or employee of the CONTRACTOR will have any monetary interest in or derive monetary benefit directly or indirectly from any ensuing contract or subcontracts or proceeds thereof for work funded under this Agreement. XIX. STANDARD TERMS & CONDITIONS FOR TOWN OF IRONDEQUOIT CONTRACTS: The parties hereby acknowledge and agree that the Standard Terms & Conditions for Town of Irondequoit Contracts attached hereto are hereby incorporated by reference in their entirety and are made part of this Agreement. XX. AUTHORIZED AGENT: A. The TOWN hereby designates: Diana Marsh, Comptroller Town of Irondequoit, New York 1280 Titus Avenue. Rochester, NY 14617 B. The CONTRACTOR hereby designates: Susan Boss, Executive Director The Housing Council at Pathstone. 75 College Ave. 4th floor Rochester, NY 14607 or their authorized representatives in case of absence, as authorized agents of the TOWN and the CONTRACTOR respectively for the receipt of all notices, demands, vouchers, orders, permission, directions and other communications pursuant to this Agreement, if dispatched by registered or certified mail, postage pre-paid or delivered personally to the Authorized Agents 7 designated herein. The parties reserve the right to designate other or additional Authorized Agents upon written notice to the other. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. [Signature Page Follows] TOWN OF IRONDEQUOIT By: David A. Seeley, Supervisor STATE OF NEW YORK ) COUNTY OF MONROE ) SS: On this __ day of _______, 2021, before me personally came David A. Seeley, to me known, who being by me duly sworn, did depose and say that he resides in the Town of Irondequoit, Monroe County, New York, that he is the Supervisor of the Town of Irondequoit, the municipal corporation described in and which executed the above instrument; and that he signed his name to the foregoing instrument by virtue of the authority vested in him by the laws of the State of New York and the local laws and ordinances of the Town of Irondequoit. Notary Public 8 THE HOUSING COUNCIL at PathStone By: Susan Boss, Executive Director STATE OF NEW YORK ) COUNTY OF MONROE )SS: On this __ day of _______, 2021, before me personally came Susan Boss, to me known, who duly sworn, did depose and say that she resides in Monroe County, New York; that she is the Executive Director of The Housing Council at PathStone, the corporation described in and which executed the foregoing instrument; that she signed her name thereto by order of the Board of Directors. Notary Public 9 ATTACHMENT A STANDARD TERMS & CONDITIONS FOR TOWN OF IRONDEQUOIT CONTRACTS The Contractor agrees to be bound by the following clauses, which are hereby made a part of the contract dated __________________ (“Contract”). As used herein, the word “Contractor” herein refers to The Housing Council at PathStone, and the word “Town” herein refers to the Town of Irondequoit. 1. SERVICES. The Contractor shall perform the Services set forth in the Contract (“Scope of Work”). 2. TERM OF AGREEMENT. The Contract shall be for the period from August 1, 2021 through July 31, 2022, unless sooner terminated pursuant to the terms hereof. 3. NON-ASSIGNMENT CLAUSE. The Contract may not be assigned by the Contractor without the Town’s written consent. 4. FEES. The Town shall pay the Contractor the fees set forth in Section II. of the Contract. Payment shall be made by the Town’s Accounts Payable Office upon submittal of invoice(s) approved by the Comptroller, or her designee. 5. EXPENSES. If permits, governmental approvals or licensing is required to perform the services provided, the Contractor agrees to apply for and obtain, at its cost and expenses such permits, approvals, or licenses. 6. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. FEDERAL EMPLOYER IDENTIFICATION NUMBER. The Contractor agrees to file an IRS form W-9 with the Town prior to the commencement of the Contract. Supply of such form is a condition precedent to the payment by the Town of any sums owed pursuant to the Contract. All invoices or Town of Irondequoit standard vouchers submitted for payment for the sale of goods or services or the lease of real or personal property to the Comptroller of the Town must include the payee’s identification number. The number is the payee’s federal Employer Identification Number (EIN). Failure to include this number may delay payment. 7. WAIVER OF DAMAGES; INDEMNITY. The Contractor hereby waives and releases the Town from any claims the Contractor may have at any time arising out of or relating in any way to the Contract, except to the extent caused by the Town’s willful misconduct. Notwithstanding the foregoing, the parties agree that in no event shall the Town be liable for any loss of the Contractor’s business, revenues or profits, or special, consequential, incidental, indirect or punitive damages of any nature, even if the Town has been advised in advance of the possibility of such damages. This shall constitute the Town’s sole liability to the Contractor and the Contractor’s exclusive remedies against the Town. Except for the sole negligence or willful misconduct of the Town the Contractor shall indemnify, hold harmless and defend the Town and its Town Board, officers, employees, and agents from any liability, losses, costs, damages, claims, and obligations relating to or arising from the Contract. Without limiting the foregoing, the Contractor shall indemnify and hold harmless the Town, and its Town Board officers, employees, and agents from all liability, losses, costs, damages, claims, and obligations of any nature or kind, including attorneys’ fees, costs, and expenses, for infringement or use of any copyrighted or un-copyrighted composition, secret process, patented or unpatented invention, article or appliance, registered or unregistered trademark, service mark, or trade name, furnished or used in connection with the Contract. The Contractor, at its own expense, shall defend any action brought against the Town to the extent that such action is based upon a claim 10 that the goods or services supplied by the Contractor or the operation of such goods or services infringes a patent, trademark, or copyright or violates a trade secret. The Contractor hereby agrees to defend, indemnify and save harmless the Town against any and all liabilities, loss, damage, detriment, suit, claim, demand, cost, charge, attorneys’ fees and expenses of whatever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason or in consequence of the carrying out of any of the provisions or requirements of the Contract, where such loss or expense is incurred directly or indirectly by the Town, its employees or agents, as a result of the negligent act or omission, breach, or fault of the Contractor, its agents, employees or permitted subcontractors. If a claim or action is made or brought against the Town and for which the Contractor may be responsible hereunder in whole or in part, then the Contractor shall be notified and shall be required to handle or pay for the handling of the portion of the claim for which the Contractor is responsible as a result of this section. 8. INSURANCE REQUIREMENTS. The Contractor shall procure and maintain at its own expense until final completion of the work or services covered by the Contract, insurance for liability for damages imposed by law of the kinds and in the amounts hereinafter provided, issued by insurance companies authorized to do business in the State of New York, covering all operations under the Contract whether performed by the Contractor or by his/her/its subcontractors. The Town of Irondequoit must be named as Certificate Holder and Additional Insured on a primary and non contributory basis on all policies. Within ten (10) days after notice of award, the Contractor shall furnish to the Town evidence of insurance in a form satisfactory to the Town Attorney showing that he/she/its has complied with all insurance requirements set forth herein, such evidence shall provide that the policies shall not be changed or cancelled until thirty (30) days written notice has been given to the Town. Please note, a certificate of insurance alone is not sufficient as proof of the Town covered as Certificate Holder and an Additional Insured. A policy endorsement from the Contractor’s carrier is required. Except for workers’ compensation insurance, no insurance required herein shall contain any exclusion of municipal operations performed in connection with the Contract. These requirements shall survive the expiration and termination of this Contract. The kinds and amounts of insurance are as follows: A. WORKERS’ COMPENSATION AND DISABILITY INSURANCE: The Contractor must request and complete a waiver form and furnish the Town with an original, if it is not required to carry workers’ compensation and or disability insurance. Otherwise, the Contractor shall maintain statutory workers’ compensation and disability insurance coverage as required by law. B. BUSINESS LIABILITY INSURANCE: The Contractor shall procure and maintain an insurance policy covering the liability for damages imposed by law upon the Contractor with respect to all work performed by it and any employee, agent or permitted subcontractor under the Contract. All of the following coverage shall be included: Comprehensive Form Business Liability Insurance covering the Hold Harmless Provision Broad Form Property Damage Independent Contractors Personal Injury Products and Completed Operations Coverage must be written by an insurance company lawfully authorized to do business in New York State. Such insurance coverage will protect the Contractor from all which may arise out of or result from the Contractor’s operations or those of its employees, agents or authorized 11 subcontractors under the Contract and for which the Contractor may be legally liable, including without limitation, the following: 1. Claims for damages because of bodily injury, occupational sickness or disease, or death of any person other than the Contractor’s employees. 2. Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from. 3. Claims for damages because of bodily injury, death or property damage arising out of ownership, maintenance or use of a motor vehicle. 4. Claims involving contractual liability insurance applicable to the Contractor’s obligations contained herein. 9. RELATIONSHIP OF PARTIES. With regard to performance under the Contract, the Contractor is an independent contractor and not an officer, agent, partner, joint venture partner, or employee of the Town. The Contractor shall not, at any time or in any manner, represent that it or any of its agents or employees is in any manner an agent or employee of the Town. 10. TOWN REPRESENTATIVE. The Town Supervisor or his/her designee shall represent the Town in the implementation of the Contract. 11. SEVERABILITY; GOVERNING LAW. The invalidity of any portion of the Contract shall not affect the remainder thereof, which shall remain in effect to the extent permitted by law. The Contract shall be deemed to have been executed and delivered within the State of New York, and the rights and obligations of the parties hereunder, and any action arising from or relating to the Contract, shall be construed and enforced in accordance with, and governed by, the laws of the State of New York or United States law, without giving effect to conflict of laws principles. Any action or proceeding arising out of or relating to the Contract shall be brought in the County of Monroe, State of New York, and each party hereto irrevocably consents to such jurisdiction and venue, and waives any claim of inconvenient forum. 12. EQUAL OPPORTUNITY EMPLOYER. The Contractor, in the execution of the Contract, certifies that it is an equal employment opportunity employer. 13. BOARD AUTHORIZATION. The effectiveness of the Contract is expressly conditioned upon the express approval and ratification by the Town Board of the Town of Irondequoit. 14. ATTORNEYS’ FEES AND COSTS. If either party shall bring any action or proceeding against the other party arising from or relating to the Contract, each party shall bear its own attorneys’ fees and costs, regardless of which party prevails. 15. AMENDMENTS. The Contract may be amended only in a writing signed by both parties. If there is a conflict between the terms that are set forth in the Contract and these Standard Terms & Conditions for Town of Irondequoit Contracts, the provisions of these Terms & Conditions for Town of Irondequoit Contracts set forth herein will control. 12 THE HOUSING COUNCIL at PathStone TOWN OF IRONDEQUOIT By: By: Susan Boss, Executive Director David A. Seeley, Supervisor Resolution No. 2021- EXTRACT OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING AN AGREEMENT WITH THE CATHOLIC FAMILY CENTER FOR NON-MEDICAL HOME SUPPORT SERVICES TO THE ELDERLY AS APPROVED THROUGH THE COMMUNITY DEVELOPMENT BLOCK GRANT DURING AUGUST 1, 2021 THROUGH JULY 31, 2022 At a regular 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 20th day of July 2021 at 7:00 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 to the Town Town Board Member______ ___offered the following resolution and moved its adoption: WHEREAS, it is necessary to secure the services of the Catholic Family Center to provide non-medical home support services to elderly residents of the Town; and WHEREAS, the Catholic Family Center has submitted a proposal for the twelve (12) month period from August 1, 2021 through July 31, 2022 for the total amount of $26,100; and WHEREAS, the Catholic Family Center’s program was part of the Irondequoit 2021 Community Development Block Grant Program adopted by the Town Board pursuant to Resolution 2021-111; and WHEREAS, funding for this service is available in the Community Development Block Grant as a public service program expense. NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes the Supervisor to enter into an agreement with the Catholic Family Center for non-medical home support services to elderly residents of Irondequoit as approved through the Community Development Block Grant during the grant period from August 1, 2021 through July 31, 2022 in the amount of $26,100. 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 Freeman voting_________________ Town Board Member Perticone voting_________________ Town Board Member Romeo voting_________________ Town Supervisor Seeley voting_________________ LIFE.IN.IRONDEQUOIT 2021 – 2022 CONTRACT AGREEMENT TOWN OF IRONDEQUOIT & CATHOLIC FAMILY CENTER THIS AGREEMENT, entered into this 1st day of August, 2021 by and between the Town of Irondequoit, a Municipal Corporation, having its principal office and place of business at 1280 Titus Avenue, Rochester, New York 14617 (“Town”) and the Catholic Family Center, a not-for- profit social service agency, having its principal office and place of business at 87 No. Clinton Ave., Rochester, New York 14604 (hereinafter “Contractor” or “Sub-recipient”). WITNESSETH THAT: WHEREAS, the size and needs of Irondequoit’s elderly population are continuing to increase, as shown by data collected for the 2010 Census; and WHEREAS, the needs of Irondequoit’s frail and elderly cannot be met entirely using Town resources; and WHEREAS, the Catholic Family Center, Aging and Adult Services, possesses the personnel, skills and experience required to supplement the services now being provided by the Town to the frail elderly. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties do mutually agree as follows: 1. STATEMENT OF WORK: 1.1. The Sub-recipient (Catholic Family Center) shall provide personnel to carry out the service function described below. The personnel provided by the Sub- recipient shall report to and be under the direct supervision of the Irondequoit Community Services Department Bureau of Recreation, as designated by its Director. 1.2 The services required of the Consultant pursuant to this Agreement extend from August 1, 2021 and shall be completed on or before July 31, 2022. 1.3 Services Provided: The Sub-recipient will provide the Town with three (3) types of services for the frail elderly: Case/Care Management, Non-Medical Home Support and House Chores. 2 Case/Care Management will be provided through Eldersource Care Management Services, a collaborative project of Catholic Family Center and LIFESPAN. An average of 48 hours per month of case/care management will be provided (in addition to the hours already provided to the Senior Center through the Elderly Community Outreach Program funded by the Monroe County Office for the Aging). Eldersource Care Management Services include: • Consultation. information and referral by an Eldercare Specialist to clients and caregivers. • Service Coordination • Comprehensive Assessment • Development of an Individualized Care Plan • Monitoring of Client and care plan • Coordination and referral to all other elder services in Catholic Family Center and LIFESPAN • Advise and support to caregivers • Benefits counseling and assistance with processing medical claims Non-Medical Home Support Services: The STAR Program will provide up to 33 hours per week of non-medical home support services. These services will include: • Transportation and escort for grocery shopping, errands and banking • Transportation to medical appointments • Prescription pick-up • Friendly visiting • Essential errands House Chores: Up to 10 chore projects will be provided to frail elderly persons who are not able to pay for such services. Performance of house chores will depend upon the availability of appropriate volunteers at the time of the request and difficulty of the project. (The Sub-recipient reserves the right to deny a chore request.) House chore projects include: • Packing 3 • Yard work • Minor and unskilled repairs 2. RECORDS & REPORTS 2.1 The Town, the United States Department of Housing & Urban Development (HUD), the Controller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, and records of the Sub-recipient that are directly pertinent to this Agreement, for the purpose of making audit, examination, excerpts and transcriptions. The Sub- recipient shall maintain all records for five (5) years after final reimbursement is received from the Town. 2.2 In order to receive reimbursement from the Town for services delivered under this Agreement, the Sub-recipient shall submit on a monthly basis a written request for payment accompanied by documentation that shall be in sufficient detail to provide the Town with a sound basis for effectively monitoring performance under this Agreement. All submissions for reimbursement will contain all detail required by federal program regulations, including but not limited to regulations relating to budget; service details; staffing details; salaries and indirect costs. 3. PROGRAM BUDGET & INCOME 3.1. The Town will reimburse the Sub-recipient for the delivery of services listed above, up to the amount of twenty-six thousand one hundred dollars ($26,100.00) annually. The Sub-recipient may propose adjustments or amendments to the budget, but amendments shall occur only with the written consent of the Town. No decrease in expense automatically allows shifts from one budget category to another. 3.2. Program income received by the Sub-recipient shall be used to expand current program services. 4. UNIFORM ADMINISTRATIVE REQUIREMENTS & COMPLIANCE WITH ALL LAWS 4.1. The Sub-recipient shall comply with all applicable Federal uniform administrative requirements, as described in Section 570.502 of the HUD regulations governing the Community Development Block Grant Program. 4 4.2 The Contractor agrees that, during the performance of the services required pursuant to this Agreement, it and all employees (if any) working under its direction shall strictly comply with all local, state or federal laws, ordinances, rules or regulations controlling or limiting in any way its actions, including anti- discrimination laws, record-keeping and reporting requirements, during such performance of the services required by this Agreement. Furthermore, each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein, and this Agreement shall be read and enforced as though it were included herein. Failure of the Contractor to comply with applicable laws may, at the sole discretion of the Town, be deemed to constitute a material breach of the Agreement. 5. OTHER PROGRAM REQUIREMENTS 5.1. The Sub-recipient shall carry out all activities under this Agreement in compliance with all Federal laws and regulations described in Subpart K of the HUD regulations governing the Community Development Block Grant Program. 6. SUSPENSION & TERMINATION and NOTICE 6.1. The Sub-recipient may be suspended or terminated if the Town, in its sole discretion, determines that the Sub-recipient materially fails to comply with any term of this Agreement. Any such termination shall be effective upon written notice to the Sub-recipient of said reason and stating the date on which the Agreement is to be terminated. 6.2 For all purposes under this Agreement, Notice to the Town shall be tendered to the Recreation Supervisor and Director of Public Works at the address set forth above; and all Notice to the Sub-recipient shall be tendered to the Contractor’s Chief Financial Officer at the office address set forth above. 7. CONTRACT DEEMED EXECUTORY 7.1. The Sub-recipient specifically agrees that this Agreement shall be deemed executory only to the extent of the monies available for the purpose and received by the Town pursuant to the Community Development Block Grant Program. It is understood and agreed that neither this Agreement, nor any representation by any public officer or employee creates any legal, moral or equitable obligation on the part of the Town to request, appropriate or make additional funds available for the purpose of this Agreement. 5 8. QUALIFICATIONS, INDEMNITY & INSURANCE 8.1 The Consultant hereby agrees that it has, or will have on its staff, and will retain during the performance of services under this Agreement, all appropriate professional personnel necessary to completely, accurately, and competently perform the work and services under the Agreement. 8.2. The Sub-recipient hereby agrees to defend, indemnify and hold harmless the Town, and its officers, agents and employees (the “Indemnified Parties”); from and against any and suits, actions, claims, damages, costs, losses or liability of any kind or character (including, but not limited to attorneys’ fees and expenses arising from claims for accidents, injury or damage of any kind), which are caused, or claimed to be caused in whole or in part by the willful, intentional, reckless or negligent acts or omissions or breach of this Agreement by Sub- recipient, or its officers, employees, agents or subcontractors; or arising out of, related to or in connection with the intentional, willful, reckless or negligent use, operation or maintenance of Contractor’s vehicles by Contractor, or its officers, employees, agents or subcontractors while utilized in the performance of the services under this Agreement, including without limitation, claims for personal injury, bodily injury, death and property damage, subject to the following: (a). The right of indemnity includes the obligation of Sub-recipient or its insurance carrier to select counsel, and to pay the necessary costs and attorney’s fees to defend any claims or lawsuits. When Sub-recipient is required to indemnify Town or its officers, employees or representatives in accordance with this Agreement, Sub-recipient shall assume on behalf of such Indemnified Parties, and conduct with due diligence and in good faith, the defense of any claim against such Parties, jointly or severally, whether or not one or more Indemnifying Parties shall have been joined therein, and the Indemnified Parties shall cooperate with Sub-recipient or its carrier(s) in such defense. Sub-recipient shall be in charge of the defense and settlement of such claim; provided, however, that any settlement shall be approved by Town, which approval shall not be unreasonably withheld, conditioned or delayed; and provided further, that without relieving the Sub- recipient or its carrier(s) of obligations hereunder or impairing the their right to control the defense or settlement thereof, the Indemnified Parties, jointly or severally, may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, except in the event that (i) the Indemnified Party shall have reasonably concluded, acting in good faith and on the advice of counsel, that there exists a material conflict of interest between Sub-recipient, its officers, employees, subcontractors or agents and the Indemnified Party in the conduct of the defense of such claim (in which case Sub-recipient shall not have the right to control the defense or settlement of such claim, on behalf of such Indemnified Party), or (ii) Sub-recipient shall not have employed counsel to assume the defense of such claim within a reasonable time after notice of the commencement of an action thereon, then, in each of cases (i) and (ii), the fees and expenses of 6 counsel shall be paid by Sub-recipient. Sub-recipient shall not, without the Indemnified Parties’ prior written consent, settle or compromise any claim, suit or cause of action asserted against the Indemnified Parties, or consent to entry of a judgment in respect thereof, which imposes any future obligation on an Indemnified Party or which does not include, as an unconditional term thereof, the giving of a release in favor of the Indemnified Party from all liability in respect of such claim, suit or cause of action. (b). The terms “willful, intentional or reckless acts or omissions,” “negligent acts or omissions” and “negligent use, operation or maintenance” shall not be defined beyond their ordinary usage to increase the right of indemnity. (c). In the event of any claim or cause of action as to which both Sub-recipient and Town are found to have been negligent or have engaged in willful misconduct, each party shall be liable thereon to the extent of their relative fault. 8.3. The Consultant shall, at its own expense, maintain general liability insurance which shall include protection against claims of personal and bodily injury, including death, or damage to property arising out of performance under this Agreement. Such liability policy shall include the Town of Irondequoit as an additional named insured for claims or losses arising from the performance of this Agreement. The consultant shall provide the Town with a Certificate of Insurance executed by an authorized representative of a financially responsible insurer authorized to do business in New York State, evidencing that such insurance is in force. The Consultant agrees to maintain said insurance during the term of this Agreement. 8.4. The Consultant shall secure compensation for the benefit of, and keep insured during the life of this Agreement, any and all employees as are required to be insured under the provisions of the Workers’ Compensation Law of the State of New York or the State of the Consultant’s residence, whichever may apply. The Consultant shall provide proof acceptable to the Town, duly subscribed by an insurance carrier, that such Workers’ Compensation coverage has been secured. The above-stated requirement shall not apply if the Consultant has no employees, or if Consultant’s employees are not required to be covered by Workers’ Compensation. In such case, a brief letter, on the Consultant’s letterhead, stating which of the above circumstances is applicable, shall be attached to, and be made a part of, this Agreement. 8.5. Nothing contained in this Agreement shall be construed as creating any personal liability on the part of any officer, employee or agent of the Town. 7 9. MISCELLANEOUS PROVISIONS. 9.1. Assignment. No assignment by a party hereto of any rights under or interests in the Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, money that is or may become due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law); and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. The Town and Sub-recipient each bind him/her/itself, partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Agreement. 9.2. Severability; Governing Law; Venue & Dispute Resolution. The invalidity of any portion of the Agreement shall not affect the remainder thereof, which shall remain in effect to the extent permitted by law. The Agreement shall be deemed to have been executed and delivered within the State of New York, and the rights and obligations of the parties hereunder, and any action arising from or relating to the Agreement, shall be construed and enforced in accordance with, and governed by, the laws of the State of New York or United States law, without giving effect to conflict of laws principles. Any action or proceeding arising out of or relating to the Agreement shall be brought in a court of competent jurisdiction sitting in the County of Monroe, State of New York, and each party hereto irrevocably consents to such jurisdiction and venue and waives any claim of inconvenient forum. Nothing in this section shall preclude the parties from mutually agreeing to mediation, arbitration or other alternative dispute resolution device. 9.3 Attorneys’ Fees and Costs. If either party shall bring any action or proceeding against the other party arising from or relating to the Agreement, each parte shall bear its own attorneys’ fees and costs, regardless of which party prevails. 9.4 Audit. The Consultant shall provide to Town, immediately upon Town’s demand without prior notice during normal business hours, access to and copies of any books, records and papers, including computer tapes, disks, or other electronic media, pertinent to performance of the services under this agreement up to five (5) years after termination of agreement without cost to the Town. 9.5. Non-Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by the Town, such non-enforcement shall not act as or be deemed to act as a waiver or modification of this Agreement nor shall such non- enforcement prevent the Town from enforcing each and every term of this Agreement thereafter. 9.6 The Consultant represents and warrants that it is an independent contractor and shall neither hold itself out as, nor claim to be, an officer or employee of the 8 Town, and further shall not make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the Town. 9.7. Execution of Contracts. This Agreement may be signed in counterparts by each party; and versions of this Agreement transmitted by fax machine or other electronic media, including signatures transmitted electronically or by fax shall be deemed to be originals for all purposes. The parties hereby acknowledge and agree that the Standard Terms & Conditions for Town of Irondequoit Contracts attached hereto are hereby incorporated by reference in their entirety and made a part of this Agreement. 9.8. Entire Agreement & Amendments. This Agreement (which includes the Standard Terms & Conditions for Town of Irondequoit Contracts) contains the entire agreement between the parties with respect to its subject matter, and this Agreement supersedes all prior negotiations, understandings and agreements whether oral or written between the parties with respect to its subject matter. This Agreement shall not be amended, terminated (except as provided above) or modified orally, or by any course of conduct or usage of trade; and can be amended only by the mutual written agreement of the parties. No change order, field order or other document shall be executed or enforced if its terms would subject the Town to a charge or expense in excess of the amount approved and appropriated by the Town Board for such purpose. Any references to this Agreement shall be deemed to include all renewals. 9.9. Survival. Town and Sub-recipient each binds itself, its partners, Successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Agreement. IN WITNESS WHEREOF, the Town of Irondequoit and Catholic Family Center enter into this Agreement as of the date first written above. By: David A. Seeley, Supervisor Town of Irondequoit By: Kathleen A. Johnson, CFO Catholic Family Center 9 ATTACHMENT A STANDARD TERMS & CONDITIONS FOR TOWN OF IRONDEQUOIT CONTRACTS The Contractor agrees to be bound by the following clauses, which are hereby made a part of the contract dated __________________ (“Contract”). As used herein, the word “Contractor” herein refers to Catholic Family Center, and the word “Town” herein refers to the Town of Irondequoit. 1. SERVICES. The Contractor shall perform the Services set forth in the Contract (“Scope of Work”). 2. TERM OF AGREEMENT. The Contract shall be for the period from August 1, 2021 through July 31, 2022, unless sooner terminated pursuant to the terms hereof. 3. NON-ASSIGNMENT CLAUSE. The Contract may not be assigned by the Contractor without the Town’s written consent. 4. FEES. The Town shall pay the Contractor the fees set forth in Section 3.1 of the Contract. Payment shall be made by the Town’s Accounts Payable Office upon submittal of invoice(s) approved by the Comptroller, or her designee. 5. EXPENSES. If permits, governmental approvals or licensing is required to perform the services provided, the Contractor agrees to apply for and obtain, at its cost and expenses such permits, approvals, or licenses. 6. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. FEDERAL EMPLOYER IDENTIFICATION NUMBER. The Contractor agrees to file an IRS form W-9 with the Town prior to the commencement of the Contract. Supply of such form is a condition precedent to the payment by the Town of any sums owed pursuant to the Contract. All invoices or Town of Irondequoit standard vouchers submitted for payment for the sale of goods or services or the lease of real or personal property to the Comptroller of the Town must include the payee’s identification number. The number is the payee’s federal Employer Identification Number (EIN). Failure to include this number may delay payment. 7. WAIVER OF DAMAGES; INDEMNITY. The Contractor hereby waives and releases the Town from any claims the Contractor may have at any time arising out of or relating in any way to the Contract, except to the extent caused by the Town’s willful misconduct. Notwithstanding the foregoing, the parties agree that in no event shall the Town be liable for any loss of the Contractor’s business, revenues or profits, or special, consequential, incidental, indirect or punitive damages of any nature, even if the Town has been advised in advance of the possibility of such damages. This shall constitute the Town’s sole liability to the Contractor and the Contractor’s exclusive remedies against the Town. Except for the sole negligence or willful misconduct of the Town the Contractor shall indemnify, hold harmless and defend the Town and its Town Board, officers, employees, and agents from any liability, losses, costs, damages, claims, and obligations relating to or arising from the Contract. Without limiting the foregoing, the Contractor shall indemnify and hold harmless the Town, and its Town Board officers, employees, and agents from all liability, losses, costs, damages, claims, and obligations of any nature or kind, including attorneys’ fees, costs, and expenses, for infringement or use of any copyrighted or un-copyrighted composition, secret process, patented or unpatented invention, article or appliance, registered or unregistered trademark, service mark, or trade name, furnished or used in connection with the Contract. The Contractor, at its own expense, shall defend any action brought against the Town to the extent that such action is based upon a claim that the goods or services supplied by the Contractor or the operation of such goods or services 10 infringes a patent, trademark, or copyright or violates a trade secret. The Contractor hereby agrees to defend, indemnify and save harmless the Town against any and all liabilities, loss, damage, detriment, suit, claim, demand, cost, charge, attorneys’ fees and expenses of whatever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason or in consequence of the carrying out of any of the provisions or requirements of the Contract, where such loss or expense is incurred directly or indirectly by the Town, its employees or agents, as a result of the negligent act or omission, breach, or fault of the Contractor, its agents, employees or permitted subcontractors. If a claim or action is made or brought against the Town and for which the Contractor may be responsible hereunder in whole or in part, then the Contractor shall be notified and shall be required to handle or pay for the handling of the portion of the claim for which the Contractor is responsible as a result of this section. 8. INSURANCE REQUIREMENTS. The Contractor shall procure and maintain at its own expense until final completion of the work or services covered by the Contract, insurance for liability for damages imposed by law of the kinds and in the amounts hereinafter provided, issued by insurance companies authorized to do business in the State of New York, covering all operations under the Contract whether performed by the Contractor or by his/her/its subcontractors. The Town of Irondequoit must be named as Certificate Holder and Additional Insured on a primary and non contributory basis on all policies. Within ten (10) days after notice of award, the Contractor shall furnish to the Town evidence of insurance in a form satisfactory to the Town Attorney showing that he/she/its has complied with all insurance requirements set forth herein, such evidence shall provide that the policies shall not be changed or cancelled until thirty (30) days written notice has been given to the Town. Please note, a certificate of insurance alone is not sufficient as proof of the Town covered as Certificate Holder and an Additional Insured. A policy endorsement from the Contractor’s carrier is required. Except for workers’ compensation insurance, no insurance required herein shall contain any exclusion of municipal operations performed in connection with the Contract. These requirements shall survive the expiration and termination of this Contract. The kinds and amounts of insurance are as follows: A. WORKERS’ COMPENSATION AND DISABILITY INSURANCE: The Contractor must request and complete a waiver form and furnish the Town with an original, if it is not required to carry workers’ compensation and or disability insurance. Otherwise, the Contractor shall maintain statutory workers’ compensation and disability insurance coverage as required by law. B. BUSINESS LIABILITY INSURANCE: The Contractor shall procure and maintain an insurance policy covering the liability for damages imposed by law upon the Contractor with respect to all work performed by it and any employee, agent or permitted subcontractor under the Contract. All of the following coverage shall be included: Comprehensive Form Business Liability Insurance covering the Hold Harmless Provision Broad Form Property Damage Independent Contractors Personal Injury Products and Completed Operations Coverage must be written by an insurance company lawfully authorized to do business in New York State. Such insurance coverage will protect the Contractor from all which may arise out of or result from the Contractor’s operations or those of its employees, agents or authorized subcontractors under the Contract and for which the Contractor may be legally liable, including without limitation, the following: 11 1. Claims for damages because of bodily injury, occupational sickness or disease, or death of any person other than the Contractor’s employees. 2. Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from. 3. Claims for damages because of bodily injury, death or property damage arising out of ownership, maintenance or use of a motor vehicle. 4. Claims involving contractual liability insurance applicable to the Contractor’s obligations contained herein. 9. RELATIONSHIP OF PARTIES. With regard to performance under the Contract, the Contractor is an independent contractor and not an officer, agent, partner, joint venture partner, or employee of the Town. The Contractor shall not, at any time or in any manner, represent that it or any of its agents or employees is in any manner an agent or employee of the Town. 10. TOWN REPRESENTATIVE. The Town Supervisor or his/her designee shall represent the Town in the implementation of the Contract. 11. SEVERABILITY; GOVERNING LAW. The invalidity of any portion of the Contract shall not affect the remainder thereof, which shall remain in effect to the extent permitted by law. The Contract shall be deemed to have been executed and delivered within the State of New York, and the rights and obligations of the parties hereunder, and any action arising from or relating to the Contract, shall be construed and enforced in accordance with, and governed by, the laws of the State of New York or United States law, without giving effect to conflict of laws principles. Any action or proceeding arising out of or relating to the Contract shall be brought in the County of Monroe, State of New York, and each party hereto irrevocably consents to such jurisdiction and venue, and waives any claim of inconvenient forum. 12. EQUAL OPPORTUNITY EMPLOYER. The Contractor, in the execution of the Contract, certifies that it is an equal employment opportunity employer. 13. BOARD AUTHORIZATION. The effectiveness of the Contract is expressly conditioned upon the express approval and ratification by the Town Board of the Town of Irondequoit. 14. ATTORNEYS’ FEES AND COSTS. If either party shall bring any action or proceeding against the other party arising from or relating to the Contract, each party shall bear its own attorneys’ fees and costs, regardless of which party prevails. 15. AMENDMENTS. The Contract may be amended only in a writing signed by both parties. If there is a conflict between the terms that are set forth in the Contract and these Standard Terms & Conditions for Town of Irondequoit Contracts, the provisions of these Terms & Conditions for Town of Irondequoit Contracts set forth herein will control. CATHOLIC FAMILY CENTER TOWN OF IRONDEQUOIT By: By: Kathleen A. Johnson, CFO David A. Seeley, Supervisor Resolution No. 2021-______ EXTRACT OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING AN AGREEMENT WITH THE IRONDEQUOIT COMMUNITY CUPBOARD TO PROVIDE HEALTHY FOOD CHOICES TO LOW-INCOME RESIDENTS AS APPROVED THROUGH THE COMMUNITY DEVELOPMENT BLOCK GRANT DURING AUGUST 1, 2021 THROUGH JULY 31, 2022 At a regular 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 20th day of July 2021 at 7:00 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 to the Town Town Board Member___________offered the following resolution and moved its adoption: WHEREAS, it is necessary to secure the services of the Irondequoit Community Cupboard to provide healthy food choices to low income persons in the Town to enhance the quality of the lives of people in need; and WHEREAS, the Irondequoit Community Cupboard has submitted a proposal for the twelve (12) month period from August 1, 2021 through July 31, 2022 for the total amount of $22,000; and WHEREAS, Irondequoit Community Cupboard’s program was part of the Irondequoit 2021 Community Development Block Grant Program adopted by the Town Board pursuant to Resolution 2021-111; and WHEREAS, funding for this service is available in the Community Development Block Grant as a public service program expense. NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes the Supervisor to enter into an agreement with the Irondequoit Community Cupboard to provide healthy food choices to low income persons in the Town as approved through the Community Development Block Grant during the grant period from August 1, 2021 through July 31, 2022 in the amount of $22,000. 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_________________ 1 TOWN OF IRONDEQUOIT & IRONDEQUOIT COMMUNITY CUPBOARD 2021 – 2022 AGREEMENT THIS AGREEMENT is entered into this ___ day of __________, 2021 by and between the Town of Irondequoit, a municipal corporation, having its principal office and place of business at 1280 Titus Avenue, Rochester, New York 14617 (the “Town”) and the Irondequoit Community Cupboard, Inc., a not-for-profit corporation, having its principal office and place of business at 4275 Culver Road, Rochester, New York 14622 (hereinafter “Contractor”). RECITALS: WHEREAS, the primary objective of the Community Development Block Grant Program (the “CDBG”) is the development of viable urban communities by providing good housing and suitable living environment, and by expanding economic opportunities, principally for low and moderate income persons; and WHEREAS, the Contractor provides a program that was developed to provide food to low income persons in the Town to enhance the quality of the lives of people in need. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Town and the Contractor do mutually agree as follows: 1. STATEMENT OF SERVICES. The Contractor shall provide personnel as necessary to perform the following services: 1.1 The Contractor shall provide healthy meals to low and moderate income households in the Town. Services will be provided primarily to households that have low and moderate incomes as defined by the United States Department of Housing and Urban Development (“HUD”). “Healthy Meals” shall include lean meats and other protein, fruits and vegetables. 1.2 The Contractor shall provide monthly reports of program activity to the Town in a format requested by the Town. The documentation provided by the Contractor to the Town shall include the total number of households served, household characteristics, number of healthy meals provided, and documentation of expenditures for healthy food items. 2. TERM. This Agreement shall apply to services provided by the Contractor between August 1, 2021 and July 31, 2022. 3. RECORDS & REPORTS. 3.1 In order to receive reimbursement from the Town for services delivered under this Agreement, the Contractor shall submit on a monthly basis a written request for 2 payment accompanied by documentation that shall be in sufficient detail to provide the Town with a sound basis for effectively monitoring performance under this Agreement. All submissions for reimbursement will contain all detail required by federal program regulations, including but not limited to regulations relating to budget; service details; staffing details; salaries and indirect costs. 3.2 The Town, HUD, the Controller General of the United States, or any of their duly authorized representatives, shall have access to any books, documents, and records of the Contractor that are directly pertinent to this Agreement, for the purpose of making audit, examination, excerpts and transcriptions. The Contractor shall maintain all records for five (5) years after final reimbursement is received from the Town. 4. PROGRAM BUDGET & INCOME. 4.1 The Town will reimburse the Contractor for the delivery of services listed above, up to the total amount of Twenty Two Thousand Dollars ($22,000.00). The Contractor may propose adjustments or amendments to the budget, but amendments shall occur only with the approval of the Town Board. No decrease in expense shall automatically allow a shift of funds from one budget category to another. 4.2 Program income received by the Contractor shall be used to expand current program services. 5. COMPLIANCE WITH ALL LAWS. 5.1 The Contractor agrees that, during the performance of the services required pursuant to this Agreement, it and all employees (if any) working under its direction shall strictly comply with all local, state or federal laws, ordinances, rules or regulations controlling or limiting in any way its actions, including anti- discrimination laws, record-keeping and reporting requirements, during such performance of the services required by this Agreement. Furthermore, each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein, and this Agreement shall be read and enforced as though it were included herein. Failure of the Contractor to comply with applicable laws may, at the sole discretion of the Town, be deemed to constitute a material breach of the Agreement. 5.2 The Contractor shall carry out all activities under this Agreement in compliance with all applicable federal laws and regulations, including specifically the HUD regulations governing the Community Development Block Grant Program. 5.3 The Contractor specifically agrees that it will carry out its work and obligations under the terms of this Agreement pursuant to the requirements of all applicable New York and federal laws prohibiting discrimination, including discrimination on the basis of race, creed, color, national origin, sex, familial status, age, disability or sexual orientation. 3 6. SUSPENSION, TERMINATION & NOTICE. 6.1 The Contractor and this Agreement may be suspended or terminated if the Town, in its sole discretion, determines that the Contractor has materially failed to comply with any term of this Agreement. Any such termination shall be effective upon written notice to the Contractor of said reason and stating the date on which the Agreement is to be terminated. 6.2 For all purposes under this Agreement, notice to the Town shall be tendered to the Town Supervisor at the address set forth above; and all notice to the Contractor shall be tendered to the Contractor’s Executive Director at the office address set forth above. 7. CONTRACT DEEMED EXECUTORY. The Contractor specifically agrees that this Agreement shall be deemed executory only to the extent of the monies available for the purpose and received by the Town pursuant to the CDBG Program. It is understood and agreed that neither this Agreement, nor any representation by any public officer or employee creates any legal, moral or equitable obligation on the part of the Town to request, appropriate or make additional funds available for the purpose of this Agreement. 8. QUALIFICATIONS. The Contractor hereby agrees that it has, or will have on its staff, and will retain during the performance of services under this Agreement, all appropriate professional personnel necessary to completely, accurately, and competently perform the work and services under the Agreement. 9. INDEMNITY & INSURANCE. The Contractor hereby agrees to defend, indemnify and hold harmless the Town, and its officers, agents and employees (the “Indemnified Parties”), from and against any and all suits, actions, claims, damages, costs, losses or liability of any kind or character (including, but not limited to attorneys’ fees and expenses arising from claims for accidents, injury or damage of any kind), which are caused, or claimed to be caused in whole or in part by the willful, intentional, reckless or negligent acts or omissions or breach of this Agreement by Contractor, or its officers, employees, agents or subcontractors; or arising out of, related to or in connection with the intentional, willful, reckless or negligent use, operation or maintenance of Contractor’s vehicles by Contractor, or its officers, employees, agents or subcontractors while utilized in the performance of the services under this Agreement, including without limitation, claims for personal injury, bodily injury, death and property damage, subject to the following: 9.1 The right of indemnity includes the obligation of the Contractor or its insurance carrier to select counsel, and to pay the necessary costs and attorney’s fees to defend any claims or lawsuits. When the Contractor is required to indemnify Town or its officers, employees or representatives in accordance with this Agreement, the Contractor shall assume on behalf of such Indemnified Parties, and conduct with due diligence and in good faith, the defense of any claim against such Parties, jointly or severally, whether or not one or more Indemnifying Parties shall have been joined therein, and the Indemnified Parties shall cooperate with the Contractor or its carrier(s) in such defense. The Contractor shall be in charge 4 of the defense and settlement of such claim; provided, however, that any settlement shall be approved by Town, which approval shall not be unreasonably withheld, conditioned or delayed; and provided further, that without relieving the Contractor or its carrier(s) of obligations hereunder or impairing the their right to control the defense or settlement thereof, the Indemnified Parties, jointly or severally, may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, except in the event that (i) the Indemnified Party shall have reasonably concluded, acting in good faith and on the advice of counsel, that there exists a material conflict of interest between the Contractor, its officers, employees, subcontractors or agents and the Indemnified Party in the conduct of the defense of such claim (in which case the Contractor shall not have the right to control the defense or settlement of such claim, on behalf of such Indemnified Party), or (ii) the Contractor shall not have employed counsel to assume the defense of such claim within a reasonable time after notice of the commencement of an action thereon, then, in each of cases (i) and (ii), the fees and expenses of counsel shall be paid by the Contractor. The Contractor shall not, without the Indemnified Parties’ prior written consent, settle or compromise any claim, suit or cause of action asserted against the Indemnified Parties, or consent to entry of a judgment in respect thereof, which imposes any future obligation on an Indemnified Party or which does not include, as an unconditional term thereof, the giving of a release in favor of the Indemnified Party from all liability in respect of such claim, suit or cause of action. 9.2 The terms “willful, intentional or reckless acts or omissions,” “negligent acts or omissions” and “negligent use, operation or maintenance” shall not be defined beyond their ordinary usage to increase the right of indemnity. 9.3 In the event of any claim or cause of action as to which both the Contractor and Town are found to have been negligent or have engaged in willful misconduct, each party shall be liable thereon to the extent of their relative fault. 9.4 Nothing contained in this Agreement shall be construed as creating any personal liability on the part of any officer, employee or agent of the Town. 10. INSURANCE. 10.1 The Contractor shall, at its own expense, maintain general liability insurance which shall include protection against claims of personal and bodily injury, including death, or damage to property arising out of performance under this Agreement. Such liability policy shall include the Town of Irondequoit as an additional named insured for claims or losses arising from the performance of this Agreement. The Contractor shall provide the Town with a Certificate of Insurance executed by an authorized representative of a financially responsible insurer authorized to do business in New York State, evidencing that such insurance is in force. The Contractor agrees to maintain said insurance during the term of this Agreement. 5 10.2 The Contractor shall secure compensation for the benefit of, and keep insured during the life of this Agreement, any and all employees as are required to be insured under the provisions of the Workers’ Compensation Law of the State of New York. The Contractor shall provide proof acceptable to the Town, duly subscribed by an insurance carrier, that such Workers’ Compensation coverage has been secured. The above-stated requirement shall not apply if the Contractor has no employees, or if Contractor’s employees are not required to be covered by Workers’ Compensation. In such case, a brief letter, on the Contractor’s letterhead, stating which of the above circumstances is applicable, shall be attached to, and be made a part of, this Agreement. 11. MISCELLANEOUS PROVISIONS. 11.1 Assignment. No assignment by a party hereto of any rights under or interests in the Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, money that is or may become due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law); and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. The Town and the Contractor each bind him/her/itself, partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Agreement. 11.2 Severability; Governing Law; Venue & Dispute Resolution. The invalidity of any portion of the Agreement shall not affect the remainder thereof, which shall remain in effect to the extent permitted by law. This Agreement shall be deemed to have been executed and delivered within the State of New York, and the rights and obligations of the parties hereunder, and any action arising from or relating to the Agreement, shall be construed and enforced in accordance with, and governed by, the laws of the State of New York or United States, without giving effect to conflict of laws principles. Any action or proceeding arising out of or relating to the Agreement shall be brought in a court of competent jurisdiction sitting in the County of Monroe, State of New York, and each party hereto irrevocably consents to such jurisdiction and venue, and waives any claim of inconvenient forum. Nothing in this section shall preclude the parties from mutually agreeing to mediation, arbitration or other alternate dispute resolution device. 11.3 Attorneys’ Fees and Costs. If either party shall bring any action or proceeding against the other party arising from or relating to the Agreement, each party shall bear its own attorneys’ fees and costs, regardless of which party prevails. 11.4 Audit. The Contractor shall provide to the Town, immediately upon the Town’s demand without prior notice during normal business hours, access to and copies of any books, records and papers, including computer tapes, disks, or other electronic media, pertinent to performance of the services under this Agreement up to five (5) years after termination of this Agreement without cost to the Town. 6 11.5 Non-Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by the Town, such non-enforcement shall not act as or be deemed to act as a waiver or modification of this Agreement nor shall such non- enforcement prevent the Town from enforcing each and every term of this Agreement thereafter. 11.6 Independent Contractor. The Contractor represents and warrants that it is an independent contractor and shall neither hold itself out as, nor claim to be, an officer or employee of the Town, and further shall not make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the Town. 11.7 Execution of Contracts. This Agreement may be signed in counterparts by each party; and versions of this Agreement transmitted by fax machine or other electronic media, including signatures transmitted electronically or by fax shall be deemed to be originals for all purposes. 11.8 Standard Terms & Conditions for Town of Irondequoit Contracts. The parties hereby acknowledge and agree that the Standard Terms & Conditions for Town of Irondequoit Contracts attached hereto are hereby incorporated by reference in their entirety, and are made part of this Agreement. 11.9 Entire Agreement & Amendments. This Agreement (which includes the Standard Terms & Conditions for Town of Irondequoit Contracts) contains the entire agreement between the parties with respect to its subject matter, and this Agreement supersedes all prior negotiations, understandings and agreements whether oral or written between the parties with respect to its subject matter. This Agreement shall not be amended, terminated (except as provided above) or modified orally, or by any course of conduct or usage of trade; and can be amended only by the mutual written agreement of the parties. No change order, field order or other document shall be executed or enforced if its terms would subject the Town to a charge or expense in excess of the amount approved and appropriated by the Town Board for such purpose. 11.10 Survival. The Town and the Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in this Agreement. 7 IN WITNESS WHEREOF, the Town and the Contractor have duly executed this Agreement as of the date first written above. IRONDEQUOIT COMMUNITY CUPBOARD, INC. TOWN OF IRONDEQUOIT By: By: Debbie Evans David A. Seeley President Town Supervisor Date: Date: 8 ATTACHMENT A STANDARD TERMS & CONDITIONS FOR TOWN OF IRONDEQUOIT CONTRACTS The Contractor agrees to be bound by the following clauses, which are hereby made a part of the contract dated __________________ (“Contract”). As used herein, the word “Contractor” herein refers to the Irondequoit Community Cupboard, Inc., and the word “Town” herein refers to the Town of Irondequoit. 1. SERVICES. The Contractor shall perform the Services set forth in the Contract (“Scope of Work”). 2. TERM OF AGREEMENT. The Contract shall be for the period from August 1, 2021 through July 31, 2022, unless sooner terminated pursuant to the terms hereof. 3. NON-ASSIGNMENT CLAUSE. The Contract may not be assigned by the Contractor without the Town’s written consent. 4. FEES. The Town shall pay the Contractor the fees set forth in Section 4 of the Contract. Payment shall be made by the Town’s Accounts Payable Office upon submittal of invoice(s) approved by the Comptroller, or her designee. 5. EXPENSES. If permits, governmental approvals or licensing is required to perform the services provided, the Contractor agrees to apply for and obtain, at its cost and expenses such permits, approvals, or licenses. 6. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. FEDERAL EMPLOYER IDENTIFICATION NUMBER. The Contractor agrees to file an IRS form W-9 with the Town prior to the commencement of the Contract. Supply of such form is a condition precedent to the payment by the Town of any sums owed pursuant to the Contract. All invoices or Town of Irondequoit standard vouchers submitted for payment for the sale of goods or services or the lease of real or personal property to the Comptroller of the Town must include the payee’s identification number. The number is the payee’s federal Employer Identification Number (EIN). Failure to include this number may delay payment. 7. WAIVER OF DAMAGES; INDEMNITY. The Contractor hereby waives and releases the Town from any claims the Contractor may have at any time arising out of or relating in any way to the Contract, except to the extent caused by the Town’s willful misconduct. Notwithstanding the foregoing, the parties agree that in no event shall the Town be liable for any loss of the Contractor’s business, revenues or profits, or special, consequential, incidental, indirect or punitive damages of any nature, even if the Town has been advised in advance of the possibility of such damages. This shall constitute the Town’s sole liability to the Contractor and the Contractor’s exclusive remedies against the Town. Except for the sole negligence or willful misconduct of the Town the Contractor shall indemnify, hold harmless and defend the Town and its Town Board, officers, employees, and agents from any liability, losses, costs, damages, claims, and obligations relating to or arising from the Contract. Without limiting the foregoing, the Contractor shall indemnify and hold harmless the Town, and its Town Board officers, employees, and agents from all liability, losses, costs, damages, claims, and obligations of any nature or kind, including attorneys’ fees, costs, and expenses, for infringement or use of any copyrighted or un-copyrighted composition, secret process, patented or unpatented invention, article or appliance, registered or unregistered trademark, service mark, or trade name, furnished or used in connection with the Contract. The Contractor, at its own expense, 9 shall defend any action brought against the Town to the extent that such action is based upon a claim that the goods or services supplied by the Contractor or the operation of such goods or services infringes a patent, trademark, or copyright or violates a trade secret. The Contractor hereby agrees to defend, indemnify and save harmless the Town against any and all liabilities, loss, damage, detriment, suit, claim, demand, cost, charge, attorneys’ fees and expenses of whatever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason or in consequence of the carrying out of any of the provisions or requirements of the Contract, where such loss or expense is incurred directly or indirectly by the Town, its employees or agents, as a result of the negligent act or omission, breach, or fault of the Contractor, its agents, employees or permitted subcontractors. If a claim or action is made or brought against the Town and for which the Contractor may be responsible hereunder in whole or in part, then the Contractor shall be notified and shall be required to handle or pay for the handling of the portion of the claim for which the Contractor is responsible as a result of this section. 8. INSURANCE REQUIREMENTS. The Contractor shall procure and maintain at its own expense until final completion of the work or services covered by the Contract, insurance for liability for damages imposed by law of the kinds and in the amounts hereinafter provided, issued by insurance companies authorized to do business in the State of New York, covering all operations under the Contract whether performed by the Contractor or by his/her/its subcontractors. The Town of Irondequoit must be named as Certificate Holder and Additional Insured on a primary and non contributory basis on all policies. Within ten (10) days after notice of award, the Contractor shall furnish to the Town evidence of insurance in a form satisfactory to the Town Attorney showing that he/she/its has complied with all insurance requirements set forth herein, such evidence shall provide that the policies shall not be changed or cancelled until thirty (30) days written notice has been given to the Town. Please note, a certificate of insurance alone is not sufficient as proof of the Town covered as Certificate Holder and an Additional Insured. A policy endorsement from the Contractor’s carrier is required. Except for workers’ compensation insurance, no insurance required herein shall contain any exclusion of municipal operations performed in connection with the Contract. These requirements shall survive the expiration and termination of this Contract. The kinds and amounts of insurance are as follows: A. WORKERS’ COMPENSATION AND DISABILITY INSURANCE: The Contractor must request and complete a waiver form and furnish the Town with an original, if it is not required to carry workers’ compensation and or disability insurance. Otherwise, the Contractor shall maintain statutory workers’ compensation and disability insurance coverage as required by law. B. BUSINESS LIABILITY INSURANCE: The Contractor shall procure and maintain an insurance policy covering the liability for damages imposed by law upon the Contractor with respect to all work performed by it and any employee, agent or permitted subcontractor under the Contract. All of the following coverage shall be included: • Comprehensive Form • Business Liability Insurance covering the Hold Harmless Provision • Broad Form Property Damage • Independent Contractors • Personal Injury • Products and Completed Operations Coverage must be written by an insurance company lawfully authorized to do business in New York State. Such insurance coverage will protect the Contractor from all which may arise out of or result from the Contractor’s operations or those of its employees, agents or authorized 10 subcontractors under the Contract and for which the Contractor may be legally liable, including without limitation, the following: 1. Claims for damages because of bodily injury, occupational sickness or disease, or death of any person other than the Contractor’s employees. 2. Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from. 3. Claims for damages because of bodily injury, death or property damage arising out of ownership, maintenance or use of a motor vehicle. 4. Claims involving contractual liability insurance applicable to the Contractor’s obligations contained herein. 9. RELATIONSHIP OF PARTIES. With regard to performance under the Contract, the Contractor is an independent contractor and not an officer, agent, partner, joint venture partner, or employee of the Town. The Contractor shall not, at any time or in any manner, represent that it or any of its agents or employees is in any manner an agent or employee of the Town. 10. TOWN REPRESENTATIVE. The Town Supervisor or his/her designee shall represent the Town in the implementation of the Contract. 11. SEVERABILITY; GOVERNING LAW. The invalidity of any portion of the Contract shall not affect the remainder thereof, which shall remain in effect to the extent permitted by law. The Contract shall be deemed to have been executed and delivered within the State of New York, and the rights and obligations of the parties hereunder, and any action arising from or relating to the Contract, shall be construed and enforced in accordance with, and governed by, the laws of the State of New York or United States law, without giving effect to conflict of laws principles. Any action or proceeding arising out of or relating to the Contract shall be brought in the County of Monroe, State of New York, and each party hereto irrevocably consents to such jurisdiction and venue, and waives any claim of inconvenient forum. 12. EQUAL OPPORTUNITY EMPLOYER. The Contractor, in the execution of the Contract, certifies that it is an equal employment opportunity employer. 13. BOARD AUTHORIZATION. The effectiveness of the Contract is expressly conditioned upon the express approval and ratification by the Town Board of the Town of Irondequoit. 14. ATTORNEYS’ FEES AND COSTS. If either party shall bring any action or proceeding against the other party arising from or relating to the Contract, each party shall bear its own attorneys’ fees and costs, regardless of which party prevails. 15. AMENDMENTS. The Contract may be amended only in a writing signed by both parties. If there is a conflict between the terms that are set forth in the Contract and these Standard Terms & Conditions for Town of Irondequoit Contracts, the provisions of these Terms & Conditions for Town of Irondequoit Contracts set forth herein will control. 11 IRONDEQUOIT COMMUNITY CUPBOARD, INC. TOWN OF IRONDEQUOIT By: By: Debbie Evans, President David A. Seeley, Supervisor Resolution No. 2021-___ EXTRACT OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING AN AGREEMENT WITH LIFESPAN OF GREATER ROCHESTER, INC. FOR THE “HOME SAFE HOME FOR SENIORS” PROGRAM OF SUPPORT SERVICES TO THE ELDERLY AS APPROVED THROUGH THE COMMUNITY DEVELOPMENT BLOCK GRANT DURING AUGUST 1, 2021 THROUGH JULY 31, 2022 At a regular 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 20th day of July, 2021 at 7:00 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 to the Town Town Board Member_____________offered the following resolution and moved its adoption: WHEREAS, it is necessary to secure the services of Lifespan to provide non-medical home support services to elderly residents of the Town; and WHEREAS, Lifespan has submitted a proposal for the “Home Safe Home for Seniors” program for the twelve (12) month period from August 1, 2021 through July 31, 2022 for the total amount of $15,000; and WHEREAS, Lifespan’s “Home Safe Home for Seniors” program was part of the Irondequoit 2021 Community Development Block Grant Program adopted by the Town Board pursuant to Resolution 2021-111; and WHEREAS, funding for this service is available in the Community Development Block Grant as a public service program expense. NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes the Supervisor to enter into an agreement with Lifespan of Greater Rochester, Inc. for non- medical home support services to elderly residents of Irondequoit as approved through the Community Development Block Grant during the grant period from August 1, 2021 through July 31, 2022 in the amount of $15,000. 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_________________ 4824-8919-3765.2 1 AGREEMENT BETWEEN THE TOWN OF IRONDEQUOIT AND LIFESPAN OF GREATER ROCHESTER, INC. This is an Agreement entered into on the _____ day of __________, 2021 between the Town of Irondequoit, a municipal corporation having offices at 1280 Titus Avenue, Rochester, New York 14617, on behalf of the Community Development Block Grant Program (hereinafter referred to as the “CDBG”), and Lifespan of Greater Rochester, Inc., having offices at 1900 South Clinton Avenue, Rochester, New York 14618 (hereinafter referred to as “Lifespan”). WHEREAS, the primary objective of the CDBG program is to foster the development of viable urban communities by providing good housing and a suitable living environment, and by expanding economic opportunities, principally for low and moderate income persons; and WHEREAS, by definition under the CDBG program, senior citizens and handicapped persons are considered to be persons of low or moderate income; and WHEREAS, the Lifespan Home Safe Home for Seniors program was developed to provide home safety assessments and minor home modifications to persons age 62 and older and to handicapped persons of any age so as to enhance the lives of seniors and handicapped persons by contributing to their independence and freedom. NOW THEREFORE, in consideration of the terms and conditions herein, it is hereby agreed by and between the parties as follows: 1. Lifespan agrees to provide the services set forth in ATTACHMENT A (the “Services”). 2. The CDBG agrees to pay Lifespan for the services set forth in ATTACHMENT A the total sum not to exceed Fifteen Thousand Dollars ($15,000.00). Such sum shall be paid to Lifespan according to monthly invoices for services rendered as submitted by Lifespan. 3. Lifespan agrees to provide statistical information related to the monthly invoices as requested by the CDBG. Lifespan hereby acknowledges that the funds provided by the CDBG under this Agreement result from a contract between the CDBG and the United States Department of Housing and Urban Development under the Community Development Act of 1974. As the indirect recipient through this contract of funds from the United States Department of Housing and Urban Development, Lifespan agrees to comply fully with, and to cooperate fully with the CDBG in its efforts to comply with the terms and requirements of the Federal Single Audit Act of 1984, as the same may be amended from time to time (the “Act”). Lifespan shall, upon request of the CDBG or the Town of Irondequoit, provide the CDBG such documentation, records, information and data and respond to such inquiries as the CDBG may deem necessary or appropriate and shall fully cooperate with independent auditors to have access and to examine and copy all records, documents, reports, and financial statements as may be necessary to comply or to assure or monitor compliance with the Act, the Circulars and such 4824-8919-3765.2 2 other circulars, interpretations, opinions, rules or regulations as may, from time to time, be issued or promulgated pursuant to or in connection with the Act. Lifespan agrees that the Town of Irondequoit, CDBG or any of their duly authorized representatives, including HUD, may inspect and audit all records, books, papers and documents associated with this Agreement and further agrees to maintain for a period of five (5) consecutive years following the termination of this Agreement all records, reports and other documentation arising out of the performance of this Agreement. The parties hereby acknowledge and agree that the Standard Terms & Conditions for Town of Irondequoit Contracts attached hereto as ATTACHMENT B are hereby incorporated by reference in their entirety and made a part of this Agreement. NON DISCRIMINATION: Lifespan specifically agrees that it will carry out its work and obligations under the terms of this Agreement pursuant to the provisions of Title VI of the Civil Rights Act of 1964 and Title VIII of the Civil Rights Act of 1968, which acts prohibit discrimination on the basis of race, creed, sex, familial status, age, handicap or national origin. Lifespan agrees to administer the Agreement in accordance with the provisions of the Americans With Disabilities Act of 1990, Section 504 of the Rehabilitation Act of 1973, as amended, and Section 109 of the Housing and Community Development Act of 1974, as amended, which acts prohibit discrimination against persons with disabilities under any program or activity receiving Federal financial assistance. Lifespan further agrees to abide by the provisions of Article 15 (§§290-302) of the Executive Law of the State of New York with respect to unlawful discriminatory practices. Such provisions of law are incorporated into this Agreement as if set forth herein in full. IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first written above. TOWN OF IRONDEQUOIT By: David A. Seeley, Supervisor LIFESPAN OF GREATER ROCHESTER, INC. By: Ann Marie Cook, President and CEO 4824-8919-3765.2 3 STATE OF NEW YORK ) COUNTY OF MONROE ) SS: On this __ day of _______, 2020, before me personally came David A. Seeley, to me known, who being by me duly sworn, did depose and say that he resides in the Town of Irondequoit, Monroe County, New York, that he is the Supervisor of the Town of Irondequoit, the municipal corporation described in and which executed the above instrument; and that he signed his name to the foregoing instrument by virtue of the authority vested in him by the laws of the State of New York and the local laws and ordinances of the Town of Irondequoit. Notary Public STATE OF NEW YORK ) COUNTY OF MONROE ) SS: On this __ day of _______, 2020, before me personally came Ann Marie Cook, to me known, who duly sworn, did depose and say that she resides in Monroe County, New York; that she is the President and CEO of Lifespan of Greater Rochester, Inc., the corporation described in and which executed the foregoing instrument; that she signed her name thereto by order of the Board of Directors. Notary Public 4824-8919-3765.2 4 ATTACHMENT A THE SERVICES SCOPE OF SERVICES TO BE PERFORMED: Lifespan of Greater Rochester, Inc. will provide home falls prevention assessments and minor home modifications up to 100 homes of the Town of Irondequoit. Services will be provided to residents of Irondequoit who are age 62+ and to persons with disabilities of any age. These services are financially covered by a grant from the Town of Irondequoit Community Development Block Grant. Examples of home modifications that Lifespan will perform: Carbon monoxide detectors Tub seats Grab bars Toilet hand grips Night lights Shower/tub mats Transfer bench Smoke detectors Hand held shower Stair hand rails Tub grips Raised toilet seat Door grips Toilet hand rail Lifespan will perform • A falls prevention assessment in each home • Based on the results of the assessment, actual home modifications including provision of equipment/supplies to prevent falls and other injuries Lifespan will provide monthly reports of program activity to the Town of Irondequoit in a format requested by the Town. Referrals will be received through NY Connects or through direct referral from the Town of Irondequoit. Services provided through this contract will be covered by a grant from the Town of Irondequoit Community Development Block Grant for qualified recipients. Eligibility will be determined based on age and/or disability and income of the resident applying Community Development Block Grant income guidelines. Lifespan will also provide services to individuals who do not meet the income guidelines but will charge a labor rate and the actual cost of materials used. We will also work with the Irondequoit Department of Community Development and work with local media to increase referrals if necessary. Assessments, modifications and equipment will be provided without charge to Irondequoit residents found eligible for the service. Lifespan will request that program recipients complete a customer satisfaction survey and will provide program recipients with written material about making a voluntary contribution to Lifespan. 4824-8919-3765.2 5 ATTACHMENT B STANDARD TERMS & CONDITIONS FOR TOWN OF IRONDEQUOIT CONTRACTS The Contractor agrees to be bound by the following clauses, which are hereby made a part of the contract dated __________________ (“Contract”). As used herein, the word “Contractor” herein refers to Lifespan of Greater Rochester, Inc., and the word “Town” herein refers to the Town of Irondequoit. 1. SERVICES. The Contractor shall perform the Services set forth in the Contract (“Scope of Work”). 2. TERM OF AGREEMENT. The Contract shall be for the period from August 1, 2021 through July 31, 2022, unless sooner terminated pursuant to the terms hereof. 3. NON-ASSIGNMENT CLAUSE. The Contract may not be assigned by the Contractor without the Town’s written prior consent. 4. FEES. The Town shall pay the Contractor the fees set forth in Section 2 of the Contract. Payment shall be made by the Town’s Accounts Payable Office upon submittal of invoice(s) approved by the Comptroller, or her designee. 5. EXPENSES. If permits, governmental approvals or licensing is required to perform the Scope of Work provided, the Contractor agrees to apply for and obtain, at its cost and expenses such permits, approvals, or licenses. 6. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. FEDERAL EMPLOYER IDENTIFICATION NUMBER. The Contractor agrees to file an IRS form W-9 with the Town prior to the commencement of the Contract. Supply of such form is a condition precedent to the payment by the Town of any sums owed pursuant to the Contract. All invoices or Town standard vouchers submitted for payment for the sale of goods or services or the lease of real or personal property to the Comptroller of the Town must include the payee’s identification number. The number is the payee’s federal Employer Identification Number (EIN). Failure to include this number may delay payment. 7. WAIVER OF DAMAGES; INDEMNITY. The Contractor hereby waives and releases the Town from any claims the Contractor may have at any time arising out of or relating in any way to the Contract, except to the extent caused by the Town’s willful misconduct. Further, the parties agree that in no event shall the Town be liable for any loss of the Contractor’s business, revenues or profits, or special, consequential, incidental, indirect or punitive damages of any nature, even if the Town has been advised in advance of the possibility of such damages. This shall constitute the Town’s sole liability to the Contractor and the Contractor’s exclusive remedies against the Town. Except for the willful misconduct of the Town the Contractor shall indemnify, hold harmless and defend the Town and its Town Board, officers, employees, and agents from any liability, losses, costs, damages, claims, and obligations relating to or arising from the Contract. Without limiting the foregoing, the Contractor shall indemnify and hold harmless the Town, and its Town Board officers, employees, and agents from all liability, losses, costs, damages, claims, and obligations of any nature or kind, including attorneys’ fees, costs, and expenses, for infringement or use of any copyrighted or un-copyrighted composition, secret process, patented or unpatented invention, article or appliance, registered or unregistered trademark, service mark, or trade name, furnished or used in connection with the Contract. The Contractor, at its own expense, shall defend any action brought 4824-8919-3765.2 6 against the Town to the extent that such action is based upon a claim that the goods or services supplied by the Contractor or the operation of such goods or services infringes a patent, trademark, or copyright or violates a trade secret. The Contractor hereby agrees to defend, indemnify and save harmless the Town against any and all liabilities, loss, damage, detriment, suit, claim, demand, cost, charge, attorneys’ fees and expenses of whatever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason or in consequence of the carrying out of any of the provisions or requirements of the Contract, where such loss or expense is incurred directly or indirectly by the Town, its employees or agents, as a result of the negligent act or omission, breach, or fault of the Contractor, its agents, employees or permitted subcontractors. If a claim or action is made or brought against the Town and for which the Contractor may be responsible hereunder in whole or in part, then the Contractor shall be notified and shall be required to handle or pay for the handling of the portion of the claim for which the Contractor is responsible as a result of this section. 8. INSURANCE REQUIREMENTS. The Contractor shall procure and maintain at its own expense until final completion of the work or services covered by the Contract, insurance for liability for damages imposed by law of the kinds and in the amounts hereinafter provided, issued by insurance companies authorized to do business in the State of New York, covering all operations under the Contract whether performed by the Contractor or by his/her/its subcontractors. The Town of Irondequoit must be named as Certificate Holder and Additional Insured on a primary and non contributory basis on all policies. Within ten (10) days after notice of award, the Contractor shall furnish to the Town evidence of insurance in a form satisfactory to the Town Attorney showing that he/she/its has complied with all insurance requirements set forth herein, such evidence shall provide that the policies shall not be changed or cancelled until thirty (30) days written notice has been given to the Town. Please note, a certificate of insurance alone is not sufficient as proof of the Town covered as Certificate Holder and an Additional Insured. A policy endorsement from the Contractor’s carrier is required. Except for workers’ compensation insurance, no insurance required herein shall contain any exclusion of municipal operations performed in connection with the Contract. These requirements shall survive the expiration and termination of this Contract. The kinds and amounts of insurance are as follows: A. WORKERS’ COMPENSATION AND DISABILITY INSURANCE: The Contractor must request and complete a waiver form and furnish the Town with an original, if it is not required to carry workers’ compensation and or disability insurance. Otherwise, the Contractor shall maintain statutory workers’ compensation and disability insurance coverage as required by law. B. BUSINESS LIABILITY INSURANCE: The Contractor shall procure and maintain an insurance policy covering the liability for damages imposed by law upon the Contractor with respect to all work performed by it and any employee, agent or permitted subcontractor under the Contract. All of the following coverage shall be included: • Comprehensive Form • Business Liability Insurance covering the Hold Harmless Provision • Broad Form Property Damage • Independent Contractors • Personal Injury • Products and Completed Operations Coverage must be written by an insurance company lawfully authorized to do business in New York State. Such insurance coverage will protect the Contractor from all which may arise out of or result from the Contractor’s operations or those of its employees, agents or authorized 4824-8919-3765.2 7 subcontractors under the Contract and for which the Contractor may be legally liable, including without limitation, the following: 1. Claims for damages because of bodily injury, occupational sickness or disease, or death of any person other than the Contractor’s employees. 2. Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from. 3. Claims for damages because of bodily injury, death or property damage arising out of ownership, maintenance or use of a motor vehicle. 4. Claims involving contractual liability insurance applicable to the Contractor’s obligations contained herein. 9. RELATIONSHIP OF PARTIES. With regard to performance under the Contract, the Contractor is an independent contractor and not an officer, agent, partner, joint venture partner, or employee of the Town. The Contractor shall not, at any time or in any manner, represent that it or any of its agents or employees is in any manner an agent or employee of the Town. 10. TOWN REPRESENTATIVE. The Town Supervisor or his/her designee shall represent the Town in the implementation of the Contract. 11. SEVERABILITY; GOVERNING LAW. The invalidity of any portion of the Contract shall not affect the remainder thereof, which shall remain in effect to the extent permitted by law. The Contract shall be deemed to have been executed and delivered within the State of New York, and the rights and obligations of the parties hereunder, and any action arising from or relating to the Contract, shall be construed and enforced in accordance with, and governed by, the laws of the State of New York or United States law, without giving effect to conflict of laws principles. Any action or proceeding arising out of or relating to the Contract shall be brought in the County of Monroe, State of New York, and each party hereto irrevocably consents to such jurisdiction and venue, and waives any claim of inconvenient forum. 12. EQUAL OPPORTUNITY EMPLOYER. The Contractor, in the execution of the Contract, certifies that it is an equal employment opportunity employer. 13. BOARD AUTHORIZATION. The effectiveness of the Contract is expressly conditioned upon the express approval and ratification by the Town Board of the Town of Irondequoit. 14. ATTORNEYS’ FEES AND COSTS. If either party shall bring any action or proceeding against the other party arising from or relating to the Contract, each party shall bear its own attorneys’ fees and costs, regardless of which party prevails. 15. AMENDMENTS. The Contract may be amended only in a writing signed by both parties. If there is a conflict between the terms that are set forth in the Contract and these Standard Terms & Conditions for Town of Irondequoit Contracts, the provisions of these Terms & Conditions for Town of Irondequoit Contracts set forth herein will control. 4824-8919-3765.2 8 LIFESPAN OF GREATER ROCHESTER, INC. TOWN OF IRONDEQUOIT By: By: Ann Marie Cook, President and CEO David A. Seeley, Supervisor Resolution No. 2021-____ EXTRACT OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING AN AGREEMENT WITH LIFESPAN OF GREATER ROCHESTER, INC. FOR TRANSPORTATION SERVICES TO THE ELDERLY AS APPROVED THROUGH THE COMMUNITY DEVELOPMENT BLOCK GRANT DURING AUGUST 1, 2021 THROUGH JULY 31, 2022 At a regular 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 20th day of July, 2021 at 7:00 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 to the Town Town Board Member______________offered the following resolution and moved its adoption: WHEREAS, it is necessary to secure the services of the Lifespan of Greater Rochester, Inc. to provide transportation services to elderly residents of the Town; and WHEREAS, the Lifespan of Greater Rochester, Inc. has submitted a proposal for the twelve (12) month period from August 1, 2021 through July 31, 2022 in the amount of $17,693; and WHEREAS, Lifespan’s program was part of the Irondequoit 2021 Community Development Block Grant Program adopted by the Town Board pursuant to Resolution 2021-111; and WHEREAS, funding for this service is available in the Community Development Block Grant as a public service program expense. NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes the Supervisor to enter into an agreement with the Lifespan of Greater Rochester, Inc. for transportation services to elderly residents of Irondequoit as approved through the Community Development Block Grant during the grant period from August 1, 2021 through July 31, 2022 in the amount of $17,693. 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_________________ 1 AGREEMENT BETWEEN THE TOWN OF IRONDEQUOIT AND LIFESPAN OF GREATER ROCHESTER INC. This is an Agreement entered into on the ____ day of ______________, 2021, between the Town of Irondequoit, a municipal corporation having offices at 1280 Titus Avenue, Rochester, New York 14617, on behalf of the Community Development Block Grant Program (hereinafter referred to as the “CDBG”), and Lifespan of Greater Rochester Inc., having offices at 1900 South Clinton Avenue, Rochester, New York 14618 (hereinafter referred to as “Lifespan”). WHEREAS, the primary objective of the CDBG program is the development of viable urban communities by providing good housing and a suitable living environment, and by expanding economic opportunities, principally for low- and moderate-income persons; and WHEREAS, by definition under the CDBG, senior citizens are considered to be persons of low or moderate income; and WHEREAS, Lifespan has extensive experience in providing specialized transportation services; NOW THEREFORE, in consideration of the terms and conditions herein, it is hereby agreed by and between the parties as follows: Lifespan agrees to provide non-emergency group transportation services to persons age 60 years and older who reside in the Town of Irondequoit that are unable to drive or take public transit. Rides can be booked seven (7) days a week with most providers that offer weekend transportation; however the IRide mobility manager service is only available Monday through Friday during normal business hours. Reservations are required for all discounted trips. The program provides services to destinations within Monroe County for the following purposes: non-emergency medical appointments, physical therapy, visits to nursing homes, grocery shopping, and to other destinations for social outings. In order to be eligible, riders must be residents of the Town of Irondequoit to receive the CDBG subsidy; the mobility manager will help residents to determine if additional fare reductions may be applicable by other funders. Riders would receive a CDBG subsidy, payable directly to the provider they use, for the first eight (8) one-way rides a month for routine medical appointments, grocery trips, visits to nursing homes and social outings; and a subsidy for up to twenty-five (25) one-way rides if the need is for chronic medical treatments such as dialysis, chemotherapy, radiation, physical therapy and similar treatments. This will ensure that limited Town funds will not be depleted quickly and that priority needs can be addressed. 1. Lifespan will provide transportation services through its travel partners under this Agreement and will seek reimbursement from the Irondequoit CDBG at a rate of eight dollars ($8.00) per trip up to a total of one thousand (1,000) individual trips. Lifespan will control the quantity and quality of the transportation services to be provided by this Agreement. Lower-income older adults participating the program will obtain increased 2 travel subsidies, in some cases resulting in no fare, through use of Medical Motor Service, one of the travel partners of IRide coordinated by Lifespan. 2. The CDBG agrees to pay Lifespan for the services set forth herein the total sum not to exceed seventeen thousand six hundred ninety-three dollars ($17,693.00). Such sum shall be paid to Lifespan according to monthly invoices for services rendered as submitted by Lifespan. 3. The CDBG further agrees to reimburse Lifespan for administrative costs for insurance for the services provided pursuant to this Agreement and CDBG-related accounting expenses, provided such costs are included within the seventeen thousand six hundred ninety three dollars ($17,693.00) maximum annual grant set forth in Section 2, above. 4. Lifespan agrees to provide statistical information related to the monthly invoices as requested by the CDBG. 5. The term of this Agreement will be from August 1, 2021, through July 31, 2022. Lifespan hereby acknowledges that the funds provided by the CDBG under this Agreement result from a contract between the CDBG and the United States Department of Housing and Urban Development under the Community Development Act of 1974. As the indirect recipient through this contract of funds from the United States Department of Housing and Urban Development, Lifespan agrees to comply fully with and to cooperate fully with the CDBG in its efforts to comply with the terms and requirements of the Federal Single Audit Act of 1984, as the same may be amended from time to time (the “Act”). Lifespan shall, upon request of the CDBG, provide the CDBG such documentation, records, information and data and respond to such inquiries as the CDBG may deem necessary or appropriate and shall fully cooperate with independent auditors to have access and to examine and copy all records, documents, reports, and financial statements as may be necessary to comply or to assure or monitor compliance with the Act, the Circulars and such other circulars, interpretations, opinions, rules or regulations as may, from time to time, be issued or promulgated pursuant to or in connection with the Act. Lifespan agrees that the CDBG or any of its duly authorized representatives, including HUD, may inspect and audit all records, books, papers and documents associated with this Agreement and further agrees to maintain for a period of five (5) consecutive years following the termination of this Agreement all records, reports and other documentation arising out of the performance of this Agreement. The parties hereby acknowledge and agree that the Standard Terms & Conditions for Town of Irondequoit Contracts attached hereto are hereby incorporated by reference in their entirety and made a part of this Agreement. NONDISCRIMINATION: Lifespan specifically agrees that it will carry out its work and obligations under the terms of this Agreement pursuant to the provisions of Title VI of the Civil 3 Rights Act of 1964 and Title VIII of the Civil Rights Act of 1968, which acts prohibit discrimination on the basis of race, creed, sex, familial status, age, handicap or national origin. MMS agrees to administer the Agreement in accordance with the provisions of the Americans With Disabilities Act of 1990, Section 504 of the Rehabilitation Act of 1973, as amended, and Section 109 of the Housing and Community Development Act of 1974, as amended, which acts prohibit discrimination against persons with disabilities under any program or activity receiving Federal financial assistance. MMS further agrees to abide by the provisions of Article 15 (§§290-302) of the Executive Law of the State of New York with respect to unlawful discriminatory practices. Such provisions of law are incorporated into this Agreement as if set forth herein in full. 4 IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first written above. TOWN OF IRONDEQUOIT By: David A. Seeley, Supervisor LIFESPAN OF GREATER ROCHSTER INC. By: Ann Marie Cook President/CO STATE OF NEW YORK ) COUNTY OF MONROE ) SS: On this __ day of _______, 2020, before me personally came David A. Seeley, to me known, who being by me duly sworn, did depose and say that he resides in the Town of Irondequoit, Monroe County, New York, that he is the Supervisor of the Town of Irondequoit, the municipal corporation described in and which executed the above instrument; and that he signed his name to the foregoing instrument by virtue of the authority vested in him by the laws of the State of New York and the local laws and ordinances of the Town of Irondequoit. Notary Public STATE OF NEW YORK ) COUNTY OF MONROE ) SS: On this __ day of _______, 2020, before me personally came Ann Marie Cook, to me known, who duly sworn, did depose and say that she resides in Monroe County, New York; that she is the President/CEO of Lifespan of Greater Rochester Inc., the corporation described in and which executed the foregoing instrument; that she signed her name thereto by order of the Board of Directors. Notary Public 5 ATTACHMENT A STANDARD TERMS & CONDITIONS FOR TOWN OF IRONDEQUOIT CONTRACTS The Contractor agrees to be bound by the following clauses, which are hereby made a part of the contract dated ______________________, (“Contract”). As used herein, the word “Contractor” herein refers to the Lifespan of Greater Rochester, Inc., and the word “Town” herein refers to the Town of Irondequoit. SERVICES. The Contractor shall perform the Services set forth in the Contract (“Scope of Work”). TERM OF AGREEMENT. The Contract shall be for the period from August 1, 2021, through July 31, 2022, unless sooner terminated pursuant to the terms hereof. NON-ASSIGNMENT CLAUSE. The Contract may not be assigned by the Contractor without the Town’s written consent. FEES. The Town shall pay the Contractor the fees set forth in Section 2 of the Contract. Payment shall be made by the Town’s Accounts Payable Office upon submittal of invoice(s) approved by the Comptroller, or her designee. EXPENSES. If permits, governmental approvals or licensing is required to perform the services provided, the Contractor agrees to apply for and obtain, at its cost and expenses such permits, approvals, or licenses. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. FEDERAL EMPLOYER IDENTIFICATION NUMBER. The Contractor agrees to file an IRS form W-9 with the Town prior to the commencement of the Contract. Supply of such form is a condition precedent to the payment by the Town of any sums owed pursuant to the Contract. All invoices or Town of Irondequoit standard vouchers submitted for payment for the sale of goods or services or the lease of real or personal property to the Comptroller of the Town must include the payee’s identification number. The number is the payee’s federal Employer Identification Number (EIN). Failure to include this number may delay payment. WAIVER OF DAMAGES; INDEMNITY. The Contractor hereby waives and releases the Town from any claims the Contractor may have at any time arising out of or relating in any way to the Contract, except to the extent caused by the Town’s willful misconduct. Notwithstanding the foregoing, the parties agree that in no event shall the Town be liable for any loss of the Contractor’s business, revenues or profits, or special, consequential, incidental, indirect or punitive damages of any nature, even if the Town has been advised in advance of the possibility of such damages. This shall constitute the Town’s sole liability to the Contractor and the Contractor’s exclusive remedies against the Town. Except for the sole negligence or willful misconduct of the Town the Contractor shall indemnify, hold harmless and defend the Town and its Town Board, officers, employees, and agents from any liability, losses, costs, damages, claims, and obligations relating to or arising from the Contract. Without limiting the foregoing, the Contractor shall indemnify and hold harmless the Town, and its Town Board officers, employees, and agents from all liability, losses, costs, damages, claims, and obligations of any nature or kind, including attorneys’ fees, costs, and expenses, for infringement or use of any copyrighted or un-copyrighted composition, secret process, patented or unpatented invention, article or appliance, registered or unregistered trademark, service mark, or trade name, furnished or used in connection with the Contract. The Contractor, at its own expense, shall defend any action brought against the Town to the extent that such action is based upon a claim 6 that the goods or services supplied by the Contractor or the operation of such goods or services infringes a patent, trademark, or copyright or violates a trade secret. The Contractor hereby agrees to defend, indemnify and save harmless the Town against any and all liabilities, loss, damage, detriment, suit, claim, demand, cost, charge, attorneys’ fees and expenses of whatever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason or in consequence of the carrying out of any of the provisions or requirements of the Contract, where such loss or expense is incurred directly or indirectly by the Town, its employees or agents, as a result of the negligent act or omission, breach, or fault of the Contractor, its agents, employees or permitted subcontractors. If a claim or action is made or brought against the Town and for which the Contractor may be responsible hereunder in whole or in part, then the Contractor shall be notified and shall be required to handle or pay for the handling of the portion of the claim for which the Contractor is responsible as a result of this section. INSURANCE REQUIREMENTS. The Contractor shall procure and maintain at its own expense until final completion of the work or services covered by the Contract, insurance for liability for damages imposed by law of the kinds and in the amounts hereinafter provided, issued by insurance companies authorized to do business in the State of New York, covering all operations under the Contract whether performed by the Contractor or by his/her/its subcontractors. The Town of Irondequoit must be named as Certificate Holder and Additional Insured on a primary and noncontributory basis on all policies. Within ten (10) days after notice of award, the Contractor shall furnish to the Town evidence of insurance in a form satisfactory to the Town Attorney showing that he/she/its has complied with all insurance requirements set forth herein, such evidence shall provide that the policies shall not be changed or cancelled until thirty (30) days’ written notice has been given to the Town. Please note, a certificate of insurance alone is not sufficient as proof of the Town covered as Certificate Holder and an Additional Insured. A policy endorsement from the Contractor’s carrier is required. Except for workers’ compensation insurance, no insurance required herein shall contain any exclusion of municipal operations performed in connection with the Contract. These requirements shall survive the expiration and termination of this Contract. The kinds and amounts of insurance are as follows: A. WORKERS’ COMPENSATION AND DISABILITY INSURANCE: The Contractor must request and complete a waiver form and furnish the Town with an original, if it is not required to carry workers’ compensation and or disability insurance. Otherwise, the Contractor shall maintain statutory workers’ compensation and disability insurance coverage as required by law. B. BUSINESS LIABILITY INSURANCE: The Contractor shall procure and maintain an insurance policy covering the liability for damages imposed by law upon the Contractor with respect to all work performed by it and any employee, agent or permitted subcontractor under the Contract. All of the following coverage shall be included: Comprehensive Form Business Liability Insurance covering the Hold Harmless Provision Broad Form Property Damage Independent Contractors Personal Injury Products and Completed Operations Coverage must be written by an insurance company lawfully authorized to do business in New York State. Such insurance coverage will protect the Contractor from all which may arise out of or result from the Contractor’s operations or those of its employees, agents or authorized 7 subcontractors under the Contract and for which the Contractor may be legally liable, including without limitation, the following: 1. Claims for damages because of bodily injury, occupational sickness or disease, or death of any person other than the Contractor’s employees. 2. Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from. 3. Claims for damages because of bodily injury, death or property damage arising out of ownership, maintenance or use of a motor vehicle. 4. Claims involving contractual liability insurance applicable to the Contractor’s obligations contained herein. RELATIONSHIP OF PARTIES. With regard to performance under the Contract, the Contractor is an independent contractor and not an officer, agent, partner, joint venture partner, or employee of the Town. The Contractor shall not, at any time or in any manner, represent that it or any of its agents or employees is in any manner an agent or employee of the Town. TOWN REPRESENTATIVE. The Town Supervisor or his/her designee shall represent the Town in the implementation of the Contract. SEVERABILITY; GOVERNING LAW. The invalidity of any portion of the Contract shall not affect the remainder thereof, which shall remain in effect to the extent permitted by law. The Contract shall be deemed to have been executed and delivered within the State of New York, and the rights and obligations of the parties hereunder, and any action arising from or relating to the Contract, shall be construed and enforced in accordance with, and governed by, the laws of the State of New York or United States law, without giving effect to conflict of laws principles. Any action or proceeding arising out of or relating to the Contract shall be brought in the County of Monroe, State of New York, and each party hereto irrevocably consents to such jurisdiction and venue, and waives any claim of inconvenient forum. EQUAL OPPORTUNITY EMPLOYER. The Contractor, in the execution of the Contract, certifies that it is an equal employment opportunity employer. BOARD AUTHORIZATION. The effectiveness of the Contract is expressly conditioned upon the express approval and ratification by the Town Board of the Town of Irondequoit. ATTORNEYS’ FEES AND COSTS. If either party shall bring any action or proceeding against the other party arising from or relating to the Contract, each party shall bear its own attorneys’ fees and costs, regardless of which party prevails. AMENDMENTS. The Contract may be amended only in a writing signed by both parties. If there is a conflict between the terms that are set forth in the Contract and these Standard Terms & Conditions for Town of Irondequoit Contracts, the provisions of these Terms & Conditions for Town of Irondequoit Contracts set forth herein will control. 8 LIFESPAN OF GREATER ROCHESTER INC. TOWN OF IRONDEQUOIT By: By: Ann Marie Cook, President/CEO David A. Seeley, Supervisor Resolution No. 2021-_____ EXTRACT OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING AN AGREEMENT WITH THE HOUSING COUNCIL AT PATHSTONE FOR HOUSING COUNSELING SERVICES TO LOW- AND MODERATE-INCOME RESIDENTS AS APPROVED THROUGH THE COMMUNITY DEVELOPMENT BLOCK GRANT DURING AUGUST 1, 2021 THROUGH JULY 31, 2022 At a regular 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 20th day of July 2021 at 7:00 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 to the Town Town Board Member___________offered the following resolution and moved its adoption: WHEREAS, it is necessary to secure the services of the Housing Council at PathStone to provide a comprehensive program of services pertaining to housing and home ownership to low- and moderate-income residents of the Town; and WHEREAS, the Housing Council at PathStone has submitted a proposal for the twelve (12) month period from August 1, 2021 through July 31, 2022 for the total amount of $24,000; and WHEREAS, the Housing Council at PathStone’s program was part of the Irondequoit 2020 Community Development Block Grant Program adopted by the Town Board pursuant to Resolution 2021-111; and WHEREAS, funding for this service is available in the Community Development Block Grant as a public service program expense. NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes the Supervisor to enter into an agreement with the Housing Council at PathStone for services pertaining to housing and home ownership to low- and moderate-income residents of Irondequoit as approved through the Community Development Block Grant during the grant period from August 1, 2021 through July 31, 2022 in the amount of $24,000. 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 Freeman voting_________________ Town Board Member Perticone voting_________________ Town Board Member Romeo voting_________________ Town Supervisor Seeley voting_________________ AGREEMENT between THE TOWN OF IRONDEQUOIT and THE HOUSING COUNCIL at PathStone August 1, 2021 – July 31, 2022 1 AGREEMENT This Agreement, made this ___ day of ___________, 2021, by and between the Town of Irondequoit, a municipal corporation with offices at 1280 Titus Avenue, Rochester, New York, 14617 (hereinafter referred to as the “TOWN”), and The Housing Council at Pathstone, 75 College Avenue, 4th floor, Rochester, New York, 14607 (hereinafter referred to as the “CONTRACTOR”). WITNESS: WHEREAS, under Title I of the Housing and Community Development Act of 1974 (hereinafter “Act”), the Secretary of United States Department of Housing and Urban Development (hereinafter “HUD”) is authorized to make grants to units of general and local government to help finance community development programs; and WHEREAS, there exists statutory authority under the laws of the State of New York for units of general local government to undertake a community development program in a form approved by HUD; and WHEREAS, HUD has approved such a program for implementation pursuant to the terms of the Act; and WHEREAS, the TOWN desires to provide qualifying low- and moderate-income residents with a comprehensive program of services, counseling, information provision, referral and technical assistance related to housing; and WHEREAS, the CONTRACTOR has demonstrated the capability of devising and implementing such programs and undertaking such services. NOW, THEREFORE, it is mutually covenanted and agreed by and between the parties hereto as follows: I. OBLIGATIONS OF THE CONTRACTOR: A. Scope of Services. 1. The CONTRACTOR will provide foreclosure prevention services for up to twenty-four (24) low- and moderate-income Town of Irondequoit homeowners with conventional, FHA and VA delinquent mortgages. The CONTRACTOR will perform a search of titles of every Foreclosure Prevention client in the Monroe County Clerk’s office after one full year to determine the client’s long-term ability to maintain negotiated agreements and the viability of repayment agreements negotiated by the CONTRACTOR. The CONTRACTOR will analyze foreclosures of all Monroe County residential mortgage loans. 2. The CONTRACTOR will provide counseling services to up to four (4) HECM borrowers residing in the TOWN. 2 3. The CONTRACTOR will research 90-day notices on a quarterly basis and provide to the TOWN to reach residents in mortgage default. 4. The CONTRACTOR will increase outreach and marketing efforts through mailings, attending events in the TOWN and advertising. 5. The CONTRACTOR will provide Housing Hotline counseling services for property owners residing in the TOWN as requested by those residents. 6. Copies of the Rental Registry will be available to residents of the TOWN upon request and on the Housing Council website. B. Reporting. CONTRACTOR agrees to submit to the TOWN monthly reports and a cumulative final report describing activities and services performed by the CONTRACTOR, identifying project status and accomplishments and tabulating the number of persons assisted by income, gender, race and ethnic characteristics and current census tract of residence. CONTRACTOR will also indicate for informational purposes the total number of TOWN households assisted by CONTRACTOR beyond this Agreement and funded by HUD under CONTRACTOR’s HUD Comprehensive Housing Counseling contract. The cumulative final report will be submitted no later than 30 calendar days after the termination of this Agreement. CONTRACTOR further agrees to report quarterly the number of clients counseled and the disposition of each case. At the end of the program year, the CONTRACTOR will provide a “Final Report of Activities,” presenting aggregate production under this contract and all other existing contracts. II. COMPENSATION: It is agreed that the TOWN shall pay the CONTRACTOR for the services contained herein the total sum of Twenty-four Thousand and 00/100 Dollars ($24,000.00). Such sum shall be paid to CONTRACTOR in twelve (12) equal monthly installments of Two Thousand and 00/100 Dollars ($2,000.00). III. TERM: The term of service under this Agreement shall be for twelve (12) consecutive months commencing August 1, 2021 and terminating July 31, 2022. IV. COMPLIANCE WITH GRANT AGREEMENT: CONTRACTOR agrees to adhere to all terms and conditions of this Agreement. CONTRACTOR further agrees that all activities performed under this Agreement will be performed consistent with the requirements of Community Development Block Grant Regulations (24 CFR Part 570), and all other applicable government regulations. 3 V. COMPLIANCE WITH FEDERAL REQUIREMENTS: As the indirect recipient through this Agreement of funds from the United States Department of Housing and Urban Development, CONTRACTOR agrees to comply fully with, and to cooperate fully with the TOWN in its efforts to comply with the terms and requirements of the Federal Single Audit Act of 1984, as the same may be amended from time to time (the “Act”). CONTRACTOR agrees to perform or cause to have performed all examinations and audits, to retain all documents and records and otherwise to take or cause to have taken such other action as may be required pursuant to the Act, OMB Circulars A-128, A-110 and A-133 issued by the Office of Management and Budget of the United States (collectively, the “Circulars”), to the extent applicable, and such other circulars, interpretations, opinions, rules or regulations as may, from time to time, be issued or promulgated pursuant to or in connection with the Act. CONTRACTOR also agrees that, promptly upon completion, one (1) copy of all such examinations or audits shall be delivered to the TOWN. Furthermore, CONTRACTOR shall, upon request of the TOWN, provide the TOWN such documentation, records, information and data and respond to such inquiries as the TOWN may deem necessary or appropriate and shall fully cooperate with independent auditors to have access and to examine and copy all records, documents, reports, and financial statements as may be necessary to comply or to assure or monitor compliance with the Act, the Circulars and such other circulars, interpretations, opinions, rules or regulations as may, from time to time, be issued or promulgated pursuant to or in connection with the Act. VI. ASSET DISPOSITION: In the event that CONTRACTOR will purchase assets with a unit acquisition cost of $1,000 or greater (nonexpendable property), in whole or in part, with the funds from this Agreement, CONTRACTOR agrees that the use and disposition of the property will be governed by the property management standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards at 2 CFR part 200 (the “Uniform Requirements”). Generally, such assets shall be returned, or other compensation made, to the TOWN when the property is no longer needed in the project or program for which it was provided. VII. PROHIBITION AGAINST DISCRIMINATION: CONTRACTOR hereby acknowledges that the funds provided by the TOWN under this Agreement result from a contract between the TOWN and the United States Department of Housing and Urban Development under the Community Development Act of 1974. CONTRACTOR specifically agrees that it will carry out its work and obligations under the terms of this Agreement pursuant to the provisions of Title VI of the Civil Rights Act of 1964 and Title VIII of the Civil Rights Act of 1968, which acts prohibit discrimination on the basis of race, creed, sex, familial status, age, handicap or national origin. CONTRACTOR agrees to 4 administer the Program in accordance with the provisions of the Americans With Disabilities Act of 1990, Section 504 of the Rehabilitation Act of 1973, as amended, and Section 109 of the Housing and Community Development Act of 1974, as amended, which acts prohibit discrimination against persons with disabilities under any program or activity receiving Federal financial assistance. CONTRACTOR further agrees to abide by the provisions of Article 15 (§§290-302) of the Executive Law of the State of New York with respect to unlawful discriminatory practices. Such provisions of law are incorporated into this Agreement as if set forth herein in full. VIII. INSPECTION OF RECORDS: CONTRACTOR agrees that the TOWN or any of its duly authorized representatives, including HUD, may inspect and audit all records, books, papers and documents associated with this Agreement and further agrees to maintain for a period of five (5) consecutive years following the termination of this Agreement all records, reports and other documentation arising out of the performance of this Agreement. IX. SUSPENSION AND TERMINATION: The TOWN may suspend or terminate the work of CONTRACTOR in whole or in part under this Agreement whenever CONTRACTOR shall default in the performance of this Agreement in accordance with its terms and shall fail to cure or diligently begin to cure such default within a period of ten (10) calendar days (or such longer time as the TOWN may allow) after delivery by the TOWN to CONTRACTOR of a notice specifying the default. Termination or suspension shall be effected by written notice to CONTRACTOR and shall be effective immediately. CONTRACTOR shall be paid in full for all work performed until the date of termination provided that the TOWN may deduct from any funds due to CONTRACTOR any reasonable cost incurred by the TOWN as a result of CONTRACTOR’s default. Default by CONTRACTOR may result in the prohibition of the CONTRACTOR from entering any future Agreements with the TOWN or from acting as a sub-grantee of the TOWN for the purpose of carrying out the Community Development Program. In addition to the foregoing, this Agreement may be terminated for convenience in accordance with the Uniform Requirements. X. PROHIBITION AGAINST ASSIGNMENT: CONTRACTOR agrees that it is prohibited from assigning, transferring, conveying or otherwise disposing of this Agreement or any of its contents, or of its right, title or interest therein, or of its power to execute such contract to any other person or corporation without the previous written consent of the TOWN. XI. WORKERS COMPENSATION & DISABILITY BENEFIT LAWS: CONTRACTOR certifies that it is in compliance with the New York Workers’ Compensation and Disability Benefits Law, and certificates evidencing compliance therewith are attached. 5 XII. CONTRACT DEEMED EXECUTORY: CONTRACTOR specifically agrees that this Agreement shall be deemed executory only to the extent of monies available for the purpose of this Agreement and that no liability for services performed under this Agreement shall be incurred by the TOWN beyond the monies available for the said purpose. XIII. EXTENT OF AGREEMENT: This Agreement and the Standard Terms & Conditions for Town of Irondequoit Contracts constitute the entire and integrated Agreement between and among the parties hereto and supersedes any and all prior negotiations, agreements and conditions, whether written or oral. Any modification or amendment to this Agreement shall be void unless it is in writing and subscribed by the party to be charged or by his authorized agent. XIV. STATUS AS INDEPENDENT CONTRACTOR: The CONTRACTOR, in accordance with its status as an independent contractor, covenants and agrees that it will conduct itself consistent with such status, that it will neither hold itself out as, nor claim to be, an officer or employee of the TOWN by reason hereof, make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the TOWN, including, but not limited to Workers’ Compensation Coverage, Unemployment Insurance benefits, Social Security coverage or retirement membership or credit. XV. LAW: This Agreement shall be governed by and under the laws of the State of New York. XVI. SEVERABILITY: If any provision of this Agreement is held invalid by a court of law, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to laws of the State of New York. XVII. HOLD HARMLESS: CONTRACTOR shall indemnify and save the TOWN harmless from and against any and all claims, liabilities and errors or omissions of CONTRACTOR, its partners, offices, agents or employees. CONTRACTOR shall defend all such lawsuits in the name of the TOWN, commenced in connection with the aforesaid acts, etc. when applicable, and shall pay all costs and judgments which shall issue therefrom; provided, however, that CONTRACTOR shall not indemnify the TOWN from its own negligence, errors or omissions or those of its agents, officers and employees. 6 XVIII. PROHIBITIONS: A. CONTRACTOR agrees that no amount of funds provided under this Agreement will be used directly or indirectly for any partisan political activity, or to further the election or defeat of any candidate for public office. B. CONTRACTOR agrees that no amount of funds provided under this Agreement will be used directly or indirectly for publicity or lobbying purposes designed to support or defeat legislation pending before the United States Congress, the Legislature of the State of New York, the Monroe County Legislature or the Irondequoit Town Council. Notwithstanding the above, nothing contained herein shall prohibit CONTRACTOR from developing and forwarding to appropriate officials’ specific recommendations for programs, regulations, and/or institutional arrangements which arise from the experience and findings of this program. C. CONTRACTOR agrees that no member, officer or employee of the CONTRACTOR will have any monetary interest in or derive monetary benefit directly or indirectly from any ensuing contract or subcontracts or proceeds thereof for work funded under this Agreement. XIX. STANDARD TERMS & CONDITIONS FOR TOWN OF IRONDEQUOIT CONTRACTS: The parties hereby acknowledge and agree that the Standard Terms & Conditions for Town of Irondequoit Contracts attached hereto are hereby incorporated by reference in their entirety and are made part of this Agreement. XX. AUTHORIZED AGENT: A. The TOWN hereby designates: Diana Marsh, Comptroller Town of Irondequoit, New York 1280 Titus Avenue. Rochester, NY 14617 B. The CONTRACTOR hereby designates: Susan Boss, Executive Director The Housing Council at Pathstone. 75 College Ave. 4th floor Rochester, NY 14607 or their authorized representatives in case of absence, as authorized agents of the TOWN and the CONTRACTOR respectively for the receipt of all notices, demands, vouchers, orders, permission, directions and other communications pursuant to this Agreement, if dispatched by registered or certified mail, postage pre-paid or delivered personally to the Authorized Agents 7 designated herein. The parties reserve the right to designate other or additional Authorized Agents upon written notice to the other. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. [Signature Page Follows] TOWN OF IRONDEQUOIT By: David A. Seeley, Supervisor STATE OF NEW YORK ) COUNTY OF MONROE ) SS: On this __ day of _______, 2021, before me personally came David A. Seeley, to me known, who being by me duly sworn, did depose and say that he resides in the Town of Irondequoit, Monroe County, New York, that he is the Supervisor of the Town of Irondequoit, the municipal corporation described in and which executed the above instrument; and that he signed his name to the foregoing instrument by virtue of the authority vested in him by the laws of the State of New York and the local laws and ordinances of the Town of Irondequoit. Notary Public THE HOUSING COUNCIL at PathStone By: Susan Boss, Executive Director STATE OF NEW YORK ) COUNTY OF MONROE )SS: On this __ day of _______, 2021, before me personally came Susan Boss, to me known, who duly sworn, did depose and say that she resides in Monroe County, New York; that she is 8 the Executive Director of The Housing Council at PathStone, the corporation described in and which executed the foregoing instrument; that she signed her name thereto by order of the Board of Directors. Notary Public 9 ATTACHMENT A STANDARD TERMS & CONDITIONS FOR TOWN OF IRONDEQUOIT CONTRACTS The Contractor agrees to be bound by the following clauses, which are hereby made a part of the contract dated __________________ (“Contract”). As used herein, the word “Contractor” herein refers to The Housing Council at PathStone, and the word “Town” herein refers to the Town of Irondequoit. 1. SERVICES. The Contractor shall perform the Services set forth in the Contract (“Scope of Work”). 2. TERM OF AGREEMENT. The Contract shall be for the period from August 1, 2021 through July 31, 2022, unless sooner terminated pursuant to the terms hereof. 3. NON-ASSIGNMENT CLAUSE. The Contract may not be assigned by the Contractor without the Town’s written consent. 4. FEES. The Town shall pay the Contractor the fees set forth in Section II. of the Contract. Payment shall be made by the Town’s Accounts Payable Office upon submittal of invoice(s) approved by the Comptroller, or her designee. 5. EXPENSES. If permits, governmental approvals or licensing is required to perform the services provided, the Contractor agrees to apply for and obtain, at its cost and expenses such permits, approvals, or licenses. 6. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. FEDERAL EMPLOYER IDENTIFICATION NUMBER. The Contractor agrees to file an IRS form W-9 with the Town prior to the commencement of the Contract. Supply of such form is a condition precedent to the payment by the Town of any sums owed pursuant to the Contract. All invoices or Town of Irondequoit standard vouchers submitted for payment for the sale of goods or services or the lease of real or personal property to the Comptroller of the Town must include the payee’s identification number. The number is the payee’s federal Employer Identification Number (EIN). Failure to include this number may delay payment. 7. WAIVER OF DAMAGES; INDEMNITY. The Contractor hereby waives and releases the Town from any claims the Contractor may have at any time arising out of or relating in any way to the Contract, except to the extent caused by the Town’s willful misconduct. Notwithstanding the foregoing, the parties agree that in no event shall the Town be liable for any loss of the Contractor’s business, revenues or profits, or special, consequential, incidental, indirect or punitive damages of any nature, even if the Town has been advised in advance of the possibility of such damages. This shall constitute the Town’s sole liability to the Contractor and the Contractor’s exclusive remedies against the Town. Except for the sole negligence or willful misconduct of the Town the Contractor shall indemnify, hold harmless and defend the Town and its Town Board, officers, employees, and agents from any liability, losses, costs, damages, claims, and obligations relating to or arising from the Contract. Without limiting the foregoing, the Contractor shall indemnify and hold harmless the Town, and its Town Board officers, employees, and agents from all liability, losses, costs, damages, claims, and obligations of any nature or kind, including attorneys’ fees, costs, and expenses, for infringement or use of any copyrighted or un-copyrighted composition, secret process, patented or unpatented invention, article or appliance, registered or unregistered trademark, service mark, or trade name, furnished or used in connection with the Contract. The Contractor, at its own expense, shall defend any action brought against the Town to the extent that such action is based upon a claim 10 that the goods or services supplied by the Contractor or the operation of such goods or services infringes a patent, trademark, or copyright or violates a trade secret. The Contractor hereby agrees to defend, indemnify and save harmless the Town against any and all liabilities, loss, damage, detriment, suit, claim, demand, cost, charge, attorneys’ fees and expenses of whatever kind or nature which the Town may directly or indirectly incur, suffer or be required to pay by reason or in consequence of the carrying out of any of the provisions or requirements of the Contract, where such loss or expense is incurred directly or indirectly by the Town, its employees or agents, as a result of the negligent act or omission, breach, or fault of the Contractor, its agents, employees or permitted subcontractors. If a claim or action is made or brought against the Town and for which the Contractor may be responsible hereunder in whole or in part, then the Contractor shall be notified and shall be required to handle or pay for the handling of the portion of the claim for which the Contractor is responsible as a result of this section. 8. INSURANCE REQUIREMENTS. The Contractor shall procure and maintain at its own expense until final completion of the work or services covered by the Contract, insurance for liability for damages imposed by law of the kinds and in the amounts hereinafter provided, issued by insurance companies authorized to do business in the State of New York, covering all operations under the Contract whether performed by the Contractor or by his/her/its subcontractors. The Town of Irondequoit must be named as Certificate Holder and Additional Insured on a primary and non contributory basis on all policies. Within ten (10) days after notice of award, the Contractor shall furnish to the Town evidence of insurance in a form satisfactory to the Town Attorney showing that he/she/its has complied with all insurance requirements set forth herein, such evidence shall provide that the policies shall not be changed or cancelled until thirty (30) days written notice has been given to the Town. Please note, a certificate of insurance alone is not sufficient as proof of the Town covered as Certificate Holder and an Additional Insured. A policy endorsement from the Contractor’s carrier is required. Except for workers’ compensation insurance, no insurance required herein shall contain any exclusion of municipal operations performed in connection with the Contract. These requirements shall survive the expiration and termination of this Contract. The kinds and amounts of insurance are as follows: A. WORKERS’ COMPENSATION AND DISABILITY INSURANCE: The Contractor must request and complete a waiver form and furnish the Town with an original, if it is not required to carry workers’ compensation and or disability insurance. Otherwise, the Contractor shall maintain statutory workers’ compensation and disability insurance coverage as required by law. B. BUSINESS LIABILITY INSURANCE: The Contractor shall procure and maintain an insurance policy covering the liability for damages imposed by law upon the Contractor with respect to all work performed by it and any employee, agent or permitted subcontractor under the Contract. All of the following coverage shall be included: Comprehensive Form Business Liability Insurance covering the Hold Harmless Provision Broad Form Property Damage Independent Contractors Personal Injury Products and Completed Operations Coverage must be written by an insurance company lawfully authorized to do business in New York State. Such insurance coverage will protect the Contractor from all which may arise out of or result from the Contractor’s operations or those of its employees, agents or authorized 11 subcontractors under the Contract and for which the Contractor may be legally liable, including without limitation, the following: 1. Claims for damages because of bodily injury, occupational sickness or disease, or death of any person other than the Contractor’s employees. 2. Claims for damages because of injury to or destruction of tangible property, including loss of use resulting there from. 3. Claims for damages because of bodily injury, death or property damage arising out of ownership, maintenance or use of a motor vehicle. 4. Claims involving contractual liability insurance applicable to the Contractor’s obligations contained herein. 9. RELATIONSHIP OF PARTIES. With regard to performance under the Contract, the Contractor is an independent contractor and not an officer, agent, partner, joint venture partner, or employee of the Town. The Contractor shall not, at any time or in any manner, represent that it or any of its agents or employees is in any manner an agent or employee of the Town. 10. TOWN REPRESENTATIVE. The Town Supervisor or his/her designee shall represent the Town in the implementation of the Contract. 11. SEVERABILITY; GOVERNING LAW. The invalidity of any portion of the Contract shall not affect the remainder thereof, which shall remain in effect to the extent permitted by law. The Contract shall be deemed to have been executed and delivered within the State of New York, and the rights and obligations of the parties hereunder, and any action arising from or relating to the Contract, shall be construed and enforced in accordance with, and governed by, the laws of the State of New York or United States law, without giving effect to conflict of laws principles. Any action or proceeding arising out of or relating to the Contract shall be brought in the County of Monroe, State of New York, and each party hereto irrevocably consents to such jurisdiction and venue, and waives any claim of inconvenient forum. 12. EQUAL OPPORTUNITY EMPLOYER. The Contractor, in the execution of the Contract, certifies that it is an equal employment opportunity employer. 13. BOARD AUTHORIZATION. The effectiveness of the Contract is expressly conditioned upon the express approval and ratification by the Town Board of the Town of Irondequoit. 14. ATTORNEYS’ FEES AND COSTS. If either party shall bring any action or proceeding against the other party arising from or relating to the Contract, each party shall bear its own attorneys’ fees and costs, regardless of which party prevails. 15. AMENDMENTS. The Contract may be amended only in a writing signed by both parties. If there is a conflict between the terms that are set forth in the Contract and these Standard Terms & Conditions for Town of Irondequoit Contracts, the provisions of these Terms & Conditions for Town of Irondequoit Contracts set forth herein will control. 12 THE HOUSING COUNCIL at PathStone TOWN OF IRONDEQUOIT By: By: Susan Boss, Executive Director David A. Seeley, Supervisor Resolution No. 2021- EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING GRANT APPLICATION FROM THE JUSTICE COURT ASSISTANCE PROGRAM At the regular 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 20th day of July 2021, at 7:00 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 Irondequoit Town Court is located in the Town of Irondequoit; and WHEREAS, the Irondequoit Town Court intends to request grant funding and/or supplies from the 2021/2022 Justice Court Assistance Program; and WHEREAS, the Justice Court Assistance Program Grants require no cost-share or financial contribution from the Town of Irondequoit; and WHEREAS, the Justice Court Assistance Program application requires a resolution of the Town Board authorizing the application. NOW, THEREFORE, BE IT RESOLVED, that the Town Board authorizes the application to be submitted to the Justice Court Assistance Program by the Irondequoit Town Court for funding and/or supplies for an amount not to exceed $30,000. AND FURTHER BE IT RESOLVED, that any goods or services will be used only in accordance with the rules and regulations governing the Justice Court Assistance Program and that any goods and/or services purchased with JCAP funds will be obtained in accordance with acceptable procurement practices established by the governing municipality and that no funds awarded pursuant to this application shall be used to compensate justices or non-judicial staff or to reduce or otherwise supplant funding provided by the Town of Irondequoit to its Justice Court. This resolution shall take effect immediately upon adoption. 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. 2021- EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING ATTENDANCE TO THE NEW YORK STATE MAGISTRATE ANNUAL CONFERENCE At the regular 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 20th day of July 2021, at 7:00 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, authorization is requested for attendance of two (2) Town Justices to the 111th New York State Magistrates Association Annual Conference; and WHEREAS, the conference will be held September 26th through September 28th, 2021 at the Sheraton Niagara Falls; and WHEREAS, funding for this expense not to exceed $2,300 is available in account 001-1110-4100. NOW THEREFORE BE IT RESOLVED, that the Town Board authorizes the attendance of Town Justice Jennifer Whitman-Devoe and Town Justice Patrick K. Russi to the 111th New York State Magistrates Association Annual Conference for a cost not to exceed $2,300. This resolution shall take effect immediately upon its adoption. 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. 2021- __________ EXTRACT OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING AN EMPLOYEE TO ATTEND THE NEW YORK STATE PUBLIC EMPLOYERS LABOR RELATIONS ASSOCATION CONFERENCE IN SARATOGA SPRINGS, NY ON SEPTEMBER 28 – OCTOBER 1, 2021 At the regular 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 20th day of July 2021 at 7:00 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 NYSPELRA will hold its annual conference in Saratoga Springs, NY on September 28 – October 1, 2021; and WHEREAS, it is in the best interest of the Town of Irondequoit to provide for adequate educational opportunities for employees to maintain high standards and keep abreast of current methods and laws. NOW, THEREFORE BE IT RESOLVED, that Jason Vinette is hereby authorized to attend the NYSPELRA Conference in Saratoga Springs, NY on September 28 – October 1, 2021, for a cost not to exceed $1,034.00. Funds for this conference have been budgeted in the 2021 budget account #001.1430.4100. This resolution shall take effect immediately upon its adoption. 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- __________ EXTRACTION OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION TO AMEND AND RESTATE THE PLAN DOCUMENT FOR THE TOWN OF IRONDEQUOIT 457 PLAN At the regular 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 20th day of July 2021 at 7:00 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 New York State Deferred Compensation Board (the “Board”), pursuant to Section 5 of the New York State Finance Law (“Section 5”) and the Regulations of the New York State Deferred Compensation Board (the “Regulations”), had promulgated the Plan Document of the Deferred Compensation Plan for Employees of the Town of Irondequoit (the “Model Plan”) and offers the Model Plan for adoption by local employers; and WHEREAS, the Town of Irondequoit, pursuant to Section 5 and the Regulations, has adopted and currently administers the Model Plan known as the Deferred Compensation Plan for Employees of Town of Irondequoit; and WHEREAS, effective December 11, 2020, the Board amended the Model Plan to adopt provisions related to the Setting Every Community Up for Retirement Enhancement (SECURE) Act of 2019; which extends the required start date for Required Minimum Distributions (RMD) to begin at the age of 72, changes the RMD rules for beneficiaries, creates new categories of beneficiaries, includes ability for plan sponsors to reduce the in-service distribution age from 70 ½ to as low as 59 ½, allows for in-service withdrawals for the birth or adoption of a child up to $5,000; and Coronavirus Aid, Relief, and Economic Security (CARES) act of 2020; which waived RMDs for the calendar year of 2020, allowed for in service distributions of up to $100,000 to qualified individuals no later than December 31, 2020, allowed for loans up to $100,000 to qualified individuals (up to 100% of the account value), and allowed for deferment of plan loan repayments for one year for qualified individuals; and WHEREAS, the Board has offered for adoption the amended and restated Model Plan to each Model Plan sponsored by a local employer in accordance with the Regulations; and WHEREAS, upon due deliberation, the Town of Irondequoit Deferred Compensation committee has concluded that it is prudent and appropriate to amend the Deferred Compensation Plan for Employees of the Town of Irondequoit by adopting the amended Model Plan and Schedules A and B; and NOW, THEREFORE BE IT RESOLVED, that the Town of Irondequoit hereby amends the Deferred Compensation Plan for the employees of the Town of Irondequoit effective January 1st, 2021, including the optional provisions selected in Schedules A and B; in the form attached hereto as Exhibit A. This resolution shall take effect immediately upon its adoption. 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 _______ Exhibit A Resolution No. 2021-____________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION TO ENTER INTO A MEMORANDUM OF UNDERSTANDING BETWEEN THE IRONDEQUOIT POLICE DEPARTMENT AND ROC DOG, INC. FOR THE YEAR 2021 At the regular 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 20th day of July 2021 at 7:00 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 Irondequoit Police Department wishes to enter into a no cost, Non-Medical Facility Memorandum of Understanding with RocDog, Inc. to provide certified therapy dogs and handlers for visitations to the Irondequoit Police Department; and WHEREAS, a copy of the Memorandum of Understanding is attached hereto and made a part hereof (the “MOU”); and NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes the Chief of Police to enter into the MOU in the form attached hereto and made a part hereof. 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 ___________________ W4W! FOH HEART , CRMMV11l7Y OtflnI ACA1 Non -Medical Facility Memorandum of Understanding Between RocDog, Inc. and Name of Facility: Address: Email: Contact: Phone: RocDog is a Non -Profit Therapy Dog organization providing Certified Therapy Dogs and Handlers for visitations to your Facility. All RocDog Volunteers and Dog Handlers are covered under RocDog. Inc's General Liability Insurance (Information attached). Visits: During all visits, RocDog's Therapy Dogs and Handlers are governed by RocDog's rules and regulations. While in the Facility, the Handler must follow the rules and guidelines required by the Facility, as long as no harm can come to either Therapy Dog or Handler. If additional paperwork and training is required by the Facility, the Handler is responsible to comply with those requirements. The Facility should provide any special requirements that need to be followed directly to RocDog, Inc., so that communication of these requirements is understood before any visit takes place. All visitations should be scheduled in advance. The Handler, as well as the Facility is responsible for adhering to the schedule whenever possible. We recognize that some unforeseen thing could happen during a visit that may require the visit to stop. RocDog would like to receive periodic feedback from the Facility on the performance of the Handler and Therapy Dog. It is RocDog's expectation to be continually educating and improving skills of Handlers and Therapy Dogs; so they can continue to improve and provide your Facility with top quality visits. The Facility should verify that the Handler and Therapy Dog have the proper credentials to represent RocDog within your Facility. If any issues with a Handler or Therapy Dog, please feel free to contact our office @ (585) 978-0970. RocDog: Facility: Date: _ Date: RocDog, Inc. — 321 Wood Road, Rochester, New York 14626 — Phone: 585-978-0970 — Web: www.RocDog.org Resolution No. 2021-____________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION TO ENTER INTO A MEMORANDUM OF UNDERSTANDING BETWEEN THE IRONDEQUOIT POLICE DEPARTMENT AND BIVONA CHILD ADVOCACY CENTER AND OTHER COLLABORATIVE AGENCIES. At the regular 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 20th day of July 2021 at 7:00 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 Irondequoit Police Department wishes to enter into a Memorandum of Understanding with Bivona Child Advocacy Center and the collaborative agencies listed in said Memorandum of Understanding to participate on the Multidisciplinary Team to help provide the most comprehensive and effective handling and treatment of cases involving child abuse and child witnesses to violent crimes; and WHEREAS, a copy of the Memorandum of Understanding is attached hereto as Exhibit A and made a part hereof (the “MOU”); and WHEREAS, pursuant to the MOU, each member of the Multidisciplinary Team shall adhere to the Multidisciplinary Team Child Abuse Guidelines (the “MDT Guidelines”) to the best of its abilities; and WHEREAS, the MDT Guidelines intend to “strengthen, formalize, and coordinate a strategic and multidisciplinary planned approach for child victims and their families;” and WHEREAS, the MOU shall be in effect for one (1) year with the MDT Guidelines and resource commitments of each collaborating agency reviewed annually; and WHEREAS, the Chief of Police recommends entering into this MOU, and the Town Board has determined that such MOU is in the best interest of the Town of Irondequoit, its residents, and the Irondequoit Police Department. NOW, THEREFORE BE IT RESOLVED, that the Town Board authorizes the Chief of Police to enter into the MOU in the substantially the form attached hereto and made a part hereof. 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 ___________________ Exhibit A Bivona CHILD ADVOCACY CENTER •C.r•�,.t.E v\2n+I1:'u. t.SA �tC�i 2021 Memorandum of Understanding (MOU) Multidisciplinary Team (Partner Agencies) DRAFT The Multidisciplinary Team (MDT) is a multi -agency collaborative effort coordinated, integrated and facilitated by Bivona Child Advocacy Center. The involved collaborative agencies are: Bivona Child Advocacy Center, Brighton Police Department, Brockport Police Department, Catholic Family Center, East Rochester Police Department, Fairport Police Department, Gates Police Department, Greece Police Department, Irondequoit Police Department, Monroe County Department of Human Services -Child Protective Services, Monroe County District Attorney's Office, Monroe County Law Department, Monroe County Office of Probation -Community Corrections, Monroe County Sheriff's Office, New York State Police, Ogden Police Department, RESTORE Sexual Assault Services of Planned Parenthood of Central Western New York, REACH Program of Golisano Children's Hospital at University of Rochester, Rochester Regional Health, Rochester Police Department, Society for the Protection and Care of Children (SPCC),Villa of Hope and the Webster Police Department. Bivona integrates the experience, resources and abilities of the above agencies to provide the most comprehensive and effective interventions in cases involving child sexual and physical abuse, and child witnesses to violent crimes, all while minimizing additional trauma to the child. Professionals in the community now recognize this collaborative effort as the standard of care and the best practice for such child abuse interventions. The Multidisciplinary Team Child Abuse Guidelines were developed with the intent to strengthen, formalize, and coordinate a strategic and multidisciplinary planned approach for child victims and their families. These guidelines describe responsibilities and establish strategies for intake, coordination, investigation, treatment and follow-up services for cases of child sexual and physical abuse, and for children who witness violent crimes in Monroe and surrounding counties. In signing this Memorandum of Understanding (MOU), each collaborating partner agency agrees to participate on the MDT adhering to the Multidisciplinary Team Child Abuse Guidelines, to the best of their abilities. This MOU commits the individual partner agencies, signed below, to shared referral, intake and interviewing procedures; collaborative decision -making; and coordinated case planning and service delivery. It is further agreed that this MOU will be in effect for one year, and that the Multidisciplinary Team Child Abuse Guidelines and resource commitments of each collaborating agency will be reviewed annually. 2021 MDT MOU DRAFT Bivona Child Advocacy Center Deborah Rosen, Executive Director Brighton Police Department David Catholdi, Chief of Police Brockport Police Department Mark Cuzzupoli, Chief of Police Catholic Family Center Marlene Bessette, President & CEO East Rochester Police Department Michael Brandenburg, Chief of Police Fairport Police Department Sam Farina, Chief of Police Gates Police Department James Vanbrederode, Chief of Police Greece Police Department Drew Forsythe, Chief of Police Irondequoit Police Department Alan Laird, Chief of Police Monroe County Department of Human Services Thalia Wright, Commissioner Monroe County District Attorney's Office Sandra Doorley, District Attorney Monroe County Law Department John Bringewatt, County Attorney Monroe County Office of Probation -Community Corrections Jennifer E. Ball, Chief Probation Officer 2021 MDT MOU Monroe County Sheriff's Office Todd Baxter, Sheriff New York State Police Barry Chase, Major Ogden Police Department Christopher Mears, Chief of Police Planned Parenthood of Central Western New York Michelle Casey, President & CEO REACH Program, Golisano Children's Hospital at University of Rochester Patrick Brophy, MD, MHCDS, Physician in Chief Rochester Police Department Cynthia Herriott Sullivan, Interim Chief of Police Rochester Regional Health Hugh R. Thomas, Executive Vice President, Chief Administrative Officer Society for the Protection and Care of Children Laurie Valentine, President & CEO Villa of Hope Christina Gullo, President/CEO Webster Police Department Dennis Kohlmeier, Chief of Police Date completed 2021 MDT MOU Resolution No. 2021 - ________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION CONCERNING AWARD OF BID FOR FOX HALL PUMP STATION REPLACEMENT At the regular 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 20th day of July, 2021 at 7:00 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 replace the existing suction lift pump station located at the end of Fox Hall Drive with a new +/- 12.5’ deep submersible pump station, and approximately 310 lineal feet of HDPE sanitary force main and other appurtenances (the ”Project”); and WHEREAS, the Town of Irondequoit issued an Invitation to Bid and caused the Notice to Bid to be published in the Daily Record on May 25, 2021, as well as publishing the Invitation to Bid on the Town website in compliance with General Municipal Law § 103, Chapter 51 of the Irondequoit Town Code, and Town Law Article 12, requesting bids for Fox Hall Pump Station Replacement Project (Town Bid No. 2021-04), in order to compute the best value to the Town; and WHEREAS, sealed bids were received and publicly opened and read on June 15, 2021; and WHEREAS, the lowest responsible bidder was Dakksco Pipeline in the amount of $424,944; and WHEREAS, funding for this expense will be available in account #’s 438.8125.2017 and 440.8125.2017; and WHEREAS, the Town Board determined that the Project is a Type II action pursuant to 6 NYCRR § 617.5(c)(2) (replacement, rehabilitation or reconstruction of a structure or facility, in kind, on the same site, including upgrading buildings to meet building, energy, or fire codes unless such action meets or exceeds any of the thresholds in section 617.4 of this Part) and (6) (street openings and right-of-way openings for the purpose of repair or maintenance of existing utility facilities) and therefore no further review is needed pursuant to the New York State Environmental Quality Review Act (6 NYCRR § 617.5(a)). NOW THEREFORE BE IT RESOLVED, that the Town Board awards the bid for Fox Hall Pump Station Replacement to Dakksco Pipeline in the amount of $424,944. AND, BE IT FURTHER RESOLVED THAT, the Town Board authorizes the Town Supervisor to execute any and all documents related to this award. 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 _______ LaBella June 29, 2021 Mr. Robert W. Kiley, Commissioner of Public Works Town of lrondequoit 2625 East Ridge Road Irondequoit, NY 14622 RE: Recommendation of Award for Fox Hall Pump Station Replacement Town Bid 2021-04 Dear Mr. Kiley: We reviewed the bids received for the Fox Hall Pump Station Replacement project and recommend that the Town of Irondequoit award the base bid plus add alternate 1 contract to Dakksco Pipeline Co. in the amount of $424,944.00. On June 15, 2021, four bids were received for the project (see attached Bid Tabulation). At that time, Dakksco Pipeline Co. submitted the apparent low bid in the amount of $389,544.00 for the base and $35,400.00 for the add alternate to replace the entire discharge force main. We interviewed Dan Morin, the Owner of Dakksco Pipeline Co., to ensure they understand the scope and are able complete the project within the contract duration and in accordance with the construction documents. In addition, we reviewed the list of previous work performed by the Contractor and contacted references associated with those projects. Dakksco Pipeline Co. has recently completed a submersible pump station replacement with the Town on the Sea Breeze and Point Pleasant Pump Station projects in 2020. The project was completed in a timely and satisfactory manner. They have also recently installed submersible pump stations with Monroe County Pure Waters. Based on this review, it is our opinion that Dakksco Pipeline Co. is qualified to perform the work required to complete this project. Upon the Town of lrondequoit's authorization, LaBella Associates will issue a Notice of Award to the contractor and prepare the necessary contract documents. Regards, LaBella Associates Ke'Shara Webb, EIT Project Engineer Attachments: Bid Tabulation \\Cash.lab\p\PAM7\Irondequoit Town \214153 - Public Works\214153.058 - Sanitary Laterals & Fox Hall PS\Bidding\ROA\ROA.docx 300 State Street, Suite 2011 Rochester, NY 14614 p (585) 454-6110 f (585) 454-3066 www.labellapc.com BID TABULATION Town of Irondequoit Fox Hall Pump Station Replacement (2021-04) LABELLA ASSOCIATES, D.P.C. 300 STATE STREET ROCHESTER, NY 14614 LaBelle Protect: 214153.058 BID TABULATION ANALYSIS Bld Opening: 15 -Jun -21 APPARENT LOW BIDDER 6/16/2021 ITEM NUMBER ITEM DECRIPTION UNITS EST. QUANTITY UNIT PRICE ITEM AMOUNT UNIT PRICE ITEM AMOUNT UNIT PRICE ITEM AMOUNT UNIT PRICE ITEM AMOUNT UNIT PRICE ITEM AMOUNT BASE BID airlines" Estimote Daldiico Pipeline Ina CPWard Ina Blue Heron Co Inc. 616ager Can BASE BID 1414,611.00 1414,611.00 14 0,000.00 I 5440,000,00 _, 1 Jot 314 N"Fum'y Stamm'Rq rlleIli RaseSki LS i 5400,p000,0O 1 $4OD,600.00 $360,54-4.00 5384.5r.4A0 6375.900.00 $375,800.00 Jf BASE BID TOTAL _ 3400,000.00 - $359,544.00 8375.800.00- 5414,611.00 1440,000.00 ALT 1 Ell en E Lhr,oto Dekkeco Pipeline Inc. CPWare ,Inc- Blue Heron Co Inc. ' 1Bogar Con. ALTERNATE 1 841,000,00 • -..-9X3111491t#legl . . . stilt; 1S 1 ,' 170,000'.00 570,000.00 135,400.00 135,400.00 I 855.8W. 338,000.00 138,000.00 $44,000.00 BASE ALT 1 TOTAL/ 570,000.00 at, 40 -3 - - $38,000.00 $49,000,00 TOTAL 810 5470,000.00 5424,944.00 8452,511.00 - 84@9,000.00 Owner's Purchase Eng1neera Ealmale 1FF}gTFurnpund - I5 1 27,4 2.40 327,452-40 827,492.40 827,492.40 527,492-00 327,492.40 527,492.40 1.27,402.40 121,492.40 Slewert Duple. Coning Panel anaa Omn1SBe 1111Er LS Y 51.6.681.00 118,681.00 818,681.00 81.8,681.00 118,5X3419 3-I. rd $18,681.00 118,681.00 338,x.00 318.681.00 --- Owner Purchase Cost, 5461.173.40 546,173,40 546,173.40 845,1,73.40 TOTAL CONSTRUCTION COST BID 85516;„173, 40 3471,117.40 1498,784.40 8535,871.40 LaBella lu'.asfl.Hblp1PAMTlmntlaqual Town1214153 -Pubk WaH,sl214153 086. Sanitary Lalarals 6 Fox Hall PSloiddlnylFox Hall 810 TAB xbx 10146346_1 Resolution No. 2021 - ________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AWARD OF BID FOR THE GRINDING OF WOOD WASTE At the regular 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 20th day of July, 2021 at 7:00 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 grind and remove wood debris that is generated by the Town of Irondequoit through the Department of Public Works; and WHEREAS, the Town of Irondequoit issued an Invitation to Bid and caused the Notice to Bid to be published in the Daily Record on June 21, 2021, 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 Grinding of Wood Debris (Town Bid No. 2021- 7), in order to compute the best value to the Town; and WHEREAS, sealed bids were received and publicly opened and read on July 2, 2021; and WHEREAS, one bidder stated that they would pay the Town for grinding the material and no fee or charge for removing the ground material; and WHEREAS, the lowest responsible bidder was SM Gallivan from Manchester, New York who will pay the Town of Irondequoit fifty (.50) cents per one (1) yard of grinding of wood waste and no fee for the removal of wood waste; and WHEREAS, the Town will be reimbursed for grinding wood waste material and monies received from this action will be placed in miscellaneous revenue account # 001.0001.2771.8160; and WHEREAS, this contract will start upon the date of the award for three (3) full years with one (1) additional three (3) year term. The monetary value and specifications of the contract will 10146346_1 remain the same for contract terms and extension. The Town of Irondequoit and SM Gallivan will mutually agree to the conditions of this contract at least sixty (60) days prior to the additional three (3) year term. NOW THEREFORE BE IT RESOLVED, that the Town Board awards the Grinding of Wood Debris to SM Gallivan for the grinding of wood waste material in the amount of fifty (.50) cents per one (1) yard of ground wood waste and no fee for the removal of wood waste. AND, BE IT FURTHER RESOLVED THAT, the Town Board authorizes the Town Supervisor to execute any and all documents related to this award. 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 _______ 10128075_1 Resolution No. 2021_______ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION REGARDING FIBER OPTIC COMMUNICATION EASEMENT AGREEMENT WITH MONROE COUNTY ON TOWN PROPERTY LOCATED ON EAST RIDGE ROAD 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 13th day of July, 2021 at 5:00 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 of Irondequoit has worked with Monroe County on a number of shared services over the years that have enhanced services provided to Town of Irondequoit and Monroe County residents; and WHEREAS, the Town desires to have fiber optic ability to enhance communication and services between the Town of Irondequoit and Monroe County and the people that are served; and WHEREAS, the Department of Public Works located on East Ridge Road uses fiber optic ability to increase speed, capability, and support its Building Management System consisting of four (4) servers; and WHEREAS, it is necessary for the Department of Public Works to be able to perform a wide variety of services during a regular workday, extreme weather events and emergencies throughout its normal course of business. Having fiber optic allows the department and its systems to function properly which in hand allows the Town of Irondequoit to operate efficiently; and WHEREAS, based on recent field work by Monroe County Survey, a permanent easement for county fiber is required from the Town of Irondequoit on a portion of property owned by the Town of Irondequoit, Tax ID Numbers 077.19-1-17.2 and 092.07- 1-86; Map 32, Parcel 1 East Ridge Road shown on Exhibit A; and 10128075_1 WHEREAS, the Option and Right of Entry for the proposed Fiber Optic Communication Easement between the Town of Irondequoit and Monroe County is shown in Exhibit B. NOW, THEREFORE, BE IT RESOLVED, that the Town Board agrees to provide a permanent fiber optic communication easement for Tax Account No(s). 077.19-1-17.2 & 092.07-1-86 located on East Ridge Road, Map 32, Parcel No. 1 as shown in Exhibit A to Monroe County, in such form as approved by the Attorney for the Town. AND, BE IT FURTHER RESOLVED, that the Town Board authorizes the Town Supervisor to execute the Option and Right of Entry for the proposed Fiber Optic Communication Easement and any and all documents related to this easement. AND, BE IT FURTHER RESOLVED, that this resolution is subject to a permissive referendum. This resolution shall take effect thirty (30) days after 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 _______ 10128075_1 Exhibit “A” 10128075_1 Exhibit “B” OPTION AND RIGHT OF ENTRY FIBER OPTIC COMMUNICATION EASEMENT TOWN OF IRONDEQUOIT, COUNTY OF MONROE, STATE OF NEW YORK MAP 32, PARCEL NO.1- PERMANENT EASEMENT-PE Town of Irondequoit 1280 Titus Avenue Rochester, NY 14617 WHEREAS, We, the Town of Irondequoit having an address of 1280 Titus Ave, Rochester, New York 14617 (the “Town”) are the owner(s) of certain lands located in the Town of Irondequoit, County of Monroe, State of New York having an address of East Ridge Road, Town of Irondequoit and Tax Account No(s) 077.19-1-17.2 & 092.07-1-86; and WHEREAS, the County of Monroe, State of New York (the “County”) with its principal office at 39 West Main Street, Rochester, New York 14614 is about to improve and expand its fiber optic network project (“Project”) located within the County; and WHEREAS, the plans for the Project require the acquisition of a permanent easement over our lands identified above as shown on Map 32, Parcel 1, prepared by the Monroe County Department of Environmental Services, dated February 11, 2021 (the “Easement”) attached hereto and made a part hereof as Schedule “A”; and WHEREAS, the County has offered to purchase the Easement from me/us for the total sum of One Dollar ($1.00) (the “Purchase Price”), which is computed as follows: Direct Damages Map 32, Parcel 1 $1.00 PE Indirect Damages .00 ======== TOTAL PURCHASE PRICE $1.00 NOW, THEREFORE, We, in consideration of the sum of One Dollar ($1.00), and other good and valuable consideration, receipt of which is hereby acknowledged, do hereby grant the County an irrevocable option to purchase the Easement for the Purchase Price upon the terms and conditions contained herein: 1. We hereby covenant and agree to execute and deliver to the County a non-exclusive permanent easement, in such form as hereafter agreed upon by the Town and the County and subject to the terms contained herein, for fiber optic conduit and for public utilities appurtenant, covering the Easement at any time upon the demand of the County and payment of the Purchase Price, or such other amount as may be hereafter agreed upon; and 2. We covenant and agree that the Monroe County Director of Environmental Services, his agents, and the contract to whom the contract may be awarded for the improvement of said Project, and any utility company, together with their agents, workmen and employees, may enter upon the Easement for the purpose of the construction, reconstruction or maintenance of said Project and adjoining facilities immediately following the execution of the Easement by the Town and the County. The County shall indemnify the Town from any and all claims or damages that may result as a consequence of such entry onto the Easement; and 3. The County shall pay for any title and tax searches necessary to complete the conveyance of this Easement. 4. This Option is to be exercised by Resolution of the Legislature of the County within six (6) months from the date hereof (the “Option Term”). Notwithstanding the foregoing, the parties hereby acknowledge and agree that, so long as the Option is exercised (and the aforementioned Resolution is passed) prior to the expiration of the Option Term, the actual conveyance of the Easement may be effectuated subsequent to the expiration of the Option Term to allow for the drafting and filing of the necessary documents. 5. Select alternative “A” or “B” by checking the appropriate box. FAILURE TO SELECT “A” OR “B” IS ASSUMED TO BE A SELECTION OF ALTERNATIVE “A” A. _____ We accept the offer and Purchase Price as full payment without further claim. B. ______ We reject the offer as payment in full and instead accept the Purchase Price as an advance payment, reserving our rights to bring a claim for additional compensation; however, our failure to file a claim within the time of filing claims, as provided in Sec. 503 of the Eminent Domain Law shall be deemed an acceptance of the Purchase Price as full settlement of our claim. Upon our delivery of an easement to the County, the County shall commence an action to establish the time within which to file a claim for additional compensation. 6. The Purchase Price shall be due and payable upon the conveyance of the Easement contemplated herein. IF THE TOWN FAILS TO EXECUTE THIS OPTION AND RIGHT OF ENTRY AND RETURN IT TO THE COUNTY’S OFFICE BY AUGUST 16, 2021 THE OFFER SHALL BE DEEMED REJECTED. IN WITNESS WHEREOF, the Town has executed this Option and Right of Entry this _____ day of ______, 2021. TOWN OF IRONDEQUOIT BY: ___________________________________ PRINT NAME: ____________________________ TITLE: ___________________________________ State of New York) County of Monroe) ss: On this ______ day of __________, 2021 before me, the undersigned, a Notary Public in and for said State, personally appeared _______________________ , personally known to me or provided to me on the basis of satisfactory evidence to be the individual (s) whose name (s) is (are) subscribed to the within instrument and acknowledged to me that he/she/their capacity(ies), and that by his/her/their signatures (s) on the instrument, the individual (s), or the person upon behalf of which the individuals) acted, executed the instrument. __________________________________ Signature of Notary and Stamp COUNTY OF MONROE FIBER OPTIC PERMANENT EASEMENT MAP FIBER OPTIC COMMUNICATION EASEMENT TOWN OF IRONDEQUOIT MONROE COUNTY, NEW YORK M.C.C.O L. 12024 OF DEEDS, P. 26 M.C.C.O L. 11981 OF DEEDS, P. 642 TOWN OF IRONDEQUOIT (REPUTED OWNER) TAX MAP NO.S 077.19-1-17.2 & 092.07-1-86 EAST RIDGE ROAD MAP 32 PARCEL 1 SHEET 1 OF 3 Line Table Name Length Direction L-1 95.45 N 23°20'22" W L-2 L-3 21.77 88.55 N 45°32'53" W S 11°04'08" W L-4 20.82 S 87°11'11" W L-5 10.12 S 5°54'07" W L-6 22.35 N 8111'11" E L-7 88.55 N 11°04'08" E L-8 19.81 S 45°32'53" E L-9 120.61 S 23°20'22" E L-10 28.91 N 3°06'06" W O Name Radius Arc Chord Tangent Middle External Chord Length Length Length Ordinate Distance Direction C-1 18.00 38.76 31.69 33.42 9.46 19.96 S 72°45'37" W C-2 8.00 10.63 9.86 6.26 1.70 2.16 S 49°07'40" W C-3 18.00 23.91 22.19 14.09 3.83 4.86 N 49°07'40" E C-4 8.00 17.23 14.09 14.85 4.21 8.87 N 72°45'37" E RTE 590 EXIT RAMP TO E. RIDGE RD 0 HB PE TO ROCHESTER PURE WATERS FOR ACCESS AND UTILS M 14-C P 26 00 7F TOWN OF IRONDEQUO T LIBER 11981. PAGE 642 TA *092.07-1-86 7 N 3°06'05" W 156.86' N/F PEOPLE OF THE STATE OF NEW YORK CONTROL NOTES: 0 a N/F LANDS OF THE PEOPLE ° OF THE STAGE OF NEW 010171,6-10D CtO 11� re AP N/F TOWN OF IRONDEQUOIT LIB ER 12024, PAGE 26 TA *077.19-1-17.2 )f,/� c0c coa0 0 �. -)A co POINT OF COMMENCEMENT /i7> / N=1167826.65 / E=1424752.51 FOUND CONC MON N=1167777.14 E=1424902.95 N/F RONALD A. & JEAN M. BROCKMANN LIBER 8698, PAGE 601 TA •092.07-1-85 C -I N-116800120 E-1424612.54 N•l16801/26 E-14246/358 I) THE HORIZONTAL DATUM IS REFERENCED TO THE N.Y S. PLANE COORDINATE SYSTEM, WESTERN ZONE, TRANSVERSE MERCATOR PROJECTION. NAD 1983 (1996). PROJECT WAS TIED TO THE NEW YORK STATE 2009 BASELINE FOR THE WINTON ROAD - SEA BREEZE. PART 2 FAS.H. 56-7 PIN 459020, CONTROL POINTS 180, 190 AND 210 WERE USED. CONTROL POINT 210 IS MON CO MONUMENT 4-2-126. MONROE COUNTY MONUMENTS 4-2-126. 4-2-277 AND 4-2-278 WERE THEN TIED TO THE PROJECT CONTROL SEE TABLE BELOW FOR COORDINATE COMPARISONS. FIELD WORK WAS COMPLETED WITH AN INDICATED ACCURACY OF 1:10.000 OR BETTER. 21 BEARINGS SHOWN ARE REFERENCED TO GRID BEARINGS DISTANCES SHOWN ARE GROUND DISTANCES 3) COMBINED SCALE FACTOR: W00013001 Morum4nt Nnow . DOT 180 DOT 190 DOT 210 NALe83 V41um Northing . Ea tlig . 1165732.17 1167731,22 1107141.94 1024900.77 1424584.39 1424347.25 (DOT = NEW YORK STATE DEPARTMENT OF TRANSPORATI ON MONUMENT) Note: DOT 210 Is also MC4-2-126 GPS Coordinate Comparison Table M4027 Woes NAD 33 Nehrs 148408 Yd10n Moouownt Mann - N4,Whq - 6nUnW • Northing - Eon - Wit- EW7HN8 - MC4.1.125 1169375.90 775136 91 1119415.60 1423694.28 1119414.55 1473651.70 MC4.}128 1169305.31 775989 38 1169345.52 _1424347.24 MC 4-1-277 1169297.59 776361 77 1,169116.11. 1423429.62 1;59337.27 1423670.61 MC4.2-174 1169394,63 77647597 1169415-24 1424633.83 1159434.18 1474833.84 (MC = MONROE COUNTY MONUMENT) Note, GPS Base located at Monument 4-2-126 (DOT 210)/ Used NADB3 Value proslded by NYSDOT to obtain other values NOTE: U NAD 27 VALUES ARE FROM THE MONUMENT TIES SHEETS 2) NAD 83 VALUES ARE THE NAD 27 VALUES CONVERTED THROUGH CORPSCON 3J LABELLA VALUES ARE FROM FIELD OBSERVATIONS WITH THE GPS BASE SET AT POINT 210 UTILIZING THE NYSDOT COORDINATES. CD 1368.58' TO SOUTH ROW EAST RIDGE ROAD POINT OF BEGINNING N=1167983.28 E=1424744.03 10' WIDE PERMANENT EASEMENT TO IRONDEQUOIT BAY SOUTH CENTRAL PURE WATERS DISTRICT FOR FIBER OPTIC CABLE CONNECTION. LIBER 10850. PAGE 536 KEY GRID NORTH Z GRAPHIC SCALE 30 15 0 60 120 PEM SCALE: 1", 60' as N/F LANDS OF THE PEOP OF THE STATE OF N. N/F WOODRIDGE APARTMENTS, INC. LIBER 8726, PAGE 218 TA *077.19-1-16.111 F D1 N10 1" PIPE 0.80 E 0.51 S N=1168138.08 0=1424736.45 MAP 32 PARCEL I 110' WIDE PERMANENT EASEMENT TO COUNTY OF MONROE FOR FIBER OPTIC FACIL/TIES AREA- D65 ACRES OR 2842 SF MORE OR LESS REFERENCES: 11 NEW YORK STATE DEPARTMENT OF TRANSPORTATION ACQUISITION MAP NO. THE IRONDEQUOIT-WAYNE COUNTY LINE EXPRESSWAY 2) NEW YORK STATE DEPARTMENT OF TRANSPORTATION ACQUISITION MAP N0. 262, PARCEL NO. 357 OF THE IRONDEQUOIT-WAYNE COUNTY LINE EXPRESSWAY 3) NEW YORK STATE DEPARTMENT OF TRANSPORTATION ACQUISITION MAP N0. 1. PARCEL N0. I OF THE WINTON ROAD - SEA BREEZE PART 2 EXPRESSWAY 4) NEW YORK STATE DEPARTMENT OF TRANSPORTATION ACQUISITION MAP N0. 154. PARCEL N0. 154 OF THE WINTON ROAD - SEA BREEZE PART 2 EXPRESSWAY 5) NEW YORK STATE DEPARTMENT OF TRANSPORTATION ACQUISITION MAP N0. /55, PARCEL N0. 155 OF THE WINTON ROAD - SEA BREEZE PART 2 EXPRESSWAY 6) TOWN OF IRONDEQUOIT TAX MAP NO. 092.07 7) TOWN OF IRONDEQUOIT TAX MAP N0. 077J9 8) SUBDIVISION PLAN TO BE FILED AT THE MONROE COUNTY CLERKS OFFICE TITLED 'NEW TOWN BARN SUBDIVISION- BY LABELLA ASSOCIATES DPC 0 RK FND CONC MON 0.05E/3.73N N•116875323 E-/424701.75 NOTES: N NO ABSTRACT OF TITLE WAS PROVIDED 229, PARCEL N0. 334 OF 2) SUBJECT TO A RESERVATION FOR INGRESS AND EGRESS OVER. UPON AND THROUGH THE ROAD CONSTRUCTED BY ROCHESTER PURE WATERS AS SHOWN IN DEED LIBER 5657 PAGE 208 3) ONLY COPIES FROM THE ORIGINAL OF THIS SURVEY MARKED WITH AN ORIGINAL OF THE LAND SURVEYOR'S INKED SEAL SHALL BE CONSIDERED TO BE VALID TRUE COPIES. 4) UNAUTHORIZED ALTERATION OR ADDITION TO A SURVEY MAP BEARING A LICENSED LAND SURVEYOR'S SEAL I5 A VIOLATION OF SECTION 7208, SUBDIVISION 2. OF THE NEW YORK STATE EDUCATION LAW. 5) THE DEVELOPER'S AND CONTRACTOR'S ATTENTION IS DIRECTED TO LOCAL LAW N0. 6 OF 1971 REGARDING LABILITY INCURRED THROUGH DISTURBANCE OR DESTRUCTION OF GEODETIC SURVEY MONUMENTS. 6) THE DEVELOPER AND CONTRACTOR MUST LOCATE, MARK. BARRICADE. SAFEGUARD AND PRESERVE ALL SURVEY CONTROL MONUMENTS AND RIGHT OF WAY MONUMENTS IN THE AREAS OF CONSTRUCTION. FOR DESCRIPTIVE AND SURVEY DATA FOR GEODETIC CONTROL MONUMENTS. GO TO THE MONROE COUNTY SURVEYOR'S OFFICE WEBS/TE AND ACCESS THE GI5 BASED INTERNET WEB VIEWER. OR CONTACT THE MONROE COUNTY SURVEYOR'S OFFICE. PE PROPOSED PERMANENT EASEMENT PE HO 11/06 EXISTING PERMANENT EASEMENT HIGHWAY BOUNDARY WITHOUT ACCESS PROPERTY LINE FOUND CONC MONUMENT FOUND IRON PIPE PROJECT tlaael 214153.046 DATE 30 AUGUST 2020 1::::! © 2018 LaBelle Associates LaBella Powered by partnership. COUNTY OF MONROE FIBER OPTIC PERMANENT EASEMENT MAP FIBER OPTIC COMMUNICATION EASEMENT TOWN OF IRONDEQUOIT MONROE COUNTY, NEW YORK M.C.C.O L. 12024 OF DEEDS, P. 26 M.C.C.O L. 11981 OF DEEDS, P. 642 TOWN OF IRONDEQUOIT (REPUTED OWNER) TAX MAP NO.S 077.19-1-17.2 & 092.07-1-86 EAST RIDGE ROAD MAP 32 PARCEL 1 SHEET 2 OF 3 PERMANENT EASEMENT MAP 32 PARCEL 1 A PERMANENT EASEMENT TO BE EXERCISED IN, ON AND OVER THE PROPERTY DELINEATED ABOVE AS MAP NO. 32 PARCEL NO. 1 FOR THE PURPOSE OF CONSTRUCTING, RECONSTRUCTING AND MAINTAINING A FIBER OPTIC LINE, TOGETHER WITH ALL OTHER FACILITIES IN CONNECTION THEREWITH AS MAY BE DEEMED NECESSARY BY THE DIRECTOR OF ENVIRONMENTAL SERVICES OF MONROE COUNTY ALL THAT TRACT OR PERMANENT EASEMENT, BEING PART OF LOT 35, TOWNSHIP 14, RANGE 7 OF THE PHELPS AND GORHAM PURCHASE SITUATE IN THE CITY OF ROCHESTER, COUNTY OF MONROE, STATE OF NEW YORK AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF LANDS NOW OR FORMERLY OF THE TOWN OF IRONDEQUOIT TAX ACCOUNT NUMBER 077.19-1-17.2 AS ACQUIRED BY DEED LIBER 12024 AT PAGE 26, SAID POINT HAVING THE NAD83 (2011) NEW YORK STATE PLANE COORDINATES OF N=1,167,826.65 AND E=1,424,752.51; THENCE N 3°06'05" W ALONG THE EASTERLY BOUNDARY OF SAID LANDS OF THE TOWN OF IRONDEQUOIT A DISTANCE OF 156.86 FEET TO A POINT, SAID POINT HAVING THE NAD83 (2011) NEW YORK STATE PLANE COORDINATES OF N=1,167,983.28 AND E=1,424,744.03, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE 1) N 3°06'05" W ALONG SAID EASTERLY BOUNDARY A DISTANCE OF 28.91 FEET TO A POINT; THENCE 2) N 23°20'22" W THROUGH THE AFOREMENTIONED LANDS OF THE TOWN OF IRONDEQUOIT A DISTANCE OF 95.45 FEET TO A POINT; THENCE 3) N 45°32'53" W CONTINUING THROUGH THE AFOREMENTIONED LANDS OF THE TOWN OF IRONDEQUOIT A DISTANCE OF 21.77 FEET TO A POINT; THENCE 4) CONTINUING THROUGH THE AFOREMENTIONED LANDS OF THE TOWN OF IRONDEQUOIT ALONG AN ARC TO THE LEFT A DISTANCE OF 38.76 FEET, HAVING A RADIUS OF 18.00 FEET THE BEARING CHORD OF WHICH IS S 72°45'37" W A DISTANCE OF 31.69 FEET TO A POINT THENCE 5) S 11°04'08" W CONTINUING THROUGH THE AFOREMENTIONED LANDS OF THE TOWN OF IRONDEQUOIT A DISTANCE OF 88.55 FEET TO A POINT; THENCE 6) CONTINUING THROUGH THE AFOREMENTIONED LANDS OF THE TOWN OF IRONDEQUOIT AND THE LANDS NOW OR FORMERLY OF THE TOWN OF IRONDEQUOIT TAX ACCOUNT NUMBER 092.07-1-86 AS ACQUIRED BY DEED LIBER 11981 AT PAGE 642 ALONG AN ARC A DISTANCE OF 10.63 FEET, HAVING A RADIUS OF 8.00 FEET THE CHORD BEARING OF WHICH IS S 49°07'40" W A DISTANCE OF 9.86 FEET TO A POINT; THENCE 7) S 87°11'11" W THROUGH THE LANDS NOW OR FORMERLY OF THE TOWN OF IRONDEQUOIT TAX ACCOUNT NUMBER 092.07 -1-86 AS ACQUIRED BY DEED LIBER 11981 AT PAGE 642 A DISTANCE OF 20.82 FEET TO A POINT IN THE EASTERLY LANDS OF THE PEOPLE OF THE STATE OF NEW YORK; THENCE 8) S 5°54'07" W ALONG THE EASTERLY LANDS OF THE PEOPLE OF THE STATE OF NEW YORK A DISTANCE OF 10.12 FEET TO A POINT; THENCE 9) N 87°11'11" E THROUGH THE LANDS NOW OR FORMERLY OF THE TOWN OF IRONDEQUOIT TAX ACCOUNT NUMBER 092.07 -1-86 AS ACQUIRED BY DEED LIBER 11981 AT PAGE 642 A DISTANCE OF 22.35 FEET TO A POINT; THENCE 10) CONTINUING THROUGH THE AFOREMENTIONED LANDS OF THE TOWN OF IRONDEQUOIT AND THE LANDS NOW OR FORMERLY OF THE TOWN OF IRONDEQUOIT TAX ACCOUNT NUMBER 077.19-1-17.2 AS ACQUIRED BY DEED LIBER 12024 AT PAGE 26 ALONG AN ARC A DISTANCE OF 23.91 FEET, HAVING A RADIUS OF 18.00 FEET THE CHORD BEARING OF WHICH IS N 49°07'40" E A DISTANCE OF 22.19 FEET TO A POINT; THENCE 11) N 11°04'08" E THROUGH THE LANDS NOW OR FORMERLY OF THE TOWN OF IRONDEQUOIT TAX ACCOUNT NUMBER 077.19 -1-17.2 AS ACQUIRED BY DEED LIBER 12024 AT PAGE 26 A DISTANCE OF 88.55 FEET TO A POINT; THENCE 12) ALONG AN ARC A DISTANCE OF 17.23 FEET, HAVING A RADIUS OF 8.00 FEET THE CHORD BEARING OF WHICH IS N 72°45'37" E A DISTANCE OF 14.09 FEET TO A POINT; THENCE 13) S 45°32'53" E CONTINUING THROUGH THE SAID LANDS OF THE TOWN OF IRONDEQUOIT A DISTANCE OF 19.81 FEET TO A POINT; THENCE 14) S 23°20'22" E CONTINUING THROUGH THE SAID LANDS OF THE TOWN OF IRONDEQUOIT A DISTANCE OF 120.61 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL CONTAINS 0.065 ACRES (2842 SQ. FT.) r�o�riu+ran 214153.046 DATE 30 AUG11'6T 2020 LaBeLLa Powered by partnership 0 2018 LaBelle Associates COUNTY OF MONROE FIBER OPTIC PERMANENT EASEMENT MAP FIBER OPTIC COMMUNICATION EASEMENT TOWN OF IRONDEQUOIT MONROE COUNTY, NEW YORK M.C.C.O L. 12024 OF DEEDS, P. 26 M.C.C.O L. 11981 OF DEEDS, P. 642 TOWN OF IRONDEQUOIT (REPUTED OWNER) TAX MAP NO.S 077.19-1-17.2 & 092.07-1-86 EAST RIDGE ROAD MAP 32 PARCEL 1 SHEET 3 OF 3 RESERVING, HOWEVER, TO OWNER OF ANY RIGHT, TITLE OR INTEREST IN AND TO THE PROPERTY ABOVE DELINEATED AS PARCEL NO. 1, AND SUCH OWNER'S SUCCESSORS OR ASSIGNS, THE RIGHT OF ACCESS AND THE RIGHT TO USING SAID PROPERTY AND SUCH USE SHALL NOT BE FURTHER LIMITED OR RESTRICTED UNDER THIS EASEMENT BEYOND THAT WHICH IS NECESSARY TO EFFECTUATE ITS PURPOSES FOR, AND AS ESTABLISHED BY, THE CONSTRUCTION OR RECONSTRUCTION AND SO CONSTRUCTED OR RECONSTRUCTED, THE MAINTENANCE, OF THE HEREIN IDENTIFIED PROJECT. Reviewed this 11 " day o Gregory D. Bly P.L.S. X349801 Monroe County Department of Finance/Real Property Services County Surveyor CERTIFICATION: WE, LABELLA ASSOCIATES PC, CERTIFY THAT THIS MAP WAS PREPARED USING REFERENCE MATERIAL AS LISTED HEREON AND FROM FIELD NOTES OF AN INSTRUMENT SURVEY COMPLETED 11 OCTOBER, 2017 AND UPDATED JUNE OF 2020 AND THESE PARCELS ARE SUBJECT TO ANY EASEMENTS OR ENCUMBRANCES OF RECORD. MICHAEL W. HALEY PLS NYS PLS NO. 049788 2021 IT IS A VIOLATION OF NEW YORK EDUCATION LAW ARTICLE 145 SEC. 7209, FOR ANY PERSON, UNLESS ACTING UNDER THE DIRECTION OF A LICENSED ARCHITECT, PROFESSIONAL ENGINEER, OR LAND SURVEYOR, TO ALTER AN ITEM IN ANY WAY. IF AN ITEM BEARING THE SEAL OF AN ARCHITECT, ENGINEER, OR LAND SURVEYOR IS ALTERED; THE ALTERING ARCHITECT, ENGINEER, OR LAND SURVEYOR SHALL AFFIX TO THE ITEM THEIR SEAL AND NOTATION "ALTERED BY" FOLLOWED BY THEIR SIGNATURE AND DATE OF SUCH ALTERATION, AND A SPECIFIC DESCRIPTION OF THE ALTERATION. `fry V'� iw ■rim Powered by partnership. © 2018 LaBelle Associates Resolution No. 2021-________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER AND AMEND VARIOUS CONTRACTS WITH VENDORS FOR YOUTH, FAMILY, AND SENIOR RECREATIONAL PROGRAMMING FOR SUMMER 2021 At a regular 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 20th day of July 2021, at 7:00 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, pursuant to Town Board Resolution 2021-122 adopted on May 18, 2021, the Town Board authorized the Supervisor to enter into contracts with vendors for Youth, Family, and Senior recreational programs as attached hereto as Addendum “A”; and WHEREAS, an update was made to add instructors as attached hereto as Addendum “B”. NOW, THEREFORE, BE IT RESOLVED, that the Town Board hereby replaces and supersedes Addendum “A” of Resolution 2021-122 with the chart attached hereto and made a part hereof as Addendum “B”. AND FURTHER IT BE RESOLVED THAT, the Town Board authorizes the Supervisor to enter into revised contracts with the vendor in Addendum “B”, which is attached hereto and made a part hereof, in such form as approved by the Attorney for the Town. This resolution shall take effect immediately upon its adoption. 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 __________ Youth, Family, Adult, and Senior Recreational Program Instructor Payouts -Summer 2021 - Addendum "A" Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Elizabeth Bauld 3803-A Storybook Cooks: Charlie and the Chocolate Factory 7/7/2021 7/9/2021 6:00P-7:00P $49.00/Per Head $38.00/Per Head $11.00/Per Head Storybook Cook 3804-A Storybook Cooks Tweens Camp: Cook Around the World 7/28/2021 7/30/2021 6:00P-8:00P $62.00/Per Head $48.00/Per Head $14.00/Per Head 3515-A Storybook Cools: My Buddy and Me: Classic Stories 7/1/2021 7/1/2021 6:00P-7:00P $18.00/Per Head $15.00/Per Head $3.00/Per Head 3515-B Storybook Cools: My Buddy and Me: Classic Stories 8/18/2021 8/18/2021 6:00P-7:00P $18.00/Per Head $15.00/Per Head $3.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Rich Black 3806-A How Cool is That? 7/12/2021 7/16/2021 9:00A-12:00P $215.00/Per Head $205.00/Per Head $10.00/Per Head LQR Adventures 3806-B Forensic Science & CSI For Kids 7/12/2021 7/16/2021 1:00P-4:00P $215.00/Per Head $205.00/Per Head $10.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Eric Carlin 3524-A Beginner Guitar 6/3/2021 7/8/2021 5:30P-6:15P $60.00/Per Head $50.00/Per Head $10.00/Per Head 3524-B Beginner Guitar 6/3/2021 7/8/2021 6:30P-7:15P $60.00/Per Head $50.00/Per Head $10.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Jennifer Colombo 3526-A Summertime Music & Movement with Miss Jennifer 6/2/2021 6/23/2021 6:05P-6:50P $44.00/Per Head $34.00/Per Head $10.00/Per Head 3526-B Summertime Music & Movement with Miss Jennifer 7/14/2021 8/4/2021 6:05P-6:50P $44.00/Per Head $34.00/Per Head $10.00/Per Head 3527-A Campfire Stories & Songs with Miss Jennifer 8/12/2021 8/12/2021 5:45P-6:45P $10.00/Per Head $7.00/Per Head $3.00/Per Head 3528-A Sensory Friendly Music & Movement with Miss Jennifer 6/2/2021 6/23/2021 5:30P-6:00P $44.00/Per Head $34.00/Per Head $10.00/Per Head 3528-B Sensory Friendly Music & Movement with Miss Jennifer 7/14/2021 8/4/2021 5:30P-6:00P $44.00/Per Head $34.00/Per Head $10.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Randy Crudup 3239-A Tiny Panthers: Kids Karate 6/5/2021 6/26/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head Crudup's Karate Academy 3239-B Tiny Panthers: Kids Karate 7/10/2021 7/31/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head 3239-C Tiny Panthers: Kids Karate 8/7/2021 8/28/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head 3240-A Panthers: Kids Karate 6/5/2021 6/26/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head 3240-B Panthers: Kids Karate 7/10/2021 7/31/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head 3240-C Panthers: Kids Karate 8/7/2021 8/28/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Fast and Fierce Elite 3816-A Fierce Cheer Camp 4-6 yr. olds 7/27/2021 7/30/2021 9:00A-11:00A $55.00/Per Head $45.00/Per Head $10.00/Per Head 3816-B Fierce Cheer Camp 7-12 yr. olds 7/27/2021 7/30/2021 9:00A-1:00P $65.00/Per Head $55.00/Per Head $10.00/Per Head 3816-C Fierce Cheer Camp 13-17 yr. olds 7/27/2021 7/30/2021 9:00A-1:00P $65.00/Per Head $55.00/Per Head $10.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Shelancia Daniel 3800-A Nailed It Inspired "Creative Challenge" Camp 7/5/2021 7/9/2021 9:00A-3:00P $210.00/Per Head $200.00/Per Head $10.00/Per Head The Creativity Shell 3801-A Alice in Wonderland Quilt Camp 7/12/2021 7/16/2021 9:00A-3:00P $210.00/Per Head $200.00/Per Head $10.00/Per Head 3802-A Roblox Costumes and Accessories 8/30/2021 9/3/2021 9:00A-3:00P $210.00/Per Head $200.00/Per Head $10.00/Per Head 3808-A Creative Architecture Birdhouse Challenge 7/26/2021 7/30/2021 9:00A-3:00P $210.00/Per Head $200.00/Per Head $10.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Cory Lancer 3820-A Girls Basketball Camp Gr. 3-8 6/28/2021 7/2/2021 9:00A-3:00P $150.00/Per Head $120.00/Per Head $30.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Carol Lang 5302-A Fitness Yoga I 5/4/2021 7/20/2021 8:00A-9:00A $55.00/Per Head - 1 Day wk $95.00/Per Head - 2 days wk $44.00/Per Head - 1 Day wk $76.00/Per Head - 2 days wk $11.00/Per Head - 1 Day wk $19.00/Per Head - 2 days wk 5302-B Fitness Yoga I 5/6/2021 7/22/2021 8:00A-9:00A $55.00/Per Head - 1 Day wk $95.00/Per Head - 2 days wk $44.00/Per Head - 1 Day wk $76.00/Per Head - 2 days wk $11.00/Per Head - 1 Day wk $19.00/Per Head - 2 days wk 5307-A Motion Promotion 5/4/2021 7/20/2021 10:10A-11:10A $50.00/Per Head - 1 Day wk $65.00/Per Head - 2 days wk $40.00/Per Head - 1 Day wk $52.00/Per Head - 2 days wk $10.00/Per Head - 1 Day wk $13.00/Per Head - 2 days wk 5307-B Motion Promotion 5/6/2021 7/22/2021 10:10A-11:10A $50.00/Per Head - 1 Day wk $65.00/Per Head - 2 days wk $40.00/Per Head - 1 Day wk $52.00/Per Head - 2 days wk $10.00/Per Head - 1 Day wk $13.00/Per Head - 2 days wk Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Cyndi Lovejoy 3205-A Camp Fit: Obstacles and Games 7/13/2021 8/3/2021 5:30P-6:15P $45.00/Per Head $35.00/Per Head $10.00/Per Head Stretch and Grow 3206-A Camp Fit: Fitness and Games 7/13/2021 8/3/2021 6:30P-7:15P $45.00/Per Head $35.00/Per Head $10.00/Per Head 3208-A Basic Ballet: A Whole New World 7/8/2021 7/29/2021 5:45P-6:30P $43.00/Per Head $35.00/Per Head $8.00/Per Head 3211-A Mats, Music, and More!7/9/2021 7/23/2021 9:45A-10:30A $31.00/Per Head $23.00/Per Head $8.00/Per Head 3213-A Intro to Dance and Music 7/7/2021 7/28/2021 5:30P-6:00P $42.00/Per Head $34.00/Per Head $8.00/Per Head 3226-A Feel the Beat Hip Hop Basics 7/8/2021 7/29/2021 6:45P-7:30P $43.00/Per Head $35.00/Per Head $8.00/Per Head 3227-A Tiny Tappers 7/7/2021 7/28/2021 6:15P-7:00P $43.00/Per Head $35.00/Per Head $8.00/Per Head 3676-C Playdate at the Park: Bean Bags, Hoops, and Parachutes!7/30/2021 7/30/2021 10:45A-11:45A $9.00/Per Head $7.00/Per Head $2.00/Per Head 3861-A Girl Power! Fitness and Games Camp 7/19/2021 7/22/2021 1:00P-3:00P $68.00/Per Head $55.00/Per Head $13.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Marc Mandell 3220-A Little Kickers Soccer 3-4 yr. olds 7/13/2021 8/3/2021 5:30P-6:00P $46.00/Per Head $35.00/Per Head $11.00/Per Head Icon Production LLC 3220-B Little Kickers Soccer 5-6 yr. olds 7/13/2021 8/3/2021 6:15P-7:00P $52.00/Per Head $40.00/Per Head $12.00/Per Head 3220-C Little Kickers Soccer 7-9 yr. olds 7/13/2021 8/3/2021 7:15P-8:00P $52.00/Per Head $40.00/Per Head $12.00/Per Head 3853-A ROC City Boom Soccer Camp 3-4 yr. olds 6/28/2021 7/1/2021 10:00A-11:00A $55.00/Per Head $40.00/Per Head $15.00/Per Head 3853-B ROC City Boom Soccer Camp 5-6 yr. olds 6/28/2021 7/1/2021 10:00A-11:00A $55.00/Per Head $40.00/Per Head $15.00/Per Head 3853-C ROC City Boom Soccer Camp 7-8 yr. olds 6/28/2021 7/1/2021 10:30A-12:00P $65.00/Per Head $50.00/Per Head $15.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Kate Muratore 3854-A Pee Wee Soccer Camp 7/12/2021 7/16/2021 9:30A-10:15A $58.00/Per Head $45.00/Per Head $13.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Andy Paris 3819-A Tiny Tikes Basketball Camp 8/23/2021 8/27/2021 9:45A-10:45A $55.00/Per Head $40.00/Per Head $15.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Virginia Pizzarello Silver Sneakers Cardio Circuit (Wed./Fri.)6/16/2021 12/31/2021 8:30A-9:30A $2.50/registrant/class $25/class paid with Healthways Grant Healthways Grant to Town $500/Month Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Bruce Rehbach 3850-A Quickstart Tennis Camp 7/12/2021 7/15/2021 9:00A-9:45A $55.00/Per Head $41.00/Per Head $14.00/Per Head 3850-B Quickstart Tennis Camp 7/26/2021 7/29/2021 9:00A-9:45A $55.00/Per Head $41.00/Per Head $14.00/Per Head 3851-A Tennis Camp (Beginner & Advanced Beginner)7/12/2021 7/15/2021 10:00A-11:30A $65.00/Per Head $49.00/Per Head $16.00/Per Head 3851-B Tennis Camp (Intermediate & Advanced )7/12/2021 7/15/2021 11:30A-1:00P $65.00/Per Head $49.00/Per Head $16.00/Per Head 3851-C Tennis Camp (Beginner & Advanced Beginner)7/26/2021 7/29/2021 10:00A-11:30A $65.00/Per Head $49.00/Per Head $16.00/Per Head 3851-D Tennis Camp (Intermediate & Advanced )7/26/2021 7/29/2021 11:30A-1:00P $65.00/Per Head $49.00/Per Head $16.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Samantha Richards 3111-A Kickin' It Cardio (Parent&Child)7/8/2021 7/29/2021 5:30P-6:15P $38.00/Per Pair $25.00/Per Pair $13.00/Per Pair 3111-B Kickin' It Cardio (Additional Child)7/8/2021 7/29/2021 5:30P-6:15P $12.00/Per Head $9.00/Per Head $3.00/Per Head 3676-A Playdate at the Park: Dance Party 7/9/2021 7/9/2021 10:45A-11:45A $9.00/Per Head $7.00/Per Head $2.00/Per Head 3676-B Playdate at the Park: Dance Party 7/23/2021 7/23/2021 10:45A-11:45A $9.00/Per Head $7.00/Per Head $2.00/Per Head 5059-A High Energy Cardio Dance 6/7/2021 7/19/2021 6:15P-7:00P $36.00/Per Head $28.80/Per Head $7.20/Per Head 5059-B High Energy Cardio Dance 7/26/2021 8/30/2021 6:15P-7:00P $36.00/Per Head $28.80/Per Head $7.20/Per Head 5317-A Rise and Shine Cardio Dance 6/2/2021 7/7/2021 8:30A-9:30A $36.00/Per Head $28.80/Per Head $7.20/Per Head 5317-B Rise and Shine Cardio Dance 7/21/2021 8/25/2021 8:30A-9:30A $36.00/Per Head $28.80/Per Head $7.20/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Todd Stahl 3805-A Summer Art Spectacular 8/2/2021 8/6/2021 10:00A-12:00P $80.00/Per Head $65.00/Per Head $15.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Strikeback Martial Arts 3230-A Jujitsu Buddies Level 1 (AM)7/10/2021 7/31/2021 10:15A-11:00A $90.00/Per Head $81.00/Per Head $9.00/Per Head 3230-B Jujitsu Buddies Level 1 (PM)7/10/2021 7/31/2021 12:15P-1:00P $90.00/Per Head $81.00/Per Head $9.00/Per Head 3231-A Jujitsu Buddies Level 2 7/10/2021 7/31/2021 11:15A-12:00P $90.00/Per Head $81.00/Per Head $9.00/Per Head 3232-A Junior Jujitsu - June Sat.6/5/2021 6/26/2021 9:00A-10:00A $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3232-B Junior Jujitsu - June Tues.6/1/2021 6/29/2021 6:00P-7:00P $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3232-C Junior Jujitsu - July Sat.7/3/2021 7/31/2021 9:00A-10:00A $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3232-D Junior Jujitsu - July Tues.7/6/2021 7/27/2021 6:00P-7:00P $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3232-E Junior Jujitsu - Aug. Sat.8/7/2021 8/28/2021 9:00A-10:00A $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3232-F Junior Jujitsu - Aug. Tues. 8/3/2021 8/31/2021 6:00P-7:00P $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3234-A Strike Back Fitness - June 6/7/2021 6/28/2021 6:00P-6:45P $110.00/Per Head $99.00/Per Head $11.00/Per Head 3234-B Strike Back Fitness - July 7/12/2021 7/26/2021 6:00P-6:45P $110.00/Per Head $99.00/Per Head $11.00/Per Head 3234-C Strike Back Fitness - August 8/2/2021 8/30/2021 6:00P-6:45P $110.00/Per Head $99.00/Per Head $11.00/Per Head 5316-A Adult Jujitsu - June 6/1/2021 6/29/2021 7:00P-8:15P $90.00/Per Head $81.00/Per Head $9.00/Per Head 5316-B Adult Jujitsu-July 7/6/2021 7/27/2021 7:00P-8:15P $90.00/Per Head $81.00/Per Head $9.00/Per Head 5316-C Adult Jujitsu-August 8/3/2021 8/31/2021 7:00P-8:15P $90.00/Per Head $81.00/Per Head $9.00/Per Head Youth, Family, Adult, and Senior Recreational Program Instructor Payouts -Summer 2021 - Addendum "B" Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Elizabeth Bauld 3803-A Storybook Cooks: Charlie and the Chocolate Factory 7/7/2021 7/9/2021 6:00P-7:00P $49.00/Per Head $38.00/Per Head $11.00/Per Head Storybook Cook 3804-A Storybook Cooks Tweens Camp: Cook Around the World 7/28/2021 7/30/2021 6:00P-8:00P $62.00/Per Head $48.00/Per Head $14.00/Per Head 3515-A Storybook Cools: My Buddy and Me: Classic Stories 7/1/2021 7/1/2021 6:00P-7:00P $18.00/Per Head $15.00/Per Head $3.00/Per Head 3515-B Storybook Cools: My Buddy and Me: Classic Stories 8/18/2021 8/18/2021 6:00P-7:00P $18.00/Per Head $15.00/Per Head $3.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Rich Black 3806-A How Cool is That? 7/12/2021 7/16/2021 9:00A-12:00P $215.00/Per Head $205.00/Per Head $10.00/Per Head LQR Adventures 3806-B Forensic Science & CSI For Kids 7/12/2021 7/16/2021 1:00P-4:00P $215.00/Per Head $205.00/Per Head $10.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Eric Carlin 3524-A Beginner Guitar 6/3/2021 7/8/2021 5:30P-6:15P $60.00/Per Head $50.00/Per Head $10.00/Per Head 3524-B Beginner Guitar 6/3/2021 7/8/2021 6:30P-7:15P $60.00/Per Head $50.00/Per Head $10.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Jennifer Colombo 3526-A Summertime Music & Movement with Miss Jennifer 6/2/2021 6/23/2021 6:05P-6:50P $44.00/Per Head $34.00/Per Head $10.00/Per Head 3526-B Summertime Music & Movement with Miss Jennifer 7/14/2021 8/4/2021 6:05P-6:50P $44.00/Per Head $34.00/Per Head $10.00/Per Head 3527-A Campfire Stories & Songs with Miss Jennifer 8/12/2021 8/12/2021 5:45P-6:45P $10.00/Per Head $7.00/Per Head $3.00/Per Head 3528-A Sensory Friendly Music & Movement with Miss Jennifer 6/2/2021 6/23/2021 5:30P-6:00P $44.00/Per Head $34.00/Per Head $10.00/Per Head 3528-B Sensory Friendly Music & Movement with Miss Jennifer 7/14/2021 8/4/2021 5:30P-6:00P $44.00/Per Head $34.00/Per Head $10.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Randy Crudup 3239-A Tiny Panthers: Kids Karate 6/5/2021 6/26/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head Crudup's Karate Academy 3239-B Tiny Panthers: Kids Karate 7/10/2021 7/31/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head 3239-C Tiny Panthers: Kids Karate 8/7/2021 8/28/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head 3240-A Panthers: Kids Karate 6/5/2021 6/26/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head 3240-B Panthers: Kids Karate 7/10/2021 7/31/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head 3240-C Panthers: Kids Karate 8/7/2021 8/28/2021 10:00A-10:30A $30.00/Per Head $21.00/Per Head $9.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Fast and Fierce Elite 3816-A Fierce Cheer Camp 4-6 yr. olds 7/27/2021 7/30/2021 9:00A-11:00A $55.00/Per Head $45.00/Per Head $10.00/Per Head 3816-B Fierce Cheer Camp 7-12 yr. olds 7/27/2021 7/30/2021 9:00A-1:00P $65.00/Per Head $55.00/Per Head $10.00/Per Head 3816-C Fierce Cheer Camp 13-17 yr. olds 7/27/2021 7/30/2021 9:00A-1:00P $65.00/Per Head $55.00/Per Head $10.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Shelancia Daniel 3800-A Nailed It Inspired "Creative Challenge" Camp 7/5/2021 7/9/2021 9:00A-3:00P $210.00/Per Head $200.00/Per Head $10.00/Per Head The Creativity Shell 3801-A Alice in Wonderland Quilt Camp 7/12/2021 7/16/2021 9:00A-3:00P $210.00/Per Head $200.00/Per Head $10.00/Per Head 3802-A Roblox Costumes and Accessories 8/30/2021 9/3/2021 9:00A-3:00P $210.00/Per Head $200.00/Per Head $10.00/Per Head 3808-A Creative Architecture Birdhouse Challenge 7/26/2021 7/30/2021 9:00A-3:00P $210.00/Per Head $200.00/Per Head $10.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Cory Lancer 3820-A Girls Basketball Camp Gr. 3-8 6/28/2021 7/2/2021 9:00A-3:00P $150.00/Per Head $120.00/Per Head $30.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Carol Lang 5302-A Fitness Yoga I 5/4/2021 7/20/2021 8:00A-9:00A $55.00/Per Head - 1 Day wk $95.00/Per Head - 2 days wk $44.00/Per Head - 1 Day wk $76.00/Per Head - 2 days wk $11.00/Per Head - 1 Day wk $19.00/Per Head - 2 days wk 5302-B Fitness Yoga I 5/6/2021 7/22/2021 8:00A-9:00A $55.00/Per Head - 1 Day wk $95.00/Per Head - 2 days wk $44.00/Per Head - 1 Day wk $76.00/Per Head - 2 days wk $11.00/Per Head - 1 Day wk $19.00/Per Head - 2 days wk 5307-A Motion Promotion 5/4/2021 7/20/2021 10:10A-11:10A $50.00/Per Head - 1 Day wk $65.00/Per Head - 2 days wk $40.00/Per Head - 1 Day wk $52.00/Per Head - 2 days wk $10.00/Per Head - 1 Day wk $13.00/Per Head - 2 days wk 5307-B Motion Promotion 5/6/2021 7/22/2021 10:10A-11:10A $50.00/Per Head - 1 Day wk $65.00/Per Head - 2 days wk $40.00/Per Head - 1 Day wk $52.00/Per Head - 2 days wk $10.00/Per Head - 1 Day wk $13.00/Per Head - 2 days wk Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Cyndi Lovejoy 3205-A Camp Fit: Obstacles and Games 7/13/2021 8/3/2021 5:30P-6:15P $45.00/Per Head $35.00/Per Head $10.00/Per Head Stretch and Grow 3206-A Camp Fit: Fitness and Games 7/13/2021 8/3/2021 6:30P-7:15P $45.00/Per Head $35.00/Per Head $10.00/Per Head 3208-A Basic Ballet: A Whole New World 7/8/2021 7/29/2021 5:45P-6:30P $43.00/Per Head $35.00/Per Head $8.00/Per Head 3211-A Mats, Music, and More!7/9/2021 7/23/2021 9:45A-10:30A $31.00/Per Head $23.00/Per Head $8.00/Per Head 3213-A Intro to Dance and Music 7/7/2021 7/28/2021 5:30P-6:00P $42.00/Per Head $34.00/Per Head $8.00/Per Head 3226-A Feel the Beat Hip Hop Basics 7/8/2021 7/29/2021 6:45P-7:30P $43.00/Per Head $35.00/Per Head $8.00/Per Head 3227-A Tiny Tappers 7/7/2021 7/28/2021 6:15P-7:00P $43.00/Per Head $35.00/Per Head $8.00/Per Head 3676-C Playdate at the Park: Bean Bags, Hoops, and Parachutes!7/30/2021 7/30/2021 10:45A-11:45A $9.00/Per Head $7.00/Per Head $2.00/Per Head 3861-A Girl Power! Fitness and Games Camp 7/19/2021 7/22/2021 1:00P-3:00P $68.00/Per Head $55.00/Per Head $13.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Marc Mandell 3220-A Little Kickers Soccer 3-4 yr. olds 7/13/2021 8/3/2021 5:30P-6:00P $46.00/Per Head $35.00/Per Head $11.00/Per Head Icon Production LLC 3220-B Little Kickers Soccer 5-6 yr. olds 7/13/2021 8/3/2021 6:15P-7:00P $52.00/Per Head $40.00/Per Head $12.00/Per Head 3220-C Little Kickers Soccer 7-9 yr. olds 7/13/2021 8/3/2021 7:15P-8:00P $52.00/Per Head $40.00/Per Head $12.00/Per Head 3853-A ROC City Boom Soccer Camp 3-4 yr. olds 6/28/2021 7/1/2021 10:00A-11:00A $55.00/Per Head $40.00/Per Head $15.00/Per Head 3853-B ROC City Boom Soccer Camp 5-6 yr. olds 6/28/2021 7/1/2021 10:00A-11:00A $55.00/Per Head $40.00/Per Head $15.00/Per Head 3853-C ROC City Boom Soccer Camp 7-8 yr. olds 6/28/2021 7/1/2021 10:30A-12:00P $65.00/Per Head $50.00/Per Head $15.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Kate Muratore 3854-A Pee Wee Soccer Camp 7/12/2021 7/16/2021 9:30A-10:15A $58.00/Per Head $45.00/Per Head $13.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Andy Paris 3819-A Tiny Tikes Basketball Camp 8/23/2021 8/27/2021 9:45A-10:45A $55.00/Per Head $40.00/Per Head $15.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Virginia Pizzarello Silver Sneakers Cardio Circuit (Wed./Fri.)6/16/2021 12/31/2021 8:30A-9:30A $2.50/registrant/class $25/class paid with Healthways Grant Healthways Grant to Town $500/Month Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Bruce Rehbach 3850-A Quickstart Tennis Camp 7/12/2021 7/15/2021 9:00A-9:45A $55.00/Per Head $41.00/Per Head $14.00/Per Head 3850-B Quickstart Tennis Camp 7/26/2021 7/29/2021 9:00A-9:45A $55.00/Per Head $41.00/Per Head $14.00/Per Head 3851-A Tennis Camp (Beginner & Advanced Beginner)7/12/2021 7/15/2021 10:00A-11:30A $65.00/Per Head $49.00/Per Head $16.00/Per Head 3851-B Tennis Camp (Intermediate & Advanced )7/12/2021 7/15/2021 11:30A-1:00P $65.00/Per Head $49.00/Per Head $16.00/Per Head 3851-C Tennis Camp (Beginner & Advanced Beginner)7/26/2021 7/29/2021 10:00A-11:30A $65.00/Per Head $49.00/Per Head $16.00/Per Head 3851-D Tennis Camp (Intermediate & Advanced )7/26/2021 7/29/2021 11:30A-1:00P $65.00/Per Head $49.00/Per Head $16.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Samantha Richards 3111-A Kickin' It Cardio (Parent&Child)7/8/2021 7/29/2021 5:30P-6:15P $38.00/Per Pair $25.00/Per Pair $13.00/Per Pair 3111-B Kickin' It Cardio (Additional Child)7/8/2021 7/29/2021 5:30P-6:15P $12.00/Per Head $9.00/Per Head $3.00/Per Head 3676-A Playdate at the Park: Dance Party 7/9/2021 7/9/2021 10:45A-11:45A $9.00/Per Head $7.00/Per Head $2.00/Per Head 3676-B Playdate at the Park: Dance Party 7/23/2021 7/23/2021 10:45A-11:45A $9.00/Per Head $7.00/Per Head $2.00/Per Head 5059-A High Energy Cardio Dance 6/7/2021 7/19/2021 6:15P-7:00P $36.00/Per Head $28.80/Per Head $7.20/Per Head 5059-B High Energy Cardio Dance 7/26/2021 8/30/2021 6:15P-7:00P $36.00/Per Head $28.80/Per Head $7.20/Per Head 5317-A Rise and Shine Cardio Dance 6/2/2021 7/7/2021 8:30A-9:30A $36.00/Per Head $28.80/Per Head $7.20/Per Head 5317-B Rise and Shine Cardio Dance 7/21/2021 8/25/2021 8:30A-9:30A $36.00/Per Head $28.80/Per Head $7.20/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Todd Stahl 3805-A Summer Art Spectacular 8/2/2021 8/6/2021 10:00A-12:00P $80.00/Per Head $65.00/Per Head $15.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Strikeback Martial Arts 3230-A Jujitsu Buddies Level 1 (AM)7/10/2021 7/31/2021 10:15A-11:00A $90.00/Per Head $81.00/Per Head $9.00/Per Head 3230-B Jujitsu Buddies Level 1 (PM)7/10/2021 7/31/2021 12:15P-1:00P $90.00/Per Head $81.00/Per Head $9.00/Per Head 3231-A Jujitsu Buddies Level 2 7/10/2021 7/31/2021 11:15A-12:00P $90.00/Per Head $81.00/Per Head $9.00/Per Head 3232-A Junior Jujitsu - June Sat.6/5/2021 6/26/2021 9:00A-10:00A $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3232-B Junior Jujitsu - June Tues.6/1/2021 6/29/2021 6:00P-7:00P $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3232-C Junior Jujitsu - July Sat.7/3/2021 7/31/2021 9:00A-10:00A $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3232-D Junior Jujitsu - July Tues.7/6/2021 7/27/2021 6:00P-7:00P $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3232-E Junior Jujitsu - Aug. Sat.8/7/2021 8/28/2021 9:00A-10:00A $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3232-F Junior Jujitsu - Aug. Tues. 8/3/2021 8/31/2021 6:00P-7:00P $90.00/Per Head - 1 Day wk $124.00/Per Head-2 Days wk $81.00/Per Head - 1 Day wk $111.60/Per Head-2 Days wk $9.00/Per Head - 1 Day wk $12.40/Per Head-2 Days wk 3234-A Strike Back Fitness - June 6/7/2021 6/28/2021 6:00P-6:45P $110.00/Per Head $99.00/Per Head $11.00/Per Head 3234-B Strike Back Fitness - July 7/12/2021 7/26/2021 6:00P-6:45P $110.00/Per Head $99.00/Per Head $11.00/Per Head 3234-C Strike Back Fitness - August 8/2/2021 8/30/2021 6:00P-6:45P $110.00/Per Head $99.00/Per Head $11.00/Per Head 5316-A Adult Jujitsu - June 6/1/2021 6/29/2021 7:00P-8:15P $90.00/Per Head $81.00/Per Head $9.00/Per Head 5316-B Adult Jujitsu-July 7/6/2021 7/27/2021 7:00P-8:15P $90.00/Per Head $81.00/Per Head $9.00/Per Head 5316-C Adult Jujitsu-August 8/3/2021 8/31/2021 7:00P-8:15P $90.00/Per Head $81.00/Per Head $9.00/Per Head Name Activity Description Beg Date End Date Time Period Program Rate Instructor Rate Amount to Recreation Chris Taylor 3840-A Youth Baseball Camp 8/9/2021 8/12/2021 9:00A-10:30A $80.00/Per Head $60.00/Per Head $20.00/Per Head 3841-B Advanced Baseball Camp 8/9/2021 8/12/2021 11:00A-1:00P $80.00/Per Head $60.00/Per Head $20.00/Per Head Resolution No. 2021 - ________ EXTRACT OF MINUTES OF MEETING OF TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE SUPERVISOR TO EXECUTE AN AMENDMENT TO AN AGREEMENT WITH CARDCONNECT, LLC FOR CREDIT CARD SERVICES AND LEASING OF CARD READERS FOR THE RECREATION DEPARTMENT At the regular 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 20th day of July 2021, at 7:00 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 of Irondequoit Recreation Department currently utilizes credit cards for payment for program registrations, facility reservations, and special events as forms of payment accepted; and WHEREAS, pursuant to resolution 2020-290, the Town Board authorized the Supervisor to enter into an agreement for the lease by the Recreation Department of Credit Card readers from CardConnect, LLC (the “Original Agreement”); and WHEREAS, the Original Agreement was for the lease of two iSC Touch 250 Card Readers, at a price of $25 per month each, however, the Recreation Department wishes to lease two additional card readers at that price, for an additional $25/month per reader, and therefore the parties now wish to enter into a Pricing Supplement amending the Original Agreement; and WHEREAS, funds have been appropriated for this purpose in Account #7140.4090.0000.7146; and WHEREAS, the Town Board determines that it is in the interests of the Town and its residents to enter into an amendment to the Original Agreement with CardConnect, LLC for the lease of an additional two card readers as set forth more fully above. NOW, THEREFORE BE IT RESOLVED, the Town Board authorizes the Supervisor to enter into an amendment to the Original Agreement with CardConnect, LLC for the additional leasing of card readers, in substantially the form as annexed hereto and 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 ____________ Supervisor Seeley voting ____________ Resolution No. 2021-_______ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING ENTERING INTO A CONTRACT WITH AMERICAN SPECIALTY HEALTH FITNESS, INC FOR THE NEW IRONDEQUOIT COMMUNITY CENTER At a regular 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 20th day of July 2021 at 7:00 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, pursuant to Resolution No. 2019-128, the Town Board authorized the construction and equipping of a new community center (the Irondequoit Community Center) at space leased in the former Irondequoit Mall, and the residents of the Town on June 30, 2019 voted at a special election to approve the financing of the Irondequoit Community Center; and WHEREAS, the Town broke ground on the construction of the Irondequoit Community Center on January 22, 2020, and the construction of the project is now nearing completion; and WHEREAS, pursuant to Resolution No. 2021-097, the Town Board authorized a membership fee schedule; and WHEREAS, the Town Board wishes to enter into contracts with multiple insurance companies for reimbursement in lieu of membership fees for those individuals with qualifying insurance; and WHEREAS, the Director of Recreation has collected and reviewed the contracts from the insurance companies; and WHEREAS, the Director of Recreation recommends entering into a health insurance contract with American Specialty Health Fitness, Inc., for the Irondequoit Community Center, attached; and WHEREAS, the Town Board has reviewed contracts proposed by the Director of Recreation and determines that it is in the best interests of the Town and its residents to adopt the health insurance contract. NOW, THEREFORE, BE IT RESOLVED, that the Town Board adopts the proposed health insurance contracts for the Irondequoit Community Center in the form attached hereto as Addendum “A” 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 _______ Addendum “A” – American Specialty Health Fitness, Inc. Contract July 20, 2021 National Fitness Center Services Agreement - MC Page 1 of 32 01/01/2021 AMERICAN SPECIALTY HEALTH FITNESS, INC. FITNESS CENTER SERVICES AGREEMENT National Fitness Center Services Agreement - MC Page 2 of 32 01/01/2021 Article 1 DEFINITIONS _________________________________________________________________ 5 1.01 Agreement ________________________________________________________________________________ 5 1.02 ASH Client _______________________________________________________________________________ 5 1.03 ASHLink. The ____________________________________________________________________________ 5 1.04 Benefit Year. ______________________________________________________________________________ 5 1.05 Contracted Center __________________________________________________________________________ 6 1.06 Effective Date _____________________________________________________________________________ 6 1.07 Fitness Center Participating Location ___________________________________________________________ 6 1.08 Member(s) ________________________________________________________________________________ 6 1.09 Member Eligibility/Benefits __________________________________________________________________ 6 1.10 Member Payments __________________________________________________________________________ 6 1.11 Member Termination Report __________________________________________________________________ 6 1.12 Non-Covered Services _______________________________________________________________________ 6 1.13 Party(ies) _________________________________________________________________________________ 6 1.14 Program Compensation Rate __________________________________________________________________ 6 1.15 Services __________________________________________________________________________________ 6 1.16 Standard Fitness Center Membership ___________________________________________________________ 6 1.17 Visit _____________________________________________________________________________________ 6 Article 2 ASH FITNESS’ RESPONSIBILITIES ______________________________________________ 7 2.01 Prepare and Maintain Program Manual __________________________________________________________ 7 2.02 Distribution of Revised Agreement, Attachments, Amendments, and Program Manual ____________________ 7 2.03 Records Management _______________________________________________________________________ 7 2.04 Maintain Eligibility _________________________________________________________________________ 7 2.05 Communication Regarding Participation of Fitness Center __________________________________________ 7 2.06 Deletion of Fitness Center Participating Location from Network Directories ____________________________ 7 2.07 ASH Fitness’ Payment to Fitness Center ________________________________________________________ 7 Article 3 FITNESS CENTER’S RESPONSIBILITIES ________________________________________ 8 3.01 Business License(s) and Comply with Federal and State Law ________________________________________ 8 3.02 Comply with Program Manual ________________________________________________________________ 8 3.03 Comply with Quality Management Program ______________________________________________________ 8 3.04 Compliance with Medicare and/or Medicaid Requirements. _________________________________________ 8 3.05 Immediate Notification by Fitness Center of Certain Occ urrences _____________________________________ 8 3.06 Notification of Change in Any Information ______________________________________________________ 8 3.07 Non-Interference with Property and Contract Rights _______________________________________________ 9 3.08 Election to Participate in all Product Offerings ____________________________________________________ 9 3.09 Provision of Member Services ________________________________________________________________ 9 3.09.1 Standard Fitness Center Membership. ______________________________________________________ 9 3.09.2 Conversion of Pre-Established Membership. _________________________________________________ 9 3.09.3 Fitness Center Staff. ____________________________________________________________________ 9 3.09.4 Offering of non-Covered Services and Notification to Members of Financial Responsibility for Member Payments for Non-Covered Services ________________________________________________________________ 9 3.09.5 Member Billing. ______________________________________________________________________ 10 3.09.6 Non Discrimination ___________________________________________________________________ 10 3.10 Verification of Member Eligibility and Services__________________________________________________ 10 3.11 Program Compensation _____________________________________________________________________ 10 3.12 Billing Report Submission __________________________________________________________________ 10 3.13 Reimbursement Adjustments_________________________________________________________________ 11 3.14 Fitness Center’s Participating Locations ________________________________________________________ 11 3.15 Liability Insurance Limits ___________________________________________________________________ 11 3.16 Fitness Center Removal from Provision of Program Services to Members by ASH Clien ts. ________________ 11 Article 4 CORRECTIVE ACTION PLANS ________________________________________________ 11 Article 5 TERM _______________________________________________________________________ 12 Article 6 TERMINATION _______________________________________________________________ 12 6.01 Termination of This Agreement with Cause with Notice ___________________________________________ 12 6.02 ASH Fitness Immediate Termination of This Agreement for Cause with Notice _________________________ 12 6.03 Fitness Center Program Participation Termination. _______________________________________________ 12 6.04 Fitness Center Appeal of Termination __________________________________________________________ 12 6.05 Effect of Termination ______________________________________________________________________ 12 6.06 Survival of Certain Contractual Provisions after Termination _______________________________________ 12 National Fitness Center Services Agreement - MC Page 3 of 32 01/01/2021 6.07 Fitness Center Responsibility during Termination Notice Period _____________________________________ 13 6.08 Fitness Center Responsibilities after Termination of Program, Location or Agreement ____________________ 13 Article 7 HOLD HARMLESS ____________________________________________________________ 13 Article 8 COMMUNICATION OF RELATIONSHIP WITH ASH FITNESS AND ASH CLIENTS __ 13 Article 9 RECORDS AND DATA COLLECTION ___________________________________________ 14 9.01 Maintenance of Records ____________________________________________________________________ 14 9.02 Access to Facility and Records _______________________________________________________________ 14 9.03 Confidential Member Information ____________________________________________________________ 14 Article 10 PROPRIETARY INFORMATION _______________________________________________ 15 Article 11 TRADEMARKS _______________________________________________________________ 16 11.01 Use of Names and Marks. _________________________________________________________________ 16 11.02 Injunctive Relief. ________________________________________________________________________ 16 Article 12 ASSIGNMENT AND CHANGE OF OWNERSHIP __________________________________ 16 Article 13 SUBCONTRACTS _____________________________________________________________ 17 Article 14 FORCE MAJEURE ____________________________________________________________ 17 Article 15 INDEPENDENT CONTRACTORS _______________________________________________ 17 Article 16 GOVERNING LAW ____________________________________________________________ 17 Article 17 SEVERABILITY ______________________________________________________________ 18 Article 18 DISPUTES BETWEEN FITNESS CENTER AND MEMBERS ________________________ 18 Article 19 DISPUTES BETWEEN FITNESS CENTER AND ASH FITNESS _____________________ 18 Article 20 DISPUTES BETWEEN FITNESS CENTER AND ASH CLIENT ______________________ 18 Article 21 NOTICES ____________________________________________________________________ 18 Article 22 CAPTIONS ___________________________________________________________________ 19 Article 23 NO THIRD PARTY BENEFICIARIES ____________________________________________ 19 Article 24 AMENDMENTS _______________________________________________________________ 19 Article 25 INSOLVENCY OF ASH FITNESS; PROTECTION OF INTERESTS OF FITNESS CENTER, MEMBERS, AND ASH CLIENTS _________________________________________________ 19 Article 26 ENTIRE AGREEMENT ________________________________________________________ 20 Article 27 EFFECTIVE DATE OF AGREEMENT ___________________________________________ 21 ATTACHMENT A - SILVER&FIT® BASIC ATTACHMENT _______________________________ 22 1.0 DEFINITIONS ___________________________________________________________________________ 22 1.01 Silver&Fit Program ______________________________________________________________________ 22 1.02 Silver&Fit Basic Fitness Center. ____________________________________________________________ 22 2.0 FITNESS CENTER OBLIGATIONS __________________________________________________________ 22 2.01 Free Trial Obligation. ____________________________________________________________________ 22 2.02 Fitness Center Listing Information. _________________________________________________________ 22 ATTACHMENT B – Silver&Fit Full Attachment __________________________________________ 23 1.0 DEFINITIONS ___________________________________________________________________________ 23 1.01 Designated Silver&Fit Exercise Classes ______________________________________________________ 23 1.02 Silver&Fit Program ______________________________________________________________________ 23 1.03 Silver&Fit Full Fitness Center. _____________________________________________________________ 23 1.04 Quarterly Social Activities ________________________________________________________________ 23 2. FITNESS CENTER OBLIGATIONS. _______________________________________________ 23 2.01 Designated Silver&Fit Exercise Classes ______________________________________________________ 23 2.02 Free Trial Obligation _____________________________________________________________________ 24 2.03 Silver&Fit Exercise Classes Health and Safety Guidelines _______________________________________ 24 National Fitness Center Services Agreement - MC Page 4 of 32 01/01/2021 2.04 Fitness Center Listing Information __________________________________________________________ 24 3. ASH FITNESS OBLIGATIONS. ___________________________________________________ 24 3.01 FitnessEngagement.com __________________________________________________________________ 24 3.02 Silver&Fit Online Fitness Center Listing _____________________________________________________ 24 ATTACHMENT C - ACTIVE&FIT® ATTACHMENT _____________________________________ 25 1.0 DEFINITIONS ___________________________________________________________________________ 25 1.01 Active&Fit Program _____________________________________________________________________ 25 2.0 FITNESS CENTER OBLIGATIONS __________________________________________________________ 25 2.01 Free Trial Obligation. ____________________________________________________________________ 25 ATTACHMENT D - INTENTIONALLY LEFT BLANK ____________________________________ 26 ATTACHMENT E – Intentionally Left Blank ____________________________________________ 27 ATTACHMENT F - Intentionally Left Blank _____________________________________________ 28 ATTACHMENT G – MEDICARE ADVANTAGE and Medicaid ADDENDUM _________________ 29 ATTACHMENT H – PROGRAM COMPENSATION ______________________________________ 32 National Fitness Center Services Agreement - MC Page 5 of 32 01/01/2021 AMERICAN SPECIALTY HEALTH FITNESS, INC. FITNESS CENTER SERVICES AGREEMENT THIS FITNESS CENTER SERVICES AGREEMENT, (“this Agreement”) is entered into between American Specialty Health Fitness, Inc., a Delaware corporation (“ASH Fitness”), and the fitness center whose name and other identifying information appear on the signature page herein (“Fitness Center”). This Agreement will be effective as of the Effective Date specified in Article 27 of this Agreement. Please read this Agreement carefully. This Agreement supersedes and replaces any prior Fitness Center Services Agreements entered into between ASH Fitness and Fitness Center. RECITALS WHEREAS, insurers, trust funds, health care service plans, health maintenance organizations, employer groups and other groups (collectively referred to as “ASH Clients” and further defined below) have entered into arrangements with ASH Fitness for the provision of Services to their Members (as defined below in Section 1.08); WHEREAS, ASH Fitness wishes to arrange for and facilitate the provision of Services to Members; WHEREAS, Fitness Center has all necessary licenses and authorizations to operate in its location(s) in the State(s) in which it operates and wishes to contract with ASH Fitness for the provision of Services to Members; NOW, THEREFORE, ASH Fitness and Fitness Center agree as follows: ARTICLE 1 DEFINITIONS. For purposes of this Agreement and in addition to the terms elsewhere defined herein, the following terms shall have the meanings indicated: 1.01 Agreement. Agreement is this Fitness Center Services Agreement between Fitness Center and ASH Fitness, the attachments and exhibits listed below, the Program Manual and any amendments to such documents. Attachment A: Silver&Fit® Basic Attachment Attachment B: Silver&Fit® Full Attachment Attachment C: Active&Fit® Attachment Attachment D: Intentionally Left Blank Attachment E: Intentionally Left Blank Attachment F: Intentionally Left Blank Attachment G: Medicare Addendum Attachment H: Program Compensation Attachment The attachments and exhibits listed above and the Program Manual are hereby incorporated by reference. However, Fitness Center’s obligations will be dependent upon its agreement to participate in the programs described in Attachment A through Attachment F as indicated on the signatory page of this Agreement. 1.02 ASH Client. ASH Client is a health care service plan, health maintenance organization, insurer, employer group, trust fund, third party administrator, or other person or entity who contracts with ASH Fitness or an ASH Fitness’ affiliate to arrange for the provision of Services. ASH Clients will be listed on the ASH Client List which is provided to Fitness Center by ASH Fitness. 1.03 ASHLink. The ASHLink® system as described in the Program Manual is a proprietary software system developed by an ASH Fitness affiliate and utilized by ASH Fitness to support the secure and confidential electronic distribution of information with Fitness Center via the Internet. 1.04 Benefit Year. Benefit Year is the twelve (12) month period specified in the ASH Client List. National Fitness Center Services Agreement - MC Page 6 of 32 01/01/2021 1.05 Contracted Center. Contracted Center is a fitness center that has contracted with ASH Fitness. 1.06 Effective Date. The Effective Date is the date this Agreement becomes operative, as specified in Article 27 of this Agreement. 1.07 Fitness Center Participating Location. A Fitness Center Participating Location is the Fitness Center location where Services will actually be performed. For ease of reference, Fitness Center and Fitness Center Participating Location shall be used interchangeably for a Fitness Center with only one participating location. 1.08 Member(s). Member(s) is/are individual(s) who is/are eligible to receive Services by meeting all the eligibility requirements for participation in a program. 1.09 Member Eligibility/Benefits. Member Eligibility/Benefits is information maintained by ASH Fitness or one of its affiliates pertaining to each Member regarding his or her eligibility, including initial date of eligibility, term of membership and benefits. 1.10 Member Payments. Member Payments are charges which are the direct financial responsibility of the Member and are paid directly to Fitness for any service which is a Non-Covered Service under this Agreement. 1.11 Member Termination Report. Member Termination Report as described in the program manual is a report which lists Members who have terminated their Membership at the Fitness Center and/or are no longer eligible for participation under the program. 1.12 Non-Covered Services. Non-Covered Services are all services other than a Standard Fitness Center Membership and any other program components as clearly laid out in each attachment and as applicable to the Member’s benefit. All Non-Covered Services are ineligible for compensation by ASH Fitness and are the direct responsibility of the Member. 1.13 Party(ies). Party(ies) is/are the individual(s) or entity(ies) that execute this Agreement. 1.14 Program Compensation Rate. The Program Compensation Rate is the amount ASH Fitness will pay Fitness Center for each Member who has signed a membership agreement with Fitness Center and has had at least 1 Visit in the month that Fitness Center is seeking compensation for. The Program Compensation Rate is set forth in Attachment H for each program that applies to this Agreement. 1.15 Services. Services are those collective services which fall under this Agreement and its Attachments A through Attachment F. 1.16 Standard Fitness Center Membership. A Standard Fitness Center Membership provides Member with at least the following services: access to a Fitness Center Participating Location during normal facility hours of operation for the use of cardiovascular exercise equipment (e.g. treadmills, exercise bicycles, “elliptical machines”, etc.), strength or resistance training equipment (e.g. selectorized equipment, free weights, etc.), and use of locker room. It also includes instructor -led classes (such as group fitness classes, Pilates, group cycling, yoga, etc.) which do not require a separate fee to be paid to Fitness Center for an individual class or set of classes, but are routinely included for the general membership as part of the general monthly fee. The Standard Fitness Center Membership does not include instructor-led classes, personal training and other amenities for which the Fitness Center routinely charges a separate fee. 1.17 Visit. Unless otherwise specified in a program attachment, a Visit is where a Member utilizes the Fitness Center Participating Location for exercise. A Visit does not include virtual video workout sessions or individual video exercises. National Fitness Center Services Agreement - MC Page 7 of 32 01/01/2021 ARTICLE 2 ASH FITNESS’ RESPONSIBILITIES. 2.01 Prepare and Maintain Program Manual. ASH Fitness shall prepare and maintain a program manual setting forth ASH Fitness’ policies, processes, standards and procedures regarding Fitness Center’s participation in any ASH Fitness’ fitness network (“Program Manual”). 2.02 Distribution of Revised Agreement, Attachments, Amendments, and Program Manual . ASH Fitness shall prepare and distribute any updated Agreements, attachments and exhibits, Member Termination Reports, ASH Client Lists, amendments and/or Program Manual, which may be revised by ASH Fitness in accordance with Article 24 of this Agreement. ASH Fitness may distribute all materials directly to Fitness Center and to each Fitness Center Participating Location, where such information pertains to the Fitness Center Participating Location. 2.03 Records Management. ASH Fitness and its affiliates shall develop, update and maintain policies and procedures that comply with applicable statutory and regulatory requirements for the secure and confidential storage, retention, retrieval and destruction of all records pertaining to its business operations, whether these records are in paper or electronic form. 2.04 Maintain Eligibility. ASH Fitness or its affiliates shall provide Fitness Center with services related to Member Eligibility verification for Services to be provided by Fitness Center. ASH Fitness makes no representation or guarantees concerning the number of Members, if any, that will access Fitness Center under this Agreement. 2.05 Communication Regarding Participation of Fitness Center. ASH Fitness and its affiliates shall communicate the participation of Fitness Center in ASH Fitness or its affiliates’ programs to existing and prospective ASH Clients in various forms, including but not limited to ASH Client proposals, ASH Fitness or ASH Client network directories and the applicable websites accessed by Members. Such communication may include information such as Fitness Center’s name and logo, address, telephone number, and available services. ASH Fitness shall assist Members to select a Contracted Facility under the Member’s program. In addition, ASH Fitness shall, within sixty (60) days of the effective date of a location, notify ASH Clients of the addition of a Fitness Center Participating Location where that location may perform Services for ASH Client. 2.06 Deletion of Fitness Center Participating Location from Network Directories. ASH Fitness will remove Fitness Center information from the online directory as of the effective date of Fitness Center Participating Location’s resignation or termination of this Agreement. 2.07 ASH Fitness’ Payment to Fitness Center. ASH Fitness shall compensate Fitness Center in accordance with the Program Compensation Rates specified in Attachment H under which Fitness Center is participating within thirty (30) days of receipt of a billing report for Services provided to Members. Fitness Center and ASH Fitness agree that a program of equal to best pricing and equal to best reimbursement model supports fair and competitive pricing and that fair and competitive pricing fosters program competition, enhancement and innovation, and reduces costs. The parties agree that Fitness Center will offer to ASH Fitness Equal To Or Best Pricing and an Equal To Or Best Reimbursement model f or Subsidized Fitness Programs. For the purposes of this Agreement and any Attachments, Subsidized Fitness Benefit Programs means any of programs by which an eligible individual receives membership with and/or access to Fitness Center in connection with Silver&Fit and Active&Fit (collectively “Fitness Benefit Programs”). Any ASH Fitness consumer-direct purchase program is not included in this definition. “Equal To Or Best Pricing” means that Fitness Center agrees that for each contract it enters with any third party(s) offering Subsidized Fitness Benefit Programs, the rates that Fitness Center will charge such third party(s) will not be less than the rate that Fitness Center charges ASH Fitness under this contract. Equal To Or Best Reimbursement Model means that Fitness Center will not utilize any reimbursement model that permits a third party offering Subsidized Fitness Benefit Programs to reimburse Fitness Center for fitness services at a lower rate than the rate that Fitness Center is charging ASH Fitness under this contract, regardless of the reimbursement model. National Fitness Center Services Agreement - MC Page 8 of 32 01/01/2021 Nothing herein shall prevent Fitness Center and a third party offering Subsidized Fitness Benefit Programs from agreeing to a rate lower than the rate Fitness Center charges ASH Fitness pursu ant to this contract at the time of the agreement, or from agreeing to a reimbursement model that permits the third party to reimburse Fitness Center for fitness services at a rate lower than the rate Fitness Center is charging ASH Fitness under this contract at the time of the agreement, regardless of reimbursement model. If Fitness Center contracts with a third party to offer lower pricing or a better reimbursement model than which it has with ASH Fitness, Fitness Center will provide notice to ASH Fitness in advance of the effective date of such third party agreement and, upon ASH Fitness’ written notice stating that ASH Fitness wishes to have the rates that Fitness Center charges ASH Fitness reduced to reflect the better pricing/reimbursement model offered to the third party (“Pricing Notice”), Fitness Center shall automatically provide the same lower pricing and/or the better reimbursement model to ASH Fitness as of the effective date of the third party contract. Upon ASH Fitness’ delivery to Fitness Center of the Pricing Notice, this agreement will be deemed automatically amended to incorporate the lower rates and/or better reimbursement model with all other contract terms remaining unchanged. The parties agree that the existence of Equal To Or Best Pricing and Reimbursement Models will be subject to audits by an independent third party agreed upon by ASH Fitness and Fitness Center. If Fitness Center does not provide the advance notice required by this paragraph, ASH Fitness shall have the right to recover the difference between the lower price and/or reimbursement model and ASH Fitness’ current pricing and reimbursement model as of the effective date of the lower price and/or reimbursement model by offsetting future payments to Fitness Center until suc h time the recovery is complete. Such remedy does not exclude ASH Fitness from seeking other remedies to which it may be entitled. ARTICLE 3 FITNESS CENTER’S RESPONSIBILITIES. 3.01 Business License(s) and Comply with Federal and State Law. Fitness Center shall maintain and demonstrate upon request by ASH Fitness that Fitness Center has appropriate business licenses for its operations at each of the Fitness Center Participating Locations and meets all federal and state regulations applicable to such operations. 3.02 Comply with Program Manual. Fitness Center shall comply fully with the Program Manual as described in Section 2.01. 3.03 Comply with Quality Management Program. Fitness Center shall comply with ASH Fitness’ quality management program and shall cooperate with ASH Fitness in ASH Fitness’ administration of its grievance procedures, which can be found in the Program Manual, including procedures to resolve complaints or grievances filed by Members with ASH Fitness as they pertain to Fitness Center and its responsibilities under this Agreement. 3.04 Compliance with Medicare and/or Medicaid Requirements. Where Fitness Center is providing Services to Members enrolled in an ASH Client’s Medicare Advantage plan and/or Medicaid Managed Care plans, Fitness Center shall comply with the provisions outlined in Attachment G to this Agreement. 3.05 Immediate Notification by Fitness Center of Certain Occurrences. Fitness Center shall notify ASH Fitness in writing by overnight mail service, email, facsimile or other means of notification made available to Fitness Center by ASH Fitness within forty-eight (48) hours of the occurrence of: i) the commencement of any voluntary or involuntary bankruptcy proceedings by or against Fitness Center or any similar proceedings; ii) any lapse of general and/or professional liability insurance maintained by Fitness Center; iii) the filing of criminal charges against Fitness Center’s owners, directors, management or staff that directly interact with Members that Fitness Center’s owner(s) or manager(s) know(s), or reasonably should have known ; iv) a change in Fitness Center’s ownership; (v) any change to, including but not limited to the loss or potential loss of, its business license; and (vi) any potential non-compliance or suspected non-compliance with applicable federal or state law or regulation relevant to this Agreement. 3.06 Notification of Change in Any Information. Fitness Center shall notify ASH Fitness at least sixty (60) days prior to any change in Fitness Center or Fitness Center Participating Location’s physical address, Fitness Center or Fitness Center Participating Location’s mailing address, telephone number, email address, office hours, taxpayer identification number, or any other information listed in the Network Application. Where National Fitness Center Services Agreement - MC Page 9 of 32 01/01/2021 sixty (60) days prior notice is not possible, Fitness Center shall notify ASH Fitness as soon as possible of such changes. 3.07 Non-Interference with Property and Contract Rights. During the term of this Agreement and for one (1) year following the date of its termination, Fitness Center agrees that Fitness Center shall not interfere with ASH Fitness or an ASH Fitness affiliate’s property or contract rights with any ASH Client or Member. This includes, but is not limited to, advising any Member to dis-enroll from any Services, advising any party who has contracted with ASH Fitness or an ASH Fitness Affiliate to terminate, cancel or de cline renewal of its contract, and/or solicit any Member to enroll for the provision of similar services offered by any other firm administering fitness benefit programs, health care service plan, health maintenance organization, health insurer, preferred provider organization or any other similar organization. If Fitness Center violates this Section, Fitness Center acknowledges that it will be responsible for paying any and all actual damages incurred by ASH Fitness or any ASH Client as a result of that vi olation and may be liable for other costs, expenses, damages, claims or liabilities; and, if money damages are insufficient to compensate ASH Fitness or ASH Client for the violation of this Section, Fitness Center may be subject to an injunction prohibiting the activity which constitutes a violation of this Section and/or other equitable relief. Nothing in this Section shall affect any of ASH Fitness’ other rights under this Agreement, at law or in equity. Nothing in this Section shall prohibit Fitness Center from maintaining a direct relationship with Member that is no longer enrolled in a program with ASH Fitness or its affiliates due to Member dis -enrollment or termination of this Agreement. 3.08 Election to Participate in all Product Offerings. Fitness Center may elect to participate in any program specified in Attachment A through Attachment F and indicates in Article 27 which programs it wishes to participate in. Fitness Center is not obligated to participate in all programs but must participate in at least one program at all times while this Agreement is in effect. Any time after the Effective Date of the Agreement Fitness Center may choose to expand the programs it participates in. However, after the Effective Date Fitness Center may only terminate participation in a specific program, pursuant to Article 6. 3.09 Provision of Member Services. Fitness Center responsibilities for the provision of Member Services are outlined in this Section 3.09. 3.09.1 Standard Fitness Center Membership. Fitness Center shall provide Members with a Standard Fitness Center Membership and any other services as required by the applicable program attachments. The Standard Fitness Center Membership shall include, at no cost to the Member, an orientation session to familiarize Members with the Fitness Center and its equipment. 3.09.2 Conversion of Pre-Established Membership. Fitness Center agrees to assist any Member that has a previously established membership with Fitness Center and the Member becomes eligible for a program under this Agreement. Fitness Center will freeze the Member’s previously established Fitness Center membership, or terminate the membership without any penalty to the member and accept the Program Compensation rate as payment in full for the Standard Fitness Center Membership on behalf of the Member while they are eligible for ASH Program Services. Where a Member is no longer eligible for ASH Program Services and the membership was frozen, Fitness Center shall re-activate the Member’s frozen membership subject to the original terms and conditions of the previously established membership. Fitness Center shall not charge Member any activation fees or penalties for the re-activation and such membership shall be reinstated for the period of time that was remaining on the membership at the time it was frozen. 3.09.3 Fitness Center Staff. Fitness Center agrees to support Services by training one or more Fitness Center employee(s) in the ASH Fitness programs to support Member questions and enrollment into the applicable Services as described in this Agreement and its Attachments during normal business hours. 3.09.4 Offering of non-Covered Services and Notification to Members of Financial Responsibility for Member Payments for Non-Covered Services. Fitness Center may upgrade or sell Members additional products or services not covered under this Agreement or any applicable program National Fitness Center Services Agreement - MC Page 10 of 32 01/01/2021 attachment but only if Fitness Center informs Members in advance and in writing that such products and services are Non-Covered Services, are the Member’s financial responsibility, and are completely voluntary on the part of the Member. Fitness Center shall collect appropriate Member Payments as that term is defined in Section 1.10, at the time of service and shall bill Members according to the procedures described in the Program Manual. Where a Member upgrades their Standard Fitness Center Membership, Fitness Center agrees that the upgraded membership will be equal to or less than the pricing offered to the general public (“Upgraded Membership Price”) and the cost to the Member shall be the Upgraded Membership Price minus the Fitness Center’s standard fee for a basic membership (this is not the Program Compensation Rate but the standard fee charged by the Fitness Center). Fitness Center agrees to refund any amounts paid by a Member that the Fitness Center collects in a manner not consistent with this Section. 3.09.5 Member Billing. Nothing in this Agreement shall preclude Fitness Center from charging Member for Services rendered, where Member is determined to not be eligible, including retroactive determinations, for a program under this Agreement and where Fitness Center complied with Section 3.10. Any such charges shall be consistent with Fitness Center’s lowest standard membership dues. In addition, as Section 3.09.4 details, Fitness Center may charge a Member for Non-Covered Services where Member has been informed prior to the provision of the Non-Covered Services. 3.09.6 Non Discrimination. Fitness Center shall not illegally discriminate against Member for any reason, including but not limited to race, ethnicity, national origin, religion, gender, age, mental or physical disability, health status, payment experience, medical history, genetic information, gender identity, veteran status, evidence of insurability or geographic location within the service area or source or amount of compensation. Fitness Center shall offer Services to a Member covered by ASH Fitness or one of its affiliates in the same manner, in accordance with the same standards, and within the same time availability as services offered to members who are not covered by ASH Fitness or its affiliates. 3.10 Verification of Member Eligibility and Services. Unless otherwise specified in a program attachment, Fitness Center shall verify Member Eligibility and applicable Services with ASH Fitness at the time of a Member’s first attempt to utilize Fitness Center Participating Location within a Benefit Year. Fitness Center shall verify the Member’s eligibility with ASH Fitness by using the member’s fitness card/welcome letter or by collecting the member’s first name, last name and day/month of birth. Fitness Center may contact ASH Fitness via ASHLink or call customer service to verify eligibility. Member’s current fitness card/welcome letter is not a guarantee of current eligibility and Fitness Center must verify the Member’s eligibility with ASH Fitness upon the Member’s first Visit to the Fitness Center Participating Location. 3.11 Program Compensation. Fitness Center shall accept Program Compensation Rates, as specified in Attachment H as payment in full for the Fitness Center Visits and Services provided pursuant to this Agreement. Fitness Center shall not charge the Member an initiation fee, enrollment fees, processing fee, monthly membership fees and/or any other administrative fees for the Standard Fitness Center Membership. Fitness Center shall be responsible for any and all sales, use or other taxes which may be imposed on the compensation paid to Fitness Center by ASH Fitness or any fees for Non-Covered Services collected from a Member. The number of Visits compensated in a month shall not limit the number of Visits a Member may make to Fitness Center in a month. Members must have unlimited access during Fitness Center hours of operation and their visits may exceed the Visits compensated per month as specified in Attachment H. A Member may make multiple Visits to Fitness Center over the course of one day, however, Fitness Center is only entitled to receive compensation for one (1) of those Visits per day. Program services will be compensated by ASH Fitness up to the maximum number of sessions and the maximum amount specified in Attachment H. 3.12 Billing Report Submission. Unless otherwise specified in a program attachment, Fitness Center will submit a billing report each month and shall provide supporting information to ASH Fitness that identifies each Visit at a Fitness Center Participating Location, the Member name, Member’s Fitness Identification number program abbreviation, Member month and day of birth and the dates of the Visit. Total number of visits will not be accepted for reimbursement. Such information should be submitted electronically via ASHLink unless National Fitness Center Services Agreement - MC Page 11 of 32 01/01/2021 an alternate method has been agreed to by ASH Fitness. Any reports not received via ASHLink will not be accepted for payment. ASH Fitness will reject any reports that are not submitted in the required format and/or do not include the required fields listed in this section. Only actual Visits to the Fitness Center Participating Location should be submitted. Virtual or streamed video workout sessions or individual video exercises by eligible Members are not permitted to be billed for reimbursement and should not be submitted in the billing report. Including such activities on the billing report may be considered by ASH Fitness as fraudulent billing. ASH Fitness reserves the right to perform random audits to verify accuracy of billing reports and may also contact members to confirm Visits made to a Fitness Center Participating Location. Billing reports received over ninety (90) days after the date of service will not be approved for payment due to late submission. Fitness Center shall waive all charges against Member, ASH Fitness and/or ASH Client related to a billing report received by ASH Fitness more than ninety (90) days after the date of service. 3.13 Reimbursement Adjustments. ASH Fitness may be required to make an adjustment to a reimbursement previously paid by ASH Fitness in order to correct an over or under payment as a result of (1) corrected information received by ASH Fitness, or (2) incorrect determination of benefit or (3) an incorrect calculation of payment amounts. The process for any reimbursement adjustment shall be set forth in the Program Manual. 3.14 Fitness Center’s Participating Locations. Where Fitness Center has more than one location operating under the terms of this Agreement, Fitness Center shall have additional obligations, including but not limited to: Agreement notification, informing participating locations, and members’ use of multiple locations. These additional obligations shall be described in the Program Manual. Fitness Center shall require each Fitness Center Participating Location to comply with the requirements of this Agreement and any applicable state or federal law or regulations, including but not limited to, the federal False Claims Act (31 U.S.C. §§ 3729– 3733). Any incidents of non-compliance should be reported immediately to ASH Fitness upon discovery. 3.15 Liability Insurance Limits. Fitness Center shall maintain professional liability insurance, comprehensive general liability insurance and/or any other insurance policies, including but not limited to Workers’ Compensation, in accordance with ASH Fitness’ liability insurance requirements in this Agreement. Fitness Center shall notify ASH Fitness within five (5) days of any material change to any or all insurance policies , which shall include, but not be limited to, a reduction in a policy amount or cancellation or non-renewal of a policy. All such policies required under this section shall be primary to any insurance available to ASH Fitness. This insurance requirement will be required for each of the Fitness Center Participating Locations. Fitness Center shall maintain general liability insurance in the amount of one million dollars ($1,000,000) for each occurrence and one million dollars ($1,000,000) in the aggregate, and professional liability insurance in the amount of one million dollars ($1,000,000) per claim and one million dollars ($1,000,000) in the aggregate per year for each Fitness Center Participating Location. ASH Fitness recognizes that the Fitness Center is a municipality and as such may be self-funded under provisions of applicable state statutes and local ordinances. 3.16 Fitness Center Removal from Provision of Program Services to Members by ASH Clients. Fitness Center acknowledges that an ASH Client may, in its sole discretion, request ASH Fitness to remove or restrict Fitness Center from providing Member Services to ASH Client’s Members and if necessary impose a CAP on Fitness Center as further described in Article 4 below. ARTICLE 4 CORRECTIVE ACTION PLANS Corrective Action Plans. ASH Fitness shall have the ability to evaluate Fitness Center’s participation and performance in accordance with the terms of this Agreement and fitness industry business practices. If ASH Fitness finds that Fitness Center is not performing in accordance with the terms of this agreement, ASH Fitness may issue a Corrective Action Plan (CAP) to Fitness Center as more fully described in the Program Manual. Fitness Center acknowledges that a frequent or repeated lack of compliance with a program requirement may be considered a pattern of performance that is unacceptable to ASH Fitness and may consider this a material breach of the Agreement giving rise to the right to terminate the Agreement for cause pursuant to Section 6.02. National Fitness Center Services Agreement - MC Page 12 of 32 01/01/2021 ARTICLE 5 TERM. The initial term of this Agreement shall be from the Effective Date specified in Article 27 of this Agreement through and including December 31st of the current year subject to the termination provisions set forth in Article 6. After the initial term, this Agreement shall automatically renew for one (1) year on each successive January 1st, unless a) either Party provides the other Party with written notice at least one hundred twenty (120) days prior to the renewal date of its intention not to renew this Agreement, or b) prior to such renewal, the Agreement is terminated pursuant to Article 6. ARTICLE 6 TERMINATION. 6.01 Termination of This Agreement with Cause with Notice . Notwithstanding any other provision in this Agreement, either Party may terminate this Agreement with cause for the other Party’s breach of any material term, covenant or condition and subsequent failure to cure such breach. The Party asserting cause for termination of this Agreement (“Terminating Party”) shall provide written notice of termination to the other Party (“Receiving Party”). The notice of termination shall specify the breach or deficiency underlying the cause for termination. Receiving Party shall have thirty (30) calendar days from the receipt of such notice to cure the breach or deficiency to the satisfaction of the Terminating Party. If Receiving Party fails to cure the breach or deficiency, this Agreement shall terminate upon written notice from the Terminating Party. The termination date shall be the date the Receiving Party receives such notice or such other date as may be specified in the notice. 6.02 ASH Fitness Immediate Termination of This Agreement for Cause with Notice. ASH Fitness may terminate this Agreement, or a Fitness Center Participating Location(s) participation, immediately upon written notice by ASH Fitness to Fitness Center upon any of the following occurrences: a) A determination that services rendered to a Member by Fitness Center in conjunction with this Agreement do not meet the recognized fitness industry standards adopted by ASH Fitness and/or potentially place a Member at risk; b) Any material misrepresentation, falsification or failure to provide accurate information to ASH Fitness, ASH Client, or a Member by Fitness Center or Fitness Center’s staff, agent or representative in connection with this Agreement; c) The filing and/or conviction of any criminal charges against Fitness Center’s directors, officers, owners or employees; d) The termination of any contractual relationship other than this Agreement between Fitness Center and ASH Fitness, or an ASH Fitness’ affiliate; e) Fitness Center is not participating in at least one program pursuant to this Agreement; f) Fitness Center has no Fitness Center Participating Locations; or g) Any occurrence or condition which materially impairs the ability of Fitness Center or a Fitness Center Participating Location to perform responsibilities under this Agreement. 6.03 Fitness Center Program Participation Termination. Fitness Center may terminate participation in a program by providing at least one hundred twenty (120) days’ notice prior to the expiration of the current term. Such termination of participation will be effective on January 1st immediately preceding the notice. 6.04 Fitness Center Appeal of Termination. Fitness Center may appeal ASH Fitness’ termination for cause by providing a written request to ASH Fitness within thirty (30) days from the date of the termination notice by ASH Fitness. Such appeal rights may occur before and/or after the effective date of termination. If a termination appeal results in a reinstatement, ASH Fitness may provide Fitness Center with a new Effective Date for this Agreement 6.05 Effect of Termination. Except as otherwise provided herein, this Agreement shall be of no further force or effect following the date of termination, except that each Party shall remain liable for any ob ligations or liabilities arising from the activities carried on by it hereunder prior to the date of termination. 6.06 Survival of Certain Contractual Provisions after Termination. Notwithstanding any other provision of this Agreement, the following provisions of this Agreement shall survive any termination of this Agreement: National Fitness Center Services Agreement - MC Page 13 of 32 01/01/2021 Sections 2.02, 2.04, 3.01, 3.07, 3.09.2, 6.05, 6.06, and 6.07, in addition to, Article 7, Article 8, Article 9, Article 10, Article 15, Article 16, Article 18, Article 19, and Article 20. 6.07 Fitness Center Responsibility during Termination Notice Period. Where Fitness Center or ASH Fitness provides notice of non-renewal pursuant to Article 5 or termination pursuant to Section 6.01 Fitness Center shall continue to provide Services pursuant to this Agreement up to and including the effective date of termination or non-renewal. 6.08 Fitness Center Responsibilities after Termination of Program, Location or Agreement. Fitness Center understands that materials such as network directories provided to Members by ASH Fitness or ASH Clients may continue to reflect that a location is participating in the ASH Fitness and/or ASH Client’s network for some period of time following the termination of a location’s participation. Therefore, to avoid Member confusion regarding the location’s status with ASH Fitness, regardless of which Party terminates this Agreement or a location’s participation, Fitness Center shall inform any Member who seeks Services that the location is no longer contracted with ASH Fitness. ARTICLE 7 HOLD HARMLESS. Fitness Center shall be solely responsible for and shall hold ASH Fitness free and harmless from any claims, losses, damages, liabilities, costs, expenses, attorneys' fees and costs or obligations arising from or relating to: i) any negligent act or omission of Fitness Center, Fitness Center’s agents, partners, associates, employees or representatives in providing or failing to provide Services in conjunction with this Agreement to Members; ii) arising from or relating to any negligent act or responsibility of Fitness Center in connection with its responsibilities under this Agreement; or iii) any injuries occurring at the Fitness Center caused by Fitness Center. Nothing in this Agreement constitutes a waiver by Fitness Center of any statutory or common law defenses, immunities or limits on liability. ASH Fitness shall be solely responsible for and shall hold Fitness Center free and harmless from any claims, losses, damages, liabilities, costs, expenses, attorneys’ fees and costs or obligations arising from or relating to any negligent act or omission of ASH Fitness, its agents, employees or representatives in connection with ASH Fitness’ responsibilities under this Agreement. The party requesting indemnification “Indemnified Party” will notify the other party “Indemnifying Party” in writing of its knowledge or receipt of any notice of a potential demand, claim or legal action (collectively “Legal Claim”) or the commencement a Legal Claim as soon as practicable, provided that the failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this Agreement except to the extent that the Indemnifying Party’s ability to defend against or avoid Legal Claims has been prejudiced by such delay. The Indemnifying Party shall promptly (and in no event later than thirty (30) days after receiving notice of a Legal Claim) decide whether to assume control of the defense of a Legal Claim. If the Indemnifying Party does not elect to control such defense, then the Indemnified Party shall assume such control of the defense and the Indemnifying Party will remain liable to indemnify for all reasonable attorneys’ fees and costs. In the event that the Indemnifying Party elects to control the defense of Legal Claims, the Indemnifying Party’s choice of counsel shall be reasonably satisfa ctory to the Indemnified Party, and the Indemnified Party shall be entitled to participate in such defense and shall cooperate fully in connection therewith, including in determining the validity of any Legal Claim or assertion requiring indemnity hereunder and in defending against third parties with respect to the same. The party that is not controlling the defense of a Legal Claims may have its own counsel present at its own cost to monitor proceedings related to the Legal Claims. The Indemnifying Party hereby agrees not to settle or compromise any Legal Claims without prior written consent of the Indemnified Party. ARTICLE 8 COMMUNICATION OF RELATIONSHIP WITH ASH FITNESS AND ASH CLIENTS. Fitness Center shall not initiate any written communication, solicitation or advertisement of any type referencing the relationship with ASH Fitness and/or ASH Client without the prior written approval of the communication by ASH Fitness. This includes, but is not limited to, Internet web pages, social networking, newspapers, yellow pages, billboards, mass mailings, telemarketing, location posters or business cards. Only where ASH Fitness reviews and gives prior written approval may Fitness Center display and/or distribute materials to promote programs associated with this Agreement. If Fitness Center sends an advertisement or communication without prior approval from ASH Fitness, ASH Fitness reserves the right to remove Fitness Center from its Fitness Center directory and restrict access to new members for a period of one (1) month for the first occurrence and three (3) months for the second occurrence. National Fitness Center Services Agreement - MC Page 14 of 32 01/01/2021 ASH fitness reserves the right to terminate this Agreement after the third occurrence of an advertisement or communication being sent without ASH Fitness’ approval. ARTICLE 9 RECORDS AND DATA COLLECTION. 9.01 Maintenance of Records. Fitness Center shall maintain and provide ASH Fitness, and upon the request of ASH Clients, U.S. Department of Health and Human Services, U.S. Department of Justice, Office of Inspector General, Center for Medicare and Medicaid Services and/or other federal and state agencies, with all records relating to Services provided to each Member by Fitness Center, in such form and containing such information as is required by applicable federal and state law, and such other information as ASH Fitness, ASH Clients, or other such agencies may require. For Members enrolled in an ASH Client’s Medicare Advantage and/or Medicaid plans, records shall be retained in accordance with Section 8 of Attachment G. For all other Members, such records shall be retained by Fitness Center the greater of ten years or in accordance with applicable state laws. 9.02 Access to Facility and Records. Fitness Center shall provide access to ASH Fitness, at reasonable times upon request by ASH Fitness, ASH Client, and/or regulatory agencies with oversight of ASH Fitness or ASH Client operations, to monitor program compliance and inspect Fitness Center’s facilities, equipment, books, papers, and records relating to Fitness Center's performance under this Agreement. 9.03 Confidential Member Information. 9.03.1 ASH Fitness and its affiliates shall protect access to, and distribution of, information and/or records that are subject to regulatory requirements for protection of member information and privacy including, but not limited to protection for non-public personal information. Therefore, ASH Fitness and Fitness Center shall abide by all applicable Federal and State laws and regulations regarding privacy, security and disclosure of Member personal information. Fitness Center agrees to maintain records and other information with respect to Members in an accurate and timely manner, to provide timely access by Members to the records and information that pertain to them and to safeguard the privacy of any non-public information that can be used to identify a particular Member. Fitness Center shall limit uses and disclosures of personal information obtained in connection with this Agreement (including any information received from ASH Fitness or through ASHLink) solely for payment and related operational purposes permitted or required by this Agreement or as required by law. Fitness Center shall use such personal information only to the extent minimally necessary to satisfy those obligations. Any other use of personal information obtained in connection with this Agreement is strictly prohibited unless required by law or as otherwise permitted in writing by ASH Fitness. This specifically includes using Member’s personal information obtained or created in fulfillment of obligations under this Agreement for marketing and fundraising purposes. Fitness Center further certifies that use of any information collected, created or received through access as noted above is strictly limited to purposes required to meet obligations under this agreement and may not be directly or indirectly sold, exchanged, bartered or otherwise brokered for consideration to any third parties. 9.03.2 Upon discovering an incident where the personal information of a Member could have been acquired, used or disclosed in a manner not permitted under this Agreement, including situations where such personal information could have been viewed by persons other than Fitness Center employees authorized by the Fitness Center to perform duties under this Agreement, Fitness Center shall immediately, but in no case later than one business day, report the incident to ASH Fitness’ Privacy Office. Fitness Center will expediently supply all information reasonably requested by ASH Fitness regarding the investigation of suspected privacy incidents referenced above. 9.03.3 Fitness Center shall advise members of its workforce of their obligations to protect and safeguard Members’ personal information obtained or created in the fulfillment of Fitness Center’s obligations under this Agreement. Fitness Center will develop, implement, maintain and use appropriate administrative, technical and physical safeguards consistent with minimum standards set forth in state or federal law (such as the Social Security Act §1173(d), 45 C.F.R. §164.530(c)(1) and any other implementing regulations issued by the U.S. Department of Health and Human Services), to National Fitness Center Services Agreement - MC Page 15 of 32 01/01/2021 preserve the integrity and confidentiality of and to prevent non-permitted or violating use or disclosure of Member’s personal information. 9.03.4 Fitness Center shall notify ASH Fitness Privacy Office immediately of any requests received from a Member related to obligations under this Agreement for restrictions on uses and disclosure of personal information, any requests for deletion of personal information, any requests for an accounting of personal information, or any requests to authorize an agent to act on the Member’s behalf. Fitness Center will direct any questions or concerns regarding ASH’s privacy practices to the ASH Privacy Office. 9.03.5 ASH Fitness is the exclusive owner of information, including personal information, generated or used by Fitness Center for fulfillment of its obligations under the terms of this Agreement. 9.03.6 Fitness Center will indemnify and hold harmless ASH Fitness, its officers, directors, employees or agents from and against any claim, cause of action, liability, damage, cost or expense, including attorneys’ fees and costs and court or proceeding costs, arising out of or in connection with any non- permitted or violating use or disclosure of Members’ personal information by Fitness Center or any subcontractor, agent, person or entity under Fitness Center’s control. Nothing in this Agreement constitutes a waiver by Fitness Center of any statutory or common law defenses, immunities or limits on liability. ASH Fitness will indemnify and hold harmless Fitness Center, its officers, directors, employees or agents from and against any claim, cause of action, liability, damage, cost or expense, including attorneys’ fees and costs and court or proceeding costs, arising out of or in connection with any non-permitted or violating use or disclosure of Members’ personal information by ASH Fitness or any subcontractor, agent, person or entity under ASH Fitness’ control. Nothing in this Agreement constitutes a waiver by ASH Fitness of any statutory or common law defenses, immunities or limits on liability. 9.03.7 Upon termination, cancellation, expiration or other conclusion of the services provided by Fitness Center, Fitness Center will if feasible, return to ASH Fitness or destroy as permitted by law all Confidential Member Information in whatever form or medium including any electronic medium under Fitness Center’s custody or control that Fitness Center created or received for or from ASH Fitness. Fitness Center will complete such return or destruction as promptly as possible, but no later than thirty (30) days after the effective date of the termination, cancellation, expiration or other conclusion of the services provided by Fitness Center. If return or destruction of Confidential Member Information is infeasible, Fitness Center will extend the protections of this Article 9 to such information and limit its further use or disclosure to those purposes that make return or destruction of Confidential Member Information infeasible. 9.03.8 Notices to the ASH Fitness Privacy Office may be sent by overnight mail, first class mail, email or hand delivery to: American Specialty Health Fitness, Inc. Attn: Privacy Officer 10221 Wateridge Circle San Diego, CA 92121 E-mail: HIPAA@ashn.com Tel: (800) 848-3555 Fax: (858) 237-3839 ARTICLE 10 PROPRIETARY INFORMATION. All information, documents, software and other materials of any sort furnished to Fitness Center by ASH Fitness including, without limitation, this Agreement and any rates included in this Agreement, the Program Manual, any Client Lists, and any copyrighted or trademarked materials, shall be the property of ASH Fitness and shall be treated as confidential. Such proprietary information shall not be disclosed to anyone who does not have a need to know such information and is only to be used by Fitness Center in connection with the performance of Fitness Center's obligations under this Agreement and only in the manner provided for in this Agreement. Fitness Center shall not National Fitness Center Services Agreement - MC Page 16 of 32 01/01/2021 disclose or use any proprietary information or trade secrets for Fitness Center’s own benefit during the term of this Agreement or after termination of this Agreement, except as required by law or as authorized in writing by ASH Fitness. Fitness Center shall have no ownership rights in said proprietary information including, but not limited to, copying, use or distribution of said proprietary information. ASH Fitness acknowledges that Fitness Center is subject to the requirements of its state’s Public Records Act and that some information which ASH Fitness deems confidential may be disclosed under this Act. In the event that any such proprietary information of ASH Fitness is required to be disclosed by Fitness Center by law or valid order of a court or other governmental authority, Fitness Center shall, to the extent legally permitted, give notice to ASH Fitness. ASH Fitness shall be responsible for objecting to such disclosure or for obtaining a protective order requiring that the propriety information so disclosed be used only for the purposes for which the order was issued. Upon termination of this Agreement, Fitness Center shall destroy all proprietary information in Fitness Center's possession. Fitness Center shall cooperate with ASH Fitness in maintaining the confidentiality of such proprietary information at all times during and after termination of this Agreement. Fitness Center acknowledges that a breach of the terms and conditions of this Article shall cause immediate and irreparable harm to ASH Fitness, and as such, ASH Fitness shall be entitled to seek any monetary and equitable relief allowed by law. Notwithstanding the foregoing, in the event a breach of confidentialit y involves any rates set forth in this Agreement, ASH Fitness may, in its discretion, immediately reduce the compensation rates paid to Fitness Center. ARTICLE 11 TRADEMARKS 11.01 Use of Names and Marks. This Agreement does not grant Fitness Center a license or sublicense, except as provided in this Article 11, to use the names, trademarks, service marks, corporate names, trade names, domain names, or logos owned by ASH Fitness or its parent company American Specialty Health Incorporated (“ASH Marks”). During the term of this Agreement Fitness Center may use ASH Fitness’ name or ASH Marks solely in connection with identifying the relationship as contemplated in this Agreement or as specified in the Program Manual. Any other use of ASH Marks is subject to the prior review and written approval of ASH Fitness. Fitness Center shall be allowed to use the ASH Marks Silver&Fit®, Silver&Fit Signature Series Classes®, Active&Fit®, and/or ExerciseRewardsTM on its web sites and print media for the promotion of Fitness Center’s participation in the applicable programs for which Fitness Center is a Contracted Facility1. Such use must comply with this Article and the “Guidelines for Trademark Use by Third Parties” issued by ASH Fitness from time to time, a current version of which can be found in the Program Manual. Approval in this Section shall be deemed automatically withdrawn upon the effective date of expiration or termination of this Agreement, unless sooner withdrawn by written notice from ASH Fitness. 11.02 Injunctive Relief. The Parties agree that a breach of the terms and conditions of this Article may cause immediate and irreparable harm. Therefore, in addition to any other rights or remedies available at law or in equity, ASH Fitness is entitled to seek injunctive relief to restrain or enjoin the breach, without any requirement of bond or security. ARTICLE 12 ASSIGNMENT AND CHANGE OF OWNERSHIP. ASH Fitness may, in its discretion, assign all or a portion of its rights or responsibilities under this Agreement to any party at any time without approval of Fitness Center. All provisions of this Agreement and obligations arising hereunder shall extend to and be binding upon the Parties hereto and their respective successors and assignees and shall inure to the benefit, and be enforceable by the Parties hereto and their respective legal representatives, successors and assignees. 1 Silver&Fit, Silver&Fit Signature Series Classes, Active&Fit, and ASHLink are registered trademarks of American Specialty Health, Incorporated. All rights are hereby reserved. National Fitness Center Services Agreement - MC Page 17 of 32 01/01/2021 ARTICLE 13 SUBCONTRACTS Fitness Center shall not subcontract any of its obligations under this Agreement to any third party without the prior written approval of ASH Fitness, which may be withheld or withdrawn in its sole discretion. Where ASH Fitness allows Fitness Center to subcontract any of its obligations to another party, Fitness Center shall remain ultimately responsible to ASH Fitness for the Services performed hereunder. ARTICLE 14 FORCE MAJEURE. Neither party will be liable for delay in delivery or nonperformance in whole or in part (other than a failure to pay any amount due hereunder), nor will the other party have the right to terminate this Agreement where delivery or performance has been affected by a Force Majeure Event, except as otherwise specifically provided in this Section or in any Termination provisions of this Agreement. "Force Majeure Event" means any act or event, whether foreseen or unforeseen, that prevents a nonperforming party, in whole or in part, from performing its obligations under this Agreement, or satisfying any conditions to the obligations of the performing party under this Agreement where: (i) the act or event is beyond reasonable control of and not the fault of the nonperforming party, e.g. war, terrorism, riot or insurrections, law or regulation, strike, flood, fire, explosion, pandemic, epidemic, quarantine or other similar event; (ii) the nonperforming party has been unable to avoid or overcome the act or event by the exercise of best efforts; and (iii) the nonperforming party gives notice to the performing party as soon as is practicable after the act or event (or commencement of the act or event if the Force Majeure event lasts more than three (3) calendar days) stating the nature of the act or event, its anticipated duration, and any action the nonperforming party is taking to avoid or minimize its effect The suspension of performance will be of no greater scope and no longer duration than is reasonably required and the nonperforming party must use commercially reasonable efforts to remedy its inability to perform. In the event the suspension of performance continues for twenty-one (21) calendar days after the initial occurrence of the Force Majeure Event, and such failure to perform would constitute a material breach of this Agreement in the absence of such Force Majeure Event, then either Party may terminate this Agreement immediately by providing written notice to the other Party. ARTICLE 15 INDEPENDENT CONTRACTORS. 15.01 None of the provisions of this Agreement shall be construed to create a relationship of agency, representation, joint venture, ownership, control or employment between the Parties, other than that of independent parties contracting solely for the purpose of effectuating this Agreement. 15.02 Fitness Center shall be responsible solely to eligible Members for Services. Fitness Center is an independent contractor and ASH Fitness shall have no dominion or control over Fitness Center, Fitness Center-Member relationship, Fitness Center’s personnel or Fitness Center’s services. Fitness Center and Fitness Center’s employees and agents shall not have any claim, under this Agreement or otherwise, against ASH Fitness for vacation pay, sick leave or retirement or other benefits of any kind. During the term of this Ag reement or any renewals hereof, Fitness Center shall be fully responsible and liable for all state and federal income taxes or other taxes to which payments made by ASH Fitness to Fitness Center may become subject. Fitness Center is responsible to maintain all necessary insurance policies, such as workers’ compensation, errors and omissions, and general business liability insurance in amounts necessary to provide adequate coverage for all liabilities and in accordance with Section 3.16 of this Agreement. Where Fitness Center has independent contractors, Fitness Center will require its independent contractors to carry the required insurance amounts specified in Section 3.16 if not covered under Fitness Center’s insurance. ARTICLE 16 GOVERNING LAW. This Agreement shall be interpreted and governed by the laws of the State in which the Fitness Center is located, except to the extent that law is contrary to or preempted by federal law. Any provisions required to be in this Agreement by any law shall bind the Parties hereto, whether or not expressly provided in this Agreement. National Fitness Center Services Agreement - MC Page 18 of 32 01/01/2021 ARTICLE 17 SEVERABILITY. In the event any provision of this Agreement is rendered invalid or unenforceable by state or federal law or declared null and void by any court of competent jurisdiction, the remainder of the provisions of this Agreement shall remain in full force and effect unless otherwise specified in this Agreement. In the event that a provision of this Agreement is rendered invalid or unenforceable or declared null and void as provided he rein, and its removal has the effect of materially altering the obligations of either Party in such manner as, in the judgment of the Party affected, will cause serious financial hardship to such Party or will cause such Party to act in violation of its corporate articles or bylaws, the Party so affected shall have the right to terminate this Agreement by providing the other Party with at least fifteen (15) days prior written notice. ARTICLE 18 DISPUTES BETWEEN FITNESS CENTER AND MEMBERS. Where ASH Fitness and/or an ASH Client determine that a dispute between Fitness Center and Member is subject to the provisions of this Agreement and ASH Fitness and/or ASH Client’s appeals and grievance processes, policies, procedures and standards, Fitness Center agrees to assist ASH Fitness and provide any information necessary, at no cost to ASH Fitness, for ASH Fitness to review and evaluate a Member grievance or appeal presented for resolution. ASH Fitness’ grievance and appeal process is described in the Program Manual. This section does not preclude Fitness Center and Member from seeking any appropriate legal action to resolve any controversy, dispute or claim which is not governed by the terms of this Agreement. ARTICLE 19 DISPUTES BETWEEN FITNESS CENTER AND ASH FITNESS. In the event of any dispute between Fitness Center and ASH Fitness (or their respective affiliates, owners, employees, agents, predecessors, or successors) arising out of or relating to this Agreement, either Party may initiate a legal action against the other in the State where the Fitness Center is located. WAIVER OF JURY TRIAL AND CLASS ACTION. THE PARTIES AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL WITH REGARD TO ANY DISPUTE ARISING OUT OF THIS AGREEMENT. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL AND TO PURSUE ANY CLAIM OR ACTION ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY IN ANY COURT ACTION ARISING AMONG THE PARTIES UNDER THIS AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT, WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE. ARTICLE 20 DISPUTES BETWEEN FITNESS CENTER AND ASH CLIENT. In the event of any dispute between Fitness Center and an ASH Client (or their respective affiliates, owners, employees, agents, predecessors, or successors) arising out of or relating to this Agreement, at the request of ASH Fitness, Fitness Center shall first attempt in good faith to resolve the dispute mutually with the ASH Client through ASH Fitness, including but not limited to, utilizing all available levels of ASH Fitness’ grievance and appeals processes, unless otherwise prohibited by state law. Fitness Center may seek ASH Fitness’ assistance with regard to any dispute by contacting ASH Fitness in writing or by telephone at the address and telephone referenced in Article 21. ARTICLE 21 NOTICES. Any notice required or permitted to be given under this Agreement to ASH Fitness or Fitness Center, shall be in writing and shall be (a) delivered by electronic means (i.e. ASHLink, sent via an inalterable email document (such as PDF),) , (b) delivered in person, (c) sent by certified, registered mail, or “overnight express” by the United States Postal Service with return receipt requested and postage prepaid, or (d) sent “express mail,” “two day delivery,” “3- 5 day ground” or any similar service offered by private, prepaid courier such as Federal Express, United Parcel Service or any similar organization. ASH Fitness shall send all notices to Fitness Center’s ASHLink account, email or mailing address on file with ASH Fitness. Fitness Center shall provide at least thirty (30) day notice to any change in its email or mailing address to ASH Fitness via ASHLink, or to the email, or address provided below. NOTICES TO ASH FITNESS: National Fitness Center Services Agreement - MC Page 19 of 32 01/01/2021 American Specialty Health Fitness, Inc. P.O. Box 509117 San Diego, CA 92150-9117 For specific email addresses, call ASH Fitness at (877) 329-2746. The appropriate email address will be provided depending on the nature of the Notice. Notice shall be effective on the earlier of the date received or the date deemed received. • Notices given by electronic means (i.e. ASHLink, sent via an inalterable email document (such as PDF)) shall be deemed received one (1) business day after being sent. • Notices delivered personally shall be deemed received upon actual receipt. • Notices given by certified or registered mail shall be deemed received two (2) United States Postal Service business days after the date mailed. • Notices given by “3-5 day ground” will be deemed received five (5) business days after the date delivered to the United States Postal Service, Federal Express, United Parcel Service or any similar organization. • Notices sent for delivery by any other means specified in this first paragraph of this Article shall be deemed received two (2) business days after delivery to the United States Postal Service, Federal Express, United Parcel Service or any similar organization. ARTICLE 22 CAPTIONS. Captions in this Agreement are descriptive only and shall not affect the intent or interpretation of this Agreement. ARTICLE 23 NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall create or be deemed to create any rights or remedies in any third party, including but not limited to a Member or a Fitness Center other than Fitness Center, subject only to Article 25. ARTICLE 24 AMENDMENTS. Any amendments to this Agreement shall be mutually agreed to by the parties in writing. Any amendments to ASH Client Lists or revisions to the Program Manual shall be issued by ASH Fitness and shall be automatically effective and incorporated into this Agreement on the date received or deemed received pursuant to Article 21 of this Agreement, unless otherwise specified in such notice or required by applicable state law. ARTICLE 25 INSOLVENCY OF ASH FITNESS; PROTECTION OF INTERESTS OF FITNESS CENTER, MEMBERS, AND ASH CLIENTS. This Article shall apply only in the event of the insolvency of ASH Fitness and only if, as a result of the insolvency, ASH Fitness is unable to discharge its duties under this Agreement or its Agreement with ASH Clients. For purposes of this Article, the insolvency of ASH Fitness means the filing of a voluntary petition by ASH Fitness, or the filing of an involuntary petition by ASH Fitness’ creditors, under Chapter 7 of the Bankruptcy Code (Liquidation), and the date of the insolvency shall be the date on which any such petition is filed. The insolvency of ASH Fitness shall not include the filing of a voluntary petition by ASH Fitness, or the filing of an involuntary petition by ASH Fitness’ creditors, under Chapter 11 of the Bankruptcy Code (Reorganization). To the extent this Article grants any rights to any ASH Client, Fitness Center agrees and acknowledges that ASH Client is a third-party beneficiary of this Article and shall have all rights granted under law by a third-party beneficiary to enforce this Article. National Fitness Center Services Agreement - MC Page 20 of 32 01/01/2021 ARTICLE 26 ENTIRE AGREEMENT. This Agreement includes all attachments, the Program Manual, and all amendments thereto. Each Party acknowledges that no representation, inducement, promise or agreement, orally or otherwise, has been made by any Party or anyone acting on behalf of any Party, which is not embodied herein. In the event of an inconsistency between this Agreement and any ASH Client Summary or this Agreement and attachments, the ASH Client List or attachments, respectively, shall control the rights and duties of the Parties. In the event of any inconsistency between the Program Manual and this Agreement, this Agreement, together with any attachments, exhibits and amendments, including any current ASH Client List, shall control the rights and duties of the Parties. NATIONAL FITNESS CENTER SERVICES AGREEMENT National Fitness Center Services Agreement - MC Page 21 of 32 01/01/2021 ARTICLE 27 EFFECTIVE DATE OF AGREEMENT. ASH Fitness will provide Fitness Center with notice of the Effective Date after Fitness Center returns one original copy of this Agreement to ASH Fitness, and all pre-contractual requirements are fulfilled based upon a determination by ASH Fitness. Fitness Center agrees to be bound by this Agreement as of the Effective Date as determined by ASH Fitness and indicated immediately below. The Effective Date of this Agreement is . [To be completed by ASH Fitness Only] Fitness Center agrees to participate in the following attachments, as indicated with a check in the attachment(s) box:  Attachment A: Silver&Fit Basic Attachment ☐ Attachment B; Silver&Fit Full Attachment  Attachment C: Active&Fit Attachment IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives as of the dates set forth below. FITNESS CENTER (type or print clearly) AMERICAN SPECIALTY HEALTH FITNESS, INC. (To be filled out by ASH Fitness only) Fitness Center Legal Name Name Signed d/b/a (if applicable) Name Printed Name Signed Title Name Printed Date of Signature Title Date of Signature Mailing Address: American Specialty Health Fitness, Inc. P.O. Box 509117 San Diego, CA 92150-9001 Company Name Mailing Address City, State, Zip Office Address: American Specialty Health Fitness, Inc. 10221 Wateridge Circle San Diego, CA 92121 National Fitness Center Services Agreement - MC Page 22 of 32 01/01/2021 Attachment A – Silver&Fit Basic AMERICAN SPECIALTY HEALTH FITNESS, INC. FITNESS CENTER SERVICES AGREEMENT ATTACHMENT A - SILVER&FIT® BASIC ATTACHMENT 1.0 DEFINITIONS. For purposes of this attachment and in addition to the terms defined in the Agreement, the following terms shall have the meanings indicated: 1.01 Silver&Fit Program. The Silver&Fit Program is an exercise and healthy aging program offered to Members that are health plan enrollees eligible for Medicare coverage or are group retirees. 1.02 Silver&Fit Basic Fitness Center. As a Silver&Fit Basic Fitness Center shall provide Members the Standard Fitness Center Membership as set forth in Section 3.09.1 of the Agreement. 2.0 FITNESS CENTER OBLIGATIONS In addition to the obligations in Article 3 of the Agreement, Fitness Center shall have the following obligations for this program: 2.01 Free Trial Obligation. Fitness Center shall offer and honor a one-time free trial (guest pass) for each Member to try out the fitness center prior to joining if the member requests one. 2.02 Fitness Center Listing Information. Fitness Center must maintain current and accurate listing information with ASH Fitness. Fitness Center shall notify ASH Fitness with a change to listing information in accordance with Section 3.06 of the Agreement. National Fitness Center Services Agreement - MC Page 23 of 32 01/01/2021 Attachment B AMERICAN SPECIALTY HEALTH FITNESS, INC. FITNESS CLUB SERVICES AGREEMENT ATTACHMENT B – SILVER&FIT FULL ATTACHMENT 1.0 DEFINITIONS. For purposes of this attachment and in addition to the terms defined in the Agreement, the following terms shall have the meanings indicated: 1.01 Designated Silver&Fit Exercise Classes. Designated Silver&Fit Exercise Classes are older adult oriented exercise classes that Fitness Center agrees to allow ASH Fitness to approve as a Silver&Fit exercise class in its directory for ASH Clients and Members. The Fitness Center may choose to offer one or more classes from the following categories: • Silver&Fit Signature Series Classes® (these classes as designed by ASH Fitness and are available to Fitness Center to offer as a Designated Silver&Fit Exercise Class. Any equipment required for these classes may either be provided by Fitness Center itself or to Fitness Center by ASH Fitness for an additional fee.) • Senior Dance • Senior Yoga • Strength/Cardio Training for older adults • Tai Chi • Aqua • Fall Prevention • Special Conditions Fitness Center shall elect how many classes it wishes to designate as a Silver&Fit Exercise Class each week in the Fitness Center Election Section of this Attachment, attached hereto as Exhibit 1. Fitness Center may not designate an older adult exercise class sponsored by or provided by any organization which is a competitor of ASH Fitness. 1.02 Silver&Fit Program. The Silver&Fit Program is an exercise and healthy aging program offered to Members that are health plan enrollees eligible for Medicare coverage or are group retirees. 1.03 Silver&Fit Full Fitness Center. As a Silver&Fit Full Fitness Center, Fitness Center shall provide Members with a Standard Fitness Center Membership as set forth in Section 3.09.1 of the Agreement, Designated Silver&Fit Exercise Classes and/or Quarterly Social Activities. 1.04 Quarterly Social Activities. Quarterly Social Activities are quarterly events sponsored by Fitness Center. Examples of these social events may consist of, but is not limited to, bagels and coffee, off-site walking clubs, and potlucks. 2. FITNESS CENTER OBLIGATIONS.In addition to the obligations in Article 3 of the Agreement, Fitness Center shall have the following obligations for this program: 2.01 Designated Silver&Fit Exercise Classes. Fitness Center agrees that it shall have at least one (1) instructor who has obtained proper credentials (e.g. certifications, teaching licenses, certificates of completion) to teach the particular Designated Silver&Fit Exercise Class. Fitness Center shall arrange National Fitness Center Services Agreement - MC Page 24 of 32 01/01/2021 Attachment B for any required payment for the exercise programs or training classes required, either by (a) Fitness Center on behalf of the instructor or (b) the instructor directly. 2.02 Free Trial Obligation. Fitness Center shall offer and honor a one-time free trial (guest pass) for each Member to try out the fitness center prior to joining if the member requests one. 2.03 Silver&Fit Exercise Classes Health and Safety Guidelines. Fitness Center shall comply with ASH Fitness’ Health & Safety Guidelines for Designated Silver&Fit Exercise Classes. These guidelines are in addition to the Health and Safety Guidelines in Attachment I of this Agreement and shall be distributed to Fitness Center upon notifying ASH Fitness of its election to offer Designated Silver&Fit Exercise Classes. Upon Fitness Center’s acceptance of these guidelines, the elected classes shall be listed in ASH Fitness’ Fitness Center listing as Designated Silver&Fit Exercise Classes. 2.04 Fitness Center Listing Information. Fitness Center must maintain current and accurate listing information with ASH Fitness. Fitness Center shall notify ASH Fitness with a change to listing information in accordance with Section 3.06 of the Agreement. 3. ASH FITNESS OBLIGATIONS.FitnessEngagement.com. Fitness Center shall have access to a web site that will provide tools to help assist Fitness Center in providing the Silver&Fit Program to Members. The website shall include training materials to help assist with the Designated Silver&Fit Exercise Classes, as well as promotional fliers for Fitness Center to use to promote the Silver&Fit Program and Designated Silver&Fit Exercise Classes. 3.02 Silver&Fit Online Fitness Center Listing. ASH Fitness shall provide ASH Clients and Members with an online Fitness Center listing of participating Fitness Centers. The online listing shall list the Designated Silver&Fit Exercise Classes offered by Fitness Center and if Fitness Center holds Quarterly Social Activities. National Fitness Center Services Agreement - MC Page 25 of 32 01/01/2021 Attachment C AMERICAN SPECIALTY HEALTH FITNESS, INC. FITNESS CENTER SERVICES AGREEMENT ATTACHMENT C - ACTIVE&FIT® ATTACHMENT 1.0 DEFINITIONS. For purposes of this Agreement and in addition to the terms elsewhere defined herein, the following terms shall have the meanings indicated: 1.01 Active&Fit Program. The Active&Fit Program is a fitness program whereby ASH Fitness or its affiliates arrange for the provision of Services to Members. This program provides Member with a Standard Fitness Center Membership. 2.0 FITNESS CENTER OBLIGATIONS 2.01 Free Trial Obligation. Fitness Center shall offer and honor a one-time free trial (guest pass) for each Member to try out the fitness center prior to joining if the member requests one. National Fitness Center Services Agreement - MC Page 26 of 32 01/01/2021 Attachment D AMERICAN SPECIALTY HEALTH FITNESS, INC. FITNESS CENTER SERVICES AGREEMENT ATTACHMENT D - INTENTIONALLY LEFT BLANK National Fitness Center Services Agreement - MC Page 27 of 32 01/01/2021 Attachment E AMERICAN SPECIALTY HEALTH FITNESS, INC. FITNESS CENTER SERVICES AGREEMENT ATTACHMENT E – INTENTIONALLY LEFT BLANK National Fitness Center Services Agreement - MC Page 28 of 32 01/01/2021 Attachment F – AMERICAN SPECIALTY HEALTH FITNESS, INC. FITNESS CENTER SERVICES AGREEMENT ATTACHMENT F - INTENTIONALLY LEFT BLANK National Fitness Center Services Agreement - MC Page 29 of 32 01/01/2021 Attachment G - Medicare Advantage Addendum AMERICAN SPECIALTY HEALTH FITNESS, INC. FITNESS CENTER SERVICES AGREEMENT ATTACHMENT G – MEDICARE ADVANTAGE AND MEDICAID ADDENDUM This exhibit is entered into by American Specialty Health Fitness, Inc. (“ASH Fitness”) and the Fitness Center listed on the signature page of the Agreement (“Fitness Center”) and is intended to add certain provisions to the Agreement in order to comply with requirements of the Centers for Medicare and Medicaid Services (“CMS”). If any provision in the Agreement is inconsistent with the terms of this attachment, the provisions of this attachment shall be controlling and supersede the provisions of the Agreement for Medicare Advantage and Medicaid Members. WHEREAS, ASH Fitness has entered into contracts with ASH Clients who offer fitness benefits as part of its Medicare Advantage and/or Medicaid Managed Care plans which require ASH Fitness to include specific contract language in its contract with Fitness Center; WHEREAS, Fitness Center will be providing Services on behalf of ASH Fitness for certain Medicare Advantage and/or Medicaid members of ASH Clients; NOW, THEREFORE, the Parties agree to add the following provisions to the Agreement with respect to Medicare Advantage and/or Medicaid members of ASH Clients: 1 Member Non-Liability. Fitness Center shall in no event, including insolvency of ASH Fitness, hold any member liable for payment of any fees that are the legal obligation of ASH Fitness. This provision does not prohibit Fitness Center from charging the member for services not covered under this Agreement, provided the member was informed in advance and in writing of the fees to be charged. This provision shall survive termination of the Agreement. [42 C.F.R. 422.504(g)(1)(i) and 42 C.F.R. 422.504(i)(3)(i)] 2 Excluded Individuals. Fitness Center represents and warrants that Fitness Center or any person who owns more than five percent (5%) of Fitness Center are not excluded from participation in a federal or state healthcare program, including but not limited to, Medicare and Medicaid. Also, Fitness Center represents that it does not now employ or contract with, and shall not in the future employ or contract with any individual excluded from participation in such federal or state programs to provide Services to Members. Fitness Center shall check key employees and persons employed, contracted or otherwise affiliated with Fitness Center and any person owning more than five percent (5%) of Fitness Center against the appropriate lists upon hire or contract and monthly thereafter to determine if the persons have been excluded from participation in a federal or state program or has been terminated for cause or default on public transactions and public programs as well as non-reinstatement. Such lists (commonly referred to as Exclusion Lists) include, but are not limited to, the U.S. Department of Health and Human Services Office of Inspector General List of Excluded Individuals/Entities, the General Service Administration Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs, and state published Medicaid exclusion lists). For the purpose of this agreement the term “key employee” refers to all employees/contractors who are (i) involved with the receipt of funds from Members or submit claims/bills to ASH concerning services provided to Members, and (ii) individuals who lead/teach exercise classes that are specifically tailored to Members. Fitness Center shall maintain records relating to its checks of these lists in accordance with Section 8 of this addendum. Fitness Center agrees to indemnify ASH Fitness or ASH Clients, as applicable, for any civil monetary penalties levied against an ASH Client or ASH Fitness as a result of (a) Fitness Center’s failure to properly screen all employed, affiliated or contracted persons who provide Services to Members and/or hold or held more than a five percent (5%) interest in Fitness Center against the Exclusions Lists or (b) Fitness Center’s permitting an individual or entity found on the Exclusions Lists to provide Services to any Medicare Advantage Members, or otherwise be affiliated with those services, under this Agreement. Payments received by Fitness Center in circumstances where (a) or (b) above apply are also subject to recoupment by ASH Fitness upon request and Fitness Center agrees to comply with any such requests. If Fitness Center is revoked or excluded from participating in Medicare, Fitness Center shall submit, within 60 days after the effective date of the revocation or exclusion, all billing reports for services furnished prior to the CMS revocati on or exclusion date. [42 C.F.R. 422.752(a)(8)] National Fitness Center Services Agreement - MC Page 30 of 32 01/01/2021 Attachment G - Medicare Advantage Addendum 3 Compliance with Federal and State Law. Fitness Studio acknowledges that payments for Services hereunder are, in whole or in part, derived from federal funds and receipt of such payment is subject to all l aws and regulations applicable to recipients of such funds. Therefore, to the extent applicable to a municipality, Fitness Center shall comply with all laws and regulations applicable to individuals and entities receiving federal funds and all other applicable federal and state laws and regulations, including, but not limited to, those laws and regulation governing participating in the Medicare Advantage or Special Needs Plan Programs, Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, and Americans with Disabilities Act of 1990 and the Rehabilitation Act of 1973, as well as their implementing regulations. [42 C.F.R. 422.504(h)] 4 Quality Review and Improvement. Fitness Center shall cooperate with all independent quality review and improvement activities relating to Services being provided by Fitness Center required by ASH Fitness and/or ASH Client’s or CMS pertaining to the provision of Services. [42.C.F.R. 422.204(b)(4)] 5 Member Appeals and Grievances. Fitness Center shall cooperate and comply with all ASH Fitness, ASH Clients, and CMS requirements regarding appeals of members, including the obligation to provide information to ASH Fitness within the timeframe reasonably requested for such purpose. [42 C.F.R. 422.562(a)] 6 Collection of Data. When requested by ASH Fitness, Fitness Center shall participate in the collection and submission of data to CMS. Where applicable, Fitness Center shall certify the accuracy of the data collected and submitted under this section. [42 C.F.R. 422.504(c)] 7 Member Records. In addition to the requirements set forth in Section 9.03 of the Agreement, to the extent any ASH Client member records or other health and enrollment information is maintained by Fitness Center, Fitness Center shall: 1) safeguard the privacy of any information that identifies a particular member and abide by all federal and state laws and regulations regarding confidentiality and disclosure of all protected health information; 2) maintain member records and information in an accurate and timely manner; and 3) ensure timely access by members to their own records and information in accordance with federal and State laws and regulations. Information from or copies of records may be released only in accordance with federal and state laws and regulations governing such records and the information contained therein. [42 C.F.R. 422.118] 8 Records and Inspections. (a) ASH Fitness and Fitness Center recognize and agree that the United States Department of Health and Human Services (DHHS), the Comptroller General, or their designees may audit, evaluate or inspect any books, contracts, and other records of ASH Fitness and Fitness Center that pertain to any aspect of services performed under this Agreement for purposes of a Medicare product, or as the Secretary of DHHS may deem necessary. ASH Fitness and Fitness Center shall retain all records related to the provision Services for a period of ten (10) years after the final date of the contract period and shall make available their premises, physical facilities and equipment, records related to the provision of Services or any additional relevant information that DHHS may require. [42 C.F.R. 422.504(e)(3)] (b) CMS, the Comptroller General, or their designees have the right to inspect, evaluate and audit ASH Fitness and Fitness Center for a period of ten (10) years after the final date of the contract period or the completion of an audit, whichever is later, unless: (a) CMS determines that there is a special need to retain a particular record or group of records for a longer period and notifies ASH Fitness or Fitness Center at least thirty (30) days before the normal disposition date; (b) there has been a termination, dispute or fraud or similar fault by ASH Fitness or Fitness Center in which case retention may be extended to ten (10) years from the date of any final resolution of the termination or fraud or similar fault; or (c) CMS determines that there is a reasonable possibility of fraud, in which case it may inspect, evaluate and audit ASH Fitness and Fitness Center at any time. [42 C.F.R. 422.504(e)(4)] 9. ASH Client Accountability. Notwithstanding anything set forth in the Agreement, Fitness Center and ASH Fitness acknowledge and agree that, with respect to Services furnished under this Agreement for ASH Client’s, ASH Clients oversee and are ultimately accountable to CMS for any functions and responsibilities performed by Fitness Center. National Fitness Center Services Agreement - MC Page 31 of 32 01/01/2021 Attachment G - Medicare Advantage Addendum Fitness Center shall comply with ASH Fitness’s policies and procedures as set forth in the Fitness Center Program Manual. Such policies and procedures have been reviewed and approved by ASH Clients. Fitness Center shall furnish Services to members consistent with the requirements of CMS and, including but not limited to, ASH Fitness’s contractual obligations to ASH Clients. [42 C.F.R. 422.504(i)(4)(iii) and 42 C.F.R. 422.112] 10. Insolvency. If, within sixty (60) days after the date of insolvency of ASH Fitness, an ASH Client provides written notice to Fitness Center stating that, with regard to any Member who is a beneficiary, employee, member, or insured of that ASH Client, (a) ASH Client shall pay Fitness Center, in accordance with the provisions of this Agreement, for any billing reports submitted for Services rendered by Fitness Center to any such Member on or after the date of the insolvency, to the extent ASH Fitness has not paid such reimbursements, and (b) ASH Client otherwise shall use its best efforts to discharge the duties of ASH Fitness under this Agreement, or to cause ASH Fitness to discharge those duties, with regard to any such Member, then Fitness Center shall continue to be available to render Services to those Members and shall continue to render Services to those Members in accordance with the provisions of this Agreement for up to six (6) months after the date of the insolvency, as specified by ASH Client. 11. Compliance Training. Fitness Center will provide its employees and any contractors directly involved in providing Services under this Agreement the CMS Medicare Parts C & D Fraud, Waste, and Abuse Training and General Compliance Training module posted on ASHLink within ninety (90) days of hire or contracting and annually thereafter and allow ASH Fitness access to Fitness Center’s records upon request to ensure Fitness Center is providing the required trainings. [42 C.F.R. 422.504(h)(1)] 12. Amendment and Severability of Contracts. Notwithstanding any provision in the Agreement, this Exhibit may be amended upon request or mandate by CMS to comply with all relevant federal and State laws and regulations and government pronouncements. Additionally, this Exhibit shall be amended to exclude any Medicare product or State- licensed entity specified by CMS. A separate agreement for any such excluded product or entity will be deemed to be in place when such request is made. [42 C.F.R. 422.504(k)(1) and (2)] National Fitness Center Services Agreement - MC Page 32 of 32 01/01/2021 Attachment H – Program Compensation AMERICAN SPECIALTY HEALTH FITNESS, INC. FITNESS CENTER SERVICES AGREEMENT ATTACHMENT H – PROGRAM COMPENSATION SILVER&FIT BASIC FITNESS CENTER: The following compensation rate is for a Silver&Fit Basic Fitness Center in the Silver&Fit Program: Benefit Program Standard Compensation Rate Maximum Number of Fitness Center Visits Compensated Per Month Monthly Compensation Maximum Silver&Fit Basic $3.00 10 $30.00 SILVER&FIT FULL FITNESS CENTER: The following compensation rate is for a Silver&Fit Full Fitness Center in the Silver&Fit Program: Benefit Program Standard Compensation Rate Maximum Number of Fitness Center Visits Compensated Per Month Monthly Compensation Maximum Silver&Fit Full $3.00 12 $36.00 ACTIVE&FIT FITNESS CENTER: The following compensation rate is for the Active&Fit Program: Benefit Program Standard Compensation Rate Maximum Number of Fitness Center Visits Compensated Per Month Monthly Compensation Maximum Active&Fit $3.00 10 $30.00 Resolution No. 2021 - ________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION CONCERNING THE AWARD OF BID FOR CLEANING SERVICES AT NEW COMMUNITY CENTER At the special 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 20th day of July, 2021 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, pursuant to Resolution No. 2019-128, the Town Board authorized the construction and equipping of a new community center (the Irondequoit Community Center) at space leased in the former Irondequoit Mall, and the residents of the Town on June 30, 2019 voted at a special election to approve the financing of the Irondequoit Community Center; and WHEREAS, the Town broke ground on the construction of the Irondequoit Community Center on January 22, 2020, and the construction of the project is now nearing completion; and WHEREAS, the Town is interested in obtaining cleaning services for the Irondequoit Community Center; and WHEREAS, the Town of Irondequoit issued an Invitation to Bid and caused the Notice to Bid to be published in the Daily Record on May 17, 2021, as well as publishing the Invitation to Bid on the Town website in compliance with General Municipal Law § 103, Chapter 51 of the Irondequoit Town Code, requesting bids for Irondequoit Community Center – Building Cleaning Services, Town Bid 2021-03; and WHEREAS, sealed bids were received and publicly opened and read on June 4, 2021; and WHEREAS, the Town declares that the lowest responsible bidder was Duran Cleaning Services in the amount of $83,980.00 for the first term of 16 months; and WHEREAS, funding for this expense will be available in account #001.1623.4120. NOW THEREFORE BE IT RESOLVED, that the Town Board awards the bid for Irondequoit Community Center Cleaning Services to Duran Cleaning Services in the amount of $83,980.00, to be paid from account #001.1623.4120. AND, BE IT FURTHER RESOLVED THAT, the Town Board authorizes the Town Supervisor to execute any and all documents related to this award. 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 _______ 1 CLEANING SERVICES AGREEMENT This agreement for cleaning services between the Town of Irondequoit, with a principal place of business located at 1280 Titus Avenue, Rochester, NY 14617 (“CLIENT”), and Duran Cleaning Services (“PROVIDER”), with a principal place of business located at 525 Sherbourne Drive, Webster, NY 14580, is made and entered into on ______, 2021 (the “Agreement”). PROVIDER will provide cleaning services at CLIENT’s property located at the Irondequoit Community Center, 450 Skyview Centre Parkway, Rochester, NY 14622, (“Property”) in accordance with the following terms. 1. SCOPE OF SERVICES PROVIDER will provide to CLIENT the cleaning services for the Property listed on Exhibit 1 hereto. PROVIDER will provide daily cleaning services at the following times: Monday through Friday - after 9:00 p.m. Saturday - after 7:00 p.m. Sunday - after 5:00 p.m. PROVIDER will also provide day porter services in the form of general light housekeeping at the following times: Saturday - 12:00 p.m. to 3:00 p.m. Sunday - 11:00 a.m. to 2:00 p.m. 2. TERM PROVIDER will begin cleaning services on September 1, 2021. The contract will expire on January 1, 2023. The Town will have the right to extend the contract via four one-year options for calendar years ending December 31, 2023, December 31, 2024, December 31, 2025, and December 31, 2026. 3. PAYMENT CLIENT will pay PROVIDER for the services according to the following schedule: September 2021-December 31, 2023: $83,980 annual payment, representing $6,998.34 in monthly payments (which includes $8,380 for annual payment for weekend Day Porter services). January 1, 2024 - December 31, 2024: $93,217.80 annual amount (11% increase), representing $7,768.15 in monthly payments (including weekend day porter services). 2 January 1, 2025 - December 1, 2025: $100,675.22 annual amount (8% increase), representing $8,389.60 in monthly payments (including weekend day porter services). January 1, 2026 - December 31, 2026: $107,722.49 annual amount (7% increase), representing $8,976.87 in monthly payments (including weekend day porter services). PROVIDER shall submit to CLIENT invoices at the end of each month that services are provided. PROVIDER understands that payments will be processed by CLIENT according to its regular payment schedule and that payment may take up to seven (7) weeks to process. 4. PRODUCTS CLIENT will provide only paper products, hand soap, and hand sanitizer. PROVIDER will provide all necessary staff, equipment tools, cleaning supplies, and materials. PROVIDER will also provide CLIENT with MSDS sheets for each product PROVIDER intends to use for pre-approval by CLIENT. 5. STAFF PROVIDER shall provide either a dedicated staff for the Property or a list of staff assigned to rotate at the Property. 6. SUBCONTRACTORS PROVIDER shall not subcontract any work without first obtaining the written consent of the Town of Irondequoit Commissioner of Public Works. Any subcontractor approved by the Commissioner of Public Works will be subject to all the terms and conditions of this Agreement. 7. INSURANCE REQUIREMENTS PROVIDER must maintain the insurance requirements listed in Attachment 2. Failure to maintain the insurance requirements listed in Attachment 2 will constitute a material breach of this Agreement. PROVIDER will not commence work until CLIENT has received all necessary insurance certificates. 8. TERMINATION OF CONTRACT Either party may terminate this Agreement if the other party fails to perform as required by this Agreement. Such termination is effective upon notice to the breaching party by first class mail at the address identified above. Any and all costs, damages or other expenses incurred by CLIENT as a result of its termination of this Agreement will be the sole responsibility of PROVIDER. 3 9. APPLICABLE LAW AND VENUE The terms of this Agreement will be governed by the laws of the State of New York. The state and federal courts located in Monroe County, New York will have exclusive jurisdiction over any case or controversy arising from or relating to this Agreement. Each Party consents irrevocably to personal jurisdiction in such courts with the respect to any matters and waives any defense of forum non conveniens. Should any lawsuit or other action be brought related to this Agreement, the prevailing party will be entitled to and award of all costs of the litigation, including reasonable attorneys’ fees. 10. INDEMNIFICATION a. General. PROVIDER agrees to indemnify and save harmless CLIENT from and against all liability claims and demands on account of injury to persons including death resulting therefrom, losses, damages, expense (including attorneys’ fees), claims, demands, payments recoveries, judgments and damage to property arising out of or caused in any manner by the performance or the failure to perform any work by PROVIDER, its employees, representatives, subcontractors or agents, or PROVIDER's materials, equipment or supplies. PROVIDER will, at its own expense, defend any and all actions at law brought against the CLIENT based thereon and will pay all attorneys’ fees and all other expenses, and promptly discharge any judgments arising therefrom. b. Equipment Owned or Leased by PROVIDER. PROVIDER will indemnify, defend and hold CLIENT, its officers and employees harmless from any and all claims of every kind or nature against CLIENT, its officers and employees for any loss, cost, damage, or liability, caused by either PROVIDER, PROVIDER’s employees, their subcontractors or others to the equipment, either owned or leased by PROVIDER, covered herein and regardless of whether or not PROVIDER is acting under the direction or instruction of CLIENT, its officers, or employees. 11. SEVERANCE In the event that one or more of the provisions of this Agreement shall be found unenforceable, illegal or invalid, it shall not affect any other provisions of this agreement, and this Agreement shall be construed as if the provision found to be unenforceable, illegal or invalid had never been contained in the agreement, or the unenforceable, illegal or invalid provision shall be construed, amended and/or reformed to be made enforceable, legal and valid. 12. WAIVER OF CONTRACTUAL RIGHT The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 4 13. ENTIRE AGREEMENT This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Client: ___________________________ _________________ Date Provider ___________________________ ________________ Date 5 EXHIBIT 1 GENERAL USE AREAS, ENTRANCES, RECEPTION AREAS, OFFICES, COMMUNITY ROOMS, INFORMATION DESK AND HALLWAYS Daily Duties: • Clean & wipe down doors, walls, mirrors, railings, and counters • Empty, clean, and change liners for all waste containers • Clean & refill dispensers (paper towels, soap, hand sanitizer, and toilet paper, as needed) • Clean and disinfect the front counters (Registration and Circle Desk) • Clean and mop stairways and Center lobby floors • Dust and clean using microfiber cloths and disinfecting all-purpose spray and glass cleaner on all fixtures and office furniture including file cabinets, credenzas, counter tops, cubicles, display units, and telephones. Spot clean doors, door frames, light switches, walls and properly position furniture in common areas. • Clean and sanitize drinking fountains/water coolers using microfiber cloths and disinfecting all-purpose spray and glass cleaner. • Clean and disinfect all high touch points such as light switches, door handles, elevator and all railings using microfiber cloths and disinfecting all-purpose spray and glass cleaner. • Vacuum carpeted areas with approved HEPA filters. Wet mop hard surface floor areas using microfiber flat mopping system and disinfecting finished floor cleaner. • Clean all glass (not including skylights) with appropriate glass cleaner. Weekly Duties: • Dust all millwork, cabinets, and bookshelves • Dust and wipe window ledges • Clean and wipe elevator doors and control panels • Spot clean walls where visibly dirty • Vacuum lower traffic areas (cubicles &offices) that are carpeted Monthly Duties: • Clean and wipe inside of windows • Wax and seal tile floors at Town request • Clean and disinfect grout in tile floors and walls Semi-Monthly Duties: • Wipe down baseboards with microfiber and disinfectant all-purpose cleaner. Optional -Semi-Annual Duties: • Strip and wax the hallway floors at the Town’s request up to two times a year. 6 FITNESS ROOM AND GROUP EXERCISE ROOM Fitness Room Floor: Tarkett Sports Dropzone Comfort 10.5 Group Exercise Floor: Omnisports 9.4 Daily Duties: • Clean & wipe down doors, walls, mirrors, railings, and counters • Empty, clean, and change liners for all waste containers • Wet mop hard surface floor areas using microfiber flat mopping system and disinfecting floor cleaner, utilizing a no dip protocol which requires changing the pad often to ensure removal of soil. • Disinfect all machines after Fitness Room closes GYMNASIUM Gymnasium Flooring: Tarkett Sports Omnisports 9.4 Daily Duties: • Dry sweep the Gymnasium floor Semi-Weekly Duties: • Lightly wash the gym floor by utilizing a low abrasive pad with the floor machine using Town approved cleaning products. RESTROOMS, CHANGING STALLS, AND LOCKER AREA Daily Duties: • Clean and polish all dispensers and fixtures. Clean and disinfect was basins, toilet bowls, urinals and counter tops using microfiber cloths and disinfecting bathroom cleaner, all- purpose spray and glass cleaner. • Spot clean walls and inside and outside of lockers with microfiber cloths and disinfecting all-purpose spray and glass cleaner. • Wipe all stall benches and curtains with microfiber cloths and disinfecting all-purpose spray. • Mop all floors using microfiber flat mopping system and disinfecting finished floor cleaner utilize no dip protocol changing pads often to ensure proper removal of all soil and materials. • Polish all metal and mirrors using microfiber cloths with disinfecting all-purpose spray and glass cleaner. • Remove loose trash from floor or sink area and place into waste receptacle. • Restock expendable products such as paper towels, toilet tissue, hand soap, and can liners. • Clean dust build- up on vents and the tops of partitions. • Manually brush the entire restroom floor taking care to get into all corners and edges. • Rinse all fixtures and surfaces with high pressure clear water. • Clean the plumbing seat lids 7 • Spray all sinks and surrounding counters and mirrors • Squeegee all mirrors and flat surfaces along with water left on vertical partitions to floor. • Wet vacuum the restroom floor from front to rear to remove all soil and material. Weekly Duties: • Apply disinfectant cleaner to all water tolerant wall and partition surfaces • Brush or agitate with microfiber flat mops areas of walls and partitions showing visible soil • Wet wipe with disinfectant and microfiber all vents, dispensers, and fixtures which are water tolerant • Rinse all surfaces with high pressure clean water • Squeegee water onto floor or wipe surfaces with dry microfiber TOT DROP/PRE-K ROOM/SENIOR LOUNGE/TEEN LOUNGE Daily Duties: • Clean & wipe down doors, walls, mirrors, railings, and counters • Empty, clean, and change liners for all waste containers • Clean & refill dispensers (paper towels, soap, hand sanitizer, and toilet paper, as needed) • Clean and disinfect the counters and bookshelves • Dust and clean using microfiber cloths and disinfecting all-purpose spray and glass cleaner on all fixtures and office furniture including file cabinets, desks, credenzas, counter tops, display units, and telephones. Spot clean doors, door frames, light switches, walls and properly position furniture. • Vacuum and/or clean and mop floors WALKING PATH Walking Path Flooring: Tarkett Sports Omnisports 5.5 Daily Duties: • Clean floor daily • Wipe walls with microfiber cloths and disinfecting all-purpose spray and glass cleaner. TURF AREA Daily Duties: • Clean dasher boards on both sides 8 KITCHEN Daily Duties: • Empty, clean, and change liners for all waste containers • Sweeping & Mopping Floor (including storage closet) • Wiping Down / Disinfecting Counter spaces • Wiping Down / Disinfecting Serving Basins and Counter • Wiping Down/ Disinfecting Refrigerator & Freezer Handles • Wiping Down/ Disinfecting Ice Machine • Wiping Out Sink Basins • Deep Clean/Polish with Stainless Steel Cleaner on Fridays DINING ROOM Daily Duties: • Empty, clean, and change liners for all waste containers • Clean and disinfect all table and chairs • Dust and disinfect flat surfaces • Sweeping & Mopping Floor • Wiping down / Disinfecting Tables and food service counters STAFF BREAKROOM Daily Duties: • Empty, clean, and change liners for all waste containers • Clean and disinfect all table and chairs • Dust and disinfect flat surfaces • Deep clean on Sundays: Microwave, and sink BENCHES BY COAT AREAS Daily Duties: • Wipe all benches with microfiber cloths and disinfecting all-purpose spray. 9 EXHIBIT 2 INSURANCE & INDEMNIFICATION AGREEMENT REQUIREMENTS B. PROVIDER through the term of this Agreement must provide and maintain in effect insurance meeting the following requirements. a. Insurance Company Requirements: a. Carry a minimum “B+” Financial Strength Rating from A.M. Best Company. b. Be duly licensed to do business in New York State. b. Insurance Coverage Requirements a. General Liability 1. General Aggregate $2,000,000 2. Products/Completed Operation $1,000,000 3. Personal and Advertising Injury $1,000,000 4. Each Occurrence $1,000,000 5. Fire Damage $50,000 6. Medical Expense $50,000 7. General Liability is to be writing on an Occurrent Form b. Umbrella $1,000,000 1. Each Occurrence Aggregate $1,000,000 c. Automobile Liability 1. Combined Single Limit $1,000,000 2. Uninsured Motorist $1,000,000 3. Automobile to include all: Any Owned auto, Non-Owned and Hired vehicles. d. Workers’ Compensation 1. At statutory limits 2. Employer’s liability, unlimited for New York State 3. Disability Benefits, unlimited for New York State c. Additional Insured a. The Town of Irondequoit and its officers and employees will be named as additional insureds on PROVIDER’s policies for insurance required hereunder and such liability policies will be endorsed to make such insurance primary to any liability insurance carried by the Town of Irondequoit. b. Contractor will furnish to the Town of Irondequoit Certificates of Insurance evidencing the required coverage and, upon request, will furnish copies of the policies. Each Certificate will provide that thirty (30) days prior written notice will be given to the Town of Irondequoit in the event of cancellation or material change in the policies. d. Premium Responsibility. All policies will be endorsed to provide that there will be no recourse against the Town of Irondequoit for payment of premium. 10 e. Insurance in Force. PROVIDER will not commence work until all required insurance is in force and the Town of Irondequoit has received the required certificates. Resolution No. 2021-_____________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION AUTHORIZING THE SUPERVISOR TO ENTER AN INTERMUNICIPAL AGREEMENT WITH LAURELTON FIRE DEPARTMENT At a regular 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 20th day of July 2021, at 7:00 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 of Irondequoit offers CPR training to all Town employees annually; and WHEREAS, the Laurelton Fire Department has offered to perform the training at a significantly discounted rate in exchange for twelve (12) hours of field use at McAvoy Park and a one (1) day rental of Kusak Lodge or the Conference Center at Camp Eastman through an Intermunicipal Agreement for Emergency Training dated April 1, 2021 (the “Emergency Training IMA”); and NOW THEREFORE BE IT RESOLVED, that the Town Board hereby agrees to the Emergency Training IMA and authorizes the Supervisor to execute any and all necessary documents to enter into a renewal in such form 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 Freeman voting __________ Town Board Member Romeo voting __________ Town Supervisor Seeley voting __________ INTERMUNICIPAL AGREEMENT FOR EMERGENCY TRAINING THIS AGREEMENT, effective April 1, 2021 (the “Agreement”) by and between the Town of Irondequoit, a New York municipal corporation having offices at 1280 Titus Avenue, Rochester, New York (the “Town”) and the Laurelton Fire District, having its offices at 405 Empire Boulevard, Rochester, New York 14609 (the “Laurelton Fire Department”). WITNESSETH: WHEREAS, the Town desires the Laurelton Fire District to provide CPR training to Town employees; and WHEREAS, the Laurelton Fire District desires to use the field at McAvoy Park and the Kusak or Conference Center at Camp Eastman; and WHEREAS, Article 5-G, Section 119-o of the General Municipal Law specifically authorizes municipal corporations and fire districts to enter into intermunicipal cooperative agreements; and NOW, THEREFORE, in consideration of the foregoing recitals and mutual covenants set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and Laurelton Fire District agree as follows: 1. The Laurelton Fire District shall provide CPR training to Town Employees at a time mutually agreeable to both parties. Except for the CPR certification card fee, which is not to exceed five dollars ($5.00) per card and will be paid for by the Town, the Laurelton Fire District will provide CPR training at no cost to the Town. 2. The Laurelton Fire District shall be permitted, at times mutually agreeable to both parties to: (i) use the fields at McAvoy Park for a total of twelve (12) hours; and (ii) use of the Kusak Lodge or Conference Center at Camp Eastman for one (1) day. Except as otherwise expressly provided for herein, the Laurelton Fire District’s use of McAvoy Park and Camp Eastman shall be subject to all applicable laws, regulations, and Town policies. Further, the Laurelton Fire District shall be liable for any injury resulting from its use of fields at McAvoy Park and/ or Kusak Lodge or Conference Center at Camp Eastman, and shall indemnify the Town for its defense, if any, of such claims. 3. TERM. The term of this agreement shall be for two (2) years from the Effective Date and, upon written mutual agreement by both parties and approval by the Irondequoit Town Board, may be renewed on a bi-annual basis thereafter on the same terms and conditions as set forth herein. Notwithstanding the foregoing, this Agreement may be terminated by either party upon thirty (30) days written notice to the other party. This agreement may be renewed on a bi-annual basis thereafter on the same terms and conditions as set forth herein IN WITNESS WHEREOF, the Town and Laurelton Fire District have respectively signed this Agreement effective April 1, 2021. Laurelton Fire District Town of Irondequoit ________________________________ ____________________________ Signature Signature ________________________________ ____________________________ Title Title ________________________________ ____________________________ Date Date STATE OF NEW YORK ) (COUNTY OF MONROE ) ss On the ____ day of _________, in the year _____ before me, the undersigned, a Notary Public in and for said State, personally appeared ________________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his capacity, and that by his/hers signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. ______________________________________________ Notary Public STATE OF NEW YORK ) (COUNTY OF MONROE ) ss On the ____ day of _________, in the year _____ before me, the undersigned, a Notary Public in and for said State, personally appeared ________________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his capacity, and that by his/hers signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. ______________________________________________ Notary Public Resolution No. 2021- EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ACCEPTING A GRANT TO SUPPORT THE IRONDEQUOIT COMMISSION ADVANCING RACIAL EQUITY At the regular 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 20th day of July 2021 at 7:00 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 Irondequoit Commission Advancing Racial Equity (hereafter, “ICARE”) is a town-led initiative that promotes diversity, equity and inclusion in Town Government and throughout the Irondequoit community; and WHEREAS, the Town of Irondequoit has been awarded a grant in the amount of $2,705 from the Irondequoit Rotary Club to support the development of a website for ICARE, provide youth leadership development and cultural awareness community forums; and WHEREAS, pursuant to Town Law § 64(8), the Town Board may take by gift, grant, bequest or devise personal property for any public use, upon such terms or conditions as may be prescribed by the grantor or donor and accepted by the Town. NOW, THEREFORE, BE IT RESOLVED, the Town Board of the Town of Irondequoit formally accepts grant funding in the amount of $2,705 from the Irondequoit Rotary Club to support ICARE. This resolution shall take effect upon its adoption. 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 ________