HomeMy Public PortalAbout2022.11.08 WKSP Packet
WORKSHOP MEETING
NOVEMBER 8, 2022
4:00 PM
AGENDA
11-04-2022 3:00 PM
PLEDGE OF ALLEGIANCE
ROLL CALL
REVIEW OF AGENDA ITEMS FOR THE NOVEMBER 15, 2022 RTB MEETING
ITEM(S) FOR BOARD ACTION:
11WS2022-1 RESOLUTION Authorizing Irondequoit Public Library Project and the Acceptance of
Grant Funding from the Dormitory Authority of the State of New York
**PUBLIC HEARING ON 2023 PRELIMINARY BUDGET…THURSDAY, NOVEMBER 10, 2022 @ 7:35 pm**
**NEXT REGULAR TOWN BOARD MEETING…TUESDAY, NOVEMBER 15, 2022 @ 7 pm **
Resolution No. 2022 - ________
EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A
RESOLUTION AUTHORIZING IRONDEQUOIT PUBLIC LIBRARY PROJECT AND
THE ACCEPTANCE OF GRANT FUNDING FROM THE DORMITORY AUTHORITY
OF THE STATE OF NEW YORK
At the WORKSHOP meeting of the Town Board of the Town of Irondequoit (“Town”), Monroe
County, New York held at the Town Hall, 1280 Titus Avenue, in said Town, on the 8th day of
November, 2022 at 4:00 p.m. local time; there were:
PRESENT:
Rory Fitzpatrick 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 Public Library has applied for grant funding from the Dormitory
Authority of the State of New York (“DASNY”), in the amount of $64,000 (“Grant”), for the
purpose of installing doors in the children’s library and upgrade its HVAC system (“Project”);
and
WHEREAS, in connection with the Grant, DASNY will require the Town and Irondequoit
Public Library to approve of execute a Grant Disbursement Agreement; and
WHEREAS, the Project is advisable and in the best interest of the Town; and
WHEREAS, it is advisable and in the best interest of the Town for the Project to go forward,
and for the Project to be funded with the Grant funding, and to execute the Grant Disbursement
Agreement; and
WHEREAS, the Town Board determines that the Project is a Type II action for purposes of the
State Environmental Quality Review Act and accompanying regulations, 6 NYCRR 617.5(c)(1)
(“maintenance or repair involving no substantial changes in an existing structure or facility), (2)
(“placement, rehabilitation or reconstruction of a structure or facility, in kind, on the same site . .
. .”) and therefore, further environmental review is not required at this time.
NOW THEREFORE, BE IT RESOLVED, that the Town Board authorizes the Irondequoit
Public Library to complete the Project at the Irondequoit Public Library premises, 1290 Titus
Ave, Rochester, NY 14617 (“Premises”); and
AND, BE IT FURTHER RESOLVED, that the Town and Irondequoit Public Library are
hereby authorized and directed to apply for and accept the Grant and that the form, terms and
provisions of that certain Grant Disbursement Agreement between DASNY and the Town, in
substantially the form annexed hereto as Attachment A and in final form and substance to be
approved by the Attorney for the Town, and the Town Supervisor’s signature thereon being
conclusive evidence of such approval (the “Agreement”), and that the execution, delivery and
performance by the Town of the Agreement and the consummation of all of the transactions
contemplated thereby, are hereby in all respects approved, adopted and authorized.
AND, BE IT FURTHER RESOLVED, that the Town Supervisor be, and hereby is, authorized,
empowered and directed to take all such further actions and to execute, deliver, certify and file
all such further agreements, undertakings, certificates, instruments and documents, in the name
of and on behalf of the Town, and to pay all such costs, fees and expenses as the Town
Supervisor shall approve as necessary or advisable to carry out the intent and accomplish the
purposes of the foregoing recitals and resolution and the transactions contemplated thereby, the
taking of such actions and the execution, delivery, certification and filing of such documents to
be conclusive evidence of such approval.
AND, BE IT FURTHER RESOLVED, that that any and all actions taken by the Town
Supervisor prior to the date of adoption of the foregoing resolutions which would have been
authorized by the foregoing resolutions but for the fact that such actions were taken prior to such
date, be, and each hereby is, ratified, approved, confirmed and adopted as a duly authorized act
of the Town in all respects and for all purposes.
This resolution shall take effect immediately upon its adoption.
Seconded by Town Board Member __________________________and duly put to vote, which
resulted as follows:
Town Board Member Wehner voting _______
Town Board Member Perticone voting _______
Town Board Member Romeo voting _______
Town Board Member Freeman voting _______
Town Supervisor Fitzpatrick voting _______
Attachment A
(Grant Disbursement Agreement)
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This GRANT DISBURSEMENT AGREEMENT includes
all exhibits and attachments hereto and is made on the terms and by the parties listed below
and relates to the project described below:
DORMITORY AUTHORITY OF THE STATE OF
NEW YORK (“DASNY”):
THE GRANTEE:
THE PROJECT:
PROJECT LOCATION:
PROJECT ADDRESS:
GRANT AMOUNT: $
FUNDING SOURCE:
For Office Use Only:
REDI APPLICATION DATE:
EXPIRATION DATE OF THIS AGREEMENT:
Project ID:
FMS#:
GranteeID:
GrantID:
REDUCE INVOICE AMOUNT BY 5%: YES NO
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TERMS AND CONDITIONS
1. The Project
The Grantee will perform tasks within the scope of the project description, budget, and
timeline as set forth in the Project Budget attached hereto as Exhibit A (collectively, the
“Project”) which was described by the Grantee in the REDI Application submitted by the
Grantee, then reviewed by DASNY and approved by the State.
2. Project Budget and Use of Funds
a) The Grantee will undertake and complete the Project in accordance with the overall
budget, which includes the Grant funds, as set forth in the attached Exhibit A. The
Grant will be applied to eligible expenses which are as described in the REDI
Application, and fall within the scope of the project description set forth in the attached
Exhibit A.
b) Grantee agrees and covenants to apply the Grant proceeds only to capital works or
purposes, which shall consist of the following:
i. the acquisition, construction, demolition, or replacement of a fixed asset or
assets;
ii. the major repair or renovation of a fixed asset, or assets, which materially
extends its useful life or materially improves or increases its capacity; or
iii. the planning or design of the acquisition, construction, demolition,
replacement, major repair or renovation of a fixed asset or assets, including
the preparation and review of plans and specifications including engineering
and other services, field surveys and sub-surface investigations incidental
thereto.
c) Grantee agrees and covenants that the Grant proceeds shall not be used for costs
that are not capital in nature, which include, but shall not be limited to working capital,
rent, utilities, salaries, supplies, administrative expenses, or to pay down debt incurred
to undertake the Project.
d) No addition, modification or deletion to the GDA shall be effective without submission
of a Project Change Request in the form of Exhibit F. The Project Change Request
must be accepted by the Oversight Agency and approved by the REDI Commission.
3. Books and Records
The Grantee will maintain accurate books and records concerning the Project for six (6)
years from the date the Project is completed and will make those books and records
available to DASNY, its agents, officers and employees during Grantee’s business hours
upon reasonable request. In the event of earlier termination of this Agreement, such
documentation shall be made available to DASNY, its agents, officers and employees for
six (6) years following the date of such early termination.
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4. Conditions Precedent to Disbursement of the Grant
No Grant funds shall be disbursed until the following conditions have been satisfied:
a) DASNY has received the project description, budget, and timeline as set forth in the
attached Exhibit A, and an opinion of Grantee’s counsel, in substantially the form
attached hereto as Exhibit B; and
b) The requirements of the REDI Program have been met including, but not limited to
contributing a minimum of 5% of the REDI Project Amount ; and
c) The monies required to fund the Grant have been received by DASNY; and
d) In the event of disbursement pursuant to paragraph 5(b) below, the Grantee has
provided DASNY with documentation evidencing that a segregated account has been
established by the Grantee into which Grant funds will be deposited (the “Segregated
Account”). Eligible Expenses incurred in connection with the Project to be financed
with Grant proceeds that are to be paid on invoice shall be paid out of the Segregated
Account. The funds in such account shall not be used for any other purpose.
e) The Grantee certifies that it is in compliance with the provisions of the REDI Program
as well as this Agreement and that the Grant will only be used for the Project set forth
in the REDI Application and in Exhibit A hereto.
f) Not-for-profit organizations are required to register and prequalify on the New York
State Grants Gateway (https://grantsmanagement.ny.gov/) in order to receive Grant
funds. The Grantee’s Document Vault must be in prequalification status prior to any
disbursements of the grant funds.
5. Disbursement
Subject to the terms and conditions contained in this Agreement, DASNY shall disburse
the Grant to the Grantee, in the manner set forth in Exhibit D, as follows:
a) Reimbursement: DASNY shall make payment directly to the Grantee in the amount of
Eligible Expenses actually incurred and paid for by the Grantee, upon presentation to
DASNY of:
i. the Payment Requisition Forms attached to this Agreement as Exhibit E and
its attachments;
ii. copies of invoices for Eligible Expenses from the Grantee’s contractor and/or
vendor and proof of payment from the Grantee to the contractor and/or vendor
in a form acceptable to DASNY; and
iii. such additional supporting documentation as DASNY may require in order to
clearly demonstrate that Eligible Expenses were incurred and paid by the
Grantee in connection with the Project described herein; or
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b) Payment on Invoice:
i. DASNY may make payment directly to the Grantee in the amount of Eligible
Expenses actually incurred by the Grantee, upon presentation to DASNY of:
1) the Payment Requisition Forms attached to this Agreement as Exhibit E
and its attachments;
2) copies of invoices for Eligible Expenses from the Grantee’s contractor
and/or vendor in a form acceptable to DASNY evidencing the completion
of work; and
3) such additional supporting documentation as DASNY may require in order
to clearly demonstrate that Eligible Expenses were incurred by the Grantee
in connection with the Project described herein.
ii. The Grantee must deposit all Grant proceeds paid on invoice pursuant to this
paragraph 5(b) into the Segregated Account established pursuant to
Paragraph 4(d). All Eligible Expenses incurred in connection with the Project
to be financed with Grant funds that are to be paid on invoice must be paid out
of this account. The account shall not be used for any other purpose.
iii. The Grantee must provide proof of disbursement of Grant funds to the
respective contractor and/or vendor in a form acceptable to DASNY, within
sixty (60) days of the date that Grant funds are disbursed to the Grantee to pay
for such costs. DASNY will not make any additional disbursements from Grant
funds until such time as proof of payment is provided.
iv. Utilizing the Grant funds paid to the Grantee pursuant to this section for any
purpose other than paying the contractors and/or vendors identified in the
requisition documentation in the amounts set forth in the requisition shall
constitute a default under this Agreement and shall, at a minimum, result in the
denial of payment on invoice for subsequent requisitions.
v. DASNY may deny payment on invoice at its sole and absolute discretion,
thereby restricting the method of payment pursuant to this contract to
reimbursement subject to the terms of Section 5(a).
c) Real Property Acquisition:
i. Prior to closing on the sale of the subject real property, DASNY shall be
provided with an executed Escrow Instruction Letter, signed by DASNY and an
escrow agent approved by DASNY, a title report, the draft deed and any other
documents requested by DASNY to justify and support the costs to be paid at
the closing from Grant funds.
ii. DASNY shall transfer the Grant funds to the escrow agent to hold in escrow
pending closing. The Grant funds will be wired to the escrow agent not more
than one (1) business day prior to the scheduled closing unless otherwise
approved by DASNY.
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iii. On the day of the closing, the escrow agent shall provide DASNY with copies
of the executed deed, a copy of the title insurance policy, the final closing
statement setting forth costs to be paid at closing, and copies of any checks
to be drawn against Grant funds.
iv. Upon DASNY approval, the escrow agent shall disburse the Grant funds as set
forth in the documentation described in (iii), above.
d) Electronic Payments Program: DASNY reserves the right to implement an electronic
payment program (“Electronic Payment Program”) for all payments to be made to the
Grantee thereunder. Prior to implementing an Electronic Payment Program, DASNY
shall provide the Grantee written notice one hundred twenty days prior to the effective
date of such Electronic Payment Program (“Electronic Payment Effective Date”).
Commencing on or after the Electronic Payment Effective Date, all payments due
hereunder by the Grantee shall only be rendered electronically, unless payment by
paper check is expressly authorized by DASNY. Commencing on or after the
Electronic Payment Effective Date the Grantee further acknowledges and agrees that
DASNY may withhold any request for payment hereunder, if the Grantee has not
complied with DASNY’s Policies and Procedures relating to its Electronic Payment
Program in effect at such time, unless payment by paper check is expressly authorized
by DASNY.
e) In no event will DASNY make any payment which would cause DASNY’s aggregate
disbursements to exceed the Grant amount.
f) The Grant, or a portion thereof, may be subject to recapture by DASNY as provided in
Section 9(c) hereof.
6. Non-Discrimination and Affirmative Action
The Grantee shall make its best effort to comply with DASNY’s Non-Discrimination and
Affirmative Action policies set forth in Exhibit G to this Agreement.
7. No Liability of DASNY or the State
DASNY shall not in any event whatsoever be liable for any injury or damage, cost or
expense of any nature whatsoever that occurs as a result of or in any way in connection
with the Project and the Grantee hereby agrees to indemnify and hold harmless DASNY,
the State and their respective agents, officers, employees and directors (collectively, the
“Indemnitees”) from and against any and all such liability and any other liability for injury
or damage, cost or expense resulting from the payment of the Grant by DASNY to the
Grantee or use of the Project in any manner, including in a manner which, if the bonds
are issued on a tax-exempt basis, (i) results in the interest on the bonds issued by DASNY
the proceeds of which were used to fund the Grant (the “Bonds”) to be includable in gross
income for federal income tax purposes or (ii) gives rise to an allegation against DASNY
by a governmental agency or authority, which DASNY defends that the interest on the
Bonds is includable in gross income for federal income tax purposes, other than that
caused by the gross negligence or the willful misconduct of the Indemnitees.
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8. Warranties and Covenants
The Grantee warrants and covenants that:
a) The Grant shall be used solely for Eligible Expenses in accordance with the Terms
and Conditions of this Agreement.
b) No materials, if any, purchased with the Grant will be used for any purpose other than
the eligible Project costs as identified in Exhibit A.
c) The Grantee agrees to utilize all funds disbursed in accordance with this Agreement
in accordance with the terms of the REDI Program.
d) The Grantee is solely responsible for all Project costs in excess of the Grant. The
Grantee will incur and pay Project costs and submit requisitions for reimbursement in
connection with such costs.
e) The Grantee has sufficient, secured funding for all Project costs in excess of the Grant,
and will complete the Project as described in the REDI Application and in this
Agreement.
f) The Grantee agrees to use its best efforts to utilize the Project for substantially the
same purpose set forth in this Agreement until such time as the Grantee determines
that the Project is no longer reasonably necessary or useful in furthering the public
purpose for which the grant was made.
g) There has been no material adverse change in the financial condition of the Grantee
since the date of submission of the REDI Application to DASNY.
h) No part of the Grant will be applied to any expenses paid or payable from any other
external funding source, including State or Federal grants, or grants from any other
public or private source.
i) The Grantee owns, leases, or otherwise has control over the site where the Project
will be located. If the Project includes removable equipment or furnishings including
but not limited to, computer hardware and software, air conditioning units, lab
equipment, office furniture and telephone systems, Grantee will develop, implement
and maintain an inventory system for tracking such removable equipment and
furnishings.
j) In the event the Grantee will utilize the Grant funds to acquire real property, the
Grantee must retain title ownership to the real property. If at any time during the term
of this Agreement the real property is repurchased by the Seller or otherwise conveyed
to any entity other than the Grantee, the Grantee will notify DASNY within 10 business
days from the date the contract of sale is executed OR within 10 business days from
the date the Grantee initiates or is notified of the intent to transfer ownership of the
real property, whichever is earlier. In that event, Grantee hereby agrees to repay to
DASNY all Grant funds disbursed pursuant to this Agreement.
k) The Project to be funded by the Grant will be located in the State of New York. If the
Grant will fund all or a portion of the purchase of any type of vehicle, such vehicle will
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be registered in the State of New York and a copy of the New York State Vehicle
Registration documents will be provided to DASNY’s Accounts Payable Department
at the time of requisition.
l) Grantee is in compliance with, and shall continue to comply in all material respects,
with all applicable laws, rules, regulations and orders affecting the Grantee and the
Project including but not limited to maintaining the Grantee’s document vault on the
New York State Grants Reform Gateway (https://grantsmanagement.ny.gov/).
m) The Grantee has obtained all necessary consents and approvals from the property
owner in connection with any work to be undertaken in connection with the Project.
n) All contractors and vendors retained to perform services in connection with the Project
shall be authorized to do business in the State of New York and/or filed such
documentation, certifications, or other information with the State or County as required
in order to lawfully provide such services in the State of New York. In addition, said
contractor/vendors shall possess and maintain all professional licenses and/or
certifications required to perform the tasks undertaken in connection with the Project.
o) Neither the Grantee nor any of the members of its Board of Directors or other
governing body or its employees have given or will give anything of value to anyone
to procure the Grant or to influence any official act or the judgment of any person in
the performance of any of the terms of this Agreement.
p) The Grant shall not be used in any manner for any of the following purposes:
i. political activities of any kind or nature, including, but not limited to, furthering
the election or defeat of any candidate for public, political or party office, or for
providing a forum for such candidate activity to promote the passage, defeat,
or repeal of any proposed or enacted legislation;
ii. religious worship, instruction or proselytizing as part of, or in connection with,
the performance of this Agreement;
iii. payments to any firm, company, association, corporation or organization in
which a member of the Grantee’s Board of Directors or other governing body,
or any officer or employee of the Grantee, or a member of the immediate family
of any member of the Grantee’s Board of Directors or other governing body,
officer, or employee of the Grantee has any ownership, control or financial
interest, including but not limited to an officer or employee directly or indirectly
responsible for the preparation or the determination of the terms of the contract
or other arrangement pursuant to which the proceeds of the Grant are to be
disbursed. For purposes of this paragraph, “ownership” means ownership,
directly or indirectly, of more than five percent (5%) of the assets, stock, bonds
or other dividend or interest-bearing securities; and “control” means serving as
a member of the board of directors or other governing body, or as an officer in
any of the above; and
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iv. payment to any member of Grantee’s Board of Directors or other governing
body of any fee, salary or stipend for employment or services, except as may
be expressly provided for in this Agreement.
q) The relationship of the Grantee (including, for purposes of this paragraph, its officers,
employees, agents and representatives) to DASNY arising out of this Agreement shall
be that of an independent contractor. The Grantee covenants and agrees that it will
conduct itself in a manner consistent with such status, that it will neither hold itself out
as, nor claim to be, an officer, employee, agent or representative of DASNY or the
State by reason hereof, and that it will not by reason thereof, make any claim, demand
or application for any right or privilege applicable to an officer, employee, agent or
representative of DASNY or the State, including without limitation, worker’s
compensation coverage, unemployment insurance benefits, social security coverage
or retirement membership or credit.
r) The information contained in the REDI Application submitted by the Grantee in
connection with the Project and the Grant, as such may have been amended or
supplemented and any supplemental documentation requested by the State or
DASNY in connection with the Grant, is incorporated herein by reference in its entirety.
In the event of an inconsistency between the descriptions, conditions, and terms of
this Agreement and those contained in the REDI Application, the provisions of this
Agreement shall govern. The Grantee hereby acknowledges that DASNY has relied
on the statements and representations made by the Grantee in the REDI Application
and any supplemental information in making the Grant. The Grantee hereby
represents and warrants that it has made no material misstatement or omission of fact
in the REDI Application, supplemental information, or otherwise in connection with the
Grant and that the information contained in the REDI Application and supplemental
information continues on the date hereof to be materially correct and complete.
s) The Grantee hereby represents and warrants that it has made no material
misstatement or omission of fact in the Grantee Questionnaire (“GQ”), attached hereto
as Exhibit C, or the Grantee’s document vault in the New York State’s Grants Reform
Gateway completed by the Grantee in connection with the Project and the Grant, and
that the responses in the GQ and the document vault continue on the date hereof to
be materially correct and complete. The Grantee hereby acknowledges that DASNY
has relied on the statements and representations made by the Grantee in the GQ in
making the Grant, and that the Grantee will be required to reaffirm the information
therein each time a requisition for grant funds is presented to DASNY.
t) The Grantee is duly organized, validly existing and in good standing under the laws of
the State of New York, or is duly organized and validly existing under the laws of
another jurisdiction and is authorized to do business and is in good standing in the
State of New York and shall maintain its corporate existence in good standing in each
such jurisdiction for the term of this Agreement, and has full power and authority to
execute and deliver the Agreement and to perform its obligations thereunder;
u) The Grantee agrees to provide such documentation to DASNY as may be requested
by DASNY in its sole and absolute discretion to support a requisition for payment, to
determine compliance by the Grantee with the terms of this Agreement or otherwise
reasonably requested by DASNY in connection with the Grant, and further
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acknowledges that if documentation requested in connection with a requisition for
payment does not, in the sole and absolute discretion of DASNY, provide adequate
support for the costs requested, that such requisition request shall be denied and
payment shall not be made to the Grantee.
v) The Agreement was duly authorized, executed and delivered by the Grantee and is
binding on and enforceable against the Grantee in accordance with its terms.
w) The Grantee has contributed, or will contribute, the standard matching requirement for
the required non-state funds contribution of the Project costs in a form allowed by the
Program. The Grantee’s matching requirement is 5% of the REDI Project Amount.
9. Default and Remedies
a) Each of the following shall constitute a default by the Grantee under this Agreement:
i. Failure to perform or observe any obligation, warranty or covenant of the
Grantee contained herein, or the failure by the Grantee to perform the
requirements herein to the reasonable satisfaction of DASNY and within the
time frames established therefor under this Agreement.
ii. Failure to comply with any request for information reasonably made by DASNY
to determine compliance by the Grantee with the terms of this Agreement or
otherwise reasonably requested by DASNY in connection with the Grant.
iii. The making by the Grantee of any false statement or the omission by the
Grantee to state any material fact in or in connection with this Agreement or
the Grant, including information provided in the REDI Application or in any
supplemental information that may be requested by the State or DASNY.
iv. The Grantee shall (A) be generally not paying its debts as they become due,
(B) file, or consent by answer or otherwise to the filing against it of, a petition
under the United States Bankruptcy Code or under any other bankruptcy or
insolvency law of any jurisdiction, (C) make a general assignment for the
benefit of its general creditors, (D) consent to the appointment of a custodian,
receiver, trustee or other officer with similar powers of itself or of any
substantial part of its property, (E) be adjudicated insolvent or be liquidated or
(F) take corporate action for the purpose of any of the foregoing.
v. An order of a court having jurisdiction shall be made directing the sale,
disposition or distribution of all or substantially all of the property belonging to
the Grantee, which order shall remain undismissed or unstayed for an
aggregate of thirty (30) days.
vi. The Grantee abandons the Project prior to its completion.
vii. The Grantee is found to have falsified or modified any documents submitted in
connection with this grant, including but not limited to invoice, contract or
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payment documents submitted in connection with a Grantee’s request for
payment/reimbursement.
viii. Utilizing the Grant funds paid to the Grantee pursuant to Section 5(b) for any
purpose other than paying the contractors and/or vendors identified in the
requisition documentation in the amounts set forth in the requisition.
b) Upon the occurrence of a default by the Grantee and written notice by DASNY
indicating the nature of the default, DASNY shall have the right to terminate this
Agreement.
c) Upon any such termination, DASNY may withhold any Grant proceeds not yet
disbursed and may require repayment of Grant proceeds already disbursed. If DASNY
determines that any Grant proceeds had previously been released based upon
fraudulent representations or other willful misconduct, DASNY may require repayment
of those funds and may refer the matter to the appropriate authorities for prosecution.
DASNY shall be entitled to exercise any other rights and seek any other remedies
provided by law.
10. Term of Agreement
Notwithstanding the provisions of Section 9 hereof, this Agreement shall terminate three
(3) years after the latest date set forth on the front page hereof without any further notice
to the Grantee. DASNY, in its sole discretion, may extend the term of this Agreement
upon a showing by the Grantee that the Project is under construction and is expected to
be completed within the succeeding twelve (12) months. All requisitions must be
submitted to DASNY in proper form prior to the termination date in order to be reimbursed.
11. Project Audit
DASNY shall, upon reasonable notice, have the right to conduct, or cause to be
conducted, one or more audits, including field inspections, of the Grantee to assure that
the Grantee is in compliance with this Agreement. This right to audit shall continue for six
(6) years following the completion of the Project or earlier termination of this Agreement.
12. Survival of Provisions
The provisions of Sections 3, 7, 8(o), 8(p) and 11 shall survive the expiration or earlier
termination of this Agreement.
13. Notices
Each notice, demand, request or other communication required or otherwise permitted
hereunder shall be in writing and shall be effective upon receipt if personally delivered or
sent by any overnight service or three (3) days after dispatch by certified mail, return
receipt requested, to the addresses set forth on this document’s cover page.
14. Assignment
The Grantee may not assign or transfer this Agreement or any of its rights hereunder.
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15. Modification
This Agreement may be modified only by a written instrument executed by the party
against whom enforcement of such modification is sought and in accordance with Section
2(d) of this Agreement.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of New York. This Agreement shall be construed without the aid of any presumption
or other rule of law regarding construction against the party drafting this Agreement or any
part of it. In case any one or more of the provisions of this Agreement shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof and this Agreement shall be
construed as if such provision(s) had never been contained herein.
17. Confidentiality of Information
Any information contained in reports made to DASNY or obtained by DASNY as a result
of any audit or examination of Grantee’s documents or relating to trade secrets, operations
and commercial or financial information, including but not limited to the nature, amount or
source of income, profits, losses, financial condition, marketing plans, manufacturing
processes, production costs, productivity rates, or customer lists, provided that such
information is clearly marked “confidential” by the Grantee that concerns or relates to trade
secrets, operations and commercial or financial information, including but not limited to
the nature, amount or source of income, profits, losses or expenditures, financial condition,
marketing plans, manufacturing processes, production costs, productivity rates, or
customer lists, which is determined by DASNY to be exempt from public disclosure under
the Freedom of Information Law, shall be considered business confidential and is not to
be released to anyone, except DASNY and staff directly involved in assisting the Grantee,
without prior written authorization from the Grantee, as applicable. Notwithstanding the
foregoing, DASNY will not be liable for any information disclosed, in DASNY’s sole
discretion, pursuant to the Freedom of Information Law, or which DASNY is required to
disclose pursuant to legal process.
18. Executory Clause
This Agreement shall be deemed executory to the extent of monies available for the REDI
Program to DASNY.
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Town of Irondequoit
Project ID
This agreement is entered into as of the latest date written below:
GRANTEE: TOWN OF IRONDEQUOIT
(Signature of Grantee Authorized Officer)
(Printed Name and Title)
Date:
DORMITORY AUTHORITY OF THE STATE OF NEW YORK
(Signature of DASNY Authorized Officer)
(Printed Name)
Date:
DASNY OFFICE USE ONLY
GRANTS ADMIN REVIEW FINAL LEGAL REVIEW
APPROVED FOR LEGAL
REVIEW:
APPROVED FOR
SIGNATURE:
DATE: DATE:
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GRANT DISBURSEMENT AGREEMENT
EXHIBITS
EXHIBIT A Project Budget
EXHIBIT B Opinion of Counsel
EXHIBIT C Grantee Questionnaire
EXHIBIT D Disbursement Terms
EXHIBIT E Payment Requisition Form and Dual Certification
EXHIBIT E-1 Payment Requisition Cover Letter
EXHIBIT E-2 Payment Requisition Back-up Summary
EXHIBIT F Non-Discrimination and Affirmative Action Policy
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EXHIBIT A: Project Budget
Town of Irondequoit
Project ID
USE OF FUNDS TIMELINE SOURCES
Tot al
Anticipated Dates**
DASNY
Share
In-Kind/Equity/Sponsor Other Sources
Project Description* Start End Amount Source
Name Amount Entity Name Amount
MO. $
$ $ $
* Please note that the project description as set forth in this column must summarize the scope of the Eligible Expenses set forth in the
REDI Application as per Section 2(a) of this Agreement for which reimbursement or payment on invoice will be sought. Please ensure
that the project description is an appropriate summary of the Eligible Expenses for which grantee will be submitting for requisition. The
failure to ensure all Eligible Expenses are consistent with the project description may delay payment.
** Please be sure to complete the anticipated start and end dates in the Project timeline.
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EXHIBIT B: Opinion of Counsel
DASNY
515 Broadway
Albany, New York 12207
Attn: Michael E. Cusack, General Counsel
Re: Lake Ontario Resiliency and Economic Development Initiative (“REDI”) Grant
Project ID
Ladies and Gentlemen:
I have acted as counsel to Town of Irondequoit (the “Grantee”) in connection with the Project
referenced above. In so acting, I have reviewed a certain Grant Disbursement Agreement
between you and the Grantee (the “Agreement”) and such other documents as I consider
necessary to render the opinion expressed hereby.
Based on the foregoing, I am of the opinion that:
1. the Grantee is duly organized, validly existing and in good standing under the laws of the
State of New York or, is duly organized and validly existing under the laws of another jurisdiction.
The Grantee is authorized to do business and is in good standing in the State of New York and
has full power and authority to execute and deliver the Agreement and to perform its obligations
thereunder; and
2. the Agreement was duly authorized, executed and delivered by the Grantee and is binding
on and enforceable against the Grantee in accordance with its terms.
By selecting this option and providing my electronic signature, I hereby execute and
deliver a validly binding legal opinion in the form of this Exhibit B, just the same as a
pen-and-paper signature on a separate document.
Approved – Legal Opinion attached
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**Instructions – Grantee’s Attorney will choose appropriate response . If “Approved as to form”
is checked, the Attorney will DocuSign form. If “Approved – Legal Opinion attached” is
checked, the Attorney must attach a legal opinion using the language provided in this exhibit.
EXHIBIT C: Grantee Questionnaire
PLEASE READ THE FOLLOWING:
1) You are acknowledgeing the following regarding the included Grantee Questionnaire:
• This inserted Grantee Questionnaire is an accurate and true copy of such previously
submitted DASNY Grantee Questionnaire.
• The Grantee certifies that there has been no material change in the information
provided in the Grantee Questionnaire.
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EXHIBIT D: Disbursement Terms
Town of Irondequoit
Project ID
Subject to the terms and conditions contained in this Agreement, DASNY shall disburse the Grant
to the Grantee as follows:
Standard Reimbursement
DASNY shall make payment to the Grantee, no more frequently than monthly, based upon
Eligible Expenses (as set forth and in accordance with the schedule in Exhibit A) actually incurred
by the Grantee, in compliance with Exhibit A and upon presentation to DASNY of the Payment
Requisition Forms attached to this Agreement as Exhibit E and its attachments, together with
such supporting documentation as DASNY may require in order to clearly demonstrate that
Eligible Expenses were actually incurred by the Grantee in connection with the Project described
herein. Payment shall be made by reimbursement, subject to the terms and conditions of
Sections 4 and 5(a) of this Agreement; by payment on invoice subject to the terms and conditions
of Sections 4 and 5(b) of this Agreement; or, for real property acquisition, subject to the terms
and conditions of Sections 4 and 5(c) of this Agreement.
Supporting documentation acceptable to DASNY must be provided prior to payment,
including invoices and proof of payment in a form acceptable to DASNY. If the fronts and backs
of canceled checks cannot be obtained from the Grantee’s financial institution, a copy of the front
of the check must be provided, along with a copy of a bank statement clearly showing that
payment was made by the Grantee to the contractor. DASNY reserves the right to request
additional supporting documentation in connection with requests for payment, including the
backs of canceled checks, certifications from contractors or vendors, or other documentation to
verify that grant funds are properly expended. Please note that quotes, proposals, estimates,
purchase orders, and other such documentation do NOT qualify as invoices.
The Grantee agrees to provide such documentation to DASNY as may be requested by
DASNY in its sole and absolute discretion to support a requisition for payment, to determine
compliance by the Grantee with the terms of this Agreement or otherwise reasonably requested
by DASNY in connection with the Grant, and further acknowledges that if documentation
requested in connection with a requisition for payment does not, in the sole and absolute
discretion of DASNY, provide adequate support for the costs requested, that such requisition
request shall be denied and payment shall not be made to the Grantee.
All expenses submitted for reimbursement or payment on invoice must be for work
completed at the approved Project location(s) and/or items received at the approved Project
location(s) prior to the date of the request for reimbursement/payment. In addition, if funds are
requisitioned for the purchase of a vehicle, the New York State Vehicle Registration Documents
and title must be submitted along with the requisition forms.
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EXHIBIT E: Payment Requisition Form and Dual Certification
Town of Irondequoit
Project ID
Payment Request #
For work completed between / / and / /
THIS REQUEST:
A: DASNY SHARE* B: THIS REQUEST
C: TOTAL
REQUESTED
PRIOR TO THIS
REQUEST
D: A-B-C
BALANCE
$
* Please note that when submitting a requisition for payment, DASNY can only reimburse for
capital expenditures for the Project as set forth in Exhibit A of this Agreement. In addition,
all capital expenditures are to be both incurred (billed to) and paid for by the named Grantee.
Capital expenditures include the costs of acquisition, design, construction, reconstruction,
rehabilitation, preservation, development, improvement, modernization and equipping of the
approved Project location.
For Office Use Only:
FMS#: 147588 GranteeID: 1515 GrantID: 21388
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EXHIBIT E: Payment Requisition Form and Dual Certification
DUAL CERTIFICATION
This certification must be signed by two Authorized Officers of the Town of Irondequoit, for Project # .
We hereby warrant and represent to DASNY that:
1. To the best of our knowledge, information and belief, the expenditures described in Payment Requisition
Request # attached hereto in the amount of $ for which Town of Irondequoit,
is seeking payment and/or reimbursement comply with the requirements of the Agreement between
DASNY and Town of Irondequoit (the “Agreement”), are Eligible Expenses, and that the payment and/or
reimbursement of expenditures for which it is seeking payment and/or reimbursement from DASNY does
not duplicate reimbursement or disbursement of costs and/or expenses from any other source.
2. The warranties and covenants contained in Section 8 of the Agreement are true and correct as if made
on the date hereof.
3. The Eligible Expenses for which reimbursement is sought in connection with this requisition were actually
incurred by the Grantee named on the cover page of this Agreement, and/or will be paid by the Grantee
solely from the Segregated Account established pursuant to paragraph 4(d) of the Grant Disbursement
Agreement to the contractor named on the invoices submitted in connection with this requisition and
shall not be used for any other purpose.
4. All Project costs described in any contractor/vendor invoice submitted pursuant the payment requisition
form have been completely and fully performed and/or received on site at the applicable project location
prior to the date hereof.
5. Proof of disposition of funds from the Segregated Account to the contractor and/or vendors that are
being paid on invoice, if any, will be provided to DASNY within sixty (60) days of the date that Grant
funds are disbursed to the Grantee to pay for such costs. We understand that in the event that
acceptable proof of payment is not provided, DASNY will not make any additional disbursements from
Grant funds until such time as such proof of payment is provided.
6. We have the authority to submit this requisition on behalf of Town of Irondequoit. All eligible expenses
have been incurred within the scope of the project description set forth in the schedule in Exhibit A to
this Agreement.
7. The following documents are hereby attached for DASNY approval, in support of this requisition, and
are accurate images of the original documents (Please check off all that apply):
Readable copies of both front and back of canceled checks.
Readable copies of the front of the checks and copies of bank statements showing that the checks
have cleared.
Copy of New York State Vehicle Registration and Title documents for all vehicles purchased with
Grant funds.
Invoices/receipts for eligible goods/services that have been received/performed at the approved
Project location(s) and a completed Exhibit E-2: Payment Requisition Back-up Summary.
Other:
Authorized Officer Signature: ___________________________________ Date: ______________
Print Name: ___________________________________
Title: ___________________________________
Authorized Officer Signature: ___________________________________ Date ______________
Print Name: ___________________________________
Title: ___________________________________
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EXHIBIT E-l: Payment Requisition Cover Letter
ON GRANTEE’S LETTERHEAD
Date
Attention: Accounts Payable - Grants
DASNY
515 Broadway
Albany, New York 12207
Re: Lake Ontario Resiliency and Economic Development Initiative (“REDI”) Grant
Project No.
To Whom It May Concern:
Enclosed please find our request for payment/reimbursement. The package includes completed
Exhibits E and E-2, including a Dual Certification with original signatures from two authorized
officers. I have also included supporting documentation and invoices, as summarized in Exhibit
E-2.
Below I have checked off the relevant payment option and completed the required payment
information. This information is complete and accurate as of the date of this letter:
1) We would like to be paid by reimbursement pursuant to section 5(a) of the grant
disbursement agreement. Proof of payment is enclosed for all invoices submitted in this
request. Please remit payment by check.
OR
2) We would like to be paid by reimbursement pursuant to section 5(a) of the grant
disbursement agreement. Proof of payment is enclosed for all invoices submitted in this
request. Please remit payment by wire. The wire instructions for our account are as
follows:
BANK NAME: ACCOUNT #:
ACCOUNT NAME: ABA #:
OR
3) We would like to be paid on invoice pursuant to Section 5(b) of the grant disbursement
agreement. We have not paid the invoice(s) included in this request. We have established
a segregated account to be used solely for accepting and disbursing funds from
DASNY for this grant and for no other purpose. The wire instructions for this account
are as follows:
BANK NAME: ACCOUNT #:
ACCOUNT NAME: ABA #:
If any further information is needed, please contact me at ( ) .
Signature:
Print Name: Title:
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EXHIBIT E-2: Payment Requisition Back-up Summary
Town of Irondequoit
Project ID
Please list below all invoice amounts totaling the amount for which you are seeking reimbursement in
this request. Invoices should be organized and total amount requested for reimbursement from grant
subtotaled. Please use additional sheets if necessary.
VENDOR/
CONTRACTOR
NAME
INVOICE/
APPLICATION #
AMOUNT REQUESTED
FROM GRANT FUNDS
COMMENT
TOTAL Requested: (Transfer total amount
requested to Exhibit E
pg. 18 column B)
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EXHIBIT F: Project Change Request
Town of Irondequoit
Project ID
Oversight Agency: OPRHP
REDI Project (s): MO.
Reason for Project Change:
Revise Project Scope
Amend Project Timeline
Decline Project
Justification for Project Change
* Please note that when submitting a Project Change Request, DASNY wil review and
coordinate with the Oversight Agency and the REDI Commission.
Oversight Agency Acceptance: ___________________
REDI Commission Approval: _____________________
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EXHIBIT G
NON-DISCRIMINATION AND AFFIRMATIVE ACTION POLICY FOR THE PROJECT
It is the policy of the State of New York and DASNY, to comply with all federal, State and local
law, policy, orders, rules and regulations which prohibit unlawful discrimination because of race,
creed, color, national origin, sex, sexual orientation, age, disability or marital status, and to take
affirmative action to ensure that Minority and Women-owned Business Enterprises (M/WBEs),
Minorities Group Members and women share in the economic opportunities generated by
DASNY’s participation in projects or initiatives, and/or the use of DASNY funds.
1) The recipient of State funds represents that its equal employment opportunity policy statement
incorporates, at a minimum, the policies and practices set forth below:
a) Grantee shall (i) not unlawfully discriminate against employees or applicants for
employment because of race, creed, color, national origin, sex, sexual orientation, age,
disability or marital status, (ii) undertake or continue existing programs of affirmative action
to ensure that Minority Group Members and women are afforded equal employment
opportunities, and (iii) make and document its conscientious and active efforts to employ
and utilize M/WBEs, Minority Group Members and women in its workforce on contracts.
Such action shall be taken with reference to, but not limited to, solicitations or
advertisements for employment, recruitment, job assignment, promotion, upgrading,
demotion, transfer, layoff or termination, rates of pay or other forms of compensation, and
selection for training or retraining, including apprenticeship and on-the-job training.
b) At the request of the AAO, the Grantee shall request each employment agency, labor
union, or authorized representative of workers with whom it has a collective bargaining or
other agreement or understanding, to furnish a written statement that such employment
agency, labor union, or representative does not unlawfully discriminate, and that such
union or representative will affirmatively cooperate in the implementation of the Grantee’s
obligations herein.
2) The Grantee is encouraged to include minorities and women in any job opportunities created
by the Project; and to solicit and utilize M/WBE firms for any contractual opportunities
generated in connection with the Project.
3) Grantee represents and warrants that, for the duration of the Agreement, it shall furnish all
information and reports required by the AAO and shall permit access to its books and records
by DASNY, or its designee, for the purpose of ascertaining compliance with provisions hereof.
4) Grantee shall include or cause to be included, paragraphs (1) through (3) herein, in every
contract, subcontract or purchase order with a Contracting Party executed in connection with
the Project, in such a manner that said provisions shall be binding upon each Contracting
Party as to its obligations incurred in connection with the Project.
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NON-DISCRIMINATION AND AFFIRMATIVE ACTION DEFINITIONS
Affirmative Action
Shall mean the actions to be undertaken by the Borrower, Grantee and any Contracting Party in
connection with any project or initiative to ensure non-discrimination and Minority/Women-owned
Business Enterprise and minority/female workforce participation, as set forth in paragraph 2)
herein, and developed by DASNY.
Affirmative Action Officer (“AAO”)
Shall mean DASNY’s Affirmative Action Officer or his/her designee, managing the affirmative
action program for DASNY.
Contracting Party
Shall mean (i) any contractor, subcontractor, consultant, subconsultant or vendor supplying goods
or services, pursuant to a contract or purchase order in excess of $1,500, in connection with any
projects or initiatives funded in whole or in part by DASNY and (ii) any borrower or Grantee
receiving funds from DASNY pursuant to a loan or Grant document.
Minority Business Enterprise (“MBE”)
Shall mean a business enterprise, including a sole proprietorship, partnership or corporation that
is (i) a lease fifty-one percent (51%) owned by one or more Minority Group Members; (ii) an
enterprise in which such minority ownership is real, substantial and continuing, (iii) an enterprise
in which such minority ownership has and exercises DASNY to control and operate,
independently, the day-to-day business decisions of the enterprise; (iv) an enterprise authorized
to do business in the State of New York and is independently owned and operated; and (v) an
enterprise certified by New York State as a minority business.
Minority Group Member
Shall mean a United States citizen or permanent resident alien who is and can demonstrate
membership in one of the following groups: (i) Black persons having origins in any of the Black
African racial groups; (ii) Hispanic persons of Mexican, Puerto Rican, Dominican, Cuban, Central
or South American descent of either Indian or Hispanic origin, regardless of race; (iii) Asian and
Pacific Islander persons having origins in any of the Far East countries, South East Asia, the
Indian subcontinent or the Pacific Islands; and (iv) Native American or Alaskan native persons
having origins in any of the original peoples of North America.
Minority and Women-Owned Business Enterprise Participation
Minority and Women-owned Business Enterprise participation efforts are not limited to the efforts
suggested herein, and the role of M/WBE firms should not be restricted to that of a
subcontractor/subconsultant. Where applicable, M/WBE firms should be considered for roles as
prime contractors. Such efforts may include but not be limited to:
(a) Dividing the contract work into smaller portions in such a manner as to permit
subcontracting to the extent that it is economically and technically feasible to do so;
(b) Actively and affirmatively soliciting bids from qualified M/WBEs, including circulation of
solicitations to Minority and Women’s trade associations;
(c) Making plans and specifications for prospective work available to M/WBEs in sufficient
time for review;
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(d) Utilizing the services and cooperating with those organizations providing technical
assistance to the Contracting Party in connection with potential M/WBE participation on
DASNY contract;
(e) Utilizing the resources of DASNY Affirmative Action Unit to identify New York State
certified M/WBE firms for the purpose of soliciting bids and subcontracts;
(f) Encouraging the formation of joint ventures, associations, partnerships, or other similar
entities with M/WBE firms, where appropriate, and
(g) The Contracting Party shall remit payment in a timely fashion.
Women-owned Business Enterprise (“WBE”)
Shall mean a business enterprise, including a sole proprietorship, partnership or corporation that
is: (i) at least fifty-one percent (51%) owned by one or more citizens or permanent resident aliens
who are women; (ii) an enterprise in which the ownership interest of such women is real,
substantial and continuing, (iii) an enterprise in which such women ownership has and exercises
DASNY to control and operate, independently, the day-to-day business decisions of the
enterprise; (iv) an enterprise authorized to do business in the State of New York and is
independently owned and operated; and (v) an enterprise certified by New York State as woman-
owned.