HomeMy WebLinkAboutSummit Ridge Energy - Cutchogue Landfill RESOLUTION 2023-808
ADOPTED DOC ID: 19503
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-808 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
SEPTEMBER 12,2023:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A.Russell to execute an amendment to the memorandum of lease with Summit
Ridge Energy for the Cutchogue Landfill Property located at 6155 Cox Lane,Cutchogue,New
York, extending the development term through December 31,2024, for the consideration of
$5,000.00, subject to the approval of the Town Attorney.
Denis Nonearrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Brian O. Mealy, Councilman
SECONDER:Sarah E.Nappa, Councilwoman
AYES: Nappa,Doroski,Mealy, Doherty, Evans, Russell
o4�S�FFat c
07
Office of the Town Attorney
Town of Southold
Town Hall Annex, 54375 Route 25
P.O. Box 1179
Southold, New York 11971-0959
Telephone : 631-765-1939
Facsimile: 631-765-6639
MEMORANDUM
To: Denis Noncarrow, Town Clerk
From: Missy Mirabelli
Secretary to the Town Attorney
Date: September 26, 2023
Subject: Agreement between Town of Southold and Summit Ridge Energy
(2"d Amendment Ground Lease- Landfill)
With respect to,the above-referenced matter, I am enclosing the original Agreement
together with the Resolution.
If you have any questions regarding the enclosed, please do not hesitate to call me.
Thank you.
/mm
Enclosures RECEIVED
cc: Accounting
SEP 2 6 2023
80'UthOld Town Clerk
SECOND AMENDMENT TO GROUND LEASE
THIS SECOND AMENDMENT TO GROUND LEASE("Amendment") is made and
entered into as of this aaP S- __ 2023, by To*n of Soutlibld,a Delaware
limited partnership("Landlord"),and SRR SoNr.Origiwition 2, LLC,a Dclaware limited liability
company(together with its successors and assigns,the "Tenant"); Landlord and Tenant,
collectively, are hereinafter referred to as the "Parties".
WITNESSETH:
WHEREAS, Landlord and Tenant are parties to that certain Ground Lease effective as of
January 19, 2021 (the "Lease"),as amended in the"First Amendment to Ground Lease April 2022
and amended in the"Town of Southold Ground Lease—Development Term Extension on October 4,
2022; and
WHEREAS,the Parties desire to amend the Lease as set forth herein.
NOW,THEREFORE, in consideration of the mutual agreements herein contained and in exchange
for a one-time payment of Five Thousand Dollars(US$5,000.00),payable within fifteen(15)days of
the Effective Date,and for other good and valuable consideration,the receipt and sufficiency of
which are hereby acknowledged,the Parries,on behalf of themselves,their heirs,successors and
assigns,hereto agree as follows:
1. Development Term:Notwithstanding any previous extension notices or Amendments,by
execution of this letter agreement, Section 4(a)(i)(B) of the Lease shall be amended and restated as
follows:
The Development Period resumes,retroactively starting on July 23,2023 and the current
Development Term ends on the earlier of(a)December 31, 2024 or(b)the first day of'the
Construction Term.
2. LEASE UNCHANGED. Except as amended hereby,the Lease and all terms and
conditions thereof shall continue and remain in full force and effect.
3. COUNTERPARTS.This Amendment may be executed in multiple counterparts,
each of which together shall be deemed an original,but all of which together shall constitute one
and the same instrument.
4.'SUCCESSORS AND ASSIGNS.This Amendment shall be binding upon,and
inure to the benefit of the Parties,and their respective heirs, successors,and assigns.
5. CAPLTALIZED TERMS. Capitalized terms used in this Amendment shall have
the same meanings assigned to them in the Lease.
6. RATIFICATION. Except as hereby amended,the Lease is hereby ratified in all
respects.
[Signature pages follow]
Page 2
IN WITNESS WHEREOF,the undersigned,Landlord and Tenant, have duly executed
this Amended,effective as of the day and year first above written.
LANDLORD:
TOWN OF SOU HOLD
Authorized Person
TENANT:
SRE SOLAR ORIGINATION 2,LLC
By:
Bsdte\-\" —0,C"','`'--tAuthorizedPerson
[End of Signature]
RESOLUTION
ADOPTED (DOC ID): _
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
2023:
RESOLVED that the'Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute an amendment to the memorandum of lease with Summit
Ridge Energy for the Cutchogue Landfill Property located at 6155 Cox Lane, Cutchogue, New
York extending the option period and adjusting the lease rate therein, subject to the approval by
the Town Attorney.
Southold Town Clerk
RESULT: ADOPTED (UNANIMOUS)
MOVER: _____.
SECONDER:
AYES• _ __
RESOLUTION 2023-808
ADOPTED DOC"ID: 19503
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-808 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
SEPTEMBER 12, 2023:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute an amendment to the memorandum of lease with Summit
Ridge Energy for the Cutchogue Landfill Property located at 6155 Cox Lane, Cutchogue,New
York, extending the development term through December 31, 2024, for the consideration of
$5,000.00, subject to the approval of the Town Attorney.
Denis Noncarrow
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Brian O. Mealy, Councilman
SECONDER:Sarah E.Nappa, Councilwoman
AYES: Nappa, Doroski, Mealy, Doherty, Evans, Russell
o�°Sup Fc�-`4
�Zel SEP 2 S 2023
Office of the Town Attorney
Town of Southold
Town Hall Annex, 54375 Route 25
P.O. Box 1179
Southold, New York 11971-0959
Telephone : 631-765-1939
Facsimile: 631-765-6639
MEMORANDUM
To: Kristie Hansen-Hightower, Comptroller
From: Melissa Mirabelli, Secretary to Town Attorney
Date: September 25, 2023
Subject: ARPA Subrecipient Agreements (CAST)
Enclosed please find a fully executed ARAP agreement. A copy has been
sent to the Town Clerks Office for recording as well.
Thank you.
CC: Town Clerk
CAST
SUBRECIPIENT GRANT AGREEMENT
(ARPA)
This Grant Agreement(this "Agreement") is entered into by and between The Town of Southold,
(the "Town")-and Community Action Southold Town, Inc., also known as "C.A.S.T." (the "Grantee"), a
non-profit entity serving the residents of the Town with programs and services, including food pantry,
sharing room, clothing, and household items, education, and other assistance, advocacy and referrals;
WHEREAS,the Town is the recipient of a grant(as more fully described in Exhibit A,the "ARPA
Grant") made available under the American Rescue Plan Act("ARPA")from the United States Treasury;
WHEREAS,the Grantee has submitted to the Town an application for grants to be funded from the ARPA
Grant(attached as Exhibit A, an "Application"), and in reliance on the representations,
certifications and warranties made by the Grantee herein and in the Application,the Town is
willing to provide the grant amount identified herein to the Grantee on the terms and conditions stated
herein;
WHEREAS,the Grantee is willing to accept the Grant evidenced by its Application, and to
thereby become a sub-recipient of the ARPA Grant, on the terms and conditions stated herein.
NOW,THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties agree and bind themselves as follows:
ARTICLE I-REPRESENTATIONS OF THE GRANTEE
Recognizing that the Town is relying hereon,the Grantee represents, as of the date of this
Agreement, as follows:
(a) Organization; Power, Etc.The Grantee is a non-profit entity duly established under the laws of the
State of New York with full legal right and power to authorize,execute,and deliver this Agreement,to
receive each Grant,to undertake and implement the use of Grant funds as described in its Application
and to carry out and consummate all transactions contemplated by the foregoing(including without
limitation the recordkeeping and reporting described herein);
(b)Authority.The Grantee has duly and validly authorized the execution and delivery of this
Agreement and has or will have so authorized the execution of each Application, and all
approvals,consents, and other governmental or corporate proceedings necessary for the
execution and delivery of the foregoing or required to make this Agreement the legally
binding obligation of the Grantee that it purports to be, in accordance with its terms, have
been obtained or made.The representatives of the Grantee executing this Agreement have
all necessary power and authority to execute this Agreement and to bind the Grantee to the
terms and conditions herein.
(c) No Litigation. No action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, public board or body, other than as disclosed to the Town in
writing, is pending or,to the knowledge of the authorized representatives of the Grantee
executing this Agreement, or threatened either seeking to restrain or enjoin the execution and
delivery of this Agreement,the services provided or contesting or affecting the validity of this
Agreement; and neither the non-profit status of the Grantee nor the title to the office of any authorized
representatives of the Grantee executing this Agreement, is being contested.
(d) No Conflicts.The authorization, execution and delivery of this Agreement will not constitute a breach
of, or a default under, any law, ordinance, resolution, agreement, indenture or other instrument to
which
the Grantee is a party or by which it or any of its properties are bound.
(e)SAM Registration. Grantee is registered with the System for Award Management(SAM)
and confirms that the Federal UEI number listed in Exhibit A is the correct such number for the Grantee
as of the date hereof.
(f) Binding Agreement.This Agreement is, or when executed and delivered will be,the legal,
valid, and binding obligation of the Grantee, enforceable in accordance with its terms,
subject only to limitations on enforceability imposed in equity or by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors' rights
generally.
(g) Information Submitted.All information, reports, and other documents and data submitted
to the Town in connection with this Agreement(including without limitation,the
Application(s) attached hereto as of the date of execution and each other Application, if
any,to be later attached and made a part hereof pursuant to the terms hereof) were, at the
time the same were (or will be)furnished, and are, as of the date hereof(or will be as of
the date the same are furnished),true, correct and complete in all material respects.
(h) Ratification. By executing this Agreement,the Grantee (i) affirms and ratifies all
statements, representations and warranties contained in all written documents that it has
submitted to the Town in connection with this Agreement(including,without limitation,
this Agreement and the Application attached hereto as Exhibit A as of the date
hereof) and (ii) agrees that on each date, if any,that any additional documentation is attached
hereto and made a part hereof, it will be deemed to have affirmed and ratified all such
statements, representations and warranties (including,without limitation,those contained
or provided in connection with such additional Application).
ARTICLE II -THE GRANT
2.1 Grant Amount: $70,000.00 The Town agrees to make and the Grantee agrees to accept, on the
terms
and conditions stated in this Agreement,the Grant Amount specified herein.
2.2 Project and Schedule
(a) Grant Purpose. Each Grant is being made solely to reimburse the Grantee for actual expenses
incurred in 2022 for food and emergency housing assistance associated with the Covid-19 health and
economic response of the Grantee.
(b) Grant Expenditure Schedule.The Grant will not pay any costs other than those incurred
during the period from January 1, 2022 to December 31, 2022. All Grant proceeds that
remain unexpended shall be returned to the Town.
2.3 Grant Award Package
In connection with the execution and delivery of this Agreement, each of the following conditions
shall be satisfied (all documents, certificates and other evidence of such conditions are to be satisfactory
to the Town in its sole and absolute discretion).
(a) Executed Grant Agreement.The Town shall receive a duly executed original of this
Agreement.
(b) Expiration of Offer. Each Grant, and the obligation of the Town to disburse such Grant,
or any portion thereof,shall expire ninety(90) days from the date the Grantee was notified
that the Town award. The Town, in its sole and absolute discretion, may approve one or more
extensions
to the expiration of the offer of any Grant.
ARTICLE III-AFFIRMATIVE COVENANTS
3.1 Use of Disbursements
The Grantee shall expend the Grant funds only for eligible expenses as outlined herein and in the
applicable Application, subject to Article II hereof.The Grantee shall be responsible for compliance with,
and shall comply in all material respects with, all applicable laws and regulations,whether or not such
laws or regulations are expressly referenced herein.
3.2 Reporting and Compliance with Laws
(a)The Grantee shall comply with all reporting requirements set forth in Schedule A hereto.
In addition,the Grantee agrees that all Grant monies shall be expended in full compliance with all
applicable provisions of federal,state and local law and all regulations thereunder.
(b)Without limiting the generality of Section 3.2(a),the Grantee covenants to comply in all
respects with all applicable laws, regulations and rules regarding bidding, procurement,
employment and anti-discrimination, including, without limitation,Title VI of the Civil
Rights Act of 1964,which prohibits recipients of federal financial assistance from
excluding from a program or activity, denying benefits of, or otherwise discriminating
against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.),
as implemented by the Department of the Treasury's Title VI regulations, 31 CFR Part
22,which are herein incorporated by reference and made a part of this contract(or
agreement).Title VI also includes protection to persons with "Limited English
Proficiency" in any program or activity receiving federal financial assistance,42 U.S.C.
§ 2000d et seq.,as implemented by the Department of the Treasury's Title VI regulations,
31 CFR Part 22, and herein incorporated by reference and made a part of this Agreement.
(c) Grantee certifies that it has read and understood its obligations with respect to compliance
with the non-discrimination requirements in this Agreement(including,without limitation,
Schedule B hereto), certifies that it is in compliance with such requirements, and covenants
to remain in compliance at all times while this Agreement is in effect.
3.3 Recoupment and Costs
The Grantee acknowledges that it is responsible for compliance with this Agreement and all state
and federal laws and regulations applicable to the Grant(s)funding source.Any breach of this
Agreement and/or failure to comply with such law or regulation may result in all or a portion of the
Grant becoming subject to recoupment (including,without limitation, as described in each Application).
If any portion of the Grant is subject to recoupment,the Town will notify the Grantee in writing and the
Grantee shall promptly and, in any event,within 10 days of receiving such notice, return such Grant
proceeds (including both any unexpended portion and funds equal to the portion expended) and any
interest earnings thereon. In addition, Grantee shall be responsible for, and hereby agrees to promptly
pay or reimburse the Town for all costs incurred by the Town, its employees,officers and agents
(including without limitation, attorneys'fees) related to or arising out of such recoupment including,
without limitation, costs of any related investigation, audit and/or collection efforts.
3.4 Indemnification
To the fullest extent permitted by law,the Grantee agrees to indemnify and hold harmless the
Town and all of its employees, officers, and agents (collectively, "Indemnified Persons")from and
against
any and all losses, costs, damages, expenses,judgments, and liabilities of whatever nature (including,
but not limited to, attorneys', accountants' and other professionals'fees and expenses, litigation and
court costs and expenses, amounts paid in settlement and amounts paid to discharge judgments and
amounts payable by Indemnified Persons relating to or arising out of(i)the actual or alleged failure of
the Grantee to comply with the terms of this Agreement or with any other requirement or condition
applicable to the federal grant with which any Grant is funded or(ii)the operation or undertaking of
each Project; provided that no indemnification shall be required of an Indemnified Person to the extent
such losses are determined by the final judgment of a court of competent jurisdiction to be the result of
the gross negligence or willful misconduct of such Indemnified Person. Such indemnification includes,
but is not limited to, costs arising from third-party claims.The provisions of this Section shall survive the
termination of this Agreement, and the obligations of the Grantee hereunder shall apply to losses or
claims whether asserted prior to or after the termination of this Agreement. In the event of failure by
the Grantee to observe the covenants, conditions and agreements contained in this Section, any
Indemnified Person may take any action at law or in equity to collect amounts then due and thereafter
to become due, or to enforce performance and observance of any obligation, agreement or covenant of
the Grantee under this Section.The obligations of the Grantee under this Section shall not be affected
by
any assignment or other transfer by the Town of its rights or interests under this Agreement and will
continue to inure to the benefit of the Indemnified Persons after any such transfer.The provisions of
this
Section shall be cumulative with and in addition to any other agreement by the Grantee to indemnify
any Indemnified Person.
3.5 Federal UEI
The Grantee shall maintain an active UEI registration at all times while this Grant Agreement is
in effect.
3.6 Recordkeeping.
The Grantee shall maintain accounts and records with respect to the utilization of all Grant funds in
accordance with generally accepted accounting principles as issued from time to time by the
Governmental Accounting Standards Board (GASB). Grantee shall keep and maintain all financial records
and supporting documentation related to Grant expenditures for a period of seven years after all Grant
proceeds have been expended or returned to the Town.Wherever practicable, Grantee shall collect,
transmit, and store such records in open and machine readable formats. Grantee agrees to make such
records available to the Town or to the United States Treasury upon request, and to any other
authorized
oversight body, including but not limited to the Government Accountability Office (GAO),the Treasury's
Office of Inspector General (OIG) and the Pandemic Relief Accountability Committee (PRAC). Grantee
agrees to make such accounts and records available for on-site inspection during regular business hours
of the Grantee and permit the Town,the United States Treasury or any other such authorized oversight
body to audit, examine, and reproduce such accounts and records, and to make audits of all contracts,
invoices, materials, payrolls, records of personnel, data, and other information relating to all matters
covered by this Agreement.
The Grantee shall permit the Town or any party designated by it upon reasonable prior notice to
the Grantee to examine and to inspect and,without limiting the generality of the previous paragraph,to
make copies of any accounts, books and records of the Grantee pertaining to Grant expenditures.
3.7 Single-Audit
The Grantee acknowledges that by accepting the Grant(s) it is a sub-recipient of federal financial
assistance under the federal Single Audit Act of 1984, as amended (the "SAA").The Grantee further
acknowledges that to the extent it expends an aggregate of$750,000 in federal awards(including, but
not limited to the Grant(s)) in a fiscal year, it will be subject to an audit under the SAA and its
implementing regulations at 2 CFR Part 200, Subpart F.
ARTICLE IV-TERMINATION AND REMEDIES
4.1 Termination
(a)Termination by the Town.The Town, in its sole and absolute discretion, may terminate
this Agreement or any one or more Grants hereunder:
(i) if the Grantee has breached any provision of this Agreement(including without
limitation reporting requirements in Schedule A hereto) or has failed to comply
with any applicable state or federal law or regulation applicable to any Project
and/or any Grant; or
(ii) if any representation or warranty made by the Grantee in any Application,this
Agreement, or any certification or other supporting documentation thereunder or
hereunder shall prove to have been incorrect in any material respect at the time
made.
(b) Notice of Termination.The Town shall provide the Grantee with written notice of
termination of this Agreement or any one or more Grants,setting forth the reason(s)for
termination.The termination of this Agreement or any one or more Grants shall be
effective as of the date such notice of termination is sent by the Town.
(c) Effect of Termination. Upon termination of this Agreement or any Grant,the Grantee shall
reimburse the Town for all costs and disbursements of the Grant(s)terminated on a
schedule to be negotiated in good faith between the Town and the Grantee, but in no event
more than 60 days from the date of such termination.
4.2 Term
This Agreement shall remain in effect until one of the following events has occurred:
(a)The Grantee and the Town replace this Agreement with another written agreement;
(b)All of the Grantee's obligations under this Agreement have been discharged, including,
without limitation, any obligation to reimburse the Town for disbursements of the
Grant(s); or
(c)This Agreement has been terminated pursuant to the provisions of Section 4.1 hereof.
ARTICLE V- MISCELLANEOUS
5.1 Notices
All notices, requests and other communications provided for herein including, without limitation,
any modifications of, or waivers, requests or consents under,this Agreement shall be given or made in
writing and delivered, (i) in the case of the Town,to the Town Clerk, 53095 Route 25A, Southold, New
York 11971, and (ii) in the case of the Grantee,to the address specified in the most recent Application;
or, as to either party, at such other address as shall be designated by such party in a notice to each other
party. Unless otherwise provided herein, receipt of all such communications shall be deemed to have
occurred when personally delivered or, in the case of a mailed notice, upon receipt, in each case given
or
addressed as provided for herein.
5.2 No Waiver
No failure or forbearance on the part of the Town to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof nor shall any single or partial exercise by the Town
of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.
Conditions, covenants, duties and obligations contained in this Agreement may be waived only by
written agreement between the parties.
5.3 Governing Law
This Agreement shall be construed under, and governed by,the laws of the State of New York.The
Grantee agrees to bring any federal or state legal proceedings arising under this Agreement in which the
Town is a party in a court of competent jurisdiction within the County of Suffolk. This section shall not
be construed to limit any other legal rights of the parties.
5.4 Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the Grantee and the Town and
their respective successors and assigns, except that the Grantee may not assign or transfer its rights or
obligations hereunder without the prior written consent of the Town.
5.5 Complete Agreement;Waivers and Amendments
All conditions, covenants, duties and obligations contained in the Agreement may be amended only
through a written amendment signed by the Grantee and the Town unless otherwise specified in this
Agreement.
5.6 Headings
The headings and sub-headings contained in the titling of this Agreement are intended to be used
for convenience only and do not constitute part of this Agreement.
5.7 Severability
If any term, provision or condition, or any part thereof, of this Agreement shall for any reason be
found or held invalid or unenforceable by any governmental agency or court of competent jurisdiction,
such invalidity or unenforceability shall not affect the remainder of such terms, provisions or conditions
nor any other term, provision or condition, and this Agreement shall survive and be construed as if such
invalid or unenforceable term, provision or condition had not been contained therein.
5.8 Schedules, Exhibits and Attachments; Counterparts; Electronic Signature
Each schedule, exhibit or other attachment hereto (including without limitation each Application
attached (or to be attached as referenced in Section 5.5 hereof) as Exhibit A and referred to herein is an
integral part of this Agreement.This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S.federal ESIGN Act of 2000 and related state law)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and
validly delivered and be valid and effective for all purposes.
5.9 Further Assurances
Grantee agrees that it will,from time to time, execute, acknowledge, and deliver, or cause to be
executed, acknowledged, and delivered, such further instruments as may reasonably be required for
carrying out the intention or facilitating the performance of this Agreement.
5.10 Third-Party Beneficiaries
This Agreement is exclusively between the Town and the Grantee, and does not, nor is intended,
to create any privity of contract with any other party not a party hereto other than the Indemnified
Persons, nor to imply a contract in law or fact.The Town is not obligated to disburse grant funds on any
contract, or otherwise, between the Grantee and any other party, nor intends to assume, at any time,
direct obligations for payment for work,goods, or other performance under such contracts.The
obligation to pay any amounts due under such contracts is solely the responsibility of the Grantee.
Nothing herein, express or implied, is intended to, or shall confer upon, any other person any right,
benefit, or remedy of any nature whatsoever under or by reason of this Agreement between the Town,
the Grantee and the Indemnified Persons.
Signature page to Grant Agreement(ARPA)
IN WITNESS WHEREOF,the parties hereto have caused this Grant Agreement to be duly executed as of
the latest date set forth below.
TOWN OF SO HOLD
By:
Name:S Ott A. Russell
Title:Supervisor
Date: 9/3L 013
GRANTEE (as applicable)
Commity Action Sout Id Town, Inc., a/k/a "C.A.S.T." as Grantee
By:
Name: J�Uh
Title: 1;; o Ivec
Date: -1 �'g I
Schedule A-1
SCHEDULE A
Reporting Requirements
Event Reporting
The following events shall be reported promptly upon the occurrence thereof(and in any event with five
business days of the occurrence thereof)to the Town:
(a)The inclusion of the Grantee, or any contractor or sub-recipient related to any Grant or any Project,
or any employee, officer or other official of any of the foregoing, on any state or federal listing of
debarred or suspended persons, or if any of such persons are proposed for disbarment, declared
ineligible,or voluntarily excluded from covered transactions by any state or Federal department or
agency.
(b)Any criminal or civil litigation, or credible threat of such litigation, or investigation by any
governmental entity of any of the persons listed in (a)for violations of state or Federal law
involving fraud, bribery, misappropriation of funds, breaches of fiduciary duty or other actions
bearing on the trustworthiness, credibility or responsibility of such person.
On Demand Reporting
(a)A list of antidiscrimination complaints, reviews and proceedings, if any, as described in item 8 of
Schedule B; and
(b)Such other reporting relating to each Grant and each Project as the Town shall reasonably request
from time to time.
Scheduled Reporting
(a) Quarterly Reporting.The Grantee shall provide quarterly reports as of the end of each fiscal
quarter.Such reports shall be delivered to the Town not later than the fifteenth (15) day following
the end of each fiscal quarter(i.e.January 15,April 15,July 15 and October 15) and shall
contain:
a.The status of each Project(not started, in process, completed)
b.The amount of each Grant spent on the applicable Project during the quarter;
c.The cumulative total amount of each Grant funds spent on the applicable Project since
inception;
d.The amount, if any, of each Grant that has been obligated for spending on the applicable
Project that have not yet been expended;
e.A certification that, as of such reporting date and at all times since the previous reporting
date (or if none, since the date of the Grant Agreement),the Grantee is and has been in full
compliance with all terms of the Grant Agreement, including, without limitation,the antidiscrimination
requirements described on Schedule B (or has delivered to the Town in writing a full accounting of all
instances on noncompliance);
f.Such other items as the Town shall reasonably request related to the Grant(s) and/or the
Project(s)
(g) Close Out Reporting.The Grantee shall provide a final close-out report after the final
expenditure (or return to the Town)of each Grant. Such report shall be delivered to the Town not later
than 60 days following the quarter in which such final expenditure (or return) occurred
and shall contain all such items as are reasonably requested by the Town or its agents.
Schedule A-1
SCHEDULE B
Assurance of Compliance with Civil Rights Requirements
As a condition of receipt of federal financial assistance including the Grant(s),the Grantee provides
the assurances stated herein.The federal financial assistance includes the Grant(s) and may include
other federal grants, loans and contracts to provide assistance to the recipient's beneficiaries,the use or
rent of Federal land or property at below market value, Federal training, a loan of Federal personnel,
subsidies,and other arrangements with the intention of providing assistance. Federal financial
assistance
does not encompass contracts of guarantee or insurance, regulated programs, licenses, procurement
contracts by the Federal government at market value, or programs that provide direct benefits.This
assurance applies to all federal financial assistance from or funds made available through the
Department of the Treasury, including the Grant(s) and any assistance that the Grantee may request in
the future. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply
to all of the Grantee's programs,services and activities, so long as any portion of the Grantee's
program(s) is federally assisted in the manner proscribed above.
1. Grantee ensures its current and future compliance with Title VI of the Civil Rights Act of 1964,
as amended,which prohibits exclusion from participation, denial of the benefits of, or subjection
to discrimination under programs and activities receiving federal funds,of any person in the
United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as
implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other
pertinent executive orders such as Executive Order 13166; directives; circulars; policies;
memoranda and/or guidance documents.
2. Grantee acknowledges that Executive Order 13166, "Improving Access to Services for Persons
with Limited English Proficiency," seeks to improve access to federally assisted programs and
activities for individuals who, because of national origin, have limited English proficiency
("LEP"). Grantee understands that denying a person access to its programs,services, and activities
because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil
Rights Act of 1964 and the Department of the Treasury's implementing regulations.Accordingly,
Grantee shall initiate reasonable steps, or comply with the Department of the Treasury's directives,
to ensure that LEP persons have meaningful access to its programs, services, and activities.
Grantee understands and agrees that meaningful access may entail providing language assistance
services, including oral interpretation and written translation where necessary,to ensure effective
communication in the Grantee's programs, services, and activities.
3. Grantee agrees to consider the need for language services for LEP persons during development of
applicable budgets and when conducting programs,services and activities.As a resource,the
Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information
on LEP, please visit http://www.lep.gov.
4. Grantee acknowledges and agrees that compliance with this assurance constitutes a condition
of continued receipt of federal financial assistance (including,without limitation,the Grant(s)),
and is binding upon Grantee and Grantee's successors,transferees and assignees for the period
in which such assistance is provided.
5. Grantee acknowledges and agrees that it must require any sub-grantees, contractors,
subcontractors, successors,transferees, and assignees to comply with assurances 1-4 above, and
agrees to incorporate the following language in every contract or agreement subject to Title VI
and its regulations between the Grantee and the Grantee's sub-grantees, contractors,
subcontractors,successors,transferees, and assignees:
6.The sub-grantee, contractor,subcontractor, successor,transferee, and assignee shall
comply with Title VI of the Civil Rights Act of 1964,which prohibits recipients of federal
financial assistance from excluding from a program or activity, denying benefits of, or
otherwise discriminating against a person on the basis of race, color, or national origin (42
U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury's Title VI
regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of
this contract(or agreement).Title VI also includes protection to persons with "Limited
English Proficiency" in any program or activity receiving federal financial assistance,42
U.S.C. § 2000d et seq., as implemented by the Department of the Treasury's Title VI
regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this
contract or agreement.
7.Grantee understands and agrees that if any real property or structure is provided or improved with
the aid of federal financial assistance by the Department of the Treasury(including,without
limitation,the Grant(s)),this assurance obligates the Grantee, or in the case of a subsequent transfer,
the transferee,for the period during which the real property or structure is used for a purpose for
which the federal financial assistance is extended or for another purpose involving the provision of
similar services or benefits. If any personal property is provided,this assurance obligates the
Grantee for the period during which it retains ownership or possession of the property.
8. Grantee shall cooperate in any enforcement or compliance review activities by the Town or the
Department of the Treasury of the aforementioned obligations. Enforcement may include
investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that
may result from these actions.That is,the Grantee shall comply with information requests, on-site
compliance reviews, and reporting requirements.
9. Grantee shall maintain a complaint log and promptly inform the Town of any complaints of
discrimination on the grounds of race, color, or national origin, and LEP covered by Title VI of the
Civil Rights Act of 1964 and implementing regulations and provide, upon request, (i) a list of all
such reviews or proceedings based on the complaint, pending or completed, including outcome or
(ii) if such is the case, a statement that Grantee has received no complaints under Title VI.
10. Grantee must provide documentation of an administrative agency's or court's findings of
noncompliance of Title VI of the Civil Rights Act of 1964 and efforts to address the non-compliance,
including any voluntary compliance or other agreements between the Grantee and the
administrative agency that made the finding. If the Grantee settles a case or matter alleging such
discrimination,the Grantee must provide documentation of the settlement.
11. If the Grantee makes sub-awards to other agencies or other entities,the Grantee is responsible for
ensuring that sub-recipients also comply with Title VI and other applicable authorities covered in
this document.
EXHIBIT A
[copies of each final, approved
Application (Terms and Conditions