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resolution 37 pages

Also attached to this agenda item: Resolution 193-2025 DASNY Grant - Harmon FH

Updated 3-18-2024 1 This GRANT DISBURSEMENT AGREEMENT includes all exhibits and attachments hereto and are made on the terms and by the parties listed below and relates to the project described below: DORMITORY AUTHORITY OF THE STATE OF NEW YORK (“DASNY”): 515 Broadway Albany, New York 12207 Contact: Karen Hunter Phone: (518) 257-3177 E-mail: grants@dasny.org THE GRANTEE: 1 Van Wyck St Croton-On-Hudson, New York 10520 United States Contact: Bryan Healy Phone: (914) 271-2081 Email: bhealy@crotononhudson-ny.gov THE PROJECT: Renovation and Expansion of the Firehouse PROJECT LOCATION(S): Harmon Firehouse 30 Wayne St, Croton-On-Hudson, New York 10520, United States GRANT AMOUNT: $100,000.00 FUNDING SOURCE: Community Resiliency, Economic Sustainability, and Technology Program(“CREST”) For Office Use Only: PRELIMINARY APPLICATION OR PROJECT INFORMATION SHEET DATE: 7/14/2023 EXPIRATION DATE OF THIS AGREEMENT: 3 YEARS FROM DASNY EXECUTION DATE Project ID: Grantee ID: 3156 FMS#: 157988 Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 2 TERMS AND CONDITIONS 1. The Project The Grantee will perform tasks within the scope of the project description, budget, and timeline as set forth in the Project Budget attached hereto as Exhibit A (collectively, the “Project”) which was described by the Grantee in the Preliminary Application or Project Information Sheet submitted by the Grantee, then reviewed by DASNY and approved by the State. 2. Project Budget and Use of Funds a) The Grantee will undertake and complete the Project in accordance with the overall budget, which includes the Grant funds, as set forth in the attached Exhibit A. The Grant will be applied to eligible expenses which are as described in the Preliminary Application or Project Information Sheet, and fall within the scope of the project description set forth in the attached Exhibit A. b) Grantee agrees and covenants to apply the Grant proceeds only to capital works or purposes, which shall consist of the following: i. the acquisition, construction, demolition, or replacement of a fixed asset or assets; ii. the major repair or renovation of a fixed asset, or assets, which materially extends its useful life or materially improves or increases its capacity; or iii. the planning or design of the acquisition, construction, demolition, replacement, major repair or renovation of a fixed asset or assets, including the preparation and review of plans and specifications including engineering and other services, field surveys and sub-surface investigations incidental thereto. c) Grantee agrees and covenants that the Grant proceeds shall not be used for costs that are not capital in nature, which include, but shall not be limited to working capital, rent, utilities, salaries, supplies, administrative expenses, or to pay down debt incurred to undertake the Project. 3. Books and Records The Grantee will maintain accurate books and records concerning the Project for six (6) years from the date the Project is completed and will make those books and records available to DASNY, its agents, officers and employees during Grantee’s business hours upon reasonable request. In the event of earlier termination of this Agreement, such documentation shall be made available to DASNY, its agents, officers and employees for six (6) years following the date of such early termination. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 3 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 CREST Program have been met; and c) The monies required to fund the Grant have been received by DASNY; and d) In the event of disbursement pursuant to paragraph 5(b) below, the Grantee has provided DASNY with documentation evidencing that a segregated account has been established by the Grantee into which Grant funds will be deposited (the “Segregated Account”). The Segregated Account must have industry-standard fraud protections added to the account, including but not limited to, check positive pay and ACH positive pay. 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 CREST Program as well as this Agreement and that the Grant will only be used for the Project set forth in the Preliminary Application or Project Information Sheet and in Exhibit A hereto. f) Not-for-profit organizations are required to register and prequalify in New York’s Statewide Financial System (https://www.sfs.ny.gov/) in order to receive Grant funds. The Grantee must have a current, non-expired prequalification application 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 Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 4 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. 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 Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 5 statement setting forth costs to be paid at closing, and copies of any checks to be drawn against Grant funds. iv. Upon DASNY approval, the escrow agent shall disburse the Grant funds as set forth in the documentation described in (iii), above. d) Electronic Payments Program: DASNY reserves the right to implement an electronic payment program (“Electronic Payment Program”) for all payments to be made to the Grantee thereunder. Prior to implementing an Electronic Payment Program, DASNY shall provide the Grantee written notice one hundred twenty days prior to the effective date of such Electronic Payment Program (“Electronic Payment Effective Date”). Commencing on or after the Electronic Payment Effective Date, all payments due hereunder by the Grantee shall only be rendered electronically, unless payment by paper check is expressly authorized by DASNY. Commencing on or after the Electronic Payment Effective Date the Grantee further acknowledges and agrees that DASNY may withhold any request for payment hereunder, if the Grantee has not complied with DASNY’s Policies and Procedures relating to its Electronic Payment Program in effect at such time, unless payment by paper check is expressly authorized by DASNY. e) In no event will DASNY make any payment which would cause DASNY’s aggregate disbursements to exceed the Grant amount. f) The Grant, or a portion thereof, may be subject to recapture by DASNY as provided in Section 9(c) hereof. 6. Non-Discrimination and Affirmative Action The Grantee shall make its best effort to comply with DASNY’s Non-Discrimination and Affirmative Action policies set forth in Exhibit F to this Agreement. 7. No Liability of DASNY or the State DASNY shall not in any event whatsoever be liable for any injury or damage, cost or expense of any nature whatsoever that occurs as a result of or in any way in connection with the Project and the Grantee hereby agrees to indemnify, defend, 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. 8. Warranties and Covenants The Grantee warrants and covenants that: Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 6 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 CREST Program. d) The Grantee is solely responsible for all Project costs in excess of the Grant. The Grantee will incur and pay Project costs and submit requisitions for reimbursement in connection with such costs. e) The Grantee has sufficient, secured funding for all Project costs in excess of the Grant, and will complete the Project as described in the Preliminary Application or Project Information Sheet and in this Agreement. f) The Grantee agrees to use its best efforts to utilize the Project for substantially the same purpose set forth in this Agreement until such time as the Grantee determines that the Project is no longer reasonably necessary or useful in furthering the public purpose for which the grant was made. g) There has been no material adverse change in the financial condition of the Grantee since the date of submission of the Preliminary Application or Project Information Sheet to DASNY. h) No part of the Grant will be applied to any expenses paid or payable from any other external funding source, including State or Federal grants, or grants from any other public or private source. i) The Grantee owns, leases, or otherwise has control over the site where the Project will be located. If the Project includes vehicle purchase(s), removable equipment, or furnishings including but not limited to, computer hardware and software, air conditioning units, lab equipment, office furniture and telephone systems, the Grantee has or will develop, implement, and maintain an inventory system for tracking such items, as well as has or will develop, implement, and maintain a usage policy. 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 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. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 7 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 prequalification status in New York’s Statewide Financial System (https://www.sfs.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. Sectarian instruction or study, or as a place of devotional activities or religious worship, or as a facility used primarily in connection with any part of the program of a school or department of divinity for any religious denomination, or the training of ministers or other similar persons in the field of religion, unless as previously disclosed to DASNY as an attachment to Grantee Certification; 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 Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 8 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. v. generation of tax credits or reimbursement of Project costs that have or will cycle through corpus of tax credit structure. q) The relationship of the Grantee (including, for purposes of this paragraph, its officers, employees, agents and representatives) to DASNY arising out of this Agreement shall be that of an independent contractor. The Grantee covenants and agrees that it will conduct itself in a manner consistent with such status, that it will neither hold itself out as, nor claim to be, an officer, employee, agent or representative of DASNY or the State by reason hereof, and that it will not by reason thereof, make any claim, demand or application for any right or privilege applicable to an officer, employee, agent or representative of DASNY or the State, including without limitation, worker’s compensation coverage, unemployment insurance benefits, social security coverage or retirement membership or credit. r) The information contained in the Preliminary Application or Project Information Sheet submitted by the Grantee in connection with the Project and the Grant, as such may have been amended or supplemented and any supplemental documentation requested by the State or DASNY in connection with the Grant, is incorporated herein by reference in its entirety. In the event of an inconsistency between the descriptions, conditions, and terms of this Agreement and those contained in the Preliminary Application or Project Information Sheet, the provisions of this Agreement shall govern. The Grantee hereby acknowledges that DASNY has relied on the statements and representations made by the Grantee in the Preliminary Application or Project Information Sheet and any supplemental information in making the Grant. The Grantee hereby represents and warrants that it has made no material misstatement or omission of fact in the Preliminary Application or Project Information Sheet, supplemental information, or otherwise in connection with the Grant and that the information contained in the Preliminary Application or Project Information Sheet and supplemental information continues on the date hereof to be materially correct and complete. s) The Grantee hereby represents and warrants that it has made no material misstatement or omission of fact in the Grantee Questionnaire (“GQ”), attached hereto as Exhibit C, or the Grantee’s current prequalification application in New York’s Statewide Financial System, 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; Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 9 u) The Grantee agrees to provide such documentation to DASNY as may be requested by DASNY in its sole and absolute discretion to support a requisition for payment, to determine compliance by the Grantee with the terms of this Agreement or otherwise reasonably requested by DASNY in connection with the Grant, and further acknowledges that if documentation requested in connection with a requisition for payment does not, in the sole and absolute discretion of DASNY, provide adequate support for the costs requested, that such requisition request shall be denied and payment shall not be made to the Grantee. v) The Agreement was duly authorized, executed and delivered by the Grantee and is binding on and enforceable against the Grantee in accordance with its terms. 9. Default and Remedies a) Each of the following shall constitute a default by the Grantee under this Agreement: i. Failure to perform or observe any obligation, warranty or covenant of the Grantee contained herein, or the failure by the Grantee to perform the requirements herein to the reasonable satisfaction of DASNY and within the time frames established therefor under this Agreement. ii. Failure to comply with any request for information reasonably made by DASNY to determine compliance by the Grantee with the terms of this Agreement or otherwise reasonably requested by DASNY in connection with the Grant. iii. The making by the Grantee of any false statement or the omission by the Grantee to state any material fact in or in connection with this Agreement or the Grant, including information provided in the Preliminary Application or Project Information Sheet or in any supplemental information that may be requested by the State or DASNY. iv. The Grantee shall (A) be generally not paying its debts as they become due, (B) file, or consent by answer or otherwise to the filing against it of, a petition under the United States Bankruptcy Code or under any other bankruptcy or insolvency law of any jurisdiction, (C) make a general assignment for the benefit of its general creditors, (D) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, (E) be adjudicated insolvent or be liquidated or (F) take corporate action for the purpose of any of the foregoing. v. An order of a court having jurisdiction shall be made directing the sale, disposition or distribution of all or substantially all of the property belonging to the Grantee, which order shall remain undismissed or unstayed for an aggregate of thirty (30) days. vi. The Grantee abandons the Project prior to its completion. vii. The Grantee is found to have falsified or modified any documents submitted in connection with this grant, including but not limited to invoice, contract or payment documents submitted in connection with a Grantee’s request for payment/reimbursement. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 10 viii. Utilizing the Grant funds paid to the Grantee pursuant to Section 5(b) for any purpose other than paying the contractors and/or vendors identified in the requisition documentation in the amounts set forth in the requisition. b) Upon the occurrence of a default by the Grantee and written notice by DASNY indicating the nature of the default, DASNY shall have the right to terminate this Agreement. c) Upon any such termination, DASNY may withhold any Grant proceeds not yet disbursed and may require repayment of Grant proceeds already disbursed. If DASNY determines that any Grant proceeds had previously been released based upon fraudulent representations or other willful misconduct, DASNY may require repayment of those funds and may refer the matter to the appropriate authorities for prosecution. DASNY shall be entitled to exercise any other rights and seek any other remedies provided by law. 10. Term of Agreement Notwithstanding the provisions of Section 9 hereof, this Agreement shall terminate three (3) years after the latest date set forth on the front page hereof without any further notice to the Grantee. DASNY, in its sole discretion, may extend the term of this Agreement upon a showing by the Grantee that the Project is under construction and is expected to be completed within the succeeding twelve (12) months. All requisitions must be submitted to DASNY in proper form prior to the termination date in order to be reimbursed. 11. Project Audit DASNY shall, upon reasonable notice, have the right to conduct, or cause to be conducted, one or more audits, including field inspections, of the Grantee to assure that the Grantee is in compliance with this Agreement. This right to audit shall continue for six (6) years following the completion of the Project or earlier termination of this Agreement. 12. Survival of Provisions The provisions of Sections 3, 7, 8(o), 8(p) and 11 shall survive the expiration or earlier termination of this Agreement. 13. Notices Each notice, demand, request or other communication required or otherwise permitted hereunder shall be in writing and shall be effective upon receipt if personally delivered or sent by any overnight service or three (3) days after dispatch by certified mail, return receipt requested, to the addresses set forth on this document’s cover page. 14. Assignment The Grantee may not assign or transfer this Agreement or any of its rights hereunder. 15. Modification This Agreement may be modified only by a written instrument executed by the party against whom enforcement of such modification is sought. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 11 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 CREST Program to DASNY. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 12 Village of Croton-on-Hudson Renovation and Expansion of the Firehouse Project ID: 26856 This agreement is entered into as of the latest date written below: GRANTEE: Village of Croton-on-Hudson /GRANTEESIGNATURE/ (Signature of Grantee Authorized Officer) /GRANTEENAME/ /GRANTEETITLE/ (Printed Name and Title) Date: /GRANTEESIGNEDDATE/ DORMITORY AUTHORITY OF THE STATE OF NEW YORK /DASNYSIGNATURE/ (Signature of DASNY Authorized Officer) /DASNYSIGNATURENAME/ /DASNYTITLE/ (Printed Name) Date: /DASNYSIGNEDDATE/ DASNY OFFICE USE ONLY GRANTS ADMIN REVIEW FINAL LEGAL REVIEW APPROVED FOR LEGAL REVIEW: /GAAPPROVER/ APPROVED FOR SIGNATURE: /DASNYAPPROVER/ DATE: /GAAPPROVEDDATE/ DATE: /DASNYAPPROVEDDATE/ Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Village Manager Bryan Healy Updated 3-18-2024 13 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 Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 14 EXHIBIT A: Project Budget Village of Croton-on-Hudson Renovation and Expansion of the Firehouse Project ID: 26856 USE OF FUNDS TIMELINE SOURCES Total Anticipated Dates** DASNY Share In-Kind / Equity /Sponsor Other Sources Project Description* Start End Amount Amount Amount Renovation and Expansion of the Firehouse /STARTD/ /ENDD/ $100,000.00 $2,658,750.00 $0.00 $2,758,750.00 * Please note that the project description as set forth in this column must summarize the scope of the Eligible Expenses set forth in the Preliminary Application or Project Information Sheet 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. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 15 EXHIBIT B: Opinion of Counsel DASNY General Counsel 515 Broadway Albany, New York 12207 Re: Community Resiliency, Economic Sustainability, and Technology Program (“CREST”) Grant Renovation and Expansion of the Firehouse Project ID: 26856 Ladies and Gentlemen: I have acted as counsel to Village of Croton-on-Hudson (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 the Grantee is duly organized and validly existing under the laws of another jurisdiction, and the Grantee is in good standing and authorized to do business in the State of New York; 2. the Grantee has full power and authority to execute and deliver the Agreement and to perform its obligations thereunder; and 3. 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. RD_1 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. /ATTORNEYSIG/ /ATTORNEYNAME/ /ATTORNEYFIRM/ RD_2 Approved – Legal Opinion attached /ATTACHOPINION/ /ATTORNEYNAMEATTACH/ /ATTORNEYFIRMATTACH/ **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. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 16 EXHIBIT C: Grantee Questionnaire PLEASE READ THE FOLLOWING: 1) You are acknowledging 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. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Grant Programs Municipal Grantee Questionnaire THIS QUESTIONNAIRE MUST BE COMPLETED IN FULL BEFORE DASNY WILL PROCESS YOUR GRANT APPLICATION. THE COMPLETED QUESTIONNAIRE WILL BE KEPT ON FILE FOR ONE (1) YEAR. THE GRANTEE MUST NOTIFY DASNY, IN WRITING OF ANY CHANGES TO THESE RESPONSES. SECTION I: GENERAL INFORMATION 1. Grantee (Legally Inc. Name): 2. Federal Employer ID No. (FEIN): 3. Website Address: 4. Business E-mail Address: 5. Principal Place of Business Address: 6. Telephone Number: 7. Type of Entity (Please select appropriate response): a) Municipality b) Other Please Specify: SECTION II: GRANTEE CERTIFICATION AS TO PUBLIC PURPOSE A. DEFINITIONS As used herein in this Grant Programs Grantee Questionnaire: 1. “Affiliate” means any person or entity that directly or indirectly controls or is controlled by or is under common control or ownership with the Grantee. 2. “Authorized officer” is someone who can contractually bind the organization to a legal contract. If you do not know who this is, please consult with your attorney. DASNY will not be able to provide you with this information. 3. “Grantee” means the party or parties receiving funds pursuant to the terms of Grant Disbursement Agreement(s) (“GDA”) to be entered into between the Grantee and DASNY. Docusign Envelope ID: 305A42A0-13A8-459B-AF6A-3B8C80FCE961 www.crotononhudson-ny.gov Village of Croton on Hudson X bhealy@crotononhudson-ny.gov 1 Van Wyck Street, Croton-on-Hudson, NY 10520 13-6007288 914-271-4848 2/27/2025 Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B 4. “Grant-Funded Project” means the work that will be fully or partially paid for with the proceeds of one or more Grants administered by DASNY, as described in the Preliminary Application(s), Project Information Sheet(s) and GDA(s), and includes, but is not limited to, capital costs including architectural, engineering and other preliminary planning costs, construction, furnishings and equipment. 5. “Related Party” means: (i) the party’s spouse,(ii) natural or adopted descendants or step-children of the party or of the spouse, (iii) any natural or adopted parent or step-parent or any natural, adopted, or step-sibling of the party or of the spouse, (iv) the son-in-law, daughter-in-law, brother-in-law, sister-in-law, father-in-law or mother-in-law of the party or of the spouse, (v) any person sharing the home of any of the party or of the spouse, (vi) any person who has been a staff member, employee, director, officer or agent of the party within two (2) years of the date of this Grantee questionnaire, and (vii) affiliates or subcontractors of the party. 6. “Sponsoring Member(s)” means the Elected State Official who sponsored, arranged for and/or procured the Grant. B. GRANT AWARD(S) 1. Has the Grantee or any of the Grantee’s Related Parties paid any third party or agent, either Yes No directly or indirectly, to aid in the securing of a Grant-Funded Project? If answer is “Yes”, Please explain: 2. As a condition of receiving a Grant, has the Grantee or any of the Grantee’s Related Parties agreed to select specific consultants, contractors, suppliers or vendors (collectively ‘vendors’) to provide goods or services in connection with any Grant- Funded Project? Yes No If answer is “Yes”, Please explain why vendor selection was a condition of receiving a Grant: Docusign Envelope ID: 305A42A0-13A8-459B-AF6A-3B8C80FCE961 X X Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B 3. Does the Grantee have a conflict of interest (COI) policy? Yes No a) If “No” Grantee does not have a COI policy, please explain why Grantee does not have a COI policy, and/or what Grantee has in lieu of COI policy. b) If “Yes” Grantee does have a COI policy or similar policy as described above, will all consultants, contractors, suppliers and Yes No vendors selected to provide goods or services in connection with any Grant-Funded Project be chosen in accordance with the Grantee’s COI policy, or if consultants, suppliers and vendors retained in connection with a Grant-Funded Project have already been selected, was the selection undertaken in accordance with the Grantee have a conflict of interest (COI) policy? If answer is “No” to 3b, Please explain: 4. Does the Sponsoring Member(s) or any Related Parties to Sponsoring Member(s) have any financial interest, direct or indirect, in the Grantee or in any of the Grantee’s equity owners, or will the Sponsoring Members or any Related Parties to Sponsoring Members receive any financial benefit, either directly or indirectly, from the Grant-Funded Project(s) funded in whole or in part with Grant proceeds? Yes No If the answer is “Yes”, please provide details: Docusign Envelope ID: 305A42A0-13A8-459B-AF6A-3B8C80FCE961 X X The Village has a Code of Ethics adopted by local law by the Village Board of Trustees. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B SECTION III: DUE DILIGENCE QUESTIONS 1. Does the Grantee currently possess all certifications, licenses, permits, approvals, or other authorizations issued by any Local, State, or Federal governmental entity in connection with any Grant-Funded Project, Grantee’s services, operations, business, or ability to conduct its activities? Please note this does not include construction related activities such as building permits and certificates of occupancy for any Grant-Funded project. If the answer is “No”, will the Grantee obtain all required certifications, licenses, permits, approvals, or other authorizations issued by Local, State, or Federal Governmental entity in connection with any Grant-Funded Project, Grantee’s services, operations, business or ability to conduct its activities prior to the execution of the Grant Disbursement Agreement for that Grant- Funded Project? If the answer is “No”, please explain: Yes Yes No No 1. Within the past five (5) years, has the Grantee or any Elected or Appointed Official on the Governing Board, Zoning Board, Planning Board, or other Municipal Board or body of the Grantee been subject to any of the following: a) A judgment or conviction for any business-related conduct constituting a crime under Federal, State or Local government law? Yes No b) Been suspended, debarred or terminated by a Local, State or Federal authority in connection with a contract or contracting process? Yes No c) Been denied an award of a Local, State or Federal government contract, had a contract suspended or had a contract terminated for non-responsibility? Yes No d) Had a Local, State, or Federal government contract suspended or terminated for cause prior to the completion of the term of the contract? Yes No e) A criminal investigation or indictment for any business-related conduct constituting a crime under Federal, State or Local government? Yes No f) An investigation for a civil violation for any business-related conduct by any Federal, State or Local agency? Yes No Docusign Envelope ID: 305A42A0-13A8-459B-AF6A-3B8C80FCE961 X X X X X X X Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B g) An unsatisfied judgment, injunction or lien for any business-related conduct obtained by any Federal, State or Local government agency including, but not limited to, judgments based on taxes owed and fines and penalties assessed by any Federal, State or Local government agency? Yes No h) A grant of immunity for any business-related conduct constituting a crime under Federal, State or Local law including, but not limited to any crime related to truthfulness and/or business conduct? Yes No i) An administrative proceeding or civil action seeking specific performance or restitution in connection with any Federal, State or Local contract or lease? Yes No j) The withdrawal, termination or suspension of any grant or other financial support by any Federal, State, or Local agency, organization or foundation? Yes No k) A suspension or revocation of any business or professional license held by the Grantee, a current or former principal, director, or officer of the Grantee, or any member of the any current or former staff of the Grantee? Yes No l) A sanction imposed as a result of judicial or administrative proceedings relative to any business or professional license? Yes No m) A Federal, State or Local government enforcement determination involving a violation of Federal, State or Local laws? Yes No n) A citation, notice, violation order, pending administrative hearing or proceeding or determination for violations of: - Unemployment insurance or workers’ compensation coverage or claim requirements Yes No - A Federal, State, or Local determination of a willful violation of any public works or labor law or regulation? Yes No For each “Yes” answer to questions 2a-n, provide details regarding the finding, including but not limited to cause, current status, resolution, etc. Docusign Envelope ID: 305A42A0-13A8-459B-AF6A-3B8C80FCE961 X X X X X X X X X Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B 3. During the past three (3) years, has the Grantee failed to file documentation requested by any regulating entity, with the Attorney General of the State of New York, or with any other Local, State, or Federal entity that has made a formal request for information? Yes No If the answer is “Yes”, indicate the years the Grantee fails to file the requested information and the current status of the matter: 4. During the past three (3) years, has the Grantee had any Governmental audits conducted that revealed material weaknesses in the Grantee’s system of internal controls or was non- compliant with contractual agreements or any material disallowance? Yes No If the answer is “Yes”, identify the taxing jurisdiction, type of tax, liability year(s) and tax liability amount the Grantee failed to pay and the current status of the liability: Docusign Envelope ID: 305A42A0-13A8-459B-AF6A-3B8C80FCE961 X X Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B CERTIFICATION The Grantee certifies that all funds that will be expended pursuant to the terms of a GDA to be entered into between DASNY and the Grantee are to be used solely and directly for the public purpose or public purposes described in the Preliminary Application, Project Information Sheet and GDA. The Grantee further certifies that all such funds will be used solely in the manner described in the Preliminary Application, Project Information Sheet, and GDA. The Grantee further certifies that it will utilize the real property, equipment, furnishings, and other capital costs paid for with Grant proceeds until such time as the Grantee reasonably determines that such real property, equipment, furnishings and other capital costs are no longer reasonably necessary or useful to further the public purpose for which the Grant was made. The undersigned recognizes that this questionnaire is submitted for the express purpose of inducing DASNY to make payment to the Grantee for services rendered by the undersigned and that DASNY may in its discretion, by means which it may choose, determine the truth and accuracy of all statements made herein. The undersigned further acknowledges that intentional submission of false or misleading information may constitute crimes, including but not limited to, a felony under Penal Law Section 210.40 or a misdemeanor under Penal Law Section 210.35 or Section 210.45, and may also be punishable by a fine of up to $10,000 or imprisonment of up to five years under 18 U.S.C. Section 1001; and swears and/or affirms under penalty of perjury that the information submitted in this questionnaire and any attached pages is true, accurate and complete. The undersigned also certifies that s/he has not altered the content of the questions in the questionnaire in any manner; has read and understands all of the items contained in the questionnaire and any attached pages; has supplied full and complete and accurate responses to each item therein; is knowledgeable about the submitting Grantee’s business and operations; understands that DASNY will rely on the information supplied in this questionnaire when entering into a contract with the Grantee; and is under duty to notify DASNY of any changes to the Grantee’s responses herein until such time as the Grant proceeds have been fully paid out to Grantee. Signature of Authorized Officer Signature of Authorized Officer Printed Name of Authorized Officer Printed Name of Authorized Officer Title of Authorized Officer Title of Authorized Officer Date Signed Date Signed Docusign Envelope ID: 305A42A0-13A8-459B-AF6A-3B8C80FCE961 Bryan Healy 2/19/2025 Village Manager Village Clerk Paula DiSanto 2/24/2025 Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 17 EXHIBIT D: Disbursement Terms Village of Croton-on-Hudson Renovation and Expansion of the Firehouse Project ID: 26856 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. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 18 EXHIBIT E: Payment Requisition Form and Dual Certification Village of Croton-on-Hudson Renovation and Expansion of the Firehouse Project ID: 26856 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 $ $100,000.00 * 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#: 157988 Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 19 EXHIBIT E: Payment Requisition Form and Dual Certification DUAL CERTIFICATION This certification must be signed by two Authorized Officers of the Village of Croton-on-Hudson, for Project #26856. 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 Village of Croton-on- Hudson, is seeking payment and/or reimbursement comply with the requirements of the Agreement between DASNY and Village of Croton-on-Hudson (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 Village of Croton-on-Hudson. 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: Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 20 EXHIBIT E-l: Payment Requisition Cover Letter ON GRANTEE’S LETTERHEAD Date Attention: Accounts Payable - Grants DASNY 515 Broadway Albany, New York 12207 Re: Community Resiliency, Economic Sustainability, and Technology Program (“CREST”) Grant Renovation and Expansion of the Firehouse Project No. 26856 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 Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 21 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. We have applied industry standard fraud protections to this account, including but not limited to, check positive pay and ACH positive pay. 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 ( ) . Please sign and return these documents to DASNY at apgrants@dasny.org. Please return them from the Grantee’s organizational email address and retain the original copies for production to DASNY if requested. By providing electronic signature(s), the Grantee’s designee will be providing validly binding legal documents, just the same as a pen-and-paper signature. Print Name: ______ _____ Title: Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 22 EXHIBIT E-2: Payment Requisition Back-up Summary Village of Croton-on-Hudson Renovation and Expansion of the Firehouse Project ID: 26856 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) Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 23 EXHIBIT F 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. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 24 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; Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Updated 3-18-2024 25 (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. Docusign Envelope ID: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Certificate Of Completion Envelope Id: 77AFACD0-BF11-43F0-81EF-42A133B18E7B Status: Sent Subject: Village of Croton-on-Hudson - DASNY Grant Disbursement Agreement - Signature Required Grantee ID: Project ID: 26856 Source Envelope: Document Pages: 32 Signatures: 0 Envelope Originator: Certificate Pages: 5 Initials: 0 Kailey Misuraca AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) 515 Broadway Albany, NY 12207 KMisurac@dasny.org IP Address: 144.121.77.34 Record Tracking Status: Original 8/14/2025 11:35:10 AM Holder: Kailey Misuraca KMisurac@dasny.org Location: DocuSign Security Appliance Status: Connected Pool: FedRamp Storage Appliance Status: Connected Pool: Dormitory Authority - State of New York Location: Docusign Signer Events Signature Timestamp Bryan Healy bhealy@crotononhudson-ny.gov Village Manager Security Level: Email, Account Authentication (None) Sent: 8/14/2025 11:36:21 AM Viewed: 8/14/2025 11:55:59 AM Electronic Record and Signature Disclosure: Accepted: 8/14/2025 11:55:59 AM ID: d0d00180-730e-4c36-bf8c-02f6c54734bf Linda Whitehead lwhitehead@mgslawyers.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/30/2025 3:15:00 PM ID: 07d67cb1-39d0-4fe2-9ab5-219f91dfc661 Kailey Misuraca KMisurac@dasny.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign DASNY Legal Reviewers Signing Group: DASNY Legal Reviewers Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign DASNY Authorized Officers Signing Group: DASNY Authorized Officers Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Accounts Payable apgrants@dasny.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Grants Staff grants@dasny.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/14/2025 11:36:21 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Dormitory Authority - State of New York (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 11/3/2021 9:13:29 AM Parties agreed to: Bryan Healy, Linda Whitehead Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Dormitory Authority - State of New York: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: dasnyinfo@dasny.org To advise Dormitory Authority - State of New York of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at dasnyinfo@dasny.org and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Dormitory Authority - State of New York To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to dasnyinfo@dasny.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Dormitory Authority - State of New York To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to dasnyinfo@dasny.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify Dormitory Authority - State of New York as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Dormitory Authority - State of New York during the course of your relationship with Dormitory Authority - State of New York.