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HomeMy WebLinkAboutOffice for the Aging - Nutrition Program RESOLUTION 2019-136 ADOPTED DOC ID: 14892 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2019-136 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JANUARY 29, 2019: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Consultant/Personal Services Contract between the Suffolk County Office for the Aging and the Town of Southold for the IIIC Nutrition Programs, for the period January 1, 2019 through December 31, 2019, with three (3) one (1) year options to renew at the County’s discretion, for congregate dining and home delivered meals for the elderly, at no cost to the Town, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED \[UNANIMOUS\] MOVER: William P. Ruland, Councilman SECONDER: Louisa P. Evans, Justice AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell County of Suffolk Steven Bellone Suffolk County Executive Office for the Aging Holly S.Rhodes-Teague Director March 5, 2019 The Honorable Scott A. Russell, Supervisor Town of Southold 53095 Main Rd., P.O. Box 1179 Southold, NY 11971 Re: Nutrition Program Dear Supervisor Russell: The fully executed Agreement referenced above is enclosed for your files. Attached is a copy of All Department Heads Memorandum 30-97 explaining budget modification requirements. Any budget modification not meeting these requirements may be delayed or rejected by the Budget Office. Also enclosed find the Notification of Rights, which must be posted as part of your compliance with Local Law No. 12-2001, the Living Wage Law. If you require any further information, please contact Ellen Frankino at 853-8262. Sincerely, Joanne Kandell Principal Accountant JK-EF-dc Enc. cc: Ellen Frankino K. McLaughin 30=97 I OFF9CE OF THE COUNTY EXECUI-UVE P e ALL—DEPARTMENT—HEADS MEMORANDUm ®� DATE: June �® o 1997 memoondurn applies 10 those departments who pay contmct agencies from the operating Budget 4770 or 4980 objects. On August 29, 1995,ADH 47-9S was issued to resolve problems Which had developed regarding the procedures and r0quaaments for modifying contract agency budgets. in early 1997', there were again problems with timeliness and the reasons for modifications for certain departments involving 1996 contracts. Departments who deal with contract agencies have a major responsibility in the processing of contract budget modifications. Therefore,the attached procedures, which take effect with all 1997 Contracts should be closely followed. Please.distribute these procedures to all of your Contract agencies. If there are any questions regarding this ADH9 please contact your department's Budget Exeter, ERIC A. KOP Chief Deputy County Executive Distribution Department Heads Attachment E . BUDGET /1 uE®u/dt40/ldd✓dE VLL9J+. a 1. Non-equipment requests for contract budget modifications must be received at the �_ Executive's Bud et®ffice no later than 4g calendar days prior to the end of the cont�cta� fiscal year. Equipment modifications must be received 90 calendar days p�®r to the en of the contract fiscal year. d 2. Under no circumstances can expenditures for which a budget modification is being requested be made RdE go the approval of the modification by the Budget®ice. I An agency will be restricted to three approved modifications per year. 4. Each lanae item re'quested to be modified must be*fully justified and must be directly related to the intent of the program 5. Any transfers to increase Balmy rates of cOntract employees,create new positions, or change the title of a position,must be submitted prior to the rate iherease berg given or the position being filled° Ire Budget Office will not approve retroactive salary increases. The Only exception applies to a retroactive labor agreement between an agency and theirunion bargaining unit(s). 6. Budget modifications cannot increase the dollar amount of the contract. PRO CED VAE- 1. Four copies of the proposed budget modification and one copy of the justification, including a letter from the agency requesting the charge,should be forwarded to the Budget Office with the department's VOCOnMendation within fifteen(15)calendar days of receipt of the request by the department - 2. The justification must include the effect of the modification on the prograin,•changes in the available reirnbumemmnt to&COUWYB if any,the additional dollar amount which will be paid to the agency, and the dollar amount of reimbursement to the County, of the modification is approved. 3. If the contract is funded under a Federal or State gait, or State reiniburselnent,the Department Head must hdvise in the RW memo wether State or Federal approval for the modification is required and whether the attached documentation showingthe change has been approved by the funding agency. 4. tae budget modification format must indicate the line item,rhe current budget amoun% the amount spent year to date, the new amount of the line item and the dollar amount of` the change. NOTIFICATION OF RIGHT'S UNDER THE LIVING WAGE LAW According to the provisions of Local Law 412-2001 (the Living Wage law) enacted by Suffolk County in July of 2001, a living wage rate was established. The Living Wage shall be adjusted each year in proportion to the increase of the area Consumer Price Index. Effective January 1, 2016, the Living Wage will increase to $11.93 per hour with health benefits and $13.58 per hour without health benefits for covered employees of an agency receiving financial compensation through the County. The law also mandates that full time workers receive at least 12 compensated days off per year through any combination of sick, vacation or personal leave and includes paid holidays provided by the employer. The Suffolk County Department of Labor has been designated as the agency to administer this law and to this end has established a Living Wage Unit. Further information concerning the parameters of the Living Wage law may be obtained by contacting this Unit (631-853-3808) or accessing the Suffolk County web page at www.co.suffolk.ny.us/labor and following the link to the Living Wage section. All inquiries will remain confidential. Rev. 1/8/2019; Law No.22-AG-020A IFMS No. 19000009018 Nutrition Program for the Elderly 001-6790/6797/4774/6777-4980,6776-3330-95230 First Amendment of Contract This is the First Amendment("First Amendment")of Contract(Law No. 22-AG-020) ("the Contract") last dated June 25, 2018 between the County of Suffolk("the County"), a municipal corporation of the State of New York, acting through its duly constituted Office for the Aging("the Department"), located at the H.Lee Dennison Building, 100 Veterans Memorial Highway,P.O.Box 6100,Hauppauge,New York 11788-0099; and Town of Southold ("the Contractor"), a New York municipal corporation,having an address at 53095 Main Road,P.O.Box 1179, Southold,New York 11971. The parties hereto desire to amend the Contract to extend the term of the Contract through December 31,2019. Term of the Contract:January 1,2019 through December 31, 2019, with three(3)one(1)year options to renew at the County's discretion for the period January 1, 2020 through December 31, 2020 (option 2); for the period January 1, 2021 through December 31, 2021 (option 3);and for the period January 1, 2022 through December 31,2022 (option 4),respectively. Total Cost of the Contract: Shall be paid as set forth in Articles V-A and VI-A of this First Amendment. If the County elects to extend the Contract for the option periods,the amount of funding is subject to appropriation. Terms and Conditions: Shall be as set forth in the Contract and this First Amendment of Contract. In Witness Whereof,the parties hereto have executed the Contra t of the latest date written below. Town of Southold County o ffolk By: lwofve� By: Scott A7 Russell Dennis M. Cohen Town Supervisor Chief Deputy County Executive Fed. Taxpayer lD# 11-6001939 Date 3111 B Date a (q (�j Approved: lrid"_ 4• �t15�S�+r//,hereby certifies under Departmen penalties of per'ury that I am an officer of By: ( �, 2,111 Ili_ 77V .cry-2e .o` that I have read and I am inda Halliday Date familiar with§A,5,8 o icle f the Suffolk County Code,and Senior Citizen Program Administrator H tharp 1J n Q r ftmeets all requiremgpo to qualify for exemption thereunder. Recomm ed: Date z By: ` Signature --�� / Michelle Belsky Date Approved as to Form: Food Service Supervisor Dennis M.Brown, Suffolk County Attorney By: _ Nir purain /11, Assistant Co un aA7,, y 0054019 Date 7 Z i 1 of 25 pages Rev. 1/8/2019; Law No.22-AG020A IFMS No. 19000009018 Nutrition Program for the Elderly 001-6790/6797/4774/6777-4980, 6776-3330-95230 List of Articles and Exhibits Article I-A Amendment Terms Article II-A Definitions Article III-A General Terms and Conditions Article IV-A Suffolk County Legislative Requirements Article V-A General Fiscal Terms and Conditions Article VI-A Amended Budget Rate Page Exhibit IA Subrecipient Contract Documentation 2 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly Article I-A Amendment Terms Whereas,pursuant to the Contractor's response to a Request for Proposals ("RFP"), the Department executed a Contract with the Contractor for a Nutrition Program for the Elderly("the Services"), with an initial term of January 1, 2018 through December 31, 2018,with four(4)one(1)year options to renew at the County's option; and Whereas,the parties desire to enter into this First Amendment of Contract to extend the term of the Contract for the period of January 1,2019 through December 31, 2019; Now therefore,in consideration of the mutual provisions and covenants hereafter set forth,the parties hereto agree as follows: 1. Conflicting Provisions In the event of any conflict between this Article I-A and any other provision to this Contract, such other provision shall prevail unless it is expressly stated that this Article I-A shall prevail. 2. Term of Contract The amended Term of the Contract shall be as set forth on the cover page of this First Amendment. 3. Payment of Services The payment for services rendered is subject to the financial terms and conditions of Articles V-A and VI-A of the First Amendment. I 4. The Contractor agrees to the following amended provisions in compliance with current County requirements: Effective immediately,Article II,Article III,Article IV, Article V, and Article VI of the Contract are deleted in their entirety and replaced with Article II-A,Article III-A,Article IV-A, Article V-A and Article VI-A entitled"Definitions,""County Terms and Conditions,""Suffolk County Legislative Requirements," "General Fiscal Terms and Conditions," and"Amended Budget Rate Page"respectively, which are attached hereto and made part of this First Amendment of the Contract. 5. Contract Continues,As Amended Except as herein amended, allrother representations,terms, and conditions of the Contract,are hereby ratified and confirmed to be in full force and effect. End of Text for Article I-A Article II-A Definitions 3 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly 1. Meanings of Terms e. the Contractor's bankruptcy or insolvency;or As used herein: f. the Contractor's failure to cooperate in an Audit of Financial Statements;or "Audit of Financial Statements"means the examination by the Comptroller and any Federal or State auditing authority of g• the Contractor's falsification of records or reports, the financial statements of the Contractor resulting in the misuse of funds,or malfeasance or nonfeasance in publication of an independent opinion on whether or not those financial record keeping arising out of, or in financial statements are relevant,accurate,complete,and fairly connection with,any contract with the County;or presented. h. the Contractor's failure to submit, or failure to "Budget"means the Contractor's summary or plan of all timely submit,documentation to obtain Federal or intended revenue,whether received in the form of fees,grants,County State funds;or funding,or any other source,and expenditures necessary to render the Services. i. the inability of the County or the Contractor to obtain Federal or State funds due to any act or "Budget Deficiency Plan" means an analysis of the cost of the omission of the Contractor;or Services,changes in fiscal conditions,and required modifications to the Contract to continue to render the Services. j. any condition that the County determines, in its sole discretion,is dangerous. "Comptroller"means the Comptroller of the County of Suffolk. k. the failure to comply with Local Law 41-2013 and "Contract"means all terms and conditions of this Contract forming all related contractual requirements. rights and obligations of the Contractor and the County. "Federal"means the United States government, its departments,and "Contractor"means the signatory corporation, its officers, officials, agencies; employees, agents, servants, sub-contractors, volunteers, and any successor or assign of any one or more of the foregoing performing the "Fringe Benefits"means non-wage benefits which accompany,or are Services. in addition to, a person's salary, such as paid insurance, sick leave, profit-sharing plans,paid holidays,and vacations. "County"means the County of Suffolk,its departments,and agencies. "Fund Source" means any direct or indirect sum payable to the "County Attorney" means the County Attorney of the County of Contractor by the County pursuant to any lawful obligation. Suffolk. "Legislature"means the Legislature of the County of Suffolk. "Department"means the signatory department approving the Contract. "Management Letter" means a letter certified as true by the "Engineering Services" means the definition of the practice of Contractor's certified public accountant or chief financial officer of engineering and the definition of practice of land surveying,as the case findings and recommendations for improvements in internal fiscal may be,under Section 7201 and Section 7203 of the State Education control that were identified during an Audit of Financial Statements,but Law,respectively. which were not required to be included in an audit report. "Event of Default"means "Municipal Corporation"means a town,village,or school district. a. the Contractor's failure to perform any duty "Services"means all that which the Contractor must do,and any part required of it under paragraphs 1(b)-(e)of Article thereof arising out of,or in connection with,the Contract as described III of the Contract;or in Article I"Description of Services." b. the Contractor's failure to maintain the amount and "State"means the State of New York. types of insurance with an authorized insurer as required by the Contract;or "Statement of Other Contracts" means a complete list of all other contracts under which money has been or will be paid to the Contractor C. the Contractor's failure to maintain insurance from the County, Federal, or State governments, or a Municipal required by the Contract with an insurer that has Corporation, and (i) which are currently in effect or(ii)which have designated the New York Superintendent of expired within the past twelve(12)months and have not been renewed. Insurance as its lawful agent for service of process; or "Suffolk County Payment Voucher"means the document authorized d. the Contractor's failure to comply with any and required by the Comptroller for release of payment. Federal,State or local law,rule,or regulation,and County policies or directives;or "Term"means the time period set forth on page one of the Contract and,if exercised by the County,the option period. 4 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly 2. Elements of Interpretation Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa. Words importing persons shall include firms, associations, partnerships(including limited partnerships),trusts,corporations,and other legal entities,including public bodies,as well as natural persons, and shall include successors and assigns. Capitalized terms used,but not otherwise defined,herein,shall have the meanings assigned to them in the Contract. End of Text for Article II-A 5 of 25 pages 1 Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly Article III-A termination of the license does not affect the General Terms and Conditions Contractor's ability to render the Services, every other term and provision of the Contract shall be 1. Contractor Responsibilities valid and enforceable to the fullest extent permitted by law. a. Duties and Obligations d. Documentation of Professional Standards i.) It shall be the duty of the Contractor to discharge, or cause to be discharged, all of its The Contractor shall maintain on file, in one location in responsibilities,and to administer funds received in Suffolk County, all records that demonstrate that it has the interest of the County in accordance with the complied with sub-paragraphs(b)and(c)above. The address provisions of the Contract. of the location of the aforesaid records and documents shall be provided to the County no later than the date of execution ii.) The Contractor shall promptly take all of the Contract. Such documentation shall be kept, action as may be necessary to render the Services. maintained,and available for inspection by the County upon twenty-four(24)hours notice. iii.) The Contractor shall not take any action that is inconsistent with the provisions of the e. Credentialing Contract. i.) In the event that the Department,or any iv.) Services provided under this Contract division thereof,maintains a credentialing process shall be open to all residents of the County, to qualify the Contractor to render the Services,the Contractor shall complete the required b. Qualifications, Licenses, and Professional credentialing process. In the event that any State Standards credential, registration, certification or license, Drug Enforcement Agency registration, or The Contractor represents and warrants that it has,and shall Medicare or Medicaid certification is restricted, continuously possess,during the Term,the required licensing, suspended,or temporarily or permanently revoked, education,knowledge,experience,and character necessary to it is the duty of the Contractor to contact the qualify it to render the Services. Department,or division thereof,as the case may be, in writing, no later than three(3)days after such The Contractor shall continuously have during the Term all restriction,suspension,or revocation. required authorizations, certificates, , certifications, registrations,licenses,permits,and other approvals required ii.) The Contractor shall forward to the by Federal, State,County,or local authorities necessary to Department,or division thereof,as the case may be, qualify it to render the Services. on or before July 1 of each year during the Term,a complete list of the names and addresses of all C. Notifications persons providing the Services, as well as their respective areas of certification, credentialing, i.) The Contractor shall immediately notify registration,and licensing. the County, in writing, of any disciplinary proceedings, commenced or pending, with any f. Engineering Certificate authority relating to a license held by any person necessary to qualify him,her,or the Contractor to In the event that the Contract requires any Engineering perform the Services. Services,the Contractor shall submit to the County,no later than the due date for submission for approval of any ii.) In the event that a person is no longer engineering work product,the Certificate of Authorization licensed to perform the Services, the Contractor ("Certificate"), issued pursuant to §7210 of the New York must immediately notify the County, but in no Education Law,of every person performing any Engineering event shall such notification be later than five(5) Services. The failure to file, submit, or maintain the days after a license holder has lost the license Certificate shall be grounds for rejection of any engineering required to qualify the license holder or the work product submitted for approval. Contractor to perform the Services. 2. Termination iii.) In the event that the Contractor is not able to perform the Services due to a loss of a. Thirty Days Termination license,the Contractor shall not be reimbursed for the Services rendered after the effective date of The County shall have the right to terminate the Contract termination of such license. Without limiting the without cause,for any reason,at any time,upon such terms generality of the foregoing, if any part of the and conditions it deems appropriate,provided,however,that Contract remains to be performed, and the no such termination shall be effective unless the Contractor is given at least thirty(30)days'notice. 6 of 25 pages S I Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 j Nutrition Program for the Elderly indemnify,and hold harmless the County,its agents,servants, b. Event of Default;Termination on Notice officials,and employees from and against all liabilities,fines, penalties, actions, damages, claims, demands, judgments, i.) The County may immediately terminate losses,suits or actions,costs,and expenses arising out of any the Contract, for cause, upon such terms and claim asserted for infringement of copyright, including conditions it deems appropriate, in the Event of reimbursement of the cost of reasonable attorneys' fees Default. incurred by the County, its agents, servants, officials, and employees in any action or proceeding arising out of or in ii.) If the Contractor defaults under any other connection with any claim asserted for infringement of provision of the Contract, the County may copyright. terminate the Contract, on not less than five (5) days' notice, upon such terms and conditions it C. The Contractor shall defend the County,its agents, deems appropriate. servants, officials, and employees in any proceeding or action, including appeals, arising out of, or in connection C. Termination Notice with, the Contract, and any copyright infringement proceeding or action.Alternatively,at the County's option, Any notice providing for termination shall be delivered as the County may defend any such proceeding or action and provided for in paragraph 27 of this Article III. require the Contractor to pay reasonable attorneys' fees or salary costs of County employees of the Department of Law d. Duties upon Termination for the defense of any such suit. i.) The Contractor shall discontinue the 4. Insurance Services as directed in the termination notice. a. The Contractor shall continuously maintain,during ii.) Subject to any defenses available to it, the Term of the Contract,insurance in amounts and types as the County shall pay the Contractor for the follows: " Services rendered through the date of termination. iii.) The County is released from any and all i.) Commercial General Liability insurance, liability under the Contract,effective as of the date including contractual liability coverage, in an of the termination notice. amount not less than Two Million Dollars ($2,000,000.00) per occurrence for bodily injury iv.) Upon termination, the Contractor shall and Two Million Dollars ($2,000,000.00) per reimburse the County the balance of any funds occurrence for property damage. The County shall advanced to the Contractor by the County no later be named an additional insured. than thirty (30) days after termination of the Contract. The provisions of this subparagraph shall ii.) Automobile Liability insurance (if any survive the expiration or termination of the non-owned or owned vehicles are used by the Contract. Contractor in the performance of the Contract)in an amount not less than Five Hundred Thousand V.) Nothing contained in this paragraph shall Dollars($500,000.00)per person,per accident,for be construed as a limitation on the County's rights bodily injury and not less than One Hundred set forth in paragraphs 1(c) (iii) and 8 of this Thousand Dollars ($100,000.00) for property Article III. damage per occurrence.The County shall be named an additional insured. 3. Indemnification and Defense iii.) Workers'Compensation and Employer's a. The Contractor shall protect,indemnify,and hold Liability insurance in compliance with all harmless the County, its agents, servants, officials, and applicable New York State laws and regulations employees from and against all liabilities, fines, penalties, and Disability Benefits insurance, if required by actions,damages,claims,demands,judgments,losses,suits law. The Contractor shall furnish to the County, or actions,costs,and expenses caused by the negligence or prior to its execution of the Contract, the any acts or omissions of the Contractor, including documentation required by the State of New York reimbursement of the cost of reasonable attorneys' fees Workers' Compensation Board of coverage or incurred by the County, its agents, servants, officials, and exemption from coverage pursuant to§§57 and 220 employees in any action or proceeding arising out of,or in ofthe Workers'Compensation Law. In accordance connection with,the Contract. with General Municipal Law §108, the Contract shall be void and of no effect unless the Contractor b. The Contractor hereby represents and warrants that shall provide and maintain coverage during the it will not infringe upon any copyright in performing the Term for the benefit of such employees as are Services. The Contractor agrees that it shall protect, required to be covered by the provisions of the 7 of 25 pages r , Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly Workers'Compensation Law. It is expressly agreed that if any term or provision of this Contract, or the application thereof to any person or iv.) Professional Liability insurance in an circumstance, shall be held invalid or unenforceable to any amount not less than Two Million Dollars extent, the remainder of the Contract, or the application of ($2,000,000.00) on either a per-occurrence or such term or provision to persons or circumstances other than claims-made coverage basis. those as to which it is held invalid or unenforceable,shall not be affected thereby,and every other term and provision of the b. The County may mandate an increase in the liability Contract shall be valid and shall be enforced to the fullest limits set forth in the immediately preceding paragraphs extent permitted by law. (4)(a)(i),(ii),and(iv). 7. Merger;No Oral Changes C. All policies providing such coverage shall be issued j by insurance companies authorized to do business in New It is expressly agreed that the Contract represents the entire York with an A.M.Best rating of A-or better. agreement of the parties and that all previous understandings are herein merged in the Contract. No modification of the d. The Contractor shall furnish to the County,prior to Contract shall be valid unless in written form and executed by the execution of the Contract, declaration pages for each both parties. policy of insurance, other than a policy for commercial general liability insurance, and upon demand, a true and 8. Set-Off Rights certified original copy of each such policy evidencing compliance with the aforesaid insurance requirements. The County shall have all of its common law,equitable,and statutory rights of set-off. These rights shall include,but not e. In the case of commercial general liability insurance be limited to,the County's option to withhold from a Fund the Contractor shall furnish to the County, prior to the Source an amount no greater than any sum due and owing to execution of the Contract, a declaration page or insuring the County for any reason. The County shall exercise its set- agreement and endorsement page evidencing the County's off rights subject to approval by the County Attorney. In status as an additional insured on said policy, and upon cases of set-off pursuant to a Comptroller's audit,the County demand, a true and certified original copy of such policy shall only exercise such right after the finalization thereof, evidencing compliance with the aforesaid insurance and only after consultation with the County Attorney. requirements. 9. Non-Discrimination in Services f. All evidence of insurance shall provide for the County to be notified in writing thirty(30)days prior to any a. The Contractor shall not, on the grounds of race, cancellation,nonrenewal,or material change in the policy to creed, color, national origin, sex, age, disability, sexual which such evidence relates. It shall be the duty of the orientation,military status,or marital status Contractor to notify the County immediately of any cancellation,nonrenewal,or material change in any insurance i.) deny any individual the Services policy. provided pursuant to the Contract;or ii.) provide the Services to an individual that g. In the event the Contractor shall fail to provide is different, or provided in a different evidence of insurance,the County may provide the insurance manner, from those provided to others required in such manner as the County deems appropriate and pursuant to the Contract;or deduct the cost thereof from a Fund Source. iii.) subject an individual to segregation or separate treatment in any matter related h. If the Contractor is a Municipal Corporation and to the individual's receipt of the Services has a self-insurance program under which it acts as a self- provided pursuant to the Contract;or insurer for any of such required coverage,the Contractor shall iv.) restrict an individual in any way from provide proof, acceptable to the County, of self-funded any advantage or privilege enjoyed by coverage. others receiving the Services provided pursuant to the Contract;or 5. Independent Contractor treat an individual differently from others in determining whether or not the The Contractor is not, and shall never be, considered an individual satisfies any eligibility or employee of the County for any purpose. Notwithstanding other requirements or conditions which anything contained in this Contract,the Contract shall not be individuals must meet in order to receive construed as creating a principal-agent relationship between the Services provided pursuant to the the County and the Contractor or the Contractor and the Contract. County,as the case maybe. b. The Contractor shall not utilize criteria or methods 6. Severability of administration which have the effect of subjecting individuals to discrimination because of their race, creed, 8 of 25 pages , Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly color,national origin,sex,age,disability,sexual orientation, employees or designated representatives arising out of,or in military status, or marital status, or have the effect of connection with,the Contract. { substantially impairing the Contract with respect to individuals of a particular race,creed,color,national origin, 15. Confidentiality sex, age, disability, sexual orientation, military status, or marital status,in determining: Any document of the County,or any document created by the Contractor and used in rendering the Services,shall remain i.) the Services to be provided;or the property of the County and shall be kept confidential in accordance with applicable laws,rules,and regulations. ii.) the class of individuals to whom,or the situations in which,the Services will be 16. Assignment and Subcontracting provided;or a. The Contractor shall not delegate its duties under iii.) the class of individuals to be afforded an the Contract,or assign,transfer,convey,subcontract,sublet, opportunity to receive the Services. or otherwise dispose of the Contract,or any of its right,title or interest therein, or its power to execute the Contract, or 10. Nonsectarian Declaration assign all or any portion of the moneys that may be due or become due hereunder, (collectively referred to in this The Services performed under the Contract are secular in paragraph 16 as"Assignment"),to any other person,entity or nature. No funds received pursuant to the Contract shall be thing without the prior written consent of the County,and any used for sectarian purposes or to further the advancement of attempt to do any of the foregoing without such consent shall any religion. The Services will be available to all eligible be void ab initio. individuals regardless of religious belief or affiliation. b. Such Assignment shall be subject to all of the 11. Governing Law provisions of the Contract and to any other condition the County requires. No approval of any Assignment shall be The Contract shall be governed by, and construed in construed as enlarging any obligation ofthe County under the accordance with,the laws of the State of New York,without terms and provisions of the Contract. No Assignment of the regard to conflict of laws.Venue shall be designated in the Contract or assumption by any person of any duty of the Supreme Court, Suffolk County,the United States District Contractor under the Contract shall provide for,or otherwise Court for the Eastern District of New York,or,if appropriate, be construed as,releasing the Contractor from any term or i a court of inferior jurisdiction in Suffolk County. provision of the Contract. 12. No Waiver 17. Changes to Contractor It shall not be construed that any failure or forbearance of the a. The Contractor may,from time to time,only with County to enforce any provision of the Contract in any the County's written consent,enter into a Permitted Transfer. particular instance or instances is a waiver of that provision. For purposes of the Contract,a Permitted Transfer means: Such provision shall otherwise remain in full force and effect, notwithstanding any such failure or forbearance. i.) if the Contractor is a partnership, the withdrawal or change, whether 13. Conflicts of Interest voluntary,involuntary or by operation of law, of the partners, or transfer of The Contractor shall not,during the Term,pursue a course of partnership interests (other than the conduct which would cause a reasonable person to believe purchase of partnership interests by that he or she is likely to be engaged in acts that create a existing partners,by the partnership itself substantial conflict between its obligations under the Contract or the immediate family members by and its private interests. The Contractor is charged with the reason of gift, sale or devise), or the duty to disclose to the County the existence of any such dissolution of the partnership without adverse interests, whether existing or potential. This duty immediate reconstitution thereof,and shall continue as long as the Term.The determination as to whether or when a conflict may potentially exist shall ii.) if the Contractor is a closely held ultimately be made by the County Attorney after full corporation (i.e. whose stock is not disclosure is obtained. publicly held and not traded through an exchange or over the counter): 14. Cooperation on Claims 1. the dissolution, merger, The Contractor and the County shall render diligently to each consolidation or other other, without compensation, any and all cooperation that reorganization of the may be required to defend the other party,its employees and Contractor;and designated representatives, against any claim, demand or action that may be brought against the other party, its 9 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 ! CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly 2. the sale or other transfer of twenty percent(20%)or more i.) the terms and conditions of the Contract of the shares of the Contractor shall in no way be deemed to have been (other than to existing waived or modified;and shareholders, the corporation itself or the immediate family ii.) such consent shall not be deemed members of shareholders by consent to any further transfers. reason of gift,sale or devise). 18. No Intended Third Party Beneficiaries b. If the Contractor is a not-for-profit corporation,a change of twenty percent (20%) or more of its shares or The Contract is entered into solely for the benefit of the members shall be deemed a Permitted Transfer. County and the Contractor. No third party shall be deemed a beneficiary of the Contract and no third party shall have the C. The Contractor shall notify the County in writing, right to make any claim or assert any right under the Contract. which notice(the"Transfer Notice")shall include: 19. Certification as to Relationships i.) the proposed effective date of the Permitted Transfer, which shall not be The Contractor certifies under penalties of perjury that,other a less than thirty(30)days nor more than than through the funds provided in the Contract and other one hundred eighty(180)days after the valid agreements with the County,there is no known spouse, date of delivery of the Transfer Notice; life partner, business, commercial, economic, or financial relationship with the County or its elected officials. The a summary of the material terms of the Contractor also certifies that there is no relationship within proposed Permitted Transfer; the third degree of consanguinity, between the Contractor, any of its partners, members, directors, or shareholders iii.) the name and address of the proposed owning five(50/6)percent or more of the Contractor,and the transferee; County. The foregoing certification shall not apply to a contractor that is a municipal corporation or a government iv.) such information reasonably required by entity. the County, which will enable the County to determine the financial 20. Publications responsibility,character,and reputation of the proposed transferee,nature of the Any book,article,report,or other publication related to the proposed assignee/transferee's business Services provided pursuant to this Contract shall contain the and experience; following statement in clear and legible print: V.) all executed forms required pursuant to "This publication is fully or partially funded Article IV of the Contract, that are by the County of Suffolk." required to be submitted by the Contractor;and 21. Copyrights and Patents vi.) such other information as the County a. Copyrights may reasonably require. Any and all materials generated by or on behalf of the d. The County agrees that any request for its consent Contractor while performing the Services(including,without to a Permitted Transfer shall be granted, provided that the limitation,designs,images,video,reports,analyses,manuals, transfer does not violate any provision of the Contract,and films,tests,tutorials,and any other work product of any kind) the transferee has not been convicted of a criminal offense as and all intellectual property rights relating thereto ("Work described under,Article II of Chapter 189 of the Suffolk Product")are and shall be the sole property of the County. County Code. The County shall grant or deny its consent to The Contractor hereby assigns to the County its entire right, any request of a Permitted Transfer within twenty(20)days title and interest,if any,to all Work Product,and agrees to do after delivery to the County of the Transfer Notice, in all acts and execute all documents,and to use its best efforts accordance with the provisions of Paragraph 27 of Article III to ensure that its employees, consultants, subcontractors, of the Contract. If the County shall not give written notice to vendors and agents do all acts and execute any documents, the Contractor denying its consent to such Permitted Transfer necessary to vest ownership in the County of any and all (and setting forth the basis for such denial in reasonable Work Product. The Contractor may not secure copyright detail)within such twenty(20)-day period,then the County protection. The County reserves to itself,and the Contractor shall be deemed to have granted its consent to such Permitted hereby gives to the County, and to any other person Transfer. designated by the County, consent to produce, reproduce, publish,translate,display or otherwise use the Work Product. e. Notwithstanding the County's consent, This paragraph shall survive any completion,expiration or termination of this Contract. 10 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly The County shall be deemed to be the author of all the Work 24. Certification Regarding Lobbying Product. The Contractor acknowledges that all Work Product shall constitute "work made for hire" under the U.S. Together with this Contract and as a condition precedent to copyright laws. To the extent that any Work Product does not its execution by the County, the Contractor shall have constitute a "work made for hire," the Contractor hereby executed and delivered to the County the Certification assigns to the County all right,title and interest,including the Regarding Lobbying (if payment under this Contract may right, title and interest to reproduce, edit, adapt,modify or exceed $100,000) as required by Federal regulations, and otherwise use the Work Product, that the Contractor may shall promptly advise the County of any material change in have or may hereafter acquire in the Work Product,including any of the information reported on such Certification, and all intellectual property rights therein, in any manner or shall otherwise comply with, and shall assist the County in medium throughout the world in perpetuity without complying with, said regulations as now in effect or as compensation. This includes,but is not limited to,the right amended during the term of this Contract. to reproduce and distribute the Work Product in electronic or optical media,or in CD-ROM,on-line or similar format. 25. Record Retention b. Patents The Contractor shall retain all accounts,books,records,and other documents relevant to the Contract for seven(7)years If the Contractor develops, invents, designs or creates any after final payment is made by the County. Federal, State, idea, concept, code, processes or other work or materials and/or County auditors and any persons duly authorized by during the Term, or as a result of any Services performed the County shall have full access and the right to examine any under the Contract("patent eligible subject matter"),it shall of said materials during said period. Such access is granted be the sole property of the County. The Contractor hereby notwithstanding any exemption from disclosure that may be assigns to the County its entire right,title and interest,if any, claimed for those records which are subject to nondisclosure to all patent eligible subject matter,and agrees to do all acts agreements, trade secrets and commercial information or and execute all documents, and to use its best efforts to financial information that is privileged or confidential ensure that its employees, consultants, subcontractors, Without limiting the generality of the foregoing, records vendors and agents do all acts and execute any documents, directly related to contract expenditures shall be kept for a necessary to vest ownership in the County of any and all period of ten(10)years because the statute of limitations for patent eligible subject matter. The Contractor may not apply the New York False Claims Act(New York False Claims Act for or secure for itself patent protection. The County reserves § 192)is ten(10)years. to itself,and the Contractor hereby gives to the County,and to any other person designated by the County, consent to 26. Contract Agency Performance Measures and Reporting produce or otherwise use any item so discovered and/or the Requirements—Local Law No.41-2013 right to secure a patent for the discovery or invention. This paragraph shall survive any completion, expiration or a. If payment under this Contract may exceed termination of this Contract. $50,000,it is subject to the requirements of Suffolk County Local Law No. 41-2013, a Local Law to Implement 22. Arrears to County Performance Measurement to Increase Accountability and Enhance Service Delivery by Contract Agencies(Article VIII Contractor warrants that, except as may otherwise be of Chapter 189 of the Suffolk County Code)as set forth in authorized by agreement, it is not in arrears to the County Article IV entitled "Suffolk County Legislative upon any debt,contract,or any other lawful obligation,and is Requirements." not in default to the County as surety. b. The Contractor shall cooperate with the Department in all aspects necessary to help carry out the requirements of the Law.Based on criteria established by the Contractor in conjunction with the Department,the Contractor shall submit 23. Lawful Hiring of Employees Law in Connection with monthly reports regarding the Contractor's performance Contracts for Construction or Future Construction relative to the established criteria, on dates and times as specified by the Department,as more fully set forth in Article In the event that the Contract is subject to the Lawful Hiring I and Article IV of this Contract. of Employees Law of the County of Suffolk,Suffolk County Code Article II of Chapter 353,as more fully set forth in the C. The Contractor shall submit an annual report to the Article entitled"Suffolk County Legislative Requirements," Department regarding the Contractor's performance no later the Contractor shall maintain the documentation mandated to than July 31 of each year of the Term.All performance data be kept by this law on the construction site at all times. and reports will be subject to audit by the Comptroller. Employee sign-in sheets and register/log books shall be kept on the construction site at all times and all covered 27. Notice employees, as defined in the law, shall be required to sign such sign-in sheets/register/log books to indicate their Unless otherwise expressly provided,all notices shall be in presence on the construction site during such working hours. writing and shall be deemed sufficiently given if sent by 11 of 25 pages i Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly regular first class mail and certified mail, or personally delivered during business hours as follows: 1.) to the Contractor at the address on page 1 of the Contract and 2.)to j the County at the Department,or as to either of the foregoing, to such other address as the addressee shall have indicated by prior written notice to the addressor. All notices received by the Contractor relating to a legal claim shall be immediately sent to the Department and also to the County Attorney at H. Lee Dennison Building, 100 Veterans Memorial Highway, P.O.Box 6100,(Sixth Floor),Hauppauge,New York,11788- 0099. End of Text for Article III-A 12 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly i SUBJECT TO AUDIT." Article IV-A Suffolk County Legislative Requirements 3. Use of County Resources to Interfere with Collective Bargaining Activities NOTE: THE CONTRACTOR'S COMPLETED LEGISLATIVE REQUIREMENTS FORMS REFERENCED HEREIN ARE It shall be the duty of the Contractor to read,become familiar I AVAILABLE ON FILE AT THE DEPARTMENT NAMED ON with, and comply with the requirements of Article, I of THE SIGNATURE PAGE OF THIS CONTRACT. Chapter 803 of the Suffolk County Code. { County Contractors (as defined by section 803-2) shall 1. Contractor's/Vendor's Public Disclosure Statement comply with all requirements of Chapter 803 of the Suffolk i County Code,including the following prohibitions: It shall be the duty of the Contractor to read,become familiar with, and comply with the requirements of section A5-8 of a. The Contractor shall not use County funds to assist, Article V of the Suffolk County Code. promote,or deter union organizing. Unless certified by an officer of the Contractor as being b. No County funds shall be used to reimburse the exempt from the requirements of section A5-8 of Article V of Contractor for any costs incurred to assist,promote, the Suffolk County Code, the Contractor represents and or deter union organizing. warrants that it has filed with the Comptroller the verified public disclosure statement required by Suffolk County C. No employer shall use County property to hold a Administrative Code Article V,section A5-8 and shall file an meeting with employees or supervisors if the update of such statement with the Comptroller on or before purpose of such meeting is to assist, promote, or the 31st day of January in each year of the Contract's deter union organizing. duration. The Contractor acknowledges that such filing is a material,contractual and statutory duty and that the failure to If the Services are performed on County property, the file such statement shall constitute a material breach of the Contractor must adopt a reasonable access agreement, a Contract, for which the County shall be entitled, upon a neutrality agreement, fair communication agreement, non- determination that such breach has occurred,to damages,in intimidation agreement, and a majority authorization card addition to all other legal remedies,of fifteen percent(15%) agreement. of the amount of the Contract. If the Services are for the provision of human services and are Required Form: not to be performed on County property,the Contractor must Suffolk County Form SCEX 22; entitled adopt,at the least,a neutrality agreement. "Contractor'sNendor's Public Disclosure Statement" Under the provisions of Chapter 803,the County shall have 2. Living Wage Law the authority,under appropriate circumstances,to terminate the Contract and to seek other remedies as set forth therein, It shall be the duty of the Contractor to read,become familiar for violations of this Law. with, and comply with the requirements of Chapter 575,of the Suffolk County Code. Required Form: Suffolk County Labor Law Form DOL-LO1;entitled Suffolk County Department of Labor—Labor Mediation Unit Union This Contract is subject to the Living Wage Law of the Organizing Certification/Declaration-Subject to Audit" County of Suffolk. The law requires that, unless specific exemptions apply, all employers(as defined)under service contracts and recipients of County financial assistance, (as 4. Lawful Hiring of Employees Law defined) shall provide payment of a minimum wage to employees as set forth in the Living Wage Law. Such rate It shall be the duty of the Contractor to read,become familiar shall be adjusted annually pursuant to the terms of the Suffolk with, and comply with the requirements of Article II of County Living Wage Law of the County of Suffolk.Under Chapter 353 of the Suffolk County Code. the provisions of the Living Wage Law,the County shall have the authority,under appropriate circumstances,to terminate This Contract is subject to the Lawful Hiring of Employees the Contract and to seek other remedies as set forth therein, Law of the County of Suffolk. It provides that all covered for violations of this Law. employers,(as defined),and the owners thereof,as the case may be,that are recipients of compensation from the County Required Forms: through any grant, loan, subsidy, funding, appropriation, payment, tax incentive, contract, subcontract, license Suffolk County Living Wage Form DOL-LWl/38(Revised agreement,lease or other financial compensation agreement 8/2017)entitled"SUFFOLK COUNTY DEPARTMENT OF issued by the County or an awarding agency, where such LABOR,LICENSING&CONSUMER AFFAIRS—NOTICE compensation is one hundred percent(100%)funded by the OF APPLICATION FOR COUNTY COMPENSATION- County, shall submit a completed sworn affidavit (under LIVING WAGE CERTIFICATION/DECLARATION- penalty of perjury),the form of which is attached,certifying 13 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly that they have complied,in good faith,with the requirements RESPECT TO LAWFUL HIRING OF EMPLOYEES, of Title 8 of the United States Code Section 1324a with Suffolk County Code,Chapter 353(2006)'DOL-LHE 1/2 respect to the hiring of covered employees(as defined)and (REVISED 8/2017). with respect to the alien and nationality status of the owners thereof. The affidavit shall be executed by an authorized 5. Gratuities representative of the covered employer or owner,as the case may be;shall be part of any executed contract,subcontract, It shall be the duty of the Contractor to read,become familiar license agreement, lease or other financial compensation with,and comply with the requirements of Chapter 664 ofthe agreement with the County; and shall be made available to Suffolk County Code. the public upon request. The Contractor represents and warrants that it has not offered All contractors and subcontractors(as defined) of covered or given any gratuity to any official,employee or agent of the employers,and the owners thereof,as the case may be,that County or the State or of any political party,with the purpose are assigned to perform work in connection with a County or intent of securing an agreement or,securing favorable contract, subcontract, license agreement, lease or other treatment with respect to the awarding or amending of an financial compensation agreement issued by the County or agreement or the making of any determinations with respect awarding agency,where such compensation is one hundred to the performance of an agreement. percent(100%) funded by the County, shall submit to the covered employer a completed sworn affidavit(under penalty 6. Prohibition Against Contracting with Corporations of perjury),the form of which is attached,certifying that they that Reincorporate Overseas have complied,in good faith,with the requirements of Title 8 of the United States Code Section 1324a with respect to the It shall be the duty of the Contractor to read,become familiar hiring of covered employees and with respect to the alien and with,and comply with the requirements of sections A4-13 nationality status of the owners thereof,as the case may be. and A4-14 of Article IV of the Suffolk County Code. The affidavit shall be executed by an authorized representative of the contractor,subcontractor,or owner,as The Contractor represents that it is in compliance with the case may be; shall be part of any executed contract, sections A4-13 and A4-14 of Article IV of the Suffolk subcontract, license agreement, lease or other financial County Code. Such law provides that no contract for compensation agreement between the covered employer and consulting services or goods and services shall be awarded by the County;and shall be made available to the public upon the County to a business previously incorporated within the request. U.S.A.that has reincorporated outside the U.S.A. An updated affidavit shall be submitted by each such employer,owner,contractor and subcontractor no later than 7• Child Sexual Abuse Reporting Policy January 1 of each year for the duration of any contract and It shall be the duty of the Contractor to read,become familiar upon the renewal or amendment of the Contract, and whenever a new contractor or subcontractor is hired under the with, and comply with the requirements of Article II of Chapter 880 of the Suffolk County Code. terms of the Contract. The Contractor shall comply with Article II of Chapter 880, The Contractor acknowledges that such filings are a material, of the Suffolk County Code, entitled"Child Sexual Abuse contractual and statutory duty and that the failure to file any such statement shall constitute a material breach of the Reporting Policy,"as now in effect or amended hereafter or Contract. of any other Suffolk County Local Law that may become applicable during the term of the Contract with regard to Under the provisions of the Lawful Hiring of Employees child sexual abuse reporting policy. Law, the County shall have the authority to terminate the Contract for violations of this Law and to seek other remedies 8. Non Responsible Bidder available under the law. It shall be the duty of the Contractor to read,become familiar The documentation mandated to be kept by this law shall at with, and comply with the requirements of Article II of all times be kept on site. Employee sign-in sheets and Chapter 189 of the Suffolk County Code. register/log books shall be kept on site at all times during working hours and all covered employees,as defined in the Upon signing the Contract,the Contractor certifies that it has law,shall be required to sign such sign-in sheets/register/log not been convicted of a criminal offense within the last ten books to indicate their presence on the site during such (10)years. The term"conviction'shall mean a finding of working hours. guilty after a trial or a plea of guilty to an offense covered under section 189-5 of the Suffolk County Code under Required Forms: "Nonresponsible Bidder." "SUFFOLK COUNTY DEPARTMENT OF LABOR, LICENSING, & CONSUMER AFFAIRS — NOTICE OF 9. Use of Funds in Prosecution of Civil Actions APPLICATION TO CERTIFY COMPLIANCE WITH Prohibited FEDERAL LAW (8 U.S.C. SECTION 1324A) WITH 14 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly It shall be the duty of the Contractor to read,become familiar 13. Contract Agency Performance Measures and with, and comply with the requirements of Article III of -Reporting Requirements Chapter 893 of the Suffolk County Code. It shall be the duty of the Contractor to read,become familiar The Contractor shall not use any of the moneys,in part or in with, and comply with the requirements of Suffolk County whole, and either directly or indirectly, received under the Local Law No. 41-2013, a Charter Law to Implement Contract in connection with the prosecution of any civil Performance Measurement to Increase Accountability and t action against the County in any jurisdiction or any judicial or Enhance Service Delivery by Contract Agencies(Article VIII administrative forum. of Chapter 189 of the Suffolk County Code)as more fully set forth in Article I and Article III of this Contract. 10. Youth Sports All contract agencies having a contract in excess of$50,000 It shall be the duty of the Contractor to read,become familiar shall cooperate with the contract's administering department with, and comply with Article III of Chapter 730 of the to identify the key performance measures related to the Suffolk County Code. objectives of the services that the contract agency provides and shall develop an annual performance reporting plan.The All contract agencies that conduct youth sports programs are contract agency shall cooperate with the administering required to develop and maintain a written plan or policy department and the County Executive's Performance addressing incidents of possible or actual concussion or other Management Team to establish appropriate performance head injuries among sports program participants.Such plan or indicators and targets for monthly evaluation of the contract policy must be submitted prior to the award of a County agency's performance. contract,grant or funding. Receipt of such plan or policy by the County does not represent approval or endorsement of 14. Suffolk County Local Laws Website Address any such plan or policy,nor shall the County be subject to any liability in connection with any such plan or policy. Suffolk County Local Laws,Rules and Regulations can be accessed on the homepage of the Suffolk County Legislature. 11. Work Experience Participation If the Contractor is a not-for-profit or governmental agency or institution,each of the Contractor's locations in the County at 15. Suffolk County Code of Ethics which the Services are provided shall be a work site for public-assistance clients of Suffolk County pursuant to As required by Suffolk County Standard Operating Procedure Chapter 281 of the Suffolk County Code at all times during A-06, the following is a link to the Suffolk County Ethics the Term of the Contract. If no Memorandum of Booklet,which contains the provisions of the Suffolk County Understanding("MOU")with the Suffolk County Department Code of Ethics: of Labor for work experience is in effect at the beginning of the Term of the Contract, the Contractor, if it is a not-for- odeham'//�v suffolkcountynv aov/Portals/OBoardofethics/C profit or governmental agency or institution,shall enter into %20Ne %2OR vise%2 OMay 2020- such MOU as soon as possible after the execution of the %20New%20Revised%20May%202017.pdf Contract and failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to perform in accordance with the Contract, for which the County may End of Text for Article IV-A withhold payment, terminate the Contract or exercise such other remedies as may be appropriate in the circumstances. 12. Safeguarding Personal Information of Minors It shall be the duty of the Contractor to read,become familiar with, and comply with the requirements of Suffolk County Local Law No. 20-2013, a Local Law to Safeguard the Personal Information of Minors in Suffolk County. All contract agencies that provide services to minors are required to protect the privacy of the minors and are strictly prohibited from selling or otherwise providing to any third party,in any manner whatsoever,the personal or identifying information of any minor participating in their programs. 151of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly Article V-A Department of Audit and Control, shall be General Fiscal Terms and Conditions furnished to the County pursuant to,and as limited by,the Regulations for Accounting Procedures for 1. General Payment Terms Contract Agencies of the Suffolk County Department of Audit and Control. In addition to a. Presentation of Suffolk County Payment any other remedies that the County may have, Voucher failure to supply the required documentation will disqualify the Contractor from any further County In order for payment to be made by the County to contracts. the Contractor for the Services,the Contractor shall prepare and present a Suffolk County Payment C. Payment by County Voucher,which shall be documented by sufficient, competent and evidential matter. Each Suffolk Payment by the County shall be made within thirty County Payment Voucher submitted for payment is (30) days after approval of the Suffolk County Payment Voucher by the Comptroller. subject to Audit at any time during the Term or any extension thereof. This provision shall survive expiration or termination of this Contract fora d. Budget Modification period of not less than seven(7)years,and access to records shall be as set forth in paragraph 25 of i.) The parties shall use the Contract Budget Article III,and paragraph 4(b)of Article V. Modification Request form ("Budget Modification") for revisions to the b. Voucher Documentation Budget and Services not involving an increase to the total cost of the Contract. The Suffolk County Payment Voucher shall list all If the Contractor is seeking such a information regarding the Services and other items modification, the Contractor shall for which expenditures have been or will be made contact the Department to receive the in accordance with the Contract. Either upon form and enter the required information. execution of the Contract(for the Services already When the County and the Contractor rendered and expenditures already made), or not agree as to such revisions,the Contractor more than thirty(30) days after the expenditures shall sign the Budget Modification form were made, and in no event after the 31"day of and return it to the County for execution January following the end of each year of the along with any other documentation the Contract,the Contractor shall furnish the County Department may require. with detailed documentation in support of the payment for the Services or expenditures under the ii.) Such request must be made in advance Contract e.g. dates of the Service, worksite incurring any expenditure for which the locations,activities,hours worked,pay rates and all revision is needed. program Budget categories. The Suffolk County Payment Voucher shall include time records, iii•) Upon complete execution of the Budget certified by the Contractor as true and accurate,of Modification form, the County shall all personnel for whom expenditures are claimed return a copy to the Contractor. The during the period. Time and attendance records of revision shall not be effective until the a Contractor's Director/Executive Director shall be Budget Modification is completely certified by the Chairperson, President or other executed. designated member of the Board of Directors of the Contractor and shall be maintained by the iv.) The Budget Modification form may be Contractor for audit. All Suffolk County Payment submitted only twice per calendar year Vouchers must bear a signature as that term is and may only submitted prior to defined pursuant to New York State General November 15 off that year. Construction Law§46 by duly authorized persons, and certification of such authorization with e. Budget and/or Services Revisions certified specimen signatures thereon must be filed with the County by a Contractor official i.) The parties shall use the Contract Budget/Services Revision Approval empowered to sign the Contract. Disbursements made by the Contractor in Form (Budget/Services Revisions) for accordance with the Contract and submitted for revisions to the Budget and Services reimbursement must be documented and must involving any change to the total cost comply with accounting procedures as set forth by the Contract due to a resolution of the the Suffolk County Department of Audit and Legislature, changes to the County's Control. Documentation, including any other adopted annual budget,or for any other reason necessitating revisions to the form(s)required by County or the Suffolk County 16 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly Budget or Services. C. The County may, during the Term, impose a ii.) When the County and the Contractor Budget Deficiency Plan. In the event that a Budget agree as to such revisions, the Deficiency Plan is imposed, the County shall Department will enter the information promptly notify the Contractor in writing of the into the Budget/Services Revisions form terms and conditions thereof, which shall be and send it to the Contractor for deemed incorporated in and made a part of the signature.The Contractor shall return it Contract,and the Contractor shall implement those to the County for execution along with terms and conditions in no less than fourteen(14) any other documentation the Department days. may require. 3. Personnel Salaries, Pension and Employee Benefit iii.) Upon complete execution of the form by Plans,Rules and Procedures the parties, the County shall return a a. Upon request, the Contractor shall submit to the copy to the Contractor. The revision County a current copy,certified by the Contractor shall not be effective until the Budget as true and accurate,of its /Services Revisions is completely executed. i.) salary scale for all positions listed in the f. Taxes Budget; I The charges payable to the Contractor under the ii.) personnel rules and procedures; Contract are exclusive of federal,state,and local iii,) pension plan and any other employee taxes,the County being a municipality exempt from benefit plans or arrangements. payment of such taxes. b. The Contractor shall not be entitled to g. Final Voucher reimbursement for costs under any pension or benefit plan the Comptroller deems commercially The acceptance by the Contractor of payment of all unreasonable. billings made on the final approved Suffolk County Payment Voucher shall operate as and shall be a C. Notwithstanding anything in this paragraph 3 of release of the County from all claims by the this Article V-A,the County shall not be limited in Contractor through the date of the Voucher. requesting such additional financial information it deems reasonable. 2. Subject to Appropriation of Funds 4. Accounting Procedures a. The Contract is subject to the amount of funds appropriated each fiscal year and any subsequent a. The Contractor shall maintain accounts, books, modifications thereof by the County Legislature, records, documents, other evidence, and accounting and no liability shall be incurred by the County procedures and practices which sufficiently and beyond the amount of funds appropriated each properly reflect all direct and indirect costs of any fiscal year by the County Legislature for the nature expended in the performance of the Contract,in Services. accordance with generally accepted accounting principles and with rules, regulations and financial b. If the County fails to receive Federal or State funds directives, as may be promulgated by the Suffolk originally intended to pay for the Services, or to County Department of Audit and Control and the reimburse the County, in whole or in part, for Department. The Contractor shall permit inspection payments made for the Services,the County shall and audit of such accounts,books,records,documents have the sole and exclusive right to: and other evidence by the Department and the Suffolk County Comptroller,or their representatives,as often i.) determine how to pay for the Services; as, in their judgment, such inspection is deemed necessary. Such right of inspection and audit as set ii.) determine future payments to the forth in subparagraph b.below shall exist during the Contractor;and Term and for a period of seven (7) years after expiration or termination of the Contract. iii.) determine what amounts, if any, are reimbursable to the County by the b. The Contractor shall retain all accounts, books, Contractor and the terms and conditions records,and other documents relevant to the Contract under which such reimbursement shall for seven(7)years after final payment is made by the be paid. County. Federal, State, and/or County auditors and any persons duly authorized by the County shall have 17 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly full access and the right to examine any of said Director of Auditing Services at materials during said period. Such access is granted Audits(a�suffolkcountyny.gov within thirty(3 0) days notwithstanding any exemption from disclosure that after completion of the audit,but in no event later than may be claimed for those records which are subject to nine(9)months after the end of the Contractor's fiscal nondisclosure agreements, trade secrets and year,to which the audit relates. The Contractor may commercial information or financial information that is solicit requests for proposals from a number of privileged or confidential. qualified accounting firms and review carefully the costs of,and qualifications for,this type of work before C. The Contractor shall utilize the accrual basis of selecting the Auditor. accounting and will submit all financial reports and claims based on this method of accounting during the b. The Auditor should be required to meet the following Term. minimum requirements: 5. Audit of Financial Statements i.) a current license issued by the New York State Education Department; a. All payments made under the Contract are subject ii.) sufficient auditing experience in the not- to audit by the Comptroller pursuant to Article V of for-profit,governmental or profit-making the Suffolk County Charter. The Contractor further areas,as applicable;and agrees that the Comptroller and the Department shall have access to and the right to examine,audit, iii.) a satisfactory peer review issued within excerpt, copy or transcribe any pertinent not more than three(3)years prior to the transactions or other records relating to services date when the Auditor was selected to under the Contract. If such an audit discloses conduct the audit. overpayments by the County to the Contractor, C. The audit must be conducted in accordance with within thirty (30) days after the issuance of an generally accepted governmental auditing standards. official audit report by the Comptroller or his duly Financial statements must clearly differentiate between designated representatives, the Contractor shall County-funded programs and other programs that the repay the amount of such overpayment by check to Contractor may be operating. The use of subsidiary the order of the Suffolk County Comptroller or schedules should be encouraged for this purpose. The shall submit a proposed plan of repayment to the Auditor must also prepare a Management Letter based Comptroller. If there is no response, or if on the audit. satisfactory repayments are not made,the County may recoup overpayments from any amounts due or d. "Subrecipients"—Federally Funded Programs and becoming due to the Contractor from the County Grants under the Contract or otherwise. i.) In the event the Contractor is a"Subrecipient"as b. The provisions of this paragraph shall survive the that term is defined in 2 CFR § 200.93 and the expiration or termination of the Contract for a Contractor expends seven hundred fifty thousand period of seven (7) years, and access to records shall be as set forth in paragraph 25 of Article III, ($750,000.00)dollars or more of Federal moneys, whether as a recipient expending awards received and paragraph 4(b)of Article V. directly from Federal awarding agencies or as a 6. Financial Statements and Audit Requirements Contractor expending Federal awards received from a pass-through entity such as New York State a. Notwithstanding any other reporting or certification and/or Suffolk County, during any fiscal year requirements of Federal,State,or local authorities,the within which it receives funding under the Contractor shall obtain the services of an independent Contract,the audit referred to under this paragraph licensed public accountant or certified public 6 must be conducted and any the audit report must accountant (the "Auditor") to audit its financial be in accordance with OMB Uniform Grant statements for each Contractor's"fiscal year"in which Guidance — 2 CFR Part 200 ("Single Audit the Contractor has received, or will receive, three Report"). Single Audit Reports must also be hundred thousand($300,000.00)dollars or more from uploaded to the Federal Audit Clearinghouse, to the County, whether under the Contract or other the extent required by the OMB Uniform Grant agreements with the County,and shall submit a report Guidance referred to above. In addition,the Single to the County on the overall financial condition and Audit Report,respective financial statements and operations of the Contractor,including a balance sheet any Management Letters must be submitted to the and statement of income and expenses,attested by the Department set forth on page one of this Contract Auditor as fairly and accurately reflecting the and emailed to the Executive Director of Auditing accounting records of the Contractor in accordance Services at with generally accepted accounting principles. The subrecipientmonitorine(@suffolkcountyny.gov audited financial statements including respective within thirty (30) days after completion of the Management Letters must be emailed to the Executive audit, but in no event later than nine(9) months 18 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly after the end of the Contractor's fiscal year, to a proposed purchase, rental or lease, with a list which the audit relates. showing the quantity and description of each item, its intended location and use,estimated unit price ii.) In the event the Contractor is a"Subrecipient"as or cost, and estimated total cost of the proposed that term is defined in 2 CFR§ 200.93 and the order. Written approval of the County shall be Contractor expends less than seven hundred fifty required before the Contractor may proceed with thousand($750,000.00)dollars of Federal moneys, such proposed purchase, rental or lease of whether as a recipient expending awards received furniture, fixtures or equipment. All items directly from Federal awarding agencies or as a purchased must be new or like new unless Contractor expending Federal awards received specifically described otherwise in the Budget. from a pass-through entity such as New York State and/or Suffolk County, during any fiscal year the b. Purchase Practices/Proprietary Interest of Contractor must email a certified Exemption Letter, County the form of which shall be provided by the Department,on the Contractor's Letterhead and a i.) The Contractor shall follow the general Schedule of Federal Funds Expended to the practices that are designed to obtain respective County Department and the Executive furniture,fixtures,equipment,materials, Director of Auditing Services at or supplies at the most reasonable price subrecipientmonitorinP-@Suffolkcountyny.jzov or cost possible. within thirty (30) days of the end of the Contractor's fiscal year. The Schedule of Federal ii.) The County reserves the right to Funds Expended must include all Federal funding purchase or obtain furniture, fixtures, received directly from the Federal government and equipment,materials,or supplies for the all Federal funds passed through from the County Contractor in accordance with the and other pass-through entities. programmatic needs of the Contract. If the County exercises this right, the iii.) Subrecipients may include,but not necessarily be amount budgeted for the items so limited to, not-for-profit organizations; units of purchased or obtained by the County for state government or a unit of local governments. the Contractor shall not be available to the Contractor for any purpose whatsoever. Title to any such items e. Copies of any other audit reports including oversight purchased or otherwise obtained by the agency audits must be submitted to the Department set County for the programs encompassed forth on page one of this Contract and emailed to the CCthe Contract and entrusted to the Executive Director of Auditing Services at Contractor,shall remain in the County. Audits@suf(blkcoun!Xny.gov within thirty(30) days after completion of the audit(s). iii.) The County shall retain a proprietary interest in all furniture, removable f. The requirements set forth in this paragraph 6 shall not fixtures, equipment, materials, and preclude the authorized representatives of the County, supplies purchased or obtained the the Comptroller, or Federal or State entities from conducting any other duly authorized audit(s) of Contractor and paid for or reimbursed to records and financial statements of the Contractor. The the Contractor pursuant to the terms of Contractor shall make such records and financial the Contract or any prior agreement statements available to authorized representatives of between the parties. Federal,State and County government for that purpose. iv.) The Contractor shall attach labels g. The provisions of this paragraph 6 shall survive the indicating the County's proprietary expiration or termination of the Contract. interest or title in all such property. 7. Furniture,Fixtures,Equipment,Materials,Supplies C. County's Right to Take Title and Possession a. Purchases, Rentals or Leases Requiring Prior Upon the termination or expiration of the Contract Approval or any renewal thereof,the discontinuance of the business of the Contractor, the failure of the Prior to placing any order to purchase,rent or lease Contractor to comply with the terms of the any furniture, fixtures, or equipment valued in Contract, the bankruptcy of the Contractor, an excess of one thousand dollars($1,000.00)per unit assignment for the benefit of its creditors, or the for which the Contractor will seek reimbursement failure of the Contractor to satisfy any judgment from the County,the Contractor shall submit to the against it within thirty (30) days of filing of the County a written request for approval to make such judgment, the County shall have the right to take title to and possession of all furniture,removable 19 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly fixtures,equipment,materials,and supplies and the removable fixtures, equipment, materials or same shall thereupon become the property of the supplies in the Contractor's custody in which the County without any claim for reimbursement on the County has a proprietary interest, in the same part of the Contractor. condition as such property was received by the Contractor, reasonable wear and tear excepted. i d. Inventory Records,Controls and Reports Any disposition, settlements or adjustments connected with such property shall be in The Contractor shall maintain proper and accurate accordance with the rules and regulations of the inventory records and controls for all such County and the State of New York. furniture, removable fixtures and equipment acquired pursuant to the Contract and all prior 8. Lease or Rental Agreements agreements between the parties,if any. Three(3) months before the expiration date of the Contract, If lease payments or rental costs are included in the Budget as the Contractor shall make a physical count of all an item of expense reimbursable by the County, the items of furniture, removable fixtures and Contractor shall promptly submit to the County, upon equipment in its custody, checking each item request, any lease or rental agreement. If during the Term, j against the aforesaid inventory records. A report the Contractor shall enter into a lease or rental agreement,or setting forth the results of such physical count shall shall renew a lease or rental agreement,the Contractor shall, be prepared by the Contractor on a form or forms prior to the execution thereof, submit such lease or rental designated by the County,certified and signed by agreement,to the County for approval. an authorized official of the Contractor,and one(1) copy thereof shall be delivered to the County within five (5) days after the date set for the 9. Statement of Other Contracts aforesaid physical count. Within five(5)days after the termination or expiration date of the Contract, Prior to the execution of the Contract,the Contractor shall the Contractor shall submit to the County six(6) submit a Statement of Other Contracts to the County. If the copies of the same report updated to such date of Contract is amended during the Term, or if the County exercises its option right,the Contractor shall submit a then the Contract,certified and signed by an authorized current Statement of Other Contracts. official of the Contractor,based on a physical count of all items of furniture, removable fixtures and equipment on the aforesaid expiration date, and 10. Miscellaneous Fiscal Terms and Conditions revised, if necessary, to include any inventory changes during the last three (3) months of the a. Limit of County's Obligations Term. The maximum amount to be paid by the County is e. Protection of Property in Contractor's Custody set forth on the first page of the Contract. The Contractor shall maintain vigilance and take all b. Duplicate Payment from Other Sources reasonable precautions to protect the furniture, fixtures, equipment, material or supplies in its Payment by the County for the Services shall not custody against damage or loss by fire, burglary, duplicate payment received by the Contractor from theft,disappearance,vandalism,or misuse.In the any other source. event of burglary, theft, vandalism, or disappearance of any item of furniture, fixtures, C. Funding Identification equipment, material or supplies, the Contractor shall immediately notify the police and make a The Contractor shall promptly submit to the record thereof,including a record of the results of County upon request,a schedule for all programs any investigation which may be made thereon. In funded by the County, itemizing for each such the event of loss of or damage to any item of program the sums received, their source and the furniture, fixtures, equipment, materials, or total program budget. supplies from any cause, the Contractor shall immediately send the County a detailed written d. Outside Funding for Non-County Funded report thereon. Activities f. Disposition of Property in Contractor's Custody Notwithstanding the foregoing provisions of the Contract, it is the intent of the County that the Upon termination of the County's funding of any terms and conditions of the Contract shall not limit of the Services covered by the Contract,or at any the Contractor from applying for and accepting other time that the County may direct, the outside grant awards or from providing additional Contractor shall make access available and render educational activities/services which may result in all necessary assistance for physical removal by the the Contractor incurring additional costs,as long as County or its designee of any or all furniture, the following conditions are met: 20 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly reimbursement to the County for payments made i.) The County is not the Fund Source for hereunder by the County to the Contractor for the additional services; expenditures made during the Term because of any ii.) Sufficient funding is available for or can act, omission or negligence on the part of the be generated by the Contractor to cover Contractor, then the County may deduct and withhold from any payment due to the Contractor the cost incurred by the Contractor to an amount equal to the reimbursement denied by provide these additional services;and the state or federal government agency, and the- iii.) If sufficient funding is not available or County's obligation to the Contractor shall be cannot be generated, the County shall reduced by any such amounts. In such an event,if not be held liable for any of the there should be a balance due to the County after it additional costs incurred by the has made a final payment to the Contractor under Contractor in furnishing such additional the Contract, on demand by the County, the services. Contractor shall reimburse the County for the amount of the balance due the County,payable to iv.) Prior to scheduling any such additional the Suffolk County Comptroller.The provisions of services on County-owned property,the this subparagraph shall survive the expiration or Contractor shall obtain written County termination of the Contract. approval. The Contractor shall, to the County's satisfaction, submit any h. Budget documentation requested by the Department reflecting the change, and The Contractor expressly represents and agrees that identify the additional services to be the Budget lists all revenue, expenditures, provided and the source of funding that personnel,personnel costs and/or all other relevant shall be utilized to cover the costs necessary to provide the Services. expenditures incurred by the Contractor in undertaking the additional services. i. Payment of Claims e. Potential Revenue Upon receipt of a Suffolk County Payment Voucher,the County,at its discretion,may pay the The Contractor shall actively seek and take Contractor during the Term,in advance,an amount reasonable steps to secure all potential funding not to exceed one sixth (1/6) of the maximum from grants and contracts with other agencies for amount to be paid by the County set forth on the programs funded by the County. first page of the Contract. E Payments Contingent upon State/Federal j, Payments Limited to Actual Net Expenditures Funding The Contractor agrees that if, for any reason Payments under the Contract may be subject to and whatsoever,the Contractor shall spend during the contingent upon continued funding by State and/or Term for the purposes set forth in the Contract an Federal agencies. In the event payments are subject amount less than, or receive amounts more than, to such funding no payment shall be made until the provided in the Budget, the total cost of the Contractor submits documentation in the manner Contract shall be reduced to the net amount of and form as shall be required by State and/or actual Contractor expenditures made for such Federal agency. If late submission of claims purposes. The total amount to be paid by the precludes the County from claiming State or County shall not exceed the lesser of(i)actual net Federal reimbursement, such late claims by the expenditures or(ii)the total cost of the Contract on Contractor shall not be paid by the County subject the cover page and in the Budget. Upon to subparagraph g. below, if, for any reason, the termination or expiration of the Contract, if the full amount of such funding is not made available Contractor's total amount of allowable expenses is to the County,the Contract may be terminated in less than the total amount of the payments made whole or in part, or the amount payable to the during the Term, the Contractor shall prepare a Contractor may be reduced at the discretion of the check payable to the Suffolk County Comptroller County, provided that any such termination or for the difference between the two amounts and reduction shall not apply to allowable costs submit such payment to the County,along with the incurred by the Contractor prior to such final Suffolk County Payment Voucher. termination or reduction,and provided that money has been appropriated for payment of such costs. k. Travel, Conference, and Meeting Attendance: g. Denial of Aid SOP A-07 Amendment 1 If a State or Federal government agency is funding Reimbursement to the Contractor for travel costs the Contract and fails to approve aid in shall not exceed amounts allowed to County 21 of 25 pages ` j Rev. 11/21/2017;Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly employees. All conferences that are partially or End of Text for Article V-A fully funded by the County that the Contractor's staff wishes to attend must be pre-approved, in writing,by the County and must be in compliance with Suffolk County Standard Operating Procedure A-07 which may be viewed online at the County's website, SuffolkCountyny.gov; go to "Government," then "Comptroller," then "Consultant's Agreements." 1. Salaries The Contractor shall not be eligible to receive any salary reimbursement until proof of deposit or payment of all withholding and payroll taxes to the Federal/State governments has been provided to the County. M. Salary Increases No salary, wage, or other compensation for the Services shall be increased over the amount stated in the Budget without the prior written approval of the County. n. Contractor Vacancies The County shall have the right of prior approval of the Contractor's filling of any vacant position as of the date of execution of the Contract or as may thereafter become vacant, and, in the exercise of that right.The County may promulgate reasonable regulations involving filling of vacancies which shall be deemed to be incorporated by reference in, and be made part of, the Contract, provided, however;that subject to the availability of funding, approval for the hiring of replacement clerical shall be a Contractor determination. o. No Limitation On Rights Notwithstanding anything in this Article V to the contrary,the County shall have available to it all rights and remedies under the Contract and at law and equity. P. Comptroller's Rules and Regulations The Contractor shall comply with the "Comptroller's Rules and Regulations for Consultant's Agreements"as promulgated by the Department of Audit and Control of Suffolk County and any amendments thereto during the Term of the Contract. The"Comptroller's Rules and Regulations for Consultant's Agreements"and "SOP A-07 Amendment 1"may be viewed online at the County's website,SuffolkCountyny.gov;go to "Government," then "Comptroller," then "Consultant's Agreements." 22 of 25 pages i Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly Article VI-A Budget Town of Southold RATE PAGE Nutrition Program for the Elderly January 1,2019—December 31,2019 CONGREGATE MEALS $6.40 HOME-DELIVERED MEALS $6.79 23 of 25 pages Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly Exhibit 1 SUBRECIPIENT CONTRACT DOCUMENTATION Granting,Department: Federal Awarding Federal Award Identification CFDA Number: Agency: Number: 93.045 } Health and Human =,Suffolk-County-Offceforthe Services NIA Aging-_ .Awarding Official Name and County Contract Contract Percentage: Federal Award Date: Number: -- I � � 1/1/19. Contact Information:`- , " - -gSuffolk County.Offiice for the 22-AG-020-A Federal Percentage:90 '. . uffglh o k Contract Period of StdWPercentage: , ,`1,OOy1/etera`ns'1611emorial Hwy Performance: ' County,Percentage:10%, O BOX 6'100 1/1/19-12/31/19. •_Hauppauge,.NY 11788 "Subrecipient Name&Address Research& Federal Funds Obligated by Federal Funds Town;of Southold Development this,xdtion = _ Obligated to ❑Yes Mo Subrecipient by :_53095 Main Road' $79;934 County including Total Federal Award _ ty g 0,BOX�1979_ Committed to = current obligation: 'Southold;;NY 1197T Subrecipient by the $79,934 County: $79,934 = Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs): Not to exceed 20%00 Approved­federally_recognized.indirect°cost rate negotiated,between"the subrecipient=an&the Federal_,, ':66v4nmont or,,,if=no such-rate ezists,:either.a-rate negotiated between4hefpass-through;entity„and the ,;sub'r'.ecipient-(in compliance with this part),-.or a de minirriisindirect co_st,rate,,as,defined in'§200:474,Indirect„ ,,°(F&Aytosts,paragraph (f): 'Not'to.exceed•20% Federal Award Project Description: Title IIIC-1 of the Older Americans Act Requirements imposed by the pass-through entity on•the-suq'recipient --that the Federal'award-is used;fn 'accordance'-with Federal statutes; regulations-and the terms-and conditions='of the:Federal.award: . - <4Reiairemenfs-are detailed in-the contract with-Suffolk Coun _ Additional requirements that the pass-through entity imposes on the subrecipient in order for the pass-through entity to meet its own responsibility to the Federal awarding agency including identification of any required financial and performance reports: Requirements are detailed in the contract with Suffolk County Close-Out Dir'ection:, II.Vouchers,and.backu must be submitted,witliin 30'da s,of award' eriod:: The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.331. 24 of 25 pages EXHIBIT 1 i Rev. 11/21/2017; Law No. IFMS NO. 190000009018 CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230 Nutrition Program for the Elderly Exhibit 1 SUBRECIPIENT CONTRACT DOCUMENTATION Granting Department:, Federal Awarding Federal Award-Identification CFDA Number: Suffolk County Office for the Agency: Number:- 93.053.,.: - , Aging Health and Human N!A Services. . Awarding Official-Name and County Contract Cointract,Percentage: Federal Award Date: Contactlnformation:,. Number:22-AG-020A Suffolk County Office for the Federal'Percentage:1000 ; Aging Contract Period of State Percentage: - 100'Veterans'Mernorial•Hwy- Performance: County Percentage: PO'BOX.61Q0,. . 1/1/19-12/31/19. Hauppauge,:NY,11788' -SubrecipientNaiiie&-Address. Research& Federal Funds;Obligated,by _: Federal Funds Towin,of'Sduthold Development this Action:`__ Obligated to ❑Yes Mo Subrecipient by '53095Ailh Road $28;687:00.', including Total Federal Award County g 0.0_1301X11,79", Committed to current obligation: Southold,NY 1197,1'.- ` Subrecipient by the - - $28,687.00 County: $28,687.00 Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs): NIA 'Approved,federally-recognized indirect cost'rate negotiated between the-subrecipient,and,the,Federal. Government or, if,no,such rate exists,either a rate negotiated betweeiiAhe.pass-thr,ughlentity<and•the - 'subrecipient(in;compliance with this:part),,or-a de minimis•.,ind_ieect.cost rate_-,as-define'd in;§200.41 4nidife_ct. (F&A)costs; para'graphff); _ N/A Federal Award Project Description: Nutrition Services Incentive Program .Req'uir`ements--imposed by;the pass-through_entity,on-the'subrecip'ient so th"at,the Federahawa"rd:is,used,,in accordance"with,Federal statutes, regulations and the aerms.`and_conditions_of,the-Federal'.award;": - ,Re\ u'i're`ments-are detailed in the-coniractwith Suffolk•Coian Additional requirements that the pass-through entity imposes on the subrecipient in order for the pass-through entity to meet its own responsibility to the Federal awarding agency including identification of any required financial and performance reports: Requirements are detailed in the contract with Suffolk County Close-Out Direction: All vouchers and,backup must be submitted within 30 days.of close of award_period.; The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.331. 25 of 25 pages EXHIBIT 1 RECEIVE® APR 1 5 2019 Office of the Town Attorney Town of Southold Southold Town Clerk 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: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: April 11, 2019 Subject: Agreement between Town of Southold and Suffolk County Office of the Aging IIIC Nutrition Programs 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. /ms Enclosures cc: Accounting