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HomeMy WebLinkAboutOffice for the Aging - Residential Repair �os„ Fot �® � RECEIVED JUN 7 2019 �. Southold Town Clerk Office of the Town Attorney Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-6639 MEMORANDUM To: Ms. Elizabeth A. Neville, Town Clerk From: Mary Silleck Secretary to the Town Attorney Date: June 6, 2019 Subject: Agreement between Town of Southold County of Suffolk Office of the Aging 2019-2020 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 -?o -03(o IFMS No. 000000009886 ,LiM Item/Omnibus Grant 001-6777/JKD1-4980-95285 Contract This Contract("the Contract") is 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 Contractor has been designated to receive funds from the County to provide a Residential Repair Program for the Elderly("the Services") as set forth in Article I, entitled"Description of Services." Term of the Contract: April 1, 2019 through March 31, 2020;with an option,to be exercised at the County's discretion,to September 30,2020 on the same terms and conditions herein. Units of Service: 800 Units of Residential Repair 135 Unduplicated Served Total Cost of the Contract: Shall not exceed$26,917.00, to be paid as set forth in Articles V and VI, attached. Terms and Conditions: Shall be as set forth in Articles I through VI, attached hereto and made a part hereof. In Witness Whereof, the parties hereto have executed the Contract as of the latest date written below. r Town of Southold County of Su By: !1 By: Scott A. Russell Dennis . Cohen Supervisor Chief Deputy ount Executive Fed. Tax ID#: 11-60PI539 Date Date pp Approved: Co �1�W— hereby Department certifies under penalties of perjury that I am an officer of By: c4gA -,0 l�l�(1 o4 S 0��1 � ,that I Holly odes-Teague Director,Office/for,the Aging have read and I am familiar with§A5-8 of Article V of the Suffolk Date County Code,and that r1 Q-� �� meets all requirements to qual' for n der. ,,,.ecom-mended: Name scoAl �y e '� �� ' By: Approved as to Form: Laura Racano Dennis M. Brown Administrator I Suffolk Cog A orney Date 1 By: Niran' G. Sagapuram As 'start County Attorney Date // � 0054653 1 of 39 pages h La1�No. IFMS No. 000000009886 { Lure Item/Omnibus Grant 001-6777/JKDI-4980-95285 List of Articles Article I Description of Services 1. Conflicting Provisions Article II Definitions 1. Meanings of Terms 2. Elements of Interpretation Article III General Terms and Conditions 1. Contractor Responsibilities a. Duties and Obligations b. Qualifications, Licenses, and Professional Standards c. Notifications d. Documentation of Professional Standards e. Credentialing f. Engineering Certificate 2. Termination a. Thirty Days Termination b. Event of Default; Termination on Notice c. Termination Notice d. Duties upon Termination 3. Indemnification and Defense 4. Insurance 5. Independent Contractor 6. Severability 7. Merger;No Oral Changes 8. Set-Off Rights 9. Non-Discrimination in Services 10.Nonsectarian Declaration 11. Governing Law 12.No Waiver 13. Conflicts of Interest 14. Cooperation on Claims 15. Confidentiality 16. Assignment and Subcontracting 17. Changes to Contractor 18.No Intended Third Parry Beneficiaries 19. Certification as to Relationships 20. Publications 21. Copyrights and Patents a. Copyrights b. Patents 2 of 39 pages f( \v Lash No. IFMS No. 000000009886 ` Liq:e Item/Omnibus Grant 001-6777/JKDI-4980-95285 22. Arrears to County 23. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction 24. Certification Regarding Lobbying 25. Record Retention 26. Contract Agency Performance Measures and Reporting Requirements - Local Law No. 41-2013 27.Notice Article IV Suffolk County Legislative Requirements 1. Contractor's/Vendor's Public Disclosure Statement 2. Living Wage Law 3. Use of County Resources to Interfere with Collective Bargaining Activities 4. Lawful Hiring of Employees Law 5. Gratuities 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 7. Child Sexual Abuse Reporting Policy 8. Non Responsible Bidder 9. Use of Funds in Prosecution of Civil Actions Prohibited 10. Youth Sports 11. Work Experience Participation 12. Safeguarding Personal Information of Minors 13. Contract Agency Performance Measures and Reporting Requirements 14. Suffolk County Local Laws Website Address 15. Suffolk County Code of Ethics Article V General Fiscal Terms and Conditions 1. General Payment Terms a. Presentation of Suffolk County Payment Voucher b. Voucher Documentation c. Payment by County d. Budget Modification e. Budget and/or Services Revisions f. Taxes g. Final Voucher 2. Subject to Appropriation of Funds 3. Personnel Salaries, Pension and Employee Benefit Plans, Rules and Procedures 4. Accounting Procedures 5. Audit of Financial Statements 6. Financial Statements and Audit Requirements 7. Furniture, Fixtures, Equipment, Materials, Supplies a. Purchases, Rentals or Leases Requiring Prior Approval b. Purchase Practices/Proprietary Interest of County c. County's Right to Take Title and Possession 3 of 39 pages Lav No. IFMS No. 000000009886 Lintltem/Omnibus Grant 001-6777/JKD1-4980-95285 d. Inventory Records, Controls and Reports e. Protection of Property in Contractor's Custody f. Disposition of Property in Contractor's Custody 8. Lease or Rental Agreements 9. Statement of Other Contracts 10. Miscellaneous Fiscal Terms and Conditions a. Limit of County's Obligations b. Duplicate Payment from Other Sources c. Funding Identification d. Outside Funding for Non-County Funded Activities e. Potential Revenue f. Payments Contingent upon State/Federal Funding g. Denial of Aid h. Budget i. Payment of Claims j. Payments Limited to Actual Net Expenditures k. Travel, Conference, and Meeting Attendance: SOP A-07 Amendment 1 1. Salaries m. Salary Increases n. Contractor Vacancies o. No Limitation On Rights p. Comptroller's Rules and Regulations Article VI Budget 4 of 39 pages t Law No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 Article I Description of Services Whereas,the Contractor has been identified in the 2019 Suffolk County Adopted Budget under the pseudo code as listed on page one of the Contract to perform the Services for the Department; and Whereas,the continuity of service delivery is considered to be in the best interest of the County and the elderly residents of Suffolk County for the best possible outcomes; 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 and any other provision to this Contract,such other provision shall prevail unless it is expressly stated that this Article I shall prevail. 2. Goals of the Program The Residential Repair Program ("the Program") is to provide persons aged sixty(60) or over, who are in need, with minor repair and renovation assistance to remediate or upgrade substandard, unsuitable or unsafe housing, including, but not limited to,handicapped modifications or crime prevention modifications. The Program provides the required labor and recipients pay for necessary supplies and materials. Persons aged sixty (60) and over who are incapable of maintaining their homes because of illness, incapacity, handicap or absence of a caretaker relative are eligible to receive services. 3. General Terms and Conditions In general, but without limitation, the Contractor shall be required to meet the criteria listed below: a. The Contractor may not impose a means test of eligibility. No income or asset information may be used to determine eligibility for service notwithstanding any other provisions of this Contract. b. The Contractor and all of their subcontractors shall adhere to the terms of the Department's New York State (NYS) Area Plan,to the extent that the program is a part thereof, and the Department agrees to make the NYS Area Plan available to the Contractor. C. The Contractor is to afford priority to servicing those elderly persons whom New York State has identified as the target population(minority, low-income, frail, and vulnerable) in accordance with paragraph 7 below. d. Persons eligible for or receiving the same or a similar service under another government-funded program are not eligible for this-service. However, determination of eligibility must be done on an individual basis recognizing specific circumstances as they pertain to the person's need. e. The Contractor may not charge any fees for services. 5 of 39 pages ARTICLE I e ' Law No. IFMS No. 000000009886 4 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 4. Administration Overall administration of this program will be the responsibility of the Contractor. The Contractor or its designee will ensure proper implementation and direction of the service, act as liaison between the Department and the actual recipients of service,and ensure accuracy and timeliness of submission of all reporting forms and expenditures. 5. Contractor's Staff a. The Contractor shall employ adequate numbers of qualified staff, which may include volunteers, and supervisory personnel to meet all the specifications and responsibilities of the program in an orderly,punctual and reliable manner. All meetings and trainings required by the County are to be attended by the appropriate staff. The Contractor will have on file with the Department the procedures to be followed by workers and other staff in case of emergency. b. The Department has the right to review and approve Contractor's staff applicable to the Program. C. The provisions of this paragraph are in addition to the provisions of Article V, paragraph 10, subparagraph n. 6. Coordination The Contractor shall coordinate the delivery of services with other providers and organizations to provide the most suitable outcomes and minimize possible duplication of effort. In order to accomplish this, the Contractor will undertake activities such as but not limited to participation in inter-agency meetings, coordination of referrals and follow-ups with other local service providers, entering into agreements with other organizations for joint efforts and/or funding, centralized assessment and- maintaining up-to-date resource materials both within and outside the Contractor's organization. 7. Targeting and Outreach a. The Contractor, to the extent it has discretion regarding to whom it will provide services, must give preference to providing services to those unserved and underserved older adults in greatest social or economic need particularly those older adults who are: low-income, low-income minorities, individuals with limited English proficiency, rural residents,Native Americans, institutionalized or those at risk for institutionalization, individuals with Alzheimer's and related disorders, individuals with disabilities, caregivers of individuals with Alzheimer's related disorders and individuals with disabilities, minorities, frail, vulnerable, LGBT and homebound, in accordance with their need for such services and to meet the specific objectives established by the Department within the PSA(OAA §305 (a)(2)(E)). The term"greatest economic need" is defined as the need resulting from an income at or below the poverty levels as established annually by the U.S. Office of Management and Budget. The term "greatest social need" refers to the need caused by non-economic factors which include physical and mental disabilities, language barriers and cultural, social or geographical isolation including isolation caused by racial or ethnic status that restricts an individual's ability to perform normal daily tasks or threatens the capacity of the individual to live independently(OAA §102 (23 and 24)). b. The Contractor agrees to concentrate the services on older adults in the targeted populations identified by the Department following the methods the Department has established for complying with the targeting requirements under the OAA and the Equal Access and Targeting Policy issued by the New York State Office for the Aging. Consistent with the OAA and NYS applicable regulations, including the following laws: the Older Americans Act(OAA), Title III of 6 of 39 pages ARTICLE I Law No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 the Code of Federal Regulations, 45 CFR 1321; the NYS Elder Law and relevant NYS regulations (Title 9, Subtitle Y of the New York State Code of Rules and Regulations); the Contractor's targeting goal is to substantially increase the numbers of older adults from targeted population groups (minority, low-income, frail, vulnerable). C. The following target groups have been identified as having the greatest economic and social needs: minority, low-income, frail and vulnerable. i. Minority—persons of Black, Hispanic, Asian,Native American(American Indian), Alaska Native,Native Hawaiian or Other Pacific Islander origins. Persons whose origins are of Two (2) or More Races or who are identified as being in a racial category different from those above (other than white) may be included(see the Other Race or Two (2) or More Races categories, defined below). a) Black- refers to a person who has origins in any of the Black racial groups of Africa. This includes, for example,persons who self report as Black, African American, Kenyan,Nigerian, Haitian or other applicable identification. b) Hispanic(or Latino) -refers to a person of Cuban, Mexican, Puerto Rican, South or Central American, or other Spanish culture or origin regardless of race. Hispanic origin can be viewed as the heritage, nationality group, lineage, or country of birth of the person or the person's parents or ancestors before their arrival in the United States. People who identify their origin as Hispanic, Latino, or Spanish may be any race. C) Asian-refers to a person having origins in any of the original peoples of the Far East, Southeast Asia, or the Indian subcontinent, including, but not limited to, Cambodia, China, India, Japan, Korea, Malaysia, Pakistan,the Philippine Islands, Thailand, and Vietnam. d) American Indian or Alaska Native -refers to a person having origins in any of the original peoples of North and South America(including Central America) and who maintains tribal affiliation or community attachment. This category includes people who indicated their race(s) as "American Indian or Alaska Native" or reported their enrolled or principal tribe, such as Navajo, Blackfeet, Inupiat, Yup'ik, and/or Central American or South American Indian groups. e) Native Hawaiian or Other Pacific Islander- refers to a person having origins in any of the original peoples of Hawaii, Guam, Samoa, or other Pacific Islands. f) Other Race or Two (2) or More Races - this category includes persons who self-identify as multiracial,mixed, interracial, or a racial category other than white, not included in the descriptions above. ii. Low —Income-Households with incomes at or below one-hundred-fifty percent(150%) of the poverty level. iii. Frail—Persons with one (1) or more functional deficits in the following areas: a) Physical functions; 7 of 39 pages ARTICLE I Law No. IFMS No. 000000009886 Line}Item/Omnibus Grant 001-6777/JKDI-4980-95285 b) Mental functions; C) Activities of daily living(eating, bed/chair transfer, dressing, bathing,toiletry and continence); and/or, d) Instrumental activities of daily living(meal preparation, housekeeping, shopping, medications, telephone,travel, and money management). iv. Disabled —Any person who has a physical or mental impairment which substantially limits one (1) or more major life activities, has a record of such impairment, or is regarded as having such impairment. This includes alcoholism and drug addiction. V. Vulnerable—Persons with a deficit of social resources, those who are isolated socially, linguistically or geographically, and/or those affected by other environmental conditions including the following: a) Language barriers; limited English proficiency-Individuals who do not speak English as their primary language and who have a limited ability to read,write, speak, or understand English may be limited English proficient, and may be eligible to receive language assistance with respect to a particular type of service, benefit, or encounter. b) Rural residence; C) Persons with disabilities; d) Institutionalized or at risk of institutionalization; e) Lesbian, gay, bisexual, transgender (LGBT) older adults; f) Low literacy; g) Older adult caregivers of children with developmental disabilities, mental illness, or other disabilities requiring a caretaker(e.g.,traumatic brain injury); h) Homebound; and, i) Alzheimer's or other Dementia. d. In order to comply with Targeting requirements, the Contractor must employ Outreach Strategies which may include, but are not limited to, locating target populations using Census or other resource data,translated printed materials, location of services in catchment areas for targeted populations,publicity to community-based groups, and minority staff/volunteers. 8. Equal Access a. The Contractor shall comply with requirements for equal access including language accessibility, nondiscrimination and concentration of services on target populations. b. The Contractor shall adopt staffing procedures which provide for services to be delivered in a language other than English in areas where a significant number of clients do not speak English as their principal language. C. The Contractor shall provide maximum accessibility to those older adults in greatest economic or social need, and ensure that new sites be free from architectural barriers that limit participation of disabled older individuals (NYS regulations, Title 9, Subtitle Y, §6652.2 (1) and Section 504 of the Rehabilitation Act of 1973). Accessibility requirements include provision of services and assistive devices (including assistive technology services and devices) designed to meet the unique needs of older individuals who are disabled, and of older individuals who provide uncompensated care to their adult children with disabilities. Providers must ensure that 8 of 39 pages ARTICLE I Law No. IFMS No. 000000009886 ' -Line'Item/Omnibus Grant 001-6777/JKD1-4980-95285 communications with individuals with disabilities are as effective as communications with others '(ADA, 28 CFR 35.160-35.164). For example, auxiliary aids and services may include: • For individuals who are deaf or hard of hearing: qualified interpreters, note takers, computer-aided transcription services, written materials, telephone handset amplifiers, assistive listening systems, telephones compatible with hearing aids, closed caption decoders, open and closed captioning,telecommunications devices for deaf persons (TDDs), videotext displays, and exchange of written notes. • For individuals with vision impairments: qualified readers,taped texts, audio recordings,Brailed materials, large print materials, and assistance in locating items. • For individuals with speech impairments: TDDs, computer terminals, speech synthesizers, and communication boards. d. Additionally, consistent with the Civil Rights Act of 1964, Title VI,the Title VI regulations, federal Executive Order 13166, and the NYS Human Rights Law. All AAAs and subcontractors are required by law to take reasonable steps to provide meaningful access to limited English proficient persons. All aging services providers, are obligated to provide reasonable, timely, and appropriate language assistance to the limited English proficiency(LEP)populations each serves. Mandated Action: The Contractor shall, at a minimum, maintain a telephonic interpretation service contract or similar community arrangement with a language interpretation services provider of their choice. The Contractor's staff for this Program with public contact must be aware of, and trained in the timely and appropriate use of, these language services. The Contractor shall also ensure that LEP persons are informed of the availability of language assistance, free of charge, by providing written notice in languages LEP persons will understand at service locations. 9. Reporting Requirements One(1) unit of service is equal to one (1) hour of residential repair/renovation service. a. The Contractor shall submit to the Department monthly reports covering program activity and expenses incurred during the reporting period. Such reports must be submitted to the Department by the eighth(8r'')day of the month following the period being reported, and be on a form specified by the Department and shall comply with all procedures required by the Department for the proper payment of vouchers and audits. b. Financial reports, or vouchers, also must never contain the names of the clients served,but may be coded to indicate the particular client served. C. The Contractor must at a minimum determine and maintain the following specific type of demographic information for each individual receiving services. Demographics The Contractor must at a minimum determine and maintain the following specific type of demographic information for each individual receiving services: • Name. • Sex. • Age. 9 of 39 pages ARTICLE I 0 Law No. IFMS No. 000000009886 i LineItem/Omnibus Grant 001-6777/JKD1-4980-95285 • Disabled/Frail. • Vulnerable. • Live Alone. • Low-income - The need resulting from an income level at or below the poverty threshold, as established by the Bureau of the Census and updated annually as follows: Size of Family Unit 150 % of Poverty Threshold 185 % of Povgrty Threshold 1 $18,735/year $23,106/year 2 $25,365/year $31,283/year • Minority. • Low-income Minority- those minority persons whose income is at or below the poverty threshold. 10. Incident Reporting a. The Contractor agrees to provide the Department with reports of all instances of claims, costs, damages, and injuries to persons or property of whatsoever kind arising out of services provided under this Agreement. All such notifications should be given to the Department immediately after the incident, if possible,but in no case longer than five (5) days after the incident. The Contractor further agrees to send the Department copies of all "notices of claim" or any other papers relating to litigation it receives relating to the program covered under this Contract. b. The Contractor will report, at least verbally to the Department, within twenty-four(24)hours any incidents involving the client, whether the incident requires medical attention or not. A written follow up of such incident shall be sent to the Department within five (5) days of occurrence. The Contractor will report any circumstances outside normal events that affect the well-being of the client, including deteriorating conditions and significant changes that might lead to unsafe conditions for the client. 11. Confidentiality Confidential records shall be maintained on each recipient. Reports, as required by the Department, should not contain the names of any clients, and identifying codes should be used to indicate particular clients served, if necessary. a. The Contractor agrees that no personal information obtained from an individual in conjunction with this program shall be disclosed in a form in which it is identified with the individual without such individual's written consent to such disclosure, except to the Department. b. In the case of a request by the Department for names and addresses of individuals participating in the program,the Contractor shall furnish such information as requested. Failure to comply with a request by the Department for such information shall be deemed a material breach of this Contract and shall result in a freeze on all monies due and owing to the Contractor until compliance by the Contractor. 10 of 39 pages ARTICLE I Law No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 12. Promotions and Advertisements a. It is the responsibility of the Contractor to provide publicity for the program and to have an identifying logo in equal sized lettering on any printed materials and on all brochures, flyers, and advertisements (including without limitation television graphics), and on Program vehicles, as follows: Funded by the New York State Office for the Aging and the Suffolk County Office for the Aging b. Any announcements of the Program on radio or television must identify funding in the same manner. C. The provisions of this paragraph supersede the provisions of paragraph 20 of Article III. 13. Contributions a. The Contractor may not impose a means test of eligibility. No income or asset information may be used to determine eligibility for service notwithstanding any other provisions of this Contract. Any Suffolk resident sixty(60)years of age or older is eligible to receive this service. b. The Contractor has the obligation to inform each recipient of the service, of the opportunity to make a completely voluntary and anonymous contribution toward the cost of the service. Service may not be denied,however, if a person is unable or unwilling to make a contribution. An audit trail of all incoming contributions received must be reported monthly. All contributions are used to expand the service. The letter sent to each recipient annually informing him/her of these facts must include the sources of funding for the program and must include the following information: Contributions to this (these) service(s) are completely voluntary and anonymous. Service will not be denied if you are unable or unwilling to contribute. Any contribution you wish to make will be used to expand the program and will be greatly appreciated. P. Individuals with self-declared incomes at or above one-hundred eighty-five percent(185%) of the federal poverty line will be encouraged to contribute at levels based on the actual cost of services. 14. Participant Comments & Satisfaction Surveys Pursuant to the NYS Office for the Aging Regulations Section 6654.8, the Contractor shall develop and implement procedures to obtain the views of program participants about the services they receive. Copies of records of such views shall be maintained for at least seven(7) program years and shall be available to the Department for inspection upon request. Such method shall respect the client's right to confidentiality. In any event, at conclusion of the service, but not less often than annually,the Contractor shall send each recipient an evaluation letter and survey in the form approved by the Department, informing him/her of the sources of funding for the program and including the following information: Contributions are welcomed and are used to expand this service. 11 of 39 pages ARTICLE I Law No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 15. Monitoring a. Financial Transactions The Department's staff and staff of the New York State Office for the Aging may examine or review evidence regarding the existence,timing and classification of financial transactions that are charged to the program for reimbursement. To obtain this evidence, such staff may examine documentary evidence, including financial statements, financial reports, and original records. Such staff may make physical verification by actually observing or counting certain assets (e.g., cash, equipment and supplies)to establish their physical existence. b. Program Subject to the limitations of client confidentiality, the contractor agrees to permit the Department's staff and staff of the New York Office for the Aging to review program records and to monitor training, supervision and services at any time. 16. Grievance Procedures In accordance with§306(a) (10)of the Older Americans Act,as amended(OAA),the Department has established a process for resolving complaints from older persons who are dissatisfied with or denied services funded. The Contractor shall comply with the requirements of the Grievance Procedures as set forth in Article IA-Grievance Procedures. 17. Certificate of Incorporation The Contractor(if not a town or other municipal corporation) shall furnish the Department with certified copies of its Certificate of Incorporation and bylaws, including any amendments thereto, at the time it signs this Contract,to the extent not already on file with the Department, and any amendments thereto during the term of this Contract promptly upon their adoption, and a list of the board members governing the Contractor from time to time. The Contractor shall not dissolve any existing corporation or establish any new corporation with the responsibility for the operation of the program without the prior written approval of the Department. 18: Contract Agency Performance Measures and Reporting Requirements—Local Law No. 41-2013 a. If payment under this Contract may exceed$50,000, it is subject to the requirements of Suffolk County Local Law No. 41-2013, a Local Law to Implement Performance Measurement to Increase Accountability and Enhance Service Delivery by Contract Agencies (Article VIII of Chapter 189 of the Suffolk County Code)as set forth in Article IV of this Contract entitled"Suffolk County Legislative Requirements." b. The Contractor shall cooperate with the Department in all aspects necessary to carry out the requirements of Local Law No. 41-2013. 12 of 39 pages ARTICLE I c 5 r t Law No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 19. SuffolkSTAT Beginning in the second month of the Contract Term for contracts subject to Suffolk County Local Law No. 41-2013, the Contractor shall submit monthly actual performance data, also known as key performance indicators ("Ms") for the prior month's data, and analysis of the Contract performance measures via the County's SuffolkSTAT application by linking onto http://suffolkstat.suffolkcoLTt),ngov no later than the 15th of each month of the Contract Term. No KPI's need to be reported for this contract. End of Text for Article I 13 of 39 pages ARTICLE I Law No. IFMS No. 000000009886 Line'Item/Omnibus Grant 001-6777/JKD1-4980-95285 Article IA Grievance Procedures 1. Purpose A. In accordance with § 306(a)(10) of the Older Americans Act, as amended(OAA), Suffolk County Office for the Aging has established the following process for resolving the complaints from older persons who are dissatisfied with or denied services funded under Title I_II of the Act. H. Notifyinst Participants of Right to File Grievance A. The Contractor shall notify participants and applicants of their right to file a grievance, as follows: 1) A summary of the procedures, including a statement that assistance to file shall be provided to older persons, must be prominently posted at service delivery sites or offices at which participants and service applicants apply for services. Summaries shall also be written in languages other than English where needed to serve the client/applicant population. 2) In-home services participants shall be informed of the grievance procedures through written and verbal statements provided to them upon assessment and/or reassessment for services. B. Denial of Service. Any participant or applicant who is denied Title III services must be given the reasons for the denial. For housekeeping, homemaker, home delivered meals, case management, and other services for which written applications are made,the denial shall be confirmed in writing and the applicant informed of the right to file a grievance and of the individual to whom the grievance shall be addressed. For congregate meals, transportation,recreation, and other services which are applied for by telephone or verbally in person, the client may be told of the right to file a grievance verbally. III. Grievance Process A. Filing of Grievance 1) Participants must submit their grievances in writing to the person(s)that has been designated by a service provider to conduct the initial review. The reviewer may be the director of the service provider agency, or any other person designated by such director who is not familiar with or otherwise involved in the particular grievance. 14 of 39 pages ARTICLE I Law No. ISMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKDI-4980-95285 2) The grievance should be filed within thirty(30) days of denial,reduction, or termination of services, or of the event or circumstance with which the participant is dissatisfied. The service provider may grant an extension for good cause shown. 3) The grievance should be filed on the enclosed form, which shall include a written statement setting forth in detail the date,time, and circumstances that are the basis of the complaint. B. Investigation and Response to Grievance 1) The designated reviewer who performs the initial review shall investigate the grievance. If appropriate, this may include meeting with the grievant and/or other persons involved in the action(s) complained of or in the denial of services. The reviewer shall review all pertinent facts and/or documents, and shall determine whether the complained-of agency action or determination was consistent with applicable federal and State laws, regulations, and policies. 2) The designated reviewer shall prepare and send a written response to the grievant within fifteen (15) days after the grievance is filed. The response shall set forth the circumstances relating to the grievance, the action requested by the grievant, the findings of the reviewer, a proposed remedial action, if any, and an explanation of the determination, including the facts relied upon. A copy of its decision must be forwarded to the Director of the Suffolk County Office for the Aging. 3) The designated reviewer shall create and maintain a Complaint File consisting of the grievance form, all documents and/or information relied upon in making a determination, and the written response described above. C. Appeal of Initial Response/Decision. If the complaint has been handled by a service provider agency under subcontract to the Suffolk County Office for the Aging and the grievant is not satisfied with the determination reached by such service provider, the grievant has the right to further review as follows: 1) The grievant may initiate a request for subsequent review by the Suffolk County Office for the Aging Director, P.O. Box 6100, Hauppauge,New York 11788-0099 within twenty(20) calendar days following receipt of notification by the service provider agency of its decision. 2) The Suffolk County Office for the Aging Director shall request, and the subcontractor agency shall provide, copies of the Complaint File. The Suffolk County Office for the Aging Director will review the materials to ensure that pertinent policies and procedures have been applied and followed. If appropriate,the Suffolk County Office for the Aging Director or his/her designee 15 of 39 pages ARTICLE I Law No. IFMS No. 000000009886 Lane Item/Omnibus Grant 001-6777/JKD1-4980-95285 will meet with the grievant to allow for an opportunity to present information about the grievance. 3) If policies and procedures have been adhered to, the Suffolk County Office for the Aging Director will not overturn the decision of its subcontractor agency. If proper policies and procedures have not been applied, the Suffolk County Office for the Aging reserves the right to overturn the decision. The subsequent review shall be completed within forty-five (45) days of receipt of the request by the grievant and the grievant will be promptly notified in writing of the result of the subsequent review. IV. Recordkeenin2 The service provider agency which is handling the grievance shall keep a file, for six (6)years, of all relevant documents and records. This shall include at a minimum: the initial grievance; any investigative reports; any written response submitted by the Suffolk County Office for the Aging or service provider agency; any documents or other records submitted by any party; the written Initial Response of the agency; and, if applicable, the notice to the grievant of the right to appeal. V. Confidentiality No information, documents, or records relating to a grievance shall be disclosed by program staff or volunteers in a form capable of identifying the grievant without the written informed consent of the grievant unless the disclosure is required by court order or program monitoring by authorized agencies. 16 of 39 pages ARTICLE I Law No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 COMPLAINT LETTER FORM Service Provider Letterhead Instructions Please complete both sides of this form. If assistance is needed in completing this form, you may contact (Name and phone). Completed forms should be sent to: Service Provider contact person and address This form must be filed within (30) calendar days of the event or action complained of unless you are granted an extension for good cause. I am requesting a review of the following grievance: ❑ I was denied service. ❑ I am not satisfied with the quality of service or an activity provided by your agency or by your service provider. ❑ I have the following grievance (briefly describe): Date/estimated date of the event or action complained of: Please describe in details what happened or what your grievance is (if you need extra space,use back side of this form): 17 of 39 pages ARTICLE I Law No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 Please state, if you know, what relief you are seeking: Signed: Name (print): Date: Address: Phone Number: End of Text for Article I 18 of 39 pages ARTICLE I Law No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKDI-4980-95285 Contractor's Proposal and Response for Targeting and Equal Access 19 of 39 pages ARTICLE I ,KAREN M[CLAUGHLIN Nutrition Program Town Director of Human ® Home Delivered Meals Case Management Services Town of SoutholdEssential Transportation P.O. Box 85 ' Senior Adult Day Care � .� ;; ,. , ' ,., � 750 Pacific Street Alzheimer's Day Care Mattituck,NY 11952 �� � Telephone Reassurance Tel. (631)298-4460 Residential Repair Fax(631) 298-4462 SOUTHOLD TOWN RESIDENTIAL REPAIR PROGRAM Program Narrative 4/1/19 - 3/31/20 The Residential Repair program is a service designed to help keep elderly residents safely in their homes by assisting with minor repairs and eliminating existing safety hazards. The population of aged 60+residents in Southold Town is approximately 32.23% according to 2010 census data. The program provided 693 units of service to 126 seniors for the 2018/19 program year to date. Targeting and expanded minority outreach efforts will continue to be a major priority for the upcoming year. According to the 2010 U.S. Census, 3.47% of the elderly residents in Southold Town are minority. Southold Town Senior Services will ensure access for services to the four target groups which have the greatest economic and social needs. These groups include minorities, low income, frail and vulnerable persons aged 60 and older. Targeting groups for improved service will also include those with Limited English Proficiency (LEP), lesbian, gay, bisexual, and transgender(LGBT) older adults. To date 2.38% of minority clients were served which is below our minority targeting goal of 3.47%. Efforts to reach these target groups will be intensified this year, with a major focus on census areas with greatest composition of minority elders. We recently partnered with Family Service League of Suffolk County on their proposal with NYSOFA for a NNORC (Neighborhood Naturally Occurring Retirement Community). The proposed catchment area is Greenport which has a high minority population density. If the application is successful,we will have the opportunity to work collaboratively with other agencies and increase our visibility with underserved minorities. Ensuring equal access to languages services for all is a high priority and is achieved through a contract that has been established with Geneva Worldwide Language Services. Staff is aware of and trained in the timely and appropriate use of these languages services. As a contractor with SCOFA, we will fully comply with requirements of both the Equal Access to Services and Targeting Policy (12-PI 08) and the Telephonic Interpretation Policy(12-IM-03)to meet our goal of increasing access to the most vulnerable elderly,particularly those with limited English proficiency. Staff will ensure that those with limited English proficiency (LEP) are informed of the availability of FREE language interpretation assistance by providing written notice in languages the LEP person will understand at service locations. In addition,signs are posted at the entrance of our senior center that highlight this free service available to all seniors. We will also provide information on the Town's website and issue a press release informing Southold residents, community service organizations and local churches about the available language assistance. Access will also be provided via the Southold Town Justice Court's comprehensive list of court interpreters available pursuant to section 387 of the Judiciary Law. In addition to our existing print outreach activities of brochures, newspapers, senior center menus and activity calendars and we are featured in Eastern Long Island Hospital's Seniors Options and Solutions Program newsletter that enjoys town wide distribution. The website for the Town of Southold www.southoldto3nU.gov is a great resource and all activities,program announcements and updates are posted weekly. Important links for programs and services and related forms can be easily accessed. We have also retained WLNG Radio to provide multiple daily announcements about Residential Repair and the other important programs and services we provide to seniors. We have increased visibility and expanded access to our services by working more closely with other Town Departments and service providers. For example we worked closely with Supervisor Russell on a recent community education program on carbon monoxide and fire safety. Through a community development block grant,we were able to purchase almost two hundred CO/Smoke detectors for installation this year by our Residential Repair Workers as a follow up to this very important program. Our Residential Repair Coordinator will continue to work collaboratively with Senior Citizens Program Supervisor and Peer Place Assessors to address unmet needs for home delivered and congregate dining participants. We regularly install smoke and carbon monoxide detectors and grab bars for seniors. Community Action for Southold Town's Director, Cathy Demeroto, continues to communicate with our staff on referrals involving individuals 60 years of age and older and rotates through our community services room at the center to improve service access to vulnerable seniors. On April 14, 2019 we will be are participating in the first international health fair sponsored by CAST, ELIH, Stony Brook Medicine and School of Dental Medicine and the Town of Southold. As they serve a large minority population, working more closely with CAST should improve our minority outreach. The Nassau Suffolk Hospital Council Aged, Blind and Disabled Health Insurance/Benefits Assistance Program provides a monthly rotation in our community services office and their advocates provide information on our services to program participants aged 60 and older. Lastly, local pharmacies have been providing information on our service to seniors and have been referring customers to Residential Repair for installation of grab bars and other home safety equipment. The Town also assists income eligible seniors with necessary modifications through the home repair program funded with community development block grant funds. The Town launched the portable ramp loan program in April 2016 which provides portable suitcase ramps to assist seniors and their caregivers and/or families in accessing their homes after temporary illness or injury. The purpose of the ramp program is to assist caregivers of seniors for short term use only and are not intended for independent use or long term disability. The 15 ramps and storage shed were purchased through Community Development Block Grant funding. Hospital discharge planners and local home health providers have been notified about this important program. Our Residential Repair Workers are responsible for installation of portable ramps. To date we have installed and removed 20 ramps. In 2010 Southold Senior Services partnered with the North Fork Woman for Woman Fund in their NYSOFA's Community Empowerment Aging in Place Grant Program to expand and enhance awareness of available services to the lesbian community on the North Fork. The SAGE organization provided services and activities and services to the LGBT community on the North Fork initially in 2011. While they no longer provide direct services on site, we do provide SAGE's print information to seniors and post all announcements regarding events and programs on our community bulletin board. We also make direct referrals to anyone needing their services. Additional outreach efforts include: • Program highlighted in the Town-wide newsletter. • Residential Repair program information is featured in the Town's Recreation brochure which is mailed to all residents on a quarterly basis. © Brochures placed around town, in pharmacies,medical offices, & libraries. • Featured in the Suffolk Times Newspaper in articles, columns and editorials. • Referrals from HDM assessors for the homebound meals-on-wheels participants. Home safety is reviewed with each client on our home visits and incorporated into all care plans. • Informational presentations to monthly on-site caregivers' group/Alzheimer's Support Group by our Adult Day Care Supervisor who provides updated information on all senior service programs. • Featured regularly on our monthly menu. • Word of mouth from satisfied seniors. • Church Bulletins. • Regular informational presentations provided to community organizations and Churches by Director and/or Senior Citizens Center Manager. • Featured on Southold Town Government Cablevision Channel 22. • Announcements at the local senior meetings and monthly VIP (Visually Impaired Persons) group. • Multiple daily(paid) announcements provided on WING Radio highlighting regular programs and services and special events. Our projected unduplicated count of clients for the upcoming year will be 135 with an anticipated 800 units of service with projected contributions of$2,000.00. The procedure for implementing this program will be carried out through Senior Services. Referrals are received from HDM assessors, adult day care staff, seniors, family members, caregivers,physicians, other outside agencies and individuals. Referrals will be taken at the Senior Center and appointments made for our Residential Repair Worker to inspect any work and prepare a materials list along with a description of work to be performed. Our Residential Repair Worker will present the prepared list to the potential client along with the amount of money required for materials. If approved by the client, an appointment will be made by the Senior Center for the Residential Repair Worker to complete the work. A materials purchase record will be provided to the client and signed by both the client and worker. The Residential Repair Worker will then perform the repair duties, oversee the work done and inspect upon completion. Upon completion, a letter will be sent along with a client comment form. The letter will indicate that all contributions to the program are voluntary and confidential and that no one will be denied service because of inability or unwillingness to pay and all contributions are used to enhance the program. Cheryl Kaswell,Residential Repair Coordinator, will schedule appointments, facilitate client contact,time sheet records, materials records and monthly reports to the Suffolk County Office for the Aging. The Town Director of Human Services will oversee implementation and direction of the program and be responsible for client service, accuracy and timeliness of reporting and expenditures. The vouchering process takes place in the Accounting Department by the Deputy Town Comptroller, Connie Solomon. Law,No. IFMS No.000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 Article II d. the Contractor's failure to comply with any Definitions Federal,State or local law,rule,or regulation,and County policies or directives;or 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 "Audit of Financial Statements"means the examination by Financial Statements;or the Comptroller and any Federal or State auditing authority of the financial statements of the Contractor resulting in the g. the Contractor's falsification of records or reports, publication of an independent opinion on whether or not those misuse of funds,or malfeasance or nonfeasance in financial statements are relevant,accurate,complete,and fairly financial record keeping arising out of, or in presented. connection with,any contract with the County;or "Budget"means the Contractor's summary or plan of all h. the Contractor's failure to submit, or failure to intended revenue,whether received in the form of fees,grants,County timely submit,documentation to obtain Federal or funding,or any other source,and expenditures necessary to render the State funds;or Services. i. the inability of the County or the Contractor to "Budget Deficiency Plan" means an analysis of the cost of the obtain Federal or State funds due to any act or Services,changes in fiscal conditions,and required modifications to the omission of the Contractor;or Contract to continue to render the Services. j. any condition that the County determines, in its "Comptroller"means the Comptroller of the County of Suffolk. sole discretion,is dangerous. "Contract"means all terms and conditions of this Contract forming all k. the failure to comply with Local Law 41-2013 and rights and obligations of the Contractor and the County. related contractual requirements. "Contractor" means the signatory corporation, its officers, officials, "Federal"means the United States government, its departments, and employees, agents, servants, sub-contractors, volunteers, and any agencies, successor or assign of any one or more of the foregoing performing the Services. "Fringe Benefits"means non-wage benefits which accompany,or are in addition to, a person's salary, such as paid insurance, sick leave, "County"means the County of Suffolk,its departments,and agencies. profit-sharing plans,paid holidays,and vacations. "County Attorney" means the County Attorney of the County of "Fund Source" means any direct or indirect sum payable to the Suffolk. Contractor by the County pursuant to any lawful obligation. "Department"means the signatory department approving the Contract. "Legislature"means the Legislature of the County of Suffolk. "Engineering Services" means the definition of the practice of "Management Letter" means a letter certified as true by the engineering and the definition of practice of land surveying,as the case Contractor's certified public accountant or chief financial officer of may be,under Section 7201 and Section 7203 of the State Education findings and recommendations for improvements in internal fiscal Law,respectively. control that were identified during an Audit of Financial Statements,but 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 required of it under paragraphs 1(b)-(e)of Article "Services"means all that which the Contractor must do,and any part III of the Contract;or thereof arising out of,or in connection with,the Contract as described in Article I"Description of Services." b. the Contractor's failure to maintain the amount and types of insurance with an authorized insurer as "State"means the State of New York. required by the Contract;or "Statement of Other Contracts" means a complete list of all other C. the Contractor's failure to maintain insurance contracts under which money has been or will be paid to the Contractor required by the Contract with an insurer that has from the County, Federal, or State governments, or a Municipal designated the New York Superintendent of Corporation, and (i) which are currently in effect or(ii) which have Insurance as its lawful agent for service of process; expired within the past twelve(12)months and have not been renewed. or 20 of 39 pages ARTICLE II Law.No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 "Suffolk County Payment Voucher"means the document authorized and required by the Comptroller for release of payment. "Term"means the time period set forth on page one of the Contract and,if exercised by the County,the option period. 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 21 of 39 pages ARTICLE II Law-No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 Article III Contract remains to be performed, and the General Terms and Conditions termination of the license does not affect the Contractor's ability to render the Services, every 1. Contractor Responsibilities other term and provision of the Contract shall be valid and enforceable to the fullest extent permitted a. Duties and Obligations by law. i.) It shall be the duty of the Contractor to d. Documentation of Professional Standards discharge, or cause to be discharged, all of its responsibilities,and to administer funds received in The Contractor shall maintain on file, in one location in the interest of the County in accordance with the Suffolk County, all records that demonstrate that it has provisions of the Contract. complied with sub-paragraphs(b)and(c)above. The address of the location of the aforesaid records and documents shall ii.) The Contractor shall promptly take all be provided to the County no later than the date of execution action as may be necessary to render the Services. of the Contract. Such documentation shall be kept, maintained,and available for inspection by the County upon iii.) The Contractor shall not take any action twenty-four(24)hours notice. that is inconsistent with the provisions of the Contract. e. Credentialing iv.) Services provided under this Contract i.) In the event that the Department,or any shall be open to all residents of the County. division thereof,maintains a credentialing process to qualify the Contractor to render the Services,the b. Qualifications, Licenses, and Professional Contractor shall complete the required Standards credentialing process. In the event that any State credential, registration, certification or license, The Contractor represents and warrants that it has,and shall Drug Enforcement Agency registration, or continuously possess,during the Term,the required licensing, Medicare or Medicaid certification is restricted, education,knowledge,experience,and character necessary to suspended,or temporarily or permanently revoked, qualify it to render the Services. it is the duty of the Contractor to contact the Department,or division thereof,as the case may be, The Contractor shall continuously have during the Term all in writing, no later than three(3) days after such required authorizations, certificates, certifications, restriction,suspension,or revocation. registrations,licenses,permits,and other approvals required by Federal, State, County, or local authorities necessary to ii.) The Contractor shall forward to the qualify it to render the Services. Department,or division thereof,as the case may be, on or before July 1 of each year during the Term,a C. Notifications complete list of the names and addresses of all persons providing the Services, as well as their i.) The Contractor shall immediately notify respective areas of certification, credentialing, the County, in writing, of any disciplinary registration,and licensing. proceedings, commenced or pending, with any authority relating to a license held by any person f. Engineering Certificate necessary to qualify him,her,or the Contractor to perform the Services. In the event that the Contract requires any Engineering Services,the Contractor shall submit to the County,no later ii.) In the event that a person is no longer than the due date for submission for approval of any licensed to perform the Services, the Contractor engineering work product, the Certificate of Authorization must immediately notify the County, but in no ("Certificate"), issued pursuant to § 7210 of the New York event shall such notification be later than five(5) Education Law,of every person performing any Engineering days after a license holder has lost the license Services The failure to file, submit, or maintain the required to qualify the license holder or the Certificate shall be grounds for rejection of any engineering Contractor to perform the Services. work product submitted for approval. iii.) In the event that the Contractor is not 2. Termination able to perform the Services due to a loss of license,the Contractor shall not be reimbursed for a. Thirty Days Termination the Services rendered after the effective date of termination of such license. Without limiting the The County shall have the right to terminate the Contract generality of the foregoing, if any part of the without cause,for any reason,at any time,upon such terms 22 of 39 pages ARTICLE III Law,No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 and conditions it deems appropriate,provided,however,that no such termination shall be effective unless the Contractor is b. The Contractor hereby represents and warrants that given at least thirty(30)days'notice. it will not infringe upon any copyright in performing the Services. The Contractor agrees that it shall protect, b. Event of Default;Termination on Notice indemnify,and hold harmless the County,its agents,servants, officials,and employees from and against all liabilities,fines, i.) The County may immediately terminate penalties, actions, damages, claims, demands, judgments, the Contract, for cause, upon such terms and losses,suits or actions,costs,and expenses arising out of any conditions it deems appropriate, in the Event of claim asserted for infringement of copyright, including Default. reimbursement of the cost of reasonable attorneys' fees incurred by the County, its agents, servants, officials, and ii.) If the Contractor defaults under any other employees in any action or proceeding arising out of or in provision of the Contract, the County may connection with any claim asserted for infringement of terminate the Contract, on not less than five (5) copyright. days' notice, upon such terms and conditions it deems appropriate. C. The Contractor shall defend the County,its agents, servants, officials, and employees in any proceeding or C. Termination Notice action, including appeals, arising out of, or in connection with, the Contract, and any copyright infringement Any notice providing for termination shall be delivered as proceeding or action.Alternatively,at the County's option, provided for in paragraph 27 of this Article III. the County may defend any such proceeding or action and require the Contractor to pay reasonable attorneys' fees or d. Duties upon Termination salary costs of County employees of the Department of Law for the defense of any such suit. i.) The Contractor shall discontinue the Services as directed in the termination notice. 4. Insurance ii.) Subject to any defenses available to it, a. The Contractor shall continuously maintain,during the County shall pay the Contractor for the the Term of the Contract,insurance in amounts and types as Services rendered through the date of termination. follows: iii.) The County is released from any and all liability under the Contract,effective as of the date i.) Commercial General Liability insurance, of the termination notice. including contractual liability coverage, in an amount not less than Two Million Dollars iv.) Upon termination, the Contractor shall ($2,000,000.00) per occurrence for bodily injury reimburse the County the balance of any funds and Two Million Dollars ($2,000,000.00) per advanced to the Contractor by the County no later occurrence for property damage. The County shall than thirty (30) days after termination of the be named an additional insured. Contract. The provisions of this subparagraph shall survive the expiration or termination of the ii.) Automobile Liability insurance (if any Contract. non-owned or owned vehicles are used by the Contractor in the performance of the Contract)in V.) Nothing contained in this paragraph shall an amount not less than Five Hundred Thousand be construed as a limitation on the County's rights Dollars($500,000.00)per person,per accident,for set forth in paragraphs 1(c) (iii) and 8 of this bodily injury and not less than One Hundred Article III. Thousand Dollars ($100,000.00) for property damage per occurrence.The County shall be named 3. Indemnification and Defense an additional insured. a. The Contractor shall protect,indemnify,and hold iii.) Workers'Compensation and Employer's harmless the County, its agents, servants, officials, and Liability insurance in compliance with all employees from and against all liabilities, fines, penalties, applicable New York State laws and regulations actions,damages,claims,demands,judgments,losses,suits and Disability Benefits insurance, if required by or actions, costs, and expenses caused by the negligence or law. The Contractor shall furnish to the County, any acts or omissions of the Contractor, including prior to its execution of the Contract, the reimbursement of the cost of reasonable attorneys' fees documentation required by the State of New York incurred by the County, its agents, servants, officials, and Workers' Compensation Board of coverage or employees in any action or proceeding arising out of, or in exemption from coverage pursuant to§§57 and 220 connection with,the Contract. of the Workers'Compensation Law. In accordance 23 of 39 pages ARTICLE III Law.No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 with General Municipal Law §108, the Contract construed as creating a principal-agent relationship between shall be void and of no effect unless the Contractor the County and the Contractor or the Contractor and the shall provide and maintain coverage during the County,as the case may be. Term for the benefit of such employees as are required to be covered by the provisions of the 6. Severability Workers'Compensation Law. It is expressly agreed that if any term or provision of this iv.) Professional Liability insurance in an Contract, or the application thereof to any person or amount not less than Two Million Dollars circumstance, shall be held invalid or unenforceable to any ($2,000,000.00) on either a per-occurrence or extent, the remainder of the Contract, or the application of claims-made coverage basis. such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable,shall not b. The County may mandate an increase in the liability be affected thereby,and every other term and provision of the limits set forth in the immediately preceding paragraphs Contract shall be valid and shall be enforced to the fullest (4)(a)(i),(ii),and(iv). extent permitted by law. C. All policies providing such coverage shall be issued by insurance companies authorized to do business in New York with an A.M.Best rating of A-or better. 7. Merger;No Oral Changes d. The Contractor shall furnish to the County,prior to It is expressly agreed that the Contract represents the entire the execution of the Contract, declaration pages for each agreement of the parties and that all previous understandings policy of insurance, other than a policy for commercial are herein merged in the Contract. No modification of the general liability insurance, and upon demand, a true and Contract shall be valid unless in written form and executed by certified original copy of each such policy evidencing both parties. compliance with the aforesaid insurance requirements. 8. Set-Off Rights e. In the case of commercial general liability insurance the Contractor shall furnish to the County, prior to the The County shall have all of its common law,equitable,and execution of the Contract, a declaration page or insuring statutory rights of set-off. These rights shall include,but not agreement and endorsement page evidencing the County's be limited to,the County's option to withhold from a Fund status as an additional insured on said policy, and upon Source an amount no greater than any sum due and owing to demand, a true and certified original copy of such policy the County for any reason. The County shall exercise its set- evidencing compliance with the aforesaid insurance off rights subject to approval by the County Attorney. In requirements. cases of set-off pursuant to a Comptroller's audit,the County shall only exercise such right after the finalization thereof, f. All evidence of insurance shall provide for the and only after consultation with the County Attorney. County to be notified in writing thirty(30)days prior to any cancellation,nonrenewal,or material change in the policy to 9. Non-Discrimination in Services which such evidence relates. It shall be the duty of the Contractor to notify the County immediately of any a. The Contractor shall not, on the grounds of race, cancellation,nonrenewal,or material change in any insurance creed, color, national origin, sex, age, disability, sexual policy. orientation,military status,or marital status g. In the event the Contractor shall fail to provide i.) deny any individual the Services evidence of insurance,the County may provide the insurance provided pursuant to the Contract;or required in such manner as the County deems appropriate and ii.) provide the Services to an individual that deduct the cost thereof from a Fund Source. is different, or provided in a different manner, from those provided to others h. If the Contractor is a Municipal Corporation and pursuant to the Contract;or has a self-insurance program under which it acts as a self- iii.) subject an individual to segregation or insurer for any of such required coverage,the Contractor shall separate treatment in any matter related provide proof, acceptable to the County, of self-funded to the individual's receipt of the Services coverage. provided pursuant to the Contract;or iv.) restrict an individual in any way from 5. Independent Contractor any advantage or privilege enjoyed by others receiving the Services provided The Contractor is not, and shall never be, considered an pursuant to the Contract;or employee of the County for any purpose. Notwithstanding treat an individual differently from others anything contained in this Contract,the Contract shall not be in determining whether or not the 24 of 39 pages ARTICLE III ` Law No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 individual satisfies any eligibility or whether or when a conflict may potentially exist shall other requirements or conditions which ultimately be made by the County Attorney after full individuals must meet in order to receive disclosure is obtained. the Services provided pursuant to the Contract. 14. Cooperation on Claims b. The Contractor shall not utilize criteria or methods The Contractor and the County shall render diligently to each of administration which have the effect of subjecting other, without compensation, any and all cooperation that individuals to discrimination because of their race, creed, may be required to defend the other party,its employees and color,national origin,sex,age,disability,sexual orientation, designated representatives, against any claim, demand or military status, or marital status, or have the effect of action that may be brought against the other party, its substantially impairing the Contract with respect to employees or designated representatives arising out of,or in individuals of a particular race,creed,color,national origin, connection with,the Contract. sex, age, disability, sexual orientation, military status, or marital status,in determining: 15. Confidentiality i.) the Services to be provided;or Any document of the County,or any document created by the Contractor and used in rendering the Services,shall remain ii.) the class of individuals to whom,or the the property of the County and shall be kept confidential in situations in which,the Services will be accordance with applicable laws,rules,and regulations. provided;or 16. Assignment and Subcontracting iii.) the class of individuals to be afforded an opportunity to receive the Services. a. The Contractor shall not delegate its duties under the Contract,or assign,transfer,convey,subcontract,sublet, 10. Nonsectarian Declaration or otherwise dispose of the Contract,or any of its right,title or interest therein, or its power to execute the Contract, or The Services performed under the Contract are secular in assign all or any portion of the moneys that may be due or nature. No funds received pursuant to the Contract shall be become due hereunder, (collectively referred to in this used for sectarian purposes or to further the advancement of paragraph 16 as"Assignment"),to any other person,entity or any religion. The Services will be available to all eligible thing without the prior written consent of the County,and any individuals regardless of religious belief or affiliation. attempt to do any of the foregoing without such consent shall be void ab initio. 11. Governing Law b. Such Assignment shall be subject to all of the The Contract shall be governed by, and construed in provisions of the Contract and to any other condition the accordance with,the laws of the State of New York,without County requires. No approval of any Assignment shall be regard to conflict of laws. Venue shall be designated in the construed as enlarging any obligation of the County under the Supreme Court, Suffolk County, the United States District terms and provisions of the Contract. No Assignment of the Court for the Eastern District of New York,or,if appropriate, Contract or assumption by any person of any duty of the a court of inferior jurisdiction in Suffolk County. Contractor under the Contract shall provide for,or otherwise be construed as, releasing the Contractor from any term or 12. No Waiver provision of the Contract. It shall not be construed that any failure or forbearance of the 17. Changes to Contractor County to enforce any provision of the Contract in any particular instance or instances is a waiver of that provision. a. The Contractor may,from time to time,only with Such provision shall otherwise remain in full force and effect, the County's written consent,enter into a Permitted Transfer notwithstanding any such failure or forbearance. For purposes of the Contract,a Permitted Transfer means: 13. Conflicts of Interest i.) if the Contractor is a partnership, the withdrawal or change, whether The Contractor shall not,during the Term,pursue a course of voluntary,involuntary or by operation of conduct which would cause a reasonable person to believe law, of the partners, or transfer of that he or she is likely to be engaged in acts that create a partnership interests (other than the substantial conflict between its obligations under the Contract purchase of partnership interests by and its private interests. The Contractor is charged with the existing partners,by the partnership itself duty to disclose to the County the existence of any such or the immediate family members by adverse interests, whether existing or potential. This duty reason of gift, sale or devise), or the shall continue as long as the Term.The determination as to dissolution of the partnership without 25 of 39 pages ARTICLE III t LawNo. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 immediate reconstitution thereof,and described under Article II of Chapter 189 of the Suffolk County Code. The County shall grant or deny its consent to ii.) if the Contractor is a closely held any request of a Permitted Transfer within twenty(20)days corporation (i.e. whose stock is not after delivery to the County of the Transfer Notice, in publicly held and not traded through an accordance with the provisions of Paragraph 27 of Article III exchange or over the counter): of the Contract. If the County shall not give written notice to the Contractor denying its consent to such Permitted Transfer 1. the dissolution, merger, (and setting forth the basis for such denial in reasonable consolidation or other detail)within such twenty(20)-day period,then the County reorganization of the shall be deemed to have granted its consent to such Permitted Contractor;and Transfer. 2. the sale or other transfer of e. Notwithstanding the County's consent, twenty percent(20%)or more of the shares of the Contractor i.) the terms and conditions of the Contract (other than to existing shall in no way be deemed to have been shareholders, the corporation waived or modified;and itself or the immediate family members of shareholders by ii.) such consent shall not be deemed reason of gift,sale or devise). consent to any further transfers. b. If the Contractor is a not-for-profit corporation,a 18. No Intended Third Party Beneficiaries change of twenty percent (20%) or more of its shares or members shall be deemed a Permitted Transfer. The Contract is entered into solely for the benefit of the County and the Contractor. No third party shall be deemed a C. The Contractor shall notify the County in writing, beneficiary of the Contract and no third party shall have the which notice(the"Transfer Notice")shall include: right to make any claim or assert any right under the Contract. i.) the proposed effective date of the 19. Certification as to Relationships Permitted Transfer, which shall not be less than thirty(30)days nor more than The Contractor certifies under penalties of perjury that,other one hundred eighty(180)days after the than through the funds provided in the Contract and other date of delivery of the Transfer Notice; valid agreements with the County,there is no known spouse, life partner, business, commercial, economic, or financial ii.) a summary of the material terms of the relationship with the County or its elected officials. The proposed Permitted Transfer; Contractor also certifies that there is no relationship within the third degree of consanguinity, between the Contractor, iii.) the name and address of the proposed any of its partners, members, directors, or shareholders transferee; owning five(5%)percent or more of the Contractor,and the County. The foregoing certification shall not apply to a iv.) such information reasonably required by contractor that is a municipal corporation or a government the County, which will enable the entity. County to determine the financial responsibility,character, and reputation 20. Publications of the proposed transferee,nature of the proposed assignee/transferee's business Any book,article,report,or other publication related to the and experience; Services provided pursuant to this Contract shall contain the following statement in clear and legible print: V.) all executed forms required pursuant to Article IV of the Contract, that are "This publication is fully or partially funded required to be submitted by the by the County of Suffolk." Contractor;and 21. Copyrights and Patents vi.) such other information as the County may reasonably require. a. Copyrights d. The County agrees that any request for its consent Any and all materials generated by or on behalf of the to a Permitted Transfer shall be granted, provided that the Contractor while performing the Services(including,without transfer does not violate any provision of the Contract, and limitation,designs,images,video,reports,analyses,manuals, the transferee has not been convicted of a criminal offense as films,tests,tutorials,and any other work product of any kind) 26 of 39 pages ARTICLE III �A Law,No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKDI-4980-95285 and all intellectual property rights relating thereto ("Work Product")are and shall be the sole property of the County. The Contractor hereby assigns to the County its entire right, title and interest,if any,to all Work Product,and agrees to do 23. Lawful Hiring of Employees Law in Connection with all acts and execute all documents,and to use its best efforts Contracts for Construction or Future Construction to ensure that its employees, consultants, subcontractors, vendors and agents do all acts and execute any documents, In the event that the Contract is subject to the Lawful Hiring necessary to vest ownership in the County of any and all of Employees Law of the County of Suffolk,Suffolk County Work Product. The Contractor may not secure copyright Code Article II of Chapter 353,as more fully set forth in the protection. The County reserves to itself,and the Contractor Article entitled"Suffolk County Legislative Requirements," hereby gives to the County, and to any other person the Contractor shall maintain the documentation mandated to designated by the County, consent to produce, reproduce, be kept by this law on the construction site at all times. publish,translate,display or otherwise use the Work Product. Employee sign-in sheets and register/log books shall be kept This paragraph shall survive any completion, expiration or on the construction site at all times and all covered termination of this Contract. employees, as defined in the law, shall be required to sign such sign-in sheets/register/log books to indicate their The County shall be deemed to be the author of all the Work presence on the construction site during such working hours. Product. The Contractor acknowledges that all Work Product shall constitute "work made for hire" under the U.S. 24. Certification Regarding Lobbying copyright laws. To the extent that any Work Product does not constitute a "work made for hire," the Contractor hereby Together with this Contract and as a condition precedent to assigns to the County all right,title and interest,including the its execution by the County, the Contractor shall have right, title and interest to reproduce, edit, adapt, modify or executed and delivered to the County the Certification otherwise use the Work Product, that the Contractor may Regarding Lobbying (if payment under this Contract may have or may hereafter acquire in the Work Product,including exceed $100,000) as required by Federal regulations, and all intellectual property rights therein, in any manner or shall promptly advise the County of any material change in medium throughout the world in perpetuity without any of the information reported on such Certification, and compensation. This includes,but is not limited to,the right shall otherwise comply with, and shall assist the County in to reproduce and distribute the Work Product in electronic or complying with, said regulations as now in effect or as optical media,or in CD-ROM,on-line or similar format. amended during the term of this Contract. b. Patents 25. Record Retention If the Contractor develops, invents, designs or creates any The Contractor shall retain all accounts,books,records,and idea, concept, code, processes or other work or materials other documents relevant to the Contract for seven(7)years during the Term, or as a result of any Services performed after final payment is made by the County. Federal, State, under the Contract("patent eligible subject matter"),it shall and/or County auditors and any persons duly authorized by be the sole property of the County. The Contractor hereby the County shall have full access and the right to examine any assigns to the County its entire right,title and interest,if any, of said materials during said period. Such access is granted to all patent eligible subject matter,and agrees to do all acts notwithstanding any exemption from disclosure that may be and execute all documents, and to use its best efforts to claimed for those records which are subject to nondisclosure ensure that its employees, consultants, subcontractors, agreements, trade secrets and commercial information or vendors and agents do all acts and execute any documents, financial information that is privileged or confidential necessary to vest ownership in the County of any and all Without limiting the generality of the foregoing, records patent eligible subject matter. The Contractor may not apply directly related to contract expenditures shall be kept for a for or secure for itself patent protection. The County reserves period of ten(10)years because the statute of limitations for to itself,and the Contractor hereby gives to the County,and the New York False Claims Act(New York False Claims Act to any other person designated by the County, consent to § 192)is ten(10)years. produce or otherwise use any item so discovered and/or the right to secure a patent for the discovery or invention. This 26. Contract Agency Performance Measures and Reporting paragraph shall survive any completion, expiration or Requirements—Local Law No.41-2013 termination of this Contract. a. If payment under this Contract may exceed 22. Arrears to County $50,000,it is subject to the requirements of Suffolk County Local Law No. 41-2013, a Local Law to Implement Contractor warrants that, except as may otherwise be Performance Measurement to Increase Accountability and authorized by agreement, it is not in arrears to the County Enhance Service Delivery by Contract Agencies(Article VIII upon any debt,contract,or any other lawful obligation,and is of Chapter 189 of the Suffolk County Code)as set forth in not in default to the County as surety. Article IV entitled "Suffolk County Legislative Requirements." 27 of 39 pages ARTICLE III Law,No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 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 monthly reports regarding the Contractor's performance relative to the established criteria, on dates and times as specified by the Department,as more fully set forth in Article I and Article IV of this Contract. C. The Contractor shall submit an annual report to the Department regarding the Contractor's performance no later than July 31 of each year of the Term.All performance data and reports will be subject to audit by the Comptroller. 27. Notice Unless otherwise expressly provided,all notices shall be in writing and shall be deemed sufficiently given if sent by 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 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 28 of 39 pages ARTICLE III Law-No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 LIVING WAGE CERTIFICATION/DECLARATION- Article IV SUBJECT TO AUDIT." Suffolk County Legislative Requirements 3. Use of County Resources to Interfere with Collective NOTE: THE CONTRACTOR'S COMPLETED LEGISLATIVE Bargaining Activities REQUIREMENTS FORMS REFERENCED HEREIN ARE It shall be the duty of the Contractor to read,become familiar 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. 1. Contractor'sNendor's Public Disclosure Statement County Contractors (as defined by section 803-2) shall comply with all requirements of Chapter 803 of the Suffolk It shall be the duty of the Contractor to read,become familiar County Code,including the following prohibitions: with, and comply with the requirements of section A5-8 of Article V of the Suffolk County Code. a. The Contractor shall not use County funds to assist, promote,or deter union organizing. Unless certified by an officer of the Contractor as being exempt from the requirements of section A5-8 of Article V of b. No County funds shall be used to reimburse the the Suffolk County Code, the Contractor represents and Contractor for any costs incurred to assist,promote, warrants that it has filed with the Comptroller the verified or deter union organizing. public disclosure statement required by Suffolk County Administrative Code Article V,section A5-8 and shall file an C. No employer shall use County property to hold a update of such statement with the Comptroller on or before meeting with employees or supervisors if the the 31st day of January in each year of the Contract's purpose of such meeting is to assist, promote, or duration. The Contractor acknowledges that such filing is a deter union organizing. material,contractual and statutory duty and that the failure to file such statement shall constitute a material breach of the If the Services are performed on County property, the Contract, for which the County shall be entitled, upon a Contractor must adopt a reasonable access agreement, a determination that such breach has occurred,to damages,in neutrality agreement, fair communication agreement, non- addition to all other legal remedies,of fifteen percent(15%) intimidation agreement, and a majority authorization card of the amount of the Contract. agreement. Required Form: If the Services are for the provision of human services and are Suffolk County Form SCEX 22; entitled not to be performed on County property,the Contractor must "Contractor'sNendor's Public Disclosure Statement" adopt,at the least,a neutrality agreement. 2. Living Wage Law Under the provisions of Chapter 803,the County shall have the authority,under appropriate circumstances,to terminate It shall be the duty of the Contractor to read,become familiar the Contract and to seek other remedies as set forth therein, with, and comply with the requirements of Chapter 575,of for violations of this Law. the Suffolk County Code. Required Form: This Contract is subject to the Living Wage Law of the Suffolk County Labor Law Form DOL-LO1;entitled"Suffolk County of Suffolk. The law requires that, unless specific County Department of Labor—Labor Mediation Unit Union exemptions apply, all employers(as defined)under service Organizing Certification/Declaration-Subject to Audit." contracts and recipients of County financial assistance, (as defined) shall provide payment of a minimum wage to 4. Lawful Hiring of Employees Law employees as set forth in the Living Wage Law. Such rate shall be adjusted annually pursuant to the terms of the Suffolk It shall be the duty of the Contractor to read,become familiar County Living Wage Law of the County of Suffolk.Under with, and comply with the requirements of Article II of the provisions of the Living Wage Law,the County shall have Chapter 353 of the Suffolk County Code. the authority,under appropriate circumstances,to terminate the Contract and to seek other remedies as set forth therein, This Contract is subject to the Lawful Hiring of Employees for violations of this Law. Law of the County of Suffolk. It provides that all covered employers,(as defined),and the owners thereof,as the case Required Forms: may be,that are recipients of compensation from the County through any grant, loan, subsidy, funding, appropriation, Suffolk County Living Wage Form DOL-LWl/38(Revised payment, tax incentive, contract, subcontract, license 8/2017)entitled"SUFFOLK COUNTY DEPARTMENT OF agreement,lease or other financial compensation agreement LABOR,LICENSING&CONSUMER AFFAIRS—NOTICE issued by the County or an awarding agency, where such OF APPLICATION FOR COUNTY COMPENSATION- compensation is one hundred percent(100%)funded by the 29 of 39 pages ARTICLE IV Law No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 County, shall submit a completed swom affidavit (under "SUFFOLK COUNTY DEPARTMENT OF LABOR, penalty of perjury),the form of which is attached,certifying LICENSING, & CONSUMER AFFAIRS —NOTICE OF that they have complied,in good faith,with the requirements APPLICATION TO CERTIFY COMPLIANCE WITH of Title 8 of the United States Code Section 1324a with FEDERAL LAW (8 U.S.C. SECTION 1324A) WITH respect to the hiring of covered employees(as defined)and RESPECT TO LAWFUL HIRING OF EMPLOYEES, with respect to the alien and nationality status of the owners Suffolk County Code,Chapter 353(2006)'DOL-LHE 1/2 thereof. The affidavit shall be executed by an authorized (REVISED 8/2017). representative of the covered employer or owner,as the case may be;shall be part of any executed contract,subcontract, 5. Gratuities license agreement, lease or other financial compensation agreement with the County; and shall be made available to It shall be the duty of the Contractor to read,become familiar the public upon request. with,and comply with the requirements of Chapter 664 of the All contractors and subcontractors (as defined) of covered Suffolk County Code. employers,and the owners thereof,as the case may be,that The Contractor represents and warrants that it has not offered are assigned to perform work in connection with a County or given any gratuity to any official,employee or agent of the contract, subcontract, license agreement, lease or other County or the State or of any political party,with the purpose financial compensation agreement issued by the County or or intent of securing an agreement or securing favorable awarding agency,where such compensation is one hundred treatment with respect to the awarding or amending of an percent(100%) funded by the County, shall submit to the agreement or the making of any determinations with respect covered employer a completed sworn affidavit(under penalty to the performance of an agreement. of perjury),the form of which is attached,certifying that they have complied,in good faith,with the requirements of Title 8 6. Prohibition Against Contracting with Corporations of the United States Code Section 1324a with respect to the that Reincorporate Overseas hiring of covered employees and with respect to the alien and nationality status of the owners thereof,as the case may be. It shall be the duty of the Contractor to read,become familiar The affidavit shall be executed by an authorized with, and comply with the requirements of sections A4-13 representative of the contractor,subcontractor,or owner,as and A4-14 of Article IV of the Suffolk County Code. the case may be; shall be part of any executed contract, subcontract, license agreement, lease or other financial The Contractor represents that it is in compliance with compensation agreement between the covered employer and sections A4-13 and A4-14 of Article IV of the Suffolk the County; and shall be made available to the public upon County Code. Such law provides that no contract for request. consulting services or goods and services shall be awarded by the County to a business previously incorporated within the An updated affidavit shall be submitted by each such U.S.A.that has reincorporated outside the U.S.A. employer,owner,contractor and subcontractor no later than January I of each year for the duration of any contract and upon the renewal or amendment of the Contract, and Child Sexual Abuse Reporting Policy whenever a new contractor or subcontractor is hired under the terms of the Contract. It shall be the duty of the Contractor to read,become familiar with, and comply with the requirements of Article II of The Contractor acknowledges that such filings are a material, Chapter 880 of the Suffolk County Code. contractual and statutory duty and that the failure to file any such statement shall constitute a material breach of the The Contractor shall comply with Article II of Chapter 880, Contract. of the Suffolk County Code, entitled"Child Sexual Abuse Reporting Policy,"as now in effect or amended hereafter or Under the provisions of the Lawful Hiring of Employees of any other Suffolk County Local Law that may become Law, the County shall have the authority to terminate the applicable during the term of the Contract with regard to Contract for violations of this Law and to seek other remedies child sexual abuse reporting policy. available under the law. 8. Non Responsible Bidder The documentation mandated to be kept by this law shall at all times be kept on site. Employee sign-in sheets and It shall be the duty of the Contractor to read,become familiar register/log books shall be kept on site at all times during with, and comply with the requirements of Article II of working hours and all covered employees,as defined in the Chapter 189 of the Suffolk County Code. law,shall be required to sign such sign-in sheets/register/log books to indicate their presence on the site during such Upon signing the Contract,the Contractor certifies that it has working hours. not been convicted of a criminal offense within the last ten (10)years. The term"conviction" shall mean a finding of Required Forms: guilty after a trial or a plea of guilty to an offense covered under section 189-5 of the Suffolk County Code under 30 of 39 pages ARTICLE IV Law•No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 "Nonresponsible Bidder." prohibited from selling or otherwise providing to any third party,in any manner whatsoever,the personal or identifying 9. Use of Funds in Prosecution of Civil Actions information of any minor participating in their programs. Prohibited 13. Contract Agency Performance Measures and It shall be the duty of the Contractor to read,become familiar Reporting Requirements with, and comply with the requirements of Article III of Chapter 893 of the Suffolk County Code. It shall be the duty of the Contractor to read,become familiar with, and comply with the requirements of Suffolk County The Contractor shall not use any of the moneys,in part or in Local Law No. 41-2013, a Charter Law to Implement whole, and either directly or indirectly, received under the Performance Measurement to Increase Accountability and Contract in connection with the prosecution of any civil Enhance Service Delivery by Contract Agencies(Article VIII action against the County in any jurisdiction or any judicial or of Chapter 189 of the Suffolk County Code)as more fully set administrative forum. forth in Article I and Article III of this Contract. 10. Youth Sports All contract agencies having a contract in excess of$50,000 shall cooperate with the contract's administering department It shall be the duty of the Contractor to read,become familiar to identify the key performance measures related to the with, and comply with Article III of Chapter 730 of the objectives of the services that the contract agency provides Suffolk County Code. and shall develop an annual performance reporting plan.The contract agency shall cooperate with the administering All contract agencies that conduct youth sports programs are department and the County Executive's Performance required to develop and maintain a written plan or policy Management Team to establish appropriate performance addressing incidents of possible or actual concussion or other indicators and targets for monthly evaluation of the contract head injuries among sports program participants.Such plan or agency's performance. policy must be submitted prior to the award of a County contract,grant or funding. Receipt of such plan or policy by 14. Suffolk County Local Laws Website Address the County does not represent approval or endorsement of 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 15. Suffolk County Code of Ethics institution,each of the Contractor's locations in the County at As required by Su which the Services are provided shall be a work site for Suffolk County Standard Operating Procedure public-assistance clients of Suffolk County pursuant to A-06, the following is a link to the Suffolk County Ethics Chapter 281 of the Suffolk County Code at all times during Booklet,which contains the provisions of the Suffolk County the Term of the Contract. If no Memorandum of Code of Ethics: Understanding("MOU")with the Suffolk County Department of Labor for work experience is in effect at the beginning of . http•//www suffoll:count�y.�ov/Portals/0/I3oardofethics/Cod the Term of the Contract, the Contractor, if it is a not-for- %20Re%20Ethi Janu %202 I7.p profit or governmental agency or institution,shall enter into %20Revised%20January%202017.pdf such MOU as soon as possible after the execution of the Contract and failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to perform in End of Text for Article IV accordance with the Contract, for which the County may 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 31 of 39 pages ARTICLE IV .Law.No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 Article V form(s)required by County or the Suffolk County General Fiscal Terms and Conditions Department of Audit and Control, shall be furnished to the County pursuant to,and as limited 1. General Payment Terms by,the Regulations for Accounting Procedures for Contract Agencies of the Suffolk County a. Presentation of Suffolk County Payment Department of Audit and Control. In addition to Voucher any other remedies that the County may have, failure to supply the required documentation will In order for payment to be made by the County to disqualify the Contractor from any further County the Contractor for the Services,the Contractor shall contracts. 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 subject to Audit at any time during the Term or any Payment Voucher by the Comptroller. extension thereof. This provision shall survive expiration or termination of this Contract for a 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 b. Voucher Documentation Modification") for revisions to the Budget and Services not involving an The Suffolk County Payment Voucher shall list all increase to the total cost of the Contract. information regarding the Services and other items If the Contractor is seeking such a for which expenditures have been or will be made modification, the Contractor shall in accordance with the Contract. Either upon contact the Department to receive the execution of the Contract(for the Services already form and enter the required information. rendered and expenditures already made), or not When the County and the Contractor more than thirty(30) days after the expenditures agree as to such revisions,the Contractor were made, and in no event after the 31St day of shall sign the Budget Modification form January following the end of each year of the and return it to the County for execution Contract, the Contractor shall furnish the County along with any other documentation the with detailed documentation in support of the Department may require. payment for the Services or expenditures under the ii.) Such request must be made in advance of 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 be submitted prior to defined pursuant to New York State General November 15th of 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 empowered to sign the Contract. Budget/Services Revision Approval 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 of 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 32 of 39 pages ARTICLE V ,Law,No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 adopted annual budget,or for any other under which such reimbursement shall reason necessitating revisions to the be paid. 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 copy to the Contractor. The revision a. Upon request, the Contractor shall submit to the shall not be effective until the Budget County a current copy,certified by the Contractor /Services Revisions is completely as true and accurate,of its executed. i.) salary scale for all positions listed in the f. Taxes Budget; The charges payable to the Contractor under the ii.) personnel rules and procedures; Contract are exclusive of federal, state, and local taxes,the County being a municipality exempt from iii,) pension plan and any other employee payment of such taxes. benefit plans or arrangements. g. Final Voucher b. The Contractor shall not be entitled to reimbursement for costs under any pension or The acceptance by the Contractor of payment of all benefit plan the Comptroller deems commercially billings made on the final approved Suffolk County unreasonable. Payment Voucher shall operate as and shall be a release of the County from all claims by the C. Notwithstanding anything in this paragraph 3 of Contractor through the date of the Voucher. this Article V,the County shall not be limited in requesting such additional financial information it 2. Subject to Appropriation of Funds deems reasonable. a. The Contract is subject to the amount of funds 4. Accounting Procedures appropriated each fiscal year and any subsequent modifications thereof by the County Legislature, a. The Contractor shall maintain accounts, books, and no liability shall be incurred by the County records, documents, other evidence, and accounting beyond the amount of funds appropriated each procedures and practices which sufficiently and fiscal year by the County Legislature for the properly reflect all direct and indirect costs of any Services. nature expended in the performance of the Contract,in accordance with generally accepted accounting b. If the County fails to receive Federal or State funds principles and with rules, regulations and financial originally intended to pay for the Services, or to directives, as may be promulgated by the Suffolk reimburse the County, in whole or in part, for County Department of Audit and Control and the payments made for the Services,the County shall Department. The Contractor shall permit inspection have the sole and exclusive right to: and audit of such accounts,books,records,documents and other evidence by the Department and the Suffolk i.) determine how to pay for the Services; County Comptroller,or their representatives,as often as, in their judgment, such inspection is deemed ii.) determine future payments to the necessary. Such right of inspection and audit as set Contractor;and forth in subparagraph b. below shall exist during the Term and for a period of seven (7) years after iii.) determine what amounts, if any, are expiration or termination of the Contract. reimbursable to the County by the Contractor and the terms and conditions 33 of 39 pages ARTICLE V Law No. IFMS No. 000000009886 LineYItem/Omnibus Grant 001-6777/JKDl-4980-95285 b. The Contractor shall retain all accounts, books, operations of the Contractor,including a balance sheet records,and other documents relevant to the Contract and statement of income and expenses,attested by the for seven(7)years after final payment is made by the Auditor as fairly and accurately reflecting the County. Federal, State, and/or County auditors and accounting records of the Contractor in accordance any persons duly authorized by the County shall have with generally accepted accounting principles. The full access and the right to examine any of said audited financial statements including respective materials during said period. Such access is granted Management Letters must be emailed to the Executive notwithstanding any exemption from disclosure that Director of Auditing Services at may be claimed for those records which are subject to Audrtsnsuffolkcountyny.gov within thirty(30) days nondisclosure agreements, trade secrets and after completion of the audit,but in no event later than commercial information or financial information that is nine(9)months after the end of the Contractor's fiscal privileged or confidential. year,to which the audit relates. The Contractor may solicit requests for proposals from a number of C. The Contractor shall utilize the accrual basis of qualified accounting firms and review carefully the accounting and will submit all financial reports and costs of,and qualifications for,this type of work before claims based on this method of accounting during the selecting the Auditor. Term. b. The Auditor should be required to meet the following 5. Audit of Financial Statements minimum requirements: a. All payments made under the Contract are subject i.) a current license issued by the New York to audit by the Comptroller pursuant to Article V of State Education Department; the Suffolk County Charter. The Contractor further ii.) sufficient auditing experience in the not- agrees that the Comptroller and the Department for-profit,governmental or profit-making shall have access to and the right to examine,audit, areas,as applicable;and excerpt, copy or transcribe any pertinent transactions or other records relating to services iii.) a satisfactory peer review issued within under the Contract. If such an audit discloses not more than three(3)years prior to the overpayments by the County to the Contractor, date when the Auditor was selected to within thirty (30) days after the issuance of an conduct the audit. official audit report by the Comptroller or his duly C. The audit must be conducted in accordance with designated representatives, the Contractor shall generally accepted governmental auditing standards. repay the amount of such overpayment by check to Financial statements must clearly differentiate between the order of the Suffolk County Comptroller or County-funded programs and other programs that the shall submit a proposed plan of repayment to the Contractor may be operating. The use of subsidiary Comptroller. If there is no response, or if schedules should be encouraged for this purpose. The satisfactory repayments are not made,the County Auditor must also prepare a Management Letter based may recoup overpayments from any amounts due or on the audit. becoming due to the Contractor from the County under the Contract or otherwise. d. "Subrecipients"—Federally Funded Programs and Grants b. The provisions of this paragraph shall survive the expiration or termination of the Contract for a i.) In the event the Contractor is a"Subrecipient"as period of seven (7) years, and access to records that term is defined in 2 CFR § 200.93 and the shall be as set forth in paragraph 25 of Article III, Contractor expends seven hundred fifty thousand and paragraph 4(b)of Article V. ($750,000.00)dollars or more of Federal moneys, 6. Financial Statements and Audit Requirements whether as a recipient expending awards received directly from Federal awarding agencies or as a a. Notwithstanding any other reporting or certification Contractor expending Federal awards received requirements of Federal,State,or local authorities,the from a pass-through entity such as New York State Contractor shall obtain the services of an independent and/or Suffolk County, during any fiscal year licensed public accountant or certified public within which it receives funding under the accountant (the "Auditor") to audit its financial Contract,the audit referred to under this paragraph statements for each Contractor's"fiscal year"in which 6 must be conducted and any the audit report must the Contractor has received, or will receive, three be in accordance with OMB Uniform Grant hundred thousand($300,000.00)dollars or more from Guidance — 2 CFR Part 200 ("Single Audit the County, whether under the Contract or other Report"). Single Audit Reports must also be agreements with the County,and shall submit a report uploaded to the Federal Audit Clearinghouse, to to the County on the overall financial condition and the extent required by the OMB Uniform Grant 34 of 39 pages ARTICLE V ,Law No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 Guidance referred to above. In addition,the Single f. The requirements set forth in this paragraph 6 shall not Audit Report,respective financial statements and preclude the authorized representatives of the County, any Management Letters must be submitted to the the Comptroller, or Federal or State entities from Department set forth on page one of this Contract conducting any other duly authorized audit(s) of and emailed to the Executive Director of Auditing records and financial statements of the Contractor. The Services at Contractor shall make such records and financial subrecil)ientmonitoring(a)suffolkcountyny.gov statements available to authorized representatives of within thirty (30) days after completion of the Federal,State and County government for that purpose. audit, but in no event later than nine (9) months after the end of the Contractor's fiscal year, to g. The provisions of this paragraph 6 shall survive the which the audit relates. expiration or termination of the Contract. ii.) In the event the Contractor is a"Subrecipient"as 7. Furniture,Fixtures,Equipment,Materials,Supplies that term is defined in 2 CFR § 200.93 and the Contractor expends less than seven hundred fifty a. Purchases, Rentals or Leases Requiring Prior thousand($750,000.00)dollars of Federal moneys, whether as a recipient expending awards received Approval directly from Federal awarding agencies or as a Prior to placing any order to purchase,rent or lease Contractor expending Federal awards received fany furniture, fixtures, or equipment valued in from apass-through entity such as New York State and/or Suffolk County, during any fiscal year the excess of one thousand dollars($1,000.00)per unit for which the Contractor will seek reimbursement Contractor must email a certified Exemption Letter, the form of which shall be provided by the from the County,the Contractor shall submit to the Department,on the Contractor's Letterhead and a County a written request for approval to make such Schedule of Federal Funds Expended to the a proposed purchase, rental or lease, with a list respective County Department and the Executive showing the quantity and description of each item, its intended location and use,estimated unit price Director of Auditing Services at subrecipientmonitorina(�suffolkcountvn�gov or cost, and estimated total cost of the proposed order. Written approval of the County shall be within thirty (30) days of the end of the Contractor's fiscal year. The Schedule of Federal required before the Contractor may proceed with such proposed purchase, rental or lease of Funds Expended must include all Federal funding furniture, fixtures or equipment. All items received directly from the Federal government and purchased must be new or like new unless all Federal funds passed through from the County specifically described otherwise in the Budget. and other pass-through entities. b. Purchase Practices/Proprietary Interest of iii.) Subrecipients may include,but not necessarily be County limited to, not-for-profit organizations; units of state government or a unit of local governments. i.) The Contractor shall follow the general practices that are designed to obtain e. Copies of any other audit reports including oversight furniture,fixtures,equipment,materials, agency audits must be submitted to the Department set or supplies at the most reasonable price forth on page one of this Contract and emailed to the or cost possible. Executive Director of Auditing Services at Audits@suffolkcountyny.gov within thirty (30) days ii.) The County reserves the right to after completion of the audit(s). purchase or obtain furniture, fixtures, equipment,materials,or supplies for the Contractor in accordance with the programmatic needs of the Contract. If the County exercises this right, the amount budgeted for the items so purchased or obtained by the County for the Contractor shall not be available to the Contractor for any purpose whatsoever. Title to any such items purchased or otherwise obtained by the County for the programs encompassed by the Contract and entrusted to the Contractor,shall remain in the County. iii.) The County shall retain a proprietary 35 of 39 pages ARTICLE V a � a� q♦ 4 4aw No. IFMS No.000000009886 ' `Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 interest in all furniture, removable e. Protection of Property in Contractor's Custody fixtures, equipment, materials, and supplies purchased or obtained by the The Contractor shall maintain vigilance and take all Contractor and paid for or reimbursed to reasonable precautions to protect the furniture, the Contractor pursuant to the terms of fixtures, equipment, material or supplies in its the Contract or any prior agreement custody against damage or loss by fire, burglary, between the parties. theft, disappearance,vandalism, or misuse.In the event of burglary, theft, vandalism, or iv.) The Contractor shall attach labels disappearance of any item of furniture, fixtures, indicating the County's proprietary equipment, material or supplies, the Contractor interest or title in all such property. shall immediately notify the police and make a record thereof,including a record of the results of any investigation which may be made thereon. In C. County's Right to Take Title and Possession the event of loss of or damage to any item of furniture, fixtures, equipment, materials, or Upon the termination or expiration of the Contract supplies from any cause, the Contractor shall or any renewal thereof, the discontinuance of the immediately send the County a detailed written business of the Contractor, the failure of the report thereon. Contractor to comply with the terms of the Contract, the bankruptcy of the Contractor, an f. Disposition of Property in Contractor's Custody assignment for the benefit of its creditors, or the failure of the Contractor to satisfy any judgment Upon termination of the County's funding of any against it within thirty (30) days of filing of the of the Services covered by the Contract,or at any judgment, the County shall have the right to take other time that the County may direct, the title to and possession of all furniture,removable Contractor shall make access available and render fixtures,equipment,materials,and supplies and the all necessary assistance for physical removal by the same shall thereupon become the property of the County or its designee of any or all furniture, County without any claim for reimbursement on the removable fixtures, equipment, materials or part of the Contractor. supplies in the Contractor's custody in which the County has a proprietary interest, in the same d. Inventory Records,Controls and Reports condition as such property was received by the Contractor, reasonable wear and tear excepted. The Contractor shall maintain proper and accurate Any disposition, settlements or adjustments inventory records and controls for all such connected with such property shall be in furniture, removable fixtures and equipment accordance with the rules and regulations of the acquired pursuant to the Contract and all prior County and the State of New York. agreements between the parties, if any. Three(3) months before the expiration date of the Contract, 8, Lease or Rental Agreements the Contractor shall make a physical count of all items of furniture, removable fixtures and If lease payments or rental costs are included in the Budget as equipment in its custody, checking each item an item of expense reimbursable by the County, the against the aforesaid inventory records. A report Contractor shall promptly submit to the County, upon setting forth the results of such physical count shall request, any lease or rental agreement. If during the Term, be prepared by the Contractor on a form or forms the Contractor shall enter into a lease or rental agreement,or designated by the County,certified and signed by shall renew a lease or rental agreement,the Contractor shall, an authorized official of the Contractor,and one(1) prior to the execution thereof, submit such lease or rental copy thereof shall be delivered to the County agreement,to the County for approval. within five (5) days after the date set for the aforesaid physical count. Within five(5)days after 9. Statement of Other Contracts the termination or expiration date of the Contract, the Contractor shall submit to the County six(6) copies of the same report updated to such date of Prior to the execution of the Contract,the Contractor shall submit a Statement of Other Contracts to the County. If the the Contract,certified and signed by an authorized official of the Contractor,based on a physical count Contract is amended during the Term, or if the County exercises its option right,the Contractor shall submit a then of all items of furniture, removable fixtures and current Statement of Other Contracts. equipment on the aforesaid expiration date, and revised, if necessary, to include any inventory changes during the last three (3) months of the 10. Miscellaneous Fiscal Terms and Conditions Term. a. Limit of County's Obligations 36 of 39 pages ARTICLE V �L,aw No. IFMS No. 000000009886 Line Item/Omnibus Grant 001-6777/JKDI-4980-95285 The maximum amount to be paid by the County is programs funded by the County. set forth on the first page of the Contract. f. Payments Contingent upon State/Federal b. Duplicate Payment from Other Sources Funding Payment by the County for the Services shall not Payments under the Contract may be subject to and duplicate payment received by the Contractor from contingent upon continued funding by State and/or any other source. Federal agencies. In the event payments are subject to such funding no payment shall be made until the C. Funding Identification Contractor submits documentation in the manner and form as shall be required by State and/or The Contractor shall promptly submit to the Federal agency. If late submission of claims County upon request, a schedule for all programs precludes the County from claiming State or funded by the County, itemizing for each such Federal reimbursement, such late claims by the program the sums received, their source and the Contractor shall not be paid by the County subject total program budget. to subparagraph g. below, if, for any reason, the full amount of such funding is not made available d. Outside Funding for Non-County Funded to the County,the Contract may be terminated in Activities whole or in part, or the amount payable to the Contractor may be reduced at the discretion of the Notwithstanding the foregoing provisions of the County, provided that any such termination or Contract, it is the intent of the County that the reduction shall not apply to allowable costs terms and conditions of the Contract shall not limit incurred by the Contractor prior to such the Contractor from applying for and accepting termination or reduction,and provided that money outside grant awards or from providing additional has been appropriated for payment of such costs. educational activities/services which may result in g. Denial of Aid the Contractor incurring additional costs,as long as the following conditions are met: If a State or Federal government agency is funding the Contract and fails to approve aid in i.) The County is not the Fund Source for reimbursement to the County for payments made the additional services; hereunder by the County to the Contractor for 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 the cost incurred by the Contractor to withhold from any payment due to the Contractor provide these additional services;and an amount equal to the reimbursement denied by iii.) If sufficient funding is not available or the state or federal government agency, and the cannot be generated, the County shall County's obligation to the Contractor shall be not be held liable for any of the reduced by any such amounts. In such an event,if additional costs incurred by the there should be a balance due to the County after it Contractor in furnishing such additional has made a final payment to the Contractor under services. the Contract, on demand by the County, the Contractor shall reimburse the County for the iv.) Prior to scheduling any such additional amount of the balance due the County,payable to services on County-owned property,the the Suffolk County Comptroller.The provisions of Contractor shall obtain written County this subparagraph shall survive the expiration or approval. The Contractor shall, to the termination of the Contract. County's satisfaction, submit any documentation requested by the h. Budget Department reflecting the change, and identify the additional services to be The Contractor expressly represents and agrees that provided and the source of funding that the Budget lists all revenue, expenditures, shall be utilized to cover the personnel,personnel costs and/or all other relevant expenditures incurred by the Contractor costs necessary to provide the Services. in undertaking the additional services. i. Payment of Claims e. Potential Revenue Upon receipt of a Suffolk County Payment The Contractor shall actively seek and take Voucher,the County,at its discretion,may pay the reasonable steps to secure all potential funding Contractor during the Term,in advance,an amount from grants and contracts with other agencies for 37 of 39 pages ARTICLE V 4aw No. IFMS No. 000000009886 %Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 not to exceed one sixth (1/6) of the maximum the date of execution of the Contract or as may amount to be paid by the County set forth on the thereafter become vacant, and, in the exercise of first page of the Contract. that right.The County may promulgate reasonable regulations involving filling of vacancies which j. Payments Limited to Actual Net Expenditures shall be deemed to be incorporated by reference in, and be made part of, the Contract, provided, The Contractor agrees that if, for any reason however,that subject to the availability of funding, whatsoever,the Contractor shall spend during the approval for the hiring of replacement clerical shall Term for the purposes set forth in the Contract an be a Contractor determination. amount less than, or receive amounts more than, provided in the Budget, the total cost of the Contract shall be reduced to the net amount of o. No Limitation On Rights actual Contractor expenditures made for such purposes. The total amount to be paid by the Notwithstanding anything in this Article V to the County shall not exceed the lesser of(i)actual net contrary,the County shall have available to it all expenditures or(ii)the total cost of the Contract on rights and remedies under the Contract and at law the cover page and in the Budget. Upon and equity. termination or expiration of the Contract, if the Contractor's total amount of allowable expenses is P. Comptroller's Rules and Regulations less than the total amount of the payments made during the Term, the Contractor shall prepare a The Contractor shall comply with the check payable to the Suffolk County Comptroller "Comptroller's Rules and Regulations for for the difference between the two amounts and Consultant's Agreements"as promulgated by the submit such payment to the County,along with the Department of Audit and Control of Suffolk final Suffolk County Payment Voucher. County and any amendments thereto during the Term of the Contract. The"Comptroller's Rules k. Travel, Conference, and Meeting Attendance: and Regulations for Consultant's Agreements"and SOP A-07 Amendment 1 "SOP A-07 Amendment 1"may be viewed online at the County's website,SuffolkCountyny.gov;go Reimbursement to the Contractor for travel costs to "Government," then "Comptroller," then shall not exceed amounts allowed to County "Consultant's Agreements." employees. All conferences that are partially or fully funded by the County that the Contractor's End of Text for Article V 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 38 of 39 pages ARTICLE V l w No. IFMS No. 000000009886 u ^'`Line Item/Omnibus Grant 001-6777/JKD1-4980-95285 Article VI Budget Town of Southold CSE Residential Repair Program April 1,2019 -March 31,2020 PERSONNEL $22,000 Residential Repair Workers 22,000 FRINGE 4,000 OTHER 2,917 Gas & Oil 1,700 Supplies/Small tools 1,217 TOTAL $28,917 Less Anticipated Income (2,000) NET REIMBURSEMENT 39 of 39 pages ARTICLE VI