HomeMy WebLinkAboutSC Office for the Aging - 111C Nutrition Program • f
Rev. 8/14/20; Law No.22-AG-020C IFMS No. 20000009018_
Nutrition Program for the Elderly 001-6779/6790/6797/6774/6777-4980, 6776-3330-95230
003- 6802/6803/6804/6798/6799
Third Amendment of Contract
This is the Third Amendment("Third Amendment") of Contract(Law No. 22-AG-020) ("the Contract")
last dated June 25, 2018 between the County of Suffolk("the County"), a municipal corporation of the State
of New York, acting through its duly constituted Office for the Aging("the Department"), located at the H.
Lee Dennison Building, 100 Veterans Memorial Highway, P.O. Box 6100, Hauppauge,New York 11788-
0099; and
Town of Southold ("the Contractor"), a New York municipal corporation,having an address at 53095
Main Road, P.O. Box 1179, Southold,New York 11971.
Amended Term of the Contract: January 1, 2020 through December 31, 2020, with two (2) one (1) year
options remaining to renew at the County's discretion for the period January 1, 2021 through December 31,
2021 (option three); and for the period January 1, 2022 through December 31, 2022 (option four), respectively.
Amended Total Cost of the Contract: The amount of compensation to be paid to the Contractor is increased
from $272,444.00 to $408,244.00, an increase of$135,800.00 to be paid to the Contractor is as set forth in
Articles V-C and VI-C of this Third Amendment. If the County elects to extend the Contract for the option
periods, the amount of funding is subject to appropriation.
Amended Terms and Conditions: Shall be as set forth in the Contract, as modified by this Third Amendment
In Witness Whereof, the parties hereto have executed the Contract as of the latest date written below.
TOWN OF SOUT LD COUNT'OF SUFFOLK
By: CAW,64ia
Scott A. Russell
Town Supervisor By:
Fed. Taxpayer lD# 11-6001939 Lisa M. Black
Date 9 0 IOU Chief Deputy County Executive
A—
Date 2,0
�L. tok ��.►S�� ,hereby certifies Approved:
u der penalties of perjury'�tpphat I man officer of Department
I bwn o� � t+'�I .that I have read and
I am familiar with §A5-8 of Article V of the Suffolk
Co my Code, and that B `0 l
4��� y:
meets all Holl} Rhodes-Teague Date
requiremen to qualify for exemption thereunder. Director, Office for the Agin
Date q 1:3()
Signature Recommended:
Approved as to Form: B
Suffolk C�o"unAttoy y�
Michelle Belsky Date
By: Food Service Supervisor
Niran an G. Sagapuram
Assistant County Attorney RECEIVE®
Date zo
0061645 NOV 2 2020
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Southold Town Clerk
Rev. 8/14/20; Law No.22-AG-020C IFMS No. 20000009018_
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List of Articles and Exhibits
Article I-C
Amendment Terms
Article II-C
Definitions
Article III-C
General Terms and Conditions
Article IV-C
Suffolk County Legislative Requirements
Article V-C
General Fiscal Terms and Conditions
Article VI-C
Amended Budget Rate Page
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t' A
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Article I-C
Amendment Terms
Whereas,pursuant to the Contractor's response to a Request for Proposals ("RFP"),the Department executed a
Contract with the Contractor for a Nutrition Program for the Elderly("the Services"), with an initial term of
January 1, 2018 through December 31, 2018, with four(4) one(1)year options to renew at the County's option;
and
Whereas, the parties entered into a First Amendment to extend the term of the Contract(Law No. 22AG- 020A)
to December 31, 2019; and
Whereas,the parties entered into a Second Amendment to extend the term of the Contract(Law No.22-AG-
020B)to December 31, 2020; and
Whereas,the Department now accepted additional funding from Federal Stimulus Funds (Suffolk County
Legislative Resolution No.453-2020, "Accepting and Appropriating 100% for the Coronavirus Aid Relief and
Security(CARES)Act from the New York State Office for the Aging") and Suffolk County Legislative
Resolution No.450-2020, "Accepting and Appropriating 100% for Families First Coronavirus Response Act
(FFCRA) from the New York State Office for the Aging")to provide additional services to Suffolk seniors due
to the pandemic; and
Whereas,the parties now desire to enter into this Third Amendment of Contract to amend the Contract in order
to increase the total cost of compensation.
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-C and any other provision to this Contract, such other
provision shall prevail unless it is expressly stated that this Article I-C shall prevail.
2. Amended Total Cost of Contract
The amount of compensation to be paid to the Contractor is increased from $272,444.00 to $408,244.00,
an increase of$135,800.00.
3. Payment of Services
The payment for services rendered is subject to the financial terms and conditions of Articles V-D and
VI-D of the Third Amendment.
4. The Contractor agrees to the following amended provisions in compliance with current
County requirements:
Effective immediately,Article H-B,Article III-B,Article IV-B,Article V-B, and Article VI-B of the
Contract are deleted in their entirety and replaced with Article II-C,Article III-C, Article IV-C,Article
V-C and Article VI-C entitled"Definitions,""County Terms and Conditions," "Suffolk County
Legislative Requirements," "General Fiscal Terms and Conditions," and"Amended Budget Rate Page"
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respectively, which are attached hereto and made part of this Third Amendment of the Contract.
5. Contract Continues,As Amended
Except as herein amended, all other representations,terms and conditions of the Contract are hereby
ratified and confirmed to be in full force and effect.
End of Text for Article I-C
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Insurance as its lawful agent for service of process;
Article II-C or
Definitions
d. the Contractor's failure to comply with any
1. Meanings of Terms Federal,State or local law,rule,or regulation,and
County policies or directives;or
As used herein:
e. the Contractor's bankruptcy or insolvency;or
"Audit of Financial Statements"means the examination by
the Comptroller and any Federal or State auditing authority of f. the Contractor's failure to cooperate in an Audit of
the financial statements of the Contractor resulting in the Financial Statements;or
publication of an independent opinion on whether or not those g the Contractor's falsification of records or reports,
financial statements are relevant,accurate,complete,and fairly
presented. misuse of funds,or malfeasance or nonfeasance in
financial record keeping arising out of, or in
"Budget"means the Contractor's summary or plan of all connection with,any contract with the County;or
intended revenue,whether received in the form of fees,grants,County h. the Contractor's failure to submit, or failure to
funding,or any other source,and expenditures necessary to render the
Services. timely submit,documentation to obtain Federal or
State funds;or
"Budget Deficiency Plan" means an analysis of the cost of the
Services,changes in fiscal conditions,and required modifications to the i. the inability of the County or the Contractor to
Contract to continue to render the Services. obtain Federal or State funds due to any act or
omission of the Contractor;or
"Comptroller"means the Comptroller of the County of Suffolk. j, any condition that the County determines, in its
"Contract"means all terms and conditions of this Contract forming all sole discretion,is dangerous.
rights and obligations of the Contractor and the County.
k. the failure to comply with Local Law 41-2013 and
"Contractor" means the signatory corporation, its officers, officials, related contractual requirements.
employees, agents, servants, sub-contractors, volunteers, and any
successor or assign of any one or more of the foregoing performing the "Federal"means the United States government, its departments, and
Services.
agencies.
"County"means the County of Suffolk,its departments,and agencies. "Fringe Benefits"means non-wage benefits which accompany,or are
in addition to, a person's salary, such as paid insurance, sick leave,
"County Attorney" means the County Attorney of the County of profit-sharing plans,paid holidays,and vacations.
Suffolk.
"Fund Source" means any direct or indirect sum payable to the
"Department"means the signatory department approving the Contract. Contractor by the County pursuant to any lawful obligation.
"Engineering Services" means the definition of the practice of "Legislature"means the Legislature of the County of Suffolk.
engineering and the definition of practice of land surveying,as the case
may be, under Section 7201 and Section 7203 of the State Education "Management Letter" means a letter certified as true by the
Law,respectively. Contractor's certified public accountant or chief financial officer of
findings and recommendations for improvements in internal fiscal
"Event of Default"means control that were identified during an Audit of Financial Statements,but
which were not required to be included in an audit report.
a. the Contractor's failure to perform any duty "Municipal Corporation"means a town,village,or school district.
required of it under paragraphs 1(b)-(e)of Article
III of the Contract;or "Services"means all that which the Contractor must do,and any part
b. the Contractor's failure to maintain the amount and thereof arising out of,or in connection with,the Contract as described
types of insurance with an authorized insurer as in Article I"Description of Services."
required by the Contract;or
"State"means the State of New York.
C. the Contractor's failure to maintain insurance "Statement of Other Contracts" means a complete list of all other
required by the Contract with an insurer that has
designated the New York Superintendent of contracts under which money has been or will be paid to the Contractor
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from the County,Federal,or State governments,or a Municipal
Corporation, and (i) which are currently in effect or(ii) which have
expired within the past twelve(12)months and have not been renewed.
"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-C
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Article III-C termination of the license does not affect the
General Terms and Conditions 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
Contract remains to be performed, and the and conditions it deems appropriate,provided,however,that
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no such termination shall be effective unless the Contractor is
given at least thirty(30)days'notice. b. The Contractor hereby represents and warrants that
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,Disability Benefits insurance,
employees from and against all liabilities, fines, penalties, including coverage for Paid Family Leave Benefits,
actions,damages,claims,demands,judgments,losses,suits in compliance with all applicable New York State
or actions, costs, and expenses caused by the negligence or laws and regulations and Disability Benefits
any acts or omissions of the Contractor, including insurance,if required by law. The Contractor shall
reimbursement of the cost of reasonable attorneys' fees furnish to the County,prior to its execution of the
incurred by the County, its agents, servants, officials, and Contract,the documentation required by the State
employees in any action or proceeding arising out of, or in of New York Workers' Compensation Board of
connection with,the Contract. coverage or exemption from coverage pursuant to
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§§57 and 220 of the Workers'Compensation Law. anything contained in this Contract,the Contract shall not be
In accordance with General Municipal Law§108, construed as creating a principal-agent relationship between
the Contract shall be void and of no effect unless the County and the Contractor or the Contractor and the
the Contractor shall provide and maintain coverage County,as the case may be.
during the Term for the benefit of such employees
as are required to be covered by the provisions of 6. Severability
the 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 7. Merger;No Oral Changes
by insurance companies authorized to do business in New
York with an A.M.Best rating of A-or better. It is expressly agreed that the Contract represents the entire
agreement of the parties and that all previous understandings
d. The Contractor shall furnish to the County,prior to are herein merged in the Contract. No modification of the
the execution of the Contract, declaration pages for each Contract shall be valid unless in written form and executed by
policy of insurance, other than a policy for commercial both parties.
general liability insurance, and upon demand, a true and
certified original copy of each such policy evidencing 8. Set-Off Rights
compliance with the aforesaid insurance requirements.
The County shall have all of its common law,equitable,and
e. In the case of commercial general liability insurance statutory rights of set-off. These rights shall include,but not
the Contractor shall furnish to the County, prior to the be limited to,the County's option to withhold from a Fund
execution of the Contract, a declaration page or insuring Source an amount no greater than any sum due and owing to
agreement and endorsement page evidencing the County's the County for any reason. The County shall exercise its set-
status as an additional insured on said policy, and upon off rights subject to approval by the County Attorney. In
demand, a true and certified original copy of such policy cases of set-off pursuant to a Comptroller's audit,the County
evidencing compliance with the aforesaid insurance shall only exercise such right after the finalization thereof,
requirements. and only after consultation with the County Attorney.
f. All evidence of insurance shall provide for the 9. Non-Discrimination in Services
County to be notified in writing thirty(30)days prior to any
cancellation,nonrenewal,or material change in the policy to a. The Contractor shall not, on the grounds of race,
which such evidence relates. It shall be the duty of the creed, color, national origin, sex, age, disability, sexual
Contractor to notify the County immediately of any orientation,military status,or marital status
cancellation,nonrenewal,or material change in any insurance
policy. i.) deny any individual the Services
provided pursuant to the Contract;or
g. In the event the Contractor shall fail to provide ii.) provide the Services to an individual that
evidence of insurance,the County may provide the insurance is different, or provided in a different
required in such manner as the County deems appropriate and manner, from those provided to others
deduct the cost thereof from a Fund Source. pursuant to the Contract;or
iii.) subject an individual to segregation or
h. If the Contractor is a Municipal Corporation and separate treatment in any matter related
has a self-insurance program under which it acts as a self- to the individual's receipt of the Services
insurer for any of such required coverage,the Contractor shall provided pursuant to the Contract;or
provide proof, acceptable to the County, of self-funded iv.) restrict an individual in any way from
coverage. any advantage or privilege enjoyed by
others receiving the Services provided
5. Independent Contractor pursuant to the Contract;or
treat an individual differently from others
The Contractor is not, and shall never be, considered an in determining whether or not the
employee of the County for any purpose. Notwithstanding individual satisfies any eligibility or
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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
whether or when a conflict may potentially exist shall immediate reconstitution thereof,and
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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
A.) 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)
described under Article II of Chapter 189 of the Suffolk and all intellectual property rights relating thereto ("Work
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Product")are and shall be the sole property of the County. Contracts for Construction or Future Construction
The Contractor hereby assigns to the County its entire right,
title and interest,if any,to all Work Product,and agrees to do In the event that the Contract is subject to the Lawful Hiring
all acts and execute,all documents,and to use its best efforts of Employees Law of the County of Suffolk,Suffolk County
to ensure that its employees, consultants, subcontractors, Code Article II of Chapter 353,as more fully set forth in the
vendors and agents do all acts and execute any documents, Article entitled"Suffolk County Legislative Requirements,"
necessary to vest ownership in the County of any and all the Contractor shall maintain the documentation mandated to
Work Product. The Contractor may not secure copyright be kept by this law on the construction site at all times.
protection. The County reserves to itself,and the Contractor Employee sign-in sheets and register/log books shall be kept
hereby gives to the County, and to any other person on the construction site at all times and all covered
designated by the County, consent to produce, reproduce, employees, as defined in the law, shall be required to sign
publish,translate,display or otherwise use the Work Product. such sign-in sheets/register/log books to indicate their
This paragraph shall survive any completion, expiration or presence on the construction site during such working hours.
termination of this Contract.
24. Certification Regarding Lobbying
The County shall be deemed to be the author of all the Work
Product. The Contractor acknowledges that all Work Product Together with this Contract and as a condition precedent to
shall constitute "work made for hire" under the U.S. its execution by the County, the Contractor shall have
copyright laws. To the extent that any Work Product does not executed and delivered to the County the Certification
constitute a "work made for hire," the Contractor hereby Regarding Lobbying (if payment under this Contract may
assigns to the County all right,title and interest,including the exceed $100,000) as required by Federal regulations, and
right, title and interest to reproduce, edit, adapt, modify or shall promptly advise the County of any material change in
otherwise use the Work Product, that the Contractor may any of the information reported on such Certification, and
have or may hereafter acquire in the Work Product,including shall otherwise comply with, and shall assist the County in
all intellectual property rights therein, in any manner or complying with, said regulations as now in effect or as
medium throughout the world in perpetuity without amended during the term of this Contract.
compensation. This includes,but is not limited to,the right
to reproduce and distribute the Work Product in electronic or 25. Record Retention
optical media,or in CD-ROM,on-line or similar format.
The Contractor shall retain all accounts,books,records,and
b. Patents other documents relevant to the Contract for seven(7)years
after final payment is made by the'County. Federal, State,
If the Contractor develops, invents, designs or creates any and/or County auditors and any persons duly authorized by
idea, concept, code, processes or other work or materials the County shall have full access and the right to examine any
during the Term, or as a result of any Services performed of said materials during said period. Such access is granted
under the Contract("patent eligible subject matter"),it shall notwithstanding any exemption from disclosure that may be
be the sole property of the County. The Contractor hereby claimed for those records which are subject to nondisclosure
assigns to the County its entire right,title and interest,if any, agreements, trade secrets and commercial information or
to all patent eligible subject matter,and agrees to do all acts financial information that is privileged or confidential
and execute all documents, and to use its best efforts to Without limiting the generality of the foregoing, records
ensure that its employees, consultants, subcontractors, directly related to contract expenditures shall be kept for a
vendors and agents do all acts and execute any documents, period of ten(10)years because the statute of limitations for
necessary to vest ownership in the County of any and all the New York False Claims Act(New York False Claims Act
patent eligible subject matter. The Contractor may not apply § 192)is ten(10)years.
for or secure for itself patent protection. The County reserves
to itself,and the Contractor hereby gives to the County,and 26. Contract Agency Performance Measures and Reporting
to any other person designated by the County, consent to Requirements—Local Law No.41-2013
produce or otherwise use any item so discovered and/or the
right to secure a patent for the discovery or invention. This a. If payment under this Contract may exceed
paragraph shall survive any completion, expiration or $50,000,it is subject to the requirements of Suffolk County
termination of this Contract. Local Law No. 41-2013, a Local Law to Implement
Performance Measurement to Increase Accountability and
22. Arrears to County Enhance Service Delivery by Contract Agencies(Article VIII
of Chapter 189 of the Suffolk County Code)as set forth in
Contractor warrants that, except as may otherwise be Article IV entitled "Suffolk County Legislative
authorized by agreement, it is not in arrears to the County Requirements."
upon any debt,contract,or any other lawful obligation,and is
not in default to the County as surety. b. The Contractor shall cooperate with the Department
in all aspects necessary to help carry out the requirements of
23. Lawful Hiring of Employees Law in Connection with the Law. Based on criteria established by the Contractor in
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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-C
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OF APPLICATION FOR COUNTY COMPENSATION-
Article IV-C LIVING WAGE CERTIFICATION/DECLARATION-
Suffolk County Legislative Requirements SUBJECT TO AUDIT."
NOTE: THE CONTRACTOR'S COMPLETED LEGISLATIVE 3. Use of County Resources to Interfere with Collective
REQUIREMENTS FORMS REFERENCED HEREIN ARE Bargaining Activities
AVAILABLE ON FILE AT THE DEPARTMENT NAMED ON It shall be the duty of the Contractor to read,become familiar
THE SIGNATURE PAGE OF THIS CONTRACT. with, and comply with the requirements of Article I of
1. Contractor's/Vendor's Public Disclosure Statement Chapter 803 of the Suffolk County Code.
County Contractors (as defined by section 803-2) shall
It shall be the duty of the Contractor to read,become familiar comply with all requirements of Chapter 803 of the Suffolk
with, and comply with the requirements of section A5-8 of County Code,including the following prohibitions:
Article V of the Suffolk County Code.
a. The Contractor shall not use County funds to assist,
Unless certified by an officer of the Contractor as being promote,or deter union organizing.
exempt from the requirements of section A5-8 of Article V of
the Suffolk County Code, the Contractor represents and b. No County funds shall be used to reimburse the
warrants that it has filed with the Comptroller the verified Contractor for any costs incurred to assist,promote,
public disclosure statement required by Suffolk County or deter union organizing.
Administrative Code Article V,section A5-8 and shall file an
update of such statement with the Comptroller on or before C. No employer shall use County property to hold a
the 31st day of January in each year of the Contract's meeting with employees or supervisors if the
duration. The Contractor acknowledges that such filing is a purpose of such meeting is to assist, promote, or
material,contractual and statutory duty and that the failure to deter union organizing.
file such statement shall constitute a material breach of the
Contract, for which the County shall be entitled, upon a If the Services are performed on County property, the
determination that such breach has occurred,to damages,in Contractor must adopt a reasonable access agreement, a
addition to all other legal remedies,of fifteen percent(15%) neutrality agreement, fair communication agreement, non-
of the amount of the Contract. intimidation agreement, and a majority authorization card
agreement.
Required Form:
Suffolk County Form SCEX 22; entitled If the Services are for the provision of human services and are
"Contractor's/Vendor's Public Disclosure Statement" not to be performed on County property,the Contractor must
adopt,at the least,a neutrality agreement.
2. Living Wage Law
Under the provisions of Chapter 803,the County shall have
It shall be the duty of the Contractor to read,become familiar the authority,under appropriate circumstances,to terminate
with, and comply with the requirements of Chapter 575,of the Contract and to seek other remedies as set forth therein,
the Suffolk County Code. for violations of this Law.
This Contract is subject to the Living Wage Law of the Required Form:
County of Suffolk. The law requires that, unless specific Suffolk County Labor Law Form DOL-LO 1;entitled"Suffolk
exemptions apply, all employers(as defined)under service County Department of Labor—Labor Mediation Unit Union
contracts and recipients of County financial assistance, (as Organizing Certification/Declaration-Subject to Audit."
defined) shall provide payment of a minimum wage to
employees as set forth in the Living Wage Law. Such rate 4. Lawful Hiring of Employees Law
shall be adjusted annually pursuant to theterms ofthe Suffolk
County Living Wage Law of the County of Suffolk. Under It shall be the duty of the Contractor to read,become familiar
the provisions of the Living Wage Law,the County shall have with, and comply with the requirements of Article II of
the authority,under appropriate circumstances,to terminate Chapter 353 of the Suffolk County Code.
the Contract and to seek other remedies as set forth therein,
for violations of this Law. This Contract is subject to the Lawful Hiring of Employees
Law of the County of Suffolk. It provides that all covered
Required Forms: employers,(as defined),and the owners thereof,as the case
may be,that are recipients of compensation from the County
Suffolk County Living Wage Form DOL-LW1/38(Revised through any grant, loan, subsidy, funding, appropriation,
8/2017)entitled"SUFFOLK COUNTY DEPARTMENT OF payment, tax incentive, contract, subcontract, license
LABOR,LICENSING&CONSUMER AFFAIRS—NOTICE agreement,lease or other financial compensation agreement
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issued by the County or an awarding agency, where such
compensation is one hundred percent(100%)funded by the Required Forms:
County, shall submit a completed sworn 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 I/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 1 of each year for the duration of any contract and Child Sexual Abuse Reporting Policy
upon the renewal or amendment of the Contract, and 7.
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
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(10)years. The term"conviction" shall mean a finding of
guilty after a trial or a plea of guilty to an offense covered All contract agencies that provide services to minors are
under section 189-5 of the Suffolk County Code under required to protect the privacy of the minors and are strictly
"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
which the Services are provided shall be a work site for As required by 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 https://suffo[kcountiny.szov/Portals/0/formsdoes/I3oardofethic
the Term of the Contract, the Contractor, if it is a not-for- s/Code%20of%20F,thics%20Booklet%20-
profit or governmental agency or institution,shall enter into %20New%20Revised%20Mav%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
accordance with the Contract, for which the County may End of Text for Article IV-C
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.
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Article V-C Control. Documentation, including any other
General Fiscal Terms and Conditions form(s)required by County or the Suffolk County
Department of Audit and Control, ,shall be
1. General Payment Terms furnished to the County pursuant to,and as limited
by,the Regulations for Accounting Procedures for
a. Presentation of Suffolk County Payment Contract Agencies of the Suffolk County
Voucher Department of Audit'and Control. In addition to
any other remedies that the County may have,
In order for payment to be made by the County to failure to supply the required documentation will
the Contractor for the Services,the Contractor shall disqualify the Contractor from any further County
prepare and present a Suffolk County Payment contracts.
Voucher,which shall be documented by sufficient,
competent and evidential matter. Each Suffolk C. Payment by County
County Payment Voucher submitted for payment is Payment by the County shall be made within thirty
subject to Audit at any time during the Term or any (30) days after approval of the Suffolk County
extension thereof. This provision shall survive
expiration or termination of this Contract fora Payment Voucher by the Comptroller.
period of not less than seven(7)years,and access
to records shall be as set forth in paragraph 25 of d. Budget Modification
Article III,and paragraph 4(b)of Article V.
i.) The parties shall use the Contract Budget
b. Voucher Documentation Modification Request form ("Budget
Modification") for revisions to the
The Suffolk County Payment Voucher shall list all Budget and Services not involving an
information regarding the Services and other items increase to the total cost of the Contract.
for which expenditures have been or will be made If the Contractor is seeking such a
in accordance with the Contract. Either upon modification, the Contractor shall
execution of the Contract(for the Services already contact the Department to receive the
rendered and expenditures already made), or not form and enter the required information.
more than thirty (30) days after the expenditures When the County and the Contractor
were made, and in no event after the 31'day of agree as to such revisions,the Contractor
January following the end of each year of the shall sign the Budget Modification form
Contract,the Contractor shall furnish the County and return it to the County for execution
with detailed documentation in support of the along with any other documentation the
payment for the Services or expenditures under the Department may require.
Contract e.g. dates of the Service, worksite
of
locations,activities,hours worked,pay rates and all ii.) Such request must be made advance
program Budget categories. The Suffolk County incurring any expenditure for which the
Payment Voucher shall include time records, revision is needed.
certified by the Contractor as true and accurate,of
all personnel for whom expenditures are claimed iii.) Upon complete execution of the Budget
during the period. Time and attendance records of Modification form, the County shall
a Contractor's Director/Executive Director shall be return a copy to the Contractor. The
certified by the Chairperson, President or other revision shall not be effective until the
designated member of the Board of Directors of the Budget Modification is completely
Contractor and shall be maintained by the executed.
Contractor for audit. All Suffolk County Payment
Vouchers must bear a signature as that term is iv.) The Budget Modification form may be
defined pursuant to New York State General submitted only twice per calendar year
Construction Law§46 by duly authorized persons, and may only be submitted prior to
and certification of such authorization with November 15`h of that year.
certified specimen signatures thereon must be filed
with the County by a Contractor official e. Budget and/or Services Revisions
empowered to sign the Contract.
Disbursements made by the Contractor in i.) The parties shall use the Contract
accordance with the Contract and submitted for Budget/Services Revision Approval
reimbursement must be documented and must Form (Budget/Services Revisions) for
comply with accounting procedures as set forth by revisions to the Budget and Services
the Suffolk County Department of Audit and involving any change to the total cost of
the Contract due to a resolution of the
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Legislature, changes to the County's reimbursable to the County by the
adopted annual budget,or for any other Contractor and the terms and conditions
reason necessitating revisions to the under which such reimbursement shall
Budget or Services. be paid.
ii.) When the County and the Contractor C. The County may, during the Term, impose a
agree as to such revisions, the Budget Deficiency Plan. In the event that a Budget
Department will enter the information Deficiency Plan is imposed, the County shall
into the Budget/Services Revisions form promptly notify the Contractor in writing of the
and send it to the Contractor for terms and conditions thereof, which shall be
signature.The Contractor shall return it deemed incorporated in and made a part of the
to the County for execution along with Contract,and the Contractor shall implement those
any other documentation the Department terms and conditions in no less than fourteen(14)
may require. days.
iii.) Upon complete execution of the form by 3. Personnel Salaries, Pension and Employee Benefit
the parties, the County shall return a Plans,Rules and Procedures
copy to the Contractor. The revision
shall not be effective until the Budget a. Upon request, the Contractor shall submit to the
/Services Revisions is completely
executed. County a current copy,certified by the Contractor
as true and accurate,of its
f. Taxes i.) salary scale for all positions listed in the
The charges payable to the Contractor under the Budget;
Contract are exclusive of federal, state, and local ii.) personnel rules and procedures;
taxes,the County being a municipality exempt from
payment of such taxes. iii.) pension plan and any other employee
benefit plans or arrangements.
g. Final Voucher
b. The Contractor shall not be entitled to
The acceptance by the Contractor of payment of all reimbursement for costs under any pension or
billings made on the final approved Suffolk County benefit plan the Comptroller deems commercially
Payment Voucher shall operate as and shall be a unreasonable.
release of the County from all claims by the
Contractor through the date of the Voucher. d. Notwithstanding anything in
this paragraph 3 of this Article
2. Subject to Appropriation of Funds V-A, the County shall not be
limited in requesting such
a. The Contract is subject to the amount of funds additional financial
appropriated each fiscal year and any subsequent information it deems
modifications thereof by the County Legislature, reasonable.
and no liability shall be incurred by the County
beyond the amount of funds appropriated each 4. Accounting Procedures
fiscal year by the County Legislature for the
Services. a. The Contractor shall maintain accounts, books,
records, documents, other evidence, and accounting
b. If the County fails to receive Federal or State funds procedures and practices which sufficiently and
originally intended to pay for the Services, or to properly reflect all direct and indirect costs of any
reimburse the County, in whole or in part, for nature expended in the performance of the Contract,in
payments made for the Services,the County shall accordance with generally accepted accounting
have the sole and exclusive right to: principles and with rules, regulations and financial
directives, as may be promulgated by the Suffolk
i.) determine how to pay for the Services; County Department of Audit and Control and the
Department. The Contractor shall permit inspection
ii.) determine future payments to the and audit of such accounts,books,records,documents
Contractor;and and other evidence by the Department and the Suffolk
County Comptroller,or their representatives,as often
iii.) determine what amounts, if any, are as, in their judgment, such inspection is deemed
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necessary. Such right of inspection and audit as set the Contractor has received, or will receive, three
forth in subparagraph b. below shall exist during the hundred thousand($300,000.00)dollars or more from
Term and for a period of seven (7) years after the County, whether under the Contract or other
expiration or termination of the Contract. agreements with the County,and shall submit a report
to the County on the overall financial condition and
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 Audits(a)sul'folkcountyny.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 1.) 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
b. The provisions of this paragraph shall survive the Grants
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
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be in accordance with OMB Uniform Grant L The requirements set forth in this paragraph 6 shall not
Guidance — 2 CFR Part 200 ("Single Audit preclude the authorized representatives of the County,
Report"). Single Audit Reports must also be the Comptroller, or Federal or State entities from
uploaded to the Federal Audit Clearinghouse, to conducting any other duly authorized audit(s) of
the extent required by the OMB Uniform Grant records and financial statements of the Contractor. The
Guidance referred to above. In addition,the Single Contractor shall make such records and financial
Audit Report, respective financial statements and statements available to authorized representatives of
any Management Letters must be submitted to the Federal,State and County government for that purpose.
Department set forth on page one of this Contract
and emailed to the Executive Director of Auditing g. The provisions of this paragraph 6 shall survive the
Services at expiration or termination of the Contract.
s u breciaientmo nitoring(iDs uffol kcoun tvny.gov
within thirty (30) days after completion of the
audit, but in no event later than nine(9) months 7. Furniture,Fixtures,Equipment,Materials,Supplies
after the end of the Contractor's fiscal year, to
which the audit relates. a. Purchases, Rentals or Leases Requiring Prior
Approval
ii.) In the event the Contractor is a"Subrecipient"as Prior to placing any order to purchase,rent or lease
that term is defined in 2 CFR § 200.93 and the any furniture, fixtures, or equipment valued in
Contractor expends less than seven hundred fifty excess of one thousand dollars($1,000.00)per unit
thousand($750,000.00)dollars of Federal moneys, for which the Contractor will seek reimbursement
whether as a recipient expending awards received from the County,the Contractor shall submit to the
directly from Federal awarding agencies or as a County a written request for approval to make such
Contractor expending Federal awards received a proposed purchase, rental or lease, with a list
from a pass-through entity such as New York State showing the quantity and description of each item,
and/or Suffolk County,during any fiscal year the its intended location and use,estimated unit price
Contractor must email a certified Exemption Letter, or cost, and estimated total cost of the proposed
the form of which shall be provided by the order. Written approval of the County shall be
Department,on the Contractor's Letterhead and a
Schedule of Federal Funds Expended to the required before the Contractor may proceed with
respective County Department and the Executive such proposed purchase, rental or lease of
Director of Auditing Services at
furniture, fixtures or equipment. All items
purchased must be new or like new unless
subrccipientmonitormg_nasuffolkcount�y�ov
within thirty (30) days of the end of the specifically described otherwise in the Budget.
Contractor's fiscal year. The Schedule of Federal b. Purchase Practices/Proprietary Interest of
Funds Expended must include all Federal funding County
received directly from the Federal government and
all Federal funds passed through from the County i.) The Contractor shall follow the general
and other pass-through entities. practices that are designed to obtain
furniture,fixtures,equipment,materials,
iii.) Subrecipients may include,but not necessarily be or supplies at the most reasonable price
limited to, not-for-profit organizations; units of or cost possible.
state government or a unit of local governments.
ii.) The County reserves the right to
e. Copies of any other audit reports including oversight purchase or obtain furniture, fixtures,
agency audits must be submitted to the Department set equipment,materials,or supplies for the
forth on page one of this Contract and emailed to the Contractor in accordance with the
Executive Director of Auditing Services at programmatic needs of the Contract. If
Audits@suffblkcountynv.gov within thirty (30) days the County exercises this right, the
after completion of the audit(s). 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.
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iii.) The County shall retain a proprietary
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
the Contract,certified and signed by an authorized submit a Statement of Other Contracts to the County. If the
official of the Contractor,based on a physical count Contract is amended during the Term, or if the County
of all items of furniture, removable fixtures and exercises its option right,the Contractor shall submit a then
equipment on the aforesaid expiration date, and current Statement of Other Contracts.
revised, if necessary, to include any inventory
changes during the last three (3) months of the 10. Miscellaneous Fiscal Terms and Conditions
Term.
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a. Limit of County's Obligations The Contractor shall actively seek and take
reasonable steps to secure all potential funding
The maximum amount to be paid by the County is from grants and contracts with other agencies for
set forth on the first page of the Contract. programs funded by the County.
b. Duplicate Payment from Other Sources f. Payments Contingent upon State/Federal
Funding
Payment by the County for the Services shall not
duplicate payment received by the Contractor from Payments under the Contract may be subject to and
any other source. contingent upon continued funding by State and/or
Federal agencies. In the event payments are subject
C. Funding Identification to such funding no payment shall be made until the
Contractor submits documentation in the manner
The Contractor shall promptly submit to the and form as shall be required by State and/or
County upon request,a schedule for all programs Federal agency. If late submission of claims
funded by the County, itemizing for each such precludes the County from claiming State or
program the sums received, their source and the Federal reimbursement, such late claims by the
total program budget. Contractor shall not be paid by the County subject
to subparagraph g. below, if, for any reason, the
d. Outside Funding for Non-County Funded full amount of such funding is not made available
Activities to the County,the Contract may be terminated in
whole or in part, or the amount payable to the
Notwithstanding the foregoing provisions of the Contractor may be reduced at the discretion of the
Contract, it is the intent of the County that the County, provided that any such termination or
terms and conditions of the Contract shall not limit reduction shall not apply to allowable costs
the Contractor from applying for and accepting incurred by the Contractor prior to such
outside grant awards or from providing additional termination or reduction,and provided that money
educational activities/services which may result in has been appropriated for payment of such costs.
the Contractor incurring additional costs,as long as g. Denial of Aid
the following conditions are met:
If a State or Federal government agency is funding
i.) The County is not the Fund Source for the Contract and fails to approve aid in
the additional services; reimbursement to the County for payments made
ii.) Sufficient funding is available for or can hereunder by the County to the Contractor for
be generated by the Contractor to cover expenditures made during the Term because of any
the cost incurred by the Contractor to act, omission or negligence on the part of the
Contractor, then the County may deduct and
provide these additional services;and withhold from any payment due to the Contractor
iii.) If sufficient funding is not available or an amount equal to the reimbursement denied by
cannot be generated, the County shall the state or federal government agency, and the
not be held liable for any of the County's obligation to the Contractor shall be
additional costs incurred by the reduced by any such amounts. In such an event,if
Contractor in furnishing such additional there should be a balance due to the County after it
services. has made a final payment to the Contractor under
the Contract, on demand by the County, the
iv.) Prior to scheduling any such additional Contractor shall reimburse the County for the
services on County-owned property,the amount of the balance due the County,payable to
Contractor shall obtain written County the Suffolk County Comptroller.The provisions of
approval. The Contractor shall, to the this subparagraph shall survive the expiration or
County's satisfaction, submit any termination of the Contract.
documentation requested by the
Department reflecting the change, and h. Budget
identify the additional services to be
provided and the source of funding that The Contractor expressly represents and agrees that
shall be utilized to cover the the Budget lists all revenue, expenditures,
expenditures incurred by the Contractor personnel,personnel costs and/or all other relevant
in undertaking the additional services. costs necessary to provide the Services.
e. Potential Revenue i. Payment of Claims
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Upon receipt of a Suffolk County Payment n. Contractor Vacancies
Voucher,the County,at its discretion,may pay the
Contractor during the Term,in advance,an amount The County shall have the right of prior approval of
not to exceed one sixth (1/6) of the maximum the Contractor's filling of any vacant position as of
amount to be paid by the County set forth on the the date of execution of the Contract or as may
first page of the Contract. thereafter become vacant, and, in the exercise of
that right.The County may promulgate reasonable
j. Payments Limited to Actual Net Expenditures regulations involving filling of vacancies which
shall be deemed to be incorporated by reference in,
The Contractor agrees that if, for any reason and be made part of, the Contract, provided,
whatsoever,the Contractor shall spend during the however,that subject to the availability of funding,
Term for the purposes set forth in the Contract an approval for the hiring of replacement clerical shall
amount less than, or receive amounts more than, be a Contractor determination.
provided in the Budget, the total cost of the
Contract shall be reduced to the net amount of
actual Contractor expenditures made for such o. No Limitation On Rights
purposes. The total amount to be paid by the
County shall not exceed the lesser of(i)actual net Notwithstanding anything in this Article V to the
expenditures or(ii)the total cost of the Contract on contrary,the County shall have available to it all
the cover page and in the Budget. Upon rights and remedies under the Contract and at law
termination or expiration of the Contract, if the and equity.
Contractor's total amount of allowable expenses is
less than the total amount of the payments made P. Comptroller's Rules and Regulations
during the Term, the Contractor shall prepare a
check payable to the Suffolk County Comptroller The Contractor shall comply with the
for the difference between the two amounts and "Comptroller's Rules and Regulations for
submit such payment to the County,along with the Consultant's Agreements"as promulgated by the
final Suffolk County Payment Voucher. Department of Audit and Control of Suffolk
County and any amendments thereto during the
k. Travel, Conference, and Meeting Attendance: Term of the Contract. The"Comptroller's Rules
SOP A-07 Amendment 1 and Regulations for Consultant's Agreements"and
"SOP A-07 Amendment I"may be viewed online
Reimbursement to the Contractor for travel costs at the County's website,SuffolkCountyny.gov;go
shall not exceed amounts allowed to County to "Government," then "Comptroller," then
employees. All conferences that are partially or "Consultant's Agreements."
fully funded by the County that the Contractor's
staff wishes to attend must be pre-approved, in End of Text for Article V-C
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.
In. 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.
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Article VI-C
Budget
RATE PAGE
Nutrition Program for the Elderly
January 1,2020-December 31,2020
CONGREGATE MEALS
$6.40
HOME-DELIVERED MEALS
$6.79
24 of 24 pages
COUNTY OF SUFFOLK RECEIVED
. � � NOV 2 2.020
Southold Town Clerk
Steven Bellone
COUNTY EXECUTIVE
OFFICE FOR THE AGING
Holly S.Rhodes-Teague
DIRECTOR
October 27, 2020
The Honorable Scott A. Russell, Supervisor
Town of Southold
53095 Main Road
PO Box 1179
Southold, NY 11971
RE: Nutrition Program Third Amendment
Dear Supervisor Russell,
The fully executed Agreement referenced above is enclosed for your files.
Also enclosed find the Notification of Rights, which must be posted as part of your
compliance with Local Law No. 12-2001, the Living Wage Law.
If you require any further information, please contact Ellen Frankino at 853-8262.
Sincerely,
e6b j,.-
Patricia Burke
Principal Accountant
PB:EF:ld
Enclosures
cc: Ellen Frankino
Karin McLauglin
H LEE DENNISON BUILDING ♦ 100 VETERANS MEMORIAL HIGHWAY ♦ P 0 BOX 6100 ♦ HAUPPAUGE,N Y 11788-0099 /
♦ PHONE(631)853-8200 ♦FAX(631)853-8225 \
T
NOTIFICATION OF RIGHTS UNDER
THE LIVING WAGE LAW
According to the provisions of Local Law # 12-2001 (the Living Wage law) enacted
by Suffolk County in July of 2001, a living wage rate was established. The Living
Wage shall be adjusted each year in proportion to the increase of the area Consumer
Price Index. Effective January 1, 2020, the Living Wage will increase to $13.00 per
hour with health benefits and $14.45 per hour without health benefits for covered
employees of an agency receiving financial compensation through the County. The
law also mandates that full time workers receive at least 12 compensated days off per
year through any combination of sick, vacation or personal leave and includes paid
holidays provided by the employer.
The Suffolk County Department of Labor has been designated as the agency to
administer this law and to this end has established a Living Wage Unit. Further
information concerning the parameters of the Living Wage law may be obtained by
contacting this Unit (631-853-3808) or accessing the Suffolk County web page at
www.co.suffolk.ny.us/labor and following the link to the Living Wage section. All
inquiries will remain confidential.
1
RECEIVED
Office of the Town Attorney AUG 3 1 2020.
Town of Southold
Southold Town Cleric
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: August 27, 2020
Subject: Second Amendment to Contract between Town of Southold
and Suffolk County Office of the Aging
With respect to the above-referenced matter, I am enclosing the original
Agreement.
If you have any questions regarding the enclosed, please do not hesitate to call
me. Thank you.
/ms
Enclosures
RESOLUTION 2020-405
ADOPTED DOC ID: 16251
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2020-405 WAS 1
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JUNE 30, 2020:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the Second Amendment of Contract between the Suffolk
County Office for the Aging and the Town of Southold for the IIIC Nutrition Programs, for the
period January 1, 2020 through December 31, 2020, with two (2) one(1) year options to renew
at the County's discretion, for congregate dining and home delivered meals for the elderly, at no
cost to the Town, subject to the approval of the Town Attorney.
Elizabeth A.Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
! MOVER: Louisa P. Evans, Justice
SECONDER:Robert Ghosio, Councilman
AYES: Nappa, Dinizio Jr, Doherty, Ghosio, Evans, Russell
r
-
kev. 1/8R,019; Law No.22-AG-020B IFMS No. 20000009018
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Second Amendment of Contract
This is the Second Amendment("Second Amendment") of Contract(Law No. 22-AG-020) ("the Contract")
last dated June 25, 2018 between the County of Suffolk("the County"), a municipal corporation of the State of
New York, acting through its duly constituted Office for the Aging ("the Department"), located at the H. Lee
Dennison Building, 100 Veterans Memorial Highway,P.O. Box 6100,Hauppauge,New York 11788-0099; and
Town of Southold ("the Contractor"), a New York municipal corporation,having an address at 53095
Main Road,P.O. Box 1179, Southold,New York 11971.
The parties hereto desire to amend the Contract to extend the term of the Contract through December 31, 2020.
Term of the Contract: January 1, 2020 through December 31, 2020, with two (2) one(1) year options to renew at
the County's discretion for the period January 1, 2021 through December 31, 2021 (option 1); for the period
January 1, 2022 through December 31, 2022 (option 2) , respectively.
Total Cost of the Contract: Shall be paid as set forth in Articles V-B and VI-B of this Second Amendment. If the
County elects to extend the Contract for the option periods,the amount of funding is subject to appropriation.
Terms and Co ditions: Shall be as set forth in the Contract and this Second Amendment of Contract.
In Witness Whereof,the parties hereto have executed the Contract as of t est date written below.
Town of Southold County Suffo k
„t By.
By:
Sco Russell Lisa M. lack
Town Supervisor Chief Deputy jj�E
e
Fed. TaxpayerID# 11-6001939 Date �
Date Q �o1D
57e.-orfrg ,hereby certifies under Approved:
penalties of etjwy that Iam an officer of
`IU1A1� Q n , that I have read and I am Department
famil'ar with§ -8 f Article f the Suffolk County Code,and By:
that� omeets all Holly S des-Teague ate
requirements to ali or exemption thereunder.
Director
Sign
Approved as to Form: Recom ended:
Suffolk Co un tto ey By:
By. Michelle Belsky Date
Niran G. Sagapuram Food Service Supervisor
As 'stant C un 72_7 ey
Date Cr
0060584
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List of Articles and Exhibits
Article I-B
Amendment Terms
Article II-B
Definitions
Article III-B
General Terms and Conditions
Article IV-B
Suffolk County Legislative Requirements
Article V-B
General Fiscal Terms and Conditions
Article VI-B
Amended Budget Rate Page
Exhibit 1B
Subrecipient Contract Documentation
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Nutrition Program for the Elderly
Article I-B
Amendment Terms
Whereas, pursuant to the Contractor's response to a Request for Proposals ("RFP"), the Department executed a
Contract with the Contractor for a Nutrition Program for the Elderly("the Services"), with an initial term of
January 1, 2018 through December 31, 2018, with four(4) one(1)year options to renew at the County's option; and
Whereas,the parties desire to enter into this Second Amendment of Contract to extend the term of the Contract for
the period of January 1, 2020 through December 31, 2020;
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-B and any other provision to this Contract, such other
provision shall prevail unless it is expressly stated that this Article I-B shall prevail.
2. Term of Contract
The amended Term of the Contract shall be as set forth on the cover page of this Second Amendment.
3. Payment of Services
The payment for services rendered is subject to the financial terms and conditions of Articles V-B and
VI-B of the Second Amendment.
4. The Contractor agrees to the following amended provisions in compliance with current
County requirements:
Effective immediately,Article II-A,Article III-A,Article IV-A, Article V-A, and Article
VI-A of the Contract are deleted in their entirety and replaced with Article II-B, Article
III-B, Article IV-B,Article V-B and Article VI-B entitled"Definitions,""County Terms
and Conditions," "Suffolk County Legislative Requirements," "General Fiscal Terms and
Conditions," and"Amended Budget Rate Page"respectively,which are attached hereto
and made part of this Second Amendment of the Contract.
5. Contract Continues,As Amended
Except as herein amended, all other representations,terms, and conditions of the Contract, are hereby
ratified and confirmed to be in full force and effect.
End of Text for Article I-B
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d. the Contractor's failure to comply with any
Article H-B Federal,State or local law,rule,or regulation,and
Definitions 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
Financial Statements;or
"Audit of Financial Statements"means the examination by
the Comptroller and any Federal or State auditing authority of g• the Contractor's falsification of records or reports,
the financial statements of the Contractor resulting in the misuse of funds,or malfeasance or nonfeasance in
publication of an independent opinion on whether or not those financial record keeping arising out of, or in
financial statements are relevant,accurate,complete,and fairly connection with,any contract with the County;or
presented.
h. the Contractor's failure to submit, or failure to
"Budget"means the Contractor's summary or plan of all timely submit,documentation to obtain Federal or
intended revenue,whether received in the form of fees,grants,County State funds;or
funding,or any other source,and expenditures necessary to render the
Services. i. the inability of the County or the Contractor to
obtain Federal or State funds due to any act or
"Budget Deficiency Plan" means an analysis of the cost of the omission of the Contractor;or
Services,changes in fiscal conditions,and required modifications to the
Contract to continue to render the Services. j. any condition that the County determines, in its
sole discretion,is dangerous.
"Comptroller"means the Comptroller of the County of Suffolk.
k. the failure to comply with Local Law 41-2013 and
"Contract"means all terms and conditions of this Contract forming all related contractual requirements.
rights and obligations of the Contractor and the County.
"Federal"means the United States government, its departments,and
"Contractor"means the signatory corporation, its officers, officials, agencies.
employees, agents, servants, sub-contractors, volunteers, and any
successor or assign of any one or more of the foregoing performing the "Fringe Benefits"means non-wage benefits which accompany,or are
Services. in addition to, a person's salary, such as paid insurance, sick leave,
profit-sharing plans,paid holidays,and vacations.
"County"means the County of Suffolk,its departments,and agencies.
"Fund Source" means any direct or indirect sum payable to the
"County Attorney" means the County Attorney of the County of Contractor by the County pursuant to any lawful obligation.
Suffolk.
"Legislature"means the Legislature of the County of Suffolk.
"Department"means the signatory department approving the Contract.
"Management Letter" means a letter certified as true by the
"Engineering Services" means the definition of the practice of Contractor's certified public accountant or chief financial officer of
engineering and the definition of practice of land surveying,as the case findings and recommendations for improvements in internal fiscal
may be,under Section 7201 and Section 7203 of the State Education control that were identified during an Audit of Financial Statements,but
Law,respectively. which were not required to be included in an audit report.
"Event of Default"means "Municipal Corporation"means a town,village,or school district.
a. the Contractor's failure to perform any duty "Services"means all that which the Contractor must do,and any part
required of it under paragraphs 1(b)-(e)of Article thereof arising out of,or in connection with,the Contract as described
III of the Contract;or in Article I"Description of Services."
b. the Contractor's failure to maintain the amount and "State"means the State of New York.
types of insurance with an authorized insurer as
required by the Contract;or "Statement of Other Contracts" means a complete list of all other
contracts under which money has been or will be paid to the Contractor
C. the Contractor's failure to maintain insurance from the County, Federal, or State governments, or a Municipal
required by the Contract with an insurer that has Corporation, and (i) which are currently in effect or(ii) which have
designated the New York Superintendent of expired within the past twelve(12)months and have not been renewed.
Insurance as its lawful agent for service of process;
or
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"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-B
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Article III-B termination of the license does not affect the
General Terms and Conditions Contractor's ability to render the Services, every
other term and provision of the Contract shall be
1. Contractor Responsibilities valid and enforceable to the fullest extent permitted
by law.
a. Duties and Obligations
d. Documentation of Professional Standards
i.) It shall be the duty of the Contractor to
discharge, or cause to be discharged, all of its The Contractor shall maintain on file, in one location in
responsibilities,and to administer funds received in Suffolk County, all records that demonstrate that it has
the interest of the County in accordance with the complied with sub-paragraphs(b)and(c)above. The address
provisions of the Contract. of the location of the aforesaid records and documents shall
be provided to the County no later than the date of execution
ii.) The Contractor shall promptly take all of the Contract. Such documentation shall be kept,
action as may be necessary to render the Services. maintained,and available for inspection by the County upon
twenty-four(24)hours notice.
iii.) The Contractor shall not take any action
that is inconsistent with the provisions of the e. Credentialing
Contract.
i.) In the event that the Department,or any
iv.) Services provided under this Contract division thereof,maintains a credentialing process
shall be open to all residents of the County. to qualify the Contractor to render the Services,the
Contractor shall complete the required
b. Qualifications, Licenses, and Professional credentialing process. In the event that any State
Standards credential, registration, certification or license,
Drug Enforcement Agency registration, or
The Contractor represents and warrants that it has,and shall Medicare or Medicaid certification is restricted,
continuously possess,during the Term,the required licensing, suspended,or temporarily or permanently revoked,
education,knowledge,experience,and character necessary to it is the duty of the Contractor to contact the
qualify it to render the Services. Department,or division thereof as the case may be,
in writing, no later than three(3)days after such
The Contractor shall continuously have during the Term all restriction,suspension,or revocation.
required authorizations, certificates, certifications,
registrations,licenses,permits,and other approvals required ii.) The Contractor shall forward to the
by Federal, State, County, or local authorities necessary to Department,or division thereof as the case may be,
qualify it to render the Services. on or before July 1 of each year during the Term,a
complete list of the names and addresses of all
C. Notifications persons providing the Services, as well as their
respective areas of certification, credentialing,
i.) The Contractor shall immediately notify registration,and licensing.
the County, in writing, of any disciplinary
proceedings, commenced or pending, with any f. Engineering Certificate
authority relating to a license held by any person
necessary to qualify him,her,or the Contractor to In the event that the Contract requires any Engineering
perform the Services. Services,the Contractor shall submit to the County,no later
than the due date for submission for approval of any
ii.) In the event that a person is no longer engineering work product, the Certificate of Authorization
licensed to perform the Services, the Contractor ("Certificate"), issued pursuant to § 7210 of the New York
must immediately notify the County, but in no Education Law,of every person performing any Engineering
event shall such notification be later than five(5) Services. The failure to file, submit, or maintain the
days after a license holder has lost the license Certificate shall be grounds for rejection of any engineering
required to qualify the license holder or the work product submitted for approval.
Contractor to perform the Services.
2. Termination
iii.) In the event that the Contractor is not
able to perform the Services due to a loss of a. Thirty Days Termination
license,the Contractor shall not be reimbursed for
the Services rendered after the effective date of The County shall have the right to terminate the Contract
termination of such license. Without limiting the without cause,for any reason,at any time,upon such terms
generality of the foregoing, if any part of the and conditions it deems appropriate,provided,however,that
Contract remains to be performed, and the no such termination shall be effective unless the Contractor is
given at least thirty(30)days'notice.
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indemnify,and hold harmless the County,its agents,servants,
b. Event of Default;Termination on Notice officials,and employees from and against all liabilities,fines,
penalties, actions, damages, claims, demands, judgments,
i.) The County may immediately terminate losses,suits or actions,costs,and expenses arising out of any
the Contract, for cause, upon such terms and claim asserted for infringement of copyright, including
conditions it deems appropriate, in the Event of reimbursement of the cost of reasonable attorneys' fees
Default. incurred by the County, its agents, servants, officials, and
employees in any action or proceeding arising out of or in
ii.) If the Contractor defaults under any other connection with any claim asserted for infringement of
provision of the Contract, the County may copyright.
terminate the Contract, on not less than five (5)
days' notice, upon such terms and conditions it C. The Contractor shall defend the County,its agents,
deems appropriate. servants, officials, and employees in any proceeding or
action, including appeals, arising out of, or in connection
C. Termination Notice with, the Contract, and any copyright infringement
proceeding or action.Alternatively, at the County's option,
Any notice providing for termination shall be delivered as the County may defend any such proceeding or action and
provided for in paragraph 27 of this Article III. require the Contractor to pay reasonable attorneys' fees or
salary costs of County employees of the Department of Law
d. Duties upon Termination for the defense of any such suit.
i.) The Contractor shall discontinue the 4. Insurance
Services as directed in the termination notice.
a. The Contractor shall continuously maintain,during
ii.) Subject to any defenses available to it, the Term of the Contract,insurance in amounts and types as
the County shall pay the Contractor for the follows:
Services rendered through the date of termination.
iii.) The County is released from any and all i.) Commercial General Liability insurance,
liability under the Contract,effective as of the date including contractual liability coverage, in an
of the termination notice. amount not less than Two Million Dollars
($2,000,000.00) per occurrence for bodily injury
iv.) Upon termination, the Contractor shall and Two Million Dollars ($2,000,000.00) per
reimburse the County the balance of any funds occurrence for property damage. The County shall
advanced to the Contractor by the County no later be named an additional insured.
than thirty (30) days after termination of the
Contract. The provisions of this subparagraph shall ii.) Automobile Liability insurance (if any
survive the expiration or termination of the non-owned or owned vehicles are used by the
Contract. Contractor in the performance of the Contract)in
an amount not less than Five Hundred Thousand
V.) Nothing contained in this paragraph shall Dollars($500,000.00)per person,per accident,for
be construed as a limitation on the County's rights bodily injury and not less than One Hundred
set forth in paragraphs 1(c) (iii) and 8 of this Thousand Dollars ($100,000.00) for property
Article III. damage per occurrence.The County shall be named
an additional insured.
3. Indemnification and Defense
iii.) Workers'Compensation and Employer's
a. The Contractor shall protect,indemnify,and hold Liability insurance,Disability Benefits insurance,
harmless the County, its agents, servants, officials, and including coverage for Paid Family Leave Benefits
employees from and against all liabilities, fines, penalties, in compliance with all applicable New York State
actions,damages,claims,demands,judgments,losses,suits laws and regulations and Disability Benefits
or actions, costs,and expenses caused by the negligence or insurance,if required by law. The Contractor shall
any acts or omissions of the Contractor, including furnish to the County,prior to its execution of the
reimbursement of the cost of reasonable attorneys' fees Contract,the documentation required by the State
incurred by the County, its agents, servants, officials, and of New York Workers' Compensation Board of
employees in any action or proceeding arising out of, or in coverage or exemption from coverage pursuant to
connection with,the Contract. §§57 and 220 of the Workers'Compensation Law.
In accordance with General Municipal Law§108,
b. The Contractor hereby represents and warrants that the Contract shall be void and of no effect unless
it will not infringe upon any copyright in performing the the Contractor shall provide and maintain coverage
Services. The Contractor agrees that it shall protect, during the Term for the benefit of such employees
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as are required to be covered by the provisions of
the Workers'Compensation Law. It is expressly agreed that if any term or provision of this
Contract, or the application thereof to any person or
iv.) Professional Liability insurance in an circumstance, shall be held invalid or unenforceable to any
amount not less than Two Million Dollars extent, the remainder of the Contract, or the application of
($2,000,000.00) on either a per-occurrence or such term or provision to persons or circumstances other than
claims-made coverage basis. those as to which it is held invalid or unenforceable,shall not
be affected thereby,and every other term and provision ofthe
b. The County may mandate an increase in the liability Contract shall be valid and shall be enforced to the fullest
limits set forth in the immediately preceding paragraphs extent permitted by law.
(4)(a)(i),(h),and(iv).
7. Merger;No Oral Changes
C. All policies providing such coverage shall be issued
by insurance companies authorized to do business in New It is expressly agreed that the Contract represents the entire
York with an A.M.Best rating of A-or better. agreement of the parties and that all previous understandings
are herein merged in the Contract. No modification of the
d. The Contractor shall furnish to the County,prior to Contract shall be valid unless in written form and executed by
the execution of the Contract, declaration pages for each both parties.
policy of insurance, other than a policy for commercial
general liability insurance, and upon demand, a true and S. Set-Off Rights
certified original copy of each such policy evidencing
compliance with the aforesaid insurance requirements. The County shall have all of its common law,equitable,and
statutory rights of set-off. These rights shall include,but not
e. In the case of commercial general liability insurance be limited to,the County's option to withhold from a Fund
the Contractor shall furnish to the County, prior to the Source an amount no greater than any sum due and owing to
execution of the Contract, a declaration page or insuring the County for any reason. The County shall exercise its set-
agreement and endorsement page evidencing the County's off rights subject to approval by the County Attorney. In
status as an additional insured on said policy, and upon cases of set-off pursuant to a Comptroller's audit,the County
demand, a true and certified original copy of such policy shall only exercise such right after the finalization thereof,
evidencing compliance with the aforesaid insurance and only after consultation with the County Attorney.
requirements.
9. Non-Discrimination in Services
f. All evidence of insurance shall provide for the
County to be notified in writing thirty(30)days prior to any a. The Contractor shall not, on the grounds of race,
cancellation,nonrenewal,or material change in the policy to creed, color, national origin, sex, age, disability, sexual
which such evidence relates. It shall be the duty of the orientation,military status,or marital status
Contractor to notify the County immediately of any
cancellation,nonrenewal,or material change in any insurance i.) deny any individual the Services
policy. provided pursuant to the Contract;or
ii.) provide the Services to an individual that
g. In the event the Contractor shall fail to provide is different, or provided in a different
evidence of insurance,the County may provide the insurance manner, from those provided to others
required in such manner as the County deems appropriate and pursuant to the Contract;or
deduct the cost thereof from a Fund Source. iii.) subject an individual to segregation or
separate treatment in any matter related
h. If the Contractor is a Municipal Corporation and to the individual's receipt of the Services
has a self-insurance program under which it acts as a self- provided pursuant to the Contract;or
insurer for any of such required coverage,the Contractor shall iv.) restrict an individual in any way from
provide proof, acceptable to the County, of self-funded any advantage or privilege enjoyed by
coverage. others receiving the Services provided
pursuant to the Contract;or
5. Independent Contractor treat an individual differently from others
in determining whether or not the
The Contractor is not, and shall never be, considered an individual satisfies any eligibility or
employee of the County for any purpose. Notwithstanding other requirements or conditions which
anything contained in this Contract,the Contract shall not be individuals must meet in order to receive
construed as creating a principal-agent relationship between the Services provided pursuant to the
the County and the Contractor or the Contractor and the Contract.
County,as the case may be.
b. The Contractor shall not utilize criteria or methods
6. Severability of administration which have the effect of subjecting
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individuals to discrimination because of their race, creed, action that may be brought against the other party, its
color,national origin,sex,age,disability,sexual orientation, employees or designated representatives arising out of�or in
military status, or marital status, or have the effect of connection with,the Contract.
substantially impairing the Contract with respect to
individuals of a particular race,creed,color,national origin, 15. Confidentiality
sex, age, disability, sexual orientation, military status, or
marital status,in determining: Any document of the County,or any document created by the
Contractor and used in rendering the Services,shall remain
i.) the Services to be provided;or the property of the County and shall be kept confidential in
accordance with applicable laws,rules,and regulations.
ii.) the class of individuals to whom,or the
situations in which,the Services will be 16. Assignment and Subcontracting
provided,or
a. The Contractor shall not delegate its duties under
iii.) the class of individuals to be afforded an the Contract,or assign,transfer,convey,subcontract,sublet,
opportunity to receive the Services. or otherwise dispose of the Contract,or any of its right,title
or interest therein, or its power to execute the Contract, or
10. Nonsectarian Declaration assign all or any portion of the moneys that may be due or
become due hereunder, (collectively referred to in this
The Services performed under the Contract are secular in paragraph 16 as"Assignment"),to any other person,entity or
nature. No funds received pursuant to the Contract shall be thing without the prior written consent of the County,and any
used for sectarian purposes or to further the advancement of attempt to do any of the foregoing without such consent shall
any religion. The Services will be available to all eligible be void ab initio.
individuals regardless of religious belief or affiliation.
b. Such Assignment shall be subject to all of the
11. Governing Law provisions of the Contract and to any other condition the
County requires. No approval of any Assignment shall be
The Contract shall be governed by, and construed in construed as enlarging any obligation ofthe County under the
accordance with,the laws of the State of New York,without terms and provisions of the Contract. No Assignment of the
regard to conflict of laws.Venue shall be designated in the Contract or assumption by any person of any duty of the
Supreme Court, Suffolk County,the United States District Contractor under the Contract shall provide for,or otherwise
Court for the Eastern District ofNew York,or,if appropriate, be construed as, releasing the Contractor from any term or
a court of inferior jurisdiction in Suffolk County provision of the Contract.
12. No Waiver 17. Changes to Contractor
It shall not be construed that any failure or forbearance of the a. The Contractor may,from time to time,only with
County to enforce any provision of the Contract in any the County's written consent,enter into a Permitted Transfer.
particular instance or instances is a waiver of that provision. For purposes of the Contract,a Permitted Transfer means:
Such provision shall otherwise remain in full force and effect,
notwithstanding any such failure or forbearance. i.) if the Contractor is a partnership, the
withdrawal or change, whether
13. Conflicts of Interest voluntary,involuntary or by operation of
law, of the partners, or transfer of
The Contractor shall not,during the Term,pursue a course of partnership interests (other than the
conduct which would cause a reasonable person to believe purchase of partnership interests by
that he or she is likely to be engaged in acts that create a existing partners,by the partnership itself
substantial conflict between its obligations under the Contract or the immediate family members by
and its private interests. The Contractor is charged with the reason of gift, sale or devise), or the
duty to disclose to the County the existence of any such dissolution of the partnership without
adverse interests, whether existing or potential. This duty immediate reconstitution thereof,and
shall continue as long as the Term.The determination as to
whether or when a conflict may potentially exist shall ii.) if the Contractor is a closely held
ultimately be made by the County Attorney after full corporation (i.e. whose stock is not
disclosure is obtained. publicly held and not traded through an
exchange or over the counter):
14. Cooperation on Claims
1. the dissolution, merger,
The Contractor and the County shall render diligently to each consolidation or other
other, without compensation, any and all cooperation that reorganization of the
may be required to defend the other party,its employees and Contractor;and
designated representatives, against any claim, demand or
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e. Notwithstanding the County's consent,
2. the sale or other transfer of
twenty percent(20%)or more i.) the terms and conditions of the Contract
of the shares of the Contractor shall in no way be deemed to have been
(other than to existing waived or modified;and
shareholders, the corporation
itself or the immediate family ii.) such consent shall not be deemed
members of shareholders by consent to any further transfers.
reason of gift,sale or devise).
18. No Intended Third Party Beneficiaries
b. If the Contractor is a not-for-profit corporation,a
change of twenty percent (20%) or more of its shares or The Contract is entered into solely for the benefit of the
members shall be deemed a Permitted Transfer. County and the Contractor. No third party shall be deemed a
beneficiary of the Contract and no third party shall have the
C. The Contractor shall notify the County in writing, right to make any claim or assert any right under the Contract.
which notice(the"Transfer Notice")shall include:
19. Certification as to Relationships
i.) the proposed effective date of the
Permitted Transfer, which shall not be The Contractor certifies under penalties of penury that,other
less than thirty(30)days nor more than than through the funds provided in the Contract and other
one hundred eighty(180)days after the valid agreements with the County,there is no known spouse,
date of delivery of the Transfer Notice; life partner, business, commercial, economic, or financial
relationship with the County or its elected officials. The
ii.) a summary of the material terms of the Contractor also certifies that there is no relationship within
proposed Permitted Transfer; the third degree of consanguinity, between the Contractor,
any of its partners, members, directors, or shareholders
iii.) the name and address of the proposed owning five(5%)percent or more of the Contractor,and the
transferee; County. The foregoing certification shall not apply to a
contractor that is a municipal corporation or a government
iv.) such information reasonably required by entity.
the County, which will enable the
County to determine the financial 20. Publications
responsibility, character,and reputation
of the proposed transferee,nature of the Any book,article,report,or other publication related to the
proposed assignee/transferee's business Services provided pursuant to this Contract shall contain the
and experience; following statement in clear and legible print:
V.) all executed forms required pursuant to "This publication is fully or partially funded
Article IV of the Contract, that are by the County of Suffolk."
required to be submitted by the
Contractor;and 21. Copyrights and Patents
A.) such other information as the County a. Copyrights
may reasonably require.
Any and all materials generated by or on behalf of the
d. The County agrees that any request for its consent Contractor while performing the Services(including,without
to a Permitted Transfer shall be granted, provided that the limitation,designs,images,video,reports,analyses,manuals,
transfer does not violate any provision of the Contract,and films,tests,tutorials,and any other work product of any kind)
the transferee has not been convicted of a criminal offense as and all intellectual property rights relating thereto ("Work
described under Article II of Chapter 189 of the Suffolk Product") are and shall be the sole property of the County.
County Code. The County shall grant or deny its consent to The Contractor hereby assigns to the County its entire right,
any request of a Permitted Transfer within twenty(20)days title and interest,if any,to all Work Product,and agrees to do
after delivery to the County of the Transfer Notice, in all acts and execute all documents,and to use its best efforts
accordance with the provisions of Paragraph 27 of Article III to ensure that its employees, consultants, subcontractors,
of the Contract. If the County shall not give written notice to vendors and agents do all acts and execute any documents,
the Contractor denying its consent to such Permitted Transfer necessary to vest ownership in the County of any and all
(and setting forth the basis for such denial in reasonable Work Product. The Contractor may not secure copyright
detail)within such twenty(20)-day period,then the County protection. The County reserves to itself,and the Contractor
shall be deemed to have granted its consent to such Permitted hereby gives to the County, and to any other person
Transfer. designated by the County, consent to produce, reproduce,
publish,translate,display or otherwise use the Work Product.
This paragraph shall survive any completion, expiration or
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termination of this Contract. presence on the construction site during such working hours.
The County shall be deemed to be the author of all the Work 24. Certification Regarding Lobbying
Product. The Contractor acknowledges that all Work Product
shall constitute "work made for hire" under the U.S. Together with this Contract and as a condition precedent to
copyright laws. To the extent that any Work Product does not its execution by the County, the Contractor shall have
constitute a "work made for hire," the Contractor hereby executed and delivered to the County the Certification
assigns to the County all right,title and interest,including the Regarding Lobbying (if payment under this Contract may
right, title and interest to reproduce, edit, adapt, modify or exceed $100,000) as required by Federal regulations, and
otherwise use the Work Product, that the Contractor may shall promptly advise the County of any material change in
have or may hereafter acquire in the Work Product,including any of the information reported on such Certification, and
all intellectual property rights therein, in any manner or shall otherwise comply with, and shall assist the County in
medium throughout the world in perpetuity without complying with, said regulations as now in effect or as
compensation. This includes,but is not limited to,the right amended during the term of this Contract.
to reproduce and distribute the Work Product in electronic or
optical media,or in CD-ROM,on-line or similar format. 25. Record Retention
b. Patents The Contractor shall retain all accounts,books,records,and
other documents relevant to the Contract for seven(7)years
If the Contractor develops, invents, designs or creates any after final payment is made by the County. Federal, State,
idea, concept, code, processes or other work or materials and/or County auditors and any persons duly authorized by
during the Term, or as a result of any Services performed the County shall have full access and the right to examine any
under the Contract("patent eligible subject matter"),it shall of said materials during said period. Such access is granted
be the sole property of the County. The Contractor hereby notwithstanding any exemption from disclosure that may be
assigns to the County its entire right,title and interest,if any, claimed for those records which are subject to nondisclosure
to all patent eligible subject matter,and agrees to do all acts agreements, trade secrets and commercial information or
and execute all documents, and to use its best efforts to financial information that is privileged or confidential
ensure that its employees, consultants, subcontractors, Without limiting the generality of the foregoing, records
vendors and agents do all acts and execute any documents, directly related to contract expenditures shall be kept for a
necessary to vest ownership in the County of any and all period of ten(10)years because the statute of limitations for
patent eligible subject matter. The Contractor may not apply the New York False Claims Act(New York False Claims Act
for or secure for itself patent protection. The County reserves § 192)is ten(10)years.
to itself,and the Contractor hereby gives to the County,and
to any other person designated by the County, consent to 26. Contract Agency Performance Measures and Reporting
produce or otherwise use any item so discovered and/or the Requirements—Local Law No.41-2013
right to secure a patent for the discovery or invention This
paragraph shall survive any completion, expiration or a. If payment under this Contract may exceed
termination of this Contract. $50,000,it is subject to the requirements of Suffolk County
Local Law No. 41-2013, a Local Law to Implement
22. Arrears to County Performance Measurement to Increase Accountability and
Enhance Service Delivery by Contract Agencies(Article VIII
Contractor warrants that, except as may otherwise be of Chapter 189 of the Suffolk County Code)as set forth in
authorized by agreement, it is not in arrears to the County Article IV entitled "Suffolk County Legislative
upon any debt,contract,or any other lawful obligation,and is Requirements."
not in default to the County as surety.
b. The Contractor shall cooperate with the Department
in all aspects necessary to help carry out the requirements of
the Law. Based on criteria established by the Contractor in
conjunction with the Department,the Contractor shall submit
23. Lawful Hiring of Employees Law in Connection with monthly reports regarding the Contractor's performance
Contracts for Construction or Future Construction relative to the established criteria, on dates and times as
specified by the Department,as more fully set forth in Article
In the event that the Contract is subject to the Lawful Hiring I and Article IV of this Contract.
of Employees Law of the County of Suffolk,Suffolk County
Code Article II of Chapter 353,as more fully set forth in the C. The Contractor shall submit an annual report to the
Article entitled"Suffolk County Legislative Requirements," Department regarding the Contractor's performance no later
the Contractor shall maintain the documentation mandated to than July 31 of each year of the Term.All performance data
be kept by this law on the construction site at all times and reports will be subject to audit by the Comptroller.
Employee sign-in sheets and register/log books shall be kept
on the construction site at all times and all covered 27. Notice
employees, as defined in the law, shall be required to sign
such sign-in sheets/register/log books to indicate their Unless otherwise expressly provided, all notices shall be in
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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 IR-B
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SUBJECT TO AUDIT."
Article IV-B
Suffolk County Legislative Requirements 3. Use of County Resources to Interfere with Collective
Bargaining Activities
NOTE: THE CONTRACTOR'S COMPLETED LEGISLATIVE It shall be the duty of the Contractor to read,become familiar
REQUIREMENTS FORMS REFERENCED HEREIN ARE with, and comply with the requirements of Article I of
AVAILABLE ON FILE AT THE DEPARTMENT NAMED ON Chapter 803 of the Suffolk County Code.
THE SIGNATURE PAGE OF THIS CONTRACT.
County Contractors (as defined by section 803-2) shall
1. Contractor's/Vendor's Public Disclosure Statement comply with all requirements of Chapter 803 of the Suffolk
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 a. The Contractor shall not use County funds to assist,
Article V of the Suffolk County Code. promote,or deter union organizing.
Unless certified by an officer of the Contractor as being b. No County funds shall be used to reimburse the
exempt from the requirements of section A5-8 of Article V of Contractor for any costs incurred to assist,promote,
the Suffolk County Code, the Contractor represents and or deter union organizing.
warrants that it has filed with the Comptroller the verified
public disclosure statement required by Suffolk County C. No employer shall use County property to hold a
Administrative Code Article V,section A5-8 and shall file an meeting with employees or supervisors if the
update of such statement with the Comptroller on or before purpose of such meeting is to assist, promote, or
the 31st day of January in each year of the Contract's deter union organizing.
duration. The Contractor acknowledges that such filing is a
material,contractual and statutory duty and that the failure to If the Services are performed on County property, the
file such statement shall constitute a material breach of the Contractor must adopt a reasonable access agreement, a
Contract, for which the County shall be entitled, upon a neutrality agreement, fair communication agreement, non-
determination that such breach has occurred,to damages,in intimidation agreement, and a majority authorization card
addition to all other legal remedies,of fifteen percent(15%) agreement.
of the amount of the Contract.
If the Services are for the provision of human services and are
Required Form: not to be performed on County property,the Contractor must
Suffolk County Form SCEX 22; entitled adopt,at the least,a neutrality agreement.
"Contractor'sNendor's Public Disclosure Statement"
Under the provisions of Chapter 803,the County shall have
2. Living Wage Law the authority,under appropriate circumstances,to terminate
the Contract and to seek other remedies as set forth therein,
It shall be the duty of the Contractor to read,become familiar for violations of this Law.
with, and comply with the requirements of Chapter 575, of
the Suffolk County Code. Required Form:
Suffolk County Labor Law Form DOL-LO1;entitled"Suffolk
This Contract is subject to the Living Wage Law of the County Department of Labor—Labor Mediation Unit Union
County of Suffolk. The law requires that, unless specific Organizing Certification/Declaration-Subject to Audit."
exemptions apply, all employers(as defined)under service
contracts and recipients of County financial assistance, (as 4. Lawful Hiring of Employees Law
defined) shall provide payment of a minimum wage to
employees as set forth in the Living Wage Law. Such rate It shall be the duty of the Contractor to read,become familiar
shall be adjusted annually pursuant to the terms of the Suffolk with, and comply with the requirements of Article 11 of
County Living Wage Law of the County of Suffolk. Under Chapter 353 of the Suffolk County Code.
the provisions of the Living Wage Law,the County shall have
the authority,under appropriate circumstances,to terminate This Contract is subject to the Lawful Hiring of Employees
the Contract and to seek other remedies as set forth therein, Law of the County of Suffolk. It provides that all covered
for violations of this Law. employers,(as defined),and the owners thereof,as the case
may be,that are recipients of compensation from the County
Required Forms: through any grant, loan, subsidy, funding, appropriation,
payment, tax incentive, contract, subcontract, license
Suffolk County Living Wage Form DOL-LWl/38(Revised agreement,lease or other financial compensation agreement
8/2017)entitled"SUFFOLK COUNTY DEPARTMENT OF issued by the County or an awarding agency, where such
LABOR,LICENSING&CONSUMER AFFAIRS—NOTICE compensation is one hundred percent(100%)funded by the
OF APPLICATION FOR COUNTY COMPENSATION- County, shall submit a completed sworn affidavit (under
LIVING WAGE CERTIFICATION/DECLARATION- penalty of perjury),the form of which is attached,certifying
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that they have complied,in good faith,with the requirements RESPECT TO LAWFUL HIRING OF EMPLOYEES,
of Title 8 of the United States Code Section 1324a with Suffolk County Code,Chapter 353(2006)"DOL-LHE 1/2
respect to the hiring of covered employees(as defined)and (REVISED 8/2017).
with respect to the alien and nationality status of the owners
thereof. The affidavit shall be executed by an authorized 5. Gratuities
representative of the covered employer or owner,as the case
may be;shall be part of any executed contract,subcontract, It shall be the duty of the Contractor to read,become familiar
license agreement, lease or other financial compensation with,and comply with the requirements of Chapter 664 of the
agreement with the County; and shall be made available to Suffolk County Code.
the public upon request.
The Contractor represents and warrants that it has not offered
All contractors and subcontractors (as defined) of covered or given any gratuity to any official,employee or agent of the
employers, and the owners thereof,as the case may be,that County or the State or of an
are assigned to perform work in connection with a County Y political party,With the purpose
or intent of securing an agreement or securing favorable
contract, subcontract, license agreement, lease or other treatment with respect to the awarding or amending of an
financial compensation agreement issued by the County or agreement or the making of any determinations with respect
awarding agency,where such compensation is one hundred to the performance of an agreement.
percent(100%) funded by the County, shall submit to the
covered employer a completed sworn affidavit(under penalty 6. Prohibition Against Contracting with Corporations
of perjury),the form of which is attached,certifying that they that Reincorporate Overseas
have complied,in good faith,with the requirements of Title 8
of the United States Code Section 1324a with respect to the It shall be the duty of the Contractor to read,become familiar
hiring of covered employees and with respect to the alien and with, and comply with the requirements of sections A4-13
nationality status of the owners thereof,as the case may be. and A4-14 of Article IV of the Suffolk County Code.
The affidavit shall be executed by an authorized
representative of the contractor,subcontractor,or owner,as The Contractor represents that it is in compliance with
the case may be; shall be part of any executed contract, sections A4-13 and A4-14 of Article IV of the Suffolk
subcontract, license agreement, lease or other financial County Code. Such law provides that no contract for
compensation agreement between the covered employer and consulting services or goods and services shall be awarded by
the County;and shall be made available to the public upon the County to a business previously incorporated within the
request. U.S.A.that has reincorporated outside the U.S.A.
An updated affidavit shall be submitted by each such 7 Child Sexual Abuse Reporting Policy
employer,owner,contractor and subcontractor no later than
January 1 of each year for the duration of any contract and
upon the renewal or amendment of the Contract, and It shall be the duty of the Contractor to read,become familiar
whenever a new contractor or subcontractor is hired under the with, and comply with the requirements of Article II of
Chapter 880 of the Suffolk County Code.
terms of the Contract.
The Contractor acknowledges that such filings are a material, The Contractor shall comply with Article II of Chapter 880,
contractual and statutory duty and that the failure to file any of the Suffolk County Code, entitled"Child Sexual Abuse
such statement shall constitute a material breach of the Reporting Policy,"as now in effect or amended hereafter or
Contract. of any other Suffolk County Local Law that may become
applicable during the term of the Contract with regard to
Under the provisions of the Lawful Hiring of Employees child sexual abuse reporting policy.
Law, the County shall have the authority to terminate the
Contract for violations of this Law and to seek other remedies S. Non Responsible Bidder
available under the law.
It shall be the duty of the Contractor to read,become familiar
The documentation mandated to be kept by this law shall at with, and comply with the requirements of Article II of
all times be kept on site. Employee sign-in sheets and Chapter 189 of the Suffolk County Code.
register/log books shall be kept on site at all times during
working hours and all covered employees,as defined in the Upon signing the Contract,the Contractor certifies that it has
law,shall be required to sign such sign-in sheets/register/log not been convicted of a criminal offense within the last ten
books to indicate their presence on the site during such (10)years. The term"conviction" shall mean a finding of
working hours. guilty after a trial or a plea of guilty to an offense covered
under section 189-5 of the Suffolk County Code under
Required Forms: "Nonresponsible Bidder."
"SUFFOLK COUNTY DEPARTMENT OF LABOR,
LICENSING, & CONSUMER AFFAIRS — NOTICE OF 9. Use of Funds in Prosecution of Civil Actions
APPLICATION TO CERTIFY COMPLIANCE WITH Prohibited
FEDERAL LAW (8 U.S.C. SECTION 1324A) WITH
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It shall be the duty of the Contractor to read,become familiar 13. Contract Agency Performance Measures and
with, and comply with the requirements of Article III of Reporting Requirements
Chapter 893 of the Suffolk County Code.
It shall be the duty of the Contractor to read,become familiar
The Contractor shall not use any of the moneys,in part or in with, and comply with the requirements of Suffolk County
whole, and either directly or indirectly, received under the Local Law No. 41-2013, a Charter Law to Implement
Contract in connection with the prosecution of any civil Performance Measurement to Increase Accountability and
action against the County in any jurisdiction or any judicial or Enhance Service Delivery by Contract Agencies(Article VIII
administrative forum. of Chapter 189 of the Suffolk County Code)as more fully set
forth in Article I and Article III of this Contract.
10. Youth Sports
All contract agencies having a contract in excess of$50,000
It shall be the duty of the Contractor to read,become familiar shall cooperate with the contract's administering department
with, and comply with Article III of Chapter 730 of the to identify the key performance measures related to the
Suffolk County Code. objectives of the services that the contract agency provides
and shall develop an annual performance reporting plan.The
All contract agencies that conduct youth sports programs are contract agency shall cooperate with the administering
required to develop and maintain a written plan or policy department and the County Executive's Performance
addressing incidents of possible or actual concussion or other Management Team to establish appropriate performance
head injuries among sports program participants.Such plan or indicators and targets for monthly evaluation of the contract
policy must be submitted prior to the award of a County agency's performance.
contract,grant or funding. Receipt of such plan or policy by
the County does not represent approval or endorsement of 14. Suffolk County Local Laws Website Address
any such plan or policy,nor shall the County be subject to
any liability in connection with any such plan or policy.
Suffolk County Local Laws, Rules and Regulations can be
11. Work Experience Participation accessed on the homepage of the Suffolk County Legislature.
If the Contractor is a not-for-profit or governmental agency or
institution,each of the Contractor's locations in the County at 15. Suffolk County Code of Ethics
which the Services are provided shall be a work site for
public-assistance clients of Suffolk County pursuant to As required by Suffolk County Standard Operating Procedure
Chapter 281 of the Suffolk County Code at all times during A-06, the following is a link to the Suffolk County Ethics
the Term of the Contract. If no Memorandum of Booklet,which contains the provisions of the Suffolk County
Understanding("MOU")with the Suffolk County Department Code of Ethics:
of Labor for work experience is in effect at the beginning of
the Term of the Contract,the Contractor, if it is a not-for- littps.//suffolkcountvnv.Qov/Portals/0/formsdocs/Boardofethic
profit or governmental agency or institution,shall enter into s/Code%20o1%20Ethics%20Booklet%20-
such MOU as soon as possible after the execution of the %20New%20Revised%20May%202017.pdf
Contract and failure to enter into or to perform in accordance
with such MOU shall be deemed to be a failure to perform in
accordance with the Contract, for which the County may End of Text for Article IV-B
withhold payment, terminate the Contract or exercise such
other remedies as may be appropriate in the circumstances.
12. Safeguarding Personal Information of Minors
It shall be the duty of the Contractor to read,become familiar
with, and comply with the requirements of Suffolk County
Local Law No. 20-2013, a Local Law to Safeguard the
Personal Information of Minors in Suffolk County.
All contract agencies that provide services to minors are
required to protect the privacy of the minors and are strictly
prohibited from selling or otherwise providing to any third
party,in any manner whatsoever,the personal or identifying
information of any minor participating in their programs.
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Article V-B Department of Audit and Control, shall be
General Fiscal Terms and Conditions furnished to the County pursuant to,and as limited
by,the Regulations for Accounting Procedures for
1. General Payment Terms Contract Agencies of the Suffolk County
Department of Audit and Control. In addition to
a. Presentation of Suffolk County Payment any other remedies that the County may have,
Voucher failure to supply the required documentation will
disqualify the Contractor from any further County
In order for payment to be made by the County to contracts.
the Contractor for the Services,the Contractor shall
prepare and present a Suffolk County Payment C. Payment by County
Voucher,which shall be documented by sufficient,
competent and evidential matter. Each Suffolk Payment by the County shall be made within thirty
County Payment Voucher submitted for payment is (30) days after approval of the Suffolk County
Payment Voucher by the Comptroller.
subject to Audit at any time during the Term or any
extension thereof This provision shall survive
expiration or termination of this Contract fora d. Budget Modification
period of not less than seven(7)years,and access
to records shall be as set forth in paragraph 25 of i.) The parties shall use the Contract Budget
Article III,and paragraph 4(b)of Article V. Modification Request form ("Budget
Modification") for revisions to the
b. Voucher Documentation Budget and Services not involving an
increase to the total cost of the Contract.
The Suffolk County Payment Voucher shall list all If the Contractor is seeking such a
information regarding the Services and other items modification, the Contractor shall
for which expenditures have been or will be made contact the Department to receive the
in accordance with the Contract. Either upon form and enter the required information.
execution of the Contract(for the Services already When the County and the Contractor
rendered and expenditures already made), or not agree as to such revisions,the Contractor
more than thirty(30) days after the expenditures shall sign the Budget Modification form
were made, and in no event after the 31' day of and return it to the County for execution
January following the end of each year of the along with any other documentation the
Contract, the Contractor shall furnish the County Department may require.
with detailed documentation in support of the
of
payment for the Services or expenditures under the ii.) Such request must be made advance
Contract e.g. dates of the Service, worksite incurring any expenditure for which the
revision is needed.
locations,activities,hours worked,pay rates and all
program Budget categories. The Suffolk County
Payment Voucher shall include time records, iii.) Upon complete execution 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 15 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 invrevisions to the Budget and Services
of
reimbursement must be documented and must the Contract
any change to the total costntract due to a resolution of the
comply with accounting procedures as set forth by the Co
the Suffolk County Department of Audit and Legislature, changes to the County's
Control. Documentation, including any other adopted annual budget,or for any other
form(s)required by County or the Suffolk County reason necessitating revisions to the
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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
deemed incorporated in and made a part of the
and send it to the Contractor for Contract,and the Contractor shall implement those
signature.The Contractor shall return terms and conditions in no less than fourteen(14)
to the County for execution along with days.
any other documentation the Department
may require. 3. Personnel Salaries, Pension and Employee Benefit
iii.) Upon complete execution of the form by Plans,Rules and Procedures
the parties, the County shall return a a. Upon request, the Contractor shall subrmt to the
copy to the Contractor. The revision County a current copy,certified by the Contractor
shall not be effective until the Budget as true and accurate,of its
/Services Revisions is completely
executed. i.) salary scale for all positions listed in the
f. Taxes Budget;
The charges payable to the Contractor under the ii.) personnel rules and procedures;
Contract are exclusive of federal, state, and local iii.) pension plan and any other employee
taxes,the County being a municipality exempt from
benefit plans or arrangements.
payment of such taxes.
b. The Contractor shall not be entitled to
g. Final Voucher reimbursement for costs under any pension or
benefit plan the Comptroller deems commercially
The acceptance by the Contractor of payment of all unreasonable.
billings made on the final approved Suffolk County
Payment Voucher shall operate as and shall be a C. Notwithstanding anything in this paragraph 3 of
release of the County from all claims by the this Article V-A,the County shall not be limited in
Contractor through the date of the Voucher. requesting such additional financial information it
deems reasonable.
2. Subject to Appropriation of Funds
4. Accounting Procedures
a. The Contract is subject to the amount of funds
appropriated each fiscal year and any subsequent a. The Contractor shall maintain accounts, books,
modifications thereof by the County Legislature, records, documents, other evidence, and accounting
and no liability shall be incurred by the County procedures and practices which sufficiently and
beyond the amount of funds appropriated each properly reflect all direct and indirect costs of any
fiscal year by the County Legislature for the nature expended in the performance of the Contract,in
Services. accordance with generally accepted accounting
b. If the Countyfails to receive Federal or State funds principles and with rules, regulations and financial
directives, as may be promulgated by the Suffolk
originally intended to pay for the Services, or to County Department of Audit and Control and the
reimburse the County, in whole or in part, for Department. The Contractor shall permit inspection
payments made for the Services,the County shall and audit of such accounts,books,records,documents
have the sole and exclusive right to: and other evidence by the Department and the Suffolk
County Comptroller,or their representatives,as often
i.) determine how to pay for the Services, as, in their judgment, such inspection is deemed
necessary. Such right of inspection and audit as set
ii.) determine future payments to the forth in subparagraph b. below shall exist during the
Contractor;and Term and for a period of seven (7) years after
expiration or termination of the Contract.
iii.) determine what amounts, if any, are
reimbursable to the County by the b. The Contractor shall retain all accounts, books,
Contractor and the terms and conditions records,and other documents relevant to the Contract
under which such reimbursement shall for seven(7)years after final payment is made by the
be paid. County. Federal, State, and/or County auditors and
any persons duly authorized by the County shall have
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full access and the right to examine any of said Director of Auditing Services at
materials during said period. Such access is granted Audits(csuffolkcountymv gov within thirty (30) days
notwithstanding any exemption from disclosure that after completion of the audit,but in no event later than
may be claimed for those records which are subject to nine(9)months after the end of the Contractor's fiscal
nondisclosure agreements, trade secrets and year,to which the audit relates. The Contractor may
commercial information or financial information that is solicit requests for proposals from a number of
privileged or confidential. qualified accounting firms and review carefully the
costs of,and qualifications for,this type of work before
C. The Contractor shall utilize the accrual basis of selecting the Auditor.
accounting and will submit all financial reports and
claims based on this method of accounting during the b. The Auditor should be required to meet the following
Term. minimum requirements:
5. Audit of Financial Statements i.) a current license issued by the New York
State Education Department;
a. All payments made under the Contract are subject ii.) sufficient auditing experience in the not-
to audit by the Comptroller pursuant to Article V of for-profit,governmental or profit-making
the Suffolk County Charter. The Contractor further areas,as applicable;and
agrees that the Comptroller and the Department
shall have access to and the right to examine,audit, iii.) a satisfactory peer review issued within
excerpt, copy or transcribe any pertinent not more than three(3)years prior to the
transactions or other records relating to services date when the Auditor was selected to
under the Contract. If such an audit discloses conduct the audit.
overpayments by the County to the Contractor, C. The audit must be conducted in accordance with
within thirty (30) days after the issuance of an generally accepted governmental auditing standards.
official audit report by the Comptroller or his duly Financial statements must clearly differentiate between
designated representatives, the Contractor shall County-funded programs and other programs that the
repay the amount of such overpayment by check to Contractor may be operating. The use of subsidiary
the order of the Suffolk County Comptroller or schedules should be encouraged for this purpose. The
shall submit a proposed plan of repayment to the Auditor must also prepare a Management Letter based
Comptroller. If there is no response, or if on the audit.
satisfactory repayments are not made,the County
may recoup overpayments from any amounts due or d. "Subrecipients"—Federally Funded Programs and
becoming due to the Contractor from the County Grants
under the Contract or otherwise.
i.) In the event the Contractor is a"Subrecipient"as
b. The provisions of this paragraph shall survive the that term is defined in 2 CFR § 200.93 and the
expiration or termination of the Contract for a Contractor expends seven hundred fifty thousand
period of seven (7) years, and access to records
shall be as set forth in paragraph 25 of Article III, ($750,000.00)dollars or more of Federal moneys,
and paragraph ort of Article V. whether as a recipient expending awards received
directly from Federal awarding agencies or as a
6. Financial Statements and Audit Requirements Contractor expending Federal awards received
from a pass-through entity such as New York State
a. Notwithstanding any other reporting or certification and/or Suffolk County, during any fiscal year
requirements of Federal,State,or local authorities,the within which it receives funding under the
Contractor shall obtain the services of an independent Contract,the audit referred to under this paragraph
licensed public accountant or certified public 6 must be conducted and any the audit report must
accountant (the "Auditor") to audit its financial be in accordance with OMB Uniform Grant
statements for each Contractor's"fiscal year"in which Guidance — 2 CFR Part 200 ("Single Audit
the Contractor has received, or will receive, three Report"). Single Audit Reports must also be
hundred thousand($300,000.00)dollars or more from uploaded to the Federal Audit Clearinghouse, to
the County, whether under the Contract or other the extent required by the OMB Uniform Grant
agreements with the County,and shall submit a report Guidance referred to above. In addition,the Single
to the County on the overall financial condition and Audit Report,respective financial statements and
operations of time Contractor,including a balance sheet any Management Letters must be submitted to the
and statement of income and expenses,attested by the Department set forth on page one of this Contract
Auditor as fairly and accurately reflecting the and emailed to the Executive Director of Auditing
accounting records of the Contractor in accordance Services at
with generally accepted accounting principles. The subrecipientmonitoringna7suffolkcountyny.gov
audited financial statements including respective within thirty (30) days after completion of the
Management Letters must be emailed to the Executive audit, but in no event later than nine (9) months
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atter the end of the Contractor's fiscal year, to a proposed purchase, rental or lease, with a list
which the audit relates. showing the quantity and description of each item,
its intended location and use,estimated unit price
ii.) In the event the Contractor is a"Subrecipient"as or cost, and estimated total cost of the proposed
that term is defined in 2 CFR § 200.93 and the order Written approval of the County shall be
Contractor expends less than seven hundred fifty required before the Contractor may proceed with
thousand($750,000.00)dollars of Federal moneys, such proposed purchase, rental .or lease of
whether as a recipient expending awards received furniture, fixtures or equipment. All items
directly from Federal awarding agencies or as a purchased must be new or like new unless
Contractor expending Federal awards received specifically described otherwise in the Budget.
from a pass-through entity such as New York State
and/or Suffolk County, during any fiscal year the b. Purchase Practices/Proprietary Interest of
Contractor must email a certified Exemption Letter, County
the form of which shall be provided by the
Department,on the Contractor's Letterhead and a i.) The Contractor shall follow the general
Schedule of Federal Funds Expended to the practices that are designed to obtain
respective County Department and the Executive furniture,fixtures,equipment,materials,
Director of Auditing Services at or supplies at the most reasonable price
subrecipientmonitoringnsuffolkcountyny.gov or cost possible.
within thirty (30) days of the end of the
Contractor's fiscal year. The Schedule of Federal ii.) The County reserves the right to
Funds Expended must include all Federal funding purchase or obtain furniture, fixtures,
received directly from the Federal government and equipment,materials,or supplies for the
all Federal funds passed through from the County Contractor in accordance with the
and other pass-through entities. programmatic needs of the Contract. If
the County exercises this right, the
iii.) Subrecipients may include,but not necessarily be amount budgeted for the items so
limited to, not-for-profit organizations; units of purchased or obtained by the County for
state government or a unit of local governments. the Contractor shall not be available to
the Contractor for any purpose
e. Copies of any other audit reports including oversight whatsoever. Title to any such items
agency audits must be submitted to the Department set purchased or otherwise obtained by the
forth on page one of this Contract and emailed to the County for the programs encompassed
Executive Director of Auditing Services at by the Contract and entrusted to the
Audits rsuffolkcountyny.gov within thirty (30) days Contractor,shall remain in the County.
after completion of the audit(s). iii.) The County shall retain a proprietary
L The requirements set forth in this paragraph 6 shall not interest in all furniture, removable
preclude the authorized representatives of the County, fixtures, equipment, materials, and
the Comptroller, or Federal or State entities from supplies purchased or obtained by the
conducting any other duly authorized audit(s) of Contractor and paid for or reimbursed to
records and financial statements of the Contractor. The the Contractor pursuant to the terms of
Contractor shall make such records and financial the Contract or any prior agreement
statements available to authorized representatives of between the parties.
Federal,State and County government for that purpose. iv.) The Contractor shall attach labels
g. The provisions of this paragraph 6 shall survive the indicating the County's proprietary
expiration or terrmnation of the Contract. interest or title in all such property.
7. Furniture,Fixtures,Equipment,Materials,Supplies C. County's Right to Take Title and Possession
a. Purchases, Rentals or Leases Requiring Prior Upon the termination or expiration of the Contract
Approval or any renewal thereof, the discontinuance of the
business of the Contractor, the failure of the
Prior to placing any order to purchase,rent or lease Contractor to comply with the terms of the
any furniture, fixtures, or equipment valued in Contract, the bankruptcy of the Contractor, an
excess of one thousand dollars($1,000.00)per unit assignment for the benefit of its creditors, or the
for which the Contractor will seek reimbursement failure of the Contractor to satisfy any judgment
from the County,the Contractor shall submit to the against it within thirty (30) days of filing of the
County a written request for approval to make such judgment,the County shall have the right to take
title to and possession of all furniture,removable
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fixtures,equipment,materials,and supplies and the removable fixtures, equipment, materials or
same shall thereupon become the property of the supplies in the Contractor's custody in which the
County without any claim for reimbursement on the County has a proprietary interest, in the same
part of the Contractor. condition as such property was received by the
Contractor, reasonable wear and tear excepted.
d. Inventory Records,Controls and Reports Any disposition, settlements or adjustments
connected with such property shall be in
The Contractor shall maintain proper and accurate accordance with the rules and regulations of the
inventory records and controls for all such County and the State of New York.
furniture, removable fixtures and equipment
acquired pursuant to the Contract and all prior 8. Lease or Rental Agreements
agreements between the parties,if any. Three(3)
months before the expiration date of the Contract, If lease payments or rental costs are included in the Budget as
the Contractor shall make a physical count of all an item of expense reimbursable by the County, the
items of furniture, removable fixtures and Contractor shall promptly submit to the County, upon
equipment in its custody, checking each item request, any lease or rental agreement. If during the Term,
against the aforesaid inventory records. A report the Contractor shall enter into a lease or rental agreement,or
setting forth the results of such physical count shall shall renew a lease or rental agreement,the Contractor shall,
be prepared by the Contractor on a form or forms prior to the execution thereof, submit such lease or rental
designated by the County,certified and signed by agreement,to the County for approval.
an authorized official of the Contractor,and one(1)
copy thereof shall be delivered to the County
within five (5) days after the date set for the 9. Statement of Other Contracts
aforesaid physical count. Within five(5)days after
the termination or expiration date of the Contract, Prior to the execution of the Contract, the Contractor shall
the Contractor shall submit to the County six(6) submit a Statement of Other Contracts to the County. If the
copies of the same report updated to such date of Contract is amended during the Term, or if the County
authorized exercises its option right,the Contractor shall submit a then
the Contract,certified and signed by s
official of the Contractor,based on a physical count current Statement of Other Contracts.
of all items of furniture, removable fixtures and
equipment on the aforesaid expiration date, and 10. Miscellaneous Fiscal Terms and Conditions
revised, if necessary, to include any inventory
changes during the last three (3) months of the a. Limit of County's Obligations
Term.
The maximum amount to be paid by the County is
e. Protection of Property in Contractor's Custody set forth on the first page of the Contract.
The Contractor shall maintain vigilance and take all b. Duplicate Payment from Other Sources
reasonable precautions to protect the furniture,
fixtures, equipment, material or supplies in its Payment by the County for the Services shall not
custody against damage or loss by fire, burglary, duplicate payment received by the Contractor from
theft,disappearance,vandalism, or misuse.In the any other source.
event of burglary, theft, vandalism, or
disappearance of any item of furniture, fixtures, C. Funding Identification
equipment, material or supplies, the Contractor
shall immediately notify the police and make a The Contractor shall promptly submit to the
record thereof,including a record of the results of County upon request,a schedule for all programs
any investigation which may be made thereon. In funded by the County, itemizing for each such
the event of loss of or damage to any item of program the sums received, their source and the
furniture, fixtures, equipment, materials, or total program budget.
supplies from any cause, the Contractor shall
immediately send the County a detailed written d. Outside Funding for Non-County Funded
report thereon. Activities
f. Disposition of Property in Contractor's Custody Notwithstanding the foregoing provisions of the
Contract, it is the intent of the County that the
Upon termination of the County's funding of any terms and conditions of the Contract shall not limit
of the Services covered by the Contract,or at any the Contractor from applying for and accepting
other time that the County may direct, the outside grant awards or from providing additional
Contractor shall make access available and render educational activities/services which may result in
all necessary assistance for physical removal by the the Contractor incurring additional costs,as long as
County or its designee of any or all furniture, the following conditions are met:
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reimbursement to the County for payments made
i.) The County is not the Fund Source for hereunder by the County to the Contractor for
the additional services; expenditures made during the Term because of any
ii.) Sufficient funding is available for or can act, omission or negligence on the part of the
be generated by the Contractor to cover Contractor, then the County may deduct and
withhold from any payment due to the Contractor
the cost incurred by the Contractor to an amount equal to the reimbursement denied by
provide these additional services;and the state or federal government agency, and the
iii.) If sufficient funding is not available or County's obligation to the Contractor shall be
cannot be generated, the County shall reduced by any such amounts. In such an event,if
not be held liable for any of the there should be a balance due to the County after it
additional costs incurred by the has made a final payment to the Contractor under
Contractor in furnishing such additional the Contract, on demand by the County, the
services. Contractor shall reimburse the County for the
amount of the balance due the County,payable to
iv.) Prior to scheduling any such additional the Suffolk County Comptroller.The provisions of
services on County-owned property,the this subparagraph shall survive the expiration or
Contractor shall obtain written County termination of the Contract.
approval. The Contractor shall, to the
County's satisfaction, submit any h. Budget
documentation requested by the
Department reflecting the change, and The Contractor expressly represents and agrees that
identify the additional services to be the Budget lists all revenue, expenditures,
provided and the source of funding that personnel,personnel costs and/or all other relevant
shall be utilized to cover the costs necessary to provide the Services.
expenditures incurred by the Contractor
in undertaking the additional services. i. Payment of Claims
e. Potential Revenue Upon receipt of a Suffolk County Payment
Voucher,the County,at its discretion,may pay the
The Contractor shall actively seek and take Contractor during the Term,in advance,an amount
reasonable steps to secure all potential funding not to exceed one sixth (1/6) of the maximum
from grants and contracts with other agencies for amount to be paid by the County set forth on the
programs funded by the County. first page of the Contract.
E Payments Contingent upon State/Federal j. Payments Limited to Actual Net Expenditures
Funding
The Contractor agrees that if, for any reason
Payments under the Contract may be subject to and whatsoever,the Contractor shall spend during the
contingent upon continued funding by State and/or Term for the purposes set forth in the Contract an
Federal agencies. In the event payments are subject amount less than, or receive amounts more than,
to such funding no payment shall be made until the provided in the Budget, the total cost of the
Contractor submits documentation in the manner Contract shall be reduced to the net amount of
and form as shall be required by State and/or actual Contractor expenditures made for such
Federal agency. If late submission of claims purposes. The total amount to be paid by the
precludes the County from claiming State or County shall not exceed the lesser of(i)actual net
Federal reimbursement, such late claims by the expenditures or(ii)the total cost of the Contract on
Contractor shall not be paid by the County subject the cover page and in the Budget. Upon
to subparagraph g. below, if, for any reason, the termination or expiration of the Contract, if the
full amount of such funding is not made available Contractor's total amount of allowable expenses is
to the County,the Contract may be terminated in less than the total amount of the payments made
whole or in part, or the amount payable to the during the Term, the Contractor shall prepare a
Contractor may be reduced at the discretion of the check payable to the Suffolk County Comptroller
County, provided that any such termination or for the difference between the two amounts and
reduction shall not apply to allowable costs submit such payment to the County,along with the
incurred by the Contractor prior to such final Suffolk County Payment Voucher.
termination or reduction,and provided that money
has been appropriated for payment of such costs. k. Travel, Conference, and Meeting Attendance:
g. Denial of Aid SOP A-07 Amendment 1
If a State or Federal government agency is funding Reimbursement to the Contractor for travel costs
the Contract and fails to approve aid in shall not exceed amounts allowed to County
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employees. All conferences that are partially or End of Text for Article V-B
fully funded by the County that the Contractor's
staff wishes to attend must be pre-approved, in
writing,by the County and must be in compliance
with Suffolk County Standard Operating Procedure
A-07 which may be viewed online at the County's
website, SuffolkCountyny.gov; go to
"Government," then "Comptroller," then
"Consultant's Agreements."
1. Salaries
The Contractor shall not be eligible to receive any
salary reimbursement until proof of deposit or
payment of all withholding and payroll taxes to the
Federal/State governments has been provided to the
County.
M. Salary Increases
No salary, wage, or other compensation for the
Services shall be increased over the amount stated
in the Budget without the prior written approval of
the County.
n. Contractor Vacancies
The County shall have the right of prior approval of
the Contractor's filling of any vacant position as of
the date of execution of the Contract or as may
thereafter become vacant, and, in the exercise of
that right.The County may promulgate reasonable
regulations involving filling of vacancies which
shall be deemed to be incorporated by reference in,
and be made part of, the Contract, provided,
however,that subject to the availability of funding,
approval for the hiring of replacement clerical shall
be a Contractor determination.
o. No Limitation On Rights
Notwithstanding anything in this Article V to the
contrary,the County shall have available to it all
rights and remedies under the Contract and at law
and equity.
p. Comptroller's Rules and Regulations
The Contractor shall comply with the
"Comptroller's Rules and Regulations for
Consultant's Agreements" as promulgated by the
Department of Audit and Control of Suffolk
County and any amendments thereto during the
Term of the Contract. The"Comptroller's Rules
and Regulations for Consultant's Agreements"and
"SOP A-07 Amendment 1"may be viewed online
at the County's website,SuffolkCountyny.gov;go
to "Government," then "Comptroller," then
"Consultant's Agreements."
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Nutrition Program for the Elderly
Article VI-B
Budget
Town of Southold
'RATE PAGE
Nutrition Program for the Elderly
January 1,2020—December 31,2020
CONGREGATE MEALS
$6.40
HOME-DELIVERED MEALS
$6.79
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Exhibit 1
SUBRECIPIENT CONTRACT DOCUMENTATION
Granting Department:` Federal Awarding .Federal Award Identification- CFDA Number:
Agency: Number: = 93.045
Health and Human
Suffolk County.Office for.the Services MA
Aging
Awarding Oficial Name.and w County Contract ContractNumber:
;°" Federal Award Date:
Contact Information: Number: 1/1/20
Suffolk County Office for the 22 AG-020-B Federal Percentage:90°A."
A&Ag; Contract Period of State Percentages:. a
rn
100 Veterans,Meoriat.H Performance: County Percentage:101°
:= 1/1/20-12/31/20.
Hauppauge,,NY 11788'
:Subei cipient-Name&Address- ' Research& Federal Funds Obligated'by Federal Funds
Town of Southold Development this Action Obligated to
53095 Main Road ❑Yes xNo $72 805:00 Subrecipient by
, County includin
Total Federal Award tY 9
PO BOX 1179 Committed to current obligation:
Southold' NY 11971 Subrecipient by the $72,805.00
County:
$72,805.00
Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs):
Not to exceed 20%00
Appioved4 derally-recognized indirect costrate negotiated-between the`subrecipient aril the Federal
Government or,if no'such rate.exists,either-a-rate.negotiated between.ttie pass-through'entity acid the
subrecipient-(in compliance with this,part);:or a de. mimmis indirect cost rate as defined.in'§200.4141ndirect
.(F&A)costs;paragraph{f):
Not to exceed 20%
Federal Award Project Description:
Title IIIC-1 of the Older Americans Act
.Req`uirements imposed by the pass-through entity,on the subrecipient so that the Federal award'is used in
accordance with Federal statutes;.regulations:and the terms:and conditions of the Federal-award:
Reg uirements are'detailed Inthe contract with Suffolk County.
Additional requirements that the pass-through entity imposes on the subrecipient in order for the pass-through
entity to meet its own responsibility to the Federal awarding agency including identification of any required
financial and performance reports:
Requirements are detailed in the contract with Suffolk County
Close=Out°Direction:
All vouchers and backup must be,submitted within 30 days.of'award`period:.
The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.331.
24 of 25 pages
EXHIBIT 1
F
Rev.'Ir/21/2017; Law No. IFMS NO. 200000009018
CFDA/Subrecipient Line Item/Omnibus Grant 001-6790/6797/6774/6777-4980,6776-3330-95230
Nutrition Program for the Elderly
Exhibit 1
SUBRECIPIENT CONTRACT DOCUMENTATION
Granting,Department; Federal AwardingFederaCAward Identification
CFDA Number:
ty " ' Agency: 93053.
Suffolk County,Office.for the Number: ,�
Ain Health and Human NIA
Aging. , Services
Awarding'Oft'icial Name`and County Contract C_ ontract'Per+centage:" Federal Award Date:
Contact lnfomiation:. Number:22-AG-020B 1/1/20
Suffolk CountwOffice br the, Federal Pereentage:1000/0.'
Aging , " Contract Period of -State Percentage:"
100 Veterans Mdrndrial,l•ian►y Performance: 'Courtty Percentage:
PO-BOX-6106 ' 1/1/2-12/31/20.
Hauppauge;.NY 11788
Sulrrecipient-Name'&Address.., Research& Federal-Fund.s obligated by Federal Funds
1=66f Southold Development this Action: .. Obligated to
❑Yes Mo Subrecipient by
53095 Allain Road $29,080.00.
Total Federal Award
County including
PA.BOX1179° a = Committed to current obligation:
...Southold NY 11971 Subrecipient by the $29,080.00
:. County:
$29080.00
Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs):
NIA
Approved federally recognized indirect cost rate negotiated between the.subrecipient and the Federal' `
Government or;.1f no such rete eidsts,.erther a rate negotiated between the pass4hrough-en-ntity and,the
subrecipient(in'compliance with this part);of a ile minimis:indirect cost rate as defined"in§200.4141ndirect ,
(F&A)costs,'paragraph(f):, .
N/A'
,. ; .... _
Federal Award Project Description:
Nutrition Services Incentive Program
Requirements imposed by thd.pass-through entity on the subrecipient,so that.the Federal'award is"used in;
accordance with Federal statutes, regulations and the terms and conditions of•the Federal.award:' '
Re uiremenis are detailed in,the contract with Suffolk Coma" .
Additional requirements that the pass-through entity imposes on the subrecipient in order for the pass-through
entity to meet its own responsibility to the Federal awarding agency including identification of any required
financial and performance reports:
Requirements are detailed in the contract with Suffolk County
Close-Out Direction':
All vouchers and-b8ckup must be submitted'within-30 days.of.`alose of:award:period.,.
The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.331.
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EXHIBIT 1