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HomeMy WebLinkAboutCommunity Development Block Grant , v RRE1,}0 vvAAV ED Rev:09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant AGREEMENT This Agreement("Agreement" or"Contract"), is between the County of Suff�k(thee"County"), a municipal corporation of the State of New York, acting through its duly constituted Office of Community Development, (the "Department"), located at 100 Veterans Memorial,Highway, P.O. Box 6100, Hauppauge,N.Y. 11788, and the Town of Southold, (the "Contractor"), a municipal corporation under the laws of the State of New York, located at 53095 Main Road,PO Box 1179, Southold,NY 11971. The Contractor has heretofore expressed its desire to undertake or assist in undertaking essential community development and housing assistance activities as set forth in the Housing and Community Development Act of 1974, as amended (hereinafter referred to as "the Act"), as set forth in Article I entitled "Description of Services and Budget," attached. The County has received and accepted a grant from the U.S. Department of Housing and Urban Development (hereinafter referred to as "HUD")for the purposes of the Act pursuant to Suffolk County Resolution No.290-2021 and the parties desire to undertake various eligible activities under the Act;and the parties heretofore have entered into a cooperative Agreement for said purposes. Term of Agreement: Shall be from September 1,2020 throulzh August 31,2022 and shall include two(2) one -year options to renew as provided in Paragraph 5 of Article 1, "Term; Options for Renewal,"unless sooner terminated as provided for herein. Total Cost of Agreement: Shall not exceed $160,000,as further set forth in this Agreement. Terms and Conditions: Shall be set forth in Articles I through VII and Exhibits 1 through 6 attached hereto and made a part hereof. In Witness Whereof,the parties hereto have executed this Contract as o41ast- e written below Town of Southold COUNOLK By: By: Scott A. ussell, Supervisor Lisa M. Black Fed. Tax ID#11-600 939 Chief Deputy Co my Executive Date: 3s Date: 1 `Z Scott A. Russell, hereby certifies under penalties of perjury that I am an officer of the Town of Southold,that Approved: I have read and I am familiar with §A5-8 of Article V of the Suffolk County Code, and that the Town of Southold Department of Economic Development&Planning meets all requir ments to qualify for exemption thereunder. By: ate q I3 Al Sarah Lansdale Scott A. ssell, Supervisor PTg 2 1 for Date: 11 Approved to F;grm: Dennis M. �,�Suffolk County Attorney B Date Tracking#0068726 rittany Tol da o,Assistant County Attorney r 1 • 1 I Rev.09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant List of Articles Article I Description of Services 1. Conflicting Provisions 2. Additional Definitions 3. Project Descriptions 4. Budget 5. Term; Options for Renewal 6. Federal CFDA Sub recipient Requirements 7. Contract Agency Performance Measures and Reporting Requirements-Local Law 41-2013 8. Suffolk STAT Article II Definitions 1. Meanings of Terms 2. Elements of Interpretation Article III General Terms and Conditions 1. Contractor Responsibilities a. Duties and Obligations b. Qualifications, Licenses,and Professional Standards c. Notifications d. Documentation of Professional Standards e. Credentialing f. Engineering Certificate 2. Termination a. Thirty Days Termination b. Event of Default: Termination on Notice c. Termination Notice d. Duties upon Termination 3. Indemnification and Defense 4. Insurance 5. Independent Contractor 6. Severability 7. Merger;No Oral Changes 8. Set-Off Rights 9. Non-Discrimination in Services 10.Nonsectarian Declaration 11. Governing Law 12.No Waiver 13. Conflicts of Interest 14. Cooperation on Claims 15. Confidentiality 16.Assignment and Subcontracting 17. Changes to Contractor 18.No Intended Third-Party Beneficiaries 19. Certification as to Relationships 20. Publications 21. Copyrights and Patents a. Copyrights 2 y Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant b. Patents 22. Arrears to County 23. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction 24. Certification Regarding Lobbying 25. Record Retention 26. Contract Agency Performance Measures and Reporting Requirements-Local Law No. 41-2013 27. Notice 28.Federal Non-Discrimination in Services 29. Constitutional Prohibition 30. Obligations of Contractor With Respect to Certain Thir&Party Relationships Article IV Suffolk County Legislative Requirements 1. Contractor's/Vendor's Public Disclosure Statement 2. Living Wage Law 3. Use of County Resources to Interfere with Collective Bargaining Activities 4. Lawful Hiring of Employees Law 5. Gratuities 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 7. Child Sexual Abuse Reporting Policy 8. Non Responsible Bidder 9. Use of Funds in Prosecution of Civil Actions Prohibited 10. Youth Sports 11. Work Experience Participation 12. Safeguarding Personal Information of Minors 13. Contract Agency Performance Measures and Reporting Requirements 14. Suffolk County Local Laws Website Address 15. Suffolk County Code of Ethics Article V General Fiscal Terms and Conditions 1. General Payment Terms a. Presentation of Suffolk County Payment Voucher b. Voucher Documentation c. Payment by County d. Budget Modification e. Budget and/or Services Revisions f. Taxes g. Final Voucher 2. Subject to Appropriation of Funds 3. Personnel Salaries,Pension and Employee Benefit Plans,Rules and Procedures 4. Accounting Procedures 5. Audit of Financial Statements 6. Financial Statements and Audit Requirements 7. Furniture,Fixtures,Equipment,Materials, Supplies a. Purchases,Rentals or Leases Requiring Prior Approval b. Purchase Practices/Proprietary Interest of County c. County's Right to Take Title and Possession d. Inventory Records, Controls and Reports e. Protection of Property in Contractor's Custody f. Disposition of Property in Contractor's Custody 3 ti a Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant 8. Lease or Rental Agreements 9. Statement of Other Contracts 10. Miscellaneous Fiscal Terms and Conditions a. Limit of County's Obligations b. Duplicate Payment from Other Sources c. Funding Identification d. Outside Funding for Non-County Funded Activities e. Potential Revenue f. Payments Contingent upon State/Federal Funding g. Denial of Aid h. Budget i. Payment of Claims j. Payments Limited to Actual Net Expenditures k. Travel, Conference, and Meeting Attendance: SOP A-07 Amendment 1 1. Salaries in. Salary Increases n. Contractor Vacancies o. No Limitation on Rights p. Comptroller's Rules and Regulations Article VI: Federal Requirements 1. Grant Administration 2. County- Contractor Relationship 3. National Objectives 4. Performance 5. Citizen Participation 6. Flood Disaster Protection 7. Equal Employment Opportunity and Affirmative Action 8. Compliance with Section 3 of the Housing and Urban Development Act 9. Minority Business and Women's Business Enterprise 10. Lead Based Paint Hazard 11. Fire Prevention and Control Act 12. Federal Labor Standards Provisions 13. Compliance with Air and Water Acts 14. Relocation Assistance and Acquisition of Real Property 15. Consolidated Plan 16. Displacement 17. Books and Records of Accounting 18. Program Income 19. Real Property 20. Reversion of Assets 21. Procurement of Equipment Services, Supplies and Materials 22. Use of Federal Funds for Lobbying 23. Political Activities 24. Funding Identification 25. Offset of Arrears or Default 26. Federal Uniform Administrative Standards 27. Force Majeure 4 r Y Rev. 09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant Article VII: Environmental Requirements Exhibits Exhibit I Suffolk County Payment Voucher Exhibit 2 County of Suffolk Consultant's Expense Summary Exhibit 3 County of Suffolk Consultant's Time Summary Exhibit 4 Code of Federal Regulations Exhibit 5 Sub recipient Contract Documentation Exhibit 6 Suffolk STAT KPIs/Performance Indicators,if applicable 5 [ Y Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant Article I Description of Services and Budget WHEREAS,the County has applied to HUD for Community Development Block Grant("CDBG") funds from the United States Government under Title I of the Housing and Community Development Act of 1974,as amended,Public Law 93-383; and WHEREAS,HUD has approved the County's application for CDBG funds; and WHEREAS,as part of its submission to HUD,the Department included the Contractor's proposal to utilize CDBG funds for the projects contemplated by this Agreement;and WHEREAS,the Services are provided pursuant to CDBG program,with a Catalog of Federal Assistance ("CFDA")Number of 14.218 (hereinafter"the Grant"), information for which is set forth in Exhibit 5, entitled"Sub recipient Contract Documentation;"and WHEREAS, pursuant to Suffolk County Resolution 290-2021, the Suffolk County Legislature approved the allocation of a portion of the County's CDBG funds to the Contractor. NOW THEREFORE,the parties hereto agree as follows: 1. Conflicting Provisions In the event of any conflict between this Article I and any other provision to this Contract, such other provision shall prevail unless it is expressly stated that this Article I shall prevail. 2. Additional Definitions a. Action Plan-the one-year portion of the Consolidated Plan. b. Community Development Block Grant Program or CDBG Program - federal program created under the Housing and Community Development Act of 1974 and administered by HUD. The CDBG Program provides grant funds to local and state governments to be used to develop viable urban communities by providing decent housing with a suitable living environment and expanding economic opportunities to assist low-and moderate- income. c. Community Development Agency- an agency responsible for administering and distributing community development funds received annually from HUD, as well as funds from local and state government and other sources. The Department serves as a Community Development Agency for the purposes of administering and distributing CDBG funds pursuant to this Agreement. d. Consortium- geographically contiguous units of general local government consolidated to be in a single unit of general local government for certain HUD program purposes when certain HUD requirements are met. e. Consolidated Plan -the document prepared by the Department and submitted to HUD describing the housing needs of the low-and moderate-income residents,outlining strategies to meet the needs and listing all resources available to implement the strategies. L Suffolk County Consortium — a consortium comprised of six Suffolk County towns and six Suffolk County villages, including the Towns of East Hampton, Riverhead, Shelter Island, Smithtown, Southampton, and Southold and the Villages of Greenport, Sag Harbor, Southampton, The Branch, Westhampton Beach, and Westhampton Dunes. 6 � Y Rev. 09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant g. Suffolk Coup, Cooperation Agreement - the legally binding cooperation agreement executed by all members of the Suffolk County consortium, which contains all of the requirements as set forth in law, regulations,and HUD memorandums for retaining designation as a Consortium. 3. Project Descriptions Pursuant to this Agreement,the Contractor shall utilize CDBG funds for the projects listed below. a. Sidewalk Improvements for Accessibility- Seniors—Project No. 101235-03L-20—Construction of sidewalks, curbing, aprons, curbcuts,bulkheads and crosswalks,to extend from the Human Resource Center/Senior Center to adjoin sidewalks on the North side of Sound Ave,to allow seniors safe walking access to the local shops. b. Community Action Southold Town (CAST)—Project No. 105701-05-20 — CAST provides emergency food, school supplies, furniture and clothing for low-income families. c. Maureen's Haven —Project No. 105801-05-20 —Program provides shelter, meals, counseling and support to homeless towards a goal of self-sufficiency. 4. Budget The total cost of this Agreement shall not exceed $160,000. The individual CDBG projects contemplated by this Agreement are not to exceed the budgeted amounts set forth below. PROJECT PROJECT NUMBER BUDGET a. Sidewalk Improvements for Accessibility-Seniors 101235-03L-20 $ 150,000 b. Community Action Southold Town(CAST) 105701-05-20 $ 5,000 c. Maureen's Haven-Southold 105801-05-20 $ 5,000 Total CDBG Amount $160,000 5. Term; Options for Renewal Shall be as set forth on page 1 of this Agreement. The County shall have two (2) one-year options to renew this Agreement as follows: a. First Option to Renew Unless sooner terminated pursuant to the provisions herein, the first option to renew this Agreement for a one (1)year period shall automatically take effect on September 1, 2022 unless the County notifies the Contractor, in writing, by May 31, 2022, that the County is not exercising its option to renew. The County is under no obligation to renew this Agreement and may choose not to renew if, among other things,the Contractor is not in compliance with HUD rules, regulations and memorandum, including, but not limited to, the timely expenditure requirements set forth in Article VI,Paragraph 4 of this Agreement, entitled"Performance." b. Second Option to Renew Unless sooner terminated pursuant to the provisions herein, the second option to renew this Agreement for a one (1) year period shall automatically take effect on September 1, 2023 unless the County notifies the Contractor, in writing, by May 31, 2023 that the County is not exercising its option to renew. The County is under no obligation to renew this Agreement and may choose not to renew if,among other things,the Contractor is not in compliance with HUD rules, regulations and memorandum, including, but not limited to, the timely expenditure requirements set forth in Article VI Paragraph 4 of this Agreement entitled"Performance. 7 r T Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant c. Unexpended CDBG Funds If the County chooses not to exercise its option(s)to renew this Agreement,the Contractor shall not be entitled to the balance of any unexpended CDBG funds remaining as of the date the County notifies the Contractor of its determination not to exercise its option. Instead,the Department shall distribute such funds in its sole discretion, consistent with CDBG Program laws and regulations and state and local laws and regulations. 6. Federal CFDA Sub recipient Requirements a. The Contractor shall provide the Services in accordance with this Article I and the Grant Contract. b. For the purposes of this Contract, the Contractor is a "Sub recipient" as that term is defined in Section 200.93 of Title 2 of the Code of Federal Regulations("CFR"). All provisions applicable to Sub recipients in Part 200 of Title 2 of the CFR, entitled "Uniform Administrative Requirement's, Cost Principles, and Audit Requirements for Federal Awards" shall apply to the Contractor. C. To the extent that the this Contract is funded, in whole or part with Federal funds, or mandated by Federal laws, (i) the provisions of the Contract that conflict with Federal rules, Federal regulations or Federal program specific requirements shall not apply and (ii) the Contractor shall comply with all applicable Federal rules,regulations and program specific requirements,including,but not necessarily limited to,those provisions set forth in Part 200 of Title 2 of the Code of Federal Regulations, entitled "Uniform Administrative Requirement's, Cost Principles, and Audit Requirements for Federal Awards," as may be amended. d. Contractor shall provide all Services in a manner satisfactory to the Department and in compliance with applicable federal and state requirements, laws and regulations. e. The County shall regularly monitor the performance of Contractor against the goals and performance standards set forth herein and as may be set forth in the Grant. Such monitoring may consist, but not necessarily be limited to, Contractor site visits, Contractor conferences, and requests for reports and data. Contractor shall cooperate with the Department's monitoring to the fullest extent possible, including, but not limited to,permitting Department access to Contractor's site, data and providing requested reports in a timely manner. f. The provisions of this paragraph shall survive the termination or expiration of the Contract. Contractor shall include these provisions in any subcontract it enters, as shall have been approved by the County,for the Services. 7. Contract Agency Performance Measures and Reporting Requirements—Local Law 41-2013 a. If payment under this Contract may exceed $50,000, it is subject to the requirements of Suffolk County Local Law No. 41-2013, a Local Law to Implement Performance Measurements to Increase Accountability and Enhance Service Delivery by Contract Agencies(Article VIII of Chapter 189 of the Suffolk County Code)as set forth in Article IV of this Contract entitled"Suffolk County Legislative Requirements." b. The Contractor shall cooperate with the Department in all aspects necessary to carry out the requirements of Local Law 41-2013. 8. Suffolk STAT Beginning in the second month of the Contract term for contracts subject to Suffolk County Local Law No.41- 2013,the Contractor shall submit monthly actual performance data, also known as key performance indicators ("KPIs") for the prior month's data,and analysis of the Contract performance measures via the County's Suffolk 8 x Rev.09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant STAT application by linking onto http://suffolkstat.stiffolkeouniyny.gov ny.gov no later than the 15th of each month of the Contract Term as more specifically set forth in Exhibit 6 to this Contract, if applicable. End of Article I 9 4 Rev. 09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant Article II Definitions a. the Contractor's failure to perform any duty required of it under paragraphs 1(b)- 1. Meanings of Terms (e) of Article III of the Contract; or As used herein: b. the Contractor's failure to maintain the amount and types of insurance with an "Audit of Financial Statements"means the examination authorized insurer as required by the by the Comptroller and any Federal or State auditing Contract; or authority of the financial statements of the Contractor resulting in the publication of an independent opinion on C. the Contractor's failure to maintain whether or not those financial statements are relevant, insurance required by the Contract with accurate, complete, and fairly presented. an insurer that has designated the New York Superintendent of Insurance as its "Budget"means the Contractor's summary or plan of all lawful agent for service of process; or intended revenue, whether received in the form of fees, grants, County funding, or any other source, and d. the Contractor's failure to comply with expenditures necessary to render the Services. any Federal, State or local law, rule, or regulation, and County policies or "Budget Deficiency Plan"means an analysis of the cost directives; or of the Services,changes in fiscal conditions,and required modifications to the Contract to continue to render the e. the Contractor's bankruptcy or Services. insolvency; or "Comptroller" means the Comptroller of the County of L the Contractor's failure to cooperate in an Suffolk. Audit of Financial Statements; or "Contract" means all terms and conditions of this g. the Contractor's falsification of records Contract forming all rights and obligations of the or reports, misuse of funds, or Contractor and the County. malfeasance or nonfeasance in financial record keeping arising out of, or in "Contractor" means the signatory corporation, its connection with, any contract with the officers, officials, employees, agents, servants, sub- County; or contractors, volunteers, and any successor or assign of any one or more of the foregoing performing the Services. h. the Contractor's failure to submit, or failure to timely submit, documentation "County"means the County of Suffolk, its departments, to obtain Federal or State funds; or and agencies. i. the inability of the County or the "County Attorney" means the County Attorney of the' Contractor to obtain Federal or State County of Suffolk. funds due to any act or omission of the Contractor; or "Department" means the signatory department approving the Contract. j. any condition that the County determines, in its sole discretion, is "Engineering Services" means the definition of the dangerous. practice of engineering and the definition of practice of land surveying, as the case may be, under Section 7201 k. the failure to comply with Local Law 41- and Section 7203 of the State Education Law, 2013 and related contractual respectively. requirements. "Federal" means the United States government, its "Event of Default"means departments, and agencies. 10 � r r Rev.09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant words importing the singular number shall mean and "Fringe Benefits" means non-wage benefits which include the plural number and vice versa. Words accompany, or are in addition to, a person's salary, such importing persons shall include firms, associations, as paid insurance, sick leave, profit-sharing plans, paid partnerships (including limited partnerships), trusts, holidays, and vacations. corporations, and other legal entities, including public bodies, as well as natural persons, and shall include "Fund Source"means any direct or indirect sum payable successors and assigns. to the Contractor by the County pursuant to any lawful obligation. Capitalized terms used,but not otherwise defined,herein, shall have the meanings assigned to them in the Contract. "Legislature" means the Legislature of the County of Suffolk. End of Text for Article II "Management Letter"means a letter certified as true by the Contractor's certified public accountant or chief financial officer of findings and recommendations for improvements in internal fiscal control that were identified during an Audit of Financial Statements, but which were not required to be included in an audit report. "Municipal Corporation" means a town, village, or school district. "Services" means all that which the Contractor must do, and any part thereof arising out of, or in connection with, the Contract as described in Article I "Description of Services." "State"means the State of New York. "Statement of Other Contracts" means a complete list of all other contracts under which money has been or will be paid to the Contractor 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 11 Rev. 09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant Article III longer licensed to perform the Services, General Terms and Conditions the Contractor must immediately notify the County, but in no event shall such 1. Contractor Responsibilities notification be later than five (5) days after a license holder has lost the license a. Duties and Obligations required to qualify the license holder or the Contractor to perform the Services. i.) It shall be the duty of the Contractor to discharge, or cause to be iii.) In the event that the Contractor is discharged, all of its responsibilities,and not able to perform the Services due to a to administer funds received in the loss of license,the Contractor shall not be interest of the County in accordance with reimbursed for the Services rendered the provisions of the Contract. after the effective date of termination of such license. Without limiting the ii.) The Contractor shall promptly generality of the foregoing, if any part of take all action as may be necessary to the Contract remains to be performed, render the Services. and the termination of the license does not affect the Contractor's ability to iii.) The Contractor shall not take any render the Services,every other term and action that is inconsistent with the provision of the Contract shall be valid provisions of the Contract. and enforceable to the fullest extent permitted by law. iv.) Services provided under this Contract shall be open to all residents of d. Documentation of Professional the County. Standards b. Qualifications, Licenses, and The Contractor shall maintain on file, in one Professional Standards location in Suffolk County, all records that demonstrate that it has complied with sub- The Contractor represents and warrants that it paragraphs(b)and(c)above. The address of the has, and shall continuously possess, during the location of the aforesaid records and documents Term, the required licensing, education, shall be provided to the County no later than the knowledge, experience, and character necessary date of execution of the Contract. Such to qualify it to render the Services. documentation shall be kept, maintained, and available for inspection by the County upon The Contractor shall continuously have during twenty-four(24)hours notice. the Term all required authorizations, certificates, certifications,registrations,licenses,permits,and e. Credentialing other approvals required by Federal, State, County, or local authorities necessary to qualify i.) In the event that the Department, it to render the Services. or any division thereof, maintains a credentialing process to qualify the C. Notifications Contractor to render the Services, the Contractor shall complete the required i.) The Contractor shall credentialing process. In the event that immediately notify the County, in any State credential, registration, writing, of any disciplinary proceedings, certification or license, Drug commenced or pending, with any Enforcement Agency registration, or authority relating to a license held by any Medicare or Medicaid certification is person necessary to qualify him, her, or restricted, suspended, or temporarily or the Contractor to perform the Services. permanently revoked, it is the duty of the Contractor to contact the Department, or ii.) In the event that a person is no division thereof, as the case may be, in 12 Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant writing, no later than three (3) days after C. Termination Notice such restriction, suspension, or revocation. Any notice providing for termination shall be delivered as provided for in paragraph 27 of this ii.) The Contractor shall forward to Article III. the Department, or division thereof, as the case may be, on or before July 1 of d. Duties upon Termination each year during the Term, a complete list of the names and addresses of all i.) The Contractor shall discontinue persons providing the Services,as well as the Services as directed in the their respective areas of certification, termination notice. credentialing,registration, and licensing. ii.) Subject to any defenses available f. Engineering Certificate to it,the County shall pay the Contractor for the Services rendered through the In the event that the Contract requires any date of termination. Engineering Services,the Contractor shall submit to the County, no later than the due date for iii.) The County is released from any submission for approval of any engineering work and all liability under the Contract, product, the Certificate of Authorization effective as of the date of the termination ("Certificate"), issued pursuant to § 7210 of the notice. New York Education Law, of every person performing any Engineering Services. The iv.) Upon termination, the failure to file, submit, or maintain the Certificate Contractor shall reimburse the County shall be grounds for rejection of any engineering the balance of any funds advanced to the work product submitted for approval. Contractor by the County no later than thirty (30) days after termination of the 2. Termination Contract. The provisions of this subparagraph shall survive the expiration a. Thirty Days Termination or termination of the Contract. The County shall have the right to terminate the v.) Nothing contained in this Contract without cause, for any reason, at any paragraph shall be construed as a time, upon such terms and conditions it deems limitation on the County's rights set forth appropriate, provided, however, that no such in paragraphs 1(c) (iii) and 8 of this termination shall be effective unless the Article III. Contractor is given at least thirty(3 0)days notice. 3. Indemnification and Defense b. Event of Default; Termination on Notice a. The Contractor shall protect, indemnify, and hold harmless the County, its agents, i.) The County may immediately servants, officials, and employees from and terminate the Contract, for cause, upon against all liabilities, fines, penalties, actions, such terms and conditions it deems damages, claims, demands, judgments, losses, appropriate, in the Event of Default. suits or actions,costs,and expenses caused by the negligence or any acts or omissions of the ii.) If the Contractor defaults under Contractor, including reimbursement of the cost any other provision of the Contract, the of reasonable attorneys' fees incurred by the County may terminate the Contract, on County, its agents, servants, officials, and not less than five (5) days notice, upon employees in any action or proceeding arising out such terms and conditions it deems of, or in connection with,the Contract. appropriate. b. The Contractor hereby represents and 13 Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant warrants that it will not infringe upon any damage per occurrence.The County shall copyright in performing the Services. The be named an additional insured. Contractor agrees that it shall protect, indemnify, and hold harmless the County, its agents, iii.) Workers' Compensation and servants, officials, and employees from and Employer's Liability insurance in against all liabilities, fines, penalties, actions, compliance with all applicable New damages, claims, demands, judgments, losses, York State laws and regulations and suits or actions,costs,and expenses arising out of Disability Benefits insurance, if required any claim asserted for infringement of copyright, by law. The Contractor shall furnish to including reimbursement of the cost of the County, prior to its execution of the reasonable attorneys'fees incurred by the County, Contract, the documentation required by its agents, servants, officials, and employees in the State of New York Workers' any action or proceeding arising out of or in Compensation Board of coverage or connection with any claim asserted for exemption from coverage pursuant to infringement of copyright. §§57 and 220 of the Workers' Compensation Law. In accordance with C. The Contractor shall defend the County, General Municipal Law §108, the its agents, servants, officials, and employees in Contract shall be void and of no effect any proceeding or action, including appeals, unless the Contractor shall provide and arising out of,or in connection with,the Contract, maintain coverage during the Term for and any copyright infringement proceeding or the benefit of such employees as dare action. Alternatively, at the County's option, the required to be covered by the provisions County may defend any such proceeding or of the Workers' Compensation Law. action and require the Contractor to pay reasonable attorneys' fees or salary costs of iv.) Professional Liability insurance County employees of the Department of Law for in an amount not less than Two Million the defense of any such suit. Dollars ($2,000,000.00) on either a per- occurrence or claims-made coverage 4. Insurance basis. a. The Contractor shall continuously b. The County may mandate an increase in maintain, during the Term of the Contract, the liability limits set forth in the immediately insurance in amounts and types as follows: preceding paragraphs (4)(a)(i), (ii), and(iv). i.) Commercial General Liability C. All policies providing such coverage insurance, including contractual liability shall be issued by insurance companies coverage,in an amount not less than Two authorized to do business in New York with an Million Dollars ($2,000,000.00) per A.M. Best rating of A-or better. occurrence for bodily injury and Two Million Dollars ($2,000,000.00) per d. The Contractor shall furnish to the occurrence for property damage. The County, prior to the execution of the Contract, County shall be named an additional declaration pages for each policy of insurance, insured. other than a policy for commercial general liability insurance, and upon demand, a true and ii.) Automobile Liability insurance certified original copy of each such policy (if any non-owned or owned vehicles are evidencing compliance with the aforesaid used by the Contractor in the insurance requirements. performance of the Contract) in an amount not less than Five Hundred e. In the case of commercial general Thousand Dollars ($500,000.00) per liability insurance,the Contractor shall furnish to person, per accident, for bodily injury the County,prior to the execution of the Contract, and not less than One Hundred Thousand a declaration page or insuring agreement and Dollars ($100,000.00) for property endorsement page evidencing the County's status 14 Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant as an additional insured on said policy, and upon 7. Merger; No Oral Changes demand,a true and certified original copy of such policy evidencing compliance with the aforesaid It is expressly agreed that the Contract represents insurance requirements. the entire agreement of the parties and that all previous understandings are herein merged in the E All evidence of insurance shall provide Contract. No modification of the Contract shall for the County to be notified in writing thirty(3 0) be valid unless in written form and executed by days prior to any cancellation, nonrenewal, or both parties. material change in the policy to which such evidence relates. It shall be the duty of the 8. Set-Off Rights Contractor to notify the County immediately of any cancellation,nonrenewal, or material change The County shall have all of its common law, in any insurance policy. equitable, and statutory rights of set-off. These rights shall include, but not be limited to, the g. In the event the Contractor shall fail to County's option to withhold from a Fund Source provide evidence of insurance, the County may an amount no greater than any sum due and owing provide the insurance required in such manner as to the County for any reason. The County shall the County deems appropriate and deduct the cost exercise its set-off rights subject to approval by thereof from a Fund Source. the County Attorney. In cases of set-off pursuant to a Comptroller's audit, the County shall only h. If the Contractor is a Municipal exercise such right after the finalization thereof, Corporation and has a self-insurance program and only after consultation with the County under which it acts as a self-insurer for any of Attorney. such required coverage, the Contractor shall provide proof, acceptable to the County, of self- 9. Non-Discrimination in Services funded coverage. a. The Contractor shall not, on the grounds 5. Independent Contractor of race, creed, color, national origin, sex, age, disability, sexual orientation, military status, or The Contractor is not, and shall never be, marital status considered an employee of the County for any purpose. Notwithstanding anything contained in i.) deny any individual the Services this Contract,the Contract shall not be construed provided pursuant to the as creating a principal-agent relationship between Contract; or the County and the Contractor or the Contractor ii.) provide the Services to an and the County, as the case may be. individual that is different, or provided in a different manner, from those provided to others pursuant to the Contract; or 6. Severability iii.) subject an individual to segregation or separate treatment It is expressly agreed that if any term or provision in any matter related to the of this Contract, or the application thereof to any individual's receipt of the person or circumstance, shall be held invalid or Services provided pursuant to unenforceable to any extent,the remainder of the the Contract; or Contract, or the application of such term or iv.) restrict an individual in any way provision to persons or circumstances other than from any advantage or privilege those as to which it is held invalid or enjoyed by others receiving the unenforceable, shall not be affected thereby, and Services provided pursuant to every other term and provision of the Contract the Contract; or shall be valid and shall be enforced to the fullest treat an individual differently extent permitted by law. from others in determining whether or not the individual 15 A 1 Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant satisfies any eligibility or other provision of the Contract in any particular requirements or conditions instance or instances is a waiver of that provision. which individuals must meet in Such provision shall otherwise remain in full order to receive the Services force and effect,notwithstanding any such failure provided pursuant to the or forbearance. Contract. b. The Contractor shall not utilize criteria or 13. Conflicts of Interest methods of administration which have the effect of subjecting individuals to discrimination The Contractor shall not,during the Term,pursue because of their race,creed,color,national origin, a course of conduct which would cause a sex, age, disability, sexual orientation, military reasonable person to believe that he or she is status, or marital status, or have the effect of likely to be engaged in acts that create a substantially impairing the Contract with respect substantial conflict between its obligations under to individuals of a particular race, creed, color, the Contract and its private interests. The national origin, sex, age, disability, sexual Contractor is charged with the duty to disclose to orientation, military status, or marital status, in the County the existence of any such adverse determining: interests,whether existing or potential. This duty shall continue as long as the Term. The i.) the Services to be provided; or determination as to whether or when a conflict may potentially exist shall ultimately be made by ii.) the class of individuals to whom, the County Attorney after full disclosure is or the situations in which, the obtained. Services will be provided; or 14. Cooperation on Claims iii.) the class of individuals to be afforded an opportunity to The Contractor and the County shall render receive the Services. diligently to each other, without compensation, any and all cooperation that may be required to 10. Nonsectarian Declaration defend the other party, its employees and designated representatives, against any claim, The Services performed under the Contract are demand or action that may be brought against the secular in nature. No funds received pursuant to other party, its employees or designated the Contract shall be used for sectarian purposes representatives arising out of, or in connection or to further the advancement of any religion. with,the Contract. The Services will be available to all eligible individuals regardless of religious belief or 15. Confidentiality affiliation. Any document of the County, or any document 11. Governing Law created by the Contractor and used in rendering the Services, shall remain the property of the The Contract shall be governed by,and construed County and shall be kept confidential in in accordance with,the laws of the State of New accordance with applicable laws, rules, and York, without regard to conflict of laws. Venue regulations. shall be designated in the Supreme Court,Suffolk County, the United States District Court for the Eastern District of New York, or, if appropriate, 16. Assignment and Subcontracting a court of inferior jurisdiction in Suffolk County. a. The Contractor shall not delegate its 12. No Waiver duties under the Contract, or assign, transfer, convey, subcontract, sublet, or otherwise dispose It shall not be construed that any failure or of the Contract,or any of its right,title or interest forbearance of the County to enforce any therein, or its power to execute the Contract, or 16 f • Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant assign all or any portion of the moneys that may be due or become due hereunder, (collectively 2, the sale or other transfer referred to in this paragraph 16 as"Assignment"), of twenty percent(20%) to any other person, entity or thing without the or more of the shares of prior written consent of the County, and any the Contractor (other attempt to do any of the foregoing without such than to existing consent shall be void ab initio. shareholders, the corporation itself or the b. Such Assignment shall be subject to all immediate family of the provisions of the Contract and to any other members of condition the County requires. No approval of shareholders by reason any Assignment shall be construed as enlarging of gift, sale or devise). any obligation of the County under the terms and provisions of the Contract. No Assignment of the b. If the Contractor is a not-for-profit Contract or assumption by any person of any duty corporation,a change of twenty percent(20%) or of the Contractor under the Contract shall provide more of its shares or members shall be deemed a for, or otherwise be construed as, releasing the Permitted Transfer. Contractor from any term or provision of the Contract. C. The Contractor shall notify the County in writing, which notice (the "Transfer Notice") shall include: 17. Changes to Contractor i.) the proposed effective date of the a. The Contractor may, from time to time, Permitted Transfer, which shall only with the County's written consent,enter into not be less than thirty (30) days a Permitted Transfer. For purposes of the nor more than one hundred Contract, a Permitted Transfer means: eighty (180) days after the date of delivery of the Transfer i.) if the Contractor is a partnership, Notice; the withdrawal or change, whether voluntary, involuntary ii.) a summary of the material terms or by operation of law, of the of the proposed Permitted partners, or transfer of Transfer; partnership interests (other than the purchase of partnership iii.) the name and address of the interests by existing partners, by proposed transferee; the partnership itself or the immediate family members by iv.) such information reasonably reason of gift, sale or devise), or required by the County, which the dissolution of the partnership will enable the County to without immediate determine the financial reconstitution thereof,and responsibility, character, and reputation of the proposed ii.) if the Contractor is a closely held transferee, nature of the corporation (i.e. whose stock is proposed assignee/transferee's not publicly held and not traded business and experience; through an exchange or over the counter): v.) all executed forms required pursuant to Article IV of the 1. the dissolution, merger, Contract, that are required to be consolidation or other submitted by the Contractor;and reorganization of the Contractor; and vi.) such other information as the 17 Rev. 09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant County may reasonably require. County. The foregoing certification shall not apply to a contractor that is a municipal d. The County agrees that any request for its corporation or a government entity. consent to a Permitted Transfer shall be granted, provided that the transfer does not violate any 20. Publications provision of the Contract, and the transferee has not been convicted of a criminal offense as Any book, article, report, 'or other publication described under Article I1 of Chapter 189 of the related to the Services provided pursuant to this Suffolk County Code. The County shall grant or Contract shall contain the following statement in deny its consent to any request of a Permitted clear and legible print: Transfer within twenty(20)days after delivery to the County of the Transfer Notice, in accordance "This publication is fully or partially funded with the provisions of Paragraph 27 of Article III by the County of Suffolk." of the Contract. If the County shall not give written notice to the Contractor denying its 21. Copyrights and Patents consent to such Permitted Transfer (and setting forth the basis for such denial in reasonable a. Copyrights detail) within such twenty (20)-day period, then the County shall be deemed to have granted its Any and all materials generated by or on behalf consent to such Permitted Transfer. of the Contractor while performing the Services (including, without limitation, designs, images, e. Notwithstanding the County's consent, video, reports, analyses, manuals, films, tests, tutorials,and any other work product of any kind) i.) the terms and conditions of the and all intellectual property rights relating thereto Contract shall in no way be ("Work Product") are and shall be the sole deemed to have been waived or property of the County. The Contractor hereby modified; and assigns to the County its entire right, title and interest,if any,to all Work Product, and agrees to ii.) such consent shall not be deemed do all acts and execute all documents, and to use consent to any further transfers. its best efforts to ensure that its employees, consultants, subcontractors, vendors and agents 18. No Intended Third Party Beneficiaries do all acts and execute any documents, necessary to vest ownership in the County of any and all The Contract is entered into solely for the benefit Work Product. The Contractor may not secure of the County and the Contractor. No third party copyright protection. The County reserves to shall be deemed a beneficiary of the Contract and itself, and the Contractor hereby gives to the no third party shall have the right to make any County,and to any other person designated by the claim or assert any right under the Contract. County, consent to produce, reproduce, publish, translate, display or otherwise use the Work 19. Certification as to Relationships Product. This paragraph shall survive any completion, expiration or termination of this The Contractor certifies under penalties of Contract. perjury that, other than through the funds provided in the Contract and other valid The County shall be deemed to be the author of agreements with the County, there is no known all the Work Product. The Contractor spouse, life partner, business, commercial, acknowledges that all Work Product shall economic, or financial relationship with the constitute "work made for hire" under the U.S. County or its elected officials. The Contractor copyright laws. To the extent that any Work also certifies that there is no relationship within Product does not constitute a "work made for the third degree of consanguinity, between the hire,"the Contractor hereby assigns to the County Contractor, any of its partners, members, all right,title and interest,including the right,title directors, or shareholders owning five (5%) and interest to reproduce, edit, adapt, modify or percent or more of the Contractor, and the otherwise use the Work Product, that the 18 Y Rev. 09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant Contractor may have or may hereafter acquire in Requirements,"the Contractor shall maintain the the Work Product, including all intellectual documentation mandated to be kept by this law property rights therein, in any manner or medium on the construction site at all times. Employee throughout the world in perpetuity without sign-in sheets and register/log books shall be kept compensation. This includes, but is not limited on the construction site at all times and all to,the right to reproduce and distribute the Work covered employees,as defined in the law,shall be Product in electronic or optical media, or in CD- required to sign such sign-in sheets/register/log ROM, on-line or similar format. books to indicate their presence on the construction site during such working hours. b. Patents 24. Certification Regarding Lobbying If the Contractor develops, invents, designs or creates any idea, concept, code, processes or Together with this Contract and as a condition other work or materials during the Term, or as a precedent to its execution by the County, the result of any Services performed under the Contractor shall have executed and delivered to Contract ("patent eligible subject matter"), it the County the Certification Regarding Lobbying shall be the sole property of the County. The (if payment under this Contract may exceed Contractor hereby assigns to the County its entire $100,000)as required by Federal regulations,and right,title and interest,if any,to all patent eligible shall promptly advise the County of any material subject matter, and agrees to do all acts and change in any of the information reported on such execute all documents, and to use its best efforts Certification, and shall otherwise comply with, to ensure that its employees, consultants, and shall assist the County in complying with, subcontractors,vendors and agents do all acts and said regulations as now in effect or as amended execute any documents, necessary to vest during the term of this Contract. ownership in the County of any and all patent eligible subject matter. The Contractor may not 25. Record Retention apply for or secure for itself patent protection. The County reserves to itself, and the Contractor The Contractor shall retain all accounts, books, hereby gives to the County, and to any other records, and other documents relevant to the person designated by the County, consent to Contract for seven(7)years after final payment is produce or otherwise use any item so discovered made by the County. Federal, State, and/or and/or the right to secure a patent for the County auditors and any persons duly authorized discovery or invention. This paragraph shall by the County shall have full access and the right survive any completion,expiration or termination to examine any of said materials during said of this Contract. period. Such access is granted notwithstanding any exemption from disclosure that may be 22. Arrears to County claimed for those records which are subject to nondisclosure agreements, trade secrets and Contractor warrants that, except as may commercial information or financial information otherwise be authorized by agreement, it is not in that is privileged or confidential Without limiting arrears to the County upon any debt, contract, or the generality of the foregoing, records directly any other lawful obligation, and is not in default related to contract expenditures shall be kept for to the County as surety. a period of ten (10) years because the statute of limitations for the New York False Claims Act 23. Lawful Hiring of Employees Law in (New York False Claims Act § 192) is ten (10) Connection with Contracts for Construction years. or Future Construction 26. Contract Agency Performance Measures and In the event that the Contract is subject to the Reporting Requirements—Local Law No. 41- Lawful Hiring of Employees Law of the County 2013 of Suffolk, Suffolk County Code Article II of Chapter 353,as more fully set forth in the Article a. If payment under this Contract may exceed entitled "Suffolk County Legislative 19 r Rev. 09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant $50,000, it is subject to the requirements of Suffolk County Local Law No. 41-2013, a Local This Agreement is subject to the requirements of Title Law to Implement Performance Measurement to VI of the Civil Rights Act of 1964(P.L. 88-352) and Increase Accountability and Enhance Service HUD regulations with respect thereto including the Delivery by Contract Agencies (Article VIII of regulations under 24 CFR Part 1. No person in the United States shall, on the grounds of race, color, Chapter 189 of the Suffolk County Code) as set religion, sex, sexual orientation, age, creed, ancestry, forth in Article IV entitled "Suffolk County disability or other handicap or marital/familial status, Legislative Requirements." military status or national origin, be excluded from participation in,be denied the benefits of, or be subjected to discrimination under any program or b. The Contractor shall cooperate with the activity receiving Federal financial assistance. Department in all aspects necessary to help carry out the requirements of the Law.Based on criteria This Agreement is also subject to the requirements of established by the Contractor in conjunction with Title VIII of the Civil Rights Act of 1968,known as the "Fair Housing Act",which provides that it is the policy the Department, the Contractor shall submit of the United States to provide,within constitutional monthly reports regarding the Contractor's limitations,fair housing throughout the United States, performance relative to the established criteria, and prohibits any person from discriminating in the sale on dates and times as specified by the or rental of housing,the financing of housing, or the Department, as more fully set forth in Article I provision of brokerage services, including in any way and Article IV of this Contract. making unavailable or denying a dwelling to any person, because of race, color,religion, sex, sexual orientation, age, creed, ancestry, disability or other handicap or c. The Contractor shall submit an annual report to marital/familial status,military status or national origin. the Department regarding the Contractor's The Contractor is required to administer all programs performance no later than July 31 of each year of and activities related to housing and community development in a manner to affirmatively further fair the Term. All performance data and reports will housing. be subject to audit by the Comptroller. In addition,the Contractor must make Community Development funds available in accordance with the Fair 27. Notice Housing Act,Executive Order 11063, as amended by Executive Order 12259 (Equal Opportunity in Housing), Unless otherwise expressly provided, all notices Title VI of the Civil Rights Act of 1964,the Age shall be in writing and shall be deemed Discrimination Act of 1975,the Americans With sufficiently given if sent by regular first class Disabilities Act of 1990, Section 504 of the mail and certified mail, or personally delivered Rehabilitation Act of 1973,and the requirements of during business hours as follows: 1.) to the Executive Order 11246 (Equal Employment Contractor at the address on page 1 of the Opportunity), as amended by Executive Orders 11375 Contract and 2.)to the County at the Department, and 12086. or as to either of the foregoing, to such other address as the addressee shall have indicated by 29. Constitutional Prohibition prior written notice to the addressor. All notices In accordance with First Amendment Church and State received by the Contractor relating to a legal Principles,the Contractor shall comply with 24 CFR claim shall be immediately sent to the 570.2000) of the federal regulations regarding the use of Department and also to the County Attorney at H. Community Development funds by religious Lee Dennison Building, 100 Veterans Memorial organizations and CPD Notice 04-10. Highway, P.O. Box 6100, (Sixth Floor), Hauppauge,New York, 11788-0099. 30. Obligations of Contractor With Respect to Certain Third-Party Relationships 28.Federal Non-Discrimination In Services The Contractor shall remain fully obligated under the 20 I l Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant provisions of this Contract,notwithstanding its designation of any third party or parties for the 6) 42 U.S.C. 3535(d)4821 and 4851 of the Lead- undertaking of all or any part of the program for which Base Paint Poisoning Prevention Act. assistance is being provided under this Contract to the Contractor. The Contractor shall comply with all lawful 7) 24 CFR Part 24 prohibiting the use of debarred, requirements applicable to the County as the applicant suspended or ineligible subcontractors or subrecipients. under the National Affordable Housing Act of 1990, as amended. 8) 24 CFR Part 570.611 regulations prohibiting persons receiving benefits who have a conflict of Any contract between the Contractor and a third-party interest. subrecipient shall be in compliance with all applicable Federal, state,and local laws,rules and regulations and 9) 24 CFR Part 570.2000)which prescribes the use shall include the following provisions in a written of NSP funds by religious organizations. agreement: a) A description of each task to be undertaken by f) Indication that the Contract may be terminated the subrecipient,a schedule for completing each task and for default, inability, or failure to perform. a budget for each task. g) Requirement that any NSP funds on hand or b) Specification of records,reports and data to be accounts receivable at the time of termination shall be maintained or submitted. returned to the Contractor. C) A statement that all repayments are to be h) Provision to ensure that: returned to the Contractor. 1) No Federal appropriated funds have been paid or d) Requirement of compliance with applicable will be paid,by or on behalf of the subrecipient,to any OMB Circulars. person for influencing or attempting to influence an officer or employee of any agency, a Member of e) Compliance with the following Federal law and Congress, an officer or employee of Congress, or an regulations: employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any 1) Public Law 88-352 the Civil Rights Act of 1964 Federal grant,the making of any Federal loan,the and Public Law 90-284 known as the Fair Housing Act. entering into of any cooperative Contract, and the extension, continuation,renewal, amendment, or 2) Section 109 of the Act requiring that no person modification of any Federal contract, grant, loan, or be excluded from participation or denied benefits,or be cooperative Contract. subjected to discrimination on the grounds of race,color, national origin, sex, creed,ancestry, disability or other 2) If any funds other than Federal appropriated handicap or marital/familiar status. funds have been paid or will be paid to any person for influencing or attempting to influence an officer or 3) Section 110 of the Act regarding employee of any agency, a Member of Congress, an labor standards for Contractor or subcontractors officer or employee of Congress, or an employee of a performing construction work. Member of Congress in connection with this Federal contract, grant, loan, or cooperative Contract,the 4) Section 202(a) of the Flood Disaster Protection subrecipient shall complete and submit Standard Form- Act of 1973. LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. 5) Executive Order 11246 which prohibits discrimination in employment and Section 3 of the Housing and Urban Development Act of 1968 regarding the provision of employment to low income End of Text for Article III persons residing within the boundaries of the Consortium. 21 Rev.09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant Article IV recipients of County financial assistance, (as Suffolk County Legislative Requirements defined) shall provide payment of a minimum wage to employees as set forth in the Living NOTE: THE CONTRACTOR'S COMPLETED Wage Law. Such rate shall be adjusted annually LEGISLATIVE REQUIREMENTS FORMS pursuant to the terms of the Suffolk County REFERENCED HEREIN ARE AVAILABLE ON Living Wage Law of the County of Suffolk. FILE AT THE DEPARTMENT NAMED ON THE Under the provisions of the Living Wage Law, SIGNATURE PAGE OF THIS CONTRACT. the County shall have the authority, under appropriate circumstances, to terminate the 1. Contractor's/Vendor's Public Disclosure Contract and to seek other remedies as set forth Statement therein, for violations of this Law. It shall be the duty of the Contractor to read, Required Forms: become familiar with, and comply with the requirements of section A5-8 of Article V of the Suffolk County Living Wage Form DOL-1/38 Suffolk County Code. (Revised 8/2017); entitled "Suffolk County Department of Labor, Licensing & Consumer Unless certified by an officer of the Contractor as Affairs Notice of Application for County being exempt from the requirements of section Compensation" A5-8 of Article V of the Suffolk County Code, the Contractor represents and warrants that it has Living Wage Certification/Declaration— Subject filed with the Comptroller the verified public to Audit." disclosure statement required by Suffolk County Administrative Code Article V,section A5-8 and shall file an update of such statement with the 3. Use of County Resources to Interfere with Comptroller on or before the 31st day of January Collective Bargaining Activities in each year of the Contract's duration. The Contractor acknowledges that such filing is a It shall be the duty of the Contractor to read, material, contractual and statutory duty and that become familiar with, and comply with the the failure to file such statement shall constitute a requirements of Article I of Chapter 803 of the material breach of the Contract, for which the Suffolk County Code. County shall be entitled, upon a determination that such breach has occurred, to damages, in County Contractors(as defined by section 803-2) addition to all other legal remedies, of fifteen shall comply with all requirements of Chapter percent(15%)of the amount of the Contract. 803 of the Suffolk County Code, including the following prohibitions: Required Form: a. The Contractor shall not use County Suffolk County Form SCEX 22; entitled funds to assist promote, or deter union "Contractor's/Vendor's Public Disclosure ' organizing. Statement" 2. Living Wage Law b. No County funds shall be used to reimburse the Contractor for any costs It shall be the duty of the Contractor to read, incurred to assist,promote,or deter unionorganizing. become familiar with, and comply with the requirements of Chapter 575, of the Suffolk C. No employer shall use County property County Code. to hold a meeting with employees or This Contract is subject to the Living Wage Law supervisors if the purpose of such of the County of Suffolk. The law requires that, meeting is to assist, promote, or deter unless specific exemptions apply, all employers union organizing. (as defined) under service contracts and If the Services are performed on County property, 22 y T L Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant the Contractor must adopt a reasonable access agreement, lease or other financial compensation agreement, a neutrality agreement, fair agreement with the County; and shall be made communication agreement, non-intimidation available to the public upon request. agreement, and a majority authorization card agreement. All contractors and subcontractors(as defined)of covered employers,and the owners thereof,as the If the Services are for the provision of human case may be,that are assigned to perform work in services and are not to be performed on County connection with a County contract, subcontract, property, the Contractor must adopt, at the least, license agreement, lease or other financial a neutrality agreement. compensation agreement issued by the County or awarding agency, where such compensation is Under the provisions of Chapter 803,the County one hundred percent (100%) funded by the shall have the authority, under appropriate County, shall submit to the covered employer a circumstances, to terminate the Contract and to completed sworn affidavit (under penalty of seek other remedies as set forth therein, for perjury),the form of which is attached,certifying violations of this Law. that they have complied, in good faith, with the requirements of Title 8 of the United States Code Required Form: Section 1324a with respect to the hiring of Suffolk County Labor Law Form DOL-1,01; covered employees and with respect to the alien entitled "Suffolk County Department of Labor— and nationality status of the owners thereof,as the Labor Mediation Unit Union Organizing case may be. The affidavit shall be executed by Certification/Declaration- Subject to Audit." an authorized representative of the contractor, subcontractor,or owner,as the case may be;shall 4. Lawful Hiring of Employees Law be part of any executed contract, subcontract, license agreement, lease or other financial It shall be the duty of the Contractor to read, compensation agreement between the covered become familiar with, and comply with the employer and the County; and shall be made requirements of Article 11 of Chapter 353 of the available to the public upon request. Suffolk County Code. An updated affidavit shall be submitted by each This Contract is subject to the Lawful Hiring of such employer, owner, contractor and Employees Law of the County of Suffolk. It subcontractor no later than January 1 of each year provides that all covered employers, (as defined), for the duration of any contract and upon the and the owners thereof, as the case may be, that renewal or amendment of the Contract, and are recipients of compensation from the County whenever a new contractor or subcontractor is through any grant, loan, subsidy, funding, hired under the terms of the Contract. appropriation, payment, tax incentive, contract, subcontract, license agreement, lease or other The Contractor acknowledges that such filings financial compensation agreement issued by the are a material, contractual and statutory duty and County or an awarding agency, where such that the failure to file any such statement shall compensation is one hundred percent (100%) constitute a material breach of the Contract. funded by the County, shall submit a completed sworn affidavit (under penalty of perjury), the Under the provisions of the Lawful Hiring of form of which is attached, certifying that they Employees Law, the County shall have the have complied, in good faith, with the authority to terminate the Contract for violations requirements of Title 8 of the United States Code of this Law and to seek other remedies available Section 1324a with respect to the hiring of under the law. covered employees (as defined) and with respect to the alien and nationality status of the owners The documentation mandated to be kept by this thereof. The affidavit shall be executed by an law shall at all times be kept on site. Employee authorized representative of the covered sign-in sheets and register/log books shall be kept employer or owner, as the case may be; shall be on site at all times during working hours and all part of any executed contract,subcontract,license covered employees,as defined in the law,shall be 23 • 0 Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant required to sign such sign-in sheets/register/log Suffolk County Code. books to indicate their presence on the site during such working hours. The Contractor shall comply with Article H of Chapter 880,of the Suffolk County Code,entitled Required Forms: "Child Sexual Abuse Reporting Policy," as now in effect or amended hereafter or of any other Suffolk County Department of Labor, Licensing, Suffolk County Local Law that may become & Consumer Affairs —Notice of Application to applicable during the term of the Contract with certify compliance with Federal Law (8 U.S.C. regard to child sexual abuse reporting policy. Section 1324A)with respect to Lawful Hiring of employees, Suffolk County Code Chapter 353 8. Non Responsible Bidder (2006)"DOL-LHE-1/2 (Revised 8/2017). ;\ It shall be the duty of the Contractor to read, become familiar with, and comply with the 5. Gratuities requirements of Article II of Chapter 189 of the Suffolk County Code. It shall be the duty of the Contractor to read, become familiar with, and comply with the Upon signing the Contract, the Contractor requirements of Chapter 664 of the Suffolk certifies that it has not been convicted of a County Code. criminal offense within the last ten (10) years. The term "conviction" shall mean a finding of The Contractor represents and warrants that it has guilty after a trial or a plea of guilty to an offense not offered or given any gratuity to any official, covered under section 189-5 of the Suffolk employee or agent of the County or the State or County Code under"Nonresponsible Bidder." of any political party, with the purpose or intent of securing an agreement or securing favorable 9. Use of Funds in Prosecution of Civil treatment with respect to the awarding or Actions Prohibited amending of an agreement or the making of any determinations with respect to the performance of It shall be the duty of the Contractor to read, an agreement. become familiar with, and comply with the requirements of Article III of Chapter 893 of the 6. Prohibition Against Contracting with Suffolk County Code. Corporations,that Reincorporate Overseas The Contractor shall not use any of the moneys, It shall be the duty of the Contractor to read, in part or in whole, and either directly or become familiar with, and comply with the indirectly, received under the Contract in requirements of sections A4-13 and A4-14 of connection with the prosecution of any civil Article IV of the Suffolk County Code. action against the County in any jurisdiction or any judicial or administrative forum. The Contractor represents that it is in compliance with sections A4-13 and A4-14 of Article IV of 10. Youth Sports the Suffolk County Code. Such law provides that no contract for consulting services or goods and It shall be the duty of the Contractor to read, services shall be awarded by the County to a become familiar with,and comply with Article III business previously incorporated within the of Chapter 730 of the Suffolk County Code. U.S.A.that has reincorporated outside the U.S.A. All contract agencies that conduct youth sports programs are required to develop and maintain a 7. Child Sexual Abuse Reporting Policy written plan or policy addressing incidents of possible or actual concussion or other head It shall be the duty of the Contractor to read, injuries among sports program participants. Such become familiar with, and comply with the plan or policy must be submitted prior to the requirements of Article II of Chapter 880 of the award of a County contract, grant or funding. Receipt of such plan or policy by the County does 24 n Y 7 Rev.09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant not represent approval or endorsement of any Performance Measurement to Increase such plan or policy, nor shall the County be Accountability and Enhance Service Delivery by subject to any liability in connection with any Contract Agencies (Article VIII of Chapter 189 such plan or policy. of the Suffolk County Code) as more fully set forth in Article I and Article III of this Contract. 11. Work Experience Participation All contract agencies having a contract in excess If the Contractor is a not-for-profit or of $50,000 shall cooperate with the contract's governmental agency or institution, each of the administering department to identify the key Contractor's locations in the County at which the- performance measures related to the objectives of Services are provided shall be a work site for the services that the contract agency provides and public-assistance clients of Suffolk County shall develop an annual performance reporting pursuant to Chapter 281 of the Suffolk County plan. The contract agency shall cooperate with Code at all times during the Term of the Contract. the administering department and the County If no Memorandum of Understanding ("MOU") Executive's Performance Management Team to with the Suffolk County Department of Labor for appropriate performance indicators and targets work experience is in effect at the beginning of for monthly evaluation of the contract agency's the Term of the Contract,the Contractor, if it is a performance. not-for-profit or governmental agency or institution, shall enter into such MOU as soon as 14. Suffolk County Local Laws Website possible after the execution of the Contract and Address failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to Suffolk County Local Laws, Rules and perform in accordance with the Contract, for Regulations which the County may withhold payment, can be accessed on the homepage of the Suffolk terminate the Contract or exercise such other County Legislature. remedies as may be appropriate in the circumstances. 15. Suffolk County Code of Ethics 12. Safeguarding Personal Information of As required by Suffolk County Standard Minors Operating Procedure A-06,the following is a link to the Suffolk County Ethics Booklet, which It shall be the duty of the Contractor to read, contains the provisions of the Suffolk County become familiar with, and comply with the Code of Ethics: requirements of Suffolk County Local Law No. 20-2013, a Local Law to Safeguard the Personal http://www.suffolkcountyny.gov/Portals/0/Boar Information of Minors in Suffolk County. dofethics/Code%20of%20Ethics%20Booklet%2 0%20Revised%20JanuM%202017.pdf All contract agencies that provide services to minors are required to protect the privacy of the minors and are strictly prohibited from selling or End of Text for Article IV otherwise providing to any third party, in any manner whatsoever, the personal or identifying information of any minor participating in their programs. 13. Contract Agency Performance Measures and Reporting Requirements It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Suffolk County Local Law No. 41-2013, a Charter Law to Implement 25 Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant Article V audit. All Suffolk County Payment General Fiscal Terms and Conditions Vouchers must bear a signature as that term is defined pursuant to New York State 1. General Payment Terms General Construction Law §46 by duly authorized persons,and certification of such a. Presentation of Suffolk County Payment authorization with certified specimen Voucher signatures thereon must be filed with the County by a Contractor official empowered In order for payment to be made by the to sign the Contract. Disbursements made County to the Contractor for the Services, by the Contractor in accordance with the the Contractor shall prepare and present a Contract and submitted for reimbursement Suffolk County Payment Voucher, which must be documented and must comply with shall be documented by sufficient, accounting procedures as set forth by the competent and evidential matter. Each Suffolk County Department of Audit and Suffolk County Payment Voucher submitted Control. Documentation, including any for payment is subject to Audit at any time other form(s) required by County or the during the Term or any extension thereof. Suffolk County Department of Audit and This provision shall survive expiration or Control, shall be furnished to the County termination of this Contract for a period of pursuant to, and as limited by, the not less than seven (7) years, and access to Regulations for Accounting Procedures for records shall be as set forth in paragraph 25 Contract Agencies of the Suffolk County of Article III, and paragraph 4(b) of Article Department of Audit and Control. In V. addition to any other remedies that the County may have, failure to supply the b. Voucher Documentation required documentation will disqualify the Contractor from any further County The Suffolk County Payment Voucher shall contracts. list all information regarding the Services and other items for which expenditures have c. Payment by County been or will be made in accordance with the Contract. Either upon execution of the Payment by the County shall be made within Contract (for the Services already rendered thirty(30)days after approval of the Suffolk and expenditures already made),or not more County Payment Voucher by the than thirty (30) days after the expenditures Comptroller. were made,and in no event after the 31"day of January following the end of each year of d. Budget Modification the Contract,the Contractor shall furnish the County with detailed documentation in i.) The parties shall use the Contract Budget support of the payment for the Services or Modification Request form ("Budget expenditures under the Contract e.g.dates of Modification")for revisions to the Budget the Service, worksite locations, activities, and Services not involving an increase to hours worked, pay rates and all program the total cost of the Contract. If the Budget categories. The Suffolk County Contractor is seeking such a modification, Payment Voucher shall include time the Contractor shall contact the records, certified by the Contractor as true Department to receive the form and enter and accurate, of all personnel for whom the required information. When the expenditures are claimed during the period. County and the Contractor agree as to Time and attendance records of a such revisions, the Contractor shall sign Contractor's Director/Executive Director the Budget Modification form and return shall be certified by the Chairperson, it to the County for execution along with President or other designated member of the any other documentation the Department Board of Directors of the Contractor and may require. shall be maintained by the Contractor for 26 Rev.09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant ii.) Such request must be made in advance of federal,state,and local taxes,the County incurring any expenditure for which the being a municipality exempt from revision is needed. payment of such taxes. iii.) Upon complete execution of the Budget g• Final Voucher Modification form, the County shall The acceptance by the Contractor of return a copy to the Contractor. The payment of all billings made on the final revision shall not be effective until the approved Suffolk County Payment Budget Modification is completely Voucher shall operate as and shall be a executed. release of the County from all claims by the Contractor through the date of the iv.) The Budget Modification form may be Voucher. submitted only twice per calendar year 2. Subject to Appropriation of Funds and may only be submitted prior to November 15t' of that year. a. The Contract is subject to the amount of funds appropriated each fiscal year and e. Budget and/or Services Revisions any subsequent modifications thereof by the County Legislature and no liability i.) The parties shall use the Contract shall be incurred by the County beyond Budget/Services Revision Approval the amount of funds appropriated each Form (Budget /Services Revisions) for fiscal year by the County Legislature for revisions to the Budget and Services the Services. involving any change to the total cost of the Contract due to a resolution of the b. If the County fails to receive Federal or Legislature, changes to the County's State funds originally intended to pay for adopted annual budget, or for any other the Services,or to reimburse the County, reason necessitating revisions to the in whole or in part, for payments made Budget or Services. for the Services, the County shall have the sole and exclusive right to: ii.) When the County and the Contractor agree as to such revisions, the i.) determine how to pay for the Services; Department will enter the information into the Budget/Services Revisions form ii.) determine future payments to the and send it to the Contractor for Contractor; and signature. The Contractor shall return it iii.) determine what amounts, if any, are to the County for execution along with reimbursable to the County by the any other documentation the Department Contractor and the terms and conditions may require. under which such reimbursement shall be paid. iii.) Upon complete execution of the form by the parties,the County shall return a copy h. The County may,during the Term,impose a Budget Deficiency Plan. In the event that a to the Contractor. The revision shall not Budget Deficiency Plan is imposed, the be effective until the Budget /Services County shall promptly notify the Contractor Revisions is completely executed. in writing of the terms and conditions thereof,which shall be deemed incorporated f. Taxes in and made a part of the Contract, and the Contractor shall implement those terms and The charges payable to the Contractor conditions in no less than fourteen(14)days. under the Contract are exclusive of 27 T \ Rev. 09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant 3. Personnel Salaries,Pension and Employee books, records, and other documents Benefit Plans,Rules and Procedures relevant to the Contract for seven (7)years after final payment is made by the County. a. Upon request, the Contractor shall Federal, State, and/or County auditors and submit to the County a current copy, any persons duly authorized by the County certified by the Contractor as true and shall have full access and the right to accurate, of its examine any of said materials during said period. Such access is granted i.) salary scale for all positions listed in the notwithstanding any exemption from Budget; disclosure that may be claimed for those records which are subject to nondisclosure ii.) personnel rules and procedures; agreements, trade secrets and commercial information or financial information that is iii.) pension plan and any other employee privileged or confidential. benefit plans or arrangements. C. The Contractor shall utilize the accrual basis b. The Contractor shall not be entitled to of accounting and will submit all financial reimbursement for costs under any pension reports and claims based on this method of or benefit plan the Comptroller deems accounting during the Term. commercially unreasonable. 5. Audit of Financial Statements c. Notwithstanding anything in this paragraph 3 of this Article V, the County shall not be a. All payments made under the Contract are limited in requesting such additional subject to audit by the Comptroller pursuant financial information it deems reasonable. to Article V of the Suffolk County Charter. The Contractor further agrees that the 4. Accounting Procedures Comptroller and the Department shall have a. The Contractor shall maintain accounts, access to and the right to examine, audit, books, records, documents, other evidence, excerpt, copy or transcribe any pertinent and accounting procedures and practices transactions or other records relating to which sufficiently and properly reflect all services under the Contract. If such an audit direct and indirect costs of any nature discloses overpayments by the County to the expended in the performance of the Contractor, within thirty(30) days after the Contract, in accordance with generally accepted accounting principles and with issuance of an official audit report by the rules,regulations and financial directives,as Comptroller or his duly designated may be promulgated by the Suffolk County representatives, the Contractor shall repay Department of Audit and Control and the the amount of such overpayment by check to Department. The Contractor shall permit the order of the Suffolk County Comptroller inspection and audit of such accounts, or shall submit a proposed plan of books, records, documents and other repayment to the Comptroller. If there is no evidence by the Department and the Suffolk County Comptroller, or their response, or if satisfactory repayments are representatives, as often as, in their not made, the County may recoup judgment, such inspection is deemed overpayments from any amounts due or necessary. Such right of inspection and becoming due to the Contractor from the audit as set forth in subparagraph b. below County under the Contract or otherwise. shall exist during the Term and for a period of seven (7) years after expiration or b. The provisions of this paragraph shall termination of the Contract. survive the expiration or termination of the Contract for a period of seven(7)years, and b. The Contractor shall retain all accounts, 28 I / r � Rev. 09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant access to records shall be as set forth in iii.)a satisfactory peer review issued paragraph 25 of Article III, and paragraph within not more than three (3) 4(b)of Article V. years prior to the date when the Auditor was selected to conduct 6. Financial Statements and Audit Requirements the audit. a. Notwithstanding any other reporting or c. The audit must be conducted in accordance certification requirements of Federal, State, with generally accepted governmental auditing standards. Financial statements or local authorities, the Contractor shall County- obtain the services of an independent must clearly differentiate between County- licensed public accountant or certified funded programs and other programs that the Contractor maybe operating. The use of public accountant(the"Auditor")to audit its financial statements for each Contractor's subsidiary schedules should be encouraged "fiscal year" in which the Contractor has for this purpose. The Auditor must also prepare a Management Letter based on the received, or will receive, three hundred thousand ($300,000.00) dollars or more audit. from the County, whether under the Contract or other agreements with the d. "Subrecipients" — Federally Funded County, and shall submit a report to the Programs and Grants County on the overall financial condition and operations of the Contractor, including i.) In the event the Contractor is a a balance sheet and statement of income and "Subrecipient" as that term is defined in expenses, attested by the Auditor as fairly 2 CFR § 200.93 and the Contractor and accurately reflecting the accounting expends seven hundred fifty thousand records of the Contractor in accordance with ($750,000.00)dollars or more of Federal generally accepted accounting principles. moneys, whether as a recipient The audited financial statements including expending awards received directly from respective Management Letters must be Federal awarding agencies or as a emailed to the Executive Director of Contractor expending Federal awards Auditing Services at received from a pass-through entity such Audits@suffolkcountyny.jzov within thirty as New York State and/or Suffolk (30) days after completion of the audit, but County, during any fiscal year within in no event later than nine (9) months after which it receives funding under the the end of the Contractor's fiscal year, to Contract, the audit refereed to under this which the audit relates. The Contractor may paragraph 6 must be conducted and any solicit requests for proposals from a number the audit report must be in accordance of qualified accounting firms and review with OMB Uniform Grant Guidance—2 carefully the costs of,and qualifications for, CFR Part 200 ("Single Audit Report"). this type of work before selecting the Single Audit Reports must also be Auditor. uploaded to the Federal Audit Clearinghouse, to the extent required by b. The Auditor should be required to meet the the OMB Uniform Grant Guidance following minimum requirements: referred to above. In addition,the Single Audit Report, respective financial i.) a current license issued by the statements and any Management Letters New York State Education must be submitted to the Department set Department; forth on page one of this Contract and emailed to the Executive Director of ii.) sufficient auditing experience in Auditing Services at the not-for-profit, governmental subrecipientmonitorin2(&suffolkcount or profit-making areas, as yny.2ov within thirty (30) days after applicable; and completion of the audit, but in no event later than nine(9)months after the end of 29 r � Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant the Contractor's fiscal year,to which the of the Contractor. The Contractor shall audit relates. make such records and financial statements available to authorized representatives of ii.) In the event the Contractor is a Federal, State and County government for "Subrecipient" as that term is defined in that purpose. 2 CFR § 200.93 and the Contractor expends less than seven hundred fifty g. The provisions of this paragraph 6 shall thousand ($750,000.00) dollars of survive the expiration or termination of the Federal moneys, whether as a recipient Contract. expending awards received directly from Federal awarding agencies or as a 7. Furniture, Fixtures, Equipment, Materials, Contractor expending Federal awards Supplies received from a pass-through entity such as New York State and/or Suffolk a. Purchases, Rentals or Leases Requiring County, during any fiscal year the Prior Approval Contractor must email a certified Exemption Letter, the form of which Prior to placing any order to purchase, rent shall be provided by the Department, on or lease any furniture,fixtures,or equipment the Contractor's Letterhead and a valued in excess of one thousand dollars Schedule of Federal Funds Expended to ($1,000.00) per unit for which the the respective County Department and Contractor will seek reimbursement from the Executive Director of Auditing the County, the Contractor shall submit to Services at the County a written request for approval to subrecipientmonitoring@suffolkcountyn make such a proposed purchase, rental or ygov_ within thirty (30) days of the end lease, with a list showing the quantity and of the Contractor's fiscal year. The description of each item, its intended Schedule of Federal Funds Expended location and use, estimated unit price or must include all Federal funding received cost,and estimated total cost of the proposed directly from the Federal government order. Written approval of the County shall and all Federal funds passed through be required before the Contractor may from the County and other pass-through proceed with such proposed purchase,rental entities. or lease of furniture, fixtures or equipment. All items purchased must be new or like new iii.) Subrecipients may include, but not unless specifically described otherwise in necessarily be limited to, not-for-profit the Budget. organizations; units of state government or a unit of local governments. b. Purchase Practices/Proprietary Interest of County e. Copies of any other audit reports including oversight agency audits must be submitted i.) The Contractor shall follow the general to the Department set forth on page one of practices that are designed to obtain this Contract and emailed to the Executive furniture, fixtures, equipment, materials, Director of Auditing Services at or supplies at the most reasonable price Audits@suffolkcouptyLly.gov within thirty or cost possible. (30)days after completion of the audit(s). ii.) The County reserves the right to purchase L The requirements set forth in this paragraph or obtain furniture, fixtures, equipment, 6 shall not preclude the authorized materials, or supplies for the Contractor representatives of the County, the in accordance with the programmatic Comptroller, or Federal or State entities needs of the Contract. If the County from conducting any other duly authorized exercises this right,the amount budgeted audit(s) of records and financial statements for the items so purchased or obtained by the County for the Contractor shall not be 30 y Rev.09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant available to the Contractor for any equipment -in its custody, checking each purpose whatsoever. Title to any such item against the aforesaid inventory records. items purchased or otherwise obtained by A report setting forth the results of such the County for the programs physical count shall be prepared by the encompassed by the Contract and Contractor on a form or forms designated by entrusted to the Contractor, shall remain the County, certified and signed by an in the County. authorized official of the Contractor, and one(1)copy thereof shall be delivered to the iii.) The County shall retain a proprietary County within five(5)days after the date set interest in all furniture, removable for the aforesaid physical count. Within five fixtures, equipment, materials, and (5) days after the termination or expiration supplies purchased or obtained by the date of the Contract, the Contractor shall Contractor and paid for or reimbursed to submit to the County six (6) copies of the the Contractor pursuant to the terms of same report updated to such date of the the Contract or any prior agreement Contract, certified and signed by an between the parties. authorized official of the Contractor, based on a physical count of all items of furniture, iv.) The Contractor shall attach labels removable fixtures and equipment on the indicating the County's proprietary aforesaid expiration date, and revised, if interest or title in all such property. necessary,to include any inventory changes during the last three(3)months of the Term. C. County's Right to Take Title and Possession e. Protection of Property in Contractor's Custody Upon the termination or expiration of the Contract or any renewal thereof, the The Contractor shall maintain vigilance and discontinuance of the business of the take all reasonable precautions to protect the Contractor, the failure of the Contractor to furniture, fixtures, equipment, material or comply with the terms of the Contract, the supplies in its custody against damage or bankruptcy of the Contractor,an assignment loss by fire, burglary, theft, disappearance, for the benefit of its creditors, or the failure vandalism, or misuse. In the event of of the Contractor to satisfy any judgment burglary,theft,vandalism, or disappearance against it within thirty(30) days of filing of of any item of furniture,fixtures,equipment, the judgment, the County shall have the material or supplies, the Contractor shall right to take title to and possession of all immediately notify the police and make a furniture, removable fixtures, equipment, record thereof, including a record of the materials, and supplies and the same shall results of any investigation which may be thereupon become the property of the made thereon. In the event of loss of or County without any claim for damage to any item of furniture, fixtures, reimbursement on the part of the Contractor. equipment, materials, or supplies from any cause, the Contractor shall immediately send the County a detailed written report d. Inventory Records,Controls and Reports thereon. The Contractor shall maintain proper and L Disposition of Property in Contractor's accurate inventory records and controls for Custody all such furniture, removable fixtures and equipment acquired pursuant to the Contract Upon termination of the County's funding and all prior agreements between the parties, of any of the Services covered by the if any. Three (3) months before the Contract, or at any other time that the expiration date of the Contract, the County may direct, the Contractor shall Contractor shall make a physical count of all make access available and render all items of furniture, removable fixtures and necessary assistance for physical removal 31 z i Rev. 09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant by the County or its designee of any or all c. Funding Identification furniture, removable fixtures, equipment, materials or supplies in the Contractor's The Contractor shall promptly submit to the custody in which the County has a County upon request, a schedule for all proprietary interest,in the same condition as programs funded by the County, itemizing such property was received by the for each such program the sums received, Contractor, reasonable wear ,and tear their source and the total program budget. excepted. Any disposition, settlements or adjustments connected with such property d. Outside Funding for Non-County Funded shall be in accordance with the rules and Activities regulations of the County and the State of New York. Notwithstanding the foregoing provisions of the Contract, it is the intent of the County 8. Lease or Rental Agreements that the terms and conditions of the Contract shall not limit the Contractor from applying If lease payments or rental costs are included in for and accepting outside grant awards or the Budget as an item of expense reimbursable by from providing additional educational the County,the Contractor shall promptly submit activities/services which may result in the to the County, upon request, any lease or rental Contractor incurring additional costs, as agreement. If during the Term, the Contractor long as the following conditions are met: shall enter into a lease or rental agreement, or shall renew a lease or rental agreement, the i.) The County is not the Fund Source for Contractor shall, prior to the execution thereof, the additional services; submit such lease or rental agreement, to the ii.) Sufficient funding is available for or can County for approval. be generated by the Contractor to cover 9. Statement of Other Contracts the cost incurred by the Contractor to provide these additional services; and Prior to the execution of the Contract, the iii.) If sufficient funding is not available or Contractor shall submit a Statement of Other cannot be generated,the County shall not Contracts to the County. If the Contract is be held liable for any of the additional amended during the Term, or if the County costs incurred by the Contractor in exercises its option right, the Contractor shall furnishing such additional services. submit a then current Statement of Other iv.) Prior to scheduling any such additional Contracts. services on County-owned property, the Contractor shall obtain written County approval. The Contractor shall, to the County's satisfaction, submit any 10. Miscellaneous Fiscal Terms and Conditions documentation requested by the a. Limit of County's Obligations Department reflecting the change, and identify the additional services to be The maximum amount to be paid by the provided and the source of funding that County is set forth on the first page of the shall be utilized to cover the expenditures Contract. incurred by the Contractor in undertaking the additional services. b. Duplicate Payment from Other Sources e. Potential Revenue Payment by the County for the Services The Contractor shall actively seek and take shall not duplicate payment received by the reasonable steps to secure all potential Contractor from any other source. funding from grants and contracts with other agencies for programs funded by the 32 I Rev. 09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant County. subparagraph shall survive the expiration or termination of the Contract. L Payments Contingent upon State/Federal Funding h. Budget Payments under the Contract may be subject The Contractor expressly represents and to and contingent upon continued funding agrees that the Budget lists all revenue, by State and/or Federal agencies. In the expenditures, personnel, personnel costs event payments are subject to such funding and/or all other relevant costs necessary to no payment shall be made until the provide the Services. Contractor submits documentation in the manner and form as shall be required by i. Payment of Claims State and/or Federal agency. If late submission of claims precludes the County Upon receipt of a Suffolk County Payment from claiming State or Federal Voucher, the County, at its discretion, may reimbursement, such late claims by the pay the Contractor during the Term, in Contractor shall not be paid by the County advance, an amount not to exceed one sixth subject to subparagraph g.below, if,for any (1/6) of the maximum amount to be paid by reason, the full amount of such funding is the County set forth on the first page of the not made available to the County, the Contract. Contract may be terminated in whole or in part,or the amount payable to the Contractor j. Payments Limited to Actual Net may be reduced at the discretion of the Expenditures County, provided that any such termination or reduction shall not apply to allowable The Contractor agrees that if,for any reason costs incurred by the Contractor prior to whatsoever, the Contractor shall spend such termination or reduction, and provided during the Term for the purposes set forth in that money has been appropriated for the Contract an amount less than, or receive payment of such costs. amounts more than,provided in the Budget, the total cost of the Contract shall be g. Denial of Aid reduced to the net amount of actual Contractor expenditures made for such If a State or Federal government agency is purposes. The total amount to be paid by the funding the Contract and fails to approve aid County shall not exceed the lesser of (i) in reimbursement to the County for actual net expenditures or (ii) the total cost payments made hereunder by the County to of the Contract on the cover page and in the the Contractor for expenditures made during Budget. Upon termination or expiration of the Term because of any act, omission or the Contract, if the Contractor's total negligence on the part of the Contractor, amount of allowable expenses is less than then the County may deduct and withhold the total amount of the payments made from any payment due to the Contractor an during the Term, the Contractor shall amount equal to the reimbursement denied prepare a check payable to the Suffolk by the state or federal government agency, County Comptroller for the difference and the County's obligation to the between the two amounts and submit such Contractor shall be reduced by any such payment to the County, along with the final amounts. In such an event, if there should Suffolk County Payment Voucher. be a balance due to the County after it has made a final payment to the Contractor k. Travel, Conference, and Meeting under the Contract, on demand by the Attendance: SOP A-07 Amendment 1 County, the Contractor shall reimburse the County for the amount of the balance due Reimbursement to the Contractor for travel the County, payable to the Suffolk County costs shall not exceed amounts allowed to Comptroller. The provisions of this County employees. All conferences that are 33 t I � Rev.09/20/21;Law No.22-ED-093 Town of Southold Community Development Block Grant partially or fully funded by the County that Consultant's Agreements" as promulgated the Contractor's staff wishes to attend must by the Department of Audit and Control of be pre-approved, in writing, by the County Suffolk County and any amendments and must be in compliance with Suffolk thereto during the Term of the Contract. The County Standard Operating Procedure A-07 "Comptroller's Rules and Regulations for which may be viewed online at the County's Consultant's Agreements" and "SOP A-07 website, SuffolkCountyny.gov; go to Amendment 1"may be viewed online at the "Government," then "Comptroller," then County's website, SuffolkCountyny.gov;go "Consultant's Agreements." to "Government," then "Comptroller,"then "Consultant's Agreements." 1. Salaries The Contractor shall not be eligible to receive any salary reimbursement until End of Text for Article V 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 34 Article VI Federal Requirements 1. Grant Administration a. Authorization Notwithstanding any other provision of this Agreement,the Contractor must submit evidence and the County must certify, prior to any commitment of funds under this Agreement, that all grant responsibilities have been met and are in accordance with applicable regulations. Upon such certification,the County will give notice authorizing the Contractor to begin CDBG projects set forth in Article I of this Agreement. b. Supervision It is agreed that the nature and extent of the CDBG projects undertaken pursuant to this Agreement shall be subject to the general supervision of the County. The County as applicant is primarily responsible for overseeing the CDBG program. The Contractor agrees to comply fully with rules,regulations,criteria,guidelines and expenditure controls heretofore adopted or to be adopted by the County and Federal Governments pursuant to 2 CFR Part 200 Uniform Administrative Requirements. 2. County-Contractor Relationship The relationship of the Contractor to the County shall be governed as expressly provided for in the Suffolk County Cooperation Agreement and this Agreement. 3. National Objectives Contractor certifies that the CDBG projects carried out under this Agreement meet the National Objectives as defined in 24 CFR 570.208. 4. Performance a. The Contractor agrees to begin work on its CDBG projects set forth in Article I of this Agreement within a reasonable time after the effective date of this Agreement and meet timely expenditure requirements. The Contractor will be considered to meet timely requirements if by January 15" of each year its total balance of unexpended funds from all program years does not exceed 1.5 times the Contractor's last annual CDBG allocation. b. Timely Expenditure Required It is critical that the Contractor commence work on the CDBG projects in a timely fashion. Failure to commence work and meet timely expenditure requirements may result among other things, in a reduction of the Contractor's CDBG funding and/or the.County electing not to exercise its option to renew this Agreement. More specifically: 1) If the Contractor has unexpended balances from previous years' funding, which are from four (4) or more years prior to the current program year; or 2) If the Contractor has a past history of not meeting timely expenditure requirements; or 35 3) If the Contractor,by January 15"'of each year has a total balance of unexpended funds from all program years, which exceed 1.5 times the Contractor's last annual CDBG allocation, then the County may, among other things, and either sin ug larly or in combination: a) Chose not to exercise its option(s)to renew this Agreement; b) Require the Contractor to submit information to the County regarding the reasons for lack of performance and actions being taken to remove the causes for delay; e) Require the Contractor to demonstrate to the County that the Contractor has the capacity to carry out CDBG projects and meet CDBG timely expenditure requirements; d) Require the Contractor to submit to the County progress schedules for completing CDBG projects in compliance with CDBG timely expenditure requirements; e) Issue a letter of warning to the Contractor advising that more serious sanctions will be taken if the deficiency is not corrected or is repeated; fl Require the Contractor to suspend, discontinue or not incur costs for CDBG projects; g) Condition or reduce the Contractor's allocation of CDBG funds in the succeeding year; and h) Reduce the Contractor's allocation of CDBG funds in the current year by one-hundred percent(100%) of the total balance of unexpended funds, from all program years, which exceed 1.5 times the Contractor's last annual CDBG allocation. 5. Citizen Participation The Contractor agrees to provide citizens with adequate information concerning the amount of funds available for proposed CDBG projects, the range of eligible activities, and other important program requirements. The Contractor also agrees to provide citizens with adequate opportunities to articulate needs,express preferences about proposed activities, assist in the selection of priorities, and otherwise assist and participate in the development of the federal Housing and Community Development Program. Pursuant to this requirement, each Contractor shall hold at least one public hearing during the annual application preparation period,prior to the submission to HUD. The County shall also hold at least one pre-submission public hearing. 6. Flood Disaster Protection This Agreement is subject to Section 202(a) of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4106)which provides that no Federal officer or agency shall approve any financial assistance for acquisition or construction purposes (as defined under Section 3(a) of said Act (42 U.S.C. 4003(a)), one year after a community has been formally notified of its identification as a community containing an area of special flood hazard, for use in any area that has been identified by the Director of the Federal Emergency Management Agency as an area having special flood hazards unless the community in which such area is situated is then participating in the National Insurance Program. Notwithstanding the date of HUD approval of the County's annual action plan,funds provided under this part shall not be expended for acquisition or construction purposes in an area that has been identified by the Federal Emergency Management Agency ("FEMA") as having special flood hazards unless the community in which the area is situated is participating in the National Flood Insurance Program in accordance with 44 CFR Parts 59-79,or less than a year has passed since FEMA notification to the community regarding such hazards; and flood insurance is obtained in accordance with Section 102(a) of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001). Any contract or agreement for the sale,lease or other transfer of land acquired,cleared or improved with assistance provided under this Agreement shall contain,if such land is located in an area identified by the Federal Government as having special flood hazards and in which the sale of flood insurance has been made available under the Flood Insurance Act of 1968, as amended, 42 USC 4001, et. seq., provisions obligating the transferee and its successors or assigns to obtain and maintain, during the ownership of such land, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under Section 102(a)of the Flood Disaster Protection Act of 1973. Such provisions shall be required, notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Agreement. 36 , J, 7. Equal Employment Opportunity and Affirmative Action a. Equal Opportunity: In carrying out the CDBG projects,the Contractor shall ensure that no person,on the grounds of race, color, creed, ancestry, disability or other handicap, age, marital/familial status, military status, national origin, sexual orientation, religion or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with CDBG funds. The Contractor shall take affirmative action to insure that applicants for employment are employed, and that employees are treated during employment,without regard to their race,color,creed,ancestry,disability or other handicap, marital/familial status, military status, religion, sex, sexual orientation, age or national origin. Such action shall include, but-not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor shall post in conspicuous places, available to employees and applicants to employment, notices to be provided by the Federal Government setting forth the provisions of this non-discrimination clause. The Contractor shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, age, creed, ancestry, disability or other handicap, marital/familial status, military status, or national origin. The Contractor shall incorporate the foregoing requirements of this Subparagraph an in all of its contracts for program work, except contracts governed by Subparagraph b of this Paragraph, and will require all of its Contractors for such work to incorporate such requirements in all subcontracts for program work. The Contractor shall have its own Affirmative Action Plan which meets Federal requirements on file with the County Community Development Office and approved by HUD or be bound by a Consortium-wide Affirmative Action Plan developed by the County and applicable to local personnel funded with Community Development Block Grant funds. The County Community Development Director shall be designated as the Consortium's Affirmative Action Officer. Separate community development agencies, will be required to develop and implement their own Affirmative Action Plan,unless such a plan has already been developed and approved by HUD. Individual agency plans must be submitted to HUD for its review and approval. If the Plan is not acceptable to the County or HUD, the community development agency will be required to submit a revised Plan(s), until approved by HUD. All employees of the Contractor paid with CDBG funds must meet all New York State Civil Service Requirements for employment; however, this provision shall not apply to any Community Development Agency or its employees. b. Contracts Subject to Executive Order 11246, as amended, shall be subject to HUD Equal Employment Opportunity regulations at 24 CFR Part 1 applicable to HUD-assisted construction contracts. C. The Contractor shall cause or require to be inserted in full in any non-exempt contract and subcontract for construction work,or modification thereof,as defined in said regulations,which is paid for in whole or part with assistance provided under this Agreement,the following equal opportunity clause: "During the performance of this Agreement,the Contractor agrees as follows: 1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, creed, ancestry, disability or other handicap or marital/familial status or national origin. The Contractor will take affirmative action to ensure that applicants are 37 Y l employed,and the employees are treated during employment,free from such discrimination. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this non-discrimination clause. 2) The Contractor will, in all solicitations for advertisements for employees placed by or on behalf of the Contractor;state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age, creed, ancestry, disability or other handicap or marital/familial status or national origin. 3) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining Contract or other contract or understanding, a notice to be provided by the contract Compliance Officer advising the said labor union or workers representatives of the Contractor's commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules,regulations,and relevant orders of the Secretary of Labor. 5) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965; 24 CFR 570.603; and 24 CFR 570.607; and by the rules, regulations, and orders of the Secretaries of Labor and Housing and Urban Development, or pursuant thereto, and will permit access to his books,records and accounts by the Federal Government and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. 6) In the event of the Contractor's non-compliance with the non-discrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or Federally assisted construction contract procedures authorized in Executive Order 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7) The Contractor will include the portion of the sentence immediately preceding Paragraph 1 through 7 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issues pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each Contractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Federal Government may direct as a means of enforcing such provisions, including sanctions for non-compliance; providing, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a sub-contractor or vendor as a"result of such direction of the Federal government,the Contractor may request the United States to enter into such litigation to protect the interest of the United States." d. The Contractor further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in Federally-assisted construction work;provided,however, that if the Contractor so participating is a state or local government,the above equal opportunity clause is not applicable to any agency,instrumentality or subdivision of such government which does not participate in work on or under the contract. e. The Contractor agrees that it will assist and cooperate actively with the Federal Government and the Secretary of Labor in obtaining the compliance of Contractors and subcontractors with the equal opportunity clause and the rules,regulation,and relevant orders of the Secretary of Labor;that it will furnish the Department and the Secretary of Labor such information as they may require for the supervision of such 38 compliance and that it will otherwise assist the Federal Government in the discharge of its primary responsibility for securing compliance. E The Contractor further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and Federally-assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause by any Government Contractor in accordance with procedures established by the Secretary of Labor pursuant to Part Il, Subpart D, of the Executive Order. In addition, the Contractor agrees that if it fails or refuses to comply with these undertakings, the Federal Government may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant or loan guarantees; refrain from extending any further assistance to the Contractor under the program with respect to which the failure or refusal occurred until the satisfactory assurance of future compliance has been received from such Contractor, and refer the case to the Department of Justice for appropriate legal proceedings. 8. Compliance with Section 3 of the Housing and Urban Development Act The Contractor shall comply with Section 3 of the Housing and Urban Development Act of 1968 as same may be amended from time to time. In planning and carrying out CDBG projects,the Contractor shall ensure,to the greatest extent feasible, that opportunities for training and employment be given to lower income persons residing within the boundaries of the Suffolk County Consortium and that, also to the extent feasible and consistent with state and federal laws, contracts for work on CDBG projects be awarded to eligible business concerns which are located in or owned in substantial part by persons residing within the boundaries of the Suffolk County Consortium. The Contractor shall cause or require to be inserted in full, in all contracts and subcontracts for work financed in whole or in part with assistance provided under this Agreement,the Section 3 clause set forth in 24 CFR 135.38(B). The Contractor shall provide such copies of 24 CFR Part 135 as may be necessary for the information of parties to contracts required to contain the Section 3 clause. 9. Minority Business and Women's Business Enterprise The Contractor must comply with Executive Orders 11625 and 12432 and,to the extent permissible by law, make good faith efforts to encourage the use of minority and women's business enterprise in connection with CDBG funded activities. The Contractor,to extent permissible by law,shall ensure the inclusion of minorities and women,and entities owned by minorities and women, including, without limitation, real estate firms, construction firms, appraisal firms, management firms, financial institutions, investment banking firms, underwriters, accountants, and providers of legal services, in all contracts entered into with such persons or entities,public and private, in order to facilitate the activities of the CDBG programs. 10. Lead Based Paint Hazards The construction or rehabilitation of residential structures with assistance provided under this Agreement is subject to the requirements of 24 CFR Part 35, subparts A,B and R and subparts C through M, as may be amended,when applicable. Any rehabilitation or acquisition of residential structures by the Contractor with assistance provided under this Agreement shall be made subject to Lead-Based Paint Poisoning Prevention,and the Contractor shall be responsible for notifications,certified hazard evaluations,certified hazard reduction,and certified safe construction work places, certified clearances and record keeping. 11. Fire Prevention and Control Act 39 Housing assistance provided in the form of a grant, contract, loan guarantee, cooperative agreement, interest subsidy, interest or direct appropriation under this Contract is subject to the provisions of the Fire Administration Authorization Act of 1992(Pub.L. 102-522),as may be amended. The Contractor shall be required to comply with applicable fire protection and safety standards. 12. Federal Labor Standards Provisions The Contractor agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis- Bacon Act as amended,the provisions of Contract Work Hours and Safety Standards Act(40 U.S.C. 327 et seq.), as may be amended, and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Contractor agrees to comply with the Copeland Anti-Kick Back Act(18 U.S.C. 874 et seq.),as it may be amended and the implementing regulations of the U.S. Department of Labor at 29 CFR Part 5, as may be amended. The Contractor shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Department for review upon request. The Contractor agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight(8)units,all contractors engaged under contracts in excess of$2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7, as may be amended, governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Contractor of its obligation, if any,to require payment of the higher wage. The Contractor shall cause or require to be inserted in full, in all such contracts subject to such regulations,provisions meeting the requirements of this paragraph. 13. Compliance With Air and Water Acts: This Agreement is subject to the requirements of the Clean Air Act,as amended,42 USC 1857, et. seq.;the Federal Water Pollution Control Act, as amended, 33 USC 1251, et. seq.; and the regulations of the Environmental Protection Agency("EPA")with respect thereto, at 40 CFR 15, as may be amended from time to time. In compliance with said regulations,the Contractor shall cause or require to be inserted in full in all contracts and subcontracts with respect to any non-exempt transaction thereunder funded with assistance provided under this Agreement,the following requirements: a. A stipulation by the Contractor or subcontractors that any facility to be utilized in the performance of any non-exempt contract or subcontract is not listed on the List of Violating Facilities issued by the EPA pursuant to 40 CFR 15.20. b. Agreements by the Contractor to comply with all their requirements of Section 114 of the Clean Air Act, as amended (42 USC 1857c-8) and Section 308 of the Federal Water Pollution Control Act, as amended (42 USC 1857c-8)and Section 308 of the Federal Water Pollution Control Act,as amended(33 USC 1318), relating to inspection,monitoring,entry,reports,and information,as well as all other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder. C. A stipulation that as a condition for the award of the contract,prompt notice will be given of any notification received from the Director, Office of Federal Activities, EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities. d. Agreement by the Contractor that he will include or cause to be included the criteria and requirements in subparagraphs a through d of this Paragraph in every non-exempt subcontract and requiring that the Contractor will take such action as the Federal Government may direct as a means of enforcing such provisions. 40 r In no event shall any amount,of the assistance provided under this Agreement be utilized with respect to a facility which has given rise to a conviction under Section 113(c)(1)of the Clean Air Act or Section 209(c) of the Federal Water Pollution Control Act, as may be amended. 14. Relocation Assistance and Acquisition of Real Property The Contractor shall provide fair and reasonable relocation payments and assistance in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended and the government-wide URA regulations at 49 CFR Part 24, to or for families, individuals, partnerships, corporation, or associations displaced as a result of any acquisition of real property for an activity assisted under the program. The Contractor shall inform potential displaced persons of the benefits,policies and procedures provided for under HUD regulations. The Contractor shall carry out the relocation process in such a manner as to provide such displaced persons with uniform and consistent services, including any services required to insure that the relocation process does not result in different or separate treatment to such displaced persons on account of their race, color,religion,national origin, age, sex, or source of income. In acquiring real property,the Contractor should be guided by the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended and the government-wide URA regulations at 49 CFR Part 24. 15. Consolidated Plan The Contractor, as party to the Community Development Program, and as a participant in the Suffolk County Consortium,acknowledges that it is contractually and otherwise legally bound per prior resolution of its governing body to use its best efforts to ensure the carrying out of the goals of the Consolidated Plan approved by HUD. The Contractor shall also be contractually and legally bound to use its best efforts to ensure the carrying out of the Consolidated Plan which is currently in effect. 16. Displacement This Agreement is subject to laws and regulations which require the implementation of a policy to minimize the displacement of persons from their homes and neighborhoods and to mitigate adverse effects of such displacement on low and moderate income persons. In accordance,the Contractor shall follow the Suffolk County Community Development Consortium Policy and Procedures, as may be amended from time to time, on Displacement when implementing CDBG projects. 17. Books and Records of Accounting The Contractor agrees that it shall keep and maintain separate books of account and records concerning all costs incurred in the performance of this Agreement,and that it shall have available for audit and inspection by the County or by authorized representatives of HUD, all the Contractor's facilities, books and other financial and statistical data,whether related to the CDBG projects or otherwise. The Contractor agrees to maintain or submit to the County, as individually required, the following data or documents, or information to complete the following documents: 41 a r r a. Project Description Forms b. Environmental Survey c. Demographic Survey d. Budget Modifications e. HUD/EEO-4 Employment Data Form L Minority Business Enterprise Report g. Other data as may be required by HUD 18. Program Income The County shall assign program income generated by the Contractor for the purpose of carrying out eligible CDBG activities. All provisions of this Agreement shall apply to the use of program income assigned to the Contractor by the County. The Contractor shall inform the County of all income generated by the expenditure of CDBG funds received by the Contractor and to substantially disburse assigned program income for eligible Community Development Activities before additional cash withdrawals are made by the County from the U.S.Treasury for the same activity. The County will require at the end of the program year, the remittance by the Contractor of all or part of any program income balances (including investments thereof)held by the Contractor(except those needed for immediate cash needs, cash balances of a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for Section 108 security needs). If a Contractor withdraws from the Suffolk County Consortium prior to the expiration of the Cooperation Agreement between the Contractor and the County, all program income received and not expended in accordance with this Agreement shall be due and payable to the County and the County may terminate this Agreement as set forth in Paragraph 2,Article 3, entitled"Termination." 19. Real Property Real property acquired or improved in whole or in part using Community Development funds that is within the control of the Contractor shall require the following actions: a. The timely notification of the County by the Contractor of any modification or change in the use of the real property from that planned at the time of acquisition or improvement including disposition; b. Reimbursement of the County in an amount equal to the current fair market value (less any portion thereof attributable to expenditures of non-Community Development funds) of property acquired or improved with Community Development funds that is sold or transferred for a use which does not qualify under the Community Development regulations; and c. Return of program income to the County generated from the disposition or transfer of property prior to or subsequent to the close-out,change of status or termination of the Cooperation Agreement between the County and the Contractor. 20. Reversion of Assets Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of$25,000 shall be either: 42 a. Used to meet one of the national objectives in 24 CFR Part 570 until five (5) years after expiration of this Agreement or termination of the Cooperation Agreement, or such longer period of time as determined appropriate by the County; or b. Disposed of in a manner which results in the County being reimbursed in the amount of the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvement to,the property. 21. Procurement of Equipment,Supplies and Materials The procurement of equipment, services, materials and supplies shall be undertaken in accordance with the requirements of 2 CFR 200, "Administrative Requirements for Grants and Cooperative Agreements to Local Governments,"as may be amended. The Contractor shall maintain an inventory of non-expendable personal property in accordance with 2 CFR 200 and title to all the materials, appliances, and tools, purchased with funds provided under this Agreement, shall vest in the Contractor and shall be used,managed and disposed of in accordance with 2 CFR Part 200. 22. Use of Federal Funds for Lobbying No Federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor,to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative Contract, the Contractor shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Contractor shall require that the language of this certification be included in the award for all sub awards at all tiers(including subcontracts,sub grants,and contracts under grants, loans,and cooperative agreements)and that all sub recipients shall certify and disclose same accordingly. 23. Political Activities The Contractor shall be governed by the provisions of the Hatch Act (5 USC 1501, et. seq.), as may be amended, regarding employees'political participation. 24. Funding Identification The Contractor shall keep the County apprised of any grants or sources of funding received for the Program as and may retain any such funding that results in enhancement of services and does not duplicate funding for the program covered by this Agreement. If the program covered by this is funded in whole or in part by other governmental agencies, it is agreed that the funding by the County under this Agreement shall be reduced or refunded to the County to the extent that such other funding duplicates funding for the program covered by this Agreement. 25. Offset of Arrears or Default 43 i x The Contractor warrants that it is not, and shall not be during the term of this Agreement, in arrears to the County for taxes or upon debt or contract and is not,and shall not be during the term of this Agreement,in default as surety, Contractor or otherwise on any obligation to the County, and the Contractor agrees that the County may withhold the amount of any such arrearage or default from amounts payable to the Contractor under this Agreement. 26. Federal Uniform Administrative Requirements The Contractor is required to comply with the Federal Uniform Administrative Standards attached hereto as Exhibit 4 and incorporated by reference. 27. Force Majeure Neither party shall be held responsible for any delay or failure in performance hereunder to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, civil or military authority, act of God, act or omission of carriers, power failure or similar causes beyond its control ("force majeure conditions"). If any force majeure condition occurs,the party delayed or unable to perform shall give immediate notice to the other party. End of Article VI 44 r � t � Article VII ENVIRONMENTAL REQUIREMENTS CONDITIONAL APPROVALS ON USE OF FUNDS 1. Environmental Review Process a. Prior to obtaining a release of funds from HUD ("Release of Funds") for the Contractor's CDBG projects as set forth in Paragraph 3,Article I of this Agreement, entitled"Project Descriptions,"the Department must conduct an environmental review as set-forth in Part 58 of Title 24 of the Code of Federal Regulations, as may be amended, for each of the CDBG projects contemplated by this Agreement. b. In order for the Department to conduct this environmental review,the Contractor must: 1) Provide the Department with all available project and environmental information on each CDBG project contemplated by this Agreement; 2) Assist the Department in preparing an Environmental Assessment("EA")to submit to HUD; 3) Assist the Department in preparing an Environmental Impact Statement("EIS")to submit to HUD; and 4) Refrain from undertaking any physical activities or choice limiting actions until HUD (or the State, if applicable)has approved the release of funds for the CDBG projects. c. Exempt or Categorically Excluded Projects 1) The Department may determine that some or all of the activities related to the CDBG projects contemplated by this Agreement are exempt pursuant to 24 CFR 58.34. In such an instance,the County will advise the Contractor, in writing, that it may commit funds for these activities as soon as programmatic authorization is received. 2) The Department may also determine that that some or all of the activities related to the CDBG projects contemplated by this Agreement are categorically excluded pursuant to 24 CFR 58.35, and therefore no EA or EIS will be required. In such an instance,the Department will advise the Contractor, in writing, of its determination, in order that the Contractor may commit funds for these activities. d. Before any CDBG funds may be obligated or utilized,the Contractor must receive: 1) A written determination of exemption from the Department; or 2) A written determination that the CDBG project is categorically excluded; or 3) A HUD Release of Funds and a certification from the Department. End of Article VII 45 Exhibits Exhibit 1 Suffolk County Payment Voucher Exhibit 2 County of Suffolk Consultant's Expense Summary Exhibit 3 County of Suffolk Consultant's Time Summary Exhibit 4 Code of Federal Regulations Exhibit 5 Sub recipient Contract Documentation Exhibit 6 Suffolk STAT KPIs/Performance Indicators, if applicable(not applicable) 46 Exhibit 1 ,tUFFdLK COUNTY PA- YMENT VOUCHER Mot: leca Rftp*n 'OAW"y I Ento--d oy, iilnii t! ventfor CC40(TAX AidaCt s j Vodor Re wlt Ada (IrAY&A"t) TU5,14 '(4) (4) mi P co 031 -DEPAMMINT "I tte PAYEF-CMMFICATION; I omiry des tis abaxa 11 id 0�6 Wiz!r: in gm.�r ihatvft-I=11y talrdwX cou"Itv ig, =;cc t"t I 4f,U4 th t I w 41 t aw IV M ae* -f w ifiv,k;4r.4-hmruiaivu (Itm TiTLE NAME OF COMPANY cxw VL;,w4ACMvMm!7 47 Exhibit 2 COUNTY OF SUEFOLK COMULTANT'S MENS SIMARY DEI'AMIE TOfAUDIT&-CON'TROL-FORAk 109 CONSULTWS ME PERIOD 13E ON NG HPJOD ENI)ING 1 10 1 11 13 14 15 16 AMOI ntttu Items 17 I8 19 20 11 n 14 25 6 28 29 ja 31 DG'E ',RaflorBns ranpodon �o Renu or Mitea,�e Attzc11Sc1;edtlej oIR add P dVees aX't 4T L�tl4U�lIlG 1 qWpmmt ers , ►�s f s�edu�� I I Alle ca�rc ald c bye lb drvr tid�a i MT4E"MURSOU CONSULTA'T ME., R ��ucct of��rials,s1i�s,��ar acs sdould 6e su�'�t�Y s�ariA�hou���i�z,dipdpn,w,it cit a�purFo�e, AMOMD SIVI I 48 Y Exhibit 3 COMM OF SUFFOLK CO S'i OT'Sfi TOM SM BIW DEPAitT1VSENT OF ATJDTf&,COIMI,-WRh1 ARC 108 CONSUTMrS XVW PSUOD DEGiE=Q PMUQD WING t 10 111 11 13 14T,15--16 TOTAL RME !TOTAL ameof�IA&fe6er 17 S 19 l . 3 4 G 7 0 1 OURS PERHR( WE 1 � i { l 1 1 I 1 f f ! 3 TOTAL aRMBGRSABLE CGNSULM"C TL4tE., AUTHORM SMA,°E""E M Exhibit 4 49 F " 1 i .► Code of Federal Regulations Title 24-Housing and Urban Development Title: Section 570.502-Applicability of uniform administrative requirements. Context: Title 24-Housing and Urban Development. Subtitle B -Regulations Relating to Housing and Urban Development(Continued). Chapter V—Office of Assistant Secretary for Community Planning and Development, Department of Housing and Urban Development. Subchapter C—Community Facilities. PART 570—Community Development Block Grants. Subpart J- Grant Administration. § 570.502 Applicability of uniform administrative requirements. (a) Grantees and sub recipients shall comply with 2 CFR Part 200, "Uniform Administrative Requirements, Cost Principles,and Audit Requirements for Federal Awards,"except that: 1. Section 200.305 "Payment" is modified for lump sum drawdown for financing of property rehabilitation activities in accordance with §570.513. 2. Section 200.306"Cost sharing or matching"does not apply. 3. Section 200.307"Program income"does not apply. Program income is governed by§507.504. 4. Section 200.308 "Revisions of budget and program plans"does not apply. 5. Section 200.311 "Real property"does not apply, except as provided in §570.2000).Real property is governed by§570.505. 6. Section 200.313 "Equipment"applies, except that when the equipment is sold,the proceeds shall be program income. Equipment not needed by the sub recipient for CDBG activities shall be transferred to the recipient for the CDBG program or shall be retained after compensating the recipient. 7. Section 200.333 "Retention requirements for records"applies except that: i. For recipients: A. The period shall be 4 years from the date of execution of the closeout agreement for a grant, as further described in this part; B. Records for individual activities subject to the reversion of assets provisions at §570.503(b)(7)or the change of use provisions at§570.505 must be maintained for 3 years after those provisions.no longer apply to the activity; C. Records for individual activities for which there are outstanding loan balances, other receivables, or contingent liabilities must be retained for 3 years after the receivables or liabilities have been satisfied. ii. For sub recipients: A. The retention period for individual CDBG activities shall be the longer or 3 years after the expiration or termination of the sub recipient agreement under§570.503, or 3 years after the submission of the annual performance and evaluation report, as prescribed in §91.520 of this title, in which the specific activity is reported on for the final time; B. Records for the individual activities subject to the reversion of assets provisions at§570.503(b)(7)or change ofuse provisions at§570.505 must be maintained for as long as those provisions continue to apply to the activity; and C. Records for individual activities for which there are outstanding loan balances, other receivables, or contingent liabilities must be retained until such receivables or liabilities have been satisfied. 8. Section 200.343 "Closeout"applies to closeout of sub recipients. [57 FR 33256,July 27, 1992, as amended by 59 FR 2738,Jan. 19, 1994; 60 FR 1916,Jan. 5, 1995; 60 FR 56915,Nov. 9, 1995; 80 FR 75937,Dec, 7,2015] 50 ' k Exhibit 5 This space is intentionally left blank. Exhibit 5,"Sub recipient Contract Documentation"will be completed by the County,including information specific to this Contract,and be included as a necessary addendum to this Contract prior to execution. 51 y � r Exhibit 6 Exhibit 6, "Suffolk STAT EPIs/Performance Indicators"will be developed by the County and Contractor,if applicable,including information specific to this Contract,and be included as a necessary addendum to this Contract prior to execution. 52 A. t . 6 REQUIRED DOCUMENTATION FOR SUBRECIPIENT CONTRACTS Granting Department: Federal Awarding Agency: Federal Award Identification Assistance Listing Suffolk County Department of U.S.Dept.of Housing and Number: Number and Title: Economic Development and Urban Development B-20-UC-36-0102 14.218 Planning Awarding Official Name and County Contract Number: Identify the dollar amount available Federal Award Date: Contact Information: 22-ED-093 under each Federal award and the 7/14/21 Steven Bellone Assistance Listing Number,at time_ County Executive Suffolk County Subaward Period of of disbursement: H.Lee Dennison Building,Floor 12 Performance Start and End Hauppauge,NY 11788 Date: Federal Amount and%(this Subaward Budget 9/1/2020-8/31/2022 Assistance Listing Number): Period Start and End $160,00 Date: Federal Amount and%(other 9/1/2020-8/31/2022 Assistance Listing Number(s)):NL State Amount and%:N/A County Amount and%:N/A Subrecipient Name&Address Subrecipient's Unique Federal Funds Obligated by this Federal Funds Town of Southold Entity Identifier: Action: Obligated to 53095 Main Road 19-773-6387 $160,000 Subrecipient by County PO Box 1179 including current n: Southold,NY 11971 Research&Development Total Federal Award Committed to $16obligation: ❑Yes N No Subrecipient by the County: 0,000 $160,000 - Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs): N/A Approved federally recognized indirect cost rate negotiated between the subrecipient and the Federal Government or,if no'such rate exists,either a rate negotiated between the pass-through entity and the subrecipient(in compliance with this part),or a de minimis indirect cost rate as defined in§200.414 Indirect(F&A)costs,paragraph(f): N/A Federal Award Project Description: Community Development Block Grant—CDBG-projects Requirements 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: See Article V, "General Fiscal Terms and Conditions,"of attached Contract. 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: See Article V, "General Fiscal Terms and Conditions,"of attached Contract. Close-Out Direction: See Article V,"General Fiscal Terms and Conditions,"of attached Contract. The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.332. "-Aevr 0/20/21; Law No. 22-ED-093 Town of Southold Community Development Block Grant AGREEMENT This Agreement ("Agreement" or"Contract"), is between the County of Suffolk(the "County"),a municipal corporation of the State of New York, acting through its duly constituted Office of Community Development, (the "Department"), located at 100 Veterans Memorial Highway, P.O. Box 6100, Hauppauge,N.Y. 11788, and the Town of Southold, (the "Contractor"), a municipal corporation under the laws of the State of New York, located at 53095 Main Road,PO Box 1179, Southold,NY 11971. The Contractor has heretofore expressed its desire to undertake or assist in undertaking essential community development and housing assistance activities as set forth in the Housing and Community Development Act of 1974, as amended (hereinafter referred to as "the Act"), as set forth in Article I entitled "Description of Services and Budget," attached. i The County has received and accepted a grant from the U.S. Department of Housing and Urban Development (hereinafter referred to as "HUD") for the purposes of the Act pursuant to Suffolk County Resolution No.290-2021 and the parties desire to undertake various eligible activities under the Act;and the parties heretofore have entered into a cooperative Agreement for said purposes. Term of Agreement: Shall be from September 1,2020 through August 31,2022 and shall include two(2)one -year options to renew as provided in Paragraph 5 of Article 1, "Term; Options for Renewal,"unless sooner terminated as provided for herein. Total Cost of Agreement: Shall not exceed$160,000, as further set forth in this Agreement. Terms and Conditions: Shall be set forth in Articles I through VII and Exhibits I through 6 attached hereto and made a part hereof. In Witness Whereof,the parties hereto have executed this Contract as Adate written below Town of Southold COU TYFFOLK By: By: Scott A. Russell, Supervisor Lisa M.Black Fed.Tax ID#11-600 939 Chief Dep ty Cou t�Executive Date: l 3 o Z/ Date: 1-_L, `Z _ Scott A. Russell, hereby certifies under penalties of perjury that I am an officer of the Town of Southold,that Approved: I have read and I am familiar with §A5-8 of Article V of the Suffolk County Code, and that the Town of Southold Department of Economic Development&Planning meets all requirements to qualify for exemption thereunder. By: Date 9 �?.a Z Sarah Lansdale Scott A. Russell, Supervisor Pla nin Director Date: 5� Approved a Form: Dennis M. uffolk County Attorney BDate ll t Tracking#0068726 aAj Brittany Tole a o, Assistant County Attorney 1 i 'Rev. 09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant List of Articles Article I Description of Services 1. Conflicting Provisions 2. Additional Definitions 3. Project Descriptions 4. Budget 5. Term; Options for Renewal 6. Federal CFDA Sub recipient Requirements 7. Contract Agency Performance Measures and Reporting Requirements-Local Law 41-2013 8. Suffolk STAT Article II Definitions 1. Meanings of Terms 2. Elements of Interpretation Article III General Terms and Conditions 1. Contractor Responsibilities a. Duties and Obligations b. Qualifications,Licenses,and Professional Standards c. Notifications d. Documentation of Professional Standards e. Credentialing £ Engineering Certificate 2. Termination a. Thirty Days Termination b. Event of Default: Termination on Notice c. Termination Notice d. Duties upon Termination 3. Indemnification and Defense 4. Insurance 5. Independent Contractor 6. Severability 7. Merger;No Oral Changes 8. Set-Off Rights 9. Non-Discrimination in Services 10. Nonsectarian Declaration 11. Governing Law 12. No Waiver 13. Conflicts of interest 14. Cooperation on Claims 15. Confidentiality 16. Assignment and Subcontracting 17. Changes to Contractor 18.No Intended Third-Party Beneficiaries 19. Certification as to Relationships 20. Publications 21. Copyrights and Patents a. Copyrights 2 'Rev. 09/20/21; Law No. 22-ED-093 Town of Southold Community Development Block Grant b. Patents 22. Arrears to County 23. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction 24. Certification Regarding Lobbying 25. Record Retention 26. Contract Agency Performance Measures and Reporting Requirements-Local Law No. 41-2013 27. Notice 28. Federal Non-Discrimination in Services 29. Constitutional Prohibition 30. Obligations of Contractor With Respect to Certain Third-Party Relationships Article IV Suffolk County Legislative Requirements 1. Contractor'sNendor's Public Disclosure Statement 2. Living Wage Law 3. Use of County Resources to Interfere with Collective Bargaining Activities 4. Lawful Hiring of Employees Law 5. Gratuities 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 7. Child Sexual Abuse Reporting Policy 8. Non Responsible Bidder 9. Use of Funds in Prosecution of Civil Actions Prohibited 10. Youth Sports 11. Work Experience Participation 12. Safeguarding Personal Information of Minors 13. Contract Agency Performance Measures and Reporting Requirements 14. Suffolk County Local Laws Website Address 15. Suffolk County Code of Ethics Article V General Fiscal Terms and Conditions 1. General Payment Terms a. Presentation of Suffolk County Payment Voucher b. Voucher Documentation c. Payment by County d. Budget Modification e. Budget and/or Services Revisions f Taxes g. Final Voucher 2. Subject to Appropriation of Funds 3. Personnel Salaries,Pension and Employee Benefit Plans, Rules and Procedures 4. Accounting Procedures 5. Audit of Financial Statements 6. Financial Statements and Audit Requirements 7. Furniture,Fixtures, Equipment,Materials, Supplies a. Purchases, Rentals or Leases Requiring Prior Approval b. Purchase Practices/Proprietary Interest of County C. County's Right to Take Title and Possession d. Inventory Records, Controls and Reports ' e. Protection of Property in Contractor's Custody f Disposition of Property in Contractor's Custody 3 ' Rev. 0'/20/21; Law No. 22-ED-093 Town of Southold Community Development Block Grant 8. Lease or Rental Agreements 9. Statement of Other Contracts 10. Miscellaneous Fiscal Terms and Conditions a. Limit of County's Obligations b. Duplicate Payment from Other Sources c. Funding Identification d. Outside Funding for Non-County Funded Activities e. Potential Revenue f. Payments Contingent upon State/Federal Funding g. Denial of Aid h. Budget i. Payment of Claims j. Payments Limited to Actual Net Expenditures k. Travel,Conference, and Meeting Attendance: SOP A-07 Amendment 1 1. Salaries m. Salary Increases n. Contractor Vacancies o. No Limitation on Rights p. Comptroller's Rules and Regulations Article VI: Federal Requirements 1. Grant Administration 2. County-Contractor Relationship 3. National Objectives 4. Performance 5. Citizen Participation 6. Flood Disaster Protection 7. Equal Employment Opportunity and Affirmative Action 8. Compliance with Section 3 of the Housing and Urban Development Act 9. Minority Business and Women's Business Enterprise 10. Lead Based Paint Hazard 11. Fire Prevention and Control Act 12. Federal Labor Standards Provisions 13. Compliance with Air and Water Acts 14. Relocation Assistance and Acquisition of Real Property 15. Consolidated Plan 16. Displacement 17. Books and Records of Accounting 18. Program Income 19. Real Property 20. Reversion of Assets 21. Procurement of Equipment Services, Supplies and Materials 22. Use of Federal Funds for Lobbying 23. Political Activities 24. Funding Identification 25. Offset of Arrears or Default 26. Federal Uniform Administrative Standards 27. Force Majeure 4 ' Rev. 0120121; Law No.22-ED-093 Town of Southold Community Development Block Grant Article VII: Environmental Requirements Exhibits Exhibit 1 Suffolk County Payment Voucher Exhibit 2 County of Suffolk Consultant's Expense Summary Exhibit 3 County of Suffolk Consultant's Time Summary Exhibit 4 Code of Federal Regulations Exhibit 5 Sub recipient Contract Documentation Exhibit 6 Suffolk STAT KPIs/Performance Indicators,if applicable i i i i 5 ' Rev. 0/20121; Law No. 22-ED-093 Town of Southold Community Development Block Grant Article I Description of Services and Budget WHEREAS,the County has applied to HUD for Community Development Block Grant("CDBG") funds from the United States Government under Title I of the Housing and Community Development Act of 1974,as amended,Public Law 93-383; and WHEREAS, HUD has approved the County's application for CDBG funds; and WHEREAS,as part of its submission to HUD,the Department included the Contractor's proposal to utilize CDBG funds for the projects contemplated by this Agreement; and WHEREAS,the Services are provided pursuant to CDBG program,with a Catalog of Federal Assistance ("CFDA")Number of 14.218(hereinafter"the Grant"), information for which is set forth in Exhibit 5, entitled"Sub recipient Contract Documentation;"and WHEREAS, pursuant to Suffolk County Resolution 290-2021, the Suffolk County Legislature approved the allocation of a portion of the County's CDBG funds to the Contractor. NOW THEREFORE,the parties hereto agree as follows: 1. Conflicting Provisions In the event of any conflict between this Article I and any other provision to this Contract, such other provision shall prevail unless it is expressly stated that this Article I shall prevail. 2. Additional Definitions a. Action Plan-the one-year portion of the Consolidated Plan. b. Community Development Block Grant Program or CDBG Program - federal program created under the Housing and Community Development Act of 1974 and administered by HUD. The CDBG Program provides grant funds to local and state governments to be used to develop viable urban communities by providing decent housing with a suitable living environment and expanding economic opportunities to assist low-and moderate- income. c. Community Development Agency- an agency responsible for administering and distributing community development funds received annually from HUD, as well as funds from local and state government and other sources. The Department serves as a Community Development Agency for the purposes of administering and distributing CDBG funds pursuant to this Agreement. d. Consortium- geographically contiguous units of general local government consolidated to be in a single unit of general local government for certain HUD program purposes when certain HUD requirements are met. e. Consolidated Plan -the document prepared by the Department and submitted to HUD describing the housing needs of the low-and moderate-income residents, outlining strategies to meet the needs and listing all resources available to implement the strategies. f. Suffolk County Consortium — a consortium comprised of six Suffolk County towns and six Suffolk County villages, including the Towns of East Hampton, Riverhead, Shelter Island, Smithtown, Southampton, and Southold and the Villages of Greenport, Sag Harbor, Southampton, The Branch, Westhampton Beach, and Westhampton Dunes. 6 Rev.0'9/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant g. Suffolk Coun1y Cooperation Agreement - the legally binding cooperation agreement executed by all members of the Suffolk County consortium, which contains all of the requirements as set forth in law, regulations,and HUD memorandums for retaining designation as a Consortium. 3. Project Descriptions Pursuant to this Agreement,the Contractor shall utilize CDBG funds for the projects listed below. a. Sidewalk Improvements for Accessibility-Seniors—Project No. 101235-03L-20—Construction of sidewalks, curbing, aprons, curbcuts,bulkheads and crosswalks,to extend from the Human Resource Center/Senior Center to adjoin sidewalks on the North side of Sound Ave,to allow seniors safe walking access to the local shops. b. Community Action Southold Town (CASTJ— Project No. 105701-05-20 — CAST provides emergency food, school supplies, furniture and clothing for low-income families. c. Maureen's Haven —Project No. 105801-05-20 —Program provides shelter, meals, counseling and support to homeless towards a goal of self-sufficiency. 4. Budget The total cost of this Agreement shall not exceed $160,000. The individual CDBG projects contemplated by this Agreement are not to exceed the budgeted amounts set forth below. PROJECT PROJECT NUMBER BUDGET a. Sidewalk Improvements for Accessibility-Seniors 101235-03L-20 $ 150,000 b. Community Action Southold Town(CAST) 105701-05-20 $ 5,000 c. Maureen's Haven-Southold 105801-05-20 $ 5,000 Total CDBG Amount $160,000 5. Term; Options for Renewal Shall be as set forth on page 1 of this Agreement. The County shall have two (2) one-year options to renew this Agreement as follows: a. First Option to Renew Unless sooner terminated pursuant to the provisions herein, the first option to renew this Agreement for a one (1)year period shall automatically take effect on September 1, 2022 unless the County notifies the Contractor, in writing, by May 31, 2022, that the County is not exercising its option to renew. The County is under no obligation to renew this Agreement and may choose not to renew if, among other things, the Contractor is not in compliance with HUD rules regulations and memorandum, including, but not limited to, the timely expenditure requirements set forth in Article VI Paragraph 4 of this Agreement entitled"Performance." b. Second Option to Renew r Unless sooner terminated pursuant to the provisions herein, the second option to renew this Agreement for a one (1) year period shall automatically take effect on September 1, 2023 unless the County notifies the f Contractor, in writing, by May 31, 2023 that the County is not exercising its option to renew. The County is under no obligation to renew this Agreement and may choose not to renew if,among other things,the Contractor is not in compliance with HUD rules regulations and memorandum including but not limited to, the timely expenditure requirements set forth in Article VI Paragraph 4 of this Agreement entitled"Performance. 7 ' Rev. 0 /20/21; Law No. 22-ED-093 Town of Southold Community Development Block Grant c. Unexpended CDBG Funds If the County chooses not to exercise its option(s)to renew this Agreement,the Contractor shall not be entitled to the balance of any unexpended CDBG funds remaining as of the date the County notifies the Contractor of its determination not to exercise its option. Instead,the Department shall distribute such funds in its sole discretion,consistent with CDBG Program laws and regulations and state and local laws and regulations. 6. Federal CFDA Sub recipient Requirements a. The Contractor shall provide the Services in accordance with this Article I and the Grant Contract. b. For the purposes of this Contract, the Contractor is a "Sub recipient" as that term is defined in Section 200.93 of Title 2 of the Code of Federal Regulations("CFR"). All provisions applicable to Sub recipients in Part 200 of Title 2 of the CFR, entitled "Uniform Administrative Requirement's, Cost Principles, and Audit Requirements for Federal Awards" shall apply to the Contractor. C. To the extent that the this Contract is funded, in whole or part with Federal funds, or mandated by Federal laws, (i) the provisions of the Contract that conflict with Federal rules, Federal regulations or Federal program specific requirements shall not apply and (ii) the Contractor shall comply with all applicable Federal rules,regulations and program specific requirements,including,but not necessarily limited to,those provisions set forth in Part 200 of Title 2 of the Code of Federal Regulations, entitled "Uniform Administrative Requirement's, Cost Principles, and Audit Requirements for Federal Awards," as may be amended. d. Contractor shall provide all Services in a manner satisfactory to the Department and in compliance with applicable federal and state requirements, laws and regulations. e. The County shall regularly monitor the performance of Contractor against the goals and performance standards set forth herein and as may be set forth in the Grant. Such monitoring may consist, but not necessarily be limited to, Contractor site visits, Contractor conferences, and requests for reports and data. Contractor shall cooperate with the Department's monitoring to the fullest extent possible, including, but not limited to, permitting Department access to Contractor's site,data and providing requested reports in a timely manner. £ The provisions of this paragraph shall survive the termination or expiration of the Contract. Contractor shall include these provisions in any subcontract it enters, as shall have been approved by the County, for the Services. 7. Contract Agency Performance Measures and Reporting Requirements—Local Law 41-2013 a. If payment under this Contract may exceed$50,000, it is subject to the requirements of Suffolk County Local Law No. 41-2013, a Local Law to Implement Performance Measurements to Increase Accountability and Enhance Service Delivery by Contract Agencies(Article VIII of Chapter 189 of the Suffolk County Code)as set forth in Article IV of this Contract entitled"Suffolk County Legislative Requirements." b. The Contractor shall cooperate with the Department in all aspects necessary to carry out the requirements of Local Law 41-2013. 8. Suffolk STAT Beginning in the second month of the Contract term for contracts subject to Suffolk County Local Law No.41- 2013, the Contractor shall submit monthly actual performance data, also known as key performance indicators ("KPIs")for the prior month's data, and analysis of the Contract performance measures via the County's Suffolk 8 ' Rev. 019/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant STAT application by linking onto http://suffolkstat.suffolkcoun. ny.,gov no later than the 15'x'of each month of the Contract Term as more specifically set forth in Exhibit 6 to this Contract, if applicable. End of Article I 9 'Rev. 00120/21; Law No.22-ED-093 Town of Southold Community Development Block Grant Article II Definitions a. the Contractor's failure to perform any duty required of it under paragraphs 1(b)- 1. Meanings of Terms (e)of Article III of the Contract; or As used herein: b. the Contractor's failure to maintain the amount and types of insurance with an "Audit of Financial Statements"means the examination authorized insurer as required by the by the Comptroller and any Federal or State auditing Contract; or authority of the financial statements of the Contractor resulting in the publication of an independent opinion on C. the Contractor's failure to maintain whether or not those financial statements are relevant, insurance required by the Contract with accurate, complete, and fairly presented. an insurer that has designated the New York Superintendent of Insurance as its "Budget"means the Contractor's summary or plan of all lawful agent for service of process; or intended revenue, whether received in the form of fees, grants, County funding, or any other source, and d. the Contractor's failure to comply with expenditures necessary to render the Services. any Federal, State or local law, rule, or regulation, and County policies or "Budget Deficiency Plan"means an analysis of the cost directives; or of the Services,changes in fiscal conditions,and required modifications to the Contract to continue to render the C. the Contractor's bankruptcy or Services. insolvency; or "Comptroller" means the Comptroller of the County of f. the Contractor's failure to cooperate in an Suffolk. Audit of Financial Statements; or "Contract" means all terms and conditions of this g. the Contractor's falsification of records Contract forming all rights and obligations of the or reports, misuse of funds, or Contractor and the County. malfeasance or nonfeasance in financial record keeping arising out of, or in "Contractor" means the signatory corporation, its connection with, any contract with the officers, officials, employees, agents, servants, sub- County; or contractors, volunteers, and any successor or assign of any one or more of the foregoing performing the Services. h. the Contractor's failure to submit, or failure to timely submit, documentation "County"means the County of Suffolk, its departments, to obtain Federal or State funds; or and agencies. i. the inability of the County or the "County Attorney" means the County Attorney of the Contractor to obtain Federal or State County of Suffolk. funds due to any act or omission of the Contractor; or "Department" means the signatory department approving the Contract. j. any condition that the County determines, in its sole discretion, is "Engineering Services" means the definition of the dangerous. practice of engineering and the definition of practice of land surveying, as the case may be, under Section 7201 k. the failure to comply with Local Law 41- and Section 7203 of the State Education Law, 2013 and related contractual respectively. requirements. "Federal" means the United States government, its "Event of Default"means departments,and agencies. 10 ' Rev. 0/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant words importing the singular number shall mean and "Fringe Benefits" means non-wage benefits which include the plural number and vice versa. Words accompany, or are in addition to, a person's salary, such importing persons shall include firms, associations, as paid insurance, sick leave, profit-sharing plans, paid partnerships (including limited partnerships), trusts, holidays, and vacations. corporations, and other legal entities, including public bodies, as well as natural persons, and shall include "Fund Source"means any direct or indirect sum payable successors and assigns. to the Contractor by the County pursuant to any lawful obligation. Capitalized terms used,but not otherwise defined,herein, shall have the meanings assigned to them in the Contract. "Legislature" means the Legislature of the County of Suffolk. End of Text for Article H "Management Letter"means a letter certified as true by the Contractor's certified public accountant or chief financial officer of findings and recommendations for improvements in internal fiscal control that were identified during an Audit of Financial Statements, but which were not required to be included in an audit report. "Municipal Corporation" means a town, village, or school district. "Services" means all that which the Contractor must do, and any part thereof arising out of, or in connection with, the Contract as described in Article I "Description of Services." "State"means the State of New York. "Statement of Other Contracts" means a complete list of all other contracts under which money has been or will be paid to the Contractor from the County, Federal, or Stategovernments, 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. 7 "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 11 Rev.0 /20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant Article III longer licensed to perform the Services, General Terms and Conditions the Contractor must immediately notify the County, but in no event shall such 1. Contractor Responsibilities notification be later than five (5) days after a license holder has lost the license a. Duties and Obligations required to qualify the license holder or the Contractor to perform the Services. i.) It shall be the duty of the Contractor to discharge, or cause to be iii.) In the event that the Contractor is discharged, all of its responsibilities; and not able to perform the Services due to a to administer funds received in the loss of license,the Contractor shall not be interest of the County in accordance with reimbursed for the Services rendered the provisions of the Contract. after the effective date of termination of such license. Without limiting the ii.) The Contractor shall promptly generality of the foregoing, if any part of take all action as may be necessary to the Contract remains to be performed, render the Services. and the termination of the license does not affect the Contractor's ability to iii.) The Contractor shall not take any render the Services,every other term and action that is inconsistent with the provision of the Contract shall be valid provisions of the Contract. and enforceable to the fullest extent permitted by law. iv.) Services provided under this Contract shall be open to all residents of d. Documentation of Professional the County. Standards b. Qualifications, Licenses, and The Contractor shall maintain on file, in one Professional Standards location in Suffolk County, all records that demonstrate that it has complied with sub- The Contractor represents and warrants that it paragraphs(b)and(c) above. The address of the has, and shall continuously possess, during the location of the aforesaid records and documents Term, the required licensing, education, shall be provided to the County no later than the knowledge, experience, and character necessary date of execution of the Contract. Such to qualify it to render the Services. documentation shall be kept, maintained, and available for inspection by the County upon The Contractor shall continuously have during twenty-four(24)hours notice. the Term all required authorizations, certificates, certifications,registrations,licenses,permits,and e. Credentialing other approvals required by Federal, State, County, or local authorities necessary to qualify i.) In the event that the Department, it to render the Services. or any division thereof, maintains a credentialing process to qualify the C. Notifications Contractor to render the Services, the Contractor shall complete the required i.) The Contractor shall credentialing process. In the event that immediately notify the County, in any State credential, registration, writing, of any disciplinary proceedings, certification or license, Drug commenced or pending, with any Enforcement Agency registration, or authority relating to a license held by any Medicare or Medicaid certification is person necessary to qualify him, her, or restricted, suspended, or temporarily or the Contractor to perform the Services. permanently revoked,it is the duty of the Contractor to contact the Department, or ii.) In the event that a person is no division thereof, as the case may be, in 12 ' Rev. 09/20/21; Law No. 22-ED-093 Town of Southold Community Development Block Grant writing, no later than three (3) days after C. Termination Notice such restriction, suspension, or revocation. Any notice providing for termination shall be delivered as provided for in paragraph 27 of this ii.) The Contractor shall forward to Article III. the Department, or division thereof, as the case may be, on or before July 1 of d. Duties upon Termination each year during the Term, a complete list of the names and addresses of all i.) The Contractor shall discontinue persons providing the Services,as well as the Services as directed in the their respective areas of certification, termination notice. credentialing, registration,and licensing. ii.) Subject to any defenses available f. Engineering Certificate to it,the County shall pay the Contractor for the Services rendered through the In the event that the Contract requires any date of termination. Engineering Services,the Contractor shall submit to the County, no later than the due date for iii.) The County is released from any submission for approval of any engineering work and all liability under the Contract, product, the Certificate of Authorization effective as of the date of the termination ("Certificate"), issued pursuant to § 7210 of the notice. New York Education Law, of every person performing any Engineering Services. The iv.) Upon termination, the failure to file, submit, or maintain the Certificate Contractor shall reimburse the County shall be grounds for rejection of any engineering the balance of any funds advanced to the work product submitted for approval. Contractor by the County no later than thirty (30) days after termination of the 2. Termination Contract. The provisions of this subparagraph shall survive the expiration a. Thirty Days Termination or termination of the Contract. The County shall have the right to terminate the v.) Nothing contained in this Contract without cause, for any reason, at any paragraph shall be construed as a time, upon such terns and conditions it deems limitation on the County's rights set forth appropriate, provided, however, that no such in paragraphs 1(c) (iii) and 8 of this termination shall be effective unless the Article III. Contractor is given at least thirty(3 0)days notice. 3. Indemnification and Defense b. Event of Default; Termination on Notice a. The Contractor shall protect, indemnify, and hold harmless the County, its agents, i.) The County may immediately servants, officials, and employees from and terminate the Contract, for cause, upon against all liabilities, fines, penalties, actions, such terms and conditions it deems damages, claims, demands, judgments, losses, appropriate, in the Event of Default. suits or actions,costs,and expenses caused by the negligence or any acts or omissions of the ii.) If the Contractor defaults under Contractor, including reimbursement of the cost any other provision of the Contract, the of reasonable attorneys' fees incurred by the County may terminate the Contract,.on County, its agents, servants, officials, and not less than five (5) days notice, upon employees in any action or proceeding arising out such terms and conditions it deems of, or in connection with,the Contract. appropriate. b. The Contractor hereby represents and 13 ' Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant warrants that it will not infringe upon any damage per occurrence.The County shall copyright in performing the Services. The be named an additional insured. Contractor agrees that it shall protect, indemnify, and hold harmless the County, its agents, iii.) Workers' Compensation and servants, officials, and employees from and Employer's Liability insurance in against all liabilities, fines, penalties, actions, compliance with all applicable New damages, claims, demands, judgments, losses, York State laws and regulations and suits or actions,costs,and expenses arising out of Disability Benefits insurance, if required any claim asserted for infringement of copyright, by law. The Contractor shall furnish to including reimbursement of the cost of the County, prior to its execution of the reasonable attorneys'fees incurred by the County, Contract, the documentation required by its agents, servants, officials, and employees in the State of New York Workers' any action or proceeding arising out of or in Compensation Board of coverage or connection with any claim asserted for exemption from coverage pursuant to infringement of copyright. §§57 and 220 of the Workers' Compensation Law. In accordance with C. The Contractor shall defend the County, General Municipal Law §108, the its agents, servants, officials, and employees in Contract shall be void and of no effect any proceeding or action, including appeals, unless the Contractor shall provide and arising out of,or in connection with,the Contract, maintain coverage during the Term for and any copyright infringement proceeding or the benefit of such employees as are action. Alternatively, at the County's option, the required to be covered by the provisions County may defend any such proceeding or of the Workers' Compensation Law. action and require the Contractor to pay reasonable attorneys' fees or salary costs of iv.) Professional Liability insurance County employees of the Department of Law for in an amount not less than Two Million the defense of any such suit. Dollars ($2,000,000.00) on either a per- occurrence or claims-made coverage 4. Insurance basis. a. The Contractor shall continuously b. The County may mandate an increase in maintain, during the Term of the Contract, the liability limits set forth in the immediately insurance in amounts and types as follows: preceding paragraphs(4)(a)(i), (ii), and(iv). i.) Commercial General Liability C. All policies providing such coverage insurance, including contractual liability shall be issued by insurance companies coverage,in an amount not less than Two authorized to do business in New York with an Million Dollars ($2,000,000.00) per A.M.Best rating of A-or better. occurrence for bodily injury and Two Million Dollars ($2,000,000.00) per d. The Contractor shall furnish to the occurrence for property damage. The County, prior to the execution of the Contract, County shall be named an additional declaration pages for each policy of insurance, insured. other than a policy for commercial general liability insurance, and upon demand, a true and ii.) Automobile Liability insurance certified original copy of each such policy (if any non-owned or owned vehicles are evidencing compliance with the aforesaid used by the Contractor in the insurance requirements. performance of the Contract) in an amount not less than Five Hundred e. In the case of commercial general Thousand Dollars ($500,000.00) per liability insurance,the Contractor shall furnish to person, per accident, for bodily injury the County,prior to the execution of the Contract, and not less than One Hundred Thousand a declaration page or insuring agreement and Dollars ($100,000.00) for property endorsement page evidencing the County's status 14 Rev.09/20121; Law No.22-ED-093 Town of Southold Community Development Block Grant as an additional insured on said policy, and upon 7. Merger; No Oral Changes demand, a true and certified original copy of such policy evidencing compliance with the aforesaid It is expressly agreed that the Contract represents insurance requirements. the entire agreement of the parties and that all previous understandings are herein merged in the f. All evidence of insurance shall provide Contract. No modification of the Contract shall for the County to be notified in writing thirty(3 0) be valid unless in written form and executed by days prior to any cancellation, nonrenewal, or both parties. material change in the policy to which such evidence relates. It shall be the duty of the 8. Set-Off Rights Contractor to notify the County immediately of any cancellation,nonrenewal,or material change The County shall have all of its common law, in any insurance policy. equitable, and statutory rights of set-off. These rights shall include, but not be limited to, the g. In the event the Contractor shall fail to County's option to withhold from a Fund Source provide evidence of insurance, the County may an amount no greater than any sum due and owing provide the insurance required in such manner as to the County for any reason. The County shall the County deems appropriate and deduct the cost exercise its set-off rights subject to approval by thereof from a Fund Source. the County Attorney. In cases of set-off pursuant to a Comptroller's audit, the County shall only h. If the Contractor is a Municipal exercise such right after the finalization thereof, Corporation and has a self-insurance program and only after consultation with the County under which it acts as a self-insurer for any of Attorney. such required coverage, the Contractor shall provide proof, acceptable to the County, of self- 9. Non-Discrimination in Services funded coverage. a. The Contractor shall not, on the grounds 5. Independent Contractor of race, creed, color, national origin, sex, age, disability, sexual orientation, military status, or The Contractor is not, and shall never be, marital status considered an employee of the County for any purpose. Notwithstanding anything contained in i.) deny any individual the Services this Contract,the Contract shall not be construed provided pursuant to the as creating a principal-agent relationship between Contract; or the County and the Contractor or the Contractor ii.) provide the Services to an and the County,as the case may be. individual that is different, or provided in a different manner, from those provided to others pursuant to the Contract; or 6. Severability iii.) subject an individual to segregation or separate treatment It is expressly agreed that if any term or provision in any matter related to the of this Contract, or the application thereof to any individual's receipt of the person or circumstance, shall be held invalid or Services provided pursuant to unenforceable to any extent,the remainder of the the Contract; or Contract, or the application of such term or iv.) restrict an individual in any way provision to persons or circumstances other than from any advantage or privilege those as to which it is held invalid or enjoyed by others receiving the unenforceable, shall not be affected thereby, and Services provided pursuant to every other term and provision of the Contract the Contract; or shall be valid and shall be enforced to the fullest treat an individual differently extent permitted by law. from others in determining whether or not the individual 15 'Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant satisfies any eligibility or other provision of the Contract in any particular requirements or conditions instance or instances is a waiver of that provision. which individuals must meet in Such provision shall otherwise remain in full order to receive the Services force and effect,notwithstanding any such failure provided pursuant to the or forbearance. Contract. b. The Contractor shall not utilize criteria or 13. Conflicts of Interest methods of administration which have the effect of subjecting individuals to discrimination The Contractor shall not,during the Term,pursue because of their race,creed,color,national origin, a course of conduct which would cause a sex, age, disability, sexual orientation, military reasonable person to believe that he or she is status, or marital status, or have the effect of likely to be engaged in acts that create a substantially impairing the Contract with respect substantial conflict between its obligations under to individuals of a particular race, creed, color, the Contract and its private interests. The national origin, sex, age, disability, sexual Contractor is charged with the duty to disclose to orientation, military status, or marital status, in the County the existence of any such adverse determining: interests,whether existing or potential. This duty shall continue as long as the Term. The i.) the Services to be provided; or determination as to whether or when a conflict may potentially exist shall ultimately be made by ii.) the class of individuals to whom, the County Attorney after full disclosure is or the situations in which, the obtained. Services will be provided; or 14. Cooperation on Claims iii.) the class of individuals to be afforded an opportunity to The Contractor and the County shall render receive the Services. diligently to each other, without compensation, any and all cooperation that may be required to 10. Nonsectarian Declaration defend the other party, its employees and designated representatives, against any claim, The Services performed under the Contract are demand or action that may be brought against the secular in nature. No funds received pursuant to other party, its employees or designated the Contract shall be used for sectarian purposes representatives arising out of, or in connection or to further the advancement of any religion. with,the Contract. The Services will be available to all eligible individuals regardless of religious belief or 15. Confidentiality affiliation. Any document of the County, or any document 11. Governing Law created by the Contractor and used in rendering the Services, shall remain the property of the The Contract shall be governed by,and construed County and shall be kept confidential in in accordance with,the laws of the State of New accordance with applicable laws, rules, and York, without regard to conflict of laws. Venue regulations. shall be designated in the Supreme Court, Suffolk County, the United States District Court for the Eastern District of New York, or, if appropriate, 16. Assignment and Subcontracting a court of inferior jurisdiction in Suffolk County. a. The Contractor shall not delegate its 12. No Waiver duties under the Contract, or assign, transfer, convey, subcontract, sublet, or otherwise dispose It shall not be construed that any failure or of the Contract, or any of its right,title or interest forbearance of the County to enforce any therein, or its power to execute the Contract, or 16 Rev. 01120/21; Law No.22-ED-093 Town of Southold Community Development Block Grant assign all or any portion of the moneys that may be due or become due hereunder, (collectively 2. the sale or other transfer referred to in this paragraph 16 as"Assignment"), of twenty percent(20%) to any other person, entity or thing without the or more of the shares of prior written consent of the County, and any the Contractor (other attempt to do any of the foregoing without such than to existing consent shall be void ab initio. shareholders, the corporation itself or the b. Such Assignment shall be subject to all immediate family of the provisions of the Contract and to any other members of condition the County requires. No approval of shareholders by reason any Assignment shall be construed as enlarging of gift,sale or devise). any obligation of the County under the terms and provisions of the Contract. No Assignment of the b. If the Contractor is a not-for-profit Contract or assumption by any person of any duty corporation, a change of twenty percent(20%)or of the Contractor under the Contract shall provide more of its shares or members shall be deemed a for, or otherwise be construed as, releasing the Permitted Transfer. Contractor from any term or provision of the Contract. C. The Contractor shall notify the County in writing, which notice (the "Transfer Notice") shall include: 17. Changes to Contractor i.) the proposed effective date of the a. The Contractor may, from time to time, Permitted Transfer, which shall only with the County's written consent,enter into not be less than thirty (30) days a Permitted Transfer. For purposes of the nor more than one hundred Contract,a Permitted Transfer means: eighty (180) days after the date of delivery of the Transfer i.) if the Contractor is a partnership, Notice; the withdrawal or change, whether voluntary, involuntary ii.) a summary of the material terms or by operation of law, of the of the proposed Permitted partners, or transfer of Transfer; partnership interests (other than the purchase of partnership iii.) the name and address of the interests by existing partners, by proposed transferee; the partnership itself or the immediate family members by iv.) such information reasonably reason of gift, sale or devise), or required by the County, which the dissolution of the partnership will enable the County to 3 without immediate determine the financial reconstitution thereof,and responsibility, character, and reputation of the proposed ii.) if the Contractor is a closely held transferee, nature of the corporation (i.e. whose stock is proposed assignee/transferee's not publicly held and not traded business and experience; through an exchange or over the counter): v.) all executed forms required pursuant to Article IV of the 1. the dissolution, merger, Contract, that are required to be consolidation or other submitted by the Contractor;and reorganization of the Contractor; and vi.) such other information as the 17 f i Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant County may reasonably require. County. The foregoing certification shall not apply to a contractor that is a municipal d. The County agrees that any request for its corporation or a government entity. consent to a Permitted Transfer shall be granted, provided that the transfer does not violate any 20. Publications provision of the Contract, and the transferee has not been convicted of a criminal offense as Any book, article, report, or other publication described under Article II of Chapter 189 of the related to the Services provided pursuant to this Suffolk County Code. The County shall grant or Contract shall contain the following statement in deny its consent to any request of a Permitted clear and legible print: Transfer within twenty(20)days after delivery to the County of the Transfer Notice, in accordance "This publication is fully or partially funded with the provisions of Paragraph 27 of Article III by the County of Suffolk." of the Contract. If the County shall not give written notice to the Contractor denying its 21. Copyrights and Patents consent to such Permitted Transfer (and setting forth the basis for such denial in reasonable a. Copyrights detail) within such twenty (20)-day period, then the County shall be deemed to have granted its Any and all materials generated by or on behalf consent to such Permitted Transfer. of the Contractor while performing the Services (including, without limitation, designs, images, e. Notwithstanding the County's consent, video, reports, analyses, manuals, films, tests, tutorials,and any other work product of any kind) i.) the terms and conditions of the and all intellectual property rights relating thereto Contract shall in no way be ("Work Product") are and shall be the sole deemed to have been waived or property of the County. The Contractor hereby modified; and assigns to the County its entire right, title and interest,if any,to all Work Product,and agrees to ii.) such consent shall not be deemed do all acts and execute all documents, and to use consent to any further transfers. its best efforts to ensure that its employees, consultants, subcontractors, vendors and agents 18. No Intended Third Party Beneficiaries do all acts and execute any documents,necessary to vest ownership in the County of any and all The Contract is entered into solely for the benefit Work Product. The Contractor may not secure of the County and the Contractor. No third party copyright protection. The County reserves to shall be deemed a beneficiary of the Contract and itself, and the Contractor hereby gives to the no third party shall have the right to make any County,and to any other person designated by the claim or assert any right under the Contract. County, consent to produce, reproduce, publish, translate, display or otherwise use the Work 19. Certification as to Relationships Product. This paragraph shall survive any completion, expiration or termination of this The Contractor certifies under penalties of Contract. perjury that, other than through the funds provided in the Contract and other valid The County shall be deemed to be the author of agreements with the County, there is no known all the Work Product. The Contractor spouse, life partner, business, commercial, acknowledges that all Work Product shall economic, or financial relationship with the constitute "work made for hire" under the U.S. County or its elected officials. The Contractor copyright laws. To the extent that any Work also certifies that there is no relationship within Product does not constitute a "work made for the third degree of consanguinity, between the hire,"the Contractor hereby assigns to the County Contractor, any of its partners, members, all right,title and interest,including the right,title directors, or shareholders owning five (5%) and interest to reproduce, edit, adapt, modify or percent or more of the Contractor, and the otherwise use the Work Product, that the 18 Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant Contractor may have or may hereafter acquire in Requirements,"the Contractor shall maintain the the Work Product, including all intellectual documentation mandated to be kept by this law property rights therein, in any manner or medium on the construction site at all times. Employee throughout the world in perpetuity without sign-in sheets and register/log books shall be kept compensation. This includes, but is not limited on the construction site at all times and all to,the right to reproduce and distribute the Work covered employees,as defined in the law,shall be Product in electronic or optical media, or in CD- required to sign such sign-in sheets/register/log ROM, on-line or similar format. books to indicate their presence on the construction site during such working hours. b. Patents 24. Certification Regarding Lobbying If the Contractor develops, invents, designs or creates any idea, concept, code, processes or Together with this Contract and as a condition other work or materials during the Term, or as a precedent to its execution by the County, the result of any Services performed under the Contractor shall have executed and delivered to Contract ("patent eligible subject matter"), it the County the Certification Regarding Lobbying shall be the sole property of the County. The (if payment under this Contract may exceed Contractor hereby assigns to the County its entire $100,000)as required by Federal regulations,and right,title and interest,if any,to all patent eligible shall promptly advise the County of any material subject matter, and agrees to do all acts and change in any of the information reported on such execute all documents, and to use its best efforts Certification, and shall otherwise comply with, to ensure that its employees, consultants, and shall assist the County in complying with, subcontractors,vendors and agents do all acts and said regulations as now in effect or as amended execute any documents, necessary to vest during the term of this Contract. ownership in the County of any and all patent eligible subject matter. The Contractor may not 25. Record Retention apply for or secure for itself patent protection. The County reserves to itself, and the Contractor The Contractor shall retain all accounts, books, hereby gives to the County, and to any other records, and other documents relevant to the person designated by the County, consent to Contract for seven(7)years after final payment is produce or otherwise use any item so discovered made by the County. Federal, State, and/or and/or the right to secure a patent for the County auditors and any persons duly authorized discovery or invention. This paragraph shall by the County shall have full access and the right survive any completion,expiration or termination to examine any of said materials during said of this Contract. period. Such access is granted notwithstanding any exemption from disclosure that may be 22. Arrears to County claimed for those records which are subject to nondisclosure agreements, trade secrets and Contractor warrants that, except as may commercial information or financial information otherwise be authorized by agreement, it is not in that is privileged or confidential Without limiting arrears to the County upon any debt, contract, or the generality of the foregoing, records directly any other lawful obligation, and is not in default related to contract expenditures shall be kept for to the County as surety. a period of ten (10) years because the statute of limitations for the New York False Claims Act 23. Lawful Hiring of Employees Law in (New York False Claims Act § 192) is ten (10) Connection with Contracts for Construction years. or Future Construction 26. Contract Agency Performance Measures and In the event that the Contract is subject to the Reporting Requirements—Local Law No. 41- Lawful Hiring of Employees Law of the County 2013 of Suffolk, Suffolk County Code Article I1 of Chapter 353, as more fully set forth in the Article a. If payment under this Contract may exceed entitled "Suffolk County Legislative 19 Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant $50,000, it is subject to the requirements of Suffolk County Local Law No. 41-2013, a Local This Agreement is subject to the requirements of Title Law to Implement Performance Measurement to VI of the Civil Rights Act of 1964(P.L. 88-352)and Increase Accountability and Enhance Service HUD regulations with respect thereto including the Delivery by Contract Agencies (Article VIII of regulations under 24 CFR Part I. No person in the United States shall, on the grounds of race, color, Chapter 189 of the Suffolk County Code) as set religion, sex,sexual orientation,age, creed, ancestry, forth in Article IV entitled "Suffolk County disability or other handicap or marital/familial status, Legislative Requirements." military status or national origin, be excluded from participation in,be denied the benefits of, or be subjected to discrimination under any program or b. The Contractor shall cooperate with the activity receiving Federal financial assistance. j Department in all aspects necessary to help carry out the requirements of the Law.Based on criteria This Agreement is also subject to the requirements of established by the Contractor in conjunction with Title VIII of the Civil Rights Act of 1968,known as the "Fair Housing Act",which provides that it is the policy the Department, the Contractor shall submit of the United States to provide,within constitutional monthly reports regarding the Contractor's limitations, fair housing throughout the United States, performance relative to the established criteria, and prohibits any person from discriminating in the sale on dates and times as specified by the or rental of housing,the financing of housing, or the Department, as more fully set forth in Article I provision of brokerage services, including in any way and Article IV of this Contract. making unavailable or denying a dwelling to any person, because of race,color,religion,sex, sexual orientation, age, creed, ancestry, disability or other handicap or c. The Contractor shall submit an annual report to marital/familial status,military status or national origin. the Department regarding the Contractor's The Contractor is required to administer all programs and activities related to housing and community performance no later than July 31 of each year of development in a manner to affirmatively further fair the Term. All performance data and reports will housing. be subject to audit by the Comptroller. In addition,the Contractor must make Community Development funds available in accordance with the Fair 27. Notice Housing Act,Executive Order 11063,as amended by Executive Order 12259 (Equal Opportunity in Housing), Unless otherwise expressly provided, all notices Title VI of the Civil Rights Act of 1964,the Age shall be in writing and shall be deemed Discrimination Act of 1975,the Americans With sufficiently given if sent by regular first class Disabilities Act of 1990, Section 504 of the mail and certified mail, or personally delivered Rehabilitation Act of 1973,and the requirements of during business hours as follows: 1.) to the Executive Order 11246 (Equal Employment Contractor at the address on page 1 of the Opportunity),as amended by Executive Orders 11375 Contract and 2.)to the County at the Department, and 12086. or as to either of the foregoing, to such other address as the addressee shall have indicated by 29. Constitutional Prohibition prior written notice to the addressor. All notices In accordance with First Amendment Church and State received by the Contractor relating to a legal Principles,the Contractor shall comply with 24 CFR claim shall be immediately sent to the 570.2000)of the federal regulations regarding the use of Department and also to the County Attorney at H. Community Development funds by religious Lee Dennison Building, 100 Veterans Memorial organizations and CPD Notice 04-10. Highway, P.O. Box 6100, (Sixth Floor), Hauppauge,New York, 11788-0099. 30. Obligations of Contractor With Respect to Certain Third-Party Relationships 28. Federal Non-Discrimination In Services The Contractor shall remain fully obligated under the 20 Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant provisions of this Contract,notwithstanding its designation of any third party or parties for the 6) 42 U.S.C. 3535(d)4821 and 4851 of the Lead- undertaking of all or any part of the program for which Base Paint Poisoning Prevention Act. assistance is being provided under this Contract to the Contractor. The Contractor shall comply with all lawful 7) 24 CFR Part 24 prohibiting the use of debarred, requirements applicable to the County as the applicant suspended or ineligible subcontractors or subrecipients. under the National Affordable Housing Act of 1990,as amended. 8) 24 CFR Part 570.611 regulations prohibiting persons receiving benefits who have a conflict of Any contract between the Contractor and a third-party interest. subrecipient shall be in compliance with all applicable Federal, state, and local laws,rules and regulations and 9) 24 CFR Part 570.2000)which prescribes the use shall include the following provisions in a written of NSP funds by religious organizations. agreement: a) A description of each task to be undertaken by f) Indication that the Contract may be terminated the subrecipient,a schedule for completing each task and for default, inability, or failure to perform. a budget for each task. g) Requirement that any NSP funds on hand or b) Specification of records,reports and data to be accounts receivable at the time of termination shall be maintained or submitted. returned to the Contractor. C) A statement that all repayments are to be h) Provision to ensure that: returned to the Contractor. 1) No Federal appropriated funds have been paid or d) Requirement of compliance with applicable will be paid,by or on behalf of the subrecipient,to any OMB Circulars. person for influencing or attempting to influence an officer or employee of any agency, a Member of e) Compliance with the following Federal law and Congress, an officer or employee of Congress, or an regulations: employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any 1) Public Law 88-352 the Civil Rights Act of 1964 Federal grant,the making of any Federal loan,the and Public Law 90-284 known as the Fair Housing Act. entering into of any cooperative Contract,and the extension, continuation,renewal, amendment, or 2) Section 109 of the Act requiring that no person modification of any Federal contract,grant, loan, or be excluded from participation or denied benefits, or be cooperative Contract. subjected to discrimination on the grounds of race, color, national origin, sex, creed, ancestry,disability or other 2) If any funds other than Federal appropriated handicap or marital/familiar status. funds have been paid or will be paid to any person for influencing or attempting to influence an officer or 3) Section 110 of the Act regarding employee of any agency, a Member of Congress, an labor standards for Contractor or subcontractors officer or employee of Congress, or an employee of a performing construction work. Member of Congress in connection with this Federal contract, grant, loan, or cooperative Contract,the 4) Section 202(x)of the Flood Disaster Protection subrecipient shall complete and submit Standard Form- Act of 1973. LLL, 'Disclosure Form to Report Lobbying", in accordance with its instructions. 5) Executive Order 11246 which prohibits discrimination in employment and Section 3 of the Housing and Urban Development Act of 1968 regarding the provision of employment to low income End of Text for Article III persons residing within the boundaries of the Consortium. 21 Rev. 00/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant Article IV recipients of County financial assistance, (as Suffolk County Legislative Requirements defined) shall provide payment of a minimum wage to employees as set forth in the Living NOTE: THE CONTRACTOR'S COMPLETED Wage Law. Such rate shall be adjusted annually LEGISLATIVE REQUIREMENTS FORMS pursuant to the terms of the Suffolk County REFERENCED HEREIN ARE AVAILABLE ON Living Wage Law of the County of Suffolk. FILE AT THE DEPARTMENT NAMED ON THE Under the provisions of the Living Wage Law, SIGNATURE PAGE OF THIS CONTRACT. the County shall have the authority, under appropriate circumstances, to terminate the 1. Contractor's/Vendor's Public Disclosure Contract and to seek other remedies as set forth Statement therein,for violations of this Law. It shall be the duty of the Contractor to read, Required Forms: become familiar with, and comply with the requirements of section A5-8 of Article V of the Suffolk County Living Wage Form DOL-1/38 Suffolk County Code. (Revised 8/2017); entitled "Suffolk County Department of Labor, Licensing & Consumer Unless certified by an officer of the Contractor as Affairs Notice of Application for County being exempt from the requirements of section Compensation" A5-8 of Article V of the Suffolk County Code, the Contractor represents and warrants that it has Living Wage Certification/Declaration— Subject filed with the Comptroller the verified public to Audit." disclosure statement required by Suffolk County Administrative Code Article V, section A5-8 and shall file an update of such statement with the 3. Use of County Resources to Interfere with Comptroller on or before the 31 st day of January Collective Bargaining Activities in each year of the Contract's duration. The Contractor acknowledges that such filing is a It shall be the duty of the Contractor to read, material, contractual and statutory duty and that become familiar with, and comply with the the failure to file such statement shall constitute a requirements of Article I of Chapter 803 of the material breach of the Contract, for which the Suffolk County Code. County shall be entitled, upon a determination that such breach has occurred, to damages, in County Contractors(as defined by section 803-2) addition to all other legal remedies, of fifteen shall comply with all requirements of Chapter percent(15%)of the amount of the Contract. 803 of the Suffolk County Code, including the following prohibitions: Required Form: a. The Contractor shall not use County Suffolk County Form SCEX 22; entitled funds to assist, promote, or deter union Contractor s/Vendor s Public Disclosure Statement" organizing. 2. Living Wage Law b. No County funds shall be used to reimburse the Contractor for any costs It shall be the duty of the Contractor to read, incurred to assist,promote,or deter union become familiar with, and comply with the organizing. requirements of Chapter 575, of the Suffolk C. No employer shall use County property County Code. to hold a meeting with employees or This Contract is subject to the Living Wage Law supervisors if the purpose of such of the County of Suffolk. The law requires that, meeting is to assist, promote, or deter unless specific exemptions apply, all employers union organizing. (as defined) under service contracts and If the Services are performed on County property, 22 i Rev. 09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant the Contractor must adopt a reasonable.access agreement, lease or other financial compensation agreement, a neutrality agreement, fair agreement with the County; and shall be made communication agreement, non-intimidation available to the public upon request. agreement, and a majority authorization card agreement. All contractors and subcontractors(as defined)of covered employers,and the owners thereof,as the If the Services are for the provision of human case may be,that are assigned to perform work in services and are not to be performed on County connection with a County contract, subcontract, property, the Contractor must adopt, at the least, license agreement, lease or other financial a neutrality agreement. compensation agreement issued by the County or awarding agency, where such compensation is Under the provisions of Chapter 803,the County one hundred percent (100%) funded by the shall have the authority, under appropriate County, shall submit to the covered employer a circumstances, to terminate the Contract and to completed sworn affidavit (under penalty of seek other remedies as set forth therein, for perjury),the form of which is attached,certifying violations of this Law. that they have complied, in good faith, with the j requirements of Title 8 of the United States Code Required Form: Section 1324a with respect to the hiring of Suffolk County Labor Law Form DOL-LO1; covered employees and with respect to the alien entitled "Suffolk County Department of Labor— and nationality status of the owners thereof,as the Labor Mediation Unit Union Organizing case may be. The affidavit shall be executed by Certification/Declaration- Subject to Audit." an authorized representative of the contractor, j subcontractor,or owner,as the case may be;shall 4. Lawful Hiring of Employees Law be part of any executed contract, subcontract, license agreement, lease or other financial It shall be the duty of the Contractor to read, compensation agreement between the covered become familiar with, and comply with the employer and the County; and shall be made requirements of Article II of Chapter 353 of the available to the public upon request. Suffolk County Code. An updated affidavit shall be submitted by each This Contract is subject to the Lawful Hiring of such employer, owner, contractor and Employees Law of the County of Suffolk. It subcontractor no later than January 1 of each year provides that all covered employers, (as defined), for the duration of any contract and upon the and the owners thereof, as the case may be, that renewal or amendment of the Contract, and are recipients of compensation from the County whenever a new contractor or subcontractor is through any grant, loan, subsidy, funding, hired under the terms of the Contract. appropriation, payment, tax incentive, contract, subcontract, license agreement, lease or other The Contractor acknowledges that such filings financial compensation agreement issued by the are a material, contractual and statutory duty and County or an awarding agency, where such that the failure to file any such statement shall compensation is one hundred percent (100%) constitute a material breach of the Contract. funded by the County, shall submit a completed sworn affidavit (under penalty of perjury), the Under the provisions of the Lawful Hiring of form of which is attached, certifying that they Employees Law, the County shall have the have complied, in good faith, with the authority to terminate the Contract for violations requirements of Title 8 of the United States Code of this Law and to seek other remedies available Section 1324a with respect to the hiring of under the law. covered employees (as defined) and with respect to the alien and nationality status of the owners The documentation mandated to be kept by this thereof. The affidavit shall be executed by an law shall at all times be kept on site. Employee authorized representative of the covered sign-in sheets and register/log books shall be kept employer or owner, as the case may be; shall be on site at all times during working hours and all part of any executed contract,subcontract,license covered employees,as defined in the law,shall be 23 Rev.09/20/21; Law No. 22-ED-093 Town of Southold Community Development Block Grant required to sign such sign-in sheets/register/log Suffolk County Code. books to indicate their presence on the site during such working hours. The Contractor shall comply with Article II of Chapter 880,of the Suffolk County Code,entitled Required Forms: "Child Sexual Abuse Reporting Policy," as now in effect or amended hereafter or of any other Suffolk County Department of Labor, Licensing, Suffolk County Local Law that may become & Consumer Affairs —Notice of Application to applicable during the term of the Contract with certify compliance with Federal Law (8 U.S.C. regard to child sexual abuse reporting policy. Section 1324A)with respect to Lawful Hiring of employees, Suffolk County Code Chapter 353 8. Non Responsible Bidder (2006)"DOL-LHE-1/2 (Revised 8/2017). ;\ It shall be the duty of the Contractor to read, become familiar with, and comply with the 5. Gratuities requirements of Article II of Chapter 189 of the Suffolk County Code. It shall be the duty of the Contractor to read, become familiar with, and comply with the Upon signing the Contract, the Contractor requirements of Chapter 664 of the Suffolk certifies that it has not been convicted of a County Code. criminal offense within the last ten (10) years. The term "conviction" shall mean a finding of The Contractor represents and warrants that it has guilty after a trial or a plea of guilty to an offense not offered or given any gratuity to any official, covered under section 189-5 of the Suffolk employee or agent of the County or the State or County Code under"Nonresponsible Bidder." of any political party, with the purpose or intent of securing an agreement or securing favorable 9. Use of Funds in Prosecution of Civil treatment with respect to the awarding or Actions Prohibited amending of an agreement or the making of any determinations with respect to the performance of It shall be the duty of the Contractor to read, an agreement. become familiar with, and comply with the requirements of Article III of Chapter 893 of the 6. Prohibition Against Contracting with Suffolk County Code. Corporations that Reincorporate Overseas The Contractor shall not use any of the moneys, It shall be the duty of the Contractor to read, in part or in whole, and either directly or become familiar with, and comply with the indirectly, received under the Contract in requirements of sections A4-13 and A4-14 of connection with the prosecution of any civil Article IV of the Suffolk County Code. action against the County in any jurisdiction or any judicial or administrative forum. The Contractor represents that it is in compliance with sections A4-13 and A4-14 of Article IV of 10. Youth Sports the Suffolk County Code. Such law provides that no contract for consulting services or goods and It shall be the duty of the Contractor to read, services shall be awarded by the County to a become familiar with,and comply with Article III business previously incorporated within the of Chapter 730 of the Suffolk County Code. U.S.A.that has reincorporated outside the U.S.A. All contract agencies that conduct youth sports programs are required to develop and maintain a 7. Child Sexual Abuse Reporting Policy written plan or policy addressing incidents of possible or actual concussion or other head It shall be the duty of the Contractor to read, injuries among sports program participants. Such become familiar with, and comply with the plan or policy must be submitted prior to the requirements of Article II of Chapter 880 of the award of a County contract, grant or funding. Receipt of such plan or policy by the County does 24 Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant not represent approval or endorsement of any Performance Measurement to Increase such plan or policy, nor shall the County be Accountability and Enhance Service Delivery by subject to any liability in connection with any Contract Agencies (Article VIII of Chapter 189 such plan or policy. of the Suffolk County Code) as more fully set forth in Article I and Article III of this Contract. 11. Work Experience Participation All contract agencies having a contract in excess If the Contractor is a not-for-profit or of $50,000 shall cooperate with the contract's governmental agency or institution, each of the administering department to identify the key Contractor's locations in the County at which the performance measures related to the objectives of Services are provided shall be a work site for the services that the contract agency provides and public-assistance clients of Suffolk County shall develop an annual performance reporting pursuant to Chapter 281 of the Suffolk County plan. The contract agency shall cooperate with Code at all times during the Term of the Contract. the administering department and the County If no Memorandum of Understanding ("MOU") Executive's Performance Management Team to with the Suffolk County Department of Labor for appropriate performance indicators and targets work experience is in effect at the beginning of for monthly evaluation of the contract agency's the Term of the Contract,the Contractor, if it is a performance. not-for-profit or governmental agency or institution, shall enter into such MOU as soon as 14. Suffolk County Local Laws Website possible after the execution of the Contract and Address failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to Suffolk County Local Laws, Rules and perform in accordance with the Contract, for Regulations which the County may withhold payment, can be accessed on the homepage of the Suffolk terminate the Contract or exercise such other County Legislature. remedies as may be appropriate in the circumstances. 15. Suffolk County Code of Ethics 12. Safeguarding Personal Information of As required by Suffolk County Standard Minors Operating Procedure A-06,the following is a link to the Suffolk County Ethics Booklet, which It shall be the duty of the Contractor to read, contains the provisions of the Suffolk County become familiar with, and comply with the Code of Ethics: requirements of Suffolk County Local Law No. 20-2013, a Local Law to Safeguard the Personal http://www.suffolkeountyny.gov/Portals/0/Boar Information of Minors in Suffolk County. dofethics/Code%20oP/o2OEthics%2OBooklet%2 0%20Revised%2OJanuM%202017.12df All contract agencies that provide services to minors are required to protect the privacy of the minors and are strictly prohibited from selling or End of Text for Article IV otherwise providing to any third party, in any manner whatsoever, the personal or identifying information of any minor participating in their programs. 13. Contract Agency Performance Measures and Reporting Requirements It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Suffolk County Local Law No. 41-2013, a Charter Law to Implement 25 Rev. 09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant Article V audit. All Suffolk County Payment General Fiscal Terms and Conditions Vouchers must bear a signature as that term is defined pursuant to New York State 1. General Payment Terms General Construction Law §46 by duly authorized persons,and certification of such a. Presentation of Suffolk County Payment authorization with certified specimen Voucher signatures thereon must be filed with the County by a Contractor official empowered In order for payment to be made by the to sign the Contract. Disbursements made County to the Contractor for the Services, by the Contractor in accordance with the the Contractor shall prepare and present a Contract and submitted for reimbursement Suffolk County Payment Voucher, which must be documented and must comply with shall be documented by sufficient, accounting procedures as set forth by the competent and evidential matter. Each Suffolk County Department of Audit and Suffolk County Payment Voucher submitted Control. Documentation, including any for payment is subject to Audit at any time other form(s) required by County or the during the Term or any extension thereof. Suffolk County Department of Audit and This provision shall survive expiration or Control, shall be furnished to the County termination of this Contract for a period of pursuant to, and as limited by, the not less than seven (7) years, and access to Regulations for Accounting Procedures for records shall be as set forth in paragraph 25 Contract Agencies of the Suffolk County of Article 111, and paragraph 4(b) of Article Department of Audit and Control. h1 V. addition to any other remedies that the County may have, failure to supply the b. Voucher Documentation required documentation will disqualify the Contractor from any further County The Suffolk County Payment Voucher shall contracts. list all information regarding the Services and other items for which expenditures have c. Payment by County been or will be made in accordance with the Contract. Either upon execution of the Payment by the County shall be made within Contract (for the Services already rendered thirty(30)days after approval of the Suffolk and expenditures already made),or not more County Payment Voucher by the than thirty (30) days after the expenditures Comptroller. were made,and in no event after the 31St day of January following the end of each year of d. Budget Modification the Contract,the Contractor shall furnish the County with detailed documentation in i.) The parties shall use the Contract Budget support of the payment for the Services or Modification Request form (`Budget expenditures under the Contract e.g.dates of Modification")for revisions to the Budget the Service, worksite locations, activities, and Services not involving an increase to hours worked, pay rates and all program the total cost of the Contract. If the Budget categories. The Suffolk County Contractor is seeking such a modification, Payment Voucher shall include time the Contractor shall contact the records, certified by the Contractor as true Department to receive the form and enter and accurate, of all personnel for whom the required information. When the expenditures are claimed during the period. County and the Contractor agree as to Time and attendance records of a such revisions, the Contractor shall sign Contractor's Director/Executive Director the Budget Modification form and return shall be certified by the Chairperson, it to the County for execution along with President or other designated member of the any other documentation the Department Board of Directors of the Contractor and may require. shall be maintained by the Contractor for 26 i Rev.0'9/20/21; Law No.22-BD-093 Town of Southold Community Development Block Grant ii.) Such request must be made in advance of federal,state,and local taxes,the County incurring any expenditure for which the being a municipality exempt from revision is needed. payment of such taxes. iii.) Upon complete execution of the Budget g• Final Voucher Modification form, the County shall The acceptance by the Contractor of return a copy to the Contractor. The payment of all billings made on the final revision shall not be effective until the approved Suffolk County Payment Budget Modification is completely Voucher shall operate as and shall be a executed. release of the County from all claims by the Contractor through the date of the iv.) The Budget Modification form may be Voucher. submitted only twice per calendar year 2. Subject to Appropriation of Funds and may only be submitted prior to November 15"' of that year. a. The Contract is subject to the amount of funds appropriated each fiscal year and e. Budget and/or Services Revisions any subsequent modifications thereof by the County Legislature and no liability i.) The parties shall use the Contract shall be incurred by the County beyond Budget/Services Revision Approval the amount of funds appropriated each Form (Budget /Services Revisions) for fiscal year by the County Legislature for revisions to the Budget and Services the Services. involving any change to the total cost of the Contract due to a resolution of the b. If the County fails to receive Federal or Legislature, changes to the County's State funds originally intended to pay for adopted annual budget, or for any other the Services,or to reimburse the County, reason necessitating revisions to the in whole or in part, for payments made Budget or Services. for the Services, the County shall have the sole and exclusive right to: ii.) When the County and the Contractor agree as to such revisions, the i.) determine how to pay for the Services; Department will enter the information into the Budget/Services Revisions form ii.) determine future payments to the and send it to the Contractor for Contractor; and signature. The Contractor shall return it iii.) determine what amounts, if any, are to the County for execution along with reimbursable to the County by the any other documentation the Department Contractor and the terms and conditions may require. under which such reimbursement shall be paid. iii.) Upon complete execution of the form by the parties,the County shall return a copy h. The County may,during the Term, impose a to the Contractor. The revision shall not Budget Deficiency Plan. In the event that a Budget Deficiency Plan is imposed, the be effective until the Budget /Services County shall promptly notify the Contractor Revisions is completely executed. in writing of the terms and conditions thereof,which shall be deemed incorporated E Taxes in and made a part of the Contract, and the Contractor shall implement those terms and The charges payable to the Contractor conditions in no less than fourteen(14)days. under the Contract are exclusive of 27 Rev. 09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant 3. Personnel Salaries,Pension and Employee books, records, and other documents Benefit Plans,Rules and Procedures relevant to the Contract for seven (7) years after final payment is made by the County. a. Upon request, the Contractor shall Federal, State, and/or County auditors and submit to the County a current copy, any persons duly authorized by the County certified by the Contractor as true and shall have full access and the right to accurate,of its examine any of said materials during said period. Such access is granted i.) salary scale for all positions listed in the notwithstanding any exemption from Budget; disclosure that may be claimed for those records which are subject to nondisclosure ii.) personnel rules and procedures; agreements, trade secrets and commercial information or financial information that is iii.) pension pian and any other employee privileged or confidential. benefit plans or arrangements. c. The Contractor shall utilize the accrual basis b. The Contractor shall not be entitled to of accounting and will submit all financial reimbursement for costs under any pension reports and claims based on this method of or benefit plan the Comptroller deems accounting during the Term. commercially unreasonable. 5. Audit of Financial Statements c. Notwithstanding anything in this paragraph 3 of this Article V, the County shall not be a. All payments made under the Contract are limited in requesting such additional subject to audit by the Comptroller pursuant financial information it deems reasonable. to Article V of the Suffolk County Charter. The Contractor further agrees that the 4. Accounting Procedures Comptroller and the Department shall have a. The Contractor shall maintain accounts, access to and the right to examine, audit, books, records, documents, other evidence, excerpt, copy or transcribe any pertinent and accounting procedures and practices transactions or other records relating to which sufficiently and properly reflect all services under the Contract. If such an audit direct and indirect costs of any nature discloses overpayments by the County to the expended in the performance of the Contractor, within thirty(30) days after the Contract, in accordance with generally issuance of an official audit report by the accepted accounting principles and with rules,regulations and financial directives,as Comptroller or his duly designated may be promulgated by the Suffolk County representatives, the Contractor shall repay Department of Audit and Control and the the amount of such overpayment by check to Department. The Contractor shall permit the order of the Suffolk County Comptroller inspection and audit of such accounts, or shall submit a proposed plan of books, records, documents and other repayment to the Comptroller. If there is no evidence by the Department and the Suffolk response, or if satisfactory repayments are County Comptroller, or their representatives, as often as, in their not made, the County may recoup judgment, such inspection is deemed overpayments from any amounts due or necessary. Such right of inspection and becoming due to the Contractor from the audit as set forth in subparagraph b. below County under the Contract or otherwise. shall exist during the Term and for a period of seven (7) years after expiration or b. The provisions of this paragraph shall termination of the Contract. survive the expiration or termination of the Contract for a period of seven(7)years,and b. The Contractor shall retain all accounts, 28 Rev.09/20/21; Law No. 22-ED-093 Town of Southold Community Development Block Grant access to records shall be as set forth in iii.)a satisfactory peer review issued paragraph 25 of Article III, and paragraph within not more than three (3) 4(b)of Article V. years prior to the date when the Auditor was selected to conduct 6. Financial Statements and Audit Requirements the audit. a. Notwithstanding any other reporting or c. The audit must be conducted in accordance certification requirements of Federal, State, with generally accepted governmental or local authorities, the Contractor shall auditing standards. Financial statements obtain the services of an independent must clearly differentiate between County- licensed public accountant or certified funded programs and other programs that public accountant(the"Auditor")to audit its the Contractor may be operating. The use of financial statements for each Contractor's subsidiary schedules should be encouraged "fiscal year" in which the Contractor has for this purpose. The Auditor must also received, or will receive, three hundred prepare a Management Letter based on the thousand ($300,000.00) dollars or more audit. from the County, whether under the Contract or other agreements with the d. "Subrecipients" — Federally Funded County, and shall submit a report to the Programs and Grants County on the overall financial condition and operations of the Contractor, including i.) In the event the Contractor is a a balance sheet and statement of income and "Subrecipient" as that term is defined in expenses, attested by the Auditor as fairly 2 CFR § 200.93 and the Contractor and accurately reflecting the accounting expends seven hundred fifty thousand records of the Contractor in accordance with ($750,000.00) dollars or more of Federal generally accepted accounting principles. moneys, whether as a recipient The audited financial statements including expending awards received directly from respective Management Letters must be Federal awarding agencies or as a emailed to the Executive Director of Contractor expending Federal awards Auditing Services at received from a pass-through entity such Auditsgsuffolkcountyny.gov within thirty as New York State and/or Suffolk (30) days after completion of the audit, but County, during any fiscal year within in no event later than nine (9) months after which it receives funding under the the end of the Contractor's fiscal year, to Contract, the audit referred to under this which the audit relates. The Contractor may paragraph 6 must be conducted and any solicit requests for proposals from a number the audit report must be in accordance of qualified accounting firms and review with OMB Uniform Grant Guidance—2 carefully the costs of,and qualifications for, CFR Part 200 ("Single Audit Report"). this type of work before selecting the Single Audit Reports must also be Auditor. uploaded to the Federal Audit Clearinghouse, to the extent required by b. The Auditor should be required to meet the the OMB Uniform Grant Guidance following minimum requirements: referred to above. In addition,the Single Audit Report, respective financial i.) a current license issued by the statements and any Management Letters New York State Education must be submitted to the Department set Department; forth on page one of this Contract and emailed to the Executive Director of ii.) sufficient auditing experience in Auditing Services at the not-for-profit, governmental subrecipientmonitorin2(&suffolkcount or profit-making areas, as yny.gov within thirty (30) days after applicable; and completion of the audit, but in no event later than nine(9)months after the end of 29 Rev.09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant the Contractor's fiscal year,to which the of the Contractor. The Contractor shall audit relates. make such records and financial statements available to authorized representatives of ii.) In the event the Contractor is a Federal, State and County government for "Subrecipient" as that term is defined in that purpose. 2 CFR § 200.93 and the Contractor expends less than seven hundred fifty g. The provisions of this paragraph 6 shall thousand ($750,000.00) dollars of survive the expiration or termination of the Federal moneys, whether as a recipient Contract. expending awards received directly from Federal awarding agencies or as a 7. Furniture, Fixtures, Equipment, Materials, Contractor expending Federal awards Supplies received from a pass-through entity such as New York State and/or Suffolk a. Purchases, Rentals or Leases Requiring County, during any fiscal year the Prior Approval Contractor must email a certified Exemption Letter, the form of which Prior to placing any order to purchase, rent shall be provided by the Department, on or lease any furniture,fixtures,or equipment the Contractor's Letterhead and a valued in excess of one thousand dollars Schedule of Federal Funds Expended to ($1,000.00) per unit for which the the respective County Department and Contractor will seek reimbursement from the Executive Director of Auditing the County, the Contractor shall submit to Services at the County a written request for approval to subrecipientmonitoring_@suffolkcountyn make such a proposed purchase, rental or y.gov within thirty (30) days of the end lease, with a list showing the quantity and of the Contractor's fiscal year. The description of each item, its intended Schedule of Federal Funds Expended location and use, estimated unit price or must include all Federal funding received cost,and estimated total cost of the proposed directly from the Federal government order. Written approval of the County shall and all Federal funds passed through be required before the Contractor may from the County and other pass-through proceed with such proposed purchase,rental entities. or lease of furniture, fixtures or equipment. All items purchased must be new or like new iii.) Subrecipients may include, but not unless specifically described otherwise in necessarily be limited to, not-for-profit the Budget. organizations; units of state government or a unit of local governments. b. Purchase Practices/Proprietary Interest of County e. Copies of any other audit reports including oversight agency audits must be submitted i.) The Contractor shall follow the general to the Department set forth on page one of practices that are designed to obtain this Contract and emailed to the Executive furniture, fixtures, equipment, materials, Director of Auditing Services at or supplies at the most reasonable price Audits@suffolkcouniyiiv.gov within thirty or cost possible. (30)days after completion of the audit(s). ii.) The County reserves the right to purchase j f. The requirements set forth in this paragraph or obtain furniture, fixtures, equipment, 6 shall not preclude the authorized materials, or supplies for the Contractor representatives of the County, the in accordance with the programmatic Comptroller, or Federal or State entities needs of the Contract. If the County from conducting any other duly authorized exercises this right,the amount budgeted audit(s) of records and financial statements for the items so purchased or obtained by the County for the Contractor shall not be 30 Rev..Cr9/20/21; Law No. 22-ED-093 Town of Southold Community Development Block Grant available to the Contractor for any equipment in its custody, checking each purpose whatsoever. Title to any such item against the aforesaid inventory records. items purchased or otherwise obtained by A report setting forth the results of such the County for the programs physical count shall be prepared by the encompassed by the Contract and Contractor on a form or forms designated by entrusted to the Contractor, shall remain the County, certified and signed by an in the County. authorized official of the Contractor, and one(1)copy thereof shall be delivered to the iii.) The County shall retain a proprietary County within five(5)days after the date set interest in all furniture, removable for the aforesaid physical count. Within five fixtures, equipment, materials, and (5) days after the termination or expiration supplies purchased or obtained by the date of the Contract, the Contractor shall Contractor and paid for or reimbursed to submit to the County six (6) copies of the the Contractor pursuant to the terms of same report updated to such date of the the Contract or any prior agreement Contract, certified and signed by an between the parties. authorized official of the Contractor, based on a physical count of all items of furniture, iv.) The Contractor shall attach labels removable fixtures and equipment on the indicating the County's proprietary aforesaid expiration date, and revised, if interest or title in all such property. necessary,to include any inventory changes during the last three(3)months of the Term. C. County's Right to Take Title and Possession e. Protection of Property in Contractor's Custody Upon the termination or expiration of the Contract or any renewal thereof, the The Contractor shall maintain vigilance and discontinuance of the business of the take all reasonable precautions to protect the Contractor, the failure of the Contractor to furniture, fixtures, equipment, material or comply with the terms of the Contract, the supplies in its custody against damage or bankruptcy of the Contractor,an assignment loss by fire, burglary, theft, disappearance, for the benefit of its creditors, or the failure vandalism, or misuse. In the event of of the Contractor to satisfy any judgment burglary,theft, vandalism, or disappearance against it within thirty(30)days of filing of of any item of furniture,fixtures,equipment, the judgment, the County shall have the material or supplies, the Contractor shall right to take title to and possession of all immediately notify the police and make a furniture, removable fixtures, equipment, record thereof, including a record of the materials, and supplies and the same shall results of any investigation which may be thereupon become the property of the made thereon. In the event of loss of or County without any claim for damage to any item of furniture, fixtures, reimbursement on the part of the Contractor. equipment, materials, or supplies from any cause, the Contractor shall immediately send the County a detailed written report d. Inventory Records,Controls and Reports thereon. The Contractor shall maintain proper and f. Disposition of Property in Contractor's accurate inventory records and controls for Custody all such furniture, removable fixtures and equipment acquired pursuant to the Contract Upon termination of the County's funding and all prior agreements between the parties, of any of the Services covered by the if any. Three (3) months before the Contract, or at any other time that the expiration date of the Contract, the County may direct, the Contractor shall Contractor shall make a physical count of all make access available and render all items of furniture, removable fixtures and necessary assistance for physical removal 31 Rev. 09/20/21; Law No.22-ED-093 Town of Southold Community Development Block Grant by the County or its designee of any or all c. Funding Identification furniture, removable fixtures, equipment, materials or supplies in the Contractor's The Contractor shall promptly submit to the custody in which the County has a County upon request, a schedule for all proprietary interest,in the same condition as programs funded by the County, itemizing such property was received by the for each such program the sums received, Contractor, reasonable wear and tear their source and the total program budget. excepted. Any disposition, settlements or adjustments connected with such property d. Outside Funding for Non-County Funded shall be in accordance with the rules and Activities regulations of the County and the State of New York. Notwithstanding the foregoing provisions of the Contract, it is the intent of the County 8. Lease or Rental Agreements that the terms and conditions of the Contract shall not limit the Contractor from applying If lease payments or rental costs are included in for and accepting outside grant awards or the Budget as an item of expense reimbursable by from providing additional educational the County,the Contractor shall promptly submit activities/services which may result in the to the County, upon request, any lease or rental Contractor incurring additional costs, as agreement. If during the Term, the Contractor long as the following conditions are met: shall enter into a lease or rental agreement, or shall renew a lease or rental agreement, the i.) The County is not the Fund Source for Contractor shall, prior to the execution thereof, the additional services; submit such lease or rental agreement, to the ii.) Sufficient funding is available for or can County for approval. be generated by the Contractor to cover 9. Statement of Other Contracts the cost incurred by the Contractor to provide these additional services; and Prior to the execution of the Contract, the iii.) If sufficient funding is not available or Contractor shall submit a Statement of Other cannot be generated,the County shall not Contracts to the County. If the Contract is be held liable for any of the additional amended during the Term, or if the County costs incurred by the Contractor in exercises its option right, the Contractor shall furnishing such additional services. submit a then current Statement of Other iv.) Prior to scheduling any such additional Contracts. services on County-owned property, the Contractor shall obtain written County approval. The Contractor shall, to the County's satisfaction, submit any 10. Miscellaneous Fiscal Terms and Conditions documentation requested by the Department reflecting the change, and a. Limit of County's Obligations identify the additional services to be provided and the source of funding that The maximum amount to be paid by the shall be utilized to cover the expenditures County is set forth on the first page of the incurred by the Contractor in undertaking Contract. the additional services. G b. Duplicate Payment from Other Sources e. Potential Revenue Payment by the County for the Services The Contractor shall actively seek and take shall not duplicate payment received by the reasonable steps to secure all potential Contractor from any other source. funding from grants and contracts with other agencies for programs funded by the 32 Rev.09/20/21; Law No. 22-ED-093 Town of Southold Community Development Block Grant County. subparagraph shall survive the expiration or termination of the Contract. f. Payments Contingent upon State/Federal Funding h. Budget Payments under the Contract may be subject The Contractor expressly represents and to and contingent upon continued funding agrees that the Budget lists all revenue, by State and/or Federal agencies. In the expenditures, personnel, personnel costs event payments are subject to such funding and/or all other relevant costs necessary to no payment shall be made until the provide the Services. Contractor submits documentation in the manner and form as shall be required by i. Payment of Claims State and/or Federal agency. If late submission of claims precludes the County Upon receipt of a Suffolk County Payment from claiming State or Federal Voucher, the County, at its discretion, may reimbursement, such late claims by the pay the Contractor during the Term, in Contractor shall not be paid by the County advance, an amount not to exceed one sixth subject to subparagraph g.below, if, for any (1/6)of the maximum amount to be paid by reason, the full amount of such funding is the County set forth on the first page of the not made available to the County, the Contract. Contract may be terminated in whole or in part,or the amount payable to the Contractor j. Payments Limited to Actual Net may be reduced at the discretion of the Expenditures County, provided that any such termination or reduction shall not apply to allowable The Contractor agrees that if,for any reason costs incurred by the Contractor prior to whatsoever, the Contractor shall spend such termination or reduction, and provided during the Term for the purposes set forth in that money has been appropriated for the Contract an amount less than, or receive payment of such costs. amounts more than,provided in the Budget, the total cost of the Contract shall be g. Denial of Aid reduced to the net amount of actual Contractor expenditures made for such If a State or Federal government agency is purposes. The total amount to be paid by the funding the Contract and fails to approve aid County shall not exceed the lesser of (i) in reimbursement to the County for actual net expenditures or (ii) the total cost j payments made hereunder by the County to of the Contract on the cover page and in the the Contractor for expenditures made during Budget. Upon termination or expiration of the Term because of any act, omission or the Contract, if the Contractor's total negligence on the part of the Contractor, amount of allowable expenses is less than then the County may deduct and withhold the total amount of the payments made from any payment due to the Contractor an during the Term, the Contractor shall amount equal to the reimbursement denied prepare a check payable to the Suffolk by the state or federal government agency, County Comptroller for the difference and the County's obligation to the between the two amounts and submit such Contractor shall be reduced by any such payment to the County, along with the final amounts. In such an event, if there should Suffolk County Payment Voucher. be a balance due to the County after it has made a final payment to the Contractor k. Travel, Conference, and Meeting under the Contract, on demand by the Attendance: SOP A-07 Amendment 1 County, the Contractor shall reimburse the County for the amount of the balance due Reimbursement to the Contractor for travel the County, payable to the Suffolk County costs shall not exceed amounts allowed to Comptroller. The provisions of this County employees.All conferences that are 33 -Rev.09/20/21; Law No. 22-ED-093 Town of Southold Community Development Block Grant partially or fully funded by the County that Consultant's Agreements" as promulgated the Contractor's staff wishes to attend must by the Department of Audit and Control of be pre-approved, in writing, by the County Suffolk County and any amendments and must be in compliance with Suffolk thereto during the Term of the Contract. The County Standard Operating Procedure A-07 "Comptroller's Rules and Regulations for which may be viewed online at the County's Consultant's Agreements" and "SOP A-07 website, SuffolkCountyny.gov; go to Amendment 1"may be viewed online at the "Government," then "Comptroller," then County's website, SuffolkCountyny.gov;go "Consultant's Agreements." to "Government,"then "Comptroller," then "Consultant's Agreements." 1. Salaries The Contractor shall not be eligible to receive any salary reimbursement until End of Text for Article V 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 r 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 34 Y Article VI Federal Requirements 1. Grant Administration a. Authorization Notwithstanding any other provision of this Agreement,the Contractor must submit evidence and the County must certify, prior to any commitment of funds under this Agreement, that all grant responsibilities have been met and are in accordance with applicable regulations. Upon such certification,the County will give notice authorizing the Contractor to begin CDBG projects set forth in Article I of this Agreement. b. Supervision It is agreed that the nature and extent of the CDBG projects undertaken pursuant to this Agreement shall be subject to the general supervision of the County. The County as applicant is primarily responsible for overseeing the CDBG program. The Contractor agrees to comply fully with rules,regulations,criteria,guidelines and expenditure controls heretofore adopted or to be adopted by the County and Federal Governments pursuant to 2 CFR Part 200 Uniform Administrative Requirements. 2. County-Contractor Relationship The relationship of the Contractor to the County shall be governed as expressly provided for in the Suffolk County Cooperation Agreement and this Agreement. 3. National Objectives Contractor certifies that the CDBG projects carried out under this Agreement meet the National Objectives as defined in 24 CFR 570.208. 4. Performance a. The Contractor agrees to begin work on its CDBG projects set forth in Article I of this Agreement within a reasonable time after the effective date of this Agreement and meet timely expenditure requirements. The Contractor will be considered to meet timely requirements if by January 15'of each year its total balance of unexpended funds from all program years does not exceed 1.5 times the Contractor's last annual CDBG allocation. b. Timely Expenditure Required It is critical that the Contractor commence work on the CDBG projects in a timely fashion. Failure to commence work and meet timely expenditure requirements may result among other things, in a reduction of the Contractor's CDBG funding and/or the County electing not to exercise its option to renew this Agreement. More specifically: i 1) If the Contractor has unexpended balances from previous years' funding, which are from four (4) or more years prior to the current program year; or i 2) If the Contractor has a past history of not meeting timely expenditure requirements; or 35 3) If the Contractor,by January 15"'of each year has a total balance of unexpended funds from all program years, which exceed 1.5 times the Contractor's last annual CDBG allocation, then the County may, among other things, and either singularly or in combination: a) Chose not to exercise its option(s)to renew this Agreement; b) Require the Contractor to submit information to the County regarding the reasons for lack of performance and actions being taken to remove the causes for delay; c) Require the Contractor to demonstrate to the County that the Contractor has the capacity to carry out CDBG projects and meet CDBG timely expenditure requirements; d) Require the Contractor to submit to the County progress schedules for completing CDBG projects in compliance with CDBG timely expenditure requirements; e) Issue a letter of warning to the Contractor advising that more serious sanctions will be taken if the deficiency is not corrected or is repeated; f) Require the Contractor to suspend,discontinue or,not incur costs for CDBG projects; g) Condition or reduce the Contractor's allocation of CDBG funds in the succeeding year; and h) Reduce the Contractor's allocation of CDBG funds in the current year by one-hundred percent(100%) of the total balance of unexpended funds, from all program years, which exceed 1.5 times the Contractor's last annual CDBG allocation. 5. Citizen Participation The Contractor agrees to provide citizens with adequate information concerning the amount of funds available for proposed CDBG projects, the range of eligible activities, and other important program requirements. The Contractor also agrees to provide citizens with adequate opportunities to articulate needs,express preferences about proposed activities, assist in the selection of priorities, and otherwise assist and participate in the development of the federal Housing and Community Development Program. Pursuant to this requirement, each Contractor shall hold at least one public hearing during the annual application preparation period,prior to the submission to HUD. The County shall also hold at least one pre-submission public hearing. 6. Flood Disaster Protection This Agreement is subject to Section 202(a) of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4106)which provides that no Federal officer or agency shall approve any financial assistance for acquisition or construction purposes (as defined under Section 3(a) of said Act (42 U.S.C. 4003(a)), one year after a community has been formally notified of its identification as a community containing an area of special flood hazard, for use in any area that has been identified by the Director of the Federal Emergency Management Agency as an area having special flood hazards unless the community in which such area is situated is then participating in the National Insurance Program. Notwithstanding the date of HUD approval of the County's annual action plan, funds provided under this part shall not be expended for acquisition or construction purposes in an area that has been identified by the Federal Emergency Management Agency ("FEMA") as having special flood hazards unless the community in which the area is situated is participating in the National Flood Insurance Program in accordance with 44 CFR Parts 59-79,or less than a year has passed since FEMA notification to the community regarding such hazards;and flood insurance is obtained in accordance with Section 102(a)of the Flood Disaster Protection Act of 1973 (42 U.S.C.4001). Any contract or agreement for the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement shall contain,if such land is located in an area identified by the Federal Government as having special flood hazards and in which the sale of flood insurance has been made available under the Flood Insurance Act of 1968, as amended, 42 USC 4001, et. seq., provisions obligating the transferee and its successors or assigns to obtain and maintain, during the ownership of such land, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under Section 102(a)of the Flood Disaster-Protection Act of 1973. Such provisions shall be required, notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Agreement. 36 ( 1 7. Equal Employment Opportunity and Affirmative Action a. Equal Opportunity: In carrying out the CDBG projects,the Contractor shall ensure that no person,on the grounds of race, color, creed, ancestry, disability or other handicap, age, marital/familial status, military status, national origin, sexual orientation,religion or sex be excluded from participation in, be denied the benefits of,or be subjected to discrimination under any program or activity funded in whole or in part with CDBG funds. The Contractor shall take affirmative action to insure that applicants for employment are employed, and that employees are treated during employment,without regard to their race,color,creed,ancestry,disability or other handicap, marital/familial status, military status, religion, sex, sexual orientation, age or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor shall post in conspicuous places, available to employees and applicants to employment, notices to be provided by the Federal Government setting forth the provisions of this non-discrimination clause. The Contractor shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, age, creed, ancestry, disability or other handicap, marital/familial status, military status, or national origin. The Contractor shall incorporate the foregoing requirements of this Subparagraph an in all of its contracts for program work, except contracts governed by Subparagraph b of this Paragraph, and will require all of its Contractors for such work to incorporate such requirements in all subcontracts for program work. The Contractor shall have its own Affirmative Action Plan which meets Federal requirements on file with the County Community Development Office and approved by HUD or be bound by a Consortium-wide Affirmative Action Plan developed by the County and applicable to local personnel funded with Community Development Block Grant funds. The County Community Development Director shall be designated as the Consortium's Affirmative Action Officer. Separate community development agencies, will be required to develop and implement their own Affirmative Action Plan,unless such a plan has already been developed and approved by HUD. Individual agency plans must be submitted to HUD for its review and approval. If the Plan is not acceptable to the County or HUD, the community development agency will be required to submit a revised Plan(s), until approved by HUD. All employees of the Contractor paid with CDBG funds must meet all New York State Civil Service Requirements for employment; however, this provision shall not apply to any Community Development Agency or its employees. b. Contracts Subject to Executive Order 11246, as amended, shall be subject to HUD Equal Employment Opportunity regulations at 24 CFR Part 1 applicable to HUD-assisted construction contracts. C. The Contractor shall cause or require to be inserted in full in any non-exempt contract and subcontract for construction work,or modification thereof,as defined in said regulations,which is paid for in whole or part with assistance provided under this Agreement,the following equal opportunity clause: "During the performance of this Agreement,the Contractor agrees as follows: 1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, creed, ancestry, disability or other handicap or marital/familial status or national origin. The Contractor will take affirmative action to ensure that applicants are 37 employed,and the employees are treated during employment,free from such discrimination. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this non-discrimination clause. 2) The Contractor will, in all solicitations for advertisements for employees placed by or on behalf of the Contractor;state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age, creed, ancestry, disability or other handicap or marital/familial status or national origin. 3) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining Contract or other contract or understanding, a notice to be provided by the contract Compliance Officer advising the said labor union or workers representatives of the Contractor's commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules,regulations, and relevant orders of the Secretary of Labor. 5) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965; 24 CFR 570.603; and 24 CFR 570.607; and by the rules, regulations, and orders of the Secretaries of Labor and Housing and Urban Development, or pursuant thereto, and will permit access to his books,records and accounts by the Federal Government and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. 6) In the event of the Contractor's non-compliance with the non-discrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or Federally assisted construction contract procedures authorized in Executive Order 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7) The Contractor will include the portion of the sentence immediately preceding Paragraph 1 through 7 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issues pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each Contractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Federal Government may direct as a means of enforcing such provisions, including sanctions for non-compliance; providing, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a sub-contractor or vendor as a"result of such direction of the Federal government,the Contractor may request the United States to enter into such litigation to protect the interest of the United States." d. The Contractor further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in Federally-assisted construction work;provided,however, that if the Contractor so participating is a state or local government,the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. e. The Contractor agrees that it will assist and cooperate actively with the Federal Government and the Secretary of Labor in obtaining the compliance of Contractors and subcontractors with the equal opportunity clause and the rules,regulation,and relevant orders of the Secretary of Labor;that it will furnish the Department and the Secretary of Labor such information as they may require for the supervision of such 38 x � compliance and that it will otherwise assist the Federal Government in the discharge of its primary responsibility for securing compliance. f. The Contractor further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and Federally-assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause by any Government Contractor in accordance with procedures established by the Secretary of Labor pursuant to Part II, Subpart D, of the Executive Order. In addition, the Contractor agrees that if it fails or refuses to comply with these undertakings, the Federal Government may take any or all of the following actions: cancel, terminate, or suspend in whole or in part the grant or loan guarantees; refrain from extending any further assistance to the Contractor under the program with respect to which the failure or refusal occurred until the satisfactory assurance of future compliance has been received from such Contractor, and refer the case to the Department of Justice for appropriate legal proceedings. S. Compliance with Section 3 of the Housing and Urban Development Act The Contractor shall comply with Section 3 of the Housing and Urban Development Act of 1968 as same may be amended from time to time. In planning and carrying out CDBG projects,the Contractor shall ensure,to the greatest extent feasible, that opportunities for training and employment be given to lower income persons residing within the boundaries of the Suffolk County Consortium and that, also to the extent feasible and consistent with state and federal laws, contracts for work on CDBG projects be awarded to eligible business concerns which are located in or owned in substantial part by persons residing within the boundaries of the Suffolk County Consortium. The Contractor shall cause or require to be inserted in full, in all contracts and subcontracts for work financed in whole or in part with assistance provided under this Agreement,the Section 3 clause set forth in 24 CFR 135.38(B). The Contractor shall provide such copies of 24 CFR Part 135 as may be necessary for the information of parties to contracts required to contain the Section 3 clause. 9. Minority Business and Women's Business Enterprise The Contractor must comply with Executive Orders 11625 and 12432 and, to the extent permissible by law, make good faith efforts to encourage the use of minority and women's business enterprise in connection with CDBG funded activities. The Contractor,to extent permissible by law,shall ensure the inclusion of minorities and women,and entities owned by minorities and women, including, without limitation, real estate firms, construction firms, appraisal firms, management firms, financial institutions, investment banking firms, underwriters, accountants, and providers of legal services, in all contracts entered into with such persons or entities,public and private, in order to facilitate the activities of the CDBG programs. lb. Lead Based Paint Hazards The construction or rehabilitation of residential structures with assistance provided under this Agreement is subject to the requirements of 24 CFR Part 35, subparts A, B and R and subparts C through M, as may be amended,when applicable. Any rehabilitation or acquisition of residential structures by the Contractor with assistance provided under this Agreement shall be made subject to Lead-Based Paint Poisoning Prevention,and the Contractor shall be responsible for notifications, certified hazard evaluations, certified hazard reduction,and certified safe construction work places, certified clearances and record keeping. 11. Fire Prevention and Control Act 39 1 Y Housing assistance provided in the form of a grant, contract, loan guarantee, cooperative agreement, interest subsidy, interest or direct appropriation under this Contract is subject to the provisions of the Fire Administration Authorization Act of 1992(Pub.L. 102-522),as may be amended. The Contractor shall be required to comply with applicable fire protection and safety standards. 12. Federal Labor Standards Provisions The Contractor agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis- Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act(40 U.S.C. 327 et seq), as may be amended, and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Contractor agrees to comply with the Copeland Anti-Kick Back Act(18 U.S.C. 874 et seq.), as it may be amended and the implementing regulations of the U.S. Department of Labor at 29 CFR Part 5, as may be amended. The Contractor shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Department for review upon request. The Contractor agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight(8)units,all contractors engaged under contracts in excess of$2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7, as may be amended, governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Contractor of its obligation,if any,to require payment of the higher wage. The Contractor shall cause or require to be inserted in full, in all such contracts subject to such regulations,provisions meeting the requirements of this paragraph. 13. Compliance With Air and Water Acts: This Agreement is subject to the requirements of the Clean Air Act, as amended,42 USC 1857,et.seq.;the Federal Water Pollution Control Act, as amended, 33 USC 1251, et. seq.; and the regulations of the Environmental Protection Agency("EPA")with respect thereto,at 40 CFR 15, as may be amended from time to time. In compliance with said regulations,the Contractor shall cause or require to be inserted in full in all contracts and subcontracts with respect to any non-exempt transaction thereunder funded with assistance provided under this Agreement,the following requirements: a. A stipulation by the Contractor or subcontractors that any facility to be utilized in the performance of any non-exempt contract or subcontract is not listed on the List of Violating Facilities issued by the EPA pursuant to 40 CFR 15.20. b. Agreements by the Contractor to comply with all their requirements of Section 114 of the Clean Air Act, as amended (42 USC 1857c-8) and Section 308 of the Federal Water Pollution Control Act, as amended (42 USC 1857c-8)and Section 308 of the Federal Water Pollution Control Act,as amended(33 USC 1318), relating to inspection,monitoring,entry,reports,and information,as well as all other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder. C. A stipulation that as a condition for the award of the contract,prompt notice will be given of any notification received from the Director, Office of Federal Activities, EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities. d. Agreement by the Contractor that he will include or cause to be included the criteria and requirements in subparagraphs a through d of this Paragraph in every non-exempt subcontract and requiring that the Contractor will take such action as the Federal Government may direct as a means of enforcing such provisions. 40 In no event shall any amount of the assistance provided under this Agreement be utilized with respect to a facility which has given rise to a conviction under Section 113(c)(1)of the Clean Air Act or Section 209(c) of the Federal Water Pollution Control Act, as may be amended. 14. Relocation Assistance and Acquisition of Real Property The Contractor shall provide fair and reasonable relocation payments and assistance in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended and the government-wide URA regulations at 49 CFR Part 24, to or for families, individuals, partnerships, corporation, or associations displaced as a result of any acquisition of real property for an activity assisted under the program. The Contractor shall inform potential displaced persons of the benefits,policies and procedures provided for under HUD regulations. i The Contractor shall cant' out the relocation process in such a manner as to provide such displaced persons with uniform and consistent services, including any services required to insure that the relocation process does not result in different or separate treatment to such displaced persons on account of their race, color,religion,national origin, age,sex, or source of income. In acquiring real property,the Contractor should be guided by the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended and the government-wide URA regulations at 49 CFR Part 24. 15. Consolidated Plan The Contractor, as party to the Community Development Program, and as a participant in the Suffolk County Consortium,acknowledges that it is contractually and otherwise legally bound per prior resolution of its governing body to use its best efforts to ensure the carrying out of the goals of the Consolidated Plan approved by HUD. The Contractor shall also be contractually and legally bound to use its best efforts to ensure the carrying out of the Consolidated Plan which is currently in effect. 16. Displacement This Agreement is subject to laws and regulations which require the implementation of a policy to minimize the 4 displacement of persons from their homes and neighborhoods and to mitigate adverse effects of such displacement on low and moderate income persons. In accordance, the Contractor shall follow the Suffolk County Community f Development Consortium Policy and Procedures, as may be amended from time to time, on Displacement when implementing CDBG projects. i 17. Books and Records of Accounting The Contractor agrees that it shall keep and maintain separate books of account and records concerning all costs incurred in the performance of this Agreement,and that it shall have available for audit and inspection by the County or by authorized representatives of HUD, all the Contractor's facilities, books and other financial and statistical data,whether related to the CDBG projects or otherwise. The Contractor agrees to maintain or submit to the County, as individually required, the following data or documents, or information to complete the following documents: 41 a. Project Description Forms b. Environmental Survey c. Demographic Survey d. Budget Modifications e. HUD/EEO-4 Employment Data Form L Minority Business Enterprise Report g. Other data as may be required by HUD 18. Program Income The County shall assign program income generated by the Contractor for the purpose of carrying out eligible CDBG activities. All provisions of this Agreement shall apply to the use of program income assigned to the Contractor by the County. The Contractor shall inform the County of all income generated by the expenditure of CDBG funds received by the Contractor and to substantially disburse assigned program income for eligible Community Development Activities before additional cash withdrawals are made by the County from the U.S. Treasury for the same activity. The County will require at the end of the program year, the remittance by the Contractor of all or part of any program income balances (including investments thereof)held by the Contractor(except those needed for immediate cash needs, cash balances of a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for Section 108 security needs). If a Contractor withdraws from the Suffolk County Consortium prior to the expiration of the Cooperation Agreement between the Contractor and the County, all program income received and not expended in accordance with this Agreement shall be due and payable to the County and the County may terminate this Agreement as set forth in Paragraph 2,Article 3, entitled"Termination." 19. Real Property Real property acquired or improved in whole or in part using Community Development funds that is within the control of the Contractor shall require the following actions: a. The timely notification of the County by the Contractor of any modification or change in the use of the real property from that planned at the time of acquisition or improvement including disposition; b. Reimbursement of the Countyin an amount equal to the current fair market value less an portion thereof q ( Y attributable to expenditures of non-Community Development funds) of property acquired or improved with Community Development funds that is sold or transferred for a use which does not qualify under the Community Development regulations; and c. Return of program income to the County generated from the disposition or transfer of property prior to or subsequent to the close-out,change of status or termination of the Cooperation Agreement between the County and the Contractor. I F 20. Reversion of Assets Any real property under the Contractor's control that was acquired or improved in whole or in part with CDBG funds in excess of$25,000 shall be either: 42 { 1{ a. Used to meet one of the national objectives in 24 GFR Part 570 until five (5) years after expiration of this Agreement or termination of the Cooperation Agreement, or such longer period of time as determined appropriate by the County; or b. Disposed of in a manner which results in the County being reimbursed in the amount of the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvement to,the property. 21. Procurement of Equipment, Supplies and Materials The procurement of equipment, services, materials and supplies shall be undertaken in accordance with the requirements of 2 CFR 200, "Administrative Requirements for Grants and Cooperative Agreements to Local Governments,"as may be amended. The Contractor shall maintain an inventory of non-expendable personal property in accordance with 2 CFR 200 and title to all the materials, appliances, and tools, purchased with funds provided under this Agreement, shall vest in the Contractor and shall be used,managed and disposed of in accordance with 2 CFR Part 200. 22. Use of Federal Funds for Lobbying No Federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor,to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative Contract, the Contractor shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Contractor shall require that the language of this certification be included in the award for all sub awards at all tiers(including subcontracts, sub grants,and contracts under grants, loans,and cooperative agreements)and that all sub recipients shall certify and disclose same accordingly. 23. Political Activities The Contractor shall be governed by the provisions of the Hatch Act(5 USC 1501, et. seq.), as may be amended, regarding employees'political participation. 24. Funding Identification The Contractor shall keep the County apprised of any grants or sources of funding received for the Program as and may retain any such funding that results in enhancement of services and does not duplicate funding for the program covered by this Agreement. If the program covered by this is funded in whole or in part by other governmental agencies, it is agreed that the funding by the County under this Agreement shall be reduced or refunded to the County to the extent that such other funding duplicates funding for the program covered by this Agreement. 25. Offset of Arrears or Default 43 The Contractor warrants that it is not, and shall not be during the term of this Agreement, in arrears to the County for taxes or upon debt or contract and is not,and shall not be during the term of this Agreement,in default as surety, Contractor or otherwise on any obligation to the County, and the Contractor agrees that the County may withhold the amount of any such arrearage or default from amounts payable to the Contractor under this Agreement. 26. Federal Uniform Administrative Requirements The Contractor is required to comply with the Federal Uniform Administrative Standards attached hereto as Exhibit 4 and incorporated by reference. 27. Force Majeure Neither party shall be held responsible for any delay or failure in performance hereunder to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, civil or military authority, act of God, act or omission of carriers, power failure or similar causes beyond its control ("force majeure conditions"). If any force majeure condition occurs,the party delayed or unable to perform shall give immediate notice to the other party. End of Article VI 44 i E I Article VII ENVIRONMENTAL REQUIREMENTS CONDITIONAL APPROVALS ON USE OF FUNDS 1. Environmental Review Process a. Prior to obtaining a release of funds from HUD ("Release of Funds") for the Contractor's CDBG projects as set forth in Paragraph 3,Article I of this Agreement, entitled "Project Descriptions,"the Department must conduct an environmental review as set-forth in Part 58 of Title 24 of the Code of Federal Regulations,as may be amended, for each of the CDBG projects contemplated by this Agreement. b. In order for the Department to conduct this environmental review,the Contractor must: 1) Provide the Department with all available project and environmental information on each CDBG project contemplated by this Agreement; 2) Assist the Department in preparing an Environmental Assessment("EA")to submit to HUD; 3) Assist the Department in preparing an Environmental Impact Statement("EIS")to submit to HUD; and 4) Refrain from undertaking any physical activities or choice limiting actions until HUD (or the State, if applicable)has approved the release of funds for the CDBG projects. c. Exempt or Categorically Excluded Projects 1) The Department may determine that some or all of the activities related to the CDBG projects contemplated by this Agreement are exempt pursuant to 24 CFR 58.34. In such an instance,the County will advise the Contractor, in writing, that it may commit funds for these activities as soon as programmatic authorization is received. 2) The Department may also determine that that some or all of the activities related to the CDBG projects contemplated by this Agreement are categorically excluded pursuant to 24 CFR 58.35,and therefore no EA or EIS will be required. In such an instance, the Department will advise the Contractor, in writing, of its determination,in order that the Contractor may commit funds for these activities. d. Before any CDBG funds may be obligated or utilized,the Contractor must receive: 1) A written determination of exemption from the Department; or 2) A written determination that the CDBG project is categorically excluded; or 3) A HUD Release of Funds and a certification from the Department. End of Article VII f 45 a Exhibits Exhibit 1 Suffolk County Payment Voucher Exhibit 2 County of Suffolk Consultant's Expense Summary Exhibit 3 County of Suffolk Consultant's Time Summary Exhibit 4 Code of Federal Regulations Exhibit 5 Sub recipient Contract Documentation Exhibit 6 Suffolk STAT KPIs/Performance Indicators, if applicable(not applicable) 46 I 4 a Exhibit 1 4 E SU.F'FOLK COUNTY PAYMENT VOUCHF-R 03 IVA* f V(ylly) k caer xr utxi ttmfudu Cgnt�} t _ tot svie i rxt t ?etia aEate Sieg Fin s i p ` C y4 Yk F ka asta C t"t7 f, : p d7 t4y .t Eaf 3Y 2t dot ' t? kttt 5 xs Tft4foll'cvw� tea $ I 0 21 041 :111:141 1: � I I A"6040 00*02ft i i i i PAYM—G MTC=! "ION: Apcot,a taw r -ori tf try Am!ct V�Kw cowiliva wottxrt::att'bX6wtkvl l r,¢ 1&s Jett;UT fw t twt`t br s Pawtm: og ,w crag;thtr dvt pn4vityrorrss 4 Arss Ow Ow cttanMtctg IN row lo*c bats wtiGW 4,is00,Hy dw*W owlo°z(hAt*%,z mitt zt� rt i with bw.tic e t#�s Jista ud�x wed 4wt paymm IN w tray , c frire ash g%r4 tlsa t fovv a una3 um 046--WOLU C V'Woo&of Loco tow w 1 s4oAA—W WOWPAyo&swi cli t uvboa �t€Ftxsxac rama Pit G toari tc 4 c Yi tt s x r t 47 Exhibit 2 CO'BUITAN'S MENSE SOW Y DEPARTMENT OF AU &CONTRO wFORK A&CI I 4 5 6 7 81 I3 .4 I ,tQ� bru 17 Is 1 1.0 21 , 8 19_ it I DUE you Wo RmW or?a* (AMCC ( Lbous�t AwdSuh i i , , i Sup 5i r er Er M0 a A exp a c db byr ci d lsmd r i e AL RMISMME CONSULT47TBE: Wmodby movia doig vimkr,d ip ,tu a Ab"MOREDSiWAUN 48 I Exhibit 3 COUM tt S OL COVKSULTAINM TIS S SIARY i E A TI �QFA ►T S C4T�GL- £IlfriAW108 C0NMTANI"SWAMEPMOGMUNC MOD MNG AL RAU I TOTAL VIA=ofSuff ember t7 FO —14 20 21 22 30 I t} } gg I i g [.................. a TOTAL RMWABLE CONSULTANT TLSu, Li AUMOMED SIGNATURE Exhibit 4 49 Code of Federal Regulations Title 24 - Housing and Urban Development Title: Section 570.502-Applicability of uniform administrative requirements. Context: Title 24-Housing and Urban Development. Subtitle B -Regulations Relating to Housing and Urban Development(Continued).Chapter V—Office of Assistant Secretary for Community Planning and Development, Department of Housing and Urban Development. Subchapter C—Community Facilities. PART 570—Community Development Block Grants. Subpart J-Grant Administration. § 570.502 Applicability of uniform administrative requirements. (a) Grantees and sub recipients shall comply with 2 CFR Part 200, "Uniform Administrative Requirements, Cost Principles,and Audit Requirements for Federal Awards,"except that: 1. Section 200.305 "Payment' is modified for lump sum drawdown for financing of property rehabilitation activities in accordance with §570.513. 2. Section 200.306"Cost sharing or matching"does not apply. 3. Section 200.307"Program income"does not apply. Program income is governed by §507.504. 4. Section 200.308 "Revisions of budget and program plans"does not apply. 5. Section 200.311 "Real property"does not apply, except as provided in §570.2000). Real property is governed by §570.505. 6. Section 200.313 "Equipment'applies,except that when the equipment is sold,the proceeds shall be program income. Equipment not needed by the sub recipient for CDBG activities shall be transferred to the recipient for the CDBG program or shall be retained after compensating the recipient. 7. Section 200.333 "Retention requirements for records"applies except that: i. For recipients: A. The period shall be 4 years from the date of execution of the closeout agreement for a grant,as further described in this part; B. Records for individual activities subject to the reversion of assets provisions at§570.503(b)(7)or the change of use provisions at§570.505 must be maintained for 3 years after those provisions no longer apply to the activity; C. Records for individual activities for which there are outstanding loan balances, other receivables,or contingent liabilities must be retained for 3 years after the receivables or liabilities have been satisfied. ii. For sub recipients: A. The retention period for individual CDBG activities shall be the longer or 3 years after the expiration or termination of the sub recipient agreement under §570.503, or 3 years after the submission of the annual performance and evaluation report,as prescribed in §91.520 of this title, in which the specific activity is reported on for the final time; B. Records for the individual activities subject to the reversion of assets provisions at§570.503(b)(7)or change of use provisions at§570.505 must be maintained for as long as those provisions continue to apply to the activity; and C. Records for individual activities for which there are outstanding loan balances, other receivables, or contingent liabilities must be retained until such receivables or liabilities have been satisfied. 8. Section 200.343 "Closeout"applies to closeout of sub recipients. [57 FR 33256,July 27, 1992, as amended by 59 FR 2738,Jan. 19, 1994; 60 FR 1916, Jan. 5, 1995; 60 FR 56915,Nov. 9, 1995; 80 FR 75937, Dec, 7,2015] 50 Exhibit 5 This space is intentionally left blank. Exhibit 5,"Sub recipient Contract Documentation"will be completed by the County,including information specific to this Contract,and be included as a necessary addendum to this Contract prior to execution. 51 ii i Exhibit 6 I Exhibit 6, "Suffolk STAT KPIs/Performance Indicators"will be developed by the County and Contractor,if applicable,including information specific to this Contract,and be included as a necessary addendum to this Contract prior to execution. I �I 52 REQUIRED DOCUMENTATION FOR SUBRECIPIENT CONTRACTS Granting Department: Federal Awarding Agency: Federal Award Identification Assistance Listing Suffolk County Department of U.S.Dept.of Housing and Number: Number and Title: Economic Development and Urban Development B-20-UC-36-0102 14.218 Planning Awarding Official Name and County Contract Number: Identify the dollar amount available Federal Award Date: Contact Information: 22-ED-093 under each Federal award and the 7/14/21 Steven Bellone Assistance Listing Number at time County Executive Suffolk County Subaward Period of of disbursement: H.Lee Dennison Building,Floor 12 Performance Start and End Hauppauge,NY 11788 Date: Federal Amount and%(this Subaward Budget 9/1/2020-8/31/2022 Assistance Listing Number): Period Start and End $160,00 Date: Federal Amount and%(other 9/1/2020-8/31/2022 Assistance Listing Number(s)):WA State Amount and%:N/A County Amount and%:N/A Subrecipient Name&Address Subrecipient's Unique Federal Funds Obligated by this Federal Funds Town of Southold Entity Identifier: Action: Obligated to 53095 Main Road 19-773-6387 $160,000 Subrecipient by County PO Box 1179 including current obligation: Southold,NY 11971 Research&Development Total Federal Award Committed to ❑Yes ®No Subrecipient by the County: $160,000 $160,000 Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs): N/A Approved federally recognized indirect cost rate negotiated between the subrecipient and the Federal Government or,if no such rate exists,either a rate negotiated between the pass-through entity and the Subrecipient(in compliance with this part),or a de minimis indirect cost rate as defined in§200.414 indirect(F&A)costs,paragraph(f): N/A Federal Award Project Description: Community Development Block Grant—CDBG-projects i Requirements 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: See Article V, "General Fiscal Terms and Conditions,"of attached Contract. 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: See Article V, "General Fiscal Terms and Conditions,"of attached Contract. I Close-Out Direction: See Article V,"General Fiscal Terms and Conditions,"of attached Contract. The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.332. I