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