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HomeMy WebLinkAboutOffice for the Aging 1r-M5*0o0o0000%477-IIIC NUTRITION C/A•Ref. AG004M/0003-99YB EXTENSION AGREEMENT No. 001-6-1g0-1-R80-g5U4-0001q THIS IS AN EXTENSION of AGREEMENT No. 01-6772-498-45-00019, last dated March 6, 1995 (the "Agreement") between the COUNTY OF SUFFOLK ("COUNTY") , a municipal corporation of the State of New York, having its principal office at the County Center, Riverhead, New York 11901, acting through its duly constituted OFFICE FOR THE AGING ("AGING") , located at 395 Oser Avenue, Hauppauge, New York 11788-3631; and TOWN OF SOUTHOLD ("CONTRACTOR") , a New York municipal corporation having its principal place of business at 53095 Main Road, P.O. Box 1179, Southold, New York 11971. The parties hereto desire to extend the term of the Agreement from December 31, 1996 through December 31, 1997, and the period January 1, 1997 through December 31, 1997 is referred to as the "Budget Period" . Sufficient funding exists in the 1997 Suffolk County Operating Budget. TERM OF AGREEMENT: Shall be January 1, 1995 through December 31, 1997 unless extended (but in no event beyond December 31, 1999) or terminated, as provided in Exhibit A to the Agreement . TOTAL COST OF AGREEMENT FOR THE BUDGET PERIOD: Shall not exceed $96, 710. TERMS AND CONDITIONS: Shall be as set forth in Exhibit A-1997 attached. Except as herein amended, all other representations, terms and conditions of said Agreement, including any and all amendments or budget modifications executed prior to the date hereof, are hereby ratified and confirmed to be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the latest date written below. TOWUTHOLD COUNTY O OFOK 4/1 /97 //Y? ;? by: JEAN COCHRAN Date by:ERIC K Date Supervisor Chief pcoFuty County Executive APPROVED AS TO FORM, NOT REVIEWED AS TO EXECUTION: APPROVED: ROBERT J. CIMINO Suffolk County Attorney 7 TOBY H. WILES Date by:ROBERTSON HATCH Date Director Assistant County Attorney OFFICE FOR THE AGING AG4(5/94B) EXHIBIT A-1997 1. The Term of Agreement paragraph on page 1 of the Agreement is amended to read as set forth on the cover page of this Extension Agreement. 2. For the Budget Period, the poverty threshold in paragraph F of REPORTING REQUIREMENTS on page 4 of Attachment 1 to the Agreement is hereby amended to read as follows : Size of Family Unit Poverty Threshold 1 $ 7,740 2 $ 10,360 3 . The Budget (including Payment Schedule, if any) annexed hereto as Attachment 2-1997 is made part of the Agreement for the Budget Period. 4 . The third indented subparagraph of paragraph 19 of the Agreement is amended as of the latest date of signature on the cover page of this Amendment to read in its entirety as follows : WORKERS ' COMPENSATION and EMPLOYERS LIABILITY INSURANCE in compliance with all applicable New York State laws and regulations and DISABILITIES BENEFITS INSURANCE if required by law and shall have furnished to the COUNTY prior to its execution of this Agreement the documentation required by the State of New York Workers ' Compensation Board of coverage or exemption from coverage persuant to §§ 57 and 220 of the Workers ' Compensation Law. In accordance with General Municipal Law § 108, this Agreement shall be void and of no effect unless the CONTRACTOR shall provide and maintain coverage during the term of this Agreement for the benefit of such employees as are required to be covered by the provisions of the Workers ' Compensation Law. 5 . Effective as of the latest date of signature on the cover page of this Amendment, the following provisions are made part of the Agreement. INCIDENT REPORTING: The CONTRACTOR agrees to provide AGING with reports of all instances of claims, costs, damages, and injuries to persons or property of whatsoever kind arising out of services provided under this Agreement. All such notifications should be given to AGING immediately after the incident, if possible, but in no case longer than five (5) days after the incident. The CONTRACTOR further agrees to send AGING copies of all "notices of claim" relating to the program covered in this Agreement. AG4(5/94B) Page 1 of 2 Pages r 6 . Effective as of the latest date of signature on the cover page of this Extension Agreement, the following is added to paragraph 2 on page 1 of Attachment 1 to the Agreement: All nutrition programs which cook on site must hold a complete sample of each day' s meal(s) , including all components except milk and bread, in the refrigerator for 5 days for testing purposes . All nutrition programs which serve catered meals must hold a complete sample of each day' s meal(s) , including all components except milk and bread, if possible, or hold 3 tablespoons of each meal component, in the refrigerator for 5 days for testing purposes. 7. Effective as of the latest date of signature on the cover page of this Extension Agreement, the provisions headed "Monthly Program Reports" and "Monthly Fiscal Reports" on page 2 of Attachment 1 to the Agreement are amended to read as follows : Monthly Program Reports Copies of the participant daily sign-in sheets must be received in AGING by the eighth day following month's end. The units of service/unduplicated count report (Nutrition and S.N.A.P. Services) is due the eighth day following month' s end. The food cost report, SCOFA Form NPAG 6, which applies to sites that buy and prepare food, is due the eighth day following month' s end. The activity report is due one week prior to the month reported. Menu forms are due four weeks prior to the serving cycle. Monthly Fiscal Reports SCOFA Forms NPAG 2 (congregate) , NPAG 3 (home delivered) , NPAG 4 and NPAG 5 are due the eighth day following month' s end. NPAG 4 and 5 are to be signed in ink by the site manager where indicated. 8 . The CONTRACTOR represents and warrants that it has not offered or given any gratuity to any official, employee or agent of Suffolk County or New York State or of any political party, with the purpose or intent of securing an agreement or securing favorable treatment with respect to the awarding or amending of an agreement or the making of any determinations with respect to the performance of an agreement, and that the signer of this Extension Agreement has read and is familiar with the provisions of Local Law No. 32-1980 of Suffolk County (Chapter 386 of the Suffolk County Code) . AG4(5/94B) Page 2 of 2 Pages ATTACHMENT 2-1997 TOWN OF SOUTHOLD IIIC NUTRITION PROGRAM 1/1/97 - 12/31/97 TOTAL Cl C2 PERSONNEL 81, 000 15,250 65, 750 Site Manager 32, 000 8,000 24, 000 Cook 19, 000 4,750 14,250 Drivers 10, 000 2,500 7,500 Outreach Worker 20, 000 -0- 20, 000 FRINGE 6 , 118 1,530 4 ,588 Fringe 6, 118 1,530 4,588 FOOD 97, 592 24 ,398 73 , 194 Food 97, 592 24,398 73, 194 TOTAL BUDGET 184, 710 41, 178 143, 532 Less Anticipated Income 88, 000 22, 000 66, 000 NET REIMBURSEMENT 96, 710 19, 178 77,532 SCHEDULE OF PAYMENTS: 1/1/97 Advance of two-twelfths (2/12ths) of the budget. - 2/28/97 Reimbursement for actual expenses of 1/1 through 1/31/97 less 1/12 of January 1, 1997 advance. 3/31/97 Reimbursement for actual expenses of 2/1 through 2/28/97 less 1/12 of January 1, 1997 advance. 4/30/97 Reimbursement for actual expenses of 3/1 through 3/31/97 less 1/12 of January 1, 1997 advance. 5/31/97 Reimbursement for actual expenses of 4/1 through 4/30/97 less 1/12 of January 1, 1997 advance. 6/30/97 Reimbursement for actual expenses of 5/1 through 5/31/97 less 1/12 of January 1, 1997 advance. 7/31/97 Reimbursement for actual expenses of 6/1 ,through 6/30/97 less 1/12 of January 1, 1997 advance. 8/31/97 Reimbursement for actual expenses of 7/1 through 7/31/97 less 1/12 of January 1, 1997 advance. 9/30/97 Reimbursement for actual expenses of 8/1 through 8/31/97 less 1/12 of January 1, 1997 advance. 10/31/97 Reimbursement for actual expenses of 9/1 through l 9/30/97 less 1/12 of January 1, 1997 advance. 11/30/97 Reimbursement for actual expenses of 10/1 through 10/31/97 less 1/12 of January 1, 1997. 12/31/97 Reimbursement for actual expenses -of 11/1 through 11/30/97 less 1/12 of January 1, 1997 advance. 1/31/98 Depletion of initial advance and adjustments for actual expenses 12/1 through 12/31/97. Payment dates above are approximate, depending upon date of receipt of vouchers and approval of expenses. IIIC NUTRITION # 01-6772-498-45-00019MYG AGREEMENT THIS AGREEMENT is between the COUNTY OF SUFFOLK ("COUNTY") , a municipal corporation of the State of New York, having its principal office at the County Center, Riverhead, New York 11901, acting through its duly constituted OFFICE FOR THE AGING ("AGING") , located at 395 Oser Avenue, Hauppauge, New York 11788-3631; and TOWN OF SOUTHOLD ("CONTRACTOR") , a New York municipal corporation, having its principal place of business at 53095 Main Road, P.O. Box 1179, Southold, New York 11971. The parties hereto desire to make a senior citizens ' nutrition program available to , the COUNTY, and sufficient funding exists in the 1995 Suffolk County Operating Budget. TERM OF AGREEMENT: . Shall be January 1, 1995 through December 31, ' 1995 unless extended (but in no event beyond December 31, 1999) or terminated, as provided in Exhibit A attached. TOTAL COST OF AGREEMENT:. Shall not exceed $96, 710 . TERMS AND CONDITIONS: Shall be as set forth in Eihibit A attached. IN TNESS WHEREOF, the parties hereto have executed this Agreem as o th latest date written below. TOWN SOUTH L COUNTY OF SUFFOLK by: T MAS WICKHAM by: ERI A. K Supervisor Chief D2porty County Executive Date: February 7, 1995 Date: Ira I !F' APPROVED AS TO FORM, NOT APPROVED: REVIEWED AS TO EXECUTION: ROBERT J. CIMINO Suffolk County Attorney ATRICIA LUNETTA Director by: ROBERTSON HATCH OFFICE FOR THE AGING Assistant County Attorney Date: 3 0� Date: AG4(5/94) Page 1 of 12 pages 1 1 EXHIBIT A 1. SERVICES TO BE PERFORMED: The parties hereto desire to make available to the elderly of Suffolk County nutrition services as a component of a comprehensive aging program. To accomplish that general purpose, the duties of the CONTRACTOR under this Agreement shall be to provide a program for elderly residents of Suffolk County, as more particularly described in Attachment 1, which is made part of this Agreement for the Budget Period to which it relates and for any Budget Period thereafter unless it is modified by extension agreement or amendment. The CONTRACTOR shall perform such services as may be necessary to accomplish the work required to be performed under and in accordance with this Agreement. The CONTRACTOR specifically represents and warrants that it has and shall possess, and that its employees, agents and subcontractors have and shall possess, the required education, knowledge, experience and character necessary to qualify them individually for the particular duties they perform. 2 . COUNTY SUPERVISION: The nature and extent of the services provided pursuant to this Agreement shall be subject to the general supervision of AGING. The CONTRACTOR shall conduct said services in a skillful manner and to the best of its ability and agrees to comply fully with the rules and regulations of the New York State Office for the Aging and with the rules, regulations, criteria, and guidelines for expenditure controls heretofore adopted or to be adopted by the COUNTY, New York State and the Federal government pursuant to law. AGING shall be the sole arbiter of performance under this Agreement. 3 . TERM OF AGREEMENT: This Agreement shall cover the period provided on the first page thereof, unless extended or terminated as provided below. 4 . REPORTS: The CONTRACTOR shall submit reports as reasonably requested by the COUNTY. Such reports shall include but not be limited to activities, progress and accomplishments regarding the program. 5 . COST AND TOTAL AMOUNT OF AGREEMENT: In consideration of the CONTRACTOR's faithfully complying with all of the covenants set forth in this Agreement, the COUNTY shall compensate the CONTRACTOR a total sum not to exceed the amount provided on the first page of this Agreement or of any extension agreement or amendment, to be paid according to the Budget annexed as Attachment 2-1995 hereby made part of this Agreement and any subsequent or amended budget made part of this AG4(5/94) Page 2 of 12 pages Agreement by extension agreement or amendment, each of which is referred to in this Agreement as the "Budget" for the period to which it relates (the "Budget Period") . 6. BUDGET & METHOD OF PAYMENT: The COUNTY shall pay the CONTRACTOR monthly for services provided and costs incurred pursuant to this Agreement in accordance with the Budget on receipt of monthly claims, accompanied by appropriate reports and documentation providing acceptable evidence in support of said services, in such form as prescribed by the COUNTY and after audit and approval by the COUNTY. Payments shall be made only for services actually performed and for reimbursement of expenses actually paid prior to the date of claim submission. No claims shall be payable until the CONTRACTOR complies with all the requirements in this Agreement that should have been complied with on or before submission of such claims. All claims and forms must be signed in ink by duly authorized persons, and certification of such authorization with certified specimen signatures thereon must be filed with the COUNTY by a CONTRACTOR official empowered to sign this Agreement. Any changes in the total amount of the Budget shall require a written amendment to this Agreement signed by the parties hereto. Modifications of any other items in the Budget may be made upon written request in advance by the CONTRACTOR to AGING on forms prescribed by AGING and after receipt by the CONTRACTOR of signed approval on said forms by the Director of AGING or her designee and by the County's Budget Director. The CONTRACTOR agrees that expenditures shall conform to applicable provisions of law and customary prevailing governmental practices and standards . If the funds provided under this Agreement are subject to reimbursement in whole or in part by federal or state agencies, the COUNTY will not pay the CONTRACTOR for any services or expenses that are not allowed reimbursement to the COUNTY by federal or New York State agencies, and the CONTRACTOR shall repay to the COUNTY any such payments previously made. The amount of the Total Cost of the Agreement to be paid by the COUNTY as set forth on the cover page of this Agreement or of any extension or amendment thereof shall constitute the full obligation of the COUNTY in connection with this Agreement for the Budget Period. If the program of the CONTRACTOR which is the subject of this Agreement is funded in whole or in part by contracts with other governmental agencies, it is agreed that the funds of the COUNTY under this Agreement shall be refunded to the COUNTY to the extent that the local funding from all such sources exceeds the total expenditures of the CONTRACTOR for the program. The COUNTY agrees to pay the CONTRACTOR monthly for actual costs up to the maximum agreed amount incurred pursuant to this Agreement upon receipt of monthly claims, in such form as prescribed by the COUNTY, subject to any adjustments an audit by authorized personnel of the COUNTY, New York State or Federal government may show. All monthly claims for payment are to be submitted within ten (10) days after the close of the month in which the service was rendered or the expenditure was made, with the exception of AG4(5/94) Page 3 of 12 pages the final month of the Budget Period, for which the claim shall be filed on or before the last day of the month following the Budget Period. Notwithstanding the foregoing provisions, if a payment schedule is annexed to the Budget, an amount equal to two-twelfths (2/12ths) of the Total Cost of the Agreement for the Budget Period shall be advanced to the CONTRACTOR for guarantees of availability of services and as consideration. Unless the payment schedule provides otherwise, one-twelfth (1/12th) of the advance shall be recouped by deduction from the approved amount of actual expenses for each month of the Budget Period, as more particularly provided in the payment schedule and, with regard to the last month of the Budget Period, in the subparagraphs below headed, "Final Voucher" . Payments by the COUNTY shall be made within thirty (30) days after approval by the Comptroller of the County of Suffolk. Final Voucher: Upon termination or expiration of this Agreement, or prior to the payment of reimbursement for actual expenses of the last month of the Budget Period, or prior to any payment for a subsequent Budget Period or under a subsequent agreement between the parties, a determination shall be made of the total amount of the payments (initial advance plus reimbursements, net of recoupments of advance) made during the Budget Period and the total amount of the allowable expenditures (net of program income or other deductions) incurred during the same Budget Period. The determination shall result in one of the following: 1) If the CONTRACTOR' s total net expenses are greater than the total amount of the payments made during the Budget Period, the claim form will be processed for the balance due the CONTRACTOR. 2) If the CONTRACTOR' s total net expenses are less than the total amount of the payments made during the Budget Period, the CONTRACTOR shall prepare a check payable to the order of the Suffolk County Treasurer for the difference between the two amounts and promptly deliver such check to the COUNTY with a claim form (standard COUNTY voucher) describing the repayment. 7. VOUCHERS: Monthly vouchers shall be submitted directly to the Suffolk County Office for the Aging located at 395 Oser Avenue, Hauppauge, New York 11788-3631. 8 . FINAL REQUEST FOR PAYMENT: A final claim for payment shall be submitted no later than thirty (30) days after the end of each Budget Period, unless otherwise directed by the COUNTY. AG4 (5/94) Page 4 of 12 pages 9 . REPORTING REQUIREMENTS & RECORDS OF ACCOUNT: The CONTRACTOR shall maintain separate records of account concerning all costs incurred by the CONTRACTOR in the performance of this Agreement and all income relating to the program funded under this Agreement and consents to audit and inspection by the COUNTY, New York State and the Federal Government of all facilities, books and other financial and statistical data, whether related to this Agreement or otherwise (in the case of towns or other municipal corporations, only as they relate 'to this Agreement) . Such records shall be maintained for a period of seven (7) years from the date of termination or expiration- of this Agreement. Specific records shall be kept as to the hours of all personnel. - The CONTRACTOR shall comply, for the program funded under this Agreement, with the "Regulations for Accounting Procedures for Contract Agencies, " promulgated by the Department of Audit and Control of Suffolk County, and any amendments during the Term of this Agreement. 10 . AGREEMENT SUBJECT TO APPROPRIATION OF FUNDS: This Agreement is subject to the amount of funds appropriated and any subsequent modifications thereof by the Suffolk County Legislature, and no liability shall be incurred by the COUNTY under this Agreement beyond the amount of funds appropriated by the Legislature for the program covered by this Agreement. 11. PROGRAM DEPENDENT UPON STATE AND/OR FEDERAL FUNDING: The funds to be furnished by the COUNTY under this Agreement are principally State and/or Federal funds. If at any time, the State or Federal government shall reduce support of this program, the COUNTY may terminate this Agreement by giving such notice to the CONTRACTOR as is given to the COUNTY by the State or Federal government. 12. COST REDUCTION: The CONTRACTOR agrees that where a minimum level of service is not provided as set forth in Attachment 1, the COUNTY may require a reduction of CONTRACTOR staff and other cost factors or may terminate this Agreement after giving sufficient notice in accordance with paragraph 21. 13 . CERTIFICATE OF INCORPORATION: The CONTRACTOR (if not a town or other municipal corporation) shall provide the COUNTY with a certified copy of CONTRACTOR's certificate of incorporation and bylaws, as amended, to the extent not on file with AGING, and any amendments during the term of this Agreement. AG4(5/94) Page 5 of 12 pages 14 . NONDISCRIMINATION AND AFFIRMATIVE ACTION IN EMPLOYMENT: The CONTRACTOR agrees 1_n connection with the performance of this Agreement as follows: ' a) The CONTRACTOR shall not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability, Vietnam Era Veteran status or marital status, and will undertake or continue existing programs of affirmative action to ensure that women and minority group members are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, s employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation. b) The CONTRACTOR shall require each employment agency, labor union or authorized representative of workers, with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability, Vietnam Era Veteran status or marital status and that such union or representative will affirmatively cooperate in the implementation of the CONTRACTOR' s obligations herein. c) The CONTRACTOR shall state, in all solicitations or advertisements for employees, that, in the performance of this Agreement, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability, Vietnam Era Veteran status or marital status. 15. NONDISCRIMINATION IN SERVICES: CONTRACTOR shall not discriminate against any participant assigned to the CONTRACTOR on the grounds of race, creed, color, handicap, national origin, sex, age or marital status . In addition to the other activities set forth in this Agree- ment, 'pursuant to S 306(a) (5) (A) (ii) of the Older Americans Act, as added by P. L. 100-175, the CONTRACTOR shall (a) specify how the CONTRACTOR intends to satisfy the service needs of low-income minority individuals in the area served by the CONTRACTOR; and (b) attempt to provide services to low-income minority individuals in at least the same proportion as the population of low-income minority older individuals bears to the population of older individuals of the area served by the CONTRACTOR. 16. WORK EXPERIENCE PARTICIPATION: If the CONTRACTOR is a nonprofit agency or institution, each of the CONTRACTOR's locations at which services are provided under this Agreement shall be a work site for public-assistance clients of Suffolk County pursuant to Local Law No. 15-1993 at AG4(5/94) Page 6 of 12 pages all times during the term of this Agreement. If no Memorandum of Understanding ("MOU") with the Suffolk County Department of Labor for work experience is in effect at the beginning of the term of this Agreement, the CONTRACTOR, if it is a nonprofit agency or institution, shall enter into such MOU as soon as possible after the execution of this Agreement and failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to perform in accordance with this Agreement, for which the COUNTY may withhold payment, terminate this Agreement or exercise such other remedies as may be appropriate in the circumstances. 17. ASSIGNMENT: The- CONTRACTOR agrees -not to assign`, transfer, convey, subcontract or otherwise dispose of this Agreement, or any of its right, title or interest therein, or its power to execute this Agreement, or assign all or any portion of the monies that may be due or become due thereunder, to- any other person or corporation, without the prior consent in writing of the COUNTY, and any attempt to do any of the foregoing without such consent shall be of no effect. 18 . INDEPENDENT CONTRACTOR: It is expressly agreed that the CONTRACTOR's status hereunder is that of an independent CONTRACTOR. Neither the CONTRACTOR nor any person hired by the CONTRACTOR shall be considered employees of the COUNTY for any purpose. 19 . INSURANCE AND INDEMNIFICATION CLAUSES: The CONTRACTOR agrees to procure, pay the entire premium for and maintain throughout the term of this - Agreement insurance in amounts and types specified by the COUNTY. Unless otherwise specified by the COUNTY and agreed to by the CONTRACTOR, in writing, such insurance will' be as follows: Commercial General Liability insurance, including contrac- tual coverage, in an amount not less than One Million Dollars ($1,000, 000.00) combined single limit for bodily injury, and property damage per occurrence. Automobile Liability insurance (if any vehicles are to be used in performing services under this Agreement) in an amount not less than Three Hundred Thousand Dollars ($300,000 . 00) combined single limit for bodily injury and property damage per occurrence. Workers ' Compensation and Employer' s Liability insurance in compliance with all applicable New York State laws and regulations and Disability Benefits insurance if required by law. In accordance with General Municipal Law §108, this Agreement shall be void and of no effect unless the CONTRACTOR shall provide and maintain coverage during the term of this Agreement for the benefit of such employees as are required to be covered by the provisions of the Workers ' Compensation Law. AG4(5/94) Page 7 of 12 pages Fidelity Bonds providing comprehensive coverage, in an amount not less than , the greater of (i) Five Thousand Dollars ($5,000) or (ii) the amount of the advance to the CONTRACTOR under this Agreement, against dishonesty, disappearance and destruction of money and securities for all personnel who have access to or sign checks, or have care, - custody or control of funds or property entrusted to the CONTRACTOR under the terms of the Agreement. All policies providing such coverage shall ,be issued by insurance companies acceptable to the COUNTY. The CONTRACTOR shall furnish to the COUNTY certificates of insurance or, on request, original policies, evidencing compliance with the aforesaid insurance requirements . In the case of general liability insurance and of automobile liability insurance (if any) , such certificates shall name the County of Suffolk as an additional ' insured. In the event that the CONTRACTOR is a town or other municipal corporation and has a self-insurance program under which it acts as a self-insurer for any of such required coverage, it may provide self-funded coverage and certificates or other evidence of such self-insurance in lieu of insurance issued by insurance companies . All such certificates or policies shall provide for the County of Suffolk to be a certificate holder and to be notified in writing thirty (30) days prior to any cancellation, nonrenewal or material change. Such certificates, policies and notices shall be mailed to AGING at its address at the head of this Agreement. Furthermore, the CONTRACTOR shall indemnify and hold harmless the COUNTY, its consultant (if any) , employees, agents and other persons from and against all losses, claims, costs, judgments, liens, encumbrances and expenses, including attorney' s fees, by reason of liability imposed by law for damage because of bodily injury, including death at any time resulting therefrom, sustained by any person or persons, or on account of damage to property, arising out of the acts or omissions or negligence ' of the CONTRACTOR, its agents, employees or subcontractors or of other persons, in connection with the services described or referred to in this Agreement, even if such injuries to persons or damage to property are due, or are claimed to be due, to passive negligence of the COUNTY, its employees,- agents or subcontractors or other persons, except only in cases of the COUNTY's sole active negligence. 20 . PUBLICATIONS: The CONTRACTOR shall not issue or publish any book, article, announcement, report or other publication relating to the subject program without prior written permission from the COUNTY. Any such publication shall bear a statement acknowledging the cooperation and/or funding by the County of Suffolk - Robert J. Gaffney, County Executive. AG4(5/94) Page 8 of 12 pages 21. TERMINATION RIGHTS: If the CONTRACTOR fails to fulfill in a timely and proper manner its obligations under this Agreement, or if the COUNTY shall deem it in its best interest to terminate this Agreement, or its obligation with respect to any identifiable part of the program to which it relates, it shall have the right to do so providing that no such termination shall be effective unless the CONTRACTOR is given ten (10) calendar days written notice of intent to terminate, delivered personally or by certified mail, return receipt requested. The CONTRACTOR may terminate this Agreement, at its option, by giving sixty (60) days prior written notice to the COUNTY by registered or certified mail . 22 . LOCAL LAW #32-1980: The CONTRACTOR represents and warrants that it has not offered or given any gratuity to an official, employee or agent of Suffolk County or New York State or of any political party with the purpose or intent of securing favorable treatment with respect to the awarding or amending of an agreement or the making of any determinations with respect to the performance of an agreement, and that the signer of this Agreement has read and is familiar with the provisions of Local Law #32-1980 of Suffolk County (Chapter 386 of the Suffolk County Code) . 23 . LOCAL LAW #14-1976 : The CONTRACTOR represents and warrants that, unless exempt, it has filed with the Comptroller of Suffolk County the verified public disclosure statement required by Local Law No. 14 of 1976, as � amended (§ A5-7 of the Suffolk County Code) and shall file an updated such statement with the said Comptroller on or before the 31st day of January in each year of this Agreement ' s duration. The CONTRACTOR acknowledges that such filing is a material, contractual and statutory duty and that the failure to file such statement shall constitute a material breach of this Agreement, for which the COUNTY shall be entitled, upon a determination that such breach has occurred, to damages, in addition to all other legal remedies, of fifteen percent (15%) of the amount of the Agreement. 24 . CERTIFICATION REGARDING LOBBYING: Together with this Agreement and as a condition precedent to its execution by the COUNTY, if this Agreement is a Federally funded Title III Agreement (see Attachment 1) and if payment under this- Agreement may exceed $100,000, the CONTRACTOR shall have executed and delivered to AGING the Certification Regarding Lobbying required by Federal regulations, shall promptly advise the COUNTY of any material change in any of the information reported on such Certification and shall otherwise comply with, and shall assist the COUNTY in complying with, said regulations as now in effect or as amended during the Term of this Agreement. AG4 (5/94) Page 9 of 12 pages 25. AUDIT REQUIREMENTS FOR RECIPIENTS OF FEDERAL FUNDS: All non-profit agencies that receive more than $25,000 of federal moneys directly, or passed through from New York State or Suffolk County, during each fiscal period, must have an audit conducted in accordance with OMB Circular A-133 . Furthermore, all municipalities receiving more than $25,000 of federal moneys directly, or passed through from New York State or Suffolk County, during each fiscal period, must have an audit conducted in accordance with OMB Circular A-128. Audits must be conducted by an independent CPA firm, and a copy of the resultant audit reports must be submitted to AGING and to the County Comptroller, H. Lee Dennison Building, Veterans Memorial Highway, Hauppauge, New York 11788. In addition, the reports must also be transmitted to the cognizant federal agency as described in the OMB Circular. The reports must be submitted within thirty (30) days after completion of the audit, but no later than thirteen (13) months after the end of the agency' s fiscal period. These requirements do not preclude the Suffolk County Comptroller or his authorized representative from auditing the records of the agency or the municipality; therefore, the records of the agency or the municipality must be made available to the Suffolk County Comptroller or his authorized representa- tive for that purpose. 26 . QUALIFICATIONS OF PERSONNEL: The CONTRACTOR agrees that it will provide the COUNTY with relevant policies regarding the personnel qualifications for professional employees and that these policies shall be subject to approval by the COUNTY. 27. CONTRACTOR' S STAFF: AGING shall have the right to prior approval of the filling of any position now vacant or hereafter becoming vacant and may, in exercise of that right, promulgate reasonable regulations involving position control, which shall, when promulgated, be deemed to be incorporated by reference in and made part of this Agreement. Attachment 4 establishes the current procedure for approval of such staff and may be modified in the event of notification under a COUNTY budget deficiency plan as provided below. 28 . SALARY INCREASES: No salary, wage or other compensation for services shall be increased over the amount stated in the Budget without the prior written approval of the COUNTY. AG4(5/94) Page 10 of 12 pages 29 . BUDGET DEFICIENCY PLAN: The COUNTY has imposed and may impose budget deficiency plan(s) . Upon written notification from AGING, the CONTRACTOR shall comply with the same restrictions as are imposed upon AGING, a copy of which will be furnished with such notification and shall thereupon be deemed to be incorporated by reference in and made part of this Agreement. 30. ATTACHMENTS: The following attachments are made part of .this Agreement: Attachment Subiect 1. Program Narrative and Special Clauses (if any) 2. Budget (including Payment Schedule, if, any) 3• Furniture, Equipment, Fix- tures and Supplies (if such items are included in Budget, Attachment 2) 4. Contractor's Staff 31. EXTENSION OF TERM: The services of the CONTRACTOR under this Agreement shall be subject to review by AGING not less often than annually. If AGING, in its sole discretion, is satisfied with the CONTRACTOR's services, AGING shall so notify the CONTRACTOR in writing not less than thirty (30) days before the expiration of the term (including any extension thereof) and the parties shall negotiate an Extension Agreement, which shall take effect for the extension period specified therein upon signature on behalf of the COUNTY. Such Extension Agreement shall include Attachment 1-1996, Attachment 1-1997, Attachment 1-1. 998 or Attachment 1-1999 (if needed, to modify the program and special clauses, if any) and Attachment 2-1996, Attachment 2-1997, Attachment 2-1998 or Attachment 2-1999, Budget (including, if applicable, Payment Schedule) for the extension period, and such other modifications of the Agreement as may be agreed upon between the parties. 32. PARTIAL INVALIDITY; NO WAIVER: It is expressly agreed that if any term or provision of this Agreement, or the application thereof to any person or circumstance, shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and every other term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law. AG4(5/94) Page 11 of 12 pages No waiver shall be inferred from any failure or forbearance of the COUNTY to enforce, axiy provision of this Agreement in any particular instance or instances, but the same shall otherwise remain in full force and effect notwithstanding any such failure or forbearance. 33. " ENTIRETY OF AGREEMENT; NO ORAL CHANGES: It is expressly agreed that this Agreement represents the entire agreement of_ the parties; that all previous understandings are merged in- this Agreement; and that no modification of this Agreement shall be valid unless written and - executed by both parties. END OF TEXT AG4(5/94) Page 12 of 12 pages ATTACHMENT 1 TOWN,OF SOUTHOLD IIIC NUTRITION PROGRAM 1/1/95 - 12/31/95 The CONTRACTOR shall provide nutrition program(s) consisting of congregate and/or home-delivered meals, transportation and supportive services for _ Suffolk County residents 60 years of age and older (a "Program") as set forth in Title III of the Older Americans Act and in accordance with the rules and regulations of the Administration ' on Aging, United States Department of Health and Human Services. The CONTRACTOR shall furnish 69 congregate and 107 home delivered meals Monday through Friday, one meal a day that meets 1/3 of the recommended dietary allowance. Special low salt and basic diabetic diets must be provided to those clients requiring such upon physician' s order. The meal pattern and the amounts must follow those set forth by the New York State Office for the Aging. All aspects of food preparation and service must meet the standards of the Suffolk County Department of Health Services, e.g. , safe temperature of food -- hot entree always served at a minimum of 1400 F, salad and other cold items served A 420 F or below. It is the responsibility of the CONTRACTOR to have the following identifying logo in equal sized lettering on any printed materials and on all brochures, flyers, and advertisements (including without limitation television graphics) , and on all vehicles purchased with Older Americans Act funds : Funding provided by the Suffolk County Office for the Aging and the U.S. Dept. of Health and Human Services through the New York State Office for the Aging Any announcements of the IIIC Nutrition program on radio or television must identify funding by the Suffolk County Office for the Aging and the U.S. Department of Health and Human Services. Attendance by site managers at the New York State Conference on Aging Training and New Trends (TNT) , the site managers meetings and training sessions is mandatory. Transportation to these meetings must be accomplished without decreasing transportation services to the program. AGING's assessment forms are to be completed within five days of a participant's enrollment in the program and are to be kept on file at the nutrition site. The CONTRACTOR shall cooperate in AGING' s periodic physical verification of cash, food, equipment, supplies and other assets of the program. The CONTRACTOR must establish a formal system of soliciting comments from the participants concerning meals, transportation and supportive services. Page 1 of 5 pages The CONTRACTOR shall comply, and shall require its officers and directors, partners, trustees or other members of its governing body, and personnel employed to render services under this Agreement, to comply with all applicable rules, regulations and requirements of law, including without limitation, the Americans with Disabilities Act, the applicable Policy and Procedure Manual issued by AGING, receipt of a copy of which is acknowledged, and the Technical Assistance Packet, receipt of a copy of which is acknowledged. The following forms and reports are required by the COUNTY to meet the standards of the Title IIIC Nutrition Program: Monthly Program Reports Copies of the participant daily sign-in sheets must be received in AGING by the tenth day following month' s end. The units of service/unduplicated count report (Nutrition and S.N.A.P. Services) is due the tenth day following month' s end. The food cost report, SCOFA Form NPAG 6, which applies to sites that buy and ' prepare food, is due the tenth day following month' s end. The activity report is due one week prior to the month reported. Menu forms are due four weeks prior to the serving cycle. Monthly Fiscal Reports SCOFA Forms NPAG 2 (congregate) , NPAG 3 (home delivered) , NPAG 4 and NPAG 5 are due the tenth day following month' s end. NPAG 4 and 5 are to be signed in ink by the site manager where indicated. TITLE IIIC1 CONGREGATE MEAL PROGRAM The CONTRACTOR must provide participant transportation as needed and supportive services as appropriate to the needs and abilities of each participant. Supportive services mean education and training, information and referral, outreach, public information, recreation, shopping assistance, socialization and volunteer activities . When viewed as a whole, transportation services must be accessible to people with disabilities as required by the Americans with Disabilities Act of 1990 (P.L. 101-336) and the regulations thereunder (49 CFR Part 37) . The site manager shall work closely with AGING' s staff and other local agency staff to provide a full array of supportive services for participants. The CONTRACTOR must provide a locked box or envelopes for the suggested meal donations of the participants in order to protect the confidentiality of program participants ' identities and the Page 2 of 5 pages amount which they contribute. The program will develop a Site Council which will decide- the amount of suggested donation. All sites must post the suggested contribution for program participants . Price of the meal for guests must be -posted. The above two amounts are to be posted near the locked box. , The CONTRACTOR must abide by standards- set forth under both Section 504 of the Rehabilitation Act of 1973 and the Americans with Di-sabilities Act of 1990 (P.L. 101-336) and the regulations ' thereunder (28 CFR Parts 35 and 36) which require that all programs , and facilities (buildings, bathrooms, etc. ) must be accessible to the handicapped. The nutrition site shall be open Monday through Friday, fully staffed, during regular business hours based on local need and available funding. Holiday schedules are to be posted one month in advance at the nutrition site. The CONTRACTOR shall submit copies of all holiday schedules and staff vacations to AGING. TITLE IIIC2 HOME DELIVERED MEAL PROGRAM The packaging of meals must meet the standards of the Suffolk County Department of Health Services. Aluminum foil partitioned plates are recommended. In order to maintain safe food, temperatures in delivery, equipment approved by 'the National Sanitation Foundation must be purchased. Menus, whenever possible and feasible, should be sent to the clients . The CONTRACTOR must provide supportive services to the homebound client according to his or - her specific needs . The frequency of the supportive services will be determined by the individual assessment. Nutritional counseling and education must be included in this service. The CONTRACTOR must provide envelopes for the suggested meal donations of the participants in order, to protect the confidentiality of the program participants ' identities and the amount which they contribute. The CONTRACTOR shall provide a meal for those holidays that fall on a week day. The holiday meals may be frozen, canned, etc. In addition, an emergency supply of food should be made available twice a year for weather related emergencies . A list of suggested food items is available from AGING. REPORTING REQUIREMENTS: The CONTRACTOR must at a minimum determine and maintain the following specific type of demographic information for each individual receiving services: A) Name. B) Sex. Page 3 of 5 pages C) Age. D) Disabled/Frail . Disabled - Any person who has a physical or mental impairment which substantially limits one or more major life activities, has a record of such impairment, ' or is regarded as having such an impairment. This includes alcoholism and drug addiction. Frail - A person with one or more functional deficits in the following areas : physical functions; mental functions; activities of daily living (ADL)- (eating, bed/chair transfer, dressing, bathing, toileting and continence) ; instrumental activities of daily living (IADL) (meal preparation, housekeeping, shopping, medications, telephone, travel and money management) . E) Live Alone. F) Low Income - The need resulting from an income level at or below the poverty threshold as established by the Bureau of the Census as follows: Size of Family Unit Poverty Threshold 1 $7,360/year 2 $9, 840/year G) Minority - Those individuals belonging to one of the following groups: American Indian/Alaskan Native, Asian/Pacific Islander, Black (not of Hispanic Origin) , and Hispanic. H) Low Income Minority - those minority persons whose income is at or below the poverty threshold. I) Veteran - A man or woman who served on active duty in the Armed Forces of the United States and who was discharged or released under conditions other than dishonorable. SPECIAL CLAUSES: 1. Terminati-on in Case of RFP: Notwithstanding anything otherwise provided in paragraph 31 of Exhibit A, AGING may elect not to extend the term of this Agreement or may terminate this Agreement as provided in paragraph 21 of Exhibit A if, in the COUNTY' s sole discretion, it issues a request for proposals for the services described in this Agreement and CONTRACTOR' s proposal in response thereto is not accepted by the COUNTY. Page 4 of 5 pages 2. The last unnumbered subparagraph -of paragraph 19 of Exhibit A is hereby amended to read as follows: To the extent permitted by law, the CONTRACTOR shall- indemnify and hold harmless the COUNTY from and against all claims, costs (including attorneys ' fees) , losses and liabilities of whatsoever nature arising out of the acts or omissions or negligence of the CONTRACTOR, its officers, agents, servants or _. . employees in connection with the services described or referred to in this Agreement. Page 5 of 5 pages ATTACHMENT 2-1995 TOWN OF SOUTHOLD IIIC NUTRITION PROGRAM 1/1/95 - 12/31/95 TOTAL Cl C2 PERSONNEL 81, 000 19 ,710 61, 290 Site Manager 32, 000 9, 920 22, 080 Cook 19, 000 5, 890 13, 110 Drivers 10,000 3, 900 6, 100 Outreach Worker 20,000 -0- 20, 000 FRINGE 6, 196 1,487 4 , 709 Fringe 6, 196 1,487 4, 709 FOOD 60, 000 23 ,400 36 , 600 Food 60,000 23 ,400 36, 600 TOTAL BUDGET 147, 196 44, 597 102, 599 Less Anticipated Income 50,486 19, 690 30, 796 NET REIMBURSEMENT 96,710 24 , 907 71, 803 SCHEDULE OF PAYMENTS: 1/1/95 Advance of two-twelfths (2/12) of the budget. 2/28/95 Reimbursement for actual expenses of 1/1 through 1/31/95 less 1/12 of January 1, 1995 advance. 3/31/95 Reimbursement for actual expenses of 2/1 through 2%28/95 less 1/12 of January 1, 1995 advance. 4/30/95 Reimbursement for actual expenses of 3/1 through 3/31/95 less 1/12 of January 1, 1995 advance. 5/31/95 Reimbursement for actual expenses of 4/1 through 4/30/95 less 1/12 of January 1, 1995 advance. 6/30/95 Reimbursement for actual expenses of 5/1 through 5/31/95 less 1/12 of January 1, 1995 advance. 7/31/95 Reimbursement for actual expenses of 6/1 through 6/30/95 less 1/12 of• January 1, 1995 advance. 8/31%95 Reimbursement for actual expenses of 7/1 through 7/31/95 less 1/12 of January 1, 1995 advance. 9/30/95 Reimbursement for actual expenses of 8/1 through 8/31/95 less 1/12 of January 1, 1995 advance. 10/31/95 Reimbursement for actual expenses of 9/1 through 9/30/95 less 1/12 of January 1, 1995 advance. 11/30/95 Reimbursement for actual expenses of 10/1 through 10/31/95 less 1/12 of January 1, 1995 advance. 12/31/95 Reimbursement for actual expenses of 11/1 through 11/30/95 less 1/12 of January 1, 1995 advance. 1/31/96 Depletion of initial advance and adjustments for actual expenses 12/1 through 12/31/95. Payment dates above are approximate, depending upon date of receipt of vouchers and approval of expenses . ATTACHMENT 3 FURNITURE, FIXTURES, EOUIPMENT, MATERIALS SUPPLIES A. Prior Approval to Purchase Furniture Fixtures Equipment Prior to placing any order to purchase, rent or lease furniture, fixtures, or equipment, valued in excess of three hundred dollars ($300. 00) per unit in the budget attached to the Agreement, the CONTRACTOR shall submit to the COUNTY a written request for approval to make such a proposed purchase, rental or lease with a list showing the quantity and description of each item, its intended location and use, estimated unit price or ,cost of the proposed order. Written approval of the COUNTY is required before the CONTRACTOR may proceed with the proposed purchase, rental or lease of furniture, fixtures or equipment. All items purchased must be new unless specifically described otherwise in the budget. No sales or Federal excise taxes are to be - paid, as the COUNTY is exempt from such taxes . The CONTRACTOR shall obtain its own tax exemption certificates . B. Furniture, Fixtures , Equipment , Materials Supplies 1. Purchase Practices The CONTRACTOR agrees to follow all of the general practices that are designed to obtain furniture, fixtures, equipment, materials or supplies at the most reasonable price or cost possible. The COUNTY reserves the right to purchase or obtain for the CONTRACTOR furniture, fixtures , equipment, materials or supplies which shall be in accordance with programmatic needs of this Agreement. If the COUNTY exercises this right, the amount budgeted for the items so purchased or obtained by the COUNTY for the CONTRACTOR shall not be available to the CONTRACTOR for any purpose whatsoever. 2 . Interest of County The COUNTY shall retain a proprietary interest in all furniture, removable fixtures, equipment, materials or supplies purchased or obtained by the CONTRACTOR and paid for or reimbursed to the CONTRACTOR by or from COUNTY funds pursuant to the terms of this Agreement or of any prior agreements . Upon the termination of this Agreement, or of any renewal thereof, the discontinuance of the business of the CONTRACTOR, the failure of the CONTRACTOR to comply with the terms of this Agreement, the bankruptcy of the CONTRACTOR or an assignment for the benefit of its creditors, or the failure of the CONTRACTOR to satisfy any judgment against it within thirty (30) days of filing, the COUNTY shall have the right to take title to and possession of all such furniture, removable fixtures, equipment, materials and supplies, and the same shall thereupon become the property of the COUNTY without any claim for reimbursement on the part of the CONTRACTOR. As directed by the COUNTY, the CONTRACTOR shall attach identifying labels on said property indicating the interest of the COUNTY. Page 1 of 2 pages 3. Inventory, Records , Controls and Reports The CONTRACTOR shall maintain proper and accurate inventory records and controls for all such furniture, removable fixtures and equipment, and three (3) months before the termination date of the Agreement shall make a physical count of all items of furniture, removable fixtures and equipment in its custody, checking them against records maintained therefore. A report setting forth the results of such physical count shall be prepared by the CONTRACTOR on a form or forms designated by the COUNTY, certified and signed by an authorized official of the CONTRACTOR and one (1) copy thereof shall be delivered to the COUNTY within five (5) days after the date set for the aforesaid physical count. Within five (5) days after the termination date of this Agreement the CONTRACTOR shall submit to the COUNTY six (6) copies of the same report up-dated to the termination date of this Agreement, certified and signed by an authorized official of the CONTRACTOR based on a physical count of all items of furniture; removable fixtures and equipment on the aforesaid termination date and revised, if necessary, to include any inventory changes during the last quarter of this Agreement period. 4. Protection of Assets in Agency' s Custody The CONTRACTOR shall maintain vigilance and take all reasonable precautions to protect the furniture, fixtures, equipment, materials or supplies in its custody against damage or loss by fire, buglary, theft, vandalism or misuse. In the event of burglary, theft, vandalism or unexplained disappearance of any item of furniture, fixtures, equipment, materials or supplies, the CONTRACTOR shall immediately notify the police and make a record thereof, including a record of the results of any investigation which may be made thereon. In the event of loss or of irreparable damage to any item of furniture, fixtures , equipment, materials or supplies from any cause the CONTRACTOR immediately shall send the COUNTY a detailed, written report thereon. 5. Disposition at Termination of Agreement Upon termination of this Agreement, or of any renewal hereof, the CONTRACTOR shall make access available and render all necessary assistance for physical removal of such furniture, removable fixtures, equipment, materials or supplies by the COUNTY, or its designee, in the same condition as it was received by the CONTRACTOR, reasonable wear and tear excepted. Any disposition, settlements or adjustments connected with such furniture, removable fixtures, equipment, materials or supplies shall be in accordance with the rules and regulations of the COUNTY and the State of New York. Page 2 of 2 pages i r, ATTACHMENT 4 CONTRACTOR'S STAFF The CONTRACTOR, at its own expense, agrees to furnish to the COUNTY resumes of all personnel to be hired for the program referred to in this Agreement, prior to their being hired. Resumes shall include, but not be limited to : (a) Previous job title(s) of the individual employee and the length of employment under each title; and/or (b) Previous experience and length of previous experience with a task or tasks similar to the program. The CONTRACTOR- agrees to furnish to the COUNTY letter(s) regarding all personnel to be hired for the program. The letter(s) shall include, but not be limited to: (a) The specific tasks to be performed by the individual employees during the course of the program; and (b) Salaries and hours to be worked by the individual employees during the course of the program. The COUNTY reserves the right to approve principal program personnel proposed by the CONTRACTOR at the time of entering into this Agreement. Reasons for the COUNTY not approving said personnel shall be for lack of qualification or lack of demonstration by the CONTRACTOR that said proposed personnel will not have a deleterious effect on the proper and efficient operation of the program. Page 1 of 1 page ' ♦ � � s Y -; ��u"d3a v ia�a��yl i2 ii L1.. i � � ���Ft 1 �+� ��' �,b