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HomeMy WebLinkAboutCommunity Development Block Grant Law No.24-ED-058 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 Town of Southold; (the "Contractor"), a municipal corporation under the laws of the State of New York, located at 53095 Main Road, P.O. 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. 485-2022 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, 2022 through August 31, 2024 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$134,000,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 of the late �date w tten below Town of Southold COUNTY OF OF By: a By: Scott . Russell-Supervi or Lisa M. Black Fed.Tax ID#11-6001939 Chief Dpu runty Executive Date: [ a 1 i baa Date: 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 Office of Com unity Development meets all quirements to qualify for exemption thereund By: c��.c7o Date a1 e�0�.1 StephanA osen Sco A. Russell-Supervisor Director of Community Development Date: Approved as to Form: Dennis M. Cohen,SuffolkCounty Attorney By: ­­ � Tracking#CD -013 Michael J. Camacho,Assistant ounty Attney d0 7076f 1 't t Law No.24-ED-058 Town of Southold Community Development Block Grant Li9t 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 ALN 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 and Employment 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 b. Patents 2 L / l � Law No.24-ED-058 Town of Southold Community Development Block Grant 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'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 8. Lease or Rental Agreements 3 Law No.24-ED-058 Town of Southold Community Development Block Grant 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 Law No.24-ED-058 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 5 Law No.24-ED-058 Town of Southold Community Development Block Grant Article I Description of Services and Budizet 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 Assistance Listing Number("ALN") 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 No. 485-2022, the Suffolk County Legislature approved the acceptance and expenditure 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 Law No.24-ED-058 Town of Southold Community Development Block Grant g. Suffolk County 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. Senior Center ADA Automatic Doors Project—Project No. 100107-05A-22—Replacing existing doors with ADA doors for seniors. b. Senior Transport Van—Project No. 100104-05A-22—Vehicle for senior transportation with wheel chair lift: shopping,medical appointments,medicine, and essential items. c. Community Action of Southold Town (CAST) - Project No. 105701-05-22 — Provides emergency food, school supplies,furniture,and clothing for low income families. d. Maureen's Haven - Southold — Project No. 105801-05-22 — Homeless prevention, shelter services, case management and support services. 4. Budget The total cost of this Agreement shall not exceed $134,000. The individual CDBG projects contemplated by this Agreement are not to exceed the budgeted amounts set forth below. PROJECT PROJECT NUMBER BUDGET a. Senior Center ADA Automatic Doors Project 100107-05A-22 $50,000 b. Senior Transport Van 100104-05A-22 $60,000 c. Community Action of Southold Town(CAST) 105701-05-22 $19,000 d. Maureen's Haven-Southold 105801-05-22 $5,000 Total CDBG Amount $134,000 S. 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 1,2024 unless the County notifies the Contractor, in writing, by May 31, 2024, 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,ParagrUh 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, 2025 unless the County notifies the Contractor, in writing, by May 31,2025 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, 7 Law No.24-ED-058 Town of Southold Community Development Block Grant the timely expenditure requirements set forth in Article VI, Paragraph 4 of this Agreement, entitled "Performance. 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 ALN Sub recipient Requirements a. The Contractor shall provide the Services in accordance with this Article I and the CDBG Program. 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 CDBG Program specific requirements shall not apply and (ii) the Contractor shall comply with all applicable Federal rules, regulations and CDBG 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 CDBG Program. 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 8 , Law No.24-ED-058 Town of Southold Community Development Block Grant 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 STAT application by linking onto htt6:Hsuffolkstat.suffolkcountyny.gov no later than the 15`'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 • Law No.24-ED-058 Town of Southold Community Development Block Grant Article II Definitions "Event of Default"means 1. Meanings of Terms a. the Contractor's failure to perform any duty required of it under paragraphs As used herein: 1(b)-(e) of Article III of the Contract; or "Audit of Financial Statements" means the examination by the Comptroller and any Federal or State b. the Contractor's failure to maintain the auditing authority of the financial statements of the amount and types of insurance with an Contractor resulting in the publication of an independent authorized insurer as required by the opinion on whether or not those financial statements are Contract;or relevant,accurate,complete,and fairly presented. C. the Contractor's failure to maintain "Budget"means the Contractor's summary or plan of all insurance required by the Contract with intended revenue, whether received in the form of fees, an insurer that has designated the New grants, County funding, or any other source, and York Superintendent of Insurance as its expenditures necessary to render the Services. lawful agent for service of process;or "Budget Deficiency Plan"means an analysis of the cost d. the Contractor's failure to comply with of the Services, changes in fiscal conditions, and any Federal, State or local law, rule, or required modifications to the Contract to continue to regulation, and County policies or render the Services. directives; or "Comptroller" means the Comptroller of the County of C. the Contractor's bankruptcy or Suffolk. insolvency;or "Contract" means all terms and conditions of this f. the Contractor's failure to cooperate in Contract forming all rights and obligations of the an Audit of Financial Statements;or Contractor and the County. g. the Contractor's falsification of records "Contractor" means the signatory corporation, its or reports, misuse of funds, or officers, officials, employees, agents, servants, sub- malfeasance or nonfeasance in financial contractors, volunteers, and any successor or assign of record keeping arising out of, or in any one or more of the foregoing performing the connection with, any contract with the Services. County; or "County"means the County of Suffolk, its departments, h. the Contractor's failure to submit, or and agencies. failure to timely submit, documentation to obtain Federal or State funds;or "County Attorney" means the County Attorney of the County of Suffolk. i. the inability of the County or the Contractor to obtain Federal or State "Department" means the signatory department funds due to any act or omission of the approving the Contract. Contractor;or "Engineering Services" means the definition of the j. any condition that the County practice of engineering and the definition of practice of determines, in its sole discretion, is land surveying, as the case may be, under Section 7201 dangerous. and Section 7203 of the State Education Law, respectively. 10 Law No.24-ED-058 Town of Southold Community Development Block Grant k. the failure to comply with Local Law 41-2013 and related contractual requirements. 2. Elements of Interpretation "Federal" means the United States government, its departments, and agencies. Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and "Fringe Benefits" means non-wage benefits which words importing the singular number shall mean and accompany, or are in addition to, a person's salary, such include the plural number and vice versa. Words as paid insurance, sick leave, profit-sharing plans, paid importing persons shall include firms, associations, holidays,and vacations. partnerships (including limited partnerships), trusts, corporations, and other legal entities, including public "Fund Source" means any direct or indirect sum bodies, as well as natural persons, and shall include payable to the Contractor by the County pursuant to any successors and assigns. lawful obligation. Capitalized terms used, but not otherwise defined, "Legislature" means the Legislature of the County of herein, shall have the meanings assigned to them in the Suffolk. Contract. "Management Letter" means a letter certified as true by the Contractor's certified public accountant or chief End of Text for Article II 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. 11 • Law No.24-ED-058 Town of Southold Community Development Block Grant Article III ii.) In the event that a person is no General Terms and Conditions longer licensed to perform the Services, the Contractor must immediately notify 1. Contractor Responsibilities the County, but in no event shall such notification be later than five (5) days a. Duties and Obligations after a license holder has lost the license required to qualify the license holder or i.) It shall be the duty of the the Contractor to perform the Services. Contractor to discharge, or cause to be discharged, all of its responsibilities,and iii.) In the event that the Contractor to administer funds received in the is not able to perform the Services due interest of the County in accordance to a loss of license, the Contractor shall with the provisions of the Contract. not be reimbursed for the Services rendered after the effective date of ii.) The Contractor shall promptly termination of such license. Without take all action as may be necessary to limiting the generality of the foregoing, render the Services. if any part of the Contract remains to be performed, and the termination of the iii.) The Contractor shall not take license does not affect the Contractor's any action that is inconsistent with the ability to render the Services, every provisions of the Contract. other term and provision of the Contract shall be valid and enforceable to the iv.) Services provided under this fullest extent permitted by law. Contract shall be open to all residents of the County. d. Documentation of Professional Standards b. Qualifications, Licenses, and Professional Standards The Contractor shall maintain on file, in one location in Suffolk County, all records that The Contractor represents and warrants that it demonstrate that it has complied with sub- has, and shall continuously possess, during the paragraphs(b)and(c)above. The address of the Term, the required licensing, education, location of the aforesaid records and documents knowledge, experience, and character necessary shall be provided to the County no later than the to qualify it to render the Services. date of execution of the Contract. Such documentation shall be kept, maintained, and The Contractor shall continuously have during available for inspection by the County upon the Term all required authorizations, certificates, twenty-four(24)hours notice. certifications, registrations, licenses, permits, and other approvals required by Federal, State, e. Credentialing County, or local authorities necessary to qualify it to render the Services. i.) In the event that the Department, or any division thereof, C. Notifications maintains a credentialing process to qualify the Contractor to render the i.) The Contractor shall Services, the Contractor shall complete immediately notify the County, in the required credentialing process. In writing, of any disciplinary proceedings, the event that any State credential, commenced or pending, with any registration, certification or license, authority relating to a license .held by Drug Enforcement Agency registration, any person necessary to qualify him, or Medicare or Medicaid certification is her, or the Contractor to perform the restricted, suspended, or temporarily or Services. permanently revoked, it is the duty of the Contractor to contact the 12 • Law No.24-ED-058 Town of Southold Community Development Block Grant Department, or division thereof, as the appropriate. case may be, in writing, no later than three (3) days after such restriction, C. Termination Notice suspension,or revocation. Any notice providing for termination shall be ii.) The Contractor shall forward to delivered as provided for in paragraph 27 of this the Department, or division thereof, as Article III. the case may be, on or before July 1 of each year during the Term, a complete d. Duties upon Termination list of the names and addresses of all persons providing the Services, as well i.) The Contractor shall discontinue as their respective areas of certification, the Services as directed in the credentialing,registration,and licensing. termination notice. f. Engineering Certificate ii.) Subject to any defenses available to it, the County shall pay the In the event that the Contract requires(any Contractor for the Services rendered Engineering Services, the Contractor shall through the date of termination. submit to the County, no later than the due date for submission for approval of any engineering iii.) The County is released from any work product, the Certificate of Authorization and all liability under the Contract, ("Certificate"), issued pursuant to § 7210 of the effective as of the date of the New York Education Law, of every person termination notice. performing any Engineering Services. The failure to file, submit, or maintain the Certificate iv.) Upon termination, the shall be grounds for rejection of any engineering Contractor shall reimburse the County work product submitted for approval. the balance of any funds advanced to the Contractor by the County no later than 2. Termination thirty (30) days after termination of the Contract. The provisions of this a. Thirty Days Termination subparagraph shall survive the expiration or termination of the The County shall have the right to terminate the Contract. Contract without cause, for any reason, at any time, upon such terms and conditions it deems v.) Nothing contained in this appropriate, provided, however, that no such paragraph shall be construed as a termination shall be effective unless the limitation on the County's rights set Contractor is given at least thirty (30) days forth in paragraphs 1(c) (iii) and 8 of notice. this Article III. b. Event of Default; Termination on 3. Indemnification and Defense Notice a. The Contractor shall protect, indemnify, i.) The County may immediately and hold harmless the County, its agents, terminate the Contract, for cause, upon servants, officials, and employees from and such terms and conditions it deems against all liabilities, fines, penalties, actions, appropriate, in the Event of Default. damages, claims, demands, judgments, losses, suits or actions, costs, and expenses caused by ii.) If the Contractor defaults under the negligence or any acts or omissions of the any other provision of the Contract, the Contractor, including reimbursement of the cost County may terminate the Contract, on of reasonable attorneys' fees incurred by the not less than five (5) days notice, upon County, its agents,' servants, officials, and such terms and conditions it deems employees in any action or proceeding arising 13 Law No.24-ED-058 Town of Southold Community Development Block Grant out of, or in connection with,the Contract. amount not less than Five Hundred Thousand Dollars ($500,000.00) per b. The Contractor hereby represents and person, per accident, for bodily injury warrants that it will not infringe upon any and not less than One Hundred copyright in performing the Services. The Thousand Dollars ($100,000.00) for Contractor agrees that it shall protect, property damage per occurrence. The indemnify, and hold harmless the County, its County shall be named an additional agents, servants, officials, and employees from insured. and against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, iii.) Workers' Compensation and losses, suits or actions, costs, and expenses Employer's Liability insurance in arising out of any claim asserted for compliance with all applicable New infringement of copyright, . including York State laws and regulations and reimbursement of the cost of reasonable Disability Benefits insurance, if required attorneys' fees incurred by the County, its by law. The Contractor shall furnish to agents, servants, officials, and employees in any ' the County, prior to its execution of the action or proceeding arising out of or in Contract,the documentation required by connection with any claim asserted for the State of New York Workers' infringement of copyright. Compensation Board of coverage or exemption from coverage pursuant to C. The Contractor shall defend the County, §§57 and 220 of the Workers' its agents, servants, officials, and employees in Compensation Law. In accordance with any proceeding or action, including appeals, General Municipal Law §108, the arising out of, or in connection with, the Contract shall be void and of no effect Contract, and any copyright infringement unless the Contractor shall provide and proceeding or action. Alternatively, at the maintain 'coverage during the Term for County's option, the County may defend any the benefit of such employees as are such proceeding or action and require the required to be covered by the provisions Contractor to pay reasonable attorneys' fees or of the Workers' Compensation Law. salary costs of County employees of the Department of Law for the defense of any such iv.) Professional Liability insurance suit. in an amount not less than Two Million Dollars ($2,000,000.00) on either a per- 4. Insurance occurrence or claims-made coverage basis. a. The Contractor shall continuously maintain, during the Term of the Contract, b. The County may mandate an increase in insurance in amounts and types as follows: the liability limits set forth in the immediately preceding paragraphs(4)(a)(i), (ii), and(iv). i.) Commercial General Liability insurance, including contractual liability C. All policies providing such coverage coverage, in an amount not less than shall be issued by insurance companies Two Million Dollars ($2,000,000.00) authorized to do business in New York with an per occurrence for bodily injury and A.M. Best rating of A-or better. Two Million Dollars ($2,000,000.00) per occurrence for property damage. d. The Contractor shall furnish to the The County shall be named an County, prior to the execution of the Contract, additional insured. declaration pages for each policy of insurance, other than apolicy for commercial general ii.) Automobile Liability insurance liability insurance, and upon demand, a true and (if any non-owned or owned vehicles certified original copy of each such policy are used by the Contractor in the evidencing compliance with the aforesaid performance of the Contract) in an insurance requirements. 14 Law No.24-ED-058 Town of Southold Community Development Block Grant such term or provision to persons or e. In the case of commercial general circumstances other than those as to which it is liability insurance, the Contractor shall furnish held invalid or unenforceable, shall not be to the County, prior to the execution of the affected thereby, and every other term and Contract, a declaration page or insuring provision of the Contract shall be valid and shall agreement and endorsement page evidencing the be enforced to the fullest extent permitted by County's status as an additional insured on said law. policy, and upon demand, a true and certified original copy of such policy evidencing 7. Merger; No Oral Changes compliance with the aforesaid insurance requirements. It is expressly agreed that the Contract represents the entire agreement of the parties and f. All evidence of insurance shall provide that all previous understandings are herein for the County to be notified in writing thirty merged in the Contract. No modification of the (30) days prior to any cancellation, nonrenewal, Contract shall be valid unless in written form or material change in the policy to which such and executed by both parties. evidence relates. It shall be the duty of the Contractor to notify the County immediately of 8. Set-Off Rights any cancellation,nonrenewal,or material change in any insurance policy. The County shall have all of its common law, equitable, and statutory rights of set-off. These g. In the event the Contractor shall fail to rights shall include, but not be limited to, the provide evidence of insurance, the County may County's option to withhold from aFund Source provide the insurance required in such manner as an amount no greater than any sum due and the County deems appropriate and deduct the owing to the County for any reason. The cost thereof from a Fund Source. County shall exercise its set-off rights subject to approval by the County Attorney. In cases of h. If the Contractor is a Municipal set-off pursuant to a Comptroller's audit, the Corporation and has a self-insurance program County shall only exercise such right after the under which it acts as a self-insurer for any of finalization thereof, and only after consultation such required coverage, the Contractor shall with the County Attorney. provide proof, acceptable to the County, of self- funded coverage. 9. Non-Discrimination in Services and Employment 5. Independent Contractor a. The Contractor shall not, on the grounds The Contractor is not, and shall never be, of race, creed, color, national origin, sex, age, considered an employee of the County for any disability, sexual orientation, military status, or purpose. Notwithstanding anything contained in marital status this Contract,the Contract shall not be construed I as creating a principal-agent relationship i.) deny any individual the Services between the County and the Contractor or the provided pursuant to the Contractor and the County,as the case may be. Contract; or ii.) provide the Services to an individual that is different, or provided in a different manner, 6. Severability from those provided to others pursuant to the Contract;or It is expressly agreed that if any term or iii.) subject an individual to provision of this Contract, or the application segregation or separate thereof to any person or circumstance, shall be treatment in any matter related held invalid or unenforceable to any extent, the to the individual's receipt of the remainder of the Contract, or the application of Services provided pursuant to 15 L Law No.24-ED-058 Town of Southold Community Development Block Grant the Contract; or The Contract shall be governed by, and iv.) restrict an individual in any way construed in accordance with, the laws of the from any advantage or privilege State of New York, without regard to conflict of enjoyed by others receiving the laws. Venue shall be designated in the Supreme Services provided pursuant to Court, Suffolk County,the United States District the Contract;or Court for the Eastern District of New York,or,if V.) treat an individual differently appropriate, a court of inferior jurisdiction in from others in determining Suffolk County. whether or not the individual satisfies any eligibility or other 12. No Waiver requirements or conditions which individuals must meet in It shall not be construed that any failure or order to receive the Services forbearance of the County to enforce any provided pursuant to the provision of the Contract in any particular Contract; or instance or instances is a waiver of that vi.) discriminate against employees provision. Such provision shall otherwise or applicants for employment. remain in full force and effect, notwithstanding any such failure or forbearance. b. The Contractor shall not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination 13. Conflicts of Interest because of their race, creed, color, national origin, sex, age, disability, sexual orientation, The Contractor shall not, during the Term, military status, or marital status, or have the pursue a course of conduct which would cause a effect of substantially impairing the Contract reasonable person to believe that he or she is with respect to individuals of a particular race, likely to be engaged in acts that create a creed, color, national origin, sex, age, disability, substantial conflict between its obligations under sexual orientation, military status, or marital the Contract and its private interests. The status,in determining: Contractor is charged with the duty to disclose to the County the existence of any such adverse i.) the Services to be provided; or interests, whether existing or potential. This duty shall continue as long as the Term. The ii.) the class of individuals to determination as to whether or when a conflict whom, or the situations in may potentially exist shall ultimately be made which, the Services will be by the County Attorney after full disclosure is provided; or obtained. iii.) the class of individuals to be 14. Cooperation on Claims afforded an opportunity to receive the Services. The Contractor and the County shall render diligently to each other, without compensation, 10. Nonsectarian Declaration any and all cooperation that may be required to defend the other party, its employees and The Services performed under the Contract are designated representatives, against any claim, secular in nature. No funds received pursuant to demand or action that may be brought against the Contract shall be used for sectarian purposes the other party, its employees or designated or to further the advancement of any religion. representatives arising out of, or in connection The Services will be available to all eligible with,the Contract. individuals regardless of religious belief or affiliation. 15. Confidentiality 11. Governing Law Any document of the County, or any document created by the Contractor and used in rendering 16 L Law No.24-ED-058 Town of Southold Community Development Block Grant the Services, shall remain the property of the the dissolution of the County and shall be kept confidential in partnership without immediate accordance with applicable laws, rules, and reconstitution thereof,and regulations. ii.) if the Contractor is a closely held corporation (i.e. whose 16. Assignment and Subcontracting stock is not publicly held and not traded through an exchange a. The Contractor shall not delegate its or over the counter): duties under the Contract, or assign, transfer, convey,subcontract,sublet,or otherwise dispose 1. the dissolution, merger, of the Contract, or any of its right, title or consolidation or other interest therein, or its power to execute the reorganization of the Contract, or assign all or any portion of the Contractor;and moneys that may be due or become due hereunder, (collectively referred to in this 2. the sale or other transfer paragraph 16 as "Assignment"), to any other of twenty percent(20%) person, entity or thing without the prior written or more of the shares of consent of the County, and any attempt to do the Contractor (other any of the foregoing without such consent shall than to existing 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 members of other condition the County requires. No shareholders by reason approval of any Assignment shall be construed of gift,sale or devise). as enlarging any obligation of the County under the terms and provisions of the Contract. No b. If the Contractor is a not-for-profit Assignment of the Contract or assumption by corporation, a change of twenty percent (20%) any person of any duty of the Contractor under or more of its shares or members shall be the Contract shall provide for, or otherwise be deemed a Permitted Transfer. construed as, releasing the 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 a. The Contractor may, from time to time, the Permitted Transfer, which only with the County's written consent, enter shall not be less than thirty (30) into a Permitted Transfer. For purposes of the days 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 Notice; partnership, the withdrawal or change, whether voluntary, ii.) a summary of the material terms involuntary or by operation of of the proposed Permitted law, of the partners, or transfer Transfer; of 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 17 Law No.24-ED-058 Town of Southold Community Development Block Grant will enable the County to to make any claim or assert any right under the determine the financial Contract. responsibility, character, and reputation of the proposed 19. Certification as to Relationships transferee, nature of the proposed assignee/transferee's The Contractor certifies under penalties of business and experience; perjury that, other than through the funds provided in the Contract and other valid v.) all executed forms required agreements with the County, there is no known pursuant to Article IV of the spouse, life partner, business, commercial, Contract, that are required to be economic, or financial relationship with the submitted by the Contractor; County or its elected officials. The Contractor and also certifies that there is no relationship within the third degree of consanguinity, between the vi.) such other information as the Contractor, any of its partners, members, County may reasonably require. directors, or shareholders owning five (5%) percent or more of the Contractor, and the d. The County agrees that any request for County. The foregoing certification shall not its consent to a Permitted Transfer shall be apply to a contractor that is a municipal granted, provided that the transfer does not corporation or a government entity. violate any provision of the Contract, and the transferee has not been convicted of a criminal 20. Publications offense as described under Article II of Chapter 189 of the Suffolk County Code. The County Any book, article, report, or other publication shall grant or deny its consent to any request of a related to the Services provided pursuant to this Permitted Transfer within twenty (20) days after Contract shall contain the following statement in delivery to the County of the Transfer Notice, in clear and legible print: accordance with the provisions of Paragraph 27 of Article III of the Contract. If the County shall "This publication is fully or partially funded not give written notice to the Contractor denying by the County of Suffolk." its consent to such Permitted Transfer (and setting forth the basis for such denial in 21. Copyrights and Patents reasonable detail) within such twenty (20)-day period, then the County shall be deemed to have a. Copyrights granted its consent to such Permitted Transfer. Any and all materials generated by or on behalf e. Notwithstanding the County's consent, of the Contractor while performing the Services (including, without limitation, designs, images, i.) the terms and conditions of the video, reports, analyses, manuals, films, tests, Contract shall in no way be tutorials, and any other work product of any deemed to have been waived or kind) and all intellectual property rights relating modified;and thereto ("Work Product") are and shall be the sole property of the County. The Contractor ii.) such consent shall not be hereby assigns to the County its entire right,title deemed consent to any further and interest, if any, to all Work Product, and transfers. agrees to do all acts and execute all documents, and to use its best efforts to ensure that its 18. No Intended Third Party Beneficiaries employees, consultants, subcontractors, vendors and agents do all acts and execute any The Contract is entered into solely for the documents, necessary to vest ownership in the benefit of the County and the Contractor. No County of any and all Work Product. The third party shall be deemed a beneficiary of the Contractor may not secure copyright protection. Contract and no third party shall have the right The County reserves to itself, and the Contractor 18 j i Law No.24-ED-058 Town of Southold Community Development Block Grant hereby gives to the County, and to any other person designated by the County, consent to 22. Arrears to County produce, reproduce,publish,translate, display or otherwise use the Work Product. This paragraph Contractor warrants that, except as may shall survive any completion, expiration or otherwise be authorized by agreement, it is not termination of this Contract. in arrears to the County upon any debt, contract, or any other lawful obligation, and is not in The County shall be deemed to be the author of default to the County as surety. all the Work Product. The Contractor acknowledges that all Work Product shall 23. Lawful Hiring of Employees Law in constitute "work made for hire" under the U.S. Connection with Contracts for Construction copyright laws. To the extent that any Work or Future Construction Product does not constitute a "work made for hire," the Contractor hereby assigns to the In the event that the Contract is subject to the County all right, title and interest, including the Lawful Hiring of Employees Law of the County right, title and interest to reproduce, edit, adapt, of Suffolk, Suffolk County Code Article II of modify or otherwise use the Work Product, that Chapter 353, as more fully set forth in the the Contractor may have or may hezeafter Article entitled "Suffolk County Legislative acquire in the Work Product, including all Requirements," the Contractor shall maintain the intellectual property rights therein, in any documentation mandated to be kept by this law manner or medium throughout the world in on the construction site at all times. Employee perpetuity without compensation. This includes; sign-in sheets and register/log books shall be but is not limited to, the right to reproduce and kept on the construction site at all times and all distribute the Work Product in electronic or covered employees, as defined in the law, shall optical media, or in CD-ROM, on-line or similar be required to sign such sign-in format. sheets/register/log books to indicate their presence on the construction site during such b. Patents working hours. If the Contractor develops, invents, designs or 24. Certification Regarding Lobbying creates any idea, concept, code, processes or other work or materials during the Term, or as a Together with this Contract and as a condition result of any Services performed under the precedent to its execution by the County, the Contract ("patent eligible subject matter"), it Contractor shall have executed and delivered to shall be the sole property of the County...The. the County the Certification Regarding Contractor hereby assigns to the County its Lobbying (if payment under this Contract may entire right,title and interest, if any,to all patent exceed $100,000) as required by Federal eligible subject matter, and agrees to do all acts regulations, and shall promptly advise the and execute all documents, and to use its best County of any material change in any of the efforts to ensure that its employees, consultants, information reported on such Certification, and subcontractors, vendors and agents do all acts shall otherwise comply with, and shall assist the and execute any documents, necessary to vest County in complying with, said regulations as ownership in the County of any and all patent now in effect or as amended during the term of eligible subject matter. The.Contractor may not this Contract. apply for or secure for itself patent protection. The County reserves to itself, and the Contractor 25. Record Retention hereby gives to the County, and to any other person designated by the County, consent to The Contractor shall retain all accounts, books, produce or otherwise use any item so discovered records, and other documents relevant to the and/or the right to secure a patent for the Contract for seven (7) years after final payment discovery or invention. This paragraph shall is made by the County. Federal, State, and/or survive any completion, expiration or County auditors and any persons duly authorized termination of this Contract. by the County shall have full access and the 19 Law No.24-ED-058 Town of Southold Community Development Block Grant right to examine any of said materials during Unless otherwise expressly provided, all notices said period. Such access is granted shall be in writing and shall be deemed notwithstanding any exemption from disclosure sufficiently given if sent by regular first class that may be claimed for those records which are mail and certified mail, or personally delivered subject to nondisclosure agreements, trade during business hours as follows: 1.) to the secrets and commercial information or financial Contractor at the address on page 1 of the information that is privileged or confidential Contract and 2.) to the County at the Without limiting the generality of the foregoing, Department, or as to either of the foregoing, to records directly related to contract expenditures such other address as the addressee shall have shall be kept for a period of ten (10) years indicated by prior written notice to the, because the statute of limitations for the New addressor. All notices received by the York False Claims Act(New York False Claims Contractor relating to a legal claim shall be Act§ 192)is ten(10)years. immediately sent to the Department and also to the County Attorney at H. Lee Dennison 26. Contract Agency Performance Measures and Building, 100 Veterans Memorial Highway, Reporting Requirements—Local Law No. 41- P.O. Box 6100, (Sixth Floor), Hauppauge, New 2013 York, 11788-0099. a. If payment under this Contract may exceed $50,000, it is subject to the requirements of 28.Federal Non-Discrimination In Services Suffolk County Local Law No. 41-2013,a Local Law to Implement Performance Measurement to This Agreement is subject to the requirements of Title 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 Chapter 189 of the Suffolk County Code) as set United States shall,on the grounds of race,color, forth in Article IV entitled "Suffolk County religion, sex, sexual orientation,age,creed,ancestry, Legislative Requirements." disability or other handicap or marital/familial status, military status or national origin,be excluded from participation in,be denied the benefits of,or be b. The Contractor shall cooperate with the subjected to discrimination under any program or Department in all aspects necessary to help carry activity receiving Federal financial assistance. out the requirements of the Law. Based on This Agreement is also subject to the requirements of criteria established by the Contractor in Title VIII of the Civil Rights Act of 1968,known as the conjunction with the Department,the Contractor "Fair Housing Act",which provides that it is the policy shall submit monthly reports regarding the of the United States to provide, within constitutional Contractor's performance relative to the limitations,fair housing'throughout the United States, established criteria, on dates and times as and prohibits any person from discriminating in the sale specified by the Department, as more fully set or rental of housing,the financing of housing, or the forth in Article I and Article IV of this Contract. provision of brokerage services, including in any way making unavailable or denying a dwelling to any person, because of race,color,religion, sex,sexual orientation, c. The Contractor shall submit an annual report to age, creed,ancestry,disability or other handicap or marital/familial status,military status or national origin. the Department regarding the Contractors The Contractor is required to administer all programs performance no later than July 31 of each year and activities related to housing and community of the Term. All performance data and reports development in a manner to affirmatively further fair will be subject to audit by the Comptroller. housing. In addition,the Contractor must make Community 27. Notice Development funds available in accordance with the Fair Housing Act,Executive Order 11063, as amended by 20 ♦ l Law No.24-ED-058 Town of Southold Community Development Block Grant Executive Order 12259 (Equal Opportunity in Housing), Title VI of the Civil Rights Act of 1964,the Age 2) Section 109 of the Act requiring that no person Discrimination Act of 1975,the Americans With be excluded from participation or denied benefits,or be Disabilities Act of 1990, Section 504 of the subjected to discrimination on the grounds of race,color, Rehabilitation Act of 1973,and the requirements of national origin, sex, creed,ancestry,disability or other Executive Order 11246(Equal Employment handicap or marital/familiar status. Opportunity),as amended by Executive Orders 11375 and 12086. 3) Section 110 of the Act regarding labor standards for Contractor or subcontractors 29. Constitutional Prohibition performing construction work. In accordance with First Amendment Church and State Principles,the Contractor shall comply with 24 CFR 4) Section 202(a)of the Flood Disaster Protection 570.2000)of the federal regulations regarding the use of Act of 1973. Community Development funds by religious organizations and CPD Notice 04-10. 5) Executive Order 11246 which prohibits discrimination in employment and Section 3 of 30. Obligations of Contractor With Respect to the Housing and Urban Development Act of 1968 Certain Third-Party Relationships regarding the provision of employment to low income persons residing within the boundaries of the The Contractor shall remain fully obligated under the Consortium. 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 21 Law No.24-ED-058 Town of Southold Community Development Block Grant extension, continuation,renewal, amendment,or modification of any Federal contract,grant, loan,or cooperative Contract. 2) 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 subrecipient shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. End of Text for Article III 22 < J I ) Law No.24-ED-058 Town of Southold Community Development Block Grant Article IV unless specific exemptions apply, all employers Suffolk County Legislative Requirements (as defined) under service contracts and recipients of County financial assistance, (as NOTE: THE CONTRACTOR'S COMPLETED defined) shall provide payment of a minimum LEGISLATIVE REQUIREMENTS FORMS wage to employees as set forth in the Living REFERENCED HEREIN ARE AVAILABLE ON Wage Law. Such rate shall be adjusted annually FILE AT THE DEPARTMENT NAMED ON THE pursuant to the terms of the Suffolk County SIGNATURE PAGE OF THIS CONTRACT. Living Wage Law of the County of Suffolk. Under the provisions of the Living Wage Law, 1. Contractor's/Vendor's Public Disclosure the County shall have the authority, under Statement appropriate circumstances, to terminate the Contract and to seek other remedies as set forth It shall be the duty of the Contractor to read, therein, for violations of this Law. become familiar with, and comply with the requirements of section A5-8 of Article V of the Required Forms: Suffolk County Code. Suffolk County Living Wage Form DOL-1/38 Unless certified by an officer of the Contractor (Revised 8/2017); entitled "Suffolk County as being exempt from the requirements of. Department of Labor, Licensing & Consumer section A5-8 of Article V of the Suffolk County Affairs Notice of Application for County Code, the Contractor represents and warrants Compensation" that it has filed with the Comptroller the verified public disclosure statement required by Suffolk Living Wage Certification/Declaration—Subject County Administrative Code Article V, section to Audit." A5-8 and shall file an update of such statement with the Comptroller on or before the 31 st day of January in each year of the Contract's 3. Use of County Resources to Interfere with duration. The Contractor acknowledges that Collective Bargaining Activities such filing is a material, contractual and statutory duty and that the failure to file such It shall be the duty of the Contractor to read, statement shall constitute a material breach of become familiar with, and comply with the the Contract, for which the County shall be requirements of Article I of Chapter 803 of the entitled, upon a determination that such breach Suffolk County Code. has occurred,to damages, in addition to all other legal remedies, of fifteen percent (15%) of the County Contractors (as defined by section 803- amount of the Contract. 2)shall comply with all requirements of Chapter 803 of the Suffolk County Code, including the Required Form: following prohibitions: Suffolk County Form SCEX 22• entitled "Contractor's/Vendor's Public Disclosure a. The Contractor shall not use County Statement" funds to assist, promote, or deter union organizing. 2. Living Wage Law b. No County funds shall be used to It shall be the duty of the Contractor to read, reimburse the Contractor for any costs become familiar with, and comply with the incurred to assist, promote, or deter requirements of Chapter 575, of the Suffolk union organizing. County Code. C. No employer shall use County property This Contract is subject to the Living Wage Law to hold a meeting with employees or of the County of Suffolk. The law requires that, supervisors if the purpose of such meeting is to assist, promote, or deter 23 Law No.24-ED-058 Town of Southold Community Development Block Grant union organizing. executed by an authorized representative of the covered employer or owner, as the case may be; If the Services are performed on County shall be part of any executed contract, property,the Contractor must adopt a reasonable subcontract, license agreement, lease or other access agreement, a neutrality agreement, fair financial compensation agreement with the communication agreement, non-intimidation County; and shall be made available to the agreement, and a majority authorization card public upon request. agreement. All contractors and subcontractors (as defined) If the Services are for the provision of human of covered employers, and the owners thereof,as services and are not to be performed on County the case may be, that are assigned to perform property, the Contractor must adopt, at the least, work .in connection with a County contract, a neutrality agreement. subcontract, license agreement, lease or other financial compensation agreement issued by the Under the provisions of Chapter 803,the County County or awarding agency, where such shall have the authority, under appropriate compensation is one hundred percent (100%) circumstances, to terminate the Contract and to funded by the County, shall submit to the seek other remedies as set forth therein, for covered employer a completed sworn affidavit violations of this Law. (under penalty of perjury), the form of which is attached, certifying that they have complied, in Required Form: good faith, with the requirements of Title 8 of Suffolk County Labor Law Form DOL-LO1; the United States Code Section 1324a with entitled "Suffolk County Department of Labor— respect to the hiring of covered employees and Labor Mediation Unit Union Organizing with respect to the alien and nationality status of Certification/Declaration- Subject to Audit." the owners thereof, as the case may be. The affidavit shall be executed by an authorized 4. Lawful Hiring of Employees Law representative of the contractor, subcontractor, or owner, as the case may be; shall be part of It shall be the duty of the Contractor to read, any executed contract, subcontract, license become familiar with, and comply with the agreement, lease or other financial compensation requirements of Article II of Chapter 353 of the agreement between the covered employer and Suffolk County Code. the County; and shall be made available to the public upon request. This Contract is subject to the Lawful Hiring of Employees Law of the County of Suffolk. It An updated affidavit shall be submitted by each provides that all covered employers, (as such employer, owner, contractor and defined), and the owners thereof, as the case subcontractor no later than January 1 of each may be,that are recipients of compensation from year for the duration of any contract and upon the County through any grant, loan, subsidy, the renewal or amendment of the Contract, and funding, appropriation, payment, tax incentive, whenever a new contractor or subcontractor is contract,subcontract,license agreement,lease or hired under the terms of the Contract. other financial compensation agreement issued by the County or an awarding agency, where The Contractor acknowledges that such filings such compensation is one hundred percent are a material, contractual and statutory duty and (100%) funded by the County, shall submit a , that the failure to file any such statement shall completed sworn affidavit (under penalty of constitute a material breach of the Contract. perjury), the form of which is attached, certifying that they have complied, in good faith, Under the provisions of the Lawful Hiring of with the requirements of Title 8 of the United Employees Law, the County shall have the States Code Section 1324a with respect to the authority to terminate the Contract for violations hiring of covered employees (as defined) and of this Law and to seek other remedies available with respect to the alien and nationality status of under the law. the owners thereof. The affidavit shall be 24 Law No.24-ED-058 Town of Southold Community Development Block Grant The documentation mandated to be kept by this 7. Child Sexual Abuse Reporting Policy law shall at all times be kept on site. Employee sign-in sheets and register/log books shall be It shall be the duty of the Contractor to read, kept on site at all times during working hours become familiar with, and comply with the and all covered employees, as defined- in the requirements of Article II of Chapter 880 of the law, shall be required to sign such sign-in Suffolk County Code. sheets/register/log 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, Required Forms: entitled "Child Sexual Abuse Reporting Policy," as now in effect or amended hereafter or of any Suffolk County Department of Labor,Licensing, other Suffolk County Local Law that may & Consumer Affairs —Notice of Application to become applicable during the term of the certify compliance with Federal Law (8 U.S.C. Contract with regard to child sexual abuse Section 1324A)with respect to Lawful Hiring of reporting policy. employees, Suffolk County Code Chapter 353 (2006)"DOL-LHE-1/2(Revised 8/2017). ;\ 8. Non Responsible Bidder It shall be the duty of the Contractor to read, 5. Gratuities become familiar with, and comply with the requirements of Article II of Chapter 189 of the It shall be the duty of the Contractor to read, Suffolk County Code. become familiar with, and comply with the requirements of Chapter 664 of the Suffolk Upon signing the Contract, the Contractor County Code. certifies that it has not been convicted of a criminal offense within the last ten (10) years. The Contractor represents and warrants that it The term "conviction" shall mean a finding of has not offered or given any gratuity to any guilty after a trial or a plea of guilty to an official, employee or agent of the County or the offense covered under section 189-5 of the State or of any political party, with the purpose Suffolk County Code under "Nonresponsible or intent of securing an agreement or securing Bidder." favorable treatment with respect to the awarding or amending of an agreement or the making of 9. Use of Funds in Prosecution of Civil any determinations with respect to the Actions Prohibited performance of an agreement. It shall be the duty of the Contractor to read, 6. Prohibition Against Contracting with become familiar with, and comply with the Corporations that Reincorporate Overseas requirements of Article III of Chapter 893 of the Suffolk County Code. It shall be the duty of the Contractor to read, become familiar with, and comply with the The Contractor shall not use any of the moneys, requirements of sections A4-13 and A4-14 of in part or in whole, and either directly or Article IV of the Suffolk County Code. indirectly, received under the Contract in connection with the prosecution of any civil The Contractor represents that it is in action against the County in any jurisdiction or compliance with sections A4-13 and A4-14 of any judicial or administrative forum. Article IV of the Suffolk County Code. Such law provides that no contract for consulting 10. Youth Sports services or goods and services shall be awarded by the County to a business previously It shall be the duty of the Contractor to read, incorporated within the U.S.A. that has become familiar with, and comply with Article reincorporated outside the U.S.A. III of Chapter 730 of the Suffolk County Code. 25 ( 1 Law No.24-ED-058 Town of Southold Community Development Block Grant All contract agencies that conduct youth sports programs are required to develop and maintain a 13. Contract Agency Performance Measures written plan or policy addressing incidents of and Reporting Requirements possible or actual concussion or other head injuries among sports program participants. It shall be the duty of the Contractor to read, Such plan or policy must be submitted prior to become familiar with, and comply with the the award of a County contract,grant or funding. requirements of Suffolk County Local Law No. Receipt of such plan or policy by the County 41-2013, a Charter Law to Implement does not represent approval or endorsement of Performance Measurement to Increase any 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 Services are provided shall be a work site for of the services that the contract agency provides public-assistance clients of Suffolk County and shall develop an annual performance pursuant to Chapter 281 of the Suffolk County reporting plan. The contract agency shall Code at all times during the Term of the cooperate with the administering department and Contract. If no Memorandum of Understanding the County Executive's Performance ("MOU") with the Suffolk County Department Management Team to of Labor for work experience is in effect at the appropriate performance indicators and targets beginning of the Term of the Contract, the for monthly evaluation of the contract agency's Contractor, if it is a not-for-profit or performance. governmental agency or institution, shall enter into such MOU as soon as possible after the 14. Suffolk County Local Laws Website execution of the Contract and failure to enter Address into or to perform in accordance with such MOU shall be deemed to be a failure to perform in Suffolk County Local Laws, Rules and accordance with the Contract, for which the Regulations County may withhold payment, terminate thecan be accessed on the homepage of the Suffolk Contract or exercise such other remedies as may County Legislature. be appropriate in the circumstances. 15. Suffolk County Code of Ethics 12. Safeguarding Personal Information of Minors As required by Suffolk County Standard Operating Procedure A-06, the following is a It shall be the duty of the Contractor to read, link to the Suffolk County Ethics Booklet,which become familiar with, and comply with the contains the provisions of the Suffolk County requirements of Suffolk County Local Law No. Code of Ethics: 20-2013, a Local Law to Safeguard the Personal Information of Minors in Suffolk County.. http://www.suffolkcountyo.gov/Portals/0/Boar dofethics/Code%20of%20Ethics%20Booklet%2 All contract agencies that provide services to 0-%20Revised%20January%202017.pdf minors are required to protect the privacy of the minors and are strictly prohibited from selling or otherwise providing to any third party, in any End of Text for Article IV manner whatsoever, the personal or identifying information of any minor participating in their programs. 26 Law No.24-1ED-058 Town of Southold Community Development Block Grant Article V and shall be maintained by the Contractor General Fiscal Terms and Conditions for audit. All Suffolk County Payment Vouchers must bear a signature as that term 1. General Payment Terms is defined pursuant to New York State General Construction Law §46 by duly a. Presentation of Suffolk County Payment authorized persons, and certification of Voucher such authorization with certified specimen signatures thereon must be filed with the In order for payment to be made by the County by a Contractor official empowered County to the Contractor for the Services, to sign the Contract. Disbursements made the Contractor shall prepare and present a by the Contractor in accordance with the Suffolk County Payment Voucher, which Contract and submitted for reimbursement shall be documented by sufficient, must be documented and must comply with competent and evidential matter. Each accounting procedures as set forth by the Suffolk County Payment Voucher Suffolk County Department of Audit and submitted for payment is subject to Audit at Control. Documentation, including any any time during the Term or any extension other form(s) required by County or the thereof. This provision shall survive Suffolk County Department of Audit and expiration or termination of this Contract Control, shall be furnished to the County- for a period of not less than seven(7)years, pursuant to, and as limited by, the and access to records shall be as set forth in Regulations for Accounting Procedures for paragraph 25 of Article 111, and paragraph Contract Agencies of the Suffolk County 4(b)of Article V. Department of Audit and Control. In addition to any other remedies that the b. Voucher Documentation County may have, failure to supply the required documentation will disqualify the The Suffolk County Payment Voucher shall Contractor from any further County list all information regarding the Services contracts. and other items for which expenditures have been or will be made in accordance C. Payment by County with the Contract. Either upon execution of the Contract (for the Services already Payment by the County shall be made rendered and expenditures already made), within thirty(30)days after approval of the or not more than thirty (30) days after the Suffolk County Payment Voucher by the expenditures were made, and in no event Comptroller. after the 311 day of January following the end of each year of the Contract, the d. Budget Modification Contractor shall furnish the County with detailed documentation in support of the i.) The parties shall use the Contract Budget payment for the Services or expenditures Modification Request form ("Budget under the Contract e.g. dates of the Service; Modification") for revisions to the worksite locations, activities, hours Budget and Services not involving an worked, pay rates and all program Budget increase to the total cost of the Contract. categories. The Suffolk County Payment If the Contractor is seeking such a Voucher shall include time records, modification,the Contractor shall contact certified by the Contractor as true and the Department to receive the form and accurate, of all personnel for whom enter 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 any other documentation the Department the Board of Directors of the Contractor may require. 27 Law No.24-ED-058 Town of Southold Community Development Block Grant ii.) Such request must be made in advance f. Taxes of incurring any expenditure for which the revision is needed. The charges payable to the Contractor under the Contract are exclusive of iii.) Upon complete execution of the Budget federal, state, and local taxes, the Modification form, the County shall County being a municipality exempt from payment of such taxes. return a copy to the Contractor. The revision shall not be effective until the g. Final Voucher Budget Modification is completely executed. The acceptance by the Contractor of payment of all billings made on the final iv.) The Budget Modification form may be approved Suffolk County Payment submitted only twice per calendar year Voucher shall operate as and shall be a release of the County from all claims by and may only be submitted prior to the Contractor through the date of the November 15'-of that year. Voucher. e. Budget and/or Services Revisions 2. Subject to Appropriation of Funds i.) The parties shall use the Contract a. The Contract is subject to the amount of Budget/Services Revision Approval funds appropriated each fiscal year and Form (Budget /Services Revisions) for any subsequent modifications thereof by revisions to the Budget and Services the County Legislature and no liability involving any change to the.total cost of shall be incurred by the County beyond the Contract due to a resolution of the the amount of funds appropriated each Legislature, changes to the. County's fiscal year by the County Legislature for adopted annual budget, or for any other the Services. reason necessitating revisions to the Budget or Services. b. If the County fails to receive Federal or State funds originally intended to pay ii.) When the County and the Contractor for the Services, or to reimburse the agree as to such revisions, the County, in whole or in part, for Department will enter the information payments made for the Services, the into the Budget/Services Revisions form County shall have the sole and exclusive and send it to the Contractor for right to: signature. The Contractor shall return it i.) determine how to pay for the Services; to the County for execution along with any other documentation the ii.) determine future payments to the Department may require. Contractor;and iii.) Upon complete execution of the form by iii.) determine what amounts, if any, are the parties, the County shall return a reimbursable to the County by the Contractor and the terms and conditions copy to the Contractor. The revision under which such reimbursement shall shall not be effective until the Budget be paid. /Services Revisions is completely executed. h. The County may, during the Term, impose a Budget Deficiency Plan. In the event that a Budget Deficiency Plan is imposed, the County shall promptly notify the 28 • Law No.24-ED-058 Town of Southold Community Development Block Grant Contractor in writing of the terms and necessary. Such right of inspection and conditions thereof, which shall be deemed audit as set forth in subparagraph b. below incorporated in and made a part of the shall exist during the Term and for a period Contract, and the Contractor shall of seven (7) years after expiration or implement those terms and conditions in no termination of the Contract. less than fourteen(14) days. b. The Contractor shall retain all accounts, 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 b. The Contractor shall not be entitled to basis of accounting and will submit all reimbursement for costs under any pension financial reports and claims based on this or benefit plan the Comptroller deems method of 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 financial information it deems reasonable. pursuant to Article V of the Suffolk County Charter. The Contractor further agrees that 4. Accounting Procedures the Comptroller and the Department shall a. The Contractor shall maintain accounts, have access to and the right to examine, books, records, documents, other evidence, audit, excerpt, copy or transcribe any and accounting procedures and practices pertinent transactions or other records which sufficiently and properly reflect all relating to services under the Contract. If direct and indirect costs of any nature such an audit discloses overpayments by expended in the performance of the the County to the Contractor, within thirty Contract, in accordance with generally (30) days after the issuance of an official accepted accounting principles and with rules, regulations and financial directives, audit report by the Comptroller or his duly as may be promulgated by the Suffolk designated representatives, the Contractor County Department of Audit and Control shall repay the amount of such and the Department. The Contractor shall overpayment by check to the order of the permit inspection and audit of such Suffolk County Comptroller or shall submit accounts, books, records, documents and a proposed plan of repayment to the other evidence by the Department and the Comptroller. If there is no response, or if Suffolk County Comptroller, or their representatives, as often as, in their satisfactory repayments are not made, the judgment, such inspection is deemed County may recoup overpayments from 29 Law No.24-ED-058 Town of Southold Community Development Block Grant any amounts due or becoming due to the i.) a current license issued by the Contractor from the County under the New York State Education Contract or otherwise. Department; ii.) sufficient auditing experience in b. The provisions of this paragraph shall the not-for-profit, governmental survive the expiration or termination of the or profit-making areas, as Contract for a period of seven (7) years, applicable; and and access to records shall be as set forth in paragraph 25 of Article III, and paragraph iii.)a satisfactory peer review issued 4(b)of Article V. within not more than three (3) years prior to the date when the 6. Financial Statements and Audit Auditor was selected to conduct Requirements the audit. c. The audit must be conducted in accordance a. Notwithstanding any other reporting or with generally accepted governmental certification requirements of Federal, State, auditing standards. Financial statements or local authorities, the Contractor shall must clearly differentiate between County- obtain the services of an independent funded programs and other programs that licensed public accountant or certified the Contractor may be operating. The use public accountant (the "Auditor") to audit of subsidiary schedules should be its financial statements for each encouraged for this purpose. The Auditor Contractor's "fiscal year" in which the must also prepare a Management Letter Contractor has received, or will receive, based on the audit. three hundred thousand ($300,000.00) dollars or more from the County, whether d. "Subrecipients" — Federally Funded under the Contract or other agreements Programs and Grants with the County, and shall submit a report to the County on the overall financial i.) In the event the Contractor is a condition and operations of the Contractor, "Subrecipient" as that term is defined in including a balance sheet and statement of 2 CFR § 200.93 and the Contractor income and expenses, attested by the expends seven hundred fifty thousand Auditor as fairly and accurately reflecting the accountingrecords of the Contractor in ($750,000.00)dollars or more of Federal moneys, whether as a recipient accordance with generally accepted expending awards received directly accounting principles.The audited financial from Federal awarding agencies or as a statements including respective Contractor expending Federal awards Management Letters must be emailed to the received from a pass-through entity such Executive Director of Auditing Services at as New York State and/or Suffolk Audits@suffolkcouniyny.gov within thirty County, during any fiscal year within (30) days after completion of the audit, but which it receives funding under the in no event later than nine (9) months after Contract, the audit referred to under this the end of the Contractor's fiscal year, to paragraph 6 must be conducted and any which the audit relates. The Contractor the audit report must be in accordance may solicit requests for proposals from a with OMB Uniform Grant Guidance—2 number of qualified accounting.firms and CFR Part 200 ("Single Audit Report"). review carefully the costs of, _ and Single Audit Reports must also be qualifications for, this type of work before uploaded to the Federal Audit selecting the Auditor. Clearinghouse, to the extent required by the OMB Uniform Grant Guidance b. The Auditor should be required to meet the referred to above. In addition, the following minimum requirements: Single Audit Report,respective financial statements and any Management Letters 30 < r Law No.24-ED-058 Town of Southold Community Development Block Grant must be submitted to the Department set (30)days after completion of the audit(s). forth on page one of this Contract and emailed to the Executive Director of L The requirements set forth in this paragraph Auditing Services at 6 shall not preclude the authorized subrecipientmonitorin2(asuffolkcount representatives of the County, the yny.govwithin thirty (30) days after Comptroller, or Federal or State entities completion of the audit, but in no event from conducting any other duly authorized later than nine (9) months aftenthe end audit(s) of records and financial statements of the Contractor's fiscal year, to which of the Contractor. The Contractor shall the audit relates. make such records and financial statements available to authorized representatives of ii.) In the event the Contractoris a Federal, State and County government for "Subrecipient" as that term is defined in that purpose. 2 CFR § 200.93 and the Contractorexpends less than seven g. The provisions .of this paragraph 6 shall hundred fifty thousand ($750,000.00) survive the expiration or termination of the dollars of Federal moneys, whether as a Contract. recipient expending awards received directly from Federal awarding agencies 7. Furniture, Fixtures, Equipment, "Materials, or as a Contractor expending Federal Supplies awards received from a pass-through entity such as New York State and/or a. Purchases, Rentals or Leases Requiring Suffolk County, during any fiscal year Prior Approval the 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 the Contractor's Letterhead and a equipment valued in excess of one Schedule-of Federal Funds Expended to thousand dollars ($1,000.00) per unit for the respective County Department and which the Contractor will seek the Executive Director of Auditing reimbursement from the County, the Services at Contractor shall submit to the County a subrecipientmonitorin.iz@suffolkcountyn written request for approval to make such a .gov within thirty (30) days of the end proposed purchase, rental or lease, with a of the Contractor's fiscal year. The list showing the quantity and description of Schedule of Federal Funds Expended each item, its intended location and use, must include all Federal funding estimated unit price or cost, and estimated received directly from the Federal total cost of the proposed order. Written government and all Federal funds passed approval of the County shall be required through from the County and other pass- before the Contractor may proceed with through entities. such proposed purchase, rental or lease of furniture, fixtures or equipment. All items iii.)_ Subrecipients may include, but not purchased must be new or like new unless necessarily be limited to, not-for-profit specifically described otherwise in the organizations; units of state government Budget. or a unit of local governments. b. Purchase Practices/Proprietary Interest e. Copies of any other audit reports including of County oversight agency audits must be submitted to the Department set forth on page one of i.) The Contractor shall follow the general this Contract and emailed to the Executive practices that are designed to obtain Director of Auditing Services at furniture, fixtures, equipment,materials, Audits@suffolkcoupiyny.gov within thirty or supplies at the most reasonable price 31 1 A Law No.24-ED-058 Town of Southold Community Development Block Grant or cost possible. d. Inventory Records, Controls and Reports ii.) The County reserves the right to purchase or obtain furniture, fixtures, The Contractor shall maintain proper and equipment,materials, or supplies for the accurate inventory records and controls for Contractor in accordance with the all such furniture, removable fixtures and programmatic needs of the Contract. If equipment acquired pursuant to the the County exercises this right, the Contract and all prior agreements between amount budgeted for the items so the parties, if any. Three (3)months before purchased or obtained by the County for the expiration date of the Contract, the the Contractor shall not be available to Contractor shall make a physical count of the Contractor for any purpose all items of furniture, removable fixtures whatsoever. Title to any such items and equipment in its custody, checking purchased or otherwise obtained by the each item against the aforesaid inventory County for the programs encompassed records. A report setting forth the results of by the Contract and entrusted to the such physical count shall be prepared by Contractor, shall remain in the County. the Contractor on a form or forms designated by the County, certified and iii.) The County shall retain a proprietary signed by an authorized official of the interest in all furniture, removable Contractor, and one (1) copy thereof shall fixtures, equipment, materials, and be delivered to the County within five (5) supplies purchased or obtained by the days after the date set for the aforesaid Contractor and paid for or reimbursed to physical count. Within five (5) days after the Contractor pursuant to the terms of the termination or expiration date of the the Contract or any prior agreement Contract,the Contractor shall submit to the between the parties. County six (6) copies of the same report updated to such date of the Contract, iv.) The Contractor shall attach labels certified and signed by an authorized indicating the County's proprietary official of the Contractor, based on a interest or title in all such property. physical count of all items of furniture, removable fixtures and equipment on the c. County's Right to Take Title and aforesaid expiration date, and revised, if Possession necessary, to include any inventory changes during the last three (3) months of Upon the termination or expiration of the the Term. Contract or any renewal thereof, the discontinuance of the business of the e. Protection of Property in Contractor's Contractor, the failure of the Contractor to Custody comply with the terms of the Contract, the bankruptcy of the Contractor, an The Contractor shall maintain vigilance and assignment for the benefit of its creditors, take all reasonable precautions to protect or the failure of the Contractor to satisfy the furniture, fixtures, equipment, material any judgment against it within thirty (30) or supplies in its custody against damage or days of filing of the judgment, the.County loss by fire, burglary, theft, disappearance, shall have the right to take title to and vandalism, or misuse. In the event of possession of all furniture, removable burglary,theft,vandalism,or disappearance fixtures, equipment, materials, and supplies of any item of furniture, fixtures, and the same shall thereupon become the equipment, material or supplies, the property of the County without any claim Contractor shall immediately notify the for reimbursement on the part of the, police and make a record thereof, including Contractor. a record of the results of any investigation which may be made thereon. In the event of loss of or damage to any item of 32 . Law No.24-LD-058 Town of Southold Community Development Block Grant furniture, fixtures, equipment, materials, or 10. Miscellaneous Fiscal Terms and Conditions supplies from any cause, the Contractor shall immediately send the County a a. Limit of County's Obligations detailed written report thereon. The maximum amount to be paid by the f. Disposition of Property in Contractor's County is set forth on the first page of the Custody Contract. Upon termination of the County's funding b. Duplicate Payment from Other Sources of any of the Services covered by the Contract, or at any other time that the Payment by the County for the Services County may direct, the Contractor shall shall not duplicate payment received by the make access available and render all Contractor from any other source. necessary assistance for physical removal 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 custody in which the County, has a the County upon request, a schedule for all proprietary interest, in the same condition, programs funded by the County, itemizing as 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 shall be in accordance with the rules and Funded Activities regulations of the County and the State of New York. Notwithstanding the foregoing provisions of the Contract, it is the intent of the 8. Lease or Rental Agreements County that the terms and conditions of the Contract shall not limit the Contractor from If lease payments or rental costs are included in applying for and accepting outside grant the Budget as an item of expense reimbursable awards or from providing additional by the County, the Contractor shall promptly educational activities/services which may submit to the County, upon request, any lease or result in the Contractor incurring additional rental agreement. If during the Term, the costs, as long as the following conditions Contractor shall enter into a lease or rental are met: agreement, or shall renew a lease or rental agreement, the Contractor shall, prior to the i.) The County is not the Fund Source for execution thereof, submit such lease or rental the additional services; agreement,to the County for approval. ii.) Sufficient funding is available for or can 9. Statement of Other Contracts be generated by the Contractor to cover the cost incurred by the Contractor to Prior to the execution of the Contract, the provide these additional services;and Contractor shall submit a Statement of Other iii.) If sufficient funding is not available or Contracts to the County. If the Contract is cannot be generated, the County shall amended during the Term, or if the County not be held liable for any of the exercises its option right, the Contractor shall additional costs incurred by the submit a then current Statement of Other Contractor in furnishing such additional Contracts. services. iv.) Prior to scheduling any such additional services on County-owned property, the Contractor shall obtain written County 33 Law No.24-ED-058 Town of Southold Community Development Block Grant approval. The Contractor shall, to the during the Term because of any act, County's satisfaction, submit any omission or negligence on the part of the documentation requested by the, Contractor, then the County may deduct Department reflecting the change, and and withhold from any payment due to the identify the additional services to be Contractor an amount equal to the provided and the source of funding that reimbursement denied by the state or shall be utilized to cover the federal government agency, and the expenditures incurred by the Contractor County's obligation to the Contractor shall in undertaking the additional services.. be reduced by any such amounts. In such an event,if there should be a balance due to e. Potential Revenue the County after it has made a final payment to the Contractor under the The Contractor shall actively seek and take Contract, on demand by the County, the reasonable steps to secure all potential Contractor shall reimburse the County for funding from grants and contracts with the amount of the balance due the County, other agencies for programs funded by the payable to the Suffolk County Comptroller. County. The provisions of this subparagraph shall survive the expiration or termination of the f. Payments Contingent upon State/Federal Contract. Funding h. Budget Payments under the Contract may be subject to and contingent upon continued The Contractor expressly represents and funding by State and/or Federal agencies. agrees that the Budget lists all revenue, In the event payments are subject to such expenditures, personnel, personnel costs funding no payment shall be made until the and/or all other relevant costs necessary to Contractor submits documentation in the provide the Services. manner and form as shall be required by State and/or Federal agency. If late i. Payment of Claims submission of claims precludes the County from claiming State or Federal Upon receipt of a Suffolk County Payment reimbursement, such late claims by the Voucher, the County, at its discretion, may Contractor shall not be paid by the County pay the Contractor during the Term, in subject to subparagraph g. below, if, for advance, an amount not to exceed one sixth any reason,the full amount of such funding (1/6) of the maximum amount to be paid by is not made available to the County, the the County set forth on the first page of the Contract may be terminated in whole or in Contract. part, or the amount payable to the Contractor may be reduced at the discretion j. Payments Limited to Actual Net of the County, provided that any such Expenditures termination or reduction shall not apply to allowable costs incurred by the Contractor The Contractor agrees that if, for any prior to such termination or reduction, and reason whatsoever, the Contractor shall provided that money has been appropriated spend during the Term for the purposes set for payment of such costs. forth in the Contract an amount less than, or receive amounts more than, provided in g. Denial of Aid the Budget, the total cost of the Contract shall be reduced to the net amount of actual If a State or Federal government agency is Contractor expenditures made for such funding the Contract and fails to approve purposes. The total amount to be paid by aid in reimbursement to the County for the County shall not exceed the lesser of(i) payments made hereunder by the County to actual net expenditures or (ii) the total cost the Contractor for expenditures made of the Contract on the cover page and in the 34 S Law No.24-ED-058 Town of Southold Community Development Block Grant Budget. Upon termination or expiration of by reference in,and be made part of,the the Contract, if the Contractor's total Contract,provided,however,that subject to amount of allowable expenses is less than the availability of funding,approval for the the total amount of the payments made hiring of replacement clerical shall be a during the Term, the Contractor shall Contractor determination. prepare a check payable to the Suffolk County Comptroller for the difference o. No Limitation On Rights between the two amounts and submit such payment to the County, along with the final Notwithstanding anything in this Article V Suffolk County Payment Voucher. to the contrary, the County shall have available to it all rights and remedies under k. Travel, Conference, and Meeting the Contract and at law and equity. Attendance: SOP A-07 Amendment 1 p. Comptroller's Rules and Regulations Reimbursement to the Contractor for travel costs shall not exceed amounts allowed to The Contractor shall comply with the County employees.All conferences that are "Comptroller's Rules and Regulations for partially or fully funded by the Countythat Consultant's Agreements" as promulgated the Contractor'sstaff 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. County Standard Operating Procedure A- The "Comptroller's Rules and Regulations " 07 which may be viewed online at the for Consultant's Agreements"and"SOP A- County's website, SuffolkCountyny.gov; 07 Amendment 1"may be viewed online at go to "Government," then "Comptroller," the County's website, then"Consultant's Agreements." SuffolkCountyny.gov; go to "Government," then "Comptroller," then 1. Salaries "Consultant's Agreements." The Contractor shall not be eligible to receive any salary reimbursement until proof of deposit or payment of all End of Text for Article V 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 ` 35 . S • Y Law No.24-ED-058 Town of Southold Community Development Block Grant 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'x' 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 36 Law No.24-ED-058 Town of Southold Community Development Block Grant 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 mU,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 37 Law No,24-ED.-058 Town of Southold Community Development Block Grant 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. 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: 38 Law No.24-ED-058 Town of Southold Community Development Block Grant 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 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. 39 I 'Law No.24-ED-058 Town of Southold Community Development Block Grant C. 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 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 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 40 Law No.24-ED-0.58 Town of Southold Community Development Block Grant 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 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. 41 Law No.24-ED-058 Town of Southold Community Development Block Grant 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. 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 a 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 42 Law No.24-ED-058 Town of Southold Community Development Block Grant 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: a. Project Description Forms b. Environmental Survey c. Demographic Survey d. Budget Modifications e. HUD/EEO-4 Employment Data Form f, 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 43 x � Law No.24-ED-058 Town of Southold Community Development Block Grant 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: 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 44 Law No.24-ED-058 Town of Southold Community Development Block Grant 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 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 45 i r Law No.24-ED-058 Town of Southold Community Development Block Grant 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. I 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 46 Law No.24-ED-058 Town of Southold Community Development Block Grant 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) 47 Law No.24-ED-OS8 Town of Southold Community Development Block Grant Exhibit I SUFFOLK COUNTY PAYMENT VOUCHER Dept.: Contact: Payment Voucher 9 Responsible Agency Entered By.Date Dept.Address C)4,5 3 0 6:111 1 Siii Vendor Code(rax TD) - '7- id6- tFy,(yy)7) DocurnerTotal(IncludeCc 1, Vendor Name&Mailiag Addre-us Vendor Remit Address(if different) L. Reference Document cam I Invoice Fund Dcpr Unit '5.b Aetv Obj Sub PpC.Pital (02) Ln# [—Nubc,(12)Ln(.-,) (4) Unit (4) obj(2) Cat 4)Project JV I Cd(2)Number(11)Ln(2) 1 1 (2) 1 (8) r%cv(4) BSAcct(4) Description(17) Amount(include Ccnts) 1113 -F,- 01 021 04 7777T I L 1 0.51 1 1 1 1 1 1 1 1 1 Additional Comments DEPARTIMEN'TCER17FICA71ON: I hereby certify that the materials above PAYEE CERTIFICATION: I certify that the above expenditures am just. spccifitcd have been rcceivcd by mc in good condition without rubstitution.Tho true and correct:that no part thereof has been paid except as stated;that the scrvicc,properly performed and that the quantities thereof have been vcrirscd balnuce,is actually due and'owing:that taxes from which the County is with the exceptions of discrepancies noted and payment is approved. c.-4tcmpt are excluded and that I have read and am familiar with the provisions oft-ocat Law 32-1980 as detailed in the payee instruction section of this voucher. SIGNED DATE TITLE PAYEES SIGNATURE TITLE NAME OF COMPANY Form PV Original: Audit&Control Copy: DepartFnent Accounting 5"105 In2 48 - i Law No.24-ED-058 Town of Southold Community Development Block Grant Exhibit 2 COUNTYOFSUFF'OLK COUNSULTANTS EXPENSE SU,MARY DEPAMIENT OF AUDIT d:CONTROL—FOLM ARC 109 CONSUI,TANT'SNWdE I'M BEGthW PcUIOD WING 1 4 5 6 I' 10 1 l2 13 14 15 16 AMOUNT apenkmeItems 21 22 13 14 ?i Pi 29 30 31 DLE ,RMI or Bus , rsnspon auto Rental orhfileag Attach Sch 6) f � I Falk and P�'.an;Eers 1l'axiotl,housbe ( i Attach schedule) 4 ! 1 I t Lodgi r fea!r!'ips !� i RTys 1 t elephonaandTeeyagh j tateai3ls or Supplies Ment Chet Supporting Seniz Attach Srh-edule) b��, S AlltxNakutS�toWYiredby�C.^CQf1Cdbka+dr0 rUde}�+t2j31J1. TOTALIlElALRURSABCECONSULTAATIM, \'eeessar;e purct�s:s of r�t�ials,s�liw,eq�ipmen ars��ixs sbould'oc vlgted by summaries sboiing Ct k,dcs*oq mh er.�a:4 putpm AMEORIZED SIGNATM 49 + M T.aw No.24-ED-058 Town of Southold Community Development Block Grant Exhibit 3 COUIM OP SUFFOL, COLD MAYS TBIE SM MARY DEPARTMENT OF AUDIT&CO,f MOL-FORMA&C 108 CONSULTANT'SN.A.ME PMQDBEG IMicy PERIODE1QD1'NG 15 6 h 9 1110 111 12 113 It4 15 to TOTAL TE I TOTAL Fame of St member 17 1S 119 P0 21 22I 4 P6 21 r28 g 0 1 OURS PERIal` DUE i I I ( f i i 11 � I I i ! 11 � ' I E Ij I I S TOTAL REMLT ABLE CO3I$DITANT TL11E AUTHORIZED SIGATATURE 50 yVWIT- i 1 1 � Law No.24-ED-058 Town of Southold Community Development Block Grant Exhibit 4 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] 51 Law No.24-ED-058 Town of Southold Community Development Block Grant 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. 52 Law No.24-ED-053 Town of Southold Community Development Block Grant Exhibit 6 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. 53 REQUIRED DOCUMENTATION FOR SUBRECIPIENT CONTRACTS Gibintit 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-22-UC-36-0102 14.218 Planning Awarding Official Name and County Contract Number: Identify the dollar amount available Federal Award Date: Contact Information: 23-ED-042 under each Federal award and the 9/21/22 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 9/1/2022-8/31/2024 Assistance Listing Number): Period Start and End $134,00 Date: Federal Amount and%(other 9/1/2022-8/31/2024 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 QFNADND8HTG5 134 000 Subrecipient by County including current PO Box 1179 Research&Development Total Federal Award Committed to obligation: Southold,NY 11971 ❑Yes NNo Subrecipient by the County: $134,000 134 000 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.