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HomeMy WebLinkAboutSC Office for the Aging - Shopping Assistance Program �o`��SUff�1�c°o z RECEIVED v � JUL - 6 20 Office of the Town Attorney Southold Town Clerk Town of Southold Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone : 631-765-1939 Facsimile: 631-765-6639 MEMORANDUM To: Denis Noncarrow, Town Clerk From: Melissa M Mirabelli Secretary to the Town Attorney Date: July 6, 2023 Subject: Agreement between Town of Southold and SC Office of Aging Shopping Assistance Program With respect to the above-referenced matter, I am enclosing the original Agreement together with the Resolution. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you. /mmm Enclosures cc: Accounting Land Preservation Rev. 11/14/2022;Law No. 23-A&-047 IFMS 00000013683 -Shopping Assistance Program 001-6777-KITI-4980-95285 Southold Shopping Assistance Program This Contract("the Contract") is between the County of Suffolk("the County"), a municipal corporation of the State of New York, acting through its duly constituted Office for the Aging ("the Department"), located at the H. Lee Dennison Building, 100 Veterans Memorial Highway,P.O. Box 6100,Hauppauge,New York 11788-0099;and Town of Southold ("the Contractor"), a New York municipal corporation,having an address at 53095 Main Road,P.O. Box 1179, Southold,New York 11971. The Contractor has been designated to receive funds from the County to provide a Shopping Assistance Program for the Elderly("the Services") as set forth in Article I, entitled"Description of Services." Term of the Contract: January 1,2023 through December 31,2023;with an option,to be exercised at the County's , discretion,to June 30,2024 on the same terms and conditions herein. Units of Service: 1,000 Units of Shopping Assistance 80 Unduplicated Served *A Unit of Service will be defined as one client contact. Total Cost of the Contract: Shall not exceed$40,000.00,to be paid as set forth-in Articles V and VI as set forth herein,unless revised by a Suffolk County Resolution and in accordance with paragraph I.e. of Article V of this Contract. Terms and Conditions: Shall be as set forth in Articles I through VI,attached hereto and made a part hereof. In Witness Whereof,the parties hereto have executed the Contract as of the latest date below. Town of South ld County of Suffolk By: Cul By: ScottA. Russell Lisa M. Blac Supervisor Chief Depu County Executive Fed. Tax ID#: 11-6001939 7X / /_N� Date S��I 7 3 Date S1}� �e/I� hereby Approved: certifies`under penalties of pperju(ry_`that I am an officer of Suffolk County Office for the Aging T"n l�()�)3"i 16 IU` that I have read and I am familiar with§A5-8 of Article V of the Suffolk By: /1 County Code,and that�(7i cS(��(�i �� meets Holly . Rhodes-Teague -T— Director, Offic for the Aging all requirements to qualify for exemption thereunder. r Date Name Date S Recom ended: i Approved as to Form: Dennis M Brown By: Acting Suffolk Cc my Attorney Michelle Belsky Food Se ice Sperxisgr� By: Date ( 01 OL Liliana Canela Magarin Assistant County Attorney Date &fa3/23 0076429 1 of 40 pages Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 List of Articles Article I Description of Services 1. Conflicting Provisions 2. Services 3. Contract Agency Performance Measures and Reporting Requirements -Local Law No. 41-2023 4. SuffolkSTAT Article IA Grievance Procedures 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 2 of 40 pages 1 r Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 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 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 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 16. Notification of Cyber Security Breach 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 3 of 40 pages l Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 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 9. Statement of Other Contracts 10. Miscellaneous Fiscal Terms and Conditions a. Limit of County's Obligations b. Duplicate Payment from Other Sources c. Funding Identification d. Outside Funding for Non-County Funded Activities e. Potential Revenue f. Payments Contingent upon State/Federal Funding g. Denial of Aid h. Budget i. Payment of Claims j. Payments Limited to Actual Net Expenditures k. Travel, Conference, and Meeting Attendance: SOP A-07 Amendment 1 1. Salaries m. Salary Increases n. Contractor Vacancies o. No Limitation On Rights p. Comptroller's Rules and Regulations Article V1 Budget 4 of 40 pages Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Article I Description of Services Whereas,the Contractor has been identified in the 2023 Suffolk County Adopted Budget under the pseudo code as listed on page one of the Contract to perform the Services for the Department; and Whereas,the continuity of service delivery is considered to be in the best interest of the County and the elderly residents of Suffolk County for the best possible outcomes; Now therefore, in consideration of the mutual provisions and covenants hereafter set forth, the parties hereto agree as follows: 1. Conflicting Provisions In the event of any conflict between this Article I and any other provision to this Contract, such other provision shall prevail unless it is expressly stated that this Article I shall prevail. 2. Goals of the Program The Shopping Assistance Program ("The Program")provides assistance to Suffolk County residents aged sixty(60) and over, Clients who have difficulty accessing essential products due to illness, incapacity, disability or the absence of a caregiver. Specifically, the program provides Clients with assistants, who help Clients order essential items, such as groceries and medication,via online shopping, curbside pick-up, and/or shopping in person. 3. General Terms and Conditions In general,but without limitation,the Contractor shall be required to meet the criteria listed below: a. The Contractor may not impose a means test of eligibility. No income or asset information may be used to determine eligibility for service notwithstanding any other provisions of this Contract. b. The Contractor and all of their subcontractors shall adhere to the terms of the Department's New York State (NYS) Area Plan,to the extent that the program is a part thereof, and the Department agrees to make the NYS Area Plan available to the Contractor. C. The Contractor is to afford priority to servicing those elderly persons whom New York State has identified as the target population(minority, low-income, frail, and vulnerable) in accordance with paragraph 8 below. d. Persons eligible for or receiving the same or a similar service under another government-funded program are not eligible for this service. However, determination of eligibility must be done on an individual basis recognizing specific circumstances as they pertain to the person's need. e. The Contractor may not charge any fees for services. 4. Administration Overall administration of this program will be the responsibility of the Contractor. The Contractor or its designee will ensure proper implementation and direction of the services, act as liaison between the 5 of 40 pages ARTICLE I Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Department and the actual recipients of service and ensure accuracy and timeliness of submission of all reporting forms and expenditures. 5. Contractor's Staff a. The Contractor shall employ adequate numbers of qualified staff,which may include volunteers, and supervisory personnel to meet all the specifications and responsibilities of the program in an orderly, punctual, and reliable manner. All meetings and trainings required by the County are to be attended by the appropriate staff. The Contractor will have on file with the Department the procedures to be followed by workers and other staff in case of emergency. b. The Department has the right to review and approve Contractor's staff applicable to the Program. C. The provisions of this paragraph 6 are in addition to the provisions of Article V, paragraph 10, subparagraph n. 6. Coordination The Contractor shall coordinate the delivery of services with other providers and organizations to provide the most suitable outcomes and minimize possible duplication of effort. In order to accomplish this,the Contractor will undertake activities such as,but not limited to,participation in inter-agency meetings, coordination of referrals and follow-ups with other local service providers, entering into agreements with other organizations for joint efforts and/or funding, centralized assessment and maintaining up-to-date resource materials both within and outside the Contractor's organization. 7. Targeting and Outreach a. The Contractor,to the extent it has discretion regarding to whom it will provide services, must give preference to providing services to those unserved and underserved older adults in greatest social or economic need particularly those older adults who are: low-income, low-income minorities, individuals with limited English proficiency, rural residents,Native Americans, institutionalized or those at risk for institutionalization, individuals with Alzheimer's and related disorders, individuals with disabilities, caregivers of individuals with Alzheimer's related disorders and individuals with disabilities,minorities, frail, vulnerable, LGBT and homebound, in accordance with their need for such services and to meet the specific objectives established by the Department within the PSA(OAA §305 (a)(2)(E)). The term"greatest economic need" is defined as the need resulting from an income at or below the poverty levels as established annually by the U.S. Office of Management and Budget. The term "greatest social need" refers to the need caused by non-economic factors which include physical and mental disabilities, language barriers and cultural, social or geographical isolation including isolation caused by racial or ethnic status that restricts an individual's ability to perform normal daily tasks or threatens the capacity of the individual to live independently (OAA §102 (23 and 24)). b. The Contractor agrees to concentrate the services on older adults in the targeted populations identified by the Department following the methods the Department has established for complying with the targeting requirements under the OAA and the Equal Access and Targeting Policy issued by the New York State Office for the Aging. Consistent with the OAA and NYS applicable regulations, including the following laws: the Older Americans Act (OAA), Title III of / the Code of Federal Regulations, 45 CFR 1321; the NYS Elder Law and relevant NYS regulations (Title 9, Subtitle Y of the New York State Code of Rules and Regulations);the 6 of 40 pages ARTICLE I i z a Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Contractor's targeting goal is to substantially increase the numbers of older adults from targeted population groups (minority, low-income, frail, vulnerable). C. The following target groups have been identified as having the greatest economic and social needs: minority, low-income, frail and vulnerable. i. Minority —persons of Black,Hispanic, Asian,Native American(American Indian), Alaska Native,Native Hawaiian or Other Pacific Islander origins. Persons whose origins are of Two (2) or More Races or who are identified as being in a racial category different from those above (other than white) may be included(see the Other Race or Two (2) or More Races categories, defined below). a) Black-refers to a person who has origins in any of the Black racial groups of Africa. This includes, for example,persons who self-report as Black, African American, Kenyan,Nigerian, Haitian or other applicable identification. b) Hispanic (or Latino) - refers to a person of Cuban, Mexican, Puerto Rican, South or Central American, or other Spanish culture or origin regardless of race. Hispanic origin can be viewed as the heritage,nationality group, lineage, or country of birth of the person or the person's parents or ancestors before their arrival in the United States. People who identify their origin as Hispanic, Latino, or Spanish may be any race. C) Asian-refers to a person having origins in any of the original peoples of the Far East, Southeast Asia, or the Indian subcontinent, including,but not limited to, Cambodia, China, India, Japan, Korea,Malaysia, Pakistan,the Philippine Islands, Thailand, and Vietnam. d) American Indian or Alaska Native -refers to a person having origins in any of the original peoples of North and South America(including Central America) and who maintains tribal affiliation or community attachment. This category includes people who indicated their race(s) as "American Indian or Alaska Native" or reported their enrolled or principal tribe, such as Navajo, Blackfeet, Inupiat, Yup'ik, and/or Central American or South American Indian groups. e) Native Hawaiian or Other Pacific Islander-refers to a person having origins in any of the original peoples of Hawaii, Guam, Samoa, or other Pacific Islands. f) Other Race or Two (2) or More Races -this category includes persons who self-identify as multiracial,mixed, interracial, or a racial category other than white, not included in the descriptions above. ii. Low-Income - Persons with incomes at or below one hundred percent(100%) of the poverty level. iii. Frail - Persons with one (1) or more functional deficits in the following areas: a) Physical functions; b) Mental functions; 7 of 40 pages ARTICLE I Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 C) Activities of daily living (eating, bed/chair transfer, dressing, bathing, toiletry and continence); and/or, d) Instrumental activities of daily living (meal preparation,housekeeping, shopping, medications,telephone,travel, and money management). iv. Disabled -Any person who has a physical or mental impairment which substantially limits one (1) or more major life activities, has a record of such impairment, or is regarded as having such impairment. This includes alcoholism and drug addiction. V. Vulnerable -Persons with a deficit of social resources, those who are isolated socially, linguistically or geographically, and/or those affected by other environmental conditions including the following: a) Language barriers; Limited English Proficiency- Individuals who do not speak English as their primary language and who have a limited ability to read, write, speak, or understand English may be limited English proficient, and may be eligible to receive language assistance with respect to a particular type of service, benefit, or encounter. b) Rural residence; C) Persons with disabilities; d) Institutionalized or at risk of institutionalization; e) Lesbian, gay,bisexual,transgender (LGBT) older adults; f) Low literacy; g) Older adult caregivers of children with developmental disabilities, mental illness, or other disabilities requiring a caretaker (e.g., traumatic brain injury); h) . Homebound; and, i) Alzheimer's or other Dementia. d. In order to comply with Targeting requirements, the Contractor must employ Outreach Strategies which may include,but are not limited to, locating target populations using Census or other resource data, translated printed materials, location of services in catchment areas for targeted populations,publicity to community-based groups, and minority staff/volunteers. 8. Equal Access a. The Contractor shall comply with requirements for equal access including language accessibility, nondiscrimination and concentration of services on target populations. b. The Contractor shall adopt staffing procedures which provide for services to be delivered in a language other than English in areas where a significant number of Clients do not speak English as their principal language. C. The Contractor shall provide maximum accessibility to those older adults in greatest economic or social need, and ensure that new sites be free from architectural barriers that limit participation of disabled older individuals (NYS regulations, Title 9, Subtitle Y, §6652.2 (1) and Section 504 of the Rehabilitation Act of 1973). Accessibility requirements include provision of services and assistive devices (including assistive technology services and devices) designed to meet the unique needs of older individuals who are disabled, and of older individuals who provide uncompensated care to their adult children with disabilities. Providers must ensure that 8 of 40 pages ARTICLE I Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 communications with individuals with disabilities are as effective as communications with others (ADA, 28 CFR 35.160-35.164). For example, auxiliary aids and services may include: • For individuals who are deaf or hard of hearing: qualified interpreters,note takers, computer-aided transcription services, written materials,telephone handset amplifiers, assistive listening systems,telephones compatible with hearing aids, closed caption decoders, open and closed captioning,telecommunications devices for deaf persons (TDDs), videotext displays, and exchange of written notes. • For individuals with vision impairments: qualified readers,taped texts, audio recordings,Brailed materials,large print materials, and assistance in locating items. • For individuals with speech impairments: TDDs, computer terminals, speech synthesizers, and communication boards. d. Additionally, consistent with the Civil Rights Act of 1964, Title VI,the Title VI regulations, federal Executive Order 13166, and the NYS Human Rights Law. All AARs and subcontractors are required by law to take reasonable steps to provide meaningful access to limited English proficient persons. All aging services providers are obligated to provide reasonable, timely, and appropriate language assistance to the limited English proficiency(LEP)populations each serves. Mandated Action: The Contractor shall, at a minimum, maintain a telephonic interpretation service contract or similar community arrangement with a language interpretation services provider of their choice. The Contractor's staff for this Program with public contact must be aware of, and trained in the timely and appropriate use of, these language services. The Contractor shall also ensure that LEP persons are informed of the availability of language assistance, free of charge, by providing written notice in languages LEP persons will understand at service locations. 9. Reporting Requirements One (1) shopping assistance unit equals one contact for shopping. a. The Contractor shall submit to the Department monthly reports covering program activity and expenses incurred during the reporting period. Such reports must be submitted to the Department by the eighth(8ffi) day of the month following the period being reported, and be on a form specified by the Department and shall comply with all procedures required by the Department for the proper payment of vouchers and audits. b. Financial reports, or vouchers, also must never contain the names of the Clients served,but may be coded to indicate the particular client served. Demographics The Contractor must at a minimum determine and maintain the following specific type of demographic information for each individual receiving services: • Name. • Sex. • Age. 9 of 40 pages ARTICLE I a r Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 • Disabled/Frail. • Vulnerable. • Live Alone. • Low-Income - The need resulting from an income level at or below the poverty threshold, as established by the Bureau of the Census and updated annually as follows: Size of Family Unit 100 % of Poverty Threshold 185 % of Poverty Threshold 1 $14,580/year $26,973/year 2 $19,720/year $36,482/year • Minority. • Low-Income Minority-those minority persons whose income is at or below the poverty threshold. 10. Incident Reporting a. The Contractor agrees to provide the Department with reports of all instances of claims, costs, damages, and injuries to persons or property of whatsoever kind arising out of services provided under this Agreement. All such notifications should be given to the Department immediately after the incident, if possible,but in no case longer than five (5) days after the incident. The Contractor further agrees to send the Department copies of all "notices of claim" or any other papers relating to litigation it receives relating to the program covered under this Contract. b. The Contractor will report at least verbally to the Department, within twenty-four(24)hours any incidents involving the client,whether the incident requires medical attention or not. A written follow up of such incident shall be sent to the Department within five (5) days of occurrence. The Contractor will report any circumstances outside normal events that affect the well-being of the client, including deteriorating conditions and significant changes that might lead to unsafe conditions for the client. 11. Confidentiality Confidential records shall be maintained on each recipient. Reports, as required by the Department, should not contain the names of any Clients, and identifying codes should be used to indicate particular Clients served, if necessary. a. The Contractor agrees that no personal information obtained from an individual in conjunction with this program shall be disclosed in a form in which it is identified with the individual without such individual's written consent to such disclosure, except to the Department. b. In the case of a request by the Department for names and addresses of individuals participating in the program,the Contractor shall furnish such information as requested. Failure to comply with a request by the Department for such information shall be deemed a material breach of this Contract and shall result in a freeze on all monies due and owing to the Contractor until compliance by the Contractor. 10 of 40 pages ARTICLE I a Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KITI-4980-95285 12. Promotions and Advertisements a. It is the responsibility of the Contractor to provide publicity for the program and to have an identifying logo in equal sized lettering on any printed materials and on all brochures, flyers, and advertisements (including without limitation television graphics), and on program vehicles, as follows: Funded by the New York State Office for the Aging and the Suffolk County Office for the Aging b. Any announcements of the program on radio or television must identify funding in the same manner. C. The provisions of this paragraph supersede the provisions of paragraph 20 of Article III. 13. Contributions a. The Contractor may not impose a means test of eligibility. No income or asset information may be used to determine eligibility for service notwithstanding any other provisions of this Contract. Any Suffolk resident sixty (60)years of age or older is eligible to receive this service. b. The Contractor has the obligation to inform each recipient of the service, of the opportunity to make a completely voluntary and anonymous contribution toward the cost of the service. Service may not be denied, however, if a person is unable or unwilling to make a contribution. An audit trail of all incoming contributions received must be reported monthly. All contributions are used to expand the service. The letter sent to each recipient annually informing him/her of these facts must include the sources of funding for the program and must include the following information: Contributions are welcomed and are used to expand this service. Contributions to this (these) service(s) are completely voluntary and anonymous. Service will not be denied if you are unable or unwilling to contribute. Any contribution you wish to make will be used to expand the program and will be greatly appreciated. C. Individuals with self-declared incomes at or above one hundred eighty-five percent(185%) of the federal poverty line will be encouraged to contribute at levels based on the actual cost of services. 14. Participant Comments & Satisfaction Surveys Pursuant to the NYS Office for the Aging Regulations Section 6654.8,the Contractor shall develop and implement procedures to obtain the views of program participants about the services they receive. Copies of records of such views shall be maintained for at least seven(7) program years and shall be available to the Department for inspection upon request. Such method shall respect the client's right to confidentiality. In any event, at conclusion of the service, but not less often than annually,the Contractor shall send each recipient an evaluation letter and survey in the form approved by the Department. 11 of 40 pages ARTICLE I Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 15. Monitoring a. Financial Transactions The Department's staff and staff of the New York State Office for the Aging may examine or review evidence regarding the existence, timing and classification of financial transactions that are charged to the program for reimbursement. To obtain this evidence, such staff may examine documentary evidence, including financial statements, financial reports, and original records. Such staff may make physical verification by actually observing or counting certain assets (e.g., cash, equipment and supplies)to establish their physical existence. b. Program Subject to the limitations of client confidentiality,the contractor agrees to permit the Department's staff and staff of the New York Office for the Aging to review program records and to monitor training, supervision and services at any time. 16. Grievance Procedures In accordance with§306(a) (10)of the Older Americans Act, as amended(OAA),the Department has established a process for resolving complaints from older persons who are dissatisfied with or denied services funded under Title III of the Act. The Contractor shall comply with the requirements of the Grievance Procedures as set forth in Article IA-Grievance Procedures. 17. Certificate of Incorporation The Contractor (if not a town or other municipal corporation) shall furnish the Department with certified copies of its Certificate of Incorporation and bylaws, including any amendments thereto, at the time it signs this Contract, to the extent not already on file with the Department, and any amendments thereto during the term of this Contract promptly upon their adoption, and a list of the board members governing the Contractor from time to time. The Contractor shall not dissolve any existing corporation or establish any new corporation with the responsibility for the operation of the program without the prior written approval of the Department. 18. Contract Agency Performance Measures and Reporting Requirements—Local Law No. 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 Measurement 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 No. 41-2013. 12 of 40 pages ARTICLE I Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 19. SuffolkSTAT 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 SuffolkSTAT application by linking onto http:Hsuffolkstat.suffolkeountM.gov. There are no KPI's reported for this contract now. 13 of 40 pages ARTICLE I Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Contractor's Proposal and Response for Targeting and Equal Access 14 of 40 pages - ARTICLE I JACQUELINE MARTINEZ Nutrition Program Senior Citizens Program SVFF®c/f' g �® �® Home Delivered Meals Director Case Management Town of Southold Essential Transportation P.O.Box 85 Shopping Assistance 750 Pacific Street Z �` Program Mattituck,NY 11952 45) Senior Adult Day Tel.(631)298-4460 4, !° Care/Katinka House Fax(631)298-4462 �.! Alzheimer's Day Care Residential Repair 10 �3 Town of Southold CSE Shopping Assistance Program Program Narrative 1/1/23 —12/31/23 Program Narrative: Southold Town Senior Services provides both regular route and demand responsive transportation services to senior residents of Southold Town. As a result of the town's rural nature along with the lack of other dependable, efficient and affordable transportation options, seniors are often isolated and unable to access services vital to their continued independence. Southold Town's Shopping Assistance Program is a shopping program for seniors who are unable to independently shop for groceries and/or medications for themselves. It is available for those seniors who are essentially homebound,with mobility issues and no informal or formal supports in place to meet their shopping needs. Our goal for the 1/1/23 -12/31/23 program year is to provide 1,000 units of service to 80 unduplicated seniors. An envelope will be provided to allow seniors to make a voluntary and anonymous contribution. Our suggested contribution will be $5.00 and no senior will be denied service due to inability or unwillingness to pay. For the 1/1/22 -12/31/22 program year, Southold Town Senior Services provided 21 units of service to 8 unduplicated seniors. These totals reflect 5 months of service as the actual program was implemented with the first consumer on 7/28/2022. In addition, a Driver was hired for the program. All 21 units of service provided were Direct escort assistance shopping as listed below as option one. Utilizing our newly purchased Galaxy S8 5G Tablet will help to expand the program by providing more access to both the Direct assistance online and remote shopping options. The Greenport Rotary will be donating 15 new Galaxy Tablets for seniors this year. These tablets will be distributed to those seniors that are computer literate and able to place their shopping orders online. Delivery or pick up will be coordinated with Program staff. The current options for shopping assistance are as follows: 1. Direct escort assistance with shopping. Program staff will transport seniors to and from the market/pharmacy and assist them with shopping and transporting their groceries. 2. Direct assistance with online ordering of groceries and other essentials. Program staff will schedule an in-home appointment to help seniors place their digital order using an electronic tablet equipped with a Jet Pack signal booster. This allows for improved access to the internet through a cellular connection thus eliminating the need for preexisting internet Wi-Fi service. Seniors will be required to use their credit card when placing their orders and pick up or delivery plans will be coordinated with program staff. If an order is scheduled for pick up, our driver will deliver to the home and complete the order by reviewing and verifying with the senior the order is correct. If the groceries are scheduled for delivery,program staff will coordinate the delivery date and time with the senior and verify the order once received. Duplicate copies of orders will be maintained in the client's confidential file with all credit card information redacted. 3. Program staff will provide remote shopping assistance to seniors from the Senior Center. Telephone appointments will be scheduled and orders will be placed online on behalf of the senior. Delivery or pick up will be coordinated with program staff and the senior will be assisted as needed with receiving and reviewing their order for accuracy. Seniors will provide their credit card information to complete their order and no credit card information will be kept on file. One of the most challenging parts of aging is the inability to complete basic self-care tasks on a day-to-day basis required for independent living. Due to a variety of health issues and some of the general effects of aging,many seniors have difficulty with their Activities of Daily Living or ADLs (i.e., functional mobility) and Instrumental Activities of Daily Living or IADLs (i.e., managing transportation, shopping, handling finances, etc.). Seniors who are able to shop independently will be enrolled in our current senior transportation program which provides regular route shopping service throughout the community. Identifying and prioritizing seniors who would benefit most from this service is accomplished initially by using the existing COMPASS Assessment Tool. Clients enrolled in our home delivered meal program receive a comprehensive assessment to determine program eligibility. The assessment includes several key components that may serve as indicators there is an unmet need. These sections address the client's status in the following areas: 1. Living Arrangements (frail/live alone). 2. Technology (barriers to using a computer to meet needs and access services). 3. Health Status (chronic illness and/or disability). 4. Nutrition(BMI and NSI tools to identify nutrition'problems including physical inability to shop for food). 5. Medication (inability to physically obtain medications). 6. IADLS History (reviews current activity status and notes if needs are'met by informal or formal supports or remain unmet. Specifically addresses shopping and transportation 7. ADLs History (addresses specific mobility limitations). 8. Services Receiving (lists provider information on current services utilized, including assisted transportation and shopping). Seniors are prioritized by greatest need and contacted by our HDM Assessor to see if there is an interest in enrolling in the Shopping Assistance Program. Follow up contact will be completed by program staff who will review service parameters with the senior and determine what shopping assistance option is the best fit to meet the needs of the individual. Equal Access to Services and Targeting Plan: The population of aged 60+residents in Southold Town is approximately 32.23% according to 2010 census data. Targeting and expanded outreach efforts will continue to be a major priority for the upcoming year. In following guidelines set forth under the Older Americans Act, Southold Town Senior Services continues our commitment to our goal of providing transportation services to underserved and/or minority elderly residents. According to the 2010 U.S. Census, 3.47% of the elderly residents in Southold Town are minority. Our percentage of minority seniors served was 6 %which was above our targeting goal of 3.47%. We are hoping to increase visibility of the shopping assistance program with emphasis on improving access to the four target groups which have the greatest economic and social needs. These groups include minorities, low income, frail and vulnerable persons aged 60 and older. Targeted groups for improved service will also include those with Limited English Proficiency (LEP), lesbian, gay, bisexual, and transgender(LGBT) older adults. Ensuring equal access to language services for all is a high priority and is achieved through a contract that has been established with Geneva Worldwide Language Translation Services. Staff is aware of and trained in the timely and appropriate use of these languages' services. As a contractor with SCOFA, we will fully comply with requirements of both the Equal Access to Services and Targeting Policy (12-PI 08) and the Telephonic Interpretation Policy (12-IM-03)to meet our goal of increasing access to the most vulnerable elderly,particularly those with limited English proficiency. Staff will ensure that those with limited English proficiency (LEP) are informed at the time of service of the availability of free language interpretation assistance orally and in writing by providing written notice in languages the LEP person will understand at time of service. In addition, signs are posted at the entrance of our senior center that highlight the free service available to all seniors participating in any senior citizen program. We also provide information on the Town's website informing Southold residents, community service organizations and local churches about the available language assistance. Access will also be provided via the Southold Town Justice Court's comprehensive list of court interpreters available pursuant to section 387 of the Judiciary Law. We have increased visibility and expanded access to our services through existing print outreach, i.e., brochures,newspapers, senior center menus and activity calendars. The website for Town of Southold www.southoldtownngov is a great resource and all activities,program announcements and updates are posted weekly. Important links for programs and services and related forms can be easily accessed. In addition,we are featured in Stony Brook Eastern Long Island Hospital's Senior Options and Solutions Program newsletter which is distributed throughout the town. We continue our coordination efforts with the Center for Advocacy, Support and Transformation(CAST)to encourage seniors to fully utilize senior programs and specifically target the low income and low-income minority populations they serve. Southold Town Senior Services is partnered with Family Service League of Suffolk County NNORC Program. The goal of the NNORC, LI Sound Senior Care, is to improve the quality of life for geographically isolated seniors in Greenport West and Greenport Village. Our partnership will allow for greater collaboration and direct access to the low-income minority elderly in this geographic area and serve as a valuable resource for seniors who may benefit from the shopping assistance program. In 2011, we initiated a working relationship with the SAGE organization to increase a shared awareness of available activities and services to the LGBT community and we-continue to provide our senior community with their current information and outreach events. In 2015, Southold Senior Services began our partnership with the Nassau-Suffolk Hospital Council and became a host site for the Consumer Assistance for the Aged, Certified Blind and Certified Disabled Program. An Application Assistance Navigator is on site one day monthly to help qualified individuals apply for health insurance coverage specific to their needs. In addition, seniors with disabilities will continue to be provided referral and/or access to various services by Southold Town and ABD staff. These services include answering ADA compliance questions/complaints and assistance in applying for SCAT or other medical transportation services. The Shopping Assistance Program was added to this list of specialized services for the frail and disabled seniors. Additional outreach efforts include: • Program highlighted in the Town-wide newsletter and quarterly recreation bulletin that is mailed to all households, brochures distributed in town to pharmacies, medical offices, . physical therapy offices and libraries. • Featured in the Suffolk Times in articles, columns and editorials. • Referrals from Caseworkers for the homebound meals-on-wheels participants • Information provided to local service agencies, community health care providers and hospitals. • Word of mouth from satisfied seniors. • Church Bulletins. • Continue to be featured on Southold Town Government Cablevision Channel 22. • Announcements at the local senior meetings and monthly caregivers' group. • In contract with WLNG Radio to provide frequent and regular PSA's on senior programs offered. • Outreach efforts will include staffed informational tables at hamlet post offices and grocery stores to reach more seniors • Continue to work with Southold Police Department in identifying and referring isolated,frail and vulnerable seniors at risk to our services. e • Community speaking engagements to local civic groups, churches and community organizations. • Co-location of NNORC Program at the Senior Center's Community Outreach Office. Program design and implementation for the Shopping Assistance Program will continue to be closely monitored and adjusted throughout the program year to incorporate greater efficiencies and quality control measures. The Shopping Assistance Program is an important addition to the many senior programs and services we offer in Southold Town. Our ongoing partnership with Suffolk County Office for the Aging allows us to further our shared mission to assist seniors to be as independent as possible and remain at home and in their community. Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Article IA Grievance Procedures I. Purpose A. In accordance with § 306(a)(10) of the Older Americans Act, as amended(OAA), Suffolk County Office for the Aging has established the following process for resolving the complaints from older persons who are dissatisfied with or denied services. II. Notifying Participants of RijZht to File Grievance A. The Contractor shall notify participants and applicants of their right to file a grievance, as follows: 1) A summary of the procedures, including a statement that assistance to file shall be provided to older persons, must be prominently posted at service delivery sites or offices at which participants and service applicants apply for services. Summaries shall also be written in languages other than English where needed to serve the client/applicant population. 2) In-home services participants shall be informed of the grievance procedures through written and verbal statements provided to them upon assessment and/or reassessment for services. B. Denial of Service. Any participant or applicant who is denied services must be given the reasons for the denial. For housekeeping, homemaker, home delivered meals, case management, and other services for which written applications are made, the denial shall be confirmed in writing and the applicant informed of the right to file a grievance and of the individual to whom the grievance shall be addressed. For congregate meals,transportation, recreation, and other services which are applied for by telephone or verbally in person, the client may be told of the right to file a grievance verbally. III. Grievance Process A. Filing of Grievance 1) Participants must submit their grievances in writing to the person(s) that has been designated by a service provider to conduct the initial review. The reviewer may be the director of the service provider agency, or any other person designated by such director who is not familiar with or otherwise involved in the particular grievance. 15 of 40 pages ARTICLE IA Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 2) The grievance should be filled within thirty(30) days of denial,reduction, or termination of services, or of the event or circumstance with which the participant is dissatisfied. The service provider may grant an extension for good cause shown. 3) The grievance should be filed on the enclosed form, which shall include a written statement setting forth in detail the date,time, and circumstances that are the basis of the complaint. B. Investigation and Response to Grievance 1) The designated reviewer who performs the initial review shall investigate the grievance. If appropriate,this may include meeting with the grievant and/or other persons involved in the action(s) complained of or in the denial of services. The reviewer shall review all pertinent facts and/or documents, and shall determine whether the complained-of agency action or determination was consistent with applicable federal and State laws,regulations, and policies. 2) The designated reviewer shall prepare and send a written response to the grievant within fifteen (15) days after the grievance is filled. The response shall set forth the circumstances relating to the grievance, the action requested by the grievant,the findings of the reviewer, a proposed remedial action, if any, and an explanation of the determination, including the facts relied upon. A copy of its decision must be forwarded to the Director of the Suffolk County Office for the Aging. 3) The designated reviewer shall create and maintain a Complaint File consisting of the grievance form, all documents and/or information relied upon in making a determination, and the written response described above. C. Appeal of Initial Response/Decision. If the complaint has been handled by a service provider agency under subcontract to the Suffolk County Office for the Aging and the grievant is not satisfied with the determination reached by such service provider,the grievant has the right to further review as follows: 1) The grievant may initiate a request for subsequent review by the Suffolk County Office for the Aging Director, P.O. Box 6100, Hauppauge,New York 11788-0099 within twenty(20) calendar days following receipt of notification by the service provider agency of its decision. 2) The Suffolk County Office for the Aging Director shall request, and the subcontractor agency shall provide, copies of the Complaint File. The Suffolk County Office for the Aging Director will review the materials to ensure that pertinent policies and procedures have been applied and followed. If appropriate,the Suffolk County Office for the Aging Director or his/her designee 16 of 40 pages ARTICLE I kev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 will meet with the grievant to allow for an opportunity to present information about the grievance. 3) If policies and procedures have been adhered to, the Suffolk County Office for the Aging Director will not overturn the decision of its subcontractor agency. If proper policies and procedures have not been applied, the Suffolk County Office for the Aging reserves the right to overturn the decision. The subsequent review shall be completed within forty-five (45) days of receipt of the request by the grievant and the grievant will be promptly notified in writing of the result of the subsequent review. IV. Recordkeeping The service provider agency which is handling the grievance shall keep a file, for six (6) years, of all relevant documents and records. This shall include at a minimum: the initial grievance; any investigative reports; any written response submitted by the Suffolk County Office for the Aging or service provider agency; any documents or other records submitted by any party; the written Initial Response of the agency; and, if applicable,the notice to the grievant of the right to appeal. V. Confidentiality No information, documents, of records relating to a grievance shall be disclosed by program staff or volunteers in a form capable of identifying the grievant without the written informed consent of the grievant unless the disclosure is required by court order or program monitoring by authorized agencies. 17 of 40 pages ARTICLE I Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 COMPLAINT LETTER FORM Service Provider Letterhead Instructions Please complete both sides of this form. If assistance is needed in completing this form, you may contact (Name and phone). Completed forms should be sent to: Service Provider contact person and address This form must be filed within (30) calendar days of the event or action complained of unless you are granted an extension for good cause. I am requesting a review of the following grievance: ❑ I was denied service. ❑ I am not satisfied with the quality of service or an activity provided by your agency or by your service provider. ❑ I have the following grievance (briefly describe): Date/estimated date of the event or action complained of: Please describe in details what happened or what your grievance is (if you need extra space, use back side of this form): 18 of 40 pages ARTICLE I Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Please state, if you know, what relief you are seeking: Signed: Name (print): Date: Address: Phone Number: End of Article 1A End of Text for Article I 19 of 40 pages ARTICLE I Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Article II b. the Contractor's failure to maintain the amount Definitions and'types of insurance with an authorized insurer as required by the Contract; or 1. Meanings of Terms C. the Contractor's failure to maintain insurance As used herein: required by the Contract with an insurer that has designated the New York Superintendent "Audit of Financial Statements"means the examination by of Insurance as its lawful agent for service of the Comptroller and any Federal or State auditing authority of process;or the financial statements of the Contractor resulting in the publication of an independent opinion on whether or not those d. the Contractor's failure to comply with any financial statements are relevant,accurate,complete,and fairly Federal,State or local law,rule,or regulation, presented. and County policies or directives;or "Budget"means the Contractor's summary or plan of all e. the Contractor's bankruptcy or insolvency;or intended revenue, whether received in the form of fees,grants, County funding,or any other source,and expenditures necessary f. the Contractor's failure to cooperate in an to render the Services. Audit of Financial Statements;or "Budget Deficiency Plan"means an analysis of the cost of the g. the Contractor's falsification of records or Services,changes in fiscal conditions,and required modifications reports, misuse of funds, or malfeasance or to the Contract to continue to render the Services. nonfeasance in financial record keeping arising out of, or in connection with, any "Comptroller"means the Comptroller of the County of Suffolk. contract with the County;or "Contract" means all terms and conditions of this Contract h. the Contractor's failure to submit,or failure to forming all rights and obligations of the Contractor and the timely submit, documentation to obtain County. Federal or State funds; or "Contractor" means the signatory corporation, its officers, i. the inability ofthe County or the Contractor to officials, employees, agents, servants, sub-contractors, obtain Federal or State funds due to any act or volunteers,and any successor or assign of any one or more ofthe omission of the Contractor;or foregoing performing the Services. j. any condition that the County determines, in "County" means the County of Suffolk, its departments, and its sole discretion,is dangerous. agencies. k. the failure to comply with Local Law 41-2013 "County Attorney"means the County Attorney ofthe County of and related contractual requirements. Suffolk. "Federal"means the United States government,its departments, "Department" means the signatory department approving the and agencies. Contract. "Fringe Benefits"means non-wage benefits which accompany, "Engineering Services"means the definition of the practice of or are in addition to, a person's salary, such as paid insurance, engineering and the definition of practice of land surveying, as sick leave,profit-sharing plans,paid holidays,and vacations. the case may be, under Section 7201 and Section 7203 of the State Education Law,respectively. "Fund Source"means any direct or indirect sum payable to the Contractor by the County pursuant to any lawful obligation. "Event of Default"means "Legislature"means the Legislature of the County of Suffolk. a. the Contractor's failure to perform any duty required of it under paragraphs 1(b)-(e) of "Management Letter" means a letter certified as true by the Article III of the Contract;or Contractor's certified public accountant or chief financial officer of findings and recommendations for improvements in internal 20 of 40 pages ARTICLE H Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 fiscal control that were identified during an Audit of Financial Statements, but which were not required to be included in,an audit report. "Municipal Corporation" means a town, village, or school district. "Services"means all that which the Contractor must do,and any part thereof arising out of,or in connection with,the Contract as described in Article I"Description of Services." "State"means the State of New York. "Statement of Other Contracts" means a complete list of all other contracts under which money has been or will be paid to the Contractor from the County,Federal,or State governments, or a Municipal Corporation,and(i)which are currently in effect or(ii)which have expired within the past twelve(12)months and have not been renewed. "Suffolk County Payment Voucher" means the document authorized and required by the Comptroller for release of payment. "Term" means the time period set forth on page one of the Contract and,if exercised by the County,the option period. 2. Elements of Interpretation Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa. Words importing persons shall include firms,associations,partnerships(including limited partnerships), trusts, corporations, and other legal entities, including public bodies, as well as natural persons, and shall include successors and assigns. Capitalized terms used,but not otherwise defined,herein,shall have the meanings assigned to them in the Contract. End of Text for Article II 21 of 40 pages ARTICLE II a Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Article III be later than five (5) days after a license General Terms and Conditions holder has lost the license required to qualify the license holder or the Contractor to perform 1. Contractor Responsibilities the Services. a. Duties and Obligations iii.) In the event that the Contractor is not able to perform the Services due to a loss of i.) It shall be the duty of the Contractor license,the Contractor shall not be reimbursed to discharge,or cause to be discharged,all of for the Services rendered after the effective its responsibilities, and to administer funds date of termination of such license. Without received in the interest of the County in limiting the generality of the foregoing,if any accordance with the provisions of the part of the Contract remains to be performed, Contract. and the termination of the license does not affect the Contractor's ability to render the ii.) The Contractor shall promptly take Services,every other term and provision ofthe all action as may be necessary to render the Contract shall be valid and enforceable to the Services. fullest extent permitted by law. iii.) The Contractor shall not take any d. Documentation of Professional Standards action that is inconsistent with the provisions of the,Contract. The Contractor shall maintain on file,in one location in Suffolk County,all records that demonstrate that it has iv.) Services provided under this Contract complied with sub-paragraphs (b) and(c)above. The shall be open to all residents of the County. address of the location of the aforesaid records and documents shall be provided to the County no later than b. Qualifications, Licenses, and Professional the date of execution of the Contract. Such Standards documentation shall be kept,maintained,and available for inspection by the County upon twenty-four (24) The Contractor represents and warrants that it has,and hours notice. shall continuously possess, during the Term, the required licensing, education,knowledge, experience, e. Credentialing and character necessary to qualify it to render the Services. i.) In the event that the Department, or any division thereof,maintains a credentialing The Contractor shall continuously have during the Term process to qualify the Contractor to render the all required authorizations, certificates, certifications, Services, the Contractor shall complete the registrations, licenses, permits, and other approvals required credentialing process. In the event required by Federal, State,County,or local authorities that any State credential, registration, necessary to qualify it to render the Services. certification or license, Drug Enforcement Agency registration,or Medicare or Medicaid C. Notifications certification is restricted, suspended, or temporarily or permanently revoked,it is the i.) The Contractor shall immediately duty of the Contractor to contact the notify the County, in writing, of any Department, or division thereof, as the case disciplinary proceedings, commenced or may be,in writing,no later than three(3)days pending, with any authority relating to a after such restriction, suspension, or license held by any person necessary to revocation. qualify him,her,or the Contractor to.perform the Services. ii.) The Contractor shall forward to the Department, or division thereof, as the case ii.) In the event that a person is no longer may be, on or before July 1 of each year licensed to perform the Services, the during the Term,a complete list of the names Contractor must immediately notify the and addresses of all persons providing the County,but in no event shall such notification Services, as well as their respective areas of 22 of 40 pages ARTICLE III Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 certification, credentialing, registration, and licensing. iii.) The County is released from any and all liability under the Contract,effective as of f. Engineering Certificate the date of the termination notice. In the event that the Contract requires any Engineering iv.) Upon termination, the Contractor Services,the Contractor shall submit to the County,no shall reimburse the County the balance of any later than the due date for submission for approval of funds advanced to the Contractor by the any engineering work product, the Certificate of County no later than thirty (3 0) days after Authorization("Certificate"),issued pursuant to§7210 termination of the Contract. The provisions of of the New York Education Law, of every person y this subparagraph shall survive the expiration performing any Engineering Services. The failure to or termination of the Contract. file,submit,or maintain the Certificate shall be grounds for rejection of any engineering work product submitted v.) Nothing contained in this paragraph for approval. shall be construed as a limitation on the County's rights'set forth in paragraphs 1(c) 2. Termination (iii)and 8 of this Article III. a. Thirty Days Termination 3. Indemnification and Defense The County shall have the right to terminate the a. The Contractor shall protect, indemnify, and Contract without cause, for any reason, at any time, hold harmless the County,its agents,servants,officials, upon such terms and conditions it deems appropriate, and employees from and against all liabilities, fines, provided, however, that no such termination shall be penalties, actions, damages, claims, demands, effective unless the Contractor is given at least thirty judgments,losses,suits or actions,costs,and expenses (30)days notice. caused by the negligence or any acts or omissions ofthe Contractor, including reimbursement of the cost of b. Event of Default; Termination on Notice reasonable attorneys' fees incurred by the County, its agents,servants,officials,and employees in any action i.) The County may immediately or proceeding arising out of,or in connection with,the terminate the Contract, for cause, upon such Contract. terms and conditions it deems appropriate,in the Event of Default. b. The Contractor hereby represents and warrants that it will not infringe upon any copyright in ii.) If the Contractor defaults under any performing the Services. The Contractor agrees that it other provision of the Contract, the County shall protect,indemnify,and hold harmless the County, may terminate the Contract, on not less than its agents,servants, officials, and employees from and five (5) days notice, upon such terms and against all liabilities,fines,penalties,actions,damages, conditions it deems appropriate. claims, demands, judgments, losses, suits or actions, costs,and expenses arising out of any claim asserted for C. Termination Notice infringement of copyright,including reimbursement of the cost of reasonable attorneys' fees incurred by the Any notice providing for termination shall be delivered County,its agents,servants,officials,and employees in as provided for in paragraph 27 of this Article III. any action or proceeding arising out of or in connection with any claim asserted for infringement of copyright. d. Duties upon Termination C. The Contractor shall defend the County, its i.) The Contractor shall discontinue the agents, servants, officials, and employees in any Services as directed in the termination notice. proceeding or action,including appeals,arising out of, or in connection with,the Contract, and any copyright ii.) Subject to any defenses available to infringement proceeding or action.Alternatively,at the it,the County shall pay the Contractor for the County's option, the County may defend any such Services rendered through the date of proceeding or action and require the Contractor to pay termination. reasonable attorneys' fees or salary costs of County 23 of 40 pages ARTICLE III Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 employees of the Department of Law for the defense of claims-made coverage basis. any such suit. b. The County may mandate an increase in the 4. Insurance liability limits set forth in the immediately preceding paragraphs(4)(a)(i),(ii),and(iv). a. The Contractor shall continuously maintain, during the Term of the Contract,insurance in amounts C. All policies providing such coverage shall be and types as follows: issued by insurance companies authorized to do business in New York with an A.M.Best rating of A-or better. i.) Commercial General Liability insurance, including contractual liability d. The Contractor shall furnish to the County, coverage, in an amount not less than Two prior to the execution of the Contract,declaration pages Million Dollars ($2,000,000.00) per for each policy of insurance, other than a policy for occurrence for bodily injury and Two Million commercial general liability insurance, and upon Dollars ($2,000,000.00) per occurrence for demand,a true and certified original copy of each such property damage. The County shall be named policy evidencing compliance with the aforesaid an additional insured. insurance requirements. ii.) Automobile Liability insurance (if e. In the case of commercial general liability any non-owned or owned vehicles are used by insurance, the Contractor shall furnish to the County, the Contractor in the performance of the prior to the execution of the Contract, a declaration Contract) in an amount not less than Five page or insuring agreement and endorsement page Hundred Thousand Dollars($500,000.00)per evidencing the County's status as an additional insured person,per accident,for bodily injury and not on said policy, and upon demand, a true and certified less than One Hundred Thousand Dollars original copy of such policy evidencing compliance ($100,000.00) for property damage per with the aforesaid insurance requirements. occurrence. The County shall be named an additional insured. L All evidence of insurance shall provide for the County to be notified in writing thirty(3 0)days prior to iii.) Workers' Compensation and any cancellation,nonrenewal,or material change in the Employer's Liability insurance, Disability policy to which such evidence relates. It shall be the Benefits insurance, including coverage for Paid duty of the Contractor to notify the County immediately Family/Leave Benefits in compliance with all of any cancellation,nonrenewal, or material change in applicable New York State laws and any insurance policy. regulations and Disability Benefits insurance, if required by law. The Contractor shall g. In the event the Contractor shall fail to provide furnish to the County,prior to its execution of evidence of insurance, the County may provide the the Contract, the documentation required by insurance required in such manner as the County deems the State of New York Workers' appropriate and deduct the cost thereof from a Fund Compensation Board of coverage or Source. exemption from coverage pursuant to §§57 and 220 of the Workers' Compensation Law. h. If the Contractor is a Municipal Corporation In accordance with General Municipal Law and has a self-insurance program under which it acts as §108, the Contract shall be void and of no a self-insurer for any of such required coverage, the effect unless the Contractor shall provide and Contractor shall provide proof, acceptable to the maintain coverage during the Term for the County, of self-funded coverage. benefit of such employees as are required to be covered by the provisions of the Workers' S. Independent Contractor Compensation Law. The Contractor is not,and shall never be,considered an iv.) Professional Liability insurance in an employee of the County for any purpose. amount not less than Two Million Dollars Notwithstanding anything contained in this Contract, ($2,000,000.00)on either a per-occurrence or the Contract shall not be construed as creating a 24 of 40 pages ARTICLE III Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 principal-agent relationship between the County and the the Services provided pursuant to the Contractor or the Contractor and the County,as the case Contract;or may be. iv.) restrict an individual in any way from any advantage or privilege 6. Severability enjoyed by others receiving the Services provided pursuant to the It is expressly agreed that if any term or provision of Contract;or this Contract,or the application thereof to any person or treat an individual differently from circumstance,shall be held invalid or unenforceable to others in determining whether or not any extent, the remainder of the Contract, or the the individual satisfies any eligibility application of such term or provision to persons or or other requirements or conditions circumstances other than those as to which it is held which individuals must meet in order invalid or unenforceable,shall not be affected thereby, to receive the Services provided and every other term and provision of the Contract shall pursuant to the Contract. be valid and shall be enforced to the fullest extent v.) treat an individual differently from others permitted by law. in determining whether or not the individual satisfies any eligibility or 7. Merger; No Oral Changes other requirements or conditions which individuals must meet in order to receive the Services provided pursuant to the It is expressly agreed that the Contract represents the Contract;or entire agreement of the parties and that all previous vi.) discriminate against employees or understandings are herein merged in the Contract. No applicants for employment. modification of the Contract shall be valid unless in written form and executed by both parties. b. The Contractor shall not utilize criteria or methods of administration which have the effect of 8. Set-Off Rights subjecting individuals to discrimination because of their race, creed, color,national origin, sex, age, disability, The County shall have all of its common law,equitable, sexual orientation,military status, or marital status, or and statutory rights of set-off. These rights shall have the effect of substantially impairing the Contract include, but not be limited to, the County's option to with respect to individuals of a particular race, creed, withhold from a Fund Source an amount no greater than color, national origin, sex, age, disability, sexual any sum due and owing to the County for any reason. orientation, military status, or marital status, in The County shall exercise its set-off rights subject to determining: approval by the County Attorney. In cases of set-off pursuant to a Comptroller's audit,the County shall only i.) the Services to be provided; or exercise such right after the finalization thereof, and only after consultation with the County Attorney. ii.) the class of individuals to whom, or the situations in which,the Services 9. Non-Discrimination in Services and Employment will be provided;or a. The Contractor shall not, on the grounds.of iii.) the class of individuals to be race, creed, color, national origin, sex, age, disability, afforded an opportunity to receive sexual orientation,military status, or marital status the Services. i.) deny any individual the Services 10. Nonsectarian Declaration provided pursuant to the Contract;or ii.) provide the Services to an individual The Services performed under the Contract are secular that is different, or provided in a in nature. No funds received pursuant to the Contract different, manner, from those shall be used for sectarian purposes or to further the provided to others pursuant to the advancement of any religion. The Services will be Contract;or available to all eligible individuals regardless of iii.) subject an individual to segregation religious belief or affiliation. or separate treatment in any matter related to the individual's receipt of 25 of 40 pages ARTICLE III Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KITI-4980-95285 11. Governing Law 16. Assignment and Subcontracting The Contract shall be governed by, and construed in accordance with, the laws of the State of New York, a. The Contractor shall not delegate its duties without regard to conflict of laws. Venue shall be under the Contract, or assign, transfer, convey, designated in the Supreme Court, Suffolk County,the subcontract, sublet, or otherwise dispose of the United States District Court for the Eastern District of Contract, or any of its right,title or interest therein, or New York, or, if appropriate, a court of inferior its power to execute the Contract, or assign all or any jurisdiction in Suffolk County. portion of the moneys that may be due or become due hereunder,(collectively referred to in this paragraph 16 12. No Waiver as"Assignment"), to any other person, entity or thing without the prior written consent of the County,and any It shall not be construed that any failure or forbearance attempt to do any of the foregoing without such consent of the County to enforce any provision of the Contract shall be void ab initio. in any particular instance or instances is a waiver ofthat provision. Such provision shall otherwise remain in full b. Such Assignment shall be subject to all of the force and effect, notwithstanding any such failure or provisions of the Contract and to any other condition forbearance. the County requires. No approval of any Assignment shall be construed as enlarging any obligation of the County under the terms and provisions of the Contract. No Assignment of the Contract or assumption by any 13. Conflicts of Interest person of any duty of the Contractor under the Contract shall provide for, or otherwise be construed as, The Contractor shall not, during the Term, pursue a releasing the Contractor from any term or provision of course of conduct which would cause a reasonable the Contract. person to believe that he or she is likely to be engaged in acts that create a substantial conflict between its 17. Changes to Contractor obligations under the Contract and its private interests. The Contractor is charged with the duty to disclose to a. The Contractor may, from time to time, only the County the existence of any such adverse interests, with the County's written consent, enter into a whether existing or potential. This duty shall continue Permitted Transfer. For purposes of the Contract, a as long as the Term.The determination as to whether or Permitted Transfer means: when a conflict may potentially exist shall ultimately be made by the County Attorney after full disclosure is i.) if the Contractor is a partnership,the obtained. withdrawal or change, whether voluntary, involuntary or by 14. Cooperation on Claims operation of law, of the partners, or transfer of partnership interests The Contractor and the County shall render diligently to (other than the purchase of each other, without compensation, any and all partnership interests by existing cooperation that may be required to defend the other partners,by the partnership itself or party, its employees and designated representatives, the immediate family members by against any claim, demand or action that may be reason of gift, sale or devise),or the brought against the other party, its employees or dissolution of the partnership without designated representatives arising out of, or in immediate reconstitution thereof,and connection with,the Contract. ii.) if the Contractor is a closely held 15. Confidentiality corporation (i.e. whose stock is not publicly held and not traded through Any document of the County,or any document created an exchange or over the counter): by the Contractor and used in rendering the Services, shall remain the property of the County and shall be 1. the dissolution, merger, kept confidential in accordance with applicable laws, consolidation or other rules,and regulations. reorganization of the 26 of 40 pages ARTICLE III Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Contractor; and of the Contract, and the transferee has not been convicted of a criminal offense as described under 2. the sale or other transfer of Article II of Chapter 189 of the Suffolk County Code. twenty percent (20%) or The County shall grant or deny its consent to any more of the shares of the request of a Permitted Transfer within twenty(20)days Contractor (other than to after delivery to the County of the Transfer Notice, in existing shareholders, the accordance with the provisions of Paragraph 27 of corporation itself or the Article III of the Contract. If the County shall not give immediate family members written notice to the Contractor denying its consent to of shareholders by reason such Permitted Transfer(and setting forth the basis for of gift,sale or devise). such denial in reasonable detail) within such twenty (20)-day period, then the County shall be deemed to b. If the Contractor is a not-for-profit have granted its consent to such Permitted Transfer. corporation,a change of twenty percent(20%)or more of its shares or members shall be deemed a Permitted e. Notwithstanding the County's consent, Transfer. i.) the terms and conditions of the C. The Contractor shall notify the County in Contract shall in no way be deemed writing, which notice (the "Transfer Notice") shall to have been waived or modified; include: and i.) the proposed effective date of the ii.) such consent shall not be deemed Permitted Transfer, which shall not consent to any further transfers. be less than thirty(3 0)days nor more than one hundred eighty (180) days 18. No Intended Third Party Beneficiaries after the date of delivery of the Transfer Notice; The Contract is entered into solely for the benefit of the County and the Contractor. No third party shall be ii.) a summary of the material terms of deemed a beneficiary of the Contract and no third party the proposed Permitted Transfer; shall have the right to make any claim or assert any right under the Contract. iii.) the name and address of the proposed transferee; 19. Certification as to Relationships iv.) such information reasonably required The Contractor certifies under penalties of perjury that to the by the County,which will enable the best of its knowledge,other than through the funds provided County to determine the financial in the Contract and other valid agreements with the County, responsibility, character, and there is no known spouse,life partner,business,commercial, reputation of the proposed transferee, economic, or financial relationship with the County or its elected officials. The Contractor also certifies to the best of nature . of the proposed its knowledge that there is no relationship within the third assignee/transferee's business and degree of consanguinity,between the Contractor, any of its experience; partners, members, directors, or shareholders owning five (5%)percent or more of the Contractor,and the County. The V.) all executed forms required pursuant foregoing certification shall not apply to a contractor that is a to Article IV of the Contract,that are municipal corporation or a government entity. required to be submitted by the 20. Publications Contractor; and Any book,article,report,or other publication related to vi.) such other information as the County the Services provided pursuant to this Contract shall may reasonably require. contain the following statement in clear and legible print: d. The County agrees that any request for its consent to a Permitted Transfer shall be granted, "This publication is fully or partially funded provided that the transfer does not violate any provision by the County of Suffolk." 27 of 40 pages ARTICLE III Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 documents, and to use its best efforts to ensure that its 21. Copyrights and Patents employees, consultants, subcontractors, vendors and agents do all acts and execute any documents,necessary a. Copyrights to vest ownership in the County of any and all patent eligible subject matter. The Contractor may not apply Any and all materials generated by or on behalf of the for or secure for itself patent protection. The County Contractor while performing the Services (including, reserves to itself,and the Contractor hereby gives to the without limitation, designs, images, video, reports, County, and to any other person designated by the analyses,manuals,films,tests,tutorials,and any other County, consent to produce or otherwise use any item work product of any kind)and all intellectual properly so discovered and/or the right to secure a patent for the rights relating thereto ("Work Product") are and shall discovery or invention. This paragraph shall survive be the sole properly of the County. The Contractor any completion, expiration or termination of this hereby assigns to the County its entire right, title and Contract. interest,if any,to all Work Product,and agrees to do all acts and execute all documents, and to use its best 22. Arrears to County efforts to ensure that its employees, consultants, subcontractors, vendors and agents do all acts and Contractor warrants that, except as may otherwise be execute any documents,necessary to vest ownership in authorized by agreement, it is not in arrears to the the County of any and all Work Product. The County upon any debt, contract, or any other lawful Contractor may not secure copyright protection. The obligation,and is not in default to the County as surety. County reserves to itself, and the Contractor hereby gives to the County,and to any other person designated 23. Lawful Hiring of Employees Law in Connection by the County,consent to produce,reproduce,publish, with Contracts for Construction or Future translate, display or otherwise use the Work Product. Construction This paragraph shall survive any completion,expiration or termination of this Contract. In the event that the Contract is subject to the Lawful Hiring of Employees Law of the County of Suffolk, The County shall be deemed to be the author of all the Suffolk County Code Article II of Chapter 353,as more Work Product. The Contractor acknowledges that all fully set forth in the Article entitled "Suffolk County Work Product shall constitute "work made for hire" Legislative Requirements," the Contractor shall under the U.S. copyright laws. To the extent that any maintain the documentation mandated to be kept by this Work Product does not constitute a "work made for law on the construction site at all times. Employee hire,"the Contractor hereby assigns to the County all sign-in sheets and register/log books shall be kept on right, title and interest, including the right, title and the construction site at all times and all covered interest to reproduce, edit, adapt,modify or otherwise employees, as defined in the law, shall be required to use the Work Product,that the Contractor may have or sign such sign-in sheets/register/log books to indicate may hereafter acquire in the Work Product, including their presence on the construction site during such all intellectual property rights therein,in any manner or working hours. medium throughout the world in perpetuity without compensation. This includes,but is not limited to,the 24. Certification Regarding Lobbying right to reproduce and distribute the Work Product in electronic or optical media,or in CD-ROM,on-line or Together with this Contract and as a condition similar format. precedent to its execution by the County,the Contractor shall have executed and delivered to the County the b. Patents Certification Regarding Lobbying (if payment under this Contract may exceed $100,000) as required by If the Contractor develops, invents, designs or creates Federal regulations, and shall promptly advise the any idea, concept, code, processes or other work or County of any material change in any of the information materials during the Term,or as a result of any Services reported on such Certification, and shall otherwise performed under the Contract("patent eligible subject comply with, and shall assist the County in complying matter"), it shall be the sole property of the County. with, said regulations as now in effect or as amended The Contractor hereby assigns to the County its entire during the term of this Contract. right, title and interest, if any, to all patent eligible subject matter,and agrees to do all acts and execute all 28 of 40 pages ARTICLE III Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 personally delivered during business hours as follows: 25. Record Retention 1.) to the Contractor at the address on page 1 of the Contract and 2.)to the County at the Department,or as The Contractor shall retain all accounts,books,records, to either of the foregoing,to such other address as the and other documents relevant to the Contract for seven addressee shall have indicated by prior written notice to (7) years after final payment is made by the County. the addressor. All notices received by the Contractor Federal,State,and/or County auditors and any persons relating to a legal claim shall be immediately sent to the duly authorized by the County shall have full access and Department and also to the County Attorney at H.Lee the right to examine any of said materials during said Dennison Building, 100 Veterans Memorial Highway, period. Such access is granted notwithstanding any P.O.Box 6100,(Sixth Floor),Hauppauge,New York, exemption from disclosure that may be claimed for 11788-0099. those records which are subject to nondisclosure agreements,trade secrets and commercial information End of Text for Article III or financial information that is privileged or confidential Without limiting the generality of the foregoing, records directly related to contract expenditures shall be kept for a period often(10)years because the statute of limitations for the New York False Claims Act(New York False Claims Act§ 192)is ten(10)years. 26. Contract Agency Performance Measures and Reporting Requirements—Local Law No. 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 Measurement 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 entitled "Suffolk County Legislative Requirements." b. The Contractor shall cooperate with the Department in all aspects necessary to help carry out the requirements of the Law. Based on criteria established by the Contractor in conjunction with the Department, the Contractor shall submit monthly reports regarding the Contractor's performance relative to the established criteria, on dates and times as specified by the Department, as more fully set forth in Article I and Article IV of this Contract. C. The Contractor shall submit an annual report to the Department regarding the Contractor's performance no later than July 31 of each year of the Term.All performance data and reports will be subject to audit by the Comptroller. 27. Notice Unless otherwise expressly provided, all notices shall be in writing and shall be deemed sufficiently given if sent by regular first class mail and certified mail, or 29 of 40 pages ARTICLE III Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Living Wage Certification/Declaration—Subject to Audit." Article IV Suffolk County Legislative Requirements 3. Use of County Resources to Interfere with Collective NOTE: THE CONTRACTOR'S COMPLETED LEGISLATIVE Bargaining Activities REQUIREMENTS FORMS REFERENCED HEREIN ARE It shall be the duty of the Contractor to read,become familiar AVAILABLE ON FILE AT THE DEPARTMENT NAMED ON THE SIGNATURE PAGE OF THIS CONTRACT. with, and comply with the requirements of Article I of Chapter 803 of the Suffolk County Code. 1. Contractor's/Vendor's Public-Disclosure Statement County Contractors (as defined by section 803-2) shall comply with all requirements of Chapter 803 of the Suffolk It shall be the duty of the Contractor to read,become familiar County Code,including the following prohibitions: with, and comply with the requirements of section A5-8 of Article V of the Suffolk County Code. a. The Contractor shall not use County funds to assist, promote,or deter union organizing. Unless certified by an officer of the Contractor as being exempt from the requirements of section A5-8 of Article V of b. No County funds shall be used to reimburse the the Suffolk County Code, the Contractor represents and Contractor for any costs incurred to assist,promote, warrants that it has filed with the Comptroller the verified or deter union organizing. public disclosure statement required by Suffolk County Administrative Code Article V,section A5-8 and shall file an C. No employer shall use County property to hold a update of such statement with the Comptroller on or before meeting with employees or supervisors if the the 31st day of January in each year of the Contract's purpose of such meeting is to assist, promote, or duration. The Contractor acknowledges that such filing is a deter union organizing. material,contractual and statutory duty and that the failure to file such statement shall constitute a material breach of the If the Services are performed on County property, the Contract, for which the County shall be entitled, upon a Contractor must adopt a reasonable access agreement, a determination that such breach has occurred,to damages,in neutrality agreement, fair communication agreement, non- addition to all other legal remedies,of fifteen percent(15%) intimidation agreement, and a majority authorization card of the amount of the Contract. agreement. Required Form: If the Services are for the provision of human services and are Suffolk County Form SCEX 22; entitled not to be performed on County property,the Contractor must "Contractor's/Vendor's Public Disclosure Statement" adopt,at the least,a neutrality agreement. 2. Living Wage Law Under the provisions of Chapter 803,the County shall have the authority,under appropriate circumstances,to terminate It shall be the duty of the Contractor to read,become familiar the Contract and to seek other remedies as set forth therein, with, and comply with the requirements of Chapter 575, of for violations of this Law. the Suffolk County Code. I Required Form: This Contract is subject to the Living Wage Law of the Suffolk County Labor Law Form DOL-LOI (Revised, County of Suffolk. The law requires that, unless specific 2/2020): entitled "Suffolk County Department of Labor— exemptions apply, all employers (as defined)under service Licensing & Consumer Affairs — Union Organizing contracts and recipients of County financial assistance, (as Certification/Declaration-Subject to Audit." defined) shall provide payment of a minimum wage to employees as set forth in the Living Wage Law. Such rate 4. Lawful Hiring of Employees Law shall be adjusted annually pursuant to the terms of the Suffolk County Living Wage Law of the County of Suffolk. Under It shall be the duty of the Contractor to read,become familiar the provisions of the Living Wage Law,the County shall have with, and comply with the requirements of Article II of the authority,under appropriate circumstances,to terminate Chapter 353 of the Suffolk County Code. the Contract and to seek other remedies as set forth therein, for violations of this Law. This Contract is subject to the Lawful Hiring of Employees Law of the County of Suffolk. It provides that all covered Required Forms: employers,(as defined),and the owners thereof,as the case may be,that are recipients of compensation from the County Suffolk County Living Wage Form DOL-1/38 (Revised through any grant, loan, subsidy, funding, appropriation, 12/2021); entitled "Suffolk County Department of Labor, payment, tax incentive, contract, subcontract, license Licensing & Consumer Affairs Notice of Application for agreement,lease or other financial compensation agreement County Compensation" issued by the County or an awarding agency, where such compensation is one hundred percent(100%)funded by the 30 of 40 pages ARTICLE IV A J • f Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 County, shall submit a completed sworn affidavit (under Suffolk County Department of Labor, Licensing, & penalty of perjury),the form of which is attached,certifying Consumer Affairs — Notice of Application to certify that they have complied,in good faith,with the requirements compliance with Federal Law(8 U.S.C.Section 1324A)with of Title 8 of the United States Code Section 1324a with respect to Lawful Hiring of employees,Suffolk County Code respect to the hiring of covered employees(as defined)and Chapter 353 (2006)"DOL-LBE-1/2(Revised 8/2017).;\ with respect to the alien and nationality status of the owners thereof. The affidavit shall be executed by an authorized 5. Gratuities representative of the covered employer or owner,as the case may be;shall be part of any executed contract,subcontract, It shall be the duty of the Contractor to read,become familiar license agreement, lease or other financial compensation with,and comply with the requirements of Chapter 664 of the agreement with the County; and shall be made available to Suffolk County Code. the public upon request. The Contractor represents and warrants that it has not offered All contractors and subcontractors (as defined) of covered or given any gratuity to any official,employee or agent of the employers, and the owners thereof, as the case may be,that County or the State or of any political party,with the purpose are assigned to perform work in connection with a County or intent of securing an agreement or securing favorable contract, subcontract, license agreement, lease or other treatment with respect to the awarding or amending of an financial compensation agreement issued by the County or agreement or the making of any determinations with respect awarding agency,where such compensation is one hundred to the performance of an agreement. percent (100%) funded by the County, shall submit to the covered employer a completed sworn affidavit(under penalty 6. Prohibition Against Contracting with Corporations of perjury),the form of which is attached,certifying that they that Reincorporate Overseas have complied,in good faith,with the requirements of Title 8 of the United States Code Section 1324a with respect to the It shall be the duty of the Contractor to read,become familiar hiring of covered employees and with respect to the alien and with, and comply with the requirements of sections A4-13 nationality status of the owners thereof,as the case may be. and A4-14 of Article IV of the Suffolk County Code. The affidavit shall be executed by an authorized representative of the contractor,subcontractor,or owner,as The Contractor represents that it is in compliance with the case may be; shall be part of any executed contract, sections A4-13 and A4-14 of Article IV of the Suffolk subcontract, license agreement, lease or other financial County Code. Such law provides that no contract for compensation agreement between the covered employer and consulting services or goods and services shall be awarded by the County;and shall be made available to the public upon the County to a business previously incorporated within the request. U.S.A.that has reincorporated outside the U.S.A. An updated affidavit shall be submitted by each such 7 Child Sexual Abuse Reporting Policy employer,owner,contractor and subcontractor no later than January 1 of each year for the duration of any contract and upon the renewal or amendment of the Contract, and It shall be the duty of the Contractor to read,become familiar whenever a new contractor or subcontractor is hired under the with and comply with the requirements of Article II of Chapter 880 of the Suffolk County Code. terms of the Contract. The Contractor acknowledges that such filings are a material, The Contractor shall comply with Article II of Chapter 880, contractual and statutory duty and that the failure to file any of the Suffolk County Code, entitled"Child Sexual Abuse such statement shall constitute a material breach of the Reporting Policy,"as now in effect or amended hereafter or Contract. of any other Suffolk County Local Law that may become applicable during the term of the Contract with regard to Under the provisions of the Lawful Hiring of Employees child sexual abuse reporting policy. Law, the County shall have the authority to terminate the Contract for violations of this Law and to seek other remedies 8• Non Responsible Bidder available under the law. It shall be the duty of the Contractor to read,become familiar The documentation mandated to be kept by this law shall at with, and comply with the requirements of Article II of all times be kept on site. Employee sign-in sheets and Chapter 189 of the Suffolk County Code. register/log books shall be kept on site at all times during working hours and all covered employees, as defined in the Upon signing the Contract,the Contractor certifies that it has law,shall be required to sign such sign-in sheets/register/log not been convicted of a criminal offense within the last ten books to indicate their presence on the site during such (10)years. The term"conviction" shall mean a finding of working hours. guilty after a trial or a plea of guilty to an offense covered under section 189-5 of the Suffolk County Code under Required Forms: "Nonresponsible Bidder." 31 of 40 pages ARTICLE IV Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 9. Use of Funds in Prosecution of Civil Actions 13. Contract Agency Performance Measures and Prohibited Reporting Requirements It shall be the duty of the Contractor to read,become familiar It shall be the duty of the Contractor to read,become familiar with, and comply with the requirements of Article III of with, and comply with the requirements of Suffolk County Chapter 893 of the Suffolk County Code. Local Law No. 41-2013, a Charter Law to Implement Performance Measurement to Increase Accountability and The Contractor shall not use any of the moneys,in part or in Enhance Service Delivery by Contract Agencies(Article VIII whole, and either directly or indirectly, received under the of Chapter 189 of the Suffolk County Code)as more fully set Contract in connection with the prosecution of any civil forth in Article I and Article III of this Contract. action against the County in any jurisdiction or any judicial or administrative forum. All contract agencies having a contract in excess of$50,000 shall cooperate with the contract's administering department 10. Youth Sports to identify the key performance measures related to the objectives of the services that the contract agency provides It shall be the duty of the Contractor to read,become familiar and shall develop an annual performance reporting plan.The with, and comply with Article III of Chapter 730 of the contract agency shall cooperate with the administering Suffolk County Code. department and the County Executive's Performance Management Team to All contract agencies that conduct youth sports programs are appropriate performance indicators and targets for monthly required to develop and maintain a written plan or policy evaluation of the contract agency's performance. addressing incidents of possible or actual concussion or other head injuries among sports program participants.Such plan or 14. Suffolk County Local Laws Website Address policy must be submitted prior to the award of a County contract,grant or funding. Receipt of such plan or policy by the County does not represent approval or endorsement of Suffolk County Local Laws,Rules and Regulations any such plan or policy, nor shall the County be subject to can be accessed on the homepage of the Suffolk any liability in connection with any such plan or policy. County Legislature. 11. Work Experience Participation 15. Suffolk County Code of Ethics If the Contractor is a not-for-profit or governmental agency or As required by Suffolk County Standard Operating Procedure institution,each of the Contractor's locations in the County at A-06, the following is a link to the Suffolk County Ethics which the Services are provided shall be a work site for Booklet,which contains the provisions of the Suffolk County public-assistance Clients of Suffolk County pursuant to Code of Ethics: Chapter 281 of the Suffolk County Code at all times during https:HsuffolkeountyLiy.gov/Porta]s/O/fonnsdocs/Boardofethic the Term of the Contract. If no Memorandum of s/Code%20of%20Ethics%20Booklet%20- Understanding("MOU")with the Suffolk County Department %20New%20Revised%20Mav%202017.1) of Labor for work experience is in effect at the beginning of the Term of the Contract,the Contractor, if it is a not-for- 16. Notification of Cyber Security Breach profit or governmental agency or institution,shall enter into such MOU as soon as possible after the execution of the Contract and failure to enter into or to perform in accordance It shall be the duty of the Contractor to read,become familiar with,and comply with the requirements of section A5-22 of with such MOU shall be deemed to be a failure to perform in accordance with the Contract, for which the County may Article V of the Suffolk County Administrative Code. withhold payment, terminate the Contract or exercise such other remedies as may be appropriate in the circumstances. The Contractor(as defined in section A5-22)certifies that it has policies and procedures in place for the effective 12. Safeguarding Personal Information of Minors management of any cyber security breach, threat or event. The Contractor shall immediately notify the Department It shall be the duty of the Contractor to read,become familiar named on the signature page of this Contract, the Suffolk with, and comply with the requirements of Suffolk County County Executive, the Clerk of the Suffolk County Local Law No. 20-2013, a Local Law to Safeguard the .Legislature,and the Suffolk County Department of Audit and Personal Information of Minors in Suffolk County. Control of any cyber security breach, event or attack, as defined in section A5-22 of Article V of the Suffolk County All contract agencies that provide services to minors are Administrative Code. required to,protect the privacy of the minors and are strictly prohibited from selling or otherwise providing to any third party,in any manner whatsoever,the personal or identifying End of Text for Article IV information of any minor participating in their programs. 32 of 40 pages ARTICLE IV Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Article V Suffolk County Department of Audit and Control. In General Fiscal Terms and Conditions addition to any other remedies that the County may have,failure to supply the required documentation will 1. ,General Payment Terms disqualify the Contractor from any further County contracts. a. Presentation of Suffolk County Payment Voucher C. Payment by County In order for payment to be made by the County to the Contractor for the Services, the Contractor shall Payment by the County shall be made within thirty(30) days after approval of the Suffolk County Payment prepare and present a Suffolk County Payment Voucher, which shall be documented by sufficient, Voucher by the Comptroller. competent and evidential matter. Each Suffolk County Payment Voucher submitted for payment is subject to - d. Budget Modification Audit at any time during the Term or any extension i.) The parties shall use the Contract Budget thereof. This provision shall survive expiration or termination of this Contract for a period of not less Modification Request form ("Budget than seven(7)years,and access to records shall be as Modification") for revisions to the Budget and set forth in paragraph 25 of Article III,and paragraph Services not involving an increase to the total cost 4(b)of Article V. of the Contract.If the Contractor is seeking such a modification, the Contractor shall contact the b. Voucher Documentation Department to receive the form and enter the required information. When the County and the The Suffolk County Payment Voucher shall list all Contractor agree as to such revisions, the information regarding the Services and other items for Contractor shall sign the Budget Modification form which expenditures have been or will be made in and return it to the County for execution along with accordance with the Contract. Either upon execution any other documentation the Department may of the Contract(for the Services already rendered and require. expenditures already made), or not more than thirty (3 0)days after the expenditures were made,and in no ii.) Such request must be made in advance of incurring event after the 31"day of January following the end of any expenditure for which the revision is needed. each year of the Contract,the Contractor shall furnish the County with detailed documentation in support of iii.) Upon complete execution the Budget the payment for the Services or expenditures under the Modification form,the County shall return a copy Contract e.g. dates of the Service,worksite locations, e the Contractor. The revision shall not b activities, hours worked, pay rates and all program effective until the Budget Modification is Budget categories. The Suffolk County Payment completely executed. Voucher shall include time records, certified by the Contractor as true and accurate, of all personnel for iv.) The Budget Modification form may be submitted whom expenditures are claimed during the period. only twice per calendar year and may only be Time and attendance records of a Contractor's submitted prior to November 15 of that year. Director/Executive Director shall be certified by the Chairperson,President or other designated member of e. Budget and/or Services Revisions the Board of Directors of the Contractor and shall be maintained by the Contractor for audit. All Suffolk i.) The parties shall use the Contract Budget/Services County Payment Vouchers must bear a signature as Revision Approval Form (Budget /Services that term is defined pursuant to New York State Revisions)for revisions to the Budget and Services General Construction Law §46 by duly authorized involving any change to the total cost of the persons, and certification of such authorization with Contract due to a resolution of the Legislature, certified specimen signatures thereon must be filed changes to the County's adopted annual budget,or with the County by a Contractor official empowered to for any other reason necessitating revisions to the sign the Contract. Disbursements made by the Budget or Services. Contractor in accordance with the Contract and submitted for reimbursement must be documented and ii.) When the County and the Contractor agree as to must comply with accounting procedures as set forth such revisions, the Department will enter the by the Suffolk County Department of Audit and information into the Budget/Services Revisions Control. Documentation,including any other form(s) form and send it to the Contractor for signature. required by County or the Suffolk County Department The Contractor shall return it to the County for of Audit and Control,shall be furnished to the County execution along with any other documentation the pursuant to, and as limited by, the Regulations for Department may require. Accounting Procedures for Contract Agencies of the 33 of 40 pages ARTICLE V c Rev.111/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 iii.) Upon complete execution of the form by the 3. Personnel Salaries,Pension and Employee Benefit parties, the County shall return a copy to the. Plans,Rules and Procedures Contractor. The revision shall not be effective until the Budget/Services Revisions Form is completely executed. a. Upon request, the Contractor shall submit to the County a current copy,certified by the Contractor f. Taxes as true and accurate,of its The charges payable to the Contractor under the i.) salary scale for all positions listed in the Budget; Contract are exclusive of federal, state, and local taxes,the County being a municipality exempt from ii.) personnel rules and procedures; payment of such taxes. iii.) pension plan and any other employee benefit plans or arrangements. g. Final Voucher b. The Contractor shall not be entitled to The acceptance by the Contractor of payment of all reimbursement for costs under any pension or benefit billings made on the final approved Suffolk County plan the Comptroller deems commercially Payment Voucher shall operate as and shall be a unreasonable. release of the County from all claims by the Contractor through the date of the Voucher. C. Notwithstanding anything in this paragraph 3 of this Article V, the County shall not be limited in 2. Subject to Appropriation of Funds requesting such additional financial information it deems reasonable. a. The Contract is subject to the amount of funds appropriated each fiscal year and any subsequent 4. Accounting Procedures modifications thereof by the County Legislature and no liability shall be incurred by the County a. The Contractor shall maintain accounts, books, beyond the amount of funds appropriated each records, documents, other evidence, and accounting fiscal year by the County Legislature for the procedures and practices which sufficiently and Services. properly reflect all direct and indirect costs of any nature expended in the performance of the Contract,in b. If the County fails to receive Federal or State funds accordance with generally accepted accounting originally intended to pay for the Services, or to principles and with rules, regulations and financial reimburse the County, in whole or in part, for directives, as may be promulgated by the Suffolk payments made for the Services,the County shall County Department of Audit and Control and the have the sole and exclusive right to: Department. The Contractor shall permit inspection and audit of such accounts,books,records,documents i.) determine how to pay for the Services; and other evidence by the Department and the Suffolk County Comptroller,or their representatives,as often ii.) determine future payments to the Contractor;and as, in their judgment, such inspection is deemed necessary. Such tight of inspection and audit as set iii.) determine what amounts,if any,are reimbursable forth in subparagraph b. below shall exist during the to the County by the Contractor and the terms and Term and for a period of seven (7) years after conditions under which such reimbursement shall expiration or termination of the Contract. be paid. b. The Contractor shall retain all accounts, books, h. The County may, during the Term, impose a Budget records,and other documents relevant to the Contract Deficiency Plan. In the event that a Budget Deficiency for seven(7)years after final payment is made by the Plan is imposed,the County shall promptly notify the County. Federal, State, and/or County auditors and Contractor in writing of the terms and conditions any persons duly authorized by the County shall have thereof, which shall be deemed incorporated in and full access and the right to examine any of said made a part of the Contract, and the Contractor shall materials during said period. Such access is granted implement those terms and conditions in no less than notwithstanding any exemption from disclosure that fourteen(14)days. may be claimed for those records which are subject to nondisclosure agreements, trade secrets and commercial information or financial information that is privileged or confidential. 34 of 40 pages ARTICLE V Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 C. The Contractor shall utilize the accrual basis of costs of,and qualifications for,this type of work before accounting and will submit all financial reports and selecting the Auditor. claims based on this method of accounting during the Term. b. The Auditor should be required to meet the following minimum requirements: S. Audit of Financial Statements i.) a current license issued by the New York a. All payments made under the Contract are subject to State Education Department; audit by the Comptroller pursuant to Article V of the ii.) sufficient auditing experience in the not- Suffolk County Charter. The Contractor further agrees for-profitgovernmental or profit-making that the Comptroller and the Department shall have areas,as applicable;and access to and the right to examine,audit,excerpt,copy or transcribe any pertinent transactions or other records iii.) a satisfactory peer review issued within relating to services under the Contract. If such an audit not more than three(3)years prior to the discloses overpayments by the County to the date when the Auditor was selected to Contractor,within thirty(3 0)days after the issuance of conduct the audit. an official audit report by the Comptroller or his duly designated representatives,the Contractor shall repay C. The audit must be conducted in accordance with the amount of such overpayment by check to the order generally accepted governmental auditing standards. of the Suffolk County Comptroller or shall submit a Financial statements must clearly differentiate between proposed plan of repayment to the Comptroller. If County-funded programs and other programs that the , there is no response, or if satisfactory repayments are Contractor may be operating. The use of subsidiary not made,the County may recoup overpayments from schedules should be encouraged for this purpose. The any amounts due or becoming due to the Contractor Auditor must also prepare a Management Letter based from the County under the Contract or otherwise. on the audit. b. The provisions of this paragraph shall survive the d. "Subrecipients"—Federally Funded Programs and expiration or termination of the Contract for a period of Grants seven (7) years, and access to records shall be as set forth in paragraph 25 of Article III,and paragraph 4(b) i.) In the event the Contractor is a"Subrecipient"as fArticle that term is defined in 2 CFR § 200.93 and the of Contractor expends seven hundred fifty thousand ($750,000.00)dollars or more of Federal moneys, 6. Financial Statements and Audit Requirements whether as a recipient expending awards received directly from Federal awarding agencies or as a a. Notwithstanding any other reporting or certification Contractor expending Federal awards received requirements of Federal,State,or local authorities,the from a pass-through entity such as New York State Contractor shall obtain the services of an independent and/or Suffolk County, during any fiscal year licensed public accountant or certified public within which it receives funding under the accountant (the "Auditor") to audit its financial Contract,the audit referred to under this paragraph statements for each Contractor's"fiscal year"in which 6 must be conducted and any the audit report must the Contractor has received, or will receive, three be in accordance with OMB Uniform Grant hundred thousand($300,000.00)dollars or more from Guidance — 2 CFR Part 200 ("Single Audit the County, whether under the Contract or other Report"). Single Audit Reports must also be agreements with the County,and shall submit a report uploaded to the Federal Audit Clearinghouse, to to the County on the overall financial condition and the extent required by the OMB Uniform Grant operations of the Contractor,including a balance sheet Guidance referred to above. In addition,the Single and statement of income and expenses,attested by the Audit Report,respective financial statements and Auditor as fairly and accurately reflecting the any Management Letters must be submitted to the accounting records of the Contractor in accordance Department set forth on page one of this Contract with generally accepted accounting principles. The and emailed to the Executive Director of Auditing audited financial statements including respective Services at Management Letters must be emailed to the Executive subrecipientmonitorinenasuffolkcountyny.gov Director of Auditing Services at within thirty (30) days after completion of the Auditsnsuffolkcountyny.gov within thirty (30) days audit, but in no event later than nine (9) months after completion of the audit,but in no event later than after the end of the Contractor's fiscal year, to nine(9)months after the end of the Contractor's fiscal which the audit relates. year,to which the audit relates. The Contractor may solicit requests for proposals from a number of ii.) In the event the Contractor is a"Subrecipient"as qualified accounting firms and review carefully the that term is defined in 2 CFR § 206.93 and the 35 of 40 pages ARTICLE V Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Contractor expends less than seven hundred fifty the proposed order. Written approval of the County thousand($750,000.00)dollars of Federal moneys, shall be required before the Contractor may proceed whether as a recipient expending awards received with such proposed purchase, rental or lease of directly from Federal awarding agencies or as a furniture,fixtures or equipment. All items purchased Contractor expending Federal awards received must be new or like new unless specifically described from a pass-through entity such as New York State otherwise in the Budget. and/or Suffolk County, during any fiscal year the Contractor must email a certified Exemption Letter, b. Purchase Practices/Proprietary Interest of County the form of which shall be provided by the Department, on the Contractor's Letterhead and a i.) The Contractor shall follow the general practices Schedule of Federal Funds Expended to the that are designed to obtain furniture, fixtures, respective County Department and the Executive equipment, materials, or supplies at the most Director of Auditing Services at reasonable price or cost possible. subrecipientmonitori nQ(cLsuffo lkcountyny.go v within thirty (30) days of the end of the ii.) The County reserves the right to purchase or obtain Contractor's fiscal year. The Schedule of Federal furniture, fixtures, equipment, materials, or Funds Expended must include all Federal funding supplies for the Contractor in accordance with the received directly from the Federal government and programmatic needs of the Contract. If the County all Federal funds passed through from the County exercises this right, the amount budgeted for the and other pass-through entities. items so purchased or obtained by the County for the Contractor shall not be available to the iii.) Subrecipients may include,but not necessarily be Contractor for any purpose whatsoever. Title to limited to, not-for-profit organizations; units of any such items purchased or otherwise obtained by state government or a unit of local governments. the County for the programs encompassed by the Contract and entrusted to the Contractor, shall e. Copies of any other audit reports including oversight remain in the County. agency audits must be submitted to the Department set forth on page one of this Contract and emailed to the iii.) The County shall retain a proprietary interest in all Auditing Services at furniture,removable fixtures,equipment,materials, Executive Director s Auditssuffolkcountynv.gov within thirty (30) days and supplies purchased or obtained by the (a�, ager completion of the audit(s). Contractor and paid for or reimbursed to the Contractor pursuant to the terms of the Contract or f. The requirements set forth in this paragraph 6 shall not any prior agreement between the parties. preclude the authorized representatives of the County, iv.) The Contractor shall attach labels indicating the the Comptroller, or Federal or State entities from County's proprietary interest or title in all such conducting any other duly authorized audit(s) of records and financial statements of the Contractor. The property. Contractor shall make such records and financial C. County's Right to Take Title and Possession statements available to authorized representatives of Federal,State and County government for that purpose. Upon the termination or expiration of the Contract or any renewal thereof,the discontinuance of the business g. The provisions of this paragraph 6 shall survive the of the Contractor, the failure of the Contractor to expiration or termination of the Contract. comply with the terms of the Contract,the bankruptcy of the Contractor,an assignment for the benefit of its creditors,or the failure of the Contractor to satisfy any 7. Furniture,Fixtures,Equipment,Materials,Supplies judgment against it within thirty(3 0)days of filing of the judgment,the County shall have the right to take a. Purchases, Rentals or Leases Requiring Prior title to and possession of all furniture, removable Approval fixtures, equipment, materials, and supplies and the same shall thereupon become the property of the Prior to placing any order to purchase,rent or lease any County without any claim for reimbursement on the furniture, fixtures, or equipment valued in excess of part of the Contractor. one thousand dollars($1,000.00)per unit for which the Contractor will seek reimbursement from the County, d. Inventory Records,Controls and Reports the Contractor shall submit to the County a written request for approval to make such a proposed purchase, The Contractor shall maintain proper and accurate rental or lease, with a list showing the quantity and inventory records and controls for all such furniture, description of each item,its intended location and use, removable fixtures and equipment acquired pursuant to estimated unit price or cost,and estimated total cost of the Contract and all prior agreements between the 36 of 40 pages ARTICLE V + l Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 parties,if any. Three(3)months before the expiration the Contractor shall enter into a lease or rental agreement,or date of the Contract, the Contractor shall make a shall renew a lease or rental agreement,the Contractor shall, physical count of all items of furniture, removable prior to the execution thereof, submit such lease or rental fixtures and equipment in its custody, checking each agreement,to the County,for approval. item against the aforesaid inventory records. A report setting forth the results of such physical count shall be 9. Statement of Other Contracts prepared by the Contractor on a form or forms designated by the County, certified and signed by an Prior to the execution of the Contract, the Contractor shall authorized official of the Contractor,and one(1)copy submit a Statement of Other Contracts to the County. If the thereof shall be delivered to the County within five(5) Contract is amended during the Term, or if the County days after the date set for the aforesaid physical count. exercises its option right,the Contractor shall submit a then Within five(5)days after the termination or expiration current Statement of Other Contracts. date of the Contract,the Contractor shall submit to the County six (6) copies of the same report updated to such date of the Contract, certified and signed by an 10. Miscellaneous Fiscal Terms and Conditions authorized official of the Contractor, based on a physical count of all items of furniture, removable a. Limit of County's Obligations fixtures and equipment on the aforesaid expiration date,and revised,if necessary,to include any inventory The maximum amount to be paid the County is set changes during the last three(3)months of the Term. forth on the first page of the Contract. e. Protection of Property in Contractor's Custody b. Duplicate Payment from Other Sources The Contractor shall maintain vigilance and take all Payment by the County for the Services shall not reasonable precautions to protect the furniture,fixtures, duplicate payment received by the Contractor from any equipment,material or supplies in its custody against other source. damage or loss by fire,burglary,theft,disappearance, vandalism, or misuse. In the event of burglary,theft, C. Funding Identification vandalism, or disappearance of any item of furniture, fixtures, equipment, material or supplies, the The Contractor shall promptly submit to the County upon request,a schedule for all programs funded by the Contractor shall immediately notify the police and County, itemizing for each such program the sums make a record thereof,including a record of the results received,their source of any investigation which may be made thereon. In 'and the total program budget. the event of loss of or damage to any item of furniture, fixtures, equipment, materials, or supplies from any d. Outside Funding for Non-County Funded Activities cause, the Contractor shall immediately send the County a detailed written report thereon. Notwithstanding the foregoing provisions of the Contract, it is the intent of the County that the terms f. Disposition of Property in Contractor's Custody and conditions of the Contract shall not limit the Contractor from applying for and accepting outside Upon termination of the County's funding of any of the grant awards or from providing additional educational Services covered by the Contract,or at any other time activities/services which may result in the Contractor that the County may direct,the Contractor shall make incurring additional costs, as long as the following access available and render all necessary assistance for conditions are met: physical removal by the County or its designee of any or all furniture, removable fixtures, equipment, i.) The County is not the Fund Source for the materials or supplies in the Contractor's custody in additional services; which the County has a proprietary interest, in the ii.) Sufficient funding is available for or can be same condition as such property was received by the generated by the Contractor to cover the cost Contractor, reasonable wear and tear excepted. Any incurred by the Contractor to provide these disposition,settlements or adjustments connected with additional services;and such property shall be in accordance with the rules and regulations of the County and the State of New York. iii.) If sufficient funding is not available or cannot be generated,the County shall not be held liable for 8. Lease or Rental Agreements any of the additional costs incurred by the Contractor in furnishing such additional services. If lease payments or rental costs are included in the Budget as iv.) Prior to scheduling any such additional services on an item of expense reimbursable by the County, the County-owned property,the Contractor shall obtain Contractor shall promptly submit to the County, upon written County approval. The Contractor shall,to request, any lease or rental agreement. If during the Term, the County's satisfaction, submit any 37 of 40 pages ARTICLE V Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 documentation requested by the Department h. Budget reflecting the change, and identify the additional services to be provided and the source of funding The Contractor expressly represents and agrees that the that shall be utilized to cover the expenditures Budget lists all revenue, expenditures, personnel, incurred by the Contractor in undertaking the personnel costs and/or all other relevant costs additional services. necessary to provide the Services. e. Potential Revenue i. Payment of Claims The Contractor shall actively,seek and take reasonable Upon receipt of a Suffolk County Payment Voucher, steps to secure all potential funding from grants and the County, at its discretion,may pay the Contractor contracts with other agencies for programs funded by during the Term,in advance,an amount not to exceed the County. one sixth(1/6)of the maximum amount to be paid by the County set forth on the first page of the Contract. f. Payments Contingent upon State/Federal Funding j. Payments Limited to Actual Net Expenditures Payments under the Contract may be subject to and contingent upon continued funding by State and/or The Contractor agrees that if, for any reason Federal agencies. In the event payments are subject to whatsoever,the Contractor shall spend during the Term such funding no payment shall be made until the for the purposes set forth in the Contract an amount Contractor submits documentation in the manner and less than, or receive amounts more than, provided in form as shall be required by State and/or Federal the Budget, the total cost of the Contract shall be agency. If late submission of claims precludes the reduced to the net amount of actual Contractor County from claiming State or Federal reimbursement, expenditures made for such purposes. The total such late claims by the Contractor shall not be paid by amount to be paid by the County shall not exceed the the County subject to subparagraph g. below, if, for lesser of(i)actual net expenditures or(ii)the total cost any reason,the full amount of such funding is not made of the Contract on the cover page and in the Budget. available to the County, the Contract may be Upon termination or expiration of the Contract,if the terminated in whole or in part,or the amount payable Contractor's total amount of allowable expenses is less to the Contractor may be reduced at the discretion of than the total amount of the payments made during the the County, provided that any such termination or Term,the Contractor shall prepare a check payable to reduction shall not apply to allowable costs incurred by the Suffolk County Comptroller for the difference the Contractor prior to such termination or reduction, between the two amounts and submit such payment to and provided that money has been appropriated for the County, along with the final Suffolk County payment of such costs. Payment Voucher. g. Denial of Aid k. Travel,Conference,and Meeting Attendance:SOP A-07 Amendment 1 If a State or Federal government agency is funding the Contract and fails to approve aid in reimbursement to Reimbursement to the Contractor for travel costs shall the County for payments made hereunder by the - not exceed amounts allowed to County employees.All County to the Contractor for expenditures made during conferences that are partially or fully funded by the the Term because of any act,omission or negligence on County that the Contractor's staff wishes to attend the part of the Contractor,then the County may deduct must be pre-approved, in writing,by the County and and withhold from any payment due to the Contractor must be in compliance with Suffolk County Standard an amount equal to the reimbursement denied by the Operating Procedure A-07 which may be viewed state or federal government agency,and the County's online at the County's website,SuffolkCountyny.gov; obligation to the Contractor shall be reduced by any go to "Government," then "Comptroller," then such amounts. In such an event, if there should be a "Consultant's Agreements." balance due to the County after it has made a final payment to the Contractor under the Contract, on 1. Salaries demand by the County,the Contractor shall reimburse the County for the amount of the balance due the The Contractor shall not be eligible to receive any County, payable to the Suffolk County Comptroller. salary reimbursement until proof of deposit or payment The provisions of this subparagraph shall survive the of all withholding and payroll taxes to the Federal/State expiration or termination of the Contract. governments has been provided to the County. 38 of 40 pages ARTICLE V Rev. 11/14/2022; Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 M. Salary Increases No salary, wage, or other compensation for the Services shall be increased over the amount stated in the'Budget without the prior written approval of the County. n. Contractor Vacancies The County shall have the right of prior approval of the Contractor's filling of any vacant position as of the date of execution of the Contract or as may thereafter become vacant,and,in the exercise of that right.The County may promulgate reasonable regulations involving filling of vacancies which shall be deemed to be incorporated by reference in,and be made part of,the Contract,provided,however,that subject to the availability of funding,approval for the hiring of replacement clerical shall be a Contractor determination. o. No Limitation On Rights Notwithstanding anything in this Article V to the contrary,the County shall have available to it all rights and remedies under the Contract and at law and equity. p. Comptroller's Rules and Regulations The Contractor shall comply with the"Comptroller's Rules and Regulations for Consultant's Agreements"as promulgated by the Department of Audit and Control of Suffolk County and any amendments thereto during the Term of the Contract. The"Comptroller's Rules and Regulations for Consultant's Agreements" and "SOP A-07 Amendment 1"may be viewed online at the County's website, SuffolkCountyny.gov; go to "Government,"then"Comptroller,"then"Consultant's Agreements." End of Text for Article V 39 of 40 pages ARTICLE V �T J Rev. 11/14/2022;Law No. IFMS 00000013683 -Shopping Assistance Program 001-6777-KIT1-4980-95285 Budget Article VI Town of Southold Shopping Assistance Program January 1,2023-December 31,2023 PERSONNEL Drivers $37,000 Fringe 2,830 OTHER Gas&Oil 2,670 TOTAL $42,500 Participant Contributions (2,500) Net Reimbursement Q 40 of 40 pages ARTICLE VI