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HomeMy WebLinkAboutSC Office for the Aging - Congregate Dining o�aSUFFo�,��o� 4�cely 0 • Ze AUG 22 2023 y�01 ©� SOUtholcl r - otyn Clerk.: Office of the Town Attorney 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: Missy Mirabelli Secretary to the Town Attorney Date: August 8, 2023 Subject: Agreement between Town of Southold and SC Office of Aging Sixth Amendment— Congregate Dining 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. /mm Enclosures cc: Accounting 1 � RESOLUTION 2023-650 F oy�°fes °9 ADOPTED DOC ID: 19344 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2023-650 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JULY 18,2023: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Sixth Amendment of Contract No. 22-AG-02OF between the Suffolk County Office for the Aging and the Town of Southold, for the period January 1, 2023 through December 31, 2023, with a one (1)year option to renew at the County's discretion, for congregate dining and home delivered meals for the elderly, at no cost to the Town, subject to the approval of the Town Attorney. Denis Nonearrow Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER:Greg Doroski, Councilman AYES: Nappa, Doroski,Mealy, Doherty, Evans,Russell Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003- 6808/6810/6811/6812/6813/6814 Sixth Amendment of Contract This is the Sixth Amendment ("Sixth Amendment") of Contract (Law No. 22-AG-020) ("the Contract") last,dated June 25, 2018 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. Amended Term of the Contract: January 1, 2023 through December 31, 2023. Amended Total Cost of the Contract: Shall not exceed$303,600.00,to be paid as set forth-in Articles V-F and VI—F as set forth herein,unless revised by a Suffolk County Resolution and in accordance with paragraph Le. of Article V of this Sixth Amendment. Amended Terms and Conditions: Shall be as set forth in the Contract, as modified by this Sixth Amendment In Witness Whereof,the parties hereto have executed the Contract as of the latest date written below. TOWN OF SOUTHOLD COUNTY OF SUFFOLK By: d�J By: Sco A. Russe 1 Lisa M. Black Town Supervisor Chief DeputyCounty Executive Fed. Taxpayer 1D# 11-6001939 Date Date ,� e11 I CL Approved: c�RUSS 1 ,hereby certifies Department under penalties of per ury that I am an officer of hp n 0 5 \ ,that I have read and B � I am familiar with §A5-8 of Article V of the Suffolk y' County Code, d that Hol S. Rhodes-Tea e ��� 0� 6 nk W meets all Director, Office for the ging requirements to alify for exemption thereunder. Recommended: Signature Approved as to Form: By: Dennis M. Brown Michelle Belsky Date Acting Suffolk County Attorney Food Service Supervisor By: Liliana Canela M ar'n AssistantFounty Attorney 0077235 Date 51112.9 — o 1 of 26 pages t .Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 74/6777/6779/-4980, 6776-3330-95230 Nutrition Program for the Elderly 001-6790/6797/67 003- 6808/6810/6811/6812/6813/6814 List of Articles and Exhibits Article I-F Amendment Terms Article II-F Definitions Article III-F General Terms and Conditions Article IV-F Suffolk County Legislative Requirements Article V-F General Fiscal Terms and Conditions Article VI-F Amended Budget Rate Page 2 of 26 pages a Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 Article I-F Amendment Terms Whereas, pursuant to the Contractor's response to a Request for Proposals ("RFP"), the Department executed a Contract with the Contractor for aNutrition Program for the Elderly("the Services"),with an initial term of January 1, 2018 through December 31, 2018, with four(4) one (1)year options to renew at the County's option; and Whereas, the parties entered into a First Amendment to extend the term of the Contract (Law No.22-AG-020A) to December 31, 2019; and Whereas,the parties entered into a Second Amendment to extend the term of the Contract(Law No.22-AG-020B) to December 31, 2020; and Whereas,the parties entered into a Third Amendment to increase the total compensation of the Contract(Law No. 22-AG-020C) as a result of additional funding the Department accepted from Federal Stimulus Funds (Suffolk County Legislative Resolution No.453-2020,"Accepting and Appropriating 100% for the Coronavirus Aid Relief and Security (CARES) Act from the New York State Office for the Aging") and Suffolk County Legislative Resolution No.450-2020, "Accepting and Appropriating 100% for Families First Coronavirus Response Act (FFCRA) from the New York State Office for the Aging")to provide additional services to Suffolk seniors due to the pandemic; and , Whereas,the parties entered into a Fourth Amendment of Contract to extend the term of the Contract(Law No22- AG-020D)to December 31, 2021; and Whereas,the parties entered into a Fifth Amendment of Contract to extend the term of the Contract(Law No22- AG-020E)to December 31, 2022; and Whereas, on November 17, 2022, the Suffolk County RFP Waiver Committee, as a result of the cybersecurity intrusion to County computer networks, approved RFP Waiver Request Number 102-2022, in accordance with Chapter 1065 of the Suffolk County Code, authorizing the Department to extend the Contract(Law Dept.No. 18- AG-060F) for a one (1)year term, from January 1, 2023 through December 31, 2023; and Whereas,the parties now desire to enter into this Sixth Amendment of Contract to extend the term of the Contract (Law No.1 8-AG-020F) through December 31, 2023. 3 of 26 pages Rev. 11/14/22; Law No.22-AG-02OF IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 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-F and any other provision to this Contract, such other provision shall prevail unless it is expressly stated that this Article I-F shall prevail. 2. Amended Term of Contract January 1, 2023 through December 31, 2023. 3. Amended Total Cost of Contract The amount of compensation to be paid to the Contractor is $303,600.00. The payment for services rendered is subject to the financial terms and conditions of Articles V-F and VI-F of this Sixth Amendment. 4. The Contractor agrees to the following amended provisions in compliance with current County requirements: Effective immediately,Article II-E,Article III-E,Article IV-E,Article V-E,and Article VI-E of the Contract are deleted in their entirety and replaced with Article II-F,Article III-F,Article IV-F,Article V-F and Article VI-F entitled"Definitions,""County Terms and Conditions,""Suffolk County Legislative Requirements," "General Fiscal Terms and Conditions,"and"Amended Budget Rate Page"respectively,which are attached hereto and made part of this Sixth Amendment of the Contract. 5. Contract Continues,As Amended Except as herein amended,all other representations,terms and conditions of the Contract are hereby ratified and confirmed to be in full force and effect. End of Text for Article I-F 4 of 26 pages f t Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 Article II-F C. the Contractor's failure to maintain insurance Definitions required by the Contract with an insurer that has designated the New York Superintendent of Insurance as its lawful agent 1. Meanings of Terms for service of process;or d. the Contractor's failure to comply with any Federal, As used herein: State or local law,rule,or regulation,and County policies or "Audit of Financial Statements"means the examination by directives;or the Comptroller and any Federal or State auditing authority of e the Contractor's bankruptcy or insolvency;or the financial statements of the Contractor resulting in the publication of an independent opinion on whether or not those financial statements are relevant, accurate, complete, F the Contractor's failure to cooperate in an Audit of Financial Statements;or and fairly presented. F "Budget" means the Contractor's summary or plan of all g. the Contractor's falsification of records or reports, intended revenue, whether received in the form of fees, misuse of funds, or malfeasance or nonfeasance in financial grants,County funding,or any other source,and expenditures record keeping arising out of, or in connection with, any necessary to render the Services. contract with the County;or "Budget Deficiency Plan"means an analysis of the cost of h. the Contractor's failure to submit, or failure to the Services, changes in fiscal conditions, and required timely submit, documentation to obtain Federal or State modifications to the Contract to continue to render the funds;or Services. i. the inability of the County or the Contractor to "Comptroller" means the Comptroller of the County'of obtain Federal or State funds due to any act or omission ofthe Suffolk. Contractor;or "Contract"means all terms and conditions of this Contract J• any condition that the County determines,in its sole forming all rights and obligations of the Contractor and the discretion,is dangerous. County. k. the failure to comply with Local Law 41-2013 and "Contractor"means the signatory corporation,its officers, related contractual requirements. officials, employees, agents, servants, sub-contractors, "Federal" means the United States government, its volunteers,and any successor or assign of any one or more of departments,and agencies. the foregoing performing the Services. "County"means the County of Suffolk,its departments,and "Fringe Benefits" means non-wage benefits which accompany, or are in addition to, a person's salary, such as agencies. paid insurance,sick leave,profit-sharing plans,paid holidays, "County Attorney" means the County Attorney of the and vacations. County of Suffolk. "Fund Source"means any direct or indirect sum payable to "Department"means the signatory department approving the the Contractor by the County pursuant to any lawful Contract. obligation. "Engineering Services"means the definition of the practice "Legislature"means the Legislature of the County of Suffolk. of engineering and the definition of practice of land "Management Letter"means a letter certified as true by the surveying, as the case may be, under Section 7201 and Contractor's certified public accountant or chief financial Section 7203 of the State Education Law,respectively. officer of findings and recommendations for improvements in "Event of Default"means internal fiscal control that were identified during an Audit of Financial Statements, but which were not required to be a. the Contractor's failure to perform any duty included in an audit report. required of it under paragraphs 1(b)-(e)of Article III of the "Municipal Corporation"means a town,village,or school Contract;or district. b. the Contractor's failure to maintain the amount and "Services"means all that which the Contractor must do,and types of insurance with an authorized insurer as required by the Contract;or any part thereof arising out of, or in connection with, the Contract as described in Article I"Description of Services." 5 of 26 pages Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 "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-F 6 of 26 pages 1 Rev.'11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 Article III-F of the location of the aforesaid records and documents shall General Terms and Conditions be provided to the County no later than the date of execution of the Contract. Such documentation shall be kept, 1. Contractor Responsibilities maintained,and available for inspection by the County upon a. Duties and Obligations twenty-four(24)hours notice. i.) It shall be the duty of the Contractor to discharge, or cause to be discharged, all of its e. Credentialing responsibilities,and to administer funds received in i.) In the event that the Department,or any the interest of the County in accordance with the division thereof,maintains a credentialing process provisions of the Contract. to qualify the Contractor to render the Services,the ii.) The Contractor shall promptly take all Contractor shall complete the required action as may be necessary to render the Services. credentialing process. In the event that any State iii.) The Contractor shall not take any action credential, registration, certification or license, that is inconsistent with the provisions of the Drug Enforcement Agency registration, or Contract. Medicare or Medicaid certification is restricted, iv.) Services provided under this Contract suspended,or temporarily or permanently revoked, shall be open to all residents of the County. it is the duty of the Contractor to contact the Department,or division thereof,as the case may be, b. Qualifications, Licenses, and Professional in writing,no later than three(3) days after such Standards restriction,suspension,or revocation. The Contractor represents and warrants that it has,and shall ii.) The Contractor shall forward to the continuously possess,during the Term,the required licensing, Department,or division thereof as the case may be, education,knowledge,experience,and character necessary to on or before July 1 of each year during the Term,a qualify it to render the Services. complete list of the names and addresses of all The Contractor shall continuously have during the Term all persons providing the Services, as well as their required authorizations, certificates, certifications, respective areas of certification, credentialing, registrations,licenses,permits,and other approvals required registration,and licensing. by Federal, State, County, or local authorities necessary to qualify it to render the Services. f. Engineering Certificate In the event that the Contract requires any Engineering C. Notifications Services,the Contractor shall submit to the County,no later i.) The Contractor shall immediately notify than the due date for submission for approval of any the County, in writing, of any disciplinary engineering work product,the Certificate of Authorization proceedings, commenced or pending, with any ("Certificate"), issued pursuant to § 7210 of the New York authority relating to a license held by any person Education Law,of every person performing any Engineering necessary to qualify him,her,or the Contractor to Services. The failure to file, submit, or maintain the perform the Services. Certificate shall be grounds for rejection of any engineering ii.) In the event that a person is no longer work product submitted for approval. licensed to perform the Services, the Contractor must immediately notify the County, but in no 2. Termination event shall such notification be later than five(5) days after a license holder has lost the license a. Thirty Days Termination required to qualify the license holder or the The County shall have the right to terminate the Contract Contractor to perform the Services. without cause,for any reason,at any time,upon such terms iii.) In the event that the Contractor is not and conditions it deems appropriate,provided,however,that able to perform the Services due to a loss of no such termination shall be effective unless the Contractor is license,the Contractor shall not be reimbursed for given at least thirty(30)days'notice. the Services rendered after the effective date of termination of such license. Without limiting the b. Event of Default;Termination on Notice generality of the foregoing, if any part of the i.) The County may immediately terminate Contract remains to be performed, and the the Contract, for cause, upon such terms and termination of the license does not affect the conditions it deems appropriate, in the Event of Contractor's ability to render the Services, every Default. other term and provision of the Contract shall be ii.) If the Contractor defaults under any other valid and enforceable to the fullest extent permitted provision of the Contract, the County may by law. terminate the Contract, on not less than five (5) days' notice, upon such terms and conditions it d. Documentation of Professional Standards deems appropriate. The Contractor shall maintain on file, in one location in Suffolk County, all records that demonstrate that it has complied with sub-paragraphs(b)and(c)above. The address 7 of 26 pages t Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 din or action. Alternatively,at the County's option, C. Termination Notice proceeg Any notice providing for termination shall be delivered as the County may defend any such proceeding or action and provided for in paragraph 27 of this Article III. require the Contractor to pay reasonable attorneys' fees or salary costs of County employees of the Department of Law d. Duties upon Termination for the defense of any such suit. i.) The Contractor shall discontinue the 4. Insurance Services as directed in the termination notice. a. The Contractor shall continuously maintain,during ii.) Subject to any defenses available to it, the Term of the Contract,insurance in amounts and types as the County shall pay the Contractor for the follows: Services rendered through the date of termination. i.) Commercial General Liability insurance, including contractual liability coverage, in an iii.) The County is released from any and all amount not less than Two Million Dollars liability under the Contract,effective as of the date ($2,000,000.00) per occurrence for bodily injury of the termination notice. and Two Million Dollars ($2,000,000.00) per occurrence for property damage. The County shall iv.) Upon termination, the Contractor shall be named an additional insured. reimburse the County the balance of any funds advanced to the Contractor by the County no later ii.) Automobile Liability insurance (if any than thirty (30) days after termination of the non-owned or owned vehicles are used by the Contract. The provisions of this subparagraph shall Contractor in the performance of the Contract)in survive the expiration or termination of the an amount not less than Five Hundred Thousand Contract. Dollars($500,000.00)per person,per accident,for bodily injury and not less than One Hundred V.) Nothing contained in this paragraph shall Thousand Dollars ($100,000.00) for property be construed as a limitation on the County's rights damage per occurrence.The County shall be named set forth in paragraphs 1(c) (iii) and 8 of this an additional insured. Article III. iii.) Workers'Compensation and Employer's 3. Indemnification and Defense Liability insurance,Disability Benefits insurance, including coverage for Paid Family Leave Benefits, a. The Contractor shall protect,indemnify,and hold in compliance with all applicable New York State harmless the County, its agents, servants, officials, and laws and regulations, if required by law. The employees from and against all liabilities, fines, penalties, Contractor shall furnish to the County,prior to its actions,damages, claims,demands,judgments,losses,suits execution of the Contract, the documentation or actions, costs, and expenses caused by the negligence or required by the State of New York Workers' any acts or omissions of the Contractor, including Compensation Board of coverage or exemption reimbursement of the cost of reasonable attorneys' fees from coverage pursuant to §§ 57 and 220 of the incurred by the County, its agents, servants, officials, and Workers' Compensation Law.In accordance with employees in any action or proceeding arising out of, or in General Municipal Law§ 108,the Contract shall connection with,the Contract. be void and of no effect unless the Contractor shall provide and maintain coverage during the Term for b. The Contractor hereby represents and warrants that the benefit of such employees as are required to be it will not infringe upon any copyright in performing the covered by the provisions of the Workers' Services. The Contractor agrees that it shall protect, Compensation Law. indemnify,and hold harmless the County,its agents,servants, iv. Professional Liability insurance in an officials,and employees from and against all liabilities,fines, ) amount not less than Two Million Dollars penalties, actions, damages, claims, demands, judgments, losses,suits or actions,costs,and expenses arising out of any ($2,000,000.00) on either a per-occurrence or claim asserted for infringement of copyright, including claims-made coverage basis. reimbursement of the cost of reasonable attorneys' fees incurred by the County, its agents, servants, officials, and b. The County may mandate an increase in the liability employees in any action or proceeding arising out of or in limits set forth in the immediately preceding paragraphs connection with any claim asserted for infringement of (4)(a)(i),(ii),and(iv). copyright. C. All policies providing such coverage shall be issued C. The Contractor shall defend the County,its agents, by insurance companies authorized to do business in New servants, officials, and employees in any proceeding or York with an A.M.Best rating of A-or better. action, including appeals, arising out of, or in connection with, the Contract, and any copyright infringement 8 of 26 pages , r , Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 d. The Contractor shall furnish to the County,prior to Contract shall be valid unless in written form and executed by the execution of the Contract, declaration pages for each both parties. policy of insurance, other than a policy for commercial general liability insurance, and upon demand, a true and 8. Set-Off Rights certified original copy of each such policy evidencing The County shall have all of its common law,equitable,and compliance with the aforesaid insurance requirements. statutory rights of set-off. These rights shall include,but not e. In the case of commercial general liability insurance be limited to,the County's option to withhold from a Fund the Contractor shall furnish to the County, prior to the Source an amount no greater than any sum due and owing to execution of the Contract, a declaration page or insuring the County for any reason. The County shall exercise its set- agreement and endorsement page evidencing the County's off rights subject to approval by the County Attorney. In status as an additional insured on said policy, and upon cases of set-off pursuant to a Comptroller's audit,the County demand, a true and certified original copy of such policy shall only exercise such right after the finalization thereof, evidencing compliance with the aforesaid insurance and only after consultation with the County Attorney. requirements. 9. Non-Discrimination in Services and Employment f. All evidence of insurance shall provide for the County to be notified in writing thirty(3 0)days prior to any a. The Contractor shall not, on the grounds of race, cancellation,nonrenewal,or material change in the policy to creed, color, national origin, sex, age, disability, sexual which such evidence relates. It shall be the duty of the orientation,military status,or marital status Contractor to notify the County immediately of any cancellation,nonrenewal,or material change in any insurance i.) deny any individual the Services policy. provided pursuant to the,Contract;or g. In the event the Contractor shall fail to provide ii.) provide the Services to an individual that evidence of insurance,the County may provide the insurance is different, or provided in a different required in such manner as the County deems appropriate and manner, from those provided to others deduct the cost thereof from a Fund Source. pursuant to the Contract;or h. If the Contractor is a Municipal Corporation and iii.) subject an individual to segregation or has a self-insurance program under which it acts as a self- separate treatment in any matter related insurer for any of such required coverage,the Contractor shall to the individual's receipt of the Services provide proof, acceptable to the County, of self-funded provided pursuant to the Contract;or coverage. iv.) restrict an individual in any way from 5. Independent Contractor any advantage or privilege enjoyed by others receiving the Services provided The Contractor is not, and shall never be, considered an pursuant to the Contract;or employee of the County for any purpose. Notwithstanding anything contained in this Contract,the Contract shall not be v.) treat an individual differently from others construed as creating a principal-agent relationship between in determining whether or not the the County and the Contractor or the Contractor and the individual satisfies any eligibility or County,as the case may be. other requirements or conditions which individuals must meet in order to receive 6. Severability the Services provided pursuant to the Contract;or It is expressly agreed that if any term or provision of this Contract, or the application thereof to any person or vi.) . discriminate against employees or circumstance, shall be held invalid or unenforceable to any applicants for employment. extent,the remainder of the Contract, or the application of such term or provision to persons or circumstances other than b. The Contractor shall not utilize criteria or methods those as to which it is held invalid or unenforceable,shall not of administration which have the effect of subjecting be affected thereby,and every other term and provision of the individuals to discrimination because of their race, creed, Contract shall be valid and shall be enforced to the fullest color,national origin,sex,age,disability,sexual orientation, extent permitted by law. military status, or marital status, or have the effect of substantially impairing the Contract with respect to 7. Merger;No Oral Changes individuals of a particular race,creed,color,national origin, sex, age, disability, sexual orientation, military status, or It is expressly agreed that the Contract represents the entire marital status,in determining: agreement of the parties and that all previous understandings are herein merged in the Contract. No modification of the 9 of 26 pages r Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 i.) the Services to be provided;or Any document of the County,or any document created by the Contractor and used in rendering the Services, shall remain ii.) the class of individuals to whom,or the the property of the County and shall be kept confidential in situations in which,the Services will be accordance with applicable laws,rules,and regulations. provided;or 16. Assignment and Subcontracting iii.) the class of individuals to be afforded an opportunity to receive the Services. a. The Contractor shall not delegate its duties under the Contract,or assign,transfer,convey,subcontract,sublet, 10. Nonsectarian Declaration or otherwise dispose of the Contract,or any of its right,title or interest therein, or its power to execute the Contract, or The Services performed under the Contract are secular in assign all or any portion of the moneys that may be due or nature. No funds received pursuant to the Contract shall be become due hereunder, (collectively referred to in this used for sectarian purposes or to further the advancement of paragraph 16 as"Assignment"),to any other person,entity or any religion. The Services will be available to all eligible thing without the prior written consent of the County,and any individuals regardless of religious belief or affiliation. attempt to do any of the foregoing without such consent shall be void ab initio. 11. Governing Law b. Such Assignment shall be subject to all of the The Contract shall be governed by, and construed in provisions of the Contract and to any other condition the accordance with,the laws of the State of New York,without County requires. No approval of any Assignment shall be regard to conflict of laws. Venue shall be designated in the construed as enlarging any obligation of the County under the Supreme Court, Suffolk County, the United States District terms and provisions of the Contract. No Assignment of the Court for the Eastern District of New York,or,if appropriate, Contract or assumption by any person of any duty of the a court of inferior jurisdiction in Suffolk County. Contractor under the Contract shall provide for,or otherwise be construed as, releasing the Contractor from any term or 12. No Waiver provision of the Contract. It shall not be construed that any failure or forbearance of the 17. Changes to Contractor County to enforce any provision of the Contract in any particular instance or instances is a waiver of that provision. a. The Contractor may,from time to time,only with Such provision shall otherwise remain in full force and effect, the County's written consent,enter into a Permitted Transfer. notwithstanding any such failure or forbearance. For purposes of the Contract,a Permitted Transfer means: 13. Conflicts of Interest i.) if the Contractor is a partnership, the withdrawal or change, whether The Contractor shall not,during the Term,pursue a course of voluntary,involuntary or by operation of conduct which would cause a reasonable person to believe law, of the partners, or transfer of that he or she is likely to be engaged in acts that create a partnership interests (other than the substantial conflict between its obligations under the Contract purchase of partnership interests by and its private interests. The Contractor is charged with the existing partners,by the partnership itself duty to disclose to the County the existence of any such or the immediate family members by adverse interests, whether existing or potential. This duty reason of gift, sale or devise), or the shall continue as long as the Term.The determination as to dissolution of the partnership without whether or when a conflict may potentially exist shall immediate reconstitution thereof,and ultimately be made by the County Attorney after full disclosure is obtained. ii.) if the Contractor is a closely held corporation (i.e. whose stock is not 14. Cooperation on Claims publicly held and not traded through an exchange or over the counter): The Contractor and the County shall render diligently to each other, without compensation, any and all cooperation that 1. the dissolution, merger, may be required to defend the other party,its employees and consolidation or other designated representatives, against any claim, demand or reorganization of the action that may be brought against the other party, its Contractor;and employees or designated representatives arising out of,or in connection with,the Contract. 2. the sale or other transfer of twenty percent(20%)or more of the shares of the Contractor 15. Confidentiality (other than to existing shareholders, the corporation 10 of 26 pages c ' IFMS No. 23000009018 Rev.'11/14/22; Law No.22-AG-020F Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 itself or the immediate family members of shareholders by The Contract is entered into solely for the benefit of the reason of gift,sale or devise). County and the Contractor. No third parry shall be deemed a beneficiary of the Contract and no third party shall have the b. If the Contractor is a not-for-profit corporation,a right to make any claim or assert any right under the Contract. change of twenty percent (20%) or more of its shares or members shall be deemed a Permitted Transfer. 19. Certification as to Relationships C. The Contractor shall notify the County in writing, The Contractor certifies under penalties of perjury that to the which notice(the"Transfer Notice")shall include: best of its knowledge,other than through the funds provided i.) the proposed effective date of the in the Contract and other valid agreements with the County, Permitted Transfer, which shall not be there is no known spouse,life partner,business,commercial, less than thirty(30)days nor more than economic, or financial relationship with the County or its one hundred eighty(18 0)days after the elected officials. The Contractor also certifies to the best of date of delivery of the Transfer Notice; its knowledge that there is no relationship within the third degree of consanguinity,between the Contractor,any of its a summary of the material terms of the partners, members, directors, or shareholders owning five proposed Permitted Transfer; (5%)percent or more of the Contractor,and the County. The foregoing certification shall not apply to a contractor that is a iii.) the name and address of the proposed municipal corporation or a government entity. transferee; 20. Publications iv.) such information reasonably required by the County, which will enable the Any book,article,report,or other publication related to the County to determine the financial Services provided pursuant to this Contract shall contain the responsibility, character, and reputation following statement in clear and legible print: of the proposed transferee,nature of the "This publication is fully or partially funded by the County of proposed assignee/transferee's business Suffolk." and experience; 21. Copyrights and Patents V.) all executed forms required pursuant to Article IV of the Contract, that are a. Copyrights required to be submitted by the Contractor;and Any and all materials generated by or on behalf of the Contractor while performing the Services(including,without vi.) such other information as the County limitation,designs,images,video,reports,analyses,manuals, may reasonably require. films,tests,tutorials,and any other work product of any kind) and all intellectual property rights relating thereto ("Work d. The County agrees that any request for its consent Product") are and shall be the sole property of the County. to a Permitted Transfer shall be granted, provided that the The Contractor hereby assigns to the County its entire right, transfer does not violate any provision of the Contract, and title and interest,if any,to all Work Product,and agrees to do the transferee has not been convicted of a criminal offense as all acts and execute all documents,and to use its best efforts described under Article II of Chapter 189 of the Suffolk to ensure that its employees, consultants, subcontractors, County Code. The County shall grant or deny its consent to vendors and agents do all acts and execute any documents, any request of a Permitted Transfer within twenty(20)days necessary to vest ownership in the County of any and all after delivery to the County of the Transfer Notice, in Work Product. The Contractor may not secure copyright accordance with the provisions of Paragraph 27 of Article III protection. The County reserves to itself,and the Contractor of the Contract. If the County shall not give written notice to hereby gives to the County, and to any other person the Contractor denying its consent to such Permitted Transfer designated by the County, consent to produce, reproduce, (and setting forth the basis for such denial in reasonable publish,translate,display or otherwise use the Work Product. detail)within such twenty(20)-day period,then the County This paragraph shall survive any completion, expiration or shall be deemed to have granted its consent to such Permitted termination of this Contract. Transfer. The County shall be deemed to be the author of all the Work e. Notwithstanding the County's consent, Product. The Contractor acknowledges that all Work Product i.) the terms and conditions of the Contract shall constitute "work made for hire" under the U.S. shall in no way be deemed to have been copyright laws. To the extent that any Work Product does not waived or modified;and constitute a "work made for hire," the Contractor hereby ii.) such consent shall not be deemed assigns to the County all right,title and interest,including the consent to any further transfers. right, title and interest to reproduce, edit, adapt, modify or otherwise use the Work Product, that the Contractor may 18. No Intended Third Party Beneficiaries have or may hereafter acquire in the Work Product,including 11 of 26 pages Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 all intellectual property rights therein, in any manner or medium throughout the world in perpetuity without 25. Record Retention compensation. This includes,but is not limited to,the right to reproduce and distribute the Work Product in electronic or The Contractor shall retain all accounts,books,records,and optical media,or in CD-ROM,on-line or similar format. other documents relevant to the Contract for seven(7)years after final payment is made by the County. Federal, State, b. Patents and/or County auditors and any persons duly authorized by the County shall have full access and the right to examine any If the Contractor develops, invents, designs or creates any of said materials during said period. Such access is granted idea, concept, code, processes or other work or materials notwithstanding any exemption from disclosure that may be during the Term, or as a result of any Services performed claimed for those records which are subject to nondisclosure under the Contract("patent eligible subject matter"),it shall agreements, trade secrets and commercial information or be the sole property of the County. The Contractor hereby financial information that is privileged or confidential assigns to the County its entire right,title and interest,if any, Without limiting the generality of the foregoing, records to all patent eligible subject matter,and agrees to do all acts directly related to contract expenditures shall be kept for a and execute all documents, and to use its best efforts to period of ten(10)years because the statute of limitations for ensure that its employees, consultants, subcontractors, the New York False Claims Act(New York False Claims Act vendors and agents do all acts and execute any documents, § 192)is ten(10)years. necessary to vest ownership in the County of any and all patent eligible subject matter. The Contractor may not apply 26. Contract Agency Performance Measures and Reporting for or secure for itself patent protection. The County reserves Requirements—Local Law No.41-2013 to itself,and the Contractor hereby gives to the County,and to any other person designated by the County, consent to a. If payment under this Contract may exceed produce or otherwise use any item so discovered and/or the $50,000,it is subject to the requirements of Suffolk County right to secure a patent for the discovery or invention. This Local Law No. 41-2013, a Local Law to Implement paragraph shall survive any completion, expiration or Performance Measurement to Increase Accountability and termination of this Contract. Enhance Service Delivery by Contract Agencies(Article VIII of Chapter 189 of the Suffolk County Code)as set forth in 22. Arrears to County Article IV entitled "Suffolk County Legislative Contractor warrants that, except as may otherwise be Requirements." authorized by agreement, it is not in arrears to the County upon any debt,contract,or any other lawful obligation,and is b. The Contractor shall cooperate with the Department not in default to the County as surety. in all aspects necessary to help carry out the requirements of the Law. Based on criteria established by the Contractor in 23. Lawful Hiring of Employees Law in Connection with conjunction with the Department,the Contractor shall submit Contracts for Construction or Future Construction monthly reports regarding the Contractor's performance relative to the established criteria, on dates and times as In the event that the Contract is subject to the Lawful Hiring specified by the Department,as more fully set forth in Article of Employees Law of the County of Suffolk,Suffolk County I and Article IV of this Contract. Code Article II of Chapter 353,as more fully set forth in the Article entitled"Suffolk County Legislative Requirements," C. The Contractor shall submit an annual report to the the Contractor shall maintain the documentation mandated to Department regarding the Contractor's performance no later be kept by this law on the construction site at all times. than July 31 of each year of the Term.All performance data Employee sign-in sheets and register/log books shall be kept and reports will be subject to audit by the Comptroller. on the construction site at all times and all covered employees, as defined in the law, shall be required to sign 27. Notice such sign-in sheets/register/log books to indicate their presence on the construction site during such working hours. Unless otherwise expressly provided, all notices shall be in writing and shall be deemed sufficiently given if sent by 24. Certification Regarding Lobbying regular first class mail and certified mail, or personally delivered during business hours as follows: 1.) to the Together with this Contract and as a condition precedent to Contractor at the address on page 1 of the Contract and 2.)to its execution by the County, the Contractor shall have the County at the Department,or as to either of the foregoing, executed and delivered to the County the Certification to such other address as the addressee shall have indicated by Regarding Lobbying (if payment under this Contract may prior written notice to the addressor. All notices received by exceed $100,000) as required by Federal regulations, and the Contractor relating to a legal claim shall be immediately shall promptly advise the County of any material change in sent to the Department and also to the County Attorney at H. any of the information reported on such Certification, and Lee Dennison Building, 100 Veterans Memorial Highway, shall otherwise comply with, and shall assist the County in P.O.Box 6100,(Sixth Floor),Hauppauge,New York,11788- complying with, said regulations as now in effect or as 0099. amended during the term of this Contract. End of Text for Article III-F 12 of 26 pages e ' Rev.'11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/679,7/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 AUDIT." Article IV-F Suffolk County Legislative Requirements 3. Use of County Resources to Interfere with Collective Bargaining Activities NOTE: THE CONTRACTOR'S COMPLETED LEGISLATIVE It shall be the duty of the Contractor to read,become familiar REQUIREMENTS FORMS REFERENCED HEREIN ARE with, and comply with the requirements of Article I of AVAILABLE ON FILE AT THE DEPARTMENT NAMED ON Chapter 803 of the Suffolk County Code. THE SIGNATURE PAGE OF THIS CONTRACT. County Contractors (as defined by section 803-2) shall 1. Contractor's/Vendor's Public Disclosure Statement comply with all requirements of Chapter 803 of the Suffolk County Code,including the following prohibitions: It shall be the duty of the Contractor to read,become familiar with, and comply with the requirements of section A5-8 of a. The Contractor shall not use County funds to assist, Article V of the Suffolk County Code. promote,or deter union organizing. Unless certified by an officer of the Contractor as being b. No County funds shall be used to reimburse the exempt from the requirements of section A5-8 of Article V of Contractor for any costs incurred to assist,promote,or deter the Suffolk County Code, the Contractor represents and union organizing. warrants that it has filed with the Comptroller the verified public disclosure statement required by Suffolk County C. No employer shall use County property to hold a Administrative Code Article V,section A5-8 and shall file an meeting with employees or supervisors if the purpose of such update of such statement with the Comptroller on or before meeting is to assist,promote,or deter union organizing. the 31st day of January in each year of the Contract's duration. The Contractor acknowledges that such filing is a If the Services are performed on County property, the material,contractual and statutory duty and that the failure to Contractor must adopt a reasonable access agreement, a file such statement shall constitute a material breach of the neutrality agreement, fair communication agreement, non Contract, for which the County shall be entitled, upon a intimidation agreement, and a majority authorization card determination that such breach has occurred,to damages,in agreement. addition to all other legal remedies,of fifteen percent(15%) of the amount of the Contract. If the Services are for the provision of human services and are not to be performed on County property,the Contractor must Required Form: adopt,at the least,a neutrality agreement. Suffolk County Form SCEX 22; entitled "Contractor's/Vendor's Public Disclosure Statement" Under the provisions of Chapter 803,the County shall have the authority,under appropriate circumstances,to terminate the Contract and to seek other remedies as set forth therein, 2. Living Wage Law for violations of this Law. It shall be the duty of the Contractor to read,become familiar Required Form: with, and comply with the requirements of Chapter 575, of Suffolk County Labor Law Form DOL-1,01 (Revised the Suffolk County Code. 2/2020); entitled "Suffolk County Department of Labor, This Contract is subject to the Living Wage Law of the Licensing & Consumer Affairs — Union Organizing County of Suffolk. The law requires that, unless specific Certification/Declaration-Subject to Audit." exemptions apply, all employers (as defined)under service contracts and recipients of County financial assistance, (as 4. Lawful Hiring of Employees Law defined) shall provide payment of a minimum wage to employees as set forth in the Living Wage Law. Such rate It shall be the duty of the Contractor to read,become familiar shall be adjusted annually pursuant to the terms of the Suffolk with, and comply with the requirements of Article II of County Living Wage Law of the County of Suffolk. Under Chapter 353 of the Suffolk County Code. the provisions of the Living Wage Law,the County shall have the authority,under appropriate circumstances,to terminate This Contract is subject to the Lawful Hiring of Employees the Contract and to seek other remedies as set forth therein, Law of the County of Suffolk. It provides that all covered for violations of this Law. employers, (as defined),and the owners thereof,as the case may be,that are recipients of compensation from the County Required Forms: through any grant, loan, subsidy, funding, appropriation, Suffolk County Living Wage Form DOL-LWl/38(Revised payment, tax incentive, contract, subcontract, license 12/2021) entitled "SUFFOLK COUNTY DEPARTMENT agreement,lease or other financial compensation agreement OF LABOR, LICENSING & CONSUMER AFFAIRS— issued by the County or an awarding agency, where such NOTICE OF APPLICATION FOR COUNTY compensation is one hundred percent(100%)funded by the COMPENSATION-LIVING-WAGE County, shall submit a completed sworn affidavit (under CERTIFICATION/DECLARATION-SUBJECT TO penalty of perjury),the form of which is attached,certifying 13 of 26 pages Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 that they have complied,in good faith,with the requirements 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, respect to the hiring of covered employees(as defined) and, Suffolk County Code,Chapter 353 (2006)"DOL-LHE 1/2 with respect to the alien and nationality status of the owners (REVISED 8/2017). thereof. The affidavit shall be executed by an authorized representative of the covered employer or owner,as the case S. Gratuities may be;shall be part of any executed contract,subcontract, license agreement, lease or other financial compensation It shall be the duty of the Contractor to read,become familiar agreement with the County; and shall be made available to with,and comply with the requirements of Chapter 664 of the the public upon request. Suffolk County Code. All contractors and subcontractors (as defined) of covered The Contractor represents and warrants that it has not offered employers, and the owners thereof,as the case may be,that or given any gratuity to any official,employee or agent of the are assigned to perform work in connection with a County County or the State or of any political party,with the purpose contract, subcontract, license agreement, lease or other or intent of securing an agreement or securing favorable financial compensation agreement issued by the County or treatment with respect to the awarding or amending of an awarding agency,where such compensation is one hundred agreement or the making of any determinations with respect percent (100%) funded by the County, shall submit to the to the performance of an agreement. covered employer a completed sworn affidavit(under penalty of perjury),the form of which is attached,certifying that they 6, Prohibition Against Contracting with Corporations have complied,in good faith,with the requirements of Title 8 that Reincorporate Overseas of the United States Code Section 1324a with respect to the hiring of covered employees and with respect to the alien and It shall be the duty of the Contractor to read,become familiar nationality status of the owners thereof,as the case may be. with, and comply with the requirements of sections A4-13 The affidavit shall be executed by an authorized and A4-14 of Article IV of the Suffolk County Code. representative of the contractor,subcontractor,or owner,as the case may be; shall be part of any executed contract, The Contractor represents that it is in compliance with subcontract, license agreement, lease or other financial sections A4-13 and A4-14 of Article IV of the Suffolk compensation agreement between the covered employer and County Code. Such law provides that no contract for the County; and shall be made available to the public upon consulting services or goods and services shall be awarded by request. the County to a business previously incorporated within the U.S.A.that has reincorporated outside the U.S.A. An updated affidavit shall be submitted by each such employer,owner,contractor and subcontractor no later than 7 Child Sexual Abuse Reporting Policy 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 11 of terms of the Contract. Chapter 880 of the Suffolk County Code. 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. The documentation mandated to be kept by this law shall at It shall be the duty of the Contractor to read,become familiar all times be kept on site., Employee sign-in sheets and with, and comply with the requirements of Article 11 of register/log books shall be kept on site at all times during Chapter 189 of the Suffolk County Code. working hours and all covered employees,as defined in the law,shall be required to sign such sign-in sheets/register/log Upon signing the Contract,the Contractor certifies that it has books to indicate their presence on the site during such not been convicted of a criminal offense within the last ten working hours. (10)years. The term"conviction" shall mean a finding of guilty after a trial or a plea of guilty to an offense covered Required Forms: under section 189-5 of the Suffolk County Code under "SUFFOLK COUNTY DEPARTMENT OF LABOR, "Nonresponsible Bidder." LICENSING, & CONSUMER AFFAIRS — NOTICE OF APPLICATION TO CERTIFY COMPLIANCE WITH 14 of 26 pages n Rev.'11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 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 establish appropriate performance All contract agencies that conduct youth sports programs are indicators and targets for monthly evaluation of the contract required to develop and maintain a written plan or policy 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 Suffolk County Local Laws, Rules and Regulations can be the County does not represent approval or endorsement of accessed on the homepage of the Suffolk County Legislature. any such plan or policy,nor shall the County be subject to any liability in connection with any such plan or policy. 15. Suffolk County Code of Ethics 11. Work Experience Participation As required by Suffolk County Standard Operating Procedure A-06, the following is a link to the Suffolk County Ethics If the Contractor is anot-for-profit or governmental agency or Booklet,which contains the provisions of the Suffolk County institution,each of the Contractor's locations in the County at Code of Ethics: which the Services are provided shall be a work site for public-assistance clients of Suffolk County pursuant to littps://suffolkcountvny.gov/Portals/O/fomisdoes/Boardofethic Chapter 281 of the Suffolk County Code at all times during s/Code%20of%20Ethics%20Booldet%20- the Term of the Contract. If no Memorandum of %20New%20Revised%20May%202017.pdf Understanding("MOU")with the Suffolk County Department of Labor for work experience is in effect at the beginning of 16. Notification of Cyber Security Breach the Term of the Contract, the Contractor, if it is a not-for- profit or governmental agency or institution,shall enter into It shall be the duty of the Contractor to read,become familiar such MOU as soon as possible after the execution of the with,and comply with the requirements of section A5-22 of Contract and failure to enter into or to perform in accordance Article V of the Suffolk County Administrative Code. with such MOU shall be deemed to be a failure to perform in accordance with the Contract, for which the County may The Contractor(as de withhold payment, terminate the Contract or exercise such fined in section AS-22)certifies that it other remedies as may be appropriate in the circumstances. has policies and procedures in place for the effective management of any cyber security breach, threat or event. 12. Safeguarding Personal Information of Minors The Contractor shall immediately notify the Department named on the signature page of this Contract, the Suffolk It shall be the duty of the Contractor to read,become familiar County Executive, the Clerk of the Suffolk County with, and comply with the requirements of Suffolk County Legislature,and the Suffolk County Department of Audit and Local Law No. 20-2013, a Local Law to Safeguard the Control of any cyber security breach, event or attack, as Personal Information of Minors in Suffolk County. defined in section A5-22 of Article V of the Suffolk County Administrative Code. All contract agencies that provide services to minors are required to protect the privacy of the minors and are strictly prohibited from selling or otherwise providing to any third End of Text for Article IV-F party,in any manner whatsoever,the personal or identifying information of any minor participating in their programs. 15 of 26 pages Rev: 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 Article V-F General Fiscal Terms and Conditions C. Payment by County 1. General Payment Terms Payment by the County shall be made within thirty(30)days after approval of the Suffolk County Payment Voucher by the a. Presentation of Suffolk County Payment Comptroller. Voucher d, Budget Modification In order for payment to be made by the County to the i.) The parties shall use the Contract Budget Contractor for the Services,the Contractor shall prepare and Modification Request form ("Budget present a Suffolk County Payment Voucher,which shall be Modification") for revisions to the documented by sufficient, competent and evidential matter. Budget and Services not involving an Each Suffolk County Payment Voucher submitted for increase to the total cost of the Contract. payment is subject to Audit at any time during the Term or If the Contractor is seeking such a any extension thereof. This provision shall survive expiration modification, the Contractor shall or termination of this Contract for a period of not less than contact the Department to receive the seven(7)years,and access to records shall be as set forth in form and enter the required information. paragraph 25 of Article III,and paragraph 4(b)of Article V. When the County and the Contractor b. Voucher Documentation agree as to such revisions,the Contractor shall sign the Budget Modification form The Suffolk County Payment Voucher shall list all and return it to the County for execution information regarding the Services and other items for which along with any other documentation the expenditures have been or will be made in accordance with Department may require. the Contract. Either upon execution of the Contract(for the ii.) Such request must be made in advance of Services already rendered and expenditures already made),or incurring any expenditure for which the not more than thirty (30) days after the expenditures were revision is needed. made,and in no event after the 3151 day of January following the end of each year of the Contract, the Contractor shall iii.) Upon complete execution of the Budget furnish the County with detailed documentation in support of Modification form, the County shall the payment for the Services or expenditures under the return a copy to the Contractor. The Contract, e.g., dates of the Service, worksite locations, revision shall not be effective until the activities, hours worked, pay rates and all program Budget Budget Modification is completely categories. The Suffolk County Payment Voucher shall include time records,certified by the Contractor as true and executed. accurate,of all personnel for whom expenditures are claimed iv.) The Budget Modification form may be during the period. Time and attendance records of a submitted only twice per calendar year Contractor's Director/Executive Director shall be certified by and may only be submitted prior to the Chairperson,President or other designated member of the November 151h.of that year. Board of Directors of the Contractor and shall be maintained by the Contractor for audit. All Suffolk County Payment Vouchers must bear a signature as that term is defined e. Budget and/or Services Revisions pursuant to New York State General Construction Law§46 i.) The parties shall use the Contract by duly authorized persons, and certification of such Budget/Services Revision Approval authorization with certified specimen signatures thereon must o theervi be filed with the County by a Contractor official empowered Form (Budget/Services Revisions) for to sign the Contract. revisions tto the Budget and Services involving any change to the total cost of Disbursements made by the Contractor in accordance with the the Contract due to a resolution of the Contract and submitted for reimbursement must be Legislature, changes to the County's documented and must comply with accounting procedures as adopted annual budget,or for any other set forth by the Suffolk County Department of Audit and reason necessitating revisions to the Control. Documentation, including any other form(s) Budget or Services. required by County or the Suffolk County Department of ii.) When the County and the Contractor Audit and Control,shall be furnished to the County pursuant agree as to such revisions, the to, and as limited by, the Regulations for Accounting Department will enter the information Procedures for Contract Agencies of the Suffolk County into the Budget/Services Revisions Form Department of Audit and Control. In addition to any other and send it to the Contractor for remedies that the County may have, failure to supply the signature.The Contractor shall return it required documentation will disqualify the Contractor from to the County for execution along with any further County contracts. any other documentation the Department 16 of 26 pages R a IFMS No. 23000009018 Rev. 11/14/22; Law No.22-AG-020F Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 may require. accurate,of its iii.) Upon complete execution of the form by i.) salary scale for all positions listed in the the parties, the County shall return a Budget; copy to the Contractor. The revision shall not be effective until the ii.) personnel rules and procedures; Budget/Services Revisions Form is completely executed. iii.) pension plan and any other employee benefit plans or arrangements. f. Taxes b. The Contractor shall not be entitled to The charges payable to the Contractor under the Contract are reimbursement for costs under any pension or benefit plan the exclusive of federal,state,and local taxes,the County being a Comptroller deems commercially unreasonable. municipality exempt from payment of such taxes. C. Notwithstanding anything in this paragraph 3 of g. Final Voucher this Article V,the County shall not be limited in requesting The acceptance by the Contractor of payment of all billings such additional financial information it deems reasonable. made on the final approved Suffolk County Payment Voucher shall operate as and shall be,a release of the County from all 4. Accounting Procedures claims by the Contractor through the date of the Voucher. a. The Contractor shall maintain accounts, books, 2. Subject to Appropriation of Funds records, documents, other evidence, and accounting procedures and practices which sufficiently and properly a. The Contract is subject to the amount of funds reflect all direct and indirect costs of any nature expended in appropriated each fiscal year and any subsequent the performance of the Contract,in accordance with generally modifications thereof by the County Legislature, and no accepted accounting principles and with rules,regulations and liability shall be incurred by the County beyond the amount of financial directives, as may be promulgated by the Suffolk funds appropriated each fiscal year by the County Legislature County Department of Audit and Control and the Department. for the Services. The Contractor shall permit inspection and audit of such accounts,books,records, documents and other evidence by b. If the County fails to receive Federal or State funds the Department and the Suffolk County Comptroller,or their originally intended to pay for the Services,or to reimburse the representatives,as often as,in their judgment,such inspection County, in whole or in part, for payments made for the is deemed necessary. Such riglivof inspection and audit as set Services,the County shall have the sole and exclusive right forth in subparagraph b. below shall exist during the Term to: and for a period of seven (7) years after expiration or termination of the Contract. i.) determine how to pay for the Services; b. The Contractor shall retain all accounts, books, ii.) determine future payments to the records, and other documents relevant to the Contract for Contractor;and seven (7) years after final payment is made by the County. Federal, State,and/or County auditors and any persons duly iii.) determine what amounts, if any, are authorized by the County shall have full access and the right reimbursable to the County by the to examine any of said materials during said period. Such Contractor and the terms and conditions access is granted notwithstanding any exemption from under which such reimbursement shall disclosure that may be claimed for those records which are be paid. subject to nondisclosure agreements, trade secrets and commercial information or financial information that is C. The County may,during the Term,impose a Budget privileged or confidential. Deficiency Plan. In the event that a Budget Deficiency Plan is imposed,the County shall promptly notify the Contractor in C. The Contractor shall utilize the accrual basis of writing of the terms and conditions thereof, which shall be accounting and will submit all financial reports and claims deemed incorporated in and made a part of the Contract,and based on this method of accounting during the Term. the Contractor shall implement those terms and conditions in no less than fourteen(14)days. g. Audit of Financial Statements 3. Personnel Salaries; Pension and Employee Benefit a. All payments made under the Contract are subject Plans,Rules and Procedures to audit by the Comptroller pursuant to Article V of the Suffolk County Charter. The Contractor further agrees that a. Upon request the Contractor shall submit to the the Comptroller and the Department shall have access to and County a current copy,certified by the Contractor as true and the right to examine, audit, excerpt, copy or transcribe any 17 of 26 pages « ti Rev.11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 pertinent transactions or other records relating to services Contractor may be operating. The use of subsidiary schedules under the Contract. If such an audit discloses overpayments should be encouraged for this purpose. The Auditor must by the County to the Contractor,within thirty(30)days after also prepare a Management Letter based on the audit. the issuance of an official audit report by the Comptroller or his duly designated representatives,the Contractor shall repay d. "Subrecipients" —Federally Funded Programs the amount of such overpayment by check to the order of the and Grants Suffolk County Comptroller or shall submit a proposed plan of repayment to the Comptroller. If there is no response,or if i.) In the event the Contractor is a satisfactory repayments are not made,the County may recoup "Subrecipient"as that term is defined in overpayments from any amounts due or becoming due to the 2 CFR § 200.93 and the Contractor Contractor from the County under the Contract or otherwise. expends seven hundred fifty thousand ($750,000.00)dollars or more of Federal b. The provisions of this paragraph shall survive the moneys,whether as arecipient expending expiration or termination of the Contract for a period of seven awards received directly from Federal (7) years, and access to records shall be as set forth in awarding agencies or as a Contractor paragraph 25 of Article III,and paragraph 4(b)of Article V. expending Federal awards received from 6. Financial Statements and Audit Requirements a pass-through entity such as New York State and/or Suffolk County,during any fiscal year within which it receives a. Notwithstanding any other reporting or certification requirements of Federal, State, or local authorities, the funding under the Contract, the audit Contractor shall obtain the services of an independent referred to under this paragraph 6 must licensed public accountant or certified public accountant(the conducted and any the audit report m "Auditor") to audit its financial statements for each must be rat Guidance—2 CFR Part accordance with OMB Contractor's "fiscal year" in which the Contractor has Uniform Gran received, or will receive, three hundred thousand 200 ("Single Audit Report"). Single Audit Reports must also be uploaded to ($300,000.00) dollars or more from the County, whether the Federal Audit Clearinghouse,to the under the Contract or other agreements with the County,and extent required by the OMB Uniform shall submit a report to the County on the overall financial Grant Guidance referred to above. In condition and operations of the Contractor, including a addition, the Single Audit Report, balance sheet and statement of income and expenses,attested respective financial statements and any by the Auditor as fairly and accurately reflecting the Management Letters must be submitted accounting records of the Contractor in accordance with to the Department set forth on page one generally accepted accounting principles. The audited of this Contract and emailed to the financial statements including respective Management Letters Executive Director of Auditing Services must be emailed to the Executive Director of Auditing at Services at Audits a suffolkcountvny.eov within thirty (30) subrecipientmonitoring(�suffolkeounty days after completion of the audit,but in no event later than ny.sov within thirty (30) days after nine(9)months after the end of the Contractor's fiscal year, completion of the audit,but in no event to which the audit relates. The Contractor may solicit later than nine(9)months after the end of requests for proposals from a number of qualified accounting the Contractor's fiscal year,to which the firms and review carefully the costs of,and qualifications for, audit relates. this type of work before selecting the Auditor. b. The Auditor should be required to meet the In the event the Contractor is a following minimum requirements: "Subrecipient"as that term is defined in 2 CFR § 200.93 and the Contractor expends less than seven hundred fifty i.) a current license issued by the New York thousand ($750,000.00) dollars of State Education Department; Federal moneys, whether as a recipient sufficient auditing experience in the not- expending awards received directly from for-profit,governmental or profit-making Federal awarding agencies or as a areas,as applicable;and Contractor expending Federal awards received from a pass-through entity such iii.) a satisfactory peer review issued within as New York State and/or Suffolk not more than three(3)years prior to the County, during any fiscal year the date when the Auditor was selected to Contractor must email a certified conduct the audit. Exemption Letter, the form of which C. The audit must be conducted in accordance with shall be provided by the Department,on generally accepted governmental auditing standards. the Contractor's Letterhead and a Financial statements must clearly differentiate between Schedule of Federal Funds Expended to County-funded programs and other programs that the the respective County Department and 18 of 26 pages 5 Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 the Executive Director of Auditing furniture,fixtures,equipment,materials, Services at or supplies at the most reasonable price subrecipientmonitorinan suffolkcountynv or cost possible. .eov within thirty(3 0)days of the end of the Contractor's fiscal year. The ii.) The County reserves the right to Schedule of Federal Funds Expended purchase or obtain furniture, fixtures, must include all Federal funding received equipment,materials,or supplies for the directly from the Federal government and Contractor in accordance with the all Federal funds passed through from the programmatic needs of the Contract. If County and other pass-through entities. the County exercises this right, the amount budgeted 'for the items so iii.) Subrecipients may include, but not purchased or obtained by the County for necessarily be limited to, not-for-profit the Contractor shall not be available to organizations;units of state government the Contractor for any purpose or a unit of local governments. whatsoever. Title to any such items purchased or otherwise obtained by the e. Copies of any other audit reports including County for the programs encompassed oversight agency audits must be submitted to the Department the Contract and entrusted C the set forth on page one of this Contract and emailed to the Contractor,shall remain in the County. Executive Director of Auditing Services at iii.) The County shall retain a proprietary Audits(a)suffolkcountyn�ov within thirty (30) days after interest in all furniture, removable completion of the audit(s). fixtures, equipment, materials, and f. The requirements set forth in this paragraph 6 shall supplies purchased or obtained by the not preclude the authorized representatives of the County,the Contractor and paid for or reimbursed to Comptroller,or Federal or State entities from conducting any the Contractor pursuant to the terms of other duly authorized audit(s) of records and financial the Contract or any prior agreement statements of the Contractor. The Contractor shall make such between the parties. records and financial statements available to authorized iv.) The Contractor shall attach labels representatives of Federal,State and County government for indicating the County's proprietary that purpose. interest or title in all such property. g. The provisions of this paragraph 6 shall survive the expiration or termination of the Contract. C. County's Right to Take Title and Possession 7. Furniture,Fixtures,Equipment,Materials,Supplies Upon the termination or expiration of the Contract or any renewal thereof, the discontinuance of the business of the a. Purchases, Rentals or Leases Requiring Prior Contractor,the failure of the Contractor to comply with the Approval terms of the Contract,the bankruptcy of the Contractor, an assignment for the benefit of its creditors,or the failure of the Prior to placing any order to purchase, rent or lease any Contractor to satisfy anyjudgment against it within thirty(3 0) furniture, fixtures, or equipment valued in excess of one days of filing of the judgment,the County shall have the right thousand dollars ($1,000.00) per unit for which the to take title to and possession of all furniture, removable Contractor will seek reimbursement from the County, the fixtures, equipment, materials, and supplies and the same Contractor shall submit to the County a written request for shall thereupon become the property of the County without approval to make such a proposed purchase,rental or lease, any claim for reimbursement on the part of the Contractor. with a list showing the quantity and description of each item, its intended location and use,estimated unit price or cost,and d. Inventory Records,Controls and Reports estimated total cost of the proposed order. Written approval of the County shall be required before the Contractor may The Contractor shall maintain proper and accurate inventory proceed with such proposed purchase, rental or lease of records and controls for all such furniture,removable fixtures furniture,fixtures or equipment. All items purchased must be and equipment acquired pursuant to the Contract and all prior new or like new unless specifically described otherwise in the agreements between the parties, if any. Three (3) months Budget. before the expiration date of the Contract,the Contractor shall make a physical count of all items of furniture, removable b. Purchase Practices/Proprietary Interest of fixtures and equipment in its custody, checking each item County against the aforesaid inventory records. A report setting forth the results of such physical count shall be prepared by the i.) The Contractor shall follow the general Contractor on a form or forms designated by the County, practices that are designed to obtain certified and signed by an authorized official of the 19 of 26 pages IFMS No. 23000009018 Rev. 11/14/22; Law No.22-AG-020F Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 Contractor,and one(1)copy thereof shall be delivered to the County within five(5)days after the date set for the aforesaid 10. Miscellaneous Fiscal Terms and Conditions physical count. Within five(5)days after the termination or expiration date of the Contract,the Contractor shall submit to a. Limit of County's Obligations the County six(6)copies of the same report updated to such date of the Contract, certified and signed by an authorized The maximum amount to be paid by the County is set forth on official of the Contractor, based on a physical count of all the first page of the Contract. items of furniture,removable fixtures and equipment on the aforesaid expiration date,and revised,if necessary,to include b. Duplicate Payment from Other Sources any inventory changes during the last three(3)months of the Term. Payment by the County for the Services shall not duplicate payment received by the Contractor from any other source. e. Protection of Property in Contractor's Custody C. Funding Identification The Contractor shall maintain vigilance and take all ' reasonable precautions to protect the furniture, fixtures, The Contractor shall promptly submit to the County upon equipment,material or supplies in its custody against damage request, a schedule for all programs funded by the County, or loss by fire,burglary,theft,disappearance,vandalism, or itemizing for each such program the sums received, their misuse. In the event of burglary, theft, vandalism, or source and the total program budget. disappearance of any item of furniture,fixtures,equipment, material or supplies,the Contractor shall immediately notify d. Outside Funding for Non-County Funded the police and make arecord thereof,including arecord of the Activities results of any investigation which may be made thereon. In the event of loss of or damage to any item of furniture, Notwithstanding the foregoing provisions of the Contract,it is fixtures,equipment,materials,or supplies from any cause,the the intent of the County that the terms and conditions of the Contractor shall immediately send the County a detailed Contract shall not limit the Contractor from applying for and written report thereon. accepting outside grant awards or from providing additional educational activities/services which may result in the f. Disposition of Property in Contractor's Custody Contractor incurring additional costs,as long as the following conditions are met: Upon termination of the County's funding of any of the Services covered by the Contract,or at any other time that the i.) The County is not the Fund Source for County may direct,the Contractor shall make access available the additional services; and render all necessary assistance for physical removal by the County or its designee of any or all furniture,removable ii.) Sufficient funding is available for or can fixtures,equipment,materials or supplies in the Contractor's be generated by the Contractor to cover custody in which the County has a proprietary interest,in the the cost incurred by the Contractor to same condition as such property was received by the provide these additional services;and Contractor, reasonable wear and tear excepted. Any iii,) If sufficient funding is not available or disposition, settlements or adjustments connected with such cannot be generated, the County shall property shall be in accordance with the rules and regulations not be held liable for any of the of the County and the State of New York. additional costs incurred by the Contractor in furnishing such additional 8. Lease or Rental Agreements services. If lease payments or rental costs are included in the Budget as iv.) Prior to scheduling any such additional an item of expense reimbursable by the County, the services on County-owned property,the Contractor shall promptly submit to the County, upon Contractor shall obtain written County request, any lease,or rental agreement. If during the Term, approval. The Contractor shall, to the the Contractor shall enter into a lease or rental agreement,or County's satisfaction, submit any shall renew a lease or rental agreement,the Contractor shall, documentation requested by the prior to the execution thereof, submit such lease or rental Department reflecting the change, and identify the additional services to be agreement,to the County for approval. provided and the source of funding that shall be utilized to cover the 9. Statement of Other Contracts expenditures incurred by the Contractor in undertaking the additional services. Prior to the execution of the Contract,the Contractor shall submit a Statement of Other Contracts to the County. If the e, Potential Revenue Contract is amended during the Term, or if the County exercises its option right,the Contractor shall submit a then The Contractor shall actively seek and take reasonable steps current Statement of Other Contracts. 20 of 26 pages 5 Rev. 11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 to secure all potential funding from grants and contracts with Contractor shall spend during the Term for the purposes set other agencies for programs funded by the County. forth in the Contract an amount less than,or receive amounts more than, provided in the Budget, the total cost of the f. Payments Contingent upon State/Federal Contract shall be reduced to the net amount of actual Funding Contractor expenditures made for such purposes. The total amount to be paid by the County shall not exceed the lesser of Payments under the Contract may be subject to and (i)actual net expenditures or(ii)the total cost of the Contract contingent upon continued funding by State and/or Federal on the cover page and in the Budget. Upon termination or agencies. In the event payments are subject to such funding expiration of the Contract,if the Contractor's total amount of no payment shall be made until the Contractor submits allowable expenses is less than the total amount of the documentation in the manner and form as shall be required by payments made during the Term,the Contractor shall prepare State and/or Federal agency. If late submission of claims a check payable to the Suffolk County Comptroller for the precludes the County from claiming State or Federal difference between the two amounts and submit such payment reimbursement, such late claims by the Contractor shall not to the County,along with the final Suffolk County Payment be paid by the County subject to subparagraph g.below,if, Voucher. for any reason,the full amount of such funding is not made available to the County,the Contract may be terminated in k. Travel, Conference, and Meeting Attendance: whole or in part,or the amount payable to the Contractor may SOP A-07 Amendment 1 be reduced at the discretion of the County,provided that any such termination or reduction shall not apply to allowable Reimbursement to the Contractor for travel costs shall not costs incurred by the Contractor prior to such termination or exceed amounts allowed to County employees. All reduction,and provided that money has been appropriated for conferences that are partially or fully funded by the County payment of such costs. that the Contractor's staff wishes to attend must be pre- approved, in writing, by the County and must be in g. Denial of Aid compliance with Suffolk County Standard Operating Procedure A-07 which may be viewed online at the County's If a State or Federal government agency is funding the website, SuffolkCountyny.gov; go to "Government," then Contract and fails to approve aid in reimbursement to the "Comptroller,"then"Consultant's Agreements." County for payments made hereunder by the County to the Contractor for expenditures made during the Tenn because of 1. Salaries any act,omission or negligence on the part of the Contractor, then the County may deduct and withhold from any payment The Contractor shall not be eligible to receive any salary due to the Contractor an amount equal to the reimbursement reimbursement until proof of deposit or payment of all denied by the state or federal government agency, and the withholding and payroll taxes to the Federal/State County's obligation to the Contractor shall be reduced by any governments has been provided to the County. such amounts. In such an event,if there should be a balance due to the County after it has made a final payment to the In. Salary Increases Contractor under the Contract,on demand by the County,the Contractor shall reimburse the County for the amount of the No salary,wage,or other compensation for the Services shall balance due the County, payable to the Suffolk County be increased over the amount stated in the Budget without the Comptroller. The provisions of this subparagraph shall prior written approval of the County. survive the expiration or termination of the Contract. n. Contractor Vacancies h. Budget The County shall have the right of prior approval of the The Contractor expressly represents and agrees that the Contractor's filling of any vacant position as of the date of Budget lists all revenue,expenditures,personnel,personnel execution of the Contract or as may thereafter become vacant, costs and/or all other relevant costs necessary to provide the and,in the exercise of that right.The County may promulgate Services. reasonable regulations involving filling of vacancies which shall be deemed to be incorporated by reference in, and be i. Payment of Claims made part of,the Contract,provided,however,that subject to the availability of funding, approval for the hiring of Upon receipt of a Suffolk County Payment Voucher, the replacement clerical shall be a Contractor determination. County,at its discretion,may pay the Contractor during the Term,in advance,an amount not to exceed one sixth(1/6)of o. No Limitation On Rights the maximum amount to be paid by the County set forth on the first page of the Contract. Notwithstanding anything in this Article V to the contrary, the County shall have available to it all rights and remedies j. Payments Limited to Actual Net Expenditures under the Contract and at law and equity. The Contractor agrees that if,for any reason whatsoever,the 21 of 26 pages ti q Rev.'11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 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-F 22 of 26 pages Rev.11/14/22; Law No.22-AG-020F IFMS No. 23000009018 Nutrition Program for the Elderly 001-6790/6797/6774/6777/6779/-4980, 6776-3330-95230 003-6808/6810/6811/6812/6813/6814 Article VI-F Budget Town of Southold RATE PAGE Nutrition Program for the Elderly January 1,2023 -December 31,2023 CONGREGATE MEALS $6.40 HOME-DELIVERED MEALS $6.79 23 of 26 pages GG"antiri De artmeni �• Federal Awarding ;Federal Award identification.,. Assistance Listing g. p. Agency: Number and Title: Suffolk County­. Number: NlA ' :.; IIIC-1' 93.045 Health and Human .Office for the Aging` Services Awarding t?fficial Name County Contract :Identify the dollar_arnounf..` Federal Award Date: ;and Number: available under each Federal 111123 Contact Information: 23000009018 awat+rl and the Assistance Suffolk Coun Listing Number at time of Office.for-the Aging Title IIIC-1 ; , ; 100.Veterans-Memorial Subawani Budget Period Start Highway Subaward Period of Federal Amount and%(this:: and End Date: ,PO BOX.6100 1/1123-12/31123 pp g a Performance Start and Assistance.Listirig,Number): : ... Hau au a,NY: 11188 End Date: $52,290..000% :.. 1l ... ... . 1/23-12131/23 Federal Amount and%°(other Assistance Listing,Number(s)): $223;622 StObArnount and"/o: N/A County Amount and,%°:, .. . :: $5.810-7 .10% Subrecipient Name Subrecipient's Unique Federal Funds Qbligated,by Federal Funds Obligated to Address, Entity Identifier: NIA this Action: Subrecipient by County including current obligation: Town of Southold $521290:. ; $275,912 53095-Main Road Research& Total Federal Award Committed P.O:Boz 1479 . Development to Subrecipient by-the County' Southold, NY 11971- ❑Yes ❑No :$275,912 N/A 0959. . :.. . . Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs): Not to exceed 20% Approved federally recognized indirect cost rate negotiated_between the.subrecipient and the Federal ..Government or, if no such.rate exists, either a rate negotiated between the pass-through entity and the subrecipient(in conipliance.with this part)- or a de minimis indirpet•cost,rate as defined in§200.414 Indirect(F&A) .costs, paragraph (f): Not to exceed.20% Federal Award Project Description: Title IIIC of the Older Americans Act'93.045 F2equirements imposed.by;the pass-through entity on the subrecipient so that the Federal award is used.in accordance with .Federal statutes,.regulations and the,terms and conditions of the Federal award: Re quitements are detailed in the contract with,Suffolk County. ' Additional requirements that the pass-through entity imposes on the subrecipient in order for the pass-through entity to meet its own responsibility to the Federal awarding agency including identification of any required financial and performance reports: Requirements are detailed in the contract with Suffolk County. Close-Out Direction: All vouchers and backup must.be submitted within,30 days of award period. The above information is to the furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.332. 24 of 26 pages Federal Awarding Federal Award Identification Assistance Listing Girantii�g Department: : Number and Title: $uffolk Coun Agency: Number: N/A �' Health and Human IIIC-2 93.045 Office:for the Aging Services Awarding Official:Name County Contract Identify the dollar amount Federal Award Date: and• Number: available under each Federal :` 1/1/23 Contact Infomiation- 23000009018 award and.the Assistance Suffolk County" Listing Number'attime of ": " . ,disbursement:.:. Office:for the Agmg. Title IIIC-2". 100:Veterans-MemorialPeriod Start .: Subawn Midget -Highway Subaward Period of 'Federal Amount and%(this._,.:., and End Date: PO BOX 61.001/1123-12/31123 Hauppauge, NY 11788 Performance Start and Assistance Listing Numr) ; End Date: $196,903_90% , 1/1/23-12/31/23 Federal Amount and%:(other Assistance Listing Number(s)) State Aniount.and%: NIA,; C=ounty Amountand%: . . .' $21,878-10% Subreci ient's Unique F � F Obligatedto subrecipient Name& . .: :. P q Federal Funds Obligated.by Address Entity Identifier: N/A this Action: including a udrbY t obligation:� Fede Sub Town.of Southold $196,903 ng c ren 53095-Main Road. Research& Total Federal Award Committed $275,912 P.O. Box 1179, Development to;Subrecipient by the County: . Southold, NY 11971_- E]Yes ONo $275,912 '0959 NIA Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs): Not to exceed 20% Approved federally recognized indirect cost rate negotiated between the subrecipient and the Federal ' .Government or, if no such rate exists,either a rate negotiated between the.pass-through entity and the subrecipient(in compliance with this part),or"a de minimis.indirect cost'rate:as defined in §200.414 Indirect(F&A) costs, paragraph (f): Not to exceed 20%. Federal Award Project Description: Title IIIC of the Older Americans Act-93.045 Requirements*.imposed by the pass-through entity on.the subrecipient so that the Federal award is used in accordance with , Federal statutes,'regulations and the terms and conditions of the Federal award: Requirements are detailed in the contract with Suffolk.County. Additional requirements that the pass-through entity imposes on the,subrecipient in order for the pass-through entity to meet its own responsibility to the Federal awarding agency including identification of any required financial and performance reports: Requirements are detailed in the contract with Suffolk County. Close-Out Direction: All vouchers and backup must be submitted within 30 days of award period.. The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.332. 25 of 26 pages . G�anting Department:, Federal Awarding Federal Award Identification ; . ��nce Listing Suffolk.;Count Agency: :Number:: NIA Number and Title: Y•.' Health and Human NSIP 93.053 Office.for the Aging . Services Awarding Official:Name': County Contract .Identify the dollar amount Federal Award Date: and Number: available under each Federal 111/23 Contact Information: 23000009018 award and the Assistance:.' Suffolk County Listing Number attime;of Office,for the Aging. disbursement: 100 Veterans Memorial: : NSIP.; Highway, : Subaward Period of federal Amount and%'(this Subaward Budget Period Start PO BOX 6100 and End Date: .Hauppauge,'NY' 11,788, Performance Start and Assistance Listing Number End Date: $26,719=100%: g, : ) 1/1/23-12/31/23 1/1/23-12/31/23 Federal Amount and%(other Assistance Listing Number(s)): $249,191 Sfate Amount.and% NIA County Amount and%:N/A' Subrecipient Name&" Subrecipient's Unique Federal funds Obligated•by Federal Funds Obligated to Address Entity Identifier: N/A this-Action: . subrecipient by County Town of Southold $26,719 including current obligation: '530 5Mdain Road . ' : Research& Total Federal Award Committe $275,912 P.O. Box 1979 Development to�Subrecipient by the County:. Southold, NY 11971-, ❑Yes ONo $275,912. 0959 NIA Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs): NIA Approved federally recognized indirect cost rate negotiated between the subrecipient and the Federal .Government or, if no such rate exists,either a rate negotiated between the pass-through entity and the subrecipient.(in.compliance with this part),or a de,minimis indirect,cost rate,as defined.in §200.414 Indirect(F&A) - costs, paragraph (f): 'NIA Federal Award Project Description: Nutrition Service Incentive Program -93.053 Requirements imposed by the pass-through entity on the subrecipient so that the Federal award is used in.accordance with Federal statutes'.regulations and the terms and conditions of the Federal award: Requirements are detailed in the contract with Suffolk County. Additional requirements that the pass-through entity imposes on the subrecipient in order for the pass-through entity to meet its own responsibility to the Federal awarding agency including identification of any required financial and performance reports: Requirements are detailed in the contract with Suffolk County. Close=Out Direction: All vouchers and backup must be submitted_within 30 days ofaward period. The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.332. .26 of 26 pages