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Home My WebLink AboutOffice for the Aging-Residential Repair County of Suffolk Steve Levy Suffolk County Executive Office for the Aging Holly S. Rhodes-Teague Director July 18, 2006 o The Honorable Scott A. Russell Supervisor Town of Southold 53095 Main Road, PO Box 1179 Southold, New York 11971 JUl 20m IllI'E1MSOll'S OfFICI 10WlI OF SO\lT1IOlD RE: Community Services for the Elderly - Residential Repair IFMS No. SCS EXE 00000000605 Dear Supervisor Russell: The fully executed Agreement referenced above is enclosed for your files. Attached is a copy of All Department Heads Memorandum 30-97 explaining budget modification requirements. Any budget modification not meeting these requirements may be delayed or rejected by the Budget Office. Also enclosed find the Notification of Rights, which must be posted as part of your compliance with Local Law No. 12-2001, the Living Wage Law. If you require any further information, please contact Mary-Valerie Kempinski at 853-8209. Sincerely, cfj{ Leonor Hunter Fiscal Administrator LH:MVK:sl Enc. cc: Karen McLaughlin G'lSLEVlMVKformletterslLlr4Sfullyexec.AOH,NOR. TownCC,doc (631) 853-8200 H. lee Dennison Building. 100 Veterans Memorial Highway. P.O. Box 6100 . Hauppauge, New York 11788-0099 . FAX 853-8225 Over 30 years as the designated Area Agency on Aging providing Services for Older Citizens ; 30-97 OFFICE OF THE COUNTY EXECUTIVE All-DEPARTMENT-HEADS MEMORANDUM DATE: June 10, 1997 CONTRACf AGENCY BUDGET MODIFICATIONS .This memorandum applies to those departments who pay contract agencies from the Operating Budget 4770 or 4980 objects. On August 29, 1995, J\DH 47-95 was issued to resolve problems whicli had developed regarding the procedures and requirements for modifying contract agency budgets. In early 1991, there were again problems with timeliness and the reasons for modifications for certain departrnents involving 1996 contracts. .') Departments who deal with contract agencies have a major responsibility in the processing of contract budget modifications. Therefore, the attached procedures, which take effect with all 1991 contracts should be closely followed. Please distribute these procedures to all of your contract agencies. - If there are any questions regarding this ADH, please contact your departmenfs Budget Examiner. Distribution Department Heads Attachment ~#'~ ERIC A. KOP . Chief Deputy County Executive l\t~~~~ , '.;.' -' . ..,,--~- ." ~. , BUDGET MODIFICATIONS REOUIREMENTS: 1. Non-equipment requests for contract budget modifications must be received at the County Executive's Budl!et Office no later than 45 calendar days prior to the end of the contract fiscal year. Equipment modifications must be received 90 calendar days prior to the end of the contract fiscal year. 2. Under no circumstances can expenditures for which a budget modification is being requested be made prior to the approval of the modification by the Budget Office. 3. An agency will be restricted to three approved modifications per year. 4. Each line item requested to be modified must be fully justified and must be directly related to the intent of the program. " 5. Any transfers to increase salary rates of contract employees, create new positions, or change the title of a position, must be submitted prior to the rate mcrease being given or the position beiI!g filled. The Budget Office will not approve retroactive salmr mcreases. The only exception applies to a retroactive labor agreement between an agency and their " " union bargaiiJ.iiJ.g unit(s). ") 6. Budget modifications cannot increase the dollar amount of the contract. PROCEDURE: 1. Four copies of the proposed budget modification and one copy of the justification, inClUding a letter from the agency requesting the change, should be forwarded to the Budget office with the department's recommendation within fifteen (IS) calendar days of receipt of the request by the department. ." 2. The justification must include the effect of the modification on the program;changes in the available reimbursement to the County, if any, the additional dollar amount whic!J. will be paid to the agency, and the dollar amount of reimbursement to the County, if the modification is approved. /" 3. If the contract is funded under a Federal or State grant, or State reimburseIYlent, the Department Head must advise in the transmittal memo whether State or Federal approval for the modification is required and whether the attached documentation showing the change has been approved by the funding agency. 4. The budget modification format must indicate the line item, the current budget amount, the amount spent year to date, the new amount of the Ime item and the dollar amount of the change. NOTIFICATION OF RIGHTS UNDER THE LIVING WAGE LAW According to the provisions of Local Law #12-2001 (the Living Wage law) enacted by Suffolk County in July of2001, a living wage rate was established. The Living Wage shall be adjusted each year in proportion to the increase of the area Consumer Price Index. The increase in the area Consumer Price Index for 2005 is 3.9%. Effective July 1, 2006, the Living Wage will increase to $10.02 per hour with health benefits and $11.41 per hour without health benefits for covered employees of an agency receiving financial compensation through the County. The law also mandates that full time workers receive at least 12 compensated days off per year through any combination of sick, vacation or personal leave and includes paid holidays provided by the employer. The Suffolk County Department of Labor has been designated as the agency to administer this law and to this end has established a Living Wage Unit. Further information concerning the parameters of the Living Wage law may be obtained by contacting this Unit (631 853-3808) or accessing the Suffolk County web page at www.co.suffolk.nv.us/labor and following the link to the Living Wage section. All inquiries will remain confidential. ~ .;' . . .. Law No. AG006M/0029-11R IFMS No. SCS EXE OOOOOOO~ Rev. 4/6/06 No. 001-6777-4980-95285-&.0$ Community Services for the Elderly - Residential Repair Agreement This Agreement, (Agreement) is between the County of Suffolk (County), a municipal corporation of the State of New York, having its principal office at the County Center, Riverhead, New York 11901, acting through its duly constituted Office for the Aging (Aging), having its principal office at the H. Lee Dennison Building - 3rd Floor, 100 Veterans Memorial Highway, Hauppauge, New York (Mailing address: P.O. Box 6100, Hauppauge, New York 11788-0099), and Town of Southold (Contractor), a New York municipal corporation, having its principal place of business at 53095 Main Road, P.O. Box 1179, Southold, New York 11971. The parties hereto desire to make available to the County a program for residential repairs for senior citizens. Sufficient funding exists in the 2006 Suffolk County Operating Budget. Term of Agreement: Shall be April 1 ,2006 through March 31,2007, with four one-year extensions at the County's option. Units of Service: 1,100 Units of Residential Repair Service Total Cost of Agreement: Shall not exceed $ 20,400. Terms and Conditions: Shall be as set forth in Exhibit A through C attached. In Witness Whereof, the parties hereto have executed this Agreement as of the latest date written below. :~"OfS2if~ Scott A. Russell Supervisor Fed. Taxpayer 10 #: 11-6001939 Date: -)- (/!- oc. County of Suffolk By: ?~y Paul Sabatino" Chief Deputy County Executive Date: (pI'? () I "XJDf- Approved as to Form, Legality: Approved: By: By: Holly S hodes-Teague Director, Office for the Aging 5/2~/{JC Date Recommended: Samantha N. Mc acliin Assistant County Attorney e By: 'rL - ~ s r 2.1(Ocr L~'anne S. J bonsky Date Asst. Senior Citizens Program Coordinator AG 6M (3/06) AG6 CSE Res Rpr Sohld NEW 06 . " Law No. AG006M/0029-11R IFMS No. SCS EXE 0000000_ Rev. 4/6/06 No. 001-6777-4980-95285"_ Community Services for the Elderly - Residential Repair Exhibit A 1. Purpose and Program A. The Contractor shall furnish Aging with one or more programs for senior citizens of Suffolk County (separately or collectively the "Program"), pursuant to (i) the Title of the Federal Older Americans Act (42 U.S.CA S3030e et seq.) indicated on the cover page of this Agreement and the applicable rules and regulations of the Administration on Aging, United States Department of Health and Human Services and/or (ii) the New York State Program indicated on the cover page of this Agreement, in accordance with the provisions contained in this Exhibit A and in the following additional Exhibits, which are attached to and made part of this Agreement. Exhibit A1 Standard Contract Clauses Exhibit A2 Standard Budget Clauses Exhibit B Program Specifications Exhibit B1 Special Clauses (if any) Exhibit C Budget B. The provisions of Exhibit B 1 shall prevail over inconsistent provisions of any other Exhibit, the provisions of this Exhibit A and of Exhibits A 1, A2 and B shall prevail over inconsistent provision of any other Exhibit except B 1, and the provisions of A, A 1, A2 and B1 shall prevail over any other document not specifically referred to in this Agreement or made part thereof by this Exhibit A or by subsequent amendment in writing and signed by both parties except to the extent that provisions of this Exhibit A, Exhibit A 1, A2 or B 1 are specifically referred to and amended or superseded by such amendment. 2. Reports The Contractor shall submit reports as reasonably requested by the County, including without limitation, any reports required by Exhibit B. 3. Limit of County's Obligations The maximum amount to be paid by the County as set forth on the cover page of this Agreement or any amendment thereof shall constitute the full obligation of the County in connection with this Agreement and any matter arising therefrom for the contract year to which such cover page relates. 4. Extension of Term The services of the Contractor under this Agreement shall be subject to review by Aging not less often than annually. If Aging, in its sole discretion, is satisfied with the Contractor's services, Aging shall notify the Contractor in writing on or before the expiration of the term (as the same may have been extended), and the parties shall negotiate an Extension Agreement, which shall take effect for the extension period specified therein, but in no event beyond the limits as set forth on the cover page of the Agreement, upon signature on behalf of the County. Such Extension Agreement shall include the Total Cost of Agreement for the Extension Period and such other modifications of the Agreement as may be agreed upon between the parties. Page 1 of 2 pages of Exhibit A AG6 CSE Res Rpr Sohld NEW 06 . . , Law No. AG006M/0029-11R IFMS No. SCS EXE 0000000_ Rev. 4/6106 No. 001-6777-4980-95285- Community Services for the Elderly - Residential Repair 5. Termination In Case of Bid Request, RFP or RFQ Notwithstanding anything otherwise provided in paragraph 4 above, Aging may elect not to extend the term of this Agreement, or may terminate this Agreement as provided in the paragraph headed "Termination" of Exhibit A 1, if in the County's sole discretion, it issues a request for bids, requests for proposals or request for qualifications for the services described in this Agreement and the Contractor's response thereto does not result in a contract award to the Contractor. 6. Non-Responsible Bidder The Contractor represents and warrants that it has read and is familiar with the provisions of Suffolk County Code 99143-5 through 143-9. Upon signing this Agreement the Contractor certifies that he, she, it, or they have not been convicted of a criminal offense within the last ten (10) years. The term "conviction" shall mean a finding of guilty after a trial or a plea of guilty to an offense covered under the provision of Section 143-5 of the Suffolk County Code under "NON RESPONSIBLE BIDDER." - End of Text of Exhibit A - Page 2 of 2 pages of Exhibit A AG6 CSE Res Rpr Sohld NEW 06 , . TABLE OF CONTENTS Exhibit A1 - Standard Contract Clauses.................................................................................................1 1. Contractor Responsibilities ........................................................................................ 1 (a) Services...................................... .......................................... .......... ........ ........ 1 (b) Qualifications and Licenses ............................................................................ 1 (c) County Review ................................................................................................1 (d) Compliance with Law...................................................................................... 1 2. Governing Law.............................................................................. ..... ........................ 1 3. Term of Agreement.................................................................................................... 1 4. Payment for Services.................................................................................................2 (a) Claims........................................................................................ ......... ............ 2 (b) Final Request for Payment.............................................................................. 2 (c) Payment of Claims.......................................................................................... 2 (d) Taxes............................. ..... ................... .............................. ...... ..................... 2 (e) Agreement Subject to Appropriation of Funds ................................................ 2 (f) Payments Contingent upon State/Federal Funding ........................................ 3 (g) Payments Contingent upon Receipt of State/Federal Aid ............................... 3 (h) Other Governmental Funding.......................................................................... 3 (i) Post-Audit .............................................................. .............. ................ ..... ...... 3 0) Set-Off Rights .................................................................................................3 5. Accounting Procedures....................................................................... ........ ............... 4 6. Financial Statements and Audit Requirements.......................................................... 4 7. Addresses for Notices, Claims and Reports .............................................................. 5 (a) Notices, Relating to Payments, Reports or Other Submissions. ..................... 5 (b) Notices Relating to Insurance .........................................................................6 (c) Notices Relating to Indemnification and Termination ...................................... 6 (d) Notices Relating to Litigation........................................................................... 7 8. Statement of Other Contracts ....................................................................................7 9. Offset of Arrears or Default........................................................................................ 8 10. Confidentiality of Records..........................................................................................8 11. Independent Contractor ............................................................................................. 8 12. Certificate of Incorporation......................................................................................... 8 13. Insurance and Indemnification ...................................................................................8 14. Incident Reporting................... ......................................................... ........... ............. 10 15. Nondiscrimination in Employment............................................................................ 10 16. Nondiscrimination in Services.................................................................................. 11 AG A 1 (2/06) a9a1 (standard clauses) rev 2-1-06 rev again , , . 17. Nonsectarian/Nonpartisan Declaration .................................................................... 11 18. Suffolk County Living Wage Law............................................................................. 12 19. Child Sexual Abuse Reporting Policy...................................................................... 12 20. Certification........................................................................................ ....... ............... 12 21. Civil Actions ............................................................................................................. 12 22. Prohibition Against Contracting with Corporations that Reincorporate Overseas............. 12 23. Local Law No. 26-2003 ............................................................................................ 12 24. Gratuities................................................................................ ........... ....... ............... 13 25. Public Disclosure ..................................................................................................... 13 26. Work Experience Participation................................................................................. 13 27. Publications, Copyrights and Patents ...................................................................... 13 28. Qualifications of Personnel...................................................................................... 14 29. Certification Regarding Lobbying............................................................................. 14 30. Cooperation On Claims ........................................................................................... 14 31. Assignment And Subcontracting.............................................................................. 14 32. Termination....................................................................................... ............... ........ 15 33. Force Majeure............................................................... ........................................... 15 34. Severability; No Implied Waiver ............................................................................... 15 35. Merger; No Oral Changes........................................................................................ 15 AG A 1 (2/06) a9a1 (standard clauses) rev 2-1.06 rev again . . . Exhibit A1 - Standard Contract Clauses 1. Contractor Responsibilities (a) Services The Contractor shall perform such services as may be necessary to accomplish the work required to be performed under and in accordance with this Agreement, as more particularly pro- vided in Exhibits A and B, in a skillful manner and to the best of its ability. (b) Qualifications and Licenses The Contractor specifically represents and warrants that it has and shall possess, and that, to the extent applicable, its employees, agents and subcontractors have and shall possess, the required education, knowledge, experience and character necessary to qualify them individu- ally for the particular duties they perform and that the Contractor has and shall have, and, to the extent applicable, its employees, agents and subcontractors have and shall have, all required au- thorization(s), registration(s), Iicense(s), certificate(s) or permit(s) required by State, County or local authorities for the Services (hereinafter called "License"). The Contractor shall immediately notify Aging in writing of any disciplinary proceedings against the holder of any License by the New York State Department of Education or the New York State Department of Health or other issuer of a License. In the event that the Contractor or such other holder of a License is no longer licensed for anyone or more of the Services, the Contractor must immediately so notify Aging. It is understood that the Contractor shall not be reimbursed for any Services rendered after the ef- fective date of termination of such License. The remainder of this Agreement, or its application to persons or circumstances other than those as to which said License has been terminated, shall not be affected thereby, and every other term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. (c) County Review It is agreed that the nature and extent of the services provided pursuant to this Agreement shall be subject to the general supervision of AGING and that Aging, through its duly authorized representatives, has the right to monitor and evaluate the program. Aging shall be the sole arbiter as to what constitutes acceptable performance under this Agreement. (d) Compliance with Law The Contractor shall comply with all applicable local, County, State and Federal laws, rules and regulations, including without limitation the rules and regulations of the New York State Office for the Aging, Suffolk County local preference and other applicable Suffolk County local laws and resolutions of the Suffolk County Legislature and the rules, regulations, criteria, and guidelines for expenditure controls heretofore adopted or to be adopted by the County, New York State and the Federal government pursuant to law. 2. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws. Venues shall be designated in Suffolk County, New York or the United States District Court for the Eastern District of New York. 3. Term of Agreement This Agreement shall cover the period provided on the first page thereof, unless sooner terminated as otherwise provided in this Agreement. AG A 1 (2/06) Page 1 of 15 pages of Exhibit A 1 aga1 (standard clauses) rev 2-1-06 rev again . . 4. Payment for Services (a) Claims (i) The Contractor shall prepare and present claim forms supplied by the County (standard Suffolk County Payment Voucher and any other form(s) required by Aging or the Department of Audit and Control) within eight (8) days after the close of the month in which the expenditure was made, except the claim for the last month of the initial Term of Agreement and of each suc- ceeding Extension Period, if any, for which the claim shall be submitted as provided in paragraph B below. (ii) All claim forms must be signed in ink by duly authorized persons, and certifica- tion of such authorization with certified specimen signatures thereon must be filed with Aging by a Contractor official empowered to sign this Agreement. (iii) Monthly vouchers shall be submitted directly to the Suffolk County Office for the Aging at H. Lee Dennison Building, 100 Veterans Memorial Highway, P. O. Box 6100, Hauppauge, New York 11788-0099. (iv) No claims shall be payable until the Contractor complies with all require- ments in this Agreement that should have been complied with on or before submission of such claims and also submits evaluative and such other data in the manner and form as shall be required and accepted by Aging, the County, State or Federal Government. (v) The amount of the Total Cost of the Agreement to be paid by the County as set forth on the cover page of this Agreement or of any extension or amend- ment thereof shall constitute the full obligation of the County in connection with this Agreement for the period there indicated. (b) Final Request for Payment A final claim for payment shall be submitted no later than thirty (30) days after the end of the initial Term of Agreement and of each succeeding Extension Period, if any, unless otherwise directed by Aging. (c) Payment of Claims The County agrees to pay the Contractor monthly for services provided and costs in- curred pursuant to this Agreement up to the maximum agreed amount as provided in paragraph 3(a)(5) above, upon receipt of monthly claims in such form as prescribed by the County and after audit and approval by the County. Claims shall be documented by sufficient, competent and evi- dential matter. Payment by the County shall be made within thirty (30) days after approval by the Comptroller of the County of Suffolk. (d) Taxes The charges payable to the Contractor under this Agreement are exclusive of federal, state and local taxes, the County being a municipality exempt from the payment of such taxes. (e) Agreement Subject to Appropriation of Funds This Agreement is subject to the amount of funds appropriated and any subsequent modifi- cations thereof by the Suffolk County Legislature, and no liability shall be incurred by the County under this Agreement beyond the amount of funds appropriated by the Legislature for the program covered by this Agreement. AG A 1 (2/06) Page 2 of 15 pages of Exhibit A 1 aga1 (standard clauses) rev 2-1-06 rev again . , (f) Payments Contingent upon State/Federal Funding Payments under this Agreement are subject to and contingent upon continued funding by the State and/or Federal Government(s). If, for any reason, the full amount of such funding is not made available to the County, this Agreement may be terminated in whole or in part, or the amount payable to the Contractor may be reduced, at the discretion of Aging, provided that any such termination or reduction shall not apply to allowable costs incurred by the Contractor prior to such termination or reduction to the extent that funds are available to Aging for payment of such costs. (g) Payments Contingent upon Receipt of State/Federal Aid If any State or Federal government department or agency funding this Agreement in whole or in part should fail to approve aid in reimbursement to the County for payments made here- under by the County to the Contractor for expenditures made during the term of this Agreement because of any act, omission or negligence on the part of the Contractor, then the County may deduct and withhold from any payment due to the Contractor an amount equal to the reimburse- ment denied by such department or agency, and the County's obligation shall be reduced by any 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 Contractor, the Contractor agrees promptly to reimburse the County the amount of the balance due the County by check to the order of the Suffolk County Treasurer. The provisions of this subparagraph shall survive the expiration or termination of the Agreement. (h) Other Governmental Funding If the program of the Contractor which is the subject of this Agreement is funded in whole or in part by contracts with other governmental agencies, it is agreed that the funds of the County under this Agreement shall be refunded to the County to the extent that the local funding from all such sources exceeds the total expenditures of the Contractor for the program. (i) Post-Audit All payments made under this Agreement are subject to audit by the Suffolk County Comp- troller pursuant to Article V of the Suffolk County Charter. The Contractor further agrees that the County Comptroller and Aging shall have access to and the right to examine, audit, excerpt, copy or transcribe any pertinent transactions or other records relating to services under this Agreement. If such an audit discloses overpayments by the County to the Contractor, within thirty (30) days after the issuance of an official audit report by the Comptroller or his duly designated representatives, the Contractor shall repay the amount of such overpayment by check to the order of the Suffolk County Treasurer or shall submit a proposed plan of repayment to the Comptroller. If there is no response or if satisfactory repayments are not made, the County may recoup overpayments from any amounts due or becoming due to the Contractor from the County under this Agreement or otherwise. 0) Set-Off Rights The County shall have all of its common law, equitable, and statutory rights of set-off. These rights shall include, but not be limited to, the County's option to withhold, for the purposes of set-off, any moneys due to the Contractor under this contract up to any amounts due and owing to the County with regard to this contract and/or any other contract with any County department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the County for any other reason including, without limitation, tax delin- quencies, fee delinquencies or monetary penalties relative thereto. The County shall exercise its set-off rights in accordance with normal County practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the County agency, its representatives, or the County Comptroller, and only after legal consultation with the County Attorney. AG A 1 (2/06) Page 3 of 15 pages of Exhibit A1 aga1 (standard clauses) rev 2-1-06 rev again . . 5. Accounting Procedures (a) The Contractor shall maintain separate records of account concerning all costs in- curred by the Contractor in the performance of this Agreement and all income relating to the pro- gram funded under this Agreement and consents to audit and inspection by the County, New York State and the Federal Government of all facilities, books and other financial and statistical data, whether related to this Agreement or otherwise (in the case of towns or other municipal cor- porations, only as they relate to this Agreement). Such records shall be maintained for a period of seven (7) years from the date of termination or expiration of this Agreement. Specific records shall be kept as to the hours of all personnel. (b) The Contractor shall comply, for the program funded under this Agreement, with the "Regulations for Accounting Procedures for Contract Agencies," promulgated by the Department of Audit and Control of Suffolk County, and any amendments during the Term of this Agreement. 6. Financial Statements and Audit Requirements (a) Notwithstanding any other reporting or certification requirements of Federal, State or local authorities, the Contractor shall obtain the services of an independent licensed public ac- countant or certified public accountant (the "Auditor") to audit its financial statements for each Contractor fiscal year in which the Contractor has received, or will receive, $300,000 or more from the County, whether under this Agreement or otherwise, and shall submit a report on the overall financial condition and operations of the Contractor, including a balance sheet and state- ment of income and expenses, attested by the Auditor as fairly and accurately reflecting the ac- counting records of the Contractor in accordance with generally accepted accounting principles. The Contractor is encouraged to solicit requests for proposals (RFPs) from a number of qualified accounting firms and to review carefully the costs of, and qualifications for, this type of work be- fore selecting the Auditor. (b) The Auditor should be required to meet the following minimum requirements: (i) a current license issued by the New York State Education Department; (ii) sufficient auditing experience in the nonprofit, governmental or profit-making areas, as applicable; and (iii) a satisfactory peer review issued within not more than three years prior to the date when the Auditor was selected to conduct the audit. (c) The audit must be conducted in accordance with generally accepted governmental auditing standards (GAGAS). Financial statements must clearly differentiate between County-funded programs and other programs that the Contractor may be operating. The use of subsidiary schedules should be encouraged for this purpose. The Auditor must also prepare a management letter based on the audit. (d) Furthermore, if the Contractor is a non-profit organization or unit of local govern- ment and expends $500,000 or more of Federal monies, whether as a recipient expending awards received directly from Federal awarding agencies, or as a subrecipient expending Federal awards received from a pass-through entity, such as New York State or Suffolk County, during any fiscal period within which it receives funding under this Agreement ("fiscal year"), the audit must be con- ducted, and the audit report ("Single Audit Report") must be, in accordance with OMS Circular No. A-133 (revised June 27,2003). Single Audit Reports must also be submitted to the designated clearinghouse, cognizant agency and/or pass-through entity, to the extent required by the OMS Circular just referred to. AG A 1 (2/06) Page 4 of 15 pages of Exhibit A 1 aga1 (standard clauses) rev 2-1-06 rev again . . (e) The Contractor must submit a statement in writing, certified by its chief financial officer, which states the amount of Federal funding expended by the Contractor during such fiscal year. The Contractor must mail or deliver the certified statement to Aging and to the Executive Director of Auditing Services, Suffolk County Department of Audit and Control, H. Lee Dennison Building, 100 Veterans Memorial Highway, P. O. Box 6100, Hauppauge, New York 11788-0099, as soon as possible after the end of the Contractor's fiscal year. The statement should include ALL Federal funding received directly from the Federal government and ALL Federal funds passed through from the County and other pass-through entities (f) Copies of all financial statements, management letters, Single Audit Reports (if ap- plicable) and other audit reports, if required, must be transmitted to Aging and to the Executive Director of Auditing Services at the address just set forth. The reports must be submitted within thirty (30) days after completion of the audit, but in no event later than nine (9) months after the end of the Contractor's fiscal period to which the audit relates. (g) These requirements do not preclude Aging or the Suffolk County Comptroller or their authorized representatives or Federal or State auditors from auditing the records of the Con- tractor. Therefore, the records of the Contractor must be made available to authorized represen- tatives of Federal, State or County government for that purpose. (h) All payments made under this Agreement are subject to audit by the Suffolk County Comptroller pursuant to Article V of the Suffolk County Charter. If the Contractor fails to cooper- ate with an audit by the Comptroller, the County shall have the right to suspend or partially with- hold payments under this Agreement or under any other agreement between the parties until such cooperation is forthcoming. If such an audit discloses overpayments by the County to the Con- tractor, within thirty (30) days after the issuance of an official audit report by the Comptroller or his duly designated representatives, the Contractor shall repay the amount of such overpayment by check to the order of the Suffolk County Treasurer or shall submit a proposed plan of repayment to the Comptroller. If there is no response or if satisfactory repayments are not made, the County may recoup overpayments from any amounts due or becoming due to the Contractor from the County under this Agreement or otherwise. (i) The provisions of the foregoing subparagraphs (a) through (h) shall survive the expi- ration or termination of the Agreement. 7. Addresses for Notices, Claims and Reports (a) Notices, Relating to Payments, Reports or Other Submissions. Any communication, notice, claim for payment, report, or other submission neces- sary or required to be made by the parties regarding this Agreement shall be in writing and shall be given to the County or the Contractor or their designated representative at the fol- lowing addresses or at such other address that may be specified in writing by the parties and must be delivered as follows: For Aqinq: By Registered or Certified Mail in Postpaid Envelope or by Nationally Recognized Courier Service Holly S. Rhodes-Teague, Director Suffolk County Office for the Aging H. Lee Dennison Building 100 Veterans Memorial Highway P.O. Box 6100 Hauppauge, New York 11788-0099 AG A 1 (2/06) Page 5 of 15 pages of Exhibit A 1 a9a1 (standard clauses) rev 2-1-06 rev again , . and For the Contractor: By Registered or Certified Mail in Postpaid Envelope or by Nationally Recognized Courier Service At the address set forth on page one of this Agreement, attention of the person who executed this Agreement or such other designee as the parties may agree in writing. (b) Notices Relating to Insurance Any communication, notice or other submission regarding insurance requirements under this Agreement shall be in writing and shall be given to the County or the Contractor or their designated representative at the following addresses or at such other addresses that may be specified in writing by the parties and must be delivered as follows: For AQinQ: By Registered or Certified Mail in Postpaid Envelope or by Nationally Recognized Courier Service Holly S. Rhodes-Teague, Director Suffolk County Office for the Aging H. Lee Dennison Building 100 Veterans Memorial Highway P.O. Box 6100 Hauppauge, New York 11788-0099 and Christine Malafi, County Attorney Suffolk County Department of Law H. Lee Dennison Building 100 Veterans Memorial Highway P.O. Box 6100 Hauppauge, New York 11788-0099 and For the Contractor: By Registered or Certified Mail in Postpaid Envelope or by Nationally Recognized Courier Service At the address set forth on page one of this Agreement, attention of the person who executed this Agreement or such other designee as the parties may agree in writing. (c) Notices Relating to Indemnification and Termination Any communication or notice regarding indemnification or termination shall be in writing and shall be given to the County or the Contractor or their designated representative at the following addresses or at such other addresses that may be specified in writing by the parties and must be delivered as follows: For the County: By Registered or Certified Mail in Postpaid Envelope or by Nationally Recognized Courier Service AG A 1 (2/06) Page 6 of 15 pages of Exhibit A 1 a9a1 (standard clauses) rev 2-1-06 rev again Holly S. Rhodes-Teague, Director Suffolk County Office for the Aging H. Lee Dennison Building 100 Veterans Memorial Highway P.O. Box 6100 Hauppauge, New York 11788-0099 and Christine Malafi, County Attorney Suffolk County Department of Law H. Lee Dennison Building 100 Veterans Memorial Highway P.O. Box 6100 Hauppauge, New York 11788-0099 and For the Contractor: By Registered or Certified Mail in Postpaid Envelope or by Nationally Recognized Courier Service At the address set forth on page one of this Agreement, attention of the person who executed this Agreement or such other designee as the parties may agree in writing. Notices sent under paragraphs a, b, and, c above shall be deemed to have been duly given (i) if mailed by registered or certified mail, upon the seventh business day after the mailing thereof; or (H) if by nationally recognized overnight courier service, upon the first business day subsequent to the transmittal thereof. Each party shall give prompt written notice to the other party of the appointment of succes- sor(s) to the designated contact person(s) or his or her designated successor(s). (d) Notices Relating to Litigation i. Any notice by either party to the other with respect to the commencement of any lawsuit or legal proceeding against the other, shall be effected pursuant to and governed by the New York State Civil Practice Law and Rules or the Federal Rules of Civil Procedure, as applicable. ii. In the event the Contractor receives a notice or claim or becomes a party (plaintiff, petitioner, defendant, respondent, third party complainant, third party de- fendant) to a lawsuit or any legal proceeding related to this Agreement, the Contrac- tor shall immediately forward to the County Attorney, at the addresses set forth in sub-paragraph b above, copies of all papers filed by or against the Contractor. No- tices shall be as provided in paragraph (c) above. 8. Statement of Other Contracts The Contractor has attached, and in the event of any change, will attach to any extension agreemenVamendment of this Agreement, a Statement of Other Contracts in the form annexed to this Agreement. The Contractor represents and warrants that any such Statement of Other Contracts is and will be a complete list of all other contracts (i) which are currently in effect or (ii) which have ex- pired within the past 12 months and have not been renewed, and under which funds have been, are being or will be received by the Contractor from any department or agency of the County, the United States of America, the State of New York or other municipalities or funding organizations. AG A 1 (2/06) Page 7 of 15 pages of Exhibit A 1 aga1 (standard clauses) rev 2-1-06 rev again . . 9. Offset of Arrears or Default The Contractor warrants that it is not, and shall not be during the term of this Agreement, in arrears to the County for taxes or upon debt or contract and is not, and shall not be during the term of this Agreement, in default as surety, contractor or otherwise on any obligation to the County, and the Contractor agrees that the County may withhold the amount of any such ar- rearage or default from amounts payable to the Contractor under this Agreement. 10. Confidentiality of Records (a) The Contractor expressly agrees to preserve the confidentiality of all data and in- formation shared, received, collected, or obtained as a result of this Agreement. No disclosure, redisclosure or release of such data or information is to be made, permitted, or encouraged by the Contractor or its officers or employees, except as expressly authorized by law. It is further under- stood and agreed that no such data or information is to be used for personal benefit. The Con- tractor further agrees that its employees shall be specifically instructed in regard to their obliga- tion to keep such data and information in confidence and their liability upon breach of confidential- ity to all the penalties prescribed by law. (b) The Contractor further agrees to implement such procedures for safeguarding in- formation as the Department shall require. The Contractor further agrees to indemnify and hold the County and Aging harmless against any loss, damage, cost or expense arising out of any suit, claim or demand which may be brought or made against the County or Aging by reason of a breach of these provisions. (c) In addition, the Contractor agrees to maintain the confidentiality of all information in conformity with the provisions of applicable local, State and Federal laws and regulations. 11. Independent Contractor The relationship of the Contractor to the County shall be that of an independent contrac- tor. The Contractor, in accordance with its status as an independent contractor, covenants and agrees that neither the Contractor nor any of its officers, directors or employees will hold itself or themselves out as, or claim to be, an officer or employee of the County by reason of this Agree- ment, and that neither it nor any of them will, by reason thereof, make any claim, demand or appli- cation to or for any right or privilege applicable to an officer or employee of the County, including, but not limited to, Workers' Compensation coverage, unemployment insurance benefits, Social Security coverage, or retirement membership or credits. 12. Certificate of Incorporation The Contractor (if not a town or other municipal corporation) shall furnish Aging with certi- fied copies of its Certificate of Incorporation and by-laws, including any amendments thereto, at the time it signs this Agreement, to the extent not already on file with Aging, and any amend- ments thereto during the term of this Agreement promptly upon their adoption, and a list of the board members governing the Contractor from time to time. The Contractor shall not dissolve any existing corporation or establish any new corporation with the responsibility for the operation of the program without the prior written approval of Aging. 13. Insurance and Indemnification (a) The Contractor agrees to procure, pay the entire premium for and maintain through- out the term of this Agreement, insurance in amounts and types specified by the County. The Contractor agrees to require that all of its subcontractors, in connection with work performed for the Contractor related to this Agreement, procure, pay the entire premium for and maintain AG A 1 (2/06) Page 8 of 15 pages of Exhibit A 1 a9a1 (standard clauses) rev 2-1-06 rev again . . throughout the term of this Agreement insurance in amounts and types equal to that specified by the County for the Contractor. Unless otherwise specified by the County and agreed to by the Contractor, in writing, such insurance will be as follows: i. COMMERCIAL GENERAL LIABILITY insurance, including contractual liability coverage, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence for bodily injury and Two Million Dollars ($2,000,000.00) per oc- currence for property damage. ii. AUTOMOBILE LIABILITY insurance (if any vehicles are used by the Contrac- tor in the performance of this Agreement) in an amount not less than Five Hundred Thousand Dollars ($500,000.00) per person, per accident, for bodily injury and not less than One Hundred Thousand ($100,000.00) for property damage per occurrence. iii. WORKER'S COMPENSATION and EMPLOYER'S LIABILITY insurance in compliance with all applicable New York State laws and regulations and DIS- ABILITY BENEFITS insurance, if required by law. Contractor shall furnish to the County, prior to its execution of this Agreement, the documentation re- quired by the State of New York Workers' Compensation Board of coverage or exemption from coverage pursuant to 9957 and 220 of the Workers' Com- pensation Law. In accordance with General Municipal Law 9108, this Agree- ment shall be void and of no effect unless the Contractor shall provide and maintain coverage during the term of this Agreement for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law. iv. PROFESSIONAL LIABILITY insurance in an amount not less than Two Million Dol- lars ($2,000,000.00) on either a per occurrence or claims made coverage basis. (b) All policies providing such coverage shall be issued by insurance companies with an A.M. Best rating of A- or better. (c) The Contractor shall furnish to the County Declaration Pages for each such policy of insurance and upon request, a true and certified original copy of each such policy, evidencing compliance with the aforesaid insurance requirements. In the case of commercial general liability insurance, the County of Suffolk shall be named as an additional insured and the Contractor shall furnish a Declaration Page and endorsement page evidencing the County's status as an additional insured on said policy. (d) All such Declaration Pages, certificates and other evidence of insurance shall pro- vide for the County of Suffolk to be notified in writing thirty (30) days prior to any cancellation, non- renewal or material change in said policies. Such Declaration Pages, certificates, policies and other evidence of insurance and notices shall be mailed to the Department at its address set forth in the paragraph entitled "Notices and Contact Persons" or at such other address of which the County shall have given the Contractor notice in writing. (e) In the event the Contractor shall fail to provide the Declaration Pages or certificates of insurance or to maintain any insurance required by this Agreement, the County may, but shall not be required to, obtain such policies and deduct the cost thereof from payments due to the Contractor under this Agreement or any other agreement between the County and the Contractor. (f) If the Contractor is a town or other municipal corporation and has a self-insurance program under which it acts as a self-insurer for any of such required coverage, it may provide AG A 1 (2/06) Page 9 of 15 pages of Exhibit A 1 a9a1 (standard clauses) rev 2-1-06 rev again self-funded coverage and certificates or other evidence of such self-insurance in lieu of insurance issued by insurance companies. (g) The Contractor agrees that it shall protect, indemnify and hold harmless the County and its officers, officials, employees, contractors, agents and other persons from and against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, costs, ex- penses, suits or actions and reasonable attorney's fees, arising out of the acts or omissions or the negligence of the Contractor in connections with the services described or referred to in this Agreement. The Contractor shall defend the County and its officers, officials, employees, contrac- tors, agents and other persons in any suit, including appeals, or at the County's option, pay rea- sonable attorney's fees for defense of any such suit arising out of the acts or omissions or negli- gence of the Contractor, its officers, officials, employees, subcontractors or agents, if any, in con- nection with the services described or referred to in this Agreement. 14. Incident Reporting The C-ontractor agrees to provide Aging with reports of all instances of claims, costs, dam- ages, and injuries to persons or property of whatsoever kind arising out of services provided under this Agreement. All such notifications should be given to Aging immediately after the incident, if pos- sible, but in no case longer than five (5) days after the incident. The Contractor further agrees to send Aging copies of all "notices of claim" relating to the program covered in this Agreement. 15. Nondiscrimination in Employment (a) The Contractor agrees in connection with the performance of this Agreement as follows: (i) The Contractor shall not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, sexual prefer- ence, age, disability, military status or marital status, and will undertake or continue existing programs of affirmative action to ensure that women and minority group members are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job as- signment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of payor other forms of compensation. (ii) The Contractor shall require each employment agency, labor union or au- thorized representative of workers, with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, sexual preference, age, dis- ability, military status or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractors obligations herein. (iii) The Contractor shall state, in all solicitations or advertisements for employ- ees, that, in the performance of this Agreement, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, sexual preference, age, disability, mili- tary status or marital status. AG A 1 (2/06) Page 10 of 15 pages of Exhibit A 1 39a1 (standard clauses) rev 2-1-06 rev again , . 16. Nondiscrimination in Services (a) Furthermore, the Contractor, in providing services under this Agreement, shall not, on the grounds of race, creed, color, national origin, sex, sexual preference, age, disability or marital status: (i) Deny an individual any services or other benefits provided under the program: (ii) Provide any services or other benefits to an individual which are different, or are provided in a different manner, from those provided to others under the program; (iii) Subject an individual to segregation or separate treatment in any matter related to hislher receipt of any services or other benefits provided under the program; (iv) Restrict an individual in any way in the enjoyment of any advantage or privi- lege enjoyed by others receiving any services or other benefits provided un- der the program; (v) Treat an individual differently from others in determining whether or not the individual satisfies any eligibility or other requirements or conditions which in- dividuals must meet in order to receive any aid, care, services, or other bene- fits provided under the program. (b) The Contractor shall not utilize criteria or methods of administration which have the ef- fect of subjecting individuals to discrimination because of their race, creed, national origin, sex, sexual preference, age, disability or marital status or have the effect of defeating or substantially impairing accomplishment of the objectives of the program in respect to individuals of a particular race, creed, national origin, sex, sexual preference, age, disability or marital status, in determining: (i) The types of services or other benefits to be provided under the program, or (ii) The class of individuals to whom, or the situations in which, such services or other benefits will be provided under the program, or (iii) The class of individuals to be afforded an opportunity to participate in the program. (c) The Contractor also agrees to observe all applicable Federal Regulations contained in 45 CFR, Part 84 and Part 85 entitled "Non-Discrimination on the Basis of Handicap in Program Activities Receiving or Benefiting from Federal Financial Assistance." (d) The Contractor agrees to comply with the requirements of the Civil Rights Act of 1964. (e) In addition (unless otherwise indicated, or not applicable to the Program described, in Exhibit B), pursuant to 9 306(a)(5)(A)(ii) of the Older Americans Act, as added by P. L. 100-175, 42 U.S.CA S 3026(a)(5)(A)(ii), the Contractor shall (i) specify how the Contractor intends to satisfy the service needs of low-income minority individuals in the area served by the Contractor; and (ii) attempt to provide services to low-income minority individuals in at least the same proportion as the population of low-income minority older individuals bears to the population of older individuals of the area served by the Contractor. 17. Nonsectarian/Nonpartisan Declaration The Contractor agrees that all services performed under this Agreement are secular and nonpartisan in nature and that no funds received pursuant to this Agreement will be used for sec- tarian purposes or to further the advancement of any religion, candidate or partisan effort. Fur- thermore, the Contractor agrees that all program services are and will be available to all eligible individuals regardless of religious belief or political affiliation. AG A 1 (2/06) Page 11 of 15 pages of Exhibit A 1 aga1 (standard clauses) rev 2-1-06 rev again . . 18. Suffolk County Living Wage Law The Contractor represents and warrants that it has read and is familiar with the requirements of Section 6 of Chapter 347 of the Suffolk County Code, the Living Wage Law. 19. Child Sexual Abuse Reporting Policy The Contractor has read and agrees to comply with Chapter 577, Article IV, of the Suffolk County Code, entitled "Child Sexual Abuse Reporting Policy" as now in effect or amended hereafter or of any other Suffolk County Local Law that may become applicable during the term of this Agreement with regard to child sexual abuse reporting policy. Suffolk County Local Laws, Rules and Regulations can be found on the Suffolk County web site at www.co.suffolk.nv.us Click on "Laws of Suffolk County" under "Suffolk County Links". 20. Certification The parties to this Agreement hereby certify that, other than the funds provided in this Agreern~nt ~nd ()th_er\laILd_~gr~~l}1ent~wi!11 Jbe CQunty, th~r!'lJ~ no knOWM~gtionsbiJLwithjn the third degree of consanguinity, life partner or business, commercial, economic, or financial relation- ship between the parties, the signatories to this Agreement, and any partners, members, directors, or shareholders of five percent (5%) (or more) of any party to this Agreement. 21. Civil Actions The Contractor represents that it shall not use any of the moneys received under this Agreement, either directly or indirectly, in connection with the prosecution of any civil action against the County of Suffolk or any of its programs, funded by the County, in part or in whole, in any jurisdiction or any judicial or administrative forum. 22. Prohibition Against Contracting with Corporations that Reincorporate Overseas The Contractor represents that it is in compliance with Suffolk County Local Law No. 20- 2004, entitled" A Local Law To Amend Local Law No. 5-1993, To Prohibit The County of Suffolk From Contracting With Corporations That Reincorporate Overseas." Such law provides that no contract for consulting services or goods and services shall be awarded by the County to a busi- ness previously incorporated within the U.S.A. that has reincorporated outside the U.S.A. 23. Local Law No. 26-2003 This Agreement may be subject to Local Law No. 26-2003 of Suffolk County concerning Union Organizing Activities. The Contractor represents and warrants that it has read and is familiar with the requirements of Article 1, Chapter 466 of the Suffolk County Local Laws, "Use of County Re- sources to Interfere with Collective Bargaining Activities". County Contractors (as defined) shall comply with all requirements of Local Law No. 26-2003 including the following prohibitions: (a) The Contractor shall not use County funds to assist, promote, or deter union orga- nizing. (b) No County funds shall be used to reimburse the Contractor for any costs incurred to assist, promote, or deter union organizing. (c) The County of Suffolk shall not use County funds to assist, promote, or deter union organizing. (d) No employer shall use County property to hold a meeting with employees or super- visors if the purpose of such meeting is to assist, promote, or deter union organizing. AG A 1 (2/06) Page 12 of 15 pages of Exhibit A 1 a9a1 (standard clauses) rev 2~1.06 rev again If Contractor services are performed on County property the Contractor must adopt a reasonable access agreement, a neutrality agreement, fair communication agreement, nonintimidation agreement and a majority authorization card agreement. If Contractor services are for the provision of human services and such services are not to be performed on County property, the Contractor must adopt, at the least, a neutrality agreement. Under the provisions of Local Law No. 26-2003, the County shall have the authority, under appropriate circumstances, to terminate this Agreement and to seek other remedies as set forth therein, for violations of this Law. 24. Gratuities - The Contractor- represents and warrants that it has not offered or given any gratuity to any official, employee or agent of Suffolk County or New York State or of any political party, with the purpose or intent of securing an agreement or securing favorable treatment with respect to the awarding or amending of an agreement or the making of any determinations with respect to the performance of any agreement, and that the signer of this Agreement has read and is familiar with the provisions of Chapter 386 of the Suffolk County Code (Suffolk County Local Law No. 32- 1980). Suffolk County Local Laws, Rules and Regulations can be found on the Suffolk County web site at www.co.suffolk.nv.us Click on "Laws of Suffolk County" under "Suffolk County Links". 25. Public Disclosure The Contractor represents and warrants that it has filed with the Comptroller of Suffolk County the verified public disclosure statement required by Suffolk County Administrative Code Section A5-7 and shall file an update of such statement with the said Comptroller on or before the 31 st day of January in each year of this Agreement's duration. The Contractor acknowledges that such filing is a material, contractual and statutory duty and that the failure to file such statement shall constitute a material breach of this Agreement, for which the County shall be entitled, upon a determination that such breach has occurred, to damages, in addition to all other legal remedies, of fifteen percent (15%) of the amount of the Agreement. (Such filing is not required if the Contrac- tor is a not-for-profit corporation.) 26. Work Experience Participation If the Contractor is a nonprofit agency or institution, each of the Contractor's locations in Suffolk County at which services are provided under this Agreement shall be a work site for pub- lic-assistance clients of Suffolk County pursuant to Local Law No. 15-1993 at all times during the term of this Agreement. If no Memorandum of Understanding ("MOU") with the Suffolk County Department of Labor for work experience is in effect at the beginning of the term of this Agree- ment, the Contractor, if it is a nonprofit agency or institution, shall enter into such MOU as soon as possible after the execution of this Agreement and failure to enter into or to perform in accor- dance with such MOU shall be deemed to be a failure to perform in accordance with this Agree- ment, for which the Contractor may withhold payment, terminate this Agreement or exercise such other remedies as may be appropriate in the circumstances. 27. Publications, Copyrights and Patents (a) The Contractor shall not issue or publish any book, article, announcement, report or other publication relating to the subject program without prior written permission from the County. AG A 1 (2/06) Page 13 of 15 pages of Exhibit A 1 a9a1 (standard clauses) rev 2-1-06 rev again Any such publication shall bear a statement acknowledging the cooperation and/or funding by the County of Suffolk - Steve Levy, County Executive. (b) If the work of the Contractor under this Agreement should result in the production of original books, manuals, films or other materials for which a copyright may be granted, the Con- tractor may secure copyright protection. However, the County reserves, and the Contractor hereby gives to the County, and to any other municipality or government agency or body desig- nated by the County, a royalty-free, nonexclusive license to produce, reproduce, publish, trans- late or otherwise use any such materials. (c) If the Contractor under this Agreement makes any discovery or invention in the course of or as a result of work performed under this Agreement, the Contractor may apply for and secure for itself patent protection. However, the County reserves, and the Contractor hereby gives to the County, and to any other municipality or government agency or body designated by the County, a roy- alty-free, nonexclusive license to produce or otherwise use any item so discovered or patented. 28. .. QualifjcationsoffJe.rsonneL The Contractor agrees that it will provide the County with relevant policies regarding the personnel qualifications for professional employees and that these policies shall be subject to ap- proval by Aging. 29. Certification Regarding Lobbying Together with this Agreement and as a condition precedent to its execution by the County, the Contractor shall have executed and delivered to Aging the Certification Regarding Lobbying (if payment under this Agreement may exceed $100,000 - SEE FORM ATTACHED) required by 31 U.S.C. Section 1352 and regulations thereunder, shall promptly advise the County of any ma- terial change in any of the information reported on such Certification and shall otherwise comply with, and shall assist the County in complying with, said regulations as now in effect or as amended during the Term of this Agreement. 30. Cooperation On Claims The Contractor agrees to render diligently to the County any and all cooperation, without additional compensation, that may be required to defend the County against any claims, demand, or action that may be brought against the County in connection with this Agreement. 31. Assignment And Subcontracting (a) The Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of this Agreement, or any of its right, title or interest therein, or its power to execute this Agreement, or assign all or any portion of the monies that may be due or become due thereunder, to any other person or corporation, without the prior consent in writing of the County, and any attempt to do any of the foregoing without such consent shall be of no effect. (b) The Contractor shall not enter into subcontracts for any of the work contemplated un- der this Agreement without obtaining prior written approval of Aging. Such subcontracts shall be sub- ject to all of the provisions of this Agreement and to such other conditions and provisions as Aging may deem necessary; provided, however, that notwithstanding the foregoing, unless otherwise pro- vided in this Agreement, such prior written approval shall not be required for the purchase of articles, supplies, equipment and services which are incidental to, but necessary for, the performance of the work required under this Agreement. No approval by Aging of any subcontract shall provide for the incurrence of any obligation by the County in addition to the total agreed upon price. The Contractor shall be responsible for the performance of any subcontractor for the delivery of service. AG A 1 (2/06) Page 14 of 15 pages of Exhibit A1 aga1 (standard clauses) rev 2-1-06 rev again . . 32. Termination (a) If the Contractor fails to fulfill in a timely and proper manner its obligations under this Agreement, or if the Contractor becomes bankrupt or insolvent or falsifies its records or re- ports, or misuses its funds from whatever source, the County may terminate this Agreement in whole or with respect to any identifiable part of the program, effective immediately, or, at its op- tion, effective at a later date specified in the notice of such termination to the Contractor. (b) If the County shall deem it in its best interest to terminate this Agreement in whole or with respect to any identifiable part of the program, it shall have the right to do so by giving not less than thirty (30) days' prior written notice to the Contractor. (c) The Contractor may terminate this Agreement by giving not less than sixty (60) days' prior written notice (or thirty (30) days' prior written notice if substantial breach of contract is involved) to the Director of Aging, specifying the reasons for termination and the effective date of termination. (d) The County shall be released from any and all responsibilities and obligations aris- ingufromthe I"rogramcovered-by this Agreement, effective as of the date of termination, but the County shall be responsible for payment of all claims for services provided and costs incurred by the Contractor prior to termination of this Agreement, that are pursuant to, and after the Contrac- tor's compliance with, the terms and conditions of this Agreement. (e) Notice of termination must be in writing, signed by an authorized official, and sent to the other party by certified mail, or by messenger, and receipt shall be requested. Notice oftermi- nation shall be deemed delivered as of the date of its posting by certified mail or at the time it is delivered to the other party by messenger. 33. Force Majeure Neither party shall be held responsible for any delay or failure in performance hereunder to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, civil or military authority, act of God, act or omission of carriers, power failure or similar causes beyond its control ("force majeure conditions"). If any force majeure condition occurs, the party delayed or unable to perform shall give immediate notice to the other party. 34. Severability; No Implied Waiver (a) It is expressly agreed that if any term or provision of this Agreement, or the applica- tion thereof to any person or circumstance, shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or cir- cumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; and every other term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law. (b) No waiver shall be inferred from any failure or forbearance of the County to enforce any provision of this Agreement in any particular instance or instances, but the same shall other- wise remain in full force and effect notwithstanding any such failure or forbearance. 35. Merger; No Oral Changes It is expressly agreed that this Agreement represents the entire agreement of the parties, that all previous understandings are merged in this Agreement, and that no modification of this Agreement shall be valid unless written and executed by both parties. - End ofText of Exhibit A 1 - . AG A 1 (2/06) Page 15 of 15 pages of Exhibit A 1 agal (standard clauses) rev 2-1-06 rev again '. TABLE OF CONTENTS Exhibit A2 - STANDARD BUDGET CLAUSES ...................................................... 1 1. PAYMENT FOR SERViCES.......................................................................................1 (a) Limit of County's Obligations ...........................................................................1 (b) Budget; Expenditure Limitations ......................................................................1 (c) Claims ...... .............. ...... ............................... ..................... ....... ...... ............ .......1 (d) Advance Payment Schedule............................................................................1 (e) Final Voucher.... ............... ................................................ ............. ...... ......... ....2 (f) Level of Service ...............................................................................................2 . (9) Payments NotTo Exceed Net Expenditures....................................................2 (h) Salaries............................................................................................................ 2 (i) Actual Fringe Benefit Costs .............................................................................2 U) Travel Costs....... .............................................................. ....... ....... ...... ............3 (k) Contractor's Staff... ..... ..... ...................................................... ..... .............. .......3 (I) Salary Increases ....................................................... ....... ............. ...... ......... ....3 (m) Budget Deficiency Plan ....................................................................................3 2. PERSONNEL SALARIES, PENSION AND EMPLOYEE BENEFIT PLAN. RULES AND PROTECTION ....... ............................................................ ....... ....... ..... .............4 3. FINANCIAL, STATEMENTS AND AUDIT REQUIREMENTS.....................................3 4. FURNITURE. FIXTURES, EQUIPMENT, ETC ................................................5 (a) Purchases, Etc. Requiring Prior Approval........................................................5 (b) Purchase Practices..... .............. .......... .............. ... ...... ............ ...........5 (c) Proprietary Interest of County ..........................................................................5 (d) Inventory Records. Control and Reports..........................................................6 (e) Protection of Property in Contractor's Custody................................................6 (f) Disposition of Property in COntractor's Custody..............................................6 5. LEASE OR RENTAL AGREEMENTS ........................................................................7 6. LOAN APPROVAL ..................................................................................................... 7 7. CONTRACTOR'S STAFF........................................ .......... .......... ..... .......... ................7 8. STATEMENT OF OTHER CONTRACTS ...................................................................7 AGA2 (5/01) AGA2(budget clauses) '. . Exhibit A2 - Standard Budget Clauses 1. Payment For Services (a) Limit of County's Obligations The maximum amount to be paid by the County as set forth on the cover page of this Agreement shall constitute the full obligation of the County in connection with this Agreement and any matter arising therefrom. (b) Budget; Expenditure Limitations The attached budget, designated Exhibit C, and any subsequent, amended or modified budget, all of which are hereby made part of this Agreement and each of which is herein referred to as the "Budget", lists and shall list all personnel and all other costs of services to be rendered by the Contractor under this Agreement, less revenue and other offsets, if any, for the period of timetowhiehiHelates(the"Budget Period',!, and the net amount of each Budget shall not exceed the applicable Total Cost of Agreement specified on the cover page of this Agreement or on the cover page of the applicable amendmenVextension agreement, representing the total net operat- ing cost to the County of the Program for the Budget Period. Any changes in the total Budget amount shall require an amendment to this Agreement signed by the parties. Other Budget changes require a written request in advance by the Contractor to Aging on forms prescribed by the County and after receipt by the Contractor of signed approval on said forms by the Director of Aging or her designee and by the County's Budget Office. The Contractor agrees that its ex- penditures shall conform to applicable provisions of the State and Local Finance Laws and cus- tomary prevailing governmental practices and standards. (c) Claims In consideration of the Contractor's compliance with all of the requirements of this Agree- ment that should have been performed by it at the time of claim submission, the County shall pay the Contractor a sum not to exceed the Total Cost of Agreement on the cover page of this Agreement, to be paid in accordance with the Budget upon presentation by the Contractor of monthly claims, accompanied by appropriate reports and documentation providing acceptable evidence in support of said services and costs, in such form as prescribed by the County and af- ter audit and approval by the County. Payments by the County for Contractor expenditures shall be made only for services actually performed and for reimbursements only of actual cash expenditures made prior to the date of claim submission. No claims shall be payable until the Contractor complies with all requirements in this Agreement that should have been complied with on or before submission of such claims. All claims and forms must be signed in ink by duly author- ized persons, and certification of such authorization with certified specimen signatures thereon must be filed with Aging by a Contractor official empowered to sign this Agreement. (d) Advance Payment Schedule Notwithstanding the foregOing provisions, if a payment schedule is annexed to the Budget, an amount equal to two-twelfths (2/12ths) of the Total Cost of the Agreement for the Budget Pe- riod shall be advanced to the Contractor for guarantees of availability of services and as consid- eration. Unless the payment schedule provides otherwise, one-twelfth (1/12th) of the advance shall be recouped by deduction from the approved amount of actual expenses for each month of the Budget Period, as more particularly provided in the payment schedule and, with regard to the last month of the Budget Period, in the subparagraphs below headed, "Final Voucher". AGA2 (5/01) Page 1 of 7 pages of Exhibit A2 AGA2(budgel clauses) " . (e) Final Voucher Upon termination or expiration of this Agreement, or prior to the payment of reimbursement for actual expenses of the last month of the Budget Period, or prior to any payment for a subse- quent Budget Period or under a subsequent agreement between the parties, a determination shall be made of the total amount of the payments (initial advance plus reimbursements, net of re- coupments of advance) made during the Budget Period and the total amount of the allowable ex- penditures (net of program income or other deductions) incurred during the same Budget Period. The determination shall result in one of the following: (i) If the Contractor's total net expenses are greater than the total amount of the payments made during the Budget Period, the claim form will be processed for the balance due the Contractor. (ii) If the Contractor's total net expenses are less than the total amount of the payments made during the Budget Period, the Contractor shall prepare- a -check payable to the order-of the Suffolk-County Treasurer for the difference between the two amounts and promptly deliver such check to the County with a claim form (standard Suffolk County Pay- ment Voucher) describing the repayment. (f) level of Service The Contractor agrees that where a minimum level of service is not provided as set forth in Exhibit B, Aging may require the reduction of Contractor staff and costs or terminate this Agreement after giving notice in accordance with the provisions headed, "Termination", of Exhibit A1. (g) Payments Not To Exceed Net Expenditures The Contractor agrees that if, for any reason whatsoever, the Contractor shall spend dur- ing the term of the Agreement for the purposes set forth herein an amount less than agreed, the total County payment herein shall be reduced to the amount of approved actual Contractor ex- penditures made for such purposes, and that the total amount to be paid by the County during the contract term shall not exceed approved actual net expenditures or the Total Cost of the Agree- ment on the cover page and in the Budget, whichever is less. (h) Salaries Salary reimbursement shall be exclusive of and separate from employee share of with- holding taxes. Withholding taxes are reimbursable only upon proof of deposit or payment to the Federal State governments. (i) Actual Fringe Benefit Costs Fringe benefits claims should be based on actual costs. However if the Contractor pays some or all fringe benefits on a quarterly, semiannual or annual or basis, it may make monthly claims for such fringe benefits based on an estimated percentage of each eligible individual's sal- ary, except that the claim submitted for the last month of each Budget Period must include an ad- justment for fringe benefit expense changing it from estimated to actual cost, or the Contractor may include such adjustment in its supplementary claim submitted not more than fifty (50) days after the end of the Budget Period. If such adjustment is not submitted with the claim for the last month of the Budget Period, Aging may place such claim in reserve pending receipt and audit of the fringe benefit adjustment claim. The County may recoup any overpayment from any subse- AGA2 (5/01) Page 2 of 7 pages of Exhibit A2 AGA2(budget clauses) '. . quent claim, or the Contractor shall promptly repay to the County any overpayment on demand, Furthermore, the Contractor agrees that all payments received by the Contractor for all items, including employee benefits, under this Agreement, are subject to adjustment as finally deter- mined by post-audit, as more particularly provided in the paragraph below headed, "Financial Statements and Audit Requirements", and that no indirect or overhead charges or any interest costs are to be included, unless specifically included in the Budget. (j) Travel Costs The Contractor agrees that reimbursement for travel and conference costs will not exceed amounts allowed County employees, (k) Contractors Staff The County shall have the right to prior approval of the filling of any position now vacant or hereafter becoming vacant and may, in the exercise of that right, promulgate reasonable regula- tions involving position control which shall, when promulgated, be deemed to be incorporated by reference in and be made part of this Agreement. Paragraph 7 of this Exhibit A2 establishes the current procedure for approval of such staff and may be modified in the event of notification under a County budget deficiency plan as provided below. (I) Salary Increases No salary, wage or other compensation for services shall be increased over the amount stated in the Budget without the prior written approval of the County. (m) Budget Deficiency Plan The County has imposed and may impose a budget deficiency plan(s). Upon written notifi- cation from Aging, the Contractor shall comply with the same restrictions as are imposed upon Aging, a copy of which will be furnished with such notification and shall thereupon be deemed to be incorporated by reference in and made part of this Agreement. 2. Personnel Salaries, Pension and Employee Benefit Plans, Rules and Procedures Whenever requested by Aging or the Department of Audit and Control, the Contractor shall submit to Aging a certified copy of its current salary scale for all positions listed in the Budget, a copy of its personnel rules and procedures and any subsequent modifications thereof, a copy of its pension plan and any other employee benefit plans or arrangements, and any amend- ments thereto, for review and approval, and such additional financial information in connection therewith, as may reasonably be requested by Aging or the Department of Audit and Control. The Contractor shall not be entitled to reimbursement for costs under any such plans or arrange- ments that are unreasonable in the opinion of the Suffolk County Comptroller when compared to current market costs for similar plans or arrangements between unrelated parties. In the case of any such plan or arrangement that is self-funded by the Contractor directly or by payments to a related entity, upon request by Aging or the Department of Audit and Control, the Contractor shall submit a reconciliation of the total amount claimed for reimbursement of payments under such plan or arrangement with actual costs incurred, and any auditable administrative or claims processing expenses, by the Contractor or related entity on behalf of the Contractor and its em- ployees. AGA2 (5/01) Page 3 of 7 pages of Exhibit A2 AGA2(budgel clauses) . 3. Financial Statements and Audit Requirements (a) Notwithstanding any other reporting or certification requirements of Federal, State or local authorities, the Contractor shall obtain the services of an independent licensed public ac- countant or certified public accountant (the "Auditor") to audit its financial statements for each Contractor fiscal year in which the Contractor has received, or will receive, $500,000 or more from the County, whether under this Agreement or otherwise, and shall submit a report on the overall financial condition and operations of the Contractor, including a balance sheet and state- ment of income and expenses, attested by the Auditor as fairly and accurately reflecting the ac- counting records of the Contractor in accordance with generally accepted accounting principles. The Contractor is encouraged to solicit requests for proposals (RFPs) from a number of qualified accounting firms and to review carefully the costs of, and qualifications for, this type of work be- fore selecting the Auditor. (b) The Auditor should be required to meet the following minimum requirements: (i) a current license issued by the New York State Education Department; (ii) sufficient auditing experience in the nonprofit, governmental or profit-making areas, as applicable; and (Hi) a satisfactory peer review issued within not more than three years prior to the date when the Auditor was selected to conduct the audit. (c) The audit must be conducted in accordance with generally accepted governmental auditing standards (GAGAS). Financial statements must clearly differentiate between County-funded programs and other programs that the Contractor may be operating. The use of subsidiary schedules should be encouraged for this purpose. The Auditor must also prepare a management letter based on the audit. (d) Furthermore, if the Contractor is a non-profit organization or unit of local govern- ment and expends $500,000 or more of Federal monies, whether as a recipient expending awards received directly from Federal awarding agencies, or as a subrecipient expending Federal awards received from a pass-through entity, such as New York State or Suffolk County, during any fiscal period within which it receives funding under this Agreement ("fiscal year"), the audit must be con- ducted, and the audit report ("Single Audit Report") must be, in accordance with OMB Circular No. A-133 (revised June 24, 1997). Single Audit Reports must also be submitted to the designated clearinghouse, cognizant agency and/or pass-through entity, to the extent required by the OMS Circular just referred to. (e) The Contractor must submit a statement in writing, certified by its chief financial officer, which states the amount of Federal funding expended by the Contractor during such fiscal year. The Contractor must mail or deliver the certified statement to Aging and to Elizabeth Tesoriero, Executive Director of Auditing Services, Suffolk County Department of Audit and Control, H. Lee Dennison Building, 100 Veterans Memorial Highway, P. O. Box 6100, Hauppauge, New York 11788-0099, as soon as possible after the end of the Contractor's fiscal year. The statement should include ALL Federal funding received directly from the Federal government and ALL Federal funds passed through from the County and other pass-through entities (f) Copies of all financial statements, management letters, Single Audit Reports (if ap- plicable) and other audit reports, if required, must be transmitted to Aging and to Ms. Tesoriero at the address just set forth. The reports must be submitted within thirty (30) days after completion AGA2 (5/01) Page 4 of 7 pages of Exhibit A2 AGA2(budget clauses) '- of the audit, but in no event later than nine (9) months after the end of the Contractor's fiscal pe- riod to which the audit relates. (g) These requirements do not preclude Aging or the Suffolk County Comptroller or their authorized representatives or Federal or State auditors from auditing the records of the Con- tractor. Therefore, the records of the Contractor must be made available to authorized represen- tatives of Federal, State or County government for that purpose. (h) All payments made under this Agreement are subject to audit by the Suffolk County Comptroller pursuant to Article V of the Suffolk County Charter. If the Contractor fails to cooper- ate with an audit by the Comptroller, the County shall have the right to suspend or partially with- hold payments under this Agreement or under any other agreement between the parties until such cooperation is forthcoming. If such an audit discloses overpayments by the County to the Con- tractor, within thirty (30) days after the issuance of an official audit report by the Comptroller or his duly designated representatives, the Contractor shall repay the amount of such overpayment by check to the order of the Suffolk County Treasurer or shall submit a proposed plan of repayment to the Comptroller. If there is no response or if satisfactory repayments are not made, the County may recoup overpayments from any amounts due or becoming due to the Contractor from the County under this Agreement or otherwise. (i) The provisions of this paragraph shall survive the expiration or termination of the Agreement. 4. Furniture, Fixtures, Equipment, etc. (a) Purchases, Etc. Requiring Prior Approval Prior to placing any order to purchase, rent or lease any furniture, fixtures, or equipment, (i) valued in excess of five hundred dollars ($500.00) per unit, or (ii) included but not itemized, in the Budget, the Contractor shall submit to the County a written request for approval to make such a proposed purchase, rental, or lease, with a list showing the quantity and description of each item, its intended location and use, estimated unit price or cost, extended price or cost and estimated total cost of the proposed order. Written approval of the County is required before the Contrac- tor may proceed with the proposed purchase, rental, or lease of furniture, fixtures, or equipment. All items purchased will be new unless specifically described otherwise in the Budget. (b) Purchase Practices The Contractor agrees to follow all of the general practices that are designed to obtain fur- niture, fixtures, equipment, materials or supplies at the most reasonable price or cost possible. The County reserves the right to purchase or obtain for the Contractor furniture, fixtures, equip- ment, materials or supplies which shall be in accordance with the programmatic needs of this Agreement. If the County exercises this right, the amount budgeted for the items so purchased or obtained by the County for the Contractor shall not be available to the Contractor for any pur- pose whatsoever. Title to any such items purchased or otherwise obtained by the County for the Program and entrusted to the Contractor shall remain in the County, and the Contractor shall attach labels indicating the County's ownership if the County has not done so. (c) Proprietary Interest of County The County shall retain a proprietary interest in all furniture, removable fixtures, equip- ment, materials or supplies purchased or obtained by the Contractor and paid for or reimbursed to the Contractor pursuant to the terms of this Agreement or any prior agreement. Upon the ter- AGA2 (5/01) Page 5 of 7 pages of Exhibit A2 AGA2(budget clauses) . . mination of this Agreement, or of any renewal thereof, the discontinuance of the business of the Contractor, the failure of the Contractor to comply with the terms of this Agreement, the bank- ruptcy of the Contractor, an assignment for the benefit of its creditors, or the failure of the Con- tractor to satisfy any judgment against it within thirty (30) days of filing, the County shall have the right to take title to and possession of all such furniture, removable fixtures, equipment, materials and supplies, and the same shall thereupon become the property of the County without any claim for reimbursement on the part of the Contractor. As directed by the County, the Contractor shall attach denitrifying labels on all furniture, removable fixtures and equipment indicating the proprietary interest of the County. (d) Inventory Records, Controls and Reports The Contractor shall maintain proper and accurate inventory records and controls for all such furniture, removable fixtures and equipment acquired pursuant to this Agreement and all prior agreements, if any, covering the Program. Three (3) months before the termination date of this Agreement, the Contractor shall make a physical count of all items of furniture, removable fixtures and equipment in its custody, checking each item against the aforesaid inventory records. A report setting forth the results of such physical count shall be prepared by the Contractor on a form or forms designated by the County, certified and signed by an authorized official of the Con- tractor, and one (1) copy thereof shall be delivered to the County within five (5) days after the date set for the aforesaid physical count. Within five (5) days after the termination date of this Agreement, the Contractor shall submit to the County six (6) copies of the same report updated to the termination date of this Agreement, certified and signed by an authorized official of the Con- tractor, based on a physical count of all items of furniture, removable fixtures and equipment on the aforesaid termination date, and revised, if necessary, to include any inventory changes during the last three (3) months of the term of tfiis Agreement. (e) Protection of Property in Contractor's Custody The Contractor shall maintain vigilance and take all reasonable precautions to protect the furniture, fixtures, equipment, materials or supplies in its custody against damage or loss by fire, burglary, theft, disappearance, vandalism or misuse. In the event of burglary, theft, vandalism or disappearance of any item of furniture, fixtures, equipment, materials or supplies, the Contractor shall immediately notify the police and make a record thereof, including a record of the results of any investigation which may be made thereon. In the event of loss of or damage to any item of furniture, fixtures, equipment, materials or supplies from any cause, the Contractor immediately shall send the County a detailed, written report thereon. (f) Disposition of Property in Contractor's Custody Upon termination of the County's funding of the Program covered by this Agreement or by any renewal hereof, or at any other time that the County may direct, the Contractor shall make access available and render all necessary assistance for physical removal by the County or its designee of any or all furniture, removable fixtures, equipment, materials or supplies in the Con- tractor's custody in which the County has a proprietary interest, in the same condition as such property was received by the Contractor, reasonable wear and tear excepted. Any disposition, settlements or adjustments connected with such property shall be in accordance with the rules and regulations of the County and the State of New York. AGA2 (5/01) Page 6 of 7 pages of Exhibit A2 AGA2(budgel clauses) . 5. Lease or Rental Agreements If lease payments or rental costs are included in the Budget as an item of expense reim- bursable by the County, the Contractor agrees to submit to Aging, on request, any lease and/or rental agreement that the Contractor has entered into for space, furniture, fixtures or equipment for the program and, in advance, any such new or renewal lease or agreement during the term of this Agreement, accompanied (in the case of a lease of space) by a detailed layout of the prem- ises, which indicates the space that is to be occupied by the County-funded program. 6. Loan Approval The Contractor agrees that, in the event that the County provides funding (under this Agreement and otherwise) exceeding in the aggregate 20 percent of the Contractor's total fund- ing for all of its operations from all sources, then the Contractor must secure the prior approval of the County for any loan in excess of $5,000.00. 7. Contractor's Staff (a) The Contractor, at its own expense, agrees to furnish to Aging resumes of all per- sonnel to be hired for the program referred to in this Agreement, prior to their being hired. Re- sumes shall include, but not be limited to: (i) Previous job titles(s) of the individual employee and the length of em- ployment under each title; and/or (ii) Previous experience and length of previous experience with a task or tasks similar or equal to the program. (b) The Contractor agrees to furnish to the County letter(s) regarding all personnel to be hired for the program. The letter(s) shall include, but not be limited to: (i) The specific tasks to be performed by the individual employees during the course of the program; (ii) Salaries and hours to be worked by the individual employees during the course of the program. (c) The County reserves the right to approve principal program personnel proposed by the Contractor at the time of entering into this Agreement. Reasons for the County not approv- ing said personnel shall be for lack of qualification or lack of demonstration by the Contractor that said proposed personnel will not have a deleterious effect on the proper and efficient operation of the program. SEE ALSO PARAGRAPH 1 (k) OF THIS EXHIBIT A2. 8. Statement of Other Contracts The Contractor has attached, and in the event of any change, will attach to any extension agreement/amendment of this Agreement, a Statement of Other Contracts in the form annexed to this Agreement. The Contractor represents and warrants that any such Statement of Other Contracts is and will be a complete list of all other contracts (i) which are currently in effect or (ii) which have ex- pired within the past 12 months and have not been renewed, and under which funds have been, are being or will be received by the Contractor from any department or agency of the County, the United States of America, the State of New York or other municipalities or organizations. End of Text of Exhibit A2 AGA2 (5/01) Page 7 of 7 pages of Exhibit A2 AGA2(budget clauses) . Law No. AG006M/0029-11R IFMS No. SCS EXE 0000000_ Rev. 4/6/06 No. 001-6777-4980-95285- Community Services for the Elderly - Residential Repair Exhibit B Program Specifications for the Residential Repair Program 1. Goals of Program The intended outcome of the Residential Repair program is to provide persons aged sixty or over, who are in need, with repair and renovation to include minor repairs to upgrade substandard, unsuitable or unsafe housing, including but not limited to handicapped modifications or crime prevention modifications. 2. General In general, but without limitation, the Contractor shall be required to meet the criteria listed below: Eligible persons are those ages sixty and over who are incapable of maintaining their homes because of illness, incapacity, or handicap or absence of a caretaker relative. Priority must be given to servicing those elderly who are disabled/frail, low income, minority, or isolated as identified by New York State as the target population. Persons eligible for or receiving the same or a similar service under another government-funded program are not eligible for this service. However, determination of eligibility must be done on an individual basis recognizing specific circumstances as they pertain to the person's need. a. One unit of service is equal to one hour of residential repair/renovation service, including travel time. b. The Contractor may not impose a means test of eligibility. No income or asset information may be used to determine eligibility for service notwithstanding any other provisions of this Agreement. c. The Contractor has the obligation to inform each recipient of the service of the opportunity to make a free, willing and anonymous contribution toward the cost of the service. Service may not be denied, however, if a person is unable or unwilling to make a contribution. The Contractor must maintain an audit trail of all incoming contributions and make monthly reports of any contribution received. All contributions must be used to enhance services. All printed materials used for the program must include the sources of funding for the program and must include the following: Contributions to this (these) service(s) are free and voluntary. Service will not be denied if you are unable or unwilling to contribute. Any contribution you wish to make will be used to expand the program and will be greatly appreciated. Each recipient of service must be informed in writing of the opportunity to contribute upon completion of the repair/renovation. Page 1 of 4 pages of Exhibit B AG6 CSE Res Rpr Sohld NEW 06 ". Law No. AG006M/0029.11R IFMS No. SCS EXE 0000000_ Rev. 4/6/06 No. 001-6777-4980-95285-_ Community Services for the Elderly - Residential Repair 3. Targeting and Outreach The Contractor agrees to give preference in providing services to older individuals with the greatest economic or social needs with particular attention to low-income minority individuals, (42 U.S.C. 93025 (a) (1) (E)). The term "greatest economic need" is defined as the need resulting from an income at or below the poverty levels as established by the Office of Management and Budget. The term "greatest social need" refers to the need caused by non-economic factors which include physical and mental abilities, language barriers, and cultural, social or geographical isolation including that caused by racial or ethnic status which restricts an individual's ability to perform normal daily tasks or which threatens such individual's capacity to live independently (42 U.S.C. 9302(21 )). The following four target groups have been identified as having the greatest economic and social needs: minorities, low income, frail and vulnerable. In order to comply with Targeting requirements, the Contractor agrees to employ specific outreach strategies which may include, but are not limited to, locating target populations using Census or other resource data, distributing translated printed materials, location of services in catchment areas for targeted populations, publicity to community-based groups, and utilizing minority staff/volunteers. 4. Coordination The Contractor agrees to coordinate the delivery of services with other providers and organizations to provide the most suitable outcomes and minimize possible duplication of effort. In order to accomplish this, the Contractor will undertake activities such as but not limited to participation in inter-agency meetings, coordination of referrals and follow-ups with other local service providers, entering into agreements with other organizations for joint efforts and/or funding, centralized assessment and maintaining up-to-date resource materials both within and outside the Contractor's organization. 5. Reporting Requirements A. The Contractor must at a minimum determine and maintain the following specific type of demographic information for each individual receiving services: · Name . Sex . Age · Disabled/Frail Disabled - Any person who has a physical or mental impairment which substantially limits one or more major life activities, has a record of such impairment, or is regarded as having such an impairment. This includes alcoholism and drug addiction. Frail - A person with one or more functional deficits in the following areas: physical functions; mental functions; activities of daily living (ADL) (eating, bed/chair transfer, dressing, bathing, toileting and continence); instrumental Page 2 of 4 pages of Exhibit B AG6 CSE Res Rpr Sohld NEW 06 .. Law No. AG006M/0029-11 R IFMS No. SCS EXE 0000000_ Rev. 4/6/06 No. 001-6777-4980-95285-_ Community Services for the Elderly - Residential Repair activities of daily living (IADL) (meal preparation, housekeeping, shopping, medications, telephone, travel and money management). . Live Alone . Rural . Low Income - The need resulting from an income level at or below the poverty threshold, as established by the Bureau of the Census as follows: Size of Familv Unit Povertv Threshold 1 $9,800/year 2 $13,200/year . Minority - Those individuals belonging to one of the following groups: Native American IAlaskan Native, Asian, Native Hawaiian/Pacific Islander, Black, and Hispanic. . Low Income Minority - those minority persons whose income is at or below the poverty threshold. B. The Contractor shall submit monthly reports covering program activity and expenses, containing at least but not limited to the above, to be submitted to Aging by the tenth day of the month following the period being reported, and any other reports as required by Aging. Such reports must be on a form specified by Aging and shall comply with all procedures required by Aging for the proper payment of vouchers and audits. C. To insure confidentiality, program reports should not list the names of any clients, but may contain identifying codes to indicate particular clients served. 6. Contractor's Staff A. The Contractor agrees to employ adequate numbers of qualified staff and supervisory personnel to meet all the specifications and responsibilities of the program in an orderly, punctual and reliable manner. All meetings and trainings required by the County are to be attended by the appropriate staff. The Contractor will have on file with Aging the procedures to be followed by workers and other staff in case of emergency. B. The County shall have the right to prior approval of the filling of any program coordinator position and shall be advised by the Contractor of the duties and compensation of all personnel assigned to the Residential Repair Program. 7. Confidentiality A. The Contractor agrees that no personal information obtained from an individual in conjunction with this program shall be disclosed in a form in which it is identified with the individual without such individual's written consent to such disclosure, except to Aging. B. In the case of a request by Aging for names and addresses of individuals participating in the program, the Contractor shall furnish such information as requested. Failure to comply with a request by Aging for such information shall be deemed a material breach of this Agreement and shall result in a freeze on all monies due and owing to the Contractor until compliance by the Contractor. Page 3 of 4 pages of Exhibit B AG6 CSE Res Rpr Sohld NEW 06 '. . Law No. AG006M/0029-11R IFMS No. SCS EXE 0000000_ Rev. 4/6/06 No. 001-6777-4980-95285-_ Community Services for the Elderly - Residential Repair 8. Promotions and Advertisements It is the responsibility of the Contractor to provide publicity for the program and to have an identifying logo in equal sized lettering on any printed materials and on all brochures, flyers, and advertisements (including without limitation television graphics), and on Program vehicles, as follows: Funding Provided by the Suffolk County Office for the Aging and the New York State Office for the Aging Any announcements of the Program on radio or television must identify funding in the same manner. 9. Administration Overall administration of this program will be the responsibility of the Contractor. The Contractor or its designee will insure proper implementation and direction of the program, act as liaison between Aging and the actual recipients of service and insure accuracy and timeliness of submission of all reporting forms and expenditures. Program Staff shall attend meetings and training as requested by Aging. 10. Monitoring A. Financial Transactions Aging's staff and staff of the New York State Office for the Aging may examine or review evidence regarding the existence, timing and classification of financial transactions that are charged to the program for reimbursement. To obtain this evidence, such staff may examine documentary evidence, including financial statements, financial reports, etc., and original records. Such staff may make physical verification by actually observing or counting certain assets (e.g., cash, equipment and supplies) to establish their physical existence. B. Program The Contractor agrees to permit Aging's staff and staff of the New York State Office for the Aging to review program records and to monitor training, supervision and services at any time. - End ofText of Exhibit B- Page 4 of 4 pages of Exhibit B AG6 CSE Res Rpr Sohld NEW 06 .. Law No. AG006M/0029-11R IFMS No. SCS EXE 0000000_ Rev. 4/6/06 No. 001-6777-4980-95285- Community Services for the Elderly - Residential Repair Exhibit C Town of Southold CSE Residential Repair Program April 1, 2006 - March 31, 2007 PERSONNEL Mechanic I Mechanic I ~20,800 13,000 7,800 FRINGE 1,500 TRAVEL 1,000 EQUIPMENT Tools/Supplies 100 100 TOTAL $23.400 Less Anticipated Income (3,000) NET REIMBURSEMENT $20.400 AG6 CSE Res Rpr Sohld NEW 06 6. 7. 8. 9. 10. .. Suffolk County Form SCEX 22 Contractor's/Vendor's Public Disclosure Statement Pursuant to Section A5-7 of the Suffolk County Administrative Code, this Public Disclosure Statement must be completed by all contractors/vendors that have a contract with Suffolk County. In the event contractor/vendor is exempt from completing paragraphs numbered I through 11 below, so indicate at paragraph number 12 below setting forth the reason for such exemption. Notwithstanding such exempt status, you must execute this form below before a notary public. 1. Contractor'slVendor's Name -raWA/ Address ';)3015""" kJ/VN ;('0/ City and State ."5:JfJl#OLiJ Contracting Department's Name SEN16/<. SF,<( VI t':~ <? Address 7:::::0 jJ/7t2tF/C ,')'1": ;'/0 EDX &'5 M/JTT;m.Ct<. IV.:J /lqs:;J., Payee Identification or Social Security No. . , Type of Business_Corporation _Partnership_Sole Proprietorship /Other Is contractor/vendor entering into or has contractor/vendor entered into a contract with Suffolk County in excess of$I,OOO? _Yes_No. Has contractor/vendor entered into three or more contracts, including the one for which you are now completing this form, with Suffolk County, any three of which, when combined, exceed $1,000? Yes_No. Table of Organization. List names and addresses of all principals; that is, all individuals serving on the Board of Directors or comparable body, names and addresses of all partners, and names and addresses of all corporate officers. Conspicuously identify any person in this table of organization who is also an officer or an employee of Suffolk County. (Attach additional sheet if necessary. ) tJF ::buTIf(}Li> ~j? c2.- Bo)( / /79 Zip Code II 97/ 2. 3. 4. S.a S.b List all names and addresses of those individual shareholders holding more than five percent (5%) interest in the contractor/vendor. Conspicuously identify any shareholder who is also an officer or an employee of Suffolk County. (Attach additional sheet if necessary). Does contractor/vendor derive 50% or more of its total revenues from its contractual or vendor relationship with Suffolk County? _Yes_No. If you answered yes to 8 above, you must submit with this disclosure statement, a complete financial statement listing all assets and liabilities as well as a profit and loss statement. These statements must be certified by a Certified Public Accountant. (Strike this out ifnot applicable.) The undersigned shall include this Contractor'slVendor's Public Disclosure Statement with the contract. (Describe general nature of the contract.) Page 1 of 3 Public Disclosure Form '. 11. Remedies. The failure to file a verified public disclosure statement as required under local law shall constitute a material breach of contract. Suffolk County may resort, use or employ any remedies contained in Article II of the Uniform Commercial Code of the State of New York. In addition to all legal remedies, Suffolk County shall be entitled, upon a determination that a breach has occurred, to damages equal to fifteen percent (15%) of the amount of the contract. 12. If you are one of the entities listed below at a) through c) or you qualify under d) below, you are exempt from completing paragraphs numbered I through 11 herein: _ a) Hospital :=0) Educational or goverrunental entities _ c) Not-for-profit corporations _ d) Contracts providing for foster care, family day-care providers or child protective services Please check to the left side of the appropriate exemption. 13. Verification. This section must be signed by an officer or principal of the contractor/vendor authorized to sign for the company for the purpose of executing contracts. The undersigned being sworn, affirms under the penalties of peljury, that he/she has read and understood the foregoing statements and that they are, to his/her ow owledge, true. Dated: S-//?/oo Printed Nafue o'f Signer: Title of Signer: Name ofContractorNendor: Sigped: t!:<-;:;e~~!4 (~S:: cA-rt, c'/d UNIFORM CERTIFICATE OF ACKNOWLEDGMENT (Within New York State) STATE OF NEW ;X~) COUNTY OF ~ ) ss.: On the Il da~f ~~ in the year 20@efore me, the undersigned, personally appeared _)(..x>..w--;z7- LH"'(i P rsonally known to me or proved to me on the basis of satisfactory evidence to be the individual~ whose name(l) is (~ subscribed to the within instrument and acknowledged to me that he/shdtha)' executed the same in hisIRer/tkeir capacity(~ and that by his/her/their signaturetst on the instrument, the individualW, or the person upon behalf of which the individual,ks') acted, executed the inst ment. )/VI nd office of individual taking acknowledgement) LYNDA M. BOHN NOTARY PUBUC, State of New..... No. 01 B06020932 Qualified In Suffolk Cou"" Term expires Marcil 8, 2O.A4 Page 2 of 3 Pnblic Disclosure Form 'it . UNIFORM CERTIFICATE OF ACKNOWLEDGEMENT (Without New York State) STATE OF ) )ss.: ) COUNTY OF On the day of in the year 20_ before me, the undersigned, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their capacity(ies) and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument, and that such individual(s) made such appearance before the undersigned in (Insert the city or other political subdivision and the state or country or other place the acknowledgement was taken) (signature and office of individual taking acknowledgement) Contractor's/Vendor's Public Disclosure Statement Form (Rev. 3/04) Page 3 of 3 Public Disclosure Form SCEX 22 Disci 5-04 . . Certification Regarding Lobbying For Contracts, Grants, Loans and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No State or Federal appropriated funs have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence legislation or appropriation actions pending before local, State and Federal executive and/or legislative bodies in connection with the awarding of any contract, the making of any grant, the making of any loan, the entering of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any contract, grant loan, or cooperative agreement. (2) If any funds other than State or Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence legislation or appropriation actions pending before local, State and Federal executive and/or legislative bodies in connection with this contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Failure to file the required certification shall be subject to civil penalty by the Federal government of not less than $10,000 and not more than $100,000 for each such failure. Date: ..rh'7!ot, , , By: Signature of Official Authorized To Sign Application For: Name of Grantee Certification Regarding Lobbying 04 CONTRACTOR NAME STATEMENT OF OTHER CONTRACTS TOwn or Sou/hold Sen/or Services . -, CONTACT 750 Pac/He Sf., PO. Box 85 . /VIa/Hiuel<. NY l/q52 M L hi, Dt'ree+or OT Karen c auq 11n, Human Serv/ces PHONE NUMBER &3/ 298-1-1'+&0 ADDRESS AGREEMENT PROGRAM NUMBER 'CONTRACT WITH TERM OF AGREEMENT AMOUNT CSE Res/denf/a/ S'c 5 EXE #0.001 SuFFolk CounfY 4/1/03 - 3131106 Repair Proqrarn fD;J,~'br:!980 - 95285 Off/ce fOr +he. Ag/ng I ~Ol 000. 00 [',,;)0,000.00 -fOr +he .2ooS/2006 , Budgei' penod SNA p 5upplemenfaJ SCS EXE No. 001 SU-f'Folk Counfy ~410'7,S78.oo -fh rVl.lfri Non Ass/sfa/7CC'? I1-oqrtlJ n~77Lf-4980- OFFice.fOr +he. Ag/ng 41/IOtf - 3/.::3/ /07 (,tf'l.71037J)Of(1r:t~U - 9B88 2Q?~ -2007 &d ll- Ne /Vufr/f/on Program NO.OO/ f;,7QO suH'oll> Counfy or,c/ce. //1/0'1 - la/a/l06 tJ /'10, 1./ if/. (}O 'I9fO 95,),8'1- 'l,!)[fll fOr f-he A,q/nq (tJ07,:ns.oolOr';?a, & sfa:k PharmClceuf/ca/ J"Je/IV Yor * sTate offke. J//;/05 - Q/30/0S Assis+ance fJro.qrarn for ffJe.. Aging 'I .s; 000. 00 ) ) 'Indicate (a) type of organization - County, State, Federal or Other and (b) name of Department, Agency or Organization STATEMENT OF OTHER CONTRACTS 05 updafed SII/06