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HomeMy WebLinkAboutFamily Service League - Youth services RESOLUTION 2006-588 ADOPTED DOC ill: 1985 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2006-588 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUL Y 11, 2006: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute an Al!reement between the Countv of Suffolk, Town of South old aud the Familv Service Leal!ue of Suffolk Couutv in connection with 2006 Youth Service Program in the amount of $1 0,185 for the term 1/1/2006 through 12/31/2006, all in accordance with the approval of the Town Attorney. P'4J~L '4Q.t;e.ilJ..- Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER: Thomas H. Wickham, Councilman AYES: Evans, Wickham, Ross, Edwards, Russell, Krupski Jr. ), L:lw No. Y0002M/0002-08YB Development Delinquency Prevention Program IFMS No. SCS EXE 06000002839 AGREEMENT This Agreement is between the County of Suffolk (County), a m1Ulicipal cOlporation of the State of New York, having its principal office at the C01Ulty Center, Riverhead, New York 11901, acting through its duly constituted Youth Bureau (Department), located at H. Lee Dennison Building _3'd Floor, 100 Veterans Memorial Highway, Hauppauge, New York (Mailing Address: Box6l00, Hauppauge, New York 11788-0099), and Town of Southold (Contractor), a New York m1Ulicipal corporation, having its principal place of business at Southold Town Hall, Main Street, Southold, New York 11971 acting through its dilly constituted agency; and Family Service League (Implementing Agency), a New York not-for-profit corporation, having its principal place of business at 790 Park Avenue, Huntington, New York 11743. The parties hereto desire to make a Youth Development Delinquency Prevention Program available to the C01Ulty, and sufficient funding exists in the 2006 Suffolk C01Ulty Operating Budget. Term of Agreement: Shall be January 1, 2006 through December 31, 2006 Percentage of State Aid: 18% Percentage of Advance: 25% Total Cost of Agreement: Shall not exceed $10,185 for the initial Budget Period Terms and Conditions: Shall be as set forth in Exhibits A, B and C In Witness Whereof, the parties hereto have executed this Agreement as of the latest date written below. Town of Sonthold By' ~~ N~e: 5 t!-o _ <..A.> ..n:..t Title: 5feru (~Or Fed. Taxpayer ID #: ((-GO:> DO ('t'37 Date: 11..1 1 I 0 ~ By: County of Suffolk ?~~Jf Paul Sabatino, II Chief Deputy C01Ulty Executive Date: '1/ rl ~ Family eagne Approved: Y"ili~ BU OI/lJ l~~IlJW Dad:;;;~~~~ 1/ By: Nam. "/}-~e-iU oo-,r~/J ~I '--- Title: 't~. iJ.. j7r~ / (! 0 tJ Fed. Taxpayer ID #: /I-If.:S1 ('~/ Date: YJ ~il J-> Approved as to Legality: Christine Malafi Suffolk Connty Attorney By: Date Y02 TABLE OF CONTENTS Exhibit A - General Terms and Conditions 1. Contractor Responsibilities (a) Services (b) Qualifications and Licenses ( c) County Review (d) Compliance with Law 2. Term and Termination of Agreement. (a) Term (b) Termination by County in the Public Interest (c) Termination for Cause (d) Notice of Termination (e) Payments upon Termination (f) Termination by Contractor 3. Payment for Services (a) Limit of County's Obligations (b) Budget; Expenditure Limitations ( c) Submission of Claims; Monthly Reports (d) Payment of Claims (e) Advance Payment Schedule (if applicable) (f) Final Voucher (g) Level of Service (h) Payments Not To Exceed Net Expenditures (i) Salaries (j) Actual Fringe Benefit Costs (k) Travel Costs (I) Taxes (m) Final Report and Claim (n) Agreement Subject to Appropriation of Funds (0) Payments Contingent upon Receipt of Aid (P) Payments Contingent Upon State/Federal Funding (q) Contractor's Staff (r) Salary Increases (s) Budget Deficiency Plan (t) Audit 4. Accounting Procedures 5. Personnel Salaries, Pension and Employee Benefit Plans, Rules and Procedures 6. Financial Statements and Audit Requirements 7. Furniture, Fixtures, Equipment, Materials, Supplies Y02 (5/06) H:\MUNLAw\PmJ\Youth\y02 ExA 06 rev. 5.2S-GS.DQC (a) Purchases, etc. Requiring Prior Approval (b) Purchase Practices (c) Proprietary Interest of County (d) Inventory Records, Controls and Reports (e) Protection of Property in Contractor's Custody (f) Disposition of Property in Contractor's Custody 8. Lease or Rental Agreements 9. Loan Approval 10. Contractor's Staff (a) Resumes (b) Contractor Letters (c) County Approval (d) Job Descriptions, Qualifications 11. Statement of Other Contracts 12. Offset of Arrears or Default 13. Set-affRights 14. Confidentiality 15. Gratuities 16. Public Disclosure 17. Independent Contractor 18. Certificate of Incorporation; Board Meetings 19. Indemnification 20. Insurance 21. Notice and Contact Persons 22. Nondiscrimination in Employment & Affirmative Action 23. Nondiscrimination in Services 24. Nonsectarian Declaration 25. Work Experience Participation 26. Human Services Division Technical Assistance and Training: 27. Publications, Copyrights and Patents (a) Publications (b) Copyrights (c) Patents 28. Information Access 29. Cooperation on Claims 30. Assignment and Subcontracting Y02 (5/06) H:\MUNLAWlPmjlYouthIY02 ExA 06 rev. S-2S..4J6.DOC 31. Right to Renegotiate 32. Living Wage Law 33. ChildSexual Abuse Reporting Policy 34. Certification 35. Civil Actions 36. Local Law 26-2003 37. Conflict of Interest 38. Governing Law 39. Suffolk County Local Laws 40. Severability; No Implied Waiver 41. No Intended Third Party Beneficiaries 42. Merger; No Oral Changes 43. Prohibition Against Contracting with Corporations that Reincorporate Overseas 44. Nonresponsible Bidder Exhibit B Contractor Services or Program Exhibit C Budget Y02 (5/06) H:\MUNLAw\PmJIYouthIY02 ExA 06 rev. S-2S-0S.DOC Exhibit A General Terms and Conditions 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 provided in Exhibit B (the "Services" or the "Program") attached hereto and made a part hereof. All references in this Agreement to Contractor shall be deemed to refer to the Contractor and to the Implementing Agency, except as otherwise indicated; provided that all provisions relating to Contractor's staff shall be deemed to apply only to the Implementing Agency. (b) Qualifications and Licenses The Contractor specifically represents and warrants that it has and shall possess, and that, to the ex- tent applicable, its employees, agents and subcontractors have and shall possess, the required education, knowledge, experience and character necessary to qualify them individually for the particular duties they perform and that the Contractor has and shall have, and, to the extent applicable, its employees, agents and subcontractors have and shall have, all required authorization(s), certificate(s), certification(s), registra- tion(s), license(s), permit(s) or other approval(s) required by State, County or local authorities for the Ser- vices (hereinafter called "License"). The Contractor shall immediately notify the Youth Bureau in writing of any disciplinary proceedings against the holder of any License by the New York State Department of Edu- cation or the New York State Department of Health or other issuer of a License. In the event that the Con- tractor or such other holder of a License is no longer licensed for anyone or more of the Services, the Con- tractor must inunediately so notify the Youth Bureau. It is understood that the Contractor shall not be reim- bursed for any Services rendered after the effective 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 the County and that the Youth Bureau, through its duly authorized rep- resentatives, has the right to monitor and evaluate the program. The Youth Bureau shall be the sole arbiter as to what constitutes acceptable performance in meeting the aforementioned responsibilities. (d) Compliance with Law In rendering Services under this Agreement, the Contractor shall comply, and shall require its offi- cers and directors, partners, trustees or other members of its governing body and personnel employed to render Services under this Agreement to comply, with all applicable local, State and Federal laws, regula- tions, rulings and requirements of law, including without limitation Suffolk County local preference and other applicable Suffolk County local laws and resolutions ofthe Suffolk County Legislature. Y02 M (5/06) Page I of21 pages of Exhibit A H;\MUNLAW\Pmj\YouthW02 ExA 06 rev. S-2S-06.DOC 2. Term and Termination of Agreement (a) Term This Agreement shall cover the period provided on the first page thereof, unless sooner terminated as provided below. (b) Termination by County in the Public Interest Notwithstanding anything herein to the contrary, in the event that the Youth Bureau Director (here- inafter, the "Director") or his/her designee, determines, in his/her sole discretion, that termination is in the best interests ofthe County, the County reserves the right to terminate this Agreement for any reason at any time. Such termination shall occur upon thirty (30) days notice of intent to terminate to the Contractor. Con- tractor shall have an opportunity for consultation with the Director prior to termination. (c) Termination for Cause i. 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 reports, 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 option, effective at a later date specified in the notice of such termination to the Contractor. 11. A failure to maintain the amount and types of insurance required by this Agreement may result in immediate termination ofthis Agreement, in the sole discretion ofthe Director. No prior notice to cure and of intent to terminate shall be required. 111. An emergency or other condition involving possible loss of life, threat to health and safety, destruction of property or other condition deemed to be dangerous, in the sole discretion of the Director, may result in immediate termination of this Agreement, in whole or with respect to any identifiable part of the program, in the sole discretion of the Director. In such event, no prior notice to cure and of intent to terminate shall be required. iv. Failure to comply with federal, State or local laws, rules, regulations, or County poli- cies or directives, may result in immediate termination ofthis Agreement, at the sole discretion of the Director. In such event, no prior notice to cure and of intent to terminate shall be required. v. Failure to comply with any of the provisions ofthis Agreement. In such event, upon the expiration of five (5) days from the date a written notice to cure and notice of intent to terminate is given to the Contractor and the default has not been cured, the County may terminate this Agree- ment upon five (5) additional days written notice at the sole discretion of the Director. Y02 M (5/06) Page 2 of21 pages of Exhibit A H:\MUNLAWlPmJ\Youth\Y02 ExA 06 rev. S.2S-D6.DOC vi. Upon termination pursuant to the foregoing paragraphs, Contractor acknowledges and agrees that it shall not be entitled nor shall it make a claim for lost profits or loss of anticipated earn- ings because of termination. (d) Notice of Termination i. All notices herein shall be in writing and shall comply with the Paragraph entitled, "Notices and Contact Persons." The notice to cure and notice of intent to terminate shall call atten- tion to the existence of the failure and particularize the claimed failure in reasonable detail. The no- tice shall also state the intended date of termination. ii. Upon due notice of termination and as may be requested by the Youth Bureau, the Contractor shall provide the County with any information, records, or reports that are within the pur- view ofthis Agreement, subject to any applicable provisions of law or regulations. The Contractor shall also relinquish title and possession of any furniture, fixtures, equipment, materials or supplies as specified in this Agreement. 111. Upon receipt of a termination notice pursuant to the foregoing paragraph, the Con- tractor shall promptly discontinue all services affected unless otherwise directed by the notice of termination. (e) Payments upon Termination i. The County shall be released from any and all responsibilities and obligations arising from the Program covered 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 Con- tractor prior to termination of the Agreement, that are pursuant to, and after the Contractor's compli- ance with, the terms and conditions of this Agreement. ii. Upon termination, the Contractor agrees to promptly reimburse to the County, by check payable to the Suffolk County Treasurer, the balance of any funds paid to the Contractor by the County. Upon termination, any funds paid to the Contractor by the County which were used by the Contractor in a manner that failed to comply with the terms and conditions of this Agreement must be promptly reimbursed. If there is no response or if satisfactory repayments are not made, the County may recoup such payments from any amounts due or becoming due to the Contractor from the County under this Agreement or otherwise. The provisions of this subparagraph shall survive the expiration or termination ofthe Agreement. (t) Termination By Contractor The Contractor may terminate this Agreement by giving not less than sixty (60) days prior written notice to the Youth Bureau, specifying the reasons for termination and the effective date of termination. Y02 M (5/06) Page 3 of21 pages of Exhibit A H:\MUNLAWlPmJ\YouthWOZ ExA 06 rev. 5-25-06.DOC 3. 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 budget, designated Exhibit C (attached hereto and made a part hereof), 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 ren- dered by the Contractor under this Agreement, less revenue and other offsets, if any, for the period of time to which it relates (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 applica- ble amendment/extension agreement, representing the total net operating cost to the County of the Program for the Budget Period. Any changes in the total Budget amount shall require an amendment to this Agree- ment signed by the parties. Other Budget changes require a written request in advance by the Contractor to the Youth Bureau on forms prescribed by the County and after receipt by the Contractor of signed approval on said forms by the Director of the Youth Bureau or her designee and by the County's Budget Office. The Contractor agrees that its expenditures shall conform to applicable provisions of the State and Local Finance Laws and customary prevailing governmental practices and standards. (c) Submission of Claims; Monthly Reports The Contractor shall prepare and present claim forms supplied by the County within twenty (20) days after the close of the month in which the expenditure was made. Eligible expenses incurred on or after the commencement date, but prior to acceptance of this Agreement, shall be submitted within twenty (20) days after this Agreement becomes binding on all parties. All claims and forms must be signed in ink by duly authorized persons, and certification of such authorization with certified specimen signatures thereon must be filed with the Youth Bureau by a Contractor official empowered to sign this Agreement. Claims shall be documented by sufficient, competent and evidential matter. The Contractor shall submit monthly statistical and activity reports along with monthly vouchers for reimbursement of expenditures. Should these reports not be submitted as requested, the County reserves the right to delay processing claims until such reports are received. (d) Payment of Claims In consideration of the Contractor's compliance with all of the requirements ofthis Agreement that should have been performed by it at the time of claim submission, the County shall pay the Contractor monthly for services provided and costs incurred pursuant to this Agreement upon receipt of monthly claims in such form as prescribed by the County and after audit and approval by the County, not to exceed in the aggregate the Total Cost of Agreement for any Budget Period on the cover page of this Agreement or any amendment/extension thereof, 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 after 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 submis- sion. 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 and also submits evaluative and Y02 M (5/06) Page 4 of2l pages of Exhibit A H:IMUNLAWlPmjIYouthW02 ExA 06 rev. S.2S.Q6.DOC such other data in the manner and form as shall be required and accepted by the Youth Bureau, County, State or Federal Government. Payment under this Agreement shall not duplicate payment from any other source(s) for Contractor costs and services provided pursuant to this Agreement. All claims shall be subject to any adjustment that an audit by authorized personnel of the Youth Bureau, Couuty, or State may indicate is appropriate. Payment by the County shall be made within thirty (30) days after approval by the Comp- troller ofthe County of Suffolk. (e) Advance Payment Schedule (If Applicable) Notwithstanding the foregoing provisions, if a Schedule of Payments is annexed to the Budget, an amount equal to the Percentage of Advancement of the Total Cost of Agreement as set forth on the cover page of this Agreement or of any amendment/extension thereof shall be advanced to the Contractor for guarantees of availability of services and as consideration, and shall be recouped, as provided in the Sched- ule of Payments and in the subparagraph below headed, "Final Voucher". (1) Final Voncher Upon termination or expiration ofthis Agreement, or prior to the payment of reimbursement for ac- tual expenses of the last month of the Budget Period, or prior to any payment for a subsequent Budget Pe- riod or under a subsequent agreement between the parties, a determination shall be made of the total amount of the payments (initial advance plus reimbursements, net of recoupments of advance) made during the Budget Period and the total amount of the allowable expenditures (net of program income or other deduc- tions) 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 be- tween the two amounts and promptly deliver such check to the County with a claim form (standard Suffolk County Payment Voucher) describing the re- payment. (g) Level of Service The Contractor agrees that where a minimum level of service is not provided as set forth in Exhibit B, the Youth Bureau may require the reduction of Contractor staff and costs or terminate this Agreement after giving notice in accordance with the provisions headed, "Termination", of this Exhibit A. (h) Payments Not To Exceed Net Expenditures The Contractor agrees that if, for any reason whatsoever, the Contractor shall spend during any Budget Period for the purposes set forth in this Agreement an amount less than, or receive amounts more than, provided in the Budget, the total County payment for the Budget Period under this Agreement shall be reduced to the net amount of approved actual Contractor expenditures made for such purposes, and that the total amount to be paid by the County for the Budget Period shall not exceed the lesser of (i) approved ac- tual net expenditures or (ii) the Total Cost of the Agreement on the cover page and in the Budget. Amounts not spent in any Budget Period shall not be carried over into any subsequent Budget Period. Y02 M (5/06) Page 5 of2l pages of Exhibit A H:\MUNLAWlPmjIYolllh\Y02 ExA 06 rev. 5.2S..()6.DOC (i) Salaries Salary reimbursement shall be exclusive of and separate from employee share of withholding taxes. Withholding taxes are reimbursable only upon proof of deposit or payment to the Federal/State govern- ments. (j) 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, semiallllual or annual basis, it may make monthly claims for such fringe bene- fits based on an estimated percentage of each eligible individual's salary, except that the claim submitted for the last month of each Budget Period must include an adjustment for fringe benefit expense changing it from estimated to actual cost, or the Contractor may include such adjustment in its supplemeutary claim submitted not more than fifty (50) days after the end of the Budget Period. If such adjustment is not submit- ted with the claim for the last month of the Budget Period, the Youth Bureau may place such claim in re- serve pending receipt and audit of the fringe benefit adjustment claim. The County may recoup anyover- payment from any subsequent 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 determined by post- audit, as more particularly provided in the paragraph below headed, "Financial Statements and Audit Re- quirements", and that no indirect or overhead charges or any interest costs are to be included, unless specifi- cally included in the Budget. (k) Travel Costs The Contractor agrees that reimbursement for travel and conference costs will not exceed amounts allowed County employees. (I) 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. (m) Final Report and Claim No later than two (2) months after the close of each Budget Period, unless otherwise directed by the Youth Bureau, the Contractor shall submit a final report summarizing the conduet of the Program and indi- cating the total number of individuals participating in each of its components for the entire Budget Period, together with a final accounting and a final request for payment of all approved expenditures then remaining unpaid. (n) Agreement Subject to Appropriation of Funds This Agreement is subject to the amount of funds appropriated and any subsequent modifications thereof by the Suffolk County Legislature, and no liability shall be incurred by the County under this Agreement beyond the amount of funds appropriated by the Legislature for the program covered by this Agreement. (0) Paymeuts Contingent upon Receipt of Aid If the Office of Children and Family Services (the "OCFS") or any other State or Federal govern- ment department or agency funding this Agreement in whole or in part should fail to approve aid in reim- bursement to the County for payments made hereunder 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 Con- Y02 M (5/06) Page 6 of21 pages of Exhibit A H:\MUNLA\V\PmJ\Youth\YQ2 ExA 06 rev. S.2S-DS.DQC tractor, then the County may deduct and withhold from any payment due to the Contractor an amount equal to the reimbursement denied by such department or agency, and the County's obligation shall be reduced by any such amounts. In such an event, ifthere 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 bal- ance due the County by check to the order of the Suffolk County Treasurer. The provisions ofthis subpara- graph shall survive the expiration or termination of the Agreement. (P) Payments Contingent Upon State/Federal Funding Payments under this Agreement are subject to and contingent upon continued funding by the State and/or Federal Govemment(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 the Youth Bureau, 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 the Youth Bureau for payment of such costs. (q) Contractor's Staff The County shall have the right to prior approval of the filling of any position now vacant or hereaf- ter becoming vacant and may, in the exercise of that right, promulgate reasonable regulations involving po- sition control which shall, when promulgated, be deemed to be incorporated by reference in and be made part ofthis Agreement. The additional paragraph below headed "Contractor's Staff' in this Exhibit A estab- lishes the current procedure for approval of such staff and may be modified in the event of notification un- der a County budget deficiency plan as provided below. (r) 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. (s) Budget Deficiency Plan The County has imposed and may impose a budget deficiency plan(s). Upon written notification from the Youth Bureau, the Contractor shall comply with the same restrictions as are imposed upon the Youth Bureau, 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. (t) Audit All payments made under this Agreement are subject to audit by the Suffolk County Comptroller pursuant to Article V of the Suffolk County Charter. The Contractor further agrees that the County Comp- troller and the Youth Bureau 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. It the Contractor fails to cooperate 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 coopera- tion is forthcoming. 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 representa- tives, 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. The provisions of this subparagraph shall survive the expiration or termination ofthe Agreement. Y02 M (5/06) Page 7 of21 pages of Exhibit A H:\MUNLAWlPmj\YouthIY02 ExA 06 rev. 5.25-06,DOC 4. Accounting Procedures The Contractor shall maintain separate records of account concerning all costs incurred by the Con- tractor in the performance ofthis Agreement and all income relating to the program funded under this Agreement in accordance with generally accepted accounting principles and consents to audit and inspec- tion by the Youth Bureau, the County, New York State and the Federal Government of all plant, facilities, books and other financial and statistical data, and programmatic records, whether related to this Agreement or otherwise (in the case oftowns or other municipal corporations, only as they relate to this Agreement) Such access is granted notwithstanding any exemption from disclosure that may be claimed for those re- cords which are subj ect to nondisclosure agreements, trade secrets and commercial information or financial information that is privileged or confidential.. 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. 5. Personnel Salaries, Pension and Employee Benefit Plans, Rules and Procedures Whenever requested by the Youth Bureau or the Department of Audit and Control, the Contractor shall submit to the Youth Bureau 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 thcreof, a copy of its pension plan and any other employee benefit plans or arrangements, and any amendments thereto, for re- view and approval, and such additional financial information in connection therewith, as may reasonably be requested by the Youth Bureau or the Department of Audit and Control. The Contractor shall not be entitled to reimbursement for costs under any such plans or arrangements that are unreasonable in the opinion of the Suffolk County Comptroller when compared to current market costs for similar plans or arrangements be- tween 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 the Youth Bureau or the Department of Audit and Control, the Contractor shall submit a reconciliation ofthe 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 employ- ees. 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 accountant 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 Agree- ment or otherwise, and shall submit a report on the overall financial condition and operations of the Con- tractor, including a balance sheet and statement of income and expenses, attested by the Auditor as fairly and accurately reflecting the accounting 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 before 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; Y02 M (5/06) Page 8 of21 pages of Exhibit A H:\MUNLAW\Pmj\YouthIY02 ExA 06 rev. 5-2S-06.00C (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 oflocal government 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 conducted, and the audit report ("Single Audit Report") must be, in accordance with OMB Circular No. A-B3 (revised June 27, 2003). Single Audit Reports must also be submitted to the designated clearinghouse, cognizant agency anclJor pass-through en- tity, to the extent required by the OMB 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 Con- tractor must mail or deliver the certified statement to the Youth Bureau and to Executive Director of Audit- ing 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 ofthe 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 en- tities (f) Copies of all financial statements, management letters, Single Audit Reports (if applicable) and other audit reports, if required, must be transmitted to the Youth Bureau 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 ofthe Contractor's fiscal period to which the audit relates. (g) These requirements do not preclude the Youth Bureau or the Suffolk County Comptroller or their authorized representatives or Federal or State auditors from auditing the records of the Contractor. Therefore, the records of the Contractor must be made available to authorized representatives of Federal, State or County government for that purpose. The provisions of the foregoing subparagraphs (a) through (g) ofthis paragraph shall survive the expiration or termination of this Agreement. 7. Furniture, Fixtures, Equipment, Materials, Supplies (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 two hundred dollars ($200.00) 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 Y02 M (5/06) Page 9 of21 pages of Exhibit A H;\MUNLAWlPmJIYouthIYQ2 ExA 06 rev. S-2S-06.DOC approval of the County shall be required before the Contractor may proceed with such proposed purchase, rental or lease of furniture, fixtures or equipment. All items purchased must be new unless specifically de- scribed otherwise in the Budget. (b) Purchase Practices The Contractor agrees to follow all of the general practices that are designed to obtain furniture, fix- tures, equipment, materials or supplies at the most reasonable price or cost possible. The County reserves the right to purchase or obtain for the Contractor furniture, fixtures, equipment, materials or supplies which shall be in accordance with 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 purpose whatsoever. Title to any such items purchased or otherwise ob- tained 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, equipment, materi- als or supplies purchased or obtained by the Contractor and paid for or reimbursed to the Contractor pursu- ant to the terms of this Agreement or any prior agreement. Upon the termination of this Agreement, or of any renewal thereof, the discontinuance of the business of the Contractor, the failure of the Contractor to comply with the terms of this Agreement, the bankruptcy of the Contractor, an assigrnnent for the benefit of its creditors, or the failure of the Contractor to satisfy any judgment against it within thirty (30) days offil- ing, the County shall have the right to take title to and possession of all such furniture, removable fixtures, equipment, materials and supplies, and the same shall thereupon become the property of the County without any claim for reimbursement on the part of the Contractor. As directed by the County, the Contractor shall attach identifying labels on all furniture, removable fixtures and equipment indicating the proprietary inter- est of the County. (d) Inventory Records, Controls and Reports The Contractor shall maintain proper and accurate inventory records and controls for all such furni- ture, 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 ofthis 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 physi- cal count shall be prepared by the Contractor on a form or forms designated by the County, certified and signed by an anthorized official of the Contractor, and one (1) copy thereof shall be delivered to the County within five (5) days after the date set for the aforesaid physical count. Within five (5) days after the termina- tion date of this Agreement, the Contractor shall submit to the County six (6) copies of the same report up- dated to the termination date ofthis 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 afore- said termination date, and revised, if necessary, to include any inventory changes during the last three (3) months of the term of this 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, dis- appearance, 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 Y02 M (5/06) Page 10 of21 pages of Exhibit A H:\MUNLAW\PmjlYouth\Y02 ExA 06 rev. S_2S-oS.DOC 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 ofthe Program covered by this Agreement or by any re- newal 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 Contractor'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 ac- cordance with the rules and regulations of the County and the State of New York. 8. Lease or Rental Agreements If lease payments or rental costs are included in the Budget as an item of expense reimbursable by the County, the Contractor agrees to submit to the Youth Bureau, on request, any lease and/or rental agree- ment 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 premises, which indicates the space that is to be oc- cupied by the County-funded program. 9. 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 funding 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 10. Contractor's Staff (a) Resumes The Contractor, at its own expense, agrees to furnish to Youth Bureau resumes of all personnel to be hired for the program referred to in this Agreement, prior to their being hired. Resumes shall include, but not be limited to: (i) Previous job titles(s) ofthe individual employee and the length of employ- ment 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) Contractor Letters 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 ofthe program; (ii) Salaries and hours to be worked by the individual employees during the course ofthe program. Y02 M (5/06) Page II of21 pages of Exhibit A H:\MUNLAWlPmJ\YoulhIY02 ExA 06 rev. S-25.06,DOC (c) County Approval The County reserves the right to approve principal program personnel proposed by the Contractor at the time of entering into this Agreement. Reasons for the County not approving said personnel shall be for lack of qualification or lack of demonstration by the Contractor that said proposed personnel will not have a deleterious effect on the proper and efficient operation of the program. (d) Job Descriptions, Qualifications The Contractor will nominate to the Youth Bureau a project director chosen on the basis of the job description below. The Director ofthe Youth Bureau shall review such nominations and may confirm them. Other staff positions provided for in this Agreement will be filled in accordance with written job descrip- tions as provided below. Employment of any staff member under the terms of this Agreement shall be sub- ject to ongoing review for competency and aptitude ofthe staff member by the Director of the Youth Bureau or hislher designees. The Youth Bureau may recommend dismissal or suspension of any staff member under this Agreement, and may discontinue or suspend reimbursement for claims upon thirty days notice to the Contractor ifthe Contractor does not comply with such recommendations. (i) Project Director A. Qualifications: Graduation from an accredited college and/or university with a Master's De- gree in Social Work; or a Bachelor's Degree (4 year college degree) plus 2 years experience in Human Services. B. Duties: Responsible for overall project, hires and fires staff; chairs youth advisory commit- tee; administers and directs all Contractor programs; is responsible to Board of Directors of the Contractor and has immediate charge of and responsibility for facility and youth services program; renders direct services to clients as required; selects, trains and supervises program aides, nonprofessional staff and volunteers; has charge of a petty cash account; makes pur- chases and expends funds under the direction of the treasurer of the corporation or such other officers as the Board of the corporation may direct. (Ii) Youth Worker A. Qualifications: Bachelor's Degree (4 year college degree from an accredited college). B. Duties: Provides counseling, group work services, and professional supervision in lounge ac- tivities, is responsible to the project director. Also shall keep written records and reports of work accomplished; shall demonstrate ability to learn, ability to relate successfully to clients and the community, and capacity for development in professional use of self in relationships. (Iii) Program Aides A. Qualifications: High School Diploma and preferably with some paid experience in youth work. B. Duties: Report to project director; shall carry out assignments as paraprofessionals; shall keep written records and reports of work accomplished; shall demonstrate ability to learn, ability to relate successfully to clients and community, and capacity for development in pro- fessional use of self in relationships. See also the sub-paragraph headed, "Contractor's Staff' of Paragraph 3 of this Exhibit A. Y02 M (5/06) Page 12 of21 pages of Exhibit A H:IMUNLAWlPmjIYouthIY02 ExA 06 rev. S.2S.oS.DOC 11. Statement of other Contracts The Contractor has attached, and in the event of any change, will attach to any extension agree- ment/amendment ofthis 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 expired 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. 12. 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 Agree- ment, in default as surety, contractor or otherwise on any obligation to the County, and the Contractor agrees that the County may withhold the amount of any such arrearage or default from amounts payable to the Contractor under this Agreement. 13. 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 delinquencies, 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 representa- tives, or the County Comptroller, and only after legal consultation with the County Attorney. 14. Confidentiality (a) Contractor expressly agrees to preserve the confidentiality of all data and information shared, received, collected, or obtained as a result ofthis 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 understood and agreed that no such data or information is to be used for personal benefit. The Contractor further agrees that its employees shall be specifically in- structed in regard to their obligation to keep such data and information in confidence and their liability upon breach of confidentiality to all the penalties prescribed by law. (b) The Contractor further agrees to implement such procedures for safeguarding information as the Youth Bureau shall require. The Contractor further agrees to indemnify and hold the County and the Youth Bureau harmless against any loss, damage, cost or expense arising out of any suit, claim or demand ,,:hich may be brought or made against the County or the Youth Bureau by reason of a breach of these pro- VISIOns. (c) In addition, the Contractor agrees to maintain the confidentiality of all information in con- formity with the provisions of applicable local, State and Federal laws and regulations. Y02 M (5/06) Page 13 of21 pages of Exhibit A H:\MUNLAWlPmj\YouthIY02 ExA 06 rev. 5.25.06.DOC 15. 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 of intent of securing favorable treatment with respect to the awarding or amending of an agreement or the making of any determinations with respect to the performance of an agreement, and that the signer of this Agreement has read and is familiar with the provisions of Local Law No. 32-1980 of Suffolk COlmty (Chapter 386 of the Suffolk County Code). 16. Public Disclosure The Contractor represents and warrants that Contractor 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 31st day ofJanu- ary 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. Required Form: Suffolk County Form SCEX 22; entitled "Contractor'sNendor's Public Dis- closure Statement" 17. Independent Contractor The relationship of the Contractor to the County shall be that of an independent contractor. The Con- tractor, 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 Agreement, and that neither it nor any of them will, by reason thereof, make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the County, including, but not limited to, Workers' Compensation coverage, unem- ployment insurance benefits, Social Security coverage, or retirement membership or credits. 18. Certificate of Incorporation; Board Meetings (a) Contractor shall furnish the Youth Bureau with certified copies of its Certificate of Incorpo- ration and by-laws, including any amendments thereto, at the time it signs this Agreement, to the extent not already on file with the Youth Bureau, and any amendments 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 respon- sibility for the operation of the program without the prior written approval of the Youth Bureau. (b) Minutes of the Contractor's annual board meeting and one other board meeting, no longer than six (6) months thereafter, should be forwarded to the Youth Bureau within two (2) weeks after the con- clusion of the meetings. 19. Indemnification The Contractor agrees that it shall protect, indemnify and hold harmless the County and its officers, officials, members, employees, agents and invitees from and against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, costs, expenses, suits or actions and costs, including reason- able attorneys' fees, and shall defend the County in any suit, including appeals, or at the County's option, pay reasonable attorney's fees for defense of any such suit arising out of the acts or omissions or negligence Y02 M (5/06) Page 14 of21 pages of Exhibit A H:\MUNLAW\Pmj\YouthW02 ExA 06 rev. 5.2S.Q6.DOC of the Contractor, its agents, employees or subcontractors in connection with the services described or re- ferred to in this Agreement. 20. Insurance a. The Contractor agrees to procure, pay the entire premium for and maintain throughout the tenn of this Agreement, insurance in amounts and types specified by the County and as may be mandated and increased from time to time. The Contractor agrees to require that all of its subcon- tractors, in connection with work perfonned for the Contractor related to this Agreement, procure, pay the entire premium for and maintain throughout the tenn of this Agreement insurance in amounts and types equal to that specified by the County for the Contractor. Unless otherwise speci- fied 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 in- jury and Two Million Dollars ($2,000,000.00) per occurrence for property damage. ii. Automobile Liability insurance (if any vehicles are used by the Contractor in the perfonnance 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. Ill. Worker's Compensation and Employer's Liability insurance in compliance with all applicable New York State laws and regulations and Disability Benefits insurance, ifre- qui red by law. Contractor shall furnish to the County, prior to its execution oithis Agree- ment, the documentation required by the State of New York Workers' Compensation Board of coverage or exemption from coverage pursuant to ;);)57 and 220 of the Workers' Compen- sation Law. In accordance with General Municipal Law;) I 08, this Agreement shall be void and of no effect unless the Contractor shall provide and maintain coverage during the tenn of this Agreement for the benefit of such employees as are required to be covered by the provi- sions of the Workers' Compensation Law. iv. Professional Liability insurance in an amount not less than Two Million Dollars ($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 in sur- ance 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 Decla- ration 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 provide for the County of Suffolk to be notified in writing thirty (30) days prior to any cancellation, nomenewal or Y02 M (5/06) Page 15 of21 pages of Exhibit A H:IMUNLAWlPmJIYouth\Y02 ExA 06 rev. 5.25...(l6.DOC 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 enti- tled "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 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 Contractor under this Agree- ment or any other agreement between the County and 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 self-funded coverage and certificates or other evidence of such self-insurance in lieu of insurance issued by in- surance companIes. 21. Notices and Contact Persons a. Notices Any communication, notice, claim for payment, report, insurance documents or other sub- mission necessary 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 following addresses or at such other address that may be specified in writing by the parties: For the County: Suffolk County Youth Bureau H. Lee Deffilison Building- 3'd Floor 100 Veterans Memorial Highway, P.O Box 6100 Hauppauge, NY 11788 Attention: Patrick Policastro and For the Contractor: 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 to the Suffolk County Department of Law Any communication or notice regarding insurance, indemnification, termination or litigation shall also be sent to the following address, or at such other address that may be specified in writing by the County: Christine Malafi, County Attorney Suffolk County Department of Law H. Lee Deffilison Building- 6th Floor 100 Veterans Memorial Highway, P.O. Box 6100 Hauppauge, NY 11788 Y02 M (5/06) Page 16 of21 pages of Exhibit A H:IMUNLAw\PmJIYouthIY02 ExA 06 rev. S.25-06.DOC c. Delivery of Notice: All notices must be delivered: (i) personally (personal service on the County must be pursu- ant to New York Civil Practice Law and Rules Section 311); or (ii) by nationally recognized over- night courier; or (iii) mailed by registered or certified mail in a postpaid envelope addressed. d. Receipt of Notice: Notice shall be deemed to have been duly given (i) if delivered personally, upon acceptance or refusal thereof; (ii) if by nationally recognized overnight courier, the first Business Day subse- quent to transmittal; and (iii) if mailed by registered or certified mail, upon the seventh business day after the mailing thereof. Any notice by either party to the other with respect to the commencement of any lawsuit or legal proceeding shall be effected pursuant to and governed by the New York Civil Practice Law and Rules or the Federal Rules of Civil Procedure, as applicable. e. In the event the Contractor receives a notice or claim or becomes a party (plaintiff, petitioner, defendant, respondent, third party complainant, third party defendant) to a lawsuit or any legal pro- ceeding related to this Agreement, the Contractor 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 Con- tractor. f. Each party shall give prompt written notice to the other party of the appointment of succes- sore s) to the designated contact person( s) or his or her designated successor( s). 22. Nondiscrimination in Employment & Affirmative Action The Contractor agrees in connection with the performance of this Agreement as follows: (a) The Contractor shall not discriminate against employees or applicants for employment be- cause of race, creed, color, sex, national origin, age, disability, sexual orientation, military status, or marital status and will undertake or continue existing programs of affirmative action to ensure that women and mi- nority group members are afforded equal employment opportunities without discrimination. Affirmative ac- tion shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, lay- off, or termination and rates of payor other forms of compensation. (b) The Contractor shall require each employment agency, labor union or authorized representa- tive 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, sex, national origin, age, disability, sexual orientation, military status, or marital status and that such union or representative will affirmatively cooperate in the implementation of the Con- tractor's obligations herein. (c) The Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of this Agreement, all qualified applicants will be afforded equal employment opportunities without discrimination because ofrace, creed, color, sex, national origin, age, disability, sexual orientation, military status, or marital status. Y02 M (5/06) Page 17 of21 pages of Exhibit A H:\MUNLAYv'lPmjlYouth\Y02 ExA 06 rev. 5.2S.06.DOC 23. Nondiscrimination in Services (a) Furthermore, the Contractor, in providing services under this Agreement, shall not, on the grounds ofrace, creed, color, sex, national origin, age, disability, sexual orientation, military status, or mari- tal 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 pro- vided 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 privilege en- joyed by others receiving any services or other benefits provided under the program; (v) Treat an individual differently from others in determining whether or not the individ- ual satisfies any eligibility or other requirements or conditions which individuals must meet in order to receive any aid, care, services, or other benefits provided under the program. (b) The Contractor shall not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination because of their race, creed, national origin, sex, 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, color, sex, national origin, age, disability, sexual orientation, military status, 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. 24. Nonsectarian Declaration The Contractor agrees that all services performed under this Agreement are secular in nature, that no funds received pursuant to this Agreement will be used, and no expenses will be reimbursed, for sectarian purposes or to further the advancement of any religion, and that no services performed under this program will discriminate on the basis of religious belief. Furthermore, the Contractor agrees that all program ser- vices and other benefits of the program(s) funded under this Agreement are and will be available to any per- son without regard to religious belief or affiliation. 25. Work Experience Participation If the Contractor is a nonprofit or governmental agency or institution, each of the Contractor's loca- tions in Suffolk County at which services are provided under this Agreement shall be a work site for public- assistance clients of Suffolk County pursuant to Local Law No. 15-1993 at all times during the term of this Agreement. Ifno Memorandum ofDnderstanding ("MOD") with the Suffolk County Department of Labor for work experience is in effect at the beginning of the term of this Agreement, the Contractor, if it is a non- profit or governmental agency or institution, shall enter into such MOD as soon as possible after the execu- tion of this Agreement and failure to enter into or to perform in accordance with such MOD shall be deemed Y02 M (5/06) Page 18 of21 pages of Exhibit A H:\MUNLAWI,PmjIYouthIY02 ExA 06 rev. S.2S-06.DOC to be a failure to perform in accordance with this Agreement, for which the County may withhold payment, terminate this Agreement or exercise such other remedies as may be appropriate in the circumstances. 26. Human Services Division Technical Assistance and Training: (a) The Contractor agrees to participate in the Human Services Division Technical Assistance and Training Program. Such agreed participation will include stafftraining on the topic ofHN/AIDS and not more than three (3) days per year attendance at training on topics that may include, but not be limited to, contract financial reporting, the setting of service goals and objectives, and program development. (b) The Contractor may participate, at its election, in any additional training made available by the Human Services Division. 27. Publications, Copyrights and Patents (a) Publications The Contractor shall not issue or publish any book, article, announcement, report or other publica- tion relating to the subject program without prior written permission from the County. Any such printed matter or other publication shall bear the following statement in clear and legible print: "This publication is fully or partially funded by the Suffolk County Execu- tive's Office ". (b) Copyrights 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 Contractor may secure copy- right protection. However, the County reserves, and the Contractor hereby gives to the County, and to any other municipality or govenunent agency or body designated by the County, a royalty-free, nonexclusive license to produce, reproduce, publish, translate or otherwise use any such materials. (c) Patents If the Contractor under this Agreement makes any discovery or invention in the course of or as a re- sult of work performed under this Agreement, the Contractor may apply for and secure for itself patent pro- tection. However, the County reserves, and the Contractor hereby gives to the County, and to any other mu- nicipality or government agency or body designated by the County, a royalty-free, nonexclusive license to produce or otherwise use any item so discovered or patented. 28. Information Access Subject to any applicable provisions of law or regulations, the Youth Bureau shall not be denied ac- cess to any information, records, or reports that are within the purview of this Agreement. 29. 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. 30. Assignment and Subcontracting (a) The Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of this Agree- ment, or any of its right, title or interest therein, or its power to execute this Agreement, or assign all or any Y02 M (5/06) Page 19 of21 pages of Exhibit A H:\MUNLAW\PmJ\YouthIY02 ExA 06 rev. 5-25-06.DQC portion of the monies that may be due or become due thereunder, to any other person or corporation, with- out the prior consent in writing of the County, and any attempt to do any of the foregoing without such con- sent shall be of no effect. (b) The Contractor shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval ofthe Youth Bureau. Such subcontracts shall be subject to all of the provisions of this Agreement and to such other conditions and provisions as the Youth Bureau may deem necessary; provided, however, that notwithstanding the foregoing, unless otherwise provided 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 un- der this Agreement. No approval by the Youth Bureau 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. 31. Right to Renegotiate The Contractor hereby agrees that this Agreement may be renegotiated in the event of substantial changes in applicable laws or regulations, affecting the Contractor's or the County's obligations under this Agreement. 32. Living Wage Law This Agreement is subject to the Living Wage Law ofthe County of Suffolk. The law requires that, unless specific exemptions apply all employers (as defined) under service contracts and recipients of County financial assistance, (as defined) shall provide payment of a minimum wage to employees as set forth in the Living Wage Law. Such rate shall be adjusted annually pursuant to the terms of the Suffolk County Living Wage Law of the County of Suffolk. Under the provisions ofthe Living Wage Law, 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. The Contractor represents and warrants that it has read and shall comply with the requirements of Suffolk County Code Chapter 347, Suffolk County Local Law No. 12-2001, the Living Wage Law. Required Form: Suffolk County Living Wage Form LW-38; entitled "Suffolk County Department of Labor - Living Wage Unit Living Wage Certification! Declaration - Subject To Audit" 33. Child Sexual Abuse Reporting Policy The Contractor agrees it has read and will 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. 34. Certification The parties to this Agreement hereby certify that, other than the funds provided in this Agreement and other valid Agreements with the County, there is no known relationship within the third degree of con- sanguinity, life partner or business, commercial, economic, or financial relationship between the parties, the Y02 M (5/06) Page 20 of21 pages of Exhibit A H:\MUNLA'MPmJIYouthIY02 ExA 06 rev. 5.25-tl&.DOC signatories to this Agreement, and any partners, members, directors, or shareholders of five percent (5%) (or more) of any party to this Agreement. 35. Civil Actions The Contractor represents that it shall not use any of the moneys received under this Agreement, ei- ther directly or indirectly, in connection with the prosecution of any civil action against the County of Suf- folk or any of its programs, funded by the County, in part or in whole, in any jurisdiction or any judicial or administrative forum. 36. Local Law No. 26-2003 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 Resources 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 organizing. (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 organiz- mg. (d) No employer shall use County property to hold a meeting with employees or supervisors if the purpose of such meeting is to assist, promote, or deter union organizing. If Contractor services are performed on County property the Contractor must adopt a reasonable access agreement, a neutrality agreement, fair commW1ication 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 per- formed 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. Required Form: Suffolk County Labor Law Form DOL-LO 1; entitled "Suffolk County De- partment of Labor - Labor Mediation Unit Union Organizing Certifica- tion/Declaration - Subject to Audit" 37. Conflict ofInterest Contractor agrees that it will not, during the term of this Agreement, engage in any activity that is contrary to and/or in conflict with the goals and purposes of the County and the Contractor is charged with the duty to disclose to the County the existence of any such adverse interests, whether existing or potential. 38. Governing Law This Agreement shall be governed by the laws of the State of New York. In the event of any dispute or litigation, the venue of any proceeding to determine the rights and liabilities of the respective parties aris- Y02 M (5/06) Page 21 of2l pages of Exhibit A H:\MUNLAW\PmJ\YouthIY02 ExA 06 rev. 5-25-06.DOC ing under this Agreement shall be in New York Supreme Court, Suffolk County; or in the event of a pro- ceeding in the federal courts, in the District court for the Eastern District of New York. 39. Suffolk County Local Laws 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". 40. Severability; No Implied Waiver (a) It is expressly agreed that if any term or provision ofthis Agreement, or the application thereofto any person or circumstance, shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; and every other term and provi- sion ofthis 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 otherwise remain in full force and effect notwithstanding any such failure or forbearance. 41. No Intended Third Party Beneficiaries This Agreement is entered into solely for the benefit of County and Contractor. No third party shall be deemed a beneficiary of this Agreement, and no third party shall have the right to make any claim or as- sert any right under this Agreement. 42. Merger; No Oral Changes It is expressly agreed that this Agreement represents the entire agreement of the parties, that all pre- vious understandings are merged in this Agreement, and that no modification of this Agreement shall be valid unless written and executed by both parties. 43. Prohibition Against Contracting with Corporations that Reincorporate Overseas The Contractor represents that it is in compliance with Suffolk County Administrative Code Article IV, 99A4-13 and A4-14, found in 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 ser- vices shall be awarded by the County to a business previously incorporated within the U.S.A. that has rein- corporated outside the U.S.A. 44. Non Responsible Bidder The Contractor represents and warrants that it has read and is familiar with the provisions of Suffolk County Code Chapter 143, Article II, 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 "Nonresponsible Bidder." - End of Text of Exhibit A- Y02 M (5/06) Page 22 of21 pages of Exhibit A H:\MUNLAw\PmJ\Youth\Y02 EllA 06 rev. S-2S-06.DOC ~>. EJA)~lI(J INDIVIDUAL PROGRAM APPLICATION State of New'York Office of Children and Family Services Form'OCFS-3105 (9/98) Sponsoring Municipality: Implementing Agency: Program Title: Agency Address: .CO Suffolk County: A-~ II ! OCFS Central Office use only Program Code: 4? 01470010S004 Funding Category: Town of Southold ~;;:~am Budget $ Zt);,/rfJ.s- (100%) / OCFS Funds Requested $ ~":.;, i. ;.~. ~ ~ (~: ---=-- % of total) Southold Youth Services 53095 Main Road, PO Box 1179 Street City Southold ...t. NY"'p e.d. 11971 FederallD #: 11-6001939 Charities Reg #: N A Period of Actual Program Operation - rom: 1 /01/05 To: 12/31/2005 Mr. Joshua Y. o Executive Dir~Ctor" Horton, Supervisor D Board Chairperson p,rtr~ 16311 765-1889 ~~,4fc/ll~Ai .,.M7 I D'lrector ?<J/,tfe=c-~-<- roO. Telephone Number Mr. James McMahon lfilL) 765-1283 Telephone Number Contact Person Fiscal Officer 1@)7~"'-/~3 Telephone Number The Agency is: 0 Privatel Not~for-Profit oa PubUc- PROGRAM SITES -- Most Significant 13 Maximuin) D Religious Corporation Assembly NYS Senate Local City Council - Type _ Address IStre'i't.C~ity.State.Zip) Dist. No. Dist No. Plan'~ ad. District . Office Town Hall, PO Box 1179 1 1 c: '~I'" 110"71._ NYC ONLY PROGRAM SUMMARY: (MAXIMUM 'OF 350 CHARACTERS - approximately 45 Words) Program is designed to 50 youth. to deliver individual counseling and crisis intervention services PROGRAM PROFILE _ Onduplicate~ Colint I of Youth and Clients Ser\ted !AnActivities) "," '".'. . pfoblEiml -: Target- Number of Youth Need Population Service Methods To be SerVed Primary 51q 840 524 1-530 .50 " Secondary I o Direct Services will NOT be provided by this program Sex of program participants Mare: 45 % Female: 55 % Ethnicity - Whites: 80 % Black: l~Hispanic: 10~ NativeAmerican:~% Asian:~% Other:~% Ag~.O.4:---D.. % 5-9:~ % 10;15:-5JL % 16.20:22-% Problem Need: Target Population: Service Methods: Behavior problems in home History of involvement w /court/no placed I ndividual counseling, crisis intervention counseling '". 6i/~(tJ( G OCFS-3107'(Rev. 0312002) FRONT NEW YORK STATE OFFICE OF CHILDREN AND FAMILY SERVICES PROGRAM BUDGET APPENDIX B (p PROGRAM CODE: 10 i" I 4 I 7 CONTRACT NUMBER: I I 0 I 0 I _ 1 o $ . I 0 014 '1 '.GEONCY/MUNICIPALIT':': Town of Southold ?RbGRAM TITLE: Southold Youth Services PERSONAL SERVICES: FUND T'{?=: 7 POSmONTITLE RATE OF PAY TOTAlOCFS PROGRAM AMOUNT (1) , . $ $ $ $ $ $ $ $ $ $ $ $ $ $' TOTAl SAlARIES AND WAGE\'I. $ TOTAl FRINGE BENEFITS $ TOTAL PERSONAL SERVICES (1) $ -(f) - "-tff) -(!) $ $ $ CONTRAClED SERVICES AND STIPENDS "lYPEOFseRvta=ORcoilSUt.TANfTm..E RATE OF PAY:. .F.amH Serv.ice Lea ue $ R'I. . .$ ..--,- .....-.... .., .$ TOTAL CONTRACTED SERVICES (2) .1 ~./<f'5 ..t-.." BASE (S.M.liRl Y$ $ ;" $ $ TOTAl OCFS PROGRAM MlOUNT(1j' ~ .~ TOTAL MAINTENANCE & OPERATION (3) I $ -,- (!) LIST EQUIPMENT TO BE PURCHASED OR RENTED: (UNIT COST OVER S200 AND LIFE EXPECTANCY OF OVER TWO YEARS) 1$ l FACIUTY REPAIRS PROGRAM SITE ADDRESS I~ " f:t~h-,l;.\j:~~~firl~.*" .;:J ~t.....-:;b't~~'~~~.l"-4'ri-'':' ". ~~~~~i~~t;.~~~~~:::.~'~ ': ". "'T~~W.r.;:'W~y,.-:~3.$~'i'?,~, ,.>:. " TOTAL FACILITY REPAIRS (4) $ -,0 - s TOTAL OCFS PROGRAM AMOUNT I /~ / RS s I . G? TOTAL OCFS FUNDS REQUESTED I S ----.... LIST OF OTHER FLlNDING SOLlRCES S REIMBURSABLE TOTAL $ MUNICIPAL FUNDING $ OTHER SOLlRCES .. . USE AN ASTERiSK NEXT TO THE FIGURES USTED TO IDENTIFY THOSE fTEUS FOR WHICH OCFS REIUBURSEMEIfl' IS NOT BEING REQUESTED. . ......~ ,..,., ,...,..,' ,rU=ArT"ICVnAJ/ V IW KINn ""FRvrrFs Fnt tfPUFNr. ETG D.ONA TED TO pROGRAM. WlfERE NJ..OWEO. Schedule of Payments Advance of Percentage of Advance of the Total Cost of Agreement as set forth on page 1 of this Agreement or of an amendment. Reimbursement for actual expenses of the month ofJanuary. Reimbursement for actual expenses of the month of February. Reimbursement for actual expenses of the month of March. Reimbursement for actual expenses of the month of April. Reimbursement for actual expenses of the month of May. Reimbursement for actual expenses of the month of June. Reimbursement for actual expenses of the month of July. Reimbursement for actual expenses of the month of August. Reimbursement for actual expenses of the month of September. Monthly reimbursements shall cease after payment of actual expenditures through the month of September. The remaining part (October 1 through December 31) of the current Budget Period, shall be financed out of the initial advance, with adjustments to be made at the end of such Budget Period. Y02 Page 2 of Exhibit C H:\MUNLAW\PmJ\YouthW02 ExA 06 rev. 5-2S-Q6.DOC '\. Suffolk County. New York Department of Labor SUFFOLK COUNTY DEPARTMENT OF LABOR - LABOR MEDIATION UNIT UNION ORGANIZING CERTIFICATION/DECLARATION - SUBJECT TO AUDIT If the following definition of "Connty Contractor" (Union Organizing Law Chapter 466-2) applies to the contractor'slbeneficiary's business or transaction with Suffolk County, the contractor/beneficiary must complete Sections I, ill, and N below. If the following definitions do not apply, the contractor/beneficiary must complete Sections n, ill and N below. Completed forms must be submitted to the awarding agency. County Contractor: "Any employer that receives more than $50,000 in County funds for supplying goods or services pursuant to a written contract with the County of Suffolk or any of its agencies; pursuant to a Suffolk County grant; pursuant to a Suffolk County program; pursuant to a Suffolk County reimbursement for services provided in any calendar year; or pursuant to a subcontract with any of the above." Section I The Union Organizing Law applies to this contract. I/we hereby agree to comply with all the provisions of Suffolk County Local Law No. 26-2003, the Suffolk County Union Organizing Law (the law) and, as.such shall not use County funds to assist, promote, or deter union organizing (Chapter 466-3 A), nor seek reimbursement from the County for costs incurred to assist, promote, or deter union organizing. (Cbapter 466-3 B) Check if Applicable I/we further agree to take all action necessary to ensure that County funds are not used to assist, promote, or deter union organizing. (Chapter 466-3 H) GJ I/we further agree that if any expendl1:ures or costs incurred to assist, promote, or deter union organizing are made, I/we shall maintain records sufficient to'show'that no County funds were used for those expenditures and, as applicable, that no reimbursement from County funds has been sought for such costs. I/we agree that such records shall be made available to the pertinent County agency or authority, the County Comptroller, or the County Department of Law upon request. (Chapter 466-3 I) I I/we further affirm to the following: . I/we will not express to employees any false or misleading information that is intended to influence the determination of employee preferences regarding union representation; . I/we will not coerce or intimidate employees, explicitly or implicitly, in selecting or not selecting a bargaining representative; . I/we will not require an employee, individually or in a group, to .attend a meeting or an event that is intended to influence his or her decision in selecting or not selecting a bargaining representative; . I/we understand my/our obligation to limit disruptions caused by prerecognition labor disputes through the adoption of nonconfrontational procedures for the resolution of pre recognition labor disputes with employees engaged in the production of goods or the rendering of services for the County; and . IIwe have or will adopt any or all of the above-referenced procedures, or their functional equivalent, to ensure the efficient, timely, and quality provision 'of goods and services to the County. I/we shall include a list of said procedures in such certification. I/we further agree that every County contract for the provision of services, when such services will be performed on County property, shall include a requirement that I/we adopt a reasonable access agreement, a neutrality agreement, fair communication agreement, no intimidation agreement, and a majority authorization card agreement. I/we further agree that every County contract for the provision of hum an services, when such services are not to be performed on County property, shall include a requirement that I/we adopt, at the least, a neutrality agreement. I/we understand that the efficient, timely, and nondisruptive provision of goods and services is a paramount financial interest of the County of Suffolk and as such, the County expects the potential County contractor to protect the County's financial interest by adopting nonconfrontational procedures for the orderly resolution of labor disputes, including, but not limited to, neutrality agreements, majority authorization card agreements, binding arbitration agreements, fair communication agreements, nonintimidation agreements, and reasonable access agreements. DOL-WI (6/05) 1" Suffolk County, New York Department of Labor Section n The Union Organizing Law does not apply to this contract for the following reason(s): Organization is not an [J employing agency, Check if Applicable Section m Contractor Name: Contractor Address: Federal Employer ID#: Amount of Assistance: Vendor #: Contractor Phone #: Description of project or se Section IV I declare under penalty of perjury under the Laws of the State of New York that the undersigned is authorized to provide this certi~ion, an~ that the above is true and correct fA ,) e>-\A~ .". / D Authorized Signature Date ~. L /U;-/L67J C6o".X't j~/^-, ~IOI'L.()~~ /('01 Print Name and Title of Authorized Represent'ative I ' DOL-LOt (6/05) , . , I; ~. SuholK County, New York DepartmenlofLabor SUFFOLK COUNTY DEPARTMENT OF LABOR - LABOR MEDIATION UNIT UNION ORGANIZING CERTIFICATION/DECLARATION - SUBJECT TO AUDIT If the following definition of "Connty Contractor" (Union Organizing Law Chapter 466-2) applies to the contractor'sfbeneficiary's bnsiness or transaction with Suffolk Couuty, the contractor/beneficiary must complete Sectious I, m, aud IV below. If the following definitions do not apply, the coutractor/beneficiary must complete Sections II, maud IV below. Completed forms must be submitted to the awarding ageucy. County Contractor: "Any employer that receives more than $50,000 in County funds for supplying goods or services pursuant to a written contract with the County of Suffolk or any of its agencies; pursuant to a Suffolk County grant; pursuant to a Suffolk County program; pursuant to a Suffolk County reimbursement for'services provided in any calendar year; or pursuant to a subcontract with any of the above," Section I Check if Applicable D The Union Organizing Law applies to this contract. I1we hereby agree to comply with all the provisions of Suffolk County Local Law No. 26-2003, the Suffolk County Union Organizing Law (the law) and, as such shall not use County funds to assist, promote, or deter union organizing (Chapter 466-3 A), nor seek reimbursement from the County for costs incurred to assist, promote, or deter union organizing. (Chapter 466-3 B) I1we further agree to take all action necessary to ensure that County funds are not used to assist, promote, or deter union organizing. (Chapter 466-3 H) I1we further agree that if any expenclitures or costs in~urred to assist, promote, or deter union organizing are !)lade, I1we shall maintain records sufficient to'show'that no County funds were used for those expenditures and, as applicable, that no reimbursement from County funds has been sought for such costs. I1we agree that such records shall be made available to the pertinent County agency or authority, the County Comptroller, or the County Department of Law upon request. (Chapter 466-3 I) IJwe further affIrm to the following: . I1we will not express to employees any false or misleading information that is intended to influence the determination of employee preferences regarding union representation; . I1we will not coerce or intimidate employees, explicitly or implicitly, in selecting or not selecting a bargaining representative; . I1we will not require an employee, individually or in a group, to attend a meeting or an event that is intended to influence his or her decision in selecting or not selecting a bargaining representative; . I1we understand my/our obligation to limit disruptions caused by prerecognition labor disputes through the adoption of nonconfrontational procedl)1'es for the resolution of pre recognition labor disputes with employees engaged in the production of goods or the rendering of services for the County; and . I1we have or will adopt any or all of the above-referenced procedures, or their functional equivalent, to ensure the efficient, timely, and quality provision of goods and services to the County. I1we shall include a list of said procedures in such certification. I1we further agree that every County contract for the provision of services, when such services will be penormed on County property, shall include a requirement that I1we adopt a reasonable access agreement, a neutrality agreement, fair communication agreement, no intimidation agreement, and a majority authorization card agreement. I1we further agree that every County contract for .the provision of human services, when such services are not to be performed on County property, shall include a requirement that I1we adopt, at the least, a neutrality agreement. I1we understand that the efficient, timely, and nondisruptive provision of goods and services is a paramount financial interest of the County of Suffolk and as such, the County expects the potential County contractor to protect the County's 'financial interest by adopting nonconfrontational procedures for the orderly resolution of labor disputes, including, but not limited to, neutrality agreements, majority authorization card agreements, binding arbitration agreements, fair communication agreements, nonintimidation agreements, and reasonable access agreements, DOL-LO! (6/05) i.\ f'~ S\iirblk Cqunty~ New York Department ofL.bor Section II The Union Organizing Law does not apply to this contract for the following reasonCs): Organization is not an D employing agency. Check if Applicable 1(- (;ODfr3{ ~ vJ 11 0 {?- ~ fA.-~fr:fFederal Emplo~er ID#: ~~b9.s- ~o...~ ... . Amount of ASSIstance: Jt:(O( (~ ou..f-'~ fl '1 '1! Vendor#: ::s 1- :s-=- '6: r Description of project or service: Section ill Contractor Name: Contractor Address: Contractor Phone #: Section IV I declare under pen certification, and ty of perjury under the Laws of the State of New York that the undersigned is authorized to provide this the above is true and correct. Authorized Signature -~ :Ju. Date ~vrH>~ e..- Print Name and Title of Authorized Representative cAS' t:r1 DOL-WI (6/05) '1 'J. " 3. 4. S.a S.b 6. Suffolk County Form 22 Contractor'sNendor'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 1 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. J{/Z/J/(!" ~, liE"" w (]A Zip Code 1. 1/6> Contractor'sNen r' tlame Address () City and State Contracting Department's Name Address 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 $1,000? _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.) 2. 7. 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). '. 8. Does contractor/vendor derive 50% or more of its total revenues from its contractual or vendor relationship with Suffolk County?_Yes_No. 9. 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 if not applicable.) 10. The undersigned shall include this Contractor'sNendor',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 Il 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 1 through 11 herein: a) Hospital b) Educational or governmental 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 enalties of peIjury, that he/she has read and understood the fore ing statements and that they to his/her own knowledge, true. Dated: Printed Name of Signer: Title of Signer: Name of ContractorNendor: UNIFORM CERTIFlCATE OF ACKNOWLEDGMENT (Within New York State) STATE OF NEW YORK) COUNTY OF ) ss.: J On the l dU ~in the year 200~before me, the undersigi1ed, personally appeared f~,J --=13 OOr S7t. 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/ ey executed the e in his/her/their capacity(ies) and that by his/her/their signature(s) on the instru t, the individual ,or e person upon behalf of which the individua1(s) acted, executed the ins n . (signature . g acknowledgement) Page 2 of 3 Public Disclosure Form .. , UNIFORM CERTIFICATE OF ACKNOWLEDGEMENT (Without New York State) STATE OF ) )ss.: ) COUNTY OF On the day of in the year 2004 before me, the undersigned, personally appeared personally known tome 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 his/her/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 ;md office of individual taking acknowledgement) Contractor'sNendor's Public Disclosure Statement Form (Rev. 3/04) Page 3 of 3 Public Disclosure Form H:\MUNLA VV\PmJ\Master Forms\Public disclosure SOP 04 form.doc " 7. 8. 9. 10. Suffolk County Form 22 Contractor'sNendor'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 1 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. 61d 5.b Contractor'sNendor's N Address City and State 0 Contracting Department's Name Address 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 $1,000? _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.) Zip Code 2. 3. , 4. 5.a 6. 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 if not applicable.) The undersigned shall include this Contractor'sNendor',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 Yark. 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 (I5 %) 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 1 through 11 herein: _ a) Hospital -=+- b) Educational or governmental 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. Verificati\,lll. TIris 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 peIjury, that he/she has read and understood the foregoing statements and that they are, to hislher own owledge, true. Signed: Dated: '7 - il"'" - 06 Printed Name of Signer: Title of Signer: Name of ContractorNendor: UNIFORM CERTIFlCATE OF ACKNOWLEDGMENT (Within New Yark State) H STATE OF NEWYORK) COUNTY OF 5I1FFo~) ss.: ~ ~OO~ . On th day of in the year 2OOrl- before me, the undersigiled, personally appeared 5 Co~. fj. . 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 hislher/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ~d' (J r2~nf1"x-J (signa ure and dffice of individual taking acknowledgement) LINDA J COOPER NOTARY PUBLIC, State of New York NO. 01 C04822563, Suffolk Coup,ty T~rm Expires December 31, 20Llf2 Page 2 of 3 Public Disclosure Form . , . UNIFORM CERTIFICATE OF ACKNOWLEDGEMENT (Without New York State) STATE OF ) )ss.: ) COUNTY OF On the day of in the year 2004 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 helshelthey executed the same in hislher/their capacity(ies) and that by hislher/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 dr other place the acknowledgement 1 was taken) (signature @d office of individual taking acknowledgement) Contractor'sNendor's Public Disclosure Statement Form (Rev. 3/04) Page 3 of 3 Public Disclosure Form H:\MUNLA W\Pm,i\Master Forms\Public disclosure SOP 04 form-doc