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HomeMy WebLinkAboutOffice for the Aging - Vehicle LeaseRESOLUTION 2008-1071 ADOPTED DOC ID: 4523 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2008-1071 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 16, 2008: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Lease Agreement (Agreement No. 525-CAP- CAP-1749.519-07) between Suffolk County Office for the Aging and the Town of Southold for acquisition of a 2008 Ford E450, 14-passenger transit bus~ Vehicle Identification No. 1FD4E45S88DB51057, for use by the Human Resource Center for a term commencing on November 1, 2008 through October 31,2013, subject to the approval of the Town Attorney. Elizabeth A. Neville Southoid Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Albert Krupski Jr., Councilman SECONDER: Vincem Orlando, Councilman AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans, Russell SUFFOLK COUNTY DEPARTMENT OF LABOR -LIVING WAGE UNIT LIVING WAGE CERTIFICATION/DECLARATION - SUBJECT TO AUDIT If either of the following definitions of 'compensation' (Living Wage Law Chapter 347 - 2) applies to the contractor's/recipient's business or transaction with Suffolk County, the contractor/recipient must complete Sections 1, 3, 4 below; and Form LW-I (Notice of Application for County Compensation). If the following definitions do not apply, the contractor/recipient must complete Sections 2, 3 and 4 below. Completed forms must be submitted to the awarding agency. "Any grant, loan, tax incentive or abatement, bond fmancing subsidy or other form of compensation of more that $50,000 which is realized by or provided to an employer of at least ten (10) employees by or through the authority or approval of the County of Suffolk," or "Any service contract or subcontract let to a contractor with ten (10) or more employees by the County of Suffolk for the fumishing of services to or for the County of Suffolk (except contracts where services are incidental to the delivery of products, equipment or commodities) which involve an expenditure equal to or greater than $10,000. For the purposes of this defmition, the amount of expenditure for more than one contract for the same service shall be aggregated. A contract for the purchase or lease of goods, products, equipment, supplies or other property is not 'compensation' for the purposes of this definition." Section I The Living Wage Law applies to this contract. I/we hereby agree to comply with all the provisions of Suffolk County Local Law No. 12-2001, the Suffolk County Living Wage Law (the Law) and, as such. will provide to all full, part-time or temporary -~ employed persons who perform work or render services on or for a project, matter, contract or subcontract where th~s company has received compensation, from the County of Suffolk as defined in the Law (compensation) a wage rate of no less than $10.69 ($9.25 for child care providers) per hour worked with health benefits, as described in the Law, or Check if otherwise $12.17 ($10.50 for child care providers) per hour or the rates as may be adjusted annually in accordance with the Law. applicable (Chapter 347-3 B) I/we further agree that any tenant or leascholder of this company that employs at least ten (10) persons and occupies property or uses equipment or property that is improved or developed as a result of compensation or any contxactor or subcontractor of this company that employs at least ten (10) persons in producing or providing goods or sendces to this company that are used in the project or matter for which this company has received compensation shall comply with all the provisions of the Law, including those specified above. (Chapter 347-2) I/we further agree to permit access to work sites and relevant payroll records by authorized County representatives for the propose of monitorthg compliance with regulations under this Chapter of the Suffolk County Code, investigating employee complaints of noncompliance and evaluating the operation and effects of this Chapter, including the production for inspection & copying of payroll records for any or all employees for the term of the contract or for five (5) years, whichever period of compliance is longer. Alt payroll and benefit records required by the County will be maintained for inspection for a similar period of time. (Chapter 347-7 D) The County Department of Labor shall review the records of any Covered Employer at least once eveN three years to verify compliance with the provisions of the Law. (Chapter 347-4 C) The Living Wage Law does not apply to this contract for the following reason(s): Section I! vehicle lease - no cost to County Check if applicable Section lli Contractor Name: Contractor Addsess: Contractor Phone #: Town of Southold 53095 Main Road/PO Box t t79 Southold, NY 11971 Federal Employer ID~: t t-6001939 Amount of Assistance: $0 Vendor #: n/a Description of project or service: vehicle lease (VIN 1FD4E45S88DB$1057) Section IV . . ~ .... I declare under pan~ of perjmT under the Laws of thc State of New York that the undersigned is authorized t, t~,,~eOVl de this certlficataon, and that the above i~and correct. ~ /~ ~ _. ~, Authorized Signature Date / Print Name and Title'of Authorized Representative / ' LW 38 (revised 4-05, replaces forms LW2, LW3, and LW33) Law No.L-AG- 001 Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease Lease Agreement This Agreement of Lease is between the County of Suffolk (Lessor), a municipal corporation of the State of New York, having its principal office at the County Center, Riverhead, New York 11901, acting through its duly constituted Office for the Aging (Aging), located at H. Lee Dennison Building, 100 Veterans Memorial Highway, P. O. Box 6100, Hauppauge, New York 11788-0099; and Town of Southold (Lessee), a New York municipal corporation, having its principal place of business at 53095 Main Road, PO Box 1179, Southold, NY 11971-0959. The parties hereto desire to make a vehicle available to be used to transport elderly residents of Suffolk County to enable them to participate in County, State and/or Federal programs for the elderly. Term of Agreement: Shall be from November 1, 2008 through October 31, 2013, unless terminated or extended as provided in Exhibit A. Total Cost of Agreement: No Cost to County Terms and Conditions: Shall be as set forth in Exhibit A attached. In Witness Whereof, the parties hereto have executed this Agreement as of the latest date written below. Town of Southold County of Suffolk By &Llrtt By: Scott A. Russell Name l l ZWIRN Supervisor Deputy Cpunty ile Fed. Taxpayer ID# 11-6001939 Date: Date: a a Approved: Approved as to Form, Legality: s� Christine Malafi Holly hodes-Teague Date Suffolk County Attorney Director, Office for the Aging Recommended: By: Jacqueline gaputi By. (�=� P�� � /i 3 /0 Assistant County Attorney Anna Prencipe Date Date: Food Service Supervisor l z i l 0 AG23 (02/00) soutold"lide lease agree 2008 Law No. —-AG- Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease TABLE OF CONTENTS Exhibit A 1. Purpose of Lease; Use of Vehicle 3 2. Term 3 3. Termination of Lease 3 4. Extension of Lease 3 5. Rent 3 6. End of Term; Rental Charges 4 7. Title and Registration 4 8. Condition and Maintenance 4 9. Alterations and Additions 4 10, Sole Responsibility of Lessee 4 11. Operational Information and Inspections 5 12. Compliance With Requirements 5 13. Lessee's Rights and Obligations 5 14. Risk of Loss; Insurance and Indemnification 5 15. Accident Notification 6 16. Notices and Contact Persons 6 17. Damage To or Destruction of Vehicle 8 18. Application of Insurance Proceeds 8 19. Non-Discrimination in Services 8 20. Arrears or Default 9 21. No Gratuities 9 22. Independent Contractor 9 23. Assignability 10 24. Publications 10 25. No Intended Third Party Beneficiaries 10 26. Cooperation on Claims 10 27. Governing Law 10 28. Severability; No Implied Waiver 10 29. Entire Agreement 11 30. No Oral Changes 11 EXHIBIT B Page 2 of 12 Law No. _-AG- Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease Exhibit A 1. Purpose of Lease; Use of Vehicle The purpose of this Lease is to assist the Lessee in providing services to elderly residents of Suffolk County under separate contract(s) entered into between the Lessor and the Lessee, by the leasing to the Lessee of a Lessor-owned vehicle more particularly described in Exhibit B to this Agreement (the "Vehicle"). Lessor hereby leases the Vehicle to Lessee solely for the purpose of furnishing transportation or other services (such as meals to the homebound) for elderly residents of Suffolk County under such separate contract(s) as may be in effect from time to time during the term of this Agreement between the Lessor, acting through Aging (or such other Lessor office, department or instrumentality as may succeed to the functions of Aging), and the Lessee. Lessee shall not use the Vehicle for any other purpose whatsoever without the prior written consent of the Director of the Suffolk County Office for the Aging (or other officer of Lessor designated to succeed to such Director's functions). Under no circumstances shall the Lessee use or allow the use of the Vehicle in any way contrary to applicable laws, regulations or insurance requirements. 2. Term This Lease shall cover the period provided on the first page hereof, unless sooner terminated or extended as provided under this Agreement. 3. Termination of Lease (a) This Lease may be terminated by the Lessor in the event of failure by the Lessee to fulfill its obligations under this Lease or in the event of the termination or expiration without renewal of one or more of the contracts between the Lessor and the Lessee for services to the elderly referred in paragraph 1 of this Agreement; provided that no such termination shall be effective unless the Lessee is given three (3) calendar days' written notice of intent to terminate, delivered in accordance with the provisions of paragraph 16 of this Agreement. (b) If either party shall deem it in its best interest to terminate this Lease, it shall have the right to do so by giving not less than thirty (30) days prior written notice in accordance with Paragraph 16 of this Agreement. 4. Extension of Lease Upon written notification by Aging to the Lessee, the term of this Lease may be extended for one or more successive periods not in excess of five years per extension on the same terms and conditions; provided, however, that the Lessee does not notify Aging within 30 days after the receipt of such notification of its desire to terminate this Lease at an earlier date, in which event it shall terminate at such earlier date. 5. Rent The Lessee shall pay the Lessor one dollar ($1.00) per Lease Year, receipt waived, so long as the Lessee shall use the Vehicle for the purposes specified in paragraph 1 of this Lease. For any other use of the vehicle, either within the time periods of a lease year or outside of the time Page 3 of 12 r Law No. _-AG- Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease period of a lease year, Lessee shall pay rental charges as provided in paragraph 6 below until return of the Vehicle to the Lessor. 6. End of Term; Rental Charges Upon the expiration of this Lease, or within 24 hours after other termination of this Lease, Lessee shall surrender the Vehicle to Lessor at a facility of Lessor as designated by Aging. If the Lessee fails to surrender the Vehicle, or for any period of use or instance of use of the vehicle for a use not authorized by this Lease, the Lessee shall pay to the Lessor as rental for the use of the Vehicle $150 per day until the Vehicle is surrendered to Lessor. 7. Title and Registration Title to the Vehicle and to all replacements, alterations and additions thereto shall be and remain in the name of the Lessor, but the Lessee shall register the Vehicle in its name as lessee, and the Lessor shall cooperate with the Lessee by temporarily entrusting the certificate of title to the Lessee and otherwise as may be appropriate to procure and maintain such registration. 8. Condition and Maintenance Since the Vehicle is a new vehicle, all manufacturers' warranties are hereby assigned by the Lessor to the Lessee, and the Lessor shall cooperate with Lessee in obtaining warranty period labor and parts. Lessee has reviewed the purchase specifications for the Vehicle and represents that it is familiar therewith and with the owner's and service manuals. Lessee, at Lessee's sole cost and expense, shall perform or cause to be performed all work, ordinary and necessary, foreseen and unforeseen, to maintain the Vehicle in good working order and appearance and in accordance with the manufacturer's manuals and recommended practices. Lessee shall maintain records of all repairs and maintenance performed and the records shall be available to Aging. 9. Alterations and Additions If Lessee is not in default under this Lease, Lessee, at its sole expense, may make reasonable alterations and additions to the Vehicle with the written approval of Aging; provided that any such alterations or additions (a) Shall not change the general character of the Vehicle, reduce its fair market value below such value immediately before such alterations or additions or impair its usefulness for the purpose provided in paragraph 1 of this Lease; (b) Are effected with due diligence, in a good and workmanlike manner and in compliance with applicable laws, regulations and insurance requirements; and (c) Are promptly and fully paid for by Lessee. 10. Sole Responsibility of Lessee Nothing in this Lease or in any approval under the foregoing paragraph 8 shall constitute any consent or request by the Lessor, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in connection with the Vehicle or any part or equipment thereof, and nothing in this Lease shall give Lessee any right or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property for the account of or as a liability or obligation of the Lessor. Page 4 of 12 Law No. _-AG- Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease 11. Operational Information and Inspections Lessee shall provide such information relating to the use and operation of the Vehicle as may be requested from time to time by the Lessor. Upon written notification from Aging, Lessee shall make the Vehicle available for inspection at reasonable times and locations. The Lessor shall not have any duty to make any such inspection and shall not incur any liability or obligation for not making such inspection. 12. Compliance With Requirements Lessee, at its sole expense, shall promptly (a) Comply with all legal requirements, whether or not such compliance shall require structural changes in the Vehicle or interfere with its use, and (b) Procure, maintain and comply with all permits, licenses or other authorizations and comply with all applicable Federal, State, County and local laws, regulations or rulings, applicable to the Vehicle or to Lessee's use thereof. 13. Lessee's Rights and Obligations (a) Lessee will expend whatever funds are necessary to insure that the Vehicle is properly maintained in operable condition. (b) Lessee will return the Vehicle to the Lessor in the same condition as when received except for normal wear and tear and mileage. (c) In lieu of making necessary repairs to the Vehicle and returning it upon the expiration or termination of this Lease, the Lessee may at its option elect to pay the Lessor the fair market value of the Vehicle and obtain title to the vehicle. 14. Risk of Loss; Insurance and Indemnification (a) The Lessee assumes responsibility for all risks of loss through physical damage, including without limitation collision and comprehensive losses, to the Vehicle and to any part or equipment thereof. (b) The Lessee agrees to procure, pay the entire premium for and maintain throughout the term of this Agreement insurance in amounts and types specified by the Lessor. Unless otherwise specified by the Lessor and agreed to by the Lessee, in writing, such insurance will be as follows: (i) COMMERCIAL GENERAL LIABILITY INSURANCE, insurance, including contractual liability coverage, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence for bodily injury and Two Million Dollars ($2,000,000.00) per occurrence for property damage. (ii) AUTOMOBILE LIABILITY INSURANCE in an amount not less than Five Hundred Thousand Dollars ($500,000) per person, per accident, for bodily injury and not less than One Hundred Thousand ($100,000.00) for property damage per occurrence and PHYSICAL DAMAGE COVERAGE in an amount equal to the value of the vehicle as described in the paragraph below headed, "Damage to or Destruction of Vehicle". Page 5 of 12 Law No. _-AG- Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease (iii)WORKERS' COMPENSATION and EMPLOYER'S LIABILITY INSURANCE in compliance with all applicable New York State laws and regulations and DISABILITY BENEFITS INSURANCE if required by law and shall furnish to the Lessor prior to execution of this Agreement 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' Compensation Law. In accordance with General Municipal Law § 108, this Agreement shall be void and of no effect unless the Lessee shall provide and maintain coverage during the term of this Agreement for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law. (c) All policies providing such coverage shall be issued by insurance companies with an A.M. Best rating of A- or better. (d) The Lessee shall furnish to the Lessor Declaration Pages for each such policy of insurance, and, upon request, a true and certified original copy of each such policy, evidencing compliance with the aforesaid insurance requirements. In the case of commercial general liability insurance, the County of Suffolk shall be named as an additional insured and Lessee shall furnish a Declaration Page and endorsement page evidencing the Lessor's status as an additional insured on said policy. (e) Furthermore, to the extent permitted by law, the Lessee agrees that it shall protect, indemnify and hold harmless the Lessor, its consultant (if any), officers, officials, employees, contractors, agents and other persons from and against all liabilities, fines, penalties, actions, damages, demands, losses, claims, costs, judgments, liens, encumbrances and expenses, suits or actions and reasonable attorneys' fees, by reason of liability imposed by law for damage because of bodily injury, including death at any time resulting therefrom, sustained by any person or persons, or on account of damage to property, arising out of the acts or omissions or negligence of the Lessee , its agents, employees or subcontractors or of other persons, in connection with the use of the vehicle described or referred to in this Agreement. The Lessee shall defend the Lessor and its officers, officials, employees, contractors, agents and other persons in any suit, including appeals, or at the Lessor's option, pay reasonable attorneys' fees for defense of any such suit arising out of the acts or omissions or negligence of the Lessee, its officers, officials, employees, subcontractors or agents, if any, in connection with its use of the vehicle, or in connection with services described or referred to in this Agreement. 15. Accident Notification The Lessee shall notify its insurance carrier, and Aging, verbally and in writing within twenty-four (24) hours after any accident involving the vehicle. Without limitation, such communications shall include a copy of any accident report and the names and addresses of any persons alleging personal injury or property damage in connection with such accident. 16. Notices and Contact Persons 1. Operational Notices Any communication, notice, claim for payment, reports, insurance, or other submission Page 6 of 12 R Law No. _-AG- Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease necessary or required to be made by the parties regarding this Agreement shall be in writing and shall be given to the Lessor or the Lessee or their designated representative at the following addresses or at such other address that may be specified in writing by the parties and must be delivered as follows: For the Department: By Regular or Certified Mail in Postpaid Envelope or by Courier Service or by Fax or by Email Holly S. Rhodes-Teague, Director Suffolk County Office for the Aging H. Lee Dennison Building 100 Veterans Memorial Highway, P.O. Box 6100 Hauppauge, New York 11788-0099 For the Lessee: By Regular or Certified Mail in Postpaid Envelope or by Courier Service or by Fax or by Email 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. 2. Notices Relating to Termination and/or Litigation In the event the Lessee 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 proceeding related to this Agreement, the Lessee shall immediately deliver to the County Attorney, at the address set forth below, copies of all papers filed by or against the Lessee. Any communication or notice regarding termination shall be in writing and shall be given to the Lessor or the Lessee or their designated representative at the following addresses or at such other addresses that may be specified in writing by the parties and must be delivered as follows: For the Lessor: By Regular and Certified Mail in Postpaid Envelope or by Nationally Recognized Courier Service or Personally and by First Class Mail Holly S. Rhodes-Teague, Director Suffolk County Office for the Aging H. Lee Dennison Building 100 Veterans Memorial Highway, P.O. Box 6100 Hauppauge, New York 11788-0099 and Christine Malafi, County Attorney Suffolk County Department of Law H. Lee Dennison Building 100 Veterans Memorial Highway Hauppauge, New York 11788 Page 7 of 12 Law No. _-AG- Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease For Lessee: By Regular and Certified Mail in Postpaid Envelope or by Nationally Recognized Courier Service or Personally and by First Class Mail At the address set forth on page one of this Agreement, attention to the person who executed this Agreement or such other designee as the parties may agree in writing. 3. Notices shall be deemed to have been duly delivered (i) if mailed by registered or certified mail, upon the seventh business day after the mailing thereof; or (ii) if by nationally recognized overnight courier service, upon the first business day subsequent to the transmittal thereof; or (iii) if personally, pursuant to New York Civil Practice Law and Rules Section 311; or (iv) if by fax or email, upon the transmittal thereof. "Business Day" shall be defined as any day except a Saturday, a Sunday, or any day in which commercial banks are required or authorized to close in Suffolk County, New York. 4. Each party shall give prompt written notice to the other party of the appointment of successor(s) to the designated contact person(s) or his or her designated successor(s). 17. Damage To or Destruction of Vehicle In case of any material damage to or loss or destruction of the vehicle or of its equipment, the Lessee shall give notice as provided in the foregoing paragraph headed, "Accident Notification", generally describing the nature and extent of such damage, loss or destruction, and the time, place and circumstances thereof, and shall promptly replace or repair the vehicle and/or its equipment at least to the condition that it was in immediately prior to the damage, loss or destruction. 18. Application of Insurance Proceeds In the event of damage to or loss or destruction of the Vehicle or any part or equipment thereof, Lessee shall use any proceeds of insurance solely to repair or replace the Vehicle or its equipment and for no other purpose, and, if not so used, such proceeds and the Vehicle shall be forthwith turned over to the Lessor. 19. Non-Discrimination in Services During the performance of this Agreement: (a) The Lessee shall not, on the grounds of race, creed, color, national origin, sex, age, disability, sexual orientation, military status or marital status: i. deny any individual any services or other benefits provided pursuant to this Agreement; or ii. provide any services or other benefits to an individual that are different, or are provided in a different manner, from those provided to others pursuant to this Agreement; or iii. subject an individual to segregation or separate treatment in any matter related to the individual's receipt of any service(s) or other benefits provided Page 8 of 12 Law No. _-AG- Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease pursuant to this Agreement; or iv. restrict an individual in any way in the enjoyment of any advantage or privilege enjoyed by others receiving any services or other benefits provided pursuant to this Agreement; or V. treat an individual differently from others in determining whether or not the individual satisfies any eligibility or other requirements or condition which individuals must meet in order to receive any aid, care, service(s) or other benefits provided pursuant to this Agreement. (b) The Lessee shall not utilize criteria or methods of administration which have the effect of subjecting individuals to discrimination because of their race, creed, color, national origin, sex, age, disability, sexual orientation, military status or marital status, or have the effect of defeating or substantially impairing accomplishment of the objectives of this Agreement in respect to individuals of a particular race, creed, color, national origin, sex, age, disability, sexual orientation, military status or marital status, in determining: i. the types of service(s) or other benefits to be provided, or ii. the class of individuals to whom, or the situations in which, such service(s) or other benefits will be provided; or iii. the class of individuals to be afforded an opportunity to receive services. 20. Arrears or Default The Lessee warrants that it is not, and shall not be during the term of this Agreement, in arrears to the LESSOR for taxes or upon debt or contract and is not, and shall not be during the term of this Agreement, in default as surety, Lessee or otherwise on any obligation to the LESSOR. 21. No Gratuities The Lessee represents and warrants that it has not offered or given any gratuity to any official, employee or agent of Suffolk County or New York State or of any political party, with the purpose or intent of securing an agreement or securing favorable treatment with respect to the awarding or amending of an agreement or the making of any determinations with respect to the performance of an agreement, and that the signer of this Lease has read and is familiar with the provisions of Local Law No. 32-1980 of Suffolk County (Chapter 386 of the Suffolk County Code). 22. Independent Contractor It is expressly agreed that the Lessee's status hereunder is that of an independent contractor. Neither the Lessee nor any person hired by the Lessee shall be considered employees of the Lessor for any purpose whatsoever. Page 9 of 12 Law No. _-AG- Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease 23. Assignability The Lessee shall not assign, transfer, convey, sublet or otherwise dispose of this Lease, or any of its right, title or interest therein, or its power to execute this Lease, or assign all or any portion of the monies that may be due or become due to the Lessee under the terms of this Lease, to any other person or corporation, without the prior consent in writing of the Lessor, and any attempt to do any of the foregoing without such consent shall be of no effect. 24. Publications (a) The Lessee shall not issue or publish any book, article, announcement, report, radio, television, data communication or other publication or publicity relating to the use of the vehicle without prior written permission from the Lessor. Any such publication shall bear a statement acknowledging the cooperation and/or funding by the County of Suffolk — Steve Levy, County Executive. (b) The Lessee shall maintain the following identifying text conspicuously on the vehicle: Funding Provided by Suffolk County through the Suffolk County Office for the Aging 25. No Intended Third Party Beneficiaries This Agreement is entered into solely for the benefit of Lessor and Lessee. No third party shall be deemed a beneficiary of this Agreement, and no third party shall have the right to make any claim or assert any right under this Agreement. 26. Cooperation on Claims The Lessee hereto agrees to render diligently to the Lessor, without compensation, any and all cooperation, that may be required to defend the Lessor, its employees and designated representatives against any claim, demand or action that may be brought against the Lessor, its employees or designated representatives in connection with this Agreement. 27. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws. Venues shall be designated in Suffolk County, New York or the United States District Court for the Eastern District of New York 28. Severability; No Implied Waiver (a) It is expressly agreed that if any term or provision of this Agreement, or the application thereof to any person or circumstance, shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; and every other term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law. Page 10 of 12 Law No. _-AG- Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease (b) No waiver shall be inferred from any failure or forbearance of the Lessor 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. 29. Entire Agreement It is expressly agreed that this instrument represents the entire agreement of the parties and that all previous understandings are merged in this Lease. 30. No Oral Changes No modification of this Lease shall be valid unless written in the form of an Addendum or Amendment signed by both parties. — End of Text — Page 11 of 12 Law No. —-AG- Agreement No. 525-CAP-CAP-1749.519-07 Vehicle Lease Exhibit B Vehicle Specifications for Lease Between The County Of Suffolk and Town of Southold Manufacturer: Ford Motor Company Type of Vehicle: 14 Passenger Transit Bus Year and Make: 2008 E450 Model: Phoenix Vehicle Identification Number: 1FD4E45S88DB51057 Color: White Other Identifying Features and Special Equipment: 10 passenger, 2 wheelchair, 2 forward facing flip seats Page 12 of 12 Exhibit Suffolk County Legislative Requirements 1. Contractor'sNendor's Public Disclosure Statement The Contractor represents and warrants that it has filed with the Comptroller of Suffolk County the verified public disclosure statement required by Suffolk County Administrative Code Article V, Section A5- 7 and shall file an update of such statement with the said Comptroller on or before the 31 st day of January in each year of this Agreement's duration. The Contractor acknowledges that such filing is a material, contractual and statutory duty and that the failure to file such statement shall constitute a material breach of this Agreement, for which the County shall be entitled, upon a determination that such breach has occurred, to damages, in addition to all other legal remedies, of fifteen percent (15%) of the amount of the Agreement. Required Form: Suffolk County Form SCEX 22; entitled "Contractor'sNendor's Public Disclosure Statement" 2. Living Wage Law This Agreement is subject to the Living Wage Law of the 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 of the 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 Forms: Suffolk County Living Wage Form LW-1; entitled "Suffolk County Department of Labor- Living Wage Unit Notice of Application for County Compensation (Contract)" Suffolk County Living Wage Form LW-38; entitled "Suffolk County Department of Labor- Living Wage Unit Living Wage Certification/Declaration-Subject To Audit" 3, Use of County Resources to Interfere with Collective Bargaining Activities, Local Law No.26-2003 The Contractor represents and warrants that it has read and is familiar with the requirements of Chapter 466, Article 1 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 organizing. 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. 1 of 4 pages y If Contractor services are performed on County property the Contractor must adopt a reasonable access agreement, a neutrality agreement, fair communication agreement, nonintimidation agreement and a majority authorization card agreement. ' If Contractor services are for the provision of human services and such services are not to be performed on County property, the Contractor must adopt, at the least, a neutrality agreement. Under the provisions of Local Law No. 26-2003, the County shall have the authority, under appropriate circumstances, to terminate this Agreement and to seek other remedies as set forth therein, for violations of this Law. Required Form: Suffolk County Labor Law Form DOL-1-01; entitled "Suffolk County Department of Labor—Labor Mediation Unit Union Organizing Certification/Declaration— Subject to Audit" 4. Lawful Hiring of Employees Law This Agreement is subject to the Lawful Hiring of Employees Law of the County of Suffolk (Local Law 52-2006). It provides that all covered employers, (as defined), and the owners thereof,as the case may be, that are recipients of compensation from the County through any grant, loan, subsidy, funding, appropriation, payment, tax incentive, contract, subcontract, license agreement, lease or other financial compensation agreement issued by the County or an awarding agency, where such compensation is one hundred percent (100%) funded by the County, shall submit a completed sworn affidavit (under penalty of perjury), the form of which is attached, certifying that they have complied, in good faith, with the requirements of Title 8 of the United States Code Section 1324a with respect to the hiring of covered employees (as defined) and with respect to the alien and nationality status of the owners thereof. The affidavit shall be executed by an authorized representative of the covered employer or owner,as the case may be; shall be part of any executed contract, subcontract, license agreement, lease or other financial compensation agreement with the County; and shall be made available to the public upon request. All contractors and subcontractors (as defined) of covered employers, and the owners thereof, as the case may be, that are assigned to perform work in connection with a County contract, subcontract, license agreement, lease or other financial compensation agreement issued by the County or awarding agency, where such compensation is one hundred percent (100%) funded by the County, shall submit to the covered employer a completed sworn affidavit (under penalty of perjury), the form of which is attached, certifying that they have complied, in good faith, with the requirements of Title 8 of the United States Code Section 1324a with respect to the hiring of covered employees and with respect to the alien and nationality status of the owners thereof, as the case may be. The affidavit shall be executed by an authorized representative of the contractor, subcontractor, or owner, as the case may be; shall be part of any executed contract, subcontract, license agreement, lease or other financial compensation agreement between the covered employer and the County; and shall be made available to the public upon request. An updated affidavit shall be submitted by each such employer, owner, contractor and subcontractor no later than January 1 of each year for the duration of any contract and upon the renewal or amendment of the contract, and whenever a new contractor or subcontractor is hired under the terms of the contract. The Contractor acknowledges that such filings are a material, contractual and statutory duty and that the failure to file any such statement shall constitute a material breach of this agreement. Under the provisions of the Lawful Hiring of Employees Law, the County shall have the authority to terminate this Agreement for violations of this Law and to seek other remedies available under the law. 2 of 4 pages } This Agreement is subject to the Lawful Hiring of Employees Law of the County of Suffolk, Suffolk County Code Chapter 234, as more fully set forth in the Exhibit collectively referred to as the "Suffolk County Legislative Requirements." In accordance with this law, Contractor or employer, as the case may be, and any subcontractor or owner, as the case.may be, agree to maintain the documentation mandated to be kept by this law on site at all times. Contractor or employer, as the case may be, and any subcontractor or owner, as the case may be, further agree that employee sign-in sheets and register/log books shall be kept on site at all times during working hours and all covered employees, as defined in the law, shall be required to sign such sign in sheets/register/log books to indicate their presence on the site during such working hours. The Contractor represents and warrants that it has read, is in compliance with, and shall comply with the requirements of Suffolk County Code Chapter 234, Suffolk County Local Law No. 52-2006, the Lawful Hiring of Employees Law. Required Forms: Suffolk County Lawful Hiring of Employees Law Form LHE-1; entitled 'Suffolk County Department of Labor—"Notice Of Application To Certify Compliance With Federal Law(8 U.S.C. SECTION 1324a) With Respect To Lawful Hiring of Employees" "Affidavit Of Compliance With The Requirements Of 8 U.S.C. Section 1324a With Respect To Lawful Hiring Of Employees" Form LHE-2. 5. Gratuities The Contractor represents and warrants that it has not offered or given any gratuity to any official, employee or agent of Suffolk County or New York State or of any political party, with the purpose or intent of securing an agreement or securing favorable treatment with respect to the awarding or amending of an agreement or the making of any determinations with respect to the performance of 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 County (Chapter 386 of the Suffolk County Code). 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas The Contractor represents that it is in compliance with Suffolk County Administrative Code Article IV, §§A4-13 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 orgoods and services shall be awarded by the County to a business previously incorporated within the U.S.A. that has reincorporated outside the U.S.A. 7. Child Sexual Abuse Reporting Policy The Contractor agrees to comply with Chapter 577, Article IV, of the Suffolk County Code, entitled "Child Sexual Abuse Reporting Policy", as now in effect or amended hereafter or of any other Suffolk County Local Law that may become applicable during the term of this Agreement with regard to child sexual abuse reporting policy. S. 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, §§143-5 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." 3 of 4 pages 9. Use of Funds in Prosecution of Civil Actions Prohibited Pursuant to the Suffolk County Code Section §590-3, the Contractor represents that it shall not use any of the moneys received under this Agreement, either directly or indirectly, in connection with the prosecution of any civil action against the County of Suffolk or any of its programs, funded by the County, in part or in whole, in any jurisdiction or any judicial or administrative forum. 10. Work Experience Participation If the Contractor is a nonprofit or governmental agency or institution, each of the Contractor's locations in Suffolk County at which services are provided under this Agreement shall be a work site for public- assistance clients of Suffolk County pursuant to Local Law No. 15-1993 at all times during the term of this Agreement. If no Memorandum of Understanding ("MOU") with the Suffolk County Department of Labor for work experience is in effect at the beginning of the term of this Agreement, the Contractor, if it is a nonprofit or governmental agency or institution, shall enter into such MOU as soon as possible after the execution of this Agreement and failure to enter into or to perform in accordance with such MOU shall be deemed 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. 11. Suffolk County Local Laws Website Address Suffolk County Local Laws, Rules and Regulations can be found on the Suffolk Countyweb site at www.co.suffolk<httP'//www.co-sbffolk.ny.Lis>. Click on "Laws of Suffolk County' under"Suffolk County Links." End of Text for Exhibit II 4 of 4 pages r 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 I 1 below,so indicate at paragraph number 12 below setting forth the reason for such exemption. Notwithstanding such exempt status,you must execute this form below before a notary public. 1. Contractor's/Vendor'sName /[,/�! j 60QL1&21-A Address /0 O . j p 'e // 7 9 2'�S City and State 6ftrjtfoz � n c .V. �/ Zip Code //q'7/ 2. Contracting Department's Name Seraf� JSP N!u iz SEZ✓c e c r Address P. v. 3ox 85 �5U /J/iCIE) L / ,4 ZZ; 77,( 3. Payee Identification or Social Security No. . J 4. Type of Business—Corporation Partnership_Sole Proprietorship Other S.a Is contractor/vendor entering into or has contractor/vendor entered into a contract with Suffolk County in excess of$1,000? yes No. S.b 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. 6. 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.) ---------------- 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 stat einents must be certified by a Certified ublic Accountant. (Strike this out if not applicable.) 10. The undersigned shall include this Contractor's/Vendor's Public Disclosure Statement with the contract. (Describe general nature of the contract.) Page I of 3 Public Disclosure Form 11. Remedies. The failure to file a verified public disclosure statement as required under local law shall constitute a material breach of contract. Suffolk County may resort, use or employ any remedies contained in Article II of the Uniform Commercial Code of the State of New York. In addition to all legal remedies, Suffolk County shall be entitled, upon a determination that a breach has occurred, to damages equal to fifteen percent (15%) of the amount of the contract. 12. . If you are one of the entities listed below at a) through c) or you qualify under d)below, you are exempt from completing paragraphs numbered 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 penalties of perjury, t he/she has read and understood the foreg o ng statements and that they are, to his/her own wle Dated: j>B Signed: /1 `' Printed N e o Signer: SCo r1� /� . pc.7A Ss t LL Title of Signer: Sou7Nocy 7oW Al ��9N FK✓i So/Z Name of Contractor/Vendor: 76—L.7A1 t,[TIN ti L UNIFORM CERTIFICATE OF ACKNOWLEDGMENT (Within New York State) STATE OF NEW_XQRK) COUNTY OF Sa /k ) Ss.: . On the 00. da of in the year 2008 before me, the undersigned, personally appeared t'` own to me or proved to me on the basis of satisfactory evidence to be the individual(%) whose name(W) is (a*@) subscribed to the within instrument and acknowledged to me that heleke* y executed the same in hisA eir-capacity(4ae)and that by hisAwoAkeit signatureN on the instrument,the individual(#),or the person upon behalf of which the individual( acted, executed the instrument. (signature and'office o nd1zI ividual laking acknowledgement) LINDA J COOPER NOTARY PUBLIC, State of New York NO. 01C04822563, Suffolk County Term Expires December 31, 20-IV_ 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 2008 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 names) 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 and office of individual taking acknowledgement) Contractor'sNendor's Public Disclosure Statement Form (Rev. 3/04) Page 3 of 3 Public Disclosure Form HATBlumenauerlmaster forms,labels5pub disc form22.doc • r • 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 "County Contractor" (Union Organizing Law Chapter 466-2) applies to the contractor's/beneficiary's business or transaction with Suffolk County, the contractor/beneficiary must complete Sections I, III, and IV below. If the following definitions do not apply, the contractor/beneficiary must complete Sections II, HI and IV 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 to the goods and/or services that are the subject of the contract with the County of Suffolk shall not use County funds to assist,promote, Check if or deter union organizing(Chapter 466-3 A),nor seek reimbursement from the County for costs incurred to assist, Applicable promote,or deter union organizing. (Chapter 466-3 B) 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) 1/we further agree that I/we will not use County property to hold meetings to assist,promote,or deter union organizing.(Chapter 466-3E) I/we further agree that if any expenditures 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 1) I/we further affirm to the following as to the goods and/or services that are the subject of the contractwith the County of Suffolk: • 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 prerecognition labor disputes with employees engaged in the production of goods or the rendering of services for the County;and • I/we 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. Vvve shall include a list of said procedures in such certification. Section II The Union Organizing Law does not apply to this contract for the following reason(s): vehicle lease - $0 contract Check if Applicable DOL-LO1 (3/5/08) • i ` Suffolk County,New York Department of Labor Section III Contractor Name: pLOA.1 L'I' Z417-/-10LA Federal Employer ID,#:�T 93c Contractor Address: _-�-,30 �. f,q z/� ' //77 mount of AssistancE:*� Vendor 4: Contractor Phone#: �OryTi9-CT J � S�i)it� TJ/�v.� {L1 Lau />/r.'r ��/t• �+� yetMp� •SJc 63l-a98 "6O Description ofprojectorservice: ACGUrtf7�N r7� / / ASS 7—jz���T 130.5 fa be a spd fia 2�rUsPo� s�vro2 C r i r zPn s Gnc( P,�Q6/� �AeF 1 fU r)Gt f'�'iv n.e to r r e 'o Af 7-V T[— lin /02 Fe-dera Section IV c..) "�'S rZ� G P(cler I r In the event any part of the Union Organizing Law,Chapter 466 of the Laws of Suffolk County, is found by a court of competent jurisdiction to be preempted by federal and/or state law,this certification/declaration shall be void ob initio. Section V I declare under pe of perjury under the Laws of the State of New York that the undersigned is authorized to provide this certification, and the above i true and correct. �Z Authorize ignature Date Sra r7- A-, 2ussczLz- Sunt>Fz r/ sa�� Print Name and Title of Authorized Representativ DOL-LO1 (3/5/08) PAGE 02/07 ACORD CERTIFICATE OF LIABILITYINSURANCE ROY H REEVE AGENCY, INC. I PO BOX ~4 MATrlTUCK NY 1195,2 INSURERS AFFORDING COVERAGE TOWN OF SOUTHOLD (N~URE~ B: .......... CIO SOU~OLD TO~ HALL I ........... P.O, BOX 1179 ~INSURER~: ............................ COVE~GES I ~ CO~;RC~L GENERAt LIABIL~ H63~000008~0 01101~8 0~10t~9 ~C__~.~RREHCE X CONmACTU~ ~aB~[m. _ 08/13f2008 THI~; CERT[FICATE LS ISSUED AS A MATTER OF INFORMATrON ONLY AND CONFERS NO RIGHTS UPON THE CF~RTIFICATIE HOLDER, TH~ CERTIFICATE DOES NOT AMEND, EXT--cND OR /U. TER THE COVERAGE AFFORDED BY..THE. P_O_LIGIES BELOW NAIC # 1,00S,OOO i OTHER i _ OCCUR I' "1 CLAIMS U~Z)E :~Am OCCLIRRENC. E EMPLOYERS' UAmLffY _ .-r~?__L..l~rr_.~ OTHER: : m DESCriPtiON OF OPE~TIONS&OCATION$~HICLE~/EXCLU~ION~'ADDED BY EN~R~EMENT/~PECIAL PROVI~ION~ THE COUN~ OF SUFFOLK IS LISTED A8 ADDITIONAL. INSURED ~TH RB~PECT TO GENE~L LIABILI~, PRODUCTS'COMP/DP AGG. IS '~,O~,l~O BOOILY ;NJ~J~ .................. CERTIFICATE H OL .D,E.R SUFFOLK COUNTY OFFICE FOR THE AGING P.O. BOX 61D~ HAUPPAUGE, NEW YORK '1 t 788 Attention: ACORD 2'~ (2oel;08) CANCELLATION Cert~ate # 12006 ~ ACORD CORPORATION 1988 ~/i~/z~ ii:.J b~i2~3~b~ ROY REEVE AGENCY PAGE 83/87 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the ce~ficata holder, nor does it affirmatively or negatively amend, extend or alter the coverege afforded by the policies listed thereon, ACORD 25-$ (~.001/08) Certificate #12008