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HomeMy WebLinkAboutYouth Bureau - PRELIMINARYRESOLUTION 2009-819 ADOPTED DOC ID: 5342 THIS 1S TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2009-819 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON OCTOBER 6, 2009: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the 2009 Community Support Initiative Grant Agreement between the Town of Southold and the County of Suffolk for the Town to receive funding in connection with the Southoid Town Youth Bureau to support recreational and social activities, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William Ruland, Councilman SECONDER: Vincent Orlando, Councilman AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans, Russell Rev. 9/17/2009 CSl# 270 2009 Community Support Initiative Agreement This Agreement ("Agreement") is between the County of Suffolk ("County"), acting through the Suffolk County Legislature ("Department"), located at William H. Rogers Building, P.O. Box 6100, Hauppauge, New York. and Town of Southold ("Contractor"), having its principal place of business at P.O. Box 1179, Southold, New York The Contractor has been designated to receive funds from the County for the project and/or activities ("Project") described in Exhibit B, entitled "Community Support Initiative Application", attached hereto and made part of this Agreement, sufficient funding exists in the 2009 Suffolk County Operating Budget pumuant to Procedural Motion # 24-2009. Term of Agreement: January 1,2009 through December 31,2009. Total Cost of Agreement: $2500.00, as set forth in Exhibit B, attached. Terms and Conditions: Shall be as set forth in Exhibits A, Al, B, C, and D, attached hereto and made part of this Agreement. In Witness Whereof, the parties hereto have executed this Agreement as of the latest date written below, Town of South61d By: (SIGNATURE) Name ._,~'.~_,o'(~//-, ~ (PRINT) Fed. Taxpayer ID No. County Of Suffolk By: William J. Lindsay, Presiding Officer Suffolk County Legislature Date: Approved as to Legality: George Nolan, Counsel to the Legislature By: George Nolan Date: Page I of 23 Rev. 9/17/2009 THIS PAGE IS INTENTIONALLY BLANK Page 2 of 23 Rev. 4/6/2009 List of Exhibits Exhibit A General Terms and Conditions 1. Inconsistent Provisions 2. Responsibilities and Representations of the Contractor 3. Proof of Status 4. Reports 5. Term and Termination 6. Payment Terms and Conditions 7. Accounting and Record Keeping 8. Audit Requirements 9. Agreement Subject to Appropriation of Funds 10. Insurance 11. Addresses for Notices, Claims and Reports 12. Offset of Arrears or Default 13. County Documents, Confidentiality 14. No implied Waiver 15. Non-Discrimination in Services 16. Nonsectarian Declaration 17. Independent Contractor 18. No Intended Third Party Beneficiaries 19. Qualifications and Licenses 20. No Assignment 21. Indemnification 22. Federal Copyright Act 23. Furniture, Fixtures, Equipment, Materials, Supplies 24. Venue and Governing Law 25. Severability 26. Merger: No Oral Changes 27. Information Access 28. Set-Off Rights 29. Conflict of Interest Page 3 of 23 Rev. 4~6~2009 Exhibit A1 Suffolk County Legislative Requirements o 4. 5. 6. 7. 8. 9. Living Wage Law Use of County Resoumes to Interfere with Collective Bargaining Activities Local Law No. 26-2003 Lawful Hiring of Employees Law Gratuities Prohibition Against Contracting with Corporations that Reincorporate Overseas Child Sexual Abuse Reporting Policy Non Responsible Bidder Use of Funds in Prosecution of Civil Actions Prohibited Suffolk County Local Laws Website Address Exhibit B Suffolk County Community Support Initiative Application Program Budget Explanation of Costs Exhibit C I. Suffolk County Living Wage Requirements "Suffolk County Living Wage Requirements Exhibit" (LW1, LW38, LW-4 & LW,5 or I~W 42). II. Union Organizing Certification/Declaration - Subject to Audit rev. 6/05 Form LO1 (consists of 2 pages) III. Suffolk County Department of Labor Notice of Application to Certify Compliance with Federal Law With Respect to Lawful Hiring of Employees - Form LHE-1 and LHE-2 or LHE 10 (LHE-2 requires signature and notarization) 'Exhibit D Internal Revenue Service ("IRS") status determination letter "501(c)(3)" Page 4 of 23 Rev. 4/6/2009 Exhibit A General Terms and Conditions WHEREAS, Community Support Initiative funding has been appropriated to support not- for-profit agencies for services including, but not limited to, supplementation of County services for: breast health education and outreach, veterans programs, hospices, senior citizen and youth programs, domestic violence programs, food pantry services, other health and safety programs, and for economic development and revitalization; and WHEREAS, the parties hereto, having mutual interests and purposes in appropriate programs and projects intended to have a demonstrated public benefit and in furtherance of the education, welfare and enjoyment of the people of Suffolk County; and WHEREAS, the Contractor has been designated to receive funds from the County in support of the project and/or activities (the "Project') described in Exhibit B, entitled "Community Support initiative Application" and as more fully set forth in the "Program Budget Explanation of Costs"; and WHEREAS, the Legislature will administer this contract pursuant to Resolution No. 1054-2007; Now, THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration, the parties agree as follows: 1. Inconsistent Provisions The provisions of this Exhibit A shall prevail over inconsistent provisions of any other Exhibit and over any other document not specifically referred to in this Agreement or made a part thereof by this Agreement or by subsequent amendment in writing and signed by both parties, except to the extent that such provisions of Exhibit A are specifically referred to and amended, or superseded by such Exhibit or subsequent amendments. 2. Responsibilities and Representations of the Contractor The Contractor agrees to expend the monies made available pursuant to this Agreement in accordance with this Agreement. The Contractor shall perform all work in accordance with this Agreement. Changes may not be made to the Project description set forth in Exhibit B without prior written approval of the Department. Such approval may be granted provided that the changes are not substantive and do not alter the scope and intent of basic elements of the Project. Page 5 of 23 Rev. 4/6/2009 t The Contractor represents that it is a duly organized and validly existing not-for-profit corporation under the laws of the State of New York, that it has provided documentation of such to the Department, and that it has all requisite power and authority to enter into this Agreement. The Contractor represents that this Agreement has been executed by the Contractor in such manner and form as to comply with all applicable laws to make this Agreement a valid and legally binding act and agreement of the Contractor. The Contractor represents that there is no action, proceeding or investigation now pending, nor any basis therefore, known or believed to exist by the Contractor, which (i) questions the validity of this Agreement, or any action taken or to be taken under it, or (ii) is likely to result in any material adverse change in the authority, property, assets, liabilities, conditions (financial or otherwise) of the Contractor which would materially and substantially impair the Contractor's ability to perform any of the obligations imposed upon the Contractor by this Agreement. fm The Contractor agrees to comply with all applicable federal, state, and local laws and ordinances. TO the extent applicable, the Contractor specifically represents and warrants that it has and shall possess, and that, to the extend 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), registration(s), license(s), permits(s) or other approval(s) required by the State, County or local authorities for the services provided in accordance with this Agreement. Proof of Status The Contractor must submit proof of its status as a nonprofit organization and its tax exempt status under Title 26 Internal Revenue Code §501, including full disclosure of the names of all governors, trustees, and/or board members of the organization. The Contractor shall submit, and supplement as changes occur, a complete list of the names and addresses of each and every officer or other person authorized to execute contracts or sign vouchers for the organization. Reports The Contractor shall be responsible for issuing reports to the Department, as may be requested by the Department, both orally and in writing, from time to time, regarding the status and progress of activities to be performed under this Agreement. Page 6 of 23 Rev. 4/6/2009 Sm dm and Termination The term of this Agreement shall be as set forth on the first page hereof, unless sooner terminated as provided below. This Agreement may be terminated in whole or in part in writing by the County in the event of failure by the Contractor to fulfill its obligations under this Agreement; provided that no such termination shall be effective unless the Contractor is given five (5) calendar days' written notice of intent to terminate ("Notice of Intent to Terminate"), delivered in accordance with paragraph 11 of this Agreement. During such five (5) day period, Contractor shall be given an opportunity for consultation with the County and an opportunity to cure failures of its obligations prior to termination. In the event the Contractor has not cured all failures of its obligations to the satisfaction of the County by the end of the five (5) day period, the County may issue a written "Termination Notice," effective immediately. If the Contractor becomes bankrupt or insolvent or falsifies its records or reports, or misuses its funds from any soume, the County may terminate this Agreement in whole or with respect to any identifiable part of the Project, effective immediately, or, at its option, effective at a later date specified in the notice of such termination to the Contractor. A failure 'to maintain the amount and types of insurance required by this Agreement may result in immediate termination of this Agreement, in the sole discretion of the County. Failure to comply with federal, state or local laws, rules, regulations, or County policies or directives, may result in immediate termination of this Agreement, in the sole discretion of the County. 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 County, may result in immediate termination of this Agreement, in whole or with respect to any identifiable part of the project, in the sole discretion of the County. If the County shall deem it in its best interest to terminate this Agreement in whole or with respect to any identifiable part of the Project, it shall have the right to do so by giving not less than thirty (30) days prior written 'q'ermination Notice" to the Contractor. In such event, the County shall pay the Contractor for the services rendered through the date of termination. Page 7 of 23 Rev. 4/6/2009 Upon receiving a Termination Notice, the Contractor shall promptly discontinue all services affected unless otherwise directed by the Termination Notice. The County shall be released from any and' all responsibilities and obligations arising from the services provided in accordance with this Agreement, effective as of the date of termination, but the County shall be responsible for payment of all claims for services provided and costs incurred by the Contractor prior to termination of this Agreement, that are pursuant to, and after the Contractor's compliance with, the terms and conditions of this Agreement. Payment Terms and Conditions ae The Contractor shall prepare and present a claim form supplied by the County and approved for payment by the County ("Suffolk County Payment Voucher"). Claims shall be documented by sufficient, competent and evidential matter. Payment by the County will be made within thi.rty (30) days after approval by the Comptroller of the County of Suffolk. The Contractor agrees that it shall be entitled to no more than the amount set forth on page one of this Agreement as the "Total Cost of the Agreement", for the completion of all work, labor, services and or pumhases contemplated in this Agreement. The charges payable to the Contractor under this Agreement are exclusive of federal, state and local taxes, the County being a municipality exempt from payment of such taxes. The acceptance by the Contractor of payment of all billings made on the final approved Suffolk County Payment Voucher under this Agreement shall operate as and shall be a release to the County from all claims and liability to the Contractor, its successors, legal representatives and assigns, for services rendered under this Agreement. Accounting and Record Keeping The Contractor agrees to maintain accounts, records, documents, and other evidence and accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of the Agreement in accordance with generally accepted accounting principles and as may be promulgated by the Suffolk County Department of Audit and Control and any financial directives promulgated by the Department. Federal, State and/or County auditors and any persons duly authorized by the County shall have full access and the right to examine the accounts, records and documents relevant to this Agreement. Page 8 of 23 Rev. 4/6/2009 8. Audit Requirements All payments made under this Agreement are subject to audit by the Suffolk County Comptroller pursuant to Article V of the Suffolk County Charter. If the Contractor fails to fully cooperate with an audit by the Comptroller, the County shall have the right to suspend or partially withhold payments or require the repayment of amounts paid under this Agreement or under any other agreement between the parties until such cooperation is forthcoming. If the audit discloses overpayments by the County to the Contractor, within thirty (30) days after the issuance of an official audit report by the Comptroller or his duly designated representatives, the Contractor shall repay the amount of such overpayment by check to the order of the Suffolk County Treasurer or shall submit a proposed plan of repayment to the Comptroller. If there is no response as specified herein, 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 paragraph shall survive the expiration or termination of the Agreement. 9. 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 Project covered by this Agreement. Approval of this contract shall not be construed to obligate the County to renew this contract or provide funding to the Contractor after the term of this contract. 10. Insurance The Contractor agrees to procure, pay the entire premium for and maintain throughout the term of this Agreement, insurance in amounts and types specified by the County. The Contractor agrees to require that all of its subcontractors, in connection with work performed for the Contractor related to this Agreement, procure, pay the entire premium for and maintain throughout the term of this Agreement insurance in amounts and types equal to that specified by the County for the Contractor. Unless otherwise specified by the County and agreed to by the Contractor, in writing, such insurance shall be as follows: Commemial General Liability insurance, including contractual liability coverage, in an amount not less than One Million DOllars ($1,000,000.00) per occurrence for bodily injury and One Million Dollars ($1,000,000.00) per occurrence for property damage. Page 9 of 23 Rev. 4/6/2009 ii. Automobile Liability insurance (if any vehicles are used by the Contractor in the performance of this Agreement) in an amount not less than Five Hundred Thousand Dollars ($500,000.00) per person, per accident, for bodily injury and not less than One Hundred Thousand ($100,000.00) for property damage per occurrence. iii. 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. Contractor shall furnish to the County, prior to its 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 Contractor shall provide and maintain coverage during the term of this Agreement for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law. All policies providing such coverage shall be issued by insurance companies with an A.M. Best rating of A- or better. em The Contractor shall furnish to the County a certificate of insurance 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 commemial general liability insurance, the County of Suffolk shall be named as an additional insured and the Contractor shall furnish a certificate and endorsement page evidencing the County's status as an additional insured on said policy. All such 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, nonrenewal or material change in said policies. Such Declaration Pages, certificates, policies and other evidence of insurance and notices shall be mailed to the Department at its address set forth in the paragraph entitled "Notices and Contact Persons" or at such other address of which the County shall have given the Contractor notice in writing. 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 insurance companies. Page 10 of 23 Rev. 4/6/2009 In the event the Contractor shall fail to provide the 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 Agreement or any other agreement between the County and Contractor. 11. Addresses for Notices, Claims and Reports aw Notices, Relating to Payments, Reports, Insurance or Other Submissions. Any communication, notice, claim for payment, report, insurance, or other submission 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 and must be delivered as follows: For the Department: By First Class and Certified Mail, Return Receipt Requested in Postpaid Envelope, or by Courier Service, or fax or by email Michael Cavanagh Suffolk County Legislature William H. Rogers Building P. O. Box 6100 Hauppauge, NY 11788-0099 and For the Contractor: By First Class and Certified Mail, Return Receipt Requested in Postpaid Envelope, or by Courier Service, or 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. Notices Relating to Termination and/or Litigation 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 proceeding related to this Agreement, the Contractor shall immediately deliver to the County, at the Pagellof23 Rev. 4/6/2009 addresses set forth below, copies of all papers filed by or against the Contractor. Any communication or notice regarding termination shall be in writing and shall be given to the County or the Contractor or their designated representative at the following addresses or at such other addresses that may be specified in writing by the parties and must be delivered as follows: For the County: By First Class and Certified.. Mail, Return Receipt' Requested, in Postpaid Envelope, or by Nationally Recognized Cour~er Service, or Personally and by First Class Mail George Nolan Counsel to the Legislature Suffolk County Legislature William H. Rogers Building P.O. Box 6100 Hauppauge, NY 11788-0099 and Christine Malafi, County Attorney Suffolk County Department of Law H. Lee Dennison Building 100 Veterans Memorial Highway Hauppauge, New York 11788 and For the Contractor: By First Class 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 of the person who executed this Agreement or such other designee as the parties may agree in writing. Notices sent under paragraphs (a) and (b) above shall be deemed to have been duly delivered, (i) if mailed, 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 Page 12 of 23 Rev. 4/6/2009 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 commemial banks are required or authorized to close in Suffolk County, New York. Each party shall give prompt written notice to the other para/ of the appointment of successor(s) to the designated contact person(s) or his or her designated successor(s). 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 Agreement, in default as surety, contractor or otherwise on any obligation to the County. 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. County Documents, Confidentiality Any records, reports or other documents of the County (if any) or any of its Departments or agencies used by the Contractor pursuant to this Agreement or any documents created as a part of this Agreement shall remain the property of the County and shall be kept confidential in accordance with applicable laws, rules and regulations. 14. No Implied Waiver 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. 15. Non-Discrimination in Services During the performance of this Agreement: The Contractor shall not, on the grounds of race, creed, color, national origin, sex, age, disability, sexual orientation, military status or marital status: 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 Page 13 of 23 Rev. 4/6/2009 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 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 Vo 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, services(s) or other benefits provided pursuant to this Agreement. The Contractor 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, 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, 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 situation 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. 16. Nonsectarian Declaration The Contractor agrees that all services performed under this Agreement are secular in nature, that no funds received pursuant to this Agreement shall be used for sectarian purposes or to further the advancement of any religion, and that no services performed under this Project shall discriminate on the basis of religious belief. Furthermore, the Contractor agrees that all project services are and shall be available to all eligible individuals regardless of religious belief or · affiliation. 17. Independent Contractor It is expressly agreed that the status of the Contractor hereunder is that of an independent contractor. Neither the Contractor nor any person hired by the Contractor shall be considered employees of the County for any purpose, nor shall they hold themselves out as County employees for any purpose. Page 14 of 23 Rev. 4/6/2009 18 19. 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 assert any right under this Agreement. Qualifications and Licenses The Contractor specifically represents and warrants that it has and shall possess and that to the extent applicable, its employees, agents and subcontractors have and shall possess the required education, knowledge, experience and character necessary to qualify them 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 authorizations, certificates, certifications, registrations, licenses, permits or other approvals required by Federal, State, County or local authorities for the Project. 20. No Assignment The Contractor shall not assign, transfer, convey, pledge, sublet or otherwise dispose of this ^greement, or any of its right, title or interest therein, or its power to execute this Agreement, or assign all or any portion of the monies that may be due or become due to the Contractor under the terms of this Agreement, to any other person or corporation, without the prior consent in writing of the County. Any attempt to do any of the foregoing without such consent shall be void and of no effect. 21. Indemnification 22. The Contractor agrees that it shall protect, indemnify and hold harmless the County and its officers, officials, employees, contractors, agents and other persons from and against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, costs, expenses, suits or actions and reasonable attorneys' fees, arising out of the acts or omissions or the negligence of the Contractor in connections with the services described or referred to in this Agreement. The Contractor shall defend the County and its officers, officials, employees, contractors, agents and other persons 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 of the Contractor, its officers, officials, employees, subcontractors or agents, if any, in connection with the services described or referred to in this Agreement. Federal Copyright Act The Contractor hereby represents and warrants that the Contractor, will not infringe upon any copyrighted work or matedal in accordance with the Federal Copyright Act during the performance of this Contract. Furthermore, the Page 15 of 23 Rev. 4/6/2009 Contractor agrees that it shall protect, indemnify and hold harmless the County and its officers, officials, employees, contractors, agents and other persons from and against all liabilities, fines, penalties, actions, damages, claims, demands, judgments, losses, costs, expenses, suits or actions and reasonable attorney's fees, arising out of the acts or omissions or the negligence of the Contractor in connection with the services described or referred to in this Agreement. The Contractor shall defend the County and its officers, officials, employees, contractors, agents and other persons 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 of the Contractor, its officers, officials, employees, subcontractors, lessees, licensees, invitees or agents, if any, in connection with the services described or referred to in this Agreement. 23. Furniture, Fixtures, Equipment, Materials, Supplies a. Proprietary Interest of County b= C= The County shall retain a proprietary interest in all furniture, removable fixtures, equipment, materials or supplies purchased or obtained by the Contractor and paid for or reimbursed to the Contractor pursuant to the terms of this Agreement or any prior agreement. Upon the 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 assignment for the benefit of its creditors, or the failure of the Contractor to satisfy any judgment against it within thirty (30)days of filing, the County shall have the right to take title to and possession of all such furniture, removable fixtures, equipment, materials and supplies, and the same shall thereupon become the property of the County without any claim for reimbursement on the part of the Contractor. As directed by the County, the Contractor shall attach identifying labels on all furniture, removable fixtures and equipment indicating the proprietary interest of the County. Protection of Property in Contractor's Custody The Contractor shall maintain vigilance and take all reasonable precautions to protect the furniture, fixtures, equipment, material or supplies in its custody against damage or loss by fire, burglary, theft, disappearance, vandalism or misuse. In the event of burglary, theft, vandalism or disappearance of any item of furniture, fixtures, equipment, material or supplies, the Contractor shall immediately notify the police and make a record thereof, including a record of the results of any investigation which may be made thereon. In the event of loss of or damage to any item of furniture, fixtures, equipment, materials or supplies from any cause, the Contractor shall immediately send the County a detailed written report thereon. Disposition of Property in Contractor's Custody Page 16 of 23 Rev. 416/2009 Upon termination of the County's funding of the Project covered by this Agreement or by any renewal hereof, or at any other time that the County may direct, the Contractor shall make access available and render all necessary assistance for physical removal by the County or its designee of any or all furniture, removable fixtures, equipment, materials or supplies in the 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 accordance with the rules and regulations of the County and the State of New York. 24. Venue and 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. 25. Severability 26. 28. It is expressly agreed that if any term or provision of this Agreement, or the application thereof to any person or cimumstance, shall be held invalid or unenfomeable to any extent, 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. Merger; No Oral Changes It is expressly agreed that this Agreement represents the entire agreement of both parties, that all previous understandings are merged in this Agreement. No modification of this Agreement shall be valid unless written in the form of an Amendment and executed by both parties. Information Access Subject to any applicable provisions of law or regulations, the Department shall not be denied access to any information, records, or reports that are within the purview of this Agreement. 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 Page 17 of 23 Rev. 4/6/2009 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 exemise its set-off rights in accordance with normal County practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the County agency, its representatives, or the County Comptroller, and only after legal consultation with the County Attorney. 29. Conflicts of Interest 30. The 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. The Contractor is charged with the duty to disclose to the County the existence of any such adverse interests, whether existing or potential. This duty shall continue so long as the Contractor is retained on behalf of the County. The determination as to whether or when a conflict exists or may potentially exist shall ultimately be made by the County Attomey after full disclosure is obtained. The Contractor hereby certifies that it has read and is familiar with Section A5-7 of the Suffolk County Administrative Code and is exempt from its requirements as the Contractor is a not-for-profit corporation. -End of text for Exhibit A- Page 18 of 23 Rev. 4/6/2009 Exhibit A1 Suffolk County Leqislative Requirements 1. 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 cimumstances, 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" or Suffolk County Living Wage Form LW-42, entitled "Suffolk County Depaf[ment of Labor Volunteer Not-for-Profit Paperwork Reduction Requirements with respect to Living Wage Law". 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 I 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. Page 19 of 23 Rev. 4/6/2009 c. The County of Suffolk shall not use County funds to assist, promote, or deter union organizing. 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 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 cimumstances, 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-LO1; entitled "Suffolk County Department of Labor - Labor Mediation Unit Union Organizing Certification/Declaration - Subject to Audit" 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 pement (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 authorJzed 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 Page 20 of 23 Rev. 4/6/2009 agency, where such compensation is one hundred pement (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. 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. or Suffolk County Department of Labor Form LHE-10, entitled "Volunteer Not-for-Profit Paper Reduction Requirements with Respect to Lawful Hiring of Employees" Page 21 of 23 Rev. 4/6/2009 4. Gratuities = m 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). 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 or goods 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. 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. 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 "Nonrasponsible Bidder." 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. Page 22 of 23 Rev. 4/6/2009 8. Suffolk County Local Laws Website Address Suffolk County Local Laws, Rules and Regulations can be found on the Suffolk County website at http://www.co.suffolk.ny, us>. Click on "Laws of Suffolk County" under "Suffolk County Links". -End of text for Exhibit Al- Page 23 of 23 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'sfoeneficinry'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 Secllons II, III 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 an~/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 I ~'~ I Coup. ty 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 i,ncurred 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, promoto, or deter union organizing. (Chapter 466-3 H) .... ~ I/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 bean 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/we further affirm to the following as to the goods and/or services that are the subject of the contract with 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; IJwe 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 prereengnitien labor disputes through the adoption of noncenfrontatiunal procedures for the resolution of prereeognitien 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 eiticient, timely, and quality provision of goods and services to the County. I/we 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): Check if Applicable DOL-LO 1 (3/5/08) Suffolk County, New York Department of Labor Section III Conlractor Name: Contractor Address: Contractor Phone #: Description of project or service: Section IV 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 cartification/declaration shall be void ab initio. Section V I declare under pe~ty of perjury under the Laws of the State of New York that the Undersigned iS authorized to provide this Authorized Signature Date t/ 04 Print Name and Ti~tie of Adthl)~ed Representative ~r DOL-LO1 (3/5/08) MARTIN D. FINNEGAN TOWN ATTORNEY martin, finnegan@town, southold.ny.us JENNIFER ANDALORO ASSISTANT TOWN ATTORNEY jennifer.andaloro@town.southold.ny.us LORI M. HULSE ASSISTANT TOWN ATTORNEY lori.hulse@town.southold.ny.us SCO'I'r A. RUSSELL Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD RECEIVED October 27, 2009 Mr. Michael D. Cavanagh Aide to the Presiding Officer Suffolk County Legislature William H. Rogem Legislature Building P.O. Box 6100 Hauppauge, NY 11788-0099 OCT 3 0 Southold Town Clerk Re: 2009 Community Support Initiative Agreement Town of Southold Youth Bureau Program Dear Mr. Cavanagh: Pursuant to your letter to Phillip Beltz dated September 18, 2009, I am enclosing three counterparts of the Agreement, all of which have been signed by Supervisor Russell, in connection with the referenced matter. In addition, I am also enclosing three counterparts of the completed and executed Union Organizing Certification. We would appreciate your forwarding to the undersigned a fully executed, original Agreement for our records, If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you for your attention. Very truly yours, Secretary to the Town Attorney Ilk Enclosures / cc: Ms. Elizabeth Neville, Town Clerk (w/encls.) Mr. Phillip Beltz, Town of Southold Youth Bureau Director (w/encls.) Mr. John Cushman, Comptroller (w/encls.)