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HomeMy WebLinkAboutOperation Shield RESOLUTION 2013-517 e ADOPTED DOC ID: 8930 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2013-517 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JULY 2, 2013: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Agreement between the Town of Southold and the County of Suffolk, acting through its duly constituted Sheriffs Office, in connection with the NYS Office of Homeland Security Grant Program regarding grant funds in the sum of $135,000.00 for Operation Shield administered by the Suffolk County Sheriffs Office in partnership with the East End Marine Task Force, for the term commencing on June 1, 2013 and ending on June 30, 2014, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Christopher Talbot, Councilman SECONDER: Louisa P. Evans, Justice AYES: Dinizio Jr, Ruland, Doherty, Talbot, Evans, Russell ,aco~zo CERTIFICATE OF LIABILITY INSURANCE DATE ,MYDDIYYYYI tft~ 07111/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate homer Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the temis 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 endoreement(s). PRODUCER Phase; (631)2981700 Far: (631)298-3850 =ACT Barbara Dammers ROY H REEVE AGENCY, INC. PHONE AX PO BOX 54 A/C NP Eal. 631) 2981700 (631) 298.3850 MATTITUCK NY 11952 DDDRESS. _ bdammersCroyreeve.com INSURER(S) AFFORDING COVERAGE NAICa INSURERA US Specialty Ins. Co. INSURED TOWN OF SOUTHOLD INSURERS US Specialty Ins. Co. C/O SOUTHOLD TOWN HALL IxsuREac P.O. BOX 1179 IxsuREa D SOUTHOLD NY 11971 IHSURERF INSURERF COVERAGES CERTIFICATE NUMBER: 49052 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POI I S. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INES TYPE OF INSURANCE ADDT SUBR POLICY Err POUCYEXP LIMITS LTR NSN VWD POLICY NUMBER M A GENERAL uABIL" X CPKG80420109 01101113 01101/14 EACH OCCURRENCE E 1,000,000 X COMMERCIAL GENERAL LIABILITY PR MEISES(Eaa,T-m E 1,000,000 _ CLAIMS-MADE [XIOCCUR MED. EXP(Any a X, Parson) E 10,000 X Em'". Gaductibb PERSONAL B ADV INJURY E 1,000,000 GENERAL AGGREGATE E 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMP/OP AGO E 3,000,000 POLICY PRO LOC EMPLOYEE BENEFITS LI E 11000,000 B AUTOMOBILE LIABILITY CPKG80420109 01101/13 0'110'1/14 tCIXTED SINGLE LIMIT ('E TED E 1,000,000 X ANY AUTO BODILY INJURY (Per Donor) E ALL OWNED SCHEDULED AUTOS UTOS BODILY INJURY (Per acddent) E HIRED AUTOS NON-OWNED PROPERTY OAMAGE E UTOS IP.ra n0 _ E B *ZIN-FRIIEWION ELU WB occuR CPKG80420109 01101113 01101114 EACH OCCURRENCE E 10,000,000 a uas CLAIMS-MADE AGGREGATE E 10,000,000 E 10,000 E AND WC STATU. OTH E COMPENSATION AMO EMPLOYERS' a' LIA91Um' TORY LIMITS ER E AXY PROPRIETONPARTNER/EXECUTIVE YIN E.L. EACH ACCIDENT E OFEICER/YEMBER EXCLUDED) J ofi .mnln NH) xrA E.L. DISEASE-EA EMPLOYEE E H p . E.st m unM, DESCRIPTION OF OPERATIONS Negw E.L. DISEASE-POLICY LIMIT E DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Aeach ACORD 101, AddMOnel Remarks Schedule, if more ePam is required) Certificate holder Is listed as additional Insured under general liability with respect to Operation Shield Maritime Law Enforcement Services funds. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE County of Suffolk THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Suffolk County Sheriffs Office ACCORDANCE WITH THE POLICY PROVISIONS. 100 Center Drive AUTHORIZED REPRESENTATIVE Riverhead, N Y 11901 Attention: Thomas A. Dickerson ACORD 25 (2010/05) m 1988.2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COUNTY OF SUFFOLK ER1 pOC NG SOCK G0 .1. 19 June 2013 OFFICE OF THE SHERIFF VINCENT F. DEMARCO SHERIFF Scott A. Russell, Supervisor Town of Southold 59035 Main Road RECENED Southold, New York 11971 JUN 2 5 2013 Re: "Operation Shield" Contracts Town Attorney's Office Dear Supervisor Russell, The NYS Office of Homeland Security is appropriating pass-through grant funds in the amount of $135,000 for "Operation. Shield" under the Homeland Security Grant Program. The funds will be administered by the Suffolk County Sheriff's Office in partnership with the East End Marine Task Force. Enclosed find four (4) original contracts for the Town of Southold for "Operation Shield". Please review and sign all contracts in the designated areas. In regard to Form LW-1, be sure to provide the necessary information on questions #12 and 13. Please return all four contracts to my office by Friday, July 19, 2013. A Certificate of Insurance must be provided as well. Thank you for your consideration in this matter. If you have any questions, please do not hesitate to contact my office, (631) 852-2220. //Very truly yours, Michael P. Sharkey Chief of Staff MPS/dlh Enc. 100 CENTER DRIVE RIVERHEAD, NEW YORK 11901-3390 (631) 852-2200 Law No. 14-SH-015 AI.,bc~S Operation Shield ~~II~s • - Agreement This Contract ("the Contract') is between the County of Suffolk ("the County"), a municipal corporation of the State of New York, acting through its duly constituted Sheriff s Office ("the Office"), located at 100 Center Drive, Riverhead, New York 11901; and The Town of Southold ("the Contractor"), having an address at 59035 Main Road, Southld, New York 11971. The Contractor has been designated to receive funds from the County for Operation Shield Maritime Law Enforcement Services ("the Services") as set forth in Article 1, entitled "Description of Services." Term of the Contract: June 1, 2013 to June 30, 2014. Total Cost of the Contract: Shall not exceed $7,238.40, as set forth in Article 11, attached. Terms and Conditions: Shall be as set forth in Articles I and Il and Exhibits 1 and 2, attached hereto and made a part hereof. In Witness Whereof, the parties hereto have executed the Contract as of the latest date written below. Town of Sou o COU Y OF SUFFOLK By: Nam Scott A. Russell By' Title Supervisor Denni . Cohen Fed. Tax ID #11-600-1939 Chief De uty Court ecutive Date n 7 Date: L q hereby certifies under penalties C Approved: of perjury that I am an officer of Tr J- cd4 O Suffolk/////C1 u ty Sheriff's Office that I have read and I am familiar with Section A5-7 of Article V ~ By: YYY~ of the Suffolk County ode, and that 'OW// O-p5O? Icg Name Vincent F. DeMarco Title Sheri meets all require to qualify for exemption [hereunder. Date Q-7/ &ZI 3 Name Date Approved as to Legality: Dennis M. Brown Acting County Attorney By: Name 7Ytl1RI(~ ~t/~°Y Assistant County Att (ne~3 Date Page 1 of 8 0021606 Law No. 14-SH-015 Operation Shield List of Articles & Exhibits Article I Description of Services Article II Financial Terms and Conditions 1. Conflicting Provisions 2. General Payment Terms 3. Agreement Subject to Appropriation of Funds 4. Accounting Procedures 5. Audit 6. Comptroller's Rules and Regulations for Consultant's Agreements 7. Specific Payment Terms and Conditions Exhibit 1 County Terms and Conditions 1. Elements of Interpretation 2. Meanings of Terms 3. Contractor Responsibilities 4. Qualifications, Licenses, and Professional Standards 5. Notifications 6. Documentation of Professional Standards 7. Credentialing 8. Engineering Certificate 9. Termination 10. Indemnification and Defense 11. Insurance 12. Independent Contractor 13. Severability 14. Merger; No Oral Changes 15. Set-Off Rights 16. Non-Discrimination in Services 17. Nonsectarian Declaration 18. Governing Law 19. No Waiver 20. Conflicts of Interest 21. Cooperation on Claims 22. Confidentiality 23. Assignment and Subcontracting 24. Changes to Contractor 25. No Intended Third Party Beneficiaries 26. Certification as to Relationships 27. Publications 28. Copyrights and Patents 29. Arrears to County Page 2 of 8 Law No. 14-SH-015 Operation Shield 30. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction 31. Record Retention 32. Notice Exhibit 2 Suffolk County Legislative Requirements 1. Contractor'sNendor's Public Disclosure Statement 2. Living Wage Law 3. Use of County Resources to Interfere with Collective Bargaining Activities 4. Lawful Hiring of Employees Law 5. Gratuities 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 7. Child Sexual Abuse Reporting Policy 8. Non Responsible Bidder 9. Use of Funds in Prosecution of Civil Actions Prohibited 10. Youth Sports 11. Work Experience Participation 12. Suffolk County Local Laws Website Address Page 3 of 8 Law No. 14-SH-015 Operation Shield Article I Description of Services Whereas, the County has received federal pass-through grant funds from the New York State Office of Homeland Security for an "Operation Shield"; and Whereas, the County has accepted and appropriated said funds via Resolution No. -2013; and Whereas, the Contractor will provide personnel to assist the County in the "Operation Shield" exercises as set forth herein; Now Therefore, in consideration of the mutual provisions and covenants hereafter set forth, the parties hereto agree as follows: 1. Conflicting Provisions In the event of any conflict between this Article I and any other provision to this Contract, such other provision shall prevail unless it is expressly stated that this Article I shall prevail. 2. The Contractor will assist the County in carrying out two New York State funded "Operation Shield" exercises by providing personnel for maritime enforcement. End of Text for Article I Page 4 of 8 Law No. 14-SH-015 Operation Shield Article II Financial Terms and Conditions 1. Conflicting Provisions In the event of any conflict between any provision in this Article II and an exhibit to this Contract, the exhibit shall prevail unless it is expressly stated in the conflicting provision in this Article II, that it shall prevail over the exhibit. 2. General Payment Terms a. Presentation of Suffolk County Payment Voucher In order for payment to be made by the County to the Contractor for the Services, the Contractor shall prepare and present a Suffolk County Payment Voucher (Voucher), which shall be documented by sufficient, competent and evidential matter. Each Suffolk County Payment Voucher submitted for payment is subject to Audit at any time during the Term or any extension thereof. This provision shall survive expiration or termination of this Contract for a period of not less than seven (7) years, and access to records shall be as set forth in paragraph 31 of Exhibit 1, and paragraph 4(b) of Article H. b. Voucher Documentation The Suffolk County Payment Voucher shall list all information regarding the Services and other items for which expenditures have been or will be made in accordance with the Contract. Either upon execution of the Contract (for the Services already rendered and expenditures already made), or not more than thirty (30) days after the expenditures were made, and in no event after the 31 s` day of January following the end of each year of the Contract, the Contractor shall furnish the County with detailed documentation in support of the payment for the Services or expenditures under the Contract, e.g., dates of the Service, worksite locations, activities, hours worked, pay rates for all Services. The Suffolk County Payment Voucher shall include time records, certified by the Contractor as true and accurate, of all personnel for whom expenditures are claimed during the period. All Suffolk County Payment Vouchers must bear a signature as that term is defined pursuant to New York State General Construction Law §46 by duly authorized persons. Disbursements made by the Contractor in accordance with the Contract and submitted for reimbursement must be documented and must comply with accounting procedures as set forth by the Suffolk County Department of Audit and Control. C. Payment by County Payment by the County shall be made within thirty (30) days after approval of the Voucher by the Comptroller. d. Final Voucher The acceptance by the Contractor of payment of all billings made on an approved voucher shall operate as and shall be a release of the County from all claims by the Contractor through the date Page 6 of 8 Law No. 14-SH-015 Operation Shield of the Voucher. 3. Subject to Appropriation of Funds a. The Contract is subject to the amount of funds appropriated each fiscal year and any subsequent modifications thereof by the County Legislature, and no liability shall be incurred by the County beyond the amount of funds appropriated each fiscal year by the County Legislature for the Services. b. If the County fails to receive Federal or State funds originally intended to pay for the Services, or to reimburse the County, in whole or in part, for payments made for the Services, the County shall have the sole and exclusive right to: i.) determine how to pay for the Services; ii.) determine future payments to the Contractor; and III.) determine what amounts, if any, are reimbursable to the County by the Contractor and the terms and conditions under which such reimbursement shall be paid. 4. Accounting Procedures a. The Contractor shall maintain accounts, books, records, documents, 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 Contract, in accordance with generally accepted accounting principles and with rules, regulations and financial directives, as may be promulgated by the Suffolk County Department of Audit and Control and the Department. The Contractor shall permit inspection and audit of such accounts, books, records, documents and other evidence by the Department and the Suffolk County Comptroller, or their representatives, as often as, in their judgment, such inspection is deemed necessary. Such right of inspection and audit as set forth in subparagraph (b) below shall exist during the Term and for a period of seven (7) years after expiration or termination of the Contract. b. The Contractor shall retain all accounts, books, records, and other documents relevant to the Contract for seven (7) years after final payment is made by the County. Federal, State, and/or County auditors and any persons duly authorized by the County shall have full access and the right to examine any of said materials during said period. Such access is granted notwithstanding any exemption from disclosure that may be claimed for those records which are subject to nondisclosure agreements, trade secrets and commercial information or financial information that is privileged or confidential. 5. Audit a. All payments made under the Contract are subject to audit by the Comptroller pursuant to Article V of the Suffolk County Charter. The Contractor further agrees that the Comptroller and the Department shall have access to and the right to examine, audit, excerpt, copy or transcribe any Page 6 of 8 Law No. 14-SH-015 Operation Shield pertinent transactions or other records relating to Services under the Contract. If such an audit discloses overpayments by the County to the Contractor, within thirty (30) days after the issuance of an official audit report by the Comptroller or his duly designated representatives, the Contractor shaltrepay the amount of such overpayment by check to the order of the Suffolk County Treasurer or shall submit a proposed plan of repayment to the Comptroller. If there is no response, or if satisfactory repayments are not made, the County may recoup overpayments from any amounts due or becoming due to the Contractor from the County under the Contract or any other Fund Source. b. The provisions of this paragraph shall survive the expiration or termination of the Contract for a period of seven (7) years, and access to records shall be as set forth in paragraph 31 of Exhibit 1, and paragraph 4(b) of Article H. 6. Comptroller's Rules and Regulations for Consultant's Agreements The Contractor shall comply with the "Comptroller's Rules and Regulations for Consultant's Agreements" as promulgated by the Department of Audit and Control of Suffolk County and any amendments thereto during the Term of the Contract. The "Comptroller's Rules and Regulations for Consultant's Agreements" may be viewed online at the County's website, SuffolkCountyny.gov; go to "Government," then "Comptroller," then "Consultant's Agreements." 7. Specific Payment Terms and Conditions a. Payments Contingent upon State/Federal Funding Payments under the Contract may be subject to and contingent upon continued funding by State and/or Federal agencies. In such event, no payment shall be made until the Contractor submits documentation in the manner and form as shall be required by State and/or Federal agency. If late submission of claims precludes the County from claiming State or Federal reimbursement, such late claims shall not be honored. If, for any reason, the full amount of such funding is not made available to the County, the Contract may be terminated in whole or in part, or the amount payable to the Contractor may be reduced at the discretion of the County, provided that any such termination or reduction shall not apply to allowable costs incurred by the Contractor prior to such termination or reduction, and provided that money has been appropriated for payment of such costs. b. Denial of Aid If a State or Federal government agency is funding the Contract and fails to approve aid in reimbursement to the County for payments made hereunder by the County to the Contractor for expenditures made during the Term because of any act, omission or negligence on the part of the contractor, then the County may deduct and withhold from any payment due to the Contractor an amount equal to the reimbursement denied by the state or federal government agency, and the County's obligation to the Contractor shall be reduced by any such amounts. In such an event, if there should be a balance due to the County after it has made a final payment to the Contractor under the Contract, on demand by the County, the Contractor shall reimburse the County for the amount of the balance due the County, payable to the Suffolk County Treasurer. The provisions Page 7 of 8 Law No. 14-SH-015 Operation Shield of this subparagraph shall survive the expiration or termination of the Contract. C. Budget The Contractor expressly represents and agrees that the Budget below, to the extent applicable, lists all personnel and/or all other costs of the Services. RANK OT HOURS #ASSIGNED SALARY & FRINGE TOTAL Sr. Bay Constable 64 1 $54.60 $3,494.00 Bay Constable 80 1 $46.80 $3,744.00 d. Salaries The Contractor shall not be eligible to receive any salary reimbursement until proof of deposit or payment of all withholding and payroll taxes to the Federal/State governments has been provided to the County. e. No salary, wage or other compensation for the Services shall be increased over the amount stated in the Budget with the prior written approval of the County. End of Text for Article Il Page 8 of 8 Consultant/Personal Services Exhibit I Rev. 1/7113 Exhibit 1 agent for service of process; or County Terms and Conditions d. The Contractor's failure to comply with any 1. Elements of Interpretation Federal, State or local law, rule, or regulation, and County policies or directives; or. As used throughout the Contract: e. The Contractor's bankruptcy or insolvency; or a. Words of the masculine gender shall mean and £ The Contractor's failure to cooperate in an Audit; include correlative words of the feminine and neuter or genders and words importing the singular number shall mean and include the plural number and vice versa. Words g, The Contractor's falsification of records or importing persons shall include firms, associations, reports, misuse of funds, or malfeasance or nonfeasance in partnerships (including limited partnerships), trusts, financial record keeping arising out of, or in connection corporations and other legal entities, including public with, any contract with the County; or bodies, as well as natural persons, and shall include successors and assigns. h, The Contractor's failure to submit, or failure to timely submit, documentation to obtain Federal or State b. Capitalized terms used, but not otherwise defined funds; or herein, shall have the meanings assigned to them in the Contract. I. The inability of the County or the Contractor to obtain Federal or State funds due to any act or omission of 2. Meanings of Terms the Contractor; or As used in the Contract: j, Any condition the County determines, in its sole discretion, that is dangerous. "Comptroller" means the Comptroller of the County of Suffolk. "Federal" means the United States government, its departments and "Contract" means all terms and conditions herein forming all rights agencies. and obligations of the Contractor and the County. "Fund Source" means any director indirect sum payable to the "Contractor" means the signatory person, partnership, corporation, Contractor by the County pursuant to any lawful obligation. association or other entity, its officers, officials, employees, agents, servants, sub-contractors and any successor or assign of any one or "Legislature" means the Legislature of the County of Suffolk. more of the foregoing performing the Services. "Services" means all that which the Contractor must do, and any part "County" means the County of Suffolk, its departments, and thereof arising out o$ or in connection with, the Contract as agencies. described in Article I "Description of Services." "County Attorney" means the County Attorney of the County of "State" means the State of New York. Suffolk. "Suffolk County Payment Voucher" means the document "Department" means the signatory department approving the authorized and required by the Comptroller for release of payment. Contract. "Term" means the time period set forth on page one of the Contract "Engineering Services" means the definition of the practice of and, if exercised by the County, the option period. engineering and the definition of practice of land surveying, as the case may be, under Section 7201 and Section 7203 of the State 3. Contractor Responsibilities Education Law, respectively. s. It shall be the duty of the Contractor to discharge, "Event of Default" means or cause to be discharged, all of its responsibilities, and to a. the Contractor's failure to perform any duty administer funds received in the interest of the County in accordance with the provisions of the Contract. requited of it under paragraphs 4 through 7 of this Exhibit 1 of the Contract; or b. The Contractor shall promptly take all action as may be necessary to render the Services. b. the Contractor's failure to maintain the amount and types of insurance with an authorized insurer as C. The Contractor shall not take any action that is required by the Contract; or inconsistent with the provisions of the Contract. C. the Contractor's failure to maintain insurance d, Services provided under this Contract shall be required by the Contract with an insurer that has designated opegto all residents o the County. the New York Superintendent of Insurance as its lawful 1 of 7 pages Exhibit 1 Consultant/Personal Services Exhibit I Rev. InI13 Contractor to contact the Department, or division thereof, as the case may be, in writing, no later than three (3) days 4. Qualifications, Licenses, and Professional Standards after such restriction, suspension, or revocation. a. The Contractor represents and warrants that it b. The Contractor shall forward to the Department, has, and shall continuously possess, during the Term, the or division thereof; as the case may be, on or before July 1 required licensing, education, knowledge, experience, and of each year during the Term, a complete list of the names character necessary to qualify it to render the Services. and addresses of all persons providing the Services, as well as their respective areas of certification, credentialing, b. The Contractor shall continuously have during registration, and licensing. the Term all required authorizations, certificates, certifications, registrations, licenses, permits, and other 8. Engineering Certificate approvals required by Federal, State, County, or local authorities necessary to qualify it to render the Services. In the event that the Contract requires any Engineering Services, the Contractor shall submit to the County, no 5. Notifications later than the due date for submission for approval of any engineering work product, the Certificate of Authorization a. The Contractor shall immediately notify the ("Certificate"), issued pursuant to § 7210 of the New York County, in writing, of any disciplinary proceedings, Education Law, of every person performing any commenced or pending, with any authority relating to a Engineering Services. The failure to file, submit or license held by any person necessary to qualify him or the maintain the Certificate shall be grounds for rejection of Contractor to perform the Services. any engineering work product submitted for approval. b. In the event that a person is no longer licensed to 9. Termination perform the Services, the Contractor must immediately notify the County, but in no event shall such notification be a. Thirty Days Termination later than five (5) days after a license holder has lost the license required to qualify the license holder or the The County shall have the right to terminate the Contractor to perform the Services. Contract without cause, for any reason, at any time, upon such terms and conditions it deems appropriate, provided, c. In the event that the Contractor is not able to however, that no such termination shall be effective unless perform the Services due to a loss of license, the Contractor the Contractor is given at least thirty (30) days notice. shall not be reimbursed for the Services rendered after the effective date of termination of such license. Without b. Event of Default; Termination on Notice limiting the generality of the foregoing, if any part of the Contract remains to be performed, and the termination of i.) The county may immediately terminate the license does not affect the Contractor's ability to render the Contract for cause, upon such terms and the Services, every other term and provision of the Contract conditions it deems appropriate, in the Event of shall be valid and enforceable to the fullest extent permitted Default. bylaw. ii.) If the Contractor defaults under any 6. Documentation of Professional Standards other provision of the Contract, the County may terminate the Contract, on not less than five (5) The Contractor shall maintain on file, in one location in days notice, upon such terms and conditions it Suffolk County, all records that demonstrate that it has deems appropriate. complied with paragraphs 4 and 5 above. The address of the location of the aforesaid records and documents shall c. Termination Notice be provided to the County no later than the date of execution of the Contract. Such documentation shall be Any notice providing for termination shall be kept, maintained, and available for inspection by the delivered as provided for in paragraph 32 of this Exhibit I. County upon twenty-four (24) hours notice. d. Duties upon Termination 7. Credentialing i.) The Contractor shall discontinue the a. In the event that the Department, or any division Services as directed in the termination notice. thereof, maintains a credentialing process to qualify the Contractor to render the Services, the Contractor shall ii.) Subject to any defenses available to it, complete the required credentialing process. In the event the County shall pay the Contractor for the that any State credential, registration, certification, or Services rendered through the date of license, Drug Enforcement Agency registration, or termination. Medicare or Medicaid certification is restricted, suspended, or temporarily or permanently revoked, it is the duty of the 2 of 7 pages Exhibit I Consultant/Personal Services Exhibit 1 Rev. U7/13 iii.) The County shall be released from any i.) Commercial General Liability and all liability under the Contract, effective as of insurance, including contractual liability the date of the termination notice. coverage, in an amount not less than Two Million Dollars ($2,000,000.00) per occurrence for iv.) Upon termination, the Contractor shall bodily injury and Two Million Dollars reimburse the County the balance of any funds ($2,000,000.00) per occurrence for property advanced to the Contractor by the County no damage. The County shall be named an later than thirty (30) days after termination of the additional insured. Contract. The provisions of this subparagraph shall survive the expiration or termination of the ii.) Automobile Liability insurance (if any Contract. non-owned or owned vehicles are used by the Contractor in the performance of the Contract) in V.) Nothing contained in this paragraph an amount not less than Five Hundred Thousand shall be construed as a limitation on the County's Dollars ($500,000.00) per person, per accident, rights set forth in paragraphs 5(c) and 15 of this for bodily injury and not less than One Hundred Exhibit 1. Thousand Dollars ($100,000.00) for property damage per occurrence. 10. Indemnification and Defense iii,) Workers' Compensation and a. The Contractor shall protect, indemnify, and hold Employer's Liability insurance in compliance harmless the County, its agents, servants, officials, and with all applicable New York State laws and employees from and against all liabilities, fines, penalties, regulations and Disability Benefits insurance, if required actions, damages, claims, demands, judgments, losses, suits by law. The Contractor shall famish t c or actions, costs, and expenses caused by the negligence or the County, prior to its execution of the Contract, any acts or omissions of the Contractor, including the documentation required by the State New reimbursement of the cost of reasonable attorneys' fees York Workers' Compensation Board of coverage incurred by the County, its agents, servants, officials, and or exemption from coverage pursuant to w. employees in any action or proceeding arising out of or in and rd220 of a cethe Workers' Compensation Law. In connection with the Contract accordance with General Municipal Law §unle the Contract shall be void and of no effect unless b. The Contractor hereby represents and warrants the Contractor shall provide and maintain coverage during that it will not infringe upon any copyright in performing the Term for the benefit of such the Services. The Contractor agrees that it shall protect, employees as are required to be covered by the indemnify, and hold harmless the County, its agents, provisions of the Workers' Compensation Law. servants, officials, and employees from and against all iv.) Professional Liability insurance in an liabilities, fines, penalties, actions, damages, claims, - amount not less than Two Million Dollars demands, judgments, losses, suits or actions, costs, and expenses arising out of any claim asserted for infringement claims-made 00) coverage either aper-occurrence or of copyright, including reimbursement of the cost of claims-made age basis. reasonable attomeys' fees incurred by the County, its agents, servants, officials, and employees in any action or liability The County may mandate an increase in the proceeding arising out of or in connection with any claim lability limits set forth in the immediately preceding asserted for infringement of copyright. paragraphs (I1)(a)(i), (ii), and (iv). C. The Contractor shall defend the County, its c. All policies providing such coverage shall be agents, servants, officials, and employees in any proceeding issued by insurance companies authorized to do business in or action, including appeals, arising out of, or in New York with an A.M. Best rating of A- or better. connection with, the Contract, and any copyright prior infringement proceeding or action. Alternatively, at the to the The execution the Contractor shall Contract, furnish declaration the pages County, for each County's option, the County may defend any such to proceeding or action and require the Contractor to pay policy insurance and certificates, other than a policy for reasonable attorneys' fees or salary costs of County commercial general liability insurance, and upon demand, a such policy employees of the Department of Law for the defense of any true and certified ance with copy the of each aforesaid insurance such suit. evidencing compliance w requirements. 11. Insurance e. In the case of commercial general liability insurance, and business use automobile insurance, the A. The Contractor shall continuously maintain, Contractor shall furnish to the County, prior to the during the Term of the Contract, insurance in amounts and execution of the Contract, a declaration page or insuring types as follows: _ agreement and endorsement page evidencing the County's 3 of 7 pages Exhibit I Consultant/Personal Services Exhibit 1 Rev. InI13 status as an additional insured on said policy, and upon 16. Non-Discrimination in Services demand, a true and certified original copy of such policy evidencing compliance with the aforesaid insurance a. The Contractor shall not, on the grounds of race, requirements. creed, color, national origin, sex, age, disability, sexual orientation, military status, or marital status: f. All evidence of insurance shall provide for the County to be notified in writing thirty (30) days prior to i.) deny any individual the Services any cancellation, nonrenewal, or material change in the provided pursuant to the Contract; or policy to which such evidence relates. It shall be the duty ii.) provide the Services to an individual of the Contractor to notify the County immediately of any that is different, or provided in a different cancellation, nonrenewal, or material change in any manner, from those provided to others pursuant insurance policy. to the Contract; or g. In the event the Contractor shall fail to provide iii.) subject an individual to segregation or evidence of insurance, the County may provide the - separate treatment in any matter related to the insurance required in such manner as the County deems individual's receipt of the Services provided appropriate and deduct the cost thereof from a Fund pursuant to the Contract; or Source. iv.) restrict an individual in any way from 12. Independent Contractor any advantage or privilege enjoyed by others receiving the Services provided pursuant to the The Contractor is not, and shall never be, considered an Contract; or employee of the County for any purpose. Notwithstanding v.) treat an individual differently from anything herein, the Contract shall not be construed as others in determining whether or not the creating a principal-agent relationship between the County individual satisfies any eligibility or other and the Contractor or the Contractor and the County, as the requirements or conditions which individuals case may be. must meet in order to receive the Services provided pursuant to the Contract. 13. Severability b. The Contractor shall not utilize criteria or methods It is expressly agreed that if any term or provision of the of administration which have the effect of subjecting individuals to discrimination because of their Contract, or the application thereof to any person or circumstance, shall be held invalid or unenforceable to any seexe.ual creed, color, orientation, origin, sex, age, disability, extent, the remainder of the Contract, or the application of sexual military status, or marital status, have with such term or provision to persons or circumstances other the effect of substantially impairing the Contract with respect to individuals of a particular race, creed, color, than those as to which it is held invalid or unenforceable, national origin, sex, age, disability, sexual orientation, shall not be affected thereby, and every other term and military status, or marital status, in determining: provision of the Contract shall be valid and shall be enforced to the fullest extent permitted by law. i.) the Services to be provided, or 14. Merger; No Oral ii.) the class of individuals to whom, or the Changes situations in which, the Services will be or It is expressly agreed that the Contract represents the entire provided; agreement of the parties and that all previous iii.) the class of individuals to be afforded understandings are herein merged in the Contract. No an opportunity to receive the Services. modification of the Contract shall be valid unless in written form and executed by both parties. 17. Nonsectarian Declaration 15. Set-Off Rights The Services performed under the Contract are secular in nature. No funds received pursuant to the Contract shall be The County shall have all of its common law, equitable, used for sectarian purposes or to further the advancement and statutory rights of set-off. These rights shall include, of any religion. The Services will be available to all but not be limited to, the County's option to withhold from eligible individuals regardless of religious belief or a Fund Source an amount no greater than anymoneys due affiliation. and owing to the County for any reason. The County shall exercise its set-off rights subject to approval by the County 18. Governing Law Attorney. In cases of set-off pursuant to a Comptroller's audit, the County shall only exercise such right after the The Contract shall be governed by and construed in finalization thereof; and only after consultation with the accordance with the laws of the State of New York, without County Attorney. regard to conflict of laws. Venue shall be designated in the 4 of 7 pages Exhibit I Consultant(Personal Services Exhibit 1 Rev. In113 Supreme Court, Suffolk County, the United States District provisions of the Contract and to any other condition the Court for the Eastern District of New York or, if County requires. No approval of any Assignment shall be appropriate, a court of inferior jurisdiction in Suffolk construed as enlarging any obligation of the County under County. the terms and provisions of the Contract. No Assignment of the Contract or assumption by any person of any duty of 19. No Waiver the Contractor under the Contract shall provide for, or otherwise be construed as, releasing the Contractor from it shall not be construed that any failure or forbearance of any term or provision of the Contract. the County to enforce any provision of the Contract in any 24 Changes to Contractor particular instance or instances is a waiver of that provision. Such provision shall otherwise remain in full a. The Contractor may, from time to time, with the force and effect, notwithstanding any such failure or County's consent, enter into a Permitted Transfer. For forbearance. purposes of the Contract, a Permitted Transfer means: 20. Conflicts of Interest i.) if the Contractor is a partnership, the withdrawal or change, voluntary, involuntary or The Contractor shall not, during the Term, pursue a course by operation of law, of the partners, or transfer of of conduct which would cause a reasonable person to partnership interests (other than the purchase of believe that he or she is likely to be engaged in acts that partnership interests by existing partners, by the create a substantial conflict between its obligations under partnership itself or the immediate family the Contract and its private interests. The Contractor is members by reason of gift, sale or devise), or the charged with the duty to disclose to the County the dissolution of the partnership without immediate existence of any such adverse interests, whether existing or reconstitution thereof; and potential. This duty shall continue as long as the Term. The determination as to whether or when a conflict may ii.) if the Contractor is a closely held potentially exist shall ultimately be made by the County corporation (i.e. whose stock is not publicly held and Attorney after full disclosure is obtained. not traded through an exchange or over the counter), 21. Cooperation on Claims 1. the dissolution, merger, consolidation or other reorganization of The Contractor and the County shall render diligently to the Contractor, each other, without compensation, any and all cooperation that may be required to defend the other party, its 2. the sale or other transfer of employees and designated representatives against any twenty percent (200/o) or more of the claim, demand or action that may be brought against the shares of the Contractor (other than to other party, its employees or designated representatives existing shareholders, the corporation arising out of, or in connection with, the Contract. itself or the immediate family members of shareholders by reason of gift, sale 22. Confidentiality or devise). Any document of the County, or any document created by b. If the Contractor is a not-for-profit corporation, a the Contractor and used in rendering the Services, shall change of twenty percent (200/6) or more of its shares or remain the property of the County and shall be kept members shall be deemed a Permitted Transfer. confidential in accordance with applicable laws, rules, and c The Contractor shall notify the County in writing, regulations. - which notice (the "Transfer Notice") shall include: 23. Assignment and Subcontracting i,) the proposed effective date of the Permitted Transfer, which shall not be less than a. The Contractor shall not delegate its duties under thirty (30) days nor more than one hundred the Contract, or assign, transfer, convey, subcontract, eighty (180) days after the date of delivery of the sublet, or otherwise dispose of the Contract, or any of its Transfer Notice; right, title or interest therein, or its power to execute the Contract, or assign all or any portion of the monies that ii) a summary of the material terms of the may be due or become due hereunder, (collectively referred proposed permitted Transfer, to in this paragraph 23 as "Assignment"), to any other person, entity or thing without the prior written consent of iii,) the name and address of the proposed the County, and any attempt to do any of the foregoing transferee, without such consent shall be void ab initio. b. Such Assignment shall be subject to all of the iv.) such information reasonably required 5 of 7 pages Exhibit I Consultant/Personal Services Exhibit I Rev. 17113 by the County, which will enable the County to Any book, article, report, or other publication related to the determine the financial responsibility, character, Services provided pursuant to this Contract shall contain and reputation of the proposed transferee, nature the following statement in clear and legible print: of the proposed assigneeltransferce's business and experience; "This Su is fully or partially funded by the County unty of f Suffolk." V.) all executed forms required pursuant to Exhibit 2 of the Contract, that are required to be submitted by the Contractor; and 28. Copyrights and Patents vi.) such other information as the County a. Copyrights may reasonably require. If the work of the Contractor should result in the d. The County agrees that any request for its production of original books, manuals, films, or other consent to a Permitted Transfer shall be granted provided materials for which a copyright may be granted, the that the transfer does not violate any provision of the Contractor may secure copyright protection. However, the a county reserves to itself; and the Contractor hereby gives Contract, and the transferee has not been convicted of the to the County, offense as described under Article II of Chapter and nonexclusive any other person license to designated by produce, 189 of the Suffolk County Code. The County shall grant or County, royalty-free, translate, deny its consent to any request of a Permitted Transfer reproduce, publish, , translate, or otherwise use any such within twenty (20) days after delivery to the County of the materials. Transfer Notice, in accordance with the provisions of b. Patents Paragraph 32 of this Exhibit 1 of the Contract. If the County shall not give written notice to the Contractor If the Contractor makes any discovery or denying its consent to such Permitted Transfer (and setting invention during the Term, or as a result of work performed forth the basis for such denial in reasonable detail) within under the Contract, the Contractor may apply for and such 20-day period, then the County shall be deemed to secure for itself patent protection. However, the County have granted its consent to such Permitted Transfer. reserves to itself and the Contractor hereby gives to the e. Notwithstanding the County's consent, County, and to any other person designated by the County, a royalty-free, nonexclusive license to produce or otherwise i.) the terms and conditions of the use any item so discovered or patented. Contract shall in no way be deemed to have been 29. Arrears to County waived or modified, and ii.) such consent shall not be deemed The Contractor warrants that, except as may otherwise be consent to any further transfers. authorized by agreement, it is not in arrears to the County upon any debt, contract, or any other lawful obligation, and 25. No Intended Third Party Beneficiaries is not in default to the County as surety. The Contract is entered into solely for the benefit of the 30. Lawful Hiring of Employees Law in Connection County and the Contractor. No third party shall be deemed with Contracts for Construction or Future a beneficiary of the Contract and no third party shall have Construction the right to make any claim or assert any right under the In the event that the Contract is subject to the Lawful Contract. Hiring of Employees Law of the County of Suffolk, Suffolk 26. Certification as to Relationships County Code Article II of Chapter 353, as more fully set forth in Exhibit 2 entitled "Suffolk County Legislative The Contractor certifies under penalties of perjury that. Requirements," the Contractor shall maintain the other than through the funds provided in the Contract and documentation mandated to be kept by this law on the other valid agreements with the County, there is no known construction site at all times. Employee sign-in sheets and spouse, life partner, business, commercial, economic, or register/log books shall be kept on the construction site at financial relationship with the County or its elected all times and all covered employees, as defined in the law, officials. The Contractor also certifies that there is no shall be required to sign such sign-in sheets/register/log relationship within the third degree of consanguinity, books to indicate their presence on the construction site between the Contractor, any of its partners, members, during such working hours. directors, or shareholders owning five percent (5%) or more of the Contractor, and the County. 31. Record Retention The Contractor shall retain all accounts, books, records, 27. Publications and other documents relevant to the Contract for seven 6 of 7 pages Exhibit 1 Consultant/Personal Services Exhibit 1 Rev. 1/7/13 (7) years after final payment is made by the County. Federal, State, and/or County auditors and any persons duly authorized by the County shall have full access and the right to examine any of said materials during said period. Such access is granted notwithstanding any exemption from disclosure that may be claimed for those records which are subject to nondisclosure agreements, trade secrets and commercial information or financial information that is privileged or confidential. Without limiting the generality of the foregoing, records directly related to contract expenditures shall be kept for a period of ten (10) years because the statute of limitations for the New York False Claims Act (New York False Claims Act § 192) is ten (10) years. 32. Notice Unless otherwise expressly provided herein, all notices shall be in writing and shall be deemed sufficiently given if sent by regular first class mail and certified mail, or personally delivered during business hours as follows: 1.) to the Contractor at the address on page 1 of the Contract and 2.) to the County at the Department, or as to either of the foregoing, to such other address as the addressee shall have indicated by prior written notice to the addressor. All notices received by the Contractor relating to a legal claim shall be immediately sent to the Department and also to the County Attorney at 100 Veterans Memorial Highway, P.O. Box 6100, (Sixth Floor), Hauppauge, New York, 11788- 0099. End of Text for Exhibit 1 7 of 7 pages Exhibit 1 Consultant/Personal Services Exhibit2 Rev. 2/21/12 Exhibit 2 entitled "Suffolk County Department of Labor - Suffolk County Legislative Requirements Living Wage Unit Notice of Application for County Compensation (Contract)." 1. Contractor's/Vendor's Public Disclosure Suffolk County Living Wage Form LW-38; Statement entitled "Suffolk County Department of Labor - Living Wage Unit Living Wage It shall be the duty of the Contractor to read, Certification/Declaration - Subject To Audit." become familiar with, and comply with the requirements of section A5-7 of Article V of the 3. Use of County Resources to Interfere with Suffolk County Code. Collective Bargaining Activities Unless certified by an officer of the Contractor as It shall be the duty of the Contractor to read, being exempt from the requirements of section become familiar with, and comply with the A5-7 of Article V of the Suffolk County Code, the Contractor represents and warrants that it has requirements of Article I of Chapter 803 of the filed with the Comptroller the verified public Suffolk County Code. disclosure statement required by Suffolk County Administrative Code Article V, Section A5-7 and County Contractors (as defined by section 803-2) shall file an update of such statement with the shall comply with all requirements of Chapter Comptroller on or before the 31 at day of January 803 of the Suffolk County Code, including the in each year of the Contract's duration. The following prohibitions: Contractor acknowledges that such filing is a a. The Contractor shall not use County material, contractual and statutory duty and that funds to assist, promote, or deter union the failure to file such statement shall constitute a organizing. material breach of the Contract, for which the County shall be entitled upon a determination b. No County funds shall be used to that such breach has occurred, to damages, in reimburse the Contractor for any costs addition to all other legal remedies, of fifteen incurred to assist, promote, or deter percent (15%) of the amount of the Contract union organizing. Required Form: C. No employer shall use County property Suffolk County Form SCEX 22; entitled to hold a meeting with employees or "Contractor's/Vendor's Public Disclosure supervisors if the purpose of such Statement" meeting is to assist, promote, or deter union organizing. 2. Living Wage Law If the Services are performed on County property, it shall be the duty of the Contractor to read, the Contractor must adopt a reasonable access become familiar with, and comply with the agreement, a neutrality agreement, fair requirements of Chapter 575, of the Suffolk communication agreement, non-intimidation County Code. agreement, and a majority authorization card agreement This Contract is subject to the Living Wage Law of the County of Suffolk. The law requires that, If the Services are for the provision of human unless specific exemptions apply, all employers services and are not to be performed on County (as defined) under service contracts and property, the Contractor must adopt, at the least, recipients of County financial assistance, (as a neutrality agreement. defined) shall provide payment of a minimum wage to employees as set forth in the Living Under the provisions of Chapter 803, the County Wage Law. Such rate shall be adjusted annually shall have the authority, under appropriate pursuant to the terms of the Suffolk County circumstances, to terminate the Contract and to Living Wage Law of the County of Suffolk. seek other remedies as set forth therein, for Under the provisions of the Living Wage Law, violations of this Law. the County shall have the authority, under appropriate circumstances, to terminate the Required Form: Contract and to seek other remedies as set forth Suffolk County Labor Law Form DOL-LO I; therein, for violations of this Law. entitled "Suffolk County Department of Labor- Labor Mediation Unit Union Organizing Required Forms: Certification/Declaration - Subject to Audit" Suffolk County Living Wage Form LW-1; 1 of 3 pages Consultant/Personal Services Exhibit 2 Rev. 2/21/12 4. Lawful Hiring of Employees Law for the duration of any contract and upon the renewal or amendment of the Contract, and It shall be the duty of the Contractor to read, whenever a new contractor or subcontractor is become familiar with, and comply with the hired under the terms of the Contract. requirements of Article II of Chapter 353 of the Suffolk County Code. The Contractor acknowledges that such filings are a material, contractual and statutory duty and This Contract is subject to the Lawful Hiring of that the failure to file any such statement shall Employees Law of the County of Suffolk. It constitute a material breach of the Contract. provides that all covered employers, (as defined), and the owners thereof, as the case may be, that Under the provisions of the Lawful Hiring of are recipients of compensation from the County Employees Law, the County shall have the through any grant, loan, subsidy, funding, authority to terminate the Contract for violations appropriation, payment, tax incentive, contract, of this Law and to seek other remedies available subcontract, license agreement, lease or other under the law. financial compensation agreement issued by the County or an awarding agency, where such The documentation mandated to be kept by this compensation is one hundred percent (100%) law shall at all times be kept on site. Employee funded by the County, shall submit a completed sign-in sheets and register/log books shall be kept swom affidavit (under penalty of perjury), the on site at all times during working hours and all form of which is attached, certifying that they covered employees, as defined in the law, shall have complied, in good faith, with the be required to sign such sign-in requirements of Title 8 of the United States Code sheets/register/log books to indicate their Section 1324a with respect to the hiring of presence on the site during such working hours. covered employees (as defined) and with respect to the alien and nationality status of the owners Required Forms: thereof. The affidavit shall be executed by an authorized representative of the covered Suffolk County Lawful Hiring of Employees Law employer or owner, as the case may be; shall be Form LHE-1; entitled"Suffolk County part of any executed contract subcontract, license Department of Labor-Notice Of Application To agreement, lease or other financial compensation Certify Compliance With Federal Law (8 U.S.C. agreement with the County; and shall be made Section 1324a) With Respect To Lawful Hiring available to the public upon request. of Employees." All contractors and subcontractors (as defined) of Suffolk County Lawful Hiring of Employees Law covered employers, and the owners thereof, as Form LHE-2; entitled "Affidavit Of Compliance the case may be, that are assigned to perform with The Requirements Of 8 U.S.C. Section work in connection with a County contract, 1324a With Respect To Lawful Hiring Of subcontract, license agreement, lease or other Employees" financial compensation agreement issued by the County or awarding agency, where such 5. Gratuities compensation is one hundred percent (100%) funded by the County, shall submit to the covered It shall be the duty of the Contractor to read, employer a completed sworn affidavit (under become familiar with, and comply with the penalty of perjury), the form of which is attached, requirements of Chapter 664 of the Suffolk certifying that they have complied, in good faith, County Code. with the requirements of Title 8 of the United States Code Section 1324a with respect to the The Contractor represents and warrants that it has hiring of covered employees and with respect to not offered or given any gratuity to any official, the alien and nationality status of the owners employee or agent of the County or the State or thereof, as the case may be. The affidavit shall of any political party, with the purpose or intent be executed by an authorized representative of of securing an agreement or securing favorable the contractor, subcontractor, or owner, as the treatment with respect to the awarding or case may be; shall be part of any executed amending of an agreement or the making of any contract, subcontract, license agreement, lease or determinations with respect to the performance of other financial compensation agreement between an agreement. the covered employer and the County; and shall be made available to the public upon request. 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas An updated affidavit shall be submitted by each such employer, owner, contractor and It shall be the duty of the Contractor to read, subcontractor no later than January 1 of each year become familiar with, and comply with the 2 of 3 pages Consultant/Personal Services Exhibit 2 Rev. 221/12 requirements of sections A4-13 and A4-14 of any judicial or administrative forum. Article IV of the Suffolk County Code. 10. Youth Sports The Contractor represents that it is in compliance with sections A4-13 and A4-14 of Article IV of It shall be the duty of the Contractor to read, the Suffolk County Code. Such law provides that become familiar with, and comply with Article no contract for consulting services or goods and III of Chapter 730 of the Suffolk County Code. services shall be awarded by the County to a business previously incorporated within the All contract agencies that conduct youth sports U.S.A. that has reincorporated outside the U.S.A. programs are required to develop and maintain a written plan or policy addressing incidents of 7. Child Sexual Abuse Reporting Policy possible or actual concussion or other head injuries among sports program participants. Such It shall be the duty of the Contractor to read, plan or policy must be submitted prior to the the award of a County contract, grant or funding. become familiar with, and comply with Receipt of requirements of Article II of Chapter 880 of the such plan or policy the County Suffolk County Code. does not represent approval or endorsement of any such plan or policy, nor shall the County be The Contractor shall comply with Article II of subject to any liability in connection with any Chapter 880, of the Suffolk County Code, such plan or policy. entitled "Child Sexual Abuse Reporting Policy," as now in effect or amended hereafter or of any 11. Work Experience Participation other Suffolk County Local Law that may become applicable during the term of the If the Contractor is a not-for-profit or Contract with regard to child sexual abuse governments] agency or institution, each of the reporting policy. Contractor's locations in the County at which the Services are provided shall be a work site for 8. Non Responsible Bidder public-assistance clients of Suffolk County pursuant to Chapter 281 of the Suffolk County It shall be the duty of the Contractor to read, Code at all times during the Term of the Contract. with, and comply with the If no Memorandum of Understanding.("MOU") become f with the Suffolk County Department of Labor for requirements familiar Article II of Chapter 189 of the Suffolk County Code. work experience is in effect at the beginning of the Term of the Contract, the Contractor, if it is a not-for Upon signing the Contract, the Contractor -profit or governmental agency or of a institution, shall enter into such MOU as soon as certifies that it has not been convicted possible after criminal offense within the last ten (10) years. the execution the Contract and The term "conviction" shall mean a finding of failure enter into or perform in accordance guilty after a trial or a plea of guilty to an offense with such MOU shall be e deemed to a failure to covered under section 189-5 of the Suffolk perform accordance with the Contract, for County Code under "Nonresponsible Bidder." which the County may withhold payment terminate the Contract or exercise such such other 9. Use of Funds in Prosecution of Civil remedies as may be appropriate in the Actions Prohibited circumstances. It shall be the duty of the Contractor to read, 12. Suffolk County Local Laws Website become familiar with, and comply with the Address requirements of Article III of Chapter 893 of the Suffolk County Code. Suffolk County Local Laws, Rules and Regulations can be accessed on the homepage of The Contractor shall not use any of the moneys, the Suffolk County Legislature. in part or in whole, and either directly or indirectly, received under the Contract in End of Text for Exhibit 2 - connection with the prosecution of any civil action against the County in any jurisdiction or 3 of 3 pages SUFFOLK COUNTY DEPARTMENT OF LABOR, LICENSING & CONSUMER AFFAIRS LOCAL LAW COMPLIANCE UNIT LIVING WAGE CERTIFICATION/DECLARATION - SUBJECT TO AUDIT If either of the following definitions of 'compensation' (Living Wage Law Chapter 575 - 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-1 (Notice of Application for County Compensation). If the following definitions do not apply, the contractor/reciplent 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 financing 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 furnishing 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 definition, 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. Uwe 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 this company has received compensation, from the County of Suffolk as defined in the Law (compensation) a wage rate of no less than $11.52 ($9.25 for child care providers) per hour worked with health benefits, as described in the Law, or otherwise $13.12 ($10.50 for child care providers) per hour or the rates as may be adjusted annually in accordance with the Law. (Chapter 575-3 B) Check if applicable I/we further agree that any tenant or leaseholder 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 contractor or subcontractor of this company that employs at least ten (10) persons in producing or providing goods or services 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 575-2) Uwe further agree to permit access to work sites and relevant payroll records by authorized County representatives for the purpose of monitoring 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. All payroll and benefit records required by the County will be maintained for inspection for a similar period of time. (Chapter 575-7 D) The County Department of Labor shall review the records of any Covered Employer at least once every three years to verify compliance with the provisions of the Law. (Chapter 575-4 C) Section II The Living Wage Law does not apply to this contract for the following reason(s): Check if applicable Section III Contractor Name: Town of Southold Federal EmployerID#: 11-600-1939 Contractor Address: 59035 Main Road Amount of compensation: $7,238.00 Southold, New York 11971 Vendor Contractor Phone (631) 765-1889 Description of project or service: Section IV Id eclare under pe of perjury under the Laws of the State of New York that the undersigned is authorized to provide this certification, and that the abo 'true and co t. ? I g 3 Authorized i81ature Date Scott A Russell, Supervisor Print Name and Title of Authorized Representative DOL: LW-38 (revised 12/12) SUFFOLK COUNTY DEPARTMENT OF LABOR - LIKING WAGE UNIT NOTICE OF APPLICATION FOR COUNTY ASSISTANCE (Contract) Living Wage Law, Suffolk County Code, Chapter 575 (2001) To Be Completed By Applicant/ Employer/Contractor 1) NAME: Town of Southold 2) VENDOR 3) CONTRACT ED If known) (if 4) CONTACT: Lynne )Rrauza 5) TELEPHONE (631)t 765-1939 6) ADDRESS: 59035 Main Road Southold, New York 11971 7) TERM OF CONTRACT (DATES): 6/ l/ 13-6/30/ 14 8) PROJECT NAME: (IF DIFFERENT FROM #1) operation Shield 9) AMOUNT: $7,238.00 10) AWARDINGAGENCY• Homeland Security 11) BRIEF DESCRIPTION OF PROJECTOR SERVICE: Maritime law enforcement focusing on foreign flagged vessels. Suffolk 12) PROJECTED EMPLOYMENT NEEDS: (attach a statement listing, by job classification, the total workforce dedicated to performing this contract or service, including calculation of estimated net increase or decrease in jobs as a result of funding). 13) PROJECTED WAGE LEVELS: (attach a statement listing projected wage levels, compensated days off and medical benefits for total workforce dedicated to fulfilling the terms of this contract, broken down annually for each year of the term of the contract). DOL: LW-I(revised 4/12) 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 Suffolk County Code Chapter 353 2006 To Be Completed By Applicant/ Covered Employer//Owner EMPLOYER/CORPJBUSINESS/COMPANY NAME: Town of Southold 1) ADDRESS: 59035 Main Road Southold, New York 11971 2) NOT-FOR-PROFIT: YES x NO_ (SUBMIT PROOF OF IRS NOT-FOR-PROFIT STATUS) 3) VENDOR 4) CONTRACT ID: (If known) (If known) 5) CONTACT: Lynne Krauza 6) TELEPHONE (631) 765-1939 7) TERM OF CONTRACT OR EXTENSION (PROVIDE DATES): 6 / I / 13-6 / 30/ 14 8) BRIEF DESCRIPTION OF COMPENSATION, PROJECT OR SERVICE Maritime law enforcement focusing on foreign flagged vessels. SUBCONTRACTOR: 1) ADDRESS: 2) VENDOR: 3) TELEPHONE 4) CONTACT: 5) DESCRIPTION OF COMPENSATION, PROJECT OR SERVICE EVIDENCE OF COMPLIANCE: COPIES OF THE FOLLOWING MUST BE MAINTAINED BY COVERED EMPLOYERS OR THE OWNERS THEREOF FOR EACH EMPLOYEE FOR THE TIME PERIODS SET FORTH IN SUFFOLK COUNTY CODE SECTION 353-14 (A): A. United States passport; or B. resident alien card or alien registration card; or C. birth certificate indicating that person was born in the United States; or D. (1) a driver's license, if it contains a photograph of the individual; and (2) a social security account number card (other than such a card which specifies on its face that the issuance of the card does not authorize employment in the United States); or E. employment authorization documents such as an H-1B visa, H-211 visa, and L-I visa, or other work visa as may be authorized by the United States Government at the time the County contract is awarded for all covered employees. DOL: LHE-1 (revised 4/12) AFFIDAVIT OF COMPLIANCE WITH THE REQUIREMENTS OF 8 U.S.C. SECTION 1324a WITH RESPECT TO LAWFUL HERING OF EMPLOYEES State of New York ) ss: Countyof Suffolk County ) Scot tOussell being duly sworn, deposes and says: (Print Name of Deponent) 1. I am the owner/authorized representative of Town of Southold (Circle one) (Name of Corp., Business, Company) 2. I certify that I have complied, in good faith, with the requirements of Title 8 of the United States Code (U.S.C.) Section 1324a (Aliens and Nationality) with respect to the hiring of covered employees and with respect to the alien and nationality status of the owners thereof, as set forth in Suffolk County Code Chapter 353. 4i 9tureofDeponenr) Sworn to before me this 04`day of 20 (Notary Public) MARM D. FINNEGAN Notary Public, State of New York No. IF ~~coun DO LHssio mmission Expires March 26,ty0 t! Suffolk County, New York Department of Labor SUFFOLK COUNTY DEPARTMENT OF LABOR - LABOR MEDIATION UNIT UNION ORGANIZING CERTIFICATIONMECLARATION - SUBJECT TO AUDIT If the following definition of "County Contractor" (Union Organizing Law Chapter 803-2) 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, 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 any 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 803-3 A), nor seek reimbursement from the County for costs incurred to assist, Applicable promote, or deter union organizing. (Chapter 803-3 B) Uwe further agree to take all action necessary to ensure that County funds are not used to assist, promote, or deter union organizing. (Chapter 803-313) Uwe further agree that Uwe will not use County property to hold meetings to assist, promote, or deter union organizing. (Chapter 803-3E) Uwe 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. Uwe 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 803-31) Uwe further affirm to the following as to the goods and/or services that are the subject of the contract with the County of Suffolk: • Uwe will not express to employees any false or misleading information that is intended to influence the determination of employee preferences regarding union representation; • Uwe will not coerce or intimidate employees, explicitly or implicitly, in selecting or not selecting a bargaining representative; • Uwe 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; • Uwe understand my/our obligation to limit disruptions caused by prerecogaition 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 • Uwe 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. Uwe shall include a list of said procedures in such certification. Section II I -1 The Union Organizing Law does not apply to this contract for the following reason(s): X Will not receive more than S50,000 in County funds Check if Applicable DOL: LOI (revised 4/12) Suffolk County, New York Department of Labor Section III 1I-600-1939 Contractor Name: Town of Southold Federal Employer ID#: Contractor Address: 59035 Main Road Amount of Assistance: $7,238.00 Southold, New. York 11971 Vendor Contractor Phone (631) 765-1939 Description of project or service: Maritime law enforcement focusing on foreign flagged vessels. Section IV In the event any part of the Union Organizing Law, Chapter 803 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 ab initio. Section V I declare under penalty of jury under the Laws of the State of New York that the undersigned is authorized to provide this certification, and that the a is true d correct. Date Authorized Signa e ScottARussell, Supervisor Print Name and Title of Authorized Representative DOL: LOI (revised 4/12)