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HomeMy WebLinkAboutResidential Repair Program OLUTION 2014-251 RES *wsgr ADOPTED DOC ID: 9615 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2014-251 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 11, 2014: 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 Suffolk County Office for the Aging for community services for the. Elderly Residential Repair Program for the period April 1, 2014 through March 31, 2015, at no cost to the Town, subject to the approval of the Town Attorney. t~.~~ Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: James Dinizio Jr, Councilman SECONDER: Jill Doherty, Councilwoman AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell County of Suffolk (a Steven Bellone Suffolk County Executive Office for the Aging Holly S. Rhodes-Teague Director April 16, 2014 The Honorable Scott A. Russell RECEIVED Supervisor Town of Southold APR 18 2014 53095 Main Road, P.O. Box 1179 Southold, New York 11971-0959 Town Attorney's Office RE: CSE Residential Repair IFMS No. 00000006224 Dear Supervisor Russell: The fully executed Agreement referenced above is enclosed for your files. Attached is a copy of All Department Heads Memorandum 30-97 explaining budget modification requirements. Any budget modification not meeting these requirements may be delayed or rejected by the Budget Office. Also enclosed find the Notification of Rights, which must be posted as part of your compliance with Local Law No. 12-2001, the Living Wage Law. If you require any further information, please contact Ellen Frankino at 853-8262. Sincerely, Joanne Kandelll ~C Principal Accountant JK:EF:kb Enc. cc: Ellen Frankino Mary-Valerie Kempinski Karen McLaughlin GASLE LUWALL FORM LETTERSUb4B6A/yexec.ADH.NOR.TO CGEF.dDc H. LEE DENNISON BUILDING • 100 VETERANS MEMORIAL HIGHWAY • P.O. BOX 6100 • HAUPPAUGE, N. Y. 11788-0099 • PHONE (631) 853-8200 0 FAX (631) 853-8225 NOTIFICATION OF RIGHTS UNDER THE LIVING WAGE LAW According to the provisions of Local Law #12-2001 (the Living Wage law) enacted by Suffolk County in July of 2001, a living wage rate was established. The Living Wage shall be adjusted each year in proportion to the increase of the area Consumer Price Index. Effective January 1, 2014, the Living Wage will increase to $11.74 per hour with health benefits and $13.37 per hour without health benefits for covered employees of an agency receiving financial compensation through the County. The law also mandates that full time workers receive at least 12 compensated days off per year through any combination of sick, vacation or personal leave and includes paid holidays provided by the employer. The Suffolk County Department of Labor has been designated as the agency to administer this law and to this end has established a Living Wage Unit. Further information concerning the parameters of the Living Wage law may be obtained by contacting this Unit (631-853-3808) or accessing the Suffolk County web page at www.co.suffolk.nv.us/labor and following the link to the Living Wage section. All inquiries will remain confidential. 30-97 OFFICE OF THE COUNTY EXECUTIVE ALL-DEPARTMENT-HEADS MEMORANDUM DATE: June 10, 1997 CONTRACT AGENCY BUDGET MODIFICATIONS This memorandum applies to those departments who pay contract agencies from the operating Budget 4770 or 4980 objects. On August 29,1995, ADH 47-95 was issued to resolve problems whicli had developed regarding the procedures and requirements for modifying contract agency budgets. In early 1997, there were again problems with timeliness and the reasons for modifications for certain departments involving 1996 contracts. Departments who deal with contract agencies have a major responsibility in the processing of contract budget modifications. Therefore, the attached procedures, which take effect with all 1997 contracts should be closely followed. Please distnbute these procedures to all of your contract agencies. If there are any questions regarding this ADH, please contact your departments Budget Examiner. ERICA. KOP Chief Deputy County Executive 'stribut'0 Department Heads Attachment ~tianRl(~~ JUN 11 1997 BUDGET AfflaM C TONS REOUIRBMB1VTS• 1. Non-cquipment requests for contract budget modifications must be received Executives Budget Office no later than 45 calendar days prior to the end of the contract fiscal year. Equipment modifications must be received 9o calendar days prior to the end of the contract fiscal year, 2. Under no cireumstancr_s can expenditures for which a budget modification is being requested be made prior to the approval of the modification by the Budget 0 11ce. 3. An agency will be restricted to three approved modifications per year. 4. Each line item requested to be modified must be fully justified and must be. directly related to the intent of the program. 5. Any transfers to increase salary rates of contract employees, create new positions, or change the title of a position, must be submitted prior to the rate increase being given or the position being filled The Budget Office will of approve retroactive salary increases. The only exception applies to a retroactive labor agreement between an agency: and their union bargaining unit(s), 6. Budget modifications cannot increase the dollar amount ofthe contract ~fRO-~Ul~: • 1. Four copies of the proposed budget modification and one copy of the justification, including a letter from the agency requesting the change, should be forwarded to the Budget O>fice with the department's recommendation within fifteen (15) calendar days of r oeipt of the request by the department 2. The jusdficatiQn must include the effect of the modification on the pmgram,•changes in the available reimbursement to the County. if any, the additional dollar amount which will be paid to the agency, and the dollar amount of reimbursement to the County, if the modification is approved 3. If the contract is funded under a Federal or State grant, or State reimbumeffient, the Department Head must advise in the transmittal memo whether State or Federal approval for the modification is required and whether the attached documentation showing the change has been approved by the funding agency. 4. The budget modification format must indicate the line item, the current budget amount, the amount spent year to date, the new amount of the line item and the dollar amount of the change. . LawNo ORIGINAL IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001JKD1-6777-4980-95285 Contract 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 Office for the Aging ("the Department"), located at 100 Veterans Memorial Highway, P.O. Box 6100, Hauppauge, New York 11788-0099; and Town of Southold ("the Contractor"), a Municipal Corporation, having an address at 53095 Main Road, P.O. Box 1179, Southold, New York, 11971. The Contractor has been designated to receive funds from the County for Community Services for the Elderly (CSE) Residential Repair ("the Services") as set forth in Article I, entitled "Description of Services." Term of the Contract: April 1, 2014 through March 31, 2015; with an option, to be exercised at the County's discretion, to September 30, 2015 on the same terms and conditions herein. Units of Service: 1000 Units of Residential Repair Services 145 Unduplicated Persons Total Cost of the Contract: Shall not exceed $19,380.00, to be paid as set forth in Articles V and VI, attached. Terms and Conditions: Shall be as set forth in Articles I through VI, 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 South d County Suffolk By: By. S A. Russell Dennis M. Cohen Supervisor Chief Deputy County Executive Fed. Tax 1D3 ~1--6 0 11939 Date `y//y Date S~ A. au5flil~ hereby certifies Approved: un3ler penalties perjury that I a an officer of Department ~l D~J /1 14 7( that I have read and I am familiar with §A5-7 of Article V of the Suffolk By: Couaode, and that Holly Rl des-Teague /C/ meets all Director, Offtcp fir the Aging requirements to ify for exemption thereunder. Date// Name t3 Recam ended: Date 31 d7 / d By. Ritva Gottesman Approved as to Form: Assistant Senior nt n Program Coordinator Dennis M. Brown, Date County Attorney By: A / Mary E Po er Assistant County Att mey 0025086 Date Page 1 of 34 Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001 JKD1-6777-4980-95285 List of Articles Page # Article I .............................................................................................................................................................................5 Description of Services ..........................................................................................................................................................5 Article II ...........................................................................................................................................................................15 Definitions ...........................................................................................................................................................................15 1. Meanings of Terms 15 2. Elements of Interpretation 16 Article III ...........................................................................................................................................................................17 General Terms and Conditions ..........................................................................................................................................17 1. Contractor Responsibilities 17 a. Duties and Obligations 17 b. Qualifications, Licenses, and Professional Standards 17 c. Notifications ..................................................................................................................................17 d. Documentation of Professional Standards 17 e. Credentialing .................................................................................................................................17 f. Engineering Certificate 18 2. Termination .........................................................................................................................................18 a. Thirty Days Termination 18 b. Event of Default; Termination on Notice 18 c. Termination Notice 18 d. Duties upon Termination 18 3. Indemnification and Defense 18 4. Insurance 19 5. Independent Contractor 19 6. Severability 20 7. Merger; No Oral Changes 20 8. Set-Off Rights 20 9. Non-Discrimination in Services 20 10. Nonsectarian/Nonpartisan Declaration 20 11. Governing Law 20 12. No Waiver 20 13. Conflicts of Interest 20 14. Cooperation on Claims 21 15. Confidentiality 21 16. Assignment and Subcontracting 21 17. Changes to Contractor 21 18. No Intended Third Party Beneficiaries 22 19. Certification as to Relationships 22 20. Publications 22 21. Copyrights and Patents 22 a. Copyrights .....................................................................................................................................22 b. Patents ...........................................................................................................................................22 Page 2 of 34 Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001 JKD1-6777-4980-95285 22. Arrears to County 22 23. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction 22 24. Certification Regarding Lobbying 23 25. Record Retention 23 26. Notice 23 Article IV ...........................................................................................................................................................................24 Suffolk County Legislative Requirements .........................................................................................................................24 1. Contractor'sNendor's Public Disclosure Statement 24 2. Living Wage Law 24 3. Use of County Resources to Interfere with Collective Bargaining Activities 24 4. Lawful Hiring of Employees Law 24 5. Gratuities .............................................................................................................................................25 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 25 7. Child Sexual Abuse Reporting Policy 25 8. Non Responsible Bidder 26 9. Use of Funds in Prosecution of Civil Actions Prohibited 26 10. Youth Sports 26 11. Work Experience Participation 26 12. Safeguarding Personal Information of Minors 26 13. Suffolk County Local Laws Website Address 26 Article V ...........................................................................................................................................................................27 General Fiscal Terms and Conditions ...............................................................................................................................27 1. General Payment Terms 27 a. Presentation of Suffolk County Payment Voucher 27 b. Voucher Documentation 27 c. Payment by County 27 d. Budget Modification .....................................................................................................................27 e. Budget and/or Services Revisions 27 f. Taxes .............................................................................................................................................28 g. Final Voucher 28 2. Subject to Appropriation of Funds 28 3. Personnel Salaries, Pension and Employee Benefit Plans, Rules and Procedures 28 4. Accounting Procedures 28 5. Audit of Financial Statements 29 6. Financial Statements and Audit Requirements 29 7. Furniture, Fixtures, Equipment, Materials, Supplies 30 a. Purchases, Rentals or Leases Requiring Prior Approval 30 b. Purchase Practices/Proprietary Interest of County 30 c. County's Right to Take Title and Possession 30 d. Inventory Records, Controls and Reports 31 e. Protection of Property in Contractor's Custody 31 f. Disposition of Property in Contractor's Custody 31 8. Lease or Rental Agreements 31 9. Statement of Other Contracts 31 10. Miscellaneous Fiscal Terms and Conditions 31 Page 3 of 34 Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JKD1-6777-4980-95285 a. Limit of County's Obligations 31 b. Duplicate Payment from Other Sources 31 c. Funding Identification 31 d. Outside Funding for Non-County Funded Activities 31 e. Potential Revenue 32 f. Payments Contingent upon State/Federal Funding 32 g. Denial of Aid 32 h. Budget ...........................................................................................................................................32 i. Payment of Claims 32 j. Payments Limited to Actual Net Expenditures 32 k.. Travel, Conference, and Meeting Attendance: SOP A-07 Amendment 1 33 1. Salaries ..........................................................................................................................................33 m. Salary Increases 33 n. Contractor Vacancies 33 o. No Limitation On Rights 33 p. Comptroller's Rules and Regulations 33 Article VI ...........................................................................................................................................................................34 Article VI Budget Page 4 of 34 Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZI-6777-4980-95286 Article I CSE Residential Repair Description of Services Whereas, the Contractor has been identified in the 2014 Suffolk County Adopted Budget under the pseudo code as listed on page one of the Contract to perform the Services for the Department; and Whereas, the Town of East Hampton has been designated as a line item in the Suffolk County Operating Budget to receive funding; and Whereas, the continuity of service delivery is considered to be in the best interest of the County and the elderly residents of Suffolk County for the best possible outcomes; 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. Goals of the Program The Residential Repair Program ("Program") is to provide persons aged sixty (60) or over, who are in need, with minor repair and renovation assistance to remediate or upgrade substandard, unsuitable or unsafe housing, including, but not limited to, handicapped modifications or crime prevention modifications. The Program provides the required labor and recipients pay for necessary supplies and materials. Persons aged sixty (60) and over who are incapable of maintaining their homes because of illness, incapacity, handicap or absence of a caretaker relative are eligible to receive services. 3. General Terms and Conditions In general, but without limitation, the Contractor shall be required to meet the criteria listed below: a. The Contractor is to afford priority to servicing those elderly persons who New York State has identified as the target population (minority, low-income, frail, and vulnerable) in accordance with paragraph number five (5) below. b. The Contractor may not impose a means test of eligibility. No income or asset information may be used to determine eligibility for service notwithstanding any other provisions of this Agreement. C. Persons eligible for or receiving the same or a similar service under another government-funded program are not eligible for this service. However, determination of eligibility must be done on an individual basis recognizing specific circumstances as they pertain to the person's need. d. The Contractor may not charge any fees for services. 5 of 34 pages CSE 2014 ARTICLE I Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001JJZI-6777-4980-96286 4. Administration Overall administration of this program will be the responsibility of the Contractor. The Contractor or its designee will insure proper implementation and direction of the services, act as liaison between the Department and the actual recipients of service and insure accuracy and timeliness of submission of all reporting forms and expenditures. 5. Contractor's Staff a. The Contractor shall employ adequate numbers of qualified staff, which may include volunteers, and supervisory personnel to meet all the specifications and responsibilities of the program in an orderly, punctual and reliable manner. All meetings and trainings required by the County are to be attended by the appropriate staff. The Contractor will have on file with the Department the procedures to be followed by workers and other staff in case of emergency. b. The Department has the right to review and approve Contractor's staff applicable to the Program. C. The provisions of this paragraph five (5) are in addition to the provisions of Article V, paragraph 10, subparagraph n. 6. Coordination The Contractor shall coordinate the delivery of services with other providers and organizations to provide the most suitable outcomes and minimize possible duplication of effort. In order to accomplish this, the Contractor will undertake activities such as but not limited to participation in inter-agency meetings, coordination of referrals and follow-ups with other local service providers, entering into agreements with other organizations for joint efforts and/or funding, centralized assessment and maintaining up-to-date resource materials both within and outside the Contractor's organization. 7. Targeting and Outreach a. Targeting activities must be designed to identify individuals in the target populations who need services and to increase service delivery to the target population by linking targeted populations to, or providing them with, appropriate service. Consistent with the OAA and NYS applicable regulations, including the following laws: the Older Americans Act (OAA), Title III of the Code of Federal Regulations, 45 CFR 1321; the NYS Elder Law and relevant NYS regulations (Title 9, Subtitle Y of the New York State Code of Rules and Regulations); the Contractor's targeting goal is to substantially increase the numbers of older adults from targeted population groups (minority, low-income, frail, vulnerable). b. The Contractor must give preference to providing services to older individuals with the greatest economic or social needs with particular attention to specifically identified targeted groups, (OAA §305 (a)(2)(E)). The term "greatest economic need" is defined as the need resulting from an income at or below the poverty levels as established annually by the U.S. Office of Management and Budget. The term "greatest social need" refers to the need caused by non- economic factors which include physical and mental disabilities, language barriers and cultural, social or geographical isolation including isolation caused by racial or ethnic status that restricts an individual's ability to perform normal daily tasks or threatens the capacity of the individual to live independently (OAA §102 (23 and 24)). 6 of 34 pages CSE 2014 ARTICLE I Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001JJZ1-6777-4980-96285 C. The following four target groups have been identified as having the greatest economic and social needs: minority, low income, frail and vulnerable. i. Minority-persons of Black, Hispanic, Asian, Native American (American Indian), Alaska Native, Native Hawaiian or Other Pacific Islander origins. Persons whose origins are of two (2) or More Races or who are identified as being in a racial category different from those above (other than white) may be included (see the Other Race or two (2) or More Races categories, defined below). a) Black - refers to a person who has origins in any of the Black racial groups of Africa. This includes, for example, persons who self report as Black, African American, Kenyan, Nigerian, Haitian or other applicable identification. b) Hispanic (or Latino) - refers to a person of Cuban, Mexican, Puerto Rican, South or Central American, or other Spanish culture or origin regardless of race. Hispanic origin can be viewed as the heritage, nationality group, lineage, or country of birth of the person or the person's parents or ancestors before their arrival in the United States. People who identify their origin as Hispanic, Latino, or Spanish may be any race. C) Asian - refers to a person having origins in any of the original peoples of the Far East, Southeast Asia, or the Indian subcontinent, including, but not limited to, Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, the Philippine Islands, Thailand, and Vietnam. d) American Indian or Alaska Native - refers to a person having origins in any of the original peoples of North and South America (including Central America) and who maintains tribal affiliation or community attachment. This category includes people who indicated their race(s) as "American Indian or Alaska Native" or reported their enrolled or principal tribe, such as Navajo, Blackfeet, Inupiat, Yup'ik, and/or Central American or South American Indian groups. e) Native Hawaiian or Other Pacific Islander - refers to a person having origins in any of the original peoples of Hawaii, Guam, Samoa, or other Pacific Islands. f) Other Race or two (2) or More Races - this category includes persons who self-identify as multiracial, mixed, interracial, or a racial category other than white, not included in the descriptions above. ii. Low-Income-Persons with incomes at or below 150% of the poverty level. iii. Frail-Persons with one or more functional deficits in the following areas: a) Physical functions; b) Mental functions; C) Activities of daily living (eating, bed/chair transfer, dressing, bathing, toiletry and continence); and/or, 7 of 34 pages CSE 2014 ARTICLE I Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95285 d) Instrumental activities of daily living (meal preparation, housekeeping, shopping, medications, telephone, travel, and money management). Disabled-Any person who has a physical or mental impairment which substantially limits one or more major life activities, has a record of such impairment, or is regarded as having such impairment. This includes alcoholism and drug addiction. iv. Vulnerable-Persons with a deficit of social resources, those who are isolated socially, linguistically or geographically, and/or those affected by other environmental conditions including the following: a) Language barriers; Limited English Proficiency - Individuals who do not speak English as their primary language and who have a limited ability to read, write, speak, or understand English may be limited English proficient, and may be eligible to receive language assistance with respect to a particular type of service, benefit, or encounter. b) Rural residence; c) Persons with disabilities; d) Institutionalized or at risk of institutionalization; e) Lesbian, gay, bisexual, transgender (LGBT) older adults; f) Low literacy; g) Older adult caregivers of children with developmental disabilities, mental illness, or other disabilities requiring a caretaker (e.g., traumatic brain injury); h) Homebound; and, i) Alzheimer's or other Dementia. d. In order to comply with Targeting requirements, the Contractor must employ Outreach Strategies which may include, but are not limited to, locating target populations using Census or other resource data, translated printed materials, location of services in catchment areas for targeted populations, publicity to community-based groups, and minority staff/volunteers. 8. Equal Access a. The Contractor shall comply with requirements for equal access including language accessibility, nondiscrimination and concentration of services on target populations. b. The Contractor shall adopt staffing procedures which provide for services to be delivered in a language other than English in areas where a significant number of clients do not speak English as their principal language. C. The Contractor shall provide maximum accessibility to those older adults in greatest economic or social need, and ensure that new sites be free from architectural barriers that limit participation of disabled older individuals (NYS regulations, Title 9, Subtitle Y, §6652.2 (1)). Accessibility requirements include provision of services and assistive devices (including assistive technology services and devices) designed to meet the unique needs of older individuals who are disabled, and of older individuals who provide uncompensated care to their adult children with disabilities. Providers must ensure that communications with individuals with disabilities are as effective as communications with others (ADA, 28 CFR 35.160-35.164). For example, auxiliary aids and services may include: 8 of 34 pages CSE 2014 ARTICLE I Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001 JJZ1-6777-4980-95285 • For individuals who are deaf or hard of hearing: qualified interpreters, note takers, computer-aided transcription services, written materials, telephone handset amplifiers, assistive listening systems, telephones compatible with hearing aids, closed caption decoders, open and closed captioning, telecommunications devices for deaf persons (TDDs), videotext displays, and exchange of written notes. • For individuals with vision impairments: qualified readers, taped texts, audio recordings, Brailed materials, large print materials, and assistance in locating items. • For individuals with speech impairments: TDDs, computer terminals, speech synthesizers, and communication boards. d. Additionally, consistent with the Civil Rights Act of 1964, Title VI, the Title VI regulations, federal Executive Order 13166, and the NYS Human Rights Law. All AAAs and subcontractors are required by law to take reasonable steps to provide meaningful access to limited English proficient persons. All aging services providers, are obligated to provide reasonable, timely, and appropriate language assistance to the limited English proficiency (LEP) populations each serves. Mandated Action: The Contractor must, at a minimum, maintain a telephonic interpretation service contract or similar community arrangement with a language interpretation services provider of their choice. The Contractor's staff for this Program with public contact must be aware of, and trained in the timely and appropriate use of, these language services. The Contractor shall also ensure that LEP persons are informed of the availability of language assistance, free of charge, by providing written notice in languages LEP persons will understand at service locations. 9. Reporting Requirements One (1)unit of service is equal to one (1) hour of residential repair/renovation service. a. The Contractor shall submit to the Department monthly reports covering program activity and expenses incurred during the reporting period. Such reports must be submitted to the Department by the tenth (10'h) day of the month following the period being reported, and be on a form specified by the Department and shall comply with all procedures required by the Department for the proper payment of vouchers and audits. b. Financial reports, or vouchers, also must never contain the names of the clients served, but may be coded to indicate the particular client served. C. The Contractor must at a minimum determine and maintain the following specific type of demographic information for each individual receiving services. Demographics The Contractor must at a minimum determine and maintain the following specific type of demographic information for each individual receiving services: • Name. • Sex. • Age. 9 of 34 pages CSE 2014 ARTICLE I Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95285 • Disabled/Frail. • Vulnerable. • Live Alone. • Low Income - The need resulting from an income level at or below the poverty threshold, as established by the Bureau of the Census and updated annually as follows: Family Size 150 % of Poverty Threshold 185 % of Poverty Threshold 1 $17,505/year $21,590/year 2 $23,595/year $29,101 /year • Minority. • Low Income Minority - those minority persons whose income is at or below the poverty threshold. 10. Incident Reporting a. The Contractor agrees to provide the Department with reports of all instances of claims, costs, damages, and injuries to persons or property of whatsoever kind arising out of services provided under this Agreement. All such notifications should be given to the Department immediately after the incident, if possible, but in no case longer than five (5) days after the incident. The Contractor further agrees to send the Department copies of all "notices of claim" or any other papers relating to litigation it receives relating to the program covered under this Contract. b. The Contractor will report at least verbally to the Department, within twenty four (24) hours any incidents involving the client, whether the incident requires medical attention or not. A written follow up of such incident shall be sent to the Department within five (5) days of occurrence. The Contractor will report any circumstances outside normal events that affect the well-being of the client, including deteriorating conditions and significant changes that might lead to unsafe conditions for the client. 11. Confidentiality Confidential records shall be maintained on each recipient. Reports, as required by the Department, should not contain the names of any clients, and identifying codes should be used to indicate particular clients served, if necessary. a. The Contractor agrees that no personal information obtained from an individual in conjunction with this program shall be disclosed in a form in which it is identified with the individual without such individual's written consent to such disclosure, except to the Department. b. In the case of a request by the Department for names and addresses of individuals participating in the program, the Contractor shall furnish such information as requested. Failure to comply with a request by the Department for such information shall be deemed a material breach of this Contract and shall result in a freeze on all monies due and owing to the Contractor until compliance by the Contractor. 10 of 34 pages CSE 2014 ARTICLE I Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95285 12. Promotions and Advertisements a. It is the responsibility of the Contractor to provide publicity for the program and to have an identifying logo in equal sized lettering on any printed materials and on all brochures, flyers, and advertisements (including without limitation television graphics), and on Program vehicles, as follows: Funded by the Department of Health and Human Services through the New York State Office for the Aging and the Suffolk County Office for the Aging b. Any announcements of the Program on radio or television must identify funding in the same manner. C. The provisions of this paragraph 12 supersede the provisions of paragraph 20 of Article III. 13. Contributions a. The Contractor may not impose a means test of eligibility. No income or asset information may be used to determine eligibility for service notwithstanding any other provisions of this Contract. Any Suffolk resident sixty (60) years of age or older is eligible to receive this service. b. The Contractor has the obligation to inform each recipient of the service, of the opportunity to make a completely voluntary and anonymous contribution toward the cost of the service. Service may not be denied, however, if a person is unable or unwilling to make a contribution. An audit trail of all incoming contributions received must be reported monthly. All contributions are used to expand the service. The letter sent to each recipient annually informing him/her of these facts must include the sources of funding for the program and must include the following information: Contributions to this (these) service(s) are completely voluntary and anonymous. Service will not be denied if you are unable or unwilling to contribute. Any contribution you wish to make will be used to expand the program and will be greatly appreciated. C. The Contractor must encourage individuals with self-declared incomes at or above one hundred eighty five percent (185%) of the federal poverty guideline to contribute at levels based on the actual cost of services. 14. Participant Comments & Satisfaction Surveys Pursuant to the NYS Office for the Aging Regulations Section 6654.8, the Contractor shall develop and implement procedures to obtain the views of program participants about the services they receive. Copies of records of such views shall be maintained for at least five (5) program years and shall be available to the Department for inspection upon request. Such method shall respect the client's right to confidentiality. In any event, at conclusion of the service, but not less often than annually, the Contractor shall send each recipient an evaluation letter and survey in the form approved by the Department, informing him/her of the sources of funding for the program and including the following information: Contributions are welcomed and are used to expand this service. 11 of 34 pages CSE 2014 ARTICLE I Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001JJZ1-6777-4980-95286 15. Monitoring a. Financial Transactions The Department's staff and staff of the New York State Office for the Aging may examine or review evidence regarding the existence, timing and classification of financial transactions that are charged to the program for reimbursement. To obtain this evidence, such staff may examine documentary evidence, including financial statements, financial reports, etc., and original records. Such staff may make physical verification by actually observing or counting certain assets (e.g., cash, equipment and supplies) to establish their physical existence. b. Program Subject to the limitations of client confidentiality, the contractor agrees to permit the Department's staff and staff of the New York Office for the Aging to review program records and to monitor training, supervision and services at any time. 16. Grievance Procedures In accordance with §306 (a) (6) (P) of the Older Americans Act, as amended (OAA) and NYS Regulations 6654.16, the Department has established a process for resolving complaints from older persons who are dissatisfied with or denied services. The Contractor shall comply with the requirements of the Grievance Procedures as set forth in Article lA - Grievance Procedures. 12 of 34 pages CSE 2014 ARTICLE I Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001 JJZ1-6777-4980-95285 Article IA Grievance Procedures 1. Purpose In accordance with §306 (a) (6) (P) of the Older Americans Act, as amended (OAA), the Suffolk County Office for the Aging has established a process for resolving complaints from older persons who are dissatisfied with or denied services. 2. Notifying Participants of the Right to File a Grievance a. The Contractor shall inform all participants in the program of the right to file a grievance. A summary of the procedures, including a statement that assistance to file shall be provided to older persons, must be prominently posted at service delivery sites or offices at which participants and service applicants apply for services. Summaries must be in a format approved by the Department and shall also be written in languages other than English where required to serve the client/applicant population. Service participants shall be informed of the grievance procedures through written and verbal statements provided to them upon assessment and/or reassessment for services. b. A participant or applicant who is denied services by the Contractor and the Department program monitor must be given the reasons for the denial. The denial shall be confirmed in writing and the applicant informed of the right to file a grievance and to whom the grievance shall be addressed. For services which are applied for by telephone or verbally, in person, the client may be told of the right to file a grievance verbally. 3. Grievance Process a. Filing of grievances must follow the following process: i. Participants must submit their grievances in writing to the Department's Program Administrator. ii. The grievance should be filed within thirty (30) days of denial, reduction or termination of services, or of the event or circumstances with which the participant is dissatisfied. The Department's Program Administrator may grant an extension for good cause shown. iii. The grievance should be filed on the form approved by the Department, which shall include a written statement setting forth in detail the date, time and circumstances that are the basis of the complaint. b. Investigation and Response to Grievance: i. The designated reviewer who performs the initial review shall investigate the grievance, including, as appropriate, meeting with the grievant and other persons involved in the action(s) complained of or in the denial of services. ii. The reviewer shall review all pertinent facts and/or documents, and shall determine whether the agency action was made in accordance with lawful procedures (that is, consistent with applicable OAA and or State laws, regulations and policies) and supported by the facts. 13 of 34 pages CSE 2014 ARTICLE I • Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95285 iii. The designated reviewer shall prepare and send a written response to the grievant and to the Department's Director within fifteen (15) days after the grievance is filed. The response shall set forth the circumstances relating to the grievance, the action requested by the grievant, the findings of the reviewer, a proposed remedial action, if any, and reason(s) for and facts relied on in the determination. C. Appeal of Initial Response/Decision: i. The grievant may initiate a request for subsequent review by the Department's Director within twenty (20) calendar days following receipt of notification by the Program Administrator of the decision. iii. The Department's Director shall request copies of the initial file on the complaint in question. The Department's Director will review the materials to ensure that pertinent policies and procedures have been applied and followed. If appropriate, the Department's Director or his/her designee will meet with the older person to allow the grievant an opportunity to present information about the grievance. iii. If the policies and procedures have been adhered to, the Department's Director will not overturn the decision of the Program Administrator. If proper policies and procedures have not been applied, the Department reserves the right to overturn the decision. The subsequent review shall be completed within forty-five (45) days of receipt of the request by the older individual and the grievant will be notified in writing of the result of the subsequent review. 4. Record Keeping The Department shall keep the records of the grievance and its handling for six (6) years following the conclusion of the calendar year of the occurrence. The file shall contain, at a minimum, but not limited to the initial grievance, any investigative reports; any written response submitted by the Department or the service provider; any documents or other records submitted by any party; the written Initial Response of the agency, and, if applicable, the notice to the grievant of the right to an appeal. 5. Confidentiality No information, documents or other records relating to a grievance shall be disclosed by program staff or volunteers in a form that identifies the grievant without the written informed consent of the grievant, unless the disclosure is required by court order or for program monitoring by authorized agencies. End of Article IA 14 of 34 pages CSE 2014 ARTICLE I Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95285 Article II process; or Definitions d. the Contractor's failure to comply with any 1. Meanings of Terms Federal, State or local law, rule, or regulation, and County policies or directives; or As used herein: C. the Contractor's bankruptcy or insolvency; or "Audit of Financial Statements" means the examination by the Comptroller and any Federal or State auditing authority of f. the Contractor's failure to cooperate in an Audit the financial statements of the Contractor resulting in the of Financial Statements; or publication of an independent opinion on whether or not those financial statements are relevant, accurate, complete, and fairly g. the Contractor's falsification of records or presented. reports, misuse of funds, or malfeasance or nonfeasance in financial record keeping arising "Budget" means the Contractor's summary or plan of all out of, or in connection with, any contract with intended revenue, whether received in the forth of fees, grants, the County; or County funding, or any other source, and expenditures necessary to render the Services. h. the Contractor's failure to submit, or failure to timely submit, documentation to obtain Federal "Budget Deficiency Plan" means an analysis of the cost of the or State funds; or Services, changes in fiscal conditions, and required modifications to the Contract to continue to render the Services. I. the inability of the County or the Contractor to obtain Federal or State funds due to any act or "Comptroller" means the Comptroller of the County of Suffolk. omission of the Contractor, or "Contract" means all terms and conditions of this Contract forming j. any condition that the County determines, in its ail rights and obligations of the Contractor and the County. sole discretion, is dangerous. "Contractor" means the signatory corporation, its officers, officials, "Federal" means the United States government, its departments, and employees, agents, servants, sub-contractors, and any successor or agencies. assign of any one or more of the foregoing performing the Services. "Fringe Benefits" means non-wage benefits which accompany, or "County" means the County of Suffolk, its departments, and are in addition to, a person's salary, such as paid insurance, sick agencies. leave, profit-sharing plans, paid holidays, and vacations. "County Attorney" means the County Attorney of the County of "Fund Source" means any direct or indirect sum payable to the Suffolk. Contractor by the County pursuant to any lawful obligation. "Department" means the signatory department approving the "Legislature" means the Legislature of the County of Suffolk. Contract. "Management Letter" means a letter certified as true by the "Engineering Services" means the definition of the practice of Contractor's certified public accountant or chief financial officer of engineering and the definition of practice of land surveying, as the findings and recommendations for improvements in internal fiscal case may be, under Section 7201 and Section 7203 of the State control that were identified during an Audit of Financial Statements, Education Law, respectively, but which were not required to be included in an audit report. "Event of Default" means "Municipal Corporation" means a town, village, or school district. a. the Contractor's failure to perform any duty "Services" means all that which the Contractor must do, and any part required of it under paragraphs l (b)-(e) of thereof arising out of, or in connection with, the Contract as Article III of the Contract; or described in Article I "Description of Services." b. the Contractor's failure to maintain the amount "State" means the State of New York. and types of insurance with an authorized insurer as required by the Contract; or "Statement of Other Contracts" means a complete list of all other contracts under which money has been or will be paid to the c. the Contractor's failure to maintain insurance Contractor from the County, Federal, or State governments, or a required by the Contract with an insurer that has Municipal Corporation, and (i) which are currently in effect or (ii) designated the New York Superintendent of which have expired within the past twelve (12) months and have not Insurance as its lawful agent for service of been renewed. 15 of 34 pages ARTICLE 11 Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001 -JJZ1 -6777-4980-95285 "Suffolk County Payment Voucher" means the document authorized and required by the Comptroller for release of payment. "Term" means the time period set forth on page one of the Contract and, if exercised by the County, the option period. 2. Elements of Interpretation Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa. Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations, and other legal entities, including public bodies, as well as natural persons, and shall include successors and assigns. Capitalized terms used, but not otherwise defined, herein, shall have the meanings assigned to them in the Contract. End of Text for Article II 16 of 34 pages ARTICLE 11 ' Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-96286 Article III holder or the Contractor to perform the General Terms and Conditions Services. 1. Contractor Responsibilities a. Duties and Obligations iii.) In the event that the Contractor is not able to perform the Services due to a i.) It shall he the duty of the Contractor to loss of license, the Contractor shall not discharge, or cause to be discharged, all be reimbursed for the Services rendered of its responsibilities, and to administer after the effective date of termination of funds received in the interest of the such license. Without limiting the County in accordance with the generality of the foregoing, if any part provisions of the Contract. of the Contract remains to be performed, and the termination of the ii.) The Contractor shall promptly take all license does not affect the Contractor's action as may be necessary to render ability to render the Services, every the Services. other term and provision of the Contract shall be valid and enforceable If.) The Contractor shall not take any to the fullest extent permitted by law. action that is inconsistent with the provisions of the Contract. d. Documentation of Professional Standards iv.) Services provided under this Contract The Contractor shall maintain on file, in one shall be open to all residents of the location in Suffolk County, all records that County. demonstrate that it has complied with sub- paragraphs (b) and (c) above. The address of the b. Qualifications, Licenses, and Professional location of the aforesaid records and documents Standards shall be provided to the County no later than the date of execution of the Contract. Such i.) The Contractor represents and warrants documentation shall be kept, maintained, and that it has, and shall continuously available for inspection by the County upon possess, during the Tenn, the required twenty-four (24) hours notice. licensing, education, knowledge, experience, and character necessary to e. Credentialing qualify it to render the Services. I.) In the event that the Deparnment, or any ii.) The Contractor shall continuously have division thereof, maintains a during the Term all required credentialing process to qualify the authorizations, certificates, Contractor to render the Services, the certifications, registrations, licenses, Contractor shall complete the required permits, and other approvals required credentialing process. In the event that by Federal, State, County, or local any State credential, registration, authorities necessary to qualify it to certification or license, Drug render the Services. Enforcement Agency registration, or Medicare or Medicaid certification is c. Notifications restricted, suspended, or temporarily or permanently revoked, it is the duty of i.) The Contractor shall immediately the Contractor to contact the notify the County, in writing, of any Department, or division thereof, as the disciplinary proceedings, commenced case may be, in writing, no later than or pending, with any authority relating three (3) days after such restriction, to a license held by any person suspension, or revocation. necessary to qualify him, her, or the ii.) The Contractor shall forward to the Contractor to perform the Services. Department, or division thereof, as the it.) In the event that a person is no longer case may be, on or before July I of licensed to perform the Services, the each year during the Term, a complete Contractor must immediately notify the list of the names and addresses of all County, but in no event shall such persons providing the Services, as well notification be later than five (5) days as their respective areas of certification, after a license holder has lost the credentialing, registration, and license required to qualify the license licensing. 17 of 34 pages ARTICLE III Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95285 L Engineering Certificate IV.) Upon termination, the Contractor shall In the event that the Contract requires any reimburse the County the balance of Engineering Services, the Contractor shall submit any funds advanced to the Contractor to the County, no later than the due date for by the County no later than thirty (30) submission for approval of any engineering work days after termination of the Contract. product, the Certificate of Authorization The provisions of this subparagraph ("Certificate"), issued pursuant to shall survive the expiration or § 7210 of the New York Education Law, of every termination of the Contract. person performing any Engineering Services. The failure to file, submit, or maintain the v.) Nothing contained in this paragraph Certificate shall be grounds for rejection of any shall be construed as a limitation on the engineering work product submitted for approval. County's rights set forth in paragraphs l(c) (iii) and 8 of this Article III. 2. Termination 3. Indemnification and Defense a. Thirty Days Termination a. The Contractor shall protect, indemnify, and hold The County shall have the right to terminate the harmless the County, its agents, servants, Contract without cause, for any reason, at any officials, and employees from and against all time, upon such terms and conditions it deems liabilities, fines, penalties, actions, damages, appropriate, provided, however, that no such claims, demands, judgments, losses, suits or termination shall be effective unless the actions, costs, and expenses caused by the Contractor is given at least thirty (30) days negligence or any acts or omissions of the notice. Contractor, including reimbursement of the cost of reasonable attorneys' fees incurred by the b. Event of Default; Termination on Notice County, its agents, servants, officials, and employees in any action or proceeding arising out t.) The County may immediately terminate of, or in connection with, the Contract. the Contract, for cause, upon such terms and conditions it deems b. The Contractor hereby represents and warrants appropriate, in the Event of Default. that it will not infringe upon any copyright in ii.) If the Contractor defaults under any performing the Services. The Contractor agrees other provision of the Contract, the that it shall protect, indemnify, and hold harmless County may terminate the Contract, on the County, its agents, servants, officials, and not less than five (5) days notice, upon employees from and against all liabilities, fines, such terms and conditions it deems penalties, actions, damages, claims, demands, appropriate. judgments, losses, suits or actions, costs, and expenses arising out of any claim asserted for c. Termination Notice infringement of copyright, including reimbursement of the cost of reasonable Any notice providing for termination shall be attorneys' fees incurred by the County, its agents, delivered as provided for in paragraph 26 of this servants, officials, and employees in any action or Article III, proceeding arising out of or in connection with any claim asserted for infringement of copyright. d. Duties upon Termination C. The Contractor shall defend the County, its t.) The Contractor shall discontinue the agents, servants, officials, and employees in any Services as directed in the termination proceeding or action, including appeals, arising notice. out of, or in connection with, the Contract, and any copyright infringement proceeding or action. Alternatively, at the County's option, the County If.) Subject to any defenses available to it, may defend any such proceeding or action and the County shall pay the Contractor for require the Contractor to pay reasonable the Services rendered through the date attorneys' fees or salary costs of County of termination. employees of the Department of Law for the defense of any such suit. III.) The County is released from any and all liability under the Contract, effective as of the date of the termination notice. 18 of 34 pages ARTICLE III Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95286 4. Insurance C. All policies providing such coverage shall be issued by insurance companies authorized to do a. The Contractor shall continuously maintain, business in New York with an A.M. Best rating during the Term of the Contract, insurance in of A- or better. amounts and types as follows: d. The Contractor shall furnish to the County, prior i.) Commercial General Liability to the execution of the Contract, declaration insurance, including contractual pages for each policy of insurance, other than a liability coverage, in an amount not policy for commercial general liability insurance, less than Two Million Dollars and upon demand, a true and certified original ($2,000,000.00) per occurrence for copy of each such policy evidencing compliance bodily injury and Two Million Dollars with the aforesaid insurance requirements. ($2,000,000.00) per occurrence for property damage. The County shall be e. In the case of commercial general liability named an additional insured. insurance and business use automobile insurance, the Contractor shall furnish to the County, prior ii.) Automobile Liability insurance (if any to the execution of the Contract, a declaration non-owned or owned vehicles are used page or insuring agreement and endorsement by the Contractor in the performance of page evidencing the County's status as an the Contract) in an amount not less additional insured on said policy, and upon than Five Hundred Thousand Dollars demand, a true and certified original copy of such ($500,000.00) per person, per accident, policy evidencing compliance with the aforesaid for bodily injury and not less than One insurance requirements. Hundred Thousand Dollars ($100,000.00) for property damage per f. All evidence of insurance shall provide for the occurrence. County to be notified in writing thirty (30) days prior to any cancellation, nonrenewal, or material Ill.) Workers' Compensation and change in the policy to which such evidence Employer's Liability insurance in relates. It shall be the duty of the Contractor to compliance with all applicable New notify the County immediately of any York State laws and regulations and cancellation, nonrenewal, or material change in Disability Benefits insurance, if any insurance policy. required by law. The Contractor shall furnish to the County, prior to its 8• In the event the Contractor shall fail to provide execution of the Contract, the evidence of insurance, the County may provide documentation required by the State of the insurance required in such manner as the New York Workers' Compensation County deems appropriate and deduct the cost Board of coverage or exemption from thereof from a Fund Source. coverage pursuant to §§57 and 220 of the Workers' Compensation Law. In h. If the Contractor is a Municipal Corporation and accordance with General Municipal has a self-insurance program under which it acts Law § 108, the Contract shall be void as a self-insurer for any of such required and of no effect unless the Contractor coverage, the Contractor shall provide proof, shall provide and maintain coverage acceptable to the County, of self-funded during the Term for the benefit of such coverage. employees as are required to be covered by the provisions of the 5. Independent Contractor Workers' Compensation Law. The Contractor is not, and shall never be, considered an iv.) Professional Liability insurance in an employee of the County for any purpose. Notwithstanding amount not less than Two Million anything contained in this Contract, the Contract shall not Dollars ($2,000,000.00) on either a be construed as creating a principal-agent relationship per-occurrence or claims-made between the County and the Contractor or the Contractor coverage basis. and the County, as the case may be. b. The County may mandate an increase in the liability limits set forth in the immediately preceding paragraphs (4)(a)(i), (ii), and (iv). 19 of 34 pages ARTICLE III Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001 -JJZ1 -6777-4980-95285 V.) treat an individual differently from 6. Severability others in determining whether or not the individual satisfies any eligibility or It is expressly agreed that if any term or provision of this other requirements or conditions which Contract, or the application thereof to any person or individuals must meet in order to circumstance, shall be held invalid or unenforceable to any receive the Services provided pursuant extent, the remainder of the Contract, or the application of to the Contract. such term or provision to persons or circumstances other b. The Contractor shall not utilize criteria or than those as to which it is held invalid or unenforceable, methods of administration which have the effect shall not be affected thereby, and every other term and of subjecting individuals to discrimination provision of the Contract shall be valid and shall be because of their race, creed, color, national enforced to the fullest extent permitted by law. origin, sex, age, disability, sexual orientation, military status, or marital status, or have the 7. Merger; No Oral Changes effect of substantially impairing the Contract with respect to individuals of a particular race, creed, It is expressly agreed that the Contract represents the entire color, national origin, sex, age, disability, sexual agreement of the parties and that all previous orientation, military status, or marital status, in understandings are herein merged in the Contract. No determining: modification of the Contract shall be valid unless in written forth and executed by both parties. i.) the Services to be provided; or ii.) the class of individuals to whom, or the S. Set-Off Rights situations in which, the Services will be provided; or The County shall have all of its common law, equitable, iii,) the class of individuals to be afforded and statutory rights of set-off. These rights shall include, but not be limited to, the County's option to withhold from an opportunity to receive the Services. a Fund Source an amount no greater than any sum due and owing to the County for any reason. The County shall 10. Nonsectarian/Nonpartisan Declaration exercise its set-off rights subject to approval by the County Attorney. In cases of set-off pursuant to a Comptroller's The Services performed under the Contract are secular and audit, the County shall only exercise such right after the nonpartisan in nature. No funds received pursuant to the finalization thereof, and only after consultation with the Contract shall be used for sectarian purposes or to further County Attorney. the advancement of any religion, candidate or partisan effort. The Services will be available to all eligible 9. Non-Discrimination in Services individuals regardless of religious belief or political affiliation. a. The Contractor shall not, on the grounds of race, creed, color, national origin, sex, age, disability, 11. Governing Law sexual orientation, military status, or marital status The Contract shall be governed by, and construed in accordance with, the laws of the State of New York, i.) deny any individual the Services without regard to conflict of laws. Venue shall be provided pursuant to the Contract; or designated in the Supreme Court, Suffolk County, the ii.) provide the Services to an individual United States District Court for the Eastern District of New that is different, or provided in a York, or, if appropriate, a court of inferior jurisdiction in different manner, from those provided Suffolk County. to others pursuant to the Contract; or 12. No Waiver iii.) subject an individual to segregation or separate treatment in any matter related It shall not be construed that any failure or forbearance of to the individual's receipt of the the County to enforce any provision of the Contract in any Services provided pursuant to the particular instance or instances is a waiver of that Contract; or provision. Such provision shall otherwise remain in full iv.) restrict an individual in any way from force and effect, notwithstanding any such failure or any advantage or privilege enjoyed by forbearance. others receiving the Services provided pursuant to the Contract; or 13. Conflicts of Interest The Contractor shall not, during the Term, pursue a course 20 of 34 pages ARTICLE III Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95285 of conduct which would cause a reasonable person to the County's written consent, enter into a believe that he or she is likely to be engaged in acts that Permitted Transfer. For purposes of the create a substantial conflict between its obligations under Contract, a Permitted Transfer means: the Contract and its private interests. The Contractor is charged with the duty to disclose to the County the i.) if the Contractor is a partnership, the existence of any such adverse interests, whether existing or withdrawal or change, whether potential. This duty shall continue as long as the Term. voluntary, involuntary or by operation The determination as to whether or when a conflict may of law, of the partners, or transfer of potentially exist shall ultimately be made by the County partnership interests (other than the Attorney after full disclosure is obtained. purchase of partnership interests by existing partners, by the partnership 14. Cooperation on Claims itself or the immediate family members by reason of gift, sale or devise), or the The Contractor and the County shall render diligently to dissolution of the partnership without each other, without compensation, any and all cooperation immediate reconstitution thereof, and that may be required to defend the other party, its employees and designated representatives, against any it.) if the Contractor is a closely held claim, demand or action that may be brought against the corporation (i.e. whose stock is not other party, its employees or designated representatives publicly held and not traded through an arising out of, or in connection with, the Contract. exchange or over the counter): 15. Confidentiality 1. the dissolution, merger, consolidation or other Any document of the County, or any document created by reorganization of the Contractor; the Contractor and used in rendering the Services, shall and remain the property of the County and shall be kept 2. the sale or other transfer of twenty confidential in accordance with applicable laws, rules, and percent or oth r more of the regulations. shares of the Contractor (other than 16. Assignment and Subcontracting to existing shareholders, the corporation itself or the immediate family members of shareholders a. The Contractor shall not delegate its duties under by reason of gift, sale or devise). the Contract, or assign, transfer, convey, subcontract, sublet, or otherwise dispose of the b. If the Contractor is a not-for-profit corporation, a Contract, or any of its right, title or interest change of twenty percent (20%) or more of its therein, or its power to execute the Contract, or shares or members shall be deemed a Permitted assign all or any portion of the monies that may Transfer. be due or become due hereunder, (collectively referred to in this paragraph 16 as "Assignment"), C. The Contractor shall notify the County in writing, to any other person, entity or thing without the which notice (the "Transfer Notice") shall prior written consent of the County, and any include: attempt to do any of the foregoing without such consent shall be void ab initio. I.) the proposed effective date of the Permitted Transfer, which shall not be b. Such Assignment shall be subject to all of the less than thirty (30) days nor more than provisions of the Contract and to any other one hundred eighty (180) days after the condition the County requires. No approval of date of delivery of the Transfer Notice; any Assignment shall be construed as enlarging any obligation of the County under the terms and ii.) a summary of the material terms of the provisions of the Contract. No Assignment of the proposed Permitted Transfer; Contract or assumption by any person of any duty of the Contractor under the Contract shall iii.) the name and address of the proposed provide for, or otherwise be construed as, transferee; releasing the Contractor from any term or provision of the Contract, iv.) such information reasonably required 17. Changes to Contractor by the County, which will enable the County to determine the financial responsibility, character, and reputation a. The Contractor may, from time to time, only with of the proposed transferee, nature of the 21 of 34 pages ARTICLE III Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001JJZ1-6777-4980-96285 proposed assignee/transferee's business 20. Publications and experience; Any book, article, report, or other publication related to the v.) all executed fors required pursuant to Services provided pursuant to this Contract shall contain Article IV of the Contract, that are the following statement in clear and legible print: required to be submitted by the Contractor; and "This publication is fully or partially funded by the County of Suffolk." vi.) such other information as the County may reasonably require. 21. Copyrights and Patents d. The County agrees that any request for its a. Copyrights consent to a Permitted Transfer shall be granted, provided that the transfer does not violate any If the work of the Contractor should result in the provision of the Contract, and the transferee has production of original books, manuals, films, or not been convicted of a criminal offense as other materials for which a copyright may be Suffolk described under Article H of Chapter a189 of ll the granted, the Contractor may secure copyright County Code. The County shall grant or protection. However, the County reserves to deny its consent to any request a Permitted itself, and the Contractor hereby gives to the Transfer within twenty (20) days s after delivery to County the County of the Transfer Notice, in accordance , and any other person designated s with the provisions of Paragraph 26 of Article the County, a royalty-free, nonexclusive license III of the Contract. If the County shall not give to produce, reproduce, publish, translate, or written notice to the Contractor denying its otherwise use any such materials. consent to such Permitted Transfer (and setting b. Patents forth the basis for such denial in reasonable detail) within such twenty (20)-day period, then If the Contractor makes any discovery or the County shall be deemed to have granted its invention during the Ter, as a result of work consent to such Permitted Transfer. performed under the Contract, the Contractor may apply C. Notwithstanding the County's consent, for and secure for itself patent protection. However, the County reserves to the terms and conditions of the itself, and the Contractor hereby gives to the i.) Contract shall in n way be deemed to County, and to any other person designated by the County, a royalty-free, nonexclusive license have been waived or modified; and to produce or otherwise use any item so ii.) such consent shall not be deemed discovered or patented. consent to any further transfers. 22. Arrears to County 1s. No Intended Third Party Beneficiaries Contractor warrants that except as may otherwise be The Contract is entered into solely for the benefit of the authorized by agreement, it is not in arrears to the County County and the Contractor. No third party shall be deemed upon any debt, contract, or any other lawful obligation, and a beneficiary of the Contract and no third party shall have is not in default to the County as surety. the right to make any claim or assert any right under the Contract. 23. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future 19. Certification as to Relationships Construction The Contractor certifies under penalties of perjury that, In the event that the Contract is subject to the Lawful other than through the funds provided in the Contract and Hiring of Employees Law of the County of Suffolk, Suffolk other valid agreements with the County, there is no known County Code Article II of Chapter 353, as more fully set spouse, life partner, business, commercial, economic, or forth in the Article entitled "Suffolk County Legislative financial relationship with the County or its elected Requirements," the Contractor shall maintain the officials. The Contractor also certifies that there is no documentation mandated to be kept by this law on the relationship within the third degree of consanguinity, construction site at all times. Employee sign-in sheets and between the Contractor, any of its paters, members, register/log books shall be kept on the construction site at directors, or shareholders owning five (5%) percent or all times and all covered employees, as defined in the law, more of the Contractor, and the County. shall be required to sign such sign-in sheets/register/log books to indicate their presence on the construction site 22 of 34 pages ARTICLE III Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001JJZ1-6777-4980.95285 during such working hours. 24. Certification Regarding Lobbying Together with this Contract and as a condition precedent to its execution by the County, the Contractor shall have executed and delivered to the County the Certification Regarding Lobbying (if payment under this Contract may exceed $100,000) as required by Federal regulations, and shall promptly advise the County of any material change in any of the information reported on such Certification, and shall otherwise comply with, and shall assist the County in complying with, said regulations as now in effect or as amended during the term of this Contract. 25. Record Retention 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 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. 26. Notice Unless otherwise expressly provided, 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: L) to the Contractor at the address on page I 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 H. Lee Dennison Building, 100 Veterans Memorial Highway, P.O. Box 6100, (Sixth Floor), Hauppauge, New York, 11788-0099. End of Text for Article III 23 of 34 pages ARTICLE III Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001 -JJZ1 -6777-4980-95285 Application for County Compensation (Contract)." Article IV Suffolk County Legislative Requirements Suffolk County Living Wage Form LW-38; entitled "Suffolk County Department of Labor - Living Wage Unit NOTE: THE CONTRACTOR'S COMPLETED LEGISLATIVE Living Wage Certification/Declaration - Subject To REQUIRED FORMS REFERENCED HEREIN ARE Audit." AVAILABLE ON FILE AT THE COUNTY ATTORNEY'S OFFICE AND THE DEPARTMENT NAMED ON THE 3. Use of County Resources to Interfere with Collective SIGNATURE PAGE OF THIS CONTRACT. Bargaining Activities It shall be the duty of the Contractor to read, become 1. Contractor'sNendor's Public Disclosure Statement familiar with, and comply with the requirements of Article I of Chapter 803 of the Suffolk County Code. It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of section County Contractors (as defined by section 803-2) shall A5-7 of Article V of the Suffolk County Code. comply with all requirements of Chapter 803 of the Suffolk County Code, including the following prohibitions: Unless certified by an officer of the Contractor as being exempt from the requirements of section A5-7 of Article V a. The Contractor shall not use County funds to of the Suffolk County Code, the Contractor represents and assist, promote, or deter union organizing. warrants that it has filed with the Comptroller the verified public disclosure statement required by Suffolk County b. No County funds shall be used to reimburse the Administrative Code Article V, section A5.7 and shall file Contractor for any costs incurred to assist, an update of such statement with the Comptroller on or promote, or deter union organizing. before the 31 at day of January in each year of the Contract's duration. The Contractor acknowledges that c. No employer shall use County property to hold a such filing is a material, contractual and statutory duty and meeting with employees or supervisors if the that the failure to file such statement shall constitute a purpose of such meeting is to assist, promote, or material breach of the Contract, for which the County shall deter union organizing. be entitled, upon a determination that such breach has occurred, to damages, in addition to all other legal If the Services are performed on County property, the remedies, of fifteen percent (15%) of the amount of the Contractor must adopt a reasonable access agreement, a Contract. neutrality agreement, fair communication agreement, non- intimidation agreement, and a majority authorization card Required Form: agreement. Suffolk County Form SCEX 22; entitled "Contractor'sNendor's Public Disclosure Statement" If the Services are for the provision of human services and are not to be performed on County property, the Contractor 2. Living Wage Law must adopt, at the least, a neutrality agreement. It shall be the duty of the Contractor to read, become Under the provisions of Chapter 803, the County shall have familiar with, and comply with the requirements of Chapter the authority, under appropriate circumstances, to terminate 575, of the Suffolk County Code. the Contract and t seek other remedies as set forth therein, for violations of this Law. This Contract is subject to the Living Wage Law of the Required Form: County of Suffolk. The law requires that, unless specific Suffolk County Labor Law Form DOL-LO I; entitled exemptions apply, all employers (as defined) under service "Suffolk County Department of Labor - Labor Mediation contracts and recipients of County financial assistance, (as Unit Union Organizing Certification/Declaration - Subject defined) shall provide payment of a minimum wage to to Audit." 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. 4. Lawful Hiring of Employees Law Under the provisions of the Living Wage Law, the County shall have the authority, under appropriate circumstances, It shall be the duty of the Contractor to read, become to terminate the Contract and to seek other remedies as set familiar with, and comply with the requirements of Article forth therein, for violations of this Law. II of Chapter 353 of the Suffolk County Code. Required Forms: This Contract is subject to the Lawful Hiring of Employees Law of the County of Suffolk. It provides that all covered Suffolk County Living Wage Form LW-1; entitled "Suffolk employers, (as defined), and the owners thereof, as the case County Department of Labor - Living Wage Unit Notice of may be, that are recipients of compensation from the 24 of 34 pages ARTICLE IV Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95285 County through any grant loan, subsidy, funding, working hours and all covered employees, as defined in the appropriation, payment, tax incentive, contract, law, shall be required to sign such sign-in subcontract, license agreement, lease or other financial sheets/register/log books to indicate their presence on the compensation agreement issued by the County or an site during such working hours. awarding agency, where such compensation is one hundred percent (1000%) funded by the County, shall submit a Required Forms: completed swom affidavit (under penalty of perjury), the form of which is attached, certifying that they have Suffolk County Lawful Hiring of Employees Law Form complied, in good faith, with the requirements of Title 8 of LHE-1; entitled "Suffolk County Department of Labor- the United States Code Section 1324a with respect to the Notice Of Application To Certify Compliance With Federal hiring of covered employees (as defined) and with respect Law (8 U.S.C. Section 1324a) With Respect To Lawful to the alien and nationality status of the owners thereof. Hiring of Employees." The affidavit shall be executed by an authorized representative of the covered employer or owner, as the Suffolk County Lawful Hiring of Employees Law Form case may be; shall be par of any executed contract, LHE-2; entitled "Affidavit Of Compliance With The subcontract, license agreement, lease or other financial Requirements Of 8 U.S.C. Section 1324a With Respect To compensation agreement with the County; and shall be Lawful Hiring Of Employees" made available to the public upon request. 5. Gratuities All contractors and subcontractors (as defined) of covered employers, and the owners thereof, as the case may be, that It shall be the duty of the Contractor to read, become are assigned to perform work in connection with a County familiar with, and comply with the requirements of Chapter contract, subcontract, license agreement, lease or other 664 of the Suffolk County Code. financial compensation agreement issued by the County or awarding agency, where such compensation is one hundred The Contractor represents and warrants that it has not percent (100 /o) funded by the County, shall submit to the offered or given any gratuity to any official, employee or covered employer a completed sworn affidavit (under agent of the County or the State or of any political party, penalty of perjury), the forth of which is attached, with the purpose or intent of securing an agreement or certifying that they have complied, in good faith, with the securing favorable treatment with respect to the awarding requirements of Title 8 of the United States Code Section or amending of an agreement or the making of any 1324a with respect to the hiring of covered employees and determinations with respect to the performance of an with respect to the alien and nationality status of the agreement. owners thereof, as the case may be. The affidavit shall be executed by an authorized representative of the contractor, 6. Prohibition Against Contracting with Corporations subcontractor, or owner, as the case may be; shall be part of that Reincorporate Overseas any executed contract, subcontract, license agreement, lease or other financial compensation agreement between the It shall be the duty of the Contractor to read, become covered employer and the County; and shall be made familiar with, and comply with the requirements of sections available to the public upon request. A4-13 and A4-14 of Article IV of the Suffolk County An updated affidavit shall be submitted by each such Code. employer, owner, contractor and subcontractor no later The Contractor represents that it is in compliance with than January 1 of each year for the duration of any contract sections A4-13 and A4-14 of Article IV of the Suffolk and upon the renewal or amendment of the Contract, and County Code. Such law provides that no contract for whenever a new contractor or subcontractor is hired under consulting services or goods and services shall be awarded the terms of the Contract. by the County to a business previously incorporated within The Contractor acknowledges that such the U.S.A. that has reincorporated outside the U.S.A. filings are a material, contractual and statutory duty and that the failure Child Sexual Abuse Reporting Policy to file any such statement shall constitute a material breach of the Contract. It shall be the duty of the Contractor to read, become Under the provisions of the Lawful Hiring of Employees familiar with, and comply with the requirements of Article Law, the County shall have the authority to terminate the II of Chapter 880 of the Suffolk County Code. Contract for violations of this Law and to seek other remedies available under the law. The Contractor shall comply with Article II of Chapter 880, of the Suffolk County Code, entitled "Child Sexual Abuse The documentation mandated to be kept by this law shall at Reporting Policy," as now in effect or amended hereafter or all times be kept on site. Employee sign-in sheets and of any other Suffolk County Local Law that may become register/log books shall be kept on site at all times during applicable during the term of the Contract with regard to child sexual abuse reporting policy. 25 of 34 pages ARTICLE IV Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95285 which the County may withhold payment, terminate the 8. Non Responsible Bidder Contract or exercise such other remedies as may be appropriate in the circumstances. It shall be the duty of the Contractor to read, become familiar with, and comply with the requirements of Article 12. Safeguarding Personal Information of Minors II of Chapter 189 of the Suffolk County Code. It shall be the duty of the Contractor to read, became familiar Upon signing the Contract, the Contractor certifies that it with, and comply with the requirements of Suffolk County has not been convicted of a criminal offense within the last Local Law No. 20-2013, a Local Law to Safeguard the ten (10) years. The term "conviction" shall mean a finding Personal Information of Minors in Suffolk County. of guilty after a trial or a plea of guilty to an offense All contract agencies that provide services to minors are covered under section 189-5 of the Suffolk County Code required to protect the privacy of the minors and are strictly under "Nonresponsible Bidder." prohibited from selling or otherwise providing to any third party, in any manner whatsoever, the personal or identifying 9. Use of Funds in Prosecution of Civil Actions information of any minor participating in their programs. Prohibited It shall be the duty of the Contractor to read, become 13. Suffolk County Local Laws Website Address familiar with, and comply with the requirements of Article Suffolk County Local Laws, Rules and Regulations III of Chapter 893 of the Suffolk County Code. can be accessed on the homepage of the Suffolk The Contractor shall not use any of the moneys, in part or County Legislature. in whole, and either directly or indirectly, received under the Contract in connection with the prosecution of any civil End of Text for Article IV action against the County in any jurisdiction or anyjudicial or administrative forum. 10. Youth Sports It shall be the duty of the Contractor to read, become familiar with, and comply with Article III of Chapter 730 of the Suffolk County Code. All contract agencies that conduct youth sports programs are required to develop and maintain a written plan or policy addressing incidents of possible or actual concussion or other head injuries among sports program participants. Such plan or policy must be submitted prior to the award of a County contract, grant or funding. Receipt of such plan or policy by the County does not represent approval or endorsement of any such plan or policy, nor shall the County be subject to any liability in connection with any such plan or policy. 11. Work Experience Participation If the Contractor is a not-for-profit or govemmentat agency or institution, each of the Contractor's locations in the County at which the Services are provided shall be a work site for public-assistance clients of Suffolk County pursuant to Chapter 281 of the Suffolk County Code at all times during the Term of the Contract. If no Memorandum of Understanding ("MOU") with the Suffolk County Department of Labor for work experience is in effect at the beginning of the Tenn of the Contract, the Contractor, if it is a not-for-profit or governmental agency or institution, shall enter into such MOU as soon as possible after the execution of the Contract and failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to perform in accordance with the Contract, for 26 of 34 pages ARTICLE IV Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95285 Article V form(s) required by County or the Suffolk General Fiscal Terms and Conditions County Department of Audit and Control, shall be famished to the County pursuant to, and as 1. General Payment Terms limited by, the Regulations for Accounting Procedures for Contract Agencies of the Suffolk a. Presentation of Suffolk County Payment County Department of Audit and Control. In Voucher addition to any other remedies that the County may have, failure to supply the required In order for payment to be made by the County to documentation will disqualify the Contractor the Contractor for the Services, the Contractor from any further County contracts. shall prepare and present a Suffolk County Payment Voucher, which shall be documented by c. Payment by County sufficient, competent and evidential matter. Each Payment by the County shall be made within Suffolk County Payment Voucher submitted for thirty (30) days after approval of the Suffolk the payment Term is or subject any ect to extension Audit thereof. time This during County Payment Voucher by the Comptroller. provision shall survive expiration or termination d. Budget Modification of this Contract for a period of not less than seven (7) years, and access to records shall be as i.) The parties shall use the Contract set forth in paragraph 25 of Article III, and Budget Modification Request fore paragraph 4(b) of Article V. ("Budget Modification') for revisions b. Voucher Documentation to the Budget and Services not involving an increase to the total cost The Suffolk County Payment Voucher shall list of the Contract. If the Contractor is all information regarding the Services and other seeking such a modification, the items for which expenditures have been or will be Contractor shall contact the made in accordance with the Contract. Either Department to receive the form and upon execution of the Contract (for the Services enter the required information. When already rendered and expenditures already made), the County and the Contractor agree as or not more than thirty (30) days after the to such revisions, the Contractor shall expenditures were made, and in no event after the sign the Budget Modification form and 31' day of January following the end of each year return it to the County for execution of the Contract, the Contractor shall furnish the along with any other documentation the County with detailed documentation in support Department may require. of the payment for the Services or expenditures under the Contract e.g. dates of the Service, ii.) Such request must be made in advance worksite locations, activities, hours worked, pay of incurring any expenditure for which rates and all program Budget categories. The the revision is needed. Suffolk County Payment Voucher shall include time records, certified by the Contractor as true iii.) Upon complete execution of the Budget and accurate, of all personnel for whom Modification form, the County shall expenditures are claimed during the period. return a copy to the Contractor. The Time and attendance records of a project director, revision shall not be effective until the if any, shall be certified by the Chairperson, Budget Modification is completely President or other designated member of the executed. Board of Directors of the Contractor. All Suffolk County Payment Vouchers must bear a signature iv.) The Budget Modification form may be as that term is defined pursuant to New York submitted only twice per calendar year State General Construction Law §46 by duly and may only be submitted prior to authorized persons, and certification of such November 15`s' of that year. authorization with certified specimen signatures thereon must be filed with the County by a e. Budget and/or Services Revisions Contractor official empowered to sign the Contract. Disbursements made by the Contractor I.) The parties shall use the Contract in accordance with the Contract and submitted Budget/Services Revision Approval for reimbursement must be documented and must Form (Budget /Services Revisions) for comply with accounting procedures as set forth revisions to the Budget and Services by the Suffolk County Department of Audit and involving any change to the total cost Control. Documentation, including any other of the Contract due to a resolution of 27 of 34 pages ARTICLE V Law No IFMS No. 00000006224 rCommunity Services for the Elderly- Residential Repair No. 001 -JJZ1 -6777-4980-95285 the Legislature, changes to the III.) determine what amounts, if any, are County's adopted annual budget, or for reimbursable to the County by the any other reason necessitating revisions Contractor and the terms and to the Budget or Services. conditions under which such reimbursement shall be paid. ii.) When the County and the Contractor agree as to such revisions, the c. The County may, during the Term, impose a Department will enter the information Budget Deficiency Plan. In the event that a into the Budget/Services Revisions Budget Deficiency Plan is imposed, the County forth and send it to the Contractor for shall promptly notify the Contractor in writing of signature. The Contractor shall return it the terms and conditions thereof which shall be to the County for execution along with deemed incorporated in and made a part of the any other documentation the Contract, and the Contractor shall implement Department may require. those terms and conditions in no less than fourteen (14) days. III.) Upon complete execution of the forth 3. Personnel Salaries, Pension and Employee Benefit by the parties, the County shall return a Plans, Rules and Procedures copy to the Contractor. The revision shall not be effective until the Budget a. Upon request, the Contractor shall submit to the /Services Revisions is completely County a current copy, certified by the executed. Contractor as true and accurate, of its L Taxes 1.) salary scale for all positions listed in The charges payable to the Contractor under the the Budget; Contract are exclusive of federal, state, and local taxes, the County being a municipality exempt ii.) personnel rules and procedures; from payment of such taxes. III.) pension plan and any other employee benefit plans or arrangements. g. Final Voucher b. The Contractor shall not be entitled to The acceptance by the Contractor of payment of reimbursement for costs under any pension or all billings made on the final approved Suffolk benefit plan the Comptroller deems commercially County Payment Voucher shall operate as and unreasonable. shall be a release of the County from all claims by the Contractor through the date of the c. Notwithstanding anything in this paragraph 3 of Voucher. this Article V, the County shall not be limited in requesting such additional financial information 2. Subject to Appropriation of Funds it deems reasonable. a. The Contract is subject to the amount of funds 4. Accounting Procedures appropriated each fiscal year and any subsequent modifications thereof by the County Legislature A. The Contractor shall maintain accounts, books, and no liability shall be incurred by the County records, documents, other evidence, and beyond the amount of funds appropriated each accounting procedures and practices which fiscal year by the County Legislature for the sufficiently and properly reflect all direct and Services. indirect costs of any nature expended in the performance of the Contract, in accordance with b. If the County fails to receive Federal or State generally accepted accounting principles and funds originally intended to pay for the Services, with rules, regulations and financial directives, as or to reimburse the County, in whole or in part, may be promulgated by the Suffolk County for payments made for the Services, the County Department of Audit and Control and the shall have the sole and exclusive right to: Department The Contractor shall permit inspection and audit of such accounts, books, i.) determine how to pay for the Services; records, documents and other evidence by the Department and the Suffolk County Comptroller, ii.) determine future payments to the or their representatives, as often as, in their Contractor; and judgment, such inspection is deemed necessary. Such right of inspection and audit as set forth in 28 of 34 pages ARTICLE V Law No IFMS No. 00000006224 'Community Services for the Elderly- Residential Repair No. 001 JJZ1-6777-4980-95285 subparagraph b. below shall exist during the "Auditor") to audit its financial statements for Term and for a period of seven (7) years after each Contractor's "fiscal year" in which the expiration or termination of the Contract. Contractor has received, or will receive, three hundred thousand ($300,000.00) dollars or more b. The Contractor shall retain all accounts, books, from the County, whether under the Contract or records, and other documents relevant to the other agreements with the County, and shall Contract for seven (7) years after final payment is submit a report to the County on the overall made by the County. Federal, State, and/or financial condition and operations of the County auditors and any persons duly authorized Contractor, including a balance sheet and by the County shall have full access and the right statement of income and expenses, attested by the to examine any of said materials during said Auditor as fairly and accurately reflecting the period. Such access is granted notwithstanding accounting records of the Contractor in any exemption from disclosure that may be accordance with generally accepted accounting claimed for those records which are subject to principles. The Contractor may solicit requests nondisclosure agreements, trade secrets and for proposals from a number of qualified commercial information or financial information accounting firms and review carefully the costs that is privileged or confidential. of, and qualifications for, this type of work before selecting the Auditor. c. The Contractor shall utilize the accrual basis of accounting and will submit all financial reports b. The Auditor should be required to meet the and claims based on this method of accounting following minimum requirements: during the Term. I.) a current license issued by the New York State 5. Audit of Financial Statements Education Department; a. All payments made under the Contract are ii.) sufficient auditing experience subject to audit by the Comptroller pursuant to in the not-for-profit, Article V of the Suffolk County Charter. The governmental or profit. Contractor further agrees that the Comptroller making areas, as applicable; and the Department shall have access to and the and right to examine, audit, excerpt, copy or iii,) a satisfactory peer review transcribe any pertinent transactions or other issued within not more than records relating to services under the Contract. If three (3) years prior r the such an audit discloses overpayments by the date when the Auditor was County to the Contractor, within thirty (30) days selected to conduct the audit. after the issuance of an official audit report by the Comptroller or his duly designated c. The audit must be conducted in accordance with representatives, the Contractor shall repay the generally accepted governmental auditing amount of such overpayment by check to the standards. Financial statements must clearly order of the Suffolk County Treasurer or shall differentiate between County-funded programs submit a proposed plan of repayment to the and other programs that the Contractor may be Comptroller. If there is no response, or if operating. The use of subsidiary schedules satisfactory repayments are not made, the County should be encouraged for this purpose. The may recoup overpayments from any amounts due Auditor must also prepare a Management Letter or becoming due to the Contractor from the based on the audit. County under the Contract or otherwise. d. In the event the Contractor is a not-for-profit b. The provisions of this paragraph shall survive the organization or unit of local government and expiration or termination of the Contract for a expends five hundred thousand ($500,000.00) period of seven (7) years, and access to records dollars or more of Federal monies, whether as a shall be as set forth in paragraph 25 of Article III, recipient expending awards received directly and paragraph 4(b) of Article V. from Federal awarding agencies, or as a subrecipient expending Federal awards received 6. Financial Statements and Audit Requirements from a pass-through entity, such as New York State or Suffolk County, during any fiscal year a. Notwithstanding any other reporting or within which it receives funding under the certification requirements of Federal, State, or Contract, the audit must be conducted, and the local authorities, the Contractor shall obtain the audit report ("Single Audit Report") must be, in services of an independent licensed public accordance with OME Circular No. A-133 accountant or certified public accountant (the (revised June 27, 2003). Single Audit Reports 29 of 34 pages ARTICLE V Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001 JJZ1-6777-4980-95285 must also be submitted to the designated proposed purchase, rental or lease of furniture, clearinghouse, cognizant agency and/or pass- fixtures or equipment. All items purchased must through entity, to the extent required by the OMB be new or like new unless specifically described Circular referred to above. otherwise in the Budget. e. The Contractor must submit to the County a b. Purchase Practices/Proprietary Interest of statement in writing, certified by its chief County financial officer, which states the amount of Federal funding expended by the Contractor 1.) The Contractor shall follow the general during such fiscal year. The Contractor must practices that are designed to obtain mail or deliver the certified statement to the furniture, fixtures, equipment, Department and to the Executive Director of materials, or supplies at the most Auditing Services, Suffolk County Department of reasonable price or cost possible. Audit and Control, H. Lee Dennison Building, 100 Veterans Memorial Highway, P. O. Box ii.) The County reserves the right to 6100, Hauppauge, New York 11788-0099, as purchase or obtain furniture, fixtures, soon as possible after the end of the Contractor's fiscal year. The statement must include all equipment, materials, or supplies for Federal funding received directly from the the Contractor in accordance with the Contract. If Federal government and all Federal funds passed the County exercises ex needsercises of this the tight, the through from the County and other pass-through the Cou amount budgeted for the items so entities. purchased or obtained by the County E Copies of all financial statements, Management for the Contractor shall not be available Letters, Single Audit Reports and other audit to the Contractor for any purpose reports must be transmitted to the County and to whatsoever. Title to any such items the Executive Director of Auditing Services at purchased or otherwise obtained by the the address set forth above. The reports must be County for the programs encompassed submitted within thirty (30) days after completion by the Contract and entrusted to the of the audit, but in no event later than nine (9) Contractor, shall remain in the County. months after the end of the Contractor's fiscal year, to which the audit relates. iii.) The County shall retain a proprietary interest in all furniture, removable g. These requirements do not preclude the County, fixtures, equipment, materials, and the Comptroller, or their authorized supplies purchased or obtained by the representatives, or Federal or State auditors from Contractor and paid for or reimbursed auditing all records of the Contractor. Therefore, to the Contractor pursuant to the terms the records of the Contractor must be made of the Contract or any prior agreement available to authorized representatives of Federal, between the parties. State and County government for that purpose. h. The provisions of this paragraph shall survive the iv.) The Contractor shall attach labels expiration or termination of the Contract. indicating the County's proprietary interest or title in all such property. 7. Furniture, Fixtures, Equipment, Materials, Supplies C. County's Right to Take Title and Possession a. Purchases, Rentals or Leases Requiring Prior Upon the termination or expiration of the Approval Contract or any renewal thereof, the discontinuance of the business of the Contractor, Prior to placing any order to purchase, rent or with the the lease any furniture, fixtures, or equipment valued terms of failure the of the Contract, the Contractor to ru bankruptcy of the in excess of one thousand dollars ($1,000.00) per benefit unit for which the Contractor will seek Contractor, assignment for or the the of its reimbursement from the County, the Contractor creditors, or the failure of the Contractor to shall submit to the County a written request for satisfy any judgment against it within thirty (30) approval to make such a proposed purchase, days th filing of the judgment, the County shall rental or lease, with a list showing the quantity have the right to take title to and possession of all furniture, removable fixtures, equipment, and description of each item, its intended materials location and use, estimated unit price or cost, and , and supplies and the same shall estimated total cost of the proposed order. thereupon become the property m the County Written approval of the County shall be required without any claim for reimbursement on the part before the Contractor may proceed with such of the Contractor. 30 of 34 pages ARTICLE V Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001 JJZ1-6777-4980-95285 the County or its designee of any or all furniture, d. Inventory Records, Controls and Reports removable fixtures, equipment, materials or supplies in the Contractor's custody in which the The Contractor shall maintain proper and County has a proprietary interest, in the same accurate inventory records and controls for all condition as such property was received by the such furniture, removable fixtures and equipment Contractor, reasonable wear and tear excepted. acquired pursuant to the Contract and all prior Any disposition, settlements or adjustments agreements between the parties, if any. Three (3) connected with such property shall be in months before the expiration date of the Contract, accordance with the rules and regulations of the the Contractor shall make a physical count of all County and the State of New York. items of furniture, removable fixtures and equipment in its custody, checking each item g. Lease or Rental Agreements against the aforesaid inventory records. A report setting forth the results of such physical count If lease payments or rental costs are included in the Budget shall be prepared by the Contractor on a form or as an item of expense reimbursable by the County, the forms designated by the County, certified and Contractor shall promptly submit to the County, upon signed by an authorized official of the request, any lease or rental agreement. If during the Term, Contractor, and one (1) copy thereof shall be the Contractor shall enter into a lease or rental agreement, delivered to the County within five (5) days after or shall renew a lease or rental agreement, the Contractor the date set for the aforesaid physical count. shall, prior to the execution thereof, submit such lease or Within five (5) days after the termination or rental agreement, to the County for approval. expiration date of the Contract, the Contractor shall submit to the County six (6) copies of the 9. Statement of Other Contracts same report updated to such date of the Contract, certified and signed by an authorized official of the Contractor, based on a physical count of all Prior to the execution of the Contract, the Contractor shall items of furniture, removable fixtures and submit a Statement of Other Contracts to the County. If the equipment on the aforesaid expiration date, and Contract is amended during the Term, or if the County revised, if necessary, to include any inventory exercises its option right, the Contractor shall submit a then changes during the last three (3) months of the current Statement of Other Contracts. Term. 10. Miscellaneous Fiscal Terms and Conditions e. Protection of Property in Contractor's Custody a. Limit of County's Obligations The Contractor shall maintain vigilance and take The maximum amount to be paid by the County all reasonable precautions to protect the furniture, is set forth on the first page of the Contract. fixtures, equipment, material or supplies in its custody against damage or loss by fire, burglary, b. Duplicate Payment from Other Sources theft, disappearance, vandalism, or misuse. In the event of burglary, theft, vandalism, or Payment by the County for the Services shall not disappearance of any item of furniture, fixtures, duplicate payment received by the Contractor equipment, material or supplies, the Contractor from any other source. shall immediately notify the police and make a record thereof, including a record of the results of c. Funding Identification any investigation which may be made thereon. In the event of loss of or damage to any item of The Contractor shall promptly submit to the furniture, fixtures, equipment, materials, or County upon request, a schedule for all programs supplies from any cause, the Contractor shall funded by the County, itemizing for each such immediately send the County a detailed written program the sums received, their source and the report thereon. total program budget. E Disposition of Property in Contractor's d. Outside Funding for Non-County Funded Custody Activities Upon termination of the County's funding of any Notwithstanding the foregoing provisions of the of the Services covered by the Contract, or at any Contract, it is the intent of the County that the other time that the County may direct, the terns and conditions of the Contract shall not Contractor shall make access available and render limit the Contractor from applying for and all necessary assistance for physical removal by accepting outside grant awards or from providing 31 of 34 pages ARTICLE V Law No IFMS No. 00000006224 'Community Services for the Elderly- Residential Repair No. 001-JJZ1-6777-4980-95285 additional educational activities/services which that money has been appropriated for payment of may result in the Contractor incurring additional such costs. costs, as long as the following conditions are met: g. Denial of Aid i.) The County is not the Fund Source for the additional services; If a State or Federal government agency is ii.) Sufficient funding is available for or funding the Contract and fails to approve aid in can be generated by the Contractor to reimbursement to the County for payments made cover the cost incurred by the hereunder by the County to the Contractor for Contractor to provide these additional expenditures made during the Term because of services; and any act, omission or negligence on the part of the Contractor, then the County may deduct and iii.) If sufficient funding is not available or withhold from any payment due to the Contractor cannot be generated, the County shall an amount equal to the reimbursement denied by not be held liable for any of the the state or federal government agency, and the additional costs incurred by the County's obligation to the Contractor shall be Contractor in furnishing such reduced by any such amounts. In such an event, additional services. if there should be a balance due to the County after it has made a final payment to the iv.) Prior to scheduling any such additional Contractor under the Contract, on demand by the services on County-owned property, County, the Contractor shall reimburse the the Contractor shall obtain written County for the amount of the balance due the County approval. The Contractor shall, County, payable to the Suffolk County Treasurer. to the County's satisfaction, submit any The provisions of this subparagraph shall survive documentation requested by the the expiration or termination of the Contract. Department reflecting the change, and identify the additional services to be h. Budget provided and the source of funding that shall be utilized to cover the The Contractor expressly represents and agrees expenditures incurred by the Contractor that the Budget lists all revenue, expenditures, in undertaking the additional services, personnel, personnel costs and/or all other relevant costs necessary to provide the Services. e. Potential Revenue i. Payment of Claims The Contractor shall actively seek and take reasonable steps to secure all potential funding Upon receipt of a Suffolk County Payment from grants and contracts with other agencies for Voucher, the County, at its discretion, may pay programs funded by the County. the Contractor during the Term, in advance, an amount not to exceed one sixth (1/6) of the E Payments Contingent upon State/Federal maximum amount to be paid by the County set Funding forth on the first page of the Contract. Payments under the Contract may be subject to j, Payments Limited to Actual Net Expenditures and contingent upon continued funding by State and/or Federal agencies. In the event payments The Contractor agrees that if, for any reason are subject to such funding no payment shall be whatsoever, the Contractor shall spend during the made until the Contractor submits documentation Term for the purposes set forth in the Contract an in the manner and form as shall be required by amount less than, or receive amounts more than, State and/or Federal agency. If late submission provided in the Budget, the total cost of the of claims precludes the County from claiming Contract shall be reduced to the net amount of State or Federal reimbursement, such late claims actual Contractor expenditures made for such by the Contractor shall not be paid by the County purposes. The total amount to be paid by the subject to subparagraph g. below, if, for any County shall not exceed the lesser of (i) actual reason, the full amount of such funding is not net expenditures or (ii) the total cost of the made available to the County, the Contract may Contract on the cover page and in the Budget. be terminated in whole or in part, or the amount Upon termination or expiration of the Contract, if payable to the Contractor may be reduced at the the Contractor's total amount of allowable discretion of the County, provided that any such expenses is less than the total amount of the termination or reduction shall not apply to payments made during the Term, the Contractor allowable costs incurred by the Contractor prior shall prepare a check payable to the Suffolk to such termination or reduction, and provided 32 of 34 pages ARTICLE V •Law No IFMS No. 00000006224 Community Services for the Elderly- Residential Repair No. 001 JJZ1-6777-4980-95285 County Treasurer for the difference between the Consultant's Agreements" as promulgated by the two amounts and submit such payment to the Department of Audit and Control of Suffolk County, along with the final Suffolk County County and any amendments thereto during the Payment Voucher. Term of the Contract. The "Comptroller's Rules and Regulations for Consultant's Agreements" it.. Travel, Conference, and Meeting Attendance: and "SOP A-07 Amendment I" may be viewed SOP A-07 Amendment 1 online at the County's website, SuffolkCountyny.gov; go to "Government," then Reimbursement to the Contractor for travel costs "Comptroller," then "Consultant's Agreements." shall not exceed amounts allowed to County employees. All conferences that are partially or fully funded by the County that the Contractor's End of Text for Article V staff wishes to attend must be pre-approved, in writing, by the County and must be in compliance with Suffolk County Standard Operating Procedure A-07 which may be viewed online at the County's website, SuffolkCountyny.gov; go to "Government," then "Comptroller," then "Consultant's Agreements." 1. 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 Fedend/State governments has been provided to the County. m. Salary Increases No salary, wage, or other compensation for the Services shall be increased over the amount stated in the Budget without the prior written approval of the County. n.. Contractor Vacancies The County shall have the right of prior approval of the Contractor's filling of any vacant position as of the date of execution of the Contract or as may thereafter become vacant, and, in the exercise of that right. The County may promulgate reasonable regulations involving filling of vacancies which shall be deemed to be incorporated by reference in, and be made part of, the Contract, provided, however, that subject to the availability of funding, approval for the hiring of replacement clerical shall be a Contractor determination. o. No Limitation On Rights Notwithstanding anything in this Article V to the contrary, the County shall have available to it all rights and remedies under the Contract and at law and equity. P. Comptroller's Rules and Regulations The Contractor shall comply with the "Comptroller's Rules and Regulations for 33 of 34 pages ARTICLE V 'Law No IFMS No. 00000006224 "Community Services for the Elderly- Residential Repair No. 001-JJZI-6777-4980-95285 Article VI Budget Town of Southold CSE Residential Repair Program April 1, 2014 - March 31, 2015 PERSONNEL 19$ ,150.00 Mechanic I 19,150.00 FRINGE 1,430.00 OTHER 1800.00 Gas & Oil 1,500.00 Supplies/Small tools 300.00 TOTAL 22.380.00 Less Anticipated Income (3,000.00) NET REIMBURSEMENT 34 of 34 pages ARTICLE V