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HomeMy WebLinkAboutSC Office of Community Development - Community development block grant program RESOLUTION 2015-780 §�t aF ADOPTED DOC ID: 11145 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-780 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 8, 2015: 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 of Community Development in connection with the 2015 Community Development Block Grant Program in the amount of$49,164, fully funded by the Department of Housing and Urban Development(HUD), subject to the approval of the Town Attorney. 644.64:a. Elizabeth A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Ruland, Councilman SECONDER:Louisa P. Evans,Justice AYES: Ghosio, Dinizio Jr, Ruland,Doherty, Evans, Russell COUNTY OF SUFFOLK RECEIVeD 64 ti'7t t,r.n�• ,r DECUa1015 OFFICE OF THE COUNTY EXECUTIVE , �pWN p�TTORNel S OFFICE Steven Bellone SUFFOLK COUNTY EXECUTIVE Department of Economic Development and Planning Joanne Minieri Division of Community Development Deputy County Executive and Commissioner And Affordable Housing DIE © November 27, 201 Scott Russell - DEC 3 2015 Town of Southold P.O. Box 1179 SUPERVISOR'S OFFICE Southold, NY 11971 'GOWN OF SOUTHOLD Dear Mr. Russell: Enclosed please find your fully executed 2015 CDBG contract as well as a release of funds for eligible projects. The release of funds for remaining projects will be sent as soon as they have been processed. The Suffolk County Community Development Office looks forward to working with you on the implementation of the activities listed in the agreement. Thank you for your continued work on behalf of our constituents. Please feel free to contact us should you have any questions. Sincerely, 4,01, Lizabeth Plouff Suffolk County Community Development,Office Encl. /LP H.LEE DENNISON BLDG ■ 100 VETERANS MEMORIAL HWY,2nd Fl ■ P.O.BOX 6100 ■ HAUPPAUGE,NY 11788-0099 is (631)853-5705 COUNTY OF SUFFOLK OFFICE OF THE COUNTY EXECUTIVE Steven Bellone SUFFOLK COUNTY EXECUTIVE Department of Economic Development and Planning Joanne Minieri Division of Community Development Deputy County Executive and Commissioner And Affordable Housing November 27, 2015 Town of Southold P.O. Box 1179 Southold, NY 11971 Dear Mr. Russell Please be advised that the Suffolk County Community Development Office has completed the Environmental Review process and has issued a Release of Funds for 2015 CDBG projects. Project Description - Project No: ROF Date Amount Maureen's Haven-Southold 105801-05-15 4/1/15 $5,500.00 Community Action Southold Town(CAST) 105701-05-15 4/1/15 $5,500.00 ADMINISTRATION 109901-21A-15 4/1/15 $3,716.00 Fishers Island Community Theatre 100400-14E-15 tbd $25,000.00 Peconic Lane Community Center Connectivity 100102-03E-15 tbd $9,448.00 You are now authorized to proceed with the project(s) mentioned above (subject to Contract Compliance requirements) and to charge Suffolk County for costs incurred. Please note that single family owner-occupied Housing Rehabilitation projects require a completed Environmental Survey Form prior to bid award. Vouchers should reflect billing for project activities that take place after the respective ROF date. If you have any questions regarding the environmental status of any project, do not hesitate to contact me at 853-5939. Sincerely, Lizabeth Plouff Program Analyst H.LEE DENNISON BLDG • 100 VETERANS MEMORIAL HWY,2nd Fl ■ P.O.BOX 6100 ■ HAUPPAUGE,NY 11788-0099 in(631)853-5705 Law No. /9—E0`616 IFMS No. Town of Southold/Community Development Block Grant AGREEMENT This Agreement, is between the County of Suffolk (the "County"), a municipal corporation of the State of New York, acting through its duly constituted Office of Community Development, (the "Department"), located at 100 Veterans Memorial Highway,P.O.Box 6100,Hauppauge,N.Y. 11788, and the Town of Southold, (the"Subrecipient"), a municipal corporation under the laws of the State of New York, located at 53095 Main Road, P.O. Box 1179, Southold, NY 11971. The Subrecipient has heretofore expressed its desire to undertake or assist in undertaking essential community development and housing assistance activities as set forth in the Housing and Community Development Act of 1974, as amended (hereinafter referred to as "the Act"), as set forth in Article I entitled "Description of Services and Budget," attached.. The County has received and accepted a grant from the U.S. Department of Housing and Urban Development (hereinafter referred to as "HUD") for the purposes of the Act pursuant to Suffolk County Resolution No. 333-2015 and the parties desire to undertake various eligible activities under the Act; and the parties heretofore have entered into a cooperative Agreement for said purposes. Term of Agreement: Shall be from July 22, 2015 through July 21, 2017 and shall include two (2) one - year options to renew as provided in Paragraph 5 of Article 1, "Term," unless sooner terminated as provided for herein. Total Cost of Agreement: Shall not exceed$49,164, as further set forth in this Agreement. Terms and Conditions: Shall be set forth in Articles I through VII and Exhibits 1 through 8 attached hereto and made a part hereof. In Witness Whereof, the parties hereto have executed this Contract as of the lates a ate written below Town of Southold tl COUNTY ' SUFFOLK By: Cd,e4410 GAlstrai By: Scott A.Russell Dennis', .Cohen Supervisor ChiefDeputyCounty Executive Fed.Tax ID#11-6001939 Date: /01/4/5 Date: / // n-) /2-01�,5 Scott A. Russell, hereby certifies under penalties of perjury that I am an Approved: officer of the Town of Southold , that I have read and I am familiar with Office of Community Development §A5-8 of Article V of the Suffolk County Code, and that the Town of Southold me all requir ents to qualify for exemption thereunder. By: q.„1,€4.? Jill 'f, Date /CHOPS D.itor of Real Estate Scott A.Russell �� / r Date: O b i l J` Approve, to begalit3:.- %-•� 17 • Dennis ;rown, Ait, olk Coun il Am gliA,L _ / ice- '7G . mit on` "I.- . U'ii 11 11 1111 11 111111 11 0034$9 Assistant County ttorn ' Date: /D of if Page 1 of 57 r Law No. IFMS No. Town of Southold/Community Development Block Grant List of Articles Article I Description of Services 1. Conflicting Provisions 2. Additional Definitions 3. Project Descriptions 4. Budget 5. Term Article II Definitions 1. Meanings of Terms 2. Elements of Interpretation Article III General Terms and Conditions 1. Subrecipient Responsibilities a. Duties and Obligations b. Qualifications,Licenses,and Professional Standards c. Notifications d. Documentation of Professional Standards e. Credentialing f. Engineering Certificate 2. Termination a. Thirty Days Termination b. Event of Default:Termination on Notice c. Termination Notice d.Duties upon Termination 3. Indemnification and Defense 4. Insurance 5. Independent Contractor 6. Severability 7. Merger;No Oral Changes 8. Set-Off Rights 9. Non-Discrimination in Services 10.Nonsectarian Declaration 11. Governing Law 12.No Waiver 13. Conflicts of Interest 14. Cooperation on Claims 15. Confidentiality 16.Assignment and Subcontracting 17. Changes to Subrecipient 18.No Intended Third-Party Beneficiaries 19. Certification as to Relationships 20.Publications 21.Copyrights and Patents a. Copyrights b. Patents 22. Arrears to County 23. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction Page 2 of 57 Law No. IFMS No. Town of Southold/Community Development Block Grant 24.Notice 25.Non-Discrimination in Services 26. Constitutional Prohibition 27. Obligations of Subrecipient With Respect to Certain Third-Party Relationships Article IV Suffolk County Legislative Requirements 1. Subrecipient'sNendor's Public Disclosure Statement 2. Living Wage Law 3. Use of County Resources to Interfere with Collective Bargaining Activities 4. Lawful Hiring of Employees Law 5. Gratuities 6. Prohibition Against Contracting with Corporations that Reincorporate Overseas 7. Child Sexual Abuse Reporting Policy 8. Non Responsible Bidder 9. Use of Funds in Prosecution of Civil Actions Prohibited 10. Youth Sports 11. Work Experience Participation 12. Safeguarding Personal Information of Minors 13. Contract Agency Performance Measures and Reporting Requirements 14. Suffolk County Local Laws Website Address Article V General Fiscal Terms and Conditions 1. General Payment Terms a. Presentation of Suffolk County Payment Voucher b. Voucher Documentation c. Payment by County d. Budget Modification e. Budget and/or Services Revisions f. Taxes g. Final Voucher 2. ' Subject to Appropriation of Funds 3. Personnel Salaries,Pension and Employee Benefit Plans,Rules and Procedures 4. Accounting Procedures 5. Audit of Financial Statements 6. Financial Statements and Audit Requirements 7. Furniture,Fixtures,Equipment,Materials, Supplies a. Purchases,Rentals or Leases Requiring Prior Approval b. Purchase Practices/Proprietary Interest of County c. County's Right to Take Title and Possession d. Inventory Records,Controls and Reports e. Protection of Property in Subrecipient's Custody f. Disposition of Property in Subrecipient's Custody 8. Lease or Rental Agreements 9. Statement of Other Contracts 10. Miscellaneous Fiscal Terms and Conditions a. Limit of County's Obligations b. Duplicate Payment from Other Sources c. Funding Identification d. Outside Funding for Non-County Funded Activities e. Potential Revenue Page 3 of 57 Law No. IFMS No. Town of Southold/Community Development Block Grant f. Payments Contingent upon State/Federal Funding g. Denial of Aid h. Budget i. Payment of Claims j. Payments Limited to Actual Net Expenditures k. Travel Costs 1. Attendance at Conferences m. Salaries n. Salary Increases o. Subrecipient Vacancies p. No Limitation on Rights q. Comptroller's Rules and Regulations Article VI: Federal Requirements 1. Grant Administration 2. County-Subrecipient Relationship 3. National Objectives 4. Performance 5. Citizen Participation 6. Flood Disaster Protection 7. Equal Employment Opportunity and Affirmative Action 8. Compliance with Section 3 of the Housing and Urban Development Act 9. Minority Business and Women's Business Enterprise 10. Lead Based Paint Hazard 11. Fire Prevention and Control Act 12. Federal Labor Standards Provisions 13. Compliance with Air and Water Acts 14. Relocation Assistance and Acquisition of Real Property 15. Consolidated Plan 16. Displacement 17. Books and Records of Accounting 18. Program Income 19. Real Property 20. Reversion of Assets 21. Procurement of Equipment Services, Supplies and Materials 22. Use of Federal Funds for Lobbying 23. Political Activities 24. Funding Identification 25. Offset of Arrears or Default 26. Uniform Administrative Standards 27. Force Majeure Article VII: Environmental Requirements Page 4 of 57 Law No. IFMS No. Town of Southold/Community Development Block Grant Exhibits Exhibit 1 Public Disclosure(Department to Indicate Exempt X or Non-Exempt ) Exhibit 2 Union Certification(Department to Indicate Exempt X or Non-Exempt ) Exhibit 3 Lawful Hiring Exhibit 4 Certification Regarding Lobbying Exhibit 5 Suffolk County Payment Voucher Exhibit 6 County of Suffolk Consultant's Expense Summary Exhibit 7 County of Suffolk Consultant's Time Summary Exhibit 8 Federal Uniform Administrative Standards Page 5 of 57 Law No. IFMS No. Town of Southold/Community Development Block Grant Article I Description of Services and Budget WHEREAS, the County has applied to HUD for Community Development Block Grant ("CDBG") funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended,Public Law 93-383; and WHEREAS,HUD has approved the County's application for CDBG funds; and WHEREAS, as part of its submission to HUD, the Department included the Subrecipient's proposal to utilize CDBG funds for the projects contemplated by this Agreement; and WHEREAS, pursuant to Suffolk County Resolution cited on page one, the Suffolk County Legislature approved the allocation of a portion of the County's CDBG funds to the Subrecipient. NOW THEREFORE,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. Definitions a. Action Plan-the one-year portion of the Consolidated Plan. b. Community Development Block Grant Program or CDBG Program - federal program created under the Housing and Community Development Act of 1974 and administered by HUD. The CDBG Program provides grant funds to local and state governments to be used to develop viable urban communities by providing decent housing with a suitable living environment and expanding economic opportunities to assist low- and moderate-income. c. Community Development Agency- an agency responsible for administering and distributing community development funds received annually from HUD, as well as funds from local and state government and other sources. The Department serves as a Community Development Agency for the purposes of administering and distributing CDBG funds pursuant to this Agreement. d. Consortium - geographically contiguous units of general local government consolidated to be in a single unit of general local government for certain HUD program purposes when certain HUD requirements are met. e. Consolidated Plan -the document prepared by the Department and submitted to HUD describing the housing needs of the low- and moderate-income residents, outlining strategies to meet the needs and listing all resources available to implement the strategies. f. Suffolk County Consortium — a consortium comprised of seven Suffolk County towns and ten Suffolk County villages, including the Towns of Brookhaven, East Hampton, Riverhead, Shelter Page 6 of 57 Law No. IFMS No. Town of Southold/Community Development Block Grant Island, Smithtown, Southampton, and Southold and the Villages of Bellport, Lake Grove,Patchogue, Port Jefferson, The Branch, Sag Harbor, Shoreham, Southampton, Westhampton Beach, and Westhampton Dunes. g. Suffolk County Cooperation Agreement -the legally binding cooperation agreement executed by all members of the Suffolk County consortium, which contains all of the requirements as set forth in law, regulations, and HUD memorandums for retaining designation as a Consortium. 3. Project Descriptions Pursuant to this Agreement,the Subrecipient shall utilize CDBG funds for the projects listed below. a. Peconic Lane Community Center Connectivity — Project No. 100102-03E-15 — Landscaping and irrigation for renovated campus of Southold Recreation Center and Peconic Lake Community Center. b. Fishers Island Community Theatre — Project No. 100400-14E-15 — Renovation of existing theatre, which is in need of significant repair and renovations, to promote public safety and will include re- bricking and plaster on side of building or reframing, replacing damaged roof. c. Maureen's Haven - Southold — Project No. 105801-05-15 — Program works with local churches to provide emergency homeless shelter and food to area residents experiencing homelessness. d. Community Action Southold Town (CAST) - Project No. 105701-05-15 — CAST provides emergency food, school supplies, furniture and clothing for low-income families. e. Administration — Project No. 109901-21A-15 — Administration of the CDBG projects set forth in this Agreement. 4. Budget The total cost of this Agreement shall not exceed $49,164.00. The individual CDBG projects contemplated by this Agreement are not to exceed the budgeted amounts set forth below. PROJECT PROJECT NUMBER BUDGET a. Peconic Lane Community Center Connectivity 100102-03E-15 $9,448 b. Fishers Island Community Theatre 100400-14E-15 $25,000 c. Maureen's Haven-Southold 105801-05-15 $5,500 d. Community Action Southold Town (CAST) 105701-05-15 $5,500 e. Administration 109901-21A-15 $3,716 Total CDBG Amount: $49,164.00 Page 7 of 57 Law No. IFMS No. Town of Southold/Community Development Block Grant 5. Term Shall be as set forth on page 1 of this Agreement. The County shall have two (2) one-year options to renew this Agreement as follows: a. First Option to Renew Unless sooner terminated pursuant to the provisions herein, the first option to renew this Agreement for a one(1) year period shall automatically take effect on July 21,2017 unless the County notifies the Subrecipient, in writing, by January 21, 2017, that the County is not exercising its option to renew. The County is under no obligation to renew this Agreement and may choose not to renew if., among other things, the Subrecipient is not in compliance with HUD rules, regulations and memorandum, including, but not limited to, the timely expenditure requirements set forth in Article VI, Paragraph 4 of this Agreement, entitled"Performance." b. Second Option to Renew Unless sooner terminated pursuant to the provisions herein, the second option to renew this Agreement for a one (1) year period shall automatically take effect on July 21, 2018 unless the County notifies the Subrecipient, in writing, by January 21, 2018 that the County is not exercising its option to renew. The County is under no obligation to renew this Agreement and may choose not to renew if, among other things, the Subrecipient is not in compliance with HUD rules, regulations and memorandum, including, but not limited to, the timely expenditure requirements set forth in Article VI, Paragraph 4 of this Agreement, entitled"Performance. c. Unexpended CDBG Funds If the County chooses not to exercise its option(s)to renew this Agreement,the Subrecipient shall not be entitled to the balance of any unexpended CDBG funds remaining as of the date the County notifies the Subrecipient of its determination not to exercise its option. Instead,the Department shall distribute such funds in its sole discretion, consistent with CDBG Program laws and regulations and state and local laws and regulations. End of Article I Page 8 of 57 Law No. IFMS No. Town of Southold/Community Development Block Grant Article II Definitions "Event of Default"means 1. Meanings of Terms a. the Subrecipient's failure to perform any duty required of it under paragraphs As used herein: 1(b)-(e)of Article III of the Contract; or "Audit of Financial Statements"means the examination by the Comptroller and any Federal or b. the Subrecipient's failure to maintain the State auditing authority of the financial statements of amount and types of insurance with an the Subrecipient resulting in the publication of an authorized insurer as required by the independent opinion on whether or not those financial Contract; or statements are relevant,accurate,complete, and fairly presented. c. the Subrecipient's failure to maintain insurance required by the Contract with "Budget"means the Subrecipient's summary or plan of an insurer that has designated the New all York Superintendent of Insurance as its intended revenue,whether received in the form of fees, lawful agent for service of process; or grants,County funding, or any other source,and expenditures necessary to render the Services. d. the Subrecipient's failure to comply with any Federal, State or local law, "Budget Deficiency Plan"means an analysis of the cost rule, or regulation, and County policies of the Services,changes in fiscal conditions,and or directives; or required modifications to the Contract to continue to render the Services. e. the Subrecipient's bankruptcy or insolvency; or "Comptroller"means the Comptroller of the County of Suffolk. f. the Subrecipient's failure to cooperate in an Audit of Financial Statements; or "Contract"means all terms and conditions of this Contract,forming all rights and obligations of the g. the Subrecipient's falsification of Subrecipient and the County. records or reports,misuse of funds,or malfeasance or nonfeasance in financial "Subrecipient"means the signatory corporation,its record keeping arising out of, or in officers,officials, employees,agents,servants,sub- connection with,any contract with the contractors, and any successor or assign of any one or County; or more of the foregoing performing the Services. h. the Subrecipient's failure to submit, or "County"means the County of Suffolk,its departments, failure to timely submit, documentation and agencies. to obtain Federal or State funds;or "County Attorney"means the County Attorney of the i. the inability of the County or the County of Suffolk. Subrecipient to obtain Federal or State funds due to any act or omission of the "Department"means the signatory department Subrecipient; or approving the Contract. j. any condition that the County "Engineering Services"means the definition of the determines,in its sole discretion, is practice of engineering and the definition of practice of dangerous. land surveying,as the case may be,under Section 7201 and Section 7203 of the State Education Law, "Federal"means the United States government,its respectively. departments, and agencies. 9 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Words of the masculine gender shall mean and include "Fringe Benefits"means non-wage benefits which correlative words of the feminine and neuter genders and accompany,or are in addition to,a person's salary, such words importing the singular number shall mean and as paid insurance,sick leave,profit-sharing plans,paid include the plural number and vice versa. Words holidays,and vacations. importing persons shall include firms, associations, partnerships(including limited partnerships),trusts, "Fund Source"means any direct or indirect sum corporations,and other legal entities, including public payable to the Subrecipient by the County pursuant to bodies, as well as natural persons,and shall include any lawful obligation. successors and assigns. "Legislature"means the Legislature of the County of Capitalized terms used,but not otherwise defined, Suffolk. herein,shall have the meanings assigned to them in the Contract. "Management Letter"means a letter certified as true by the Subrecipient's certified public accountant or chief financial officer of findings and recommendations for improvements in internal fiscal control that were identified during an Audit of Financial Statements,but which were not required to be included in an audit report. End of Text for Article II "Municipal Corporation"means a town,village,or school district. "Services"means all that which the Subrecipient must do, and any part thereof arising out of,or in connection with,the Contract as described in Article I"Description of Services." "State"means the State of New York. "Statement of Other Contracts"means a complete list of all other contracts under which•money has been or will be paid to the Subrecipient from the County, Federal,or State governments, or a Municipal Corporation, and(i)which are currently in effect or(ii) which have expired within the past twelve(12)months and have not been renewed. "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 10 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant it to render the Services. Article III General Terms and Conditions c. Notifications 1. Subrecipient Responsibilities i.) The Subrecipient shall immediately notify the County, a. Duties and Obligations in writing, of any disciplinary proceedings, commenced or i.) It shall be the duty of the pending,with any authority Subrecipient to discharge,or relating to a license held by any cause to be discharged,all of its person necessary to qualify him, responsibilities,and to her, or the Subrecipient to administer funds received in the perform the Services. interest of the County in accordance with the provisions ii.) In the event that a person is no of the Contract. longer licensed to perform the Services,the Subrecipient must ii.) The Subrecipient shall promptly immediately notify the County, take all action as may be but in no event shall such necessary to render the Services. notification be later than five(5) days after a license holder has iii.) The Subrecipient shall not take lost the license required to any action that is inconsistent qualify the license holder or the with the provisions of the Subrecipient to perform the Contract. Services. iv.) Services provided under this iii.) In the event that the Contract shall be open to all Subrecipient is not able to residents of the County. perform the Services due to a loss of license,the Subrecipient b. Qualifications,Licenses,and shall not be reimbursed for the Professional Standards Services rendered after the effective date of termination of i.) The Subrecipient represents and , such license. Without limiting warrants that it has,and shall the generality of the foregoing, continuously possess,during the if any part of the Contract Term,the required licensing, remains to be performed, and education,knowledge, the termination of the license experience,and character does not affect the necessary to qualify it to render Subrecipient's ability to render the Services. the Services, every other term and provision of the Contract ii.) The Subrecipient shall shall be valid and enforceable to continuously have during the the fullest extent permitted by Term all required law. authorizations, certificates, certifications,registrations, d. Documentation of Professional licenses,permits, and other Standards approvals required by Federal, State,County, or local The Subrecipient shall maintain on file, authorities necessary to qualify in one location in Suffolk County,all records that demonstrate that it has 11 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant complied with sub-paragraphs(b)and Subrecipient shall submit to the County, (c)above. The address of the location no later than the due date for submission of the aforesaid records and documents for approval of any engineering work shall be provided to the County no later product,the Certificate of Authorization than the date of execution of the ("Certificate"),issued pursuant to Contract. Such documentation shall be §7210 of the New York Education Law, kept,maintained,and available for of every person performing any inspection by the County upon twenty- Engineering Services. The failure to four(24)hours'notice. file, submit,or maintain the Certificate shall be grounds for rejection of any e. Credentialing engineering work product submitted for approval. i.) In the event that the Department,or any division 2. Termination thereof,maintains a- credentialing process to qualify a. Thirty Days Termination the Subrecipient to render the Services,the Subrecipient shall The County shall have the right to complete the required terminate the Contract without cause, credentialing process. In the for any reason,at any time,upon such event that any State credential, terms and conditions it deems registration,certification or appropriate,provided,however,that no license,Drug Enforcement such termination shall be effective Agency registration,or unless the Subrecipient is given at least Medicare or Medicaid thirty(30)days' notice. certification is restricted, suspended,or temporarily or b. Event of Default; Termination on permanently revoked, it is the Notice duty of the Subrecipient to contact the Department,or i.) The County may immediately division thereof,as the case may terminate the Contract,for be, in writing,no later than cause,upon such terms and three(3)days after such conditions it deems appropriate, restriction, suspension, or in the Event of Default. revocation. ii.) If the Subrecipient defaults ii.) The Subrecipient shall forward under any other provision of the Contract,the County may to the Department, or division terminate the Contract,on not thereof,as the case may be, on less than five(5)days' notice, or before July 1 of each year during the Term,a complete list upon such terms and conditions of the names and addresses of it deems appropriate. all persons providing the Services,as well as their b. Termination Notice respective areas of certification, credentialing,registration,and Any notice providing for termination licensing. shall be delivered as provided for in paragraph 24 of this Article III. f. Engineering Certificate c. Duties upon Termination In the event that the Contract requires any Engineering Services,the 12 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant i.) The Subrecipient shall discontinue Subrecipient agrees that it shall protect, the Services as directed in the indemnify, and hold harmless the County, termination notice. its agents,servants,officials,and employees from and against all liabilities, ii.) The County shall pay the fines,penalties, actions,damages, claims, Subrecipient for the Services demands,judgments, losses,suits or rendered through the date of actions,costs,and expenses arising out of termination. any claim asserted for infringement of copyright, including reimbursement of the iii.) The County is released from any and cost of reasonable attorneys'fees incurred all liability under the Contract, by the County, its agents,servants, effective as of the date of the officials, and employees in any action or termination notice. proceeding arising out of or in connection with any claim asserted for infringement iv.) Upon termination,the of copyright. Subrecipient shall reimburse the County the balance of any funds c. The Subrecipient shall defend the County, advanced to the Subrecipient by its agents,servants, officials, and the County no later than thirty employees in any proceeding or action, (30)days after termination of the including appeals, arising out of,or in Contract. The provisions of this connection with,the Contract,and any subparagraph shall survive the copyright infringement proceeding or expiration or termination of the action. At the County's option,the Contract. County may defend any such proceeding or action and require the Subrecipient to v.) Nothing contained in this pay reasonable attorneys' fees of salary paragraph shall be construed as a costs of County employees of the limitation on the County's rights Department of Law for the defense of any set forth in paragraph 8 of this such suit. Article III. 4. Insurance 3. Indemnification and Defense a. The Subrecipient shall continuously a. The Subrecipient shall protect,indemnify, maintain,during the Term of the Contract, and hold harmless the County, its agents, insurance in amounts and types as follows: servants, officials,and employees from and against all liabilities,fines,penalties, actions,damages,claims,demands, i.) Commercial General Liability judgments, losses,suits or actions,costs, insurance, including contractual and expenses caused by the negligence or liability coverage, in an amount any acts or omissions of the Subrecipient, not less than Two Million Dollars including reimbursement of the cost of ($2,000,000.00)per occurrence reasonable attorneys'fees incurred by the for bodily injury and Two Million County,its agents,servants, officials, and Dollars($2,000,000.00)per employees in any action or proceeding occurrence for property damage. arising out of,or in connection with,the The County shall be named an Contract. additional insured. b. The Subrecipient hereby represents and ii.) Automobile Liability insurance warrants that it will not infringe upon any (if any vehicles are used by the copyright in performing the Services. The Subrecipient in the performance 13 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant of the Contract)in an amount not Contract,declaration pages for each policy less than Five Hundred Thousand of insurance,other than a policy for Dollars($500,000.00)per person, commercial general liability insurance, and per accident,for bodily injury and upon demand, a true and certified original not less than One Hundred copy of each such policy evidencing Thousand Dollars($100,000.00) compliance with the aforesaid insurance for property damage per requirements. In the case of commercial occurrence. general liability insurance,the Subrecipient shall furnish to the County,prior to the iii.) Workers' Compensation and execution of the Contract,a declaration page Employer's Liability insurance or insuring agreement and endorsement page in compliance with all applicable evidencing the County's status as an New York State laws and additional insured on said policy, and upon regulations and Disability demand,a true and certified original copy of Benefits insurance,if required by such policy evidencing compliance with the law. The Subrecipient shall aforesaid insurance requirements. furnish to the County,prior to its execution of the Contract,the e. All evidence of insurance shall provide for the documentation required by the County to be notified in writing thirty(30) State of New York Workers' days prior to any cancellation,nonrenewal, or Compensation Board of coverage material change in the policy to which such or exemption from coverage evidence relates. It shall be the duty of the pursuant to §§57 and 220 of the Subrecipient to notify the County immediately Workers' Compensation Law. In of any cancellation,nonrenewal, or material accordance with General change in any insurance policy. Municipal Law§108,the Contract shall be void and of no effect f. In the event the Subrecipient shall fail to unless the Subrecipient shall provide evidence of insurance,the County provide and maintain coverage may provide the insurance required in such during the Term for the benefit of manner as the County deems appropriate and such employees as are required to deduct the cost thereof from a Fund Source. be covered by the provisions of the Workers' Compensation Law. g. If the Subrecipient is a Municipal Corporation and has a self-insurance program under which iv.) Professional Liability it acts as a self-insurer for any of such required insurance in an amount not less coverage,the Subrecipient shall provide proof, than Two Million Dollars acceptable to the County, of self-funded ($2,000,000.00)on either a per- coverage. occurrence or claims-made coverage basis. 5. Independent Contractor b. The County may mandate an increase in the The Subrecipient is not,and shall never be, liability limits set forth in the immediately considered an employee of the County for any preceding paragraphs(4)(a)(i), (ii),and(iv). purpose. Notwithstanding anything contained in this Contract,the Contract shall not be construed c. All policies providing such coverage shall as creating a principal-agent relationship between be issued by insurance companies the County and the Subrecipient or the authorized to do business in New York with Subrecipient and the County,as the case may be. an A.M.Best rating of A-or better. 6. Severability d. The Subrecipient shall furnish to the County,prior to the execution of the 14 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant It is expressly agreed that if any term or provision iii.) subject an individual to of this Contract, or the application thereof to any segregation or separate treatment person or circumstance,shall be held invalid or in any matter related to the unenforceable to any extent,the remainder of the individual's receipt of the Contract,or the application of such term or Services provided pursuant to the provision to persons or circumstances other than Contract; or those as to which it is held invalid or iv.) restrict an individual in any way unenforceable,shall not be affected thereby, and from any advantage or privilege every other term and provision of the Contract enjoyed by others receiving the shall be valid and shall be enforced to the fullest Services provided pursuant to the extent permitted by law. Contract; or 7. Merger; No Oral Changes v.) treat an individual differently from others in determining It is expressly agreed that the Contract represents whether or not the individual the entire agreement of the parties and that all satisfies any eligibility or other previous understandings are herein merged in the requirements or conditions which Contract. No modification of the Contract shall be individuals must meet in order to valid unless in written form and executed by both receive the Services provided parties. pursuant to the Contract. b. The Subrecipient shall not utilize criteria 8. Set-Off Rights or methods of administration which have the effect of subjecting individuals to The County shall have all of its common law, discrimination because of their race, equitable, and statutory rights of set-off These creed,color,national origin,sex, age, rights shall include,but not be limited to,the disability,sexual orientation,military County's option to withhold from a Fund Source status,or marital status,or have the effect an amount no greater than any sum due and owing of substantially impairing the Contract to the County for any reason. The County shall with respect to individuals of a particular exercise its set-off rights subject to approval by the race,creed,color,national origin,sex, County Attorney. In cases of set-off pursuant to a age,disability,sexual orientation,military Comptroller's audit,the County shall only status,or marital status, in determining: exercise such right after the finalization thereof, and only after consultation with the County i.) the Services to be provided;or Attorney. ii.) the class of individuals to whom, or the situations in which,the 9. Non-Discrimination in Services Services will be provided;or a. The Subrecipient shall not,on the grounds iii.) the class of individuals to be of race, creed,color,national origin,sex, afforded an opportunity to receive age,disability,sexual orientation,military the Services. status,or marital status 10. Nonsectarian Declaration i.) deny any individual the Services provided pursuant to the Contract; The Services performed under the Contract are or secular in nature. No funds received pursuant to ii.) provide the Services to an the Contract shall be used for sectarian purposes or individual that is different,or to further the advancement of any religion. The provided in a different manner, Services will be available to all eligible from those provided to others individuals regardless of religious belief or pursuant to the Contract; or affiliation. 15 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant 11. Governing Law created by the Subrecipient and used in rendering the Services, shall remain the property of the The Contract shall be governed by,and construed County and shall be kept confidential in in accordance with,the laws of the State of New accordance with applicable laws,rules, and York,without regard to conflict of laws.Venue regulations. shall be designated in the Supreme Court,Suffolk County,the United States District Court for the 16. Assignment and Subcontracting Eastern District of New York,or, if appropriate, a court of inferior jurisdiction in Suffolk County. a. The Subrecipient shall not delegate its duties under the Contract, or assign, 12. No Waiver transfer, convey,sublet, or otherwise dispose of the Contract,or any of its right, It shall not be construed that any failure or title or interest therein, or its power to forbearance of the County to enforce any execute the Contract,or assign all or any provision of the Contract in any particular instance portion of the monies that may be due or or instances is a waiver of that provision. Such become due hereunder,(collectively provision shall otherwise remain in full force and referred to in this paragraph 16 as effect,notwithstanding any such failure or "Assignment"),to any other person,entity forbearance. or thing without the prior written consent of the County,and any attempt to do any 13. Conflicts of Interest of the foregoing without such consent shall be void ab initio. The Subrecipient shall not,during the Term, pursue a course of conduct which would cause a b. Such Assignment shall be subject to all of reasonable person to believe that he or she is likely the provisions of the Contract and to any to be engaged in acts that create a substantial other condition the County requires. No conflict between its obligations under the Contract approval of any Assignment shall be and its private interests. The Subrecipient is construed as enlarging any obligation of charged with the duty to disclose to the County the the County under the terms and provisions existence of any such adverse interests,whether of the Contract. No Assignment of the existing or potential. This duty shall continue as Contract or assumption by any person of long as the Term.The determination as to whether any duty of the Subrecipient under the or when a conflict may potentially exist shall Contract shall provide for, or otherwise ultimately be made by the County Attorney after be construed as,releasing the Subrecipient full disclosure is obtained. from any term or provision of the Contract. 14. Cooperation on Claims 17. Changes to Subrecipient The Subrecipient and the County shall render diligently to each other,without compensation, a. The Subrecipient may,from time to any and all cooperation that may be required to time, only with the County's written defend the other party, its employees and consent, enter into a Permitted Transfer. designated representatives, against any claim, For purposes of the Contract,a demand or action that may be brought against the Permitted Transfer means: other party, its employees or designated representatives arising out of, or in connection i.) if the Subrecipient is a with,the Contract. partnership,the withdrawal or change,whether voluntary, 15. Confidentiality involuntary or by operation of law, of the partners,or transfer of Any document of the County,or any document partnership interests(other than 16 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant the purchase of partnership interests by existing partners,by iv.) such information reasonably the partnership itself or the required by the County,which immediate family members by will enable the County to reason of gift,sale or devise),or determine the financial the dissolution of the partnership responsibility, character,and without immediate reconstitution reputation of the proposed thereof,and transferee,nature of the proposed assignee/transferee's business and ii.) if the Subrecipient is a closely experience; held corporation(i.e.whose stock is not publicly held and not traded v.) all executed forms required through an exchange or over the pursuant to Article IV of the counter): Contract,that are required to be submitted by the Subrecipierit; 1. the dissolution,merger, and consolidation or other reorganization of the vi.) such other information as the Subrecipient;and County may reasonably require. 2. the sale or other transfer of d. The County agrees that any request for its twenty percent(20%)or more consent to a Permitted Transfer shall be of the shares of the granted,provided that the transfer does Subrecipient(other than to not violate any provision of the Contract, existing shareholders,the and the transferee has not been convicted corporation itself or the of a criminal offense as described under immediate family members of Article II of Chapter 143 of the Suffolk shareholders by reason of gift, County Code. The County shall grant or sale or devise). deny its consent to any request of a Permitted Transfer within twenty(20) b. If the Subrecipient is a not-for-profit days after delivery to the County of the corporation, a change of twenty percent Transfer Notice, in accordance with the (20%)or more of its shares or members provisions of Paragraph 24 of Article III shall be deemed a Permitted Transfer. of the Contract. If the County shall not give written notice to the Subrecipient c. The Subrecipient shall notify the County denying its consent to such Permitted in writing,which notice(the"Transfer Transfer(and setting forth the basis for Notice")shall include: such denial in reasonable detail)within such twenty(20)-day period,then the i.) the proposed effective date of the County shall be deemed to have granted Permitted Transfer,which shall its consent to such Permitted Transfer. not be less than thirty(30)days nor more than one hundred eighty e. Notwithstanding the County's consent, (180)days after the date of delivery of the Transfer Notice; i.) the terms and conditions of the Contract shall in no way be ii.) a summary of the material terms deemed to have been waived or of the proposed Permitted modified;and Transfer; ii.) such consent shall not be deemed iii.) the name and address of the consent to any further transfers. proposed transferee; 17 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant 18. No Intended Third Party Beneficiaries b. Patents The Contract is entered into solely for the benefit If the Subrecipient makes any discovery or of the County and the Subrecipient. No third party invention during the Term,as a result of shall be deemed a beneficiary of the Contract and work performed under the Contract,the no third party shall have the right to make any Subrecipient may apply for and secure for claim or assert any right under the Contract. itself patent protection. However,the County reserves to itself, and the 19. Certification as to Relationships Subrecipient hereby gives to the County, and to any other person designated by the The Subrecipient certifies under penalties of County,a royalty-free,nonexclusive perjury that, other than through the funds provided license to produce or otherwise use any in the Contract and other valid agreements with item so discovered or patented. the County,there is no known spouse, life partner, business,commercial, economic,or financial 22. Arrears to County relationship with the County or its elected officials. The Subrecipient also certifies that there Subrecipient warrants that,except as may is no relationship within the third degree of otherwise be authorized by agreement, it is not in consanguinity,between the Subrecipient,any of its arrears to the County upon any debt,contract,or partners,members, directors,or shareholders any other lawful obligation,and is not in default to owning five(5%)percent or more of the the County as surety. Subrecipient,and the County. 23. Lawful Hiring of Employees Law in 20. Publications Connection with Contracts for Construction or Future Construction Any book,article,report or other publication or printed matter related to the Services provided In the event that the Contract is subject to the pursuant to this Contract shall contain the Lawful Hiring of Employees Law of the County following statement in clear and legible print: of Suffolk, Suffolk County Code Chapter 234, as more fully set forth in the Article entitled"Suffolk "This publication is fully or partially funded by the County Legislative Requirements,"the County of Suffolk." Subrecipient shall maintain the documentation mandated to be kept by this law on the 21. Copyrights and Patents construction site at all times. Employee sign-in sheets and register/log books shall be kept on the a. Copyrights construction site at all times and all covered employees, as defined in the law,shall be required If the work of the Subrecipient should to sign such sign-in sheets/register/log books to result in the production of original books, indicate their presence on the construction site manuals,films, or other materials for during such working which a copyright may be granted,the hours. Subrecipient may secure copyright protection. However,the County reserves 24. Notice to itself,and the Subrecipient hereby gives to the County,and to any other person Unless otherwise expressly provided,all notices designated by the County, a royalty-free, shall be in writing and shall be deemed sufficiently nonexclusive license to produce, given if sent by regular first class mail and reproduce,publish,translate, or otherwise certified mail,or personally delivered during use any such materials. business hours as follows: 1.)to the Subrecipient at the address on page 1 of the Contract and 2.)to the County at the Department, 18 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant or as to either of the foregoing,to such other 1964,the Age Discrimination Act of 1975,the address as the addressee shall have indicated by Americans With Disabilities Act of 1990, prior written notice to the addressor. All notices Section 504 of the Rehabilitation Act of 1973, received by the Subrecipient relating to a legal and the requirements of Executive Order 11246 claim shall be immediately sent to the Department (Equal Employment Opportunity),as amended and also to the County Attorney at H.Lee by Executive Orders 11375 and 12086. Dennison Building, 100 Veterans Memorial Highway,P.O.Box 6100, (Sixth Floor), 26. Constitutional Prohibition Hauppauge,New York, 11788-0099. 25. Non-Discrimination In Services In accordance with First Amendment Church and State Principles,the Subrecipient shall This Agreement is subject to the requirements of comply with 24 CFR 570.200(j)of the federal Title VI of the Civil Rights Act of 1964(P.L. regulations regarding the use of Community 88-352)and HUD regulations with respect Development funds by religious organizations thereto including the regulations under 24 CFR and CPD Notice 04-10. Part I. No person in the United States shall,on the grounds of race,color,religion,sex,sexual 27. Obligations of Subrecipient With Respect to orientation,age, creed,ancestry, disability orCertain Third-Party Relationships other handicap or marital/familial status, military status or national origin,be excluded from participation in,be denied the benefits of, The Subrecipient shall remain fully obligated or be subjected to discrimination under any under the provisions of this Contract, program or activity receiving Federal financial notwithstanding its designation of any third assistance. party or parties for the undertaking of all or any This Agreement is also subject to the part of the program for which assistance is being requirements of Title VIII of the Civil Rights provided under this Contract to the Subrecipient. The Subrecipient shall comply with all lawful Act of 1968,known as the"Fair Housing Act", requirements applicable to the County as the which provides that it is the policy of the United applicant under the National Affordable Housing States to provide,within constitutional Act of 1990,as amended. limitations,fair housing throughout the United States,and prohibits any person from discriminating in the sale or rental of housing, Any contract between the Subrecipient and a the financing of housing, or the provision of third-party subrecipient shall be in compliance brokerage services,including in any way making with all applicable Federal,state,and local laws, unavailable or denying a dwelling to any person, rules and regulations and shall include the because of race,color,religion,sex,sexual following provisions in a written agreement: orientation, age,creed,ancestry, disability or other handicap or a) A description of each task to be marital/familial status,military status or national undertaken by the subrecipient, a origin. The Subrecipient is required to schedule for completing each task and a administer all programs and activities related to budget for each task. housing and community development in a manner to affirmatively further fair housing. b) Specification of records,reports and data to be maintained or submitted. In addition,the Subrecipient must make Community Development funds available in c) A statement that all repayments are to accordance with the Fair Housing Act, be returned to the Subrecipient. Executive Order 11063,as amended by Executive Order 12259(Equal Opportunity in Housing),Title VI of the Civil Rights Act of 19 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant d) Requirement of compliance with receiving benefits who have a applicable OMB Circulars. conflict of interest. e) Compliance with the following Federal 9) 24 CFR Part 570.200(j)which law and regulations: prescribes the use of NSP funds by religious organizations. 1) Public Law 88-352 the Civil Rights Act of 1964 and Public f) Indication that the Contract may be Law 90-284 known as the Fair terminated for default, inability, or Housing Act. failure to perform. 2) Section 109 of the Act requiring g) Requirement that any NSP funds on that no person be excluded from hand or accounts receivable at the time participation or denied benefits, of termination shall be returned to the or be subjected to discrimination Subrecipient. on the grounds of race,color, national origin, sex,creed, h) Provision to ensure that: ancestry,disability or other handicap or marital/familiar 1) No Federal appropriated funds status. have been paid or will be paid, 3) Section 110 of the Act regarding by or on behalf of the labor standards for Subrecipient subrecipient,to any person for or subcontractors performing influencing or attempting to construction influence an officer or employee work. of any agency, a Member of Congress,an officer or 4) Section 202(a)of the Flood employee of Congress,or an Disaster Protection Act of 1973. employee of a Member of Congress in connection with the 5) Executive Order 11246 which awarding of any Federal prohibits discrimination in contract,the making of any employment and Section 3 of Federal grant,the making of any the Housing and Urban Federal loan,the entering into Development Act of 1968 of any cooperative Contract, and regarding the provision of the extension,continuation, employment to low income renewal, amendment,or persons residing within modification of any Federal the boundaries of the contract,grant,loan, or Consortium. cooperative Contract. 6) 42 U.S.C.3535(d)4821 and 2) If any funds other than Federal 4851 of the Lead-Base Paint appropriated funds have been Poisoning Prevention Act. paid or will be paid to any person for influencing or 7) 24 CFR Part 24 prohibiting the attempting to influence an use of debarred,suspended or officer or employee of any ineligible Subrecipient or agency,a Member of Congress, subrecipients. an officer or employee of Congress,or an employee of a 8) 24 CFR Part 570.511 Member of Congress in regulations prohibiting persons connection with this Federal contract,grant, loan, or 20 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant cooperative Contract,the subrecipient shall complete and submit Standard Form-LLL, "Disclosure Form to Report End of Text for Article III Lobbying", in accordance with its instructions. 21 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Article IV pursuant to the terms of the Suffolk County Suffolk County Legislative Requirements Living Wage Law of the County of Suffolk. Under the provisions of the Living Wage Law, 1. Subrecipient's/Vendor's Public Disclosure the County shall have the authority,under Statement appropriate circumstances,to terminate the Contract and to seek other remedies as set forth It shall be the duty of the Subrecipient to read, therein,for violations of this Law. become familiar with,and comply with the . requirements of section A5-8 of Article V of the Required Forms: Suffolk County Code. Suffolk County Living Wage Form LW-1; Unless certified by an officer of the Subrecipient entitled"Suffolk County Department of Labor— as being exempt from the requirements of Living Wage Unit Notice of Application for section A5-8 of Article V of the Suffolk County County Compensation(Contract)." Code,the Subrecipient represents and warrants that it has filed with the Comptroller the verified Suffolk County Living Wage Form LW-38; public disclosure statement required by Suffolk entitled"Suffolk County Department of Labor— County Administrative Code Article V,section Living Wage Unit Living Wage A5-8 and shall file an update of such statement Certification/Declaration—Subject To Audit." with the Comptroller on or before the 31st day of January in each year of the Contract's 3. Use of County Resources to Interfere with duration. The Subrecipient acknowledges that Collective Bargaining Activities such filing is a material,contractual and statutory duty and that the failure to file such It shall be the duty of the Subrecipient to read, statement shall constitute a material breach of become familiar with,and comply with the the Contract,for which the County shall be requirements of Article I of Chapter 803 of the entitled,upon a determination that such breach Suffolk County Code. has occurred,to damages, in addition to all other legal remedies,of fifteen percent(15%)of the County Subrecipients(as defined by section amount of the Contract. 803-2)shall comply with all requirements of Chapter 803 of the Suffolk County Code, Required Form: including the following prohibitions: Suffolk County Form SCEX 22;entitled a. The Subrecipient shall not use County funds to "Contractor/Vendor's Public Disclosure assist,promote,or deter union organizing. Statement" b. No County funds shall be used to reimburse the 2. Living Wage Law Subrecipient for any costs incurred to assist, promote,or deter union organizing. It shall be the duty of the Subrecipient to read, become familiar with, and comply with the c. No employer shall use County property to hold a requirements of Chapter 575,of the Suffolk meeting with employees or supervisors if the County Code. purpose of such meeting is to assist,promote, or deter union organizing. This Contract is subject to the Living Wage Law of the County of Suffolk. The law requires that, If the Services are performed on County unless specific exemptions apply,all employers property,the Subrecipient must adopt a (as defined)under service contracts and reasonable access agreement,a neutrality recipients of County financial assistance,(as agreement,fair communication agreement,non- defined)shall provide payment of a minimum intimidation agreement,and a majority wage to employees as set forth in the Living authorization card agreement. Wage Law. Such rate shall be adjusted annually 22 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant County; and shall be made available to the If the Services are for the provision of human public upon request. services and are not to be performed on County property,the Subrecipient must adopt,at the All Subrecipients and subcontractors(as least,a neutrality agreement. defined)of covered employers,and the owners thereof,as the case may be,that are assigned to Under the provisions of Chapter 803,the County perform work in connection with a County shall have the authority,under appropriate contract, subcontract,license agreement, lease or circumstances,to terminate the Contract and to other financial compensation agreement issued seek other remedies as set forth therein,for by the County or awarding agency,where such violations of this Law. compensation is one hundred percent(100%) funded by the County, shall submit to the Required Form: covered employer a completed sworn affidavit Suffolk County Labor Law Form DOL-L01; (under penalty of perjury),the form of which is entitled"Suffolk County Department of Labor— attached, certifying that they have complied, in Labor Mediation Unit Union Organizing good faith, with the requirements of Title 8 of Certification/Declaration-Subject to Audit." the United States Code Section 1324a with respect to the hiring of covered employees and with respect to the alien and nationality status of 4. Lawful Hiring of Employees Law the owners thereof,as the case may be. The affidavit shall be executed by an authorized representative of the Subrecipient, It shall be the duty of the Subrecipient to read, subcontractor,or owner, as the case may be; become familiar with,and comply with the shall be part of any executed contract, requirements of Article II of Chapter 353 of the subcontract, license agreement,lease or other Suffolk County Code. financial compensation agreement between the This Contract is subject to the Lawful Hiring of covered employer and the County; and shall be Employees Law of the County of Suffolk.It made available to the public upon request. provides that all covered employers,(as An updated affidavit shall be submitted by each defined), and the owners thereof,as the case such employer, owner, Subrecipient and may be,that are recipients of compensation from subcontractor no later than January 1 of each the County through any grant,loan,subsidy, year for the duration of any contract and upon funding, appropriation,payment,tax incentive, the renewal or amendment of the Contract,and contract,subcontract, license agreement,lease or whenever a new Subrecipient or subcontractor is other financial compensation agreement issued hired under the terms of the Contract. by the County or an awarding agency,where such compensation is one hundred percent The Subrecipient acknowledges that such filings (100%)funded by the County,shall submit a are a material,contractual and statutory duty and completed sworn affidavit(under penalty of that the failure to file any such statement shall perjury),the form of which is attached, constitute a material breach of the Contract. certifying that they have complied,in good faith, with the requirements of Title 8 of the United Under the provisions of the Lawful Hiring of States Code Section 1324a with respect to the Employees Law,the County shall have the hiring of covered employees(as defined)and authority to terminate the Contract for violations with respect to the alien and nationality status of of this Law and to seek other remedies available the owners thereof The affidavit shall be under the law. executed by an authorized representative of the covered employer or owner,as the case may be; The documentation mandated to be kept by this shall be part of any executed contract, law shall at all times be kept on site. Employee subcontract, license agreement,lease or other sign-in sheets and register/log books shall be financial compensation agreement with the kept on-site at all times during working hours 23 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant and all covered employees,as defined in the by the County to a business previously law,shall be required to sign such sign-in incorporated within the U.S.A.that has sheets/register/log books to indicate their reincorporated outside the U.S.A. presence on the site during such working hours. Required Forms: 7. Child Sexual Abuse Reporting Policy Suffolk County Lawful Hiring of Employees It shall be the duty of the Subrecipient to read, Law Form LHE-1; entitled"Suffolk County become familiar with,and comply with the Department of Labor—Notice Of Application requirements of Article II of Chapter 880 of the To Certify Compliance With Federal Law(8 Suffolk County Code. U.S.C. Section 1324a)With Respect To Lawful The Subrecipient shall comply with Article II of Hiring of Employees." Chapter 880,of the Suffolk County Code, Suffolk County Lawful Hiring of Employees entitled"Child Sexual Abuse Reporting Policy," Law Form LHE-2; entitled"Affidavit Of as now in effect or amended hereafter or of any Compliance With The Requirements Of 8 other Suffolk County Local Law that may U.S.C. Section 1324a With Respect To Lawful become applicable during the term of the Hiring Of Employees" Contract with regard to child sexual abuse reporting policy. 5. Gratuities 8. Non Responsible Bidder It shall be the duty of the Subrecipient to read, It shall be the duty of the Subrecipient to read, become familiar with,and comply with the become familiar with,and comply with the requirements of Chapter 664 of the Suffolk requirements of Article II of Chapter 189 of the County Code. Suffolk County Code. The Subrecipient represents and warrants that it Upon signing the Contract,the Subrecipient has not offered or given any gratuity to any official,employee or agent of the County or the certifies that it has not been convicted of a State or of any political party,with the purpose criminal offense within the last ten(10)years. The term"conviction"shall mean a or intent of securing an agreement or securing finding of favorable treatment with respect to the awarding guilty after a trial or a plea of guilty to an or amending of an agreement or the making of offense covered under section 189-5 of the any determinations with respect to the Suffolk County Code under"Nonresponsible performance of an agreement. Bidder." 6. Prohibition Against Contracting with 9. Use of Funds in Prosecution of Civil Corporations that Reincorporate Overseas Actions Prohibited It shall be the duty of the Subrecipient to read, It shall be the duty of the Subrecipient to read, become familiar with, and comply with the become familiar with,and comply with the requirements of Article III of Chapter 893 of the requirements of sections A4-13 and A4-14 of Suffolk County Code. Article IV of the Suffolk County Code. The Subrecipient shall not use any of the moneys, in part or in whole,and either directly The Subrecipient represents that it is in or indirectly,received under the Contract in compliance with sections A4-13 and A4-14 of connection with the prosecution of any civil Article N of the Suffolk County Code. Such action against the County in any jurisdiction or law provides that no contract for consulting any judicial or administrative forum. services or goods and services shall be awarded 24 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant 10. Youth Sports All contract agencies that provide services to minors are required to protect the privacy of the It shall be the duty of the Subrecipient to read, minors and are strictly prohibited from selling or become familiar with,and comply with Article otherwise providing to any third party,in any III of Chapter 730 of the Suffolk County Code. manner whatsoever,the personal or identifying All contract agencies that conduct youth sports information of any minor participating in their programs are required to develop and maintain a programs. written plan or policy addressing incidents of possible or actual concussion or other head injuries among sports program participants. 13. Contract Agency Performance Measures Such plan or policy must be submitted prior to and Reporting Requirements the award of a County contract, grant or funding. Receipt of such plan or policy by the County It shall be the duty of the Subrecipient to does not represent approval or endorsement of read,become familiar with,and comply with any such plan or policy,nor shall the County be subject to any liability in connection with any the requirements of Suffolk County Local such plan or policy. Law No.41-2013, a Local Law to Implement Performance Measurement to Increase 11. Work Experience Participation Accountability and Enhance Service Delivery by Contract Agencies(Article VIII of If the Subrecipient is a not-for-profit or Chapter 189 of the Suffolk County Code). governmental agency or institution,each of the Subrecipient's locations in the County at which All contract agencies having a contract in the Services are provided shall be a work site for excess of$50,000 shall cooperate with the public-assistance clients of Suffolk County contract's administering department to pursuant to Chapter 281 of the Suffolk County identify the key performance measures Code at all times during the Term of the related to the objectives of the service the Contract. If no Memorandum of Understanding ("MOU")with the Suffolk County Department contract agency provides and shall develop of Labor for work experience is in effect at the an annual performance reporting plan.The beginning of the Term of the Contract,the contract agency shall cooperate with the Subrecipient,if it is a not-for-profit or administering department and the County governmental agency or institution,shall enter Executive's performance management team into such MOU as soon as possible after the to establish working groups to identify execution of the Contract and failure to enter appropriate performance indicators for into or to perform in accordance with such MOU monthly evaluation of the contract agency's shall be deemed to be a failure to perform in performance measures accordance with the Contract,for which the County may withhold payment,terminate the 14. Suffolk County Local Laws Website Contract or exercise such other remedies as may Address be appropriate in the circumstances. 12. Safeguarding Personal Information of Suffolk County L lP stws,Rules and Regulations can be accessed on the homepage of It shall be the duty of the Contractor to read, the Suffolk County Legislature. become familiar with,and comply with the requirements of Suffolk County Local Law No. 20-2013,a Local Law to Safeguard the Personal End of Text for Article IV Information of Minors in Suffolk County. 25 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Article V General Fiscal Terms and Conditions 1. General Payment Terms In addition to such specific payment terms as maybe set forth elsewhere in this Agreement,the Subrecipient shall abide by the following: a. Presentation of Suffolk County Payment Voucher In order for payment to be made by the County to the Subrecipient for the Services,the Subrecipient shall prepare and present a Suffolk County Payment Voucher,which shall be documented by sufficient, competent and evidential matter. b. Voucher Documentation The Suffolk County Payment Voucher shall list all information regarding the Services and other items for which expenditures have been or will be made in accordance with the Contract. Either upon execution of the Contract(for the Services already rendered and expenditures already made),or not more than thirty (30)days after the expenditures were made, and in no event after the 315t day of January following the end of each year of the Contract,the Subrecipient shall furnish the County with detailed documentation in support of the payment for the Services or expenditures under the Contract e.g. dates of the Service, worksite locations,activities,hours worked,pay rates and all program Budget categories. The Suffolk County Payment Voucher shall include time records,certified by the Subrecipient as true and accurate, of all personnel for whom expenditures are claimed during the period. Time and attendance records of a project director, if any, shall be certified by the Chairperson,President or other designated member of the Board of Directors of the Subrecipient. All Suffolk County Payment Vouchers must bear a signature as that term is defined pursuant to New York State General Construction Law§46 by duly authorized persons,and certification of such authorization with certified specimen signatures thereon must be filed with the County by a Subrecipient official empowered to sign the Contract. Disbursements made by the Subrecipient in accordance with the Contract and submitted for reimbursement must be documented and must comply with accounting procedures as set forth by the Suffolk County Department of Audit and Control. Documentation, including any other form(s)required by County or the Suffolk County Department of Audit and Control,shall be furnished to the County pursuant to, and as limited by,the Regulations for Accounting Procedures for Contract Agencies of the Suffolk County Department of Audit and Control. In addition to any other remedies that the County may have, failure to supply the required documentation will disqualify the Subrecipient from any further County contracts. c. Payment by County Payment by the County shall be made within thirty(30)days after approval of the Suffolk County Payment Voucher by the Comptroller. d. Budget Modification i.) The parties shall use the Contract Budget Modification Request form("Budget Modification")for revisions to the Budget and Services not involving an increase to the total cost of the Contract. The Subrecipient shall submit to the County the Budget Modification proposed revisions for 26 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant either Budget or the Services. Such request must be made in advance of incurring any expenditure for which the revision is needed, ii.) When the County and the Subrecipient agree as to such revisions,the Subrecipient shall execute the Budget Modification form. The Subrecipient shall return it to the County for execution. iii.) Upon complete execution of the Budget Modification form,the County shall return a copy to the Subrecipient. The revision shall not be effective until the Budget Modification is completely executed. iv.) The Budget Modification form may be submitted only twice per calendar year and may only be submitted prior to November 15th of that year. e. Budget and/or Services Revisions i.) The parties shall use the Contract Budget/Services Revision Approval Form(Budget/Services Revisions)for revisions to the Budget and Services involving any change to the total cost of the Contract due to a resolution of the Legislature, changes to the County's adopted annual budget, or for any other reason necessitating revisions to the Budget or Services. ii.) When the County and the Subrecipient agree as to such revisions,the Subrecipient shall execute the Budget/Services Revisions form. The Subrecipient shall return it to the County. iii.) Upon complete execution of the form by the parties,the County shall return a copy to the Subrecipient. The revision shall not be effective until the Budget/Services Revisions is completely executed. f. Taxes The charges payable to the Subrecipient under the Contract are exclusive of federal, state, and local taxes, the County being a municipality exempt from payment of such taxes. g. Final Voucher The acceptance by the Subrecipient of payment of all billings made on the final approved Suffolk County Payment Voucher shall operate as and shall be a release of the County from all claims by the Subrecipient. 2. Subject to Appropriation of Funds a. The Contract is subject to the amount of funds appropriated each fiscal year and any subsequent modifications thereof by the County Legislature and no liability shall be incurred by the County beyond the amount of funds appropriated each fiscal year by the County Legislature for the Services. b. If the County fails to receive Federal or State funds originally intended to pay for the Services, or to reimburse the County,in whole or in part,for payments made for the Services,the County shall have the sole and exclusive right to: i.) determine how to pay for the Services; 27 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant ii.) determine future payments to the Subrecipient;and iii.) determine what amounts, if any,are reimbursable to the County by the Subrecipient and the terms and conditions under which such reimbursement shall be paid. c. The County may,during the Term, impose a Budget Deficiency Plan. In the event that a Budget Deficiency Plan is imposed,the County shall promptly notify the Subrecipient in writing of the terms and conditions thereof,which shall be deemed incorporated in and made a part of the Contract,and the Subrecipient shall implement those terms and conditions in no less than fourteen(14)days. • 3. Personnel Salaries,Pension and Employee Benefit Plans,Rules and Procedures a. Upon request,the Subrecipient shall submit to the County a current copy,certified by the Subrecipient as true and accurate, of its i.) salary scale for all positions listed in the Budget; ii.) personnel rules and procedures; iii.) pension plan and any other employee benefit plans or arrangements. b. The Subrecipient shall not be entitled to reimbursement for costs under any pension or benefit plan the Comptroller deems commercially unreasonable. c. Notwithstanding anything in this paragraph 3 of this Article V,the County shall not be limited in requesting such additional financial information it deems reasonable. 4. Accounting Procedures a. The Subrecipient shall maintain accounts,books,records,documents,other evidence,and accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of the Contract, in accordance with generally accepted accounting principles and with rules,regulations and financial directives, as may be promulgated by the Suffolk County Department of Audit and Control and the Department. The Subrecipient shall permit inspection and audit of such accounts,books,records, documents and other evidence by the Department and the Suffolk County Comptroller,or their representatives,as often as, in their judgment, such inspection is deemed necessary. Such right of inspection and audit as set forth in subparagraph b. below shall exist during the Term and for a period of seven(7)years after expiration or termination of the Contract. b. The Subrecipient 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. c. The Subrecipient shall utilize the accrual basis of accounting and will submit all financial reports and claims based on this method of accounting during the Term. 28 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant 5. Audit of Financial Statements a. All payments made under the Contract are subject to audit by the Comptroller pursuant to Article V of the Suffolk County Charter. The Subrecipient further agrees that the Comptroller and the Department shall have access to and the right to examine,audit,excerpt,copy or transcribe any pertinent transactions or other records relating to services under the Contract. If such an audit discloses overpayments by the County to the Subrecipient,within thirty(30)days after the issuance of an official audit report by the Comptroller or his duly designated representatives,the Subrecipient shall repay the amount of such overpayment by check to the order of the Suffolk County Treasurer or shall submit a proposed plan of repayment to the Comptroller. If there is no response,or if satisfactory repayments are not made,the County may recoup overpayments from any amounts due or becoming due to the Subrecipient from the County under the Contract or otherwise. b. The provisions of this paragraph shall survive the expiration or termination of the Contract. 6. Financial Statements and Audit Requirements a. Notwithstanding any other reporting or certification requirements of Federal,State,or local authorities, the Subrecipient shall obtain the services of an independent licensed public accountant or certified public accountant(the"Auditor")to audit its financial statements for each Subrecipient's"fiscal year"in which the Subrecipient has received,or will receive,three hundred thousand($300,000.00)dollars or more from the County,whether under the Contract or other agreements with the County,and shall submit a report to the County on the overall financial condition and operations of the Subrecipient,including a balance sheet and statement of income and expenses,attested by the Auditor as fairly and accurately reflecting the accounting records of the Subrecipient in accordance with generally accepted accounting principles. The Subrecipient may solicit requests for proposals from a number of qualified accounting firms and review carefully the costs of,and qualifications for,this type of work before selecting the Auditor. b. The Auditor should be required to meet the following minimum requirements: i.) a current license issued by the New York State Education Department; ii.) sufficient auditing experience in the not-for-profit,governmental or profit-making areas, as applicable;and iii.) a satisfactory peer review issued within not more than three(3)years prior to the date when the Auditor was selected to conduct the audit. c. The audit must be conducted in accordance with generally accepted governmental auditing standards. Financial statements must clearly differentiate between County-funded programs and other programs that the Subrecipient may be operating. The use of subsidiary schedules should be encouraged for this purpose. The Auditor must also prepare a Management Letter based on the audit. d. In the event the Subrecipient is a not-for-profit organization or unit of local government and expends five hundred thousand($500,000.00)dollars or more of Federal monies,whether as a recipient expending awards received directly from Federal awarding agencies,or as a subrecipient expending Federal awards received from a pass-through entity,such as New York State or Suffolk County, during any fiscal year within which it receives funding under the Contract,the audit must be conducted,and the audit report ("Single Audit Report")must be,in accordance with OMB Circular No.A-133 (revised June 27,2003). Single Audit Reports must also be submitted to the designated clearinghouse,cognizant agency and/or pass-through entity,to the extent required by the OMB Circular referred to above. e. The Subrecipient must submit to the County a statement in writing,certified by its chief financial officer, which states the amount of Federal funding expended by the Subrecipient during such fiscal year. The 29 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant 5. Audit of Financial Statements a. All payments made under the Contract are subject to audit by the Comptroller pursuant to Article V of the Suffolk County Charter. The Subrecipient further agrees that the Comptroller and the Department shall have access to and the right to examine,audit,excerpt,copy or transcribe any pertinent transactions or other records relating to services under the Contract. If such an audit discloses overpayments by the County to the Subrecipient,within thirty(30)days after the issuance of an official audit report by the Comptroller or his duly designated representatives,the Subrecipient shall repay the amount of such overpayment by check to the order of the Suffolk County Treasurer or shall submit a proposed plan of repayment to the Comptroller. If there is no response,or if satisfactory repayments are not made,the County may recoup overpayments from any amounts due or becoming due to the Subrecipient from the County under the Contract or otherwise. b. The provisions of this paragraph shall survive the expiration or termination of the Contract. 6. Financial Statements and Audit Requirements a. Notwithstanding any other reporting or certification requirements of Federal,State,or local authorities, the Subrecipient shall obtain the services of an independent licensed public accountant or certified public accountant(the"Auditor")to audit its financial statements for each Subrecipient's"fiscal year"in which the Subrecipient has received,or will receive,three hundred thousand($300,000.00)dollars or more from the County,whether under the Contract or other agreements with the County,and shall submit a report to the County on the overall financial condition and operations of the Subrecipient,including a balance sheet and statement of income and expenses,attested by the Auditor as fairly and accurately reflecting the accounting records of the Subrecipient in accordance with generally accepted accounting principles. The Subrecipient may solicit requests for proposals from a number of qualified accounting firms and review carefully the costs of, and qualifications for,this type of work before selecting the Auditor. b. The Auditor should be required to meet the following minimum requirements: i.) a current license issued by the New York State Education Department; ii.) sufficient auditing experience in the not-for-profit,governmental or profit-making areas, as applicable;and iii.) a satisfactory peer review issued within not more than three(3)years prior to the date when the Auditor was selected to conduct the audit. c. The audit must be conducted in accordance with generally accepted governmental auditing standards. Financial statements must clearly differentiate between County-funded programs and other programs that the Subrecipient may be operating. The use of subsidiary schedules should be encouraged for this purpose. The Auditor must also prepare a Management Letter based on the audit. d. In the event the Subrecipient is a not-for-profit organization or unit of local government and expends five hundred thousand($500,000.00)dollars or more of Federal monies,whether as a recipient expending awards received directly from Federal awarding agencies,or as a subrecipient expending Federal awards received from a pass-through entity, such as New York State or Suffolk County,during any fiscal year within which it receives funding under the Contract,the audit must be conducted,and the audit report ("Single Audit Report")must be,in accordance with OMB Circular No.A-133 (revised June 27,2003). Single Audit Reports must also be submitted to the designated clearinghouse,cognizant agency and/or pass-through entity,to the extent required by the OMB Circular referred to above. e. The Subrecipient must submit to the County a statement in writing,certified by its chief financial officer, which states the amount of Federal funding expended by the Subrecipient during such fiscal year. The 29 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Subrecipient must mail or deliver the certified statement to the Department and to the Executive Director of Auditing Services, Suffolk County Department of Audit and Control,H.Lee Dennison Building, 100 Veterans Memorial Highway,P. 0.Box 6100,Hauppauge,New York 11788-0099,as soon as possible after the end of the Subrecipient's fiscal year. The statement must include all Federal funding received directly from the Federal government and all Federal funds passed through from the County and other pass-through entities. f. Copies of all financial statements,Management Letters, Single Audit Reports and other audit reports must be transmitted to the County and to the Executive Director of Auditing Services at the address set forth above. The reports must be submitted within thirty(30)days after completion of the audit,but in no event later than nine(9)months after the end of the Subrecipient's fiscal year,to which the audit relates. g. These requirements do not preclude the County,the Comptroller,or their authorized representatives, or Federal or State auditors from auditing all records of the Subrecipient. Therefore,the records of the Subrecipient must be made available to authorized representatives of Federal, State and County government for that purpose. h. The provisions of this paragraph shall survive the expiration or termination of the Contract. 7. Furniture,Fixtures,Equipment,Materials,Supplies a. Purchases,Rentals or Leases Requiring Prior Approval Prior to placing any order to purchase,rent or lease any furniture, fixtures,or equipment valued in excess of one thousand dollars($1,000.00)per unit for which the Subrecipient will seek reimbursement from the County,the Subrecipient shall submit to the County a written request for approval to make such a proposed purchase,rental or lease,with a list showing the quantity and description of each item, its intended location and use, estimated unit price or cost,and estimated total cost of the proposed order. Written approval of the County shall be required before the Subrecipient may proceed with such proposed purchase,rental or lease of furniture,fixtures or equipment. All items purchased must be new or like new unless specifically described otherwise in the Budget. b. Purchase Practices/Proprietary Interest of County i.) The Subrecipient shall follow the general practices that are designed to obtain furniture,fixtures, equipment,materials,or supplies at the most reasonable price or cost possible. ii.) The County reserves the right to purchase or obtain furniture,fixtures,equipment,materials, or supplies for the Subrecipient in accordance with the programmatic needs of the Contract. If the County exercises this right,the amount budgeted for the items so purchased or obtained by the County for the Subrecipient shall not be available to the Subrecipient for any purpose whatsoever. Title to any such items purchased or otherwise obtained by the County for the programs encompassed by the Contract and entrusted to the Subrecipient,shall remain in the County. iii.) The County shall retain a proprietary interest in all furniture,removable fixtures,equipment, materials, and supplies purchased or obtained by the Subrecipient and paid for or reimbursed to the Subrecipient pursuant to the terms of the Contract or any prior agreement between the parties. iv.) The Subrecipient shall attach labels indicating the County's proprietary interest or title in all such property. 30 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant c. County's Right to Take Title and Possession Upon the termination or expiration of the Contract or any renewal thereof,the discontinuance of the business of the Subrecipient,the failure of the Subrecipient to comply with the terms of the Contract,the bankruptcy of the Subrecipient,an assignment for the benefit of its creditors,or the failure of the Subrecipient to satisfy any judgment against it within thirty(30)days of filing of the judgment,the County shall have the right to take title to and possession of all furniture,removable fixtures,equipment, materials, and supplies and the same shall thereupon become the property of the County without any claim for reimbursement on the part of the Subrecipient. d. Inventory Records, Controls and Reports The Subrecipient shall maintain proper and accurate inventory records and controls for all such furniture, removable fixtures and equipment acquired pursuant to the Contract and all prior agreements between the parties, if any. Three(3)months before the expiration date of the Contract,the Subrecipient shall make a physical count of all items of furniture,removable fixtures and equipment in its custody, checking each item against the aforesaid inventory records. A report setting forth the results of such physical count shall be prepared by the Subrecipient on a form or forms designated by the County, certified and signed by an authorized official of the Subrecipient,and one(1)copy thereof shall be delivered to the County within five(5)days after the date set for the aforesaid physical count. Within five(5)days after the termination or expiration date of the Contract,the Subrecipient shall submit to the County six(6)copies of the same report updated to such date of the Contract,certified and signed by an authorized official of the Subrecipient,based on a physical count of all items of furniture,removable fixtures and equipment on the aforesaid expiration date,and revised, if necessary,to include any inventory changes during the last three (3)months of the Term. e. Protection of Property in Subrecipient's Custody The Subrecipient shall maintain vigilance and take all reasonable precautions to protect the furniture, fixtures, equipment,material or supplies in its custody against damage or loss by fire,burglary,theft, disappearance,vandalism, or misuse. In the event of burglary,theft,vandalism, or disappearance of any item of furniture,fixtures,equipment,material or supplies,the Subrecipient shall immediately notify the police and make a record thereof, including a record of the results of any investigation which may be made thereon. In the event of loss of or damage to any item of furniture,fixtures,equipment,materials, or supplies from any cause,the Subrecipient shall immediately send the County a detailed written report thereon. f. Disposition of Property in Subrecipient's Custody Upon termination of the County's funding of any of the Services covered by the Contract, or at any other time that the County may direct,the Subrecipient shall make access available and render all necessary assistance for physical removal by the County or its designee of any or all furniture,removable fixtures, equipment,materials or supplies in the Subrecipient's custody in which the County has a proprietary interest,in the same condition as such property was received by the Subrecipient,reasonable wear and tear excepted. Any disposition,settlements or adjustments connected with such property shall be in accordance with the rules and regulations of the County and the State of New York. 8. Lease or Rental Agreements If lease payments or rental costs are included in the Budget as an item of expense reimbursable by the County,the Subrecipient shall promptly submit to the County,upon request,any lease or rental agreement. If during the 31 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Term,the Subrecipient shall enter into a lease or rental agreement,or shall renew a lease or rental agreement,the Subrecipient shall,prior to the execution thereof,submit such lease or rental agreement,to the County for approval. 9. Statement of Other Contracts Prior to the execution of the Contract,the Subrecipient shall submit a Statement of Other Contracts to the County, which shall be attached as an exhibit to the Contract. If the Contract is amended during the Term,or if the County exercises its option right,the Subrecipient shall attach a then current Statement of Other Contracts. 10. Miscellaneous Fiscal Terms and Conditions a. Limit of County's Obligations The maximum amount to be paid by the County is set forth on the first page of the Contract. b. Duplicate Payment from Other Sources Payment by the County for the Services shall not duplicate payment received by the Subrecipient from any other source. c. Funding Identification The Subrecipient shall promptly submit to the County upon request,a schedule for all programs funded by the County, itemizing for each such program the sums received,their source and the total program budget. d. Outside Funding for Non-County Funded Activities Notwithstanding the foregoing provisions of the Contract,it is the intent of the County that the terms and conditions of the Contract shall not limit the Subrecipient from applying for and accepting outside grant awards or from providing additional educational activities/services which may result in the Subrecipient incurring additional costs,as long as the following conditions are met: i.) The County is not the Fund Source for the additional services; ii.) Sufficient funding is available for or can be generated by the Subrecipient to cover the cost incurred by the Subrecipient to provide these additional services;and iii.) If sufficient funding is not available or cannot be generated,the County shall not be held liable for any of the additional costs incurred by the Subrecipient in furnishing such additional services. iv.) Prior to scheduling any such additional services on County-owned property,the Subrecipient shall obtain written County approval. The Subrecipient shall,to the County's satisfaction,submit any documentation requested by the Department reflecting the change,and identify the additional services to be provided and the source of funding that shall be utilized to cover the expenditures incurred by the Subrecipient in undertaking the additional services. 32 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant e. Potential Revenue The Subrecipient shall actively seek and take reasonable steps to secure all potential funding from grants and contracts with other agencies for programs funded by the County. f. Payments Contingent upon State/Federal Funding Payments under the Contract may be subject to and contingent upon continued funding by State and/or Federal agencies. In the event payments are subject to such funding no payment shall be made until the Subrecipient submits documentation in the manner and form as shall be required by State and/or Federal agency. If late submission of claims precludes the County from claiming State or Federal reimbursement, such late claims by the Subrecipient shall not be paid by the County subject to subparagraph g.below,if, for any reason,the full amount of such funding is not made available to the County,the Contract may be terminated in whole or in part,or the amount payable to the Subrecipient may be reduced at the discretion of the County,provided that any such termination or reduction shall not apply to allowable costs incurred by the Subrecipient prior to such termination or reduction,and provided that money has been appropriated for payment of such costs. g. Denial of Aid If a State or Federal government agency is funding the Contract and fails to approve aid in reimbursement to the County for payments made hereunder by the County to the Subrecipient for expenditures made during the Term because of any act,omission or negligence on the part of the Subrecipient,then the County may deduct and withhold from any payment due to the Subrecipient an amount equal to the reimbursement denied by the state or federal government agency, and the County's obligation to the Subrecipient shall be reduced by any such amounts. In such an event,if there should be a balance due to the County after it has made a final payment to the Subrecipient under the Contract,on demand by the County,the Subrecipient shall reimburse the County for the amount of the balance due the County, payable to the Suffolk County Treasurer.The provisions of this subparagraph shall survive the expiration or termination of the Contract. h. Budget The Subrecipient expressly represents and agrees that the Budget lists all revenue,expenditures, personnel,personnel costs and/or all other relevant costs necessary to provide the Services. i. Payment of Claims Upon receipt of a Suffolk County Payment Voucher,the County,at its discretion,may pay the Subrecipient during the Term, in advance,an amount not to exceed one sixth(1/6)of the maximum amount to be paid by the County set forth on the first page of the Contract. j. Payments Limited to Actual Net Expenditures The Subrecipient agrees that if,for any reason whatsoever,the Subrecipient shall spend during the Term for the purposes set forth in the Contract an amount less than,or receive amounts more than,provided in the Budget,the total cost of the Contract shall be reduced to the net amount of actual Subrecipient expenditures made for such purposes. The total amount to be paid by the County shall not exceed the lesser of(i)actual net expenditures or(ii)the total cost of the Contract on the cover page and in the Budget. Upon termination or expiration of the Contract, if the Subrecipient's total amount of allowable 33 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant expenses is less than the total amount of the payments made during the Term,the Subrecipient shall prepare a check payable to the Suffolk County Treasurer for the difference between the two amounts and submit such payment to the County,along with the final Suffolk County Payment Voucher. k. Travel Costs Reimbursement to the Subrecipient for travel costs shall not exceed amounts allowed to County employees. 1. Attendance at Conferences All conferences that are partially or fully funded by the County that the Subrecipient's 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 and Executive Order No. 14-2007. m. Salaries The Subrecipient shall not be eligible to receive any salary reimbursement until proof of deposit or payment of all withholding and payroll taxes to the Federal/State governments has been provided to the County. n. 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. o. Subrecipient Vacancies The County shall have the right of prior approval of the Subrecipient'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 Subrecipient determination. p. 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. q. Comptroller's Rules and Regulations The Subrecipient shall comply with the"Comptroller's Rules and Regulations for Consultant's Agreements"as promulgated by the County Department of Audit and Control and any amendments thereto during the Term. The County shall provide the Subrecipient with a copy of any amendments to the"Comptroller's Rules and Regulations for Consultant Agreements"during the Term. End of Article V 34 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Article VI Federal Requirements 1. Grant Administration a. Authorization Notwithstanding any other provision of this Agreement, the Subrecipient must submit evidence and the County must certify, prior to any commitment of funds under this Agreement, that all grant responsibilities have been met and are in accordance with applicable regulations. Upon such certification, the County will give notice authorizing the Subrecipient to begin CDBG projects set forth in Article I of this Agreement. b. Supervision It is agreed that the nature and extent of the CDBG projects undertaken pursuant to this Agreement shall be subject to the general supervision of the County. The County as applicant is primarily responsible for overseeing the CDBG program. The Subrecipient agrees to comply fully with rules, regulations, criteria, guidelines and expenditure controls heretofore adopted or to be adopted by the County and Federal Governments pursuant to 24 CFR Part 85 Uniform Administrative Requirements.. 2. County-Subrecipient Relationship The relationship of the Subrecipient to the County shall be governed as expressly provided for in the Suffolk County Cooperation Agreement and this Agreement. 3. National Objectives Subrecipient certifies that the CDBG projects carried out under this Agreement meet the National Objectives as defined in 24 CFR 570.208. 4. Performance a. The Subrecipient agrees to begin work on its CDBG projects set forth in Article I of this Agreement within a reasonable time after the effective date of this Agreement and meet timely expenditure requirements. The Subrecipient will be considered to meet timely requirements if by January 151 of each year its total balance of unexpended funds from all program years does not exceed 1.5 times the Subrecipient's last annual CDBG allocation. b. Timely Expenditure Required It is critical that the Subrecipient commence work on the CDBG projects in a timely fashion. Failure to commence work and meet timely expenditure requirements may result among other things, in a reduction of the Subrecipient's CDBG funding and/or the County electing not to exercise its option to renew this Agreement. More specifically: 35 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant 1) If the Subrecipient has unexpended balances from previous years' funding, which are from four(4) or more years prior to the current program year; or 2) If the Subrecipient has a past history of not meeting timely expenditure requirements; or 3) If the Subrecipient, by January 15th of each year has a total balance of unexpended funds from all program years, which exceed 1.5 times the Subrecipient's last annual CDBG allocation,then the County may, among other things, and either singularly or in combination: a) Chose not to exercise its option(s)to renew this Agreement; b) Require the Subrecipient to submit information to the County regarding the reasons for lack of performance and actions being taken to remove the causes for delay; c) Require the Subrecipient to demonstrate to the County that the Subrecipient has the capacity to carry out CDBG projects and meet CDBG timely expenditure requirements; d) Require the Subrecipient to submit to the County progress schedules for completing CDBG projects in compliance with CDBG timely expenditure requirements; e) Issue a letter of warning to the Subrecipient advising that more serious sanctions will be taken if the deficiency is not corrected or is repeated; fj Require the Subrecipient to suspend, discontinue or not incur costs for CDBG projects; g) Condition or reduce the Subrecipient's allocation of CDBG funds in the succeeding year; and h) Reduce the Subrecipient's allocation of CDBG funds in the current year by one-hundred percent (100%) of the total balance of unexpended funds, from all program years, which exceed 1.5 times the Subrecipient's last annual CDBG allocation. 5. Citizen Participation The Subrecipient agrees to provide citizens with adequate information concerning the amount of funds available for proposed CDBG projects, the range of eligible activities, and other important program requirements. The Subrecipient also agrees to provide citizens with adequate opportunities to articulate needs, express preferences about proposed activities, assist in the selection of priorities, and otherwise assist and participate in the development of the federal Housing and Community Development Program. Pursuant to this requirement, each Subrecipient shall hold at least one public hearing during the annual application preparation period, prior to the submission to HUD. The County shall also hold at least one pre-submission public hearing. 6. Flood Disaster Protection This Agreement is subject to Section 202(a) of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4106) which provides that no Federal officer or agency shall approve any financial assistance for acquisition or construction purposes (as defined under Section 3(a) of said Act (42 U.S.C. 400(a)), one year after a community has been formally notified of its identification as a community containing an area of special flood hazard, for use in any area that has been identified by the Director of the Federal Emergency Management Agency as an area having special flood hazards unless the community in which such area is situated is then participating in the National Insurance Program. Notwithstanding the date of HUD approval of the County's annual action plan, funds provided under this part shall not be expended for acquisition or construction purposes in an area that has been identified by the Federal 36 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Emergency Management Agency ("FEMA") as having special flood hazards unless the community in which the area is situated is participating in the National Flood Insurance Program in accordance with 44 CFR Parts 59-79, or less than a year has passed since FEMA notification to the community regarding such hazards; and flood insurance is obtained in accordance with Section 102(a) of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001). Any contract or agreement for the sale, lease or other transfer of land acquired, cleared or improved with assistance provided under this Agreement shall contain, if such land is located in an area identified by the Federal Government as having special flood hazards and in which the sale of flood insurance has been made available under the Flood Insurance Act of 1968, as amended, 42 USC 4001, et. seq., provisions obligating the transferee and its successors or assigns to obtain and maintain, during the ownership of such land, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under Section 102(a) of the Flood Disaster Protection Act of 1973. Such provisions shall be required, notwithstanding the fact that the construction on such land is not itself funded with assistance provided under this Agreement. 7. Equal Employment Opportunity and Affirmative Action a. Equal Opportunity: In carrying out the CDBG projects, the Subrecipient shall ensure that no person, on the grounds of race, color, creed, ancestry, disability or other handicap, age, marital/familial status, military status, national origin, sexual orientation, religion or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with CDBG funds. The Subrecipient shall take affirmative action to insure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, creed, ancestry, disability or other handicap, marital/familial status, military status, religion, sex, sexual orientation, age or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Subrecipient shall post in conspicuous places, available to employees and applicants to employment, notices to be provided by the Federal Government setting forth the provisions of this non-discrimination clause. The Subrecipient shall state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, age, creed, ancestry, disability or other _handicap, marital/familial status, military status, or national origin. The Subrecipient shall incorporate the foregoing requirements of this Subparagraph an in all of its contracts for program work, except contracts governed by Subparagraph b of this Paragraph, and will require all of its Subrecipients for such work to incorporate such requirements in all subcontracts for program work. The Subrecipient shall have its own Affirmative Action Plan which meets Federal requirements on file with the County Community Development Office and approved by HUD or be bound by a Consortium-wide Affirmative Action Plan developed by the County and applicable to local 37 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant personnel funded with Community Development Block Grant funds. The County Community Development Director shall be designated as the Consortium's Affirmative Action Officer. Separate community development agencies,will be required to develop and implement their own Affirmative Action Plan, unless such a plan has already been developed and approved by HUD. Individual agency plans must be submitted to HUD for its review and approval. If the Plan is not acceptable to the County or HUD, the community development agency will be required to submit a revised Plan(s), until approved by HUD. All employees of the Subrecipient paid with CDBG funds must meet all New York State Civil Service Requirements for employment; however, this provision shall not apply to any Community Development Agency or its employees. b. Contracts Subject to Executive Order 11246, as amended, shall be subject to HUD Equal Employment Opportunity regulations at 24 CFR Part 130 applicable to HUD-assisted construction contracts. c. The Subrecipient shall cause or require to be inserted in full in any non-exempt contract and subcontract for construction work, or modification thereof, as defined in said regulations, which is paid for in whole or part with assistance provided under this Agreement, the following equal opportunity clause: "During the performance of this Agreement,the Subrecipient agrees as follows: 1) The Subrecipient will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, creed, ancestry, disability or other handicap or marital/familial status or national origin. The Subrecipient will take affirmative action to ensure that applicants are employed, and the employees are treated during employment, free from such discrimination. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Subrecipient agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this non-discrimination clause. 2) The Subrecipient will, in all solicitations for advertisements for employees placed by or on behalf of the Subrecipient; state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age, creed, ancestry, disability or other handicap or marital/familial status or national origin. 3) The Subrecipient will send to each labor union or representative of workers with which he has a collective bargaining Contract or other contract or understanding, a notice to be provided by the contract Compliance Officer advising the said labor union or workers representatives of the Subrecipient's commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Subrecipient will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules,regulations, and relevant orders of the Secretary of Labor. 38 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant 5) The Subrecipient will furnish all information and reports required by Executive Order 11246 of September 24, 1965; 24 CFR 570.603; and 24 CFR 570.607; and by the rules, regulations, and orders of the Secretaries of Labor and Housing and Urban Development, or pursuant thereto, and will permit access to his books, records and accounts by the Federal Government and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations and orders. 6) In the event of the Subrecipient's non-compliance with the non-discrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the Subrecipient may be declared ineligible for further Government contracts or Federally assisted construction contract procedures authorized in Executive Order 11246 or September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7) The Subrecipient will include the portion of the sentence immediately preceding Paragraph 1 through 7 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issues pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subrecipient or vendor. The Subrecipient will take such action with respect to any subcontract or purchase order as the Federal Government may direct as a means of enforcing such provisions, including sanctions for non-compliance; providing, however, that in the event a Subrecipient becomes involved in, or is threatened with, litigation with a sub-contractor or vendor as a "result of such direction of the Federal government, the Subrecipient may request the United States to enter into such litigation to protect the interest of the United States." d. The Subrecipient further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in Federally-assisted construction work; provided, however, that if the Subrecipient so participating is a state or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. e. The Subrecipient agrees that it will assist and cooperate actively with the Federal Government and the Secretary of Labor in obtaining the compliance of Subrecipients and subcontractors with the equal opportunity clause and the rules, regulation, and relevant orders of the Secretary of Labor; that it will furnish the Department and the Secretary of Labor such information as they may require for the supervision of such compliance and that it will otherwise assist the Federal Government in the discharge of its primary responsibility for securing compliance. f. The Subrecipient further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and Federally-assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause by any Government Subrecipient in accordance with procedures established by the Secretary of Labor pursuant to Part II, Subpart D, of the Executive Order. In addition, the Subrecipient agrees that if it fails or refuses to comply with these undertakings, the Federal Government may take any or all of the following actions: cancel, terminate, or suspend 39 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant in whole or in part the grant or loan guarantees; refrain from extending any further assistance to the Subrecipient under the program with respect to which the failure or refusal occurred until the satisfactory assurance of future compliance has been received from such Subrecipient, and refer the case to the Department of Justice for appropriate legal proceedings. 8. Compliance with Section 3 of the Housing and Urban Development Act The Subrecipient shall comply with Section 3 of the Housing and Urban Development Act of 1968 as same may be amended from time to time. In planning and carrying out CDBG projects, the Subrecipient shall ensure, to the greatest extent feasible, that opportunities for training and employment be given to lower income persons residing within the boundaries of the Suffolk County Consortium and that, also to the extent feasible and consistent with state and federal laws, contracts for work on CDBG projects be awarded to eligible business concerns which are located in or owned in substantial part by persons residing within the boundaries of the Suffolk County Consortium. The Subrecipient shall cause or require to be inserted in full, in all contracts and subcontracts for work financed in whole or in part with assistance provided under this Agreement, the Section 3 clause set forth in 24 CFR 135.20(b). The Subrecipient shall provide such copies of 24 CFR Part 135 as may be necessary for the information of parties to contracts required to contain the Section 3 clause. 9. Minority Business and Women's Business Enterprise The Subrecipient must comply with Executive Orders 11625 and 12432 and,to the extent permissible by law, make good faith efforts to encourage the use of minority and women's business enterprise in connection with CDBG funded activities. The Subrecipient, to extent permissible by law, shall ensure the inclusion of minorities and women, and entities owned by minorities and women, including, without limitation, real estate firms, construction firms, appraisal firms, management firms, financial institutions, investment banking firms, underwriters, accountants, and providers of legal services, in all contracts entered into with such persons or entities, public and private, in order to facilitate the activities of the CDBG programs. 10.Lead Based Paint Hazards The construction or rehabilitation of residential structures with assistance provided under this Agreement is subject to the requirements of 24 CFR Part 35, subparts A, B and R and subparts C through M, as may be amended, when applicable. Any rehabilitation or acquisition of residential structures by the Subrecipient with assistance provided under this Agreement shall be made subject to Lead-Based Paint Poisoning Prevention, and the Subrecipient shall be responsible for notifications, certified hazard evaluations, certified hazard reduction, and certified safe construction work places, certified clearances and record keeping. 11. Fire Prevention and Control Act 40 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Housing assistance provided in the form of a grant, contract, loan guarantee, cooperative agreement, interest subsidy, interest or direct appropriation under this Contract is subject to the provisions of the Fire Administration Authorization Act of 1992 (Pub. L. 102-522), as may be amended. The Subrecipient shall be required to comply with applicable fire protection and safety standards. 12. Federal Labor Standards Provisions The Subrecipient agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act(40 U.S.C. 327 et seq), as may be amended, and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Subrecipient agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.), as it may be amended and the implementing regulations of the U.S. Department of Labor at 29 CFR Part 5, as may be amended. The Subrecipient shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the Department for review upon request. The Subrecipient agrees that, except with respect to the rehabilitation or construction of residential , property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7, as may be amended, governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Subrecipient of its obligation, if any, to require payment of the higher wage. The Subrecipient shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 13. Compliance With Air and Water Acts: This Agreement is subject to the requirements of the Clean Air Act, as amended, 42 USC 1857, et. seq.; the Federal Water Pollution Control Act, as amended, 33 USC 1251, et. seq.; and the regulations of the Environmental Protection Agency("EPA")with respect thereto, at 40 CFR 15, as may be amended from time to time. In compliance with said regulations, the Subrecipient shall cause or require to be inserted in full in all contracts and subcontracts with respect to any non-exempt transaction thereunder funded with assistance provided under this Agreement,the following requirements: a. A stipulation by the Subrecipient or subcontractors that any facility to be utilized in the performance of any non-exempt contract or subcontract is not listed on the List of Violating Facilities issued by the EPA pursuant to 40 CFR 15.20. b. Agreements by the Subrecipient to comply with all their requirements of Section 114 of the Clean Air Act, as amended (42 USC 1857c-8) and Section 308 of the Federal Water Pollution Control Act, as amended (42 USC 1857c-8) and Section 308 of the Federal Water Pollution 41 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Control Act, as amended (33 USC 1318), relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder. c. A stipulation that as a condition for the award of the contract, prompt notice will be given of any notification received from the Director, Office of Federal Activities, EPA, indicating that a facility utilized or to be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities. d. Agreement by the Subrecipient that he will include or cause to be included the criteria and requirements in subparagraphs a through d of this Paragraph in every non-exempt subcontract and requiring that the Subrecipient will take such action as the Federal Government may direct as a means of enforcing such provisions. In no event shall any amount of the assistance provided under this Agreement be utilized with respect to a facility which has given rise to a conviction under Section 113(c)(1) of the Clean Air Act or Section 209(c) of the Federal Water Pollution Control Act, as may be amended. 14.Relocation Assistance and Acquisition of Real Property The Subrecipient shall provide fair and reasonable relocation payments and assistance in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended and the government-wide URA regulations at 49 CFR Part 24, to or for families, individuals, partnerships, corporation, or associations displaced as a result of any acquisition of real property for an activity assisted under the program. The Subrecipient shall inform potential displaced persons of the benefits, policies and procedures provided for under HUD regulations. The Subrecipient shall carry out the relocation process in such a manner as to provide such displaced persons with uniform and consistent services, including any services required to insure that the relocation process does not result in different or separate treatment to such displaced persons on account of their race, color, religion, national origin, age, sex, or source of income. In acquiring real property, the Subrecipient should be guided by the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended and the government-wide URA regulations at 49 CFR Part 24. 15. Consolidated Plan The Subrecipient, as party to the Community Development Program, and as a participant in the Suffolk County Consortium, acknowledges that it is contractually and otherwise legally bound per prior resolution of its governing body to use its best efforts to ensure the carrying out of the goals of the Consolidated Plan approved by HUD. The Subrecipient shall also be contractually and legally bound to use its best efforts to ensure the carrying out of the Consolidated Plan which is currently in effect. 42 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant 16. Displacement This Agreement is subject to laws and regulations which require the implementation of a policy to minimize the displacement of persons from their homes and neighborhoods and to mitigate adverse effects of such displacement on low and moderate income persons. In accordance, the Subrecipient shall follow the Suffolk County Community Development Consortium Policy and Procedures, as may be amended from time to time, on Displacement when implementing CDBG projects. 17.Books and Records of Accounting The Subrecipient agrees that it shall keep and maintain separate books of account and records concerning all costs incurred in the performance of this Agreement, and that it shall have available for audit and inspection by the County or by authorized representatives of HUD, all the Subrecipient's facilities, books and other financial and statistical data, whether related to the CDBG projects or otherwise. The Subrecipient agrees to maintain or submit to the County, as individually required,the following data or documents, or information to complete the following documents: a. Project Description Forms b. Environmental Survey c. Demographic Survey d. Budget Modifications e. HUD/EEO-4 Employment Data Form f. Minority Business Enterprise Report g. Other data as may be required by HUD 18. Program Income The County shall assign program income generated by the Subrecipient for the purpose of carrying out eligible CDBG activities. All provisions of this Agreement shall apply to the use of program income assigned to the Subrecipient by the County. The Subrecipient shall inform the County of all income generated by the expenditure of CDBG funds received by the Subrecipient and to substantially disburse assigned program income for eligible Community Development Activities before additional cash withdrawals are made by the County from the U.S. Treasury for the same activity. The County will require at the end of the program year, the remittance by the Subrecipient of all or part of any program income balances (including investments thereof) held by the Subrecipient (except those needed for immediate cash needs, cash balances of a revolving loan fund, cash balances from a lump sum drawdown, or cash or investments held for Section 108 security needs). If a Subrecipient withdraws from the Suffolk County Consortium prior to the expiration of the Cooperation Agreement between the Subrecipient and the County, all program income received and not 43 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant expended in accordance with this Agreement shall be due and payable to the County and the County may terminate this Agreement as set forth in Paragraph 2, Article 3, entitled"Termination." 19. Real Property Real property acquired or improved in whole or in part using Community Development funds that is within the control of the Subrecipient shall require the following actions: a. The timely notification of the County by the Subrecipient of any modification or change in the use of the real property from that planned at the time of acquisition or improvement including disposition; b. Reimbursement of the County in an amount equal to the current fair market value (less any portion thereof attributable to expenditures of non-Community Development funds) of property acquired or improved with Community Development funds that is sold or transferred for a use which does not qualify under the Community Development regulations; and c. Return of program income to the County generated from the disposition or transfer of property prior to or subsequent to the close-out, change of status or termination of the Cooperation Agreement between the County and the Subrecipient. 20.Reversion of Assets Any real property under the Subrecipient's control that was acquired or improved in whole or in part with CDBG funds in excess of$25,000 shall be either: a. Used to meet one of the national objectives in 24 CFR Part 570 until five (5) years after expiration of this Agreement or termination of the Cooperation Agreement, or such longer period of time as determined appropriate by the County; or b. Disposed of in a manner which results in the County being reimbursed in the amount of the current fair market value of the property less any portion thereof attributable to expenditures of non-CDBG funds for acquisition of, or improvement to,the property. 21. Procurement of Equipment,Supplies and Materials The procurement of equipment, services, materials and supplies shall be undertaken in accordance with the requirements of 24 CFR 85, "Administrative Requirements for Grants and Cooperative Agreements to Local Governments,"as may be amended. The Subrecipient shall maintain an inventory of non-expendable personal property in accordance with 24 CFR 85 and title to all the materials, appliances, and tools, purchased with funds provided under this Agreement, shall vest in the Subrecipient and shall be used, managed and disposed of in accordance with 24 CFR Part 85. 44 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant 22. Use of Federal Funds for Lobbying No Federal appropriated funds have been paid or will be paid, by or on behalf of the Subrecipient,to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or,cooperative Contract, the Subrecipient shall complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. The Subrecipient shall require that the language of this certification be included in the award for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose same accordingly. 23.Political Activities The Subrecipient shall be governed by the provisions of the Hatch Act(5 USC 1501, et. seq.), as may be amended, regarding employees'political participation. 24. Funding Identification The Subrecipient shall keep the County apprised of any grants or sources of funding received for the Program as and may retain any such funding that results in enhancement of services and does not duplicate funding for the program covered by this Agreement. If the program covered by this is funded in whole or in part by other governmental agencies, it is agreed that the funding by the County under this Agreement shall be reduced or refunded to the County to the extent that such other funding duplicates funding for the program covered by this Agreement. 25. Offset of Arrears or Default The Subrecipient warrants that it is not, and shall not be during the term of this Agreement, in arrears to the County for taxes or upon debt or contract and is not, and shall not be during the term of this Agreement, in default as surety, Subrecipient or otherwise on any obligation to the County, and the Subrecipient agrees that the County may withhold the amount of any such arrearage or default from amounts payable to the Subrecipient under this Agreement. 26. Federal Uniform Administrative Requirements The Subrecipient is required to comply with the Federal Uniform Administrative Standards attached hereto as Exhibit 8 and incorporated by reference. 27. Force Majeure 45 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Neither party shall be held responsible for any delay or failure in performance hereunder to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, civil or military authority, act of God, act or omission of carriers, power failure or similar causes beyond its control ("force majeure conditions"). If any force majeure condition occurs, the party delayed or unable to perform shall give immediate notice to the other party. End of Article VI 46 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Article VII ENVIRONMENTAL REQUIREMENTS CONDITIONAL APPROVALS ON USE OF FUNDS TOWN OF 50 CJL`1t401 D 2015 1. Environmental Review Process a. Prior to obtaining a release of funds from HUD ("Release of Funds") for the Subrecipient's CDBG projects as set forth in Paragraph 3, Article I of this Agreement, entitled "Project Descriptions," the Department must conduct an environmental review as set-forth in Part 58 of Title 24 of the Code of Federal Regulations, as may be amended, for each of the CDBG projects contemplated by this Agreement. b. In order for the Department to conduct this environmental review,the Subrecipient must: 1) Provide the Department with all available project and environmental information on each CDBG project contemplated by this Agreement; 2) Assist the Department in preparing an Environmental Assessment("EA")to submit to HUD; 3) Assist the Department in preparing an Environmental Impact Statement ("EIS") to submit to HUD; and 4) Refrain from undertaking any physical activities or choice limiting actions until HUD (or the State, if applicable) has approved the release of funds for the CDBG projects. c. Exempt or Categorically Excluded Projects 1) The Department may determine that some or all of the activities related to the CDBG projects contemplated by this Agreement are exempt pursuant to 24 CFR 58.34. In such an instance, the County will advise the Subrecipient, in writing, that it may commit funds for these activities as soon as programmatic authorization is received. 2) The Department may also determine that that some or all of the activities related to the CDBG projects contemplated by this Agreement are categorically excluded pursuant to 24 CFR 58.35, and therefore no EA or EIS will be required. In such an instance, the Department will advise the Subrecipient, in writing, of its determination, in order that the Subrecipient may commit funds for these activities. d. Before any CDBG funds may be obligated or utilized,the Subrecipient must receive: 1) A written determination of exemption from the Department; or 2) A written determination that the CDBG project is categorically excluded; or 3) A HUD Release of Funds and a certification from the Department. End of Article VII 47 of 57 pages Law No. IFMS No. Town of Southold/Community Development Block Grant Exhibits Exhibit 1 Public Disclosure (Department to Indicate Exempt X or Non-Exempt ) ' Exhibit 2 Union Certification (Department to Indicate Exempt X or Non-Exempt ) Exhibit 3 Lawful Hiring Exhibit 4 Certification Regarding Lobbying Exhibit 5 Suffolk County Payment Voucher Exhibit 6 County of Suffolk Consultant's Expense Summary Exhibit 7 County of Suffolk Consultant's Time Summary Exhibit 8 Federal Uniform Administrative Standards 48 of 57 pages Exhibit 1 INTENTIONALLY NOT INCLUDED NOT APPLICABLE (EXEMPT) 49 of 57 pages Exhibit 2 -00'N Steven Bellone Frank Nardelli Suffolk County Executive Commissioner SUFFOLK COUNTY DEPARTMENT OF LABOR, LICENSING &CONSUMER AFFAIRS UNION ORGANIZING CERTIFICATION/DECLARATION-SUBJECT TO AUDIT If the following definition of"County Contractor"(Union Oraanizinc Law Chapter 803)applies to the contractor's/beneficiary's business or transaction with Suffolk County,the contractor/beneficiary must complete Sections I,IIT,and IV below. If the following definitions do not apply,the contractor/beneficiary must complete Sections II,III and IV below. Completed forms must be submitted to the awarding agency. County Contractor:"Any employer that receives more than$50,000 in County funds for supplying goods or services pursuant to a written contract with the County of Suffolk or any of its agencies;pursuant to a Suffolk County grant,pursuant to a Suffolk County program; pursuant to a Suffolk County reimbursement for services provided in any calendar year:or pursuant to a subcontract with any of the above." Section I - The Union Organizing Law applies to this contract.Uwe hereby agree to comply with all the provisions of Suffolk County Local Law No.26-2003,the Suffolk County Union Organizing Law(the law)and,as to the goods and/or services that are the subject of the contract with the County of Suffolk shall not use County funds to assist,promote, or deter union Check if organizing(Chapter 803-3),nor seek reimbursement from the County for costs incurred to assist,promote,or deter union Applicable organizing. Uwe further agree to take all action necessary to ensure that County funds are not used to assist,promote,or deter union organizing. I/we further agree that Uwe will not use County property to hold meetings to assist,promote,or deter union organizing. Uwe further agree that if any expenditures or costs incurred to assist,promote,or deter union organizing are made, [Ave shall maintain records sufficient to show that no County funds were used forthose expenditures and,as applicable,that no reimbursement from County funds has been sought for such costs. IAve agree that such records shall be made available to the pertinent County agency or authority,the County Comptroller,or the County Department of Law upon request. Uwe further affirm to the following as to the goods and/or services that are the subject of the contract with the County of Suffolk: • Uwe will not express to employees any false or misleading information that is intended to influence the determination of employee preferences regarding union representation; • i/we will not coerce or intimidate employees,explicitly or implicitly,in selecting or not selecting a bargaining representative; • 1./we will not require an employee,individually or in a group,to attend a meeting-or an event that is intended to - - ------ influence his or her decision in selecting or not selecting a bargaining representative; • I/we understand my/our obligation to limit disruptions caused by pre-recognition labor disputes through the adoption of non-confrontational procedures for the resolution ofpre-recognition labor disputes 11%ith employees engaged in the production of goods or the rendering of services for the County;and • Uwe have or will adopt any or all of the above-referenced procedures,or their functional equivalent,to ensure the efficient,timely,and quality provision of goods and services to the County. I/we shall include a list of said procedures in such certification. Sectio II L The Union OrganizingjLaw does not apply to this contract for the following reason(s): Ill 14 -Ya rel- Check if Vic I - ictt F �rt ' .151/ AO 0 • Applicable V 50 of 57 pages Section III 1 Contractor Name: 1-0 tl A j ►� h 6 e 4.07A-fh D I Cl Federal Employer Ink: ( Hp CO I q 3q Contractor Addiess: 010 5 0/1411 'I le-pciell Amount of Assistance:it q I j II 4t. DO ffk1-'h o I d) 14 � I 171 Vendor#: Contractor Phone n: CQ� I - -71, - s 19 l p . 1 ,/ p Description of project or service: (�15 Crmbk r J1 fly b.I�/z ID e l- Aari j IGi Section IV In the event any part of the Union Organizing Law. Chapter 466 of the Laws of Suffolk County,is found by a court of competent jurisdiction to be preempted by federal and/or state law,this certification/declatation shall be void ab untie. - Section`' I declare under pe lty of perjury under the Laws of the State of New York that the undersigned is authorized to provide this certification. and that the abo is true< coirect. Authorized enatttre Date 10)/413 A- . tt'A'y',.tI1 Print Name and Title of Authorized Representative • • 51 of 57 pages Exhibit 3 SUFFOLK COUNTY DEPARTMENT OF LABOR NOTICE OF NON-APPLICABILITY FOR COMPLIANCE WITH FEDERAL LAW (8 U.S.C.SECTION 1324A) WITH RESPECT TO LAWFUL HIRING OF EMPLOYEES Suffolk County Code,Chapter 353 (2006) To Be Completed By Awarding Agency The Lawful Hiring of Employees Law does not apply to the covered employer,contractor or sub- contractor,listed below. Please check the appropriate box to indicate the basis for non-applicability. Contractor Name. - Federal Employer ID# Contractor Address: Contractor Phone#: Description of project or service: 1) El Recipients of compensation from the County,through anygrant,loan, subsidy,agreement,lease or other financial compensation agreement issued by the County or awarding agency,where such compensation is NOT one hundred percent(100%)funded by the County. 2) ❑ This law shall not apply to the subcontractors of not-for-profit corporations. Authorized County Signature Date Jill Rosen-Nikoloff, Director of Real Estate Print Name and Title of Authorized County Representative LHE-6 (08/12) 52 of 57 pages Exhibit 4 Certification Regarding Lobbying for Contract,Grants, Loans and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief,that: 1. No State or Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence legislation or appropriation actions pending before local,State and Federal executive and/or legislative bodies in connection with the awarding of any contract, the making of any grant,the making of any loan the entering into of any cooperative agreement, and the extension, continuation, renewal,amendment,or modification of any contract,grant,loan,or cooperative agreement. 2. If any funds other than State or Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence legislation or appropriation actions pending before local, State and,Federal executive and/or legislative bodies in connection with this contract,grant, loan or cooperative agreement, the undersigned shalt complete and submit Standard Form LLL, "Disclosure Form to Report Lobbying",in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants, and contracts under grants,loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31, U.S. Code. Failure to fife the required certification shall be subject to civil penalty by the Federal government of not less than$10,000 and not more than$100,000 for each such failure. Provider: -room e yfi1' ±h o I d Agreement Number: Sign: C,rtt.1 ' Name: yca A- • 64 17her l Title: r cpt 1(✓ �a r Date: //0//31/5 53 of 57 pages • Exhibit 5 SUFFOLK COUNTY PAYMENT VOUCHER Dept.: Contact Payment Voucher# Responsible Agency Entered,By.Oate Dept.Address 04530611 SI Ie check,(YIN).,_ Vendor Code(Tax ID) Aceosinhug Period(mdif3); Biideet F,•Y,(yyyy)', Document Total,(Include Cents) < • Vendor Name&Mailing Addrrn Vendor Remit Address(if different) Ln Reference Document Corn Invoice Fund Dep.( Unit Sub Arty Obj Sub Rept Capital (02) Ln S - Number(12)(rt(3) (3) (3) (4) Unit (4) (4) Obj(2) Cat(4) Project 4 Cd(3)Number(11)Ln(2) (3) (2) '(8) Rev(4) BS Acct(4) Description(17) Amount(Include Cents) VD P/F 01 02 f 03 04 • 05 • Additional Comments DEPARTMENT CERTIFICATION: i hereby certify that the matcriaLs,above PAYEE CERTIFICATION: I certify that the above expenditures arc just. specified have been received by ren:in good condition without substitution.The true and correct:that no part thereof has been paid except as stated:that-the service properly performed and that the quantities thereof have been verified • balance is actually due and owing;that taxes from which the County he with the exceptions of discrepancies noted and payment i.approved. exempt arc excluded and that I have read and am familiar wrthuthe provisions of Local Law 32-1980 as detailed in the payee instruction section of this voucher. SIGNED DATE TITLE PAYEE'S SIGNATURE TITLE NAME OF COMPANY Form PV Original: Audit&Control Copy: Depertiitent Accounting 38.0105 4112 54 of 57 pages Exhibit 6 COUNTY OF SUFFOLK COUNNSUCTANT'S EXPENSE SUM t4RY DEPARTMENT OF AUDIT&CONTROL-FORM A&C 109 CONSULTANT'S NAME PERIOD BEGD N]NO PERIOD ENDING 1 2 3 4 5 I. 7 8 9 10 11 12 13 14 `1S 16 AMOUNT Expenditure Items 17 18 l9 20 21 t F23 1.4 25 26 27 28 29 30 31 — DUE Air,Rail or Bus Transportation Auto Rental or Mileage (Attach Schedule) . Tolls and Pulsing Fees Taxi or Limousine Attach Schedule) fealfTips t od iTips elephone and Telegraph faterials or Supplies 'pant Other Supporting Services Attach Schedule) All expenditures should becovered byrecciptedbi0sandorvalid explanatioo. TOTAL REIMBURSABLE CONSULTAATTIME: Noes say mhos of materials,mks,equipment or seMees should be averted by summaries showing vendor,description,mil coat andpmpose. AUTHORIZED SIGNATURE • 55 of 57 pages Exhibit 7 COUNTY OP SUFFOLK COU1rSULTANT STIMESUMMARY DEPARTMENT OP AUDIT&CONTROL—POM A&C 108 CONSULTANT'S NAME PERIOD BEGINNING PERIOD SING 1 2 3 4 5 6 7 8 9 10 11 12 13 !4 15 16 TOTAL TE 'TOTAL ameofStaff Meinber 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 HOURS ERHR DISE i I . I S TOTAL REIMBURSABLE CONSULTANT TIME: AUTHORIZED SIGNATURE 56 of 57 pages Exhibit 8 Code of Federal Regulations Title 24 -Housing and Urban Development Volume: 3 Date: 2011-04-01 Original Date: 2010-04-01 Title: Section 570.502-Applicability of uniform administrative requirements. Context:Title 24-Housing and Urban Development. Subtitle B-Regulations Relating to Housing and Urban Development(Continued).CHAPTER V-OFFICE OF ASSISTANT SECRETARY FOR COMMUNITY PLANNING AND DEVELOPMENT,DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT. SUBCHAPTER C- COMMUNITY FACILITIES. PART 570-COMMUNITY DEVELOPMENT BLOCK GRANTS. Subpart J-Grant Administration. §570.502 Applicability of uniform administrative requirements. (a)Recipients and subrecipients that are governmental entities(including public agencies)shall comply with the requirements and standards of OMB Circular No.A-87,"Cost Principles for State,Local,and Indian Tribal Governments"; OMB Circular A-128,"Audits of State and Local Governments"(implemented at 24 CFR part 44); and with the following sections of 24 CFR part 85"Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments"or the related CDBG provision,as specified in this paragraph: (1) Section 85.3,"Definitions"; (2) Section 85.6, "Exceptions"; (3) Section 85.12,"Special grant or subgrant conditions for`high-risk' grantees"; (4) Section 85.20,"Standards for financial management systems,"except paragraph(a); (5) Section 85.21,"Payment,"except as modified by§ 570.513; (6) Section 85.22,"Allowable costs"; (7) Section 85.26,"Non-federal audits"; (8)Section 85.32,"Equipment,"except in all cases in which the equipment is sold,the proceeds shall be program income; (9) Section 85.33,"Supplies"; (10)Section 85.34,"Copyrights"; (11) Section 85.35,"Subawards to debarred and suspended parties"; (12) Section 85.36,"Procurement,"except paragraph(a); (13) Section 85.37,"Subgrants"; (14) Section 85.40,"Monitoring&reporting program performance,"except paragraphs(b)through(d)and paragraph(f); (15) Section 85.41,"Financial reporting,"except paragraphs(a),(b),and(e); (16)Section 85.42,"Retention and access requirements for records,"except that the period shall be four years; (17) Section 85.43,"Enforcement"; (18) Section 85.44,"Termination for convenience"; (19) Section 85.51 "Later disallowances and adjustments"and (20) Section 85.52,"Collection of amounts due." [53 FR 8058,Mar. 11, 1988,as amended at 60 FR 1916,Jan. 5, 1995;60 FR 56915,Nov. 9, 1995] 57 of 57 pages