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HomeMy WebLinkAboutSCCD - Community Development Block Grant RESOLUTION 2016-1092 ADOPTED DOC ID: 12568 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-1092 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 6, 2016: 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 2016 Community Development Block Grant Program in the amount of $30,000, fully funded by the Department of Housing and Urban Development (HUD), subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED \[UNANIMOUS\] MOVER: Louisa P. Evans, Justice SECONDER: Robert Ghosio, Councilman AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell 16-MLWA-0300;Law No.20-ED-008 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. 523-2016 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 November 3, 2016 through November 2, 2018 and shall include two (2) one -year options to renew as provided in Paragraph 5 of Article 1, "Term; Options for Renewal,"unless sooner terminated as provided for herein. Total Cost of Agreement: Shall not exceed$30,000.00,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 latest written below Town of Southold ,�,�} COUNTY O UFFOLK By: / By: Scott A.Russell Dennis Nt Cohen Supervisor Chief Deputy County Executive Fed.Tax ID#11-6001939 ` Date: All 01,20 Date: 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 fffom evelop §A5-8 of Article V of the Suffolk County Code, and that the Town of Office of Cnity D ;� Southold meall req ' ents to qualify for exe pt n thereunder. By: Amy Keyes Date A% Gov_ernm t Liaison Offic r el Scott A.Russell �����j,� � -PbIa '-`� j Date: Approved as tom l Dennis M.Brown,Suffolk County lAlttorn By: 0,;4 Z &EW Michael J.Petre Assistant Count y�ltey Date: 0043123 ���� E�[ Page 1 of 52 16-MLWA-0300; Law No.20-ED-008 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; Options for Renewal Article H 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 52 16-MLWA-0300;Law No.20-ED-008 IFMS No. Town of Southold/Community Development Block Grant 24.Notice 25.Federal 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's/Vendor'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 52 16-MLWA-0300;Law No.20-ED-008 IFMS No. Town of Southold/Community Development Block Grant T. - Payments Contingent upon State/Federal-Funding- g. unding g. Denial of Aid h. Budget i. Payment of Claims j. Payments Limited to Actual Net Expenditures k. Travel, Conference, and Meeting Attendance: SOP A-07 Amendment 1 1. Salaries in. Salary Increases n. Subrecipient Vacancies o. No Limitation on Rights p. 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 52 16-MLWA-0300;Law No.20-ED-008 IFMS No. Town of Southold/Community Development Block Grant Exhibits Exhibit 1 Suffolk County Payment Voucher Exhibit 2 County of Suffolk Consultant's Expense Summary Exhibit 3 County of Suffolk Consultant's Time Summary Exhibit 4 Federal Uniform Administrative Standards Exhibit 5 Required Comptroller Documentation for All Subrecipient Contracts Page 5 of 52 y � 16-MLWA-0300;Law No.20-ED-008 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 A eg_ncX- 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.; L 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 52 0 d 16-MLWA-0300; Law No.20-ED-008 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. Recreation Center Improvements—Project No. 100102-03E-16—Rehabilitation of the interior of the building, new flooring, tables and chairs. The recreation center provides programs for youth, elderly, handicapped and the general population. In addition, the Southold Recreation Center is used as a Town Emergency Shelter during storm events. b. Maureen's Haven - Southold— Project No. 105801-05-16- This program works with local churches to provide emergency homeless shelter and food to area residents experiencing homelessness. c. Community Action Southold Town (CAST) — Project No. 105701-05-16 — CAST provides emergency food, school supplies, furniture and clothing for low-income families. 4. Budget The total cost of this Agreement shall not exceed $30,000.00. The individual CDBG projects contemplated by this Agreement are not to exceed the budgeted amounts set forth below. PROJECT PROJECT NUMBER BUDGET a. Recreation Center Improvements 100102-03E-16 $ 20,000.00 b. Maureen's Haven- Southold 105801-05-16 5;000.00 C. Community Action Southold Town(CAST) 105701-05-16 5,000.00 Total CDBG amount: $ 30,000.00 5. Teruo 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 November 3, 2018 unless the County notifies the Subrecipient, in writing, by May 3, 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." Page 7 of 52 16-MLWA-0300;Law No.20-ED-008 IFMS No. Town of Southold/Community Development Block Grant 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 November 3, 2019 unless the County notifies the Subrecipient, in writing, by May 3, 2019 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 52 16-MLWA-0300; Law No.20-ED-008 IFMS No: Town of Southold/Community Development Block Grant Article H respectively. Definitions "Event of Default"means 1. Meanings of Terms a. the Subrecipient's failure to perform any As'used herein:' duty required of it under paragraphs 1(b)-(e)of Article III of the Contract; "Audit of Financial Statements"means the or examination by the Comptroller and any Federal or State auditing authority of the financial statements of b. the Subrecipient's failure to maintain the the Subrecipient resulting in the publication of an amount and types of insurance with an independent opinion on,whether or not those financial authorized insurer as required by the statements are relevant,accurate, complete,and fairly Contract; or presented. C. the Subrecipient's failure to maintain `Budget"means the Subrecipient's summary or plan of insurance required by the Contract with all an insurer that has designated the New intended revenue,whether received in the form of fees, York Superintendent of Insurance as its grants, County funding, or any other source, and lawful agent for service of process; or expenditures necessary to render the Services. d. the Subrecipient's failure to comply "Budget Deficiency Plan"means an analysis of the cost with any Federal, State or local law, of the Services, changes in fiscal conditions, and rule,or regulation,and County policies required modifications to the Contract to continue to or directives; or render the Services. e. the Subrecipient's bankruptcy or "Comptroller"means the Comptroller of the County of insolvency; or Suffolk. E the Subrecipient's failure to cooperate in "Contract"means all terms and conditions of this an Audit of Financial Statements; or Contract,forming all rights and obligations of the Subrecipient and the County. g. the Subrecipient's falsification of records or reports,misuse of funds, or "Subrecipient"means the signatory corporation, its malfeasance or nonfeasance in financial officers, officials, employees, agents, servants, sub- record keeping arising out of, or in contractors, and any successor or assign of any one or connection with, any contract with the more of the foregoing performing the Services. County; or "County"means the County of Suffolk, its departments, h. the Subrecipient's failure to submit,or and agencies. failure to timely submit,documentation to obtain Federal or State funds; or "County Attorney"means the County Attorney of the County of Suffolk. i. the inability of the County or the Subrecipient to obtain Federal or State "Department"means the signatory department funds due to any act or omission of the approving the Contract. Subrecipient; or "Engineering Services"means the definition of the j. any condition that the County practice of engineering and the definition of practice of determines, in its sole discretion, is land surveying, as the case may be,under Section 7201 dangerous. and Section 7203 of the State Education Law, "Federal"means the-United States government, its Page 9 of 52 departments, and agencies. include the plural number and vice versa. Words importing persons shall include firms,associations, "Fringe Benefits"means non-wage benefits which partnerships(including limited partnerships),trusts, accompany, or are in addition to, a person's salary, such corporations, and other legal entities,including public as paid insurance, sick leave,profit-sharing plans, paid bodies, as well as natural persons, and shall include holidays, and vacations. successors and assigns. "Fund Source"means any direct or indirect sum Capitalized terms used, but not otherwise defined, payable to the Subrecipient by the County pursuant to herein, shall have the meanings assigned to them in the any lawful obligation. Contract. "Legislature"means the Legislature of the County of Suffolk. "Management Letter"means a letter certified as true by the Subrecipient's certified public accountant or chief financial officer of findings and recommendations for End of Text for Article II 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. "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 Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and 10 of 52 pages C. Notifications Article III General Terms and Conditions i.) The Subrecipient shall immediately notify the County, 1. Subrecipient Responsibilities in writing,of any disciplinary proceedings, commenced or a. Duties and Obligations pending,with any authority relating to a license held by any i.) It shall be the duty of the person necessary to qualify him, Subrecipient to discharge,or her,or the Subrecipient to cause to be discharged,all of its perform the Services. responsibilities, and to administer funds received in the ii.) In the event that a person is no interest of the County in longer licensed to perform the accordance with the provisions Services,the Subrecipient must of the Contract. immediately-notify the County, but in no event shall such ii.) The Subrecipient shall promptly notification be later than five(5) take all action as may be days after a license holder has necessary to render the Services. lost the license required to qualify the license holder or-the iii.) The Subrecipient shall not take Subrecipient to perform the any action that is inconsistent Services. with the provisions of the Contract. iii.) In the event that the Subrecipient is not able to iv.) Services provided under this perform the Services due to a Contract shall be open to all loss of license,the Subrecipient residents of the County. shall not be reimbursed for the Services rendered after the b. Qualifications,Licenses,and effective date of termination of Professional Standards such license. Without limiting the generality of the foregoing, i.) The Subrecipient represents and if any part of the Contract . warrants that it has, and shall remains to be performed, and continuously possess, during the the termination of the license Term,the required licensing, does not affect the education,knowledge, Subrecipient's ability to render experience, and character the Services,every other term necessary to qualify it to render and provision of the Contract the Services. shall be valid and enforceable to the fullest extent permitted•by ii.) The Subrecipient shall law. continuously have during the Term all required d. Documentation of Professional authorizations, certificates, Standards certifications,registrations, licenses,permits,and other The Subrecipient shall maintain on file, approvals required by Federal, in one location in Suffolk County, all State, County;or local records that demonstrate that it has authorities necessary to qualify complied with sub-paragraphs(b)and it to render the Services. - (c)above.. The address of the location of the aforesaid records and documents 11 of 52 pages � r shall be provided to the County no later ("Certificate"), issued pursuant to than the date of execution of the § 7210 of the New York Education Law, Contract. Such documentation shall be of every person performing any kept,maintained,and available for Engineering Services. The failure to inspection by the County upon twenty- file, submit, or maintain the Certificate four(24)hours' notice. shall be grounds for rejection of any engineering work product submitted for e. Credentialing approval. i.) In the event that the 2. Termination Department, or any division thereof,maintains a a. Thirty Days Termination credentialing process to qualify the Subrecipient to render the The County shall have the right to Services,the Subrecipient shall terminate the Contract without cause, complete the required for any reason, at any time,upon such credentialing process. In the terms and conditions it deems event that any State credential, appropriate,provided,however,that no registration, certification or such termination shall be effective license,Drug Enforcement unless the Subrecipient is given at least Agency registration, or thirty(3 0)days' notice. Medicare or Medicaid certification is restricted, b. Event of Default; Termination on suspended, or temporarily or Notice permanently revoked, it is the duty of the Subrecipient to i.) The County may immediately contact the Department, or terminate the Contract,for division thereof,as the case may cause,upon such terms and be, in writing,no later than conditions it deems appropriate, three(3)days after such in the Event of Default. restriction, suspension,or revocation. ii.) If the Subrecipient defaults - under any other provision of the ii.) The Subrecipient shall forward 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 upon such terms and conditions during the Term,a complete list it deems appropriate. of the names and addresses of all persons providing the C. Termination Notice Services,as well as their respective areas of certification, Any notice providing for termination shall be delivered as provided for in credentialing,registration,and paragraph 24 of this Article III. licensing. f. Engineering Certificate d. Duties upon Termination In the event that the Contract requires i.) The Subrecipient shall discontinue any Engineering Services,the the Services as directed in the Subrecipient shall submit to the County, termination notice. no later than the due date for submission ii.) The County shall pay the for approval of any engineering work Subrecipient for the Services product,the Certificate of Authorization 12 of 52 pages r rendered through the date of copyright, including reimbursement of the termination. cost of reasonable attorneys'fees incurred by the County, its agents, servants, iii.) The County is released from any and officials, and employees in any action or all liability under the Contract, proceeding arising out of or in connection effective as of the date ofthe with any claim asserted for infringement termination notice. of copyright. iv.) Upon termination,the C. The Subrecipient shall defend the County, Subrecipient shall reimburse the its agents, servants, officials, and County the balance of any funds employees in any proceeding or action, advanced to the Subrecipient by including appeals, arising out of,or in the County no later than thirty connection with,the Contract,and any (3 0)days after termination of the copyright infringement proceeding or Contract. The provisions of this action. At the County's option,the subparagraph shall survive the County may defend•any such proceeding expiration or termination of the or action and require the Subrecipient to Contract. pay reasonable attorneys' fees of salary costs of County employees of the v.) Nothing contained in this Department of Law for the defense of any paragraph shall be construed as a such suit. limitation on the County's rights set forth in paragraph 8 of this 4. Insurance Article III. a. The Subrecipient shall continuously 3. Indemnification and Defense maintain,during the Term of the Contract, insurance in amounts and types as follows: a. The Subrecipient shall protect,indemnify, and hold harmless the County, its agents, servants,officials,and employees from i.) Commercial General Liability and against all liabilities,fines,penalties, insurance, including contractual actions,damages,claims, demands, liability coverage, in an amount judgments, losses, suits or actions,costs, not less than Two Million Dollars and expenses caused by the negligence or ($2,000,000.00)per occurrence any acts or omissions of the Subrecipient, for bodily injury and Two Million including reimbursement of the cost of Dollars($2,000,000.00)per reasonable attorneys'fees incurred by the occurrence for property damage. County, its agents, servants, officials,and The County shall be named an employees in any action or proceeding additional insured. arising out of,or in connection with,the Contract. ii.) Automobile Liability insurance (if any vehicles are used by the b. The Subrecipient hereby represents and Subrecipient in the performance I arrants that it will not infringe upon any of the Contract)in an amount not copyright in performing the Services. The less than Five Hundred Thousand Subrecipient agrees that it shall protect, Dollars($500,000.00)per person, indemnify, and hold harmless the County, per accident, for bodily injury and its agents, servants,officials,and not less than One Hundred employees from and against all liabilities, Thousand Dollars($100,000.00) fines,penalties, actions, damages,claims, for property damage per demands,judgments, losses, suits or occurrence. actions, costs,and expenses arising out of any claim asserted for infringement of iii.) Workers' Compensation and 13 of 52 pages Employer's Liability insurance evidencing the County's status as an in compliance with all applicable additional insured on said policy, and upon New York State laws and demand, a true and certified original copy of regulations and Disability such policy evidencing compliance with the Benefits insurance, if required by aforesaid insurance requirements. law. The Subrecipient shall furnish to the County,prior to its e. All evidence of insurance shall provide for the execution of the Contract,the County to be notified in writing thirty(3 0) documentation required by the days prior to any cancellation,nonrenewal,or State of New York Workers' material change in the policy to which such Compensation Board of coverage evidence relates. It shall be the duty of the or exemption from coverage Subrecipient to notify the County immediately pursuant to §§57 and 220 of the of any cancellation,nonrenewal,or material Workers' Compensation Law. In change in any insurance policy. accordance with General Municipal Law §108,the Contract f. In the event the Subrecipient shall fail to shall be void and of no effect provide evidence of insurance,the County unless the Subrecipient shall may provide the insurance required in such provide and maintain coverage manner as the County deems appropriate and during the Term for the benefit of deduct the cost thereof from a Fund Source. such employees as are required to be covered by the provisions of g. If the Subrecipient is a Municipal Corporation the Workers' Compensation Law. and has a self-insurance program under which it acts as a self-insurer for any of such required iv.) Professional Liability coverage,the Subrecipient shall provide proof, insurance in an amount not less acceptable to the County,of self-funded than Two Million Dollars coverage. ($2,000,000.00)on either a per- occurrence or claims-made 5. Independent Contractor coverage basis. The Subrecipient is not,and shall never be, b. The County may mandate an increase in the considered an employee of the County for any liability limits set forth in the immediately purpose. Notwithstanding anything contained in preceding paragraphs(4)(a)(i), (ii),and(iv). this Contract,the Contract shall not be construed as creating a principal-agent relationship between c. All policies providing such coverage shall the County and the Subrecipient or the be issued by insurance companies Subrecipient and the County, as the case may be. authorized to do business in New York with an A.M.Best rating of A-or better. 6. Severability d. The Subrecipient shall furnish to the It is expressly agreed that if any term or provision County,prior to the execution of the of this Contract,or the application thereof to any Contract,declaration pages for each policy person or circumstance, shall be held invalid or of insurance,other than a policy for unenforceable to any extent,the remainder of the commercial general liability insurance, and Contract,or the application of such term or upon demand, a true and certified original provision to persons or circumstances other than copy of each such policy evidencing those as to which it is held invalid or compliance with the aforesaid insurance unenforceable, shall not be affected thereby, and requirements. In the case of commercial every other term and provision of the Contract general liability insurance,the Subrecipient shall be valid and shall be enforced to the fullest shall furnish to the County,prior to the extent permitted by law. execution of the Contract, a declaration page or insuring agreement and endorsement page 14 of 52 pages 7. Merger;No Oral Changes whether or not the individual satisfies any eligibility or other It is expressly agreed that the Contract represents requirements or conditions which the entire agreement of the parties and that all individuals must meet in order to previous understandings are herein merged in the receive the Services provided Contract. No modification of the Contract shall be pursuant to the Contract. valid unless in written form and executed by both b. The Subrecipient shall not utilize criteria parties. or methods of administration which have_ the effect of subjecting individuals to 8. Set-Off Rights discrimination because of their race, The County have ashall hll of its common law, creed,color,national origin, sex, age, disability, sexual orientation,military equitable,and statutory rights of set-off. These status,or marital status, or have the effect rights shall include,but not be limited to,the of substantially impairing the Contract County's option to withhold from a Fund Source with respect to individuals of a particular an amount no greater than any sum due and owing race,creed,color,national origin, sex, to the County for any reason. The County shall age, disability, sexual orientation,military exercise its set-off rights subject to approval by the status,or marital status,in determining: County Attorney. In cases of set-off pursuant to a Comptroller's audit,the County shall only i.) the Services to be provided;or exercise such right after the finalization thereof, ii.) the class of individuals to whom, and only after consultation with the County or the situations in which,the Attorney. Services will be provided; or 9. -Non-Discrimination in Services iii.) the class of individuals to be afforded an opportunity to receive a. The Subrecipient shall not,on the grounds the Services. of race,creed, color,national origin, sex, age, disability, sexual orientation,military 10. Nonsectarian Declaration status,or marital status The Services performed under the Contract are i.) deny any individual the Services secular in nature. No funds received pursuant to provided pursuant to the Contract; the Contract shall be used for sectarian purposes or or to further the advancement of any religion. The ii.) provide the Services to an Services will be available to all eligible individual that is different,or individuals regardless of religious belief or provided in a different manner, affiliation. from those provided to others pursuant to,the Contract; or 11. Governing Law iii.) subject an individual to The Contract shall be governed by, and construed segregation or separate treatment in accordance with,the laws of the State of New in any matter related to the York,without regard to conflict of laws.Venue individuals receipt of the shall be designated in the Supreme Court, Suffolk Services provided pursuant to the County,the United States District Court for the Contract; or Eastern District of New York, or, if appropriate,a iv.) restrict an individual in any way court of inferior jurisdiction in Suffolk County. from any advantage or privilege enjoyed by others receiving the 12. No Waiver Services provided pursuant to the Contract; or It shall not be construed that any failure or v.) treat an individual differently forbearance of the County to enforce any - from others in determining provision of the Contract in any particular instance 15 of 52 pages or instances is a waiver of that provision. Such "Assignment"),to any other person, entity provision shall otherwise remain in full force and or thing without the prior written consent effect,notwithstanding any such failure or of the County, and any attempt to do any forbearance. of the foregoing without such consent shall be void ab initio. 13. Conflicts of Interest b. Such Assignment shall be subject to all of The Subrecipient shall not,during the Term, the provisions of the Contract and to any pursue a course of conduct which would cause a other condition the County requires. No reasonable person to believe that he or she is likely approval of any Assignment shall be to be engaged in acts that create a substantial construed as enlarging any obligation of conflict between its obligations under the Contract the County under the terms and provisions and its private interests. The Subrecipient is of the Contract. No Assignment of the charged with the duty to disclose to the County the Contract or assumption by any person of existence of any such adverse interests,whether any duty of the Subrecipient under the existing or potential. This duty shall continue as Contract shall provide for,or otherwise long as the Term.The determination as to whether be construed as,releasing the Subrecipient or when a conflict may potentially exist shall from any term or provision of the ultimately be made by the County Attorney after Contract. full disclosure is obtained. 17. Changes to Subrecipient 14. Cooperation on Claims a. The Subrecipient may,from time to The Subrecipient and the County shall render time,only with the County's written diligently to each other,without compensation, consent,enter into a Permitted Transfer. any and all cooperation that may be required to For purposes of the Contract, a defend the other party, its employees and Permitted Transfer means: designated representatives,against any claim, demand or action that may be brought against the i.) if the Subrecipient is a other party, its employees or designated partnership,the withdrawal or representatives arising out of,or in connection change,whether voluntary, with,the Contract. involuntary or by operation of law, of the partners,or transfer of 15. Confidentiality partnership interests(other than the purchase of partnership Any document of the County, or any document interests by existing partners,by created by the Subrecipient and used in rendering the partnership itself or the the Services, shall remain the property of the immediate family members by County and shall be kept confidential in reason of gift,sale or devise),or accordance with applicable laws,rules,and the dissolution of the partnership regulations. without immediate reconstitution thereof,and 16. Assignment and Subcontracting ii.) if the Subrecipient is a closely a. The Subrecipient shall not delegate its held corporation(i.e.whose stock duties under the Contract, or assign, is not publicly held and not traded transfer,convey, sublet,or otherwise through an exchange or over the dispose of the Contract,or any of its right, counter): title or interest therein, or its power to execute the Contract, or assign all or any 1. the dissolution,merger, portion of the monies that may be due or consolidation other o become due hereunder,(collectively reorganization of the referred to in this paragraph 16 as Subrecipient; and 16 of 52 pages d. The County agrees that any request for its 2. the sale or other transfer of consent to a Permitted Transfer shall be twenty percent(20%)or more granted, provided that the transfer does of the shares of the not violate any provision of the Contract, Subrecipient(other than to and the transferee has_not been convicted existing shareholders,the of a criminal offense as described under corporation itself or the Article H of Chapter 143 of the Suffolk immediate family members of County Code. The County shall grant or shareholders by reason of gift, deny its consent to any request of a sale or devise). Permitted Transfer within twenty(20) days after delivery to the County of the b. If the Subrecipient is a not-for-profit Transfer Notice, in accordance with the corporation,a change of twenty percent provisions of Paragraph 24 of Article III (20%)or more of its shares or members of the Contract. If the County shall not shall be deemed a Permitted Transfer. give written notice to the Subrecipient denying its consent to such Permitted C. The Subrecipient shall notify the County Transfer(and setting forth the basis for in writing,which notice(the"Transfer such denial in reasonable detail)within Notice") shall include: such twenty(20)-day period,then the County shall be deemed to have granted i.) the proposed effective date of the its consent to such Permitted Transfer. Permitted Transfer,which shall not be less than thirty(30)days e. Notwithstanding the County's consent, nor more than one hundred eighty (180)days after the date of i.) the terms and conditions of the , delivery of the Transfer Notice; Contract shall in no way be deemed to have been waived or ii.) a summary of the material terms modified; and of the proposed Permitted Transfer; ii.) such consent shall not be deemed consent to any further transfers. iii.) the name and address of the proposed transferee; 18. No Intended Third Party Beneficiaries iv.) such information reasonably The Contract is entered into solely for the benefit required by the County,which of the County and the Subrecipient. No third party will enable the County to shall be deemed a beneficiary of the Contract and determine the financial no third party shall have the right to make any responsibility, character, and claim or assert any right under the Contract. reputation of the proposed transferee,nature of the proposed 19. Certification as to Relationships assignee/transferee's business and experience; The Subrecipient certifies under penalties of perjury that, other than through the funds provided v.) all executed forms required in the Contract and other valid agreements with pursuant to Article IV of the the County,there is no known spouse, life partner, Contract,that are required to be business,commercial, economic, or financial submitted by the Subrecipient; relationship with the County or its elected and officials. The Subrecipient also certifies that there is no relationship within the third degree of A.) such other information as the consanguinity,between the Subrecipient, any of its County may reasonably require. partners,members,directors, or shareholders owning five(5%)percent or more of the 17 of 52 pages 7 � 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 1n 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 I of the b. Patents Contract and 2.)to the County at the Department, or as to either of the foregoing,to such other If the Subrecipient makes any discovery or address as the addressee shall have indicated by invention during the Term, as a result of prior written notice to the addressor. All notices work performed under the Contract,the received by the Subrecipient relating to a legal Subrecipient may apply for and secure for claim shall be immediately sent to the Department itself patent protection. However,the and also to the County Attorney at H.Lee County reserves to itself,and the Dennison Building, 100 Veterans Memorial Subrecipient hereby gives to the County, Highway,P.O.Box 6100, (Sixth Floor), and to any other person designated by the Hauppauge,New York, 11788-0099. County,a royalty-free,nonexclusive license to produce or otherwise use any 25. Federal Non-Discrimination In Services item so discovered or patented. This Agreement is subject to the requirements of 22. Arrears to County Title VI of the Civil Rights Act of 1964(P.L. 88-352)and HUD regulations with respect Subrecipient warrants that,except as may thereto including the regulations under 24 CFR otherwise be authorized by agreement, it is not in Part I. No person in the United States shall,on arrears to the County upon any debt,contract,or the grounds of race, color,religion, sex,sexual any other lawful obligation,and is not in default to orientation, age,creed, ancestry, disability or the County as surety. other handicap or marital/familial status, military status or national origin,be excluded from participation in,be denied the benefits of, or be subjected to discrimination under any 18 of 52 pages � R program or activity receiving Federal financial party or parties for the undertaking of all or any assistance. part of the program for which assistance is being provided under this Contract to the Subrecipient. This-Agreement is also subject to the The Subrecipient shall comply with all lawful requirements of Title VIII of the Civil Rights requirements applicable to the County as the Act of 1968,known as the"Fair Housing Act", applicant under the National Affordable Housing which provides that it is the policy of the United Act of 1990, as amended. States to provide,within constitutional limitations, fair housing throughout the United States,and prohibits any person from Any contract between the Subrecipient and a discriminating in the sale or rental of housing, third-party subrecipient shall be in compliance the financing of housing,or the provision of with all applicable Federal, state, and local laws, brokerage services, including in any way making rules and regulations and shall include the unavailable or denying a dwelling to any person, following provisions in a written agreement: because of race,color,religion, sex, sexual orientation, age,creed, ancestry, disability or a) A description of each task to be other handicap or undertaken by the subrecipient, a marital/familial status,military status or national schedule for completing each task and a origin. The Subrecipient is required to budget for each task. administer all programs and activities related to housing and community development in a b) Specification of records,reports and manner to affirmatively further fair housing. data to be maintained or submitted. In addition,the Subrecipient must make - c) A statement that all repayments are to Community Development funds available in be returned to the Subrecipient. accordance with the Fair Housing Act, Executive Order 11063, as amended by d) Requirement of compliance with Executive Order 12259 (Equal Opportunity in applicable OMB Circulars. Housing),Title VI of the Civil Rights Act of 1964,the Age Discrimination Act of 1975,the e) Compliance with the following Federal Americans With Disabilities Act of 1990, law and regulations: Section 504 of the Rehabilitation Act of 1973, and the requirements of Executive Order 11246 1) Public Law 88-352 the-Civil (Equal Employment Opportunity), as amended Rights Act of 1964'and Public by Executive Orders 11375 and 12086. Law 90-284 known as the Fair Housing Act. 26. Constitutional Prohibition 2) Section 109 of the Act requiring In accordance with First Amendment Church that no person be excluded from participation or denied benefits, and State Principles,the Subrecipient shall comply with 24 CFR 570.200(j)of the federal or be subjected to discrimination regulations regarding the use of Community on the grounds of race,color, Development funds by religious organizations national origin, sex, creed, and CPD Notice 04-10. ancestry,disability or other handicap or marital/familiar status. 27. Obligations of Subrecipient With Respect to 3) Section 110 of the Act regarding Certain Third-Party Relationships labor standards for Subrecipient or subcontractors performing construction The Subrecipient shall remain fully obligated work. under the provisions of this Contract, notwithstanding its designation of any third 19 of 52 pages � e 4) Section 202(a)of the Flood 1) No Federal appropriated funds Disaster Protection Act of 1973. have been paid or will be paid, by or on behalf of the 5) Executive Order 11246 which subrecipient,to any person for prohibits discrimination in influencing or attempting to employment and Section 3 of influence an officer or employee the Housing and Urban of any agency,a Member of Development Act of 1968 Congress, an officer or regarding the provision of employee of Congress, or an employment to low income employee of a Member of persons residing within Congress in connection with the the boundaries of the awarding of any Federal Consortium. contract,the making of any Federal grant,the making of any 6) 42 U.S.C. 3535(d)4821 and Federal loan,the entering into 4851 of the Lead-Base Paint of any cooperative Contract, and Poisoning Prevention Act. the extension,continuation, renewal, amendment, or 7) 24 CFR Part 24 prohibiting the modification of any Federal use of debarred, suspended or contract,grant, loan,or ineligible Subrecipient or cooperative Contract. subrecipients. 2) If any funds other than Federal 8) 24 CFR Part 570.611 appropriated funds have been regulations prohibiting persons paid or will be paid to any receiving benefits who have a person for influencing or conflict of interest. attempting to influence an officer or employee of any 9) 24 CFR Part 570.2000)which agency, a Member of Congress, prescribes the use of NSP funds an officer or employee of by religious organizations. Congress,or an employee of a Member of Congress in f) Indication that the Contract may be connection with this Federal terminated for default, inability, or contract,grant, loan, or failure to perform. cooperative Contract,the subrecipient shall complete and g) Requirement that any NSP funds on submit Standard Form-LLL, hand or accounts receivable at the time 'Disclosure Form to Report of termination shall be returned to the Lobbying", in accordance with Subrecipient. its instructions. h) Provision to ensure that: End of Text for Article III 20 of 52 pages Article IV Under the provisions of the Living Wage,Law, Suffolk County Legislative Requirements the County shall have the authority,under appropriate circumstances,to terminate the 1. Subrecipient's/Vendor's Public Disclosure Contract and to seek other remedies as set forth Statement therein,for violations of this Law. It shall be the duty of the Subrecipient to read, Required Forms: become familiar with, and comply with the requirements of section AS-8 of Article V of the Suffolk County Living Wage Form LW-1; Suffolk County Code. entitled"Suffolk County Department of Labor— Living Wage Unit Notice of Application for Unless certified by an officer of the Subrecipient County Compensation(Contract)." as being exempt from the requirements of section A.5-8 of Article V of the Suffolk County Suffolk County Living Wage Form LW-38; Code,the Subrecipient represents and warrants entitled"Suffolk County Department of Labor— that it has filed with the Comptroller the verified Living Wage Unit Living Wage public disclosure statement required by Suffolk Certification/Declaration—Subject To Audit." County Administrative Code Article V, section AS-8 and shall file an update of such statement 3. Use of County Resources to Interfere with with the Comptroller on or before the 31st day Collective Bargaining Activities of January in each year of the Contract's duration. The Subrecipient acknowledges that It shall be the duty of the Subrecipient to read, such filing is a material, contractual and become familiar with, and comply with the statutory duty and that the failure to file such requirements of Article I of Chapter 803 of the statement shall constitute a material breach of Suffolk County Code. the Contract,for which the County shall be entitled,upon a determination that such breach County Subrecipients(as defined by section has occurred,to damages, in addition to all other 803-2)shall comply with all requirements of legal remedies, of fifteen percent(15%)of the Chapter 803 of the Suffolk County Code, amount of the Contract. including the following prohibitions: a. The Subrecipient shall not use County funds to .Required Form: Suffolk County Form SCEX 22; entitled assist,promote, or deter union organizing. "Subrecipient's/Vendor's Public Disclosure b. No County'funds shall be used to reimburse the Statement" Subrecipient for any costs incurred to assist, 2. Living Wage Law promote, or deter union organizing. C. No employer shall use County property to hold a It shall be the duty of the Subrecipient to read, meeting with employees or supervisors if the become familiar with, and comply with the purpose of such meeting is to assist,promote,or requirements of Chapter 575, of the Suffolk deter union organizing. County Code. If the Services are performed on County This Contract is subject to the Living Wage Law property,the Subrecipient must adopt a of the County of Suffolk. The law requires that, reasonable access agreement, a neutrality unless specific exemptions apply,all employers agreement, fair communication agreement,non- (as defined)under service contracts and intimidation agreement, and a majority recipients of County financial assistance,(as authorization card agreement. defined) shall provide payment of a minimum wage to employees as set forth in the Living Wage Law. Such rate shall be adjusted annually If the Services are for the provision of human pursuant to the terms of the Suffolk County services and are not to be performed on County Living Wage Law of the County of Suffolk. 21 of 52 pages 4 property,the Subrecipient must adopt, at the thereof, as the case may be,that are assigned to least, a neutrality agreement. perform work in connection with a County contract, subcontract, license agreement, lease or Under the provisions of Chapter 803,the County other financial compensation agreement issued shall have the authority,under appropriate by the County or awarding agency,where such circumstances,to terminate the Contract and to compensation is one hundred percent(100%) seek other remedies as set forth therein,for funded by the County, shall submit to the violations of this Law. covered employer a completed sworn affidavit (under penalty of perjury),the form of which is Required Form: attached, certifying that they have complied, in Suffolk County Labor Law Form DOL-LO1; good faith,with the requirements of Title 8 of entitled"Suffolk County Department of Labor— the United States Code Section 1324a with Labor Mediation Unit Union Organizing respect to the hiring of covered employees and Certification/Declaration- Subject to Audit." with respect to the alien and nationality status of the owners thereof, as the case may be. The affidavit shall be executed by an authorized 4. Lawful Hiring of Employees Law representative of the Subrecipient, subcontractor, or owner, as the case may be; It shall be the duty of the Subrecipient to read, shall be,part of any executed contract, become familiar with,and comply with the subcontract, license agreement, lease or other requirements of Article II of Chapter 353 of the financial compensation agreement between the Suffolk County Code. covered employer and the County; and shall be made available to the public upon request. This Contract is subject to the Lawful Hiring of An updated affidavit shall be submitted by each Employees Law of the County of Suffolk.It such employer, owner, Subrecipient and provides that all covered employers,(as subcontractor no later than January 1 of each defined), and the owners thereof,as the case year for the duration of any contract and upon may be,that are recipients of compensation from the renewal or amendment of the Contract,and the County through any grant, loan, subsidy, whenever a new Subrecipient or subcontractor is funding, appropriation,payment,tax incentive, hired under the terms of the Contract. contract, subcontract, license agreement, lease or other financial compensation agreement issued _ The Subrecipient acknowledges that such filings by the County or an awarding agency,where are a material,contractual and statutory duty and such compensation is one hundred percent that the failure to file any such statement shall (100%)funded by the County, shall submit a constitute a material breach of the Contract. completed sworn affidavit(under penalty of perjury),the form of which is attached, Under the provisions of the Lawful Hiring of certifying that they have complied, in good faith, Employees Law,the County shall have the with the requirements of Title 8 of the United authority to terminate the Contract for violations States Code Section 1324a with respect to the of this Law and to seek other remedies available hiring of covered employees(as defined)and under the law. with respect to the alien and nationality status of the owners thereof. The affidavit shall be The documentation mandated to be kept by this executed by an authorized representative of the law shall at all times be kept on site. Employee covered employer or owner, as the case may be; sign-in sheets and register/log books shall be shall be part of any executed contract, kept on site at all times during working hours subcontract, license agreement, lease or other and all covered employees,as defined in the financial compensation agreement with the law, shall be required to sign such sign-in County; and shall be made available to the public upon request. sheets/register/log books to indicate their presence on the site during such working hours. All Subrecipients and subcontractors(as defined)of covered employers,and the owners Required Forms: 22 of 52 pages It shall be the duty of the Subrecipient to read, Suffolk County Lawful Hiring of Employees become familiar with, and comply with the Law Form LHE-l; entitled"Suffolk County requirements of Article H of Chapter 880 of the Department of Labor—Notice Of Application Suffolk County Code. To Certify Compliance With Federal Law(8 U.S.C. Section 1324a)With Respect To Lawful The Subrecipient shall comply with-Article 11 of Hiring of Employees." Chapter 880, of the Suffolk County Code, entitled"Child Sexual Abuse Reporting Policy," Suffolk County Lawful Hiring of Employees as now in effect or amended hereafter or of any Law Form LHE-2; entitled"Affidavit Of other Suffolk County Local Law that may Compliance With The Requirements Of 8 become applicable during the term of the U.S.C. Section 1324a With Respect To Lawful Contract with regard to child sexual abuse Hiring Of Employees" 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 11 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 certifies that it has not been convicted of a official,employee or agent of the County or the criminal offense within the last ten(10)years. State or of any political party,with the purpose The term"conviction"shall mean a finding of or intent of securing an agreement or securing guilty after a trial or a plea of guilty to an favorable treatment with respect to the awarding offense covered under section 189-5 of the or amending of an agreement or the making of Suffolk County Code under"Nonresponsible any determinations with respect to the Bidder." performance of an agreement. 9. Use of Funds in Prosecution of Civil 6. Prohibition Against Contracting with Actions Prohibited Corporations that Reincorporate Overseas 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 IV 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 by the County to a business previously 10. Youth Sports incorporated within the U.S.A.that has It shall be the duty of the Subrecipient to read, reincorporated outside the U.S.A. become familiar with, and comply with Article III of Chapter 730 of the Suffolk County Code. 7. Child Sexual Abuse Reporting Policy All contract agencies that conduct youth sports programs are required to develop and maintain a 23 of 52 pages 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 contract agency provides and shall develop ("MOU")with the Suffolk County Department 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 Minors Suffolk County Local Laws,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 Information of Minors in Suffolk County. End of Text for Article IV All contract agencies that provide services to minors are required to protect the privacy of the minors and are strictly prohibited from selling or otherwise providing to any third party, in any manner whatsoever,the personal or identifying information of any minor participating in their programs. 24 of 52 pages 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. (3 0)days after the expenditures were made, and in no event after the 31s`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 25 of 52 pages 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 15d' 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. E 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; 26 of 52 pages 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. 27 of 52 pages 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 28 of 52 pages 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. O.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. 29 of 52 pages r 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 30 of 52 pages 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. 31 of 52 pages 3 ! 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. E 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 32 of 52 pages 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,Conference,and Meeting Attendance: SOP A-07 Amendment 1 Reimbursement to the Subrecipient for travel costs shall not exceed amounts allowed to County employees.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,which may be viewed online at the County's website, SuffolkCountyny.gov; go to"Government,"then"Comptroller,"then "Consultant's Agreements." 1. 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. m. Salary Increases No salary,wage, or other compensation for the Services shall be increased over the amount stated in the Budget without the prior written approval of the County. u. 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. o. No Limitation On Rights Notwithstanding anything in this Article V to the contrary,the County shall have available to it all rights and remedies under the Contract and at law and equity. p. Comptroller's Rules and Regulations The 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 33 of 52 pages 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 2 CFR Part 200 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 15'h 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: 34 of 52 pages 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; e) 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; i) 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. 4003(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 35 of 52 pages 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 19731(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 36 of 52 pages 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 1 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. 37 of 52 pages 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 38 of 52 pages 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 135.38(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 - 39 of 52 pages 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 (`BPA") 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 40 of 52 pages 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. 41 of 52 pages 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 L 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 42 of 52 pages 1 11 • expended in accordance with this Agreement shall be due and payable to the Coumty.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 2 CFR 200, "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 2 CFR 200 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 2 CFR Part 200. 43 of 52 pages 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. 44 of 52 pages 27. Force Majeure Neither parry 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 45 of 52 pages Article VII ENVIRONMENTAL REQUIREMENTS CONDITIONAL APPROVALS ON USE OF FUNDS TOWN OF SOUTHOLD 2016 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 46 of 52 pages Exhibits Exhibit 1 Suffolk County Payment Voucher Exhibit 2 County of Suffolk Consultant's Expense Summary Exhibit 3 County of Suffolk Consultant's Time Summary Exhibit 4 Uniform Administrative Requirements Exhibit 5 Required Comptroller Documentation for All Subrecipient Contracts 47 of 52 pages 1 1 y Exhibit 1 SUFFOLK COUNTY PAYMENT VOUCHER Dept:: Contact: Paymment Voucher# RespomibieAgency Entered By,Date Dept.Address 4 5 3 0 l i Single Check(YlTV) Vendor Code(Tax ID) 'Ac unting PerititE itsittn/yy) ' Bgd):et;FY(yyyy) Document Total(Includc Cents) Vendor Name&&piling,Address Vendor Remit Addri--m(if different) Ln Refcttnce Document Com Invoice hind Dcpi Clnit Sub Actv t7bj 'Sub Rcpt Capital {U2 \umber(12)tat(3) (3} (3} (g) Unit t4} (4) Ahj(+) Cat(4) Pro,Ktct�r Cd(2�Number(11)Lit(2) (3} (2} {8) Key(4} BS Acet(4) Description{11} Amount(include Cent.) UA P1F 01 021 0 a4 o� Additional Comments DEPARTMENT CERTIFICATION: [hereby,certify that the materiata above PAYEE.CERTIFICATION: I certify that the above cxpenditurcx are just. speeilicd have been received by me in good condition without sutxk4xution.Tltc true and correct:that no part tharc4f has been paid cxerpc as stated:th3%the: service properly performcd and that the quantieie-�ihe`reof have been venfced balance iv actually dire and owing;that taxes from which the County is with the exccptitms of di.s repancles noted and payment is approved. exempt aro excluded and that i have read and am familiar with theth provision.+of Local Law.32.1980 as dctailcd in the paycc iustrnction section of this voucher. SIGNED DATE TITLE PAYEE'S SIGNATURE TITLE NAME OF COMPANY Form PV Original. Audit&Control Copy:,Department Accounting s"tns wta 48 of 52 pages Exhibit 2 /'�(�{r CQ�U4}T�L`A,7m Off'Sl,`i'T'OLK W7AN it LouMMDRY DEPARTMENT OFAUDIT&COMM-FOR341: 0109 GONSL LTAKS NAME MRCOO BkGmm PMOD E'OINO I I ;4 1 12 11.3 14 15 16 1 MMOL` apedtMe.item 17 IS 4 5 26 N 28 0 1 pts ute R�t�l arMilr {A�ac�Sshedu[�� olkandA�rlongFees i ul or ASU ousine kArxb SCh&te) a Bleph � i Tdgr Th Ia�rials ar S��pliea 3 Pat { At 6 Scb d&,.) Nt 4ditur�; auld cm dry t eipte�tbt at ts� �tipt. TOTAL I NRMLECONSULTAti TUE: '�e�ss�vguts ofa��a�lsa svpgl�,,e4�rPm�t4rSea3't�SS'1"�ld� sa tedbymmicsshote4 ;dudip6ma mu andpwRe. AMHORIZED SMA'I'M 49 of 52 pages Exhibit 3 C011m fly sCIFFM COUSULTAIT SIM 8115 IARY DEPARTMENT'OF AU'DYT&CONTROL-FORAl A&C M CONSULTANT'SAME PMODBEGIIv'00 PFMOD ING 1a 14 11 12 J13 114 0 16 4TALrERERI E ;TOTAL Name of MMembu 17 118 19 1 2 b ? 8 9 0 1 OURS I DLE � � I , I s I I s TOTAL RM BUTSABLE CO NISULTANT TIME: AUTHORIZED SIGNATURE 50 of 52 pages Exhibit 4 Code of Federal Regulations Title 24 -Housing and Urban Development 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) Grantees and subrecipients shall comply with 2 CFR Part 200, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards,"except that: 1. Section 200.305 "Payment"is modified for lump sum drawdown for financing of property rehabilitation activities in accordance with §570.513. 2. Section 200.306"Cost sharing or matching"does not apply. 3. Section 200.307"Program income"does not apply.Program income is governed by§507.504. 4. Section 200.308 "Revisions of budget and program plans"does not apply. 5. Section 200.311 "Real property"does not apply, except as provided in§570.2000).Real property is governed by§570.505. 6. Section 200.313 "Equipment"applies,except that when the equipment is sold,the proceeds shall be program income.Equipment not needed by the subrecipient for CDBG activities shall be transferred to the recipient for the CDBG program or shall be retained after compensating the recipient. 7. Section 200.333 "Retention requirements for records"applies except that: L For recipients: A. The period shall be 4 years from the date of execution of the closeout agreement for a grant, as further described in this part; B. Records for individual activities subject to the reversion of assets provisions at §570.503(b)(7)or the change of use provisions at§570.505 must be maintained for 3 years after those provisions no longer apply to the activity; C. Records for individual activities for which there are outstanding loan balances, other receivables, or contingent liabilities must be retained for 3 years after the receivables or liabilities have been satisfied. ii. For subrecipients: A. The retention period for individual CDBG activities shall be the longer or 3 years after the expiration or termination of the subrecipient agreement under§570.503,or 3 years after the submission of the annual performance and evaluation report,as prescribed in §91.520 of this title, in which the specific activity is reported on for the final time; B. Records for the individual activities subject to the reversion of assets provisions at§570.503(b)(7)or change of use provisions at§570.505 must be maintained for as long as those provisions continue to apply to the activity;and C. Records for individual activities for which there are outstanding loan balances, other receivables,or contingent liabilities must be retained until such receivables or liabilities have been satisfied. 8. Section 200.343 "Closeout" applies to closeout of subrecipients. [57 FR 33256,July 27, 1992,as amended by 59 FR 2738,Jan. 19, 1994; 60 FR 1916,Jan. 5, 1995; 60 FR 56915,Nov. 9, 1995; 80 FR 75 93 7,Dec, 7,2015] 51 of 52 pages Exhibit 5 This space is intentionally left blank. Exhibit 5, "Required Comptroller Documentation for All Subrecipient Contracts,"will be completed by the County,including information specific to this Contract,and included as a necessary addendum to this Contract prior to execution. 52 of 52 pages ' REQUIRED DOCUMENTATION FOR SUBRECIPIENT CONTRACTS Granting Department: Federal Awarding Agency: Federal Award Identification CFDA Number: Suffolk County Department of U.S.Dept.of Housing and Number: ' 14.218 ,Suffolk Development and Urban Development B-16-UC-36-0102 Planning Awarding Official Name and County Contract Number: Contract Percentage: Federal Award Date: Contact Information: 20-ED-008 11/3/16 Steven Bellone Federal Percentage.100% County Executive Suffolk County Contract Period of State Percentage:0•0. _ H.Lee Dennison Building,Floor 12 Performance: County Percenta_ge:0% Hauppauge,NY 11716 4/1/2016-3/31/2023 Subrecipient Name&Address Research&Development Federal Funds Obligated by this Federal Funds Town of Southold ❑Yes N No Action: Obligated to 53095 Main Road $30,000.00 Subrecipient by County P.O.Box 1179Total Federal Award including current obligation: Southold,NY 11971 Committed to Subrecipient by the County: $30,000.00 $30,000.00 Indirect cost rate for the Federal award(including if the de minimis rate is charged per§200.414 Indirect(F&A)costs): N/A Approved,federally recognized indirect cost rate negotiated between the subrecipient and the Federal Government or,if no such rate exists,either a rate negotiated between the pass-through entity and the subrecipient(in compliance with this part),or a de minimis indirect cost rate as defined id§200.414 Indirect(F&A)costs,paragraph(f): N/A Federal Award Project Description: Community Development Block Grant projects Requirements imposed by the pass-through entity on the subrecipient so that the Federal award is used in accordance with Federal statutes,regulations and the terms,and conditions of the Federal award: See Article VI,"Federal Requirements,"of attached Contract. Additional requirements that the pass-through entity imposes on the subrecipient in order for the pass-through entity to meet its own responsibility to the Federal awarding agency including identification of any required financial and performance reports: See Article V, "General Fiscal Terms and Conditions,"of attached Contract. Close-Out Direction: Click here to enter text.' The above information is to be furnished to all subrecipients of federal awards as stated in 2 CFR Part 200.331.