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Home My WebLink AboutAAA Transportation Program County of Suffolk V . HIE C [E W [E D FEB 2 12018 Steven Bellone Suffolk County Executive SUPERVISOR'S OFFICE TOWN OF SOUTHOLD Office for the Aging Holly S.Rhodes-Teague Director February 14, 2018 The Honorable Scott A. Russell Supervisor Town of Southold R-DC-= 53095 Main Road P.O. Box 1179 Southold, N.Y. 11971 F F F 2 1 2 4 Re: AAA Transportation South, ", lerl Dear Supervisor Russell: The fully executed Agreement referenced above is enclosed for your files. Attached is a copy of All Department Heads Memorandum 30-97 explaining budget modification requirements. Any budget modification not meeting these requirements may be delayed or rejected by the Budget Office. Also enclosed find the Notification of Rights, which must be posted as part of your compliance with Local Law No. 12-2001, the Living Wage Law. If you require any further information, please contact Ellen Frankino at 853-8262. Sincerely, jl ; Joanne Kandell Principal Accountant JK:EF:cd Enc. cc: Ellen Frankino Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Contract This Contract("the Contract") is between the County of Suffolk("the County"), a municipal corporation of the State of New York, acting through its duly constituted Office for the Aging ("the Department"), located at 100 Veterans Memorial Highway,P.O. Box 6100,Hauppauge,New York 11788-0099; and Town of Southold (Contractor), a New York municipal corporation,having an address at 53095 Main Road, P.O. Box 1179, Southold,New York 11971 The Contractor has been designated to receive funds from the County for a AAA Transportation Program ("the Services") as set forth in Article I, entitled "Description of Services." Term of the Contract: April 1, 2017 through March 31,2018;with an option,to be exercised at the County's discretion,to September 30,2018 on the same terms and conditions herein. Service Levels: 1,200 Units of Transportation Service 95 Elderly Served Total Cost of the Contract: Shall not exceed$8,016.00, to be paid as set forth in Articles V and VI, attached. Terms and Conditions: Shall be as set forth in Articles I through VI,attached hereto and made a part hereof. In Witness Whereof, he parties hereto have executed the Contr as of the latest date written below. Town of SoutholdCounty of S olk By: i;5K49�' Scott A. ussell Supervisor By. Fed. Taxpayer #• 11-6001939 Dennis M. Cohen Date /2 g Chief Deputy County Executive 6.� OSSA_ UL Date_TLP Khereby certifies under penalties of perjury tha I am an officer of Approved: Tl)n d f S 6A 1J, Department that I have read and I am familiar with§A5-8 of By: Ql� 10- Article V of the Suffolk County Code,and that Holly S. odes-Teague �� ©� s\ t Director, O ice for the Aging meets all requirements to qualify for exemption Date / thereunder. Name Qty cfi-� Date//Z/AL ate/ /L Recommended: By: Approved as to Form: Michelle Belsky Dennis M.Brown Food Service1Se isox,Suffolk Coun Attorney Date By: Niranjan . Sagapuram Assist t County A rney Date 0049463 1 of 37 pages Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation List of Articles Article I Description of Services 1. Conflicting Provisions Article II Definitions 1. Meanings of Terms 2. Elements of Interpretation Article III General Terms and Conditions 1. Contractor 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/Nonpartisan Declaration 11. Governing Law 12.No Waiver 13. Conflicts of Interest 14. Cooperation on Claims 15. Confidentiality 16. Assignment and Subcontracting 17. Changes to Contractor 18.No Intended Third Party Beneficiaries 19. Certification as to Relationships 20. Publications 21. Copyrights and Patents 2 of 37 pages Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation a. Copyrights b. Patents 22. Arrears to County 23. Lawful Hiring of Employees Law in Connection with Contracts for Construction or Future Construction 24. Certification Regarding Lobbying 25. Record Retention 26. Contract Agency Performance Measures and Reporting Requirements - Local Law No. 41-2013 27. Notice Article IV Suffolk County Legislative Requirements 1. Contractor'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 3 of 37 pages Law No. 18—AG IFMS No.00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation c. County's Right to Take Title and Possession d. Inventory Records, Controls and Reports e. Protection of Property in Contractor's Custody f. Disposition of Property in Contractor'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 f. Payments Contingent upon State/Federal Funding g. Denial of Aid h. Budget i. Payment of Claims j. Payments Limited to Actual Net Expenditures k. Travel, Conference, and Meeting Attendance: SOP A-07 Amendment 1 1. Salaries m. Salary Increases n. Contractor Vacancies o. No Limitation On Rights p. Comptroller's Rules and Regulations Article VI Budget 4 of 37 pages Law No. 18—AG IFMS No. 00000008561 - Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Article I Description of Services Town of Southampton AAA Transportation Program Whereas,the Contractor has been identified in the 2017 Suffolk County Adopted Budget under the funding as listed on page one (1)of the Contract to perform the Services for the Department; and Whereas,the AAA Transportation Program expands essential transportation activities for the elderly by providing assistance in meeting the transportation operating expenses related to serving the elderly, as part of the required supportive services of the IIIC Nutrition Program for the Elderly or other such programs for the elderly, that provide transportation services. Whereas,the enhancement of transportation services is considered to be in the best interest of the County and the elderly residents of Suffolk County, and ensures the best possible outcome. Now therefore, in consideration of the mutual provisions and covenants hereafter set forth, the parties hereto agree as follows: 1. Conflicting Provisions In the event of any conflict between this Article I and any other provision to this Contract, such other provision shall prevail unless it is expressly stated that this Article I shall prevail. 2. Goals of the Program The Contractor shall provide the following transportation services: The Contractor may provide transportation other than to and from the nutrition sites on an as needed basis. This may include,but is not limited to,transportation to medical appointments,shopping, activities for socialization and other such activities scheduled as part of the Contractor's regular transportation program activities or by appointment. All transportation services shall be furnished using licensed drivers and insured and inspected vans and automobiles. 3. General Program Terms and Conditions In general, but without limitation, the Contractor shall be required to meet the criteria listed below: a. Have,and maintain throughout the term of this Contract, an existing agreement to provide a service or services for the elderly in Suffolk County. b. Have an owned or contract vehicle available for the Services, either through purchase agreement or lease agreement. 4. Administration a. Overall administration of this program will be the responsibility of the Contractor. The Contractor will ensure proper implementation and direction of the services, act as liaison between the Department and the actual service and ensure accuracy and timeliness of submission of all reporting forms and expenditures. b. Program staff shall attend meetings and training as requested by the Department. 5 of 37 pages AAA Trans Sthamptn 17-18 ARTICLE I Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation 5. Contractor's Staff a. The Contractor agrees to employ adequate numbers of qualified staff and supervisory personnel to meet all the specifications and responsibilities of the program in an orderly,punctual and reliable manner and to assure the health, safety, and welfare of participants. A full-time manager/supervisor will direct and coordinate the daily operations. All meetings and trainings required by the County are to be attended by the appropriate staff. The Contractor will have on file with the Department the procedures to be followed by workers and other staff in case of emergency. b. The County shall have the right to prior approval of the filling of any AAA Transportation Coordinator and shall be advised by the Contractor of the duties and compensation of all personnel assigned to the AAA Transportation Program. C. The provisions of this paragraph five (5)are in addition to the provisions of Article V,paragraph ten(10), subparagraph n. 6. Coordination The Contractor must coordinate the delivery of services with other providers and organizations to provide the most suitable outcomes and minimize possible duplication of effort. In order to accomplish this, the Contractor will undertake activities such as, but not limited to,participation in inter-agency meetings, coordination of referrals and follow-ups with other local service providers, entering into agreements with other organizations for joint efforts and/or funding, centralized assessment and maintaining up-to-date resource materials both within and outside the Contractor's organization. 7. Targeting and Outreach a. The Contractor,to the extent it has discretion regarding to whom it will provide services,must give preference to providing services to those unserved and underserved older adults in greatest social or economic need,particularly those who are low income, low income minorities, older adults with limited English proficiency,Native Americans, and frail/persons with disabilities and older adults residing in rural areas in accordance with their need for such services, and to meet specific objectives established by the Department for providing services to the above groups within the PSA, (OAA §305 (a)(2)(E)). The term"greatest economic need"is defined as the need resulting from an income at or below the poverty levels as established annually by the U.S. Office of Management and Budget. The term "greatest social need" refers to the need caused by non-economic factors which include physical and mental disabilities, language barriers and cultural, social or geographical isolation including isolation caused by racial or ethnic status that restricts an individual's ability to perform normal daily tasks or threatens the capacity of the individual to live independently(OAA §102 (23 and 24)). b. The Contractor agrees to concentrate the services on older adults in the targeted populations identified by the Department following the methods the Department has established for complying with the targeting requirements under the OAA and the Equal Access and Targeting Policy issued by the New York State Office for the Aging. Consistent with the OAA and NYS applicable regulations, including the following laws: the Older Americans Act(OAA),Title III of the Code of Federal Regulations,45 CFR 1321;the NYS Elder Law and relevant NYS regulations (Title 9, Subtitle Y of the New York State Code of Rules and Regulations); the Contractor's targeting goal is to substantially increase the numbers of older adults from targeted 6 of 37 pages AAA Trans Sthamptn 17-18 ARTICLE I Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation population groups (minority,low-income, frail, vulnerable). C. The following target groups have been identified as having the greatest economic and social needs: minority, low income, frail and vulnerable. i. Minority-persons of Black, Hispanic, Asian,Native American (American Indian), Alaska Native,Native Hawaiian or Other Pacific Islander origins. Persons whose origins are of Two (2) or More Races or who are identified as being in a racial category different from those above (other than white)may be included (see the Other Race or Two(2) or More Races categories, defined below). a) Black- refers to a person who has origins in any of the Black racial groups of Africa. This includes, for example, persons who self-report as Black, African American, Kenyan,Nigerian, Haitian or other applicable identification. b) Hispanic (or Latino) -refers to a person of Cuban, Mexican,Puerto Rican, South or Central American, or other Spanish culture or origin regardless of race. Hispanic origin can be viewed as the heritage, nationality group, lineage, or country of birth of the person or the person's parents or ancestors before their arrival in the United States. People who identify their origin as Hispanic,Latino, or Spanish may be any race. C) Asian-refers to a person having origins in any of the original peoples of the Far East, Southeast Asia, or the Indian subcontinent, including,but not limited to, Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, the Philippine Islands, Thailand, and Vietnam. d) American Indian or Alaska Native -refers to a person having origins in any of the original peoples of North and South America(including Central America)and who maintains tribal affiliation or community attachment. This category includes people who indicated their race(s) as"American Indian or Alaska Native"or reported their enrolled or principal tribe, such as Navajo, Blackfeet, Inupiat, Yup'ik, and/or Central American or South American Indian groups. e) Native Hawaiian or Other Pacific Islander-refers to a person having origins in any of the original peoples of Hawaii, Guam, Samoa, or other Pacific Islands. f) Other Race or Two (2) or More Races-this category includes persons who self- identify as multiracial,mixed, interracial, or a racial category other than white, not included in the descriptions above. ii. Low—Income -Persons with incomes at or below 150%of the poverty level. iii. Frail—Persons with one (1) or more functional deficits in the following areas: a) Physical functions; b) Mental functions; c) Activities of daily living(eating, bed/chair transfer, dressing, bathing,toiletry and continence); and/or, d) Instrumental activities of daily living(meal preparation,housekeeping, shopping, medications, telephone, travel, and money management). 7 of 37 pages AAA Trans Sthamptn 17-18 ARTICLE I Law No. 18—AG IFMS No. 00000008561 - Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Disabled—Any person who has a physical or mental impairment which substantially limits one (1) or more major life activities, has a record of such impairment,or is regarded as having such impairment. This includes alcoholism and drug addiction. iv. Vulnerable—Persons with a deficit of social resources,those who are isolated socially, linguistically or geographically, and/or those affected by other environmental conditions including the following: a) Language barriers; Limited English Proficiency- Individuals who do not speak English as their primary language and who have a limited ability to read, write, speak, or understand English may be limited English proficient, and may be eligible to receive language assistance with respect to a particular type of service, benefit, or encounter; b) Rural residence; C) Persons with disabilities; d) Institutionalized or at risk of institutionalization; e) Lesbian, gay, bisexual,transgender(LGBT) older adults; f) Low literacy; g) Older adult caregivers of children with developmental disabilities, mental illness, or other disabilities requiring a caretaker(e.g., traumatic brain injury); h) Homebound; and, i) Alzheimer's or other Dementia. d. In order to comply with Targeting requirements,the Contractor must employ Outreach Strategies which may include, but are not limited to, locating target populations using Census or other resource data, translated printed materials, location of services in catchment areas for targeted populations, publicity to community-based groups, and minority staff/volunteers. 8. Equal Access a. The Contractor shall comply with requirements for equal access including language accessibility, nondiscrimination and concentration of services on target populations. b. The Contractor shall provide maximum accessibility to those older adults in greatest economic or social need, and new sites shall be free from architectural barriers that limit participation of disabled older individuals(NYS regulations, Title 9, Subtitle Y, §6652.2 (1) and Section 504 of the Rehabilitation Act of 1973). Accessibility requirements include provision of services and assistive devices (including assistive technology services and devices) designed to meet the unique needs of older individuals who are disabled, and of older individuals who provide uncompensated care to their adult children with disabilities. Providers must ensure that communications with individuals with disabilities are as effective as communications with others (ADA, 28 CFR 35.160-35.164). For example, auxiliary aids and services may include: • For individuals who are deaf or hard of hearing: qualified interpreters, note takers, computer-aided transcription services, written materials,telephone handset amplifiers, assistive listening systems, telephones compatible with hearing aids, closed caption decoders, open and closed captioning, telecommunications devices for deaf persons (TDDs), videotext displays, and exchange of written notes. 8 of 37 pages AAA Trans Sthamptn 17-18 ARTICLE I Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation • For individuals with vision impairments: qualified readers,taped texts, audio recordings, Brailed materials, large print materials, and assistance in locating items. • For individuals with speech impairments: TDDs, computer terminals, speech synthesizers, and communication boards. C. Additionally, consistent with the Civil Rights Act of 1964, Title VI,the Title VI regulations, federal Executive Order 13166, and the NYS Human Rights Law, all subcontractors are required by law to take reasonable steps to provide meaningful access to limited English proficient persons. All aging services providers are obligated to provide reasonable,timely, and appropriate language assistance to the limited English proficiency(LEP)populations each serves. Mandated Action: The Contractor shall,at a minimum, maintain a telephonic interpretation service contract or similar community arrangement with a language interpretation services provider of their choice no later than ninety(90)days after the effective date of this contract. The Contractor's staff for this program with public contact must be aware of,and trained in the timely and appropriate use of, these language services. The Contractor shall also ensure that LEP persons are informed of the availability of language assistance,free of charge, by providing written notice in languages LEP persons will understand at service locations. 9. Reporting Requirements a. Monthly Reports Monthly reports must be submitted to the Department on a form prescribed by the Department. Monthly reports are due to the Department by the eighth(8th) day of the month following the month being reported. These reports shall contain, at a minimum,the following categories of information: i. Units of service: one (1) unit is equal to each(1) one-way trip per person. ii. The number of individuals who have received transportation by the Contractor under this Transportation Program Contract. iii. A monthly activity schedule showing the specific transportation services the Contractor will make available to the congregate participants that require transportation. iv. Mileage recordings. b. Electronic Reporting i. The Contractor shall maintain electronic records on all program participants using the most currently approved form provided by the Department and compliant with State and Federal reporting requirements. Data for all participants must be updated monthly. ii. In order to comply with electronic reporting requirements,the Contractor must have adequate computer equipment and software available to support the approved form. iii. Transportation units and unduplicated number of persons served must be entered electronically in Peer Place or in subsequent County approved computer systems. All participant data must be entered completely by the eighth(8th) of each month for the previous months' data. 9 of 37 pages AAA Trans Sthamptn 17-18 ARTICLE I Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation 10. Incident Reporting The Contractor will report at least verbally to the Department,within twenty-four(24)hours any incidents involving all instances of claims,costs,damages,and injuries to persons or property of whatsoever kind arising out of services provided under this Contract. A written follow-up of such incidents shall be sent to the Department within five (5) days of the occurrence. The Contractor further agrees to send the Department copies of all"notices of claim"relating to the program covered in this Contract. 11. Confidentiality a. The Contractor agrees that no personal information obtained from an individual in conjunction with this program shall be disclosed in a form in which it is identified with the individual without such individual's written consent to such disclosure,except to the Department. b. In the case of a request by the Department for names and addresses of individuals participating in the program,the Contractor shall furnish such information as requested. Failure to comply with a request by the Department for such information shall be deemed a material breach of this Contract and shall result in a freeze on all monies due and owing to the Contractor until compliance by the Contractor. 12. Promotions and Advertisements a. Any references to transportation services provided under this Contract must include due recognition to New York State Office for the Aging. The Contractor must include the express acknowledgement as follows: "This service has been provided with financial assistance, in whole or in part through a grant from the New York State Office for the Aging." b. The provisions of this paragraph shall prevail over any conflicting provisions of Article III, paragraph 20. 13. Contributions The Contractor agrees to inform each recipient of the service of the opportunity to make a completely voluntary and anonymous contribution toward the cost of the service. Service may not be denied, however, if a person is unable or unwilling to make a contribution. The Contractor must maintain an audit trail of all incoming contributions and make monthly reports of any contributions received. Monthly contributions will be deducted from monthly expenditures to arrive at net reimbursement. All contributions must be used to enhance services. All printed materials used for the program must include the sources of funding for the program and must include the following information: Contributions to this (these) service(s) are completely voluntary and anonymous. Services will not be denied because of inability or unwillingness to contribute. Any contribution you wish to make will be used to expand the program and will be greatly appreciated. 14. Participant Comments & Satisfaction Surveys Pursuant to the NYS Office for the Aging Regulations Section 6654.8,the Contractor shall develop and implement procedures to obtain the views of program participants about the services they receive. Copies of records of such views shall be maintained for at least five (5)program years and shall be available to the Department for inspection upon request. Such method shall respect the client's right to confidentiality. In any event, at the conclusion of the service, but not less often than annually, the 10 of 37 pages AAA Trans Sthampfi 17-18 ARTICLE I Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Contractor shall send each recipient an evaluation letter and survey in the form approved by the Department, informing him/her of the sources of funding for the program and including the following information: Contributions are welcomed and are used to expand this service. 15. Monitoring a. Program The Contractor agrees to permit the Department's staff and staff of the New York State Office for the Aging to review programmatic records at any time. b. Fiscal As required,the Department's fiscal staff may examine or review evidence regarding the existence, time and classification of financial transactions,which are charged to the program for reimbursement. To obtain this evidence,the fiscal staff will examine documentary evidence including financial verification by actually observing or counting certain assets(e.g.case, food inventory, equipment and supplies)to establish their physical existence. 16. Grievance Procedures In accordance with §306 (a) (10) of the Older Americans Act, as amended(OAA),the Department has established a process for resolving complaints from older persons who are dissatisfied with or denied services funded under Title III of the Act. The Contractor shall comply with the requirements of the Grievance Procedures as set forth in Article IA. 11 of 37 pages AAA Trans Sthamptn 17-18 ARTICLE I Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Contractor's Proposal & Response for Equal Access & Targeting AAA Transportation End of Article I 12 of 37 pages Southold 17-18 ARTICLE I KAREN MCLAUGHLIN �FFQ( Nutrition Program Town Director of Human NQS �C� Home Delivered Meals O G Case Management Services Town of Southold =� y� Essential Transportation P.O.Box 85 C Senior Adult Day H Z Care/Katinka House 750 Pacific Street �y O � � Alzheimer's Day Care Mattituck,NY 11952 Tel.(631)298-4460 y O� Telephone Reassurance Fax(631)298-4462 '�0,( `t►a Residential Repair Town of Southold AAA Transportation Services Narrative April 1, 2017-March 31, 2018 Southold Town Senior Services currently provides both regular route and demand responsive transportation services to senior residents of Southold Town.Given the rural nature of our area coupled with the lack of other reliable, efficient and affordable transportation alternatives, seniors are often isolated and unable to access services vital to their continued independence,health and well-being. Southold Town Senior Services is proposing to continue our current program for demand responsive transportation services for both medical escort assistance and other essential services. For the 4/1/16-3/31/17 program year, Southold Town Senior Services provided 1,169 one way passenger trips for essential medical and non-medical transportation for senior consumers. We provide medical transportation throughout Suffolk County and do not restrict travel within town boundaries.Given these factors, our current transportation services are maximized. At present,appointments are scheduled months in advance and seniors new to the program often cannot access our services readily as availability is limited to a first come first serve basis. We have also experienced an increased demand for transportation to oncology, radiation and physical therapy appointments which are usually concentrated over a longer period of time.This funding will allow us to supplement our existing program by allocating additional hours of service to enhance availability and reduce the advance scheduling requirements that often limits access to many seniors who need more immediate and/or long term assistance. AAA Transportation funding will be applied to cover a designated portion of our overall service.The Town Director of Human Services will oversee implementation of the program and program staff will directly supervise transportation staff. Equal Access to Services and Targeting Plan The population of aged 60+residents in Southold Town is approximately 32.23% according to 2010 census data.Targeting and expanded outreach efforts will continue to be a major priority for the upcoming year. In following guidelines set forth under the Older Americans Act, Southold Town Senior Services continues our commitment to our goal of providing residential repair services to underserved and/or minority elderly residents. According to the 2010 U.S. Census, 3.47%of the elderly residents in Southold Town are minority.Our percentage of minority seniors served was 6.2%which exceeded our targeting goal of 3.47%. For the 2016-17 program year our unduplicated transportation service was delivered to 145 seniors which also exceeded the 110 projected.Our 1,169 one way passenger trips were slightly below our projections of 1,400 for the year. For the 2017-18 program year,our goal is to provide 1,200 units of service to 95 unduplicated seniors. Southold Town Senior Services will ensure access for services to the four target groups which have the greatest economic and social needs. These groups include minorities, low income, frail and vulnerable persons aged 60 and older. Targeted groups for improved service will also include those with Limited English Proficiency(LEP), lesbian, gay, bisexual,and transgender(LGBT)older adults. Ensuring equal access to language services for all is a high priority and is achieved through a contract that has been established with Propio Language Services. Staff is aware of and trained in the timely and appropriate use of these languages services.As a contractor with SCOFA,we will fully comply with requirements of both the Equal Access to Services and Targeting Policy(12-PI 08)and the Telephonic Interpretation Policy(12-IM-03)to meet our goal of increasing access to the most vulnerable elderly, particularly those with limited English proficiency. Staff will ensure that those with limited English proficiency(LEP)are informed of the availability of FREE language interpretation assistance by providing written notice in languages the LEP person will understand at service locations. In addition, signs are posted at the entrance of our senior center that highlight the free service available to all seniors. We will also provide information on the Town's website informing Southold residents, community service organizations and local churches about the available language assistance.Access will also be provided via the Southold Town Justice Court's comprehensive list of court interpreters available pursuant to section 387 of the Judiciary Law. We have increased visibility and expanded access to our services. In addition to existing print outreach, i.e.brochures,newspapers, senior center menus and activity calendars,we are featured in Eastern Long Island Hospital's Seniors Options and Solutions Program newsletter which enjoys town wide distribution.The website for Town of Southold www.southoldtownny.gov is a great resource and all activities, program announcements and updates are posted weekly. Important links for programs and services and related forms can be easily accessed. Community Action for Southold Town's new Director,Cathy Demeroto,continues to communicate with our staff on referrals involving individuals 60 years of age and older. Since CAST serves a large minority component,this is an effective association.CAST also rotates through our community services room at the center to improve service access to vulnerable seniors. Lastly, local physicians' offices have been providing information on our service to seniors and have been referring them to our office or scheduling appointments on their behalf. Lynne Richards, Southold Town Disabilities and ADA Coordinator retired recently but the Town is committed to filling the position by years end.This staffer will be charged with providing advocacy to town residents with disabilities and their families. Seniors with disabilities will continue to be provided with access to various services including ADA compliance questions/complaints and can receive assistance in identifying and applying for services, including help with transportation assistance referrals to our program or to SCAT. In 2010 Southold Senior Services partnered with the North Fork Woman for Woman Fund in their NYSOFA's Community Empowerment Aging in Place Grant Program to expand and enhance awareness of available services to the lesbian community on the North Fork. In 2011, we initiated a working relationship with the SAGE organization to increase a shared awareness of available activities and services to the LGBT community and we continue to provide our senior community with their current information and outreach events. In 2015, Southold Senior Services partnered with the Nassau-Suffolk Hospital Council and became a host site for the Consumer Assistance for the Ages, Certified Blind and Certified Disabled Program. An Application Assistance Enroller is on site one day monthly to help qualified individuals apply for health insurance coverage specific to their needs. Additional outreach efforts include: • Program highlighted in the Town-wide newsletter and quarterly recreation bulletin that is mailed to all households and placed brochures about town, in pharmacies, medical offices, & libraries. • Featured in the Suffolk Times in articles,columns and editorials. • Referrals from Caseworkers for the homebound meals-on-wheels participants • Information provided to local service agencies and hospitals. • Word of mouth from satisfied seniors. • Church Bulletins. • Featured on Southold Town Government Cablevision Channel 22. • Announcements at the local senior meetings and monthly caregivers group. • In contract with WLNG Radio to provide frequent and regular PSA's on senior programs offered. • Outreach efforts will include staffed informational tables at hamlet post offices and grocery stores to reach more seniors. • Working with Southold Police Department in identifying and referring isolated, frail and vulnerable seniors at risk to our services. • Community speaking engagements to local civic groups and community organizations. Law No. 18—AG IFMS No.00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Article 1A Grievance Procedures I. Purpose A. In accordance with § 306(a)(10) of the Older Americans Act, as amended(OAA), Suffolk County Office for the Aging has established the following process for resolving the complaints from older persons who are dissatisfied with or denied services funded under Title III of the Act. II. Notifying Participants of Right to File Grievance A. The Contractor shall notify participants and applicants of their right to file a grievance, as follows: 1) A summary of the procedures, including a statement that assistance to file shall be provided to older persons, must be prominently posted at service delivery sites or offices at which participants and service applicants apply for services. Summaries shall also be written in languages other than English where needed to serve the client/applicant population. 2) In-home services participants shall be informed of the grievance procedures through written and verbal statements provided to them upon assessment and/or reassessment for services. B. Denial of Service. Any participant or applicant who is denied Title III services must be given the reasons for the denial. For housekeeping, homemaker, home delivered meals, case management, and other services for which written applications are made, the denial shall be confirmed in writing and the applicant informed of the right to file a grievance and of the individual to whom the grievance shall be addressed. For congregate meals, transportation, recreation, and other services which are applied for by telephone or verbally in person, the client may be told of the right to file a grievance verbally. III. Grievance Process A. Filing of Grievance 1) Participants must submit their grievances in writing to the person(s)that has been designated by a service provider to conduct the initial review. The reviewer may be the director of the service provider agency, or any other person designated by such director who is not familiar with or otherwise involved in the particular grievance. 13 of 37 pages ARTICLE I Law No. 18—AG IFMS No. 00000008561 • Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation 2) The grievance should be filled within thirty (30)days of denial, reduction, or termination of services, or of the event or circumstance with which the participant is dissatisfied. The service provider may grant an extension for good cause shown. 3) The grievance should be filed on the enclosed form,which shall include a written statement setting forth in detail the date,time, and circumstances that are the basis of the complaint. B. Investigation and Response to Grievance 1) The designated reviewer who performs the initial review shall investigate the grievance. If appropriate, this may include meeting with the grievant and/or other persons involved in the action(s)complained of or in the denial of services. The reviewer shall review all pertinent facts and/or documents, and shall determine whether the complained-of agency action or determination was consistent with applicable federal and State laws, regulations, and policies. 2) The designated reviewer shall prepare and send a written response to the grievant within fifteen (15) days after the grievance is filled. The response shall set forth the circumstances relating to the grievance,the action requested by the grievant, the findings of the reviewer, a proposed remedial action, if any, and an explanation of the determination, including the facts relied upon. A copy of its decision must be forwarded to the Director of the Suffolk County Office for the Aging. 3) The designated reviewer shall create and maintain a Complaint File consisting of the grievance form, all documents and/or information relied upon in making a determination, and the written response described above. C. Appeal of Initial Response/Decision. If the complaint has been handled by a service provider agency under subcontract to the Suffolk County Office for the Aging and the grievant is not satisfied with the determination reached by such service provider,the grievant has the right to further review as follows: 1) The grievant may initiate a request for subsequent review by the Suffolk County Office for the Aging Director, P.O. Box 6100, Hauppauge,New York 11788-0099 within twenty(20)calendar days following receipt of notification by the service provider agency of its decision. 2) The Suffolk County Office for the Aging Director shall request, and the subcontractor agency shall provide, copies of the Complaint File. The Suffolk County Office for the Aging Director will review the materials to ensure that pertinent policies and procedures have been applied and 14 of 37 pages ARTICLE I Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation followed. If appropriate, the Suffolk County Office for the Aging Director or his/her designee will meet with the grievant to allow for an opportunity to present information about the grievance. 3) If policies and procedures have been adhered to, the Suffolk County Office for the Aging's Director will not overturn the decision of its subcontractor agency. If proper policies and procedures have not been applied, the Suffolk County Office for the Aging reserves the right to overturn the decision. The subsequent review shall be completed within forty-five (45)days of receipt of the request by the grievant and the grievant will be promptly notified in writing of the result of the subsequent review. IV. Recordkeepina The service provider agency which is handling the grievance shall keep a file, for six(6)years, of all relevant documents and records. This shall include at a minimum: the initial grievance; any investigative reports; any written response submitted by the Suffolk County Office for the Aging or service provider agency; any documents or other records submitted by any party;the written Initial Response of the agency; and, if applicable,the notice to the grievant of the right to appeal. V. Confidentiality No information, documents, or records relating to a grievance shall be disclosed by program staff or volunteers in a form capable of identifying the grievant without the written informed consent of the grievant unless the disclosure is required by court order or program monitoring by authorized agencies. 15 of 37 pages ARTICLE I Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation COMPLAINT LETTER FORM Service Provider Letterhead Instructions Please complete both sides of this form. If assistance is needed in completing this form, you may contact (Name and phone). Completed forms should be sent to: Service Provider contact person and address This form must be filed within (30) calendar days of the event or action complained of unless you are granted an extension for good cause. I am requesting a review of the following grievance: ❑ I was denied service. ❑ I am not satisfied with the quality of service or an activity provided by your agency or by your service provider. ❑ I have the following grievance (briefly describe): Date/estimated date of the event or action complained of: Please describe in details what happened or what your grievance is (if you need extra space, use back side of this form): 16 of 37 pages ARTICLE I Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Please state, if you know,what relief you are seeking: Signed: Name(print): Date: Address: Phone Number: 17 of 37 pages ARTICLE I Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Article II Definitions d. the Contractor's failure to comply with any Federal,State or local law,rule,or regulation,and 1. Meanings of Terms County policies or directives;or As used herein: e. the Contractor's bankruptcy or insolvency;or "Audit of Financial Statements"means the examination by f. the Contractor's failure to cooperate in an Audit of the Comptroller and any Federal or State auditing authority of Financial Statements;or the financial statements of the Contractor resulting in the publication of an independent opinion on whether or not those g. the Contractor's falsification of records or reports, financial statements are relevant,accurate,complete,and fairly misuse of funds,or malfeasance or nonfeasance in presented. financial record keeping arising out of, or in connection with,any contract with the County;or "Budget"means the Contractor's summary or plan of all intended revenue,whether received in the form of fees,grants,County h. the Contractor's failure to submit, or failure to funding,or any other source,and expenditures necessary to render the timely submit,documentation to obtain Federal or Services. State funds;or "Budget Deficiency Plan" means an analysis of the cost of the i. the inability of the County or the Contractor to Services,changes in fiscal conditions,and required modifications to the obtain Federal or State funds due to any act or Contract to continue to render the Services. omission of the Contractor;or "Comptroller"means the Comptroller of the County of Suffolk. j. any condition that the County determines, in its sole discretion,is dangerous. "Contract"means all terms and conditions of this Contract forming all rights and obligations of the Contractor and the County. "Federal"means the United States government, its departments,and agencies. "Contractor"means the signatory corporation, its officers, officials, employees, agents, servants, sub-contractors, and any successor or "Fringe Benefits"means non-wage benefits which accompany,or are assign of any one or more of the foregoing performing the Services. in addition to, a person's salary, such as paid insurance, sick leave, profit-sharing plans,paid holidays,and vacations. "County"means the County of Suffolk,its departments,and agencies. "Fund Source" means any direct or indirect sum payable to the "County Attorney" means the County Attorney of the County of Contractor by the County pursuant to any lawful obligation. Suffolk. "Legislature"means the Legislature of the County of Suffolk. "Department"means the signatory department approving the Contract. "Management Letter" means a letter certified as true by the "Engineering Services" means the definition of the practice of Contractor's certified public accountant or chief financial officer of engineering and the definition of practice of land surveying,as the case findings and recommendations for improvements in internal fiscal may be,under Section 7201 and Section 7203 of the State Education control that were identified during an Audit of Financial Statements,but Law,respectively. which were not required to be included in an audit report. "Event of Default"means "Municipal Corporation"means a town,village,or school district. a. the Contractor's failure to perform any duty "Services"means all that which the Contractor must do,and any part required of it under paragraphs 1(b)-(e)of Article thereof arising out of,or in connection with,the Contract as described III of the Contract;or in Article I"Description of Services." b. the Contractor's failure to maintain the amount and "State"means the State of New York. types of insurance with an authorized insurer as required by the Contract;or "Statement of Other Contracts" means a complete list of all other contracts under which money has been or will be paid to the Contractor C. the Contractor's failure to maintain insurance from the County, Federal, or State governments, or a Municipal required by the Contract with an insurer that has Corporation, and (i) which are currently in effect or(ii)which have designated the New York Superintendent of expired within the past twelve(12)months and have not been renewed. Insurance as its lawful agent for service of process; or "Suffolk County Payment Voucher"means the document authorized 18 of 37 pages ARTICLE II Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation and required by the Comptroller for release of payment. "Term"means the time period set forth on page one of the Contract and,if exercised by the County,the option period. 2. Elements of Interpretation Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa. Words importing persons shall include firms, associations, partnerships(including limited partnerships),trusts,corporations,and other legal entities,including public bodies,as well as natural persons, and shall include successors and assigns. Capitalized terms used,but not otherwise defined,herein,shall have the meanings assigned to them in the Contract. End of Text for Article II 19 of 37 pages ARTICLE II Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Article III generality of the foregoing, if any part of the General Terms and Conditions Contract remains to be performed, and the termination of the license does not affect the 1. Contractor Responsibilities Contractor's ability to render the Services, every other term and provision of the Contract shall be a. Duties and Obligations valid and enforceable to the fullest extent permitted by law. i.) It shall be the duty of the Contractor to discharge, or cause to be discharged, all of its d. Documentation of Professional Standards responsibilities,and to administer funds received in the interest of the County in accordance with the The Contractor shall maintain on file, in one location in provisions of the Contract. Suffolk County, all records that demonstrate that it has complied with sub-paragraphs(b)and(c)above. The address The Contractor shall promptly take all of the location of the aforesaid records and documents shall action as may be necessary to render the Services. be provided to the County no later than the date of execution of the Contract. Such documentation shall be kept, iii.) The Contractor shall not take any action maintained,and available for inspection by the County upon that is inconsistent with the provisions of the twenty-four(24)hours notice. Contract. e. Credentialing iv.) Services provided under this Contract shall be open to all residents of the County. i.) In the event that the Department,or any division thereof,maintains a credentialing process b. Qualifications, Licenses, and Professional to qualify the Contractor to render the Services,the Standards Contractor shall complete the required credentialing process. In the event that any State The Contractor represents and warrants that it has,and shall credential, registration, certification or license, continuously possess,during the Term,the required licensing, Drug Enforcement Agency registration, or education,knowledge,experience,and character necessary to Medicare or Medicaid certification is restricted, qualify it to render the Services. suspended,or temporarily or permanently revoked, it is the duty of the Contractor to contact the The Contractor shall continuously have during the Term all Department,or division thereof,as the case may be, required authorizations, certificates, certifications, in writing, no later than three(3)days after such registrations,licenses,permits,and other approvals required restriction,suspension,or revocation. by Federal, State, County, or local authorities necessary to qualify it to render the Services. ii.) The Contractor shall forward to the Department,or division thereof,as the case may be, C. Notifications on or before July I of each year during the Term,a complete list of the names and addresses of all i.) The Contractor shall immediately notify persons providing the Services, as well as their the County, in writing, of any disciplinary respective areas of certification, credentialing, proceedings, commenced or pending, with any registration,and licensing. authority relating to a license held by any person necessary to qualify him,her,or the Contractor to f. Engineering Certificate perform the Services. In the event that the Contract requires any Engineering ii.) In the event that a person is no longer Services,the Contractor shall submit to the County,no later licensed to perform the Services, the Contractor than the due date for submission for approval of any must immediately notify the County, but in no engineering work product, the Certificate of Authorization event shall such notification be later than five(5) ("Certificate"), issued pursuant to § 7210 of the New York days after a license holder has lost the license Education Law,of every person performing any Engineering required to qualify the license holder or the Services. The failure to file, submit, or maintain the Contractor to perform the Services. Certificate shall be grounds for rejection of any engineering work product submitted for approval. iii.) In the event that the Contractor is not able to perform the Services due to a loss of 2. Termination license,the Contractor shall not be reimbursed for the Services rendered after the effective date of a. Thirty Days Termination termination of such license. Without limiting the 20 of 37 pages ARTICLE III Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation The County shall have the right to terminate the Contract incurred by the County, its agents, servants, officials, and without cause,for any reason,at any time,upon such terms employees in any action or proceeding arising out of,or in and conditions it deems appropriate,provided,however,that connection with,the Contract. no such termination shall be effective unless the Contractor is given at least thirty(30)days notice. b. The Contractor hereby represents and warrants that it will not infringe upon any copyright in performing the b. Event of Default;Termination on Notice Services. The Contractor agrees that it shall protect, indemnify,and hold harmless the County,its agents,servants, i.) The County may immediately terminate officials,and employees from and against all liabilities,fines, the Contract, for cause, upon such terms and penalties, actions, damages, claims, demands, judgments, conditions it deems appropriate, in the Event of losses,suits or actions,costs,and expenses arising out of any Default. claim asserted for infringement of copyright, including reimbursement of the cost of reasonable attorneys' fees ii.) If the Contractor defaults under any other incurred by the County, its agents, servants, officials, and provision of the Contract, the County may employees in any action or proceeding arising out of or in terminate the Contract, on not less than five(5) connection with any claim asserted for infringement of days notice, upon such terms and conditions it copyright. deems appropriate. C. The Contractor shall defend the County,its agents, C. Termination Notice servants, officials, and employees in any proceeding or action, including appeals, arising out of, or in connection Any notice providing for termination shall be delivered as with, the Contract, and any copyright infringement provided for in paragraph 27 of this Article III. proceeding or action.Alternatively,at the County's option, the County may defend any such proceeding or action and d. Duties upon Termination require the Contractor to pay reasonable attorneys' fees or salary costs of County employees of the Department of Law i.) The Contractor shall discontinue the for the defense of any such suit. Services as directed in the termination notice. 4. Insurance ii.) Subject to any defenses available to it, the County shall pay the Contractor for the a. The Contractor shall continuously maintain,during Services rendered through the date of termination. the Term of the Contract,insurance in amounts and types as follows: iii.) The County is released from any and all liability under the Contract,effective as of the date of the termination notice. i.) Commercial General Liability insurance, including contractual liability coverage, in an iv.) Upon termination, the Contractor shall amount not less than Two Million Dollars reimburse the County the balance of any funds ($2,000,000.00) per occurrence for bodily injury advanced to the Contractor by the County no later and Two Million Dollars ($2,000,000.00) per than thirty (30) days after termination of the occurrence for property damage. The County shall Contract. The provisions of this subparagraph shall be named an additional insured. survive the expiration or termination of the Contract. ii.) Automobile Liability insurance (if any non-owned or owned vehicles are used by the V.) Nothing contained in this paragraph shall Contractor in the performance of the Contract)in be construed as a limitation on the County's rights an amount not less than Five Hundred Thousand set forth in paragraphs 1(c) (iii) and 8 of this Dollars($500,000.00)per person,per accident,for Article III. bodily injury and not less than One Hundred Thousand Dollars ($100,000.00) for property 3. Indemnification and Defense damage per occurrence.The County shall be named an additional insured. a. The Contractor shall protect,indemnify,and hold harmless the County, its agents, servants, officials, and iii.) Workers'Compensation and Employer's employees from and against all liabilities, fines, penalties, Liability insurance in compliance with all actions,damages,claims,demands,judgments,losses,suits applicable New York State laws and regulations or actions, costs,and expenses caused by the negligence or and Disability Benefits insurance, if required by any acts or omissions of the Contractor, including law. The Contractor shall furnish to the County, reimbursement of the cost of reasonable attorneys' fees prior to its execution of the Contract, the 21 of 37 pages ARTICLE III Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation documentation required by the State of New York 5. Independent Contractor Workers' Compensation Board of coverage or exemption from coverage pursuant to§§57 and 220 The Contractor is not, and shall never be, considered an of the Workers'Compensation Law. In accordance employee of the County for any purpose. Notwithstanding with General Municipal Law §108, the Contract anything contained in this Contract,the Contract shall not be shall be void and of no effect unless the Contractor construed as creating a principal-agent relationship between shall provide and maintain coverage during the the County and the Contractor or the Contractor and the Term for the benefit of such employees as are County,as the case may be. required to be covered by the provisions of the Workers'Compensation Law. 6. Severability iv.) Professional Liability insurance in an It is expressly agreed that if any term or provision of this amount not less than Two Million Dollars Contract, or the application thereof to any person or ($2,000,000.00) on either a per-occurrence or circumstance, shall be held invalid or unenforceable to any claims-made coverage basis, extent, the remainder of the Contract, or the application of such term or provision to persons or circumstances other than b. The County may mandate an increase in the liability those as to which it is held invalid or unenforceable,shall not limits set forth in the immediately preceding paragraphs be affected thereby,and every other term and provision of the (4)(a)(i),(ii),and(iv). Contract shall be valid and shall be enforced to the fullest extent permitted by law. C. All policies providing such coverage shall be issued by insurance companies authorized to do business in New 7. Merger;No Oral Changes York with an A.M.Best rating of A-or better. It is expressly agreed that the Contract represents the entire d. The Contractor shall furnish to the County,prior to agreement of the parties and that all previous understandings the execution of the Contract, declaration pages for each are herein merged in the Contract. No modification of the policy of insurance, other than a policy for commercial Contract shall be valid unless in written form and executed by general liability insurance, and upon demand, a true and both parties. certified original copy of each such policy evidencing compliance with the aforesaid insurance requirements. 8. Set-Off Rights e. In the case of commercial general liability insurance The County shall have all of its common law,equitable,and and business use automobile insurance,the Contractor shall statutory rights of set-off. These rights shall include,but not furnish to the County,prior to the execution of the Contract,a be limited to,the County's option to withhold from a Fund declaration page or insuring agreement and endorsement page Source an amount no greater than any sum due and owing to evidencing the County's status as an additional insured on the County for any reason. The County shall exercise its set- said policy, and upon demand, a true and certified original off rights subject to approval by the County Attorney. In copy of such policy evidencing compliance with the aforesaid cases of set-off pursuant to a Comptroller's audit,the County insurance requirements. shall only exercise such right after the finalization thereof, and only after consultation with the County Attorney. E All evidence of insurance shall provide for the County to be notified in writing thirty(30)days prior to any 9. Non-Discrimination in Services cancellation,nonrenewal,or material change in the policy to which such evidence relates. It shall be the duty of the a. The Contractor shall not, on the grounds of race, Contractor to notify the County immediately of any creed, color, national origin, sex, age, disability, sexual cancellation,nonrenewal,or material change in any insurance orientation,military status,or marital status policy. i.) deny any individual the Services g. In the event the Contractor shall fail to provide provided pursuant to the Contract;or evidence of insurance,the County may provide the insurance ii.) provide the Services to an individual that required in such manner as the County deems appropriate and is different, or provided in a different deduct the cost thereof from a Fund Source. manner, from those provided to others pursuant to the Contract;or h. If the Contractor is a Municipal Corporation and iii.) subject an individual to segregation or has a self-insurance program under which it acts as a self- separate treatment in any matter related insurer for any of such required coverage,the Contractor shall to the individual's receipt of the Services provide proof, acceptable to the County, of self-funded provided pursuant to the Contract;or coverage. iv.) restrict an individual in any way from any advantage or privilege enjoyed by 22 of 37 pages ARTICLE III Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation others receiving the Services provided conduct which would cause a reasonable person to believe pursuant to the Contract;or that he or she is likely to be engaged in acts that create a treat an individual differently from others substantial conflict between its obligations under the Contract in determining whether or not the and its private interests. The Contractor is charged with the individual satisfies any eligibility or duty to disclose to the County the existence of any such other requirements or conditions which adverse interests, whether existing or potential. This duty individuals must meet in order to receive shall continue as long as the Term.The determination as to the Services provided pursuant to the whether or when a conflict may potentially exist shall Contract. ultimately be made by the County Attorney after full disclosure is obtained. b. The Contractor shall not utilize criteria or methods of administration which have the effect of subjecting 14. Cooperation on Claims individuals to discrimination because of their race, creed, color,national origin,sex,age,disability,sexual orientation, The Contractor and the County shall render diligently to each military status, or marital status, or have the effect of other, without compensation, any and all cooperation that substantially impairing the Contract with respect to may be required to defend the other party,its employees and individuals of a particular race,creed,color,national origin, designated representatives, against any claim, demand or sex, age, disability, sexual orientation, military status, or action that may be brought against the other party, its marital status,in determining: employees or designated representatives arising out of,or in connection with,the Contract. i.) the Services to be provided;or 15. Confidentiality ii.) the class of individuals to whom,or the situations in which,the Services will be Any document of the County,or any document created by the provided;or Contractor and used in rendering the Services,shall remain the property of the County and shall be kept confidential in iii.) the class of individuals to be afforded an accordance with applicable laws,rules,and regulations. opportunity to receive the Services. 16. Assignment and Subcontracting 10. Nonsectarian/Nonpartisan Declaration a. The Contractor shall not delegate its duties under The Services performed under the Contract are secular and the Contract,or assign,transfer,convey,subcontract,sublet, non partisan in nature. No funds received pursuant to the or otherwise dispose of the Contract,or any of its right,title Contract shall be used for sectarian purposes or to further the or interest therein, or its power to execute the Contract, or advancement of any religion, candidate or partisan effort.. assign all or any portion of the moneys that may be due or The Services will be available to all eligible individuals become due hereunder, (collectively referred to in this regardless of religious belief or political affiliation. paragraph 16 as"Assignment"),to any other person,entity or thing without the prior written consent of the County,and any attempt to do any of the foregoing without such consent shall 11. Governing Law be void ab initio. The Contract shall be governed by, and construed in b. Such Assignment shall be subject to all of the accordance with,the laws of the State of New York,without provisions of the Contract and to any other condition the regard to conflict of laws.Venue shall be designated in the County requires. No approval of any Assignment shall be Supreme Court, Suffolk County, the United States District construed as enlarging any obligation of the County under the Court for the Eastern District of New York,or,if appropriate, terms and provisions of the Contract. No Assignment of the a court of inferior jurisdiction in Suffolk County. Contract or assumption by any person of any duty of the Contractor under the Contract shall provide for,or otherwise 12. No Waiver be construed as, releasing the Contractor from any term or provision of the Contract. It shall not be construed that any failure or forbearance of the County to enforce any provision of the Contract in any 17. Changes to Contractor particular instance or instances is a waiver of that provision. Such provision shall otherwise remain in full force and effect, a. The Contractor may,from time to time,only with notwithstanding any such failure or forbearance. the County's written consent,enter into a Permitted Transfer. For purposes of the Contract,a Permitted Transfer means: 13. Conflicts of Interest i.) if the Contractor is a partnership, the The Contractor shall not,during the Term,pursue a course of withdrawal or change, whether 23 of 37 pages ARTICLE III Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation voluntary,involuntary or by operation of Contractor;and law, of the partners, or transfer of partnership interests (other than the A.) such other information as the County purchase of partnership interests by may reasonably require. existing partners,by the partnership itself or the immediate family members by d. The County agrees that any request for its consent reason of gift, sale or devise), or the to a Permitted Transfer shall be granted, provided that the dissolution of the partnership without transfer does not violate any provision of the Contract,and immediate reconstitution thereof,and the transferee has not been convicted of a criminal offense as described under Article II of Chapter 189 of the Suffolk ii.) if the Contractor is a closely held County Code. The County shall grant or deny its consent to corporation (i.e. whose stock is not any request of a Permitted Transfer within twenty(20)days publicly held and not traded through an after delivery to the County of the Transfer Notice, in exchange or over the counter): accordance with the provisions of Paragraph 27 of Article III of the Contract. If the County shall not give written notice to 1. the dissolution, merger, the Contractor denying its consent to such Permitted Transfer consolidation or other (and setting forth the basis for such denial in reasonable reorganization of the detail)within such twenty(20)-day period,then the County Contractor;and shall be deemed to have granted its consent to such Permitted Transfer. 2. the sale or other transfer of twenty percent(20%)or more e. Notwithstanding the County's consent, of the shares of the Contractor (other than to existing i.) the terms and conditions of the Contract shareholders, the corporation shall in no way be deemed to have been itself or the immediate family waived or modified;and members of shareholders by reason of gift,sale or devise). ii.) such consent shall not be deemed consent to any further transfers. b. If the Contractor is a not-for-profit corporation,a change of twenty percent (20%) or more of its shares or 18. No Intended Third Party Beneficiaries members shall be deemed a Permitted Transfer. The Contract is entered into solely for the benefit of the C. The Contractor shall notify the County in writing, County and the Contractor. No third party shall be deemed a which notice(the"Transfer Notice")shall include: beneficiary of the Contract and no third party shall have the right to make any claim or assert any right under the Contract. i.) the proposed effective date of the Permitted Transfer, which shall not be 19. Certification as to Relationships less than thirty(30)days nor more than one hundred eighty(180)days after the The Contractor certifies under penalties of perjury that,other date of delivery of the Transfer Notice; than through the funds provided in the Contract and other valid agreements with the County,there is no known spouse, ii.) a summary of the material terms of the life partner, business, commercial, economic, or financial proposed Permitted Transfer; relationship with the County or its elected officials. The Contractor also certifies that there is no relationship within iii.) the name and address of the proposed the third degree of consanguinity, between the Contractor, transferee; any of its partners, members, directors, or shareholders owning five(5%)percent or more of the Contractor,and the iv.) such information reasonably required by County. The foregoing certification shall not apply to a the County, which will enable the contractor that is a municipal corporation or a government County to determine the financial entity. responsibility,character,and reputation of the proposed transferee,nature of the 20. Publications proposed assignee/transferee's business and experience; Any book,article,report,or other publication related to the Services provided pursuant to this Contract shall contain the V.) all executed forms required pursuant to following statement in clear and legible print: Article IV of the Contract, that are required to be submitted by the "This publication is fully or partially funded 24 of 37 pages ARTICLE III Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation by the County of Suffolk." right to secure a patent for the discovery or invention. This paragraph shall survive any completion, expiration or 21. Copyrights and Patents termination of this Contract. a. Copyrights 22. Arrears to County Any and all materials generated by or on behalf of the Contractor warrants that, except as may otherwise be Contractor while performing the Services(including,without authorized by agreement, it is not in arrears to the County limitation,designs,images,video,reports,analyses,manuals, upon any debt,contract,or any other lawful obligation,and is films,tests,tutorials,and any other work product of any kind) not in default to the County as surety. and all intellectual property rights relating thereto ("Work Product')are and shall be the sole property of the County. The Contractor hereby assigns to the County its entire right, title and interest,if any,to all Work Product,and agrees to do all acts and execute all documents,and to use its best efforts 23. Lawful Hiring of Employees Law in Connection with to ensure that its employees, consultants, subcontractors, Contracts for Construction or Future Construction vendors and agents do all acts and execute any documents, necessary to vest ownership in the County of any and all In the event that the Contract is subpect to the Lawful Hiring Work Product. The Contractor may not secure copyright of Employees Law of the County of Suffolk,Suffolk County protection. The County reserves to itself,and the Contractor Code Article II of Chapter 353,as more fully set forth in the hereby gives to the County, and to any other person Article entitled"Suffolk County Legislative Requirements," designated by the County, consent to produce, reproduce, the Contractor shall maintain the documentation mandated to publish,translate,display or otherwise use the Work Product. be kept by this law on the construction site at all times. This paragraph shall survive any completion, expiration or Employee sign-in sheets and register/log books shall be kept termination of this Contract. on the construction site at all times and all covered employees, as defined in the law, shall be required to sign The County shall be deemed to be the author of all the Work such sign-in sheets/register/log books to indicate their Product. The Contractor acknowledges that all Work Product presence on the construction site during such working hours. shall constitute "work made for hire" under the U.S. copyright laws. To the extent that any Work Product does not 24. Certification Regarding Lobbying constitute a "work made for hire," the Contractor hereby assigns to the County all right,title and interest,including the Together with this Contract and as a condition precedent to right, title and interest to reproduce, edit, adapt, modify or its execution by the County, the Contractor shall have otherwise use the Work Product, that the Contractor may executed and delivered to the County the Certification have or may hereafter acquire in the Work Product,including Regarding Lobbying (if payment under this Contract may all intellectual property rights therein, in any manner or exceed $100,000) as required by Federal regulations, and medium throughout the world in perpetuity without shall promptly advise the County of any material change in compensation. This includes,but is not limited to,the right any of the information reported on such Certification, and to reproduce and distribute the Work Product in electronic or shall otherwise comply with,and shall assist the County in optical media,or in CD-ROM,on-line or similar format. complying with, said regulations as now in effect or as amended during the term of this Contract. b. Patents 25. Record Retention If the Contractor develops, invents, designs or creates any idea, concept, code, processes or other work or materials The Contractor shall retain all accounts,books,records,and during the Term, or as a result of any Services performed other documents relevant to the Contract for seven(7)years under the Contract("patent eligible subject matter"),it shall after final payment is made by the County. Federal, State, be the sole property of the County. The Contractor hereby and/or County auditors and any persons duly authorized by assigns to the County its entire right,title and interest,if any, the County shall have full access and the right to examine any to all patent eligible subject matter,and agrees to do all acts of said materials during said period. Such access is granted and execute all documents, and to use its best efforts to notwithstanding any exemption from disclosure that may be ensure that its employees, consultants, subcontractors, claimed for those records which are subject to nondisclosure vendors and agents do all acts and execute any documents, agreements, trade secrets and commercial information or necessary to vest ownership in the County of any and all financial information that is privileged or confidential patent eligible subject matter. The Contractor may not apply Without limiting the generality of the foregoing, records for or secure for itself patent protection. The County reserves directly related to contract expenditures shall be kept for a to itself,and the Contractor hereby gives to the County,and period of ten(10)years because the statute of limitations for to any other person designated by the County, consent to the New York False Claims Act(New York False Claims Act produce or otherwise use any item so discovered and/or the § 192)is ten(10)years. 25 of 37 pages ARTICLE III Law No. 18—AG IFMS No. 00000008561 ' Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation 26. Contract Agency Performance Measures and Reporting Requirements—Local Law No.41-2013 a. If payment under this Contract may exceed $50,000,it is subject to the requirements of Suffolk County Local Law No. 41-2013, a Local Law to Implement Performance Measurement to Increase Accountability and Enhance Service Delivery by Contract Agencies(Article VIII of Chapter 189 of the Suffolk County Code)as set forth in Article IV entitled "Suffolk County Legislative Requirements." b. The Contractor shall cooperate with the Department in all aspects necessary to help carry out the requirements of the Law.Based on criteria established by the Contractor in conjunction with the Department,the Contractor shall submit monthly reports regarding the Contractor's performance relative to the established criteria, on dates and times as specified by the Department. C. The Contractor shall submit an annual report to the Department regarding the Contractor's performance no later than July 31 of each year of the Term.All performance data and reports will be subject to audit by the Comptroller. 27. Notice Unless otherwise expressly provided, all notices shall be in writing and shall be deemed sufficiently given if sent by regular first class mail and certified mail, or personally delivered during business hours as follows: l.) to the Contractor at the address on page 1 of the Contract and 2.)to the County at the Department,or as to either of the foregoing, to such other address as the addressee shall have indicated by prior written notice to the addressor. All notices received by the Contractor relating to a legal claim shall be immediately sent to the Department and also to the County Attorney at H. Lee Dennison Building, 100 Veterans Memorial Highway, P.O.Box 6100,(Sixth Floor),Hauppauge,New York,11788- 0099. End of Text for Article III 26 of 37 pages ARTICLE III Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Application for County Compensation(Contract)." Article IV Suffolk County Legislative Requirements Suffolk County Living Wage Form LW-38;entitled"Suffolk County Department of Labor— Living Wage Unit Living NOTE: THE CONTRACTOR'S COMPLETED LEGISLATIVE Wage Certification/Declaration—Subject To Audit." REQUIRED FORMS REFERENCED HEREIN ARE AVAILABLE ON FILE AT THE DEPARTMENT NAMED ON 3. Use of County Resources to Interfere with Collective THE SIGNATURE PAGE OF THIS CONTRACT. Bargaining Activities It shall be the duty of the Contractor to read,become familiar 1. Contractor's/Vendor's Public Disclosure Statement with, and comply with the requirements of Article I of It shall be the duty of the Contractor to read,become familiar Chapter 803 of the Suffolk County Code. with, and comply with the requirements of section A5-8 of County Contractors (as defined by section 803-2) shall Article V of the Suffolk County Code. comply with all requirements of Chapter 803 of the Suffolk County Code,including the following prohibitions: Unless certified by an officer of the Contractor as being exempt from the requirements of section A5-8 of Article V of a. The Contractor shall not use County funds to assist, the Suffolk County Code, the Contractor represents and promote,or deter union organizing. wan-ants that it has filed with the Comptroller the verified public disclosure statement required by Suffolk County b. No County funds shall be used to reimburse the Administrative Code Article V,section A5-8 and shall file an Contractor for any costs incurred to assist,promote, update of such statement with the Comptroller on or before or deter union organizing. the 31st day of January in each year of the Contract's duration. The Contractor acknowledges that such filing is a C. No employer shall use County property to hold a material,contractual and statutory duty and that the failure to meeting with employees or supervisors if the file such statement shall constitute a material breach of the purpose of such meeting is to assist, promote, or Contract, for which the County shall be entitled, upon a deter union organizing. determination that such breach has occurred,to damages,in addition to all other legal remedies,of fifteen percent(15%) If the Services are performed on County property, the of the amount of the Contract. Contractor must adopt a reasonable access agreement, a neutrality agreement, fair communication agreement, non- Required Form: intimidation agreement, and a majority authorization card Suffolk County Form SCEX 22; entitled agreement. "Contractor's/Vendor's Public Disclosure Statement" If the Services are for the provision of human services and are 2. Living Wage Law not to be performed on County property,the Contractor must adopt,at the least,a neutrality agreement. It shall be the duty of the Contractor to read,become familiar Under the provisions of Chapter 803,the County shall have with,and comply with the requirements of Chapter 575,of the Suffolk County Code. the authority,under appropriate circumstances,to terminate the Contract and to seek other remedies as set forth therein, This Contract is subject to the Living Wage Law of the for violations of this Law. County of Suffolk. The law requires that, unless specific exemptions apply,all employers(as defined)under service Required Form: contracts and recipients of County financial assistance, (as Suffolk County Labor Law Form DOL-LO1;entitled"Suffolk defined) shall provide payment of a minimum wage to County Department of Labor—Labor Mediation Unit Union employees as set forth in the Living Wage Law. Such rate Organizing Certification/Declaration-Subject to Audit." shall be adjusted annually pursuant to the terms of the Suffolk County Living Wage Law of the County of Suffolk. Under 4. Lawful Hiring of Employees Law the provisions of the Living Wage Law,the County shall have the authority,under appropriate circumstances,to terminate It shall be the duty of the Contractor to read,become familiar the Contract and to seek other remedies as set forth therein, with, and comply with the requirements of Article II of for violations of this Law. Chapter 353 of the Suffolk County Code. Required Forms: This Contract is subject to the Lawful Hiring of Employees Law of the County of Suffolk. It provides that all covered Suffolk County Living Wage Form LW-1;entitled"Suffolk employers,(as defined),and the owners thereof,as the case County Department of Labor—Living Wage Unit Notice of may be,that are recipients of compensation from the County 27 of 37 pages ARTICLE IV Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation through any grant, loan, subsidy, funding, appropriation, working hours and all covered employees,as defined in the payment, tax incentive, contract, subcontract, license law,shall be required to sign such sign-in sheets/register/log agreement,lease or other financial compensation agreement books to indicate their presence on the site during such issued by the County or an awarding agency, where such working hours. compensation is one hundred percent(100%)funded by the County, shall submit a completed sworn affidavit (under Required Forms: penalty of perjury),the form of which is attached,certifying that they have complied,in good faith,with the requirements Suffolk County Lawful Hiring of Employees Law Form LHE- of Title 8 of the United States Code Section 1324a with 1;entitled"Suffolk County Department ofLabor—Notice Of respect to the hiring of covered employees(as defined)and Application To Certify Compliance With Federal Law (8 with respect to the alien and nationality status of the owners U.S.C. Section 1324a) With Respect To Lawful Hiring of thereof. The affidavit shall be executed by an authorized Employees." representative of the covered employer or owner,as the case may be;shall be part of any executed contract,subcontract, Suffolk County Lawful Hiring of Employees Law Form LHE- license agreement, lease or other financial compensation 2;entitled"Affidavit Of Compliance With The Requirements agreement with the County; and shall be made available to Of 8 U.S.C. Section 1324a With Respect To Lawful Hiring the public upon request. Of Employees" All contractors and subcontractors (as defined) of covered 5. Gratuities employers,and the owners thereof,as the case may be,that are assigned to perform work in connection with a County It shall be the duty of the Contractor to read,become familiar contract, subcontract, license agreement, lease or other with,and comply with the requirements of Chapter 664 of the financial compensation agreement issued by the County or Suffolk County Code. awarding agency, where such compensation is one hundred percent(100%) funded by the County, shall submit to the The Contractor represents and warrants that it has not offered covered employer a completed sworn affidavit(under penalty or given any gratuity to any official,employee or agent of the of perjury),the form of which is attached,certifying that they County or the State or of any political party,with the purpose have complied,in good faith,with the requirements of Title 8 or intent of securing an agreement or securing favorable of the United States Code Section 1324a with respect to the treatment with respect to the awarding or amending of an hiring of covered employees and with respect to the alien and agreement or the making of any determinations with respect nationality status of the owners thereof,as the case may be. to the performance of an agreement. The affidavit shall be executed by an authorized representative of the contractor,subcontractor,or owner,as 6. Prohibition Against Contracting with Corporations the case may be; shall be part of any executed contract, that Reincorporate Overseas subcontract, license agreement, lease or other financial compensation agreement between the covered employer and It shall be the duty of the Contractor to read,become familiar the County;and shall be made available to the public upon with, and comply with the requirements of sections A4-13 request. and A4-14 of Article IV of the Suffolk County Code. An updated affidavit shall be submitted by each such The Contractor represents that it is in compliance with employer,owner,contractor and subcontractor no later than sections A4-13 and A4-14 of Article IV of the Suffolk January I of each year for the duration of any contract and County Code. Such law provides that no contract for upon the renewal or amendment of the Contract, and consulting services or goods and services shall be awarded by whenever a new contractor or subcontractor is hired under the the County to a business previously incorporated within the terms of the Contract. U.S.A.that has reincorporated outside the U.S.A. The Contractor acknowledges that such filings are a material, 7. Child Sexual Abuse Reporting Policy contractual and statutory duty and that the failure to file any such statement shall constitute a material breach of the It shall be the duty of the Contractor to read,become familiar Contract. with, and comply with the requirements of Article II of Under the provisions of the Lawful Hiring of Employees Chapter 880 of the Suffolk County Code. Law, the County shall have the authority to terminate the The Contractor shall comply with Article II of Chapter 880, Contract for violations of this Law and to seek other remedies of the Suffolk County Code, entitled "Child Sexual Abuse available under the law. Reporting Policy,"as now in effect or amended hereafter or The documentation mandated to be kept by this law shall at of any other Suffolk County Local Law that may become all times be kept on site. Employee sign-in sheets and applicable during the term of the Contract with regard to register/log books shall be kept on site at all times during child sexual abuse reporting policy. 28 of 37 pages ARTICLE IV Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation accordance with the Contract, for which the County may 8. Non Responsible Bidder withhold payment, terminate the Contract or exercise such other remedies as may be appropriate in the circumstances. It shall be the duty of the Contractor to read,become familiar with, and comply with the requirements of Article II of Chapter 189 of the Suffolk County Code. 12. Safeguarding Personal Information of Minors Upon signing the Contract,the Contractor certifies that it has It shall be the duty of the Contractor to read,become familiar not been convicted of a criminal offense within the last ten with, and comply with the requirements of Suffolk County (10)years. The term"conviction" shall mean a finding of Local Law No. 20-2013, a Local Law to Safeguard the guilty after a trial or a plea of guilty to an offense covered Personal Information of Minors in Suffolk County. under section 189-5 of the Suffolk County Code under "Nonresponsible Bidder." All contract agencies that provide services to minors are required to protect the privacy of the minors and are strictly 9. Use of Funds in Prosecution of Civil Actions prohibited from selling or otherwise providing to any third Prohibited party,in any manner whatsoever,the personal or identifying information of any minor participating in their programs. It shall be the duty of the Contractor to read,become familiar with, and comply with the requirements of Article III of 13. Contract Agency Performance Measures and Chapter 893 of the Suffolk County Code. Reporting Requirements The Contractor shall not use any of the moneys,in part or in It shall be the duty of the Contractor to read,become familiar whole, and either directly or indirectly, received under the with, and comply with the requirements of Suffolk County Contract in connection with the prosecution of any civil Local Law No. 41-2013, a Local Law to Implement action against the County in any jurisdiction or any judicial or Performance Measurement to Increase Accountability and administrative forum. Enhance Service Delivery by Contract Agencies(Article VIII of Chapter 189 of the Suffolk County Code). 10. Youth Sports All contract agencies having a contract in excess of$50,000 It shall be the duty of the Contractor to read,become familiar shall cooperate with the contract's administering department with, and comply with Article III of Chapter 730 of the to identify the key performance measures related to the Suffolk County Code. objectives of the service the contract agency provides and shall develop an annual performance reporting plan. The All contract agencies that conduct youth sports programs are contract agency shall cooperate with the administering required to develop and maintain a written plan or policy department and the County Executive's Performance addressing incidents of possible or actual concussion or other Management Team to establish working groups to identify head injuries among sports program participants.Such plan or appropriate performance indicators for monthly evaluation of policy must be submitted prior to the award of a County the contract agency's performance measures. contract,grant or funding. Receipt of such plan or policy by the County does not represent approval or endorsement of 14. Suffolk County Local Laws Website Address any such plan or policy, nor shall the County be subject to any liability in connection with any such plan or policy. Suffolk County Local Laws,Rules and Regulations can be accessed on the homepage of the Suffolk County Legislature. It. Work Experience Participation End of Text for Article IV If the Contractor is a not-for-profit or governmental agency or institution,each of the Contractor's locations in the County at which the Services are provided shall be a work site for public-assistance clients of Suffolk County pursuant to Chapter 281 of the Suffolk County Code at all times during the Term of the Contract. If no Memorandum of Understanding("MOU")with the Suffolk County Department of Labor for work experience is in effect at the beginning of the Term of the Contract, the Contractor, if it is a not-for- profit or governmental agency or institution,shall enter into such MOU as soon as possible after the execution of the Contract and failure to enter into or to perform in accordance with such MOU shall be deemed to be a failure to perform in 29 of 37 pages ARTICLE IV Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Article V form(s)required by County or the Suffolk County General Fiscal Terms and Conditions Department of Audit and Control, shall be furnished to the County pursuant to,and as limited 1. General Payment Terms by,the Regulations for Accounting Procedures for Contract Agencies of the Suffolk County Department of Audit and Control. In addition to • a. Presentation of Suffolk County Payment any other remedies that the County may have, Voucher failure to supply the required documentation will In order for payment to be made by the County to disqualify the Contractor from any further County the Contractor for the Services,the Contractor shall contracts. prepare and present a Suffolk County Payment Voucher,which shall be documented by sufficient, C. Payment by County competent and evidential matter. Each Suffolk County Payment Voucher submitted for payment is Payment by the County shall be made within thirty subject to Audit at any time during the Term or any (30) days after approval of the Suffolk County extension thereof. This provision shall survive Payment Voucher by the Comptroller. expiration or termination of this Contract for a period of not less than seven(7)years,and access d. Budget Modification to records shall be as set forth in paragraph 25 of Article III,and paragraph 4(b)of Article V. i.) The parties shall use the Contract Budget Modification Request form ("Budget b. Voucher Documentation Modification") for revisions to the Budget and Services not involving an The Suffolk County Payment Voucher shall list all increase to the total cost of the Contract. information regarding the Services and other items If the Contractor is seeking such a for which expenditures have been or will be made modification, the Contractor shall in accordance with the Contract. Either upon contact the Department to receive the execution of the Contract(for the Services already form and enter the required information. rendered and expenditures already made), or not When the County and the Contractor more than thirty(30) days after the expenditures agree as to such revisions,the Contractor were made, and in no event after the 31'day of shall sign the Budget Modification form January following the end of each year of the and return it to the County for execution Contract, the Contractor shall furnish the County along with any other documentation the with detailed documentation in support of the Department may require. payment for the Services or expenditures under the Contract e.g. dates of the Service, worksite ii.) Such request must be made in advance of locations,activities,hours worked,pay rates and all incurring any expenditure for which the revision is needed. program Budget categories. The Suffolk County Payment Voucher shall include time records, certified by the Contractor as true and accurate,of iii.) Upon complete execution of the Budget all personnel for whom expenditures are claimed Modification form, the County shall during the period. Time and attendance records of return a copy to the Contractor. The a project director, if any,shall be certified by the revision shall not be effective until the Chairperson,President or other designated member Budget Modification is completely of the Board of Directors of the Contractor. All executed. Suffolk County Payment Vouchers must bear a signature as that term is defined pursuant to New iv.) The Budget Modification form may be York State General Construction Law§46 by duly submitted only twice per calendar year authorized persons, and certification of such and may only be submitted prior to authorization with certified specimen signatures November 15 of that year. thereon must be filed with the County by a Contractor official empowered to sign the Contract. e. Budget and/or Services Revisions Disbursements made by the Contractor in accordance with the Contract and submitted for i.) The parties shall use the Contract reimbursement must be documented and must Budget/Services Revision Approval comply with accounting procedures as set forth by Form (Budget/Services Revisions) for the Suffolk County Department of Audit and revisions to the Budget and Services Control. Documentation, including any other involving any change to the total cost of the Contract due to a resolution of the 30 of 37 pages ARTICLE V Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Legislature, changes to the County's iii.) determine what amounts, if any, are adopted annual budget,or for any other reimbursable to the County by the reason necessitating revisions to the Contractor and the terms and conditions Budget or Services. under which such reimbursement shall ii.) When the County and the Contractor be paid. agree as to such revisions, the C. The County may, during the Term, impose a Department will enter the information Budget Deficiency Plan. In the event that a Budget into the Budget/Services Revisions form Deficiency Plan is imposed, the County shall and send it to the Contractor for promptly notify the Contractor in writing of the signature.The Contractor shall return it terms and conditions thereof, which shall be to the County for execution along with deemed incorporated in and made a part of the any other documentation the Department Contract,and the Contractor shall implement those may require. terms and conditions in no less than fourteen(14) iii.) Upon complete execution of the form by days. the parties, the County shall return a 3. Personnel Salaries, Pension and Employee Benefit copy to the Contractor. The revision Plans,Rules and Procedures shall not be effective until the Budget /Services Revisions is completely a. Upon request, the Contractor shall submit to the executed. County a current copy,certified by the Contractor f. Taxes as true and accurate,of its The charges payable to the Contractor under the i.) salary scale for all positions listed in the Contract are exclusive of federal, state,and local Budget; taxes,the County being a municipality exempt from ii.) personnel rules and procedures; payment of such taxes. iii.) pension plan and any other employee g. Final Voucher benefit plans or arrangements. The acceptance by the Contractor of payment of all b. The Contractor shall not be entitled to billings made on the final approved Suffolk County reimbursement for costs under any pension or Payment Voucher shall operate as and shall be a benefit plan the Comptroller deems commercially release of the County from all claims by the unreasonable. Contractor through the date of the Voucher. C. Notwithstanding anything in this paragraph 3 of 2. Subject to Appropriation of Funds this Article V, the County shall not be limited in requesting such additional financial information it a. The Contract is subject to the amount of funds deems reasonable. appropriated each fiscal year and any subsequent modifications thereof by the County Legislature 4. Accounting Procedures and no liability shall be incurred by the County beyond the amount of funds appropriated each a. The Contractor shall maintain accounts, books, fiscal year by the County Legislature for the records, documents, other evidence, and accounting Services. procedures and practices which sufficiently and properly reflect all direct and indirect costs of any b. If the County fails to receive Federal or State funds nature expended in the performance of the Contract,in originally intended to pay for the Services, or to accordance with generally accepted accounting reimburse the County, in whole or in part, for principles and with rules, regulations and financial payments made for the Services,the County shall directives, as may be promulgated by the Suffolk have the sole and exclusive right to: County Department of Audit and Control and the Department. The Contractor shall permit inspection i.) determine how to pay for the Services; and audit of such accounts,books,records,documents and other evidence by the Department and the Suffolk ii.) determine future payments to the County Comptroller,or their representatives,as often Contractor;and as, in their judgment, such inspection is deemed necessary. Such right of inspection and audit as set 31 of 37 pages ARTICLE V Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation forth in subparagraph b. below shall exist during the the Contractor has received, or will receive, three Term and for a period of seven (7) years after hundred thousand($300,000.00)dollars or more from expiration or termination of the Contract. the County, whether under the Contract or other agreements with the County,and shall submit a report b. The Contractor shall retain all accounts, books, to the County on the overall financial condition and records,and other documents relevant to the Contract operations of the Contractor,including a balance sheet for seven(7)years after final payment is made by the and statement of income and expenses,attested by the County. Federal, State, and/or County auditors and Auditor as fairly and accurately reflecting the any persons duly authorized by the County shall have accounting records of the Contractor in accordance full access and the right to examine any of said with generally accepted accounting principles. The materials during said period. Such access is granted audited financial statements including respective notwithstanding any exemption from disclosure that Management Letters must be emailed to the Executive may be claimed for those records which are subject to Director of Auditing Services at nondisclosure agreements, trade secrets and Audits!u�suffolkcountynv.gov within thirty (30) days commercial information or financial information that is after completion of the audit,but in no event later than privileged or confidential. nine(9)months after the end of the Contractor's fiscal year,to which the audit relates. The Contractor may C. The Contractor shall utilize the accrual basis of solicit requests for proposals from a number of accounting and will submit all financial reports and qualified accounting firms and review carefully the claims based on this method of accounting during the costs of,and qualifications for,this type of work before Term. selecting the Auditor. 5. Audit of Financial Statements b. The Auditor should be required to meet the following minimum requirements: a. All payments made under the Contract are subject to audit by the Comptroller pursuant to Article V of i.) a current license issued by the New York the Suffolk County Charter. The Contractor further State Education Department; agrees that the Comptroller and the Department ii.) sufficient auditing experience in the not- shall have access to and the right to examine,audit, for-profit,governmental or profit-making excerpt, copy or transcribe any pertinent areas,as applicable;and transactions or other records relating to services under the Contract. If such an audit discloses iii.) a satisfactory peer review issued within overpayments by the County to the Contractor, not more than three(3)years prior to the within thirty (30) days after the issuance of an date when the Auditor was selected to official audit report by the Comptroller or his duly conduct the audit. designated representatives, the Contractor shall C. The audit must be conducted in accordance with repay the amount of such overpayment by check to generally accepted governmental auditing standards. the order of the Suffolk County Comptroller or Financial statements must clearly differentiate between shall submit a proposed plan of repayment to the County-funded programs and other programs that the Comptroller. If there is no response, or if Contractor may be operating. The use of subsidiary satisfactory repayments are not made,the County schedules should be encouraged for this purpose. The may recoup overpayments from any amounts due or Auditor must also prepare a Management Letter based becoming due to the Contractor from the County on the audit. under the Contract or otherwise. b. The provisions of this paragraph shall survive the d. "Subrecipients"—Federally Funded Programs andGrants expiration or termination of the Contract for a period of seven (7) years, and access to records i.) In the event the Contractor is a"Subrecipient"as shall be as set forth in paragraph 25 of Article III, that term is defined in 2 CFR § 200.93 and the and paragraph 4(b)of Article V. Contractor expends seven hundred fifty thousand 6. Financial Statements and Audit Requirements ($750,000.00)dollars or more of Federal moneys, whether as a recipient expending awards received a. Notwithstanding any other reporting or certification directly from Federal awarding agencies or as a requirements of Federal,State,or local authorities,the Contractor expending Federal awards received Contractor shall obtain the services of an independent from a pass-through entity such as New York State licensed public accountant or certified public and/or Suffolk County, during any fiscal year accountant (the "Auditor") to audit its financial within which it receives funding under the statements for each Contractor's"fiscal year"in which Contract,the audit referred to under this paragraph 32 of 37 pages ARTICLE V A Law No. 18—AG IFMS No. 00000008561 ' Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation 6 must be conducted and any the audit report must such records available to authorized representatives of be in accordance with OMB Uniform Grant Federal,State and County government for that purpose. Guidance — 2 CFR Part 200 ("Single Audit Report"). Single Audit Reports must also be g. The provisions of this paragraph 6 shall survive the uploaded to the Federal Audit Clearinghouse, to expiration or termination of the Contract. the extent required by the OMB Uniform Grant Guidance referred to above. In addition,the Single Audit Report, respective financial statements and 7. Furniture,Fixtures,Equipment,Materials,Supplies any Management Letters must be submitted to the Department set forth on page one of this Contract a. Purchases, Rentals or Leases Requiring Prior and emailed to the Executive Director of Auditing Approval Services at subreciaientmonitorin¢nasuffolkcountynv.gov Prior to placing any order to purchase,rent or lease within thirty (30) days after completion of the any furniture, fixtures, or equipment valued in audit, but in no event later than nine (9) months excess of one thousand dollars($1,000.00)per unit after the end of the Contractor's fiscal year, to for which the Contractor will seek reimbursement which the audit relates. from the County,the Contractor shall submit to the County a written request for approval to make such a proposed purchase, rental or lease, with a list ii.) In the event the Contractor is a"Subrecipient"as showing the quantity and description of each item, that term is defined in 2 CFR § 200.93 and the its intended location and use,estimated unit price Contractor expends less than seven hundred fifty or cost, and estimated total cost of the proposed thousand($750,000.00)dollars of Federal moneys, whether as a recipient expending awards received order. Written approval of the County shall be required before the Contractor may proceed with directly from Federal awarding agencies or as a such proposed purchase, rental or lease of furniture, fixtures c equipment. All items Contractor expending Federal awards received from a pass-through entity such as New York State purchased must be new ip like new unless and/or Suffolk County, during any fiscal year the specifically described otherwise in the Budget. Contractor must email a certified Exemption Letter, the form of which shall be provided by the b. Purchase Practices/Proprietary Interest of Department,on the Contractor's Letterhead and a County Schedule of Federal Funds Expended to the respective County Department and the Executive i.) The Contractor shall follow the general Director of Auditing Services at practices that are designed to obtain subrecinientmonitoring_C&suffolkcountyny.gov furniture,fixtures,equipment,materials, within thirty (30) days of the end of the Contractor's fiscal year. The Schedule of Federal or supplies at the most reasonable price Funds Expended must include all Federal funding or cost possible. received directly from the Federal government and ii.) The County reserves the right to all Federal funds passed through from the County purchase or obtain furniture, fixtures, and other pass-through entities. equipment,materials,or supplies for the Contractor in accordance with the iii.) Subrecipients may include,but not necessarily be programmatic needs of the Contract. If limited to, not-for-profit organizations; units of the County exercises this right, the state government or a unit of local governments. amount budgeted for the items so purchased or obtained by the County for e. Copies of any other audit reports including oversight the Contractor shall not be available to agency audits must be submitted to the Department set the Contractor for any purpose forth on page one of this Contract and emailed to the whatsoever. Title to any such items Executive Director of Auditing Services at purchased or otherwise obtained by the Auditsna?suffolkcountvnv.gov within thirty (30) days County for the programs encompassed after completion of the audit(s). by the Contract and entrusted to the Contractor,shall remain in the County. f. The requirements set forth in this paragraph 6 shall not preclude the authorized representatives of the County, iii.) The County shall retain a proprietary the Comptroller, or Federal or State entities from interest in all furniture, removable conducting any other duly authorized audit(s) of fixtures, equipment, materials, and records of the Contractor. The Contractor shall make supplies purchased or obtained by the Contractor and paid for or reimbursed to 33 of 37 pages ARTICLE V Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation the Contractor pursuant to the terms of fixtures, equipment, material or supplies in its the Contract or any prior agreement custody against damage or loss by fire, burglary, between the parties. theft,disappearance,vandalism,or misuse.In the event of burglary, theft, vandalism, or iv.) The Contractor shall attach labels disappearance of any item of furniture, fixtures, indicating the County's proprietary equipment, material or supplies, the Contractor interest or title in all such property shall immediately notify the police and make a record thereof,including a record of the results of C. County's Right to Take Title and Possession any investigation which may be made thereon. In the event of loss of or damage to any item of Upon the termination or expiration of the Contract furniture, fixtures, equipment, materials, or or any renewal thereof, the discontinuance of the supplies from any cause, the Contractor shall business of the Contractor, the failure of the immediately send the County a detailed written Contractor to comply with the terms of the report thereon. Contract, the bankruptcy of the Contractor, an assignment for the benefit of its creditors, or the f. Disposition of Property in Contractor's Custody failure of the Contractor to satisfy any judgment against it within thirty (30) days of filing of the Upon termination of the County's funding of any judgment, the County shall have the right to take of the Services covered by the Contract,or at any title to and possession of all furniture,removable other time that the County may direct, the fixtures,equipment,materials,and supplies and the Contractor shall make access available and render same shall thereupon become the property of the all necessary assistance for physical removal by the County without any claim for reimbursement on the County or its designee of any or all furniture, part of the Contractor. removable fixtures, equipment, materials or supplies in the Contractor's custody in which the d. Inventory Records,Controls and Reports County has a proprietary interest, in the same condition as such property was received by the The Contractor shall maintain proper and accurate Contractor, reasonable wear and tear excepted. inventory records and controls for all such Any disposition, settlements or adjustments furniture, removable fixtures and equipment connected with such property shall be in acquired pursuant to the Contract and all prior accordance with the rules and regulations of the agreements between the parties, if any. Three(3) County and the State of New York. months before the expiration date of the Contract, the Contractor shall make a physical count of all g. Lease or Rental Agreements items of furniture, removable fixtures and equipment in its custody, checking each item If lease payments or rental costs are included in the Budget as against the aforesaid inventory records. A report an item of expense reimbursable by the County, the setting forth the results of such physical count shall Contractor shall promptly submit to the County, upon be prepared by the Contractor on a form or fomes request,any lease or rental agreement. If during the Term, designated by the County,certified and signed by the Contractor shall enter into a lease or rental agreement,or an authorized official of the Contractor,and one(1) shall renew a lease or rental agreement,the Contractor shall, copy thereof shall be delivered to the County prior to the execution thereof, submit such lease or rental within five (5) days after the date set for the agreement,to the County for approval. aforesaid physical count. Within five(5)days after the termination or expiration date of the Contract, 9. Statement of Other Contracts the Contractor 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 Prior to the execution of the Contract,the Contractor shall official the Contractor,based on a physical count submit a Statement of Other Contracts to the County. If the of all items of furniture, removable fixtures and Contract is amended during the Term, or if the County exercises its option right,the Contractor shall submit a then equipment on the aforesaid expiration date, and revised, if necessary, to include any inventory current Statement of Other Contracts. changes during the last three (3) months of the Term. 10. Miscellaneous Fiscal Terms and Conditions e. Protection of Property in Contractor's Custody a. Limit of County's Obligations The Contractor shall maintain vigilance and take all The maximum amount to be paid by the County is reasonable precautions to protect the furniture, set forth on the first page of the Contract. 34 of 37 pages ARTICLE V Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation programs funded by the County. b. Duplicate Payment from Other Sources f. Payments Contingent upon State/Federal Payment by the County for the Services shall not Funding duplicate payment received by the Contractor from any other source. Payments under the Contract may be subject to and contingent upon continued funding by State and/or C. Funding Identification Federal agencies. In the event payments are subject to such funding no payment shall be made until the The Contractor shall promptly submit to the Contractor submits documentation in the manner County upon request,a schedule for all programs and form as shall be required by State and/or funded by the County, itemizing for each such Federal agency. If late submission of claims program the sums received, their source and the precludes the County from claiming State or total program budget. Federal reimbursement, such late claims by the Contractor shall not be paid by the County subject d. Outside Funding for Non-County Funded to subparagraph g. below, if, for any reason, the Activities full amount of such funding is not made available to the County,the Contract may be terminated in Notwithstanding the foregoing provisions of the whole or in part, or the amount payable to the Contract, it is the intent of the County that the Contractor may be reduced at the discretion of the terms and conditions of the Contract shall not limit County, provided that any such termination or the Contractor from applying for and accepting reduction shall not apply to allowable costs outside grant awards or from providing additional incurred by the Contractor prior to such educational activities/services which may result in termination or reduction,and provided that money the Contractor incurring additional costs,as long as has been appropriated for payment of such costs. the following conditions are met: g. Denial of Aid i.) The County is not the Fund Source for If a State or Federal government agency is funding the additional services; the Contract and fails to approve aid in ii.) Sufficient funding is available for or can reimbursement to the County for payments made be generated by the Contractor to cover hereunder by the County to the Contractor for the cost incurred by the Contractor to expenditures made during the Term because of any provide these additional services;and act, omission or negligence on the part of the Contractor, then the County may deduct and iii.) If sufficient funding is not available or withhold from any payment due to the Contractor cannot be generated, the County shall an amount equal to the reimbursement denied by not be held liable for any of the the state or federal government agency, and the additional costs incurred by the County's obligation to the Contractor shall be Contractor in furnishing such additional reduced by any such amounts. In such an event,if services. there should be a balance due to the County after it has made a final payment to the Contractor under iv.) Prior to scheduling any such additional the Contract, on demand by the County, the services on County-owned property,the Contractor shall reimburse the County for the Contractor shall obtain written County amount of the balance due the County,payable to approval. The Contractor shall, to the the Suffolk County Comptroller.The provisions of County's satisfaction, submit any this subparagraph shall survive the expiration or documentation requested by the termination of the Contract. Department reflecting the change, and identify the additional services to be h. Budget provided and the source of funding that shall be utilized to cover the The Contractor expressly represents and agrees that expenditures incurred by the Contractor the Budget lists all revenue, expenditures, in undertaking the additional services. personnel,personnel costs and/or all other relevant costs necessary to provide the Services. e. Potential Revenue i. Payment of Claims The Contractor shall actively seek and take reasonable steps to secure all potential funding Upon receipt of a Suffolk County Payment from grants and contracts with other agencies for Voucher,the County,at its discretion,may pay the 35 of 37 pages ARTICLE V Law No. 18—AG IFMS No. 00000008561 " Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Contractor during the Term,in advance,an amount The County shall have the right of prior approval of not to exceed one sixth (1/6) of the maximum the Contractor's filling of any vacant position as of amount to be paid by the County set forth on the the date of execution of the Contract or as may first page of the Contract. thereafter become vacant, and, in the exercise of that right.The County may promulgate reasonable j. Payments Limited to Actual Net Expenditures regulations involving filling of vacancies which shall be deemed to be incorporated by reference in, The Contractor agrees that if, for any reason and be made part of, the Contract, provided, whatsoever,the Contractor shall spend during the however,that subject to the availability of funding, Term for the purposes set forth in the Contract an approval for the hiring of replacement clerical shall amount less than, or receive amounts more than, be a Contractor determination. provided in the Budget, the total cost of the Contract shall be reduced to the net amount of o. No Limitation On Rights actual Contractor expenditures made for such purposes. The total amount to be paid by the Notwithstanding anything in this Article V to the County shall not exceed the lesser of(i)actual net contrary, the County shall have available to it all expenditures or(ii)the total cost of the Contract on rights and remedies under the Contract and at law the cover page and in the Budget. Upon and equity. termination or expiration of the Contract, if the Contractor's total amount of allowable expenses is P. Comptroller's Rules and Regulations less than the total amount of the payments made during the Term, the Contractor shall prepare a The Contractor shall comply with the check payable to the Suffolk County Comptroller "Comptroller's Rules and Regulations for for the difference between the two amounts and Consultant's Agreements"as promulgated by the submit such payment to the County,along with the Department of Audit and Control of Suffolk final Suffolk County Payment Voucher. County and any amendments thereto during the Term of the Contract. The"Comptroller's Rules k. Travel, Conference, and Meeting Attendance: and Regulations for Consultant's Agreements"and SOP A-07 Amendment 1 "SOP A-07 Amendment 1"may be viewed online at the County's website,SuffolkCountyny.gov;go Reimbursement to the Contractor for travel costs to "Government," then "Comptroller," then shall not exceed amounts allowed to County "Consultant's Agreements." employees. All conferences that are partially or fully funded by the County that the Contractor's staff wishes to attend must be pre-approved, in End of Text for Article V writing,by the County and must be in compliance with Suffolk County Standard Operating Procedure A-07 which may be viewed online at the County's website, SuffolkCountyny.gov; go to "Government," then "Comptroller," then "Consultant's Agreements." I. Salaries The Contractor shall not be eligible to receive any salary reimbursement until proof of deposit or payment of all withholding and payroll taxes to the Federal/State governments has been provided to the County. in. Salary Increases No salary, wage, or other compensation for the Services shall be increased over the amount stated in the Budget without the prior written approval of the County. n. Contractor Vacancies 36 of 37 pages ARTICLE V Law No. 18—AG IFMS No. 00000008561 Rev. 12/15/17 001-6806-4980-95294 Line Item/Omnibus Grant—AAA Transportation Article VI Budget Town of Southold AAA Transportation Program April 1, 2017—March 31,2018 PERSONNEL $7,447 Drivers 7,447 FRINGE $569 NET REIMBURSEMENT $$�Q 37 of 37 pages ARTICLE VI